APTIMUS INC
<DOCUMENT>
<TYPE>EX-10.15
<SEQUENCE>2
<FILENAME>ex10_15.txt
<TEXT>

                                                                   EXHIBIT 10.15


                               AGREEMENT OF LEASE


This Agreement of Lease (the "Lease"), dated as of the 26th day of _April, 2004,
is by and between SIXTH & VIRGINIA PROPERTIES, a Washington General Partnership,
hereinafter  called  "Owner",  and  APTIMUS,   INC.  a  Washington   corporation
hereinafter called "Tenant."

1    NONSTANDARD PROVISIONS

     The following constitute the nonstandard provisions of this Lease:

     a.   Premises  and  Floor(s) of The Westin  Building on which  Premises are
          located: Suite __ on the 32nd floor of the Westin Building as shown on
          Exhibit A (the "Premises").

     b.   Agreed floor area of Premises:

          Approximately  4,200  rentable  square feet  ("RSF") on the 32nd floor
          which  includes  an  allowance  for core and/or  common  areas used by
          Tenant (the "Total Agreed Floor Area").  Rentable square feet shall be
          calculated  based on usable square footage,  plus a 15.5% load factor,
          determined in accordance with Building Owners and Managers Association
          International  ("BOMA")  standards,  namely,  the "Standard Method for
          Measuring Floor Area in Office Buildings ANSI - BOMA Z-65.1-1996" (the
          "BOMA  Standard").  The exact rentable square feet shall be determined
          upon completion of the working drawings.

     c.   Lease Term:

          The initial  term of this Lease (the  "Initial  Lease  Term") shall be
          five (5) years and shall  commence on the later of (i) the date Tenant
          takes occupancy of the Premises or (ii) the 1st day of June, 2004 (the
          "Commencement Date") and end on the 31st day of May, 2009. The Initial
          Lease Term may be  extended  in  accordance  with the terms of Section
          1(r) below.

     d.   Monthly Base Rent:

          The monthly base rent for the Premises (the  "Monthly Base Rent"),  as
          computed on a gross, full serviced basis,  shall be one-twelfth of the
          following annual rates, on the basis of RSF:

           Year 1                      $21.75 per RSF
           -----------------------------------------------------
           Year 2                      $21.75 per RSF
           -----------------------------------------------------
           Year 3                      $22.75 per RSF
           -----------------------------------------------------
           Year 4                      $23.75 per RSF
           -----------------------------------------------------
           Year 5                      $23.75 per RSF
           -----------------------------------------------------
          "Year  1" of the  Initial  Lease  Term  shall be the  period  from the
          Commencement  Date to the end of the  twelfth  (12th) full month after
          the Commencement Date.

          Notwithstanding  anything to the contrary in this Lease,  Monthly Base
          Rent shall abate in full during the twelfth (12th) full calendar month
          of the Initial Lease Term.

     e.   Rent per day during any occupancy prior to the Commencement Date:

          N/A

     f.   Tenant Improvements; Tenant Improvement Allowance:

          Tenant shall receive a tenant improvements  allowance in the amount of
          Twenty and 00/100  Dollars  ($20.00)  per RSF.  Owner shall  construct
          certain improvements in the


                                        1
<PAGE>

          Premises  with  Building  standard  finishes,  based on the  plans and
          specifications  previously  approved by Owner and Tenant and  attached
          hereto as Exhibit B and in accordance with the work letter attached as
          Exhibit C.

     g.   Use permitted on Premises:

          General office or use only. Tenant may not devote any material portion
          of the Premises to the operation of equipment  for external  Internet,
          communications,  telecommunications  and similar operations  including
          the provision of colocation services. ("Data Center Operations")

     h.   Tenant's and Owner's addresses for notices:

          If to Owner:
          ------------
          Sixth & Virginia Properties
          The Westin Building, Suite 300
          2001 Sixth Avenue
          Seattle, WA 98121
          Attn: Building Manager

          If to Tenant:
          -------------
          Aptimus, Inc.
          The Westin Building, Suite 3200
          2001 Sixth Avenue
          Seattle, WA 98121
          Attn: General Counsel
          Copy to: Controller

     i.   Tenant's billing address if other than Premises:

          To be provided by Tenant

     j.   Parking:

          During the Initial Lease Term,  Owner shall provide Tenant with twelve
          (12) unreserved  parking passes for automobiles in The Westin Building
          Garage. Parking passes shall provide parking between the hours of 7:00
          a.m. to 6:00 p.m. Monday through Friday (the "Normal Parking  Hours").
          Outside of Normal  Parking  Hours,  parking  will be on a first  come,
          first served basis.  Tenant  acknowledges  that parking spaces may not
          always be available outside of Normal Parking Hours.

          Tenant shall pay in advance the monthly  charge  established  by Owner
          for said  parking  passes,  on the same date that  monthly rent is due
          hereunder. If Tenant fails to pay such charges when due, Owner may (i)
          immediately  cease to provide the parking  passes for which Tenant has
          failed to pay, or (ii)  continue  to provide  the  parking  passes and
          require that Tenant pay the monthly parking  charge,  with interest at
          12% per annum,  from the date due. Tenant may  discontinue  future use
          and payment for any parking pass upon written notice to Owner.  Tenant
          shall  not be  entitled  to any  rebate  for  discontinued  use of any
          parking  space  prior to the end of the  month.  During  Year 1 of the
          Initial  Lease  Term,  the charge for each  parking  pass shall be One
          hundred  fifty  and  00/100 ($  150.00)  per  month  (including  tax).
          Thereafter,  at the  beginning of Years 2 through 5 during the Initial
          Lease Term,  and during each year of any Extended Term, the charge for
          each parking pass shall  increase by three  percent  (3%),  compounded
          annually.  If after the date hereof,  applicable taxes on parking fees
          increase, Owner may increase the fees paid by Tenant for parking by an
          amount equal to such increase in taxes on parking  fees,  which occurs
          after the date of this Lease. Taxes for which Tenant may be charged in
          connection with its use of the Westin Building Garage shall be limited
          to parking  taxes  assessed by  applicable  governmental  authorities.
          Parking  taxes  shall not  include  real  estate  taxes or any federal
          income tax.

     k.   Relocation of Premises:

          Owner shall have the right to relocate Tenant from the Premises in the
          Building to a mutually acceptable location in the Building only on the
          following terms and conditions:


                                       2
<PAGE>

          1)   The floor area of the replacement premises shall be approximately
               the same as the floor area of the  Premises  and suitable for the
               conduct  of  Tenant's  business,   in  Tenant's  sole  reasonable
               discretion.  Monthly Base Rent and  Tenant's  share of the annual
               rent  adjustment,  if any, shall be adjusted to reflect the Total
               Agreed Floor Area of the replacement premises;

          2)   Owner shall reimburse Tenant for all reasonable expenses incurred
               in connection with the relocation;

          3)   Owner  shall give Tenant at least one  hundred-twenty  (120) days
               written notice of relocation; and

          4)   The  replacement  premises will consist of all  contiguous  space
               with  a  comparable  floor  plan,   comparable  views  and  other
               comparable amenities as existing in the Premises.

     l.   Security Deposit:

          Concurrently with the execution of this Lease, Tenant shall deliver to
          Owner a deposit equal to Fifteen Thousand Two Hundred  Twenty-five and
          00/100 Dollars  ($15,225.00) as security for the performance by Tenant
          of every  covenant and  condition to be performed by Tenant under this
          Lease. Upon payment of the said deposit, Owner shall deliver to Tenant
          a written receipt  therefor.  The deposit may be commingled with other
          funds of Owner, and Tenant shall not be entitled to interest  thereon.
          If Tenant  shall  default with respect to any covenant or condition of
          this Lease,  including  but not limited to the payment of Monthly Base
          Rent,  additional  rent or parking  charges,  and such  default is not
          cured  after ten (10) days  written  notice as provided in Section 14,
          Owner may apply,  but shall not be required to apply whole or any part
          of the  deposit to the  payment of any sum in  default,  and any other
          reasonable  amounts  which Owner may be required to spend by reason of
          Tenant's default. In the event Owner so applies all or any part of the
          deposit,  Tenant shall replenish the amount so applied within ten (10)
          days of Owner's written  demand.  Should Tenant comply with all of the
          covenants and conditions of this Lease,  the deposit shall be returned
          to  Tenant  (or,  at the  option  of Owner,  to the last  assignee  of
          Tenant's  interest  in this  Lease) at the  expiration  of the Initial
          Lease Term or any Extended  Term. If the Owner assigns its interest in
          this Lease,  Owner shall not be relieved of its  obligations to Tenant
          hereunder  until  the  security  deposit  is  transferred  to  Owner's
          assignee.

     m.   Signage:

          Owner shall, at its own cost,  provide signage to Tenant  according to
          building standards at the following locations:

          1)   Main Lobby Directory - Sixth Avenue;

          2)   Third Floor Lobby Directory- Skybridge entrance from Garage;

          3)   Elevator Lobby Directory on Premises Floor;

          4)   Tenant may, at Tenant's  sole expense,  and upon Owner's  written
               approval,  which  approval  shall be at Owner's sole  discretion,
               affix  building  standard  signage  adjacent  to the doors of the
               Premises. No other signage shall be allowed.

     n.   Holding Over:

          If  Tenant,  with the prior  consent  of  Owner,  shall  continue  its
          occupancy of the Premises  after the  expiration  of the Initial Lease
          Term,  or any  Extended  Term,  the  occupancy  shall not be deemed to
          extend  or renew  the term of this  Lease,  and such  occupancy  shall
          constitute a tenancy from month to month,  subject to all of the terms
          of this Lease,  except the term, and except that the Monthly Base Rent
          and Additional Rent for each month of continued occupancy shall be not
          less than 150% of the Monthly  Base Rent and  Additional  Rent for the
          last full month of the Initial Lease Term, or any applicable  Extended
          Term.  Notwithstanding  the  foregoing  sentence to the  contrary,  if
          Tenant has given Owner timely  written  notice that Tenant  desires to
          extend the term of this Lease  beyond the  expiration  of the Extended
          Term and Tenant and Owner have entered into negotiations regarding the
          terms and conditions of such  additional  extended  term,  then Tenant
          shall not be required to pay



                                       3
<PAGE>

          Monthly Base Rent and Additional  Rent at the holdover rate under this
          Section 1n, and instead  shall  continue to pay Monthly  Base Rent and
          Additional  Rent at the  rate in  effect  for the  last  month  of the
          Extended Term, provided that (1) Owner shall not be obligated to grant
          any  extension of this Lease  beyond the  Extended  Term and (2) Owner
          shall  have the right to  terminate  any  negotiations  regarding  the
          additional  extended term upon three (3) days written notice to Tenant
          and Tenant shall, as of the expiration of the Extended Term, be deemed
          to be a holdover  tenant,  with a  month-to-month  tenancy at a rental
          rate of 150% of the Monthly Base Rent and Additional Rent for the last
          full month of the Extended Term. If Tenant  continues its occupancy of
          the Premises  after the  expiration  of the Initial Lease Term, or any
          applicable Extended Term, without the consent of Owner, in addition to
          any remedies  available  to Owner at law and under this Lease,  Tenant
          shall be liable  for  Owner's  incidental  and  consequential  damages
          sustained by virtue of Tenant's holding over.

     o.   Square Footage Adjustment:

          Owner and Tenant  agree  that  reasonable  attempts  have been made to
          determine  the correct  square  footage of the  Premises  per the BOMA
          Standard.  Owner grants  Tenant the option to remeasure  and challenge
          the square  footage  calculations  set forth in Section 1(b) hereof at
          Tenant's expense. If Tenant's square footage  calculations differ from
          the  calculations  set forth in Section 1(b),  Owner will remeasure at
          Owner's expense to determine which calculations are correct. Owner and
          Tenant  agree that any  challenge to the square  footage  calculations
          must be completed  within one month of the  commencement  date of this
          Lease.  After that time,  Owner and Tenant each agree to waive any and
          all rights, claims, or liabilities against the other pertaining in any
          way to the  calculation of the square footage of the Premises,  or the
          amount of rents and other  costs in this  Lease as they  relate to the
          square footage of the Premises.

     p.   Class "A" Entry

          The Premises shall have an entryway that is compatible with the nature
          and use of the Building.  Tenant  understands  that Owner may elect to
          make  alterations  and  improvements to the entry designed to increase
          compatibility  and security for the Building users.  Such  alterations
          may include procedures for controlling access to the Building.

     q.   Brokers

          Except  for  Scott  Driver  &  Company  (the  "Broker"),   each  party
          represents  to the other that  there are no  individuals  or  entities
          entitled to any brokerage  commissions  or finder's fees in connection
          with  this   transaction,   and  that  if  any  claims  for  brokerage
          commissions  or  finder's  fees or like  payments  arise  out of or in
          connection with this transaction, all such claims shall be defended by
          and,  if  sustained,  paid  by the  party  whose  alleged  actions  or
          commitments  form the basis of such claim.  Owner shall be responsible
          for paying any fees or commissions due to the Broker.

     r.   Option to Extend the Lease Term

          Provided  Tenant is not then in default  under this Lease,  Tenant may
          inform  Owner of its  desire  to extend  the term of this  Lease for a
          period  of five (5) years  (the  "Extended  Term")  by giving  written
          notice to Owner ("Tenant's  Extension  Notice") no earlier than twelve
          (12) months and no later than nine (9) months before the expiration of
          the Initial Lease Term. Once given, Tenant's Extension Notice shall be
          irrevocable.  If Tenant's  Extension Notice is not timely given, or is
          given when Tenant is in default under this Lease, the option to extend
          the Initial Lease Term shall terminate.  If Tenant's  Extension Notice
          is timely  given,  all terms and  conditions  of this Lease shall also
          apply in the Extended Term to the Premises,  provided,  however,  that
          Monthly  Base Rent for the first  year of the  Extended  Term shall be
          adjusted  to the then  current  market  rate for new leases of similar
          downtown  Seattle  "Class-A"  office  space and shall  increase  by an
          amount  not to exceed  $1.00  per RSF per year  each  year  thereafter
          during  the  Extended  Term.  The then  current  market  rate shall be
          calculated  in  Owner's  reasonable  judgment  and shall be subject to
          payments of  additional  rent during the Extended  Term as provided in
          Section 24 below. Owner shall inform Tenant in writing of the


                                       4

<PAGE>

          Monthly Base Rent during the Extended  Term within  fourteen (14) days
          of receipt of Tenant's  Extension  Notice.  Such adjusted Monthly Base
          Rent for the Extended  Term shall not affect  Tenant's  obligation  to
          continue to also pay all other charges,  including without  limitation
          Additional Rent, due under the provisions of this Lease.

     s.   Tenant's Early Termination Right

          Tenant may not terminate this Lease during the first  thirty-six  (36)
          months of the Initial  Lease Term.  Commencing on the first day of the
          thirty-seventh  (37th) month of the Initial  Lease Term,  Tenant shall
          have the right to terminate  this Lease with respect to the  Premises,
          upon  payment  of  a  termination   fee  equal  to  the  then  current
          unamortized  portion of all costs of this Lease,  which are limited to
          the  following:   agreed  and  itemized  tenant   improvement   costs,
          commissions  paid  to  the  Broker  and  agreed  and  itemized  moving
          allowances,   all  of  which  are  actually  incurred  by  Owner  (the
          "Termination  Fee").  If Tenant  elects to  terminate  this Lease with
          respect to the  Premises,  then Tenant shall  deliver to Owner six (6)
          months prior written notice of such termination ("Tenant's Termination
          Notice")  stating  the  intended  termination  date (the  "Termination
          Date").  Within  ten (10)  days of  receipt  of  Tenant's  Termination
          Notice,   Owner  shall   calculate  the  Termination  Fee  as  of  the
          Termination Date and so inform Tenant in writing ("Owner's Termination
          Fee Notice").  Within ten (10) days of receipt of Owner's  Termination
          Fee Notice,  Tenant shall  deliver the  Termination  Fee to Owner.  If
          Tenant  fails to timely  deliver the  Termination  Fee to Owner,  then
          Tenant's  termination  right shall be automatically  revoked and of no
          further  force and effect.  If Tenant's  Termination  Notice is timely
          delivered  and  the  Termination  Fee  is  timely  paid,  then  on the
          Termination  Date,  this Lease  shall  terminate  and be of no further
          force and effect. Notwithstanding the foregoing, Tenant shall not have
          any right to  terminate  this Lease  during any  Extended  Term unless
          otherwise agreed by Owner in writing.

     t.   Tenant's Moving Allowance

          Owner agrees to provide Tenant a moving allowance in the amount of Two
          and  00/100  Dollars  ($2.00)  per RSF of the  Premises  (the  "Moving
          Allowance"),  so that Tenant may move from its existing  premises into
          the Westin  Building.  Owner shall credit the Moving  Allowance to the
          first  two (2)  installments  of  Monthly  Base  Rent due from  Tenant
          hereunder,  and Tenant  shall pay to Owner the  balance of any Monthly
          Base Rent due and owing after crediting the Moving Allowance.

2    EXHIBITS

     The  following  Drawings  and Special  Provisions  are  attached  hereto as
     exhibits and made a part of this Lease:

          Exhibit A - Premises Plan

          Exhibit B -- Plans and Specifications

          Exhibit C - Workletter

          Exhibit D - Binding Arbitration Provision

3    PREMISES

     Owner hereby leases to Tenant,  and Tenant  hereby leases from Owner,  upon
     the terms and conditions herein set forth, those certain Premises described
     in Section 1(a) and (b),and  shown  outlined in red on the  standard  floor
     plan attached hereto as Exhibit A, in that certain  "Building" known as the
     Westin Building  situated in the City of Seattle,  County of King, State of
     Washington,  at Sixth  Avenue  and  Virginia  Street,  and  located  on the
     following real property:

          Lots 11 and 12 (less portion for street), Block 15 of Addition to town
          of Seattle,  as laid off by Heirs of Sarah A. Bell, deceased (commonly
          known as Heirs of Sarah A. Bell's Addition to the City of Seattle), as
          per plat  recorded  in Volume I of plats,  page 103,  records  of King
          County, Washington.




                                       5
<PAGE>

4    RENT

     Tenant  covenants  and agrees to pay to Owner the Monthly  Base Rent as set
     forth in Section  1(d) to be adjusted as provided  elsewhere in this Lease,
     in United  States  currency  in  advance on or before the first day of each
     calendar  month  during the Initial  Lease Term (or the Extended  Term,  if
     applicable),  at the office of Owner in  Building or at such other place as
     Owner may from time to time  designate in writing.  It is agreed that since
     collection of any amount past due imposes an administrative  cost on Owner,
     in  addition  to all other  sums that may be  charged  by Owner  hereunder,
     Tenant shall pay to Owner a sum equal to Ten Cents ($0.10) for every Dollar
     not paid  within  10 days of the  date  due.  All  payments,  fees,  and/or
     consideration  payable under this Agreement shall be considered rent unless
     specified otherwise.  Monthly Base Rent payable for any period of less than
     one calendar month shall be pro rated based on the actual number of days in
     such period.

5    USE

     The  Premises  may be used only for the  purposes set forth in Section 1(g)
     and for no other purpose or purposes  without the written consent of Owner,
     which  consent  may  be  granted,  conditioned  or  withheld  in  the  sole
     discretion of Owner. Except as may be incidental to Tenant's general office
     use, no portion of the Premises  shall be used for Data Center  Operations.
     No use shall be made of Premises, nor act done in or about Premises,  which
     is unlawful,  or which may increase the existing rate of insurance upon the
     Building.  Owner warrants to Tenant that the permitted use for the Premises
     set forth in Section  1(g) will not  increase  the rate of insurance on the
     Building.  Tenant shall not commit or allow to be committed  any waste upon
     the Premises, or any public or private nuisance or other act or thing which
     disturbs the quiet enjoyment of any other tenant in the Building, nor shall
     Tenant, without the written consent of Owner, use any apparatus,  machinery
     or device in or about the Premises that shall cause any  substantial  noise
     or  vibration.  If any of Tenant's  office  machines and  equipment  should
     disturb  the quiet  enjoyment  of any other  tenant in the  Building,  then
     Tenant shall provide  adequate  insulation or take such other action as may
     be necessary  to  eliminate  the  disturbance.  Tenant  shall  observe such
     reasonable  rules and regulations as may be adopted in writing by Owner and
     provided to Tenant for the safety,  care and  cleanliness  of the Premises,
     Building or other  tenants of the  Building  and the  preservation  of good
     order  therein,  including  without  limitation  the  institution  of  such
     security systems and procedures in the Building as Owner deems necessary or
     desirable. Tenant shall have the right to connect via CAT 5 interconnect to
     Tenant's  collocation  company (currently Peer 1 Networks) in the Building,
     either on a point to point  basis,  or in the Building  Meet-Me-Rooms,  the
     manner to be mutually determined,  at no additional recurring fee. No other
     access or connectivity rights to the Meet-Me-Rooms  located in the Building
     shall be allowed.  The term `Meet Me Room' ("MMR") refers to specific areas
     within the Building, in which telecommunication  tenants `meet' in order to
     connect and  transfer  traffic  from their  specific  networks and in which
     tenants  with  major   bandwidth   requirements   can   interconnect   with
     telecommunications  carriers.  There are  currently  seven (7) MMR's in the
     building.

6    POSSESSION

     In the event of Owner's inability to deliver  possession of the Premises on
     the  Commencement  Date,  Owner  shall not be liable for any damage  caused
     thereby,  except as otherwise expressly stated herein, nor shall this Lease
     become void or voidable,  nor shall the Initial Lease Term be extended, but
     in such  event,  no  rental  shall be  payable  by  Tenant to Owner for the
     portion of the Initial Lease Term prior to actual delivery of possession of
     the Premises to Tenant.

7     SERVICES PROVIDED BY OWNER

     a.   Owner  shall,  at its sole cost and  expense,  maintain the public and
          common areas of the Building,  such as lobbies,  stairs,  landscaping,
          corridors and restrooms, together with the Westin Building Garage, and
          all structural  portions of the Building,  including,  but not limited
          to,  roof and  foundation  as well as  common  area  fire  suppression
          systems,  heating,  ventilation,  air  conditioning,   electrical  and
          mechanical systems,  in a first class order and condition,  except for
          damage occasioned by the act of Tenant.  Owner shall be responsible to
          maintain  the  fire  suppression  systems,  heating  and  ventilation,
          electrical  and  mechanical  systems  in  the  Premises.  Owner  shall
          maintain all Building Standard acoustical ceilings, lighting fixtures,
          air  conditioning   grilles,  air  ducts  and  temperature   controls,
          draperies,  corridor and demising partitions, and concrete floor ready
          for pad and  carpet in the  Premises.  All other  improvements  to the
          Premises, whether installed by Owner or Tenant, shall be maintained by
          Tenant. Notwithstanding anything in this



                                       6
<PAGE>

          Section 7a to the contrary, Tenant acknowledges that Owner, at Owner's
          sole  cost and  expense  is  installing  a  4.5-ton  HVAC  unit in the
          Premises  (the  "Supplemental  HVAC  Unit") at the  request of Tenant.
          Owner shall  deliver the  Supplemental  HVAC Unit in good and operable
          condition to Tenant's reasonable  satisfaction.  Tenant shall own said
          unit at the end of the Lease.  Tenant further  acknowledges and agrees
          that Tenant,  at Tenant's  sole cost and expense,  shall  conduct such
          maintenance, service and repair work for the Supplemental HVAC Unit as
          necessary to keep the  Supplemental  HVAC Unit in good working  order,
          normal wear and tear excepted, in accordance with all applicable codes
          and regulations, during the Lease Term and any Extended Term.

     b.   Owner, at its sole cost,  shall furnish the Premises from 7:00 a.m. to
          6:00 p.m. Monday through Friday  (exclusive of holidays),  hereinafter
          called  "Standard  Work Week," with  electricity  for lighting and the
          operating  of office  machines,  heat and air  conditioning  as may be
          reasonably required for the occupation of Premises,  and shall provide
          elevator service,  lighting replacement,  toilet room supplies, window
          washing with reasonable frequency, and daily janitorial service on the
          basis of a Standard  Work Week during the times and in the manner that
          such janitorial  services are customarily  furnished in Class A office
          buildings in the area.

     c.   Electrical  usage  of  eight  (8)  watts  per  square  foot  shall  be
          considered normal. If Tenant's  electrical use is either (i) in excess
          of an average  of 6 watts per  square  foot at any time or (ii) is for
          longer hours than the Standard Work Week  (regardless of the amount of
          electricity used), then Tenant shall, on demand by Owner, pay for such
          excess when the same  becomes  due and  payable to the public  utility
          furnishing the same. Tenant shall have access to the Premises 24 hours
          a day, 365 days a year. Basic Building services necessary for Tenant's
          use of the Premises shall be available at all times,  provided that if
          Tenant  needs HVAC  services  for the office  portion of the  Premises
          after  7:00  p.m.  on any day,  or at any time on  Saturday,  it shall
          request such services in advance,  no later than 4:00 p.m. of a normal
          working business day (Saturday not included).

     d.   Except in the event of Owner's gross negligence or willful misconduct,
          Owner  shall not be liable for  damages,  nor shall the rental  herein
          reserved be abated,  for failure to furnish or delay in furnishing any
          of the  foregoing  services,  nor shall the  failure to furnish any of
          such services be construed as an eviction of Tenant or relieve  Tenant
          from the duty of observing  and  performing  any of the  provisions of
          this  Lease.  In  addition  to the  electrical  expenses  incurred  in
          accordance  with  Section  7(c)  above,   Tenant  shall  pay  for  all
          reasonable  expenses incurred by Owner as a result of Tenant using the
          Premises in excess of the Standard Work Week.

8    REPAIRS AND ALTERATIONS

     a.   Premises AS IS. Upon completion of the tenant improvements to Tenant's
          reasonable  satisfaction,  Tenant  accepts the  Premises  "AS IS," and
          agrees  that  the  Premises  are in a good and  tenantable  condition.
          Tenant shall take  reasonable  care of the  Premises,  normal wear and
          tear excepted.

     b.   Tenant Alterations.  Tenant shall not remove existing improvements, or
          alter or improve the  Premises  in any way  without the prior  written
          approval and consent of Owner, which consent shall not be unreasonably
          withheld,  conditioned  or delayed.  Tenant shall obtain,  at Tenant's
          sole expense,  detailed plans and  specifications  for any alterations
          and  improvements  to the  Premises  and  submit the same to Owner for
          approval. Tenant shall have the right to select the contractor for the
          performance of any approved  alterations and improvements,  subject to
          Owner's approval which shall not be unreasonably withheld, conditioned
          or  delayed.  In the event  Tenant  elects  to hire  Owner to make the
          approved alterations and improvements, Tenant shall pay Owner for such
          work within ten (10) days of invoice.  In the event  Tenant  elects to
          hire a contractor  other than Owner to make the  approved  alterations
          and  improvements,  Owner shall charge Tenant a fee of 3% of the value
          of such contract, net of any governmental fees, assessments and taxes,
          for Owner's time in reviewing and coordinating the review of documents
          and supervising  such alterations and  improvements.  Tenant shall not
          put any curtains, draperies or other hangings on or beside the windows
          in the Premises without first obtaining  Owner's  consent,  which will
          not be unreasonably withheld, conditioned or delayed.

     c.   Damage.  Tenant  shall  not  make  changes  to  locks on doors or add,
          disturb,  or in any way change any  plumbing or wiring  without  first
          obtaining the written consent of Owner,



                                       7
<PAGE>

          which  consent  shall not be  unreasonably  withheld,  conditioned  or
          delayed;  provided  nothing  contained in the foregoing is intended to
          apply to any wiring, installation, and maintenance work done by Tenant
          to or between its trade  fixtures,  including  desk top  computers and
          computer  server  room  racks  and  machinery,  if said  work does not
          require Owner's review and  supervision.  Subject to the provisions of
          Section 12, Tenant shall pay for all damage or injury to the Premises,
          Building or Garage or to any other  tenant of the  Building  caused by
          Tenant  or by any  persons  who may be in or upon  Premises  with  the
          consent of Tenant.  Notwithstanding Section 12 below, Tenant shall pay
          for the  reasonable  cost of the  repair  or  replacement  of doors or
          windows of the  Premises  that are  cracked  or broken by Tenant,  its
          employees, agents, or invitees, normal wear and tear excepted.

     d.   Owner  Alterations.  Owner may make any alterations or improvements to
          the  Premises,  Building or Garage which Owner may deem  necessary for
          the preservation,  safety or improvement of the Premises,  Building or
          Garage;  provided  that  Owner  shall use  reasonable  efforts  not to
          interfere  with or interrupt  the conduct of Tenant's  business at the
          Premises. All alterations, additions and improvements to the Premises,
          except trade fixtures  installed by Tenant which are removable without
          damage to the  Premises  or  Building,  shall  become the  property of
          Owner.

     e.   Code   Alterations.   Should  Owner  be  required  to  make   changes,
          alterations,  improvements  or  additions to the Building or Garage at
          any time  during the term of this Lease as a result of any law,  rule,
          code or regulation which becomes effective after the Commencement Date
          of this Lease, then Tenant shall pay on demand by Owner, as additional
          rent, a monthly  charge equal to the total agreed  rentable floor area
          of the Premises as stated in Section  1(b) divided by 350,000  times 1
          and 1/3 percent of the cost of the change, alteration,  improvement or
          addition.   Such  Additional  Rent  shall  commence  upon  substantial
          completion of each such change,  alteration,  improvement  or addition
          and shall continue  through the end of the Initial Lease Term.  Tenant
          shall not be  responsible  under this  Section 8(e) for any portion of
          the cost to  correct  any  latent  construction  defects in all or any
          portion of the Building,  or any condition  that is, as of the date of
          the  Commencement  Date, not in compliance with existing laws,  codes,
          rules or regulations.

9    ENTRY AND INSPECTION

     Tenant will permit Owner and its agents to enter into and upon the Premises
     at all  reasonable  times for the purpose of inspecting the same or for the
     purpose of  cleaning,  repairing,  altering or  improving  the  Premises or
     Building  and  when  reasonably  necessary  may  close  entrances,   doors,
     corridors,  elevators or other  facilities  without  liability to Tenant by
     reason of such closure and without such action by Owner being  construed as
     a constructive  eviction of Tenant or relieving the Tenant from the duty of
     observing and performing any of the provisions of this Lease.  For purposes
     of this Section 9, Owner shall use reasonable efforts not to interfere with
     or interrupt the conduct of Tenant's  business at the Premises.  During the
     time period  within 270 days prior to the  expiration  of the Initial Lease
     Term, or if  applicable,  the Extended  Term,  unless  otherwise  agreed by
     Tenant in each  instance,  Owner shall have the right to enter the Premises
     upon two  business  days prior  notice to Tenant for the purpose of showing
     the Premises to prospective tenants.

10   DAMAGE OR DESTRUCTION

     a.   Damage.  If the  Premises or Building  are damaged by fire,  wind,  or
          other  such  casualty,  the  damage  shall be  repaired  by and at the
          expense of Owner, provided such repairs (to restore Premises to usable
          condition)  can be made within sixty (60) days after the occurrence of
          such damage  without the  payment of overtime or other  premiums,  and
          until  such  repairs  are  completed,  the  rent  shall be  abated  in
          proportion to the part of Premises which are unusable by Tenant in the
          conduct of its business.  Notwithstanding  anything in this Section 10
          to the contrary,  there shall be no abatement of rent by reason of any
          portion of the Premises  being  unusable for a period equal to one day
          or less.

     b.   Repairs.  If such repairs cannot be made within sixty (60) days, Owner
          may, at its option,  make them within a reasonable  time,  and in such
          event this Lease shall continue in effect and the rent shall be abated
          in the manner provided above. Owner's election to make repairs must be
          evidenced by written  notice to Tenant  within  thirty (30) days after
          the occurrence of the damage.



                                       8
<PAGE>

     c.   Termination.  If such  repairs  cannot be made  within one hundred and
          eighty  (180) days to Tenant's  reasonable  satisfaction,  then either
          party may, by written  notice to the other,  terminate  this Lease.  A
          total destruction of the Building shall  automatically  terminate this
          Lease.

11   ADVERTISING

     Tenant shall not inscribe any  inscription,  post,  place, or in any manner
     display any sign,  notice,  picture,  placard or poster, or any advertising
     matter  whatsoever,  anywhere  in or about  Premises  or Building at places
     visible  (either  directly or indirectly as an outline or shadow on a glass
     pane) from any where  outside  Premises  without  first  obtaining  Owner's
     written  consent  thereto  which may be  granted  or  withheld  in the sole
     discretion of Owner.

12   INDEMNITY, RELEASE, LOSS AND WAIVER OF SUBROGATION AND INSURANCE

     a.   Indemnification.  Tenant shall defend and indemnify  Clise Agency Inc.
          and  Owner,  and  their  agents,   employees,   officers,   directors,
          shareholders, members and partners (collectively "Releasees") and hold
          Releasees  harmless from and against any and all  liability,  damages,
          costs, or expenses,  including  attorneys' fees, arising from any act,
          omission  or  negligence  of  Tenant  or  the  officers,  contractors,
          licensees, agents, servants,  employees, guests, invitees, or visitors
          of  Tenant  in or  about  Building  or  Garage,  or  arising  from any
          accident,  injury, or damage,  howsoever and by whomsoever  caused, to
          any person or property,  occurring in or about the Premises,  Building
          or  Garage,  provided  that  the  foregoing  provision  shall  not  be
          construed to make Tenant or any of its successors,  assigns,  officer,
          directors,  parent company or affiliates responsible for loss, damage,
          liability,  or  expense  resulting  from  damage  to  property  of and
          injuries to third parties (including Tenant's employees) to the extent
          caused by the gross  negligence  or willful  misconduct  of Releasees.
          Owner  shall not be  responsible  for  providing  security  and Tenant
          hereby  releases  Owner from any claim for damage or loss of  property
          that may arise as a result of  vandalism,  theft,  terrorism  or other
          criminal activity in or about the Building or Garage. Without limiting
          the  foregoing,  if  applicable,  Tenant shall at all times  indemnify
          Owner  against  any and all  liability  and damage  arising  out of or
          connected with the operation of Tenant's  antenna  equipment (if any),
          to include any and all effects of  electromagnetic  radiation.  Tenant
          shall fully insure its antenna  installation against all of the perils
          named  in  this  Section  12,  including,   without  limitation,  such
          additional perils as vandalism, malicious mischief, and wind damage.

     b.   Release  and  Limitation  of  Damages.  Tenant  waives  any  claims of
          recovery  against  Releasees  for any  liability  for  claims  or loss
          arising out of any act or omission of  Releasees or any party for whom
          a Releasee is vicariously liable (including any actions that amount to
          a breach of this  Lease),  unless  caused by the gross  negligence  or
          willful  misconduct  of said  Releasees  or  party  for  whom any such
          Releasee  is  vicariously  liable.  Except  for a breach  of  Tenant's
          obligations  under  Sections 1(n), 12, 13, 21 and 22 of this Lease and
          without  waiver of any  contribution  or similar  rights in connection
          with defense of third party claims, neither party, or their respective
          affiliates  or   contractors,   shall  be  liable  for  any  indirect,
          incidental, special, punitive or consequential damages or for any lost
          or imputed  profits or revenues or lost data or costs of cover arising
          from or  related to this  agreement,  regardless  of the legal  theory
          under  which  such  liability  is  asserted  (e.g.  breach  of  lease,
          negligence,  gross negligence,  recklessness,  intentional,  etc.) and
          regardless of whether a party has been advised of the  possibility  of
          any such  liability,  loss or damage.  It is expressly  understood and
          agreed that  notwithstanding  anything in this Lease to the  contrary,
          and notwithstanding any applicable law to the contrary,  the liability
          of Owner and Clise Agency Inc.  hereunder  (including any successor to
          Owner)  and  any  recourse  by  Tenant  against  Owner  (or any of the
          partners  making up Owner) shall be limited solely and  exclusively to
          the equity  interest  of Owner in and to the  Premises.  To the extent
          that Owner is a partnership  or limited  liability  company no general
          partner,  limited partner or member shall have any personal  liability
          in connection with this Lease or in connection with Tenant's occupancy
          of the Premises or use of the Building,  and Tenant  hereby  expressly
          waives and releases  such  personal  liability on behalf of itself and
          all persons claiming by, through or under Tenant.

     c.   Subrogation.   Owner  and   Tenant   each   release   the  other  from
          responsibility  for,  and waive their entire claim of recovery for (i)
          any loss or damage to the real or personal  property of either located
          anywhere in building,  arising out of or incident to the occurrence of
          any  of the  perils  which  may be  covered  by a fire  and  lightning
          insurance policy, with extended coverage  endorsement in common use in
          the Seattle locality or (ii)



                                       9
<PAGE>

          loss  resulting  from  business  interruption  at  premises or loss of
          rental  income  from  building,  arising  out  of or  incident  to the
          occurrence  of any of the  perils  which may be  covered by a business
          interruption  insurance  policy  and  by the  loss  of  rental  income
          insurance policy in common use in the Seattle locality.  To the extent
          that any  risks  covered  by this  paragraph  are in fact  covered  by
          insurance,  tenant and owner shall cause  their  respective  insurance
          carriers to consent to such release and waiver and to waive all rights
          of subrogation against Releasees.

     d.   Tenant's Insurance.

          (1)  Property  Insurance.  Tenant shall  procure at Tenant's sole cost
               and expense and keep in effect from the date of this Lease and at
               all  times  until  the end of the  Initial  Lease  Term,  and any
               Extended Term,  insurance on all critical  personal  property and
               fixtures  of Tenant  material  to  Tenant's  operations,  and all
               improvements,  additions or alterations  made by or for Tenant to
               the Premises on a Special Form basis,  insuring such property for
               the full replacement value of such property.

          (2)  Liability  Insurance.  Tenant shall procure at Tenant's sole cost
               and expense and keep in effect from the date of this Lease and at
               all  times  until  the end of the  Initial  Lease  Term,  and any
               Extended Term,  commercial  general liability  insurance covering
               bodily  injury,  personal  and  advertising  injury and  property
               damage  liability  occurring  in or about the Premises or arising
               out of the use and  occupancy of the  Premises and the  Building,
               and any part of either,  and any areas adjacent thereto,  and the
               business  operated  by  Tenant or by any  other  occupant  of the
               Premises.  Such  insurance  shall include  contractual  liability
               coverage  insuring all of Tenant's  indemnity  obligations  under
               this Lease.  Such coverage shall have a minimum  combined  single
               limit of liability of at least Two Million Dollars  ($2,000,000),
               and a minimum  general  aggregate  limit of Three Million Dollars
               ($3,000,000).  Limits required may be satisfied with the purchase
               of Commercial  General Liability and Umbrella  Liability policies
               providing  total  required  limits.  All such  policies  shall be
               written to cover all bodily injury  (including  death),  property
               damage, fire legal liability,  products and completed operations,
               medical payments,  personal and advertising injury,  Hostile Fire
               Pollution, and other covered loss, however occasioned,  occurring
               during the policy  term.  The  policies  shall be endorsed to add
               Owner  and  Building  Manager  and any  other  party  holding  an
               interest to which this Lease may be subordinated as an additional
               insured,  and shall provide that such coverage shall be "primary"
               and  non-contributory   with  any  insurance  maintained  by  the
               Additional  Insureds.  Such coverage shall also include employees
               as  insureds.   All  such   insurance   shall   provide  for  the
               severability of interests of insureds, and shall be written on an
               "occurrence" basis.

          (3)  Workers' Compensation and Employers' Liability Insurance.  Tenant
               shall carry  Workers'  Compensation  Insurance as required by any
               applicable  laws,  throughout  the Initial Lease Term at Tenant's
               sole  cost  and  expense.  Tenant  shall  also  carry  Employers'
               Liability  Insurance in amounts not less than One Million Dollars
               ($1,000,000)  each  accident for bodily  injury by accident;  One
               Million  Dollars  ($1,000,000)  policy limit for bodily injury by
               disease;  and One Million Dollars  ($1,000,000) each employee for
               bodily injury by disease,  throughout the Initial Lease Term, and
               any Extended Term, at Tenant's sole cost and expense.

          (4)  General Insurance  Requirements.  All insurance policies required
               to be  carried by Tenant  under  this  Lease  shall be written by
               companies rated A X or better by A.M. Best's and authorized to do
               business in the State of Washington.  All coverages  described in
               this  Section  12(d)(1)  and (2) shall be endorsed to (i) provide
               Owner with thirty (45) days' notice of cancellation, non-renewal,
               or change in terms,  except 10 days for  non-payment  of premium;
               and (ii) waive all rights of subrogation by the insurance carrier
               against the Additional Insureds. Tenant shall deliver to Owner on
               or before the  commencement  date of this Lease,  and  thereafter
               before the expiration dates of the expiring  policies,  certified
               copies  of  Tenant's  insurance  policies,  or a  certificate  of
               insurance evidencing the same naming Owner,  Building Manager and
               other interested parties, as additional insured on the commercial
               general  liability  policy  and as  loss  payee  on the  property
               insurance policy with respect to Owner's interest in improvements
               and alterations,  and issued by the insurer thereunder.



                                       10
<PAGE>

               If Tenant fails to procure the insurance  required by this Lease,
               or to deliver such policies or  certificates,  then Owner may, at
               Owner's  option and in addition to Owner's other  remedies in the
               event of a default by Tenant hereunder,  procure the same for the
               account of Tenant, and the cost thereof shall be paid to Owner as
               Additional  Rent.  Tenant shall not have any claim against Owner,
               or under any insurance policy carried for the benefit of Owner or
               the Building,  for loss or damage to Tenant's  uninsured personal
               property that is uninsured  pursuant to Tenant's  election as set
               forth  in  Section   12d(1)  above.   Owner's   approval  of  the
               contractors  (including  subcontractors)  for the alterations and
               improvements  pursuant to Section 8, may include requiring Tenant
               to provide Owner with proof that (a) all  contractors  (including
               subcontractors)  will have  Workers'  Compensation  Insurance  as
               required by Washington law and carry adequate liability insurance
               on  substantially  the same  terms as  required  of Tenant  under
               Section  12(d)(2) and (3) above,  including  that Owner and Clise
               Agency Inc. shall be named as an additional insureds.

13   LIENS AND INSOLVENCY

     Tenant shall keep Premises and Building free from any liens or encumbrances
     arising out of any work performed by Tenant, materials furnished by Tenant,
     or obligations  incurred by Tenant.  Tenant expressly  covenants and agrees
     that no liens of mechanics, material men, laborers,  architects,  artisans,
     contractors  or  subcontractors  engaged  by or  through  Tenant,  shall be
     created  against or imposed  upon the  Premises or the  Building.  If Owner
     becomes aware of any such liens, Owner shall endeavor to give Tenant notice
     thereof.  In the event any such  claims or liens shall be asserted or filed
     by any  persons,  firms or  corporations  engaged by or  through  Tenant to
     perform labor or professional  services or furnish material  (collectively,
     "mechanics  liens"),  Tenant  shall  pay  off,  or  cause  the  same  to be
     discharged  of record by the  posting of a bond in  accordance  with R.C.W.
     60.04.161,  within ten (10) days of Owner's written demand, and any failure
     by Tenant to do so shall  constitute  a default and shall give the Owner an
     immediate  right to  terminate  this Lease by giving  Tenant  notice of its
     election to do so. Tenant  further  covenants and agrees that no other lien
     of any kind  whatsoever  arising  by or  through  Tenant  shall be  created
     against  or imposed  upon  Tenant's  leasehold  interest  in the  Premises,
     including  without  limitation any leasehold  mortgage or leasehold deed of
     trust  arising by or through  Tenant,  or any judgment  lien filed  against
     Tenant. In the event any such other liens shall be created or filed, Tenant
     shall pay off,  or  otherwise  cause the same to be  discharged  of record,
     within ten (10) days of Owner's written  demand,  and any failure by Tenant
     to do so shall  constitute  a default and shall give the Owner an immediate
     right to terminate this Lease by giving Tenant notice of its election to do
     so.  Owner shall also have an immediate  right to  terminate  this Lease by
     giving  Tenant  notice of its  election  to do so, if:  (i) Tenant  files a
     voluntary  petition  in  bankruptcy,   or  for  reorganization   under  the
     bankruptcy  laws,  or is  adjudged  a  bankrupt  by a  court  of  competent
     jurisdiction, and such judgment or stay is not dismissed or relieved within
     ninety  (90) days;  (ii)  Tenant  makes an  assignment  for the  benefit of
     creditors,  or a receiver is  appointed  for  Tenant's  business,  and such
     receiver is not dismissed  within sixty (60) days; or (iii) any  proceeding
     is instituted by or against Tenant under any state or federal insolvency or
     bankruptcy act and any such  proceeding,  if involuntary,  is not stayed or
     dismissed  within  sixty (60)  days.  No  interest  in this Lease or estate
     hereby  created in favor of Tenant shall pass by operation of law under any
     such  bankruptcy or  insolvency  act to any person  whomsoever  without the
     prior express written consent of Owner. Any purported transfer in violation
     of this Section shall constitute a default by Tenant.

14   TENANT'S DEFAULT AND OWNER'S RE-ENTRY

     a.   Default.  Except for an uncured default under the preceding  paragraph
          for which  immediate right of termination is given to Owner, if Tenant
          fails:  (i) to make  any  payment  due  hereunder,  including  but not
          limited  to  the  payment  of  Monthly  Base  Rent,  Additional  Rent,
          installation  or recurring fees (plus interest on any past due amounts
          at the  maximum  legal  rate  from  the date  due)  and  such  failure
          continues for three (3) business days after receipt of written  notice
          of  nonpayment;  or (ii) to perform any non -monetary  covenant  under
          this Lease  within  thirty (30) days after  receipt of written  notice
          from Owner stating the nature of the default,  then Owner may re-enter
          and take  possession of the Premises using all reasonable  force to do
          so; provided,  however,  that if the nature of such default other than
          for  non-payment  of rent is such that the same cannot  reasonably  be
          cured within such thirty-day period,  Tenant shall not be deemed to be
          in default if Tenant shall within such period  commence  such cure and
          thereafter diligently prosecute the same to completion.



                                       11
<PAGE>

     b.   Possession and Remedies.  Notwithstanding  such retaking of possession
          by Owner, Tenant's liability for the rent provided herein shall not be
          extinguished  for the  balance  of the  Initial  Lease  Term,  or,  if
          applicable,  the Extended Term,  except to the limited extent provided
          in this  Section.  Upon such  re-entry,  Owner may elect either (i) to
          terminate this Lease,  in which event Tenant shall  immediately pay to
          Owner a sum  equal  to (x) that by which  the then  cash  value of the
          total rent  reserved  under this Lease for the  balance of the Initial
          Lease Term, and any Extended Term, exceeds the reasonable rental value
          of the Premises for the balance of the then current  Lease Term,  plus
          (y) a termination fee equal to the then current unamortized portion of
          all  costs  of  this  Lease,  including  without  limitation,   tenant
          improvement   costs,   commissions  paid  to  the  Broker  and  moving
          allowances;  or (ii) without  terminating  this Lease, to relet all or
          any part of the Premises as the agent of and for the account of Tenant
          upon such terms and conditions as Owner may deem  advisable,  in which
          event the rents received on such  reletting  shall be applied first to
          the  expenses  of  reletting  and  collection,   including   necessary
          renovation and alteration of Premises,  reasonable attorney's fees and
          real estate  commissions  paid,  and thereafter to payment of all sums
          due to or to become due Owner hereunder, and if a sufficient sum shall
          not be thus realized to pay such sums and other charges,  Tenant shall
          pay  Owner  any  deficiency  monthly,  and  Owner  may bring an action
          therefor as such monthly deficiency shall arise.  Nothing herein shall
          relieve the Owner of its duty to mitigate damages.

     c.   Tenant's  Personal  Property.  In the  event of any such  retaking  of
          possession  of  Premises  by Owner as herein  provided,  Tenant  shall
          remove all personal  property  located thereon and, upon failure to do
          so upon demand of Owner,  Owner may, in addition to any other remedies
          allowed by law,  remove and store the same in any such place  selected
          by Owner,  including  but not  limited to a public  warehouse,  at the
          expense and risk of Tenant.  If Tenant  shall fail to pay any sums due
          hereunder or the cost of storing any such  property  after it has been
          stored for a period of thirty (30) days or more  hereunder,  Owner may
          sell any or all of such  property at public or private  sale and shall
          apply the  proceeds  of such  sale  first,  to the cost of such  sale;
          second, to the payment of the charges for storage,  if any; and third,
          to the payment of any other sums of money which may be due from Tenant
          to Owner under the terms of this Lease,  and the  balance,  if any, to
          Tenant.  If such property in Owner's  reasonable  opinion has a resale
          value of $500 or less,  Owner may  donate the  property  to charity or
          otherwise  dispose  of the  property  as Owner  sees fit  without  the
          necessity of a public or private sale. Tenant hereby waives all claims
          for damages  that may be caused by Owner's  lawfully  re-entering  and
          taking  possession  of Premises or  lawfully  removing  and storing or
          selling the property of Tenant as herein provided, and will save Owner
          and Clise Agency Inc. harmless from loss, costs, or damages occasioned
          thereby, and such lawful re-entry shall not be considered or construed
          to be a forcible entry.

15   SURRENDER OF POSSESSION

     Upon  expiration  of the term of this  Lease,  whether  by lapse of time or
     otherwise, Tenant shall promptly and peacefully surrender Premises to Owner
     broom clean and in good and tenantable condition,  reasonable wear and tear
     and damage by fire or other casualty  excepted.  Unless otherwise agreed by
     Owner in writing,  Tenant  shall  completely  restore  the  Premises to the
     condition existing at the time of delivery of premises to Tenant, including
     without  limitation,  repair of all holes,  cuts,  removal of all cable and
     telecommunications  wiring within the Premises,  above the ceiling,  and in
     riser  cabinets,   and  other  modifications  which  were  made  to  permit
     installation.

16   COSTS AND ATTORNEYS' FEES

     If Tenant or Owner shall bring any action for any relief against the other,
     declaratory or otherwise,  arising out of this Lease, including any suit by
     Owner for the recovery of rent or possession of Premises,  the losing party
     shall pay the successful  party a reasonable sum for reasonable  attorneys'
     fees and expert  witness  fees in such suit,  including  fees  incurred  in
     appeals and bankruptcy actions, and such attorneys' fees shall be deemed to
     have accrued on the commencement of such action.

17   NON-WAIVER

     Waiver by either  party of any breach of any term,  covenant  or  condition
     herein contained shall not be deemed to be a waiver of such term, covenant,
     or condition,  or of any  subsequent  breach of the same or any other term,
     covenant or condition herein contained.  The subsequent  acceptance of rent
     hereunder by Owner shall not be deemed to be a waiver of



                                       12
<PAGE>

     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 Owner's  knowledge of such preceding  breach at the
     time of acceptance of such rent.

18   ASSIGNMENT AND SUBLETTING

     a.   Owner's  Consent.  Except as provided in this  Section,  Tenant  shall
          neither assign,  mortgage,  encumber or otherwise  transfer this Lease
          nor sublet the whole or any part of the Premises  without in each case
          first  obtaining  Owner's  written  consent,  which may be withheld at
          Owner's   sole   discretion;   provided,   however,   Owner  will  not
          unreasonably  withhold its consent  (unless  Owner elects to terminate
          the  Lease,  as set forth  below) if  Tenant's  proposed  assignee  or
          subtenant ("Assignee") meets the following conditions:

          (1)  the  use  and  occupancy  of  Premises  by the  Assignee  will be
               consistent  with the operation and maintenance of the Building as
               a first-class office building;

          (2)  the proposed  assignment or sublease will not result in a default
               by Owner under any financing secured by the Building and will not
               otherwise be in conflict with any other Building lease; and

          (3)  the Assignee (and its  guarantors,  if any) shall have a tangible
               net worth,  determined  in accordance  with  accepted  accounting
               standards, at least equal to the tangible net worth of the Tenant
               (and its guarantors, if any) as of the date of this Lease.

     b.   No  Release.  Unless  otherwise  agreed by Owner in  writing,  no such
          assignment,  subletting or other  transfer shall relieve Tenant of any
          liability under this Lease. Consent to any such assignment, subletting
          or other  transfer  shall not operate as a waiver of the necessity for
          consent to any subsequent assignment,  subletting or transfer. If such
          consent is  requested,  Owner  reserves  the right to  terminate  this
          Lease,  or if consent is requested for subletting less than the entire
          Premises,  to  terminate  this Lease with  respect to the  portion for
          which such consent is  requested,  at the proposed  effective  date of
          such   subletting,   in  which   event  Owner  shall  enter  into  the
          relationship  of Owner and Tenant with any such subtenant or assignee,
          based on the rent (and/or other  compensation)  and the term agreed to
          by such  subtenant  or  assignee  and  otherwise  upon the  terms  and
          conditions of this Lease. Each request for an assignment or subletting
          must be accompanied by a Processing Fee equal to $1000.00, in order to
          reimburse Owner for expenses,  including  attorneys' fees, incurred in
          connection with such request.

     c.   Corporations.  If Tenant is a corporation,  any transfer of this Lease
          by: (i) merger,  consolidation,  or any change in the ownership of, or
          power to vote, a majority of its  outstanding  voting stock,  where in
          each  instance  the  Assignee  has a  verifiable  tangible  net worth,
          determined in accordance with accepted accounting standards,  at least
          equal to the tangible net worth of the Tenant (and its guarantors,  if
          any) as of the date of this Lease,  shall not constitute an assignment
          for the  purpose of this  Section,  provided  (A) Tenant  gives  Owner
          notice  thereof  within five (5) business  days  following  the public
          announcement of such  transaction or series of transactions  resulting
          in such transfer;  (B) Tenant provides Owner with evidence  confirming
          the net worth of the proposed  Assignee (and any guarantors);  and (C)
          the use and occupancy of Premises by the Assignee will be identical to
          Tenant  and  consistent  with the  operation  and  maintenance  of the
          Building  as a  Class-A  office  building;  and  (ii)  dissolution  or
          liquidation,  shall  constitute an assignment  for the purpose of this
          Section.

     d.   Other Entities. If Tenant is a partnership, limited liability company,
          or other entity,  any transfer of this Lease by merger,  consolidation
          or  liquidation,  dissolution or change in the ownership of a majority
          of the ownership  interests,  shall  constitute an assignment  for the
          purpose of this Section.

     e.   Profits.  If Tenant  assigns its interest in this Lease or sublets the
          Premises,  Tenant  shall  pay to Owner  one-half  (1/2) of any  profit
          received  realized by Tenant for such assignment or sublease,  whether
          such additional  consideration is in the form of rent in excess of the
          base Rent and/or  Additional  Rent payable by Tenant under this Lease,
          cash payments or otherwise;  however,  such  additional  consideration
          shall be  reduced  by any  reasonable  costs and  expenses  (including
          brokerage  fees and tenant  improvement  costs)  incurred by Tenant in
          connection with the sublease or assignment.



                                       13
<PAGE>

     f.   Assignee  Obligations.   As  a  condition  to  Owner's  approval,  any
          potential  assignee  otherwise  approved  by Owner  shall  assume  all
          obligations of Tenant under this Lease and, unless otherwise agreed by
          Owner in writing,  shall be jointly and  severally  liable with Tenant
          for the payment of Rent and  performance  of all terms,  covenants and
          conditions of this Lease.

     g.   Sublessee  Obligations.  Any sublessee shall assume all obligations of
          Tenant as to that portion of the Premises which is subleased and shall
          be  jointly  and  severally  liable  with  Tenant for rental and other
          payments and  performance of all terms,  covenants,  and conditions of
          such approved sublease.

     h.   Assignment   and  Subleasing  to   Affiliates.   Notwithstanding   the
          foregoing,  and  provided  Tenant is not in breach of any term of this
          Lease, Tenant shall have the right,  without the prior written consent
          of Owner  and upon at least ten (10)  days'  prior  written  notice to
          Owner  and  the  delivery  of the  executed  assignment  agreement  or
          sublease and supporting  documents as provided  below,  to assign this
          Lease or to sublet all or any portion of the  Premises to an Affiliate
          (as hereinafter  defined);  provided,  however,  no such assignment or
          subletting shall relieve Tenant of its obligations to Owner hereunder.
          The supporting  documents referred to above shall be such documents as
          establish  to the  reasonable  satisfaction  of  the  Owner  that  the
          proposed  assignee or subtenant  is an  Affiliate as used herein.  The
          term "Affiliate" means: (i) a subsidiary,  affiliate,  parent or other
          entity which  controls,  is controlled  by, or is under common control
          with,  Tenant;  (ii) a  successor  corporation  related  to  Tenant by
          merger, consolidation,  non-bankruptcy  reorganization,  or government
          action; or (iii) a joint venture in which Tenant is a general partner.
          The term "control" means ownership of more than fifty percent (50%) of
          the  voting  rights  attributable  to the  shares  of  the  controlled
          company. At a minimum, any such assignment or sublease agreement shall
          provide that it is subject to all of the terms and  provisions of this
          Lease and that the Lease may not be further assigned without the prior
          written  consent of Owner,  and any such  sublease  shall specify that
          such sublease  shall not be assigned or the Premises  further  sublet,
          without the prior written consent of Owner.

19   SUCCESSORS

     All of the covenants,  agreements,  terms and conditions  contained in this
     Lease  shall  apply to and be  binding  upon  Owner  and  Tenant  and their
     respective heirs, executors, administrators, successors and assigns.

20   TAX ON RENTAL

     If any  governmental  authority  or unit  under any  present  or future law
     effective  at any time  during the term of this  Lease  shall in any manner
     levy a tax on rentals payable under this Lease or on rentals  accruing from
     use of the Premises  under this Lease,  or a tax in any form against  Owner
     because of or measured by income  derived from the leasing or rental of the
     Premises,  the amount of the next succeeding month's rent following payment
     of such tax by Owner shall be increased by an amount equal to such tax paid
     by Owner, and for Tenant's  default in paying the rent thus revised,  Owner
     shall have the same remedies as upon failure to pay rent.  Tenant shall not
     be liable to pay any  amount  because  of  income  tax of a general  nature
     applicable to Owner's various  interests or sources of income. In the event
     that it shall not be lawful for Tenant to pay such tax, the rental  payable
     to Owner under this Lease shall be revised to net Owner the same net rental
     after  imposition of any such tax as would have been payable to Owner prior
     to the imposition of any such tax.

21   PRIORITY; ESTOPPEL

     a.   Subordination.  This Lease  shall be subject  and  subordinate  to any
          first  mortgage or deed of trust now existing or  hereafter  affecting
          the Building,  and to any and all advances to be made thereunder,  and
          to interest thereon and all  modifications,  renewals,  refinances and
          replacements or extensions thereof ("Owner's Mortgage"), provided that
          a condition  precedent to Tenant's agreement to subordinate this Lease
          pursuant  to this  Section  21 shall be  Tenant's  receipt  of written
          assurance by the mortgagee or beneficiary of any deed of trust that in
          the event of a foreclosure sale or deed in lieu of foreclosure, for so
          long as  Tenant  is not in  default  under the  terms,  covenants  and
          conditions of this Lease,  this Lease shall continue in full force and
          effect as a direct  lease  between the Tenant and Owner or  succeeding
          owner of the Premises.

     b.   Foreclosure,   Nondisturbance  and  Attornment.  In  the  event  of  a
          foreclosure under Owner's Mortgage,  this Lease shall continue in full
          force and effect,  Tenant's  possession  of the Premises  shall not be
          disturbed  provided  Tenant is not in default  under this Lease beyond




                                       14
<PAGE>

          all applicable notice and cure periods,  and Tenant will attorn to and
          recognize the mortgagee or purchaser at a foreclosure sale as Tenant's
          Owner for the  remainder of the Initial  Lease Term,  and any Extended
          Term. If any mortgagee of the real property and the Building wishes to
          have this Lease  prior to the lien of its  mortgage,  then and in such
          event, upon such mortgagee notifying Tenant to that effect, this Lease
          shall be deemed prior to the lien of such mortgage.

     c.   Self-Operating. Sections 21(a) and 21(b) are self-operating; provided,
          however,  Tenant shall promptly  execute and deliver any  commercially
          reasonable  document  required  by  Owner  or the  holder  of  Owner's
          Mortgage  necessary  to confirm  the  agreement  set forth in Sections
          21(a) and 21(b). Such document (a "Subordination,  Non-Disturbance and
          Attornment  Agreement")  may also  contain,  at the  option of Owner's
          mortgagee,  such further  assurances by Tenant to Owner's mortgagee as
          are reasonable,  usual or customary in the commercial lending industry
          (e.g., assurances by Tenant to Owner's mortgagee that this Lease shall
          not be amended or  terminated  without its consent,  that Tenant shall
          provide  Owner's  mortgagee  with notice and  opportunity  to cure any
          default  under this  Lease by Owner,  and that any  defaults  by Owner
          under the Lease shall not be offset against the rent due from Tenant).

     d.   Estoppel  Certificate.  Tenant  shall,  within  twenty (20) days after
          receiving a written request from Owner, execute and deliver to Owner a
          written statement,  which may be relied upon Owner and any third-party
          with whom Owner is dealing,  certifying the following: the accuracy of
          the Lease;  the  commencement  date and expiration  date of the Lease;
          that the Lease is unmodified and in full force and effect,  or in full
          force and  effect as  modified,  setting  forth in detail the date and
          nature of the modification;  whether to Tenant's knowledge,  Tenant is
          in default or whether  Tenant has any claims or demands  against Owner
          and, if so, specifying the default, claim or demand; and other correct
          and reasonably  ascertainable  facts which are covered by the terms of
          this Lease; and such other reasonable,  usual or customary  assurances
          as may be  requested  by a third  party  intending  to rely  upon  the
          validity and/or security of this Lease.

22   CONDEMNATION

     If the whole of  Premises,  or if such  portion of either  Premises  or the
     facilities  in  Building  as may be  required  for  the  reasonable  use of
     Premises,  shall be taken by virtue of any  condemnation  or eminent domain
     proceeding,  or by purchase in lieu thereof,  or for public or  quasipublic
     use, directly or indirectly, this Lease shall automatically terminate as of
     the date of such condemnation,  or purchase in lieu of condemnation,  or as
     of the date possession is taken by the condemning  authority,  whichever is
     earlier.  Current  rent  shall  be  apportioned  as of  the  date  of  such
     termination.  In case of a taking of a part of Premises or a portion of the
     facilities  in Building not required  for the  reasonable  use of Premises,
     then this  Lease  shall  continue  in full  force and effect and the rental
     shall be equitably  reduced  based on the  proportion by which the rentable
     area of Premises is reduced,  such rent  reduction  to be  effective on the
     date of such partial taking. No award of any partial or entire taking shall
     be  apportioned,  and Tenant hereby assigns to Owner any award which may be
     made in such  taking or  condemnation  together  with any and all rights of
     Tenant  now or  hereafter  arising  in or to the same or any part  thereof,
     provided,  however,  that nothing  herein shall be deemed to give Owner any
     interest in, or to require  Tenant to assign to Owner,  any  entitlement to
     Tenant's  moving  or  relocation  expenses.  Tenant  agrees  to  sign  such
     documents and take such steps in any condemnation  action as may reasonably
     be requested  by Owner and that may be necessary to implement  this Section
     22.

23   RESERVED

24   OPERATING EXPENSES

     a.   Definitions.  As used herein,  the following  terms have the following
          respective  meanings unless the context otherwise specifies or clearly
          requires.

          (1)  "Base Year Operating  Expenses" means Operating  Expenses for the
               calendar  year 2004 (the  "Base  Year")  multiplied  by  Tenant's
               Share.

          (2)  "Expense  Year" means each twelve (12)  consecutive  month period
               commencing January 1 of each year.

          (3)  "Tenant's  Share"  means  1.20 % of a  given  item  of  Operating
               Expenses.



                                       15
<PAGE>

          (4)  "Operating Expenses" means all reasonable and necessary expenses,
               based on  Owner's  reasonable  business  judgment  and  customary
               practices,  paid or incurred by Owner for maintaining,  operating
               and  repairing  the Building  (including  the  Garage),  the real
               property,  and a fair and reasonable  allocation for the personal
               property used in  conjunction  therewith,  to the extent not paid
               directly by Tenant or any other tenant of the Building, including
               but not limited to the following:

               A.   salaries,   and  other  compensation,   including  vacation,
                    holiday, and other paid absences;  and welfare,  retirement,
                    and  other  fringe  benefits  that  are  paid to  employees,
                    independent  contractors  or agents of Owner  engaged in the
                    operation,  repair,  management,  or maintenance of the real
                    property and/or the Building and Garage;

               B.   repairs and  maintenance of the Building,  Garage,  and real
                    property and the cost of  supplies,  tools,  materials,  and
                    equipment  for  Building  and  real  property   repairs  and
                    maintenance;

               C.   all real property  taxes and currently due  installments  of
                    assessments,  special or  otherwise,  which are imposed upon
                    the Building,  Garage and the real  property,  together with
                    reasonable legal fees, costs, and disbursements incurred for
                    proceedings to contest,  determine,  or reduce such taxes or
                    assessments,   but  only  to  the   extent   such  taxes  or
                    assessments are actually reduced;

               D.   premiums and other  charges  incurred by Owner for insurance
                    on the  Building  and  the  real  property  as  Owner  deems
                    reasonably necessary, including:

                    (i)  fire insurance, extended coverage insurance, windstorm,
                         hail, and explosion insurance,  and rental interruption
                         insurance;

                    (ii) public liability and property damage insurance;

                    (iii) elevator insurance;

                    (iv) boiler  and  machinery  insurance;  sprinkler  leakage,
                         water damage,  water damage legal liability  insurance;
                         burglary,   fidelity,   and   pilferage   insurance  on
                         equipment and materials;

                    (v)  other insurance as is customarily  carried by operators
                         of   comparable   office   buildings  in  the  Seattle,
                         Washington area;

               E.   costs incurred for  inspection and servicing,  including all
                    outside  maintenance  contracts  necessary or proper for the
                    maintenance  and  security of the  Building,  Garage and the
                    real  property,  such as  janitorial  and  window  cleaning,
                    rubbish removal,  exterminating,  water treatment, elevator,
                    electrical, plumbing, and mechanical equipment, and the cost
                    of  materials,  tools,  supplies,  and  equipment  used  for
                    inspection and servicing;

               F.   costs incurred for electricity,  water,  gas, fuel, or other
                    utilities;

               G.   payroll taxes,  federal taxes,  state and local unemployment
                    taxes, and social security taxes paid for employees;

               H.   sales, use, and excise taxes on goods and services purchased
                    by Owner;

               I.   license, permit, and inspection fees;

               J.   accounting fees;

               K.   legal fees, costs, and disbursements but excluding those:

                    (i)  relating  to   negotiating   leases  for  or  regarding
                         disputes with tenants,

                    (ii) based  upon  Owner's   negligence  or  other   tortious
                         conduct,



                                       16
<PAGE>

                    (iii)relating to enforcing  any leases  except for enforcing
                         lease  provisions  for  the  benefit  of  the  Building
                         tenants generally, or

               L.   the cost of any capital  expenditures either (i) paid for by
                    Owner and required by any new (or change in) laws,  rules or
                    regulations  of  any   governmental  or   quasi-governmental
                    authority  which are enacted  after the  Commencement  Date;
                    (ii) purchased or incurred as a  labor-saving  measure or to
                    affect other  economies in the operation or  maintenance  of
                    the Building, and Garage (provided the annual amortized cost
                    does not exceed the actual cost  savings  realized  and such
                    savings  do not  redound  primarily  to the  benefit  of any
                    particular  tenant); or (iii) the cost of any change made or
                    required to be made to the Garage,  base Building,  Building
                    Systems and/or Building Structure as a result of alterations
                    to the  Premises  made by Tenant,  except to the extent such
                    alterations  constitute normal and customary business office
                    improvements (collectively,  the "Permitted Capital Items").
                    Any included capital  expenditures  described in subsections
                    (i) and (ii) above shall be  amortized  over the useful life
                    of the  improvement as reasonably  determined by Owner.  Any
                    included capital expenditures  described in subsection (iii)
                    above shall be  amortized  over the  remaining  term of this
                    Lease  (including  any  Extended  Term to which  Tenant  has
                    committed).  Such amortization  shall include a fixed annual
                    interest  rate  calculated  at Bank of America's  prime rate
                    plus  two  percent  (2%) as of the  time  that  the  capital
                    improvement  is placed  in  service.  Tenant's  Share of the
                    capital  expenditures  described in  subsection  (iii) above
                    shall  include  the  share  that  would be paid by any other
                    tenant in the  Building  but for the fact  that  such  other
                    tenant's  lease does not provide for  reimbursement  of such
                    capital expense; and

               M.   other costs, including security costs,  reasonably necessary
                    to operate,  repair,  manage, and maintain the Property in a
                    first-class manner and condition.

          (5)  Notwithstanding any thing in the definition of Operating Expenses
               to the contrary, Operating Expenses shall not include:

               A.   Capital  expenditures  required  by (i)  Owner's  failure to
                    comply with laws  enacted on or before the  commencement  of
                    the Lease Term,  or (ii) the  enactment of  subsequent  laws
                    related to upgrading or expanding the  sprinkler  system for
                    the Building;

               B.   Costs incurred by Owner for alterations which are considered
                    capital   improvements  or   replacements   under  generally
                    accepted accounting principles, consistently applied, except
                    Permitted Capital Items above;

               C.   Costs  incurred  by Owner  for the  repair  of damage to the
                    Building occasioned by fire, windstorm, earthquake, flood or
                    other  casualty or loss in excess of any insurance  proceeds
                    therefore,  or by the  exercise of eminent  domain,  and any
                    costs  incurred  by Owner  for the  repair  of damage to the
                    extent that Owner is reimbursed by insurance proceeds;

               D.   Costs,  including  permit,  license  and  inspection  costs,
                    incurred  with  respect  to  the   installation   of  tenant
                    improvements made for tenants in the Building or incurred in
                    renovating or otherwise improving,  decorating,  painting or
                    redecorating  vacant space for tenants or other occupants of
                    the building;

               E.   Depreciation,  amortization and interest payments, except as
                    provided herein and except on materials, tools, supplies and
                    vendor-type  equipment purchased by Owner to enable Owner to
                    supply  services Owner might  otherwise  contract for with a
                    third  party  where  such  depreciation,   amortization  and
                    interest  payments would otherwise have been included in the
                    charge for such third party's services, all as determined in
                    accordance with generally  accepted  accounting  principles,
                    consistently  applied, and when depreciation or amortization
                    is permitted or required,  the item shall be amortized  over
                    its reasonable anticipated useful life;



                                       17
<PAGE>

               F.   Leasing commissions,  attorneys' fees, space planning costs,
                    and other costs and expenses incurred in connection with new
                    or   existing   space   leases  in  the   Building  or  with
                    negotiations or disputes with present or prospective tenants
                    or other occupants of the Building;

               G.   Expenses in connection with services or other benefits which
                    are not offered to Tenant or for which Tenant is charged for
                    directly  but which are not  provided  to another  tenant or
                    occupant of the Building;

               H.   Costs incurred by Owner due to the violation by Owner or any
                    tenant of the terms and  conditions of any lease of space in
                    the Building;

               I.   Overhead   and  profit   increment   paid  to  Owner  or  to
                    subsidiaries   or  affiliates  of  Owner  for  goods  and/or
                    services in the  Building to the extent the same exceeds the
                    costs of such goods and/or services rendered by unaffiliated
                    third parties on a competitive basis;

               J.   Interest,   principal,   points   and   fees  on   debts  or
                    amortization  on any mortgage or mortgages or any other debt
                    instrument encumbering the Building or the property on which
                    the Building  stands,  and rents payable in connection  with
                    any  ground or  underlying  lease of all or a portion of the
                    Building or the land on which it is located;

               K.   Owner's general  corporate and  administrative  overhead not
                    related to the Building;

               L.   All items and  services for which Tenant or any other tenant
                    in  the  Building   reimburses  Owner  (other  than  through
                    Tenant's percentage share or any other tenant(s)' percentage
                    share  of  operating  expenses),  or  which  Owner  provides
                    selectively  to one or  more  tenants  (other  than  Tenant)
                    without reimbursement;

               M.   Electric power costs for which any tenant directly contracts
                    with the local public service company;

               N.   Services  provided and costs incurred in connection with the
                    operation  of  any  retail  restaurant   operations  in  the
                    Building to the extent such  retail  costs  exceed the costs
                    for non-retail  business  offices;  provided,  however,  the
                    square footage of such retail operations must be included in
                    the  denominator  of  the  fraction  utilized  to  determine
                    Tenant's percentage share of operating expenses;

               O.   Tax  penalties  or interest  incurred as a result of Owner's
                    negligence or inability or unwillingness to make payments or
                    informational returns when due;

               P.   All assessments which are not specifically charged to Tenant
                    because of what Tenant has done,  which can be paid by Owner
                    in  installments,  shall  be paid by  Owner  in the  maximum
                    number of installments  permitted by law and not included as
                    operating   expenses   except  in  the  year  in  which  the
                    assessment installment is actually paid;

               Q.   Costs for which Owner has been  compensated  by a management
                    fee which  exceeds  the amount of such costs that would have
                    been charged by Owner from a non-affiliated entity;

               R.   Taxes  allocable to any space in the  Building  subject to a
                    triple net lease;

               S.   Costs  arising from latent  defects in all or any portion of
                    the Building;

               T.   Costs  associated  with the operation of the business of the
                    partnership  or entity which  constitutes  Owner as the same
                    are  distinguished  from  the  costs  or  operation  of  the
                    Building,   including   partnership   accounting  and  legal
                    matters,  costs of defending any lawsuits with any mortgagee
                    (except as the actions of Tenant may be in issue),  costs of
                    selling, syndicating, financing, mortgaging or hypothecating
                    any of Owner's interest in the




                                       18
<PAGE>


                    Building   operation,   disputes  of  Owner  with   Building
                    management, or outside fees paid in connection with disputes
                    with other tenants;

               U.   Rental concessions or lease buyouts;

               V.   Estate,  inheritance,  gift,  franchise  and income taxes of
                    Owner;

               W.   The  cost  of  installing,  operating  and  maintaining  any
                    specialty service or special facility such as a health club,
                    cafeteria or dining facility; and

               X.   Amounts  received by Owner through  proceeds of insurance to
                    the extent the proceeds are  compensation  for expenses that
                    were previously included in Building operating costs charged
                    to tenants.

     b.   Additional  Rent for Estimated  Increases in Operating  Expenses.  For
          each  Expense  Year after the Base Year  during the Lease Term and the
          Extended  Term,  as the case may be,  Owner shall  furnish to Tenant a
          written  statement  setting  forth  (1)  Tenant's  Share of  Estimated
          Operating  Expenses  for such  Expense  Year,  and (2) the  amount  of
          Additional Rent payable  monthly during such Expense Year,  which will
          equal  one-twelfth  (1/12) of the amount,  if any, by which  Estimated
          Operating   Expenses  allocable  to  the  Premises  exceed  Base  Year
          Operating Expenses allocable to the Premises. Owner shall furnish such
          written statement to Tenant no later than December 1 of the Lease Year
          immediately  prior  to the  Lease  Year  for  which  the  estimate  is
          provided.  Commencing  on the later of (3)  January 1, 2005 or (4) the
          thirteenth  month  (13th)  month  after  the  Commencement  Date,  and
          continuing for each subsequent month thereafter, Tenant shall pay such
          amount  to Owner  each  month  during  the  Expense  Year to which the
          estimate  applies,  at the same time and in the same manner as Monthly
          Base Rent is payable by Tenant to Owner.  If such Estimated  Operating
          Expenses are furnished after the  commencement of the Expense Year but
          within the first sixty (60) days of said year,  Tenant  shall,  within
          ten (10) days  following the date on which the written  statement from
          Owner is delivered to Tenant, also make a retroactive lump-sum payment
          equal to any accrued shortfall.  If such Estimated  Operating Expenses
          are furnished more than sixty (60) days after the  commencement of the
          Expense  Year,  Tenant  shall,  make up any shortfall in equal monthly
          installments  spread  over the  number of months  less one,  that have
          passed since the Estimated Operating Expense report was due. If at any
          time during an Expense Year,  it appears to Owner that Tenant's  Share
          of  Actual  Operating  Expenses  for the  Expense  Year will vary from
          Owner's  estimate by more than five percent  (5%),  Owner shall,  upon
          written notice to Tenant, revise its estimate for the Expense Year and
          Additional  Rent  payable  by  Tenant  for such  Expense  Year  shall,
          following  the  date of such  notice,  be  based  on  Owner's  revised
          estimate.

     c.   Adjustment for Actual  Operating  Expenses.  Within one hundred twenty
          (120)  days  after  the close of each  Expense  Year  during  the term
          hereof,  Owner  shall  deliver to Tenant a written  statement  setting
          forth the actual Operating Expenses during the preceding Expense Year.
          If such costs for any  Expense  Year  exceed the  Estimated  Operating
          Costs  paid by Tenant to Owner  pursuant  to this  Section 24 for such
          Expense  Year,  Tenant shall pay the amount of such excess to Owner as
          Additional  Rent  within  thirty  (30)  days  after  receipt  of  such
          statement  by Tenant.  If such  statement  shows such costs to be less
          than the amount paid by Tenant to Owner  pursuant to this  Section 24,
          then the amount of such overpayment  shall be credited toward the next
          monthly rent payable by Tenant or, if this Lease has terminated, shall
          be paid to Tenant within thirty (30) days.

     d.   Determinations.  The determination of Operating Expenses and Estimated
          Operating  Expenses shall be made by Owner in its reasonable  business
          judgment.  If Tenant notifies Owner in writing within three (3) months
          after the  receipt by Tenant of Owner's  statement  setting  forth the
          preceding years' Operating  Expenses,  then Tenant may review or audit
          Owner's  books and records  pertaining to Operating  Expenses.  In the
          event that the audit  results in a request by Tenant for an adjustment
          in the rent paid or to be paid,  all  audit  results  and work  papers
          shall be made  available  to Owner.  In the event that any such audit,
          conducted in accordance with generally accepted accounting principles,
          correctly  reveals a discrepancy  of four percent (4%) or more between
          Owner's  statement of the actual  Operating  Costs for an Expense Year
          and the amount of such  Operating  Expenses  determined by such audit,
          then if the Operating  Expenses were overstated  Owner shall reimburse
          to Tenant the excess amount paid by Tenant and Owner shall pay for the
          reasonable  cost of such audit within  thirty (30) days.  In all other
          cases, the costs of the



                                       19
<PAGE>


          audit shall be borne by Tenant. Any disputes  regarding  determination
          of  Additional  Rent due under this  Section 24 shall be  resolved  by
          binding arbitration as set forth in Exhibit D.

     e.   End of Term. If this Lease terminates on a day other than the last day
          of an  Expense  Year,  then  the  amount  of  any  adjustment  between
          Estimated  Operating  Expenses  and  Actual  Operating  Expenses  with
          respect to the Expense Year in which such  termination  occurs will be
          prorated on the basis  which the number of days from the  commencement
          of such Expense Year to and including such  termination  date bears to
          365, and any amount payable by Owner to Tenant or Tenant to Owner with
          respect to such  adjustment  is payable  within thirty (30) days after
          delivery of the  Statement  of  Operating  Costs with  respect to such
          Expense Year.

     f.   Additional Rent. Rent due pursuant to this section shall be Additional
          Rent  payable  by Tenant  hereunder,  and in the  event of  nonpayment
          thereof,  Owner  shall  have  similar  rights  with  respect  to  such
          nonpayment  as it has with  respect  to any other  nonpayment  of Rent
          hereunder.

25   NOTICES

     All  notices  under this Lease shall be in writing  and  delivered:  (a) by
     facsimile;  (b) by private courier service which provides a receipt; or (c)
     by registered or certified mail, postage prepaid, return receipt requested.
     All  notices  shall be deemed to have been given upon the  earlier  of: (i)
     receipt,  as evidenced by courier's  receipt,  certified  mail receipt,  or
     written  evidence  of  completion  of  facsimile  transmission;  or (ii) if
     mailed,  as  provided  above,  the third day  following  due deposit in the
     United  States mail.  Notices  shall be addressed to the other party at the
     addresses set forth in Section  1(h), or at such other  addresses as either
     party may give to the other by notice in  writing in  accordance  with this
     Section.

26   ENTIRE AGREEMENT

     This Lease together with the Exhibits hereto contains all the covenants and
     agreements  between  Owner and  Tenant  relating  in any way to the use and
     occupancy of the  Premises,  and all other matters set forth in this Lease.
     No prior agreements or understandings,  whether oral or written, pertaining
     to this Lease shall be valid or of any force or effect;  and the  covenants
     and  agreements  of this  Lease may not be  altered,  modified  or added to
     except in writing signed by both parties.

27   NAME OF BUILDING

     Owner  reserves  the right in its sole  discretion  to  change  the name of
     Building from that specified in Section 3.

28   CONSTRUCTION

     The titles to Sections of this Lease are not a part of this Lease and shall
     have no effect upon the construction or interpretation of any part thereof.
     This  Lease  shall be  construed  and  governed  by the law of the State of
     Washington.

29   TIME OF ESSENCE

     Time is of the essence of this Lease.

30   FORCE MAJEURE

     Except for  Tenant's  obligations  of payments  due under this  Lease,  the
     executory  obligations of parties hereunder shall be excused to the extent,
     but  only  to  the  extent,   delayed  or  prevented  by  reason  of  labor
     disturbances or labor disputes of any character, by the inability to secure
     fuel, supplies,  machinery,  equipment or labor after reasonable efforts to
     do so, restrictive governmental laws or regulations,  riots,  insurrection,
     war or any other causes beyond the reasonable control of the affected party
     hereto and which such party could not by reasonable  diligence have avoided
     ("Force Majeure"). The party directly affected by a Force Majeure shall use
     all reasonable efforts to minimize the effects of the same.

31   COMPLIANCE WITH LAWS

     Tenant  shall at its own cost and expense  obtain any and all  licenses and
     permits  necessary for its use and occupancy of the Premises.  Tenant shall
     comply with all governmental laws,



                                       20
<PAGE>

     ordinances and regulations applicable to the use of the Premises, and shall
     promptly comply with all governmental  orders and directives  including but
     not limited to those regarding the correction,  prevention and abatement of
     nuisances in or upon, or connected with, the Premises, all at Tenant's sole
     expense;  provided,  however, that Tenant shall not be required to make any
     repair to,  modification  of, or addition to the Building  Structure and/or
     the  Building  Systems  and/or the real  property  except and to the extent
     required  because  of  Tenant's  specific  use of all or a  portion  of the
     Premises.

32   HAZARDOUS MATERIALS.

     Tenant  shall not use,  generate,  treat,  store or  dispose  of  Hazardous
     Material  on the  Premises  or  common  area of the  Building  or the  real
     property  (the  "Common   Area")  except  in  accordance   with  all  laws,
     ordinances,  rules and regulations of all governmental  authorities  having
     jurisdiction  over the  Premises or Common  Area.  If Tenant  breaches  the
     obligations  stated  in  the  preceding  sentence,  or if the  presence  of
     Hazardous  Material on the  Premises or Common Area caused or  permitted by
     Tenant results in contamination of the Premises or Common Area, then Tenant
     shall  indemnify,  defend and hold Owner  harmless from any and all claims,
     judgments,   damages,  penalties,  fines,  costs,  liabilities,  or  losses
     (including without limitation diminution in value of the Premises or Common
     Area,  damages for the loss or restriction on the use of rentable or usable
     space or of any adverse  impact on  marketing  of space on the  Premises or
     Common  Area,  and sums paid in  settlement  of  claims,  attorneys'  fees,
     consultant  fees and expert  fees) which arise  during or after the Initial
     Lease Term, and any Extended Term, as a result of such contamination.  This
     indemnification  of Owner by Tenant  includes,  without  limitation,  costs
     incurred in connection  with any  investigation  of site  conditions or any
     clean-up,  remedial  removal or  restoration  work required by any federal,
     state or local governmental agency, political subdivision,  lender or buyer
     because of  Hazardous  Material  present in the soil or  groundwater  on or
     under the Premises or Common  Area,  diminution  in value of the  Premises,
     damages for the loss or  restriction  on use of rentable or usable space or
     of any amenity of the  Premises or Common  Area,  damages  arising from any
     adverse  impact on  marketing  of space in the  building,  and sums paid in
     settlement  of  claims,   reasonable   attorneys'  fees,  consultant  fees,
     laboratory  fees and expert fees.  Without  limiting the foregoing,  if the
     presence of any Hazardous Material on the Premises or Common Area caused or
     permitted by Tenant results in any  contamination of the Premises or Common
     Area,  Tenant  shall  promptly  take all actions at its sole expense as are
     necessary to return the Premises or Common Area to the  condition  existing
     prior to the  contamination  of the  Premises  or  Common  Area by any such
     Hazardous  Material;  provided,  however,  Owner's  approval of such action
     shall first be obtained, which approval shall not be unreasonably withheld.
     Tenant will deliver to Owner copies of any documents received from, or sent
     by Tenant to, the United States Environmental  Protection Agency and/or any
     state,  county or municipal  environmental or health agency  concerning the
     Tenant's  operations on the Premises.  As used herein,  the term "Hazardous
     Material" means any substance which is (i) designated,  defined, classified
     or regulated as a hazardous substance, hazardous material, hazardous waste,
     pollutant  or  contaminant  under any  Environmental  Law, as  currently in
     effect or as hereafter  amended or enacted,  (ii) a petroleum  hydrocarbon,
     including  crude oil or any fraction  thereof and all  petroleum  products,
     (iii) PCBs,  (iv) lead,  (v) asbestos,  (vi)  flammable  explosives,  (vii)
     infectious   materials   or  fungi,   or  (viii)   radioactive   materials.
     "Environmental  Law(s)"  means the  Comprehensive  Environmental  Response,
     Compensation,  and Liability Act of 1980, 42 U.S.C. Sections 9601, et seq.,
     the Resource  Conservation  and Recovery  Act of 1976,  42 U.S.C.  Sections
     6901, et seq., the Toxic Substances  Control Act, 15 U.S.C.  Sections 2601,
     et seq., the Hazardous  Materials  Transportation  Act, 49 U.S.C.  5101, et
     seq.,  the Clean  Water Act,  33 U.S.C.  Sections  1251,  et seq.,  and the
     Washington  Model Toxics  Control Act,  Revised Code of Washington  Chapter
     70.105D,  as said laws have  been  supplemented  or  amended  to date,  the
     regulations  promulgated pursuant to said laws and any other federal, state
     or local law,  statute,  rule,  regulation or ordinance  which regulates or
     proscribes the use, storage, disposal, presence,  clean-up,  transportation
     or  release  or  threatened  release  into  the  environment  of  Hazardous
     Material.

33  SURVIVAL OF PROVISIONS UPON TERMINATION OF LEASE.

     This Lease shall  survive the  expiration of the Initial Lease Term (or the
     Extended  Term,  as  applicable)  to the  extent  necessary  that any term,
     covenant or  condition  of this Lease which  requires  the  performance  of
     obligations  or  forbearance  of an act by either  party  hereto  after the
     termination of this Lease.  Such survival shall be to the extent reasonably
     necessary to fulfill the intent thereof, or if specified,  to the extent of
     such  specification,  as  same  is  reasonably  necessary  to  perform  the
     obligations and/or  forbearance of an act set forth in such term,  covenant
     or condition.


                    [Signatures appear on the following page]




                                       21
<PAGE>


IN WITNESS  WHEREOF,  Owner and Tenant have signed this Lease on the dates noted
below.

OWNER:
SIXTH & VIRGINIA PROPERTIES,
  a Washington general partnership

     By:  Clise Properties, Inc., a Washington corporation
     Its: Partner

          By: ___________________________________
              A.M. Clise, Chairman and CEO

Date: _________________________________



TENANT:
APTIMUS, INC.,
  a Washington Corporation

By: ______________________________

Printed Name: ____________________

Its: _____________________________

Date: ____________________________





STATE OF WASHINGTON   )
                      ) ss.
COUNTY OF KING        )

I certify  that I know or have  satisfactory  evidence  that  A.M.  CLISE is the
person who appeared before me and said person  acknowledged  that he signed this
instrument,  on oath stated that he was authorized to execute the instrument and
acknowledged it as the Chairman and CEO of Clise Properties,  Inc., a Washington
corporation,  a partner of SIXTH & VIRGINIA  PROPERTIES,  a  Washington  general
partnership,  to be the free and  voluntary  act of such  party for the uses and
purposes mentioned in the instrument.

Dated: _____________
                                         ______________________________________
                                         Print Name: Jennifer A. Richards
                                         NOTARY PUBLIC in and for the State of
                                         Washington, residing at Seattle
                                         My commission expires: ____/____/_____









                                       22
<PAGE>

                                    EXHIBIT A
                                       TO
                               AGREEMENT OF LEASE

                             Floor Plan of Premises








                                      A-1

<PAGE>
                                    EXHIBIT B
                                       TO
                               AGREEMENT OF LEASE

                            Plans and Specifications





                                    B-1



<PAGE>

                                    EXHIBIT C
                                       TO
                               AGREEMENT OF LEASE

                                   Work Letter
                                   -----------


     This  Workletter  is attached to and a part of that certain  lease  between
SIXTH & VIRGINIA  PROPERTIES,  a Washington  general  partnership  ("Owner") and
APTIMUS,  INC.  a  Washington  corporation  ("Tenant").   The  purpose  of  this
Workletter is to set forth how the tenant improvements to the Premises are to be
constructed and designed, who will be responsible for constructing and designing
the tenant improvements, and who will pay for the tenant improvements. Owner and
Tenant agree as follows:

1.   Defined Terms.  Unless the context otherwise  requires,  terms used in this
     workletter shall have the same meaning as such terms have in the Lease. The
     following capitalized terms shall have the meaning set forth below:

     "BUSINESS DAY" means any day other than a Saturday,  Sunday or other day on
     which United States national banks in Seattle, Washington are authorized or
     required by law to be closed for business.

     "CONTRACTOR"  means  the  contractor  selected  and  agreed to by Owner and
     Tenant for purposes of completing the Tenant Improvements.

     "COST OF WORK"  means  all costs of  completing  the  Work,  including  the
     Contractor's  fees and profits,  sales taxes,  insurance  premiums,  permit
     fees, the cost of  demolishing  existing  improvements  and all other costs
     incurred by Owner or Tenant in connection with the design and  construction
     of the Tenant Improvements.

     "PLANS AND SPECIFICATIONS" means Exhibit B of the Lease, which shall detail
     all  specifications  necessary to construct the Tenant  Improvements to the
     Premises,  which shall  include all  improvements  to be provided for under
     this workletter.

     "READY FOR  OCCUPANCY" or  "SUBSTANTIAL  COMPLETION"  means complete to the
     extent  Tenant may  reasonably  use and occupy the Premises for the purpose
     for which the same were intended, subject to minor details of construction,
     decoration and mechanical adjustments that remain to be completed by Owner.

     "TENANT  IMPROVEMENTS"  means those  certain  improvements  to the Premises
     described  in the  Exhibit  B to the  Lease,  as the same  may be  modified
     pursuant  to  Paragraph  5 below  including  labor and  materials  that are
     utilized directly or indirectly in altering,  repairing,  improving, adding
     to,  modifying  or otherwise  changing the Premises but not included  under
     "Shell Condition" below.

     "TENANT IMPROVEMENT ALLOWANCE" means the amount of $90,000.00,  which Owner
     agrees to contribute towards payment for the Cost of the Work.

     "TENANT'S  REPRESENTATIVE" means the individual designated by Tenant as its
     tenant  improvement  representative  in accordance with Paragraph 7 of this
     Workletter.

     "WORK" means design, permitting and construction of the Tenant Improvements
     in accordance with the Plans and Specifications.

2.   Construction of Tenant  Improvements.  Promptly after Owner and Tenant have
     reached  agreement  on the  Plans  and  Specifications,  Owner  will  cause
     Contractor to submit an estimate (the "Estimate") of the Cost of Work to be
     approved by Owner and Tenant.  If Tenant fails to  disapprove  the Estimate
     within three (3) Business Days,  then the Estimate will be deemed  approved
     by  Tenant.  Owner  will  then  enter  into a  construction  contract  with
     Contractor  and will cause the Tenant  Improvements  to be  constructed  in
     accordance with the Plans and Specifications, as the same may be revised in
     accordance with Paragraph 5 below.  If the Estimate  details a Cost of Work
     (as reasonably determined by Owner and approved by Tenant) in excess of the
     amount of the Tenant Improvement  Allowance,  then Tenant,  within ten (10)
     days after  receiving the Estimate,  shall pay the amount of the difference
     (the "Tenant  Payment") to Owner. The Tenant Payment may be commingled with
     other  funds of Owner and Tenant  shall not be  entitled  to earn  interest
     thereon.  The  Tenant  Payment  shall be  applied to the cost of the



                                      C-1
<PAGE>

     Tenant  Improvements only after the Tenant  Improvement  Allowance has been
     fully expended in payment of the Tenant  Improvements.  Owner shall provide
     Tenant a monthly written accounting of the Tenant Payment.  The balance, if
     any, of the Tenant Payment remaining following Substantial Completion shall
     be returned to Tenant within ten (10) days after written demand therefor by
     Tenant.  Contractor  shall  obtain  all  necessary  permits,  licenses  and
     approvals  including building permits,  from such governmental  authorities
     for the construction of the Tenant  Improvements.  Tenant's  Representative
     shall have reasonable  access to the construction in progress and scheduled
     meetings with the contractor and Owner's representative.

3.   Acceptance  of the  Premises.  Owner  will  notify  Tenant  when the Tenant
     Improvements are Ready for Occupancy.  Within three (3) Business Days after
     receiving such notice,  and prior to move-in of any furniture,  fixtures or
     equipment  of Tenant,  and again not more than  twelve (12)  Business  Days
     after Tenant  occupies the Premises,  Tenant shall inspect the Premises for
     any deficiencies in the Work. A "punchlist" of all deficiencies in the Work
     shall be  prepared  and agreed  upon by both Owner and  Tenant.  Owner will
     correct   defective   items   stated  in  the   punchlist   which  are  the
     responsibility  of Owner or the  Contractor.  If Tenant does not so provide
     Owner with a punchlist  prior to occupying  the  Premises or within  twenty
     (20) days thereafter,  Tenant shall be deemed to have accepted the Premises
     and the Tenant Improvements in their then present condition.  The existence
     of minor  punchlist items shall not postpone the  Commencement  Date of the
     Lease or result  in a delay or  abatement  of  Tenant's  obligation  to pay
     Monthly Base Rent or Additional Rent or give rise to a damage claim against
     Owner.  Owner agrees to complete all  punchlist  items which are Owner's or
     the Contractor's responsibility within forty five (45) days after receiving
     the punchlist (or longer if reasonably necessary).

4.   Completion and Rental  Commencement Date.  Notwithstanding the Commencement
     Date set  forth in  Section 1 of the  Lease,  Tenant's  obligation  for the
     payment of Monthly Base Rent under the Lease shall not  commence  until the
     Premises are Ready for Occupancy; however, if Substantial Completion of the
     Work is  delayed  as a result of delays  caused by  Tenant,  then  Tenant's
     obligation to pay Monthly Base Rent under the Lease,  and the Initial Lease
     Term,  shall commence on the date the Tenant  Improvements  would have been
     Ready for Occupancy  except for the delays caused by Tenant,  as reasonably
     determined by Owner and the Contractor.

5.   Changes in Work.  Tenant shall be responsible for paying for any additional
     costs in the Work  resulting  from changes in the Work  requested by Tenant
     but only to the extent  such  changes  cause the actual cost of the Work to
     exceed the Tenant Improvement Allowance.

6.   Early Entry.  With Owner's prior written  approval,  Tenant and/or Tenant's
     contractors  may enter into the Premises  prior to the Premises being Ready
     for Occupancy for purposes of cable, telephone and furniture  installation;
     provided that such entry or work does not interfere  with the  construction
     of the Tenant  Improvements by Contractor.  No payment of Monthly Base Rent
     or Additional  Rent shall be required of Tenant for the aforesaid  entry or
     entries  by  Tenant  prior  to the  Substantial  Completion  of the  Tenant
     Improvements.  Tenant hereby  indemnifies and shall hold harmless Owner its
     officers, directors, agents, employees and contractors from and against all
     claims,  damages  losses,  expenses for bodily  injury or property  damage,
     including  attorneys' fees, arising out of or resulting from Tenant's early
     entry into the Premises  prior to their being Ready for Occupancy  pursuant
     to this Paragraph 6, including any expenses incurred by Owner for delays in
     the completion of the Work caused by such early entry,  and for any damages
     to the Work caused by Tenant and Tenant's  contractor prior to the Premises
     being Ready for Occupancy.

7.   Tenant Improvement  Representative.  Prior to the commencement of the Work,
     Tenant  shall  designate  in writing one  individual  who shall be Tenant's
     Representative  during the Work.  Owner and Contractor shall be entitled to
     rely on the  decisions of Tenant's  Representative  regarding the Work (and
     the  decisions  of Tenant's  Representative  shall be binding  upon Tenant)
     until Owner and  Contractor  have received  written notice from Tenant that
     such person's  authority has been revoked.  Tenant hereby  designates Lance
     Nelson as its Tenant Representative.

8.   Additional Provisions. This Workletter and the exhibits attached hereto, if
     any, set forth the entire agreement of Owner and Tenant with respect to the
     completion of the Work.  Neither this  Workletter nor any of the provisions
     contained in this Workletter may be



                                      C-2
<PAGE>

     changed or waived,  except by a written  instrument signed by both parties.
     Except as  otherwise  provided  in this  Workletter,  any costs or expenses
     which Tenant is required by pay under this  Workletter  (such as additional
     construction  costs due to changes in the Work) shall be due and payable in
     full upon  Substantial  Completion  of the Work,  and the  presentation  to
     Tenant of a written statement setting forth the amounts due from Tenant. To
     the extent any of the terms or conditions of this Workletter  conflict with
     any of the terms or conditions of the Lease, this Workletter shall control.


<PAGE>


                                    EXHIBIT D
                                       TO
                               AGREEMENT OF LEASE

                          Binding Arbitration Provision


This  Exhibit  shall  govern  those  disputes   expressly  directed  to  binding
arbitration  pursuant to this  Exhibit by the terms of the Lease.  This  exhibit
shall not govern any other  disputes  between  the  parties  arising  under this
Lease. The procedures to control Binding Arbitration shall be as follows:

     (a)  Arbitrator.  Within ninety (90) days after  delivery of written notice
("Notice of Dispute") of the  existence  and nature of any dispute  given by any
party to the other party, and unless  otherwise  provided herein in any specific
instance, the parties shall agree upon an arbitrator in the Seattle,  Washington
area who has at no time  ever  represented  or acted on  behalf of either of the
parties to act as Arbitrator.

     (b) Duty.  Consistent  with the provisions of this Exhibit,  the Arbitrator
shall diligently  utilize his or her utmost skill to hear and decide the outcome
and resolution of the dispute or  disagreement  as promptly as possible,  but in
any event on or before the expiration of thirty (30) days after the  appointment
of the Arbitrator.  The Arbitrator  shall not have any liability  whatsoever for
any acts or  omissions  performed  or  omitted  in good  faith  pursuant  to the
provisions of this Exhibit.

     (c) Authority.  The  Arbitrator  shall (i) enforce and interpret the rights
and obligations set forth in the Lease to the extent not prohibited by law, (ii)
fix and establish any and all rules as it shall consider appropriate in its sole
and absolute  discretion to govern the proceedings  before it, including any and
all rules of discovery,  procedure and/or evidence, and (iii) make and issue any
and all  orders,  final  or  otherwise,  and any and all  awards,  as a court of
competent jurisdiction sitting at law or in equity could make and issue.

     (d) Appeal. The decision of the Arbitrator shall be final and binding,  may
be confirmed and entered by any court of competent  jurisdiction  at the request
of any party and may not be appealed to any court of competent  jurisdiction  or
otherwise except upon a claim of fraud on the part of the Arbitrator,  or on the
basis of a  mistake  as to the  applicable  law.  The  Arbitrator  shall  retain
jurisdiction over any dispute until its award has been implemented, and judgment
on any such award may be entered in any court having appropriate jurisdiction.

     (e)  Compensation.  The  Arbitrator  shall  be  compensated  at a fair  and
reasonable  rate for any and all  services  rendered  under this  Exhibit,  plus
reimbursement for any and all expenses incurred in connection with the rendering
of such services,  payable in full promptly upon conclusion of the  proceedings.
Such compensation and reimbursement shall be borne by the non-prevailing  party;
to the  extent one  exists,  as  determined  by the  Arbitrator  in its sole and
absolute discretion.





                                      D-1

</TEXT>
</DOCUMENT>
