EXPEDIA INC
SUNSET NORTH LEASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>dex101.txt
<DESCRIPTION>SUNSET NORTH LEASE AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 10.1


                                  SUNSET NORTH

                              BELLEVUE, WASHINGTON

                             OFFICE LEASE AGREEMENT

                                     BETWEEN

                       EOP-SUNSET NORTH BELLEVUE, L.L.C.,
                     a Washington limited liability company
                                  ("LANDLORD")

                                       AND

                                 EXPEDIA, INC.,
                            a Washington corporation

                                   ("TENANT")

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                  <C>
I.       BASIC LEASE INFORMATION ....................................1

II.      LEASE GRANT ................................................3

III.     ADJUSTMENT OF COMMENCEMENT DATE; POSSESSION ................3

IV.      RENT .......................................................3

V.       COMPLIANCE WITH LAWS; USE ..................................8

VI.      SECURITY DEPOSIT ...........................................9

VII.     SERVICES TO BE FURNISHED BY LANDLORD ......................10

VIII.    LEASEHOLD IMPROVEMENTS ....................................11

IX.      REPAIRS AND ALTERATIONS ...................................11

X.       USE OF ELECTRICAL SERVICES BY TENANT ......................13

XI.      ENTRY BY LANDLORD .........................................14

XII.     ASSIGNMENT AND SUBLETTING .................................14

XIII.    LIENS .....................................................16

XIV.     INDEMNITY AND WAIVER OF CLAIMS ............................16

XV.      INSURANCE .................................................17

XVI.     SUBROGATION ...............................................17

XVII.    CASUALTY DAMAGE ...........................................17

XVIII.   CONDEMNATION ..............................................18

XIX.     EVENTS OF DEFAULT .........................................18

XX.      REMEDIES ..................................................19

XXI.     LIMITATION OF LIABILITY ...................................20

XXII.    NO WAIVER .................................................20

XXIII.   QUIET ENJOYMENT ...........................................20

XXIV.    RELOCATION. [INTENTIONALLY OMITTED] .......................20

XXV.     HOLDING OVER ..............................................20

XXVI.    SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE ..........21

XXVII.   ATTORNEYS' FEES ...........................................21

XXVIII.  NOTICE ....................................................21

XXIX.    EXCEPTED RIGHTS ...........................................22

XXX.     SURRENDER OF PREMISES .....................................22

XXXI.    MISCELLANEOUS .............................................22

XXXII.   ENTIRE AGREEMENT ..........................................24
</TABLE>

                                       -i-

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                             OFFICE LEASE AGREEMENT

        This Office Lease Agreement (the "Lease") is made and entered into as of
the 12/th/ day of September, 2002, by and between EOP-SUNSET NORTH BELLEVUE,
L.L.C., a Washington limited liability company ("Landlord") and EXPEDIA, INC., a
Washington corporation ("Tenant").

        Basic Lease Information.

        A.      "Building" shall initially mean the building located at 3150
                139th Avenue SE, Bellevue, Washington, and commonly known as
                Sunset North Building 4; from and after the Building 3 Must Take
                Commencement Date (defined in Section IV.A of Exhibit E attached
                hereto), "Building" may also mean the building located at 3180
                139th Avenue SE, Bellevue, Washington, and commonly known as
                Sunset North Building 3, in order to govern the parties'
                respective rights and obligations with respect to the Building 3
                Must Take Space (defined in Section IV.A of Exhibit E attached
                hereto). "Buildings" shall mean the 3 buildings located on the
                real property described in Exhibit A-2 attached hereto and
                commonly known collectively as Sunset North Corporate Campus,
                Buildings 3, 4 and 5.

        B.      "Rentable Square Footage of the Buildings" is deemed to be
                465,013 square feet.

        C.      "Premises" shall initially mean the area shown on Exhibit A to
                this Lease. The Premises are located on floor 1 and known as
                suite number 100 ("Suite 100"). The "Rentable Square Footage of
                the Premises" is initially deemed to be 25,803 square feet. As
                more fully described in Exhibit E, the Premises shall be
                expanded at fixed times to include spaces referred to herein as
                the 2003 Must Take Space and the 2005 Must Take Space. If the
                Premises include one or more floors in their entirety, all
                corridors and restroom facilities located on such full floor(s)
                shall be considered part of the Premises. Landlord and Tenant
                stipulate and agree that the Rentable Square Footage of the
                Building and the Rentable Square Footage of the Premises are
                correct and shall not be remeasured.

        D.      "Base Rent" for Suite 100:

<TABLE>
<CAPTION>
                                        ANNUAL RATE        ANNUAL         MONTHLY
                      PERIOD          PER SQUARE FOOT     BASE RENT      BASE RENT
                --------------------------------------------------------------------
                <S>                      <C>            <C>            <C>
                Commencement Date -      $    14.00     $ 361,242.00   $  30,103.50
                    07/31/04
                --------------------------------------------------------------------
                08/01/04 - 09/30/09      $    15.00     $ 387,045.00   $  32,253.75
                --------------------------------------------------------------------
</TABLE>

        E.      "Tenant's Pro Rata Share": Suite 100: 5.5489%.

        F.      "Term": A period of approximately 84 months. The Term shall
                commence on the later to occur of (i) October 1, 2002, and (ii)
                two (2) weeks after Tenant establishes Connectivity (as
                described in Section I of Exhibit E), but in any event no later
                than November 1, 2002 (the "Commencement Date") and, unless
                terminated early in accordance with this Lease, end on September
                30, 2009 (the "Termination Date"). Promptly after the
                determination of the Commencement Date, Landlord and Tenant
                shall enter into a commencement letter agreement in the form
                attached as Exhibit C; the Termination Date shall not be
                adjusted.

        G.      Tenant allowance(s): Refurbishment Allowance provided for in
                Exhibit E, Section III.

        H.      "Security Deposit": Initially, the sum of $677,568.00, in the
                form of a letter of credit, as more fully described in Article
                VI.

                "Guarantor(s)": As of the date of this Lease, there are no
                Guarantors.

        J.      "Broker(s)": Broderick Group and CB Richard Ellis.

        K.      "Permitted Use": General office use (which shall include the
                right to install a cafeteria (in accordance with Article IX
                below), a call center staffed by not more than 40 persons); and
                a retail travel office provided (x) such office is located on

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                the ground floor of the Building, (y) such office is no larger
                than 5,000 square feet and (z) the operation of such office is
                in compliance with all applicable Laws.

        L.      "Notice Addresses"

                Tenant:

                On and after the Commencement Date, notices shall be sent to
                Tenant at the Premises. Prior to the Commencement Date, notices
                shall be sent to Tenant at the following address:

                EXPEDIA, INC.
                Attn: General Services Director
                Attn: General Counsel
                13810 SE Eastgate Way, Suite 400
                Bellevue, WA 98005
                Phone #: 425-564-7200
                Fax #: 425-564-7240

                     Landlord:                     With a copy to:

          EOP-Sunset North Bellevue, L.L.C.        Equity Office Properties
          c/o Equity Office Properties Trust       Two North Riverside Plaza
          3180 139th Avenue, S.E., Suite 290       Suite 2100
          Bellevue, WA 98005                       Chicago, Illinois 60606
          Attention: Property Manager              Attention: Regional Counsel -
                                                              Seattle Region

                Rent (defined in Section IV.A) is payable to the order of Equity
                Office Properties at the following address:

                                 Equity Office Properties
                                 c/o Bank of America
                                 File #056403
                                 Los Angeles, CA 90074-6403
                                 Dept. 13310

        M.      "Business Day(s)" are Monday through Friday of each week,
                exclusive of New Year's Day, President's Day, Memorial Day,
                Independence Day, Labor Day, Thanksgiving Day and Christmas Day
                ("Holidays"). Landlord may designate additional Holidays,
                provided that the additional Holidays are commonly recognized by
                other office buildings in the area where the Building is
                located.

        N.      [INTENTIONALLY OMITTED]

        O.      "Law(s)" means all applicable statutes, codes, ordinances,
                orders, rules and regulations of any municipal or governmental
                entity.

        P.      "Normal Business Hours" for the Building are 7:00 A.M. to 7:00
                P.M. on Business Days and 7:00 A.M. to 2:00 P.M. on Saturdays.

        Q.      "Property" means the Building and the parcel(s) of land on which
                it is located and, at Landlord's discretion, the Building garage
                and other improvements serving the Building, if any, and the
                parcel(s) of land on which they are located.

        R.      "Project" means the parcel(s) of real estate outlined on Exhibit
                A-3 attached hereto and incorporated herein, which includes the
                Buildings, the Property and the Exterior Common Areas (defined
                below), all of which are located in Bellevue, Washington.

        S.      "Exterior Common Areas" mean those areas of the Project and/or
                the Property which are not located within the Building and which
                are provided and maintained for the use and benefit of Landlord
                and tenants of the Building and/or the Project generally and the
                employees, invitees and licensees of Landlord and such tenants,
                including, without limitation, any parking garage, artificial
                lakes, walkways, plaza, roads, driveways, sidewalks, surface
                parking and landscapes.

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<PAGE>

II.     LEASE GRANT.

        Landlord leases the Premises to Tenant and Tenant leases the Premises
from Landlord, together with the right in common with others to use any portions
of the Property that are designated by Landlord for the common use of tenants
and others, such as sidewalks, unreserved parking areas, common corridors,
elevator foyers, restrooms, vending areas and lobby areas (the "Common Areas").

III.    ADJUSTMENT OF COMMENCEMENT DATE; POSSESSION.

        A.      [INTENTIONALLY OMITTED]

        B       Subject to Landlord's obligations under Section IX.B., the
                Premises are accepted by Tenant in "as is" condition and
                configuration. By taking possession of the Premises, Tenant
                agrees that the Premises are in good order and satisfactory
                condition, and that there are no representations or warranties
                by Landlord regarding the condition of the Premises or the
                Building. If Landlord is delayed delivering possession of the
                Premises or any other space due to the holdover or unlawful
                possession of such space by any party, Landlord shall use
                reasonable efforts to obtain possession of the space. Prior to
                Tenant's occupancy of Suite 100, Landlord and Tenant will
                jointly tour the Premises to create a "punchlist" of existing
                damage to the Premises (the "Punchlist"). Tenant shall have no
                obligation to repair any damage to the Premises which existed
                prior to Tenant's occupancy, as noted on the Punchlist.

        C.      If Tenant takes possession of the Premises before the
                Commencement Date, such possession shall be subject to the terms
                and conditions of this Lease and Tenant shall pay Rent (defined
                in Section IV.A.) to Landlord for each day of possession before
                the Commencement Date. However, except for the cost of services
                consumed by Tenant, Tenant shall not be required to pay Rent for
                any days of possession before the Commencement Date during which
                Tenant and its vendors, consultants and contractors, with the
                approval of Landlord, is in possession of the Premises for the
                purposes described in the following sentence. Notwithstanding
                anything to the contrary in this Section III.C, Landlord grants
                Tenant the right, upon the mutual execution and delivery of this
                Lease, to enter the Premises, at Tenant's sole risk, solely for
                the purpose of installing telecommunications and data cabling,
                fixtures, furniture and equipment or other personal property in
                the Premises and to establish Connectivity, and such entry and
                activities shall not constitute "taking possession" of the
                Premises for the purposes of this Section III.C. In the event
                Landlord does not permit Tenant to have access to the Premises
                at least 30 days prior to the Commencement Date, the
                Commencement Date (as otherwise established pursuant to Section
                I.F above) shall be adjusted to be the day that is 30 days
                following the date Landlord first grants such access to Tenant,
                but in no event shall the Commencement Date be later than
                November 1, 2002.

IV.     RENT.

        A.      Payments. As consideration for this Lease, Tenant shall pay
                Landlord, without any setoff or deduction except as expressly
                provided herein, the total amount of Base Rent and Additional
                Rent due for the Term. "Additional Rent" means all sums
                (exclusive of Base Rent) that Tenant is required to pay
                Landlord. Additional Rent and Base Rent are sometimes
                collectively referred to as "Rent". Tenant shall pay and be
                liable for all rental, sales and use taxes (but excluding income
                taxes), if any, imposed upon or measured by Rent under
                applicable Law. Base Rent and recurring monthly charges of
                Additional Rent shall be due and payable in advance on the first
                day of each calendar month without notice or demand, provided
                that the installment of Base Rent for the first full calendar
                month of the Term shall be payable upon the execution of this
                Lease by Tenant. All other items of Rent shall be due and
                payable by Tenant on or before 30 days after delivery (as
                established pursuant to Article XXVIII below) of Landlord's
                invoice for such items. All payments of Rent shall be by good
                and sufficient check or by other means (such as automatic debit
                or electronic transfer) acceptable to Landlord. If Tenant fails
                to pay any item or installment of Rent when due, Tenant shall
                pay Landlord an administration fee equal to 4% of the past due
                Rent, provided that Tenant shall be entitled to a grace period
                of 5 Business Days for the first 2 late payments of Rent in a
                given calendar year. If the Term commences on a day other than
                the first day of a calendar month or

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<PAGE>

                terminates on a day other than the last day of a calendar month,
                the monthly Base Rent and Tenant's Pro Rata Share of Expenses
                (defined in Section IV.C.) and Taxes (defined in Section IV.D.)
                for the month shall be prorated based on the number of days in
                such calendar month. Landlord's acceptance of less than the
                correct amount of Rent shall be considered a payment on account
                of the earliest Rent due. No endorsement or statement on a check
                or letter accompanying a check or payment shall be considered an
                accord and satisfaction, and either party may accept the check
                or payment without prejudice to that party's right to recover
                the balance or pursue other available remedies. Tenant's
                covenant to pay Rent is independent of every other covenant in
                this Lease.

        B.      Payment of Tenant's Pro Rata Share of Expenses and Taxes. Tenant
                shall pay Tenant's Pro Rata Share of the total amount of
                Expenses (defined in Section IV.C.) and Taxes (defined in
                Section IV.D) for each calendar year during the Term. Landlord
                shall provide Tenant with a good faith estimate of the total
                amount of Expenses and Taxes for each calendar year during the
                Term. On or before the first day of each month, Tenant shall pay
                to Landlord a monthly installment equal to one-twelfth of
                Tenant's Pro Rata Share of Landlord's estimate of the total
                amount of Expenses and Taxes. If Landlord determines that its
                good faith estimate was incorrect by a material amount, Landlord
                may provide Tenant with a revised estimate. After its receipt of
                the revised estimate, Tenant's monthly payments shall be based
                upon the revised estimate. If Landlord does not provide Tenant
                with an estimate of the total amount of Expenses and Taxes by
                January 1 of a calendar year, Tenant shall continue to pay
                monthly installments based on the previous year's estimate until
                Landlord provides Tenant with the new estimate. Upon delivery of
                the new estimate, an adjustment shall be made for any month for
                which Tenant paid monthly installments based on the previous
                year's estimate. Tenant shall pay Landlord the amount of any
                underpayment within 30 days after receipt of the new estimate.
                Any overpayment shall be refunded to Tenant within 30 days or
                credited against the next due future installment(s) of
                Additional Rent.

                As soon as is practical following the end of each calendar year,
                Landlord shall furnish Tenant with a statement of the actual
                amount of Expenses and Taxes for the prior calendar year and
                Tenant's Pro Rata Share of the actual amount of Expenses and
                Taxes for the prior calendar year. If the estimated amount of
                Expenses and Taxes for the prior calendar year is more than the
                actual amount of Expenses and Taxes for the prior calendar year,
                Landlord shall apply any overpayment by Tenant against
                Additional Rent due or next becoming due, provided if the Term
                expires before the determination of the overpayment, Landlord
                shall refund any overpayment to Tenant after first deducting the
                amount of Rent due. If the estimated amount of Expenses and
                Taxes for the prior calendar year is less than the actual amount
                of Expenses and Taxes for such prior year, Tenant shall pay
                Landlord, within 60 days after its receipt of the statement of
                Expenses and Taxes, any underpayment for the prior calendar
                year.

        C.      Expenses Defined. "Expenses" means the sum of (i) all direct and
                indirect costs and expenses incurred in each calendar year in
                connection with operating, maintaining, repairing, and managing
                the Premises, Building and the Property, and (ii) the
                Building's, the Property's and the Landlord's allocable
                percentage of all direct and indirect costs of operating,
                maintaining, repairing and managing the Project (including the
                exterior Common Areas) imposed upon the Property and the
                Buildings, all costs, fees or other amounts payable by Landlord
                as the Buildings', the Property's or the Landlord's pro rata
                share of expenses to any association established for the benefit
                of the Project and/or other properties, for the maintenance of
                all common areas, inclusive of related costs which are the
                responsibility of any association on behalf of Landlord and
                other owners in the Project and/or other properties, and all
                fees payable to the company or association, if applicable,
                managing the parking areas within the Project, including, but
                not limited to:

                1.      Labor costs, including, wages, salaries, social security
                        and employment taxes, medical and other types of
                        insurance, uniforms, training, and retirement and
                        pension plans.

                2.      Management fees, the cost of equipping and maintaining a
                        management office of commercially reasonable size
                        (additionally, if the personnel in

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<PAGE>

                        such office perform management responsibilities for more
                        than one property, the cost of such office shall be
                        equitably allocated by Landlord among the relevant
                        properties served), accounting and bookkeeping services,
                        legal fees not attributable to leasing or collection
                        activity, and other administrative costs. Landlord, by
                        itself or through an affiliate, shall have the right to
                        directly perform or provide any services under this
                        Lease (including management services). However, in no
                        event shall the management fees for the Building
                        (expressed as a percentage of gross receipts for the
                        Building) exceed the prevailing market management fees
                        (expressed as a percentage of gross receipts), plus 1%
                        of such fees, for comparable third party management
                        companies offering comparable management services in
                        office buildings similar to the Building in class, size,
                        age and location.

                3.      The cost of services, including amounts paid to service
                        providers and the rental or purchase cost of parts,
                        supplies, tools and equipment which are customarily used
                        by landlords in the operation of comparable buildings in
                        the area or otherwise reasonably necessary for the
                        purpose of complying with Landlord's maintenance
                        obligations hereunder.

                4.      Premiums and deductibles paid by Landlord for insurance,
                        including workers compensation, fire and extended
                        coverage, earthquake, general liability, rental loss,
                        elevator, boiler and other insurance customarily carried
                        from time to time by owners of comparable office
                        buildings.

                5.      Electrical Costs (defined below) and charges for water,
                        gas, steam and sewer, but excluding those charges for
                        which Landlord is reimbursed by tenants. "Electrical
                        Costs" means: (a) charges paid by Landlord for
                        electricity and; (b) costs incurred in connection with
                        an energy management program for the Building, Property
                        or Project. Electrical Costs shall be adjusted as
                        follows: (i) amounts received by Landlord as
                        reimbursement for above standard electrical consumption
                        shall be deducted from Electrical Costs; (ii) the cost
                        of electricity incurred to provide overtime HVAC to
                        specific tenants (as reasonably estimated by Landlord)
                        shall be deducted from Electrical Costs; and (iii) if
                        Tenant is billed directly for the cost of building
                        standard electricity to the Premises as a separate
                        charge in addition to Base Rent, or is separately
                        metered and billed directly by the utility provider, the
                        cost of electricity to individual tenant spaces in the
                        Buildings shall be deducted from Electrical Costs.

                6.      The amortized cost of capital improvements (as
                        distinguished from replacement parts or components
                        installed in the ordinary course of business) made to
                        the Building, Property or Project which are: (a)
                        performed primarily to reduce operating expense costs or
                        otherwise improve the operating efficiency of the
                        Building, Property or Project; or (b) required to comply
                        with any Laws that are enacted, or first interpreted to
                        apply to the Building, Property or Project, after the
                        Commencement Date. The cost of capital improvements
                        shall be amortized by Landlord over the lesser of the
                        Payback Period (defined below) or 10 years. The
                        amortized cost of capital improvements may, at
                        Landlord's option, include actual or imputed interest at
                        the rate paid (or which would be paid) by Landlord on
                        any funds borrowed for such expenditures from an
                        unaffiliated third-party financial institution (not to
                        materially exceed the market rate of interest
                        consistently paid on such borrowed funds for such
                        purposes). "Payback Period" means the reasonably
                        estimated period of time that it takes for the cost
                        savings resulting from a capital improvement to equal
                        the total cost of the capital improvements.

                If Landlord incurs Expenses for the Buildings and the Property
                together with one or more other buildings or properties, whether
                pursuant to a reciprocal easement agreement, common area
                agreement or otherwise, the shared costs and expenses shall be
                equitably prorated and apportioned between the Buildings or the
                Property and the other buildings or properties. Expenses shall
                not include:

                (i)     the cost of capital improvements (except as set forth
                        above);

                (ii)    depreciation;

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<PAGE>

                (iii)   interest (except as provided above for the amortization
                        of capital improvements);

                        principal payments of mortgage and other non-operating
                        debts of Landlord;

                (v)     the cost of repairs or other work to the extent Landlord
                        is reimbursed by insurance or condemnation proceeds;

                (vi)    costs in connection with leasing space in the Buildings,
                        including brokerage commissions;

                        lease concessions, including rental abatements and
                        construction allowances, granted to specific tenants;

                        costs incurred in connection with the sale, financing
                        or refinancing of the Buildings;

                (ix)    fines, interest and penalties incurred due to the late
                        payment of Taxes (defined in Section IV.D) or Expenses;

                        costs of repair, maintenance and operation of parking
                        facilities serving the Building, to the extent such
                        costs are covered by parking fee revenue received by
                        Landlord;

                        organizational expenses associated with the creation
                        and operation of the entity which constitutes Landlord;
                        or

                        any penalties or damages that Landlord pays to Tenant
                        under this Lease or to other tenants in the Buildings
                        under their respective leases.

                If the Buildings are not at least 95% occupied during any
                calendar year or if Landlord is not supplying services to at
                least 95% of the total Rentable Square Footage of the Buildings
                at any time during a calendar year, Expenses shall, at
                Landlord's option, be determined as if the Buildings had been
                95% occupied and Landlord had been supplying services to 95% of
                the Rentable Square Footage of the Buildings during that
                calendar year. The extrapolation of Expenses under this Section
                shall be performed by appropriately adjusting the cost of those
                components of Expenses that are impacted by changes in the
                occupancy of the Buildings.

        D.      Taxes Defined. "Taxes" shall mean: (1) all real estate taxes and
                other assessments on the Buildings, Property and Project,
                including, but not limited to, assessments for special
                improvement districts and building improvement districts, taxes
                and assessments levied in substitution or supplementation in
                whole or in part of any such taxes and assessments and the
                Building's, Property's and Project's share of any real estate
                taxes and assessments under any reciprocal easement agreement,
                common area agreement or similar agreement as to the Building,
                the Property and/or the Project; (2) all personal property taxes
                for property that is owned by Landlord and used in connection
                with the operation, maintenance and repair of the Building,
                Property or Project; and (3) all costs and fees incurred in
                connection with seeking reductions in any tax liabilities
                described in (1) and (2), including, without limitation, any
                costs incurred by Landlord for compliance, review and appeal of
                tax liabilities. Without limitation, Taxes shall not include any
                income, capital levy, franchise, capital stock, gift, estate or
                inheritance tax. If an assessment is payable in installments,
                Taxes for the year shall include the amount of the installment
                and any interest due and payable during that year. For all other
                real estate taxes, Taxes for that year shall, at Landlord's
                election, include either the amount accrued, assessed or
                otherwise imposed for the year or the amount due and payable for
                that year, provided that Landlord's election shall be applied
                consistently throughout the Term. If a change in Taxes is
                obtained for any year of the Term, then Taxes for that year will
                be retroactively adjusted and Landlord shall provide Tenant with
                a credit, if any, based on the adjustment.

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<PAGE>

        E.      Audit Rights.

                1.      Tenant may, within 120 days after receiving Landlord's
                        statement of Expenses and Taxes, give Landlord written
                        notice ("Review Notice") that Tenant intends to review
                        Landlord's records of the Expenses and/or Taxes for that
                        calendar year. Within a reasonable time after receipt of
                        the Review Notice, Landlord shall make all pertinent
                        records available for inspection that are reasonably
                        necessary for Tenant to conduct its review. If any
                        records are maintained at a location other than the
                        office of the Building, Tenant may either inspect the
                        records at such other location or pay for the reasonable
                        cost of copying and shipping the records.
                        Notwithstanding the foregoing, Landlord agrees that
                        Tenant may retain a third party agent to review
                        Landlord's books and records which is not a CPA firm, so
                        long as the third party agent retained by Tenant shall
                        have expertise in and familiarity with general industry
                        practice with respect to the operation of and accounting
                        for a first class office building; provided, if such
                        third party agent's compensation is in any way
                        contingent upon or tied to the financial impact on
                        Tenant resulting from the review, any obligation of
                        Landlord herein to "reimburse" Tenant for the "cost" of
                        Tenant's review shall be limited to the commercially
                        reasonable hourly charge that Tenant would have incurred
                        had Tenant retained a third party agent whose
                        compensation was not contingent upon the financial
                        impact of the review. Tenant shall be solely responsible
                        for all costs, expenses and fees incurred for the audit,
                        unless (i) Landlord accepts Tenant's Objection Notice
                        and Tenant has overpaid Expenses and Taxes by more than
                        3% or (ii) Tenant's Proposed Discrepancy Resolution
                        (described below) is accepted by the arbitrators, as
                        provided below, in which case such costs, expenses, and
                        fees shall be paid by Landlord. Within 90 days after the
                        records are made available to Tenant, Tenant shall have
                        the right to give Landlord written notice (an "Objection
                        Notice") stating in reasonable detail any objection to
                        Landlord's statement of Expenses for that year. If
                        Tenant fails to give Landlord an Objection Notice within
                        the 120 day period or fails to provide Landlord with a
                        Review Notice within the 120 day period described above,
                        Tenant shall be deemed to have approved Landlord's
                        statement of Expenses and shall be barred from raising
                        any claims regarding the Expenses for that year. If
                        Tenant provides Landlord with a timely Objection Notice,
                        Landlord and Tenant shall work together in good faith to
                        resolve any issues raised in Tenant's Objection Notice.
                        If Landlord and Tenant determine that Expenses for the
                        calendar year are less than reported, Landlord shall
                        provide Tenant with a credit against the next
                        installment of Rent in the amount of the overpayment by
                        Tenant. Likewise, if Landlord and Tenant determine that
                        Expenses for the calendar year are greater than
                        reported, Tenant shall pay Landlord the amount of any
                        underpayment within 30 days. The records obtained by
                        Tenant shall be treated as confidential. In no event
                        shall Tenant be permitted to examine Landlord's records
                        or to dispute any statement of Expenses unless Tenant
                        has paid and continues to pay all Rent when due.

                2.      If Landlord and Tenant, working together in good faith,
                        are unable within thirty (30) days following Landlord's
                        receipt of a timely Objection Notice from Tenant to
                        resolve the discrepancy between Landlord's Statement and
                        Tenant's review and/or audit ("Discrepancy"), either
                        party, by written notice (the "Arbitration Notice") to
                        the other within ten (10) Business Day after the
                        expiration of such thirty (30) day period, shall have
                        the right to have the Discrepancy determined by binding
                        arbitration in accordance with the procedures set forth
                        below. If Landlord and Tenant cannot agree upon the
                        resolution of the Discrepancy and neither party elects
                        to invoke its right of arbitration, Tenant's Objection
                        Notice shall be deemed to be null and void and of no
                        further force and effect. If the right of arbitration is
                        invoked, Landlord and Tenant, within ten (10) Business
                        Days after the date of the Arbitration Notice, shall
                        each simultaneously submit to the other, in a sealed
                        envelope, its good faith analysis and resolution of the
                        Discrepancy (collectively referred to as the "Proposed
                        Discrepancy Resolutions"). If the higher of such
                        Proposed Discrepancy Resolutions is not more than one
                        hundred five percent (105%) of the lower of such
                        Proposed Discrepancy Resolutions, then the resolution of
                        the Discrepancy shall be the average of the two Proposed
                        Discrepancy

                                        7

<PAGE>

                        Resolutions. If the Discrepancy is not resolved by the
                        exchange of the proposed Discrepancy Resolutions,
                        Landlord and Tenant within seven (7) days of the
                        exchange of the Proposed Discrepancy Resolutions, shall
                        select as an arbitrator, a mutually acceptable licensed
                        CPA firm with experience in and familiarity with general
                        industry practice with respect to the operation of and
                        accounting for a first class office building in
                        Bellevue, Washington, and whose compensation shall in no
                        way be contingent upon or correspond to the financing
                        impact on Landlord or Tenant resulting from the review
                        and/or audit. If the parties cannot agree on an
                        arbitrator, then within a second period of seven (7)
                        days, each shall select an independent licensed CPA firm
                        meeting the aforementioned criteria having no existing
                        relationship with either Landlord or Tenant, and within
                        a third period of seven (7) days, the two appointed
                        licensed CPA firm shall select a third licensed CPA firm
                        meeting the aforementioned criteria, and the third
                        licensed CPA firm shall determine the resolution of the
                        Discrepancy. If one party shall fail to make such an
                        appointment within said second seven (7) day period,
                        then the licensed CPA firm chosen by the other party
                        shall be the sole arbitrator. If the two appointed
                        licensed CPA firms are unable to agree upon such third
                        licensed CPA firm, then either party, on behalf of both,
                        may request appointment of such a qualified licensed CPA
                        firm by the then Chief Judge of the United States
                        District Court having jurisdiction over the Building,
                        acting in his private non-judicial capacity. Request for
                        appointment shall be made in writing with a copy given
                        to the other party. Each party agrees that said Judge
                        shall have the power to make the appointment. Once the
                        arbitrator has been selected as provided for above,
                        then, as soon thereafter as practicable but in any case
                        within fourteen (14) days, the arbitrator shall select
                        one of the two Proposed Discrepancy Resolutions
                        submitted by the Landlord and Tenant, which must be the
                        one that is closer to the resolution of the Discrepancy
                        as determined by the arbitrator. The selection of the
                        arbitrator shall be rendered in writing to both Landlord
                        and Tenant and shall be final and binding upon them. If
                        the arbitrator believes that expert advice would
                        materially assist him, he may retain one or more
                        qualified persons to provide such expert advice. Any
                        fees of any counsel or experts engaged directly by
                        Landlord or Tenant, however, shall be borne by the party
                        retaining such counsel or expert.

V.      COMPLIANCE WITH LAWS; USE.

        The Premises shall be used only for the Permitted Use and for no other
use whatsoever. Tenant shall not use or permit the use of the Premises for any
purpose which is illegal, dangerous to persons or property or which, in
Landlord's reasonable opinion, unreasonably disturbs any other tenants of the
Building or interferes with the operation of the Building. Tenant shall comply
with all Laws, including the Americans with Disabilities Act ("ADA"), regarding
the operation of Tenant's business and the use, condition, configuration and
occupancy of the Premises. Landlord, at its sole cost and expense (except to the
extent properly included in Expenses), shall be responsible for correcting any
violations of Title III of the ADA or applicable building codes with respect to
the Premises and the Common Areas of the Building, provided that Landlord's
obligation with respect to the Premises shall be limited to violations of the
ADA and building codes as enacted and enforced as of the date of this Lease that
arise out of the condition of the Premises prior to the installation of any
furniture, equipment and other personal property of Tenant or the performance of
any Alterations by Tenant. Notwithstanding the foregoing, Landlord shall have
the right to contest any alleged violation in good faith, including, without
limitation, the right to apply for and obtain a waiver or deferment of
compliance, the right to assert any and all defenses allowed by Law and the
right to appeal any decisions, judgments or rulings to the fullest extent
permitted by Law. Landlord, after the exhaustion of any and all rights to appeal
or contest, will make all repairs, additions, alterations or improvements
necessary to comply with the terms of any final order or judgment. Tenant, not
Landlord, shall be responsible for the correction of any violations that arise
out of or in connection with any claims brought under any provision of the ADA
other than Title III, the specific nature of Tenant's business in the Premises
(other than general office use), the acts or omissions of Tenant, its agents,
employees or contractors, Tenant's arrangement of any furniture, equipment or
other property in the Premises, any repairs, alterations, additions or
improvements performed by or on behalf of Tenant and any design or configuration
of the Premises specifically requested by Tenant. Tenant, within 10 days after
receipt, shall provide Landlord with copies of any notices it receives regarding
a violation or alleged violation of any Laws. Tenant shall comply with the rules
and regulations of the Building attached as Exhibit B and such other reasonable
rules and regulations adopted by Landlord from time to time. Tenant shall also
cause its

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<PAGE>

agents, contractors, subcontractors, employees, customers, and subtenants to
comply with all rules and regulations. Landlord shall not knowingly discriminate
against Tenant in Landlord's enforcement of the rules and regulations.

VI.     SECURITY DEPOSIT.

        A.      The initial Security Deposit shall be delivered to Landlord
                within 30 days following the mutual execution of this Lease by
                Tenant and Landlord and shall be held by Landlord without
                liability for interest (unless required by Law) as security for
                the performance of Tenant's obligations. The Security Deposit is
                not an advance payment of Rent or a measure of Tenant's
                liability for damages. Landlord may, from time to time, without
                prejudice to any other remedy, use all or a portion of the
                Security Deposit to satisfy past due Rent or to cure any uncured
                default by Tenant. If Landlord uses the Security Deposit, Tenant
                shall on demand restore the Security Deposit to its original
                amount. Landlord shall return any unapplied portion of the
                Security Deposit to Tenant within 45 days after the later to
                occur of: (1) the determination of Tenant's Pro Rata Share of
                Expenses and Taxes for the final year of the Term; (2) the date
                Tenant surrenders possession of the Premises to Landlord in
                accordance with this Lease; or (3) the Termination Date. If
                Landlord transfers its interest in the Premises, Landlord may
                assign the Security Deposit to the transferee and, following the
                assignment, Landlord shall have no further liability for the
                return of the Security Deposit. Landlord shall not be required
                to keep the Security Deposit separate from its other accounts.

        B.      1.      The Security Deposit shall be in the form of an
                        irrevocable letter of credit (the "Letter of Credit"),
                        which Letter of Credit shall: (a) initially be in the
                        amount of $677,568.00; (b) be issued on the form
                        attached hereto as Exhibit F; (c) name Landlord as its
                        beneficiary; and (d) be drawn on an FDIC insured
                        financial institution reasonably satisfactory to the
                        Landlord as of the date of issuance. The Letter of
                        Credit (and any renewals or replacements thereof) shall
                        be for a term of not less than 1 year. Tenant agrees
                        that it shall from time to time, as necessary, whether
                        as a result of a draw on the Letter of Credit by
                        Landlord pursuant to the terms hereof or as a result of
                        the expiration of the Letter of Credit then in effect,
                        renew or replace the original and any subsequent Letter
                        of Credit so that a Letter of Credit, in the amount
                        required hereunder, is in effect until a date which is
                        at least 60 days after the Termination Date of the
                        Lease. If Tenant fails to furnish such renewal or
                        replacement at least 60 days prior to the stated
                        expiration date of the Letter of Credit then held by
                        Landlord, Landlord may draw upon such Letter of Credit
                        and hold the proceeds thereof (and such proceeds need
                        not be segregated) as a Security Deposit pursuant to the
                        terms of this Article VI. Any renewal or replacement of
                        the original or any subsequent Letter of Credit shall
                        meet the requirements for the original Letter of Credit
                        as set forth above.

                2.      At least thirty (30) days prior to the Building 3 Must
                        Take Space Commencement Date (defined in Section IV of
                        Exhibit E) the Security Deposit shall increase by
                        $597,250.00 and Tenant shall either provide Landlord an
                        additional Letter of Credit in the amount of $597,250.00
                        ("First Additional Letter of Credit") or a replacement
                        Letter of Credit in the amount of $1,274,818.00 ("First
                        Replacement Letter of Credit").

                3.      At least thirty (30) days prior to the 2005 Must Take
                        Space Commencement Date (defined in Section III of
                        Exhibit E), the Security Deposit shall increase by
                        $1,108,054.00, to $2,382,872.00, and Tenant shall either
                        provide Landlord an additional Letter of Credit in the
                        amount of $1,108,054.00 (the "Second Additional Letter
                        of Credit"), or a replacement Letter of Credit in the
                        amount of $2,382,872.00 (the "Second Replacement Letter
                        of Credit").

                4.      Any First or Second Additional Letter of Credit or First
                        or Second Replacement Letter of Credit shall be subject
                        to conditions (b), (c) and (d) of Section VI.B.1.,
                        above. The Additional Letter(s) of Credit, and the
                        initial Letter of Credit, and/or the Replacement
                        Letter(s) of Credit, as applicable, may be hereinafter
                        referred to collectively as the "Letters of Credit."

                                        9

<PAGE>

        C.      If Landlord draws on any of the Letters of Credit as permitted
                in this Lease, then, within 10 days following demand of
                Landlord, Tenant shall restore the amount available under the
                Letters of Credit to their original amount by providing Landlord
                with an amendment to the applicable Letters of Credit evidencing
                that the amount available under the Letters of Credit has been
                restored to its original amount. In the alternative, Tenant may
                provide Landlord with cash, to be held by Landlord in accordance
                with this Article, equal to the restoration amount required
                under either of the Letters of Credit. A failure to timely
                restore the Letters of Credit shall, for the purposes of Article
                XIX below, be deemed a failure to pay an installment of Rent
                hereunder.

VII.    SERVICES TO BE FURNISHED BY LANDLORD.

        A.      Landlord agrees to furnish Tenant with the following services:

                1.      Water service for use in the lavatories on each floor on
                        which the Premises are located;

                2.      Heat and air conditioning in season during Normal
                        Business Hours (and during the hours that would be
                        Normal Business Hours on President's Day, which, for
                        purposes of this Section VII.A.2, shall be considered a
                        "Business Day"), at such temperatures and in such
                        amounts as are standard for comparable buildings or as
                        required by governmental authority. Tenant, upon such
                        advance notice as is reasonably required by Landlord,
                        shall have the right to receive HVAC service during
                        hours other than Normal Business Hours; Landlord
                        currently requires notice (which may be telephonic) of
                        Tenant's requirement for after-hours HVAC on or before
                        3:00 p.m. on the day such after-hours HVAC is required
                        or, if such service is required on a weekend or Holiday,
                        on or before 3:00 p.m. on the immediately preceding
                        Business Day. Tenant shall pay Landlord the standard
                        charge for the additional service as reasonably
                        determined by Landlord from time to time, provided that
                        the provision of HVAC service on President's Day as set
                        forth above shall not be subject to such additional
                        charge. As of the date hereof, Landlord's charge for
                        after hours heating and air conditioning service is
                        $14.00 per hour; Landlord specifically agrees that any
                        increases in such charge for after-hours HVAC service
                        shall be limited to increases in (A) the actual costs
                        incurred by Landlord to supply such after-hours HVAC on
                        an hourly basis, (B) increased wear and tear and
                        depreciation of equipment to provide such after-hours
                        HVAC as reasonably estimated by Landlord in good faith,
                        and (C) actual out-of-pocket maintenance costs;

                3.      Maintenance and repair of the Property as described in
                        Section IX.B.;

                4.      Janitor service to the Premises on Business Days in
                        accordance with the cleaning specifications attached
                        hereto as Exhibit G, or such other reasonably comparable
                        specifications designated by Landlord from time to time.
                        If Tenant's use, floor covering or other improvements
                        require special services in excess of the standard
                        services for the Building, Tenant shall pay the
                        additional cost attributable to the special services;

                5.      Elevator service;

                6.      Electricity to the Premises for general office use, in
                        accordance with and subject to the terms and conditions
                        in Article X; and

                7.      Such other services as Landlord reasonably determines
                        are necessary or appropriate for the Building or the
                        Property.

        B.      Landlord's failure to furnish, or any interruption or
                termination of, services due to the application of Laws, the
                failure of any equipment, the performance of repairs,
                improvements or alterations, or the occurrence of any event or
                cause beyond the reasonable control of Landlord (a "Service
                Failure") shall not render Landlord liable to Tenant, constitute
                a constructive eviction of Tenant, give rise to an abatement of
                Rent, nor relieve Tenant from the obligation to fulfill any
                covenant or agreement. However, if the Premises, or a material
                portion of the Premises, is made untenantable for a period in
                excess of 3 consecutive Business Days as a result of the Service
                Failure, then Tenant, as its sole remedy, shall be entitled to

                                       10

<PAGE>

                receive an abatement of Rent payable hereunder during the period
                beginning on the 4th consecutive Business Day of the Service
                Failure and ending on the day the service has been restored. If
                the entire Premises has not been rendered untenantable by the
                Service Failure, the amount of abatement that Tenant is entitled
                to receive shall be prorated based upon the percentage of the
                Premises rendered untenantable and not used by Tenant. In no
                event, however, shall Landlord be liable to Tenant for any loss
                or damage, including the theft of Tenant's Property (defined in
                Article XV), arising out of or in connection with the failure of
                any security services, personnel or equipment.

        C.      Subject to Force Majeure, to Landlord's reasonable security
                procedures, and to Articles XVII and XVIII below, Tenant shall
                have access to the Premises 24 hours per day, seven days per
                week.

VIII.   LEASEHOLD IMPROVEMENTS.

        All improvements to the Premises (collectively, "Leasehold
Improvements") shall be owned by Landlord and shall remain upon the Premises
without compensation to Tenant. However, Landlord, by written notice to Tenant
within 30 days prior to the Termination Date, may require Tenant to remove, at
Tenant's expense: (1) Cable (defined in Section IX.A) installed by or for the
exclusive benefit of Tenant and located in the Premises or other portions of the
Building; and (2) any Leasehold Improvements that are performed by or for the
benefit of Tenant following the date of this Lease and, in Landlord's reasonable
judgment, are of a nature that would require removal and repair costs that are
materially in excess of the removal and repair costs associated with standard
office improvements and which are timely so identified by Landlord pursuant to
Section IX.C.2 (below) (collectively referred to as "Required Removables").
Without limitation, it is agreed that Required Removables include internal
stairways, raised floors, personal baths and showers, vaults, rolling file
systems, structural alterations and modifications of any type and, any cafeteria
installed by Tenant. The Required Removables designated by Landlord in
accordance with Section IX.C.2 (below), shall be removed by Tenant before the
Termination Date, provided that upon prior written notice to Landlord, Tenant
may remain in the Premises for up to 5 days after the Termination Date for the
sole purpose of removing the Required Removables. Tenant's possession of the
Premises shall be subject to all of the terms and conditions of this Lease,
including the obligation to pay Rent on a per diem basis at the rate in effect
for the last month of the Term. Tenant shall repair damage caused by the
installation or removal of Required Removables. If Tenant fails to remove any
Required Removables or perform related repairs in a timely manner, Landlord, at
Tenant's expense, may remove and dispose of the Required Removables and perform
the required repairs. Tenant, within 30 days after receipt of an invoice, shall
reimburse Landlord for the reasonable costs incurred by Landlord.

IX.     REPAIRS AND ALTERATIONS.

        A.      Tenant's Repair Obligations. Tenant shall, at its sole cost and
                expense, promptly perform all maintenance and repairs to the
                Premises that are not Landlord's express responsibility under
                this Lease, and shall keep the Premises in good condition and
                repair, reasonable wear and tear excepted. Tenant's repair
                obligations include, without limitation, repairs to: (1) floor
                covering; (2) interior partitions; (3) doors; (4) the interior
                side of demising walls; (5) electronic, phone and data cabling
                and related equipment (collectively, "Cable") that is installed
                by or for the exclusive benefit of Tenant and located in the
                Premises or other portions of the Building; (6) supplemental air
                conditioning units, private showers and kitchens, including hot
                water heaters, plumbing, and similar facilities serving Tenant
                exclusively; and (7) Alterations performed by contractors
                retained by Tenant, including related HVAC balancing. All work
                shall be performed in accordance with the rules and procedures
                described in Section IX.C. below. If Tenant fails to make any
                repairs to the Premises for more than 30 days after notice from
                Landlord (although notice shall not be required if there is an
                emergency), Landlord may make the repairs, and Tenant shall pay
                the reasonable cost of the repairs to Landlord within 30 days
                after receipt of an invoice, together with an administrative
                charge in an amount equal to 5% of the cost of the repairs. To
                Landlord's knowledge, as of the date of this Lease, items
                meeting the description in clause (6) above are the following:

                (i)     ten (10) supplemental air conditioning units located
throughout the Building (which shall be Tenant's responsibility hereunder to the
extent such units serve the Premises, as the Premises is expanded pursuant to
the provisions of Exhibit E);

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<PAGE>

                (ii)    a pre-action sprinkler system in the existing Data Room
                        on the fifth (5th) floor of the Building (following the
                        2005 Must Take Space Commencement Date, the testing and
                        maintenance of such system, as well as the panel and
                        smoke/fire detection devices associated therewith, shall
                        be Tenant's responsibility);

                (iii)   an external emergency power system connection (including
                        transfer switches and sub-panels) located adjacent to
                        the Building loading dock;

                (iv)    a proprietary internal key/lock system installed by
                        bSquare in the Building and serving the Premises; and

                (v)     a proprietary card-key system installed by bSquare in
                        connection with bSquare's installation of its
                        proprietary lock system described in clause (iv) above.

        B.      Landlord's Repair Obligations. Landlord shall keep and maintain
                in good repair and working order and make repairs to and perform
                maintenance upon: (1) structural elements of the Building; (2)
                the Building systems, including but not limited to, mechanical
                (including HVAC), electrical, plumbing and fire/life safety
                systems serving the Building in general; (3) Common Areas; (4)
                the roof of the Building; (5) exterior windows of the Building;
                and (6) elevators serving the Building. Landlord shall promptly
                make repairs (considering the nature and urgency of the repair)
                for which Landlord is responsible.

C.      Alterations.

        1.      Tenant shall not make alterations, additions or improvements to
                the Premises or install any Cable in the Premises or other
                portions of the Building (collectively referred to as
                "Alterations") without first obtaining the written consent of
                Landlord in each instance, which consent shall not be
                unreasonably withheld or delayed. However, Landlord's consent
                shall not be required for any Alteration that satisfies all of
                the following criteria (a "Cosmetic Alteration"): (a) is of a
                cosmetic nature such as painting, wallpapering, hanging pictures
                and installing carpeting; (b) is not visible from the exterior
                of the Premises or Building; (c) will not affect the systems or
                structure of the Building; and (d) does not require work to be
                performed inside the walls or above the ceiling of the Premises.
                However, even though consent is not required, the performance of
                Cosmetic Alterations shall be subject to all the other
                provisions of this Paragraph. Prior to starting work, Tenant
                shall furnish Landlord with plans and specifications reasonably
                acceptable to Landlord (unless the Alteration is of a nature for
                which such plans and specifications are not customarily
                prepared); names of contractors reasonably acceptable to
                Landlord (provided that Landlord may designate specific
                contractors with respect to Building systems); copies of
                contracts; necessary permits and approvals; evidence of
                contractor's and subcontractor's insurance in amounts reasonably
                required by Landlord; and any security for performance that is
                reasonably required by Landlord (provided that no such security
                for performance shall be required if the cost of the Alteration
                is $50,000 or less). Changes to the plans and specifications
                must also be submitted to Landlord for its approval. Alterations
                shall be constructed in a good and workmanlike manner using
                materials of a quality that is at least equal to the quality
                designated by Landlord as the minimum standard for the Building.
                Landlord may designate reasonable rules, regulations and
                procedures for the performance of work in the Building and, to
                the extent reasonably necessary to avoid disruption to the
                occupants of the Building, shall have the right to designate the
                time when Alterations may be performed. Tenant shall reimburse
                Landlord within 30 days after receipt of an invoice for
                reasonable sums paid by Landlord for third party examination of
                Tenant's plans for non-Cosmetic Alterations. In addition, within
                30 days after receipt of an invoice from Landlord, Tenant shall
                pay Landlord with respect to any non-Cosmetic Alterations
                (including the Initial Building 3 Alterations, as defined in
                Section IV.D.2 of Exhibit E) Landlord's actual cost to review
                such work (which will consist of (x) the cost of Landlord's
                construction manager's review of proposed plans, (y) the cost of
                the Building architect's review of proposed plans and (z) the
                cost of mechanical, electrical and plumbing engineers' review of

                                       12

<PAGE>

                plans, all without any mark-up for profit to Landlord); provided
                that Tenant's obligation to pay such costs shall not be
                applicable to the Refurbishment Work (as defined in Section
                III.D.2 of Exhibit E). Upon completion, Tenant shall furnish
                "as-built" plans (except for Cosmetic Alterations), completion
                affidavits, full and final waivers of lien and receipted bills
                covering all labor and materials. Tenant shall assure that the
                Alterations comply with all insurance requirements and Laws.
                Landlord's approval of an Alteration shall not be a
                representation by Landlord that the Alteration complies with
                applicable Laws or will be adequate for Tenant's use

        2.      Landlord shall respond to Tenant's written request to consent
                for proposed alterations (a) within one (1) Business Day
                following delivery of Tenant's request for consent with respect
                to minor nonstructural Alterations, and (b) within three (3)
                Business Days following delivery of Tenant's request for consent
                with respect to major nonstructural Alterations. Concurrently
                with Landlord's consent to any proposed Alterations, including
                the Initial Building 3 Alterations, Landlord will notify Tenant
                whether and to the extent that any Alterations consented to will
                constitute a Required Removeable.

        3.      Tenant shall have the right to relocate the reception area of
                the Premises to the 1st floor after January 1, 2005, and to
                modify multi-tenant floor configuration within the Premises into
                a "single tenant" configuration, in each case, with Landlord's
                consent, which shall not be unreasonably withheld or delayed;
                any such work may, in accordance with Section IX.C.2 above,
                constitute a Required Removable and Tenant may be required to
                restore such reception area and any corridor(s) altered by
                Tenant at the expiration or sooner termination of this Lease.

X.      USE OF ELECTRICAL SERVICES BY TENANT.

        A.      Electricity used by Tenant in the Premises shall, at Landlord's
                option, be paid for by Tenant either: (1) through inclusion in
                Expenses (except as provided in Section X.B. for excess usage);
                or (2) by separate charge billed by the applicable utility
                company and payable directly by Tenant (the cost of installing a
                separate meter pursuant to this clause (2) will be borne by
                Landlord, subject to Landlord's ability to include such costs in
                Expenses). Electrical service to the Premises may be furnished
                by one or more companies providing electrical generation,
                transmission and distribution services, and the cost of
                electricity may consist of several different components or
                separate charges for such services, such as generation,
                distribution and stranded cost charges. Landlord shall have the
                exclusive right to select any company providing electrical
                service to the Premises, to aggregate the electrical service for
                the Property and Premises with other buildings, to purchase
                electricity through a broker and/or buyers group and to change
                the providers and manner of purchasing electricity.

        B.      Tenant's use of electrical service shall not exceed, either in
                voltage, rated capacity, use beyond Normal Business Hours or
                overall load, the electrical standard for the Building. For
                purposes hereof, the "electrical standard" for the Building is:
                (i) a design load of 1.2 watts per square foot of net usable
                floor area for all building standard overhead lighting located
                within the Premises which requires a voltage of 480/277 volts;
                and (ii) a connected load of 6.0 watts per square foot of net
                usable area for all equipment located and operated within the
                Premises which requires a voltage of 120/208 volts single phase
                or less, it being understood that electricity required to
                operate the base building HVAC system is not included within or
                deducted from such 7.2 watts per square foot described in this
                subsection (ii). If Tenant requests permission to consume excess
                electrical service, Landlord may condition consent upon
                conditions that Landlord reasonably elects (including, without
                limitation, the installation of utility service upgrades,
                meters, submeters, air handlers or cooling units), and the
                additional usage (to the extent permitted by Law), installation
                and maintenance costs shall be paid by Tenant. Landlord shall
                have the right to separately meter electrical usage for the
                Premises and to measure electrical usage by survey or other
                commonly accepted methods.

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<PAGE>

XI.     ENTRY BY LANDLORD.

        Landlord, its agents, contractors and representatives may enter the
Premises to inspect or show the Premises, to clean and make repairs, alterations
or additions to the Premises, and to conduct or facilitate repairs, alterations
or additions to any portion of the Building, including other tenants' premises.
Except in emergencies or to provide janitorial and other Building services after
Normal Business Hours, Landlord shall provide Tenant with reasonable prior
notice of entry into the Premises, which may be given orally. If reasonably
necessary for the protection and safety of Tenant and its employees, Landlord
shall have the right to temporarily close all or a portion of the Premises to
perform repairs, alterations and additions. However, except in emergencies,
Landlord will not close the Premises if the work can reasonably be completed on
weekends and after Normal Business Hours. Entry by Landlord shall not constitute
constructive eviction or entitle Tenant to an abatement or reduction of Rent.
Notwithstanding the foregoing, except in emergency situations as determined by
Landlord, Landlord shall exercise reasonable efforts not to unreasonably
interfere with the conduct of the business of Tenant in the Premises.

XII.    ASSIGNMENT AND SUBLETTING.

        A.      Except in connection with a Permitted Transfer (defined in
                Section XII.E. below), Tenant shall not assign, sublease,
                transfer or encumber any interest in this Lease or allow any
                third party to use any portion of the Premises (collectively or
                individually, a "Transfer") without the prior written consent of
                Landlord, which consent shall not be unreasonably withheld or
                delayed if Landlord does not elect to exercise its termination
                rights under Section XII.B below. Without limitation, it is
                agreed that Landlord's consent shall not be considered
                unreasonably withheld if: (1) the proposed transferee's
                financial condition does not meet the criteria Landlord uses to
                select Building tenants having similar leasehold obligations;
                provided with respect to a subtenant, Landlord shall apply a
                standard of whether the proposed subtenant is financially able
                to meet its sublease obligations, including its obligation to
                pay rent under the sublease, as it becomes due; (2) the proposed
                transferee's business is not suitable for the Building
                considering the business of the other tenants and the Building's
                prestige, or would result in a violation of another existing
                tenant's exclusive rights; (3) the proposed transferee is a
                governmental agency or occupant of the Building or Property; (4)
                Tenant is in default after the expiration of the notice and cure
                periods in this Lease; or (5) any portion of the Building or
                Premises would likely become subject to additional or different
                Laws as a consequence of the proposed Transfer. Notwithstanding
                the above, Landlord will not withhold its consent solely because
                the proposed subtenant or assignee is an occupant of the
                Building if Landlord does not have space available for lease in
                the Building that is comparable to the space Tenant desires to
                sublet or assign. Landlord shall be deemed to have comparable
                space if it has, or will have, space available on any floor of
                the Building that is approximately the same size as the space
                Tenant desires to sublet or assign as of the proposed
                commencement of the proposed sublease or assignment. Any
                attempted Transfer in violation of this Article shall, at
                Landlord's option, be void. Consent by Landlord to one or more
                Transfer(s) shall not operate as a waiver of Landlord's rights
                to approve any subsequent Transfers. In no event shall any
                Transfer or Permitted Transfer release or relieve Tenant from
                any obligation under this Lease.

        B.

                1.      As part of its request for Landlord's consent to a
                        Transfer, Tenant shall provide Landlord with financial
                        statements for the proposed transferee, a complete copy
                        of the proposed assignment, sublease and other
                        contractual documents and such other information as
                        Landlord may reasonably request. Landlord shall, by
                        written notice to Tenant given as soon as reasonably
                        possible but in any event within 30 days of its receipt
                        of the required information and documentation, either:
                        (1) consent to the Transfer by the execution of a
                        consent agreement in a form reasonably designated by
                        Landlord or reasonably refuse to consent to the Transfer
                        in writing; or (2) except in the case of a Permitted
                        Transfer, exercise, subject to Section 2 below, its
                        right to terminate this Lease with respect to the entire
                        Premises, if Tenant is proposing to assign the Lease, or
                        with respect to the portion of the Premises that Tenant
                        is proposing to sublet if the proposed sublease term,
                        with or without renewal options relating thereto, is for
                        more than 75% of the then remaining Term of this Lease.

                                       14

<PAGE>

                        Tenant shall pay Landlord a review fee equal to the
                        reasonable actual costs, expenses and attorney fees,
                        including costs attributable to time expended by in
                        house counsel, accountants or other personnel of
                        Landlord, incurred for Landlord's review of any
                        Permitted Transfer or requested Transfer, including the
                        preparation and negotiation of any consent required of
                        Landlord related thereto.

                2.      Notwithstanding the above, if Landlord would be entitled
                        to terminate this Lease with respect to all or any
                        portion of the Premises in connection with a proposed
                        Transfer, Tenant, prior to entering into a sublease or
                        assignment, shall have the right to advise Landlord (the
                        "Prior Notice") of its intention to sublet the Premises
                        or assign this Lease. In the Prior Notice, Tenant shall
                        describe whether Tenant intends to assign its interest
                        under the Lease or whether Tenant intends to sublease
                        all or a portion of the Premises (and the portion of the
                        Premises Tenant intends to sublease), and the expected
                        effective date of the proposed assignment or sublease.
                        Landlord, by providing notice within 30 days after
                        receipt of the Prior Notice, shall have the right to
                        terminate this Lease, effective as of the effective date
                        set forth in the Prior Notice, with respect to the
                        Premises, if Tenant intends to assign its interest under
                        the Lease, or with respect to the space that Tenant
                        intends to sublet if Tenant intends to sublease all or a
                        portion of the Premises. If Landlord fails to exercise
                        its right to terminate within 30 days after the Prior
                        Notice, Landlord may not elect to terminate in
                        connection with a proposed assignment or subletting of
                        the space described in the Prior Notice.

        C.      Tenant shall pay Landlord 50% of all rent and other
                consideration which Tenant receives as a result of a Transfer
                (other than a Permitted Transfer) that is in excess of the Rent
                payable to Landlord for the portion of the Premises and Term
                covered by the Transfer. Tenant shall pay Landlord for
                Landlord's share of any excess within 30 days after Tenant's
                receipt of such excess consideration. Tenant may deduct from the
                excess all reasonable and customary expenses directly incurred
                by Tenant attributable to the Transfer (other than Landlord's
                review fee), including brokerage fees, legal fees and
                construction costs. If Tenant is in Monetary Default (defined in
                Section XIX.A. below), Landlord may require that all sublease
                payments be made directly to Landlord, in which case Tenant
                shall receive a credit against Rent in the amount of any
                payments received (less Landlord's share of any excess).

        D.      Except as provided below with respect to a Permitted Transfer,
                if Tenant is a corporation, limited liability company,
                partnership, or similar entity, and if the entity which owns or
                controls a majority of the voting shares/rights at any time
                changes for any reason (including but not limited to a merger,
                consolidation or reorganization), such change of ownership or
                control shall constitute a Transfer. The foregoing shall not
                apply so long as Tenant is an entity whose outstanding stock is
                listed on a recognized security exchange, or if at least 80% of
                its voting stock is owned by another entity, the voting stock of
                which is so listed.

        E.      Tenant may assign its entire interest under this Lease to a
                successor to Tenant by purchase, merger, consolidation or
                reorganization without the consent of Landlord, provided that
                all of the following conditions are satisfied (a "Permitted
                Transfer"): (1) Tenant is not in default under this Lease; (2)
                Tenant's successor shall own all or substantially all of the
                assets of Tenant; (3) Tenant's successor shall have a net worth
                which is at least equal to Tenant's net worth as of the day
                prior to the proposed purchase, merger, consolidation or
                reorganization; (4) [INTENTIONALLY OMITTED]; and (5) Tenant
                shall give Landlord written notice at least 10 days prior to the
                effective date of the proposed purchase, merger, consolidation
                or reorganization. Tenant's notice to Landlord shall include
                information and documentation showing that each of the above
                conditions has been satisfied. If requested by Landlord,
                Tenant's successor shall sign a commercially reasonable form of
                assumption agreement.

        F.      Notwithstanding anything in this Article XII to the contrary,
                Tenant shall be permitted from time to time to permit its
                contractors or venture partners (including employees of same)
                ("Approved Users") to temporarily occupy space within the
                Premises in order to make such entities more accessible to
                Tenant, provided that (a) Tenant does not separately demise such
                space and the Approved Users utilize, in common with Tenant, one
                common entryway to the Premises as well as

                                       15

<PAGE>

                certain shared central services, such as reception, photocopying
                and the like; (b) the Approved Users shall not occupy, in the
                aggregate, more than 20% of the rentable area in the Premises;
                (c) the Approved Users occupy space in the Premises for the
                Permitted Use and for no other purpose; (d) all Approved Users
                shall occupy space in the Premises only so long as they continue
                to be contractors or venture partners of Tenant; and (e) Tenant
                notifies Landlord, in writing, of the identity of any such
                Approved Users prior to occupancy of any portion of the Premises
                by such Approved User$. If any Approved Users occupy any portion
                of the Premises as described herein, it is agreed that (i) the
                Approved Users must comply with all provisions of this Lease,
                and a default by any Approved Users shall be deemed a default by
                Tenant under this Lease; (ii) all notices required of Landlord
                under this Lease shall be forwarded only to Tenant in accordance
                with the terms of this Lease and in no event shall Landlord be
                required to send any notices to any Approved Users; (iii) in no
                event shall any use or occupancy of any portion of the Premises
                by any Approved User release or relieve Tenant from any of its
                obligations under this Lease; (iv) the Approved User and its
                employees, contractors and invitees visiting or occupying space
                in the Premises shall be deemed contractors of Tenant for
                purposes of Tenant's indemnification obligations in Article XIV;
                and (v) in no event shall the occupancy of any portion of the
                Premises by Approved Users be deemed to create a landlord/tenant
                relationship between Landlord and such Approved Users, and, in
                all instances, Tenant shall be considered the sole tenant under
                the Lease notwithstanding the occupancy of any portion of the
                Premises by the Approved Users.

        LIENS.

        Tenant shall not permit mechanic's or other liens to be placed upon the
Premises, Building, Property or Project, or Tenant's leasehold interest in
connection with any work or service done or purportedly done by or for benefit
of Tenant. If a lien is so placed, Tenant shall, within 10 days of notice from
Landlord of the filing of the lien, fully discharge the lien by settling the
claim which resulted in the lien or by bonding or insuring over the lien in the
manner prescribed by the applicable lien Law. If Tenant fails to discharge the
lien, then, in addition to any other right or remedy of Landlord, Landlord may
bond or insure over the lien or otherwise discharge the lien. Tenant shall
reimburse Landlord for any amount paid by Landlord to bond or insure over the
lien or discharge the lien, including, without limitation, reasonable attorneys'
fees (if and to the extent permitted by Law) within 30 days after receipt of an
invoice from Landlord.

        INDEMNITY AND WAIVER OF CLAIMS.

        A.      Except to the extent caused by the negligence or willful
                misconduct of Landlord or any Landlord Related Parties (defined
                below), Tenant shall indemnify, defend and hold Landlord, its
                trustees, members, principals, beneficiaries, partners,
                officers, directors, employees, Mortgagee(s) (defined in Article
                XXVI) and agents ("Landlord Related Parties") harmless against
                and from all liabilities, obligations, damages, penalties,
                claims, actions, costs, charges and expenses, including, without
                limitation, reasonable attorneys' fees and other professional
                fees (if and to the extent permitted by Law), which may be
                imposed upon, incurred by or asserted against Landlord or any of
                the Landlord Related Parties and arising out of or in connection
                with any damage or injury occurring in the Premises or any acts
                or omissions (including violations of Law) of Tenant, the Tenant
                Related Parties (defined below) or any of Tenant's transferees,
                contractors or licensees.

        B.      Except to the extent caused by the negligence or willful
                misconduct of Tenant or any Tenant Related Parties (defined
                below), Landlord shall indemnify, defend and hold Tenant, its
                trustees, members, principals, beneficiaries, partners,
                officers, directors, employees and agents ("Tenant Related
                Parties") harmless against and from all liabilities,
                obligations, damages, penalties, claims, actions, costs, charges
                and expenses, including, without limitation, reasonable
                attorneys' fees and other professional fees (if and to the
                extent permitted by Law), which may be imposed upon, incurred by
                or asserted against Tenant or any of the Tenant Related Parties
                and arising out of or in connection with the acts or omissions
                (including violations of Law) of Landlord, the Landlord Related
                Parties or any of Landlord's contractors.

        C.      Landlord and the Landlord Related Parties shall not be liable
                for, and Tenant waives, all claims for loss or damage to
                Tenant's business or loss, theft or damage to Tenant's Property
                or the property of any person claiming by, through

                                       16

<PAGE>

                or under Tenant resulting from: (1) wind or weather; (2) the
                failure of any sprinkler, heating or air-conditioning equipment,
                any electric wiring or any gas, water or steam pipes; (3) the
                backing up of any sewer pipe or downspout; (4) the bursting,
                leaking or running of any tank, water closet, drain or other
                pipe; (5) water, snow or ice upon or coming through the roof,
                skylight, stairs, doorways, windows, walks or any other place
                upon or near the Building; (6) any act or omission of any party
                other than Landlord or Landlord Related Parties; and (7) any
                causes not reasonably within the control of Landlord. Tenant
                shall insure itself against such losses under Article XV below.
                Notwithstanding the foregoing, except as provided in Article XVI
                to the contrary, Tenant shall not be required to waive any
                claims against Landlord (other than for loss or damage to
                Tenant's business) where such loss or damage is due to the
                negligence or willful misconduct of Landlord or any Landlord
                Related Parties. Nothing herein shall be construed as to
                diminish the repair and maintenance obligations of Landlord
                contained elsewhere in this Lease.

        INSURANCE.

        Tenant shall carry and maintain the following insurance ("Tenant's
Insurance"), at its sole cost and expense: (1) Commercial General Liability
Insurance applicable to the Premises and its appurtenances providing, on an
occurrence basis, a minimum combined single limit of $2,000,000.00; (2) All Risk
Property/Business Interruption Insurance, including flood and earthquake,
written at replacement cost value and with a replacement cost endorsement
covering all of Tenant's trade fixtures, equipment, furniture and other personal
property within the Premises ("Tenant's Property"); (3) Workers' Compensation
Insurance as required by the state in which the Premises is located and in
amounts as may be required by applicable statute; and (4) Employers Liability
Coverage of at least $1,000,000.00 per occurrence. Any company writing any of
Tenant's Insurance shall have an A.M. Best rating of not less than A-VIII. All
Commercial General Liability Insurance policies shall name Tenant as a named
insured and Landlord (or any successor), Equity Office Properties Trust, a
Maryland real estate investment trust, EOP Operating Limited Partnership, a
Delaware limited partnership, and their respective members, principals,
beneficiaries, partners, officers, directors, employees, and agents, and other
designees of Landlord as the interest of such designees shall appear, as
additional insureds. All policies of Tenant's Insurance shall contain
endorsements that the insurer(s) shall give Landlord and its designees at least
30 days' advance written notice of any change, cancellation, termination or
lapse of insurance. Tenant shall provide Landlord with a certificate of
insurance evidencing Tenant's Insurance prior to the earlier to occur of the
Commencement Date or the date Tenant is provided with possession of the Premises
for any reason, and upon renewals at least 15 days prior to the expiration of
the insurance coverage. Landlord shall maintain so called All Risk property
insurance on the Building at replacement cost value, as reasonably estimated by
Landlord, and Commercial General Liability Insurance applicable to the Building
and the Property, providing, on an occurrence basis, a minimum combined limit of
$2,000,000. Except as specifically provided to the contrary, the limits of
either party's' insurance shall not limit such party's liability under this
Lease.

        SUBROGATION.

        Notwithstanding anything in this Lease to the contrary, Landlord and
Tenant hereby waive and shall cause their respective insurance carriers to waive
any and all rights of recovery, claim, action or causes of action against the
other and their respective trustees, principals, beneficiaries, partners,
officers, directors, agents, and employees, for any loss or damage that may
occur to Landlord or Tenant or any party claiming by, through or under Landlord
or Tenant, as the case may be, with respect to Tenant's Property, the Building,
the Premises, any additions or improvements to the Building or Premises, or any
contents thereof, including all rights of recovery, claims, actions or causes of
action arising out of the negligence of Landlord or any Landlord Related Parties
or the negligence of Tenant or any Tenant Related Parties, which loss or damage
is (or would have been, had the insurance required by this Lease been carried)
covered by insurance.

        CASUALTY DAMAGE.

        A.      If all or any part of the Premises is damaged by fire or other
                casualty, Tenant shall immediately notify Landlord in writing.
                During any period of time that all or a material portion of the
                Premises is rendered untenantable as a result of a fire or other
                casualty, the Rent and Additional Rent shall abate for the
                portion of the Premises that is untenantable and not used by
                Tenant. Landlord shall have the right to terminate this Lease
                if: (1) the Building shall be damaged so that, in Landlord's
                reasonable judgment, substantial alteration or reconstruction of
                the

                                       17

<PAGE>

                Building shall be required (whether or not the Premises has been
                damaged) and such alteration or reconstruction shall require in
                excess of 270 days to complete; (2) Landlord is not permitted by
                Law to rebuild the Building in substantially the same form as
                existed before the fire or casualty; (3) the Premises have been
                materially damaged and there is less than 2 years of the Term
                remaining on the date of the casualty; (4) any Mortgagee
                requires that the insurance proceeds be applied to the payment
                of the mortgage debt; or (5) a material uninsured loss to the
                Building occurs, and such loss was not required to be insured
                against by Landlord pursuant to the provisions of this Lease.
                Landlord may exercise its right to terminate this Lease by
                notifying Tenant in writing within 90 days after the date of the
                casualty. If Landlord does not terminate this Lease, Landlord
                shall commence and proceed with reasonable diligence to repair
                and restore the Building and the Leasehold Improvements
                (excluding any Alterations that were performed by Tenant in
                violation of this Lease). However, in no event shall Landlord be
                required to spend materially more than the insurance proceeds
                received by Landlord (plus any deductible payment). Landlord
                shall not be liable for any loss or damage to Tenant's Property
                or to the business of Tenant resulting in any way from the fire
                or other casualty or from the repair and restoration of the
                damage. Landlord and Tenant hereby waive the provisions of any
                Law relating to the matters addressed in this Article, and agree
                that their respective rights for damage to or destruction of the
                Premises shall be those specifically provided in this Lease.

        B.      If all or any portion of the Premises shall be made untenantable
                by fire or other casualty, Landlord shall, with reasonable
                promptness, cause an architect or general contractor selected by
                Landlord to provide Landlord and Tenant with a written estimate
                of the amount of time required to substantially complete the
                repair and restoration of the Premises and make the Premises
                tenantable again, using standard working methods ("Completion
                Estimate"). If the Completion Estimate indicates that the
                Premises cannot be made tenantable within 270 days from the date
                the repair and restoration is started, then regardless of
                anything in Section XVII.A above to the contrary, either party
                shall have the right to terminate this Lease by giving written
                notice to the other of such election within 10 days after
                receipt of the Completion Estimate. Tenant, however, shall not
                have the right to terminate this Lease if the fire or casualty
                was caused by the intentional misconduct of Tenant, Tenant
                Related Parties or any of Tenant's transferees, contractors or
                licensees.

 XVIII. CONDEMNATION.

        Either party may terminate this Lease if the whole or any material part
of the Premises shall be taken or condemned for any public or quasi-public use
under Law, by eminent domain or private purchase in lieu thereof (a "Taking").
Landlord shall also have the right to terminate this Lease if there is a Taking
of any portion of the Building or Property which would leave the remainder of
the Building unsuitable for use as an office building in a manner comparable to
the Building's use prior to the Taking. In order to exercise its right to
terminate the Lease, Landlord or Tenant, as the case may be, must provide
written notice of termination to the other within 45 days after the terminating
party first receives notice of the Taking. Any such termination shall be
effective as of the date the physical taking of the Premises or the portion of
the Building or Property occurs. If this Lease is not terminated, the Rentable
Square Footage of the Buildings, the Rentable Square Footage of the Premises,
the Buildings' allocable percentage and Tenant's Pro Rata Share shall, if
applicable, be appropriately adjusted. In addition, Rent for any portion of the
Premises taken or condemned shall be abated during the unexpired Term of this
Lease effective when the physical taking of the portion of the Premises occurs.
All compensation awarded for a Taking, or sale proceeds, shall be the property
of Landlord, any right to receive compensation or proceeds being expressly
waived by Tenant. However, Tenant may file a separate claim at its sole cost and
expense for Tenant's Property and Tenant's reasonable relocation expenses,
provided the filing of the claim does not diminish the award which would
otherwise be receivable by Landlord.

XIX.    EVENTS OF DEFAULT.

        Tenant shall be considered to be in default of this Lease upon the
occurrence of any of the following events of default:

        A.      Tenant's failure to pay when due all or any portion of the Rent,
                if the failure continues for 5 Business Days after written
                notice to Tenant ("Monetary Default").

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<PAGE>

        B.      Tenant's failure (other than a Monetary Default) to comply with
                any term, provision or covenant of this Lease, if the failure is
                not cured within 10 Business Days after written notice to
                Tenant. However, if Tenant's failure to comply cannot reasonably
                be cured within 10 Business Days, Tenant shall be allowed
                additional time (not to exceed 90 days) as is reasonably
                necessary to cure the failure so long as: (1) Tenant commences
                to cure the failure within 10 Business Days, and (2) Tenant
                diligently pursues a course of action that will cure the failure
                and bring Tenant back into compliance with the Lease. However,
                if Tenant's failure to comply creates a hazardous condition, the
                failure must be cured immediately upon notice to Tenant. In
                addition, if Landlord provides Tenant with notice of Tenant's
                failure to comply with any particular term, provision or
                covenant of the Lease on 3 occasions during any 12 month period,
                Tenant's subsequent violation of such term, provision or
                covenant shall, at Landlord's option, be an incurable event of
                default by Tenant.

        C.      Tenant or any Guarantor becomes insolvent, makes a transfer in
                fraud of creditors or makes an assignment for the benefit of
                creditors, or admits in writing its inability to pay its debts
                when due.

        D.      The leasehold estate is taken by process or operation of Law.

        E.      [INTENTIONALLY OMITTED]

        F.      [INTENTIONALLY OMITTED]

XX.     REMEDIES.

        A.      Upon any default, Landlord shall have the right without notice
                or demand (except as provided in Article XIX) to pursue any of
                its rights and remedies at Law or in equity, including any one
                or more of the following remedies:

                1.      Terminate this Lease, in which case Tenant shall
                        immediately surrender the Premises to Landlord. If
                        Tenant fails to surrender the Premises, Landlord may, in
                        compliance with applicable Law and without prejudice to
                        any other right or remedy, enter upon and take
                        possession of the Premises and expel and remove Tenant,
                        Tenant's Property and any party occupying all or any
                        part of the Premises. Tenant shall pay Landlord on
                        demand the amount of all past due Rent and other losses
                        and damages which Landlord may suffer as a result of
                        Tenant's default, whether by Landlord's inability to
                        relet the Premises on satisfactory terms or otherwise,
                        including, without limitation, all Costs of Reletting
                        (defined below) and any deficiency that may arise from
                        reletting or the failure to relet the Premises. "Costs
                        of Reletting" shall include all costs and expenses
                        incurred by Landlord in reletting or attempting to relet
                        the Premises, including, without limitation, reasonable
                        legal fees, brokerage commissions, the cost of
                        alterations and the value of other concessions or
                        allowances granted to a new tenant.

                2.      Terminate Tenant's right to possession of the Premises
                        and, in compliance with applicable Law, expel and remove
                        Tenant, Tenant's Property and any parties occupying all
                        or any part of the Premises. Landlord may (but shall not
                        be obligated to) relet all or any part of the Premises,
                        without notice to Tenant, for a term that may be greater
                        or less than the balance of the Term and on such
                        conditions (which may include concessions, free rent and
                        alterations of the Premises) and for such uses as
                        Landlord in its absolute discretion shall determine.
                        Landlord may collect and receive all rents and other
                        income from the reletting. Tenant shall pay Landlord on
                        demand all past due Rent, all Costs of Reletting and any
                        deficiency arising from the reletting or failure to
                        relet the Premises. Landlord shall not be responsible or
                        liable for the failure to relet all or any part of the
                        Premises or for the failure to collect any Rent. The
                        re-entry or taking of possession of the Premises shall
                        not be construed as an election by Landlord to terminate
                        this Lease unless a written notice of termination is
                        given to Tenant.

                3.      In lieu of calculating damages under Sections XX.A.1 or
                        XX.A.2 above, Landlord may elect to receive as damages
                        the sum of (a) all Rent accrued through the date of
                        termination of this Lease or Tenant's right to

                                       19

<PAGE>

                        possession, and (b) an amount equal to the total Rent
                        that Tenant would have been required to pay for the
                        remainder of the Term discounted to present value at the
                        Prime Rate (defined in Section XX.B. below) then in
                        effect, minus the then present fair rental value of the
                        Premises for the remainder of the Term, similarly
                        discounted, after deducting all anticipated Costs of
                        Reletting.

        B.      Unless expressly provided in this Lease, the repossession or
                re-entering of all or any part of the Premises shall not relieve
                Tenant of its liabilities and obligations under the Lease. No
                right or remedy of Landlord shall be exclusive of any other
                right or remedy. Each right and remedy shall be cumulative and
                in addition to any other right and remedy now or subsequently
                available to Landlord at Law or in equity. If Landlord declares
                Tenant to be in default, Landlord shall be entitled to receive
                interest on any unpaid item of Rent at a rate equal to the Prime
                Rate plus 4%. For purposes hereof, the "Prime Rate" shall be the
                per annum interest rate publicly announced as its prime or base
                rate by a federally insured bank selected by Landlord in the
                state in which the Building is located. Forbearance by Landlord
                to enforce one or more remedies shall not constitute a waiver of
                any default.

XXI.    LIMITATION OF LIABILITY.

        NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) TO TENANT SHALL BE LIMITED
TO THE INTEREST OF LANDLORD IN THE PROPERTY. TENANT SHALL LOOK SOLELY TO
LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST LANDLORD. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE
PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY. BEFORE FILING SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S)
(DEFINED IN ARTICLE XXVI BELOW) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES
(DEFINED IN ARTICLE XXVI BELOW) ON THE PROPERTY, BUILDING OR PREMISES, NOTICE
AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT. FOR PURPOSES HEREOF, "INTEREST
OF LANDLORD IN THE PROPERTY" SHALL INCLUDE RENTS DUE FROM TENANTS, INSURANCE
PROCEEDS, NET SALES PROCEEDS AND PROCEEDS FROM CONDEMNATION OR EMINENT DOMAIN
PROCEEDINGS (PRIOR TO THE DISTRIBUTION OF SAME TO ANY PARTNER OR SHAREHOLDER OF
LANDLORD OR ANY OTHER THIRD PARTY).

XXII.   NO WAIVER.

        Either party's failure to declare a default immediately upon its
occurrence, or delay in taking action for a default shall not constitute a
waiver of the default, nor shall it constitute an estoppel. Either party's
failure to enforce its rights for a default shall not constitute a waiver of its
rights regarding any subsequent default. Receipt by Landlord of Tenant's keys to
the Premises shall not constitute an acceptance or surrender of the Premises.

XXIII.  QUIET ENJOYMENT.

        Tenant shall, and may peacefully have, hold and enjoy the Premises,
subject to the terms of this Lease, provided Tenant pays the Rent and fully
performs all of its covenants and agreements. This covenant and all other
covenants of Landlord shall be binding upon Landlord and its successors only
during its or their respective periods of ownership of the Building, and shall
not be a personal covenant of Landlord or the Landlord Related Parties.

XXIV.   RELOCATION. [INTENTIONALLY OMITTED]

XXV.    HOLDING OVER.

        Except for any permitted occupancy by Tenant under Article VIII, if
Tenant fails to surrender the Premises at the expiration or earlier termination
of this Lease, occupancy of the Premises after the termination or expiration
shall be that of a tenancy at sufferance. Tenant's occupancy of the Premises
during the holdover shall be subject to all the terms and provisions of this
Lease and Tenant shall pay an amount (on a per month basis without reduction for
partial months during the holdover) equal to 150% of the greater of: (1) the sum
of the Base Rent and Additional Rent due for. the period immediately preceding
the holdover; or (2) the fair market gross rental for the Premises as reasonably
determined by Landlord. No holdover by Tenant or payment by Tenant after the
expiration or early termination of this Lease shall be construed to

                                       20

<PAGE>

extend the Term or prevent Landlord from immediate recovery of possession of the
Premises by summary proceedings or otherwise. In addition to the payment of the
amounts provided above, if Landlord is unable to deliver possession of the
Premises to a new tenant, or to perform improvements for a new tenant, as a
result of Tenant's holdover and Tenant fails to vacate the Premises within 15
days after Landlord notifies Tenant of Landlord's inability to deliver
possession, or perform improvements, Tenant shall be liable to Landlord for all
damages, including, without limitation, consequential damages, that Landlord
suffers from the holdover.

XXVI.   SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE.

        Tenant accepts this Lease subject and subordinate to any mortgage(s),
deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising
upon the Premises, the Building, the Property or the Project, and to renewals,
modifications, refinancings and extensions thereof (collectively referred to as
a "Mortgage"). The party having the benefit of a Mortgage shall be referred to
as a "Mortgagee". Landlord represents to Tenant that, as of the date of this
Lease, there is no Mortgage encumbering the Building. This clause shall be
self-operative, but upon request from a Mortgagee, Tenant shall execute a
commercially reasonable subordination agreement in favor of the Mortgagee. In
lieu of having the Mortgage be superior to this Lease, a Mortgagee shall have
the right at any time to subordinate its Mortgage to this Lease. If requested by
a successor-in-interest to all or a part of Landlord's interest in the Lease,
Tenant shall, without charge, attorn to the successor-in-interest. Landlord and
Tenant shall each, within 10 days after receipt of a written request from the
other, execute and deliver an estoppel certificate to those parties as are
reasonably requested by the other (including a Mortgagee or prospective
purchaser). The estoppel certificate shall include a statement certifying that
this Lease is unmodified (except as identified in the estoppel certificate) and
in full force and effect, describing the dates to which Rent and other charges
have been paid, representing that, to such party's actual knowledge, there is no
default (or stating the nature of the alleged default) and indicating other
matters with respect to the Lease that may reasonably be requested.
Notwithstanding the foregoing in this Article to the contrary, as a condition
precedent to the future subordination of this Lease to a future Mortgage,
Landlord shall be required to provide Tenant with a non-disturbance,
subordination, and attornment agreement in favor of Tenant from any Mortgagee
who comes into existence after the Commencement Date. Such non-disturbance,
subordination, and attornment agreement in favor of Tenant shall provide that,
so long as Tenant is paying the Rent due under the Lease and is not otherwise in
default under the Lease beyond any applicable cure period, its right to
possession and the other terms of the Lease shall remain in full force and
effect. Such non-disturbance, subordination, and attornment agreement may
include other commercially reasonable provisions in favor of the Mortgagee,
including, without limitation, additional time on behalf of the Mortgagee to
cure defaults of the Landlord and provide that (a) neither Mortgagee nor any
successor-in-interest shall be bound by (i) any payment of the Base Rent,
Additional Rent, or other sum due under this Lease for more than 1 month in
advance or (ii) any amendment or modification of the Lease made without the
express written consent of Mortgagee or any successor-in-interest; (b) neither
Mortgagee nor any successor-in-interest will be liable for (i) any act or
omission or warranties of any prior landlord (including Landlord), (ii) the
breach of any warranties or obligations relating to construction of improvements
on the Property or any tenant finish work performed or to have been performed by
any prior landlord (including Landlord), or (iii) the return of any security
deposit, except to the extent such deposits have been received by Mortgagee; and
(c) neither Mortgagee nor any successor-in-interest shall be subject to any
offsets or defenses which Tenant might have against any prior landlord
(including Landlord).

XXVII.  ATTORNEYS' FEES.

        If either party institutes a suit against the other for violation of or
to enforce any covenant or condition of this Lease, or if either party
intervenes in any suit in which the other is a party to enforce or protect its
interest or rights, the prevailing party shall be entitled to all of its costs
and expenses, including, without limitation, reasonable attorneys' fees.

XXVIII. NOTICE.

        If a demand, request, approval, consent or notice (collectively referred
to as a "notice") shall or may be given to either party by the other, the notice
shall be in writing and delivered by hand or sent by registered or certified
mail with return receipt requested, or sent by overnight or same day courier
service at the party's respective Notice Address(es) set forth in Article I,
except that if Tenant has vacated the Premises (or if the Notice Address for
Tenant is other than the Premises, and Tenant has vacated such address) without
providing Landlord a new Notice Address, Landlord may serve notice in any manner
described in this Article or in any other manner permitted by Law. Each notice
shall be deemed to have been received or given on the earlier to occur of actual
delivery or the date on which delivery is refused, or, if Tenant has

                                       21

<PAGE>

vacated the Premises or the other Notice Address of Tenant without providing a
new Notice Address, 3 days after notice is deposited in the U.S. mail or with a
courier service in the manner described above. Either party may, at any time,
change its Notice Address (other than to a post office box address) by giving
the other party written notice of the new address in the manner described in
this Article.

        EXCEPTED RIGHTS.

        This Lease does not grant any rights to light or air over or about the
Building. Landlord excepts and reserves exclusively to itself the use of: (1)
roofs, (2) telephone, electrical and janitorial closets, (3) equipment rooms,
Building risers or similar areas that are used by Landlord for the provision of
Building services, (4) rights to the land and improvements below the floor of
the Premises, (5) the improvements and air rights above the Premises, (6) the
improvements and air rights outside the demising walls of the Premises, and (7)
the areas within the Premises used for the installation of utility lines and
other installations serving occupants of the Building, the Property and the
Project. Landlord has the right to change the Building's name or address;
provided that, so long as Tenant is not in default hereunder, Landlord shall not
(i) rent any space in Building 3 or (so long as Tenant occupies at least 50,000
rentable square feet of space in Building 4) Building 4 to, or (ii) rename
Building 3 or (so long as Tenant occupies at least 50,000 rentable square feet
of space in Building 4) Building 4, using the names of, any of the following
entities: 1. Orbitz, 2. Sabre (Travelocity) or 3. the travel division of
American Express ("Competitors"). Tenant will have the right, no more often than
once in any six (6) month period, and only if the Substitution Conditions
(defined below) are then applicable, to designate a substitute entity for one
(1) of the Competitors, provided that such entity is a competitor of Tenant's in
the travel industry with a market share in such industry, as demonstrated to
Landlord's reasonable satisfaction, which places such entity as one of the five
(5) largest competitors in such industry. As used herein, the "Substitution
Conditions" shall mean that (x) Tenant is not in default hereunder, and (y)
Tenant has not subleased in excess of fifty percent (50%) of the Premises (other
than pursuant to a Permitted Transfer or to Approved Users). The foregoing
limitations on Landlord's leasing activity shall not apply to (A) any Competitor
occupying its premises directly or (as an assignee, sublessee, licensee or
concessionaire) indirectly under a lease that was executed prior to the later to
occur of (i) the execution of this Lease or (ii) the designation of such entity
as a Competitor (a "Prior Lease") or to a renewal or extension of a Prior Lease,
or (B) to the subleasing by, or assignment of any lease by, any occupant of the
Buildings. Landlord also has the right to make such other changes to the
Property and Building as Landlord deems appropriate, provided the changes do not
materially affect Tenant's ability to use the Premises for the Permitted Use.
Landlord shall also have the right (but not the obligation) to temporarily close
the Building if Landlord reasonably determines that there is an imminent danger
of significant damage to the Building or of personal injury to Landlord's
employees or the occupants of the Building. The circumstances under which
Landlord may temporarily close the Building shall include, without limitation,
electrical interruptions, hurricanes and civil disturbances. A closure of the
Building under such circumstances shall not constitute a constructive eviction
nor entitle Tenant to an abatement or reduction of Rent.

        SURRENDER OF PREMISES.

        At the expiration or earlier termination of this Lease or Tenant's right
of possession, Tenant shall remove Tenant's Property (defined in Article XV)
from the Premises, and quit and surrender the Premises to Landlord, broom clean,
and in good order, condition and repair, ordinary wear and tear excepted. Tenant
shall also be required to remove the Required Removables in accordance with
Article VIII. If Tenant fails to remove any of Tenant's Property within 2 days
after the termination of this Lease or of Tenant's right to possession,
Landlord, at Tenant's sole cost and expense, shall be entitled (but not
obligated) to remove and store Tenant's Property. Landlord shall not be
responsible for the value, preservation or safekeeping of Tenant's Property.
Tenant shall pay Landlord, upon demand, the expenses and storage charges
incurred for Tenant's Property. In addition, if Tenant fails to remove Tenant's
Property from the Premises or storage, as the case may be, within 30 days after
written notice, Landlord may deem all or any part of Tenant's Property to be
abandoned, and title to Tenant's Property shall be deemed to be immediately
vested in Landlord.

XXXI.   MISCELLANEOUS.

        A.      This Lease and the rights and obligations of the parties shall
                be interpreted, construed and enforced in accordance with the
                Laws of the state in which the Building is located and Landlord
                and Tenant hereby irrevocably consent to the jurisdiction and
                proper venue of such state. If any term or provision of this
                Lease shall to any extent be invalid or unenforceable, the
                remainder of this Lease shall

                                       22

<PAGE>

                not be affected, and each provision of this Lease shall be valid
                and enforced to the fullest extent permitted by Law. The
                headings and titles to the Articles and Sections of this Lease
                are for convenience only and shall have no effect on the
                interpretation of any part of the Lease.

        B.      Tenant shall not record this Lease or any memorandum without
                Landlord's prior written consent.

        C.      Landlord and Tenant hereby waive any right to trial by jury in
                any proceeding based upon a breach of this Lease.

        D.      Whenever a period of time is prescribed for the taking of an
                action by Landlord or Tenant, the period of time for the
                performance of such action shall be extended by the number of
                days that the performance is actually delayed due to strikes,
                acts of God, shortages of labor or materials, war, civil
                disturbances and other causes beyond the reasonable control of
                the performing party ("Force Majeure"). However, events of Force
                Majeure shall not extend any period of time for the payment of
                Rent or other sums payable by either party or any period of time
                for the written exercise of an option or right by either party.

        E.      Landlord shall have the right to transfer and assign, in whole
                or in part, all of its rights and obligations under this Lease
                and in the Building, Property and/or Project referred to herein,
                and upon such transfer Landlord shall be released from any
                further obligations hereunder, and Tenant agrees to look solely
                to the successor in interest of Landlord for the performance of
                such obligations.

        F.      1.      Tenant represents that it has dealt directly with and
                        only with the Broker as a broker in connection with this
                        Lease. Tenant shall indemnify and hold Landlord and the
                        Landlord Related Parties harmless from all claims of any
                        other brokers claiming to have represented Tenant in
                        connection with this Lease. Landlord agrees to indemnify
                        and hold Tenant and the Tenant Related Parties harmless
                        from all claims of any brokers claiming to have
                        represented Landlord in connection with this Lease.
                        Landlord agrees to pay a brokerage commission to
                        Tenant's Broker (as defined below) in accordance with
                        the terms of a written commission agreement between
                        Landlord and Tenant's Broker.

                2.      Agency Disclosure. At the signing of this Lease,
                        Landlord's leasing agent, John Black and Jason Furr, of
                        Broderick Group ("Landlord's Broker"), represented
                        Landlord. At the signing of this Lease, Tenant's agent,
                        Peter Hollomon, of CB Richard Ellis ("Tenant's Broker"),
                        represented Tenant. Each party signing this document
                        confirms that the prior oral and/or written disclosure
                        of agency was provided to such party in this
                        transaction, as required by RCW 18.86.030(1)(g).

                3.      Landlord and Tenant, by their execution of this Lease,
                        each acknowledge and agree that they have timely
                        received a pamphlet on the law of real estate agency as
                        required under RCW 18.86.030(1)(f).

        G.      Tenant covenants, warrants and represents that: (1) each
                individual executing, attesting and/or delivering this Lease on
                behalf of Tenant is authorized to do so on behalf of Tenant; (2)
                this Lease is binding upon Tenant; and (3) Tenant is duly
                organized and legally existing in the state of its organization
                and is qualified to do business in the state in which the
                Premises are located. If there is more than one Tenant, or if
                Tenant is comprised of more than one party or entity, the
                obligations imposed upon Tenant shall be joint and several
                obligations of all the parties and entities. Notices, payments
                and agreements given or made by, with or to any one person or
                entity shall be deemed to have been given or made by, with and
                to all of them.

        H.      Time is of the essence with respect to Tenant's exercise of any
                expansion, renewal or extension rights granted to Tenant. This
                Lease shall create only the relationship of landlord and tenant
                between the parties, and not a partnership, joint venture or any
                other relationship. This Lease and the covenants and conditions
                in this Lease shall inure only to the benefit of and be binding
                only upon Landlord and Tenant and their permitted successors and
                assigns.

                                       23

<PAGE>

                The expiration of the Term, whether by lapse of time or
                otherwise, shall not relieve either party of any obligations
                which accrued prior to or which may continue to accrue after the
                expiration or early termination of this Lease. Without limiting
                the scope of the prior sentence, it is agreed that Tenant's
                obligations under Sections IV.A, IV.B., VIII, XIV, XX, XXV and
                XXX shall survive the expiration or early termination of this
                Lease.

        J.      Landlord has delivered a copy of this Lease to Tenant for
                Tenant's review only, and the delivery of it does not constitute
                an offer to Tenant or an option. This Lease shall not be
                effective against any party hereto until an original copy of
                this Lease has been signed by such party.

        K.      All understandings and agreements previously made between the
                parties are superseded by this Lease, and neither party is
                relying upon any warranty, statement or representation not
                contained in this Lease. This Lease may be modified only by a
                written agreement signed by Landlord and Tenant.

        L.      Tenant, within 15 days after request, shall provide Landlord
                with a current financial statement and such other information as
                Landlord may reasonably request in order to create a "business
                profile" of Tenant and determine Tenant's ability to fulfill its
                obligations under this Lease. Notwithstanding the foregoing, if
                Tenant is a corporation the shares of which are traded on a
                nationally recognized exchange, Landlord agrees that Tenant's
                publicly available reports to the SEC on forms 10-Q and 10-K
                shall satisfy the requirements of this Section XXXI.L. Tenant,
                however, shall not require Tenant to provide such information
                unless Landlord is requested to produce the information in
                connection with a proposed financing or sale of the Building.
                Upon written request by Tenant, Landlord shall enter into a
                commercially reasonable confidentiality agreement covering any
                confidential information that is disclosed by Tenant.

        M.      Except as may be expressly set forth herein to the contrary: (i)
                whenever consent or approval of either party is required, such
                party shall not unreasonably withhold, condition or delay such
                consent or approval; (ii) whenever a party is permitted to make
                a judgment from an opinion or exercise discretion in taking any
                action or making any determination, the party shall employ
                commercially reasonable standards in so doing; and (iii) where
                performance is to be made to a party's satisfaction, an
                objective and reasonable standard shall be employed in regard to
                such performance.

XXXII.  ENTIRE AGREEMENT.

        This Lease and the following exhibits and attachments constitute the
entire agreement between the parties and supersede all prior agreements and
understandings related to the Premises, including all lease proposals, letters
of intent and other documents: Exhibit A (Outline and Location of Premises),
Exhibit A-2 (Legal Description of Property), Exhibit A-3 (Outline and Location
of Project), Exhibit A-4 (2003 Must Take Space, 2005 Must Take Space and
Building 3 Must Take Space), Exhibit B (Rules and Regulations), Exhibit C
(Commencement Letter), Exhibit D (Work Letter Agreement), Exhibit E (Additional
Provisions), Exhibit F (Letter of Credit), Exhibit G (Janitorial Specifications)
and Exhibit H (Exterior Signage).

                                       24

<PAGE>

        Landlord and Tenant have executed this Lease as of the day and year
first above written.

                        LANDLORD:

                        EOP-SUNSET NORTH BELLEVUE, L.L.C.,
                        a Washington  limited liability company

                                By:  EOP-Sunset North, L.L.C., a Delaware
                                     limited liability company, its managing
                                     member

                                     By:  EOP Operating Limited Partnership,
                                          a Delaware limited partnership, its
                                          sole member

                                          By:  Equity Office Properties Trust, a
                                               Maryland real estate investment
                                               trust, its general partner

                                               By:  /s/ M. Patrick Callahan
                                                    ------------------------
                                                    M. Patrick Callahan
                                                    Senior Vice President
                                                    Seattle Region

                        TENANT:

                        EXPEDIA, INC., a Washington corporation

                        By:     /s/ Michael K. Day
                                --------------------------
                        Name:     Michael K. Day
                                --------------------------
                        Title:    SVP, Operations
                                --------------------------

                                       25

<PAGE>

            THIS PAGE IS REQUIRED IF PROPERTY IS IN WASHINGTON STATE

                            LANDLORD ACKNOWLEDGMENTS

STATE OF WASHINGTON
COUNTY OF KING                ss:

        I, the undersigned, a Notary Public, in and for the County and State
aforesaid, do hereby certify that m. Patrick Callahan, personally known to me to
be the Senior Vice President of Equity Office Properties Trust, a Maryland real
estate investment trust, and personally known to me to be the same person whose
name is subscribed to the foregoing instrument, appeared before me this day in
person and acknowledged that as such officer of said entity being authorized so
to do, he executed the foregoing instrument on behalf of said entity, by
subscribing the name of such entity by himself/herself as such officer, as a
free and voluntary act, and as the free and voluntary act and deed of said
entity under the foregoing instrument for the uses and purposes therein set
forth.

        GIVEN Under My hand and official seal this 12/th/ day of September,
2002.

[SEAL OF D'NITA C. BRUMMETT NOTARY PUBLIC]

                                                       /s/ D'nita C. Brummett
                                                    ----------------------------
                                                           Notary Public

                                                         D'nita C. Brummett
                                                    ----------------------------
                                                           Printed Name

Residing at Milton, WA

My Commission Expires: 3-19-05

                             TENANT ACKNOWLEDGMENTS

STATE OF WASHINGTON       )
COUNTY OF KING            )  ss:

        On this the 10/th/ day of SEPTEMBER 2002, before me a Notary Public duly
authorized in and for the said County in the State aforesaid to take
acknowledgments personally appeared MICHAEL K. DAY known to me to be SR. VICE
President of EXPEDIA, INC., one of the parties described in the foregoing
instrument, and acknowledged that as such officer, being authorized so to do,
(s)he executed the foregoing instrument on behalf of said corporation by
subscribing the name of such corporation by himself/herself as such officer and
caused the corporate seal of said corporation to be affixed thereto, as a free
and voluntary act, and as the free and voluntary act of said corporation, for
the uses and purposes therein set forth.

        IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                                       /s/ Whitney S. Normile
                                                    ----------------------------
                                                            Notary Public

                                                         WHITNEY S. NORMILE
                                                    ----------------------------
                                                            Printed Name

Residing at: 4403 223rd ST SW, MLT WA 98043

My Commission Expires: 7/29/06

                                      [SEAL OF WHITNEY S. NORMILE NOTARY PUBLIC]

                                        1

<PAGE>

                                    EXHIBIT A

                                    PREMISES

        This Exhibit is attached to and made a part of the Lease by and between
EOP-SUNSET NORTH BELLEVUE, L.L.C., a Washington limited liability company
("Landlord"), and EXPEDIA, INC., a Washington corporation ("Tenant"), for space
initially in the Building located at 3150 139th Avenue SE, Bellevue, Washington,
and commonly known as Sunset North Building 4, and subsequently to include space
in the Building located at 3180 139th Avenue SE, Bellevue, Washington, and
commonly known as Sunset North Building 3.

                             [GRAPHIC APPEARS HERE]

        I-90 Corporate Campus

Building 4/Floor 1

<PAGE>

                                   EXHIBIT A-2

                          LEGAL DESCRIPTION OF PROPERTY

LOTS 6 THROUGH 10 OF SUNSET RIDGE 1-90 CORPORATE CAMPUS, A BINDING SITE PLAN, AS
PER PLAT RECORDED IN VOLUME 154 OF PLATS, PAGES 77 THROUGH 80, RECORDS OF KING
COUNTY;

EXCEPT ANY PORTION CONVEYED FOR 139TH AVE. S.E., BY DEED RECORDED UNDER
RECORDING NO. 9101280422;

TOGETHER WITH AN UNDIVIDED 60% INTEREST IN LOT 11 AND TRACT C OF SAID PLAT;

AND TOGETHER WITH THOSE CERTAIN EASEMENT RIGHTS AS DELINEATED IN INSTRUMENT
RECORDED UNDER RECORDING NO. 960109140;

AND TOGETHER WITH THOSE CERTAIN EASEMENT RIGHTS AS DELINEATED IN INSTRUMENT
RECORDED UNDER RECORDING NO. 9107260572;

AND TOGETHER WITH THOSE CERTAIN EASEMENT RIGHTS AS DELINEATED IN INSTRUMENT
RECORDED UNDER RECORDING NO. 9309292404;

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

                                        1

<PAGE>

                                   EXHIBIT A-3

                         OUTLINE AND LOCATION OF PROJECT

                             [GRAPHIC APPEARS HERE]

<PAGE>

                                   EXHIBIT A-4

                             OUTLINE AND LOCATION OF
                 2003 MUST TAKE SPACE, 2004 MUST TAKE SPACE AND
                           BUILDING 3 MUST TAKE SPACE

                        2003 MUST TAKE SPACE, Page 1 of 6

                             [GRAPHIC APPEARS HERE]

        I-90 Corporate Campus
Building 4/Floor 2

<PAGE>

                                   EXHIBIT A-4

                             OUTLINE AND LOCATION OF
                 2003 MUST TAKE SPACE, 2004 MUST TAKE SPACE AND
                           BUILDING 3 MUST TAKE SPACE

                        2005 MUST TAKE SPACE, Page 2 of 6

                             [GRAPHIC APPEARS HERE]

        I-90 Corporate Campus
Building 4/Floor 3

<PAGE>

                                   EXHIBIT A-4

                             OUTLINE AND LOCATION OF
                 2003 MUST TAKE SPACE, 2004 MUST TAKE SPACE AND
                           BUILDING 3 MUST TAKE SPACE

                        2005 MUST TAKE SPACE, Page 3 of 6

                             [GRAPHIC APPEARS HERE]

        I-90 Corporate Campus
Building 4/Floor 4

<PAGE>

                                   EXHIBIT A-4

                             OUTLINE AND LOCATION OF
                 2003 MUST TAKE SPACE, 2004 MUST TAKE SPACE AND
                           BUILDING 3 MUST TAKE SPACE

                        2005 MUST TAKE SPACE, Page 4 of 6

                             [GRAPHIC APPEARS HERE]

        I-90 Corporate Campus
Building 4/Floor 5

<PAGE>

                                   EXHIBIT A-4

                             OUTLINE AND LOCATION OF
                 2003 MUST TAKE SPACE, 2004 MUST TAKE SPACE AND
                           BUILDING 3 MUST TAKE SPACE

                     BUILDING 3 MUST TAKE SPACE, Page 5 of 6

                     Sunset North Corporate Campus, Bldg. 3
                   3180 139th Ave. S.E. - Bellevue, Washington

                                    3rd Floor

                             [GRAPHIC APPEARS HERE]

<PAGE>

                                   EXHIBIT A-4

                             OUTLINE AND LOCATION OF
                 2003 MUST TAKE SPACE, 2004 MUST TAKE SPACE AND
                           BUILDING 3 MUST TAKE SPACE

                     BUILDING 3 MUST TAKE SPACE, Page 6 of 6

                     Sunset North Corporate Campus, Bldg. 3
                   3180 139th Ave. S.E. - Bellevue, Washington

                                    4th Floor

                             [GRAPHIC APPEARS HERE]

<PAGE>

                                    EXHIBIT B

                         BUILDING RULES AND REGULATIONS

        The following rules and regulations shall apply, where applicable, to
the Premises, the Building, the parking garage (if any), the Property and the
appurtenances. Capitalized terms have the same meaning as defined in the Lease.

1.      Sidewalks, doorways, vestibules, halls, stairways and other similar
        areas shall not be obstructed by Tenant or used by Tenant for any
        purpose other than ingress and egress to and from the Premises. No
        rubbish, litter, trash, or material shall be placed, emptied, or thrown
        in those areas. At no time shall Tenant permit Tenant's employees to
        loiter in Common Areas or elsewhere about the Building or Property.

2.      Plumbing fixtures and appliances shall be used only for the purposes for
        which designed, and no sweepings, rubbish, rags or other unsuitable
        material shall be thrown or placed in the fixtures or appliances. Damage
        resulting to fixtures or appliances by Tenant, its agents, employees or
        invitees, shall be paid for by Tenant, and Landlord shall not be
        responsible for the damage.

3.      No signs, advertisements or notices shall be painted or affixed to
        windows, doors or other parts of the Building, except those of such
        color, size, style and in such places as are first approved in writing
        by Landlord. All tenant identification and suite numbers at the entrance
        to the Premises shall be installed by Landlord, at Tenant's cost and
        expense, using the standard graphics for the Building. Except in
        connection with the hanging of lightweight pictures and wall
        decorations, no nails, hooks or screws shall be inserted into any part
        of the Premises or Building except by the Building maintenance
        personnel.

4.      Landlord may provide and maintain in the first floor (main lobby) of the
        Building an alphabetical directory board or other directory device
        listing tenants, and no other directory shall be permitted unless
        previously consented to by Landlord in writing.

5.      Tenant shall not place any lock(s) on any door in the Premises or
        Building without Landlord's prior written consent and Landlord shall
        have the right to retain at all times and to use keys to all locks
        within and into the Premises. A reasonable number of keys to the locks
        on the entry doors in the Premises shall be furnished by Landlord to
        Tenant at Tenant's cost, and Tenant shall not make any duplicate keys.
        All keys shall be returned to Landlord at the expiration or early
        termination of this Lease. Notwithstanding the foregoing, Tenant shall
        have the right to install and utilize its own security system within the
        Premises, provided (i) Tenant cooperates with Landlord to integrate such
        system within the Building's Security System and (ii) Landlord receives
        a card key, code or other means to gain access to the Premises.

6.      All contractors, contractor's representatives and installation
        technicians performing work in the Building shall be subject to
        Landlord's prior reasonable approval and shall be required to comply
        with Landlord's standard rules, regulations, policies and procedures,
        which may be revised from time to time.

7.      Movement in or out of the Building of furniture or office equipment, or
        dispatch or receipt by Tenant of merchandise or materials requiring the
        use of elevators, stairways, lobby areas or loading dock areas, shall be
        restricted to hours designated by Landlord. Tenant shall obtain
        Landlord's prior approval, which shall not be unreasonably withheld or
        delayed, by providing a detailed listing of the activity, provided that
        no such consent shall be required for moves of personnel from one place
        to another within the Premises, notwithstanding that elevators,
        stairways, or lobby areas may be used in connection with such moves. If
        approved by Landlord, the activity shall be under the supervision of
        Landlord and performed in the manner required by Landlord. Tenant shall
        assume all risk for damage to articles moved and injury to any persons
        resulting from the activity. If equipment, property, or personnel of
        Landlord or of any other party is damaged or injured as a result of or
        in connection with the activity, Tenant shall be solely liable for any
        resulting damage or loss.

8.      Landlord shall have the reasonable right to approve the weight, size, or
        location of heavy equipment or articles in and about the Premises.
        Damage to the Building by the installation, maintenance, operation,
        existence or removal of Tenant's Property shall be repaired at Tenant's
        sole expense.

                                        1

<PAGE>

9.      Corridor doors, when not in use, shall be kept closed,

10.     Tenant shall not: (1) make or permit any improper, objectionable or
        unpleasant noises or odors in the Building, or otherwise interfere in
        any way with other tenants or persons having business with them; (2)
        solicit business or distribute, or cause to be distributed, in any
        portion of the Building, handbills, promotional materials or other
        advertising; or (3) conduct or permit other activities in the Building
        that might, in Landlord's sole opinion, constitute a nuisance.

11.     No animals, except those assisting handicapped persons, shall be brought
        into the Building or kept in or about the Premises.

12.     No inflammable, explosive or dangerous fluids or substances shall be
        used or kept by Tenant in the Premises, Building or about the Property.
        Tenant shall not, without Landlord's prior written consent, use, store,
        install, spill, remove, release or dispose of, within or about the
        Premises or any other portion of the Property, any asbestos-containing
        materials or any solid, liquid or gaseous material now or subsequently
        considered toxic or hazardous under the provisions of 42 U.S.C. Section
        9601 et seq. or any other applicable environmental Law which may now or
        later be in effect. Tenant shall comply with all Laws pertaining to and
        governing the use of these materials by Tenant, and shall remain solely
        liable for the costs of abatement and removal.

13.     Tenant shall not use or occupy the Premises in any manner or for any
        purpose which might injure the reputation or impair the present or
        future value of the Premises or the Building. Tenant shall not use, or
        permit any part of the Premises to be used, for lodging, sleeping or for
        any illegal purpose.

14      Tenant shall not take any action which would violate Landlord's labor
        contracts or which would cause a work stoppage, picketing, labor
        disruption or dispute, or interfere with Landlord's or any other
        tenant's or occupant's business or with the rights and privileges of any
        person lawfully in the Building ("Labor Disruption"). Tenant shall take
        the actions necessary to resolve the Labor Disruption, and shall have
        pickets removed and, at the request of Landlord, immediately terminate
        any work in the Premises that gave rise to the Labor Disruption, until
        Landlord gives its written consent for the work to resume. Tenant shall
        have no claim for damages against Landlord or any of the Landlord
        Related Parties, nor shall the Commencement Date of the Term be extended
        as a result of the above actions.

15.     Tenant shall not install, operate or maintain in the Premises or in any
        other area of the Building, electrical equipment that would overload the
        electrical system beyond its capacity for proper, efficient and safe
        operation as reasonably determined by Landlord. Tenant shall not furnish
        cooling or heating to the Premises, including, without limitation, the
        use of electric or gas heating devices, without Landlord's prior written
        consent, which shall not be unreasonably withheld. Tenant shall not use
        more than its proportionate share of telephone lines and other
        telecommunication facilities available to service the Building.

16.     Tenant shall not operate or permit to be operated a coin or token
        operated vending machine or similar device (including, without
        limitation, telephones, lockers, toilets, scales, amusement devices and
        machines for sale of beverages, foods, candy, cigarettes and other
        goods), except for machines for the exclusive use of Tenant's employees
        and visitors.

17.     Bicycles and other vehicles are not permitted inside the Building or on
        the walkways outside the Building, except in areas designated by
        Landlord. Landlord has designated an area for bicycle racks in the
        parking garage.

18.     Landlord may from time to time adopt systems and procedures for the
        security and safety of the Building, its occupants, entry, use and
        contents. Tenant, its agents, employees, contractors, guests and
        invitees shall comply with Landlord's systems and procedures, provided
        that, as described above, Tenant shall be permitted to install and
        utilize its own security system within the Premises.

19.     Landlord shall have the right to prohibit the use of the name of the
        Building or any other publicity by Tenant that in Landlord's reasonable
        opinion may impair the reputation of the Building or its desirability.
        Upon written notice from Landlord, Tenant shall refrain from and
        discontinue such publicity immediately.

                                        2

<PAGE>

20.     Tenant shall not canvass, solicit or peddle in or about the Building or
        the Property.

21.     Neither Tenant nor its agents, employees, contractors, guests or
        invitees shall smoke or permit smoking in the Common Areas, unless the
        Common Areas have been declared a designated smoking area by Landlord,
        nor shall the above parties allow smoke from the Premises to emanate
        into the Common Areas or any other part of the Building. Landlord shall
        have the right to designate the Building (including the Premises) as a
        non-smoking building.

22.     Landlord shall have the right to designate and approve standard window
        coverings for the Premises and to establish rules to assure that the
        Building presents a uniform exterior appearance. Tenant shall ensure, to
        the extent reasonably practicable, that window coverings are closed on
        windows in the Premises while they are exposed to the direct rays of the
        sun.

23.     Deliveries to and from the Premises shall be made only at the times, in
        the areas and through the entrances and exits designated from time to
        time by Landlord. Tenant shall not make deliveries to or from the
        Premises in a manner that might interfere with the use by any other
        tenant of its premises or of the Common Areas, any pedestrian use, or
        any use which is inconsistent with good business practice.

24.     The work of cleaning personnel shall not be hindered by Tenant after
        5:30 P.M., and cleaning work may be done at any time when the offices
        are vacant. Windows, doors and fixtures may be cleaned at any time.
        Tenant shall provide adequate waste and rubbish receptacles to prevent
        unreasonable hardship to the cleaning service.

                                        3

<PAGE>

                                    EXHIBIT C

                               COMMENCEMENT LETTER
                                    (EXAMPLE)

Date

Tenant
Address

Re:     Commencement Letter with respect to that certain Lease dated as of
        __________, 200_, by and between EOP-SUNSET NORTH BELLEVUE, L.L.C., a
        Washington limited liability company, as Landlord, and EXPEDIA, INC., a
        Washington corporation, as Tenant, for ____ Rentable Square Footage on
        the 1st, 2nd, 3rd, 4th and 5th floors of the Building located at 3150
        139th Avenue, SE, as well as ____ Rentable Square Footage on the ____
        floor(s) of the Building located at 3180 139th Avenue, SE, Bellevue,
        Washington, and commonly known as Sunset North Building 4 and Building
        3, respectively.

Dear

        In accordance with the terms and conditions of the above referenced
Lease, Tenant accepts possession of the Premises and agrees:

        1.      The Commencement Date of the Lease is _________________,

        2.      The Termination Date of the Lease is _________________

        Please acknowledge your acceptance of possession and agreement to the
terms set forth above by signing all 3 counterparts of this Commencement Letter
in the space provided and returning 2 fully executed counterparts to my
attention.

Sincerely,

-------------------------
Property Manager

Agreed and Accepted:

Tenant:  ________________

By:        ______________
Name:      ______________
Title:     ______________
Date:      ______________

<PAGE>

                                    EXHIBIT D

                                   WORK LETTER

        This Exhibit is attached to and made a part of the Lease by and between
EOP-SUNSET NORTH BELLEVUE, L.L.C., a Washington limited liability company
("Landlord"), and EXPEDIA, INC., a Washington corporation ("Tenant"), for space
in the Building located at 3150 139th Avenue SE, Bellevue, Washington, and
commonly known as Sunset North Building 4.

        Alterations and Allowance.

        A.      Tenant, following the delivery of the Premises by Landlord and
                the full and final execution and delivery of the Lease to which
                this Exhibit is attached and all prepaid Rent, evidence of
                procurement of all required insurance coverage, and subject to
                the timely delivery of the Security Deposit, shall have the
                right to perform alterations and improvements in the Premises
                (the "Initial Alterations"). Notwithstanding the foregoing,
                Tenant and its contractors shall not have the right to perform
                Initial Alterations in the Premises unless and until Tenant has
                complied with all of the terms and conditions of Article IX of
                the Lease, including, without limitation, approval by Landlord
                of the final plans for the Initial Alterations and the
                contractors to be retained by Tenant to perform such Initial
                Alterations. Tenant shall be responsible for all elements of the
                design of Tenant's plans (including, without limitation,
                compliance with law, functionality of design, the structural
                integrity of the design, the configuration of the premises and
                the placement of Tenant's furniture, appliances and equipment),
                and Landlord's approval of Tenant's plans shall in no event
                relieve Tenant of the responsibility for such design. Landlord's
                approval of the contractors to perform the Initial Alterations
                shall not be unreasonably withheld. The parties agree that
                Landlord's approval of the general contractor to perform the
                Initial Alterations shall not be considered to be unreasonably
                withheld if any such general contractor (i) does not have trade
                references reasonably acceptable to Landlord, (ii) does not
                maintain insurance as required pursuant to the terms of this
                Lease, (iii) does not have the ability to be bonded for the work
                in an amount of no less than 150% of the total estimated cost of
                the Initial Alterations, (iv) does not provide current financial
                statements reasonably acceptable to Landlord, or (v) is not
                licensed as a contractor in the state/municipality in which the
                Premises is located. Tenant acknowledges the foregoing is not
                intended to be an exclusive list of the reasons why Landlord may
                reasonably withhold its consent to a general contractor.

        B       This Exhibit shall not be deemed applicable to any additional
                space added to the Premises at any time or from time to time,
                whether by any options under the Lease or otherwise, or to any
                portion of the original Premises or any additions to the
                Premises in the event of a renewal or extension of the original
                Term of the Lease, whether by any options under the Lease or
                otherwise, unless expressly so provided in the Lease or any
                amendment or supplement to the Lease.

                                        1

<PAGE>

                                    EXHIBIT E

                              ADDITIONAL PROVISIONS

        This Exhibit is attached to and made a part of the Lease by and between
EOP-SUNSET NORTH BELLEVUE, L.L.C., a Washington limited liability company
("Landlord"), and EXPEDIA, INC., a Washington corporation ("Tenant"), for space
in the Building located at 3150 139th Avenue SE, Bellevue, Washington, and
commonly known as Sunset North Building 4.

        CONTINGENCIES. This Lease is contingent upon the following:

        A.      bSquare Termination Agreement. bSquare ("bSquare"), the current
                tenant of the Premises, entering into an agreement with Landlord
                to terminate its existing lease for the Premises (the "bSquare
                Lease Termination"). If the bSquare Lease Termination is not
                mutually executed and delivered on or before September 13, 2002,
                then, at Landlord's option, to be exercised by written notice
                delivered on or before September 13, 2002, this Lease shall be
                of no further force or effect.

        B.      bSquare Furniture Transfer. bSquare entering into an agreement
                with Tenant pursuant to which bSquare transfers ownership of all
                furniture that currently is located in the portion of the
                Premises that is the subject of bSquare's lease on the 1st and
                2nd floors of the Building, which transfer is (1) at no cost to
                Tenant and (2) with respect to the furniture located on the 1st
                floor, is effective upon the Commencement Date, and with respect
                to the furniture located on the 2nd floor, upon the 2003 Must
                Take Commencement Date (defined below). If bSquare and Tenant do
                not enter into such an agreement on or before October 1, 2002,
                then, at Tenant's option, to be exercised by written notice
                delivered on or before October 1, 2002, this Lease shall be of
                no further force or effect.

        C.      Connectivity. Tenant obtaining fiber network telecommunications
                and fiber data connectivity with Tenant's space in the building
                ("Building One") known as Sunset Corporate Campus, Building One
                ("Connectivity"). Landlord shall use reasonable efforts to
                cooperate with Tenant, the City of Bellevue, and the ownership
                of Building One, to facilitate Tenant's establishment of
                Connectivity. If Tenant is not satisfied that Connectivity will
                be established on or before October 22, 2002, then, at Tenant's
                option, to be exercised by written notice delivered on or before
                October 1, 2002, this Lease shall be of no further force or
                effect.

II.     2003 MUST TAKE SPACE

        A.      Tenant hereby leases from Landlord and Landlord hereby leases to
                Tenant the approximately 30,921 square feet of rentable area on
                the 2nd floor of the Building and shown on Exhibit A-4 attached
                hereto and hereby made a part of this Lease (the "2003 Must Take
                Space"). The Term with respect to the 2003 Must Take Space shall
                commence on January 1, 2003 (the "2003 Must Take Space
                Commencement Date"), and shall terminate on the Termination
                Date.

        B.      The 2003 Must Take Space is leased by Tenant pursuant to all of
                the terms and conditions of the Lease, with the exception of
                Base Rent, which shall be pursuant to the following table:

                2003 Must Take Space

<TABLE>
<CAPTION>
                ----------------------------------------------------------------------
                                        ANNUAL RATE            ANNUAL       MONTHLY
                       PERIOD         PER SQUARE FOOT        BASE RENT     BASE RENT
                ----------------------------------------------------------------------
                <S>                    <C>                <C>              <C>
                01/01/03 - 07/31/04    $   14.00          $  432,894.00    $ 36,074.50
                ----------------------------------------------------------------------
                08/01/04 - 09/30/09    $   15.00          $  463,815.00    $ 38,651.25
                ----------------------------------------------------------------------
</TABLE>

        C.      Tenant's Pro Rata Share. For the period commencing with the 2003
                Must Take Space Commencement Date and ending on the Termination
                Date, Tenant's Pro Rata Share for the 2003 Must Take Space only
                shall be 6.6495%.

        D.      Improvements to 2003 Must Take Space.

                1.      Tenant has inspected the 2003 Must Take Space and agrees
                        to accept the same in its current, "as is" condition
                        without any agreements,

                                        1

<PAGE>

                        representations, understandings or obligations on the
                        part of Landlord to perform any alterations, repairs or
                        improvements except as follows: Landlord shall deliver
                        the 2003 Must Take Space to Tenant broom-clean, free of
                        debris and personal property of prior occupants (other
                        than furniture acquired by Tenant from bSquare), as
                        described above and with all utility systems, fixtures
                        and equipment serving the 2003 Must Take Space in good
                        operating condition. Prior to Tenant's occupancy of the
                        2003 Must Take Space, Landlord and Tenant will jointly
                        tour the 2003 Must Take Space to create a "punchlist" of
                        existing damage to the 2003 Must take Space. Tenant
                        shall have no obligation to repair any damage to the
                        2003 Must Take Space which existed prior to Tenant's
                        occupancy, as noted on such "punchlist"; additionally,
                        Tenant shall have no obligation to remove any
                        alterations or improvements made to the 2003 Must Take
                        Space by any prior occupant, or to restore any
                        improvements that were removed from the 2003 Must Take
                        Space by any prior occupant.

                2.      Any improvements to the 2003 Must Take Space will be
                        carried out at Tenant's cost and shall be subject to the
                        provisions of Exhibit D. The 2003 Must Take Space
                        Commencement Date shall not be postponed or delayed if
                        the initial improvements to the 2003 Must Take Space are
                        incomplete on the 2003 Must Take Space Commencement
                        Date, except to the extent such lack of completion is
                        due solely to the acts of Landlord, in which event the
                        2003 Must Take Commencement Date shall be delayed on a
                        day-for-day basis for each day that the completion of
                        such work is delayed due to Landlord's acts (in any
                        event, Tenant will give Landlord prompt notice of any
                        alleged delay caused by Landlord in order to allow
                        Landlord to investigate and remedy, to the extent
                        necessary, any such delay). Subject to the provisions of
                        Section V. below, any delay in the completion of initial
                        improvements to the 2003 Must Take Space shall not
                        subject Landlord to any liability for any loss or damage
                        resulting therefrom.

                3.      Notwithstanding anything to the contrary in this Section
                        II.D, Landlord grants Tenant the right to enter the 2003
                        Must Take Space up to 30 days prior to the 2003 Must
                        Take Space Commencement Date, at Tenant's sole risk,
                        solely for the purpose of installing telecommunications
                        and data cabling, fixtures, furniture and equipment or
                        other personal property, in the 2003 Must Take Space. If
                        Landlord is delayed in delivering possession of the 2003
                        Must Take Space due to the holdover of a third party,
                        Landlord will use reasonable efforts to obtain
                        possession of the 2003 Must Take Space. In the event
                        Landlord does not provide Tenant with access to the 2003
                        Must Take Space at lest 30 days prior to the 2003 Must
                        Take Space Commencement Date, the 2003 Must Take Space
                        Commencement Date shall be postponed to be the day that
                        is 30 days after the date that Landlord first grants
                        Tenant the right to enter the 2003 Must Take Space in
                        connection with this Section II.D.4.

III.    2005 MUST TAKE SPACE

        A.      Tenant hereby leases from Landlord and Landlord hereby leases to
                Tenant the approximately 92,763 square feet of rentable area on
                the 3rd, 4th, and 5th floors of the Building and shown on
                Exhibit A-4 attached hereto and hereby made a part of this Lease
                (the "2005 Must Take Space"). The Term with respect to the 2005
                Must Take Space shall commence on January 1, 2005 (the "2005
                Must Take Space Commencement Date"), and shall terminate on the
                Termination Date.

        B.      The 2005 Must Take Space is leased by Tenant pursuant to all of
                the terms and conditions of the Lease, with the exception that
                Landlord will provide the Refurbishment Allowance, as described
                below, and Base Rent for the 2005 Must Take Space, shall be
                payable pursuant to the following table:

                2005 Must Take Space

<TABLE>
<CAPTION>
                ----------------------------------------------------------------------
                                        ANNUAL RATE         ANNUAL        MONTHLY
                      PERIOD          PER SQUARE FOOT      BASE RENT     BASE RENT
                ----------------------------------------------------------------------
                <S>                    <C>              <C>              <C>
                01/01/05 - 09/30/09    $  15.00         $ 1,391,445.00   $  115,953.75
                ----------------------------------------------------------------------
</TABLE>

                                        2

<PAGE>

        C.      Tenant's Pro Rata Share. For the period commencing with the 2005
                Must Take Space Commencement Date and ending on the Termination
                Date, Tenant's Pro Rata Share, for the 2005 Must Take Space
                only, shall be 19.9485%.

        D.      Improvements to 2005 Must Take Space.

                1       Tenant has inspected the 2005 Must Take Space and agrees
                        to accept the same in its current, "as is" condition
                        without any agreements, representations, understandings
                        or obligations on the part of Landlord to perform any
                        alterations, repairs or improvements except as follows:
                        Landlord shall deliver the 2005 Must Take Space to
                        Tenant broom-clean, free of debris and personal property
                        of prior occupants (other than furniture acquired by
                        Tenant from bSquare), as described above and with all
                        utility systems, fixtures and equipment serving the 2005
                        Must Take Space in good operating condition. Prior to
                        Tenant's occupancy of the 2005 Must Take Space, Landlord
                        and Tenant will jointly tour the 2005 Must Take Space to
                        create a "punchlist" of existing damage in the 2005 Must
                        Take Space. Tenant shall have no obligation to repair
                        any damage to the 2005 Must Take Space which existed
                        prior to Tenant's occupancy, as noted on such
                        "punchlist"; additionally, Tenant shall have no
                        obligation to remove any alterations or improvements
                        made to the 2005 Must Take Space by any prior occupant,
                        or to restore any improvements that were removed from
                        the 2005 Must Take Space by any prior occupant.

                2       Subject to the application of the Refurbishment
                        Allowance (defined below), any improvements to the 2005
                        Must Take Space (including the Refurbishment Work,
                        described below) will be at Tenant's cost. Landlord
                        shall make available to Tenant an allowance of
                        $747,435.00 (equivalent to $5.00 per rentable square
                        foot of the original Premises, the 2003 Must Take Space
                        and the 2005 Must Take Space) (the "Refurbishment
                        Allowance") for Tenant's use in painting and
                        re-carpeting the entire Premises (the "Refurbishment
                        Work"), which Refurbishment Work shall be completed by
                        Tenant prior to Tenant's occupancy of the 2005 Must Take
                        Space. The Refurbishment Allowance shall be made
                        available to Tenant in monthly increments as the
                        Refurbishment Work is completed, commencing December 1,
                        2004. The Refurbishment Allowance may only be used for
                        design and hard costs in connection with the
                        Reburbishment Work. The Refurbishment Allowance, shall
                        be paid to Tenant in periodic disbursements within 30
                        days after receipt of the following documentation: (i)
                        an application for payment and sworn statement of
                        contractor substantially in the form of AIA Document
                        G-702 covering all work for which disbursement is to be
                        made to a date specified therein; and (ii) contractor's,
                        subcontractor's and material supplier's waivers of liens
                        which shall cover all work for which disbursement is
                        being requested and all other statements and forms
                        required for compliance with the mechanics' lien laws of
                        the state in which the Premises is located, together
                        with all such invoices, contracts, or other supporting
                        data as Landlord may reasonably require. Notwithstanding
                        anything herein to the contrary, Landlord shall not be
                        obligated to disburse any portion of the Refurbishment
                        Allowance during the continuance of an uncured default
                        under the Lease, and Landlord's obligation to disburse
                        shall only resume when and if such default is cured.

                3       Any improvements to the 2005 Must Take Space shall be
                        subject to the provisions of Exhibit D. The 2005 Must
                        Take Space Commencement Date shall not be postponed or
                        delayed if the initial improvements to the 2005 Must
                        Take Space (inclusive of the Refurbishment Work) are
                        incomplete on the 2005 Must Take Space Commencement
                        Date, except to the extent such lack of completion is
                        due solely to the acts Landlord, in which event the 2005
                        Must Take Commencement Date shall be delayed on a
                        day-for-day basis for each day that completion of such
                        work is delayed and due to Landlord's acts (in any
                        event, Tenant will give Landlord prompt notice of any
                        alleged delay caused by Landlord, in order to allow
                        Landlord to investigate and remedy, to the extent
                        necessary, any such delay). Subject to the provisions of
                        Section V below, any delay in the completion of initial
                        improvements to the 2005 Must Take Space shall not
                        subject Landlord to any liability for any loss or damage
                        resulting therefrom.

                                        3

<PAGE>


                4.      Notwithstanding anything to the contrary in this Section
                        III.D., Landlord grants Tenant the right to enter the
                        2005 Must Take Space up to 30 days prior to the 2005
                        Must Take Space Commencement Date, at Tenant's sole
                        risk, solely for the purpose of installing
                        telecommunications and data cabling, fixtures, furniture
                        and equipment or other personal property, in the 2005
                        Must Take Space. If Landlord is delayed in delivering
                        possession of the 2005 Must Take Space, Landlord will
                        use reasonable efforts to obtain possession of the 2005
                        Must Take Space. In the event Landlord does not provide
                        Tenant with access to the 2005 Must Take Space at least
                        30 days prior to the 2005 Must Take Space Commencement
                        Date, the 2005 Must Take Space Commencement Date shall
                        be postponed to be the day that is 30 days after the
                        date that Landlord first grants Tenant the right to
                        enter the 2005 Must Take Space in accordance with this
                        Section III.D.4.

IV.     BUILDING 3 MUST TAKE SPACE.

        A.      Tenant hereby leases from Landlord and Landlord hereby leases to
                Tenant the entire 3rd and 4th floors in Building 3, consisting
                of approximately 63,510 square feet of rentable area (the
                "Building 3 Must Take Space"). The Term with respect to the
                Building 3 Must Take Space shall commence on July 1, 2004 (the
                "Building 3 Must Take Space Commencement Date"), and shall
                terminate on the Termination Date. Upon the determination of the
                location and configuration of the Building 3 Must Take Space,
                Landlord will deliver to Tenant a confirmation of the actual
                rentable square footage of the Building 3 Must Take Space.

        B.      The Building 3 Must Take Space is leased by Tenant pursuant to
                all of the terms and conditions of the Lease, with the exception
                that Landlord will provide the Building 3 Allowance, as
                described below, and Base Rent for the Building 3 Must Take
                Space, shall be payable pursuant to the following table
                (provided that the "Annual Base Rent" and "Monthly Base Rent"
                columns assume that the Building 3 Must Take Space is 63,510
                square feet, and the actual Annual and Monthly Base Rent shall
                be adjusted based on the actual rentable square footage of the
                Building 3 Must Take Space):

                Building 3 Must Take Space

<TABLE>
<CAPTION>
                ------------------------------------------------------------------
                                         ANNUAL RATE         ANNUAL     MONTHLY
                     PERIOD            PER SQUARE FOOT     BASE RENT   BASE RENT
                ------------------------------------------------------------------
                <S>                   <C>                <C>           <C>
                07/01/04 - 07/31/04   $   14.00          $ 889,140.00  $ 74,095.00
                ------------------------------------------------------------------
                08/01/04 - 09/30/09   $   15.00          $ 952,650.00  $ 79,387.50
                ------------------------------------------------------------------
</TABLE>

        C.      Tenant's Pro Rata Share. For the period commencing with the
                Building 3 Must Take Space Commencement Date and ending on the
                Termination Date, Tenant's Pro Rata Share, for the Building 3
                Must Take Space only, shall be a percentage equal to the
                percentage of the total Buildings square footage (465,013)
                consisting of the Building 3 Must Take Space. For example, if
                the Building 3 Must Take Space consists of 63,510 square feet,
                Tenant's Pro Rata Share for the Building 3 Must Take Space only
                shall be 13.6577%.

        D.      Improvements to Building 3 Must Take Space.

                        Tenant agrees to accept the Building 3 Must Take Space
                        in its current, "as is" condition without any
                        agreements, representations, understandings or
                        obligations on the part of Landlord to perform any
                        alterations, repairs or improvements except as follows:
                        Landlord shall deliver the Building 3 Must Take Space to
                        Tenant broom-clean, free of debris and personal property
                        of prior occupants as described above and with all
                        utility systems, fixtures and equipment serving the
                        Building 3 Must Take Space in good operating condition.
                        Prior to Tenant's occupancy of the Building 3 Must Take
                        Space, Landlord and Tenant will jointly tour the
                        Building 3 Must Take Space to create a "punchlist" of
                        existing damage in the Building 3 Must Take Space.
                        Tenant shall have no obligation to repair any damage to
                        the Building 3 Must Take Space which existed prior to
                        Tenant's occupancy, as noted on such "punchlist";
                        additionally, Tenant shall have no obligation to remove
                        any alterations or improvements made to the Building 3
                        Must Take Space by any prior occupant, or to restore

                                        4

<PAGE>

                        any improvements that were removed from the Building 3
                        Must Take Space by any prior occupant.

                2.      Subject to the application of the Building 3 Allowance
                        (defined below), any improvements to the Building 3 Must
                        Take Space will be at Tenant's cost. Landlord shall make
                        available to Tenant an allowance of $40.00 per rentable
                        square foot of the Building 3 Must Take Space (the
                        "Building 3 Allowance") for Tenant's use in constructing
                        initial tenant improvements within the Building 3 Must
                        Take Space ("Initial Building 3 Alterations"). The
                        Building 3 Allowance shall be made available to Tenant
                        in monthly increments as Initial Building 3 Alterations
                        are completed. The Building 3 Allowance may be used for
                        design and hard costs in connection with the Initial
                        Building 3 Alterations, as well as permitting costs and
                        Landlord's costs as provided in Section IXC.1 of the
                        Lease. The Building 3 Allowance, less a 10% retainage
                        (which retainage shall be payable as part of the final
                        draw), shall be paid to Tenant in periodic disbursements
                        within 30 days after receipt of the following
                        documentation: (i) an application for payment and sworn
                        statement of Tenant's contractor substantially in the
                        form of AIA Document G-702 covering all work for which
                        disbursement is to be made to a date specified therein;
                        (ii) a certification from an AIA architect substantially
                        in the form of the Architect's Certificate for Payment
                        which is located on AIA Document G702, Application and
                        Certificate of Payment; (iii) contractor's,
                        subcontractor's and material supplier's waivers of liens
                        which shall cover all Building 3 Initial Alterations for
                        which disbursement is being requested and all other
                        statements and forms required for compliance with the
                        mechanics' lien laws of the state in which the Building
                        3 Must Take Space is located, together with all such
                        invoices, contracts, or other supporting data as
                        Landlord or Landlord's Mortgagee (if any) may reasonably
                        require; and (iv) a request to disburse from Tenant
                        containing an approval by Tenant of the work done and a
                        good faith estimate of the cost to complete the Building
                        3 Initial Alterations. Upon completion of the Building 3
                        Initial Alterations, and prior to final disbursement of
                        the Building 3 Allowance, Tenant shall furnish Landlord
                        with: (1) general contractor and architect's completion
                        affidavits, (2) full and final waivers of lien, (3)
                        receipted bills covering all labor and materials
                        expended and used, (4) as-built plans of the Building 3
                        Initial Alterations, and (5) the certification of Tenant
                        and its architect that the Building 3 Initial
                        Alterations have been installed in a good and
                        workmanlike manner in accordance with the plans approved
                        by Landlord, and in accordance with applicable laws,
                        codes and ordinances. In no event shall Landlord be
                        required to disburse the Building 3 Allowance more than
                        one time per month. If the estimated cost of
                        constructing the Building 3 Initial Alterations exceeds
                        the Building 3 Allowance, Tenant shall be entitled to
                        the Building 3 Allowance in accordance with the terms
                        hereof, but each individual disbursement of the Building
                        3 Allowance shall be disbursed in the proportion that
                        the Building 3 Allowance bears to the total cost for the
                        Building 3 Initial Alterations, less the 10% retainage
                        referenced above. Notwithstanding anything herein to the
                        contrary, Landlord shall not be obligated to disburse
                        any portion of the Building 3 Allowance during the
                        continuance of an uncured default under the Lease, and
                        Landlord's obligation to disburse shall only resume when
                        and if such default is cured.

                3.      Any improvements to the Building 3 Must Take Space shall
                        be subject to the provisions of Exhibit D. The Building
                        3 Must Take Space Commencement Date shall not be
                        postponed or delayed if the initial improvements to the
                        Building 3 Must Take Space are incomplete on the
                        Building 3 Must Take Space Commencement Date, except to
                        the extent such lack of completion is due solely to the
                        acts of Landlord, in which event the Building 3 Must
                        Take Commencement Date shall be delayed on a day-for-day
                        basis for each day that completion of such work is
                        delayed and due to Landlord's acts (in any event, Tenant
                        will give Landlord prompt notice of any alleged delay
                        caused by Landlord, in order to allow Landlord to
                        investigate and remedy, to the extent necessary, any
                        such delay). Subject to the provisions of Section V, any
                        delay in the completion of initial improvements to the
                        Building 3 Must Take Space shall not subject Landlord to
                        any liability for any loss or damage resulting
                        therefrom.

                                        5

<PAGE>

                4.      Notwithstanding anything to the contrary in this Section
                        IV, Landlord grants Tenant the right to enter the
                        Building 3 Must Take Space up to 90 days prior the
                        Building 3 Must Take Space Commencement Date, at
                        Tenant's sole risk, solely for the purposes of
                        constructing the Initial Building 3 Alterations and
                        installing telecommunications and data cabling,
                        fixtures, furniture and equipment or other personal
                        property, in the Building 3 Must Take Space. If Landlord
                        is delayed in delivering possession of the Building 3
                        Must Take Space, Landlord will use reasonable efforts to
                        obtain possession of the Building 3 Must Take Space. In
                        the event Landlord does not provide Tenant with access
                        to the Building 3 Must Take Space at least 90 days prior
                        to the Building 3 Must Take Space Commencement Date, the
                        Building 3 Must Take Space Commencement Date shall be
                        postponed to be the day that is 90 days after the date
                        that Landlord first grants Tenant the right to enter the
                        Building 3 Must Take Space in accordance with this
                        Section IV.D.4.

        E.      Stairway Enclosure. There currently exists an internal stairwell
                connecting the 4th and 5th floors of Building 3 (the
                "Stairwell"). In lieu of removing the Stairwell, and in order to
                preserve the Stairwell for Tenant's use should Tenant expand the
                Premises within Building 3 to include the 5th floor of Building
                3 (or a portion of such 5th floor which is served by the
                Stairwell), Landlord, at Tenant's request, will enclose the
                Stairwell in a manner reasonably acceptable to both Landlord and
                Tenant. In such event, the rentable area of the Building 3 Must
                Take Space, as described above, shall be reduced appropriately
                to delete therefrom the rentable area of the enclosed Stairwell,
                and, concurrently with such adjustment, Landlord and Tenant will
                enter into an amendment to the Lease, adjusting the Base Rent
                payable for the Building 3 Must Take Space, Tenant's Pro Rata
                Share for the Building 3 Must Take Space, the Building 3
                Allowance, the per diem Base Rent abatement granted pursuant to
                Section V below, and effecting any other change reasonably
                necessitated by the adjustment of the rentable area of the
                Building 3 Must Take Space.

        F.      Tenant's obligation to lease the Building 3 Must Take Space, and
                Landlord's obligation to lease to Tenant the Building 3 Must
                Take Space, is contingent upon Onyx Software Corporation
                ("Onyx"), the current tenant of the Building 3 Must Take Space,
                entering into an agreement with Landlord to terminate its
                existing lease for the Building 3 Must Take Space (the "Onyx
                Lease Termination"). If the Onyx Lease Termination is not
                mutually executed and October 11, 2002, then, at either party's
                option, to be exercised by written notice on or before October
                15, 2002, this Section IV shall be of no further force or
                effect.

V.      LATE DELIVERY OF MUST TAKE SPACE. If any Must Take Space (including the
        2003 Must Take Space, the 2005 Must Take Space, and the Building 3 Must
        Take Space) is not delivered to Tenant by Landlord on or before (i)
        February 1, 2003, in the case of the 2003 Must Take Space, (ii) February
        1, 2005, in the case of the 2005 Must Take Space, or (iii) June 1, 2004,
        in the case of the Building 3 Must Take Space (the "Outside Delivery
        Date"), Tenant shall be entitled to a Base Rent abatement to be applied
        following the applicable Must Take Space Commencement Date, of
        $1,202.48, with respect to the 2003 Must Take Space, $3,865.13, with
        respect to the 2005 Must Take Space and $2,469.83, with respect to the
        Building 3 Must Take Space, multiplied by the number of days in the
        period beginning on the Outside Delivery Date and ending on the date the
        Must Take Space is delivered to Tenant, plus an abatement of payment of
        Tenant's Pro Rata Share of Expenses and Taxes for the same number of
        days after the applicable Must Take Space Commencement Date. Landlord
        and Tenant acknowledge and agree that the Outside Delivery Date(s) shall
        be postponed by the number of days the delivery of any Must Take Space
        is delayed due to delays caused by Tenant or by events of Force Majeure.

VI.     FIRST RENEWAL OPTION.

        A.      Grant of Option; Conditions. Tenant shall have the right to
                extend the Term (the "First Renewal Option") for one additional
                period of 5 years commencing on the day following the
                Termination Date and ending on the 5th anniversary of the
                Termination Date (the "First Renewal Term"), if:

                1.      Landlord receives notice of exercise ("Initial Renewal
                        Notice") not less than 12 full calendar months prior to
                        the expiration of the initial Term and

                                        6

<PAGE>

                        not more than 15 full calendar months prior to the
                        expiration of the initial Term; and

                2.      Tenant is not in default under the Lease beyond any
                        applicable cure periods at the time that Tenant delivers
                        its Initial Renewal Notice or at the time Tenant
                        delivers its Binding Notice (as defined below); and

                3.      Tenant (or Approved Users) occupies at least sixty
                        percent (60%) of the Premises then under lease to
                        Tenant; and,

                4.      Tenant has not sublet more than forty-percent (40%) of
                        the Premises then under lease to Tenant (other than
                        pursuant to a Permitted Transfer) at the time that
                        Tenant delivers its Initial Renewal Notice or at the
                        time Tenant delivers its Binding Notice; and

                5.      The Lease has not been assigned (other than pursuant to
                        a Permitted Transfer prior to the date that Tenant
                        delivers its Initial Renewal Notice or prior to the date
                        Tenant delivers its Binding Notice.

        B.      Terms Applicable to Premises During First Renewal Term.

                1.      The initial Base Rent rate per rentable square foot for
                        the Premises during the First Renewal Term shall equal
                        95% of the Prevailing Market rate (hereinafter defined)
                        per rentable square foot for the Premises. Base Rent
                        during the First Renewal Term shall increase, if at all,
                        in accordance with the increases assumed in the
                        determination of Prevailing Market rate. Base Rent
                        attributable to the Premises shall be payable in monthly
                        installments in accordance with the terms and conditions
                        of Article IV of the Lease.

                2.      Tenant shall pay Additional Rent (i.e. Taxes and
                        Expenses) for the Premises during the First Renewal Term
                        in accordance with the terms of Article IV of the Lease,
                        and the manner and method in which Tenant reimburses
                        Landlord for Tenant's share of Taxes and Expenses and
                        the Base Year, if any, applicable to such matter, shall
                        be some of the factors considered in determining the
                        Prevailing Market rate for the First Renewal Term.

        C.      Initial Procedure for Determining Prevailing Market. Within 30
                days after receipt of Tenant's Initial Renewal Notice, Landlord
                shall advise Tenant of the applicable Base Rent rate for the
                Premises for the First Renewal Term. Tenant, within 30 days
                after the date on which Landlord advises Tenant of the
                applicable Base Rent rate for the First Renewal Term, shall
                either (i) give Landlord final binding written notice ("Binding
                Notice") of Tenant's exercise of its First Renewal Option, or
                (ii) if Tenant disagrees with Landlord's determination, provide
                Landlord with written notice of rejection (the "Rejection
                Notice"). If Tenant fails to provide Landlord with either a
                Binding Notice or Rejection Notice within such 30 day period,
                Tenant shall be deemed to have provided a Rejection Notice
                within such 30 day period. If Tenant provides Landlord with a
                Binding Notice, Landlord and Tenant shall enter into the Renewal
                Amendment (as defined below) upon the terms and conditions set
                forth herein. If Tenant provides Landlord with a Rejection
                Notice (or is deemed to have provided a Rejection Notice) (or is
                deemed to have provided a Rejection Notice), Landlord and Tenant
                shall work together in good faith to agree upon the Prevailing
                Market rate for the Premises during the First Renewal Term. Upon
                agreement, Landlord and Tenant shall enter into the Renewal
                Amendment in accordance with the terms and conditions hereof.
                Notwithstanding the foregoing, if Landlord and Tenant fail to
                agree upon the Prevailing Market rate within 30 days after the
                date Tenant provides (or is deemed to have provided) Landlord
                with the Rejection Notice, either party may, by written notice
                to the other (the "Arbitration Notice") within 5 days after the
                expiration of such 30 day period, shall have the Prevailing
                Market rate determined in accordance with the arbitration
                procedures described in Section D below. If Landlord and Tenant
                fail to agree upon the Prevailing Market rate within the 30 day
                period described, an Arbitration Notice will be deemed delivered
                on such 30th day and the Prevailing Market rate will be
                determined in accordance with Section VI. D below.

                                        7

<PAGE>

        D.      Arbitration Procedure.

                1       If an Arbitration Notice has been provided (or deemed
                        provided), Landlord and Tenant, within 15 days after the
                        date of the Arbitration Notice (or the date the
                        Arbitration Notice is deemed given), shall each
                        simultaneously submit to the other, in a sealed
                        envelope, its good faith estimate of the Prevailing
                        Market rate for the Premises during the First Renewal
                        Term (collectively referred to as the "Estimates"). If a
                        party fails to timely deliver an Estimate, the other
                        party's Estimate shall be deemed the Prevailing Market
                        rate. If the higher of such Estimates is not more than
                        105% of the lower of such Estimates, then Prevailing
                        Market rate shall be the average of the two Estimates.
                        If the Prevailing Market rate is not resolved by the
                        exchange of Estimates, then, within 7 days after the
                        exchange of Estimates, Landlord and Tenant shall each
                        select an appraiser to determine which of the two
                        Estimates most closely reflects the Prevailing Market
                        rate for the Premises during the First Renewal Term.
                        Each appraiser so selected shall be certified as an MAI
                        appraiser or as an ASA appraiser and shall have had at
                        least 5 years experience within the previous 10 years as
                        a real estate appraiser working in the I-90 corridor of
                        Bellevue, Washington, with working knowledge of current
                        rental rates and practices. For purposes hereof, an
                        "MAI" appraiser means an individual who holds an MAI
                        designation conferred by, and is an independent member
                        of, the American Institute of Real Estate Appraisers (or
                        its successor organization, or in the event there is no
                        successor organization, the organization and designation
                        most similar), and an "ASA" appraiser means an
                        individual who holds the Senior Member designation
                        conferred by, and is an independent member of , the
                        American Society of Appraisers (or its successor
                        organization, or, in the event there is no successor
                        organization, the organization, and designation most
                        similar).

                2.      Upon selection, Landlord's and Tenant's appraisers shall
                        work together in good faith to agree upon which of the
                        two Estimates most closely reflects the Prevailing
                        Market rate for the Premises. The Estimate chosen by
                        such appraisers shall be binding on both Landlord and
                        Tenant, and an amount equal to 95% of such Estimate
                        shall be the Base Rent rate for the Premises during the
                        First Renewal Term. If either Landlord or Tenant fails
                        to appoint an appraiser within the 7 day period referred
                        to above, the appraiser appointed by the other party
                        shall be the sole appraiser for the purposes hereof. If
                        the two appraisers cannot agree upon which of the two
                        Estimates most closely reflects the Prevailing Market
                        within 20 days after their appointment, then, within 10
                        days after the expiration of such 20 day period, the two
                        appraisers shall select a third appraiser meeting the
                        aforementioned criteria. Once the third appraiser (i.e.
                        arbitrator) has been selected as provided for above,
                        then, as soon thereafter as practicable but in any case
                        within 14 days, the arbitrator shall make his
                        determination of which of the two Estimates most closely
                        reflects the Prevailing Market rate, such Estimate shall
                        be binding on both Landlord and Tenant, and an amount
                        equal to 95% of such Estimate shall be the Base Rent
                        rate for the Premises during the First Renewal Term . If
                        the arbitrator believes that expert advice would
                        materially assist him, he may retain one or more
                        qualified persons to provide such expert advice. The
                        parties shall share equally in the costs of the
                        arbitrator and of any experts retained by the
                        arbitrator. Any fees of any appraiser, counsel or
                        experts engaged directly by Landlord or Tenant, however,
                        shall be borne by the party retaining such appraiser,
                        counsel or expert.

                3.      If the Prevailing Market rate has not been determined by
                        the commencement date of the First Renewal Term, Tenant
                        shall pay Base Rent upon the terms and conditions in
                        effect during the last month of the initial Term for the
                        Premises until such time as the Prevailing Market rate
                        has been determined. Upon such determination, the Base
                        Rent for the Premises shall be retroactively adjusted to
                        the commencement of the First Renewal Term for the
                        Premises. If such adjustment results in an underpayment
                        of Base Rent by Tenant, Tenant shall pay Landlord the
                        amount of such underpayment within 30 days after the
                        determination thereof. If such adjustment results in an
                        overpayment of Base Rent by Tenant, Landlord shall
                        credit such overpayment against the next

                                        8

<PAGE>

                        installment of Base Rent due under the Lease and, to the
                        extent necessary, any subsequent installments, until the
                        entire amount of such overpayment has been credited
                        against Base Rent.

        E.      Renewal Amendment. If Tenant is entitled to and properly
                exercises its First Renewal Option, Landlord shall prepare an
                amendment (the "Renewal Amendment") to reflect changes in the
                Base Rent, Term, Termination Date and other appropriate terms.
                The Renewal Amendment shall be sent to Tenant within a
                reasonable time after receipt of the Binding Notice and Tenant
                shall execute and return the Renewal Amendment to Landlord
                within a reasonable time after Tenant's receipt of same, but,
                upon final determination of the Prevailing Market rate
                applicable during the First Renewal Term as described herein, an
                otherwise valid exercise of the First Renewal Option shall be
                fully effective whether or not the Renewal Amendment is
                executed.

        F.      Prevailing Market. For purposes hereof, "Prevailing Market"
                shall mean the arms length fair market annual rental rate per
                rentable square foot under renewal leases and amendments entered
                into on or about the date on which the Prevailing Market is
                being determined hereunder for space comparable to the Premises
                (excluding Alterations installed at the expense of Tenant) in
                the Building and Class "A" office buildings comparable to the
                Building in the I-90 corridor of Bellevue, Washington. The
                determination of Prevailing Market shall take into account any
                material economic differences between the terms of this Lease
                and any comparison lease or amendment, such as rent abatements,
                construction costs and other concessions and the manner, if any,
                in which the landlord under any such lease is reimbursed for
                operating expenses and taxes.

VII.    SECOND RENEWAL OPTION.

        A.      Grant of Option; Conditions. Tenant shall have the right to
                extend the Extended Term (the "Second Renewal Option") for one
                additional period of 5 years commencing on the day following the
                Extended Termination Date and ending on the 5th anniversary of
                the Extended Termination Date (the "Second Renewal Term"), if:

                1.      Landlord receives notice of exercise ("Initial Second
                        Renewal Notice") not less than 12 full calendar months
                        prior to the Extended Termination Date and not more than
                        15 full calendar months prior to the Extended
                        Termination Date; and

                2.      Tenant is not in default under the Lease beyond any
                        applicable cure periods at the time that Tenant delivers
                        its Initial Second Renewal Notice or at the time Tenant
                        delivers its Second Renewal Binding Notice (as defined
                        below); and

                3.      Tenant (or Approved Users) occupies at least sixty
                        percent (60%) of the Premises then under lease to
                        Tenant; and,

                4.      Tenant has not sublet more than forty percent (40%) of
                        the Premises then under lease to Tenant (other than
                        pursuant to a Permitted Transfer) at the time that
                        Tenant delivers its Initial Second Renewal Notice or at
                        the time Tenant delivers its Second Renewal Binding
                        Notice; and

                5.      The Lease has not been assigned (other than pursuant to
                        a Permitted Transfer prior to the date that Tenant
                        delivers its Initial Second Renewal Notice or prior to
                        the date Tenant delivers its Second Renewal Binding
                        Notice.

        B.      Terms Applicable to Premises During Second Renewal Term.

                1.      The initial Base Rent rate per rentable square foot for
                        the Premises during the Second Renewal Term shall equal
                        95% of the Prevailing Market rate per rentable square
                        foot for the Premises. Base Rent during the Second
                        Renewal Term shall increase, if at all, in accordance
                        with the increases assumed in the determination of
                        Prevailing Market rate. Base Rent attributable to the
                        Premises shall be payable in monthly installments in
                        accordance with the terms and conditions of Article IV
                        of the Lease.

                                        9

<PAGE>

                2.      Tenant shall pay Additional Rent (i.e. Taxes and
                        Expenses) for the Premises during the Second Renewal
                        Term in accordance with the terms of Article IV of the
                        Lease, and the manner and method in which Tenant
                        reimburses Landlord for Tenant's share of Taxes and
                        Expenses and the Base Year, if any, applicable to such
                        matter, shall be some of the factors considered in
                        determining the Prevailing Market rate for the Second
                        Renewal Term.

        C.      Initial Procedure for Determining Prevailing Market. Within 30
                days after receipt of Tenant's Initial Second Renewal Notice,
                Landlord shall advise Tenant of the applicable Base Rent rate
                for the Premises for the Second Renewal Term. Tenant, within 30
                days after the date on which Landlord advises Tenant of the
                applicable Base Rent rate for the Second Renewal Term, shall
                either (i) give Landlord final binding written notice ("Binding
                Notice") of Tenant's exercise of its Second Renewal Option, or
                (ii) if Tenant disagrees with Landlord's determination, provide
                Landlord with written notice of rejection (the "Rejection
                Notice"). If Tenant fails to provide Landlord with either a
                Binding Notice or Rejection Notice within such 30 day period,
                Tenant shall be deemed to have provided the Rejection Notice
                within such 30 day period. If Tenant provides Landlord with a
                Binding Notice, Landlord and Tenant shall enter into the Renewal
                Amendment (as defined below) upon the terms and conditions set
                forth herein. If Tenant provides Landlord with a Rejection
                Notice (or is deemed to have provided a Rejection Notice),
                Landlord and Tenant shall work together in good faith to agree
                upon the Prevailing Market rate for the Premises during the
                Second Renewal Term. Upon agreement, Landlord and Tenant shall
                enter into the Renewal Amendment in accordance with the terms
                and conditions hereof. Notwithstanding the foregoing, if
                Landlord and Tenant fail to agree upon the Prevailing Market
                rate within 30 days after the date Tenant provides (or is deemed
                to have provided) Landlord with the Rejection Notice, either
                party may, by written notice to the other (the "Arbitration
                Notice") within 5 days after the expiration of such 30 day
                period, shall have the Prevailing Market rate determined in
                accordance with the arbitration procedures described in Section
                VII.D below. If Landlord and Tenant fail to agree upon the
                Prevailing Market rate within the 30 day period described, an
                Arbitration Notice will be deemed delivered on such 30th day and
                the Prevailing Market rate will be determined in accordance with
                Section VII.D. below.

        D.      Arbitration Procedure.

                1.      If an Arbitration Notice has been provided (or deemed
                        provided), Landlord and Tenant, within 15 days after the
                        date of the Arbitration Notice, shall each
                        simultaneously submit to the other, in a sealed
                        envelope, its good faith estimate of the Prevailing
                        Market rate for the Premises during the Second Renewal
                        Term (collectively referred to as the "Estimates"). If
                        the higher of such Estimates is not more than 105% of
                        the lower of such Estimates, then Prevailing Market rate
                        shall be the average of the two Estimates. If the
                        Prevailing Market rate is not resolved by the exchange
                        of Estimates, then, within 7 days after the exchange of
                        Estimates, Landlord and Tenant shall each select an
                        appraiser to determine which of the two Estimates most
                        closely reflects the Prevailing Market rate for the
                        Premises during the Second Renewal Term. Each appraiser
                        so selected shall be certified as an MAI appraiser or as
                        an ASA appraiser and shall have had at least 5 years
                        experience within the previous 10 years as a real estate
                        appraiser working in the I-90 corridor of Bellevue,
                        Washington, with working knowledge of current rental
                        rates and practices. For purposes hereof, an "MAI"
                        appraiser means an individual who holds an MAI
                        designation conferred by, and is an independent member
                        of, the American Institute of Real Estate Appraisers (or
                        its successor organization, or in the event there is no
                        successor organization, the organization and designation
                        most similar), and an "ASA" appraiser means an
                        individual who holds the Senior Member designation
                        conferred by, and is an independent member of, the
                        American Society of Appraisers (or its successor
                        organization, or, in the event there is no successor
                        organization, the organization and designation most
                        similar).

                2.      Upon selection, Landlord's and Tenant's appraisers shall
                        work together in good faith to agree upon which of the
                        two Estimates most closely reflects the Prevailing
                        Market rate for the Premises. The Estimate chosen by

                                       10

<PAGE>

                        such appraisers shall be binding on both Landlord and
                        Tenant, and an amount equal to 95% of such Estimate
                        shall be the Base Rent rate for the Premises during the
                        Second Renewal Term. If either Landlord or Tenant fails
                        to appoint an appraiser within the 7 day period referred
                        to above, the appraiser appointed by the other party
                        shall be the sole appraiser for the purposes hereof. If
                        the two appraisers cannot agree upon which of the two
                        Estimates most closely reflects the Prevailing Market
                        within 20 days after their appointment, then, within 10
                        days after the expiration of such 20 day period, the two
                        appraisers shall select a third appraiser meeting the
                        aforementioned criteria. Once the third appraiser (i.e.
                        arbitrator) has been selected as provided for above,
                        then, as soon thereafter as practicable but in any case
                        within 14 days, the arbitrator shall make his
                        determination of which of the two Estimates most closely
                        reflects the Prevailing Market rate, such Estimate shall
                        be binding on both Landlord and Tenant, and an amount
                        equal to 95% of such Estimate shall be the Base Rent
                        rate for the Premises during the Second Renewal Term. If
                        the arbitrator believes that expert advice would
                        materially assist him, he may retain one or more
                        qualified persons to provide such expert advice. The
                        parties shall share equally in the costs of the
                        arbitrator and of any experts retained by the
                        arbitrator. Any fees of any appraiser, counsel or
                        experts engaged directly by Landlord or Tenant, however,
                        shall be borne by the party retaining such appraiser,
                        counsel or expert.

                3.      If the Prevailing Market rate has not been determined by
                        the commencement date of the Second Renewal Term, Tenant
                        shall pay Base Rent upon the terms and conditions in
                        effect during the last month of the initial Term for the
                        Premises until such time as the Prevailing Market rate
                        has been determined. Upon such determination, the Base
                        Rent for the Premises shall be retroactively adjusted to
                        the commencement of the Second Renewal Term for the
                        Premises. If such adjustment results in an underpayment
                        of Base Rent by Tenant, Tenant shall pay Landlord the
                        amount of such underpayment within 30 days after the
                        determination thereof. If such adjustment results in an
                        overpayment of Base Rent by Tenant, Landlord shall
                        credit such overpayment against the next installment of
                        Base Rent due under the Lease and, to the extent
                        necessary, any subsequent installments, until the entire
                        amount of such overpayment has been credited against
                        Base Rent.

        E.      Second Renewal Amendment. If Tenant is entitled to and properly
                exercises its Second Renewal Option, Landlord shall prepare an
                amendment (the "Second Renewal Amendment") to reflect changes in
                the Base Rent, Term, Termination Date and other appropriate
                terms. The Second Renewal Amendment shall be sent to Tenant
                within a reasonable time after receipt of the Second Renewal
                Binding Notice and Tenant shall execute and return the Second
                Renewal Amendment to Landlord within a reasonable time after
                Tenant's receipt of same, but, upon final determination of the
                Prevailing Market rate applicable during the Second Renewal Term
                as described herein, an otherwise valid exercise of the Second
                Renewal Option shall be fully effective whether or not the
                Second Renewal Amendment is executed.

VIII.   RIGHT OF FIRST OFFER.

        A.      Grant of Option; Conditions. Tenant shall have the on-going
                right of first offer (the "Right of First Offer") with respect
                to the any space within the Sunset North Corporate Campus from
                time to time owned by Landlord (any such space being referred to
                herein as the "Offering Space"). Tenant's Right of First Offer
                shall be exercised as follows: at any time after Landlord has
                determined that any existing tenant in the Offering Space which
                has an existing option to renew or extend its term will not
                extend or renew the term of its lease for the Offering Space,
                whether or not pursuant to such option (but prior to leasing
                such Offering Space to a party other than the existing tenant),
                Landlord shall advise Tenant (the "Advice") of the terms under
                which Landlord is prepared to lease the Offering Space to Tenant
                for the remainder of the Term, which terms shall reflect the
                Prevailing Market (hereinafter defined) rate for such Offering
                Space as reasonably determined by Landlord; provided, however,
                that if Tenant exercises a Right of First Offer within the first
                12 months of the initial Term, the Base Rent rate for space
                added by exercise of this Right of First Offer shall be Base
                Rent rate then currently payable by Tenant for the Premises.
                Tenant may lease such Offering Space in its

                                       11

<PAGE>

                entirety only, under such terms, by delivering written notice of
                exercise to Landlord (the "Notice of Exercise") within 10
                Business Days after the date of the Advice, except that Tenant
                shall have no such Right of First Offer and Landlord need not
                provide Tenant with an Advice, if:

                1.      Tenant is in default under the Lease beyond any
                        applicable cure periods at the time that Landlord would
                        otherwise deliver the Advice; or

                2.      More than fifty percent (50%) of the Rentable Square
                        Footage of the Premises is sublet (other than the
                        Approved Users pursuant to a Permitted Transfer, as
                        defined in Article XII of the Lease) at the time
                        Landlord would otherwise deliver the Advice; or

                3.      The Lease has been assigned (other than pursuant to a
                        Permitted Transfer) prior to the date Landlord would
                        otherwise deliver the Advice; or

                4.      Tenant (or Approved Users) is not occupying at least
                        fifty percent (50%) of the Rentable Square Footage of
                        the Premises on the date Landlord would otherwise
                        deliver the Advice; or

                5.      The Offering Space is not intended for the exclusive use
                        of Tenant (and Approved Users) during the Term; or

                6.      The existing tenant in the Offering Space is interested
                        in extending or renewing its lease for the Offering
                        Space or entering into a new lease for such Offering
                        Space.

        B.      Terms for Offering Space.

                        The term for the Offering Space shall commence upon the
                        commencement date stated in the Advice and thereupon
                        such Offering Space shall be considered a part of the
                        Premises, provided that all of the terms stated in the
                        Advice shall govern Tenant's leasing of the Offering
                        Space and only to the extent that they do not conflict
                        with the Advice, the terms and conditions of this Lease
                        shall apply to the Offering Space.

                2.      Tenant shall pay Base Rent and Additional Rent for the
                        Offering Space in accordance with the terms and
                        conditions of the Advice, which terms and conditions
                        shall reflect the Prevailing Market rate for the
                        Offering Space as determined in Landlord's reasonable
                        judgment.

                3.      The Offering Space (including improvements and
                        personalty, if any) shall be accepted by Tenant in its
                        condition and as-built configuration existing on the
                        earlier of the date Tenant takes possession of the
                        Offering Space or as of the date the term for such
                        Offering Space commences, unless the Advice specifies
                        any work to be performed by Landlord in the Offering
                        Space, in which case Landlord shall perform such work in
                        the Offering Space; any improvements existing in the
                        Offering Space as of the date Tenant occupies the
                        Offering Space shall not be considered Required
                        Removables. If Landlord is delayed delivering possession
                        of the Offering Space due to the holdover or unlawful
                        possession of such space by any party, Landlord shall
                        use reasonable efforts to obtain possession of the
                        space, and the commencement of the term for the Offering
                        Space shall be postponed until the date Landlord
                        delivers possession of the Offering Space to Tenant free
                        from occupancy by any party.

        C.      Termination of Right of First Offer. The rights of Tenant
                hereunder with respect to the Offering Space shall terminate on
                the earlier to occur of: (i) September 30, 2008 (unless Tenant
                timely exercises (x) its First Renewal Option, in which event
                the date shall be September 30, 2013; or (y) its Second Renewal
                Option, in which event the date shall be September 30, 2018);
                (ii) Tenant's failure to exercise its Right of First Offer
                within the 10 Business Day period provided in Section VIII.A
                above; and (iii) the date Landlord would have provided Tenant an
                Advice if Tenant had not been in violation of one or more of the
                conditions set forth in Section VIII.A above.

        D.      Documentation. If Tenant exercises its Right of First Offer,
                Landlord shall prepare a document in such form as Landlord
                reasonably deems appropriate

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<PAGE>

                (which may be an amendment to the Lease, or a new lease for the
                Offering Space on the same terms and conditions as are set forth
                in the Lease (subject to the terms of the Advice) to the extent
                such terms are applicable to the Offering Space)) (the "Offering
                Document") providing for Tenant's leasing of the Offering Space
                on the terms set forth in the Advice. A copy of the Offering
                Document shall be sent to Tenant within a reasonable time after
                Landlord's receipt of the Notice of Exercise executed by Tenant,
                and Tenant shall execute and return the Offering Document to
                Landlord within 15 days thereafter, but an otherwise valid
                exercise of the Right of First Offer shall be fully effective
                whether or not the Offering Document is executed.

        E.      Definition of Prevailing Market. For purposes of this Right of
                First Offer provision, "Prevailing Market" shall mean the arms
                length fair market annual rental rate per square foot for space
                comparable to the Offering Space in the Building and Class "A"
                office buildings comparable to the Building in the I-90 corridor
                of Bellevue, Washington under leases and renewal and expansion
                amendments being entered into at or about the time that
                Prevailing Market is being determined, giving appropriate
                consideration to tenant concessions, brokerage commissions,
                tenant improvement allowances, existing improvements in the
                space in question, and the method of allocating operating
                expenses and taxes. Notwithstanding the foregoing, space leased
                under any of the following circumstances shall not be considered
                to be comparable for purposes hereof: (i) the lease term is for
                less than the lease term of the Offering Space, (ii) the space
                is encumbered by the option rights of another tenant, or (iii)
                the space has a lack of windows and/or an awkward or unusual
                shape or configuration. The foregoing is not intended to be an
                exclusive list of space that will not be considered to be
                comparable.

        F.      Subordination. Notwithstanding anything herein to the contrary,
                Tenant's Right of First Offer is subject and subordinate to the
                expansion rights (whether such rights are designated as a right
                of first offer, right of first refusal, expansion option or
                otherwise) existing on the date hereof, of any tenant of the
                Building.

        G.      Sale of Building 3. If, during the Term, Landlord sells Building
                3 to a third party who does not, in connection therewith,
                purchase or acquire Building 4, a condition to any such sale
                shall be the purchaser's agreement to recognize the rights of
                Tenant under this Section VIII with respect to Offering Space
                located in Building 3. In connection therewith, Tenant agrees to
                execute any documentation reasonably required by such purchaser
                to memorialize such purchaser's obligations and Tenant's rights
                hereunder.

IX.     PARKING.

        A.      During the initial Term, Landlord shall Lease to Tenant, or
                cause the operator (the "Operator") of the garage servicing the
                Building (the "Garage") to lease to Tenant, and Tenant shall
                lease from Landlord up to a maximum of 103 unreserved parking
                spaces in the Garage ("Spaces") (i.e., a parking ratio of 4
                unreserved Spaces per 1,000 rentable square feet of the
                Premises) for the use of Tenant and its employees. The
                unreserved Spaces shall be leased at the rate of $35.00 per
                Space, per month during the initial Term. If requested by
                Landlord, Tenant shall execute and deliver to Landlord the
                standard parking agreement used by Landlord or the Operator (the
                "Parking Agreement") in the Garage for such Spaces. All of the
                Spaces will be made available to Tenant, its employees and all
                other tenants and employees of the Building entitled to use such
                parking facilities, on a non-exclusive, in-common basis;
                provided, however that Tenant shall have 5 exclusive visitor
                parking stalls in front of Building 4 (which spaces shall be
                marked "Expedia Visitors Only") for the use of Tenant's visitors
                ("Visitor Spaces"), at no charge to Tenant and provided that
                Landlord and the Operator shall use reasonable efforts to assure
                that the Spaces to which Tenant is entitled are actually
                available to Tenant. As Tenant expands the Premises pursuant to
                the provisions of Sections II, III, IV and VII of this Exhibit
                E, Tenant shall be entitled to additional unreserved parking
                spaces at a ratio of up to 4 unreserved Spaces per 1,000
                rentable square feet leased at the rate of $35.00 per Space, per
                month, during the initial Term.

        B.      Except as set forth below, no deductions or allowances shall be
                made for days when Tenant or any of its employees does not
                utilize the parking facilities or for Tenant utilizing less than
                all of the Spaces. Tenant shall not have the right to lease or
                otherwise use more than the number of Unreserved Spaces and

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<PAGE>

                Reserved Spaces set forth above, but Tenant may, by written
                notice to Landlord given not less than thirty (30) days prior to
                the commencement of any calendar month during the Term, elect to
                lease fewer Spaces than the maximum to which it is entitled,
                such election to continue to apply to successive months until
                Tenant provides Landlord with another such notice.

        C.      Except for particular parking spaces and areas designated by
                Landlord or the Operator for reserved parking, all parking in
                the Garage shall be on an unreserved, first-come, first-served
                basis.

        D.      Neither Landlord nor the Operator shall be responsible for
                money, jewelry, automobiles or other personal property lost in
                or stolen from the Garage regardless of whether such loss or
                theft occurs when the Garage or other areas therein are locked
                or otherwise secured. Except as caused by the negligence or
                willful misconduct of Landlord and without limiting the terms of
                the preceding sentence, Landlord shall not be liable for any
                loss, injury or damage to persons using the Garage or
                automobiles or other property therein.

        E.      Landlord or its Operator shall have the right from time to time
                to designate the location of the Spaces and to promulgate
                reasonable rules and regulations regarding the Garage, the
                Spaces and the use thereof, including, but not limited to, rules
                and regulations controlling the flow of traffic to and from
                various parking areas, the angle and direction of parking and
                the like. Tenant shall comply with and cause its employees to
                comply with all such rules and regulations, all reasonable
                additions and amendments thereto, and the terms and provisions
                of the Parking Agreement.

        F.      Tenant shall not store or permit its employees to store any
                automobiles in the Garage without the prior written consent of
                Landlord, except that (i) Tenant may keep up to four (4)
                vehicles permanently in the Garage (for use as vanpools, and
                similar tenant uses), and (ii) Tenant's employees may leave
                their vehicles in the Garage overnight, at their sole risk, for
                a maximum period of forty-eight (48) hours without the prior
                consent of Landlord. Except for emergency repairs, Tenant and
                its employees shall not perform any work on any automobiles
                while located in the Garage or on the Property. If it is
                necessary for Tenant or its employees to leave an automobile in
                the Garage for more than 48 hours (other than on weekends) or on
                an extended basis, Tenant shall provide Landlord with prior
                notice thereof designating the license plate number and model of
                such automobile.

        G.      Landlord or the Operator shall have the right to temporarily
                close the Garage or certain areas therein in order to perform
                necessary repairs, maintenance and improvements to the Garage,
                if any.

        H.      Except in connection with a Transfer in compliance with the
                provisions of Article XII of the Lease, Tenant shall not assign
                or sublease any of the Spaces without the consent of Landlord.
                Landlord shall have the right to terminate the agreement
                contained in this Section IX or in the Parking Agreement with
                respect to any Spaces that Tenant desires to sublet or assign.

                Landlord may elect to provide parking cards or keys to control
                access to the Garage. In such event, Landlord shall provide
                Tenant with one card or key for each Space that Tenant is
                leasing or otherwise hereunder, provided that Landlord shall
                have the right to require Tenant or its employees to place a
                deposit on such access cards or keys and to pay a fee for any
                lost or damaged cards or keys.

X.      SIGNAGE. Landlord, at Landlord's expense, shall install the following
        initial Building standard signage, using Building standard typeface and
        design: (A) initial directory strip signage identifying Tenant on the
        existing Building directory in the main Building lobby (Landlord will
        use reasonable efforts to cause bSquare to remove its 1st floor lobby
        signage prior to the Commencement Date), (B) initial suite
        identification signage at the main entry door to the Premises, (C)
        initial directory strip signage identifying Tenant on the garage
        elevator lobby directory, (D) initial directory strip signage on the
        outdoor directory outside the Garage, and (E) initial signage
        identifying Tenant on the existing monument sign located outside the
        Building. Landlord shall be responsible for the costs of maintenance,
        repair, restoration and removal of the such initial signage; provided,
        however, that any change or modification of any of such signage
        requested by Tenant

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<PAGE>

        shall be at Tenant sole cost and expense. Signage described in this
        Section X is personal to the initial Tenant named under the Lease, or
        any successor as a result of a Permitted Transfer, and such signage
        rights with respect to the monument sign cannot be assigned to any other
        assignee or subtenant without Landlord's prior written consent, which
        may be withheld in Landlord's sole but good faith discretion.

XI.     EXTERIOR SIGNAGE.

        (a)     Building 4. Upon the Commencement Date, Tenant shall have the
                right to install exterior signage on the Building on or about
                the location for exterior signage shown on Exhibit H. Landlord
                will additionally require bSquare to remove bSquare's exterior
                Building signage upon bSquare's vacancy from the Building and
                the termination of bSquare's lease in the Building; in no event
                will such signage exceed in size the size of bSquare's existing
                exterior signage until Tenant occupies all of the Building
                (provided, however, that Landlord will use reasonable efforts to
                procure the consent of bSquare to Tenant's installation of
                signage similar in size to Tenant's exterior signage located on
                Building One);

        (b)     Building 3. Upon the Building 3 Must Take Space Commencement
                Date, Tenant shall have the right to install exterior signage of
                a size approved by Landlord in writing on Building 3 in a
                location facing 1-90, on or about the location for such signage
                shown on Exhibit H;

        (c)     Generally. The signage rights granted pursuant to this Section
                XI shall be consistent with, and shall not exceed in size,
                Tenant's existing signage located on Building One and shall meet
                the City of Bellevue's sign requirements. Tenant shall be
                responsible for all costs of installation and maintenance of
                such signage (the installation of such signage shall be carried
                out as an Alteration in accordance with the terms and provisions
                of the Lease) and the cost of removal at the end of the Term and
                the cost of repair of any damage caused by such removal. Signage
                described in this Section XI is personal to the initial Tenant
                named under the Lease, or any successor as a result of a
                Permitted Transfer, and such signage rights cannot be assigned
                to any other assignee or subtenant without Landlord's prior
                written consent, which may be withheld in Landlord's sole but
                good faith discretion.

XII.    ROOF SPACE FOR DISH/ANTENNA.

        A.      Tenant shall have the right, in consideration for payments of
                $-0- per month for each Dish/Antenna (defined below) after the
                initial Dish/Antenna installed by Tenant (the "Dish/Antenna
                Payments"), to lease space on the roof of Building 4 for the
                purpose of installing (in accordance with Section IX.C of the
                Lease), operating and maintaining one or, with Landlord's prior
                written approval more than one dish/antenna or other
                communication device approved by the Landlord (each, a
                "Dish/Antenna"). The Dish/Antenna Payments shall constitute
                Additional Rent under the terms of the Lease and Tenant shall be
                required to make these payments in strict compliance with the
                terms of Article IV of the Lease. The exact location of the
                space on the roof to be leased by Tenant shall be designated by
                Landlord and size of the Dish/Antenna shall be mutually agreed
                upon (the "Roof Space"). Landlord reserves the right to relocate
                the Roof Space as reasonably necessary during the Term.
                Landlord's designation shall take into account Tenant's use of
                the Dish/Antenna. Notwithstanding the foregoing, Tenant's right
                to install the Dish/Antenna shall be subject to the approval
                rights of Landlord and Landlord's architect and/or engineer with
                respect to the plans and specifications of the Dish/Antenna, the
                manner in which the Dish/Antenna is attached to the roof of the
                Building and the manner in which any cables are run to and from
                the Dish/Antenna. The precise specifications and a general
                description of the Dish/Antenna along with all documents
                Landlord reasonably requires to review the installation of the
                Dish/Antenna (the "Plans and Specifications") shall be submitted
                to Landlord for Landlord's written approval no later than 20
                days before Tenant commences to install the Dish/Antenna. Tenant
                shall be solely responsible for obtaining all necessary
                governmental and regulatory approvals and for the cost of
                installing, operating, maintaining and removing the
                Dish/Antenna. Tenant shall notify Landlord upon completion of
                the installation of the Dish/Antenna. If Landlord determines
                that the Dish/Antenna equipment does not comply with the
                approved Plans and Specifications, that the Building has been
                damaged during installation of the Dish/Antenna or that the
                installation was defective, Landlord shall notify Tenant of any
                noncompliance or

                                       15

<PAGE>

                detected problems and Tenant immediately shall cure the defects.
                If the Tenant fails to immediately cure the defects, Tenant
                shall pay to Landlord upon demand the cost, as reasonably
                determined by Landlord, of correcting any defects and repairing
                any damage to the Building caused by such installation. If at
                any time Landlord, in its reasonable discretion, deems it
                necessary, Tenant shall provide and install, at Tenant's sole
                cost and expense, appropriate aesthetic screening, reasonably
                satisfactory to Landlord, for the Dish/Antenna (the "Aesthetic
                Screening").

        B.      Landlord agrees that Tenant, upon reasonable prior written
                notice to Landlord, shall have access to the roof of the
                Building and the Roof Space for the purpose of installing,
                maintaining, repairing and removing the Dish/Antenna, the
                appurtenances and the Aesthetic Screening, if any, all of which
                shall be performed by Tenant or Tenant's authorized
                representative or contractors, which shall be approved by
                Landlord, at Tenant's sole cost and risk. It is agreed, however,
                that only authorized engineers, employees or properly authorized
                contractors of Tenant, FCC (defined below) inspectors, or
                persons under their direct supervision will be permitted to have
                access to the roof of the Building and the Roof Space. Tenant
                further agrees to exercise firm control over the people
                requiring access to the roof of the Building and the Roof Space
                in order to keep to a minimum the number of people having access
                to the roof of the Building and the Roof Space and the frequency
                of their visits.

        C.      It is further understood and agreed that the installation,
                maintenance, operation and removal of the Dish/Antenna, the
                appurtenances and the Aesthetic Screening, if any, is not
                permitted to damage the Building or the roof thereof, or
                interfere with the use of the Building and roof by Landlord.
                Subject to the provisions of Article XVI of the Lease, Tenant
                agrees to be responsible for any damage caused to the roof or
                any other part of the Building, which may be caused by Tenant
                or any of its agents or representatives.

        D       Tenant agrees to install only equipment of types and frequencies
                which will not cause unreasonable interference to Landlord or
                existing tenants of the Building. In the event Tenant's
                equipment causes such interference, Tenant will change the
                frequency on which it transmits and/or receives and take any
                other steps necessary to eliminate the interference. If said
                interference cannot be eliminated within a reasonable period of
                time, in the judgment of Landlord, then Tenant agrees to remove
                the Dish/Antenna from the Roof Space.

        E.      Tenant shall, at its sole cost and expense, and at its sole
                risk, install, operate and maintain the Dish/Antenna in a good
                and workmanlike manner, and in compliance with all Building,
                electric, communication, and safety codes, ordinances,
                standards, regulations and requirements, now in effect or
                hereafter promulgated, of the Federal Government, including,
                without limitation, the Federal Communications Commission (the
                "FCC"), the Federal Aviation Administration ("FAA") or any
                successor agency of either the FCC or FAA having jurisdiction
                over radio or telecommunications, and of the state, city and
                county in which the Building is located. Under this Lease, the
                Landlord and its agents assume no responsibility for the
                licensing, operation and/or maintenance of Tenant's equipment.
                Tenant has the responsibility of carrying out the terms of its
                FCC license in all respects. The Dish/Antenna shall be connected
                to Landlord's power supply in strict compliance with all
                applicable Building, electrical, fire and safety codes. Neither
                Landlord nor its agents shall be liable to Tenant for any
                stoppages or shortages of electrical power furnished to the
                Dish/Antenna or the Roof Space because of any act, omission or
                requirement of the public utility serving the Building, or the
                act or omission of any other tenant, invitee or licensee or
                their respective agents, employees or contractors, or for any
                other cause beyond the reasonable control of Landlord, and
                Tenant shall not be entitled to any rental abatement for any
                such stoppage or shortage of electrical power. Neither Landlord
                nor its agents shall have any responsibility or liability for
                the conduct or safety of any of Tenant's representatives,
                repair, maintenance and engineering personnel while in or on any
                part of the Building or the Roof Space.

        F.      The Dish/Antenna, the appurtenances and the Aesthetic Screening,
                if any, shall remain the personal property of Tenant, and shall
                be removed by Tenant at its own expense at the expiration or
                earlier termination of this Lease or Tenant's right to
                possession hereunder. Tenant shall repair any damage caused by
                such removal, including the patching of any holes to match, as
                closely as possible, the

                                       16

<PAGE>

                color surrounding the area where the equipment and appurtenances
                were attached. Tenant agrees to maintain all of the Tenant's
                equipment placed on or about the roof or in any other part of
                the Building in proper operating condition and maintain same in
                satisfactory condition as to appearance and safety in Landlord's
                sole discretion. Such maintenance and operation shall be
                performed in a manner to avoid any interference with any other
                tenants or Landlord. Tenant agrees that at all times during the
                Term, it will keep the roof of the Building and the Roof Space
                free of all trash or waste materials produced by Tenant or
                Tenant's agents, employees or contractors.

        G       In light of the specialized nature of the Dish/Antenna, Tenant
                shall be permitted to utilize the services of its choice for
                installation, operation, removal and repair of the Dish/Antenna,
                the appurtenances and the Aesthetic Screening, if any, subject
                to the reasonable approval of Landlord. Notwithstanding the
                foregoing, Tenant must provide Landlord with prior written
                notice of any such installation, removal or repair and
                coordinate such work with Landlord in order to avoid voiding or
                otherwise adversely affecting any warranties granted to Landlord
                with respect to the roof. If necessary, Tenant, at its sole cost
                and expense, shall retain any contractor having a then existing
                warranty in effect on the roof to perform such work (to the
                extent that it involves the roof), or, at Tenant's option, to
                perform such work in conjunction with Tenant's contractor. In
                the event the Landlord contemplates roof repairs that could
                affect Tenant's Dish/Antenna, or which may result in an
                interruption of the Tenant's telecommunication service, Landlord
                shall formally notify Tenant at least 30 days in advance (except
                in cases of an emergency) prior to the commencement of such
                contemplated work in order to allow Tenant to make other
                arrangements for such service.

        H       Tenant shall not allow any provider of telecommunication, video,
                data or related services ("Communication Services") to locate
                any equipment on the roof of the Building or in the Roof Space
                for any purpose whatsoever, nor may Tenant use the Roof Space
                and/or Dish/Antenna to provide Communication Services to an
                unaffiliated tenant, occupant or licensee of another building,
                or to facilitate the provision of Communication Services on
                behalf of another Communication Services provider to an
                unaffiliated tenant, occupant or licensee of the Building or any
                other building.

                Tenant acknowledges that Landlord may at some time establish a
                standard license agreement (the "License Agreement") with
                respect to the use of roof space by tenants of the Building.
                Tenant, upon request of Landlord, shall enter into such License
                Agreement with Landlord provided that such agreement does not
                materially alter the rights of Tenant hereunder with respect to
                the Roof Space.

        J       Tenant specifically acknowledges and agrees that the terms and
                conditions of Article XIV of the Lease (Indemnity and Waiver of
                Claims) shall apply with full force and effect to the Roof Space
                and any other portions of the roof accessed or utilized by
                Tenant, its representatives, agents, employees or contractors.

        K.      If Tenant defaults under any of the terms and conditions of this
                Section or the Lease, and Tenant fails to cure said default
                within the time allowed by Article XIX of the Lease, Landlord
                shall be permitted to exercise all remedies provided under the
                terms of the Lease, including removing the Dish/Antenna, the
                appurtenances and the Aesthetic Screening, if any, and restoring
                the Building and the Roof Space to the condition that existed
                prior to the installation of the Dish/Antenna, the appurtenances
                and the Aesthetic Screening, if any. If Landlord removes the
                Dish/Antenna, the appurtenances and the Aesthetic Screening, if
                any, as a result of an uncured default, Tenant shall be liable
                for all costs and expenses Landlord incurs in removing the
                Dish/Antenna, the appurtenances and the Aesthetic Screening, if
                any, and repairing any damage to the Building, the roof of the
                Building and the Roof Space caused by the installation,
                operation or maintenance of the Dish/Antenna, the appurtenances,
                and the Aesthetic Screening, if any.

        L.      Additional Dish/Antennas. If Tenant requests and Landlord
                approves additional Dish/Antennas either on Building 4 or on
                Building 3, Tenant shall be required to pay an amount equal to
                $75.00 per month for each additional Dish/Antenna which shall be
                installed in the future.

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<PAGE>

XIII.   EMERGENCY GENERATOR (WITH TANK).

        A.      Tenant, subject to Landlord's review and approval of Tenant's
                plans therefor, shall have the right to install a supplemental
                generator (the "Generator") and an above ground fuel tank (the
                "Tank") in size and capacity mutually agreed upon by Landlord
                and Tenant, and an Uninterruptible Power Source including an
                automatic transfer switch ("UPS") to provide emergency
                additional electrical capacity to the Premises during the Term.
                Tenant's plans for the Generator and the Tank shall include a
                secondary containment system to protect against and contain any
                release of hazardous materials. The Generator, the Tank, and the
                UPS shall be placed at the location to be mutually agreed to by
                Landlord and Tenant (the "Generator Area"). Notwithstanding the
                foregoing, Tenant's right to install the Generator, the Tank,
                and the UPS shall be subject to Landlord's approval of the
                manner in which the Generator, the Tank, and the UPS are
                installed, the manner in which any fuel pipe is installed, the
                manner in which any ventilation and exhaust systems are
                installed, the manner in which any cables are run to and from
                the Generator to the Premises and the measures that will be
                taken to eliminate any vibrations or sound disturbances from the
                operation of the Generator, including, without limitation, any
                necessary 2 hour rated enclosures or sound installation.
                Landlord shall have the right to require an acceptable enclosure
                to hide or disguise the existence of the Generator and the Tank
                and to minimize any adverse effect that the installation of the
                Generator and the Tank may have on the appearance of the
                Building and Property. Tenant shall be solely responsible for
                obtaining all necessary governmental and regulatory approvals
                and for the cost of installing, operating, maintaining and
                removing the Generator, the Tank, and the UPS. Tenant shall not
                install or operate the Generator, the Tank, or the UPS until
                Tenant has obtained and submitted to Landlord copies of all
                required governmental permits, licenses and authorizations
                necessary for the installation and operation of the Generator,
                the Tank, and the UPS. In addition to, and without limiting
                Tenant's obligations under the Lease, Tenant shall comply with
                all applicable environmental and fire prevention Laws pertaining
                to Tenant's use of the Generator Area. Tenant shall also be
                responsible for the cost of all utilities consumed in the
                operation of the Generator, the Tank, and the UPS.
                Notwithstanding anything herein to the contrary, if Tenant does
                not install the Generator and the Tank on or before March
                31, 2005, or if Tenant, after installation, removes the
                Generator or the Tank from the Generator Area for reasons other
                than the repair and replacement of the Generator, Tenant's right
                to install and maintain the Generator and the Tank and to use
                the Generator Area shall be null and void.

        B.      Tenant shall be responsible for assuring that the installation,
                maintenance, operation and removal of the Generator, the Tank,
                and the UPS shall in no way damage any portion of the Building
                or Property. To the maximum extent permitted by Law, the
                Generator, the Tank, and the UPS and all appurtenances in the
                Generator Area shall be at the sole risk of Tenant, and Landlord
                shall have no liability to Tenant if the Generator, the Tank,
                the UPS or any appurtenances installations are damaged for any
                reason. Tenant agrees to be responsible for any damage caused to
                the Building or Property in connection with the installation,
                maintenance, operation or removal of the Generator and, in
                accordance with the terms of Article XIV of the Lease, to
                indemnify, defend and hold Landlord and the Landlord Related
                Parties harmless from all liabilities, obligations, damages,
                penalties, claims, costs, charges and expenses, including,
                without limitation, reasonable architects' and attorneys' fees
                (if and to the extent permitted by Law), which may be imposed
                upon, incurred by, or asserted against Landlord or any of the
                Landlord Related Parties in connection with the installation,
                maintenance, operation or removal of the Generator, the Tank,
                and the UPS, including, without limitation, any environmental
                and hazardous materials claims. In addition to, and without
                limiting Tenant's obligations under the Lease, Tenant covenants
                and agrees that the installation and use of the Generator and
                the Tank and appurtenances shall not adversely affect the
                insurance coverage for the Building. If for any reason, the
                installation or use of the Generator, the Tank and/or the
                appurtenances shall result in an increase in the amount of the
                premiums for such coverage, then Tenant shall be liable for the
                full amount of any such increase.

        C.      Tenant shall be responsible for the installation, operation,
                cleanliness, maintenance and removal of the Generator, the Tank,
                and the UPS and the appurtenances, all of which shall remain the
                personal property of Tenant, and

                                       18

<PAGE>

                shall be removed by Tenant at its own expense at the expiration
                or earlier termination of the Lease. Tenant shall repair any
                damage caused by such removal, including the patching of any
                holes to match, as closely as possible, the color surrounding
                the area where the Generator, the Tank, the UPS and
                appurtenances were attached. Such maintenance and operation
                shall be performed in a manner to avoid any unreasonable
                interference with any other tenants or Landlord. Tenant shall
                take the Generator Area "as is" in the condition in which the
                Generator Area is in as of the Commencement Date, without any
                obligation on the part of Landlord to prepare or construct the
                Generator Area for Tenant's use or occupancy. Without limiting
                the foregoing, Landlord makes no warranties or representations
                to Tenant as to the suitability of the Generator Area for the
                installation and operation of the Generator or the Tank. Tenant
                shall have no right to make any changes, alterations, additions,
                decorations or other improvements to the Generator Area without
                Landlord's prior written consent. Tenant agrees to maintain the
                Generator and the Tank, including without limitation, any
                enclosure installed around the Generator and the Tank in good
                condition and repair. Tenant shall be responsible for performing
                any maintenance and improvements to any enclosure surrounding
                the Generator and the Tank so as to keep such enclosure in good
                condition.

        D.      Tenant, upon prior notice to Landlord and subject to the rules
                and regulations enacted by Landlord, shall have access to the
                Generator, the Tank, the UPS and their surrounding areas for the
                purpose of installing, repairing, maintaining and removing said
                Generator, the Tank, and UPS.

        E.      Tenant shall only test the Generator before or after Normal
                Business Hours and at a time mutually agreed to in writing by
                Landlord and Tenant in advance. Tenant shall be permitted to use
                the Generator Area solely for the maintenance and operation of
                the Generator and the Tank, and the Generator, Tank and
                Generator Area are solely for the benefit of Tenant. All
                electricity generated by the Generator may only be consumed by
                Tenant in the Premises.

        F.      Landlord shall have no obligation to provide any services,
                including, without limitation, electric current, to the
                Generator Area.

        G.      Tenant shall have no right to sublet the Generator Area or to
                assign its interest hereunder.

        H.      Notwithstanding anything to the contrary contained herein, if at
                any time during the Term Landlord determines in its sole but
                bona fide business judgement, that the Generator, Tank and/or
                any appurtenances materially interfere with the operations of
                the Building or may violate or give rise to penalties under
                applicable Laws (including, without limitation, any ordinances
                governing noise levels or hazardous materials), then Tenant
                shall, upon notice from Landlord, cease any further operation of
                the Generator and Tank (provided, that Landlord will use
                reasonable efforts to cooperate with Tenant to locate a suitable
                alternative for the Generator and/or Tank). From and after such
                notice by Landlord, Tenant shall have no further right to
                operate the Generator or Tank unless and until Tenant shall have
                redesigned, modified and/or relocated (as described above) the
                Generator, Tank and/or installations in a manner approved by
                Landlord, provided however, that Landlord's approval of such
                redesign and modification shall constitute the mere permission
                to operate the Generator and the Tank, which permission shall in
                no event be construed to abrogate or diminish Landlord's rights
                or Tenant's obligations under this Section XIII or the Lease.

                Tenant shall not be obligated to pay Landlord any Additional
                Rent or fee for the use of the Generator Area.

XIV.    STORAGE. Subject to Landlord and Sierra On-Line ("Sierra") mutually
        executing and delivering a termination agreement with respect to
        Sierra's lease of the Storage Space (defined below), Landlord shall
        provide approximately 762 square feet of storage space under the
        Building (the "Storage Space") at a rate of $10.00 per square foot per
        annum during the Initial Term. If Landlord and Sierra do not enter into
        such a termination agreement, Landlord shall construct storage space for
        Tenant with a minimum of 500 square feet. The Additional Rent payable by
        Tenant for such new storage space shall be equal to $10.00 per square
        foot per annum during the Initial Term. Tenant shall pay no share of
        Expenses or Taxes for either storage space.

                                       19

<PAGE>

        BUILDING SECURITY SYSTEM. Tenant shall have the right to use the
        existing card-key security system to access the Building and Building
        elevators. In addition, Landlord shall provide initial security cards to
        Tenant at no additional cost. There shall be a standard fee charged for
        replacement cards. Security provided at the Sunset North Corporate
        Campus incorporates a security patrol service. Exterior building doors
        are locked between the hours of approximately 6:00 p.m. - 6:00 a.m.
        Monday through Friday and 24 hours on Saturday and Sunday.

        REPRESENTATIONS. Landlord represents to Tenant that to the best of
        Landlord's actual knowledge, the Building does not, on the date of this
        Lease, contain any asbestos containing building materials or other
        hazardous materials in violation of the legal limitations imposed by
        laws applicable to the Building as of the date of this Lease.

        PUBLICITY. The Landlord and Landlord Related Parties expressly agree
        that there shall be no press releases or other publicity originated by
        the parties hereto, or any representatives thereof, concerning this
        Lease, without the prior written consent of Tenant.

XVIII.  TELECOMMUNICATIONS CABLING AND CONDUIT.

        A.      Definitions.

                1       "Conduit" shall mean:

                        (a)     A pipe installed by Tenant in the ground
                                underneath the Common Areas of the Property for
                                the purposes of containing and protecting the
                                Tenant's Cable (as hereinafter defined), and
                                other optical fibers, and co-axial, copper or
                                other wires installed with Landlord's permission
                                in the Conduit.

                        (b)     A pipe, subject to the prior written approval of
                                Landlord, installed by Tenant to construct,
                                install and maintain conduits for routing
                                Tenant's Cable from the nearest public right of
                                way to Building 4 and, on or about the Building
                                3 Must Take Commencement Date, permission to use
                                one (1) interduct currently installed within
                                Landlord's conduit between Building 3 and
                                Building 4 (as well as a second (2nd) interduct
                                in such conduit following February 28, 2003). In
                                addition, subject to Landlord's approval,
                                Landlord will permit Tenant's telecommunications
                                carrier (i.e., AT&T) to enter into Buildings 3
                                and 4 for installation within the parking garage
                                telecommunications closet of facilities
                                necessary to provide telecommunication services
                                solely for the benefit of Tenant.

                        (c)     A pipe to connecting communications conduits, if
                                any, to the public right of way to the Building.
                                The Conduit installed by Tenant shall be no more
                                than four inches (4") in diameter (unless a
                                greater size is either specified by Landlord or
                                approved in writing by Landlord). The location
                                of the Conduit shall be subject to the prior
                                approval of Landlord.

                2.      "Tenant's Cable", as used in this Section, shall mean
                        the optical fibers, co-axial and/or copper wires
                        installed by or on behalf of Tenant for the use of
                        Tenant located in the Conduit. The optical fibers,
                        co-axial and/or copper wires which comprise the Tenant's
                        Cable shall either be encased in an aluminum sleeve or
                        other fire retardant material or placed in an EMT
                        conduit.

                3.      "Communication Services" shall mean phone or computer
                        network services as Tenant may lawfully provide for its
                        own, internal business purposes to its Premises, but
                        expressly excludes any services of any kind to third
                        parties (including other tenants). Expedia reserves the
                        right to share networks with partners as deemed
                        appropriate by Expedia.

        B.      Grant of License.

                1.      Subject to and upon the terms herein set forth, Landlord
                        grants Tenant a license to install the Conduit for
                        Tenant's exclusive use and to install, maintain,
                        operate, repair and replace the Tenant's Cable in the
                        Conduit

                                       20

<PAGE>

                        solely for Communication Services and for no other
                        purposes (collectively, the "Communications Work").
                        Tenant shall have no right to remove the Conduit or the
                        Tenant's Cable as said Conduit and Tenant's Cable will
                        become the property of Landlord.

                2.      Tenant shall not perform its installation of the Conduit
                        or any installation, replacement, modification, or
                        enhancement of any Tenant's Cable without first
                        obtaining Landlord's prior approval, which approval
                        shall not be unreasonably withheld or delayed. Prior to
                        starting the Communications Work, Tenant shall furnish
                        Landlord with plans and specifications; names of
                        contractors reasonably for Landlord's approval; copies
                        of contracts; necessary permits and approvals; evidence
                        of contractor's and subcontractor's insurance in amounts
                        reasonably required by Landlord; and any security for
                        performance that is reasonably required by Landlord.
                        Changes to the plans and specifications must also be
                        submitted to Landlord for Landlord's approval. The plans
                        provided to Landlord shall include, at a minimum,
                        electrical requirements and grounding, heat load, number
                        of Cables and the size of Conduit required, and shall
                        specifically identify any bore holes and other
                        penetration or damage that will be done to the Building
                        in connection with the installation of the Cable.
                        Landlord agrees that if the proposed Cable and Conduit
                        are internal to the Premises, then no consent of
                        Landlord prior to installation is required. The
                        Communications Work shall be constructed in a good and
                        workmanlike manner using materials of a quality that is
                        at least equal to the quality designated by Landlord as
                        the minimum standard for the Building. Tenant shall use
                        commercially reasonable efforts to diligently complete
                        the Communications Work with due dispatch and as soon as
                        reasonably practical. Landlord shall designate the
                        minimum point of entry and network interface will be
                        designated by Landlord; in accordance with the public
                        utility commission and other governmental authority with
                        jurisdiction over such matters in the state in which the
                        building is located. Landlord may designate reasonable
                        rules, regulations and procedures for the performance of
                        the Communications Work and, to the extent reasonably
                        necessary to avoid disruption to the occupants of the
                        building, shall have the right to designate the time
                        when such Communications Work may be performed. Tenant's
                        Cable and Communications Work shall be performed during
                        normal business hours unless Tenant obtains prior
                        written approval by Landlord. Tenant shall reimburse
                        Landlord within thirty (30) days after receipt of an
                        invoice for reasonable sums paid by Landlord for third
                        party examination of Tenant's plans for such
                        Communications Work. Upon completion, Tenant shall
                        furnish "as-built" plans, completion affidavits, full
                        and final waivers of lien in recordable form, and
                        receipted bills covering all labor and materials. Tenant
                        shall assure that such Communications Work complies with
                        all insurance requirements and laws. Landlord's approval
                        of the Communications Work shall not be a representation
                        by Landlord that the Communications Work complies with
                        applicable laws or will be adequate for Tenant's use.
                        All installations, improvements and alterations made by
                        Tenant shall be at its sole cost and expense.

                3.      Tenant acknowledges that Landlord has no obligation to
                        assure or guarantee Tenant any right of use of property
                        not owned by Landlord to make connections to public
                        streets, utilities or adjacent buildings that may be
                        necessary for the operation of Tenant's Communication
                        Services in the Building. Tenant also acknowledges that
                        Landlord has no obligation to assure or guarantee Tenant
                        the necessary connections to public streets, utilities
                        or adjacent buildings that may be necessary for the
                        operation of Tenant's Communication Services in the
                        Building. Its is solely the responsibility of Tenant to
                        negotiate agreements with public utilities or third
                        parties for these connections. Landlord shall cooperate
                        with Tenant, at Tenant's sole cost and expense, in
                        obtaining third party permits, easements or agreements
                        necessary for Tenant to exercise the rights granted to
                        Tenant herein. In areas owned by Landlord within the
                        immediate area of the Building, Landlord shall provide
                        Tenant access necessary for the operation of the
                        Communication Services subject to restrictions in
                        existing agreements (such as ground leases) or
                        instruments of record in the public land records where
                        title to the Building or underlying property is
                        recorded.

                                       21

<PAGE>

                4       Prior to commencing the Telecommunications Work, Tenant
                        shall obtain any necessary licenses or permits. Landlord
                        shall have the right to be present during Tenant's
                        installation of the Tenant's Cable and the Conduit.
                        Tenant represents that, to the best of its knowledge,
                        the Communications Work will not interfere with any
                        currently existing easements or other rights of third
                        parties with respect to the Property.

                5       In the event Tenant or any of its agents,
                        representatives, employees, invitees, contractors, or
                        subcontractors cause damage to the Building or the
                        Property other than normal wear and tear, or cause
                        damage to the property of licensees or tenants at the
                        Property, or other third parties, then, at Landlord's
                        option:

                        (i)     Tenant shall, at Tenant's sole cost, repair such
                                damage in a timely manner and to Landlord's
                                reasonable satisfaction

                        (ii)    At Landlord's option, Landlord shall repair such
                                damage at Tenant's sole cost and expense. If
                                Landlord elects to repair the damage itself,
                                Tenant shall, within thirty (30) days of demand,
                                pay to Landlord as Additional Rent all costs and
                                expenses associated with or arising from such
                                work. After the completion of the Communications
                                Work, Tenant, at Tenant's sole cost and expense,
                                shall repair and restore all landscaping,
                                sidewalks, curbs and other aspects of the
                                Property to the condition which exists prior to
                                the commencement of the Communications Work.

                6.      [INTENTIONALLY OMITTED]

                7.      Tenant will be solely responsible for the installation,
                        maintenance, and repair of the Tenant's Cable, and
                        Tenant shall maintain the Tenant's Cable in a
                        first-class condition. Tenant shall have no right to
                        remove Tenant's Cable, and Tenant shall have no right to
                        maintain, repair, remove or replace the Conduit. Any
                        interruption or termination of, Telecommunications
                        Services due to the application of Laws, the failure of
                        any equipment, the performance of repairs, improvements
                        or alterations, or the occurrence of any event or cause
                        beyond the reasonable control of Landlord shall not
                        render Landlord liable to Tenant, constitute a
                        constructive eviction of Tenant, give rise to an
                        abatement of Base Monthly Rent, nor relieve Tenant from
                        the obligation to fulfill any covenant or agreement.

                8.      Tenant shall not allow any unaffiliated provider of
                        telecommunication, video, data or related services
                        ("Communication Services") to locate any equipment in
                        the Conduit for any purpose whatsoever, nor may Tenant
                        use the Conduit or the Tenant's Cable to provide
                        Communication Services to an unaffiliated tenant,
                        occupant or licensee of the Building or any other
                        building, or to facilitate the provision of
                        Communication Services on behalf of another
                        Communication Services provider to an unaffiliated
                        tenant, occupant or licensee of the Building or any
                        other building.

                9.      At the revocation, expiration or termination of either
                        the Lease, Tenant shall quit and surrender the Conduit
                        and the Tenant's Cable in good order, condition and
                        repair.

XIX.    LOADING DOCK. Tenant will cooperate with bSquare in order to allow
        bSquare to have temporary access to the loading dock serving the 1st
        floor of the Building in order to vacate from space leased by bSquare in
        the Building. Tenant will have the right to require that bSquare (i)
        provide evidence of insurance (naming Tenant as an additional insured)
        and (ii) comply with Tenant's reasonable security requirements in
        connection therewith.

XX.     POST OFFICE BOXES. Landlord shall install, at Landlord's expense,
        mailboxes meeting Postal Service requirements for a multi-tenant
        building in the "A" level of the Building garage.

                                       22

<PAGE>

                                    EXHIBIT F

                                LETTER OF CREDIT

                         ______________________________
                         [Name of Financial Institution]

                                             Irrevocable Standby
                                             Letter of Credit
                                             No.________________________________
                                             Issuance Date:_____________________
                                             Expiration Date:___________________
                                             Applicant:    Expedia, Inc.,
                                                           a Washington
                                                           corporation

Beneficiary

EOP-SUNSET NORTH BELLEVUE, L.L.C.,
c/o Equity Office Properties Trust
3180 139th Avenue SE, Suite 290
Bellevue, WA 98005
Attention: Property Manager

Ladies/Gentlemen:

        We hereby establish our Irrevocable Standby Letter of Credit in your
favor for the account of the above referenced Applicant in the amount of
_______________ and ____/100 U.S. Dollars ($__________) available for payment at
sight by your draft drawn on us when accompanied by the following documents:

1.      An original copy of this Irrevocable Standby Letter of Credit.

2.      Beneficiary's dated statement purportedly signed by an authorized
        signatory or agent reading: "This draw in the amount of
        _____________________ U.S. Dollars ($_______) under your Irrevocable
        Standby Letter of Credit No. _______________ represents funds due and
        owing to us pursuant to the terms of that certain lease by and between
        __________________, as landlord, and _________________, as tenant,
        and/or any amendment to the lease or any other agreement between such
        parties related to the lease."

        It is a condition of this Irrevocable Standby Letter of Credit that it
will be considered automatically renewed for a one year period upon the
expiration date set forth above and upon each anniversary of such date, unless
at least 60 days prior to such expiration date or applicable anniversary
thereof, we notify you in writing that we elect not to so renew this Irrevocable
Standby Letter of Credit. A copy of any such notice shall also be sent to:
Equity Office Properties Trust, 2 North Riverside Plaza, Suite 2100, Chicago,
Illinois 60606, Attention: Treasury Department. Any such notice shall be
delivered by hand or by recognized overnight courier service and shall be deemed
given upon delivery if by hand or one business day after deposit with such
overnight courier service. In addition to the foregoing, we understand and agree
that you shall be entitled to draw upon this Irrevocable Standby Letter of
Credit in accordance with 1 and 2 above in the event that we elect not to renew
this Irrevocable Standby Letter of Credit and, in addition, you provide us with
a dated statement purportedly signed by an authorized signatory or agent of
Beneficiary stating that the Applicant has failed to provide you with an
acceptable substitute irrevocable standby letter of credit in accordance with
the terms of the above referenced lease. We further acknowledge and agree that:
(a) upon receipt of the documentation required herein, we will honor your draws
against this Irrevocable Standby Letter of Credit without inquiry into the
accuracy of Beneficiary's signed statement and regardless of whether Applicant
disputes the content of such statement; (b) this Irrevocable Standby Letter of
Credit shall permit partial draws and, in the event you elect to draw upon less
than the full stated amount hereof, the stated amount of this Irrevocable
Standby Letter of Credit shall be automatically reduced by the amount of such
partial draw; and (c) you shall be entitled to transfer your interest in this
Irrevocable Standby Letter of Credit from time to time and more than one time
without our approval and without charge. In the event of a transfer, we reserve
the right to require reasonable evidence of such transfer as a condition to any
draw hereunder.

                                        1

<PAGE>

        This Irrevocable Standby Letter of Credit is subject to the Uniform
Customs and Practice for Documentary Credits (1993 revision) ICC Publication
No.500.

        We hereby engage with you to honor drafts and documents drawn under and
in compliance with the terms of this Irrevocable Standby Letter of Credit.

        All communications to us with respect to this Irrevocable Standby Letter
of Credit must be addressed to our office located at ___________________________
_____________________________________ to the attention of ______________________
__________________________, and must be delivered by hand or by a recognized
overnight courier service. Such notice shall be deemed given upon delivery if
delivered by hand or one business day after deposit with such overnight courier
service.

                                             Very truly yours,

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

                                                       [name]
                                             --------------------------

                                                      [title]
                                             --------------------------

                                        2

<PAGE>

                                    EXHIBIT G

                       JANITORIAL CLEANING SPECIFICATIONS

Janitorial services will cover the specifications as follows and it is expected
that all building areas will be maintained and the necessary spot cleanings
performed to ensure the continued satisfaction of the EOP client and employee
base. Equity Office has the right to change the specs from time to time.
Services shall include, not be limited to, the following:

1)      OFFICE AREAS (ALL FLOORS)

        a)      NIGHTLY SERVICES (FIVE (5) NIGHTS PER WEEK)

                i)      Empty all waste receptacles. Clean, and reline when
                        needed. Remove material to designated areas.

                ii)     Remove recycling material when container is full (see
                        weekly).

                iii)    Vacuum all carpeted main traffic and use areas,
                        including conference rooms, with the exception of
                        individual offices (see weekly). Spot vacuum/clean all
                        others areas as needed.

                iv)     Wash and sanitize all drinking fountains.

                v)      Damp mop spillage in uncarpeted office areas.

                vi)     Spot clean carpets to remove light spillage. Report
                        large spills and stains to supervisor.

                        Assure all designated locked doors are closed after area
                        has been cleaned.

                        Activate all alarm systems as instructed by occupant (if
                        applicable).

                ix)     Arrange chairs at desk and conference room tables and
                        turn off lights upon exiting.

                x)      Spot clean conference room tables if necessary and
                        remove any remaining food items.

                xi)     Clean all lunchroom/eating areas. Wash and wipe tables
                        and counter tops and clean sinks. Pour water down all
                        sinks weekly to ensure elimination of odor. Remove scuff
                        marks on floor as needed.

        b)      WEEKLY SERVICES

                i)      Remove recycling material when container is full.

                ii)     Vacuum all carpeted areas completely, private offices
                        and cubicle interiors, desk knee area spaces and under
                        waste containers.

                iii)    Dust and wipe clean with damp or treated cloth all
                        office furniture, files, and cubicle partition tops, (DO
                        NOT MOVE PAPERS).

                iv)     Remove all finger marks and smudges from all vertical
                        surfaces, including doors, door frames, around light
                        switches, private entrance glass, and partitions.

                v)      Damp wipe and polish all glass furniture tops.

                vi)     Damp mop hard surfaced floors and/or uncarpeted surface
                        floors.

                        Sweep uncarpeted floors employing dust control
                        techniques with exception of lunchroom (which is to be
                        performed nightly).

                                        1

<PAGE>

        c)      MONTHLY SERVICES

                i)      Dust and wipe clean chair bases and arms, telephones,
                        cubicle shelves, window sills, relite ledges and all
                        other horizontal surfaces as needed to maintain clean
                        appearance (DO NOT MOVE PAPERS).

                ii)     Edge vacuum all carpeted areas, as needed.

2)      RESTROOMS

        a)      NIGHTLY SERVICES (FIVE (5) NIGHTS PER WEEK)

                i)      Clean and sanitize all mirrors, brightwork, countertops
                        and enameled surfaces.

                ii)     Wash and disinfect all basins, urinals, bowls (cleaning
                        underside of rim) and fixtures using scouring powder to
                        remove stains.

                iii)    Wash both sides of all toilet seats with soap and/or
                        disinfectant.

                iv)     Clean flushometers, piping, toilet seat hinges, and
                        other metal.

                v)      Empty, clean, and damp wipe all waste receptacles.

                vi)     Sweep, wet mop, and sanitize entire floor, including
                        around toilet seats and under urinals.

                        Damp wipe all walls, partitions, doors, and outside
                        surfaces of all dispensers, as needed.

                        Fill toilet paper, soap, towels, and sanitary napkin
                        dispensers (if applicable).

                ix)     Wash and disinfect all showers including shower walls,
                        floors, brightwork and doors (if applicable).

                x)      Wash or replace trash liner.

3)      LOBBY, ELEVATOR, CORRIDOR, INTERIOR STAIRWAYS AND ENTRANCE AREAS

        a)      NIGHTLY SERVICE (FIVE (5) NIGHTS PER WEEK)

                i)      Sweep and wet mop all stone, vinyl or composition lobby
                        floors.

                ii)     Vacuum and spot clean all carpeted floor and mats.

                iii)    Dust and polish all brightwork, including mirrors and
                        elevator call buttons.

                iv)     Dust and polish all metal surfaces in elevators,
                        including tracks, and elevator doors.

                v)      Vacuum and spot clean all carpet in elevators.

                vi)     Clean and polish all trash receptacles

                        Dust all fire extinguisher cabinets and/or units.

                        Spot clean all doors.

                ix)     All furniture should be cleaned as necessary (including
                        directories).

                x)      Wash, disinfect and dry polish water coolers (if
                        applicable).

                xi)     Clean glass entrance doors, adjacent glass panels and
                        tracks (i.e. relites) (if applicable).

                xii)    Sweep and/or vacuum all interior stairways and landings
                        (if applicable).

                        Maintain lobby floor as recommended by manufacturer.

                                        2

<PAGE>

4)      JANITORIAL ITEMS/AREAS

        a)      NIGHTLY SERVICES (FIVE (5) NIGHTS PER WEEK)

                i)      Keep janitorial rooms in a clean, neat and orderly
                        condition.

                ii)     Maintain all janitorial carts and equipment in safe and
                        clean condition.

5)      FITNESS CENTER (IF APPLICABLE) (PLEASE BREAK OUT COST AS SEPARATE BID)

        a)      NIGHTLY SERVICE

                i)      Vacuum all exposed carpeted floors.

                ii)     Spot clean all mirrors and walls.

                iii)    Spray and disinfect fitness center equipment nightly.

        b)      WEEKLY SERVICES

                i)      Edge vacuum all carpeted areas, as needed.

                ii)     Dust all ledges, as needed.

                iii)    Clean mirrors completely.

                iv)     Stocking supplies and towels.

6)      LOCKER ROOMS (IF APPLICABLE)

        a)      NIGHTLY SERVICES (FIVE (5) NIGHTS PER WEEK)

                i)      Perform complete building restroom cleaning
                        specifications to restroom and locker room areas.

                ii)     Clean and disinfect showers completely, including walls,
                        doors, floors, and floor drains.

7)      LOADING DOCK, VAN PARKING AREAS

        a)      NIGHTLY SERVICES (FIVE (5) NIGHTS PER WEEK)

                i)      Empty and reline all waste receptacles.

                ii)     Sweep ramps, loading bays and parking areas for trash
                        and cigarette butts.

8)      GENERAL BUILDING COMMON AREA SERVICES

        a)      NIGHTLY SERVICE (FIVE (5) NIGHTS PER WEEK)

                i)      Spot clean and restock, as needed all janitorial service
                        closets.

                ii)     Pick up and compact all recycle trash, including boxes
                        in accordance with tenants recycle specifications.

                iii)    Vacuum all garage lobbies and elevator carpets

                                        3

<PAGE>

                                    EXHIBIT H

                                EXTERIOR SIGNAGE

SUNSET NORTH CORPORATE CAMPUS, BUILDING 4

[PHOTO OF SUNSET NORTH CORPORATE CAMPUS, BUILDING 4]

SUNSET NORTH CORPORATE CAMPUS, BUILDING 3

[PHOTO OF SUNSET NORTH CORPORATE CAMPUS, BUILDING 3]

                                        1

</TEXT>
</DOCUMENT>
