ASPI EUROPE INC
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>8
<FILENAME>ex-10_10.txt
<TEXT>
                                                                   EXHIBIT 10.10


     SUB-SUBLEASE

     THIS  SUB-SUBLEASE  is  entered  into as of May 21,  2001,  between,  Vault
Capital,  Inc., a Washington  corporation  ("Sub-Sublessor"),  and GrowthExperts
Group, Inc., an Alberta, Canada corporation ("Sub-Sublessee").

     RECITALS

     A.   Sub-Sublessor   and  Trados   Corporation,   a  Virginia   corporation
("Sublessor"),  are  parties  to a Sublease  dated as of April 11,  2001 for the
premises described herein and Sublessor and Samis Foundation, Inc., A Washington
501 (c)(3) non-profit  corporation,  ("Landlord"),  are parties to Office Leases
dated as of May 27,  1999 (the "30th  Floor  Leases")  and August 26,  1999 (the
"10th  Floor  Leases")  (the  30th  Floor  Leases  and  the  10th  Floor  Leases
collectively  referred to herein as the "Leases").  A Copy of the  corresponding
Lease(s) is  attached  hereto as Exhibit A.  Pursuant  to the Leases,  Sublessor
leases 2,140 rentable square feet on the 30th floor (the "30th Floor  Premises")
and 1,724 rentable square feet on the 10th floor (the "10th Floor Premises" and,
collectively with the 30th Floor Premises,  the "Leased Premises") from Landlord
at  the  Smith  Tower,  506  Second  Avenue,  Seattle,   Washington  98104  (the
"Building").  The Leased  Premises and the Building are more fully  described in
the Leases.  Capitalized terms used and not defined in this  Sub-Sublease  shall
have the meanings given to them in the Leases.

     B. Sub-Sublessee wishes to Sub-Sublease from Sub-Sublessor a portion of the
Leased Premises (sometimes referred to herein as the "Sub-Subleased Premises").

     AGREEMENT

     In  consideration  of the mutual promises of the parties and for other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, Sub-Sublessor and Sub-Sublessee hereby agree as follows:

1.   Sub-Sublease of Subleased Premises.

     1.1  Sub-Subleased Premises.

          (a)  Sub-Sublessor   hereby   Sub-Subleases  to   Sub-Sublessee,   and
     Sub-Sublessee  hereby  Sub-Subleases from Sub-Sublessor,  the Sub-Subleased
     Premises,  subject  and  pursuant  to the  terms  and  conditions  of  this
     Sub-Sublease.

          (b)  Sub-Sublessor   subleases  to  sub-Sublessee  on  the  terms  and
     conditions  in  this  sub-sublease  the  following  portion  of the  Master
     Premises:  an office in the right N.E. corner in the Master premises on the
     30th floor as outlined on attached Exhibit B.

     1.2 Common Areas. To the extent that  Sub-Sublessor has any right under the
Leases to use  common  areas  and  facilities  within  the  Building,  including
hallways,  stairways  and elevators  necessary  for access to the  Sub-Subleased
Premises, Sub-Sublessee shall have a non-exclusive right to use those facilities
in common with Sub-Sublessor and other tenants and subtenants in the Building.

2.   Term of Sub-Sublease.

     2.1  Sub-Sublease  Term.  Subject  to Section  2.3 below,  the term of this
Sub-Sublease   ("Sub-Sublease   Term")commencing   June  15,   2001,   shall  be
contemporaneous  with the term of the  Lease,  as  defined  therein,  except  as
otherwise provided in this Sub-sublease.


<PAGE>

     2.2 Condition of  Sub-Subleased  Premises.  Sub-Sublessor  shall deliver to
Sub-Sublessee  possession of the Sub-Subleased Premises on the Commencement Date
in an  "as  is,  where-is"  broom  clean  condition.  Sub-Sublessee,  by  taking
possession,  shall be deemed to have accepted without  reservation the condition
of the Sub-Subleased Premises.

     2.3  Failure  to  Deliver  Possession.  If  Sub-Sublessor  fails to deliver
possession of the  Sub-Subleased  Premises to  Sub-Sublessee on the Commencement
Date set  forth  in  Section  2.1,  Sub-Sublessor  shall  have no  liability  to
Sub-Sublessee  by  reason  of such  delay,  the  Expiration  Dates  shall not be
extended,  and the validity and enforceability of this Sub-Sublease shall not be
affected,  but the  Commencement  Date  shall be  extended  to the date on which
Sub-Sublessor delivers possession of the Sub-Subleased Premises to Sub-Sublessee
in the condition required by Section 2.2 above.

          3. Base Rent. Sub-Sub-subtenant will pay to Sub Sublandlord

minimum rent ("Rent"),  without  deduction,  setoff,  notice,  or demand, at the
Master  Premises or at any other place  Sub-Sublandlord  designates by notice to
Sub-subtenant,  Nine Hundred  Dollars and no/100 ($900.) in advance of the first
day of each month of the Term. If Rent is not received by Sub-Sublandlord by the
fifth day of any month in which  such  Rent is due,  Sub-subtenant  shall pay to
Sub-Sublandlord a late charge ("Late Charge") equal fifty dollars ($50.00). This
Late Charge shall not in any way affect the operation of Article Sixteen of this
SUB-SUBLEASE,  nor shall the  provisions  of said  Article  Sixteen  affect  the
payment of the Late Charge under this paragraph.  A $1,800.  (One thousand eight
hundred  dollars)  payment of first  month's rent and  security  deposit will be
paid.  This lease will be on a  month-to-month  basis.  The lease  contract will
automatically renew after each successive twelve month periods with an annual 5%
increase in Sub-subtenant's  rent. Either party may terminate this contract with
30 days written notice.

     3.1  Additional  Rent.   Sub-Sublessee  shall  pay  to  Sub-Sublessor,   as
additional  rent, one hundred  percent (100%) of all Additional  Rent payable by
Sub-Sublessor  to  Landlord  under the  Leases  by  reason  of extra or  special
services   provided   to   Sub-Sublessee   or   the   Sub-Subleased    Premises;
Sub-Sublessee's   use  of  equipment  that  adversely  affects  the  temperature
maintained by the air  conditioning  system or that consumes  higher  amounts of
electricity   than  normal  office  lighting  and  office   equipment;   amounts
reimbursable  to Landlord in connection  with  approvals and consents  sought by
Sub-Sublessee;  Sub-Sublessee's  failure to keep the Sub-Subleased  Premises and
Sub-Sublessee's  fixtures and  personal  property in good order,  condition  and
repair;  and all other acts or omissions  of  Sub-Sublessee  or  Sub-Sublessee's
agents, employees, contractors or invitees.

     4.  Return  of  Sub-Subleased   Premises.  At  the  expiration  or  earlier
termination  of  the   Sub-Sublease   Term,   Sub-Sublessee   shall  return  the
Sub-Subleased  Premises to the  Sub-Sublessor  in the same  condition  as at the
commencement  of the  Sub-Sublease  Term,  except for normal  wear and tear.  At
Sub-Sublessor's  option,  Sub-Sublessor may require  Sub-Sublessee to remove any
fixtures or  alterations  installed  by  Sub-Sublessee  and to repair any damage
occasioned by that removal. The foregoing  notwithstanding,  Sub-Sublessee shall
in all events have the right to remove  Sub-Sublessee's  furniture  and computer
hardware, excluding cabling.

     5. Additional Obligations of Sub-Sublessee.

     5.1   Incorporation  of  Leases.  In  addition  to  the  payment  of  Rent,
Sub-Sublessee  agrees, for the benefit of Sub-Sublessor,  Sublessor and Landlord
that, during the term of this Sub-Sublease, Sub-Sublessee shall perform each and
every one of the  obligations  of the Tenant  under the Leases,  insofar as such
obligations  pertain  to  the  Sub-Subleased  Premises,   excluding  only  those
obligations  expressly  not  incorporated  into  this  Sub-Sublease.  Except  as
otherwise  provided  in this  Section  5.1,  all of the  terms,  covenants,  and
conditions of the Leases shall be incorporated  into this  Sub-Sublease with the
same  force  and  effect  as if the  Sub-Sublessor  were  the  Landlord  and the
Sub-Sublessee  the Tenant under the Leases,  except that each  reference in such
incorporated  provisions  to  "Leases"  shall  be  deemed  a  reference  to this
Sub-Sublease and each reference


<PAGE>

to "Premises" shall be deemed a reference to the  Sub-Subleased  Premises,  and,
except as is otherwise expressly provided in this Sub-Sublease, each party shall
be expressly bound to perform its obligations  thereunder for the benefit of the
other.

     5.2  Subordination of Sub-Sublease to Leases.  This  Sub-Sublease  shall be
subject and  subordinate to the Leases,  and Landlord shall have all rights with
respect to the  Sub-Subleased  Premises  that Landlord has under the Leases with
respect to the Leased Premises.  Sub-Sublessee  has no authority,  and shall not
attempt to exercise any of  Sub-Sublessor's  options (if any exist) to extend or
terminate  the Leases or to add or remove  space from the Leased  Premises.  The
foregoing notwithstanding,  if Sub-Sublessor shall fail to perform an obligation
of  Sub-Sublessor  under the  Leases  and if such  failure  may have a  material
adverse  effect upon  Sub-Sublessee's  rights under this  Leases,  Sub-Sublessor
hereby consents to Sub-Sublessee's  tendering  performance of such obligation to
Sublessor on Sub-Sublessor's behalf.

     5.3 Services, Repairs and Maintenance.

          (a)  Sub-Sublessee  acknowledges  that  Sub-Sublessor  does  not  have
control of the Building or the Building systems, and that Sub-Sublessor will not
provide utilities or other Building services,  maintenance or repair. Subject to
the terms of this  Section  5.3,  Sublessee  will look  solely to  Landlord  for
performance of the services,  maintenance and repair to which  Sub-Sublessor  is
entitled under the Leases.  The nature of such services,  the hours during which
they will be  provided,  the  charges for  services in addition to those  deemed
building  standard,  and the remedy with respect to an interruption of services,
the untenantability of the Sub-Subleased  Premises after a casualty, or a taking
by  eminent  domain  shall be as set  forth in the  Leases.  In the  event of an
interruption   of  services,   a  casualty  or  a  taking  by  eminent   domain,
Sub-Sublessee  shall  have no right to an  abatement  of Base  Rent  under  this
Sub-Sublease unless Sub-Sublessor is entitled to an abatement of Base Rent under
the Leases and the amount of any  abatement to which  Sub-Sublessee  is entitled
shall be limited to so much of the abatement  actually received by Sub-Sublessor
as is allocable to the Sub-Subleased Premises.

          (b) Sub-Sublessor,  upon receipt of written notice from Sub-Sublessee,
shall  make  demand  upon  Sublessor  to take  all  appropriate  action  for the
correction of any defect,  inadequacy or insufficiency in Landlord's performance
under the Leases insofar as such defect,  inadequacy or insufficiency relates to
the  Sub-Subleased   Premises.   If,  after  receipt  of  written  request  from
Sub-Sublessor,  Sublessor shall fail or refuse to perform its obligations  under
the Leases,  Sub-Sublessor shall, at Sub-Sublessee's cost and expense, take such
commercially reasonable actions as Sub-Sublessee may request to attempt to cause
Sublessor to perform such obligations.

     5.4  Insurance.  Sub-Sublessee  shall obtain the insurance  required by the
Leases and shall name Sub-Sublessor, its officers, directors, employees, agents,
attorneys  and  assigns,  and the  parties  required  to be named as  additional
insureds pursuant to the Leases, as additional insureds thereunder.

     5.5 No  Violation  of  Leases.  Sub-Sublessee  shall  neither do nor permit
anything to be done which would cause the Leases to be  terminated  or forfeited
by reason of any right of  termination  or  forfeiture  or default  reserved  or
vested in the Sublessee under the Leases, and Sub-Sublessee  shall indemnify and
hold  Sub-Sublessor  harmless from and against all claims of any kind whatsoever
arising out of Sub-Sublessee's breach of the foregoing covenant.

     5.6 Use.  Sub-Sublessee  shall use the Sub-Subleased  Premises only for the
purposes permitted under the Leases and for no other purpose.

     5.7 Notices. Sub-Sublessee shall forward to Sub-Sublessor, immediately upon
receipt thereof, copies of any notices relating to Sub-Sublessee's  occupancy or
use of the Sub-Subleased  Premises  received by Sub-Sublessee  from Sublessor or
Landlord or from any  governmental  authority,  except those that pertain to the
Sub-Sublessee's  normal  course of business  such as taxes and other  regulatory
filings.


<PAGE>

     5.8 Sublessee's and Landlord's  Consent.  Any act of Sub-Sublessee that, if
done by Sub-Sublessor,  would require  Landlord's consent under the Leases shall
also require Sublessee's and Landlord's consent under this Sub-Sublease.

     6. No Assignment or Sub-Sub-Sublease.

          (a)  Sub-Sublessee  shall not assign its interest in this Sub-Sublease
or Sub-Sub-Sublease all or any portion of the Sub-Subleased Premises without the
prior written consent of Sub-Sublessor, Sublessor and Landlord. For the purposes
of this Section 6, any merger, consolidation or liquidation of Sub-Sublessee, or
any direct or indirect  change in more than fifty percent (50%) of the ownership
interest in or the power to vote the majority of the outstanding voting stock of
Sub-Sublessee,  shall  constitute an assignment for which consent is required by
Sub-Sublessor.   Sub-Sublessor's   consent   to   a   proposed   assignment   or
sub-sub-subletting shall not be unreasonably withheld.  Notwithstanding anything
to the  contrary  in the  preceding  sentences  of this  Section  6(a),  (i) the
transfer of  outstanding  capital  stock or other  listed  equity  interests  by
persons or parties  other than  "insiders"  within the  meaning of the  Security
Exchange Act of 1934, as amended,  through the "over-the-counter"  market or any
recognized  national or international  securities exchange shall not be included
in  determining  whether a transfer of control or  ownership  has  occurred  and
(ii)(A) the assignment of this Sub-Sublease or a sub-sub-subletting  of all or a
portion of the  Sub-Subleased  Premises to an  affiliate of  Sub-Sublessee  that
controls, is under common control with or is controlled by Sub-Sublessee and (B)
a public or private  offering of equity  interests  in  Sub-Sublessor  shall not
require   Sub-Sublessor's   consent,   but  shall   require   prior   notice  to
Sub-Sublessor,  Sublessor and Landlord and shall be subject to  Sublessor's  and
Landlord's  consent if required  under the Leases.  Consent to any assignment or
Sub-Sub-Sublease  shall not operate as a waiver of the  necessity for consent to
any  subsequent  assignment or  Sub-Sub-Sublease.  Whenever  consent is granted,
Sub-Sublessee  shall promptly  provide to  Sub-Sublessor  a copy of the executed
assignment   or   Sub-Sub-Sublease   document,   as  the   case   may  be.   Any
Sub-Sub-Sublease  or  assignment  made in  violation  of this Section 6 shall be
voidable by Sub-Sublessor and Sublessor.

          (b) As a condition to Sub-Sublessor's  consent to any assignment,  any
potential  assignee  shall assume in writing all  obligations  of  Sub-Sublessee
under  this  Sub-Sublease  and  shall  be  jointly  and  severally  liable  with
Sub-Sublessee  for the payment of rental and other payments,  and performance of
all terms,  covenants  and  conditions of this  Sub-Sublease.  As a condition to
Sub-Sublessee's  consent to any Sub-Sub-Sublease,  the  Sub-Sub-Sublessee  shall
assume all obligations of Sub-Sublessee as to that portion of the  Sub-Subleased
Premises that is  Sub-Sub-Subleased,  and shall be jointly and severally  liable
with  Sub-Sublessee  for rental and other  payments and for  performance  of all
terms,  covenants and conditions of this Sub-Sublease,  except that with respect
to payment of rents and other amounts, the Sub-Sublessee's  obligation shall not
exceed its obligations under the Sub-Sublease.

          (c) In the event of any assignment or Sub-Sub-Sublease,  Sub-Sublessee
shall remain fully liable to perform the obligations of Sub-Sublessee under this
Sub-Sublease.  In connection with each request made by Sub-Sublessee for consent
to an  assignment  or  Sub-Sub-Sublease  and  upon  demand  from  Sub-Sublessor,
Sub-Sublessee shall reimburse Sub-Sublessor for Sub-Sublessor's reasonable costs
actually  incurred  (including  any amount  payable by Sublessor to Landlord) in
processing  Sub-Sublessee's  request.  Sub-Sublessor  shall also be  entitled to
receive as  additional  rent under this  Sub-Sublease,  as and when the same are
paid to  Sub-Sublessee,  and without affecting or reducing any other obligations
of  Sub-Sublessee  hereunder,  one hundred  percent  (100%) of any sums or other
economic consideration received by Sub-Sublessee as a result of an assignment or
Sub-Sub-Sublease,  however denominated under the assignment or Sub-Sub-Sublease,
which  exceed,  in the  aggregate,  (i) the Base Rent and  Additional  Rent that
Sub-Sublessee is obligated to pay to Sub-Sublessor  under this Sub-Sublease over
the same period (prorated to reflect obligations allocable to any portion of the
Sub-Subleased Premises that are Sub-Sub-Subleased), plus (ii) any customary real
estate  brokerage  commissions  or fees paid by  Sub-Sublessee  to an  unrelated
licensed broker or agent to procure such assignment or Sub-Sub-Sublease.

<PAGE>

     7. Condition  Precedent.  Sub-Sublessee  acknowledges that  Sub-Sublessor's
right to  Sub-Sublease  the  Sub-Subleased  Premises is subject to obtaining the
prior written consent of Sublessor and Landlord. If such consent is not obtained
within 30 days of the date of this  Sub-Sublease,  then either party may, at its
option,  terminate  this  Sub-Sublease  by written notice given within three (3)
business days of the expiration of the 30-day period.  If this  Sub-Sublease  is
terminated in accordance with the foregoing sentence, and if Sub-Sublessee shall
have paid any Base Rent or  Security  Deposit  to  Sub-Sublessor,  Sub-Sublessor
shall promptly refund to Sub-Sublessee  any Base Rent and/or Security Deposit so
paid.

     8. Mutual indemnification

     A.  Indemnification  of Sub-  Sublessor by Sub-  Sublessee.  Sub- Sublessee
shall  indemnify and hold Sub-  Sublessor  harmless from and against any and all
damages  arising out of any damage to any persons or property  occurring in, on,
or  about  the  Master  Premises  or the  Property  resulting  from  the acts or
omissions of the Sub-Sublessee or his authorized representatives.

     B. Indemnification of Sub- Sublessee by Sub-Sublessor.  Sub-Sublessor shall
indemnify and hold  Sub-Sublessee  harmless from and against any and all damages
arising out of any damage to any persons or property  occurring in, on, or about
the Master  Premises or the  Property  resulting  from the acts or  omissions of
Sub-Sublessor or his authorized representatives.

     C.  Indemnification  of  Landlord  by  Sub-Sublessee.  Sub-Sublessee  shall
indemnify  and hold  Landlord  harmless  from and  against  any and all  damages
arising out of any damage to any persons or property  occurring in, on, or about
the Master Premises or the Property  resulting from the acts or omissions of the
Sub-Sublessee or his authorized representatives.

     D.  Waiver  of  Worker's   Compensation   Immunity.   The   indemnification
obligations  contained  in this  Article  Eleven  shall  not be  limited  by any
worker's compensation, benefit, or disability laws, and each Party hereby waives
(solely for the benefit of such Party) any immunity that said indemnifying party
may  have  under  the  Industrial  Insurance  Act,  Title  51,  Revised  Code of
Washington, and similar worker's compensation, benefit, or disability laws.

     E. Provisions  Specifically  Negotiated.  SUB- SUBLESSOR AND  SUB-SUBLESSEE
ACKNOWLEDGE BY THEIR INITIALS BELOW AND THEIR  EXECUTION OF THIS LEASE THAT EACH
OF THE INDEMNIFICATION  PROVISIONS OF THIS LEASE(SPECIFICALLY  INCLUDING BUT NOT
LIMITED TO THOSE  RELATING  TO  WORKER'S  COMPENSATION  BENEFITS  AND LAWS) WERE
SPECIFICALLY NEGOTIATED AND AGREED TO BY SUB-SUBLESSOR AND SUB-SUBLESSEE.

                                  Sub-Sublessor's Initials (PF): "PF"

                                  Sub-Sublessee's Initials (X): "FTW"

     9.  Notices.  Any  notice or  demand  which  either  party may or must give
pursuant  to or in  connection  with  this  Sub-Sublease  shall  be in  writing,
delivered personally, sent by a nationally recognized courier, or by first class
mail, postage prepaid, or by facsimile transmission as follows:

If to Sublessor:             TRADOS Corporation
                             113 South Columbus Street
                             Alexandria, VA  22314
                             Attn:Kevin L. Passarello, V.P. and General Counsel

<PAGE>

If to Sub-Sublessor:         Vault Capital, Inc.
                             506 Second Avenue, Suite 3000
                             Seattle, WA  98104
                             Attn:  Ms. Petra Franklin, CEO

If to Sub -Sublessee:        GrowthExperts Group,Inc.
                             506 2nd Avenue, Suite 3000
                             Seattle, WA  98104
                             Attn: Mr. Scott Dow, COO

     Either  party may,  by notice in writing,  direct  that  future  notices or
demands be sent to a different  address.  Notices  sent by personal  delivery or
facsimile  shall be  deemed  to have  been  given  upon  confirmation  of actual
delivery on a business day prior to 5:00 p.m.EST.

     Notices sent by personal  delivery or facsimile and actually received after
5:00 p.m. EST, will be deemed to have been given on the next following  business
day. Other notices, if properly addressed, will be deemed given one (1) business
day after being sent by overnight  courier,  and three (3)  business  days after
being sent by certified mail, return receipt requested.

     9. Entire Agreement.  This Sub-Sublease  represents the entire agreement of
the  Sub-Sublessor  and  Sub-Sublessee  with respect to this subject  matter and
supersedes  all prior oral and  written  understandings  and  agreements  of the
parties, all of which are merged within this Sub-Sublease. The Exhibits attached
hereto are part of this  Sub-Sublease.  This  Sub-Sublease  may not be  amended,
modified,  or supplemented in any manner other than by the written  agreement of
the parties signed by the authorized representatives of the parties.

     10.  Successors  and Assigns;  Survival of  Obligations.  The covenants and
agreements  in  this  Sub-Sublease  shall  bind  and  inure  to the  benefit  of
Sub-Sublessor,  Sub-Sublessee  and their  respective  successors  and  permitted
assigns.

     11. Confidentiality.  Neither Sub-Sublessee nor its employees will disclose
to any third party or to anyone not directly involved in the negotiation of this
transaction  any of the terms and  conditions  of this  Sub-Sublease,  including
without  limitation the rent payable by  Sub-Sublessee  hereunder.  In addition,
neither  Sub-Sublessor nor Sub-Sublessee  shall make any press release or public
announcement with respect to this Sub-Sublease without the prior written consent
of the other,  which  consent  shall not be  unreasonably  withheld  or delayed.
Nothing in this Section shall limit or impair Sub-Sublessee's or Sub-Sublessor's
right to make  such  disclosures  of the  terms of this  Sub-Sublease  as may be
required by law or for purposes of preparation and distribution of its financial
statements or forward-looking financial documents.

     12.  Attorneys' Fees. In the event suit is brought for the recovery of rent
due under the provisions of this Sub-Sublease,  or for breach by either party of
any other conditions or covenants contained in this Sub-Sublease, the prevailing
party  shall  be  paid by the  non-prevailing  party  the  reasonable  fees  and
disbursements of the prevailing party's attorneys.

     13. Agents and Brokers.  Each party  acknowledges  that Vault Capital,  has
facilitated  the  transactions  contemplated  by this  Sub-Sublease.  Each party
represents  to the other that it has engaged no other  agent  broker or agent in
connection  with the negotiation  leading to this agreement,  and shall hold the
other harmless from any claim or demand from any other agent or broker  claiming
to have  acted on  behalf  of the  indemnifying  party in  connection  with this
agreement.



<PAGE>

     EXECUTED as of the date first written above.

                               SUB-SUBLESSEE

                               GrowthExperts Group, Inc., an Alberta, Canada
                                 corporation


                               By   "F. Thomas Winters"
                                   -------------------------------------------
                                   Name: F. Thomas Winters
                                   Title: CEO

                               SUB-SUBLESSOR

                               Vault Capital, Inc., a Washington corporation


                               By   "Petra Franklin"
                                   -------------------------------------------
                                   Name: Petra Franklin, CEO

                               SUBLESSOR

                               TRADOS Corporation, a Virginia corporation


                               By   "Kevin Passarello"
                                   -------------------------------------------
                                   Name:  Kevin L. Passarello, Vice President



     The  undersigned,  Samis  Foundation,  a Washington  501 (c)(3)  non-profit
corporation hereby consents to the foregoing Sub-Sublease.

                               LANDLORD:
                               Samis Foundation, a Washington 501 (c)(3)
                               non-profit corporation


                               By:     "Signed"
                               Its:     Managing Director




<PAGE>



STATE OF WASHINGTON        )
                           ) ss.
COUNTY OF KING             )

     On this 12 day of July, 2001,  before me, the undersigned,  a Notary Public
in and for the State or Province of ____________,  duly  commissioned and sworn,
personally  appeared  Tom  Winters,  to me known to be the  person who signed as
Chief Executive  Officer of  GrowthExperts  Group,  Inc., the  corporation  that
executed the within and foregoing  instrument,  and acknowledged said instrument
to be the free and voluntary act and deed of said  corporation  for the uses and
purposes  therein  mentioned,  and on  oath  stated  that he was  duly  elected,
qualified and acting as said officer of the corporation,  that he was authorized
to execute said  instrument and that the seal affixed,  if any, is the corporate
seal of said corporation.

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




                                 "Margaret Langeway"
                                 ----------------------------------------------
                                 (Signature of Notary)

                                 Margaret Langeway
                                 ----------------------------------------------
                                 (Print or stamp name of Notary)

                                 NOTARY PUBLIC in and for the State
                                 of Washington, residing at Seattle
                                 My appointment expires: 4-3-05



<PAGE>



STATE OF WASHINGTON        )
                           ) ss.
COUNTY OF KING             )

     On this 16th day of July, 2001, before me, the undersigned, a Notary Public
in and for the State of  Washington,  duly  commissioned  and sworn,  personally
appeared Petra Franklin, to me known to be the person who signed as CEO of Vault
Capital,   Inc.,  the  corporation   that  executed  the  within  and  foregoing
instrument,  and  acknowledged  said instrument to be the free and voluntary act
and deed of said corporation for the uses and purposes therein mentioned, and on
oath stated that she was duly  elected,  qualified and acting as said officer of
the corporation, that she was authorized to execute said instrument and that the
seal affixed, if any, is the corporate seal of said corporation.

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



                                 "Margaret Langeway"
                                 ----------------------------------------------
                                 (Signature of Notary)

                                 Margaret Langeway
                                 ----------------------------------------------
                                 (Print or stamp name of Notary)

                                 NOTARY PUBLIC in and for the State
                                 of Washington, residing at Seattle
                                 My appointment expires: 4-3-05


<PAGE>



STATE OF WASHINGTON        )
                           ) ss.
COUNTY OF KING             )

     On this 20th day of July, 2001, before me, the undersigned, a Notary Public
in and for the State of  Washington,  duly  commissioned  and sworn,  personally
appeared William J. Justen,  to me known to be the person who signed as Managing
Director,  Real Estate of Sam is Foundation,  the corporation  that executed the
within and foregoing instrument, and acknowledged said instrument to be the free
and voluntary act and deed of said corporation for the uses and purposes therein
mentioned, and on oath stated that he was duly elected,  qualified and acting as
said  officer  of the  corporation,  that  he was  authorized  to  execute  said
instrument  and that the seal  affixed,  if any, is the  corporate  seal of said
corporation.

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



                                 "Genevieve L. Reilley"
                                 ----------------------------------------------
                                 (Signature of Notary)

                                 Genevieve L. Reilley
                                 ----------------------------------------------
                                 (Print or stamp name of Notary)

                                 NOTARY PUBLIC in and for the State
                                 of Washington, residing at ----------------.
                                 My appointment expires:  5-5-04.



<PAGE>



                                    EXHIBIT A
                                       to
                                  SUB-SUBLEASE

                                COPY OF LEASE(S)



</TEXT>
</DOCUMENT>
