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                                     OFFICE LEASE

     THIS OFFICE LEASE (this "Lease") made as of this 13th day of December,
1999, by and between Benaroya Capital Company, LLC, a Washington limited
liability company ("Lessor"), and Shopnow.com Inc., a Washington corporation
("Lessee").

1.     PREMISES.  Lessor does hereby lease to Lessee those certain premises, to
     wit:   approximately 105,410 rentable square feet of office space on floors
     8,9,10 and 11, as outlined on the Floor Plan attached hereto as EXHIBIT A
     in the Building known as Metropolitan Park North Tower located at 1220
     Howell Street in Seattle, Washington (hereinafter called "Premises").  The
     legal description of the land (the "Land") on which the Building is located
     is set forth in EXHIBIT A-1.  For the purpose of determination of the
     rentable area of the Premises and the Building, the BOMA definition
     American National Standard Z65.1-1996 area calculation standards for office
     area will apply.  If the actual rentable area of the Premises is determined
     to be other than 105,410 square feet, the Monthly Minimum Rent payable
     hereunder shall be adjusted based upon the actual number of the rentable
     square feet contained in the Premises.  The Building is hereafter sometimes
     referred to as the "Project".  In addition, Lessee has the right, in common
     with other tenants in the Project and subject to the Rules and Regulations,
     to use of the Common Areas in the Building and on the Land.  The Common
     Areas include, without limitation, those portions of the elevators,
     stairways, entrances, lobbies, pedestrian sidewalks, ramps, landscaped
     areas and areas for vehicular circulation that are not included within any
     lessee's premises.  During the Term of this Lease, no changes shall be made
     in or to the Common Areas in such a manner as to materially affect Lessee's
     use of the Premises for its conduct of its business.  Lessee and Lessee's
     employees shall have full elevator access to the Premises and stairway
     egress from the Premises at all times, 24 hours per day, 7 days per week.
     Lessor shall provide to Lessee and its employees, for no additional charge
     to Lessee, a multi-level proximity card reader system for Building garage
     entries, Building entries, and Building elevators.  As part of Lessee
     Improvements and as a charge to the Lessee Improvement Allowance, Lessee
     will have the right to integrate the Building card reader system with the
     entry doors to the Premises.  For purposes of this Lease, the term "Lessee
     Improvements" shall mean the improvements to the Premises to be made in
     accordance with the Construction Drawings pursuant to EXHIBIT D hereto.

2.     TERM.  This Lease shall be for a term (the "Term") of ten (10) years
     commencing February 1, 2001 (the "Commencement Date") and terminating
     January 31, 2011.  Rent for any fractional calendar month shall be the
     prorated portion of the rent computed on a daily basis.  Notwithstanding
     the foregoing to the contrary, the Commencement Date shall not occur until
     and unless all of the following conditions are satisfied:  (i) with the
     exception of normal punch list items, Lessor's completion of all of the
     Lessee Improvements pursuant to EXHIBIT D hereto; (ii) the delivery to
     Lessee of a Certificate of Occupancy from the governmental body or bodies
     having jurisdiction on the Premises respecting

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     Lessee's occupancy of the Premises; (iii) the delivery to Lessee and
     Lessee's review and approval in its reasonable discretion of an
     inspection report on the Lessee Improvements prepared by an inspector
     designated by Lessee at Lessee's sole cost and expense, verifying that
     the Lessee Improvements were constructed in accordance with the
     Construction Drawings approved by Lessor and Lessee; and (iv) the
     delivery of exclusive possession of the Premises to Lessee.

3.     MONTHLY MINIMUM RENT.  Lessee covenants and agrees to pay Lessor at 1001
     Fourth Avenue, Suite 4700, Seattle, WA 98154, or to such other party or at
     such other place as Lessor may hereafter designate, Monthly Minimum Rent in
     the following amounts according to the schedule below and Additional Rent,
     as provided in Section 9, in advance without offset or deduction, on or
     before the first (1st) day of each month of the Lease Term:

     Beginning February 1, 2001 and ending October 31, 2003 the Monthly Minimum
     Rent shall be $264,403.00 (based upon $30.10 per rentable square foot of
     the Premises per year).

     Beginning November 1, 2003 and ending October 31, 2006 the Monthly Minimum
     Rent shall be $281,972.00 (based upon $32.10 per rentable square foot of
     the Premises per year).

     Beginning November 1, 2006 and ending January 31, 2011 the Monthly Minimum
     Rent shall be $295,148.00 (based upon $33.60 per rentable square foot of
     the Premises per year).

4.     SECURITY DEPOSIT.  On or before December 1, 1999, Lessee will deposit
     with Lessor the amount of Five Hundred Ninety Thousand Two Hundred
     Ninety-Six and No/100 dollars ($590,296) in the form of cash or an
     irrevocable and unconditional Letter of Credit drawn on a bank
     acceptable to Lessor and expiring sixty (60) days following the
     expiration date of this Lease, as security for the full and timely
     performance of this Lease.  Alternatively, the expiration date of the
     Letter of Credit may be for any shorter term so long as Lessee provides
     Lessor with evidence of extensions at least 60 days prior to each
     expiration date.  Lessee may substitute cash for the Letter of Credit at
     any time.  Said sum or Letter of Credit shall be held by Lessor as
     security for the faithful performance by Lessee of all the terms,
     covenants and conditions of this Lease to be kept and performed by
     Lessee during the entire Term hereof.  If Lessee defaults with respect
     to any provision of this Lease, including, but not limited to, the
     provisions relating to the payment of Rent or other sums due under this
     Lease, Lessor may (but shall not be required to) use, apply or retain
     all or any part of the security deposit for the payment of any sums due
     under this Lease or any sum in default, or for the payment of any amount
     which Lessor may spend or become obligated to spend by reason of
     Lessee's default hereunder, or to compensate Lessor for any other loss,
     damage, cost or expense (including attorneys' fees) which Lessor may
     suffer or incur by reason of Lessee's default hereunder.  If any portion
     of


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     said security deposit is so used or applied, Lessee shall, within five
     (5) days after Lessee's receipt of Lessor's written demand therefor,
     deposit a certified or cashier's check with Lessor in an amount
     sufficient to restore the security deposit to its original amount and
     Lessee's failure to do so shall be a default under this Lease.  Lessor
     shall not be required to keep the security deposit separate from its
     general funds and Lessee shall not be entitled to interest on such
     deposit.  If Lessee shall fully and faithfully perform every provision
     of this Lease to be performed by it, the security deposit or any balance
     thereof after deduction hereunder by Lessor shall be returned to Lessee
     (or, at Lessor's option, to the last assignee of Lessee's interest
     hereunder) within thirty (30) days following expiration of the Lease
     Term; provided, that in the event this Lease shall be terminated upon the
     default of Lessee, the Letter of Credit will be converted to cash and
     the security deposit, to the extent necessary to compensate Lessor for
     such default of Lessee, shall be retained by Lessor and all of Lessee's
     interest therein (to the extent necessary to compensate Lessor for
     Lessee's default) shall terminate and the security deposit (to the extent
     necessary to compensate Lessor for Lessee's default) will be applied
     against the damages suffered by Lessor by reason of the Lessee's default,
     and the balance of the security deposit shall be returned to Lessee.  In
     the event of termination of Lessor's interest in this Lease, Lessor shall
     transfer said security deposit to Lessor's successor in interest.  In the
     event Lessee's market capitalization falls below $175 million at any time
     during the Term of this Lease, the security deposit (in the form of
     either cash or letter of credit) will be increased to an amount
     calculated by Lessor and equal to the then unamortized (amortized over 10
     years at 10% interest) amounts of the Lessee Improvement Allowance, the
     commission paid by Lessor pursuant to Section 35 hereof, and 8 months'
     Monthly Minimum Rent.

5.     USE.  Lessee shall use and occupy the Premises for the purpose of
     "Class A" building general office, telephone and computer service, and
     other activities associated with the conduct of the electronic commerce
     business and any other legally permitted uses.  For purposes of this Lease,
     the term "Class A" buildings refers to office buildings having at least
     eleven stories located in the Central Business District of Seattle,
     Washington.  Lessee shall not use the Premises for any other purposes,
     without prior written consent of Lessor, which consent shall not be
     unreasonably withheld or delayed.  Lessee shall comply with all
     governmental laws, ordinances, regulations, orders and directives and those
     reasonable fire hazard/safety-related insurance requirements applicable to
     Lessee's use of the Premises.  Lessee shall not occupy or use or permit any
     portion of the Premises to be occupied or used in violation of this Lease
     in such a manner or for any purpose which would increase the cost of
     insurance coverage upon the Premises, the Building or the contents
     thereof.  Lessor warrants that, as of the Commencement Date of this Lease,
     the Building in which the Premises are located will comply with all
     applicable building and land use codes and ordinances related to
     construction and use, including those requirements imposed by the
     Americans with Disabilities Act.


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6.     RULES AND REGULATIONS.  Lessee agrees to comply with the Rules and
     Regulations attached hereto as EXHIBIT B, as well as such other reasonable
     Rules and Regulations as may from time to time be adopted by Lessor for the
     management, good order and safety of the Common Areas, the Building and its
     lessee(s), copies of which shall be provided to Lessee upon adoption by
     Lessor.  In the event of any conflict between the terms of this Lease and
     the Rules and Regulations, the terms of this Lease shall prevail.  Lessee
     shall cause its employees, agents and invitees to comply with all rules and
     regulations.  Lessor shall equitably enforce the compliance with such Rules
     and Regulations by all of the lessees and occupants of the Building.
     Lessor's failure to enforce any of such Rules and Regulations against
     Lessee or any other tenants shall not be deemed to be a waiver of same.

7.     MAINTENANCE AND REPAIRS.

     A.   LESSEE OBLIGATIONS.  By accepting possession of the Premises, unless
          Lessee notifies Lessor in writing to the contrary, Lessee will be
          deemed to have accepted the Premises as being in good and sanitary
          order, condition and repair.  Subject to Lessor's obligation to
          provide janitorial services to the Premises pursuant to the terms
          hereof, Lessee shall, at its expense, keep, maintain and preserve the
          interior of the Premises in good and sanitary condition.  Lessee
          shall, upon the expiration or sooner termination of the Term hereof,
          surrender the Premises to Lessor in the same condition as when
          received, usual and ordinary wear and tear and casualty damages
          excepted.  Lessee shall not alter, remodel, improve, repair, or paint
          the Premises or any part thereof without first complying with the
          provisions of Paragraph 13 below.

     B.   LESSOR OBLIGATIONS.  Notwithstanding Section 7A, Lessor shall maintain
          and repair (including replacement) the structural portions of the
          Building and the Premises, and the structural and non-structural
          portions of the Common Areas (and keep the Common Areas free of ice
          and snow), and the plumbing, heating, ventilating, air conditioning,
          elevator and electrical systems that are standard for the Building
          serving the Building, the Premises and the Common Areas; the costs of
          the foregoing shall be Operating Expenses (subject to the limitations
          set forth in Section 9), unless such maintenance and repairs are
          necessitated by the act, neglect or omission of Lessee, its agents,
          employees or invitees, in which case Lessee shall pay to Lessor, as
          additional rent, the cost of such maintenance and repairs.  Lessor
          shall also ensure that as of the Commencement Date the Building, the
          Premises and the Common Areas and all plumbing, HVAC, elevator,
          electrical and other systems located thereon or serving them shall be
          in full compliance with all applicable laws, rules, regulations and
          ordinances.  Lessor shall also ensure such compliance at all times
          during the Term of this Lease if Lessor receives a valid written
          notice from an authorized governmental authority requiring such
          compliance, unless such requirement results from the act,


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          negligence or omission of Lessee, in which event Lessee will ensure
          such compliance.  Lessor shall not be liable for any failure to
          make any such repairs or to perform any maintenance unless such
          failure shall persist for an unreasonable time after written notice
          of the need of such repairs or maintenance is given to Lessor by
          Lessee.  Except as specifically set forth herein, there shall be no
          abatement of rent and no liability of Lessor by reason of any
          injury to or interference with Lessee's business arising from the
          making of any repairs, alterations or improvements in or to any
          portion of the Building or the Premises or in or to fixtures,
          appurtenances and equipment therein.  Lessee waives the right, if
          any, to make repairs at Lessor's expense under any law, statute or
          ordinance now or hereafter in effect; provided, however, in the
          event of emergency, if Lessee was unable to notify Lessor, or if
          Lessor fails to respond in a timely manner, Lessee may expend a sum
          not to exceed Two Thousand Dollars ($2,000.00) for Lessor's account
          in satisfaction of Lessor's obligations contained in this Section
          7B and Lessor shall reimburse Lessee the amount rightfully expended
          by Lessee concerning such emergency repairs within fifteen (15)
          days of Lessee's billing of Lessor therefor.  Lessor agrees to
          repair and maintain the Building including the Premises and the
          Common Areas in a manner appropriate for a Class A building.
          Notwithstanding anything contained herein to the contrary, if a
          portion of the Premises are not usable due to Lessor's failure to
          make repairs in a reasonable time as provided in this Lease (except
          for those caused by Lessee's act or gross negligence) which
          materially affects Lessee's ability to conduct business, (i)
          beginning on the third (3rd) consecutive day, the rent payable
          hereunder shall abate for the period during which Lessor fails to
          make or to commence the making of such repairs; and (ii) if such
          failure continues for thirty (30) days or more, Lessee shall have
          the right to terminate this Lease upon 30 days prior written notice
          to Lessor.

8.     UTILITIES AND FEES.  Lessor shall furnish utilities and services as set
     forth in EXHIBIT C hereto.  Except in the event of Lessor's negligence or
     intentional misconduct, Lessor's failure to furnish any of such items shall
     not result in any liability to Lessor, Lessee shall not be entitled to any
     abatement or reduction of rent by reason of such failure, and no eviction
     of Lessee shall result from such failure; provided, however, in the event
     there is a disruption of essential services to Lessee or the Premises
     materially disrupting Lessee's ability to conduct business and said
     disruption is within Lessor's control, then (i) beginning with the third
     (3rd) business day of the disruption, rent payable hereunder shall be
     abated until said disruption has been remedied, and (ii) if such disruption
     continues for thirty (30) days or more, Lessee shall have the right to
     terminate this Lease upon written notice to Lessor.  If Lessee uses more
     water or electrical power than is considered reasonable or normal by
     Lessor, in Lessor's reasonable discretion, Lessor may at its option require
     Lessee to pay, as additional rent, the cost, as fairly and equitably
     determined by Lessor, incurred by such extraordinary usage.  In addition,
     Lessor may install separate meter(s) for the Premises, at Lessor's


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     expense, and Lessee thereafter shall pay all charges so metered in excess
     of that portion of the charges originally included in Monthly
     Minimum Rent.

9.     ADDITIONAL RENT AND MONTHLY OPERATING EXPENSE ADJUSTMENTS.  For each
     calendar year during the Term of this Lease, or portion thereof, Lessee
     shall pay as Additional Rent any amount payable by Lessee under Paragraph 8
     above together with its pro rata share of the amount by which Operating
     Expenses for each year exceed the Base Year Operating Expenses.  Lessee's
     pro rata share shall be calculated based upon the number of rentable square
     feet included in the Premises  and the number of rentable square feet of
     space applicable to each item of expense included in the Building.  Lessor
     shall estimate, from time to time, Lessee's pro rata share of such excess
     Operating Expenses.  Whenever the estimated amount of the Operating
     Expenses payable by Lessee increases more than five percent (5%) per year
     on a non-cumulative basis, Lessor shall consult with Lessee in good faith
     and implement those measures reasonably requested by Lessee to reduce the
     amount of the Operating Expenses.  This estimated amount shall be divided
     into equal monthly installments, one payable with each installment of the
     Monthly Minimum Rent.  As soon as practical following each calendar year
     (not later than 90 days after the end of each calendar year), Lessor shall
     prepare an accounting of actual Operating Expenses incurred during the
     prior calendar year and such accounting shall reflect Lessee's pro rata
     share.  If the Additional Rent paid by Lessee under this Section 9 during
     the preceding calendar year was less than the actual amount of Lessee's pro
     rata share of Operating Expenses, Lessor shall notify Lessee and Lessee
     shall pay such amount to Lessor within fifteen (15) days of receipt of such
     notice.  If Lessee's payments were greater than the actual amount due, then
     such overpayment shall be credited by Lessor to Rent next due.  The Base
     Year for this Lease shall be Calendar Year 2001 (or the fiscal year
     commencing in 2001 with respect to the real estate taxes and assessments).
     For the purposes of this Paragraph 9, "Operating Expenses" shall include,
     but not be limited to:

          Real estate taxes and assessments levied upon or with respect to the
          Land, the Building or Lessor's interest in the same (excluding any
          inheritance taxes, gift taxes, transfer/excise taxes, franchise taxes,
          net income taxes, profit taxes, capital levies, late payment charges
          and penalties, and special assessments levied against property other
          than real estate; and, if Lessor is permitted to do so, the taxes and
          assessments shall be paid by Lessor in installments over the longest
          possible period, and only those installments becoming due and payable
          during the applicable calendar year shall be included in the Operating
          Expenses), and any assessments levied by the Owners' Association, if
          any, all costs of management, operation and maintenance of the
          Premises, the Building and the Land, including without limitation the
          following:  wages and salaries of employees; janitorial, cleaning,
          maintenance, and other services; electricity, water, waste disposal
          and other utilities; heating, ventilating and air conditioning;
          materials and supplies; painting, repairs and other maintenance;
          insurance; management fees ; expenses incurred


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          to operate an on site management office; and association
          dues directly attributable to the management of the property.
          Notwithstanding the foregoing to the contrary, Operating
          Expenses shall not include any of the following items:

          (a)  Costs of decorating, redecorating, or special cleaning or other
               services within another tenant's space or the Premises, not
               provided on a regular basis to tenants of the Building;

          (b)  Wages, salaries, fees and benefits paid to executive personnel or
               officers or partners of Lessor not located at the Metropolitan
               Park Properties;

          (c)  Any charge for depreciation of the Building or equipment and any
               interest or other financing charge;

          (d)  Any charge for Lessor's income taxes, excess profit taxes,
               franchise taxes or similar taxes on Lessor's business;

          (e)  All costs relating to activities for the solicitation and
               execution of leases of space in the Building; relocation of
               existing tenants;

          (f)  All costs and expenses of operating the garage;

          (g)  All costs for which Lessee or any other lessee in the Building is
               being separately charged other than pursuant to the Operating
               Expenses clauses;

          (h)  The cost of any electric current separately furnished to other
               tenants for non-standard equipment;

          (i)  The cost of correcting defects in the construction of the
               Building or in the Building equipment, except conditions (not
               occasioned by construction defects) resulting from ordinary wear
               and tear, will not be deemed defects for the purpose of this
               category;

          (j)  The cost of any repair made by Lessor because of the total or
               partial destruction of the Building or the condemnation of a
               portion of the Building;

          (k)  Any increase in insurance premium to the extent that such
               increase is specifically and exclusively caused or attributable
               to the use, occupancy or act of another tenant;

          (l)  The cost of any items for which Lessor is reimbursed by insurance
               or otherwise compensated by parties other than lessees of the
               Building pursuant to clauses similar to this Section;


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          (m)  The cost of any additions or capital improvements to the Building
               subsequent to the date of original construction except as
               provided in section 9(s) below;

          (n)  The cost of any repairs, alterations, additions, changes,
               replacements, and other items which, under generally accepted
               accounting principles, are properly classified as capital
               expenditures to the extent they upgrade or improve the Building,
               as opposed to replace existing items which have worn out except
               as provided in section 9(s) below;

          (o)  Any operating expense representing an amount paid to a related
               corporation, entity or person which is in excess of the amount
               which would be paid in the absence of such relationship;

          (p)  The cost of tools and equipment used initially in the
               construction of the Building;

          (q)  The cost of alterations of space in the Building leased to other
               tenants or performing work expressly provided in this Lease to be
               borne at Lessor's expense;

          (r)  The cost of overtime or other expense to Lessor in curing its
               defaults;

          (s)  The cost of capital improvements or expenditures shall be
               included in Operating Expenses in an amount as amortized over the
               useful life of the improvement or item;

          (t)  Ground rent or similar payments to a ground lessor; and

          (u)  Salaries paid to employees above the Building Manager level,
               commission to brokers, advertising and promotion costs.

     Even after this Lease has expired or been terminated, when final
     determination is made of Lessee's pro rata share of Operating Expenses for
     the year in which this Lease expires or terminates, Lessee shall
     immediately pay any shortfall due.  Conversely, any overpayment made shall
     be rebated by Lessor to Lessee, unless Lessee at that time is indebted to
     Lessor.

     The determination of actual costs and estimated costs of Operating Expenses
     allocable to the Premises shall be made by Lessor, subject to Lessee's
     audit.  Lessor or its agent shall keep records showing all expenditures
     made for the Operating Expenses items enumerated above for two (2) years
     from the end of the applicable calendar year, which records shall be
     available for inspection and review by Lessee. Lessee shall have the right,
     itself or through an accountant designated by Lessee, at reasonable times
     and upon no less than thirty (30) days prior written notice to Lessor to
     review or audit Lessor's records relating to


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     the actual costs and estimated costs of Operating Expenses allocable to
     the Premises for a particular calendar year, which review or audit must
     be conducted within two (2) years after Lessee's receipt of the
     statement of actual costs allocable to the Premises for that particular
     calendar year.  If such review or audit is not conducted within such
     period, then the matters set forth in the statement of actual costs of
     Operating Expenses allocable to the Premises for that particular
     calendar year shall be deemed conclusive.  Lessee shall pay the costs
     and expenses of such review or audit unless such review or audit
     reveals that Lessor has overstated the Operating Expenses for the
     calendar year in question by an amount equal to 5% or more, in which
     event Lessor shall pay up to $2,500 in payment of the actual costs paid
     or incurred by Lessee in the performance of such review or audit.

10.    LESSOR'S RESERVATIONS.  Lessee shall have the right at Lessee's expense
     to install security systems within the Premises to protect its
     administrative and technical areas, to which access shall be limited to
     Lessee's authorized employees.  Lessor reserves the right without liability
     to Lessee (except in the event of Lessor's gross negligence or intentional
     misconduct) after not less than 24 hours' prior notice to Lessee, in a
     manner not to materially interfere with Lessee's conduct of its business at
     the Premises:  (a) to inspect the Premises, and to show them to prospective
     lessees, partners or lenders; (b) to retain at all times and to use in
     appropriate instances keys to doors within and into the Premises; (c) to
     make repairs, alterations, additions or improvements, whether structural or
     otherwise, in or about the Building, and for such purposes to enter upon
     the Premises and during the continuance of any work, to close the Common
     Areas and to interrupt or temporarily suspend Building services and
     facilities, all without affecting any of Lessee's obligations hereunder, so
     long as the Premises are reasonably accessible and usable for Lessee's
     conduct of its business; and (d) generally to perform any act relating to
     the safety, protection and preservation of the Premises or the Building.
     Notwithstanding the above, Lessor agrees that (except in the case of
     emergencies) Lessor and its representatives shall have no right to enter
     the secured technical and/or administrative areas within the Premises
     unless accompanied by a representative of Lessee; and Lessee agrees to
     indemnify and hold Lessor harmless from any cost, liability or expense
     resulting from this restriction, including any increase to insurance
     premiums, and, unless Lessee provides its representative to accompany
     Lessor or waives such requirement, Lessee waives any requirement for Lessor
     to maintain or repair any portion of the Premises from which Lessor is
     excluded pursuant to this sentence.

11.    POSSESSION.  If Lessor does not deliver possession of the Premises or the
     Commencement Date does not otherwise occur as provided in Section 2 above
     on February 1, 2001, unless such delay is caused by Lessee or said delay
     was beyond Lessor's control, Lessee may give Lessor written notice of its
     intention to terminate this Lease if possession is not delivered and the
     Commencement Date as provided in Section 2 above does not otherwise occur
     on or before June 1, 2001.  Lessor shall not be liable for any damages
     caused by failure to deliver


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     possession of the Premises and Lessee shall not be liable for any Rent
     until the Commencement Date on which exclusive possession of the
     Premises is delivered to Lessee.  A delay of the Commencement Date
     shall not extend the termination date.  Notwithstanding the above, (i)
     in the event the delay was caused by Lessee, then the payment of Rent
     shall commence on the date on which the Commencement Date would have
     occurred but for the delay caused by Lessee and Lessee shall not have
     any right to terminate this Lease as a result of such delay; and (ii)
     if this Lease is not terminated by Lessee, if the delay was caused by
     Lessor, and if Lessee pays or incurs any rent, cost, expenses or other
     amount as a result of holding-over under the then existing lease or
     entering into a new lease, necessitated by the delay in the
     Commencement Date beyond February 1, 2001, which is in excess of the
     Rent which would have been payable hereunder during the applicable
     period, Lessor shall pay or reimburse such excess amount to Lessee on
     the Commencement Date.

     Lessor shall offer access to the Premises for a period at least sixty (60)
     days prior to the Commencement Date of the Term of this Lease, and if
     Lessee accepts such early access for the purpose of installing Lessee's
     fixtures and personal property and performing improvements on the Premises,
     then both parties shall be bound by all of the covenants and terms
     contained herein during such period except for the payment of Monthly
     Minimum Rent, however, such access shall not cause the Commencement Date to
     occur, and Lessee shall not be deemed to have accepted the Premises because
     of such access.  Additionally, Lessee and Lessee's contractor(s) shall not
     undertake any actions that would jeopardize labor harmony on the jobsite
     and/or interfere with Lessor's work at the Project and in the Premises.
     Lessee will immediately stop work and leave the Premises' job site upon
     notice from Lessor that a labor dispute has resulted from Lessee or
     Lessee's contractor's actions on the job site.  Lessee shall instruct
     Lessee's contractor(s) to cooperate with Lessor's contractor(s) to minimize
     interference with, and facilitate the completion of, Lessor's work in the
     Premises and Lessor and Lessor's contractor(s) agree to cooperate with
     Lessee and Lessee's contractor(s) to minimize interference with Lessee's
     work in the Premises.  If applicable, Lessee shall coordinate with Lessor's
     contractor for the use of temporary electrical power in the Premises until
     permanent power has been provided.

12.    ASSIGNMENT AND SUBLETTING.  Lessee shall not either voluntarily or by
     operation of law assign, transfer, convey or encumber this Lease or any
     interest under it, or sublet its right to occupy or use all or any portion
     of the Premises without Lessor's prior written consent, which consent will
     not be unreasonably withheld or delayed.  Provided the assignee or
     sublessee has an equal or greater market capitalization as or than Lessee
     as of the date of this Lease (I.E., $777,000,000), then Lessee may assign
     this Lease or sublease any or all portions of the Premises to an entity
     affiliated with Lessee without Lessor's consent, and, for purposes of this
     Lease, an entity shall be deemed affiliated with Lessee if it is a division
     of Lessee, or a corporation or other entity controlling, controlled by or
     under common control with (directly or indirectly) Lessee,


                                      10

<PAGE>

     including without limitation, any parent corporation controlling Lessee
     or any subsidiary that any parent or Lessee controls.  Lessee and
     Lessor shall equally share all profits that may arise out of an
     assignment or sublease. Among the criteria to be used by Lessor in
     evaluating a request for assignment or subletting will be (i) the
     proposed use of the Premises; (ii) the anticipated impact, if any, on
     parking; (iii) the financial capacity of the assignee/sublessee to
     perform the obligations under this Lease; (iv) the compatibility of the
     proposed use with the remainder of the tenants and operation of the
     Building.  Lessor reserves the right to recapture the Premises or
     applicable portion thereof in lieu of giving its consent by written
     notice given to Lessee within twenty (20) days after receipt of
     Lessee's written request for assignment or subletting.  Such recapture
     shall terminate this Lease as to the applicable space effective on the
     proposed date of assignment or subletting, which shall be the last day
     of a calendar month and not earlier than sixty (60) days after Lessor's
     receipt of Lessee's request hereunder.  In the event that Lessor shall
     not elect to recapture, and consents to the proposed sublease or
     assignment, Lessee shall pay Lessor a reasonable fee, not to exceed One
     Thousand And No/100 Dollars ($1,000.00) to reimburse Lessor for
     processing costs incurred in connection with reviewing Lessee's request
     for sublease or assignment.  Lessor's consent shall not release or
     discharge Lessee from future liability under this Lease and shall not
     waive Lessor's right to consent to any future assignment or sublease.
     Except as permitted herein, any assignment or subletting without
     Lessor's consent shall be void and shall, at Lessor's option,
     constitute a default under this Lease.  For purposes of this Lease, the
     transfer of the ownership in Lessee or the merger or consolidation of
     Lessee with other entities shall not constitute assignment of this
     Lease.

     Lessee shall not assign its interest in or under this Lease for security
     purposes, nor shall Lessee grant any security interest, lien or encumbrance
     against its interest in this Lease or in or to any property affixed to the
     Premises without the prior written consent of the Lessor, which consent
     shall not be unreasonably delayed, withheld or conditioned.  In no event
     shall Lessee grant, or allow to exist, any security interest in, or lien or
     encumbrance against, the fee title to the Premises, the Building in which
     the Premises are located or the real property on which the Building is
     located.

13.    ALTERATIONS.  After obtaining the prior written consent of Lessor, Lessee
     may make alterations, additions and improvements in the Premises (so long
     as such alterations, additions or improvements are not structural in nature
     and not visible from the exterior of the Premises) at its sole cost and
     expense.  Lessee agrees to save Lessor harmless from any damage, loss, or
     expense arising therefrom and to comply with all laws, ordinances, rules
     and regulations.  Upon termination of this Lease, all of the then-existing
     alterations, additions and improvements made in, to or on the Premises by
     Lessee or by Lessor as part of the initial improvements (including without
     limitation all electrical, lighting, plumbing, heating, air conditioning,
     and communications equipment and systems, doors, windows, partitions,
     drapery, carpeting, shelving, counters, and other physically attached
     fixtures unless excluded by written agreement between Lessor and


                                      11

<PAGE>

     Lessee) shall remain upon and be surrendered as a part of the Premises;
     provided however, Lessee shall remove those additions, alterations, or
     improvements (other than the Building standard improvements) as may be
     specified by Lessor, and repair and restore the Premises to its original
     condition at Lessee's sole cost and expense prior to expiration of the
     Term.  Lessee may request, and Lessor shall comply with such request
     within ten (10) days after Lessor's receipt of such request, at the time
     it obtains Lessor's approval to make alterations, that Lessor identify
     in writing any specific item that Lessor requires to be removed at the
     termination of this Lease. Notwithstanding the foregoing to the
     contrary, Lessee shall have no obligation to remove any of the Lessee
     Improvements made pursuant to EXHIBIT D hereto, unless specifically
     identified by Lessor in EXHIBIT D hereto.  Any structural and other
     changes, alterations or additions in or to the Building, the Premises or
     the Common Areas which may be necessary or required by reason of any
     law, rule, regulation or order promulgated by competent governmental
     authority shall be made promptly by Lessor after receipt of valid
     written notice from such authorized governmental authority requiring
     such change, alteration or addition.

14.    LIENS.  Lessee shall keep the Premises free from any liens arising out of
     any work performed, materials furnished, equipment supplied, or obligations
     incurred by or on behalf of Lessee.  No work performed, material furnished,
     equipment supplied or obligations incurred by or on behalf of Lessee shall
     be deemed to be for the immediate use and benefit of Lessor so that no
     mechanic's lien or other lien shall be allowed against Lessor's estate in
     the Premises.  Lessee shall provide, at Lessee's own cost, waivers of lien
     signed by any party who performs work, furnishes materials, or supplies
     equipment to the Premises.  Lessor will  require, at Lessee's sole cost and
     expense, a lien release and completion bond for work in excess of $50,000
     in an amount equal to either the actual contract price or one and one-half
     times the estimated cost of any improvements, additions or alterations in
     the Premises which Lessee desires to make, to insure Lessor against any
     liability for lien and to insure completion of the work.

15.    SIGNS.  All signs or symbols placed by Lessee in the windows and doors of
     the Premises, or upon any exterior part of the Building, shall be subject
     to Lessor's reasonable prior written approval and to all applicable codes
     and ordinances.  Prior to termination of this Lease, Lessee will remove all
     signs placed by it upon the Premises and/or the Building, and will repair
     any damages caused by such removal.

     Lessor shall, at no cost to Lessee, place Lessee's name on the main
     Building directory for all tenants of the Building and on any multi-tenant
     floor occupied by Lessee.  Lessor shall provide a common monument sign
     outside the main entrance to the Building (Howell Street) upon which Lessor
     shall place Lessee's name and logo along with the names and logos of other
     tenant(s) of the Building.  Provided Lessee occupies more than 50% of the
     Building and subject to applicable codes and ordinances and Lessor's
     approval:  (1) Lessee shall receive its preferred office signage location
     for the installation of its signage on


                                      12

<PAGE>

     the Building; and (2) Lessor agrees that no other tenant of the Building
     shall have more prominent signage on or around the Building than Lessee.
     Lessee's signage placed on the Building shall be at Lessee's expense.

16.    INSURANCE.

     A.   Lessee shall pay for and maintain, during the entire Lease Term, the
          following policies of insurance:

               (i)   Commercial general liability insurance, including products,
                     completed operations coverage and auto liability insurance
                     covering Lessee's operations and the Premises with limits
                     of not less than $2,000,000 per occurrence.  Such policies
                     shall be endorsed to provide contractual liability
                     insurance covering all liability assumed by Lessee under
                     the provisions of this Lease and a copy of said endorsement
                     will be delivered to Lessor prior to the Commencement Date.

               (ii)  Special cause of loss "all risk" perils and sprinkler
                     leakage property insurance upon Lessee's property in the
                     amount of one hundred percent (100%) full replacement cost.

     B.   Each policy provided by Lessee and Lessor shall expressly provide that
          it shall not be subject to cancellation or material change without at
          least thirty (30) days prior written notice to the other party.
          Lessee and Lessor shall furnish the other party, prior to the
          Commencement Date, with insurance certificates naming the other party
          as additional insured.

     C.   Lessor shall maintain property insurance during the entire Lease Term
          in the amount of one hundred percent (100%) full replacement value of
          the Building, the Premises (including the Lessee Improvements provided
          by Lessor under EXHIBIT D (Work Letter) and other improvements
          thereto), the Common Areas and all improvements thereto.  Lessor's
          coverage may include the perils of Special cause of loss (all risk)
          and earthquake.  Lessor shall also maintain commercial general
          liability insurance, including auto liability insurance, covering
          Lessor's operations and the Building, the Common Areas and the
          Premises with limits of not less than $2,000,000 per occurrence.  Such
          policies shall be endorsed to provide contractual liability insurance
          covering all liability assumed by Lessor under the provisions of this
          Lease and a copy of said endorsement will be delivered to Lessee prior
          to the Commencement Date.

17.  INDEMNITY AGAINST LIABILITY FOR LOSS OR DAMAGE

     A.   Lessee assumes all liability for and shall indemnify, hold harmless
          and defend Lessor from and against all loss, damage or expense which
          Lessor may sustain or incur, and against any and all claims, demands,
          suits and actions whatsoever, including expense of investigation and
          litigation, on


                                       13

<PAGE>

          account of injury to or death of persons, including without
          limitation employees of Lessor, employees of Lessee or its affiliated
          companies or on account of damage to or destruction of property,
          including without limitation property owned by and property in the
          care, custody or control of Lessor during the Term, due to or arising
          in any manner from:

               (i)   The acts or negligence of Lessee or any contractor,
                     subcontractor, or agent of Lessee or their respective
                     employees;

               (ii)  The use or operation of the Premises and/or materials or
                     substances used by Lessee or any of its contractors,
                     subcontractors or agents of Lessee or by their respective
                     employees;

               (iii) Any damage or injury to persons or property arising out of
                     Lessee's breach of this Lease, including, but not limited
                     to, obligations of Lessee under Section 7, Maintenance.

     B.   Except in the event of Lessor's negligence or intentional misconduct,
          Lessor shall have no liability to Lessee as a result of loss or damage
          to Lessee's property or for death or bodily injury caused by the acts
          or omissions of other tenants in the Building or by third parties
          (including criminal acts).

     C.   Lessee shall not be obligated to indemnify Lessor for the portion of
          any claim or liability caused by or arising from the act, omission,
          intentional misconduct or gross negligence of Lessor or any of its
          contractors, subcontractors, or agents of Lessor or by their
          respective employees.

     D.   Lessor assumes all liability for and shall indemnify, hold harmless
          and defend Lessee from and against all loss, damage or expense which
          Lessee may sustain or incur, and against any and all claims, demands,
          suits and actions whatsoever, including expense of investigation and
          litigation, on account of injury to or death of persons, including
          without limitation, employees of Lessee, employees of Lessor or its
          affiliated companies or on account of damage to or destruction of
          property, including without limitations, property owned by and
          property in the care, custody or control of Lessee during the Term,
          due to or arising in any manner from:

               (i)   The acts or negligence of Lessor or any contractor,
                     subcontractor, or agent of Lessor or their respective
                     employees;

               (ii)  The condition of the Premises, the Building or the Common
                     Areas and/or materials or substances present thereat or
                     used therein by Lessor or any of its contractors,


                                       14


<PAGE>

                     subcontractors or agents of Lessor or by their respective
                     employees;

               (iii) Any damage or injury to persons or property arising out of
                     Lessor's breach of this Lease, including, but not limited
                     to, obligations of Lessor under Section 7, Maintenance.

     E.   Lessor shall not be obligated to indemnify Lessee for the portion of
          any claim or liability caused by or arising from the act, omission,
          intentional misconduct or gross negligence of Lessee or any of its
          contractors, subcontractors, or agents of Lessee or by their
          respective employees.

     F.   It is mutually understood and agreed that the assumption of
          liabilities and indemnification provided for in this Section 17 shall
          survive any termination of this Lease.

18.    DAMAGE OR DESTRUCTION.  If any of the Premises, the Common Areas or a
     substantial part of the Building in which the Premises are located, shall
     be damaged or destroyed by fire or other insured casualty, and repair of
     the damage can not be completed within one hundred eighty (180) days,
     following receipt by Lessor of actual notice of such damage or destruction
     Lessor shall have the option either (a) to repair or rebuild as soon as
     reasonably possible, utilizing the  insurance proceeds to effect such
     repair, or (b) not to repair or rebuild, and to cancel this Lease on thirty
     (30) days notice.  If Lessor fails to give Lessee written notice of its
     election within thirty (30) days from the date of damage, or if the
     restoration of the Premises cannot be or are not actually completed within
     one hundred eighty (180) days from date of damage, Lessee may terminate
     this Lease at its option on three (3) days' written notice to Lessor.
     During the period of untenantability, rent shall abate in the same ratio as
     the portion of the Premises rendered untenantable bears to the whole of the
     Premises; provided that if the damage is due to the fault or neglect of
     Lessee, there shall be no abatement of rent.

     If the Premises, the Common Areas or the Building in which the Premises are
     located shall be damaged or destroyed by fire or other insured casualty,
     and repair of the damage can be completed within one hundred eighty (180)
     days,  Lessor shall repair or rebuild, as soon as reasonably possible
     utilizing the insurance proceeds to effect such repair.  All repairs to the
     Premises to be made by Lessor under this Section shall include the repair
     and restoration of all of the Lessee Improvements described in EXHIBIT D
     and any and all other improvements and fixtures made to the Premises by
     Lessor, based on the same plans and design (updated as necessary to comply
     with the then-current building codes and other applicable laws) as existed
     immediately before such damage or destruction occurred.  Materials used in
     repair or rebuilding shall be as nearly like original materials as may then
     be reasonably procured in regular channels of supply.  All such work shall
     be performed by Lessor at its sole cost and expense.


                                       15


<PAGE>

     If a substantial portion (in excess of $500,000) of the Premises or the
     Building in which the Premises are located shall be damaged or destroyed by
     an uninsured casualty, Lessor shall have the option either (a) to repair or
     rebuild as soon as reasonably possible, or (b) not to repair or rebuild,
     and to cancel this Lease on thirty (30) days notice.  In the event of
     cancellation by Lessor as a result of an uninsured casualty, Lessee shall
     have the right, but not an obligation, within five (5) days following
     Lessor's notice of cancellation, to override such cancellation by agreeing
     to repair the damage at Lessee's sole cost and expense.  In such event,
     Lessee shall repair or rebuild within a reasonable time following the
     damage or destruction.

19.    EMINENT DOMAIN.  If the whole of the Premises shall be taken by any
     public authority under the power of eminent domain, or purchased by the
     condemnor in lieu thereof, then the Term of this Lease shall cease as of
     the date title or possession is taken by such public authority.  If only
     part of the Premises shall be so taken, this Lease shall terminate only as
     to the portion taken, and shall continue in full force and effect as to the
     remainder of the Premises, and after the effective date of the taking the
     Monthly Minimum Rent and any additional rent as provided in this Lease
     payable by Lessee to Lessor hereunder shall be reduced proportionately;
     provided, however, if the remainder of the Premises cannot be made
     tenantable for the purposes for which Lessee has been using the Premises or
     if more than twenty-five percent (25%) of the rentable square footage of
     the Premises shall be so taken, or the Common Areas necessary for Lessee's
     conduct of its business at the Premises is so taken, then either party, by
     written notice to the other, given at least thirty (30) days prior to the
     date that possession must be surrendered to the public authority may
     terminate this Lease effective as of such surrender of possession.  Unless
     this Lease is terminated by virtue of a taking pursuant to this Section,
     Lessor shall as soon after the taking as may be reasonably possible, at its
     sole expense, make all repairs and alterations to the Premises and the
     Common Areas necessitated by such taking.  In such event, Lessee shall
     continue to utilize the Premises for the operation of its business to the
     extent that it may be practicable to do so in Lessee's business judgment.
     If Lessee continues doing business at the Premises prior to the completion
     of repair and restoration work by Lessor, the rent payable hereunder by
     Lessee shall be equitably abated based on the proportion that the unusable
     part of the Premises bears to the whole thereof.  In the event Lessee does
     not continue doing business at the Premises prior to the completion of
     repair or restoration work by Lessor, all rent and any and all other
     charges payable hereunder by Lessee shall abate from the time of the actual
     taking, sale or any disturbance of Lessee's possession of the Premises,
     until completion of such repair and restoration work by Lessor, and the
     expiration of such further reasonable time as shall be necessary to enable
     Lessee to resume doing business at the Premises.  Lessee may terminate this
     Lease by giving Lessor thirty (30) days' prior written notice in the event
     Lessor does not or is unable to complete its repair and/or restoration of
     the Premises and the Common Areas within one hundred eighty (180) days
     after the taking for any reason whatsoever.  In the event of any taking,
     whether whole or partial, Lessor shall be entitled to all awards,
     settlements, or


                                      16

<PAGE>

     compensation which may be given for the Land and Building. Lessee shall
     have no claim against Lessor for the value of any unexpired Term of this
     Lease.  Lessee shall have the right to seek an independent and separate
     award from the condemning authority so long as such award does not
     diminish the amount of the award payable to Lessor for the loss of
     goodwill, business interruption, cost of removal and decrease in value, as
     a result of such taking of Lessee's trade fixtures, equipment and
     stock-in-trade located at the Premises and the value of the leasehold of
     which it is deprived for the remainder of the Term of this Lease.

20.    INSOLVENCY.  If Lessee shall be finally declared insolvent or bankrupt,
     or if Lessee's leasehold interest herein shall be levied upon or seized
     under writ of any court of law, or if a trustee, receiver or assignee be
     appointed for the property of Lessee, whether under operation of State or
     Federal statutes, then Lessor may, at its option, immediately, without
     notice (notice being expressly waived), terminate this Lease and take
     possession of the Premises.

21.    DEFAULT AND RE-ENTRY.  If Lessee fails to keep or perform any of the
     covenants and agreements herein contained, then the same shall constitute a
     breach hereof, and if Lessee has not remedied such breach within three (3)
     days after written notice thereof from Lessor if the breach is non-payment
     of rent or other charges, or within twenty (20) days after written notice
     thereof from Lessor in the event of the breach of any other covenant,
     except that if the breach cannot reasonably be cured within such twenty
     (20) day period, then if Lessee fails to commence to cure within such
     twenty (20) day period and thereafter diligently prosecute such cure to
     completion, then Lessor may, at its option, without further notice or
     demand:

     A.   Cure such breach for the account and at the expense of Lessee
          (including entry upon the Premises to make repairs on behalf of
          Lessee where Lessee has failed to make such repairs as required under
          this Lease) and such expense shall be deemed additional rent due on
          the first of the following month; or

     B.   Re-enter the Premises, remove all persons therefrom, take possession
          of the Premises and remove all personal property therein at Lessee's
          risk and expense and (1) terminate this Lease, or (2) without
          terminating this Lease or in any way affecting the rights and remedies
          of Lessor or the obligations of Lessee, re-let the whole or any part
          of the Premises as agent for Lessee, upon such terms and conditions as
          Lessor may deem advisable.  In either event, any moneys received from
          Lessee and any deposit or other amounts held by Lessor may first be
          applied by Lessor to any damages suffered by Lessor as a result of
          such default, including without limitation, costs and expenses
          incurred on re-entry and re-letting, any unamortized (amortized over
          10 years at 10% interest) Lessee Improvement Allowance and commissions
          paid by Lessor pursuant to Section 35 hereof, cleaning, necessary
          repairs, restoration and alteration, and any commissions incurred on
          re-letting, and the balance of such


                                       17

<PAGE>

          amounts may be applied toward payment of other sums due to Lessor
          hereunder.  In the event the Premises are re-let for Lessee's account,
          Lessee shall pay to Lessor monthly any deficiency; however, Lessor
          shall not be required to pay any excess to Lessee.  Upon termination
          of this Lease or of Lessee's right to possession due to Lessee's
          default hereunder pursuant to this Section 21, Lessor has the right
          to recover from Lessee:  (1) the worth of the unpaid rent that had
          been earned at the time of such termination; (2) the worth of the
          amount of the unpaid rent that would have been earned hereunder after
          the date of such termination; and (3) any other amount, including
          court, attorney and collection costs, necessary to compensate Lessor.
          The "worth," as used in clause (1), is to be calculated allowing
          interest at 18% per year (or, if applicable, at such lower rate as
          may represent the highest legal limit allowed in the State of
          Washington).  The "worth," as used for clause (2), is to be computed
          by discounting the amount at the discount rate of the Federal Reserve
          Bank of San Francisco at the time of termination.  The above remedies
          of Lessor are cumulative and in addition to any other remedies now or
          hereafter allowed by law or elsewhere provided for in this Lease.
          Notwithstanding anything contained herein to the contrary, Lessee's
          failure to actually occupy or use any or all part of the Premises
          shall not be a default of this Lease so long as Lessee pays the rent
          required hereunder and performs its other obligations hereunder.

          Should Lessor default in the performance of any covenant or agreement
          herein, and such default continue for thirty (30) days after receipt
          by Lessor of written notice thereof from Lessee, or if the default of
          Lessor is of a type which is not reasonably possible to cure within
          thirty (30) days, if Lessor has not commenced to cure said default
          within said thirty (30) day period and does not thereafter diligently
          prosecute the curing of said default to completion, Lessee may
          (i) terminate this Lease upon written notice to Lessor; or (ii) pursue
          any other available legal or equitable remedy.

22.    REMOVAL OF PROPERTY.  Any property of Lessee removed by Lessor in
     accordance with Section 21 above shall be stored, sold or disposed of by
     Lessor, without any additional notice to Lessee, at the sole risk and
     expense of Lessee, and without any further responsibility of Lessor, in
     accordance with all applicable laws and regulations.  Any proceeds
     therefrom may be applied by Lessor upon any indebtedness due from Lessee to
     Lessor and the balance, if any, shall be remitted to Lessee.  Lessee waives
     all claims for damages that may be caused by Lessor re-entering the
     Premises and removing or disposing of said property as herein provided
     except for those resulting from Lessor's negligence or intentional
     misconduct.

23.    COSTS AND ATTORNEYS' FEES.  In the event either party shall commence
     legal action to enforce any provision of this Lease, the court shall award
     to the prevailing party all reasonable attorneys' fees and all costs
     incurred in connection


                                      18

<PAGE>

     therewith, including fees and costs on appeal and any bankruptcy
     proceedings.  Any action relating to this Lease shall be brought in King
     County, Washington.

24.    SUBROGATION WAIVER.  Lessor and Lessee each herewith and hereby release
     and relieve the other and waive its entire right of recovery against the
     other for loss or damage arising out of or incident to the perils of fire,
     explosion or any other perils described in the "all risk" insurance and the
     events covered under the property insurance coverages required under this
     Lease, whether due to the negligence of either party, their agents,
     employees or otherwise.  Each party shall obtain from its respective
     insurer under each insurance policy that it maintains a waiver of all
     rights of subrogation which the insurer may have against the other party
     for claims that are released under this Section 24.  Notwithstanding the
     foregoing to the contrary, the foregoing provisions contained in this
     Section 24 shall be inapplicable if it would have the effect, but only to
     the extent that it would have the effect, of invalidating any insurance
     coverage of the parties hereto.  If Lessee enters into a similar agreement
     with a subtenant of it as permitted under Section 12 above, which agreement
     extends to Lessor, the agreement of Lessor contained in this Section shall
     also extend to such subtenant.

25.    HOLDING OVER.  If Lessee, with the express consent of Lessor, shall hold
     over after the expiration  of the Term of this Lease, Lessee shall remain
     bound by all the covenants and agreements herein, except that (a) the
     tenancy shall be from month-to-month, and (b) the Monthly Minimum Rent to
     be paid by Lessee shall be 125% of the Monthly Minimum Rent in effect
     immediately preceding such expiration.  If Lessee holds possession of the
     Premises after the expiration of the Lease Term  without the express
     written consent of Lessor, Lessee shall remain bound by all the covenants
     and agreements herein, except that (a) the tenancy shall be from
     month-to-month, and (b) the Monthly Minimum Rent to be paid by Lessee
     shall be the greater of 200% of the Monthly Minimum Rent in effect
     immediately preceding such expiration or the total loss to Lessor as a
     result of Lessee's holdover if, effective during the term of such
     holdover, Lessor has leased all or part of the Premises to other
     lessee(s).  Any such tenancy may be terminated with twenty (20) days
     prior notice as provided by Washington State law.

     In the event of any unauthorized holding over, Lessee shall also indemnify
     and hold Lessor harmless from and against all  liability, losses, claims,
     causes of action, damages, costs and expenses (including without limitation
     attorney fees) resulting from Lessee's failure to surrender the Premises,
     including without limitation claims made by succeeding lessees resulting
     from Lessee's failure to surrender the Premises.

     Lessee's rights and obligations under this Section 25 shall survive the
     expiration or termination of this Lease.


                                       19


<PAGE>


26.    SUBORDINATION AND ATTORNMENT; MORTGAGE PROTECTION.

     A.   SUBORDINATION-NOTICE TO MORTGAGEE.  Prior to the Commencement Date,
          Lessor shall procure for the benefit of Lessee and deliver to Lessee
          non-disturbance agreements in forms and substance reasonably
          acceptable to Lessee from all of the then-existing holders of
          mortgages, deeds of trust and/or other security documents on or
          encumbering the Building, the Land, the Premises, or on Lessor's
          interest hereunder.  At the request of Lessor, Lessee shall promptly
          execute, acknowledge and deliver, all instruments in forms and
          substance reasonably acceptable to Lessee, which may be required to
          subordinate this Lease to any existing or future mortgages, deeds of
          trust and/or other security documents on or encumbering the Premises
          or on the leasehold interest held by Lessor, and to any extensions,
          renewals, or replacements thereof, provided that the mortgagee or
          beneficiary, as the case may be, shall agree to recognize this Lease
          and perform all of Lessor's obligations under this Lease in the event
          of foreclosure if Lessee is not in material default hereunder at such
          time.

     B.   LESSEE'S CERTIFICATE.  Lessee shall at any time and from time to time
          within five (5) business days after written notice from Lessor
          execute, acknowledge and deliver to Lessor a statement in writing
          (a) certifying that this Lease is unmodified and in full force and
          effect (or, if modified, stating the nature of such modification and
          certifying that this Lease as so modified is in full force and
          effect), and the date to which the rental and other charges are paid
          in advance, if any; and (b) acknowledging that there are not, to
          Lessee's knowledge, any uncured defaults on the part of Lessor or
          Lessee hereunder, or specifying such defaults if any are claimed; and
          (c) setting forth the date of commencement of rents and expiration of
          the Lease Term hereof; and, (d) such other information as Lessor shall
          reasonably require.  Any such statement may be relied upon by any
          prospective purchaser or encumbrancer of all or any portion of the
          Building of which the Premises are a part.

     C.   MORTGAGEE PROTECTION CLAUSE.  Lessee agrees to notify any mortgagee
          and/or trust deed holders, by registered or certified mail, with a
          copy of any notice of default served upon Lessor, provided that prior
          to such notice Lessee has been notified in writing (by way of Notice
          of Assignment of Rents and Lease, or otherwise) of the names and
          addresses of such mortgagees and/or trust deed holders.  Lessee
          further agrees that if Lessor shall have failed to cure such default,
          then the mortgagees and/or trust deed holders have thirty (30) days
          within which to cure such default.  In addition, if Lessor's default
          does not interfere with or adversely affect Lessee's conduct of its
          business at the Premises, and if such default cannot be cured within
          such thirty (30) day period, the mortgagees and/or trust deed holders
          shall have such additional time as may be necessary if within such
          thirty (30) days any mortgagee and/or trust deed holder has


                                       20

<PAGE>

          commenced and is diligently pursuing the remedies necessary to cure
          such default (including but not limited to commencement of
          foreclosure proceedings if necessary to affect such cure), in which
          event this Lease shall not be terminated so long as such remedies are
          being so diligently pursued.

27.    SURRENDER OF POSSESSION.  Lessee shall, at or prior to the termination of
     this Lease or of Lessee's right to possession, remove from the Premises all
     personal property, all of which Lessee is entitled to remove, and those
     alterations, additions, improvements or signs which may be required by
     Lessor to be removed, pursuant to Sections 13 and 15 above, and shall
     repair or pay for all damage to the Premises caused by such removal.  All
     personal property of Lessee remaining at the Premises after the termination
     or expiration of the Term of this Lease shall be disposed of pursuant to
     Section 22 above.  Lessee shall upon termination of this Lease or of
     Lessee's right of possession, deliver all keys to Lessor and peacefully
     quit and surrender the Premises without notice, neat and clean, and in as
     good condition as when Lessee took possession, except for reasonable wear
     and tear and except for damage by casualty or condemnation.

28.    LATE PAYMENT AND INTEREST.  If any amount due from Lessee is not received
     in the office of Lessor on or before the third (3rd) day following the date
     upon which such amount is due and payable and following the date of
     Lessee's receipt of Lessor's written notice relating thereto, a late charge
     of five percent (5%) of said amount shall become immediately due and
     payable, which late charge Lessor and Lessee agree represents a fair and
     reasonable estimate of the processing and accounting costs that Lessor will
     incur by reason of such late payment.  All past due amounts owing to Lessor
     under this Lease, including rent, shall be assessed interest at an annual
     percentage rate of eighteen percent (18%) from the date due until paid.

29.    NOTICE.  Any notice, communication or remittance required or permitted by
     this Lease by either party to the other shall be deemed given, served or
     delivered, in writing, delivered personally or by courier or by telephonic
     facsimile transmission with automatic confirmation, addressed to Lessor at
     the address specified for the payment of rent under Section 3 of this Lease
     or to Lessee at the Premises or to such other address as either party may
     designate to the other in writing from time to time.

30.    NO WAIVER OF COVENANTS.  Time is of the essence of this Lease.  Any
     waiver by either party of any breach hereof by the other shall not be
     considered a waiver of any future similar or other breach.

31.    ENTIRE AGREEMENT.  It is expressly understood and agreed by Lessor and
     Lessee that there are no promises, agreements, conditions, understandings,
     inducements, warranties, or representations, oral or written, express or
     implied, between them, other than as herein set forth and that this Lease
     shall not be


                                       21

<PAGE>

     modified in any manner except by an instrument in writing executed by the
     parties.

32.    BINDING ON HEIRS, SUCCESSORS AND ASSIGNS.  The covenants and agreements
     of this Lease shall be binding upon the heirs, executors, administrators,
     successors and assigns of both parties hereto, except as hereinabove
     provided.

33.    LESSOR'S ASSIGNMENT.  It is fully understood that Lessor shall have the
     full right to assign this Lease, without any notice to Lessee; provided,
     however, Lessor shall not be relieved from all and any liabilities under
     this Lease unless and until Lessee receives Lessor's written notice of such
     assignment and the assignee assumes all of Lessor's responsibilities as set
     forth in this Lease.

34.    ENVIRONMENTAL.  See Rider One attached and incorporated into this Lease
     by this reference.

35.    BROKERS; AGENCY DISCLOSURE; BROKERAGE RELATIONSHIPS.

     A.   PAYMENT OF BROKERS.  Lessor shall pay all of the fees and commissions,
          if any, due those real estate brokers or agents named below
          (collectively, the "Broker"), per the terms of a separate agreement
          between Lessor and the Broker (the "Brokerage Agreement"), in
          connection with this Lease including without limitation Lessee's
          exercise (if any) of its option to expand the Premises and/or (if
          applicable under the terms of the Brokerage Agreement), Lessee's
          exercise of its option to extend the Term of this Lease.  Such fees
          and commissions to the Broker shall be paid one-half upon lease
          execution and one-half upon occupancy, or as otherwise provided in the
          Brokerage Agreement.  If Lessee or Lessor (the "Indemnifying Party")
          has dealt with any other person or real estate broker with respect to
          leasing or renting space in the Building, the Indemnifying Party shall
          be solely responsible for the payment of any fee due said person or
          firm and the Indemnifying Party shall hold the other party hereto free
          and harmless against any liability in respect thereto, including
          attorneys' fees and costs.

     B.   AGENCY DISCLOSURE.  At the signing of this Lease, Tim O'Keefe and Matt
          Christian, of Colliers International, represented Lessee.  Each party
          signing this document confirms that the prior oral and/or written
          disclosure of agency was provided to it in this transaction.  (As
          required by WAC 308-124D-040).

36.    FORCE MAJEURE.  Except for monetary obligations which are specifically
     excluded from this Paragraph 36, neither party shall have any liability to
     the other on account of the following acts of "force majeure," which shall
     include (a) the inability to fulfill, or delay in fulfilling, any of such
     party's obligations under this Lease by reason of strike, lockout, other
     labor trouble, dispute or disturbance;


                                       22

<PAGE>

     (b) governmental regulation, moratorium, action, inaction, preemption or
     priorities or other control, including delays in receipt of permits;
     (c) shortages of fuel, supplies or labor; (d) any failure or defect in the
     supply, quantity, or character of electricity or water furnishing the
     Building with electricity or water; or (e) for any other reason, whether
     similar or dissimilar to the above, or for act of God, beyond such party's
     reasonable control.  If this Lease specifies a time period for performance
     of an obligation of either party, that time period shall be extended by
     the period of any delay in such party's performance caused by any of the
     events of force majeure described herein.

37.    LIMITATION OF LIABILITY.  The recourse of Lessee to recover any claim
     against Lessor arising under this Lease shall be limited to Lessor's
     interest in the Building and the Land and to the rents, issues and profits
     from the Building and the Land.  Lessee waives any and all recourse for any
     such liability against Lessor's members, partners, shareholders, trustees
     or beneficiaries, or any property or assets of Lessor other than the
     Building and the Land.

38.    EXHIBITS:  The following exhibits or riders are made a part of this Lease
     and are incorporated herein by reference:


                                  Rider One - Environmental

                          Exhibit   A  -   Floor Plan of Premises


                          Exhibit   A-1 -  Legal Description


                          Exhibit   B  -   Rules and Regulations


                          Exhibit   C  -   Standards for Utilities and
                                           Services


                          Exhibit   D  -   Work Letter Agreement



                          Exhibit   D-1 -  Construction Drawings
                                           and Description of Lessee
                                           Improvements


                          Exhibit
                                    E  -   Additional Riders to Lease

                          Exhibit   F  -   Standards for Cleaning


                                       23

<PAGE>


LESSOR:                            LESSEE:

BENAROYA CAPITAL COMPANY, LLC      SHOPNOW.COM INC.



By: ____________________________   By: _____________________________
     Larry R. Benaroya                  Printed Name: ______________
Its: Manager                       Its:_____________________________


Date:___________________________   Date:____________________________



                                       24


<PAGE>

STATE OF WASHINGTON      )
                         )  ss.
COUNTY OF KING           )


     I certify that I know or have satisfactory evidence that Larry R. Benaroya
is the person who appeared before me, a Notary Public in and for the State of
Washington duly commissioned and sworn, and acknowledged that he is the Manager
of Benaroya Capital Company, LLC, a Washington limited liability company, who
executed the within and foregoing instrument, and acknowledged the instrument to
be the free and voluntary act and deed of said company for the uses and purposes
therein mentioned, and on oath stated that affiant is authorized to execute said
instrument on behalf of said company.


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


(Seal or stamp)               _________________________________________________
                              Notary Signature


                              _________________________________________________
                              Print/Type Name
                              Notary Public in and for the State of Washington,
                              residing at _____________________________________
                              My appointment expires __________________________


                                      25

<PAGE>


STATE OF WASHINGTON      )
                         )  ss.
COUNTY OF ______________ )


     I certify that I know or have satisfactory evidence that ________________
_________________________ is the person who appeared before me, a Notary Public
in and for the State of Washington duly commissioned and sworn, and acknowledged
that he/she is the ________________________, of Shopnow.com Inc., a Washington
corporation, who executed the within and foregoing instrument, and acknowledged
the 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 affiant is
authorized to execute said instrument on behalf of said corporation.


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


(Seal or stamp)
                              _________________________________________________
                              Notary Signature


                              _________________________________________________
                              Print/Type Name
                              Notary Public in and for the State of Washington,
                              residing at _____________________________________
                              My appointment expires __________________________


                                      26

<PAGE>

                                  RIDER ONE

                EMISSIONS; STORAGE, USE AND DISPOSAL OF WASTE


  a.   EMISSIONS.  Lessee shall not, in violation of applicable laws,
       (i) discharge, emit or permit to be discharged or emitted, any liquid,
       solid or gaseous matter, or any combination thereof, into the
       atmosphere, the ground or any body of water, which does or may pollute
       or contaminate the same, or does or may adversely affect the health or
       safety of persons, or the use or enjoyment of the Premises; or
       (ii) transmit, receive or permit to be transmitted or received, any
       electromagnetic, microwave or other radiation in, on or about the
       Premises.

  b.   STORAGE.  If, with or without violation of this Lease, Lessee
       possesses at the Premises any matter described in Section A above or
       any Hazardous Substances (as defined below), Lessee shall store the
       same in appropriate leak proof containers and/or areas which  comply
       with all laws.

  c.   DISPOSAL OF WASTE.  Subject to Lessor's obligation to perform
       janitorial services pursuant to EXHIBIT C and EXHIBIT F to this Lease,
       Lessee shall not keep any trash, garbage, waste or other refuse on the
       Premises except in sanitary containers and shall regularly and
       frequently remove same from the Premises.  Lessee shall keep all such
       containers in a clean and sanitary condition.  Lessee shall properly
       dispose of all sanitary sewage and shall not use the sewage system for
       the disposal of anything except sanitary sewage, nor in excess of
       capacity.  Lessee shall not cause any obstruction in the sewage
       disposal system.

  d.   COMPLIANCE OF LAW.  Notwithstanding any other provision in the Lease
       to the contrary, Lessee shall comply with all Laws in complying with
       its obligations under this Lease, and in particular, Laws relating to
       the storage, use and disposal of Hazardous Substances (as defined
       below).

  e.   INDEMNIFICATION FOR BREACH.  Lessee shall defend, indemnify and hold
       Lessor, the Project and the holder of a trust deed or mortgage on the
       Project harmless from any loss, claim, liability or expense,
       including, without limitation, attorneys fees and costs, at trial
       and/or on appeal and review, arising out of or in connection with its
       failure to observe or comply with the provisions of this Rider.  This
       indemnity shall survive the expiration or earlier termination of the
       Term of the Lease or the termination of Lessee's right of possession
       and be fully enforceable thereafter.

  f.   INDEMNIFICATION REGARDING HAZARDOUS SUBSTANCES.  In addition to the
       indemnity obligations contained elsewhere herein, Lessee shall
       indemnify, defend and hold harmless Lessor, the Premises, the Project,
       and the


                                      27

<PAGE>

       holder of a trust deed or mortgage on the Project, from and against
       all claims, losses, damages, monitoring costs, response costs,
       liabilities, and other costs expenses caused by, arising out of, or in
       connection with, the generation, release, handling, storage,
       discharge, transportation, deposit or disposal in, on, under or about
       the Premises by Lessee or any of Lessee's agents of the following
       (collectively referred to as "Hazardous Substances"):  hazardous
       materials, hazardous substances, toxic wastes, toxic substances,
       pollutants, petroleum products, underground tanks, oils, pollution,
       asbestos, PCB's, radioactive materials, or contaminants, as those
       terms are commonly used or as defined by federal, state, and/or local
       law or regulation related to protection of health or the environment
       as any of same may be amended from time to time, and/or by any rules
       and regulations promulgated thereunder.  Such damages, costs,
       liability and expenses shall include such as are claimed by any
       regulating and/or administering agency, any ground lessor or master
       lessor of the Project, the holder of any Mortgage or Deed of Trust on
       the Project, and/or any successor of Lessor named herein.  This
       indemnity (and Lessor's indemnity specified in (h) below) shall
       include (i) claims of third parties, including governmental agencies,
       for damages, fines, penalties, response costs, monitoring costs,
       injunctive or other relief; (ii) the costs, expenses or losses
       resulting from any injunctive relief, including preliminary or
       temporary injunctive relief; (iii) the expenses, including fees of
       attorneys and experts, of report the existence of Hazardous Substances
       to an agency of the State of which the Premises is located or of the
       United States as required by applicable laws and regulations; and (iv)
       any and all expenses or obligations, including attorney's fees,
       incurred at, before and after any administrational proceeding, trial,
       appeal and review.  This indemnity (and Lessor's indemnity specified
       in (h) below) shall survive the expiration or earlier termination of
       the Term of the Lease or the termination of Lessee's right of
       possession and shall remain fully enforceable thereafter.

  g.   INFORMATION.  Lessee shall give prior written notice to Lessor of  any
       use, whether incidental or otherwise, of Hazardous Substances on the
       Premises which might be in violation of applicable laws, and shall
       immediately deliver to Lessor a copy of any notice of any violation of
       any Law with respect to such use.  Lessee shall also provide to
       Lessor, upon request, copies of all filings and reports to
       governmental entities.  In the event of any accident, spill or other
       incident involving Hazardous Substances, Lessee shall immediately
       report the same to Lessor and supply Lessor with all information and
       reports with respect to the same.  All information described herein
       shall be provided to Lessor regardless of any claim by Lessee that it
       is confidential or privileged.

  h.   LESSOR'S OBLIGATIONS.  Lessor warrants and represents to Lessee that
       as of the date of this Lease, and as of the Commencement Date, (i) the
       Premises and the Project do not contain any Hazardous Substances


                                      28

<PAGE>

       (except standard building materials present in compliance with
       environmental laws and disclosed to Lessee), nor are there any
       Hazardous Substances on, in or below the ground surface of the Land
       including without limitation the Premises and the Project, (ii) the
       Premises, the Project, the Common Areas and any other portion of the
       Land have not been used to store, generate, handle, treat or dispose
       of any Hazardous Substances, (iii) Lessor has not received any
       Environmental Notices relating to any part of the Land, and (iv) the
       Premises, the Project and the Common Areas do not contain any
       (a) electrical transformers or other equipment containing
       polychlorinated biphenyl in excess of 50 parts per million,
       (b) asbestos in any form, (c) urea formaldehyde foam insulation or
       (d) underground storage tanks.  As used herein, "Environmental Notice"
       means any complaint, order, or other notice with regard to Hazardous
       Substances issued by any governmental entity or any other third party
       with respect to the Land, the Project or the Premises.  Lessor shall
       immediately provide Lessee with telephone notice, followed by written
       notice, of any Environmental Notices received by Lessor.  Lessor shall
       indemnify, hold harmless and defend Lessee, its trustees, officers,
       employees, agents contractors and invitees from and against any and
       all claims, liabilities, losses, damages, cleanup costs, and expenses
       (including reasonable attorney's fees) arising out of or in any way
       related to Lessor's breach of the foregoing representations or
       warranties or Lessor's keeping or release of, existence of or claim of
       existence of, or claim of injury or damage resulting from  Hazardous
       Substances in, on or under the Premises, the Project, the Land and the
       Common Areas during the Term of this Lease.  The foregoing obligations
       of Lessor shall survive the expiration or termination of this Lease.


                                      29

<PAGE>

                                  EXHIBIT A

                            FLOOR PLAN OF PREMISES







                                      30

<PAGE>

                                 EXHIBIT A-1


                              LEGAL DESCRIPTION



PARCEL A:

THE NORTHEASTERLY 60.5 FEET OF LOT 12 AND THE SOUTHEASTERLY HALF OF THE
NORTHEASTERLY 60.5 FEET OF LOT 11, BLOCK 55, PLAT OF SECOND ADDITION TO THE
TOWN OF SEATTLE, AS LAID OFF BY THE HEIRS OF SARAH A. BELL (DECEASED),
(COMMONLY KNOWN AS HEIRS OF SARAH A. BELL'S SECOND ADDITION TO THE CITY OF
SEATTLE), ACCORDING TO THE PLAT THEREOF, RECORDED IN VOLUME 1 OF PLATS,
PAGE(S) 121, IN KING COUNTY, WASHINGTON.

PARCEL B:

LOTS 11 AND 12, BLOCK 55, SECOND ADDITION TO THE TOWN OF SEATTLE AS LAID OFF
BY THE HEIRS OF SARAH A. BELL (DECEASED), (COMMONLY KNOWN AS HEIRS OF SARAH
A. BELL'S SECOND ADDITION TO THE CITY OF SEATTLE), ACCORDING TO THE PLAT
THEREOF, RECORDED IN VOLUME 1 OF PLATS, PAGE(S) 121, IN KING COUNTY,
WASHINGTON;

EXCEPT THE NORTHWESTERLY HALF OF SAID LOT 11 AS CONVEYED TO GEORGE JENSEN BY
DEED RECORDED FEBRUARY 23, 1893 UNDER RECORDING NUMBER 110574; AND EXCEPT THE
NORTHEASTERLY 60.50 FEET OF THE REMAINDER AS CONVEYED TO E.J. FAIRCHILD BY
DEED RECORDED APRIL 18, 1946 UNDER RECORDING NUMBER 3560459; AND

LOTS 7, 8, 9, 10 AND THE NORTHWESTERLY HALF OF LOT 11 AS CONVEYED TO GEORGE
JENSEN BY DEED RECORDED FEBRUARY 23, 1893 UNDER RECORDING NUMBER 110574; ALL
IN BLOCK 55, SECOND ADDITION TO THE TOWN OF SEATTLE AS LAID OFF BY THE HEIRS
OF SARAH A. BELL (DECEASED), (COMMONLY KNOWN AS HEIRS OF SARAH A. BELL'S
SECOND ADDITION TO THE CITY OF SEATTLE), ACCORDING TO THE PLAT THEREOF,
RECORDED IN VOLUME 1 OF PLATS, PAGE(S) 121, IN KING COUNTY, WASHINGTON;

EXCEPT THE NORTHWESTERLY 7 FEET OF SAID LOT 7 CONDEMNED FOR STEWART STREET BY
THE CITY OF SEATTLE ON JULY 29, 1908 UNDER KING COUNTY SUPERIOR COURT CAUSE
NUMBER 58229 AS PROVIDED FOR IN CITY OF SEATTLE ORDINANCE NUMBER 14881.


                                      31

<PAGE>

                                  EXHIBIT B

                            RULES AND REGULATIONS


1.   Any directory provided by Lessor for the Building will be for the display
     of the name and location of tenants, and Lessor reserves the right to
     exclude any other names.

2.   Lessee shall not place any new locks or re-key any existing locks on any
     doors of the Premises, or change any plumbing or wiring without the prior
     written consent of Lessor.  All keys shall be obtained from Lessor and
     Lessee shall not, from any other source, duplicate keys.  Lessee, upon
     termination of the tenancy, shall deliver to Lessor all keys which have
     been furnished, or shall pay Lessor the cost of changing the lock(s) opened
     by any lost key(s) if Lessor reasonably deems it necessary to make such
     change.  Lessor, its employees and agents may retain a passkey to the
     Premises.

3.   The Common Area sidewalks, halls, passages, exits, entrances, elevators and
     stairways shall not be obstructed by Lessee or used for any purpose,
     including storage or placement of trash, other than for ingress to and
     egress from the Premises.  The halls, passages, exits, entrances,
     elevators, stairways, balconies and roof are not for the use of the general
     public and Lessor shall in all cases retain the right to control and
     prevent access thereto by all persons whose presence, in the judgment of
     Lessor, shall be prejudicial to the safety, character, reputation and
     interests of the Building and its tenants, provided that nothing herein
     contained shall be construed to prevent such access to persons with whom
     Lessee normally deals in the ordinary course of Lessee's business, unless
     such persons are engaged in illegal activities, intoxicated or violate any
     of these Rules and Regulations.  Lessee, Lessee's employees or invitees
     shall not go upon the roof of the Building except to install, maintain,
     operate and replace Lessee's rooftop equipment, provided Lessee must be
     accompanied by Lessor's representative (if available) whenever accessing
     the roof.

4.   Lessee shall not make or permit any use of the Premises which may emit
     noise, odor or vibrations from the Premises which are objectionable to
     Lessor or other occupants of the Building.  Lessee shall not use or permit
     any part of the Premises to be used for lodging or sleeping.

5.   The toilet rooms, urinals, washbowls and other apparatus shall not be used
     for any purpose other than that for which they were constructed and no
     foreign substance of any kind whatsoever shall be thrown therein and the
     expense of any breakage, stoppage or damage resulting from the violation of
     this rule shall be borne by Lessee who, or whose employees or invitees,
     shall have caused it.


                                      32

<PAGE>

6.   Lessee shall not use or keep in the Premises or the Building, any kerosene,
     gasoline or flammable or combustible fluid or materials in violation of
     applicable laws or without Lessor's reasonable consent, or use any method
     of heating or air conditioning other than supplied or authorized by Lessor.

7.   Lessee shall not do or permit to be done within the Premises anything which
     would unreasonably annoy or disturb or interfere with the rights of other
     tenants of the Building.  Lessee shall not solicit or canvass any occupant
     of the Building.

8.   Lessee shall not commit or permit to be committed any waste, damage or
     injury to the Premises or other premises within the Building, or the Common
     Areas within and adjoining the Building.  Such waste, damage or injury
     shall be repaired at Lessee's own expense.

9.   Lessee shall not waste electricity or water and agrees to cooperate fully
     with Lessor to assure the most effective and economical use of utility
     services provided to the Building by Lessor.

10.  Lessee shall keep Lessor advised of the current telephone numbers of
     Lessee's employees who may be contacted in emergency, i.e., fire, break-in,
     vandalism, etc. If Lessor shall reasonably deem it necessary to respond to
     such emergency in Lessee's behalf, Lessee shall pay all reasonable costs
     incurred for services ordered by Lessor to secure or otherwise protect the
     Premises and the contents thereof, including a reasonable premium charge
     for any time spent by Lessor's employees in responding to such emergency,
     if applicable.

11.  Lessee shall see that the doors of the Premises are closed and securely
     locked before leaving the Building and must observe strict care and caution
     that all water faucets or water apparatus are entirely shut off before
     Lessee's employees leave the Premises, so as to prevent waste or damage,
     and for any default or carelessness by Lessee, Lessee shall make good all
     injuries sustained by Lessor, other tenants, or occupants of the Building.

12.  Lessee shall not place upon or install on, or beside, the windows, walls or
     exterior doors of the Premises or any part of the Premises visible from the
     exterior of the Premises any object including without limitation signs,
     symbols, canopies, awnings, window coverings or other advertising or
     decorative material, without obtaining the reasonable prior written consent
     of Lessor.

13.  Lessee shall not overload the floor of the Premises or mark, drive nails,
     screw, or drill into the partitions, woodwork or plaster, or in any way
     deface the Premises or any part thereof without obtaining the reasonable
     prior consent of Lessor.  Lessee shall not bore holes, cut or string wires,
     or lay floor tile, carpet or other floor covering in or around the Premises
     in any manner, except as  approved in writing by Lessor.  The expense of
     repairing any damage resulting from a violation of this rule or removal of
     any floor covering shall be borne by Lessee by


                                      33

<PAGE>

     whom, or by whose contractors, employees, or invitees, the damage shall
     have been caused.

14.  No vending machine(s) of any description (except for those for the
     exclusive use and benefit of Lessee's employees and invitees) shall be
     installed, maintained or operated upon the Premises without the written
     consent of Lessor.

15.  Lessee agrees that it shall comply with all  fire, life safety, security
     and other regulatory policies and procedures that may be issued from time
     to time by Lessor.

16.  Without the written consent of Lessor, Lessee shall not use the name of the
     Building in connection with or in promoting or advertising the business of
     Lessee, except as Lessee's address.

17.  No  furniture, freight, or equipment of any kind shall be brought into the
     Building without the reasonable consent of Lessor and all moving of the
     same into or out of the Building shall be done at such time and in such
     manner as Lessor shall reasonably designate.  Lessor shall have the right
     to prescribe the size and position of all safes and other heavy equipment
     brought into the Building.  Flooring under safes or other heavy objects
     must be reinforced or a means of proper weight distribution provided, at
     Lessee's expense, if, in the reasonable opinion of Lessor, such precautions
     are necessary.  Any damage done to the Building by moving or maintaining
     any such safe or other property shall be repaired at the expense of Lessee.
     There shall not be used in any space, or in the public halls of the
     Building, either by Lessee or others, any pallet jacks or hand trucks,
     except those equipped with rubber tires and side guards.

18.  Lessee shall not employ or permit access to any person(s) for the purpose
     of cleaning the Premises unless otherwise  agreed to by Lessor.  Lessee
     shall not cause any unnecessary deterioration of the Premises by reason of
     Lessee's carelessness or indifference in the preservation of good order and
     cleanliness.  Lessor shall in no way be responsible to Lessee for any loss
     of property on the Premises, however occurring, or for any damage done to
     the effects of Lessee, by the janitor or any person other than the
     janitors, employees, contractors and agents of Lessor.

19.  If the Premises are equipped with heating facilities separate from those in
     the remainder of the Building, Lessee shall keep the Premises at a
     temperature sufficient to prevent freezing of water in pipes and fixtures.

20.  Lessor reserves the right, by written notice to Lessee, to rescind,
     substitute, alter or waive any rule or regulation at any time prescribed
     for the Building when, in Lessor's reasonable judgment, it is necessary,
     desirable or proper for the best interest of the Building and its tenants.

21.  Lessee may not bring any animals into the Building or the Premises except
     for those that are utilized for service to the handicapped.


                                      34

<PAGE>

                                  EXHIBIT C

                     STANDARDS FOR UTILITIES AND SERVICES


The following Standards for Utilities and Services are in effect.  Lessor
reserves the right to adopt nondiscriminatory modifications and additions
hereto.

1.   Monday through Friday, except holidays, from 7 a.m. to 6 p.m. and on
     Saturday's from 7:00 a.m. to 3:00 p.m. (and other times upon the request of
     Lessee made on a floor-by-floor basis for the sum of $20.00 per hour per
     floor and adjusted from time to time to reflect increases in utility
     costs), ventilate the Premises and furnish air conditioning or heating, and
     on such other days and hours, when in the reasonable judgment of Lessor it
     may be required for the comfortable occupancy of the Premises.  Lessee
     agrees to cooperate fully at all times with Lessor, and to abide by all
     reasonable regulations and requirements which Lessor may prescribe for the
     proper function and protection of said HVAC system.  Lessee agrees not to
     connect any apparatus, device, conduit or pipe to the Building chilled and
     hot water air conditioning supply lines.  Lessee further agrees that
     neither Lessee nor its employees, agents, visitors, licensees or
     contractors shall at any time enter mechanical installations or facilities
     of the Building or adjust, tamper with, touch or otherwise in any manner
     affect said installations or facilities.  The cost of maintenance and
     service calls to adjust and regulate the HVAC system shall be charged to
     Lessee if the need for maintenance work results from either Lessee's
     adjustment of room thermostats or Lessee's failure to comply with its
     obligations under this section.

2.   Electric power as required by the Building standard office lighting, HVAC,
     and typical office business machines in an amount not less than 8 watts per
     rentable square foot.  Lessee agrees, should its electrical installation or
     electrical consumption be in excess of the aforesaid quantity or extend
     beyond normal business hours, to reimburse Lessor monthly for the measured
     consumption at the average cost per kilowatt hour charged to the Building
     during the period.  If a separate meter is not installed at Lessor's cost,
     such excess costs will be established by an estimate agreed upon by Lessor
     and Lessee, and if the parties fail to agree, as established by an
     independent licensed engineer.  Lessee agrees not to use any apparatus or
     device in, or upon, or about the Premises which may in any way  increase
     the amount of such services usually furnished or supplied to the Premises,
     and Lessee further agrees not to connect any apparatus or devise with
     wires, conduits or pipes, or the other means by which such services are
     supplied, for the purpose of using additional or unusual amounts of such
     services, without the prior written consent of Lessor.  Should Lessee use
     the same to excess, the refusal on the part of Lessee to pay upon demand of
     Lessor the amount reasonably established by Lessor and Lessee for such
     excess charge shall constitute a breach of the obligation to pay rent under
     this Lease and shall entitle Lessor to the rights therein granted for such
     breach.


                                      35


<PAGE>

     At all times Lessee's use of electric current shall never exceed the
     capacity of the feeders to the Building or the risers or wiring
     installation and Lessee shall not install or use or permit the
     installation or use of any unusually high weight or high electrical
     consumption computer or electronic data processing equipment in the
     Premises without the prior written consent of Lessor, which consent shall
     not be unreasonably withheld, or delayed.

3.   Provide janitor service to the Premises in accordance with EXHIBIT F to the
     Lease, provided the same are used exclusively as offices, and  are kept
     reasonably in order by Lessee, and if to be kept clean by Lessee, no one
     other than persons reasonably approved by Lessor shall be permitted to
     enter the Premises for such purposes.  If the Premises are not used
     exclusively as offices, the non-office portions of the Premises shall be
     kept clean and in order by Lessee, at Lessee's expense, and to the
     reasonable satisfaction of Lessor, and by persons reasonably approved by
     Lessor.  Lessee shall pay to Lessor the cost of removal of any of Lessee's
     refuse and rubbish to the extent that the same exceeds the refuse and
     rubbish usually attendant upon the use of the Premises as offices.  At no
     additional cost to Lessee, Lessor shall cause the Premises to be thoroughly
     cleaned prior to and immediately after Lessee's initial move into the
     Premises, and Lessor shall not charge any additional amount to Lessee in
     connection with Lessee's actual move into the Premises.

     Subject to Lessee's right to rent abatement and Lease termination set forth
     in this Lease, Lessor reserves the right to stop service of the elevator,
     plumbing, ventilation, air conditioning and electric systems, when
     necessary, by reason of accident or emergency or for repairs, alterations
     or improvements, in the reasonable judgment of Lessor desirable or
     necessary to be made, until said repairs, alterations or improvements,
     shall have been completed, and shall further have no responsibility or
     liability for failure to supply elevator facilities, plumbing, ventilation,
     air conditioning or electric service.  Subject to Lessee's right to rent
     abatement and Lease termination set forth in this Lease, it is expressly
     understood and agreed that any covenants, express or implied, for Lessor to
     furnish any service for the benefit of Lessee shall not be deemed breached
     if Lessor is unable to furnish or perform the same by virtue of a strike or
     labor trouble or any other cause whatsoever beyond Lessor's reasonable
     control.

4.   Lessee shall not use or install in the Premises any heat generating
     equipment (other than computers and computer-related equipment), except as
     specifically authorized herein, or installed pursuant to the Work Letter
     Agreement, without Lessor's reasonable prior written consent.  The
     inclusion of this restriction is to ensure that the HVAC system is adequate
     to service the Building and the various uses of tenants that occupy the
     Building.


                                       36
<PAGE>

                                     EXHIBIT D

                               WORK LETTER AGREEMENT

1.   Lessor shall provide Lessee with a Lessee Improvement Allowance of $32.50
     per square foot of rentable area included in the Premises (which amount
     includes cost of construction, permitting and design fees, Washington State
     Sales Tax and Lessor's 3% construction management/supervision fee) towards
     the construction of the Lessee Improvements to the Premises (the "Lessee
     Improvement Allowance"). Lessor shall provide any and all Building standard
     materials (subject to the limits set in the Lessee Improvement Allowance
     including any applicable management/supervision fee) at Lessor's direct
     out-of-pocket costs containing no additional mark-up by Lessor.  Lessor
     shall not charge any fee for the use of the elevator or dock in connection
     with the construction of the Lessee Improvements to the Lessee Improvements
     Allowance or to Lessee.  If the contract price to complete the Lessee
     Improvements exceeds the Lessee Improvement Allowance (a "shortfall") or if
     Lessee shall request any change in the Construction Drawings and if such
     change results in a shortfall, Lessor shall promptly notify Lessee in
     writing of the amount of such shortfall, and Lessee shall, prior to the
     commencement of the Lessee Improvements, either (i) provide its approval of
     the shortfall and deliver a check made payable to Lessor in the amount of
     the authorized shortfall, or (ii) for any amount up to $5 per square foot
     of rentable area included in the Premises, Lessee may choose to accept an
     increase in the Minimum Monthly Rent by adding an amount sufficient to
     amortize the authorized shortfall starting as of the Commencement Date in
     equal monthly installments over the 10-year Lease Term at 10% interest per
     annum, or (iii) cause the Construction Drawings to be redesigned (subject
     to all the terms of this EXHIBIT D) to reduce the cost of the Lessee
     Improvements to an amount within the limits of the Lessee Improvement
     Allowance.  Upon the Commencement Date, Lessor will provide Lessee with the
     detailed calculation of the actual cost of the Lessee Improvements with
     evidence of payment thereof reasonably satisfactory to Lessee, and any
     unused portion of the shortfall payment previously made by Lessee shall be
     refunded to Lessee.  Any unused portion of the $32.50 per square foot
     Lessee Improvement Allowance may be used for additional improvements to the
     Premises or the payment of the Monthly Minimum Rent payable hereunder for a
     period of up to one (1) year following the Commencement Date.

2.   Lessor shall complete the Lessee Improvements to the Premises as described
     in EXHIBIT D-1 in a good and workmanlike manner with new first-class
     materials by a contractor approved by Lessee and Lessor in writing, subject
     to Lessee's right to supervision and management.  Prior to March 15, 2000,
     Lessee shall cause its architect and interior designer to prepare space
     plans (the "Space Plans") for the Premises and submit them to Lessor for
     Lessor's review and reasonable approval.  Prior to May 15, 2000, Lessee
     shall cause its architect and interior designer to prepare permit drawings
     (the "Permit Drawings") based upon the


                                       37
<PAGE>


     Space Plans approved by Lessor, and submit them to Lessor for Lessor's
     review and reasonable approval.  On or before June 30, 2000, Lessee
     shall cause its architect and interior designer to prepare final
     electrical, mechanical and other plans, specifications and construction
     drawings for the Premises (the "Construction Drawings") based upon the
     Space Plans and Permit Drawings approved by Lessor, and submit them to
     Lessor for Lessor's review and reasonable approval.  The Construction
     Drawings approved and initialed by Lessor and Lessee shall be attached
     hereto as EXHIBIT D-1 and made a part hereof.  The fees of Lessee's
     architect(s) and interior designer(s) in connection with the preparation
     of the Space Plans, Permit Drawings and Construction Drawings shall be
     paid or reimbursed to Lessee by Lessor up to $0.50 per rentable square
     foot of the Premises upon written demand therefor by Lessee to Lessor.
     As soon as such Space Plans, Permit Drawings and Construction Drawings
     are completed, Lessee shall deliver the same to Lessor for approval.
     Lessor shall promptly review and approve the Space Plans, Permit
     Drawings and Construction Drawings within two (2) days after the date of
     receipt thereof and shall initial two (2) copies of the Site Plans,
     Permit Drawings and Construction Drawings as indication of its approval
     thereof.  Lessor's approval of the Construction Drawings shall
     constitute mutual authorization to complete the Lessee Improvements in
     accordance with such Construction Drawings.  If Lessee desires to make
     any change in the Construction Drawings after Lessor's approval thereof,
     Lessee shall promptly notify Lessor in writing of the change and Lessor
     shall have two (2) days to approve or reject the requested change.  The
     Lessee Improvements shall include, as part of the Lessee Improvement
     Allowance, the installation of access at the street level from two (2)
     separate and diverse points to bring fiber optic cable into the
     Building, and two (2) four-inch (4") conduits total to the Building (1
     from each point).  Lessee shall have the right, at any time and from
     time to time during the Term of this Lease (including, without
     limitation, extension terms) to expand capacity as needed for its
     business conducted at the Premises.  Lessee shall also have the right to
     install cable and conduits through the Building's risers in order to run
     the cable and conduit from the street, the Building's ground floor and
     the roof of the Premises and the Building. Lessee may have up to two (2)
     four-inch (4") conduits in each riser.

3.   Lessee is solely responsible for the suitability of the design and function
     of the Lessee Improvements for Lessee's needs and business.  Lessee shall
     also be responsible for procuring or installing in the Premises any trade
     fixtures, equipment, furniture, furnishings, telephone equipment or other
     personal property (collectively, "Personal Property") to be used in the
     Premises by Lessee, and the cost of such Personal Property shall be paid by
     Lessee.  Lessee shall conform to Lessor's wiring standard reasonably
     acceptable to Lessee and all applicable codes when installing any telephone
     and computer equipment and shall be subject to any and all rules of the
     site during construction of the Lessee Improvements.  Lessee shall have the
     right to install in the Premises, at its sole option and expense, a
     generator and a UPS system.

                                       38
<PAGE>


     Notwithstanding anything contained in this Lease which may be construed to
     the contrary, Lessor warrants to Lessee that, on and after the Commencement
     Date, all necessary equipment, software and appliances, including but not
     limited to, elevators, heating, ventilating and air conditioning systems,
     card key access systems, door locks, energy management systems, sprinkler
     systems, fire detection and life safety systems and other Building systems
     will be fully functional and perform their normal operations.

4.   If the completion of the Lessee Improvements in the Premises is delayed
     (i) at the request of Lessee, (ii) by Lessee's failure to comply with the
     foregoing provisions, (iii) by changes in the work requested (whether or
     not Lessee authorizes Lessor to proceed therewith) or ordered by Lessee or
     by extra work ordered by Lessee, or (iv) because Lessee chooses to have
     additional work performed by Lessor (each, a "Lease Delay"), then Lessee
     shall be responsible for all costs and expenses occasioned by such delays.
     including, without limitation, any costs and expenses attributable to
     increases in labor or materials, and there shall be no delay in the
     commencement of Lessee's obligation to pay rent if the completion of the
     Lessee Improvements is delayed as a result of the foregoing.

5.   Lessee may, with Lessor's written consent, which consent shall not be
     unreasonably withheld or delayed, enter the Premises at least sixty (60)
     days prior to the Commencement Date solely for the purpose of installing
     Lessee's Personal Property, fixtures and equipment and making improvements
     to the Premises as long as such entry does not interfere with the orderly
     construction and completion of the Premises.  Lessee shall notify Lessor of
     its desired time(s) of entry and shall submit for Lessor's reasonable
     approval the scope of the work to be performed and the name(s) of the
     contractor(s) who will perform such work.  Lessee hereby indemnifies and
     agrees to protect, defend and hold Lessor, any mortgagee, ground lessor or
     beneficiary of a mortgage, ground lease or deed of trust related to the
     Premises or the Building harmless from and against any and all suits,
     claims, actions, losses, costs or expenses (including claims for worker's
     compensation) for any nature whatsoever, together with reasonable attorney
     fees for counsel of Lessor's choice, arising out of or in connection with
     the installation of Lessee's Personal Property or equipment (including, but
     not limited to, claims for breach of warranty, personal injury or property
     damage).

                                       39
<PAGE>


                                     EXHIBIT E

                                  RIDERS TO LEASE

1.   OPTION TO RENEW:  Lessee may extend the Term of this Lease for two
     additional terms of five (5) years each, provided Lessee satisfies the
     conditions below.  If so extended, this Lease shall continue as though the
     extended term(s) were part of the original term except the Minimum Monthly
     Rent pursuant to Section 3, which shall be increased at the beginning of
     the extension term to the then current market rent (the "Market Rent").
     Lessee's right to extend this Lease as above stated is subject to the
     following conditions:

          (a)  Lessee shall provide Lessor at least twelve (12) months prior
               written notice of its exercise of this option.

          (b)  Lessee shall not have been in default beyond any applicable cure
               period more than once during the twelve (12) months period
               immediately preceding Lessee's issuance of the extension option
               exercise notice.

     If Lessee exercises its option to renew the Term of this Lease, prior to
     the commencement of the first extension term, if so requested by Lessee in
     writing, for no additional cost to Lessee, Lessor shall replace the carpet
     for the entire Premises and repaint all of the interior walls of the
     Premises, and Lessee shall have the right to designate the color and
     quality of the new carpet and paint for the Premises.

     The Monthly Minimum Rent for each extension term shall be the Market Rent
     as of the first day of the applicable extension term.  The Market Rent
     shall be the monthly rent paid under comparable leases for comparable space
     (newly carpeted and painted, if repainting and recarpeting are performed by
     Lessor pursuant to Lessee's request under the preceding paragraph) by
     tenants in buildings of comparable quality in an area in Seattle,
     Washington, bounded on the west by Elliott Bay, on the east by Interstate
     5, on the north by Roy, and on the south by Yesler.  The Market Rent shall
     be determined as follows:

     (a)       Within ten (10) days after Lessor's receipt of Lessee's extension
          option exercise notice, Lessor shall provide written notice to Lessee
          setting forth the Market Rent as determined by Lessor (the "Landlord
          Market Rent").  If Lessee does not object in writing delivered to
          Lessor within five (5) days after its receipt of Lessor's notice
          setting forth the Landlord Market Rent, such Landlord Market Rent
          shall be the Monthly Minimum Rent for the applicable extension term.

     (b)       If Lessee timely objects to the Landlord Market Rent within the
          5-day period, the parties shall have ten (10) days after Lessee's
          objection notice in which to agree on the Market Rent.

                                       40
<PAGE>


     (c)       If the parties are unable to agree on the Market Rent within that
          period, then within ten (10) days after the expiration of that period,
          Lessee shall deliver a written notice to Lessor setting forth the
          Market Rent as determined by Lessee (the "Tenant Market Rent"), and
          each party shall select an independent appraiser and the two
          appraisers so selected shall jointly appoint a third appraiser (the
          "Determining Appraiser"). The Determining Appraiser shall make an
          independent determination of whether the Landlord Market Rent or the
          Tenant Market Rent represents the correct Market Rent for the renewal
          term as of the commencement date thereof, without reduction for
          concessions and including any market escalations then in effect.  The
          Determining Appraiser will be instructed that it must choose either
          the Landlord Market Rent or the Tenant Market Rent. Such determination
          of Market Rent shall be made within thirty (30) days of selection of
          the Determining Appraiser

          Each party shall be bound by this determination.  All appraisal costs
     will be paid by the party whose suggested Market Rent was not selected as
     the Market Rent by the Determining Appraiser. The Market Rent determination
     established pursuant to this Section will be binding upon the parties and
     the Lease shall be extended for the additional term unless the parties
     mutually agree to nullify the Lease Term extension and allow the Lease to
     terminate on its originally scheduled termination date.

2.   OPTION TO CANCEL:  Lessee shall have a one-time right to terminate all or a
     portion of the Premises (the location of any remaining partial floor area
     of which shall be subject to Lessor's reasonable approval, if Lessee wishes
     to terminate this Lease with respect to less than all of any floor leased
     by Lessee hereunder) at the end of the fifth year of the Term of this Lease
     with twelve (12) months prior written notice.  Upon Lessee's issuance of
     such termination notice, Lessee shall pay to Lessor an amount equal to the
     sum of (i) the unamortized Lessee Improvement Allowance and commission
     (amortized over ten (10) years at 10% per annum interest); (ii) the Minimum
     Monthly Rent for year 6 of the Term of this Lease; and (iii) the difference
     between the average annual Minimum Monthly Rent payable under this Lease
     during the entire ten (10) year Lease Term multiplied by five (5), and the
     total Minimum Monthly Rent actually paid hereunder during the initial five
     years of the Lease Term, attributable to the area of the Premises with
     respect to which Lessee wishes to terminate this Lease on a per-square-foot
     basis.   In the event Lessee terminates this Lease with respect to a
     portion of the Premises, the remaining Premises may include no more than
     one "partial floor" as a result of such cancellation, and the Monthly
     Minimum Rent, Additional Rent and all other amounts payable hereunder shall
     be reduced based upon the ratio which the rentable square feet included in
     the remaining Premises bears to the rentable square feet included in the
     Premises prior to the reduction.  Additionally, the partial floor that is
     retained by Lessee shall be demised by Lessee in a configuration reasonably
     specified by Lessor so that in Lessor's reasonable judgement, it will most
     likely have the greatest success in the reletting of the remainder of the
     floor to a third party.


                                       41
<PAGE>

3.   RIGHT OF FIRST OFFER: Provided Lessee has not been in default of any term
     or condition of this Lease beyond any applicable cure period more than once
     during the immediately preceding twelve- (12-) month period, and subject to
     the rights of other tenants of the Building existing as of the date of this
     Lease, if any space within the Building in which the Premises is located is
     or becomes available for lease or if Lessor becomes aware that any such
     space is to become available, Lessor will provide Lessee with notice of
     such availability (the "First Offer Notice").  The First Offer Notice will
     contain the following information:

          1.   The description of the specific space within the Building.

          2.   The date on which the space will become available.

          3.   The rental rate which Lessor is willing to accept for such space.

     For ten (10) days following Lessee's receipt of the First Offer Notice,
     Lessee will have the exclusive right to lease the space identified in the
     notice for the same non-monetary terms and conditions of this Lease except
     for the terms specified in the First Offer Notice.  If Lessee either waives
     its right or fails to notify Lessor within the ten-day period that Lessee
     shall lease such additional space, then Lessor may lease such space to any
     third party on terms acceptable to Lessor, and this Right of First Offer
     shall terminate and be of no further force or effect with respect to that
     particular First Offer Notice.  Lessee's failure to exercise the Right of
     First Offer in any instance shall not be a waiver to exercise its right in
     a future instance.  If Lessee exercises its right to lease the identified
     space, this Lease shall be amended to include such additional space in the
     Premises and to set forth such other amendments hereto mutually acceptable
     to Lessee and Lessor.  This Right of First Offer expires on January 31,
     2010 unless Lessee has exercised its Option to Renew as provided in
     paragraph 1 of this EXHIBIT E.

4.   PARKING:  Throughout the Term of this Lease, Lessor shall provide Lessee
     with parking stalls in the parking area within the Building based on a
     minimum ratio of 1 parking stall per 1000 RSF leased by Lessee in the
     Building.  Additionally, Lessor will provide Lessee up to 80  stalls in the
     Building or in other areas that are close to the Building and that are
     owned or controlled (garage or surface lot) by Lessor, on a month-to-month
     if-available basis.  All parking is provided at standard rates as  adjusted
     by Lessor from time to time.

5.   ROOFTOP EQUIPMENT:  Throughout the Term of this Lease (including any
     extension thereof), Lessee shall have the non-exclusive right to install,
     operate and maintain Lessee's rooftop communication equipment.  All
     equipment shall only serve Lessee and its customers and shall be subject to
     the reasonable review and approval of Lessor as far as size and location,
     and affect on roof membrane. The rent for such space shall be at market
     rates as reasonably determined by Lessor based on similar charges received
     by Lessor and other lessors for similar space. Lessor shall work with
     Lessee on the configuration and

                                       42
<PAGE>

     installation of any rooftop equipment. Access to said equipment shall be
     subject to Building rules and regulations.  Lessee may conduct an
     infra-red and structural inspection of the roof of the Building prior to
     the Commencement Date.

6.   OPTION TO EXPAND:  At any time prior to February 1, 2000, Lessee shall have
     the Option to Expand by adding some or all of the seventh floor of the
     Building (which contains approximately 30,094 rentable square feet of
     space) to the Premises by written notice to Lessor, which shall designate
     the desired location of the additional Premises on the seventh floor, which
     shall be subject to Lessor's reasonable approval, if Lessee desires to
     lease less than all of the Seventh Floor.  In the event Lessee exercises
     its Option to Expand, the Monthly Minimum Rent, Additional Rent, the Lessee
     Improvement Allowance, and all other terms shall be adjusted consistent
     with the terms of the Lease on a per rentable square foot basis.  The
     parties will execute an amendment to this Lease reflecting the addition of
     the expansion space within two (2) weeks following Lessee's exercise of its
     Option to Expand.

7.   TRADE FIXTURES:  Lessee at its own expense shall provide, install and
     maintain all trade fixtures and equipment reasonably required (and may
     substitute for and alter the same) to enable it to conduct its business at
     the Premises.  Such fixtures and equipment shall remain the property of
     Lessee and Lessee may remove the same or any part thereof at any time prior
     to the expiration or termination of this Lease.  Lessee shall repair at its
     own expense any damage to the Premises caused by the removal of said
     fixtures or equipment by Lessee, ordinary wear and tear and damages from
     casualty and condemnation excepted.  Any fixtures or equipment installed by
     Lessee pursuant hereto shall not be subject to and shall be free of any
     lien for the payment of rent by Lessee or for the performance of any other
     obligation of Lessee under this Lease.

8.   MEMORANDUM:  It is agreed that a short form Memorandum of this Lease, upon
     Lessee's request therefor, shall be executed and acknowledged by the
     parties for the purpose of recording forthwith upon or after the execution
     of this Lease and recorded by Lessee.

9.   QUIET ENJOYMENT:  Lessor covenants that Lessor is seized of the Premises
     and has full right to make this Lease, and that Lessee shall have quiet and
     peaceful possession thereof as against any adverse claim of Lessor or any
     other party.

                                       43
<PAGE>
                                     EXHIBIT F

                               STANDARDS FOR CLEANING

     The following cleaning and janitorial services shall be performed with
respect to the Premises and the Common Areas in a manner consistent with Class A
office building in downtown Seattle.

NIGHTLY SERVICES:

          (a)  Turn off all lights except those required to be left on.

          (b)  Vacuum carpeted areas and entrance mats.  (Traffic patterns and
               around desks as needed.)

          (c)  Dust mop all resilient floors with treated dust mops and spot
               spillage.

          (d)  Dust desks, chairs, window ledges, credenzas, cabinets,
               handrails, countertops, banisters and horizontal surfaces with
               treated dust rags.  No feather dusters will be allowed.

          (e)  Papers and folders on desks are not to be moved or disturbed.

          (f)  Spot clean all cabinetry doors and countertops in tenant kitchens
               as well as exteriors of refrigerators, microwaves, dish washing
               machines, trash compactors, etc.  Clean and polish inside of all
               sinks.

          (g)  Empty all ashtrays, clean and sanitize as needed.

          (h)  Empty waste baskets and recycle bins, insert liners as required,
               remove and deposit trash in appropriate containers.  Empty only
               that which is in waste containers or otherwise clearly marked
               trash.

          (i)  Clean and sanitize all waste baskets.

          (j)  Return chairs and waste baskets to proper positions.

          (k)  Police all interior stairwells.

          (l)  Police all interior public corridors and planters.

          (m)  Dust and remove debris from all entrances and all metal door
               thresholds.

          (n)  Wipe clean all smudged brightwork.

          (o)  Spot clean all wall surfaces as needed.

                                       44
<PAGE>


          (p)  Spot clean all carpets, resilient and composition floors as
               required.

          (q)  Vacuum and clean all walk-off mats as required.

          (r)  Close all drapes and venetian blinds at exterior windows.

          (s)  Check for burned out lights and report to supervisor - supervisor
               to advise Lessor who shall replace such lights as part of
               Operating Expenses.

WEEKLY SERVICES:

          (a)  Perform all "low dusting" not done daily; coat racks and shelves,
               desks, credenzas, counters, desk accessories, cabinets, all
               ledges and flat surfaces within reach, furniture ledges, window
               sills, door louvers, wood paneling and molding.

          (b)  Dust and remove debris from of all door thresholds.

          (c)  Clean and polish chrome and bright metal, entrance doors, kick
               and push plates, and all metal thresholds.  Leave all surfaces
               streak-free.

          (d)  Spray wax and buff all tile floors.

          (e)  Sweep all service stairwells.

          (f)  Dust all vinyl base.

          (g)  Completely vacuum and edge all carpeted areas.

          (h)  Move all plastic carpet protectors and thoroughly vacuum under
               and around all desks and office furniture.

          (i)  Remove fingerprints, smudges, etc. from all doors, door frames,
               glass partitions, windows, light switches, walls, elevator doors,
               jambs and elevator interiors.  Leave all surfaces streak-free.

          (j)  Clean, sanitize and polish all drinking fountains.

MONTHLY SERVICES:

          (a)  Dust all high reach areas including tops of door frames,
               furniture ledges, air conditioning diffusers, return air grills,
               tops of partitions, picture frames, etc.

          (b)  Vacuum upholstered furniture.

                                       45
<PAGE>


          (c)  Scrub and re-wax all floors as needed.

          (d)  Clean and disinfect all phones.

          (e)  Damp wipe fire extinguisher cabinets.

          (f)  Dust venetian blinds and vacuum drapes at exterior window and
               relites.

QUARTERLY SERVICES:

          (a)  Dust leather, plastic or naugahyde furniture.

          (b)  Dust light fixtures using damp cloth.

          (c)  Vacuum carpet with pilelifter to restore pile to its original
               upright condition and remove all imbedded dirt and grit.

          (d)  Strip all hard-surfaced floors, refinish and machine polish to
               uniform appearance.

SEMI-ANNUAL SERVICES:

(a)  Wash and dry all air diffusers and grills.


                                       46