FIRST AMENDMENT TO AMENDMENT AGREEMENT

This First Amendment to Amendment Agreement (the "First Agreement") is dated this  day of November, 2000, and is
between Apex Inc., a Washington corporation (the "Company"), and Kevin J. Hafer ("Employee"), and amends that certain Amendment Agreement by and between the Company and Employee dated
March 7, 2000 (the "Amendment Agreement"). Any capitalized term used in this First Amendment without definition shall have the meaning given such term in the Amendment Agreement.

RECITALS

WHEREAS, on March 7, 2000, the Company and Employee entered into the Amendment Agreement; and

WHEREAS,
the Company and Employee now wish to enter into this First Amendment amending certain provisions of the Amendment Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment, the Company and Employee agree as follows:

1.Section 3.Section 3 of the Amendment Agreement is hereby amended by deleting the
existing language of Section 3 in its entirety and substituting the following new language:



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2.Section 6.Section 6 of the Amendment Agreement is hereby amended by deleting the
existing language of Section 6 in its entirety and substituting the following new language:



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3.Section 8.Section 8 of the Amendment Agreement is hereby amended by deleting the
existing language of Section 8 in its entirety and substituting the following new language:



4.Attachment B.Attachment Bto the Amendment
Agreement is hereby amended by deleting suchAttachment Bin its entirety and substituting the attached newAttachment
B.

5.Remaining Terms Unchanged.Except as specifically set forth in this First Amendment, all remaining
terms in the Amendment Agreement shall remain unchanged and in full force and effect.

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IN WITNESS WHEREOF, each of the parties has executed this First Amendment, in the case of the Company by its duly authorized officer,
as of the day and year set forth below.

|DATE: |  |  | APEX INC.      
|----- |  |  | ---------------
|      |  |  | By:            
|      |  |  | Title:         
|      |  |  | KEVIN J. HAFER:
|      |  |  |                

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ATTACHMENT B

CONFIRMATION OF RESIGNATION AND GENERAL RELEASE

By signing below, I hereby acknowledge and confirm my agreement to all the terms of the Amendment Agreement ("Agreement"). I also agree that, as of the date I
sign this document, I release and waive any and all additional employment claims (e.g., statutory employment claims, wrongful discharge types of claims or related claims, breach of employment contract
types of claims, but not claims for breach of the Agreement itself) I may have relating to my employment with Apex Inc. and/or the termination of that relationship which I would not have but
for my being an employee of Apex Inc. since the time I signed the Agreement, as well as releasing and waiving any and all other claims referenced in Paragraph 8 of the Agreement to the
extent permitted by law.

|*Dated: |  |  |  |  |               
|------- |  |  |  |  | --------------
|        |  |  |  |  |               
|        |  |  |  |  | EMPLOYEE:     
|        |  |  |  |  | Kevin J. Hafer

*THIS DOCUMENT TO BE EXECUTED AND DELIVERED TO THE COMPANY TWICE: FIRST, CONTEMPORANEOUSLY WITH THE EXECUTION AND DELIVERY OF THE FIRST AMENDMENT TO THE AMENDMENT AGREEMENT,
AND SECOND, ONE DAY AFTER THE TERMINATION OF EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, AS DESCRIBED IN THE AMENDMENT AGREEMENT (AS AMENDED).

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ATTACHMENT B

CONFIRMATION OF RESIGNATION AND GENERAL RELEASE

By signing below, I hereby acknowledge and confirm my agreement to all the terms of the Amendment Agreement ("Agreement"). I also agree that, as of the date I
sign this document, I release and waive any and all additional employment claims (e.g., statutory employment claims, wrongful discharge types
of claims or related claims, breach of employment contract types of claims, but not claims for breach of the Agreement itself) I may have relating to my employment with Apex Inc. and/or the
termination of that relationship which I would not have but for my being an employee of Apex Inc. since the time I signed the Agreement, as well as releasing and waiving any and all other
claims referenced in Paragraph 8 of the Agreement to the extent permitted by law.

|*Dated: |  |  |  |  |               
|------- |  |  |  |  | --------------
|        |  |  |  |  |               
|        |  |  |  |  | EMPLOYEE:     
|        |  |  |  |  | Kevin J. Hafer

*THIS DOCUMENT TO BE EXECUTED AND DELIVERED TO THE COMPANY TWICE: FIRST, CONTEMPORANEOUSLY WITH THE EXECUTION AND DELIVERY OF THE FIRST AMENDMENT TO THE AMENDMENT AGREEMENT,
AND SECOND, ONE DAY AFTER THE TERMINATION OF EMPLOYEE'S EMPLOYMENT WITH THE COMPANY, AS DESCRIBED IN THE AMENDMENT AGREEMENT (AS AMENDED).

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