<PAGE>
                                                                        EX-10.12

                                  Lease between
                       Spokane Industrial Park, A Division
                       Of PENTZER DEVELOPMENT CORPORATION,
                            A Washington corporation
                                    Landlord
                                       And
                                CXT, INCORPORATED
                             A Delaware corporation,
                                     Tenant

                            Dated as of April 1, 1993

                               (Tract A BSP 88-21)
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TABLE OF CONTENTS

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                                                                PAGE
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<S>                                                             <C>
ARTICLE 1                                                         1
Definitions

ARTICLE 2                                                         2
Premises Leased

ARTICLE 3                                                         2
Term

ARTICLE 4                                                         2
Base Rent

ARTICLE 5                                                         3
Security Deposit

ARTICLE 6                                                         3
Use of Premises

ARTICLE 7                                                         4
Repairs and Maintenance of Premises

ARTICLE 8                                                         5
Hazardous Materials

ARTICLE 9                                                         6
Taxes and Assessments

ARTICLE 10                                                        7
Utilities

ARTICLE 11                                                        8
Common Area Expenses

ARTICLE 12                                                        9
All Expenses Other Than Specifically Dealt With, Audit Rights

ARTICLE 13                                                        9
Indemnification of Landlord

ARTICLE 14                                                       11
Insurance

ARTICLE 15                                                       13
Limit on Landlord's Liability

ARTICLE 16                                                       13
Defaults and Remedies

ARTICLE 17                                                       15
Landlord's Right to Perform Tenant's Covenants

ARTICLE 18                                                       15
Costs and Attorneys' Fees
</TABLE>
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<TABLE>
<S>                                                              <C>
ARTICLE 19                                                       16
Interest on Overdue Payments

ARTICLE 20                                                       16
No Total Payments Abatement

ARTICLE 21                                                       16
Damage to Premises

ARTICLE 22                                                       17
Condemnation

ARTICLE 23                                                       17
Transfer of Tenant's Interest

ARTICLE 24                                                       19
Subordination

ARTICLE 25                                                       19
Surrender

ARTICLE 26                                                       20
Holding Over

ARTICLE 27                                                       20
Quiet Enjoyment

ARTICLE 28                                                       21
Right of Inspection

ARTICLE 29                                                       21
Recording

ARTICLE 30                                                       21
Estoppel Certificates

ARTICLE 31                                                       22
Non-waiver

ARTICLE 32                                                       22
Authority

ARTICLE 33                                                       23
Brokers

ARTICLE 34                                                       23
Notices

ARTICLE 35                                                       23
Construction

ARTICLE 36                                                       23
Covenants to Bind and Benefit Respective Parties

ARTICLE 37                                                       24
Sole Understanding of Parties
</TABLE>
<PAGE>
<TABLE>
<S>                                                              <C>
ARTICLE 38                                                       24
Further Documents

ARTICLE 39                                                       24
Venue

ARTICLE 40                                                       24
Consultation
</TABLE>

LEASE

     This LEASE (hereinafter referred to as "the lease" or "this lease") is made
and entered into as of the 1st day of April, 1993, by and between SPOKANE
INDUSTRIAL PARK, a division of PENTZER DEVELOPMENT CORPORATION, a Washington
corporation ("Landlord"), and CXT, INCORPORATED, a Delaware corporation
("Tenant").

                                   ARTICLE 1.
                                   Definitions

As used in this lease, the following terms are defined as follows:

     1.1 "Improvements" shall mean all buildings, structures and improvements
now or hereafter situated, erected or constructed on the Property and all
personal property, equipment and trade fixtures not capable of being removed
without permanent damage to real property. Damage shall not be considered
permanent if it can be, and is, repaired by Tenant as required by ARTICLE 25.
"Existing Improvements" shall mean all Improvements situated, erected or
constructed on the Property or any part thereof as of the date hereof. "New
Improvements" shall mean all Improvements situated, erected or constructed on
the Property after the date hereof.

     1.2 "Premises" shall mean the Property and the Improvements.

     1.3 "Project " shall mean the following-described real property, consisting
of approximately 8,619,217 gross square feet, of which the Property is a part:

All property located within

a) Spokane County Altered Binding Site Plan No. 87-17, recorded in Volume 1 of
Plats, page 22A, records of Spokane County, Washington;

b) Spokane County Binding Site Plan No. 88-21, recorded in Volume 1 of Plats,
page 23, records of Spokane County, Washington; and

C) Spokane County Binding Site Plan No. 88-22, recorded in Volume ___of Plats,
page ___, records of Spokane County, Washington.

     Landlord and Tenant acknowledge that a portion of the Project will not have
final binding site plan approval by Spokane County until completion of certain
<PAGE>
Infrastructure Improvements. Pending completion of the Infrastructure
Improvements, the portion of the Project described in Section 1.3(c) of the
Lease shall be that real property described on Exhibit A attached to and made a
part of this lease.

     1.4 *Property" shall mean the following-described real property, consisting
of approximately 529,254 gross square feet, and all easements, licenses,
privileges, rights and appurtenances related thereto, subject to all easements,
rights-of-way, restrictions and reservations of record:

     Tract A, Spokane County Binding Site Plan No. 88-21, recorded in Volume 1
of Plats, page 23, records of Spokane County, Washington.

     1.5 "Total Payment shall mean all monetary sums due from Tenant to or for
the account of Landlord during the term of this lease, including, without
limitation, all Base Rent and Additional Rent. "Base Rent" shall mean all sums
payable by Tenant under ARTICLE 4. "Additional Rent" shall mean and include
every other cost and expense which Tenant shall be obligated to pay under any
provision of this lease as well as all sums of money paid or advanced by
Landlord upon Tenant's behalf.

                                   ARTICLE 2.
                                 Premises Leased

     2.1 Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the Premises, subject to all terms and conditions of this lease.

                                   ARTICLE 3.
                                      Term

     3.1 The term of this lease shall commence April 1, 1993 and shall end on
March 31, 2003.

                                   ARTICLE 4.
                                    Base Rent

     4.1 Tenant shall pay to Landlord Base Rent of Seventeen Thousand Five
Hundred Ten Dollars ($17,51O.OO) for each calendar month during the first year
of the lease term. On April 1, 1994 and on the first day of each April
thereafter, the monthly Base Rent payable for the succeeding year shall be
increased to equal one hundred three percent (103%) of the monthly Base Rent
payable in the immediately preceding year.

     4.2 Base Rent for each calendar month shall be paid in lawful U.S. money,
at the address specified in ARTICLE 34 or such other place as Landlord may from
time to time designate in writing. Base Rent for each calendar month shall be
paid in advance on the first day of each month and without demand, offset or
deduction, except as expressly provided in this lease. Base Rent for any portion
of a calendar month at the beginning of the lease term or at the end of the
lease term shall be prorated.
<PAGE>
                                   ARTICLE 5.
                                Security Deposit

     5.1 Upon execution of this lease Tenant shall give to Landlord, and
thereafter within five (5) days after request shall deposit additional funds as
necessary to maintain with Landlord,

a security deposit of waived Dollars ($ waived). The security deposit shall be
held by Landlord and any interest thereon shall belong to Landlord. If Tenant
fails to make the "Total Payments" required under this Lease or defaults in
performance of its other obligations under this Lease, Landlord may use all or
pan of the security deposit to pay any such amounts in default or for payment of
any other amount which Landlord spends or becomes obligated to spend by reason
of Tenant's default, or for the payment to Landlord of any other loss or damage
which Landlord may suffer by reason of Tenant's default. Landlord shall not be
required to utilize the security deposit prior to declaring a default under the
Lease, nor shall the security deposit be a limitation on Landlord's damages or
other rights under this Lease for a payment of liquidated damages or an advance
payment of Total Payments. If Tenant shall have fully performed all of the
promises, covenants, terms and conditions of this lease and surrendered the
Premises in accordance with ARTICLE 25, the security deposit shall be returned
to Tenant within thirty (30) days after the expiration of this lease.

                                   ARTICLE 6.
                                 Use of Premises

     6.1 The Premises shall be used for office purposes, the manufacture,
storage and distribution of pavers, concrete railroad ties, other concrete
products, and associated products, and for no other purpose without the prior
written consent of Landlord, which consent shall not be unreasonably withheld.
Landlord's withholding of consent shall not be unreasonable if based upon
increased risks posed by Tenant's use of hazardous substances.

     6.2 Tenant shall not use or permit the Premises to be used for any unlawful
purpose and shall use the Premises and Improvements in accordance with all laws,
rules, regulations, ordinances and requirements now or hereafter in effect,
including, without limitation, any applicable to the generation, use,
manufacture, treatment, transportation, storage or disposal of hazardous
substances.

     6.3 No change, alteration or improvement to the Improvements shall be
undertaken nor shall New Improvements be constructed without Landlord's prior
consent, which consent shall not be unreasonably withheld; provided, however,
Tenant shall not be required to obtain such consent for (i) changes,
alterations, improvements, or construction costing less than Ten Thousand
Dollars ($10,000.00) which do not affect the roof, exterior building materials,
any structural component or the primary electrical, plumbing, HVAC or other
major system of the Improvements. Tenant shall give written notice to Landlord
of any proposed change, alteration, improvement or construction requiring
consent prior to making such change, alteration, improvement or construction. If
a change, alteration, improvement or construction would involve a cost of more
than Ten Thousand Dollars ($10,000.00) or would affect the roof, exterior
building materials, any structural component or the primary electrical,
plumbing, HVAC or other major system of the Improvements, Tenant (a) shall
provide Landlord with complete plans and specifications therefor along with
Tenant's notice, and (b) shall not proceed without Landlord's prior written
<PAGE>
consent, which shall be given or denied within fifteen (15) days after receipt
of Tenant's notice and complete plans and specifications. Landlord shall be
deemed to have consented to, and Tenant may proceed with any change, alteration,
improvement or construction for which Landlord's consent is required, in the
absence of any objection from Landlord within such fifteen (15) day period. By
written notice to Tenant, Landlord may extend the time for granting or
withholding consent to any proposed change, alteration, improvement or
construction for up to a maximum of thirty (30) additional days if necessary due
to the scope of Tenant's plans. All changes, alterations, improvements and
construction shall be at Tenant's sole cost, free of claims of lien, and shall
be performed in a good and workmanlike manner and in conformance with applicable
building codes and other laws, ordinances, rules and regulations.

     6.4 Tenant shall conduct its business and control its employees, agents,
invitees and visitors in such manner as not to create any unlawful nuisance, or
unreasonably interfere with, annoy or disturb any other tenant of the Project.
Tenant shall not do anything which would cause Landlord's insurance rates to
increase unless Tenant pays the amount of such increase. Tenant shall not do
anything which is prohibited by insurance policies maintained by Landlord or
Tenant under this lease or which would cause a cancellation of any such
policies, unless substitute policies are procured, which would permit such
activities. Tenant shall pay all excess costs of such substitute policies.
Landlord shall reasonably cooperate with Tenant and insurers in attempting to
accommodate Tenant's activities, provided such accommodation does not adversely
affect Landlord or other tenants of premises covered by Landlord's insurance
policies.

     6.5 Tenant shall comply with reasonable rules and regulations promulgated
from time to time by Landlord with respect to the use of common access roads
within and otherwise serving the Project, the private water and sewer
facilities, the appearance and location of signage within the Project, and the
appearance and regular maintenance of building exteriors and landscaping within
the Project. Landlord shall use good faith efforts to uniformly enforce such
rules and regulations; however, Landlord shall have no liability for the failure
of any other tenant to comply with such rules and regulations, or for the
conduct of tenants under leases predating the promulgation of such rules and
regulations.

                                   ARTICLE 7.
                     Repairs and Maintenance of the Premises

     7.1 Throughout the term of this lease, Tenant, at its sole cost, shall
keep the Premises in a habitable, safe, neat, clean and sanitary condition, and
in first class working order and repair, except as expressly set forth otherwise
in this lease. Tenant shall not cause or permit waste, damage or injury to the
Premises.

     7.2 Landlord shall, within a reasonable time after written notice from
Tenant, perform all repairs to the Premises made necessary by casualty or other
loss insured against by Landlord's insurance policies described in Section 14.
1; provided, however, Tenant shall be liable for the lesser of (a) the cost of
such repairs or (b) the deductible under Landlord's insurance policy, up to a
maximum of One Thousand Dollars ($1,000.00).
<PAGE>
     7.3 Tenant shall make any and all repairs to the Premises, of any kind or
description whatsoever, made necessary by or arising out of Tenant's use and
occupancy of the Premises (excepting only (i) repairs to be performed by
Landlord pursuant to Section 7.2, and (ii) repairs made necessary by uninsured
catastrophic loss not attributable to Tenant's negligence or other fault,
including, without limitation, earthquake, flood, war and nuclear reaction),
structural or nonstructural, interior or exterior, including, without
limitation, repair or replacement of any glass as may become cracked or broken,
repair to the roof, floors, walls, sash, pipes, interior partitions and doors,
ceilings and to the heating, air conditioning and refrigeration plants,
electrical lighting, fire safety, fire sprinkler and plumbing fixtures, and to
all other fixtures, equipment and appurtenances thereto, and to the irrigation
system, parking lots, driveways and other exterior Improvements. Any such
repairs shall be performed in a good and workmanlike manner, and all items shall
be replaced with items of similar quality and first class condition. Tenant
shall make all repairs to the Premises required by federal, state, county and
city statutes, codes, ordinances and regulations. All repairs, other than those
covered by Landlord's insurance policy described in Section 14. 1, shall be at
Tenant's sole cost. Work on all repairs which Tenant is obligated to make under
this lease shall commence promptly after the need therefor becomes known to
Tenant, and Tenant shall pursue the repair work, to completion with due
diligence. Except in the case of emergency (when notice shall be given as soon
as practical), Tenant shall notify Landlord in advance of any planned or
necessary repairs to the roof, exterior building materials or structural
components or to the primary electrical, plumbing, HVAC or other major system of
the Improvements, and Landlord shall have the option of performing such repairs
at Tenant's cost; provided, however, in no event shall Tenant be obligated to
pay any costs in excess of the lowest fixed price bid received by Tenant from a
responsible licensed contractor reasonably acceptable to Landlord to perform
such repairs.

     7.4 Tenant's obligations arising during the term of this lease under this
ARTICLE shall survive any termination or expiration of this lease.

                                   ARTICLE 8.
                               Hazardous Materials

     8.1 Tenant shall not, without prior written notice to Landlord, engage in
or allow the generation, use, manufacture, treatment, transportation, storage or
disposal of any hazardous substance in, on, under or adjacent to the Premises.
Prior to taking occupancy of the Premises, Tenant shall provide Landlord with a
description of any processes or activities involving the use of hazardous
substances to be conducted by Tenant as well as a description (by type and
amount) of any hazardous substances Tenant plans to generate, use, manufacture,
transport, store or dispose of in connection with its use of the Premises.
Tenant warrants that such description is and will be true, accurate and
complete. Tenant shall notify Landlord prior to any material changes in such
processes, activities or type and amount of hazardous substances utilized by
Tenant and in any event, Tenant shall report to Landlord at least once yearly
regarding any such processes, activities and hazardous substances. Tenant shall
contemporaneously provide Landlord with copies of all reports, listings or other
information required by any governmental entity relating to any hazardous
substances utilized by Tenant, and shall promptly provide any other information
related to Tenant's utilization of hazardous substances as Landlord may
reasonably request.
<PAGE>
     8.2 Tenant shall not engage in or allow the unlawful release (from
underground tanks or otherwise) of any hazardous substance in, on, under or
adjacent to the Property (including air, surface water and groundwater on, in,
under or adjacent to the Property). Tenant shall at all times be in compliance
with all applicable law (and shall cause its employees, agents and contractors
to be) with respect to the Premises or any hazardous substance and shall handle
all hazardous substances in compliance with good industry standards and
practices. As used in this Lease, the term "hazardous substance" shall mean any
substance, chemical or waste, including any petroleum products or radioactive
substances, that is now or shall hereafter be listed, defined or regulated as
hazardous, toxic or dangerous under any applicable laws. As used in this
ARTICLE, "applicable law" shall mean any federal, state, or local laws,
ordinances, rules, regulations and requirements (including consent decrees and
administrative orders) relating to the generation, use, manufacture, treatment,
transportation, storage or disposal of any hazardous substance now or hereafter
enacted.

     8.3 Tenant shall promptly notify Landlord, in writing, if Tenant has or
acquires notice or knowledge that any hazardous substance has been or is
threatened to be unlawfully released, discharged or disposed of, on, in, under
or from the Premises. Tenant shall immediately take such action as is necessary
to detain the spread of and remove, to the satisfaction of Landlord and any
governmental agency having jurisdiction, any hazardous substances released,
discharged or disposed of as the result of or in any way connected with the
conduct of Tenant's business, and which is now or is hereafter determined to be
unlawful or subject to governmentally imposed remedial requirements. Tenant
shall immediately notify Landlord and provide copies upon receipt of all written
complaints, claims, citations, demands, inquiries, reports or notices relating
to the condition of the Premises or compliance with environmental laws. Tenant
shall promptly cure and have dismissed with prejudice any such actions or
proceedings in any way connected to the conduct of Tenant's business, to the
satisfaction of Landlord, and Tenant shall keep the Premises free of any lien
imposed pursuant to any environmental law. Landlord shall have the right at all
reasonable times and from time to time to conduct environmental audits of the
Premises (including sampling, testing, monitoring and accessing environmental
records required by applicable law) by a consultant of Landlord's choosing, and
Tenant shall cooperate with the conduct of these audits. If any violation of any
applicable law by Tenant or any violation of Tenant's obligations under this
ARTICLE are discovered, in addition to any other right Landlord may have against
Tenant, the fees and expenses of such consultant shall be borne by the Tenant
and shall be paid by Tenant to Landlord on demand.

     8.4 Tenant's obligations under this ARTICLE with respect to any occurrence
during the term of this lease shall survive any termination or expiration of
this lease.

                                   ARTICLE 9.
                              Taxes and Assessments

     9.1 Tenant shall pay when due any and all taxes, installments of general or
special assessments (amortized over the longest permissible time), levies,
license and permit fees and other governmental charges and impositions of any
<PAGE>
kind and nature whatsoever, together with any interest or penalties attributable
to Tenant's failure to pay the same when due, which at any time during the term
of this lease may be assessed, levied or become due and payable out of or in
respect of, or become a lien on the Premises, including, without limitation, any
sales tax, business and operation tax, excise tax or similar tax or imposition
imposed upon rent or Landlord's business of leasing property within the Project
(collectively the "Impositions"); provided, however, Tenant shall not be
obligated to pay Landlord's net income taxes or any transfer or excise tax.
imposed upon the conveyance of the Premises, or business and occupation taxes
imposed upon Landlord's business activities other than leasing property within
the Project.

     9.2 Impositions shall be paid by Tenant to Landlord in one or more
installments each year during the lease term, in an amount estimated by
Landlord. If Impositions are billed to Tenant based upon estimates, on or before
April 1st of each year, Landlord shall, but not less than once annually, furnish
to Tenant a statement of the actual amount of Impositions incurred. Within
thirty (30) days after receipt of such statement, Tenant shall pay Landlord the
amount by which the actual Impositions exceed estimated Impositions paid by
Tenant. If the estimated amount of Impositions paid by Tenant exceeds the actual
Impositions, such excess shall be credited against the next Imposition payment
due from Tenant. Notwithstanding the foregoing Landlord may elect to require
Tenant to pay all or some Impositions directly to the governmental authority
levying the same.

     9.3 Tenant may seek a reduction in the assessed valuation of the Premises
for tax purposes and to contest in good faith by appropriate proceedings, at
Tenant's expense, the amount or validity of any tax or assessment, provided that
prior to the date when any penalties or interest may be incurred, Tenant shall
deposit with the appropriate entity making the tax or assessment the sum
contested or secure a bond in an amount sufficient to fully satisfy the amount
of any lien upon the Premises. Any bond posted shall name Landlord as a
co-obligee and shall be reasonably satisfactory, as to issuer and form, to
Landlord. Any refund allocable to the term of this lease shall belong, to
Tenant.

     9.4 Tenant's obligations under this ARTICLE with regard to Impositions
arising during the term of this lease shall survive any termination or
expiration of this lease.

                                   ARTICLE 10.
                                    Utilities

     10.1 Tenant shall pay, when due, any and all charges and fees for gas,
heat, electricity, water, sewer, garbage collection, telephone and all other
public or private utilities servicing the Premises and shall, upon request,
provide evidence of such payment. Tenant shall not be entitled to terminate this
lease or receive an abatement of rent as the result of any failure, interruption
or discontinuance of any utility service for any reason; provided however, if
such interruption or discontinuance which materially affects Tenant's occupancy
of the Premises results from the negligence of Landlord and continues, after
notice to Landlord, for a period in excess of seven (7) business days, Total
Payments shall abate until service is resumed.
<PAGE>
     10.2 Rates charged by Landlord to Tenant for utility services owned by
Landlord (upon execution of this lease, sewer and water) shall be based upon
consumption and will be the same rates charged to other tenants within the
Project.

     10.3 Tenant's obligations under this ARTICLE with regard to utilities
furnished to the Premises during the term of this lease shall survive any
termination or expiration of this lease.

                                   ARTICLE 11.
                              Common Area Expenses

     11.1 Tenant shall pay Landlord its proportionate share of all reasonable
and customary costs (not including depreciation or costs of repairs resulting
from Landlord's negligence), paid or incurred by Landlord in operating and
maintaining the common access roadways, sidewalks, pathways, landscaped areas
and other similar areas or improvements which may be provided by Landlord for
the common use or benefit of tenants of the Project, (but not including common
areas specific to a particular building other than the Premises), including
without limitation, costs of personnel, equipment and material for maintenance,
repair, replacement, snow removal, striping, signage and other traffic control
measures, costs for lighting, insurance, property taxes, licenses, permits and
fees. Tenant's proportionate share of such expenses shall be a fraction, the
numerator of which is the area of the Property and the denominator of which is
the area of the Project (or, if the expense is incurred with respect to property
not co-extensive with the Project, such other fraction as reasonably determined
by Landlord). Capital expenses shall be amortized over their reasonably expected
useful life, as determined by Landlord. Common area charges shall not include
expenses of initial installation of roadways, initial landscaping management
fees or Landlord's general administrative expenses for the Project.

     11.2 Common area charges shall be paid by Tenant in one or more
installments each year during the lease term in an amount estimated by Landlord.
On or before April 1 of each year, Landlord shall furnish to Tenant a statement
of the actual amount of Tenant's proportionate share of common area expenses for
the preceding calendar year. Within thirty (30) days after receipt of such
statement, Tenant shall pay Landlord the amount by which such expenses exceed
Landlord's estimates. If Tenant has paid more than the actual amount of such
expenses, such excess shall be credited against expenses due for the ensuing
year.

     11.3 The common area shall consist of easements shown on the Binding Site
Plans of the Project, landscaping easements twenty (20) feet in width adjacent
to all public and private roadways within the Project, and other perimeter
easements and necessary rights-of-way for utilities and private roadways
servicing the Project, for public streets, pathways and "208" drainage areas,
all as reasonably designated by Landlord, and the private sewer and water and
systems serving the Project. Landlord shall provide and maintain landscaping
within the landscaping easement described above. The common areas are for the
joint benefit of all tenants of the Project and adjacent property owned by
Landlord, and Landlord reserves the following rights with respect to the common
areas:
<PAGE>
     (a) to establish reasonable rules and regulations for the use of the common
areas;

     (b) to close all or any portion of the common areas for reasonable periods
to make repairs and changes, and to change the location, layout or shape of the
common areas, provided Tenant's access to the Premises is not unreasonably
impaired;

     (c) to grant access to the common areas to utility providers, governmental
entities and others to maintain and repair the improvements serving the Project
and the public;

     (d) to dedicate the common areas to public use.

     11.4 Tenant's obligations under this ARTICLE with regard to common area
charges arising during the term of this lease shall survive any termination or
expiration of this lease.

                                   ARTICLE 12.
          All Expenses Other Than Specifically Dealt With, Audit Rights

     12.1 If, during the term of this lease, expenses arise, become due, or are
incurred by Landlord, relating to or resulting from the Project, the lease of
the Premises, use of the Improvements and personal property subsequently placed
upon the Premises or the business conducted by Tenant, which expenses are not
specifically dealt with in the lease, such expenses shall be allocated between
Landlord and Tenant in a manner consistent with the allocation of expenses
specifically dealt with in the lease so that each party receives substantially
the benefit of the bargain reflected in the lease.

     12.2 Not more than once each calendar year, Tenant shall have the right,
upon thirty (30) days' prior notice to Landlord, to examine Landlord's records
for the prior year relating to Impositions (ARTICLE 9), insurance (ARTICLE 14)
and common area expenses (ARTICLE 11), and to challenge the amount of any such
charges. The amount of any charges found, by agreement or otherwise, to be
improper or excessive shall be credited against the next installment(s) of
Additional Rent due from Tenant.

                                   ARTICLE 13.
                           Indemnification of Landlord

     13.1 Tenant releases and, subject to the provisions of Section 14.5, shall
defend, indemnify and hold harmless Landlord, and each of its officers,
directors, shareholders, employees, agents and representatives, against and from
all liabilities, obligations, damages, penalties, judgments, claims, costs,
charges, fees and expenses, including, but not limited to, costs of
investigation and correction, reasonable architects, attorneys' and consultants'
fees and costs, which may be imposed upon, incurred by or asserted against
Landlord or its officers, directors, shareholders, employees, agents and
representatives by reason of any of the following:

     (a) any act or omission during the term of this lease in, on, about or
arising out of or in connection with the use, operation, maintenance and
occupancy of the Premises or any part thereof, whether or not consented to by
Landlord; by Tenant, or
<PAGE>
Tenant's agents, contractors, servants or employees (whether inside or outside
the scope of employment), licensees or invitees, except to the extent caused by
the negligence or intentional misconduct of Landlord or its agents, contractors,
subcontractors, servants or employees;

     (b) any accident, injury, casualty, loss, theft or damage whatsoever to any
person or tangible property occurring in, on, about or arising out of or in
connection with the use or occupancy by Tenant of the Premises, any common area,
roadway, alley, basement, pathway, curb, parking area, passageway or space under
or adjacent thereto arising from any cause or occurrence whatsoever, except to
the extent caused by the negligence or intentional misconduct of Landlord or its
agents, contractors, subcontractors, servants or employees;

     (c) any failure on the part of Tenant or any of its agents, contractors,
subcontractors, servants or employees to perform or comply with any of the
covenants, agreements, terms, provisions, conditions or limitations contained in
this lease;

     (d) any failure by Tenant to perform or comply with any of the terms or
provisions contained in this lease or any act per-formed by Landlord in exercise
of its rights under ARTICLE 17; or

     (e) any presence, release, migration, discharge, disposal, dumping,
spilling or leaking, (accidental or otherwise), now or hereafter determined to
be unlawful or subject to governmentally imposed remedial requirements, caused
by Tenant or in any way connected with Tenant's business, of any hazardous,
dangerous or toxic substance of any kind (whether or not now or hereafter
regulated, defined or listed as hazardous, dangerous or toxic by any local,
state, or federal government) into, onto or under the Property or the air, soil,
surface water, or groundwater thereof, or the pavement, structures, sewer
system, fixtures, equipment, tanks, containers or personalty at the Property or
into, onto or under the property of others from the Premises. The foregoing
indemnity shall apply notwithstanding any provisions of federal, state or local
law which provides for the exoneration from liability in the event of settlement
with any governmental agency, and notwithstanding Landlord's consent, knowledge,
action or inaction-with respect to the act or occurrence giving rise to such
right of indemnity.

     13.2 In case any action or proceeding is brought against Landlord or its
officers, directors, shareholders, employees, agents and representatives by
reason of any claim indemnified under Section 13. 1, Landlord shall promptly
notify Tenant of such claim and Tenant shall, at Tenant's expense, immediately
resist or defend such action or proceeding with counsel approved by Landlord in
writing, which approval shall not be unreasonably withheld. In connection with
any such action brought against Landlord by Tenant's employees, Tenant waives
any immunity, defense or other protection afforded by any worker's compensation,
industrial insurance or similar laws, with regard to such claim or action
against Landlord.

     13.3 Tenant waives and releases all claims against Landlord, its officers,
directors, shareholders, employees, agents and representatives, for any loss,
injury, or damage (including consequential damages), to Tenant's property or
business during the term of this lease occasioned by theft, act of God, public
enemy, injunction, riot, strike, insurrection, war, court order, acquisition,
<PAGE>
order of governmental body or authority, earthquake, flood, fire, explosion,
falling objects, steam, water, rain or snow, leak or by flow of water, rain or
snow from the Premises or onto the Premises or from the roof, street, subsurface
or from any other place, or by dampness, or by the breakage, leakage,
obstruction or defects of the pipes, sprinklers, wires, appliances, plumbing,
heating, air conditioning, lighting fixtures of the Improvements, or by the
construction, repair or alteration of the Premises or by any other acts or
omissions of any other tenant or occupant of the Project, or visitor to the
Premises or any third party whatsoever, or by any cause beyond Landlord's
control.

     13.4 Tenant's obligations under this ARTICLE shall survive any termination
or expiration of this lease.

                                   ARTICLE 14.
                                    Insurance

     14.1 At all times during the term of this lease, Landlord shall carry and
maintain (a) Special Form property insurance (or its then equivalent in the
insurance industry) covering the Improvements to their full insurable
replacement value, subject to a deductible of not less than One Thousand Dollars
($1,000.00), (b) rental value insurance in an amount sufficient to cover
Tenant's Total Payments during any period of rental abatement caused by repair
or reconstruction of the Improvements, and (c) commercial general liability
insurance (or its then equivalent in the insurance industry) for the Project in
such amounts as Landlord determines from time to time in its reasonable
discretion.

     14.2 Tenant shall reimburse Landlord for the costs of all insurance
maintained pursuant to Section 14. 1. If Landlord maintains blanket property
damage policies Tenant shall pay only that portion of policy premiums reasonably
allocable to the Premises. The cost of Landlord's liability insurance shall be
allocated in accordance with Section 11. 1. Insurance charges shall be paid by
Tenant in one or more installments each year during the lease term in an amount
estimated by Landlord. On or before April 1 of each year, Landlord shall furnish
to Tenant a statement of the actual amount of insurance costs incurred for the
preceding calendar year. Within thirty (30) days after receipt of such
statement, Tenant shall pay Landlord the amount for which actual insurance
expenses exceed estimated expenses paid by Tenant. If the estimated amounts paid
by Tenant exceed the actual insurance expenses, such excess shall be credited
against the next insurance expense payment due from Tenant. Tenant's obligation
under this Section shall survive any termination or expiration of this lease.

     14.3 Any loss to Tenant's personal property and fixtures or arising out of
the conduct of or interruption of Tenant's business shall be the sole risk of
Tenant. Tenant shall, at its sole cost, secure and maintain throughout the term
of this lease insurance policies with a company or companies reasonably
acceptable to Landlord and licensed to do business in the State, insuring
against the following perils:

     (a) Liability Insurance. (i) Commercial general liability insurance (or its
then equivalent in the insurance industry) with combined single limits of not
less than One Million Dollars (S 1,000,000.00) per occurrence for personal
injury and property damage. Such policy shall name Landlord and any lender of
Landlord as additional insureds; shall contain cross-liability
<PAGE>
provisions and shall include but not be limited to coverage for the occurrences
described in subsections 13. 1 (a) and (b), and acts of independent contractors
retained by Tenant, and (ii) auto liability insurance for vehicles owned, leased
or used by Tenant and non-owned vehicles used in connection with Tenant's
business with liability limits of not less than One Million Dollars
($1,000,000.00) per occurrence.

     (b) Property Insurance. Special Form property insurance (or its then
equivalent in the insurance industry) naming Landlord, any lender of Landlord,
and Tenant as their interests may appear, covering all leasehold improvements
in, on, or upon the Premises, in an amount not less than the full replacement
cost without deduction for depreciation. All policy proceeds shall be used for
the repair or replacement of the property damaged or destroyed; however, if this
lease ceases under the provisions of ARTICLE 21, Tenant shall be entitled to any
proceeds equal to the remaining value to Tenant of leasehold improvements for
which Tenant has paid, and Landlord shall be entitled to all other proceeds.
Notwithstanding, the foregoing sentence, Landlord shall never receive less than
an amount equal to the reasonable cost of re-constructing Improvements
substantially identical to those originally delivered to Tenant.

     (c) Other Insurance: Changes in Limits. Such other insurance in such
amounts as may from time to time be reasonably requested by Landlord against
other insurable hazards related to the Premises (including, without limitation,
hazards to the Premises related to Tenant's activities thereon), which at the
time are customarily insured against by owners or operators of similar types of
properties and Landlord may require changes in the amounts or limits of the
insurance to be maintained under this ARTICLE to maintain reasonably equivalent
coverage due to inflation, changes in Tenant's business operations, changes in
law or changes in policy terms.

     14.4 Each insurance policy maintained by Tenant shall provide coverage on
an occurrence rather than a claims-made basis (or if coverage on an occurrence
basis is or becomes unavailable on commercially reasonable terms, Tenant may
obtain insurance coverage on a claims-made basis, provided such policies are
endorsed to provide for an extended reporting period of not less than three (3)
years) and shall provide that (a) no act, omission or default by Tenant shall
render the policy void as to Landlord or of Landlord's right to recover thereon;
and (b) the policy shall not be canceled or modified so as to adversely affect
Landlord until thirty (30) days after written notice to Landlord. On or before
commencement of the term hereof and thereafter upon the request of Landlord,
Tenant shall provide certificates of insurance evidencing the required insurance
and upon Landlord's request, copies of any required policy. All policies shall
be written as primary policies, not contributing with, and not in excess of
coverage which Landlord may carry.

     14.5 Landlord and Tenant each waive any and all rights to recover against
the other or against the officers, directors, shareholders, employees, agents or
representatives of the other, for any loss or damage to such waiving party
arising from any cause covered by any insurance required to be carried by such
party pursuant to this ARTICLE or any other insurance actually carried by such
party; provided, however, Tenant shall remain liable for the lesser of (a) the
loss incurred by Landlord or (b) the deductible under Landlord's insurance
policies, up to a maximum of One Thousand Dollars (S 1,000.00). Landlord and
Tenant from time to time shall cause their respective insurers to issue
appropriate waiver of subrogation rights endorsements to all policies of
insurance carried in connection with the Premises or the contents of the
<PAGE>
Premises. Tenant-agrees to cause all other occupants of the Premises claiming
by, under, or through Tenant to execute and deliver to Landlord such a waiver of
claims and to obtain such waiver of subrogation rights endorsements.

     14.6 Landlord, its agents and employees make no representation that the
limits of liability specified to be carried by Tenant pursuant to this ARTICLE
are adequate to protect Tenant. If Tenant believes that any of such insurance
coverage is inadequate, Tenant shall obtain, at Tenant's sole expense, such
additional insurance coverage as Tenant deems adequate.

                                   ARTICLE 15.
                       Limitation on Landlord's Liability

     15.1 Notwithstanding any other provision of this lease, in the event of any
actual or alleged default under this lease by Landlord, Landlord's liability
shall be limited to Landlord's interest in the Project. Neither Landlord nor any
officer, director, shareholder, agent or representative of Landlord shall have
any personal liability for the breach of any obligations under this lease.

     15.2 If Landlord, or any subsequent owner of the Premises, transfers the
Premises, its liability for the performance of its agreements under this lease
shall end with respect to obligations arising after the date of the transfer of
the Premises, and the Tenant shall thereafter look solely to the transferee of
the Premises for the performance of those agreements. Tenant shall attorn to any
transferee of the Premises.

                                   ARTICLE 16.
                              Defaults and Remedies

     16.1 Landlord shall be entitled to exercise any of the rights and remedies
provided for in this lease (and/or by applicable law) if any one or more of the
following "Events of Default" shall occur:

     (a) if Base Rent is not paid when due and remains unpaid for ten (10) days
after written notice; or

     (b) if any Additional Rent or any other sum payable by Tenant is not paid
within twenty (20) days after written notice from Landlord to Tenant; or

     (c) if default shall be made by Tenant in the prompt and full performance
or compliance with any of the promises, provisions, terms, covenants or
conditions in this lease other than those referred to in subsections (a) and (b)
of this Section, and any such default is not fully cured within thirty (30) days
after written notice from Landlord to Tenant, or if such default may not be
reasonably cured within such 30-day period, if Tenant does not commence to cure
within such 30-day period and thereafter diligently pursue such cure to
completion.

     16.2 Upon the occurrence of any Event of Default, Landlord may, at its
discretion, apply the security deposit referred to in ARTICLE 5 against any
amounts due from Tenant; take any action permitted under ARTICLE 17; and
exercise any or all rights or remedies allowed under this lease or by law or
equity, including without limitation, the following:
<PAGE>
     (a) Landlord may terminate this lease in accordance with the laws of the
State of Washington, whereupon Tenant shall quit and peacefully surrender the
Premises. Upon termination, Landlord may re-enter the Premises and take
possession thereof, remove all parties in possession therefrom, and Tenant shall
have no further claim or demand whatsoever thereon or hereunder. Landlord,
without terminating this lease, may re-enter the Premises without liability for
trespass, remove by summary proceedings, ejectment, replevin, unlawful detainer,
lien foreclosure, or otherwise, all persons and personal property from the
Premises and may have, hold, and enjoy the Premises and have the right to
receive all rental income of and from the same. No act by Landlord shall
terminate this lease unless Landlord notifies Tenant in writing, that Landlord
elects to terminate this lease. Upon any re-entry, Landlord may relet the
Premises or an), part thereof for such term or terms (which may be greater or
less than the period which would otherwise have constituted the balance of the
term of this lease) and on such conditions as Landlord, in its reasonable
discretion, may determine and may collect and receive the rents thereto. If
Tenant abandons the Premises, Landlord shall in no way be responsible or liable
if the Premises or any part thereof are not relet, or for any inability to
collect any rent due upon any such reletting. Tenant assumes full responsibility
for mitigating damages upon abandonment of the Premises and waives any defense
or claim based on Landlord's failure to mitigate damages except as set forth in
Section 23.6. No re-entry by Landlord, if the lease has not been terminated,
shall excuse or relieve Tenant of its liability and obligations under this
lease, and Tenant, until the end of the term of this lease, shall be liable to
Landlord for and shall pay to Landlord the amount of Total Payments which are
due and payable under this lease by Tenant, less the proceeds realized by
Landlord from any reletting. Tenant shall pay such deficiency to Landlord on the
first day of each month for which rent would have been paid under this lease,
and Landlord shall be entitled to recover from Tenant each monthly deficiency.
In addition, Tenant shall pay upon demand all of Landlord's reasonable expenses
whatsoever reasonably incurred in connection with any reletting, including,
without limitation, all repossession costs, brokerage and management commissions
or fees, all operating expenses, accounting expenses, attorneys' fees.
reasonable costs incurred in making, alterations to the Improvements and
removal, storage or disposition of personal property on the Premises, and any
expenses of advertising, and preparation for reletting and any reasonable
concessions granted in connection with such reletting. Any sums received by
Landlord upon a reletting of the Premises in excess of the Total Payments
reserved herein shall be the sole property of Landlord; or

     (b) Landlord may accelerate all of the Total Payments reserved for the
remaining balance of the term of this lease. Upon such acceleration, all of the
Total Payments reserved herein for the entire term shall immediately become due
and payable, discounted to their then present value using a discount rate equal
to the prime rate as of the date of the Event of Default, less the reasonable
rental value of the Premises for the remainder of the lease term, also
discounted to present value at the prime rate. The "prime rate" shall mean the
interest rate per annum announced by Seattle-First National Bank (or its
successor) from time to time as its prime lending rate to its most creditworthy
commercial customers. Tenant shall pay, upon demand, such accelerated amount
plus an amount equal to the total of all of Landlord's reasonable costs
resulting from Tenant's default including-, without limitation, costs of curing
any breach by Tenant of the terms of this Lease (other than failure to pay Total
Payments), repossession of the Premises, operating and administrative
<PAGE>
expenses until the Premises may be relet, attorney's fees, costs of removal,
storage or disposition of personal property on the Premises, and the
unauthorized cost of any leasehold improvements or concessions granted in
connection with this Lease, plus interest thereon at the prime rate from the
date incurred until the date paid.

                                   ARTICLE 17.
                 Landlord's Right to Perform Tenant's Covenants

     17. 1 If Tenant shall at any time fail to make any payment or perform any
act required under this lease, then Landlord, after ten (10) days' notice to
Tenant in the case of monetary defaults (other than the payment of Base Rent) or
thirty (30) days' notice in the case or a non-monetary default, or immediately
without notice in the case of emergency, and without waiving, or releasing
Tenant from any obligation of Tenant contained in this lease or from any default
by Tenant and without waiving Landlord's right to take other action permissible
under this lease, may (but shall be under no obligation to) make such payment or
perform any other act required to be made, performed or complied with by Tenant
hereunder.

     17.2 Landlord may enter the Premises for any purpose under Section 17.1 and
take all such action thereon as may be necessary without incurring any liability
for trespass and without terminating Tenant's tenancy or interfering, with
Tenant's quiet enjoyment of the Premises. Any sums paid by Landlord and all
costs and expenses reasonably incurred by Landlord (including reasonable
attorneys' fees), in connection with the performance of any act, together with
interest thereon at the rate set forth in ARTICLE 19, from the date of such
payment or incurrence by Landlord shall be paid by Tenant to Landlord upon
demand.

                                   ARTICLE 18.
                            Costs and Attorneys' Fees

     18.1 In the event of any breach, default, delinquency or violation by
either party or any dispute involving the interpretation of this lease, the
non-prevailing party shall be responsible for and shall pay any and all
reasonable attorneys' fees and costs, or expenses incurred by the other party by
reason of such breach, default, delinquency, violation or dispute, whether or
not a legal action is filed, including those, if any, on appeal.

                                   ARTICLE 19.
                          Interest on Overdue Payments

     19.1 Any component of Total Payments payable by Tenant under the terms of
this lease, which Tenant does not pay when due, shall bear interest in favor of
Landlord from the due date at the rate of eighteen percent (18 %) per annum,
compounded monthly, or such lesser rate as may be the maximum allowed by law.

     19.2 Any late or partial payments, if accepted by Landlord, may, at
Landlord's option, be applied first to interest, then to Additional Rent, and
finally to Base Rent.

                                   ARTICLE 20.
                           No Total Payments Abatement

     20.1 Except as otherwise expressly provided for in this lease, no
<PAGE>
abatement, diminution, setoff, counterclaim or reduction of Total Payments or
charges due Landlord shall be claimed by or allowed to Tenant.

                                   ARTICLE 21.
                               Damage to Premises

     21.1 If the Improvements are damaged or destroyed by reason of fire or any
other cause, Tenant shall immediately notify Landlord. If the loss results from
a casualty covered by Landlord's insurance, provided Tenant is not in default,
Landlord shall apply the net proceeds of any fire or other casualty insurance
paid to Landlord (or to a trustee or depository at the request of the holder of
Landlord's mortgage), to repair or rebuild the Improvements. Provided Tenant is
not in default, if the loss results from a casualty not insured against by
Landlord's insurance and not attributable to Tenant's negligence or other fault
and the estimated costs of repair do not exceed fifty percent (50%) of the sum
of Base Rent due for the remainder of the lease term, Landlord shall repair or
rebuild the Improvements, in each case so as to make the Improvements at least
equal in value to the improvements existing immediately prior to the occurrence
and as nearly similar in character as is practicable and reasonable, subject to
any applicable building regulations. Landlord shall prosecute the repairs or
rebuilding to completion with diligence; subject, however, to strikes, lockouts,
acts of God, embargoes, governmental restrictions, and other causes beyond
Landlord's reasonable control.

     1. 2 If (a) at any time during, the last two (2) years of the term of this
lease the Improvements are damaged by fire or other insured casualty so that the
cost of restoration exceeds twenty-five percent (1-5 %) of the replacement value
of the Improvements (exclusive of foundations) immediately prior to the damage
or (b) in Landlord's reasonable judgment, repair or restoration after any
insured casualty cannot be completed by one (1) year prior to the end of the
lease term or (c) a loss exceeding fifty percent (50 To) of the sum of Base Rent
due for the remainder of the lease term results from a casualty not insured
against by Landlord's insurance, then Landlord may, within thirty (30) days
after such damage, give notice of its election to terminate this lease and,
subject to the provisions of this section, this lease shall cease on the tenth
(10th) day after the delivery of that notice. Total Payments shall be
apportioned and paid to the time of damage.

     21.3 Total Payments shall be abated on a pro rata basis from the date of
the damage until the date of the completion of such repairs, based on the
proportion of the Premises that Tenant is unable to use during the repair
period. If any casualty not covered by rental value insurance is the result of
the willful conduct or negligent act or omission of Tenant, its agents,
contractors, employees, or invitees, Total Payments shall not be abated. Tenant
shall have no right to terminate this lease on account of any damage to the
Premises, or the Project, except as set forth in this lease.

                                   ARTICLE 22.
                                  Condemnation

     22.1 In the event the Premises or any part thereof shall be condemned and
taken for a public or quasi-public use, the leasehold estate and interest of
Tenant in the Premises or the part thereof so taken shall forthwith cease and
terminate as of the date of final award. In the event of a partial taking, the
lease shall remain in full force as to any portion of the Premises not taken,
and Tenant's obligation to pay Base Rent and Additional Rent herein
<PAGE>
reserved shall be equitably reduced or abated in proportion to the value of the
portion of the Premises which is lost on account of any partial taking. Rent
shall not be abated if the taking does not unreasonably affect Tenant's use of
the Premises. Notwithstanding the foregoing, in the event any part of the
Premises is taken which would render the remainder thereof unusable, Tenant may
elect to terminate this lease and all obligations of either party hereunder
accruing from and after the date of such partial taking.

     22.2 Landlord reserves all rights to damages awarded for any partial or
total taking and Tenant hereby assigns to Landlord any right Tenant may have to
such damages or award except for moving, expenses, Tenant's personal property or
damage to or interference with Tenant's business, but only to the extent awarded
separately and not out of or as a pan of the damages recoverable by Landlord.

                                   ARTICLE 23.
                          Transfer of Tenant's Interest

     23.1 Tenant shall not:

     (a) transfer all or any portion of this lease or any of its leasehold
interest in the Premises, without the prior written consent of Landlord, which
may not be unreasonably withheld;

     (b) mortgage, pledge, hypothecate or otherwise create or grant any security
interest in Tenant's leasehold interest (or any part thereof) in the Premises
without the prior written consent of Landlord, which may not be unreasonably
withheld or delayed, and, subject to Tenant's right to contest in a manner
similar to that provided in Section 9.3 for Impositions, Tenant shall not
voluntarily or involuntarily suffer or permit to be placed or enforced against
the Premises any lien, claim, demand or encumbrance of any type or nature
whatsoever.

     23.2 Any request by Tenant for Landlord's consent to a transfer shall be
accompanied by information related to the proposed transferee's financial
position and proposed use of the property, and any other information Landlord
may reasonably request in order to evaluate the proposed transfer. Landlord's
consent to a transfer shall not be effective until Landlord has received the
written agreement of the transferee to assume and perform all of the obligations
of Tenant for the payment of Total Payments and the performance of all the
terms, covenants, conditions and provisions contained in this lease. Any consent
by Landlord to any single transfer shall not release Tenant from any obligations
under this lease and such consent shall only apply to the specific transaction
thereby authorized and shall not be construed as a waiver of the duty to obtain
Landlord's consent to any subsequent transfer.

     23.3 Tenant shall reimburse Landlord for any costs reasonably incurred in
connection with any proposed transfer or creation of a security interest,
including, without limitation, legal fees and costs of investigating the
acceptability of the proposed transferee or security interest and preparation or
review of necessary documentation.

     23.4 Any violation of the terms of this ARTICLE without Landlord's prior
written consent shall, at Landlord's option, be absolutely null and void.

     23.5 Landlord's failure to detect or to protest an apparent or actual
<PAGE>
default of this ARTICLE shall not constitute a waiver or estoppel thereof. The
acceptance of any rent by Landlord from a proposed transferee shall not
constitute consent by Landlord to any transfer or recognition of any transferee
or a waiver by Landlord of any failure of Tenant to comply with this ARTICLE.

     23.6 If Tenant believes that Landlord has unreasonably withheld consent to
any transfer or creation of a security interest, Tenant's sole remedies shall be
to (a) seek a declaratory judgment that Landlord has unreasonably withheld
consent or (b) seek specific performance or an injunction requiring Landlord to
give consent.

     23.7 Landlord's withholding of consent to a proposed transfer shall not be
unreasonable if Landlord determines, in the exercise of Landlord's reasonable
discretion, that (a) the proposed transferee is financially unable to fulfill
its obligations under the lease; (b) the proposed transferee (or the principals
thereof) has a substantial history of defaults under prior leases or other
agreements; (c) the proposed transferee's use of the Premises would be
incompatible with other uses within the Project or would pose substantial risks
of pollution, casualty loss, property damage or personal injury; or (d) would
otherwise substantially increase Landlord's risk or expense in connection with
this Lease.

     23.8 For the purpose of this ARTICLE, 'transfer" shall include any
voluntary or involuntary sale, assignment, sublease, gift, conveyance,
disposition or parting with any or all of Tenant's rights, duties or interests
herein. Subject to the requirements of Sec-,ion 23.2 relating to information and
documents to be provided by Tenant, and Landlord's right to object and withhold
consent on the grounds set forth in Section 2-3.7, Tenant may assign all or part
of this lease, or sublease all or a part of the Premises, to:

     (a) - any corporation or entity that has the power to direct Tenant's
management and operation, or any corporation or entity whose management and
operation is controlled by Tenant; or,

     (b) any corporation or entity a majority of whose voting stock or ownership
interest is owned by Tenant; or

     (c) any corporation or entity in which or with which Tenant or its
successors or assigns is merged or consolidated, in accordance with applicable
statutory provisions for merger or consolidation of corporations or other
entities, so long as the liabilities of the corporations or entities
participating in such merger or consolidation are assumed by the corporation or
entity surviving such merger or created by such consolidation; or

     (d) any corporation or entity acquiring this lease and a substantial
portion of Tenant's assets.

                                   ARTICLE 24.
                                  Subordination

     24.1 At Landlord's request, this lease shall be subordinated to any
mortgages, deeds of trust and other encumbrances arising through Landlord and
affecting the Premises, provided the mortgagee or beneficiary thereof agrees
<PAGE>
not to disturb Tenant's possession so long as Tenant is not in default under
this lease. Tenant shall sign and deliver any reasonable documents required to
evidence such subordination, within twenty (20) days of Landlord's request.

                                   ARTICLE 25.
                                    Surrender

     25.1 At the expiration of the lease term or upon any earlier termination of
this lease, Tenant shall immediately:

     (a) deliver to Landlord free and clear title to the Improvements (excepting
only Tenant's personal property, equipment and trade fixtures which can be, and
are, removed by Tenant without permanent damage to the Premises) without any
payment to Tenant or allowance of any kind whatsoever by Landlord; provided that
nothing herein shall require Tenant to satisfy any obligations arising through
Landlord. Landlord may examine condition of tide at Tenant's cost to assure
itself that the title offered is in conformity with the terms of this lease; and

     (b) restore the Premises to their condition at the commencement of the
lease, and repair any damage caused by removal of Tenant's personal property,
equipment or trade fixtures, or Tenant's occupancy of the Premises, and quit,
surrender and return possession of the Premises to Landlord in a neat, clean,
and sanitary condition, and in good working order reasonable wear and tear and
casualty loss excepted, and shall deliver to Landlord all information documents
and tangible items necessary or convenient to the operation of the Premises,
including, without limitation, any keys, combinations to locks and access
systems, manuals and instruction booklets, warranties, receipts, bills,
invoices, statements, licenses, and permits, building plans and specifications,
contracts and other documents.

     25.2 Any personal property remaining on the Premises after the expiration
of the lease term may, at Landlord's option, be deemed abandoned by Tenant and
Tenant releases Landlord from all claims and liability in connection with such
personal property. Upon expiration, or if the lease is terminated prior to its
normal expiration, Landlord shall have the right, but not the obligation, to
remove all of Tenant's personal property from the Premises and place the same in
a public warehouse at Tenant's expense and risk. Landlord shall have the right,
but not the obligation, to sell such stored property if it has not been claimed,
and all charges for removal, packing, transport and storage paid by Tenant
within thirty (30) days, and the proceeds of sale shall be applied first to the
costs of sale, second to the costs of removal, packing, transport and storage,
third to the payment of any other sums due Landlord from Tenant, and the
balance, if any, shall be paid to Tenant.

                                   ARTICLE 26.
                                  Holding Over

     26.1 This lease shall terminate without further notice upon the expiration
of the lease term as described in ARTICLE 3 or upon any earlier termination of
this lease. If Tenant holds over with the written consent of Landlord, such
action shall not constitute a renewal of this lease or any extension thereof,
but such tenancy shall be on a month-to-month basis, which tenancy may be
terminated as provided by the laws of the State of Washington. During such
period, Tenant shall pay to Landlord on the first day of each month Base Rent
equal to one-twelfth (1/12) the Total Payments payable by Tenant during the
prior calendar year multiplied by one hundred twenty.7 five percent
<PAGE>
(125 %) (plus all Additional Rent provided for in this Lease), and Tenant shall
continue to be bound by all of the promises, provisions, conditions and
covenants herein set forth, so far as the same may be applicable.

                                   ARTICLE 27.
                                Quiet Environment

     27.1 Landlord hereby covenants that if Tenant is not in default in the
payment of any monetary obligations or in the performance or observance of any
of its other obligations under this lease, Tenant shall be free from Landlord's
interference in the enjoyment of sole and exclusive use, occupancy and
possession of the Premises; subject, however, to the exceptions, reservations
and conditions of this lease.

                                   ARTICLE 28.
                               Right of Inspection

     28.1 Landlord and its representatives shall be authorized to enter the
Premises upon notice (or at any time without notice in the event of emergency)
for the purposes of determining whether or not an Event of Default has occurred;
exhibiting the Premises to lenders, prospective purchasers and tenants; making
any necessary repairs to the Premises and performing any work therein and for
any other lawful purpose. Landlord shall not be liable for inconvenience,
annoyance, disturbance, loss of business or other damage to Tenant or any other
party by reason of such entrance or the making of such repairs or the
performance of any such work, or on account of bringing materials, tools,
supplies and equipment onto the Premises. In order to preserve the security of
Tenant's proprietary information, Tenant may accompany Landlord on any
inspection and may impose reasonable restrictions to prevent unauthorized access
to such proprietary information. Landlord shall not disclose or use any
confidential or proprietary information of Tenant learned, observed or otherwise
obtained by Landlord or its employees or agents in its exercise of rights under
this lease.

                                   ARTICLE 29.
                                    Recording

     29.1 This lease shall not be recorded. On the request of either party, a
memorandum of this lease may be recorded.

                                   ARTICLE 30.
                              Estoppel Certificates

     30.1 Tenant shall, without charge to Landlord, at any time and from time to
time, within ten (10) days after request, certify by written instrument, duly
executed, acknowledged and delivered, to Landlord or any other person, firm or
corporation specified by Landlord:

     (a) that this lease is unmodified and in full force and effect or, if there
have been any modifications, that the same is in full force and effect as
modified and stating the modifications or, indicating that this lease is not in
full force and effect if appropriate and stating the reason why;

     (b) that any existing Improvements required by the terms of this lease to
be completed by Landlord have been completed to the satisfaction of Tenant or
<PAGE>
specifying any Improvements which require correction by Landlord;

     (c) whether or not there are then existing any set-offs or defense against
the enforcement of any of the agreements, terms, covenants or conditions of this
lease and any modifications thereto upon the part of the certifying party to be
performed or complied with and, if so, specifying the same;

     (d) the amount of monthly Base Rent and Additional Rent then due under this
lease, the dates, if any, to which any portion of the Base Rent and Additional
Rent due hereunder have been paid in advance;

     (e) the amount of security deposit held by Landlord;

     (f) the date of expiration of the current term and whether Tenant has
rights to extend the term (and the term of such extensions) or to purchase the
Premises or to lease additional property, if any; and

     (g) any other information reasonably requested.

     30.2 Tenant's failure to deliver a certificate within the time specified
shall be an Event of Default under ARTICLE 16 and shall conclusively be deemed
Tenant's approval of the statements set forth in the certificate presented to
Tenant, and may be relied upon as such by Landlord or any third party.

                                   ARTICLE 31.
                                   Non-waiver

     31.1 No waiver by Landlord or Tenant of any default by the other party or
of any circumstances permitting Landlord or Tenant to terminate this lease shall
be implied or inferred and no written waiver shall constitute a waiver of any
other circumstance permitting such termination, and no failure or delay on the
part of Landlord or Tenant to exercise any right it may have by the terms hereof
or by law upon the occurrence of an Event of Default shall operate as a waiver
of that or any other Event of Default, nor as a modification of this lease. The
subsequent acceptance of any payment or performance pursuant to this lease shall
not constitute a waiver of any prior default by Tenant other than the default of
the particular payment or the performance so accepted. The consent or approval
to or of any act by Tenant requiring Landlord's consent or approval shall not be
deemed to waive or render unnecessary Landlord's consent or approval to or of
any subsequent similar acts by Tenant. No payment by Tenant or receipt by
Landlord of a lesser amount than the Total Payments due shall be deemed to be
other than on account, nor shall any endorsement or statement on any check or
letter accompanying any check or payment as rent be deemed an accord and
satisfaction or a waiver of any other or additional amount owed.

                                   ARTICLE 32.
                                    Authority

     32.1 Landlord and Tenant, or each person signing this lease on behalf of
Landlord and Tenant, warrants that he or she is authorized to execute this
lease.
<PAGE>
     32.2 If Tenant or Landlord is not a natural person, then such party
warrants that:

     (a) such party is duly organized, validly existing, and qualified to
conduct business in the State of Washington;

     (b) that the lease was duly authorized, executed and delivered by such
party and is the binding obligation of such party, in accordance with its terms.

                                   ARTICLE 33.
                                     Brokers

     33.1 Tenant and Landlord, respectively, represent that they have not dealt
with any broker or finder with respect to the Premises or this lease other than
Kiemle & Hagood, whose fee shall be paid by Landlord. Tenant and Landlord shall
indemnify the other and the other's agents and representatives, and hold them
harmless from any claims for fees or commissions by parties (including, without
limitation, all attorneys' fees and costs of defending any alleged claim)
arising out of the acts of the indemnifying party or its agents or employees.

                                   ARTICLE 34.
                                     Notices

     34.1 Any notices, demands, requests, consents, objections or other
communications required to be given or which may be given under or by the terms
and provisions of this lease or pursuant to law or otherwise shall be in writing
and delivered or mailed to the address set forth below each party's signature on
this lease or at such other place as either Landlord or Tenant may hereafter
designate in writing and shall be deemed given three (3) days after deposit in
the United States mail, certified or registered, return receipt requested,
postage prepaid, addressed to the party entitled to receive the notice, or upon
receipt when hand delivered.

                                   ARTICLE 35.
                                  Construction

     35.1 This lease shall be construed in accordance with the laws of the State
of Washington. The table of contents, article headings and captions are for
convenience only and shall not be considered in any construction or
interpretation of this lease. If any ambiguity exists, the provision in question
sh;L11 not be construed or interpreted for or against Landlord or Tenant by
reason of any rule of construction. If any term, provision, Section, ARTICLE or
sentence in this lease or portion thereof shall, to any extent, become invalid
or unenforceable either by operation of law, statute, or by court decree, the
remainder of said term, provision, Section, ARTICLE or sentence as well as the
remainder of this lease shall not be affected thereby, and each term, provision,
Section, ARTICLE, sentence or portion thereof as well as the remainder of this
lease shall be valid and shall be enforceable to the fullest extent permitted by
law.

                                   ARTICLE 36.
                Covenants to Bind and Benefit Respective Parties

     36.1 All of the promises, terms, covenants, provisions and conditions
<PAGE>
set forth in this lease shall inure to the benefit of and shall be binding on,
the heirs, personal representatives, trustees, receivers, permitted assignees
and permitted transferees of the parties named herein.

                                   ARTICLE 37.
                          Sole Understanding of Parties

     37.1 This lease contains the entire understanding between the parties with
respect to its subject matter, the promises, duties, terms, covenants,
conditions and all other aspects of the relationship between Landlord and
Tenant, and there are no verbal agreements, representations, warranties, or
other understandings affecting the Property or its use or development that have
not been reduced in writing in this lease. No change in this lease in any manner
whatsoever shall be valid unless in writing and signed by both parties.

                                   ARTICLE 38.
                                Further Documents

     38.1 Landlord and Tenant shall, whenever and as often as it shall be
reasonably requested to do so by the other, execute, acknowledge and deliver or
cause to be executed, acknowledged or delivered any and all such further
confirmations, instruments and documents and take any and all actions as may be
reasonably helpful, necessary, expedient or proper, in order to evidence or
complete any and all transactions or to accomplish any and all matters provided
for in this lease.

                                   ARTICLE 39.
                                      Venue

     Venue in any action arising out of this lease shall be laid in the Superior
Court of Spokane County, Washington.

                                   ARTICLE 40.
                                  Consultation
<PAGE>
     Tenant acknowledges that it has consulted or has had ample opportunity to
consult with an attorney concerning the content of this lease. Tenant represents
that it has read and understands the terms and conditions set forth in this
lease.

EXECUTED as of the date first set forth above.

LANDLORD:                               TENANT:
SPOKANE INDUSTRIAL PARK, a              CXT, INCORPORATED,
Division of PENTZER DEVELOPMENT         a Delaware corporation
CORPORATION,
a Washington corporation


By /s/ R. Rollnick                      By /s/ J. White
   ----------------------------------      -------------------------------------
   Its President                           Its President
   Address: N. 3808 Sullivan Road          Address: N. 2420 Sullivan Road
   Spokane, Washington 99216               Spokane, Washington 99216

STATE OF WASHINGTON)
        :ss.
County of Spokane )

I certify that I know or have satisfactory evidence that Richard Rollnick is the
person who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that he was authorized to execute the instrument and
acknowledged it as the President of SPOKANE INDUSTRIAL PARK, a division of
PENTZER DEVELOPMENT CORPORATION, a Washington corporation, to be the free and
voluntary act of such party for the uses and purposes mentioned in the
instrument.

Dated 8-19-93


/s/ Scott R. Brown
-------------------------------------
Notary Public in and for the State
of Washington, residing at Spokane
My commission expires: 8-31-94

     OFFICIAL SEAL
     SCOTT R. BROWN
     NOTARY PUBLIC STATE OF WASHINGTON
     My commission expires 8-31-94
<PAGE>
STATE OF WASHINGTON)
        :ss.
County of Spokane )

     I certify that I know or have satisfactory evidence that J. G. White is the
person who appeared before me, and said person acknowledged that he signed this
instrument, on oath stated that he was authorized to execute the instrument and
acknowledged it as the President of CXT, INCORPORATED, a Delaware corporation,
to be the free and voluntary act of such party for the uses and purposes
mentioned in the instrument.

Dated July 30, 1993

Notary Public in the State
of Washington, residing at Spokane
My commission expires: September 11, 1994