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                                                                  Exhibit 10.15B



                            SECOND AMENDMENT TO LEASE


         This Second  Amendment To Lease  ("Amendment") is made and entered into
this 20th day of March,  1999,  by and between G & W  Investments,  a nini kumia
formed under the laws of Japan (hereinafter  called  "Landlord"),  and Timeline,
Inc., (hereinafter called "Tenant").

                                    RECITALS

               A.     Landlord and Tenant have entered into that certain Lease
               dated September 8, 1995 as amended June 27, 1996 by Amendment of
               Lease Commencement Date, (the "Lease") with respect to the
               leasing of 17,025 net rentable square feet of space known as
               Suite 106, 107, and 109 (the "Premises") in the building located
               at 3055 112th NE, Bellevue, Washington ("Building"). Any
               capitalized terms used herein and not otherwise defined shall
               have the same meaning as in the Lease.

               B.     Landlord and Tenant now desire to enter into this
               Amendment to amend the Lease in order to reduce the size of the
               Premises pursuant to the terms provided herein.

        NOW THEREFORE, in consideration of the mutual covenants and agreements
contained in the Lease and in this Amendment and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant hereby further covenant and agree as follows:

                                    AGREEMENT

                      1.  Effective March 31, 1999, ("Effective Date"), the
               following sections of the Lease shall be amended as provided
               below:

                             a.  Premises. Section I.E. of the Lease shall be
                      amended to change the definition of the Premises to
                      include the reduction of 2,491 net rentable square feet
                      effective March 31, 1999 and the reduction of 2,180 net
                      rentable square feet effective April 30, 1999 shown as
                      "Reduction Space" on the floor plan attached hereto as
                      Exhibit A and incorporated herein so that on March
                      31,1999, the Premises shall consist of a total of 14,534
                      net rentable square feet and on April 30, 1999 the
                      Premises shall consist of a total of 12,354 net rentable
                      square feet.

                             b.  Tenant's Proportionate Share. Section I. P. of
                      the Lease shall be amended to change the pro-rated share
                      so that on March 31, 1999, the Proportionate Share shall
                      decrease from 41% to 34.66% and on April 30, 1999, from
                      34.66% to 29.5%.


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                             c.  Parking. Section I. Q. of the lease shall be
                      amended to change the number of parking spaces allocated
                      to the premises so that on the March 31, 1999, the total
                      number of parking spaces shall decrease from 62 to 53
                      located in such areas of the Project as Landlord
                      determines and divided as follows: Thirteen 13 covered and
                      forty one 41 non-covered or surface. On April 30, 1999,
                      the total number of parking spaces shall decrease from 53
                      to 45, eleven (11) covered and thirty-four (34)
                      non-covered or surface.

                             c.  Monthly Rental. Section IV.A. and the Rental
                      Schedule contained in Exhibit D of the Lease shall be
                      amended to change the Monthly Rental payable under the
                      Lease to that specified in the following schedule:

                                 The total Monthly Rental for the entire term is
                      equal to $505,423.75 and shall be payable monthly in
                      accordance with the provisions of the Lease in
                      installments as set forth below:

<TABLE>
<CAPTION>
               Months               RSF       Monthly Rental    Annual Rent Rate
               ------               ---       --------------    ----------------
<S>                                 <C>       <C>               <C>
               April 1, 1999        14,534    $23,617.75        $19.50/RSF
               April 30, 1999

               May 1, 1999-         12,354    $20,075.25        $19.50/RSF
               April 30, 2001
</TABLE>

                      2.  Ratification. Except as hereby amended, all terms and
               conditions of the Lease shall remain unchanged and Landlord and
               Tenant hereby acknowledge and confirm that the same are in full
               force and effect.

                      3.  Entire Agreement. This Amendment embodies the entire
               understanding between Landlord and Tenant with respect to the
               subject matter hereof and can be changed only by an instrument in
               writing executed by both Landlord and Tenant.

                      4. Conflict of Terms. In the event that there is any
               conflict or inconsistency between the terms and conditions of the
               Lease and those of this Amendment, the terms and conditions of
               this Amendment shall control and govern the rights and
               obligations of the parties.




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        IN WITNESS WHEREOF, Landlord and Tenant caused this agreement to be duly
executed effective the day and year first above written.



"TENANT"                                       "LANDLORD"

Timeline, Inc., a Washington corporation.      G & W Investments, a nini kumia
                                               formed under the laws of Japan

By:  /s/ Charles R. Osenbaugh                  By:  MONY Realty Partners, Inc.
     ------------------------------------           Its Agent

Its: President                                      By: /s/ Mark Novack
     ------------------------------------               ------------------------
                                                            Mark E. Novack
                                                            Vice President







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                                    EXHIBIT A


        Blue print of first floor of Building with Reduction Space outlined in
yellow ink.



















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