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                                                                   EXHIBIT 10.26

                             OFFICE LEASE AGREEMENT

                                     BETWEEN

                 Kruse Way Office Associates Limited Partnership

                                    LANDLORD

                                       and

                                  VideoTele.com

                                     TENANT

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                                TABLE OF CONTENTS

1.  BASIC LEASE INFORMATION AND EXHIBITS
    (a)  Lease Date                                                            1
    (b)  Tenant                                                                1
    (c)  Address of Tenant                                                     1
    (d)  Landlord                                                              1
    (e)  Address of Landlord                                                   1
    (f)  Premises                                                              1
    (g)  Project                                                               1
    (h)  Land                                                                  1
    (i)  Lease Term                                                            1
    (j)  Right to Extend                                                       1
    (k)  Basic Rent                                                            2
    (l)  Additional Rent                                                       2
    (m)  Security Deposit                                                      2
    (n)  Rentable Square Feet in the Premises                                  2
    (o)  Rentable Square Feet in the Project                                   2
    (p)  Tenant's Percentage                                                   2
    (q)  Parking                                                               2
    (r)  Brokers                                                               3
    (s)  Construction Completion Date                                          3
    (t)  Expansion Rights                                                      3
    (u)  Exhibits                                                              3
2.  PREMISES                                                                   3
3.  COMMENCEMENT AND EXPIRATION DATES                                          3
4.  RENT                                                                       3
5.  COSTS OF OPERATIONS AND REAL ESTATE TAXES                                  3
    (a)  Definitions                                                           3
    (b)  Additional Rent for Estimated Increases in Operating Costs            4
    (c)  Determinations                                                        5
    (d)  Personal Property Taxes                                               6
    (e)  Allocation to Project                                                 6
    (f)  Submission to Reciprocal Easements, Covenants and Restrictions        6
6.  SERVICES AND UTILITIES                                                     6
    (a)  Standard Services                                                     6
    (b)  Interruption of Services                                              6
    (c)  Additional Services                                                   7
    (d)  Satellites                                                            7
7.  SECURITY DEPOSIT                                                           7
8.  USES                                                                       8
    (a)  Uses                                                                  8
    (b)  Compliance With Law                                                   8
    (c)  Compliance With Rules and Regulations                                 8
9.  IMPROVEMENTS                                                               8
10. TENANT IMPROVEMENTS; ACCEPTANCE OF PREMISES                                8
11. CARE OF PREMISES                                                           9
12. ALTERATIONS AND ADDITIONS                                                  9
13. ACCESS                                                                    10

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14. DAMAGE OR DESTRUCTION                                                     10
    (a)  Damage and Repair                                                    10
    (b)  Destruction During Last Year of Term                                 11
    (c)  Business Interruption                                                11
    (d)  Tenant Improvements                                                  11
15. CONDEMNATION                                                              11
    (a)  Taking                                                               11
    (b)  Awards and Damages                                                   11
16. INDEMNIFICATION                                                           12
    (a)  Indemnity                                                            12
    (b)  Exemption of Landlord From Liability                                 12
    (c)  Waiver of Subrogation                                                12
17. HAZARDOUS SUBSTANCES                                                      13
18. INSURANCE                                                                 13
    (a)  Required Policies                                                    13
    (b)  Insurance Policy Requirements                                        14
    (c)  Landlord's Insurance.                                                14
19. ASSIGNMENT AND SUBLETTING                                                 14
20. LIENS AND INSOLVENCY                                                      15
    (a)  Liens                                                                15
    (b)  Insolvency                                                           15
21. DEFAULT                                                                   16
    (a)  Default By Tenant                                                    16
    (b)  Remedies Cumulative; Injunction                                      16
    (c)  Landlord's Remedies Upon Tenant Default                              16
    (d)  Waiver of Redemption Rights                                          18
    (e)  Nonpayment of Additional Rent                                        18
    (f)  Interest                                                             18
    (g)  Default by Landlord.                                                 18
22. PRIORITY                                                                  18
    (a)  Subordination of Lease                                               18
23. ESTOPPEL CERTIFICATES                                                     19
    (a)  Delivery of Estoppel                                                 19
    (b)  Failure to Deliver Estoppel                                          19
24. SURRENDER OF POSSESSION                                                   19
25. NON-WAIVER                                                                19
26. HOLDOVER                                                                  19
27. LANDLORD'S LIABILITY                                                      20
28. TRANSFER OF LANDLORD'S INTEREST                                           20
29. RIGHT TO PERFORM                                                          20
30. GENERAL                                                                   20
    (a)  Headings                                                             20
    (b)  Heirs and Assigns                                                    20
    (c)  Authority                                                            20
    (d)  No Brokers                                                           20
    (e)  Entire Agreement                                                     21
    (f)  Severability                                                         21
    (g)  Force Majeure                                                        21
    (h)  Notices                                                              21

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    (i)  Costs and Attorneys Fees                                             21
    (j)  Governing Law                                                        21
    (k)  Recording                                                            21
    (l)  Waivers                                                              22
    (m)  Time of Essence                                                      22
    (n)  Merger                                                               22
    (o)  Right to Change Public Spaces                                        22
    (p)  Name                                                                 22
    (q)  Overdue Payments                                                     22
    (r)  Intentionally Omitted                                                22
    (s)  Advertising                                                          22
    (t)  Parking                                                              23
    (u)  Execution of Lease by Landlord                                       23
31. LANDLORD'S COVENANTS                                                      23
    (a)  Quiet Enjoyment.                                                     23
    (b)  Hazardous Waste or Materials                                         23
    (c)  Rentable Square Feet                                                 23

       Exhibits
       A - Legal Description of Land
       B - Space Plan of Premises
       C - Work Agreement
       D - Building Rules and Regulations

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                             OFFICE LEASE AGREEMENT

          THIS LEASE is made this 28th day of APRIL, 2000 between Kruse Way
Office Associates Limited Partnership, an Oregon Limited Partnership
("Landlord"), and VideoTel.com, Inc. an OREGON CORPORATION ("Tenant").

     Landlord and Tenant agree:

     1.   BASIC LEASE INFORMATION AND EXHIBITS. The following terms as used
herein shall have the meanings provided in this Section 1, unless otherwise
specifically modified by provisions of this Lease:

          (a)   Lease Date: APRIL 28, 2000

          (b)   Tenant: VideoTele.Com
                ______________________

          (c)   Address of Tenant:
                6000 S.W. Meadows Road
                Lake Oswego, Oregon 97035

          (d)   Landlord: Kruse Way Office Associates Limited Partnership

          (e)   Address of Landlord:
                1417-116th Avenue N.E.
                Suite 202
                Bellevue, WA 98004

          (f)   Premises: The space containing approximately 22,450 square feet
of rentable area as shown on Exhibit B attached hereto and situated on the 2nd
floor of the 6000 Meadows Building (the "Building") constructed by Landlord on
the Land as defined below.

          (g)   Project: The Building and all related improvements which is
situated on the Land as defined below.

          (h)   Land: The real property more particularly described on Exhibit A
attached hereto.

          (i)   Lease Term: Commencing on such date as provided in Section 3
hereof, (the "Commencement Date") and terminating on the day which is 60 months
from Rent Commencement Date (the "Termination Date"). Landlord and Tenant agree
to execute an addendum to this lease setting forth the Commencement Date and the
Termination Date. The Commencement Date shall not be any earlier than June 1,
2000.

          (j)   Right to Extend:

                (i) Provided Tenant has never been in default pursuant to the
terms of this lease and has given Landlord nine (9) months prior written notice
of its intent to exercise its rights under this Section, Tenant shall have the
right to extend the term of this Lease for one (1) additional period of five
years (the "Extended Term") on the same terms and conditions as in this Lease
except that the Basic Rent during the Extended Term shall be a sum equal to the
fair market rent ("Market Rent") of the Leased Premises at the time of the
commencement of the Extended Term as determined either by agreement between
Landlord and Tenant or by arbitration as hereinafter described.

                (ii) In the event that Tenant desires to exercise such option,
Landlord and Tenant agree to negotiate in good faith to reach agreement on the
Market Rent of the Premises

                                        1

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for such Extended Term. If, for any reason, the Landlord and Tenant fail to
agree to a Market Rent for the term at least thirty (30) days prior to the end
of the initial Term, then Market Rent for the term shall be determined by
arbitration pursuant to this lease and ORS 33,210 et.seq. The arbitrator shall
be a licensed MAI appraiser, whom the Parties shall select by mutual agreement.
If the Parties are unable to agree on an arbitrator, the arbitrator shall be
selected by the Clackamas County, Oregon Court. As part of the submittals to
the arbitrator, each Party to the arbitration will present a proposed Market
Rent for the term which the submitting Party deems to be fair and reasonable.
The arbitrator is directed to select within twenty-one (21) days one of the
proposed market rents submitted and has no discretion to determine any other
market rent. The arbitrator's decision shall be final, binding and
non-appealable. Notwithstanding the above, the Market Rent for the Extended Term
shall not be less than the Base Rent in effect at the expiration of the
preceding term.

          Until the arbitrator renders his award, the Tenant shall continue to
pay the same Base Rent per month of the term as it paid for the last month of
the preceding term. The Tenant shall pay any shortfall in Market Rent payments
for the term within ten (10) days after the arbitrator renders his award; and
Landlord shall credit Tenant within ten (10) days any overpayment of Base Rent
for the term against future monthly Market Rent, as determined by the
arbitration award.

          (k)   Basic Rent: From the Rent Commencement Date (as defined in
Section 4 of this Lease) Months 1 - 12: $47,706.25 per month, $572,475 per year
($25.50/RSF); from Months 13 - 36: $48,641.67 per month, $583,700 per year
($26.00/RSF); from Months 37 - 48: $50,512.50 per month, $606,150 per year
($27.00/RSF); from Months 49 - 60: $51,447.42 per month, $617,375 per year
($27.50/RSF).

          (l)   Additional Rent: The increase in Operating Costs described in
Section 5 and all other costs, other than Basic Rent, payable by Tenant to
Landlord hereunder.

          (m)   Security Deposit: Tenant, concurrently with the execution of
this Lease, has deposited Two Hundred Thousand Dollars ($200,000.00) with
Landlord (the "Security Deposit"), the receipt of which, subject to collection,
is hereby acknowledged. On October 1, 2001, and on each successive October 1
during the term of this Lease, Tenant will submit the most recent audited annual
financial statement of Tenant certifying the net worth of Tenant as of a date
not more than thirty (30) days prior to October 1 of the applicable Lease year.
At the time said statement reflects the net worth of Tenant to be at least
$13,000,000.00 excluding additional paid in capital from any source, Landlord
shall refund $150,000.00 of the Security Deposit to Tenant and shall hold the
remaining $50,000.00 as the Security Deposit for the remainder of the term.

          (n)   Rentable Square Feet in the Premises: 22,450 SF (subject to
final BOMA measurement)

          (o)   Rentable Square Feet in the Project: 110,000 SF (subject to
final BOMA measurement)

          (p)   Tenant's Percentage: 20.4% (subject to final BOMA measurement)

          (q)   Parking: Four (4) parking stalls per 1,000 usable square feet,
or 83 total spaces. Of these 83, 11 shall be reserved underground parking in the
building at a current rate of $25.00 per stall, per month (at a ratio of
one-half (1/2) stall per 1,000 usable square feet) and 11 shall be reserved
covered parking in the Building parking deck (at a current rate of $15 per stall
per month (at a ratio of one-half (1/2) stall per 1,000 usable square feet).
Tenant's parking charges for the Lease Term total $440 per month, which shall be
payable to Landlord as Additional Rent hereunder.

                                        2

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          (r)   Brokers: Tenant was represented in this transaction by Cushman &
Wakefield; Landlord was represented in this transaction by Norris Beggs &
Simpson, a licensed real estate broker.

          (s)   Construction Completion Date: The date of substantial completion
of Tenant Improvements as described in Exhibit C.

          (t)   Expansion Rights: Tenant will not have any specific rights to
additional space in the Project. If however, the Tenant does expand its
Premises, additional space will be at fair market value, but not less than the
rate paid on Tenant's existing leased space. The term of any such expansion
space shall be co-terminus with this Lease.

          (u)   Exhibits: The following exhibits are attached hereto and are
hereby made a part of this Lease.

                Exhibit A - Legal Description of Land
                Exhibit B - Space Plan of Premises
                Exhibit C - Work Agreement
                Exhibit D - Building Rules and Regulations

     2.   PREMISES. Landlord does hereby lease to Tenant, and Tenant does hereby
lease from Landlord, upon the terms and conditions herein set forth, the
Premises described in Section 1(f) hereof as shown on Exhibit B attached hereto
and incorporated herein, together with rights of ingress and egress over common
areas in the Building and on the Land.

     3.   COMMENCEMENT AND EXPIRATION DATES. The term of this Lease shall
commence on the earliest of the following dates (the "Commencement Date"): (a)
the Construction Completion Date as defined in Section 1(s) above; (b) the date
on which the Premises would have been substantially completed but for delay
caused by Tenant or any agent, employee or contractor of Tenant; or (c) the date
on which the Premises are actually occupied by Tenant. Upon request of Landlord,
Tenant shall enter into a memorandum stipulating the actual Commencement Date.
If for any reason other than Tenant's failure to fulfill its obligations
hereunder, Landlord is delayed in delivering possession of the Premises to
Tenant substantially complete, Landlord shall not be subject to any liability
therefor, nor shall such failure affect the validity of this Lease or the
obligations of Tenant hereunder, but in such case the Commencement Date shall
not occur until possession of the Premises is delivered to Tenant substantially
complete. If Landlord is delayed in delivering possession of the Premises to
Tenant substantially complete due to the failure of Tenant to fulfill any
obligation pursuant to the terms of this Lease or any exhibit hereto, including
without limitation Tenant's failure to comply with the terms of Exhibit C, the
Commencement Date and Tenant's obligation to pay rent shall be accelerated by
the number of days of such delay. The Lease shall expire upon the Termination
Date specified in Section 1(i).

     4.   RENT. Tenant shall pay Landlord without notice the Basic Rent stated
in Section 1(k) commencing on the later of the following dates: (a) October 1,
2000; or (b) the date which is three (3) months from the Commencement Date
("Rent Commencement Date"). Tenant shall pay the Basic Rent in advance without
demand, deduction or offset, except as specified herein, on the first day of
each calendar month during the term at the address specified in section 1(e) or
such address as may be specified by Landlord. Basic Rent and Additional Rent
(together "Rent") for any partial month shall be pro-rated in proportion to the
number of days in such month.

                                        3

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     5.   COSTS OF OPERATIONS AND REAL ESTATE TAXES.

          (a)   Definitions. In addition to the Basic Rent provided in
Section 1(j) of this Lease, Tenant shall pay to Landlord increases under this
Section 5 as "Additional Rent", utilizing the following definitions:

                (i)   "Operating Costs" shall mean all taxes and assessments on
real and personal property; any taxes levied or assessed (or any installment
thereof due during the Lease Year) in addition to or in lieu of such real
property or personal property taxes, or any other tax (except any federal or
state net income tax or any business or occupation tax) upon leasing of the
Project or rents collected; and all other expenses paid or incurred by Landlord
for managing, maintaining, operating and repairing the Project and the personal
property used in conjunction therewith, including without limitation, the
following: (A) electricity, water, gas, sewers, refuse collection, telephone
charges not charged to individual tenants and similar utility services; (B) the
cost of maintaining, rehabilitating or replacing heating, mechanical,
ventilating, escalator and elevator systems and restriping, repairing and
repaving parking areas; (C) the cost of repairs, janitorial and cleaning
services, window washing, landscape maintenance, and other general maintenance
or cleaning; (D) the cost of fire, extended coverage, boiler, sprinkler, public
liability, property damage, rent, earthquake (if required by any lender on the
building and if such expense is included in the base year) and other insurance;
(E) wages, salaries and other labor costs, including employee benefits, of all
persons who perform duties in connection with the operation, maintenance and
repair of the Project; (F) fees, charges and other costs, including management
fees, consulting fees, legal fees and accounting fees, of all independent
contractors reasonably engaged by Landlord; (G) management fees not to exceed 4%
of gross revenues charged by Landlord; (H) the costs for the subject period
(amortized over the useful life in accordance with the Internal Revenue Code) of
any capital improvements made to the Project after the date of this Lease which
are either designed to increase the operating efficiency of the Project or are
required by applicable law; (I) cost of all licenses, permits and inspections
required by governmental bodies with jurisdiction over the Premises, Project and
Land; and (J) the amortized costs of renovating the carpet, paint and lighting
of common hallways and lobbies; (K) deductible amounts (not to exceed $25,000)
under any insurance maintained by Landlord with respect to repair or rebuilding
of the Project, and (L) any other expenses or charges whether or not hereinabove
described, which in accordance with generally accepted accounting and management
practices would be considered an expense of managing, maintaining, operating, or
repairing the Project. During periods in which the occupied rentable area of the
Building is less than 95% of the total rentable area, Operating Costs shall be
adjusted to reflect the Operating Costs which in the reasonable judgment of
Landlord normally would have been incurred had the Building been fully assessed
and 95% occupied for the entire period.

                (ii)  "Operating Costs" shall not include the following:

                      a.  Costs of any special services rendered to individual
tenants (but not all tenants in the building) for which a special charge is
made.

                      b.  Leasing commissions and other leasing expenses.

                      c.  Legal fees, accounting fees and other costs and
expenses associated with a breach or default by any tenant.

                (iii) "Lease Year" shall mean the twelve-month period commencing
January 1 and ending December 31.

                (iv)  "Actual Operating Costs" means the actual expenses paid or
incurred by Landlord for Operating Costs during any Lease Year of the term
hereof.

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                (v)   "Actual Operating Costs Allocable to the Premises" means
the Tenant's share of the Actual Operating Costs determined by dividing the
Rentable Square Feet in the Premises as set forth in Section 1(m) by the
Rentable Square Feet in the Project and multiplying the resulting quotient by
the Actual Operating Costs.

                (vi)  "Estimated Operating Costs Allocable to the Premises"
means Landlord's estimate of Actual Operating Costs Allocable to the Premises
for the following Lease Year to be given by Landlord to Tenant pursuant to
Section 5(b)(i) below.

                (vii) "Base Service Year" shall mean the calendar year 2000.

          (b)   Additional Rent for Estimated Increases in Operating Costs.

                (i)   On or before the first (1st) day of March of each Lease
Year after the Base Service Year, during the term hereof, Landlord shall furnish
Tenant a written statement of the Estimated Operating Costs Allocable to the
Premises for such Lease Year, and a calculation of the Additional Rent for such
costs as follows: one-twelfth (1/12) of the amount, if any, by which such amount
exceeds the Operating Costs Allocable to the Premises for the Base Service Year
shall be Additional Rent payable each month by Tenant as provided in Section 4.
Any shortfall for elapsed portion of the Lease Year in question shall be made up
with the next monthly payment. Landlord reserves the right to adjust this
estimate from time to time.

                (ii)  Within ninety (90) days after the close of each Lease
Year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a
written statement setting forth the Actual Operating Costs Allocable to the
Premises during the preceding Lease Year. If such costs for any Lease Year
exceed Estimated Operating Costs Allocable to the Premises paid by Tenant to
Landlord pursuant to subsection (b)(i) above, Tenant shall pay the amount of
such excess to Landlord as Additional Rent within fifteen (15) days after
receipt of such statement by Tenant. If such statement shows such costs to be
less than the amount paid by Tenant to Landlord pursuant to subsection (b)(i)
above, then the amount of such overpayment by Tenant shall be credited by
Landlord to the next Rent payable by Tenant. In no event shall the Rent payable
by Tenant hereunder be less than the Rent specified in Section 1(k) of this
Lease.

                (iii) If this Lease shall terminate on a day other than the last
day of a Lease Year, the amount of any adjustment between Estimated and Actual
Operating Costs Allocable to the Premises with respect to the Lease Year in
which such termination occurs shall be prorated on the basis which the number of
days from the commencement of such Lease Year to and including such termination
date bears to 365, and any amount payable by Landlord to Tenant or Tenant to
Landlord with respect to such adjustment shall be payable within fifteen (15)
days after delivery of the statement of Actual Operating Costs Allocable to the
Premises with respect to such Lease Year.

          (c)   Determinations. The determination of Actual Operating Costs and
Estimated Operating Costs Allocable to the Premises shall be made by Landlord.
Landlord or its agent shall keep records in reasonable detail showing all
expenditures made for the items enumerated above, which records shall be
available for inspection by Tenant at any reasonable time during the two year
period following receipt of the Landlord's statement referred to in Section
5(b)(ii).

                                        5

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          (d)   Personal Property Taxes. Tenant shall pay, prior to delinquency,
all Personal Property Taxes payable with respect to all property of Tenant
located on the Premises, the Building, or the Project including any improvements
paid for by Tenant, and promptly, upon request of Landlord, shall provide
written proof of such payment. As used herein, "Property of Tenant" shall
include all improvements which are paid for by Tenant. "Personal Property Taxes"
shall include all property taxes assessed against the property of Tenant,
whether assessed as real or personal property.

          (e)   Allocation to Project. If the Project is assessed with other
property of Landlord as part of a larger tax lot, Landlord shall allocate taxes
and assessments affecting the property covered by the tax statement to the
Project on an equitable basis, giving consideration to the assessed value of the
Building, the Land and appurtenant improvements (including, without limitation,
parking facilities). If Operating Costs are incurred with respect to the Project
and other property of Landlord (including, without limitation, Operating Costs
associated with parking facilities), Landlord shall allocate such Operating
Costs to the Project and such other property of Landlord on an equitable basis.

          (f)   Submission to Reciprocal Easements, Covenants and Restrictions.
Landlord reserves the right to subject the Project to reciprocal easements,
covenants and restrictions to which this Lease shall automatically be
subordinate. In such event, the Operating Costs for the Project shall be deemed
to include, without limitation, Landlord's share of such costs under the
reciprocal easements, covenants and restrictions.

     6.   SERVICES AND UTILITIES.

          (a)   Standard Services. Landlord shall maintain the Premises and the
public and common areas of the Building (including the roof, exterior portions
of the building, parking and landscaping) in reasonably good order and
condition, except for damage occasioned by the negligent or willful act or
omission of Tenant or its contractors, agents, invitees, licensees or employees,
the repair of which damage shall be paid by Tenant, subject to the provisions of
Section 16(c). Landlord shall furnish the Premises with electricity for normal
office use, water, elevator service and reasonable 5 day per week janitorial
services during the term of the Lease. Electricity use beyond normal office use
and any separate metering required thereby shall be paid for by Tenant. The
Basic Rent stated in Section 1(j) hereof does not include the costs of any
janitorial or other service provided or caused to be provided by Landlord to
Tenant which are in addition to the services ordinarily provided Building
tenants.

     Landlord shall furnish the Premises with heat and air conditioning during
the following hours; Monday to Friday 7:00 a.m. to 6:00 p.m., and Saturday 9:00
a.m. - 1:00 p.m. Tenant may request provision of these services for other hours
by giving Landlord at least 48 hours prior written notice and by paying all
additional costs incurred by Landlord for such services with the next due
installment of Rent at Landlord's then current overtime rate, which is currently
$30 per hour. During other than normal business hours (as designated by
Landlord), Landlord may restrict access to the Building in accordance with the
building's security system, provided that Tenant shall have at all times during
the term of this Lease (24 hours of all days) reasonable access to the Premises.

          (b)   Interruption of Services. Landlord shall not be liable for any
loss, injury or

                                        6

<PAGE>

damage to person or property caused by or resulting from any variation,
interruption, or failure of such services due to any cause beyond reasonable
control of Landlord and rent shall not abate as a result thereof. No temporary
interruption or failure of such services incident to the making of repairs,
alterations or improvements, or due to accident, strike or conditions or events
beyond Landlord's reasonable control shall be deemed an eviction of Tenant or
relieve Tenant from any of Tenant's obligations hereunder.

          (c)   Additional Services. Before installing lights and equipment in
the Premises which in the aggregate exceed normal levels of usage (including
without limitations, computer and data processing equipment), Tenant shall
obtain the written permission of Landlord. Landlord may refuse to grant such
permission unless Tenant shall agree to pay the costs of Landlord for
installation of supplementary air conditioning capacity or electrical systems as
necessitated by such equipment or lights. Notwithstanding the above, Landlord
may not refuse to grant permission for equipment which, in the aggregate, does
not require electrical power in excess of five (5) watts per rentable SF. Tenant
agrees to notify Landlord if Tenant uses more than 25% of the Premises for
non-general office use, whereupon Landlord shall have the right to re-evaluate
Tenant's power usage and adjust Tenant's payment hereunder accordingly.

          (d)   Satellites - (See Additional insert)

          In addition, Tenant shall in advance, on the first day of each month
during the Lease term, pay Landlord the reasonable amount estimated by Landlord
as the cost of furnishing electricity for the operation of such equipment or
lights and the reasonable amount estimated by Landlord as the cost of operation
and maintenance of supplementary air conditioning units necessitated by Tenant's
use of such equipment or lights. The Rent stated in Section 1(k) hereof does not
include any amount to cover the cost of furnishing electricity or such
additional air conditioning for such purposes and such costs will be paid by
Tenant as Additional Rent. Landlord shall be entitled to install and operate at
Tenant's cost a monitoring/metering system in the Premises to measure the added
demands on electrical, heating, ventilation and air conditioning systems
resulting from such equipment and lights and from Tenant's after-hours heating,
ventilation and air conditioning service requirements. Tenant shall comply with
Landlord's instructions for the use of drapes and thermostats in the Building.

     7.   SECURITY DEPOSIT. As security for the full and faithful performance
of every covenant and condition of this Lease to be performed by Tenant, Tenant
has paid to Landlord the Security Deposit as specified in Section 1(m) hereof.
If Tenant defaults in any respect under this Lease, Landlord may apply all or
any part of the Security Deposit to the payment of any sum in default or any
other sum which Landlord may be required or may in its reasonably discretion
deems necessary to spend or incur by reason of Tenant's default. In such event,
Tenant shall, within five (5) days of written demand therefor by Landlord,
deposit with Landlord the amount so applied. If Tenant shall have fully complied
with all of the covenants and conditions of this Lease, the amount of the
Security Deposit to the extent not applied by Landlord under this Section 7
shall be repaid to Tenant (or, at Landlord's option, to the last assignee of
Tenant's interest hereunder) within thirty (30) days after the expiration or
sooner termination of this Lease. In the event of Tenant's default under this
Lease, Landlord's right to retain the Security Deposit shall be deemed to be in
addition to any and all other rights and remedies at law or in equity available
to Landlord. Landlord shall not be required to keep any Security Deposit
separate from its general funds and Tenant shall not be entitled to any interest
thereon, however, the Security Deposit shall be held in an interest bearing
account, and the interest earned thereon shall become part of the Security
Deposit.

                                        7

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     8.   USES.

          (a)   Uses. The Premises are to be used only for general office
purposes and research and development purposes ("Permitted Uses") and for no
other business or purpose without the prior written consent of Landlord, which
consent may be withheld if Landlord, in its sole discretion, determines that any
proposed use is inconsistent with or detrimental to the maintenance and
operation of the Building as a first-class office building or is inconsistent
with any restriction on use of the Premises, the Building, the Project or the
Land contained in any lease, mortgage or other agreement or instrument by which
the Landlord is bound or to which any of such property is subject. Tenant shall
not commit any act that will increase the then existing rate of insurance on the
Building or the Project and will immediately pay any such increase. Tenant shall
promptly pay upon  demand the amount of any increase in insurance rates caused
by any act or acts of Tenant. Tenant shall not commit or allow to be committed
any waste upon the Premises, or any public or private nuisance or other act
which disturbs the quiet enjoyment of any other tenant in the Building or which
is unlawful. Tenant shall not, without the written consent of Landlord, use any
apparatus, machinery or device in or about the Premises which will cause any
substantial noise, vibration or fumes. If any of Tenant's office machines or
equipment should disturb the quiet enjoyment of any other tenant in the
Building, then Tenant shall provide adequate insulation or take other action as
may be necessary to eliminate the disturbance.

          (b)   Compliance With Law. Both Landlord and Tenant shall, at their
own expense, comply promptly with all applicable statutes, ordinances, rules,
regulations, orders and requirements, including without limitation laws and
regulations prohibiting discrimination on the basis of race, gender, religion,
national origin, age or disability, in effect during the term hereof regulating
the use, occupancy or improvement of the Premises by Tenant, Landlord or
otherwise.

          (c)   Compliance With Rules and Regulations. Tenant shall observe and
comply with all reasonable rules and regulations put into effect by Landlord.
Landlord shall not be responsible to Tenant for the non-compliance with the
rules and regulations of any other tenant or occupant of the Project.

     9.   IMPROVEMENTS. Upon expiration or sooner termination of this Lease,
all improvements and additions to the Premises, except Tenant's trade fixtures,
shall be deemed the property of Landlord.

     10.  TENANT IMPROVEMENTS: ACCEPTANCE OF PREMISES. The Premises shall be
completed in accordance with the plans and specifications attached hereto as
Exhibit C. All necessary construction shall be commenced by Landlord following
Landlord's execution of this Lease and Tenant's delivery of the first month's
Basic Rent, and the Security Deposit. Within ten (10) days ("Inspection Period")
after Landlord informs Tenant of the completion of the improvements, Tenant
shall make such inspection of the Premises as Tenant deems appropriate. Except
as otherwise specified by Tenant in writing to Landlord within the Inspection
Period, Tenant shall be deemed to have accepted the Premises in their then
condition. If, as a result of such inspection, Tenant discovers minor deviations
or variations from the plans and specifications for Tenant's improvements of a
nature commonly found on a "punch list" (as the term is used in the construction
industry), Tenant shall, during the Inspection Period, notify Landlord of such
deviations. Landlord shall promptly repair all punch list items. The existence
of such punch list items shall not postpone the Commencement Date of this Lease
or the obligation of Tenant to pay Rent. Tenant acknowledges that neither
Landlord nor Landlord's agent has made any

                                        8

<PAGE>

representation or warranty as to the suitability of the Premises for the conduct
of Tenant's business, and Tenant hereby waives any rights, claims or actions
against Landlord under any express or implied warranties of suitability.

     11.  CARE OF PREMISES. Tenant shall, at Tenant's sole cost and expense,
keep the Premises and every part thereof in good condition and repair, damage
thereto from causes beyond the reasonable control of Tenant and ordinary wear
and tear and damage by fire and other casualty not intentionally caused by
Tenant excepted. Tenant shall be responsible for the cleaning of any common
areas of the Building and the Project if such cleaning is necessary due to
Tenant's use of such common areas in a manner other than the normal, reasonable
use of such areas. All damages or injury done to the Premises, Building or
Project by Tenant or by any persons who may be in or upon the Premises, Building
or Project with the express or implied consent of Tenant, including but not
limited to the cracking or breaking of any glass of windows and doors, shall be
paid for by Tenant and Tenant shall pay for all damage to the Project to the
extent caused by acts or omissions of Tenant or Tenant's officers, contractors,
agents, invitees, licensees, or employees subject to the provisions of section
16(c). If Tenant fails to perform Tenant's obligations under this Section 11,
Landlord may at Landlord's option enter upon the Premises after ten (10) days'
prior written notice to Tenant and put the affected portion of the Project in
good order, condition and repair and the cost thereof together with interest
thereon at the rate of 15% per annum from the date of completion of work by
Landlord until payment by Tenant, shall be due and payable as Additional Rent to
Landlord together with Tenant's next installment of Basic Rent. All normal
repairs shall be those reasonably determined by Landlord as necessary to
maintain the Project as a first-class office building complex.

     12.  ALTERATIONS AND ADDITIONS.

          (a)   Tenant shall not make any alterations, improvements, additions,
or utility installations in or about the Premises or make changes to locks on
doors, or add, disturb or in any way change any floor covering, wall covering,
fixtures, plumbing or wiring (collectively, "Alterations") without first
obtaining the prior written consent of Landlord which shall not be unreasonably
withheld, and, where appropriate, in accordance with plans and specifications
approved by Landlord. Any such Alterations shall not adversely affect either
the strength or exterior appearance, or the mechanical, electrical, or plumbing
services of the Building and the Project. Any alterations required to be made to
the Premises by any applicable building, health, safety, fire,
nondiscrimination, or similar law or regulation ("law"), but only to the extent
such alterations are not also required to be made generally throughout the
building, shall be made at Tenant's sole expense and shall be subject to the
prior written consent of Landlord. Tenant shall reimburse Landlord for any sums
expended for examination and approval of architectural or mechanical plans and
specifications of the Alterations. Tenant shall also pay Landlord a sum equal to
the direct costs incurred during any inspection or supervision of the
Alterations. Landlord may require a lien and completion bond for such
construction, or require the improvements(except for any cabling installed by
the Tenant) be removed at the expiration of the Term. Tenant acknowledges and
agrees that a material condition to the granting of approval of Landlord to any
alterations and/or improvements and/or repairs required under this Lease or
desired by Tenant is that the contractors who perform such work shall carry a
Comprehensive Liability Policy covering both bodily injury, in the amount of
$100,000 per person and $300,000 aggregate, and property damages, in the amount
of $300,000, at Tenant's expense. Landlord may require proof of such insurance
coverage from each contractor at the time of submission of Tenant's request for
Landlord's consent to commence work. Landlord's approval of the plans,

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<PAGE>

specifications and working drawings for Tenant's alterations shall create no
responsibility or liability on the part of Landlord for their completeness,
design sufficiency, or compliance with all laws, rules and regulations of
governmental agencies or authorities. Tenant shall indemnify and hold Landlord
harmless from any liability, claim or suit, including attorneys' fees, arising
from any injury, damage, cost or loss sustained by persons or property as a
result of any defect in design, material or workmanship.

          (b)   Tenant shall pay, when due, all claims for labor or materials
furnished to or for Tenant at or for use in the Premises, which claims are or
may be secured by any mechanics' or materialmen's liens against the Premises or
any interest therein. Within ten (10) days after notice thereof, Tenant shall
remove or cause to be removed all liens filed against the Project or any portion
thereof in connection with any Alterations or other work performed by or at the
request of Tenant.

          (c)   Tenant shall not put curtains, draperies or other hangings or
signs on or beside the windows in the Premises.

          (d)   Unless Landlord requires their removal, all Alterations (other
than trade fixtures and movable equipment) which may be made on the Premises
shall become the property of Landlord and remain upon and be surrendered with
the Premises at the expiration of the term.

     13.  ACCESS. Tenant shall permit Landlord and its agents to enter the
Premises at all reasonable times for the purpose of inspecting, cleaning,
repairing, altering or improving the Premises or the Building. Nothing contained
in this Section 13 shall be deemed to impose any obligation upon Landlord not
expressly stated elsewhere in this Lease. Landlord may temporarily close any
portion of the Building or Project without liability to Tenant by reason of such
closure, and such closure shall not constitute an eviction of Tenant or release
Tenant from any Rent or other obligations hereunder, provided that the Landlord
does not preclude Tenant's access to the premises and such closure does not
materially interfere with Tenant's use and occupancy of the premises. Landlord
shall have the right to enter the Premises for the purpose of showing the
Premises to prospective purchasers or mortgagees at all reasonable times.
Landlord shall have the right to enter the Premises for the purpose of showing
the Premises to prospective tenants within the period of one hundred eighty
(180) days prior to the expiration or sooner termination of the Lease term.
Landlord shall give tenant 24 hours prior notice of any intended entry onto the
Premises, except in the event of an emergency.

     14.  DAMAGE OR DESTRUCTION.

          (a)   Damage and Repair. If the Building is damaged by fire or any
other cause to such extent that the cost of restoration, as reasonably estimated
by Landlord, will equal or exceed thirty percent (30%) of the replacement value
of the Building, or if insurance proceeds sufficient for restoration are for any
reason unavailable, then Landlord may, no later than the sixtieth day following
the damage, give Tenant a notice of Landlord's election to terminate this Lease.
In the event of such election this Lease shall be deemed to terminate on the
third day after the giving of such notice, Tenant shall surrender possession of
the Premises within a reasonable time thereafter, the Rent and Additional Rent
shall be apportioned as of the date of Tenant's surrender and any Rent paid for
any period beyond such date shall be repaid to Tenant. If the cost of
restoration as estimated by Landlord shall amount to less than thirty percent
(30%) of said replacement value of the Building and insurance proceeds
sufficient for restoration are available,

                                       10

<PAGE>

or if Landlord does not elect to terminate this lease, Landlord shall restore
the Building and the Premises (to the extent of the improvement of the Premises
originally provided by Landlord hereunder) with reasonable promptness, subject
to delays beyond Landlord's control and delays in the making of insurance
adjustments by Landlord. To the extent that the Premises are rendered
untenantable, the Rent shall proportionately abate, except in the event such
damage resulted from the willful or intentional act or omission of Tenant, in
which event Rent shall abate only to the extent Landlord receives proceeds from
any rental income insurance policy to compensate Landlord for loss of Rent
hereunder.

          (b)   Destruction During Last Year of Term. In case the Building shall
be substantially destroyed by fire or other cause at any time during the last
Lease Year of this Lease, Landlord may terminate this Lease upon written notice
to Tenant if given within sixty (60) days of the date of such destruction.

          (c)   Business Interruption. No damages, compensation or claim shall
be payable by Landlord for inconvenience, loss of business or annoyance arising
from any repair or restoration of any portion of the Premises, the Building or
the Project. Landlord shall use its best efforts to effect such repairs
promptly.

          (d)   Tenant Improvements. Landlord will not carry insurance of any
kind on any improvements paid for by Tenant as provided in Exhibit C or on
Tenant's furniture, furnishings, fixtures, equipment or appurtenances of Tenant
under this Lease and Landlord shall not be obligated to repair any damage
thereto or replace the same.

     15.  CONDEMNATION.

          (a)   Taking. If all of the Premises or such portions of the Building
or Project as may be required for the reasonable use of the Premises are taken
by eminent domain, this Lease shall automatically terminate as of the date title
vests in the condemning authority. In the event of a taking of a material part,
but less than all, of the Building or Project, where Landlord shall determine
that the remaining portions of the Building or Project cannot be economically
and effectively used by it (whether on account of physical, economic, aesthetic
or other reasons) or where Landlord determines the Building should be restored
in such a way as to materially alter the Premises, Landlord shall forward a
written notice to Tenant of such determination not more than sixty (60) days
after the date of taking. The term of this Lease shall expire upon such date as
Landlord shall specify in such notice but not earlier than sixty (60) days after
the date of such notice. In case of taking of a part of the Premises, or a
portion of the Building or Project not required for the reasonable use of the
Premises, then this Lease shall continue in full force and effect and the Rent
shall be equitably reduced based on the proportion by which the floor area of
the Premises is reduced; however, if the floor area of the premises is reduced
by more than five percent (5%), Tenant may terminate this Lease upon thirty (30)
days notice to Landlord.

          (b)   Awards and Damages. Landlord reserves all rights to damages to
the Premises for any partial, constructive, or entire taking by eminent domain,
and Tenant hereby assigns to Landlord any right Tenant may have to such damages
or award, and Tenant shall make no claim against Landlord or the condemning
authority for damages for termination of the leasehold interest or interference
with Tenant's business. Tenant shall have the right, however, to claim and
recover from the condemning authority compensation for any loss to which Tenant
may be put for Tenant's moving expenses, business interruption or taking of
Tenant's personal property

                                       11

<PAGE>

(not including Tenant's leasehold interest) provided that such damages may be
claimed only if they are awarded separately in the eminent domain proceedings
and not out of or as part of the damages recoverable by Landlord.

     16.  INDEMNIFICATION.

          (a)   Indemnity. Subject to provisions of Section 16.c, Tenant shall
indemnify, defend and hold Landlord harmless from and against all loss, cost and
expense, including attorneys fees, arising from any act, omission, or negligence
of Tenant or its officers, contractors, licensees, agents, servants, employees,
guests, invitees, or visitors in or about the Premises or Project, or arising
from any injury or damage to any person or property, occurring in or about the
Premises or Project as a result of any act, omission or negligence of Tenant, or
its officers, contractors, licensees, agents, employees, guests, or visitors or
arising from any breach or default under this Lease by Tenant. The foregoing
provisions shall not be construed to make Tenant responsible for loss, damage,
liability or expense resulting from injuries to third parties caused solely by
the gross negligence of Landlord, or its officers, contractors, licensees,
agents, employees, invitees or other tenants of the Project.

          (b)   Exemption of Landlord From Liability. As a material part of the
consideration to Landlord, Tenant hereby agrees that, notwithstanding anything
to the contrary in Section 16(a) above, Landlord shall in no event be liable for
injury to Tenant's business or assets or any loss of income therefrom or for
damage to Tenant's employees, invitees, customers, or any other person in or
about the Premises, whether such damage, loss or injury results from conditions
arising upon the Premises or upon other portions of the Project of which
Premises are a part (including, without limitation, damaged caused by the
Project or any portion thereof or a appurtenance thereto being out of repair, or
the bursting, leakage of any water, gas, sewer or steam pipe), or from other
sources or places, and regardless of whether the cause of such damage, loss or
injury or the means of repairing the same is inaccessible to Tenant. Tenant
further agrees that notwithstanding anything to the contrary in Section 16(a)
above, Landlord shall in no event be liable for any injury or damage to any
person or property of Tenant, Tenant's employees, invitees, customers, agents or
contractors caused by theft or arising from any act, omission or neglect of any
tenant or occupant of the Project or any other third person.

          (c)   Waiver of Subrogation. Each party agrees to use commercially
reasonable efforts to cause its insurance carriers to consent to a waiver of
rights of subrogation against the other party. If such waiver shall be
obtainable only at a premium over that chargeable without such a waiver, the
party seeking such policy shall notify the other and the party in whose favor
the waiver is desired shall pay the additional premium. Each party shall look
first to any insurance in its favor before making claim against the other party.
Whether the loss or damage is due to the negligence of either Landlord or
Tenant, their agents or employees, or any other cause, Landlord and Tenant do
each hereby release and relieve the other, their agents or employees, from
responsibility for, and waive their entire claim of recovery for (i) any loss or
damage to the real or personal property of either located anywhere in the
Project, including the Project itself, arising out of or incident to the
occurrence of any of the perils which are covered by their respective property
and related insurance policies, and (ii) any loss resulting from business
interruption at the Premises or loss of rental income from the Project, arising
out of or incident to the occurrence of any of the perils which may be covered
by any business interruption insurance policy or by any loss of rental income
insurance policy held by Landlord or Tenant, to the extent to which it is
covered, or is required under the provisions of this Lease to be covered by a
policy or policies containing a

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<PAGE>

waiver of subrogation or permission to release liability

     17.  HAZARDOUS SUBSTANCES. Tenant shall not dispose of or otherwise allow
the release of any hazardous waste or materials in, on or under the Premises,
the Project or any adjacent property, except for normal office products used and
disposed of in accordance with applicable laws. Tenant represents and warrants
to Landlord that Tenant's intended use of the Premises does not involve the use,
production, disposal or bringing on to the Premises or the Project of any
hazardous waste or materials, except for normal office products used and
disposed of in accordance with applicable laws. As used herein, the term
"hazardous waste or materials" means any material or substance that, as of the
date of this Agreement, is defined or classified under federal, state, or local
laws as: (a) a "hazardous substance" pursuant to section 101 of the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
Section 9601(4), section 311 of the Federal Water pollution Control Act, 33
U.S.C. Section 1321; (b) a "hazardous waste" pursuant to section 1004 or section
3001 of the Resource Conservation and Recovery Act, 42 U.S.C. sections 6903,
6921; (c) a toxic pollutant under section 307(a)(1) of the Federal Water
Pollution Control Act, 33 U.S.C. Section 1317 (a)(1); (d) a "hazardous air
pollutant" under section 112 of the Clean Air Act, 42 U.S.C. Section 7412; (e) a
"hazardous Material" under the Hazardous Materials Transportation Uniform Safety
Act of 1990, 49 U.S.C. App. Section 1802 (4); (f) toxic or hazardous pursuant to
regulations promulgated under the aforementioned laws; of (g) presenting a risk
to the environment under other applicable federal, state, or local laws,
ordinances, or regulations. "Hazardous Substances" specifically include, but is
not limited to, asbestos, polychlorinated biphenyls ("PCBs"), petroleum and
petroleum-based derivatives, and urea formaldehyde. Tenant shall promptly comply
with all applicable laws and with all orders, decrees or judgments of
governmental authorities or courts having jurisdiction relating to hazardous
waste or materials.

     Tenant agrees with respect to all aspects of this section 17 to
indemnify, defend and hold harmless Landlord against any and all loss, cost and
expense (including, without limitation, consultants' fees, attorneys' fees and
disbursements) which may be imposed on, incurred or paid by, or asserted against
Landlord or the Premises or the Project by reason of, or in connection with (i)
any misrepresentation, breach of warranty or other default by Tenant under this
Lease, or (ii) the acts or omissions by Tenant under this Lease, or (ii) the
acts or omissions of Tenant, or any sublessee or other person for whom Tenant
would otherwise be liable, resulting in the release of any hazardous waste or
materials.

     18.  INSURANCE.

          (a)   Required Policies. Tenant shall, throughout the term of this
Lease and any renewal hereof, at its own expense, keep and maintain in full
force and effect: (i) a policy of commercial liability insurance including a
contractual liability endorsement covering Tenant's obligations under Section 16
and 17, with a limit of not less than Two Million Dollars ($2,000,000) combined
single limit (the limits of said insurance shall not, however, limit the
liability of Tenant hereunder); and (ii) what is commonly referred to as "all
risk" coverage insurance (but excluding earthquake and flood) on Tenant's
leasehold improvements in an amount not less than the current One Hundred
Percent (100%) replacement value thereof. Such policy shall name Landlord as an
additional insured and shall contain a provision or endorsement providing that
the insurance afforded by such policy for the benefit of Landlord shall be
primary as respects any claims, losses or liabilities arising out of the use of
the Premises or the Building or the Common Areas by the Tenant or by Tenant's
operation and that any insurance carried by

                                       13

<PAGE>

Landlord shall be excess and non-contributing.

          (b)   Insurance Policy Requirements. Insurance policies required
hereunder shall be issued by companies which are authorized to do business in
Oregon and are currently rated AXII or better in "Best's Insurance Guide." No
insurance policy required under this Section 18 shall be canceled or reduced in
coverage and each insurance policy shall provide that it is not subject to
cancellation or a reduction in coverage except after thirty (30) days prior
written notice to Landlord.

     Tenant shall deliver to Landlord upon the Commencement Date and from time
to time thereafter, copies of policies of such insurance or certificates
evidencing the existence and amounts of same containing loss payable clauses
satisfactorily to Landlord and naming Landlord as Additional Insured thereunder.

          (c)   Landlord's Insurance. Landlord agrees to acquire, maintain and
pay for, during the full term of this Lease, "all risk" property damage
insurance against such risks and hazards as are customarily insured against by
others similarly situated and operating like properties, but excluding
earthquake and flood, covering the Building, including the Premises for such
amounts and upon such terms as would a prudent owner of such property similar to
and in the general area of the Building, and shall name Tenant as an additional
insured thereon. Such insurance shall be acquired from a company authorized to
do business in the State of Oregon and rated as AXII or better in "Best's
Insurance Guide." Upon request by Tenant, Landlord shall notify Tenant of the
amount and type of insurance carried by Landlord pursuant to this section.

     19.  ASSIGNMENT AND SUBLETTING.

          (a)   Tenant shall not assign, mortgage, encumber or otherwise
transfer this Lease or sublet the whole or any part of the Premises without in
each case first obtaining Landlord's prior written consent, which Landlord may
not unreasonably withhold. Without limiting the foregoing, Landlord may withhold
its consent if in Landlord's judgment occupancy by any proposed assignee,
subtenant or other transferee: (i) is not consistent with the maintenance and
operation of a first-class suburban office building due to the proposed
occupant's nature or manner of conducting business or its experience or
reputation in the community, or (ii) is likely to cause disturbance to the
normal use and occupancy of the Building or Project by other tenants, their
employees, customers, clients or other guests or visitors. Landlord may withhold
in its absolute and sole discretion, consent to any mortgage, hypothecation,
pledge or other encumbrance of any interest in this Lease by Tenant or any
subtenant, whereby this Lease or any interest therein becomes collateral for any
obligation of Tenant or any other person.

          (b)   In the event Tenant should desire to assign this Lease or sublet
the Premises or any part hereof, Tenant shall give Landlord written notice at
least forty five (45) days in advance of the date on which Tenant desires to
make such assignment or sublease, which notice shall specify, (i) the name and
business of the proposed assignee or sublessee, (ii) the amount and location of
the space affected, (iii) the proposed effective date and duration of the
subletting or assignment, and (iv) the proposed rental to be paid to Tenant by
such sublessee or assignee. Landlord shall then have a period of twenty (20)
days following receipt of such notice within which to notify Tenant in writing
that Landlord elects either (1) to terminate this Lease as to the space so
affected as of the date so specified by Tenant and reclaim that portion of the
Premises (in which event Landlord may enter into a lease with any such proposed
subtenant or assignee upon

                                       14

<PAGE>

the rent and terms agreed to by each subtenant or assignee or on such other
terms as may be agreed upon by Landlord and such subtenant or assignee) or, (2)
to permit Tenant to assign or sublet such space, in which event if the proposed
rental rate between Tenant and sublessee is greater than the rental rate of this
Lease, then such excess rental to be deemed additional rent owed by Tenant to
Landlord under this Lease, and the amount of such excess, including any
subsequent increases due to escalation or otherwise, to be paid by Tenant to
Landlord in the same manner that Tenant pays the rental hereunder and in
addition thereto, or (3) to withhold consent to Tenant's assignment or
subleasing such space and to continue this Lease in full force and effect as to
the entire Premises.

          (c)   Except as provided above, no assignment, subletting or other
transfer shall relieve Tenant of any liability under this Lease. Consent to any
such assignment, subletting or transfer shall not operate as a waiver of the
necessity for consent to any subsequent assignment, subletting or transfer. In
connection with each request for an assignment or subletting, Tenant shall pay
the reasonable cost of processing such assignment or subletting, including
attorneys fees, upon demand of Landlord. Tenant shall provide Landlord with
copies of all assignments, subleases and assumption instruments. If Tenant is a
corporation or partnership, any transfer of a controlling ownership interest in
Tenant or any transfer of this Lease by merger, consolidation or liquidation,
shall be deemed an assignment under this Section 19. Any assignee or subtenant
shall assume all of Tenant's obligations under this Lease and be jointly and
severally liable with Tenant hereunder.

     20.  LIENS AND INSOLVENCY.

          (a)   Liens. Tenant shall keep its interest in this Lease and any
Property of Tenant (other than unattached personal property) and the Premises,
and the Project free from any liens arising out of any work performed or
materials ordered or obligations incurred by or on behalf of Tenant and hereby
indemnifies and holds Landlord harmless from any liability from any such lien.
In the event any lien is filed against the Premises, the Project or any portion
thereof by any person claiming by, through or under Tenant, Tenant shall, upon
request of Landlord, at Tenant's expense, immediately either cause such lien to
be released of record or furnish to Landlord a bond in form and amount and
issued by a surety satisfactory to Landlord, indemnifying Landlord, and the
Project against all liability, costs and expenses, including attorneys fees,
which Landlord may incur as a result thereof. Provided that such bond has been
furnished to Landlord, Tenant, at its sole cost and expense and after written
notice to Landlord, may contest, by appropriate proceedings conducted in good
faith and with due diligence, any lien, encumbrance or charge against the
Premises arising from work done or materials provided to and for Tenant, if, and
only if, such proceedings suspend the collection thereof against Landlord,
Tenant and the Premises and neither the Premises, nor the Project, nor any part
thereof or interest therein is or will be in any danger of being sold, forfeited
or lost.

          (b)   Insolvency. If Tenant becomes insolvent or voluntarily or
involuntarily bankrupt, or if a receiver, assignee or other liquidating officer
is appointed for the business of tenant, Landlord at its option may terminate
this Lease and Tenant's right of possession under this Lease and in no event
shall this Lease or any rights or privileges hereunder be an asset of Tenant in
any bankruptcy, insolvency or reorganization proceeding.

                                       15

<PAGE>

     21.  DEFAULT.

          (a)   Default By Tenant. The occurrence of any one or more of the
following events shall constitute a material default and breach of this Lease by
Tenant: (i) the abandonment of the Premises by Tenant or the vacating of the
Premises for more than thirty (30) consecutive days; (ii) the failure by Tenant
to make any payment of Rent or any other payment required to be made by Tenant
hereunder, within five (5) business days of date due provided, however, if
Tenant makes any payment due hereunder after the due date, Tenant shall be in
default if, within twelve months of the overdue payment, Tenant fails to pay
Rent or any other payment due hereunder within five (5) days of the date due;
(iii) the failure by Tenant to observe or perform any of the other covenants,
conditions or provisions of the Lease, where such failure shall continue for a
period of twenty (20) days following written notice from Landlord; provided,
however, if more than twenty (20) days are reasonably required for its cure then
Tenant shall not be deemed to be in default if Tenant commences such cure within
said 20-day period and thereafter diligently prosecutes such cure to completion;
(iv) the making by Tenant of any general assignment or general arrangement for
the benefit of creditors other than in the normal course of business; (v) the
filing by or against Tenant of a petition to have Tenant adjudged bankrupt or a
petition for reorganization or arrangement under any law relating to bankruptcy
(unless, in the case of a petition filed against Tenant, the same is dismissed
within sixty (60) days); (vi) the appointment of a trustee or receiver to take
possession of substantially all of Tenant's assets located at the Premises or of
Tenant's interest in the Lease, where possession is not restored to Tenant
within thirty (30) days; or (vii) the attachment, execution or other judicial
seizure of substantially all of Tenant's assets located at the Premises or of
Tenant's interest in this Lease, where such seizure is not discharged within
thirty (30) days. The above notice periods may, at the election of Landlord, run
concurrently with any statutorily required notice periods.

          (b)   Remedies Cumulative; Injunction. All rights and remedies of
Landlord herein enumerated shall be cumulative, and none shall exclude any other
right or remedy allowed by law or in equity. In addition to the other remedies
in this Lease provided, Landlord shall be entitled to restrain by injunction the
violation or attempted violation of any of the covenants, agreements or
conditions of this Lease.

          (c)   Landlord's Remedies Upon Tenant Default. Upon an uncured default
of this Lease by Tenant, Landlord, besides other rights or remedies it may have,
at its option, may enter the Premises or any part thereof, either with or
without process of law, and expel, remove or put out Tenant or any other persons
who may be thereon, together with all personal property found therein. No such
reentry shall be construed as an election on Landlord's part to terminate this
Lease unless a written notice of such intention is given to Tenant. Landlord may
terminate this Lease, or it may from time to time, without terminating this
Lease and as agent of Tenant, relet the Premises or any part thereof for such
term or terms (which may be for a term less than or extending beyond the term
hereof) and at such rental or rentals and upon such other terms and conditions
as Landlord in its sole discretion may deem advisable, with the right to repair,
renovate, remodel, redecorate, alter and change the Premises, Tenant remaining
liable for any deficiency computed as hereinafter set forth. In the case of any
default, re-entry and/or dispossession, by summary proceedings or otherwise, all
Rent and Additional Rent shall become due thereupon and be paid up to the time
of such re-entry or dispossession, together with such expenses as Landlord may
reasonably incur for attorneys fees, advertising expenses, brokerage fees and/or
putting the Premises in good order or preparing the same for re-rental, together
with interest thereon as provided in Section 30(q) hereof, accruing from the
date of any such expenditure by Landlord.

                                       16

<PAGE>

     At the option of Landlord, rents received by Landlord from such reletting
shall be applied first to the payment of any indebtedness from Tenant to
Landlord other than Rent and Additional Rent due hereunder; second, to the
payment of any costs and expenses of such reletting and including, but not
limited to, attorneys fees, advertising fees and brokerage fees, and to the
payment of any repairs, renovations, remodeling, redecoration, alterations, and
changes in the Premises; third, to the payment of Rent and Additional Rent due
and to become due hereunder, and if after so applying said Rents there is any
deficiency in the Rent or Additional Rent to be paid by Tenant under this Lease,
Tenant shall pay any deficiency to Landlord monthly on the dates specified
herein and any payment made or suits brought to collect the amount of the
deficiency for any month shall not prejudice in any way the right of Landlord to
collect the deficiency for any subsequent month. The failure or refusal of
Landlord to relet the Premises or any part or parts thereof shall not release or
affect Tenant's liability hereunder, nor shall Landlord be liable for failure to
relet, or in the event of reletting, for failure to collect the Rent thereof,
and in no event shall Tenant be entitled to receive any excess of net Rents
collected over sums payable by Tenant to Landlord hereunder, however, Landlord
shall have the obligation to exert reasonable efforts to mitigate damages,
provided that Landlord shall not be required to relet the Premises prior to
leasing any other space owned by the Landlord, or its affiliates, within a one
mile radius. No such re-entry or taking possession of the Premises shall be
construed as an election on Landlord's part to terminate this Lease unless a
written notice of such intention be given to Tenant. Notwithstanding any such
reletting without termination, Landlord may at any time thereafter elect to
terminate this Lease for such previous breach and default. Should Landlord at
any time terminate this Lease by reason of any default, in addition to any other
remedy it may have, it may recover from Tenant the present value, using a ten
percent (10%) discount rate, of the amount of Rent and Additional Rent reserved
in this Lease for the balance of the Term, as it may have been extended, less
the amount that Tenant proves could be collected for the remainder of the Term,
plus all court costs and attorneys fees incurred by Landlord in the collection
of the same.

     Tenant acknowledges that certain benefits or concessions provided by
Landlord are conditioned upon Tenant's timely, full and faithful performance of
each and every obligation, covenant, representation and warranty of this Lease
throughout the entire term of this Lease, even though such benefits or
concessions may be realized by Tenant over less than the entire term of this
Lease. Accordingly; notwithstanding anything to the contrary contained herein,
in the event Landlord brings an action against Tenant for default under this
Lease which results in a termination of this Lease and eviction of Tenant,
Landlord shall become immediately entitled to receive from Tenant as Additional
Rent the amount of all such benefits and concessions allocable to the balance of
the Lease term on a pro rata basis, i.e. an amount equal to the product of (x)
the sum of (a) any amounts theretofore or thereafter paid by Landlord to Tenant
or to any third party, or any amounts credited to Tenant or to any third party,
for or on account of (i) any moving, tenant improvement, decorating or other
allowance or credit granted to Tenant but only to the extent such tenant
improvements are demolished for the next occupant of the premises, (ii) any real
estate commission paid on account of this Lease, and (iii) any expenses or costs
related to assumption by Landlord of any other lease, plus (b) an amount equal
to the difference between the rent as specified in Section 4 above and rent for
any period for which this Lease provides any lesser amount including zero or
nominal rent, including for any period of early occupancy of the Premises prior
to the commencement of the term of this Lease, plus (c) the amount spent by
Landlord for any tenant improvements to the Premises but only to the extent such
tenant improvements are demolished for the next occupant of the premises;
multiplied by (y) a fraction, the numerator of which is the number of days of
the term of this Lease remaining between the date of default and the expiration
of the term of this Lease, and the denominator of which is the

                                       17

<PAGE>

total number of days of the term of this Lease. By way of example, if Tenant
receives a moving allowance of $1,000, the Lease term is 3 years (1,095 days)
and a default occurs at the end of the first year such that there were 2 years
(730 days) remaining, the Tenant shall pay as additional rent the sum of
$666.67, which is computed as follows: ($1,000 x 730)/1,095 = $666.67.

          (d)   Waiver of Redemption Rights. Tenant, for itself, and on behalf
of any and all persons claiming through or under it, including creditors of all
kinds, does hereby waive and surrender all right and privilege which they or any
of them might have under or by reason of any present or future law, to redeem
the Premises or to have a continuance of this Lease for the term hereof, as it
may have been extended, after having been dispossessed or ejected therefrom by
process of law or under the terms of this Lease or after the termination of this
Lease as herein provided.

          (e)   Nonpayment of Additional Rent. All costs and expenses which
Tenant assumes or agrees to pay to Landlord pursuant to this Lease shall be
deemed Additional Rent and, in the event of nonpayment thereof, Landlord shall
have all the rights and remedies herein provided for in case of nonpayment of
Rent.

          (f)   Interest. All past due Rent shall bear interest at the rate of
15% per annum.

          (g)   Default by Landlord. If Landlord shall fail to perform any of
its obligations when and as due under this Lease, which failure continues for a
period of more than thirty (30) days after written notice from Tenant specifying
the default (or as to any default which requires more than thirty (30) days to
remedy, if such cure is not commenced promptly and pursued diligently or
continues beyond the time reasonably necessary therefor), Tenant may at its
option, upon prior written notice, incur any expenses reasonably necessary to
perform the obligation of Landlord specified in such notice. Upon demand and
submission of proof of payment by Tenant, Landlord shall pay Tenant an amount
equal to the amount reasonably expended by Tenant to cure such default of
Landlord.

     22.  PRIORITY.

          (a)   Subordination of Lease. This Lease shall be subordinate to any
mortgage or deed of trust now existing or hereafter placed upon the Premises or
the Project or any portion thereof containing the Premises, created by or at the
instance of Landlord, and to any and all advances to be made thereunder and to
interest thereon and all modifications, renewals and replacements or extensions
thereof ("Landlord's Mortgage") provided however, that the holder of any
Landlord's Mortgage or any person or persons purchasing or otherwise acquiring
the Premises, the Project or any portion thereof containing the Premises at any
sale or other proceeding under any Landlord's Mortgage may elect to continue
this Lease in full force and effect; and in such event, Tenant shall attorn to
such person or persons. Tenant shall properly execute, acknowledge and deliver
documents which the holder of any Landlord's Mortgage may require to effectuate
the provisions of this Section 22 within five (5) days after Landlord's request.
Not withstanding the above, Landlord shall use commercially reasonable efforts
to cause any holder of Landlord's Mortgage to enter into a Nondisturbance
Agreement with Tenant which shall provide in essence that upon any foreclosure
of any mortgage or deed of trust by such holder of Landlord's Mortgage, that
such holder will not disturb Tenant's rights pursuant to this Lease, so long as
Tenant is not in default pursuant to the provisions of this Lease

                                       18

<PAGE>

     23.  ESTOPPEL CERTIFICATES.

          (a)   Delivery of Estoppel. Tenant shall, from time to time, upon
written request of Landlord, execute, acknowledge and deliver to Landlord or its
designee a written statement stating: The date this Lease was executed and the
date it expires; the date the term commenced and the date Tenant accepted the
Premises; the amount of Basic Rent and the amount of Additional Rent currently
being paid towards increases in Operating Costs, and the date to which such Rent
has been paid; and certifying: (i) whether this Lease is in full force and
effect and has not been assigned or amended in any way (or specifying the date
and terms of agreement so affecting this Lease); (ii) whether this Lease
represents the entire agreement between the parties as to this leasing; that all
obligations under this Lease to be performed by the Landlord have been satisfied
or specifying those that have not been satisfied; (iii) whether on this date
there are no existing claims, defenses or offsets which the Tenant has against
the enforcement of this Lease by the Landlord; (iv) whether no Rent has been
paid more than one month in advance; and that no security has been deposited
with Landlord (or, if so, the amount thereof); and (v) such other items as
Landlord shall reasonably request. It is intended that any such statement
delivered pursuant to this Section may be relied upon by a prospective purchaser
of Landlord's interest or holder of any mortgage upon Landlord's interest in
the Building or the Project.

          (b)   Failure to Deliver Estoppel. If Tenant shall fail to respond
within ten (10) days of receipt by Tenant of a written request by Landlord as
herein provided, Tenant shall be deemed to have given such certificate as above
provided without modification and shall be deemed to have admitted the accuracy
of any information supplied by Landlord to a prospective purchaser or mortgagee
and to have certified that this Lease is in full force and effect, that there
are no uncured defaults in Landlord's performance, that the security deposit is
as stated in the Lease, and that not more than one month's Rent has been paid in
advance.

     24.  SURRENDER OF POSSESSION. Subject to the terms of Section 14
relating to damage and destruction, upon expiration of the term of this Lease,
whether by lapse of time or otherwise, Tenant shall promptly and peacefully
surrender the Premises to Landlord "broom-clean" and in as good condition as
when received by Tenant from Landlord or as thereafter improved, damage thereto
from causes beyond the reasonable control of Tenant, ordinary wear and tear and
damage by fire or casualty not intentionally caused by Tenant excepted. Tenant
shall remove all of its personal property and trade fixtures from the Premises
and the Project at the expiration of the term and repair any damage caused by
such removal; any property not so removed shall be deemed abandoned and may be
sold or otherwise disposed of as Landlord deems advisable.

     25.  NON-WAIVER. Waiver by Landlord of any term, covenant or condition
herein contained or any breach thereof shall not be deemed to be a waiver of
such term, covenant, or condition or of any subsequent breach of the same or any
other term, covenant, or condition herein contained. The subsequent acceptance
of Rent or Additional Rent hereunder by Landlord shall not be deemed to be a
waiver of any preceding breach by Tenant of any term, covenant or condition of
this Lease, other than the failure of Tenant to pay the particular Rent or
Additional Rent so accepted, regardless of Landlord's knowledge of such
preceding breach at the time of acceptance of such Rent or Additional Rent.

     26.  HOLDOVER. If Tenant remains in possession of the Premises or any part
thereof

                                       19

<PAGE>

after the expiration of the term of this Lease with the express written consent
of Landlord, such occupancy shall be a tenancy from month-to-month at a rental
in the amount equal to one and one-half (1-1/2) times the last monthly rental
plus all other charges payable under this Lease, and subject to all of the
terms, covenants and conditions of this Lease applicable to a month-to-month
tenancy. Tenant acknowledges and agrees that this Section 26 does not grant any
right to Tenant to holdover.

     27.  LANDLORD'S LIABILITY. Anything in this Lease to the contrary
notwithstanding, covenants, undertakings and agreements herein made on the part
of Landlord are made and intended not as personal covenants, undertakings and
agreements for the purpose of binding Landlord personally or the assets of
Landlord except Landlord's interest in the Premises and Building, but are made
and intended for the purpose of binding only the Landlord's interest in the
Premises and Building, as the same may from time to time be encumbered. No
personal liability or personal responsibility is assumed by, nor shall at any
time be asserted or enforceable against Landlord or its partners or their
respective heirs, legal representatives, successors or assigns on account of the
Lease or on account of any covenant, undertaking or agreement of Landlord in
this Lease contained.

     28.  TRANSFER OF LANDLORD'S INTEREST. In the event of any transfer of
Landlord's interest in the Premises or in the Building, the transferor shall be
automatically relieved of any and all obligations and liabilities on the part of
Landlord accruing from and after the date of such transfer and such transferee
shall have no obligation or liability with respect to any matter occurring or
arising prior to the date of such transfer. Tenant agrees to attorn to the
transferee.

     29.  RIGHT TO PERFORM. If Tenant shall fail to pay any sum of money
required to be paid by it hereunder or shall fail to perform any other act on
its part to be performed hereunder, and such failure shall continue for ten (10)
days after notice thereof by Landlord, Landlord may, but shall not be obligated
so to do, and without waiving or releasing Tenant from any obligations of
Tenant, make such payment or perform any such other act on Tenant's part to be
made or performed as provided in this Lease. Landlord shall have (in addition to
any other right or remedy of Landlord) the same rights and remedies in the event
of the nonpayment of sums due under this Section 29 as in the case of default by
Tenant in the payment of Rent.

     30.  GENERAL.

          (a)   Headings. Titles to Sections of this Lease are not a part of
this Lease and shall have no effect upon the construction or interpretation of
any part hereof.

          (b)   Heirs and Assigns. All of the covenants, agreements, terms and
conditions contained in this Lease shall inure to and be binding upon the
Landlord and Tenant and their respective heirs, executors, administrators,
successors and assigns.

          (c)   Authority. Each individual executing this Lease on behalf of
Tenant represents and warrants that he or she is duly authorized to execute and
deliver this Lease on behalf of Tenant, and that this Lease is binding upon
Tenant in accordance with its terms.

          (d)   No Brokers. Except as set forth in Section 1(r), Tenant
represents and warrants to Landlord that it has not engaged any broker, finder
or other person who would be

                                       20

<PAGE>

entitled to any commission or fees in respect of the negotiation, execution or
delivery of this Lease and shall indemnify and hold harmless Landlord against
any loss, cost, liability or expense incurred by Landlord as a result of any
claim asserted by any such broker, finder or other person on the basis of any
arrangements or agreements made or alleged to have been made by or on behalf of
Tenant.

          (e)   Entire Agreement. This Lease is the final and complete
expression of Landlord and Tenant relating in any manner to the leasing, use and
occupancy of the Premises, to Tenant's use of the Project or portions thereof,
and other matters set forth in this Lease. No prior agreements or understanding
pertaining to the same shall be valid or of any force or effect and the
covenants and agreements of this Lease shall not be altered, modified or added
to except in writing signed by both Landlord and Tenant.

          (f)   Severability. Any provision of this Lease which shall prove to
be invalid, void or illegal shall in no way affect, impair or invalidate any
other provision hereof and the remaining provisions hereof shall nevertheless
remain in full force and effect.

          (g)   Force Majeure. Except for the payment of Rent, Additional Rent
or other sums payable by Tenant to Landlord, time periods for Tenant's or
Landlord's performance under any provisions of this Lease shall be extended for
periods of time during which Tenant's or Landlord's performance is prevented due
to circumstances beyond Tenant's or Landlord's control, including without
limitation, strikes, unavailability or delay in obtaining fuel, labor or
materials, accidents, floods, defective materials, fire or other casualty,
adverse weather conditions, inability to obtain building or use and occupancy
certificates, embargoes, governmental regulations, acts of God, war or other
strife, or other causes similar or dissimilar.

          (h)   Notices. All notices under this Lease shall be in writing and
delivered in person or sent by registered or certified mail, postage prepaid, or
by a nationally recognized overnight carrier with confirmation of delivery, to
Landlord and to Tenant at the Addresses provided respectively in Section 1(e)
and 1(c) (provided that after the Commencement Date any such notice shall be
mailed or delivered by hand to Tenant at the Premises) and to the holder of any
mortgage or deed of trust at such place as such holder shall specify to Tenant
in writing; or such other addresses as may from time to time be designated by
any such party in writing. Notices mailed as aforesaid shall be deemed given on
the date of such mailing.

          (i)   Costs and Attorneys Fees. If Tenant or Landlord shall bring any
action for any relief against the other, declaratory or otherwise, arising out
of this Lease, including any suit by Landlord for the recovery of Rent,
Additional Rent or other payments hereunder or possession of the Premises each
party shall, and hereby does, to the extent permitted by law, waive trial by
jury and the losing party shall pay the prevailing party a reasonable sum for
attorneys fees in such suit, at trial and on appeal, and such attorneys fees
shall be deemed to have accrued on the commencement of such action.

          (j)   Governing Law. This Lease shall be governed by and construed in
accordance with the internal laws of the state of Oregon.

          (k)   Recording. Tenant shall not record this Lease or a memorandum
hereof without Landlord's prior written consent and such recordation shall, at
the option of Landlord,

                                       21

<PAGE>

constitute a non-curable default of Tenant hereunder.

          (l)   Waivers. No waiver by Landlord of any provision hereof shall be
deemed a waiver of any other provision hereof or of any subsequent breach by
Tenant of the same or any other provision. Landlord's consent to or approval of
any act shall not be deemed to render unnecessary the obtaining of Landlord's
consent to or approval of any subsequent act by Tenant. The acceptance of rent
hereunder by Landlord shall not be a waiver of any preceding breach at the time
of acceptance of such rent.

          (m)   Time of Essence. Time is of the essence for the performance of
all of the obligations specified hereunder.

          (n)   Merger. The voluntary or other surrender of this Lease by
Tenant, or a mutual cancellation thereof, shall not work a merger and shall, at
the option of Landlord, terminate all or any existing subtenancies or may, at
the option of Landlord, operate as an assignment to Landlord of any or all of
such subtenancies.

          (o)   Right to Change Public Spaces. Landlord shall have the right at
any time, without thereby creating an actual or constructive eviction or
incurring any liability to Tenant therefor, to change the arrangement or
location of such of the following as are not contained within the Premises or
any part thereof: entrances, passageways, doors and doorways, corridors, stairs,
toilets and other like public service portions of the Building. Nevertheless, in
no event shall Landlord diminish any service, change the arrangement or location
of the elevators serving the Premises, make any change which shall diminish the
area of the Premises, or make any change which shall change the character of the
Building from that of a first-class office building. Landlord shall not allow
the tenant in the Premises directly above Tenant's Premises to install any
additional wiring, cabling or other equipment in the space above the ceiling of
the Premises. However, nothing contained herein shall prohibit Landlord, its
agents or licensees from performing or allowing the performance of maintenance
and repair work on existing wiring or other equipment or the installation by
Landlord or third parties of wires or cables or other equipment in risers,
vertical and horizontal shafts, rooftop space and raceways, provided that
Landlord shall endeavor to minimize disruption of Tenant's operations caused by
any such installation, maintenance and/or repair of such wiring, cabling and
equipment.

          (p)   Name. The Building and the Project will be known by such name as
Landlord may designate from time to time. Landlord reserves the right to name
and re-name the Building and/or the Project from time to time and to install
signs accordingly, without compensation or prior notice to Tenant.

          (q)   Overdue Payments. Any Rent, Additional Rent or other sums
payable by Tenant to Landlord under this Lease which shall not be paid when due
thereof, shall bear interest at a rate equal to fifteen percent(15%), calculated
from the original due date thereof to the date of payment. Any late payment of
Rent (i.e. Not paid within five (5) days when due) shall also be subject to a
collection fee equal to the greater of $100.00 or five percent (5%) of the
amount due.

          (r)   Intentionally Omitted.

          (s)   Advertising. Tenant shall not inscribe any inscription, or post,
place or in

                                       22

<PAGE>

any manner display any sign, notice, picture, placard or poster, or any
advertising matter whatsoever in or about the Premises or the Building or the
Project at places visible (either directly or indirectly as an outline or shadow
on a glass pane) from anywhere outside the Premises without first obtaining
Landlord's written consent thereto. Any such consent by Landlord shall be upon
the understanding and condition that Tenant will remove the same at the
expiration or sooner termination of this Lease and Tenant shall repair any
damage to the Premises, the Building or the Project caused thereby.

          (t)   Parking. Parking shall at all times be governed by reasonable
rules and regulations as set forth in Exhibit D, which shall be published from
time to time by Landlord. Parking may be on a reserved stall and/or undesignated
stall--"window sticker" basis, and may be self-service and/or attendant service,
as determined from time to time by Landlord. Tenant shall have the right to use
that number of parking stalls as set forth in Section 1(q). Tenant shall pay for
reserved parking at Landlord's scheduled rates for such parking, as they may
change from time to time.

          (u)   Execution of Lease by Landlord. The submission of this document
for examination and negotiation does not constitute an offer to lease, or a
reservation of, or option for the Premises, and this document shall become
effective and binding only upon execution and delivery by Landlord. No act or
omission of any employee or agent of Landlord or of Landlord's broker shall
alter, change or modify any of the provisions hereof.

     31.  LANDLORD'S COVENANTS.

          (a)   Quiet Enjoyment. Tenant shall have the right to the peaceable
and quiet use and enjoyment of the Premises, subject to the provisions of this
Lease, so long as Tenant is not in default hereunder.

          (b)   Hazardous Waste or Materials. Landlord represents to Tenant that
to the best of Landlord's actual knowledge no hazardous waste or materials have
been generated, stored or disposed of by Landlord on the land or in or on the
Building, other than in compliance with applicable laws.

          (c)   Rentable Square Feet. The rentable square feet in the Building
and the Project shall be measured in accordance with the Standard Method for
Measuring Floor Area in Office Buildings published by Building Owners and
Managers Association International and approved June 7, 1996 by American
National Standards Institute, Inc. as ANSI/BOMA Z65.1-1996.

     IN WITNESS WHEREOF this Lease has been executed the day and year first
above set forth.

                          LANDLORD:

                          KRUSE WAY OFFICE ASSOCIATES LIMITED
                          PARTNERSHIP, an Oregon Limited Partnership
                          By: Langly/Kruse One, LLC, its General Partner

                                       23

<PAGE>

                          By  /s/ P. L. Sligh, Jr.
                             ----------------------------
                               P. L. Sligh, Jr. - Member

                          TENANT:

                          VIDEOTELE.COM

                          By  /s/ Douglas C. Shafer
                             ----------------------------
                          Its  President And CEO

                                       24

<PAGE>

                LANDLORD ACKNOWLEDGMENT

                STATE OF  WA     )
                            ) ss.
                COUNTY OF King   )

     I certify that I know or have satisfactory evidence that P. L. Sligh, Jr.
is the person who appeared before me, and said person acknowledged that said
person signed this instrument, on oath stated that said person was authorized to
execute the instrument and acknowledged it as a managing member of Kruse Way
Office Associates Limited Partnership, an Oregon limited partnership, to be the
free and voluntary act of such limited partnership for the uses and purposes
mentioned in the instrument.

     Dated this 28th day of April, 2000.

     [NOTARY SEAL]                          /s/ Phyllis Y. Pack
                                            ------------------------------------
                                                   Notary Public in and for the
                                            State of WA, residing
                                            at 3527 289th ave, Redmond

                                            My appointment expires 1-29-03

                TENANT CORPORATE  ACKNOWLEDGMENT

                STATE OF OREGON  )
                           )  ss.
                COUNTY OF Washington

     I certify that I know or have satisfactory evidence that is the person who
appeared before me, and said person acknowledged that he/she signed this
instrument, on oath stated that they were authorized to execute the instrument
and acknowledged it as the Pres. & CEO of VideoTele.com, a OREGON corporation,
to be the free and voluntary act of such corporation for the uses and purposes
mentioned in the instrument.

     Dated this 21st day of the April, 2000.

     [NOTARY SEAL]                          /s/ Janet M. Bell
                                            ------------------------------------
                                                   Notary Public in and for the
                                            state of OR, residing
                                            at Washington Co

                                            My appointment expires  7/11/2001

                                       25

<PAGE>

                                    EXHIBIT A

                            LEGAL DESCRIPTION OF LAND

          A portion of the real property described as follows:

          PARCEL I:
          Part of Tract 10, BONITA MEADOWS, in the County of Clackamas and State
of Oregon, described as follows:

          Beginning at a point on the North line of said Lot 10, which is North
89[ ]44' West 67 feet from the Northeast corner thereof; thence North 89DEG.44'
West, along said North line, 160 feet to the Northeast corner of that tract
described in Deed to Barbara S. Bliven, recorded September 9, 1975 as Fee No. 75
25667, Film Records; thence South 0DEG.16' West, along the Easterly line of
said Bliven Tract, 215 feet; thence South 89DEG.44' East 40 feet; thence
North easterly 248.24 feet, more or less, to the point of beginning.

          EXCEPTING THEREFROM that portion conveyed to Clackamas County by Deed
recorded May 14, 1982 as Fee No. 82 13469.

          PARCEL II:
          Part of Tract 10, BONITA MEADOWS, in the County of Clackamas and State
of Oregon, described as follows:

          Beginning at a point on the North line of said Tract 10, which is
North 89DEG.44' West 227 feet from the Northeast corner thereof; thence North
89DEG.44' West along said North line 190 feet to the Northeast corner of that
tract described in Deed to Leland F. Miller, et ux, recorded July 5, 1967 in
Book 692, page 931, Deed Records; thence Southerly, along the Easterly line of
said Miller Tract, 535 feet, more or less, to the Southeast corner thereof,
being a point on the Southerly line of said Tract 10; thence South 74DEG.13'
East, along said Southerly line, 57.2 feet to an angle corner therein; thence
North 89DEG.26' East, along said Southerly line, 135 feet, more or less, to the
Southwesterly corner of that tract described as Parcel 2 in Deed to Richard B.
Smith, et ux, recorded September 9, 1975 as Fee No. 75 25666, Film Records;
thence North 0DEG.16' East, along the Westerly line of said Smith Tract and the
Northerly extension thereof, being the Easterly line of that tract described in
Deed to Barbara S. Bliven, recorded September 9, 1976 as Fee No. 76-25667, Film
Records, 546 feet, more or less, to the point of beginning.

          EXCEPTING THEREFROM that portion thereof conveyed to Clackamas County
by Deed recorded May 14, 1982 as Fee No. 82 13470.

          PARCEL III:
          The West 150.0 feet of Tract 10, BONITA MEADOWS, in the County of
Clackamas and State of Oregon, said 150.0 feet to be cut off by a line drawn
parallel with and 150.0 feet Easterly of the West line, when measured along the
North line of said Tract 10.

          EXCEPTING THEREFROM that portion conveyed to the County of Clackamas
by Deed recorded May 14, 1982 as Fee No. 82 13471.

<PAGE>

          PARCEL IV:
          Part of Tract 11, BONITA MEADOWS, in the County of Clackamas and State
of Oregon, described as follows:

          Beginning at the intersection of the East line of said Tract 11 with
the South line of Meadows Road; thence West, along said South line, 150 feet to
a point; thence South, parallel with the East line of said Tract 11, to a point
in the South line thereof; thence East, along the South line of said Tract 11, a
distance of 150 feet to the Southeast corner thereof; thence North, along the
East line thereof, a distance of 498.13 feet to the point of beginning.

          EXCEPTING THEREFROM that portion conveyed to the County of Clackamas
by Deed recorded May 14, 1982 as Fee No. 82 13472.

          PARCEL V:
          Parcel 2, PARTITION PLAT NO. 1996-77, in the County of Clackamas and
State of Oregon.

          A tract of land situated in the Northwest one-quarter of Section 7,
Township 2 South, Range 1 East of the Willamette Meridian, Clackamas County,
Oregon, being a portion of Parcel 1 of "Partition Plat No. 1996-77", being more
particularly described as follows:

          Beginning at the southeast corner of said Parcel 1, which bears
N 74[ ]33'21" W 46.95 feet from the Initial Point of said "Partition Plat No.
1996-77"; thence N 00[ ]34'23" E along the easterly line of said Parcel 1 a
distance of 294.40 feet; thence N 89[ ]25'37" W 60.00 feet; thence S 00[ ]34'23"
W parallel with said easterly line of Parcel 1 a distance of 278.47 feet to the
southerly line of said Parcel 1; thence S 74[ ]33'21" E along said southerly
line, 62.08 feet to the Point of Beginning.

          Containing 17,186 square feet.

     Upon completion of a lot line adjustment establishing such portion of the
real property as a legal lot, Landlord and Tenant will attach a legal
description of such portion to the Lease as the description of the Land.

<PAGE>

                                   EXHIBIT 'B'

                                   SPACE PLAN

[DIAGRAM OF SPACE]

<PAGE>

                                    EXHIBIT C

                                 WORK AGREEMENT

     The undersigned, as Landlord and Tenant, respectively, are executing
simultaneously with this Work Agreement a written Lease covering premises as
described in the Lease on the second floor of the 6000 Meadows Building, Lake
Oswego, Oregon, and hereby attach this Work Agreement and Schedule 1 hereto to
such Lease as Exhibit C thereto.

     In consideration of the mutual covenants hereinafter contained, Landlord
and Tenant mutually agree as follows:

1.   Tenant's Plans and Specifications. Landlord and Tenant hereby approve the
     preliminary plan for Videotele.com prepared by Ankrom Moisan Associated
     Architects dated 4-17-2000 and identified as sheet A.1. Landlord shall
     through its architects furnish final plans (the "Final Plans") consistent
     with such preliminary plan.

2.   Work at Landlord's Cost and Expense. Landlord will furnish and install all
     of the work indicated on the Final Plans subject to the terms of Section 10
     of the Lease. Notwithstanding any provisions herein to the contrary, Tenant
     shall reimburse Landlord within thirty (30) days after billing for (and
     the tenant improvement allowance under Section 10 shall not apply to) costs
     of this Work Agreement in excess of $24.50 per useable square foot.

3.   Change Orders. Tenant may require changes to the Final Plans. All changes
     will be subject to Landlord's prior written approval. Prior to commencing
     any change, Landlord will prepare and deliver to Tenant, for Tenant's
     approval, a change order setting forth the total cost of such change with
     associated architectural, engineering, construction, contractor's costs and
     fees, completion schedule changes and the cost of Landlord's overhead. If
     Tenant fails to approve such change order within five (5) days, Tenant
     will have been deemed to have withdrawn the proposed change and Landlord
     will not proceed to perform the change. Upon Landlord's receipt of Tenant's
     approval, Landlord will proceed with the change. Tenant agrees to pay
     Landlord promptly upon being billed therefor the cost to Landlord of such
     change. Such bills may be tendered during the progress and performance of
     the work and the furnishing and installation of the materials to which such
     bills relate.

<PAGE>

4.   Completion and Commencement Date. When Landlord's architect has furnished
     Landlord with a certificate that the work to be done pursuant to paragraph
     2 and 3 above has been substantially completed and Landlord has obtained a
     temporary certificate of occupancy or other governmental authorization
     permitting lawful occupancy of the Premises, the Premises will be deemed
     completed and possession thereof delivered to Tenant for all purposes of
     the Lease, including, without limitation, Section 2, hereof. If Landlord
     shall be delayed in substantially completing such work as a result of
     Tenant change orders, Tenant's request for long lead time materials or
     Tenant's failure to fulfill any obligation pursuant to the terms of this
     Lease or any exhibit thereto, then the Commencement Date and Tenant's
     obligation to pay rent shall be accelerated by the number of days of such
     delay as set forth in paragraph 3 of the Lease.

     IN WITNESS WHEREOF, the parties have executed this Work Agreement as of the
date first above written.

                                            LANDLORD:

                                               /s/ P. L. Sligh, Jr.
                                            ------------------------------------

                                            TENANT:

                                               /s/ Douglas C. Shafer
                                            ------------------------------------