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                                                                   Exhibit 10.10

                                                         Basic Lease Information

               Lease Date:              April 17, 2000

               Landlord:                RIGGS & COMPANY, a division of
                                        Riggs Bank N.A., as trustee of the
                                        Multi-Employer Property Trust, a
                                        trust organized under 12 C.F.R.
                                        Section 9.18

               Address of Landlord:     c/o Trammell Crow Company
                                        8625 SW Cascade Avenue, Suite 500
                                        Portland, Oregon  97008

               Tenant:                  HOMEGROCER.COM, INC., a
                                        Washington corporation

               Premises:                19801 SW 95th Place,
                                        Tualatin, Oregon  97062



Paragraph 1    "Premises" shall mean the approximately 21,447 square feet in
               Building E of approximately 65,775 square feet (computed from
               measurements to the exterior of outside walls of the building and
               to the center of interior walls), such Premises being shown and
               outlined on the plan attached hereto and incorporated herein by
               this reference as Exhibit A, and being part of the real property
               described in Exhibit B attached hereto and incorporated herein by
               this reference. The Tenant shall vacate approximately 8,034
               square feet of the Premises no later than, and the Premises shall
               be automatically deemed reduced to 13,443 square feet as of, June
               1, 2000 as more particularly described and outlined in red in
               Exhibit A-1 attached hereto and incorporated herein by this
               reference

Paragraph 1    Lease Term: Commencing on the "Commencement Date" as hereinafter
               defined and ending 5 months thereafter except that in the event
               the Commencement Date is a date other than the first day of a
               calendar month, such term shall extend for said number of months
               in addition to the remainder of the calendar month following the
               Commencement Date.

 Paragraph 1   Scheduled Term Commencement Date: May 1, 2000

 Paragraph 2   Monthly Base Rent:



               May 1, 2000 - May 31, 2000                             $13,188.00



               June 1, 2000 - September 30, 2000                      $ 8,970.00

Paragraph 2B   Security Deposit:                         $8,970.00

Paragraph 4A   Tenant's Initial Monthly Escrow
               Payment for Taxes, Assessments
               and Other Charges:


               May 1, 2000 - May 31, 2000                              $1,829.00

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               June 1, 2000 - September 30, 2000                       $1,147.00

Paragraph 7    Tenant's Initial Monthly Common Area Maintenance
               Charge:


               May 1, 2000 - May 31, 2000                              $1,036.00


               June 1, 2000 - September 30, 2000                         $649.00

Paragraph 13B  Tenant's Initial Monthly Insurance Escrow Payment:


               May 1, 2000 - May 31, 2000                                 $73.00


               June 1, 2000 - September 30, 2000                          $46.00

               Tenant's Initial Monthly Payment Total:                $16,126.00

               The foregoing Basic Lease Information is hereby incorporated into
               and made a part of this Lease. Each reference in this Lease to
               any of the Basic Lease Information shall mean the respective
               information herein above set forth and shall be construed to
               incorporate all of the terms provided under the particular Lease
               paragraph pertaining to such Basic Lease Information. In the
               event of any conflict between any Basic Lease Information and
               this Lease, the former shall control.

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                                LEASE AGREEMENT

THIS LEASE AGREEMENT, made and entered into by and between RIGGS & COMPANY, a
                                                           ------------------
division of RIGGS BANK N.A., as trustee of the Multi-Employer Property Trust, a
-------------------------------------------------------------------------------
trust organized under 12 C.F.R. Section 9.18 hereinafter referred to as
--------------------------------------------
"Landlord", and HOMEGROCER.COM, INC., a Washington Corporation, hereinafter
                ----------------------------------------------
referred to as "Tenant";



                                  WITNESSETH

1.   PREMISES AND TERM.

     A. In consideration of the obligation of Tenant to pay rent as herein
     provided, and in consideration of the other terms, provisions and covenants
     hereof, Landlord hereby demises and leases to Tenant, and Tenant hereby
     takes and leases from Landlord those certain Premises as outlined on
     Exhibit "A" attached hereto and incorporated herein by this reference
     (hereinafter referred to as the "Premises"), together with all rights,
     privileges, easements, appurtenances, and amenities belonging to or in any
     way appertaining to the Premises and together with the buildings,
     sidewalks, curbs, driveways, and other improvements situated or to be
     situated upon land described in Exhibit B attached hereto and incorporated
     herein by this reference (the "Project").

     B. TO HAVE AND TO HOLD the same for a term commencing on the "Commencement
     Date", as hereinafter defined, and ending thereafter as specified in the
     Basic Lease Information (the "Lease Term"); provided, however, that, in the
     event the "Commencement Date" is a date other than the first day of a
     calendar month, such term shall extend for the number of months in addition
     to the remainder of the calendar month following the "Commencement Date".

     C. The "Commencement Date" shall be the earlier of: (i) the Scheduled Term
     Commencement Date shown in the Basic Lease Information, or (ii) the date
     upon which the Premises shall have been substantially completed in
     accordance with the plans and specifications described in Exhibit "C"
     attached hereto and incorporated herein by this reference. If the Premises
     shall not have been substantially completed by the Scheduled Term
     Commencement Date and the delay in substantially completing the Premises is
     not caused in whole or in part by any act or omission of Tenant, or
     Tenant's agents, employees, contractors or subcontractors, Tenant's
     obligations to pay rent under this Lease shall commence on the date the
     Premises are substantially completed. In no event shall Landlord be liable
     to Tenant for any loss or damage resulting from any delay for any reason
     whatsoever in the substantial completion of the Premises. Landlord shall
     notify Tenant in writing as soon as Landlord deems the Premises to be
     substantially completed and ready for occupancy. If Tenant believes that
     the Premises have not in fact been substantially completed, Tenant shall
     notify Landlord in writing of Tenant's objections within three (3) days of
     Landlord's notice to Tenant that the Premises are substantially complete.
     Landlord shall have a reasonable time after delivery of such notice in
     which to take such corrective action as Landlord, in its sole discretion,
     seems appropriate, and shall notify Tenant in writing as soon as Landlord
     deems that such corrective action has been completed so that the Premises
     are substantially completed and ready for occupancy. In the event of any
     dispute as to the substantial completion of work required to be performed
     by Landlord, the certificate of Landlord's architect or general contractor
     shall be conclusive. The taking of possession by Tenant of any portion of
     the Premises for any reason shall be deemed conclusively to establish that
     the Premises have been substantially completed in accordance with the plans
     and specifications and that the Premises are in good and satisfactory
     condition as of when possession was so taken. Tenant acknowledges that no
     representations as to the condition or repair of the Premises have been
     made by Landlord, unless such are expressly set forth in this Lease. After
     the Commencement Date, Tenant shall, upon demand, execute and deliver to
     Landlord a letter of acceptance of delivery of the Premises, specifying the
     Commencement Date.

2.   BASE RENT AND SECURITY DEPOSIT:

     A. Tenant agrees to pay to Landlord Monthly Base Rent for the Premises, in
     advance, without demand, deduction, or set off, for the entire Lease Term
     at the rate specified in the Basic Lease Information, payable in monthly
     installments. The first monthly installment shall be due and payable on the
     date hereof and thereafter monthly installments of Monthly Base Rent shall
     be due and payable on the first day of each calendar month succeeding the
     Commencement Date during the Lease Term, except that the payment of Monthly
     Base Rent for any fractional calendar month at the commencement or end of
     this Lease shall be prorated on the basis of a 30-day month.

     B. In addition, Tenant agrees to deposit with Landlord on the date hereof a
     security deposit in the amount specified in the Basic Lease Information,
     which sum shall be held by Landlord, without obligation for interest, as
     security for the performance of Tenant's covenants and obligations under
     this Lease, it being expressly understood and agreed that such deposit is
     not an advance rental deposit, not the last month's rent and not a measure
     of Landlord's damages in the event of Tenant's default. Upon the occurrence
     of any default by Tenant under this Lease, Landlord may, from time to time,
     without prejudice to any other remedy provided herein or provided by law,
     use such deposit to the extent necessary to make good any arrears of rent
     or other payment due Landlord hereunder, and any other damage, injury,

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<PAGE>

     expense or liability caused by such event of default; or to perform any
     obligation required of Tenant under this Lease; and Tenant shall pay to
     Landlord on demand the amount so applied in order to restore the security
     deposit to its original amount. Although the security deposit shall be
     deemed the property of Landlord, any remaining balance of such deposit
     shall be returned by Landlord to Tenant within thirty (30) days of the date
     following the termination of this Lease that all of Tenant's obligations
     under this Lease have been fulfilled. Tenant may not mortgage, assign,
     transfer or encumber the Security Deposit and any such act on the part of
     Tenant shall be without force or effect. In the event any bankruptcy,
     insolvency, reorganization or other creditor-debtor proceedings shall be
     instituted by or against Tenant, the Security Deposit shall be deemed to be
     applied first to the payment of Monthly Base Rent, Additional Rent and all
     other sums payable under this Lease to Landlord for all periods prior to
     the institution of such proceedings and the balance, if any, may be
     retained by Landlord and applied against Landlord's damages.

3.   USE. The Premises shall be used only for general office, storage and
     distribution of grocery and related products and for no other purpose
     whatsoever without Landlord's prior written consent. Outside storage,
     including, without limitation, trucks and other vehicles, is prohibited
     without Landlord's prior written consent. Tenant shall at its own cost and
     expense obtain and maintain any and all licenses, permits, and other
     approval necessary or appropriate for its use, occupation or operation of
     the Premises. Tenant's inability to obtain or maintain any such license,
     permit or approval necessary or appropriate for its use, occupation or
     operation of the Premises shall not relieve it of its obligations under
     this Lease, including the obligation to pay Base Rent and additional rent.
     Tenant shall comply with all governmental laws, ordinances, rules and
     regulations applicable to the use and condition of the Premises, and shall
     promptly comply with all governmental orders and directives including, but
     not limited to, those regarding the correction, prevention and abatement of
     nuisances in or upon, or connected with, the Premises, all at Tenant's sole
     expense. Without limiting the generality of the foregoing, Tenant shall
     comply with the requirements of the Americans with Disabilities Act and all
     other laws, regulations, orders, codes, ordinances and governmental laws
     pertaining to the Premises and Tenant's use thereof at Tenant's sole cost
     and expense. Tenant shall not commit or allow to be committed or exist: (a)
     any waste upon the Premises, (b) any public or private nuisance, (c) any
     objectionable or unpleasant odors, smoke, dust, gas, noise or vibrations to
     emanate from the Premises, or (d) any act or condition which disturbs the
     quiet enjoyment of any other tenant in the Building, violates any of
     Landlord's contracts affecting any or all of the land or Building, creates
     or contributes to any work stoppage, strike, picketing, labor disruption or
     dispute, interferes in any way with the business of Landlord or any other
     tenant in the Building or with the rights or privileges of any contractors,
     subcontractors, licensees, agents, concessionaires, subtenants, servants,
     employees, customers, guests, invitees or visitors or any other persons
     lawfully in and upon the land or Building, or causes any impairment or
     reduction of the good will or reputation of the land or Building. In
     addition to any other remedies Landlord may have for a breach by Tenant of
     the terms of this Paragraph 3, Landlord shall have the right to have Tenant
     evicted from the Premises. Without Landlord's prior written consent, Tenant
     shall not receive, store or otherwise handle any product, material or
     merchandise which is explosive, highly inflammable, hazardous or a
     pollutant. Tenant will not permit the Premises to be used for any purpose
     or in any manner (including, without limitation, any method of storage)
     which would render the insurance thereon void or the insurance risk more
     hazardous or cause the State Board of Insurance or other insurance
     authority to disallow any sprinkler credits. In the event Tenant's use of
     Premises shall result in an increase in insurance premiums, Tenant shall be
     solely responsible for such increase.

4.   TAXES AND OTHER CHARGES.

     A. Tenant agrees to pay its proportionate share of any and all real and
     personal property taxes, regular and special assessments (including, but
     not limited to, local improvement district assessments to finance the costs
     of streets, sewers, traffic lights and other utilities), license fees and
     other charges of any kind and nature whatsoever, payable as a result of any
     public or quasi-public authority, private party, or owner's association
     levy, assessment or imposition against, or arising out of Landlord's
     ownership of or interest in, the Project, together with the building and
     the grounds, parking areas, driveways, roads, and alleys around the
     building in which the Premises are located, or any part thereof
     (hereinafter collectively referred to as the "Charges"). During each month
     of the Lease Term, Tenant shall make a monthly escrow deposit with Landlord
     (the "Escrow Payment") equal to 1/12 of its proportionate share of the
     Charges which Landlord estimates will be due and payable for that
     particular calendar year. Tenant authorizes Landlord to use the funds
     deposited by Tenant with Landlord under this Paragraph 4 to pay the
     Charges. Each Escrow Payment shall be due and payable, as additional rent,
     at the same time and in the same manner as the payment of Monthly Base Rent
     as provided herein. The amount of the initial monthly Escrow Payment will
     be specified in the Basic Lease Information. The initial Escrow Payment is
     based upon Tenant's proportionate share of the estimated Charges for the
     year in question, and the monthly Escrow Payment is subject to increase or
     decrease as determined by Landlord to reflect an accurate escrow of
     Tenant's estimated proportionate share of the Charges. The Escrow Payment
     account of Tenant shall be reconciled annually. If the Tenant's total
     Escrow Payments are less than Tenant's actual proportionate share of the
     Charges, Tenant shall pay to Landlord upon demand the difference; if the
     Tenant's total Escrow Payments are more than Tenant's actual proportionate
     share of the Charges, Landlord shall retain such excess and credit it to
     Tenant's Escrow Payment account for the successive year's Charges. Tenant's
     proportionate share of the Charges shall be computed by multiplying the
     Charges by a fraction, the numerator of which shall be the number of gross
     leasable square feet of floor space in the Premises and the denominator of
     which shall be the total applicable gross leasable square footage or such
     other equitable apportionment as Landlord may adopt.

     B. If Tenant should fail to pay any Escrow Payments, taxes, assessments,
     licensee fees or other charges required to be paid by Tenant hereunder, in
     addition to any other remedies provided herein, Landlord may, if it so
     elects, pay such Escrow Payments or taxes, assessments, license fees and
     other charges. Any sums so paid by Landlord shall be deemed to be
     additional rental owing by Tenant to

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     Landlord and due and payable upon demand as additional rental together with
     interest at the rate of eighteen percent (18%) per annum from the date of
     payment by Landlord until repaid by Tenant.

     C.   (1) If at any time during the Lease Term, the present method of
     taxation shall be changed so that in lieu of the whole or any part of any
     taxes, assessments, fees or charges levied, assessed or imposed on real
     estate and the improvements thereon, there shall be levied, assessed or
     imposed on Landlord a capital levy or other tax directly on the rents
     received therefrom and/or a franchise tax, assessment, levy or charge
     measured by or based, in whole or in part, upon such rents or the present
     or any future building or buildings, then all such taxes, assessments, fees
     or charges, or the part thereof so measured or based, shall be deemed to be
     included within the term "Charges" for the purposes of this Lease.

          (2) Tenant may, at its sole cost and expense, in its own name, dispute
     and contest any Charges by appropriate proceedings diligently conducted in
     good faith, but only after Tenant in such contest has deposited with
     Landlord the amount so contested and unpaid, which shall be held by
     Landlord without obligation for interest until the termination of the
     proceedings, at which time the amount(s) deposited shall be applied by
     Landlord toward the payment of the items held valid (plus any court costs,
     interest, penalties and other liabilities associated with the proceedings),
     and Tenant's share of any excess shall be returned to Tenant. Tenant
     further agrees to pay to Landlord upon demand all court costs, interest,
     penalties and other liabilities relating to such proceedings. Tenant agrees
     to indemnity, protect, defend and hold harmless the Indemnified Parties (as
     defined below) from and against any claims, liabilities, costs, damages or
     expenses (including attorneys' fees) in connection with any such
     proceedings.

          (3) Any payment to be made pursuant to this Paragraph 4 with respect
     to the calendar year in which this Lease commences or terminates shall bear
     the same ratio to the payment which would be required to be made for the
     full calendar year as that part of such calendar year covered by the Lease
     Term bears to a full calendar year.

     D.   Tenant shall be liable for all taxes levied against personal property
     and trade fixtures placed by Tenant in the Premises. If any such taxes are
     levied against Landlord or Landlord's property and if Landlord elects to
     pay the same or if the assessed value of Landlord's property is increased
     by inclusion of personal property and trade fixtures placed by Tenant in
     the Premises and Landlord elects to pay the taxes based on such increase,
     Tenant shall pay to Landlord upon demand that part of such taxes for which
     Tenant is primarily liable hereunder.

5.   TENANT'S MAINTENANCE.

     A.   Tenant shall at its own cost and expense keep and maintain all parts
     of the Premises (except those for which Landlord is expressly responsible
     under the terms of this Lease) in good condition, promptly making all
     necessary or prudent repairs and replacements, including, but not limited
     to, windows, glass and plate glass, doors, any special office entry,
     interior walls and finish work, floor and floor covering, downspouts,
     gutters, heating and air conditioning systems, dock boards, truck doors,
     dock bumpers, paving, and plumbing work and fixtures. Tenant shall also
     perform termite and pest extermination, regularly remove trash and debris,
     keep the parking areas, driveways, alleys and the whole of the Premises in
     a clean and sanitary condition, replace light fixtures and bulbs and, in
     all other respects, maintain the Premises in good working order and
     condition. Tenant shall repair all wind damage to glass.

     B.   Tenant shall not damage any wall or disturb the integrity and support
     provided by any wall and shall, at its sole cost and expense, promptly
     repair any damage or injury to any wall caused by Tenant or its employees,
     agents, licensees or invitees.

     C.   Tenant and its employees, agents, licensees and invitees shall have
     the right to use the parking areas, if any, as may be designated by
     Landlord in writing, subject to such reasonable rules and regulations as
     Landlord may from time to time prescribe and subject to rights of ingress
     and egress of other tenants. Landlord shall not be responsible for
     enforcing any exclusive parking rights granted to against any third
     parties. If Tenant can be clearly identified as being responsible for
     obstructions or stoppage of a common sanitary sewage line, then Tenant
     shall pay the cost of repairing such sewage line, upon demand as additional
     rent.

     D.   Tenant shall, at its own cost and expense, enter into a regularly
     scheduled preventive maintenance/service contract with a maintenance
     contractor for servicing all heating and air conditioning systems and
     equipment within the Premises.

     E.   If Tenant fails to maintain or repair the Premises in accordance with
     this paragraph, then Landlord may, but shall not be required to, enter the
     Premises upon two (2) business days prior written notice to Tenant (or
     immediately without any notice in the case of an emergency) to perform such
     maintenance or repair at Tenant's sole cost and expense. Tenant shall pay
     to Landlord the cost of such maintenance or repair plus a fifteen percent
     (15%) administration fee within ten (10) business days of written demand
     from Landlord.

6.   LANDLORD'S REPAIRS. After written notice from Tenant, Landlord shall use
     commercially reasonable efforts to make such repairs to the roof, exterior
     walls and foundations as Landlord deems necessary, and Tenant shall pay its
     proportionate share of the costs of such repairs as provided in Paragraph
     7. Tenant shall repair and pay for any damage to such items to be
     maintained by Landlord caused by any act, omission or negligence of Tenant,
     or Tenant's employees, agents, licensees or invitees, or caused by Tenant's
     default hereunder. The term "walls" as used herein shall not include
     windows, glass or plate glass, doors, special store fronts or office
     entries. Tenant shall immediately give Landlord written notice

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     of any defect or any need for repairs, after which Landlord shall have a
     reasonable opportunity and time to repair same or cure such defect.
     Landlord's liability with respect to any defects, repairs or maintenance
     for which Landlord is responsible under any of the provisions of this Lease
     shall be limited solely to the cost of such repairs or maintenance or the
     curing of such defect. In no event will Landlord be responsible for paying
     incidental or consequential damages resulting from Landlord's failure to
     cure such defects.

7.   MONTHLY COMMON AREA MAINTENANCE CHARGE. Tenant agrees to pay, as an
     additional charge each month, its proportionate share of the cost of the
     operation, maintenance, improvement, repair and replacement of the "Common
     Area", which shall be defined from time to time by Landlord. The term
     Common Area may include any property not owned by Landlord which is located
     beyond the boundaries of the Project to the extent Landlord is obliged to
     pay certain costs of operation and maintenance or to contribute to the cost
     of operation and maintenance. Common Area costs which may be incurred by
     Landlord at its discretion, may include, but shall not be limited to those
     costs incurred for lighting, water, sewage, trash removal, exterior
     painting, exterior window cleaning, sweeping, management, accounting,
     policing, inspecting, sewer lines, plumbing, paving, landscape maintenance,
     plant material replacement and other like charges, and Landlord's fee for
     supervision and administration of the items set forth in this Paragraph,
     currently at 10%. The proportionate share to be paid by Tenant of the cost
     of operation, maintenance, improvement, repair and replacement of the
     Common Area shall be computed on the ratio that the gross leasable square
     footage of the Premises bears to the total applicable gross leasable square
     footage or such other equitable apportionment as Landlord may adopt.
     Landlord shall make monthly or other periodic charges based upon the
     estimated annual cost of operation and maintenance of the Common Area,
     payable in advance but subject to adjustment after the end of the year on
     the basis of the actual cost for such year. Any such periodic charges shall
     be due and payable upon delivery of notice thereof. The initial Common Area
     Maintenance Charge, subject to adjustment as provided herein, shall be due
     and payable, as additional rent, at the same time and in the same manner as
     the time and manner of the payment of Monthly Base Rent as provided herein.
     The amount of the initial monthly Common Area Maintenance Charge shall be
     as specified in the Basic Lease Information.

8.   ALTERATIONS. Tenant shall not make any alterations, additions or
     improvements to the Premises (including, but not limited to, roof and wall
     penetrations or alterations, additions or improvements affecting building,
     mechanical or electrical systems or equipment) without the prior written
     consent of Landlord, which consent may be withheld in its sole discretion
     or may be conditioned on, among other things, proof of insurance coverage,
     payment and performance bonds, in forms, amounts and by companies
     acceptable to Landlord, and Landlord's review of Tenant's plans and
     specifications, Tenant's contractor and Tenant's building permit. Tenant
     may, without the consent of Landlord, but at its own cost and expense and
     in a good workmanlike manner erect such shelves, bins, machinery and trade
     fixtures as it may deem advisable, without altering the basic character of
     the building or improvements and without overloading or damaging such
     building or improvements, and in each case complying with all applicable
     governmental laws, ordinances, regulations and other requirements. All
     alterations, additions, improvements and partitions erected by Tenant shall
     be and remain the property of Tenant during the Term of this Lease and
     Tenant shall, unless Landlord otherwise elects as hereinafter provided,
     remove all alterations, additions, improvements and partitions erected by
     Tenant and restore the Premises to their original condition by the date of
     termination of this Lease or upon earlier vacating of the Premises;
     provided, however, that if Landlord so elects prior to termination of this
     Lease or upon earlier vacating of the Premises, such alterations,
     additions, improvements and partitions shall become the property of
     Landlord as of the date of termination of this Lease or upon earlier
     vacating of the Premises and shall be delivered up to the Landlord with the
     Premises. All shelves, bins, machinery and trade fixtures installed by
     Tenant may be removed by Tenant prior to the termination of this Lease if
     Tenant so elects, and shall be removed by the date of termination of this
     Lease or upon earlier vacating of the Premises if required by Landlord;
     upon any such removal Tenant shall restore the Premises to their original
     condition. All such removals and restoration shall be accomplished in good
     workmanlike manner so as not to damage the buildings and other improvements
     situated on the Premises. Landlord shall have the right at any time and
     from time to time to make changes or alterations to any portion of the
     Project other than the Premises and Landlord shall not be subject to any
     liability with respect to such alterations.

9.   SIGNS. Tenant shall not install signs upon the Premises without Landlord's
     prior written approval, and any such signage shall be subject to any
     applicable governmental laws, ordinances, regulations and other
     requirements. Tenant shall remove all such signs by the expiration or
     sooner termination of this Lease. Such installations and removals shall be
     made in such a manner as to avoid injury or defacement of the building and
     other improvements, and Tenant shall repair any injury or defacement,
     including, without limitation, discoloration, caused by such installation
     and/or removal.

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10.  INSPECTION/SURRENDER OF POSSESSION.

     A. Landlord and Landlord's agents and representatives shall have the right
     to enter and inspect the Premises at any reasonable time during business
     hours, for the purpose of ascertaining the condition of the Premises or in
     order to make such repairs as may be required or permitted to be made by
     Landlord under the terms of this Lease or for any other lawful purpose.
     During the period that is six (6) months prior to the end of the Term
     hereof, Landlord and Landlord's agents and representatives shall have the
     right to enter the Premises at any reasonable time during business hours
     for the purpose of showing the Premises and shall have the right to erect
     on the Premises a suitable sign indicating the Premises are available.

     B. Tenant shall, at the expiration or earlier termination of this Lease,
     surrender and deliver the Premises to Landlord in as good condition as when
     received by Tenant from Landlord or as later improved, reasonable use and
     wear excepted.

     C. Tenant shall give written notice to Landlord at least thirty (30) days
     prior to vacating the Premises and shall arrange to meet with Landlord for
     a joint inspection of the Premises prior to vacating. In the event of
     Tenant's failure to give such notice or arrange such joint inspection,
     Landlord's inspection at or after Tenant's vacating the Premises shall be
     conclusively deemed correct for purposes of determining Tenant's
     responsibility for restoring the Premises to the condition required
     hereunder.

11.  UTILITIES. Landlord agrees to provide at its cost water, electricity and
     gas service connections into the Premises; but Tenant shall pay for all
     water, gas, heat, light, power, telephone, sewer, sprinkler charges and
     other utilities and services used on or from the Premises, together with
     any taxes, penalties, surcharges or the like pertaining thereto and any
     maintenance charges for utilities and shall furnish all electric light
     bulbs and tubes. If any such services are not separately metered to Tenant,
     Tenant shall pay a reasonable proportion as determined by Landlord of all
     charges jointly metered with other Premises. Landlord shall not be liable
     for any loss, injury, damage to property, or other consequences caused by
     or resulting from any variation, interruption, or failure of utilities ore
     services in the Building due to any cause whatsoever. However, in the event
     of such variation, interruption or failure, Landlord shall use reasonable
     diligence to restore such service to a normal operating condition. No
     temporary interruption, variance, or failure of such services incident to
     the making or repairs, strike ,extreme weather conditions, or the
     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.

12.  ASSIGNMENT AND SUBLETTING.

     A. Tenant shall not have the right, voluntarily or involuntarily, to
     assign, convey, transfer, mortgage or sublet the whole or any part of the
     Premises under this Lease without the prior written consent of Landlord. If
     Tenant is a partnership, corporation or limited liability company, the
     transfer, assignment, sale or other change in ownership interest in excess
     of 33% (in the aggregate) shall be deemed an assignment within the meaning
     of this Paragraph. In the event Tenant applies to Landlord for consent to
     assign, convey, transfer or sublet the Premises, Landlord may condition
     such consent on, among other things, the right to receive one-half of the
     profit, if any, which Tenant may realize on account of such assignment,
     conveyance, transfer or sublease of the Premises or any other condition.
     For purposes of this paragraph, "profit" shall mean any sum which the
     assignee, sublessee or transferee is required to pay, or which is credited
     to Tenant as rent in excess of the rents required to be paid by Tenant to
     Landlord under this Lease. Landlord also reserves the right to recapture
     the Premises or applicable portion thereof in lieu of responding to
     Tenant's transfer request by notice of Landlord's exercise of its recapture
     right given to Tenant within twenty (20) days after receipt of Tenant's
     written request for assignment or subletting. Such recapture shall
     terminate this Lease as to the applicable space effective on the
     prospective date of assignment or subletting, which shall be the last day
     of a calendar month and not earlier than sixty (60) days after receipt of
     Tenant's request hereunder. Nothing contained in this Lease shall prohibit
     Landlord from entering into a new lease with Tenant's proposed assignee or
     sublessee. In the event that Landlord shall not elect to recapture the
     Premises or the applicable portion thereof, Tenant shall pay Landlord a
     reasonable fee, not to exceed $500.00, to reimburse Landlord for processing
     costs incurred in connection with considering whether to consent to
     Tenant's sublease or assignment request, and shall also reimburse Landlord
     for Landlord's reasonable attorneys' fees.

     B. Notwithstanding any permitted assignment or subletting, Tenant shall at
     all times remain directly, primarily and fully responsible and liable for
     the payment of the rent and all other charges under this Lease and for
     compliance with all of its other obligations under the terms, provisions
     and covenants of this Lease. Upon the occurrence of an "event of default"
     as hereinafter defined, if the Premises or any part thereof are then
     assigned or sublet, Landlord, in addition to any other remedies herein
     provided, or provided by law, may at its option collect directly from such
     assignee or subtenant all rents becoming due to Tenant under such
     assignment, transfer or sublease and apply such rent against any sums due
     to Landlord from Tenant hereunder, and no such collection shall be
     construed to constitute a novation or a release of Tenant from the further
     performance of Tenant's obligations here under.

                                       7
<PAGE>

13.  INSURANCE, FIRE AND CASUALTY DAMAGE.

     A. Landlord shall maintain casualty insurance covering the building of
     which the Premises are a part in an amount equal to the "replacement cost"
     thereof, insuring against the perils covered by the extended coverage
     policy and any other perils elected to be covered by the Landlord.
     Coverages and endorsements shall be as selected by the Landlord and such
     insurance shall be for the sole benefit of Landlord and all insurance
     proceeds shall remain under its sole control. Such insurance may be
     effectuated, in whole or in part, by a blanket policy covering the building
     in which the Premises are located and other buildings. In the event the
     insurance policy is subject to a deductible, Tenant shall be liable for and
     shall pay all or its proportionate share, as appropriate, of any deductible
     withheld from insurance proceeds or payables under the terms of the
     insurance policy procured by Landlord in the event of a claim or insured
     loss with respect to the building in which the Premises are located.
     Landlord may, in its discretion, require that Tenant, at its sole cost and
     expense, maintain on all of its personal property, tenant improvements and
     alterations in, or on about the Premises a policy of casualty insurance to
     the extent of the full replacement value without any deduction for
     depreciation.

     B. Tenant shall pay its proportionate share of Landlord's costs of
     procuring and maintaining: (i) the insurance coverage described in
     Subparagraph 13A, (ii) liability insurance with respect to the Project and
     the operations thereon, and (iii) any other insurance coverage procured by
     Landlord and pertaining or relating to the Premises in any way. In the
     event any insurance coverage is on a blanket basis, the premium shall be
     equitably apportioned to the buildings and improvements located within the
     Project before determining Tenant's proportionate share. During each month
     of the term of this Lease, Tenant shall make a monthly escrow deposit with
     Landlord (the "Insurance Escrow Payment") equal to one-twelfth of its
     proportionate share of Landlord's cost of procuring and maintaining the
     insurance described in Subparagraphs 13A and 13B which will be due and
     payable for that particular year. Tenant authorizes Landlord to use the
     funds deposited by Tenant with Landlord under this paragraph to pay the
     cost of such insurance. Each Insurance Escrow Payment shall be due and
     payable, as additional rent, at the same time and manner of the payment of
     the Monthly Base Rent as provided herein. The initial monthly Insurance
     Escrow Payment is subject to increase or decrease as determined by Landlord
     to reflect an accurate monthly escrow of Tenant's estimated proportionate
     share of this insurance. The Insurance Escrow Payment account of Tenant
     shall be reconciled annually. If the Tenant's total Insurance Escrow
     Payments are less than Tenant's actual proportionate responsibility for
     such insurance, Tenant shall pay to Landlord upon demand the difference; if
     the total Insurance Escrow Payments of Tenant are more than Tenant's actual
     proportionate responsibility for such insurance, Landlord shall retain such
     excess and credit it to the next monthly payment payable by Tenant or if
     this Lease has expired, refund such excess to Tenant. Tenant's cost of
     insurance shall be computed by multiplying the cost of Insurance by a
     fraction, the numerator of which shall be the number of gross leasable
     square feet of floor space in the Premises and the denominator of which
     shall be the total applicable gross leasable square footage. The amount of
     the initial monthly Insurance Escrow Payment will be as specified in the
     Basic Lease Information.

     C. Tenant shall, throughout the Lease Term, at its own expense, procure and
     maintain in full force and effect: (a) A policy of comprehensive general
     liability insurance, including a contractual liability endorsement covering
     Tenant's obligations under the paragraph captioned "Indemnification",
     insuring against claims of bodily injury and death or property damage or
     loss with a combined single limit at the Commencement Date of this Lease of
     not less than Three Million Dollars ($3,000,000.00), which limit shall be
     reasonably increased during the Lease Term at Landlord's request to reflect
     both increases in liability exposure arising from inflation as well as from
     changing use of the Premises or changing legal liability standards, which
     policy shall be payable on an "occurrence" rather than a "claims made"
     basis, and which policy names Landlord and manager and, at Landlord's
     request Landlord's mortgage lender(s) or investment advisors, as additional
     insureds; (b) A policy of extended property insurance (which is commonly
     called "all risk") covering Tenant Improvements, Tenant Alterations, and
     any and all furniture, fixtures, equipment, inventory, improvements and
     other property in or about the Premises which is not owned by Landlord, for
     one hundred percent (100%) of the then current replacement value of such
     property; and (c) Business interruption insurance in an amount sufficient
     to cover costs, damages, lost income, expenses, Base Rent, additional rent
     and all other sums payable under this Lease, should any or all of the
     Premises not be usable for a period of up to twelve (12) months. All
     insurance policies required under this paragraph shall be with companies
     reasonably approved by Landlord authorized to do business in the State of
     Oregon and each policy shall provide that it is not subject to cancellation
     or reduction in coverage except after thirty (30) days' written notice to
     Landlord. Tenant shall deliver to Landlord and, at Landlord's request
     Landlord's mortgage lender(s), prior to the Commencement Date and from time
     to time thereafter, certificates evidencing the existence and amounts of
     all such policies. If Tenant fails to acquire or maintain any insurance or
     provide any certificate required by this paragraph, Landlord may, but shall
     not be required to, obtain such insurance or certificates and the costs
     associated with obtaining such insurance or certificates shall be payable
     by Tenant to Landlord on demand. Such policies shall be primary insurance
     (and not "excess over" or contributory with any other valid, existing and
     applicable insurance in force for or on behalf of Landlord) and such
     policies shall not eliminate cross-liability and shall contain a
     severability of interest clause. Certified copies of such policies,
     together with receipt evidencing payment of premiums therefor, shall be
     delivered to Landlord prior to the commencement date of this Lease. Not
     less than fifteen (15) days prior to the expiration date of any such
     policies, certified copies of the renewals thereof (bearing notations
     evidencing the payment of renewal premiums) shall be delivered to Landlord.

     D. If the building of which the Premises are a part should be damaged or
     destroyed by fire, tornado or other casualty, Tenant shall give immediate
     written notice thereof to Landlord.

                                       8
<PAGE>

     E. If the building of which the Premises are a part should be totally
     destroyed by fire, tornado or other casualty, or if it should be so damaged
     thereby that rebuilding or repairs cannot in Landlord's estimation be
     completed within two hundred (200) days after the date upon which Landlord
     is notified by Tenant of such damage, this Lease shall, at the option of
     Landlord, terminate and the rent shall be abated during the unexpired
     portion of this Lease, effective upon the date of the occurrence of such
     damage. Landlord shall give notice to Tenant in writing of its
     determination to terminate this Lease within ninety (90) days following the
     date of the occurrence of such damage.

     F. If the building of which the Premises are a part should be damaged only
     to such extent that rebuilding or repairs can in Landlord's estimation be
     completed within two hundred (200) days after the date upon which Landlord
     is notified by tenant of such damage, this Lease shall not terminate, and
     Landlord shall at its sole cost and expense (but only to the extent of
     insurance proceeds received by Landlord) thereupon proceed with reasonable
     diligence to rebuild and repair such building to substantially the
     condition in which it existed prior to such damage, except that Landlord
     shall not be required to rebuild, repair or replace any part of the
     partition, fixtures, additions, and other improvements which may have been
     placed in, or about the Premises by Tenant. If the Premises are
     untenantable in whole or in part following such damage, the rent payable
     hereunder during the period in which they are untenantable shall be reduced
     to such extent the Premises are unusable.

     G. Notwithstanding anything herein to the contrary, in the event the holder
     of any indebtedness secured by a mortgage or deed of trust covering the
     Premises requires that the insurance proceeds be applied to such
     indebtedness, then Landlord shall have the right to terminate this Lease by
     delivering written notice of termination to Tenant within fifteen (15) days
     after such requirement is made by any such holder, whereupon all rights and
     obligations hereunder shall cease and terminate, except that Tenant shall
     remain liable to Landlord for the payment of any rents or other charges
     already accrued.

     H. Each of Landlord and Tenant hereby releases the other from any loss or
     damage to property caused by fire or any other perils insured through or
     under them by way of subrogation or otherwise for any loss or damage to
     property caused by fire or any other perils insured in policies of
     insurance covering such property, even if such loss or damage shall have
     been caused by the fault or negligence of the other party, or anyone for
     whom such party may be responsible; provided, however, that this release
     shall be applicable and in force and effect only with respect to loss or
     damage occurring during such times as the releasor's policies shall contain
     a clause or endorsement to the effect that any such release shall not
     adversely affect or impair said policies or prejudice the right of the
     releasor to recover there under and then only to the extent of the
     insurance proceeds payable under such policies. Each of the Landlord and
     Tenant agrees that it will request its insurance carriers to include in its
     policies such a clause or endorsement. If extra cost shall be charged
     therefor, each party shall advise the other thereof and of the amount of
     the extra cost, and the other party, at its election, may pay the same, but
     shall not be obligated to do so.

14.  LIABILITY. Landlord shall not be liable to Tenant or Tenant's employees,
     agents, servants, guests, invitees, licensees, or visitors, or to any other
     person whomsoever, for any injury to person or damage to property on or
     about the Premises, resulting from and/or caused in part or whole by the
     act, omission, negligence or misconduct of Tenant, its employees, agents,
     servants, guests, invitees, licensees, or visitors, or of any other person
     entering upon the Premises, or caused by the building and improvements
     located on the Premises becoming out of repair, or caused by leakage of
     gas, oil, water or steam or by electricity emanating from the Premises, or
     due to any cause whatsoever, and Tenant hereby covenants and agrees that it
     will at all times indemnify, protect, defend and hold safe and harmless the
     property, the Landlord (including, without limitation, the trustee and
     beneficiaries if Landlord is a trust), Landlord's employees, agents,
     servants, guests, invitees, licensees and visitors (collectively, the
     "Indemnified Parties") from any loss, liability, claims, suits, costs,
     expenses, including, without limitation, attorneys' fees, and damages, both
     real and alleged, arising out of: (a) the use or occupancy of the Premises,
     (b) any failure of Tenant to comply with the terms of this Lease, and (c)
     the acts or omissions of Tenant and its employees, agents, servants,
     guests, invitees, licensees and visitors; except injury to persons or
     damage to property the sole cause of which is the gross negligence of
     Landlord. In no event shall the Indemnified Parties be liable for
     consequential damages. If and to the extent that Tenant is obligated to
     indemnify, defend or hold harmless Landlord or Landlord's agents from any
     claims arising from its use of the Premises or any act or failure to act by
     Tenant or Tenant's Agents or otherwise, Tenant expressly waives, to and in
     favor of Landlord and Landlord's agents, its statutory workers compensation
     act employers immunity relative to any injury to an employee or employees
     of Tenant.

15.  CONDEMNATION.

     A. If the whole or any substantial part of the Premises should be taken for
     any public or quasi-public use under governmental law, ordinance or
     regulation, or by right of eminent domain, or by private purchase in lieu
     thereof and the taking would prevent or materially interfere with the use
     of the Premises for the purpose for which they are being used as determined
     by Landlord, this Lease shall terminate and the rent shall be abated during
     the unexpired portion of this Lease, effective when the physical taking of
     said Premises shall occur.

     B. If part of the Premises shall be taken for any public or quasi-public
     use under any governmental law, ordinance or regulation, or by right of
     eminent domain, or by private purchase in lieu thereof, and this Lease is
     not terminated as provided in Subparagraph 15(A), this Lease shall not
     terminate but the rent payable hereunder during the unexpired portion of
     this Lease shall be reduced to such extent as the Premises are not useable.

     C. In the event of any such taking or private purchase in lieu thereof,
     Landlord shall be entitled to receive the entire award, Tenant shall be
     entitled to make a claim for a separate award for Tenant's

                                       9
<PAGE>

     relocation expenses in any condemnation proceedings so long as Tenant's
     claim does not reduce the amount of Landlord's award.

16.  HOLDING OVER. Tenant will, at the termination of this Lease by lapse of
     time or otherwise, yield up immediate possession to Landlord. If Landlord
     agrees in writing that Tenant may hold over after the expiration or
     termination of this Lease, unless the parties hereto otherwise agree in
     writing on the terms of such holding over, the hold over tenancy shall be
     subject to termination by Landlord at any time upon not less than five (5)
     days advance written notice, or by Tenant at any time upon not less than
     thirty (30) days advance written notice, and all of the other terms and
     provisions of this Lease shall be applicable during that period, except
     that Tenant shall pay Landlord from time to time upon demand, as rental for
     the period of any hold over, an amount equal to one and one-half (1-1/2)
     the Monthly Base Rent in effect on the termination date, plus all
     additional rental as defined herein, computed on a daily basis for each day
     of the hold over period. No holding over by Tenant, whether with or without
     consent of Landlord, shall operate to extend this Lease except as otherwise
     expressly provided. The preceding provisions of this Paragraph 16 shall not
     be construed as Landlord's consent for Tenant to hold over.

17.  QUIET ENJOYMENT. In the event this Lease is a sublease, then Tenant agrees
     to take the Premises subject to the provisions of the prior leases.
     Landlord covenants that Tenant, upon paying the rental herein set forth and
     performing its other covenants and agreements herein set forth, shall
     peaceably and quietly have, hold and enjoy the Premises for the term hereof
     without hindrance from Landlord, subject to the terms and provisions of
     this Lease.

18.  EVENTS OF DEFAULT. The following events shall be deemed to be events of
     default by Tenant under this Lease:

     A.   Tenant shall fail to pay any installment of the rent herein reserved
     when due, or any payment with respect to taxes hereunder when due, or any
     other payment or reimbursement to Landlord required herein when due, and
     such failure shall continue for a period of five (5) days from the date
     such payment was due.

     B.   Insolvency of Tenant; an assignment by Tenant for the benefit of
     creditors; the filing by Tenant of a voluntary petition in bankruptcy; an
     adjudication that Tenant is bankrupt or the appointment of a receiver of
     the properties of Tenant; the filing of an involuntary petition of
     bankruptcy and failure of Tenant to secure a dismissal of the petition
     within thirty (30) days after filing; attachment of or the levying of
     execution on the leasehold interest and failure of Tenant to secure
     discharge of the attachment or release of the levy of execution within ten
     (10) days. If Tenant consists of two or more individuals or business
     entities, the events of default specified in this Paragraph 18 shall apply
     to each individual unless, within ten (10) days after the event of default
     occurs, the remaining individuals produce evidence satisfactory to Landlord
     that they have unconditionally acquired the interest of the one causing the
     default. If this Lease has been assigned, the events of default so
     specified shall apply only with respect to the one then exercising the
     rights of Tenant under this Lease.

     C.   Tenant shall vacate or abandon any substantial portion of the
     Premises. Failure of Tenant for ten (10) days or more to occupy the
     Premises for one or more of the purposes permitted under this Lease, unless
     such failure is excused under other provisions of this Lease, shall be an
     abandonment of the property.

     D.   If any information furnished by or on behalf of Tenant to Landlord in
     connection with the entry of this Lease is determined to have been
     materially false, misleading or incomplete when made.

     E.   Tenant shall fail to comply with any term, provision, condition or
     covenant of this Lease (other than the foregoing in this Paragraph 18), and
     shall not cure such failure within twenty (20) days after written notice
     thereof to Tenant. If the default is of such a nature that it cannot be
     completely remedied within the 20-day period, this provision shall be
     complied with if Tenant begins correction of the default within the 20-day
     period and thereafter proceeds with reasonable diligence and in good faith
     to effect the remedy as soon as practicable. Landlord shall not be required
     to give such written notice more than once during any single twelve (12)
     month period for the failure to perform the same covenant and upon the
     second failure, Landlord may, at its option, deem such failure as an
     automatic event of default, without notice to Tenant.

19.  REMEDIES. Upon the occurrence of any such events of default described in
     Paragraph 18 hereof, Landlord shall have the option to pursue any one or
     more of the following remedies without any notice or demand whatsoever.

     A.   Landlord may accelerate all rent payments due hereunder, the present
     value of which shall then become immediately due and payable.

     B.   Terminate this Lease, in which event Tenant shall immediately
     surrender the Premises to Landlord, and if Tenant fails so to do, Landlord
     may, without prejudice to any other remedy which it may have for possession
     or arrearages in rent, enter upon and take possession of the Premises and
     expel or remove Tenant and any other person who may be occupying such
     Premises or any part thereof, by force if necessary, without being liable
     for prosecution or any claim of damages therefor, and Tenant shall pay to
     Landlord on demand the amount of all loss and damage which Landlord may
     suffer by reason of such termination, whether through inability to relet
     the Premises on satisfactory terms or otherwise. Landlord's right to any
     and all damages shall survive termination of the lease.

     C.   Enter upon and take possession of the Premises and expel or remove
     Tenant and any other person who may be occupying such Premises or any part
     thereof, by force if necessary, without being liable for prosecution or any
     claim for damages therefor, and relet the Premises for such terms ending

                                       10
<PAGE>

     before, on or after the expiration date of the Lease Term, at such rentals
     and upon such other conditions (including concessions and prior occupancy
     periods) as Landlord in its sole discretion may determine, and receive the
     rent therefor; and Tenant agrees to pay to the Landlord on demand any
     deficiency that may arise by reason of such reletting together with all
     costs incurred by Landlord in connection with such reletting. Landlord
     shall have no obligation to relet the Premises or any part thereof in
     advance of any other available space controlled by Landlord and shall not
     be liable for refusal or failure to relet or in the event of reletting for
     refusal or failure to collect any rent due upon such reletting. In the
     event Landlord is successful in reletting the Premises at a rental in
     excess of that agreed to be paid by Tenant pursuant to the terms of this
     Lease, Landlord and Tenant each mutually agree that Tenant shall not be
     entitled, under any circumstances, to such excess rental, and Tenant does
     hereby specifically waive any claim to such excess rental.

     D.   Enter upon the Premises, by force if necessary, without being liable
     for prosecution or any claim for damages therefor, and do whatever Tenant
     is obligated to do under the terms of this Lease; and Tenant agrees to
     reimburse Landlord on demand for any expenses which Landlord may incur in
     thus effecting compliance with Tenant's obligations under this Lease, and
     Tenant further agrees that Landlord shall not be liable for any damages
     resulting to the Tenant from such action, whether caused by the negligence
     of Landlord or otherwise.

     E.   Whether or not Landlord retakes possession or relets the Premises,
     Landlord shall have the right to recover unpaid rent and all damages caused
     by Tenant's default, including attorney's fees. Damage shall include,
     without limitation: all rentals lost; all legal expenses and other related
     costs incurred by Landlord following Tenant's default; all costs incurred
     by Landlord in restoring the Premises to good order and condition, or in
     remodeling, renovating or otherwise preparing the Premises for reletting;
     all costs, including, without limitation, any brokerage commissions; and
     the value of Landlord's time; plus interest thereon at the rate of eighteen
     percent (18%) per annum from the date of expenditure until fully repaid.

     F.   In the event Tenant fails to pay any installment of rent, additional
     rent or other charges hereunder as and when such installment is due, to
     help defray the additional cost to Landlord for processing such late
     payments Tenant shall pay to Landlord on demand a late charge in an amount
     equal to five percent (5%) of such installment. The provision for such late
     charge shall be in addition to all of Landlord's other rights and remedies
     hereunder or at law and shall not be construed as liquidated damages or as
     limiting Landlord's remedies in any manner. The parties agree that such
     late charge is a reasonable amount to defray Landlord's costs arising out
     of Tenant's late payment.

     G.   Landlord may sue periodically to recover damages during the period
     corresponding to the remainder of the Lease Term, and no action for damages
     shall bar a later action for damages subsequently accruing.

     H.   Pursuit of any of the foregoing remedies shall not preclude pursuit of
     any of the other remedies herein provided or any other remedies provided by
     law, such remedies being cumulative and nonexclusive, nor shall pursuit of
     any remedy herein provided constitute a forfeiture or waiver of any rent
     due to Landlord hereunder or of any damages accruing to Landlord by reason
     of the violation of any of the terms, provisions, conditions, and covenants
     herein contained. No act or thing done by Landlord or its agents shall be
     deemed a termination of this Lease or an acceptance of the surrender of the
     Premises, and no agreement to terminate this Lease or accept a surrender of
     the Premises shall be valid unless in writing signed by Landlord. No waiver
     by Landlord of any violation or breach of any of the terms, provisions and
     covenants herein contained shall be deemed or construed to constitute a
     waiver of any other violation or breach of any of the terms, provisions,
     conditions, and covenants herein contained. Landlord's acceptance of the
     payment of rental or other payments hereunder after the occurrence of an
     event of default shall not be construed as a waiver of such default, unless
     Landlord so notifies Tenant in writing. Forbearance by Landlord to enforce
     one or more of the remedies herein provided upon an event of default shall
     not be deemed or construed to constitute a waiver of such default or of
     Landlord's right to enforce any such remedies with respect to such default
     or any subsequent default.

20.  ATTORNEY'S FEES. In the event it becomes necessary for either party to
     enforce any rights incident to this Lease, in a court of law or equity, the
     prevailing party shall be entitled to recover reasonable attorney's fees
     (including those on appeal) in addition to damages or other appropriate
     relief. If Landlord places any amounts owing under this Lease in the hands
     of an attorney or other party for collection or enforcement of the
     covenants contained herein, as a consequence of a default, as defined
     herein, the party in default agrees to pay reasonable fees and expenses so
     incurred, even though no suit or action is instituted.

21.  LANDLORD'S LIEN. In addition to any statutory lien for rent in Landlord's
     favor, Landlord shall have and Tenant hereby grants to Landlord a
     continuing security interest for all rentals and other sums of money
     becoming due hereunder from Tenant, upon all goods, wares, equipment,
     fixtures, furniture, inventory, accounts, contract rights, chattel paper
     and other personal property of Tenant situated on the Premises, and such
     property shall not be removed therefrom without the consent of Landlord
     until all arrearages in rent as well as any and all other sums of money
     then due to Landlord hereunder shall first have been paid and discharged.
     In the event of a default under this Lease, Landlord shall have, in
     addition to any other remedies provided herein or by law, all rights and
     remedies under the Uniform Commercial Code or other applicable law,
     including, without limitation, the right to sell the property described in
     this Paragraph 21 at public or private sale. Tenant hereby agrees to
     execute such financing statements and other instruments necessary or
     desirable in Landlord's discretion to perfect the security interest hereby
     created. Any statutory lien for rent is not hereby waived, the express
     contractual lien herein granted being in addition and supplementary
     thereto.

                                       11
<PAGE>

22.  MORTGAGES. Tenant accepts this Lease subject and subordinate to any
     mortgage(s) and/or deed(s) of trust now or at any time hereafter
     constituting a lien or charge upon the Premises or the improvements
     situated thereon; provided, however, that if the mortgagee, trustee, or
     holder of any such mortgage or deed of trust elects to have Tenant's
     interest in this Lease superior to any such instrument, then by notice to
     Tenant from such mortgagee, trustee or holder, this Lease shall be deemed
     superior to such lien, whether this Lease was executed before or after said
     mortgage or deed of trust. This provision shall be self operative, and no
     further instrument of subordination shall be necessary. In confirmation
     thereof, Tenant shall at any time hereafter on demand execute any
     instruments, releases or other documents which may be required by any
     mortgagee for the purpose of subjecting and subordinating this Lease to the
     lien of any such mortgage and confirming such other information as such
     mortgagee may reasonably require. Upon written request, Tenant shall
     provide Landlord with financial statements certified by Tenant as accurate
     and up to date, showing with reasonable detail Tenant's financial
     condition.

23.  BROKER'S COMMISSIONS. Except for      N/A       ("Tenant's Broker"), Tenant
                                      ---------------
     represents and warrants that it has not engaged any broker, agent or finder
     who would be entitled to any commission or fee in connection with the
     negotiation and execution of this Lease. Tenant shall indemnify, protect,
     defend and hold the Indemnified Parties harmless against any and all claims
     for any brokerage commissions and all costs, expenses and liabilities in
     connection therewith, including attorneys' fees and expenses arising out of
     any charge or claim for a commission or fee by any broker, agent or finder
     on the basis of any agreements made or alleged to have been made by or on
     behalf of Tenant except for Tenant's Broker and any brokers with whom
     Landlord has an express written brokerage agreement.

24.  CONSTRUCTION LIENS. Tenant shall have no authority, express or implied, to
     create or place any lien or encumbrance of any kind or nature whatsoever
     upon, or in any manner to bind, the Premises or to charge the rentals
     payable hereunder for any claim in favor of any person dealing with Tenant,
     including those who may furnish materials or perform labor for any
     construction or repairs. Tenant covenants and agrees that it will pay or
     cause to be paid all sums legally due and payable by it on account of any
     labor performed or materials furnished in connection with any work
     performed on the Premises on which any lien is or can be validly and
     legally asserted against its leasehold interest in the Premises or the
     improvements thereon and that it will indemnify, protect, defend and hold
     the Indemnified Parties harmless from any and all claims, liabilities,
     losses, costs or expenses (including attorneys' fees) based on or arising
     out of asserted claims or liens against the right, title and interest of
     the Landlord in the Premises or under the terms of this Lease.

25.  NOTICES. Each provision of this instrument or of any applicable
     governmental laws, ordinances, regulations and other requirements with
     reference to the sending, mailing or delivery of any notice or the making
     of any payment by Landlord to Tenant or with reference to the sending,
     mailing or delivery of any notice or the making of any payment by Tenant to
     Landlord shall be deemed to be complied with when and if the following
     steps are taken:

     A.   All rent and other payments required to be made by Tenant to Landlord
     hereunder shall be payable to Landlord at the address herein below set
     forth or at such other address as Landlord may specify from time to time by
     written notice delivered in accordance herewith. Tenant's obligation to pay
     rent and any other amounts to Landlord under the terms of this Lease shall
     not be deemed satisfied until such rent and other amounts have been
     actually received by Landlord.

     B.   All payments required to be made by Landlord to Tenant hereunder shall
     be payable to Tenant at the address herein below set forth, or at such
     other address within the continental United States as Tenant may specify
     from time to time by written notice delivered in accordance herewith.

                                       12
<PAGE>

     C.   Any notice or document required or permitted to be delivered hereunder
     shall be deemed to be delivered whether actually received or not when
     deposited in the United States Mail, postage prepaid, Certified or
     Registered Mail, addressed to the parties hereto at the respective
     addresses set out below, or at such other address as they have theretofore
     specified by written notice delivered in accordance herewith:

               LANDLORD:                                    TENANT:

          RIGGS & COMPANY, a division of        HOMEGROCER.COM, INC.,
          RIGGS BANK N.A., as trustee of the    a Washington corporation
          Multi-Employer Property Trust         10230 NE Points Drive
                                                Kirkland, Washington  98033-7879

     c/o  Trammell Crow Company
          8930 SW Gemini Drive
          Beaverton, Oregon  97008-7123

     If and when included within the term "Landlord", as used in this
     instrument, there are more than one person, firm or corporation, all shall
     jointly arrange among themselves for their joint execution of such a notice
     specifying some individual at a specific address for the receipt of notices
     and payments to Landlord. If and when included within the term "Tenant", as
     used in this instrument, there are more than one person, firm or
     corporation, all shall jointly arrange among themselves for their joint
     execution of such a notice specifying some individual at a specific address
     within the continental United States for the receipt of notices and
     payments to Tenant. All parties included within the terms "Landlord" and
     "Tenant", respectively, shall be bound by notices given in accordance with
     the provisions of this paragraph to the same effect as if each had received
     such notice.

26.  MISCELLANEOUS.

     A.   Words of any gender used in this Lease shall be held and construed to
     include any other gender, and words in the singular number shall be held to
     include the plural, unless the context otherwise requires.

     B.   The terms, provisions and covenants and conditions contained in this
     Lease shall apply to, inure to the benefit of, and be binding upon, the
     parties hereto and upon their respective heirs, legal representatives,
     successors and permitted assigns, except as otherwise herein expressly
     provided. Landlord shall have the right to assign any of its rights and
     obligations under this Lease.

     C.   Each party agrees to furnish to the other, promptly upon demand, a
     corporate resolution, proof of due authorization by partners, or other
     appropriate documentation evidencing the due authorization of such party to
     enter into this Lease. If Tenant is a partnership, company, corporation or
     other entity, each individual executing this Lease on behalf of Tenant
     represents and warrants to Landlord that he or she is duly authorized to so
     execute and deliver this Lease and that all partnership, company,
     corporation or other entity actions and consents required for execution of
     this Lease have been given, granted or obtained.

     D.   The captions inserted in this Lease are for convenience only and in no
     way define, limit or otherwise describe the scope or intent of this Lease,
     or any provision hereof, or in any way affect the interpretation of this
     Lease.

     E.   Tenant agrees from time to time within ten (10) days after request of
     Landlord, to deliver to Landlord, or Landlord's designee, an estoppel
     certificate stating that this Lease is in full force and effect, the date
     to which rent has been paid, the unexpired term of this Lease and such
     other matters pertaining to this Lease as may be requested by Landlord,
     Landlord's lender, a prospective lender or a prospective purchaser. It is
     understood and agreed that Tenant's obligation to furnish such estoppel
     certificates in a timely fashion is a material inducement for Landlord's
     execution of this Lease. If Tenant fails to respond within ten (10)
     business days of its receipt of a written request by Landlord as provided
     in this paragraph, such shall be a breach of this Lease and Tenant shall be
     deemed to have admitted the accuracy of any information supplied by
     Landlord to a prospective purchaser, mortgagee or assignee. The estoppel
     certificate Tenant shall be required to execute may be in, but is not
     limited to, the form attached hereto and incorporated herein by this
     reference as Exhibit D.

     (a) the date this Lease was executed and the date it expires; (b) the date
     Tenant entered into occupancy of the Premises; (c) the amount of monthly
     Base Rent and Additional Rent and the date to which such Base Rent and
     Additional Rent have been paid; and (d) certifying that (1) this Lease is
     in full force and effect and has not been assigned, modified, supplemented
     or amended in any way (or specifying the date of the agreement so affecting
     this Lease); (2) Landlord is not in breach of this Lease (or, if so, a
     description of each such breach) and that no event, omission or condition
     has occurred which would result, with the giving of notice or the passage
     of time, in a breach of this Lease by Landlord; (3) this Lease represents
     the entire agreement between the parties with respect to the Premises; (4)
     all required contributions by Landlord to Tenant on account of Tenant
     Improvements have been received; (5) on the date of execution, there exist
     no defenses or offsets which the Tenant has against the enforcement of this
     Lease by the Landlord; (6) no Base Rent, Additional Rent or other sums
     payable under this Lease have been paid in advance except for Base Rent and
     Additional Rent for the then current month; (7) no security has been
     deposited with Landlord (or, if so, the amount of such security); (8) it is
     intended that any Tenant's statement may be relied upon by a prospective
     purchaser or mortgagee of Landlord's interest or an assignee of any such
     mortgagee; (9) the representations in the paragraph captioned

                                       13
<PAGE>

     "ERISA Representations" remain true and correct; and (10) such other
      ---------------------
     information as may be reasonably requested by Landlord.

     F.   This Lease may not be altered, changed, modified or amended except by
     an instrument in writing signed by both parties hereto. Notwithstanding
     anything contained in the Lease to the contrary, including without
     limitation, Landlord's agents, only officers of Riggs Bank N.A., are
     authorized to amend, renew or terminate this Lease, or to compromise any of
     Landlord's claims under this Lease or to bind Landlord in any manner.
     Without limiting the effect of the previous sentence, no property manager
     or broker shall be considered an authorized agent of Landlord to amend,
     renew or terminate this Lease or to compromise any of Landlord's claims
     under this Lease or to bind Landlord in any manner

     G.   All indemnity obligations and all other obligations of Tenant
     hereunder not fully performed as of the expiration or earlier termination
     of the term of this Lease shall survive the expiration or earlier
     termination of the Term hereof, including, without limitation, all payment
     obligations with respect to taxes and insurance and all obligations
     concerning the condition of the Premises. Upon the expiration or earlier
     termination of the Term hereof, and prior to Tenant vacating the Premises,
     Tenant shall pay to Landlord any amount reasonably estimated by Landlord as
     necessary to put the Premises, including, without limitation, all heating
     and air conditioning systems and equipment therein, in good condition and
     repair pursuant to Paragraph 10(B) hereof. Tenant shall also, prior to
     vacating the Premises, pay to Landlord the amount, as estimated by
     Landlord, of Tenant's obligation hereunder for real estate taxes and
     insurance premiums for the year in which the Lease expires or terminates.
     All such amounts shall be used and held by Landlord for payment of such
     obligations of Tenant hereunder, with Tenant being liable for any
     additional costs therefor upon demand by Landlord, or with any excess to be
     returned to Tenant after all such obligations have been determined and
     satisfied, as the case may be. Any security deposit held by Landlord shall
     be credited against the amount payable by Tenant under this Paragraph
     26(G).

     H.   If any clause or provision of this Lease is illegal, invalid or
     unenforceable under present or future laws effective during the Term of
     this Lease, then and in that event, it is the intention of the parties
     hereto that the remainder of this Lease shall not be affected thereby, and
     it is also the intention of the parties to this Lease that in lieu of each
     clause or provision of this Lease that is illegal, invalid or
     unenforceable, there be added as part of this Lease contract a clause or
     provision as similar in terms to such illegal, invalid or unenforceable
     clause or provision as may be possible and be legal, valid and enforceable.

     I.   Because the Premises are on the open market and are presently being
     shown, this Lease shall be treated as an offer with the Premises being
     subject to prior lease and such offer subject to withdrawal or
     non-acceptance by Landlord or to other use of the Premises without notice,
     and this Lease shall not be valid or binding unless and until accepted by
     Landlord in writing and a fully executed copy delivered to both parties
     hereto.

     J.   All references in this Lease to "the date hereof" or similar
     references shall be deemed to refer to the last date, in point of time, on
     which all parties hereto have executed this Lease.

     K.   Tenant represents to Landlord that with the exception of this Lease,
     neither the Tenant nor any affiliate of the Tenant is a tenant under a
     lease or any other tenancy arrangement (1) with (a) Riggs & Company, a
     division of Riggs Bank N.A., as trustee of the Multi-Employer Property
     Trust; (b) The Riggs Bank N.A., as trustee of the Multi-Employer Property
     Trust; (c) the Multi-Employer Property Trust; (d) the National Bank of
     Washington Multi-Employer Property Trust, the previous name of the
     Multi-Employer Property Trust; (e) The Riggs National Bank of Washington,
     D.C., as trustee of the Multi-Employer Property Trust; (f) Alameda
     Industrial Properties Joint Venture; (g) Harman International Business
     Campus Joint Venture; (h) Beaverton-Redmond Tech Properties; (i) Corporate
     Drive Corporation as trustee of the Corporate Drive Nominee Realty Trust;
     (j) Goldbelt Place Joint Venture; (k) BOCA 1515, a joint venture; (l)
     Arboretum Lakes-I, L.L.C., a Delaware limited liability company; (m)
     Village Green of Rochester Hills Associates, L.L.C.; (n) Pine Street
     Development, L.L.C.; or (o) MEPT Realty LLC; or (2) involving any property
     in which any one or more of the entities named in clauses (1) (a) through
     (d) are known by the Tenant to have an ownership interest.

     L.   Tenant shall not, and shall not cause or allow any other party to,
     construct, use, deposit, store, dispose, place, or locate on or about the
     Premises or the Project any hazardous substances (as later defined) without
     the prior written consent of Landlord, which shall not be unreasonably
     withheld as long as Tenant demonstrates to Landlord's reasonable
     satisfaction that: (a) the nature and quality of any hazardous material is
     necessary, useful, and appropriate to Tenant's business conducted at the
     Premises; (b) the hazardous material will be used, kept, and stored with
     the highest degree of care and in a manner that complies with all
     governmental laws, ordinances, regulations, orders, and policies regulating
     any such hazardous material so brought upon or used or kept in or about the
     Premises; (c) such hazardous substances are disposed of off the Premises
     and the Project, in a disposal site licensed or designated for such
     hazardous substances, with the utmost care and caution and in a manner
     consistent with applicable governmental laws, ordinances, regulations,
     orders and policies; (d) Tenant pays as additional rent any increase in the
     premiums charged Landlord for insurance coverage by reason of Tenant's
     storage, placement, location, or use of hazardous substances or any
     premiums for additional insurance coverages deemed appropriate by Landlord
     because of the presence of such hazardous substances; and (e) Tenant
     procures any insurance coverages demanded by Landlord and naming the
     Landlord and such other parties as Landlord requires as additional
     insureds.

     Tenant shall indemnify, defend, and hold the Indemnified Parties harmless
     from any and all claims, judgments, damages, penalties, fines, costs,
     liabilities, or losses (including, without limitation, diminution in value
     of the Premises, damages for the loss or restriction on use of rentable or
     usable space or of any

                                       14
<PAGE>

     amenity of the Premises, damages arising from any adverse impact on
     marketing of space, and sums paid in settlement of claims, attorneys' fees,
     consultant fees, and expert fees) which arise during or after the Lease
     Term as a result of contamination to the Premises by hazardous substances
     during the term of this Lease or to the Property as a result of an act or
     omission of Tenant, and Tenant's agents or employees. This indemnification
     of Landlord by Tenant includes, without limitation, costs incurred in
     connection with any investigation of site conditions or any cleanup,
     remedial, removal, or restoration work required by any federal, state, or
     local governmental agency or political subdivision because of hazardous
     substances present in the soil or ground water on or under the Premises.
     Without limiting the foregoing, if the presence of any hazardous substances
     on the Premises occurs during the term of this Lease, Tenant shall promptly
     take all actions at its sole expense as are necessary to return the
     Premises to the condition existing prior to the release of any such
     hazardous substances to the Premises, provided that Landlord's approval of
     such actions shall first be obtained, which approval shall not be
     unreasonably withheld so long as such actions would not potentially have
     any material adverse long-term or short-term effect on the Premises. The
     foregoing indemnity shall survive the expiration or earlier termination of
     this Lease.

     The term "hazardous substances" shall include (a) any chemical, material,
     element, compound, solution, mixture, substance, or other matter of any
     kind whatsoever which Is a hazardous substance as defined in, or related by
     the Federal Comprehensive Environmental Response Compensation and Liability
     Act, 42 USC ss.9601 et seq., as amended; the regulations promulgated from
     time to time thereunder; the wastes listed in the United States Department
     of Transportation Hazardous Materials Table (49 CFR 172.101); the United
     States Environmental Protection Agency Hazardous Substances (40 CFR Part
     302), and amendments thereto; environmental laws and regulations
     administered by the Environmental Protection Agency or its delegees;
     similar laws and regulations of the State of Oregon, City of Tualatin, or
     any state or local governmental organization or agency, or additional or
     substitute laws or regulations with respect to the same subject matter
     enacted or promulgated by the federal, state, local, or quasi-governmental
     organization or agency; and (b) asbestos or materials containing asbestos,
     petroleum products, or such other substances, materials, and wastes that
     are or become regulated under the applicable local, state, or federal laws,
     whether or not within clause (a).

     M.   This Lease shall be governed by and construed in accordance with the
     laws of the State of Oregon.

     N.   For any litigation, action or dispute arising out of or in connection
     with the agreement, the matter shall be tried and determined by a judge
     alone, WITHOUT A JURY. All parties shall submit to the jurisdiction of an
     appropriate court in the State of Oregon, with venue in the County of
     Washington. Tenant irrevocably consents to the service of process of any
     action or proceeding at the address of the Premises.

     O.   If Tenant fails to perform any obligation under this Lease, Landlord
     shall have the option to do so after thirty (30) days written notice to
     Tenant. All of Landlord's expenditures to correct the default shall be
     reimbursed by Tenant on demand with interest at a rate of one and one-half
     percent (1-1/2%) per month from the date of expenditure by Landlord.

     P.   If Tenant shall request Landlord's consent under this Lease and
     Landlord shall fail or refuse to give such consent, Tenant shall not be
     entitled to any damages for any withholding by Landlord of its consent.
     Tenant's sole remedy shall be an action for specific performance or
     injunction and that remedy shall be available only in those instances where
     Landlord has expressly agreed in writing not to unreasonably withhold
     Landlord's consent. Q. This Lease shall not be recorded without the consent
     in writing of Landlord. If Landlord consents, Landlord shall execute and
     acknowledge a memorandum of this Lease in a form suitable for recording,
     and Tenant may record the memorandum.

     R.   This Lease contains the entire agreement between the parties
     concerning the subject matter and supersedes any prior agreements or
     understandings related thereto. There are merged herein all prior and
     collateral representations, promises, and conditions in connection with the
     subject matter hereof. This Lease supersedes and is in lieu of all existing
     agreements or arrangements between the parties relating to the Premises
     identified herein.

     S.   No payment by Tenant or receipt by Landlord of an amount less than the
     Base Rent or additional rent or any other sum due and payable under this
     Lease shall be deemed to be other than a payment on account of the Base
     Rent, additional rent or other such sum, nor shall any endorsement or
     statement on any check or any letter accompanying any check or payment be
     deemed an accord and satisfaction, nor preclude Landlord's right to recover
     the balance of any amount payable or Landlord's right to pursue any other
     remedy provided in this Lease or at law.

     T.   The waiver by Landlord of any covenant or condition contained in this
     Lease shall not be deemed to be a waiver of any subsequent breach of such
     covenant or condition nor shall any custom or practice which may develop
     between the parties in the administration of this Lease be construed to
     waive or lessen the rights of Landlord to insist on the strict performance
     by Tenant of all of the covenants and conditions of this Lease. No act or
     thing done by Landlord or Landlord's Agents during the Lease Term shall be
     deemed an acceptance or a surrender of the Premises, and no agreement to
     accept a surrender of the Premises shall be valid unless made in writing
     and signed by Landlord. The mention in this Lease of any particular remedy
     shall not preclude Landlord from any other remedy it might have, either
     under this Lease or at law, nor shall the waiver of or redress for any
     violation of any covenant or condition in this Lease or in any of the rules
     or regulations attached to this Lease or later adopted by Landlord, prevent
     a

                                       15
<PAGE>

     subsequent act, which would have originally constituted a violation, from
     having all the force and effect of an original violation. The receipt by
     Landlord of Base Rent, additional rent or any other sum payable under this
     Lease with knowledge of a breach of any covenant or condition in this Lease
     shall not be deemed a waiver of such breach. The failure of Landlord to
     enforce any of the rules and regulations attached to this Lease or later
     adopted, against Tenant or any other tenant in the Building, shall not be
     deemed a waiver. Any waiver by Landlord must be in writing and signed by
     Landlord to be effective.

     U.   In the event that Landlord shall be delayed, hindered in or prevented
     from the performance of any act or obligation required under this Lease by
     reason of acts of God, strikes, lockouts, labor troubles or disputes,
     inability to procure or shortage of materials or labor, failure of power or
     utilities, delay in transportation, fire, vandalism, accident, flood,
     severe weather, other casualty, governmental requirements (including
     mandated changes in the Plans and Specifications or the Tenant Improvements
     resulting from changes in pertinent governmental requirements or
     interpretations thereof), riot, insurrection, civil commotion, sabotage,
     explosion, war, natural or local emergency, acts or omissions of others,
     including Tenant, or other reasons of a similar or dissimilar nature not
     solely the fault of, or under the exclusive control of, Landlord, then
     performance of such act or obligation shall be excused for the period of
     the delay and the period for the performance of any such act or obligation
     shall be extended for the period equivalent to the period of such delay.

     V.   Time is of the essence with respect to the performance of every
     covenant and condition of this Lease.

27.  LIABILITY OF LANDLORD. Landlord has executed this Lease by its trustee
     signing solely in a representative capacity. Notwithstanding anything
     contained in this Lease to the contrary, Tenant confirms that the covenants
     of Landlord are made and intended, not as personal covenants of the
     trustee, or for the purpose of binding the trustee personally, but solely
     in the exercise of the representative powers conferred upon the trustee by
     its principal. Liability with respect to the entry and performance of this
     Lease by or on behalf of Landlord, however it may arise, shall be asserted
     and enforced only against the Landlord's estate and interest in the
     Building and Landlord shall have no personal liability in the event of any
     claim against Landlord arising out of or in connection with this Lease, the
     relationship of Landlord and Tenant or Tenant's use of the Premises.
     Further, in no event whatsoever shall any Landlord's Agent have any
     liability or responsibility whatsoever arising out of or in connection with
     this Lease, the relationship of Landlord and Tenant or Tenant's use of the
     Premises. Any and all personal liability, if any, beyond that which may be
     asserted under this paragraph, is expressly waived and released by Tenant
     and by all persons claiming by, through or under Tenant.

28.  ACCESS LAWS.

     A.   As used in this Paragraph, the term "Access Laws" shall mean the
     Americans with Disabilities Act of 1990 (including the Americans with
     Disabilities Act Accessibility Guidelines for Buildings and Facilities),
     the Fair Housing Amendments Act of 1988, all state and local laws or
     ordinances related to handicapped access, or any statute, rule, regulation,
     ordinance, order of governmental bodies or regulatory agencies, or order or
     decree of any court adopted or enacted with respect to any of the
     foregoing. The term Access Laws shall include all Access Laws now in
     existence or hereafter enacted, adopted or applicable.

     B.   Landlord makes no representations regarding the compliance of the
     Premises or the Project with Access Laws; provided that, if any
     improvements or alterations constructed by Landlord do not comply with
     Access Laws, Landlord shall be responsible for correcting such defects if
     and to the extent required by law.

     C.   Tenant agrees to notify Landlord immediately if Tenant becomes aware
     of: (i) any condition or situation in or on the Premises which would
     constitute a violation of any Access Laws, or (ii) any threatened or actual
     lien, action or notice of the Premises not being in compliance with any
     Access Laws. Tenant shall inform Landlord of the nature of any such
     condition, situation, lien, action or notice and of the action Tenant
     proposes to take in response thereto.

     D.   Tenant shall not alter or permit any assignee or subtenant or any
     other person to alter the Premises in any manner which would violate any
     Access Laws or increase Landlord's responsibilities for compliance with
     Access Laws, without the prior approval of the Landlord. In connection with
     any such approval, Landlord may require a certificate of compliance with
     Access Laws from an architect, engineer or other person acceptable to
     Landlord. Tenant agrees to pay the reasonable fees incurred by such
     architect, engineer or other third party in connection with the issuance of
     such certificate of compliance. Landlord's consent to any proposed Tenant
     alteration shall (a) not relieve Tenant of its obligations or indemnities
     contained in this paragraph or this Lease or (b) be construed as a warranty
     that such proposed alternation complies with any Access Law.

     E.   Tenant shall be solely responsible for all costs and expenses relating
     to or incurred in connection with bringing the Premises, the building in
     which the Premises are located and the common areas of the Project into
     compliance with the Access Laws if and to the extent such costs and
     expenses arise out of or relate to Tenant's use of the Premises or Tenant's
     modifications, improvements or alterations to the Premises after the date
     of this Lease.

     F.   Tenant agrees to indemnify, defend, protect and hold the Indemnified
     Parties harmless from and against any and all claims, demands, damages,
     losses, liens, liabilities, penalties, fines, lawsuits, and other
     proceedings and costs and expenses (including attorneys' fees) arising
     directly or indirectly from or

                                       16
<PAGE>

     out of, or in any way connected with, any activity on or use of the
     Premises or the Project by Tenant, its agents, employees, contractors,
     invitees, or any subtenant or concessionaire put into possession of all or
     any part of the Premises by Tenant, which activity or use results in the
     Premises violating any applicable Access Laws.

     G.   The provisions in this Paragraph shall supersede any other provisions
     in this Lease regarding Access Laws to the extent inconsistent with the
     provisions of this Paragraph. The provisions in this Paragraph shall
     survive the expiration of the Term or the termination of this Lease for any
     other reason whatsoever.

29.  ADDITIONAL PROVISIONS. None.









     LANDLORD:

     RIGGS & COMPANY, a division of RIGGS BANK N.A.,
     as trustee of the Multi-Employer Property Trust, a trust organized under 12
     C.F.R. Section 9.18


     By:  /s/ Leanne Tobias
        ___________________________________________

     Name:  Leanne Tobias
          __________________________________________

     Title: Managing Director
           _________________________________________

     Date:  5/11/00
          __________________________________________




     TENANT:

     HOMEGROCER.COM, INC., a Washington D.C corporation

     By: /s/ Terry Drayton
        ____________________________________________

     Name:   Terry Drayton
          __________________________________________

     Title: President
           _________________________________________

     Date:  April 27, 2000
          __________________________________________

                                       17
<PAGE>

District of Columbia         )
            -----------------) ss.
             ________________)


     This instrument was acknowledged before me this 15 day of May, 2000 by
Leanne Tobias, who is the Managing Director of Riggs Bank N.A., as trustee of
the Multi-Employer Property Trust.


                                      /s/ William R. Scott
                                      ----------------------------------------
                                      Notary Public for District of Columbia
                                      My commission expires___________________











STATE OF WASHINGTON)
                   ) ss.
County of King     )

     This instrument was acknowledged before me this 27th day of April, 2000 by
J. Terrence Drayton, who is the President of HomeGrocer.com, Inc., a Washington
Corporation.


                                    /s/  Ursula M. Lazo
                                    ------------------------------------------
                                    Notary Public for Kirkland, WA
                                    My commission expires 8-4-2003

                                       18
<PAGE>

                                   EXHIBIT A
                                   ------- -

                          [Site map of the premises]
<PAGE>

                                   EXHIBIT B
                                   ---------


                               Legal Description




A tract of land situated in the S.W. 1/4 of Section 23, T2S, R1W, W.M., City of
Tualatin, Washington County, Oregon, being more particularly described as
follows:

Commencing at the south 1/4 corner of said Section 23; thence, along the east
line of the southeast quarter of the southwest quarter of said Section 23, North
0(degree)15'13" West, 32.89 feet to the true point of beginning; thence, along
the south line of that tract of land conveyed to Earl J. Itel, recorded July 16,
1969, in book 750, Page 279, South 89(degree)37'46" West, 1292.79 feet to the
southwest corner of said Itel tract; thence, along the west line of said Itel
tract, North 0(degree)01'38" East, 141.35 feet to a point on the southerly
right-of-way line of the Burlington Northern Railroad (formerly Spokane,
Portland, and Seattle Railroad); thence, along said southerly right-of-way,
being 25.00 feet from the centerline of the tracks, when measured at right
angles, North 56(degree)01'15" East, 483.57 feet; thence, continuing along said
right-of-way and along the arc of a 165.0 foot offset spiral curve to the right,
offset 25.0 southerly, having a centerline angle of 2(degree)28'30", (chord
bears North 57(degree)01'09" east, 163.90 feet) to a point of spiral to curve;
thence, continuing along said right-of-way and along the arc of a 1884.86 foot
radius curve to the right, through a central angle of 20(degree)33'00" (chord
bears North 68(degree)46'15" East, 672.42 feet) a distance of 676.03 feet to a
point of curve to spiral; thence, along the arc of a 165.0 foot offset spiral
curve to the right, offset 25.0 feet southerly, having a centerline spiral angle
of 2(degree)28'30" (chord bears North 80(degree)31'21" East, 163.90 feet), to a
point of spiral; thence, North 81(degree)31'15" East, 48.67 feet to a point on
the east line of that tract of land conveyed by deed to Earl J. Itel, recorded
in Book 750, Page 279, Washington county Deed Records; thence, along the east
line of said Itel tract, South 0(degree)07'32" West, 100.00 feet to the
southeast corner thereof; thence, along the south line of said Itel tract, North
89(degree)52'28" West, 85.12 feet to a point on the east line of the southeast
quarter of the southwest quarter of said Section 23; thence, along said east
line, South 0(degree)15'13" East, 593.31 feet; thence, South 44(degree)17'29"
East, 107.89 feet to a point that is 30.00 feet, when measured at right angles,
from the south line of said 1/4 of said Section 23; thence, parallel with the
south line of said N.E. 1/4, South 89(degree)29'45" West, 75.00 feet to a point
on the west line of said N.E. 1/4; thence, along said West line, North
0(degree)15'13" West, 2.89 feet to the true point of beginning.

Contains 677,845 square feet (15.56 acres).
<PAGE>

                                   EXHIBIT C
                                   ------- -

                  This Exhibit C is intentionally left blank.

<PAGE>

                                   EXHIBIT D
                                  TO TUALATIN
                           TUALATIN CORPORATE CENTER
                         TENANT'S ESTOPPEL CERTIFICATE

TO:       Riggs & Company, a division of Riggs Bank, N.A., as Trustee of the
          Multi-Employer Property Trust

               c/o  Kennedy Associates Real Estate Counsel, Inc.
                    2400 Financial Center Building
                    Seattle, Washington  98161

THIS IS TO CERTIFY:

     1.   That the undersigned is the Tenant under that certain Lease dated
___________, and, if applicable, amended on _______________, by and between
_____________, a ____, limited partnership ("Landlord") and the undersigned
("Tenant") covering those certain premises located as shown on the drawing made
part of the Lease (the "Premises").

     2.   That said Lease is in full force and effect and, except as noted in
Paragraph 1, above, has not been modified, changed, altered or amended in any
respect, and is the only lease or agreement (oral or written) between the Tenant
and Landlord affecting the Premises.

     3.   To the best of Tenant's knowledge, the information set forth below is
true and correct:

          (a) Square footage of the Premises:____________

          (b) Annual rent as of the commencement of Lease: $__________

          (c) Current annual rent (if different than at commencement): $________

          (d) Lease term commenced:___________________

          (e) Lease termination date:_________________

          (f) Rent is paid to and including:_________________

          (g) Security Deposit: $_________________

          (h) Prepaid rent for and in amount of: $_________________

          (i) Amount of current monthly Escrow Payment obligations with respect
              to taxes and other charges under Paragraph 4 of the Lease and with
              respect to insurance under Paragraph 13 of the Lease:

              Taxes:     $ ___________________

              Insurance: $ ___________________

          (j) Amount of current monthly payments due under Paragraph 7 of the
              Lease with respect to Common Area Maintenance charges: $ _________

          (k) Dates through which Tenant has paid monthly Escrow Payments and
              Common Area Maintenance charges:

              Escrow Payment for Taxes:______________________

              Escrow Payment for Insurance:__________________

              Common Area Maintenance:_______________________

     4.   The Tenant, unless otherwise stated in Exhibit A, now occupies the
Premises, accepts the Premises in their current condition subject only to those
punch list items shown on Exhibit A, if any, and is not aware of any defect in
the Premises except as shown on Exhibit A, if any. No rent has been collected in
the current month other than as disclosed in Paragraph 3. No free rent or other
concessions, benefits, or inducements other than as specified in the Lease have
been granted to Tenant or undertaken by the named Landlord. All required
contributions by Landlord to Tenant on account of tenant improvements have been
made or received as applicable.

     5.   The Tenant has not been granted any renewal, expansion or purchase
options and has not been granted any rights of first refusal except as disclosed
in writing in the Lease.
<PAGE>

     6.  Neither Tenant nor Landlord is in default under the Lease and there has
not occurred any event, which by notice or lapse of time or both or otherwise,
will result in any default. As of the date hereof and except as set forth in the
Lease, the undersigned is entitled to no credit, offset or deduction in the
rent. Tenant knows of no liabilities or obligations of Landlord which have
accrued but are unsatisfied under the Lease as of the date of this Certificate.

     7.  Tenant is required, under Paragraph 7 of the Lease, to pay a
proportionate share of certain costs associated with the "Common Area which
shall be defined from time to time by Landlord".

     8.  To the best of Tenant's knowledge, there are no actions, whether
  voluntary or otherwise, pending against the undersigned under the bankruptcy
  laws or other laws for the relief of debtors of the United States or any state
  thereof.

     9.  No party-in-interest relationship exists between one or more of the
pension plans identified in Section 26K of the Lease and the Tenant such that
the Lease will become a non-exempt, prohibited transaction under ERISA on
purchase of the Premises by the addressee.

     10. The term "party-in-interest" shall have the meaning assigned to it in
Section 3(14) of ERISA. ERISA shall mean the Employee Retirement Income Security
Act of 1974, as amended.

            DATED this ______________ day of _______________, 1999


                                                     TENANT:____________________