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                                                                    Exhibit 10.2

                               SUBLEASE AGREEMENT

     This Sublease Agreement ("Sublease"), dated June 6, 2002, is made between
AVENUE A, INC. ("Sublessor") and OPEN INTERFACE NORTH AMERICA, INC., a
Washington corporation ("Sublessee").

                                    RECITALS

     A.   Sublessor and Samis Foundation, a Washington 501(c)(3) non-profit
corporation ("Landlord") entered into a written lease dated July 16, 1999,
regarding the 4th, 7th, 8th and 9th floors of the building known as the SMITH
TOWER (the "Building"), located on the land more particularly described in
Section 2 of the Master Lease (as defined below). Said lease, as amended by
First Amendment to Lease dated October 28, 1999 and Second Amendment to Lease
dated January 31, 2000, is referred to herein as the "Master Lease", and the
premises covered by the Master Lease is herein collectively called "Master
Premises". A copy of the Master Lease is attached hereto as Exhibit A.

                                    AGREEMENT

     NOW, THEREFORE, the parties hereto agree as follow:

1.   Sublease Premises

     a.   Initial Subleased Premises

          Sublessor hereby subleases to Sublessee on the terms and conditions
set forth in this Sublease a portion of the Master Premises containing an agreed
area of 5,934 rentable square feet ("rsf'), currently known as Suite(s) 400, as
delineated on the floor plan attached hereto as Exhibit C ("Premises").
Sublessee shall have shared access to the common kitchen and supervised access,
between the hours of 8am and 5pm unless a major incident or outage occurs, to
the 4th floor phone closet throughout the Term. Said kitchen and phone closet
are depicted on the floor plan attached as Exhibit C.

     b.   Right of First Opportunity

          The contiguous 1,847 rsf and 935 rsf on floor 4 of the Building, shown
on the floor plan attached hereto as Exhibit C ("Expansion Space"), shall be
referred to as "RFO Space". Sublessee shall have an ongoing Right of First
Opportunity to sublease either of the RFO Space that is 1,847 rsf and, subject
to any conflicting rights granted to other tenants prior to the date the last
party executes this Sublease, the RFO Space that is 935 rsf. Prior to accepting
an offer to sublease either RFO Space to a third party, Sublessor shall notify
Sublessee in writing of third party's interest. Sublessee shall have five (5)
business days from receipt of Sublessor's notice to notify Sublessor of its
intent. All terms and conditions of the Expansion space shall be consistent with
the Sublease. Base Rent for expansion space shall be based on the Base Rent in
this sublease on a per square

<PAGE>

foot basis. If Subtenant shall fail to exercise such expansion right, after
notice by Sublessor of the availability of the subject RFO Space, as provided
herein, such right shall be deemed to have lapsed and expired, and shall be of
nor further force or effect with respect to the particular RFO Space. Upon
exercise of said right of first refusal, the term "Premises" as used herein
shall include the subject RFO Space.

2.   Term and Possession

     a.   Term

          Provided Master Lessor has consented to this Sublease ("Consent"), the
initial term of this Sublease ("Initial Term") shall commence on July 15, 2002
("Commencement Date"), and shall end on July 31, 2005 ("Expiration Date"). The
Initial Term and Additional Term (as defined below), or the date of any sooner
termination of this Sublease, may be referred to herein as the "Term." Fifteen
days prior to the Commencement Date, Sublessee, its agents and contractors shall
be allowed access to the Premises (for example, to install its telephone system,
and move in its personal property) with no obligation to pay rent. If Sublessee
occupies the space and conducts business prior to July 15, 2002, such date shall
be considered the Commencement Date.

     b.   Condition of Premises

          Prior to the Commencement Date, Sublessor shall paint the Premises,
clean the carpets, convert the shipping/ receiving room to a basic reception/
conference room, and re-key the conference room accessed by the common corridor.
Additionally, Sublessor agrees to keep the cabling located in the Premises or
otherwise serving the Premises in working condition. Otherwise, Sublessee shall
accept the Premises in an "as-is, where-is" condition. Sublessor shall deliver
possession of the Premises as aforesaid in broom clean condition ("Possession").
Sublessee acknowledges and agrees that all tenant improvements and all
furniture, fixtures, and equipment in the Premises as of the Commencement Date,
including (without limitation) those items set forth on Exhibit D hereto, are
and shall remain the sole property of Sublessor subject to Sublessee's rights to
use the same as provided herein. If Sublessor is not able to deliver Possession
to Sublessee on the Commencement Date notwithstanding Sublessor's reasonable,
good faith efforts, Base Rent, as defined in Section 3(a), shall abate until
delivery of Possession. If Possession is not delivered within thirty (30) days
of the Commencement Date, then Sublessee has the option to cancel this Sublease
by delivering written notice of termination to Sublessor. Any delay in the
Commencement Date shall not extend Initial Term.

     c.   License to Use Personal Property

          Sublessor hereby grants Sublessee a license to use the furniture
listed in Exhibit D within the Premises (the "Licensed Property"), at no
additional cost. Such license terminates upon the Expiration Date or, if
exercised, the expiration of the Extension Option, and is "as-is" "where-is"

                                  Page 2 of 10

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and without any warranties, express or implied, concerning the condition of the
Licensed Property, and Sublessee assumes all risks relating thereto.

     d.   Extension Option

So long as Sublessee is not then in default under this Sublease at the time of
exercise, Sublessee shall have the option to extend the Initial Term of this
Sublease for one (1) additional sixteen (16) month period ("Additional Term").
To exercise its option to extend this Sublease for the Additional Term,
Sublessee must deliver to Sublessor a written notice (an "Option Notice")
exercising its extension option not later than January 31, 2005. All of the
terms and conditions of this Sublease shall apply during the Additional Term
except (i) the annual Base Rent shall be $19.00 per rsf of the Premises; (ii)
there shall be no further extension options after the commencement of the
Additional Term; and (iii) there shall be no Tenant Improvements or other
Sublessor concessions during the Additional Term.

3.   Base Rent, Operating Expenses and Late Charge

     a.   Base Rent

          Sublessee shall pay to Sublessor, on or before the first day of each
calendar month, Base Rent in the amount of (i) $7,500.00 per month for the
twelve month period following the Commencement Date, and (ii) $8,901.00 for each
month thereafter until the end of the Initial Term. The monthly installments of
Base Rent shall be prorated at the rate of 1/30 of the monthly Base Rent per day
for any partial month during the Term. Payment shall be made to the following
address: Avenue A, Inc., 506 Second Avenue, Suite 900, Seattle, WA 98104,
Attention: Accounting Department.

     b.   Operating Expenses

          If the Master Lease requires Sublessor to pay to Lessor all or a
portion of the expenses of operating the Building ("Operating Costs") including
but not limited to taxes, utilities, or insurance, then Sublessee shall pay to
Sublessor as additional rent 100 percent, of Sublessee's percentage share
(Sublessee's rsf at the time of adjustment divided by Sublessor's total rsf at
the time of adjustment), of the amounts payable by Sublessor for Operating
Costs, to the extent that such Operating Costs for the subject year exceed the
Operating Costs for the base year of 2002. If the Master Lease provides for the
payment by Sublessor of Operating Costs on the basis of an estimate thereof,
then as and when adjustments between estimated and actual Operating Costs are
made under the Master Lease, the obligations of Sublessor and Sublessee
hereunder shall be adjusted in a like manner; and if. any such adjustment shall
occur after the expiration or earlier termination of the Term, then the
obligations of Sublessor and Sublessee under this Paragraph shall survive such
expiration or termination. Sublessor shall, upon request by Sublessee, furnish
Sublessee with copies of all statements submitted by Lessor of actual or
estimated Operating Costs during the Term.

                                  Page 3 of 10

<PAGE>

     c.   Late Charge

          Sublessee acknowledges that paying Base Rent late will cause Sublessor
to incur administrative, collection, processing and accounting costs and
expenses not contemplated under this Sublease, the exact amounts of which are
extremely difficult or impracticable to fix. Sublessee therefore agrees that if
rent or any other sum is due and payable pursuant to this Sublease, such amounts
shall be payable upon the same terms and conditions as the Master Lease and the
same late charges shall apply. Sublessor and Sublessee agree that this late
charge represents a reasonable estimate of such costs and expenses and is fair
compensation to Sublessor for its loss caused by Sublessee's nonpayment. Should
Sublessee pay the monthly rent late, but fail to pay said late charge, or pay
said late charge, but fail to pay contemporaneously therewith all unpaid amounts
of Rent, Sublessor's acceptance of the late rent or said late charge shall not
constitute a waiver of Sublessee's default with respect to Sublessee's
nonpayment, nor prevent Sublessor from exercising all other rights and remedies
available to Sublessor under this Lease or under law.

     d.   Security Deposit

          Within ten (10) business days after the execution of this Sublease,
Sublessee shall pay to Sublessor the first month's rent due and provide
Sublessor the additional sum of Eight Thousand Nine Hundred One and 00/100
Dollars ($8,901.00) ("Security Deposit"). If Sublessee fails to pay rent or
other charges when due under this Sublease, or fails to perform any of its
obligations hereunder, Sublessor may use or apply all or any portion of the
Security Deposit for the payment of any sum for which the Sublessor may become
obligated by reason of Sublessee's default or breach, or for any loss or damage
sustained by Sublessor as a result of Sublessee's default or breach. If
Sublessor so uses any portion of the Security Deposit, Sublessee shall, within
ten (10) days after written demand by Sublessor, restore the Security Deposit to
the full amount originally deposited less any amounts applied to the first
months' rent, and Sublessee's failure to do so shall constitute a default under
this Sublease. Within thirty (30) days after the termination of this Sublease,
or Sublessee has vacated the Premises, whichever shall last occur, and provided
Sublessee is not then in default of any of its obligations hereunder, the
Security Deposit, or so much thereof as had not therefore been applied by
Sublessor, shall be returned to Sublessee or to the last assignee, if any, of
Sublessee's interest.

4.   Use of Premises

     The Premises shall be used and occupied only for purposes allowed under the
Master Lease.

5.   Parking

     Sublessee shall be entitled to the use of nine (9) of Sublessor's parking
spaces, which are guaranteed in the Master Lease, upon the same terms and
conditions as the Master Lease.

                                  Page 4 of 10

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6.   Assignment and Sublease

     Neither this Sublease nor any right hereunder nor the Premises may be
assigned, transferred, encumbered or sublet in whole or in part by Sublessee
without Sublessor's and Landlord's prior written consent, which consent may not
be unreasonably withheld or delayed.

7.   Incorporation by Reference

     a.   Subject to Lease

          This Sublease is subject to all of the terms and conditions of the
Master Lease by and between Sublessor and Master Lessor.

     b.   Interpretation

          All terms and conditions of the Master Lease, are incorporated into
and made a part of this Sublease, except for Paragraphs 1(c),(e)-(k),(m) and
(n), 3,4,6, 9(e), 17, 27,29, and 31 of the Master Lease and such other
provisions of the Master Lease which are directly contradicted or expressly
modified by this Sublease, in which event the terms of this Sublease shall
control over the Master Lease. The Sublessee assumes and agrees to perform the
Sublessor's obligations under the Master Lease during the Term to the extent
that such obligations are applicable to the Premises, provided, however,
Sublessor shall be responsible for paying Rent, as provided in the Master Lease,
to the Master Lessor. Therefore, for the purposes of this Sublease, wherever in
the Master Lease the word "Lessor/Landlord" is used it shall be deemed to mean
Sublessor herein and wherever in the Master Lease the word "Lessee/Tenant" is
used it shall be deemed to mean Sublessee herein.

8.   Sublessor's Representations and Warranties

     Sublessor represents and warrants to Sublessee the following:

     a.   The Master Lease is in full force and effect and has not been
modified, supplemented or amended except as described in Exhibit B.

     b.   Sublessor has the right to full and complete possession of the
Premises.

     c.   Sublessor, at the time of signing this Sublease, at the Commencement
Date, and at the time of delivering Possession, has fulfilled all its duties
under the Master Lease and is not in default under the Master Lease.

     d.   To the best of Sublessor's knowledge, Master Lessor has fulfilled all
its duties under the Master Lease and is not in default under the Master Lease.

     e.   Sublessor has not assigned, transferred or delegated any of its rights
or duties under the Master Lease or pledged or encumbered any of its interest
in, or rights under the Master Lease.

                                  Page 5 of 10

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     f.   This Sublease shall be of no force or effect unless consented to by
Master Lessor by execution of the Consent attached hereto as Exhibit B.

     g.   Sublessor has all right, power and authority necessary to enter into
and deliver this Sublease and to perform its obligations hereunder. Sublessor's
entering into this Sublease does not breach or contradict any other agreement or
contract that Sublessor is a party to.

     h.   Sublessor has or will comply with all requirements, perform all
duties, and take all actions necessary under Section 17 of the Master Lease to
properly sublet the Premises.

9.   Covenants Regarding Master Lease

     a.   Sublessor shall use best efforts not to commit or suffer any act or
omission that will result in a violation of or default under any of the
provisions of the Master Lease.

     b.   Sublessor shall exercise commercially reasonable efforts in attempting
to cause Master Lessor to perform its obligations and give any required consents
under the Master Lease for the benefit of Sublessee, including, without
limitation, consent to this Sublease.

     c.   With respect to the Premises, unless the context requires otherwise,
Sublessor shall perform all duties of Master Lessor and Sublessee shall perform
all duties of Tenant under the Master Lease.

     d.   Sublessor agrees to deliver to Sublessee a copy of any notice received
from Master Lessor relating to the Premises within five (5) business days of its
receipt thereof.

     e.   Sublessor shall not voluntarily terminate the Master Lease without
Sublessee's prior written consent, which shall not be unreasonably withheld and
will be delivered to Sublessor within thirty (30) of Sublessor's notice to
terminate.

10.  Other Provisions of Sublease

     Sublessee shall not commit or suffer any act or omission that will violate
any of the provisions of the Master Lease. If the Master Lease terminates, this
Sublease shall terminate and the parties shall be relieved of any further
liability or obligation under this Sublease, provided however, that if the
Master Lease terminates as a result of a default or breach by Sublessor or
Sublessee under this Sublease, then the defaulting party shall be liable to the
non-defaulting party for the damage suffered as a result of such termination.
Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to
terminate the Master Lease in the event of the partial or total damage,
destruction, or condemnation of the Premises or the Building of which the
Premises are a part, the exercise of such right by Sublessor shall not
constitute a default or a breach hereunder.

                                  Page 6 of 10

<PAGE>

11.  Indemnification

     a.   Sublessee's Indemnification

          Sublessee shall indemnify, defend and hold harmless Sublessor from and
against all losses, costs, damages, expenses and liabilities, including, without
limitation, reasonable attorneys' fees and disbursements, which Sublessor may
incur or pay out (including, without limitation, Sublessor's payment to Master
Lessor) by reason of (a) any accidents, damages or injuries to persons or
property occurring in, on or about the Premises (unless the same shall have been
caused by the respective negligence of Sublessor or Master Lessor), (b) any
breach or default hereunder on Sublessee's part, (c) the successful enforcement
of Sublessor's rights under this Section or any other Section of this Sublease,
(d) any work done after the date hereof in or to the Premises except if done by
Sublessor or Master Lessor, or (e) any act, omission or negligence on the part
of Sublessee or its officers, partners, employees, agents, customers and/or
invitees, or any person claiming through or under Sublessee. Nothing herein
shall be construed as requiring Sublessee to indemnify, defend or hold harmless
Sublessor against or for any claim, loss, damage or expense to the extent it is
caused by the respective negligence, will misconduct or breach of the Sublease
or Master Lease by Sublessor or Master Lessor, and not by Sublessee.

     b.   Sublessor's Indemnification

          Sublessor shall indemnify, defend and hold harmless Sublessee from and
against all losses, costs, damages, expenses and liabilities, including, without
limitation, reasonable attorneys' fees and disbursements, which Sublessee may
incur or pay out (including, without limitation, to Master Lessor) by reason of
(a) any breach or default hereunder on Sublessor's part, (b) the successful
enforcement of Sublessee's rights under this Section or any other Section of
this Sublease, (c) any act, omission or negligence on the part of Sublessor
and/or its officers, partners, employees, agents, customers and/or invitees, or
any person claiming through or under Sublessor.

12.  Commission

     Upon execution of this Sublease, and consent thereto by Lessor Sublessor
shall pay Broker (as defined below) a real estate brokerage commission in
accordance with Sublessor's contract with Broker for the subleasing of the
Premises. Broker is hereby made a third party beneficiary of this Sublease for
the purpose of enforcing its right to said commission. If Sublessee exercises
the Expansion Option or Renewal Option, Sublessor shall pay Broker an additional
real estate commission in accordance with Sublessor's contract with Broker for
the subleasing of the Premises. Broker is made a third party beneficiary of this
Sublease for the purpose of enforcing its right to said commission. Sublessee
shall have no liability for any commissions for this Sublease.

                                  Page 7 of 10

<PAGE>

13.  Agency Disclosure

     At the signing of this Sublease, Clay Nielsen of Washington Partners, Inc.,
represented the Sublessor and Patrick Pendergast represented the Sublessee
(collectively "Broker"). Sublessor and Sublessee confirm receipt of the pamphlet
entitled "The Law of Real Estate Agency."

14.  Notices

     All notices and demands that may or are to be required or permitted to be
given by either party on the other hereunder shall be in writing. All notices
and demands by Sublessor to Sublessee, or by Sublessee to Sublessor, shall be
personally delivered or sent by a nationally recognized private carrier of
overnight mail (e.g. FedEx) or by United States Certified Mail, return receipt
requested and postage prepaid, to the parties at the addresses listed below or
at such other addresses as the parties may designate by notice from time to
time. All notices will be deemed given when received or refused.

     To Sublessor:                   Avenue A, Inc.
                                     The Smith Tower
                                     506 Second Avenue, 9th Floor
                                     Seattle, Washington 98104
                                     Attention: Chief Financial Officer

     To Sublessee:                   Open Interface North America, Inc.
                                     The Smith Tower
                                     506 Second Avenue, Suite 400
                                     Seattle, Washington 98104
                                     Attention: C.E.O

15.  Quiet Enjoyment

     Provided that Sublessee is not in default of any term or provision of this
Sublease, Sublessee shall have peaceful and quiet enjoyment of the Premises
without interference from Sublessor or any person or entity claiming by, through
or under Sublessor, including, but not limited to, Landlord.

16.  Attorney's Fees

     If Sublessor or Sublessee shall commence an action against the other
arising out of or in connection with this Sublease, the prevailing party shall
be entitled to recover its costs of suit and reasonable attorney's fees.

                                  Page 8 of 10

<PAGE>

17.  Entire Agreement

     This Sublease, the Exhibits attached hereto and those provisions of the
Master Lease, which are incorporated herein by reference, constitute the entire
agreement between Sublessor and Sublessee with respect to the Premises and may
not be amended or altered except by written agreement executed by both parties.

18.  Binding on Successors

     This Sublease shall bind the parties' heirs, successors, representatives
and permitted assigns.

     IN WITNESS WHEREOF, the parties hereto hereby execute this Sublease as of
the day and year first above written.

SUBLESSOR: AVENUE A, INC.               SUBLESSEE: OPEN INTERFACE NORTH AMERICA,
                                        INC.

By /s/ Michael Vernon                   By /s/ Akemi Sagawa
   ---------------------------             ------------------------------------
Title  C.F.O                            Title  C.E.O
      ------------------------                ---------------------------------

                                  Page 9 of 10

<PAGE>

STATE OF WASHINGTON    )
                       )ss.
COUNTY OF KING         )

     On this 11 day of June, 2002 before me, the undersigned, a Notary Public in
and for the State of Washington, duly commissioned and sworn, personally
appeared MICHAEL VERNON, to me known to be the person who signed as CFO of
Avenue A, Inc. the corporation that executed the within and foregoing
instrument, and acknowledged said instrument to be the free and voluntary act
and deed of said corporation for the uses and purposes therein mentioned, and on
oath stated that he was duly elected, qualified and acting as said officer of
the corporation, that he was authorized to execute said instrument and that the
seal affixed, if any, is the corporate seal of said corporation.

     IN WITNESS WHEREOF I have hereunto set my hand and official seal the day
and year first above written.

                               /s/ Jennie S. Swan
                               ------------------------------------------------
                               NOTARY PUBLIC in and for the State of Washington,
                               residing at Mill Creek, WA
                               My appointment expires: 10.10.05

STATE OF WASHINGTON )
                    ) ss.
COUNTY OF KING      )

     On this 6th day of June, 2002 before me, the undersigned, a Notary Public
in and for the State of Washington, duly commissioned and sworn, personally
appeared Akemi Sagawa, to me known to be the person who signed as CEO of Open
Interface North America, Inc., the corporation that executed the within and
foregoing instrument, and acknowledged said instrument to be the free and
voluntary act and deed of said corporation for the uses and purposes therein
mentioned, and on oath stated that he was duly elected, qualified and acting as
said officer of the corporation, that he was authorized to execute said
instrument and that the seal affixed, if any, is the corporate seal of said
corporation.

     IN WITNESS WHEREOF I have hereunto set my hand and official seal the day
and year first above written.

                               /s/ Catherine L. Basquan
                               ---------------------------
                               NOTARY PUBLIC in and for the State of Washington,
                               residing at Seattle, WA
                               My appointment expires: 3.30.2003

[SEAL OF NOTARY PUBLIC]

                                  Page 10 0f 10

<PAGE>

                                   SMITH TOWER


                                 LEASE AGREEMENT

                                     BETWEEN

                                SAMIS FOUNDATION
                                    Landlord


                                       and

                                 AVENUE A, INC.

                                     Tenant

<PAGE>

                                 LEASE AGREEMENT
                                   SMITH TOWER

THIS LEASE made this 16 day of July, 1999 between Samis Foundation, a
Washington 501(c)(3) non-profit corporation ("Landlord"), and Avenue A, Inc., a
Washington corporation ("Tenant").

As parties hereto, Landlord and Tenant agree:

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

(a)  BUILDING:
          Known as Smith Tower, or such other name as Landlord may designate
from time to time, situated on a portion of the real property more particularly
described in Section 2 hereof, with an address of 506 Second Avenue, Seattle,
Washington 98104.

(b)  PREMISES:
          Consisting of the area on the 4th, 7th, 8th, and 9th floor(s) of the
Building, as outlined on the floor plan(s) attached hereto as Exhibit A,
including tenant improvements, if any, as described in Exhibit B.

(c)  TENANT'S PRO RATA SHARE:
          Landlord and Tenant agree that, for purposes of this Lease, the
rentable area of the Premises is approximately 44,112 square feet, the Building
total is 256,481 square feet, and Tenant's Pro Rata Share of the Building is
approximately 17.1989% (provided, the Premises will be approximately 33,084
square feet and Tenant's Pro Rata Share is 12.8992% until the Premises includes
Floor 4 pursuant to Addendum C). The Premises will be measured per 1996 BOMA
standards upon completion of the Tenant Improvements, and the figures in the
preceding sentence and the monthly rent will be adjusted if needed based on such
measurement.

     In the event a portion of the Building is damaged or condemned or any other
event occurs which alters the rentable area of the Premises or the rentable area
of the Building, Landlord may adjust Tenant's Percentage of the Building to
properly reflect the proportion of the rentable area of the Building (as altered
by such event) which is attributable to the rentable area of the Premises (as
altered by such event).

(d)  BASIC PLANS DELIVERY DATE:
          See Exhibit B.

(e)  FINAL PLANS DELIVERY DATE:
          See Exhibit B.

(f)  COMMENCEMENT DATE:
          October 1, 1999.

(g)  EXPIRATION DATE:
          Five (5) years after the Commencement Date.

(h)  RENT:
          The monthly rental payments shall be:

                    Month 1-6
                    Month 7-12*
                    Month 13-24
                    Month 25-36
                    Month 37-48
                    Month 49-60

                                        1

<PAGE>

         *Rent will be increased to         per month upon occupancy of the 4th
          floor, if earlier than March 1, 2000, per Addendum C, "Expansion of
          Premises," attached - hereto.

Rent shall be adjusted from time to time pursuant to Sections 9 and 10 of the
Lease. Tenant has deposited with Landlord on the date hereof Sixty-two Thousand
Seven Hundred Twenty-one and 75/100 ($62,721.75) to be applied to the first Rent
payment due hereunder.

(i)  SECURITY DEPOSIT:


(j)  BASE YEAR:
          For purposes of this Lease, the Base Year shall be: Calendar year 2000

(k)  LANDLORD'S AND TENANT'S LEASING BROKER/AGENT:
          Washington Partners Corporate Real Estate is the agent of Tenant.
There is no agent of the Landlord.

(1)  PARKING:
          See Addendum D

(m)  NOTICE ADDRESSES:
     Landlord:      Samis Foundation
                    c/o Smith Tower Management Office
                    506 Second Avenue, Suite 310
                    Seattle, WA 98104

     Tenant:        Before Commencement Date:
                    1100 Olive Way, Suite 1270
                    Seattle, WA 98101
                    Attn: V.P. Finance and Administration

                    After Commencement Date:
                    Avenue A, Inc.
                    506 Second Avenue, Suite 900
                    Seattle, WA   98104
                    Attn: V.P., Finance and Administration

(n)  PAYMENT ADDRESS:
                    Samis Foundation
                    208 James Street, Suite C
                    Seattle, WA  98104

(o)  EXHIBITS:
     The following exhibits or riders are made a part of this Lease:

          Exhibit A      Floor Plan of Premises
          Exhibit B      Tenant Improvements (Includes Exhibits B-l & B-2)
          Exhibit C      Rules & Regulations

(p)  ADDENDUMS:
     The following addendums or riders are made a part of this Lease:

          Addendum A          Right of Early Occupancy
          Addendum B          Option to Extend
          Addendum C          Expansion of Premises (Includes Addendum C-1)
          Addendum D          Parking

                                        2

<PAGE>

(q)  PERMITTED USE:
     Offices for data center for internet advertising business, general office
     related thereto, and for no other purpose(s) whatsoever.

2.   PREMISES:

Landlord does hereby lease to Tenant, and Tenant does hereby lease from
Landlord, upon the terms and conditions herein set forth, the Premises described
in Section l(b) hereof as shown on Exhibit A attached hereto and incorporated
herein, together with rights of ingress and egress over common areas in the
Building located on the land ("Land") more particularly described as:

     Lots 5 and 8, Block 2, Town of Seattle, as laid out on claims of C.D. Boren
     and A.A. Denny (commonly known as Boren and Denny's Addition to the City of
     Seattle), according to the plat thereof recorded in Volume 1 of Plats, page
     27, in King County, Washington; EXCEPT that portion of said Lots taken
     for widening of Second Avenue by judgement entered in District Court Cause
     No. 7097 pursuant to Ordinance No. 1107, of the City of Seattle.

3.   COMMENCEMENT AND EXPIRATION DATES:

(a)  COMMENCEMENT DATE:
     Landlord and Tenant shall use their best efforts to complete tenant
improvements in the Premises in accordance with Exhibit B hereto on the date
specified in Section l(f) or as soon thereafter as practicable. The Commencement
Date shall be the date specified in Section l(f).

(b)  DELAYS:
     In the event, due to delays from any cause other than Tenant's failure to
comply with the terms of this Lease, the Premises are not available for
occupancy by Tenant within three (3) months following the date specified in
Section l(f), Tenant may terminate this Lease by written notice to Landlord
given within ten (10) days of said date; provided, however, (i) such three-
month period shall be extended for delays due to causes beyond the reasonable
control of Landlord; and (ii) Tenant has complied with the Work Schedule of
Exhibit B on dates for line items designated "Prepare TI Construction Documents"
and "Approval of TI Construction Documents." Termination under this Section 3(b)
shall be Tenant's sole remedy and Tenant shall have no other rights or claims
hereunder at law or in equity. Landlord shall also have the right to terminate
this Lease within the same time frame provided to Tenant above, so long as the
delay is not caused by Landlord; provided, however, such three-month period
shall be extended for delays due to causes beyond the reasonable control of
Landlord. In any event, this Lease shall terminate if the Premises are not
available for occupancy by Tenant within two (2) years from the date hereof.

(c)  CONFIRMATION OF COMMENCEMENT DATE:
     In the event the Commencement Date is established as a later or earlier
date than the date provided in Section l(f) hereof, Landlord shall confirm the
same to Tenant in writing.

(d)  EXPIRATION DATE:
     This Lease shall expire on the date specified in Section l(g).

4.   ACCEPTANCE OF PREMISES:
     If this Lease shall be entered into prior to the completion of tenant
improvements in the Premises, the acceptance of the Premises by Tenant shall be
deferred until the giving of written notice by Landlord to Tenant of the
completion of such construction. Within five (5) business days ("Inspection
Period") after Landlord gives such notice, Tenant shall make such inspection of
the Premises as Tenant deems appropriate. At Landlord's or Tenant's request,
Landlord's representative shall accompany Tenant in making Tenant's inspection.
Except as otherwise specified by Tenant in writing to Landlord within
seventy-two hours after the close of the Inspection Period, and except for
latent defects not reasonably observable by Tenant, Tenant shall be deemed to
have accepted the Premises at the end of the Inspection Period. If, as a result
of such inspection, Tenant discovers minor deviations or variations from the
plans and specifications for

                                        3

<PAGE>

Tenant's improvements which do not materially affect Tenant's use of the
Premises and are of a nature commonly found on a "punch list" (as that term is
used in the construction industry), Tenant shall, during the Inspection Period,
notify Landlord in writing of such deviations. Landlord shall promptly repair
all punch list items. The existence of such punch list items shall not postpone
the Commencement Date of this Lease nor the obligation of Tenant to pay Rent.

5.   RENT AND ADDITIONAL RENT:
     Tenant shall pay Landlord without notice the Rent stated in Section l(h)
hereof and Additional Rent as provided in Section 9 and Section 10 and any other
payments due under this Lease without deduction or offset in lawful money of the
United States in advance on or before the first day of each month at Landlord's
Payment Address set forth in Section l(n) hereof, or to such other party or at
such other place as Landlord may hereafter from time to time designate in
writing. Rent and Additional Rent for any partial month at the beginning or end
of the Lease term shall be prorated in proportion to the number of days in such
month. All amounts which Tenant assumes or agrees to pay to Landlord pursuant to
this Lease shall be deemed Additional Rent hereunder and, in the event of
nonpayment thereof, Landlord shall have all remedies provided for in the case of
nonpayment of Rent.

6.   SECURITY DEPOSIT:
     As security for the performance of this Lease by Tenant, Tenant has paid to
Landlord the Security Deposit as specified in Section l(i) hereof, receipt of
which is hereby acknowledged. Landlord may apply all or any part of the Security
Deposit to the payment of any sum in default or any other sum which Landlord may
in its reasonable discretion deem necessary to spend or incur by reason of
Tenant's default. In such event, Tenant shall, within five (5) days of written
demand therefore by Landlord, deposit with Landlord the amount so applied. The
amount of the Security Deposit then held by Landlord shall be repaid to Tenant
within thirty (30) days after the expiration or sooner termination of this
Lease. Landlord shall not be required to keep any Security Deposit separate from
its general funds and Tenant shall not be entitled to any interest thereon.

7.   PARKING:
     The parking made available by Landlord to Tenant shall be subject to the
reasonable rules and regulations of the parking operator, or the city of Seattle
may publish from time to time. Tenant shall provide Landlord with thirty (30)
days prior written notice of the number of parking stalls required by Tenant, up
to the maximum number specified in Addendum D, and of any changes in those
requirements. Landlord shall provide a security person on Second Avenue and.
James Street to serve as an escort from the Butler Garage and Metro bus stop on
Second Avenue, and another security person at Yesler and Third Avenue for escort
services from the Metro bus stop on Third Avenue and the Metro bus tunnel on
Yesler, or other security arrangements reasonably satisfactory to Landlord and
Tenant.

8.   USES:
     The Premises are to be used only for the purposes specified in Section l(q)
hereof ("Permitted Uses"), and for no other business or purpose without the
prior written consent of Landlord, which consent may be withheld if Landlord, in
its sole discretion, determines that any proposed use is inconsistent, with or
detrimental to the maintenance and operation of the Building as a first-class
office building or is inconsistent with any restriction on use of the Premises,
the Building, or the Land contained in any lease, mortgage, or other instrument
or agreement by which the Landlord is bound or to which any of such property is
subject. Tenant shall not commit any act that will increase the then existing
cost of insurance on the Building without Landlord's consent. Tenant shall
promptly pay upon demand the amount of any increase in insurance costs caused by
any act or acts of Tenant. Tenant shall not commit or allow to be committed any
waste upon the Premises, or any public or private nuisance or other act which
disturbs the quiet enjoyment of any other tenant in the Building or which is
unlawful. Tenant shall not, without the written consent of Landlord, use any
apparatus, machinery or device in or about the Premises

                                        4

<PAGE>

which will cause any substantial noise, vibration or fumes. Tenant shall not
permit smoking in the Premises; Landlord has designated all internal portions of
the Building as a smoke-free zone. If any of Tenant's office machines or
equipment should disturb the quiet enjoyment of any other tenant in the
Building, then Tenant shall provide adequate insulation, or take other action as
may be necessary to eliminate the disturbance. Tenant shall comply with all laws
relating to its use or occupancy of the Premises and shall observe such
reasonable rules and regulations (not inconsistent with the terms of this Lease)
as may be adopted and made available to Tenant by Landlord from time to time for
the safety, care and cleanliness of the Premises or the Building, and for the
preservation of good order therein.

9.   SERVICES AND UTILITIES:

(a)  STANDARD SERVICES:
     Landlord shall maintain the Premises and the public and common areas of the
Building in good order and condition consistent with the operation and
maintenance of a first-class office building in downtown Seattle, Washington.
Landlord shall furnish the Premises with electricity for normal office use,
including lighting and operation of low power usage office machines, water and
elevator service at all times during the term of the Lease. Landlord shall also
provide lamp replacement service for building standard light fixtures, toilet
room supplies, window washing at reasonable intervals, and customary building
janitorial service. No janitorial service shall be provided for Saturdays,
Sundays or legal holidays. The costs of any janitorial or other service provided
by Landlord to Tenant which are in addition to the services ordinarily provided
Building tenants shall be repaid by Tenant as Additional Rent upon receipt of
billings therefor.

(b)  NORMAL BUSINESS HOURS:
     From 7:30 a.m. to 6:00 p.m. on weekdays, and from 7:30 a.m. to noon on
Saturdays, excluding legal holidays ("Normal Business Hours"), Landlord shall
furnish to the Premises heat and air conditioning. If requested by Tenant,
Landlord shall furnish heat and air conditioning at times other than Normal
Business Hours and the actual cost to Landlord of such services as reasonably
calculated by Landlord shall be paid by Tenant as Additional Rent. During other
than Normal Business Hours, Landlord may restrict access to the Building in
accordance with the Building's security system, provided that Tenant shall have
at all times during the term of this Lease (24 hours of all days) reasonable
access to the Premises.

(c)  INTERRUPTION OF SERVICES:
     Landlord shall not be liable for any loss, injury or damage to person or
property caused by or resulting from any variation, interruption, or failure of
any services or facilities provided by Landlord pursuant to this Lease due to
any cause whatsoever. No temporary interruption or failure of such services or
facilities incident to the making of repairs, alterations, or improvements, or
due to accident, strike or conditions or events beyond Landlord's reasonable
control shall be deemed an eviction of Tenant or relieve Tenant from any of
Tenant's obligations hereunder; provided, however, if such interruption or
failure shall continue for five (5) business days, Tenant's Rent hereunder shall
thereafter abate to the extent the Premises are thereby rendered untenantable
for Tenant's normal business operations until such services are restored.
Landlord shall use its best efforts in good faith to minimize any disruption of
Tenant's use of the Premises arising from any interruption or failure of such
services or facilities.

(d)  ADDITIONAL SERVICES:
     The Building mechanical system is designed to accommodate heating loads
generated by lights and equipment using up to 5 watts per square foot. Before
installing lights and equipment in the Premises which in the aggregate exceed
such amount ("Additional Lights/Equipment"), Tenant shall obtain the written
permission of Landlord. Landlord may refuse to grant such permission unless
Tenant shall agree to pay the costs of Landlord for installation of
supplementary air conditioning capacity or electrical systems as necessitated by
such Additional Lights/Equipment.

(e)  ADDITIONAL LIGHTS/EQUIPMENT:
     Tenant desires a dual-power feed to the Premises, but acknowledges Landlord
has informed it the dual-power feed will probably be removed in two (2) years.
Landlord and Tenant agree that if the second power feed is withdrawn from the
Building, Tenant will be permitted to purchase and

                                        5

<PAGE>

install (in a manner and location approved by Landlord) additional battery
back-up for Tenant's operations. If that occurs, Landlord shall reimburse Tenant
up to $20,000 towards Tenant's out-of-pocket costs incurred in purchasing and
installing adequate additional battery back-up within fifteen (15) days after
presentation of Tenant's paid invoice(s) therefor.

(f)  COSTS OF ADDITIONAL SERVICES:
     In addition, Tenant shall in advance, on the first day of each month during
the Lease term, pay Landlord as Additional Rent the reasonable amount estimated
by Landlord as the cost of furnishing electricity for the operation of such
Additional Lights/Equipment and the reasonable amount estimated by Landlord as
the costs of operation and maintenance of supplementary air conditioning units
necessitated by Tenant's use of such equipment or lights. Landlord shall be
entitled to install and operate at Tenant's cost a monitoring/metering system in
the Premises to measure the added demands on electricity, heating, ventilation,
and air conditioning systems resulting from such equipment or lights and from
Tenant's after-hours heating, ventilation and air conditioning service
requirements. Tenant shall comply with Landlord's reasonable instructions for
the use of drapes, blinds and thermostats in the Building.

(g)  YEAR 2000 COMPLIANCE:
     All equipment, products, systems and processes utilized by Landlord in
fulfilling its obligations under this Lease, including without limitation: all
hardware, software and networks shall be fully and effectively Year 2000
compliant.

10.  COSTS OF OPERATIONS AND REAL ESTATE TAXES:

(a)  ADDITIONAL RENT:
     Tenant shall pay as Additional Rent its pro rata share of increases in
taxes and operating costs in excess of taxes and operating costs in the Base
Year ("Base Amounts"). Operating costs for the Base Year and each year
thereafter shall be adjusted to reflect 95% occupancy in the Building. Increases
in taxes and in operating costs over the applicable Base Amounts shall be
determined and shall be payable separately under this Section 10.

(b)  DEFINITIONS:
          (i)       For the purposes of this section, "Taxes" shall mean taxes
and assessments (including special district levies) on real and personal
property payable during any calendar year or fiscal year, based on the actual
assessment period, with respect to the Land, the Building and all property of
Landlord, real or personal, used directly in the operation of the Building and
located in or on the Building, together with any taxes levied or assessed in
addition to or in lieu of any such taxes or any tax upon leasing of the Building
or the rents collected (excluding any net income or franchise tax) ("Taxes").

          Due to the Historic Designation of the Smith Tower, the Building
should qualify for a special tax valuation designation pursuant to the Special
Valuation of Property Act, RCW 84.26, and as a result of this Special Valuation
of Property Act, the Taxes may be reduced below the amount that would be due and
owing if the Building does not qualify for the special tax valuation. This
designation is a material economic element necessary to induce the Landlord to
undertake and finance the rehabilitation of the Building. For the purposes of
this Section 10, the Base Year Taxes and subsequent lease year Taxes shall be
calculated based on full assessed value multiplied by the applicable millage
rate then in effect.

          (ii)      For purposes of this Section, "Operating Costs" or "Costs"
shall mean all expenses of Landlord for maintaining, operating and repairing the
Land and Building and the personal property used in connection therewith,
including without limitation insurance premiums, utilities, customary
management fees of not more than four percent (4%) of the gross rents from the
Building and other expenses which in accordance with generally accepted
accounting and management practices would be considered an expense of
maintaining, operating or repairing the Building ("Operating Costs" or "Costs");
excluding, however, the following:

          Casualties and Condemnations. Costs occasioned by casualties of a
          type, and to the extent, that is covered by a fire and extended
          coverage (all-risk) policy of insurance

                                        6

<PAGE>

          (except any deductibles), or occasioned by the exercise of the power
          of eminent domain.

          Capital Costs. Costs of improvements required to be capitalized in
          accordance with generally accepted accounting principles, except
          Operating Costs shall include amortization of capital improvements (A)
          made subsequent to initial development of the Building which are
          designed with a reasonable probability of improving the operating
          efficiency of the Building, or providing savings in the cost of
          operating the Building; or, (B) which are reasonably responsive to
          requirements imposed with respect to the Building under any amendment
          to any applicable building, health, safety, fire, nondiscrimination,
          or similar law or regulation ("law"), or any new law, or any new
          interpretation of an existing law ("new interpretation"), which
          amendment, law or new interpretation is adopted or arose after the
          Commencement Date of this Lease.

          Reimbursable Expenses. Costs for which Landlord has a right of
          reimbursement from others.

          Construction Defects. Costs to correct any construction defect in the
          Premises or the Building, or to comply with any CC&R, underwriter's
          requirement or law applicable to the Premise or the Building which was
          in effect as of the Commencement Date, except if the construction or
          compliance was obligation of Tenant.

          Interior Improvements. Costs of any renovation, improvement, painting
          or redecorating of any portion of the Building for other Tenants.

          Leasing Expenses. Fees, commissions, attorneys' fees, auditing fees,
          brokerage fees or commissions, and other costs incurred in connection
          with negotiations or disputes with any other current, past, or
          prospective occupant or tenant of the Land or in preparing,
          negotiating or enforcing leases or lease-related documents such as
          guarantees, estoppels, nondisturbance agreements, amendments,
          subleases, assignments, and the like; and costs arising from the
          violation by Landlord or any occupant of the Land (other than Tenant)
          of the terms and conditions of any lease or other agreement, and any
          rental concessions or buyouts or tenant relocations.

          Mortgages. Interest charges and fees incurred on debt, payment on
          mortgages and rent under ground leases; and costs expended in
          connection with any sale, hypothecation, financing, refinancing, or
          ground lease of the Building or Land or of the Landlord's interest
          therein.

          Off-Site Parking. Operating expenses or subsidies paid by Landlord for
          off-site parking (the Building does not have parking in it).

          Reserves and Depreciation. Any depreciation of any of the real or
          personal property associated with the Premises, Building or Land,
          including any leasehold improvements; any reserves for any purpose;
          any bad debt, rent loss, or reserves for bad debt or rent loss.

          Promotion. Advertising, promotional costs, costs related to artwork,
          or market study fees.

          Insurance. Increases in insurance costs caused by the activities of
          any other occupant of the Property.

          Hazardous Materials. Costs incurred to remove or remediate any
          hazardous material from the Building or Land unless caused by Tenant,
          its employees, agents, contractors, subtenants, or assigns, and any
          judgments, fines, penalties, or other costs incurred in connection
          with any hazardous material exposure or release, except to the to
          extent that the foregoing is caused by the illegal storage, use or
          disposal of the hazardous material in question by Tenant, its
          employees, agents, contractors, subtenant or assigns.

                                        7

<PAGE>

          Management. Wages, salaries, compensation, and labor burden for any
          employee not stationed on the Building on a full-time basis or above
          the level of Landlord's Building manager or nay fee, profit or
          compensation retained by Landlord or its affiliates for management and
          administration of the Building in excess of the management fee which
          Would be charged by an independent professional management service for
          operation of comparable projects in the vicinity; and Landlord's
          general overhead or any other expense not directly related to the
          Building or the Land.

          Governmental Costs. Any governmental fines, penalties, or interest
          imposed on Landlord unless caused by Tenant, its employees, agents,
          contractors, subtenants, or assigns; any costs related to public
          transportation, transit, or vanpool, unless imposed by governmental
          authority or at the request of Tenant.

          (iii)     "Year" shall mean the calendar year.

(c)  ESTIMATED COSTS:
     At the beginning of each year after the Base Year, Landlord shall furnish
Tenant a written statement of estimated Operating Costs and Taxes for such year;
a calculation of the amount, if any, by which such estimated Operating Costs and
Taxes will exceed the relevant Base Amounts; and a calculation of Tenant's Pro
Rata Share of any such amount. Tenant shall pay one-twelfth (1/12) of that
amount as Additional Rent for each month during the year. If at any time during
the year Landlord reasonably believes that the actual Operating Costs or Taxes
will vary from such estimated Operating Costs or Taxes by more than five percent
(5%), Landlord may by written notice to Tenant revise the estimate for such
year, and Additional Rent for the balance of such year shall be paid based upon
such revised estimates.

(d)  ACTUAL COSTS:
     Within ninety (90) days after the end of each year after the Base Year or
as soon thereafter as practicable, Landlord shall deliver to Tenant a written
statement setting forth Tenant's Pro Rata Share of the actual Operating Costs
and Taxes in excess of the Base Amounts during the preceding year. If the actual
Operating Costs in excess of the Base Amount or actual Taxes in excess of the
Base Amount, or both, exceed the estimates for each paid by Tenant during the
year, Tenant shall pay the amount of such excess to Landlord as Additional Rent
within forty-five (45) days after receipt of such statement. If the actual
Operating Costs in excess of the Base Amount or actual Taxes in excess of the
Base Amount, or both, are less than the amount paid by Tenant to Landlord, then
the amount of such overpayment by Tenant shall be, at Landlord's option,
credited against any amounts owed by Tenant under this Lease, refunded by check
to Tenant, or credited against the next Rent payable by Tenant hereunder.
Notwithstanding any other provision of this Section 10, Tenant shall not receive
any credit or offset against any other amount payable under this Lease to the
extent either actual Operating Costs or Taxes are less than the applicable Base
Amount.

(e)  RECORDS AND ADJUSTMENTS:
     Landlord shall keep records showing all expenditures made in connection
with Operating Costs and Taxes, and such records shall be available for
inspection by Tenant for a period of one hundred twenty (120) days after receipt
of the statement of actual costs ("Record Review Period"); Landlord and Tenant
agree the results of any such audit or review shall remain confidential. Tenant
hereby waives any right to any adjustment of sums paid under this Section 10
unless a claim in writing specifying the reasons therefor is delivered to
Landlord no later than sixty (60) days after the Record Review Period for the
year for which the sums were paid. Operating Costs and Taxes shall be prorated
for any portion of a year at the beginning or end of the term of this Lease.
Notwithstanding this Section 10, the Rent payable by Tenant shall in no event be
less than the Rent specified in Section l(h)hereof.

(f)  PERSONAL PROPERTY TAXES:
     Tenant shall pay all personal property taxes with respect to property of
Tenant located on the Premises or in the Building. "Property of Tenant" shall
include all improvements which are paid for by Tenant and "personal property
taxes" shall include all property taxes assessed against the property of Tenant,
whether assessed as real or personal property.

                                        8

<PAGE>

11.  CARE OF PREMISES:
     Landlord shall perform all normal maintenance and repairs reasonably
determined by Landlord as necessary to maintain the Premises and the Building as
a first-class office building; provided that Landlord shall not be required to
maintain or repair any property of Tenant or any appliances (such as
refrigerators, water heaters, microwave ovens, and the like) which are part of
the Premises. Tenant shall take good care of the Premises. Tenant shall not make
any alterations, additions or improvements ("Alterations") in or to the
Premises, or make changes to locks on doors, or add, disturb or in any way
change any plumbing or wiring ("Changes") without first obtaining the written
consent of Landlord and, where appropriate, in accordance with plans and
specifications reasonably approved by Landlord. As a condition to its approval
imposed at the time such approval is given, Landlord may require Tenant to
remove such Alterations or Changes upon the expiration or earlier termination of
the Term and to restore the Premises to the condition they were in prior to such
Alterations or Changes, including restoring any damage resulting from such
removal, all at Tenant's Expense; provided, however, that Tenant shall not be
required to remove Tenant's initial Tenant Improvements made pursuant to Exhibit
B. Any Alterations or Changes required to be made to Tenant's Premises by any
amendment to any applicable building, health, safety, fire, nondiscrimination,
or similar law or regulation ("law"), or any new law shall be made at Tenant's
sole expense and shall be subject to the prior written consent of Landlord;
provided, however, any such alterations or changes that constitute a Capital
Cost that may be included in Operating Costs pursuant to Section 10(b)(ii) above
shall not be Tenant's sole expense, but shall be included in Operating Costs.
Tenant shall reimburse Landlord for any reasonable sums expended for examination
and approval of the architectural and mechanical plans and specifications of the
Alterations and Changes and direct costs reasonably incurred during any
inspection or supervision of the Alterations or Changes. All damage or injury
done to the Premises or Building by Tenant or by any persons who may be in or
upon the Premises or (with respect to damage to the Building) by Tenant
officers, employees, contractors, agents, invitees or licensees, including but
not limited to the cracking or breaking of any glass of windows and doors, shall
be paid for by Tenant. Landlord shall cooperate with Tenant to the extent
reasonably possible to schedule janitorial service to the Premises between the
hours of 6:00 p.m. and 8:00 p.m.

12.  ACCESS:
     Tenant shall permit Landlord and its agents to enter into and upon the
Premises upon prior notice that is reasonable under the circumstances and
(except in case of an emergency) during Normal Business Hours and a
representative of Tenant has right to accompany Landlord (as a condition of such
entry) for the purpose of inspecting the same or for the purpose of cleaning,
repairing, altering or improving the Premises or the Building. Upon reasonable
notice, Landlord shall have the right to enter the Premises for the purpose of
showing the Premises to prospective tenants within the period of one hundred
eighty (180) days prior to the expiration or sooner termination of the Lease
term.

13.  DAMAGE OR DESTRUCTION:

(a)  DAMAGE AND REPAIR:
     If the Building is damaged by fire or any other cause to such extent that
the cost of restoration, as reasonably estimated by Landlord, will equal or
exceed thirty percent (30%) of the replacement value of the Building (exclusive
of foundations) just prior to the occurrence of the damage, or if insurance
proceeds sufficient for restoration are for any reason unavailable and the cost
to repair estimated by Landlord is over $100,000, then Landlord may no later
than the sixtieth day following the damage, give Tenant a notice of election to
terminate this Lease. If the Premises are substantially damaged, and if they
cannot be substantially repaired within 180 days as estimated by Landlord,
Tenant or Landlord has the right to cancel this Lease by giving notice within
thirty (30) days of the damage. In the event of such election, this Lease shall
be deemed to terminate on the thirtieth (30th) day after the giving of said
notice, and Tenant shall surrender possession of the Premises within a
reasonable time thereafter, and the Rent and Additional Rent

                                        9

<PAGE>

shall be apportioned as of the date of said surrender and any Rent and
Additional Rent paid for any period beyond such date shall be repaid to Tenant.
If the cost of restoration as estimated by Landlord shall amount to less than
thirty percent (30%) of said replacement value of the Building, and insurance
proceeds sufficient for restoration are available, or if Landlord does not elect
to terminate this Lease, Landlord shall restore the Building and the Premises
(to the extent of improvements to the Premises originally provided by Landlord
hereunder) with reasonable promptness, subject to delays beyond Landlord's
control and delays in the making of insurance adjustments by Landlord, and
Tenant shall have no right to terminate this Lease except as herein provided. To
the extent that the Premises are rendered untenantable, the Rent and Additional
Rent shall proportionately abate, only to the extent such abatement is of the
type covered by a standard policy of rental loss insurance to compensate
Landlord for such loss. No damages, compensation or claim shall be payable by
Landlord for inconvenience, loss of business or annoyance arising from any
repair or restoration of any portion of the Premises or of the Building.
Landlord shall use its best efforts to effect such repairs promptly.

(b)  DESTRUCTION DURING LAST YEAR OF TERM:
     In case the Building shall be substantially destroyed by fire or other
cause at any time during the last twelve months of the term of this Lease,
either Landlord or Tenant may terminate this Lease upon written notice to the
other party hereto given within sixty (60) days of the date of such destruction.

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

14.  WAIVER OF SUBROGATION:
     Whether a loss or damage is due to the negligence of either Landlord or
Tenant, their agents or employees, or any other cause, Landlord and Tenant do
each hereby release and relieve the other, their agents or employees, from
responsibility for, and waive their entire claim of recovery (by way of
subrogation or otherwise) for (i) any loss or damage to the real or personal
property of either, or of any third party, located anywhere in the Building or
on the Land, including the Building itself, arising out of or incident to the
occurrence of any of the perils which would be covered by a fire and extended
coverage (all risk) policy of insurance, and (ii) any loss resulting from
business interruption at the Premises or loss of rental income from the
Building, arising out of or incident to the occurrence of any of the perils
which are of the type covered by a standard business interruption insurance
policy or loss of rental income insurance policy. Each party shall use best
efforts to cause its insurance carriers to consent to the foregoing waiver of
rights of subrogation against the other party.

15.  INDEMNIFICATION:
     (a)  Tenant shall indemnify and hold Landlord harmless from and against
liabilities, damages, losses, claims, and expenses, including attorneys fees,
arising from any act, omission, or negligence of Tenant or its officers,
contractors, licensees, agents, employees, clients or customers in or about the
Building or Premises or arising from any breach or default under this Lease by
Tenant. The foregoing provisions shall not be construed to make Tenant
responsible for loss, damage, liability or expense resulting from injuries to
third parties caused by the negligence of Landlord, or its officers,
contractors, licensees, agents, employees, clients or customers or other tenants
of the Building.

     (b)  Landlord shall indemnify and hold Tenant harmless from and against all
liabilities, damages, losses, claims, and expenses, including attorneys' fees
arising from any act, omission, or negligence of Landlord or its officers,
contractors, licensees, agents, employees, clients, or customers in or about the
Building or Premises, or arising from any breach or default under this Lease by
Landlord. Except as provided in the foregoing sentence, Landlord shall not be
liable for

                                       10

<PAGE>

any loss or damage to persons or property sustained by Tenant or other persons,
which may be caused by theft, or by any act or neglect of Tenant or any other
tenant or occupant of the Building or any third parties. Except as provided in
the foregoing sentence, in no event shall Landlord be liable to Tenant for any
damage to the Premises or for any loss, damage or injury to any property therein
or thereon occasioned by bursting, rupture, leakage or overflow of any plumbing,
or other pipes (including, without limitation, water, steam and/or refrigerant
lines), sprinklers, tanks, drains, drinking fountains or washstands or other
similar cause in, above, upon or about the Premises or the Building.

16.  INSURANCE:

(a)  LIABILITY INSURANCE:
     Tenant shall, throughout the term of this Lease and any renewal hereof, at
its own expense, keep and maintain in full force and effect, a policy of
commercial general liability (occurrence form) insurance, including contractual
liability insuring Tenant's activities upon, in or about the Premises or the
Building against claims of bodily injury of death or property damage or loss
with a combined single limit of not less than One Million Dollars ($1,000,000)
per occurrence and Three Million Dollars ($3,000,000) in the aggregate. Landlord
and the Building manager shall be named as an additional insureds.

(b)  PROPERTY INSURANCE:
     Tenant shall, throughout the term of this Lease and any renewal thereof, at
its own expense, keep and maintain in full force and effect, what is commonly
referred to as "All Risk" or "Special" coverage insurance (excluding earthquake
and flood) on Tenant's Leasehold Improvements in an amount not less than one
hundred percent (100%) of the replacement value thereof. As used in this Lease,
"Tenant's Leasehold Improvements" shall mean any alterations, additions or
improvements installed in or about the Premises by or with Landlord's permission
or otherwise permitted by this Lease, whether or not the cost thereof was paid
for by Tenant.

(c)  INSURANCE POLICY REQUIREMENTS:
     All insurance required under this Section 16 shall be with companies rated
AV or better by A.M. Best or otherwise reasonably approved by Landlord. No
insurance policy required under this Section 16 shall be cancelled or reduced in
coverage except after thirty (30) days prior written notice to Landlord, except
after ten (10) days prior written notice to Landlord in the case of non-
payment of premium.

(d)  CERTIFICATE OF INSURANCE:
     Tenant shall deliver to Landlord prior to the Commencement Date, and from
time to time thereafter, copies of policies of such insurance or certificates
evidencing the existence and amounts of same and evidencing Landlord and the
Building manager as additional insureds thereunder. In no event shall the limits
of any insurance policy required under this Section 16 be considered as limiting
the liability of Tenant under this Lease.

(e)  PRIMARY POLICIES:
     All policies required under Section 16(a) shall be written as primary
policies and not contributing to or in excess of any coverage Landlord may
choose to maintain.

17.  ASSIGNMENT AND SUBLETTING:

(a)  ASSIGNMENT OR SUBLEASE:
     Tenant shall not assign, mortgage, encumber or otherwise transfer this
Lease nor sublet the whole or any part of the Premises without in each case
first obtaining Landlord's prior written consent, such consent is not to be
unreasonably withheld, conditioned, or delayed except: (1) Landlord may withhold
its consent if (i) in Landlord's judgment the nature of the proposed occupant,
its business, experience or reputation in the community is not consistent with
the maintenance or operation of a first-class office building, or (ii) the
nature of the proposed occupant

                                       11

<PAGE>

or its business is likely to cause disturbance to the normal use and occupancy
of the Building; (2) Landlord may withhold in its absolute and sole discretion
consent to any mortgage, hypothecation, pledge, or other encumbrance of any
interest in this Lease or the Premises by Tenant or any subtenant; (3) Landlord
may withhold its consent to the extent it deems necessary to comply with any
restriction on use of the Premises, the Building, or the Land contained in any
applicable laws or in any lease, mortgage, or other agreement or instrument by
which the Landlord is bound or to which any of such property is subject;
provided, however, that Landlord shall provide to Tenant a complete and accurate
copy of the applicable portions of such agreement or instrument.

     No such assignment, subletting or other transfer shall relieve Tenant of
any liability under this Lease. Consent to any such assignment, subletting or
transfer shall not operate as a waiver of the necessity for consent to any
subsequent assignment, subletting or transfer. No subtenant may assign its
sublease without Landlord's consent. Each request for an assignment or
subletting must be accompanied by a Processing Fee of $500 in order to reimburse
Landlord for expenses, including attorneys fees, incurred in connection with
such request ("Processing Fee"). Tenant shall provide Landlord with copies of
all assignments, subleases and assumption instruments.

     Tenant may without Landlord's prior consent assign this Lease, in whole or
in part, and may lease all or any part of the Premises, to (a) a parent or
subsidiary of Tenant, the entity with which or into which Tenant may merge
(whether or not Tenant is the survivor of that merger), an entity that is
controlled by, controls or is under common control with Tenant, or an entity
which acquires all of Tenant's assets; (b) so long as Tenant (as assignor or
sublessor) is and remains principally and primarily liable for the obligations
of Tenant under this Lease, and any assignee expressly assumes Tenant's
obligations under this Lease by a written assignment provided to Landlord.

     For purposes of this Section 17, the term "control" means the possession,
direct or indirect, of the power to direct or cause the direction of the
management and policies of a person or entity, or majority ownership of any
sort, whether through the ownership of voting securities, by contract or
otherwise.

(b)  TENANT TRANSFER OF LEASE:
     Except as to assignments, subleases or other transfers not requiring
Landlord's consent as set forth above, if a Tenant is a corporation,
partnership, or any other entity, any transfer of this Lease by merger,
consolidation or liquidation, or any change in the ownership of or power to vote
a majority of its outstanding voting stock, partnership interests, or other
ownership interests, shall constitute .an assignment for the purpose of this
Section, except this provision shall not apply to publicly traded stock. If
Tenant is a partnership, conversion of Tenant to a limited liability company or
partnership or to a corporation (or to another entity by which the parties in
Tenant would be relieved of liability to any creditors of Tenant) shall
constitute an assignment for purposes of this Section. An assignment or sublease
to an affiliate or subsidiary of tenant shall not constitute a transfer.

(d)  ASSIGNEE OBLIGATIONS:
     As a condition to Landlord's approval, any potential assignee otherwise
approved by Landlord shall assume in writing all obligations of Tenant under
this Lease and shall be jointly and severally liable with Tenant for rental and
other payments and performance of all terms, covenants and conditions of this
Lease.

(e)  SUBLESSEE OBLIGATIONS:
     Any sublessee shall assume all obligations of Tenant as to that portion of
the Premises which is subleased and shall be jointly and severally liable with
Tenant for rental and other payments and performance of all terms, covenants,
and conditions of this Lease with respect to such portion of the Premises.

                                       12

<PAGE>

18.  SIGNS:

     Tenant shall not place or in any manner display any sign, graphics, or
other advertising matter anywhere in or about the Premises or the Building at
places visible (either directly or indirectly) from anywhere outside the
Premises without first obtaining Landlord's written consent thereto, such
consent to be at Landlord's sole discretion. Any such consent by Landlord shall
be upon the understanding and condition that Tenant shall remove the same at the
expiration or sooner termination of this Lease and Tenant shall repair any
damage to the Premises or the Building caused thereby. Landlord shall not
unreasonably withhold its consent to normal Tenant signage within the Premises
which is consistent in Landlord's opinion with the Building's image and signage
and graphics program. Signage other than Building directory or building standard
elevator lobby directory signage is at Tenant's sole expense.

19.  LIENS AND INSOLVENCY:

(a)  LIENS:
     Tenant shall keep its interest in this Lease, the Premises, the Land and
the Building free from any liens arising out of any work performed and materials
ordered or obligations incurred by or on behalf of Tenant and hereby indemnifies
and holds Landlord harmless from any liability from any such lien, including
without limitation liens arising from the work performed pursuant to Section IV
of Exhibit B hereto. In the event any lien is filed against the Building, the
Land or the Premises by any person claiming by, through or under Tenant, Tenant
shall, upon request of Landlord and at Tenant's expense, immediately cause such
lien to be released of record or furnish to Landlord a bond, in form and amount
and issued by a surety reasonably satisfactory to Landlord, indemnifying
Landlord, the Land and the Building against all liability, costs and expenses,
including attorneys fees, which Landlord may incur as a result thereof. Provided
that such bond has been furnished to Landlord, Tenant, at its sole cost and
expense and after written notice to Landlord, may contest, by appropriate
proceedings conducted in good faith and with due diligence, any lien,
encumbrance or charge against the Premises arising from work done or materials
provided to or for Tenant, if, and only if, such proceedings suspend the
collection thereof against Landlord, Tenant and the Premises and neither the
Premises, the Building nor the Land nor any part thereof or interest therein is
or will be in any danger of being sold, forfeited or lost.

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

20.  DEFAULT:

(a)  CUMULATIVE REMEDIES:
     All rights of Landlord herein enumerated shall be cumulative, and none
shall exclude any other right or remedy allowed by law. In addition to the other
remedies provided in this Lease, Landlord shall be entitled to restrain by
injunction the violation or threatened violation of any of the covenants,
agreements or conditions of this Lease.

(b)  TENANT'S RIGHT TO CURE:
     Tenant shall have a period of three (3) business days from the date of
written notice from Landlord to Tenant within which to cure any default in the
payment of Rent, Additional Rent and other sums due hereunder. Tenant shall have
a period of twenty (20) days from the date of written notice from Landlord to
Tenant within which to cure any other default hereunder; provided, however, that
with respect to any such default capable of being cured by Tenant which cannot
be cured within twenty (20) days, the default shall not be deemed to be uncured
if Tenant commences to cure within twenty (20) days and for so long as Tenant is
diligently pursuing the cure thereof.

                                       13

<PAGE>

(c)  ABANDONMENT:

     Abandonment shall be defined as an absence from the Premises of five (5)
days or more while Tenant is in default or Landlord otherwise reasonably
determines that Tenant has abandoned the Premises and its interest under this
Lease. Any abandonment by Tenant shall be considered a default with no right to
cure, allowing Landlord to re-enter the Premises as hereinafter set forth.

(d)  LANDLORD'S REENTRY:
     Upon abandonment or an uncured default of this Lease by Tenant, Landlord,
in addition to any other rights or remedies it may have, at its option, may
enter the Premises or any part thereof, and expel, remove or put out Tenant or
any other persons who may be thereon, together with all personal property found
therein; and Landlord may terminate this Lease, or it may from time to time,
without terminating this Lease, relet the Premises or any part thereof for such
term or terms (which may be for a term less than or extending beyond the term
hereof) and at such rental or rentals and upon such other terms and conditions
as Landlord in its sole discretion may deem advisable, with the right to repair,
renovate, remodel, redecorate, alter and change the Premises, Tenant remaining
liable for any deficiency computed as hereinafter set forth. In the case of any
default, reentry and/or dispossession all Rent and Additional Rent shall become
due thereupon, together with such expenses as Landlord may reasonably incur for
attorneys fees, advertising expenses, brokerage fees and/or putting the Premises
in good order or preparing the same for re-rental, together with interest
thereon as provided in Section 37(f) hereof, accruing from the date of any such
expenditure by Landlord. No such re-entry or taking possession of the Premises
shall be construed as an election on Landlord's part to terminate this Lease
unless a written notice of such intention be given to Tenant.

(e)  RELETTING THE PREMISES:
     At the option of Landlord, rents received by Landlord from such reletting
shall be applied first to the payment of any indebtedness from Tenant to
Landlord other than Rent and Additional Rent due hereunder; second, to the
payment of any costs and expenses of such reletting and including, but not
limited to, attorneys fees, advertising fees and brokerage fees, and to the
payment of any repairs, renovations, remodeling, redecoration, alterations and
changes in the Premises; third, to the payment of Rent and Additional Rent due
and to become due hereunder, and, if after so applying said Rents there is any
deficiency in the Rent or Additional Rent to be paid by Tenant under this Lease,
Tenant shall pay any deficiency to Landlord monthly on the dates specified
herein. Any payment made or suits brought to collect the amount of the
deficiency for any month shall not prejudice in any way the right of Landlord to
collect the deficiency for any subsequent month. The failure of Landlord to
relet the Premises or any part or parts thereof shall not release or affect
Tenant's liability hereunder, nor shall Landlord be liable for failure to relet,
or in the event of reletting, for failure to collect the Rent thereof, and in no
event shall Tenant be entitled to receive any excess of net Rents collected over
sums payable by Tenant to Landlord hereunder. Notwithstanding any such reletting
without termination, Landlord may at any time elect to terminate this Lease for
such previous breach and default. Should Landlord terminate this Lease by reason
of any default, in addition to any other remedy it may have, it may recover from
Tenant the then present value of Rent and Additional Rent reserved in this Lease
for the balance of the Term, as it may have been extended, over the then fair
market rental value of the Premises for the same period, plus all court costs
and attorneys fees incurred by Landlord in the collection of the same.

(f)  TRADE FIXTURES:
     Tenant shall have no right to, and Tenant agrees that it will not, remove
any trade fixtures or movable furniture from the Premises (without comparable
replacements) at any time while Tenant is in default hereunder.

21.  PRIORITY:
     (a)  This Lease shall be subordinate to any first mortgage or deed of trust
(and any other mortgage or deed of trust upon the written election of Landlord)
now existing or hereafter placed upon the Land, the Building or the Premises,
created by or at the instance of Landlord, and to any and all advances to be
made thereunder and to interest thereon and all modifications, renewals and
replacements or extensions thereof ("Landlord's Mortgage"); provided, however,
that

                                       14

<PAGE>

notwithstanding any such subordination, as long as Tenant performs its
obligations under this Lease, no foreclosure of, deed given in lieu of
foreclosure of, or sale under, any mortgage or deed of trust, and no steps or
procedures taken under such mortgage or deed of trust, shall affect Tenant's
rights under this Lease or disturb Tenant's peaceful possession of the Premises.

     (b)  Upon request Tenant shall attorn to the Holder of any Landlord's
Mortgage or any person or persons purchasing or otherwise acquiring the Land,
Building or Premises at any sale or other proceeding under any Landlord's
Mortgage. Tenant shall properly execute, acknowledge and deliver instruments
which the holder of any Landlord's Mortgage may reasonably require to effectuate
the provisions of this Section.

22.  SURRENDER OF POSSESSION:
     Subject to the terms of Section 13 relating to damage and destruction, upon
expiration of the term of this Lease, whether by lapse of time or otherwise,
Tenant shall promptly and peacefully surrender the Premises to Landlord in as
good condition as when received by Tenant from Landlord or as thereafter
improved (subject to Tenant's obligation to remove any Alterations or Changes if
requested by Landlord pursuant to Section 11, above), reasonable use and wear
and tear and damage from fire and other casualty not required to be repaired by
Tenant, and from condemnation, excepted.

23.  REMOVAL OF PROPERTY:
     Tenant shall, prior to the expiration or earlier termination of this Lease,
remove all of its movable personal property, telephone, data and computer
cabling, and trade fixtures paid for by Tenant at the expiration or earlier
termination of this Lease, and shall pay Landlord any damages for injury to the
Premises or Building resulting from such removal. All other improvements and
additions to the Premises shall thereupon become the property of Landlord.

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

25.  HOLDOVER:
     If Tenant shall, with the written consent of Landlord, hold over after the
expiration of the term of this Lease, such tenancy shall be deemed a
month-to-month tenancy, which tenancy may be terminated as provided by
applicable law. During such tenancy, except as otherwise agreed in writing by
the parties, Tenant agrees to pay to Landlord the greater of (a) the then quoted
rates for similar space in the Building or (b) one hundred twenty-five percent
(125%) of the Rent and Additional Rent in effect upon the date of such
expiration as stated herein, and to be bound by all of the terms, covenants and
conditions herein specified, so far as applicable. Acceptance by Landlord of
Rent and Additional Rent after such expiration or earlier termination shall not
result in a renewal of this Lease. The foregoing provisions of this Section 25
are in addition to and do not affect Landlord's right of re-entry or any rights
of Landlord hereunder or as otherwise provided by law. If Tenant shall hold over
after the expiration or earlier termination of this Lease without the written
consent of Landlord, such occupancy shall be deemed an unlawful detainer of the
Premises subject to the applicable laws of the state in which the Building is
located and, in addition, Tenant shall be liable for any costs, damages, losses
and expenses incurred by Landlord as a result of Tenant's failure to surrender
the Premises in accordance with this Lease.

                                       15

<PAGE>

26.  CONDEMNATION:

(a)  ENTIRE TAKING:
     If all of the Premises or such portions of the Building as may be required
for the reasonable use of the Premises, are taken by eminent domain, this Lease
shall automatically terminate as of the date title vests in the condemning
authority and all Rent, Additional Rent and other payments shall be paid to that
date.

(b)  CONSTRUCTIVE TAKING OF ENTIRE PREMISES:
     In the event of a taking of a material part of but less than all of the
Building, where Landlord shall reasonably determine that the remaining portions
of the Premises cannot be economically and effectively used by it (whether on
account of physical, economic, aesthetic or other reasons), or if, in the
opinion of Landlord, the Building should be restored in such a way as to alter
the Premises materially, Landlord shall forward a written notice to Tenant of
such determination not more than sixty, (60) days after the date of taking. The
term of this Lease shall expire upon such date as Landlord shall specify in such
notice but not earlier than the taking of possession pursuant to the taking.

(c)  PARTIAL TAKING:
     In case of taking of a part of the Premises, or a portion of the Building
not required for the reasonable use of the Premises, then this Lease shall
continue in full force and effect and the Rent shall be equitably reduced based
on the proportion by which the floor area of the Premises is reduced, such Rent
reduction to be effective as of the date title to such portion vests in the
condemning authority. If a portion of the Premises shall be so taken which
renders the remainder of the Premises unsuitable for continued occupancy by
Tenant under this Lease. Tenant may terminate this Lease by written notice to
Landlord within sixty (60) days after the date of such taking and the term of
this Lease shall expire upon such date as Tenant shall specify in such notice
not earlier than thirty (30) days after the date of such notice.

(d)  AWARDS AND DAMAGES:
     Landlord reserves all rights to damages to the Premises for any partial,
constructive, or entire taking by eminent domain, and Tenant hereby assigns to
Landlord any right Tenant may have to such damages or award, and Tenant shall
make no claim against Landlord or the condemning authority for damages for
termination of the leasehold interest or interference with Tenant's business.
Tenant shall have the right, however, to claim and recover from the condemning
authority compensation for any loss to which Tenant may be put for Tenant's
moving expenses, business interruption or taking of Tenant's personal property
and leasehold improvements paid for by Tenant (not including Tenant's
leasehold interest) provided that such damages may be claimed only if they are
awarded separately in the eminent domain proceedings and not out of or as part
of the damages recoverable by Landlord.

27.  NOTICES:
     All notices under this Lease shall be in writing and delivered in person or
sent by registered or certified mail, or nationally recognized courier (such as
Federal Express, DHL, etc.), postage prepaid, to Landlord and to Tenant at the
Notice Addresses provided in Section l(m) and to the holder of any mortgage or
deed of trust at such place as such holder shall specify to Tenant in writing;
or such other addresses as may from time to time be designated by any such party
in writing. Notices mailed as aforesaid shall be deemed given on the date of
such mailing.

28.  COSTS AND ATTORNEYS FEES:
     If Tenant or Landlord shall bring any action for any relief against the
other, declaratory or otherwise, arising out of this Lease, including any suit
by Landlord for the recovery of Rent, Additional Rent or other payments
hereunder or possession of the Premises, the losing party shall pay the
substantially prevailing party a reasonable sum for attorneys fees in such suit,
at trial and on appeal, and such attorneys fees shall be deemed to have accrued
on the commencement of such action.

                                       16

<PAGE>

29.  LANDLORD'S LIABILITY:
     Notwithstanding anything to the contrary contained in this Lease, the
liability of Landlord (and of any successor Landlord hereunder) to Tenant shall
be limited to the interest of the Building, and Tenant agrees to look solely to
Landlord's interest in the Building for the recovery of any judgment or award
against the Landlord, it being intended that neither Landlord nor any member,
principal, partner, shareholder, officer, director or beneficiary of Landlord
shall be personally liable for any judgment or deficiency. Tenant hereby
covenants that, prior to the filing of any suit for an alleged default by
Landlord hereunder, it shall give Landlord and all mortgagees whom Tenant has
been notified hold mortgages or deed of trust liens on the Land, Building or
Premises notice and reasonable time to cure such alleged default by Landlord.

30.  ESTOPPEL CERTIFICATES:
     Tenant shall, from time to time, upon written request of Landlord, execute,
acknowledge and deliver to Landlord or its designee a written statement prepared
by Landlord stating: The date this Lease was executed and the date it expires;
the date the term commenced and the date Tenant accepted the Premises; the
amount of minimum monthly Rent and the date to which such Rent has been paid;
and certifying to the extent true: That this Lease is in full force and effect
and has not been assigned, modified, supplemented or amended in any way (or
specifying the date and terms of agreement so affecting this Lease); that this
Lease represents the entire agreement between the parties as to this leasing;
that all conditions under this Lease to be performed by Landlord have been
satisfied; that all required contributions by Landlord to Tenant on account of
Tenant's improvements have been received; that on this date there are no
existing claims, defenses or offsets which Tenant has against the enforcement of
this Lease by Landlord; that the security deposit is as stated in the Lease; and
such other matters concerning the status of this Lease as Landlord may
reasonably request. It is intended that any such statement delivered pursuant to
this paragraph may be relied upon by a prospective purchaser of Landlord's
interest or the holder of any mortgage upon Landlord's interest in the Building.
If Tenant shall fail to respond within twenty (20) days of receipt by Tenant of
a written request by Landlord as herein provided, Tenant shall be deemed to have
given such certificate as above provided without modification and shall be
deemed to have admitted the accuracy of any information supplied by Landlord to
a prospective purchaser or mortgagee and that this Lease is in full force and
effect, that there are no uncured defaults in Landlord's performance, that the
security deposit is as stated in the Lease, and that not more than one month's
Rent has been paid in advance.

31.  TRANSFER OF LANDLORD'S INTEREST:
     In the event of any transfers of Landlord's interest in the Premises or in
the Building, other than a transfer for security purposes only, then upon
assumption by the transferee of Landlord's obligations under this Lease, the
transferor shall be automatically relieved of any and all obligations and
liabilities on the part of Landlord accruing from and after the date of such
transfer and such transferee shall have no obligation or liability with respect
to any matter occurring or arising prior to the date of such transfer. Tenant
agrees to attorn to the transferee.

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

                                       17

<PAGE>

33.  QUIET ENJOYMENT:
     Tenant shall have the right to the peaceable and quiet use and enjoyment of
the Premises, subject to the provisions of this Lease, as long as Tenant is not
in default hereunder.

34.  AUTHORITY:
     If Tenant is a corporation, limited liability company, limited liability
partnership or limited or general partnership, each individual executing this
Lease on behalf of Tenant represents and warrants that he or she is duly
authorized to execute and deliver this Lease on behalf of Tenant, in accordance
with a duly adopted resolution or consents of all appropriate persons or
entities required therefor and in accordance with the formation documents of
Tenant, and that this Lease is binding upon Tenant in accordance with its terms.
At Landlord's request, Tenant shall, prior to execution of this Lease, deliver
to Landlord a copy of a resolution or consent, certified by an appropriate
officer, partner or manager of Tenant authorizing or ratifying the execution of
this Lease.

35.  HAZARDOUS MATERIALS:

(a)  TENANT OBLIGATIONS:
          (i)  Tenant shall not dispose of or otherwise allow the release of any
hazardous waste or materials in, on or under the Premises or the Building, or
any adjacent property, or in any improvements placed on the Premises, except
only ordinary and general office supplies typically used in first-class downtown
office buildings and only in such quantities or concentrations as allowed under
applicable laws, rules and regulations . Tenant represents and warrants to
Landlord that Tenant's intended use of the Premises does not involve the use,
production, disposal or bringing on to the Premises of any hazardous waste or
materials, except only ordinary and general office supplies typically used in
first-class downtown office buildings and only in such quantities or
concentrations as allowed under applicable laws, rules and regulations. As used
in this Section, the term "hazardous waste or materials" includes any substance,
waste or material defined or designated as hazardous, toxic or dangerous (or any
similar term) pursuant to any statute, regulation, rule or ordinance now or
hereafter in effect. Tenant shall promptly comply with all such statutes,
regulations, rules and ordinances, and if Tenant fails to so comply Landlord
may, after reasonable prior notice to Tenant (except in case of emergency)
effect such compliance on behalf of Tenant. Tenant shall immediately reimburse
Landlord for all costs incurred in effecting such compliance.

          (ii) Tenant agrees to indemnify and hold harmless Landlord against any
and all losses, liabilities, suits, obligations, fines, damages, judgements,
penalties, claims, charges, cleanup costs, remedial actions, costs and expenses
(including, without limitation, consultant fees, attorneys' fees and
disbursements) which may be imposed on, incurred or paid by Landlord, or
asserted in connection with (i) any misrepresentation, breach of warranty or
other default by Tenant under this Section 35, or (ii) the acts or omissions of
Tenant, or any subtenant or other person for whom Tenant would otherwise be
liable, resulting in the release of any hazardous waste or materials.

(b)  LANDLORD OBLIGATIONS:
          Tenant acknowledges that the Premises may contain Hazardous
Substances, and Tenant accepts the Premises and the Building notwithstanding
such Hazardous Substances subject to the provisions of this subparagraph (b). If
Landlord is required by any law to take any action to remove or abate any
Hazardous Substances, or if Landlord deems it necessary to conduct special
maintenance or testing procedures with regard to any Hazardous Substances, or to
remove or abate any Hazardous Substances, Landlord may take such action or
conduct such procedures at times and in a manner that Landlord deems appropriate
under the circumstances, and Tenant shall permit the same; provided, however,
that Landlord shall minimize any disturbance of Tenant's normal business
operations. If any abatement or removal of such Hazardous Substances is caused
by the act or omission of Tenant, or its Authorized Representative, Tenant shall
bear the cost of such abatement or removal. Landlord, at its sole cost and
expense, will remove the existing floor tiles and other materials which contain
asbestos

                                       18

<PAGE>

or Hazardous Substances from within the Premises to Tenant's reasonable
satisfaction; provided, Tenant acknowledges and agrees that certain items (such
as encapsulated asbestos covering pipes within walls and lead paint on original
doors and trim) will not be removed. Landlord will indemnify Tenant from and
against damage or injury caused by pre-existing Hazardous Substances in the
Building or the premises.

36.  TELECOMMUNICATIONS LINES AND EQUIPMENT:

(a)  LOCATION OF TENANT'S EQUIPMENT AND LANDLORD CONSENT:
     (i)       Tenant may install, maintain, replace, remove and use
communications or computer wires, cables and related devices (collectively, the
"Lines") at the Building in or serving the Premises, only with Landlord's prior
written consent, which consent may not be unreasonably withheld. Tenant shall
locate all electronic telecommunications equipment within the Premises or within
the Building telephone closets or riser spaces, at Tenant's cost. Request for
Landlord's consent shall contain detailed plans, drawings and specifications
identifying all work to be performed, the time schedule for completion of the
work, the identity of the entity that will provide service to the Lines and the
identity of the entity that will perform the proposed work (which entity shall
be subject to Landlord's approval). Landlord shall have a reasonable time in
which to evaluate the request after it is submitted by Tenant.
     (ii)      Landlord will consider the following factors, among others, in
making its determination: (A) the experience, qualifications and prior work
practice of the proposed contractor and its ability to provide sufficient
insurance coverage for its work at the Building; (B) whether or not the proposed
work will interfere with the use of any then existing Lines at the Building; (C)
whether or not an acceptable number of spare Lines and space for additional
Lines shall be maintained for existing and future occupants of the Building; (D)
a requirement that Tenant remove existing abandoned Lines located in or
servicing the Premises, as a condition to permitting the installation of new
lines; (E) whether or not Tenant is in default of any of its obligations under
this Lease; (F) whether the proposed work or resulting Lines will impose new
obligations on Landlord, expose Landlord to liability of any nature or
description, increase Landlord's insurance premiums for the Building, create
liabilities for which Landlord is unable to obtain insurance protection or
imperil Landlord's insurance coverage; (G) whether Tenant's proposed service
provider is willing to pay reasonable monetary compensation for the 'use and
occupation of the Building; and (H) whether the work or resulting Lines would
adversely affect the Land, Building or any space in the Building in any manner.
     (iii)     Landlord's approval of, or requirements concerning, the Lines or
any equipment related thereto, the plans, specifications or designs related
thereto, the contractor or subcontractor, or the work performed hereunder, shall
not be deemed a warranty as to the adequacy thereof, and Landlord hereby
disclaims any responsibility or liability for the same. Landlord disclaims all
responsibility for the condition or utility of the.intra-building network
cabling ("INC") and makes no representation regarding the suitability of the INC
for Tenant's intended use.
     (iv)      If Landlord consents to Tenant's proposal, Tenant shall (A) pay
all costs in connection therewith (including all costs related to new Lines);
(B) comply with all requirements and conditions of this Section; (C) use,
maintain and operate the Lines and related equipment in accordance with and
subject to all laws governing the Lines and equipment. Tenant shall further
insure that (I) Tenant's contractor complies with the provisions of this Section
and Landlord's reasonable requirements governing any work performed; (II)
Tenant's contractor provides all insurance required by Landlord; (III) any work
performed shall comply with all Laws; and (IV) as soon as the work in completed,
Tenant shall submit "as-built" drawings to Landlord.
     (v)       Landlord reserves the right to require that Tenant remove any
Lines located in or serving the Premises which are installed by Tenant in
violation of these provisions, or which are at any time in violation of any laws
or present a dangerous or potentially dangerous condition and were installed by
Tenant within three (3) days after written notice.
     (vi)      Upon Landlord's request, and notwithstanding anything in the
above paragraphs, Tenant shall remove any Lines located in or serving the
Premises and installed by Tenant promptly upon expiration or sooner termination
of this Lease.

                                       19

<PAGE>

(b)  LANDLORD'S RIGHTS:
     Landlord may (but shall not have the obligation to):

     (i)       install new lines at the Building;
     (ii)      create additional space for Lines at the Building; and
     (iii)     direct, monitor and/or supervise the installation, maintenance,
replacement and removal of, the allocation and periodic re-allocation of
available space (if any) for any Lines now or hereafter installed at the
Building by Landlord, Tenant or any other party (but Landlord shall have no
right to monitor or control the information transmitted through such Lines).

(c)  INDEMNIFICATION:
     In addition to any other indemnification obligations under this Lease,
Tenant shall indemnify and hold harmless Landlord and its employees, agents,
officers, and contractors from and against any .and all claims, demands,
penalties, fines, liabilities, settlements, damages, costs or expenses
(including reasonable attorneys' fees) arising out of or in any way related to
the acts and omissions of Tenant, Tenant's officers, directors, employees,
agents, contractors, subcontractors, subtenants, and invitees with respect to:
(i) any Lines or equipment related thereto installed by and serving Tenant in
the Building; (ii) any personal injury (including wrongful death) or property
damage arising out of or related to any Lines or equipment related thereto
installed by and serving Tenant in the Building; (iii) any lawsuit brought or
threatened, settlement reached, or governmental order, fine or penalty relating
to such Lines or equipment related thereto; and (iv) any violations of Laws or
demands of governmental authorities, or any reasonable policies or requirement
of Landlord, which are based upon or in any way related to such Lines or
equipment. This indemnification and hold harmless agreement shall survive the
termination of this Lease.

(d)  LIMITATION OF LIABILITY:
     Except to the extent arising from the gross negligence or willful
misconduct of Landlord or Landlord's agents or employees, Landlord shall have no
liability for damages arising from, and Landlord does not warrant that the
Tenant's use of any Lines will be free from the following (collectively called
"Line Problems"): (I) any shortages, failures, variations, interruptions,
disconnections, loss or damage caused by the installation, maintenance, or
replacement, use or removal of Lines by or for other tenants or occupants at the
Building, by any failure of the environmental conditions or the power supply for
the Building to conform to any requirement of the Lines or any associated
equipment, or any other problems associated with any Lines by any other cause;
(ii) any failure of any Lines to satisfy Tenant's requirements; or (iii) any
eavesdropping or wire-tapping by unauthorized parties. Landlord in no event
shall be liable for damages by reason of loss of profits, business interruption
or other consequential damage arising from any Line Problems. Under no
circumstances shall any Line Problems be deemed an actual or constructive
eviction of Tenant, render Landlord liable to Tenant for abatement of Rent, or
relieve Tenant from performance of Tenant's obligations under this Lease.

(e)  ELECTROMAGNETIC FIELDS:
     If Tenant at any time uses any equipment that may create an electromagnetic
field exceeding the normal insulation ratings of ordinary twisted pair riser
cable or cause radiation higher than normal background radiation, Landlord
reserves the right to require Tenant to appropriately insulate the Lines
therefore (including riser cables) to prevent such excessive electromagnetic
fields or radiation.

37.  GENERAL:

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

(b)  SUCCESSORS AND ASSIGNS:
     All of the covenants, agreements, terms and conditions contained in this
Lease shall inure to and be binding upon the Landlord and Tenant and their
respective, successors and assigns.

(c)  PAYMENT OF BROKERS:
     Landlord shall pay the commissions due those real estate brokers or agents
named in Section l(k). If Tenant has dealt with any other person or real estate
broker with respect to leasing or

                                       20

<PAGE>

renting space in the Building, Tenant shall be solely responsible for the
payment of any fee due said person or firm and Tenant shall indemnify and hold
Landlord harmless against any liability in respect thereto, including Landlord's
attorneys' fees and costs in defense of any such claim.

(d)  ENTIRE AGREEMENT:
     This Lease contains all covenants and agreements between Landlord and
Tenant relating in any manner to the leasing, use and occupancy of the Premises,
to Tenant's use of the Building and other matters set forth in this Lease. No
prior agreements or understanding pertaining to the same shall be valid or of
any force or effect and the covenants and agreements of this Lease shall not be
altered, modified or added to except in writing signed by Landlord and Tenant.

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

(f)  OVERDUE PAYMENTS:
     Tenant acknowledges that a late payment of Rent or other sums due hereunder
will cause Landlord to incur costs not contemplated by this Lease. Such costs
may include, but not be limited, to, processing and accounting charges, and
penalties imposed by terms of any contracts, mortgages or deeds of trust
covering the Building. Therefore, in the event Tenant shall fail to pay any
Rent, Additional Rent or other sums payable by Tenant under this Lease for seven
(7) days after such amount is due, then Tenant shall pay Landlord, as Additional
Rent, a late charge ("Late Charge") equal to 5% of such amount owing, but not in
excess of the highest rate permitted by law. In addition to any Late Charges
which may be incurred hereunder, any Rent, Additional Rent or other sums payable
by Tenant under this Lease which are more than thirty (30) days past due, shall
bear interest at a rate equal to 18% per annum but not in excess of the highest
lawful rate permitted under applicable laws, calculated from the original due
date thereof to the date of payment ("Overdue Fee"); provided, however, the
minimum Overdue Fee shall be $ 100.00.

     In addition, if payments are received by check or draft from Tenant, and
two (2) or more of such checks or drafts are dishonored by the bank or other
financial institution they were drawn upon in any twelve (12) month period,
Landlord may thereafter require all Rent and other payments due hereunder from
Tenant to Landlord to be made by bank cashier's or bank certified check or other
similar means of payment and Landlord shall not be required to accept any checks
or drafts of Tenant which do not comply with such requirements.

(g)  CONSENT AND DISCRETION:
     Whenever the consent of a party to this Lease is required, except where
this Lease expressly provides otherwise, such consent shall not be unreasonably
withheld, conditioned or delayed. Whenever a party exercises its discretion
under the terms of this Lease, except where this Lease provides that such party
shall be entitled to exercise its sole discretion, that discretion shall be
exercised reasonably.

(h)  FORCE MAJEURE:
     Except for the payment of Rent, Additional Rent and other sums payable by
Tenant, time periods for Tenant's or Landlord's performance under any provisions
of this Lease shall be extended for periods of time during which Tenant's or
Landlord's performance is prevented due to circumstances beyond Tenant's or
Landlord's reasonable control.

(i)  RIGHT TO CHANGE PUBLIC SPACES:
     Landlord shall have the right at any time, without thereby creating an
actual or constructive eviction or incurring any liability to Tenant therefor,
to change the arrangement or location of such of the following as are not
contained within the Premises or any part thereof: entrances, passageways, doors
and doorways, corridors, stairs, toilets and other like public service portions
of the Building. Nevertheless, in no event shall Landlord diminish any service,
change the arrangement or location of the elevators serving the Premises, make
any change which shall

                                       21

<PAGE>

diminish the area of the Premises, make any change which shall interfere with
access to the Premises or change the character of the Building from that of a
first-class office building.

(j)  GOVERNING LAW:
     This Lease shall be governed by and construed in accordance with the laws
of the State of Washington.

(k)  BUILDING DIRECTORY:
     Landlord shall maintain in the lobby of Building a directory which shall
include the name of Tenant and any other names reasonably requested by Tenant in
proportion to the number of listings given to comparable tenants of the
Building.

(l)  BUILDING NAME:
     The Building shall be known by such name as Landlord may designate from
time to time.

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

TENANT:        Avenue A, Inc., a Washington corporation

               By:   /s/ Robert M. Littauer
                     -------------------------------
                     Robert M. Littauer
               Its:  Vice President of Finance and Administration

LANDLORD:      Samis Foundation,
               a Washington 501(c)(3) non-profit corporation

               By:   /s/ Eddie I. Hasson
                     -------------------------------
                     Eddie I. Hasson
               Its:  President

                         TENANT CORPORATE ACKNOWLEDGMENT

STATE OF WASHINGTON    )
                       ) ss.
COUNTY OF KING         )

     THIS IS TO CERTIFY that on this 16 day of July 1999, before me, the
undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared Robert M. Littauer, to me known to
be Vice President of Finance and Administration respectively, of Avenue A, Inc.,
the corporation that executed the within and foregoing instrument, and
acknowledged the said instrument to be the free and voluntary act and deed of
said corporation for the uses and purposes therein mentioned, and on oath stated
that they were authorized to execute said instrument, and that the seal affixed,
if any, is the corporate seal of said corporation.
     WITNESS my hand and official seal the day and year in this certificate
first above written.

GIVEN under my hand and official seal the _______ day of ___________, 1999.


                                                    /s/ Patricia E. Baker
                                                    ----------------------------
                                                    SIGNATURE


                                                    ---------------------------
                                                    PRINTED NAME

Notary Public in and for the State of Wash, residing at Seattle

My Commission Expires: 9/9/00

                                       22

<PAGE>

                       LANDLORD CORPORATE ACKNOWLEDGMENTS

STATE OF WASHINGTON )
                    ) ss.
COUNTY OF KING      )

     THIS IS TO CERTIFY that on this 20th day of July, 1999, before me, the
undersigned, a notary public in and for the state of Washington duly
commissioned and sworn, personally appeared Eddie I. Hasson, to me known to be
the President respectively, Samis Foundation, the corporation that executed the
within and foregoing instrument, and acknowledged the said instrument to be the
free and voluntary act and deed of said corporation for the uses and purposes
therein mentioned, and on oath stated that they were authorized to execute said
instrument, and that the seal affixed, if any, is the corporate seal of said
corporation.
     WITNESS my hand and official seal the day and year in this certificate
first above written.
     GIVEN under my hand and official seal of the 20th day of July, 1999.

[SEAL OF NOTARY PUBLIC]
                                                    /s/ Jenny Smalley
                                                    ------------------------
                                                    SIGNATURE

                                                    Jenny Smalley
                                                    ----------------------------
                                                    PRINTED NAME

Notary Public in-and for the state of Washington, residing at Bremerton

My Commission Expires: December 4, 2002

                                       23

<PAGE>

                                  ADDENDUM 'A'

                            RIGHT OF EARLY OCCUPANCY

     This Early Occupancy Addendum ("Addendum")is attached to and made a part
of that certain Lease Agreement (the "Lease") between Samis Foundation, a
Washington 501(c)(3) non-profit corporation ("Landlord ") and Avenue A, Inc., a
Washington corporation ("Tenant"). Defined terms used in this Addendum shall
have the meanings given them in the Lease. In the event of conflict between the
terms of the Lease and the terms of this Addendum, the terms of this Addendum
shall prevail.

     Landlord has agreed to allow Tenant to occupy space in the Building on a
temporary basis while the tenant improvements in the Premises are being
completed, subject to the terms and conditions contained herein. Accordingly, in
consideration of the mutual covenants contained herein, Landlord and Tenant now
agree:

     1.   Tenant, its agents, and contractors shall be allowed access to the
premises seven (7) days prior to the Commencement Date or other designated
occupancy date, as the case may be, with no obligations to pay rent, for the
purpose of planning, measuring and installing improvements such as telephone
systems, computer cabling, etc. Landlord shall approve in writing the items to
be installed, the plan and method of installation, and timing thereof, in
advance. Tenant shall not interfere with Landlord's work taking place in or
about the Premises. Tenant shall defend, indemnify and hold Landlord harmless
from and against any and all damage, claims, causes of action or liability
(including actual attorneys' fees and costs) arising from Tenant's early
occupancy.

                                        1

<PAGE>

                                  ADDENDUM 'B'

                              OPTION TO EXTEND TERM

Tenant is granted the right to extend the term of this lease for a total of one
(1) term of five (5) years, (which shall be referred to herein as "Extension
Period"), on the same terms and conditions (except Rent) as set forth in this
Lease. The right to extend (hereinafter referred to as the "Option") may be
exercised only in the event the Tenant is not in default (past applicable cure
periods) at the time said Option right is exercised, at the time the Extension
Period is to commence, or more than three (3) times during the Term.

In the event Tenant wishes to exercise its Option to Extend, Tenant shall notify
Landlord in writing no later than nine (9) months before the expiration of the
then-lease term. If the above conditions are satisfied, Landlord and Tenant
shall be bound to extend the term of the Lease on the same terms and conditions
as the original Lease, except for the Minimum Monthly Rent, which shall be
Market Rent (as defined herein).

"Market Rent" as used herein shall mean the then prevailing market rental rate
on a level basis (i.e., both lease renewals and new leases) for office space of
comparable quality, design and location in the Seattle Central Business District
market area (I-5 to Elliott Bay, and from Lake Union to Union Station) for
tenants occupying 25,000 square feet or more, taking into consideration the
length of the Option term and tenant improvements paid for by Landlord and
Tenant.

The parties shall negotiate in good faith to establish the Market Rent. If the
parties are unable to agree on Market Rent within thirty (30) days after Tenant
gives Landlord its notice exercising the Option (the "Notice Date"), then the
Market Rent shall be determined by independent appraisers or by arbitration (as
applicable) and each party shall promptly appoint a disinterested, independent
appraiser who is a member of the American Institute of Real Estate Appraisers
(an "Appraiser") and has at least ten (10) years experience appraising office
rental properties in the Puget Sound area. If the Appraisers are unable to reach
agreement about Market Rent within thirty (30) days after the Notice Date, then
either party on notice to the other may request appointment of a single
arbitrator by the American Arbitration Association ("AAA") in accordance with
its then prevailing real estate valuation arbitration rules as modified by this
Section. If the AAA does not appoint an arbitrator meeting the same
qualifications of an Appraiser within thirty (30) days after the request, then
either party may apply to the presiding judge of the King County Superior Court
who, acting in his individual (not judicial) capacity, shall make the
appointment.

Once the arbitrator is appointed, each Appraiser promptly shall submit his
determination of Market Rent to the arbitrator. The arbitrator shall determine
Market Rent (applying the definition stated above) within ten (10) days based
solely on the materials submitted by the Appraisers and the determination shall
not exceed or be less than the Market Rent determinations of the Appraisers.
Each party shall bear the expense of retaining its Appraiser. The fees and
expenses of the arbitrator and other expenses of the arbitration shall be borne
equally by the parties. The arbitrator's determination of Market Rent shall be
final and binding on the parties. Judgment upon the determination of Market Rent
rendered by the arbitrator may be entered in any court having jurisdiction.

                                        2

<PAGE>

                                  ADDENDUM 'C'

                              EXPANSION OF PREMISES

FLOOR 4 TO BE OCCUPIED:
     The Premises shall include the entire fourth floor, as shown on Exhibit A
     as of March 1, 2000. If Tenant occupies any portion of the fourth floor
     prior to March 1, 2000, except pursuant to Addendum A rent and all other
     charges due under this Lease applicable to such space will become due upon
     such occupancy, prorated for partial months, as set forth in Section l(h)
     above.

                                        3

<PAGE>

                                  ADDENDUM 'D'

                                     PARKING

PERMANENT PARKING:

Landlord will make available to Tenant one and one-half (1-1/2) parking stalls
per 1,000 rentable square feet of the Premises at either the Morrison Hotel
Parking Garage (also known as Smith Tower Parking Garage) or the Butler Garage,
at Tenant's election, throughout the term of the Lease at the going market rate.
The Butler Garage will undergo a full remodel and expansion in 2000. Interim
parking will be provided at the Ampco Parking lot across the street from the
Smith Tower or at the Union Station parking lot which is the next stop south on
the bus tunnel.

                                        4

<PAGE>

                                    EXHIBIT A
                         OUTLINE DRAWING OF THE PREMISES

[FLOOR PLAN]

                       THE ABOVE FLOOR PLAN REPRESENTS THE
                        FLOOR PLATE FOR FLOOR 4, 7,8 & 9

<PAGE>

                                    EXHIBIT B
                               TENANT IMPROVEMENTS

                              WORK LETTER AGREEMENT

                                  (Page 1 of 3)

Work Letter Agreement ("Agreement"),dated as of the 16 day of July, 1999, by
and between Samis Foundation, a Washington 501(c)(3) non- profit corporation
("Landlord"), and Avenue A, Inc. a Washington corporation ("Tenant").

Concurrently with the execution of this Agreement, Landlord and Tenant have
entered into a lease ("Lease") covering certain premises ("Premises") more
particularly described in Exhibit A attached to the Lease.

As part of the Lease and the consideration therefore, Landlord and Tenant hereby
agree as follows:

1.   COMPLETION SCHEDULE

          1.1  Attached is a schedule ("Work Schedule") setting forth a
     timetable for the planning and completion of the installation of the
     Tenant Improvements to be constructed in the Premises prior to the
     commencement Date of the Lease. The Work Schedule sets forth each of the
     various items of work to be done by or approval to be given by Landlord and
     Tenant in connection with the completion of the Tenant Improvements. The
     Work Schedule shall be the basis for completing the Tenant Improvement
     work. Landlord and Tenant shall each exert their good faith, reasonable and
     diligent efforts to achieve completion or approval of the matters described
     in the Work Schedule on or before the dates set forth therein; and Landlord
     and Tenant each agree to promptly and diligently respond to all questions
     and concerns raised by architects, engineers and other consultants in
     connection therewith.

2.   TENANT IMPROVEMENTS; TENANT IMPROVEMENT PLANS

          2.1  In this Agreement "Tenant Improvements" shall include all work to
     be done in the Premises, beyond the definition of Building Shell, as
     outlined in Exhibit B-l attached hereto, and pursuant to the Tenant
     Improvements Plans described in and developed in accordance with this
     Section 2, as modified by Tenant pursuant to Section 3. Landlord and Tenant
     shall prepare Schematic Space Plan for the Tenant Improvements in
     accordance with the Work Schedule, upon which Schematic Space Plan,
     Landlord and Tenant shall then prepare the Tenant Improvements construction
     documents, (i.e., final working drawings and specifications for the Tenant
     Improvements) for the approval of Landlord and Tenant in accordance with
     the Work Schedule, which Tenant Improvements construction documents shall
     then constitute the "Tenant Improvements Plans".

          2.2  After determination of the Tenant Improvements Plans, the same
     shall be submitted to the appropriate governmental body for plan checking
     and issuance of necessary permits and approvals. Landlord, with Tenant's
     cooperation, shall cause to be made any changes in the Tenant Improvements
     Plans necessary to obtain such permits and approvals.

          2.3  Tenant agrees to utilize Building Standard materials as set forth
     in Exhibit B-2 attached hereto.

3.   TENANT REQUESTED CHANGES TO TENANT IMPROVEMENTS PLANS

          3.1  After determination of the Tenant Improvements Plans, Tenant may,
     at Tenant's election, request revisions, modifications, changes and
     amendments to the Tenant Improvements Plans; and, subject to Landlord's
     consent and approval, in the exercise of Landlord's reasonable discretion,
     the Tenant Improvements Plans shall be so revised, provided, however, that
     all costs relating to re-design of the Tenant Improvements for such change,
     costs for changes to the Tenant Improvements Plans, additional permitting
     or fees which may be required in connection with such change, and any
     increased Tenant Improvements construction costs shall be paid by Tenant.
     Additionally, delays resulting from any such changes together with the time
     period for the preparation of estimates and review and approval by Landlord
     and Tenant shall constitute a Tenant Delay in accordance with the
     provisions of Section 7 herein. If approved by Landlord, changes to the
     Tenant Improvements Plans shall be evidenced by written change order signed
     by Landlord, Tenant and the construction contractor. Landlord shall have
     the right to decline Tenant's request for a change to the Tenant
     Improvements Plans if such changes are inconsistent with the other
     provisions of this Agreement or if the change would, in Landlord's opinion,
     delay completion of the Tenant Improvements beyond the Commencement Date.

4.   DETERMINATION OF FINAL PRICING

          4.1  After the determination of the Tenant Improvements Plans,
     Landlord shall prepare a final pricing for Tenant's approval in accordance
     with the Work Schedule, taking into account any modifications which may be
     required to reflect changes in the Tenant Improvements Plans required by
     such governmental body in connection with the issuance of permits and
     approvals.

5.   CONSTRUCTION OF TENANT IMPROVEMENTS

          5.1  Landlord shall cause the Tenant Improvements to be substantially
     completed sufficient for the issuance of a temporary certificate of
     occupancy for the Premises on or before the Commencement Date of the Lease
     in accordance with the provisions set forth in this Work Letter. Landlord
     shall supervise the completion of such work and shall use diligent efforts
     to secure substantial completion of the work in accordance with the Work
     Schedule. The cost of such work shall be paid as provided in Section 6.

          5.2  In connection with the construction of the Tenant Improvements,
     Landlord and Tenant shall arrange for Tenant to have access to the
     Premises commencing approximately ten (10) days prior to the estimated date
     for substantial completion shown on the Work Schedule, in order to allow
     Tenant to install systems furniture/workstations, telephone lines and
     telephone systems, fiber optics, computer cabling, and related similar
     matters, and, on a "space ready" basis only, to commence installation of
     Tenant's trade fixtures. Tenant shall schedule installation of such items
     with Landlord and Landlord's contractor so as not to unreasonably impede,
     interfere with or delay the progress of construction of the Tenant
     Improvements; and Tenant shall perform such installation in accordance with
     guidelines promulgated by Landlord's contractor. Delay, interference or
     damage arising out of Tenant's installation of such items shall constitute
     a Tenant Delay under Section 7. Any and all costs of installation of such
     items shall be at Tenant's sole cost and expense.

          5.3  During the period of construction of the Tenant Improvements,
     Landlord shall consult with Tenant from time to time as necessary to
     achieve approval of certain matters and installations related to the Tenant
     Improvements. Such approvals shall be forthcoming from Tenant within a
     reasonable time period as requested by Landlord, which time period shall
     enable Landlord to maintain the schedule for substantial completion of the
     Tenant Improvements stated in the Work Schedule. Failure of Tenant to
     respond within such requested time period shall constitute a Tenant Delay.

<PAGE>

                                    EXHIBIT B
                               TENANT IMPROVEMENTS

                              WORK LETTER AGREEMENT

                                  (Page 2 of 3)

          5.4  During the period of construction of the Tenant Improvements,
     Landlord and Tenant shall meet at regular meetings occurring at least once
     monthly regarding the status of the construction and occurring at least
     once weekly during the final month of construction. If timely, matters
     requiring Tenant's approval may be determined at such meetings and
     decisions shall be reflected in the minutes of such meetings.

6.   PAYMENT OF COST OF THE TENANT IMPROVEMENTS

          6.1  Tenant is entitled to a "Tenant Improvement Allowance" of $25.00
     per rentable square foot. Rentable square footage is identified as 44,112
     square feet. Such tenant allowance shall be used for:

               6.1.1     Payment of the cost of preparing the space plan and
          final working drawings and specifications including mechanical,
          electrical, plumbing and structural drawings and of all other aspects
          of the Tenant Improvement Plans.

               6.1.2     The payment of plan check, permit and license fees
          relating to construction of the Tenant Improvements.

               6.1.3     Construction of the Tenant Improvements, including
          without limitation the following:

                         6.1.3.1   Installation within the Premises of all
               partitioning, doors, floor coverings, ceilings, wall coverings
               and painting, millwork and similar items.

                         6.1.3.2   All electrical wiring, installation of
               building standard lighting fixtures, outlets and switches and
               other electrical work to be installed within the Premises.

                         6.1.3.3   The furnishing and installation of all duct
               work, terminal boxes, diffusers and accessories required for the
               completion of the heating, ventilation and air conditioning
               systems within the Premises, including the cost of meter and key
               control for after hours heating, ventilation and air
               conditioning.

                         6.1.3.4   Any additional Tenant requirements including
               but not limited to odor control, special heating, ventilation and
               air conditioning, noise or vibration control or other special
               systems.

                         6.1.3.5   All fire and life safety control systems such
               as fire walls, halon, fire alarms, including piping, wiring and
               accessories installed within the Premises, except fire
               sprinklers.

                         6.1.3.6   All plumbing, fixtures, pipes and accessories
               to be installed within the Premises.

                         6.1.3.7   Testing and inspection costs.

                         6.1.3.8   Contractor's fees, including but not limited
               to any fees based on general conditions.

                         6.1.3.9   All applicable Washington State sales taxes.

                         6.1.3.10  All demolition and patching of existing
               walls, doors, relites, electrical, floor covering, lighting, etc.
               are included in the allowance. Landlord shall bear the cost of
               abatement of any hazardous materials disturbed as a result of the
               tenant improvements.

          6.2  The cost of each item shall be charged against the Tenant
     Improvement Allowance. In the event that the cost of installing the Tenant
     Improvements, as established by the final pricing schedule to be determined
     by Landlord and Tenant, exceeds the Tenant Improvement Allowance, or if any
     of the Tenant Improvements are not to be paid out of the Tenant Improvement
     Allowance, then at Tenant's option, the excess of up to $10.00 per
     rentable square foot or $441,120 shall be paid by Tenant to Landlord over
     the term of the lease. This excess of up to $441,120 shall be amortized
     over the term of the lease at an interest rate of 10%, and tenant shall pay
     Landlord this monthly amortized amount as additional rent. In the event
     excess Tenant Improvement costs exceed the Tenant Improvement Allowance and
     the amount to amortized of $10.00 per rentable square foot, or $441,120,
     then this excess shall be paid in full by Tenant to Landlord not later than
     ten (10) days after invoice from Landlord to Tenant for same.

          The parties acknowledge that Tenant may apply for a sales tax
     exclusion or abatement available to certain businesses for certain
     equipment and improvements. Landlord shall reasonably cooperate with Tenant
     to apply for and implement same if it is available to Tenant.

          6.3  If, after the Tenant Improvement Plans have been established and
     the final pricing has occurred, Tenant shall require changes or
     substitutions to the Tenant Improvement Plans, any additional costs thereof
     shall be paid by Tenant to Landlord not later than ten (10) days after
     invoice from Landlord to Tenant for the same. Landlord shall have the right
     to decline Tenant's request for a change to the Tenant Improvement Plans if
     such changes are inconsistent with the other provisions of this Agreement
     or if the change would, in Landlord's opinion, delay completion of the
     Tenant Improvements beyond the Commencement Date.

          6.4  In the event that the cost of the Tenant Improvements increases
     as set forth in Landlord's final pricing due to the requirements of any
     governmental agency and such increases exceed any available remaining
     amount of the Tenant Improvement Allowance, Tenant shall pay Landlord the
     amount of such increase within ten (10) days after receipt of Landlord's
     invoice for the same.

7.   SUBSTANTIAL COMPLETION

          7.1  The Tenant Improvements shall be deemed substantially complete
     notwithstanding the fact that minor details of construction, mechanical
     adjustments or decorations which do not materially interfere with Tenant's
     use and enjoyment of the Premises remain to be performed (items normally
     referred to as "punch list" items). Landlord shall proceed with all due
     diligence to complete the punch list items as soon as reasonably possible.


<PAGE>

                                    EXHIBIT B
                               TENANT IMPROVEMENTS

                              WORK LETTER AGREEMENT

                                  (Page 3 of 3)

8.   TENANT REPRESENTATIVE

          8.1  Tenant shall appoint, within thirty (30) days of lease signing, a
     Tenant's Representative to act for Tenant in all matters under this
     Agreement. All inquiries, requests, instructions, authorizations and other
     communications under this Agreement may be made by Landlord to Tenant's
     Representative. Tenant may change the identity of Tenant Representative by
     notice in writing to Landlord.

9.   SIGNAGE DURING CONSTRUCTION

          9.1  During the construction period, to the extent permitted by the
     City of Seattle, Landlord may provide such signage stating the future
     tenancy of Tenant as Landlord deems appropriate.

10.  WARRANTIES

          10.1 Landlord shall obtain from all contractors and subcontractors
     providing material and labor in the construction of the Tenant Improvements
     all commercially reasonable warranties (including manufacturers'
     warranties) for their respective materials or labor which are available
     from such contractors or subcontractors. All such warranties shall be in
     writing and shall run to Landlord. To the extent there exists any defect in
     the Tenant Improvements, which is covered by the warranties obtained under
     this Section, Landlord shall seek to enforce such warranties in accordance
     with their terms.

11.  GENERAL

          11.1 The provisions of the lease and of the Exhibits hereto are made a
     part of this Agreement. The parties shall execute such further documents
     and instruments and take such other further actions as may be reasonably
     necessary to carry out the intent and provisions of this Agreement.

<PAGE>

                                    EXHIBIT B
                                   (continued)

                                 Avenue A, Inc.

                                  WORK SCHEDULE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
ACTION                                RESPONSIBILITY       COMMENCE     COMPLETE
---------------------------------------------------------------------------------
<S>                                  <C>                   <C>          <C>
Select Space Planner                 Tenant & Landlord     Complete     Complete
---------------------------------------------------------------------------------
Prepare Schematic Space Plans        Tenant                Complete     Complete
---------------------------------------------------------------------------------
Approval of Schematic Space Plans    Tenant & Landlord      7-1-99       7-8-99
---------------------------------------------------------------------------------
Contractor Budgeting based on        Landlord               7-1-99       7-9-99
Schematic Space Plans
---------------------------------------------------------------------------------
Approval of Preliminary Budget       Tenant                7-12-99      7-15-99
---------------------------------------------------------------------------------
Prepare TI Construction Documents    Tenant                 7-8-99      7-19-99
---------------------------------------------------------------------------------
Approval of TI Construction          Tenant & Landlord     7-19-99      7-21-99
Documents
---------------------------------------------------------------------------------
Building Permit Submittal/City       Landlord              7-21-99      7-21-99
Review
---------------------------------------------------------------------------------
Contractor Bidding                   Landlord              7-20-99      7-27-99
---------------------------------------------------------------------------------
Receive Bid(s) for TI Construction   Landlord              7-27-99      7-28-99
---------------------------------------------------------------------------------
Approve Construction Costs           Tenant                7-28-99      7-30-99
---------------------------------------------------------------------------------
Execute Construction Contract        Landlord               8-2-99       8-3-99
---------------------------------------------------------------------------------
Select Carpet and other Finishes     Tenant                 7-8-99      7-19-99
---------------------------------------------------------------------------------
Construct Tenant Improvements        Landlord              7-19-99      10-1-99
---------------------------------------------------------------------------------
Substantial Completion               Landlord              10-1-99      10-1-99
---------------------------------------------------------------------------------
Commencement Date                    Tenant & Landlord     10-1-99      10-1-99
---------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                  EXHIBIT 'B-1'
                                  (Page 1 of 2)

DEFINITION OF BUILDING SHELL - GENERAL CONDITIONS

     .    New slab infills are included to provide larger floor plates and to
          improve circulation.

     .    Vertical shafts for new HVAC mechanical, electrical, fire protection
          systems and stairs will be installed as required through the 21st
          floor.

     .    One new stairwell will be added to the tower serving floors 3 through
          21. The existing north stairwell will remain and will continue to
          service these floors, as well as the upper floors.

     .    Common areas to be finished during shell construction include the
          elevator lobbies on all floors 2 - 21, handicap restrooms and
          mechanical/electrical rooms. Balance of floor will be in its "as is"
          condition.

     .    New unisex rest rooms will be installed on floors 3 to 21 to meet
          building code. Restrooms on floors 3 through 21 are to remain as
          existing.
     .    Existing interior doors will be reused as is practical to preserve the
          character of the building.

     .    Existing historic operable windows in the Smith Tower will remain.

     .    Elevator lobbies finished to building standard.

EXTERIOR WALLS

     .    Retaining the existing exterior walls and window systems will preserve
          the historic character of the building.

HVAC

     .    Four-pipe, high-rise, vertical fan coils will provide cooling and
          heating. Twenty One (21) zones per floor will allow for maximum
          comfort conditions.

     .    Main heating energy will be produced via natural gas.

     .    Two 433-ton high-efficiency water-cooled chillers

     .    Plate and frame heat exchanger to provide water-side economizer
          capacity per WSEC

     .    Central toilet exhaust system utilizing quiet utility-set type rooftop
          centrifugal fan, sized for twenty-five percent (25%) future growth
          allowance

     .    Direct digital controls provide accurate temperature control,
          minimizing drift and overshoot; heating signals are "pulsed" to
          exactly match load requirements

     .    Extremely efficient centrifugal water chillers will provide the
          cooling energy.

     .    Decoupled, variable speed controlled chilled water and hot water
          pumping.

     .    Provisions for the addition of future cooling capacity is provided for
          special use machine rooms, equipment rooms, computer rooms, etc.

     .    Within the historic Smith Tower, the windows will remain operable,
          satisfying requirements for fresh air ventilation on a 24- hour basis.
          Smith Tour will seal individual windows as requested by Tenant.

LIGHTING

     .    Lighting is included in main lobby, stairwells, elevator, mechanical
          and utility rooms and other core areas and as required by code.

     .    An upgraded electrical system is included to service the building
          (4000 amps, 480 volts). New service is included at each floor sized
          for contemporary office loads.

     .    Common area light fixtures will be upgraded to enhance lighting and
          the character of the building.

     .    Landlord will purchase building standard fixtures for the interior of
          the premises in an allowance of 1 lineal foot of light fixture per
          every 20 unfinished square feet of tenant space. Installation of these
          fixtures will be included in the tenant improvement allowance.


<PAGE>

                                  EXHIBIT 'B-1'
                                  (Page 2 of 2)

LIFE SAFETY

     .    The space will be fully sprinkled for fire and life safety in an open
          office configuration. Additional sprinkler heads required by
          partitioning is a tenant improvement cost.

     .    Exit signs at all stairwells.

     .    Smoke detectors as required by code. Additional smoke detectors
          required by partitioning is a tenant improvement cost.

     .    Visible and audible fire alarms as required by code. Additional fire
          alarms required by partitioning is a tenant improvement cost.

COMMUNICATION SYSTEM

     .    Telephone and data communications to each floor will include Tl, T3
          and fiber optic access.

     .    Conduit and sleeves to link voice/data backboards floor to floor.

     .    Communication raceways are included from the phone company vault to a
          central communication room and from the communication room to a
          location on each floor

     .    Communication Improvements are based upon the following design
          criteria:

          A.   Telecommunications Cabling Design Criteria:

               1.        Cu Riser Sizing- 100 pair per 1OK square feet plus 50%

               2.        F.O. riser Sizing        6 strands per 1OK square feet

          B.   Telecommunications Rooms sizing-

               1.        MDF  0.06% of total building square feet = 150 square
                                                                    feet minimum

               2.        Stacked IDF/Electrical room      80 square feet minimum

ELEVATORS AND FREIGHT FACILITIES

     .    The Smith Tower has an elevator dedicated exclusively for freight on a
          scheduled basis.

     .    The alley accesses the loading area.

SECURITY ACCESS

     .    Card key system will access building garages(s), office building and
          inter-connecting stairwell through single card. Tenant will pay for
          inter-connecting stair card readers.

ELECTRICAL

     .    New 480 volt service distributed to electrical room on every other
          floor distribution from the electrical room is a tenant improvement
          cost.

<PAGE>

                                  EXHIBIT 'B-2'
                                  (Page 1 of 3)

                        DEFINITION OF BUILDING STANDARDS

Building Standards shall be defined as follows:

DEMISING WALLS

Existing:
..    Existing clay tile/plaster walls or metal stud/drywall walls if consistent
     with space plan.
..    Patch to a smooth surface to receive paint.
..    One coat PVA sealer and one coat interior latex paint per Room Finish
     Legend, TI space. Optional colors per lines 11,14,15,16 or l7.

New:
..    3-1/2", 25-guage metal studs, one layer 5/8" drywall on finish side of
     wall, taped smooth to receive paint. Drywall installed on other side of
     wall when adjacent space is occupied.
..    Height from floor slab to underside of structure above fitted tight to
     finish ceiling surfaces including beams and coffers.
..    3-1/2" unfaced fiberglass batt insulation between studs full height
..    One coat PVA sealer and one coat interior latex paint per Room Finish
     Legend, TI Space. Optional colors per lines 1l,14,15,16 or l7.

INTERIOR PARTITIONS

Existing:
..    Existing clay tile/plaster walls or metal stud/drywall walls if consistent
     with space plan.
..    Patch to a smooth surface to receive paint.
..    One coat PVA sealer and one coat interior latex paint per Room Finish
     Legend, TI Space. Optional colors per lines 11,14,15,16 or 17.

New:
..    3-1/2", 25-guage metal studs, one layer 5/8" drywall each side of stud,
     taped smooth to receive paint.
..    Height from floor slab to underside of structure above fitted tight to
     finish ceiling surfaces including beams and coffers.
..    One coat PVA sealer and one coat interior latex paint per Room Finish
     Legend, TI space. Optional colors per lines 1l,14,15,16 or l7.

EXTERIOR WALLS AND CORE AREA WALLS

..    Patch to a smooth surface to receive paint.
..    One coat PVA sealer and one coat interior latex paint per Room Finish
     Legend, TI Space. Optional colors per lines ll,14,15,I6 or 17.

INTERIOR COLUMNS

..    Patch to a smooth surface to receive paint or fur with metal framing and
     5/8 drywall taped smooth to receive paint.
..    Height from floor slab to underside of structure above fitted tight to
     finish ceiling surfaces including beams and coffers.
..    One coat PVA sealer and one coat interior latex paint per Room Finish
     Legend, TI Space. Optional colors per lines 11,14,15,16 or 17.

CEILINGS

..    Patch existing beams and coffers to a smooth surface to receive paint.
..    One coat PVA sealer and one coat interior latex paint per Room Finish
     Legend, TI Space colors per lines 12 and 13.


<PAGE>

                                  EXHIBIT 'B-2'

                                  (Page 2 of 3)

INTERIOR DOOR

..    Reuse existing metal doors, casing and hardware from building stock.
..    Existing painted wood grain finish must be maintained in elevator lobbies
     and will be maintained in other areas.
..    Alternatively, doors (except in elevator lobby) and casing may be
     re-painted per Room Finish Legend, TI Space, frame and casing color per
     line 9 and door color per line 10 (provided the wood grain paint has
     already been painted over).
..    Alternate hardware, with bronze finish may be used if approved by Landlord.

WINDOW FRAMES

..    Existing painted wood grain finish will be maintained.
..    Alternatively, window frames may be re-painted per Room Finish Legend, TI
     Space, color per line 9.

WALL BASE

..    Existing base will be maintained in existing painted wood grain finish.
..    Alternatively, existing base or new MDF base (profile to match existing)
     can be re-painted per Room Finish Legend, TI Space, color per line 8.
..    Rubber base in utilitarian areas per Room Finish Legend, TI Space, line 4.

FLOOR COVERING

..    Carpet is Carnegie W612 Stonehaven, color options per Room Finish Legend,
     TI Space, lines 5,6 and 7.
..    VCT for utilitarian areas is Armstrong or Mannington per Room Finish
     Legend, TI Space, lines 21,22, and 23.

PLASTIC LAMINATE (IF USED)

..    Plastic laminate selection is Pionite per Room Finish Legend, TI Space,
     lines 18,19, and 20.

HEATING AND AIR CONDITIONING DISTRIBUTION

..    HVAC system to and including fan coil box installed under shell
     construction.
..    Any distribution required due to space configuration shall be tenant
     improvement construction.
..    Ductwork shall be exposed round sheet metal routed neatly in the open
     ceiling space.
..    Include diffusers, returns if necessary, and remote thermostats if
     desired.

LIGHT FIXTURES

..    Light fixtures are ceiling hung direct/indirect linear fluorescent fixtures
     with T-8 lamps. Light fixtures are stocked on the floor in a quantity of
     one (1) lineal foot of fixture per 20 SF of unfinished space.
..    Electrical routing for fixtures through existing raceway system or new
     neatly organized raceway system in exposed ceiling space.

CONDUIT/DATE LINES

..    Power distribution and phone data distribution throughout the space shall
     be routed along the walls or overhead in a neat and orderly manner by a
     raceway system approved by Landlord.

<PAGE>

                                  EXHIBIT 'B-2'
                                  (Page 3 of 3)

                               ROOM FINISH LEGEND
                                    TI SPACE

BASE
          LINE #   ITEM #    COLOR ID
         ------------------------------------------
            3      Base-1    IP-10, MDF profile to
                             match existing
         ------------------------------------------

FLEXCO BASE (WALLFLOWERS - WF-071)
          LINE #   ITEM #    COLOR ID
         ------------------------------------------
            4      RB-1      Black-Brown
         ------------------------------------------

CARPET (CARNEGIE, W612 STONEHAVEN)
          LINE #   ITEM #    COLOR ID
         ------------------------------------------
            5      CPT-3     Copper Penny (3889)
         ------------------------------------------
            6      CPT-4     Basket Weave (3880)
         ------------------------------------------
            7      CPT-5     Lava Stone (3773)
         ------------------------------------------

<TABLE>
<CAPTION>
PAINT (SHERMAN WILLIAMS - SW       BENJAMIN MOORE - BM            CRESLITE -CL)
           Line #  Item #    Color ID          Mfgr.            Product                 Location
         -------------------------------------------------------------------------------------------------------
            <S>    <C>     <C>                  <C>      <C>                    <C>
             8     IP-10    #661(Rev 2)         CL       Dtm alkyd semigloss    Paint at base in TI spaces
         -------------------------------------------------------------------------------------------------------
             9     IP-11    #661 Statuary       CL       Metallic with enamel   Paint at window and door trim
                                                                base
         -------------------------------------------------------------------------------------------------------
            10     IP-12      #2820             SW        Latex Semi-Gloss      Paint at doors
         -------------------------------------------------------------------------------------------------------
            11     IP-13      #1522             SW           Latex Satin        Paint at walls - typical
         -------------------------------------------------------------------------------------------------------
            12     IP-14      #1131             SW        Latex Semi-Gloss      Paint at beams in ceiling
         -------------------------------------------------------------------------------------------------------
            13     IP-15       #323             BM              Satin           Paint at ceiling, Note:
                                                                                Sprinkler pipes to match ceiling
         -------------------------------------------------------------------------------------------------------
            14     IP-16      #1550             BM              Satin           Paint option for wall in TI
                                                                                Space
         -------------------------------------------------------------------------------------------------------
            15     IP-17      #2206             SW              Satin           Paint option for wall in TI
                                                                                Space
         -------------------------------------------------------------------------------------------------------
            16     IP-18      #1128             SW              Satin           Paint option for wall in TI
                                                                                Space
         -------------------------------------------------------------------------------------------------------
            17     IP-19       #928             BM              Satin           Paint option for wall in TI
                                                                                Space
         -------------------------------------------------------------------------------------------------------

<CAPTION>
PLASTIC LAMINATE (PIONITE)
           Line #  Item #    Color ID          Mfgr.            Product                 Location
         -------------------------------------------------------------------------------------------------------
            <S>    <C>       <C>                                 <C>            <C>
            18     P-Lam 1    Sage                               SV720-S        Plastic Laminate option for
                                                                                casework
         -------------------------------------------------------------------------------------------------------
            19     P-Lam 2   Greige                              SG210-S        Plastic Laminate option for
                                                                                casework
         -------------------------------------------------------------------------------------------------------
            20     P-Lam 3    Slate                              SG228-S        Plastic Laminate option for
                                                                                casework
         -------------------------------------------------------------------------------------------------------

<CAPTION>
VCT TILE (ARMSTRONG - ARM MANNINGTON - MAN)
          Line #   Item #      Color ID        Mfgr.            Product                 Location
         -------------------------------------------------------------------------------------------------------
            <S>    <C>     <C>                 <C>              <C>             <C>
            21     VCT-1    Sandrift White     ARM              51858           Floor Tile
         -------------------------------------------------------------------------------------------------------
            22     VCT-2   Earthstone Greige   ARM              51804           Floor Tile
         -------------------------------------------------------------------------------------------------------
            23     VCT-3      Verde Medley     ARM                405           Floor Tile
         -------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                    EXHIBIT C
                              RULES AND REGULATIONS

1.   No sign, placard, picture, advertisement, name or notice shall be installed
     or displayed on any part of the exterior or in any area visible from the
     exterior of the Building without the prior written consent of the Landlord,
     which consent shall not be unreasonably withheld or delayed. Landlord shall
     have the right to remove, at Tenant's expense and without notice, any sign
     installed or displayed in violation of this rule. All signs or lettering on
     doors and walls shall be printed, painted, affixed or inscribed at the
     expense of Tenant. At the expiration or termination of Tenant's Lease,
     Tenant, at Tenant's sole cost and expense, shall remove all
     tenant-installed signage and repair and paint any and all damage resulting
     from installation and/or removal of said signage.

2.   Tenant shall not install any curtains, blinds, shades, screens or hanging
     plants or other similar objects attached to or used in connection with any
     window or door of the Premises except building-standard drapes approved by
     Landlord. No awning shall be permitted on any part of the Premises. Tenant
     shall not place anything against or near glass partitions or doors or
     windows which may appear unsightly from outside the Premises.

3.   Tenant shall not obstruct any sidewalks, lobbies, halls, passages, exits,
     entrances, elevators, or stairways of the Building. The halls, passages,
     exits, entrances, lobbies, elevators, and stairways are not open to the
     general public. Landlord shall in all cases retain the right to control and
     prevent access thereto of all persons whose presence in the judgment of
     Landlord would be prejudicial to the safety, character, reputation and
     interest of the Building and its Tenants; provided that nothing herein
     contained shall be construed to prevent such access to persons with whom
     any Tenant normally deals in the ordinary course of its business, unless
     such persons are engaged in illegal activities. No Tenant and no employee
     or invitee of any tenant shall go upon the roof of the Building without
     Landlord's prior written consent.

4.   The directory of the Building will be provided exclusively for the display
     of the name and location of tenants' business only, and Landlord reserves
     the right to exclude any other names therefrom.

5.   All cleaning and janitorial services for the Building and the Premises,
     unless otherwise provided in the Lease, shall be provided exclusively
     through Landlord, and except with the written consent of Landlord, no
     person or persons other than those approved by Landlord shall be employed
     by Tenant or permitted to enter the Building for the purpose of cleaning
     the same. Tenant shall not cause any unnecessary labor by carelessness or
     indifference to the good order and cleanliness of the Premises. Landlord
     shall not in any way be responsible to any tenant for any loss of property
     on the Premises, however occurring, or for any damage to any tenant's
     property by the janitor or any other employee or any other person.

6.   Landlord shall furnish Tenant with an appropriate number of keys to each
     door lock in the Premises and to the main entrance door of the Building and
     Premises. Landlord may make a reasonable charge for any additional keys.
     Tenant shall not make or have made additional keys, and Tenant shall not
     alter any lock or install a new additional lock or bolt on any door of its
     Premises. Tenant, upon termination of its tenancy, shall deliver to
     Landlord all keys to all doors which have been furnished to Tenant, and in
     the event of loss, of any keys so furnished, shall reimburse Landlord for
     the cost of any new lock(s) required due to such loss.

7.   Tenant shall not install computer cabling, telephone, burglar alarm or
     similar services without Landlord's approval for installation of same. Upon
     termination of Tenant's tenancy, at Landlord's option, Tenant shall remove
     any equipment and/or services from the Premises and shall restore the
     Premises to its condition prior to such installation.

8.   Freight elevator(s), if any, shall be available for use by ail tenants in
     the Building, subject to such reasonable scheduling as Landlord in its
     discretion shall deem appropriate. No equipment, materials, furniture,
     packages, supplies, merchandise or other property will be received in the
     Building or carried in the passenger elevators except between such hours
     and in such elevators as may be designated by Landlord.

9.   Tenant shall not place a load upon any floor of the Premises which exceeds
     the load per square foot which such floor was designed to carry and which
     is allowed by law. Landlord shall have the right to prescribe the weight,
     size and position of all equipment, materials, furniture or other property
     brought into the Building. Heavy objects shall, if considered necessary by
     Landlord, stand on such platforms as determined by Landlord to be necessary
     to properly distribute the weight of such objects. Business machines and
     mechanical equipment belonging to Tenant which cause noise or vibration
     that may be transmitted to the structure of the Building or to any space
     therein or to any tenants in the Building shall be placed and maintained by
     Tenant, at Tenant's sole cost and expense, on vibration eliminators or
     other devices sufficient to eliminate noise or vibration. Landlord will not
     be responsible for loss of, or damage to, any such equipment or other
     property from any cause, and all damage done to the Building by maintaining
     or moving such equipment or other property shall be repaired at the expense
     of Tenant.

10.  Tenant shall not use or keep in the Premises any kerosene, gasoline or
     inflammable or combustible fluid or material other than those limited
     quantities necessary for the operation or maintenance of office equipment.
     Tenant shall not use or permit to be used in the Premises any foul or
     noxious gas or substance, or permit or allow the premises to be occupied or
     used in a manner offensive or objectionable to Landlord or other occupants
     of the Building by reason of noise, odors, or vibrations, nor shall Tenant
     bring into or keep in or about the Premises any animals, including dogs
     (except seeing-eye dogs)

11.  Tenant shall not use any method of heating other than that supplied by
     Landlord.

12.  Tenant shall not waste electricity, water or air conditioning, and Tenant
     agrees to cooperate fully with Landlord to assure the most effective
     operation of the Building's heating and air-conditioning system and to
     comply with any governmental energy-saving rules, laws or regulations, of
     which Tenant has actual notice, and shall refrain from attempting to adjust
     controls. Tenant shall keep corridor and exterior doors closed and shall
     close windows and window coverings at the end of each business day.

13.  The name of the Building is the Smith Tower Building. Landlord reserves the
     right, exercisable without notice and without liability to Tenant, to
     change the name of the Building.

14.  Landlord reserves the right to exclude from the Building between the hours
     of 6:00 p.m. and 7:00 a.m. the following day, or such other hours as may
     be established from time to time by Landlord, and on Sunday and legal
     holiday's any person, unless that person is known to the person or employee
     in charge of the Building and has a pass or is properly identified. Tenant
     shall be responsible for all persons for whom it requests passes and shall
     be liable to Landlord for all acts of such persons. Landlord shall not be
     liable for damages for any error with regard to the Building in case of
     invasion, mob, riot, public excitement or other commotion by closing the
     doors or by other appropriate action.

15.  Tenant shall close and lock the doors of its Premises and entirely shut off
     all water faucets or other water apparatus, electricity, copiers and other
     office equipment, including coffee pots, etc., before Tenant and its
     employees leave the Premises. Tenant shall be responsible for any damage or
     injuries sustained by other tenants or occupants of the Building or by
     Landlord for noncompliance with this rule.

<PAGE>

                                    EXHIBIT C
                                  (Page 2 of 2)

16.  The toilet rooms, toilet urinals, wash bowl and other apparatus shall not
     be used for any purpose other than that for which they were constructed,
     and no foreign substance of any kind whatsoever shall be thrown therein.
     The expenses of any breakage, stoppage or damage resulting from the
     violation of this rule shall be borne by the tenant, or employees or
     invitees of the tenant, who shall have caused it.

17.  Tenant shall not make any room-to-room solicitation of business from other
     tenants in the Building. Tenant shall not use the Premises for any business
     or activity other than that specifically provided for in Tenant's Lease.

18.  Canvassing, soliciting and distribution of handbills or any other written
     material, and peddling in the building are prohibited, and each tenant
     shall cooperate to prevent same.

19.  Tenant shall not install any radio or television antenna, loudspeaker or
     other device on the roof or exterior walls of the Building except as
     permitted in the Lease. Tenant shall not interfere with radio or television
     broadcasting or reception from or in the Building or elsewhere.

20.  Landlord reserves the right to direct electricians as to where and how
     telephone, computer or other wiring or cabling are to be introduced to the
     Premises. Tenant shall not cut nor bore holes for wiring or cabling without
     Landlord's prior written consent, said consent shall not be unreasonably
     withheld. Tenant shall not affix any floor covering to the floor of the
     Premises in any manner except as approved by Landlord. Tenant shall repair
     any damage resulting from noncompliancc with this rule.

21.  Landlord reserves the right to exclude or expel from the Building any
     person who, in Landlord's judgment, is intoxicated or under the influence
     of alcohol or drugs or who is in violation of any of the Rules and
     Regulations of the Building.

22.  Tenant shall store all its trash and garbage within its Premises. Tenant
     shall not place in any trash receptacle any material which cannot be
     disposed of in the ordinary and customary manner of trash and garbage
     disposal. All garbage and refuse disposal shall be make in accordance with
     directions issued from time to time by Landlord. All garbage over and above
     normal (i.e., major-delivery wrappings, etc.) shall be at Tenant's sole
     cost and expense. Tenant agrees to cooperate with Landlord in recycling
     programs as may be established from time to time by Landlord.

23.  The Premises shall not be used for lodging nor for manufacturing of any
     kind, nor shall the Premises be used for any improper, immoral or
     objectionable purpose. No cooking shall be done or permitted by Tenant on
     the Premises, except tenant's use of Underwriters Laboratory approved
     equipment for brewing coffee, tea, hot chocolate and similar beverages, and
     microwave ovens shall be permitted; that such equipment and use is in
     accordance with all applicable federal, state, and city laws, codes,
     ordinances, rules and regulations and does not cause objectionable odor.

24.  Without the written consent of Landlord, Tenant shall not use the name of
     the Building in connection with or in promoting or advertising the business
     or Tenant except as Tenant's address.

25.  Tenant shall comply with all safety, fire protection and evacuation
     procedures and regulations established by Landlord or any governmental
     agency.

26.  Tenant assumes any and all responsibility for protecting its Premises from
     theft, robbery and pilferage, which includes keeping doors locked and other
     means of entry to the Premises closed.

27.  The requirements of Tenant will be attended to only upon appropriate
     application to the office of the Building by an authorized individual.
     Employees of Landlord shall not perform any work or do anything outside
     their regular duties unless under special instructions from Landlord, and
     no employee of Landlord will admit any person (Tenant or otherwise) to any
     office of the Building without special instructions from Landlord.

28.  Tenant and Tenant's employees shall not park vehicles in any parking areas
     designated by Landlord as reserved parking areas or as visitor parking
     areas. Tenant shall not park any vehicles in the building parking areas
     other than automobile, motorcycles, motor-driven or nonmotor- driven
     bicycles or four-wheeler trucks.

29.  Tenant and Tenant's delivery personnel shall utilize loading zones and
     delivery entrances for all deliveries. Any damage to the Building or
     Premises resulting from Tenant's deliveries shall be repaired at the sole
     cost and expense of the Tenant.

30.  Tenant and Tenant's delivery personnel shall not use in any space or in the
     common areas of the Building any hand truck except those equipped with
     rubber tires and side guards or such other material-handling equipment as
     Landlord may approve. Tenant shall not bring vehicles of any other kind
     into the Building.

31.  All moving of furniture or other equipment shall be done so as to have
     minimal impact on other tenants' and visitors' use of elevators, common
     areas, and parking facilities.

32.  The Building is a nonsmoking building. Smoking in the Building is
     prohibited.

33.  Landlord may waive any one or more of these Rules and Regulations for the
     benefit of Tenant or any other tenant, but no such waiver by Landlord shall
     be construed as a waiver of such Rules and Regulations in favor of Tenant
     or any other tenant, nor prevent Landlord from thereafter enforcing any
     such Rules and Regulations against any or all of the tenants of the
     Building.

34.  These Rules and Regulations are in addition to and shall not be construed
     to in any way modify or amend, in whole or in part, the terms, covenants,
     agreements and conditions of any lease of any premises in the Building.

35.  Landlord reserves the right to make such other and reasonable Rules and
     Regulations as, in its judgment, may from time to time be needed for safety
     and security, for care and cleanliness of the Building and for the
     preservation of good order therein. Tenant agrees to abide by all such
     Rules and Regulations herein above stated and any additional reasonable
     Rules and Regulations which are adopted.

36.  Tenant shall be responsible for the observance of all of the foregoing
     Rules and Regulations by Tenant's employees, agents, clients, customers,
     invitees and guests.

<PAGE>

                            FIRST AMENDMENT TO LEASE

     THIS FIRST AMENDMENT TO LEASE (this "First Amendment"), dated October 28,
1999, is attached to and made a part of that certain Lease Agreement dated July
16, 1999 (the "Lease") by and between Samis Foundation, a Washington 501(c)(3)
non-profit corporation ("Landlord") and Avenue A, Inc. a Washington corporation
("Tenant").

     WHEREAS, The parties have agreed that the total for excess Tenant
Improvement costs and the monthly amortization amount, as set forth in
Exhibit B, Paragraph 6.2 of the Lease has been determined. Accordingly, in
consideration of the mutual covenants contained herein, Landlord and Tenant now
agree:

1.   Paragraph 1.h. shall be amended to read:

     Rent: Total Monthly rent shall be the total of Per Month Rent Amount plus
     Excess T.I, Amortization.

                                 PER MONTH       EXCESS T.I.    TOTAL RENT
                                RENT AMOUNT     AMORTIZATION     PER MONTH
                                -----------     ------------    ----------
               Month 1-6
               Month 7-12*
               Month 13-24
               Month 25-36
               Month 37-48
               Month 49-60

* Rent amount will increase to $83,629.00 per month (plus excess T.l.
amortization) upon occupancy of the 4th floor, if earlier than March 1, 2000,
per Addendum, C "Expansion of Premises," of the Lease.

Defined terms used in this Amendment shall have the meanings given them in the
Lease. In the event of conflict between the terms of the Lease and the terms of
this Amendment, the terms of this Amendment shall prevail.

All other terms and conditions of the aforementioned Lease shall remain in full
force and effect.

Dated this 28 day of October 1999.

Landlord:                                     Tenant:
Samis Foundation, a Washington 501 (c)(3)     Avenue A, Inc.
non-profit Corporation                        a Washington corporation

/s/ Eddie I. Hasson                           /s/ Robert M. Littauer
-----------------------                       ----------------------------------
By : Eddie I. Hasson                          By : Robert M. Littauer
Its: President                                Its: Vice President of Finance and
                                                   Administration

LANDLORD:

STATE OF WASHINGTON    )
                       )ss.  CORPORATE ACKNOWLEDGEMENT
COUNTY OF KING         )

     On this day personally appeared before me Eddie I. Hasson, to me known to
be the individual who executed the within and foregoing instrument as duly
appointed President for Samis Foundation, and acknowledges that he signed the
same as his free and voluntary act and deed and on oath stating that his powers
authorizing the execution of this instrument have not been revoked.

[SEAL OF NOTARY PUBLIC]

     GIVEN under my hand and official seal the 23 day of November, 1989


                                              /s/ GENEVIEVE L. REILLY
                                              ----------------------------
                                              SIGNATURE

                                              /s/ GENEVIEVE L. REILLY
                                              ----------------------------
                                              PRINTED NAME

     Notary Public in and for the State of Washington, residing at Ravensdale.
     My Commission Expires: 5/5/00

<PAGE>

                                    EXHIBIT A

                            SECOND AMENDMENT TO LEASE

     THIS SECOND AMENDMENT TO LEASE (this "Second Amendment"), dated January 31,
2000, is attached to and made a part of that certain Lease Agreement dated July
16, 1999 (the "Lease") by and between Samis Foundation, a Washington 501(c)(3)
non-profit corporation ("Landlord") and Avenue A, Inc. a Washington corporation
("Tenant").

     WHEREAS, The parties have agreed that the Expiration Date of the Lease
shall be extended by two years and two months and Addendum B "Option to Extend
Term" shall be amended to read an Extension Period of four (4) years and an
additional Extension Period of 5 years. Accordingly, in consideration of the
mutual covenants contained herein, Landlord and Tenant now agree:

1.   Paragraph 1.g. shall be amended to read:

                Expiration Date:      November 30, 2006

2.   Paragraph 1.h. Rent shall be amended to add:

                Months 61-72
                Months 73-86

3.   Addendum B shall be amended to read:

     Paragraph 1 and 2 of Addendum B shall be deleted in its entirety and
     replaced with the following two paragraphs:

     "Tenant is granted the right to extend the term of this lease for a total
     of two (2) terms. The first term shall be for a period of four (4) years
     and the second term shall be for a period of five (5) years, (which shall
     be referred to herein as "Extension Periods"), on the same terms and
     conditions (except Rent) as set forth in this Lease. The right to extend
     (hereinafter referred to as the "Option" may be exercised only in the
     event the Tenant is not in default (past applicable cure periods) at the
     time said Option right is exercised, at the time the Extension Period is to
     commence, or more than three (3) times during the Term.

     In the event Tenant wishes to exercise its Option to Extend for the first
     Extension Period, Tenant shall notify Landlord in writing no later than
     nine (9) months prior to the expiration date of the Lease. In the event
     Tenant wishes to exercise its Option to Extend for the second Extension
     Period, Tenant shall notify Landlord in writing no later than twelve (12)
     months prior to the expiration date of the first Extension Period."

Defined terms used in this Amendment shall have the meanings given them in
the Lease. In the event of conflict between the terms of the Lease and the terms
of this Amendment, the terms of this Amendment shall prevail.

All other terms and conditions of the aforementioned Lease shall remain in full
force and effect.

Dated this 21st day of December 1999.

Landlord:                                    Tenant:
Samis Foundation, a Washington 501 (c)(3)    Avenue A, Inc.
non-profit Corporation                       a Washington corporation

/s/ Eddie I. Hasson                          /s/ Robert M. Littauer
-----------------------                      ----------------------------------
By :  Eddie I. Hasson                        By :  Robert M. Littauer
Its:  President                              Its:  Vice President of Finance and
                                                   Administration

<PAGE>

LANDLORD:

STATE OF WASHINGTON     )
                        ) ss.  CORPORATE ACKNOWLEDGEMENT
COUNTY OF KING          )

     On this day personally appeared before me Eddie I. Basson, to me known to
be the individual who executed the within and foregoing instrument as duly
appointed President for Samis Foundation, and acknowledges that he signed the
same as his free and voluntary act and deed and on oath stating that his powers
authorizing the execution of this instrument have not been revoked.

     GIVEN under my hand and official seal the 7th day of February 2000.

[SEAL OF NOTARY PUBLIC]

                                              /s/ GENEVIEVE L. REILLY
                                              --------------------------
                                              SIGNATURE

                                              /s/ GENEVIEVE L. REILLY
                                              --------------------------
                                              PRINTED NAME

     Notary Public in and for the State of Washington, residing at Ravensdale.
     My Commission Expires: 5/5/00

TENANT:

STATE OF WASHINGTON     )
                        )ss.   TENANT CORPORATE ACKNOWLEDGMENT
COUNTY OF KING          )

     On this day personally appeared before me Robert M. Littauer, to me known
to be the individual who executed the within and foregoing instrument as duly
appointed Vice President of Finance and Administration for Avenue A, Inc., and
acknowledges that he signed the same as his free and voluntary act and deed and
on oath stating that his powers authorizing the execution of this instrument
have not been revoked.

     GIVEN under my hand and official seal the 4th day of February 2000.

[SEAL OF NOTARY PUBLIC]

                                              /s/ Tamara J. Van Liew
                                              ----------------------
                                              SIGNATURE

                                              Tamara J. Van Liew
                                              ----------------------
                                              PRINTED NAME

     Notary Public in and for the State of Washington, residing at Avenue A,
     Inc.
     My Commission Expires: 7-1-03

<PAGE>

                                    EXHIBIT B

                         LANDLORD'S CONSENT TO SUBLEASE

     The undersigned Landlord, landlord under the Master Lease, consents to this
Sublease as set forth above. Landlord certifies that, as of the date of
Landlord's execution, Sublandlord is not in default or breach of any of the
provisions of the Master Lease, and that the Master Lease has not been amended
or modified.
     Landlord also accepts that, for this sub-lease only, Section 1 (q)
Permitted Use of the Master Lease shall be expanded to include software
development, testing, marketing, and sales for uses not related to material of a
pornographic nature

     Dated this 13 day of JUNE, 2002.
                                                SAMIS FOUNDATION

                                         By /s/ William J. Justen
                                            ------------------------------------
                                            William J. Justen, Managing Director

STATE OF WASHINGTON    )
                       )  ss.  CORPORATE ACKNOWLEDGMENT
COUNTY OF KING         )
     On this day personally appeared before me William J. Justen, known to me to
be the person who executed the within and foregoing instrument as duly appointed
Managing Director for Samis Foundation, and acknowledged that he signed the same
as his free and voluntary act and deed on behalf of Samis Foundation and on oath
stated that his powers authorizing the execution of this instrument have not
been revoked.

     GIVEN under my hand and official seal this 13th day of June, 2002

[SEAL OF NOTARY PUBLIC]

                                                      /s/ Margaret Longeway
                                                      ----------------------
                                                            Signature

                                                         MARGARET LONGEWAY
                                                      ----------------------
                                                           Printed Name

Notary Public in and for the State of Washington, Residing at SEATTLE

My Commission Expires 4.3.05.

<PAGE>

                                    EXHIBIT C

[FLOOR PLAN]

<PAGE>

                                    EXHIBIT D

                         FURNITURE, FIXTURES & EQUIPMENT

1.   38 cubicles and work surfaces

2.   38 office chairs

3.   38 mobile pads

4.   2 conference room table

5.   9 conference room chairs