EXHIBIT 10.25



                                 LEASE AGREEMENT


                         Dated ------------------, 2001



                                     between



                        STERLING REALTY ORGANIZATION CO.


                                  as "Landlord"



                                       and



                               Infowave USA, Inc.


                                   as "Tenant"



                                       in


                                STERLING PLAZA I




<PAGE>

                          STANDARD TERMS AND CONDITIONS

                                LEASE PROVISIONS

1.  Lease Provisions and Exhibits............................................1

                          GENERAL TERMS AND CONDITIONS

2.  Premises.................................................................2
3.  Term.....................................................................2
4.  Rent.....................................................................2
5.  Notices..................................................................3
6.  Uses.....................................................................3
7.  Services and Utilities...................................................4
8.  Costs of Services and Utilities..........................................4
9.  Property Taxes...........................................................7
10. Taxes on Rents and Personal Property.....................................7
11. Acceptance of Premises...................................................7
12. Improvements.............................................................7
13. Alterations and Care of Premises.........................................7
14. Liens and Insolvency.....................................................9
15. Access...................................................................9
16. Damage or Destruction...................................................10
17. Indemnification, Insurance and Waiver of Subrogation....................10
18. Assignment and Subletting...............................................12
19. Holdover................................................................13
20. Surrender of Premises...................................................13
21. Removal of Property.....................................................13
22. Defaults................................................................14
23. Right to Perform........................................................14
24. Nonwaiver...............................................................15
25. Costs and Attorneys' Fees...............................................15
26. Priority................................................................15
27. Nondisturbance..........................................................15
28. Estoppel Certificates...................................................16
29. Transfer of Landlord's Interest.........................................16
30. Condemnation............................................................16
31. Advertising.............................................................17
32. Parking.................................................................17
33. Execution of Lease by Landlord..........................................17
34. Landlord's Liability....................................................17
35. Broker..................................................................17
36. Corporate Authority.....................................................18
37. Additional Landlord Warranties..........................................18
38. Right of First Opportunity  ............................................18
39. General Provisions......................................................19

                                    EXHIBITS

Exhibit A - Legal Description of Land.......................................A-1
Exhibit A1-Legal Description of Project.....................................A-2
Exhibit B - Parking Plan....................................................B-1
Exhibit C - Plan of the Premises............................................C-1
Exhibit D - Tenant Improvements.............................................D-1
Exhibit E - Rules & Regulations.............................................E-1
Exhibit F - Certificate of Corporate Resolution of Tenant...................F-1
Exhibit G - Option to Extend................................................G-1
Exhibit   H -  Letter of Credit.............................................H-1

<PAGE>

                       STERLING PLAZA I - LEASE AGREEMENT


THIS LEASE is made and entered into this 25th day of May,  2001,  by and between
STERLING REALTY  ORGANIZATION CO., a Washington  corporation  ("Landlord"),  and
INFOWAVE USA, Inc., a Washington corporation ("Tenant").

As parties hereto, Landlord and Tenant hereby agree as follows:


                                LEASE PROVISIONS

1.   Lease Provisions and Exhibits.

     (a)  Leased Premises.  The leased premises (the "Premises") are situated on
          the real property as more particularly described in Exhibit A attached
          hereto (the  "Land"),  and consists of those  portions of the building
          located  at  3535  Factoria  Blvd.  SE,  in  Bellevue,   King  County,
          Washington,  which  are  described  in  paragraph  1(b)  below,  which
          building is commonly known as Sterling Plaza I (the "Building"), which
          is part of a complex which will from time-to-time hereafter consist of
          one or more buildings,  including the Building and related grounds and
          parking  areas  situated  on the real  property  as more  particularly
          described  in  Exhibit  B  attached  hereto  and  shown  thereon  (the
          "Project").

     (b)  Agreed Floor  Areas.  Landlord and Tenant agree that the floor area of
          the Premises is approximately  14,217 rentable square feet, which area
          is comprised of Suite #500 of the Building.  Landlord and Tenant agree
          that the floor area of the Building is 127,401 rentable square feet.

          Rentable square feet shall be calculated  according to Building Owners
          and Managers Association  International ("BOMA") standards namely, the
          "Standard  Method for Measuring Floor Area in Office  Buildings".  The
          load factor for the apportioned  common area to be added to the usable
          area shall be twelve  percent  (12%).  Floor plan of Premises shall be
          attached as Exhibit C.

          Landlord and Tenant agree that  reasonable  attempts have been made to
          determine  the correct  square  footage  used in this Lease.  Landlord
          grants Tenant the option to re-measure  and challenge the new Premises
          square footage  calculation at Tenant's  expense.  If Tenant's  square
          footage  calculation  differs  from  the  number  used in this  Lease,
          Landlord  will  re-measure at  Landlord's  expense to determine  which
          calculation  is correct.  Landlord and Tenant agree that any challenge
          of the square footage  calculation  must be carried out within one (1)
          month of the Commencement  Date. After that time,  Landlord and Tenant
          agree to mutually  waive any and all rights,  claims,  or  liabilities
          against each other as it relates to the  calculation of square footage
          to determine rents and other costs in this Lease.

     (c)  Tenant's  Percentage  of the  Building.  "Tenant's  Percentage  of the
          Building"  is equal to 11.16%,  calculated  by dividing  the number of
          rentable  square  feet  in the  Premises  (14,217)  by the  number  of
          rentable square feet in the Building (127,401).

     (d)  Lease Term.  The Lease term and Tenant's  right to  possession  of the
          Premises will commence on the earlier of June 15, 2001, or the date of
          substantial  completion,   exclusive  of  reception  area  demise  and
          construction,  as  set  forth  in  "Exhibit  D"  of  this  Lease  (the
          "Commencement Date"). The Lease term will expire sixty-one (61) months
          after the Commencement Date.



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<PAGE>

     (e)  Rent. The rent for the Premises of is:

                                    $0.00          per month for month 1
                                    $26,064.50 per month for months 2 - 24
                                    $27,249.25 per month for months 25 - 48
                                    $28,434.00 per month for months 49 - 60;

          together  with  additional  rent as  provided  in  Paragraph 8 of this
          lease.

          Rent is to be paid in advance on or before the first day of each month
          without  offset or  deduction  at the  offices of  Landlord,  Sterling
          Realty  Organization  Co., 600 106th  Avenue NE, Suite 200,  Bellevue,
          Washington  98004, or P.O. Box 91723,  Bellevue,  Washington 98009, or
          such other place designated by Landlord.

     (f)  [Security  Deposit.   Landlord  hereby  acknowledges  the  receipt  of
          $30,625.00  (the "Security  Deposit").  If Tenant is in default of its
          obligations  under this Lease,  Landlord  may use that  portion of the
          Security  Deposit  which  is  necessary  to  cure  the  default  or to
          compensate Landlord for any damage resulting from Tenant's default. On
          demand,  Tenant shall immediately pay to Landlord the sum necessary to
          restore the  Security  Deposit to an amount  equal to one month's rent
          for the Premises.  Landlord's obligations with respect to the Security
          Deposit are those of a debtor and not a trustee. Landlord may maintain
          such sums  separate  and apart from  Landlord's  general  funds or may
          commingle them with Landlord's general or other funds. Landlord is not
          required to pay Tenant interest on such sums, or any portion  thereof.
          If  Building  is sold or  transferred,  Landlord  shall be relieved of
          liability. Tenant shall not occupy the Premises until said deposit has
          been paid to Landlord.  Should Tenant comply with all of the covenants
          and  conditions of this Lease,  deposit shall be returned to Tenant at
          the expiration of the term hereof.]  [BRACKETED LANGUAGE STRUCK OUT IN
          ORIGINAL]

     (g)  Letter of Credit:  As security for this Lease,  Tenant shall provide a
          Letter of Credit to Landlord. The amount of the Letter of Credit shall
          be  $110,000.  The form of Letter of Credit  shall be mutually  agreed
          upon by Landlord and Tenant.  The identity of the issuing  institution
          shall be approved by Landlord at its  discretion,  such approval shall
          not be  unreasonably  delayed or  denied.  The amount of the Letter of
          Credit shall decline by twenty two thousand dollars  ($22,000) on each
          anniversary of this Lease. See Exhibit H (attached).

     (h)  Permitted  Uses.  The Premises  shall be used only for general  office
          purposes and for no other  purpose or use without the written  consent
          of Landlord.

                          GENERAL TERMS AND CONDITIONS

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 paragraph 1(a) hereof.

3.   Term.  The Lease  term  shall be for the period  stated in  paragraph  1(d)
     hereof. The Lease term shall commence on the Commencement Date specified in
     paragraph  1(d).  Neither  Landlord  nor any agent or  employee of Landlord
     shall be liable  for any  damage  or loss due to  Landlord's  inability  or
     failure to deliver possession of the Premises to Tenant as provided herein.

4.   Rent.  Tenant shall pay Landlord the monthly rent stated in paragraph  1(e)
     hereof without demand,  deduction or offset, payable in lawful money of the
     United States in advance on or before the day  specified in paragraph  1(e)
     to Landlord at the offices of Landlord or its building manager at the place
     specified in paragraph  1(e), or to such other party or at such other place
     as Landlord may hereafter from time to time designate in writing.  Rent for
     any  partial  month at the  beginning  or end of the  Lease  term  shall be
     prorated. Notwithstanding anything in Section 7 hereof, the rent payable by
     Tenant shall in no event be less than the rent  specified in paragraph 1(e)
     of this Lease.



                                     - 2 -
<PAGE>

     (a)  Late Fees On Overdue  Rent.  Any rent,  additional  rent or other sums
          payable by Tenant to Landlord  which are not paid within five (5) days
          following the due date thereof, shall bear interest at a rate equal to
          five percent  (5%) per annum above the prime  lending rate as publicly
          announced  from time to time by Bank of America,  calculated  from the
          date of delinquency  to the date of payment.  Any late payment of rent
          will also be subject to a collection fee equal to five percent (5%) of
          the amount due.

5.   Notices.  All notices under this Lease shall be in writing and delivered in
     person or sent by facsimile or by registered or certified  mail to Landlord
     at the address below,  to Tenant at the Premises  and/or the address below,
     and to the holder of any first  mortgage  or deed of trust at such place as
     such holder shall specify to Tenant in writing;  or at such other facsimile
     number or address as may from time to time be  designated  by each party in
     writing.  Notices  will be deemed  to have  been  given on the date sent by
     facsimile  with  evidence  of receipt by the  intended  party,  on the date
     delivered  in the case of  personal  delivery  or, if mailed,  on that date
     which is two (2) days after the postmark thereof.


     LANDLORD:   Sterling Realty Organization Co.

     ADDRESS:    600 106th Avenue NE, Suite 200, Bellevue, WA  98004

     CONTACT:    Rebecca Riesen

     PHONE:      (425) 455-8125

     FAX:        (425) 455-8165


     TENANT:     Infowave USA, Inc.

     ADDRESS:    3535 Factoria Blvd. SE, Bellevue, WA  98006

     CONTACT:    Cyndy Ruiz

     PHONE:      425/806-3110

     FAX:        425/806-3199

     With additional Notice to:
     Errol Olsen, Director of Finance
     Suite 200, 4664 Lougheed Highway
     Burnaby, B.C. V5C5T5
     (604) 473-3739

6.   Uses.  The Premises are to be used only for the uses specified in paragraph
     1(h) hereof  (the  "Permitted  Uses") and for no other  business or purpose
     without  the  written  consent  of  Landlord,  which  consent  shall not be
     unreasonably withheld or delayed. Tenant shall not commit or allow any acts
     to be done in or about the Premises that are unlawful or that will cause an
     increase to the existing  rate of insurance on the  Building.  Tenant shall
     not commit or allow to be committed any waste upon the Premises,  or create
     or allow to be  created  any public or private  nuisance  in the  Building.
     Tenant  shall  not,  without  the  written  consent  of  Landlord,  use any
     apparatus,  machinery or device in or about the  Premises  which will cause
     any  substantial  noise or  vibration  or any increase in the normal use of
     electric  power.  If any of Tenant's  office  equipment  should disturb the
     quiet  enjoyment  of any other  tenant in the  Building,  then Tenant shall
     provide adequate insulation,  or take other such action as may be necessary
     to  eliminate  the  disturbance.  Tenant  shall  comply  with  all laws and
     regulations  relating  to  its  use  of  the  Premises  including,  without
     limitation,  laws



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<PAGE>

     and  regulations  relating to  hazardous  wastes,  and shall  observe  such
     reasonable  rules  and  regulations  as may be  adopted  and  published  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,
     including  but not  limited  to any  Rules  and  Regulations  which  may be
     attached to this Lease.

7.   Services  and   Utilities.   Landlord   shall  furnish  the  Premises  with
     electricity for lighting and operation of customary office machines, water,
     and elevator service, and, during Normal Business Hours, lighting, heat and
     normal air  conditioning.  "Normal Business Hours" are defined as 8:00 a.m.
     to 6:00  p.m.,  Monday  through  Friday,  and 9:00  a.m.  to 1:00  p.m.  on
     Saturdays. Outside Normal Business Hours, utility services will be provided
     to the  Premises,  and Tenant  shall pay  Landlord  for the actual  cost of
     providing  lighting,  heat  and  normal  air  conditioning,  including  the
     associated electrical and maintenance costs.

     (a)  Extra  Services.  During  all  hours  which  are not  business  hours,
          Landlord  shall furnish all of such  services set forth above,  except
          the following:

          (1)  Utility Services. If requested by Tenant,  Landlord shall furnish
               heat and air  conditioning  to the  Premises  at times other than
               normal business  hours,  and the reasonable cost of such services
               as  established  by Landlord and  reasonably  agreed to by Tenant
               shall be paid by Tenant to Landlord as Additional Rent.

          (2)  Janitorial Services.  Bonded janitorial service shall be provided
               5 days per week  except  for  legal  holidays.  The  costs of any
               janitorial or other services provided or caused to be provided by
               Landlord  to  Tenant  which  are  in  addition  to  the  services
               ordinarily  provided to tenants of the Building  shall be payable
               by Tenant as Additional Rent.

          (3)  [Increased  Utility  Loads.  Without  the written  permission  of
               Landlord,  Tenant  shall not install  lights or  equipment in the
               Premises which consume  electrical  power or energy which, in the
               aggregate,  exceeds  reasonable amounts for general office use in
               comparable  office  buildings  in Bellevue,  Washington  by other
               Tenants for usual and customary  general office use. Landlord may
               refuse to grant such  permission  unless Tenant agrees to pay the
               costs  of  installation  of  supplementary  air  conditioning  or
               electrical  systems as  necessitated by such equipment or lights.
               Tenant shall pay to Landlord,  as Additional Rent, the reasonable
               amount estimated by Landlord as the additional cost of furnishing
               electricity for the operation of such special equipment or lights
               and the reasonable  amount  estimated by Landlord as the costs of
               supplemental   air   conditioning   provided   to  the   Premises
               necessitated by Tenant's use of such special equipment or lights.
               Landlord  shall be  entitled  to install  and operate at Tenant's
               sole  cost  and  expense  a  monitoring/metering  system  in  the
               Premises to measure  the added  demands on  electricity  and HVAC
               systems  resulting  from  such  equipment  and  lights  and  from
               Tenant's  after-hours  HVAC  service  requirements.]   [BRACKETED
               LANGUAGE  STRUCK  OUT  IN  ORIGINAL]  Tenant  shall  comply  with
               Landlord's reasonable  instructions for the use of drapes, blinds
               and thermostats in the Building.

          Landlord  shall  not be  liable  for any  loss,  injury  or  damage to
          property caused by or resulting from any variation,  interruption,  or
          failure  of such  services  due to any  cause  outside  of  Landlord's
          reasonable  control.  In the event of such variation,  interruption or
          failure,  however,  Landlord shall use reasonable diligence to restore
          such  service.  No temporary  interruption  or failure of such service
          incident to the making of repairs,  alterations or improvements or due
          to accident  or 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.

8.   Costs of Services and Utilities.



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     (a)  Definitions.  As used herein,  the following  terms have the following
          respective  meanings unless the context otherwise specifies or clearly
          requires.

          (1)  "Lease  Year"  means a  calendar  year  commencing  January 1 and
               ending December 31.

          (2)  "Operating  Costs" means all reasonable  and necessary  expenses,
               based on Landlord's  reasonable  business  judgment and customary
               practices,   paid  or  incurred  by  Landlord  for   maintaining,
               operating  and  repairing  the  Building  (including  the parking
               facilities),   the  Land,  and  the  personal  property  used  in
               conjunction therewith, to the extent not paid directly by Tenant,
               including  but not  limited to all  expenses  paid or incurred by
               Landlord  for  Property  Taxes as  defined  in  Section  8 below;
               insurance required in Landlord's  discretion;  electricity during
               Normal Business Hours,  water,  gas,  sewer,  refuse  collection,
               telephone  charges and security service not chargeable to tenants
               and similar utilities  services;  the cost of supplies and window
               washing, cost of services of independent  contractors,  allowance
               of Landlord's agent for supervision of such maintenance operation
               services and repair of the Building,  Land and common areas, cost
               of compensation  (including employment taxes and fringe benefits)
               of all  persons  who  perform  duties  in  connection  with  such
               Operating  Costs  and  any  other  expense  or  charge  which  in
               accordance  with  generally  accepted  accounting  and management
               principles   would  be  considered  an  expense  of  maintaining,
               operating or repairing  the  Building,  together  with a property
               management  fee equal to four  percent  (4%) of the monthly  rent
               provided in paragraph 1(e) hereof.  Operating Costs shall include
               the cost of replacing  cracked or broken  exterior  windows,  but
               shall  not  include  (A)  costs  for  maintaining  and  repairing
               structural  components of the Building;  (B) any  depreciation or
               amortization  costs  related to the  Building  or any  portion or
               component of the Building or any equipment or other property used
               in connection with the Building, except as specifically permitted
               by the terms of this Lease;  (C) any loan payments,  principal or
               interest,  or ground lease or similar  payments;  (D) any leasing
               costs,  including  brokerage  commissions,  legal  fees,  vacancy
               costs, and refurbishment or improvement  expenses,  in connection
               with the  premises of a  particular  tenant;  (E) any  collection
               costs,  including legal fees, or bad debt losses or reserves; (F)
               any costs or expenses resulting from Landlord's  violation of any
               agreement  to  which  it is a  party  or any  applicable  laws or
               ordinances or  governmental  rules,  regulation,  or orders;  (G)
               Landlord's   general   corporate   overhead   and   general   and
               administrative  expenses in excess of costs and expenses directly
               attributable to the operation and management of the Building; (H)
               any cost or expenses  which would not, under  generally  accepted
               accounting   and   management   principles,   be  regarded  as  a
               maintenance and operating expense. All Operating Costs associated
               with the  maintenance  and operation of the parking areas will be
               pro rated  among  users of the  Project on the  following  basis:
               Tenant's pro rata share of such  Operating  Costs for the Parking
               areas of the Project will be the fraction, the numerator of which
               is 14,217 square feet (i.e.  the rentable area of the  Premises),
               and the  denominator  of which is the sum of the  rentable  areas
               expressed  in  square  feet  of all  buildings  now or  hereafter
               located in the Project  (pro rated as to the fraction of any year
               from the time any such new  building is  completed  and placed in
               service).  Currently  there  are four  buildings  located  in the
               Project; the Building,  Sterling Plaza ll, the 12600 Building and
               the Factoria Cinemas.

          (3)  "Estimated   Operating  Costs"  means   Landlord's   estimate  of
               Operating  Costs  for the  following  Lease  Year to be  given by
               Landlord to Tenant pursuant to paragraph 7(b)(1).



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     (b)  Additional Rent.  Tenant shall pay to Landlord as rent, in addition to
          the rent  provided  in  paragraph  1(e)  above,  all  Operating  Costs
          allocable  to the  Premises  and  any  and all  other  sums  expressly
          provided for hereunder.

          (1)  Rent  Adjustment for Estimated  Operating  Costs.  Landlord shall
               furnish to Tenant a written statement setting forth (A) Estimated
               Operating  Costs for each  occupied  calendar  year,  and (B) the
               amount of Additional  Rent payable  monthly  during such calendar
               year, which will equal one-twelfth  (1/12) of the amount. If such
               Estimated Operating Costs are furnished after the commencement of
               the Lease Year,  Tenant  shall also make a  retroactive  lump-sum
               payment  equal to the  amount of such  excess  multiplied  by the
               number  of  months  during  the  Lease  Year  for  which  no such
               adjustment was paid.

          (2)  Actual Operating  Costs.  Within ninety (90) days after the close
               of each Lease Year during the term hereof, Landlord shall deliver
               to Tenant a written  statement setting forth the actual Operating
               Costs  during the  preceding  Lease  Year.  If such costs for any
               Lease Year exceed the Estimated Operating Costs paid by Tenant to
               Landlord  pursuant  to  paragraph  7(b)(1)  for such Lease  Year,
               Tenant  shall  pay the  amount  of such  excess  to  Landlord  as
               additional  rent  within  sixty (60) days  after  receipt of such
               statement  by Tenant.  If such  statement  shows such costs to be
               less  than the  amount  paid by Tenant to  Landlord  pursuant  to
               paragraph  7(b)(1),  then the amount of such overpayment shall be
               credited toward the next monthly rent payable by Tenant.

          (3)  Determinations.   The   determination   of  Operating  Costs  and
               Estimated  Operating  Costs shall be made by Landlord.  If Tenant
               notifies  Landlord in writing  within two (2) years of each lease
               term  expiration  after  the  receipt  by  Tenant  of  Landlord's
               statement  setting forth the preceding  year's  Operating  Costs,
               then Tenant may audit Landlord's books and records  pertaining to
               Operating  Costs. In the event that any such audit,  conducted in
               accordance with generally accepted accounting principles, reveals
               a discrepancy  of three  percent (3%) or more between  Landlord's
               statement of the actual  Operating Costs for a Lease Year and the
               amount of such Operating Costs determined by such audit,  then if
               the Operating Costs were  overstated  Landlord shall reimburse to
               Tenant the excess  amount paid by Tenant and  Landlord  shall pay
               for the reasonable cost of such audit; but if the Operating Costs
               were  understated then Tenant shall pay to Landlord the amount of
               such deficiency and Tenant shall pay for the cost of such audit.

               Rent  due  pursuant  to this  section  shall be  Additional  Rent
               payable  by  Tenant  hereunder,  and in the  event of  nonpayment
               thereof,  Landlord shall have similar rights with respect to such
               nonpayment as it has with respect to any other nonpayment of rent
               hereunder.

          (4)  End of Term.  If this  Lease  terminates  on a day other than the
               last day of a Lease Year,  the amount of any  adjustment  between
               Estimated Operating Costs and Actual Operating Costs with respect
               to the  Lease  Year in  which  such  termination  occurs  will be
               prorated  on  the  basis  which  the  number  of  days  from  the
               commencement of such Lease Year to and including such termination
               date bears to 365,  and any amount  payable by Landlord to Tenant
               or Tenant to Landlord with respect to such  adjustment is payable
               within  thirty  (30) days  after  delivery  of the  Statement  of
               Operating Costs with respect to such Lease Year.

9.   Property  Taxes.  "Property  Taxes"  means  all  real  property  taxes  and
     assessments  and personal  property taxes,  charges and assessments  levied
     with respect to the Land, the Building, and any improvements,  fixtures and
     equipment, and all other property of Landlord, real or personal, located in
     or on the  Building  and  used in  connection  with  the  operation  of the
     Building. In addition to the



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<PAGE>

     foregoing,  Property  Taxes  shall  include a pro rata  portion of all real
     property  taxes and  assessments  for the  driveway,  parking,  and related
     landscaped  areas of the Project (the "Parking Lot Taxes").  The portion of
     the  Parking  Lot  Taxes  allocated  to the  Tenant  shall  be equal to the
     percentage of rentable space  occupied by the Tenant  compared to the total
     amount of rentable  square feet  contained  in the Project  (including  the
     Factoria Cinemas). Tenant's share of Parking Lot Taxes shall be computed by
     multiplying  the total  Parking Lot Taxes by a fraction,  the  numerator of
     which  is  14,217  (i.e.  the  rentable  area  of the  Premises),  and  the
     denominator of which is the sum of the rentable  areas  expressed in square
     feet of all buildings now or hereafter located in the Project (pro rated as
     to the  fraction  of any year  from the  time  any  such  new  building  is
     completed  and  placed in  service).  Currently  there  are four  buildings
     located in the Project;  the Building,  which has 127,401  rentable  square
     feet,  Sterling Plaza ll which has 92,866  rentable  square feet, the 12600
     Building which has 52,227  rentable  square feet and the Factoria  Cinemas,
     which has 47,621  rentable  square  feet,  for a total of 320,115  rentable
     square feet.

10.  Taxes on Rents and Personal Property.  If any governmental  authority shall
     in any  manner  levy a tax on  rents  payable  under  this  Lease  or rents
     accruing from  Tenant's use of property,  or such a tax in any form against
     Landlord  measured  by income  derived  from the  leasing  or rental of the
     Building,  such tax  shall be paid by Tenant  either  directly  or  through
     Landlord;  provided,  however,  that Tenant  shall not be liable to pay any
     state or federal net income tax imposed on Landlord.

     Tenant  shall pay prior to  delinquency  all personal  property  taxes with
     respect to all  property of Tenant  located on the Premises or the Building
     and shall provide  promptly upon request of Landlord  written proof of such
     payment.

11.  Acceptance of Premises.  Landlord shall deliver the Premises to Tenant in a
     clean and orderly condition.  Tenant accepts the Premises in their existing
     condition,  "as is" and "where is," including all existing  carpet,  doors,
     cabinets and partitions, and without any obligation on the part of Landlord
     to make any alterations or improvements thereto,  except as mutually agreed
     upon by Landlord  and Tenant or  otherwise  be  expressly  provided in this
     Lease.

12.  Improvements.  Subject to Section 21 of this Lease,  upon the expiration or
     sooner  termination of this Lease,  all  improvements  and additions to the
     Premises made by Tenant shall become the property of Landlord.

13.  Alterations  and Care of  Premises.  Tenant  shall  take  good  care of the
     Premises and shall  promptly  make all necessary  repairs and  maintenance,
     except those to be made by Landlord as provided herein:

     (a)  Except as expressly  permitted by the terms of this paragraph,  Tenant
          shall not make any alterations, additions or improvements in or to the
          Premises, or make changes to locks on doors, or add, disturb or in any
          way change any floor covering,  wall covering,  fixtures,  plumbing or
          wiring, without first obtaining the written consent of Landlord, which
          consent shall not be unreasonably  withheld or delayed.  Landlord may,
          in  determining  whether  to  grant  or  withhold  its  consent  to  a
          particular   alteration,   addition  or   improvement,   consider  the
          likelihood  that the  particular  alteration,  addition or improvement
          will be usable by a  subsequent  tenant of the  Premises.  If Landlord
          withholds  its  consent  to  a  particular  alteration,   addition  or
          improvement  based on the unlikelihood  that a subsequent tenant would
          find that alteration,  addition or improvement usable, then Tenant may
          proceed to make the particular  alteration,  addition or  improvement,
          but  shall  remove it from the  Premises  prior to the  expiration  or
          earlier  termination of this Lease.  Within thirty (30) days following
          the  completion  of any  alterations  or  improvements,  Tenant  shall
          provide  Landlord with  "as-built"  plans showing the  alterations  or
          improvements made to the Premises.

     (b)  If  Landlord's  consent is required,  then prior to Tenant  commencing
          work on any  alteration,  addition  or  improvement  to the  Premises,
          Tenant shall submit to Landlord two (2) copies,



                                     - 7 -
<PAGE>

          and, at the request of Landlord, shall submit to any mortgagee holding
          a mortgage or deed of trust  encumbrance  on the Land one (1) copy, of
          full and complete  plans and  specifications  detailing the design and
          plan of improvements for any such alteration, addition or improvement.

          Landlord does not and will not make any covenant or warranty,  express
          or implied, that any such plans or specifications  submitted by Tenant
          are  accurate,  complete  or in any  way  suited  for  their  intended
          purpose.  Landlord shall either approve or disapprove plans within ten
          (10) business days and, if approved, return a signed, approved copy to
          Tenant. Landlord will not unreasonably withhold approval. In the event
          that the plans are not  approved by  Landlord,  Landlord  shall inform
          Tenant of the reasons for its disapproval and Tenant shall have twenty
          (20) days in which to submit  revised  plans to Landlord for approval.
          Tenant shall not unreasonably refuse to satisfy any objections made by
          Landlord to the plans and specifications. Any objections Tenant has to
          Landlord's  objection shall be submitted to Landlord in writing within
          the twenty (20) day period.  A failure of one party to give any notice
          to the other party  within the period  provided  for doing so shall be
          deemed to constitute  approval of the plans and  specifications or the
          objections thereto, as appropriate.  Within thirty (30) days following
          the  completion  of any  alterations  or  improvements,  Tenant  shall
          provide  Landlord with  "as-built"  plans showing the  alterations  or
          improvements made to the Premises.

     (c)  All such work so done by Tenant shall be done in  accordance  with all
          laws,  ordinances,  and rules and  regulations of any federal,  state,
          county,  municipal  or other  public  authority  and/or  Board of Fire
          Underwriters.  Tenant expressly  covenants and agrees that no liens of
          mechanics,  materialmen,  laborers, architects, artisans, contractors,
          subcontractors,  or any  other  lien of any kind  whatsoever  shall be
          created  against  or  imposed  upon  the  Premises,  the  Land  or the
          Building,  and that in the event any such  claims or liens of any kind
          whatsoever  shall  be  asserted  or  filed  by any  persons,  firms or
          corporations  performing  labor or  furnishing  material in connection
          with  such  work,  Tenant  shall  pay  off or  cause  the  same  to be
          discharged of record within ten (10) days of notification thereof. All
          alterations,  improvements,  or changes made by Tenant to the Premises
          shall  be the  property  of  Landlord  and  shall  remain  upon and be
          surrendered  with the  Premises  upon the  termination  of this Lease;
          provided,  however, that Tenant shall remove any alteration,  addition
          or  improvement  made to the  Premises  by  Tenant  subsequent  to the
          completion of the initial tenant  improvements  to be made pursuant to
          Exhibit D below and to which  Landlord  withheld its consent under the
          terms of paragraph 12 above.  Tenant will remove any such alterations,
          additions or improvements made by Tenant prior to Tenant  surrendering
          possession  of the Premises to Landlord,  and repair any damage caused
          to the Premises thereby, all at the sole cost and expense of Tenant.

          After the  beginning  of each Lease Year during the term of this Lease
          or any Renewal  Term,  Landlord  may deliver a  certificate  to Tenant
          requesting  that Tenant provide  Landlord with an itemized list of all
          alterations,  improvements  or  changes  that  Tenant  has made to the
          Premises  during the previous  Lease Year.  Tenant shall  complete the
          certificate  and return the same to Landlord  within  thirty (30) days
          following  the  date  on  which  it  was  received.  In the  event  no
          alterations or improvements  were made during the previous Lease Year,
          Tenant shall so indicate on the certificate provided.

          All  damage or injury  done to the  Building  or the  Premises  or any
          appurtenances to either by Tenant,  or by Tenant's  agents,  invitees,
          licensees,  or  employees,  or by any other  persons who may be in the
          Building or upon the  Premises  with the consent of Tenant,  including
          the  cracking or breaking of glass of any windows and doors,  shall be
          paid for by Tenant.

     (d)  Tenant  shall not put  curtains,  draperies  or other  hangings  on or
          beside  the  windows in the  Premises  or place any  furniture  on the
          patios or common areas without first obtaining



                                     - 8 -
<PAGE>

          Landlord's  consent.  All normal  repairs  necessary  to maintain  the
          Premises in a tenantable  condition and consistent  with the standards
          for a Class A office building in the Bellevue  metropolitan area shall
          be done by or under the direction of Landlord,  acting  reasonably and
          in good faith.  Tenant shall promptly notify Landlord of any damage to
          the Premises requiring repair, and within fifteen (15) days or as soon
          as feasible  thereafter,  Landlord shall notify Tenant whether it will
          proceed to make the  repairs.  If  Landlord  elects not to make either
          some or all of the repairs set forth in Tenant's notice, then Landlord
          shall provide  Tenant with an explanation as to why Landlord deems the
          repairs  unnecessary.  If Landlord fails to respond to Tenant's notice
          within the 30-day period  provided for doing so, then Tenant may cause
          the repairs to be  accomplished.  Landlord shall reimburse  Tenant for
          all  reasonable  costs and  expenses  incurred by Tenant in making the
          repairs,  and such reimbursement shall be made within thirty (30) days
          of  Landlord's  receipt of an invoice for the amount of such costs and
          expenses.

     (e)  Landlord  shall be  responsible  for  maintaining  and  repairing  the
          structural  components of the Building.  If Tenant believes that there
          is a problem or defect in the  structural  elements  of the  Building,
          including  problems  or defects  in the  foundation,  exterior  walls,
          floors or the roof  system,  and also  including  but not  limited  to
          safety  aspects  of  the  Building  (as  determined  under  applicable
          building  codes as in effect on the date  hereof),  Tenant  shall give
          Landlord  notice  of  any  such  defect.  Tenant  and  Landlord  shall
          cooperate to determine  promptly whether any such defect exists and to
          identify  any  damage to the  Building  resulting  from  such  defect.
          Landlord  shall  repair  any such  defect  and  resulting  damage.  If
          Landlord  fails to make any  such  repairs  which  can  reasonably  be
          completed within fifteen (15) days, within thirty (30) days after such
          determination, or fails to commence within thirty (30) days after such
          determination  and  diligently  proceed to complete  any such  repairs
          which cannot  reasonably  be  completed  in fifteen (15) days,  Tenant
          shall have the right, but not the obligation, to cause such repairs to
          be  accomplished.  Landlord shall reimburse  Tenant for all reasonable
          costs and expenses incurred by Tenant in making the repairs,  and such
          reimbursement  shall be made  within  thirty  (30) days of  Landlord's
          receipt of an invoice for the amount of such costs and expenses.

     (f)  Tenant shall,  at the expiration or sooner  termination of this Lease,
          surrender  and deliver  the  Premises to Landlord in as good or better
          condition as when  received by Tenant from  Landlord or as  thereafter
          improved,  reasonable use and wear and damage by fire or other insured
          casualty excepted.

14.  Liens and Insolvency.  Tenant shall keep the Premises and the Building free
     from any liens  arising  out of any work  performed,  materials  ordered or
     obligations incurred by Tenant. If Tenant becomes insolvent, voluntarily or
     involuntarily  bankrupt,  or if a receiver,  assignee or other  liquidating
     officer is  appointed  for the  business of Tenant,  then  Tenant  shall be
     deemed to be in default  under the terms of this Lease and Landlord may, in
     addition to any other  remedy  provided in this Lease,  terminate  Tenant's
     right of possession  under this Lease at Landlord's  option and in no event
     shall the Lease or any rights or privileges hereunder be an asset of Tenant
     under any bankruptcy, insolvency or reorganization proceedings.

15.  Access.  Tenant shall permit  Landlord and its agents  (including,  but not
     limited to any  mortgagee  holding a mortgage  or deed of trust which is an
     encumbrance  against  the Land) to enter  into and upon the  Premises  but,
     except in an emergency, only on advance reasonable notice and at reasonable
     times  for the  purpose  of  inspecting  the  same or for  the  purpose  of
     repairing,  altering or  improving  the Premises or the  Building.  Nothing
     contained in this Section 15 shall be deemed to impose any obligation  upon
     Landlord not expressly  stated herein or elsewhere in this Lease.  Landlord
     shall,  on the same  basis,  have the right to enter the  Premises  for the
     purpose of showing the  Premises  to  prospective  tenants  within 270 days
     prior to the expiration or sooner termination of the Lease term.



                                     - 9 -
<PAGE>

16.  Damage  or   Destruction.   If  the  Premises  are  destroyed  or  rendered
     untenantable,  either  wholly  or in  part,  by fire or  other  unavoidable
     casualty,  Landlord may, at its option,  either (a) terminate this Lease as
     provided  herein,  (b) allow  Tenant to  terminate  this Lease as  provided
     herein, or (c) restore the Premises to their previous condition, and in the
     meantime  the monthly  rent shall be abated in the same  proportion  as the
     untenantable  portion  of the  Premises  bears  to the  whole  thereof.  If
     Landlord  elects not to restore the Premises  and to terminate  this Lease,
     then Landlord  shall so notify Tenant within thirty (30) days after receipt
     from  Tenant  of  notice  that  Tenant  deems  the  Premises   untenantable
     ("Tenant's  Notice").  If  Landlord  elects to restore the  Premises,  then
     Landlord  shall so notify Tenant within thirty (30) days after receipt from
     Tenant of  Tenant's  Notice,  and shall begin the  restoration  work within
     sixty (60) days of such date,  in which  event this Lease will  continue in
     full force and effect.  If Landlord  fails to notify Tenant of its election
     within thirty (30) days after receipt from Tenant of Tenant's Notice,  then
     Tenant  may  terminate  this  Lease  immediately  upon  written  notice  to
     Landlord.  If the  damage is due  directly  or  indirectly  to the fault or
     neglect  of  Tenant,  or  its  officers,  contractors,  licensees,  agents,
     servants,  employees,  guests,  invitees  or  visitors,  there  will  be no
     abatement of rent. All repairs shall be substantially  completed within 120
     days or Tenant shall have the option to teminate the Lease.

     If the Building or the  Premises are  destroyed or damaged by fire or other
     casualty  insured  against  under  Landlord's  fire and  extended  coverage
     insurance policy to the extent that more than fifty percent (50%) of either
     is rendered untenantable,  or if the Building or the Premises are destroyed
     or  materially  damaged by any other  casualty  other than those covered by
     such insurance policy,  notwithstanding that the Premises may be unaffected
     directly by such  destruction  or damage,  Landlord  may, at its  election,
     terminate  this Lease by notice in writing to Tenant within sixty (60) days
     after such destruction or damage. Such notice will be effective thirty (30)
     days after  receipt  thereof  by Tenant.  If the  Premises  are  damaged or
     destroyed and Landlord elects to repair and reconstruct the Premises,  then
     the term of this Lease will, at Landlord's option, be extended for the time
     required to complete such repair and reconstruction.  Landlord shall not be
     required to repair or restore fixtures,  improvements, or other property of
     Tenant.

     (a)  Business Interruption.  Other than as provided in Section 16 above and
          subject to section 17 below, no damages,  compensation, or claim shall
          be payable by Landlord to Tenant for inconvenience,  loss of business,
          or annoyance  arising from any repair or restoration of any portion of
          the Premises or of the Building as a result of fire or other casualty.
          Landlord shall use its best efforts to effect such repairs promptly.

     (b)  Tenant Improvements.  Landlord will not carry insurance of any kind on
          Tenant's  furniture or furnishings  or on any other personal  property
          fixtures, equipment, improvements, or appurtenances owned or installed
          by Tenant,  and Landlord shall not be obligated to repair,  subject to
          Section 17 below, any damage thereto or replace the same.

17.  Indemnification, Insurance and Waiver of Subrogation.

     (a)  Indemnification.  It is understood  and agreed that Landlord shall not
          be liable  for injury to any  person,  or for the loss of or damage to
          any property  (including property of Tenant) occurring in or about the
          Premises  from  any  cause  whatsoever,  except  for  that  caused  by
          Landlord's negligence or willful misconduct. Tenant hereby indemnifies
          and holds  Landlord  harmless  from and  against  and agrees to defend
          Landlord   against   any  and  all   claims,   charges,   liabilities,
          obligations,  penalties,  causes of action; liens, damages,  costs and
          expenses  (including  reasonable  attorneys'  fees) arising,  claimed,
          charged or incurred  against or by  Landlord  from any matter or thing
          arising from Tenant's use of the premises, the conduct of its business
          or form any activity,  work or other thing done, permitted or suffered
          by Tenant in or about the Premises or Common  Areas,  whether  arising
          from any breach or default in the  performance  of any  obligation  on
          Tenant's  part or to be  performed  under the terms of this Lease,  or
          arising  from  any  act or  negligence  of  Tenant,  or any  officers,
          contractor,  agent,  employee,  guest, licensee, or invitee of tenant,
          and  from all  costs,  reasonable  attorneys'  fees,  and  liabilities
          incurred in or about the



                                     - 10 -
<PAGE>

          defense  of any  such  claim  (including  appeals)  or any  action  or
          proceeding  brought  thereon  and in the  event  that  any  action  or
          proceeding  is  brought  against  Landlord  by reason  of such  claim.
          Tenant,  upon notice from Landlord,  shall defend the same at Tenant's
          expense by counsel reasonably  satisfactory to Landlord.  Tenant, as a
          material part of the  consideration  to Landlord,  hereby  assumes all
          cause other than  Landlord's  negligence or willful  misconduct,  and,
          except for Landlord's negligence or willful misconduct,  Tenant hereby
          waives all claims in respect  thereof against  Landlord.  Tenant shall
          maintain business interruption insurance and automobile insurance with
          respect to all Tenant owned motor  vehicles  parking on the  Property.
          The  indemnification  provided for in this paragraph shall survive any
          termination or expiration of this Lease. Landlord and its agents shall
          not be liable for any loss or damage to persons or property  resulting
          from fire, explosion, falling plaster, steam, gas, electricity,  water
          or rain which may leak from any part of the  Premises  or from  pipes,
          appliances  or  plumbing  works  therein  or from the roof,  street or
          subsurface  or from any other  place  resulting  from  dampness or any
          other cause  whatsoever,  unless caused by or due to the negligence or
          willful misconduct of Landlord, its agents or employees.  Landlord and
          its agents shall not be liable for interference  with the light or air
          to the Premises or for any latent defect on the Premises. Tenant shall
          give prompt  notice to Landlord in case of casualty or accidents on or
          about the Premises.

     (b)  Insurance.

          (1) Liability  Coverage.  During the entire Lease Term and at any time
          prior to the Lease Term commencing with the day on which possession of
          the Premises is delivered to Tenant for any reason,  Tenant shall,  at
          its own expense,  maintain commercial general liability insurance with
          a reputable  insurance  company or companies  with minimum  amounts of
          $1,000,000 single limit per occurrence and $2,000,000 in the aggregate
          for personal  injuries and property damage on or about the Premises to
          indemnify both Landlord and Tenant  against any such claims,  demands,
          losses, damages, liabilities and expenses. Landlord and the management
          company,  if any,  employed by Landlord  with  respect to the Building
          shall be named as  additional  insureds and shall be furnished  with a
          certificate of insurance which shall bear an endorsement that the same
          shall not be  canceled  except  upon not less than  thirty  (30) days'
          prior written notice to Landlord.
          (2) Property  Coverage.  Tenant  shall,  at its own expense,  maintain
          during  the  Lease  Term  and at any  time  prior  to the  Lease  Term
          commencing  with the  date on  which  possession  of the  Premises  is
          delivered to Tenant for any reason,  insurance covering its furniture,
          fixtures,  equipment,  all leasehold  improvements and inventory in an
          amount equal not less than 100% of the full replacement  value thereof
          as provided by basic form coverage with a special form endorsement.

     (c)  Increase in Insurance  Premium.  Tenant shall not keep,  use,  sell or
          offer  for sale in or upon  the  Premises  any  article  which  may be
          prohibited  by the form of property  insurance  policy  required to be
          carried  under this Lease.  Tenant  shall pay any increase in premiums
          for property  (including special form coverage)  insurance that may be
          charged  during the term of this lease on the amount of such insurance
          which may be carried by Landlord on the Premises,  the Building or the
          Property of which the Premises  are a part,  resulting  from  Tenant's
          occupancy,  whether or not Landlord  has  consented  thereto.  In such
          event,  Tenant shall also pay any additional premiums on the insurance
          policy that Landlord may carry for its protection  against the loss of
          business  income  through  property  damage.  In  determining  whether
          increased  premiums are the result of Tenant's use of the Premises,  a
          schedule, issued by the organization setting the insurance rate on the
          Premises,  showing  the  various  components  of such  rate,  shall be
          conclusive evidence of the several items and charges which make up the
          property insurance rate on the Premises.  Landlord shall deliver bills
          for such  additional  premiums to Tenant at such times as Landlord may
          elect, and Tenant shall immediately reimburse Landlord therefor.

     (d)  Waiver of  Subrogation.  Landlord and Tenant hereby  mutually  release
          each other from  liability  and waive all rights of  recovery  against
          each other for any loss in or about the



                                     - 11 -
<PAGE>

          Premises,  from perils insured against under their respective property
          insurance policies,  including any special form endorsements  thereof,
          whether due to negligence or any other cause.  This  paragraph  shall,
          however,  be inapplicable if it would have the effect, but only to the
          extent  it would  have  the  effect,  of  invalidating  any  insurance
          coverage of  Landlord or Tenant.  Tenant and  Landlord  shall,  at the
          request of the other,  execute and  deliver to the other,  a Waiver of
          Subrogation  in the form and content as  required by each's  insurance
          carrier.

     (e)  Companies.  Insurance  required hereunder shall be issued by companies
          rated  A-VII or better  in  "Bests"  Insurance  Guide,  or such  other
          companies approved by Landlord.

     (f)  Certificate  of  Insurance.  A  certificate  issued  by the  insurance
          carrier for each policy of  insurance  required  to be  maintained  by
          Tenant  under the  provisions  of this  Lease  shall be  delivered  to
          Landlord upon or before the delivery of the Premises to Tenant for any
          purpose,   and  thereafter  within  thirty  (30)  days  prior  to  the
          expiration  of the  term of each  such  policy.  Each  certificate  of
          insurance  and each policy of insurance  required to be  maintained by
          Tenant  hereunder  shall  expressly  evidence  insurance  coverage  as
          required by this lease.  All such policies shall be written as primary
          policies  not  contributing  with and not in excess of coverage  which
          Landlord may carry.

18.  Assignment  and  Subletting.  Except as provided  below,  Tenant  shall not
     voluntarily or by operation of law assign,  mortgage or otherwise  encumber
     all or any part of  Tenant's  interest  in this  Lease  or in the  Premises
     without  obtaining the prior  written  consent of Landlord in each instance
     and any attempt to do so without  first  obtaining  such  consent  shall be
     voidable at the option of Landlord;  provided, however, that Landlord shall
     not  unreasonably  withhold  or  delay  such  consent,  shall  be  based on
     Landlord's  best business  judgment,  which consent shall require that such
     assignee,  mortgagee or encumbrance consent to be bound by all of the terms
     and conditions of this Lease. In the event of any sublease or assignment to
     which Landlord's consent is requested and given, Landlord shall collect the
     rent paid by Tenant's  sublessee or assignee which is in excess of the rent
     due under this Lease, on a per rentable square foot basis. In reviewing any
     request for an assignment of Tenant's  interest under this Lease,  Landlord
     may take into consideration the  credit-worthiness  and business use of the
     proposed  assignee.  Notwithstanding  any of  the  foregoing,  without  the
     consent of Landlord,  Tenant may  voluntarily or by operation of law assign
     and   delegate   this  Lease  to  the   surviving   corporation   upon  any
     reorganization,  merger, consolidation or acquisition of Tenant, and Tenant
     may assign,  sublet and  delegate  this Lease for all or any portion of the
     Premises  to  its  parent  company,  any  wholly-owned  subsidiary  or  any
     affiliate,  provided that both Tenant and any such  assignee  shall both be
     bound by all of the terms and  conditions of this Lease.  Use and occupancy
     by assignee will be consistent  with  operation and  maintenance of a First
     Class office  building and will not be in conflict  with any other Lease in
     the Building.

     Tenant shall not sublease the Premises without  obtaining the prior written
     consent of Landlord,  which consent of Landlord  shall not be  unreasonably
     withheld or delayed,  shall be based on Landlord's best business  judgment,
     and which consent shall require that such subtenant  consent to be bound by
     all of the terms and conditions of this Lease.

     Consent to one assignment, subleasing or other transfer shall not be deemed
     to constitute  consent to any  subsequent  assignment,  subleasing or other
     transfer of Tenant's interest in this Lease.  Except as expressly  provided
     herein,  no such  assignment  or  subletting  shall  relieve  Tenant of any
     liability under this Lease  regardless of whether such liability  arises by
     or through Tenant.  Assignment or subletting  shall not operate as a waiver
     of the  necessity  for a written  consent to any  subsequent  assignment or
     subletting,  and the terms of such consent shall be binding upon any person
     holding by, under or through Tenant. Landlord may, at its election, collect
     rent  directly  from  such  assignee  or  subtenant.  If  such  consent  is
     requested,  Landlord  reserves  the right to  terminate  this Lease,  or if
     consent is requested for subletting less than the entire Premises, Landlord
     reserves  the  right  to  terminate  this  Lease  at  the  date  of  sublet
     commencement.



                                     - 12 -
<PAGE>

     In the event Tenant  desires to assign this Lease or sublet the Premises or
     any part hereof,  Tenant shall give Landlord written notice at least thirty
     (30)  days in  advance  of the date on which  Tenant  desires  to make such
     assignment or sublease,  which notice shall specify:  (a) the name, address
     and  business of the  proposed  assignee or  sublessee,  (b) the amount and
     location of the space  affected,  and (c) the proposed  effective  date and
     duration  of the  subletting  or  assignment,  and  (d)  current  financial
     statements  of the  proposed  assignee or  sublessee.  Each  request for an
     assignment or subletting  must be accompanied by a Processing Fee, equal to
     no less than five hundred dollars  ($500.00) plus reasonable legal fees, in
     order to reimburse Landlord for expenses,  incurred in connection with such
     request.

19.  Holdover.  If Tenant,  without the written consent of Landlord,  holds over
     after the expiration or termination of the term of this Lease, Tenant shall
     be deemed to be occupying the Premises on a month-to-month  tenancy,  which
     tenancy  may be  terminated  as  provided  by the  laws  of  the  State  of
     Washington.  During such  tenancy,  Tenant  agrees to pay to Landlord  rent
     equal to one hundred fifty percent  (150%) of the rent as set forth herein,
     unless a different rate shall be agreed upon, and to be bound by all of the
     terms, covenants and conditions herein specified, so far as applicable.

20.  Surrender of Premises.  Upon the  expiration or sooner  termination  of the
     term of this Lease,  whether by lapse of time or  otherwise,  Tenant  shall
     promptly and  peacefully  surrender  the  Premises to  Landlord,  and shall
     return to Landlord all keys thereto.

21.  Removal of Property.  Upon the  expiration  or sooner  termination  of this
     Lease,  Tenant may remove its trade  fixtures,  office supplies and movable
     office  furniture and  equipment not attached to the Building  provided (a)
     such removal is made prior to the  termination or expiration of this Lease,
     (b) Tenant is not in default  under any provision of this Lease at the time
     of such removal, and (c) Tenant immediately repairs all damage caused by or
     resulting  from such  removal.  All other  property in the Premises and any
     alterations   or  additions   thereto   (including,   without   limitation,
     wall-to-wall  carpeting,  paneling, wall covering, or lighting fixtures and
     apparatus) and any other article  affixed to the floor,  wall or ceiling of
     the  Premises  shall  become the property of Landlord and shall remain upon
     and be surrendered  with the Premises,  Tenant hereby waiving all rights to
     any payment or compensation therefor. If, however,  Landlord so requests in
     writing,  Tenant  shall,  upon  termination  of  this  Lease,  remove  such
     alterations,   additions,   fixtures,  equipment  and  property  placed  or
     installed by Tenant in the Premises  subsequent  to the  completion  of the
     tenant  improvements  to be made  pursuant  to Exhibit D below and to which
     Landlord  withheld its consent  under the terms of paragraph 12 above,  and
     shall  immediately  repair  any  damage  caused by or  resulting  from such
     removal to the condition of the Premises  prevailing  upon  commencement of
     this Lease, reasonable wear and tear excepted.

     If Tenant fails to remove any of its property of any nature whatsoever from
     the  Premises  or the  Building  at the  termination  of this Lease or when
     Landlord has the right of reentry,  Landlord may, at its option, remove and
     store said property  without  liability for loss thereof or damage thereto,
     such storage to be for the account and at the expense of Tenant.  If Tenant
     does not pay the cost of storing any such property after it has been stored
     for a period of thirty (30) days or more, Landlord may, at its option, sell
     or permit to be sold any or all of such  property at public or private sale
     at a price as is deemed to be  reasonable  for such  property (and Landlord
     may become a purchaser at such sale),  in such manner and at such times and
     places as Landlord in its sole discretion may deem proper without notice to
     Tenant,  and shall apply the proceeds of such sale:  first, to the cost and
     expense  of  such  sale,  including  reasonable  attorneys'  fees  actually
     incurred;  second,  to the  payment of the costs or charges for storing any
     such property;  third,  to the payment or any other sums of money which may
     then be or  thereafter  become due  Landlord  from Tenant  under any of the
     terms hereof; and fourth, the balance, if any, to Tenant.

22.  Defaults.



                                     - 13 -
<PAGE>

     (a)  Tenant's  Defaults.  Time is of the essence  hereof,  and in the event
          Tenant  violates or breaches or fails to keep or perform any covenant,
          agreement,  term or  condition  of this Lease,  and if such default or
          violation  continues  or is not be remedied  within five (5)  business
          days (or,  if no default in the  payment  of money is  involved,  then
          within ten (10) days,  or if such  breach  cannot be cured  within ten
          (10)  days,  then  Tenant  commences  a cure  within ten (10) days and
          thereafter diligently prosecutes such cure to completion) after notice
          in  writing  thereof is given by  Landlord  to Tenant  specifying  the
          matter claimed to be in default,  or if Tenant abandons or vacates the
          Premises or any significant portion thereof,  Landlord, at its option,
          may immediately  declare Tenant's rights under this Lease  terminated,
          and reenter the  Premises  using such force as may be  necessary,  and
          repossess  itself  thereof,  as of its former  estate,  and remove all
          persons  and  property  from the  Premises.  Notwithstanding  any such
          reentry,  the  liability  of Tenant  for the full  payment of rent and
          other  amounts  owed  hereunder  or provided  for herein  shall not be
          extinguished for the balance of this Lease, and Tenant shall make good
          to Landlord any deficiency arising from a reletting of the Premises at
          a lesser rent,  plus the reasonable  costs and expenses of renovating,
          altering and  reletting  the Premises,  including  attorneys'  fees or
          brokers'  fees incident to  Landlord's  reentry or  reletting.  Tenant
          shall pay any such  deficiency  each  month as the  amount  thereof is
          ascertained  by  Landlord  or,  at  Landlord's  option,  Landlord  may
          recover,  in  addition  to any other  sums,  the amount at the time of
          judgment  by which the unpaid  rent for the  balance of the term after
          judgment  exceeds the amount of rental loss which Tenant  proves could
          be reasonably  avoided,  discounted at the then Federal  Discount Rate
          less five percent (5%).  The  calculation of any amount of rental loss
          which  Tenant  claims  could be  reasonably  avoided  shall  take into
          account those sums which are reasonably  anticipated to be expended by
          Landlord for tenant  improvements,  moving expenses,  lease assumption
          costs,  real estate  commissions,  and all other costs associated with
          reletting the Premises. In reletting the Premises,  Landlord may grant
          reasonable rent concessions and Tenant shall not be credited therefor.
          Nothing  herein  shall be deemed to affect  the right of  Landlord  to
          recover for  indemnification  under Section 17 herein arising prior to
          the  termination  of this Lease,  or for any other remedy at law or in
          equity.

     (b)  Landlord's  Defaults.  If  Landlord  fails  to keep  and  perform  any
          covenants and agreements herein contained, and if after written notice
          from Tenant  specifying such default and permitting  Landlord at least
          thirty (30) days  (except in the event of an  emergency or a situation
          affecting  the  tenantable  condition of the  Premises,  in which case
          Landlord will be permitted a reasonable time under the  circumstances)
          to remedy same Landlord has failed to remedy such default, then Tenant
          may,  but shall not be obligated  to,  remedy such  default.  Landlord
          shall reimburse Tenant for all reasonable costs and expenses  incurred
          by Tenant in remedying such default,  and such reimbursement  shall be
          made within thirty (30) days of  Landlord's  receipt of an invoice for
          the amount of such costs and  expenses.  All  rights and  remedies  of
          Tenant under this Lease are  cumulative  and are not  exclusive of any
          other rights and remedies provided to Tenant under applicable law.

23.  Right to Perform. If Tenant fails to pay any sum of money, other than rent,
     required  to be paid by it  hereunder  or fails to perform any other act on
     its part to be performed hereunder, and such failure continues for ten (10)
     business  days after notice  thereof by  Landlord,  or such shorter time if
     reasonable  under  the  circumstances,  Landlord  may,  but  shall  not  be
     obligated  so to do, and  without  waiving  or  releasing  Tenant  from any
     obligations of Tenant,  make any such payment or perform any such other act
     on  Tenant's  part to be made  or  performed  as  provided  in this  Lease.
     Landlord  shall have (in addition to any other right or remedy of Landlord)
     the same  rights and  remedies in the event of the  nonpayment  of sums due
     under this  section  as in the case of default by Tenant in the  payment of
     rent.

24.  Nonwaiver.  Waiver by  Landlord  of any  breach of any term,  covenant,  or
     condition  herein  contained  shall  not be  deemed  to be a waiver  of any
     subsequent  breach of the same or any other  term,  covenant  or  condition
     herein contained.  The subsequent  acceptance of rent hereunder by Landlord



                                     - 14 -
<PAGE>

     shall not be deemed to be a waiver of any preceding breach by Tenant of any
     term, covenant, or condition of the Lease, other than the failure of Tenant
     to pay the particular rent so accepted,  regardless of Landlord's knowledge
     of such preceding breach at the time of acceptance of such rent.

25.  Costs and Attorneys' Fees. In the event of any action or proceeding arising
     out of or in connection with this Lease, the substantially prevailing party
     shall be entitled to all costs,  expenses and reasonable  attorneys'  fees,
     with or without suit and on appeal.

26.  Priority.  Tenant  agrees  that  this  Lease  will  be  subordinate  to any
     mortgage,  deed of trust or other  lien  covering  the  Premises,  upon and
     subject  to the  following  terms and  conditions:  Tenant's  subordination
     hereunder is expressly  conditioned  on execution and delivery to Tenant by
     each mortgagee,  each lienholder and each beneficiary of a deed of trust by
     whom subordination is hereafter  requested,  of a nondisturbance  agreement
     reasonably  acceptable  to  Tenant.  Such  agreement  shall  be  in a  form
     typically used for commercial  tenancies,  shall be in recordable  form and
     shall recognize  Tenant's  rights under this Lease in the event  Landlord's
     interest is terminated  while this Lease is in full force and effect.  Such
     nondisturbance  agreement shall include, among other things, a provision to
     the effect that in the event of a  termination  of the ground or underlying
     lease or foreclosure of the mortgage,  deed of trust or other lien in favor
     of said secured party,  or upon a sale of the property  encumbered  thereby
     pursuant  to the  trustee's  power  of sale  contained  therein,  or upon a
     transfer of the  Building or the  Premises by deed in lieu of  foreclosure,
     then for so long as  Tenant is not in  material  default  under the  terms,
     covenants,  and conditions of this Lease, this Lease shall continue in full
     force and effect as a direct lease between the owner or succeeding owner of
     the Premises or the Building (as appropriate),  as Landlord, and Tenant for
     the  balance  of the term of this  Lease,  upon and  subject  to all of the
     terms,   covenants  and  conditions  of  this  Lease.  Such  nondisturbance
     agreement shall not include any terms which are inconsistent with the terms
     of this  Lease  or which  adversely  affect  Tenant's  rights  or  increase
     Tenant's obligations under this Lease.

     Upon  request  by  Landlord  or the  landlord  under a  ground  lease or an
     underlying lease, or the holder of any mortgage,  lien or deed of trust now
     existing or that may  hereafter  be placed  upon the Land,  Premises or the
     Building,  Tenant will  promptly  execute an  Agreement  of  Subordination,
     Nondisturbance and Attornment in form acceptable to such requestor which is
     consistent with the foregoing.

27.  Nondisturbance.

     (a)  Subordination.  This Lease  shall be subject  and  subordinate  to any
          first mortgage or deed of trust 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").

     (b)  Foreclosure.  In the event of a foreclosure under Landlord's Mortgage,
          this  Lease  shall  continue  in  full  force  and  effect,   Tenant's
          possession of the Premises shall not be disturbed  provided  Tenant is
          not in  default  under  this  Lease,  and  Tenant  will  attorn to and
          recognize the mortgagee or purchaser at a foreclosure sale as Tenant's
          landlord for the remainder of the Lease Term.  The successor  landlord
          shall not be bound by (i) any payment of Rent or  Additional  Rent for
          more than one month in advance,  except the security  Deposit and free
          rent,  if  any,   specified  in  this  Lease;   (ii)  any   amendment,
          modification  or  termination  of this  Lease  without  the  successor
          landlord's   consent   after  Tenant  is  notified  of  the  successor
          landlord's  succession,   unless  the  amendment,   modification,   or
          termination  is  specifically  authorized  by this  Lease and does not
          require Landlord's prior agreement or consent;  or (iii) any liability
          for any act or omission of prior landlord.



                                     - 15 -
<PAGE>

     (c)  Self-Operating.  This  Section is  self-operating;  provided,  however
          Tenant shall  promptly  execute and deliver any  document  required by
          Landlord or the holder of Landlord's Mortgage necessary to confirm the
          agreement set forth in this Section.

28.  Estoppel Certificates. Landlord and Tenant shall, at any time and from time
     to time during any term of the Lease, upon not less than fifteen (15) days'
     prior written request from the other,  execute,  acknowledge and deliver to
     the other or its designee a statement in writing  certifying:  (1) the date
     this Lease was executed and the date it expires; (2) the date of occupancy;
     (3) the amount of minimum  monthly rent and the date to which such rent has
     been paid;  (4) that this Lease is unmodified  and in full force and effect
     (or,  if   modified,   stating   with   specificity   the  nature  of  such
     modification);  (5) that this Lease represents the entire agreement between
     the parties as to this  leasing;  (6) that there is not, to its  knowledge,
     any default by the other  hereunder,  or, if any  default is alleged,  then
     specifying  such  default;  (7) that on that  date  there  are no  existing
     defenses or offsets  which that party has against the  enforcement  of this
     Lease by the  other;  and (8) that no  security  has  been  deposited  with
     Landlord  (or,  if so, the amount  thereof).  Any such  statement  shall be
     provided by the party requesting its completion,  and such statement may be
     conclusively  relied upon by any  prospective  purchaser or encumbrancer of
     the Premises or assignee or  encumbrancer  of Tenant's  interest under this
     Lease.  In the event of the failure to deliver such  statement  within such
     time, the requested party shall be conclusively deemed to have admitted the
     accuracy of any  information  supplied by the  requestor  to a  prospective
     purchaser  or  mortgagee  related to any of the  matters  described  in (1)
     through (8) above,  and such admission may be  conclusively  relied upon by
     any  prospective  purchaser or  encumbrancer of the Premises or assignee or
     encumbrancer of Tenant's interest under this Lease.

29.  Transfer  of  Landlord's  Interest.  This Lease is  assignable  by Landlord
     without the consent of Tenant. In the event of any transfer or transfers of
     Landlord's interest in the Premises or the Building,  other than a transfer
     for security  purposes only, the transferor will 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 Tenant  agrees to attorn to
     the transferee.

30.  Condemnation.  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 will  automatically  terminate  as of the date
     Tenant is  required  to vacate the  Premises  and all rents will be paid to
     that date. In case of a taking of a part of the  Premises,  or a portion of
     the  Building not required for the  reasonable  use of the  Premises,  this
     Lease will continue in full force and effect and the rent will 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  possession of
     such portion is delivered to the condemning  authority.  Landlord  reserves
     all rights to receive  monetary  damages to the  Premises for any 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  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, provided that
     such  damages  may be claimed  only if they are awarded  separately  in the
     eminent domain  proceedings  and not as part of the damages  recoverable by
     Landlord.

31.  Advertising.  Tenant shall not inscribe any inscription,  or post, place or
     in any manner display any sign, notice, picture,  placard or poster, or any
     advertising  matter  whatsoever,  anywhere in or about the  Premises or the
     Building at places visible (either  directly or indirectly as an outline or
     shadow on a glass pane) from  anywhere  outside the Premises  without first
     obtaining  Landlord's written consent thereto. Any such consent by Landlord
     shall be upon the understanding and condition that Tenant, at its sole cost
     and expense,  will remove the same at the expiration or sooner  termination
     of this Lease and will repair any damage to the  Premises  or the  Building
     caused  thereby.  Notwithstanding  the  foregoing,  Landlord  hereby grants
     Tenant  the  non-exclusive  right to  install  signs on the  monument  sign
     adjacent  to the  Building.  Tenant's  right to do so is subject to City of



                                     - 16 -
<PAGE>

     Bellevue  regulations,  the  installation  being  completed  in a good  and
     workmanlike  manner,  and Landlord's  review and approval of the design and
     location of the signs,  which approval shall not be unreasonably  withheld.
     The design,  construction,  installation and removal of all signs is at the
     sole cost and expense of Tenant.

32.  Parking.  Parking  shall at all times be governed by rules and  regulations
     established by Landlord,  which may be changed with  reasonable  discretion
     from time to time.

     From 7:00 a.m.  to 5:00  p.m.,  Monday  through  Friday,  except  for legal
     holidays,  and at no additional  charge during the initial term (except for
     the  payment of any  parking  tax  subsequently  imposed by a  governmental
     authority),  Landlord  shall  provide  parking  at  a  ratio  of  four  (4)
     vehicles/one  thousand (1000) RSF on a  non-exclusive  basis in the surface
     parking lots.  Tenant may have one covered space marked  "reserved  between
     8am-5 pm/ weekdays" at no charge for the initial term of the Lease.

     Landlord  represents  and  warrants  to Tenant  that  Landlord is unable to
     provide  parking  to Tenant on an  exclusive  basis at any time  during the
     Lease term, except as specifically provided in the preceding paragraph.  If
     Tenant  experiences  a problem with the parking at the  Building  such that
     Tenant's  allotted  parking  spaces are  unavailable  to it on a consistent
     basis,  and so informs  Landlord,  then Landlord  shall take such measures,
     such as monitoring or valet parking, as are reasonably necessary to correct
     the problem,  and such  expenses  shall be charged to Tenant as  Additional
     Rent.  Tenant  acknowledges  that the  parking  lot is used and may be used
     jointly  by other  tenants  under a parking  access  agreement  managed  by
     Landlord.

33.  Execution  of  Lease by  Landlord.  The  submission  of this  document  for
     examination  and  negotiation  does not constitute an offer to lease,  or a
     reservation  of, or option for the  Premises.  This  document  will  become
     effective and binding only upon approval of this Lease by the party holding
     the mortgage or deed of trust  encumbering  the Building and the Land,  and
     upon the full  execution  of this Lease by  Landlord  and its  delivery  to
     Tenant.  No act or  omission  of any  employee  or agent of  Landlord or of
     Landlord's  broker  shall  alter,  change or modify  any of the  provisions
     hereof.

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

35.  Broker.  Tenant was represented in this lease transaction by Richard Brandt
     of CB Richard Ellis.  Landlord was represented in this lease transaction by
     Jeff Jochums of Colliers..  No other finder or broker  participated in this
     lease  transaction or is entitled to  compensation on account of this lease
     transaction.

     (a)  Representation and Indemnity  Regarding  Brokers.  Tenant and Landlord
          each represent and warrant to the other that they have not engaged any
          broker, finder or other person who would be entitled to any commission
          or fee in respect of the  negotiation,  execution  or delivery of this
          Lease except for those brokers  identified in paragraph 35 hereof, and
          each shall  indemnify  and hold  harmless the other  against any loss,
          cost,  liability  or expense  incurred by the other as a result of any
          claim  asserted  by any other  broker,  finder or other  person on the
          basis of any  arrangements  or agreements made or alleged to have been
          made by or on behalf of Tenant or Landlord.



                                     - 17 -
<PAGE>

36.  [Corporate  Authority.  Where  Tenant  is a  corporation,  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  of the  Board of
     Directors of Tenant.  Tenant shall, within thirty (30) days after execution
     of this Lease,  deliver to Landlord a certified copy of a resolution of the
     Board of Directors of Tenant authorizing or ratifying the execution of this
     Lease.]  [BRACKETED  LANGUAGE STRUCK OUT IN ORIGINAL]  Tenant shall provide
     Landlord with a copy of company's Corporate Resolution within ten (10) days
     of Lease execution.

37.  Additional Landlord Warranties.

     (a)  Quiet  Enjoyment.  Landlord  warrants and covenants  that,  during all
          terms  of  this  Lease,  Tenant  will  have  the  exclusive  right  to
          possession and quiet enjoyment of the Premises and will have, hold and
          enjoy the Premises peacefully and quietly,  without any manner of let,
          suit,  trouble  or  hindrance  [so long as  Tenant  complies  with all
          material  provisions of this Lease] [BRACKETED  LANGUAGE STRUCK OUT IN
          ORIGINAL].

     (b)  Hazardous Wastes. Landlord represents and warrants, to the best of its
          knowledge [without special inquiry]  [BRACKETED LANGUAGE STRUCK OUT IN
          ORIGINAL],  that no hazardous wastes, hazardous substances,  dangerous
          wastes or other contaminants,  as defined in applicable federal, state
          and/or local  statutes or  regulations  ("Contaminants")  are being or
          have in the past been  generated,  treated  or  disposed  of or at the
          Premises or the Building.  Landlord  shall not use,  generate,  treat,
          store  or  dispose  of  any  Contaminants  on the  Premises  or in the
          Building  except  in  accordance  with  any  law,  ordinance,  rule or
          regulation of any governmental  authority having jurisdiction over the
          Premises or the Building.  If Landlord breaches the obligations stated
          in the preceding  sentence,  or if the presence of Hazardous  Waste on
          the Premises or Building caused by Landlord  results in  contamination
          of the Premises or Building, then Landlord shall indemnify, defend and
          hold  Tenant  harmless  from any and all claims,  judgments,  damages,
          penalties,  fines, costs, liabilities,  or losses (including,  without
          limitation,  diminution in value of the Premises, damages for the loss
          or  restriction on the use of Tenant's  rentable or usable space,  and
          sums paid in settlement of claims,  attorneys'  fees,  consultant fees
          and  expert  fees)  which  arise  during or after the lease  term as a
          result of Contamination.  Any generation,  treatment, storage, release
          or disposal of Contaminants  by Tenant,  its employees or agents shall
          not fall within the scope of the  foregoing  indemnity.  The foregoing
          representations  and warranties  contained in this paragraph shall not
          be binding upon any  mortgagee,  and such  mortgagee's  successors and
          assigns,  who holds a mortgage or deed of trust  encumbering  the Land
          and who  succeeds to the  interest  of Landlord  under this Lease as a
          result of foreclosure or otherwise,  or upon any successor in interest
          to Landlord  who  purchases  the interest of Landlord in the Land at a
          foreclosure sale conducted for the benefit of such mortgagee.

38.  Right of First  Opportunity.  Landlord shall provide Tenant with a Right of
     First  Opportunity,  subject to the existing Right of First  Information in
     favor of Data  Dimensions,  Stamps.com  Right of First  Offer or Renewal in
     favor of  EarthLink,  beginning in the 13th month of the Lease Term. In the
     event additional space becomes  available to lease,  Landlord shall provide
     Tenant with notice of  availability  to lease and the date thereof.  Tenant
     shall have ten (10) business days from receipt of notice to exercise  Right
     of First  Offer in  writing  to  Landlord.  If Tenant  does not  respond in
     writing to Landlord, this Right of First Opportunity shall be deemed waived
     for the said  space  for a period  of one (1)  year,  or until  said  space
     becomes  available again (to be no sooner than six months).  If Tenant does
     respond and does wish to lease the space,  terms and  conditions  for space
     leased under this option shall be consistent  with terms and conditions for
     comparable  space in the Bellevue  area at then  prevailing  market  rents.
     Should  Tenant and  Landlord  not come terms for the  option  space  within
     thirty (30) days after  Landlord's  receipt of Tenant's  notice,  then rent
     shall be determined by arbitration  using the same procedures  described in
     Exhibit G of these Lease.  Tenant may not exercise this option if Tenant is
     then in default under this lease.



                                     - 18 -
<PAGE>

39.  General Provisions.

     (a)  Section  Headings.  The title of 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)  Governing  Law. This Lease shall be construed and governed by the laws
          of the State of Washington.

     (c)  Binding on  Successors.  All of the covenants,  agreements,  terms and
          conditions  contained in this Lease shall apply to and be binding upon
          Landlord   and  Tenant   and  their   respective   heirs,   executors,
          administrators, successors and assigns.

     (d)  Entire  Agreement.  This Lease  contains all covenants and  agreements
          between  Landlord and Tenant  relating in any manner to the rent,  use
          and  occupancy  of the  Premises  and 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.  Any  provision  of this Lease  which  shall  prove to be
          invalid,  void or illegal shall in no way affect, impair or invalidate
          any other provision hereof and the remaining  provisions  hereof shall
          nevertheless remain in full force and effect.

     (e)  Name of Building.  Landlord reserves the right to name and re-name the
          Building from time to time, and to install signs accordingly,  without
          compensation, but only with prior written notice to Tenant.

     (f)  Invalidity  of  Provisions.  The  invalidity of all or any part of any
          section of this Lease will not render  invalid the  remainder  of this
          Lease or the remainder of such section. If any provision of this Lease
          is so broad as to be unenforceable, such provision will be interpreted
          to be only so broad as is enforceable.




     (g)  Exhibits. The following exhibits are made a part of this Lease:

                Exhibit A - Legal Description of Land
                Exhibit A1- Legal Description of Project
                Exhibit B - Parking Plan
                Exhibit C - Plan of the Premises
                Exhibit D - Tenant Improvements
                Exhibit E - Rules & Regulations
                Exhibit F - Certificate of Corporate Resolution of Tenant
                Exhibit G - Option to Extend
                Exhibit H - Letter of Credit





                                     - 19 -
<PAGE>


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


                                   LANDLORD:

                                   STERLING REALTY ORGANIZATION CO.,
                                   a Washington corporation



                                   By:          /s/ David Schooler
                                        ----------------------------------------
                                             David Schooler, President



                                   TENANT:

                                   INFOWAVE, USA, Inc.
                                   a Washington corporation



                                   By:             /s/ Bijan Sanii
                                        ----------------------------------------
                                   Its:      COO
                                        ----------------------------------------





                                     - 20 -
<PAGE>


STATE OF WASHINGTON        )
                           ) ss.
COUNTY OF KING             )

     THIS IS TO  CERTIFY  that on this  ______  day of , 2001,  before  me,  the
undersigned,  a  notary  public  in  and  for  the  State  of  Washington,  duly
commissioned and sworn,  personally  appeared DAVID SCHOOLER,  to me known to be
the President of STERLING REALTY ORGANIZATION CO., a Washington corporation, 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
said individual was authorized to execute said instrument.

     WITNESS  my hand and  official  seal  the day and year in this  certificate
first above written.


                                        ----------------------------------------
                                        (Signature)

                                        ----------------------------------------
                                        (Please print name legibly)

                                        NOTARY PUBLIC in and for the
                                        State of Washington, residing
                                        at -------------------------------------
                                        My commission expires ------------------



STATE OF WASHINGTON        )
                           ) ss.
COUNTY OF KING             )


     THIS IS TO  CERTIFY  that on this  _____  day of ,  2001,  before  me,  the
undersigned,  a  notary  public  in  and  for  the  State  of  Washington,  duly
commissioned and sworn, personally appeared ___________________,  to me known to
be  the  _______________  of ,  the  that  executed  the  within  and  foregoing
instrument,  and  acknowledged  the said instrument to be the free and voluntary
act and deed of said for the uses and purposes  therein  mentioned,  and on oath
stated that _____ was authorized to execute said instrument.

         WITNESS my hand and official seal the day and year in this  certificate
first above written.



                                        ----------------------------------------
                                        (Signature)

                                        ----------------------------------------
                                        (Please print name legibly)

                                        NOTARY PUBLIC in and for the
                                        State of Washington, residing
                                        at -------------------------------------
                                        My commission expires ------------------



                                     - 21 -
<PAGE>

                                    EXHIBIT A
                                       TO
                                 LEASE AGREEMENT


                            Legal Description of Land
                            -------------------------


Parcel C

All  that  certain  real  property  situate  in the  County  of  King,  State of
Washington,  being a portion of the south half of the  northwest  quarter of the
southeast  quarter of Section 9, Township 24 North,  Range 5 East, W.M., in King
County, Washington, and being more particularly described as follows:

Beginning at the southwesterly  corner of the southeast quarter of the northwest
quarter of the southeast quarter of Section 9, Township 24 North,  Range 5 East,
W.M., in King County, Washington;  thence from said Point of Beginning along the
south line of the southwest  quarter of the  northwest  quarter of the southeast
quarter of said Section 9 north  87(degree)22'54"  west 32.98 feet; thence north
01(degree)08'52"  east 166.07  feet;  thence north  33(degree)59'03"  east 61.63
feet;   thence   south   87(degree)22'23"   east  274.45   feet;   thence  south
02(degree)37'06"  west  218.60  feet to a point on the south  line of said south
half of the  northwest  quarter of the  southeast  quarter of Section 9;  thence
along last said south line north  87(degree)22'54"  west 269.29 feet to the True
Point of Beginning.











                                      A-1
<PAGE>

                                   EXHIBIT A-1
                                       TO
                                 LEASE AGREEMENT


                          Legal Description of Project
                          ----------------------------


All  that  certain  real  property  situate  in the  County  of  King,  State of
Washington,  being a portion of the south half of the  northwest  quarter of the
southeast  quarter of Section 9, Township 24 North,  Range 5 East, W.M., in King
County, Washington, and being more particularly described as follows:

Beginning at the southwesterly  corner of the southeast quarter of the northwest
quarter of the southeast quarter of Section 9, Township 24 North,  Range 5 East,
W.M., in King County, Washington;  thence from said Point of Beginning along the
south line of the southwest  quarter of the  northwest  quarter of the southeast
quarter of said Section 9 north  87(degree)22'54"  west 32.98 feet; thence north
01(degree)08'52"  east 166.07  feet;  thence north  33(degree)59'03"  east 61.63
feet;   thence   south   87(degree)22'23"   east  274.45   feet;   thence  south
02(degree)37'06"  west  218.60  feet to a point on the south  line of said south
half of the  northwest  quarter of the  southeast  quarter of Section 9;  thence
along last said south line north  87(degree)22'54"  west 269.29 feet to the True
Point of Beginning.

(ALSO KNOWN as Parcel C of boundary line  adjustment  recorded  under  Recording
Number 9101239007.)

TOGETHER WITH a non-exclusive  reciprocal easement for common parking and access
as contained in instrument recorded under Recording Number 8903140587.

TOGETHER  WITH a  non-exclusive  easement for ingress,  egress and  utilities as
contained in  instrument  recorded  under  Recording  Number  8506270469  and as
amended by instrument recorded under Recording Number 9101100008.







                                      A-2
<PAGE>

                                    EXHIBIT B
                                       TO
                                 LEASE AGREEMENT


                                  Parking Plan
                                  ------------


                                 [see attached]








                                      B-1
<PAGE>

                                    EXHIBIT C
                                       TO
                                 LEASE AGREEMENT



                              Plan of the Premises
                              --------------------


                                 [see attached]







                                       C-1
<PAGE>

                                    EXHIBIT D
                                       TO
                                 LEASE AGREEMENT


                               Tenant Improvements
                               -------------------














                                      E-1

<PAGE>
                                    EXHIBIT E
                                       TO
                                 LEASE AGREEMENT


                               Rules & Regulations
                               -------------------

1.   No sign, placard, picture, advertisement, name or notice shall be installed
     or displayed  on any part of the outside or inside of the Building  without
     the prior written consent of the Landlord. 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 approved  signs or lettering on
     doors and walls  shall be printed,  painted,  affixed or  inscribed  at the
     expense of Tenant by a person chosen by Landlord.

2.   If Landlord objects in writing to any curtains,  blinds, shadow, screens or
     hanging plants or other similar  objects  attached to or used in connection
     with  any  window  or  door  of  the  Premises,  Tenant  shall  immediately
     discontinue  such use.  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 sidewalk,  halls, passages, exits, entrances,
     elevators,  escalators,  or stairways of the Building. The halls, passages,
     exits, entrances,  shopping malls, elevators,  escalators 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 or 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.

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

5.   All  cleaning  and  janitorial  services  for the Building and the Premises
     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 Tenant's  property  by the  janitor or any other  employee or any
     other person.

6.   Landlord will furnish Tenant, free of charge, two keys to each door lock in
     the  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
     the Premises.  If Tenant installs a separate security system,  Tenant shall
     provide Landlord with card keys or passwords for emergency access.  Tenant,
     upon the termination of its tenancy,  shall deliver to Landlord the keys of
     all doors which have been furnished to Tenant, and in the event of any keys
     so furnished, shall pay Landlord therefore.

7.   If Tenant  requires  telegraphic,  telephonic,  security  system or similar
     services, it shall first obtain, and comply with,  Landlord's  instructions
     for their installation.

8.   Tenant shall not place a load upon any floor of the Premises  which exceeds
     the load per square  foot for 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.



                                      E-2
<PAGE>

     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 other tenant in the  Building,  shall be
     placed and  maintained  by  Tenant,  at  Tenant's  expenses,  on  vibration
     eliminators  or other devices  sufficient to eliminate  noise or vibration.
     The persons  employed to move such equipment in or out of the Building must
     be acceptable to Landlord. 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.

9.   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 birds or animals.

10.  Tenant shall not use any method of heating or  air-conditioning  other than
     that supplied by Landlord.

11.  Tenant shall not waste electricity, water or air-conditioning and agrees to
     cooperate fully with Landlord to assure the most effective operation of the
     Building's heating and air-conditioning 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.

12.  Landlord  reserves  the  right,  exercisable  without  notice  and  without
     liability to Tenant, to change the name and street address of the Building.

13.  Landlord  reserves the right to exclude from the Building between the hours
     of 6 p.m.  and 7 a.m.  the  following  day,  or such other  hours as may be
     established  from  time to time  by  Landlord,  and on  Sundays  and  legal
     holidays,  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  admission  to or
     exclusion from the Building of any person.  Landlord  reserves the right to
     prevent  access to the  Building in case of  invasion,  mob,  riot,  public
     excitement or other commotion by closing the doors or by other  appropriate
     action.

14.  Tenant shall close and lock the doors of its Premises and entirely  shutoff
     all water faucets or other water  apparatus,  and  electricity,  gas or air
     outlets 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.

15.  The Building is a  no-smoking  building.  Tenant,  its  employees,  agents,
     guests,  invitees,  and licensees are  prohibited at all times from smoking
     within the Building,  the Premises,  the Common Area or the Land, except in
     designated smoking areas outside the Building and the Premises, which shall
     be identified by Landlord from time to time.

16.  The toilet rooms,  toilets,  urinals,  wash bowls 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 who, or whose employees
     or invitees, shall have caused it.

17.  Tenant  shall  not sell,  or  permit  the sale at  retail,  of  newspapers,
     magazines,  periodicals,  theater tickets or any other goods or merchandise
     to the  general  public in or on the  Premises.  Tenant  shall not make any
     room-to-room  solicitation  of business from other tenants in the Building.
     Tenant shall



                                      E-3
<PAGE>

     not  use  the  Premises  for any  business  or  activity  other  than  that
     specifically provided or in Tenant's Lease.

18.  Tenant  shall  not  install  any  radio  or  television  antenna,   telecom
     equipment, loudspeaker or other device on the roof or exterior walls of the
     Building.  Tenant shall not interfere with radio or television broadcasting
     or reception from or in the Building or elsewhere.

19.  Tenant shall not mark,  drive nails,  screws or drill into the  partitions,
     woodwork or plaster or in any way deface the Premises or any part  thereof.
     Landlord  reserves  the  right to direct  electricians  as to where and how
     telephone and telegraph wires are to be introduced to the Premises.  Tenant
     shall not cut or bore  holes for  wires.  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 noncompliance with
     this rule,  except that Tenant shall be permitted to use nails,  screws, or
     other hardware necessary to hang artwork, display boards and other standard
     office fixtures.

20.  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 the same.

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  liquor  or  drugs  or who is in  violation  of  any  of the  Rules  and
     Regulations of the Building.

22.  Tenant shall store all trash and garbage within its Premises.  Tenant shall
     not place in any trash  box or  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 made in accordance with
     directions  issued  from time to time by  Landlord.  Disposal  of any large
     debris will be at Tenant's expense.

23.  The Premises shall not be used for the storage of merchandise hold for sale
     to the general public, or for lodging or for manufacturing of any kind, nor
     shall the  Premises be used for any  improper  or immoral or  objectionable
     purpose.

24.  Microwave  cooking is  permitted  on the  Premises,  as is use by Tenant of
     Underwriters'  Laboratory  approved equipment for brewing coffee,  tea, hot
     chocolate and similar  beverages,  provided that such  equipment is used in
     accordance with all applicable federal, state, county and city laws, codes,
     ordinances,  rules  and  regulations.  Tenant is not  allowed  to use space
     heaters in the  Premises.  All  appliance  outlets  shall be  equipped  and
     operated by mechanical timers.

25.  Tenant  shall not use in any space or in the public  halls 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 any other vehicles of any kind into the Building.

26.  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
     of Tenant except as Tenant's address.

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

28.  Tenant  shall take all  reasonable  measures to protect its  Premises  from
     theft,  robbery,  and pilferage,  which  includes  keeping doors locked and
     other means of entry into the Premises closed.

29.  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 of
     their regular duties unless under special  instructions from Landlord,  and
     no employee of Landlord will admit any person  (Tenant or otherwise) to any
     office without specific instructions from Landlord.



                                      E-4

<PAGE>

30.  Tenant  shall not park its  vehicles in any  parking  areas  designated  by
     Landlord as areas for parking by visitors to the Building. Tenant shall not
     leave  vehicles  in the  Building  parking  areas  overnight  nor  park any
     vehicles in the Building parking areas other than automobiles, motorcycles,
     motor driven or non-motor driven bicycles or four-wheeled trucks.

31.  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
     of any other  tenant,  nor  prevent  Landlord  from  thereafter  reasonably
     enforcing any such Rules and Regulations  against any or all of the tenants
     of the Building.

32.  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 premises in the Building.

33.  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  hereinabove  stated  and any  additional  rules and
     regulations which are adopted.

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







                                      E-5
<PAGE>

                                    EXHIBIT F
                                       TO
                                 LEASE AGREEMENT



                  Certificate of Corporate Resolution of Tenant
                  ---------------------------------------------

     I,  ------------------,   hereby  certify  that  I  am  the  duly  elected,
qualified,  and acting  Secretary  of  ------------------,  a  corporation  duly
organized  under  the laws of the state of  Washington  (the  "Corporation").  I
further certify that on the ---- day of ------------------,  2001, the following
resolution  was duly adopted by the directors of the  Corporation,  and that the
resolution  is now in full force and effect and has not been  altered,  amended,
modified or repealed:

     RESOLVED,   that   ------------------,   the   ------------------   of  the
     Corporation,   or   ------------------,   the   ------------------  of  the
     Corporation,  are hereby  each  individually  authorized  to sign the Lease
     Agreement between the Corporation and Sterling Realty Organization Co. (the
     "Landlord") dated ------------------ with respect to Premises identified as
     Suite ______ of the building located at , Bellevue,  Washington,  and after
     its execution and delivery by the Corporation  and the Landlord,  the Lease
     will  be a  binding  and  enforceable  obligation  of  the  Corporation  in
     accordance with its terms.

     I hereby  certify  that:  (1) the  above  Resolution  was duly  passed at a
special and/or general meeting of the Board of Directors of the Corporation held
on  ------------------  at which  were  present  and  voting a  majority  of the
directors; (2) the above Resolution has been duly recorded in the minute book of
the Corporation; (3) there are no provisions in the Articles of Incorporation or
Bylaws of the Corporation  that would impair or modify the  effectiveness of the
above Resolution;  (4) the Resolution has not been altered or amended subsequent
to its adoption; and (5) said Resolution is now in full force and effect.

     WITNESS MY HAND this --- day of ------------------, 2001.



                                       ---------------------------------------

                                       By: -----------------------------------
                                           ------------------, Secretary



                                      F-1
<PAGE>

                                    EXHIBIT G
                                       TO
                                 LEASE AGREEMENT


                                Option to Extend
                                ----------------


Landlord and Tenant  hereby agree the Lease Term may be extended for a period of
Five ( 5 ) years (the "Extended  Term") at the election of Tenant,  exercised by
delivery to Landlord of a written  notice  delivered  not later than two hundred
ten (210) days and not earlier than three hundred sixty-five (365) days prior to
the end of the initial Lease Term (the "Option  Notice"),  so long as (i) Tenant
is not and has never been in  default  under the terms of this  Lease;  and (ii)
Tenant has not assigned this Lease,  nor sublet the Premises in whole or in part
other than to a parent,  subsidiary,  or affiliated company. In the event Option
to Renew is exercised  by an  affiliate  of Tenant,  Tenant shall be jointly and
severally  liable with the assignee for the payment of rent and the  performance
of all terms, covenants,  and conditions of this Lease during the option period.
Rent  for the  Premises  at the  commencement  of any  Extended  Term  shall  be
determined in accordance with the following procedure:

(a)  Promptly following receipt by Landlord of Tenant's Option Notice,  Landlord
     and Tenant  shall  attempt to reach  agreement  on the initial Rent for the
     Extended  Term in  question  which Rent shall be at the then  current  fair
     market  rental value for the  Premises.  If Landlord and Tenant are able to
     agree on the Rent for the Extended  Term in  question,  Landlord and Tenant
     shall  immediately  execute an amendment to this Lease  stating the initial
     Rent for such Extended Term.

(b)  If the parties are unable to agree on the Rent for the Extended Term within
     thirty (30) days following  Landlord's  receipt of the Option Notice,  then
     each party, at its cost and by giving notice to the other party, shall have
     twenty  (20) days  within  which to appoint an MAI  certified  real  estate
     appraiser  with at least five (5)  years'  full-time  commercial  appraisal
     experience  in Bellevue,  Washington,  to appraise and set the initial Rent
     for such  Extended  Term in  accordance  with the then  current fair market
     rental value for comparable space in comparable buildings.  If either party
     does not appoint an  appraiser  within  such  twenty  (20) day period,  the
     single  appraiser  appointed  shall be the sole appraiser and shall set the
     initial Rent for the Extended  Term. If two appraisers are appointed by the
     parties as stated in this  paragraph,  they shall meet promptly and attempt
     to set the initial  minimum Rent for the Extended  Term. If they are unable
     to agree  within  thirty  (30) days  after the  second  appraiser  has been
     appointed,  the two appraisers  shall elect a third  appraiser  meeting the
     qualifications  stated above within twenty (20) days after the last day the
     two  appraisers  are given to set the initial Rent for the  Extended  Term.
     Each of the parties shall bear one-half (1/2) of the cost of appointing the
     cost of the third  appraiser and of paying the third  appraiser's  fee. The
     third appraiser, however selected, shall be a person who has not previously
     acted in any capacity for either party.

(c)  Within  twenty  (20) days after the  selection  of the third  appraiser,  a
     majority  of the  appraisers  shall set the initial  Rent for the  Extended
     Term. If a majority of the  appraisers  are unable to set the Rent within a
     stipulated  period  of  time,  the two  closest  appraisers  shall be added
     together and their total divided by two (2); the resulting  quotient  shall
     be the Rent  for the  Premises  during  the  Extended  Term.  In no  event,
     however,  shall  Rent for the  Extended  Term be less than the Rent for the
     immediately preceding period of the Lease Term.



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