EXHIBIT 10.3
                                      LEASE
                          RAZORE LAND COMPANY, LANDLORD
             INTERACTIVE BUYERS NETWORK INTERNATIONAL, LTD., TENANT

                             DATED October 11, 1999


                                      LEASE

                                TABLE OF CONTENTS

1      BASIC  LEASE  TERMS
2.     PREMISES
3.     TERM
          3.1     Commerce
          3.2     Expire
4.     TENANT  IMPROVEMENTS;  EARLY  POSSESSION,  DELAYED DELIVERY OF POSSESSION
          4.1     Tenant  Improvements
          4.2     Early  Occupancy
          4.3     Landlord  Delay
          4.4     Tenant  Delay
5.     RENT
          5.1     Rent
          5.2     Manner  of  Payment
          5.3     Rent  Commencement  PREPAID  RENT  AND  SECURITY  DEPOSIT
6.     PREPAID  RENT  AND  SECURITY  DEPOSIT
          6.1     Deposit
          6.2     Use  of  Deposit  to  Cure
          6.3     Return  of  Security  Deposit
          6.4     Treatment  as  Security  Deposit
          6.5     Landlord's  Obligation  Regarding  Deposit
7.     USE  OF  PREMISES
          7.1     Use
          7.2     Prohibited  Uses
          7.3     No  Nuisance
          7.4     Telecommunications  Providers
8.     ADDITIONAL  RENT  FOR  OPERATING  EXPENSES
          8.1     Tenant  Payment
          8.2     Tenant's  Share
          8.3     Definitions
          8.4     Determination  of  Operating  Expenses
          8.5     Reconciliation
          8.6     Upon  Lease  Termination
          8.7     Landlord  Rights
9.     MAINTENANCE  AND  REPAIR  RESPONSIBILITY
          9.1     Maintenance  Obligations
          9.2     No  Obligation  For  Alteration
          9.3     Tenant  Waiver
10.     COMMON  AREAS
          10.1     Use  of  Common  Areas
          10.2     Definition  of  Common  Areas
11.     UTILITIES  AND  SERVICES
          11.1     Furnishing  of  Utilities  and  Services
          11.2     Additional  Services
          11.3     After  Hours
          11.4     Separate  Meters
          11.5     Failure
12.     LIMITS  ON  LANDLORD'S  LIABILITY
          12.1     Circumstances  Beyond  Control
          12.2     Unreasonable  Period  of  Failure
          12.3     Tenant  Caused
          12.4     No  Abatement  of  Rent
          12.5     No  Interference
13.     ALTERATIONS  AND  ADDITIONS  BY  TENANT;  LIENS  AND  INSOLVENCY
          13.1     Alterations  and  Additions  by  Tenant
          13.2     Liens  and  Insolvency  .
14.     INSURANCE;  INDEMNITY
          14.1     Tenant  Waiver
          14.2     Indemnity
          14.3     Landlord's  Responsibility
          14.4     Tenant's  insurance
          14.5     Policies
          14.6     Landlord's  Insurance
          14.7     Proceeds
          14.8     Waiver  of  Subrogation
          14.9     Notification  of  Accidents
15.     DESTRUCTION
          15.1     Election  to  Restore
          15.2     Rent  Abatement
          15.3     Repairs  to  Tenant  Installations
          15.4     No  Compensation
16.     CONDEMNATION
          16.1     Termination  of  Lease
          16.2     Election  of  Termination
          16.3     Reduction  of  Rent
          16.4     Award
          16.5     Landlord  Authority
17.     ASSIGNMENT  AND  SUBLETTING
          17.1     Landlord  Consent  Required
          17.2     Deemed  Assignment
          17.3     Recapture
          17.4     Additional  Requirements
          17.5     Assignment  with  Bankruptcy
          17.6     Sale
          17.7     Binding
18.     DEFAULT
          18.1     Definition  of  Default
          18.2     Tenant  Notification
          18.3     Landlord  Default
          18.4     Rental  Concession
19.     REMEDIES  IN  DEFAULT
          19.1     Landlord  Remedies
          19.2     Tenant  Payment  of  Costs
          19.3     Termination
          19.4     No  Termination
          19.5     Landlord  Election  to  Make  Tenant  Advances
20.     ACCESS
21.     SURRENDER  OF  PREMISES;  HOLD-OVER  TENANCY
          21.1     Surrender  of  Premises
          21.2     Hold-Over  Tenancy
22.     COMPLIANCE  WITH  LAW
23.     RULES  AND  REGULATIONS
24.     PARKING
24.     ESTOPPEL  CERTIFICATES
26.     SUBORDINATION
27.     REMOVAL  OF  PROPERTY
28.     PERSONAL  PROPERTY  TAXES
29.     NOTICES
30.     CONDITION  OF  PREMISES
31.     HAZARDOUS  SUBSTANCES
          31.1     Tenant  Obligations
          31.2     Tenant  Indemnity
          31.3     Landlord  Inspection
          31.4     Survival
32.     SIGNS
33.     GENERAL  PROVISIONS
          33.1     Attorneys'  Fees
          33.2     Governing  Law;  Venue
          33.3     Cumulative  Remedies
          33.4     Exhibits;  Addenda
          33.5     Interpretation
          33.6     Joint  Obligation
          33.7     Keys
          33.8     Late  Charges;  Interest
          33.9     Light,  Air,  and  View
          33.10     Measurements
          33.11     Name
          33.12     Prior  Agreements,  Amendments
          33.13     Recordation
          33.14     Liability
          33.15     Severability
          33.16     Time
          33.17     Waiver
          33.18     No  Waste
          33.19     Force  Majeure
          33.20     Quiet  Enjoyment
          33.21     Building  Planning

34.  AUTHORITY  OF  TENANT
     34.1     Tenant  as  Corporation
     34.2     Tenant  as  Partnership  or  LLC
35.  FINANCIAL  STATEMENTS
36.  COMMISSIONS

Exhibits  to  this  Lease:
Exhibit  A-1     Premises
Exhibit  A-2     Legal  Description  of  Property


<PAGE>
                                      LEASE

LEASE,  dated  SEPTEMBER  28,  1999,  between  RAZORE LAND COMPANY, a Washington
corporation  ("Landlord"), and INTERACTIVE BUYERS NETWORK INTERNATIONAL, LTD., a
Nevada  Corporation

("Tenant").

1.     Basic  Lease  Terms,This  Section  sets forth certain basic terms of this
       --------------------
Lease for reference purposes. This Section is to be read in conjunction with the
other  provisions  of  this  Lease;  provided,

however.  to  the extent of any inconsistency between this Section and the other
provisions  of  this  Lease,  this  Section  shall  control.

Leased  Premises  (See  #2)

               Operating  Expenses  (See  #8)

Business Park   QUADRANT PARKSIDE CENTER   Tenant's Share   6.61  % of property
                                           Initial  Additonal  Rent
Building Name   Building Three 13)                              $2,400.83/Month
Address         18939 - 120t" Avenue NE    Parking  (See  #24)
                Suite  111                 2.8/1000  unreserved  parking  spaces
                Bothell,  WA  98011
                Brokers  (see  #36)

Rentable  SQ. Ft. approximately 6,700 rsf   For Tenant
                                                   Windermere Real Estate,  Inc.
Final  square  footage  measurements shall be made
                                          For Landlord   Colliers  International
In  accordance  with  BOMA  standards.

Rent;  Prepaid  Sent;  Security  Deposit     Addresses  for  Notices  (See  #29)

(See  #5  and  #6)
                                          Landlord;

Elase Monthly Rent                        Razore,  Land  Company
Month  1  -  12       $8,375.00/Month
Months  13  -  24     $8,654.17/Month     C/o  Quadrant/KMS  Management Services
Months  25  -  36     $8,933.33/Month     728  134th  Street  SW,  Suite  209
                                          Everett,  WA  98204
Prepaid  Rent         $8,375.00,          First Month Rent  Tel:    425-741-2828
                                          Fax:     425-741-3838
Security  Deposit     $53,599.98          Attn:     Alicia  A.  Shaw
(See  1A.1)

                                          Tenant:

Term  (See  1A.2  and  #3)         Interactive Buyers Network International, LTD
                                   18939  -  120th  Avenue  NE.  Suite  111
Commencement  Date                 November  1,  1999   Bothell,  WA  98011

Rent  Commencement  Date           November  1,  1999   Attn: Dennis McQuilliams
Expiraflon Date  October 31, 2002  Tel:
Length  of Term  Three (3) years   Fax:

Permitted  Use
General  office  use.


<PAGE>
EXHIBIT  I

1A.     Special  Lease  Terms.     The  following  additional  lease terms shall
apply.  To the extent of any inconsistency between this Section 1A and the other
provisions  of  the  Lease,  this  Section  1A  shall  control.

1A.1     Security  Deposit.     Tenant  shall  provide  Landlord with a security
deposit  equal  to  the last six (6) months rent due upon execution of the Lease
document.  The security deposit shall be in the form of a Certificate of Deposit
in  the  amount  of  $44,666.65 and cash deposit in the amount of $8,933.33. The
Certificate  of  Deposit  shall  in  the name of the Tenant and shall be kept in
trust  by  the Tenants bank. The Tenants bank shall provide an assignment to the
Landlord  that  will allow and comply with the Security Deposit sections of this
Lease.  The  Tenant  shall  submit the Certificate of Deposit assignment and the
cash  deposit  upon execution of the Lease. The Landlord shall release any claim
to  the Certificate of Deposit to the Tenants bank upon expiration of the Lease,
subject  to  the  terms  of  the  Lease  as  respects  the  Security  Deposit.

1A.3     Commencement  Date.     The  Lease  Commencement  Date  and  Rent
Commencement date shall be subject to Section 1, and shall not be dependent upon
completion  of scheduled tenant improvements. Furthermore, Tenant shall have the
right  to  access  the  premises  approximately  fourteen (14) days prior to the
scheduled commencement date for the purpose of installation of cabling and other
pre-occupancy  and  related  items,  including use of the premises for materials
storage  and  trade  show  preparations.  This  prior  access  shall  not  imply
commencement  of  the  Lease  and/or  Rent  as set forth in the Lease Agreement.

1A.3     Condition  of  Premises.     Landlord shall repair all items identified
and  agree  to  by  the  Landlord's  agent  as specified during a pre-possession
inspection  by  the  Tenant  and  Landlords  agent.

1A.4     Landlord shall not allow access to the Premises by other parties unless
accompanied by and agent of the Landlord except during the construction process.
This  provision  shall  remain  in effect until the demising wall separating the
Tenants  area  from  the  rest  of  the  building  is  completed.

1A.7     Section  7.1  shall  be amended to allow Tenant to terminate the lease,
without recourse by Landlord, if a Zoning law, existing or as changed, prohibits
Tenant  from  conduction  its  existing  business  at  the  Premises.

2.     Premises.     Landlord  agrees  to  lease  to Tenant and Tenant agrees to
lease  from  Landlord  the  Premises  described on Exhibit A-1 and consisting of
approximately  the  square feet designated in Section 1. The Premises are a part
of  the  Building,  located  on  the  real  property  described  on  Exhibit A-2
("Property").

3.     Term

3.1     Commence.     The  term  of  this  Lease  ("Term") shall commence on the
Commencement  Date  set  forth  in  Section  1,  subject  to  Section  4.

3.2     Expire.     The  Term  shall  expire on the Expiration Date set forth in
Section  1,  unless  sooner  terminated  or  extended as provided in this Lease.

4.     Tenant  Improvements;  Early  Possession;  Delayed  Delivery of Possesion

4.1     Tenant  Improvements.     Landlord  shall  provide  a  new demising wall
separating  the  balance of the space. Demising wall shall be installed promptly
upon  receipt  of  the  building  permit,  which is deemed to occur after Tenant
occupancy.  Landlord  shall  also  deliver  the  premises  in good condition and
repair.  Please  see  Exhibit  A-1  for  a  detailed  space  plan.

4.2     Early  Occupancy.     If  Landlord permits Tenant to occupy the Premises
prior to the Commencement Date set forth in Section 1, the Commencement Date and
Rent Commencement Date shall be such date of occupancy. Tenant's occupancy prior
to  the  originally  scheduled  Commencement  Date  shall  be subject to all the
provisions  of  this  Lease  and  shall  not  advance  the  Expiration  Date.

4.3     Intentionally  Omitted.

4.4     Tenant Delay.     If Tenant causes any delay in Landlord's completion of
the  Premises,  thereby  delaying  Tenant's occupancy of the Premises beyond the
Commencement  Date  set  forth  in  Section  1,  then Landlord may at its option
require  Tenant  to  commence  payment of Rent on the Rent Commencement Date set
forth  in  Section  1  notwithstanding  such  delay  in  delivery of possession.

5.     Rent.

5.1     Rent.     Tenant  shall  pay to Landlord the Base Monthly Rent specified
in Section I  and the Additional Rent as set forth in Section 8 and elsewhere in
this  Lease  (the  Base  Monthly  Rent  and the Additional Rent are collectively
referred  to  as  "Rent7). Rent shall be paid in advance, on or before the first
day  of  each  calendar  month  of  the  Lease  Term.

5.2     Manner  of Payment.     Rent shall be paid without prior notice, demand,
set  off,  counterclaim, deduction or defense and, except as otherwise expressly
provided  in this Lease, without abatement or suspension. AJI Rent shall be paid
to  Landlord  at the address for notices set forth in Section 1, in lawful money
of  the United States of America, or to such other person or at such other place
as  Landlord  may  from  time  to  time  designate  in  writing.


<PAGE>
5.3     Rent  Commencement.     Payment  of  Rent  shall  begin  on  the  Rent
Commencement  Date  set  forth  in Section 1, subject to Section 4. Rent for any
period  during  the Lease term that is for less than one month shall be prorated
for  the  actual  number  of  days  in  such  period.

6.     Prepaid  Rent  and  Security  Deposit.

6.1     Deposit.     Upon  execution of this Lease, Tenant shall pay to Landlord
the  Prepaid  Rent and Security Deposit set forth in Section 1 (the Prepaid Rent
and  the  Security  Deposit  collectively,  "Deposit').

6.2     Use  of Deposit to Cure.     Landlord shall have the right to all or any
part  of  the  Deposit  to  cure  any  Default  by Tenant under this Lease or to
compensate  Landlord for any damage sustained by it resulting from such Default.
In  the  event  of any such application of the Deposit, Tenant shall, on demand,
immediately pay to Landlord the amount necessary to replenish the Deposit to the
amount  set  forth  in  Section  1.

6.3     Return  of  Security  Deposit.     If  Tenant  is  not in Default at the
expiration  or  termination  of  this Lease, Landlord shall return the remaining
Security Deposit to Tenant, less any amounts necessary to return the Premises to
their  original  condition,  reasonable  wear  and  tear  excepted.

6.4     Treatment as Security Deposit.     In the event this Lease is terminated
before  the  end  of the Term for any reason, any Rent paid for any period after
the  date  of  such  termination shall be treated as an addition to the Security
Deposit.

6.5     Landlord's Obligation Regarding Deposit.     Landlord's obligations with
respect  to  the  Security  Deposit  are  those  of  a debtor and not a trustee.
Landlord  may  maintain  the  security  deposit separate from Landlord's general
funds  or  may  commingle  the Security Deposit with other funds of Landlord. No
interest  shall  accrue  for  Tenant  on  the  Deposit.

7.     Use  of  Premises.

7.1     Use.     Tenant shall use the Premises only for the purpose set forth in
Section 1. The Premises may not be used for any other purpose without Landlord's
written  consent.  Landlord  represents  to Tenant that the purpose set forth in
Section  1  is  permitted  as  of  the  date  hereof  under the applicable laws,
regulations  and  codes governing zoning, land use and similar matters affecting
the  Building and the Property (collectively, the "Zoning Laws"). Any changes in
the  Zoning  Laws  or  any  changes in Tenant's use of the Premises that are not
permitted  under the Zoning Laws will not be a basis for terminating this Lease,
for  abating  or  offsetting  Rent or for otherwise seeking damages, unless said
changes in the Zoning Laws are initiated by the Landlord and prevents the Tenant
from  conducting  its  existing  business.

7.2     Prohibited  Uses.     Tenant  shall not do or permit anything to be done
in or about the Premises or bring or keep anything therein which will in any way
increase  the cost of or affect any fire or other insurance upon the Building or
any  part thereof or any of its contents, or cause cancellation of any insurance
policy  covering  the  Building  or  any  part  thereof  or any of its contents.

7.3     No Nuisance.     Tenant shall not do or permit anything to be done in or
about  the  Premises  that  will  obstruct or interfere with the rights of other
tenants  or  occupants  of the Building or Business Park or injure them or their
property, or use or allow the Premises to be used for any unlawful purpose or in
any  way  constituting  a  nuisance. Tenant shall not, without the prior written
consent  of  Landlord,  use  any  apparatus, machinery or device in or about the
Premises  which  will cause any substantial noise or vibration. Tenant shall not
place any boxes, cartons or other rubbish in the corridors or other Common Areas
(defined  in  Section 10), Building, Property or Business Park. Tenant shall use
due  care in the use of the Premises and of the Common Areas (defined in Section
10),  Building  Property or Business Park, and shall not neglect or misuse water
fixtures,  electric  lights  and  heating  and  air-conditioning  apparatus.

7.4     Telecommunications Providers.     Tenant acknowledges that any provision
of  telecommunications,  data  transmission  and  office  automation  services,
equipment  and  systems  by  a  third party provider, its agents, affiliates and
successors, that has a right, whether exclusive or not, to provide such services
to  the  Premises,  Building  or  Business  Park (each a "Provider") is entirely
separate  and  distinct  from  this  Lease  and  that  Landlord  has  no duty of
performance  concerning  the  provision of services by a Provider. Tenant hereby
agrees  to  look  solely  to  the  Provider  for any failure in the provision of
services  provided  by  such  Provider.

8.     Additional  Rent  for  Operating  Expenses.

8.1     Tenant  Payment.     Tenant  shall  pay,  as  Additional  Rent, Tenant's
Share, as set forth in Section 1, of all Operating Expenses. Tenant's payment of
Additional  Rent  shall  be  made  in  the  same  manner  as  Base Monthly Rent.

8.2     Tenant's  Shar . Tenant's Share shall be the percentage of all Operating
Expenses  for  the  Building  set forth  in Section 1 as determined by Landlord,
based upon the  percentage that  the  approximate rentable area  of the Premises
set forth in Section 1 bears to the approximate rentable area of  the  Building.


<PAGE>
8.3     Definitions.

8.3.1     Definition  of  Operating Expenses.     "Operating Expenses" means all
expenses  and  charges incurred  by Landlord in the operation and maintenance of
the  Building,  Property  and  Common  Areas  (as  defined  in Section 10), as a
first-class facility, including without limitation the following costs by way of
illustration:  (i)  all  real  property  taxes, assessments and other general or
special  charges  levied  during  the  Term  by  any  public,  governmental  or
quasi-governmental  authority  against the real or personal property included in
the  Building  or the Property, including without limitation Landlord's personal
property  used  in  the  maintenance, repair or operation of the Building or the
Property,  or  any other tax on the leasing of the Building or on the rents from
the  Building  (other than any federal, state or local income or franchise tax);
(ii)  any  and  all  assessments  Landlord must pay for the Building or Property
pursuant to an applicable Declaration of Covenants, Conditions, Restrictions and
Easements  for  the Business Park identiW in Section 1 ("CC&Rs"), transportation
or  any  other improvement monitoring or management plan, or any other covenant,
condition  or reciprocal easement agreements; (iii) electricity, gas and similar
energy sources, refuse collection, water, sewer and other utilities services for
the  Building  and  the Property; provided, however, to the extent that any such
services  are  separately  metered  to  Tenant,  Tenant  shall  pay  the  actual
separately  incurred  charges;  (iv) annual inspection fees, property management
fees  paid  to  independent or affiliated contractors or to Landlord, and legal,
accounting  and  other  professional  expenses; (v) janitorial, cleaning, window
washing and refuse removal; (vi) all costs of improvements or alterations to the
Building,  Property  and Common Areas required by Laws, to save labor, or reduce
Operating  Expenses;  (vii) all premiums and deductibles for liability, property
damage, casualty, automobile, garage keeper's, rental loss compensation or other
insurance  maintained  by Landlord for the Building or Property; (viii) the cost
of  any  capital  improvements made to the Property, Building or Common Areas by
Landlord  for  the  replacement  of any Building equipment needed to operate the
Building  or  the  Common  Areas  at  the  same  quality  levels as prior to the
replacement;  (ix)  air conditioning, heating, ventilating, plumbing, electrical
system,  elevator  maintenance supplies, materials, equipment and tools; (x) the
repair  of  the  air  conditioning,  heating,  ventilating, plumbing, electrical
systems and elevators of the Building; (xi) maintenance costs, including payroll
expenses,  rental  of personal property used in maintenance and all other upkeep
of  parking  and  Common  Areas,  including  cleaning,  snow  and  ice  removal,
landscaping  and  lighting;  (xii)  costs  and expenses of repairs, resurfacing,
repainting,  and  similar  items,  (xiii)  costs  and  expenses  associated with
security  and monitoring; (xiv) costs incurred in the management of the Building
and  Property  (including  supplies, wages and salaries of employees used in the
management,  operation  and  maintenance  thereof  and payroll taxes and similar
governmental  charges  with  respect  thereto,  and  Building  management office
rental,  if  any;  (xiii) all license and permit fees (xiv) any other expense or
charge whether or not described above that in accordance with generally accepted
accounting  and  management  practices  is  properly  an expense of maintaining,
operating  or  repairing  the  Building,  Property  or  Common  Areas. Operating
Expenses  shall  not  include depreciation on the Building or equipment therein,
Landlord's  executive  salaries,  real estate brokers' commissions, and costs or
expenses  for  which  Landlord  is  reimbursed  or  indemnified,  by an insurer,
condemnor,  tenant  or  otherwise.  Landlord shall not collect more than 100% of
Operating Expenses and shall not recover any item of cost more than once. If, in
Landlord's  reasonable  determination, certain Operating Expenses vary in direct
relationship  to  occupancy  of  the  Building, Tenant's Share of such Operating
Expenses  shall  be  adjusted  to  reflect  that  portion of the whole which the
rentable square feet of the Premises bears to the rentable square footage of the
Building,  as  applicable,  which  is  actually  occupied  by  tenants.

8.3.2     Definition  and Treatment of Capital Improvements.     As used herein,
Capital Improvement shall mean the replacement of any major component or element
of the Building or Common Areas. The cost of any Capital Improvement included in
Operating  Expenses  pursuant  to  this Lease shall be amortized over the useful
life  of  the  Capital  Improvement  with  interest  accruing on the unamortized
balance  at  the prime rate then in effect at the Seattle Head Office of Bank of
America or its successors, or such higher rate as may have been paid by Landlord
on  funds  borrowed  for  the  purpose  of  paying for such Capital Improvement.
Subject  to  Section  12.3,  Landlord  shall be responsible at its sole cost and
expense  for  Capital  Improvements  related to the repair or replacement of the
structural  portions  of  the Building, which structural portions consist of the
foundation,  bearing and exterior walls, subflooring, and roof structure and the
cost  of  such Capital Improvements shall not be included in Operating Expenses.

8.4     Determination  of Operating Expenses.     Prior to each January 1 of the
Term,  Landlordshall furnish Tenant a written statement of the estimated monthly
Tenant's Share of Operating Expenses for the coming calendar year. The estimated
monthly  Tenant's  Share  of  Operating Expenses for the period before the first
January  1  after the Commencement Date is set forth in Section 1. Landlord may,
by  written notice to Tenant, revise its estimate of Tenant's Share of Operating
Expenses  from  time  to  time.

8.5     Reconciliation.     Within 90 days after each January 1 during the Term,
or as soon thereafter as practicable, Landlord shall deliver to Tenant a written
statement setting forth the actual Operating Expenses and Tenant's Share thereof
during  the  preceding calendar year (or portion of such calendar year after the
Commencement  Date).  To  the  extent  Tenant's  Share  of such actual Operating
Expenses  exceeded  the  estimated Tenant's Share thereof paid by Tenant, Tenant
shall  pay  Additional  Rent  to  Landlord  within 30 days after receipt of such
statement  by  Tenant.  To  the  extent  Tenant's Share of such actual Operating
Expenses  was  less  than  the  estimated Tenant's Share thereof paid by Tenant,
Tenant shall receive a credit against its next payable Rent or such amount shall
otherwise  be  refunded to Tenant as Landlord determines in its sole discretion.

8.6     Upon  Lease  Termination.     If  this  Lease  shall expire or otherwise
terminate  other  than  on  a December 31, Landlord may in its discretion make a
special  determination  of  Tenant's  Share of actual Operating Expenses for the
partial  calendar  year  ending  on  the  date  of  such  expiration  or  other
termination,  or  may defer such determination until its usual reconciliation of
Operating  Expenses  for  the  Building for the entire calendar year. The excess
actual  Tenant's Share for such partial calendar year shall be paid to Landlord,
or  the  excess estimated Tenant's Share already paid by Tenant, as the case may
be,  shall  be paid by Tenant to Landlord or Landlord to Tenant, as the case may
be,  within  30  days  of  such  determination.


<PAGE>
8.7     Landlord Rights.     Landlord shall have the same rights with respect to
Tenant's  nonpayment  of  Tenant's Share of Operating Expenses as required under
this  Lease  as  it  has with respect to any other nonpayment of Rent under this
Lease.

9.     Maintenance  and  Repair  Responsibility.

9.1     Maintenance  Obligations.     Subject  to  Sections  7.3,  12.3  and 15,
Landlord  shall  maintain  and  keep in good condition and repair throughout the
Term the entire Premises , the Building, and the Common Areas in a manner and at
a level of quality that is consistent with comparable buildings in the area (the
"Maintenance  Obligations").  Except  as  otherwise  expressly  provided in this
Lease,  all cost and expenses incurred by Landlord in performing the Maintenance
Obligations  shall  be  considered  Operating  Expenses.

9.2     No  Obligation  For  Alteration.     Alteration.  Except as specifically
provided  elsewhere  in this Lease, Landlord shall have no obligation whatsoever
to  alter, remodel, improve, repair, decorate, or paint the Premises or any part
thereof.  Tenant  affirms  that  Landlord  has made no representations to Tenant
about  the  condition  of  the  Premises or the Building, except as specifically
herein  set  forth.

9.3     Tenant  Waiver.  Tenant  waives  the right to make repairs at Landlord's
expense  under  any  law,  statute,  or  ordinance  now  or hereafter in effect.

10.     Common  Areas.

10.1     Use  of  Common  Areas.     Provided Tenant is not in Default under the
Lease  and subject to the other terms and conditions of this Lease, Tenant shall
have  the  right to use the Common Areas on a non-exclusive basis with Landlord,
other  tenants  in  the  Building  and  the  Business  Park and their respective
officers,  employees, guests, invitees and agents. Landlord shall have the right
to  establish  and  enforce  reasonable  rules and regulations applicable to all
tenants concerning the maintenance, management, use, and operation of the Common
Areas;  and  to  make  changes to the Common Areas, including without limitation
changes  in  the  location  of  lobbies,  driveways, entrances, exits, vehicular
parking  spaces,  parking  areas,  pedestrian  and  bicycle  trail areas, or the
direction  of  the  flow  of  traffic.

10.2     Definition  of  Common  Areas.     In this Lease, "Common Areas," means
all  parts  of  the  Building  and related land areas and facilities outside the
Premises  and  the  premises leased or available for lease to other tenants, but
constituting  a part of Business Park. Common Areas include, without limitation:

10.2.1     the  Building's  common  entrances,  lobbies,  restrooms,  elevators,
stairway  and  accessways,  loading  docks,  ramps, drives and platforms and any
passageways  and  serviceways thereto, and mechanical and electrical systems for
the  Building,  including  without  limitation,  plumbing,  sewage,  electrical
systems,  pipes  conduits, and wires, and appurtenant equipment of the Building,
all  to  the  extent  serving  the  Premises;

10.2.2     the  open areas, landscaped areas, sidewalks, pedestrian walkways and
patios,  roadways,  pedestrian  and  bicycle  trails,  driveways, parking areas,
utility  systems and facilities, service areas, refuse areas and all other areas
in  the  Business  Park and available for use in common with all tenants, guests
and invitees of the Business Park, located outside the Premises and the premises
leased  or  available  for  lease  to  other  tenants  in  the  Business  Park.

11.     Utilities  and  Services.

11.1     Furnishing  of  Utilities and Services.     Provided that Tenant is not
in  Default  under  this  Lease,  Landlord  shall  cause  to be ftimished to the
Premises  the  following  utilities  and  services,  during generally recognized
business  hours:  (1)  electricity for normal lighting and office machines, (ii)
heat and air conditioning required for the comfortable use and occupation of the
Premises;  and  (iii)  janitorial  services  at  the same level and frequency of
service  as  is  standard  for  other comparable buildings in the area, unless a
schedule  for  janitorial  services  is  attached hereto, in which case Landlord
shall  provide  janitorial  services  in  accordance  with  such  schedule
(collectively,  the  "Service  Obligations").

11.2     Additional  Services.     The  provision  and use of such utilities and
services  shall be in accordance with any applicable rules and regulations under
this  Lease.  If Tenant requires or utilizes more water or electrical power than
is  considered  reasonable  or  normal  by  Landlord, Landlord may at its option
require  Tenant  to  pay,  as Additional Rent, the cost, as fairly determined by
Landlord,  incurred  in  such  extraordinary  usage.  In  addition, Landlord may
install  separate  meters  in  accordance  with  Section  11.4.

11.3     After  Hours.     At  Tenant's  request,  Landlord  shall  furnish,  at
Tenant's  expense,  heat  and  air  conditioning outside of generally recognized
business hours, at rates to be established from time to time by Landlord, and to
be  paid  by  Tenant  as  billed  by  Landlord.

11.4     Separate  Meters.     To  the  extent  that the Premises are separately
metered  or  submetered  for  Tenant's  use of any utilities or services, Tenant
shall pay for such use in the same manner as Rent, or shall pay the cost thereof
directly  to  the  service  provider,  and  in  either  event such charges shall
constitute  Additional  Rent  hereunder.

11.5     Failure.     In  the  event  of  any  failure  or  interruption of such
utilities  and  services,  Landlord  shall  diligently attempt to resume service
promptly.  Tenant shall not be entitled to any abatement or reduction of Rent by
reason  of  any failure or interruption of utilities or services, no eviction of
Tenant  shall result from any such failure or interruption, and Tenant shall not
be relieved from the performance of any obligation in this Lease because of such
failure  or  interruption.


<PAGE>
12.     Limits  on  Landlord's Liability.     Landlord's liability in respect of
its  Maintenance  Obligations  and  Service     Obligation  is  subject  to  the
following  limitations:

12.1     Circumstances  Beyond Control.     Landlord shall not be liable for any
failure  of  Maintenance Obligations or Service Obligations when such failure is
caused  by  (i) strikes, lockouts or other labor disturbance or labor dispute of
any  character,  (ii)  governmental regulation, moratorium or other governmental
action,  (iii)  inability despite the exercise of reasonable diligence to obtain
electricity,  water  or fuel from the providers thereof, (iv) acts of God or (v)
any  other  cause  beyond  Landlord's  reasonable  control.

12.2     Unreasonable  Period  of  Failure.          Subject  to  Section  12.1,
Landlord  shall  not  be  liable  for  any failure of Maintenance Obligations or
Service  Obligations, unless such failure shall persist for an unreasonable time
after  written  notice  of  the  need  of  such repairs or maintenance or of the
interruption  of  services  is  given  to  Landlord  by  Tenant.

12.3     Tenant Caused.     If maintenance and repairs to the Premises, Building
or  Common  Areas  are caused in part or in whole by the act, neglect, fault, or
omission  of  any  duty by Tenant, its agents, servants, employees, or invitees,
Tenant  shall  pay  to  Landlord  the  costs  of  such  maintenance and repairs.

12.4     No  Abatement  of Rent.     Except as specifically provided in Sections
15  and  16,  there shall be no abatement of Rent in any circumstance under this
Lease.

12.5     No  Interference.     Landlord shall not be liable for any injury to or
interference  with  Tenant's  business  arising  from the making of any repairs,
alterations, or improvements in or to any portion of the Building, the Premises,
the  Property, or the Common Areas, or to fixtures, appurtenances, and equipment
therein,  or  the  failure  of  Maintenance  Obligations or Service Obligations.
Without  limiting  the generality of this Section 12, in no event shall Landlord
have  any liability for consequential damages resulting from any act or omission
of  Landlord  in  respect of its Maintenance Obligations or Service Obligations,
even  if  Landlord  has  been  advised  of the possibility of such consequential
damages.

13.     Alterations  and  Additions  by  Tenanto  Liens  and  Insolvengy.

13.1     Alterations and Additions by Tenant.     With the prior written consent
of  Landlord,  Tenant  may  make  at  its  expense  additional  improvements  or
alterations  to the Premises. Any repairs or new construction by Tenant shall be
done  in  conformity  with  plans  and  specifications  approved by Landlord, by
contractors approved by Landlord, (provided, that Landlord may require that such
work be performed by Landlord's employees or contractor(s) employed by Landlord)
and  subject  to  Landlord's  reasonable  rules  and  regulations regarding such
construction. All work performed shall be done lien-free in a workmanlike manner
and  shall  become  the  property  of Landlord. Landlord may require that Tenant
provide to Landlord, at Tenants expense, a lien and completion bond in an amount
equal  to  150%  of  the  estimated  cost  of  any  improvements,  additions, or
alterations  in  the  Premises.  Landlord  shall  not  unreasonably withhold its
consent  to  Tenant's  proposed alterations or improvements if the conditions of
this  Section  13  are  satisfied.  Landlord  may  require  Tenant to remove any
improvements  or  alterations at the expiration or termination of the Term, such
removal  to occur at Tenant's expense; and Tenant shall repair all damage to the
Premises  or Building occurring as a result of such removal. In the event Tenant
fails  to  remove  any  improvements  or  alterations as required by Landlord or
repair  any  damage occurring during such removal, Landlord shall be entitled to
remove  any  improvements  or  alterations  or  make  such  repairs, at Tenant's
expense,  and  shall  further  be  entitled  to  draw  upon  the  Deposit.

13.2     Liens  and Insolvency.     Tenant shall keep the Premises, Building and
Property  free  from  any  liens  arising  out  of any work performed, materials
ordered  or obligations incurred by Tenant. Landlord shall have the right at all
reasonable  times  to  post on the Premises any notices which it deems necessary
for  its  protection  from such liens. If such liens are filed unless such liens
are  removed  or  bonded  around to Landlord's satisfaction within fourteen (14)
days  of  Landlord's  notice to Tenant, Landlord may, without waiving its rights
and  remedies  based  on such breach by Tenant and without releasing Tenant from
any  of  its obligations hereunder, cause such liens to be released by any means
it shall deem proper, including payment in satisfaction of the claim giving rise
to such lien. Tenant shall pay to Landlord on demand, any reasonable sum paid by
Landlord  to  remove such liens, together with interest at the rate specified in
Section  33.8.

14.     Insurance  Indemnity.

14.1     Tenant  Waiver.     Landlord  shall not be liable to Tenant, and Tenant
hereby waives all claims against Landlord, for injury or damage to any person or
property in or about the Premises, Building, Property or Common Areas by or from
any  cause whatsoever, including without limitation any acts or omissions of any
other  tenants,  licensees  or  invitees;  of  the  Building.

14.2     Indemnity.     Tenant  shall  indemnify  and  defend  Landlord and hold
Landlord  harmless,  from and against any *and all loss, cost, damage, liability
and  expense  (including reasonable aftomeys'fees) whatsoever that may arise out
of  or  in  connection  with  Tenant's  occupation,  use  or  improvement of the
Premises, or that of its employees, agents or contractors, or Tenant's breach of
its  obligations  under  this  Lease. To the extent necessary to fully indemnify
Landlord from claims made by Tenant or its employees, this indemnity constitutes
a waiver of Tenant's immunity under the Washington Industrial Insurance Act, RCW
Title  51.  This  indemnity  shall  survive the expiration or termination of the
Term.


<PAGE>
14.3     Landlord's  Responsibility.     The  exculpation, release and indemnity
provisions  of  Sections 14.1 and 14.2 shall not apply to the extent the subject
claims  thereunder  were  caused  by  Landlord's  gross  negligence  or  willful
misconduct.  However,  in  no  event  shall  Landlord  be  liable  to Tenant for
consequential  damages.

14.4     Tenant's  Insurance.  Tenant  shall procure and maintain throughout the
Term  at  Tenant's  expense,  the  following  insurance:

14.4.1     Comprehensive  general  public  liability  insurance, insuring Tenant
against  liability  arising  out  of  the  Lease  and  the  use,  occupancy,  or
maintenance  of  the  Premises and all areas appurtenant thereto. Such insurance
shall  be  in  the  amount of not less than $2,000,000 combined single limit for
injury  to  or  death of one or more persons in an occurrence, and for damage to
tangible  property  (including  loss of use) in an occurrence. Such policy shall
insure  the  operations  of  independent  contractors  and contractual liability
(covering  the  indemnity  in  Section  14.2) and shall: (i) name Landlord as an
additional insured, and (ii) provide that it is primary and noncontributing with
any  insurance  in  force  or  on  behalf  of  Landlord.

14.4.2     Standard form property insurance insuring against the perils of fire,
extended  coverage,  vandalism,  malicious  mischief,  special extended coverage
("All  Risk")  and  sprinkler  leakage.  This insurance policy shall be upon all
personal  property  for  which Tenant is legally liable or that was installed at
Tenant's  expense,  and  that  is located in the Building or Premises, including
without  limitation all Tenant's furnishings, fixtures, furniture, fittings, and
equipment and all improvements to the Premises installed by Tenant, in an amount
not  less  than  90%  of  the  full  replacement cost thereof. In the event of a
dispute  as  to the amount of full replacement cost, the decision of Landlord or
any  mortgagees of Landlord shall be conclusive. Landlord recommends such policy
shall  also include business interruption coverage, covering direct and indirect
loss  of  Tenant's  earnings  attributable to Tenant's inability to use fully or
obtain  access  to  the  Premises  or  Building,  in  an amount as will properly
reimburse Tenant. Such policy shall name Landlord and any mortgagees of Landlord
as  insured  parties,  as  their  respective  interests  may  appear.

14.4.3     Workman's  Compensation  and  Employer's  Liability  Insurance  (as
required  by  state  law).

14.4.4     Any  other  form  or  forms of insurance as Tenant or Landlord or any
mortgagees  of  Landlord  may  reasonably  require from time to time in form, in
amounts  and  for  insurance  risks against which a prudent tenant would protect
itself.

14.5     Policies     All  policies  of  insurance  to  be  obtained  by  Tenant
hereunder shall be in a form approved under the Washington Insurance Laws, which
shall  be  acceptable  to  Landlord  and  shall be issued by insurance companies
holding  a  General  Policyholder Rating of "A7 and a Financial Rating of "X" or
better in the most current issue of Best's Insurance Guide. Tenant shall provide
Landlord with certificates of such insurance. No such policy shall be cancelable
or reducible in coverage except after 30 days' prior written notice to Landlord.
Tenant  shall, within ten days prior to the expiration of such policies, furnish
Landlord  with  renewals  or  "binders"  thereof,  or  Landlord  may  order such
insurance  and  charge  the  cost  thereof  to  Tenant  as  Additional  Rent.

14.6     Landlord's  Insurance.     Landlord  shall  maintain  liability  and
casualty insurance for the Building and Property adequate in Landlord's judgment
to cover (with deductibles deemed appropriate by Landlord) the risks customarily
insured  against  by  owners  of  properties  similar  to  the  Building.

14.7     Proceeds.      The  proceeds of any insurance policies maintained by or
for  the  benefit  of Landlord shall belong to and be paid over to Landlord. Any
interest  or right of Tenant in any such proceeds shall be subject to Landlord's
interest  and  right  in  such  proceeds.

14.8     Waiver  of  Subrogation.     Anything  in  this  Lease  to the contrary
notwithstanding,  Tenant  and Landlord each waives its entire right of recovery,
claims, actions, or causes of action against the other for loss or damage to the
Premises,  Building,  or Property or any personal property of such party therein
that  is caused by or incident to the perils covered by normal extended coverage
clauses  of standard fire insurance policies carried by the waiving party and in
force  at  the time of damage or loss. Tenant and Landlord each waives any right
of  subrogation  it  may  have against the other party to the extent of recovery
under  any  such insurance, and shall cause each insurance policy obtained by it
to  provide  that  the  insurance company waives all right to recovery by way of
subrogation  against the other party in connection with any such loss or damage.
If  either  Landlord  or  Tenant is unable to obtain its insurer's permission to
waive  any  claim  against the other party, such party shall promptly notify the
other  party  of  such  inability.

14.9     Notification of Accidents.     Tenant shall promptly notify Landlord of
any  casualty  or  accident  occurring  in  or  about  the  Premises.

15.     Destruction.

15.1     Election  to  Restore.     If the Premises or the Building is destroyed
by  fire, earthquake, or other casualty to the extent that they are untenantable
in  whole  or in part, then Landlord shall have the right but not the obligation
to  proceed with reasonable diligence to rebuild and restore the Premises or the
Building  or  such  part  thereof.  Landlord  shall  within  30  days after such
destruction  or  injury  notify  Tenant  whether Landlord intends to rebuild. If
Landlord  fails  to  notify  Tenant  within  such  period, then this Lease shall
terminate  as  of  the  end  of  such  period.

15.2     Rent  Abatement.     During the period from destruction or damage until
restoration  (or  termination  of  this Lease), Rent shall be abated in the same
ratio  as  that  portion  of the Premises which Landlord determines is unfit for
occupancy  shall  bear  to  the whole Premises. If damage is due to the fault or
neglect  of Tenant or its agents, employees, invitees, or licensees, there shall
be  no  abatement  of  Rent.


<PAGE>
15.3.     Repairs to Tenant Installations.     Landlord shall not be required to
repair  any  injury  or damage by fire or other cause, or to make any repairs or
replacements  of  any  panels,  decoration,  office  fixtures,  paintings, floor
covering,  or  any  other  improvements  to  the  Premises  installed by Tenant.
Instead,  if  Landlord  repairs  or rebuilds the Premises under this Section 15,
Tenant  shall  repair  or  rebuild  such Tenant-installed improvements and other
items  of  property

15.4     No  Compensation.     Tenant  shall not be entitled to any compensation
or  damages  from  Landlord  for loss of the use of the whole or any part of the
Premises,  the  property of Tenant, or any inconvenience or annoyance occasioned
by  such  -  damage,  repair,  reconstruction,  or  restoration.

16.     Condemnation.

16.1     Termination  of  Lease.     If  all  or  part of the Premises are taken
under  power of eminent domain, or sold under the threat of the exercise of said
power,  this  Lease  shall  terminate as to the part so taken as of the date the
condemning  authority  takes  possession.

16.2     Election  of  Termination.     If  more  than  25% of the floor area of
Premises  is taken by condemnation, Landlord or Tenant may, by written notice to
the  other  within ten days after notice of such taking, terminate this Lease as
to  the  remainder of the Premises as of the date the condemning authority takes
possession.

16.3     Reduction  of  Rent.     If  Landlord  or Tenant does not so terminate,
this  Lease  shall  remain  in effect as to such remainder, except that the Rent
shall  be  reduced in the proportion that the rentable floor area taken bears to
the original rentable total floor area. However, if circumstances make abatement
based on floor area unreasonable, the Rent shall abate by a reasonable amount to
be  determined by Landlord. In the event that neither Landlord nor Tenant elects
to  terminate  this Lease, Landlord's responsibility to restore the remainder of
the  Premises shall be limited to the amount of any condemnation award allocable
to  the  Premises,  as  determined  by  Landlord.

16.4     Award.     Any  award  for  the  taking  of all or part of the Premises
under  the  power  of eminent domain, including payment made under threat of the
exercise  of  such  power,  shall  be  the property of Landlord, whether made as
compensation  for  diminution in value of the leasehold or for the taking of the
fee  or as severance damages. Tenant shall only be entitled to such compensation
as  may be separately awarded or recoverable by Tenant in Tenant's own right for
the  loss  of or damage to improvements to the Premises installed by Tenant, for
Tenant's  trade  fixtures  and  removable  personal  property  and  for Tenant's
relocation  or  moving  expenses. Landlord shall not be liable to Tenant for the
loss  of  the  use  of  all  or  any part of the Premises taken by condemnation.

16.5     Landlord Authority .     Landlord shall have the exclusive authority to
grant possession and use to the condemning authority and to negotiate and settle
all  issues  of  just compensation or, in the alternative, to conduct litigation
concerning  such  issues;  provided, however, that Landlord shall not enter into
any  settlement of any separate award that may be made to Tenant as described in
Section  16.4 without Tenant's prior approval of such settlement, which approval
shall  not  be  unreasonably  withheld.

17.     Assignment  and  Subletting.

17.1     Landlord  Consent  Required.     Tenant shall not assign this Lease, or
sublet  the  Premises  or  any  part  thereof,  either  by  operation  of law or
otherwise,  or permit any other party to occupy all or any part of the Premises,
without  first  obtaining  the written consent of Landlord. Tenant shall propose
such assignment or sublease by written notice to Landlord, and such notice shall
specify  an  effective date which shall be the first day of a calendar month and
shall  be  not less than 60 days after the date of such notice. This Lease shall
not  be assignable by operation of law. Tenant shall further provide to Landlord
other  information  and  creditworthiness  materials  concerning  any  proposed
assignee  or  sublessee  as  is  requested  by Landlord. Landlord's consent to a
proposed  assignment  or  sublease  may  be  withheld  or  granted in Landlord's
absolute  discretion, but shall not be unreasonably withheld if no apparent risk
to  Landlord  exists.

17.2     Intentionally  omitted.

17.3     Recapture.     In  the  alternative  to  consenting  to  a  proposed
assignment or sublease, Landlord shall have the right to recapture the Premises,
or  applicable  portion  thereof.  Landlord may exercise such right by notice to
Tenant  within  20  days  after receipt of Tenant's notice. Such recapture shall
terminate  this  Lease as to the applicable portion of the Premises effective on
the  effective  date  proposed  in  Tenant's  notice.

17.4     Additional  Requirements.     If  Landlord  elects not to recapture and
thereafter  elects  to gives its consent to the proposed assignment or sublease,
(I)  Landlord may charge Tenant a reasonable sum to reimburse Landlord for legal
and  administrative  costs incurred in connection with such consent; (ii) in the
event  of  a sublease, Landlord and Tenant shall share equally in any rent, less
any  associated  fees  paid,  and other proceeds paid to Tenant in excess of the
Rent  to  be  paid  to  Landlord  under this Lease; and (iii) in the event of an
assignment  or  a  sublease,  Tenant  shall  remain  liable  to Landlord for the
performance  of  all  of  Tenant's  obligations  under  this  Lease.

17.5     Assignment with Bankrup .     If this Lease is assigned pursuant to the
provisions  of  the  Revised Bankruptcy Act, I I U.S.C. Section 101 et seq., any
and  all  consideration paid or payable in connection with such assignment shall
be  Landlord's  exclusive  property and paid or delivered to Landlord, and shall
not  constitute  the  property  of  tenant or tenant's estate in bankruptcy. Any
person  or  entity  to  whom  the  Lease  is  assigned  pursuant  to the Revised
Bankruptcy  Act  shall  be  deemed automatically to have assumed all of Tenant's
obligations  under  this  Lease.



<PAGE>
17.6     Sale.     In  the event of any sale of the Building or Property, or any
assignment  of  this  Lease  by  Landlord,  Landlord  shall  be  relieved of all
liability  under  this  Lease  arising  out  of any act, occurrence, or omission
occurring  after  sale or assignment; and the purchaser or assignee at such sale
or  assignment  or  any subsequent sale or assignment of Lease, the Property, or
Building,  shall  be deemed without any further agreement to have assumed all of
the obligations of the Landlord under this Lease accruing after the date of such
sale  or  assignment.

17.7     Binding.     Subject  to  the provisions of this Section 17, this Lease
shall  be  binding  upon  and  inure to the benefit of the parties, their heirs,
successors  and  assigns.

18.     Defaul  .

18.1     Definition  of  Default.     The  occurrence  of any one or more of the
following  events shall constitute a material default and breach of the Lease by
Tenant  ("Default"):

18.1.1     vacation  or  abandonment  of  all  or  any  portion of the Premises;

18.1.2     failure by Tenant to make any payment required as and when due, where
such  failure  shall  continue  after  three days' written notice from Landlord;

18.1.3     failure  by  Tenant  to  observe  or  perform  any  of the covenants,
conditions,  or  provisions of this Lease, other than the making of any payment,
where  such  failure shall continue after 30 days' written notice from Landlord;
or

18.1.4     (i)  the  making  by  Tenant  of  any  general  assignment or general
arrangement  for  the benefit of creditors; (ii) the filing by or against Tenant
of a petition in bankruptcy, including reorganization or arrangement, unless, in
the  case  of  a  petition filed against Tenant, the same is dismissed within 30
days;  (iii)  the  appointment  of  a  trustee or receiver to take possession of
substantially  all  of  Tenant's  assets  located at the Premises or of Tenant's
interest  in this Lease; (iv) the seizure by any department of any government or
any  officer thereof of the business or property of Tenant; and (v) adjudication
that  Tenant  is  bankrupt.

18.1.5     Notwithstanding  anything  herein to the contrary, if Landlord serves
Tenant with three (3) default notices in any twelve-(1 2) month period, Landlord
shall  have  the right to terminate this Lease without providing Tenant with any
cure  period.

18.2     Tenant  Notification.     Tenant  shall notify Landlord promptly of any
Default  by  Tenant (or event or occurrence which, with the passage of time, the
giving  of  notice,  or  both, would become a Default) that by its nature is not
necessarily  known  to  Landlord.

18.3     Landlord  Default.     Landlord  shall  be  in  default  if it fails to
observe  or  perform  any  of  the  covenants, conditions, or provisions of this
Lease,  where  such  failure  shall  continue after 30 days' written notice from
Tenant;  provided,  however, that if the nature of Landlord's obligation is such
that  more  than  30 days are required for performance, Landlord shall not be in
default  if  Landlord commences performance within 30 days after Tenant's notice
and  thereafter  completes  such  performance diligently and within a reasonable
time.  Tenant  shall  copy Landlord's lender with any such notice of default, if
Tenant  has  been  provided  with the name and address of any such lender. In no
event  shall  a  default  by Landlord under this Lease give rise to any right of
Tenant to terminate this Lease or withhold or offset the payment of Base Monthly
Rent  or Additional Rent. The obligations of Tenant to pay Base Monthly Rent and
Additional  Rent  shall  continue  unaffected  in all events unless suspended or
terminated  pursuant  to  an  express  provision  of  this  Lease.

18.4     Rental  Concession.     If Tenant was not obligated to pay Base Monthly
Rent  or  Additional  Rent  for  any  period of time after the Commencement Date
("Rental Concession"), any such Rental Concession shall be canceled if Tenant is
in  Default  at  any  time  during  the Term. In the event of such cancellation,
Tenant  shall  be  obligated to pay Base Monthly Rent and/or Additional Rent, as
the  case  may  be,  as though there were no Rental Concession in the Lease, and
Tenant  shall  promptly  on  demand  refund to Landlord the amount of any Rental
Concession  already taken, without regard to whether this Lease is terminated by
Landlord  as  a  result  of  Tenant's  Default.

19.     Remedies  in  Default.

19.1     Landlord  Remedies.     In the event of any Default by Tenant, Landlord
may,  at  any time without waiving or limiting any other right or remedy, do any
one  or  more of the following: (i) re-enter and take possession of the Premises
without  terminating  this Lease, or (ii) terminate this Lease, and (iii) pursue
any  remedy  allowed  by  law  or  equity.

19.2     Tenant  Payment of Costs.     Whether Landlord has elected to terminate
this  Lease  or  not,  Tenant  agrees  to  pay  Landlord  the cost of recovering
possession  of  the  Premises, the expenses of reletting, and any other costs or
damages  arising out of Tenant's Default, including without limitation the costs
of  removing  persons  and property from the Premises, the costs of preparing or
altering  the Premises for reletting, broker's commissions, and attorneys' fees.

19.3     Termination.     In  the event Landlord elects to terminate this Lease,
Landlord shall be additionally entitled to recover from Tenant: (i) the award by
a  court  having jurisdiction thereof of the amount by which the unpaid rent and
other  charges  and  adjustments  called  for herein for the balance of the term
after the time of such award exceeds the amount of such loss for the same period
that  Tenant  proves  could  be  reasonably avoided and (ii) that portion of any
leasing  commission and Tenant Improvements costs paid by Landlord applicable to
the  unexpired  term  of  the  Lease.


<PAGE>
19.4     No Termination.     No re-entry or taking possession of the Premises by
Landlord  pursuant  to  this  Section  19,  or acceptance of Tenant's keys to or
surrender  of  the  Premises shall be construed as an election to terminate this
Lease  unless  a  written  notice  of  such  intention  is  given  to  Tenant.
Notwithstanding any reentry or termination, the liability of Tenant for the Rent
shall  continue  for  the  balance  of  the  Term, and Tenant shall make good to
Landlord  any  deficiency  arising  from reletting the Premises at a lesser rent
than  the Rent provided for in this Lease. Tenant shall pay such deficiency each
month  as  the  amount  thereof  is  ascertained  by  Landlord.

19.5     Landlord  Election to Make Tenant Advances.     If Tenant shall fail to
pay  any sum of money owed to any party other than Landlord, for which Tenant is
liable under this Lease, or if Tenant shall fail to perform any other act on its
part  to  be performed hereunder, and such failure continues for a period of ten
days  after  notice  thereof  by  Landlord,  Landlord  may,  without  waiving or
releasing  Tenant  from  its obligations or waiving or releasing any rights that
Landlord  may have, make any such payment or perform any other act to be made or
performed  by  Tenant. All sums so paid by Landlord and all necessary incidental
costs,  together  with interest thereon at the rate established in Section 33.8,
from  the  date of such payment by Landlord, shall be deemed Additional Rent and
shall  be  paid  to  Landlord  on  demand.

20.     Access.     Tenant  shall  permit  Landlord to enter the Premises at all
reasonable  times  for  the  purpose  of inspecting, altering, and repairing the
Premises  and  the  Building  and ascertaining compliance with the provisions of
this  Lease  by  Tenant. The existence or exercise of such right of access shall
not  be construed as imposing any obligation on Landlord to inspect, discover or
correct  or  repair  any condition in the Premises or the Building. Landlord may
also show the Premises to prospective purchasers or tenants at reasonable times,
provided  that  Landlord  shall  not materially interfere with Tenant's business
operation.

21.     Surrender  of  Premises;  Hold-Over  Tenancy

21.1     Surrender of Premises.     Upon the expiration or sooner termination of
this  Lease,  Tenant  shall  surrender  the  Premises  and all the additions and
alterations  thereto,  and  leave the Premises broom clean and in good order and
condition  and  repair,  excluding  ordinary  wear  and  tear.

21.2     Hold-Over  Tenancy .     If without execution of a new Lease or written
extension  Tenant  shall  hold  over  after the expiration or termination of the
Term,  with  Landlord's  written consent, Tenant shall be deemed to be occupying
the Premises as a Tenant from month to month, which tenancy may be terminated as
provided  by  law,  unless the parties agree otherwise at the time of Landlord's
consent.  If  Tenant shall hold over after expiration or termination of the Term
without  Landlord's written consent, the Base Monthly Rent payable shall be 200%
of  the  Base  Monthly  Rent  payable  in  the last month prior to expiration or
termination  of  the  Term,  and  Tenant  shall continue to pay Additional Rent.
During  any such tenancy, Tenant shall continue to be bound by all of the terms,
covenants,  and  conditions  of  this  Lease,  insofar  as  applicable.

22.     Compliance  with  Law.     Tenant  shall  not use the Premises or permit
anything to be done in or about the Premises which will in any way conflict with
any  applicable law, statute, ordinance, or governmental rule or regulation, now
or  hereafter  in  force  ("Laws").  Tenant  shall  at its sole cost and expense
promptly  comply  with all Laws, including without limitation the Americans with
Disabilities  Act,  and  with  the  requirements  of any board of fire insurance
underwriters  or other similar bodies now or hereafter constituted, relating to,
or  affecting the use or occupancy of the Premises. The judgment of any court of
competent  jurisdiction,  or  the  admission  of  Tenant  in any action, whether
Landlord  be a party thereto or not, that Tenant has violated any Laws, shall be
conclusive  of  the  fact  as  between  Landlord  and  Tenant.

23.     Rules  and  Regulations.     Tenant  shall faithfully observe and comply
with  the rules and regulations that Landlord shall from time to time promulgate
and  with  the CC&Rs and any other restrictive covenants and obligations created
by  private  contracts  which  affect  the  use  and  operation of the Premises,
Building  Common  Areas  or  Business  Park, now or hereafter in force. All such
rules  and  regulations  shall  be nondiscriminatory and reasonable and shall be
uniformly  and  consistently  enforced  against  all  tenants  in  the Building.
Additions  and modifications to rules and regulations shall be binding on Tenant
upon  delivery of a copy of them to Tenant. Landlord shall not be responsible to
Tenant  for  the nonperformance of any rules or regulations by any other tenants
or  occupants  of  the  Building.

24.     Parking.     Tenant  shall have the right to use, on a first-come, first
served  basis,  in  common  with other tenants and occupants of the Building and
Business  Park,  up  to  the  number  of  parking stalls specified in Section 1,
located  within  the  Building or the Business Park and which shall be available
for  use  by  all  tenants  of the Business Park, their guests and invitees, but
which  may, at Landlord's election, be designated by Landlord, (which designated
parking  facilities Landlord may change at any time and from time to time in its
sole  discretion), subject to the rules and regulations and any charges that may
be  established or altered for such parking facilities from time to time. Tenant
shall  comply  with  any  and  all  private  and  governmentally imposed parking
restrictions  applicable to the Business Park, including without limitation, the
requirements  of  all  designations placed on parking stalls within the Business
Park,  such  as car pool, visitor and designation for any tenant of the Business
Park.

25.     Estoppel  Certificates.     Tenant  shall  execute,  within ten business
days  following Landlord's request, a certificate in such reasonable form as may
be  required  by  Landlord  or  a prospective purchaser, mortgagee or trust deed
beneficiary,  or  Landlord's  successor after a sale or foreclosure, certifying:
(i)  the  Commencement Date of this Lease, (ii) that the Lease is unmodified and
in full force and effect, (or if there have been modifications hereto, that this
Lease  is  in  full  force  and  effect, and stating the date and nature of such
modifications);  (iii) that there have been no current defaults under this Lease
by either Landlord or Tenant except as specified in Tenant's statement, (iv) the
dates  to  which  the  Base Monthly Rent, Additional Rent and other charges have
been  paid, and (v) any other information reasonably requested by the requesting
party.  Such  certificate  may  be  relied  upon  by  Landlord and/or such other
requesting  party.  Tenant's  failure to deliver such statement within such time
shall  be  conclusive  upon  Tenant that this Lease is in full force and effect,
without  modification  except  to the extent represented by Landlord, that there
are no uncured defaults in Landlord's performance under this Lease, and that not
more than one month's Rent has been paid in advance. Tenant's failure to deliver
said  statement  within  ten business days of request, shall constitute Tenant's
Default.  Tenant's  Default  shall  be  defined  as per the terms of this Lease,
including  the  terms  associated  with  the  Security  Deposit.


<PAGE>
26.     Subordination.     Tenant agrees that this Lease shall be subordinate to
the  lien  of  any  mortgage,  deeds of trust, or ground leases now or hereafter
placed  against the Property or Building, and to all renewals and modifications,
supplements,  consolidations,  and  extensions  thereof.  Notwithstanding  the
foregoing,  Landlord  reserves the right, however, to subordinate or cause to be
subordinated  any  such  mortgage,  deed of trust or ground lease to this Lease.
Upon  a  foreclosure or conveyance in lieu of foreclosure under such mortgage or
deed of trust, or a termination of such ground lease, and a demand by Landlord's
successor, Tenant shall attorn to and recognize such successor as Landlord under
this  Lease;  provided, however, that Landlord shall obtain for the Term of this
Lease  what  is commonly known as a "nondisturbance" agreement which is intended
to  protect  Tenant's right to possession under this Lease for so long as Tenant
complies  with  the terms of this Lease and which shall be in such standard form
and  substance as the lender or ground lessor at that time typically provides to
comparable  tenants.  Landlord  shall  use  reasonable  efforts  to  obtain
modifications  to  such  standard  nondisturbance  agreements  as  Tenant  may
reasonably  request. Tenant shall execute and deliver on request and in the form
requested  by  Landlord,  any instruments reasonably necessary or appropriate to
evidence,  effect  or  confirm  such  subordination.

27.     Removal  of  Property.     On  expiration  or  other termination of this
Lease,  Tenant shall remove (i) all personal property of Tenant on the Premises,
including  without  limitation  all  Tenant's  furnishings, fixtures, furnitute,
-fittings,  cabling, wiring and equipment; (ii) all improvements to the Premises
installed  by  or  at the expense of Tenant other than such improvements as have
become  the  property  of  Landlord  under  Section  13; and (iii) at Landlord's
request,  all  non-standard  or  specialty  improvements made to the Premises by
Landlord  or  Tenant.  Tenant shall repair or reimburse Landlord for the cost of
repairing  any damage to the Premises resulting from the installation or removal
of  such  property  of  Tenant. All property of Tenant remaining on the Premises
after  reentry  or  termination  of  this  Lease  shall  conclusively  be deemed
abandoned  and  may be removed by Landlord. The cost of removal of such property
shall  be  reimbursed  by  Tenant  to  Landlord  upon demand, including, but not
limited  to  court  costs,  reasonable  attorneys' fees and storage and disposal
charges relating to such property. Landlord may store such property of Tenant in
any place selected by Landlord, including but not limited to a public warehouse,
at the expense and risk of the owner thereof, with the right to sell such stored
property  without  notice  to Tenant. The proceeds of such sale shall be applied
first to the cost of such sale, second to the payment of the cost of removal and
storage,  if any, and third to the payment of any other amounts that may then be
due  from  Tenant to Landlord under this Lease, and any balance shall be paid to
Tenant.

28.     Personal  Propert     y Taxes. Tenant shall pay prior to delinquency all
personal  property  taxes payable with respect to all property of Tenant located
on  the  Premises  or  the  Building and promptly upon request of Landlord shall
provide  satisfactory  evidence of such payment. "Personal property taxes" under
this  Section  28 shall include all property taxes assessed against the property
of  Tenant,  whether  assessed  as  real  or  personal  property.

29.     Notices.     All  notices  under this Lease shall be in writing. Notices
shall  be  effective (i) when mailed by certified mail, return receipt requested
(ii)  when  personally delivered, or (iii) when sent by fax, in each case to the
address  or  fax  number  of  the receiving party set forth in Section 1. Either
party  may  change its address and fax number for notices by notice to the other
from  time  to  time.

30.     Condition  of Premises.     By taking possession of the Premises, Tenant
accepts the Premises as being in good, sanitary order, condition and repair, and
further  accepts  all  aspects  of the Premises, Building, Property and Business
Park  in  their  present condition, AS IS, including latent defects, without any
representations  or  warranties,  express  or  implied,  from  Landlord.

31.     Hazardous  Substances.

31.1     Tenant  Obligations.     Tenant  shall  not,  without  first  obtaining
Landlord's prior written approval, generate, release, store, deposit, transport,
or  dispose  of  (collectively  "Release")  any  hazardous  substances,  sewage,
petroleum  products,  hazardous materials, toxic substances or any pollutants or
substances, defined as hazardous or toxic in applicable federal, state and local
laws  and  regulations ("Hazardous Substances") in, on or about the Premises. In
the  event,  and  only in the event, Landlord approves such Release of Hazardous
Substances  on  the  Premises, such Release shall occur safely and in compliance
with  all  applicable  federal,  state,  and  local  laws  and  regulations.

31.2     Tenant  Indemnity.     Tenant  shall indemnify and defend Landlord, and
hold  Landlord  harmless,  from  and  against  any  and all claims, liabilities,
losses,  damages,  cleanup  costs, and expenses (including reasonable attorneys'
fees)  arising  out of or in any way relating to the Release by Tenant or any of
its  agents,  representatives,  employees  or  invitees,  or the presence of any
Hazardous Substances in, on or about the Premises occurring as a result of or in
connection  with Tenant's use or occupancy of the Premises at any time after the
Commencement  Date.

31.3     Landlord  Inspection.     Landlord  shall  have  the right from time to
time  to  enter the Premises, Building and Property and inspect the same for the
presence  of  Hazardous  Substances  and  compliance with the provisions of this
Section  31  and inspect the Premises, Building and Property. Landlord may cause
tests  to  be  performed  for  Hazardous Substances on the Premises from time to
time. Tenant shall bear the cost of the first such test in any calendar year and
any  other  such  test  that occurs upon a reasonable suspicion by Landlord that
there  may  be  Hazardous  Substances  in  the Premises in violation of Tenant's
obligations  under  this  Lease.


<PAGE>
31.4     Survival.     The  provisions  of  this  Section  31  shall survive the
expiratiori  or termination of this Lease with respect to any occurrences during
the  Term.

32.     Signs.     Tenant  shall  not  place upon or install in windows or other
openings  or  exterior  sides  of  doors  or  walls of the Premises any symbols,
drapes, or other materials without the written consent of Landlord. Tenant shall
observe  and  comply  with  the  requirements of all Laws applicable to signage.

33.     General  Provisions.

33.1     Attorneys'  Fees.     In  the  event  Landlord  reasonably requires the
services  of  any attorney in connection with any Default or violation by Tenant
of  the  terms of this Lease or the exercise by Landlord of its remedies for any
Default by Tenant under this lease, or a request by Tenant for Landlord's waiver
of any terms of this Lease or extension of time to perform or pay any obligation
of  Tenant  under this Lease, Tenant shall promptly on demand reimburse Landlord
for  its  reasonable  attorneys' fees incurred in such instance. In the event of
any  litigation,  arbitration  or  other  proceeding  (including  proceedings in
bankruptcy  and  probate and on appeal) brought to enforce or interpret or other
wise  arising under this Lease, the substantially prevailing party therein shall
be  entitled  to  the award of its reasonable attorneys' fees, witness fees, and
court  costs  incurred  therein  and  in  preparation  therefor.

33.2     Governing Law; Venue.     This Lease shall be governed by and construed
in  accordance  with  the  laws  of  the  State  of Washington and venue for all
disputes  shall  be  in  King  County,  Washington.

33.3     Cumulative  Remedies.     No  remedy or election under this Lease shall
be  deemed  exclusive but shall, wherever possible, be cumulative with all other
remedies  at  law  or  in  equity.

33.4     Exhibits;  Addenda.     Exhibits  and  Addenda, if any, affixed to this
Lease  are  a  part  of  and  incorporated  into  this  Lease.

33.5     Interpretation.     This  Lease  has  been submitted to the scrutiny of
all  parties hereto and their counsel, if desired, and shall be given a fair and
reasonable  interpretation  in  accordance  with  the  words  hereof,  without
consideration  or  weight  being  given  to its having been drafted by any party
hereto  or  its  counsel.

33.6     Joint  Obligation.     If  there  is  more  than  one Tenant under this
Lease,  the  obligations  hereunder  imposed  upon  Tenants  shall  be joint and
several.

33.7     Keys.     Upon  expiration  or  termination of this Lease, Tenant shall
surrender  all  keys  to  the  Premises  to Landlord at the place then fixed for
payment  of  Rent and shall inform Landlord of all combination locks, safes, and
vaults,  if  any,  in  the  Premises.

33.8     Late  Charges; Interest.     Late payment by Tenant to Landlord of Rent
or  other  sums  due  under  this  Lease  will cause Landlord to incur costs not
contemplated  by  this  Lease,  the exact amount of which would be difficult and
impractical  to  ascertain. Such costs include without limitation processing and
accounting  charges  and  late  charges  which may be imposed on Landlord by the
terms  of  any mortgage or trust deed covering the Premises. Accordingly, Tenant
shall  pay to Landlord as Additional Rent a late charge equal to five percent of
such  installment  as  liquidated  damages for such late payment, other than for
time  value damages. A $50.00 charge will be paid by Tenant to Landlord for each
returned  check.  In  addition,  any  Rent or other sums due under this Lease to
Landlord  that is not paid when due shall bear interest at the rate per annum of
two percent over the prime rate in effect at Bank of America d/b/a Seattle-First
National  Bank,  Seattle Head Office, on the day such Rent or other sum was due,
which  interest shall constitute Additional Rent under this Lease. The existence
or  payment  of  charges and interest under this Section shall not cure or limit
Landlord's  remedies  for  any  Default  by  Tenant  under  this  Lease.

33.9     Light.  Air.  and  View.     Landlord  does not guarantee the continued
present  status  of  light,  air,  or  view  in,  to  or  from  the  Premises.

33.10     Measurement  .     All  measurements  of  the  Premises stated in this
Lease,  even  if  approximations,  shall  govern  and  control  over  any actual
measurement  of  the Premises and reflect the inclusion of a load factor for the
Building.  The  Rent  provided  in  this  Lease  and Tenant's Share shall not be
modified  or  changed  by  reason  of  any  measurement or re-measurement of the
Premises  that may occur after the date of this Lease, and is agreed by Landlord
and  Tenant  to  constitute  the negotiated rent for the Premises. The foregoing
shall  not  be  deemed  to  modify  any  obligation of Landlord to construct the
Premises  in  accordance  with  the  Work  Letter.

33.11     Name.     Tenant  shall  not  use the name of the Building or Business
Park  for  any purpose other than as an address of the business conducted by the
Tenant  in  the  Premises.  The name of the Building or Business Park may at any
time  be  changed  by  Landlord.

33.12     Prior  Agreements;  Amendments          This  Lease is the full, final
and  complete  expression  of  the agreements of the parties with respect to any
matter  covered  or  mentioned  in  this  Lease,  and  no  prior  agreements  or
understandings,  promises  or  representations, oral or otherwise, pertaining to
any  such matters shall be effective for any purpose. No provision of this Lease
may  be  amended  or  added  to  except by an agreement in writing signed by the
parties  or  their  respective  successors  in interest. This Lease shall not be
effective  or  binding on any party until fully executed by both parties hereto.


<PAGE>
33.13     Recordation.     Tenant  shall  not  record this Lease or a short form
memorandum  of  this  Lease  without  the  prior  written  consent  of Landlord.

33.14     Liability.     Tenant agrees to look only to the equity of Landlord in
the  Building  and  Property  and not to Landlord personally with respect to any
obligations or payments due or which may become due from Landlord hereunder, and
no other property or assets of Landlord or any partners, officers, directors, of
Landlord  shall  be  personally  liable  in  connection  with  this  Lease

33.15     Severability  .     That any provision of this Lease is invalid, void,
or  illegal shall in no way affect, impair, or invalidate any other provision of
this  Lease  and  such  other  provision  shall remain in full force and effect.

33.16     Time.     Time  is  of  the  essence  of  this  Lease  and each of its
provisions.

33.17     Waiver.     No  provision  of  this Lease shall be deemed to have been
waived  by  Landlord  unless such waiver is in writing signed by Landlord's duly
authorized  representatives. The waiver by either party of any provision of this
Lease  shall not be deemed to be a waiver of such provision or any provision, in
any  subsequent instance. The acceptance of rent by Landlord shall not be deemed
to  be  a waiver of any preceeding Default or breach by tenant under this Lease,
whether  known  or  unknown to Landlord, other than the failure of the tenant to
pay  particular  rent  so  accepted.

33.18     No  Waste.     Tenant  shall  not commit or suffer to be committed any
waste,  damage  or  nuisance  upon  the  Premises.

33.19     Force  Majeure.     If either party shall be prevented or delayed from
punctuality  performing  any  obligation  or satisfying any condition under this
Lease,  other  than  the  payment  of  Rent  or other sums due hereunder, by any
strike,  lockout,  labor  dispute,  inability  to  obtain  labor or materials or
reasonable  substitutes  therefor,  acts  of  God,  governmental  restriction,
regulation  or  control,  enemy or hostile governmental action, civil commotion,
insurrection,  sabotage,  fire  or  other  casualty, or any condition beyond the
reasonable  control  of  such party, then the time to perform such obligation or
satisfy  such  condition  shall be extended by the delay cause by such event. If
either  party  shall,  as  a result of any such event, be unable to exercise any
right or option within any time limit provided therefor in this Lease, such time
limit  shall  be deemed extended for a period equal to the duration of the delay
caused  by  such  event.

33.20     Quiet  Enjoyment.     Provided  Tenant  observes its obligations under
this lease, its quiet enjoyment of the premises throughout the Term shall not be
disturbed.

33.21     Building  Planning     In the event Landlord requires the premises for
use  in  conjunction  with another suite or for other reasons connected with the
Building  planning program, upon notifying the tenant in writing, Landlord shall
have  the  right  to  move  tenant  to  other space in the building of which the
Premises  form  a  part,  at Landlord's sole cost and expense, and the terms and
conditions of the original Lease shall remain in full force and effect, save and
excepting  that  a  revised  Exhibit  A shall become part of the Lease and shall
reflect  the  location  of  the  new  space and Section 1 of this lease shall be
amended  to  include and state all correct data as to the new space. However, if
new  space  does not meet with Tenant's approval, Tenant shall have the right to
cancel  this Lease upon giving Landlord thirty (30) days' notice within ten (10)
days  of  receipt  of  Landlord's  notification.  If  Tenant  cancels this lease
pursuant  to  the  Section, Tenant shall vacate the Building and Premises within
ninety  (90)  days  of  delivery  to  Landlord  of  the  notice of cancellation.

34.     Authority  of  Tenant

34.1     Tenant  as Corporation.     If Tenant is a corporation, each individual
executing  this  Lease  on behalf of Tenant represents and warrants the (s)he is
duly  authorized  by  all necessary action of the directors of Tenant to execute
and  deliver this Lease on behalf of Tenant, and that this Lease is binding upon
Tenant  in  accordance  with  its  terms.

34.2     Tenant  as  Partnership  or  LLC. If Tenant is a partnership or limited
liability  company,  each  individual  executing  this Lease on behalf of Tenant
represents  and  warrants  that  (s)he  is  duly  authorized  in accordance with
Tenant's  partnership  agreement  or  limited liability company agreement by all
necessary action of the partners or members or managers of Tenant to execute and
deliver this Lease on behalf of Tenant, and, and that this Lease is binding upon
Tenant  in  accordance  with  its  terms.

35.     Financial  Statements.     Tenant shall furnish to Landlord from time to
time,  within  30  days  of  request, Tenant's most recent financial statements,
including  at  a  minimum  a  balance  sheet,  income statement and statement of
changes  in financial condition, or the equivalent, dated as of and for a period
ending  not more than one quarter prior to the date of delivery. Such statements
shall  be  in the form furnished to Tenant's principal lender and/or to Tenant's
shareholders or other owners, but at a rninimum shall be reviewed or compiled by
an  independent  certified  public  accountant.  Tenant  shall  accompany  such
statements with a certificate of its chief financial officer that the statements
fairly present the financial condition and results of operations of Tenant as of
and  for  the  period  ending on the date of such statements. Landlord shall not
request  financial  statements  under  this Section more than once each calendar
year.


<PAGE>
36.     Commissions.      Any  commissions  payable as a result of the execution
of  this  Lease  shall  be paid pursuant to a Separate commission contract. Each
party represents and warrants to the other that it has not had dealings with any
real  estate  broker  other  than  the  Broker identified in Section 1, agent or
salesperson  with respect to this Lease that would cause the other party to have
any liability for any commissions or other compensation to such broker, agent or
salesperson,  and  that  no  such  broker, agent or salesperson has asserted any
claim  or  right to any such commission or other compensation. Such representing
party  shall  defend  and  indemnify  the  other  party and hold the other party
harmless  from and against any and all loss, cost. liability, damage and expense
(including  reasonable  attorneys'  fees)  whatsoever  that may arise out of the
breach  of  such  representation  and  warranty.

EXECUTED  the  day  and  year  above  written.

LANDLORD:

RAZORE  LAND  COMPANY


By:  /s/  Jim  Sepic
Title:  Manager

TENANT:

By:  /s/  Dennis  McQuilliams
Title:  Vice  president  and  Chief  Technology  Officer


<PAGE>
EXHIBIT  A-1

Floor  Plan  of  Property

EXHIBIT  A-2

LEGAL  DESCRIPTION

A  portion  of  the  following  described  property:

Lots 24 and 25 of Quadrant Business Park - Bothell as recorded under Volume 131,
Pages  87-91,  King County Auditor. Portion of Sections 4, 5, and 9, Township 26
North,  Range  5 East, W.M., Recording Certificate No. 8508061034, and all areas
of  common  use  and  benefit  in  Quadrant  Business  Park  -Bothell.


<PAGE>