<PAGE>

                                                                    Exhibit 10.4

                                      LEASE

                       THE QUADRANT CORPORATION, LANDLORD

                      FINANCIAL PACIFIC CORPORATION, TENANT

                               DATED JULY 20, 1998

<PAGE>

                                      LEASE

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              Page
<S>                                                                                                           <C>
1.        Basic Lease Terms.................................................................................
1A.       Special 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...................................................................................
          5.3        Manner of Payment......................................................................
          5.3        Rent Commencement......................................................................
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        Landlord Liability.....................................................................
          7.5        Telecommunications Providers...........................................................
8.        Additional Rent for Operating Expenses............................................................
          8.1        Tenant Payment.........................................................................
          8.2        Tenant's Share.........................................................................
          8.3        Definition of Operating Expenses.......................................................
          8.4        Determination of Operating Expenses....................................................
          8.5        Reconciliation.........................................................................
          8.6        Upon Lease Termination.................................................................
          8.7        Landlord's Rights......................................................................
9.        Premises Maintenance and Repair Responsibility....................................................
          9.1        Premises Maintenance Obligations.......................................................
          9.2        Tenant's HVAC System...................................................................
          9.3        No Obligation for Alteration...........................................................
          9.4        Structural Maintenance Obligations.....................................................
          9.5        Tenant Waiver..........................................................................
10.       Common Areas......................................................................................
          10.1       Maintenance............................................................................
          10.2       Definition of Common Areas.............................................................
11.       Utilities and Services............................................................................
          11.1       Furnishing of Utilities................................................................
          11.2       Additional Services....................................................................
          11.3       After Hours............................................................................
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>       <C>
          11.4       Separate Meters........................................................................
          11.5       Failure................................................................................
12.       Limits on Landlord's Liability....................................................................
          12.1       Circumstances Beyond Control...........................................................
          12.2       Unreasonable Failure...................................................................
          12.3       Tenant Caused..........................................................................
          12.4       No Abatement of Rent...................................................................
          12.5       No Interference........................................................................
13.       Alterations and Additions by Tenant...............................................................
          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..............................................................................
          17.3       Costs..................................................................................
          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..................................................................
</TABLE>

                                       iii
<PAGE>

<TABLE>
<S>       <C>
          21.2       Hold-Over Tenancy......................................................................
22.       Compliance with Laws..............................................................................
23.       Rules and Regulations.............................................................................
24.       Parking...........................................................................................
25.       Estoppel Certificates.............................................................................
26.       Subordination.....................................................................................
27.       Removal of Property...............................................................................
28.       Personal Property Taxes...........................................................................
29.       Notices...........................................................................................
30.       Condition of Premises.............................................................................
31.       Hazardous Substances..............................................................................
          31.1.      Tenant's 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.......................................................................................
</TABLE>

                                       iv

<PAGE>

LEASE

LEASE dated July __, 1998, between THE QUADRANT CORPORATION, a Washington
corporation ("Landlord"), and FINANCIAL PACIFIC CORPORATION, a Washington
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.

<Table>
<S>                                                                       <C>
LEASED PREMISES (SEE SECTION 2)                                            TERM (SEE SECTION 3)
Business Park               East Campus                                    Commencement Date           August 1, 1999
                            Corporate Park Building                        Rent Commencement Date      August 1, 1999
Name                        East Campus                                    Expiration Date             July 31, 2009
                            Corporate Park VI                              Length of Term              120 Months
                                                                           Extension Options           Two consecutive
Address                     ______________________                                                     5-year option
                            Federal Way, Washington                                                    (See Section 1A.3)

Rentable Sq. Ft.            50,000 RSF                                     PERMITTED USE (See Section 7)

RENT; PREPAID RENT; SECURITY DEPOSIT                                       General business and office use, including but not
(See Sections 5 and 6)                                                     limited to conference and computer facilities, employee
                                                                           and visitor cafeteria and dining areas (including
                                                                           related kitchen facilities)
           Base Monthly Rent
           Mos. 1-36        $56,000/Mo. NNN                                OPERATING EXPENSES (See Section 8)
                            ($13.44 RSF/year NNN)
           Mos. 37-60       $61,042/Mo. NNN                                Tenant's Share              Estimated to be 43.6%
                            ($14.65/RSF/year NNN)                                                     (Based on estimated
                                                                                                       Building size of 114,800
           Mos. 61-84       Base Monthly Rent shall be increased by                                    RSF)
                            CPI Increase, if any (See Section 1A.1)
                                                                           Additional Rent             Estimated to be $21,185/mo.
           Mos. 85-120      Base Monthly Rent shall be increased by                                    (Approx. $5.25/RSF/Year)
                            CPI Increase, if any (See Section 1A.1)
                                                                           Parking (See Section 24)    230 Parking Stalls
           The Base Monthly Rent for Mos. 1-28 may by
           subject to rent abatement for the Space Pockets                 Brokers (See Section 36)
           per Section 1A.2 at a rate of $1312/RSF/Mo NNN
                                                                           For Tenant                 Kidder Matthews & Segner, Inc.
Prepaid Rent                $,67,200
                                                                           For Landlord                None
Security Deposit            None

</Table>



                                        1
<PAGE>

ADDRESSES FOR NOTICES (SEE SECTION 29)

Landlord:
The Quadrant Corporation
Quadrant Plaza, Suite 500
NE 8th Street at 112th Ave. NE
Bellevue, WA  98004
Tel: 425-455-2900
Fax: 425-646-8300
Attn: Commercial Division - Susan Heikkala

Tenant:

Prior to Commencement Date

Financial Pacific Corporation
3901 S. Fife Street
Tacoma, WA 98409
Attn: Dale A. Winter ____________________
Tel:  (253) 474-5000 ____________________
Fax: (253) 474-4444  ____________________

After the Commencement Date

Financial Pacific Corporation
____________________________
Federal Way, Washington ________________

Attn: Dale A. Winter ___________________
Tel:____________________________________
Fax:____________________________________

BUILDING BUSINESS HOURS (See Section 11.1)

Mondays through Fridays: 6:00 a.m. - 6:00 p.m.
Saturdays: 8:00 a.m. - 12:00 noon

Excluding all nationally-recognized holidays.

                                       2
<PAGE>

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 this Lease, this Section 1A shall control.

         1A.1     CPI Adjusted Rent.

                  1A.1.1   Adjustment of Base Monthly Rent. Base Monthly Rent
                           for Months 61 through 84, inclusive, shall be equal
                           to the Base Monthly Rent for Month 60 plus a
                           percentage increase equal to the cumulative,
                           compounded percentage increase, if any, in the
                           Consumer Price Index, as defined below (the "CPI")
                           between the beginning of Month 37 and Month 60. Base
                           Monthly Rent for Month 85 through the last month of
                           the original Term, inclusive, shall be equal to the
                           Base Monthly Rent for Month 84 plus a percentage
                           increase equal to the cumulative, compounded
                           percentage increase, if any, in the Consumer Price
                           Index, as defined below (the "CPI") between the
                           beginning of Month 61 and Month 84. "CPI" shall mean
                           the Consumer Price Index, All Items, 1982-84=100 for
                           All Urban Consumers (CPI-U) Seattle-Tacoma-Bremerton,
                           as published by the Bureau of Labor Statistics of the
                           Untied States Department of Labor, or, in the event
                           such index is no longer published, a successor or
                           substitute index using factors most comparable to
                           such index, appropriately adjusted, as reasonably
                           determined by Landlord. The CPI in effect on the
                           beginning of a Month shall be the CPI published as of
                           the most recent earlier publication date; provided,
                           however, if the most recent earlier publication date
                           is more than three months earlier, it shall be the
                           CPI most recently published after the beginning of
                           such Month, whereupon the increased Base Monthly Rent
                           shall be determined retroactively to such Month.
                           Until such determination, Tenant shall pay Base
                           Monthly Rent equal to the Base Monthly Rent for the
                           Month immediately preceding such Month; and upon such
                           determination Tenant shall pay an resulting
                           deficiency to Landlord within three business days of
                           Landlord's request.

                  1A.1.2   Example. Assuming that the Base Monthly Rent as of
                           Month 60 were $61,042 and the percentage increase in
                           the CPI from the first day of Month 37 to the last
                           day of Month 48 were 3% and the percentage increase
                           in the CPI from the first day of Month 49 to the last
                           day of Month 60 were 2%, then the cumulative,
                           compounded percentage increase in the CPI between the
                           beginning of Month 37 and Month 60 would be 5.06%,
                           and the Base Monthly Rent for Month 61 through Month
                           84 would be $61,042 plus $3,089 (5.06% of $61,042) or
                           $64, 13

         1A.2     Space Pockets. Form the Commencement Date through October 31,
                  2000, Base Monthly Rent shall be abated at the rate of
                  $1.12/RSF/Mo with respect to up to 20,000 RSF of contiguous
                  space in the Premises, which space shall be designated by
                  Tenant to Landlord in writing by no later than September 30,
                  1998 (the "Space Pockets"). From November 1, 2000 through
                  October 31, 2001, Base Monthly Rent shall be abated at the
                  rate of $1.12/RSF/Mo with respect to the remaining 10,000 RSF
                  of the Space Pockets. The Space Pockets shall be clearly
                  marked and identified in the Premises by Tenant in a matter
                  satisfactory to Landlord to ensure that such areas will not be
                  used or occupied by Tenant's officers and employees without
                  first notifying Landlord of Tenant's decision to take early
                  occupancy of such Space Pockets and to commence paying Base
                  Monthly Rent thereon. The abatement of Base Monthly Rent for
                  Space Pockets as provided herein shall only

                                       3
<PAGE>

                  apply if, and only if, such Space Pockets are not occupied or
                  used by Tenant. Tenant may enter into the Space Pockets for
                  purposes of installing fixtures and otherwise preparing the
                  Space Pockets for use and occupancy by Tenant and such
                  installation and preparatory work shall not be considered use
                  or occupancy of the Space Pockets by Tenant. Tenant shall not
                  use or occupy the Space Pockets (including without limitation
                  for storage or for placement of employees or office machines
                  and equipment) prior to the applicable November 1 dates,
                  unless Tenant provides Landlord with at least fifteen (15)
                  days' advance written notice of its intent to take early
                  occupancy of some of the Space Pockets or all of the Space
                  Pockets. In either case Base Monthly Rent shall commence with
                  respect to such Space Pockets upon occupancy be Tenant based
                  upon the RSF of Space Pockets occupied. If Tenant occupies
                  some or all of the Space Pockets without first providing
                  Landlord with the required fifteen (15) days' advance written
                  notice, Tenant shall be deemed to have occupied the entire
                  Space Pockets as of the commencement of Month 1 of the Term
                  and Base Monthly Rent for the Space Pockets shall be deemed to
                  have commenced as of that same date. Under all circumstances,
                  regardless of Tenant's occupancy, Base Monthly Rent with
                  respect to 10,000 RSF of the Space Pocket shall commence
                  November 1, 2000 and with respect to the remaining balance of
                  the Space Pockets shall commence November 1, 2001.
                  Notwithstanding the abatement of Base Monthly Rent, Tenant
                  shall be responsible for payment of all Additional Rent
                  attributable to the Space Pockets commencing with Month 1 of
                  the Term. Landlord may enter the Premises from to time without
                  advance notice to Tenant for the purpose of monitoring Tenet's
                  compliance with the requirement of this Section 1A.2.

         1A.3     Options to Extend Term.

                  1A.3.1   Tenant shall have two successive options to extend
                           the Term of this Lease for an additional five (5)
                           years each. Each such option may be exercised by
                           Tenant only by written notice of exercise to Landlord
                           no earlier that fifteen (15) months and no later than
                           nine(9) months prior to the expiration of the
                           then-effective Term.

                  1A.3.2   Upon such exercise, the parties shall be obligated
                           under all the terms and conditions of this Lease
                           through the extended Term, except that the Base
                           Monthly Rent during the applicable extension of the
                           Term shall be equal to the higher of (i) the Base
                           Monthly Rent in the final month of the then-effective
                           Term of (ii) 95% of the fair market rent for the
                           Premises as of six (6) months prior to the expiration
                           of the then-effective Term.

                  1A.3.3   Within 30 days of Tenant's notice of exercise,
                           Landlord shall propose a Base Monthly Rent for the
                           extended Term. The parties shall negotiate in good
                           faith, but if they are unable to agree upon such Base
                           Monthly Rent by 30 days after the delivery of
                           Landlord's proposal, then either party may elect to
                           cause such Base Monthly Rent to be determined by
                           reference to the appraised fair market rent. Such
                           election shall be made by such party by notice to the
                           other party, including in such notice the designation
                           of an appraiser. The other party may accept such
                           appraiser or designate another appraiser within 10
                           days of such notice. If it does not designate another
                           appraiser in such period, it shall be deemed to have
                           accepted the first appraiser. If a second appraiser
                           is designated, the two appraisers shall promptly
                           appoint a third appraiser.

                                       4
<PAGE>

                  1A.3.4   Each appraiser shall determine the fair market rent
                           for the Premises for the extended Term by reference
                           to all factors deemed appropriate in his or her
                           professional opinion, and notify the parties within
                           30 days of the date of appointment of the last
                           appraiser of such fair market rent. The Base Monthly
                           Rent for the extended Term shall be calculated as
                           provided in Section 1A.3.2 by reference to the fair
                           market monthly rent determined by the single
                           appraiser or, if there are three appraisers, the mean
                           average of the two closest fair market monthly rents.

                  1A.3.5   All appraisers under this appraisal provision shall
                           be independent certified professional appraisers with
                           at least five years' experience appraising office
                           properties/business park complexes in the Puget Sound
                           Metropolitan Area. If there are three appraisers,
                           each party shall pay for the cost of its designated
                           appraiser and 50% of the cost of the third appraiser.
                           If there is only appraiser, each party shall pay 50%
                           of the cost of such appraiser.

                  1A.3.6   Tenet may not exercise its option to renew the Term
                           at any time in which it is in Default under this
                           Lease. If Tenant becomes in Default under this Lease
                           after exercise of its option to extend the Term but
                           before the commencement of the extended Term,
                           Landlord may, in addition to its other remedies under
                           this Lease, elect to terminate such extension by
                           notice in writing to Tenant, whereupon the Term shall
                           expire without any such extension.

         1A.4     Right of First Refusal. Landlord grants Tenant the right of
                  first refusal to lease of any space of the Building that is
                  adjacent to and on the same floor as some or all of the
                  Premises ("ROFR Space") in accordance with the following
                  terms:

                  1A.4.1   Receipt of Offer; Delivery to Tenant. In the event
                           that Landlord receives an offer to lease ROFR Space
                           in the form of a proposal or letter of intent or
                           lease ("Offer"), and Landlord has either determined
                           that it is ready to accept such Offer, or has
                           accepted such Offer subject to Tenant's rights under
                           this Agreement, Landlord shall so notify Tenant in
                           writing ("Offer Notice"). The Offer Notice shall be
                           accompanied b a true and correct copy of the Offer.

                  1A.4.2   Exercise of ROFR. Tenant shall have the right t elect
                           to lease the ROFR Space identified in the Offer which
                           right must be exercised if at all by written notice
                           ("ROFR Exercise Notice") from Tenant received by
                           Landlord on or before the expiration of five (5)
                           business days after Tenant's receipt of the Offer
                           Notice.

                  1A.4.3   Effect of Non-Exercise of ROFR. If Tenet does not
                           timely deliver an ROFR Exercise Notice in accordance
                           with Section 1A.4.2, Landlord shall be free to lease
                           the ROFR Space on the same terms and conditions as in
                           the Offer ("Offer Terms"), free and clear of the
                           ROFR, but subject to Section 1A.4.4.

                  1A.4.4   Changes if Offer Terms. If the event of any material
                           chances in the Offer Terms prior to execution of a
                           written lease pursuant to the Offer, Landlord shall
                           give written notice there of to Tenant ("Change
                           Notice"). The Change Notice shall be accompanied by a
                           complete copy of the Offer and revised Offer Terms.
                           Tenant shall have the right to elect to lease the
                           ROFR Space, which right must be exercised if at all
                           by ROFR Exercise Notice from Tenant received by
                           Landlord on or before the expiration of three
                           business days after Tenant's receipt of the Change
                           Notice. If Tenant does not timely deliver a

                                       5
<PAGE>

                           ROFR Exercise Notice in accordance with this Section
                           1A.4.4, Landlord shall be free to lease the ROFR
                           Space on the revised Offer Terms, free and clear of
                           the ROFR, but subject to this Section 1A.4.4 in the
                           event of further material changes in the Offer Terms.
                           For purposes of this section 1A.4.4, "material
                           changes" shall include substantial economic changes,
                           including, without limitation, a change in the amount
                           of the Monthly Base Rent by more than $.50 per RSF
                           from that specified in the Offer or a reduction of
                           the proposed term of 2 years or more from that term
                           specified in the Offer.

                  1A.4.5   Effect of Exercise. If Tenant exercised the ROFR by
                           delivering the ROFR Exercise Notice to Landlord in
                           strict accordance with Section 1A.4.2 or 1A.4.4, as
                           the case may be, Tenant shall be absolutely and
                           unconditionally bound to lease the ROFR Space in
                           accordance with the provisions of this Lease, except
                           that the Lease shall be modified to reflect the Offer
                           Terms, exactly as they are set forth in the Offer;
                           provided, however, if any of the Offer Terms are by
                           their nature unique to the tenant under the Offer, or
                           otherwise by their nature are not possible to be
                           matched b Tenant, Tenant shall give Landlord notice
                           of each such Offer Term that cannot be exactly
                           matched in its ROFR Exercise Notice, whereupon Tenant
                           shall be obligated to match the Offer Terms as
                           closely as possible.

                  Within five (5) business days of the ROFR Exercise Notice,
                  Landlord and Tenant shall enter into a written amendment to
                  this Lease adding the ROFR Space to the Premises and
                  reflecting the applicable modifications to the Lease described
                  above.

         1A.5     Property Management Fee. Any property management fees that
                  calculated on a monthly bases exceed four percent (4%) of the
                  Base Monthly Rent shall not be included in Operating Expenses.

         1A.6     Signage.

                  1A.6.1   Building Exterior Signage. Tenant shall be entitled
                           to mount prominent exterior signage on the Building
                           in such location that Tenant deems most preferable,
                           subject to the following:

                           1A.6.1.1 The location, design and construction of the
                                    signage meets all business park and
                                    municipal requirements;

                           1A.6.1.2 Tenant's signage does not occupy more than
                                    Tenet's Share of the total available space
                                    for exterior mounted signage on the
                                    Building;

                           1A.6.1.3 Installation of Tenant's signage will not
                                    result in there being insufficient remaining
                                    available space on the exterior of the
                                    Building to mount exterior signs of a
                                    reasonable minimum size for other tenants in
                                    the Building; and

                           1A.6.1.4 Tenant's signage meets with Landlord's
                                    approval, which approval shall not be
                                    unreasonably withheld.

                  1A.6.2   Interior Signage. Landlord shall provide building
                           standing tenant signage at the interior entry to the
                           Building suite and on the Building directory in the
                           entry lobby. Additional signage may be permitted, at
                           Tenant's cost, subject to consistency with design
                           guidelines and Landlord's approval.

                                       6
<PAGE>

         1A.7     Brokers. Tenant represents and warrants that is has been
                  represented exclusively by Kidder Mathews & Segner, Inc. (the
                  "Tenant Broker"), in connection with this Lease and all other
                  related transactions. Landlord agrees to pay a commission to
                  the Tenant Broker in accordance with a separate agreement
                  between Landlord and the Tenant Broker.

                                       7
<PAGE>

2.       Premises. Landlord agrees to lease to Tenant and Tenant agrees to lease
         from Landlord the Premises describes 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"). The Premises, Building, and Property are part
         of a business park commonly known as East Campus Corporate Park
         ("Business Park").

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 Possession.

         4.1      Tenant Improvements. Any improvements to or construction on
                  the Premises shall be carried out in accordance with the Work
                  Letter attached as Exhibit B.

         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 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      Landlord Delay. If Landlord for any reason cannot deliver
                  possession of the Premises to Tenant at the Commencement Date,
                  (i) the Commencement Date shall be the date on which
                  possession of the Premises is delivered to Tenant, (ii) this
                  Lease shall not be void or voidable, (iii) Landlord shall not
                  be liable to Tenant for any loss or damage resulting
                  therefrom, except as may otherwise be expressly provided for
                  in the Work Letter, (iv) the Rent Commencement Date shall be
                  delayed to the same extent as the delay in the commencement
                  Date, except as provided in Section 4.4, and (v) the
                  Expiration Date shall be adjusted so that the length of the
                  Lease Term remains as provided in Section 1, which shall be
                  confirmed by Landlord's written notice to Tenant setting forth
                  the adjusted Commencement Date and Expiration Date.

         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 1 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
                  "Rent"). 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

                                       8
<PAGE>

                  this Lease, without abatement or suspension. All 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.

         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.

         6.1      Deposit. Upon execution of this Lease, Tenant shall pay to
                  Landlord one-half of the Prepaid Rent set forth in Section 1,
                  and Tenant shall pay the remaining half of the Prepaid Rent
                  within five (5) days of issuance of the building permit for
                  the Building Shell, as defined in the Work Letter. Commencing
                  as of the Rent Commencement Date and continuing until the
                  Prepaid Rent is exhausted, the Prepaid Rent shall be applied
                  towards payment of the Base Monthly Rent due under the Lease,
                  provided, should a Default by Tenant arise under the Lease
                  prior to when the Prepaid Rent is exhausted, Landlord shall
                  have the right to apply all or any part of the remaining
                  Prepaid Rent to cure any Default by Tenant under this Lease or
                  to compensate Landlord for any damage sustained by Landlord
                  resulting from such Default. Landlord's obligation with
                  respect to the Prepaid Rent are those of a debtor and not a
                  trustee. Landlord may maintain the Prepaid Rent separate from
                  Landlord's general funds or may commingle the Prepaid Rent
                  with other funds of Landlord. No Interested shall accrue for
                  Tenant on the Prepaid Rent.

7.       Use of Premises.

         7.1      Use. Tenant shall use the Premises only for the purposes set
                  forth in Section 1. The Premises may not be used for any other
                  purpose without Landlord's written consent.

         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 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
                  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      Zoning. Tenant has previously described its intended use of
                  the Premises to Landlord by written document dated July 1,
                  1998 ("Tenant's Intended Use").

                                       9
<PAGE>

                  Based upon such description, Landlord represents to Tenant
                  that Tenant's Intended Use 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"). The
                  parties agree that any changes in the Zoning Laws after the
                  date on which Landlord has submitted to the local jurisdiction
                  a complete building permit application for the Building Shell
                  (the "Vesting Date") or any changes in Tenant's use of the
                  Premises from Tenant's Intended Use 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.

         7.5      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 Share. Tenant's Share shall be the percentage of all
                  Operating Expenses for the Building set forth in Section 1,
                  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.

         8.3      Definition of Operating Expenses. "Operating Expenses" means
                  all expenses and charges incurred by Landlord in the operation
                  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 federal, state or
                  local income or franchise tax); (ii) any and all assessments
                  Landlord much pay for the Building or Property pursuant to an
                  applicable Declaration of Covenants, Conditions, Restrictions
                  and Easements for the Business Park ("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 Property; provided, however, to the extent that
                  any such services are separately metered to Tenant, Tenant
                  shall pay the actual separately incurred charges; (iv) all
                  licenses, permits and inspection fees, property management
                  fees paid to independent or affiliated contractors or to
                  Landlord, and legal, accounting and other professional
                  expenses; (v) janitorial, cleaning and window washing; (vi)
                  all costs of improvements or alterations to the Building,
                  Property and Common Areas required by Laws, to save

                                       10
<PAGE>

                  labor, or reduce Operating Expenses; (viii) 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 (amortized in accordance with
                  generally-accepted accounting principles with interest
                  established at Landlord's effective borrowing rate accruing on
                  the unamortized balance) 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, elevator maintenance, supplies, materials,
                  equipment, tools, including the repair and maintenance of the
                  plumbing, heating, ventilating, air conditioning and
                  electrical systems of the Building; (x) maintenance costs,
                  including utilities and payroll expenses, rental of personal
                  property used in maintenance and all other upkeep of parking
                  and Common Areas, including landscaping; (xii) costs and
                  expenses of repairs, resurfacing, monitoring, repairing,
                  maintenance, painting, lighting, cleaning, refuse removal,
                  security and similar items, including appropriate reserves;
                  (xii) 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)
                  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 included depreciation on the
                  Building or equipment therein, Landlord's executive salaries,
                  real estate brokers' commissions, and costs or expenses for
                  this 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.

         8.4      Determination of Operating Expenses. Prior to each January 1
                  of the Term, Landlord shall 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 of
                  January 1 after the Commencement Date is set forth in Section
                  1. Landlord may, by written notice to Tenant, revise its
                  estimated 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.

                                       11
<PAGE>

         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' 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 t Landlord or Landlord to
                  Tenant, as the case may be, within 30 days of such
                  determination.

         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      Premises Maintenance Obligations. Tenant shall, at its
                  expense, clean, maintain, and keep in good repair throughout
                  the Term the entire Premises (from exterior or demising wall
                  to exterior or demising wall, and subfloor to ceiling) and all
                  appurtenances thereto, including without limitation signs,
                  windows, doors, skylights, electrical, computer cabling,
                  lighting and plumbing, patios, decks, service areas and
                  similar areas for Tenant's exclusive use whether inside or
                  outside the Premises, and Tenant's fixtures, unless this Lease
                  specifically provides otherwise.

         9.2      Tenant's HVAC System. Tenant shall also at its expense
                  maintain and repair any separate heating ventilating, and air
                  conditioning system that is exclusive to the Premises
                  ("Tenant's HVAC System"), unless Landlord has at its option
                  engaged a maintenance firm for such purpose, in which case
                  Tenant shall pay to Landlord or, at Landlord's election,
                  directly to the maintenance firm the cost of such services.

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

         9.4      Structural Maintenance Obligations. Notwithstanding Section
                  9.1 through 9.3, but subject to Section 15, Landlord shall, at
                  its expense, repair and maintain the structural portions of
                  the Building which shall constitute the foundation, bearing
                  and exterior walls subflooring, and roof structure. Landlord
                  shall give reasonable advance notice to Tenant of such repairs
                  to the extent practical and feasible.

         9.5      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     Maintenance. Landlord shall maintain the Common Areas in good
                  condition at all times, the cost of which shall constitute an
                  Operating Expense. 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

                                       12
<PAGE>

                  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" mean
                  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 structural portions of the Building which shall
                           constitute the foundation, bearing and exterior
                           walls, subflooring, and roof structure;

                  10.2.2   the Building's common entrances, lobbies, restrooms,
                           elevators, stairway and accessways, loading docks,
                           ramps, drives and platforms and any passageways and
                           serviceways thereto, and the common plumbing, sewage,
                           electrical systems, pipes conduits, wires and
                           appurtenant equipment of the Building serving the
                           Premises;

                  10.2.3   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. Provided that Tenant is not in
                  Default under this Lease, Landlord shall cause to be furnished
                  to the Premises the following utilities and services during
                  the Building Business Hours specified in Section 1:
                  electricity for normal lighting and office machines, heat and
                  air conditioning required in Landlord's judgement for the
                  comfortable use and occupation of the Premises, and janitorial
                  services, if, and only if, there is a Schedule for Janitorial
                  Services attached hereto.

         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 sub-metered 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.

                                       13
<PAGE>

         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.

12.      Limits on Landlord's Liability. Landlord's liability in respect of its
         obligations under Sections 9, 10 and 11 to repair and maintain portions
         of the Premises, Building and Common Areas and to provide utilities and
         services (collectively, "Repair and Service Obligations") is subject to
         the following limitations.

         12.1     Circumstances Beyond Control. Landlord shall not be liable for
                  any failure of Repair and Service Obligations when such
                  failure is caused by (i) strikes, lockouts or other labor
                  disturbances 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 Repair and
                  Service Obligations, unless such failure shall resist 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 cost of such maintenance and repairs.

         12.4     No Abatement of Rent. Except as specifically provided in
                  Sections 1A.2, 15 and 16, there shall be no abatement of Rent
                  in any circumstances 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 Repair and 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 repair and service obligations, even if
                  Landlord has been advised of the possibility of such
                  consequential damages.

13.      Alterations and Additions by Tenant; Liens and Insolvency.

         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 by 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 Tenant's 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.

                                       14
<PAGE>

                  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 damages 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 (using legal
                  counsel acceptable t Landlord and Tenant's insurance carrier)
                  Landlord and hold Landlord harmless, from and against any and
                  all loss, cost, damage, liability and expense (including
                  reasonable attorneys' fees) whatsoever that may arise our 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.

         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 cause by
                  Landlord's gross negligence or willful misconduct. However, in
                  to 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

                                       15
<PAGE>

                           the amount of not less than $5,000,000 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 (or
                           in such amount as Landlord determines in its
                           reasonable discretion). 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,
                           (ii) provide a waiver of subrogation endorsements
                           with respect to Landlord, and (iii) 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 the 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
                           mortgages or Landlord shall be conclusive. Such
                           policy shall also include business interruption
                           coverage, covering direct or indirect loss of
                           Tenant's earning 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 mortgages of Landlord may reasonably
                           require from time to time in form, in amounts and for
                           insurance risks against with a prudent tenant would
                           protect itself.

         14.5     Policies. All policies of insurance to be obtained by Tenant
                  hereunder shall be in form satisfactory to Landlord and shall
                  be issued by insurance companies holding a General
                  Policyholder Rating of "A" 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 judgement to cover (with deductible 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.

                                       16
<PAGE>

         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 the recovery under any such insurance and any deductibles
                  therein, 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, than 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 s that portion of the Premises
                  with Landlord determined 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.

         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.

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         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 of 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, Tenant's
                  trade fixtures and removable personal property. 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 no 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
                  sublease as is requested by Landlord. Landlord's consent to a
                  proposed assignment or sublease may be withheld or granted in
                  Landlord's absolute discretion. Notwithstanding the foregoing
                  sentence, Landlord's consent shall not be unreasonably
                  withheld to a proposed assignment or deemed assignment to a
                  third party who is acquiring Tenant or substantially all of
                  Tenant's assets as part of a corporate merger or acquisition,
                  provided (i) such party agrees in writing to assume all of
                  Tenant's obligations under this Lease, and (ii) such party's
                  commercial creditworthiness is equal to or better than
                  Tenant's commercial creditworthiness, using such standards as
                  Landlord may reasonably determine are appropriate.

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<PAGE>

         17.2     Deemed Assignment. If Tenant is a corporation, any transfer of
                  this Lease from Tenant by merger, consolidation, or
                  liquidation, or any change in the ownership or power to vote
                  50% or more of the outstanding voting stock of Tenant shall
                  constitute an assignment under this Lease. If Tenant is a
                  partnership or limited liability company, any change in the
                  identity or majority ownership of partners or members in
                  Tenant serving as general partner or manager or owning 50% or
                  more of the outstanding economic interests in such entity
                  shall constitute as assignment under this Lease. The
                  provisions of this Section 17.2 shall not apply if (i)
                  Tenant's stock is listed on a recognized security exchange,
                  (ii) at least eighty percent (80%) of Tenant's stock is owned
                  by a corporation whose stock is listed on a recognized
                  security exchange, or (iii) the change in ownership of or
                  power to vote 50% or more of the outstanding voting stock of
                  Tenant is a result of an initial public offering of Tenant's
                  stock.

         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 give its consents 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 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 Bankruptcy. If this Lease is assigned pursuant
                  to the provisions of the Revised Bankruptcy Act, 11 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.

         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
                  actual, 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.      Default.

                  18.1     Definition of Default. The occurrence of any one or
                           more of the following events shall constitute a
                           material default and breech of the Lease by Tenant

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<PAGE>

                           ("Default"): 18.1.1 vacation or abandonment of the
                           Premises unless Tenant vacates or abandons the
                           Premises in accordance with Section 18.4 below.

                  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.

         18.2     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     Vacation or Abandonment of Premises. Vacation or abandonment
                  of the Premises shall not be a default by Tenant provided
                  Tenant gives Landlord at least fifteen (15) days advance
                  notice before vacating or abandoning twenty-five percent (25%)
                  or more of the Premises. If Tenant vacates or abandons fifty
                  percent (50%) or more of the Premises, then, during such
                  period of vacation or abandonment, Tenant shall pay monthly as
                  additional rent an amount equal to five percent (5%) of the
                  then Base Monthly Rent to compensate Landlord for the losses
                  and added burdens associated with operating, leasing and
                  marketing a partially vacant building.

19.      Remedies in Default.

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<PAGE>

         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
                  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.

         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 alteration thereto, and

                                       21
<PAGE>

                  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, with 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 150%
                  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 and the CC&Rs and any other restrictive covenants
         and obligations created by private contracts with affect the use and
         operations of the Premises, Building, Common Areas or Business Park,
         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 judgement 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. Landlord reserves the right from time to time to make all
         reasonable modifications to such rules and regulations. 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, an estoppel 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 any modifications hereto, that

                                       22
<PAGE>

         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.

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 reasonable 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. Should Tenant fail to
         sign and return any such documents within ten business days of request,
         Tenant shall be in Default. Tenant hereby irrevocably appoints Landlord
         and attorney-in-fact of Tenant to execute, deliver and record any such
         document in the name and on behalf of Tenant.

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, furniture, 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.

                                       23
<PAGE>

28.      Personal Property Taxes. Tenant shall pay prior to delinquency all
         personal property taxes payable with respect to all property of Tenant
         located on the Premises 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 (with
                  counsel approved by Landlord) Landlord, and hold Landlord
                  harmless, from and against any and all claims, liabilities,
                  losses, damages, cleanup costs, and expense (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
                  tests 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.

         31.4     Survival. The provisions of this Section 31 shall survive the
                  expiration 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 or 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.

                                       24
<PAGE>

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.

                                       25
<PAGE>

         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    Measurements. 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 and their respective
                  successors in interest. This Lease shall not be effective or
                  binding on any party until fully executed by both parties
                  hereto.

         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, officer,
                  directors, of Landlord shall be personally liable in
                  connection with this Lease..

         33.15    Severability. That any provision of this Lease in 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 other
                  provision, in any subsequent instance. The acceptance of Rent
                  by Landlord shall not be deemed to be a waiver of any
                  preceding Default or breach by Tenant under this Lease,
                  whether known or unknown to Landlord, other than the failure
                  of the Tenant to pay the particular Rent so accepted.

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

                                       26
<PAGE>

         33.19    Force Majeure. If either party shall be prevented or delayed
                  from punctually 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 other 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, the CC&Rs and the rights of the holder of
                  any mortgage, deed of trust, or ground lease to which this
                  Lease may be subject, its quiet enjoyment of the Premises
                  throughout the Term shall not be disturbed.

         33.21    Building Planning. [Intentionally Omitted]

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 that (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. If required by a lender or prospective lender of
         Landlord or a prospective purchaser of the Property, 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 cash flows, or the
         equivalent, dated as of and for a period ending not more than 120 days
         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 minimum 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 position 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.

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,

                                       27
<PAGE>

         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 or 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:

THE QUADRANT CORPORATION

By:  /s/ Susan G. Heikkala
     ----------------------------------
Name:  Susan G. Heikkala
Title: Vice President

TENANT

FINANCIAL PACIFIC CORPORATION

By: /s/ Dale A. Winter
    -----------------------------------
Name: Dale A. Winter
Title: Chief Financial Officer and Senior Vice President

                                       28
<PAGE>

STATE OF WASHINGTON )
                    ) ss.
COUNTY OF KING      )

On this 20th day of July, 1998, before me, the undersigned, a Notary Public in
and for the State of Washington, personally appeared Susan Heikkala, to me known
to be Vice President of THE QUADRANT CORPORATION, the corporation that executed
the 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 he/she was authorized to execute the
said instrument on behalf of said corporation.

WITNESS MY HAND AND OFFICIAL SEAL hereto affixed the day and year first above
written.

        [SEAL]                 /s/ Melissa Camp
                               -------------------------------------------------
                               Name Melissa Camp
                               NOTARY PUBLIC in and for the State of Washington,
                               residing at Redmond
                               My commission expires 10-29-00

                                       29
<PAGE>

STATE OF WASHINGTON )
                    ) ss.
COUNTY OF PIERCE    )

On this 2nd day of July, 1998, before me, the undersigned, a Notary Public in
and for the State of Washington, personally appeared DALE A. WINTER, to me known
to be the Chief Financial Officer and Senior Vice President of FINANCIAL PACIFIC
CORPORATION, the corporation that executed the 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 he/she was authorized to execute the said instrument on behalf of
said corporation.

WITNESS MY HAND AND OFFICIAL SEAL hereto affixed the day and year first above
written.

        [SEAL]                 /s/ Alan E. Kissinger
                               -------------------------------------------------
                               Name Alan E. Kissinger
                               NOTARY PUBLIC in and for the State of Washington,
                               residing at Olympia, WA
                               My commission expires 3-24-00

                                       30
<PAGE>

                            FIRST AMENDMENT OF LEASE

         THIS FIRST AMENDMENT OF LEASE ("the Amendment"), dated as of the 29th
day of April, 1999, is made by and between THE QUADRANT CORPORATION, a
Washington corporation ("Landlord"), and FINANCIAL PACIFIC CORPORATION, a
Washington corporation ("Tenant").

                                    RECITALS

         A.       Landlord and Tenant entered into a Lease dated July 20, 1998
for a portion of the East Campus Corporate Park VI Building (the "Building") in
Federal Way, Washington (the "Lease").

         B.       Landlord and Tenant now wish to clarify certain matters
relating to Section 1 of the Lease.

         NOW THEREFORE, Landlord and Tenant agree to amend the Lease as follows:

                                   AGREEMENTS

         1.       The portion of Section 1 of the Lease that specifies the
Address of the Leased Premises is amended to read as follows:

                  ADDRESS                    3455 S. 344TH WAY, SUITE 300
                                             FEDERAL WAY, WASHINGTON 98003

         2.       The portion of Section 1 of the Lease that specifies the
Prepaid Rent is amended to correct a typographical error and to read as follows:

                  PREPAID RENT               $67,200

         3.       The portion of Section 1 of the Lease that specifies Parking
is amended to read as follows:

                  PARKING (SEE SECTION 24)   198 PARKING STALLS

         4.       The portion of Section 1 of the Lease that specifies the
Address for notices for Tenant after the Commencement Date is amended to read as
follows:

                  FINANCIAL PACIFIC CORPORATION
                  3455 S. 144TH WAY, SUITE 300
                  FEDERAL WAY, WASHINGTON 98003
                  ATTN:  DALE A. WINTER
                  TEL:___________________________
                  FAX:___________________________

         5.       Except as amended hereby, the Lease remains in full force and
effect and all terms and conditions thereof are hereby ratified and affirmed.

         6.       Capitalized terms in this First Amendment not otherwise
defined herein shall have the same meaning as in the Lease.

<PAGE>

         EXECUTED as of the date first above written.

LANDLORD:

THE QUADRANT CORPORATION

By: /s/ Susan G. Heikkala
    -----------------------------------
Name:  Susan G. Heikkala
Title: Vice President

TENANT:

FINANCIAL PACIFIC CORPORATION

By: /s/ Dale A. Winter
    -----------------------------------
Name:  Dale A. Winter
Title: Exec. VP & CFO

<PAGE>

STATE OF WASHINGTON )
                    )  ss.
COUNTY OF KING      )

On this 12th day of May, 1999, before me, the undersigned, a Notary Public in
and for the State of Washington, personally appeared Susan G. Heikkala, to me
known to be the Vice President of THE QUADRANT CORPORATION, the corporation that
executed the 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 he/she was authorized to
execute said instrument on behalf of said corporation.

WITNESS MY HAND AND OFFICIAL SEAL hereto affixed the day and year first above
written.

                               /s/ Richard A. Libsack
                               -------------------------------------------------
        [SEAL]                 Name  Richard A. Libsack
                               NOTARY PUBLIC in and for the State of
                               Washington,
                               residing at Seattle
                               My appointment expires: 3/29/02

<PAGE>

STATE OF WASHINGTON )
                    )  ss.
COUNTY OF KING      )

On this 29th day of April, 1999, before me, the undersigned, a Notary Public in
and for the State of Washington, personally appeared Dale A. Winter, to me known
to be the CFO of FINANCIAL PACIFIC CORPORATION, the corporation that executed
the 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 he/she was authorized to execute said
instrument on behalf of said corporation.

WITNESS MY HAND AND OFFICIAL SEAL hereto affixed the day and year first above
written.

                               /s/ Maryann S. Hummel
                               -------------------------------------------------
        [SEAL]                 Name Maryann S. Hummel
                               NOTARY PUBLIC in and for the State of Washington,
                               residing at Pierce County, Washington
                               My appointment expires: 4/24/02

<PAGE>

                            SECOND AMENDMENT TO LEASE

THIS SECOND AMENDMENT TO LEASE ("Amendment"), dated as April 24, 2001, is
entered into by and between BEDFORD PROPERTY INVESTORS, INC., a Maryland
corporation ("Landlord"), and FINANCIAL PACIFIC CORPORATION, a Washington
corporation ("Tenant").

                                    RECITALS

         A.       The Quadrant Corporation, a Washington corporation
("Quadrant") and Tenant entered into that certain Lease dated July 20, 1998, as
amended by that certain First Amendment of Lease dated April 29, 1999 (together
"Lease") with respect to a portion of the building commonly known as East Campus
Corporate Park, Building VI, located in Federal Way, WA. Quadrant assigned its
interest in the Lease to Landlord pursuant to that certain Bill of Sale and
Assignment dated September 22, 1999. Capitalized terms not defined herein shall
have the meanings assigned to them in the Lease.

         B.       In connection with Landlord's granting consent to Tenant's
sublease of portions of the Premises constituting Space Pockets to Pacific
Check, Inc., a Washington corporation, dba Dollarwise and Check Training, Inc.,
dba Pacific Services ("Subleased Premises"), the parties wish to amend the Lease
to eliminate Tenant's right of first refusal and to provide for the buildout of
the Subleased Premises and the other unfinished Space Pockets by Tenant.

                                    AGREEMENT

         Landlord and Tenant agree as follows:

         1.       Elimination of Right of First Refusal. Section 1A.4 of the
Lease is deleted in its entirely, and Tenant waives any rights it may have
previously had under such Section 1A.4.

         2.       Buildout of Space Pockets. As of the date hereof,
approximately 11,048 RSF of the Premises originally designated in the Lease as
Space Pockets has not been built out ("Unfinished Space Pockets").
Notwithstanding anything to the contrary in the Lease or Work Letter, any and
all construction of the initial Tenant Improvements for the Unfinished Space
Pockets ("Space Pocket Buildout") shall be performed by Tenant. Tenant is not
required to perform a Space Pocket Buildout for the entire Unfinished Space
Pockets at one time and may elect to carry out separate Space Pocket Buildouts
for various portions of the Unfinished Space Pocket at different times. The Work
Letter shall not apply to any Space Pocket Buildout and all Space Pocket
Buildouts shall be treated as an alteration of the Premises that is governed by
Section 13 of the Lease, except that Tenant shall have no obligation to remove
any Space Pocket Buildouts upon the expiration or termination of the Lease. As
part of its review and approval process under Section 13 of the Lease, Landlord
shall have the right to disapprove any proposed Space Pocket Buildout that is of
lesser scope or quality than the Tenant Improvements that were constructed by
Landlord for the balance of the Premises. Tenant's entry into Unfinished Space
Pockets to perform a Space Pocket Buildout shall not be considered use or
occupancy of the Unfinished Space Pockets for purposes of determining whether
Base Monthly Rent commences early for such Space Pockets.

         3.       Payment of Landlord's Allowance for Space Pocket Buildouts. On
the terms and conditions set forth in this Section 3 and in satisfaction of
Landlord's payment obligation under Section 10.1 of the Work Letter, Landlord
shall pay to Tenant the remaining allowance of $28.00/RSF allocable to the
Unfinished Space Pockets in which a Space Pocket Buildout is being performed.
Such allowance shall be paid in monthly installments on a percentage of
completion basis, on the 30th day of the month following the month on which
Landlord receives Tenant's invoice, provided that such invoice is delivered to
Landlord by no later than the 20th day of such prior month and is accompanied by
appropriate substantiation of percentage completion and by partial lien releases
from Tenant's general contractor. The partial lien releases shall conditionally

                                       1

<PAGE>

release lien claims for work performed during the current monthly pay period
covered by the applicable invoice and shall unconditionally releases any lien
claims for work performed prior to the current monthly pay period. Tenant shall
be responsible for paying any costs and expenses of the Space Pocket Buildouts
in excess of $28.00.

         4.       Effectiveness. Except as expressly amended herein, the terms
and conditions of the Lease are hereby ratified and affirmed, and the Lease
shall remain in full force and effect.

         EXECUTED as of the date first above written.

LANDLORD:                              BEDFORD PROPERTY INVESTORS,
                                       INC.

                                       By: /s/ Jim Moore
                                           -------------------------------------
                                       Name: Jim Moore
                                       Title: COO

TENANT:                                FINANCIAL PACIFIC
                                       CORPORATION

                                       By: /s/ Dale A. Winter
                                           -------------------------------------
                                       Name: Dale A. Winter
                                       Title: President

<PAGE>

STATE OF CALIFORNIA     )
                        )  ss.
COUNTY OF CONTRA COSTA  )

On this 25th day of June, 2001, before me, the undersigned, a Notary Public in
and for the State of California, personally appeared Jim Moore, to me known to
be the C.O.O. of BEDFORD PROPERTY INVESTORS, INC., the corporation that executed
the 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 he/she was authorized to execute the
said instrument on behalf of said corporation.

                               WITNESS MY HAND AND OFFICIAL SEAL
                               hereto affixed the day and year first above
        [SEAL]                 written.

                               /s/ Rebecca L. Ingraca
                               -------------------------------------------------
                               Name  Rebecca L. Ingraca
                               NOTARY PUBLIC in and for the State of California,
                               residing at Danville, CA
                               My appointment expires: 9/14/03

<PAGE>

STATE OF WASHINGTON     )
                        )  ss.
COUNTY OF PIERCE        )

On this 29th day of May, 2001, before me, the undersigned, a Notary Public in
and for the State of Washington, personally appeared Dale A. Winter, to me known
to be the President of FINANCIAL PACIFIC CORPORATION, the corporation that
executed the 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 he/she was authorized to
execute said instrument on behalf of said corporation.

WITNESS MY HAND AND OFFICIAL SEAL hereto affixed the day and year first above
written.

                               /s/ Nikki Bridges
                               -------------------------------------------------
        [SEAL]                 Name Nikki Bridges
                               NOTARY PUBLIC in and for the State
                               of Washington,
                               residing at Pierce County
                               My appointment expires: 5/19/02

<PAGE>

                            THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT TO LEASE ("Amendment"), dated as of March 31, 2003, is
entered into by and between BEDFORD PROPERTY INVESTORS, INC., a Maryland
corporation ("Landlord"), and FINANCIAL PACIFIC CORPORATION, a Washington
corporation ("Tenant").

                                    RECITALS

         A.       The Quadrant Corporation, a Washington corporation
("Quadrant") and Tenant entered into that certain Lease dated July 20, 1998, as
amended by that certain First Amendment of Lease dated April 29, 1999 and Second
Amendment to Lease dated April 24, 2001 (together the "Lease"), with respect to
a portion of the building commonly known as East Campus Corporate Park, Building
VI, located in Federal Way, WA (the "Premises"). Quadrant assigned its interest
in the Lease to Landlord pursuant to that certain Bill of Sale and Assignment
dated September 22, 1999. Capitalized terms not defined herein shall have the
meanings assigned to them in the Lease.

         B.       Tenant and WorldVision ("Subtenant") entered into that certain
Sublease dated April 18, 2002, under the terms of which Tenant subleased to
Subtenant a portion of the Premises (the "Sublease Premises"). Landlord has
consented to the Sublease.

         C.       In creating the Sublease Premises Tenant and Subtenant
required an additional 61 square feet of space in Building VI as depicted on
Exhibit A-2 attached hereto (the "Additional Space") which Landlord is willing
to lease to Tenant for sublease to Subtenant on the terms set forth in this
Third Amendment.

         D.       The parties wish to amend the Lease to include the Additional
Space required for the Sublease and the resulting increases in the size of the
Premises and the Common Area Expenses. There will be no changes to the Base
Monthly Rent.

                                    AGREEMENT

         Landlord and Tenant agree as follows:

1.       Inclusion of Additional Space. Effective as of January 1, 2003 (the
"Effective Date"), the Premises shall include the Additional Space, and as of
such date Tenant shall have full rights, obligations and duties under the Lease
to the Additional Space.

2.       Modification of Basic Lease Terms. Effective as of the Effective Date,
those portions of Section 1 of the Lease set forth below are deleted and
replaced with the following:

         LEASED PREMISES (See Section 2)

         Rentable Sq. Ft. 50,061 RSF

         OPERATING EXPENSES (See Section 8)

         Tenant's Share 43.52%

3.       Sublease Amendment. Tenant hereby agrees to amend the Sublease
consistent with the provisions of this Third Amendment and Landlord hereby
consents to such amendment of the Sublease.

                                       1
<PAGE>

4.       Effectiveness. Except as expressly amended herein, the terms and
conditions of the Lease are hereby ratified and affirmed, and the Lease shall
remain in full force and effect.

         EXECUTED as of the date first above written.

LANDLORD:                      BEDFORD PROPERTY INVESTORS, INC.

                               By: /s/ Jim Moore
                                   ---------------------------------------------
                               Name: Jim Moore
                               Title: COO

TENANT:                        FINANCIAL PACIFIC CORPORATION

                               By: /s/ Peter Davis
                                   ---------------------------------------------
                               Name: Peter Davis
                               Title: CFO

<PAGE>

STATE OF California      )
                         )  ss.
COUNTY OF Contra Costa   )

On this 31st day of March, 2003, before me, the undersigned, a Notary Public in
and for the State of Washington, personally appeared Jim Moore, to me known to
be the President of BEDFORD PROPERTY INVESTORS, INC., the corporation that
executed the 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 he/she was authorized to
execute the said instrument on behalf of said corporation.

        [SEAL]                 WITNESS MY HAND AND OFFICIAL SEAL hereto
                               affixed the day and year first above written.

                               /s/ Rebecca L. Ingraca
                               -------------------------------------------------
                               Name: Rebecca L. Ingraca
                               NOTARY PUBLIC in and for the State of
                               California
                               residing at Benicita
                               My commission expires: 9-14-03

<PAGE>

STATE OF WASHINGTON   )
                      )  ss.
COUNTY OF King        )

On this 19th day of March, 2003, before me, the undersigned, a Notary Public in
and for the State of Washington, personally appeared Peter Davis, to me known to
be the CFO of FINANCIAL PACIFIC CORPORATION, the corporation that executed the
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 he/she was authorized to execute the said
instrument on behalf of said corporation.

WITNESS MY HAND AND OFFICIAL SEAL hereto affixed the day and year first above
written.

        [SEAL]                 /s/ Maryann S. Hummel
                               -------------------------------------------------
                               Name: Maryann S. Hummel
                               NOTARY PUBLIC in and for the State of
                               Washington,
                               residing at Pierce County
                               My commission expires: 5/24/06