<PAGE>   1
                                                                    EXHIBIT 10.2




                                LEASE AGREEMENT

                                      FOR

                           AMBERGLEN BUSINESS CENTER

                                 BY AND BETWEEN

                                AMBERJACK, LTD.

                                   "Landlord"

                                      and

                                 WEBRIDGE, INC.

                                    "Tenant"



<PAGE>   2
                                LEASE AGREEMENT
                               TABLE OF CONTENTS


<TABLE>
<S>            <C>                                                                                        <C>
ARTICLE 1.  BASIC LEASE INFORMATION:.......................................................................1

ARTICLE 2.  DEMISE AND RENT:...............................................................................4
      2.1   Demise.........................................................................................4
      2.2   Premises.......................................................................................4
      2.3   Commencement and Expiration Dates..............................................................4
      2.4   Rent...........................................................................................4
      2.5   Late Charge....................................................................................4

ARTICLE 3.  USE:...........................................................................................4
      3.1   Authorized Use.................................................................................4
      3.2   Hazardous Substances...........................................................................5

ARTICLE 4.  TENANT'S ACCEPTANCE AND MAINTENANCE OF PREMISES:...............................................6
      4.1   Acceptance of Premises.........................................................................6
      4.2   Building Maintenance...........................................................................6
      4.3   Tenant's Obligations...........................................................................6
      4.4   Tenant Improvements............................................................................6

ARTICLE 5.  OPERATING EXPENSES AND TAXES:..................................................................6
      5.1   Operating Expenses.............................................................................6
      5.2   Exclusions From Operating Expenses.............................................................7
      5.3   Taxes..........................................................................................7

ARTICLE 6. PAYMENT OF OPERATING EXPENSES:..................................................................8
      6.1   Operating Year.................................................................................8
      6.2   Tenant's Pro Rata Share........................................................................8
      6.3   Written Statement of Estimate..................................................................8
      6.4   Reestimations..................................................................................8
      6.5   Annual Adjustments.............................................................................9
      6.6   Tenant Examination.............................................................................9
      6.7   Disputes.......................................................................................9
      6.8   Payment........................................................................................9
      6.9   No Reduction in Amount of Monthly Base Rent....................................................9

ARTICLE 7.  SECURITY DEPOSIT:..............................................................................9
      7.1   Security Deposit...............................................................................9
      7.2   Disposition of Security Deposit................................................................9

ARTICLE 8.  SUBORDINATION, NOTICE TO SUPERIOR LESSORS AND MORTGAGEES:.....................................10
      8.1   Subordination.................................................................................10
      8.2   Notice........................................................................................10
      8.3   Attornment....................................................................................10
      8.4   Landlord's Breach of Lease....................................................................10

ARTICLE 9.  QUIET ENJOYMENT:..............................................................................11

ARTICLE 10. ASSIGNMENT AND SUBLETTING:....................................................................11
      10.1  Generally.....................................................................................11
      10.2  Conditions of Landlord's Consent..............................................................11
      10.3  Subletting by Landlord........................................................................11
      10.4  Permitted Transfers...........................................................................11

ARTICLE 11. INSURANCE:....................................................................................12
      11.1  Public Liability Insurance....................................................................12
      11.2  Property Insurance............................................................................12
      11.3  Acceptable Insurance Companies................................................................12
      11.4  Increase in Coverage..........................................................................12
      11.5  Waiver of Subrogation.........................................................................12

ARTICLE 12. RULES AND REGULATIONS:........................................................................12

ARTICLE 13. ALTERATIONS:..................................................................................12
      13.1  Requirements..................................................................................12
      13.2  Removal and Restoration.......................................................................13
      13.3  Compliance....................................................................................13
      13.4  No Liens......................................................................................13

ARTICLE 14. LANDLORD'S AND TENANT'S PROPERTY:.............................................................13
      14.1  Landlord's Property...........................................................................13
      14.2  Tenant's Property.............................................................................13
      14.3  Abandonment...................................................................................14
</TABLE>

                                       i

<PAGE>   3
<TABLE>
<S>            <C>                                                                                        <C>
ARTICLE 15. SERVICES AND UTILITIES:.......................................................................14
      15.1  Utilities.....................................................................................14
      15.2  Excess Usage..................................................................................14
      15.3  Disclaimer....................................................................................14
      15.4  Use of Common Areas and Facilities............................................................14
      15.5  Parking Facilities............................................................................15
      15.6  Signage.......................................................................................15
      15.7  Mailbox.......................................................................................15

ARTICLE 16. ACCESS:.......................................................................................15

ARTICLE 17. NOTICE OF OCCURRENCES:........................................................................15

ARTICLE 18. NONLIABILITY AND INDEMNIFICATION:.............................................................16
      18.1  Waiver........................................................................................16
      18.2  Indemnification...............................................................................16

ARTICLE 19. DAMAGE OR DESTRUCTION:........................................................................16
      19.1  General.......................................................................................16
      19.2  Condemnation..................................................................................16

ARTICLE 20. SURRENDER AND HOLDING OVER:...................................................................17
      20.1  General.......................................................................................17
      20.2  Surrender.....................................................................................17
      20.3  Holding Over..................................................................................17

ARTICLE 21. EVENTS OF DEFAULT:............................................................................17

ARTICLE 22. REMEDIES UPON DEFAULT:........................................................................18
      22.1  Remedies......................................................................................18
      22.2  Cumulative Remedies...........................................................................18
      22.3  Termination...................................................................................18
      22.4  Interest on Damages...........................................................................18

ARTICLE 23. RELOCATION....................................................................................19

ARTICLE 24. NO WAIVERS OF PERFORMANCE:....................................................................19

ARTICLE 25. CURING TENANT'S DEFAULTS:.....................................................................19

ARTICLE 26. BROKER:.......................................................................................19

ARTICLE 27. NOTICES:......................................................................................19

ARTICLE 28. ESTOPPEL CERTIFICATES:........................................................................19

ARTICLE 29. MEMORANDUM OF LEASE:..........................................................................20

ARTICLE 30. ADJUSTMENT OF COMMENCEMENT AND EXPIRATION DATES:..............................................20
      30.1  Commencement Date.............................................................................20
      30.2  Delay in Commencement.........................................................................20
      30.3  Expiration Date...............................................................................20
      30.4  Early Occupancy...............................................................................20

ARTICLE 31. MISCELLANEOUS:................................................................................20
      31.1  Merger........................................................................................20
      31.2  Modifications.................................................................................21
      31.3  Successors and Assigns........................................................................21
      31.4  Nonrecourse Lease.............................................................................21
      31.5  Force Majeure.................................................................................21
      31.6  Definitions...................................................................................21
      31.7  Effect of Expiration..........................................................................22
      31.8  Excavation....................................................................................22
      31.9  Union Contracts...............................................................................22
      31.10 Prorations....................................................................................22
      31.11 Governing Law.................................................................................22
      31.12 Light, Air and View...........................................................................22
      31.13 Tenant Representations........................................................................22
      31.14 Defined Terms.................................................................................22
      31.15 Counterparts..................................................................................22
      31.16 Costs and Attorney Fees.......................................................................23
      31.17 Effect of Failure to Consent..................................................................23
</TABLE>

                                       ii



<PAGE>   4
                                LEASE AGREEMENT

     This Lease dated for reference purposes of October 14, 1999, by and between
AmberJack, Ltd., an Arizona corporation ("LANDLORD") and Webridge, Inc., a
Delaware corporation ("TENANT").

ARTICLE 1. BASIC LEASE INFORMATION:

     Each reference in the Lease to any of the Basic Lease Information shall
mean the respective information set forth below, and such information shall be
deemed incorporated as a part of the terms provided under the particular Lease
Section pertaining to such information. In the event of any conflict between any
Basic Lease Information and the Lease, the former shall control.

     1.1  Building: 1925 Building
                    1925 NW AmberGlen Parkway
                    Beaverton OR 97006

     1.2  Landlord: AmberJack, Ltd., an Arizona corporation

     1.3  Landlord's Address for Giving of Notices and Payment of Rent:

          Birtcher Property Services
          Attn: Portfolio Manager
          27611 La Paz Road
          PO Box 30009
          Laguna Niguel CA 92607-0009

          Copy to:

          AmberJack, Ltd.
          c/o Birtcher Property Services
          1600 NW Compton Drive #106
          Beaverton OR 97006

     1.4  Tenant's Address for Giving of Notices Prior to the Commencement Date:

          Webridge, Inc.
          725 SW Broadway, Suite 600
          Portland, OR 97205

          Tenant's Address for Giving of Notices After the Commencement Date:

          Premises Address

     1.5  Premises: The third floor (approximately 24,881 rsf) and fourth floor
(approximately 24,881 rsf) of the Building. Tenant shall have the option to
expand the Premises to include the entire (but not less than the entire) second
floor (approximately 24,881 rsf) of the Building, if Tenant gives Landlord
written notice unconditionally exercising this option by no later than July 1,
2000 (the "Second Floor Option"). If Tenant does not timely give such notice,
the second floor shall not be part of the Premises. The Premises are outlined on
the floor plan of the Building attached hereto as EXHIBIT A. (Section 2.2)

     1.6  Building: The Building located at 1925 NW AmberGlen Parkway,
Beaverton, Oregon, as shown on EXHIBIT A.

     1.7  Park Common Areas: As outlined on EXHIBIT B attached hereto, Landlord
may, from time to time, adjust the size and configuration of the Park Common
Areas as each are defined herein, subject to Section 1.8.

     1.8  Project: Shall be defined as the Premises, Building and Park Common
Areas as each are defined in this Lease (as they may be expanded, altered or
contracted from time-to-time in Landlord's sole discretion; provided, however,
that such alteration shall not reduce the parking ratio for the Project below 4
per 1000 rentable square feet in the Building or materially adversely alter
access to the Building.

     1.9  Parking Allowance: Parking shall be in common with all other tenants
of the Building within parking spaces striped on the surface lot constructed on
the Land described on EXHIBIT A.

     1.10 Use of Premises: General Office Uses, excluding (i) uses which are
primarily call centers, data-processing centers, and other similar high-density
uses, and (ii) manufacturing facilities. (Article 3)

     1.11 Construction Information Submittal Date: Tenant shall provide
Landlord's office planner with all of the construction information requested by
Landlord's office planner, in accordance with EXHIBIT D of this Lease (Exhibit
D, Section 3.1), (i) for the fourth floor, no later than 10 business days after
the

                                       1
<PAGE>   5
mutual execution of this Lease, and (ii) for the other Areas, no later than 180
days prior to the Outside Commencement Date for such Area stated in Section
1.1.13.

      1.12 Construction Document Approval Date: Landlord and Tenant shall
approve the Construction Document Package in accordance with the terms and
conditions set forth in Section 3.2 of the Exhibit D Work Letter.

      1.13 Commencement Date by Area:

      Fourth Floor: March 1, 2000 or such earlier or later date as provided in
Article 30.

      Third Floor (1st Half): July 1, 2000 or 180 days after delivery of Tenant
Submittal Package (defined in Exhibit D), whichever is earlier.

      Third Floor (2nd Half): January 1, 2001 or 180 days after delivery of
Tenant Submittal Package, whichever is earlier.

      Second Floor (First Half) (if option exercised): April 1, 2001 or 180
days after delivery of Tenant Submittal Package, whichever is earlier.

      Second Floor (Second Half) (if option exercised): July 1, 2001 or 180
days after delivery of Tenant Submittal Package, whichever is earlier.

      The outside Commencement Dates for the third and fourth floors stated
above are referred to as the "Outside Commencement Dates."

      1.14 Expiration Date: February 28, 2007 or such earlier or later date as
provided in Article 30 of the Lease Agreement. (Section 2.3)

      1.15 Base Rent (Fourth Floor):

<TABLE>
                                    4th Floor Annual Base Rent
            Period                  Amount/PSF
            ------                  --------------------------
            <S>                     <C>
            Months 1-6              Abated
            Months 7-18             $13.00
            Months 19-36            $20.00
            Months 37-60            $27.00
            Months 61-84            $30.00
</TABLE>

      The months referred to above are the full calendar months after any
first partial month of the Lease Term. The Base Rent for any such partial month
shall be prorated based on the same rents as specified for the first full
calendar month when Base Rent is payable. Upon Tenant's execution of this
Lease, Tenant has deposited with Landlord $0.00 to be applied against the first
month's Rent. (Section 2.4)

      1.16 Tenant's Initial Percentage Share shall be 25.86% of the Building
until the third and second floors are added; thereafter as calculated by
Landlord pursuant to Section 6.2.

      1.17 Base Year for Adjustments to Operating Expenses: The 2000 Calendar
Year. (Section 6.2).

      1.18 Base Year for Adjustments to Taxes: The 2000 Calendar Year.

      1.19 Security Deposit: $250,000 Unconditional, Irrevocable Letter of
Credit, to be provided at the time of execution of this Lease.

      1.20 Guarantor(s) Name and Address: N/A

      1.21 Brokers:  Landlord:  N/A
                     Tenant:    Norris, Beggs & Simpson



                                       2
<PAGE>   6
<TABLE>
<CAPTION>
LANDLORD                                  TENANT
<S>                                       <C>
AmberJack Ltd., an Arizona corporation    Webridge, Inc., a Delaware corporation

By: /s/ [signature illegible]             By: /s/ [signature illegible]
    ----------------------------------        ----------------------------------

Title: Development Manager                Title: CFO
       -------------------------------           -------------------------------

Date: 11/15/99                            Date: 11/10/99
      --------------------------------          --------------------------------

By: /s/ [signature illegible]             By: /s/ [signature illegible]
    ----------------------------------        ----------------------------------

Title: VP                                 Title: VP Finance
       -------------------------------           -------------------------------

Date: 11/16/99                            Date: 11/12/99
      --------------------------------          --------------------------------

</TABLE>




                                       3
<PAGE>   7
                                LEASE AGREEMENT

                              TERMS AND CONDITIONS

ARTICLE 2. DEMISE AND RENT:

     2.1  DEMISE: Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord, upon and subject to the terms, covenants, provisions and
conditions of this Lease Agreement (herein called the "Lease"), the Premises in
the Building (herein called the "Building") located on the property described on
Exhibit A attached hereto and incorporated herein ("Land"). Landlord hereby
grants to Tenant, and Tenant hereby accepts from Landlord, upon and subject to
the terms, covenants, provisions and conditions of this Lease, a non-exclusive
right to use the common areas of the Building ("Building Common Areas"), if any,
and the Park Common Areas, subject to the provisions of Section 15.5 below and
the Rules and Regulations attached hereto as Exhibit E.

     2.2  PREMISES: The Premises (herein called "Premises") leased to Tenant are
described in the Basic Lease Information, are outlined on the floor plan(s) for
the Building attached hereto as Exhibit A, which is incorporated herein by this
reference, and shall be computed by the BOMA Standard Method for Measure Floor
Area in Office Buildings, 1996 ANSI/BOMA Z65, 1-1996. The precise amount of the
rentable area in the Premises indicated in the approved Construction Document
Package (the "CDP") shall be controlling in the event of any variance from the
approximate rentable area specified in the Basic Lease Information; however, the
rentable area of the Premises shall not vary from the rentable area specified in
the Basic Lease Information by more than plus or minus 5%. Base Rent, Tenant's
Percentage, and any similar item based upon the size of the Premises shall be
adjusted to reflect the precise rentable area in the Premises determined by the
approved CDP. The parties shall execute an addendum to this Lease following
preparation of the CDP and the Commencement Date for each Area stating such
adjusted figures, and stating the Commencement Date for the Area and Expiration
Date; provided that Tenant's failure to execute such addendum shall not affect
Tenant's obligations under this Lease.

     2.3 COMMENCEMENT AND EXPIRATION DATES: The term of this Lease (herein
called "Lease Term") shall be for the period specified in the Basic Lease
Information subject to adjustment as provided in Section 30.1 and 30.4 of this
Lease (or until sooner terminated as provided herein). The Lease shall commence
on an area by area basis, as such areas are described in Section 1.13 (the
"Areas") if Landlord gives Tenant notice of an adjustment in the Commencement
Date pursuant to Section 30.1, it shall be deemed a request for an estoppel
statement from Tenant confirming the adjustment pursuant to Article 28.

     2.4 RENT: The rents shall be and consist of a Base Rent (herein called
"Base Rent") and Additional Rent (herein called "Additional Rent"). For purposes
of this Lease Agreement, Base Rent and Additional Rent are referred to
collectively as "Rent." Base Rent shall be the amount indicated in the Basic
Lease Information. Base Rent shall be payable in equal monthly installments in
advance on the first day of each and every calendar month during the term of
this Lease (except to the extent otherwise specifically provided elsewhere in
this Lease and except that Tenant shall pay, upon the execution and delivery of
this Lease by Tenant, the sum indicated in the Basic Lease Information, to be
applied against the first installment of Base Rent becoming due under this
Lease). Additional Rent shall consist of all other sums of money as shall become
due from and payable by Tenant to Landlord under this Lease. All Rent shall be
paid in lawful money of the United States of America to Landlord at its office
or such other place, as Landlord shall designate by notice to Tenant. Tenant
shall pay the Base Rent and Additional Rent promptly when due without notice or
demand and without any abatement, deduction or offset for any reason whatsoever,
except as expressly provided in this Lease. If the Commencement Date for an Area
occurs on a day other than the first day of a calendar month, the Base Rent for
that partial calendar month shall be prorated as provided in Section 30.

     2.5  LATE CHARGE: Tenant agrees that if Rent from Tenant to Landlord
remains unpaid five (5) days after said amount is due, the amount of such unpaid
Rent or other payments shall be increased by a late charge to be paid to
Landlord by Tenant in an amount equal to two percent (2%) of the amount of the
delinquent Rent or other payment. The provisions of this Section in no way
relieve Tenant of the obligation to pay Rent or other payments on or before the
date on which they are due, nor do the terms of this Section in any way affect
Landlord's remedies pursuant to Article 22 of this Lease in the event Rent is
past due.

     2.6  CONFIDENTIALITY: Tenant shall not disclose and shall instruct its
employees and representatives not to disclose the Rent and other terms of this
Lease except to the extent disclosure is reasonably necessary in the conduct of
Tenant's business.

ARTICLE 3. USE:

     3.1  AUTHORIZED USE: Tenant shall use the Premises only for the use
specified in Section 1.10 of the Basic Lease Information and for no other
purpose. If any governmental license or permit, other than a Certificate of
Occupancy, shall be required for the proper and lawful conduct of Tenant's
business in the Premises or any part thereof, Tenant, at its expense, shall
duly procure and thereafter maintain such license or permit and submit the same
to Landlord for inspection. Tenant shall at all times comply with the terms and
conditions of each such license or permit. Tenant shall not do or permit



                                       4
<PAGE>   8
anything to be done in, on or, about the Project which will: (i) in any way
obstruct or interfere with the rights of other tenants or occupants of the
Building, injure or unreasonably annoy them; (ii) use of allow the Project to
be used for any unlawful purpose; (iii) cause or maintain or permit any
nuisance, nor commit or allow the commission of any waste, nor use or permit
anything to be done which will in any way conflict with any law, statute,
ordinance, or governmental rule or regulation applicable to Tenant now in force
or which may hereafter be enacted or promulgated; and (iv) not do or permit
anything to be done on the Project or bring or keep anything therein which will
in any way increase the rate of any insurance upon the Project or any of its
contents or cause a cancellation of said insurance or otherwise affect said
insurance in any manner. Tenant shall, at its sole cost and expense, promptly
comply with all laws, statutes, ordinances, and governmental rules,
regulations, or requirements applicable to Tenant now in force or which may
hereafter be in force ("Legal Requirements") and with the requirements of any
board of fire underwriters or similar body now or hereafter constituted
relating to or affecting the condition, use, or occupancy of the Premises or
the Building. Tenant shall not be required to make structural changes unless
related to or affected by; (i) alterations or improvements made by or for
Tenant; or (ii) Tenant's acts. The judgment of any court of competent
jurisdiction or the admission of Tenant in an action against Tenant, whether
Landlord be a party thereto or not, that Tenant has so violated any such law,
statute, ordinance, rule, regulation, or requirement, shall be conclusive of
such violation as between Landlord and Tenant. Tenant shall use its best
efforts to prevent any violation of applicable Legal Requirements by its
partners, directors, officers, agents, employees, invitees and contractors.

     3.2  HAZARDOUS SUBSTANCES: Tenant shall not cause or permit the release,
discharge, or disposal nor the presence, use, transportation, generation, or
storage of any Hazardous Material (as hereafter defined) in, on, under, about,
to, or from the Premises, the Building, the Land or the Park Common Areas by
either Tenant, Tenant's employees, agents, contractors, or invitees
(collectively the "Tenant") except customary office supplies used in compliance
with Environmental Laws. Tenant further agrees and covenants to Landlord, its
agents, employees, affiliates and shareholders (collectively the "Landlord")
that:

          3.2.1     Tenant shall comply with all Environmental Laws in effect,
or that may come into effect, applicable to the Tenant or Tenant's use and
occupancy of the Premises;

          3.2.2     Tenant shall immediately notify Landlord, in writing, of
any existing, pending or threatened (i) investigation, inquiry, claim or action
by any governmental authority in connection with any Environmental Laws; (ii)
third party claims; (iii) regulatory actions; and/or (iv) contamination of the
Premises if the foregoing arise from Tenant's occupancy or otherwise comes to
Tenant's attention;

          3.2.3     Tenant shall, at Tenant's expense, investigate, monitor,
remediate, and/or clean up any Hazardous Material or other environmental
condition on, about, or under the Premises required as a result of Tenant's use
of occupancy of the Premises;

          3.2.4     Tenant shall keep the Premises free of any lien imposed
pursuant to any Environmental Laws arising from Tenant's occupancy; and

          3.2.5     Tenant shall indemnify, defend, and save Landlord harmless
from and against any and all claims, (including personal injury, real, or
personal property damage), actions, judgments, damages, penalties, fines,
costs, liabilities, interest, or attorney fees that arise, directly or
indirectly, from Tenant's violation of any Environmental Laws or the presence
of any Hazardous Material on, under or about the Premises as a result of
Tenant's occupancy.

          3.2.6     Landlord shall deliver the Premises in compliance with
Environmental Laws.

     The Parties' obligations, responsibilities, and liabilities under this
Section shall survive the expiration or termination of the Lease.

     For purposes of this Section the following definitions apply:

     "Hazardous Materials" shall mean: (1) any "hazardous waste" and/or
"hazardous substance" defined pursuant to any Environmental Laws; (2) asbestos
or any substance containing asbestos; (3) polychlorinated biphenyls; (4) lead;
(5) radon; (6) pesticides; (7) petroleum or any other substance containing
hydrocarbons; (8) any substance which, when on the Premises, is prohibited by
any Environmental Laws; (9) petroleum; and (10) any other substance, material,
or waste which, (i) by any Environmental Laws requires special handling or
notification of any governmental authority in its collection, storage,
treatment, or disposal or (ii) is defined or classified as hazardous, dangerous
or toxic pursuant to any legal requirements.

     "Environmental Laws" shall mean: any and all federal, state and local laws,
statutes, codes, ordinances, regulations, rules or other requirements, relating
to human health or safety or to the environment, including, but not limited to,
those applicable to the storage, treatment, disposal, handling and release of
any Hazardous Materials, all as amended or modified from time to time.



                                       5
<PAGE>   9
ARTICLE 4. TENANT'S ACCEPTANCE AND MAINTENANCE OF PREMISES;

      4.1   ACCEPTANCE OF PREMISES: Subject to punch list items identified as
provided for in EXHIBIT D, by taking possession of the Premises, Tenant accepts
the Premises as being in the condition in which Landlord is obligated to
deliver them and otherwise in good order, condition and repair.

      4.2   BUILDING MAINTENANCE: Landlord shall maintain the Project including
public lobbies, stairs, elevators, corridors and rest rooms, the windows in the
Building, the mechanical, plumbing and electrical equipment serving the
Building, and the Premises in reasonably good order and condition except as
provided in Section 4.3 and except for damage occasioned by the use, misuse, or
abuse of the Tenant, which damage shall be repaired by Landlord at Tenant's
expense subject to Section 11.5; provided that neither Tenant nor Landlord shall
be obligated to repair damage arising from ordinary wear and tear to the
Premises.

      4.3   TENANT'S OBLIGATIONS: Except for Landlord's maintenance
responsibilities stated in Section 4.2 above, Tenant shall, at all times during
the term hereof at Tenant's sole cost and expense, keep the Premises in good
order, condition and repair, which obligation shall include, without limitation,
the obligation to maintain, repair and replace as necessary: (i) floor
coverings; (ii) wall coverings; (iii) paint; (iv) casework; (v) heating,
ventilating and air conditioning systems ("HVAC Systems") exclusively serving
the Premises; (vi) window coverings; (vii) nonstandard lights and ballasts
(viii) nonstandard locks and hardware: (ix) all of Tenant's Property (as defined
in Section 14.2 herein) and equipment (whether installed or otherwise); (x) any
and all other Tenant Improvements; provided that Landlord shall provide standard
janitorial services to the Premises. Except as set forth in Section 4.2 above,
Landlord shall have no obligation to repair or maintain the Premises, and except
for Landlord's work described in Exhibit D, Landlord shall have no obligation to
alter, remove, improve, decorate, or paint the Premises or any part thereof, and
Tenant accepts the Premises in their "AS IS" condition; provided, however, that
Landlord shall repair any latent defects in Landlord's work described in Exhibit
D of which Tenant gives Landlord written notice with one (1) year after Tenant's
initial occupancy of the Premises.

      4.4   TENANT IMPROVEMENTS: A description of the tenant improvements to be
performed by Landlord ("Tenant Improvements") and the terms under which they are
to be executed is attached hereto as Exhibit D. Landlord shall construct the
Tenant Improvements in accordance with Exhibit D and in a good and workmanlike
manner.

ARTICLE 5. OPERATING EXPENSES AND TAXES:

      5.1   OPERATING EXPENSES: For the purpose of this Lease, the term
"Operating Expenses" shall mean all expenses paid or incurred by Landlord (or on
Landlord's behalf) as reasonably determined by Landlord to be necessary or
appropriate for the efficient use, operation, maintenance, repair and
replacement of the Project, including without limitation:

            5.1.1       All costs and expenses to Landlord in maintaining fire
and extended coverage insurance including all risk endorsement on the property,
public liability, fidelity, rent loss insurance, difference in conditions and
any other insurance maintained by Landlord covering the use and operation of the
Project, and the part of any claim required to be paid under the deductible
portion of any insurance policies carried by Landlord in connection with the
Project (all such insurance shall be in such amounts as Landlord may reasonably
determine).

            5.1.2       All costs and expenses of repairing, replacing,
operating and maintaining the heating, ventilating and air conditioning systems
for the Building (excepting such HVAC Systems as tenants of the Building are
required to maintain under the terms of their leases), including maintenance
contracts therefor and the cost of all utilities required in the operating of
all such systems, except those required to be paid directly by a tenant of the
Building.

            5.1.3       All costs and expenses to Landlord in providing
standard services and utilities to tenants of the Building, including common
area janitorial services, window washing and utilities not separately metered;
together with the costs of replacement of electric light bulbs and fluorescent
tubes and ballasts, which Landlord shall have the exclusive right to provide and
install at Tenant's sole cost and expense.

            5.1.4       Reasonable costs incurred by accountants, attorneys or
other experts or consultants incurred in connection with operation, maintenance
or management of the Project.

            5.1.5       All costs and expenses incurred by Landlord in
operating, managing (including administrative costs), maintaining and repairing
the Project, including without limitation (i) all sums expended in connection
with the Building Common Areas and Park Common Areas for general maintenance and
repairs, resurfacing, painting, restriping, cleaning, sweeping and janitorial
services, window washing, maintenance and repair of elevators, stairways,
sidewalks, curbs, Building signs, sprinkler systems, planting and landscaping;
(ii) the cost of all charges for gas, steam, electricity, heat, air
conditioning, ventilation, water, lighting and other utilities together with any
taxes thereon; (iii) maintenance, repair and replacement of any fire protection
systems, automatic sprinkler systems, lighting systems, storm drainage systems
and any other utility systems; (iv) cost of all tools, equipment and supplies
and personnel to implement such services and to generally monitor and maintain
the Project;


                                       6
<PAGE>   10
(v) rental and/or depreciation of machinery and equipment used in such
maintenance and services; (vi) security and fire protection services; trash
removal services; (vii) all costs and expenses pertaining to snow and ice
removal, alarm systems, utilities; (viii) premiums and other costs for worker's
compensation insurance; salaries, wages, withholding taxes, social security
taxes, medical, surgical, union and general welfare benefits (including without
limitation, group life insurance), and pension or other retirement payments of
employees of Landlord or Landlord's property manager engaged in the repair,
maintenance and operation; (ix) personal property taxes, fees for required
licenses and permits, supplies and charges; (x) alterations or improvements
including, without limitation, repair or replacement of furnishings, fixtures,
accessories, floor coverings and painting; (xi) all other charges allocable to
the operation, maintenance, repair of the Project.

      Costs and expenses incurred by Landlord in operating, managing and
maintaining the Project which are incurred exclusively for the benefit of
specific tenants of the Building will be billed accordingly and will not be
included within the Operating Expenses. Landlord, however, may cause any or all
of said services to be provided by an independent contractor(s).

            5.1.6    Cost of capital improvements, structural repairs or
replacements made to the Project in order to conform to changes subsequent to
the date of this Lease in any applicable laws, ordinances, rules, regulations,
or orders of any governmental or quasi-governmental authority having
jurisdiction over the Project or any such capital improvements, structural
repairs or replacements designed primarily to reduce Operating Expenses.
Expenditures for the foregoing shall be amortized at market rate of return over
the useful life of capital improvement or structural repair or replacement, as
determined by Landlord.

      5.2   EXCLUSIONS FROM OPERATING EXPENSES: Operating expenses shall not
include: (i) depreciation or amortization (except as provided above in Section
5.1); (ii) interest on and amortization of debts (except as provide above in
Section 5.1); (iii) Tenant improvements made for any tenants of the Building
including those for Landlord or its tenants; (iv) leasing commissions,
attorneys' fees, costs and disbursements and other expenses incurred in
connection with leasing, renovating, or improving space for tenants or
prospective tenants; (v) costs associated with the collection of rent under any
such lease or defense of Landlord's title to or interest in the Project; (vi)
refinancing costs; (vii) the cost of any work or services performed for any
occupants of any leased space in the Building (including Tenant), whether at
the expense of Landlord or such occupants, to the extent that such work or
services is in excess of the work or services which Landlord makes available to
tenants generally or is required to furnish to Tenant under this Lease; (viii)
damages recoverable by any occupant due to violation by Landlord of any of the
terms and conditions of this Lease or any other lease relating to the Building;
(ix) capital repairs and replacements (except as provided above in Section
5.1); (x) advertising and promotional expenses; (xi) repairs and other work
occasioned by fire or other casualty to the extent Landlord is actually
reimbursed or entitled to reimbursements by insurance proceeds; (xii) fines or
penalties incurred due to violations by Landlord or governmental laws,
regulations, orders and the like: (xiii) expenses for vacant rentable space
within the Building, including the cost of utilities, security and renovation;
(xiv) all overhead, costs and expenses associated with the operation of
Landlord's business, as distinguished from costs and expenses associated with
the operation of the Project such as, without limitation, corporate accounting
and legal fees, fidelity and office liability insurance premiums, cost and
expense of defending or prosecuting litigation not related to the Project,
costs and expense of selling, syndicating, financing or mortgaging Landlord's
interest in the Project, and cost and expense of collection of rent from other
tenants; and (xv) any items of expense as to which the Landlord is reimbursed
by means other than Operating Expense payments by tenants of the Building such
as through insurance proceeds or litigation against the party who wrongfully
caused the expense.

      5.3   TAXES: The term "Taxes" shall include (i) all real property taxes
and assessments and personal property taxes, charges, rates, duties and
assessments charged, levied or imposed by any governmental authority with
respect to the Project, and any improvements, fixtures and equipment located
therein or thereon, and with respect to all other property of Landlord, real or
personal, of the Project or any obligation to any governmental entity assessed
upon Landlord as a result of its ownership or operation used in connection with
the operation; (ii) any tax in lieu of a real property tax; (iii) any tax or
excise levied or assessed by any governmental authority on the rentals payable
under this Lease or rentals accruing from the use of the Project; provided that
this shall not include federal or state, corporate or personal income taxes;
and (iv) any tax or excise imposed or assessed against Landlord which is
measured or based in whole or in part on the capital employed by Landlord to
improve the project, or to construct the Building, and (v) all reasonable costs
and expenses incurred by Landlord in contesting or negotiating the same with
governmental authority if Landlord, in its reasonable discretion, elects to
contest or negotiate the same.

      If Landlord receives a refund of Taxes then Landlord shall credit such
refund, net of any professional fees and costs incurred by Landlord to obtain
the same, against the Taxes for the Operating Year to which the refund is
applicable. The amount of the Taxes for the Base Year shall reflect any refund
resulting from any appeal, protest, or other action by Landlord contesting the
amount claimed by the governmental authorities and any statements by Landlord
as to the amount of Base Year Taxes shall be tentative until any such contest
is completed.


                                       7

<PAGE>   11
ARTICLE 6. PAYMENT OF OPERATING EXPENSES:

     6.1  OPERATING YEAR: As used in this Article 6, the term "Operating Year"
shall mean each calendar year of the Lease Term and in the event this Lease
begins or ends on any date other than the first day of the calendar year, the
calculations, costs and payments referred to herein shall be prorated as
provided in Section 30.

     6.2  TENANT'S PRO RATA SHARE: Throughout the entire Lease Term, Tenant
shall pay, as Additional Rent, the Tenant's Percentage of the increase in
Operating Expenses and Taxes for the Project, if any, over the Operating
Expenses and Taxes for the applicable Base Year as defined in Sections 1.17 and
1.18 of the Basic Lease Information. Tenant's pro rata share of the increase in
Operating Expenses and Taxes for the Project for each Operating Year shall be
calculated as follows: the Operating Expenses (or Taxes) for each Operating Year
less the Operating Expenses for the Base Year shall be multiplied by Tenant's
Percentage. If in any Operating Year Tenant occupies the Premises for less than
the full Operating Year, then the product from the foregoing multiplication
shall be multiplied by the percentage of the Operating Year in which Tenant
occupied the Premises. "Tenant's Percentage" shall mean a percentage, the
numerator of which is the number of rentable square feet of the Premises and the
denominator of which is the total number of rentable square feet of the
Building, whether or not such space is actually rented (currently estimated at
96,211 rsf). Tenant acknowledges that, to the extent Operating Expenses do not
apply to the Building exclusively, Landlord will allocate Operating Expenses of
the Project to the Building based on Landlord's determination of a fair
allocation of costs among the buildings at the Project on a basis consistently
applied. Landlord shall not change its basis of Project Operating Costs
allocation in a manner that would materially increase the percentage of Project
Operating Expenses allocated to the Building, provided that this sentence
applies only to Landlord's allocation method, and does not apply to changes in
the results of application of Landlord's allocation methods over time. The
Tenant's Percentage (as specified in the Basic Lease Information, and adjusted
as provided herein) may be changed from time to time to reflect any change in
the total rentable square footage in the Building. All calculations of rentable
area shall be on the basis as originally used to determine the rentable area
shown in the Basic Lease Information.

     During the periods when the Building is not fully occupied, Landlord shall
reasonably adjust Operating Expenses to reflect the costs that would normally
have been incurred had the Building been fully occupied for the entire period
and the Building had been fully assessed for property tax purposes. The Building
shall be considered fully occupied when occupancy reached ninety-five percent
(95%). If during any Operating Year the tenant of any space in the Building
performs work or services thereon pursuant to a written agreement between
Landlord and such tenant in lieu of having Landlord perform the same and the
cost thereof would have been included in Landlord's Operating Expenses, then in
any such event(s), at Landlord's option, the Operating Expenses for such
Operating Year shall be adjusted to reflect the Operating Expenses that would
have been incurred if Landlord had performed such work or services, as the case
may be. If the total rentable area of the Building changes, Landlord shall
reasonably determine a revised Tenant's Percentage reflecting the changes as of
the date of such change.

     6.3  WRITTEN STATEMENT OF ESTIMATE: For each Operating Year during the
Lease Term after the Base Year, Landlord shall furnish Tenant with a written
statement setting forth Tenant's Pro Rate Share of the estimated increase in
Operating Expenses and Taxes for the next Operating Year. Tenant shall pay to
Landlord as Additional Rent commencing on January 1 of the Operating Year, and
thereafter on the first day of each calendar month, an amount equal to
one-twelfth of the amount of Tenant's Pro Rata Share of such increase as shown
in Landlord's written statement. In the event Landlord delivers the written
statement late, Tenant shall continue to pay to Landlord an amount equal to
one-twelfth of Tenant's Pro Rata Share of the estimated increase in Operating
Expenses for the immediately preceding Operating Year until Landlord furnishes
the written statement, at which time Tenant shall pay the amount of any excess
of the Tenant's Pro Rata Share for the expired portion of the current Operating
Year over the Tenant's actual payments during such time and any excess payments
by Tenant shall be credited to the net due payment of Rent from Tenant. The late
delivery of any written statement by Landlord shall not constitute a waiver of
Tenant's obligation to pay its Pro Rata Share of the increase in Operating
Expenses nor subject the Landlord to any liability, but Landlord shall use
reasonable efforts to deliver such written statements of Operating Expenses as
soon as reasonably possible.

     6.4  REESTIMATIONS: At any time from time to time during the Lease Term,
Landlord may furnish Tenant with written notice of a reestimation of the annual
Operating Expenses and Taxes to reflect more accurately Landlord's most recent
estimate of the current Operating Expenses and Taxes. Commencing with the first
day of the calendar quarter next succeeding delivery of such notice to Tenant,
and continuing on the first day of each calendar month during the Term (until
subsequently reestimated), Tenant shall pay to Landlord one-twelfth (1/12th) of
the Tenant's share of the estimated Operating Expenses and Taxes, as
reestimated.

     6.5  ANNUAL ADJUSTMENTS: Within a reasonable time following the end of each
calendar year during the Lease Term, Landlord shall furnish to Tenant an
itemized statement certified as correct by Landlord, setting forth the total
Operating Expenses and Taxes for the preceding calendar year, the amount of
Tenant's share of such Operating Expenses and the payments made by Tenant with
respect to such calendar year. Landlord will use all reasonable commercial
efforts to deliver such statement by not later than June 30 of each calendar
year. If Tenant's share of the actual Operating Expenses and Taxes


                                       8
<PAGE>   12
for such year exceeds the payment so made by Tenant, based on the Landlord's
estimate. Tenant shall pay Landlord the deficiency within thirty (30) days
after receipt of said statement. If said payments by Tenant, based on
Landlord's estimate, exceed Tenant's share of the actual Operating Expenses and
Taxes, Landlord will credit the amount of such overpayment against Tenant's
next Operating Expense and Tax payment due; or, if the Lease has expired or
terminated, Landlord will refund such amount to Tenant within thirty (30) days
after the date of such estimate, subject to set off by Landlord against any
sums then due Landlord by Tenant.

     6.6  TENANT EXAMINATION: In addition, Tenant may, upon at least five days
advance written notice to Landlord and during business hours, examine any
invoices, receipts, canceled checks, vouchers or other instruments used to
support the figures shown on the Operating Statement; provided, however, that
Tenant shall only be entitled to such an examination once in each Operating
Year, and the examination shall not be conducted by anyone who is engaged on a
contingent fee basis to represent Tenant or who is a competitor of Landlord.
Property managers and commercial building owners shall be deemed competitors of
Landlord. The person conducting the examination on behalf of Tenant shall enter
into a confidentiality agreement reasonably satisfactory to Landlord. In the
event the examination discovers an overcharge in excess of 5% of the Operating
Expense payments during the Operating Year covered by the examination, Landlord
shall reimburse Tenant for the actual out-of-pocket costs reasonably incurred
by Tenant due to the examination.

     6.7  DISPUTES: Each such statement given by Landlord pursuant to this
Section shall be conclusive and binding upon Tenant unless within one-hundred
twenty (120) days after the receipt of such statement Tenant shall notify
Landlord that it disputes the correctness of the statement, specifying the
particular respects in which the statement is claimed to be incorrect. If such
disputes shall not have been settled by agreement, either party may request to
have the dispute mediated, and if the parties agree to mediate, the mediation
shall be conducted upon application of either party through the Arbitration
Service of Portland, Inc. ("ASP"), with a single mediator. Tenant hereby agrees
that a dispute over the statement or ay good faith error by Landlord in
interpreting or applying Article 5 or in calculating the amounts in the
statement shall not be a breach of this Lease by Landlord. If any legal
proceeding over the statement is resolved against Landlord, this Lease shall
remain in full force and effect and Landlord shall not be liable for any
consequential damages, and pending the determination of such dispute, Tenant,
within ten (10) days of receipt of such statement, shall pay Additional Rent in
accordance with the statement, without prejudice to Tenant's positions. If the
dispute shall be determined in Tenant's favor, landlord shall forthwith pay to
Tenant the amount of Tenant's overpayment of Additional Rents resulting from
compliance with the statement.

     6.8  PAYMENT: If an Operating Year ends after the expiration or termination
of this Lease, the Additional Rent in respect thereof payable under this
Section shall be paid by Tenant within ten (10) days of its receipt of the
Operating Statement for such Operating Year.

     6.9  NO REDUCTION IN AMOUNT OF MONTHLY BASE RENT: Nothing in the Lease
shall be construed to mean the Monthly Base Rent amount specified in the Basic
Lease Information shall be reduced due to any decrease in Operating Expenses, it
being intended that the amount of the Monthly Base Rent remain fixed as
specified in the Basic Lease Information throughout the Lease Term.

ARTICLE 7. SECURITY DEPOSIT:

     7.1  SECURITY DEPOSIT: Upon the execution of this Lease by Tenant, Tenant
shall deliver to Landlord the Security Deposit indicated in the Basic Lease
Information as security for the full and faithful performance and observance by
Tenant of Tenant's covenants and obligations under this Lease and Tenant shall
not be entitled to interest thereon (the "SECURITY DEPOSIT"). Failure to
promptly deliver or (not later than thirty days prior to expiration) extend
such Security Deposit shall be considered an Event of Default under this Lease.
If Tenant defaults in the full and prompt payment and performance of any of
Tenant's covenants and obligations under this Lease, including without
limitation the payment of Base Rent and Additional Rent and fails to cure such
default as provided for under this Lease, Landlord may use, apply or retain the
whole or any part of the Security Deposit so deposited to the extent required
for the payment of any Base Rent and Additional Rent or any other sums as to
which Tenant is in default or for any such sums which Landlord may expend or
may be required to expend by reason of Tenant's default in respect of any of
the terms, covenants and conditions of this Lease, including, but not limited
to, any damages or deficiency in rent in the reletting of the Premises, whether
such damages or deficiency accrue before or after summary proceedings or other
re-entry by Landlord.

     7.2  DISPOSITION OF SECURITY DEPOSIT: If Landlord shall so use, apply or
retain the whole or any part of the Security Deposit, Tenant shall upon demand
immediately deposit with Landlord a sum equal to the amount so used, applied or
retained, as security. If Tenant shall fully and faithfully comply with all of
Tenant's covenants and obligations under this Lease, the Security Deposit or
any balance thereof shall be returned or paid over to Tenant within thirty (30)
days after the date on which this Lease shall expire or sooner end or
terminate. In the event of any sale of Landlord's interest in the Building or
any master lease of the Building by Landlord to a third party, whether or not
in connection with a sale or leasing of the Land, Landlord shall either
transfer the Security Deposit to the vendee or master lessee or the vendee or
master lessee shall assume Landlord's obligations under this Lease in respect
of the Security Deposit. Upon transfer of the Security Deposit to the vendee or
master lessee, Landlord shall thereupon be released by Tenant from all
liability for the return or payment thereof; and if the vendee or



                                       9

<PAGE>   13
master lease expressly assumes Landlord's obligations in respect of the
Security Deposit, Tenant shall look solely to the new landlord for the return
or payment of the same. Further, the provisions hereof shall apply to every
transfer or assignment made of the same to a new landlord. Tenant shall not
assign or encumber or attempt to assign or encumber the monies deposited herein
as security and neither Landlord nor its successors or assigns shall be bound
by any such assignment, encumbrance, attempted assignment or attempted
encumbrance.

ARTICLE 8. SUBORDINATION, NOTICE TO SUPERIOR LESSORS AND MORTGAGEES:

     8.1  SUBORDINATION: Any lease to which this Lease is, at the time referred
to, subject and subordinate is herein called "Superior Lease" and the lessor of
a Superior Lease or its successor in interest, at the time referred to, is
herein called "Superior Lessor," and any mortgage to which this Lease is, at
the time referred to, subject and subordinate is herein called "Superior
Mortgage" and the holder of a Superior Mortgage, or its successor in interest,
at the time referred to, is herein called "Superior Mortgagee." This Lease, and
all rights of Tenant hereunder, are and shall be subject and subordinate to any
ground leases covering the Land and/or the Building now or hereafter existing,
and to all mortgages which may now or hereafter affect the Land and/or the
Building and/or any of such leases, whether or not such mortgages shall also
cover other lands and/or buildings and/or leases, to each and every advance
made or hereafter to be made under such mortgages, and to all renewals,
modifications, replacements and extensions of such leases and such mortgages.
This Section shall be self-operative, and no further instrument of
subordination shall be required. In confirmation of subordination, Tenant shall
execute, acknowledge or deliver any instrument that Landlord, any Superior
Lessor or any Superior Mortgagee may reasonably request to evidence such
subordination within fifteen (15) days after written demand from Landlord;
failing to deliver such instrument, Tenant does hereby make, constitute and
irrevocably appoint Landlord as Tenant's attorney-in-fact in Tenant's name and
stead to do so. Landlord represents that there is no current ground lease,
trust deed or mortgage on the Project. As to any subsequently recorded ground
lease, trust deed or mortgage, Tenant's subordination to the same shall be
subject to such ground lessor, lender or their Successor Landlord's agreement
no to disturb Tenant's right to possession under this Lease, so long as Tenant
is not in default of this Lease at the time of succession, in the event of
exercise of any rights under the Superior Lease or the Superior Mortgage, as
the case may be.

     8.2  NOTICE: If any act or omission of Landlord would give Tenant the
right, immediately or after lapse of a period of time, to cancel or terminate
this Lease, or to claim a partial or total eviction, Tenant shall not exercise
such right; (i) until it has given written notice of such act or omission to
Landlord and each Superior Mortgagee and each Superior Lessor whose name and
address shall previously have been furnished to Tenant; and (ii) until a
reasonable period of time for such parties to cure the condition has passed.

     8.3  ATTORNMENT: For the purposes of this Section, the term "Successor
Landlord" shall mean the Superior Lessor or Superior Mortgagee if the same
succeeds to the rights of Landlord under this Lease, whether through possession
or foreclosure action or delivery of a new lease or deed, or any third party
that succeeds to the rights of Landlord under this Lease by virtue of having
purchased the Land, the Building or the Park Common Areas at a foreclosure
sale. So long as Tenant is not in default of this Lease at the time of
succession, the Successor Landlord shall accept Tenant's attornment, and shall
not disturb Tenant's quiet possession of the Premises. Tenant shall attorn to
and recognize such Successor Landlord as Tenant's Landlord under this Lease and
shall promptly execute and deliver any instrument that such Successor Landlord
may reasonably request to evidence such attornment.

     8.4  LANDLORD'S BREACH OF LEASE: Landlord shall not be in default unless
Landlord fails to perform obligations required of Landlord within thirty (30)
calendar days after written notice by Tenant to Landlord specifying wherein
Landlord has failed to perform such obligations; provided, however, that if the
nature of Landlord's obligation is such that more than thirty (30) calendar days
are required for performance, then Landlord shall not be in default if Landlord
commences performance within such thirty (30) calendar day period and thereafter
diligently prosecutes the same to completion. If Landlord fails to perform such
obligations within the period allowed by this Section, and such obligations
relate to the repair or maintenance of the Premises, Tenant may at its option
deliver to Landlord an additional written notice stating that Tenant intends to
exercise its rights under this Section 8.4 and specifying the remedial action
Tenant intends to take, and if Landlord fails to perform the obligation
specified in such notice within such ten days, Tenant may perform such
obligation, in which case Landlord shall reimburse tenant's reasonable
out-of-pocket costs for such performance within ten (10) days after invoicing,
with interest at the rate stated in Section 22.4 accruing from the date of
Tenant's expenditure.

ARTICLE 9. QUIET ENJOYMENT:

     So long as Tenant pays all of the Base Rent and Additional Rent and
performs all of Tenant's other obligations hereunder, Tenant shall peaceably
and quietly have, hold and enjoy the Premises and its nonexclusive rights in
the common areas of the Project without hindrance, ejection or molestation by
Landlord or any person lawfully claiming through or under Landlord, subject
nevertheless, to the provisions of this Lease and to any Superior Lease and/or
Superior Mortgage.


                                       10

<PAGE>   14
ARTICLE 10. ASSIGNMENT AND SUBLETTING:

      10.1  GENERALLY: - Tenant shall not sell, assign, sublet, encumber or
otherwise transfer by operation of law or otherwise this Lease or any interest
herein, or the Premises or any portion thereof, without the prior written
consent of Landlord (which Landlord shall not unreasonably withhold or delay)
nor shall Tenant permit any lien to be placed on the Tenant's interest by
operation of law or otherwise. Subject to Section 10.4, any change in effective
control of a corporation, partnership, limited liability company, or other
entity which is Tenant shall be deemed a transfer of this Lease. Regardless of
Landlord's consent, no transfer hereunder by Tenant shall release or discharge
Tenant from its obligations or liability under this Lease. This Lease shall
bind any assignee, transferee or sublessee. Any sale, assignment, encumbrance,
subletting, occupation, lien or other transfer of this Lease which does not
comply with the provisions of this Article 10 shall be void. Consent to one
transfer, assignment or sublease shall not be deemed consent to a subsequent
transfer, assignment or sublease. Any listing on Building directories or other
signage using a name other than Tenant's in conjunction with the Premises will
not be deemed and it will not substitute for, Landlord's consent, as required
by this Lease, to any sublease, assignment or other occupancy of the Premises.

            10.1.1    Tenant shall, by written notice, advise Landlord of its
desire from and after a stated date (which shall not be less than thirty (30)
days after the date of Tenant's notice), to transfer its interest in the
Premises or any portion thereof for any part of the term hereof, and such
notice by Tenant shall state the name and address and business of the proposed
transferee, include a true, complete and executed original counterpart of the
proposed transfer instrument with said notice, financial statements of the
proposed transferee, the intended use of the Premises, and such other
information as the Landlord may reasonably request.

            10.1.2     Upon any request by Tenant to transfer all or any part of
the Premises, Landlord shall have the right to either: (i) permit the transfer
on the conditions referred to in Section 10.2 and any other conditions Landlord
may impose; or (ii) reasonably deny Tenant's request, in which event this Lease
shall continue in full force and effect and unmodified; or (iii) except for
Permitted Transfers, if the transfer (in one or more transactions) consists of
50% or more of the Premises, terminate this Lease within thirty (30) days unless
Tenant withdraws its proposed transfer within ten (10) days after the date of
Landlord's written notice of its intent to terminate. If Tenant fails to timely
withdraw its proposed transfer, Landlord may then terminate this Lease with
respect to the entire Premises or the portion of the Premises described in
Tenant's notice and if Landlord desires, to then lease such space to any party
including the transferee identified in Tenant's notice at whatever times
Landlord establishes. Any such termination with respect to less than all of the
Premises shall result in a reduction in Rent equal to the percentage of the
Premises as to which the Lease is terminated.

      10.2  CONDITIONS OF LANDLORD'S CONSENT:  As a condition to Landlord's
prior written consent as provided for in this Section, (i) Tenant shall pay
Landlord's reasonable legal fees and costs incurred due to the transfer not to
exceed One Thousand Dollars ($1,000); (ii) the transferee(s) shall agree in
writing to comply with and be bound by all of the terms, covenants, conditions,
provisions and agreements of this Lease; and (iii) Tenant shall deliver to
Landlord, promptly after execution, an executed copy of each transfer
instrument and an agreement of said compliance by each transferee. Landlord may
require as a condition of granting consent to a transfer that Tenant shall pay
to Landlord one-half (50%) of all profits from the transfer determined by
deducting from the total consideration paid directly or indirectly to or for
the benefit of Tenant or its designee for the transferred interest, the
reasonable costs of the transfer incurred by the Tenant and subtracting the
remaining rent obligations of the Tenant at such time under this Lease. For
purposes of determining all profits from the transfer, substance shall control
over form such that Landlord may ignore any attempt by Tenant to inflate the
purchase price of any other assets transferred in an attempt to conceal the
profit on the transfer of the Tenant's interest in this Lease. Sums payable
hereunder shall be paid to Landlord as and when paid by the transferee to
Tenant. This provision shall not apply to Permitted Transfers.

      10.3  SUBLETTING BY LANDLORD: If Tenant shall at any time request
Landlord to sublet the Premises for Tenant's account, Landlord or its agent is
authorized to receive the keys for such purposes without releasing Tenant from
any of its obligations under this Lease, and Tenant hereby releases Landlord of
any liability for loss or damage to any of the Tenant's Property in connection
with such subletting.

      10.4  PERMITTED TRANSFERS:  Provided that no Event of Default of Tenant
under this Lease shall then exist, Landlord's consent shall not be required in
connection with transfers of shares in Tenant in connection with venture
capital financing, initial public offerings or if Tenant is publicly listed.
Tenant shall be permitted to assign this Lease or to sublet all or part of the
Premises without Landlord's consent to an entity controlling, controlled by or
under common control with Tenant, or in connection with a merger or
consolidation or in connection with the sale of all or substantially all of
Tenant's stock or assets, provided the same shall not release the original
Tenant, and provided further that Tenant provides Landlord with not less than
thirty (30) days prior written notice of such transaction, and provided further
that the transferee must continue to comply with all other provisions of this
Lease.



                                       11
<PAGE>   15
ARTICLE 11. INSURANCE:

     11.1 PUBLIC LIABILITY INSURANCE: Tenant at its expense, shall maintain at
all times during the term of this Lease, comprehensive public liability
insurance, contractual liability insurance and property damage liability
insurance in respect of the Premises and the conduct or operation of business
therein, with Landlord, its asset manager and property manager, if any, and any
Superior Lessor or Superior Mortgagee whose name and address shall previously
have been furnished to Tenant, as additional insureds, with Two Million and
No/100 Dollars ($2,000,000.00) minimum combined single limit coverage, or its
equivalent. The limits of such insurance shall not limit the liability of
Tenant. All such insurance shall insure the performance by Tenant of the
indemnity agreement as to liability for injury to, illness of, or death of
persons and damage to property set forth in Article 18. For insurance required
to be maintained by Tenant under Sections 11.1 and 11.2, Tenant shall deliver to
Landlord and any additional insured ACORD Form 25-S certificates of insurance,
or any other form reasonably requested by Landlord, issued by the insurance
company or its authorized agent, at least ten (10) days before the Commencement
Date. Tenant shall procure and pay for renewals of such insurance from time to
time before the expiration thereof, and Tenant shall deliver to Landlord and
any additional insured such renewal certificate before the expiration of any
existing policy.

     11.2 PROPERTY INSURANCE: Landlord shall maintain fire and extended
coverage insurance on the Building, subject to such reasonable deductible as
Landlord may establish. Landlord shall have the right to place on the Building
any other insurance as Landlord shall deem necessary. Tenant shall obtain and
bear the expense of casualty insurance insuring the property of Tenant and
Tenant Improvements on the Premises against such risks and naming Landlord and
any Superior Lessor or Superior Mortgagee of the Building of whose identity
Tenant is notified, as additional insureds. As Additional Rent for the
Premises, Tenant shall reimburse Landlord for Tenant's proportionate share of
the cost of all insurance maintained by Landlord with respect to the Building
as set forth in Section 5.1.1.


     11.3 ACCEPTABLE INSURANCE COMPANIES: All insurance policies required to be
carried by Tenant hereunder shall be issued by responsible insurance companies
authorized to issue insurance in the State of Oregon rated A-7 or higher by
Best's Insurance Rating Service.

     11.4 INCREASE IN COVERAGE: Landlord may from time to time, but not more
frequently than once every five (5) years, require that the amount of
comprehensive public liability insurance to be maintained by Tenant under this
Section be increased so that the amount thereof adequately protects the
Landlord's interest based on amounts of coverage required of comparable tenants
in comparable buildings.

     11.5 WAIVER OF SUBROGATION: The insurance coverage required by this
Article 11 shall contain a clause pursuant to which the insurance carriers
waive all rights of subrogation against Landlord or Tenant, as the case may be,
with respect to losses payable under such policies. Tenant and Landlord each
waives any and all right of recovery against the other, or against the
officers, partners, employees, agents and representatives of the other, for
loss of or damage to such waiving party or its property or the property of
others under its control, if and to the extent that such loss or damage is
insured against under any casualty insurance policy in force at the time of
such loss or damage, or which is to be insured against under the terms of this
Lease. Any applicable deductible amount or self-insured amount shall be treated
as through it were recoverable under such policies.

ARTICLE 12. RULES AND REGULATIONS:

     Tenant shall faithfully observe and comply with the rules and regulations
printed on or annexed to this Lease as Exhibit E and all reasonable
modifications thereof and additions thereto from time to time established by
Landlord by written notice to Tenant; provided, however, that no such
modification shall materially adversely affect Tenant's rights or obligations
under this Lease. Landlord shall not be responsible for the nonperformance by
any other tenant or occupant of the Building of any said rules and regulations
but Landlord shall use reasonable efforts to enforce the rules and regulations
applicable to any other Building occupant upon Tenant's request.

ARTICLE 13.  ALTERATIONS:

     13.1 REQUIREMENTS: Tenant shall not make or suffer to be made any
alterations, additions, or improvements ("ALTERATIONS") in, on, or to the
Premises or any part thereof without the prior written consent of Landlord.

     Landlord will not unreasonably withhold its consent to any Alterations
provided (i) the Alterations are nonstructural, do not impair the strength of
the Building or any part thereof, and are not visible from the exterior of the
Premises; (ii) the Alterations do not affect the proper functioning of HVAC
Systems, mechanical, electrical, sanitary or other utilities, systems and
services of the Building, or increase the usage thereof by Tenant; (iii)
Landlord shall have approved the final plans and specifications for
the Alterations and all contractors who will perform the alterations; (iv) if
Landlord is performing the Alterations, Tenant pays to Landlord a fee for
Landlord's indirect costs, field supervision or coordination in connection with
the Alterations equal to fifteen percent (15%) of the actual cost of such
Alterations; (v) materials used are consistent with the existing materials in
the Premises and comply with Building standards; and (vi) before proceeding
with any



                                       12
<PAGE>   16
Alteration which will cost more than $10,000, Tenant obtains and delivers to
Landlord a performance bond and a labor and materials payment bond for the
benefit of Landlord, issued by a corporate surety licensed to do business in
Oregon each in an amount equal to one hundred twenty-five percent (125%) of the
estimated cost of the Alterations and in form satisfactory to Landlord, or such
other security as shall be reasonable satisfactory to Landlord. Unless all of
the foregoing conditions are satisfied, Landlord shall have the right to
withhold its consent to the Alterations in Landlord's sole and absolute
discretion. This provision shall not apply to the initial build out of the
Premises including the third floor and second floor.

     13.2 REMOVAL AND RESTORATION: After the expiration or sooner termination of
the Lease Term and upon demand by Landlord, Tenant shall remove any or all
Alterations and Tenant Improvements made by or for the account of Tenant,
designated by Landlord at the time of approval to be removed, and Tenant shall
repair and restore the Premises to their original condition, subject to
ordinary wear and tear. Such removal, repair and restoration work shall be done
promptly and with all due diligence at Tenant's cost and expense. The
provisions of this Article 13 shall not apply to the initial Tenant Improvements
described in to this Lease.

     13.3 COMPLIANCE: All Alterations (including any modifications of the
Building or Building Common Areas occasioned by the Alterations) shall comply
with applicable laws in effect at the time they are made, the other terms of
this Lease, and plans and specifications approved by Landlord. Landlord shall
have no duty to Tenant with respect to the safety, adequacy, construction,
efficiency or compliance with laws, with regard to the design of the
Alterations, the plans or specifications therefore, or any other matter related
to the Alterations, nor shall the approval by Landlord of any such alterations
be deemed to be a representation as to the safety, adequacy, construction,
efficiency or compliance of said alterations.

     13.4 NO LIENS: Except to the extent of any initial Tenant Improvements
described in Exhibit D which are to be performed by or on behalf of Landlord,
Tenant, at its expense, and with diligence and dispatch, shall procure the
cancellation or discharge of all notices of violation arising from or otherwise
connected with Alterations, or any other work, labor, services, equipment, or
materials done for or supplied to tenant, or any other person claiming through
or under Tenant, which shall be issued by any public authority having or
asserting jurisdiction. Tenant shall notify Landlord of, and shall defend,
indemnify and save harmless Landlord and any Superior Lessor or Superior
Mortgagee from and against any and all construction and other liens and
encumbrances filed in connection with Alterations, or any other work, labor,
services or materials done for or supplied to Tenant, or any person claiming
through or under Tenant, including, without limitation, security interests in
any materials, fixtures, equipment, or articles so installed in and constituting
part of the Premises and against all costs, expenses and liabilities incurred
in connection with any such lien or encumbrance or any action or proceeding
brought thereon. Tenant, at its expense, shall procure the satisfaction or
discharge of record of all such liens and encumbrances within thirty (30) days
after the filing thereof. Nothing herein contained shall prevent Tenant from
contesting, in good faith and at its own expense, any notice of violation, or
lien provided Tenant posts for the protection of Landlord security acceptable
to Landlord.

ARTICLE 14. LANDLORD'S AND TENANT'S PROPERTY:

     14.1 LANDLORD'S PROPERTY: Except as otherwise provided in Section 14.2, all
fixtures, carpeting, equipment, improvements and appurtenances attached to or
built into the Premises at the commencement of or during the Lease Term, whether
or not by or at the expense of Tenant, shall upon the expiration or earlier
termination be and remain a part of the Premises, shall be deemed the property
of Landlord and shall not be removed by Tenant, except as provided in Section
13.2 and 14.2 of this Lease; provided, that at Landlord's written request,
Tenant shall, at its sole expense and upon the expiration or earlier termination
of the Lease, remove those items specified by Landlord at the commencement or
during the term, including any or all fixtures, equipment, improvements,
appurtenances and other personal property, which are deemed herein the property
of Landlord, but not including the initial Tenant Improvements provided by
Landlord pursuant to Exhibit D of this Lease. Tenant's covenant to remove
property specified by Landlord shall survive the expiration or earlier
termination of this Lease.

     14.2 TENANT's PROPERTY: All unattached business and trade fixtures,
machinery and equipment, computer and communications equipment and office
equipment which are installed in the Premises by or for the account of Tenant
without expense to Landlord and which can be removed without structural damage
to the Building and all furniture, furnishings (excluding window coverings) and
other articles of movable personal property owned by Tenant and located in the
Premises (herein collectively called "TENANT'S PROPERTY") shall be and remain
the property of Tenant and may be removed by Tenant at any time during the term
of this Lease; provided, that if any of Tenant's Property is removed, Tenant
shall repair or pay the cost of repairing any damage to the Premises or to the
Building resulting from the installation and/or removal thereof. Any equipment
or other property for which Landlord shall have granted any allowance or credit
to Tenant shall be deemed not to have been installed by or for the account of
Tenant without expense to Landlord, shall not be considered Tenant's Property,
and shall be deemed the property of Landlord.

     14.3 ABANDONMENT: Any items of Tenant's Property may be deemed, at the
option of Landlord, to have been abandoned if left in the Premises after the
abandonment deadline, and in such case such items may be retained by Landlord,
without accountability, in such a commercially reasonable manner as Landlord
shall determine at Tenant's expense. The abandonment deadline means the earlier


                                       13
<PAGE>   17
of the expiration date of this Lease, or five (5) days following an earlier
termination date, or three (3) business days following entry of an order of
possession for restoration of the Premises to Landlord.

ARTICLE 15. SERVICES AND UTILITIES:

        15.1    UTILITIES: Provided the Tenant shall not be in default
hereunder, and subject to any contrary provisions of this Lease and to the
rules and regulations of the Building, Landlord agrees to furnish to the
Premises (i) heat and air conditioning from 7:00 A.M. to 6:00 P.M. on weekdays
and 8:00 A.M. to 1:00 P.M. on Saturdays, exclusive of legal holidays, (ii)
continuous water and electricity service reasonably suitable for the intended
use of the Premises, (iii) janitorial services after 6:00 P.M. on weekdays
exclusive of legal holidays, and (iv) continuous elevator service which shall
mean service by unattended automatic elevators. Landlord may provide additional
or after-hours heating or air-conditioning on such terms as Landlord may
establish from time to time. Landlord shall base such charge on Landlord's
actual costs of providing such service (inclusive of wear and tear on the HVAC
system) without profit to Landlord. Tenant shall be responsible for providing
HVAC service to Tenant's computer rooms, and Landlord may separately meter
electrical draw of such computer room HVAC usage, in which case Tenant shall
pay to Landlord such metered charge with the next payment of Rent. Tenant
agrees to use reasonable efforts to keep and cause to be kept closed all window
coverings when necessary because of sun's position, and Tenant also agrees at
all times to cooperate fully with Landlord and to abide by all the regulations
and requirements which Landlord may prescribe for the proper functioning and
protection of the heating, ventilating, and air-conditioning system. Wherever
heat-generating machines, excess lighting or equipment are used in the Premises
which affect the temperature otherwise maintained by the air-conditioning
system, Landlord reserves the right after thirty (30) days' notice to Tenant and
opportunity to cure (except in cases of emergency or threatened damage to
Building systems) to install supplementary air-conditioning units in the
Premises, and the cost thereof, including the cost of installation and the cost
of operation and maintenance thereof, shall be paid by Tenant to Landlord upon
demand by Landlord. Any sums payable under this Article 15 shall be considered
Additional Rent and may be added to any installment of Base Rent thereafter
becoming due, and Landlord shall have the same remedies for a default in
payment of such sum as for a default in the payment of Base Rent.

        15.2    EXCESS USAGE: If Tenant uses excessive amounts of utilities or
services of any kind as reasonably determined by Landlord because of operation
outside of normal use or normal Building hours, high demands from nonstandard
or excessive amounts of office machinery or equipment, nonstandard lighting, or
any other cause, Landlord may impose a reasonable charge for supplying such
extra utilities services, which charge shall be payable monthly by Tenant in
conjunction with Rent payments. Landlord may install a special meter at
Tenant's expense to measure the amount of water, electric current or other
resource consumed for any such other use. In case of dispute over any extra
charge under this Section, Landlord shall designate a qualified independent
engineer whose decision shall be conclusive on both parties. The party not
prevailing in such dispute shall pay the cost of such  engineer's determination.
Tenant may not use equipment at the Premises with an overall electrical draw in
excess of 7.5 watts per rentable square foot of the area of the Premises.

        15.3    DISCLAIMER: Landlord shall not be in default hereunder or be
liable for any damages directly or indirectly resulting from, or by reason of
(i) the installation, use or interruption of any use of any equipment in
connection with the furnishing of the foregoing utilities and services, unless
such interruption is caused by Landlord's failure to reasonably maintain and
operate such equipment (including HVAC), (ii) failure to furnish or delay in
furnishing any such utilities or services when such failure or delay is caused
by acts of God or the elements, labor disturbances of any character, any other
accidents or other condition beyond the reasonable control of Landlord, or by
the making of regular maintenance repairs or improvements to the Premises or
the Building, or (iii) the limitation, curtailment, rationing or restriction on
uses of water or electricity, gas or any other form of energy or any other
service or utility whatsoever serving the Premises or Building. Furthermore,
Landlord shall be entitled to cooperate voluntarily in a reasonable manner with
the efforts of national, state or local governmental agencies or utilities
suppliers in reducing energy or other resource consumption.

        15.4    USE OF COMMON AREAS AND FACILITIES: The Project, including,
without limitation, parking areas, lighting facilities, pedestrian sidewalks
and ramps, landscaped areas, exterior stairways, rest rooms, and other areas
and improvements shall at all times be subject to the exclusive control and
management of Landlord. Without limiting the scope of such discretion, Landlord
shall have the full right and authority to employ all personnel and to
establish, modify and enforce reasonable rules and regulations necessary for
the proper operation and maintenance of the Project. Landlord shall have the
right to close from time to time all or any portion of the Project to such
extent as, in the opinion of Landlord's legal counsel, may be legally sufficient
to prevent a dedication thereof or the accrual of any rights to any person
(other than Tenant) or the public therein. If the amount of such areas be
diminished, Landlord shall not be subject to any liability nor shall Tenant be
entitled to any compensation or diminution or abatement of Rent, nor shall such
diminution of such areas be deemed constructive or actual eviction.

        15.5    PARKING FACILITIES: Tenant shall have the right throughout the
Lease Term to use non-reserved parking spaces, on a non-exclusive basis jointly
with the other tenants of the Building, and their employees, agents and
invitees, subject to terms and conditions which may be changed from time to
time. Landlord shall maintain a parking ratio of 4 spaces per 1,000 square feet
of rentable area in the Building.



                                       14
<PAGE>   18
            15.6  SIGNAGE: Tenant shall not install or keep any of its own signs
on or about the Premises which are visible from any public areas without the
prior written consent of Landlord, which Landlord shall not unreasonably
withhold if such signage is in compliance with Landlord's signage program. Any
such sign request shall be made in accordance with the application process in
place at the time of the request, and all such signs shall be in compliance with
Landlord's signage program. If there is any sign on or about the Premises or
Building without the consent of Landlord, Landlord may remove any such signs and
Tenant shall pay Landlord the cost of removal together with interest as set
forth in Section 22.4 from date of expenditure until payment is made in full.
Tenant shall pay promptly after Landlord invoices Tenant for such costs. If
Landlord consents to such signs, Tenant shall repair any damage which
alteration, renovation or removal of its signs may cause during or at the
expiration or termination of the Lease Term. Tenant, at its expense, shall
remove its signs from the Premises at the termination or expiration of this
Lease, repair any damage and restore the Premises.

            15.6.1 DIRECTORIES. After the Commencement Date of this Lease,
Landlord will provide Tenant with Building standard signage indicating Tenant's
location in the Building. The location of the Premises shall be designated by
Building standard signage on a Building lobby directory and at the entry of the
Premises. All such identification signs and directories shall be designed and
installed at the sole discretion of Landlord. The expenses associated with the
initial inclusion and maintenance of Tenant's name and location on such signs
shall be treated as Operating Expenses, but the expenses associated with any
changes to such directory signs requested by Tenant shall be Tenant's
responsibility and shall be treated as Additional Rent pursuant to Section 2.4
of this Lease.

      15.7  MAILBOX: Landlord shall furnish Tenant, without additional charge,
a locked mailbox in the building.

ARTICLE 16. ACCESS:

      Landlord reserves, and shall at all times have, the right to re-enter the
Premises upon 24 hours' prior notice to Tenant (except in an emergency and
except for janitorial services) and subject to Tenant's reasonable security
requirements (except in an emergency) to inspect the same, to supply janitor
service (if provided for under this Lease), and to perform any other service to
be provided by Landlord to Tenant, to show the Premises to prospective
purchasers, mortgagees or (during the last twelve (12) months prior to
expiration of the term) tenants, to post notices of non-responsibility, and to
alter, improve or repair the Premises and any portion of the Building of which
the Premises are a part, without abatement of Rent. For such purpose, Landlord
may erect, use and maintain scaffolding, pipes, conduits and other necessary
structures in and through the Premises where reasonably required by the
character of the work to be performed, provided that entrance to the Premises
shall not be blocked thereby, and further provided that the business of Tenant
shall not be interfered with unreasonably. Tenant hereby waives any claim for
damages for any injury or inconvenience to or interference with Tenant's
business, any loss of occupancy or quiet enjoyment of the Premises and any
other loss occasioned by Landlord's conduct pursuant to and in compliance with
the Section. For each of the purposes stated in this Section, Landlord shall at
all times have and retain a key to all of the doors in, upon and about the
Premises, excluding Tenant's vaults and safes or special security areas
(designated in advance). Landlord shall have the right to use any and all means
which Landlord may deem necessary or proper to open all doors in an emergency,
in order to obtain entry to any portion of the Premises, and any entry to any
portion of the Premises obtained by Landlord by any such means, or otherwise
shall not under any circumstances be construed or deemed to be forcible or
unlawful entry into, or a detainer of, the Premises, or an eviction, actual or
constructive, of Tenant from all or part of the Premises. So long as Landlord
does not unreasonably impede access to and from the Premises for Tenant and its
employees and invitees, Landlord shall also have the right at any time, to
modify the Park Common Areas, to change the arrangement and/or location of
entrances, lobbies, parking facilities, passageways, doors and doorways,
corridors, elevators, stairs, toilets or other public parts of the Building and
to change the name, number or designation by which the Building is commonly
known.

ARTICLE 17. NOTICE OF OCCURRENCES:

     Tenant shall use reasonable effort to give prompt notice to Landlord of:
(i) any known occurrence in or about the Premises for which Landlord might be
held liable; (ii) any known fire or other casualty in the Premises; (iii) any
known damage to or defect in the Premises including the fixtures, equipment and
appurtenances thereof, for the repair of which Landlord might be responsible;
and (iv) known damage to or defect in any part or appurtenances of the
Building's sanitary, electrical, heating, ventilating, air-conditioning,
elevator or other systems located in or passing through the Premises or any
part thereof but failure to give such notice shall not be a default hereunder
or otherwise affect the rights or obligations of the parties.

ARTICLE 18. NONLIABILITY AND INDEMNIFICATION:

     18.1 WAIVER: Neither Landlord nor any director, officer, agent, servant or
employee of Landlord shall be liable to Tenant for any loss, injury or damage
to Tenant or to any other person, or to its or their property, irrespective of
the cause of such injury, damage or loss (except to the extent caused by or
resulting from the negligence or intentional torts of Landlord; provided
further that the provisions of the next two sentences and the waiver of
subrogation in Section 11.5 shall supersede this exception). It is the



                                       15
<PAGE>   19
intent of the parties that it be Tenant's obligation to carry and look to its
own all risk insurance policy for coverage of any such item resulting from an
accident even if caused by the negligence of Landlord. Further, neither
Landlord nor any director, officer, agent, servant or employee of Landlord shall
be liable: (i) for any such damage caused by other tenants or persons in, upon
or about the Project or caused by operations in construction of  any private,
public or quasi-public work; or (ii) in any event for consequential damages,
including lost profits, of Tenant or any person claiming through or under
Tenant.

     18.2 INDEMNIFICATION: Tenant shall defend, indemnify and hold harmless
Landlord and all Superior Lessors and/or Superior Mortgagees and its and their
respective partners, directors, officers, agents and employees from and against
any and all third party claims for bodily injury and/or property damage arising
from or in connection with any accident, injury or damage whatever to the
extent caused by Tenant, its employees, agents, officers, subtenants,
contractors and invitees, together with all costs, expenses and liabilities
incurred or in connection with each such claim or action of proceeding brought
thereon, including, without limitation, all attorneys' fees and expenses at
trial and upon appeal. Nothing contained herein shall be construed to make
Tenant liable for the actions of the Landlord or Landlord's manager, employees
or contractors.

ARTICLE 19. DAMAGE OR DESTRUCTION:

     19.1 CASUALTY: If the Premises or the Building are damaged by fire or
other casualty, Landlord shall forthwith repair the same unless this Lease is
terminated as permitted herein. Within forty-five (45) days from the date of
such damage, Landlord shall notify Tenant if the Building is damaged in excess
of twenty-five percent (25%) of the Building's precasualty value, as reasonably
determined by Landlord (damage in excess of such amount being referred to
as "MAJOR DAMAGE" and damage equal to or less than such amount being referred
to as "MINOR DAMAGE"). If Major Damage occurs, Landlord may elect to terminate
the Lease. If Minor Damage occurs then Landlord shall repair such damage and
rebuild that portion of the Building or the Premises damaged. In the event of
Major Damage, if Landlord gives its written notice to Tenant electing to
rebuild, within sixty (60) days of the date of damage, or in the event of Minor
Damage, this Lease shall remain in full force and effect provided the repairs
are completed within three hundred (300) days except the Rent shall be
reasonably abated during the period of repair based on that portion of the
rentable square feet of the Premises not reasonably useable by Tenant. If such
repairs are not completed within three hundred (300) days after the date of the
casualty, Tenant may terminate this Lease by written notice to Landlord given
at any time thereafter, unless Landlord completes such repairs within sixty
(60) days after delivery of such notice. If in the event of Major Damage,
Landlord elects by written notice to Tenant not to rebuild, then this Lease
shall automatically terminate as of the effective date of such notice, the Rent
shall be reduced by a proportionate amount based upon the extent to which
Tenant's use of the Premises is impaired, and the Tenant shall pay such reduced
Rent up to the date of termination. Landlord agrees to refund to Tenant any
Rent previously paid for any period of time subsequent to such date of
termination. Landlord shall not be required to repair any damage by fire or
other cause to the property of Tenant.

     19.2 CONDEMNATION: If more than twenty-five percent (25%) of the Land
and/or Building shall be taken or appropriated under the power of eminent
domain or conveyed in lieu thereof, Landlord shall have the right to terminate
this Lease. If this Lease is terminated, Landlord shall receive (and Tenant
shall assign to Landlord upon demand from Landlord) any and all income, rent,
award or any interest thereon which may be paid or owned in connection with the
exercise of such power of eminent domain or conveyance in lieu thereof, and
Tenant shall have no claim against the agency exercising such power or
receiving such conveyance, for any part of such sum paid by virtue of such
proceedings, whether or not attributable to the value of the unexpired term of
this Lease, except for the unamortized value of Tenant Improvements paid for by
Tenant and relocation benefits, if any. If a part of the Land and/or Building
shall be so taken or appropriated or conveyed and Landlord hereto shall elect
not to terminate this Lease, Landlord shall nonetheless receive (and Tenant
shall assign to Landlord upon demand from Landlord) any and all income, rent,
award or any interest thereon paid or owed in connection with such taking,
appropriation or conveyance; and if the Premises have been damaged as a
consequence of such partial taking or appropriation or conveyance, Landlord
shall restore the Premises and this Lease shall remain in full force and effect
except that the Rent shall be equitably adjusted according to the remaining
rentable area of the Premises and the Building while such restoration is being
made by Landlord. Notwithstanding the foregoing, Landlord's obligation to
restore the Premises if this Lease is not terminated, shall be limited to the
extent of available condemnation proceeds. Such proportionate reduction shall
be based upon the extent to which the restoration being made by Landlord shall
interfere with the business carried on by Tenant in the demised Premises.
Landlord will not be required to repair or restore any injury or damage to the
property of Tenant.

ARTICLE 20. SURRENDER AND HOLDING OVER:

     20.1 GENERAL: On the last day of the term of this Lease, or upon re-entry
by Landlord upon the Premises, Tenant shall quit and surrender the Premises to
Landlord "broom-clean" and in good order, condition and repair, except for
ordinary wear and tear, and in accordance with the restoration provisions of
Articles 3 and 4 and EXHIBIT D of this Lease.

     20.2 SURRENDER: No agreement relating to the surrender of the Premises by
Tenant shall be valid unless in writing and signed by Landlord.

                                       16
<PAGE>   20
     20.3  HOLDING OVER: If Tenant shall retain possession of the Premises or
any part thereof without Landlord's consent (express or implied) following the
expiration or sooner termination of this Lease for any reason, then Tenant shall
pay to Landlord for each day of the first ninety (90) days of such retention one
hundred twenty five percent (125%) of the daily prorated amount of the Rent for
the last period prior to the date of such expiration or termination subject to
adjustment as provided in Article 5 and for each day of such retention after
such ninety (90) day period one hundred fifty percent (150%) of the daily
prorated amount of the Rent for the last period prior to the date of such
expiration or termination, subject to adjustment as provided in Article 5.
Tenant shall also indemnify and hold harmless from any loss or liability
resulting from delay by Tenant in surrendering the Premises, including, without
limitation, any claims made by any succeeding tenant founded on such delay.
Holding over with Landlord's consent shall constitute renewal of this Lease from
month to month. Acceptance of Rent by Landlord following expiration or
termination shall not constitute a renewal of this Lease, and nothing contained
in this Section shall waive Landlord's right of re-entry or any other right.
Tenant shall be only a Tenant at sufferance, whether or not Landlord accepts any
Rent from Tenant while Tenant is holding over.

ARTICLE 21. EVENTS OF DEFAULT:

     The following shall constitute Events of Default:

     21.1  If Tenant shall default in the payment of any Security Deposit, Base
Rent or Additional  Rent, and such default shall continue for five (5) days
after written notice that payment is due; provided that during any consecutive
twelve (12) month period, Tenant shall be entitled to only one notice of payment
default under this Section 21.1, and any subsequent payment default in such
twelve (12) month period shall constitute an Event of Default if payment is not
made within five (5) days after it is due.

     21.2  If Tenant shall, whether by action or inaction, be in default of any
of its obligations under this Lease (other than a default in the payment of
Rent) and such default shall continue and not be remedied within thirty (30)
days after Landlord shall have given to Tenant a notice specifying the same, or,
in the case of a default which cannot with due diligence be cured within such
time period and the continuance of which for the period required for cure will
not subject Landlord or any Superior Lessor to prosecution for a crime or
termination of any Superior Lease or foreclosure of any Superior Mortgage, if
Tenant shall not, (i) within such time period advise Landlord of Tenant's
intention to take all steps necessary to remedy such default; (ii) duly commence
within such time period, and thereafter diligently prosecute to completion all
steps necessary to remedy the default; and (iii) complete such remedy within a
reasonable time after the date of said notice of Landlord;

     21.3  If any event shall occur whereby this Lease or the estate hereby
granted or the unexpired balance of the term hereof would, by operation of law
or otherwise, be transferred to any person, firm or corporation, except as
expressly permitted by Article 10;

     21.4  If Tenant or any guarantor of Tenant's obligations shall make a
general assignment for the benefit of creditors, or shall be unable to pay its
debts as they become due, or shall file a petition in bankruptcy, or shall be
adjudicated as bankrupt or insolvent, or shall file a petition seeking any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or shall fail timely to contest the material allegations of a
petition filed against it in any such proceeding, or shall seek or consent to or
acquiesce in the appointment of any trustee, receiver or liquidator of Tenant or
any material part of its properties;

     21.5  If within thirty (30) days after the commencement of any proceeding
against Tenant seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law or regulation, such proceeding shall not have been dismissed
or if, within thirty (30) days after the appointment without the consent or
acquiescence of Tenant of any trustee, receiver or liquidator of Tenant or of
any material part of its properties, such appointment shall not have been
vacated; or

     21.6  If this Lease or any estate of Tenant hereunder shall be levied upon
under any attachment or execution and such attachment or execution is not
vacated within ten (10) days.

ARTICLE 22. REMEDIES UPON DEFAULT:

     22.1  REMEDIES: Upon the occurrence of an Event of Default constituting a
breach of this Lease under Article 21, Landlord may exercise any one or more of
the remedies set forth in this Article 22 or in Article 25, or any other remedy
available under applicable law or contained in this Lease.

     22.1.1  Landlord or Landlord's agents and employees may immediately or at
any time thereafter re-enter the Premises, or any part thereof, either by
summary eviction proceedings or by any suitable action or proceeding at law, or
by force or otherwise, without being liable to indictment, prosecution or
damages therefor, and may repossess the same, and may remove any person
therefrom, to the end that Landlord may have, hold and enjoy the Premises.

     22.1.2  Landlord at its option may relet the whole or any part of the
Premises from time to time, either in the name of the Landlord or otherwise, to
such tenants, for such terms ending before, on or after the expiration date of
the Lease Term, at such rentals and upon such other conditions (including



                                       17
<PAGE>   21
concessions, tenant improvements, and free rent periods) as Landlord may
reasonably determine to be appropriate. Landlord at its option may make such
physical changes to the Premises as Landlord reasonably considers advisable or
necessary in connection with any such reletting or proposed reletting, without
relieving Tenant of any liability under this Lease or otherwise affecting
Tenant's liability. If there is other unleased space in the Building, Landlord
may lease such other space without prejudice to its remedies against Tenant;
provided, however, that Landlord shall not unreasonably discriminate against
the Premises in its leasing efforts.

          22.1.3    Whether or not Landlord retakes possession or relets the
Premises, Landlord shall have the right to recover unpaid rent and all damages
caused by the default as well as all costs and expenses incurred in the
connection with the enforcement of this Lease, including reasonable attorney
fees and court costs. Damages shall include, without limitation: (i) all
rentals lost; (ii) all legal expenses and other related costs incurred by
Landlord following Tenant's default; (iii) all reasonable costs incurred by
Landlord in restoring the Premises to good order and condition, or in
remodeling, renovating or otherwise preparing the Premises for reletting; (iv)
all unamortized tenant improvement allowance and lease commissions; and (v) all
reasonable costs incurred by Landlord in reletting the Premises, including,
without limitation, any brokerage commissions and the value of Landlord's time.

          22.1.4    To the extent permitted under applicable law, Landlord may
sue periodically for damages as they accrue without barring a later action for
further damages. Landlord may in one action recover accrued damages plus
damages attributable to the remaining Lease Term equal to the difference
between the rent reserved in this Lease (including an estimated amount of
Additional Rent as determined by Landlord) for the balance of the Lease Term
after the time of award, and the fair rental value of the Premises for the
same discounted to the time of award at the rate of nine percent (9%) per
annum. If Landlord has relet the Premises for the period which otherwise would
have constituted the unexpired portion of the Lease Term or any part, the
amount of rent reserved upon such reletting shall be deemed, prime facie, to
be the fair and reasonable rental value for the part or the whole of the
Premises so relet during the term of the reletting.

          22.1.5    To seize and dispose of Tenant's Property (as that term is
defined in Section 14.2) in any manner permitted by law.

          22.1.6    Nothing in this Section 22 shall alter any duty to mitigate
damages in accordance with Oregon law.

     22.2 CUMULATIVE REMEDIES:  The remedies provided for in this Lease are
cumulative and are not intended to be exclusive of any other remedies to which
Landlord may lawfully be entitled at any time.

     22.3 TERMINATION: In the event of a default, this Lease may be terminated
at the option of Landlord by Landlord giving written notice to Tenant. If this
Lease is not terminated by election of Landlord or otherwise, Landlord shall be
entitled to recover damages from Tenant for the default. If this Lease is
terminated, Tenant's liability to Landlord for damages shall survive such
termination, and Landlord may re-enter, take possession of the Premises, and
remove any persons or property by legal action or by self-help with the use of
reasonable force and without liability for damages to Tenant, its property, any
other persons, and/or their property. Acts of maintenance or preservation or
efforts to relet the Premises or the appointment of a receiver upon initiative
of Landlord to protect Landlord's interest under this Lease shall not
constitute a termination of Tenant's contractual liability under the Lease
unless written release of liability is given by Landlord to Tenant.

     22.4 INTEREST ON DAMAGES:  In addition to any other remedies Landlord may
have under this Lease, and without reducing or adversely affecting any of
Landlord's rights and remedies under this Article 22, if any Base Rent,
Additional Rent or damages payable hereunder by Tenant to Landlord are not paid
within ten (10) days after demand therefor, the same shall bear interest at the
annual rate equal to four percent (4%) over the prime rate as announced in The
Wall Street Journal from time to time or the maximum rate permitted by law,
whichever is less, calculated monthly from the due date thereof until paid, and
the amount of such interest shall be included as Additional Rent.

ARTICLE 23.  RELOCATION

     Intentionally deleted.

ARTICLE 24.  NO WAIVERS OF PERFORMANCE:

     The failure of Landlord to insist in any one or more instances upon the
strict performance of any one or more of the obligations of this Lease, or to
exercise any election herein contained, shall not be construed as a waiver or
relinquishment for the future of the performance of such one or more
obligations or any other obligations of this Lease or of the right to exercise
such election, but the same shall continue and remain in full force and effect
with respect to any subsequent breach, act or omission. The receipt by Landlord
of Rent with knowledge of a breach by Tenant of any obligation of this Lease
shall not be deemed a waiver of such breach.

                                       18
<PAGE>   22
ARTICLE 25.  CURING TENANT'S DEFAULTS:

     All covenants and agreements to be performed by Tenant under any of the
terms of this Lease shall be performed by Tenant at Tenant's sole cost and
expense and without any abatement of Rent. If Tenant shall fail to pay any sum
of money, other than Rent, required to be paid by it hereunder or shall fail to
perform any other act on its part to be performed hereunder, and such failure
shall continue for the periods referred to in Article 21, hereof, Landlord may
make any such payment or perform any such act on Tenant's part to be made or
performed as in this Lease provided but shall not be obligated so to do. Any
such payment or performance shall not be a waiver or release of Tenant's
obligations. All sums so paid by Landlord and all necessary incidental costs
together with interest thereon at the rate specified in Section 22.4 from the
date of such payment by Landlord shall be payable as Additional Rent to
Landlord on demand, and Tenant covenants to pay any such sums, and Landlord
shall have, in addition to any other right or remedy of Landlord, the same
rights and remedies in the event of the nonpayment thereof by Tenant as in the
case of default by Tenant in the payment of Rent.

ARTICLE 26.  BROKER:

     Tenant and Landlord covenant, warrant and represent that no broker except
as provided in the Basic Lease Information (the "BROKER") was instrumental in
bringing about or consummating this Lease and that neither party has had
conversations or negotiations with any broker except the Broker concerning the
leasing of the Premises. Tenant agrees to indemnify and hold harmless Landlord
against and from any claims for any brokerage commissions and all costs,
expenses and liabilities in connection therewith, including without limitation,
attorneys' fees and expenses, arising out of any conversations or negotiations
had by Tenant with any broker other than the Broker. Landlord shall pay any
brokerage commissions due the Broker as per a separate agreement between
Landlord and the Broker.

ARTICLE 27.  NOTICES:

     Any notice, statement, demand, consent, approval or other communication
required or permitted to be given, rendered or made by either party to the
other, pursuant to this Lease or pursuant to any applicable law or requirement
of public authority, shall be in writing (whether or not so stated elsewhere in
this Lease). Notices shall be deemed to have been properly given, rendered or
made: upon delivery if delivered in person or by confirmed facsimile to the
Landlord or Tenant; or, if sent postage prepaid by registered or certified
mail, return receipt requested, effective seventy-two (72) hours after posted in
a United States post office station or letter box in the continental United
States, addressed to the other party at the address designated by the party
(except that after the Commencement Date, Tenant's address, unless Tenant shall
give notice to the contrary, shall be the Tenant's address at the Premises in
the Building). Either party may, by notice as aforesaid, designate a different
address or addresses for notices, statements, demands, consents, approvals or
other communications intended for it.

ARTICLE 28.  ESTOPPEL CERTIFICATES:

     Tenant agrees, at any time and from time to time, as requested by Landlord
with not less than ten (10) days' prior notice, to execute and deliver to
Landlord a statement certifying that this Lease is unmodified and in full force
and effect (or if there have been modifications, that the same is in full force
and effect as modified and stating the modifications), certifying the dates to
which the Base Rent and Additional Rent have been paid, stating whether or not,
to the best knowledge of Tenant, the Landlord is in default in performance of
any of its obligations under this Lease, and, if so, specifying each such
default of which the Tenant shall have knowledge, and stating whether or not,
to the best knowledge of Tenant, any event has occurred which with the giving
of notice or passage of time, or both, would constitute such a default, and, if
so, specifying each such event, it being intended that any such statement
delivered pursuant hereto shall be deemed a representation and warranty to be
relied upon by the Landlord and by others with whom Landlord may be dealing,
regardless of independent investigation. Tenant also shall include in any such
statement such other information concerning this Lease as Landlord may
reasonably request. If Tenant fails to respond within fifteen (15) days of
receipt by the party of a written request for such a statement, such failure
shall constitute an Event of Default and Tenant shall be deemed to have given
such statement and shall be deemed to have admitted the accuracy of any
information contained in the request for such statement and that the Lease is
unmodified and in full force and effect, that there are not uncured defaults in
Landlord's performance, and that not more than one (1) month's Rent has been
paid in advance.

ARTICLE 29.  MEMORANDUM OF LEASE:

     Tenant shall not record this Lease. If requested by Landlord, Tenant shall
execute, acknowledge and deliver to Landlord a memorandum of lease in respect
of this Lease sufficient for recording. Such memorandum shall not be deemed to
change or otherwise affect any of the obligations or provisions of this Lease.

ARTICLE 30.  ADJUSTMENT OF COMMENCEMENT AND EXPIRATION DATES:

     30.1  COMMENCEMENT DATE:  The term of this Lease shall commence on an Area
by Area basis on the dates (herein the "COMMENCEMENT DATE" for each Area) which
shall be the Commencement Date specified in the Basic Lease information unless:

                                       19


<PAGE>   23
                30.1.1  Landlord and Tenant otherwise agree in writing; or

                30.1.2  Tenant actually occupies the Area of the Premises for
the purpose of conducting business earlier than the date specified in the Basic
Lease Information or in any writing made pursuant to Section 30.1.1, in which
event the occupancy date shall be the Commencement Date for that Area.

        30.2    DELAY IN COMMENCEMENT: If Landlord fails to deliver an Area of
the Premises with Tenant Improvements substantially complete by the above
Commencement Date for the Area, due to the fault of the Landlord or due to the
occurrence of an event of force majeure, Landlord shall not be considered in
default of this Lease, but the Commencement Date for the Area shall be deferred
until the Premises are so delivered. If such failure of delivery for an Area
extends thirty (30) days or more beyond the Commencement Date for the Area,
Tenant shall be entitled to a day-for-day credit against Base Rent for that
Area (as Base Rent first falls due for that Area) in addition to deferral of
the Commencement Date as provided above. If such delay, for the fourth floor
Area only, extends beyond ninety (90) days after the Commencement Date, Tenant
may terminate this Lease by written notice given to Landlord at any time
thereafter but prior to substantial completion of the fourth floor Area, unless
Landlord delivers the Area substantially complete within thirty (30) days after
such notice (in which case such termination notice will be deemed rescinded).
The foregoing rent credit and termination rights shall not apply to the extent
the delay in delivery results from Tenant Delay. "Tenant Delay" shall mean
delays for which Tenant is responsible pursuant to this Lease. If the Tenant
Improvements are not completed on the Commencement Date for an Area due to (i)
the failure of Tenant to fulfill any obligation pursuant to the terms of this
Lease or any exhibit hereto, including without limitation, Tenant's failure to
comply with the Construction Information Submittal Dates (i.e., timely delivery
of the applicable Tenant Submittal Package) and Construction Approval Dates
specified in the Basic Lease Information; or (ii) any changes in the Tenant
Improvements requested by Tenant, such shall be considered causes of Tenant
Delay and the Commencement Date for the Area shall be the date specified in the
Basic Lease Information.

        30.3    EXPIRATION DATE: In the event the Commencement Date for the
Fourth Floor is adjusted to a date other than as specified in the Basic Lease
Information, the Expiration Date shall be extended as necessary so that the
Lease Term will contain the number of full calendar months indicated in the
Rent Schedule of the Basic Lease Information and so that the Expiration Date
will fall on the last day of a calendar month.

        30.4    EARLY OCCUPANCY: If Landlord has given Tenant permission to
enter into the possession of the Premises prior to the Commencement Date of the
applicable Area, unless such possession is granted for the purpose of
completing tenant-provided improvements and move-in as provided in Exhibit D,
such possession or occupancy shall be deemed to be upon all the terms,
covenants, conditions and provisions of this Lease, including, without
limitation, the payment of Base Rent and the Additional Rent.

ARTICLE 31. MISCELLANEOUS:

        31.1    MERGER: All understandings and agreements heretofore had
between the parties are merged in this Lease, which alone fully and completely
expresses the agreement of the parties and which is entered into after full
investigation, neither party relying upon any statement or representation not
embodied in this Lease.

        31.2    MODIFICATIONS: No agreement shall be effective to change,
modify, waive, release, discharge, terminate or effect an abandonment of this
Lease, in whole or in part, unless such agreement is in writing, refers
expressly to this Lease and is signed by the party against whom enforcement is
sought.

        31.3    SUCCESSORS AND ASSIGNS: Except as otherwise expressly provided
in this Lease, the obligations of this Lease shall bind and benefit the
successors and permitted assigns of the parties hereto.

        31.4    NONRECOURSE LEASE: Tenant shall look only to Landlord's estate
and property in the Land and the Building (or the proceeds thereof) for the
satisfaction of Tenant's remedies for the collection of a judgment (or other
judicial process) requiring the payment of money by Landlord in the event of
any default by Landlord hereunder, and no other property or assets of Landlord
or its partners or principals, disclosed or undisclosed, shall be subject to
levy, execution or other enforcement procedure for the satisfaction of Tenant's
remedies under or with respect to this Lease, the relationship of Landlord and
Tenant hereunder or Tenant's use or occupancy of the Premises.

        31.5    FORCE MAJEURE: The obligations of Tenant hereunder shall be in
no way affected, impaired or excused, nor shall Landlord have any liability
whatsoever to Tenant because:

                31.5.1  Landlord is unable to fulfill, or is delayed in
fulfilling, any of his obligations under this Lease by reason of strike, other
labor trouble, governmental preemption of priorities or other controls in
connection with a national or other public emergency or shortages of fuel,
supplies or labor resulting therefrom, delays in governmental processing and
issuance of permits and/or inspections, or any other cause, whether similar or
dissimilar, beyond Landlord's reasonable control; or



                                       20
<PAGE>   24
            31.5.2    of any failure or defect in the supply, quantity or
character of electricity, water or other utilities furnished to the Premises,
by reason of any requirement, act or omission of the public utility or others
serving the Building with electric energy, steam oil, gas or water, or for any
other reason whether similar or dissimilar, beyond Landlord's reasonable
control.

      31.6  DEFINITIONS:  For the purpose of this Lease, the following terms
have the meanings indicated:

            31.6.1    The term "mortgage" shall include a mortgage and/or deed
of trust, and the term "holder of a mortgage" or "mortgagee" or words of similar
import shall include a mortgagee of a mortgage or a beneficiary of a deed of
trust.

            31.6.2    The term "laws" and "requirements of any public
authorities" and words of similar import shall mean laws and ordinances of any
or all of the federal, state, regional, city, and county governments and rules,
regulations, orders and directives of any and all departments, subdivisions,
bureaus, agencies or offices thereof, and of any other governmental, public or
quasi-public authorities having jurisdiction over the Building and/or the
Premises, and the direction of any public officer pursuant to law, whether now
or hereinafter in force.


            31.6.3    The term "requirements of insurance bodies" and words of
similar import shall mean rules, regulations, orders, and other requirements of
the Oregon Surveying and Rating Bureau and/or any other similar body performing
the same or similar functions and having jurisdiction or cognizance over the
Building and/or the Premises, whether now or hereafter in force.

            31.6.4    The term "Tenant" shall mean the Tenant herein named or
any assignee or other successor in interest (immediate or remote) of Tenant
herein named, which at the time in question is the owner of Tenant's estate and
interest granted by this Lease; but the foregoing provisions of this subsection
shall not be construed to permit any assignment of this Lease or to relieve
Tenant herein named or any assignee or other successor in interest (whether
immediate or remote) of Tenant herein named from the full and prompt payment,
performance and observance of the covenants, obligations and conditions to be
paid, performed and observed by Tenant under this Lease.

            31.6.5    The term "Land" shall mean the real property lot or
parcel upon which the Building is located including without limitation parking
areas, landscaped areas, walkways, driveways, sidewalks and curbs.

            31.6.6    The term "Landlord" shall mean only the owner at the time
in question of the Building or of a lease of the Building, so that in the event
of any transfer or transfers of title to the Building or of Landlord's interest
in a lease of the Building, the transferor shall be and hereby is relieved and
freed of all obligations of Landlord under this Lease accruing after such
transfer, and it shall be deemed without further agreement that such transferee
has assumed and agree to perform and observe all obligations of Landlord herein
during the period it is the holder of the Landlord's interest under this Lease.

            31.6.7    The term "herein," "hereof" and "hereunder," and words
of similar import, shall be construed to refer to this Lease as a whole, and not
to any particular Article, section or subsection, unless expressly so stated.

            31.6.8    The term "and/or" when applied to two or more matters or
things shall be construed to apply to any one or more or all thereof as the
circumstances warrant at the time in question.

            31.6.9    The term "person" shall mean natural person or persons, a
partnership, a corporation and any other form of business or legal association
or entity.

      31.7  EFFECT OF EXPIRATION: Upon the expiration or other termination of
this Lease, neither party shall have any further obligation of liability to the
other ??? as otherwise expressly provided in this Lease and except for such
obligations as by their nature or under the circumstances can only be, or by
the provisions of this Lease, may be, performed after such expiration or other
termination; and, in any event, unless otherwise expressly provided in this
Lease, any liability for a payment (including, without limitation, Additional
Rent, herein) or performance of an obligation which shall have accrued to or
with respect to any period ending at the time of expiration or other
termination of this Lease shall survive the expiration or other termination of
this Lease.

      31.8  EXCAVATION: If an excavation shall be made upon land adjacent to or
under the Building, or shall be authorized to be made, Tenant shall afford to
the person causing or authorized to cause such excavation, license to enter the
Premises for the purpose of performing such work as said person shall deem
reasonably necessary or desirable to preserve and protect the Building from
injury or damage and to support the same by proper foundations, and without
reducing or otherwise affecting Tenant's obligations under this Lease.

      31.9  UNION CONTRACTS: Tenant agrees that the exercise of its rights
pursuant to the provision of Article 13 or of any other provisions of this
Lease or the Exhibits hereto shall not be done in a manner which would violate
Landlord's union contracts affecting the Project, nor create any lawful work
stoppage.



                                       21

<PAGE>   25
picketing, labor disruption or dispute or any interference with the business of
Landlord or any tenant or occupant of the Building.

     31.10 PRORATIONS: Any appointments or prorations of Base Rent or
Additional Rent to be made under this Lease shall be computed on the basis of a
three hundred sixty (360) day year, with twelve (12) months of thirty (30) days
each.

     31.11 GOVERNING LAW: Regardless of the place of execution or performance,
this Lease shall be governed by and construed in accordance with the laws of the
State of Oregon. If any provision of this Lease or the application thereof to
any person or circumstances shall, for any reason and to any extent, be invalid
or unenforceable, the remainder of this Lease and the application of that
provision to other persons or circumstances shall not be affected but rather
shall be enforced to the extent permitted by law. The table of contents,
captions, heading and titles in this Lease are solely for convenience or
reference and shall not affect its interpretation. Each covenant, agreement,
obligation or other provision of this Lease on Tenant's part to be performed,
shall be deemed  and construed as a separate and independent Lease on Tenant's
part to be performed, shall be deemed and construed as a separate and
independent covenant of Tenant, not dependent on any other provision of this
Lease. All terms and words used in this Lease, regardless of the number or
gender in which they are used, shall be deemed to include any other number and
any other gender as the context may require. Time is of the essence of this
Lease and all of its provisions.

     31.12 LIGHT, AIR AND VIEW: Any diminution or shutting off of light, air or
view by any structure which may be erected on lands adjacent to or near the
Building shall in no way affect this Lease or impose any liability on Landlord.

     31.13 TENANT REPRESENTATIONS: If Tenant is an entity other than an
individual, each person executing this Lease on behalf of Tenant does hereby
covenant and warrant that (i) Tenant is duly organized and validly existing
under the laws of its state of formation, and if such entity is existing under
the laws of a jurisdiction other than Oregon, is qualified to transact business
in Oregon; (ii) Tenant has full right and authority to enter into this Lease
and perform all of Tenant's obligations hereunder; and (iii) each person
signing this lease on behalf of Tenant is duly and validly authorized to do so.

     31.14 DEFINED TERMS: Words capitalized other than as the first word of a
sentence are defined terms and have the meaning, throughout this Lease, given
to them when they are first used with an initial capital or when used in
quotation marks.

     31.15 COUNTERPARTS: This Lease may be executed in one or more
counterparts by separate signature, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument, binding
on all parties hereto, even though all parties are not signatories to the
original or to the same counterpart. Any counterpart of this Lease that has
attached to it separate signature pages, which together contain the signatures
of all parties, shall for all purposes be deemed a fully-executed instrument,
and in making proof of this Lease, it shall not be necessary to produce or
account for more than one such counterpart.

     31.16 COSTS AND ATTORNEY FEES:

          31.16.1 NO SUIT OR ACTION FILED. If this Lease is placed in the hands
of an attorney due to a default in the payment or performance of any of its
terms, the defaulting party shall pay, immediately upon demand, all of the
other party's costs and expenses associated with enforcing the Lease, including
reasonable attorney fees and collection costs even though no suit or action
is filed thereon, and any other fees or expenses incurred by the nondefaulting
party.

          31.16.2 LITIGATION OR ARBITRATION: If legal action is instituted to
enforce or interpret any of the terms of this Lease or if legal action is
instituted in a Bankruptcy Court for a United States District Court to enforce
or interpret any of the terms of this Lease, to seek relief from an automatic
stay, to obtain adequate protection, or to otherwise assert the interest of
Landlord in a bankruptcy proceeding, the party not prevailing shall pay the
prevailing party's costs and disbursements, the fees and expenses of expert
witnesses in determining reasonable attorney fees, and such sums as the court
may determine to be reasonable for the prevailing party's attorney fees
connected with the trial and any appeal and by petition for review thereof.

          31.16.3 DEFINITIONS: For purposes of this Lease, the term attorney
fees includes all charges of the prevailing party's attorneys and their staff
(including without limitation legal assistants, paralegals, word processing,
and other support personnel) and any postpetition fees in a bankruptcy court.
For purposes of this Lease, the term fees and expenses includes but is not
limited to long-distance telephone charges; expenses of facsimile transmission;
expenses for postage (including costs of registered or certified mail and
return receipts), express mail, or parcel delivery; mileage and all deposition
charges, including but not limited to court reporters' charges, appearance fees,
and all costs of transcription; costs incurred in searching records.

     31.17 EFFECT OF FAILURE TO CONSENT: Except where a different standard is
expressly provided in this Lease, the Landlord may grant or refuse to consent
or approve any item in its reasonable discretion. Where this Lease states that
a consent or approval may not unreasonably be withheld, and a party
unreasonably withholds or conditions such consent, the other party shall not be
entitled to any

                                       22

<PAGE>   26
damages or termination of this Lease for such withholding, if being intended
that their sole remedy shall be to obtain an injunction compelling such consent
or approval.

        IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease
Agreement as of the date and year first above written.

LANDLORD                               TENANT

AmberJack, Ltd.                        Webridge, Inc., a Delaware corporation
c/o Birtcher Property Services
27611 La Paz Road
Laguna Niguel CA 92607-0009

By: /s/ [SIGNATURE ILLEGIBLE]          By: /s/ DAVID L. BRINK
   --------------------------------       --------------------------------

Title:  Development Manager            Title:  CFO
      -----------------------------          -----------------------------

Date:  11-16-99                        Date:  11/10/99
     ------------------------------         ------------------------------

By:  /s/ EARLE B. JOHNSON, JR.         By:  /s/ DAVID L. BRINK
   --------------------------------       --------------------------------

Title:  VP                             Title:  VP Finance
      -----------------------------          -----------------------------

Date:  11/16/99                        Date:  11/10/99
     ------------------------------         ------------------------------




                                       23
<PAGE>   27
                          ADDENDUM TO LEASE AGREEMENT
   BY AND BETWEEN AMBERJACK, LTD. ("LANDLORD") AND WEBRIDGE, INC. ("TENANT")
                          DATED AS OF OCTOBER 14, 1999


ARTICLE 32  RIGHT OF FIRST NEGOTIATION - 1915 BUILDING:

      32.1  Tenant shall have a right of first negotiation ("First Negotiation")
to lease space (the "New Building Area") in a building to be known as the 1915
NW Amberglen Parkway Building (the "1915 Building") in accordance with the terms
and conditions set forth herein. The First Negotiation shall be subject to
Landlord's decision to build the 1915 Building, which decision shall be in
Landlord's sole discretion. Upon the earlier of (i) Landlord's notification to
Tenant of its decision to build the 1915 Building or (ii) Tenant's request to
Landlord, Landlord and Tenant shall undergo negotiations for a period of
forty-five (45) days for Landlord's construction of and Tenant's leasing of
space in the 1915 Building (the "Exclusive Negotiation Period"). During the
Exclusive Negotiation Period, Landlord shall not negotiate with any third party
regarding leasing of space in the 1915 Building. Landlord and Tenant shall
respond to each other's communications and inquiries during the Exclusive
Negotiation Period, provided that neither party shall have any obligation
regarding construction or leasing of the 1915 Building except to the extent the
parties agree in writing to the same, in their sole discretion, during the
Exclusive Negotiation Period.

      32.2  In addition to the First Negotiation provided above, not earlier
than Landlord's receipt of the first proposal to lease space in the 1915
Building from a prospective tenant (whether on a build-to-suit or other basis),
and not later than Landlord's execution of the first third-party lease for any
part of the 1915 Building, Landlord shall notify Tenant that Landlord is
negotiating a lease for space in the 1915 Building. Tenant acknowledges that,
in the case of a build-to-suit lease, such notification might occur at
substantially the same time as Landlord's notification under Section 32.1.

      32.3  The First Negotiation and notice rights granted in this Section 32
may only be exercised if Tenant is not in default hereunder. In the event this
Lease is terminated for any reason, the rights granted to Tenant in this
Section 32 shall also terminate at the same time. In the event Tenant exercises
the First Negotiation as provided herein and subsequently becomes in default
prior to taking occupancy of the New Building Area, Landlord may elect, by
written notice to Tenant, to terminate Tenant's prior exercise of its First
Negotiation, in which event Tenant shall have no rights with respect to the New
Building Area. This First Negotiation is personal to the Tenant named herein
and Permitted Transferees and may only be exercised in the event the Tenant
named herein or Permitted Transferees are in actual occupancy of the entire
Premises at the time the expansion notice is given.

ARTICLE 33  LEASE EXTENSION:

      33.1  Provided that at the end of the primary term of this Lease, Tenant
not be in default of any term, condition or covenant contained in this Lease,
Tenant (but not any assignee or subtenant other than Permitted Transferees)
shall have the right and option to extend the base to of this Lease, by written
notice delivered to Landlord no later than August 4, 2006 (as to the first
extension) and August 4, 2011 (as to the second extension), for two (2)
successive additional terms of five (5) years, under the same terms,
conditions, and covenants contained herein, except:

      A.    Tenant shall have no further extension options unless expressly
granted by Landlord in writing; and

      B.    The rental for the extension term shall be based on rental rates
for recent leases within the Project and on the then prevailing rental rates
for properties of equivalent quality, size, utility and location, with the
length of the lease term, and credit standing of the Tenant herein, to be taken
into account.

     33.2  Upon notification from Tenant of the exercise of this extension
option, Landlord shall within thirty (30) days thereafter notify Tenant in
writing of the proposed rental for the extension term; Tenant shall within
fifteen (15) days following receipt of same notify Landlord in writing of the
acceptance or rejection of the proposed rental. Tenant's failure to timely
provide such notice shall constitute acceptance of the proposed rental. In the
event of rejection by Tenant, the extension rentals shall be determined as
follows:

      33.3  Within fifteen (15) days following notification of rejection,
Landlord and Tenant shall each appoint a disinterested and qualified real
estate professional. If these two real estate professionals cannot agree upon
an extension rental within thirty (30) days following their appointment, the
two appointees shall forthwith select a third disinterested and qualified real
estate professional, and the decision of any two appraisers shall be binding.
Notification in writing of this decision shall be made by the appraisers to
Landlord and Tenant within thirty (30) days following the selection of the
third appraiser. Landlord and Tenant shall bear the expense of the appraiser
appointed by each, and the expense of the third appraiser shall be shared
equally by both parties.


                                       1




<PAGE>   28
ARTICLE 34  ANTENNA:

     Landlord hereby grants Tenant the non-exclusive right to install and
maintain a satellite dish and related facilities and antenna ("SATELLITE DISH")
on the roof of the Building, at Tenant's expense, which Satellite Dish and its
location shall reasonably approved by Landlord, and shall be in compliance with
the Protective Covenants for the Project and the terms of the Antenna License
Agreement attached as Exhibit C, the terms of which are incorporated herein by
this reference. There shall be no additional fee charged to Tenant for use of
the roof for the Satellite Dish.

ARTICLE 35  SIGNAGE:

     35.1   Landlord hereby grants Tenant, so long as Tenant is the named
Tenant or any Permitted Assign of the named Tenant, the right to install and
maintain up to two signs on the Building's top floor ("SIGNAGE") in areas which
Tenant and Landlord determine to be the most prominent on the Building, at
Tenant's expense. Such Signage and its location and manner of attachment are
subject to the prior reasonable approval of Landlord, and must be in compliance
with the Protective Covenants for the Project and all applicable laws, rules,
codes and regulations.

     35.2   Tenant shall submit to Landlord all plans and specifications for
the installation of the Signage, together with a properly-completed Application
for Architectural Review on Landlord's standard form. Tenant covenants and
agrees to indemnify, defend and hold harmless Landlord against any loss, cost
or expense (including reasonable attorney fees) which may be sustained or
incurred by it, and assume all liability for any property damage or bodily
injuries in any manner related to Tenants installation, maintenance, operation
or removal of the Signage. Tenant agrees to pay all taxes, permit fees,
insurance premiums, and repairs to the area where the Signage has been
installed resulting from the installation of the Signage, and at Landlord's
request to remove such signage upon termination of this Lease and restore the
affected areas to their original condition.

     35.3   The installation, maintenance, repair, and operation and removal
shall be completed by Tenant in a good and workmanlike manner an in conformity
with (i) the plans, specifications and location as approved by Landlord, (ii)
all governmental requirements, including any governmental permits and approvals
for the operation of such Signage. Tenant shall be responsible, at Tenant's
expense, for obtaining any necessary governmental permits and approvals for
such Signage. Removal of Signage shall be at Tenant's expense and repair shall
be virtually undetectable.

ARTICLE 36  RECOVERY OF FREE RENT AND REDUCED RENT ON TENANT DEFAULT:

     Base Rent for the first six (6) months of the term has been conditionally
abated, and rent for other periods has been partially abated at $13 psf (the
"Rent Abatement"). If this Lease terminates prior to the stated Expiration Date
by reason of Tenant's default, then for the purposes of applying this Section
36, the amount of Base Rent for the entire base term shall be amortized on a
straight-line basis over the entire base term, and the unpaid amount
attributable to the Rent Abatement period will become due and payable from
Tenant to Landlord as Additional Rent.

ARTICLE 37  DELAYED OCCUPANCY AS TO PORTION OF PREMISES:

     The parties agree that Tenant shall delay occupancy of the third floor of
the Building, and, subject to Tenant's timely exercise of its Second Floor
Option, the second floor of the Building (the "DELAYED OCCUPANCY PREMISES").
Tenant shall not be obligated to pay Rent for the Delayed Occupancy Premises
until Tenant has taken possession of the Delayed Occupancy Premises, provided
that Tenant shall take possession of the Delayed Occupancy Premises (and Rent
shall commence for the Delayed Occupancy Premises) no later than the
Commencement Dates for the applicable Areas stated in Section 1.1.3 of the
Basic Lease Information. Commencing upon the earlier of (i) Tenant's actual
occupancy of any area of the Delayed Occupancy Premises for the purposes of
conducting business, or (ii) the Commencement Date for that Area of the Delayed
Occupancy Premises ("Delayed Occupancy Premises Commencement"). Tenant shall
pay Rent on the Delayed Occupancy Premises at the following rates:

<TABLE>
<S>                                 <C>
              Period                 Delayed Occupancy Premises Annual Base Rent
              ------                 -------------------------------------------

                                                    Amount/PSF
                                                    ----------

        7/01/00-12/31/00                              $13.00

         1/1/01-6/30/02                               $20.00

         7/01/02-6/30/04                              $24.25

7/01/04-Initial Term Expiration                       $27.00
</TABLE>

Except as hereinabove provided, all terms and conditions of this Lease,
including without limitation the Allowance, shall apply to the Delayed Occupancy
Premises. Tenant shall be permitted to buildout the


                                       2
<PAGE>   29
Delayed Occupancy Premises at such time as Tenant may elect, subject to the
provisions of Section 6 of Exhibit D.

ARTICLE 38  RIGHT OF FIRST OFFER, 1925 BUILDING:

      38.1  Tenant shall have the right to lease additional space in the ground
floor of the 1925 Building on the terms and conditions of this Section 38
("First Offer").

      38.2  Tenant's right of First Offer shall only apply during periods when
the named Tenant or its Permitted Assigns are in occupancy of at least 25,000
square feet of the Premises.

      38.3  Subject to the terms of this Section 38, should any ground floor
office space in the 1925 Building become Available for Lease (the "Offer
Space"), Landlord shall not, during the term of this Lease, Lease such Offer
Space to another tenant without first offering Tenant the right to lease that
Offer Space as provided below. Office space shall be deemed "Available for
Lease" when the space is vacant and unleased, provided that office space shall
not be deemed Available for Lease under any of the following circumstances:

      (a)   space that is re-leased by the current tenant of the space by
renewal or new lease;

      (b)   space that is leased pursuant to an expansion right of another
tenant, or

      (c)   space that becomes vacant after Landlord terminates the lease for
the space pursuant to a recapture clause, if landlord then enters into a direct
lease with that tenant's prospective assignee or subtenant.

      38.4  To the extent required under this Section 38, Landlord shall not
enter into a lease for any Offer Space unless and until Landlord has first
notified Tenant in writing of the terms upon which Tenant may lease the Offer
Space (the "Offer") and until a period of seven (7) days has elapsed from the
date of the Offer without Tenant having notified Landlord in writing of
Tenant's acceptance of the Offer. Tenant must accept the Offer on an
all-or-nothing basis. Except as provided in the Offer, Landlord shall have no
obligation to improve or provide an improvement allowance for the Offer Space,
and Tenant shall accept the same in its then "As Is" condition.

      38.5  If Tenant accepts the Offer, Tenant shall, within ten (10) days
after request by Landlord, execute a lease for the Offer Space, which lease
shall include a clause whereby an Event of Default under this Lease shall be an
Event of Default under the Offer Space lease, and vice versa. Failure of Tenant
to execute such Lease shall not affect Tenant's acceptance of the Offer or
Tenant's obligation to lease the Offer Space on the terms of the Offer and the
other provisions of this Section 38. The Offer Space shall be subject to the
same terms and conditions as set forth in this Lease, except (i) the term of
the lease for the Offer Space shall be the longer of five (5) years, or the
then-remaining base term of this Lease, (ii) the relocation provisions of
Article 23 of Landlord's standard lease for Ambergien shall apply if the Offer
Space is 1500 rentable square feet or less; (iii) the provisions of this
Addendum shall not be included in such lease, and (iv) the Base Rent shall be
the higher of the scheduled Base Rent rates for the Premises under Section 1.15
of this Lease (as the schedule is in effect from and after the commencement
date of the lease for the Offer Space) ("Existing Rate"); or the rent rates as
reasonably determined by Landlord as of the date the Final Offer is exercised
("Landlord's Rate"). Landlord's Rate shall be based on rents for comparable
space of comparable size with comparable tenant improvement levels for a
similar term for tenants of similar credit worthiness, by reference to the
first-class office space primarily in the Building and secondarily in other
buildings comparable to the Building in age, quality and location (suburban
Portland office buildings in office/business centers or parks) ("Market Rent").

      38.6  Together with its notification of the exercise of this First Offer,
Tenant shall notify Landlord whether Tenant accepts or rejects Landlord's Rate,
and if Tenant rejects Landlord's Rate, shall state Tenant's opinion of Market
Rent ("Tenant's Rate"). Tenant's failure to timely provide such notice shall
constitute acceptance of Landlord's Rate. Tenant shall have no right to dispute
Landlord's Rate unless Tenant has timely accepted the Offer. In the event of
timely rejection of Landlord's Rate by Tenant, then unless the parties reach
written agreement upon Base Rent for the Option Space within fifteen (15) days
after such rejection, the Offer Space Base Rent shall be determined by real
estate professionals (who shall not be appraisers) as follows:

      Within thirty (30) days following notification of rejection, Landlord and
Tenant shall each appoint a disinterested and qualified real estate
professional. If these two real estate professionals cannot agree upon an Offer
Space rental within fifteen (15) days following their appointment, the two
appointees shall forthwith select a third disinterested and qualified real
estate professional. If the two parties' appointees have not selected the third
professional within such time, the third professional shall be selected
pursuant to the procedures of the Arbitration Service of Portland, Inc., upon
application of either party. The third professional shall, within fifteen (15)
days after appointment, select either Landlord's Rate or Tenant's Rate as
Market Rate for the Offer Space, provided that in no event shall the Base Rent
be less than the Existing Rate. The decision of the third professional shall be
binding on the parties as to the Offer Space. Notification in writing of this
decision shall be made by the professionals to Landlord and Tenant within
thirty (30) days following the selection of the third professional. Landlord
and Tenant shall bear the


                                       3

<PAGE>   30
expense of the professional appointed by each, and the expense of the third
professional shall be shared equally by both parties; provided that if the Base
Rent determined though the foregoing procedures is within ten percent (10%) of
Landlord's Ratio, Tenant shall pay the costs and expenses of all three
professionals. During such process for establishing Base Rent, Tenant shall pay
Base Rent for the Offer Space at the Landlord's Rate, with retroactive
adjustment made if a different rate is established as provided above.

     38.7 If Tenant declines or fails timely to exercise the First Offer as
provided above, Landlord shall thereafter be free to enter into a lease for the
Offer Space on any terms and conditions Landlord may choose at its sole
discretion. However, not earlier than Landlord's receipt of a proposal to lease
the Offer Space from a prospective tenant, and not later than Landlord's
execution of a third-party lease for the Offer Space, Landlord shall notify
Tenant that Landlord is negotiating a lease for the Offer Space.

     38.8 At Landlord's request, Tenant shall, from time to time, based on
Tenant's reasonable projected space planning needs, reasonably cooperate with
Landlord to identify particular classes of leases (for example, leases not
exceeding a stated term or of not less than a stated amount of space) which
shall be exempt from the First Offer.

     38.9 The First Offer granted herein may only be exercised if Tenant is not
in default hereunder. In the event this Lease is terminated for any reason, the
rights granted to Tenant in this Section shall also terminate at the same time.
In the event Tenant exercises the First Offer as provided herein and
subsequently becomes in default prior to taking occupancy of the First Offer
Space, Landlord may elect, by written notice to Tenant, to terminate Tenant's
prior exercise of its First Offer, in which event Tenant shall have no rights
with respect to the First Offer Space. This First Offer is personal to the
Tenant named herein and Permitted Transferees and may only be exercised in the
event the Tenant named herein or Permitted Transferees are in actual occupancy
of the entire Premises at the time the expansion notice is given.

ARTICLE 39 RELOCATION CLAUSE IN TENANT LEASES:

     Landlord agrees to use commercially reasonable efforts to include a
provision allowing Landlord to relocate the tenant at any time in all office
leases of the ground floor of the Building.

ARTICLE 40 EARLY ENTRY:

     Tenant shall be permitted to enter the Premises prior to the commencement
date for the purpose of installing Tenant's voice data wiring and furniture.
Such early entry shall be subject to all terms and conditions of this Lease,
including the provisions of Section 6 of Exhibit D, except the obligation to pay
rent.

ARTICLE 41 FINANCIAL STATEMENTS:

     At the request of Landlord from time to time, but not more frequently than
quarterly, Tenant shall deliver to Landlord accurate financial statements for
Tenant for the preceding three (3) calendar years, prepared in accordance with
generally accepted accounting principals and certified by an independent
certified public accountant, together with Tenant's most recent quarterly
financial statement certified by Tenant's chief financial officer.

LANDLORD                                TENANT

AmberJack, Ltd, an Arizona Corporation  Webridge, Inc., a Delaware Corporation

By:     /s/ [Signature Illegible]       By:     /s/ [Signature Illegible]
   -----------------------------------     -----------------------------------

Title:  Development Manager             Title:  CFO
      --------------------------------        --------------------------------

Date:   11-16-99                        Date:   11-10-99
     ---------------------------------       ---------------------------------


By:     /s/ [Signature Illegible]       By:     /s/ [Signature Illegible]
   -----------------------------------     -----------------------------------

Title:  VP                              Title:  VP Finance
      --------------------------------        --------------------------------

Date:   11-16-99                        Date:   11-10-99
     ---------------------------------       ---------------------------------


                                       4
<PAGE>   31
                                   EXHIBIT A
                      PREMISES FLOOR PLAN AND LOCATION KEY


                               SECOND FLOOR PLAN


                                THIRD FLOOR PLAN


                               FOURTH FLOOR PLAN
<PAGE>   32
                                   EXHIBIT B
                   AMBERGLEN BUSINESS CENTER COMMON AREAS MAP





                                       24
<PAGE>   33
                                   EXHIBIT C

                                LEASE AGREEMENT

                           ANTENNA LICENSE AGREEMENT

                           ANTENNA LICENSE AGREEMENT
                             DATED _______________
                                 BY AND BETWEEN


                            ------------------------
                                      AND

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

     This Agreement is made and entered into as of this _______ day of
____________, 19__ by and between ______________________ (hereinafter called
"Licensor") and _____________________ (hereinafter called "Licensee").

1.   Licensor, for and in consideration of the payments hereinafter set forth
     and of the covenants and agreements made by Licensee herein contained, does
     hereby grant unto the Licensee a nonexclusive license ("License") to
     utilize space in the building located at ________________________,
     (hereinafter called the "Building") for the purpose of installing and using
     the antenna described in Exhibit "1" attached hereto and made a part hereof
     (the "Antenna") to be attached to the roof of the Building for a term
     commencing __________________ and ending ___________________, unless
     extended or sooner terminated as provided herein.

2.   Licensee shall make payments to Licensor, at the office of the Building, or
     elsewhere as designated from time to time by notice in writing to Licensee,
     in monthly installments as follows: NOT APPLICABLE

3.   The size, location and placement, as well as the manner and method of
     installation and removal of the Antenna and related equipment, shall be
     subject to the prior written approval of Licensor. The Antenna and related
     equipment, shall not penetrate the roof membrane. If Licensor elects to
     hire structural, mechanical, roofing and/or other engineers or consultants
     to review such plans and specifications, Licensee shall reimburse Licensee
     for the reasonable costs thereof, whether or not Licensor grants such
     approval.

4.   In addition to the monthly rental, Licensee shall pay for all utilities
     consumed to install, maintain, operate and remove its Antenna and
     equipment, as well as the reasonable costs of any engineers or consultants
     employed by Licensor to review or monitor same.

5.   Prior to the installation of said Antenna and equipment, Licensee shall
     secure and shall at all times thereafter maintain all required approvals
     and permits of the Federal Communications Commission and all other
     governmental bodies having jurisdiction over its business, including its
     communications, operations, and facilities. Licensee shall at all times
     comply with all laws and ordinances and all rules and regulations of
     municipal, state and federal governmental authorities relating to the
     installation, maintenance, height, location, use, operation, and removal of
     said Antenna and equipment and shall fully indemnify Licensor against any
     loss, cost, or expense which may be sustained or incurred by it as a result
     of the installation, maintenance, operation, or removal of said Antenna and
     equipment. Licensor makes no representation that applicable laws,
     ordinances or regulations permit the installation or operation of antennas
     on the subject real estate.

6.   Licensor hereby grants unto Licensee the right, to be exercised as herein
     set forth, to enter upon the roof of the Building for the sole purpose or
     gaining access to the Licensee's installation. In addition thereto,
     Licensor grants unto Licensee the right, to be exercised as herein set
     forth, to install such equipment, conduits, cables and materials
     (hereinafter called "the connecting equipment") in shafts, ducts, conduits,
     chases, utility closets and other facilities of the Building as designated
     by Licensor as is reasonably necessary to connect Licensee's Antenna to
     Licensee's other machinery and equipment in other parts of the Building,
     subject to the requirements of any permits and the codes, regulations and
     rules of any governmental body, agency or authority. Licensor further
     grants to Licensee the right of access to the areas where such connecting
     equipment is located for the purposes of maintaining, repairing, testing
     and replacing the connecting equipment; provided, however, Licensee shall
     notify Licensor each time Licensee requires such access, and provided
     further that such access and installations do not cause


                                       26
<PAGE>   34

      damage to or interfere with the operation or maintenance of any part of
      the Building or with any other tenant's operation.

7.    Anything herein to the contrary notwithstanding, Licensee shall notify
      Licensor each time Licensee desires to enter upon the roof of the
      Building or the areas outside Licensee's Premises where Licensee's
      related equipment is located, and Licensee shall enter upon the roof only
      at such times, in such manner and under such circumstances as shall not
      cause damage or endangerment of life or limb. Licensee shall promptly
      reimburse Licensor for the costs of repairs of any damage to the Building
      directly or indirectly caused by Licensee's installations or the
      operation, maintenance or removal thereof.

8.    Licensee, at its expense, shall be solely responsible for and shall
      maintain its Antenna and related equipment in a safe, structural, sound,
      clean and sightly condition and shall indemnify and save harmless
      Licensor against all liens and claims of mechanics and materialmen
      furnishing labor and materials in the construction and maintenance of
      same.

9.    Licensee agrees to defend, indemnify and save harmless Licensor and to
      assume all liability for death or injury to any persons and all liability
      for loss, damage or injury to any property incurred or sustained by
      Licensee arising from, growing out of or resulting from Licensee's
      installation or its use of the roof of the Building or any other areas in
      the Building where Licensee's related equipment is located, including
      costs, attorney's fees and other expenses incurred by Licensor in
      defending any such claim unless such loss, damage or injury is due to the
      gross negligence of Licensor, its employees, agents, or invitees.

10.   Licensee hereby waives and releases all claims against Licensor, its
      officers, directors, agents, employees and servants, and agrees that they
      shall not be liable for injury to person or damage to property sustained
      by Licensee or by any occupant of the Building or any other person
      occurring in or about the Building resulting directly or indirectly from
      any existing or future condition, defect, matter or thing in the Building
      or any part of it or from equipment or appurtenance becoming out of
      repair, or from any occurrence, act, or from the negligence or omission
      of any tenant or occupant of the Building or of any other person; except
      for the negligence or omission by Licensor, its officers, directors,
      agents, employees and servants.

11.   The License hereby granted to Licensee shall not be deemed to give to
      Licensee the exclusive right to use the roof or tower of the Building and
      shall not preclude Licensor from granting a license or licenses to
      others. The rights of other licensees shall be exercised without causing
      unreasonable interference with the activities being carried on by
      Licensee in accordance with this License. Similarly, the rights of
      Licensee hereunder shall be exercised without causing interference with
      the activities being carried on by other licensees in accordance with
      their respective licenses. Licensee shall not change or materially alter
      the Antenna or related equipment agreed to herein without the prior
      written consent of Licensor.

12.   If any lease by Licensee for any space in the Building shall be
      terminated or terminable after the making of this License, because of any
      default by Licensee under such lease, such fact shall empower Licensor,
      at Licensor's sole option, to terminate this License by notice to
      Licensee.

13.   No notice or demand related to or required by this Agreement shall be
      effective unless same is in writing and is either delivered personally to
      the party for whom intended, or to an officer of such party if a
      corporation, or sent by United States registered or certified mail return
      receipt requested, if to Licensee, at its office in the Building, or if
      Licensee is not in possession thereof, then to Licensee's address last
      known to Licensor, and if to Licensor, at _________________________
      provided that either party may, by notice to the other, from time to time
      designate another address in the United States of America to which notices
      mailed more than ten (10) days thereafter shall be addressed. Notices
      mailed as aforesaid shall be effectively given as of the date of mailing.

14.   Licensor shall have the right to terminate this License upon written
      notice to Licensee, in the event that: (a) Licensee shall default in the
      performance of any of the obligations imposed upon it hereunder and shall
      not, after being notified by Licensor of the existence of such default,
      immediately take all reasonable steps to cure the same; or (b) it shall
      be determined that such installation or use materially interferes with
      the operation of machinery and apparatus of the Building, such as the
      elevators; or (c) it is found by public authority having jurisdiction
      over the Building that such installation and use constitute a nuisance
      or hazard to the public or to the occupants of the Building; or (d) the
      use of such antenna interferes with the use of any tenant's equipment or
      data processing machines in the Building; or (e) Licensee's lease of
      space in the Building shall expire or be terminated. Licensor and
      Licensee shall each have the right to terminate this Agreement upon
      written notice to each other sixty (60) days prior to the desired
      termination date.



                                       27
<PAGE>   35
15.  At the termination of this License by lapse of time or otherwise, the
     Antenna and the related equipment installed under the terms of this
     License shall be removed by Licensee and the area of the Building where
     they were installed shall be restored by Licensee to as good condition as
     existed immediately prior to the installation of such Antenna and related
     equipment.

16.  This Agreement shall be binding upon the successors and assigns of the
     parties hereto, provided that Licensee shall not assign or transfer this
     License to anyone else without Licensor's prior written consent which may
     be withheld at its sole discretion.


LICENSEE:                                 LICENSOR:

______________________________________    ______________________________________

______________________________________    ______________________________________

By:___________________________________    By:___________________________________

Its:__________________________________    Its:__________________________________

Date:_________________________________    Date:_________________________________






                                       28
<PAGE>   36
                                   EXHIBIT D

                                LEASE AGREEMENT

                                 WORK AGREEMENT

SECTION 1. TENANT IMPROVEMENTS PROVIDED BY LANDLORD. Landlord agrees to provide
all tenant improvements as described in the CDP for each Area ("Tenant
Improvements").

SECTION 2. TENANT IMPROVEMENT ALLOWANCE PROVIDED BY LANDLORD.

     2.1  ALLOWANCE: Landlord agrees to provide Tenant with an allowance (the
"ALLOWANCE") of ($30.00 per rentable square foot of Premises) to be applied to
the design, permitted and construction of the Tenant Improvements in the
Premises described in Section 1 of this Work Agreement, and including upgrades
to improvements and finishes approved by Landlord, and the reception desk and
building sign, but in any event excluding Tenant's equipment, artwork,
furnishings, furniture, and cabling. Landlord shall not charge a fee in
connection with the Tenant Improvements (provided that Tenant acknowledges
Landlord's contractor shall charge a fee for the Tenant Improvements).

     2.2  APPLICATION: All design, permit, purchase and installation costs
incurred by Landlord relating to such Tenant Improvements shall be deducted
from the Allowance. Any amount of the Allowance not used for Tenant
Improvements shall be retained by Landlord. If the total cost for such Tenant
Improvements as reflected in the CDP exceeds the Allowance then Tenant shall
deposit with Landlord the estimated excess amount as soon as it is determined
but prior to commencement of any work. Landlord shall apply this payment first
toward general costs, expenses and construction costs associated with the
Tenant Improvements. If the actual cost of the work is more than this payment
then the deficiency shall be paid by Tenant to Landlord on or before the
Commencement Date for the Area.

SECTION 3. DESIGN OF TENANT IMPROVEMENTS.

     3.1  CDP PREPARATION: Landlord's office planner shall prepare a CDP
consisting of a floor plan, a reflected ceiling/lighting plan and Tenant's
supplement specification.

          3.1.1 The CDP shall be based upon the schematic space plan and the
construction information provided by Tenant. The schematic space plan for the
fourth floor is attached as Exhibit A.

          3.1.2 Tenant shall provide Landlord's office planner with all of the
construction information requested by Landlord's office planner by no later
than the applicable Construction Information Submittal Dates specified in
Section 1.11 of the Basic Lease Information. For Areas other than the fourth
floor, such information shall include, without limitation, signed schematic
plans, and a designation by Tenant of which half of the floor Tenant shall
first occupy. "Tenant's Submittal Package" means all such information, together
with a written statement identifying such package as Tenant's Submittal Package
and that the information is being supplied pursuant to this Section 3.1.2.

          3.1.3 Tenant shall be responsible for all delays in occupancy and
additional costs, including limitation design fees, resulting from its failure
to submit such information on time, any Tenant requested changes in the Tenant
Improvements specified in this Lease (herein "CHANGE ITEMS").

     3.2  CDP APPROVAL: Tenant shall approve the CDP within five (5) days after
Tenant's receipt of the CDP for each Area (the "CONSTRUCTION DOCUMENT APPROVAL
DATE") subject to any corrections requested to make the CDP consistent with the
construction information submitted to Landlord's office planner, and subject to
any requested deletions. The CDP shall include a statement (the "STATEMENT") of
the estimated costs, if any, for which Tenant will be responsible under the
terms of this Work Agreement. The CDP and the Statement included therein must be
approved by Tenant in writing before the Landlord will proceed to obtain
building permits and commence construction. Upon written request of Tenant
given no later than five (5) days after submission to Tenant of the Statement,
Landlord shall obtain bids for the Tenant Improvements (or specified elements
thereof as requested by Tenant) from contractors and Landlord shall award the
contract to the lowest bidder unless otherwise agreed by Tenant.

     3.3  TENANT RESPONSIBILITIES: Tenant shall be responsible for delays and
additional costs, including without limitation design fees, caused by: (i) any
changes made by Tenant to the CDP other than corrections and deletions of the
type described in Section 3.2; (ii) Tenant's failure to approve the CDP and the
Statement by the Construction Document Approval Date specified in Section 3.2;
(iii) by delays in delivery of non-building-standard materials requiring long
lead times; and (iv) any requirement by Tenant that any element of the Tenant
Improvements be bid pursuant to Section 3.2. Tenant shall pay, prior to taking
occupancy of the Premises, all of Landlord's design fees arising out of the
inclusion of non-building-standard materials in the Premises.

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SECTION 4. CONSTRUCTION.

     Approval of the CDP for an Area shall constitute written authorization to
complete the Area in accordance with the CDP. Tenant may in such authorization
delete items to reduce its cost, subject to Landlord's approval. Tenant's
failure to timely provide such written authorization shall be a Tenant delay,
and Landlord shall not be obligated to commence work on the Area. Tenant shall
be responsible for any costs due to any resulting delay in completion of the
Premises. Landlord shall commence and pursue to completion the construction of
the Tenant Improvements in an Area as soon as reasonably possible after the
approval to commence construction is given by Tenant. Landlord need not
commence design or improvement work for an Area earlier than delivery of
Tenant's Submittal Package for the Area, the intention being that Landlord may
defray costs until that time. Landlord's contractor shall, subject to Tenant
delays and force majeure, complete the Tenant Improvements by the applicable
Commencement Date for the Area as stated in Section 1.13, and in accordance
with Tenant's approved CDP. Tenant shall have possession of the Premises for
fourteen (14) days prior to the Commencement Date for the Area for the purpose
of installing telecommunication and computer equipment, Tenant's office
equipment, furniture and other fixtures, and general move-in, provided that
Tenant does not interfere with work performed by Landlord or Landlord's
contractor, and that any such possession by Tenant shall be upon all terms and
conditions of the Lease, except for payment of Rent. All Tenant Improvements
shall be constructed in accordance with the CDP, and shall be made in good and
workmanlike manner. Upon substantial completion of the Tenant Improvements,
Landlord and Tenant shall conduct a walk through of the Premises and generate a
punch list of items to be completed by Landlord within thirty (30) days after
the date the punch list is completed and agreed upon by Landlord and Tenant.

SECTION 5. FIELD CHANGE ORDERS.

     If Tenant shall request any change in the Tenant approved CDP, Tenant
shall request such change in writing to Landlord, and such request shall be
accompanied by all information necessary to prepare plans and specifications
for such change. If Landlord approves Tenant's requested change, then after
receiving this information, Landlord shall cause its office planner to prepare
such plans and specifications and a proposed field change order ("FCO") as soon
as reasonably possible thereafter. Landlord shall not be obligated to proceed
with any work which would be affected by a proposed FCO until it is effective
or Tenant withdraws the FCO request. Tenant shall be responsible for any and
all delays in construction and occupancy caused by Tenant's FCO requests. The
proposed FCO shall set forth  the estimated cost of the changes. The proposed
FCO shall be effective only when signed by both Landlord and Tenant, and Tenant
has deposited the estimated cost of the changes with Landlord. Landlord shall
hold this payment as an additional security deposit. Upon the acceptance of the
Premises by Tenant, this additional security deposit shall be applied to pay
the cost of the work. If the actual cost of the change order is more or less
than this security deposit then the excess or deficiency shall be refunded or
paid at the same time, as the case may be. Even if Tenant fails to approve the
proposed FCO, Tenant shall be responsible for the cost of preparing any plans
and specifications for the proposed FCO. The actual cost, including design and
administrative fees, of any FCO shall be paid by Tenant on or before the date
Tenant first occupies the Premises unless stated otherwise in the FCO.

SECTION 6. IMPROVEMENTS CONSTRUCTED BY TENANT.

     If any work is to be performed by Tenant or Tenant's contractor in
connection with Tenant Improvements on the Premises:

     6.1  LANDLORD'S APPROVAL: Such work shall not proceed until Landlord's
written approval of each of the following items: (i) Tenant's contractor; (ii)
public liability and property damage insurance carried by Tenant or its
contractor; and (iii) schematic plans and specifications for such work. The
detailed construction plans and specifications shall be prepared by Landlord's
office planner at Tenant's expense based upon the schematic plans and
specifications. All such work shall be done in strict conformity with such
final plans and specifications subject to field change orders prepared and
approved in the manner specified in Section 3.1 above. As built plans shall be
prepared by Landlord's office planner at Tenant's expense after the work is
fully completed and a copy retained by Landlord for its use.

     6.2  PERMITS: All work shall be done in conformity with a valid building
permit (obtained at Tenant's expense) when required, a copy of which shall be
furnished to Landlord before such work is commenced, and in any case, all such
work shall be performed in accordance with all applicable governmental
regulations at Tenant's sole expense. Notwithstanding any failure by Landlord
to object to any such work, Landlord shall have no responsibility for Tenant's
failure to meet all applicable regulations.

     6.3  COORDINATION: All work by Tenant or Tenant's contractor shall be
scheduled through Landlord. Tenant or Tenant's contractor shall arrange for
necessary utility, hoisting and elevator service with Landlord's contractor and
shall pay such reasonable charges for such services as may be charged by
Landlord's contractor. Tenant shall be responsible for any delay in any delay
in completion of Tenant Improvements resulting from performance of work at the
Premises by Tenant or Tenant's contractor.

     6.4  MANNER OF ENTRY: Tenant's entry to an Area for any purpose,
including, without limitation, inspection or performance of Tenant construction
by Tenant's agents, prior to the Lease Commencement Date for an Area as
specified in the Basic Lease Information shall be at such times as are approved
by Landlord and subject to all the terms and conditions of this Lease except
the payment of Rent. Tenant's



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entry shall mean entry by Tenant, its officers, contractors, licensees, agents,
servants, employees, guests, invitees, or visitors.

     6.5  FAULTY WORK: Tenant shall promptly reimburse Landlord upon demand for
any extra expense incurred by the Landlord by reason of faulty work done by
Tenant or its contractors or by reason of any delays caused by such work, or by
reason of inadequate cleanup.







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