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                                                                    EXHIBIT 10.4

                                 LEASE AGREEMENT

                             FIFTH AND PINE BUILDING


        THIS LEASE made this ___day of November, 1999, between PINE STREET
DEVELOPMENT L.L.C., a Washington limited liability company ("Landlord"), and
RIVALS.COM, INC., a, Washington corporation ("Tenant").

        As parties hereto, Landlord and Tenant agree:

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

               (a) BUILDING. The building commonly known as the Fifth and Pine
Building located on the real property described in Paragraph 2, Premises, with
an address of 1513 Fifth Avenue, Seattle, Washington.

               (b) PREMISES. Consisting of the area on the fourth and fifth
floors of the Building, as outlined on the floor plan attached hereto as Exhibit
A, including the Tenant improvements described in Exhibit B.

               (c) RENTABLE AREA OF THE PREMISES: Approximately 53,466 net
rentable square feet, subject to final verification based on Tenant's Final
Plans (as defined in Exhibit B). Once such area is finally determined, the Rent,
the Allowance, and any other items based on the area of the Premises shall be
appropriately adjusted. "Net rentable square feet" and "rentable area" as used
in this Lease shall mean "Rentable Area" as determined in accordance with the
American National Standard Method of measuring floor space in office buildings
as published by the Building Owners and Managers Association International dated
June 7, 1996 ("BOMA").

               (d) BASIC PLANS DELIVERY DATE: [TO BE INSERTED]

               (e) FINAL CONSTRUCTION DOCUMENTS DELIVERY DATE: [TO BE INSERTED]

               (f) COMMENCEMENT DATE: February 1, 2000 or such earlier or later
date as provided in Section 3 hereof.

               (g)  EXPIRATION DATE:  January 31, 2005

               (h)  RENT:    PENTHOUSE OF 10,387 SQUARE FEET
                             YEARS 1-3:$32.00 PER RENTABLE SQUARE FOOT PER YEAR


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                             YEARS 4-5: $33.00 PER RENTABLE SQUARE FOOT PER YEAR
                             BALANCE OF SPACE OF 43,059 RENTABLE SQUARE FEET
                             YEAR 1-5 $20.60 PER RENTABLE SQUARE FOOT PER YEAR


               (i) SECURITY DEPOSIT/LETTER OF CREDIT: $1,600,000. See Section 6
below.

               (j) PARKING. Landlord shall provide Tenant with parking spaces
for up to thirty two (32) automobiles in garages located within three (3) blocks
of the Building. All such parking shall be on an unassigned basis, at the rates
and terms established by Landlord's agreement with the garage operator and
otherwise subject to the terms and conditions of Section 7 below.

               (k)  NOTICE ADDRESSES

                      Landlord:     Pine Street Development L.L.C.
                                    520 Pike Tower, Suite 2200
                                    Seattle, Washington 98101

                      Tenant:       Rivals.com, Inc.
                                    1513 Pine Street
                                    Seattle, Washington 98101

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

                      Exhibit A - Floor Plan of Premises
                      Exhibit B - Tenant Improvements
                      Exhibit C - Janitorial Specification

        2. PREMISES: Landlord does hereby lease to Tenant, and Tenant does
hereby lease from Landlord, upon the terms and conditions herein set forth, the
Premises described in Section 1(b) hereof as shown on Exhibit A hereto, together
with rights of ingress and egress over common areas in the Building located on
the land ("Land") more particularly described as follows:

        Lots 10 and 11 in Block 19 of Plats in an Addition to the Town (now
        City) of Seattle, as laid out by A.A,. Denny, according to plat of
        record in Volume 1 of Plats, page 33 of said records in King County,
        Washington, except the portion thereof appropriated by the City of
        Seattle for the widening of Pike Street in King County Superior Court
        Cause No. 413941, as provided by Ordinance No. 10051 of the City of
        Seattle.

        3.     COMMENCEMENT AND EXPIRATION DATES

               (a) COMMENCEMENT DATE. Provided that the Premises together with
common facilities for access and service thereto have been substantially


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completed, and that Landlord's obligations under Sections 1 and 2 of Exhibit B
are complete and a valid Temporary Certificate of Occupancy has been issued for
the Building and the Premises ("Completed" or "Completion"), the Commencement
Date shall be the date specified in Section 1(f) or such earlier or later date
upon which the Premises and common facilities shall be Completed as may be
specified in a notice delivered to Tenant at least thirty (30) days prior to the
date specified in such notice; or any earlier date when the Tenant occupies the
Premises for Permitted Uses. When determined, Landlord shall confirm the
Commencement Date to Tenant in writing.

               (b) TENANT OBLIGATIONS. If completion of the Premises is delayed
due to the failure of Tenant to fulfill any obligation under this Lease or any
exhibit hereto, including without limitation Tenant's failure to comply with the
Plan Delivery Dates in Section 1(d) and (e) and Exhibit B, the Lease shall be
deemed to have commenced upon the date when the Premises would have been
completed but for such delay by Tenant.

               (c) TENANT TERMINATION RIGHTS. In the event, due to delays from
any cause other than Tenant's failure to comply with the terms of this Lease,
the Premises are not Complete and available for occupancy by Tenant within six
months following the date specified in Section 1(f), Tenant may, but shall not
be obligated to, terminate this Lease by written notice; provided, however, that
such six-month period shall be extended for delays due to causes beyond the
reasonable control of Landlord. Termination under this Section 3(c) shall be
Tenant's sole remedy and Tenant shall have no other rights or claims hereunder
at law or in equity. Notwithstanding the foregoing, if the Premises are not
Complete by the date specified in Exhibit 1(f) for any reason, Landlord will
pursue the Completion of the Premises with diligence.

               (d) EXPIRATION DATE. The Lease shall expire on the date specified
in Section 1(g), provided that if the Tenant is unable to occupy the Premises
for a period of more than 30 days from the date specified in Section 1(f), this
Lease shall be extended for the same period of time beyond such date, etc.

               (e) RENEWAL TERM. Landlord hereby grants Tenant the option to
extend the Lease Term for one (1) period of five (5) years (the "Renewal Term"),
upon all of the terms and conditions contained in this Lease, except for Rent
and parking. Rent shall be one hundred percent (100%) of the projected net fair
market rental rate on the effective date of such renewal for comparable term
extensions for comparable space in comparable first class buildings in the area
(the "FAIR MARKET RENEWAL RATE"). If Tenant wishes to exercise this extension
option, and provided Tenant is not then in default under this Lease, Tenant
shall provide written notice of its intent to extend at least nine (9) months
prior to the expiration of the then current Lease term. Within thirty (30) days
after receipt of such notice, Landlord shall inform Tenant of the proposed Rent
and parking


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proposal. If Landlord and Tenant cannot agree on a Rent within sixty (60) days
after Tenant's receipt of Landlord's notice, then the Fair Market Renewal Rent
shall be determined in accordance with the following binding arbitration
provisions.

                      (1) Within fifteen (15) business days after Tenant's
irrevocable election to extend the Lease term, Landlord and Tenant shall each
identify an impartial valuation expert and notify the other thereof. The expert
specified in each such notice must be a commercial real estate professional
having not less than ten (10) years' active experience as a real estate
professional in the downtown office leasing market in Seattle, Washington. If
either party fails to appoint an expert within such fifteen (15) day period,
then the determination of the expert first appointed shall be final, conclusive
and binding on both parties.

                      (2) The named experts shall together determine the Fair
Market Renewal Rate. If the experts fail to agree on the Fair Market Renewal
Rate within thirty (30) days of their appointment and the difference in their
conclusions about Fair Market Renewal Rate is ten percent (10%) or less of the
lower of the two determinations, Fair Market Renewal Rate shall be the average
of the two determinations.

                      (3) If the two experts fail to agree on Fair Market
Renewal Rate and the difference between the two determinations exceeds ten
percent (10%) of the lower of the two determinations, then the experts shall
appoint a third expert, similarly impartial and qualified, to determine the Fair
Market Renewal Rate. Such third expert shall determine the Fair Market Renewal
Rate within thirty (30) days of his or her appointment, and the average of the
determinations of the two closest experts is final, conclusive and binding on
Landlord and Tenant. Landlord and Tenant shall each execute and deliver an
agreement confirming annual rent for the extended term.

                      (4) Landlord and Tenant shall each pay the fees of any
expert appointed by Landlord and Tenant, respectively, and Landlord and Tenant
shall each pay one-half (_) of the fees of the third expert, if any.

                      (5) Landlord shall provide Tenant with a proposal for
parking during the Renewal Term at the same time that Landlord proposes the
amount of Rent for the Renewal Term. Tenant acknowledges, however, that because
the parking will be provided by a third party, it will not be subject to
adjustment, negotiation or arbitration in the same manner as Rent. Such third
party parking will be made available to Tenant by Landlord without mark-up or
profit by Landlord.

               (f) RIGHT OF FIRST OFFER FOR THIRD FLOOR: Tenant shall have a
right of first offer ("Right of First Offer") with respect to any space on the
third (3rd) floor of the Building ("Offer Space") that becomes "Available for
Lease" (as defined


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below) in accordance with the provisions of this Section 3(f). Offer Space shall
be deemed "Available for Lease" when Landlord has determined that the existing
tenant in the Offer Space will not extend or renew the term of its lease for the
Offer Space, provided that Tenant's rights to the Offer Space shall not apply to
the initial lease of space on the third floor of the Building to Saltmine
Creative, Inc., and shall be subordinate to any rights of first offer, first
refusal or expansion granted under that lease. Within a reasonable time after
Landlord has determined that Offer Space is available for Lease (but prior to
putting the Offer Space on the market), Landlord shall notify Tenant thereof and
of the terms, conditions, and provisions under which Landlord proposes to lease
such space. Tenant shall have five (5) days from receipt of such notice within
which to elect to lease the space in question under the terms and provisions set
forth in Landlord's notice.

               Exercise of such option by Tenant must be made by written
instrument delivered to Landlord within such five (5) day period. Should Tenant
exercise its rights hereunder, the space in question shall become subject to an
amendment to this Lease incorporating the Offer Space into the Premises on all
of the terms, provisions, and conditions of this Lease except as otherwise
provided in Landlord's notice to Tenant. Tenant may exercise its rights
hereunder only as to all space made available to it and not to a portion
thereof. If Tenant does not elect to lease such space upon the terms and
conditions offered by Landlord, Tenant's rights regarding the Offer Space shall
terminate and Landlord shall be entitled to lease such space to a third party
upon such terms and conditions as Landlord may determine in its sole discretion.

        4. ACCEPTANCE OF PREMISES: If this Lease is entered into prior to the
completion of tenant improvements in the Premises, the acceptance of the
Premises by Tenant shall be deferred until Landlord informs Tenant of the
substantial completion of such construction. Within five (5) business days
("Inspection Period") after Landlord informs Tenant of such completion, Tenant
shall make such inspection of the Premises as Tenant deems appropriate. Except
as otherwise specified by Tenant in writing to Landlord within the Inspection
Period and except for latent defects not reasonably observable by Tenant, Tenant
shall be deemed to have accepted the Premises in their then condition. If, as a
result of such inspection, Tenant discovers minor deviations or variations from
the plans and specifications for Tenant's improvements which do not materially
affect Tenant's use of the Premises, Tenant shall, during the Inspection Period,
notify Landlord of such deviations. Landlord shall promptly repair all such
items. The existence of such items shall not postpone the Commencement Date of
this Lease or the obligation of Tenant to pay Rent.

        5. RENT: Commencing on the Commencement Date, Tenant shall pay without
notice the Rent, the Pass Through Expenses (as defined in Section 10(a) below)
and Additional Rent (as defined in Section 20(f)) without deduction


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or offset in lawful money of the United States in advance on or before the first
day of each month at Landlord's Notice Address set forth in Section 1(k) hereof,
or to such other party or at such other place as Landlord may hereafter from
time to time designate in writing. Rent, Pass Through Expenses and Additional
Rent for any partial month at the beginning or end of the Lease term shall be
prorated in proportion to the number of days in such month.

        6. SECURITY DEPOSIT:

               (a) CASH DEPOSIT. As security for the performance of this Lease
by Tenant, Tenant has paid to Landlord the Security Deposit as specified in
Section 1(i) hereof, receipt of which is hereby acknowledged. At Tenant's
election, all or part of the Security Deposit of $1,600,000 may be in the form
of a letter of credit, in which case the provisions of Section 6(b) below shall
apply. Landlord may apply all or any part of the Security Deposit to the payment
of any sum in default or any other sum which Landlord may be required or may in
its reasonable discretion deem necessary to spend or incur by reason of Tenant's
default. In such event, Tenant shall, within five (5) days of written demand
therefor by Landlord, deposit with Landlord the amount so applied. The amount of
the Security Deposit held by Landlord and not applied by Landlord under the
provisions of this Section 6 shall be repaid to Tenant within thirty (30) days
after the expiration or sooner termination of this Lease. Landlord shall not be
required to keep any Security Deposit separate from its general funds and Tenant
shall not be entitled to any interest thereon.

               (b) LETTER OF CREDIT

                      (i) Security Amount. Upon execution of this Lease, Tenant
shall provide Landlord with, and shall keep on deposit at all times during the
term hereof (except as provided in Section 6(b)(ii) below), a letter of credit
in the amount of $1,600,000 ("Credit Amount") to secure Tenant's performance of
its obligations under this Lease (the "Letter of Credit"). The terms of payment
to which Landlord may make a claim under the Letter of Credit are defined below.

                      (ii) Release Date. The Letter of Credit shall be
terminated at such time as Tenant provides Landlord with attestation from
DeLoitte & Touche LLP or another nationally recognized accounting firm approved
by Landlord, with such approval not being delayed or denied unreasonably, that
either (i) Tenant has maintained cash or cash equivalents totaling at least
$20,000,000 for at least six (6) consecutive calendar months; or (ii) Tenant has
earned a net profit from normal business operations for eight (8) consecutive
fiscal quarters ("Release Date"). Tenant shall provide Landlord with Tenant's
financial statements.

                      (iii) Reinstatement. If the Letter of Credit has been
released due to Tenant's satisfaction of the requirement stated in Section
6(b)(i) above and thereafter Tenant's cash or cash equivalents at any time total
less than $10 million, as determined by Tenant's audited financial statements,
Tenant shall provide Landlord with a new Letter of Credit in accordance with the
terms of this Section 6(b) in an amount equal to $1,600,000.

                      (iv) Terms of Payment. The Letter of Credit shall be
payable at sight, upon draft of Landlord, accompanied by the Letter of Credit
and


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a certificate signed by a duly authorized officer of Landlord that "Tenant has
committed an 'event of default' as defined in this Lease, as Tenant, beyond
applicable notice and cure periods." In such event, Landlord shall have the
right to draw the full amount of the Letter of Credit and use the proceeds, or
so much as is necessary, in payment of any rent or other sums due from Tenant
and in default hereunder, reimbursement of any expense incurred by Landlord, and
in payment of any damages incurred by Landlord by reason of Tenant's default.
Any proceeds of the Letter of Credit drawn by Landlord in excess of the amount
necessary to pay Landlord's expenses and damages incurred as a result of
Tenant's default shall be retained by Landlord as a cash Security Deposit in
accordance with the terms of Section 6(a) above.

                      (v) Term of Each Credit Facility. The first Letter of
Credit may be for a term less than the term of this Lease. The first Letter of
Credit shall be deposited with Landlord upon execution of this Lease, and any
subsequent Letter of Credit shall be deposited with Landlord no later than
forty-five (45) days prior to the expiration of the preceding Letter of Credit
unless the terms of 6 (b)(ii) have been met. Subject to 6(b)(ii), no Letter of
Credit shall have a term of less than one (1) year.

                      (vi) Actions Upon Non-Renewal. Notwithstanding Subsection
(v) above, upon Tenant's receipt of any notice from the issuing bank that it
will not renew or replace the Letter of Credit in the scheduled amount, as
required hereunder, for the succeeding period, Tenant shall promptly notify
Landlord of such notice and provide Landlord with a copy thereof. If such Letter
of Credit is not, in fact, renewed or replaced with a Letter of Credit from
another qualified issuer pursuant hereto not later than thirty (30) days prior
to expiration of such Letter of Credit, such event shall also be an event of
default hereunder, without the necessity of further written notice or time to
cure. If Tenant fails to renew or replace the then existing Letter of Credit
prior to such forty-five (45) day period, Landlord may draw upon such existing
Letter of Credit and hold such funds as a cash Security Deposit until a new
Letter of Credit in the amount required under the corresponding period as
outlined in the schedule set forth in Subsection (i) above has been provided to
Landlord, at which time Landlord shall return to Tenant without interest the
amount previously drawn against the prior Letter of Credit. Any draw upon a
Letter of Credit by Landlord pursuant to this Section shall not relieve Tenant
from its obligation to provide Landlord with a Letter of Credit in the
appropriate amount in future years.

                      (vii) Issuer. The Letters of Credit shall be issued by a
banking association reasonably acceptable to Landlord. The Letters of Credit
shall be assignable and transferable by Landlord.

                      (viii) Purpose of Credit Facility. Tenant acknowledges
that the Letters of Credit are intended to provide Landlord with the same


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unconditional and unhinderable access to such security as it would have if
Tenant were to deliver to Landlord cash funds as a Security Deposit.

        7. PARKING: Leasing of parking by Tenant shall be subject to such
reasonable rules and regulations as Landlord, the parking operator, or the City
of Seattle may publish from time to time. Tenant shall sign a parking contract
with the Landlord, the garage operator or the City of Seattle. Tenant shall
provide Landlord with thirty (30) days' written notice prior to the Commencement
Date of the monthly parking required by Tenant, up to the maximum number
specified in Section 1(j) and Tenant will rent the stalls throughout the term of
the Lease if required by Landlord's agreement with the parking operator.
Notwithstanding the foregoing, Tenant's right to park in the Pacific Place
shopping center parking garage shall be revoked if Landlord's right to those
spaces is terminated. In such event, Landlord shall use commercially reasonable
efforts to locate replacement parking for Tenant. Once Landlord has identified
the location and other applicable terms related to the two (2) parking stalls in
the garage yet to be identified, Landlord shall so notify Tenant in writing.

        8. USES: The Premises are to be used only for general office purposes
("Permitted Uses"), and for no other business or purpose without the prior
written consent of Landlord, which consent may be withheld if Landlord
determines that any proposed use is inconsistent with or detrimental to the
maintenance and operation of the Building as a first-class office building or is
inconsistent with any restriction on use of the Premises, the Building or the
Land contained in any lease, mortgage or other agreement or instrument by which
the Landlord is bound or to which any of such property is subject. Tenant shall
not commit any act other than a Permitted Use that will increase the then
existing rate of insurance on the Building without Landlord's consent. Tenant
shall promptly pay upon demand the amount of any increase in insurance rates
caused by any act or acts of Tenant. Tenant shall not commit or allow to be
committed any waste upon the Premises, or any public or private nuisance or
other act which disturbs the quiet enjoyment of any other tenant in the Building
or which is unlawful or which will cause any substantial noise, vibration, smoke
or fumes. If Tenant should disturb the quiet enjoyment of any other tenant in
the Building, Tenant shall provide adequate insulation or take other action as
necessary to eliminate the disturbance. Tenant shall comply with all laws
relating to its use or occupancy of the Premises and shall observe such
reasonable rules and regulations (not inconsistent with the terms of this Lease)
as may be adopted and made available to Tenant by Landlord from time to time for
the safety, care and cleanliness of the Premises or the Building, and for the
preservation of good order therein.

        9. SERVICES AND UTILITIES

               (a) STANDARD SERVICES. Landlord shall maintain the Premises and


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the public and common areas of the Building in good order and condition
consistent with the operation and maintenance of a first-class office building
in downtown Seattle, Washington. Landlord shall furnish the Premises with
electricity for normal office use, subject to the limitations set forth in
Exhibit B, paragraph I, including lighting and operation of low power usage
office machines, water and elevator service at all times during the term of the
Lease. Landlord shall also provide lamp replacement service for building
standard light fixtures, toilet room supplies, window washing at reasonable
intervals, and building janitorial service in accordance with the requirements
set forth on Exhibit C attached hereto. No janitorial service shall be provided
Saturdays, Sundays or legal holidays. The costs of any janitorial or other
service provided by Landlord to Tenant which are in addition to the services
ordinarily provided Building tenants shall be repaid by Tenant as part of the
Pass Through Expenses upon receipt of billings therefor.

               From 7:00 a.m. to 6:00 p.m. on weekdays and from 8:00 a.m. to
1:00 p.m. on Saturdays, excluding legal holidays ("Normal Business Hours"),
Landlord shall furnish to the Premises heat and air conditioning. If requested
by Tenant, Landlord shall furnish heat and air conditioning at times other than
Normal Business Hours and the Landlord's cost of providing such services, shall
be paid by Tenant as part of the Pass Through Expenses upon receipt of billings
therefor. During other than Normal Business Hours, Landlord may restrict access
to the Building in accordance with the Building's security system, provided that
Tenant shall have at all times during the term of this Lease (24 hours of all
days) reasonable access to the Premises.

               (b) INTERRUPTION OF SERVICES. Landlord shall not be liable for
any loss, injury or damage to person or property caused by or resulting from any
variation, interruption, or failure of such services due to any cause
whatsoever. No temporary interruption or failure of such services incident to
the making of repairs, alterations or improvements, or due to accident, strike
or other conditions or events shall be deemed an eviction of Tenant or relieve
Tenant from any of Tenant's obligations hereunder; provided, however, if such
interruption or failure shall continue for five (5) business days, Tenant's Rent
hereunder shall be thereafter equitably abated to the extent the Premises are
thereby rendered untenantable for Tenant's normal business operations until such
services shall be restored.

               (c) ADDITIONAL SERVICES. The Building Standard mechanical system
is designed to accommodate cooling loads generated by lights and equipment using
up to 6.2 VA per square foot. Before installing lights and equipment in the
Premises which in the aggregate exceed such amount, Tenant shall obtain the
written permission of Landlord. Landlord may refuse to grant such permission
unless Tenant shall agree to pay the costs of Landlord for installation of
supplementary air conditioning or electrical systems as


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necessitated by such equipment or lights.

               In addition, Tenant shall in advance, as part of the Pass Through
Expenses, on the first day of each month during the Lease term, pay Landlord the
actual costs incurred by Landlord in furnishing electricity for the operation of
such equipment or lights that exceed 6.2VA per square foot and the actual costs
incurred by Landlord for the operation and maintenance of supplementary air
conditioning units necessitated by Tenant's actual use of such equipment or
lights. Landlord shall be entitled to install and operate at Tenant's cost a
monitoring/metering system in the Premises to measure the added demands on
electrical, heating, ventilation and air conditioning systems resulting from
such equipment and lights and from Tenant's after-hours heating, ventilation and
air conditioning service requirements. Tenant shall comply with Landlord's
instructions for the use of drapes and thermostats in the Building.

               10. COSTS OF OPERATIONS AND REAL ESTATE TAXES

               (a) PASS THROUGH EXPENSES. In addition to the Rent stated in
Section 5 above, Tenant shall pay its pro rata share of operating costs and
taxes, as described below (the "Pass Through Expenses"). If Tenant is billed
directly by a provider of any of the Pass Through Expenses for its actual use,
Tenant shall pay the cost thereof directly to such provider. If Tenant is not
billed directly for any of such costs, Landlord shall pass such obligation
through to Tenant and Tenant shall pay such costs to Landlord. Upon Landlord's
request, Tenant shall pay its pro rata share of any of the Pass Through Expenses
directly to the provider thereof.

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

               "Operating costs" or "costs" shall mean all expenses of Landlord
for maintaining, operating and repairing the Land and Building and the personal
property used in connection therewith, including without limitation insurance
premiums, utilities, customary management fees and other expenses which in
accordance with generally accepted accounting and management practices would be
considered an expense of maintaining, operating or repairing the Building;
excluding, however: (i) costs of any special services rendered to individual
tenants for which a separate charge is collected; (ii) leasing commissions and
other leasing expenses; and (iii) costs of improvements required to be
capitalized in accordance with generally accepted accounting


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principles, except operating costs shall include amortization of capital
improvements made subsequent to initial development of the Building which are
designed with a reasonable probability of improving the operating efficiency of
the Building, provided that such amortization shall not exceed the reasonably
expected savings in operating costs, or which are reasonably responsive to
requirements imposed with respect to the Building under any amendment to any
applicable building, health, safety, fire or similar code ("code"), or any new
code, or any new interpretation of a code, which amendment, code or
interpretation is adopted after the Commencement Date of this Lease. In the
event the occupancy level of the Building for any year is not one hundred
percent (100%) of full occupancy, then the operating costs and taxes for such
year shall be proportionately adjusted by Landlord to reflect those operating
costs and taxes which would have occurred had the Building been one hundred
percent (100%) occupied during such year.

               "Tenant's pro rata share" shall mean a percentage determined by
dividing the rentable area of the Premises by: 1) the rentable area of the
Building for expenses relating to the entire Building; and 2) by the rentable
area of the office space in the Building for expenses relating solely to the
office portion of the Building. Landlord will provide an accounting of such
calculation to Tenant annually.

               "Year" shall mean the calendar year.

               (c) ESTIMATED COSTS. At the beginning of each year, Landlord
shall furnish Tenant a written statement of estimated operating costs and taxes
for such year and a calculation of Tenant's pro rata share of any such amount.
Tenant shall pay one-twelfth (1/12) of that amount as Pass Through Expenses for
each month during the year. If at any time during the year Landlord reasonably
believes that the actual costs or taxes will vary from such estimated costs or
taxes by more than five percent (5%), Landlord may by written notice to Tenant
revise the estimate for such year, and Pass Through Expenses for the balance of
such year shall be paid based upon such revised estimates.

               (d) ACTUAL COSTS. Within ninety (90) days after the end of each
year or as soon thereafter as practicable, Landlord shall deliver to Tenant a
written statement setting forth Tenant's pro rata share of the actual operating
costs and taxes during the preceding year. If the actual operating costs or
actual taxes, or both, exceed the estimates for each paid by Tenant during the
year, Tenant shall pay the amount of such excess to Landlord as part of the Pass
Through Expenses within thirty (30) days after receipt of such statement. If the
actual operating costs or actual taxes, or both, are less than the amount paid
by Tenant to Landlord, then the amount of such overpayment by Tenant shall be
credited against the next Rent payable by Tenant hereunder.


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               (e) RECORDS AND ADJUSTMENTS. Landlord shall keep records showing
all expenditures made in connection with operating costs and taxes, and such
records shall be available for inspection by Tenant. Operating costs and taxes
shall be prorated for any portion of a year at the beginning or end of the term
of this Lease. Notwithstanding this Section 10, the Rent payable by Tenant shall
in no event be less than the Rent specified in Section 1(h) hereof.

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

        11. CARE OF PREMISES: Landlord shall perform all normal maintenance and
repairs to the Premises which Landlord reasonably determines necessary to
maintain the Premises and the Building in good operating condition; provided
that Landlord shall not be required to maintain or repair any Property of Tenant
or any appliances (such as water heaters, refrigerators and the like) which are
part of the Premises. Tenant shall take good care of the Premises. Tenant shall
not make any alterations, additions or improvements ("Alterations") in or to the
Premises, or make changes to locks on doors, or add, disturb or in any way
change any plumbing or wiring ("Changes") without first obtaining the written
consent of Landlord and, where appropriate, in accordance with plans and
specifications approved by Landlord. Tenant shall reimburse Landlord for any
reasonable sums expended for examination and approval of architectural or
mechanical plans and specifications of the Alterations and Changes and direct
costs reasonably incurred during any inspection or supervision of the
Alterations or Changes. All damages or injury done to the Premises or Building
by Tenant or by any persons who may be in or upon the Premises or Building with
the express or implied consent of Tenant, including but not limited to the
cracking or breaking of any glass of windows and doors, shall be paid for by
Tenant.

        12. ACCESS: Tenant shall permit Landlord and its agents to enter into
and upon the Premises at all reasonable times for the purpose of inspecting the
same or for the purpose of cleaning, repairing, altering or improving the
Premises or the Building. Upon reasonable notice, Landlord shall have the right
to enter the Premises for the purpose of showing the Premises to prospective
tenants within the period of one hundred eighty (180) days prior to the
expiration or sooner termination of the Lease term.

        13.    DAMAGE OR DESTRUCTION:

               (a) DAMAGE AND REPAIR. If the Building is damaged by fire or any


                                       12
<PAGE>   13

other cause to such extent that the cost of restoration, as reasonably estimated
by Landlord, will equal or exceed thirty percent (30%) of the replacement value
of the Building (exclusive of foundations) just prior to the occurrence of the
damage, or if insurance proceeds sufficient for restoration are for any reason
unavailable, then Landlord may no later than the sixtieth day following the
damage, give Tenant a notice of election to terminate this Lease. In the event
of such election, this Lease shall be deemed to terminate on the third day after
the giving of such notice, and Tenant shall surrender possession of the Premises
within a reasonable time thereafter, and the Rent, Pass Through Expenses and
Additional Rent shall be apportioned as of the date of Tenant's surrender and
any Rent paid for any period beyond such date shall be repaid to Tenant. If the
cost of restoration as estimated by Landlord shall amount to less than thirty
percent (30%) of said replacement value of the Building and insurance proceeds
sufficient for restoration are available, Landlord shall restore the Building
and the Premises (with improvements substantially comparable in quality to the
improvements to the Premises originally provided by Landlord hereunder) with
reasonable promptness, subject to delays beyond Landlord's control and delays in
the making of insurance adjustments by Landlord. Notwithstanding the cost of
restoration, to the extent that the Premises are rendered untenantable, the Rent
shall proportionately abate commencing on the date of damage, except in the
event such damage resulted from or was contributed to, directly or indirectly,
by the act, fault or neglect of Tenant, Tenant's officers, contractors, agents,
employees, clients, customers or licensees, in which event Rent shall abate only
to the extent Landlord receives proceeds from any rental income insurance policy
to compensate Landlord for loss of Rent hereunder. No damages, compensation or
claim shall be payable by Landlord for inconvenience, loss of business or
annoyance arising from any repair or restoration of any portion of the Premises
or the Building.

               (b) DESTRUCTION DURING LAST YEAR OF TERM. In case the Building or
the Premises shall be substantially destroyed by fire or other cause at any time
during the last twelve (12) months of the term of this Lease, either Landlord or
Tenant may terminate this Lease upon written notice to the other within sixty
(60) days of the date of such destruction.

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

        14. WAIVER OF SUBROGATION: Whether the loss or damage is due to the
negligence of either Landlord or Tenant or any other cause, Landlord and Tenant
each hereby release and relieve the other, its agents or employees, from
responsibility for, and waive its entire claim of recovery for (i) any loss or
damage


                                       13
<PAGE>   14

to its real or personal property located anywhere in the Building, including the
Building itself, arising out of or incident to the occurrence of any of the
perils which are covered by its property and related insurance policies, and
(ii) any loss resulting from business interruption at the Premises or loss of
rental income from the Building, arising out of or incident to the occurrence of
any of the perils covered by any business interruption or loss of rental income
insurance policy held by it. Each party shall use best efforts to cause its
insurance carriers to consent to the foregoing waiver of rights of subrogation
against the other party. Notwithstanding the foregoing, no such release shall be
effective except to the extent the applicable insurance policy or policies shall
expressly permit such a release or contain a waiver of the carrier's right to be
subrogated.

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

        Landlord shall indemnify and hold Tenant harmless from and against all
liabilities, damages, losses, claims and expenses, including attorneys fees,
arising from any act, omission or negligence of Landlord or its officers,
contractors, licensees, agents or employees in or about the Building or
Premises. or from any breach or default under this Lease by Landlord. Landlord
shall not be liable for any loss or damage to persons or property sustained by
Tenant or other persons, which may be caused by theft, or by any act or neglect
of Tenant or any other tenant or occupant of the Building or any third parties.

        16. INSURANCE:

               (a) TENANT'S INSURANCE. Tenant shall, throughout the term of this
Lease and any renewal hereof, at its own expense, keep and maintain in full
force and effect, a policy of commercial general liability insurance including
contractual liability coverage insuring Tenant's obligations under Section 15,
insuring Tenant's activities upon , in or about the Premises or the Building
against claims of bodily injury or death or property damage or loss with a limit
of not less than Two Million Dollars ($2,000,000) combined single limit and what
is commonly referred to as "all risk" coverage insurance (excluding earthquake
and flood) on Tenant's leasehold improvements in an amount not less than one
hundred percent (100%) of the current replacement value thereof.


                                       14
<PAGE>   15

               (b) INSURANCE POLICY REQUIREMENTS. All insurance policies
required under this Section 16 shall be with companies reasonably approved by
Landlord and each policy shall provide that it is not subject to cancellation or
reduction in coverage except after thirty (30) days' prior written notice to
Landlord. Tenant shall deliver to Landlord upon the Commencement Date and from
time to time thereafter, certificates evidencing the existence and amounts of
all such policies.

        17. ASSIGNMENT AND SUBLETTING:

               (a) ASSIGNMENT OR SUBLEASE. Tenant shall not assign, mortgage,
encumber or otherwise transfer this Lease or sublet the whole or any part of the
Premises without in each case first obtaining Landlord's prior written consent.
Such consent shall not be unreasonably withheld except: (1) Landlord may
withhold its consent if in Landlord's judgment occupancy by any proposed
assignee, subtenant or other transferee: (i) is not consistent with the
maintenance and operation of a first-class office building due to the nature of
the proposed occupant's business or the manner of conducting its business or its
experience or reputation in the community, or (ii) is likely to cause
disturbance to the normal use and occupancy of the Building; (2) Landlord may
withhold in its absolute and sole discretion, consent to any mortgage,
hypothecation, pledge or other encumbrance of any interest in this Lease or the
Premises by Tenant or any subtenant, whereby this Lease or any interest therein
becomes collateral for any obligation of Tenant; and (3) Landlord may withhold
its consent to the extent Landlord determines necessary to comply with a
restriction on use of the Premises, the Building or the Land contained in any
lease, mortgage, or other agreement or instrument by which the Landlord is bound
or to which any of such property is subject. No such assignment, subletting or
other transfer shall relieve Tenant of any liability under this Lease. Consent
to any such assignment, subletting or transfer shall not operate as a waiver of
the necessity for consent to any subsequent assignment, subletting or transfer.
In lieu of granting any such consent, Landlord reserves the right to terminate
this Lease or, in the case of a subletting of less than all the Premises, to
terminate this Lease with respect to such portion of the Premises, as of the
proposed effective date of such subletting or assignment, in which event
Landlord may enter into the relationship of landlord and tenant with such
proposed assignee or subtenant based upon the Rent and other compensation and
terms agreed to by such subtenant or assignee and otherwise upon the terms and
conditions of this Lease. In addition, if during the first two years of the Term
Tenant enters into a sublease approved by Landlord, the term of which sublease
is two (2) years or more, Landlord shall be entitled to retain all consideration
payable by the subtenant under such sublease to the extent such consideration
exceeds the consideration payable by Tenant under this Lease with respect to the
area subleased, prorated based on the area subleased. In connection with each
request for an


                                       15
<PAGE>   16

assignment or subletting, Tenant shall pay $300.00 for the cost of processing
such assignment or subletting, including attorneys fees, upon demand of
Landlord. Tenant shall provide Landlord with copies of all assignments,
subleases and assumption instruments.

               If Tenant is a corporation or partnership, any transfer of this
Lease by merger, consolidation or liquidation, or any change in the ownership
of, or power to vote, a majority of its outstanding voting stock or partnership
interests shall constitute an assignment for the purpose of this Section 17. An
initial public offering and any subsequent offerings will not be considered an
assignment.

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

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


        18. SIGNS: Tenant shall not place or in any manner display any sign,
graphics, or any advertising matter anywhere in or about the Premises or the
Building at places visible (either directly or indirectly) from anywhere outside
the Premises without first obtaining Landlord's written consent thereto, such
consent to be at Landlord's sole discretion. Any such consent by Landlord shall
be upon the understanding and condition that, upon request of Landlord, Tenant
shall remove the same at the expiration or sooner termination of this Lease and
Tenant shall repair any damage to the Premises or the Building caused thereby.
Notwithstanding the foregoing, provided Tenant is not in default under this
Lease beyond any applicable notice and cure period, Tenant shall be entitled to
install and maintain, at Tenant's sole cost, exterior signage on Landlord's
exterior directory, consistent with Landlord's signage program for the Building.
Tenant realizes that this directory will be shared with other tenants of the
Building. All such signage shall comply with all applicable laws and codes and
be subject to Landlord's prior written approval, which Landlord may withhold in
its sole discretion, with respect to the size, location and design of such
signage.

        19. LIENS AND INSOLVENCY:

               (a) LIENS. Tenant shall keep its interest in this Lease and any
property of Tenant (other than unattached personal property) and the Premises,
the Land and the Building free from any liens or other encumbrances arising out
of any work performed or materials ordered or obligations incurred by or on
behalf of Tenant and hereby indemnifies and holds Landlord harmless from any
liability from any such lien, including, without limitation, liens arising from
any


                                       16
<PAGE>   17

work performed by or on behalf of Tenant pursuant to Exhibit B hereto. In
the event any lien is filed against the Building, the Land or the Premises by
any person claiming by, through or under Tenant, Tenant shall, upon request of
Landlord, at Tenant's expense immediately cause such lien to be released of
record.

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

        20. DEFAULT:

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

               (b) TENANT'S RIGHT TO CURE. Tenant shall have a period of five
(5) business days from the date of written notice from Landlord to Tenant within
which to cure any default in the payment of Rent, Pass Through Expenses,
Additional Rent or other sums due hereunder. Tenant shall have a period of
fifteen (15) days from the date of written notice from Landlord to Tenant within
which to cure and other default hereunder which is capable of being cured by
Tenant; provided, however, that with respect to any default capable of being
cured by Tenant but which cannot be cured within such fifteen (15) day period,
the default shall not be deemed to be uncured if Tenant commences to cure within
fifteen (15) days and for so long as Tenant is diligently prosecuting the cure
thereof.

               (c) ABANDONMENT. Abandonment means an absence from the Premises
of five (5) days or more while Tenant is in default or Landlord otherwise
reasonably determines that Tenant has abandoned the Premises and its interest
under this Lease. Abandonment by Tenant shall be considered a default with no
right to cure, allowing Landlord to reenter the Premises under Section 20(d).

               (d) LANDLORD'S REENTRY. Upon a default under this Lease by Tenant
and expiration of any applicable cure period, Landlord, at its option, may enter
the Premises or any part thereof, and expel, remove or put out Tenant or any
other persons who may be thereon, together with all personal property found


                                       17
<PAGE>   18

therein; and Landlord may terminate this Lease, or it may from time to time,
without terminating this Lease, relet the Premises or any part thereof for such
term or terms (which may be for a term less than or extending beyond the term
hereof) and at commercially reasonable rental or rentals and upon such other
terms and conditions as Landlord in its sole discretion may deem advisable, with
the right to repair, remodel and change the Premises, Tenant remaining liable
for any deficiency computed as provided in Section 20(e). In the case of any
default, reentry and/or dispossession by summary proceedings or otherwise, all
Rent, Pass Through Expenses and Additional Rent shall become due thereupon and
be paid up to the time of such reentry or dispossession, together with such
expenses as Landlord may reasonably incur for attorneys fees, advertising
expenses, brokerage fees and/or putting the Premises in good order or preparing
the same for re-rental, together with interest thereon as provided in Section
35(f) hereof, accruing from the date of any such expenditure by Landlord.

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


                                       18
<PAGE>   19

attorneys fees incurred by Landlord in the collection of the same.

               (f) NONPAYMENT OF ADDITIONAL RENT. All costs and expenses which
Tenant assumes or agrees to pay to Landlord pursuant to this Lease other than
Rent or Pass Through Expenses shall be deemed "Additional Rent" and, in the
event of nonpayment of Pass Through Expenses or Additional Rent, Landlord shall
have all the rights and remedies herein provided for in case of nonpayment of
Rent.

        21. PRIORITY: This Lease shall be subordinate to any first mortgage or
deed of trust now existing or hereafter placed upon the Land, the Building or
the Premises (and any other mortgage or deed of trust upon the written election
of Landlord), created by or at the instance of Landlord, and to any and all
advances to be made thereunder, and to interest thereon and all modifications,
renewals and replacements or extensions thereof ("Landlord's Mortgage"). Upon
request, Tenant shall attorn to the holder of any Landlord's Mortgage or any
person or persons purchasing or otherwise acquiring the Land, Building or
Premises at any sale or other proceeding under any Landlord's Mortgage. Tenant
shall properly execute, acknowledge and deliver documents which the holder of
any Landlord's Mortgage may require to effectuate the provisions of this Section
21.

        22. SURRENDER OF POSSESSION: Subject to the terms of Section 13 relating
to damage and destruction, upon expiration or sooner termination of this Lease,
Tenant shall promptly and peacefully surrender the Premises to Landlord in as
good condition as when received by Tenant from Landlord or as thereafter
improved, reasonable use, wear and tear excepted.

        23. REMOVAL OF PROPERTY: Tenant shall remove all of its movable personal
property and trade fixtures paid for by Tenant which can be removed without
damage to the Premises at the expiration or sooner termination of this Lease,
and shall pay Landlord any damages for injury to the Premises or Building
resulting from such removal; and all other improvements and additions to the
Premises shall thereupon become the property of Landlord.

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


                                       19
<PAGE>   20

Expenses or Additional Rent.

        25. HOLDOVER: If Tenant shall, with the written consent of Landlord,
hold over after the expiration of the term of this Lease, such tenancy shall be
deemed a month-to-month tenancy which may be terminated as provided by
applicable law. During such tenancy, Tenant shall be bound by all of the terms,
covenants and conditions herein so far as applicable, except rental which shall
be the greater of (a) the then quoted rates for similar space in the Building or
(b) the Rent, Pass Through Expenses and Additional Rent stated herein.

        26. CONDEMNATION:

               (a) ENTIRE TAKING. If all of the Premises or such portions of the
Building as may be required for the reasonable use of the Premises are taken by
eminent domain, this Lease shall automatically terminate as of the date title
vests in the condemning authority. In the event of a taking of a material part
of but less than all of the Building, where Landlord shall determine that the
remaining portions of the Building cannot be economically and effectively used
by it (whether on account of physical, economic, aesthetic or other reasons) or
where Landlord determines the Building should be restored in such a way as to
materially alter the Premises, Landlord shall forward a written notice to Tenant
of such determination not more than sixty (60) days after the date of taking.
The term of this Lease shall expire upon such date as Landlord shall specify in
such notice but not earlier than sixty (60) days after the date of such notice.

               (b) PARTIAL TAKING. Subject to the provisions of the preceding
Section 26(a), in case of taking of a part of the Premises, or a portion of the
Building not required for the reasonable use of the Premises, then this Lease
shall continue in full force and effect and the Rent shall be equitably reduced
based on the proportion by which the floor area of the Premises is reduced, such
Rent reduction to be effective as of the date title to such portion vests in the
condemning authority. If a portion of the Premises shall be so taken which
renders the remainder of the Premises unsuitable for continued occupancy by
Tenant under this Lease, Tenant may terminate this Lease by written notice to
Landlord no later than sixty (60) days after the date of such taking and the
term of this Lease shall expire upon such date as Tenant shall specify in such
notice not later than sixty (60) days after the date of such notice.

               (c) AWARDS AND DAMAGES. Landlord reserves all rights to damages
to the Premises for any partial, constructive, or entire taking by eminent
domain, and Tenant hereby assigns to Landlord any right Tenant may have to such
damages or award. Tenant shall make no claim against Landlord or the condemning
authority for damages for termination of the leasehold interest or interference
with Tenant's business. Tenant shall have the right, however, to claim and
recover from the condemning authority compensation for any loss to


                                       20
<PAGE>   21

which Tenant may be put for Tenant's moving expenses, business interruption or
taking of Tenant's personal property and leasehold improvements paid for by
Tenant (not including Tenant's leasehold interest) provided that such damages
may be claimed only if they are awarded separately in the eminent domain
proceedings and not out of or as part of the damages recoverable by Landlord.

        27. NOTICES: All notices under this Lease shall be in writing and
delivered in person or sent by registered or certified mail, postage prepaid, to
Landlord and to Tenant at the Notice Addresses provided in Section 1(j)
(provided that after the Commencement Date any such notice may be mailed or
delivered by hand to Tenant at the Premises and to Landlord's principal office
in the Building) and to the holder of any mortgage or deed of trust at such
place as such holder shall specify to Tenant in writing; or such other addresses
as may from time to time be designated by any such party in writing. Notices
mailed as aforesaid shall be deemed given on the date of such mailing.

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

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

        30. ESTOPPEL CERTIFICATES: Tenant shall, from time to time, upon written
request of Landlord, execute, acknowledge and deliver to Landlord or its
designee a written statement stating: The date this Lease was executed and the
date it expires; the date the term commenced and the date Tenant accepted the
Premises; the amount of minimum monthly Rent and the date to which such Rent has
been paid; and certifying to the extent true: That this Lease is in full force
and effect; that all conditions under this Lease to be


                                       21
<PAGE>   22

performed by the Landlord have been satisfied; that there are no claims,
defenses or off-sets which the Tenant has against the enforcement of this Lease;
that no Rent has been paid more than one month in advance; and such other
matters as Landlord may reasonably request. Any such statement delivered
pursuant to this paragraph may be relied upon by a prospective purchaser of
Landlord's interest or holder of any mortgage upon Landlord's interest in the
Building. If Tenant shall fail to respond within ten (10) days of receipt by
Tenant of a written request by Landlord as herein provided, Tenant shall be
deemed to have given such certificate as above provided without modification and
shall be deemed to have admitted the accuracy of any information supplied by
Landlord to a prospective purchaser or mortgagee and to have certified that this
Lease is in full force and effect, that there are no uncured defaults in
Landlord's performance, that the security deposit is as stated in the Lease, and
that not more than one month's Rent has been paid in advance.

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

        32. RIGHT TO PERFORM: If Tenant shall fail to pay any sum of money
required to be paid by it hereunder or shall fail to perform any other act on
its part to be performed hereunder, and such failure shall continue for ten (10)
days after notice thereof by Landlord, Landlord may, but shall not be obligated
so to do, and without waiving or releasing Tenant from any obligations of
Tenant, make such payment or perform any such other act on Tenant's part to be
made or performed as provided in this Lease, and any sums paid or incurred by
Landlord shall be immediately due and payable by Tenant to Landlord. Landlord
shall have (in addition to any other right or remedy of Landlord) the same
rights and remedies in the event of the nonpayment of sums due under this
Section 33 as in the case of default by Tenant in the payment of Rent.

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

        34. GENERAL:

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


                                       22
<PAGE>   23

               (b) HEIRS AND ASSIGNS. Subject to the provisions of Section 17
hereof, all of the covenants, agreements, terms and conditions contained in this
Lease shall inure to and be binding upon the Landlord and Tenant and their
respective heirs, executors, administrators, successors and assigns.

               (c) BROKERS.

                      1. Tenant hereby represents to Landlord that it has dealt
directly with and only with Parker Ferguson of Flinn Ferguson ("Broker") as a
broker in connection with this Lease. Tenant agrees to indemnify and hold
Landlord harmless from all claims of any brokers claiming to have represented
Tenant in connection with this Lease. Landlord agrees to indemnify and hold
Tenant harmless from all claims of any brokers claiming to have represented
Landlord in connection with this Lease. Landlord agrees to pay a brokerage
commission to Broker in accordance with the terms of a written commission
agreement between Landlord and Broker.

                      2. Agency Disclosure. At the signing of this Lease,
Tenant's agent, Parker Ferguson of Flinn Ferguson, represented (___) Landlord, (
X ) Tenant, or (__) both Landlord and Tenant. Each party signing this document
confirms that the prior oral and/or written disclosure of agency was provided to
such party in this transaction, as required by RCW 18.86.030(1)(g).

                      3. Landlord and Tenant, by their execution of this Lease,
each acknowledge and agree that they have timely received a pamphlet on the law
of real estate agency as required under RCW 18.86.030(1)(f).

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

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

               (f) OVERDUE PAYMENTS. In the event any Rent, Pass Through
Expenses, Additional Rent or other sums payable by Tenant under this Lease are
not paid within five (5) days after the date due, Tenant shall pay to Landlord
the greater of (i) interest on the overdue amount at a rate equal to three
percentage points above the prime rate of interest published or announced from


                                       23
<PAGE>   24

time to time by Seattle First National Bank, or its successor, or, in the
absence of an established prime rate, five percentage points over that bank's
rate for one year certificates of deposit, but not in excess of the highest
lawful rate permitted under applicable laws, calculated from the original due
date thereof to the date of payment; or (ii) a late payment fee equal to five
percent (5%) of the overdue amount to compensate Landlord for the administrative
and collection costs incident thereto.

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

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

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

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

               (k) BUILDING NAME. The Building will be known by such name as
Landlord may designate from time to time.


                                       24
<PAGE>   25

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

                    LANDLORD:         PINE STREET DEVELOPMENT L.L.C., a
                                      Washington limited liability company

                                      By:    RGHK SEATTLE L.L.C., a Washington
                                             limited liability company, Manager


                                             By:________________________________
                                                   Its__________________________



                      TENANT:                RIVALS.COM, INC., a Washington
                                             corporation


                                             By:________________________________
                                                   Its__________________________


                                       25
<PAGE>   26

STATE OF WASHINGTON   )
                      )  ss.
COUNTY OF KING        )

        THIS IS TO CERTIFY that on this ___ day of ______________, 1999, before
me, the undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared ____________________, to me known to
be the _____________ of RGHK SEATTLE L.L.C., a Washington limited liability
company, Manager of Pine Street Development L.L.C., the Washington limited
liability company that executed the within and foregoing instrument, and
acknowledged the said instrument to be the free and voluntary act and deed of
said limited liability company for the uses and purposes therein mentioned, and
on oath stated that _______________________ was authorized to execute said
instrument.

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

                              Printed Name:_____________________________________
                              Notary public in and for the state of Washington,
                              residing at_______________________________________
                              My appointment expires:___________________________

TENANT CORPORATE ACKNOWLEDGMENT


STATE OF WASHINGTON   )
                      )  ss.
COUNTY OF KING        )

        THIS IS TO CERTIFY that on this ___ day of ___________, 1999, before me,
the undersigned, a notary public in and for the state of Washington, duly
commissioned and sworn, personally appeared _________________, to me known to be
the __________________ of RIVALS.COM, INC., the corporation that executed the
within and foregoing instrument, and acknowledged the said instrument to be the
free and voluntary act and deed of said corporation for the uses and purposes
therein mentioned, and on oath stated that they were authorized to execute said
instrument, and that the seal affixed, if any, is the corporate seal of said
corporation.


                                       26
<PAGE>   27

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

                            Printed Name:_______________________________________
                            Notary public in and for the state of Washington,
                            residing at_________________________________________
                            My appointment expires:_____________________________


                                    EXHIBIT A

                             Floor Plan of Premises

                                 [See attached]


                                  Exhibit A-1
<PAGE>   28

                                    EXHIBIT B
                             FIFTH AND PINE BUILDING
                               TENANT IMPROVEMENTS
                                   RIVALS.COM


        I. IMPROVEMENTS PROVIDED BY LANDLORD Landlord agrees to provide the
following existing improvements to the Premises:

               A. Completed Public and/or Core Areas including:

                      (1) Plumbing: Men's restrooms, women's restrooms, and
drinking fountains installed in accordance with the plans and specifications for
the Building.

                      (2) Electrical: Total electrical service for each floor
shall include two (2) panels per floor with forty-two (42), single pull circuit
breakers, at twenty (20) ampere each, located in an electrical closet. Tenant's
total number of breakers for the Premises shall be determined by Tenant's
prorated share of total floor gross leasable area.

               B. Tenant's Usable Area as outlined in Exhibit A shall be
completed as follows:

                      (1) Walls: Core walls (equipment rooms, elevator shafts,
restrooms, mechanical shafts, stairs) to be sheetrocked and fire taped.
Perimeter walls will be insulated and have studs ready for dry wall.

                      (2) Floor: Existing concrete slab. Floor loading
capacities: fifty (50) pounds per square foot live load; twenty (20) pounds per
square foot partition load.

                      (3) Mechanical: The Building Standard mechanical system is
designed to accommodate cooling loads generated by lights and equipment up to
6.2 VA per square foot. If Tenant's design or use of the Premises results in
concentrated loads in excess of 6.2 VA per square foot (e.g., data processing
areas, conference rooms, and machine rooms), then any additional engineering
design and installation of mechanical and/or electrical equipment and/or
controls required to accommodate such excess shall be provided at Tenant's cost
pursuant to Section II of this Exhibit B.

                      (4) Fire Sprinklers: Existing fire protection grid to
Tenant's Usable Area.

                      (5) Fire Alarm Systems: System connection point


                                  Exhibit B-28
<PAGE>   29

provided on each floor.

                      (6) Columns: Columns will be the existing concrete columns
with existing plaster skimcoat, or GWB on metal stud enclosures patched to
receive Tenant's finish.

                      (7) Electrical: The building is designed for a total of
12.2 VA per square foot. It is broken down for the following: 1.2 VA /sf
lighting, 2.5 VA /sf for Non PC load, 2.5 VA /sf for PC load, and 6.0 VA /sf
heat load. If Tenant's design or use of the Premises results in power loads in
excess of 12.2 VA/sf capacity provided by Landlord, then any additional
engineering design and installation of electrical equipment and/or controls
required to accommodate such excess shall be provided at Tenant's cost pursuant
to Section II of this Exhibit B.

                      (8) Telephone: US West is providing one hundred,
sixty-five (165) pair.

                      (9) Ceiling: Providing existing ceiling grid hangers.

                      (10) Entry Access Card System: System connection point
provided on each floor.

                      (11) Signage: Building Standard directory signage at
building exterior and building lobby.

                      (12) Window Coverings: Building standard perimeter window
blinds will be installed on all windows.

        II. IMPROVEMENTS BY LANDLORD AT TENANT'S EXPENSE

               A. FREEZE PROTECTION MECHANICAL SYSTEM: Medium velocity
mechanical trunk duct and fan powered VAV boxes. VAV boxes installed one (1)
each per two thousand, five hundred (2,500) square feet. Electrical distribution
from electrical panels to VAV boxes.

               B. VAV BOXES: 25 VAV boxes, electric heat coils and controls
pre-purchased by Landlord on behalf of Tenant.

        III. IMPROVEMENTS BY TENANT Design and construction of all improvements
in the Premises beyond those listed in Section I of this Exhibit B shall be
provided at Tenant's expense. Landlord shall pay the cost of such additional
improvements up to an amount equal to thirty dollars ($30.00) per


                                  Exhibit B-29
<PAGE>   30

square foot of "Tenant's Rentable Area" as outlined on the floor plan(s) in
Exhibit A, for a total payment by Landlord of one million, three hundred and
three thousand, nine hundred and eighty-seven dollars ($1,303,987.00) ("Tenant
Improvement Allowance"). The Tenant Improvement Allowance shall be applied to
the cost of design and construction of such improvements including, but not
limited to: architectural and engineering design, doors, door frames, hardware,
paint, wall coverings, base, ceilings, lights, mechanical distribution,
diffusers, thermostats, sprinkler distribution, sprinkler heads, , fire
extinguishers and cabinets, telephone DATA and electrical outlets, light
switches, floor coverings, contracting fees, emergency lighting, exit signs,
fire alarm devices and all applicable permit fees and sales tax.

        The Tenant Improvement budget shall include construction management
services by Pine Street Development. Fee for such service shall be four percent
(4%) of total construction cost, including revisions (whether positive or
negative costs). Such construction manager shall obtain construction pricing
from Pine Street Development's General Contractor, obtain construction permits
and government approvals, and assume specific responsibility for delivery of the
Premises as defined in the Lease and the Exhibit B, provided Tenant shall have
met the drawing delivery dates herein.

        Tenant Interior Signage shall be provided by Tenant at Tenant's expense.
Landlord has designed a standard interior signage package which Tenant may elect
to use. Consult Landlord for design details.

        Fire Extinguishers: One (1) each fire extinguisher every three thousand
(3,000) square feet, maximum seventy-five (75) feet apart, strapped to columns.

        IV. BUILDING STANDARD IMPROVEMENTS Tenant shall use the following
Building Standard items: exterior window blinds (required by Landlord); door and
frames; hardware; lighting fixtures; and heating, ventilating, and air
conditioning, VAV boxes, electric heat distribution and controls, ceiling tile
and grid.


        V. DESIGN OF TENANT IMPROVEMENTS Tenant shall retain the services of a
qualified "Office Planner" licensed to practice architecture in the state of
Washington, approved by Landlord, to prepare the necessary drawings for
Schematic Plans and Final Construction Documents and timely supply the necessary
information to the Landlord's mechanical, electrical, and structural engineers
that allows them to complete their drawings. Landlord's engineers shall prepare
engineering Construction Drawings referred to in Section V(C) of this Exhibit B
for construction of the tenant improvements in Tenant's


                                  Exhibit B-30
<PAGE>   31

Usable Area. All Tenant's Plans shall be subject to approval of Landlord in
accordance with this Exhibit B.

        Tenant's Office Planner shall ensure that the work shown on Tenant's
Plans is compatible with the Building Shell & Core Plans, Building Code, laws
and that necessary Shell & Core Building modifications are included in Tenant's
Plans. Such modifications shall be subject to the Landlord's approval.

               A. On or before the indicated date below, at Tenant's expense,
Tenant shall supply to Landlord for review and approval with two (2)
reproducible copies and three (3) black line prints of the following Tenant
Plans. Landlord will pay for the cost of any additional drawings sets
reproduced.

               SCHEMATIC PLANS DELIVERY DATE: ____________________________ .

               The Schematic Plans due on this date shall be approved and signed
by Tenant and comply with the following paragraph.

               On this date, Tenant's Office Planner shall deliver to Landlord
for review fully dimensioned CAD architectural floor plans showing partition
layout, identifying each room with a number and each door with a number, for
construction estimating. The Schematic Plans must clearly identify and locate
(i) equipment requiring plumbing or other special or supplementary mechanical or
electrical systems, (ii) area(s) subject to above-normal floor loads, (iii)
special openings in the floor, (iv) and other major or special features. The
specific CAD system to be used shall be approved by Landlord for compatibility
with the other Building drawings.

               The Tenant's Office Planner shall indicate on the drawings or in
a Workletter, the scope of work, description of non-Standard Building finishes,
quantity of telephone and power outlets, quantity of HVAC zones required, and
quantity and type of light fixtures.

               B. On or before the indicated date below, at Tenant's expense,
Tenant shall supply Landlord with two (2) reproducible copies and three (3)
black line prints of the following Tenant Plans. Landlord will pay for the cost
of any additional drawings sets reproduced.

               CONSTRUCTION DOCUMENT DELIVERY DATE: __________________________

               On this date, Tenant's office planner shall deliver to Landlord
for


                                  Exhibit B-31
<PAGE>   32

review and approval Tenant approved Construction Documents which will
incorporate the Schematic Plans referenced in Section V (A) above, plus the
following additional information:

                      (1) Electrical and Telephone Outlets: Locate all power and
telephone requirements. Dimension each outlet from a corner and give height
above concrete slab for all critically located outlets. Identify all dedicated
circuits and identify all power outlets greater than 120 volts. For the
equipment used in these outlets which require dedicated circuits and/or which
require greater than one hundred, twenty (120) volts, identify the type of
equipment, the manufacturer's name and the manufacturer's model number, and
submit product literature for each piece of equipment. Also identify the
manufacturer's name of the Tenant's phone system and the power requirements,
size, and location of its processing equipment. Provide cut sheet on any special
equipment requiring plumbing.

                      (2) Reflected Ceiling Plan: Lighting layout showing
location and type of all Building Standard and non-Building Standard lighting
fixtures.

                      (3) Furniture Layout: Layout showing furniture location so
that Landlord's electrical engineer can review the location of all light
fixtures and plan for furniture power/cabling connection points. Also provide
furniture cut sheets and produce information to describe electrical coordination
needs.

                      (4) Additional Engineering Information: Information for
Tenant's atypical engineered plumbing, structural, electrical, and mechanical
needs.

                      (5) Any Non-Standard Building Finishes: Provide cut sheets
and material samples for Landlord review and approval.

                      (6) Millwork Details: These drawings shall include, but
not be limited to, construction details of all cabinets, paneling, trim,
bookcases, and door and jamb details for non-Building Standard doors and jambs.

                      (7) Keying Schedules and Hardware Information: This
information shall be in final form and include, but not be limited to, a Keying
Schedule indicating which doors are locked and which key(s) open each lock, plus
an "X" on the side of the door where the key will be inserted if a keyed door.
Complete specifications for all non-Building Standard hardware will also be
provided.


                                  Exhibit B-32
<PAGE>   33

                      (8) Room Finish and Color Schedule: This information shall
be in final form and include locations and specifications for all wall finishes,
floor covering and base for each room. If any revised finishes are determined,
then new specifications and samples shall be provided.

                      (9) Construction Notes and Specifications: Complete
specifications for every item included except those specified by the Landlord.

               Construction Documents are to be approved and signed by Tenant
and delivered to Landlord by the Construction Documents Delivery Date. Landlord
shall return one (1) signed set to Tenant for Tenant's records. Prior to issuing
Construction Documents, Final Engineering drawings shall be forwarded to
Tenant's Office Planner for review and coordination verification with
Construction Documents. Tenant's Office Planner shall incorporate Engineering
Drawings with Tenant's Construction Documents for transmittal to the General
Contractor.

               Tenant shall be responsible for delays and additional costs in
completion of the Tenant Improvements incurred as a result of changes made to
any of Tenant's Plans after the specified Plan Delivery Date, delays caused by
Tenant's failure to comply with the Plan Delivery Dates, delays caused by
Tenant's failure to provide adequate specifications or information for the
completion of Tenant's Plans, or by delays caused by Tenant's specification of
special materials.


        VI. CONSTRUCTION OF TENANT IMPROVEMENTS

               A. AUTHORIZATION TO PROCEED: Upon completion of Tenant's
Construction Documents and at the request of Tenant, Landlord shall provide to
Tenant written notice of the price for improvements beyond those listed in
Section I of this Exhibit B. Within five (5) business days of receipt of such
price, Tenant shall give Landlord written authorization to complete the Premises
in accordance with such Construction Documents. Tenant may in such authorization
delete any or all items of extra cost; however, if Landlord deems these changes
to be extensive, at its option, Landlord may refuse to accept the authorization
to proceed until all changes have been incorporated in the Construction
Documents signed by Tenant. Landlord will reprice the revised Construction
Documents and shall provide Tenant written notice of revised price. Tenant shall
provide Landlord with acceptance of the revised price within five (5) business
days of receipt of said price. In the absence of such written authorization to
proceed, Landlord shall not be obligated to commence work on the Premises, and
Tenant shall be responsible for any costs due to any resulting


                                  Exhibit B-33
<PAGE>   34

delay in completion of the Premises and as provided in Section 3(b) of the
Lease.

               The following step shall be followed by Tenant and Tenant's
Office Planner when requesting revisions or changes:

                      (1) Tenant and Tenant's Office Planner notify Landlord of
request for change.

                      (2) Tenant's Office Planner and Landlord discuss change
with contractors and engineers as appropriate, to determine most efficient
solution to revision.

                      (3) Upon agreement of the solution, Office Planner shall
prepare all plans and specifications necessary to show and explain the changes
from the approved Construction Documents, and shall deliver these documents to
the Landlord.

                      (4) Landlord shall obtain a written estimate for the cost
of engineering services and construction to incorporate the approved change.

                      (5) Landlord shall deliver the above engineering and
construction estimates along with an estimate of impact upon project schedule
(if any) in writing to the Tenant for approval within five (5) business days of
receipt of such estimate, Tenant shall give Landlord written authorization to
proceed. Tenant shall pay for the identified costs of the change within ten (10)
days of receipt of billing statement from Landlord.

               B. PAYMENTS: Prior to commencement of Tenant Improvements, if
there are improvements to be constructed at Tenant's cost, Tenant shall deposit
in Construction Escrow one hundred percent (100%) of any additional cost (the
"Additional Cost Deposit"). The Construction Escrow shall be invested pursuant
to Tenant's instructions so long as there are sufficient liquid funds available
to pay for the improvements to be constructed at Tenant's cost as they become
payable. If at any time during construction there are not sufficient liquid
funds available in the Construction Escrow or if the cost of improvements to be
constructed at Tenant's cost increase, Tenant shall deposit additional funds
into the Construction Escrow so that the Additional Cost Deposit equals one
hundred percent (100%) of the additional costs to be paid by Tenant. Tenant
shall approve the disbursements of funds within ten (10) days of receipt of the
monthly statement from Landlord. Such approval shall not be unreasonably
withheld and shall be limited to Tenant's verification that the sums disbursed
relate to improvements properly completed pursuant to the Tenant


                                  Exhibit B-34
<PAGE>   35

Improvement Plans and/or related documents.

               Landlord's contractor under contract with the Landlord shall
complete Tenant's improvements in accordance with Tenant's approved Construction
Documents. Payments for all improvements beyond those listed in Section I of
this Exhibit B, shall be paid proportionately from the Tenant Improvement
Allowance and the Additional Cost Deposit. Any costs above these amounts shall
be paid by Tenant paying within ten (10) days after receipt of monthly progress
statements from Landlord, the full amount of any further progress billings.
Final billing shall be rendered and payable within ten (10) days after
acceptance of the Premises by Tenant in accordance with the terms of the Lease.

               C. CONSTRUCTION DOCUMENT MODIFICATIONS: If Tenant approves any
revision price in writing, Landlord shall have such Construction Documents
changes made, and Tenant shall promptly pay Landlord for this cost. Promptly
upon completion of such changes in the Construction Documents, Landlord shall
notify Tenant in writing of the costs, if any, which shall be chargeable or
credited to Tenant for such change, addition or deletion. The cost for such
changes, whether chargeable or credited to Tenant, shall include a Construction
Management fee equal to fifteen percent (15%) of the amount of such change,
addition or deletion. In the absence of Tenant's approval, Landlord shall
proceed in accordance with the previously approved Construction Documents before
such change, addition or deletion was requested. In accordance with Section 3(b)
of the Lease, Tenant shall be responsible for any resulting delay in completion
of the Premises due to modification of Construction Documents. Tenant shall also
be responsible for any demolition work required as a result of the change.

               D. WARRANTY: Landlord warranties and guarantees the work for a
one (1) year period, commencing upon occupancy, Tenant acceptance, or
substantial completion, whichever comes first.

               E. TENANT'S ENTRY TO PREMISES: Tenant's entry to the Premises for
the purpose of Tenant planning for Construction by Tenant's agents, or any other
purpose, prior to the Commencement Date as specified in Section 3(a) of the
Lease shall be scheduled in advance with Landlord and shall be subject to all
the terms and conditions of the Lease, except the payment of Rent. Tenant's
entry shall mean entry by Tenant, its officers, contractors, Office Planner,
licensees, agents, servants, employees, guests, invitees, or visitors.

               F. TENANT'S TELEPHONE AND COMPUTER/DATA SERVICE: Tenant is
responsible for Tenant's telephone service, computer and data


                                  Exhibit B-35
<PAGE>   36

service, obtaining any applicable permits and related cabling. Tenant shall
select and coordinate installation of such communication and information
systems, and shall coordinate installation with the Landlord, pursuant to
Section 36 of the Lease.

        VII. IMPROVEMENTS CONSTRUCTED BY TENANT The terms "Tenant's Work" or
"Work" shall mean any work performed by Tenant, whether Tenant's initial Work or
Work subsequent thereto. IF ANY WORK IS TO BE PERFORMED IN CONNECTION WITH
TENANT IMPROVEMENTS ON THE PREMISES BY TENANT OR TENANT'S CONTRACTOR:

                             (a) such Work shall proceed upon Landlord's written
approval of (i) Tenant's contractor, (ii) insurance and additional insureds
satisfactory to Landlord carried by Tenant's contractor, (iii) detailed plans
and specifications for such Work, and (iv) amount of general conditions to be
paid by Tenant to Landlord for the services if any to be provided by Landlord's
contractor for Tenant's contractor; and

                             (b) all Work performed by Tenant or Tenant's
contractor shall be scheduled with Landlord and Landlord's Shell & Core
contractor as needed for jobsite coordination of activities. Tenant shall supply
Landlord with a written schedule describing the timing of its work activities;
and

                             (c) 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; and

                             (d) Tenant shall promptly reimburse Landlord for
costs incurred by Tenant due to faulty Work done by Tenant or its contractors,
or by reason of any delays caused by such Work, or by reason of inadequate
clean-up; provided that Tenant shall first have an opportunity to cure such
faulty Work; and

                             (e) prior to commencement of any Work on the
Premises by Tenant or Tenant's contractor, Tenant or Tenant's contractor shall
enter into an indemnity agreement and a lien priority agreement satisfactory to
Landlord and Landlord's lender(s) indemnifying and holding harmless Landlord and
Landlord's contractors for any liability, losses or damages directly or
indirectly from lien claims affecting the land, the Building or the Premises
arising out of Tenant's or Tenant's contractor's Work or that of subcontractors
or suppliers, and subordinating any such liens to the liens of construction and
permanent financing for the Building; and


                                  Exhibit B-36
<PAGE>   37

                             (f) Landlord shall have the right to post a notice
or notices in conspicuous places in or about the Premises announcing its
non-responsibility for the Work being performed therein; and

                             (g) Tenant to maintain good labor relations and all
Work by Tenant shall be done with union labor recognized by the AFL-CIO in
accordance with all union labor agreements applicable to the trades being
employed.

               A. TENANT'S ENTRY TO PREMISES: Tenant's entry to the Premises for
purpose of Tenant planning for Construction by Tenant's agents, or other
purpose, prior to the Commencement Date as specified in Section 3(a) of the
Lease shall be scheduled in advance with Landlord and shall be subject to all
the terms and conditions of the Lease, except the payment of Rent. Tenant's
entry shall mean entry by Tenant, its officers, contractors, Office Planner,
licensees, agents, servants, employees, guests, invitees, or visitors.

               B. COMMENCEMENT OF CONSTRUCTION: Tenant may not commence any Work
until this Lease has been fully executed, Landlord has approved Tenant's Working
Drawings, all required insurance certificates have been furnished to Landlord,
all building permits have been obtained, and Tenant has complied with all other
requirements herein and elsewhere in this Lease.

                      (1) A representative of Tenant and Tenant's contractor(s)
shall meet with Landlord at the Landlord's office prior to start of construction
to discuss construction-related items. Tenant's representative shall contact the
Landlord's Tenant Coordinator in advance to schedule said meeting at a mutually
satisfactory time.

                      (2) Without limitation to any provision of this Lease,
prior to commencement of any Work at the Premises Tenant shall furnish Landlord
the following:

                             (a) the names, addresses, representatives and
telephone numbers of the General Contractor and all subcontractors ("Tenant's
Contractors"); and

                             (b) Certificates of Insurance evidencing the
insurance required of Tenant and Tenant's General Contractor(s) as provided in
this Lease, including this Exhibit B; and

                             (c) a detailed construction schedule; and


                                  Exhibit B-37
<PAGE>   38

                             (d) "Construction Deposit": Tenant shall pay
Landlord the sum of Ten Thousand Dollars ($10,000.00) in cash upon execution of
this Lease as security to Landlord for Landlord's construction costs incurred in
preparing the Premises for Tenant's occupancy. If Tenant defaults under this
Lease, Landlord may apply these funds to offset Landlord's construction costs.

               The Construction Deposit shall be returned to Tenant upon
completion of all Tenant's Work in accordance with the approved Working
Drawings, provided Tenant owes no amounts to Landlord in connection with the
construction. If during construction, amounts are withdrawn from the
construction deposit for reasons described above, the Tenant shall promptly
replenish the deposit.

               C. CONSTRUCTION REQUIREMENTS:

                      (1) A copy of the executed contract between Tenant and
Tenant's General Contractor covering all of Tenant's obligations under this
Exhibit B; such contract shall be in form satisfactory to Landlord.

                      (2) Tenant's General Contractor's acknowledgment of
receipt of the Landlord's Tenant Contractor Manual.

                      (3) Proof that Tenant's General Contractor is licensed to
work in the State of Washington.

                      (4) A specific job-site safety program, as required by the
State of Washington.

                      (5) All Tenant's Contractors shall be union, bondable,
licensed contractors, having good labor relations, capable of working in harmony
with Landlord's General Contractor and other contractors in the Building.

                      (6) Tenant shall coordinate Tenant's Work with other
construction work at the Building, if any. Landlord specifically reserves the
right to approve Tenant's Contractor(s). If Landlord does not give Tenant such
approval with respect to any Contractor(s), Tenant shall contract with another
General Contractor and/or subcontractor(s), as the case may be, for the
completion of Tenant's Work.

                      (7) In addition to the items in paragraph C of this
Exhibit B, Landlord requires the following:


                                  Exhibit B-38
<PAGE>   39

                             (a) proof in form satisfactory to Landlord of
Tenant's financial ability to cause Tenant's Work to be completed and fully paid
for prior to opening for business; and

                             (b) Tenant's Work shall be subject to the
inspection of Landlord's representative when the Work is being performed; and

                             (c) Tenant's General Contractor shall maintain at
the Premises during construction a complete set of approved Working Drawings
bearing Landlord's approval stamp, a complete set of the City of Seattle's
approved permit drawings, original copies of necessary building permits,
Landlord's construction criteria, a copy of Landlord's Design Criteria, and an
updated project schedule.

                      (8) If any Work being performed by Tenant requires access
through the premises of any other Tenant (vacant or occupied) or otherwise will
affect any other premises or Common Area and Landlord has approved Tenant's
drawings illustrating such Work, Tenant shall be responsible for coordinating
such Work with such other Tenant and Landlord, restoring the Tenant's premises
to its original condition (or condition mutually agreed to between Landlord and
Tenant if adjacent Tenant premises is not yet occupied or adjacent premises is a
building Common Area) following the Work, and compensating said other Tenant or
Landlord for any costs incurred by them on account of such Work, including loss
of rent or income.

               D. TEMPORARY FACILITIES: The cost of any work performed by
Landlord on behalf of Tenant under this Exhibit, including any temporary
facilities provided, shall become due and payable in full within ten (10) days
after Tenant has been invoiced for same by Landlord.

                      (1) If not already available in the Premises, Tenant shall
provide temporary heat, air-conditioning, humidity control and ventilation for
the Premises during construction if Tenant desires the same.

                      (2) Tenant shall make the necessary temporary electrical
connections at a source designated by Landlord prior to beginning its Work at
the Premises so that it shall have electricity during its construction period.
Tenant shall pay for said electricity as billed by the electrical company or by
Landlord (as Landlord reasonably determines), as is applicable. The charge to
Tenant for Landlord's provided service will be eight hundred dollars ($500.00)
per month for each month or a portion of a month.

                      (3) If Tenant requires water service during construction


                                  Exhibit B-39
<PAGE>   40

and Landlord is able to provide it, Landlord shall do so at a designated
location and bill Tenant as Landlord reasonably determines.

                      (4) Tenant shall place all trash in trash containers at a
pick-up area or areas designated by Landlord. Tenant shall be responsible for
breaking down boxes as may be required. At Landlord's option, Tenant shall
contract with Landlord's contractor to furnish its own trash containers at
Tenant's cost or share a portion of the Landlord's Shell & Core dumpster
facilities at Tenant's cost or shall provide Tenant's own dumpsters.

                      (5) Tenant shall be solely responsible for removal from
Premises and legal disposal of any containers or material as part of Tenant's
Work considered as hazardous waste by the local sanitation authority, and Tenant
shall take all precautions to assure that such containers are not placed in
Landlord's disposal containers.

                      (6) Landlord may utilize a recycle bin refuse program and,
if made available to Tenant, Tenant shall take necessary precautions to sort
refuse and to prevent cross contamination of recycle containers.

                      (7) Tenant shall not permit trash to accumulate within the
Premises or in areas adjacent to the Premises, within Landlord's building, or
adjacent to Landlord's building. Should Landlord remove Tenant's trash from
these areas after providing twenty-four (24) hours advance notice to Tenant's
contractor, this work shall be performed at Tenant's expense.

                      (8) Tenant shall provide temporary sanitary facilities for
Tenant's use at Tenant's expense.

                      (9) Tenant shall take all necessary precautions to contain
construction "wash-up" liquids (such as grout wash, paint wash, etc.) and
prevent entry of such liquids into Landlord's sanitary or storm waste system.
Tenant's contractor shall prepare a construction "wash-up" program for approval
by Landlord. All construction wash-up shall be conducted at a location
designated by Landlord.

                      (10) In the event any of Tenant's direct hired utilize
Landlord provided conveyance systems, Tenant shall schedule usage of the
operated material hoist or elevators for conveyance of Tenant's materials and
pay for the cost thereof as determined by Landlord or Landlord's contractor.
Hours of usage shall be solely at the discretion of Landlord's General
Contractor, and all scheduling shall be conducted directly with Landlord's
General Contractor. Tenant shall coordinate all hoisting through Landlord's
designated


                                  Exhibit B-40
<PAGE>   41

representative for such purpose.

                      (11) Tenant shall make prior written request to Landlord's
designated representative for any overtime scheduling for freight hoisting.
Provided Landlord determines, at its sole discretion, that same is available,
Tenant shall pay for all overtime incurred during such special hoisting
period(s) in addition to the charge determined as set forth above.

                      (12) Tenant shall not perform any Work at the Premises
without temporary construction barricades to isolate the Premises from adjacent
Premises without protecting common areas. The barricade shall be constructed in
such a manner so as not to interfere with Landlord's construction and shall be
installed in accordance with Landlord's requirements. No signs shall be allowed
on any barricades or areas exposed to view outside the building Premises except
those, if any, provided by Landlord. Landlord shall have the right to remove any
nonpermitted signs without liability or prior notice.

                      (13) Upon completion of Tenant's initial Work, Tenant
shall notify the Landlord's Tenant Coordinator. Upon said notification,
Landlord's designated representative shall inspect the Premises and, if the
Premises are constructed in accordance with the approved Drawings, said
representative shall issue a Letter of Acceptance for the Premises. If Landlord
believes the Premises have not been constructed in accordance with the approved
Drawing, Landlord shall so notify Tenant or Tenant's Contractor. Tenant shall
not occupy the space prior to Landlord's issuance of a Letter of Acceptance.
Tenant shall furnish Landlord a copy of a Certificate of Occupancy for the
Premises before Tenant opens for business.

                      (14) All Work performed by Tenant during its construction
period, or otherwise during the Term, shall be performed so as to cause the
least possible interference with other tenants, Landlord's Shell & Core
contractor, and the operation of the building or adjacent buildings, and
Landlord shall have the right to impose reasonable requirements with respect to
timing and performance of the Work in order to minimize such interference. When
adjacent Tenant's Premises have opened for business, work causing noise, odor or
vibration outside the Premises shall be performed only during hours the adjacent
tenants at the Building are not open. Tenant shall take all precautionary steps
to protect its facilities and the facilities of others affected by the Work
(including Landlord's finishes in Common Areas) and shall police same properly.
Construction equipment and materials are to be located in confined areas, and
truck traffic is to be routed to and from the site as directed by Landlord so as
not to burden the construction or operation of the building or surrounding
areas. All Work shall be confined to the Premises. Tenant's direct hire
Contractors (if any) shall


                                  Exhibit B-41
<PAGE>   42

coordinate with Landlord's on-site representative for the delivery and removal
of its equipment and materials. Landlord shall have the right to order Tenant,
Tenant's General Contractor, or any of Tenant's subcontractor(s) who willfully
violate the above requirements to cease work and to remove its/their equipment
and employees from the building immediately.

                      (15) Tenant and/or Tenant's contractor shall take
precautions to protect adjacent tenants and tenants on common air distribution
systems from airborne dust, dirt and contaminants, VOC's (volatile organic
compounds such as paint thinner or varnish vapors) including, if necessary,
isolating or otherwise protecting Landlord's central air distribution and return
air systems (including return air plenum) from entry of these potential
contaminants.

                      (16) It is understood and agreed that Tenant's
contractor(s) shall perform said Work in a manner and at times that do not
impede or delay Landlord's Construction Manager/General Contractor in the
completion of the Premises as provided in the Lease, and that Tenant and its
contractor(s) shall not in the performance of Tenant's Work do anything that
tends to jeopardize the labor relations of others in the Building. Any delays in
the completion of the Premises or the commencement of the Lease term and any
damage to any work caused by Tenant's contractor shall be at the cost and
expense of Tenant.

               E. CONTRACTOR INSURANCE: Tenant shall cause its General
Contractor and all subcontractors to maintain during the construction period the
following insurance:

                             (a) commercial general liability insurance, with
limits of not less than six million dollars ($6,000,000.00) per occurrence (the
portion of such coverage over two million dollars [$2,000,000.00] may be
provided under an umbrella or excess liability policy), for personal injury,
bodily injury or death or property damage or destruction, arising out of or
relating to the contractor's work at or in connection with the Premises and
completed operations for one (1) year following job completion and shall provide
for a waiver of subrogation by the insurance company; and

                             (b) workers' compensation insurance with respect to
each contractor's workers at the site or involved in the Tenant's Work, in the
amount required by statute; and

                             (c) employer's liability insurance in the amount of
at least one million dollars ($1,000,000.00) per accident and at least one
million dollars ($1,000,000.00) for disease for each employee; and


                                  Exhibit B-42
<PAGE>   43

                             (d) comprehensive automobile liability insurance
covering all owned, hired or non-owned vehicles, including the loading and
unloading thereof, with limits of not less than two million dollars
($2,000,000.00) per occurrence (the portion of such coverage over one million
dollars [$1,000,000.00] may be provided under an umbrella or excess liability
policy); and

                             (e) builder's risk property insurance upon the
entire Tenant's Work to the full replacement cost value thereof.

                      (1) Landlord, Landlord's managing agent, and such other
parties as designated by Landlord, shall be additional insureds, naming
Owner/Landlord, Tenant, Landlord's General Contractor, and all subcontractors.

                      (2) All insurance required hereunder shall be provided by
responsible insurers rated at least A and X in the then current edition of
Best's Key Rating Insurance Guide and shall be licensed in the State of
Washington. Tenant shall provide, or cause its contractors to provide, such
certificates prior to any Tenant's Work being performed at the Premises. Such
certificates shall state that the coverage may not be changed or canceled
without at least thirty (30) day's prior written notice to Landlord.


                                  Exhibit B-43
<PAGE>   44

                                   EXHIBIT "C"

                             FIFTH AND PINE BUILDING
                               SEATTLE, WASHINGTON

BUILDING STANDARD CLEANING SPECIFICATIONS


SERVICE DESCRIPTION


A.  OFFICE AREAS

Nightly

1.      Sweep all resilient flooring using specially treated cloths to insure
        dust free floor. Damp mop composition flooring. Vacuum and spot clean
        carpeted areas and rugs. Rake shag carpeting, moving light furniture
        other than desks, file cabinets, etc. Damp mop and touch up flooring in
        traffic areas and pivot points.

2.      Empty and damp clean wastepaper baskets, ashtrays, receptacles, etc.,
        and insert protective plastic liners if provided or required.

3.      Clean cigarette urns and replace sand.

4.      Remove wastepaper and waste materials using special janitorial carriages
        to designated containers.

5.      Dust and wipe clean all furniture, fixtures, desks, filing cases,
        bookshelves, equipment, displays, and window sills with specially
        treated cloths; damp wipe telephones. Do not move tenant's materials.

6.      Dust baseboards, chair rails, trim, louvres, pictures, charts, etc.,
        within reach.

7.      Wash and sanitize drinking fountain and coolers.

8.      Wash sinks, toilets, and related plumbing fixtures.

9.      Clean mirrors and metalwork.

10.     Spot clean walls, switches, doors, ceilings, lights, etc.

11.     Dust and clean all window heating and cooling units.

12.     Check all doors and door frames for general cleanliness and remove
        scuffs and fingermarks.

As Necessary

1.      Clean interior glass partitions and doors.

2.      Machine-scrub flooring.

3.      Wash wastebaskets and ashtrays.

4.      Buff traffic areas and pivot points.

5.      Clean blinds, including tapes and cords.

Weekly

1.      Dust wood paneling.

2.      Sanitize telephones.

3.      Remove dust and cobwebs from ceilings.

Quarterly

1.      Damp wipe all ceiling grills and air intakes.

2.      Wash and apply one coat of approved floor finish to composition
        flooring.

3.      Vacuum upholstered furniture and drapes.


                                  Exhibit C-44
<PAGE>   45

4.      High dust walls, partitions, pictures, wall hangings, lighting fixtures,
        window frames, blinds and visible overhead pipes.

 Annually

1.      Clean blinds thoroughly.

2.      Clean light fixtures thoroughly.

3.      Clean walls and ceilings thoroughly.

4.      Wash exterior windows with approved methods and materials.

B. ENTRANCE LOBBIES:

 Nightly

1.      Clean entryway glass and metalwork.

2.      Sweep and wash all flooring, vacuum and spot clean carpeting.

3.      Clean cigarette urns or cigarette disposal units and trash containers.

4.      Clean walls.

5.      Clean doorknobs, kick plates, directional signs and door saddles.

6.      Clean telephones, telephone booth areas and mailbox areas.

7.      Clean directory.

8.      Vacuum foul weather carpet strips. Spot clean when necessary.

As Necessary

1.      Steam clean foul weather carpet, carpet strips and other carpeting.

2.      Machine scrub flooring; rinse with clear water.

3.      Clean lights, globes and fixtures.

4.      Dust down all metal.

5.      Rub down all metal.

6.      Add sand to cigarette disposal units.

C. LAVATORIES

Nightly

1.      Sweep and wash flooring with approved germicidal detergent solution.

2.      Wash and polish mirrors, powder shelves, dispensers, hand dryers,
        brightwork, etc., including flushometers, piping, and toilet seat
        hinges.

3.      Wash both sides of toilet seats, wash basins, bowls and urinals with
        approved germicidal detergent solution.

4.      Hand dust and spot wash all partitions, including top ledges and tile
        walls, dispensers, ceilings, light fixtures, switches and receptacles.

5.      Empty, clean and sanitize wastepaper and sanitary disposal receptacles.

6.      Clean and fill soap dispensers, sanitary napkins, toilet tissue, and
        paper towel dispensers.

7.      Remove wastepaper and refuse to designated trash area using special
        janitorial carriages.

8.      Insert plastic liners in waste receptacles.

Weekly

1.      Machine scrub floors, hand brush corners, and hand brush toilet edges
        with approved germicidal detergent solution.


                                  Exhibit C-45
<PAGE>   46

Monthly

1.      Wash partitions, tile walls, enamel surfaces with approved germicidal
        detergent solution.

2.      Dust light fixtures exteriors and all other surfaces not reached in
        nightly cleaning.

3.      Clean all ceiling vents and grills.

D. PUBLIC CORRIDORS, STAIRWELLS, SERVICE AREAS AND CONCOURSE

Nightly

1.      Vacuum and spot clean carpeting.

2.      Damp mop and spray buff terrazzo and tile floors.

3.      Sweep and damp mop concrete floors.

4.      Seep and damp mop stairwells and landings, washing walls when necessary.

5.      Clean baseboards of marks and wax buildup.

6.      Empty and clean ashtrays and sand urns; replace sand.

7.      Clean directories.

8.      Clean corridor glass and metalwork. Clean entryway glass and metalwork
        in Concourse.

9.      Spot clean walls, ceiling, lights, etc.

10.     Remove trash and debris.

11.     Clean and sanitize telephones and booth areas.

12.     Keep slop sink and closets clean and orderly.

13.     Keep electrical and telephone closets clean and free of storage.

14.     Clean and sanitize drinking fountains.

15.     Dust window ledges and blinds.

Weekly

1.      Clean all door vents.

Quarterly

1.      Seal terrazzo floors.

2.      Damp wipe all ceiling grills and air intakes.

3.      Wash light fixtures.

4.      Wash walls and ceiling in stairwells.

Semi-Annually

1.      Strip and wax stairs.

2.      Polish all metal, kickplates, etc., on all office, lavatory and closet
        doors.

Annually

1.      Seal stairwell stairs.

E. ELEVATORS

Nightly

1.      Clean floors.

2.      Clean walls, rails, and buttons.

3.      Clean and remove debris from ceiling.

4. Wash doors on both sides.

Monthly


                                  Exhibit C-46
<PAGE>   47

1.      Deep clean floors.

2.      Wash ceiling.

F. STOREROOMS, TRASHROOMS AND DOCKS

1.      Keep floors clean; wash and mop as necessary.

2.      Place trash in designated containers.

3.      Keep trash containers clean.

4.      Keep doors and fixtures clean.

5.      Keep janitorial supplies and equipment in designated areas.


                                  Exhibit C-47