EXHIBIT 10.13

                                  OFFICE LEASE

     In consideration of the rents and covenants set forth below,  this Lease is
made in duplicate  this 11th day of  September,  2003,  between the Roben Family
Limited  Partnership,  L.P., by and through Douglas R. Roben,  General  Partner,
hereinafter   referred  to  as  "Landlord,"   and   eAcceleration   Corporation,
hereinafter referred to as "Tenant."

                                    RECITALS

     A.   Landlord is owner of the real property  known as Olympic Place II, the
street address of which is 1050 Hostmark Street, Poulsbo, WA 98370, and which is
leased  for  commercial office space and legally described on Exhibit A attached
hereto.

     B.   Tenant  desires  to  take  possession of the leased premises hereunder
described for the purpose of a business office and  training  center  and for no
other business or purposes without the written consent of the Landlord.

                           LEASE TERMS AND CONDITIONS

     1.   Commencement of lease and occupancy:

     The Landlord  agrees that the premises  shall be made ready for  occupancy,
and the Tenant agrees to occupy the premises at the joint signing of this lease,
and to commence the payment of rent on January 1, 2004.

     2.   Premises:

     The  Landlord  hereby  leases and demises  unto the Tenant,  and the Tenant
hereby leases and takes from the Landlord, for the term, at the rental, and upon
the covenants and conditions hereinafter set forth, the office space referred to
herein as the  "premises,"  and  described  as Suite 204 of the second  level of
Olympic Place II consisting of approximately 1,568 square feet.

     3.   Term:

     The term of this lease shall commence upon the joint signing of this lease,
terminating  on the 31st day of  January  2007.  Rent shall not  commence  until
January 1, 2004.  If the Lease has been and  continues  to be in good  standing,
Tenant,  with one hundred  twenty (120) day written  notice to Landlord prior to
the expiration date of this Lease, shall have the option to renew this Lease for
additional  three year term under the same terms and conditions  except for rent
which shall be negotiated and agreed to ninety (90) days prior to the expiration
of this Lease.  If the parties  cannot  agree  within the time allowed then they
shall  agree on an  arbitrator  to set rent fr the renewal  term,  or failing to
agree on an  arbitrator,  either party may apply to the Kitsap  County  Superior
Court for the  designation of an arbitrator to set rent for the renewal term. If
the  Lease  has been and  continues  to be in good  standing,  Tenant,  with one
hundred twenty (120) day written notice to Landlord prior to the expiration date
of the first  option  period,  shall  have the  option to renew this Lease for a
second additional three year term under the same terms and conditions except for
rent  which  shall be  negotiated  and  agreed to ninety  (90) days prior to the
expiration of the first optioned period.  If the parties cannot agree within the
time allowed then they shall agree on an arbitrator to

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set rent for the  renewal  term,  or failing to agree on an  arbitrator,  either
party may apply to the Kitsap County  Superior  Court for the  designation of an
arbitrator  to set rent for the  renewal  term.  Tenant  shall have the right to
cancel this Lease  during the last two years of the initial term by providing at
least  six  (6)  months  written  notice  to  Landlord  and the  payment  of any
unamortized  leasing  commissions  and  tenant  improvements.  In the  event the
Landlord  for any  reason  is  unable  to  deliver  said  premises  on the  date
specified,  the Lease shall not be void or voidable, but rent shall be abated in
the proportion to the term delay in the availability of said premises. Inability
to  deliver  said  premises  on the date  above  stated  shall  not  effect  the
termination date as stated in this paragraph.

     4. Rent:

     Annual Rental:  Tenant shall pay to Landlord  during the term of this Lease
as rental for the premises the following:

     Year 1:  1/1/04 through 1/31/05        $2,600 per month (13 months)
     Year 2:  2/1/05 through 1/31/06        $2,680 per month
     Year 3:  2/1/06 through 1/31/07        $2,750 per month

All rental to be paid by Tenant to the Landlord  shall be in lawful money of the
United States of America and shall be paid without deduction or offset, prior to
notice  or demand at Roben  Family  Limited  Partnership,  L.P.,  PO Box  11547,
Bainbridge  Island,  WA 98110,  or at such other place as Landlord may hereafter
designate.  There will be a $130.00 late charge for any check received after the
10th of the month.  There will also be an interest charge of 1 1/2% per month on
any unpaid balance over 30 days.

     5. Costs of Operations and Real Estate Taxes:

     (a)  Definitions.  In  addition  to the Rent  provided  in Section 4 of the
Lease,  Tenant  shall  pay  to  Landlord  increases  under  this  Section  5  as
"additional rent," utilizing the following definitions:

          (i) "Operating Costs" shall mean:

              (1)  Taxes  on  real  property  and personal property; charges and
assessments  levied with respect to the Land,  the Building,  any  improvements,
fixtures and equipment,  and all other  property of Landlord,  real or personal,
used directly in the operation of the Building; and any taxes levied or assessed
in  addition  to or in lieu  of,  in whole or in part,  such  real  property  or
personal  property taxes, or any other tax upon leasing of the Building or rents
collected, but not including any federal or state income, estate, inheritance or
franchise tax; and

              (2)  All other expenses paid or incurred by Landlord for obtaining
services and products for maintaining,  operating and repairing the Building and
the  personal  property  used  in  conjunction   therewith,   including  without
limitation,  the costs of garbage  collection,  water,  sewer and other  utility
services,   electricity,   gas  and  other  similar  energy  sources,  supplies,
janitorial  and  cleaning  services,  window  washing,   landscape  maintenance,
services of independent  contractors,  compensation  (including employment taxes
and fringe  benefits) of all persons who perform  duties in connection  with the
operation,  maintenance  and repair of the Building,  its equipment and the Land
upon which it is situated,  insurance premiums, licenses, permits and inspection
fees,  customary  management fees,  legal and accounting  expenses and any other
expenses or charges  whether or not hereinabove  described,  which in accordance
with generally accepted accounting and

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management practices would be considered an expense of maintaining, operating or
repairing the Building, excluding or deducting, as appropriate:

               (A)  Costs of any special services rendered to individual tenants
(including Tenant) for which a special charge is collected;

          (ii)  "Lease year"  shall  mean  the  twelve-month  period  commencing
January 1 and ending December 31.

          (iii) "Actual Operating  Costs"  means  the  actual  expenses  paid or
incurred  by  Landlord  for  Operating  Costs  during any Lease Year of the term
hereof.

          (iv) "Actual  Operating  Costs  Allocable  to  the Premises" means the
tenant's  share of the Actual Operating Costs determined by multiplying Tenant's
Percentage of the Building by the Actual Operating Costs.

          (v) "Estimated  Operating  Costs  Allocable  to  the  Premises"  means
Landlord's  estimate of Actual Operating Costs Allocable to the Premises for the
following  Lease  Year  to  be  given  by Landlord to Tenant pursuant to Section
5(b)(i) below.

          (vi) "Base Service Year" shall be 2003. Because the space being leased
hereunder has been vacant, the parties agree that the base expenses, above which
Lessee shall pay, shall be 4.6% of the total building expenses for 2003.

     (b) Additional Rent for Estimated Increases in Operating Costs.

          (i) At  the beginning of each Lease Year after the Base Service Year,
during the term hereof, Landlord shall furnish Tenant a written statement of the
Estimated  Operating  Costs Allocable to the Premises for such Lease Year, and a
calculation of the Additional Rent as follows: One-twelfth (1/12) of the amount,
if any,  by which such amount  exceeds  the  Operating  Costs  Allocable  to the
Premises for the Base Service Year shall be Additional Rent payable by Tenant as
provided in Section 4 for each month during such lease Year.

          (ii) Within ninety (90) days after the close of each Lease Year during
the term  hereof  for  which an  estimated  statement  was  delivered  to Tenant
pursuant to subsection  (b) (i) above,  or as soon  thereafter  as  practicable,
Landlord  shall deliver to Tenant a written  statement  setting forth the Actual
Operating  Costs  Allocable to the Premises  during the preceding  Lease Year or
such  prorated  portion  thereof if this Lease  commenced or terminated on a day
other  than the  first or last day of a Lease  Year  (based  on a 365 day  Lease
Year).  If such  costs for any  Lease  Year  exceed  Estimated  Operating  Costs
Allocable  to the  Premises  paid by Tenant to Landlord  pursuant to  subsection
(b)(I),  Tenant  shall pay the amount of such excess to  Landlord as  Additional
Rent within thirty (30) days after receipt of such statement by Tenant.  If such
statement shows such costs to be less than the amount paid by Tenant to Landlord
pursuant to subsection  (b)(i),  then the amount of such  overpayment  by Tenant
shall be credited by Landlord to the next Rent payable by Tenant.

     (c) Determinations.  The  determination  of  Actual  Operating  Costs  and
Estimated  Operating  Costs allocable to the Premises shall be made by Landlord.
Landlord  or its agent  shall keep  records in  reasonable  detail  showing  all
expenditures  made  for the  items  enumerated  above,  which  records  shall be
available for inspection by Tenant at any reasonable time.

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     (d) Base Rent.  Notwithstanding  anything  to  the contrary in this Section
5, the Rent payable by Tenant shall in no event be less  than the Rent specified
in section 4 of this Lease.

     (e) Tenant's  Percentage of  the  Building.  4.6%  calculated  by  dividing
the areas of the Premises  (1,568  net  rentable square feet) by the area of the
Building (34,190) net rentable square feet).

     6. DEPOSIT:

        Tenant  shall deposit with Landlord upon execution of this lease the sum
of  $2,600.00  as  security  for  Tenant's  faithful   performance  of  Tenant's
obligations  hereunder.  If  Tenant  fails  to pay  rent or  other  charges  due
hereunder,  or otherwise  defaults with respect to any provisions of this lease,
Landlord may, without notice to Tenant,  use, apply or retain all or any portion
of said  deposit for the payment of any rent or other  charges in default or for
the payment of any other sum to which Landlord may become obligated by reason of
Tenant's default or to compensate Landlord for any loss or damage which Landlord
may suffer thereby,  including costs of storing Tenant's  personal property upon
execution of  termination  of this lease.  If Landlord so uses or applies all or
any portion of said  deposit,  Tenant shall  within five (5) days after  written
demand  therefore  deposit cash with Landlord | an amount  sufficient to restore
said  deposit to the full amount  hereinabove  stated,  The  deposit  referenced
herein  shall not be  maintained  in a  segregated  account  and will not accrue
interest  for the  benefit of the  Tenant.  If Tenant  performs  all of Tenant's
obligations  hereunder,  said deposit or so much thereof as has not  theretofore
been applied by Landlord shall be returned, without payment of interest or other
increment for its use, to Tenant (or at Landlord's option, to the last assignee,
if any, of Tenant's  interest  hereunder)  within  sixty (60) days of either the
expiration  of the term  hereof  or  after  Tenant  has  vacated  the  premises,
whichever is later.  Landlord  shall deliver the funds  deposited  herein to the
purchaser  of the  building,  in the  event the  building  is sold (or give such
purchaser a credit against the purchase price in the amount of such deposit) and
thereupon  Landlord shall be discharged from all further  liability with respect
to such deposit.

     7. SERVICES.

        The Landlord, so  long  as Tenant is not in default of any provisions of
this Lease, shall furnish the leased premises with a self-service  elevator, and
shall,  during the ordinary business hours provide heating and air conditioning,
water,  electrical  current for normal office  equipment,  and garbage pickup in
reasonable  amounts for office purposes.  Ordinary business hours are defined at
Monday through Friday, 7:30 am to 6:00 pm.

Janitorial  services and supplies for the leased  premises shall not be provided
by the  landlord  and shall be the  responsibility  of the Tenant.  The Landlord
shall not be liable for any losses or damages  caused by or  resulting  from any
interruption or failure of any municipal  utility  service,  or as the result of
mechanical  breakdown of  elevator,  heating or air  conditioning  due to causes
beyond the control or  responsibility  of the  Landlord,  and no such  temporary
interruption  or  temporary  failure  of such  services  incident  to  restoring
services to the  building or due to  accident or strike or other  conditions  or
events  not  under  Landlord's  control  or  responsibility,  shall be deemed an
eviction of the Tenant or relieve the Tenant of any of the Tenant's  obligations
hereunder.  (If Tenant uses more than normal power for office use due to special
equipment  or longer  than  regular  business  hours,  then  Tenant will pay the
difference in costs for said extra power use,)

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     8. ACCEPTANCE OF PREMISES AND REPAIRS:

        The  Tenant  accepts  the  premises  in its present condition except for
those items  specified in Addendum B. All normal  repairs  necessary to maintain
premises in a tenantable  condition  shall be done by or under the  direction of
the Landlord,  at Landlord's expense,  except those caused by negligence or acts
of Tenant,  his agents or invitees,  which repairs shall be made at sole cost of
Tenant.  Landlord shall be the sole judge of what repairs are necessary.  Tenant
will at all times keep the  premises  neat,  clean and in a sanitary  condition.
Except for reasonable wear and tear and damage by unavoidable  casualty,  Tenant
will at all times  preserve said premises in as good a repair as they now are or
may  hereafter  be put to.  Tenant  agrees  that  at the  expiration  or  sooner
termination of this Lease, Tenant will quit and surrender the said premises in a
neat and clean condition and will deliver up all keys belonging to said premises
to the Landlord or Landlord's agent.

     9. CARE OF PREMISES:

        The  Landlord  shall  not be called upon to make any improvements of any
kind upon said  premises.  The  premises  shall at all times be kept and used in
accordance  with the laws of the State of Washington  and ordinances of the City
of Poulsbo, and in accordance with all directions,  rules and regulations of the
health officer,  fire marshall,  building inspector,  or other proper officer of
the City of Poulsbo at the sole cost and  expense  of  Tenant,  and Tenant  will
permit no waste,  damage or injury to the  premises;  nor will  Tenant  maintain
anything  that might be  dangerous  to life or limb or to overload the floors or
permit any objectionable  noise or odor to escape from said premises,  or permit
anything to be done upon the leased premises in any way that will tend to create
a nuisance or to disturb any other tenant of the building,  or use or permit the
use of the premises for any illegal purpose.  The Landlord will make all repairs
they,  at  their  sole  discretion,  shall  deem  reasonably  necessary  for the
continued operation of the building unless otherwise provided in this agreement.

     10. ACCIDENTS:

         All  personal  property on said leased premises shall be at the risk of
Tenant.  Landlord  shall  not be  liable  for any  damage,  either  to person or
property,  sustained  by Tenant or  others,  caused by any  defects  now in said
premises  or  hereafter  occurring  therein,  or  due to  the  condition  of any
buildings hereafter erected to any part or appurtenance  thereof becoming out of
repair,  or caused by fire or by the bursting or leaking  water,  gas,  sewer or
steam pipes.  Tenant  agrees to defend and hold  Landlord and  Landlord's  agent
harmless from any and all claims arising out of Tenant's  negligence for damages
suffered  or  alleged to be  suffered  in or about the  leased  premises  by any
person,  firm or corporation.  Tenant shall defend,  indemnify and hold Landlord
harmless  from and against any claim,  loss,  expense or damage to any person or
property  in or upon  the  demised  premises  or any area  allocated  to or used
exclusively by the Tenant or its agents,  employees,  or invites  arising out of
Tenant's use or occupancy of said  premises,  or any act of neglect of Tenant or
Tenant's  servants,   employees,  or  agents,  or  any  change,   alteration  or
improvement made by Tenant in the demised premises,  including injury to persons
or damage to property occasioned in part but not wholly by defect in premises.

     11. USE:

         The  Tenant  shall  conduct and carry on in said premises, continuously
during the term hereof,  the business  for which said  premises are leased,  and
shall not use the  premises  for  lodging or sleeping  purposes,  or any illegal
purposes. The Tenant agrees that no stock of goods will be

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carried,  or anything  done in or about the  premises  which will  increase  the
present rate of insurance, provided, however, if the Tenant shall engage in such
business  with the  consent  of the  Landlord,  which  business  shall  increase
insurance  rates,  Tenant  shall pay such  increase.  The Tenant  agrees that no
hazardous  materials as defined in WAC 173-303 as currently adopted or as may be
amended and RCW 70.105D.020(5) will be handled, stored or disposed of within the
leased  premises  or common  areas of the  building.  Tenant  agrees that it has
determined  to  Tenant's  satisfaction  that  the  premises  can be used for the
purpose for which they are leased and waived any right to  terminate  this lease
in the event the premises cannot be used for such purposes or for any reason may
not be used for purposes during the term of this Lease.

     12. LIENS AND INSOLVENCY:

         Tenant  shall  keep  the  leased premises and the property in which the
leased  premises  are  situated,  free  from any liens  arising  out of any work
performed,  materials furnished or obligations  incurred by Tenant. In the event
Tenant  becomes  insolvent,  voluntarily  or  involuntarily  bankrupt,  or  if a
receiver, assignee or other liquidating officer is appointed for the business of
the Tenant, then the Landlord may cancel this Lease at Landlord's option.

     13. ASSIGNMENT:

         Tenant shall not assign this Lease or any part hereof and shall not let
or sublet the whole or any portion of the  premises  without  the prior  written
consent of Landlord or Landlord's  agent. Such consent shall not be unreasonably
withheld.  However,  Landlord may reasonably  consider the financial  condition,
nature of business  activities  and need for  modifications  to the  premises in
exercising its reasonable  decision to allow or disallow a proposed  assignment.
This  Lease  shall  not be  assignable  by  operation  of law.  If  Tenant  is a
corporation,   then  any   transfer   of  this  Lease  from  Tenant  by  merger,
consolidation  or  liquidation,  and any change in the ownership of, or power to
vote,  the  majority  of  its  outstanding  voting  stock  shall  constitute  an
assignment  for the purposes of this  paragraph.  Any  assignment  of this Lease
shall not extinguish or diminish the liability of the Tenant herein.  If consent
is once given by the Landlord to the  assignment of this Lease,  or any interest
herein,  Landlord shall not be bound from afterwards  refusing to consent to any
further assignment.

     14. ACCESS:

         Tenant  will  allow  Landlord  or  Landlord's  agent free access at all
reasonable  times to said  premises for the purpose of  inspection  or of making
repairs,  additions or  alterations  to the premises or any property owned by or
under  control of the  Landlord,  but this right  shall not be  construed  as an
agreement on the part of the Landlord to make repairs, additions or alterations.
The Landlord  shall have the right to show the premises to  prospective  tenants
during  business hours only for ninety (90) days prior to the expiration of this
Lease.

     15. POSSESSION:

         In  the event of the inability of Landlord to deliver possession of the
premises,  or any portion  thereof,  at the time of  commencement of the term of
this Lease, neither Landlord nor Landlord's agent shall be liable for any damage
caused  thereby,  nor shall this lease thereby  become void but can be voidable,
nor shall the term herein  specified be in any way extended,  but in such event,
Tenant  shall not be liable for any rent until such time as Landlord can deliver
possession  of the premises to the Tenant.  Tenant agrees to accept same at such
time and both Landlord and Tenant

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agree to be bound by all of the provisions and obligations hereunder during such
prior period, except that no rental shall be payable for such prior period.

     16. DAMAGE OR DESTRUCTION:

     In   the   event  that  the  premises  are  damaged to such an extent as to
render the same  untenantable  in whole or in a substantial  part thereof or are
destroyed so as to render the premises  untenantable for the stated purposes, it
shall be optional with the Landlord or Tenant to terminate this Lease. After the
happening  of any such  contingency,  the  Tenant  shall  give the  Landlord  or
Landlord's agent immediate  written notice thereof.  Landlord shall have no more
than 30 days after date of such  notification to notify the Tenant in writing of
Landlord's intentions to repair or rebuild said premises, or the part so damaged
as  aforesaid,  and if  Landlord  elects  to repair or  rebuild  said  premises,
Landlord  shall  prosecute  the work of such  repairing  or  rebuilding  without
unnecessary  delay and during such period,  the rent of said  premises  shall be
abated in the same ratio that the portion of the premises  rendered for the time
being unfit for occupancy shall bear to the whole of the leased premises. If the
Landlord  shall fail to give  notice  aforesaid,  and if the  remises  have been
rendered  untenantable  in whole or in substantial  part,  Tenant shall have the
right to  declare  this  lease  terminated  by written  notice  served  upon the
Landlord or Landlord's agent.

     In the event the building in which the premises  hereby  leased are located
shall be damaged  (even though the premises  hereby  leased shall not be damaged
thereby) to such an extent  that in the opinion of the  Landlord it shall not be
practicable  to repair or rebuilt,  or is  destroyed,  then it shall be optional
with the Landlord to terminate  this Lease by written  notice  served  within 30
days after such damage or destruction.

     If the  whole or any part of the  demised  premises  shall be  acquired  or
condemned by Eminent Domain for any public or quasi-public use or purpose,  then
and in that event, the term of the lease shall cease and terminate from the date
of title vesting in such proceeding and Tenant shall have no claim for the value
of any unexpired term of said lease.

     17. NOTICES:

     All notices to be given by the parties  hereby  shall be in writing and may
either be delivered:  (a)  personally,  or (b) by depositing  same in the United
State Mail,  postage prepaid,  regular mail and certified or registered mail. If
such notice is to be given to the Landlord, the notice shall be addressed to the
Landlord or Landlord's  agent.  If such notice is to be given to Tenant,  notice
may be  addressed to Tenant at the leased  premises or at such other  address as
Tenant may direct in writing.

     18. GOVERNMENTAL FEES (TAXES):

     The Tenant shall pay prior to delinquency  all taxes  assessed  against and
levied upon leasehold improvements,  fixtures,  furnishings,  equipment, and all
other personal property of Tenant contained in the premises or elsewhere. Tenant
shall cause said leasehold improvements, trade fixtures, furnishings,  equipment
and all other personal  property to be assessed and billed  separately  from the
real  property  of  Landlord.  If any of  Tenant's  personal  property  shall be
assessed  with  Landlord's  real  property,  Tenant  shall  pay  Landlord  taxes
attributable to Tenant within ten (10) days after receipt of written notice from
Landlord setting forth the taxes applicable to Tenant's property,  and if Tenant
fails to do so, Landlord may make such payment and the amount so paid,  together
with interest  thereon from the date paid shall be additional  rent and shall be
due and payable to

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Landlord on the next succeeding date on which a base rental installment is due.

     19.  SIGNS:

     All signs or symbols  placed in the  windows or doors of the  premises,  or
upon any  exterior  part of the  building by the Tenant  shall be subject to the
prior written approval of the Landlord or Landlord's  agent. Any signs so placed
on the premises  shall be so placed with the  understanding  and agreement  that
Tenant will remove same at the  termination  of the tenancy  herein  created and
repair any damage or injury to the premises caused thereby and if not so removed
by Tenant then Landlord may have same so removed and undertake  such repairs and
restorative work at Tenant's expense.

     20. ALTERATIONS:

         Tenant  shall   not   make   any  material  alterations,  additions  or
improvements,  including  painting,   in  said   premises  or  in  common  areas
without the prior consent of Landlord in writing, and all alterations, additions
and  improvements  which  shall be made shall be at the sole cost and expense of
Tenant, and shall become the property of the Landlord and shall remain in and be
surrendered  with the  premises  as a part  thereof at the  termination  of this
Lease, without  disturbance,  molestation or injury. If the Tenant shall perform
work with the consent of the Landlord as aforesaid, Tenant agrees to comply with
all laws,  ordinances,  rules and  regulations  of the City of  Poulsbo,  Kitsap
County, or any other authorized  public authority.  The Tenant further agrees to
save the Landlord free and harmless from damage,  loss or expense arising out of
the said work.  Tenant agrees that Landlord has the right,  though not the duty,
to make  alterations  to the  premises and to the building in which the premises
are situated, and Landlord shall not be liable for any damage which Tenant might
suffer by reason of such  undertaking.  See  Addendum B for  Tenant  improvement
provisions.

     21. DEFAULT AND RE-ENTRY:

     If Tenant  fails to keep or perform any  covenants  and  agreements  herein
contained, then the same shall constitute a breach hereof, and if Tenant has not
remedied such breach within three (3) business days after written notice thereof
with respect to monetary  obligations  of Tenant,  and within ten (10)  calendar
days after written  notice with respect to  nonmonetary  obligations  of Tenant,
then Landlord may, at its option, without further notice or demand:

     (a) Cure such breach for the account and at the expense of Tenant, and such
expense shall be deemed additional rent due on the first of the following month;
or

     (b) re-enter the premises, remove all persons therefrom, take possession of
the premises and remove all equipment, fixtures and personal property therein at
Tenant's  risk  and  expense,  and (1)  terminate  this  lease,  or (2)  without
terminating  the  lease or in any way  affecting  the  rights  and  remedies  of
Landlord  or the  obligations  of  Tenant,  relet  the  whole or any part of the
premises,  as agent for Tenant, upon such terms and conditions and for such term
as Landlord may deem advisable, in which event the rents received shall first be
applied to the costs and expenses of reletting,  including necessary repairs and
removal of Tenant's  improvements and any real estate commission  incurred,  the
balance  of such rent  shall be  applied  toward  payment  of all sums due or to
become due to Landlord  hereunder,  and Tenant shall pay monthly to Landlord any
deficiency; however, Landlord shall not be required to pay any excess to Tenant.
For purposes of determining

                                       8

<PAGE>

such deficiency, monthly percentage rent shall be included by taking the average
percentage rent during the 12 months preceding the default or breach by Tenant.

     The failure of Landlord to terminate  this lease at any time for the breach
of any of the terms hereof shall be deemed only an indulgence  by Landlord,  and
shall not be construed to be a waiver of rights of Landlord as to any  continued
or subsequent  breach.  All past due amounts owing to Landlord  under this lease
including  rent  shall be  assessed  interest  at an annual  percentage  rate of
eighteen  percent  (18%)  from  the date due or date of  invoice,  whichever  is
earlier,  until paid, and shall be in addition to the late charge  referenced in
paragraph 4 of this lease.

         The above remedies are cumulative and in addition to any other remedies
now or hereinafter allowed by law or elsewhere provided in this lease.

     22. COSTS AND ATTORNEYS FEES:

         If  by  reason  of  any  default  on  the part of the Tenant it becomes
necessary for the Landlord to employ an attorney or in case Landlord shall bring
suit to recover any rent due  hereunder,  or for breach of any provision of this
Lease or to recover possession of the leased premises,  or if Tenant shall bring
any action for any relief against  Landlord,  declaratory or otherwise,  arising
out of this Lease, the prevailing party shall have and recover against the other
party in addition to the cost allowed by law,  such sum as the court may adjudge
to be a  reasonable  attorney's  fee.  In the event the Tenant  defaults  in the
payment  of  rental,  the  Tenant  agrees to pay for the cost of any  collection
agency, or attorney, employed by the Landlord.

     23. REMOVAL OF PROPERTY:

         Upon court order or abandonment, in the event of any entry in or taking
possession of, the leased  premises,  the Landlord shall have the right, but not
the obligation, to remove from the leased premises all personal property located
therein, and may store the same in any place selected by Landlord, including but
not limited to a public warehouse or other space owned or controlled by Landlord
or  managed by agent,  at the  expense  and risk of the owners of such  personal
property,  and the expense  and/or  risk of Tenants  with the right to sell such
stored property, without notice to Tenant, after it has been stored for a period
of thirty (30) days or more,  the proceeds of such sale may be applied  first to
the cost of such sale, second to the payment of the charges for storage, if any,
and  third to the  payment  of other  sums of money  which  may then be due from
Tenant to Landlord  under any of the terms  hereof,  the balance,  if any, to be
paid to Tenant.  Tenant  hereby waives all claims for damages that may be caused
by  Landlord's  re-entry  and taking  possession  of the remises or removing and
storing the property of Tenant as provided in this Lease, and will hold Landlord
harmless from loss, costs or damage occasioned by Landlord thereof,  and no such
reentry shall be considered or construed to be a forcible entry.

     24. NON-WAIVER OF BREACH:

     The failure of the Landlord or Tenant to insist upon strict  performance of
any of the  covenants and  agreements  of this Lease,  or to exercise any option
herein  conferred in any one or more  instances,  shall not be construed to be a
waiver or relinquishment of any such, or any other covenants or agreements,  but
the same shall be and remain in full force and effect.

                                       9

<PAGE>

     25. HEIRS AND SUCCESSORS:

     Subject to the provisions  hereof  pertaining to assignment and subletting,
the  covenants  and  agreements  of this Lease shall be binding  upon the heirs,
legal  representatives,  successors  and  assigns  of any or all of the  parties
hereto.

     26. HOLDOVER:

     If the Tenant shall, with the written consent of Landlord,  hold over after
the  expiration  of the  terms  of this  Lease,  such  tenancy  shall  be for an
indefinite  period of time on a month-to-  month  tenancy,  which tenancy may be
terminated  as  provided  by eh Laws of the  State of  Washington.  During  such
tenancy,  Tenant  agrees  to pay to the  Landlord  the same  rental as set forth
herein unless the Landlord shall, upon 20 days notice,  notify Tenant in writing
of an adjustment in rent claimed  during such  holdover  tenancy,  in which case
such  adjusted  rent shall be effective on the first day of the month  following
the twenty  (20) days  notice  period.  Tenant  agrees to be bound by all of the
terms, covenants and conditions as herein specified, so far as applicable.

     27. SUBORDINATION:

     This Lease is subject and is hereby  subordinated to all present and future
mortgages,  deed of trust, and other encumbrances affecting the demised premises
of the property of which said premises are a part.  The Tenant agrees to execute
at no expense to the Landlord any documentation  reasonably necessary to further
effect  the  subordination  of this  Lease  to any  mortgage,  deed of  trust or
encumbrances. Tenant hereby irrevocably appoints and constitutes the Landlord as
the true and  lawful  attorney  of the  Tenant  at any  time for  Tenant  and in
Tenant's name,  place and stead, to execute proper  subordination  agreements to
this effect.

     28. ESTOPPEL CERTIFICATES:

     Tenant shall, within five (5) business days following written notice by the
Landlord,  execute,  acknowledge  and  deliver to the  Landlord a  statement  in
writing  certifying  that this Lease is unmodified  and in full force and effect
(or, if there have been modifications, that the same is in full force and effect
as modified and stating the modifications),  and the dates to which the rent and
other payments due hereunder from the Tenant have been paid in advance,  if any,
and stating whether or not to the best knowledge of the Tenant,  the Landlord is
in default in the performance of any covenant,  agreement or condition contained
in this Lease,  and, if so, specifying each such default of which the signer may
have knowledge.

     29. MUTUAL WAIVER OF SUBROGATION:

     Landlord  and Tenant  shall each  procure an  appropriate  clause in, or an
endorsement on, any policy of fire or extended coverage  insurance  covering the
Premises and the Olympic Place II Building, and the personal property, fixtures,
and  equipment  located in or on the  Premises,  pursuant to which the insurance
companies  waive  subrogation  or  consent to waiver of right of  recovery,  and
conditioned  upon either  party to this Lease  having  obtained  such clauses or
endorsements  or  waiver  of  subrogation  or  consent  to a waiver  of right to
recovery,  such party hereby  agrees that it shall not make any claim against or
seek to recover  from the other for any loss or damage to its  property,  or the
property  of the other,  resulting  from fire or other  hazards  covered by such
insurance,  notwithstanding other provisions of this Lease;  provided,  however,
that  the  release,  discharge,  exoneration  and  covenant  not to  sue  herein
contained shall be limited by the terms and provisions

                                       10

<PAGE>

of the waiver of subrogation  clauses or endorsements  consenting to a waiver of
right to recovery,  and shall be coextensive  therewith.  If either  Landlord or
Tenant is  unable to obtain  such a clause  or  endorsement,  such  party  shall
promptly give the other party notice of such inability.


     30.  BROKER:

     Tenant  and  Landlord  each  warrant  to the  other  that  they have had no
dealings  with any  broker  or agent in  connection  with this  Lease,  and each
covenants to pay, hold harmless and indemnify the other from and against any and
all cost,  expense or  liability  claimed by any broker or agent with respect to
this Lease or the negotiation thereof with whom they had dealings,

     31.  INSURANCE:

     Tenant  agrees  that  during  the  term  of  this Lease, and for any option
periods  thereafter,  Tenant,  at his sole cost and expense,  and for the mutual
benefit of Landlord and Tenant,  shall carry and maintain the following types of
insurance for the premises Leased in the amounts specified.

     a) Bodily Injury and Property  Damage  Liability  Insurance with a combined
single  limit  for  bodily   injury  and  property   damage  of  not  less  than
$1,000,000.00.

     b) Fire and Extended Coverage Insurance,  including vandalism and malicious
mischief  coverage,  in an  amount  equal to the full  replacement  value of all
fixtures, furniture and improvements installed by or at the expense of Tenant.

     The  aforementined  minimum  limits  policies  shall in no event  limit the
liability of Tenant hereunder. The aforesaid insurance shall name Landlord as an
additional  insured.  Said insurance shall be with companies  having a rating of
not less than AAA in "Best's  Insurance  Guide."  Tenant shall  furnish from the
insurance companies or cause the insurance companies to furnish  certificates of
coverage. No such policy shall be cancelable or subject to reduction of coverage
or other  modification  or  cancellation  except  after  thirty  (30) days prior
written  notice to Landlord by the  insurer.  All  policies  shall be written as
primary policies and not as contributing policies and shall not be written so as
to provide  coverage  only in excess of coverage  which the  Landlord may carry.
Tenant  shall,  at  least  twenty  (20)  days  prior to the  expiration  of such
policies,  furnish  Landlord  with  renewals or binders.  Tenant  agrees that if
Tenant does not take out and maintain  such  insurance,  Landlord may (but shall
not be required to) procure said insurance on Tenant's  behalf and charge Tenant
the premiums together with a twenty-five percent (25%) handling charge,  payable
upon  demand.  Tenant shall have the right to provide  such  insurance  coverage
pursuant to blanket  policies  obtained by Tenant provided such blanket policies
expressly  afford  coverage  to the  premises  and to Tenant as required by this
Lease.

     32. LANDLORD'S LIMITED LIABILITY:

     Notwithstanding  any  provision  in  this  Lease   to   the  contrary,  all
obligations, covenants and agreements made by the Landlord are intended to
personally bind the Landlord of the Landlord's assets, except for the Landlord's
interest in the property of which the leased premises are a part,  but,  rather,
are made and intended for the purpose of binding only the Landlord's interest in

                                       11

<PAGE>

the  property of which the leased  premises  are a part.  Redress for any claims
against the Landlord under this Lease shall only be made against the Landlord to
the  extent of the  Landlord's  interest  in the  property  of which the  leased
premises are a part. No personal liability or personal responsibility is assumed
by, nor shall at any time be asserted or enforceable against, the Landlord,  its
partners,  its  board of  directors  and  officers,  as the case may be,  or any
shareholders,  employees,  agents, heirs, legal  representative,  successors and
assigns on account of this Lease,  or on account of any covenants,  undertakings
or agreements with the Landlord contained in this Lease.

     33.  CAPTIONS:

     Paragraph  headings are for  convenience  and ease of reference,  and shall
neither  be deemed  part of the  paragraph  or  considered  in the  construction
thereof.

     34.  INCORPORATION:

     All  Exhibits  referred  to  in  this  Lease, all materials referred to and
incorporated in said Exhibits shall be incorporated herein by such reference.

     35. CONDITIONS OF OCCUPANCY:

     Tenant  agrees  to  abide  and be bound by the following rules and policies
of the Landlord, which shall be considered  as  covenants  of this Lease and are
listed as Addendum A.

     IN  WITNESS  WHEREOF,  the  Landlord  and  Tenant  have  signed, sealed and
executed the Lease, the day and year first above written.

TENANT:                                  LANDLORD:

eACCELERATION CORPORATION                ROBEN FAMILY LIMITED PARTNERSHIP, L.P.


By       /s/ Clint Ballard               By    /s/ Douglas R. Roben
   --------------------------------         -----------------------------------
   Clint Ballard, CEO                       Douglas R. Roben, General Partner


STATE OF WASHINGTON         )
                            ) ss.
COUNTY OF KITSAP            )

         On this _____ day of ________________, 2003, before me personally
appeared DOUGLAS R. ROBEN, to me known to be the General Partner of the Roben
Family Limited Partnership, L.P., who 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 he was authorized to execute said instrument.

         Given under my hand and official seal the day and year first above
written.


                                      -------------------------------------
                                      NOTARY PUBLIC in and for the state of
                                      Washington, residing at
                                                            -------------------
                                      My Commission Expires:
                                                            -------------------
                                      Print Name:
                                                  -----------------------------

                                       12

<PAGE>

ADDENDUM A

         Light and Air
         a)   This Lease does not grant or purport to grant any rights to access
to Light or air over  property,  and this  Lease  does not  warrant  or  protect
against  interferences  with  light  or  air  in  the  Leased  premises  by  and
construction upon adjacent, abutting or nearby property.

         Admittance by Pass-Key
         b)   The Landlord shall not be liable for the consequences of admitting
by  pass-key  or  refusing  to admit to said  premises  the Tenant or any of the
Tenant's agents or employees.  No lock or alarm shall be put on any door without
the written  consent of Landlord and Landlord  will be given access codes to any
alarm.

         Electrical Installations
         c)   Tenant  shall  not  without written consent of Landlord operate or
install any  electrical  equipment  or  machinery  (other than  ordinary  office
equipment),  or replace or move any electric light fixtures  provided;  however,
that with the consent of Landlord, Tenant may replace building light fixtures of
his own choice with the express  understanding  that such  installation will not
increase  the Tenant's  consumption  of  electricity,  and that the cost of such
fixtures and  installations  shall be at Tenant's  sole  expense.  It is further
agreed that Tenant shall at the  expiration or sooner  termination of this Lease
upon  demand  of  Landlord  pay the  cost of  replacing  the  standard  fixtures
belonging to Landlord.

         Awnings
         d)   No  awnings shall be attached to the outside of any windows of the
premises hereby leased.

         Windows
         e)   The  Tenant  shall  not allow anything to be place don the outside
window  ledges of said  premises;  and nothing shall be through by the Tenant or
others our of the windows of said building.

         Floor Coverings
         f)   The Tenant or other person shall not lay linoleum or other similar
floor  covering with any paste  materials  save and excepting  that which may be
easily  removed with water.  The use of cement or similar  adhesive  material is
expressly  prohibited.  Tacking  strips  installed  by Tenant,  with  Landlord's
consent,  shall, at the option of the Landlord, be removed and floor repaired at
the expiration of the Lease at Tenant's expense.

         Furniture and Bulky Articles
         g)   Safes, furniture  or  bulky  articles  shall be moved in or out of
said premises only at such hours and in such manner as shall least inconvenience
other tenants, and as the Landlord shall decide, and no safe or other article of
over 1,000 pounds shall be moved into said  premises  without the consent of the
Landlord,  and  Landlord to have the right to fix the position of any article of
weight in said premises.

         Window - Rain and Snow
         h)   Tenant shall  use  great  care  not  to leave windows open when it
rains or snows.

                                       14

<PAGE>

Damage resulting either to Landlord or to other tenants  from failure to observe
this precaution shall be chargeable to the tenant on which  premises the neglect
occurred. If space is air conditioned, windows will be closed at all times.

         Miscellaneous
         i)   Water  closet  and  other water fixtures shall not be used for any
purposes other than those for which they are intended,  and any damage resulting
from misuse on the part of the Tenant,  its agents or  employees,  shall be paid
for by Tenant.  No person shall waste water by interfering or tampering with the
facets or otherwise.

         j)   Landlord  reserves the right to close and keep locked all entrance
and exit doors of the building  during  such hours  as  Landlord  may deem to be
advisable for the adequate protection of the property.

         k)   In   the   interest   of  security,  keys and key changing for the
Tenant's  space on the lower  level  shall be the  responsibility  of the Tenant
after the suite is first  keyed for the tenant.  Tenant  shall not issue keys to
non-tenants and shall provide  Landlord with master key access to Tenant's space
for emergency and maintenance purposes.

         l)   Bicycles shall not be brought onto the building carpeting.

         m)   Tenant shall turn off all lights when office is not in use.

         n)   Smoking is not allowed in offices or common areas of the building.

         o)   Tenant  shall  not paint the premises nor any part of the premises
without  written  permission  from  Landlord.  Any  painting  shall be done by a
licensed contractor approved by Landlord.

         p)   Tenant   shall   store   nothing   in   the  common area hallways,
stairwells, lobbies, elevators or anywhere in a common area.

         q)   Landlord   reserves   the   right   to make such other and further
reasonable  regulations  as in its  judgment  may from time to time be needed or
desirable for the safety,  care and  cleanliness of the premises or the building
and the preservation of good order therein.

                                       15

<PAGE>

ADDENDUM B

Tenant Improvements: The premises to be occupied by the Tenant is represented at
this time by the Landlord to be fully compliant to City,  State and County codes
and the space will be taken on an as-is  basis,  and the  Tenant  will be solely
responsible  for any  upgrades  of the  facility  to  include  meeting  any code
requirements  and any  upgrading or  relocation  of the HVAC  system,  including
ducting,  if  necessary  for the  Tenants'  use.  Depending  upon the  number of
employees and use, code and or Fire Department requirements may require restroom
and exiting  modifications  which will be at the sole cost to Tenant. All tenant
improvements shall be done with appropriate City and fire Department permits and
performed  by a licensed,  insured  contractor  or  subcontractors.  Significant
tenant improvements must be approved by Landlord in writing in advance.

Parking:  If parking becomes congested,  overcrowded or inadequate for the other
tenants in Olympic  Place II,  the Tenant  shall  occupy no more than 50 parking
places at any one time. Parking requirements  required beyond 50 spaces shall be
arranged for and provided  off-site by the Tenant.  In any case,  no parking for
Tenant shall be provided in the area  immediately  in front of the main entrance
side of the building  (northeast).  It is understood that parking for the tenant
is not available or permitted  anywhere to the  southwest of the building.  This
area is under different ownership and management. (See Exhibit D).

Initials:

     /s/ cb
---------------------------

    /s/drr

                                       16