ASSIGNMENT OF BUILDING INTERNET ACCESS AGREEMENT-3

                                                                    Exhibit 10.7

                ASSIGNMENT OF BUILDING INTERNET ACCESS AGREEMENT

Account #C-8703-02 (Building Internet Access Agreement)

          This Assignment of Building Internet Access Agreement ("Assignment")
is entered into as of this 9th day of November, 1999 by and among AMERICAN
PROPERTY MANAGEMENT CORP. as Agent for and on behalf of WESTON HOLDING CO.,
L.L.C., (hereinafter referred to as "Owner"), INTERNET ARENA, INC., an Oregon
corporation, (hereinafter referred to as "Provider"), and CYPOST CORPORATION, a
Delaware corporation, (hereinafter referred to as "Assignee")

                                   WITNESSETH:

          WHEREAS, Owner and Provider previously entered into an Agreement dated
October 24, 1997 in the Jeffrey Center Office Building (hereinafter referred to
as the "Building"). A true copy of said Agreement is attached hereto as Exhibit
"A" and incorporated herein for all purposes (hereinafter referred to as the
"Agreement"); and

          NOW, THEREFORE, in consideration of the mutual covenants herein
contained, $1 and other good and valuable consideration, the receipt and
sufficiency of which is acknowledged, the parties agree:

          1. Provider does hereby demise, lease, assign, and let unto Assignee
all right, title and interest of Provider in said Agreement, and Assignee agrees
to accept the assignment of the Agreement AS-IS. Assignee further covenants,
represents and warrants to abide faithfully by each and every covenant,
condition, and term of the Agreement as though the Agreement were originally
written between Owner and Assignee.

          2. As a material inducement to Owner's accepting and ratifying this
Assignment, Provider hereby covenants and agrees to continue to be the obligor
under the Lease and to be bound by all terms and conditions of the Agreement;
provided, however, that Owner agrees to accept performance from Assignee in lieu
of performance by Provider to the extent that Assignee so performs. Provider
specifically waives presentment, demand, notice and protest and agrees that
Owner may look to Provider and/or Assignee, jointly and severally, as to any
violation or breach of the Agreement.

          3. Provider agrees to indemnify and hold harmless Assignee from any
claim, expense, damage or liability of every nature which may arise out of the
Lease prior to the execution of this Assignment. Assignee agrees to indemnify
and hold harmless Provider from any claim, expense, damage or liability of every
nature which may arise out of the Lease subsequent to the execution of this
Assignment.

          4. Provider has previously deposited the sum of zero ($0.00) with
Owner as a security deposit to assure compliance with all terms and conditions
of the Agreement. Upon

ASSIGNMENT OF BUILDING INTERNET ACCESS AGREEMENT - 1
<PAGE>

execution hereof, Owner shall transfer said security deposit to the account of
the Assignee. Said security deposit shall be subject to the terms and conditions
of the Agreement and this Assignment.

          5. The parties do hereby ratify and reaffirm the Agreement and this
Assignment.

          6. The Agreement may not be further assigned without the prior written
consent of Owner and Provider, which consents shall not be unreasonably
withheld.

          7. This Assignment may be executed in counterparts and shall be biding
upon and inure to the benefit of the successors, assigns and representatives of
the parties.

         To certify, witness our hands the date first above written.

OWNER:                                           PROVIDER:
AMERICAN PROPERTY MANAGEMENT,                    INTERNET ARENA, INC., an
CORP., as Agent for and on behalf of             Oregon Corporation
WESTON HOLDING CO., L.L.C.

By:  /s/ Douglas D. Lindholm                     By:  /s/ David Neff, President
   -----------------------------------------        ---------------------------
     Douglas D. Lindholm                              David Neff, President
     Vice President of Commercial Property
Date: November 11,  1999                         Date: November 9, 1999
               --                                               -
Address for Notices:                             Address for Notices:
         PO Box 12127                            1016 SW Taylor
         Portland, Oregon 97212-0127             Portland, OR 97205
         2154 N.E. Broadway, #200
         Portland, Oregon 97232-1561

ASSIGNEE:

CYPOST CORPORATION,
a Delaware corporation
By /s/ Robert Sendoh
  ------------------
Name:    /s/ Robert Sendoh
     ---------------------
Title:   /s/ Chairman
      ---------------
Date:    /s/ Nov /9/99
     -----------------
Address for Notices:
      260 W. Esplanade
      North Vancouver, BC Canada V7M3G7

ASSIGNMENT OF BUILDING INTERNET ACCESS AGREEMENT - 2
<PAGE>

                       BUILDING INTERNET ACCESS AGREEMENT

          THIS AGREEMENT is made as of October 24, 1997, by and between INTERNET
ARENA, INC. and Oregon corporation ("Provider"), and AMERICAN PROPERTY
MANAGEMENT as an agent for and on behalf of WESTON HOLDING CO., L.L.C.
("Owner").

                                    RECITALS

          WHEREAS, the Provider assumes the business of providing high speed
internet access;

          WHEREAS, the Owner owns a certain building commonly known as the
Jeffrey Center located at 1020 S.W. Taylor Street, Portland, Oregon on the real
property with the legal description contained in Exhibit A hereto (the
"Building");

          WHEREAS, the Provider wishes to provide high speed internet access to
the Building and the Owner wishes to allow such high speed internet access for
the tenants ("Tenants") of the Building;

          THEREFORE, in consideration of the following covenants and payments as
provided, the Parties agree as follows:

                                    AGREEMENT


1.1.      SCOPE OF SERVICES

          1.1       Network Line. The Provider will provide a network line
                    (basically a twisted pair telephone line) from Provider's
                    network operations center located on the in the mezzanine of
                    the first floor INTERNET ARENA, INC. Premises of the
                    Building to each floor of the Building. There would be a
                    unique line from the Provider's network center to each
                    floor. One piece of equipment, commonly known as a network
                    hub, would be installed on each floor, subject to Owners
                    approval of location, at Providers sole cost and expense, at
                    or near the telephone access facility for the particular
                    floor. The internet access would then be available to
                    Tenants on each floor. As Tenants sign up for individual
                    internet access, the network line would then be installed
                    from the hub to the Tenant's computer terminal. Provider
                    shall obtain a building permit and the building permit for
                    the installation of the network shall be the responsibility
                    of the Provider. The Provider shall be responsible for any
                    damage to the Building regarding installation of telephone
                    lines and any related equipment (i.e. broken or cracked
                    ceiling tiles, damaged wall, etc.). Owner will not go after
                    installer, but will look to Provider for the cost of any
                    repair for damage described above. The Owner shall not be
                    responsible for providing any additional heating or cooling.

                                      -1-                              Exhibit A
<PAGE>

          1.2       Tenant Fees. Tenants would pay, pursuant to their individual
                    Agreements with the Provider, a monthly fee estimated to be
                    $200.00. The Tenant Agreements would have various provisions
                    and run for various lengths of time. They would most likely
                    cover periods of one to two years, but in some cases could
                    be for a longer or shorter period of times. The Tenants
                    would pay their access fees directly to the Provider (Tenant
                    Fees").

2.        OWNER'S DUTIES

          2.1       Electricity. The Owner will provide each telephone closet
                    per floor for the operation of the hub on each floor. Any
                    needed electricity will be the sole responsibility of the
                    Provider. If the power requirement at the Owners discretion
                    is minimal (which shall be defined as all network hubs
                    drawing up to ten (10) watts of power in per hour) and the
                    proposed telephone closet for the network hub has electrical
                    power, the Owner may allow the Provider to use said
                    electrical power. Any additional power requirements in the
                    phone closet must be approved by the Owner. Otherwise,
                    Provider will be responsible at Provider's sole cost and
                    under a building permit, to provide said additional
                    electrical power.

                    The Owner will provide Provider with a key to each network
                    hub location closet. Owner reserves the right to rescind
                    this access in the event any problems develop at the Owner's
                    sole discretion that adversely impact any other equipment in
                    network hub location closets. In this event, Owner shall not
                    be obligated to provide Provider alternate locations for
                    network hub.

                    The Owner is not responsible for any damage to the
                    Provider's equipment or services the Provider provides if
                    there is any interruption of electricity or service.

          2.2       Network Line. The Owner agrees to permit the Provider
                    through certified electricians and/or certified networking
                    subcontractors to install a network line, hub and other
                    devices necessary to operate the internet access services to
                    the Tenants. At the final termination of this Agreement, the
                    cable network line contained in the walls, elevator shafts,
                    or similar portions of the Building shall become the
                    property of the Owner unless Owner requires Provider to
                    remove all cable network lines in the Building. However,
                    during the term of the Agreement, the network line shall
                    remain the property of the Provider. If for any reason the
                    Agreement is terminated before the end of the term specified
                    in Paragraph 6 below, Provider shall be considered the owner
                    of the network line and Provider shall be responsible for
                    any Building damage due to said removal.

          2.3       Access. The Owner agrees to give the Provider reasonable
                    access to the network line, hub, routers, and servers, and
                    all equipment connected to the installed network (except
                    Owner's right to rescind access as described in Paragraph
                    2.1)

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<PAGE>

                    as needed for repair and maintenance and to provide the
                    services rendered to the Tenants pursuant to this Agreement.


3.        EQUIPMENT

          3.1       Hub. The hub connected to the internet line shall at all
                    times be the property of the Provider. ---

          3.2       Routers, and Servers. The routers, servers, and all devices
                    used to connect the Tenant's individual service to the
                    internet network provided by the Provider shall at all times
                    be and remain the property of the Provider and shall not be
                    installed in the network hub closets.

4.        FEE STRUCTURE/PAYMENT TERMS/PERCENTAGE RENT

          4.1       Percentage Rent. Percentage Rent. The Provider shall pay
                    five percent (5%) of the Gross Tenant Fees ("Gross Tenant
                    Fees") it receives or $200.00 per month ("Minimum Base
                    Rent"), whichever is greater, to AMERICAN PROPERTY
                    MANAGEMENT ("Property Manager") located at 2154 NE Broadway,
                    Portland, Oregon 97232 until the Owner notifies the Provider
                    that such payment should be paid to a different Property
                    Manager or the Owner, or at a different address.

          4.2       Gross Tenant Fees. For the purpose of this Agreement, the
                    Tenant Fees shall include Provider's Gross Income from any
                    applicable sales, use, service, or value added, excluding
                    taxes.

          4.3       Base Payment. The Provider agrees to pay a monthly fee of
                    $200.00 per month or five percent (5%) of the Gross Tenant
                    Fees, whichever is greater, to the same entity or persons
                    named in Paragraph 4.1 above on or before the first day of
                    each month during the term of this Agreement. Upon
                    Provider's execution of the Agreement, Provider shall pay
                    the Base Rent for the first calendar month of the Agreement
                    term for which rent is payable. Provider shall pay the Base
                    Rent for the Building and any additional rent provided
                    herein without deduction or offset. Rent for any partial
                    month during the lease term shall be prorated to reflect the
                    number of days during the month that Provider occupies the
                    Building based on a thirty (30) day month/360 day year. Rent
                    not paid when due shall bear interest at the rate of
                    one-and-one-half percent (1 1/2%) per month until paid in
                    fill. Owner may at its option impose a late charge of .10
                    for each $1 of rent or $50.00, whichever is greater, for
                    rent payments made more than 10 days after its due date in
                    lieu of interest for the first month of delinquency, without
                    waiving any other remedies available for default.

          4.4       Base Rent Increase. The minimum base monthly rent described
                    in Paragraph 4.1 and 4.3 above shall increase by five
                    percent (5%) per year.


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<PAGE>

5.        TAXES

          5.1       Personal Property Taxes. The Provider shall be responsible
                    for all personal property taxes on the property that it owns
                    which is located in the Building.

          5.2       Real Property Taxes. Any real property taxes assess on the
                    network line or equipment located in the Building pursuant
                    to this Agreement shall be the responsibility of the
                    Provider.

6.        TERM

          6.1       Base Term. The Agreement shall begin on October 1, 1997 and
                    continue for five (5) years until September 30, 2002 unless
                    terminated earlier pursuant to the provisions in Paragraph 9
                    below or extended pursuant to the options in Paragraph 6.2
                    below.

          6.2       Options to Renew. This Agreement shall automatically renew
                    for successive two (2) year term unless a written notice of
                    termination is given by the party wishing to terminate to
                    the other party not less than ninety (90) days prior to the
                    original termination date of this Agreement or not less than
                    ninety (90) days prior to the end of the renewal period
                    during any of the extensions made pursuant to this
                    Agreement. Unless such termination notice is given, or the
                    Parties mutually agree in writing otherwise, this Agreement
                    shall automatically renew for successive two (2) year terms.

7.        NON-EXCLUSIVITY

          7.1       Nothing in this Agreement shall prevent the Owner from
                    entering into an internet access Agreement with any other
                    person or entity. This Agreement is a non-exclusive
                    agreement to provide internet services to the Building.
                    Furthermore, each Tenant of the Building shall be free to
                    obtain internet access services from any provider which a
                    Tenant wishes.

8.        HARDWARE AND SOFTWARE SALES

          8.1       Any hardware sales made by the Provider to a Tenant of the
                    Building shall not be considered Gross Tenant Fees for the
                    purposes of this Agreement.

9.        EARLY TERMINATION

          9.1       This Agreement may be terminated before its normal
                    termination date as set forth in Paragraph 6 above under the
                    following circumstances:

                    (1)       Termination by the Owner. The Owner may terminate
                              this Agreement:




                                      -4-
<PAGE>

                              (a)       Upon any material breach of this
                                        Agreement by the Provider, provided that
                                        the Owner first provide a notice of the
                                        breach to the Provider, in writing, and
                                        such breach is not cured by the Provider
                                        within thirty (30) days of the
                                        Provider's receipt of such notice.

                              (b)       Any voluntary filing under Bankruptcy
                                        Code or any involuntary filing that is
                                        not dismissed within one hundred twenty
                                        (120) days of the date of filing.

                    (2)       Termination by the Provider. Provider may
                              terminate this Agreement:

                              (a)       Upon any material breach by Owner or the
                                        Owner's agents upon giving the Owner
                                        written notice of such breach and the
                                        breach is not cured within thirty (30)
                                        days of the Owner's receipt of such
                                        notice.

                              (b)       The destruction of all or a substantial
                                        portion of the Building.

                              (c)       Condemnation of all or a substantial
                                        portion of the Building.

10.       SUCCESSORS

          10.1      Assignment. The Provider may assign this Agreement, provided
                    that the assignee agrees to all the terms of this Agreement
                    and the Provider gives ten (10) days prior notice of the
                    assignment to the Owner. The Provider may not assign this
                    Agreement without the consent of the Owner, except that it
                    may assign this Agreement to person(s) which succeed the
                    Provider's interest in the Building, provided such person(s)
                    agree to the terms of this Agreement and ten (10) days prior
                    notice is provided to the Owner.

          10.2      Successors. This Assignment shall be binding on and inure to
                    the benefit of all successors and permitted assignees.

11.       LIMITATION OF WARRANTIES

          11.1      NO WARRANTIES. THE OWNER EXPRESSLY AGREES THAT THE USE OF
                    THE SERVICES PROVIDED BY THE PROViDER SHALL BE AT THE
                    TENANT'S SOLE RISK. THE RISK ASSUMED INCLUDES THE RISK OF
                    RECEIVING A COMPUTER VIRUS. PROVIDER AND OWNER MAKE NO
                    WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED OR
                    ERROR-FREE. NOR DOES PROVIDER OR OWNER MAKE ANY WARRANTY AS
                    TO THE RESULTS OBTAINED FROM THE USE OF THE SERVICES. ANY
                    SUBSCRIPTIONS GRANTED TO THE TENANTS WOULD BE PROVIDED ON
                    AND "AS-IS" BASIS WITHOUT WARRANTIES OF ANY KIND. EITHER
                    EXPRESSED OR IMPLIED, NEITHER THE OWNER OR PROVIDER NOR ANY
                    OF ITS EMPLOYEES



                                      -5-
<PAGE>

                    OR AGENTS INVOLVED IN DELIVERING ACCESS TO ANY OF THE
                    TENANTS OR THE BUILDING SHALL BE LIABLE FOR ANY DIRECT,
                    INDIRECT, INCIDENTALS SPECIAL OR CONSEQUENTIAL DAMAGES
                    ARISING OUT OF THE USE OF THE SERVICES OR THE INABILITY TO
                    USE THE SERVICES OR OUT OF ANY BREACH OF ANY UNDERLYING
                    AGREEMENT BY THE TENANT. THE PROVISIONS OF THIS PARAGRAPH 11
                    SHALL SURVIVE ANY TERMINATION OF THE AGREEMENT. PROVIDER AND
                    OWNER WILL NOT BE A PARTY TO OR iN ANY WAY MONITOR ANY
                    TRANSACTION BETWEEN ANY USER INCLUDING A TENANT AND ANY
                    THIRD PARTY PROVIDER OF ANY PRODUCTS OR SERVICES OBTAINED
                    THROUGH THE INTERNET.

12.       CONDEMNATION

          12.1      Any condemnation award for the value of the network line
                    during the term of this Agreement shall belong to the
                    Provider.

13.       NOTICE

          13.1      All notices required to be delivered under this Agreement
                    shall be in writing and delivered personally or by
                    registered or certified mail, postage prepaid, return
                    receipt requested, as follows or to any other address
                    designated by the party entitled to received the same
                    written notice similarly given:

         To the Provider:    Internet Arena
                             1016 SW Taylor Street
                             Portland, Oregon 97205

                             Attn: David Neff


           with a copy to:   Robert Rosenthal
                             Opton, Galton, & Rosenthal
                             621 SW Morrison Street, Suite 1400
                             Portland, Oregon 97205

         To the Owner:       American Property Management
                             2154 NE Broadway, Suite 200
                             Portland, Oregon 97232



                                      -6-
<PAGE>

14.       MISCELLANEOUS PROVISIONS

          14.1      Dispute Resolution.

                    (1)       Any dispute or controversy arising under, out of,
                              or in relation to this Agreement, any amendment
                              thereto or breach thereof shall be determined
                              through arbitration in Portland, Oregon.
                              Arbitration shall be conducted through any
                              arbitration service that regularly renders
                              arbitration services in Portland, Oregon.

                    (2)       In the event a dispute arises under the terms of
                              this Agreement and it becomes necessary for any
                              party hereto to obtain the services of an
                              attorney, then in the event that such attorney
                              institutes action to enforce the terms of this
                              Agreement, the prevailing party in such suit or
                              action, or on the appeal of such suit or appeal,
                              shall be entitled to an award of their reasonable
                              including interest on any such funds expended from
                              the time of the expense at the rate of nine
                              percent (9%) per annum until paid.

          14.2      Choice of Law. This Agreement shall be construed and
                    enforced in accordance with laws of the State of Oregon.
                    Jurisdiction over any disputes shall be settled by
                    arbitration in Portland, Oregon. If for any reason
                    arbitration can not be conducted, jurisdiction shall lie
                    solely with the courts located in Multnomah County, State of
                    Oregon.

          14.3      Complete Agreement. This Agreement represents the entire
                    understanding and agreement between the Parties hereto with
                    respect to the subject hereof. No changes or modifications
                    of this Agreement shall be valid unless made in writing and
                    signed by all the Parties hereto, or persons of entities
                    which later become or stand in the position of the Parties
                    hereto.

          14.4      Interpretation. Whenever possible, each provision of this
                    Agreement shall be interpreted in such manner as to be
                    effective and valid under applicable law, but if any
                    provision of this Agreement shall be prohibited by or
                    invalid under applicable law, such provision or provisions
                    shall be ineffective to the extent of such prohibition or
                    invalidity without invalidation the remainder of such
                    provisions or the remaining provisions of this Agreement.

          14.5      Modification. No change or modification of this Agreement
                    shall be operative unless the same shall be in writing and
                    signed by the Parties hereto or their personal
                    representative.

          14.6      Waiver. Failure to insist upon strict compliance with any of
                    the terms, covenants, or conditions hereof shall not be
                    deemed a waiver of such



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<PAGE>

                    term, covenant, or condition, nor shall any waiver or
                    relinquishment of any right or power hereunder at any one
                    time or more times be deemed a waiver or relinquishment of
                    any right or power at any other time or times.

          14.7      Further Actions. Each Party hereto agrees to perform any and
                    all further acts and to execute and deliver any and all
                    additional documents which may be reasonably necessary to
                    carry out the terms and effect the purposes of this
                    Agreement.

          14.8      Whereas Clauses. The Parties agree that the WHEREAS
                    provisions hereof are incorporated herein and made part
                    hereof.

          14.9      Time is of the Essence. Time is of the essence is this
                    Agreement.

16.       EXTRA USAGE

          If Provider uses excessive amounts of Owner provided utilities and/or
          services of any kind because of operation during normal Building hours
          and/or outside of normal Building hours, high demands from office
          machinery and equipment, nonstandard lighting or any other cause,
          Owner may impose a reasonable charge for supplying such extra
          utilities and/or services, which charge shall be payable monthly by
          Provider in conjunction with rent payments. In case of dispute over
          any extra charge under this paragraph, Owner shall designate a
          qualified independent engineer whose decision shall be conclusive on
          both parties. Owner and Provider shall each pay one-half of the cost
          of such determination.

          Provider shall be solely responsible for and promptly pay for the
          removal of all debris, cardboard, all and any other refuse generated
          in Provider's moving into premises including the replacement of office
          furniture and equipment during tenancy and in vacating the Premises.
          Upon request, Owner shall supply Provider the name of a recycling
          company to remove recyclable items. Provider shall pay such additional
          charge in full upon receipt of statement.

17.       INDEMNITY

          Provider shall not allow any liens to attach to the Building or
          Provider's interest in the Building as a result of Provider
          activities. Provider shall indemnify and defend Owner from any claim,
          liability, damage, or loss occurring in the Building, arising out of
          any activity by Provider, its agents, or invitees or resulting from
          Provider's failure to comply with any term or condition of this
          Agreement. Owner shall have no liability to Provider because of loss
          or damage caused by the acts or omissions of other tenants of the
          Building, or by third parties.



                                      -8-
<PAGE>

18.       INSURANCE

          Provider shall carry liability insurance in the amount of no less than
          $1,000,000.00 and which insurance shall have an endorsement naming
          Owner and Owner's agent, if any, as an additional insured and covering
          the liability insured under Paragraph 17 of this Agreement. Provider
          shall furnish a certificate evidencing such insurance which shall
          state that the coverage shall not be canceled or materially changed
          without 10 days advance written notice to Owner and Owner's agent, if
          any, and a renewal certificate shall be furnished at least 10 days
          prior to expiration of any policy. Provider is responsible for their
          own fire insurance, see.

19.       DEFAULT

          Any of the following shall constitute a default by Provider under this
          Agreement:

          (a)       Provider's failure to pay rent or any other charge under
                    this Agreement within 10 days after it is due, or failure to
                    comply with any other term or condition within 10 days
                    following written notice from Owner specifying the
                    noncompliance. If such noncompliance cannot be cured within
                    this 10 day period, the provision shall be satisfied if
                    Provider commences correction within such period and
                    thereafter proceeds in good faith and with reasonable
                    diligence to effect compliance as soon as possible. Time is
                    of the essence in the performance of this Agreement.

          (b)       The making by Provider of any general assignment or general
                    arrangement for the benefit of creditors; or the filing by
                    or against Provider of a petition to have Provider adjudged
                    a bankrupt, or a petition or reorganization or arrangement
                    under any law relating to bankruptcy (unless, in the case of
                    a petition filed against Provider, the same is dismissed
                    within sixty (60) days); or the appointment of a trustee or
                    a receiver to take possession of substantially of all
                    Provider's assets located at the Building or of Provider's
                    interest in this Agreement, where possession is not restored
                    to Provider within thirty (30) days; or the attachment,
                    execution, or other judicial seizure of substantially all of
                    Provider's assets located at the Building or of Provider's
                    interest in this Agreement, where such seizure is not
                    discharged within thirty (30) days.

          (c)       Assignment or subletting by Provider in violation of
                    Paragraph 10.1.



                                      -9-
<PAGE>

          (d)       Vacation or abandonment of the network line without the
                    written consent of Owner.

20.       REMEDIES FOR DEFAULT

          In case of default as described in Paragraph 19(a) and 19(b), Owner
          shall have the right to the following remedies which are intended to
          be cumulative and in addition to any other remedies provided under
          applicable law:

          (a)       Owner may terminate the Agreement and retake possession of
                    the Provider's network centers on each floor.

          (b)       Owner may recover all damages caused by Provider's default
                    which shall include an amount equal to rentals lost because
                    of the default, lease commissions paid for this Agreement,
                    the unamortized cost of any tenant improvements installed by
                    Owner to meet Provider's special requirements and the cost
                    of any clean up, refurbishing, lock changes and removal of
                    the Provider's property and fixtures. Owner may sue
                    periodically to recover damages as they occur throughout the
                    lease term, and no action for accrued damages shall bar a
                    later action for damages subsequently accruing. Owner may
                    elect in any one action to recover accrued damages plus
                    damages attributable to the remaining term of the Agreement.
                    Such damages shall be measured based upon the rent due under
                    this Agreement for the remainder of the term, discounted to
                    the time of judgment at the prevailing interest rates on
                    judgments.

          (c)       Owner may make any payment or perform any obligation which
                    Provider has failed to perform, in which case Owner shall be
                    entitled to recover from Provider upon demand all amounts so
                    expended, plus interest from the date of the expenditure at
                    the rate of one-and-one-half percent (1 1/2%) per month. Any
                    such payment or performance by Owner shall not waive
                    Provider's default.

21.       ACCESS

          During times other than normal Building hours Provider's officers and
          employees or those having business with Provider may be required to
          identify themselves or show passes in order to gain access to the
          Building. Owner shall have no liability for permitting or refusing to
          permit access by anyone. Owner shall have the right to enter upon the
          Provider's network centers on each floor at any time by passkey or
          otherwise to determine Provider's compliance with this Agreement, to


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<PAGE>

          perform necessary repairs to the Building, examine the condition of
          the equipment, or for any other lawful purpose. Except in the case of
          emergency, such entry shall be at such times and in such manner as to
          minimize interference with the reasonable business use of the Premises
          by Provider.

         IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.

Provider:                                Owner:
INTERNET ARENA, INC.                     AMERICAN PROPERTY MANAGEMENT
                                         as an agent for and on behalf of WESTON
                                         HOLDING CO., L.L.C.


/s/ David Neff                           /s/ Douglas D. Lindholm      11/7/97
---------------------------              ------------------------------------
By: David Neff                           By: Douglas D. Lindholm
Its: President                           Its: Vice President Commercial Property

STATE OF OREGON           )
                          ) ss.
County of Multnomah       )

          The foregoing instrument was acknowledge before me this 6th day of
Nov, 1997, by David Neff as President of Internet Arena, Inc., on behalf of the
corporation.

                                   /s/ V. Synn
       [Notary Seal]               NOTARY PUBLIC FOR OREGON
                                   My Commission Expires: 2-19-01


STATE OF OREGON           )
                          ) ss.
County of Multnomah       )

          The foregoing instrument was acknowledge before me this 7th day of
November, 1997, by Douglas L. Lindholm as Vice President Commercial Property of
American Property Management on behalf of Weston Holding Co., L.L.C.

                                            /s/ Tracie A Massey
                                         ---------------------------------------
       [Notary Seal]                     NOTARY PUBLIC FOR OREGON
                                         My Commission Expires: March 17, 2000



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