Exhibit 10.17

                               ASSIGNMENT OF LEASE


Account #C-8703-02

         This Assignment of Lease (the "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 "Lessor"), DAVID J. NEFF, Individually, (hereinafter referred to as
"Lessee"), and CYPOST CORPORATION, a Delaware corporation, (hereinafter referred
to as "Assignee").

                                   WITNESSETH:

         WHEREAS, Lessor and Lessee previously entered into a Lease dated July
9, 1996 for space (1,902 square feet) in the Jeffrey Center Office Building
(hereinafter referred to as the "Leasehold"), which was extended on April 10,
1997 ("Lease Extension") and amended on July 30, 1997 ("First Amendment") and
further amended on January 18, 1999 ("Second Amendment"). A true copy of said
Lease is attached hereto as Exhibit "A", the Lease Extension as Exhibit B, the
First Amendment as Exhibit "C" and the Second Amendment as Exhibit "D".

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

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

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

<PAGE>

         4. Lessee has previously deposited the sum of Four Thousand Four
Hundred twenty-seven and 04/l00ths Dollars ($4,427.04) with Lessor as a security
deposit to assure compliance with all terms and conditions of the Lease. Upon
execution hereof, Lessor shall transfer said security deposit to the account of
the Assignee. Said security deposit shall be subject to the terms and conditions
of the Lease and this Assignment.

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

         6. The Lease may not be further assigned or the Leasehold sublet
without the prior written consent of Lessor and Lessee, which consents shall not
be unreasonably withheld.

         7. This Assignment may be executed in counterparts and shall be binding
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.

LESSOR:                                              LESSEE:

AMERICAN PROPERTY MANAGEMENT                         DAVID J. NEFF, Individually
CORP., as Agent for and on behalf of
WESTON HOLDING CO. L.L.C.

By:/s/ Douglas D. Lindholm                           /s/ David J. Neff
   ----------------------------                      ----------------------
     Douglas D. Lindholm                             David J. Neff, Individually
     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:    ROBERT SENDOH
Title:   CHAIRMAN
Date:    Nov. 9/99

Address for Notices:
         260 W. Esplanade
         North Vancouver, BC Canada V7M3G7


<PAGE>
[LOGO]

                          American Property Management

                               Commercial Division

                2154 N.E. Broadway - Portland, Oregon 97232-1590
          Mailing Address: P.O. Box 12127, Portland, Oregon 97212-0127
                    Phone (503) 284-2147 - FAX (503)287-1587

                               THE JEFFREY CENTER
                                  RETAIL LEASE

              This lease, made and entered into at Portland, Oregon

                                this July 9, 1996

                                 by and between

               AMERICAN PROPERTY MANAGEMENT CORP., as LESSOR, and

                     David J. Neff, Individually, as LESSEE.

              AMERICAN PROPERTY MANAGEMENT CORP. Account #C-8703-02

                  LESSOR hereby leases to LESSEE the following:

                        Retail Space #1016 (the Premises)

                         Consisting of 1,902 square feet

           (as measured from the center of the tenant demising walls)

         This measurement includes a load factor for the building of 0%

                              In THE JEFFREY CENTER

              (the Building) at 1016 S.W. Taylor, Portland OR 97205

                      for a term commencing August 1, 1996

                      and continuing through July 31, 1997;

                 at a Base Rental of $1,919.61 (U.S.) per month

              payable in advance on the first day of each month at
           2154 N.E. Broadway, Suite #200, Portland, Oregon 97232-1561

                           commencing August 1, 1996.


                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A
<PAGE>


LESSOR and LESSEE covenant and agree as follows:

1.1      ACCEPTANCE OF LEASED PREMISES

         Except as may be provided for in any exhibit, appendix or rider hereto,
occupancy shall be construed to mean that LESSEE expressly acknowledges that it
has fully inspected the Leased Premises and accepts the Leased Premises in their
present condition. LESSEE further acknowledges LESSOR hall not be responsible
for any alterations, improvements or repairs unless by written agreement of the
parties, attached to and made a part of this Lease. The premises square footage
is an approximations only and may vary from the actual square footage. Prior to
occupancy LESSEE may inspect and measure the Leased Premises to confirm the
square footage. Pursuant to the above, however, as of occupancy LESSEE shall be
deemed to have accepted the Leased Premises, and will be deemed to have waived
any objection to the square footage approximations set forth herein.

1.2      DELIVERY OF POSSESSION

         Should LESSOR be unable to deliver possession of the Premises on the
date fixed for the commencement date of the term, commencement will be deferred
and LESSEE shall owe no rent until receiving notice from LESSOR tendering
possession to LESSEE. If possession is not so tendered within 45 days following
commencement of the term, then LESSEE may elect to cancel this lease by
providing written notice to LESSOR within 10 days following expiration of the 45
day period. LESSOR shall have no liability to LESSEE for delay in delivering
possession, nor shall such delay extend the term of this lease in any manner.

1.3      EARLY POSSESSION

         If LESSEE occupies the Premises prior to said commencement date, such
occupancy shall be subject to all provisions of this LEASE, such occupancy shall
not advance the termination date, and LESSEE shall pay rent for such period at
the initial monthly rates set forth above.

2.1      RENT PAYMENT

         LESSEE shall pay the Base Rent for the Premises 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 LESSEE occupies the Premises based on a thirty (30) day month/365 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 full. LESSOR 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.


                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A

<PAGE>

3.1      LEASE CONSIDERATION

         Upon LESSEE'S execution of the LEASE, LESSEE shall pay the Base Rent
for the first full month of the LEASE term for which rent is payable and in
addition shall pay the sum of $3,839.22, as LEASE CONSIDERATION. LESSOR may
apply the LEASE CONSIDERATION to pay the cost of performing any obligation which
LESSEE fails to perform within the time required by this LEASE, but such
application by LESSOR shall not be the exclusive remedy for the LESSEE'S
default. If the LEASE CONSIDERATION is applied by LESSOR, LESSEE shall on demand
pay the sum necessary to replenish the LEASE CONSIDERATION current to its
required amount. To the extent not applied by LESSOR to cure defaults by LESSEE,
the LEASE CONSIDERATION shall be applied against the rent payable for the last
month of the term. The LEASE CONSIDERATION shall not be refundable. When the
Base Rent is adjusted per the terms of the LEASE, an additional amount shall be
paid to bring the LEASE CONSIDERATION amount equal to the newly adjusted Base
Rent amount.

4.1      USE OF PREMISES

         LESSEE shall use said demised Premises during the term of this LEASE
for the conduct of the following business: Internet Arena/Coffee House and for
no other purpose whatsoever without LESSOR'S written consent.

         The LESSEE will not make any unlawful, improper or offensive use of
said Premises: LESSEE will not suffer any strip or waste thereof; LESSEE will
not create or permit any objectionable fumes, noise, vibration or odor to escape
or to be emitted from said Premises or do anything or permit anything to be done
upon or about said Premises in any way tending to create a nuisance; LESSEE will
not sell or permit to be sold any spirituous, vinous or malt liquors on said
Premises, excepting such as LESSEE may be licensed by law to sell and as may be
herein expressly permitted; nor will LESSEE sell or permit to be sold any
controlled substance on or about said Premises.

         The LESSEE will not allow the leased Premises at any time to fall into
such a state of repair or disorder as to increase the fire hazard thereon;
LESSEE shall not install any power machinery on said Premises except under the
supervision and with the written consent of the LESSOR; LESSEE shall not store
gasoline or other highly combustible materials on said Premises at any time;
LESSEE will not use said Premises in such a way or for such a purpose that the
fire and liability insurance rates for the Building in which said Premises are
located is thereby increased or that would prevent the LESSOR to obtain reduced
premium rates for long term fire and liability insurance policies. LESSEE shall
not conduct any activities that will in any manner degrade or damage the
reputation of the Building.

         If the Premises herein LEASED are located at street level, then at all
times LESSEE shall keep the sidewalks in front of the demised Premises free and
clear of ice, snow, rubbish, debris and obstruction; and if the LESSEE occupies
the entire building, LESSEE will not permit rubbish, debris, ice or snow to
accumulate on the roof of said Building so as to stop up


                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A

<PAGE>

or obstruct gutters or downspouts or cause damage to said roof, and will hold
harmless and protect the LESSOR against any injury whether to LESSOR or to
LESSOR'S property or to any other person or property caused by LESSEE'S failure
in that regard.

         The LESSEE will not overload the floors of said Premises in such a way
as to cause any undue or serious stress or strain upon the Building in which
said demised Premises are located, or any part thereof, and the LESSOR shall
have the right, at any time, to call upon any competent engineer or architect
whom the LESSOR may choose, to decide whether or not the floors of said
Premises, or any part thereof, are being overloaded so as to cause any undue or
serious stress or strain is such as to endanger or injure said Building, or any
part thereof, then and in that event the LESSEE agrees immediately to relieve
said stress or strain either by reinforcing the Building or by lightening the
load which causes such stress or strain in a manner satisfactory to the LESSOR.

         LESSEE agrees that all activities in the LEASED Premises be conducted
in a safe manner to comply with all life, fire and safety codes of the City Fire
Bureau, and the insurance carrier. LESSEE agrees to maintain the LEASED space in
a clean manner at all times, and to perform any cleaning tasks and record
keeping of same as requested by any City Fire Bureau, building owner, or
insurance carrier. LESSEE agrees that they will maintain at their expense, all
required fire preventions, fire suppressant equipment other than the building
sprinkler systems, as requested or required by the City or the insurance
carrier. LESSEE is not allowed to use the space for any spray painting unless
they have complied with all City Codes allowing such use and written evidence of
compliance has been supplied to the LESSOR, and LESSOR has issued a written
authorization to the LESSEE permitting such use. Any hand wood finishing allowed
by the City Fire Bureau is to be done in a safe manner and all material stored
in approved receptacles. LESSEE agrees that if practical, that upon leaving
leased spaced every day, they will shut off the entire electrical source at the
main disconnect in their area.

         If the LESSOR is required by City Code or the insurance carrier to add
additional fire prevention device of any kind, the LESSEE agrees to pay their
proportionate costs based on the square footage amortized over the remaining
term of the LEASE, or to vacate the space.

         LESSEE shall comply at LESSEE'S own expense with all laws and
regulations of any Municipal, County, State, Federal or other public authority,
including the Americans with Disabilities Act (ADA), respecting the use of said
leased Premises.

         The LESSEE shall regularly occupy and use the demised Premises for the
conduct of LESSEE'S business, and shall not abandon or vacate the Premises for
more than ten (10) days without written approval of LESSOR.

4.2      EQUIPMENT

         LESSEE shall install in the Premises only such equipment as is
customary for LESSEE'S use and shall not overload the weight capacity of the
floors or the capacity of the electrical circuits of the Premises or Building or
alter the plumbing or wiring of the Premises or Building. LESSOR must approve,
in advance, the location and manner of installing any

                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A

<PAGE>

electrical, heat generating or communication equipment or exceptionally heavy
articles. Any additional air conditioning required because of heat generating
equipment or special lighting installed by the LESSEE shall be installed at
LESSEE'S expense.

4.3      SIGNS

         No signs, banners, awnings, antennas, or other apparatus shall be
painted on or attached to the Building or anything placed on any glass or
woodwork of the Premises or positioned so as to be visible from outside the
Premises without LESSOR'S written approval as to design, size, location and
color. All signs installed by LESSEE shall comply with LESSOR'S standards for
signs and all applicable codes and ordinances and all signs and sign hardware
shall be removed upon termination of this LEASE with the sign location restored
to its former state unless LESSOR elects to retain all or any portion thereof.
If the Building has a designated sign area and such area has space available
then LESSEE may request to have LESSEE'S business name placed on said space at a
set rate determined by LESSOR for the set-up and installation.

5.1      UTILITIES AND SERVICES

         LESSEE shall be solely responsible for and pay for all charges for all
electricity, telephone, garbage service, janitorial service and any other
utilities used or consumed in or on the leased Premises during the existence of
this LEASE unless otherwise agreed between LESSOR and LESSEE. LESSEE shall
comply with all the government laws or regulations regarding the use of
utilities on the Premises. Interruption of services or utilities shall not be
deemed an eviction or disturbance of LESSEE'S use and possession of the
Premises, render LESSOR liable to LESSEE for damages, or relieve LESSEE from
performance of LESSEE'S obligations under this LEASE, but LESSOR shall take all
reasonable steps to correct any interruptions in service. Electrical service
furnished will be 110 volts unless different service already exists in the
Premises. The LESSOR shall only provide repair and maintenance to building
standard florescent light fixtures. The LESSOR shall not be responsible for
repair, maintenance (including light bulb replacement) for non-building standard
light fixtures.

5.2      EXTRA USAGE

         If LESSEE uses excessive amounts of LESSOR 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, LESSOR may impose a
reasonable charge for supplying such extra utilities and/or services, which
charge shall be payable monthly by LESSEE in conjunction with rent payments. In
case of dispute over any extra charge under this paragraph, LESSOR shall
designate a qualified independent engineer whose decision shall be conclusive on
both parties. LESSOR and LESSEE shall each pay one-half (1/2) of the cost of
such determination.

         LESSEE shall be solely responsible for and promptly pay for the removal
of all debris, cardboard, all and any other refuse generated in LESSEE'S moving
into premises including the replacement of office furniture and equipment during
tenancy and in vacating the premises.


                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A

<PAGE>

Upon request, LESSOR shall supply LESSEE the name of a recycling company to
remove recyclable items. LESSEE shall pay such additional charge in full upon
receipt of statement.

6.1      REPAIRS AND IMPROVEMENTS

         The LESSOR shall not be required to make any repairs, alterations,
additions, or improvements to or upon said Premises during the term of the
LEASE, except only those hereinafter specifically provided for; the LESSEE
hereby agrees to maintain and keep said LEASED Premises including all interior
and exterior doors, interior wiring, plumbing and drain pipes to sewers or
septic tank, in good order and repair during the entire term of this LEASE at
LESSEE'S own cost and expense, and to replace all glass which may be broken or
damaged during the term hereof in the windows and doors of said Premises with
glass of as good or better quality as that now in use. LESSEE further agrees not
to make any alterations, additions or improvements to or upon said Premises
without the written consent of the LESSOR first being obtained.

         The LESSOR agrees to maintain in good order and repair during the term
of this LEASE the exterior walls, roof, gutters, downspouts and foundations of
the Building in which the demised Premises are situated and the sidewalks
thereabouts. It is understood and agreed that the LESSOR reserves and at any and
all times shall have the right to alter, repair, or improve the Building of
which said demised Premises are a part, or to add thereto and for that purpose
at any time may erect scaffolding and all other necessary structures about and
upon the demised Premises with such materials as LESSOR may deem necessary
therefore, and LESSEE waives any claim to damages, including loss of business
resulting therefrom. All partitions, plumbing, electrical wiring, additions to
or improvements upon said leased Premises, whether installed by the LESSOR or
LESSEE, shall be and become a part of the Building as soon as installed and the
property of the LESSOR unless otherwise herein provided.

7.1      INDEMNITY

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

7.2      INSURANCE

         LESSEE shall carry liability insurance in the amount of no less than
$1,000,000.00 and which insurance shall have an endorsement naming LESSOR and
LESSOR'S agent, if any, as an additional insured and covering the liability
insured under Paragraph 7.1 of this LEASE. LESSEE shall furnish to LESSOR a
certificate evidencing such insurance which shall state that the coverage shall
not be cancelled or materially changed without ten (10) days advance written
notice to LESSOR and LESSOR'S agent, if any, and a renewal certificate shall be
furnished at

                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A

<PAGE>

least ten (10) days prior to expiration of any policy. LESSEE is responsible for
their own fire insurance, see Section 8.2.

8.1      FIRE OR CASUALTY

         "Major Damage" means damage by fire or other casualty to the Building
or the Premises which causes the Premises or any substantial portion of the
Building to be unusable, or which will cost more than 25 percent (25%) of
pre-damage value of the Building to repair, or which is not covered by
insurance. In case of Major Damage, LESSOR may elect to terminate this LEASE by
notice in writing to LESSEE within 30 days after such date. If this LEASE is not
terminated following Major Damage, or if damage occurs which is not Major
Damage, LESSOR shall promptly restore all damage to tenant improvements or
alterations installed by LESSEE or pay the cost of such restoration to LESSOR if
LESSOR elects to do the restoration of such improvements. Rent shall be reduced
from the date of damage until the date restoration work being performed by
LESSOR is substantially complete, with the reduction to be in proportion to the
area of the Premises not useable by LESSEE.

8.2      WAIVER OF SUBROGATION

         LESSEE shall be responsible for insuring its personal property and
trade fixtures located on the Premises. Neither LESSOR nor LESSEE shall be
liable to the other for any loss or damage caused by fire, water damage,
sprinkler leakage, or any of the risks that are or could be covered by a
standard all risk insurance policy with an extended coverage endorsement, or for
any business interruption, and there shall be no subrogated claim by one party's
insurance carrier against the other party arising out of any such loss.

9.1      EMINENT DOMAIN

         If a condemning authority takes title by eminent domain or by agreement
in lieu thereof to the entire Building or a portion sufficient to render the
premises unsuitable for LESSEE'S use, then either party may elect to terminate
this LEASE effective on the date that possession is taken by the condemning
authority. Rent shall be reduced for the remainder of the term in an amount
proportionate to the reduction in the area of the Premises caused by the taking.
All condemnation proceeds shall belong to LESSOR, and LESSEE shall have no claim
against LESSOR or the condemnation award because of the taking.

10.1     ASSIGNMENT AND SUBLETTING

         This LEASE shall bind and inures to the benefit of the parties, their
respective heirs, successors, and assigns, provided that LESSEE shall not assign
its interest under this LEASE or sublet all or any portion of the Premises
without first obtaining LESSOR'S consent in writing. This provision shall apply
to all transfers by operation of law including but not limited to mergers and
changes in control of LESSEE. No assignment or subletting shall relieve LESSEE
of its obligation to pay rent or perform other obligations required by this
LEASE, and no consent to one assignment or subletting shall be a consent to any
further assignment or subletting. LESSOR shall not unreasonably withhold its
consent to any


                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A

<PAGE>

assignment, or to subletting provided the subrental rate or effective rental
paid by the assignee is not less than the current scheduled rental rate of the
Building for comparable space and the proposed LESSEE is compatible with
LESSOR'S normal standards for the Building. If LESSEE proposes a subletting or
assignment to which LESSOR is required to consent under this paragraph, LESSOR
shall have the option of terminating this LEASE and dealing directly with the
proposed sublessee or assignee, or any third party. If an assignment or
subletting is permitted, any cash profit, or the net value of any other
consideration received by LESSEE as a result of such transaction shall be paid
to LESSOR promptly following its receipt by LESSEE. LESSEE shall pay any costs
incurred by LESSOR in connection with a request for assignment or subletting,
including reasonable attorneys' fees.

11.1     DEFAULT

         Any of the following shall constitute a default by LESSEE under this
LEASE:

         (a) LESSEE'S failure to pay rent or any other charge under this LEASE
within 10 days after it is due, or failure to comply with any other term or
condition within 10 days following written notice from LESSOR specifying the
noncompliance. If such noncompliance cannot be cured within the 10 day period,
this provision shall be satisfied if LESSEE 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 LEASE.

         (b) The making by LESSEE of any general assignment or general
arrangement for the benefit of creditors; or the filing by or against LESSEE of
a petition to have LESSEE 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 LESSEE, the same is dismissed within sixty (60) days); or
the appointment of a trustee or a receiver to take possession of substantially
of all LESSEE'S assets located at the Premises or of LESSEE'S interest in this
Lease, where possession is not restored to LESSEE within thirty (30) days; or
the attachment, execution, or other judicial seizure of substantially all of
LESSEE'S assets located at the Premises or of LESSEE'S interest in this Lease,
where such seizure is not discharged within thirty (30) days.

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

         (d) Vacation or abandonment of the Premises without the written consent
of LESSOR.

11.2     REMEDIES FOR DEFAULT

         In case of default as described in Paragraph 11.1, LESSOR 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) LESSOR may terminate the LEASE and retake possession of the
Premises. Following such retaking of possession, efforts by LESSOR to relet the
premises shall be

                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A

<PAGE>

sufficient if LESSOR follows its usual procedures for finding tenants for the
space at rates not less than the current rates for other comparable space in the
Building. If LESSOR has other vacant space in the Building, prospective tenants
may be placed in such other space without prejudice to LESSOR'S claim to damages
of loss of rental from LESSEE.

         (b) LESSOR may recover all damages caused by LESSEE'S default which
shall include an amount equal to rentals lost because of the default, lease
commissions paid for this LEASE, the unamortized cost of any tenant improvements
installed by LESSOR to meet LESSEE'S special requirements and the cost of any
clean up, refurbishing, lock changes and removal of the LESSEE'S property and
fixtures. LESSOR 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. LESSOR may elect in any one action to
recover accrued damages plus damages attributable to the remaining term of the
lease. Such damages shall be measured by the difference between the rent under
this LEASE and the reasonable rental value of the Premises for the remainder of
the term, discounted to the time of judgment at the prevailing interest rate on
judgments.

         (c) LESSOR may make any payment or perform any obligation which LESSEE
has failed to perform, in which case LESSOR shall be entitled to recover from
LESSEE 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 LESSOR shall not waive LESSEE'S default.

12.1     SURRENDER

         On expiration or early termination of this LEASE, LESSEE shall deliver
all keys to LESSOR to avoid a minimum lock change charge of $80.00 per lock and
surrender the Premises broom clean and in the same condition as at the
commencement date of the term subject only to reasonable wear from ordinary use.
LESSEE shall remove all of its furnishings and trade fixtures that remain its
property and restore all damage resulting from such removal. Failure to remove
shall be an abandonment of the property and LESSOR may dispose of it in any
manner without liability and LESSEE shall pay a reasonable charge for such
removal and disposal. If LESSEE fails to vacate the Premises when required,
including failure to remove all its personal property, LESSOR may elect either;
(1) to treat LESSEE as a tenant from month to month, subject to all the
provisions of this LEASE except that rent shall be one-and-one-half (1 1/2)
times the total rent being charged when the lease term expired; or (2) to eject
LESSEE from the Premises and recover damages caused by wrongful holdover. During
the period of sixty (60) days prior to the termination date of this LEASE, the
LESSOR may post on said premises or in the windows thereof signs of appropriate
size notifying the public that the premises are "For Lease."

13.1     REGULATIONS

         LESSOR shall have the right (but shall not be obligated) to make,
revise, and enforce regulations or policies consistent with this LEASE for the
purpose of promoting safety, order,

                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A

<PAGE>

economy, cleanliness, and good service to all tenants of the Building. All such
regulations and policies shall be complied with as if part of this LEASE.

14.1     ACCESS

         During times other than normal Building hours LESSEE'S officers and
employees or those having business with LESSEE may be required to identify
themselves or show passes in order to gain access to the Building. LESSOR shall
have no liability for permitting or refusing to permit access by anyone. LESSOR
shall have the right to enter upon the Premises at any time by passkey or
otherwise to determine LESSEE'S compliance with this LEASE, to perform necessary
services, maintenance and repairs to the Building or the Premises, examine the
condition of the Leased Space, to show the Premises to any prospective tenant or
purchasers 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 LESSEE.

14.2     FURNITURE AND BULKY ARTICLES

         LESSEE shall move furniture and bulky articles in and out of the
Building or make independent use of the elevators only at times approved by
LESSOR following at least 24 hours' advance written notice to LESSOR of the
intended move. LESSOR will not unreasonably withhold its consent under this
paragraph. Items of 1,000 pounds or greater shall require LESSOR'S approval.

15.1     NOTICES

         Notices between the parties relating to this LEASE shall be in writing,
effective when delivered, or if mailed, effective on the second day following
mailing, postage prepaid, to the address for the party stated in this LEASE or
to such other address as either party may specify by written notice to the
other. Notice to LESSEE may always be delivered to the Premises. Rent shall be
payable to LESSOR at the LESSOR'S address and in the same manner, but shall be
considered paid only when received.

16.1     SUBORDINATION

         This LEASE shall be subject and subordinate to any mortgages, deeds of
trust, or land sale contracts (hereafter collectively referred to as
encumbrances) now existing against the Building. At LESSOR'S option this LEASE
shall be subject and subordinate to any future encumbrance hereafter placed
against the Building (including the underlying land) or any modifications of
existing encumbrances, and LESSEE shall execute such documents as may reasonably
be requested by LESSOR or the holder of the encumbrance to evidence this
subordination.


                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A
<PAGE>

16.2     TRANSFER OF BUILDING

         If the Building is sold or otherwise transferred by LESSOR or any
successor, LESSEE shall attorn to the purchaser or transferee and recognize it
as the LESSOR under this LEASE, and, provided the purchaser assumes all
obligations hereunder, the transferor shall have no further liability hereunder.

16.3     ESTOPPELS

         Either party will within 20 days after written notice from the other
execute, acknowledge and deliver to the other party a certificate certifying
whether or not this LEASE has been modified and is in full force and effect;
whether there are any modifications or alleged breaches by any other party; the
dates to which rent has been paid in advance, and the amount of any security
deposit, LEASE CONSIDERATION, or prepaid rent; and any other facts that may
reasonably be requested. Failure to deliver the certificate within the specified
time shall be conclusive upon the party of whom the certificate was requested
that the lease is in full force and effect and has not been modified except as
may be represented by the party requesting the certificate. If requested by the
holder of any Encumbrance, or any ground LESSOR, LESSEE will agree to give such
holder or LESSOR notice of and an opportunity to cure any default by LESSOR
under this LEASE.

17.1     ATTORNEYS FEES

         In any litigation arising out of this LEASE, the prevailing party shall
be entitled to recover, in addition to costs and disbursements, attorneys' fees
at trial and on any appeal.

18.1     QUIET ENJOYMENT

         LESSOR warrants that so long as LESSEE complies with all terms of this
LEASE, it shall be entitled to peaceable and undisturbed possession of the
Premises free from any eviction or disturbance by LESSOR.

19.1     COMPLETE AGREEMENT

         This LEASE and the attached Exhibits and Schedules constitute the
entire agreement of the parties and supersede all prior written and oral
agreements and representations. Neither LESSOR nor LESSEE is relying on any
representations other than those expressly set forth herein.

20.1     CHAIR MATS

         LESSEE shall provide, at LESSEE'S expense, chair mats for all desk
rolling chairs within the leased space and will be responsible for carpet wear
caused by chairs which could have been avoided by the use of chair mats.


                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A

<PAGE>

21.1     PARKING

         LESSEE acknowledges that the building has no on-site parking available
and that no on-site parking privileges are provided by LESSOR other than what
may be stated in this Lease document under a special section entitled parking
concessions.

22.1     COMMON AREA

         Where the Building has a common entrance or meeting room, the LESSEE
may use these facilities at no cost on a first-come, first-serve basis by
contacting the LESSOR and reserving the room in advance. Abusing the privileges
of the rooms may result in the loss of said use.

23.1     NOTICE OF NON-RENEWAL

         The LESSEE shall give the LESSOR written notice of LESSEE'S intent
regarding the expiration of the LEASE not more than ninety (90) days and not
less than sixty (60) days prior to the expiration date of this LEASE. In the
event the LESSEE fails to give written notice within the prescribed time frame,
the expiring LEASE shall be automatically extended, at the option of the LESSOR,
for an additional six (6) month term. The same notice requirement shall apply to
the new expiration date of the LEASE. In the event that LESSEE again fails to
give written notice within the prescribed time frame, the expiring LEASE shall
be automatically extended, at the option of the LESSOR, for an additional one
(1) year term. It is agreed that the extension shall not be considered a
holdover and that the LESSEE'S rent would be adjusted by the Consumer Price
Index (CPI) for all U.S. Cities average for the previous 12-month period or the
established marketed building rental rate for a one (1) year lease term,
whichever is greater. An equal amount shall be paid to bring the LEASE
CONSIDERATION up to an equal amount of the current months rent.

24.1     NOTICE TO OWNERS, BUYS, AND TENANTS REGARDING HAZARDOUS WASTES OR
         SUBSTANCES UNDERGROUND STORAGE TANKS

         Comprehensive Federal and State laws and regulations have been enacted
in the last few years in an effort to develop controls over the use, storage,
handling, cleanup, removal and disposal of hazardous wastes or substances. Some
of these laws and regulations, such as, for example, the so-called "Superfund
Act", provide for broad liability schemes wherein an owner, tenant or other user
of the property may be liable for cleanup costs and damages regardless of fault.
Other laws and regulations set standards for the handling of asbestos or
establish requirements for the use, modification, abandonment or closing of
underground storage tanks.

         It is not practical or possible to list all such laws and regulations
in this Notice. Therefore, owners, buyers and tenants are urged to consult legal
counsel to determine their respective rights and liabilities with respect to the
issue described in this Notice as well as all other aspects of the proposed
transaction. If hazardous wastes or substances have been, or are

                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A

<PAGE>

going to be used, stored, handled or disposed of on the property, or if the
property has or may have underground storage tanks, it is essential that legal
and technical advice be obtained to determine, among other things, what permits
and approvals have been or may be required, if any, the estimated costs and
expenses associated with the use, storage, handling, cleanup, removal or
disposal of the hazardous wastes or substances and what contractual provisions
and protections are necessary or desirable. It may also be important to obtain
expert assistance for site investigations as to the likelihood of hazardous
wastes or substances, or underground storage tanks being on the property.

         Although AMERICAN PROPERTY MANAGEMENT CORP. will disclose any knowledge
it actually possesses with respect to the existence of hazardous wastes or
substances, or underground storage tanks on the property. AMERICAN PROPERTY
MANAGEMENT CORP. has not made investigations or obtained reports regarding the
subject matter of this Notice, except as may be described in a separate written
document signed by AMERICAN PROPERTY MANAGEMENT CORP. AMERICAN PROPERTY
MANAGEMENT CORP. makes no representations regarding the existence or
nonexistence of hazardous wastes or substance, or underground storage tanks on
the property. You should contact a professional, such as a civil engineer,
geologist, industrial hygienist or other persons with experience in these
matters to advise you concerning the property.

         The term "hazardous wastes or substances" is used in this Notice in its
very broadest sense and includes, but is not limited to petroleum base products,
paints and solvents, lead cyanide, DDT, printing inks, acids, pesticides,
ammonium compounds, asbestos, PCBs and other chemical products. Hazardous wastes
or substances and underground storage tanks may be present on all types of real
property. This Notice is therefore meant to apply to any transaction involving
any type of real property, whether improved or unimproved.

25.1     MODIFICATION

         This LEASE may not be modified except by endorsement in writing
attached to this LEASE, dated and signed by all the parties hereto, and LESSOR
shall not be bound by any oral or written statement of any servants, agent, or
employees modifying this LEASE.

26.1     PARTIES AFFECTED

         The rights, liabilities and remedies provided for herein shall extend
to the heirs, legal representatives, successors and, so far as the terms of this
LEASE permit, assigns of the parties hereto, and the words "LESSOR" and "LESSEE"
and their accompanying verbs or pronouns, wherever used [illegible] may be or
become parties hereto.

27.1     SECURITY

         LESSEE and not LESSOR, is responsible for security of the Leased Space.
Any breach in security of the Leased Space, common areas, common access doors,
and/or elevators shall not constitute an eviction of the LESSEE or relieve
LESSEE from any of LESSEE'S

                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A

<PAGE>

obligations under this LEASE. All tenants shall have the responsibility for
maintaining the security to common access.

28.1     RIGHT TO RELOCATE

         LESSOR hereby reserves the right of any time during the term hereof to
change the location of the LEASED Premises in the building or other acceptable
property as may be required. In the event LESSOR elects to exercise the forgoing
option it shall advise LESSEE with sixty (60) days prior written notice of its
intention. If LESSEE does not accept relocation space this LEASE will terminate
at end of sixty (60) day notice period. LESSEE hereby agrees to be bound by its
election to relocate or terminate this LEASE and, further, to execute upon
receipt from LESSOR, whatever amendments or other instruments may be required to
correctly reflect the foregoing change and/or alterations. LESSOR shall relocate
LESSEE at LESSOR'S sole expense. LESSEE shall be relocated to a premise of like
kind and quality.

29.1     RENTAL ADJUSTMENT

         N/A DELETED IN ITS ENTIRETY

29.2     RENTAL ADJUSTMENT DATES

         NONE

29.2     SMOKING - ENTIRE NON-SMOKING BUILDING

         The building in which the LEASED space is located has been designated
as an entire NON-SMOKING building. This includes all areas of the building, both
common areas as well as individual tenant spaces. Thus, smoking in the LEASED
area is not permitted. Because of the fact that some tenants' leases were in
existence prior to the adoption of the entire building non-smoking policy, these
tenants have the rights, if they choose, to smoke in their LEASED space only,
but do have a LEASE obligation to provide smokeless ashtrays and/or an air
purification system that will filter air within the space to the extent that it
is economically feasible. LEASES for all new tenants moving into the building
will incorporate the entire non-smoking building policy and will prohibit these
new tenants under their LEASE from smoking in all areas of the building.

31.1     LIGHT AND AIR

         This LEASE does not grant any rights of access to light and air over
the Property.

32.1     COMMON AREA RESTROOMS

         LESSEE to have access to building common area restrooms only during
building hours of operation.


                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A
<PAGE>

33.1     WAIVER

         Any waiver by the LESSOR of any breach of any covenant herein contained
to be kept and performed by the LESSEE shall not be deemed or considered as a
continuing waiver, and shall not operate to bar or prevent the LESSOR from
declaring a forfeiture for any succeeding breach, either of the same condition
or covenant or otherwise.

34.1     PERSONAL GUARANTY

         See Exhibit "A"

35.1     INTERIOR DESIGN & MODIFICATION

         See Exhibit "B" Space Plan

36.1     LESSOR AGREED TENANT IMPROVEMENTS

         See Exhibit "C" Interior Space Work Agreement

37.1     LESSEE AGREED IMPROVEMENTS

         See Exhibit "D"

                  __X__ None Required

37.2     TELEPHONES

         LESSEE agrees, at its expense, to provide telephone wiring into each
individual office of the premises and appropriate common areas. LESSEE agrees
that LESSOR shall not be liable for any damages or other liability incurred by
LESSEE or any other parties as a result of LESSEE's wiring the premises for
telephones. LESSEE further agrees to indemnify and hold harmless LESSOR from any
and all liability or claims of LESSEE or others arising or resulting from
LESSEE's wiring of the premises for telephones.

38.1     TIME IS OF THE ESSENCE

         LESSOR and LESSEE acknowledge that time is of the essence in the
execution of this Lease Agreement in order to allow LESSOR adequate time to
complete the agreed upon Tenant Improvements. If the Lease Agreement is not
signed, returned (with Lease Consideration and prepaid rent) and accepted by the
LESSOR by July 12, 1996, then LESSEE understands that the Tenant Improvements
described in the Exhibit "C" Interior Space Work Agreement may not be completed
by the Lease Commencement date and LESSEE shall not take possession of premises
until said Tenant Improvements are completed.


                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A

<PAGE>

39.1     EXPIRATION OF OFFER

         This offer to lease shall be null and void at the sole option of the
LESSOR if not returned to LESSOR signed by LESSEE in an acceptable form to
LESSOR and accompanied by appropriate funds by July 12, 1996

In construing of this LEASE, it is understood that the LESSOR or LESSEE may be
more than one person; that if the context so requires, the singular pronoun
shall be taken to mean and include the plural, the masculine, the feminine, and
the neuter, and that generally all grammatical changes shall be made, assumed
and implied to make the provisions hereof apply equally to corporations and to
individuals.

IN WITNESS WHEREOF, the respective parties have executed this instrument in
duplicate on this, the day and year first hereinabove written, any corporation
signature being by authority of its Board of Directors.


LESSOR:                                      By:  /s/ Rhonda J. Tschida
                                                  ---------------------
AMERICAN PROPERTY MANAGEMENT CORP.           Name:  Rhonda J. Tschida
as agent for and on behalf of                Title:  Vice President Commercial
 WESTON HOLDING CO., L.L.C.                            Property
(Federal Tax ID# 93-1273413*)
Address for Notices:
         P.O. Box 12127
         Portland, Oregon  97212
         2154 N.E. Broadway, #200
         Portland, Oregon  97232             DATE:  7/11/96


LESSEE:

David J. Neff, Individually
                                             By:  /s/ David J. Neff
                                                  -----------------
                                             Name:  David J. Neff, Individually

Address for Notices:
         1016 S.W. Taylor
         Portland, Oregon  97205
                                             DATE:  July 10, 1996
                                                    -------------




                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A

<PAGE>

NOTARY:
STATE OF ________________  )
                           )  ss.
County of _______________  )

         The foregoing instrument was acknowledged before me this ____________
day of _____________, 19 __, by the above-named
____________________________________ to be his/her voluntary act and deed.



                                          Notary Public for
                                                            --------------------
                                          My Commission Expires:
                                                                  --------------





                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A

<PAGE>



                                   EXHIBIT "A"

                                PERSONAL GUARANTY

                         [Page unavailable in original]












                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A

<PAGE>



                                   EXHIBIT "B"

                                  [SPACE PLAN]

                         [Graphic of space floor plan.]










                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A

<PAGE>



                                   EXHIBIT "C"

                          INTERIOR SPACE WORK AGREEMENT

                         [Page unavailable in original]











                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit A

<PAGE>
[LOGO]

                          American Property Management
                               Commercial Division
                   2154 N.E. Broadway o Portland, Oregon 97232
             Mailing Address: P.O. Box 42127, Portland, Oregon 97212
                    Phone (503) 284-2147 o FAX (603) 287-1587

                                 LEASE EXTENSION

                                 April 10, 1997

AMERICAN PROPERTY MANAGEMENT Account #C-8703-02

It is mutually agreed that the Lease Agreement dated July 9, 1996, between
AMERICAN PROPERTY MANAGEMENT as agent for and on behalf of WESTON HOLDING CO.,
L.L.C. (Lessor), and David J. Neff, Individually (Lessee), for the retail space
#1016 in the Jeffrey Center Office Building at 1016 S.W. Taylor, in Portland,
Oregon, consisting of approximately 1,902 square feet is hereby modified and
extended as follows:

Article 1

The extension term shall be for a period of three (3) years commencing August 1,
1997 and terminating July 31, 2000.

Article 2

Commencing August 1, 1997 the initial base rental for the extension term shall
be $1,981.25 per month.

Article 3

The rental adjustment dates will be August 1, 1998 and August 1, 1999 and
adjusted as follows:

The rental will be adjusted on the annual anniversary date of the LEASE if the
LEASE is for a term of one (1) year or longer. On said anniversary date the
rental adjustment will be a five percent (5%) increase over the yearly rental
rate paid the current year term now expiring.

Article 4

The following shall replace in its entirety the original Lease Section 11.2,
Remedies to Default:

In case of default as described in Section 11.2 of the original Lease, the
LESSOR shall have the right to the following remedies which are intended to e
cumulative and in addition to any other remedies provided under applicable law:


                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit B


<PAGE>

(a) LESSOR may terminate the LEASE and retake possession of the Premises.
Following such retaking of possession, efforts by LESSOR to relet the Premises
shall be sufficient if LESSOR follows its usual procedure for finding tenants
for the space at rates not less than the current rates for other comparable
space in the Building. If LESSOR has other vacant space in the Building,
prospective tenants may be placed in such other space without prejudice to
LESSOR's claim to damages or loss of rental from LESSEE.

(b) LESSOR may recover all damages caused by LESSEE'S default which shall
include an amount equal to rentals lost because of the default, lease
commissions paid for this LEASE, the unamortized cost of any tenant improvements
installed by LESSOR to meet LESSEE'S special requirements and the cost of any
clean up, refurbishing, lock changes and removal of the LESSEE'S property and
fixtures. LESSOR 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. LESSOR may elect in any one action to
recover accrued damages plus damages attributable to the remaining term of the
lease. Such damages shall be measured based upon the rent due under this LEASE
for the remainder of the term, discounted to the time of judgment at the
prevailing interest rates on judgments.

(c) LESSOR may make any payment or perform any obligation which LESSEE has
failed to perform, in which case LESSOR shall be entitled to recover from LESSEE
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 performances by LESSOR shall not waive LESSEE'S default.

Article 5

The following shall replace in it's entirety the original Lease Section 23.1,
Notice of Non-Renewal:

The LESSEE shall give the LESSOR written notice of LESSEE'S intent regarding the
expiration of the LEASE not more than ninety (90) days and not less than sixty
(60) days prior to the expiration date of this LEASE. In the event the LESSEE
fails to give written notice within the prescribed time frame, the LESSOR
reserves the right to market and lease the Premises. In the event the LESSEE
gives the LESSOR written notice of LESSEE'S intent to renew, but the LESSEE and
LESSOR fail to fully execute a Lease Extension within thirty (30) days of the
LEASE expiration, the LESSOR reserves the right to market and lease the Premises
to another party.

Article 6

LESSEE shall not include anything in LESSEE'S window displays which in LESSOR'S
reasonable opinion: (i) may injure the reputation of the retail portion of the
Building; (ii) may be offensive to customers of the retail portion of the
Building; or (iii) is contrary to the standards of merchandising, marketing,
and/or store operation from time to time established by LESSOR for the retail
portion of the Building.

                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit B


<PAGE>

LESSEE agrees to: (i) maintain the Premises in a clean and orderly fashion; (ii)
make all necessary repairs and replacements; and (iii) comply with all of
LESSOR'S rules and regulations required to maintain the Premises in a clean and
orderly fashion consistent with the use and appearance of the building and in
accordance with the provisions of this LEASE. In the event that LESSEE does not
conform to these provisions, LESSOR reserves the right, upon reasonable advance
written notice, and at LESSEE'S sole cost and expense, to enter the Premises for
the specific purpose of rectifying the condition and restoring the Premises to
the condition, use, and appearance required by the LESSOR pursuant to this
LEASE. Such entry by LESSOR does not constitute LESSOR'S acceptance of LESSEE'S
surrender of the Premises.

Article 7

This offer to extend Lessee's Lease shall expire a the sole option of the Lessor
if this Lease Extension is not signed and delivered to the Lessor with no
changes and accompanied by appropriate pre-paid monies by April 18, 1997.

Article 8

Lessor Agreed Tenant Improvements - See Exhibit "B-1" Space Plan and Exhibit
"C-1" Interior Space Work Agreement.

Article 9

[First Line of text illegible]
incorporating all of the terms and conditions contained in the original Lease
heretofore made between Lessee and Lessor, or Lessor's predecessor in interest,
except as modified by the terms of this Lease Extension. If any provisions
contained in this Lease Extension are inconsistent with any other provisions of
the original Lease, the provisions in this Lease Extension shall control, unless
otherwise provided in this Lease Extension. This Lease Extension is to be
attached to the original Lease, which is to be deemed a part of it. This Lease
Extension shall not be binding at the sole option of the Lessor if, as of the
commencement date of the extension term herein, the Lessee is in default under
any of the provisions of the original Lease above described.



                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit B

<PAGE>
IN WITNESS WHEREOF

LESSOR:                                     LESSEE:
AMERICAN PROPERTY MANAGEMENT                David J. Neff, Individually
as agent for and on behalf of
WESTON HOLDING CO., L.L.C.

X                                           By: /s/ David J. Neff
 ----------------------------------            ---------------------------------
 Keith Vernon                               Name: David J. Neff
 Senior Vice President                      Title: President
                                                  ------------------------------
 DATE:                                      DATE: 4-18-97
      -----------------------------              --------





                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit B


<PAGE>

                            EXHIBIT "B-1" SPACE PLAN

                           David J. Neff, Individually
                             1016 S.W. Taylor Street
                             Portland, Oregon 97205
                               Account #C-8703-02

                                  [Floor Plan]

                               THE JEFFREY CENTER
                                    SUITE 116
                                 1016 SW TAYLOR
                               PORTLAND, OR 97205

                                   Acct. #8703

                        1,902 USABLE SQUARE FEET - TOTAL

                                  [Floor Plan]

Any changes to this Exhibit "B-1" Space Plan are subject to LESSOR'S approval.
Any changes to this plan shall be at LESSEE'S cost and expense, shall not delay
lease commencement, and may delay LESSEE'S occupancy.





                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit B


<PAGE>



                   EXHIBIT "C-1" INTERIOR SPACE WORK AGREEMENT

                       LESSEE: David J. Neff, Individually
   ACCOUNT #: C-8703-02 BUILDING/SUITE #: The Jeffrey Center 1016 S.W. Taylor

<TABLE>
<CAPTION>
                                              ACCEPTED                AGREED               LESSOR           LESSEE
ITEM                                            AS-IS              IMPROVEMENTS            EXPENSE         EXPENSE
----                                            -----              ------------            -------         -------
<S>                                            <C>               <C>                       <C>             <C>
PAINTING:                                      ___X___           ______None_____           ______          _______
(Building Standard Color)                                        _______________

FLOORCOVERING:                                 ___X___           ______None_____           ______          _______
(Building Standard Carpet Color/Cove                             _______________
Base Color)

VINYL FLOORCOVERING:                           ___X___           ______None_____           ______          _______
(Building Standard Vinyl)                                        _______________

LIGHTING:                                      ___X___           ______None_____           ______          _______
(Building Standard Fixtures)                                     _______________

ELECTRICAL:                                    ___X___           ______None_____           ______          _______
(Building Standard 110 Volt)                                     _______________

CEILING:                                       ___X___           ______None_____           ______          _______
(Building Standard Acoustical Tile)                              _______________

PARTITIONS:                                    ___X___           ______None_____           ______          _______
(Building Standard Sheetrock)                                    _______________

DOORS/FRAMES:                                  ___X___           ______None_____           ______          _______
(Building Standard Quality)                                      _______________

LOCKS/HARDWARE:                                ___X___           ______None_____           ______          _______
(Building Standard Quality)                                      _______________

RELIGHTS:                                      ___X___           ______None_____           ______          _______
(Building Standard Interior)                                     _______________

WINDOWCOVERING:                                ___X___           ______None_____           ______          _______
(Building Standard Interior)                                     _______________

TELEPHONE:                                     ___X___           ______None_____           ______          _______
(Building Standard Mud Rings)                                    _______________

PLUMBING:                                      ___X___           ______None_____           ______          _______
</TABLE>


                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit B

<PAGE>

OTHER:  None
        ---------------------------------------------------------

If LESSEE is modifying their existing space layout, or expanding their leased
premises, it is understood and agreed that all LESSOR Agreed Tenant Improvement
work may be performed during normal hours and will not be deemed as an
interruption of LESSEE'S business and that AMERICAN PROPERTY MANAGEMENT CORP.
assumes no liability for damage to any existing hidden electrical located in the
walls, ceiling and/or floors (i.e., electrical for phones, fax, computers,
office equipment, etc.) that is not indicated on this agreement and brought to
the attention and brought to the attention of AMERICAN PROPERTY MANAGEMENT CORP.
prior to the office remodel or is not equipped with an appropriate power surge
protection device.














                                            LESSOR INITIAL KRV LESSEE INITIAL DN
                                                           ---                --
                                                                       Exhibit B


<PAGE>
[LOGO]

                          American Property Management

                2154 N.E. Broadway - Portland, Oregon 97232-1590
          Mailing Address: P.O. Box 12127, Portland, Oregon 97212-0127
                    Phone (503) 284-2147 - FAX (503)287-1587

                                                     Professional Management of:
                                                     -  Apartments
                                                     -  Office Buildings
                                                     -  Commercial Properties
                                                     -  Industrial Properties
                                                     -  Shopping Centers
                                                     -  Mini-Storage

                            FIRST AMENDMENT TO LEASE

                                  July 30, 1997

AMERICAN PROPERTY MANAGEMENT Account #C-8703-02

The following First Amendment to the Original Lease (LEASE) dated July 9, 1996
and extended on April 10, 1997 between AMERICAN PROPERTY MANAGEMENT CORP. as
managing agent and on behalf of WESTON HOLDING CO., L.L.C. (LESSOR) and David J.
Neff, Individually (LESSEE) regarding the premises located at 1016 S.W. Taylor
Street, Portland, Oregon 97205.

If any provision contained in this First Amendment to Lease are inconsistent
with any other provisions of the LEASE, the provisions contained in this First
Amendment to Lease shall control, unless otherwise provided in this First
Amendment to Lease.

The LEASE shall be amended as follows:

Page One:

The account number shall include #C-8740-02.

The premises shall include Suite #555 at 1020 S.W. Taylor Street, Portland,
Oregon 97205 (Expansion Space).

The premises square footage shall increase by 349 rentable square feet.

The base rental shall increase by $349.00 per month commencing August 1, 1997.

The Expansion Space LEASE shall commence for Suite #555 on August 1, 1997.


                                            LESSOR INITIAL     LESSEE INITIAL
                                                           ---                --
                                                                       EXHIBIT C
<PAGE>

The LEASE expiration shall be July 31, 2000.

Section #3.1 Lease Consideration:

The Lease Consideration Deposit shall increase by $349.00.

Section #35.1, Interior Design and Modification:

Existing Space, 1016 S.W. Taylor Street shall remain "as is".

Expansion Space, Suite #555 is described on the attached Exhibit "B-1" Space
Plan.

                          Ask our tenants about us(TM)

Section #36.1, Lessor Agreed Tenant Improvements:

Existing premises, 1016 S.W. Taylor Street shall remain "as is".

Expansion Space, Suite #555 shall be improved based on the attached Exhibit
"C-1" Interior Space Work Agreement.

Standard of Measurement for Suite #555:

         A.)      Useable Square Footage

                  Is that area from the center of the tenant demising wall to
                  the center of the opposite tenant demising wall which is
                  established by the American National Standard Method of
                  Measurement of Office Floor Space (ANSI Z65.1-1980) and the
                  Building Owners and Manager Association (BOMA).

         B.)      Load Factor

                  Is a percentage of all the Building common areas such as
                  Building lobby, elevator lobbies, common hallways, common
                  restrooms, common utility service closets, common conference
                  room, common canteen kitchen lounge areas and designated
                  smoking areas. Not calculated is vertical floor penetrations
                  such as stairways, elevator shafts or mechanical shafts.

         C.)      Rentable Square Footage

                  Is the calculated useable square footage plus a percentage of
                  the common area of the building. The total of the two equal
                  rentable square footage.

                  Formula:

                  Expansion Space, Suite #555

                  317 useable square feet - 10% Load Factor = 349 rentable
                  square feet


                                            LESSOR INITIAL     LESSEE INITIAL
                                                           ---                --
                                                                       EXHIBIT C


<PAGE>

                  Note:  The actual common area square footage exceeds the 10%
                  Load Factor of the Lease.

                  These square footages are approximations only and may vary
                  from the actual square footage. Prior to occupancy LESSEE may
                  inspect and measure the Expansion Space to confirm the square
                  footage. As of occupancy LESSEE shall have deemed to have
                  accepted the Expansion Space, and will be deemed to have
                  waived any objection to the square footage approximations set
                  forth herein.

Special Provision:

This First Amendment to Lease does not allow Lessee to provide Internet Service
to the tenants in the building.

Expiration of Offer:

This offer to amend the LEASE shall expire at the sole option of the LESSOR if
this Lease Agreement is not signed by the LESSEE and delivered to the LESSOR
with no changes and accompanied by appropriate prepaid monies by July 31, 1997.

All other terms and conditions of the LEASE shall apply.



LESSOR:                                        LESSEE:
AMERICAN PROPERTY MANAGEMENT CORP.             David J. Neff, Individually
As agent and on behalf of
WESTON HOLDING CO., L.L.C.



X___________________________________           X  /s/ David Neff
                                                ---------------------------
   Keith R. Vernon                             Name: David J. Neff, Individually
   Senior Vice President                       Title: President
                                                      -----------------

Date:______________________                    Date: 8-4-97
                                                     ------------



                                            LESSOR INITIAL     LESSEE INITIAL
                                                           ---                --
                                                                       EXHIBIT C

<PAGE>

                    EXHIBIT "B-1" EXPANSION SPACE SUITE #555

                           David J. Neff, Individually
                           1020 S.W. Taylor, Suite 555
                             Portland, Oregon 97205
                               Account #C-8740-02

                                  [Floor Plan]





                                            LESSOR INITIAL     LESSEE INITIAL
                                                           ---                --
                                                                       EXHIBIT C

<PAGE>

                   EXHIBIT "C-1" INTERIOR SPACE WORK AGREEMENT

                       LESSEE: David J. Neff, Individually
        ACCOUNT #: C-8740-02 BUILDING/SUITE #: Jeffrey Center/Suite #555

<TABLE>
<CAPTION>
                                              ACCEPTED                AGREED               LESSOR           LESSEE
ITEM                                            AS-IS              IMPROVEMENTS            EXPENSE         EXPENSE
----                                            -----              ------------            -------         -------
<S>                                            <C>               <C>                       <C>             <C>
PAINTING:                                      ___X___           ______None_____           ______          _______
(Building Standard Color)                                        _______________

FLOORCOVERING:                                 ___X___           ______None_____           ______          _______
(Building Standard Carpet Color/Cove                             _______________
Base Color)

VINYL FLOORCOVERING:                           ___X___           ______None_____           ______          _______
(Building Standard Vinyl)                                        _______________

LIGHTING:                                      ___X___           ______None_____           ______          _______
(Building Standard Fixtures)                                     _______________

ELECTRICAL:                                    ___X___           ______None_____           ______          _______
(Building Standard 110 Volt)                                     _______________

CEILING:                                       ___X___           ______None_____           ______          _______
(Building Standard Acoustical Tile)                              _______________

PARTITIONS:                                    ___X___           ______None_____           ______          _______
(Building Standard Sheetrock)                                    _______________

DOORS/FRAMES:                                  ___X___           ______None_____           ______          _______
(Building Standard Quality)                                      _______________

LOCKS/HARDWARE:                                ___X___           ______None_____           ______          _______
(Building Standard Quality)                                      _______________

RELIGHTS:                                      ___X___           ______None_____           ______          _______
(Building Standard Interior)                                     _______________

WINDOWCOVERING:                                ___X___           ______None_____           ______          _______
(Building Standard Interior)                                     _______________

TELEPHONE:                                     ___X___           ______None_____           ______          _______
(Building Standard Mud Rings)                                    _______________

PLUMBING:                                      ___X___           ______None_____           ______          _______



                                            LESSOR INITIAL     LESSEE INITIAL
                                                           ---                --
                                                                       EXHIBIT C
<PAGE>

HVAC:                                          _______           HVAC units to be          ___X___         _______
                                                             operational, if repairs
                                                               are required will be
                                                                 performed after
                                                                 August 1, 1997.
</TABLE>


If LESSEE is modifying their existing space layout, or expanding their leased
premises, it is understood and agreed that all Lessor Agreed Tenant Improvement
work may be performed during normal hours and will not be deemed as an
interruption of LESSEE'S business and that AMERICAN PROPERTY MANAGEMENT CORP.
assumes no liability for damage to any existing hidden electrical located in the
walls, ceiling and/or floors (i.e., electrical for phones, fax, computers,
office equipment, etc.) that is not indicated on this agreement and brought to
the attention of AMERICAN PROPERTY MANAGEMENT CORP. prior to the office remodel
or is not equipped with an appropriate power surge protection device.

If any provisions contained in this Exhibit "C-1" Interior Space Work Agreement
are inconsistent with any other provisions contained in this LEASE (ie: Exhibit
"B-1" Space Plan), the provisions contained in this Exhibit "C-1" Interior Space
Work Agreement shall control.




                                            LESSOR INITIAL     LESSEE INITIAL
                                                           ---                --
                                                                       EXHIBIT C

<PAGE>
[LOGO]

                          AMERICAN PROPERTY MANAGEMENT
                   2154 N.E. Broadway - Portland, Oregon 97232
             Mailing Address: P.O. Box 12127, Portland, Oregon 97212
                     Phone (503) 284-2147 Fax (503)287-1587

                            SECOND AMENDMENT TO LEASE


                                January 18, 1999


AMERICAN PROPERTY MANAGEMENT Account #C-8703-02


The following Second Amendment to Lease shall amend the original Lease dated
July 9, 1996 the Lease Extension dated April 10, 1997 and the First Amendment to
Lease dated July 30, 1997 (collectively the LEASE) between AMERICAN PROPERTY
MANAGEMENT CORP. as agent for and on behalf of WESTON HOLDING CO., L.L.C.,
("LESSOR") and David J. Neff, Individually, ("LESSEE") regarding the Premises
located at 1016 SW Taylor Street, Portland, Oregon 97205 the ("LEASE").

If any provisions contained in this Second Amendment to Lease are inconsistent
with any other provisions of the LEASE, the provisions contained in this Second
Amendment to Lease shall control, unless otherwise provided in the Second
Amendment to Lease.

The LEASE shall be amended as follows:

1.) Page One:

The account number shall include #C-8701-03.

The Premises shall include 1008 SW Taylor Street (Expansion Space).

The Premises square footage shall increase by 457 useable square feet.

The base rental shall increase by $533.17 per month commencing February 6, 1999.

The Expansion Space LEASE shall commence for 1008 SW Taylor Street on February
6, 1999.

The LEASE expiration for the initial Premises and the Expansion Space shall be
January 31, 2002.

2.) Section #3.1, Lease Consideration:

The initial Lease Consideration Deposit shall increase by $587.82.

                                      (1)
                                                                       EXHIBIT D


<PAGE>

3.) Section #35.1, Interior Design and Modification:

Initial Premises, 1016 SW Taylor Street shall remain "as is".

Expansion Space, 1008 SW Taylor Street shall be improved based on the attached
Exhibit "B" Space Plan.

4.) Section #36.1, Lessor Agreed Tenant Improvements:

Initial Premises, 1016 SW Taylor Street shall remain "as is".

Expansion Space, 1008 SW Taylor Street shall be improved based on the attached
Exhibit "C-2" Interior Space Work Agreement for 1008 SW Taylor Street.

If any provisions contained in this Exhibit "C-2" Interior Space Work Agreement
are inconsistent with any other provisions contained in this LEASE (ie: Exhibit
"B" Space Plan), the provisions contained in this Exhibit "C-2" Interior Space
Work Agreement shall control.

5.) Floor Plan:

                  See attached Exhibit "E" Floor Plan.

6.) Article 3:

The following shall replace in its entirety Article 3 of the Lease Extension
date April 10, 1997.

Effective August 1, 1999 the rental amount shall be $2,717.50 per month.

Effective thereafter the base rental amount shall be increased by the percentage
increase in the yearly Consumer Price Index for US City average (all urban
consumer) using a base of May 1999 and the same Consumer Price Index as of May
2000, and on the same month of each year for the remaining lease term. Such
information will be secured from the US Bureau of Labor Statistics. Said
increase shall be subject to a minimum annual increase of 3% and a maximum
annual increase of 5%.

The rental adjustment dates shall be August 1, 2000 and August 1, 2001.

7.) Special Provision #1:

It is acknowledged and agreed that the LESSOR will not guarantee the temperature
ranges in the Expansion Space due to the LESSEE'S installation of heat
generating equipment and no additional heating or cooling shall be provided by
the LESSOR. It shall be the LESSEE'S sole responsibility for any changes
necessary in the heating ventilation and air conditioning system to accommodate
the heat generating equipment at LESSEE'S sole cost and expense. The existing
heating ventilation and air conditioning system are provided "as-is".


                                      (2)
                                                                       EXHIBIT D


<PAGE>

8.) Special Provision #2:

This Second Amendment to Lease is contingent upon the termination of the
existing Lease Agreement between the LESSOR and N.B. & S., Inc. for 1008 SW
Taylor Street.

9.) Special Provision #3:

Upon the commencement date of the Expansion Space it is agreed that the LESSEE
will have no further lease obligation for Suite #555 at 102 SW Taylor Street as
described in the First Amendment to Lease dated July 30, 1997 subject to the
LESSEE completely vacating Suite #555. LESSEE agrees to completely vacate Suite
#555 on or before February 6, 1999 or upon the commencement date of base rental
for 1008 SW Taylor Street whichever occurs first.

10.) Expiration of Offer:

This offer to amend the LEASE shall expire at the sole option of the LESSOR if
this Lease Agreement is not signed by the LESSEE and delivered to the LESSOR
with no changes and accompanied by appropriate prepaid monies by January 22,
1999.

11.) Notice of Non Renewal:

Section 23-1 of the original Lease dated July 9, 1997 shall be deleted in it's
entirety.


All other terms and conditions of the LEASE shall apply:


LESSOR:                                           LESSEE:
AMERICAN PROPERTY MANAGEMENT                      DAVID J. NEFF, Individually
CORP., as Agent for and on behalf of
WESTON HOLDING CO. L.L.C.


X/s/ Douglas D. Lindholm                          X/s/ David J. Neff
 ----------------------------                      ----------------------
     Douglas D. Lindholm                            David J. Neff, Individually
     Vice President of Commercial Property

Date:  1/20/99                                    Date: 1/19/99
       ------------                                     ------------




                                      (3)
                                                                       EXHIBIT D

<PAGE>

                 EXHIBIT "B" SPACE PLAN FOR THE EXPANSION SPACE

                           David J. Neff, Individually
                              1008 SW Taylor Street
                             Portland, Oregon 97205
                               Account #C-8701-03

                                  [Floor Plan]







Any changes to this Exhibit "B" Space Plan are subject to LESSOR'S approval. Any
changes to this plan shall be at LESSEE'S sole cost and expense, shall not delay
lease commencement, and may delay LESSEE'S occupancy.



                                                                       EXHIBIT D

<PAGE>
                   EXHIBIT "C-2" INTERIOR SPACE WORK AGREEMENT

                       LESSEE: David J. Neff, Individually
      ACCOUNT #: C-8701-03 BUILDING/SUITE #: Jeffrey Center 1008 SW Taylor

<TABLE>
<CAPTION>
                                              ACCEPTED                AGREED               LESSOR           LESSEE
ITEM                                            AS-IS              IMPROVEMENTS            EXPENSE         EXPENSE
----                                            -----              ------------            -------         -------
<S>                                              <C>          <C>                         <C>              <C>
PAINTING:                                        ___          Paint premises, color           X            _______
(Building Standard Color)                                       to be Stream Gray.            -

FLOORCOVERING:                                   ___          Carpet premises, color          X            _______
(Building Standard Carpet Color/Cove                               to be Lynx.                -
Base Color)

VINYL FLOORCOVERING:                              X                    None                ______          _______
(Building Standard Vinyl)                         -                    ----

LIGHTING:                                        ___                   None                ______          _______
(Building Standard Fixtures)                                           ----

ELECTRICAL:                                      ___             Provide five (5)             X            _______
(Building Standard 110 Volt)                                   dedicated four plug            -
                                                             outlets where indicated
                                                               on Exhibit "B" Space
                                                                       Plan

CEILING:                                         ___          Replace all broken and          X            _______
(Building Standard Acoustical Tile)                           stained ceiling tiles.          -

PARTITIONS:                                       X                    None                ______          _______
(Building Standard Sheetrock)                     -                    ----

DOORS/FRAMES:                                     X                    None                ______          _______
                                                  -                    ----
(Building Standard Quality)

LOCKS/HARDWARE:                                  ___          All interior doors are          X            _______
(Building Standard Quality)                                    to be supplied with            -
                                                             passage door knobs only
                                                              (no locks). Lessor to
                                                              provide 3 suite entry
                                                                    door keys.

RELIGHTS:                                         X                    None                ______          _______
(Building Standard Interior)                      -                    ----

WINDOWCOVERING:                                  ___           Remove existing bars           X            _______
(Building Standard Interior)                                     from store front             -
                                                                     windows.


                                      (5)
                                                                       EXHIBIT D

<PAGE>

TELEPHONE:                                        X                    None                ______          _______
(Building Standard Mud Rings)                     -                    ----

PLUMBING:                                         X                    None                ______          _______
                                                  -                    ----
</TABLE>

Note: LESSEE acknowledges that LESSOR will be performing the above described
work during normal business hours. LESSEE agrees to move all furniture and
equipment at least three (3) feet away from work areas.

If LESSEE is modifying their existing space layout, or expanding their leased
premises, it is understood and agreed that all Lessor Agreed Tenant Improvement
work may be performed during normal business hours and will not be deemed as an
interruption of LESSEE'S business and that AMERICAN PROPERTY MANAGEMENT CORP.
assumes no liability for damage to any existing hidden electrical located in the
walls, ceiling and/or floors (i.e., electrical for phones, fax, computers,
office equipment, etc.) that is not indicated on this agreement and brought to
the attention and brought to the attention of AMERICAN PROPERTY MANAGEMENT CORP.
prior to the office remodel or is not equipped with an appropriate power surge
protection device.


                                      (6)
                                                                       EXHIBIT D
<PAGE>

                             EXHIBIT "E" FLOOR PLAN

                           David J. Neff, Individually
                              1008 SW Taylor Street
                             Portland, Oregon 97205
                               Account #C-8701-03

                                  [Floor Plan]







The above Floor Plan is meant to show the approximate location of the Premises
in relation to the rest of the floor only. It may not show an accurate as-built
drawing and is not meant for tenant improvement purposes.







                                      (7)
                                                                       EXHIBIT D