<PAGE>

                                                                   EXHIBIT 10.32


                             BANK OF AMERICA TOWER
                              SEATTLE, WASHINGTON




                             OFFICE LEASE AGREEMENT


                                    BETWEEN


       EOP-COLUMBIA CENTER, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY
                                  ("LANDLORD")


                                      AND


                    AVENUE A, INC., a Washington corporation
                                   ("TENANT")
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>      <C>                                                                      <C>
I.       Basic Lease Information.................................................  1
II.      Lease Grant.............................................................  2
III.     Possession..............................................................  2
IV.      Rent....................................................................  3
V        Compliance with Laws; Use...............................................  7
VI.      Security Deposit........................................................  7
VII.     Services to be Furnished by Landlord....................................  7
VIII.    Leasehold Improvements..................................................  8
IX.      Repairs and Alterations.................................................  9
X.       Use of Electrical Services by Tenant.................................... 10
XI.      Entry by Landlord....................................................... 10
XII.     Assignment and Subletting............................................... 10
XIII.    Liens................................................................... 12
XIV.     Indemnity and Waiver of Claims.......................................... 12
XV.      Insurance............................................................... 12
XVI.     Subrogation............................................................. 13
XVII.    Casualty Damage......................................................... 13
XVIII.   Condemnation............................................................ 14
XIX.     Events of Default....................................................... 14
XX.      Remedies................................................................ 15
XXI.     Limitation of Liability................................................. 16
XXII.    No Waiver............................................................... 16
XXIII.   Quiet Enjoyment......................................................... 16
XXIV.    Relocation.............................................................. 16
XXV.     Holding Over............................................................ 16
XXVI.    Subordination to Mortgages; Estoppel Certificate........................ 17
XXVII.   Attorneys' Fees......................................................... 17
XXVIII   Notice.................................................................. 17
XXIX.    Excepted Rights......................................................... 17
XXX.     Surrender of Premises................................................... 18
XXXI.    Miscellaneous........................................................... 18
XXXII.   Entire Agreement........................................................ 20
</TABLE>
<PAGE>

                             OFFICE LEASE AGREEMENT

     This Office Lease Agreement (the "Lease") is made and entered into as of
the _________________ day of __________________, by and between EOP-COLUMBIA
CENTER, L.L.C., a Delaware limited liability company ("Landlord") and AVENUE A,
INC., a Washington corporation ("Tenant").

I.   Basic Lease Information.

     A.   "Building" shall mean the building located at 701 Fifth Avenue,
          Seattle, Washington  98104, and commonly known as Bank of America
          Tower.

     B.   "Rentable Square Footage of the Building" is deemed to be 1,468,858
          square feet.

     C.   "Premises" shall mean the area shown on Exhibit A to this Lease.  The
          Premises are located on floor 26 and known as suite number 2600.  The
          "Rentable Square Footage of the Premises" is deemed to be 23,751
          square feet.

     D.   "Base Rent":
<TABLE>
<CAPTION>

                                           Annual Rate Per                   Annual                 Monthly
             Period                     Rentable Square Foot               Base Rent               Base Rent
             ------                     --------------------               ---------               ---------

<S>                                 <C>                             <C>                        <C>
       02/23/00 - 02/29/00                    $27.50                                              $ 1,876.88
       03/01/00 - 12/31/00                    $27.50                      $653,152.50             $54,429.38
</TABLE>

     E.   "Tenant's Pro Rata Share":  1.6170%.

     F.   "Base Year" for Taxes:  2000; "Base Year" for Expenses:  2000.

     G.   "Term":  A period of 10 months and 7 days.  The Term shall commence on
          February 23, 2000 (the "Commencement Date") and, unless terminated
          early in accordance with this Lease, end on December 31, 2000 (the
          "Termination Date").

     H.   Tenant allowance(s): None.

     I.   "Security Deposit":   $54,429.38.

     J.   "Guarantor(s)":  None.

     K.   "Broker(s)":  Wright Runstad Associates Limited Partnership and
          Washington Partners, Inc.

     L.   "Permitted Use":  Data center for internet advertising business,
          including general office use.

     M.   "Notice Addresses":

          Tenant:

                                       1
<PAGE>

     Prior to, on and after the Commencement Date, notices shall be sent to
     Tenant at the following address:

     Avenue A, Inc.
     The Smith Tower
     506 Second Avenue, 9th Floor
     Seattle, WA  98104
     Attention:  V.P., Finance and Administration

     Phone #:  (206) 521-8800
     Fax #:   (206) 521-8808


        Landlord:                               With a copy to:

      EOP-Columbia Center, L.L.C.               Equity Office Properties
        c/o Equity Office Properties            Two North Riverside Plaza
        701 Fifth Avenue, Suite 4040            Suite 2200
        Seattle, Washington  98104-7089         Chicago, Illinois 60606
        Attention:  Building Manager            Attention: West Regional Counsel


     Rent (defined in Section IV.A) is payable to the order of Equity Office
     Properties at the following address: P. O. Box 931753, Atlanta, Georgia
     31193-1753.

     N.   "Business Day(s)" are Monday through Friday of each week, exclusive of
          New Year's Day, President's Day, Memorial Day, Independence Day, Labor
          Day, Thanksgiving Day and Christmas Day ("Holidays").  Landlord may
          designate additional Holidays, provided that the additional Holidays
          are commonly recognized by other office buildings in the area where
          the Building is located.

     O.   "Landlord Work" means the work, if any, that Landlord is obligated to
          perform in the Premises pursuant to a separate work letter agreement
          (the "Work Letter"), if any, attached as Exhibit D.  If a Work Letter
          is not attached to this Lease or if an attached Work Letter does not
          require Landlord to perform any work, the occurrence of the
          Commencement Date shall not be conditioned upon the performance of
          work by Landlord and, accordingly, Section III.A. shall not be
          applicable to the determination of the Commencement Date.

     P.   "Law(s)" means all applicable statutes, codes, ordinances, orders,
          rules and regulations of any municipal or governmental entity.

     Q.   "Normal Business Hours" for the Building are 9:00 a.m. to 6:00 p.m. on
          Business Days and 9:00 a.m. to 1:00 p.m. on Saturdays.

     R.   "Property" means the Building and the parcel(s) of land on which it is
          located and, at Landlord's discretion, the Building garage and other
          improvements serving the Building, if any, and the parcel(s) of land
          on which they are located.

II.  Lease Grant.

     Landlord leases the Premises to Tenant and Tenant leases the Premises from
Landlord, together with the right in common with others to use any portions of
the Property that are designated by Landlord for the common use of tenants and
others, such as sidewalks, unreserved parking areas, common corridors, elevator
foyers, restrooms, vending areas and lobby areas (the "Common Areas").

III. Possession.

     A.   Intentionally Omitted.

     B.   Subject to Landlord's obligations under Section IX.B., the Premises
          are accepted by Tenant in "as is" condition and configuration. By
          taking possession of the Premises, Tenant agrees that the Premises are
          in good order and satisfactory condition, and that there are no
          representations or warranties by Landlord regarding the condition of
          the Premises or the Building.  If Landlord is delayed

                                       2
<PAGE>

          delivering possession of the Premises or any other space due to the
          holdover or unlawful possession of such space by any party, Landlord
          shall use reasonable efforts to obtain possession of the space. The
          Commencement Date shall be postponed until the date Landlord delivers
          possession of the Premises to Tenant free from occupancy by any party,
          and the Termination Date, at the option of Landlord, may be postponed
          by an equal number of days. Notwithstanding the foregoing, if the
          Commencement Date does not occur by the Outside Possession Date (as
          hereinafter defined), Tenant, as its sole remedy, may terminate this
          Lease by giving Landlord written notice of termination on or before
          the earlier to occur of: (i) five (5) Business Days after the Outside
          Possession Date; and (ii) the Commencement Date. In such event, this
          Lease shall be deemed null and void and of no further force and effect
          and Landlord shall promptly refund any prepaid rent and Security
          Deposit previously advanced by Tenant under this Lease and, so long as
          Tenant has not previously defaulted under any of its obligations, the
          parties hereto shall have no further responsibilities or obligations
          to each other with respect to this Lease. The "Outside Possession
          Date" shall for the purposes of this Lease be the date which is 270
          days following the last to occur of (a) payment by Tenant to Landlord
          of the Security Deposit, if any; (b) payment by Tenant to Landlord of
          the installment of Base Rent for the first full calendar month of the
          Term; and (c) execution of the Lease by both Landlord and Tenant.
          Notwithstanding anything herein to the contrary, if Landlord
          determines that it will be unable to cause the Commencement Date to
          occur by the Outside Possession Date, Landlord shall have the right to
          immediately provide Tenant with written notice (the "Outside Extension
          Notice") of such inability, which Outside Extension Notice shall set
          forth the date on which Landlord reasonably believes that the
          Commencement Date will occur. Upon receipt of the Outside Extension
          Notice, Tenant shall have the right to terminate this Lease by
          providing written notice of termination to Landlord within five (5)
          Business Days after the date of the Outside Extension Notice. In the
          event that Tenant does not terminate this Lease within such five (5)
          Business Day period, the Outside Possession Date shall automatically
          be amended to be the date set forth in Landlord's Outside Extension
          Notice.

     C.   If Tenant takes possession of the Premises before the Commencement
          Date, such possession shall be subject to the terms and conditions of
          this Lease and Tenant shall pay Rent (defined in Section IV.A.) to
          Landlord for each day of possession before the Commencement Date.
          However, except for the cost of services requested by Tenant (e.g.
          freight elevator usage), Tenant shall not be required to pay Rent for
          any days of possession before the Commencement Date during which
          Tenant, with the approval of Landlord, is in possession of the
          Premises for the sole purpose of performing improvements or installing
          furniture, telephone system, computer cabling, equipment or other
          personal property.

IV.  Rent.

     A.   Payments. As consideration for this Lease, Tenant shall pay Landlord,
          --------
          without any setoff or deduction, the total amount of Base Rent and
          Additional Rent due for the Term. "Additional Rent" means all sums
          (exclusive of Base Rent) that Tenant is required to pay Landlord.
          Additional Rent and Base Rent are sometimes collectively referred to
          as "Rent". Tenant shall pay and be liable for all rental, sales and
          use taxes (but excluding income taxes), if any, imposed upon or
          measured by Rent under applicable Law.  Base Rent and recurring
          monthly charges of Additional Rent shall be due and payable in advance
          on the first day of each calendar month without notice or demand,
          provided that the installment of Base Rent for the first full calendar
          month of the Term shall be payable upon the execution of this Lease by
          Tenant.  All other items of Rent shall be due and payable by Tenant on
          or before 30 days after billing by Landlord.  All payments of Rent
          shall be by good and sufficient check or by other means (such as
          automatic debit or electronic transfer) acceptable to Landlord.  If
          Tenant fails to pay any item or installment of Rent when due, Tenant
          shall pay Landlord an administration fee equal to 5% of the past due
          Rent, provided that Tenant shall be entitled to a grace period of 5
          days for the first 2 late payments of Rent in a given calendar year.
          If the Term commences on a day other than the first day of a calendar
          month or terminates on a day other than the last day of a calendar
          month, the monthly Base Rent and Tenant's Pro Rata Share of any Tax
          Excess (defined in Section IV.B.) or Expense Excess (defined in
          Section IV.B.) for the

                                       3
<PAGE>

          month shall be prorated based on the number of days in such calendar
          month. Landlord's acceptance of less than the correct amount of Rent
          shall be considered a payment on account of the earliest Rent due. No
          endorsement or statement on a check or letter accompanying a check or
          payment shall be considered an accord and satisfaction, and either
          party may accept the check or payment without prejudice to that
          party's right to recover the balance or pursue other available
          remedies. Tenant's covenant to pay Rent is independent of every other
          covenant in this Lease.

     B.   Expense Excess and Tax Excess. Tenant shall pay Tenant's Pro Rata
          ------------------------------
          Share of the amount, if any, by which Expenses (defined in Section
          IV.C.) for each calendar year during the Term exceed Expenses for the
          Base Year (the "Expense Excess") and also the amount, if any, by which
          Taxes (defined in Section IV.D.) for each calendar year during the
          Term exceed Taxes for the Base Year (the "Tax Excess").  If Expenses
          and/or Taxes in any calendar year decrease below the amount of
          Expenses and/or Taxes for the Base Year, Tenant's Pro Rata Share of
          Expenses and/or Taxes, as the case may be, for that calendar year
          shall be $0.  Landlord shall provide Tenant with a good faith estimate
          of  the Expense Excess and of the Tax Excess for each calendar year
          during the Term.  On or before the first day of each month, Tenant
          shall pay to Landlord a monthly installment equal to one-twelfth of
          Tenant's Pro Rata Share of Landlord's estimate of the Expense Excess
          and one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of
          the Tax Excess. If Landlord determines that its good faith estimate of
          the Expense Excess or of the Tax Excess was incorrect by a material
          amount, Landlord may provide Tenant with a revised estimate upon
          thirty (30) days prior written notice.  Thereafter,  Tenant's monthly
          payments shall be based upon the revised estimate.  If Landlord does
          not provide Tenant with an estimate of the Expense Excess or of the
          Tax Excess by January 1 of a calendar year, Tenant shall continue to
          pay monthly installments based on the previous year's estimate(s)
          until Landlord provides Tenant with the new estimate.  Upon delivery
          of the new estimate, an adjustment shall be made for any month for
          which Tenant paid monthly installments based on the previous year's
          estimate(s).  Tenant shall pay Landlord the amount of any underpayment
          within 30 days after receipt of the new estimate.  Any overpayment
          shall be refunded to Tenant within 30 days or credited against the
          next due future installment(s) of Additional Rent.

          As soon as is practical following the end of each calendar year,
          Landlord shall furnish Tenant with a statement of the actual Expenses
          and Expense Excess and the actual Taxes and Tax Excess for the prior
          calendar year.  If the estimated Expense Excess and/or estimated Tax
          Excess for the prior calendar year is more than the actual Expense
          Excess and/or actual Tax Excess, as the case may be, for the prior
          calendar year, Landlord shall apply any overpayment by Tenant against
          Additional Rent due or next becoming due, provided if the Term expires
          before the determination of the overpayment, Landlord shall refund any
          overpayment to Tenant after first deducting the amount of Rent due.
          If the estimated Expense Excess and/or estimated Tax Excess for the
          prior calendar year is less than the actual Expense Excess and/or
          actual Tax Excess, as the case may be, for such prior year, Tenant
          shall pay Landlord, within 30 days after its receipt of the statement
          of Expenses and/or Taxes, any underpayment for the prior calendar
          year.

     C.   Expenses Defined.  "Expenses" means all costs and expenses incurred in
          ----------------
          each calendar year in connection with operating, maintaining,
          repairing, and managing the Building and the Property, including, but
          not limited to:

          1.   Labor costs, including, wages, salaries, social security and
               employment taxes, medical and other types of insurance, uniforms,
               training, and retirement and pension plans.

          2.   Management fees, the cost of equipping and maintaining a
               management office, accounting and bookkeeping services, legal
               fees not attributable to leasing or collection activity, and
               other administrative costs.  Landlord, by itself or through an
               affiliate, shall have the right to directly perform or provide
               any services under this Lease (including management services),
               provided that the cost of any such services shall not exceed the
               cost that

                                       4
<PAGE>

               would have been incurred had Landlord entered into an arms-length
               contract for such services with an unaffiliated entity of
               comparable skill and experience.

          3.   The cost of services, including amounts paid to service providers
               and the rental and purchase cost of parts, supplies, tools and
               equipment.

          4.   Premiums and deductibles paid by Landlord for insurance,
               including workers compensation, fire and extended coverage,
               earthquake, general liability, rental loss, elevator, boiler and
               other insurance customarily carried from time to time by
               reasonably prudent owners of comparable office buildings.

          5.   Electrical Costs (defined below) and charges for water, gas,
               steam and sewer, but excluding those charges for which Landlord
               is reimbursed by tenants.  "Electrical Costs" means:  (a) charges
               paid by Landlord for electricity; (b) costs incurred in
               connection with an energy management program for the Property;
               and (c) if and to the extent permitted by Law, a reasonable fee
               for the services provided by Landlord in connection with the
               selection of utility companies and the negotiation and
               administration of contracts for electricity, provided that such
               fee shall not exceed 50% of any savings obtained by Landlord.
               Electrical Costs shall be adjusted as follows:  (i) amounts
               received by Landlord as reimbursement for above standard
               electrical consumption shall be deducted from Electrical Costs;
               (ii) the cost of electricity incurred to provide overtime HVAC to
               specific tenants (as reasonably estimated by Landlord) shall be
               deducted from Electrical Costs; and (iii) if Tenant is billed
               directly for the cost of building standard electricity to the
               Premises as a separate charge in addition to Base Rent, the cost
               of electricity to individual tenant spaces in the Building shall
               be deducted from Electrical Costs.

          6.   The amortized cost of capital improvements (as distinguished from
               replacement parts or components installed in the ordinary course
               of business) made to the Property which are:  (a) performed
               primarily to reduce operating expense costs or otherwise improve
               the operating efficiency of the Property; or (b) required to
               comply with any Laws that are enacted, or first interpreted to
               apply to the Property, after the date of this Lease.  The cost of
               capital improvements shall be amortized by Landlord over the
               lesser of the Payback Period (defined below) or 5 years.  The
               amortized cost of capital improvements may,  at Landlord's
               option, include actual or imputed interest at the rate that
               Landlord would reasonably be required to pay to finance the cost
               of the capital improvement.  "Payback Period" means the
               reasonably estimated period of time that it takes for the cost
               savings resulting from a capital improvement to equal the total
               cost of the capital improvement.

          If Landlord incurs Expenses for the Property together with one or more
          other buildings or properties, whether pursuant to a reciprocal
          easement agreement, common area agreement or otherwise, the shared
          costs and expenses shall be equitably prorated and apportioned between
          the Property and the other buildings or properties.  Expenses shall
          not include: the cost of capital improvements (except as set forth
          above); depreciation; interest (except as provided above for the
          amortization of capital improvements); principal payments of mortgage
          and other non-operating debts of Landlord; the cost of repairs or
          other work to the extent Landlord is reimbursed by insurance or
          condemnation proceeds; costs in connection with leasing space in the
          Building, including brokerage commissions, or enforcement of lease
          agreements; lease concessions, including rental abatements and
          construction allowances, granted to specific tenants; costs incurred
          in connection with the sale, financing or refinancing of the Building;
          fines, interest and penalties incurred due to the late payment of
          Taxes (defined in Section IV.D) or Expenses; organizational expenses
          associated with the creation and operation of the entity which
          constitutes Landlord; or any penalties or damages that Landlord pays
          to Tenant under this Lease or to other tenants in the Building under
          their respective leases.  If the Building is not at least 95% occupied
          during any calendar year or if Landlord is not supplying services to
          at least 95% of the total Rentable Square Footage of the Building at
          any time

                                       5
<PAGE>

          during a calendar year, Expenses shall, at Landlord's option, be
          determined as if the Building had been 95% occupied and Landlord had
          been supplying services to 95% of the Rentable Square Footage of the
          Building during that calendar year. If Tenant pays for its Pro Rata
          Share of Expenses based on increases over a "Base Year" and Expenses
          for a calendar year are determined as provided in the prior sentence,
          Expenses for the Base Year shall also be determined as if the Building
          had been 95% occupied and Landlord had been supplying services to 95%
          of the Rentable Square Footage of the Building. The extrapolation of
          Expenses under this Section shall be performed by appropriately
          adjusting the cost of those components of Expenses that are impacted
          by changes in the occupancy of the Building.

     D.   Taxes Defined.  "Taxes" shall mean:  (1) all real estate taxes and
          --------------
          other assessments on the Building and/or Property, including, but not
          limited to, assessments for special improvement districts and building
          improvement districts, taxes and assessments levied in substitution or
          supplementation in whole or in part of any such taxes and assessments
          and the Property's share of any real estate taxes and assessments
          under any reciprocal easement agreement, common area agreement or
          similar agreement as to the Property; (2) all personal property taxes
          for property that is owned by Landlord and used in connection with the
          operation, maintenance and repair of the Property; and (3) all costs
          and fees incurred in connection with seeking reductions in any tax
          liabilities described in (1) and (2), including, without limitation,
          any costs incurred by Landlord for compliance, review and appeal of
          tax liabilities.  Without limitation, Taxes shall not include any
          income, capital levy, franchise, capital stock, gift, estate or
          inheritance tax.   If an assessment is payable in installments, Taxes
          for the year shall include the amount of the installment and any
          interest due and payable during that year.  For all other real estate
          taxes, Taxes for that year shall, at Landlord's election, include
          either the amount accrued, assessed or otherwise imposed for the year
          or the amount due and payable for that year, provided that Landlord's
          election shall be applied consistently throughout the Term.  If a
          change in Taxes is obtained for any year of the Term during which
          Tenant paid Tenant's Pro Rata Share of any Tax Excess, then Taxes for
          that year will be retroactively adjusted and Landlord shall provide
          Tenant with a credit, if any, based on the adjustment.  Likewise, if a
          change is obtained for Taxes for the Base Year, Taxes for the Base
          Year shall be restated and the Tax Excess for all subsequent years
          shall be recomputed.  Tenant shall pay Landlord the amount of Tenant's
          Pro Rata Share of any such increase in the Tax Excess within 30 days
          after Tenant's receipt of a statement from Landlord.

     E.   Audit Rights.  Tenant may, within 90 days after receiving Landlord's
          ------------
          statement of Expenses, give Landlord written notice ("Review Notice")
          that Tenant intends to review Landlord's records of the Expenses for
          that calendar year.  Within a reasonable time after receipt of the
          Review Notice, Landlord shall make all pertinent records available for
          inspection that are reasonably necessary for Tenant to conduct its
          review.  If any records are maintained at a location other than the
          office of the Building, Tenant may either inspect the records at such
          other location or pay for the reasonable cost of copying and shipping
          the records.  If Tenant retains an agent to review Landlord's records,
          the agent must be with a licensed CPA firm.  Tenant shall be solely
          responsible for all costs, expenses and fees incurred for the audit.
          Within 60 days after the records are made available to Tenant, Tenant
          shall have the right to give Landlord written notice (an "Objection
          Notice") stating in reasonable detail any objection to Landlord's
          statement of Expenses for that year.  If Tenant fails to give Landlord
          an Objection Notice within the 60 day period or fails to provide
          Landlord with a Review Notice within the 90 day period described
          above, Tenant shall be deemed to have approved Landlord's statement of
          Expenses and shall be barred from raising any claims regarding the
          Expenses for that year.  If Tenant provides Landlord with a timely
          Objection Notice, Landlord and Tenant shall work together in good
          faith to resolve any issues raised in Tenant's Objection Notice.  If
          Landlord and Tenant determine that Expenses for the calendar year are
          less than reported, Landlord shall provide Tenant with a credit
          against the next installment of Rent in the amount of the overpayment
          by Tenant.  Likewise, if Landlord and Tenant determine that Expenses
          for the calendar year are greater than reported, Tenant shall pay
          Landlord the amount of any underpayment within

                                       6
<PAGE>

          30 days. In addition, if Landlord and Tenant determine that Expenses
          were less than stated by five percent (5%), then Landlord will pay the
          reasonable cost of such review by Tenant. The records obtained by
          Tenant shall be treated as confidential. In no event shall Tenant be
          permitted to examine Landlord's records or to dispute any statement of
          Expenses unless Tenant has paid and continues to pay all Rent when
          due.

V.   Compliance with Laws; Use.

     The Premises shall be used only for the Permitted Use and for no other use
whatsoever.  Tenant shall not use or permit the use of the Premises for any
purpose which is illegal, dangerous to persons or property or which, in
Landlord's reasonable opinion, unreasonably disturbs any other tenants of the
Building or interferes with the operation of the Building.  Tenant shall comply
with all Laws, including the Americans with Disabilities Act, regarding the
operation of Tenant's business and the use, condition, configuration and
occupancy of the Premises.  Landlord, at its sole cost and expense (except to
the extent properly included in Expenses), shall be responsible for correcting
any violations of Title III of the Americans with Disabilities Act with respect
to the Premises (so long as such violation existed on the Commencement Date) and
the Common Areas of the Building, provided that Landlord's obligation with
respect to the Premises shall be limited to violations that arise out of the
condition of the Premises prior to the commencement of any Alterations (as
hereinafter defined) and prior to the installation of any furniture, equipment
and other personal property of Tenant.  Notwithstanding the forgoing, Landlord
shall have the right to contest any alleged violation in good faith, including,
without limitation, the right to apply for and obtain a waiver or deferment of
compliance, the right to appeal any decision, judgments or rulings to the
fullest extent permitted by law.  Landlord, after the exhaustion of any and all
rights to appeal or contest, will make all repairs, additions, alterations or
improvements necessary to comply with the terms of any final order or judgment.
Notwithstanding the foregoing, Tenant, not Landlord, shall be responsible for
the correction of any violations that arise out of or in connection with any
claims brought under any provision of the Americans with Disabilities Act other
than Title III, the specific nature of Tenant's business in the Premises (other
than general office use), the acts or omissions of Tenant, its agents, employees
or contractors, Tenant's arrangement of any furniture, equipment or other
property in the Premises, any repairs, alterations, additions or improvements
performed by or on behalf of Tenant and any design or configuration of the
Premises specifically requested by Tenant after being informed that such design
or configuration may not be in strict compliance with the ADA.  Tenant, within
10 days after receipt, shall provide Landlord with copies of any notices it
receives regarding a violation or alleged violation of any Laws.  Tenant shall
comply with the rules and regulations of the Building attached as Exhibit B and
such other reasonable rules and regulations adopted by Landlord from time to
time.  Tenant shall also cause its agents, contractors, subcontractors,
employees, customers, and subtenants to comply with all rules and regulations.
Landlord shall not knowingly discriminate against Tenant in Landlord's
enforcement of the rules and regulations.

VI.  Security Deposit.

     The Security Deposit shall be delivered to Landlord upon the execution of
this Lease by Tenant and shall be held by Landlord without liability for
interest (unless required by Law) as security for the performance of Tenant's
obligations.  The Security Deposit is not an advance payment of Rent or a
measure of Tenant's liability for damages.  Landlord may, from time to time,
without prejudice to any other remedy, use all or a portion of the Security
Deposit to satisfy past due Rent or to cure any uncured default by Tenant.  If
Landlord uses the Security Deposit, Tenant shall on demand restore the Security
Deposit to its original amount. Landlord shall return any unapplied portion of
the Security Deposit to Tenant within 45 days after the later to occur of: (1)
the determination of Tenant's Pro Rata Share of any Tax Excess and Expense
Excess for the final year of the Term; (2) the date Tenant surrenders possession
of the Premises to Landlord in accordance with this Lease; or (3) the
Termination Date.  If Landlord transfers its interest in the Premises, Landlord
may assign the Security Deposit to the transferee and, following the assignment,
Landlord shall have no further liability for the return of the Security Deposit.
Landlord shall not be required to keep the Security Deposit separate from its
other accounts.

VII. Services to be Furnished by Landlord.

     A.   Landlord agrees to furnish Tenant with the following services: (1)
          Water service for use in the lavatories on each floor on which the
          Premises are located;

                                       7
<PAGE>

          (2) Heat and air conditioning in season during Normal Business Hours,
          at such temperatures and in such amounts as are standard for
          comparable buildings or as required by governmental authority. Tenant,
          upon such advance notice as is reasonably required by Landlord, shall
          have the right to receive HVAC service during hours other than Normal
          Business Hours. Tenant shall pay Landlord the standard charge for the
          additional service as reasonably determined by Landlord from time to
          time; (3) Maintenance and repair of the Property as described in
          Section IX.B.; (4) Janitor service on Business Days. If Tenant's use,
          floor covering or other improvements require special services in
          excess of the standard services for the Building, Tenant shall pay the
          additional cost attributable to the special services; (5) Elevator
          service; (6) Electricity to the Premises for general office use, in
          accordance with and subject to the terms and conditions in Article X;
          and (7) such other services as Landlord reasonably determines are
          necessary or appropriate for the Property.

     B.   Landlord's failure to furnish, or any interruption or termination of,
          services due to the application of Laws, the failure of any equipment,
          the performance of repairs, improvements or alterations, or the
          occurrence of any event or cause beyond the reasonable control of
          Landlord (a "Service Failure") shall not render Landlord liable to
          Tenant, constitute a constructive eviction of Tenant, give rise to an
          abatement of Rent, nor relieve Tenant from the obligation to fulfill
          any covenant or agreement. However, if the Premises, or a material
          portion of the Premises, is made untenantable for a period in excess
          of 3 consecutive Business Days as a result of the Service Failure,
          then Tenant, as its sole remedy, shall be entitled to receive an
          abatement of Rent payable hereunder during the period beginning on the
          4th consecutive Business Day of the Service Failure and ending on the
          day the service has been restored.  If the entire Premises has not
          been rendered untenantable by the Service Failure, the amount of
          abatement that Tenant is entitled to receive shall be prorated based
          upon the percentage of the Premises rendered untenantable and not used
          by Tenant. In no event, however, shall Landlord be liable to Tenant
          for any loss or damage, including the theft of Tenant's Property
          (defined in Article XV), arising out of or in connection with the
          failure of any security services, personnel or equipment.

VIII.  Leasehold Improvements.

     All improvements to the Premises (collectively, "Leasehold Improvements")
shall be owned by Landlord and shall remain upon the Premises without
compensation to Tenant. However, Landlord, by written notice to Tenant within 30
days prior to the Termination Date, may require Tenant to remove, at Tenant's
expense:  (1) Cable (defined in Section IX.A) installed by or for the exclusive
benefit of Tenant and located in the Premises or other portions of the Building;
and (2) any Leasehold Improvements that are performed by or for the benefit of
Tenant and, in Landlord's reasonable judgment, are of a nature that would
require removal and repair costs that are materially in excess of the removal
and repair costs associated with standard office improvements (collectively
referred to as "Required Removables").  Without limitation, it is agreed that
Required Removables include internal stairways, raised floors, personal baths
and showers, vaults, rolling file systems and structural alterations and
modifications of any type.  The Required Removables designated by Landlord shall
be removed by Tenant before the Termination Date, provided that upon prior
written notice to Landlord, Tenant may remain in the Premises for up to 5 days
after the Termination Date for the sole purpose of removing the Required
Removables.  Tenant's possession of the Premises shall be subject to all of the
terms and conditions of this Lease, including the obligation to pay Rent on a
per diem basis at the rate in effect for the last month of the Term.  Tenant
shall repair damage caused by the installation or removal of Required
Removables.  If Tenant fails to remove any Required Removables or perform
related repairs in a timely manner, Landlord, at Tenant's expense, may remove
and dispose of the Required Removables and perform the required repairs.
Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for
the reasonable costs incurred by Landlord.  Notwithstanding the foregoing,
Tenant, at the time it requests approval for a proposed Alteration (defined in
Section IX.C), may request in writing that Landlord advise Tenant whether the
Alteration or any portion of the Alteration will be designated as a Required
Removable.  Within 10 days after receipt of Tenant's request, Landlord shall
advise Tenant in writing as to which portions of the Alteration, if any, will be
considered to be Required Removables.

                                       8
<PAGE>

IX.  Repairs and Alterations.

     A.   Tenant's Repair Obligations.  Tenant shall, at its sole cost and
          ---------------------------
          expense, promptly perform all maintenance and repairs to the Premises
          that are not Landlord's express responsibility under this Lease, and
          shall keep the Premises in good condition and repair, reasonable wear
          and tear excepted. Tenant's repair obligations include, without
          limitation, repairs to: (1) floor covering; (2) interior partitions;
          (3) doors; (4) the interior side of demising walls; (5) electronic,
          phone and data cabling and related equipment (collectively, "Cable")
          that is installed by or for the exclusive benefit of Tenant and
          located in the Premises or other portions of the Building; (6)
          supplemental air conditioning units, private showers and kitchens,
          including hot water heaters, plumbing, and similar facilities serving
          Tenant exclusively; and (7) Alterations performed by contractors
          retained by Tenant, including related HVAC balancing.  All work shall
          be performed in accordance with the rules and procedures described in
          Section IX.C. below.   If Tenant fails to make any repairs to the
          Premises for more than 15 days after notice from Landlord (although
          notice shall not be required if there is an emergency), Landlord may
          make the repairs, and Tenant shall pay the reasonable cost of the
          repairs to Landlord within 30 days after receipt of an invoice,
          together with an administrative charge in an amount equal to 10% of
          the cost of the repairs.

     B.   Landlord's Repair Obligations. Landlord shall keep and maintain in
          ------------------------------
          good repair and working order and make repairs to and perform
          maintenance upon: (1) structural elements of the Building; (2)
          mechanical (including HVAC), electrical, plumbing and fire/life safety
          systems serving the Building in general; (3) Common Areas; (4) the
          roof of the Building; (5) exterior windows of the Building; and (6)
          elevators serving the Building. Landlord shall promptly make repairs
          (considering the nature and urgency of the repair) for which Landlord
          is responsible.

     C.   Alterations.  Tenant shall not make alterations, additions or
          ------------
          improvements to the Premises or install any Cable in the Premises or
          other portions of the Building (collectively referred to as
          "Alterations") without first obtaining the written consent of Landlord
          in each instance, which consent shall not be unreasonably withheld or
          delayed. However, Landlord's consent shall not be required for any
          Alteration that satisfies all of the following criteria (a "Cosmetic
          Alteration"):  (1) is of a cosmetic nature such as painting,
          wallpapering, hanging pictures and installing carpeting; (2) is not
          visible from the exterior of the Premises or Building; (3) will not
          affect the systems or structure of the Building; and (4) does not
          require work to be performed inside the walls or above the ceiling of
          the Premises.  However, even though consent is not required, the
          performance of Cosmetic Alterations shall be subject to all the other
          provisions of this Section IX.C.  Prior to starting work, Tenant shall
          furnish Landlord with plans and specifications reasonably acceptable
          to Landlord; names of contractors reasonably acceptable to Landlord
          (provided that Landlord may designate specific contractors with
          respect to Building systems); copies of contracts; necessary permits
          and approvals; evidence of contractor's and subcontractor's insurance
          in amounts reasonably required by Landlord; and any security for
          performance that is reasonably required by Landlord.  Changes to the
          plans and specifications must also be submitted to Landlord for its
          approval.  Alterations shall be constructed in a good and workmanlike
          manner using materials of a quality that is at least equal to the
          quality designated by Landlord as the minimum standard for the
          Building.  Landlord may designate reasonable rules, regulations and
          procedures for the performance of work in the Building and, to the
          extent reasonably necessary to avoid disruption to the occupants of
          the Building, shall have the right to designate the time when
          Alterations may be performed.  Tenant shall reimburse Landlord within
          30 days after receipt of an invoice for sums paid by Landlord for
          third party examination of Tenant's plans for non-Cosmetic
          Alterations.  In addition, within 30 days after receipt of an invoice
          from Landlord, Tenant shall pay Landlord a fee for Landlord's
          oversight and coordination of any non-Cosmetic Alterations equal to 7%
          of the cost of the non-Cosmetic Alterations.  Upon completion, Tenant
          shall furnish "as-built" plans (except for Cosmetic Alterations),
          completion affidavits, full and final waivers of lien and receipted
          bills covering all labor and materials.  Tenant shall assure that the
          Alterations comply with all insurance requirements and Laws.
          Landlord's approval of an Alteration

                                       9
<PAGE>

          shall not be a representation by Landlord that the Alteration complies
          with applicable Laws or will be adequate for Tenant's use.

X.   Use of Electrical Services by Tenant.

     A.   Electricity used by Tenant in the Premises shall, at Landlord's
          option, be paid for by Tenant either:  (1) through inclusion in
          Expenses (except as provided in Section X.B. for excess usage); (2) by
          a separate charge payable by Tenant to Landlord within 30 days after
          billing by Landlord; or (3) by separate charge billed by the
          applicable utility company and payable directly by Tenant.  Electrical
          service to the Premises may be furnished by one or more companies
          providing electrical generation, transmission and distribution
          services, and the cost of electricity may consist of several different
          components or separate charges for such services, such as generation,
          distribution and stranded cost charges.  Landlord shall have the
          exclusive right to select any company providing electrical service to
          the Premises, to aggregate the electrical service for the Property and
          Premises with other buildings, to purchase electricity through a
          broker and/or buyers group and to change the providers and manner of
          purchasing electricity.  Landlord shall be entitled to receive a
          reasonable fee (if permitted by Law) for the selection of utility
          companies and the negotiation and administration of contracts for
          electricity, provided that the amount of such fee shall not exceed 50%
          of any savings obtained by Landlord.

     B.   Tenant's use of electrical service shall not exceed, either in
          voltage, rated capacity, use beyond Normal Business Hours or overall
          load, that which Landlord deems to be standard for the Building.  If
          Tenant requests permission to consume excess electrical service,
          Landlord may refuse to consent or may condition consent upon
          conditions that Landlord reasonably elects (including, without
          limitation, the installation of utility service upgrades, meters,
          submeters, air handlers or cooling units), and the additional usage
          (to the extent permitted by Law), installation and maintenance costs
          shall be paid by Tenant.  Landlord shall have the right to separately
          meter electrical usage for the Premises and to measure electrical
          usage by survey or other commonly accepted methods.

XI.  Entry by Landlord.

     Landlord, its agents, contractors and representatives may enter the
Premises to inspect or show the Premises, to clean and make repairs, alterations
or additions to the Premises, and to conduct or facilitate repairs, alterations
or additions to any portion of the Building, including other tenants' premises.
Except in emergencies or to provide janitorial and other Building services after
Normal Business Hours, Landlord shall provide Tenant with reasonable prior
notice of entry into the Premises, which may be given orally.  Except when
emergency circumstances require otherwise, Landlord shall observe the reasonable
security procedures of Tenant when exercising its right of entry provided Tenant
has given Landlord reasonable prior written notice thereof.  If reasonably
necessary for the protection and safety of Tenant and its employees, Landlord
shall have the right to temporarily close all or a portion of the Premises to
perform repairs, alterations and additions.  However, except in emergencies,
Landlord will not close the Premises if the work can reasonably be completed on
weekends and after Normal Business Hours.  Entry by Landlord in accordance with
the requirements of this Section XI shall not constitute constructive eviction
or entitle Tenant to an abatement or reduction of Rent.

XII. Assignment and Subletting.

     A.   Except in connection with a Permitted Transfer (defined in Section
          XII.E. below), Tenant shall not assign, sublease, transfer or encumber
          any interest in this Lease or allow any third party to use any portion
          of the Premises (collectively or individually, a "Transfer") without
          the prior written consent of Landlord, which consent shall not be
          unreasonably withheld if Landlord does not elect to exercise its
          termination rights under Section XII.B below.  Without limitation, it
          is agreed that Landlord's consent shall not be considered unreasonably
          withheld if:  (1) the proposed transferee's financial condition does
          not meet the criteria Landlord uses to select Building tenants having
          similar leasehold obligations; (2) the proposed transferee's business
          is not suitable for the Building considering the business of the other
          tenants and the Building's prestige, or would result in a violation of
          another tenant's rights; (3) the proposed transferee is a governmental
          agency or occupant of the Building; (4) Tenant is in default after the
          expiration of

                                      10
<PAGE>

          the notice and cure periods in this Lease; or (5) any portion of the
          Building or Premises would likely become subject to additional or
          different Laws as a consequence of the proposed Transfer. Tenant shall
          not be entitled to receive monetary damages based upon a claim that
          Landlord unreasonably withheld its consent to a proposed Transfer and
          Tenant's sole remedy shall be an action to enforce any such provision
          through specific performance or declaratory judgment. Any attempted
          Transfer in violation of this Article shall, at Landlord's option, be
          void. Consent by Landlord to one or more Transfer(s) shall not operate
          as a waiver of Landlord's rights to approve any subsequent Transfers.
          In no event shall any Transfer or Permitted Transfer release or
          relieve Tenant from any obligation under this Lease.

     B.   As part of its request for Landlord's consent to a Transfer, Tenant
          shall provide Landlord with financial statements for the proposed
          transferee, a complete copy of the proposed assignment, sublease and
          other contractual documents and such other information as Landlord may
          reasonably request.  Landlord shall, by written notice to Tenant
          within 30 days of its receipt of the required information and
          documentation, either: (1) consent to the Transfer by the execution of
          a consent agreement in a form reasonably designated by Landlord or
          reasonably refuse to consent to the Transfer in writing; or (2)
          exercise its right to terminate this Lease with respect to the portion
          of the Premises that Tenant is proposing to assign or sublet.  Any
          such termination shall be effective on the proposed effective date of
          the Transfer for which Tenant requested consent.  Tenant shall pay
          Landlord a review fee of $750.00 for Landlord's review of any
          Permitted Transfer or requested Transfer, provided if Landlord's
          actual reasonable costs and expenses (including reasonable attorney's
          fees) exceed $750.00, Tenant shall reimburse Landlord for its actual
          reasonable costs and expenses in lieu of a fixed review fee.

     C.   Tenant shall pay Landlord 50% of all rent and other consideration
          which Tenant receives as a result of a Transfer that is in excess of
          the Rent payable to Landlord for the portion of the Premises and Term
          covered by the Transfer.  Tenant shall pay Landlord for Landlord's
          share of any excess within 30 days after Tenant's receipt of such
          excess consideration.  Tenant may deduct from the excess all
          reasonable and customary expenses directly incurred by Tenant
          attributable to the Transfer (other than Landlord's review fee),
          including brokerage fees, legal fees and construction costs.  If
          Tenant is in Monetary Default (defined in Section XIX.A. below),
          Landlord may require that all sublease payments be made directly to
          Landlord, in which case Tenant shall receive a credit against Rent in
          the amount of any payments received (less Landlord's share of any
          excess).

     D.   Except as provided below with respect to a Permitted Transfer, if
          Tenant is a corporation, limited liability company, partnership, or
          similar entity, and if the entity which owns or controls a majority of
          the voting shares/rights at any time changes for any reason (including
          but not limited to a merger, consolidation or reorganization), such
          change of ownership or control shall constitute a Transfer.  The
          foregoing shall not apply so long as Tenant is an entity whose
          outstanding stock is listed on a recognized security exchange, or if
          at least 80% of its voting stock is owned by another entity, the
          voting stock of which is so listed.

     E.   Tenant may assign its entire interest under this Lease to a successor
          to Tenant by purchase, merger, initial public offering, consolidation
          or reorganization without the consent of Landlord, provided that all
          of the following conditions are satisfied  (a "Permitted Transfer"):
          (1) Tenant is not in default under this Lease; (2) Tenant's successor
          shall own all or substantially all of the assets of Tenant; (3)
          Tenant's successor shall have a net worth which is at least equal to
          the greater of Tenant's net worth at the date of this Lease or
          Tenant's net worth as of the day prior to the proposed purchase,
          merger, consolidation or reorganization; (4) the Permitted Use does
          not allow the Premises to be used for retail purposes; and (5) Tenant
          shall give Landlord written notice at least 30 days prior to the
          effective date of the proposed purchase, merger, consolidation or
          reorganization. Tenant's notice to Landlord shall include information
          and documentation showing that each of the above conditions has been
          satisfied.  If requested by Landlord, Tenant's successor shall sign a
          commercially reasonable form of assumption agreement.

                                      11
<PAGE>

XIII.  Liens.

     Tenant shall not permit mechanic's or other liens to be placed upon the
Property, Premises or Tenant's leasehold interest in connection with any work or
service done or purportedly done by or for benefit of Tenant.  If a lien is so
placed, Tenant shall, within 10 days of notice from Landlord of the filing of
the lien, fully discharge the lien by settling the claim which resulted in the
lien or by bonding or insuring over the lien in the manner prescribed by the
applicable lien Law.  If Tenant fails to discharge the lien, then, in addition
to any other right or remedy of Landlord, Landlord may bond or insure over the
lien or otherwise discharge the lien.  Tenant shall reimburse Landlord for any
amount paid by Landlord to bond or insure over the lien or discharge the lien,
including, without limitation, reasonable attorneys' fees (if and to the extent
permitted by Law) within 30 days after receipt of an invoice from Landlord.

XIV. Indemnity and Waiver of Claims.

     A.   Except to the extent caused by the negligence or willful misconduct of
          Landlord or any Landlord Related Parties (defined below), Tenant shall
          indemnify, defend and hold Landlord, its trustees, members,
          principals, beneficiaries, partners, officers, directors, employees,
          Mortgagee(s) (defined in Article XXVI) and agents ("Landlord Related
          Parties") harmless against and from all liabilities, obligations,
          damages, penalties, claims, actions, costs, charges and expenses,
          including, without limitation, reasonable attorneys' fees and other
          professional fees (if and to the extent permitted by Law), which may
          be imposed upon, incurred by or asserted against Landlord or any of
          the Landlord Related Parties and arising out of or in connection with
          any damage or injury occurring in the Premises or any negligent or
          intentional acts or omissions (including violations of Law) of Tenant,
          the Tenant Related Parties (defined below) or any of Tenant's
          transferees, contractors or licensees.

     B.   Except to the extent caused by the negligence or willful misconduct of
          Tenant or any Tenant Related Parties (defined below), Landlord shall
          indemnify, defend and hold Tenant, its trustees, members, principals,
          beneficiaries, partners, officers, directors, employees and agents
          ("Tenant Related Parties") harmless against and from all liabilities,
          obligations, damages, penalties, claims, actions, costs, charges and
          expenses, including, without limitation, reasonable attorneys' fees
          and other professional fees (if and to the extent permitted by Law),
          which may be imposed upon, incurred by or asserted against Tenant or
          any of the Tenant Related Parties and arising out of or in connection
          with the negligent or intentional acts or omissions (including
          violations of Law) of Landlord, the Landlord Related Parties or any of
          Landlord's contractors.

     C.   Landlord and the Landlord Related Parties shall not be liable for, and
          Tenant waives, all claims for loss or damage to Tenant's business or
          loss, theft or damage to Tenant's Property or the property of any
          person claiming by, through or under Tenant resulting from: (1) wind
          or weather; (2) the failure of any sprinkler, heating or air-
          conditioning equipment, any electric wiring or any gas, water or steam
          pipes; (3) the backing up of any sewer pipe or downspout; (4) the
          bursting, leaking or running of any tank, water closet, drain or other
          pipe; (5) water, snow or ice upon or coming through the roof,
          skylight, stairs, doorways, windows, walks or any other place upon or
          near the Building; (6) any act or omission of any party other than
          Landlord or Landlord Related Parties; and (7) any causes not
          reasonably within the control of Landlord.  Tenant shall insure itself
          against such losses under Article XV below.

XV.  Insurance.

     Tenant shall carry and maintain the following insurance ("Tenant's
Insurance"), at its sole cost and expense:  (1) Commercial General Liability
Insurance applicable to the Premises and its appurtenances providing, on an
occurrence basis, a minimum combined single limit of $2,000,000.00; (2) All Risk
Property/Business Interruption Insurance, including flood and earthquake,
written at replacement cost value and with a replacement cost endorsement
covering all of Tenant's trade fixtures, equipment, furniture and other personal
property within the Premises ("Tenant's Property"); (3) Workers' Compensation
Insurance as required by the state in which the Premises is located and in
amounts as may be required by applicable statute; and (4) Employers Liability
Coverage of at least $1,000,000.00 per occurrence.  Any company writing any of
Tenant's Insurance shall have an A.M. Best rating of not less than A-VIII.  All

                                      12
<PAGE>

Commercial General Liability Insurance policies shall name Tenant as a named
insured and Landlord (or any successor), Equity Office Properties Trust, a
Maryland real estate investment trust, EOP Operating Limited Partnership, a
Delaware limited partnership, and their respective members, principals,
beneficiaries, partners, officers, directors, employees, and agents, and other
designees of Landlord as the interest of such designees shall appear, as
additional insureds.  All policies of Tenant's Insurance shall contain
endorsements that the insurer(s) shall give Landlord and its designees at least
30 days' advance written notice of any change, cancellation, termination or
lapse of insurance.  Tenant shall provide Landlord with a certificate of
insurance evidencing Tenant's Insurance prior to the earlier to occur of the
Commencement Date or the date Tenant is provided with possession of the Premises
for any reason, and upon renewals at least 15 days prior to the expiration of
the insurance coverage.  So long as the same is available at commercially
reasonable rates, Landlord shall maintain so called All Risk property insurance
on the Building at replacement cost value, as reasonably estimated by Landlord.
Except as specifically provided to the contrary, the limits of either party's'
insurance shall not limit such party's liability under this Lease.

XVI. Subrogation.

     Notwithstanding anything in this Lease to the contrary, Landlord and Tenant
hereby waive and shall cause their respective insurance carriers to waive any
and all rights of recovery, claim, action or causes of action against the other
and their respective trustees, principals, beneficiaries, partners, officers,
directors, agents, and employees, for any loss or damage that may occur to
Landlord or Tenant or any party claiming by, through or under Landlord or
Tenant, as the case may be, with respect to Tenant's Property, the Building, the
Premises, any additions or improvements to the Building or Premises, or any
contents thereof, including all rights of recovery, claims, actions or causes of
action arising out of the negligence of Landlord or any Landlord Related Parties
or the negligence of Tenant or any Tenant Related Parties, which loss or damage
would fall within the scope of a fire and extended coverage (all risk) policy of
insurance, whether or not the party suffering the loss actually maintained such
insurance.

XVII.  Casualty Damage.

       A. If all or any part of the Premises is damaged by fire or other
          casualty, Tenant shall immediately notify Landlord in writing.  During
          any period of time that all or a material portion of the Premises is
          rendered untenantable as a result of a fire or other casualty, the
          Rent shall abate for the portion of the Premises that is untenantable
          and not used by Tenant.  Landlord shall have the right to terminate
          this Lease if:  (1) the Building shall be damaged so that, in
          Landlord's reasonable judgment, the cost of repair and reconstruction
          will exceed 30% of the replacement cost of the Building;  (2) Landlord
          is not permitted by Law to rebuild the Building in substantially the
          same form as existed before the fire or casualty; (3) more than 30% of
          the Premises have been damaged and there is less than 2 years of the
          Term remaining on the date of the casualty; (4) any Mortgagee requires
          that the insurance proceeds be applied to the payment of the mortgage
          debt; or (5) a material uninsured loss to the Building occurs and
          Landlord elects not to repair or reconstruct the Building.  Landlord
          may exercise its right to terminate this Lease by notifying Tenant in
          writing within 90 days after the date of the casualty. If Landlord
          does not terminate this Lease, Landlord shall commence and proceed
          with reasonable diligence to repair and restore the Building, the
          Premises, and the Leasehold Improvements (excluding any Alterations
          that were performed by Tenant in violation of this Lease). However, in
          no event shall Landlord be required to spend more than the insurance
          proceeds received by Landlord; provided that if Landlord does not have
          sufficient proceeds to substantially complete the restoration of the
          Leasehold Improvements in the Premises and Landlord elects not to fund
          any shortfall, Landlord shall so notify Tenant and Tenant, within ten
          (10) days thereafter, shall have the right to terminate this Lease by
          the giving of written notice to Landlord.  Landlord shall not be
          liable for any  loss or damage to Tenant's Property or to the business
          of Tenant resulting in any way from the fire or other casualty or from
          the repair and restoration of the damage.  Landlord and Tenant hereby
          waive the provisions of any Law relating to the matters addressed in
          this Article, and agree that their respective rights for damage to or
          destruction of the Premises shall be those specifically provided in
          this Lease.
                                      13
<PAGE>

       B. If all or any portion of the Premises shall be made untenantable by
          fire or other casualty, Landlord shall, with reasonable promptness,
          cause an architect or general contractor selected by Landlord to
          provide Landlord and Tenant with a written estimate of the amount of
          time required to substantially complete the repair and restoration of
          the Premises and make the Premises tenantable again, using standard
          working methods ("Completion Estimate").  If the Completion Estimate
          indicates that the Premises cannot be made tenantable within 270 days
          from the date the repair and restoration is started, then regardless
          of anything in Section XVII.A above to the contrary, either party
          shall have the right to terminate this Lease by giving written notice
          to the other of such election within 10 days after receipt of the
          Completion Estimate.  Tenant, however, shall not have the right to
          terminate this Lease if the fire or casualty was caused by the
          negligence or intentional misconduct of Tenant, Tenant Related Parties
          or any of Tenant's transferees, contractors or licensees.

XVIII. Condemnation.

       Either party may terminate this Lease if the whole or any material part
of the Premises shall be taken or condemned for any public or quasi-public use
under Law, by eminent domain or private purchase in lieu thereof (a "Taking").
Landlord shall also have the right to terminate this Lease if there is a Taking
of any portion of the Building or Property which would leave the remainder of
the Building unsuitable for use as an office building in a manner comparable to
the Building's use prior to the Taking. In order to exercise its right to
terminate the Lease, Landlord or Tenant, as the case may be, must provide
written notice of termination to the other within 45 days after the terminating
party first receives notice of the Taking. Any such termination shall be
effective as of the date the physical taking of the Premises or the portion of
the Building or Property occurs. If this Lease is not terminated, the Rentable
Square Footage of the Building, the Rentable Square Footage of the Premises and
Tenant's Pro Rata Share shall, if applicable, be appropriately adjusted. In
addition, Rent for any portion of the Premises taken or condemned shall be
abated during the unexpired Term of this Lease effective when the physical
taking of the portion of the Premises occurs. All compensation awarded for a
Taking, or sale proceeds, shall be the property of Landlord, any right to
receive compensation or proceeds being expressly waived by Tenant. However,
Tenant may file a separate claim at its sole cost and expense for Tenant's
Property and Tenant's reasonable relocation expenses, provided the filing of the
claim does not diminish the award which would otherwise be receivable by
Landlord.

XIX.   Events of Default.

       Tenant shall be considered to be in default of this Lease upon the
occurrence of any of the following events of default:

       A. Tenant's failure to pay when due all or any portion of the Rent, if
          the failure continues for 3 days after written notice to Tenant
          ("Monetary Default").

       B. Tenant's failure (other than a Monetary Default) to comply with any
          term, provision or covenant of this Lease, if the failure is not cured
          within 20 days after written notice to Tenant.  However, if Tenant's
          failure to comply cannot reasonably be cured within 20 days, Tenant
          shall be allowed additional time (not to exceed 60 days) as is
          reasonably necessary to cure the failure so long as:  (1) Tenant
          commences to cure the failure within 20 days, and (2) Tenant
          diligently pursues a course of action that will cure the failure and
          bring Tenant back into compliance with the Lease.  However, if
          Tenant's failure to comply creates a hazardous condition, the failure
          must be cured immediately upon notice to Tenant.  In addition, if
          Landlord provides Tenant with notice of Tenant's failure to comply
          with any particular term, provision or covenant of the Lease on 3
          occasions during any 12 month period, Tenant's subsequent violation of
          such term, provision or covenant shall, at Landlord's option, be an
          incurable event of default by Tenant.

       C. Tenant or any Guarantor becomes insolvent, makes a transfer in fraud
          of creditors or makes an assignment for the benefit of creditors, or
          admits in writing its inability to pay its debts when due.

       D. The leasehold estate is taken by process or operation of Law.

                                      14
<PAGE>

     E    In the case of any ground floor or retail Tenant, Tenant does not take
          possession of, or abandons or vacates all or any portion of the
          Premises.

     F.

XX.  Remedies.

     A.   Upon any default, Landlord shall have the right without notice or
          demand (except as provided in Article XIX) to pursue any of its rights
          and remedies at Law or in equity, including any one or more of the
          following remedies:

          1.   Terminate this Lease, in which case Tenant shall immediately
               surrender the Premises to Landlord.  If Tenant fails to surrender
               the Premises, Landlord may, in compliance with applicable Law and
               without prejudice to any other right or remedy, enter upon and
               take possession of the Premises and expel and remove Tenant,
               Tenant's Property and any party occupying all or any part of the
               Premises. Tenant shall pay Landlord on demand the amount of all
               past due Rent and other losses and damages which Landlord may
               suffer as a result of Tenant's default, whether by Landlord's
               inability to relet the Premises on satisfactory terms or
               otherwise, including, without limitation, all Costs of Reletting
               (defined below) and any deficiency that may arise from reletting
               or the failure to relet the Premises.  "Costs of Reletting" shall
               include all costs and expenses incurred by Landlord in reletting
               or attempting to relet the Premises, including, without
               limitation, reasonable legal fees, brokerage commissions, the
               cost of alterations and the value of other concessions or
               allowances granted to a new tenant.

          2.   Terminate Tenant's right to possession of the Premises and, in
               compliance with applicable Law, expel and remove Tenant, Tenant's
               Property and any parties occupying all or any part of the
               Premises.  Landlord may (but shall not be obligated to) relet all
               or any part of the Premises, without notice to Tenant, for a term
               that may be greater or less than the balance of the Term and on
               such conditions (which may include concessions, free rent and
               alterations of the Premises) and for such uses as Landlord in its
               absolute discretion shall determine.  Landlord may collect and
               receive all rents and other income from the reletting.  Tenant
               shall pay Landlord on demand all past due Rent, all Costs of
               Reletting and any deficiency arising from the reletting or
               failure to relet the Premises.  Landlord shall not be responsible
               or liable for the failure to relet all or any part of the
               Premises or for the failure to collect any Rent.  The re-entry or
               taking of possession of the Premises shall not be construed as an
               election by Landlord to terminate this Lease unless a written
               notice of termination is given to Tenant.

          3.   In lieu of calculating damages under Sections XX.A.1 or XX.A.2
               above, Landlord may elect to receive as damages the sum of (a)
               all Rent accrued through the date of termination of this Lease or
               Tenant's right to possession, and (b) an amount equal to the
               total Rent that Tenant would have been required to pay for the
               remainder of the Term discounted to present value at the Prime
               Rate (defined in Section XX.B. below) then in effect, minus the
               then present fair rental value of the Premises for the remainder
               of the Term, similarly discounted, after deducting all
               anticipated Costs of Reletting.

     B.   Unless expressly provided in this Lease, the repossession or re-
          entering  of all or any part of the Premises shall not relieve Tenant
          of its liabilities and obligations under the Lease.  No right or
          remedy of Landlord shall be exclusive of any other right or remedy.
          Each right and remedy shall be cumulative and in addition to any other
          right and remedy now or subsequently available to Landlord at Law or
          in equity.  If Landlord declares Tenant to be in default, Landlord
          shall be entitled to receive interest on any unpaid item of Rent at a
          rate equal to the Prime Rate plus 4%.  For purposes hereof, the "Prime
          Rate" shall be the per annum interest rate publicly announced as its
          prime or base rate by a federally insured bank selected by Landlord in
          the state in which the Building is located.  Forbearance

                                      15
<PAGE>

          by Landlord to enforce one or more remedies shall not constitute a
          waiver of any default.

XXI.   Limitation of Liability.

       NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) TO TENANT SHALL BE LIMITED
TO THE INTEREST OF LANDLORD IN THE PROPERTY.  TENANT SHALL LOOK SOLELY TO
LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD
AGAINST LANDLORD. NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE
PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY.  BEFORE FILING SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S)
(DEFINED IN ARTICLE XXVI BELOW) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES
(DEFINED IN ARTICLE XXVI BELOW) ON THE PROPERTY, BUILDING OR PREMISES, NOTICE
AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.  IN ADDITION, TENANT
ACKNOWLEDGES THAT ANY ENTITY MANAGING THE BUILDING ON BEHALF OF LANDLORD, OR
WHICH EXECUTES THIS LEASE AS AGENT FOR LANDLORD, IS ACTING SOLELY IN ITS
CAPACITY AS AGENT FOR LANDLORD AND SHALL NOT BE LIABLE FOR ANY OBLIGATIONS,
LIABILITIES, LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS LEASE,
ALL OF WHICH ARE EXPRESSLY WAIVED BY TENANT.

XXII.  No Waiver.

       Either party's failure to declare a default immediately upon its
occurrence, or delay in taking action for a default shall not constitute a
waiver of the default, nor shall it constitute an estoppel.  Either party's
failure to enforce its rights for a default shall not constitute a waiver of its
rights regarding any subsequent default.  Receipt by Landlord of Tenant's keys
to the Premises shall not constitute an acceptance or surrender of the Premises.

XXIII. Quiet Enjoyment.

       Tenant shall, and may peacefully have, hold and enjoy the Premises,
subject to the terms of this Lease, provided Tenant pays the Rent and fully
performs all of its covenants and agreements. This covenant and all other
covenants of Landlord shall be binding upon Landlord and its successors only
during its or their respective periods of ownership of the Building, and shall
not be a personal covenant of Landlord or the Landlord Related Parties; provided
that, any successor pursuant to a voluntary, third-party transfer (but not as
part of an involuntary transfer resulting from a foreclosure or deed in lieu
thereof) shall have assumed Landlord's obligations under this Lease either by
contractual obligation, assumption agreement of by operation of law.

XXIV.  Relocation.

       INTENTIONALLY OMITTED.


XXV.   Holding Over.

       Except for any permitted occupancy by Tenant under Article VIII, if
Tenant fails to surrender the Premises at the expiration or earlier termination
of this Lease, occupancy of the Premises after the termination or expiration
shall be that of a tenancy at Tenant's occupancy of the Premises during the
holdover shall be subject to all the terms and provisions of this Lease and
Tenant shall pay as an amount (on a per month basis without reduction for
partial months during the holdover) equal to 150% of the greater of: (1) the
Base Rent due for the period immediately preceding the holdover; or (2) the fair
market gross rental for the Premises as reasonably determined by Landlord. No
holdover by Tenant or payment by Tenant after the expiration or early
termination of this Lease shall be construed to extend the Term or prevent
Landlord from immediate recovery of possession of the Premises by summary
proceedings or otherwise. In addition to the payment of the amounts provided
above, if Landlord is unable to deliver possession of the Premises to a new
tenant, or to perform improvements for a new tenant, as a result of Tenant's
holdover and Tenant fails to vacate the Premises within 15 days after Landlord
notifies Tenant of Landlord's inability to deliver possession, or perform
improvements, Tenant shall be liable to Landlord for all damages, including,
without limitation, consequential damages, that Landlord suffers from the
holdover.

                                      16
<PAGE>

XXVI.   Subordination to Mortgages; Estoppel Certificate.

        Tenant accepts this Lease subject and subordinate to any mortgage(s),
deed(s) of trust, ground lease(s) or other lien(s) now existing upon the
Premises, the Building or the Property, and to renewals, modifications, and
extensions thereof (collectively referred to as a "Mortgage"). The party having
the benefit of a Mortgage shall be referred to as a "Mortgagee". This clause
shall be self-operative, but upon request from a Mortgagee, Tenant shall execute
a commercially reasonable subordination agreement in favor of the Mortgagee.  In
lieu of having the Mortgage be superior to this Lease, a Mortgagee shall have
the right at any time to subordinate its Mortgage to this Lease.  If requested
by a successor-in-interest to all or a part of Landlord's interest in the Lease,
Tenant shall, without charge, attorn to the successor-in-interest.  Landlord and
Tenant shall each, within 15 days after receipt of a written request from the
other, execute and deliver an estoppel certificate to those parties as are
reasonably requested by the other (including a Mortgagee or prospective
purchaser).  The estoppel certificate shall include a statement certifying that
this Lease is unmodified (except as identified in the estoppel certificate) and
in full force and effect, describing the dates to which Rent and other charges
have been paid, representing that, to such party's actual knowledge, there is no
default (or stating the nature of the alleged default) and indicating other
matters with respect to the Lease that may reasonably be requested.
Notwithstanding the foregoing, upon written request by Tenant, Landlord will use
reasonable efforts to obtain a non-disturbance, subordination and attornment
agreement from Landlord's then current Mortgagee on such Mortgagee's then
current standard form of agreement.  "Reasonable efforts" of Landlord shall not
require Landlord to incur any cost, expense or liability to obtain such
agreement, it being agreed that Tenant shall be responsible for any fee or
review costs charged by the Mortgagee.  Upon request of Landlord, Tenant will
execute the Mortgagee's form of non-disturbance, subordination and attornment
agreement and return the same to Landlord for execution by the Mortgagee.
Landlord's failure to obtain a non-disturbance, subordination and attornment
agreement for Tenant shall have no effect on the rights, obligations and
liabilities of Landlord and Tenant or be considered to be a default by Landlord
hereunder.

XXVII.  Attorneys' Fees.

        If either party institutes a suit against the other for violation of or
to enforce any covenant or condition of this Lease, or if either party
intervenes in any suit in which the other is a party to enforce or protect its
interest or rights, the prevailing party shall be entitled to all of its costs
and expenses, including, without limitation, reasonable attorneys' fees.

XXVIII. Notice.

        If a demand, request, approval, consent or notice (collectively referred
to as a "notice") shall or may be given to either party by the other, the notice
shall be in writing and delivered by hand or sent by registered or certified
mail with return receipt requested, or sent by overnight or same day courier
service at the party's respective Notice Address(es) set forth in Article I,
except that if the Notice Address for Tenant is other than the Premises, and
Tenant has vacated such address without providing Landlord a new Notice Address,
Landlord may serve notice in any manner described in this Article or in any
other manner permitted by Law. Each notice shall be deemed to have been received
or given on the earlier to occur of actual delivery or the date on which
delivery is refused, or, if Tenant has vacated the Premises or the other Notice
Address of Tenant without providing a new Notice Address, three (3) days after
notice is deposited in the U.S. mail or with a courier service in the manner
described above. Either party may, at any time, change its Notice Address by
giving the other party written notice of the new address in the manner described
in this Article.

XXIX.   Excepted Rights.

        This Lease does not grant any rights to light or air over or about the
Building.  Landlord excepts and reserves exclusively to itself the use of:  (1)
roofs, (2) telephone, electrical and janitorial closets, (3) equipment rooms,
Building risers or similar areas that are used by Landlord for the provision of
Building services, (4) rights to the land and improvements below the floor of
the Premises, (5) the improvements and air rights above the Premises, (6) the
improvements and air rights outside the demising walls of the Premises, and (7)
the areas within the Premises used for the installation of utility lines and
other installations serving occupants of the Building. Landlord has the right to
change the Building's name or address.  Landlord also has the right to make such
other changes to the Property and Building as

                                      17
<PAGE>

Landlord deems appropriate, provided the changes do not materially affect
Tenant's ability to use the Premises for the Permitted Use. Landlord shall also
have the right (but not the obligation) to temporarily close the Building if
Landlord reasonably determines that there is an imminent danger of significant
damage to the Building or of personal injury to Landlord's employees or the
occupants of the Building. The circumstances under which Landlord may
temporarily close the Building shall include, without limitation, electrical
interruptions, hurricanes and civil disturbances. A closure of the Building
under such circumstances shall not constitute a constructive eviction nor
entitle Tenant to an abatement or reduction of Rent.

XXX.  Surrender of Premises.

      At the expiration or earlier termination of this Lease or Tenant's right
of possession, Tenant shall remove Tenant's Property (defined in Article XV)
from the Premises, and quit and surrender the Premises to Landlord, broom clean,
and in good order, condition and repair, ordinary wear and tear, and damage by
fire and other casualty and by condemnation excepted. Tenant shall also be
required to remove the Required Removables in accordance with Article VIII. If
Tenant fails to remove any of Tenant's Property within 2 days after the
termination of this Lease or of Tenant's right to possession, Landlord, at
Tenant's sole cost and expense, shall be entitled (but not obligated) to remove
and store Tenant's Property. Landlord shall not be responsible for the value,
preservation or safekeeping of Tenant's Property. Tenant shall pay Landlord,
upon demand, the expenses and storage charges incurred for Tenant's Property. In
addition, if Tenant fails to remove Tenant's Property from the Premises or
storage, as the case may be, within 30 days after written notice, Landlord may
deem all or any part of Tenant's Property to be abandoned, and title to Tenant's
Property shall be deemed to be immediately vested in Landlord.

XXXI. Miscellaneous.

      A.  This Lease and the rights and obligations of the parties shall be
          interpreted, construed and enforced in accordance with the Laws of the
          state in which the Building is located and Landlord and Tenant hereby
          irrevocably consent to the jurisdiction and proper venue of such
          state.  If any term or provision of this Lease shall to any extent be
          invalid or unenforceable, the remainder of this Lease shall not be
          affected, and each provision of this Lease shall be valid and enforced
          to the fullest extent permitted by Law.  The headings and titles to
          the Articles and Sections of this Lease are for convenience only and
          shall have no effect on the interpretation of any part of the Lease.

      B.  Tenant shall not record this Lease or any memorandum without
          Landlord's prior written consent.

      C.  Landlord and Tenant hereby waive any right to trial by jury in any
          proceeding based upon a breach of this Lease.

      D.  Whenever a period of time is prescribed for the taking of an action by
          Landlord or Tenant, other than delivery of possession, the period of
          time for the performance of such action shall be extended by the
          number of days that the performance is actually delayed due to
          strikes, acts of God, shortages of labor or materials, war, civil
          disturbances and other causes beyond the reasonable control of the
          performing party ("Force Majeure").  However, events of Force Majeure
          shall not extend any period of time for the payment of Rent or other
          sums payable by either party or any period of time for the written
          exercise of an option or right by either party.

      E.  Landlord shall have the right to transfer and assign, in whole or in
          part, all of its rights and obligations under this Lease and in the
          Building and/or Property referred to herein, and upon such transfer
          Landlord shall be released from any further obligations hereunder, and
          Tenant agrees to look solely to the successor in interest of Landlord
          for the performance of such obligations, provided that, any successor
          pursuant to a voluntary, third-party transfer (but not as part of an
          involuntary transfer resulting from a foreclosure or deed in lieu
          thereof) shall have assumed Landlord's obligations under this Lease
          either by contractual obligation, assumption agreement or by operation
          of law.

      F.  A.   Tenant represents that it has dealt directly with and only with
               the Broker as a broker in connection with this Lease. Tenant
               shall indemnify and

                                      18
<PAGE>

               hold Landlord and the Landlord Related Parties harmless from all
               claims of any brokers, including Tenant's Broker, claiming to
               have represented Tenant in connection with this Lease. Landlord
               agrees to indemnify and hold Tenant and the Tenant Related
               Parties harmless from all claims of any brokers claiming to have
               represented Landlord in connection with this Lease. Landlord
               agrees to pay a brokerage commission to Broker(s) in accordance
               with the terms of a written commission agreement between Landlord
               and Broker(s).

          B.   Agency Disclosure.  At the signing of this Lease, Landlord's
               leasing agent, Roger Wright, of Wright Runstad Associates Limited
               Partnership represented (X) Landlord, () Tenant, or () both
               Landlord and Tenant.  At the signing of this Lease, Tenant's
               agent, Washington Partners, Inc. represented () Landlord, (X)
               Tenant, or () both Landlord and Tenant.  Each party signing this
               document confirms that the prior oral and/or written disclosure
               of agency was provided to such party in this transaction, as
               required by RCW 18.86.030(1)(g).

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

     G.   Tenant covenants, warrants and represents that:  (1) each individual
          executing, attesting and/or delivering this Lease on behalf of Tenant
          is authorized to do so on behalf of Tenant; (2) this Lease is binding
          upon Tenant; and (3) Tenant is duly organized and legally existing in
          the state of its organization and is qualified to do business in the
          state in which the Premises are located.  If there is more than one
          Tenant, or if Tenant is comprised of more than one party or entity,
          the obligations imposed upon Tenant shall be joint and several
          obligations of all the parties and entities.  Notices, payments and
          agreements given or made by, with or to any one person or entity shall
          be deemed to have been given or made by, with and to all of them.

     H.   Time is of the essence with respect to Tenant's exercise of any
          expansion, renewal or extension rights granted to Tenant.  This Lease
          shall create only the relationship of landlord and tenant between the
          parties, and not a partnership, joint venture or any other
          relationship.  This Lease and the covenants and conditions in this
          Lease shall inure only to the benefit of and be binding only upon
          Landlord and Tenant and their permitted successors and assigns.

     I.   The expiration of the Term, whether by lapse of time or otherwise,
          shall not relieve either party of any obligations which accrued prior
          to or which may continue to accrue after the expiration or early
          termination of this Lease.   Without limiting the scope of the prior
          sentence, it is agreed that Tenant's obligations under Sections IV.A,
          IV.B., VIII, XIV, XX, XXV and XXX, and Landlord's obligations under
          Sections XIV and XXV, shall survive the expiration or early
          termination of this Lease.

     J.   Landlord has delivered a copy of this Lease to Tenant for Tenant's
          review only, and the delivery of it does not constitute an offer to
          Tenant or an option.  This Lease shall not be effective against any
          party hereto until an original copy of this Lease has been signed by
          such party.

     K.   All understandings and agreements previously made between the parties
          are superseded by this Lease, and neither party is relying upon any
          warranty, statement or representation not contained in this Lease.
          This Lease may be modified only by a written agreement signed by
          Landlord and Tenant.

     L.   Tenant, within 15 days after request, shall provide Landlord with a
          current financial statement and such other information as Landlord may
          reasonably request in order to create a "business profile" of Tenant
          and determine Tenant's ability to fulfill its obligations under this
          Lease.  Landlord, however, shall not require Tenant to provide such
          information unless Landlord is requested to produce the information in
          connection with a proposed financing or sale of the Building.  Upon
          written request by Tenant, Landlord shall enter into a

                                      19
<PAGE>

          commercially reasonable confidentiality agreement covering any
          confidential information that is disclosed by Tenant.

XXXII. Entire Agreement.

     This Lease and the following exhibits and attachments constitute the entire
agreement between the parties and supersede all prior agreements and
understandings related to the Premises, including all lease proposals, letters
of intent and other documents: Exhibit A (Outline and Location of Premises),
Exhibit A-2 (Legal Description of Property), Exhibit B (Rules and Regulations),
Exhibit C (Commencement Letter - Intentionally Omitted)), Exhibit D (Work Letter
Agreement - Intentionally Omitted), Exhibit E (Additional Provisions).


     Landlord and Tenant have executed this Lease as of the day and year first
above written.

                                LANDLORD:

                                EOP-Columbia Center, L.L.C.,
                                a Delaware limited liability company

                                By:  EOP Operating Limited Partnership, a
                                     Delaware limited partnership,
                                     its sole member

                                By:  Equity Office Properties Trust,
                                     a Maryland real estate investment
                                     trust, its managing general partner


                                By:
                                   ----------------------------------
                                Name:
                                     --------------------------------

                                Title:
                                      -------------------------------



                                TENANT:

                                AVENUE A, INC., a Washington corporation

                                By:  /s/ Robert M. Littauer
                                   ----------------------------------

                                Name:  Robert M. Littauer
                                     --------------------------------

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

                                      20
<PAGE>

            THIS PAGE IS REQUIRED IF PROPERTY IS IN WASHINGTON STATE

                            LANDLORD ACKNOWLEDGMENT

STATE OF _________)
COUNTY OF_________) (S):

     I, the undersigned, a Notary Public, in and for the County and State
aforesaid, do hereby certify that _________________________, personally known to
me to be the __________ President of Equity Office Properties Trust, a Maryland
REIT, and personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person and
acknowledged that as such officer of said entity being authorized so to do,
(s)he executed the foregoing instrument on behalf of said entity, by subscribing
the name of such entity by himself/herself as such officer, as a free and
voluntary act, and as the free and voluntary act and deed of said entity under
the foregoing instrument for the uses and purposes therein set forth.

     GIVEN under my hand and official seal this ____ day of _________, 20__.


                                                _______________________
                                                     Notary Public


                                                _______________________
                                                      Printed Name

Residing at:___________________________

My Commission Expires:_________________

                             TENANT ACKNOWLEDGMENT
                                  Corporation

STATE OF_____________)
COUNTY OF____________)  (S):

     On this the 14th day of February, 2000, before me a Notary Public duly
                 ----        --------    --
authorized in and for the said County in the State aforesaid to take
acknowledgments personally appeared Bob               known to me to be
                                    -----------------
Vice       President of Finance                       , one of the parties
----------              ------------------------------
described in the foregoing instrument, and acknowledged that as such officer,
being authorized so to do, (s)he executed the foregoing instrument on behalf of
said corporation by subscribing the name of such corporation by himself/herself
as such officer and caused the corporate seal of said corporation to be affixed
thereto, as a free and voluntary act, and as the free and voluntary act of said
corporation, for the uses and purposes therein set forth.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                      /s/ Tamara J. Van Liew
                                      ----------------------
                                           Notary Public

                                      Tamara J. Van Liew
                                      ----------------------
                                           Printed Name
Residing at:  Avenue A, Inc.
              ------------------------

My Commission Expires: 7-1-03
                       ---------------
<PAGE>

                                   EXHIBIT A

                                    PREMISES
                                    --------


     This Exhibit is attached to and made a part of the Lease dated as of
_____________________, by and between EOP-Columbia Center, L.L.C., a Delaware
limited liability company ("Landlord") and AVENUE A, INC., a Washington
corporation ("Tenant") for space in the Building located at 701 Fifth Avenue,
Seattle, Washington 98104.
<PAGE>

                                  EXHIBIT A-2

                         LEGAL DESCRIPTION OF PROPERTY
                         -----------------------------


     This Exhibit is attached to and made a part of the Lease dated as of
_____________________, by and between EOP-Columbia Center, L.L.C., a Delaware
limited liability company ("Landlord") and AVENUE A, INC., a Washington
corporation ("Tenant") for space in the Building located at 701 Fifth Avenue,
Seattle, Washington  98104.

A FEE SIMPLE AS TO PARCEL A;

A LEASEHOLD ESTATE AS TO PARCEL B AS CREATED BY THAT CERTAIN LEASE BETWEEN THE
WASHINGTON STATE DEPARTMENT OF TRANSPORTATION, AS LESSOR, AND MARTIN SELIG, AS
LESSEE, DATED SEPTEMBER 26, 1984, AS AMENDED BY THAT CERTAIN AMENDMENT TO LEASE
DATED DECEMBER 15, 1989.  A MEMORANDUM OF THE LEASE AND AMENDMENT WAS RECORDED
DECEMBER 15, 1989 UNDER RECORDING NUMBER 8912150287.  SAID AMENDMENT TO LEASE
WAS ALSO RECORDED DECEMBER 19, 1989, UNDER RECORDING NUMBER 8912191147.  THE
LESSEE'S INTEREST WAS ASSIGNED TO SEAFIRST CENTER LIMITED PARTNERSHIP, A
WASHINGTON LIMITED PARTNERSHIP, BY ASSIGNMENT RECORDED DECEMBER 15, 1989, UNDER
RECORDING NUMBER 8912150288 AND WAS ASSIGNED BY SEAFIRST CENTER LIMITED
PARTNERSHIP, A WASHINGTON LIMITED PARTNERSHIP, BY ASSIGNMENT RECORDED JUNE 26,
1998, UNDER RECORDING NUMBER 9806261556 TO EOP-COLUMBIA CENTER, L.L.C., A
DELAWARE LIMITED LIABILITY COMPANY;

APPURTENANT RIGHTS AS TO PARCEL C; AND

AN EASEMENT AS TO PARCEL D

PARCEL A:

ALL OF BLOCK 28, ADDITION TO THE TOWN OF SEATTLE, AS LAID OUT ON THE CLAIM OF C.
D. BOREN AND A. A. DENNY AND H. L. YESLER (COMMONLY KNOWN AS C. D. BOREN'S
ADDITION TO THE CITY OF SEATTLE), ACCORDING TO THE PLAT THEREOF, RECORDED IN
VOLUME 1 OF THE PLATS, PAGE(S) 25, IN KING COUNTY, WASHINGTON;

TOGETHER WITH THE VACATED ALLEY LYING WITHIN SAID BLOCK 28, AS VACATED UNDER THE
CITY OF SEATTLE ORDINANCE NUMBER 656;

EXCEPT THE WESTERLY 9 FEET OF SAID BLOCK 28 CONDEMNED IN KING COUNTY SUPERIOR
COURT CAUSE NUMBER 50320 FOR WIDENING OF FOURTH AVENUE, AS PROVIDED BY ORDINANCE
NUMBER 13074 OF THE CITY OF SEATTLE.

PARCEL B:

THAT PORTION OF THE SOUTHEASTERLY ONE HALF OF COLUMBIA STREET LYING EASTERLY OF
THE CENTER LINE OF FIFTH AVENUE AND THAT PORTION OF THE EASTERLY ONE HALF OF
FIFTH AVENUE LYING SOUTHERLY OF THE CENTER LINE OF SAID COLUMBIA STREET:  LYING
WITHIN A STRIP OF LAND 14 FEET IN WIDTH, LYING BETWEEN ELEVATION 120.00 FEET AND
ELEVATION 138.00 FEET, CITY OF SEATTLE DATUM, THE CENTER LINE OF WHICH IS
DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT OF THE EASTERLY PROPERTY LINE OF BLOCK 28 OF C.D. BOREN'S
ADDITION TO THE CITY OF SEATTLE, SOUTH 30 degrees 40'34" EAST, 41.05 FEET FROM
THE NORTHEASTERLY CORNER OF SAID BLOCK;
THENCE NORTH 21 degrees 25'31" EAST, 167.75 FEET;
THENCE NORTH 30 degrees 37'16" WEST, 3.88 FEET TO A POINT IN THE SOUTHERLY
PROPERTY LINE OF BLOCK 24 OF SAID BOREN'S ADDITION, FROM WHICH THE SOUTHWESTERLY
CORNER BEARS SOUTH 59 degrees 23'05" WEST 66.84 FEET.

PARCEL C:

RIGHTS INURING TO A PORTION OF THE LAND DESCRIBED IN PARCEL A ABOVE AS PROVIDED
FOR UNDER THAT CERTAIN RESTRICTIVE USE COVENANT DATED APRIL 3,
<PAGE>

1989, EXECUTED BY AND BETWEEN COSTACOS FAMILY PARTNERSHIP I, A WASHINGTON
GENERAL PARTNERSHIP, AND MARTIN SELIG AND ANDREA SELIG, HUSBAND AND WIFE,
RECORDED APRIL 10, 1989, UNDER RECORDING NUMBER 8904100807.
AN ASSIGNMENT OF AGREEMENT AND OPTION TO SEAFIRST CENTER LIMITED PARTNERSHIP, A
WASHINGTON LIMITED PARTNERSHIP, WAS RECORDED DECEMBER 15, 1989, UNDER RECORDING
NUMBER 8912150289.

PARCEL D:

THE EASEMENTS, RIGHTS OF ACCESS AND RIGHTS OF WAY AS SET FORTH IN THAT CERTAIN
MEMORANDUM OF AGREEMENT DATED NOVEMBER 30, 1984, BY AND BETWEEN BLOCK 24,
SEATTLE, LTD., A WASHINGTON LIMITED PARTNERSHIP, SEATTLE FIRST NATIONAL BANK, A
NATIONAL BANKING ASSOCIATION, AND MARTIN SELIG, RECORDED JANUARY 31, 1985, UNDER
RECORDING NUMBER 8501310855.
<PAGE>

                                   EXHIBIT B

                         BUILDING RULES AND REGULATIONS
                         ------------------------------

     The following rules and regulations shall apply, where applicable, to the
Premises, the Building, the parking garage (if any), the Property and the
appurtenances.  Capitalized terms have the same meaning as defined in the Lease.

1.   Sidewalks, doorways, vestibules, halls, stairways and other similar areas
     shall not be obstructed by Tenant or used by Tenant for any purpose other
     than ingress and egress to and from the Premises.  No rubbish, litter,
     trash, or material shall be placed, emptied, or thrown in those areas.  At
     no time shall Tenant permit Tenant's employees to loiter in Common Areas or
     elsewhere about the Building or Property.

2.   Plumbing fixtures and appliances shall be used only for the purposes for
     which designed, and no sweepings, rubbish, rags or other unsuitable
     material shall be thrown or placed in the fixtures or appliances.  Damage
     resulting to fixtures or appliances by Tenant, its agents, employees or
     invitees, shall be paid for by Tenant, and Landlord shall not be
     responsible for the damage.

3.   No signs, advertisements or notices shall be painted or affixed to windows,
     doors or other parts of the Building, except those of such color, size,
     style and in such places as are first approved in writing by Landlord.  All
     tenant identification and suite numbers at the entrance to the Premises
     shall be installed by Landlord, at Tenant's cost and expense, using the
     standard graphics for the Building. Except in connection with the hanging
     of lightweight pictures and wall decorations, no nails, hooks or screws
     shall be inserted into any part of the Premises or Building except by the
     Building maintenance personnel.

4.   Landlord may provide and maintain in the first floor (main lobby) of the
     Building an alphabetical directory board or other directory device listing
     tenants, and no other directory shall be permitted unless previously
     consented to by Landlord in writing.

5.   Tenant shall not place any lock(s) on any door in the Premises or Building
     without Landlord's prior written consent and Landlord shall have the right
     to retain at all times and to use keys to all locks within and into the
     Premises.  A reasonable number of keys to the locks on the entry doors in
     the Premises shall be furnished by Landlord to Tenant at Tenant's cost, and
     Tenant shall not make any duplicate keys.  All keys shall be returned to
     Landlord at the expiration or early termination of this Lease.

6.   All contractors, contractor's representatives and installation technicians
     performing work in the Building shall be subject to Landlord's prior
     approval and shall be required to comply with Landlord's standard rules,
     regulations, policies and procedures, which may be revised from time to
     time.

7.   Movement in or out of the Building of furniture or office equipment, or
     dispatch or receipt by Tenant of merchandise or materials requiring the use
     of elevators, stairways, lobby areas or loading dock areas, shall be
     restricted to hours designated by Landlord.  Tenant shall obtain Landlord's
     prior approval by providing a detailed listing of the activity.  If
     approved by Landlord, the activity shall be under the supervision of
     Landlord and performed in the manner required by Landlord.  Tenant shall
     assume all risk for damage to articles moved and injury to any persons
     resulting from the activity.  If equipment, property, or personnel of
     Landlord or of any other party is damaged or injured as a result of or in
     connection with the activity, Tenant shall be solely liable for any
     resulting damage or loss.

8.   Landlord shall have the right to approve the weight, size, or location of
     heavy equipment or articles in and about the Premises.  Damage to the
     Building by the installation, maintenance, operation, existence or removal
     of property of Tenant shall be repaired at Tenant's sole expense.

9.   Corridor doors, when not in use, shall be kept closed.

10.  Tenant shall not:  (1) make or permit any improper, objectionable or
     unpleasant noises or odors in the Building, or otherwise interfere in any
     way with other tenants or persons having business with them; (2) solicit
     business or distribute, or cause to be distributed,
<PAGE>

     in any portion of the Building, handbills, promotional materials or other
     advertising; or (3) conduct or permit other activities in the Building that
     might, in Landlord's sole opinion, constitute a nuisance.

11.  No animals, except those assisting handicapped persons, shall be brought
     into the Building or kept in or about the Premises.

12.  No inflammable, explosive or dangerous fluids or substances shall be used
     or kept by Tenant in the Premises, Building or about the Property.  Tenant
     shall not, without Landlord's prior written consent, use, store, install,
     spill, remove, release or dispose of, within or about the Premises or any
     other portion of the Property, any asbestos-containing materials or any
     solid, liquid or gaseous material now or subsequently considered toxic or
     hazardous under the provisions of 42 U.S.C. Section 9601 et seq. or any
     other applicable environmental Law which may now or later be in effect.
     Notwithstanding the foregoing, Landlord consents to the storage and use of
     normal quantities of normal office supplies in the Premises.  Tenant shall
     comply with all Laws pertaining to and governing the use of these materials
     by Tenant, and shall remain solely liable for the costs of abatement and
     removal.

13.  Tenant shall not use or occupy the Premises in any manner or for any
     purpose which might injure the reputation or impair the present or future
     value of the Premises or the Building. Tenant shall not use, or permit any
     part of the Premises to be used, for lodging, sleeping or for any illegal
     purpose.

14.  Tenant shall not take any action which would violate Landlord's labor
     contracts or which would cause a work stoppage, picketing, labor disruption
     or dispute, or interfere with Landlord's or any other tenant's or
     occupant's business or with the rights and privileges of any person
     lawfully in the Building ("Labor Disruption").  Tenant shall take the
     actions necessary to resolve the Labor Disruption, and shall have pickets
     removed and, at the request of Landlord, immediately terminate any work in
     the Premises that gave rise to the Labor Disruption, until Landlord gives
     its written consent for the work to resume.  Tenant shall have no claim for
     damages against Landlord or any of the Landlord Related Parties, nor shall
     the date of the commencement of the Term be extended as a result of the
     above actions.

15.  Tenant shall not install, operate or maintain in the Premises or in any
     other area of the Building, electrical equipment that would overload the
     electrical system beyond its capacity for proper, efficient and safe
     operation as determined solely by Landlord.  Tenant shall not furnish
     cooling or heating to the Premises, including, without limitation, the use
     of electronic or gas heating devices, without Landlord's prior written
     consent.  Tenant shall not use more than its proportionate share of
     telephone lines and other telecommunication facilities available to service
     the Building.

16.  Tenant shall not operate or permit to be operated a coin or token operated
     vending machine or similar device (including, without limitation,
     telephones, lockers, toilets, scales, amusement devices and machines for
     sale of beverages, foods, candy, cigarettes and other goods), except for
     machines for the exclusive use of Tenant's employees.

17.  Bicycles and other vehicles are not permitted inside the Building or on the
     walkways outside the Building, except in areas designated by Landlord.

18.  Landlord may from time to time adopt systems and procedures for the
     security and safety of the Building, its occupants, entry, use and
     contents.  Tenant, its agents, employees, contractors, guests and invitees
     shall comply with Landlord's systems and procedures.

19.  Landlord shall have the right to prohibit the use of the name of the
     Building by Tenant that in Landlord's sole opinion may impair the
     reputation of the Building or its desirability.  Upon written notice from
     Landlord, Tenant shall refrain from and discontinue such publicity
     immediately.

20.  Tenant shall not canvass, solicit or peddle in or about the Building or the
     Property.

21.  Neither Tenant nor its agents, employees, contractors, guests or invitees
     shall smoke or permit smoking in the Common Areas, unless the Common Areas
     have been declared a designated smoking area by Landlord, nor shall the
     above parties allow smoke from the
<PAGE>

     Premises to emanate into the Common Areas or any other part of the
     Building. Landlord shall have the right to designate the Building
     (including the Premises) as a non-smoking building.

22.  Landlord shall have the right to designate and approve standard window
     coverings for the Premises and to establish rules to assure that the
     Building presents a uniform exterior appearance.  Tenant shall ensure, to
     the extent reasonably practicable, that window coverings are closed on
     windows in the Premises while they are exposed to the direct rays of the
     sun.

23.  Deliveries to and from the Premises shall be made only at the times, in the
     areas and through the entrances and exits designated by Landlord.  Tenant
     shall not make deliveries to or from the Premises in a manner that might
     interfere with the use by any other tenant of its premises or of the Common
     Areas, any pedestrian use, or any use which is inconsistent with good
     business practice.

24.  The work of cleaning personnel shall not be hindered by Tenant after 5:30
     p.m., and cleaning work may be done at any time when the offices are
     vacant. Windows, doors and fixtures may be cleaned at any time.  Tenant
     shall provide adequate waste and rubbish receptacles to prevent
     unreasonable hardship to the cleaning service.
<PAGE>

                                   EXHIBIT C

                              COMMENCEMENT LETTER
                              -------------------
                             INTENTIONALLY OMITTED
<PAGE>

                                   EXHIBIT D

                                  WORK LETTER
                                  -----------


                             INTENTIONALLY OMITTED
<PAGE>

                                   EXHIBIT E

                             ADDITIONAL PROVISIONS
                             ---------------------

     This Exhibit is attached to and made a part of the Lease and is entered
into as of the _________ day of ___________________, by and between EOP-Columbia
Center, L.L.C., a Delaware limited liability company ("Landlord") and AVENUE A,
INC., a Washington corporation ("Tenant") for space in the Building located at
701 Fifth Avenue, Seattle, Washington  98104.


I.   Parking.
     --------

     A.   During the Term, Tenant shall have the right to receive from Landlord
          and Landlord agrees to grant to Tenant up to a total of 12 unreserved
          parking permits (the "Permits") in, or on the roof of, the Building
          garage ("Garage") for the use of Tenant and its employees, the number
          of Permits used by Tenant to be subject to Tenant's election made from
          time to time.  No deductions or allowances shall be made for days when
          Tenant or any of its employees does not utilize the parking facilities
          or for Tenant utilizing less than all of the Permits.  Tenant shall
          not have the right to lease or otherwise use more than the number of
          unreserved Permits set forth above.

     B.   During the initial Term, Tenant shall pay Landlord, as Additional Rent
          in accordance with Article IV of the Lease, the sum of $240.00 per
          month, for each unreserved Permit purchased by Tenant hereunder, as
          such rates may be adjusted from time-to-time to reflect the then
          current rate for parking in the Garage.

     C.   Except for particular spaces and areas designated by Landlord for
          reserved parking, all parking in the Garage and surface parking areas
          serving the Building shall be on an unreserved, first-come, first-
          served basis.

     D.   Landlord shall not be responsible for money, jewelry, automobiles or
          other personal property lost in or stolen from the Garage or the
          surface parking areas regardless of whether such loss or theft occurs
          when the Garage or other areas therein are locked or otherwise
          secured.  Except as caused by the negligence or willful misconduct of
          Landlord and without limiting the terms of the preceding sentence,
          Landlord shall not be liable for any loss, injury or damage to persons
          using the Garage or the surface parking areas or automobiles or other
          property therein, it being agreed that, to the fullest extent
          permitted by law, the use of the Permits shall be at the sole risk of
          Tenant and its employees.

     E.   Landlord shall have the right from time to time to promulgate
          reasonable rules and regulations regarding the Garage, the surface
          parking areas, if any, the Permits and the use thereof, including, but
          not limited to, rules and regulations controlling the flow of traffic
          to and from various parking areas, the angle and direction of parking
          and the like.  Tenant shall comply with and cause its employees to
          comply with all such rules and regulations as well as all reasonable
          additions and amendments thereto.

     F.   Tenant shall not store or permit its employees to store any
          automobiles in the Garage or on the surface parking areas without the
          prior written consent of Landlord.  Except for emergency repairs,
          Tenant and its employees shall not perform any work on any automobiles
          while located in the Garage or on the Property.  If it is necessary
          for Tenant or its employees to leave an automobile in the Garage or on
          the surface parking areas overnight, Tenant shall provide Landlord
          with prior notice thereof designating the license plate number and
          model of such automobile.

     G.   Landlord shall have the right to temporarily close the Garage or
          certain areas therein in order to perform necessary repairs,
          maintenance and improvements to the Garage or the surface parking
          areas, if any.

     H.   Tenant shall not assign or sublease any of the Permits without the
          consent of
<PAGE>

          Landlord.  Landlord shall have the right to terminate this Parking
          Agreement with respect to any Permits that Tenant desires to sublet or
          assign.

     I.   Landlord may elect to provide parking cards or keys to control access
          to the Garage or surface parking areas, if any.  In such event,
          Landlord shall provide Tenant with one card or key for each Permit
          that Tenant is granted hereunder, provided that Landlord shall have
          the right to require Tenant or its employees to place a deposit on
          such access cards or keys and to pay a fee for any lost or damaged
          cards or keys.

     J.   Landlord hereby reserves the right to enter into a management
          agreement or lease with an entity for the Garage ("Garage Operator").
          In such event, Tenant, upon request of Landlord, shall enter into a
          parking agreement with the Garage Operator and pay the Garage Operator
          the monthly charge established hereunder, and Landlord shall have no
          liability for claims arising through acts or omissions of the Garage
          Operator unless caused by Landlord's negligence or willful misconduct.
          It is understood and agreed that the identity of the Garage Operator
          may change from time to time during the Term.  In connection
          therewith, any parking lease or agreement entered into between Tenant
          and a Garage Operator shall be freely assignable by such Garage
          Operator or any successors thereto.

     IN WITNESS WHEREOF, Landlord and Tenant have executed this exhibit as of
the day and year first above written.


                                LANDLORD:

                                EOP-Columbia Center, L.L.C.,
                                a Delaware limited liability company

                                By:  EOP Operating Limited Partnership,   a
                                     Delaware limited partnership,
                                     its sole member

                                    By: Equity Office Properties Trust,
                                        a Maryland real estate investment
                                        trust, its managing general partner


                                    By:
                                       -----------------------------

                                    Name:
                                         ---------------------------

                                    Title:
                                          --------------------------



                                TENANT:

                                AVENUE A, INC., a Washington corporation

                                By:  /s/  Robert M. Littauer
                                   -----------------------------

                                Name: Robert M. Littauer
                                     ---------------------------

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