EXHIBIT 10.9
                                                                    ------------

                         EMPLOYMENT AGREEMENT LION, INC.
                              (Steve Thomson, CFO)



     This Employment Agreement (this "Agreement") is made effective the 26th day
of October, 2001 ("Effective Date"), by LION, INC. ("Employer"), and STEVE
THOMSON, CFO of LION, Inc. ("Executive").


                                    RECITALS

     Employer desires Executive's continued employment with Employer, and
Executive wishes to accept such continued employment, upon the terms and
conditions set forth in this Agreement.

                                    AGREEMENT

     The parties, intending to be legally bound, agree as follows:

                                 1. DEFINITIONS

     For the purposes of this Agreement, the following terms have the meanings
specified or referred to in this Section 1.

     1.1      "Basic Compensation" is defined as Salary and Benefits
               (see Section 3.1.1 and 3.1.2).

     1.2      "Bonus Compensation" is defined in Section 3.2.

     1.3      "Cause" is defined in Section 6.2

     1.4      "Confidential Information" is defined as the following information
and materials in written, oral, magnetic, photographic, optical or other form
and whether now existing or developed or created during the term of this
Agreement which are proprietary to Employer and are highly sensitive in nature.

          1.4.1    Information Marked Proprietary or Confidential. All data,
documents, materials, drawings and information in tangible form and marked
"Proprietary" or "Confidential."

          1.4.2    Products. Any and all ideas, designs, inventions,
discoveries, processes, methods, plans, concepts, know-how, methods, techniques,
structures, specifications, design specifications, design notes, flow charts,
documentation, technical and engineering data, laboratory studies, test results
and any other information and materials, whether or not in tangible form,
relating to Employer's operations.


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          1.4.3    Trade Secrets. All Employer's trade secrets, as defined in
the Washington Trade Secrets Law, RCW 19.108 et seq. and including without
limitation, the specific terms of Employer's relationships or agreements with
significant vendors and customers, and targeted prospective vendors and
customers; Employer's customer list; and information concerning Employer's
management, finance, marketing and business plans.

          1.4.4    Legal Rights. Patents, copyrights, trade secrets, trademarks,
and service marks ("Intellectual Property"), including any documents containing
information concerning such Intellectual Property.

          1.4.5    Third Party Information. Any and all information and
materials in Employer's possession or under its control from any other person or
entity which Employer is obligated to treat as confidential or proprietary
("Third Party Information").

          1.4.6    Not Generally Known. Any and all information not generally
known to the public or within the industries or trades in which Employer
competes.

     1.5      "Effective Date" means the date stated in the first paragraph of
the Agreement.

     1.6      "Employment Period" means the period beginning on the Effective
Date and ending on termination of Executive's employment pursuant to Section 6.

     1.7      "Person" is any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, or governmental body.

     1.8      "Post-Employment Period" is defined in Section 8.2.4.

     1.9      "Proprietary Items" is defined in Section 7.2.4.

     1.10     "Salary" is defined in Section 3.1.1.

     1.11      "Severance Benefit" is defined as 50% of the Executive's annual
salary for the calendar year in which this Agreement is terminated, together
with continuation of Benefits as defined in Sections 3.1.2 and 6.3.5 herein, at
the level the Executive is receiving at the time of Termination for six months
immediately following the Date of Termination.

     1.12     "Stock" - Common stock of Lion, Inc.

     1.13     "Price" is the Stock's average price per share during the 20
trading days immediately preceding the request for payment in Stock as per
Section 3.1.3.

                            2. EMPLOYMENT AND DUTIES

     2.1      EMPLOYMENT

         Employer hereby employs Executive, and Executive hereby accepts
employment by Employer, upon the terms and conditions set forth in this
Agreement.

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     2.2      TERM

     Subject to the provision of Section 6, the term of Executive's employment
under this Agreement will be three (3) years, beginning on the Effective Date
and ending on the third anniversary of the Effective Date.

     2.3      DUTIES

     Executive will have such duties as are assigned or delegated to Executive
by the Board of Directors of Employer and will continue to serve as CFO.
Executive will devote his entire business, time, attention, skill, and energy
exclusively to the business of Employer, will use his best efforts to promote
the success of Employer's business, and will cooperate fully with the Board of
Directors in the advancement of the best interests of Employer. If Executive is
elected as a director of Employer or as a director or officer of any of its
affiliates, Executive will fulfill his duties as such director or officer
without additional compensation.

                                3. COMPENSATION

     3.1      BASIC COMPENSATION

          3.1.1    Salary. Executive will be paid an annual salary of
$110,000/year subject to adjustment as provided below (the "Salary"), which will
be payable in equal periodic installments according to Employer's customary
payroll practices, but no less frequently than monthly. The Salary and Benefits
(i.e. Basic Compensation) will be reviewed by the Board of Directors not less
frequently than annually.

          3.1.2    Benefits. Executive will, during the Employment Period, be
permitted to participate in such pension, profit sharing, bonus, life insurance,
hospitalization, major medical, and other employee benefit plans of Employer
that may be in effect from time to time, to the extent Executive is eligible
under the terms of those plans (collectively, the "Benefits").

          3.1.3    Deferral of Basic Compensation and Form of Payment.
Executive, at his discretion, may defer payment and receipt of any portion of
his Basic Compensation, Bonus Compensation, and/or accrued vacation time
(collectively referred to as Salary), for any reason at any time before receipt
thereof. Any Salary or deferral thereof may, at Executive's request and
discretion, be paid in total or in increments (i) in cash when the cash flow of
the Company will support it or (ii) in Employer's Stock. However, not more than
20% of the Executive's "Net" Salary, as defined below, may be converted and paid
in Employer's stock. The payment in Stock shall be based on the price per share
(Price) equal to the preceding 20-day average trading price of the Stock
commencing on the first trading day prior to the date the Executive makes the
election to take Stock in lieu of Salary. "Net" means gross Salary less FICA,
and FIT. In situations involving the termination of the Executive's employment,
the Price shall be based on the preceding 20-day average trading price of the
stock commencing the first trading day prior to the effective date of
termination. An S-8 may, at Executive's request, be filed with the SEC to
register the Stock.

          3.1.4    For the calendar year 2001, the "net" balance of the
Executive's accumulated deferred Salary, may be converted to Employer's Stock at
a price equal to the greater of 10(cent) a share or the

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20-day average trading price of the Stock, commencing one day prior to the day
in which the Executive makes the request for payment. An S-8 may, at Executive's
request, be filed with the SEC to register the Stock. The election to receive
stock in lieu of salary (Deferred Compensation) for 2001 must be made on or
before 12-31-01.

          3.1.5    Notwithstanding the above provisions regarding Executive's
right to receive stock in lieu of salary (Deferred Compensation), all the
provisions in this Agreement in that regard must be consistent with all SEC
rules and regulations.

     3.2      BONUS COMPENSATION

     Annually the Executive Committee and/or CEO will review and/or determine
any bonus compensation plans or changes thereto for the Executive.

                           4. FACILITIES AND EXPENSES

     4.1      GENERAL

         Employer will furnish Executive office space, equipment, supplies, and
such other facilities and personnel as Employer deems necessary or appropriate
for the performance of Executive's duties under this Agreement. Employer will
pay on behalf of Executive (or reimburse Executive for) reasonable expenses
incurred by Executive at the request of, or on behalf of, Employer in the
performance of Executive's duties pursuant to this Agreement, and in accordance
with Employer's policies. Executive must file expense reports with respect to
such expenses in accordance with Employer's policies.

     4.2      BUSINESS EXPENSES

         Employer shall reimburse Executive for all reasonable, ordinary and
necessary business expenses incurred by Executive in the performance of his
duties and the promotion of the Employer's business.

     4.3      CELLULAR PHONE

     Employer will pay for and provide Executive with a cellular phone and phone
service for business use if so requested by the Executive.

                           5. VACATIONS AND HOLIDAYS

     Executive will be entitled to vacation each calendar year in accordance
with the vacation policies of Employer in effect for its employee officers from
time to time. Vacation must be taken by Executive at such time or times as
approved by the Board of Directors. Executive will also be entitled to the paid
holidays set forth in Employer's policies. Vacation days and holidays during any
calendar year that are not used by Executive during such calendar year may not
be used in any subsequent calendar year without Employer's prior written
consent. However, see section 3.1.3 regarding payment of accrued vacation in
cash or common stock.

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                                 6. TERMINATION

     6.1      EVENTS OF TERMINATION

     The Employment Period, Executive's Salary and Benefits and any and all
other rights of Executive under this Agreement or otherwise as an employee of
Employer will terminate (except as otherwise provided in this Section 6) on the
earliest of:

          6.1.1    Upon the death of Executive;

          6.1.2    Upon written notice by Executive;

          6.1.3    Upon written notice by Employer;

          6.1.4    For Cause (as defined in Section 6.2), immediately upon
notice from Employer to Executive, or at such later time as such notice may
specify.

     6.2      DEFINITION OF "FOR CAUSE"

     For purposes of Section 6.2, "Cause for Employer" shall mean any of the
following: (i) Executive's theft, dishonesty, or falsification of Employer's
documents or records; (ii) Executive's participation in a fraud or act of
dishonesty against Employer; (iii) any action taken in bad faith by Executive
which has a detrimental effect on Employer's reputation or business; (iv)
Executive's willful failure or inability to perform any reasonable assigned
duties that is not remedied by Executive within forty five (45) days of written
notice of such failure or inability from Employer; (v) Executive's unremedied
material breach of this Agreement after receipt of the written notice discussed
above, or any violation of Employer's written policies constituting gross
intentional misconduct adversely and demonstrably affecting Employer's business
or reputation; or (vi) Executive's conviction (including any plea of guilty or
NOLO CONTENDERE) of any felony or crime involving dishonesty.

     For purposes of Section 6.2, "Cause for Executive" shall mean any one of
the following events which occurs without Executive's consent: (i) any reduction
of Executive's then existing compensation or benefits, except to the extent that
such compensation of all other senior executives of Employer is equally reduced;
(ii) any material diminution of Executive's duties, responsibilities, authority,
reporting structure, titles or offices provided Executive gives Employer written
notice of such material diminution and it is not remedied by Employer within
thirty (30) days of receipt of such notice; (iii) any request that Executive
relocate to a work site that would increase Executive's one-way commute distance
by more than fifty (50) miles from Executive's then principal residence; (iv)
any material breach by Employer of its obligations under this Agreement that is
not remedied by Company within thirty (30) days of written notice of such breach
from Executive; (v) another entity or person becoming the majority owner through
a hostile takeover of Employer; or (vi) a slate of directors is elected, a
majority of which were not recommended by the existing directors and management
prior to the vote.

     6.3      TERMINATION PAY

     Effective upon the termination of this Agreement, Employer will be
obligated to pay Executive only such compensation as is provided in this Section
6.3, and in lieu of all other amounts and in settlement and complete release of
all claims Executive may have against Employer.

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          6.3.1    Termination by Employer For Cause or Termination by
Executive Without Cause. If Employer terminates this Agreement for Cause, or
Executive terminates this Agreement without cause, Executive will be entitled to
receive his Salary only through the date such termination is effective.

          6.3.2    Termination Upon Death. If this Agreement is terminated
because of Executive's death, Executive will be entitled to receive his Salary
through the end of the calendar month in which his death occurs, plus a
Severance Benefit.

          6.3.3    Termination By Employer Without Cause. If Employer terminates
this Agreement without Cause, Employer will pay Executive his Salary through the
end of the calendar month in which such termination occurs. Employer will also
pay the Severance Benefit payable in accordance with the option to defer Salary
and Benefits as set forth in 3.1.3 above. At the discretion of the Executive,
severance pay may be paid in cash or in common stock of Employer or a
combination of both.

          6.3.4    Termination By Executive For Cause. If the Executive
terminates this Agreement "for cause", the Employer will pay Executive his
Salary through the end of the calendar month in which such termination occurs.
Employer will also pay the Severance Benefit payable in accordance with the
option to defer Salary and Benefits as set forth in 3.1.3 above. At the
discretion of the Executive, severance pay may be paid in cash or in common
stock of Employer or a combination of both.

          6.3.5 Benefits. Executive's accrual of, or participation in
plans providing for benefits will cease at the effective date of the termination
of this Agreement, and Executive will be entitled to accrued Benefits pursuant
to such plans only as provided in such plans. Following the Termination Date,
the Executive has the right to continue coverage under the Company's health
insurance plans as provided by the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended ("COBRA"), provided the Executive makes a timely
election for such continued coverage. However, if the Executive terminates "for
cause" or the Employer terminates the Executive "without cause", Employer will
provide, at no expense to the Executive during the 6 month Severance Period, any
health insurance benefits provided under the Employer's Plans.


                           7. NON-DISCLOSURE COVENANT


     7.1      ACKNOWLEDGMENTS BY THE EXECUTIVE

     Executive acknowledges that (a) during the Employment Period and as a part
of his employment, Executive will be afforded access to Confidential
Information; (b) public disclosure of such Confidential Information could have
an adverse effect on Employer and its business; and (c) the provisions of this
Section 7 are reasonable and necessary to prevent the improper use or disclosure
of Confidential Information.

     7.2      AGREEMENTS OF THE EXECUTIVE

     In consideration of the compensation and benefits to be paid or provided to
Executive by Employer under this Agreement, Executive covenants as follows:

          7.2.1    During and following the Employment Period, Executive will
hold in confidence the Confidential Information and will not disclose it to any
person except with the specific prior written consent of Employer or except as
otherwise expressly permitted by the terms of this Agreement.


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          7.2.2    Any trade secrets of Employer will be entitled to all of the
protections and benefits under Washington trade secret law, RCW 19.108 et seq.,
and any other applicable law. If any information that Employer deems to be a
trade secret is found by a court of competent jurisdiction not to be a trade
secret for purposes of this Agreement, such information will, nevertheless, be
considered Confidential Information for purposes of this Agreement. Executive
hereby waives any requirement that Employer submit proof of the economic value
of any trade secret or post a bond or other security.

          7.2.3    None of the foregoing obligations and restrictions applies to
any part of the Confidential Information that Executive demonstrates was or
became generally available to the public other than as a result of a disclosure
by Executive.

          7.2.4    Executive will not remove from Employer's premises (except to
the extent such removal is for purposes of the performance of Executive's duties
at home or while traveling, or except as otherwise specifically authorized by
Employer) any document, record, notebook, plan, model, component, device, or
computer software or code, whether embodied in a disk or in any other form
(collectively, the "Proprietary Items"). Executive recognizes that, as between
Employer and Executive, all of the Proprietary Items, whether or not developed
by Executive, are the exclusive property of Employer. Upon termination of this
Agreement by either party, or upon the request of Employer during the Employment
Period, Executive will return to Employer all of the Proprietary Items in
Executive's possession or subject to Executive's control, and Executive shall
not retain any copies, abstracts, sketches, or other physical embodiment of any
of the Proprietary Items.

     7.3      DISPUTES OR CONTROVERSIES

Executive recognizes that should a dispute or controversy arising from or
relating to this Agreement be submitted for adjudication to any court,
arbitration panel, or other third party, the preservation of the secrecy of
Confidential Information may be jeopardized. All pleadings, documents,
testimony, and records relating to any such adjudication will be maintained in
secrecy and will be available for inspection by Employer, Executive, and their
respective attorneys and experts, who will agree, in advance and in writing, to
receive and maintain all such information in secrecy, except as may be limited
by them in writing.


                    8. NON-COMPETITION AND NON-INTERFERENCE


     8.1      ACKNOWLEDGMENTS BY THE EXECUTIVE

     Executive acknowledges that: (a) the services to be performed by him under
this Agreement are of a special, unique, unusual, extraordinary, and
intellectual character; (b) Employer's business is international in scope and
its products are marketed throughout the world; (c) Employer competes with other
businesses that are or could be located in any part of the world; and (d) the
provisions of this Section 8 are reasonable and necessary to protect Employer's
business.

     Executive acknowledges that the products or activities and services of the
Employer include, but are not limited to, the acquisition, assemblence,
marketing and sales of Employer's products and services, including industry web
site development and hosting, rate and fee content information from lenders for
mortgage brokers, and Internet-based technology solutions for mortgage brokers
and lenders.
Executive further acknowledges that the products, activities, and services of
the Employer may expand during Executive's term of employment, and that the
provisions of this Section 8 apply to all products, activities, and services of
Employer in effect at the time of Executive's termination.

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     8.2      COVENANTS OF THE EXECUTIVE

     In consideration of the acknowledgments by Executive, and in consideration
of the compensation and benefits to be paid or provided to Executive by
Employer, Executive covenants that he will not, directly or indirectly:

          8.2.1    During the Employment Period, except in the course of his
employment hereunder, engage or invest in, own, manage, operate, finance,
control, or participate in the ownership, management, operation, financing, or
control of, be employed by, associated with, or in any manner connected with,
lend Executive's name or any similar name to, lend Executive's credit to or
render services or advice to, any business whose products or activities compete
in whole or in part with the products or activities of Employer anywhere within
the United States; provided, however, that Executive may purchase or otherwise
acquire up to (but not more than) one percent of any class of securities of any
enterprise (but without otherwise participating in the activities of such
enterprise) if such securities are listed on any national or regional securities
exchange or have been registered under Section 12(g) of the Securities Exchange
Act of 1934;

          8.2.2    Whether for Executive's own account or for the account of any
other person, at any time during the Employment Period and the Post-Employment
Period, solicit business of the same or similar type being carried on by
Employer, from any person known by Executive to be a customer of Employer,
whether or not Executive had personal contact with such person during and by
reason of Executive's employment with Employer;

          8.2.3    Whether for Executive's own account or the account of any
other person (a) at any time during the Employment Period and the
Post-Employment Period, solicit, employ, or otherwise engage as an employee,
independent contractor, or otherwise, any person who is an employee of Employer
or in any manner induce or attempt to induce any employee of Employer to
terminate his employment with Employer; or (b) at any time during the Employment
Period and the Post Employment Period, interfere with Employer's relationship
with any person, including any person who at any time during the Employment
Period was an employee, contractor, supplier, or customer of Employer; or

          8.2.4    At any time during or after the Employment Period, disparage
Employer or any of its shareholders, directors, officers, employees, or agents.

     For purposes of this Section 8.2, the term "Post-Employment Period" means
the one-year period beginning on the date of termination of Executive's
employment with Employer.

     If any covenant in this Section 8.2 is held to be unreasonable, arbitrary,
or against public policy, such covenant will be considered to be divisible with
respect to scope, time, and geographic area, and such lesser scope, time, or
geographic area, or all of them, as a court of competent jurisdiction may
determine to be reasonable, not arbitrary, and not against public policy, will
be effective, binding, and enforceable against Executive.

     The period of time applicable to any covenant in this Section 8.2 will be
extended by the duration of any violation by Executive of such covenant.

     Executive will, while the covenant under this Section 8.2 is in effect,
give notice to Employer, within ten days after accepting any other employment,
of the identity of Executive's employer. Employer


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may notify such employer that Executive is bound by this Agreement and, at
Employer's election, furnish such employer with a copy of this Agreement or
relevant portions thereof.

                             9. GENERAL PROVISIONS


     9.1      INJUNCTIVE RELIEF AND ADDITIONAL REMEDY

     Executive acknowledges that the injury that would be suffered by Employer
as a result of a breach of the provisions of this Agreement (including any
provision of Sections 7 and 8) would be irreparable and that an award of
monetary damages to Employer for such a breach would be an inadequate remedy.
Consequently, Employer will have the right, in addition to any other rights it
may have, to obtain injunctive relief to restrain any breach or threatened
breach or otherwise to specifically enforce any provision of this Agreement.
Without limiting Employer's rights under this Section 9 or any other remedies of
Employer, if Executive breaches any of the provisions of Section 7 or 8,
Employer will have the right to cease making any payments otherwise due to
Executive under this Agreement.

     9.2      COVENANTS OF SECTIONS 7 AND 8 ARE ESSENTIAL AND INDEPENDENT
COVENANTS

     The covenants by Executive in Sections 7 and 8 are essential elements of
this Agreement, and without Executive's agreement to comply with such covenants,
Employer would not have entered into this Agreement or employed Executive.
Executive has independently consulted his counsel and has been advised in all
respects concerning the reasonableness and propriety of such covenants, with
specific regard to the nature of the business conducted by Employer.

     Executive's covenants in Sections 7 and 8 are independent covenants and the
existence of any claim by Executive against Employer under this Agreement or
otherwise, will not excuse Executive's breach of any covenant in Section 7 or 8.

     If Executive's employment hereunder expires or is terminated, this
Agreement will continue in full force and effect as is necessary or appropriate
to enforce the covenants and agreements of Executive in Sections 7 and 8.

     9.3      REPRESENTATIONS AND WARRANTIES BY THE EXECUTIVE

     Executive represents and warrants to Employer that the execution and
delivery by Executive of this Agreement do not, and the performance by Executive
of Executive's obligations hereunder will not, with or without the giving of
notice or the passage of time, or both: (a) violate any judgment, writ,
injunction, or order of any court, arbitrator, or governmental agency applicable
to Executive; or (b) conflict with, result in the breach of any provisions of or
the termination of, or constitute a default under, any agreement to which
Executive is a party or by which Executive is or may be bound.

     9.4      OBLIGATIONS CONTINGENT ON PERFORMANCE

     The obligations of Employer hereunder, including its obligation to pay the
compensation provided for herein, are contingent upon Executive's performance of
Executive's obligations hereunder.


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     9.5      WAIVER

     The rights and remedies of the parties to this Agreement are cumulative and
not alternative. Neither the failure nor any delay by either party in exercising
any right, power, or privilege under this Agreement will operate as a waiver of
such right, power, or privilege, and no single or partial exercise of any such
right, power, or privilege will preclude any other or further exercise of such
right, power, or privilege or the exercise of any other right, power, or
privilege. To the maximum extent permitted by applicable law, (a) no claim or
right arising out of this Agreement can be discharged by one party, in whole or
in part, by a waiver or renunciation of the claim or right unless in writing
signed by the other party; (b) no waiver that may be given by a party will be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on one party will be deemed to be a waiver of any obligation
of such party or of the right of the party giving such notice or demand to take
further action without notice or demand as provided in this Agreement.

     9.6      BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED

     This Agreement shall inure to the benefit of, and shall be binding upon,
the parties hereto and their respective successors, assigns, heirs, and legal
representatives, including any entity with which Employer may merge or
consolidate or to which all or substantially all of its assets may be
transferred. The duties and covenants of Executive under this Agreement, being
personal, may not be delegated.

     9.7      NOTICES

     All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt), (b) sent by facsimile
(with written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and facsimile
numbers set forth below (or to such other addresses and facsimile numbers as a
party may designate by notice to the other parties):

         If to Executive:


         Steve Thomson
         121 NW 97th St.
         Seattle WA 98117

         Telephone No.: (206) 789-3004

or to such other addresses and faxes as the parties may from time to time
designate in writing.

         If to Employer:

         Jack McMillan, CEO
         LION, Inc.
         4700-42nd Ave. SW, Suite 430
         Seattle, WA 98116

         Telephone No.: (206) 577-1440


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or to such other addresses and telephone numbers as the Employer may from time
to time designate in writing.

     9.8      ENTIRE AGREEMENT; AMENDMENTS

     This Agreement contains the entire agreement between the parties with
respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, between the parties hereto with respect to the
subject matter hereof. This Agreement may not be amended orally, but only by an
agreement in writing signed by the parties hereto.

     9.9      ARBITRATION

     Except when injunctive relief is sought by Employer pursuant to Section
9.1, Employer and Executive shall settle any and all claims, disputes or
controversies arising out of or relating to Executive's candidacy for
employment, employment and/or cessation of employment with Employer, exclusively
by final and binding arbitration before a single neutral Arbitrator. Such claims
include claims under federal, state and local statutory or common law; wrongful
termination; claims for wages, including, but not limited to, claims under the
Fair Labor Standards Act, Washington Minimum Wage Act, or other state
equivalent; breach of public policy; claims of discrimination or harassment,
including, but not limited to, claims under the Age Discrimination in Employment
Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991,
the Americans with Disabilities Act, the Washington Law Against Discrimination,
and any other state or local discrimination laws. The arbitration shall be
submitted to the American Arbitration Association, and it shall be conducted in
Seattle, Washington in accordance with the Commercial Dispute Resolution
Procedures then in effect. Judgment upon the award rendered may be entered only
in King County Superior Court.

     9.10     GOVERNING LAW

     This Agreement will be governed by the laws of the State of Washington
without regard to conflicts of laws principles.

     9.11     JURISDICTION

     Any action or proceeding seeking to enforce any provision of, or based on
any right arising out of, this Agreement may be brought against either of the
parties in the courts of the State of Washington, County of King, and each of
the parties consents to the jurisdiction of such courts (and of the appropriate
appellate courts) in any such action or proceeding and waives any objection to
venue laid therein. Process in any action or proceeding referred to in the
preceding sentence may be served on either party anywhere in the world.

     9.12     SECTION HEADINGS, CONSTRUCTION

     The headings of Sections in this Agreement are provided for convenience
only and will not affect its construction or interpretation. All references to
"Section" or "Sections" refer to the corresponding Section or Sections of this
Agreement unless otherwise specified. All words used in this Agreement will be
construed to be of such gender or number as the circumstances require. Unless
otherwise expressly provided, the word "including" does not limit the preceding
words or terms.


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     9.13     SEVERABILITY

     If any provision of this Agreement is held invalid or unenforceable by any
court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

     9.14     DRAFTSMANSHIP

     There shall be no presumption of draftsmanship in the preparation or
execution of this Agreement.

     9.15     COUNTERPARTS

     This Agreement may be executed in one or more counterparts, each of which
will be deemed to be an original copy of this Agreement and all of which, when
taken together, will be deemed to constitute one and the same agreement.

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

EMPLOYER:                                     EXECUTIVE:


__________________________________            __________________________________
Jack McMillan, CEO                            Steve Thomson, CFO



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