Exhibit 10.10

                          400 SIXTH AVENUE BUILDING
                          SECOND AMENDMENT TO LEASE

                               By and Between
           John Hancock Mutual Life Insurance Company ("Landlord")
                                     and
           CFI ProServices, Inc., an Oregon Corporation ("Tenant")
                           Dated January 11, 1999

Recitals

1.   Landlord and Tenant are parties to a lease  Amendment dated March 18, 1994,
     and to a First Amendment to Lease,  dated July 8, 1996  (collectively,  the
     "Agreement").

2.   Pursuant to the Agreement, Tenant leases from Landlord approximately 72,111
     rentable square feet ("rsf") on the second,  third, fourth and tenth floors
     of the 400 Sixth Avenue Building known as Suites 200, 300, 400 and 1000.

3.   The term of the Agreement is through September 30, 2003.

4.   Tenant desires to lease an additional  7,721 rentable  square feet as shown
     on the plan attached  hereto as Exhibit A, known as the ninth floor,  Suite
     905 and 906 ("Expansion Area").

5.   The  terms  used  in  this  Second  Amendment,  which  are  defined  in the
     Agreement,  shall have the meanings given to them in the Agreement,  except
     as otherwise expressly provided in this Second Amendment.

Agreement

      NOW, THEREFORE, the parties agree as follows:

1.   Premises: The demised Premises shall be increased to a total square footage
     as follows:

      CFI Existing Area:            72,111 rsf
      CFI Expansion Area:            7,721 rsf
      Total CFI Premises:           79,832 rsf

2.   Commencement and Expiration Date: The commencement  date of the term of the
     agreement for the expansion area (Expansion Area  Commencement  Date) shall
     be in two stages. April 1, 1999, Tenant will occupy approximately 2,909 rsf
     known as Suite 905.  August 1, 1999,  Tenant will occupy 4,812 rsf known as
     Suite 906. The Agreement  will expire as to the entirety of the Premises on
     September 30, 2003.

3.   Upon Tenant's  occupancy of Suite 906 on August 1, 1999, Suites 905 and 906
     will be known collectively hereafter as Suite 905.


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4.   Rent: The monthly base rent for the Expansion Area shall be as follows:

                  Months                SF    Rate ($/SF)   Monthly Rent
                 --------              ----   -----------   ------------
      April 1, 1999 - July 31, 1999    2,909    $20.00        $4,848.33
      August 1, 1999 - March 31, 2000  7,721    $20.00       $12,868.33
      April 1, 2000 - March 31, 2002   7,721    $21.00       $13,511.75
      April 1, 2002 - March 31, 2003   7,721    $22.00       $14,155.17
      April 1, 2003 - September 30,    7,721    $23.00       $14,798.58
      2003

5.   Base Rent Schedule:

                          Original       Tenth        Suites       Total
          Lease Term        Lease        Floor      905 & 906    Base Rent
       ----------------  ----------   ----------    ----------   -----------
       4/1/99 - 6/30/99  $72,729.00   $26,124.00    $4,848.33    $103,701.33
       7/1/99 - 7/31/99  $78,261.50   $26,124.00    $4,848.33    $109,233.83
       8/1/99 - 3/31/00  $78,261.50   $27,707.00    $12,868.33   $118,836.83
       4/1/00 - 7/31/01  $78,261.50   $27,707.00    $13,511.75   $119,480.25
       8/1/01 - 3/31/02  $87,113.00   $30,478.00    $13,511.75   $131,102.75
       4/1/02 - 3/31/03  $87,113.00   $30,478.00    $14,155.17   $131,746.17
       4/1/03 - 9/30/03  $87,113.00   $30,478.00    $14,798.58   $132,389.58

6.   Tenant's Percentage:  Under section  24.2 of the Lease Agreement,  Tenant's
     percentage of the Building will be based upon two calculations:
(a)         Tenant's  existing  square  footage  divided  by the total  building
            square footage as determined by old BOMA measurements 72,111 divided
            by 183,0501 equals 39.3% pro rata share).
(b)         Tenant's  percentage  for  expansion  area  will  be  determined  by
            dividing   expansion  square  footage  by  building  square  footage
            determined by new BOMA measurements (7,721 divided by 188,917 equals
            4.09% expansion space pro rate share).

7.   Base  Year:  Under  Section  19.4,   Additional  Rent:   Operating  Expense
     Adjustment,  Tenant's Base Year for floors two, three, four and ten will be
     1996; Tenant's Base Year for the Expansion Area (ninth floor) will be 1999.
     Under  Section 19.1,  Tenant's  Base Year for real property  taxes shall be
     1994-1995  for floors two,  three and four;  1996-1997 for the tenth floor;
     and 1998-1999 for the Expansion Area (Suites 905 and 906).

8.   Tenant  Improvements:  Landlord shall provide  Tenant a tenant  improvement
     allowance up to and not to exceed $108,094.00 (the "TI Allowance").  The TI
     Allowance  shall be used to pay for all  costs  and  expenses  incurred  in
     connection  with  remodeling  the  Expansion   Area,   including,   without
     limitation,  all  costs  for  heating,  ventilation  and  air  conditioning
     modifications  made to the existing  condition as of the signature  date of
     the  Second  Amendment  to  Lease,   electrical   distribution,   plumbing,
     partitions,  working  drawings,  construction  documents,  design services,
     supervision and permits, but not furniture and furnishings.

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     It is agreed and understood  that Tenant will be responsible for payment of
     the entire cost of other  improvements  in excess of the TI  Allowance.  If
     Tenant  exceeds the TI Allowance,  any such excess costs shall  promptly be
     paid by Tenant in a single lump sum within 15 days after receipt of invoice
     from the Landlord.  Tenant shall not be entitled to a credit for any unused
     portion of the TI Allowance.

     Landlord will act as construction  manager and administer a contract on the
     Tenant's  behalf  for the  entire  scope of the  work  outlined  above  and
     Landlord  shall have no  liability to tenant  whatsoever  for any claims or
     damages  arising in connection  with  Landlord's  services as  construction
     manger or its administration of the construction contract, except as may be
     caused by Landlord's gross negligence,  willful misconduct or delay, except
     for causes beyond the Landlord's control.  Landlord shall not charge Tenant
     or the TI Allowance for any construction supervisory fee of landlord or its
     building manager.

     The  plans  for  the  remodeling  work  itself,  and  all  contractors  and
     subcontractors  used in the remodeling work, shall be subject to Landlord's
     prior written approval,  which approval shall not unreasonably be withheld.
     All remodeling  work shall be in compliance  with all  applicable  laws and
     regulations  as  of  the  date  of  this  Amendment,   including,   without
     limitation, the Americans with Disabilities Act.

9.   Parking:  Section 26.1 of the Lease  Agreement  shall be amended to provide
     three  additional  parking  spaces for a total of 30 parking  spaces in the
     building  parking garage at prevailing  market rates which change form time
     to  time.  In the  event  Tenant  chooses  not to use  its  entire  parking
     allocation,  Tenant  shall give  Landlord at least 60 days'  prior  written
     notice of the number of parking  spaces it will give up, and  Landlord  may
     use such given up spaces for its own account.  Tenant can reinstate  stalls
     up to its  allowance  with at  least  60  days'  prior  written  notice  to
     Landlord.  All other  provisions  stated in Section  26.1 of the  Agreement
     shall remain in effect.  Tenant  acknowledges  that this Section 9 complies
     with Landlord's  obligations under the last sentence of Section 26.1 of the
     Agreement.

10.  Option to Expand:  The option to expand  provision  contained  in the First
     Amendment to  Agreement  as  paragraph 7, page 3, is hereby  deleted in its
     entirety.

11.  Early  Possession:  Landlord  shall provide Tenant with early access to the
     Premises at least 21 days prior to the April 1, 1999 (Suite 905) and August
     1, 1999 (Suite 906).  Expansion Space Commencement Date in order for Tenant
     to ready the Premises for occupancy.  Within this period, Tenant shall have
     access for its  vendors to complete  the  necessary  cabling  for  Tenant's
     equipment,  and to install equipment and office  furnishings.  Tenant shall
     coordinate its activities with those of Landlord's  contractor to avoid any
     delay in completion of the work.  Tenant's  access during such period shall
     be on all the terms and conditions of the Agreement,  other than payment of
     rent.

Except as amended by this Second  Amendment,  all other terms and  conditions of
the Lease Agreement shall remain in full force and effect.

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IN WITNESS  WHEREOF,  the parties have executed this Second  Amendment as of the
date first set forth above.

AGREED AND ACCEPTED                   AGREED AND ACCEPTED
John Hancock Mutual Life Insurance    CFI ProServices, Inc.
Company, Landlord

By:     /s/ Maryrose Sykes            By:     /s/ Kurt W. Ruttum

Title:  Associate Investment Officer  Title:  Vice President & CFO

Date:  1/20/99                        Date:  1/15/99