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                                                                   EXHIBIT 10.17

                              400 SIXTH AVENUE BUILDING
                               FIRST AMENDMENT TO LEASE

                                    By and Between
               John Hancock Mutual Life Insurance Company ("Landlord")
                                         and
               CFI ProServices, Inc., an Oregon Corporation ("Tenant")
                                  Dated July 8, 1996

RECITALS:

1.  Landlord and Tenant are parties to a Lease Agreement dated March 18, 1994
    (the "Agreement").

2.  Pursuant to the Lease, Tenant leases from Landlord approximately 53,112
    rentable square feet ("rsf.") on the second, third and fourth floors of the
    400 Sixth Avenue Building known as Suites 200, 300 and 400 ("Original
    Area").

3.  The term of the lease is July 1, 1994 through June 30, 2001 ("Original
    Term").

4.  Tenant desires to lease an additional 18,999 rentable square feet as shown
    on the plan attached hereto as Exhibit A, known as the tenth floor, Suite
    1000. ("Expansion Area")

5.  The terms used in this First Amendment, which are defined in the Lease
    Agreement, shall have the meanings given to them in the Lease Agreement,
    except as otherwise expressly provided in this First 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 Original Area:                          53,112 rsf.
         CFI Expansion Area:                         18,999 rsf.
                                                     ------
         Total CFI Premises:                         72,111 rsf.

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First Amendment to Lease/CFI
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2.  RENT:  The monthly base rent for the combined Premises shall be as follows:
 
<TABLE>
<CAPTION>
     Term                              Monthly Base   1996           Monthly Base        Total Monthly
                                       Rent-Original  Expense        Rent-Expansion      Base Rent*
                                       Area           Increase       Area
     -------------------------------------------------------------------------------------------------
     <S>                               <C>            <C>            <C>                 <C>
     Oct. 1, 1996-June 30, 1997        $65,283.50     $1,913.00      $16,500.00          $ 83,696.50
     July 1, 1997-Sept. 30, 1997       $70,816.00     $1,913.00      $16,500.00          $ 89,229.00
     Oct.. 1, 1997-March 28, 1998      $70,816.00     $1,913.00      $20,625.00          $ 93,354.00
     April 1, 1998-June 30, 1999       $70,816.00     $1,913.00      $26,124.00          $ 98,853.00
     July 1, 1999 - July 31, 1999      $76,348.50     $1,913.00      $26,124.00          $104,385.50
     Aug. 1, 1999-July 31, 2001        $76,348.00     $1,913.00      $27,707.00          $105,968.50
     Aug. 1, 2001-Sept. 30, 2003       $85,200.00     $1,913.00      $30,478.00          $117,591.00

</TABLE>

    *Total Monthly Base Rent is subject to the 1996-97 reconciliation of real
    estate taxes as outlined in Section 4 below.

3.  TENANT'S PERCENTAGE:  Under Sections 24.2 of the Lease Agreement, Tenant's
    Percentage of the Building shall be amended to be 39.53% effective as of
    the Expansion Area Commencement Date.  Tenant's Percentage of the Building
    reflects Tenant's rentable area of Premises (72,111 rsf) divided by total
    rentable area of the Building in which the Premises are located (183,051
    rsf).

4.  BASE YEAR:  Under Section 19.4, Additional Rent: Operating Expense
    Adjustment, Tenant's Base Year for the Original Area was 1994.  In order to
    consolidate all of Tenant's Premises under one Base Year, the 1996
    operating expense monthly payment was added to the base rent for the
    Original Area (see schedule above).  As of this Amendment, Tenant's Base
    Year will be amended to 1996 for their entire Premises.  Under Section 19.1
    Tenant's Base Year for real property taxes will be 1996-97, subject to the
    pass through of any increase of real estate taxes for the Original Area
    over the Original Area's base year of 1994-95.

5.  TENANT IMPROVEMENTS:  Landlord shall provide to Tenant a tenant improvement
    allowance equal to $18.00 per rsf. or $341,982.00 (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 First Amendment to Lease, electrical distribution, plumbing,
    partitions, lighting distribution, floor coverings and wall preparation, as
    well as the cost of demolition, if any, construction, space planning,
    working drawings, construction documents, design services, supervision and
    permits.

    It is agreed and understood that the 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

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First Amendment to Lease/CFI
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    change orders requested by Tenant shall promptly be paid by Tenant in a
    single lump sum within 15 days after receipt of invoice from the Landlord.

    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
    manager 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 Landlords control.

    The plans for the remodeling work, 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 unreasonable
    be withheld.  All remodeling work shall be done in compliance with all
    applicable laws and regulations as of the date of this Amendment,
    including, without limitation, the Americans with Disabilities Act.

6.  PARKING:  Section 26.1 of the Lease Agreement shall be amended to provide
    Tenant a total of 27 parking spaces in the building parking garage.
    Parking will be available upon execution of this First Amendment to Lease.
    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.  Tenant can reinstate stalls up
    to its allowance with at lease 60 days prior written notice to Landlord.
    All other provisions as outlined in Section 26.1 shall remain in effect.

7.  OPTION TO EXPAND:  Section 32.1 of the Lease Agreement shall be replaced in
    its entirety   with the following:

    Landlord hereby grants Tenant an option to expand the Premises by no less
    than 3,500 rsf or more than 5,000 rsf on JULY 1, 1998 (the "Fourth
    Anniversary of the lease") and on JULY 1, 1999 (the "Fifth Anniversary of
    the lease"), provided (i) Tenant gives written notice to Landlord of
    Tenant's election to exercise such expansion option and specifies the
    requested size of the expansion space ("Expansion Notice") no later than
    two hundred ten (210) days prior to the anniversary date of the Lease as
    stated above; (ii) an  uncured event of default at the time of Tenant's
    notice to Landlord does not exist under this Lease, and no event has
    occurred which with the passage of time or the giving of notice (or both)
    would be deemed an event of default if not cured within the applicable cure
    period, if any; and (iii) Tenant has not assigned its interest in this
    Lease or sublet more than fifty percent (50%) of the Premises, except to an
    affiliate defined in Section 10.1 of the Lease Agreement.  Tenant's failure
    to exercise an option in any one year neither increases nor decreases the
    amount of expansion space available to Tenant in subsequent years.


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First Amendment to Lease/CFI
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    The actual location and size of each annual expansion space, and the date
    on which such space becomes a part of the Premises, shall be at Landlord's
    discretion provided such space is above grade and is suitable for general
    office use.  Following receipt of Tenant's Expansion Notice, Landlord shall
    have up to one hundred eighty (180) days to notify Tenant in writing of the
    location, size and commencement date for the expansion space.  The
    commencement date for all such expansion space may be any time during the
    period commencing ninety (90) days before and ending one hundred eighty
    (180) days after the annual anniversary of the commencement date.  From and
    after each such commencement date, the expansion space shall become part of
    the Premises, and Tenant's proportionate share of additional rent shall be
    increased.

    A new base year for operating expenses and real estate taxes shall be
    established for the expansion space as follows:

    Fourth Anniversary Expansion:      Base Year Operating Expenses - 1998
                                       Base Year Real Estate Taxes - 1998-1999

    Fifth Anniversary Expansion        Base Year Operating Expenses - 1999
                                       Base Year Real Estate Taxes - 1999-2000

    The annual Base Rent for the expansion space shall be equal to one hundred
    percent (100%) of the Current Fair Market Rental Rate.  If the parties
    cannot agree on the Current Market Rental Rate, the Base rent shall be
    determined by three (3) licensed real estate brokers in accordance with the
    procedures set forth in Section 31.1(c) of the Lease Agreement, but in no
    event shall the rent be less than the rent for the Tenant's existing space
    at the time of expansion.  For each exercise of Tenant's expansion option,
    Tenant's obligation to pay rent to Landlord shall begin on the earlier of
    the date on which Tenant takes possession of the expansion space or the
    date of substantial completion of the tenant improvement work for the
    expansion space.

    Tenant shall provide to Landlord the schematic plans for Tenant's expansion
    space no later than sixty (60) days following receipt of Landlord's notice.
    The plans shall be subject to Landlord's written approval, which shall not
    be unreasonably withheld.  Final plans and construction documents shall be
    prepared by Landlord's architect.


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First Amendment to Lease/CFI
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    Landlord shall provide a tenant improvement allowance, including space
    planning services (consisting of one scheme and one revision thereof) and
    construction documents for building standard improvements equal to

    On the Fourth Anniversary (July 1, 1998) the tenant improvement allowance
    shall be $12.50 per rsf.
    On the Fifth Anniversary (July 1, 1999)the tenant improvement allowance
    shall be $10.00 per rsf.

8.  RIGHT OF FIRST OFFER:

    In the event that Suite 610 and Suite 700, (currently occupied by GSA-US
    Department of Housing and Urban Development), and approximately 22,785
    rsf., becomes  or is reasonably anticipated by Landlord to become vacant
    during the Term, except as provided below, Landlord shall notify Tenant in
    writing of the availability of such Space (the "Available Space").
    Landlord may deliver such notice prior to such space becoming vacant.

    Provided that (i) no event of Default then exists under this Lease; (ii) no
    event exists at the time of the exercise of such right or arises subsequent
    thereto, which event by notice and/or the passage of time would constitute
    an Event of Default if not cured within the applicable cure period, if any,
    unless cured within the applicable cure period permitted under the Lease;
    (iii) Tenant has not assigned the Lease or sublet more than twenty percent
    (20%) of the Premises except to an affiliate as defined in Section 10.1 of
    the Lease Agreement, and (iv) Tenant provides Landlord written notice,
    within ten (10) business days after receipt of Landlord's notice, of
    Tenant's desire to expand the Premises into the Available Space described
    in Landlord's notice, time being of the essence, Tenant shall have the
    first right to negotiate to lease all of such Available Space for a period
    of ten (10) business days after receipt of Landlord's notice (the
    "Negotiation Period").  The basis for negotiation shall be 100% of the
    Current Fair Market Rental Rate for the Available Space and both parties
    agree to negotiate with one another on an ongoing basis during the
    Negotiation Period regarding the other terms for Tenant's leasing,
    including without limitation any tenant improvements or tenant improvement
    allowance proposed to be provided by Landlord.  If the parties do not agree
    upon the Current Fair Market Rental Rate during the negotiation Period but
    otherwise agree upon the terms of Tenant's leasing of Available Space, the
    Base Rent for the Available Space shall be determined by the process stated
    in Section 31.1 (c) of the Lease, but in no event shall such rent be less
    than the then current rental (on a blended per-square foot basis) for the
    Premises.  If less than thirty-six (36) months remain in the term of the
    Lease, as of the date of the commencement of the Available Space, then the
    expiration date of the Lease of the entire Premises (including the
    Available Space) shall be extended so that the length of the remaining term
    of the Lease for the Premises and the Available Space shall be at least
    thirty-six (36) months from the Available Space commencement date.


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First Amendment to Lease/CFI
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    Tenant's obligation to pay rent to Landlord for the Available Space shall
    begin on the date on which Landlord makes available to Tenant possession of
    the Available Space (which shall be the date of substantial completion of
    any tenant improvements Landlord is to make to the Available Space,  if
    Landlord agrees during the Negotiation Period to make such improvements).

    In the event that Landlord and Tenant do not agree in writing for any
    reason, on the terms for the lease of the Available Space within such
    Negotiation Period, Tenant's first right to negotiate pursuant to this
    Section 8 shall terminate, and Landlord shall have the right to lease the
    Available Space to any other person or entity upon any terms and conditions
    which Landlord desires, in its sole discretion.  As used herein, the term
    "Leased Space" shall mean the office space shown on Exhibit A hereto.

    In the event that Landlord and Tenant agree on lease terms for such
    Available Space pursuant to this Section 8, Tenant agrees to execute an
    amendment modifying this Lease within fifteen (15) business days after
    landlord delivers such amendment to Tenant, which amendment shall set forth
    (I) the amount of rentable square feet of space constituting the Premises
    after the addition of the Available Space; (ii) the exact location of the
    Available Space; (iii) the amount of Annual Base Rent and the Monthly Base
    Rent for the Premises after the addition of the Available Space; (iv) the
    adjustments to Tenant's Pro Rata Share of Operating Expenses and Tenant's
    Pro Rata Share of Real Estate Taxes caused by the addition of the Available
    Space and (v) the adjustments to the number of parking spaces to be
    provided to Tenant; (vi) the commencement date of the Available Space term.
     The base year for Operating Expenses and Real Estate Taxes for the
    "Available Space" shall be that calendar year or tax year for which the
    Landlord has most recent actual costs established.  Should Tenant fail or
    refuse to execute such amendment within the fifteen (15) business day
    period, time being of the essence, Landlord shall, at Landlord's option,
    either (i) treat the written agreement signed by Landlord and Tenant during
    the Negotiation Period as binding upon the parties, in which case Tenant
    shall be deemed to have leased the Available Space on the terms of such
    writing, or (ii) be free to lease the Available Space in question to any
    other person or entity upon any terms and conditions that Landlord desires
    in its sole discretion.  In the event that Landlord and Tenant agree upon
    the lease terms for the Available Space pursuant to this Section, and
    Landlord is unable to deliver possession of such space to Tenant for any
    reason or condition beyond Landlord's reasonable control, including without
    limitation the failure of an existing tenant to vacate such space,
    Landlord, its agents and employees, shall not be liable or responsible for
    any claims, damages, or liabilities in connection therewith or by reason
    thereof.  In such event, Landlord shall use reasonable efforts to make the
    Leased Space available to Tenant as soon as reasonably practicable.

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First Amendment to Lease/CFI
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    This Right of First Offer is personal to CFI ProServices, Inc., and shall
    not inure to the benefit of any assignee or sublessee of Tenant.

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

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

cfi.ad1

AGREED AND ACCEPTED:                   AGREED AND ACCEPTED:
JOHN HANCOCK MUTUAL LIFE               CFI PROSERVICES, INC.
INSURANCE COMPANY, LANDLORD

BY:                                    BY:
   ---------------------------------      ---------------------------------
    ANNE W. COMSTOCK

TITLE:   INVESTMENT OFFICER            TITLE:
    -------------------------------         --------------------------------

DATE:                                  DATE:
    ------------------------------          --------------------------------