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                                                                   EXHIBIT 10.20

                                      LEASE

LANDLORD: SDS Properties Liberty Lake L.L.C. (the "Landlord")

TENANT: Spectrum Integrated Services, Inc., a Texas corporation, d/b/a Software
Spectrum (the "Tenant")

DATE OF LEASE: FEBRUARY 28, 2000

The Landlord hereby leases to the Tenant and the Tenant hereby leases from the
Landlord, the premises described herein on the following terms and conditions:

1.       PREMISES: The term "Premises" shall refer to the approximately 36,550
         square feet of the building, commonly known as 22820 East Appleway,
         Liberty Lake, Washington and more specifically described in the floor
         plan attached hereto as Exhibit A, being a part of the real property
         situated in the unincorporated area of Spokane County, State of
         Washington, described as follows:

                                TR 1 BSP 87 - 18

         The parties understand and agree, however, that Tenant will not have
         full possession of the Premises, and therefore is not leasing the
         entire Premises, from the commencement of this Lease. The parties
         further agree that Tenant shall lease the Premises in accordance with
         the following schedule, and that, prior to August 1, 2000, the term
         "Premises" shall mean that portion of the above-referenced building
         actually leased by Tenant:

         (a)      16,615 square feet labeled as Areas No. 1 and 2 on Exhibit A
                  commencing April 1, 2000;

         (b)      an additional 9,038 square feet labeled as Area No. 3 on
                  Exhibit A, commencing May 1, 2000; and

         (c)      an additional 10,889 square feet labeled as Area No. 4 on
                  Exhibit A, commencing August 1, 2000.

2.       PARKING, COMMON AREAS AND ACCESS: The Tenant and its invitees shall
         have the non-exclusive right to the use of the common areas, including
         parking areas, sidewalks and such other areas and facilities Landlord,
         all subject to the terms and conditions of this lease and further
         subject to the rules and regulations for the use thereof as from time
         to time prescribed by the Landlord and provided to the Tenant in
         writing. Notwithstanding the foregoing, no rules or regulations
         prescribed by Landlord shall materially decrease Tenant's rights or
         increase Tenant's obligations hereunder. Landlord has the right, from
         time to time, to close any part of the common areas as may be necessary
         for the purposes of making improvements, performing maintenance or
         doing repairs; provided, however, that Landlord shall first provide
         Tenant with ten (10) business days written notice of such closure, and
         further provided that no such closure shall occur during Tenant's
         regular business hours. Landlord will at all times make available to
         the Tenant and its employees and invitees, reasonable access to the
         parking areas of the property on which the Premises are located,
         including, without limitation, at least 147 parking spaces. The parties
         agree and acknowledge that 17 of such spaces will be in the north lot
         (fronting Appleway Road), and that Landlord has applied for and is
         using its best efforts to secure a right to use such land for parking
         under a license agreement with Spokane County that can be revoked by
         Spokane County at its option. Landlord does not assume any liability or
         responsibility for loss of such parking spaces if Spokane County should
         revoke such privilege; if such privilege is revoked, the minimum number
         of parking spaces Landlord shall provide hereunder will be 130, and the
         parties will negotiate in good faith an appropriate adjustment in Rent
         payable hereunder as a result of such reduction in parking spaces.


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3.       CLEANING COMMON AREAS: The Landlord will cause the parking lot and
         other common areas to be maintained in good repair and in a clean,
         sanitary and safe condition and will cause snow and ice to be removed,
         all according to the general standards of the community. Landlord shall
         cause the sidewalks to be kept free from snow, ice and debris.

4.       TERM OF LEASE: This lease shall commence April 1st, 2000 and shall
         terminate on the last day of March 31st, 2005.

5.       SURRENDER ON TERMINATION: At the expiration of the term of this lease,
         or of any renewal or extension thereof, or on the earlier termination
         of this lease, the Tenant will surrender the leased premises in a clean
         and neat condition and in as good condition as when received,
         reasonable wear and tear and damage by fire and casualty excepted. The
         Tenant may remove its trade fixtures and if the Landlord so directs,
         shall remove its trade fixtures and if such fixtures are removed shall
         cause the Premises to be repaired or will pay to the Landlord such
         reasonable sum as will defray the cost of repair necessitated by such
         removal. Landlord shall have the right to advertise and place for rent
         or for sale signs on the premises within three months of the expiration
         of this lease.

6.       HOLDING OVER: If the Tenant shall hold over after the expiration of
         this lease without a new lease having been entered into, then the
         Tenant shall be on a month-to-month tenancy, but otherwise on all of
         the same terms and conditions as provided in this lease except that all
         rents, including the base rent, and all additional charges, will be 20
         percent greater than they were on a monthly basis immediately prior to
         the expiration of this lease.

7.       RENT: "Rent" shall mean Basic Rent and Additional Rent, as defined
         herein:

         (a)      BASIC RENT: The Tenant agrees to pay to the Landlord as basic
                  rent ("Basic Rent") the following amounts which have been
                  calculated in accordance with Exhibit D:

                         $13,222.77 PER MONTH BEGINNING APRIL 1ST, 2000 -
                         APRIL 31ST, 2000 THEN,
                         $20,415.51 PER MONTH BEGINNING MAY 1ST, 2000 -
                         JULY 31ST, 2000 THEN,
                         $29,087.71 PER MONTH BEGINNING AUGUST 1ST, 2000 -
                         SEPTEMBER 30TH, 2001 THEN,
                         $29,818.71 PER MONTH BEGINNING OCTOBER 1ST, 2001 -
                         MARCH 31ST, 2003 THEN,
                         $30,571.64 PER MONTH BEGINNING APRIL 1ST, 2003 -
                         SEPTEMBER 30TH, 2004 THEN,
                         $31,347.16 PER MONTH BEGINNING OCTOBER 1ST, 2004 -
                         MARCH 31ST, 2005

         (b)      ADDITIONAL RENT: Beginning January 1, 2002, as additional
                  rent, the Tenant will pay one hundred percent (100%) of the
                  amount by which the real property taxes and fire insurance
                  premiums on the Premises for the year 2002 exceed the amount
                  of such taxes and premiums for the base year 2001 (the
                  "Additional Rent"). Landlord shall furnish Tenant with a
                  written statement of the Estimated Additional Rent for the
                  Premises on or before December 1, 2001 and each December 1
                  thereafter. Tenant shall pay Landlord the Additional Rent in
                  equal monthly installments, based upon the Estimated
                  Additional Rent provided by Landlord. Within ninety (90) days
                  after the close of each calendar year during the lease term
                  during which Tenant is paying Additional Rent, the Landlord
                  shall deliver to the Tenant a written statement setting forth
                  the Actual Additional Rent for the preceding calendar year. If
                  such Actual Additional Rent exceeds the Estimated Additional
                  Rent for such year, Tenant shall pay the amount of such excess
                  to Landlord as Additional Rent within forty-five (45) days
                  after receipt of such statement by Tenant. If such statement
                  shows such costs to be less than the Estimated Additional
                  Rent, then the amount of such overpayment by Tenant shall be
                  credited by Landlord to the next immediate Rent payable by
                  Tenant. Tenant shall have the right, at Tenant's expense, to
                  audit Landlord's books and records regarding Actual Additional
                  Rent. If the audit reveals that Landlord's statement is
                  determined to be in error by more than three percent (3%), the
                  amount of Additional Rent payable by Tenant shall be
                  recalculated based on the results of such audit. If this lease
                  terminates during the middle of a calendar year, the amount of
                  any adjustment between Actual Additional Rent and Estimated
                  Additional Rent with respect to the year in which such
                  termination occurs shall be prorated. Any amount payable by
                  Landlord to Tenant or by Tenant to Landlord with respect to
                  such adjustment shall be payable within forty-five (45) days
                  of the delivery by Landlord to Tenant of the Statement of
                  Actual Additional Rent with respect to such year.


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8.       PAYMENT OF RENT: All Rent and other sums due to the Landlord under the
         provisions of this lease shall be paid to the Landlord or agent. Rent
         shall be considered paid when received in good funds by the Landlord or
         his authorized agent at STS Properties Liberty Lake L.L.C. c/o SDS
         Realty, 202 East Trent, Spokane, Washington 99202. All Rent shall be
         paid in advance on the first business day of each calendar month. The
         Rent for any partial month at the beginning or ending of this lease
         shall be pro-rated on a daily basis. Any Rent not paid within 5 days of
         the due date shall be subject to interest at the rate of ten percent
         (10%) or the maximum rate allowed by law, whichever is greater, with
         said interest to be paid at the same time the Rent is paid. All Rent
         paid shall apply to the first Rent coming due.

9.       TENANT DEPOSIT: The Landlord acknowledges receipt from the Tenant of
         the sum of $25,000.00, which sum will be retained by the Landlord and
         held in escrow as a deposit to guarantee performance by the Tenant of
         all the Tenant's obligations under this lease. If, after the completion
         of the first year of this lease, the Tenant is not indebted to the
         Landlord for any past-due rent, the Landlord will apply the deposit to
         the next month's Rent when such Rent becomes due or otherwise will
         refund such deposit to the Tenant. The amount of the deposit, or the
         retaining of the deposit, does not in any way limit the rights of
         either of the parties or any other legal remedies which they may have.

10.      INTEREST ON DELINQUENCIES: Any delinquent rent or other charges owed by
         the Tenant shall bear interest from the date due until paid at the
         maximum rate allowed by law.

11.      UTILITIES AND COMMON AREA EXPENSES: The Tenant shall arrange and be
         responsible and pay for gas, electricity, heat, air conditioning,
         janitorial and window cleaning used by Tenant. The Landlord shall be
         responsible for and pay property taxes and insurance, refuse removal,
         water, sewer, snow removal, landscape maintenance and all other common
         area expenses. These expenses will be paid by the Landlord and are
         included in the monthly Basic Rent per Paragraph 7(a). Landlord shall
         not be liable for the failure of any such services for any reason
         whatsoever, unless due to Landlord's failure to arrange or pay for such
         services, or Landlord's negligence.

12.      SIGNS: The Tenant may maintain such individual signs as are consistent
         with the general design and decor of the area and are approved by the
         Landlord prior to their erection, which consent shall not be
         unreasonably withheld or delayed. If, with the Landlord's approval, the
         Tenant's signs are integrated with the general identifying sign
         established by the Landlord, then Tenant will be responsible for the
         maintenance of its sign, but for that purpose must engage the sign
         company designated by the Landlord. Signing within the Premises shall
         be subject to the prior written consent of Landlord, which consent
         shall not be unreasonably withheld or delayed.

13.      PREMISES NOT COMPLETED: The parties hereto agree and acknowledged that
         at the time of entry into this lease, the Premises have not been
         completed, and the Landlord agrees that it will complete the Premises
         in accordance with paragraph 61 below.

14.      USE OF PREMISES: The Premises will be used by the Tenant only for the
         following purpose of office space and a telephone call center and for
         such other lawful purpose as may be consented to by the Landlord in
         writing, which consent shall not be unreasonably withheld or delayed.

15.      SOLICITATIONS OF HANDBILLS: The Tenant will not solicit business or
         distribute handbills in any common areas.

16.      MUSIC, NOISE: The Tenant will not broadcast announcements, music or
         otherwise in a manner that can be heard outside of the Premises.

17.      FIRE RISK: The Tenant shall not engage in any activity nor store any
         materials which are prohibited by law or regulation or the rulings of
         the fire district or the fire marshal or the reasonable regulations
         promulgated by the Landlord and communicated to Tenant in writing. If,
         with the consent of the Landlord, the Tenant


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         lawfully maintains any material which increases the fire insurance
         rates, the Tenant shall pay such increased cost to the Landlord on
         written demand.

18.      REPAIRS AND MAINTENANCE BY LANDLORD: The Landlord shall be responsible
         for the maintenance and repair of the roof, walls, foundation, and
         structural parts of the Premises, provided that the Tenant shall be
         liable for any damage thereto occasioned by the Tenant's use and
         occupancy of the Premises or by the negligence of the Tenant, its
         agents or employees or invitees.

19.      MAINTENANCE AND REPAIRS BY TENANT: The Tenant shall, at his own
         expense, keep and maintain the interior of the Premises in a neat,
         clean condition and in good repair including promptly replacing any
         broken or cracked window glass including glass located in both interior
         and exterior walls or partitions. Tenant shall replace all necessary
         lighting ballasts, bulbs or tubes and furnace filters. The Tenant shall
         be responsible for the maintenance and repair of the heating and
         cooling systems, interior plumbing and electrical systems; provided,
         however, that Tenant shall have no responsibility for the maintenance
         and repair of such systems until Landlord has provided Tenant with a
         certificate of an independent inspector, reasonably satisfactory to
         Tenant, that such systems are in reasonably good operating condition.

20.      TENANT REPAIRS BY LANDLORD: If the Tenant fails or refuses to perform
         any repair or maintenance required of it under this lease promptly
         after written notice from the Landlord, then the Landlord may make or
         cause to be made such repairs or maintenance, and the Tenant will
         promptly reimburse the Landlord therefor.

21.      TENANT ALTERATIONS: The Tenant shall have the right to make
         alterations, additions and improvements to the interior of the
         Premises, according to designs approved by the Landlord in writing,
         which approval shall not be unreasonably withheld or delayed. No
         structural alterations may be made by Tenant without Landlord's prior
         written consent, which consent shall not be unreasonably withheld or
         delayed. Any alterations, additions and improvements which may be made
         or installed by Tenant shall remain upon the Premises and, at the
         termination of this lease, shall be surrendered with the Premises as a
         part thereof, provided, however, that all personal property, fixtures
         and equipment placed on the Premises by the Tenant may or shall be
         removed as herein provided. Any increase in real estate taxes resulting
         from Tenant alterations or improvements shall be paid by Tenant as
         Additional Rent. Notwithstanding the foregoing, Tenant shall have the
         right to make nonstructural alterations which do not exceed Ten
         Thousand Dollars ($10,000) in any one instance and minor decorations to
         the Premises, without obtaining Landlord's written consent, but Tenant
         shall deliver to Landlord copies of all plans and drawings related to
         any such alterations. Further, Tenant shall have the right to construct
         an underground trench from the Premises to the edge of the property on
         which the Premises are situated, as reflected in the plans attached
         hereto as Exhibit B.

22.      INSURANCE DURING ANY TENANT CONSTRUCTION: In the performance of any
         such alterations or improvements by Tenant under paragraph 21, the
         Tenant will carry public liability insurance and workman's compensation
         insurance and will in all respects comply with all applicable laws and
         regulations and will indemnify and save the Landlord harmless from any
         liens for labor, materials, or supplies which may arise by reason of
         such alterations or improvements.

23.      LIABILITY INSURANCE AND INDEMNITY:

         (a)      BY TENANT: The Tenant agrees to secure and maintain property
                  damage insurance and personal liability insurance with limits
                  of at least $100,000 property damage and $1,000,000/$3,000,000
                  bodily injury, naming the Landlord and Landlord's agent as an
                  additional insured and providing the Landlord or his agent
                  with a certificate of insurance in force including the name of
                  the insurance company, the effective date of the policy,
                  coverage and limits provided. Said insurance shall require 30
                  days notification to Landlord by the insurance company prior
                  to cancellation. The Tenant agrees to indemnify and save the
                  Landlord and Landlord's agent harmless from and against any
                  and all claims of any nature whatsoever arising from any act,
                  omission or negligence of the Tenant or the Tenant's
                  contractors, licensees, agents, servants, employees or
                  invitees or arising from any accident, injury or damage caused
                  to any person or property occurring in or about the Premises
                  if such accident, damage or injury is claimed to have resulted
                  from an act for which the


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                  Tenant is allegedly responsible; except to the extent that any
                  such accident, damage or injury results from the negligence or
                  acts or omissions of the Landlord. This indemnity and hold
                  harmless agreement includes reasonable costs and reasonable
                  expenses of defense.

         (b)      BY LANDLORD: The Landlord agrees to secure and maintain in
                  full force and effect adequate insurance for damage to or
                  destruction of the building in which the Premises are located,
                  in such amounts as may be reasonably satisfactory to both
                  parties. Landlord will provide Tenant with a certificate of
                  insurance evidencing such coverage as soon as practicable
                  following the execution of this lease, but in any event by
                  April 1, 2000.

24.      TENANT RISK: The Tenant will use and occupy the leased premises and the
         common areas with respect to which it has a right of use at its own
         risk and agrees that the Landlord shall have no responsibility or
         liability for any loss or damage sustained by the Tenant including loss
         or damage of or to its fixtures or its personal property, except to the
         extent caused by the negligence or acts or omissions of the Landlord.

25.      WAIVER OF SUBROGATION: Each party hereto waives any and every claim
         which arises or may arise in its favor and against the other party
         hereto during the term of this lease or any renewal or extension
         thereof for any and all loss of, or damage to, any of its property
         located within or upon, or constituting a part of, the premises leased
         to Tenant hereunder, which loss or damage is covered by valid and
         collectible fire and extended coverage insurance polices, to the extent
         that such loss or damage is recoverable under said insurance policies.
         Said mutual waivers shall be in addition to, and not in limitation or
         derogation of, any other waiver or release in this lease with respect
         to any loss of, or damage to, property of the parties hereto. In as
         much as the above mutual waivers preclude the assignment of any
         aforesaid claim by way of subrogation (or otherwise) to an insurance
         company (or any other person), each party hereto hereby agrees
         immediately to give each insurance company which has issued to it
         policies of fire and extended coverage insurance, written notice of the
         terms of said mutual waivers, and to have said insurance policies
         properly endorsed, if necessary, to prevent the invalidation of said
         insurance overages by reason of said waivers.

26.      DAMAGE OR DESTRUCTION: If the Premises shall be damaged, destroyed or
         rendered untenantable by fire or other casualty, either wholly or in
         part, such that Tenant cannot reasonably continue to carry out its
         business activities from the Premises until such damage is repaired,
         which repairs Landlord reasonably believes can be carried out within
         one hundred eighty (180) days from the casualty, and provided such
         repairs do not actually require more than two hundred ten (210) days
         from the date of the casualty to be completed, then this lease shall
         not terminate as a result of such casualty. In the event that Landlord
         does elect to rebuild or repair said Premises, it shall give notice to
         Tenant within thirty (30) days of such casualty having occurred, and
         will proceed diligently and with all reasonable dispatch to make and
         complete such repairs or to rebuild. Otherwise, each party may, by
         written notice to the other, either (a) terminate this lease within
         sixty (60) days after (i) such casualty or (ii) the end of such two
         hundred ten (210) day period, as applicable; or (b) keep this lease in
         effect, in which case Landlord shall restore the Premises to their
         previous condition. During any period in which any part or all of the
         Premises is destroyed or untenantable, Basic Rent and any Additional
         Rent shall be abated in the same proportion as the untenantable portion
         of the Premises bears to the whole thereof. If this lease is terminated
         as a result of any such damage or destruction, the lease shall be
         considered terminated as of the date of said casualty.

27.      ASSIGNMENT AND SUBLETTING: The Tenant shall not assign or sublet the
         whole or any part of the Premises without the prior written consent of
         the Landlord, which consent shall not be unreasonably withheld or
         delayed, and in giving or withholding consent, the Landlord will take
         into consideration the effect of such assignment or subletting on the
         entire property described above. In the event that consent is given to
         an assignment or subletting, the Tenant shall nevertheless remain
         liable to the Landlord for the full amount of rent due according to the
         terms of this lease and the Tenant's liability shall continue despite
         any modification in this lease which shall be made at the request of,
         or by agreement with, any assignee or sub-Tenant.

         In the event that the Tenant should desire to assign this lease or
         sublet the Premises or any part thereof, the Tenant shall give the
         Landlord written notice at least thirty (30) days in advance of the
         date on which Tenant desires to make such assignment or sublease, which
         notice shall specify: (a) the name and business


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         of the proposed assignee or sublessee, (b) the amount and location of
         the space affected, (c) the proposed effective date and duration of the
         subletting or assignment, and (d) the proposed rental to be paid to
         Tenant by such sublessee or assignee. Landlord shall then have a period
         of fifteen (15) days following receipt of such notice within which to
         notify Tenant in writing that Landlord elects either (i) to permit
         Tenant to assign or sublet such space, or (ii) to withhold consent to
         Tenant's assignment or subleasing such space and to continue this Lease
         in full force and effort as to the entire Premises.

         If Tenant is a corporation, then any transfer of this Lease by
         operation of law, merger, consolidation or liquidation shall constitute
         an assignment for the purpose of this paragraph; provided, however,
         that as long as Tenant is a publicly owned company, Landlord's consent
         to an assignment of this Lease will not be required as a result of
         merger, consolidation or liquidation, or any change in the ownership
         of, or power to vote, the majority or controlling interest of Tenant's
         outstanding voting stock unless: (a) such change is the result of any
         reorganization or merger by which the Tenant's rights under this Lease
         are transferred to a subsidiary or affiliate or any other entity in
         which Tenant has controlling interest (in which case Tenant agrees to
         guaranty performance under this Lease and upon receipt of such
         guaranty, in form and content satisfactory to Landlord, Landlord's
         consent will automatically be deemed to be given) or (b) such change
         results from Tenant's merger with, or purchase by, any competitor of
         Landlord.

         Notwithstanding the foregoing, the Landlord's consent to an assignment
         of this lease will not be required for any assignment to Tenant's
         ultimate parent company or to any entity that is a wholly-owned
         subsidiary of the Tenant's ultimate parent company.

28.      LANDLORD'S RIGHT OF ENTRY: The Landlord and its authorized agent shall
         have the right to enter the Premises during normal business hours for
         the purpose of inspecting the general condition and state of repair of
         the Premises and for the purpose of making any repairs required of the
         Landlord; provided, that the Landlord first gives Tenant twenty-four
         (24) hours written notice of its intent to enter. Further, during any
         period of month-to-month tenancy and during the final three (3) months
         of the term of this lease (or any renewal thereof) upon twenty-four
         (24) hours written notice, the Landlord and its authorized agent shall
         have the right to enter the Premises to show the Premises to any
         prospective tenant, unless Tenant has renewed this lease. Landlord
         shall indemnify and hold Tenant harmless from and against all loss,
         cost, expense, claim or damage arising from any negligent act or
         omission of Landlord or any employee, agent or invitee of Landlord
         while in the Premises.

29.      EMERGENCY ENTRY: In the event of an emergency the Landlord and its
         authorized agents or public authorities shall have the right to enter
         the Premises at any time to prevent damage to the Premises or other
         parts of the above described property or to preserve the public peace.
         Landlord shall have a key to the Premises; if the Tenant changes locks,
         Tenant shall provide Landlord new keys. Landlord shall indemnify and
         hold Tenant harmless from and against all loss, cost, expense, claim or
         damage arising from any negligent act or omission of Landlord or any
         employee, agent or invitee of Landlord while in the Premises.

30.      SUBSTANTIAL CONDEMNATION: If during the term of this lease or any
         extension or renewal thereof, all or a substantial part of the Premises
         should be taken for any public or quasi-public use under any
         governmental law, ordinance or regulation or by right of eminent
         domain, or should be sold to the condemning authority under threat of
         condemnation, this lease shall terminate, effective as of the date of
         taking said premises by the condemning authority or purchaser, and
         Tenant shall have no further obligations hereunder, including any
         obligation to pay Rent, from such effective date forward.

31.      PART CONDEMNATION: If less than a substantial part of the Premises
         shall be taken for any public or quasi-public use under any
         governmental law, ordinance or regulation, or by right of eminent
         domain, or should be sold to the condemning authority under threat of
         condemnation, this lease shall not necessarily terminate but the
         Landlord may forthwith, at its sole expense, restore and reconstruct
         the buildings and other improvements situated on the Premises provided
         such restoration and reconstruction shall make the same reasonable
         Tenantable and suitable for the uses for which the Premises are leased
         as provided above. The rent payable hereunder during such
         reconstruction and the unexpired portion of this lease shall be
         adjusted equitably. If the Landlord does not so restore or reconstruct,
         this lease shall then terminate with any obligation of one party to the
         other ended.


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32.      PROCEEDS OF CONDEMNATION: The Landlord and Tenant shall each be
         entitled to receive and retain such separate awards and portions of
         lump sum awards as may be allocated to their respective interests in
         any condemnation proceedings. The termination of this lease shall not
         affect the rights of the respective parties to such awards.

33.      DEFAULT BY TENANT: The following events shall constitute events of
         default by Tenant:

         (a)      The failure of the Tenant to pay any installment of rent or
                  any other sums which are due from the Tenant to the Landlord
                  in accordance with any provisions of this lease within 5 days
                  after written notice from Landlord;

         (b)      The failure of the Tenant to comply with any term, condition
                  or covenant of this lease if the same is not remedied within
                  30 days after written notice from the Landlord, or, if such
                  failure cannot reasonably be remedied within 30 days, if the
                  Tenant shall not have commenced remedial action within 30 days
                  and thereafter pursued remedial action with diligence and
                  dispatch;

         (c)      If the Tenant shall become insolvent or shall make a transfer
                  in fraud of creditors or shall make a general assignment for
                  the benefit of creditors or commit any act of bankruptcy;

         (d)      If the Tenant shall file a petition under any section or
                  chapter of the bankruptcy laws of the United States of America
                  or shall be adjudged a bankrupt or insolvent in any
                  proceedings filed by or against the Tenant; or

         (e)      If a receiver shall be appointed for the Tenant or for all or
                  substantially all of the assets of the Tenant.

34.      REMEDIES OF THE LANDLORD: Upon the occurrence of any such event of
         default by the Tenant, the Landlord shall have the option to pursue any
         one of the following remedies without further notice or demand:

         (a)      Terminate all rights of the Tenant under this lease, in which
                  event the Tenant shall immediately surrender the Premises to
                  the Landlord and if the Tenant fails to do so the Landlord
                  may, without prejudice to any other remedy, enter upon the
                  Premises by any lawful means and remove the Tenant and its
                  property therefrom or retain the property asserting whatever
                  lien for rent the Landlord may have upon such property, and
                  the Tenant agrees to pay to the Landlord upon demand the
                  amount of all loss or damage which the Landlord may suffer by
                  reason of such termination whether through inability to relet
                  the premises on the same or more favorable terms to the
                  Landlord or otherwise; or

         (b)      The Landlord may enter upon the Premises and do or perform
                  whatever the Tenant was obligated to do under the terms of the
                  lease and the Tenant shall forthwith reimburse the Landlord
                  the cost thereof and the Landlord shall, in such event, incur
                  no liability to the Tenant for any such action, whether caused
                  by the negligence of the Landlord or otherwise.

35.      ATTORNEY FEES: In pursuing any remedies (including the giving of
         notices of default) the prevailing party shall be entitled to recover
         from the other party all of its costs and reasonable expenses incurred,
         including reasonable attorney fees, through and including appeal. The
         pursuit of any remedy provided by this lease shall not limit or
         preclude any other remedies provided by law.

36.      RENTS AFTER DEFAULT: If this lease shall be terminated as herein
         provided, the Tenant shall nevertheless remain liable for all rents due
         the Landlord and agrees to pay the same on the dates that the same are
         due, together with all other sums due the Landlord as provided herein,
         but less the net amount of any rents which the Landlord may receive as
         result of reletting all or any part of the leased premises. In the
         alternative at the election of the Landlord, the Landlord may recover
         from the Tenant as damages such a sum as, at the time of such
         termination, represents the amount of the excess, if any, of the then
         present


                                       7
<PAGE>   8

         value of the total rents reserved from the remainder of the lease term,
         less the amount of the reasonable rental value of the premises for the
         remainder of the lease term.

37.      QUIET ENJOYMENT: The Tenant, subject to the terms of this lease and on
         payment of the rent reserved and other sums due the Landlord as herein
         provided, and upon observing, keeping and performing all of the terms
         and conditions of this lease required of the Tenant, shall peaceably
         and quietly have, hold and enjoy the Premises during the full term of
         this lease and any extension or renewal hereof, provided that with
         respect to any services to be furnished by the Landlord, the Landlord
         shall in no event be liable for failure to furnish the same if
         prevented from so doing by strike, walkout, unavailability of labor or
         supplies or other cause beyond the Landlord's reasonable control or for
         any cause due to the act or neglect of the Tenant or its agents or
         employees or any person claiming by, through or under the Tenant.

38.      SUCCESSOR LANDLORD: Any covenants and agreements binding upon the
         Landlord as provided in this lease shall be binding upon the Landlord
         only with respect to and during his ownership of the premises, and if
         the ownership of the premises shall be transferred, then from and after
         the effective date of the transfer all obligations of the Landlord
         shall be the sole obligation of the successor Landlord.

39.      MORTGAGES: The Landlord has full authority to subordinate the interest
         of the Tenant to any mortgage, deed of trust or other lien placed upon
         the Premises and the Tenant will, upon receipt of a reasonable request
         from Landlord, execute any subordination instruments as may be
         appropriate to carry out this subparagraph provided that in such
         subordination this lease shall be recognized by the mortgagee or
         beneficiary under a deed of trust, and the rights of the Tenant shall
         remain in full force and effect during the term of this lease so long
         as the Tenant shall continue to perform all of its agreements under
         this lease.

40.      WAIVER OF DEFAULT: No waiver by the parties hereto of any default or
         breach of any term, condition or covenant of this lease shall be deemed
         to be a waiver of any subsequent default of breach of the same or any
         other term, condition or covenant of this lease

41.      DEFAULT BY LANDLORD: Landlord shall in no event be in default in the
         performance of any of its obligations under this lease unless (a)
         Landlord has received written notice of its default from the Tenant and
         (b) Landlord either (i) has failed to perform such obligation within 30
         days after receipt of such notice or (ii) if such obligation can not
         reasonably be performed within such thirty (30) day period, has failed
         to commence performance of such obligation and/or to diligently pursue
         completion of such performance within such thirty (30) day period.

42.      APPLICABLE LAW: This lease shall be construed and enforced according to
         the laws of the State of Washington, without regard to the conflicts of
         law principles thereof, and the venue of any action brought with
         respect to this lease may be laid in Spokane County, Washington.

43.      FORCE MAJEURE: Landlord or Tenant shall not be required to perform any
         term, condition or covenant in this lease so long as such performance
         is delayed or prevented by force majeure, which shall mean Acts of God,
         strikes, lockouts, material or labor restrictions by any governmental
         authority, civil riot, floods and any other cause not reasonably within
         the control of Landlord or Tenant and which, by the exercise of due
         diligence, Landlord or Tenant is unable, wholly or in part, to prevent
         or overcome.

44.      EXHIBITS: All exhibits, attachments, annexed instruments and addenda
         referred to herein shall be considered a part hereof for all purposes
         with the same force and effect as if copies at full length herein. The
         following exhibits are part of this lease: Exhibit A, Exhibit B, and
         Exhibit C.

45.      USE OF LANGUAGE: Words of any gender used in this lease shall be held
         and construed to include any other gender, and words in the singular
         shall be held to include the plural, unless the context otherwise
         requires.

46.      CAPTIONS: The captions or headings of paragraphs in this lease are
         inserted for convenience only, and shall not be considered in
         construing the provisions hereof if any questions of intent should
         arise.


                                       8
<PAGE>   9

47.      SUCCESSORS: The terms, conditions and covenants contained in this
         lease, shall apply to, inure to the benefit of, and be binding upon the
         parties hereto and their respective successors in interest and legal
         representatives except as otherwise herein expressly provided. All
         rights, powers, privileges, immunities and duties of Landlord under
         this lease, including but not limited to any notices required or
         permitted to be delivered by Landlord to Tenant hereunder, may, at
         Landlord's option, be exercised or performed by Landlord's agent or
         attorney.

48.      TIME IS OF THE ESSENCE.

49.      NOTICES: Any notice or document required or permitted to be delivered
         pursuant to this lease shall be deemed to have been delivered, whether
         actually received or not, when the same is deposited in the United
         States Mail, first class, postage prepaid, registered or certified
         mail, return receipt requested, addressed to the Landlord or the Tenant
         at his address stated below, or at such other address as may have been
         specified by notice given herein provided. Notice given in any other
         manner shall be effective only if given in the manner in which legal
         process may be served provided by law or if receipt thereof is
         acknowledged in writing.

         (a)      LANDLORD'S ADDRESS: SDS Properties Liberty Lake L.L.C. c/o SDS
                  Realty, 202 East Trent, Suite 202 Spokane, WA 99202.

         (b)      TENANT'S ADDRESS: Software Spectrum, 2140 Merritt Drive,
                  Garland, Texas 75041, Attention: Facilities Director, with a
                  copy to General Counsel at the same address.

50.      TELEPHONE SERVICE: Tenant shall, at his own expense, install and
         maintain his own telephone service.

51.      TENANT'S AGENT: Larry Callahan is designated as Tenant's agent with
         respect to this lease, until Landlord is notified in writing of change.

52.      ESTOPPELS: If requested by Landlord, Tenant shall execute estoppel
         certificates stating the status of this lease.

53.      RIDERS: None.

54.      LANDLORD'S IMPROVEMENTS: Prior to April 1, 2000, Landlord shall, at its
         own expense, undertake the modifications, decoration and improvements
         (the "Improvements") described and detailed on Exhibit C of this lease.
         Landlord's plans and specifications for such Improvements are attached
         as part of Exhibit C. If Landlord does not complete the Improvements
         prior to April 1, 2000, then Landlord and Tenant shall negotiate in
         good faith an equitable abatement of Rent during the time from April 1,
         2000 until such Improvements are complete, but in no event will the
         commencement date and expiration date of this lease be extended or
         adjusted as a result of such delay.

55.      ENVIRONMENTAL: Landlord shall comply, and take all necessary actions to
         cause the building to comply, with all applicable federal, state and
         local requirements relating to the protection of public health, safety
         and welfare, and with all applicable environmental laws relating to the
         building. Landlord is responsible for, and agrees to hold harmless,
         indemnify and defend Tenant from any and all claims, costs and
         liabilities related to the presence of toxic or hazardous substances,
         in or on the leased premises or the building, unless caused by Tenant.
         Tenant shall comply, and take all necessary actions to cause its
         operations on the Premises to comply, with all applicable federal,
         state and local requirements relating to the protection of public
         health, safety and welfare, and with all applicable environmental laws
         relating to the Premises. Tenant is responsible for, and agrees to hold
         harmless, indemnify and defend lessor from any and all claims, costs
         and liabilities related to Tenant's delivery of toxic or hazardous
         substances onto the Premises of Tenant's acts which solely result in
         the violations of any such laws. The indemnification obligations set
         forth in this paragraph shall survive the termination or expiration of
         this lease.

56.      OPTION TO EXTEND: Landlord hereby grants to Tenant an option to extend
         the term of this lease, upon the same terms and conditions, for one (1)
         renewal term of five (5) years (except that the Basic Rent shall be


                                       9
<PAGE>   10

         adjusted in accordance with this paragraph), which extended term shall
         commence on April 1st, 2005, and end on March 31st, 2010. The monthly
         Basic Rent for such renewal term shall be negotiated by Tenant and
         Landlord, acting in good faith. Tenant shall exercise its option to
         extend no later than 150 days prior to the expiration of the current
         term by delivery of written notice to Landlord of Tenants decision to
         extend the lease. In the event that the Tenant is in default of any of
         the terms and conditions of said lease then this option to extend shall
         be void and non-binding by the Landlord.

57.      AUTHORIZED SIGNERS: The person signing this Agreement on behalf of the
         Tenant and on behalf of the Landlord, respective, specifically
         represents that he or she has the authority to do so.

             [The remainder of this page intentionally left blank.]


                                       10
<PAGE>   11

IN WITNESS WHEREOF, this lease, consisting of this and the 10 preceding pages,
on the date first written on page one hereof was executed at Spokane, Washington
by the Landlord and the Tenant. The riders and exhibits referred to herein are
incorporated into this document by this reference.

LANDLORD: SDS PROPERTIES LIBERTY LAKE     TENANT: SPECTRUM INTEGRATED SERVICES,
L.L.C.                                    INC., D/B/A SOFTWARE SPECTRUM

By: /s/ STEVE SCHMAUTZ                    By: /s/ ROBERT D. GRAHAM
    ---------------------------------         ----------------------------------

Name: Steve Schmautz                      Name: Robert D. Graham
      -------------------------------           --------------------------------

Title: Gen Ptnr                           Title: Vice President
       ------------------------------            -------------------------------



STATE OF WASHINGTON   )
County of Spokane     ) ss.
                      )

         On this 10th day of March, 2000, before me, the undersigned, a Notary
Public in and for the State of Washington, duly commissioned and sworn,
personally appeared Steve Schmautz to me known to be the Gen Ptnr of SDS
Properties Liberty Lake L.L.C., the limited liability company that executed the
foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said limited liability company, for the uses and
purposed herein mentioned, and on oath stated that he is authorized to execute
the said instrument.

Witness my hand and official seal hereto affixed the day and year first written
above.


/s/ SHERI L. MYERS                   Sheri L. Myers
---------------------------------------------------
Notary Public in and for the State of Washington

Residing at Spokane County
            --------------
Commission Expires 9/15/00
                   -------

STATE OF TEXAS        )
County of Spokane     ) ss.
                      )

         On this 14th day of March, 2000, before me, the undersigned, a Notary
Public in and for the State of TEXAS, duly commissioned and sworn personally
appeared Robert D. Graham to me known to be the Vice President of Spectrum
Integrated Services, Inc., d/b/a Software Spectrum, the corporation that
executed the foregoing instrument, and acknowledged the said instrument to be
the free and voluntary act and deed of said corporation, for the uses and
purposes therein mentioned, and on oath stated that he is authorized to execute
the said instrument.

Witness my hand and official seal hereto affixed the day and year first written
above.

/s/ CHRISTI M. BAKER                 Christi M. Baker
-----------------------------------------------------
Notary Public in and for the State of Texas

Residing at Dallas County
            -------------
Commission Expires 9/16/02
                   -------


                                       11
<PAGE>   12

                                    EXHIBIT A

                             FLOOR PLAN OF PREMISES

[A diagram setting forth a floor plan of the premises subject to the lease is
attached.]


                                       12
<PAGE>   13

                                    EXHIBIT B

                            SPECIFICATIONS FOR TRENCH

[A diagram setting forth the specifications for the Trench to be constructed is
attached.]


                                       13
<PAGE>   14

                                    EXHIBIT C

                             LANDLORD'S IMPROVEMENTS

The requirement of these improvements is to meet any applicable federal, state
or local code, including, without limitation, all requirements under the
Americans With Disabilities Act, as amended. In addition, Landlord will ensure
that the improvements outfit the Premises with such additional supply of
electricity, restrooms, HVAC, and emergency exits as are necessary to adequately
support 355 people and equipment (including, without limitation, two desktop
computers per person). The improvements shall be as detailed herein.

                                      DOORS

1.       Convert all exterior doors (except three employee entrances, exit to
         patio and front entrance) to emergency exits: add signs stating
         "Emergency Exit Only - Alarm Will Sound"

2.       Rekey building with Keymark master system; specifics to be provided by
         Tenant. Keys to be duplicated only by Tenant's Facilities Manager.

3.       Change double doors in southwest office (server room) to one with
         locking pin, one with always-locked handle.

4.       Add storefront door to south break room (non-locking).

5.       Add locking (single) door to southeast (non-brick) storage room.

6.       Remove east door (fill in wall) of 12'x23' conference room.

7.       Remove door to hallway towards server/wiring room.

8.       Change patio door and three employee entrance doors to industrial
         strength, half-lites with safety glass.

                                      WALLS

1.       Closet electrical areas along north wall of Areas 4, 3 and 2, and along
         the west wall of Area 2, all with double door entrance hinged to 270
         degrees; add door stops and hooks.

2.       Drywall, seal, prime and paint throughout, to include some accent
         walls, color to be specified by Tenant. Remaining paint to be left on
         premises.

3.       Add 6'x10' vestibule for employee entrance, southwest doors of Area 2
         and 3, and southeast door of Area 4.

4.       Remove existing door on south wall of Area 2; replace adjacent overhead
         door with double doors, opening north.

5.       Remove 31'x12' room in Area 3.

6.       Install accordion-style partition wall to create two equal-size rooms
         in the southeast room of Area 3.

7.       Install walls in northwest corner of Area 3 to include existing
         overhead door to create a delivery room. Double doors along east wall.

8.       Closet existing ladder along north wall of Area 3.

9.       Install walls along east wall of Area 4 restrooms for janitor closet,
         to include sink. Move water fountain to north wall outside new room.

10.      Remove several walls in Area 4 as indicated on plan.

                                    RESTROOMS

1.       Install restrooms in northeast corner of Area 3; remove outside door.
         Add "hallway" to west side with recessed area for coffee bar.


                                       14
<PAGE>   15

                                  MISCELLANEOUS

1.       Carpet throughout (except break-rooms, restrooms, janitor closets,
         vestibules, electrical rooms and wiring rooms).

2.       HVAC upgrade.

3.       Replace stained ceiling tiles; repair roof leaks.

4.       Remove sink on southeast wall of storage closet.

5.       Ensure adequate electrical in northwest corner office for vending
         machines, microwaves; same in south break room.

6.       Ensure adequate electrical in training rooms (Areas 1 and 3).

7.       Install driveway and sidewalk access to connect parking lot with that
         of adjacent property leased by Tenant at 22721 East Mission, Liberty
         Lake, Washington, which shall be completed on or before June 1, 2000.

8.       Level the southwest corner floor of Area 3.

9.       Replace lighting/ballasts as necessary throughout with prismatic
         fixtures.

10.      Complete parking area with asphalt and landscape on the un-developed
         lot on the east side of building and the north end of building per site
         plan, which shall be completed on or before June 1, 2000. The parties
         agree that the completion by June 1, 2000 of the seventeen parking
         spaces at the north end of the building (as described in Paragraph 2 of
         the lease as being situated on land to be leased or licensed from
         Spokane County) is subject to Landlord's timely receipt of a license of
         such property from Spokane County.

11.      Move existing drinking fountain from wall adjacent to southwest
         restrooms to wall on new janitorial room per plan.

12.      Install one (1) awning over employee entrance.


                                       15
<PAGE>   16

                                    EXHIBIT D

                            CALCULATION OF BASIC RENT

<TABLE>
<CAPTION>
START DATE         END DATE         RENTABLE         COST PER        NET RENT         CAM              MONTHLY
                                    SQUARE FEET      SQUARE FOOT                                       BASIC RENT
<S>                <C>              <C>              <C>             <C>              <C>              <C>
Apr-00             Apr-00           16,615           $8.00           $11,076.67       $1.55            $13,222.77
May-00             Jul-00           25,653           $8.00           $17,102.22       $1.55            $20,415.51
Aug-00             Sep-01           36,550           $8.00           $24,366.67       $1.55            $29,087.71
Oct-01             Mar-03           36,550           $8.24           $25,097.67       $1.55            $29,818.71
Apr-03             Sep-04           36,550           $8.49           $25,850.60       $1.55            $30,571.64
Oct-04             Mar-05           36,550           $8.74           $26,626.11       $1.55            $31,347.16
</TABLE>

Cost per Square Foot includes 3% increase every 18 months.


                                       16