EXHIBIT 10.20


                             4040 CIVIC CENTER DRIVE
                             San Rafael, California

                                  OFFICE LEASE

                             BASIC LEASE INFORMATION
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<S>                                      <C>                                                <C>
Effective Date:                         February 1, 2005                                    Lease Reference

Landlord:                               4040 Civic Center, LLC.

Tenant:                                 LION, Inc.,
                                        a Washington corporation

Premises and Building                   Suite 450_                                          Paragraph 1
Address:                                4040 Civic Center Drive
                                        San Rafael, California 94904

Approximate Area of                     7,534 rentable square feet
Premises:

Term Commencement Date:                 May 1, 2005                                         Paragraph 2

Term Expiration Date:                   Five years after Term Commencement Date             Paragraph 2
                                        (Subject to adjustment per Paragraph 2)

Base Rent:                              $17,139.85 per month                                Paragraph 3

                                        Annual 3% increases on anniversary of Term
                                        Commencement Date

Tenant's Percentage Share:              6.19%                                               Paragraph 4(a)

Base Year for Operating Expenses &      2005                                                Paragraph 4(b)
Property Taxes:

Security Deposit:                       Tenant to provide a letter of credit as             Paragraph 16,
                                        as provided in Paragraph 2 of Rider No. 1           Rider No. 1
                                        in lieu of security deposit.

Tenant's Address for Notices:           LION, Inc.                                          Paragraph 21
                                        4700 42nd Avenue SW, Suite 430
                                        Seattle, WA 98116

Landlord's Address for Notices and      4040 Civic Center, LLC.                             Paragraph 21
Rent:                                   c/o First Virtual Properties, LLC.
                                        2207 Bridgepointe Parkway
                                        San Mateo, CA 94404

Broker(s):                              Orion Partners Ltd (for both Landlord               Paragraph 22(k)
                                        and Tenant)

Exhibit(s) and Addendum:                Rider                                               Paragraph 23
                                        Exhibit A - Diagram Showing Premises
                                        Exhibit B - Rules and Regulations
                                        Exhibit C - Verification Memorandum
                                        Exhibit D - Work Letter
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The provisions of the Lease identified above in the margin are those provisions
where references to particular Basic Lease Information appear. Each such
reference shall incorporate the applicable Basic Lease Information. In the event
of any conflict between any Basic Lease Information and the Lease, the latter
shall control.

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                             4040 CIVIC CENTER DRIVE
                             San Rafael, California

                                  OFFICE LEASE


THIS LEASE is made and entered into as of the Effective Date by and between 4040
 Civic Center, LLC., a California Limited Liability Company, ("Landlord"), and
 LION, Inc. a Washington corporation, ("Tenant"). The information set forth in
  the Basic Lease Information is hereby incorporated by reference. WITNESSETH

1. Premises.

Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord for the
term of this Lease and at the rental and upon the conditions set forth below,
the Premises described in the Basic Lease Information and identified on the
drawing attached hereto as Exhibit A. The Premises are located within the
building commonly known as 4040 Civic Center Drive, San Rafael, California (the
"Building"). The Premises, the Building and the legal parcel on which the
Building is located, together with parking structures and other appurtenances,
are collectively, the "Property."

2. Term.

The term of this Lease shall commence and, unless sooner terminated as
hereinafter provided, shall end on the dates respectively specified in the Basic
Lease Information. If Landlord shall permit Tenant to occupy the Premises prior
to the Term Commencement Date, such occupancy shall be subject to all the terms
of this Lease. If Landlord, for any reason whatsoever, cannot deliver possession
of the Premises to Tenant on the Term Commencement Date, this Lease shall not be
void or voidable, nor shall Landlord be liable to Tenant for any loss or damage
resulting therefrom, but in that event, subject to any contrary provisions in
any agreement with Landlord covering initial improvement of the Premises, Base
Rent shall be waived for the period between Term Commencement Date (as stated in
the Basic Lease Information) and the date when Landlord delivers possession of
the Premises substantially complete. The Term Expiration Date shall be extended
by the number of days of delay in delivery of possession and any additional
period required so that it will expire on the last day of a calendar month, and
the dates commencement and expiration shall be confirmed in a Verification
Memorandum in the form of Exhibit C executed by Landlord and Tenant promptly
following delivery of possession.

3. Rent.

     (a) Tenant shall pay to Landlord as rental the Base Rent. Concurrently with
the full execution of this Lease by both parties, Tenant shall pay Landlord the
Base Rent due for the first full calendar month of the first year of the Term;
provided, however, such amount shall be held by Landlord as a security deposit
until it is applied by Landlord to the first month's payment of Base Rent.
Thereafter, Base Rent shall be paid in advance on or before the first day of the
each month during the Term. If the Term Commencement Date is on other than the
first day of a calendar month , or if the Expiration Date should occur on a day
other than the last day of a calendar month, then the Base Rent for such
fractional month shall be prorated upon a daily basis based upon a thirty (30)
day month.

     (b) [Intentionally Deleted]


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     (c) Tenant shall pay, as additional rent, all amounts of money required to
be paid to Landlord by Tenant under this Lease in addition to Base Rent, whether
or not the same be designated "additional rent."

     (d) Tenant hereby acknowledges that late payment by Tenant to Landlord of
rent and other amounts due hereunder will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing
and accounting charges, and late charges which may be imposed on Landlord by the
terms of any loan secured by the Building. Accordingly, if any installment of
rent or any other sums due from Tenant shall not be received by Landlord within
ten (10) days following the due date, Tenant shall pay to Landlord a late charge
equal to five percent (5%) of such overdue amount. The parties hereby agree that
such late charge represents a fair and reasonable estimate of the costs Landlord
will incur by reason of late payment by Tenant. Acceptance of such late charge
by Landlord shall in no event constitute a waiver of Tenant's default with
respect to such overdue amount, nor prevent Landlord from exercising any of the
other rights and remedies granted hereunder.

     (e) Any amount due to Landlord, if not paid when due, shall bear interest
from the date due until paid at the rate of ten percent (10%) per annum provided
that interest shall not be payable on late charges incurred by Tenant nor on any
amounts upon which late charges are paid by Tenant to the extent such interest
would cause the total interest to be in excess of that legally permitted.
Payment of interest shall not excuse or cure any default hereunder by Tenant.

     (f) All payments due from Tenant to Landlord hereunder shall be made to
Landlord without deduction or offset in lawful money of the United States of
America at the address for payment set forth in the Basic Lease Information, or
to such other person or at such other place as Landlord may from time to time
designate by written notice to Tenant.

4. Taxes and Operating Expenses.

     (a) Tenant shall pay its Percentage Share, as specified in the Basic Lease
Information, of the increase of all Property Taxes assessed in respect of the
Property during the term over the Property Taxes for the Base Year, and its
Percentage Share of the increase of all Operating Expenses paid or incurred by
Landlord over the Operating Expenses incurred during the Base Year. Tenant's
Percentage Share is calculated by dividing the rentable area of the Premises, as
set forth in the Basic Lease Information, by the rentable area of the Building.
If during any calendar year during the term, the Building is not fully occupied
on the average, Operating Expenses and Property Taxes shall be adjusted to equal
Landlord's reasonable estimate of Operating Expenses and Property Taxes had the
total rentable area of the Building been ninety five percent (95%) occupied
during such calendar year. Notwithstanding anything to the contrary herein,
Tenant shall only be liable to pay its Percentage Share of the increase of all
Property Taxes assessed in respect of the Property over the Property Taxes for
the Base Year due to a change in ownership of the property once during the Term.

     (b) For the purposes hereof, "Property Taxes" shall mean all real property
taxes, assessments or governmentally imposed fees or charges (and any tax or
assessment levied wholly or partly in lieu thereof) levied, assessed, confirmed,
imposed, or which become a lien against the Property or payable during the term.
Property Taxes shall also include the cost of protesting real property taxes and
assessments, provided such cost does not exceed the savings realized as a result
of such protest. Base Property Taxes shall be those assessed during the Base
Year set forth in the Basic Lease Information.


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     (c) For the purposes hereof, "Operating Expenses" shall mean all expenses
and costs of every kind and nature which Landlord shall pay or become obligated
to pay because of or in connection with the ownership and operation of the
Property, including, without limitation: (i) all license, permit, and inspection
fees; (ii) premiums for any insurance maintained by Landlord with respect to the
Property; (iii) wages, salaries and related expenses and benefits of all on-site
and off-site employees (below management level) engaged in operation,
maintenance and security of the Property (allocated on the basis of their time
at the building); (iv) all supplies, materials, and equipment rental; (v) all
maintenance, repair, replacement, janitorial, security, and service costs; (vi)
management fees or a management cost recovery equal to a market rate management
fee for comparable projects in the vicinity of the Property; (vii) Building
management office rent or rental equivalent; (viii) amortization of the cost of
capital improvements over their useful life (together with interest thereon at
the rate paid by Landlord or which would have been paid if Landlord had borrowed
such funds) which actually reduce other Operating Expenses or as required by
law; and (ix) to the extent not separately metered to Tenant and other Building
tenants, all charges for heat, water, gas, electricity and other utilities used
or consumed in the Building and surrounding areas. Landlord shall not collect in
excess of one hundred percent (100%) of all of Landlord's Operating Expenses and
Landlord shall not recover, through Operating Expenses, any item of cost more
than once. Operating Expenses shall not include the cost of repairs or
restoration occasioned by a casualty to the extent covered by insurance proceeds
made available to Landlord, taxes on Landlord's income from all sources,
expenses incurred in leasing to or procuring of tenants, leasing commissions,
legal fees related to other tenants' leases, advertising expenses, expenses for
the renovating of space for new tenants, debt service payments by Landlord
except as allowed above, nor any depreciation allowance or expense.

     (d) (i) Tenant shall pay to Landlord each month at the same time and in the
same manner as monthly rent, 1/12th of Landlord's estimate of Tenant's share of
the increase in Property Taxes and Operating Expenses for the then current
calendar year payable by Tenant. Within 90 days after the close of each calendar
year, or as soon after such 90-day period as practicable, Landlord shall deliver
to Tenant a statement of actual Property Taxes and Operating Expenses for such
calendar year. Landlord may determine some items of Property Taxes and Operating
Expenses on a cash basis and other items on an accrual basis, so long as such
determination is consistently applied to the same item during all accounting
periods. If on the basis of such statement Tenant owes an amount that is less
than the estimated payments for such calendar year previously made by Tenant,
Landlord shall credit such excess against Operating Expenses and Property Taxes
next payable by Tenant, or, following the last year of the Term, Landlord shall
refund the overpayment to Tenant within 15 days after the delivery of the
statement. If on the basis of such statement Tenant owes an amount that is more
than the estimated payments for such calendar year previously made by Tenant,
Tenant shall pay the deficiency to Landlord within 15 days after delivery of the
statement.

     (ii) Tenant shall have the right, during normal business hours within one
hundred twenty (120) days following Landlord's delivery of Landlord's statement
regarding actual Property Taxes and Operating Expenses, to audit, review and
contest Landlord's determination. Unless within such 120-day period, Tenant
gives notice to Landlord of its contest of Landlord's determination, Landlord's
statement shall be deemed final and accepted by Tenant. Pending resolution of
any dispute with Landlord, Tenant shall pay the amount set forth in Landlord's
statement provided however, that once said dispute has been resolved, any
credits due Tenant will be applied toward Tenant's next payment(s) due. In the
event that Landlord's calculations deviate from the actual Operating Expenses by
more than five (5%), then Landlord will pay for the reasonable third party cost
of Tenant's audit.

     (iii) The obligations of Landlord and Tenant under this subparagraph with
respect to the reconciliation between estimated payments and actual Property
Taxes and Operating Expenses for the last year of the term shall survive the
termination of this Lease.

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5. Other Taxes.

Tenant shall pay or reimburse Landlord for any taxes upon, measured by or
reasonably attributable to the cost or value of Tenant's equipment, furniture,
fixtures and other personal property located in the Premises or leasehold
improvements made in or to the Premises at Tenant's expense; for any taxes,
assessments, fees or charges imposed by any public authority or private
community maintenance association upon or by reason of the development,
possession, use or occupancy of the Premises or the parking facilities used by
Tenant in connection with the Premises; and for any gross receipts tax imposed
with respect to the rental payable hereunder.

6. Use.

     (a) The Premises shall be used and occupied by Tenant for general office
use only and in accordance with the Rules and Regulations attached to this Lease
as Exhibit B and for no other purpose. Tenant shall, at Tenant's expense, comply
promptly with all applicable statutes, ordinances, rules, regulations, orders
and requirements in effect during the term regulating the use by Tenant of the
Premises; provided however, that Tenant shall not be responsible for compliance
with any building code or regulation, including without limitation the Americans
With Disabilities Act except to the extent that compliance therewith is
triggered by the acts or omissions of Tenant after the Commencement Date. Tenant
shall not use or permit the use of the Premises in any manner that will tend to
create waste or a nuisance, or which unreasonably disturbs other tenants of the
Building, nor shall Tenant, its employees, agents or invitees damage the
Premises, the Building or related improvements beyond normal wear and tear, nor
place or maintain any signs on or visible from the exterior of the Premises
without Landlord's written consent, or use any corridors, sidewalks or other
areas outside of the Premises for storage or any purpose other than access to
the Premises. Tenant shall not conduct any auction at the Premises.
Notwithstanding any other provision of this Lease, Tenant shall not use, keep or
permit to be used or kept on the Premises any foul or noxious gas or substance,
nor shall Tenant do or permit to be done anything in and about the Premises,
either in connection with activities hereunder expressly permitted or otherwise,
which would cause an increase in premiums payable under, or a cancellation of,
any policy of insurance maintained by Landlord in connection with the Premises
or the Building or which would violate the terms of any covenants, conditions or
restrictions affecting the Building or the land on which it is located.

     (b) Tenant shall faithfully observe and comply with the rules and
regulations attached to this Lease as Exhibit B, and, after notice thereof, all
reasonable modifications thereof and additions thereto from time to time
promulgated in writing by Landlord. Landlord shall not be responsible to Tenant
for the nonperformance by any other tenant or occupant of the Building of any of
said rules and regulations, but Landlord shall use good faith efforts to enforce
the rules and regulations consistently.

     (c) Tenant shall strictly comply with all statutes, laws, ordinances,
rules, regulations, and precautions now or hereafter mandated or advised by any
federal, state, local or other governmental agency with respect to the use,
generation, storage, or disposal of hazardous, toxic, or radioactive materials
(collectively, "Hazardous Materials"). As herein used, Hazardous Materials shall
include, but not be limited to, those materials identified in Sections 66680
through 66685 of Title 22 of the California Code of Regulations, Division 4,
Chapter 30, as amended from time to time, and those substances defined as
"hazardous substances," "hazardous materials," "hazardous wastes," "chemicals
known to cause cancer or reproductive toxicity," "radioactive materials," or
other similar designations in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et
seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et
seq., the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et
seq., 33 U.S.C. Section 1251 et seq., 42 U.S.C. Section 300(f) et seq., 42
U.S.C. 7401 et seq., California Health and Safety Code Section 25249.5 et seq.,
California Water Code Section 13000 et seq., California Health and Safety Code
Section 39000 et seq.

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and any other governmental statutes, ordinances, rules, regulations, and
precautions adopted pursuant to the preceding laws or other similar laws,
regulations and guidelines now or hereafter in effect. Tenant shall not cause,
or allow anyone else under Tenant's control to cause, any Hazardous Materials to
be used, generated, stored, or disposed of on or about the Premises or the
Building other than reasonable quantities of office and cleaning supplies in
their retail containers. Tenant shall defend (with counsel reasonably and timely
approved by Landlord), indemnify and hold Landlord, its members, managers,
employees and agents, any entity having a security interest in the Premises or
the Building, and its and their employees and agents (collectively,
"Indemnitees") harmless from and against, and shall reimburse the Indemnitees
for, all liabilities, claims, costs, damages, and depreciation of property
value, including all foreseeable and unforeseeable consequential damages,
directly or indirectly arising out of the use, generation, storage, or disposal
of Hazardous Materials by Tenant or any person under Tenant's control,
including, without limitation, the cost of any required or necessary
investigation, monitoring, repair, cleanup, or detoxification and the
preparation of any closure or other required plans, whether such action is
required or necessary prior to or following the termination of this Lease, as
well as penalties, fines and claims for contribution to the full extent that
such action is attributable, directly or indirectly, to the use, generation,
storage, or disposal of Hazardous Materials by Tenant or any person under
Tenant's control. Neither the consent by Landlord to the use, generation,
storage, or disposal of Hazardous Materials nor the strict compliance by Tenant
with all statutes, laws, ordinances, rules, regulations, and precautions
pertaining to Hazardous Materials shall excuse Tenant from Tenant's obligation
of indemnification set forth above. Tenant's obligations under this Paragraph 6
shall survive the expiration or termination of this Lease.

7. Services and Utilities.

     (a) Landlord shall furnish the Premises with: (1) electricity for lighting
and the operation of normal desk-top office machines, heat and air conditioning
to the extent reasonably required for the comfortable occupancy by Tenant in its
use of the Premises during the period from 7:00 a.m. to 6:00 p.m. on weekdays
(except holidays) and 9:00 a.m. to 1:00 p.m. on Saturdays ("Normal Office
Hours"), or such shorter period as may be prescribed by any applicable policies
or regulations adopted by any utility or governmental agency, (2) elevator
service, (3) water to serve plumbing and fixtures installed in the Premises, (4)
normal scavenger service at such location in the Building as shall be designated
by Landlord, (5) janitorial services five days per week, and (6) window washing
of exterior windows of the Premises. Landlord shall not be required to furnish
the Premises with heat and air conditioning during the periods from (i) 1:00
a.m. to 5:00 a.m. daily and (ii) such other hours as Landlord may designate in
its reasonable judgment during the term of this Lease, but in no event less than
Normal Office Hours (the "Non-Service Hours"). Subject to the immediately
preceding sentence, Landlord shall provide heat and air conditioning during
periods other than Normal Office Hours, provided Tenant shall pay Landlord as
additional rent the cost of providing such utilities to the Premises during such
periods requested by Tenant. The cost of additional HVAC services shall be
limited to Landlord's actual costs. Tenant shall be responsible for providing
and paying for all utilities and services to the Premises other than those
herein agreed to be provided by Landlord, which payment shall be made within
thirty (30) days of receipt of any invoice from Landlord.

     (b) Tenant shall not install or use heat-generating machines, lighting
other than building standard or other equipment which may affect the temperature
otherwise maintained by the heating, air conditioning and ventilation system,
office machines using more than 227 volts, or equipment causing the connected
electrical load in the Premises to exceed 4.5 watts per square foot, without the
prior consent of Landlord. Whenever heat generating equipment or lighting other
than building standard lights are used in the Premises by Tenant which affect
the temperature otherwise maintained by the air conditioning system, whether or
not consented to by Landlord, Landlord shall have the right, after notice to
Tenant, to install supplementary air conditioning facilities in the Premises or
otherwise modify the ventilating and air conditioning system serving the
Premises, and the cost of such facilities and modifications shall be borne



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by Tenant and Tenant shall also pay as additional rent the cost of providing all
heating, ventilation and air conditioning energy to the Premises required by
such heat generating equipment or lighting. If Tenant installs lighting
requiring power in excess of that required for normal office use in the Building
or if Tenant installs equipment requiring power in excess of that required for
normal desk-top office equipment or normal copying equipment, Tenant shall pay
for the cost of such excess power as additional rent, together with the cost of
installing any additional facilities that may be necessary to furnish such
excess power to the Premises. If Tenant uses utilities in excess of that
required for normal office use as described above or during periods other than
Normal Office Hours, Landlord may, at Landlord's option, separately meter all or
a portion of the Premises at Tenant's expense to measure such excess usage.

     (c) Landlord shall not be liable for damages, consequential or otherwise,
nor shall there be any rent abatement, arising out of any curtailment or
interruption in utility services. Notwithstanding the foregoing, if utility
services provided by Landlord are interrupted for a period of more than three
(3) consecutive business days due to Landlord's negligence or willful
misconduct, then rent shall be abated during the period of utility interruption
equitably to the extent that Tenant is unable to use the Premises. For the
purposes of the foregoing, Landlord shall not be deemed negligent for failure to
police the activities of other tenants or their invitees. In the event that said
interruption in utility service continues for a period in excess of thirty (30)
consecutive days, Tenant shall have the right to terminate this Lease upon
written notice to Landlord given no later than ten (10) days after the
expiration of said ten (10) day period.

8. Maintenance, Repairs and Alterations.

     (a) Subject to the provisions of Paragraph 10 below, and except for damages
caused by Tenant, its agents or invitees, Landlord shall keep in good condition
and repair the foundations and exterior walls and roof of the Building, all
common areas within the Building, and the mechanical, plumbing, and electrical
equipment serving the Building. Tenant expressly waives the benefits of any
statute now or hereafter in effect which would otherwise afford Tenant the right
to make repairs at Landlord's expense or to terminate this Lease because of
Landlord's failure to keep the Premises or the Building in good order, condition
and repair.

     (b) Tenant shall, at Tenant's expense, maintain the interior portion of the
Premises including, but not limited to, all computer and telecommunications
wiring and outlets, and any interior glass in good condition and repair. If
Tenant fails to do so, Landlord may, but shall not be required to, enter the
Premises and put them in good condition, and Landlord's reasonable costs thereof
shall automatically become due and payable as additional rent. At the expiration
of the term Tenant shall deliver up possession of the Premises in good condition
and repair, only ordinary wear and tear excepted.

     (c) Tenant shall not, without Landlord's prior consent, make any
alterations, improvements, or additions in or about the Premises, provided that
Tenant may, without the consent of Landlord, make non-structural alterations
totaling not more than Fifteen Thousand Dollars ($15,000) during any calendar
year. Landlord may require that Tenant remove any alterations, improvements, or
additions at the expiration of the term, and to restore the Premises to their
prior condition. Before commencing any work relating to alterations, additions
or improvements affecting the Premises, Tenant shall notify Landlord of the
expected date of commencement thereof and of the anticipated cost thereof, and
shall furnish complete drawings and specifications describing such work as well
as such information as shall reasonably be requested by Landlord substantiating
Tenant's ability to pay for such work. Landlord shall then have the right at any
time and from time to time to post and maintain on the Premises such notices as
Landlord reasonably deems necessary to protect the Premises, the Building and
Landlord from mechanics'



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liens or any other liens. In any event, Tenant shall pay when due all claims for
labor or materials furnished to or for Tenant at or for use in the Premises.
Tenant shall not permit any mechanics' liens to be levied against the Premises
for any labor or materials furnished to Tenant or claimed to have been furnished
to Tenant or to Tenant's agents or contractors in connection with work performed
or claimed to have been performed on the Premises by or at the direction of
Tenant. All alterations, improvements or additions in or about the Premises
performed by or on behalf of Tenant shall be done by contractors in a
first-class, workmanlike manner which does not disturb or interfere with other
tenants and in compliance with all applicable laws, ordinances, regulations and
orders of any governmental authority having jurisdiction thereover, as well as
the requirements of insurers of the Premises and the Building. Prior to
commencing any such work, if required by Landlord, Tenant shall purchase
builder's risk insurance in an amount no less than the value of the completed
work of alteration, addition or improvement on an all-risk basis, covering all
perils then customarily covered by such insurance. In addition, prior to the
commencement of any such work, if Landlord so requests, Tenant shall furnish to
Landlord performance and payments bonds in a form and issued by a surety
reasonably acceptable to Landlord in an amount equal to the cost of such work of
alteration, improvement or addition. Notwithstanding anything in this Paragraph
8 to the contrary, upon Landlord's request, Tenant shall remove any contractor,
subcontractor or material supplier from the Premises and the Building if the
work or presence of such person or entity results in labor disputes in or about
the Building or damage to the Premises or the Building. Upon completion of work
performed for Tenant, at Landlord's request Tenant shall deliver to Landlord
evidence of full payment therefor and full and unconditional waivers and
releases of liens for all labor, services and/or materials used. Unless Landlord
requires their removal, as set forth above, all alterations, improvements or
additions which may be made on the Premises shall become the property of
Landlord and remain upon and be surrendered with the Premises at the termination
or expiration of the term; provided, however, that Tenant's machinery, equipment
and trade fixtures, other than any which may be affixed to the Premises so that
they cannot be removed without material damage to the Premises, shall remain the
property of Tenant and shall be removed by Tenant.

9. Insurance and Indemnity.

     (a) Tenant shall obtain and maintain during the term of this Lease (1)
commercial general liability insurance with a combined single limit for personal
injury and property damage in an amount not less than $2,000,000 per occurrence
and annual aggregate, (2) employer's liability with a limit of not less than
$500,000 and (3) workers' compensation insurance as required by law. Tenant's
commercial general liability insurance policy shall be endorsed to provide that
(1) it may not be canceled or altered in such a manner as adversely to affect
the coverage afforded thereby without 30 days' prior written notice to Landlord,
(2) Landlord and Landlord's property manager is named as additional insured, (3)
the insurer acknowledges acceptance of the mutual waiver of claims by Landlord
and Tenant pursuant to subparagraph (b) below, or Tenant shall deliver evidence
that such mutual waiver of claims does not impair Tenant's coverage, and (4)
such insurance is primary with respect to Landlord and that any other insurance
maintained by Landlord is excess and noncontributing with such insurance. If, in
the reasonable opinion of Landlord's insurance advisor, the specified amounts of
coverage are no longer commercially adequate, within thirty (30) days following
Landlord's written request, such coverage shall be appropriately increased as
reasonably required by Landlord; provided, however, in no event shall such
amounts of coverage exceed that required of comparable tenants by landlords of
comparable buildings in Marin County, California. Tenant shall also obtain and
maintain insurance "Personal Property Insurance" covering leasehold improvements
paid for by Tenant from time to time in, on, or at the Premises, in an amount
not less than one hundred percent (100%) of the full replacement cost, without
deduction for depreciation, providing protection against events protected under
"Fire and Extended Coverage" as well as against sprinkler damage, vandalism, and
malicious mischief. Any proceeds from the Personal Property Insurance shall be
used for the repair or replacement of the property damaged or destroyed, unless
this Lease is terminated under an applicable provision herein. Tenant shall
obtain and maintain business interruption insurance in an amount adequate to
provide for payment of Base Rent and other amounts due Landlord under this Lease
during a one year interruption of Tenant's business by fire or

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other casualty. Prior to the Term Commencement Date, Tenant shall deliver to
Landlord certificates of insurance evidencing that the required insurance is in
effect, and upon Landlord's request, a copy of applicable policy provisions and
a copy of required endorsements, and at least 30 days prior to the expiration of
such policy or any renewal thereof, Tenant shall deliver to Landlord
certificates or replacement or renewal binders, and upon Landlord's request,
copies of applicable policy provisions and requisite endorsements. If Tenant
fails to obtain such insurance or to furnish Landlord any such duplicate
policies or certificates as herein required, Landlord may, at its election,
notice to Tenant and without any obligation so to do, procure and maintain such
coverage and Tenant shall reimburse Landlord on demand as additional rent for
any premium so paid by Landlord. Tenant shall have the right to provide all
insurance coverage required herein to be provided by Tenant pursuant to blanket
policies so long as such coverage is expressly afforded by such policies.

     (b) Landlord hereby waives all claims against Tenant, and Tenant's members,
managers, and its and their officers, directors, partners, employees, agents and
representatives for loss or damage to the extent that such loss or damage is
insured against under any valid and collectable insurance policy insuring
Landlord or would have been insured against but for any deductible amount under
any such policy, and Tenant waives all claims against Landlord including
Landlord's members, managers, and its and their officers, directors, partners,
employees, agents and representatives (collectively, "Landlord's Parties") for
loss or damage to the extent such loss or damage is insured against under any
valid and collectable insurance policy insuring Tenant or required to be
maintained by Tenant under this Lease, or would have been insured against but
for any deductible amount under any such policy.

     (c) As insurance is available to protect it, and as long as such waiver
does not violate public policy, Tenant hereby waives all claims against Landlord
and Landlord's Parties for damage to any property or injury to or death of any
person in, upon or about the Premises, the Building or the Property arising at
any time and from any cause, and Tenant shall hold Landlord and Landlord's
Parties harmless from and indemnify and defend Landlord and Landlord's Parties
against (i) all claims for damage to any property or injury to or death of any
person arising in or from the use of the Premises by Tenant, its employees,
agents, contractors, subcontractors, invitees, and subtenants ("Tenant's
Parties"), except as to Landlord or any of Landlord's Parties such as is caused
by the sole negligence or willful misconduct of Landlord or that of Landlord's
Parties otherwise entitled to indemnification, or (ii) arising from the
negligence or willful misconduct of Tenant or Tenant's Parties in, upon or about
those portions of the Building other than the Premises. The foregoing indemnity
obligation of Tenant shall include attorneys' fees, investigation costs and all
other costs and expenses incurred by Landlord or any of Landlord's Parties from
the first notice that any claim or demand is to be made or may be made.

     (d) The provisions of this Paragraph 9 shall survive the expiration or
termination of this Lease with respect to any damage, injury or death occurring
prior to such time.

10. Damage or Destruction.

     (a) If during the term the Premises are totally or partially destroyed, or
any other portion of the Building is damaged in such a way that Tenant's use of
the Premises is materially interfered with, from a risk which is wholly covered
by insurance proceeds made available to Landlord for such purpose, Landlord
shall proceed with reasonable diligence to repair the damage or destruction and
this Lease shall not be terminated; provided, however, that if in the opinion of
Landlord's architect or contractor the work of repair cannot be completed in one
hundred fifty (150) days following such damage or destruction, Landlord may at
its election terminate this Lease by notice given to Tenant within thirty (30)
days following the event or such longer period as may reasonably be necessary to
obtain information from its architect or contractor but in no event longer than
one hundred fifty (150) days following the event.

                                       8
<PAGE>

     (b) If during the term the Premises are totally or partially destroyed, or
any other portion of the Building is damaged in such a way that Tenant's use of
the Premises is materially interfered with, from a risk which is not wholly
covered by insurance proceeds made available to Landlord for repair or
reconstruction, Landlord may at its election by notice to Tenant given within
thirty (30) days following the event or such longer period as may reasonably be
necessary for Landlord to obtain information from its architect or contractor
but in no event longer than ninety (90) days following the event, either restore
the Premises or terminate this Lease.

     (c) In case of destruction or damage which materially interferes with
Tenant's use of the Premises, if this Lease is not terminated as above provided,
rent shall be abated during the period required for the work of repair based
upon the degree of interference with Tenant's use of the Premises. Except for
abatement of rent, Tenant shall have no claim against Landlord for any loss
suffered by Tenant due to damage or destruction of the Premises or any work of
repair undertaken as herein provided. Tenant expressly waives the provisions of
Section 1932 and Section 1933(4) of the California Civil Code which are
superseded by this Paragraph 10.

11. Eminent Domain.

If all or any part of the Premises shall be taken as a result of the exercise of
the of eminent domain or sold by Landlord under threat thereof, this Lease shall
terminate as to the part so taken as of the date of taking or sale and, in the
case of a partial taking, either Landlord or Tenant shall have the right to
terminate this Lease as to the balance of the Premises by notice to the other
within 30 days after such date if the portion of the Premises taken shall be of
such extent and nature as substantially to handicap, impede or impair Tenant's
use of the balance of the Premises for Tenant's purposes. In the event of any
taking or such sale, Landlord shall be entitled to any and all compensation,
damages, income, rent, awards, or any interest therein whatsoever which may be
paid or made in connection therewith, and Tenant shall have no claim against
Landlord for the value of any unexpired term of this Lease or otherwise. In the
event of a partial taking of the Premises which does not result in a termination
of this Lease, the monthly rental thereafter to be paid shall be equitably
reduced on a square footage basis. Notwithstanding the foregoing, Tenant shall
be entitled to recover from the condemnor such compensation as may be separately
awarded by the condemnor to Tenant or recoverable from the condemnor by Tenant
in its own right for the taking of trade fixtures or equipment owned by Tenant
(meaning personal property, which may be removed without injury to the Premises)
and for the expense of removing and relocating such personal property.

12. Assignment and Subletting.

     (a) Tenant shall not assign this Lease or any interest herein or sublet the
Premises or any part thereof without the prior consent of Landlord, which
consent shall not be unreasonably withheld or delayed (except in the event of an
assignment as described in Paragraph 12.(c)(1) below, which shall not require
Landlord's prior written consent, but for which Tenant shall provide prior
written notice to Landlord with a full description of the nature of the
transaction to occur). Tenant shall not hypothecate this Lease or any interest
herein. This Lease shall not, nor shall any interest herein, be assignable as to
the interest of Tenant by operation of law without the consent of Landlord. Any
of the foregoing acts without such consent shall be void and shall, at the
option of Landlord, terminate this Lease. In connection with each consent
requested by Tenant, Tenant shall submit to Landlord the terms of the proposed
transaction, the identity of the parties to the transaction, the proposed
documentation for the transaction, current financial statements of any proposed
assignee or sublessee and all other information reasonably requested by Landlord
concerning the proposed transaction and the parties involved therein. As a
further condition to any consent granted by Landlord, the proposed assignee or
sublessee shall agree in writing to perform for the benefit of Landlord all of
the Tenant's obligations under this Lease or so much thereof as are allocable to
any portion of the Premises proposed to be sublet. Notwithstanding

                                       9
<PAGE>

anything in this Lease to the contrary, provided that Tenant is not then in
default under the Lease (beyond any applicable notice and cure period), Tenant
shall be permitted to assign this Lease or sublet all or a portion of the
Premises to any entity that is controlled by Tenant (each a "Tenant Affiliate")
without requiring the consent of Landlord, provided Tenant shall give written
notice of such transfer to Landlord at least five (5) business days prior to its
effective date and shall comply with the other terms of this Paragraph 12. As
used herein, the term "control" shall mean the ownership of more fifty percent
(50%) of the voting securities in the Tenant Affiliate and the ability to
control the management decisions of the Tenant Affiliate through the election or
appointment of directors, managing partners or manager members prior to (and not
as a consequence of) the transaction with the Tenant Affiliate.

     (b) Without limiting the other instances in which it may be reasonable for
Landlord to withhold its consent to an assignment or subletting, Landlord and
Tenant acknowledge that it shall be reasonable for Landlord to withhold its
consent in the following instances:

          (1) in Landlord's reasonable judgment, the use of the Premises would
entail any structural alterations which would lessen the value of the leasehold
improvements in the Premises, or would require increased services by Landlord;

          (2) in Landlord's reasonable judgment, the financial worth of the
proposed assignee or sublessee does not meet the credit standards applied by
Landlord for other tenants under leases with comparable terms, or the character,
reputation or business of the proposed assignee or sublessee is not consistent
with the quality of the other tenancies in the Building;

          (3) in Landlord's reasonable judgment, the proposed assignee or
sublessee does not have a good reputation as a tenant of property;

          (4) Landlord has received from any prior lessor to the proposed
assignee or subtenant a negative report concerning such prior lessor's
experience with the proposed assignee or subtenant;

          (5) Landlord has experienced previous defaults by or is in litigation
with the proposed assignee or subtenant;

          (6) the use of the Premises by the proposed assignee or subtenant will
violate any applicable law, ordinance or regulation;

          (7) the proposed assignee or subtenant is a person with whom Landlord
is negotiating to lease space in the Building or is currently a tenant in the
Building;

          (8) Tenant is in default of any obligation of Tenant under this Lease;
or

          (9) in the case of a subletting of less than the entire Premises, if
the subletting would result in the division of the Premises into more than two
subparcels or would require access to be provided through space leased or held
for lease to another tenant or improvements to be made outside of the Premises.

     (c) As used in this Paragraph 12, the term "assign" or "assignment" shall
include, without limitation, any sale, transfer or other disposition of all or
any portion of Tenant's estate under this Lease, whether voluntary or
involuntary, and whether by operation of law or otherwise including any of the
following:


                                       10
<PAGE>

          (1) If Tenant is a corporation: (i) any merger, consolidation or other
reorganization of Tenant, or (ii) a sale of more than 50% of the value of the
assets of Tenant, or (iii) if Tenant is a corporation with fewer than 500
shareholders, sale or other transfer of a controlling percentage of the capital
stock of Tenant. The phrase "controlling percentage" means the ownership of, and
the right to vote, stock possessing at least 50% of the total combined voting
power of all classes of Tenant's stock issued, outstanding and permitted to vote
for the election of directors;

          (2) If Tenant is a trust, the transfer of more than 50% of the
beneficial interest of Tenant, or the dissolution of the trust;

          (3) If Tenant is a partnership or joint venture, the withdrawal, or
the transfer of the interest of any general partner or joint venturer or the
dissolution of the partnership or joint venture; or

          (4) If Tenant is composed of tenants-in-common, the transfer of
interest of any cotenants, or the partition or dissolution of the co-tenancy.

     (d) No sublessee shall have a right further to sublet, and any assignment
by a sublessee of its sublease shall be subject to Landlord's prior consent in
the same manner as if Tenant were entering into a new sublease.

     (e) In the case of an assignment or sublease, seventy-five percent (75%) of
all sums or other economic consideration ("Transfer Premium") received by Tenant
in excess of Tenant's rental obligations hereunder as a result of such
assignment or sublease shall be paid to Landlord after first deducting the
reasonable costs of such transfer. The reasonable costs of the assignment or
sublease includes all the actual costs incurred by Tenant in effectuating the
assignment or sublease, including without limitation, the cost of constructing
any tenant improvements as required by the assignment or sublease to the extent
attributable to the space to be assigned or subleased, leasing commissions and
reasonable legal fees. In the event such consideration is received by Tenant in
installments, the portion of each installment to be paid to Landlord shall be
determined by subtracting from the installment an amount equal to the total
amount of the foregoing permitted deductions divided by the total number of
installments.

     (f) Except as provided in provision 12(i) below, regardless of Landlord's
consent, no subletting or assignment shall release Tenant of Tenant's
obligations or alter the primary liability of Tenant to pay the rental and to
perform all other obligations to be performed by Tenant hereunder. The
acceptance of rental by Landlord from any other person shall not be deemed to be
a waiver by Landlord of any provision hereof. Consent to one assignment or
subletting shall not be deemed consent to any subsequent assignment or
subletting. In the event of default by any assignee of Tenant or any successor
of Tenant in the performance of any of the terms hereof, Landlord may proceed
directly against Tenant without the necessity of exhausting remedies against
such assignee or successor. Landlord may consent to subsequent assignments or
subletting of this Lease or amendments or modifications to this Lease with
assignees of Tenant, without notifying Tenant, or any successor of Tenant, and
without obtaining its or their consent thereto and such action shall not relieve
Tenant of liability under this Lease.

     (g) If Tenant shall assign or sublet the Premises or request the consent of
Landlord to any assignment or subletting or if Tenant shall request the consent
of Landlord for any act that Tenant proposes to do, then Tenant shall pay
Landlord's reasonable attorneys' fees incurred in connection therewith. In no
event shall Tenant's obligations under this paragraph exceed Two Thousand
Dollars ($2,000.00) for each request for a transfer requiring Landlord's consent
under this Paragraph 12.


                                       11
<PAGE>

     (h) The voluntary or other surrender of this Lease by Tenant, the mutual
cancellation thereof or the termination of this Lease by Landlord as a result of
Tenant's default shall, at the option of Landlord, terminate all or any existing
subtenancies or may, at the option of Landlord, operate as an assignment to
Landlord of any or all of such subtenancies.

     (i) In the event that Tenant proposes a third party to assume all of
Tenant's lease obligations whose creditworthiness equals or exceeds Tenant's
creditworthiness on the Effective Date (a "Qualified Transferee") and Landlord
otherwise approves such party pursuant to Paragraph 12(a) of this Lease, and, if
(a) Tenant and such third party shall thereafter enter into an assignment and
assumption agreement with respect to this Lease in a form reasonably acceptable
to Landlord or (b) Landlord and such third party, in their sole and absolute
discretion, shall enter into a direct lease with respect to the Premises for the
remainder of the Lease term, then, notwithstanding any provision herein to the
contrary, Tenant will be released from all obligations accruing under the Lease
on or after the effective date of the lease assignment, or the direct lease, as
the case may be. If Landlord and the Qualified Transferee mutually decide to
enter into a new direct lease, in no event will Tenant be liable for any legal
expenses incurred in connection therewith. Notwithstanding any provision herein
to the contrary, in no event shall Landlord be required to consent to any lease
assignment or to enter into any direct lease with any proposed third party which
materially and adversely changes Landlord's rights or obligations from those
contained in this Lease. The right granted hereunder is personal to Tuttle Risk
Management and is not assignable.

13. Default by Tenant.

     (a) Any of the following events shall constitute events of default under
this Lease:

          (1) a default by Tenant in the payment of any rent or other sum
payable hereunder, provided that, with respect to any sum which is not a
regularly scheduled payment under the Lease, such default shall have continued
for five (5) days after delivery of written notice from Landlord of the late
payment;

          (2) a default by Tenant in the performance of any of the other terms,
covenants, agreements or conditions contained herein and, if the default is
curable, the continuation of such default for a period of thirty (30) days after
notice by Landlord or beyond the time reasonably necessary for cure if the
default is of the nature to require more than thirty (30) days to remedy,
provided that if Tenant has defaulted in the performance of the same obligation
more than one time in any twelve-month period and notice of such default has
been given by Landlord in such instance, no cure period shall thereafter be
applicable hereunder;

          (3) the bankruptcy or insolvency of Tenant, any transfer by Tenant in
fraud of creditors, assignment by Tenant for the benefit of creditors, or the
commencement of any proceedings of any kind by or against Tenant under any
provision of the Federal Bankruptcy Act or under any other insolvency,
bankruptcy or reorganization act unless, in the event any such proceedings are
involuntary, Tenant is discharged from the same within sixty (60) days
thereafter; the appointment of a receiver for a substantial part of the assets
of Tenant; or the levy upon this Lease or any estate of Tenant hereunder by any
attachment or execution; or

          (4) the abandonment of the Premises (as provided in Section 1951.3 of
the California Civil Code).

                                       12
<PAGE>

     (b) Upon the occurrence of any event of default by Tenant hereunder,
Landlord may, at its option and without any further notice or demand, in
addition to any other rights and remedies given hereunder or by law, do any of
the following:

          (1) Landlord shall have the right, so long as such default continues,
to give notice of termination to Tenant, and on the date specified in such
notice this Lease shall terminate.

          (2) In the event of any such termination of this Lease, Landlord may
then or at any time thereafter, re-enter the Premises and remove therefrom all
persons and property and again repossess and enjoy the Premises, without
prejudice to any other remedies that Landlord may have by reason of Tenant's
default or of such termination.

          (3) Landlord may exercise the rights and remedies of a landlord
provided by Section 1951.2 of the California Civil Code. The amount of damages
which Landlord may recover in event of such termination shall include, without
limitation, (i) the worth at the time of award (computed by discounting such
amount at the discount rate of the Federal Reserve Bank of San Francisco at the
time of award plus one percent) of the amount by which the unpaid rent for
balance of the term after the time of award exceeds the amount of rental loss
that Tenant proves could be reasonably avoided, (ii) all legal expenses and
other related costs incurred by Landlord following Tenant's default, (iii) all
costs incurred by Landlord in restoring the Premises to good order and
condition, reasonable wear and tear excepted, and (iv) all costs (including,
without limitation, any brokerage commissions) incurred by Landlord in reletting
the Premises.

          (4) For the purpose of determining the unpaid rent in the event of a
termination of this Lease, or the rent due hereunder in the event of a reletting
of the Premises, the monthly rent reserved in this Lease shall be deemed to be
the sum of the rental due under Paragraph 3 above and the amounts last payable
by Tenant pursuant to Paragraph 4 above and any "free rent" or rent waived or
abated by Landlord as an inducement for Tenant to enter into this Lease.

          (5) Landlord's acceptance of payment from Tenant of less than the
amount of rent then due shall not constitute a waiver of any rights of Landlord
or Tenant including, without limitation, any right of Landlord to recover
possession of the Premises.

          (6) After terminating this Lease, Landlord may remove any and all
personal property located in the Premises and place such property in a public or
private warehouse or elsewhere at the sole cost and expense of Tenant.

     (c) Even though Tenant has breached this Lease and abandoned the Premises,
this Lease shall continue in effect for so long as Landlord does not terminate
Tenant's right to possession, and Landlord may enforce all its rights and
remedies under this Lease, including the right to recover rental as it becomes
due under this Lease. Acts of maintenance or preservation, efforts to relet the
Premises, or the appointment of a receiver upon initiative of Landlord to
protect Landlord's interest under this Lease, shall not constitute a termination
of Tenant's right to possession.

     (d) Tenant hereby waives all rights under California Code of Civil
Procedure Section 1179 and California Civil Code Section 3275 providing for
relief from forfeiture, and any other right now or hereafter existing to redeem
the Premises or reinstate this Lease after termination pursuant to this
Paragraph 14 or by order or judgment of any court or by any legal process.


                                       13
<PAGE>

     (e) Landlord and Tenant hereby waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereby against the
other on any matters not relating to personal injury or property damage but
otherwise arising out of or in any way connected with this Lease, the
relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises,
and any emergency statutory or any other statutory remedy.

     (f) The remedies provided for in this Lease are in addition to any other
remedies available to Landlord at law or in equity, by statute or otherwise.

14. Landlord's Right to Cure Defaults.

If Tenant shall fail to pay any sum of money, other than rental, required to be
paid by it hereunder or shall fail to perform any other act on its part to be
performed hereunder and such failure shall continue for 30 days after written
notice thereof by Landlord, Landlord may, but shall not be obligated so to do,
and without waiving or releasing Tenant from any obligations of Tenant, make any
such payment or perform any such other act on Tenant's part to be made or
performed as in this Lease provided. All sums so paid by Landlord and all
necessary incidental costs shall be deemed additional rent hereunder and shall
be payable to Landlord on demand, and Landlord shall have (in addition to any
other right or remedy of Landlord) the same rights and remedies in the event of
the nonpayment thereof by Tenant as in the case of default by Tenant in the
payment of rental. 15. Default by Landlord.

Landlord shall not be in default under this Lease unless Landlord fails to
perform obligations required of Landlord hereunder within a reasonable time, but
in no event later than 30 days after notice by Tenant to Landlord specifying
wherein Landlord has failed to perform such obligation; provided, however, that
if the nature of Landlord's obligation is such that more than 30 days are
required for performance, then Landlord shall not be in default if Landlord
commences performance within such 30 day period and thereafter diligently
prosecutes the same to completion.

16. Security Deposit.

On execution of this Lease Tenant shall deposit with Landlord the sum specified
in the Basic Lease Information (the "Deposit"). The Deposit shall be held by
Landlord as security for the performance by Tenant of all of the provisions of
this Lease. Following an event of default by Tenant under this Lease, Landlord
may use, apply or retain all or any portion of the Deposit for the payment of
any rent or other charge in default, or the payment of any other sum to which
Landlord may become obligated by Tenant's default, or to compensate Landlord for
any loss or damage which Landlord may suffer thereby. If Landlord so uses or
applies all or any portion of the Deposit, then within 10 days after demand
therefor Tenant shall deposit cash with Landlord in an amount sufficient to
restore the Deposit to the full amount thereof, and Tenant's failure to do so
shall be a material breach of this Lease. Landlord shall not be required to keep
the Deposit separate from its general accounts. If Tenant performs all of
Tenant's obligations hereunder, the Deposit, or so much thereof as has not
theretofore been applied by Landlord, shall be returned, without payment of
interest for its use, to Tenant (or, at Landlord's option, to the last assignee,
if any, of Tenant's interest hereunder) at the expiration of the term hereof,
and after Tenant has vacated the Premises. No trust relationship is created
herein between Landlord and Tenant with respect to the Deposit.

17. Estoppel Certificate.

Tenant and Landlord shall, at any time within ten (10) business days following
receipt of a written request from the other party, execute, acknowledge and
deliver to the requesting party a statement certifying

                                       14
<PAGE>

(1) that this Lease is unmodified and in full force and effect (or, if modified,
stating the nature of such modification and certifying that this Lease, as so
modified, is in full force and effect), (2) the date to which the rent, the
Deposit, and other sums payable hereunder have been paid, (3) acknowledging that
there are not any uncured defaults on the part of the certifying party and, to
the certifying party's knowledge, any uncured defaults on the part of the other
party, or specifying such defaults, if any, which are claimed, and (4) such
other matters as may reasonably be requested. Any such statement may be
conclusively relied upon by any prospective purchaser or encumbrancer of the
Building or Tenant's business. Failure to deliver the statement shall constitute
a default under the Lease.

18. Relocation.

Intentionally Deleted.

19. Subordination, Amendment for Lender.

This Lease, at Landlord's option, shall be subordinate to any ground lease,
mortgage, deed of trust, or any other hypothecation for security now or
hereafter placed upon the Building and to any and all advances made on the
security thereof and to all renewals, modifications, consolidations,
replacements and extensions thereof. Notwithstanding such subordination,
Tenant's right to quiet possession of the Premises shall not be disturbed if
Tenant is not in default and so long as Tenant shall pay the rent and observe
and perform all of the provisions of this Lease, unless this Lease is otherwise
terminated pursuant to its terms. If any mortgagee, beneficiary, trustee or
ground lessor shall elect to have this Lease prior to the lien of its mortgage,
deed of trust or ground lease, and shall give notice thereof to Tenant, this
Lease shall be deemed prior to such mortgage, deed of trust, or ground lease,
whether this Lease is dated prior to or subsequent to the date of said mortgage,
deed of trust or ground lease or the date of recording thereof. If any mortgage
or deed of trust to which this Lease is subordinate is foreclosed or a deed in
lieu of foreclosure is given to the mortgagee or beneficiary, Tenant shall
attorn to the purchaser at the foreclosure sale or to the grantee under the deed
in lieu of foreclosure; if any ground lease to which this Lease is subordinate
is terminated, Tenant shall attorn to the ground lessor. Tenant agrees to
execute any documents required to effectuate such subordination or to make this
Lease prior to the lien of any mortgage, deed of trust or ground lease, as the
case may be, or to evidence such attornment. Upon written request by Tenant,
Landlord will use commercially reasonable efforts to obtain a Subordination,
Non-Disturbance and Attornment Agreement from any current lender or encumbrancer
of the Property.

20. Attorneys' Fees.

If either party commences an action or proceeding against the other party
arising out of or in connection with this Lease, or institutes any proceeding in
a bankruptcy or similar court which has jurisdiction over the other party or any
or all of its property or assets, the prevailing party in such action or
proceeding and in any appeal in connection therewith shall be entitled to have
and recover from the unsuccessful party reasonable attorneys' fees, court costs,
expenses and other costs of investigation, preparation, and enforcement of the
judgment. If such prevailing party recovers a judgment in any such action,
proceeding, or appeal, such attorneys' fees, court costs and expenses shall be
included in and as a part of such judgment.

21. Notices.

All notices, consents, demands and other communications from one party to the
other given pursuant to the terms of this Lease shall be in writing and shall be
deemed to have been fully given when deposited in the United States mail,
certified or registered, postage prepaid, or delivered to a generally recognized
overnight courier service, charges prepaid, and addressed as follows: to Tenant
at the address specified in

                                       15
<PAGE>

the Basic Lease Information or to such other place as Tenant may from time to
time designate in a notice to Landlord; to Landlord at the address specified in
the Basic Lease Information, or to such other place and with such other copies
as Landlord may from time to time designate in a notice to Tenant. In addition,
such communications shall be deemed given when transmitted to a party by
electronic facsimile, with confirmation of receipt, to the telephone number
specified in the Basic Lease Information, as it may be changed by notice.

22. General Provisions.

     (a) This Lease shall be governed by and construed in accordance with the
laws of the State of California.

     (b) The invalidity of any provision of this Lease, as determined by a court
of competent jurisdiction, shall in no way affect the validity of any other
provision hereof.

     (c) This Lease contains all agreements of the parties with respect to any
matter mentioned herein and supersedes any verbal and any prior written
understanding, conditions, representations, agreements or covenants, and may be
modified in writing only, signed by the parties.

     (d) No waiver by Landlord of any provision hereof shall be deemed a waiver
of any other provision or of any subsequent breach by Tenant of the same or any
other provision. Landlord's consent to or approval of any act shall not be
deemed to render unnecessary the obtaining of Landlord's consent to or approval
of any subsequent act by Tenant. The acceptance of rent or any partial payment
hereunder by Landlord shall not be a waiver of any preceding breach by Tenant of
any provision hereof, other than the failure of Tenant to pay the particular
rent accepted, regardless of Landlord's knowledge of such preceding breach at
the time of acceptance of such rent.

     (e) If Tenant remains in possession of the Premises or any part thereof
after the expiration of the term with the consent of Landlord, such occupancy
shall be a tenancy from month to month at a rental in the amount of one hundred
twenty-five percent (125%) of the last month's rental during the term plus all
other charges payable hereunder, and upon all of the terms hereof.

     (f) Subject to the provisions of this Lease restricting assignment or
subletting by Tenant, this Lease shall bind the parties, their personal
representatives, successors and assigns.

     (g) Landlord and Landlord's agents shall have the right to enter the
Premises upon no less than forty-eight (48) hours prior written notice, during
regular business hours (except in the case of emergencies) for the purpose of
inspecting the same or showing the same to prospective purchasers or lenders and
making such alterations, repairs, improvements or additions to the Premises or
to the Building as are reasonably necessary. Landlord may at any time during the
last 180 days of the term place on or about the Premises any ordinary "For
Lease" sign.

     (h) If Tenant is a corporation, each individual executing this Lease on
behalf of Tenant represents and warrants that he or she is duly authorized to
execute and deliver this Lease on behalf of the corporation in accordance with a
duly adopted resolution of the Board of Directors and that this Lease is binding
upon the corporation in accordance with its terms. Each individual executing
this Lease on behalf of Landlord represents and warrants that he or she is duly
authorized to execute and deliver this Lease on behalf of the Landlord.


                                       16
<PAGE>

     (i) The term "Landlord" as used herein means the then owner of the Building
and in the event of a sale of the Building the selling owner shall be
automatically relieved of all obligations of Landlord hereunder, except for acts
or omissions of Landlord theretofore occurring.

     (j) Any liability which may arise as a consequence of the execution of this
Lease by or on behalf of the members of 4040 Civic Center, LLC. shall be a
liability of 4040 Civic Center, LLC. and not the personal liability of any
member, manager or employee of 4040 Civic Center, LLC. Notwithstanding anything
to the contrary set forth in this Lease, Tenant agrees that there shall be
absolutely no personal liability on the part of Landlord with respect to any of
the obligations of Landlord under this Lease, and Tenant shall look solely to
the equity, if any, of Landlord in the Building for the satisfaction of any
liability of Landlord to Tenant. Tenant's exculpation of personal liability of
Landlord is absolute and without any exception whatsoever.

     (k) Tenant warrants that it has had no dealings with any real estate broker
or agent other than the Broker(s) identified in the Basic Lease Information in
connection with the Premises or this Lease. Tenant shall indemnify Landlord and
hold it harmless from and against all claims, demands, costs or liabilities
(including, without limitation, attorneys' fees) asserted by any party other
than such Broker(s) based upon dealings of that party with Tenant in connection
with the Premises or this Lease. Landlord warrants that it has had no dealings
with any real estate broker or agent other than the Broker(s) identified in the
Basic Lease Information in connection with the Premises or this Lease. Landlord
shall indemnify Tenant and hold it harmless from and against all claims,
demands, costs or liabilities (including, without limitation, attorneys' fees)
asserted by any party other than such Broker(s) based upon dealings of that
party with Landlord in connection with the Premises or this Lease.

23. Exhibits.

The exhibits and addendum, if any, specified in the Basic Lease Information are
attached to this Lease and by this reference made a part hereof.

IN WITNESS WHEREOF, the parties have executed this Lease on the respective dates
indicated below.

TENANT:                                              LANDLORD:

LION, Inc.                                           4040 Civic Center, LLC.
a Washington corporation


By ___________________________________      By ________________________________

Its ___________________________________     Its ________________________________



                                       17
<PAGE>



                                   RIDER NO. 1
                                 TO OFFICE LEASE

                             4040 CIVIC CENTER DRIVE
                             San Rafael, California

THIS RIDER NO. 1 TO OFFICE LEASE is dated as of February 1, 2005 by and between
4040 Civic Center, LLC., ("Landlord") and LION, Inc., a Washington corporation
("Tenant"), and is part of that certain Office Lease (the "Lease") dated as of
an even date herewith by and between Landlord and Tenant for the leasing of
approximately 7,534 rentable square feet of space (the "Premises") in that
certain building located at 4040 Civic Center Drive, San Rafael, California (the
"Building").

1.      Tenant Improvements. Landlord shall construct the tenant improvements as
provided in the Work Letter (Exhibit D).

2.      Option to Extend Lease Term.

(a)            Tenant  shall have the option to extend the term of the Lease for
               one period of five (5) years  ("Extended  Term"),  provided  that
               Tenant  must  exercise  its option with  respect to the  Extended
               Term, if at all, by giving written notice of exercise  ("Tenant's
               Notice") to Landlord on or before the date that is six (6) months
               prior to the Term  Expiration Date (but, in no event prior to the
               date  that is twelve  (12)  months  prior to the Term  Expiration
               Date). In the event an option to extend is timely exercised,  the
               Lease shall be extended for the period of the applicable Extended
               Term upon all of the terms and conditions of the Lease,  provided
               that the monthly Base Rent shall be the fair market  rental value
               of the Premises, as determined below, as of the commencement date
               of the  Extended  Term.  Tenant shall have no right to extend the
               term of the Lease if Tenant's  Notice is not timely  delivered or
               if there is an  uncured  event of default  beyond any  applicable
               notice and cure  period  under  this  Lease at the time  Tenant's
               Notice is delivered or on the expiration date of the then current
               term of the Lease.  Tenant shall have no right to extend the term
               beyond the Extended Term.

(b)            Landlord  and Tenant  shall have thirty (30) days after  Landlord
               receives  Tenant's  Notice in which to agree on the monthly  Base
               Rent during the Extended  Term.  In  determining  the fair market
               rental   value  of  the  Premises   during  the  Extended   Term,
               consideration  shall  be  given  to  the  uses  of  the  Premises
               permitted  under  this  Lease,  the  quality,  size,  design  and
               location  of the  Premises  and the rental  value of  comparable,
               improved,  office space in  first-class  office  buildings in the
               vicinity of the  Building.  If Landlord  and Tenant  agree on the
               monthly Base Rent for  Extended  Term during the (30) day period,
               they immediately shall execute an amendment to this Lease stating
               the monthly  Base Rent for the  Extended  Term.  If Landlord  and
               Tenant  are  unable  to agree on the  monthly  Base  Rent for the
               Extended Term within the thirty (30) day period,  then within ten
               (10) days after the  expiration  of the thirty  (30) day  period,
               Landlord and Tenant each, at its cost and by giving notice to the
               other party,  shall appoint a real estate appraiser with at least
               five (5) years'  full-time  commercial  appraisal  experience  in
               valuing leasehold office space in the vicinity of the Building to
               appraise and set the monthly Base rent for the Extended  Term. If
               either  Landlord or Tenant does not appoint an  appraiser  within
               ten (10) days after the other party has given  notice of the name
               of its appraiser,  the single  appraiser  appointed  shall be the
               sole  appraiser  and  shall  set the  monthly  Base  Rent for the
               Extended  Term. If two (2)  appraisers  are appointed by Landlord
               and Tenant as stated in this paragraph,  they shall meet promptly
               and attempt to set the monthly Base Rent for the Extended Term.

                                    Rider 1


<PAGE>

(c)            If the two (2)  appraisers are unable to agree within thirty (30)
               days after the second  appraiser has been  appointed,  they shall
               attempt to select a third  appraiser  meeting the  qualifications
               stated in this paragraph  within ten (10) days after the last day
               the two (2) appraisers are given to set the monthly Base Rent. If
               they are unable to agree on the third appraiser,  either Landlord
               or Tenant,  by giving ten (10) days'  notice to the other  party,
               can apply to the then  Presiding  Judge of the Superior  Court of
               Marin County for the selection of a third appraiser who meets the
               qualifications stated in this paragraph. Landlord and Tenant each
               shall bear  one-half  (1/2) of the cost of  appointing  the third
               appraiser  and of paying  the third  appraiser's  fee.  The third
               appraiser  shall be a person who has not previously  acted in any
               capacity for either  Landlord or Tenant.  Within thirty (30) days
               after the  selection  of the third  appraiser,  a majority of the
               appraisers shall set the monthly Base Rent for the Extended Term.
               If a majority of the appraisers is unable to set the monthly Base
               Rent  within  the  stipulated  period  of  time,  the  three  (3)
               appraisals  shall be added  together  and their total  divided by
               three (3); the resulting  quotient shall be the monthly Base Rent
               for the Premises  during the Extension Term. If the low appraisal
               is more than ten percent  (10%) lower than the middle  appraisal,
               the low appraisal shall be disregarded;  if the high appraisal is
               more than ten percent (10%) higher than the middle appraisal, the
               high appraisal shall be disregarded. If only one (1) appraisal is
               disregarded,  the  remaining  two (2)  appraisals  shall be added
               together  and  their  total  divided  by two (2);  the  resulting
               quotient  shall be the monthly Base Rent for the Premises  during
               the  Extended  Term.  If both  the  low  appraisal  and the  high
               appraisal are disregarded as stated in this paragraph, the middle
               appraisal  shall be the monthly Base Rent for the Premises during
               the Extended Term.

(d)            After the monthly Base Rent for the Extended Term has been set,
               the appraisers shall notify Landlord and Tenant immediately and
               Landlord and Tenant shall immediately execute an amendment to
               this Lease stating the monthly Base Rent for the Extended Term.
               The new monthly Base Rent shall be subject to three percent (3%)
               increases per year of the Lease.

3.      Letter of Credit. Tenant shall deliver to Landlord concurrently with the
execution of this Lease, an unconditional, clean, irrevocable letter of credit
in the initial amount of $280,000.00 (TWO HUNDRED EIGHTY THOUSAND DOLLARS).
Without further act or instrument required by Landlord, the letter of credit
shall be automatically renewed for successive one (1) year periods throughout
the term of the Lease unless, not less than thirty (30) days prior to the then
current expiration date of the letter of credit, the issuing bank notifies
Landlord of its intention not to renew the letter of credit. The letter of
credit (or any renewal, extension or replacement thereof) shall continue in full
force and effect and shall be maintained in its full face amount for two (2)
calendar months beyond the expiration date of the Lease. The letter of credit
shall (i) be negotiable and freely transferable in connection with the sale or
transfer by Landlord of the Property; (ii) be issued by a banking institution
reasonably acceptable to Landlord; (iii) provide for payment of all or any
portion of the face amount of the letter of credit to Landlord upon the receipt
by the issuing bank of a statement signed by a representative of Landlord that
Landlord is entitled to such amount pursuant to the terms of this Lease; and
(iv) be otherwise in form and substance reasonably satisfactory to Landlord.
Tenant shall pay all expenses, points and/or fees incurred by Tenant in
obtaining the letter of credit and any renewal, extension or replacement
thereof. The letter of credit shall be held by Landlord as security for the
faithful performance by Tenant of all the terms, covenants, and conditions of
this Lease. If, (i)(A) Landlord receives notice from the issuing bank of its
intention not to renew the letter of credit and (B) Tenant fails to deliver a
replacement letter of credit at least thirty (30) business days prior to the
expiration of the then existing letter of credit or (ii) Tenant fails to deliver
a renewal or replacement letter of credit (it being agreed that any replacement
letter of credit shall satisfy the requirements of this Section 4) at least
thirty (30) business days prior to the expiration of the then existing letter of
credit, then Landlord shall be

                                    Rider 2

<PAGE>

entitled to draw the full face amount of the letter of credit and retain such
amount as an additional security deposit hereunder in lieu of the letter of
credit. If Landlord draws upon any part of the letter of credit and/or applies
or retains any portion or all of the amount received from such draw, Tenant,
upon demand, shall restore the face amount of the letter of credit or deposit
with Landlord cash equal to the amount so applied or retained. If Tenant
defaults with respect to any provisions of this Lease, Landlord may, but shall
not be required to, draw upon all or any portion of the letter of credit for
payment of rent or any other sum in default, or for the payment of any amount
that Landlord may reasonably spend or may become obligated to spend by reason of
Tenant's default, or to compensate Landlord for any other loss or damage that
Landlord may suffer by reason of Tenant's default. The use, application or
retention of the letter of credit, or any portion thereof, by Landlord shall not
prevent Landlord from exercising any other right or remedy provided by this
Lease or by law, it being intended that Landlord shall not first be required to
proceed against the letter of credit and shall not operate as a limitation on
any recovery to which Landlord may otherwise be entitled. If Tenant is not then
in default or has not previously been in default under this Lease, (a) the
amount of the letter of credit shall be reduced to $180,000 (ONE HUNDRED EIGHTY
THOUSAND DOLLARS) after eighteen (18) months have elapsed during the Lease term
and (b) the letter of credit may be canceled after three (3) years have elapsed
during the Lease term, provided that Tenant shall, in lieu thereof, post a
security deposit in an Amount equal to the then current monthly Base Rent.
Tenant's failure to comply timely with the provisions of this Section 3 shall
constitute a default under the Lease.

4.      Installation of Satellite Dish. Notwithstanding anything in the Lease to
the contrary, including without limitation the Rules and Regulations of Exhibit
B, Tenant shall have the right to install, maintain, and use during the Term a
satellite dish (the "Satellite Dish") on the roof of the Building in a location
reasonably satisfactory to Landlord, as well as appropriate related cabling from
the Satellite Dish to the Premises through the ceiling of the Premises in
locations approved by Landlord in its reasonable judgment. Tenant shall comply
with all applicable federal, state and local laws and regulations with respect
to the Satellite Dish and related cabling, as well as all conditions for rooftop
installation imposed by Landlord in its reasonable discretion. Tenant, at its
sole cost and expense, shall obtain and maintain in full force and effect all
necessary approvals and permits from all applicable governmental authorities
relating to the Satellite Dish and related cabling. Prior to commencing the
installation of the Satellite Dish, Tenant shall give Landlord written notice
and obtain Landlord's written approval of Tenant's proposed plans and
specifications related to the Satellite Dish, which approval shall not be
unreasonably withheld. Tenant shall install, maintain and operate the Satellite
Dish in a safe, clean and workmanlike manner. Tenant shall (i) use all
reasonable efforts to avoid any adverse impacts to the roof and (ii) shall
promptly notify Landlord of any damage occasioned thereby and (iii) shall
reimburse Landlord for Landlord's reasonable cost of repairing such damage
within ten (10) days after presentation of an invoice therefor. Landlord shall
have no obligation to install, operate, maintain, repair, replace or remove the
Satellite Dish and related cabling or have any other responsibility or liability
in connection therewith. Tenant shall pay all costs and expenses relating to the
design, acquisition, installation, operation, repair, and maintenance of the
Satellite Dish and related cabling. Upon expiration or earlier termination of
the Lease, Tenant shall at its sole cost and expense, remove the Satellite Dish
and repair any damage to the roof and the Building arising out of or in
connection with the installation, maintenance and removal of the Satellite Dish.

5.      Alarm System. Tenant shall have the right to install an alarm system on
the Premises. The installation of the alarm system will be at Tenant's sole cost
and expense. The alarm system will be installed in accordance with the
procedures in outlined in Paragraph 8 of the Lease. Tenant will provide Landlord
with the codes for the alarm system.

6.      Catering Services. Notwithstanding anything in the Lease to the
contrary, including without limitation the Rules and Regulations, Landlord
hereby approves and acknowledges that it is customary for

                                    Rider 3

<PAGE>

Tenant to have outside caterers provide meals on the Premises for Tenant and
Tenant's employees, provided all of such caterers shall be considered Tenant's
Parties.

7.      Surrender of Existing Leased Premises. Tenant, as successor-in-interest
to Tuttle Risk Management Services, a Delaware corporation, under that certain
Office Lease dated February 15, 2002 ("Existing Lease") with respect to the
leasing of Suite 540, shall vacate said premises and surrender the same in the
condition required under the Existing Lease no later than two (2) weeks after
the Term Commencement Date. The parties agree that the option rights under
Paragraph 2 of Rider No. 1 to the Existing Lease are of no further force or
effect.

8.      Lease of First Floor Suite. Commencing on the date of execution of this
Lease, Tenant shall lease on a temporary basis additional premises located on
the first floor of the Building, consisting of approximately 2,600 square feet,
identified as Suite 105, for an additional monthly Base Rent of $2,600, payable
in the same manner as provided for Tenant's other Base Rent obligations under
the Existing Lease. Except for the payment of Base Rent, all of the terms and
conditions of the Existing Lease shall remain in full force and effect and be
fully applicable to the leasing of said temporary first floor suite. Tenant
shall vacate and surrender the temporary first floor suite in accordance with
the same terms and conditions as provided in Paragraph 7 of this Rider No. 1.

9.      Installation of Dedicated AC Unit. Notwithstanding anything in the Lease
to the contrary, including without limitation the Rules and Regulations of
Exhibit B, Tenant shall have the right to install, maintain, and use during the
Term a 3 ton dedicated AC unit in the Premises, along with an outside compressor
on the roof of the Building, each in a location reasonably satisfactory to
Landlord (collectively, "AC Unit") Tenant shall comply with all applicable
federal, state and local laws and regulations with respect to the AC Unit, as
well as all conditions for installation imposed by Landlord in its reasonable
discretion. Tenant, at its sole cost and expense, shall obtain and maintain in
full force and effect all necessary approvals and permits from all applicable
governmental authorities relating to the AC Unit. Prior to commencing the
installation of the AC Unit, Tenant shall give Landlord written notice and
obtain Landlord's written approval of Tenant's proposed plans and specifications
related to the AC Unit, which approval shall not be unreasonably withheld.
Tenant shall install, maintain and operate the AC Unit in a safe, clean and
workmanlike manner. Tenant shall (i) use all reasonable efforts to avoid any
adverse impacts to the roof or to the Building and (ii) shall promptly notify
Landlord of any damage occasioned thereby and (iii) shall reimburse Landlord for
Landlord's reasonable cost of repairing such damage within ten (10) days after
presentation of an invoice therefor. Landlord shall have no obligation to
install, operate, maintain, repair, replace or remove the AC Unit or have any
other responsibility or liability in connection therewith. Tenant shall pay all
costs and expenses relating to the design, acquisition, installation, operation,
repair, and maintenance of the AC Unit. Upon expiration or earlier termination
of the Lease, Tenant shall, at the request of Landlord, at Tenant's sole cost
and expense, remove the AC Unit and repair any damage to the roof and the
Building arising out of or in connection with the installation, maintenance and
removal of the AC Unit.

                                    Rider 4

<PAGE>

10.     Miscellaneous. The Lease is hereby modified and supplemented. Wherever
there exists a conflict between the Lease and this Rider No. 1, the provisions
of this Rider No. 1 shall control. Unless otherwise indicated, capitalized terms
shall be defined in the manner set forth in the Lease. Rule No. 12 from the
Rules and Regulations attached as Exhibit B is hereby deleted in its entirety.

TENANT:                                              LANDLORD:

LION, Inc.                                           4040 Civic Center, LLC.
a Washington corporation


By ___________________________________      By ________________________________

Its ___________________________________     Its ________________________________


                                    Rider 5

<PAGE>



                                    EXHIBIT A

                             4040 CIVIC CENTER DRIVE

                               PREMISES FLOOR PLAN







                                       A-1


<PAGE>

                                    EXHIBIT B

                             4040 CIVIC CENTER DRIVE

                                  OFFICE LEASE
                              Rules and Regulations

1. The sidewalks, halls, passages, exits, entrances, elevators and stairways of
the Building shall not be obstructed by any of the tenants or used by them for
any purpose other than for ingress to and egress from their respective Premises.
The halls, passages, exits, entrances, elevators and stairways are not for the
general public and Landlord shall in all cases retain the right to control and
prevent access thereto of all persons whose presence in the judgment of Landlord
would be prejudicial to the safety, character, reputation and interests of the
Building and its tenants, provided that nothing herein contained shall be
construed to prevent such access to persons with whom any tenant normally deals
in the ordinary course of its business, unless such persons are engaged in
illegal activities. No tenant and no employee or invitee of any tenant shall go
upon the roof of the Building. Landlord shall have the right at any time without
the same constituting an actual or constructive eviction and without incurring
any liability to Tenant therefor to change the arrangement and/or location of
entrances or passageways, doors or doorways, corridors, elevators, stairs,
toilets or other common areas of the Building.

2. No sign, placard, picture, name, advertisement or notice visible from the
exterior of any tenant's Premises shall be inscribed, painted, affixed or
otherwise displayed by any tenant on any part of the Building without the prior
written consent of Landlord. Landlord will adopt and furnish to tenants general
guidelines relating to signs inside the Building. Tenant agrees to conform to
such guidelines. All approved signs or lettering on doors shall be printed,
painted, affixed or inscribed at the expense of Tenant by a person approved by
Landlord. Material visible from outside the Building will not be permitted.

3. The Premises shall not be used for the storage of merchandise held for sale
to the general public or for lodging. No cooking shall be done or permitted on
the premise, except that private use by Tenant of Underwriters' Laboratory
approved microwave ovens and equipment for brewing coffee, teas, hot chocolate
and similar beverages shall be permitted, provided that such use is in
accordance with all applicable Federal, state and municipal laws, codes,
ordinances, rules and regulations.

4. No tenant shall employ any person or persons other than the janitor of
Landlord for the purpose of cleaning its Premises unless otherwise agreed to by
Landlord in writing. Except with the written consent of Landlord, no person or
persons other than those approved by landlord shall be permitted to enter the
Building for the purpose of cleaning the same. No tenant shall cause any
unnecessary labor by reason of such tenant's carelessness or indifference in the
preservation of good order and cleanliness. Landlord shall not be responsible to
any tenant for any loss of property on the Premises, however occurring, or for
any damage done to the effects of any tenant by the janitor or any other
employee or any other person.

5. Landlord will furnish each tenant free of charge with two electronic access
cards to the building and two keys to each door lock provided in the Premises by
Landlord. Landlord may make a reasonable charge for any additional keys. No
tenant shall have any such keys copied or any keys made. No tenant shall alter
any lock or install a new or additional lock or any bolt on any door of its
Premises. Each tenant, upon the termination of its lease, shall deliver to
Landlord all keys to doors in the Building.

6. Landlord shall designate appropriate entrances and a "Freight" elevator for
deliveries or other movement to or from the Premises of equipment, materials,
supplies, furniture or other property, and



                                      B-1
<PAGE>

Tenant shall not use any other entrances or elevators for such purposes. To the
extent it does not fall within a tenant's premises, the Freight elevator shall
be available for use by all tenants in the Building, subject to such reasonable
scheduling as Landlord in its discretion shall deem appropriate. All persons
employed and means or methods used to move equipment, materials, supplies,
furniture or other property in or out of the Building must be approved by
Landlord prior to any such movement. Landlord shall have the right to prescribe
the maximum weight, size and position of all equipment, materials, furniture or
other property brought into the Building. Heavy objects shall, if considered
necessary by Landlord, stand on a platform of such thickness as is necessary to
properly distribute the weight. Landlord will not be responsible for loss of or
damage to any such property from any cause, and all damage done to the Building
by moving or maintaining such property shall be repaired at the expense of
Tenant.

7. No tenant shall use or keep in the Premises or the Building any kerosene,
gasoline or inflammable or combustible fluid or material other than limited
quantities thereof reasonably necessary for the operation or maintenance of
office equipment. No tenant shall use any method of heating or air conditioning
other than that supplied by Landlord. No tenant shall use or keep or permit to
be used or kept any foul or noxious gas or substance in the Premises, or permit
or suffer the Premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the Building by reason of noise,
odors or vibrations, or interfere in any way with other tenants or those having
business in the Building, nor shall any animals or birds be brought or kept in
the Premises or the Building, except for seeing-eye dogs.

8. Landlord shall have the right, exercisable without notice and without
liability to any tenant, to change the name or street address of the Building;
provided, however, Landlord shall reimburse Tenant the actual cost of complying
with such change (including, without limitation, obtaining new stationery and
notifying customers of the change of address).

9. Landlord reserves the right to exclude from the Building between the hours of
6 P.M. and 7 A.M., and at all hours on Saturdays, Sundays and legal holidays,
all persons who do not present identification acceptable to Landlord. Each
tenant shall provide Landlord with a list of all persons authorized by Tenant to
enter its Premises and shall be liable to Landlord for all acts of such persons.
Landlord shall in no case be liable for damages for any error with regard to the
admission to or expulsion from the Building of any person. In the case of
invasion, mob, riot, public excitement or other circumstances rendering such
action advisable in Landlord's opinion, Landlord reserves the right to prevent
access to the Building during the continuance of the same by such action as
Landlord may deem appropriate, including closing doors.

10. The directory of the Building will be provided for the display of the name
and location of tenants and a reasonable number of the principal officers and
employees of tenants at the expense of such tenants. Landlord reserves the right
to restrict the amount of directory space utilized by any tenant.

11. No curtains, draperies, blinds, shutters, shades, screens or other
coverings, hangings or decorations shall be attached to, hung or placed in, or
used in connection with any window of the Building without the prior written
consent of Landlord. In any event, with the prior written consent of Landlord,
such items shall be installed on the office side of Landlord's standard window
covering and shall in no way be visible from the exterior of the Building.
Tenant shall keep window coverings closed when the effect of sunlight (or the
lack thereof) would impose unnecessary loads on the Building's heating or air
conditioning systems.

12. No tenant shall obtain for use in the Premises ice, drinking water, food,
beverage, towel or other similar services, except at such reasonable hours and
under such reasonable regulations as may be fixed by Landlord.

                                      B-2
<PAGE>

13. Each tenant shall ensure that the doors of its Premises are closed and
locked and that all water faucets, water apparatus and utilities are shut off
before Tenant or Tenant's employees leave the Premises so as to prevent waste or
damage, and for any default or carelessness in this regard, Tenant shall make
good all injuries sustained by other tenants or occupants of the Building or
Landlord. On multiple tenancy floors, all tenants shall keep the doors to the
Building corridors and stairs closed at all times except for ingress and egress.

14. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not
be used for any purpose other than that for which they were constructed, no
foreign substance of any kind whatsoever shall be thrown therein and the expense
of any breakage, stoppage or damage resulting from the violation of this rule
shall be borne by the tenant who, or whose employees or invitees, shall have
caused it.

15. Except with the prior written consent of Landlord, no tenant shall sell or
permit the sale in the Premises, or use or permit the use of any sidewalk or
mall area adjacent to the Premises for the sale, of newspapers, magazines,
periodicals, theatre or travel tickets or any other goods or merchandise at
retail to the general public in or on the Premises, nor shall any tenant carry
on or permit or allow any employee or other person to carry on the business of
stenography, typewriting, printing or photocopying or any similar business in or
from the Premises for the service or accommodation of occupants of any other
portion of the Building, nor shall the Premises of any tenant be used for
manufacturing of any kind, or any business or activities other than that
specifically provided for in such tenant's lease.
16. No tenant shall install any radio or television antenna, Generator,
loudspeaker or other device on the roof or exterior walls of the Building. No TV
or radio or recorder shall be played in such a manner as to cause a nuisance to
any other tenant.

17. There shall not be used in any space, or in the public halls of the
Building, either by any tenant or others, any hand trucks except those equipped
with rubber tires and side guards or such other material handling equipment as
Landlord may approve. No other vehicles of any kind shall be brought by any
tenant into the Building or kept in or above its Premises. The use of any such
equipment shall be restricted to the freight elevator.

18. Each tenant shall store all its trash and garbage within its Premises until
removal of the same to such location in the Building as may be designated from
time to time by Landlord. No material shall be placed in the trash boxes or
receptacles if such material is of such nature that it may not be disposed of in
the ordinary and customary manner of removing and disposing of office building
trash and garbage in the City of San Rafael without being in violation of any
law or ordinance governing such disposal.

19. All loading and unloading of merchandise, supplies, materials, garbage and
refuse shall be made only through such entryways and elevators and at such times
as Landlord shall designate. The Tenant shall not obstruct or permit the
obstruction of any designated loading area and at no time shall Tenant park or
allow its officers, agents or employees to park vehicles therein except for
loading and unloading.

20. Canvassing, soliciting, distribution of handbills or any other written
material and peddling in the Building are prohibited, and each tenant shall
cooperate to prevent the same.

21. The requirements of tenants will be attended to only upon application in
writing at the office of the Building. Employees of Landlord shall not perform
any work or do anything outside of their regular duties unless under special
instructions from Landlord.

22. Landlord may waive any one or more of these Rules and Regulations for the
benefit of any particular tenant or tenants, but no such waiver by Landlord
shall be construed as a waiver of such Rules

                                      B-3
<PAGE>


and Regulations in favor of any other tenant or tenants, nor prevent Landlord
from thereafter enforcing any such Rules and Regulations against any or all of
the tenants of the Building.

23. These Rules and Regulations are in addition to, and shall not be construed
to in any way modify or amend, in whole or in part, the agreements, covenants,
conditions and provisions of any lease of Premises in the Building.

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                                    EXHIBIT C

                             4040 CIVIC CENTER DRIVE

                             VERIFICATION MEMORANDUM

     Re: Office Lease dated ____________ between 4040 Civic Center, LLC.,
("Landlord"), and ____________________, a ____________________ ("Tenant"), and
for Premises known as Suite/Floor ____, 4040 Civic Center Drive, San Rafael,
California. Tenant hereby verifies that the dates and amounts stated below are
correct and further acknowledges and accepts possession of the Premises.

Area:                       _________________________    rentable square feet

Term Commencement Date:     _________________________

Term Expiration Date:       _________________________    (excluding any options)

Option(s) to Extend:        _________________________

Initial Base Rent:          $________________________


TENANT:                                              LANDLORD:

LION, Inc.                                           4040 Civic Center, LLC.
a Washington corporation


By ___________________________________      By ________________________________

Its ___________________________________     Its ________________________________



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<PAGE>



                                    EXHIBIT D

                                   WORK LETTER

This Work Letter ("Work Letter") sets forth the terms and conditions relating to
construction of tenant improvements in the Premises. Capitalized terms used but
not otherwise defined herein shall have the meanings set forth in the Lease (the
"Lease") to which this Work Letter is attached and forms a part.

1. The parties have approved the space plan dated December 22, 2004 prepared by
Hannum Associates attached hereto as Attachment No. 1 (the "Space Plan") for the
construction of building-standard tenant improvements in the Premises
("Landlord's Work")

2. Landlord shall cause its contractor to complete the Landlord's Work as soon
as reasonably practicable. The Landlord's Work shall be deemed to be
"substantially completed" on the date that Landlord has obtained a certificate
of occupancy with respect to the Premises from the applicable governmental
authority and the Landlord's Work has been performed, subject to correction of
punch-list items.

3. Except for the Landlord's Work to be constructed by Landlord pursuant to this
Work Letter, Tenant accepts the Premises in its "as-is" condition and
acknowledges that it has had an opportunity to inspect the Premises prior to
signing the Lease.

4. Tenant shall not be required to remove Landlord's Work at the expiration of
the term or earlier termination of the Lease.

5. All of Landlord's Work shall be deemed Landlord's property under the terms of
the Lease.

6. In the event of any delay(s) in the completion of the Landlord's Work
resulting, in whole or in part, directly or indirectly, from the acts or
omissions of Tenant, its employees or agents, the obligation to pay Rent shall
commence on the date such obligation would have otherwise commenced if no such
Tenant delay(s) had occurred. In the event Tenant elects for Landlord to perform
the Subpanel Work and such election delays the date on which Landlord would
otherwise have been able to complete the Landlord's Work (excluding the Subpanel
Work), the obligation to pay Rent shall commence on the date Landlord would have
been able to complete the Landlord's Work (excluding the Subpanel Work) Other
delays attributable to Tenant may include, without limitation, delays resulting
from changes in or additions to the plans for the Landlord's Work; delays due to
the failure to promptly give authorizations or approvals required by to enable
Landlord to proceed with any work; or delays due to the postponement of any
Landlord work at the request of Tenant. Determinations of delay shall be made by
Landlord in good faith and shall be binding on Tenant.

7. No later than ten (10) business days after the date the Lease has been
executed by Tenant, Tenant shall have the right to notify Landlord in writing of
Tenant's preliminary election to include the Subpanel Work (described below) in
Landlord's Work. Thereafter Landlord shall notify Tenant in writing ("Landlord
Notice") of its good faith estimate of the anticipated Subpanel Work Costs
(described below). Tenant may elect to notify Landlord in writing within three
(3) business days after receipt of Landlord Notice that Tenant elects ("Final
Tenant Election") to proceed with the Subpanel Work, in which event the term
Landlord's Work shall be deemed to be amended to include the Subpanel Work.
Unless such notice is provided by Tenant within said three (3) day period,
Tenant shall be deemed to have elected not to proceed with the Subpanel Work As
used herein, the term "Subpanel Work" means the installation of a dedicated
subpanel to be located in Tenant's server room in the Premises and the related
installation of wiring, cables, feeders, risers, and other improvements in

                                        1
<PAGE>

or near the Building as necessary to provide 200 amp service at 120 volts to the
Premises on an uninterrupted basis. Tenant shall reimburse Landlord within
thirty (30) days following receipt of any invoice for the costs of the Subpanel
Work ("Subpanel Work Costs"), including reasonable costs incurred by Landlord
for utilizing the services of electrical engineers, permits fees, costs of
materials incorporated in the Subpanel Work and all costs incurred by Landlord
that would not have been incurred if Tenant had not elected for Landlord to
perform the Subpanel Work. In the event Tenant does not make or is deemed not to
have made the Final Tenant Election, Tenant shall nevertheless be obligated to
reimburse Landlord in accordance with the foregoing sentence for all reasonable
Subpanel Work Costs incurred prior to the date of the Landlord Notice. Tenant
acknowledges that total actual Subpanel Work Costs may exceed the amount of the
estimated costs provided in Landlord Notice and that Tenant shall be obligated
to reimburse all such actual costs even if such amount exceeds the estimated
costs.


                                        2