**SECOND
      AMENDMENT TO**




**AUBURN
      CORPORATE CENTER I**


**OFFICE
      LEASE**




This
      Second Amendment to Office Lease (the Second Amendment) is made as of March
      15 th ,
      2006 by
      and between Fana Auburn, LLC, a Washington Limited Liability Company
      (“ **Landlord** ”),
      and
      Zones, Inc., a Washington corporation (“ **Tenant** ”).
      As
      parties hereto, Landlord and Tenant agree:




**REC** **I** **TALS**




A.
            Landlord
                and Tenant have entered into that certain Office Lease, dated as
                of
                June 9, 2003 (the “**Lease**”),
                wherein Tenant leased from Landlord that office space consisting
                of
                approximately 106,308 square feet of the Building located at 1102
                15th
                Street SW, Auburn, Washington, such leased premises are more particularly
                described and depicted in the Lease. The Building is now commonly
                known as
                Auburn Corporate Center I. Subsequently, through lease amendment
                No. 1,
                the lease premises was re-defined as 106,273 rentable square
                feet.





B.
            The
                parties now desire to increase the rentable square feet located on
                the
                first floor by approximately 18,923 square feet and to incorporate
                a lease
                inducement provision. The final size and location of the additional
                rentable square feet shall be determined by the actual space plan
                per BOMA
                standards.





NOW,
      THEREFORE, effective January 1 st ,
      2007,
      the parties covenant and agree as follows:




**1.**
            **Section
                1.4. - Premises, is replaced entirely as
                follows:**




Premises:




Approximately
      125,196 rentable square feet located in that certain building with an address
      of
      1102 15 th Street
      SW, Auburn, Washington and commonly referred to as Auburn Corporate Center
      I and
      located on Lot A of Auburn Lot Line Adjustment No. LLA-0004-91 recorded under
      Recording No. 9104171400, situated in Auburn, Washington (said Parcel, together
      with said Building, being herein referred to collectively as the “Property”), as
      such leased premises are more particularly described and/or depicted on Exhibit
      A-1 attached hereto and incorporated herein by this reference (“Premises”). The
      Premises includes the entire second floor of the Building other than 1,624
      square feet of common areas. The balance of the Premises shall be located on
      the
      first floor of the building, as shown in Exhibit A-1. In addition to Tenant’s
      rights to use and occupy the Premises as hereinafter specified, Tenant shall
      have non-exclusive rights to use the Common Area (as defined in Section 1.16
      below), but shall not have any rights to use the roof, exterior walls or utility
      raceways of the Building. Notwithstanding anything contained herein to the
      contrary, Tenant shall have the exclusive right of use of the two conference
      rooms located adjacent to the main lobby. The Property is more particularly
      described on Exhibit A-2 attached hereto. The Auburn 400 Corporate Park,
      Division One is referred to in this Lease as the “Project”. All square footage
      areas refereed to in this paragraph 1.4 may be confirmed by either party using
      current BOMA standards. If such measurements indicate that the Premises are
      larger or smaller than 125,196 rentable square feet, Annual Base Rent and
      Tenant’s Share (as defined in this Lease) shall be adjusted
      accordingly.


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        Initials


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**2.**
            **Section
                1.5 - Term, is replaced as
                follows:**




Term:




1.5(a)
      -
      For the 106,273 Square Foot Portion of the Premises:


Eleven
      (11) years commencing on September 1st, 2003 and expiring on August 31st,
      2014.





1.5(b)
      -
      For the 18,923 Square Foot Portion of the Premises:


Ninety
      two (92) months commencing on January 1st, 2007 and expiring on August 31st,
      2014.





Options
      to Extend are fully addressed in Sections 3.2 and 3.3.




**3.**
            Section
                1.7 - Initial Annual Base Rent, is replaced as follows:




Initial
      Annual Base Rent:




1.7(a)
      -
      With regard to the 106,273 Rentable Square Foot portion:




On
      and
      after the Commencement Date, Tenant shall pay Annual Base Rent during each
      year
      of the Lease Term as follows, all such rent being based on 106,273 rentable
      square feet of space in the Premises; provided, however, the reference to “w/o
      pocket” refers to Tenant’s right under Paragraph 2.3 to space pocket a
      designated area without occupying it or paying rent on it and the phrase
“w/pocket” refers to Tenant’s obligation under Paragraph 2.3 to pay rent on such
      space upon occupancy during the first 24 months of the lease.


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2




Term
            
            Annual
                Base Rent per
              Rentable
                Square Foot, NNN
            
            Total
                Annual
              Base
                Rent, NNN
            
            Monthly
                Installments
              of
                Base Rent, NNN09/01/03-08/31/04
            
            $
            0.00
            
            $
            0.00
            
            $
            0.0009/01/04-08/31/05
              (w/o
                pocket)
            
            $
            9.45
            
            $
            970,070.85
            
            $
            80,839.2409/01/04-08/31/05
              (w/
                pocket)
            
            $
            9.45
            
            $
            1,004,298.75
            
            $
            83,691.5609/01/05-08/31/06
            
            $
            9.70
            
            $
            1,030,867.50
            
            $
            85,905.6309/01/06-08/31/07
            
            $
            9.95
            
            $
            1,057,436.25
            
            $
            88,119.6909/01/07-08/31/08
            
            $
            10.20
            
            $
            1,084,005.00
            
            $
            90,333.7509/01/08-08/31/09
            
            $
            10.45
            
            $
            1,110,573.75
            
            $
            92,547.8109/01/09-08/31/10
            
            $
            10.70
            
            $
            1,137,142.50
            
            $
            94,761.8809/01/10-08/31/11
            
            $
            10.95
            
            $
            1,163,711.25
            
            $
            96,975.9409/01/11-08/31/12
            
            $
            11.20
            
            $
            1,190,280.00
            
            $
            99,190.0009/01/12-08/31/13
            
            $
            11.45
            
            $
            1,216,848.75
            
            $
            101,404.0609/01/13-08/31/14
            
            $
            11.70
            
            $
            1,243,417.50
            
            $
            103,618.13





1.7(b)
      -
      With regard to the 18,923 Rentable Square Foot portion:




On
      and
      after the Commencement Date as defined in Section 1.5(b), Tenant shall pay
      additional Annual Base Rent during each year of the Lease Term as follows,
      all
      such additional rent being based on 18,923 additional rentable square feet
      of
      space in the Premises.




Term
            
            Annual
                Base Rent per
              Rentable
                Square Foot, NNN
            
            Total
                Annual
              Base
                Rent, NNN
            
            Monthly
                Installments
              of
                Base Rent, NNN01/01/07-08/31/14
            
            $
            13.67
            
            $
            258,677.41
            
            $
            21,556.45







1.7(c)
      -
      With regard to the entire Rentable Square Foot portion(s):




Each
      year’s Annual Base Rent is payable in twelve equal installments, payable monthly
      in advance. Tenant shall pay Landlord for all Operating Expenses accruing under
      this Lease (herein, “NNN”), at all times from and after the Commencement
      Date.




**4.**
            **Section
                39. - Lease Inducement is added as
                follows:**




Lease
      Inducement:




Upon
      the
      commencement date, as defined in Section 1.5(b) Landlord shall pay Tenant a
      Lease Inducement fee of Twenty Five Thousand & 00/100 Dollars
      ($25,000.00).




**5.**
            **Section
                3.4 - Termination Option, is replaced as
                follows:**




Termination
      Option:


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Provided
      that Tenant is not in default hereunder, Landlord grants Tenant a One-Time
      Option to Terminate the Lease as of August 31 st ,
      2011.




The
      Termination Option must be exercised by delivery of written notice to Landlord
      no later than August 31 st ,
      2010.




As
      a
      Condition to the effectiveness of the Termination Option, Tenant shall pay
      and
      deliver to Landlord a Termination Fee of One Million, Seven Hundred, Seventy
      Five Thousand & 00/100 Dollars ($1,775,000.00) not later than May
      31 st ,
      2011.




**6.**
            **Section
                1.17 - Tenant’s Share is amended as
                follows:**




Tenant’s
      Share:




Notwithstanding
      anything contained herein to the contrary, upon the commencement date, as
      defined in Section 1.5(b), Tenant’s Percentage Share of all Operating Expenses
      (NNN) shall be calculated on the percentage of it’s rentable square feet
      compared to the total rentable square feet of the building.




This
      provision shall apply whenever and wherever any reference to “Tenant’s Share
      Percentage”, that being less than 100%, may appear within the Lease. All other
      language regarding Tenant’s Share, Operating Expenses (NNN) and definitions
      thereof shall remain unchanged and as originally written in the
      Lease.




**7.**
            **Section
                1.2 - Landlord’s Address, is replaced as
                follows:**




Fana
      Auburn, LLC


16400
      Southcenter Parkway, #204


Tukwila,
      WA 98188





**8.**
            **Section
                1.3 - Tenant’s Address, is replaced as
                follows:**




Zones,
      Inc


Attn:
      Ronald McFadden


1102
      15 th Street
      SW, Ste #102


Auburn,
      WA 98001







-
      The
      remainder of this page is intentionally left blank -


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EXCEPT
      AS
      modified by this Amendment, the Lease remains in full force and effect in
      accordance with all of its terms and provisions.




IN
      WITNESS WHEREOF, Landlord and Tenant have executed this Second Amendment as
      of
      the day and year first above written.




**LANDLORD**
            
            **TENANT****FANA
                AUBURN, LLC**
            
            **ZONES,
                INC.****A
                WASHINTON LIMITED LIABILITY COMPANY**
            
            **A
                WASHINGTON CORPORATION**By
            /Michael
                W. Chase
            
            By:
            /Ronald
                McFaddenTitle:
            Authorized
                Signatory
            
            Title:
            Authorized
                SignatoryDate:
            May
                1, 2006
            
            Date:
            April
                6, 2006





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**ACKNOWLEDGEMENT
      OF LANDLORD**





State
                of Washington
            ))
            ss.County
                of King
            )








On
      this
      ____ day of _______, _____, before me, a Notary Public in and for the State
      of
      Washington, personally appeared __________ to me known to be the _____________
      of __________, and acknowledged said lease to be free and voluntary act and
      deed
      of said entity in his capacity as _____, and on oath stated that he was
      authorized and did execute the said lease for the uses and purposes therein
      mentioned.





IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year first above written











Notary
                (public in and for the State ofWashington,
                residing at:








**ACKNOWLEDGMENT
      OF TENANT**




State
                of Washington
            ))
            ss.County
                of King
            )





On
      this
      ____ day of _______, _____, before me, a Notary Public in and for the State
      of
      Washington, personally appeared __________ to me known to be the _____________
      of __________, and acknowledged said lease to be free and voluntary act and
      deed
      of said entity in his capacity as _____, and on oath stated that he was
      authorized and did execute the said lease for the uses and purposes therein
      mentioned.


IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year first above written











Notary
                (public in and for the State ofWashington,
                residing at:


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          Initials




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