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                                                                    EXHIBIT 10.1


                                      LEASE


         THIS LEASE AGREEMENT (this "Lease") is entered into as of September 16,
1999, between OLYMPIA PROPERTIES, L.L.C., a Washington limited liability company
("Landlord"), and INTERTECH MANAGEMENT GROUP, INC. ("Tenant").

DEFINITIONS AND
BASIC PROVISIONS                    1. The definitions and basic provisions set
                           forth in the Basic Lease Information (the "Basic
                           Lease Information") executed by Landlord and Tenant
                           contemporaneously herewith are incorporated herein by
                           reference for all purposes.

LEASE GRANT                         2. Subject to the terms of this Lease,
                           Landlord leases to Tenant, and Tenant leases from
                           Landlord, the Premises.


TERM                                3. If the Commencement Date is not the first
                           day of a calendar month, then the Term shall be
                           extended by the time between the Commencement Date
                           and the first day of the next month. If this Lease is
                           executed before the Premises become vacant or
                           otherwise available and ready for occupancy by
                           Tenant, or if any present occupant of the Premises
                           holds over and Landlord cannot acquire possession of
                           the Premises before the Commencement Date, or if any
                           present tenant holds a right of first refusal or
                           similar right over such space then in any such event
                           (a) Tenant's obligation to pay Rent hereunder shall,
                           unless any delay is caused by Tenant, be waived until
                           the date Landlord tenders possession of the Premises
                           to Tenant, (b) the Term shall be extended by the time
                           between the scheduled Commencement Date and the date
                           on which Landlord tenders possession of the Premises
                           to Tenant, (c) Landlord shall not be in default
                           hereunder or be liable for damages therefor, and (d)
                           Tenant shall accept possession of the Premises when
                           Landlord tenders possession thereof to Tenant. By
                           occupying the Premises, Tenant shall be deemed to
                           have accepted the Premises in their condition as of
                           the date of such occupancy, subject to the
                           performance of punch-list items that remain to be
                           performed by Landlord, if any. Tenant shall execute
                           and deliver to Landlord, within ten days after
                           Landlord has requested same, a letter confirming (i)
                           the Commencement Date, (ii) that Tenant has accepted
                           the Premises, and (iii) that Landlord has performed
                           all of its obligations with respect to the Premises
                           (except for punch-list items specified in such
                           letter).

RENT                                4. a. Payment. Tenant shall timely pay to
                           Landlord the Basic Rental and all additional sums to
                           be paid by Tenant to Landlord under this Lease,
                           including the amounts set forth in Section 4.b and
                           Section 4.c, without deduction or set off, at
                           Landlord's Address (or such other address as Landlord
                           may from time to time designate in writing to
                           Tenant). Basic Rental shall be payable monthly in
                           advance. The first monthly installment of Basic
                           Rental and the Security Deposit shall be payable
                           contemporaneously with the execution of this Lease;
                           thereafter, monthly installments of Basic Rental
                           shall be due on the first day of the second full
                           calendar month after the Commencement Date and
                           continuing on the first day of each succeeding
                           calendar month during the Term. Basic Rental for any
                           fractional month at the beginning of the Term shall
                           be prorated based on 1/365 of the current annual
                           Basic Rental for each day of the partial month this
                           Lease is in effect, and shall be due on the
                           Commencement Date.

                                    b. Excess. Commencing six (6) months
                           following the Commencement Date, Tenant shall pay an
                           amount (per each rentable square foot in the
                           Premises) equal to the excess ("Excess") from time to
                           time of actual Basic Cost per rentable square foot in
                           the Building over the actual Basic Cost per rentable
                           square in



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                           the Building incurred during the 1999 calendar year
                           (the "Base Year"). Landlord may collect such amount
                           in a lump sum, to be due within 30 days after
                           Landlord furnishes to Tenant the Annual Cost
                           Statement (defined below). Alternatively, Landlord
                           may make a good faith estimate of the Excess to be
                           due by Tenant for any calendar year or part thereof
                           during the Term, and, unless Landlord delivers to
                           Tenant a revision of the estimated Excess, Tenant
                           shall pay to Landlord, on January 1, 2000, and on the
                           first day of each calendar month thereafter, an
                           amount equal to the estimated Excess for such
                           calendar year or part thereof divided by the number
                           of months in such calendar year during the Term. From
                           time to time during any calendar year, Landlord may
                           estimate and re-estimate the Excess to be due by
                           Tenant for that calendar year and deliver a copy of
                           the estimate or re-estimate to Tenant. Thereafter,
                           the monthly installments of Excess payable by Tenant
                           shall be appropriately adjusted in accordance with
                           the estimations so that, by the end of the calendar
                           year in question, Tenant shall have paid all of the
                           Excess as estimated by Landlord. Any amounts paid
                           based on such an estimate shall be subject to
                           adjustment pursuant to Section 4.e when actual Basic
                           Cost is available for each calendar year.
                           Notwithstanding anything contained in this Lease to
                           the contrary, Tent shall not be liable for Excess
                           during the first (1st) six (6) months following the
                           Commencement Date.

                                    c. Basic Cost Definition. For the purposes
                           of this Lease, the term "Basic Cost" shall mean all
                           reasonable expenses and disbursements of every kind
                           (subject to the limitations set forth below) and net
                           of any reimbursements or credits which Landlord
                           incurs, pays or becomes obligated to pay in
                           connection with the ownership, operation, and
                           maintenance of the Building (including the associated
                           parking facilities), determined in accordance with
                           generally accepted federal income tax basis
                           accounting principles consistently applied, including
                           but not limited to the following:

                                             (i) Wages and salaries (including
                                    management fees) of all employees to the
                                    extent engaged in the operation, repair,
                                    replacement, maintenance, and security of
                                    the Building, including taxes, insurance and
                                    benefits relating thereto;

                                             (ii) All supplies and materials
                                    used in the operation, maintenance, repair,
                                    replacement, and security of the Building;

                                             (iii) Annual cost of all capital
                                    improvements made to the Building which
                                    although capital in nature can reasonably be
                                    expected to reduce the normal operating
                                    costs of the Building, as well as all
                                    capital improvements made in order to comply
                                    with any law promulgated by any governmental
                                    authority after the Commencement Date
                                    hereof, as amortized over the useful
                                    economic life of such improvements as
                                    determined by Landlord in its reasonable
                                    discretion (without regard to the period
                                    over which such improvements may be
                                    depreciated or amortized for federal income
                                    tax purposes);

                                             (iv) Cost of all electricity, water
                                    and other utilities, other than the cost of
                                    utilities directly reimbursed to Landlord
                                    (i.e., through submeters or comparable
                                    devices) by the Building's tenants;

                                             (v) Cost of any insurance or
                                    insurance related expense applicable to the
                                    Building and Landlord's personal property
                                    used in connection therewith;

                                             (vi) All taxes and assessments and
                                    governmental charges whether federal, state,
                                    county or municipal, and whether they be by
                                    taxing or




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                                    management districts or authorities
                                    presently taxing or by others, subsequently
                                    created or otherwise, and any other taxes
                                    and assessments attributable to the Building
                                    (or its operation), and the grounds, parking
                                    areas, driveways, and alleys around the
                                    Building, excluding, however, federal and
                                    state taxes on income (collectively,
                                    "Taxes"); if the present method of taxation
                                    changes so that in lieu of the whole or any
                                    part of any Taxes levied on the Land or
                                    Building, there is levied on Landlord a
                                    capital tax directly on the rents received
                                    therefrom or a franchise tax, assessment, or
                                    charge based, in whole or in part, upon such
                                    rents for the Building, then all such taxes,
                                    assessments, or charges, or the part thereof
                                    so based, shall be deemed to be included
                                    within the term "Taxes" for the purposes
                                    hereof;

                                             (vii) Cost of repairs,
                                    replacements, and general maintenance of the
                                    Building, including repair, replacement, and
                                    general maintenance of the roof, foundation
                                    and exterior walls of the Building; and

                                             (viii) Cost of routine service or
                                    maintenance contracts with independent
                                    contractors for the operation, maintenance,
                                    repair, replacement, or security of the
                                    Building (including, without limitation,
                                    alarm service, window cleaning, and elevator
                                    maintenance).

                           There are specifically excluded from the definition
                           of the term "Basic Cost" costs (1) for capital
                           improvements made to the Building, other than capital
                           improvements described in subparagraph (iii) above
                           and except for items which, though capital for
                           accounting purposes, are properly considered
                           maintenance and repair items, such as painting of
                           common areas, replacement of carpet in elevator
                           lobbies, and the like; (2) for repair, replacements
                           and general maintenance paid by proceeds of insurance
                           or by Tenant or other third parties, and alterations
                           attributable solely to tenants of the Building other
                           than Tenant; (3) for interest, amortization or other
                           payments on loans to Landlord; (4) for depreciation
                           of the Building and Landlord's personal property; (5)
                           for leasing commissions, allowances and concessions,
                           marketing costs, lease takeover costs, moving costs
                           and other costs incurred solely in order to lease
                           space in the Building; (6) for legal expenses, other
                           than those incurred for the general benefit of the
                           Building's tenants (e.g., tax disputes); (7) for
                           renovating or otherwise improving space for occupants
                           of the Building or vacant space in the Building; (8)
                           for federal income taxes imposed on or measured by
                           the income of Landlord from the operation of the
                           Building; (9) for any ground leases affecting the
                           Building; (10) for services provided by Landlord's
                           affiliates to the extent in excess of that which
                           would be incurred in an arms length transaction; (11)
                           expenses for which Landlord is actually reimbursed
                           through proceeds of insurance, agreements of
                           indemnity, surety bonds or guaranties incurred by
                           Landlord as a result of a fire or other casualty or
                           as a result of a taking by way of eminent domain;
                           (12) legal expenses incurred in the negotiation,
                           enforcement and termination of tenant leases; (13)
                           fines or penalties incurred by Landlord with respect
                           to any violations by Landlord or the Building or Land
                           arising before the date hereof; (14) all expenses for
                           which Landlord receives reimbursement, other than
                           tenants reimbursement of Basic Costs; (15) expenses
                           incurred by Landlord in its capacity as a
                           corporation, partnership or other business entity and
                           not because of or in connection with Landlord's
                           management, maintenance, repair or operation of the
                           Property; (16) wages, salaries and other expenses or
                           compensation paid to employees of Landlord or
                           Landlord's managing agent above the grade of building
                           superintendent; any management, administrative or
                           overhead fee or similar fee exceeding, in the
                           aggregate, five percent (5%) of the gross monthly
                           collections of the Building; (17) expenses in
                           connection with services or other benefits of a type
                           which are not provided or available to Tenant but
                           which are provided to another tenant of the Building
                           or to some other third party; (18) ground lease
                           rentals, principal or interest payments, refinancing
                           charges or points, or penalties resulting from late
                           payments by


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                           the Landlord, or depreciation; (19) costs incurred in
                           connection with the cure or correction of latent
                           defects (as opposed to the cost of normal repair,
                           maintenance and replacement expected with the
                           construction materials and equipment installed in the
                           Building in light of their specification) at the
                           Building and cost incurred in connection with the
                           removal of asbestos from the Building; (20)
                           franchise, income or other taxes measured or
                           determined based upon Landlord's income except to the
                           extent imposed in lieu of all or any part of Taxes;
                           (21) any particular item or service for which Tenant
                           otherwise reimburses Landlord by direct payment; and
                           (22) any fines or penalties incurred due to actual or
                           alleged violations by Landlord of any governmental
                           rule or authority.

                                    d. Annual Cost Statement. By April 1 of each
                           calendar year, or as soon thereafter as practicable,
                           Landlord shall furnish to Tenant a statement of
                           Landlord's actual Basic Cost (the "Annual Cost
                           Statement") for the previous year adjusted as
                           provided in Section 4e. If the Annual Cost Statement
                           reveals that Tenant paid more for Basic Cost than the
                           actual Excess, each in the year for which such
                           statement was prepared, then Landlord shall promptly
                           credit or reimburse Tenant such excess; likewise, if
                           Tenant paid less than the actual Excess, then Tenant
                           shall promptly pay Landlord such deficiency.

                                    e. Adjustments to Basic Cost. With respect
                           to any calendar year or partial calendar year
                           (including the Base Year) in which the Building is
                           not occupied to the extent of ninety-five percent
                           (95%) of the rentable area thereof, the Basic Cost
                           (except costs not affected by occupancy) for such
                           period shall, for the purposes hereof, be increased
                           to the amount which would have been incurred had the
                           Building been occupied to the extent of ninety-five
                           percent (95%) of the rentable area thereof.

                                    f. Audit. Tenant shall have the right to
                           inspect Landlord's records at Landlord's office upon
                           at least seventy-two (72) hours' prior notice during
                           normal business hours during the ninety (90) days
                           following the respective delivery of any such report.
                           The results of any such inspection shall be kept
                           strictly confidential by Tenant and its agents, and
                           Tenant must agree to such confidentiality
                           restrictions and shall specifically agree that the
                           results shall not be made available to any other
                           tenant of the Building. Unless Tenant sends to
                           Landlord any written exception to either such report
                           within said ninety (90) day period, such report shall
                           be deemed final and accepted by Tenant. Tenant shall
                           pay the amount shown on both reports in the manner
                           prescribed in the Lease, whether or not Tenant takes
                           any such written exception, without any prejudice to
                           such exception. If Tenant makes a timely exception,
                           Landlord shall cause its independent certified public
                           accountant to issue a final and conclusive resolution
                           of Tenant's exception. Tenant shall pay the cost of
                           such certification unless Landlord's original
                           determination of annual Basic Cost overstated the
                           amounts thereof by more than five percent (5%).

DELINQUENT
PAYMENT;
HANDLING CHARGES                    5. All payments required of Tenant hereunder
                           shall bear interest from the date due and the
                           expiration of any applicable cure period until paid
                           at the maximum lawful rate. Alternatively, Landlord
                           may charge Tenant a fee equal to eight percent (8%)
                           of a delinquent payment to reimburse Landlord for its
                           cost and inconvenience incurred as a consequence of
                           Tenant's delinquency. In no event, however, shall the
                           charges permitted under this Section 5 or elsewhere
                           in this Lease, to the extent the same are considered
                           to be interest under applicable law, exceed the
                           maximum lawful rate of interest.



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SECURITY DEPOSIT                    6. If Tenant at any time delivers a Security
                           Deposit to Landlord, such Security Deposit shall be
                           held by Landlord without liability for interest and
                           as security for the performance by Tenant of its
                           obligations under this Lease. The Security Deposit is
                           not an advance payment of Rent or a measure or limit
                           of Landlord's damages upon an Event of Default
                           (defined below). Landlord may, from time to time and
                           without prejudice to any other remedy, use all or a
                           part of the Security Deposit to perform any
                           obligation which Tenant was obligated, but failed, to
                           perform hereunder. Following any such application of
                           the Security Deposit, Tenant shall pay to Landlord on
                           demand the amount so applied in order to restore the
                           Security Deposit to its original amount. Within
                           ninety (90) days after the expiration of the Term,
                           provided Tenant has performed all of its obligations
                           hereunder, Landlord shall return to Tenant the
                           balance of the Security Deposit not applied to
                           satisfy Tenant's obligations. If Landlord transfers
                           its interest in the Premises, then Landlord may
                           assign the Security Deposit to the transferee and
                           Landlord thereafter shall have no further liability
                           for the return of the Security Deposit.

LANDLORD'S
OBLIGATIONS                         7. a. Services. Provided no Event of Default
                           exists, Landlord shall use all reasonable efforts to
                           furnish to Tenant (i) water (hot and cold) at those
                           points of supply provided for general use of tenants
                           of the Building; (ii) heated and refrigerated air
                           conditioning as appropriate, at such times as
                           Landlord normally furnishes these services to all
                           tenants of the Building, and at such temperatures and
                           in such amounts as are reasonably considered by
                           Landlord to be standard; (iii) janitorial service to
                           the Premises on weekdays other than holidays for
                           Building-standard installations (Landlord reserves
                           the right to bill Tenant separately for extra
                           janitorial service required for non-standard
                           installations) and such window washing as may from
                           time to time in Landlord's judgment be reasonably
                           required; (iv) elevators for ingress and egress to
                           the floor on which the Premises are located, in
                           common with other tenants, provided that Landlord may
                           reasonably limit the number of elevators to be in
                           operation at times other than during customary
                           business hours and on holidays; (v) replacement of
                           Building-standard light bulbs and fluorescent tubes
                           at the Premises, provided that Landlord's standard
                           charge for such bulbs and tubes shall be paid by
                           Tenant; and (vi) electrical current during normal
                           business hours other than for any equipment that
                           requires more than 110 volts, or other equipment
                           whose electrical energy consumption exceeds normal
                           office usage. Landlord shall maintain the common
                           areas of the Building in reasonably good order and
                           condition, except for damage occasioned by Tenant, or
                           its employees, agents or invitees. If Tenant desires
                           any of the services specified in this Section 7.a at
                           any time other than times herein designated, such
                           services shall be supplied to Tenant upon the written
                           request of Tenant delivered to Landlord before 3:00
                           p.m. on the business day preceding such extra usage,
                           and Tenant shall pay to Landlord the reasonable cost
                           of such services within ten days after Landlord has
                           delivered to Tenant an invoice therefor.

                                    b. Excess Utility Use. Landlord shall use
                           reasonable efforts to furnish electrical current for
                           computers, electronic data processing equipment,
                           special lighting, equipment that requires more than
                           110 volts, or other equipment whose electrical energy
                           consumption exceeds normal office usage through the
                           then-existing feeders and risers serving the Building
                           and the Premises, and Tenant shall pay to Landlord
                           the reasonable cost of such service within ten days
                           after Landlord has delivered to Tenant an invoice
                           therefor. Landlord may determine the amount of such
                           additional consumption and potential consumption by
                           either or both: (i) a survey of standard or average
                           tenant usage of electricity in the Building performed
                           by a reputable consultant selected by Landlord and
                           reasonably acceptable to Tenant and paid for by
                           Tenant; or (ii) a separate meter in the Premises
                           installed, maintained, and read by Landlord, at
                           Tenant's expense. Tenant shall not install any
                           electrical equipment requiring special wiring or
                           requiring voltage in excess of 110 volts or otherwise





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                           exceeding Building capacity unless approved in
                           advance by Landlord. Landlord acknowledges that
                           Tenant will install a data center subject to the
                           requirements set forth in this Section 7.b. except
                           for the requirement that Landlord has written notice
                           thereof. The use of electricity in the Premises shall
                           not exceed the capacity of existing feeders and
                           risers to or wiring in the Premises. Any risers or
                           wiring required to meet Tenant's excess electrical
                           requirements shall, upon Tenant's written request, be
                           installed by Landlord, at Tenant's cost, if, in
                           Landlord's sole and absolute judgment, the same are
                           necessary and shall not cause permanent damage or
                           injury to the Building or the Premises, cause or
                           create a dangerous or hazardous condition, entail
                           excessive or unreasonable alterations, repairs, or
                           expenses, or interfere with or disturb other tenants
                           of the Building. If Tenant uses machines or equipment
                           (other than general office machines, excluding
                           computers and electronic data processing equipment)
                           in the Premises which affect the temperature
                           otherwise maintained by the air conditioning system
                           or otherwise overload any utility, Landlord may
                           install supplemental air conditioning units or other
                           supplemental equipment in the Premises, and the
                           reasonable cost thereof, including the cost of
                           installation, operation, use, and maintenance, shall
                           be paid by Tenant to Landlord within ten days after
                           Landlord has delivered to Tenant an invoice therefor.

                                    c. Discontinuance. Landlord's obligation to
                           furnish services under Section 7.a shall be subject
                           to the rules and regulations of the supplier of such
                           services and governmental rules and regulations.
                           Landlord may, upon not less than 5 days' prior
                           written notice to Tenant, discontinue any such
                           service to the Premises, provided Landlord first
                           arranges for a direct connection thereof through the
                           supplier of such service. Tenant shall, however, be
                           responsible for contracting with the supplier of such
                           service and for paying all deposits for, and costs
                           relating to, such service.

                                    d. Restoration of Services; Abatement.
                           Landlord shall use reasonable efforts to restore any
                           service that becomes unavailable; however, such
                           unavailability shall not render Landlord liable for
                           any damages caused thereby, be a constructive
                           eviction of Tenant, constitute a breach of any
                           implied warranty, or, except as provided in the next
                           sentence, entitle Tenant to any abatement of Tenant's
                           obligations hereunder. However, if Tenant is
                           prevented from making reasonable use of the Premises
                           for more than 10 consecutive days because of the
                           unavailability of any such service, Tenant shall, as
                           its exclusive remedy therefor, be entitled to a
                           reasonable abatement of Rent for each consecutive day
                           (after such 10-day period) that Tenant is so
                           prevented from making reasonable use of the Premises.

                                    e. Year 2000 Disclaimer. Except for Tenant's
                           remedy of rental abatement in accordance with Section
                           7(d) above, Landlord hereby disclaims any liability
                           for any and all damages, injuries or other losses,
                           whether ordinary, special, consequential, punitive or
                           otherwise, arising out of, relating to or in
                           connection with (a) the failure of any automated,
                           computerized and/or software system or other
                           technology used in, or about the Building or relating
                           to the management or operation of the Building to
                           accurately receive, provide or process date/time data
                           (including, but not limited to, calculating,
                           comparing and sequencing) both before and after
                           September 9, 1999 and before, after, during and
                           between the years 1999 A.D. and 2000 A.D., and lease
                           year calculations; and/or (b) the malfunction,
                           ceasing to function or providing of invalid or
                           incorrect results by any such technology as a result
                           of date/time data. The foregoing disclaimer shall
                           apply to any such technology used in, on, or about
                           the Building or that affects the Building, whether or
                           not such technology is within the control of Landlord
                           or any of Landlord's agents or representatives. THE
                           FOREGOING DISCLAIMER INCLUDES A DISCLAIMER OF ALL
                           WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED,
                           WITH RESPECT TO THE MATTERS DESCRIBED HEREIN,
                           INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
                           FITNESS FOR A PARTICULAR PURPOSE.




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IMPROVEMENTS;
ALTERATIONS;
REPAIRS;
MAINTENANCE                         8. a. Improvements; Alterations.
                           Improvements to the Premises shall be installed at
                           the expense of Tenant only in accordance with plans
                           and specifications which have been previously
                           submitted to and approved in writing by Landlord.
                           After the initial Tenant improvements are made, no
                           alterations or physical additions in or to the
                           Premises may be made without Landlord's prior written
                           consent. Tenant shall not paint or install lighting
                           or decorations, signs, window or door lettering, or
                           advertising media of any type on or about the
                           Premises without the prior written consent of
                           Landlord, which approval shall not be unreasonably
                           withheld or delayed. All alterations, additions, or
                           improvements (whether temporary or permanent in
                           character, and including without limitation all
                           air-conditioning equipment and all other equipment
                           that is in any manner connected to the Building's
                           plumbing system) made in or upon the Premises, either
                           by Landlord or Tenant, shall be Landlord's property
                           at the end of the Term and shall remain on the
                           Premises without compensation to Tenant; provided,
                           however, if Tenant obtains Landlord's prior written
                           approval, Tenant shall have the right to remove trade
                           fixtures and Tenant-installed improvements during the
                           Term so long as Tenant repairs any damage caused by
                           removal. Approval by Landlord of any of Tenant's
                           drawings and plans and specifications prepared in
                           connection with any improvements in the Premises
                           shall not constitute a representation or warranty of
                           Landlord as to the adequacy or sufficiency of such
                           drawings, plans and specifications, or the
                           improvements to which they relate, for any use,
                           purpose, or condition, but such approval shall merely
                           be the consent of Landlord as required hereunder.
                           Notwithstanding anything in this Lease to the
                           contrary, Tenant shall be responsible for the cost of
                           all work required to comply with the retrofit
                           requirements of the Americans with Disabilities Act
                           of 1990, and all rules, regulations, and guidelines
                           promulgated thereunder, as the same may be amended
                           from time to time, necessitated by any installations,
                           additions, or alterations made in or to the Premises
                           at the request of or by Tenant or by Tenant's use of
                           the Premises (other than retrofit work whose cost has
                           been particularly identified as being payable by
                           Landlord in an instrument signed by Landlord and
                           Tenant), regardless of whether such cost is incurred
                           in connection with retrofit work required in the
                           Premises (including the Work described in Exhibit D)
                           or in other areas of the Building.

                                    b. Repairs; Maintenance. Tenant shall
                           maintain the Premises in a clean, safe, operable,
                           attractive condition, and shall not permit or allow
                           to remain any waste or damage to any portion of the
                           Premises. Landlord shall not be responsible for
                           cleaning the Premises except as set forth in this
                           Lease. Tenant shall repair or replace, subject to
                           Landlord's direction and supervision, any damage to
                           the Building caused by Tenant or Tenant's agents,
                           contractors, or invitees. If Tenant fails to make
                           such repairs or replacements within 10 days after the
                           occurrence of such damage, then Landlord may make the
                           same at Tenant's reasonable cost. In lieu of having
                           Tenant repair any such damage outside of the
                           Premises, Landlord may repair such damage at Tenant's
                           reasonable cost. The reasonable cost of any repair or
                           replacement work performed by Landlord under this
                           Section 8 shall be paid by Tenant to Landlord within
                           ten days after Landlord has delivered to Tenant an
                           invoice therefor.

                                    c. Performance of Work. All work described
                           in this Section 8 shall be performed only by Landlord
                           or by contractors and subcontractors approved in
                           writing by Landlord, which approval shall not be
                           unreasonably withheld or delayed. Tenant shall cause
                           all contractors and subcontractors to procure and
                           maintain insurance coverage against such risks, in
                           such amounts, and with such companies as Landlord may
                           reasonably require, and to procure payment and
                           performance bonds reasonably




                                      -7-
<PAGE>

                           satisfactory to Landlord covering the cost of the
                           work. All such work shall be performed in accordance
                           with all legal requirements and in a good and
                           workmanlike manner so as not to damage the Premises,
                           the primary structure or structural qualities of the
                           Building, or plumbing, electrical lines, or other
                           utility transmission facility. All such work which
                           may affect the HVAC, electrical system, or plumbing
                           must be approved by the Building's engineer of
                           record.

                                    d. Mechanic's Liens. Tenant shall not permit
                           any mechanic's liens to be filed against the Premises
                           or the Building for any work performed, materials
                           furnished, or obligation incurred by or at the
                           request of Tenant. If such a lien is filed, then
                           Tenant shall, within ten days after Landlord has
                           delivered notice of the filing to Tenant, either pay
                           the amount of the lien or diligently contest such
                           lien and deliver to Landlord a bond or other security
                           reasonably satisfactory to Landlord. If Tenant fails
                           to timely take either such action, then Landlord may
                           pay the lien claim without inquiry as to the validity
                           thereof, and any amounts so paid, including expenses
                           and interest, shall be paid by Tenant to Landlord
                           within ten days after Landlord has delivered to
                           Tenant an invoice therefor.

USE                                 9. Tenant shall continuously occupy and use
                           the Premises only for the Permitted Use and shall
                           comply with all laws, orders, rules, and regulations
                           relating to the use, condition, and occupancy of the
                           Premises. The Premises shall not be used for any use
                           which is disreputable or creates extraordinary fire
                           hazards or results in an increased rate of insurance
                           on the Building or its contents or the storage of any
                           hazardous materials or substances. If, because of
                           Tenant's acts, the rate of insurance on the Building
                           or its contents increases, then such acts shall be an
                           Event of Default, Tenant shall pay to Landlord the
                           amount of such increase on demand, and acceptance of
                           such payment shall not constitute a waiver of any of
                           Landlord's other rights. Tenant shall conduct its
                           business and control its agents, employees, and
                           invitees in such a manner as not to create any
                           nuisance or unreasonably interfere with other tenants
                           or Landlord in its management of the Building.

ASSIGNMENT AND
SUBLETTING                          10. a. Transfers; Consent. Tenant shall not,
                           without the prior written consent of Landlord (which
                           Landlord agrees will not be unreasonably withheld or
                           delayed), (i) advertise that any portion of the
                           Premises is available for lease; (ii) assign,
                           transfer, or encumber this Lease or any estate or
                           interest herein, whether directly or by operation of
                           law, (iii) if Tenant is an entity other than a
                           corporation whose stock is publicly traded, permit
                           the transfer of an ownership interest in Tenant so as
                           to result in a change in the current control of
                           Tenant, (iv) sublet any portion of the Premises
                           without Landlord's consent, not to be unreasonably
                           withheld or delayed, (v) grant any license,
                           concession, or other right of occupancy of any
                           portion of the Premises, or (vi) permit the use of
                           the Premises by any parties other than Tenant (any of
                           the events listed in clauses (ii) through (vi) being
                           a "Transfer"). If Tenant requests Landlord's consent
                           to a Transfer, then Tenant shall provide Landlord
                           with a written description of all material terms and
                           conditions of the proposed Transfer, copies of the
                           proposed documentation, and the following information
                           about the proposed transferee: name and address;
                           reasonably satisfactory information about its
                           business and business history; its proposed use of
                           the Premises; banking, financial, and other credit
                           information; and general references sufficient to
                           enable Landlord to determine the proposed
                           transferee's creditworthiness and character. Tenant
                           shall reimburse Landlord for its reasonable
                           attorneys' fees and other expenses incurred in
                           connection with considering any request for its
                           consent to a Transfer. If Landlord consents to a
                           proposed Transfer, then the proposed transferee shall
                           deliver to Landlord a written agreement whereby it
                           expressly assumes the Tenant's obligations hereunder;
                           however, any transferee of less than all of the space
                           in the Premises shall be liable only for obligations
                           under this Lease that are properly allocable to the
                           space subject to the




                                      -8-
<PAGE>

                           Transfer, and only to the extent of the rent it has
                           agreed to pay Tenant therefor. Landlord's consent to
                           a Transfer shall not release Tenant from performing
                           its obligations under this Lease, but rather Tenant
                           and its transferee shall be jointly and severally
                           liable therefor. Landlord's consent to any Transfer
                           shall not waive Landlord's rights as to any
                           subsequent Transfers. If an Event of Default occurs
                           while the Premises or any part thereof are subject to
                           a Transfer, then Landlord, in addition to its other
                           remedies, may collect, as long as such Event of
                           Default remains uncured, directly from such
                           transferee all rents becoming due to Tenant and apply
                           such rents against Rent. Tenant authorizes its
                           transferees to make payments of rent directly to
                           Landlord upon receipt of notice from Landlord to do
                           so.

                                    b. Cancellation. Except as provided in
                           paragraph 10.d. below, Landlord may, within 15 days
                           after submission of Tenant's written request for
                           Landlord's consent to a Transfer, cancel this Lease
                           (or, as to a subletting or assignment, cancel as to
                           the portion of the Premises proposed to be sublet or
                           assigned) as of the date the proposed Transfer was to
                           be effective. If Landlord cancels this Lease as to
                           any portion of the Premises, then this Lease shall
                           cease for such portion of the Premises and Tenant
                           shall pay to Landlord all Rent accrued through the
                           cancellation date relating to the portion of the
                           Premises covered by the proposed Transfer and all
                           brokerage commissions paid or payable by Landlord in
                           connection with this Lease that are allocable to such
                           portion of the Premises. Thereafter, Landlord may
                           lease such portion of the Premises to the prospective
                           transferee (or to any other person) without liability
                           to Tenant.

                                    c. Additional Compensation. Except as
                           provided in paragraph 10.d. below, Tenant shall pay
                           to Landlord, immediately upon receipt thereof, fifty
                           percent (50%) of all compensation (less Tenant's
                           actual reasonable expenses associated therewith)
                           received by Tenant for a Transfer that exceeds the
                           Basic Rental and Tenant's share of Excess allocable
                           to the portion of the Premises covered thereby.

                                    d. Related Entity. If no default on the part
                           of Tenant has occurred and is continuing, Tenant may
                           assign this Lease to an entity into which Tenant is
                           merged or consolidated, to an entity to which
                           substantially all of Tenant's assets are transferred
                           or to a Related Entity (hereinafter defined), without
                           first obtaining Landlord's written consent, if Tenant
                           notifies Landlord at least ten (10) business days
                           prior to the proposed transaction, providing
                           information reasonably satisfactory to Landlord in
                           order to determine the net worth both of the
                           successor entity and of Tenant immediately prior to
                           such assignment, and showing the net worth of the
                           successor to be sufficient to pay all rental
                           obligations under this Lease. As used herein,
                           "Related Entity" means a parent or subsidiary
                           corporation or any corporation under the common
                           control of the owner of the controlling interest of
                           the undersigned Tenant's voting common stock.

INSURANCE; WAIVERS;
SUBROGATION; INDEMNITY              11. a. Insurance. Tenant shall at its
                           expense procure and maintain throughout the Term the
                           following insurance policies: (i) comprehensive
                           general liability insurance in amounts of not less
                           than a combined single limit of $4,000,000 (the
                           "Initial Liability Insurance Amount") or such other
                           amounts as Landlord may from time to time reasonably
                           require, insuring Tenant, Landlord, and Landlord's
                           agents against all liability for injury to or death
                           of a person or persons or damage to property arising
                           from the use and occupancy of the Premises, (ii)
                           contractual liability insurance coverage sufficient
                           to cover Tenant's indemnity obligations hereunder,
                           (iii) insurance covering the full value of Tenant's
                           property and improvements, and




                                      -9-
<PAGE>

                           other property (including property of others), in the
                           Premises, and (iv) business interruption insurance.
                           Tenant's insurance shall provide primary coverage to
                           Landlord when any policy issued to Landlord provides
                           duplicate or similar coverage, and in such
                           circumstance Landlord's policy will be excess over
                           Tenant's policy. Tenant shall furnish certificates of
                           such insurance and such other evidence satisfactory
                           to Landlord of the maintenance of all insurance
                           coverages required hereunder, and Tenant shall obtain
                           a written obligation on the part of each insurance
                           company to notify Landlord at least 30 days before
                           cancellation or a material change of any such
                           insurance. All such insurance policies shall be in
                           form, and issued by companies, reasonably
                           satisfactory to Landlord.

                                    b. Waiver; No Subrogation. Landlord shall
                           not be liable to Tenant or those claiming by,
                           through, or under Tenant for any injury to or death
                           of any person or persons or the damage to or theft,
                           destruction, loss, or loss of use of any property (a
                           "Loss") caused by casualty, theft, fire, third
                           parties, or any other matter beyond the control of
                           Landlord, or for any injury or damage or
                           inconvenience which may arise through repair or
                           alteration of any part of the Building, or failure to
                           make repairs, or from any other cause, except if such
                           Loss is caused by Landlord's negligence or
                           misconduct. Landlord and Tenant each waives any claim
                           it might have against the other for any damage to or
                           theft, destruction, loss, or loss of use of any
                           property, to the extent the same is insured against
                           under any insurance policy that covers the Building,
                           the Premises, Landlord's or Tenant's fixtures,
                           personal property, leasehold improvements, or
                           business, or, in the case of Tenant's waiver, is
                           required to be insured against under the terms
                           hereof, regardless of whether the negligence or fault
                           of the other party caused such loss. Each party shall
                           cause its insurance carrier to endorse all applicable
                           policies waiving the carrier's rights of recovery
                           under subrogation or otherwise against the other
                           party.

                                    c. Indemnity. Subject to Section 11.b,
                           Tenant shall defend, indemnify, and hold harmless
                           Landlord and its agents from and against all claims,
                           demands, liabilities, causes of action, suits,
                           judgments, and expenses (including attorneys' fees)
                           for any Loss arising from any occurrence on the
                           Premises or from Tenant's failure to perform its
                           obligations under this Lease (other than a Loss
                           arising from the negligence or willful misconduct of
                           Landlord or its agents or employees). Landlord shall
                           indemnify, defend and hold harmless Tenant and its
                           officers, directors, employees and agents against any
                           claim by any third party for damage to person or
                           Premises or from any other act or omission or
                           negligence of Landlord or any of Landlord's employees
                           or agents. Landlord's obligations under this section
                           shall survive the termination of this Lease. This
                           indemnity provision shall survive termination or
                           expiration of this Lease.

                                    d. Landlord's Insurance. Landlord shall
                           maintain "All-Risk" property insurance at replacement
                           cost, including loss of rents, on the Building, and
                           Commercial General Liability insurance policies
                           covering the common areas of the Building, each with
                           such terms, coverages and conditions as are normally
                           carried by reasonably prudent owners of properties
                           similar to the Building.

SUBORDINATION
ATTORNMENT;
NOTICE TO
LANDLORD'S
MORTGAGEE                           12. a. Subordination. This Lease shall be
                           subordinate to any deed of trust, mortgage, or other
                           security instrument (a "Mortgage"), or any ground
                           lease, master lease, or primary lease (a "Primary
                           Lease"), that now or hereafter covers all or any part
                           of the Premises (the mortgagee under any Mortgage or
                           the lessor under any Primary Lease is referred to
                           herein as "Landlord's Mortgagee"). Landlord's




                                      -10-
<PAGE>

                           Mortgagee may at any time, without notice to or
                           consent of Tenant, elect to subordinate any such
                           Mortgage or Primary Lease to this Lease.

                                    b. Attornment. Tenant shall attorn to any
                           party succeeding to Landlord's interest in the
                           Premises, whether by purchase, foreclosure, deed in
                           lieu of foreclosure, power of sale, termination of
                           lease, or otherwise, upon such party's request, and
                           shall execute such agreements confirming such
                           attornment as such party may reasonably request. At
                           any time that the Building is made subject to any
                           ground lease or mortgage, Landlord shall cause the
                           mortgagee or ground lessor to deliver to Tenant a
                           non-disturbance agreement reasonably acceptable to
                           Tenant, providing that so long as Tenant is not in
                           default under this Lease after the expiration of any
                           applicable notice and cure periods, Tenant may remain
                           in possession of the Premises under the terms of this
                           Lease, even if the ground lessor should terminate the
                           ground lease or if the mortgagee or its successor
                           should acquire Landlord's title to the Building.

                                    c. Notice to Landlord's Mortgagee. Tenant
                           shall not seek to enforce any remedy it may have for
                           any default on the part of the Landlord without first
                           giving written notice by certified mail, return
                           receipt requested, specifying the default in
                           reasonable detail, to any Landlord's Mortgagee whose
                           address has been given to Tenant, and affording such
                           Landlord's Mortgagee a reasonable opportunity to
                           perform Landlord's obligations hereunder.

RULES AND REGULATIONS               13. Tenant shall comply with the rules and
                           regulations of the Building which are attached hereto
                           as Exhibit B. Landlord may, from time to time, change
                           such rules and regulations for the safety, care, or
                           cleanliness of the Building and related facilities,
                           provided that such changes are applicable to all
                           tenants of the Building and will not unreasonably
                           interfere with Tenant's use of the Premises. Tenant
                           shall be responsible for the compliance with such
                           rules and regulations by its employees, agents, and
                           invitees.

CONDEMNATION                        14. a. Taking - Landlord's and Tenant's
                           Rights. If any part of the Building is taken by right
                           of eminent domain or conveyed in lieu thereof (a
                           "Taking"), and such Taking prevents Tenant from
                           conducting its business in the Premises in a manner
                           reasonably comparable to that conducted immediately
                           before such Taking, then Landlord may, at its
                           expense, relocate Tenant to office space reasonably
                           comparable to the Premises and reasonably acceptable
                           to Tenant, provided that Landlord notifies Tenant of
                           its intention to do so within 60 days after the
                           Taking. Such relocation may be for a portion of the
                           remaining Term or the entire Term. Landlord shall
                           complete any such relocation within 120 days after
                           Landlord has notified Tenant of its intention to
                           relocate Tenant. If Landlord does not elect to
                           relocate Tenant following such Taking, or if the new
                           premises is not reasonably acceptable to Tenant, then
                           Tenant may terminate this Lease as of the date of
                           such Taking by giving written notice to Landlord
                           within 90 days after the Taking, and Rent shall be
                           apportioned as of the date of such Taking. If
                           Landlord does not relocate Tenant and Tenant does not
                           terminate this Lease, then Rent shall be abated from
                           the date of such Taking on a reasonable basis as to
                           that portion of the Premises rendered untenantable by
                           the Taking.

                                    b. Taking - Landlord's Rights. If any
                           material portion, but less than all, of the Building
                           becomes subject to a Taking, or if Landlord is
                           required to pay any of the proceeds received for a
                           Taking to Landlord's Mortgagee, then this Lease, at
                           the option of Landlord, exercised by written notice
                           to Tenant within 120 days after such Taking, shall
                           terminate and Rent shall be apportioned as of the
                           date of such Taking. If Landlord does not so
                           terminate this Lease and Tenant is not relocated,
                           then this Lease will continue, but if any portion of
                           the Premises has been taken, Rent shall abate as
                           provided in the last sentence of Section 14.a.


                                      -11-
<PAGE>

                                    c. Award. If any Taking occurs, then
                           Landlord shall receive the entire award or other
                           compensation for the Land, the Building, and other
                           improvements taken, and Tenant may separately pursue
                           a claim against the condemnor for the value of
                           Tenant's personal property which Tenant is entitled
                           to remove under this Lease, moving costs, loss of
                           business, and other claims it may have.

FIRE OR OTHER
CASUALTY                            15. a. Repair Estimate. If the Premises or
                           the Building are damaged by fire or other casualty (a
                           "Casualty"), Landlord shall, within 120 days after
                           such Casualty, deliver to Tenant a good faith
                           estimate (the "Damage Notice") of the time needed to
                           repair the damage caused by such Casualty.

                                    b. Landlord's and Tenant's Rights. If a
                           material portion of the Premises or the Building is
                           damaged by Casualty such that Tenant is prevented
                           from conducting its business in the Premises in a
                           manner reasonably comparable to that conducted
                           immediately before such Casualty and Landlord
                           estimates that the damage caused thereby cannot be
                           repaired within 180 days after the commencement of
                           repair, then Landlord may, at its expense, relocate
                           Tenant to office space reasonably comparable to the
                           Premises and reasonably acceptable to Tenant,
                           provided that Landlord notifies Tenant of its
                           intention to do so in the Damage Notice. Such
                           relocation may be for a portion of the remaining Term
                           or the entire Term. Landlord shall complete any such
                           relocation within 180 days after Landlord has
                           delivered the Damage Notice to Tenant. If Landlord
                           does not elect to relocate Tenant following such
                           Casualty, or if the new premises is not reasonably
                           acceptable to Tenant, then Tenant may terminate this
                           Lease by delivering written notice to Landlord of its
                           election to terminate within 30 days after the Damage
                           Notice has been delivered to Tenant and Rent shall be
                           apportioned from the date of such Casualty. If
                           Landlord does not relocate Tenant and Tenant does not
                           terminate this Lease, then (subject to Landlord's
                           rights under Section 15.c) Landlord shall repair the
                           Building or the Premises, as the case may be, as
                           provided below, and Rent for the portion of the
                           Premises rendered untenantable by the damage shall be
                           abated on a reasonable basis from the date of damage
                           until the completion of the repair, unless Tenant
                           caused such damage, in which case, Tenant shall
                           continue to pay Rent without abatement.

                                    c. Landlord's Rights. If a Casualty damages
                           a material portion of the Building, and Landlord
                           makes a good faith determination that restoring the
                           Premises would be uneconomical, or if Landlord is
                           required to pay any insurance proceeds arising out of
                           the Casualty to Landlord's Mortgagee, then Landlord
                           may terminate this Lease by giving written notice of
                           its election to terminate within 120 days after the
                           Damage Notice has been delivered to Tenant, and Basic
                           Rental hereunder shall be abated as of the date of
                           the Casualty.

                                    d. Repair Obligation. If neither party
                           elects to terminate this Lease following a Casualty,
                           then Landlord shall, within a reasonable time after
                           such Casualty, commence to repair the Building and
                           the Premises and shall proceed with reasonable
                           diligence to restore the Building and Premises to
                           substantially the same condition as they existed
                           immediately before such Casualty; however, Landlord
                           shall not be required to repair or replace any part
                           of the furniture, equipment, fixtures, and other
                           improvements which may have been placed by, or at the
                           request of, Tenant or other occupants in the Building
                           or the Premises, and Landlord's obligation to repair
                           or restore the Building or Premises shall be limited
                           to the extent of the insurance proceeds actually
                           received by Landlord for the Casualty in question
                           unless Landlord defaulted in its obligation to carry
                           the insurance required by Section 11.d. above.




                                      -12-
<PAGE>

TAXES                               16. Tenant shall be liable for all taxes
                           levied or assessed against personal property,
                           furniture, or fixtures placed by Tenant in the
                           Premises. If any taxes for which Tenant is liable are
                           levied or assessed against Landlord or Landlord's
                           property and Landlord elects to pay the same, or if
                           the assessed value of Landlord's property is
                           increased by inclusion of such personal property,
                           furniture or fixtures and Landlord elects to pay the
                           taxes based on such increase, then Tenant shall pay
                           to Landlord, upon demand, that part of such taxes for
                           which Tenant is primarily liable hereunder.

EVENTS OF
DEFAULT                             17. Each of the following occurrences shall
                           constitute an "Event of Default":

                                    a. Tenant's failure to pay Rent, or any
                           other sums due from Tenant to Landlord under the
                           Lease (or any other lease executed by Tenant for
                           space in the Building), when due and the continuance
                           of such failure for a period of five (5) days;
                           provided, however, Landlord agrees to give Tenant
                           written notice of a monetary default three (3) times
                           in each twelve (12) consecutive month period during
                           the Term and Tenant will not be deemed to have
                           committed an Event of Default unless Tenant fails to
                           make payment within five (5) days following the date
                           of such notice;

                                    b. Tenant's failure to perform, comply with,
                           or observe any other agreement or obligation of
                           Tenant under this Lease (or any other lease executed
                           by Tenant for space in the Building) and the
                           continuance of such failure for a period of twenty
                           (20) days following the date of written notice from
                           Landlord;

                                    c. The filing of a petition by or against
                           Tenant (the term "Tenant" shall include, for the
                           purpose of this Section 17.c, any guarantor of the
                           Tenant's obligations hereunder) (i) in any bankruptcy
                           or other insolvency proceeding; (ii) seeking any
                           relief under any state or federal debtor relief law;
                           (iii) for the appointment of a liquidator or receiver
                           for all or substantially all of Tenant's property or
                           for Tenant's interest in this Lease; or (iv) for the
                           reorganization or modification of Tenant's capital
                           structure;

                                    d. Tenant shall desert or vacate the entire
                           Premises for a period of thirty (30) or more
                           consecutive days; and

                                    e. The making by Tenant of an assignment for
                           the benefit of its creditors.

REMEDIES                            18. Upon any Event of Default, Landlord may,
                           in addition to all other rights and remedies afforded
                           Landlord hereunder or by law or equity, take any of
                           the following actions:

                                    a. Terminate this Lease by giving Tenant
                           written notice thereof, in which event, Tenant shall
                           pay to Landlord the sum of (i) all Rent accrued
                           hereunder through the date of termination, (ii) all
                           amounts due under Section 19.a., and (iii) an amount
                           equal to (A) the total Rent that Tenant would have
                           been required to pay for the remainder of the Term
                           discounted to present value at a per annum rate equal
                           to the "Prime Rate" as published on the date this
                           Lease is terminated by The Wall Street Journal,
                           Southeast Edition, in its listing of "Money Rates",
                           minus (B) the then present fair rental value of the
                           Premises for such period, similarly discounted; or

                                    b. Terminate Tenant's right to possession of
                           the Premises without terminating this Lease by giving
                           written notice thereof to Tenant, in which event
                           Tenant shall pay to Landlord (i) all Rent and other
                           amounts accrued hereunder to



                                      -13-
<PAGE>

                           the date of termination of possession, (ii) all
                           amounts due from time to time under Section 19.a.,
                           and (iii) all Rent and other sums required hereunder
                           to be paid by Tenant during the remainder of the
                           Term, diminished by any net sums thereafter received
                           by Landlord through reletting the Premises during
                           such period. Landlord shall use reasonable efforts to
                           relet the Premises on commercially reasonable terms
                           (including a term different from the Term, rental
                           concessions, and alterations to, and improvement of,
                           the Premises); however, Landlord shall not be
                           obligated to relet the Premises before leasing other
                           portions of the Building. Landlord shall not be
                           liable for, nor shall Tenant's obligations hereunder
                           be diminished because of, Landlord's failure to relet
                           the Premises or to collect rent due for such
                           reletting. Tenant shall not be entitled to the excess
                           of any consideration obtained by reletting over the
                           Rent due hereunder. Reentry by Landlord in the
                           Premises shall not affect Tenant's obligations
                           hereunder for the unexpired Term; rather, Landlord
                           may, from time to time, bring action against Tenant
                           to collect amounts due by Tenant, without the
                           necessity of Landlord's waiting until the expiration
                           of the Term. Unless Landlord delivers written notice
                           to Tenant expressly stating that it has elected to
                           terminate this Lease, all actions taken by Landlord
                           to exclude or dispossess Tenant of the Premises shall
                           be deemed to be taken under this Section 18.b. If
                           Landlord elects to proceed under this Section 18.b.,
                           it may at any time elect to terminate this Lease
                           under Section 18.a.

                                    c. Additionally, without notice, Landlord
                           may alter locks or other security devices at the
                           Premises to deprive Tenant of access thereto, and
                           Landlord shall not be required to provide a new key
                           or right of access to Tenant.

PAYMENT BY TENANT;
NON-WAIVER                          19. a. Payment by Tenant. Upon any Event of
                           Default, Tenant shall pay to Landlord all reasonable
                           costs incurred by Landlord (including court costs and
                           reasonable attorneys' fees and expenses) in (i)
                           obtaining possession of the Premises, (ii) removing
                           and storing Tenant's or any other occupant's
                           property, (iii) repairing, restoring, altering,
                           remodeling, or otherwise putting the Premises into
                           condition acceptable to a new tenant, (iv) if Tenant
                           is dispossessed of the Premises and this Lease is not
                           terminated, reletting all or any part of the Premises
                           (including brokerage commissions, cost of tenant
                           finish work, and other costs incidental to such
                           reletting), (v) performing Tenant's obligations which
                           Tenant failed to perform, and (vi) enforcing, or
                           advising Landlord of, its rights, remedies, and
                           recourses arising out of the Event of Default.

                                    b. No Waiver. Landlord's acceptance of Rent
                           following an Event of Default shall not waive
                           Landlord's rights regarding such Event of Default. No
                           waiver by Landlord of any violation or breach of any
                           of the terms contained herein shall waive Landlord's
                           rights regarding any future violation of such term or
                           violation of any other term.

                                    c. Reletting. Tenant acknowledges that
                           Landlord has entered into this Lease in reliance
                           upon, among other matters, Tenant's agreement and
                           continuing obligation to pay all Rent due throughout
                           the Term. To the extent required by law, Landlord
                           agrees to use reasonable efforts following any Event
                           of Default to relet the Premises or otherwise
                           mitigate Landlord's damages arising from such Event
                           of Default; provided, however, Tenant agrees that
                           Landlord has no obligation to: (i) relet the Premises
                           prior to leasing any other space within the Building;
                           (ii) relet the Premises (A) at a rental rate or
                           otherwise on terms below market, as then determined
                           by Landlord in its sole discretion; (B) to any entity
                           not satisfying Landlord's then standard financial
                           credit risk criteria; (C) for a use (1) not
                           consistent with general office purposes; (2) which
                           would violate then applicable law or any restrictive
                           covenant or other lease affecting the Building; (3)
                           which would impose a greater burden upon the
                           Building's parking, HVAC or other facilities; and/or
                           (4) which would




                                      -14-
<PAGE>

                           involve any use of Hazardous Materials; (iii) divide
                           the Premises, install new demising walls or otherwise
                           reconfigure the Premises to make same more
                           marketable; (iv) pay any leasing or other commissions
                           arising from such reletting, unless Tenant
                           unconditionally delivers Landlord, in good and
                           sufficient funds, the full amount thereof in advance;
                           (v) pay, and/or grant any allowance for, tenant
                           finish or other costs associated with any new lease,
                           even though same may be amortized over the applicable
                           lease term, unless Tenant unconditionally delivers
                           Landlord, in good and sufficient funds, the full
                           amount thereof in advance; and/or (vi) relet the
                           Premises, if to do so, Landlord would be required to
                           alter other portions of the Building, make ADA-type
                           modifications or otherwise install or replace any
                           sprinkler, security, safety, HVAC or other Building
                           operating systems.

LANDLORD'S LIEN                     20. Landlord disclaims any statutory or
                           constitutional lien.

SURRENDER OF
PREMISES                            21. No act by Landlord shall be deemed an
                           acceptance of a surrender of the Premises, and no
                           agreement to accept a surrender of the Premises shall
                           be valid unless the same is made in writing and
                           signed by Landlord. At the expiration or termination
                           of this Lease, Tenant shall deliver to Landlord the
                           Premises with all improvements located thereon in
                           good repair and condition, reasonable wear and tear
                           (and condemnation and fire or other casualty damage
                           not caused by Tenant, as to which Sections 14 and 15
                           shall control) excepted, and shall deliver to
                           Landlord all keys to the Premises. Provided that
                           Tenant has performed all of its obligations
                           hereunder, Tenant may remove all unattached trade
                           fixtures, furniture, and personal property placed in
                           the Premises by Tenant (but Tenant shall not remove
                           any such item which was paid for, in whole or in
                           part, by Landlord). Additionally, Tenant shall remove
                           such alterations, additions, improvements, trade
                           fixtures, equipment, wiring and furniture as Landlord
                           may request. Tenant shall repair all damage caused by
                           such removal. All items not so removed shall be
                           deemed to have been abandoned by Tenant and may be
                           appropriated, sold, stored, destroyed, or otherwise
                           disposed of by Landlord without notice to Tenant and
                           without any obligation to account for such items. The
                           provisions of this Section 21 shall survive the end
                           of the Term.

HOLDING OVER                        22. If Tenant fails to vacate the Premises
                           at the end of the Term, then Tenant shall be a tenant
                           at will and, in addition to all other damages and
                           remedies to which Landlord may be entitled for such
                           holding over, Tenant shall pay, in addition to the
                           other Rent, a daily Basic Rental equal to the greater
                           of (a) 150% of the daily Basic Rental payable during
                           the last month of the Term, or (b) 150% of the
                           prevailing rental rate in the Building for similar
                           space.

CERTAIN RIGHTS
RESERVED BY
LANDLORD                            23. Provided that the exercise of such
                           rights does not unreasonably interfere with Tenant's
                           occupancy of the Premises, Landlord shall have the
                           following rights:

                                    a. To decorate and to make inspections,
                           repairs, alterations, additions, changes, or
                           improvements, whether structural or otherwise, in and
                           about the Building, or any part thereof; for such
                           purposes, to enter upon the Premises and, during the
                           continuance of any such work, to temporarily close
                           doors, entryways, public space, and corridors in the
                           Building; to interrupt or temporarily suspend
                           Building services and facilities; and to change the
                           arrangement and location of entrances or passageways,
                           doors, and doorways, corridors, elevators, stairs,
                           restrooms, or other public parts of the Building;




                                      -15-
<PAGE>

                                    b. To take such reasonable measures as
                           Landlord deems advisable for the security of the
                           Building and its occupants, including without
                           limitation reasonable searching all persons entering
                           or leaving the Building; evacuating the Building for
                           cause, suspected cause, or for drill purposes;
                           temporarily denying access to the Building; and
                           closing the Building after normal business hours and
                           on Saturdays, Sundays, and holidays, subject,
                           however, to Tenant's right to enter when the Building
                           is closed after normal business hours under such
                           reasonable regulations as Landlord may prescribe from
                           time to time which may include by way of example, but
                           not of limitation, that persons entering or leaving
                           the Building, whether or not during normal business
                           hours, identify themselves to a security officer by
                           registration or otherwise and that such persons
                           establish their right to enter or leave the Building;

                                    c. To change the name by which the Building
                           is designated; and

                                    d. To enter the Premises at all reasonable
                           hours and upon reasonable prior written notice to
                           show the Premises to prospective purchasers, lenders,
                           or tenants.

SUBSTITUTION
SPACE                               24. a. From time to time during the Term,
                           Landlord may substitute for the portion of the
                           Premises currently located in Suite 210 of the
                           Building, containing approximately 2,886 rentable
                           square feet (the "2nd Floor Premises") for other
                           space at least equal in size to the 2nd Floor
                           Premises and is located in the Building or in any
                           other comparable building owned by Landlord or an
                           affiliate of Landlord (the "Substitution Space").

                                    b. If Landlord exercises such right by
                           giving Tenant notice thereof ("Substitution Notice")
                           at least 30 days before the effective date of such
                           substitution, then (i) the description of the 2nd
                           Floor Premises shall be replaced by the description
                           of the Substitution Space; and (ii) all of the terms
                           and conditions of this Lease shall apply to the
                           Substitution Space except that if the Substitution
                           Space contains more square footage than the 2nd Floor
                           Premises, then the Basic Rental then in effect shall
                           be increased proportionately (provided that such
                           increase shall not exceed 10% of the Basic Rental due
                           for the 2nd Floor Premises) and shall be subject to
                           adjustment as herein provided. The effective date of
                           such substitution (the "Substitution Effective Date")
                           shall be the date specified in the Substitution
                           Notice or, if Landlord is required to perform tenant
                           finish work to the Substitution Space under Section
                           24.c, then the date on which Landlord substantially
                           completes such tenant finish work. If Landlord is
                           delayed in performing the tenant finish work by
                           Tenant's actions (either by Tenant's change in the
                           plans and specifications for such work or otherwise),
                           then the Substitution Effective Date shall not be
                           extended and Tenant shall pay Rent for the
                           Substitution Space beginning on the date specified in
                           the Substitution Notice.

                                    c. Tenant may either accept possession of
                           the Substitution Space in its "as is" condition as of
                           the Substitution Effective Date or require Landlord
                           to alter the Substitution Space in the same manner as
                           the 2nd Floor Premises were altered or were to be
                           altered. Tenant shall deliver to Landlord written
                           notice of its election within ten days after the
                           Substitution Notice has been delivered to Tenant. If
                           Tenant fails to timely deliver notice of its election
                           or if an Event of Default then exists, then Tenant
                           shall be deemed to have elected to accept possession
                           of the Substitution Space in its "as is" condition.
                           If Tenant timely elects to require Landlord to alter
                           the Substitution Space, then Tenant shall continue to
                           occupy the 2nd Floor Premises (upon all of the terms
                           of this Lease) until the Substitution Effective Date.




                                      -16-
<PAGE>
                                    d. Tenant shall move from the 2nd Floor
                           Premises into the Substitution Space and shall
                           surrender possession of the 2nd Floor Premises as
                           provided in Section 21 by the Substitution Effective
                           Date. If Tenant occupies the 2nd Floor Premises after
                           the Substitution Effective Date, then Tenant's
                           occupancy of the 2nd Floor Premises shall be a
                           tenancy at will (and, without limiting all other
                           rights and remedies available to Landlord, including
                           instituting a forcible detainer suit), Tenant shall
                           pay Basic Rental for the 2nd Floor Premises as
                           provided in Section 22 and all other Rent due
                           therefor until such occupancy ends; such amounts
                           shall be in addition to the Rent due for the
                           Substitution Space.

                                    e. If Landlord exercises its substitution
                           right, then Landlord shall reimburse Tenant for
                           Tenant's reasonable out-of-pocket expenses for moving
                           Tenant's furniture, equipment, supplies and telephone
                           equipment from the 2nd Floor Premises to the
                           Substitution Space and for reprinting Tenant's
                           stationery of the same quality and quantity of
                           Tenant's stationery supply on hand immediately prior
                           to Landlord's notice to Tenant of the exercise of
                           this relocation right. If the Substitution Space
                           contains more square footage than the 2nd Floor
                           Premises, and, if the 2nd Floor Premises were
                           carpeted, Landlord shall supply and install an equal
                           amount of carpeting of the same or equivalent quality
                           and color.

ENVIRONMENTAL
REQUIREMENTS                        25. a. General. Except for such incidental
                           cleaning agents and solutions or maintenance
                           materials used in the ordinary course or materials
                           and goods stored as part of Tenant's business
                           operations (but such use and storage shall be in
                           compliance with all Environmental Requirements),
                           Tenant shall not permit or cause any party to bring
                           any Hazardous Material upon the Premises or store or
                           use any Hazardous Material in or about the Premises
                           without Landlord's prior written consent. Tenant, at
                           its sole cost and expense, shall operate its business
                           in the Premises in compliance with all Environmental
                           Requirements, and will obtain, comply with, and
                           properly maintain all permits and licenses, or
                           applications required by Environmental Requirements
                           for its operations. The term "Environmental
                           Requirements" means all applicable present and future
                           statutes, regulations, ordinances, rules, codes, or
                           other similar enactments of any governmental
                           authority of agency, and any applicable judicial,
                           administrative or regulatory decrees, judgments,
                           orders, or policies regulating or relating to any
                           Hazardous Materials or pertaining to health, safety,
                           industrial hygiene, or the environmental conditions
                           on, under, or about the Premises or the environment,
                           including, without limitation, the following: the
                           Comprehensive Environmental Response, Compensation
                           and Liability Act ("CERCLA"); the Resource
                           Conservation and Recovery Act; the Toxic Substances
                           Control Act; the Clean Air Act; the Federal Water
                           Pollution Control Act; the Federal Hazardous
                           Materials Transportation Act; and all state and local
                           counterparts, supplements or additions thereto, and
                           any regulations or policies promulgated or issued
                           thereunder. The term "Hazardous Materials" means and
                           includes petroleum (as defined in CERCLA), asbestos
                           and any substance, material, waste, pollutant, or
                           contaminant listed or defined as hazardous or toxic,
                           under any Environmental Requirements.

                                    b. Indemnity. Tenant shall indemnify,
                           defend, and hold Landlord and its partners, officers,
                           directors, agents and employees harmless from and
                           against any and all manner of losses (including,
                           without limitation, diminution in value of the
                           Premises or the Building and loss of rental income
                           from the Building), claims, demands, actions, suits,
                           damages (including, without limitation, punitive
                           damages), fines, penalties, administrative and
                           judicial proceedings, judgments, settlements,
                           expenses (including, without limitation, consultant
                           fees, attorneys' fees, or expert fees) which arise
                           during or after the Lease Term which are brought or
                           recoverable against, or suffered or incurred by
                           Landlord or such parties as a result of any breach of
                           the obligations under this Section 25 or
                           noncompliance with any Environmental Requirement by
                           Tenant, it agents, employees, contractors,
                           subtenants, or invitees,

                                      -17-
<PAGE>

                           regardless of whether Tenant had knowledge of such
                           noncompliance. The indemnification and hold harmless
                           obligations of Tenant shall survive any termination
                           of this Lease, any renewal, expansion or amendment of
                           this Lease and/or the execution and delivery of any
                           new lease with Tenant covering all or any portion of
                           the Project.

                                    c. Assessments. Landlord shall have access
                           to, and a right to perform inspections and tests of,
                           the Premises as it may require to determine Tenant's
                           compliance with Environmental Requirements and
                           Tenant's obligations under this Section 25. Access
                           shall be granted to Landlord upon Landlord's prior
                           notice to Tenant and at such times so as to minimize,
                           so far as may be reasonable under the circumstances,
                           any disturbance to Tenant's operations. Such
                           inspections and tests shall be conducted at
                           Landlord's expense, unless such inspections or tests
                           reveal the presence of Hazardous Material or reveal,
                           based on Landlord's reasonable determination, that
                           Tenant has not complied with all Environmental
                           Requirements, in which case Tenant shall immediately,
                           upon demand, reimburse Landlord for the reasonable
                           cost of such inspection and tests. At the expiration
                           or earlier termination of the Lease, Landlord shall
                           have the right, at its option and at Tenant's sole
                           cost and expense, to undertake an environmental
                           assessment of the Premises to determine Tenant's
                           compliance with all Environmental Requirements.
                           Landlord and Tenant agree that Landlord's receipt of
                           or satisfaction with any environmental assessment in
                           no way waives any rights that Landlord holds against
                           Tenant.

MISCELLANEOUS                       26. a. Landlord Transfer. Landlord may
                           transfer, in whole or in part, the Building and any
                           of its rights under this Lease. If Landlord assigns
                           its rights under this Lease, then Landlord shall
                           thereby be released from any further obligations
                           hereunder, except the obligation to return to Tenant
                           any Security Deposit not delivered to its transferee.
                           Landlord agrees to give Tenant written notice if
                           Landlord sells the Building, in accordance with
                           applicable laws.

                                    b. Landlord's Liability. The liability of
                           Landlord to Tenant for any default by Landlord under
                           the terms of this Lease shall be limited to Tenant's
                           actual direct, but not consequential, damages
                           therefor and shall be recoverable from the interest
                           of Landlord in the Building and the Land, and
                           Landlord shall not be personally liable for any
                           deficiency. This section shall not be deemed to limit
                           or deny any remedies which Tenant may have in the
                           event of default by Landlord hereunder which do not
                           involve the personal liability of Landlord.

                                    c. Force Majeure. Other than for Tenant's
                           monetary obligations under this Lease and obligations
                           which can be cured by the payment of money (e.g.,
                           maintaining insurance), whenever a period of time is
                           herein prescribed for action to be taken by either
                           party hereto, such party shall not be liable or
                           responsible for, and there shall be excluded from the
                           computation for any such period of time, any delays
                           due to strikes, riots, acts of God, shortages of
                           labor or materials, war, governmental laws,
                           regulations, or restrictions, or any other causes of
                           any kind whatsoever which are beyond the control of
                           such party.

                                    d. Brokerage. Landlord and Tenant each
                           warrant to the other that it has not dealt with any
                           broker or agent in connection with the negotiation or
                           execution of this Lease except Sansone Group/DDR
                           L.L.C. and CB Richard Ellis ("Broker"). Landlord will
                           pay all commissions due Broker pursuant to a separate
                           written agreement with Broker. Tenant and Landlord
                           shall each indemnify the other against all costs,
                           expenses, attorneys' fees, and other liability for
                           commissions or other compensation claimed by any
                           broker or agent claiming the same by, through, or
                           under the indemnifying party.




                                      -18-
<PAGE>

                                    e. Estoppel Certificates. From time to time,
                           Tenant shall furnish to any party designated by
                           Landlord, within ten days after Landlord has made a
                           request therefor, a certificate signed by Tenant
                           confirming and containing such factual certifications
                           and representations as to this Lease as Landlord may
                           reasonably request.

                                    f. Notices. All notices and other
                           communications given pursuant to this Lease shall be
                           in writing and shall be (i) mailed by first class,
                           United States Mail, postage prepaid, certified, with
                           return receipt requested, and addressed to the
                           parties hereto at the address specified in the Basic
                           Lease Information, (ii) hand delivered to the
                           intended address, (iii) sent by reputable overnight
                           courier service (e.g., Federal Express or DHL); or
                           (iv) sent by prepaid telegram, cable, facsimile
                           transmission, or telex followed by a confirmatory
                           letter. Notice sent by certified mail, postage
                           prepaid, shall be effective three business days after
                           being deposited in the United States Mail; all other
                           notices shall be effective upon delivery to the
                           address of the addressee. The parties hereto may
                           change their addresses by giving notice thereof to
                           the other in conformity with this provision.

                                    g. Separability. If any clause or provision
                           of this Lease is illegal, invalid, or unenforceable
                           under present or future laws, then the remainder of
                           this Lease shall not be affected thereby and in lieu
                           of such clause or provision, there shall be added as
                           a part of this Lease a clause or provision as similar
                           in terms to such illegal, invalid, or unenforceable
                           clause or provision as may be possible and be legal,
                           valid, and enforceable.

                                    h. Amendments; and Binding Effect. This
                           Lease may not be amended except by instrument in
                           writing signed by Landlord and Tenant. No provision
                           of this Lease shall be deemed to have been waived by
                           Landlord unless such waiver is in writing signed by
                           Landlord, and no custom or practice which may evolve
                           between the parties in the administration of the
                           terms hereof shall waive or diminish the right of
                           Landlord to insist upon the performance by Tenant in
                           strict accordance with the terms hereof. The terms
                           and conditions contained in this Lease shall inure to
                           the benefit of and be binding upon the parties
                           hereto, and upon their respective successors in
                           interest and legal representatives, except as
                           otherwise herein expressly provided. This Lease is
                           for the sole benefit of Landlord and Tenant and,
                           other than Landlord's Mortgagee, no third party shall
                           be deemed a third party beneficiary hereof.

                                    i. Quiet Enjoyment. Provided Tenant has
                           performed all of the terms and conditions of this
                           Lease to be performed by Tenant, Tenant shall
                           peaceably and quietly hold and enjoy the Premises for
                           the Term, without hindrance from Landlord or any
                           party claiming by, through, or under Landlord,
                           subject to the terms and conditions of this Lease.

                                    j. Joint and Several Liability. If there is
                           more than one Tenant, then the obligations hereunder
                           imposed upon Tenant shall be joint and several. If
                           there is a guarantor of Tenant's obligations
                           hereunder, then the obligations hereunder imposed
                           upon Tenant shall be the joint and several
                           obligations of Tenant and such guarantor, and
                           Landlord need not first proceed against Tenant before
                           proceeding against such guarantor nor shall any such
                           guarantor be released from its guaranty for any
                           reason whatsoever.

                                    k. Captions. The captions contained in this
                           Lease are for convenience of reference only, and do
                           not limit or enlarge the terms and conditions of this
                           Lease.

                                    l. No Merger. There shall be no merger of
                           the leasehold estate hereby created with the fee
                           estate in the Premises or any part thereof if the
                           same




                                      -19-
<PAGE>

                           person acquires or holds, directly or indirectly,
                           this Lease or any interest in this Lease and the fee
                           estate in the leasehold Premises or any interest in
                           such fee estate.


                                    m. No Offer. The submission of this Lease to
                           Tenant shall not be construed as an offer, nor shall
                           Tenant have any rights under this Lease unless
                           Landlord executes a copy of this Lease and delivers
                           it to Tenant.

                                    n. Exhibits. All exhibits and attachments
                           attached hereto are incorporated herein by this
                           reference.

                                    Exhibit A - Outline of Premises
                                    Exhibit B - Building Rules and Regulations
                                    Exhibit C - Parking
                                    Exhibit D - Tenant Finish Work:  Allowance
                                    Exhibit E - Extension Option
                                    Exhibit F - Emergency Generator
                                    Exhibit G - Right of First Offer
                                    Exhibit H - Signage

                                    o. Entire Agreement. This Lease constitutes
                           the entire agreement between Landlord and Tenant
                           regarding the subject matter hereof and supersedes
                           all oral statements and prior writings relating
                           thereto. Except for those set forth in this Lease, no
                           representations, warranties, or agreements have been
                           made by Landlord or Tenant to the other with respect
                           to this Lease or the obligations of Landlord or
                           Tenant in connection therewith.

                                    p. Usufruct Only. This Lease Agreement shall
                           create the relationship of landlord and tenant only
                           as between Landlord and Tenant. No estate shall pass
                           out of the Landlord hereunder. Tenant shall have only
                           a usufruct, not subject to levy and sale, and not
                           assignable by Tenant except as otherwise provided
                           herein.

EXCEPT AS OTHERWISE PROVIDED IN THE LEASE, LANDLORD AND TENANT EXPRESSLY
DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT'S
INTENDED COMMERCIAL PURPOSE, AND TENANT'S OBLIGATION TO PAY RENT HEREUNDER IS
NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD
OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, SETOFF,
DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS
HEREUNDER, WHETHER EXPRESS OR IMPLIED.

         DATED as of the date first above written.


LANDLORD                                      TENANT

OLYMPIA PROPERTIES, L.L.C.,                   INTERTECH MANAGEMENT GROUP, INC.
a Washington limited liability company

By:  Bartwood, L.L.C., its                    By: /s/ Mark W. Wright
managing member                                   ------------------------------
                                                  Name: Mark W. Wright
                                                  Title:   VP Finance & CFO

By: /s/ Henry G. Brauer
    -------------------------------------
Name:   Henry G. Brauer
Title:  Regional Director




                                      -20-
<PAGE>


                                    EXHIBIT A


                                  Maps omitted







                                       A-1

<PAGE>

                                    EXHIBIT B


                         BUILDING RULES AND REGULATIONS


         The following rules and regulations shall apply to the Premises, the
Building, the parking garage associated therewith, the Land and the
appurtenances thereto:

         1. Sidewalks, doorways, vestibules, halls, stairways, and other similar
areas shall not be obstructed by tenants or used by any tenant for purposes
other than ingress and egress to and from their respective leased premises and
for going from one to another part of the Building.

         2. Plumbing, fixtures and appliances shall be used only for the
purposes for which designed, and no sweepings, rubbish, rags or other unsuitable
material shall be thrown or deposited therein. Damage resulting to any such
fixtures or appliances from misuse by a tenant or its agents, employees or
invitees, shall be paid by such tenant.

         3. No signs, advertisements or notices shall be painted or affixed on
or to any windows or doors or other part of the Building without the prior
written consent of Landlord, which consent shall not be unreasonably withheld or
delayed. No nails, hooks or screws shall be driven or inserted in any part of
the Building except by Building maintenance personnel, except for reasonable and
customary office art and decorations. No curtains or other window treatments
shall be placed between the glass and the Building standard window treatments.

         4. Landlord shall provide and maintain an alphabetical directory for
all tenants in the main lobby of the Building.

         5. Landlord shall provide all door locks in each tenant's leased
premises, at the cost of such tenant, and no tenant shall place any additional
door locks in its leased premises without Landlord's prior written consent.
Landlord shall furnish to each tenant a reasonable number of keys to such
tenant's leased premises, at such tenant's cost, and no tenant shall make a
duplicate thereof. Any additional or replacement access cards will be provided
at $18 per card or Landlord's then customary charge, whichever is greater.

         6. Movement in or out of the Building of furniture or office equipment,
or dispatch or receipt by tenants of any bulky material, merchandise or
materials which require use of elevators or stairways, or movement through the
Building entrances or lobby shall be conducted under Landlord's supervision at
such times and in such a manner as Landlord may reasonably require. Each tenant
assumes all risks of and shall be liable for all damage to articles moved and
injury to persons or public engaged or not engaged in such movement, including
equipment, property and personnel of Landlord if damaged or injured as a result
of acts in connection with carrying out this service for such tenant.

         7. Landlord may prescribe weight limitations and determine the
locations for safes and other heavy equipment or items, which shall in all cases
be placed in the Building so as to distribute weight in a manner acceptable to
Landlord which may include the use of such supporting devices as Landlord may
require. All damages to the Building caused by the installation or removal of
any property of a tenant, or done by a tenant's property while in the Building,
shall be repaired at the expense of such tenant.

         8. Corridor doors, when not in use, shall be kept closed. Nothing shall
be swept or thrown into the corridors, halls, elevator shafts or stairways. No
birds or animals shall be brought into or kept in, on or about any tenant's
leased premises. No portion of any tenant's leased premises shall at any time be
used or occupied as sleeping or lodging quarters.

         9. Tenant shall cooperate with Landlord's employees in keeping its
leased premises neat and clean. Tenants shall not employ any person for the
purpose of such cleaning other than the Building's cleaning and maintenance
personnel.



                                      B-1
<PAGE>

         10. To ensure orderly operation of the Building (except for soft drink
delivery and daily newspaper delivery), no ice, mineral or other water, towels,
etc. shall be delivered to any leased area except by persons approved by
Landlord.

         11. Tenant shall not make or permit any improper, objectionable or
unpleasant noises or odors in the Building or otherwise interfere in any way
with other tenants or persons having business with them.

         12. No machinery of any kind (other than normal office equipment) shall
be operated by any tenant on its leased area without Landlord's prior written
consent, nor shall any tenant use or keep in the Building any flammable or
explosive fluid or substance.

         13. Except if caused by the willful misconduct or negligence of
Landlord's agents or employees, Landlord will not be responsible for lost or
stolen personal property, money or jewelry from tenant's leased premises or
public or common areas regardless of whether such loss occurs when the area is
locked against entry or not.

         14. No vending or dispensing machines of any kind except break areas
shown on approved plans may be maintained in any leased premises without the
prior written permission of Landlord.

         15. All mail chutes located in the Building shall be available for use
by Landlord and all tenants of the Building according to the rules of the United
States Postal Service.

         16. Landlord may designate the Building a "no-smoking" building and
restrict or prohibit smoking anywhere within or outside the Building.




                                      B-2
<PAGE>
                                    EXHIBIT C


                                     PARKING


         Tenant shall pay for and be permitted to use in the aggregate of 4.6
per 1,000 rentable square feet in the Premises vehicular parking spaces, of
which seven (7) of such spaces shall be reserved vehicular parking spaces and
the remainder of which shall be non-reserved vehicular parking spaces in the
parking garage or other parking facilities associated with the Building (the
"Parking Facility"), all during the initial Term at the rate of (a) $-0- per
month for each non-reserved space; and (b) $-0-per month for each reserved
space, subject to adjustment by Landlord upon prior notice to Tenant. Tenant's
use of such spaces remains subject to such terms, conditions and regulations as
are from time to time charged or applicable to patrons of the Parking Facility.
If, for any reason, Landlord fails or is unable to provide, or Tenant is not
permitted to use, all or any portion of the parking spaces to which it is
entitled hereunder, then Tenant's obligation to pay for such spaces shall be
abated for so long as Tenant does not have the use thereof; this abatement shall
be in full settlement of all claims that Tenant might otherwise have against
Landlord because of Landlord's failure or inability to provide Tenant with such
parking spaces. If Tenant sublets any portion of the Premises or assigns any of
its interest in this Lease, then the parking spaces allocated to Tenant
hereunder shall be reduced to the extent the ratio between the rentable square
feet of the Premises and the parking spaces granted to Tenant hereunder exceeds
the Building standard ratio of parking space per rentable square foot as
established by Landlord from time to time. Tenant must pay for all parking
spaces even though same may not be used during any month.




                                      C-1
<PAGE>
                                    EXHIBIT D


                          TENANT FINISH-WORK: ALLOWANCE


         1. Except as set forth on this Exhibit, Tenant accepts the Premises
"AS-IS" and acknowledges that Landlord has no obligation to make or otherwise
pay for any improvements, alterations or repairs thereto.

         2. Landlord will have prepared the Working Drawings for the Premises.
Tenant will review and approve the Working Drawings within five (5) days
following receipt thereof. As used herein, "Working Drawings" shall mean the
final working drawings approved by Landlord, as amended from time to time by any
approved changes thereto, and "Work" shall mean all improvements to be
constructed in accordance with and as indicated on the Working Drawings.
Approval by Landlord of the Working Drawings shall not be a representation or
warranty of Landlord that such drawings are adequate for any use, purpose, or
condition, or that such drawings comply with any applicable law or code, but
shall merely be the consent of Landlord to the performance of the Work. Tenant
shall, at Landlord's request, sign the Working Drawings to evidence its review
and approval thereof. All changes in the Work must receive the prior written
approval of Landlord, and in the event of any such approved change Tenant shall,
upon completion of the Work, furnish Landlord with an accurate, reproducible
"as-built" plan (e.g., sepia) of the improvements as constructed, which plan
shall be incorporated into this Lease by this reference for all purposes.

         3. Landlord will cause the Work to be performed by contractors and
subcontractors approved in writing by Landlord. Landlord agrees that Tenant will
be a third party beneficiary of any representations, warranties, and guaranties
provided by any contractor or subcontractor in connection with the Work.

         4. If a delay in the performance of the Work occurs (such delay being
referred to as a "Tenant Delay") (a) because Tenant does not timely approve the
Working Drawings; (b) because of any change by Tenant to the Working Drawings,
(c) because of any specification by Tenant of materials or installations in
addition to or other than Landlord's standard finish-out materials, or (d) if
Tenant, any contractor or subcontractor, or Tenant's agents otherwise delays
completion of the Work, then, notwithstanding any provision to the contrary in
this Lease, Tenant's obligation to pay Basic Rental and Tenant's share of Excess
shall commence on the scheduled Commencement Date. Landlord agrees to use
commercially reasonable efforts to cause the Work as set forth in Exhibit D to
be completed on or before the scheduled Commencement Date to the Premises. In
connection therewith, and subject to delays caused by Force Majeure (as defined
in the Lease) and Tenant Delays (as defined above), Landlord agrees to
substantially complete the Work on or before December 1, 1999. Subject to the
limitations set forth in this Section, and to the extent that there are no
delays caused by Force Majeure or any Tenant Delays, if the Work is not
substantially completed by December 1, 1999, Landlord agrees to pay to Tenant
$516.13 (the "Penalty Amount") for each day thereafter that the Work is not
completed (the total of such days being referred to herein as the "Penalty
Period"). Notwithstanding the foregoing, in the event that the Work is not
substantially completed within 75 days from December 1, 1999 (i.e., February 14,
2000), either Landlord or Tenant (as Tenant's sole remedy with no additional
penalties accruing) may terminate this Lease. The parties agree that Landlord's
maximum exposure during the Penalty Period shall be $39,225.81.

         5. Tenant shall bear the entire cost of performing the Work (including,
without limitation, space planning and construction document fees, design of the
Work and preparation of the Working Drawings, costs of construction labor and
materials, electrical usage during construction, additional janitorial services,
approved signage, related taxes and insurance costs, all of which costs are
herein collectively called the "Total Construction Costs") in excess of the
Construction Allowance (hereinafter defined). Upon approval of the Working
Drawings and selection of a contractor, Tenant shall promptly (a) execute a
reasonably satisfactory work order agreement prepared by Landlord which
identifies such drawings, itemizes the Total Construction Costs and sets forth
the Construction Allowance, and (b) pay to Landlord 50% of the amount by which
the estimated Total Construction Costs exceed the Construction Allowance. Tenant
shall pay to Landlord, within 10 days after Landlord's delivery to Tenant of an
appropriate invoice, and after substantial completion of the Work as evidenced
by a certificate of occupancy, an amount equal to the Total Construction Costs
(as adjusted for any approved changes to the Work), less (i) the amount of the
payments already made by Tenant, (ii) the amount of the Construction Allowance,
and




                                      D-1
<PAGE>

(iii) the cost reasonably estimated by Landlord for completing all "punch list"
items; finally, upon completion of the punch list items, Tenant shall pay to
Landlord the costs incurred in completing the same.

         6. Landlord shall provide to Tenant a construction allowance (the
"Construction Allowance") equal to the lesser of (a) $10.00 per rentable square
foot in the Premises or (b) the Total Construction Costs, however, if Tenant or
its agent is managing the performance of the Work, then Tenant shall not become
entitled to full credit for the Construction Allowance until the Work has been
substantially completed and Tenant has caused to be delivered to Landlord (i)
all invoices from contractors, subcontractors, and suppliers evidencing the cost
of performing the Work, together with lien waivers from such parties, and a
consent of the surety to the finished Work (if applicable) and (ii) a
certificate of occupancy from the appropriate governmental authority, if
applicable to the Work, or evidence of governmental inspection and approval of
the Work. Any unspent portion of the Construction Allowance may be retained by
Landlord without credit or reimbursement to Tenant.

         7. Landlord or its affiliate shall supervise the Work, make
disbursements required to be made to the contractor, and act as a liaison
between the contractor and Tenant and coordinate the relationship between the
Work, the Building, and the Building's systems. In consideration for Landlord's
construction supervision services, Tenant shall pay to Landlord a construction
supervision fee equal to three percent (3%) of the Total Construction Costs -
which may be deducted from the Construction Allowance.

         8. To the extent not inconsistent with this Exhibit, Section 8a. of
this Lease shall govern the performance of the Work and the Landlord's and
Tenant's respective rights and obligations regarding the improvements installed
pursuant thereto.




                                      D-2
<PAGE>


                                    EXHIBIT E


                                EXTENSION OPTION


         1. Provided no Event of Default exists at the time of such election,
Tenant may renew this Lease for one (1) additional period of five (5) on the
same terms provided in this Lease (except that Exhibits F, G and H shall not be
applicable and as set forth below), by delivering written notice of ("Tenant's
Notice") the exercise thereof to Landlord not later than nine (9) months prior
to the end of the initial Term. On or before the commencement date of the
extended Term, Landlord and Tenant shall execute an amendment to this Lease
extending the Term on the same terms provided in this Lease, except as follows:

         (a)      The Basic Rental payable for each month during each such
                  extended Term shall be the prevailing rental rate in the
                  Building and other comparable buildings in the metropolitan
                  area in which the Building is located at the commencement of
                  such extended Term, for space of equivalent quality, size,
                  utility and location, with the length of the extended Term to
                  be taken into account and any then applicable step-up
                  adjustments in rent to be considered and averaged over the
                  applicable term;

         (b)      Tenant shall have no further renewal options unless expressly
                  granted by Landlord in writing; and

         (c)      Landlord shall lease to Tenant the Premises in their
                  then-current condition, and Landlord shall not provide to
                  Tenant any allowances (e.g., moving allowance, construction
                  allowance, and the like) or other tenant inducements.

         2. Within thirty (30) days following delivery of Tenant's Notice,
Landlord shall deliver to Tenant a written notice ("Landlord's Notice")
specifying the Basic Rental rate per rentable square foot per annum for the
applicable additional term. Tenant shall have ten (10) days following delivery
of Landlord's Notice to notify Landlord in writing ("Tenant's Renewal Notice")
of (i) Tenant's exercise of its right to renew the Lease at the Basic Rental
rate proposed by Landlord, or (ii) Tenant's election not to exercise its right
to renew the Lease. Tenant's failure to timely deliver Tenant's Renewal Notice
shall be deemed acceptance by Tenant of the Basic Rental rate proposed by
Landlord.

         3. Tenant's rights under this Exhibit shall terminate if (i) this Lease
or Tenant's right to possession of the Premises is terminated, (ii) Tenant
assigns any of its interest in this Lease or sublets any portion of the Premises
without the approval of Landlord, or (iii) Tenant fails to timely exercise its
option under this Exhibit, time being of the essence with respect to Tenant's
exercise thereof.



                                       E-1

<PAGE>


                                    EXHIBIT F


                               EMERGENCY GENERATOR


A.       Tenant shall have the right, at Tenant's sole cost and expense, to
         install and maintain an emergency generator in a space on a concrete
         pad outside of the Building designated by Landlord. Tenant shall
         maintain, at Tenant's sole cost and expense, a fence around such
         emergency generator. Additionally, subject to Landlord's prior written
         approval of plans and specifications relating thereto, which shall not
         be unreasonably withheld or delayed, Tenant shall have the right to
         install such wire, conduits, cables and other materials as necessary to
         connect such emergency generator to the Premises (the emergency
         generator and connecting material, being collectively referred to as
         the "Generator Installation"). Tenant shall be responsible for all
         costs and expenses arising from and relating to the Generator
         Installation. The Generator Installation shall be in compliance with
         all applicable federal, state and local laws and ordinances and Tenant
         shall indemnify and hold Landlord harmless from and against any and all
         loss, cost, claim and liability arising from Tenant's failure to
         satisfy such requirement. Landlord agrees that Tenant and
         representatives designated by Tenant and approved by Landlord shall
         have reasonable access to the Generator Installation in order to
         install, operate, maintain, inspect and remove as required, the
         Generator Installation, except when reasonable safety and security
         requirements of Landlord preclude such access. Landlord reserves the
         right to lease space in or out of the Building to other tenants, as
         Landlord may desire, for any purpose, including the installation and
         operation of a separate emergency generator. Notwithstanding any
         contrary provision contained herein, Landlord shall have the right to
         relocate, at Landlord's sole expense, upon sixty (60) days prior
         written notice, the Generator Installation to another location in the
         Building or on land adjacent thereto, as Landlord shall elect. Upon
         installation, Tenant shall pay to Landlord a monthly charge of $250.00
         per month, as rental, for the generator, due and payable monthly in
         advance with the Base Rent without offset or deduction whatsoever.

B.       Tenant agrees to indemnify and hold Landlord harmless from and against
         any and all loss, cost, claim and liability (including reasonable
         attorneys' fees) for injuries to all persons and for damage to or loss
         of all property arising or alleged to arise from the installation,
         maintenance, operation, existence and/or removal of the Generator
         Installation.

C.       Upon the expiration or earlier termination of the Term of this Lease,
         Tenant shall remove the Generator Installation and related improvements
         in a good and workmanlike manner, and Tenant will repair any damage
         occasioned by such removal. If Tenant fails to remove the Generator
         Installation within thirty (30) days after the expiration or earlier
         termination of the Term of this Lease, Landlord shall have the right,
         but not the obligation, to elect either (i) to remove the Generator
         Installation at Tenant's cost and expense, and Landlord shall have no
         liability for the return of, or damage to, the Generator Installation,
         or (ii) to treat the Generator Installation as abandoned by Tenant.

D.       Tenant shall be permitted the right to have a non-exclusive license to
         install an 18-inch line of site satellite dish on rooftop, provided
         Tenant enters into Landlord's standard form rooftop license agreement.



                                       F-1

<PAGE>

                                    EXHIBIT G


                              RIGHT OF FIRST OFFER


Subject to Subsection B below, and subject to any expansion or renewal options
of any current tenant in the Building (a "Prior Tenant"), Landlord hereby grants
to Tenant for the Term of the Lease a right of first offer for Suite 200
containing 3,378 rentable square feet of area as shown on Exhibit A hereto
(collectively, the "ROFO Space"), to be exercised in accordance with Subsection
A below.

         A. If any ROFO Space becomes available for lease to anyone other than a
Prior Tenant, Landlord shall so notify Tenant ("Landlord's ROFO Notice")
identifying the available ROFO Space (the "Subject ROFO Space"). Landlord's ROFO
Notice may be given up to sixteen (16) months in advance of such availability
and shall contain the terms upon which Landlord intends to offer the Subject
ROFO Space for lease to the market. Tenant shall notify Landlord within ten (10)
days of receipt of Landlord's ROFO Notice whether it desires to lease the
Subject ROFO Space on the terms set forth in Landlord's ROFO Notice. If Tenant
does not notify Landlord within said 10-day period that it will lease the
Subject ROFO Space, Tenant shall be deemed to have refused the Subject ROFO
Space. After any refusal, Tenant shall have no further right of first offer for
such Subject ROFO Space and Landlord shall be free to lease such space to any
party for any term. If Tenant exercises its right of first offer with respect to
the Subject ROFO Space, such space shall be added to the Premises for all
purposes of this lease for the remaining Term of the Lease (but in no event less
than two (2) years) on (a) the terms specified in Landlord's ROFO Notice, and
(b) the terms of this Lease to the extent that they do not conflict with the
terms specified in Landlord's ROFO Notice, except that the terms of Landlord's
ROFO Notice shall not apply during any Renewal Term, and instead, the terms of
the Lease applying to the remainder of the Premises during the Renewal Term
shall also apply to the Subject ROFO Space.

         B. Tenant's right of first offer is subject to the conditions that: (i)
on the date that Tenant delivers its notice exercising its right of first offer,
Tenant is not in default under this Lease after the expiration of any applicable
notice and cure periods, and (ii) Tenant shall not have assigned the Lease, or
sublet any portion of the Premises under a sublease which is in effect at any
time during the period commencing with Tenant's delivery of its notice and
ending on the date the ROFO Space is added to the Premises.

         C. Promptly after Tenant's exercise of its right of first offer,
Landlord shall execute and deliver to Tenant an amendment to the Lease to
reflect changes in the Premises, Base Rent, Tenant's Proportionate Share and any
other appropriate terms changed by the addition of the ROFO Space. Within 15
days thereafter, Tenant shall execute and return the amendment.



                                       G-1

<PAGE>


Re:      Lakeview Officer Center
         14500 South Outer Forty
         Chesterfield, Missouri


                               ASSIGNMENT OF LEASE

THE STATE OF MISSOURI                ss.
                                     ss.         KNOW ALL MEN BY THESE PRESENTS
CITY OF CHESTERFIELD


         THIS ASSIGNMENT OF LEASE (this "Assignment") is made and entered into
as of (but not necessarily on) the 20th day of December, 2002, by Albacore
Holdings, Inc. (formerly known as INTERTECH MANAGEMENT GROUP, INC.), a Missouri
corporation ("Assignor") and DALEEN SOLUTIONS, INC., a Delaware corporation
("Assignee").

                                R E C I T A L S:
                                - - - - - - - -

         A. Olympia Properties, L.L.C., a Washington limited liability company
("Landlord") and Assignor are the parties to that certain Lease (the "Lease"),
dated as of September 16, 1999, respecting certain premises containing
approximately 19,981 rentable square feet of area ("Premises") in the building
located at 14500 South Outer Forty, Chesterfield, Missouri ("Building").

         B. Assignor desires to assign, and Assignee desires to assume, all of
Assignor's right, title and interest as tenant under the Lease.

         NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby covenant and agree as follows:

         1. Assignor hereby sells, assigns and transfers to Assignee, and
Assignee hereby acquires from Assignor, all of Assignor's right, title and
interest as tenant in and to the Lease, together with the security deposit in
the sum of $31,636.58 deposited thereunder. Assignor warrants and represents
that it is not in default under the Lease, that Assignor has not encumbered the
Lease by any prior transfer, assignment, mortgage or other encumbrance.

         2. Assignee hereby agrees to assume and perform all of the covenants,
duties and obligations of Assignor under the Lease whensoever occurring to the
same extent as if Assignee were originally named "Tenant" under the Lease. Such
liability of Assignee under the Lease shall be joint and several with any
guarantor of the Lease or Assignee's obligations hereunder or thereunder.
Assignor shall have no obligation to Assignee whatsoever to perform any of the
obligations of "Tenant" under the Lease, it being understood and acknowledged
hereby that Assignee shall be responsible for the performance of all such
obligations hereunder and under the Lease; provided, however, that Assignor
shall retain the right, upon reasonable notice to Assignee, to perform any such
obligations in order to prevent a continuing uncured default under the Lease.

         3. Assignor acknowledges that, pursuant to the Lease and the terms of
any agreement between Assignor and Landlord (a "Consent Agreement"), Assignor
shall remain directly and primarily liable for the performance of all of the
covenants, duties and obligations of "Tenant" under the Lease (including,
without limitation, the obligation to pay all rental and other sums provided in
the Lease), and Landlord shall be permitted to enforce the provisions of the
Lease against Assignor and/or Assignee in accordance with the terms of such
Lease and/or any Consent Agreement and/or any assignee, sublessee or other
transferee. Nothing in this paragraph or in any Consent Agreement shall be
deemed to modify or waive, as among Assignee, Assignor and Daleen Technologies,
Inc., any agreement between Assignee and Assignor, including, without
limitation, in the Asset Purchase Agreement dated October 7, 2002, with respect
to the assumption by Assignee of liabilities and obligations under the Lease,
and indemnification in respect of the same.




                                      D-2
<PAGE>

         4. This agreement may not be changed, modified, discharged or
terminated orally or in any other manner other than by an agreement in writing
signed by the parties hereto or their respective successors and assigns.

         5. This Assignment of Lease is contingent upon and shall become
effective only upon the execution and delivery by Assignor and Assignee and the
consent of Landlord.

                         [SIGNATURES ON FOLLOWING PAGES]




                                      D-3
<PAGE>
         IN WITNESS WHEREOF, the parties hereto have caused this Assignment of
Lease to be executed on the day and year first written above.

                                    ASSIGNOR:

                                    Albacore Holdings, Inc. (formerly known as
                                    INTERTECH MANAGEMENT GROUP, INC.),
                                    a Missouri corporation


                                    By: /s/ Mark Wright
                                        ----------------------------------------
                                    Name:   Mark Wright
                                    Title:  President


                                    Address: 400 Chesterfield Center
                                                 Suite 200
                                                 St. Louis, MO 63017


                                    ASSIGNEE:

                                    DALEEN SOLUTIONS, INC.,
                                    a Delaware corporation


                                    By: /s/ Gordon Quick
                                        ----------------------------------------
                                    Name:   Gordon Quick
                                    Title:  President, CEO
                                    Address: 902 Clint Moore Road
                                                 Suite 230
                                                 Boca Raton, FL 33487





                                      D-4