EXHIBIT 10.13

                                      LEASE


DATED:            February 4, 1998

BETWEEN:          COLUMBIA TECH CENTER, L.L.C.,
                  a Washington limited liability company                LANDLORD

AND:              LABTEC, INC.,
                  a Delaware corporation                                  TENANT


                  Tenant wishes to lease from  Landlord the following  described
property, hereinafter referred to as "the Premises":

                  Approximately 60,000 square feet of warehouse and office space
located in Building No. 28,  Columbia  Tech Center,  and generally as located on
the attached Exhibit A.

                  If  the  Premises  consist  of a  portion  but  not  all  of a
building,  the building housing the Premises is hereinafter  referred to as "the
Building."

                  Landlord leases the Premises to Tenant for a term of 84 months
commencing May 1, 1999 and continuing through April 30, 2006. Base rent shall be
according to the following schedule:


                                                       Base Rent
      Period                                           Per Month*
      May 1, 1999 through April 30, 2002               $20,760.00
      May 1, 2002 through April 30, 2005               $22,006.00
      May 1, 2005 through April 30, 2006               $23,326.00

                  *Based upon 60,000  total  square feet of space and 600 square
feet of office  space  within the  Premises.  Base rent  amounts may be modified
after all tenant  improvements  are  completed  if the final office space square
footage is other than 600 square feet. In the event that the final office square
footage  feet is  greater  than 600  square  feet,  then the base rent  shall be
increased by a sum equal to the difference between 600 square feet and the final
office square footage, multiplied by $7.20 per year.

                  Rent for the first  month of the Lease term shall be paid upon
Landlord delivery of possession of the Premises to Tenant.  All rent,  including
base rent together  with the charges,  taxes and expenses to be paid to Landlord
specified  in  Paragraphs  3 and 4 of this  Lease,  is payable in advance on the
first day of each calendar  month. If Landlord  consents,  Tenant may occupy the
Premises  prior to such  commencement  date upon  payment  of rent on a prorated
basis and compliance with all terms of this Lease.


                                       -1-

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                  Delivery  of  possession  shall  occur when the  Premises  are
occupied  by Tenant or are ready to be  occupied  by Tenant  with all work to be
performed by Landlord substantially  completed. No notice shall be required from
Landlord if the Premises are ready on the date set for  commencement of the term
or on the first  business  day  thereafter.  If  Landlord  is unable to  deliver
possession  of the  Premises to Tenant  because of strikes,  acts of God, or any
other cause beyond  Landlord's  control,  then Tenant may take  possession  when
Landlord  notifies  Tenant that the Premises are ready for  possession,  and the
term of this Lease shall commence on the first day of the first month  following
such  date  and  continue  for  the  specified  number  of  months   thereafter,
notwithstanding  the  commencement  and termination  dates stated above.  Tenant
shall owe no rent until the Premises are ready for  possession.  Landlord  shall
have no liability for such delays in delivery of  possession,  and neither party
shall have the right to  terminate  except that  Landlord  may cancel this Lease
without  liability  if  permission  to  construct,  use,  or  furnish  necessary
utilities  to the  Premises is denied or revoked by any  governmental  agency or
public utility with such authority.  Notwithstanding the foregoing,  if Landlord
has not delivered  possession of the Premises on or before July 1, 1999,  Tenant
may  rescind  this  Lease by notice in  writing  to  Landlord  given at any time
thereafter prior to the date on which possession is tendered by Landlord.

                  This  Lease is subject to the  following  additional  terms to
which the parties agree:

         1.       Use of the Premises.

                  1.1  Tenant   shall  use  the  Premises  for  the  purpose  of
conducting  the  following  business  and for no  other  purpose  without  first
obtaining  Landlord's  prior  written  consent,   which  consent  shall  not  be
unreasonably withheld or delayed:

                       General  warehouse,  office,  shipping and  receiving for
Tenant's products.

                       If  such  use  is  prevented  by any  law  or  government
regulation, Tenant may use the Premises for other reasonable uses.

                  1.2 In  connection  with its use,  Tenant shall at its expense
comply with all  applicable  laws,  ordinances,  and  regulations  of any public
authority,  including  those  requiring  alteration  of the Premises  because of
Tenant's  specific  use;  shall create no nuisance  nor allow any  objectionable
liquid, odor, or noise to be emitted from the Premises;  shall store no gasoline
or other highly  combustible  materials on the Premises  which would violate any
applicable  fire code or regulation nor conduct any operation that will increase
Landlord's  fire  insurance  rates for the Premises;  and shall not overload the
floors or electrical circuits of the Premises.  Landlord shall have the right to
approve the installation of any power-driven  machinery by Tenant and may select
a qualified electrician whose opinion will control regarding electrical circuits
and a qualified engineer or architect whose opinion will control regarding floor
loads. Allowable ground floor load shall be 500 pounds per square foot. Landlord
agrees that, as of the  commencement of this Lease,  the Premises are acceptable
for Tenant's use as shown in Paragraph 1.



                                       -2-

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                  1.3 Tenant may erect a sign  stating its name,  business,  and
product after first securing  Landlord's written approval,  which approval shall
not be unreasonably withheld or delayed of the size, color, design, wording, and
location, and all necessary governmental approvals. No signs shall be painted on
the Building or exceed the height of the Building. All signs installed by Tenant
shall be removed upon termination of this Lease with the sign location  restored
to its former state.

                  1.4  Tenant   shall  make  no   alterations,   additions,   or
improvements  to the Premises  exceeding a cost of $1,000.00 or change the color
of the exterior without  Landlord's  prior written consent,  which consent shall
not be  unreasonably  withheld or delayed and  without a valid  building  permit
issued by the appropriate  governmental  agency. Upon termination of this Lease,
any such alterations,  additions,  or improvements (including without limitation
all electrical,  lighting,  plumbing,  heating and  air-conditioning  equipment,
doors,  windows,  partitions,   drapery,  carpeting,   shelving,  counters,  and
physically attached fixtures) shall at once become part of the realty and belong
to Landlord  unless the terms of the applicable  consent provide  otherwise,  or
Landlord  requests  that  part  or  all  of  the  additions,   alterations,   or
improvements be removed. In such case, Tenant shall at its sole cost and expense
promptly remove the specified additions, alterations, or improvements and repair
and  restore  the  Premises  to  its  original  condition.  Notwithstanding  the
foregoing,  if during the term of this Lease or any  extensions  thereof  Tenant
should install any trade fixtures  within the Premises,  Tenant may, at its sole
cost and expense,  remove such  fixtures,  and if Tenant  removes such fixtures,
Tenant shall, at its sole cost and expense, restore the Premises to its original
condition.

         2.       Security Deposit.

                  Upon  execution  of this  Lease,  Tenant  shall  deposit  with
Landlord  the  sum of  $23,326.00,  hereinafter  referred  to as  "the  Security
Deposit," to secure the faithful  performance by Tenant of each term,  covenant,
and  condition  of this  Lease.  If  Tenant  shall at any time  fail to make any
payment or fail to keep or perform any term, covenant, and condition on its part
to be made or performed or kept under this Lease, Landlord may, but shall not be
obligated to and without waiving or releasing  Tenant from any obligation  under
this Lease,  use, apply or retain the whole or any part of the Security  Deposit
(i) to the  extent  of any sum due to  Landlord;  or (ii) to make  any  required
payment  on  Tenant's  behalf;  or (iii) to  compensate  Landlord  for any loss,
damage,  attorneys'  fees,  or expense  sustained  by  Landlord  due to Tenant's
default.  In such event, Tenant shall, within five (5) days of written demand by
Landlord,  remit to Landlord sufficient funds to restore the Security Deposit to
its original sum;  Tenant's  failure to do so shall be a material breach of this
Lease. Landlord shall not be required to keep the Security Deposit separate from
its general funds, and Tenant shall not be entitled to interest on such deposit.
Should Tenant comply with all of the terms,  covenants,  and  conditions of this
Lease  and at the end of the  term of  this  Lease  leave  the  Premises  in the
condition required by this Lease, then the Security Deposit, less any sums owing
to Landlord,  shall be returned to Tenant (or, at Landlord's option, to the last
assignee  of Tenant's  interests  hereunder)  within  thirty (30) days after the
termination of this Lease and vacancy of the Premises by Tenant.



                                       -3-

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         3.       Utility Charges; Maintenance.

                  3.1 Tenant  shall pay when due all  charges  for  electricity,
natural gas, water, garbage collection, janitorial service, sewer, and all other
utilities  of any kind  furnished  to the  Premises  during the lease  term.  If
charges are not  separately  metered or stated,  Landlord  shall  apportion  the
utility  charges  on an  equitable  basis.  Landlord  shall  have  no  liability
resulting  from any  interruption  of utility  services  caused by fire or other
casualty,   strike,  riot,  vandalism,   the  making  of  necessary  repairs  or
improvements,  or any other cause beyond Landlord's  reasonable control. If such
interruption  of  services  and  utilities  is due to  Landlord's  negligent  or
intentional  act or  omission,  then rent shall be reduced  during the period of
said  interruption to the extent the Premises are not reasonably  usable for the
use  permitted  by this  Lease  because of such  interruption  of  services  and
utilities.  Tenant  shall  control the  temperature  in the  Premises to prevent
freezing of any sprinkler system.

                  3.2  Landlord  shall  repair and  maintain  the roof,  gutter,
downspouts,  exterior  walls,  building  structure,  foundation,  exterior paved
areas, and curbs of the Premises in good condition.  Except for such obligations
of Landlord,  Tenant shall keep the Premises neatly maintained and in good order
and repair.  Tenant's responsibility shall include maintenance and repair of the
electrical system, plumbing, drainpipes to sewers,  air-conditioning and heating
systems,  overhead and personnel  doors,  and the  replacement  of all broken or
cracked  glass with glass of the same  quality.  Tenant  shall  refrain from any
discharge  that will  damage the septic  tank or sewers  serving  the  Premises.
Landlord   shall  grant  Tenant  a  two  (2)  year  warranty  for  the  heating,
ventilating,  and air conditioning system, provided that Tenant contracts with a
reputable space  contractor to provide proper  maintenance for the system.  Such
warranty shall be in effect for two (2) years from occupancy.

                  3.3 If the  Premises  have a separate  entrance,  Tenant shall
keep the sidewalks abutting the Premises or the separate entrance free and clear
of snow, ice, debris, and obstructions of every kind.

         4.       Taxes, Assessments, and Operating Expenses.

                  4.1 In conjunction  with monthly rent  payments,  Tenant shall
each month pay a sum representing Tenant's  proportionate share of real property
taxes and  operating  expenses for the Premises.  Such amount shall  annually be
estimated by Landlord in good faith to reflect actual or anticipated costs. Upon
termination  of this Lease or annually  during the term hereof,  Landlord  shall
compute its actual costs for such expenses  during such period.  Any overpayment
by Tenant  shall be  credited  to Tenant,  and any  deficiency  shall be paid by
Tenant  within  fifteen  (15)  days  after  receipt  of  Landlord's   statement.
Landlord's records of expenses for taxes and operating expenses may be inspected
by Tenant at reasonable times and intervals.

                  4.2 Tenant's  proportionate share of real property taxes shall
mean that percentage of the total assessment affecting the Premises which is the
same as the  percentage  which the rentable  area of the  Premises  bears to the
total rentable area of all buildings covered by the tax statement.


                                       -4-

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Tenant's  proportionate  share of operating  expenses for the Building  shall be
computed by dividing  the rentable  area of the  Premises by the total  rentable
area of the  Building.  If in  Landlord's  reasonable  judgment  either of these
methods of allocation results in an inappropriate allocation to Tenant, Landlord
shall select some other reasonable method of determining Tenant's  proportionate
share.  Landlord and Tenant  agree that,  for the first year of the term of this
Lease,  Tenant's  proportionate  share of operating  expenses and real  property
taxes shall be no more than $.08 per square foot space  within the  Premises per
month.  Notwithstanding the above, the increase in Tenant's  proportionate share
of  operating  expenses  shall not exceed  three  percent  (3%)  annually,  on a
cumulative  basis,  for the  term  of this  Lease  and any  extensions  thereof,
exclusive of real estate taxes.

                  4.3 Real  property  taxes  charged to Tenant  hereunder  shall
include all general real property taxes assessed against the Premises or payable
during the lease term,  and any rent tax, tax on Landlord's  interest under this
Lease,  or any tax in lieu of the foregoing,  whether or not any such tax is now
in effect.  Tenant  shall not,  however,  be obligated to pay any tax based upon
Landlord's net income.

                  4.4  Operating  expenses  charged  to Tenant  hereunder  shall
include all usual and necessary costs of operating and maintaining the Premises,
Building,  and any surrounding  common areas including,  but not limited to, the
cost of all  utilities  or  services  not  paid  directly  by  Tenant,  property
insurance, property management,  maintenance and repair of landscaping,  parking
areas,  and any other common  facilities.  Operating  expenses shall not include
roof replacement or correction of structural deficiencies of the Building.

         5.       Parking and Storage Areas.

                  5.1  Tenant,  its  employees,  and  customers  shall  have the
exclusive  right to use any private parking spaces  immediately  adjacent to the
Premises. Tenant shall control the use of such parking spaces so that there will
be no unreasonable  interference  with the normal traffic flow, and shall permit
no parking on any landscaped or unpaved surface.  Under no  circumstances  shall
trucks serving the Premises be permitted to block streets.

                  5.2  Tenant  shall  not  store  any  materials,  supplies,  or
equipment  outside in any  unapproved or  unscreened  area. If Tenant erects any
visual barriers for storage areas,  Landlord shall have the right to approve the
design and location.  Trash and garbage receptacles shall be kept covered at all
times.

         6.       Liability Insurance.

                  6.1 Tenant shall not allow any liens to attach to the Premises
as a result of its  activities.  Tenant shall indemnify and defend Landlord from
any claim, liability, damage or loss arising out of any activity on the Premises
or within the Building or the common areas serving the Building,  by Tenant, its
agents,  or invitees or resulting from Tenant's  failure to comply with any term
of this Lease.


                                       -5-

<PAGE>




                  6.2 Tenant  shall  carry  general  liability  insurance  on an
occurrence basis with combined single limits of not less than  $1,000,000.  Such
insurance  shall be provided by an insurance  carrier  reasonably  acceptable to
Landlord and shall be evidenced by a certificate  delivered to Landlord  stating
that the coverage  will not be canceled or materially  altered  without ten (10)
days'  advance  written  notice  to  Landlord.  Landlord  shall  be  named as an
additional insured on such policy.

                  6.3 Landlord shall indemnify and defend Tenant from any claim,
liability,  damage,  or  loss  arising  out of  the  negligence  or  intentional
misconduct  on the Premises or within the common  areas  serving the Premises by
Landlord or its agents.

         7.       Property Damage; Subrogation Waiver.

                  7.1 If fire or other casualty causes damage to the Building or
the  Premises  in  an  amount   exceeding  thirty  percent  (30%)  of  the  full
construction-replacement  cost  of  the  Building  or  Premises,   respectively,
Landlord  may  elect to  terminate  this  Lease as of the date of the  damage by
notice in writing to Tenant within thirty (30) days after such date.  Otherwise,
Landlord  shall  promptly  repair the damage and restore  the  Premises to their
former condition as soon as practicable. Rent shall be reduced during the period
to the extent the Premises are not  reasonably  usable for the use  permitted by
this Lease because of such damage and required repairs.

                  7.2 Landlord shall be  responsible  for insuring the Building,
and Tenant shall be  responsible  for  insuring its personal  property and trade
fixtures located on the Premises.

                  7.3  Landlord and Tenant each hereby  releases the other,  and
the other's partners,  officers,  directors,  agents and employees, from any and
all liability and  responsibility  to the releasing party and to anyone claiming
by or  through  it or under  it, by way of  subrogation  or  otherwise,  for all
claims,  or  demands  whatsoever  which  arise out of damage or  destruction  of
property  occasioned  by perils  which can be  insured  by an All Risk  Property
Insurance  Coverage  Form.  Landlord  and Tenant grant this release on behalf of
themselves  and their  respective  insurance  companies and each  represents and
warrants to the other that it is authorized by its respective  insurance company
to grant the waiver of subrogation contained in this Paragraph 7.3. This release
and waiver shall be binding upon the parties  whether or not insurance  coverage
is in force at the time of the loss or  destruction  of property  referred to in
this Paragraph 7.3.

         8.       Condemnation.

                  If a  condemning  authority  takes the  entire  Premises  or a
portion  sufficient  to render the remainder  unsuitable  for Tenant's use, then
either party may elect to terminate this Lease  effective on the date that title
passes to the condemning authority. Otherwise, Landlord shall proceed as soon as
practicable to restore the remaining Premises to a condition  comparable to that
existing  at the time of the taking.  Rent shall be abated  during the period of
restoration to the extent the Premises are not reasonably usable by Tenant,  and
rent shall be reduced for the remainder of the term in an amount


                                       -6-

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equal to the reduction in rental value of the Premises caused by the taking. All
condemnation proceeds shall belong to Landlord.

         9.       Assignment and Subletting.

                  9.1 Tenant shall not assign its interest  under this Lease nor
sublet the Premises without first obtaining Landlord's consent in writing, which
consent shall not be  unreasonably  withheld or delayed.  This  provision  shall
apply to all  transfers by operation of law or through  mergers and transfers of
51% or more of the voting stock of Tenant. No assignment shall relieve Tenant of
its obligation to pay rent or perform other  obligations  required by this Lease
and no one assignment or subletting shall be a consent to any further assignment
or  subletting.  If Tenant  assigns  this Lease or sublets the  Premises  for an
amount in excess of the rent called for by this  Lease,  one-half of such excess
shall be paid to Landlord promptly as it is received by Tenant.

                  9.2 Subject to the above  limitations  on transfer of Tenant's
interest,  this Lease shall bind and inure to the benefit of the parties,  their
respective heirs, successors, and assigns.

         10.      Default.

                  Any of the  following  shall  constitute  a default  by Tenant
under this Lease:

                  10.1  Tenant's  failure to pay rent or any other  charge under
this Lease within ten (10)  business  days after it is due, or failure to comply
with any other term or condition  within  twenty (20)  business  days  following
written notice from Landlord specifying the noncompliance. If such noncompliance
cannot be cured within the twenty (20) business day period, this provision shall
be satisfied if Tenant  commences  correction  within such period and thereafter
proceeds in good faith and with  reasonable  diligence to effect  compliance  as
soon as possible. Time is of the essence.

                  10.2  Tenant's  assignment  for the benefit of its  creditors;
Tenant's  commencement  of proceedings  under any provision of any bankruptcy or
insolvency  law or failure to obtain  dismissal of any petition filed against it
under such laws within the time  required  to answer;  or the  appointment  of a
receiver for Tenant's properties.

         11.      Remedies for Default.

                  In case  of  default  as  described  in  Paragraph  10  above,
Landlord shall have the right to the following remedies which are intended to be
cumulative and in addition to any other remedies provided under applicable law:

                  11.1  Terminate this Lease without  relieving  Tenant from its
obligation to pay damages.



                                       -7-

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                  11.2 Retake possession of the Premises by summary proceedings,
in which case  Tenant's  liability  to Landlord  for damages  shall  survive the
tenancy.  Landlord may,  after such retaking of  possession,  relet the Premises
upon any reasonable terms. No such reletting shall be construed as an acceptance
of a surrender of Tenant's leasehold interest.

                  11.3 Recover  damages  caused by Tenant's  default which shall
include  reasonable  attorneys'  fees  at  trial  and on any  appeal  therefrom.
Landlord may sue  periodically to recover  damages as they occur  throughout the
lease  term,  and no action for  accrued  damages  shall bar a later  action for
damages subsequently  accruing.  Landlord may elect in any one action to recover
accrued  damages plus damages  attributable  to the remaining  term of the Lease
equal to the  difference  between  the rent under this Lease and the  reasonable
rental value of the Premises for the  remainder of the term,  discounted  to the
time of judgment at the rate of six (6%) percent per annum.

                  11.4 Make any  payment or perform any  obligation  required of
Tenant so as to cure Tenant's default,  in which case Landlord shall be entitled
to recover all amounts so expended from Tenant, plus interest at the rate of ten
percent (10%) per annum from the date of the expenditure.

         12.      Surrender on Termination.

                  12.1 On expiration or early termination of this Lease,  Tenant
shall deliver all keys to Landlord, have final utility readings made on the date
of move out, and surrender the Premises clean and free of debris inside and out,
with  all  mechanical,  electrical,  and  plumbing  systems  in  good  operating
condition,  all signing removed and defacement corrected, and all repairs called
for under this Lease  completed.  The  Premises  shall be  delivered in the same
condition as at the  commencement of the term,  subject only to depreciation and
wear from ordinary  use.  Tenant shall remove all of its  furnishings  and trade
fixtures  that remain its property and all damage  resulting  from such removal.
Failure to remove said property  shall be an  abandonment  of same, and Landlord
may dispose of it.

                  12.2 If Tenant  fails to vacate the  Premises  when  required,
Landlord  may elect  either to treat  Tenant  as a tenant  from  month to month,
subject to all  provisions  of this Lease except the  provision  for term, or to
eject Tenant from the Premises and recover damages caused by wrongful holdover.

         13.      Landlord's Liability.

                  13.1 Landlord  warrants  that so long as Tenant  complies with
all  terms of this  Lease it shall be  entitled  to  peaceable  and  undisturbed
possession of the Premises free from any eviction or  disturbance by Landlord or
persons claiming through Landlord.

                  13.2 All persons  dealing with  Columbia  Tech Center,  L.L.C.
(the "Limited Liability Company") must look solely to the property and assets of
the Limited  Liability  Company for the payment of any claim against the Limited
Liability  Company  or for the  performance  of any  obligation  of the  Limited
Liability Company as neither the officers,  directors,  employees, nor agents of
the


                                       -8-

<PAGE>



Limited Liability Company assume any personal liability for obligations  entered
into  on  behalf  of the  Limited  Liability  Company  (or its  predecessors  in
interest) and their respective  properties shall not be subject to the claims of
any person in respect of any such liability or obligation.

         14.      Mortgage or Sale by Landlord; Estoppel Certificates.

                  14.1 This Lease is and shall be prior to any  mortgage or deed
of trust ("Encumbrance") recorded after the date of this Lease and affecting the
Building and the land upon which the Building is located. However, if any lender
holding an  Encumbrance  secured by the  Building  and the land  underlying  the
Building requires that this Lease be subordinate to the Encumbrance, then Tenant
agrees that this Lease shall be  subordinate  to the  Encumbrance  if the holder
thereof  agrees in  writing  with  Tenant  that so long as Tenant  performs  its
obligations  under  this  Lease  no  foreclosure,  deed  given  in  lieu  of the
foreclosure or sale pursuant to the terms of the Encumbrance,  or other steps or
procedures  taken under the Encumbrance  shall affect Tenant's rights under this
Lease.  If the  foregoing  condition is met,  Tenant  shall  execute the written
agreement and any other  documents  required by the holder of the Encumbrance to
accomplish the purposes of this paragraph.

                  14.2 If the Building is sold as a result of foreclosure of any
Encumbrance  thereon or  otherwise  transferred  by Landlord  or any  successor,
Tenant shall attorn to the purchaser or transferee, after completion of the sale
as a result  foreclosure  proceedings,  the  transferor  shall  have no  further
liability  hereunder.   Landlord  shall  remain  obligated  to  Tenant  for  all
obligations  arising under this Lease that are not  transferred to the purchaser
or transferee as part of the sale as a result of foreclosure.

                  14.3 This Lease shall not be  recorded  without the consent of
Landlord and Tenant. However, either party may request that a memorandum of this
Lease be recorded in a form reasonably  acceptable to both. The requesting party
shall pay all costs of recording.

                  14.4 Either party shall  within  twenty (20) days after notice
from the other  execute  and deliver to the other  party a  certificate  stating
whether or not this Lease has been  modified and is in full force and effect and
specifying  any  modifications  or  alleged  breaches  by the other  party.  The
certificate shall also state the amount of monthly base rent, the dates to which
rent has been paid in advance, and the amount of any security deposit or prepaid
rent.  Failure to deliver the  certificate  within the  specified  time shall be
conclusive  upon the party of whom the  certificate was requested that the Lease
is in full  force  and  effect  and  has  not  been  modified  except  as may be
represented by the party requesting the certificate.

         15.      Disputes - Attorneys' Fees.

                  In the event of any litigation  arising out of this Lease, the
prevailing  party shall be entitled to recover from the other party, in addition
to all other  relief  provided by law or  judgement,  its  reasonable  costs and
attorneys' fees incurred both at and in preparation for trial and any appeal or


                                       -9-

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review,  such amount to be as determined by the court(s) before which the matter
is heard.  Disputes between the parties which are to be litigated shall be tried
before a judge without a jury.

         16.      Severability.

                  If  any  provision  of  this  Lease  is  held  to be  invalid,
unenforceable  or illegal the  remaining  provisions  shall not be affected  and
shall be enforced to the fullest extent permitted by law.

         17.      Late Charges.

                  Landlord  may at its option  impose a late  charge of $.05 for
each  $1.00 of rent for rent  payments  made  more  than ten (10)  days  late in
addition to other remedies available for default.

         18.      General Provisions.

                  18.1  Waiver by  either  party of  strict  performance  of any
provision of this Lease shall not be a waiver of nor prejudice the party's right
otherwise to require performance of the same provision or any other provision.

                  18.2  Subject  to the  limitations  on  transfer  of  Tenant's
interest,  this Lease shall bind and inure to the benefit of the parties,  their
respective heirs, successors, and assigns.

                  18.3 Landlord  shall have the right to enter upon the Premises
after giving Tenant twenty-four (24) hour verbal notice, excepting that Landlord
shall not be required to give such notice in times of  emergency,  to  determine
Tenant's  compliance with this Lease, to make necessary  repairs to the Building
or  the  Premises,  or to  show  the  Premises  to  any  prospective  tenant  or
purchasers.  During  the last two  months  of the term,  Landlord  may place and
maintain upon the Premises notices for leasing or sale of the Premises.

                  18.4 If this Lease  commences  or  terminates  at a time other
than the beginning or end of one of the specified rental periods,  then the rent
(including  Tenant's share of real property  taxes, if any) shall be prorated as
of such date, and in the event of termination for reasons other than default all
prepaid rent shall be refunded to Tenant or paid on its account.

                  18.5 Tenant  shall within ten (10) days  following  Landlord's
written request deliver to Landlord a written statement  specifying the dates to
which the rent and other charges have been paid, whether the Lease is unmodified
and in full force and  effect,  and any other  matters  that may  reasonably  be
requested by Landlord.

                  18.6 Notices between the parties  relating to this Lease shall
be in writing,  effective when delivered, or if mailed,  effective on the second
day following mailing,  postage prepaid,  to the address for the party stated in
this Lease or to such other address as either party may specify by notice to the
other.  Rent shall be payable to  Landlord  at the same  address and in the same
manner.


                                      -10-

<PAGE>




                  18.7 This Lease  constitutes the entire agreement  between the
parties  hereto with respect to the subject matter hereof and supersedes any and
all prior  representations,  understandings  and agreements,  whether written or
oral. No supplement, modification or waiver of any provision of this Lease shall
be binding  unless  executed  in writing  by the party to be bound  thereby.  No
waiver  of any of the  provisions  of  this  Lease  shall  be  deemed  or  shall
constitute a waiver of any other provision hereof (whether or not similar),  nor
shall such waiver constitute a continuing waiver unless expressly provided.

         19.      Environmental.

                  19.1 Definitions.  The term "Environmental Law" shall mean any
federal,  state or local  statute,  regulation  or  ordinance or any judicial or
other governmental  order pertaining to the protection of health,  safety or the
environment.  The term "Hazardous  Substance"  shall mean any hazardous,  toxic,
infectious or radioactive substance,  waste and material as defined or listed by
any Environmental Law and shall include,  without limitation,  petroleum oil and
its fractions.

                  19.2 Use of  Hazardous  Substances.  Tenant shall not cause or
permit any Hazardous Substance to be spilled,  leaked,  disposed of or otherwise
released on or under the Premises.  Tenant may use and sell on the Premises only
time  Hazardous  Substances  typically  used  and sold in the  prudent  and safe
operation  of the business  permitted  by Paragraph 1 of this Lease.  Tenant may
store  such  Hazardous  Substances  on the  Premises,  but  only  in  quantities
necessary to satisfy Tenant's reasonably  anticipated needs. Tenant shall comply
with all Environmental  Laws and exercise the highest degree of care in the use,
handling  and storage of  Hazardous  Substances  and shall take all  practicable
measures to minimize the quantity  and  toxicity of Hazardous  Substances  used,
handled or stored on the Premises.

                  19.3 Notices.  Tenant shall  immediately  notify Landlord upon
becoming aware of the following:  (a) any spill, leak, disposal or other release
of a Hazardous  Substance on, under or adjacent to the Premises;  (b) any notice
or communication from a governmental  agency or any other person relating to any
Hazardous Substance on, under or adjacent to the Premises;  or (c) any violation
of any Environmental Law with respect to the Premises or Tenant's  activities on
or in connection with the Premises.

                  19.4  Spills  and  Releases.  In the  event of a spill,  leak,
disposal or other  release of a  Hazardous  Substance  on or under the  Premises
caused by Tenant or any of its contractors,  agents or employees or invitees, or
the suspicion or threat of the same, Tenant shall (i) immediately  undertake all
emergency  response  necessary  to  contain,  cleanup  and remove  the  released
Hazardous  Substance,  (ii)  promptly  undertake  all  investigatory,  remedial,
removal and other  response  action  necessary or appropriate to ensure that any
Hazardous  Substances  contamination  is  eliminated  to  Landlord's  reasonable
satisfaction,  and (iii) provide Landlord copies of all correspondence  with any
governmental  agency regarding the release (or threatened or suspected  release)
or the response action, a detailed report  documenting all such response action,
and a certification that any


                                      -11-

<PAGE>



contamination has been eliminated.  All such response action shall be performed,
all such reports shall be prepared and all such certifications  shall be made by
an environmental consultant reasonably acceptable to Landlord.

                  19.5 Condition Upon Termination. Upon expiration of this Lease
or sooner  termination  of this Lease for any reason,  Tenant  shall  remove all
Hazardous  Substances  and  facilities  used  for the  storage  or  handling  of
Hazardous  Substances  from the  Premises  and  restore  the  affected  areas by
repairing any damage caused by the  installation  or removal of the  facilities.
Following  such  removal,  Tenant shall  certify in writing to Landlord that all
such removal is complete.

                  19.6 Assignment and Subletting. Notwithstanding the provisions
of  Paragraph  9 of this Lease,  it shall not be  unreasonable  for  Landlord to
withhold  its  consent to any  assignment,  sublease  or other  transfer  of the
Tenant's  interest in this Lease if a proposed  transferee's  anticipated use of
the Premises involves the generation,  storage, use, sale, treatment, release or
disposal of any Hazardous Substance.

                  19.7     Indemnity.

                           19.7.1  By Tenant.   Tenant shall  indemnify,  defend
and hold harmless  Landlord,  its employees  and agents,  any persons  holding a
security interest in the Premises,  and the respective successors and assigns of
each of them from and against any and all claims, demands, liabilities, damages,
fines,   losses,   costs   (including   without   limitation  the  cost  of  any
investigation,   remedial,   removal  or  other  response   action  required  by
Environmental Law) and expenses  (including  without limitation  attorneys' fees
and expert fees in  connection  with any trial,  appeal,  petition for review or
administrative  proceeding)  arising  out of or in any way  relating to the use,
treatment,  storage,  generation,  transport,  release, leak, spill, disposal or
other  handling of Hazardous  Substances on the Premises by Tenant or any of its
contractors,  agents or employees or invitees.  Tenant's  obligations under this
paragraph  shall  survive the  expiration or  termination  of this Lease for any
reason.  Landlord's  rights under this  paragraph  are in addition to and not in
lieu of any other  rights or remedies to which  Landlord  may be entitled  under
this agreement or otherwise.

                           19.7.2  By Landlord. Landlord shall indemnify, defend
and hold harmless Tenant and its officers,  directors,  employees,  invitees and
agents  and the  respective  successors  and  assigns  of each of them  from and
against any and all claims, demands, liabilities,  damages, fines, losses, costs
(including without limitation the cost of any investigation,  remedial,  removal
or other response action required by Environmental Law) and expenses  (including
without limitation attorneys' fees and expert fees in connection with any trial,
appeal,  petition for review or administrative  proceeding) arising out of or in
any way relating to the actual or alleged use, treatment,  storage,  generation,
transport,  release,  leak,  spill,  disposal  or other  handling  of  Hazardous
Substances  on the Premises by Landlord,  or any of its  contractors,  agents or
employees  or  by  Landlord's  previous  tenants  of  the  Premises.  Landlord's
obligations  under this paragraph shall survive the expiration or termination of
this Lease for any reason.  Tenant's rights under this paragraph are in addition
to and


                                      -12-

<PAGE>



not in lieu of any other  rights or  remedies  to which  Tenant may be  entitled
under this Agreement or otherwise.

         20.      Americans with Disabilities Act ("ADA").

                  Tenant  shall,  at its  expense,  comply  with all  applicable
provisions of Title I of the Americans with Disabilities Act of 1990 ("the Act")
related  to its  specific  use of the  Premises,  and  Landlord  shall  have  no
responsibility  for  compliance  with  the  provisions  of  Title I of the  Act.
Landlord  shall, at its expense,  cause the Building to comply with,  during the
term of this Lease and any extensions  thereof,  applicable  provisions of Title
III of the Americans with Disabilities Act of 1990 which relate to architectural
barriers and  communication  barriers  which are structural in nature so long as
such compliance is readily achievable, as the term readily achievable is defined
in the Act.

         21.      Landlord's Warranties and Representations.

                  Landlord  represents and warrants that, as of the commencement
of the lease term,  to the best of  Landlord's  knowledge:  (i) the Premises are
free from all latent and patent defects,  and all mechanical  systems  servicing
the Premises (including, but not limited to, electrical,  plumbing, and heating,
ventilating  and  air-conditioning)  are in good working  order,  condition  and
repair;  and (ii) the Premises are in compliance  with all  applicable  federal,
state and local laws,  rules and regulations and ordinances  including,  but not
limited to, all building codes and Title III of the Americans with  Disabilities
Act of 1990.

         22.      Brokerage.

                  Landlord and Tenant each warrants to the other that it has not
incurred any obligation for finders' fees or brokers'  commissions in connection
with this  transaction,  except for the  employment  by  Landlord of Mr. Kirk D.
Robertson and Mr. Bill Connelly of Norris,  Beggs & Simpson as broker.  Landlord
shall be  responsible  for the  commission  due the broker.  Landlord and Tenant
shall each  indemnify  the other  against any claim arising out of any breach of
the warranty contained in this paragraph.

         23.      Building Location.

                  Landlord  reserves  the right to change  the  location  of the
Building within Columbia Tech Center.

         24.      First Right of Notice.

                  24.1  Up  to  ninety  (90)  days  prior  to  Tenant's   taking
possession of the Premises,  Tenant shall have the exclusive  right to lease the
approximately  20,000 square feet of warehouse and office space  adjacent to the
Premises.  Landlord  agrees to negotiate in good faith with Tenant for the lease
of such adjacent space.


                                      -13-

<PAGE>




                  24.2 After ninety (90) days prior to Tenants taking possession
of  the  Premises,  Tenant  shall  have  the  First  Right  of  Notice  for  the
approximately  20,000 square feet of warehouse and office space  adjacent to the
Premises.  Landlord shall notify Tenant of the  availability of such space,  and
Tenant shall have seven (7) business days to enter into good faith  negotiations
for the First Right of Notice space in the event  Landlord  begins  negotiations
with a third  party for the  First  Right of Notice  space.  Landlord  agrees to
negotiate  in good faith with Tenant for the lease of such First Right of Notice
space.

         25.      Option to Renew.

                  If not then in default,  Tenant shall have the option to renew
this Lease for one additional  5-year term by giving Landlord  written notice of
intent to extend at least 180 days prior to expiration  of the  preceding  term.
All provisions of this Lease shall apply during the extended  term,  except that
rent for the renewal  period shall be an amount  agreed upon by parties at least
90 days prior to commencement  of the renewal  period,  but in no case less than
that of the preceding term.

         26.      Tenant Improvements.

                  Landlord shall, at its expense,  cause  construction of tenant
improvements  within the  Premises in  accordance  with the  approved  Plans and
Specifications  called  for  in  this  paragraph.   All  improvements  shall  be
constructed  using  Columbia Tech Center tenant finish  standards as outlined on
the attached  Exhibit B. Tenant  improvements  shall be installed using industry
standard  materials  installed  in a good and  workmanlike  manner by  qualified
craftsmen.  Said improvements shall be constructed from Plans and Specifications
prepared  by  Landlord's  architect  subject  to  applicable  building  codes as
interpreted by the governing jurisdiction.  Said improvements shall include, but
not be limited to, the following:

                  26.1 The construction of approximately  600 square feet of air
conditioned and heated office space within the Premises to a mutually acceptable
space plan;

                  26.2 The installation of all plumbing, electrical,  mechanical
and sprinkler systems;

                  26.3 The  installation  of all doors,  including  shipping and
receiving doors, which are to be in proper working order;

                  26.4 The installation of lighting and gas space heaters in the
warehouse portion of the Premises;

                  26.5 The construction of two (2) ADA compliant  Restrooms with
the Premises;

                  26.6 The   installation  of  two  (2)  dock  levelers  in  the
warehouse portion of the Premises; and


                                      -14-

<PAGE>




                  26.7 The  construction of a demising wall between the Premises
and the adjacent space.


                                      -15-

<PAGE>



                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement on the respective dates set opposite their signatures  below, but this
Agreement  on behalf of such party  shall be deemed to have been dated as of the
date first above written.

                                    LANDLORD:

                                    COLUMBIA TECH CENTER, L.L.C.,
                                    a Washington limited liability company

                                    By:  Pacific Realty Associates, L.P.,
                                             a Delaware limited partnership
                                             its Member

                                             By: PacTrust Realty, Inc.,
                                                      a Delaware corporation,
                                                      its General Partner

Date:      2-10       , 1998                             By:  /s/ David G. Hicks
     -----------------                                     ---------------------
                                                                 David G. Hicks
                                                                 Vice President

                             Address  for   Notices/Rent Payments to Landlord:
                             15350 S.W. Sequoia Parkway, #300-WPMC
                             Portland, OR 97224

                             TENANT:

                             LABTEC, INC.,
                             a Delaware corporation

Date:    2-6     , 1998      By:      /s/ J.E. Hillman
     ------------                  ---------------------------------------------
                             Name:    J.E. Hillman
                                   ---------------------------------------------
                             Title:     CFO
                                   ---------------------------------------------


Date:            , 1998      By:
     ------------                  ---------------------------------------------
                             Name:
                                   ---------------------------------------------
                             Title:
                                   ---------------------------------------------

                             Address for Legal Notices to Tenant:
                             1499 S.E. Tech Center Place
                             Suite 350
                             Vancouver WA 98683

                             Address for Invoices to Tenant:
                             1499 S.E. Tech Center Place
                             Suite 350



<PAGE>
                              Vancouver WA  98683

                              Tenant Employer Identification Number
                               91-1644386
<PAGE>

                         (Acknowledgment by Individual)

STATE OF                                   )
          ---------------------------------
                                           ) ss.
County of
          ---------------------------------)

         On this  _____ day of _____,  199__,  before  me,  personally  appeared
___________ to me known to be the  individual  described in and who executed the
foregoing instrument,  and acknowledged to me that he signed the said instrument
as __________ free and voluntary act and deed for the uses and voluntary act and
deed for the uses and purposes therein mentioned.


                                      ------------------------------------------
                                      Notary Public for ________________________
                                      My Commission Expires:____________________


                         (Acknowledgment by Corporation)

STATE OF  Washington                       )
                                           ) ss.
County of Clark                            )

         On this 6th day of Feb.,  1998,  before me,  personally  appeared  J.E.
Hillman and --- to me known to be the C.F.O. and -----, respectively, of Labtec,
Inc., the corporation that executed the foregoing  instrument,  and acknowledged
the said  instrument to be free and voluntary act and deed of said  corporation,
for  the  uses  and  purposes  therein  mentioned,  and on oath  stated  that he
authorized to execute the said instrument.

                                      /s/ Lyn Glover
                                      Notary Public for Washington
                                      My Commission Expires: May 29, 1999
<PAGE>
               (Acknowledgment by Pacific Realty Associates, L.P.)

STATE OF OREGON                            )
                                           ) ss.
County of  WASHINGTON                      )

         On this 10th day of February, 1998, before me,  personally  appeared
David  G.  Hicks,  who,  being  first  duly  sworn,  did say that he is the Vice
President  of  PacTrust  Realty,   Inc.,   General  Partner  of  Pacific  Realty
Associates, L.P., member of Columbia Tech Center, L.L.C.

                                      WITNESS my hand and official seal.

                                      /s/ Gaylee Kim Taylor
                                      Notary Public for Oregon
                                      My Commission Expires: 05-29-01

<PAGE>

                        LABTEC ENTERPRISES, INCORPORATED

                                   EXHIBIT "A"

                          [MAP OF COLUMBIA TECH CENTER]


<PAGE>



                                   EXHIBIT "B"


                            LABTEC ENTERPRISES, INC.
                      BUILDING NO. 28, COLUMBIA TECH CENTER
                          TENANT IMPROVEMENT STANDARDS
                           LIGHT INDUSTRIAL BUILDINGS


                                 February 4,1998

GENERAL -

The cost of standard  tenant  improvement  work described below shall be covered
under the tenant improvement allowance.

         ARCHITECTURE AND ENGINEERING:  Architecture and engineering required to
         obtain a building permit are included for standard office and warehouse
         occupancy classifications.

         PERMITS/FEES:  Building permits,  plan check fees, fire and life safety
         review  charges,  sewer  connection  fees and  SDC's are  included  for
         standard office and warehouse occupancy classifications.

         EXCLUSIONS:  Items noted as  "excluded"  are items which  Landlord will
         consider for  inclusion  but are not included in a typical  improvement
         and  do  not  generally  fit  within  a  "building   standard"   tenant
         improvement allowance.

EXTERIOR AND BUILDING SHELL -

         EXTERIOR:  Modifications  to sitework  and exterior  building  shell to
         accommodate  unusual  tenant  needs are  excluded.  This would  include
         patios;   equipment   pads;   noise  or   special   visual   screening;
         modifications  to  exterior  building  walls,  windows,  or doors;  and
         upgrading  of  electrical,  storm  sewer  or  sanitary  sewer  systems.
         Exterior fencing is excluded.

         TENANT  ENTRIES AND  MAN-DOORS:  Tenant  entry  shall  include a single
         storefront door in the aluminum  storefront system.  Exterior man-doors
         into  warehouse  areas shall be 3' x 7' hollow  metal with  Schlage "D"
         series lever locks.  Special  access  systems,  card lock entries,  and
         unusual door hardware items are excluded.

         OVERHEAD DOORS:  Exterior overhead doors shall be steel sectional type,
         manually operated, vertical or high lift configuration.



                                       -1-

<PAGE>



         ELECTRICAL:   Building  shell  electrical   system  includes  the  main
         electrical  service (1200 Amp,  277/480 Volt,  3-phase) to be shared by
         building  tenants and "house"  panels for exterior  lighting and common
         area power requirements. Tenant improvement electrical service includes
         distribution  of  power  from  the  main  building  service  to  tenant
         subpanels  and the addition of any tenant  subpanels  within the tenant
         space. Generators and UPS systems are excluded.

WAREHOUSE AREAS -

         DEMISING WALLS:

                  Demising  walls shall extend from floor level to the underside
                  of the building roof  structure.  Demising  walls in buildings
                  with clear height 18 feet and less shall be constructed  using
                  metal studs with 5/8"  sheetrock  each side.  Fiberglass  batt
                  insulation shall be provided in metal stud demising walls from
                  floor to 9 feet high.

                  Demising walls in 18' to 24' clear height  buildings  shall be
                  constructed  using wood studs spaced  approximately  4 feet on
                  center and a single layer of 5/8"  plywood  connected to studs
                  with wood "stops". Wood demising walls are uninsulated.

         EXTERIOR  WALLS:  Exterior  walls within  warehouse  areas shall remain
         unpainted,  exposed  concrete.  Insulation  for  exterior  walls within
         warehouse arm is excluded.

         CEILINGS/ROOF  STRUCTURE:  Minimum  of 24' clear  height to  structure.
         Finished  ceilings within warehouse areas are excluded.  Roof structure
         is insulated with R-19 insulation and shall remain exposed. Painting of
         roof structure and supporting elements is excluded.

         FLOORING:  Warehouse floor shall be exposed, sealed concrete.

         PLUMBING:  Special plumbing such as process water and waste systems are
         excluded under standard tenant improvements.

         FIRE PROTECTION: Building shell fire protection system includes service
         to the building and overhead  sprinkler piping and heads. The warehouse
         fire protection  system shall be designed with roof level density of up
         to a 0.495 gpm/2000 s.f.  (ESFR system not  included),  with up to four
         (4) small hose stations included.  Modifications to the overhead system
         shall be provided if required to accommodate demising wall layout.

         H.V.A.C.:  Gas fired unit heaters  shall  provide  heating in warehouse
         areas for freeze  protection  of overhead  water piping  only.  Special
         production area H.V.A.C. and special structural supports for mechanical
         equipment are excluded.



                                       -2-

<PAGE>



         ELECTRICAL:  Warehouse  lighting  shall be provided  using  fluorescent
         fixtures to approximately 10-15 foot-candles  measured 30" above floor;
         warehouse lights to be switched from a location near the office. Except
         for unit heater  connections  and a single  duplex outlet near tenant's
         phone board,  power  connections and outlets within warehouse areas are
         excluded.

IMPROVED OFFICE AREAS -

         CONCRETE: Existing concrete slab on grade shall be sawcut, removed, and
         poured back for underslab utilities as necessary.

         EXTERIOR  WALLS:  Exterior  concrete walls within improved office areas
         shall receive metal stud furring,  insulation, and 5/8" smooth finished
         sheetrock.  Exterior  framed walls within  improved  office areas shall
         receive  thermal  insulation  and 5/8" smooth  finished  sheetrock from
         floor to 9 feet high.

         OFFICE/WAREHOUSE SEPARATION WALLS: Walls separating improved office
         areas and  warehouse  areas  shall  extend  from floor level to 12 feet
         above  floor.  Such  walls  shall be  constructed  using  metal  studs,
         fiberglass  batt  insulation  from  floor  to 9  feet  high,  and  5/8"
         sheetrock  each  side.  Sheetrock  shall  extend  from  floor to top of
         framing  on the  warehouse  side of the wall and from  floor to ceiling
         level on the office side of the wall.

         INTERIOR PARTITIONS:  Interior partitions shall extend from floor level
         to  the  underside  of  ceiling  grid.  Interior  partitions  shall  be
         constructed  using  3-1/2" metal studs at 24" on center and 5/8" smooth
         finished  sheetrock  each side.  Batt  insulation  shall be provided in
         walls surrounding toilet and conference rooms.

         INTERIOR  DOORS:  Interior  doors shall be nominal 3'-0" by 7'-0" solid
         core oak with light Watco finish ("Building Standard Finish") in Timely
         door frames, factory pre-painted in standard off-white color ("Building
         Standard  Frame").  Door hardware to include 1-1/2 pair butts,  Schlage
         "AL" series lever  latch,  and wall stop for each door.  Door  hardware
         finish to be polished chrome.

         RELITES:  Relites are excluded for standard tenant  improvements.  When
         used,  relites shall include 1/4" tempered  glass in Building  Standard
         Frame.

         CABINETS AND MILLWORK:  Plastic laminate covered  countertops  shall be
         provided with counter-mounted  lavatories in each toilet room. Cabinets
         to be constructed to A.W.I.  standards  with plastic  laminate  covered
         tops,  fronts,  and sides.  Cabinet  interiors  shall be constructed of
         melamine or standard low pressure laminate on particle board substrate.
         Concealed hinges,  heavy-duty drawer hardware,  and wire pulls shall be
         included for all drawers or doors.  One 4' by 4' plywood mounting board
         is included for


                                       -3-

<PAGE>



         tenant's phone equipment. Wall paneling, wood base, shelving, and other
         special millwork
         items are excluded.

         ACOUSTICAL  CEILINGS:  Acoustical  ceiling to be 2' by 2' tegular  edge
         ceiling tile (Armstrong  Minatone #705 Fissured) in standard  suspended
         grid. Ceiling height to be approximately 9 feet.

         FLOOR COVERINGS: Floor covering colors shall be selected by Tenant from
         Landlord's standard finish options. Carpet shall be cut pile or loop as
         selected by Tenant.  Cut pile carpet  shall be installed on carpet pad.
         VCT shall be installed in lunch rooms,  copy rooms,  storage rooms, and
         other appropriate locations.  Sheet vinyl flooring shall be provided in
         toilet rooms.  Rubber base shall be 4" high in continuous  lengths.  6"
         high rubber base shall be used in toilet  rooms.  Coved base to be used
         in areas  with  resilient  flooring;  flat base to be used in  carpeted
         areas. Quarry or ceramic tiles, wood flooring,  raised computer floors,
         and other special floor finishes are excluded.

         PAINTING AND WALL COVERING: All interior walls in improved office areas
         shall receive primer and two coats of fresh paint. Paint color is to be
         selected from  Landlord's  standard  color  options.  Plastic  laminate
         wainscot  shall be provided on "wet" walls within toilet rooms.  Vinyl,
         fabric, and other special wall coverings are excluded.

         WINDOW  COVERINGS:  Exterior  windows  shall be covered  with  vertical
         blinds  (solid  plastic  slats),  in building  standard  color.  Window
         coverings are excluded on doors and interior glass systems.

         APPLIANCES:  Appliances  such as  dishwashers,  refrigerators,  garbage
         disposers, and microwave ovens; and vending machines,  coffee makers or
         other similar equipment are excluded.

         FURNITURE AND ACCESSORIES:  Toilet room accessories  include one toilet
         paper holder and one seat cover  dispenser for each water  closet,  one
         paper  towel  dispenser  for each  toilet  room,  and grab  bars  where
         required  by code.  All toilet  accessories  shall be  surface  mounted
         units.  One counter  mounted soap dispenser  shall be provided for each
         toilet room lavatory.  Furniture,  coat hooks,  desk  partitions,  tack
         boards,  white  boards,  projection  screens,  fire  extinguishers  and
         cabinets, lockers, and other miscellaneous accessories are excluded.

         PLUMBING:  Plumbing  shall be provided  within the tenant area to serve
         necessary toilet  facilities,  a Lunch Room sink, and drinking fountain
         if required by code.  Special plumbing work such as showers and vending
         machine connections are excluded.



                                       -4-

<PAGE>



         FIRE  PROTECTION:  Existing  overhead fire  protection  system shall be
         modified as required  for tenant  improvement  ceiling and wall layout.
         Fire  protection  work includes the addition of "drops" to ceilings and
         chrome, semi-recessed sprinkler heads.

         H.V.A.C.:  Roof-top  gas/electric  packaged  HVAC units  shall  provide
         heating and cooling to finished office areas. Typical office cooling to
         be approximately 400 square feet per ton. Maximum roof top unit size to
         be 7.5  ton.  Each  zone  to be  thermostatically  controlled.  Special
         production or clean room  H.V.A.C.,  special  computer room  mechanical
         work,  and  special  structural  support of  mechanical  equipment  are
         excluded.  Ceiling  mounted or  roof-top  mounted  (Landlord's  option)
         exhaust fans shall be provided for toilet room locations.

         ELECTRICAL:

                  Office  area   electrical   work   includes   furnishing   and
                  installation of lighting,  power outlets,  mud rings with pull
                  strings for  phone/data  locations,  and power  connections to
                  HVAC equipment. Electrical deeds to be intermediate grade with
                  wiring  systems to meet code.  Generators  and UPS systems are
                  excluded.

                  Office  lighting  shall be provided using 2' by 4' fluorescent
                  light fixtures with standard acrylic lenses. Wattage available
                  for  lighting  for  each  tenant  space  is  governed  by  the
                  Washington Energy Code.

                  Special architectural lighting (track lighting, spot lighting,
                  down lights, wall sconces, etc.) is excluded. Dual level light
                  switching is excluded.  Lighting lamps, ballasts, and controls
                  shall meet electrical energy consumption code requirements.

                  Duplex outlets shall be provided 2 each per 120 square feet of
                  improved office area.  Power supply for Tenant desk partitions
                  to be provided at wall,  floor,  or power pole locations only;
                  connection to tenant's partition system and wiring within desk
                  partitions  are  excluded.  Mud rings with pull strings to the
                  area  above  ceiling  shall be  provided 2 each per 240 square
                  feet of improved  office area for Tenant  installed  telephone
                  and data wiring.  Cover plates and  receptacles  for telephone
                  and data  wiring and unused mud rings shall be provided by the
                  Tenant's phone or data wiring vendor.

         FIRE ALARM: Fire alarm and smoke detection systems shall be provided if
         required by the local governing jurisdictions.

         SECURITY SYSTEMS: Security systems are excluded.



                                       -5-

<PAGE>


         TELEPHONE AND COMPUTER  SYSTEMS:  Telephone,  data, and computer system
         equipment  and wiring are  excluded.  Tenant phone  equipment  shall be
         provided by tenant and located within the tenant area.

                                       -6-