EXHIBIT 10.25

                            SIMON JOHNSON - FIFE, LLC


                         OFFICE/WAREHOUSE BUILDING LEASE

                             1222 - 46TH AVENUE EAST
                                FIFE, WASHINGTON

                       ABLEAUCTIONS.COM (WASHINGTON), INC.



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                                TABLE OF CONTENTS
                                -----------------
1.     PARTIES.                                                   1
       -------
2.     PREMISES.                                                  1
       --------
3.     TERM.                                                      1
       ----
4.     POSSESSION.                                                1
       ----------

5.     RENT.                                                      2
       ----
         5.a.     Monthly Payments:                               2
                  ----------------
         5.b.     Late Charges:                                   2
                  ------------
         5.c.     Prorate of Rent:                                3
                  ---------------

6.     SECURITY  DEPOSIT.                                         3

7.     TAXES  AND  SIMILAR  CHARGES3
       ----------------------------
8.     USE                                                        4
       ---
9.     COMPLIANCE  WITH  LAW.                                     5
       ---------------------
10.     ALTERATIONS  AND  ADDITIONS.                              5
        ---------------------------
11.     MAINTENANCE  OF  PREMISES.                                6
        -------------------------
12.     LIENS.                                                    7
        -----
13.     ASSIGNMENT  AND  SUBLETTING.                              8
        ---------------------------
14.     HOLD  HARMLESS.                                           8
        --------------
15.     SUBROGATION.                                              9
        -----------
16.     INSURANCE.                                                9
        ---------
17.     MAINTENANCE,  SERVICES  AND  UTILITIES.                  10
        --------------------------------------
              17.a.     Maintenance                               9
                        -----------
              17.b.     Additional Utilities and Services:       10
                        ---------------------------------
              17.c.     Monitoring:                              10
                        ----------
              17.d.     Interruptions and Changes:               10
                        -------------------------
<PAGE>
18.     PROPERTY  TAXES.                                         11
        ---------------
19.     RULES  AND  REGULATIONS.                                 11
        -----------------------
20.     HOLDING  OVER.                                           11
        -------------
21.     ENTRY  BY  LANDLORD.                                     11
        -------------------
22.     RECONSTRUCTION.                                          12
        --------------
23.     HAZARDOUS  MATERIALS                                     13
        --------------------
           23.a.     Hazardous Materials Generally Prohibited:   13
                     ----------------------------------------
           23.b.     Notifications and Records:                  13
                     -------------------------
           23.c.     Clean Up Responsibility:                    14
                     -----------------------
           23.d.     Hazardous Material Defined:                 14
                     --------------------------
           23.e.     Fees, Taxes, Fines and Remedies:            14
                     -------------------------------
24.     DISABILITIES  ACT.                                       14
        -----------------
25.     DEFAULT.                                                 15
        -------
26.     REMEDIES  IN  DEFAULT.                                   16
        ---------------------
27.     EMINENT  DOMAIN.                                         16
        ---------------
28.     OFFSET  (ESTOPPEL)  STATEMENT.                           17
        -----------------------------
29.     AUTHORITY  OF  PARTIES.                                  17
        ----------------------
           29.a.     Corporate Authority:                        17
                     -------------------
           29.b.     Partnerships:                               17
                     ------------
30.     GENERAL  PROVISIONS.                                     17
        -------------------
31.     TENANT  IMPROVEMENTS.                                    19
        --------------------
32.     CARPET  CLEANING.                                        19
        ----------------

<PAGE>
33.     NOTICES.                                                 19
        -------
34.     OPTION  TO  PURCHASE                                     20
        --------------------
35.     OPTION  TO  ASSUME  LEASE,  AND  PERSONAL  GUARANTEE.    20
        ----------------------------------------------------
36.     TRAINED  SECURITY  DOGS                                  20
        -----------------------

LANDLORD SIGNATURE & NOTARY                                      21
TENANT SIGNATURE, GUARANTEE & NOTARY                             22
EXHIBIT A                                                        24
EXHIBIT B                                                        25
EXHIBIT C                                                        26
EXHIBIT D                                                        28


<PAGE>
                            SIMON JOHNSON - FIFE, LLC
                         OFFICE/WAREHOUSE BUILDING LEASE
1.     PARTIES.
       -------

This  Lease,  dated,  (for  reference purposes only) May 1, 2002, is made by and
between  SIMON  JOHNSON  -  FIFE,  LLC,  a Washington limited liability company,
(herein  called  "Landlord")  and  ABLEAUCTIONS.COM  (WASHINGTON),  INC. (herein
                                   -------------------------------------
called  "Tenant").

2.     PREMISES.
       --------
Landlord  does  hereby  lease  to  Tenant and Tenant hereby leases from Landlord
approximately 41,742 square feet of certain office, warehouse space and attached
approximately  4  acres  of  fenced  parking/yard  areas situated at 1222 - 46th
Avenue  E.,  Fife,  Washington,  (  "Premises")  indicated on Exhibit A attached
hereto  and  made  a part hereof. Legal Description is shown on Exhibit A.  Said
Lease is subject to the terms, covenants and conditions herein set forth and the
Tenant  covenants  as a material part of the consideration to this Lease to keep
and  perform  each  and  all of said terms, covenants and conditions by it to be
kept  and  performed  and  that  this  Lease  is made upon the condition of said
performance.

3.     TERM.
       ----
     3.A.     The  term of this Lease shall be for FIVE (5) YEARS, commencing on
                                                   --------------
the  1ST  DAY  OF  JUNE,  2002, and ending on the 31ST DAY OF MAY, 2007.  Tenant
     -------------------------                    ---------------------
shall  have  the  right  to extend the term of this Lease for an additional five
years,  with  rent  for  such  years  payable in accordance with the schedule in
paragraph  5a.  of  this  Lease.  Tenant's right to extend the Lease as provided
herein  is  conditioned  on  Tenant giving notice to Landlord of its exercise of
such right at least nine (9) months prior to the end of the initial term of this
Lease,  and  Tenant  not being in default at the time such notice is given or at
any  time  through  the  end  of  the  initial  term  of  this  Lease.

     3.B.     Subject  to  the  parties'  mutual  agreement,  in  their sole and
absolute  discretion,  regarding  the  amount  of  rent  to  be  paid during the
additional renewal terms to that stated above, there shall be two (2) additional
options to renew this lease for five (5) years each.  Options shall be exercised
by  notifying  Landlord in writing nine (9) months prior to end of current term.
Landlord  and  Tenant  agree  to  negotiate the rental rate for the renewal term
within  the  nine (9) months preceding the end of the current term.  If Landlord
and  Tenant,  each  in  their  sole and absolute discretion, cannot agree upon a
rental  rate  for  the  renewal  term,  then  the  option  shall  terminate.

4.     POSSESSION.
       ----------
Tenant  is  already  in  possession  of  the  Premises,  and  shall  continue in
possession  of  the Premises pursuant to this Lease upon the commencement of the
Term  hereof.  From  and  after  the  execution  of this Lease, Tenant shall pay
$10,750.00  per  month in rent, and Tenant's occupation of the Premises shall be
subject  to  all  the same provisions of this Lease; provided, however, that the
Term  of  this  Lease  shall  not  commence  until  June  1,  2002.

                                        1
<PAGE>
5.     RENT.
       ----

5.A.     MONTHLY  PAYMENTS:

     Tenant  agrees  to  pay,  and  Landlord  agrees  to  accept, rental for the
Premises  as  provided  below. All rent shall be due and paid monthly in advance
and  without  prior notice or demand on or before the fifth day of each month at
Landlord's  office  in  Tacoma,  Washington.  Tenant  waives  and  disclaims any
present  or  future  right to have applied as payment of rent, as set-off, or as
counterclaim in any action for rent owing, any obligation of Landlord to Tenant,
and the rent shall be paid without abatement or offset for any cause whatsoever.

Year   1  -  Months     1  -  12   Rent  will  be  $15,600.00  per  month
Year   2  -  Months   13  -  24   Rent  will  be  $16,600.00  per  month
Year   3  -  Months   25  -  36   Rent  will  be  $17,600.00  per  month
Year   4  -  Months   37  -  48   Rent  will  be  $17,600.00  per  month
Year   5  -  Months   49  -  60   Rent  will  be  $17,600.00  per  month
Year   6  -  Months   61  -  72   Rent  will  be  $18,128.00  per  month
Year   7  -  Months   73  -  84   Rent  will  be  $18,672.00  per  month
Year   8  -  Months   85  -  96   Rent  will  be  $19,232.00  per  month
Year   9  -  Months   97  -  108  Rent  will  be  $19,809.00  per  month
Year  10  -  Months  109  -  120  Rent  will  be  $20,403.00  per  month

Provided,  that  if  (i) Randal Ehli pays $30,000.00 to Landlord pursuant to the
Option  Agreement  referred  to  in  Section 34.a. of this Lease and attached as
Exhibit  D  to  this  Lease, and (ii) neither Optionee exercises their option to
purchase  the  Premises, and (iii) AbleAuctions.com or Randal Ehli (or an entity
designated  by  him  and  in  which  he  holds an equity interest) completes the
original  five  (5)  year  term of this Lease, then the Tenant at the end of the
original  five (5) year term shall receive a credit against the monthly rent due
in the amount of Ten Thousand U.S. Dollars ($10,000.00 USD) per month in each of
the  last  three  (3)  months  of  such  term  (i.e.,  months  58,  59, and 60).

5.B.     LATE  CHARGES:

     Tenant  hereby acknowledges that late payment by Tenant to Landlord of Rent
or  other sums due hereunder will cause Landlord to incur costs not contemplated
by  this  Lease,  the  exact  amount  of  which  will  be extremely difficult to
ascertain.  Such  costs  include,  but  are  not  limited  to,  processing  and
accounting charges, and late charges which may be imposed upon Landlord by terms
of  any  mortgage  or  trust  deed  covering  the Premises.  Accordingly, if any
installment  of  Rent  or  a sum due from Tenant shall not have been received by
Landlord  or  Landlord's designee on or before the fifth day of any month of the
term, then Tenant shall pay to Landlord a late charge equal to ten (10%) percent
of  such overdue amount but such late charge shall not be less than $50.00.  The
parties  hereby  agree  that  such  late charges represent a fair and reasonable
estimate  of  the cost that Landlord will incur by reason of the late payment by
Tenant.  Acceptance  of  such  late  charges  by  the Landlord shall in no event
constitute  a  waiver  of Tenant's default, as defined in Article 25 below, with
respect  to such overdue amount, nor prevent Landlord from exercising any of the
other  rights  and  remedies  granted  hereunder.

     If  late  payment  charges are assessed in more than two consecutive months
during  the  term  of  this Lease, or if any rental payment is dishonored by any
bank  or  financial  institution for any reason, Landlord may require all future
rental  payments  to  be made by cashier's check, wire transfer, or money order.
                                        2
<PAGE>
5.C.     PRORATE  OF  RENT:

     Rent, including Additional Rent outlined in Article 7 below, for any period
during  the  term  of this Lease which is for less than one (1) month shall be a
prorated portion of the monthly installment, based upon a thirty (30) day month.

6.     SECURITY  DEPOSIT.
       -----------------
Tenant  has  deposited  with  Landlord  the  sum  of Fifteen Thousand and No/100
                                                     ---------------------------
Dollars  ($15,000.00).  Said  sum  shall be held by Landlord as security for the
faithful  performance  by  Tenant  of all the terms, covenants and conditions of
this Lease to be kept and performed by Tenant during the Term hereof.  If Tenant
defaults  with respect to any provision of this Lease, including but not limited
to,  the provisions relating to the payment of Rent, Landlord may (but shall not
be  required  to)  use, apply or retain all or any part of this security deposit
for  the  payment of any Rent or any other sum in default, or for the payment of
any  amount  which  Landlord may spend or become obligated to spend by reason of
Tenant's  default,  or to compensate Landlord for any other loss or damage which
Landlord  may  suffer  by  reason  of  Tenant's default.  If any portion of said
deposit  is so used or applied, Tenant shall, within five (5) days after written
demand,  deposit  cash  with  Landlord  in  an  amount sufficient to restore the
security  deposit to its original amount, and Tenant's failure to do so shall be
a  material  breach  of this Lease.  Landlord shall not be required to keep this
security  deposit  separate  from  its  general  funds,  and Tenant shall not be
entitled  to  interest  on  such  deposit.  If Tenant shall fully and faithfully
perform  every  provision  of  this  lease  to  be performed by it, the security
deposit  or any balance thereof shall be returned to Tenant at the expiration of
the  Lease  Term.  In  the  event  of  termination of Landlord's interest in the
Lease, Landlord shall transfer said deposit to Landlord's successor in interest.

7.     TAXES  AND  SIMILAR  CHARGES/TAX  PAYMENTS.
       -------------------------------------------

7.a.     In  addition  to the Base Rent, Tenant agrees to pay as Additional Rent
any  and all real property taxes, regular and special assessments, license fees,
public  service impact fees and other charges of any kind and nature whatsoever,
payable by Landlord as a result of any public or quasi-public authority, private
party, or owner's association levy, assessment or imposition against, or arising
out  of  Landlord's  ownership  of  or interest in, the real estate described in
Exhibit  A(hereinafter  collectively referred to as the "Charges").  During each
month  of  the  Lease Term, Tenant shall make a monthly payment to Landlord (the
"Tax  Payment")  equal  to 1/12 of the Charges which will be due and payable for
that  particular calendar year.  Any lump sum public service impact fees paid by
Landlord shall be amortized over ten (10) years at interest not to exceed twelve
percent  (12%)  per  annum,  and  equal  installments of such fee, together with
interest  accrued thereon, shall be payable monthly as a portion of the Charges.
Tenant  authorizes  Landlord to use the funds paid by Tenant with Landlord under
this  Paragraph 7 to pay Charges.  Each Tax Payment shall be due and payable, as
additional  rent  at  the  same  time  and  in the same manner as the payment of
monthly  rental  as  provided  herein.  The  amount  of  the Initial Monthly Tax
Payment  will  be  specified by notice to Tenant on or before June 1, 2002.  The
Initial  Tax  Payment  is based upon the estimated Charges for the year 2002 and

                                        3
<PAGE>
the  monthly Tax Payment is subject to increase or decrease as determined by the
Landlord  to reflect an accurate payment of Tenant's estimated Charges.  The Tax
Payment  account  of Tenant shall be reconciled annually.  If the Tenant's total
Tax Payments are less than Tenant's actual charges, Tenant shall pay to Landlord
upon  demand  the  difference;  if  Tenant's  total  Tax  Payments are more than
Tenant's  actual  Charges,  Landlord  shall  retain such excess and credit it to
Tenant's  Tax  Payment  account  for  the  successive  year's  Charges.

7.b.     If  Tenant  should  fail to pay any Tax Payments required to be paid by
Tenant  hereunder,  in  addition to any other remedies provided herein, Landlord
may,  if it so elects, pay such Tax Payments or taxes, assessments, license fees
and other Charges. Any sums so paid by Landlord shall be deemed to be additional
rental owing by Tenant to Landlord and due and payable upon demand as additional
rental  plus interest at the lower of (1) the maximum rate allowed by law or (2)
rate  of  eighteen percent (18%) per annum, from the date of payment by Landlord
until  repaid  by  Tenant.

7.c.     If  at  any  time during the Lease Term, the present method of taxation
shall  be  changed  so  that  in  lieu  of  the  whole or any part of any taxes,
assessments,  fees or charges levied, assessed or imposed on real estate and the
improvements  thereon,  there shall be levied, assessed or imposed on Landlord a
capital  levy  or  other  tax  directly on the rents received therefrom and/or a
franchise  tax,  assessment, levy or charge measured by or based, in whole or in
part,  upon  such rents or the present or any future building or buildings, then
all such taxes, assessments, fees or charges, or the part thereof so measured or
based  shall be deemed to be included within the term "Charges" for the purposes
hereof.

7.d.     Tenant  shall  have  the  right  to  contest taxes at Tenant's cost and
expense  and  if  Tenant's  protest  or contest requires the payment of taxes be
withheld  Tenant  may  request  that  Landlord delay such payment.  However, the
monthly  tax  amount  continues  to  be  paid  to  Landlord during this dispute.
Landlord  will  do so if the Landlord's Lender allows such contest, and withhold
payment  only  if  Tenant  provides  Cash  Deposits, Bonds, or other Security or
Collateral  acceptable  to Landlord and Lender to secure the payment of such tax
should  the  contest  or  protest  be  denied.

7.e.     Tenant  further  agrees  to  pay to Landlord upon demand all consultant
costs,  attorneys'  fees  and  other  costs  and  expenses  incurred by Landlord
relating  to  Tenant's  dispute  or  contest  of  any  Charges.

7.f.     Any payment to be made pursuant to this Paragraph 7 with respect to the
calendar  year  in which this Lease commences or terminates shall be prorated on
the  basis  of  a  360-day  year  with  twelve  30-day  months.

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

Notwithstanding anything contained in this Article, the rental payable by Tenant
for  any  month  shall  in no event be less than the Rent specified in Article 5
above  as  increased  by  any  increases  for  Additional  Rent  due  hereunder.
                                        4
<PAGE>
8.     USE.
       ---
Tenant  shall  use the Premises for warehouse/office/auction/retail purposes and
                                    -------------------------------
shall  not  use  or permit the Premises to be used for any other purpose without
the  prior  written consent of Landlord, which consent shall not be unreasonably
withheld  delayed.

Tenant  shall not do or permit anything to be done in or about the Premises, nor
bring  or  keep  anything  therein  which  will in any way increase the Building
utilities  expense or the existing rate of or affect any fire or other insurance
upon the Building or any of its contents, or cause cancellation of any insurance
policy  covering  said  building  or  any  part  thereof or any of its contents.
Tenant  shall  not  use  or  permit  the  Premises  to be used for any improper,
immoral,  unlawful,  or objectionable purpose, nor shall Tenant cause, maintain,
or  permit  any nuisance in, on, or about the Premises.  Tenant shall not commit
or  suffer to be committed any waste in or upon the Premises.  Landlord has sole
discretion  in  determining and defining what violates the purported use for the
Premises;  Landlord's  discretion includes, but is not limited to, defining what
uses  are  improper, immoral, unlawful, and objectionable, as well as those uses
that  create  nuisances  or  those  that  are  wasteful.

Any  violation  of  the purported and approved use of the Premises as defined by
Article  8  shall  constitute  default  under  this  Lease  at  Landlord's  sole
discretion.

9.     COMPLIANCE  WITH  LAW.
       ---------------------
Tenant  shall not use the Premises or permit anything to be done in or about the
Premises  which  will  in  any  way conflict with any law, statute, ordinance or
governmental  rule  or regulation now in force or which may hereafter be enacted
or  promulgated.  Tenant  shall,  at  its sole cost and expense, promptly comply
with  all  laws,  statutes,  ordinances  or  governmental  rules, regulations or
requirements  now  in  force  or  which  may  hereafter be in force and with the
requirements of any board of fire insurance underwriters or other similar bodies
now  or  hereafter  constituted, relating to, or affecting the condition, use or
occupancy  of  the  Premises,  excluding  structural  changes  not related to or
affected  by  Tenant's  improvements  or  acts.

Without  limiting  the  generality  of  the  foregoing,  Tenant  specifically
acknowledges  that  the  undertaking herein shall apply to all laws dealing with
the  transportation,  use,  storage,  maintenance,  generation,  manufacturing,
handling,  disposal, release, discharge, spill or leak of any Hazardous Material
as described in Article 23, and the Disabilities Acts as described in Article 24
(whether  or  not  any  of  such matters shall have been theretofore approved by
Landlord).

Tenant's failure to comply with any law, statute, ordinance or governmental rule
or  regulation  now  in  force  or which may hereafter be enacted or promulgated
shall  constitute  default  under  this  Lease.

10.     ALTERATIONS  AND  ADDITIONS.
        ---------------------------
Tenant  shall  not  make  or  suffer  to  be  made any alterations, additions or
improvements  to  or  of  the  Premises  or any part thereof without the written
consent  of  Landlord  first  had  and obtained, in Landlord's sole and absolute
discretion.   In  the  event Landlord consents to the making of any alterations,
additions  or  improvements to the Premises by Tenant, the same shall be made by

                                        5
<PAGE>
Tenant  at Tenant's sole cost and expense, and any contractor or person selected
by Tenant to make the same must first be approved of in writing by the Landlord.
Landlord  may  require,  at Landlord's sole option, that Tenant shall provide to
Landlord,  at  Tenant's  sole cost and expense, a lien and completion bond in an
amount  equal  to  one  and  one-half  (1  )  times  all  estimated costs of any
improvements,  additions,  or  alterations  in  the Premises, to insure Landlord
against  any  liability  for  mechanics'  and  materialmen's liens and to insure
completion  of  the  work.  Any  alterations, additions or improvements to or of
said  Premises,  including  but  not  limited  to,  wall  covering, paneling and
built-in  cabinet  work,  but  excepting  movable  furniture and trade fixtures,
shall, in Landlord's sole and absolute discretion, on the expiration of the Term
become  a part of the realty and belong to the Landlord and shall be surrendered
with  the Premises, or shall be removed by Tenant. Upon the expiration or sooner
termination  of  the Term hereof, Tenant shall repair any damage to the Premises
caused  by  Tenant  or  Tenant's  agents  or  caused  by any removal of Tenant's
furniture  and  trade  fixtures,  or  improvements.

11.     MAINTENANCE  OF  PREMISES.
        --------------------------

     11.A.     Tenant shall , at its own cost and expense, keep and maintain all
parts  of  the Premises in good condition, promptly making all necessary repairs
and  replacements,  including but not limited to windows, glass and plate glass,
doors, any special office entry, interior walls and finish work, floor and floor
covering,  heating  and air conditioning systems, dock boards, truck doors, dock
bumpers,  dock storm drains, sump pumps, black top, bioswale pond, plumbing work
and  fixtures,  termite  and  pest  extermination,  regular removal of trash and
debris,  keeping the parking areas, driveways, landscaping, alleys and the whole
of  the  Premises  in  a  clean  and  sanitary  condition.  Tenant  shall not be
obligated  to  repair any damage caused by tornado, or other casualty covered by
the  insurance to be maintained by Tenant pursuant to Subparagraph 19 below, and
Tenant shall be obligated to repair all wind damage to glass except with respect
to  tornado  or  hurricane  damage.

     11.B.     Tenant  shall  not  damage  any  demising  wall  or  disturb  the
integrity  and support provided by any exterior wall and shall, at its sole cost
and expense, promptly repair any damage or injury to any demising wall caused by
Tenant  or  its  employees,  agents,  invitees,  visitors  or  contractors.

     11.C.  If  Tenant  is  identified  as  being responsible for obstruction or
stoppage  of  a  common  sanitary  sewage  line or similar utility service, then
Tenant  shall  pay  all  costs  attributable thereto, upon demand, as additional
rent.

     11.D.  Tenant  shall,  at  its own cost and expense, enter into a regularly
scheduled  preventive maintenance/service contract with a maintenance contractor
approved  in  writing by Landlord for servicing all heating and air conditioning
systems  and  other equipment within the Premises. Service contracts to be given
to  Landlord  for  proof  of  the  maintenance.

     11.E.  Tenant  is  responsible for carpet cleaning. Carpet cleaning must be
completed  at  least  once  a  year  with  verification  provided  to  Landlord.

     11.F. Notwithstanding the provisions of Article 11.a. above, and subject to
the  provisions  of Article 32 and Exhibit B, Landlord shall repair and maintain
the  structural  portions  of  the  roof,  exterior  walls,  demising  walls and
foundations.  Tenant shall repair and pay for any damage to such items caused by

                                        6
<PAGE>
any  act,  omission  or  negligence  of  Tenant,  or Tenant's employees, agents,
invitees,  visitors or contractors, or caused by Tenant's default hereunder. The
term  "walls"  as  used  herein shall not include windows, glass or plate glass,
door,  garage  doors,  roll  up  doors,  special store fronts or office entries.
Tenant  shall  immediately  give  Landlord written notice of need for structural
repairs,  after  which  Landlord shall have a reasonable opportunity and time to
repair  or  replace  same. If such replacements are required immediately for any
reason,  the Landlord will use its best efforts to complete such replacements as
quickly  as  possible. Except as provided in Paragraph 22 hereof, there shall be
no  abatement of rent and no liability of Landlord by reason of any injury to or
interference  with  Tenant's  business  arising  from the making of any repairs,
alterations or improvements in or to any portion of the Building or the Premises
or  in  or  to  fixtures, appurtenances and equipment therein. Tenant waives the
right  to make repairs at Landlord's expense under any law, statute or ordinance
now  or  hereafter  in  effect.

12.     LIENS.
        -----
During  the  term  of  this  Lease  there  shall be no mechanics' liens upon the
Landlord's  interest in the Premises and in the improvements located thereon, or
against the furnishings, fixtures, or equipment thereof, arising through the act
of  Tenant or any person claiming under, by or through Tenant; and no person who
furnishes  work,  labor,  services,  or  materials  to  the  Premises, or to the
furniture,  furnishings,  fixtures, and equipment thereof, and claiming directly
or  indirectly  through or under Tenant, or through or under any act or omission
of  Tenant,  shall  ever become entitled to a lien which is superior in rank and
dignity  to  that  of  this  Lease  reserved unto Landlord upon the lands hereby
demised  or  upon any improvements now or hereafter situate thereon, or upon any
insurance  policies  or insurance money aforesaid, or on account of any labor or
materials furnished for any such improvements, or for or on account of any other
material  or  thing  whatsoever, and nothing in this Lease shall be construed in
such  a  way  as  to  contradict  this  provision  in  this  Lease.  All persons
furnishing any such labor or material to Tenant, or to the Premises, at Tenant's
order, or at the order of any person dealing directly or indirectly with Tenant,
as  well as all other persons whomsoever, shall be bound by these provisions and
by  notice  thereof  from and after the date of this Lease, and all materialmen,
contractors,  mechanics,  and  laborers are hereby charged with notice that they
must look only to Tenant and Tenant's interest in all buildings and improvements
thereon  situate,  to  secure the payment of any and all bills for work done, or
materials  furnished  or  performed  during  the  term  hereby  granted.

Tenant  shall  have  no  authority  to  create, and shall not create or place or
permit  any other person to create or place, any lien or encumbrance of any kind
or nature whatsoever upon, or in any manner to bind, the interest of Landlord in
the Premises for any claim in favor of any person dealing with Tenant, including
those  who  may  furnish  materials  or  perform  labor  for  any  improvement,
alteration, construction, or repairs, and each such claim shall affect, and each
such  lien  shall  attach  to, if at all, only the leasehold interest granted to
Tenant  by  this  Lease.  All  persons  contracting  with Tenant, or directly or
indirectly,  or  with any person who in turn is contracting with Tenant, for any
work  on  the Premises, including but not limited to the erection, construction,
installation,  alteration,  or  repair  of  any  building,  buildings  or  other
improvements,  or  for  the  destruction or removal of any building or buildings
upon  the  Premises,  or  furnishings  and  fixtures  located  thereon,  and all
materialmen,  contractors,  mechanics,  laborers,  and other persons, are hereby
charged  with notice that as and from the date of this Lease they must look only

                                        7
<PAGE>
to Tenant and the Tenant's interest in and to the Premises to secure the payment
of  any  bill  for work done or materials furnished or performed during the term
hereby granted.  Tenant covenants and agrees that it will timely pay or cause to
be  paid  all  sums  due  and payable by it on account of any labor performed or
materials  furnished  in  connection  with any work performed on the Premises on
which  any  lien is or can be asserted against Tenant's interest in the Premises
or the improvements located thereon, and that Tenant will indemnify and save and
hold  Landlord harmless from and against any and all claims or liens against the
leasehold  estate  or  against the right, title, and interest of Landlord in the
Premises  or  under  the  terms  of this Lease.  Tenant's obligations under this
Section  shall  survive  the  expiration  or  other  termination  of this Lease.

Tenant's  failure  to  comply with the requirements outlined in Article 12 shall
constitute  default  under  this  Lease.

13.     ASSIGNMENT  AND  SUBLETTING.
        ---------------------------
Tenant  shall  not  either voluntarily or by operation of law, assign, transfer,
mortgage,  pledge,  hypothecate  or encumber this Lease or any interest therein,
and  shall  not  sublet  the  said Premises or any part thereof, or any right or
privilege  appurtenant  thereto,  or  suffer  any  other  person (the employees,
agents,  servants  and  invitees  of  Tenant excepted) to occupy or use the said
Premises,  or any portion thereof, without the written consent of Landlord first
had  and  obtained,  which  shall not be unreasonably withheld.  It shall not be
unreasonable  for  Landlord  to  withhold  or  condition  its  consent  based on
reasonable  considerations  of  protection of the character and integrity of the
Premise, the buildings located thereon, and the neighborhood, or upon reasonable
business  considerations.  Consent  to one assignment, subletting, occupation or
use  by  any  other  person  shall not be deemed to be consent to any subsequent
assignment,  subletting,  occupation  or  use  by  another  person.  Any  such
assignment  or  subletting without such consent shall be void, and shall, at the
option  of  the Landlord, constitute a default under this Lease.  Consent to any
such  assignment  or subletting shall in no way relieve Tenant of its continuing
primary  liability  under  this  Lease.

14.     HOLD  HARMLESS.
        --------------

Tenant  shall  indemnify and hold harmless Landlord against and from any and all
claims arising from Tenant's use of the Premises for the conduct of its business
or  from  any  activity, work, or other thing done, permitted or suffered by the
Tenant  in  or about the Building, and shall further indemnify and hold harmless
Landlord  against and from any and all claims arising from any breach or default
in  the performance of any obligation on Tenant's part to be performed under the
terms of this Lease, or arising from any act or negligence of the Tenant, or any
officer,  agent, employee, guest, or invitee of Tenant, and from all and against
all  costs,  attorney's  fees, expenses and liabilities incurred in or about any
such claim or any action or proceeding brought thereon, and, in any case, action
or  proceeding be brought against Landlord by reason of any such claim.  Tenant,
as  a material part of the consideration to Landlord, hereby assumes all risk of
damage  to  property or injury to persons, in, upon or about the Premises or any
common  areas  from  any  cause other than the Landlord's negligence, and Tenant
hereby  waives  all  claims  in  respect  thereof  against  Landlord.

Landlord  or its agents shall not be liable for any damage to property entrusted
to  employees  of the Building or for loss or damage to any property by theft or
otherwise, nor for any injury to or damage to persons or property resulting from

                                        8
<PAGE>
fire,  explosion,  falling plaster, steam, gas, electricity, water or rain which
may leak from any part of the Building or from the pipes, appliances or plumbing
works  therein  or  from  the roof, street or subsurface or from any other place
resulting  from  dampness or any other cause whatsoever, unless caused by or due
to  the  negligence of Landlord, its agents, servants or employees.  Landlord or
its  agents  shall  not  be  liable  for  interference  with  the light or other
incorporeal  hereditments,  loss  of  business  by Tenant, nor shall Landlord be
liable  for  any  latent  defects  in  the  Premises  or  in  the  Building.

Without  limiting  the  generality  of  the  foregoing,  Tenant  specifically
acknowledges  that  the  undertaking  herein shall apply to claims in connection
with  or  arising  out  of  the  transportation,  use,  storage,  maintenance,
generation, manufacturing, handling, disposal, release, discharge, spill or leak
of any Hazardous Material as described in Article 23, and violations of Tenant's
responsibilities  respecting  the  Disabilities  Acts as described in Article 24
(whether  or  not  any  of  such matters shall have been theretofore approved by
Landlord).

15.     SUBROGATION.
        -----------
As  long  as  their  respective  insurers  so permit, Landlord and Tenant hereby
mutually  waive  their  respective  right of recovery against each other for any
loss  insured  by  fire, extended coverage and other property insurance policies
existing for the benefit of the respective parties.  Each party shall obtain any
special  endorsements,  if required by their insurer to evidence compliance with
the  aforementioned  waiver.

16.     INSURANCE.
        ---------
     16.A.     Liability.  Tenant shall, at Tenant's expense, obtain and keep in
               ----------
force  during  the term of this Lease a policy of comprehensive public liability
insurance,  naming  Landlord  as  an  additional  insured, insuring Landlord and
Tenant  against  any  liability  arising out of the ownership, use, occupancy or
maintenance  of  the  Premises and all areas appurtenant thereto.  The limit for
such  insurance  shall be a minimum of Two Million Dollars ($2,000,000.00).  The
limitations  of  said  insurance  shall not, however, limit the liability of the
Tenant  hereunder.  Tenant  may  carry  said  insurance  under a blanket policy,
providing,  however, said insurance by Tenant shall have a Landlord's protective
liability  endorsement  attached  hereto.  If  Tenant  shall fail to procure and
maintain such insurance, Landlord may, but shall not be required to, procure and
maintain  same,  but  at  the  expense of Tenant.  Insurance required hereunder,
shall  be  in  companies rated A+ or better in "Best's Insurance Guide."  Tenant
shall  deliver to Landlord prior to occupancy of the Premises copies of policies
of  liability insurance required herein or certificates evidencing the existence
and  amount of such insurance with loss payable clauses satisfactory to Landlord
with evidence of payment.  No policy shall be cancelable or subject to reduction
of  coverage  except  after  thirty (30) days' prior written notice to Landlord.

     16.B.     Casualty.  Tenant  shall  obtain  and  pay  for fire and extended
               ---------
coverage insurance, including earthquake coverage, for the Premises covering all
risks,  with  no  co-insurance,  and  insuring the full replacement costs of the
Building.  Such  insurance shall have a rent loss coverage for twelve months and
meet all other requirements of Landlord's Lender.  The procedures with regard to
insurance  including  notice  and  other  provisions shall be the same as to the
above  requirements for liability insurance.  Landlord shall be the insured, and
Tenant  and  Lender  shall  be  additional  insureds.

                                        9
<PAGE>
17.     MAINTENANCE,SERVICES  AND  UTILITIES.
        ------------------------------------
     17.A.     Tenant agrees to pay all cost of operation and maintenance of the
Premises.  Premises maintenance which shall be paid by Tenant shall include, but
not  be  limited  to, costs incurred for lighting, water, sewage, trash removal,
exterior  painting,  exterior  window  cleaning, accounting, policing, sweeping,
services  negotiation,  sewer  lines,  plumbing,  landscape  maintenance,  plant
material  replacement  and  for  administration  of  the items set forth in this
paragraph.  Tenant  shall  maintain  the  Premises in good condition and repair,
landscape  maintenance  to  be  maintained  at  no  less  than  present  level.

17.B.     ADDITIONAL  UTILITIES  AND  SERVICES:

     Landlord  and Tenant agree and acknowledge that Tenant accepts the existing
HVAC  system  and  distribution  in  an "as is" condition, subject to Landlord's
obligation  to  perform  a  complete  maintenance  thereof pursuant to Exhibit B
hereto.  Landlord  shall  not  be responsible for inadequate air-conditioning or
ventilation  whenever  the  use  or occupancy of the Premises exceeds the normal
capacity  or  design  loads  of,  affects  the temperature or humidity otherwise
maintained  by, or otherwise adversely affects the operation of, the systems and
equipment  for  the  Building,  whether  due  to items of equipment or machinery
generating  heat,  above  normal  concentrations  of  personnel  or  equipment,
alterations  to the Premises made by or through Tenant without balancing the air
or installing supplemental HVAC equipment.  In any such case, Landlord may elect
to  balance  the  air,  install, operate, maintain and replace such supplemental
HVAC  equipment  during  the  Term,  at Tenant's expense, as an extra utility or
service.  Tenant  shall  pay  for any extra utilities or services, such standard
charges  as Landlord shall from time to time establish, Landlord's out-of-pocket
costs  for architects, engineers, consultants and other parties relating to such
extra  utilities or services.  All payments for such extra utilities or services
shall be due at the same time as the installment of Rent with which the same are
billed,  or  if  billed separately, shall be due within ten (10) days after such
billing.  Notwithstanding  the  foregoing  to  the contrary, in lieu of charging
separately  for additional utilities and services, Landlord may reasonably elect
from  time  to  time  to  expand or modify the amounts of services and utilities
available  without  separate  charge,  in  which case the costs thereof shall be
included  as  Operating  Costs  in  computing  Additional  Rent,  if applicable.

17.C.     MONITORING:

     Unless  additional  equipment  is  added  to  the Premises to provide extra
utilities  or  services,  Landlord  will  not  install  any additional meters or
submeters for monitoring or estimating any services or utilities used by Tenant.
If  any  new  equipment  is added to the Premises, Landlord may install metering
devices  to  determine  Tenant's  additional usage of services or utilities.  If
such  system  indicates  such  excess  services  or  utilities, Tenant shall pay
Landlord's  charges  and  fees  as  described  in  Paragraph  17.c.,  above, for
installing  and  operating  such  system and any supplementary air-conditioning,
ventilation,  heat,  electrical or other systems or equipment (or adjustments or
modifications  to  the  existing systems and equipment) which Landlord may make,
and  Landlord's  charges for such amount of excess services or utilities used by
Tenant.

17.D.     INTERRUPTIONS  AND  CHANGES:

     Landlord  shall have no liability for interruptions, variations, shortages,
failures,  changes  in  quality,  quantity,  character  or  availability  of any
utilities or services caused by repairs, maintenance, replacements, alterations,
labor  controversies,  accidents,  inability  to  obtain  services, utilities or

                                       10
<PAGE>
supplies,  governmental  or  utility  company  acts  or omissions, requirements,
guidelines or requests, or other causes beyond Landlord's reasonable control (or
under any circumstances with respect to utilities or services not required to be
provided by Landlord hereunder).  Under no circumstances whatsoever shall any of
the  foregoing  be  deemed  an  eviction  or  disturbance  of  Tenant's  use and
possession  of the Premises or any part thereof, serve to abate Rent, or relieve
Tenant  from  performance of Tenant's obligations under this Lease.  Landlord in
no  event  shall  be  liable  for damages by reason of loss of profits, business
interruption  or  other  consequential  damages in connection with the foregoing
events.  Nevertheless, in any such events after receiving notice, Landlord shall
use  reasonable  efforts  to  restore  such utilities or services required to be
provided  hereunder  to  reasonable  levels.

18.     PROPERTY  TAXES.
        ---------------
Tenant  shall  pay,  or  cause to be paid, before delinquency, any and all taxes
levied  or  assessed  and  which  become payable during the term hereof upon all
Tenant's  leasehold  improvements,  equipment,  furniture, fixtures and personal
property  located  in  the  Premises;  except  that  which  has been paid for by
Landlord,  and  is the standard of the Building.  In the event any or all of the
Tenant's  leasehold  improvements,  equipment,  furniture, fixtures and personal
property  shall  be  assessed  and  taxed with the Building, Tenant shall pay to
Landlord  its  share of such taxes within ten (10) days after delivery to Tenant
by  Landlord  of  a  statement in writing setting forth the amount of such taxes
applicable  to  Tenant's  property.

19.     RULES  AND  REGULATIONS.
        -----------------------
Tenant  shall  faithfully  observe and comply with the rules and regulation that
Landlord  shall from time to time promulgate.  The initial rules and regulations
are  attached  hereto  as  Exhibit  C,  and  any  violation  of  said  rules and
regulations shall be considered default under this Lease.  Landlord reserves the
right from time to time to make all reasonable modifications to said rules.  The
additions  and  modifications  to  those rules shall be binding upon Tenant upon
delivery of a copy of them to Tenant's premises during regular hours of business
day.  Landlord  shall not be responsible to Tenant for the nonperformance of any
said  rules  by  any  other  tenant  or  occupant.

20.     HOLDING  OVER.
        -------------
If  Tenant  remains  in possession of the Premises or any part thereof after the
expiration  of  the  term  hereof, with the express written consent of Landlord,
such  occupancy shall be a tenancy from month to month at a rental in the amount
of  the  last monthly rental including Additional Rent, if any, plus twenty-five
percent  (25%),  or at any increased rent for which proper notice has been given
Tenant,  plus all other charges payable hereunder, and upon all the terms hereof
applicable  to  a  month  to  month  tenancy.

21.     ENTRY  BY  LANDLORD.
        -------------------
Landlord  reserves  and  shall  at any and all times have the right to enter the
Premises,  inspect  the same, supply janitorial service and any other service to
be  provided  by  Landlord  to  Tenant  hereunder,  to  submit  said Premises to
prospective purchasers or tenants, to post notices of non-responsibility, and to
alter,  improve  or repair the Premises and any portion of the Building of which
the  Premises  are a part that Landlord may deem necessary or desirable, without
abatement of rent.  Tenant hereby waives any claim for damages or for any injury
or  inconvenience  to  or  interference  with  Tenant's  business,  any  loss of

                                       11
<PAGE>
occupancy  or  quiet enjoyment of the Premises, and any other loss thereby.  For
each  of  the  aforesaid purposes, Landlord shall at all times have and retain a
key  with  which  to  unlock  all  of the doors in, upon and about the Premises,
excluding Tenant's vaults, safes and files, and Landlord shall have the right to
use  any  and  all means which Landlord may deem proper to open said doors in an
emergency,  in order to obtain entry to the Premises without liability to Tenant
except for failure to exercise reasonable care for Tenant's property.  Any entry
to  the  Premises  obtained by Landlord by any of said means, or otherwise shall
not  under any circumstances be construed or deemed to be a forcible or unlawful
entry  into,  or  a detainer of, the Premises, or an eviction of Tenant from the
Premises  or  any  portion  thereof.

22.     RECONSTRUCTION.
        --------------
In  the  event the Premises or the Building of which the Premises are a part are
damaged by fire or other perils covered by extended coverage insurance, Landlord
agrees  to  forthwith repair the same, and this Lease shall remain in full force
and effect, except that Tenant shall be entitled to a proportionate reduction of
the  rent while such repairs are being made.  Such proportionate reduction to be
based  on  the  extent  to  which  the  making  of such repairs shall materially
interfere  with  the  business carried on by the Tenant in the Premises.  If the
damage is due to the fault or neglect of Tenant or its employees, there shall be
no  abatement  of  rent.

In  the  event the Premises or the Building of which the Premises are a part are
damaged  as  a  result  of  any  cause other than the perils covered by fire and
extended coverage insurance, then Landlord shall forthwith repair same, provided
the  extent  of  the destruction be less than ten percent (10%) of the then full
replacement  cost  of  the  Premises or the Building of which the Premises are a
part.  In  the  event  the  destruction of the Premises or the Building is to an
extent  greater  than  ten  percent  (10%)  of  the  full replacement cost, then
Landlord shall have the option; (1) to repair or restore such damage, this Lease
continuing  in full force and effect, but the rent to be proportionately reduced
as  provided  for  in  the  preceding Paragraph; or (2) give notice no less than
thirty  (30) days and no more than sixty (60) days after such damage terminating
this  Lease as of the date specified in such notice, which date shall be no less
than  thirty (30) days and no more than sixty (60) days after the giving of such
notice.  In  the  event  of  giving such notice, this Lease shall expire and all
interest  of the Tenant in the Premises shall terminate on the date so specified
in  such  notice and the rent, reduced by a proportionate amount, based upon the
extent,  if  any,  to  which such damage materially interfered with the business
carried  on by the Tenant in the Premises, shall be paid up to date of said such
termination.

Notwithstanding  anything  to  the  contrary contained in this Article, Landlord
shall  not  have any obligation whatsoever to repair, reconstruct or restore the
Premises  when the damage resulting from any casualty covered under this Article
occurs  during  the  last  twelve  (12)  months of the term of this Lease or any
extension  thereof.

Landlord  shall  not be required to repair any injury of damage of fire or other
cause,  or to make any repairs or replacements of any panels, decoration, office
fixtures  railings,  floor covering, partitions, or any other property installed
in  the  Premises  by  Tenant.

The  Tenant  shall  not  be  entitled  to any other compensation or damages from
Landlord  for loss of the use of the whole or any part of the Premises, Tenant's
personal  property  or any inconvenience or annoyance occasioned by such damage,
repair,  reconstruction  or  restoration.

                                       12
<PAGE>
23.     HAZARDOUS  MATERIALS.
        --------------------
23.A.     HAZARDOUS  MATERIALS  GENERALLY  PROHIBITED:
Tenant shall not transport, use, store, maintain, generate, manufacture, handle,
dispose,  release, discharge, spill or leak any "Hazardous Material" (as defined
below), or permit Tenant's employees, agents, contractors, or other occupants of
the  Premises  to  engage in such activities on or about the Property.  However,
the  foregoing provisions shall not prohibit the transportation to and from, and
use,  storage,  maintenance  and  handling  within,  the  Premises of substances
customarily  and  lawfully  used  in  the  business which Tenant is permitted to
conduct  in  the  Premises under this Lease, but only as an incidental and minor
part  of  such  business,  and  provided:  (i) such substances shall be properly
labeled,  contained,  used  and  stored  only  in  small  quantities  reasonably
necessary  for  such  permitted  use  of the Premises and the ordinary course of
Tenant's  business therein, strictly in accordance with applicable Laws, highest
prevailing  standards,  and  the  manufacturers'  instructions  therefor, and as
Landlord  shall  reasonably require, (ii) Tenant shall maintain current Material
Safety  Data  Sheets  ("MSDS's")  therefore,  (iii) such substances shall not be
disposed  of,  released, discharged or permitted to spill or leak in on or about
the  Premises  or  the  Property (and under no circumstances shall any Hazardous
Material  be  disposed of within the drains or plumbing facilities in or serving
the  Premises  or  Property  or  in  any other public or private drain or sewer,
regardless  of  quantity  or concentration), (iv) if any applicable Law or trash
removal  contractor  requires that any such substances be disposed of separately
from ordinary trash, Tenant shall make arrangements as Tenant's expense for such
disposal  site,  (v) any remaining such substances shall be completely, properly
and lawfully removed from the Property upon expiration or earlier termination of
this  Lease,  and  (vi)  for  purposes  of  removal  and  disposal  of  any such
substances,  Tenant  shall  be named as the owner, operator and generator, shall
obtain  a  waste  generator  identification number, and shall execute all permit
applications, manifests, waste characterization documents and any other required
forms.

23.B.     NOTIFICATIONS  AND  RECORDS:

     Tenant  shall  immediately  notify  Landlord  of:  (i)  any  inspection,
enforcement,  cleanup  or  other  regulatory  action  taken or threatened by any
regulatory  authority  with  respect  to  any  Hazardous Material on or from the
Premises or the migration thereof from or to other property, (ii) any demands or
claims made or threatened by any party relating to any loss or injury claimed to
have  resulted  from  any  Hazardous Material on or from the Premises, (iii) any
release,  discharge,  spill,  leak,  disposal or transportation of any Hazardous
Material  on  or from the Premises in violation of this Article, and any damage,
loss  or  injury  to  persons, property or business resulting or claimed to have
resulted therefrom, and (iv) any matters where Tenant is required by Law to give
a  notice  to  any regulatory authority respecting any Hazardous Materials on or
from  the  Premises.  Landlord  shall have the right (but not the obligation) to
notify  regulatory  authorities concerning actual and claimed violations of this
Article.  Tenant  shall  immediately  upon  written  request  from  time to time
provide  Landlord with copies of all MSDS's, permits, approvals, memos, reports,
correspondence,  complaints,  demands,  claims, subpoenas, requests, remediation
and  cleanup  plans,  and all papers of any kind filed with or by any regulatory
authority  and  any  other  books,  records  or  items  pertaining  to Hazardous
Materials  that  are  subject  to  this provisions of this Article (collectively
referred  to  herein  as  "Tenant's  Hazardous  Materials  Records").

                                       13
<PAGE>
23.C.     CLEAN  UP  RESPONSIBILITY:

     If  any  Hazardous  Material  is  released,  discharged  or disposed of, or
permitted  to  spill  or  leak, in violation of the foregoing provisions, Tenant
shall  immediately and properly clean up and remove the Hazardous Materials from
the  Premises, Building and any other affected property and clean or replace any
affected personal property (whether or not owned by Landlord) in compliance with
applicable  Laws and then prevailing industry practices and standards, and shall
restore all affected areas and the improvements located to their prior condition
free  from  any  Hazardous  Material,  all at Tenant's expense (without limiting
Landlord's  other  remedies  therefor).  Tenant  shall  provide  documentation
evidencing  that  all  such  clean up and removal work, or other action required
hereunder,  has  been  properly  and lawfully completed (including a certificate
addressed  to  Landlord from a environmental consultant reasonably acceptable to
Landlord,  in  such detail and form as Landlord may reasonably require).  If any
Hazardous  Material  is released, discharged, disposed of, or permitted to spill
or  leak on or about the Property and is not caused by Tenant or other occupants
of  the  Premises,  or  their  agents,  employees,  transferees,  contractors,
licensees,  or  invitees, such release, discharge, disposal, spill or leak shall
be  deemed  destruction  under  Article  22  to the extent that the Premises and
Tenant's  use  thereof  is  affected  thereby; in such case, Landlord and Tenant
shall have the obligations and rights respecting such destruction provided under
this  Lease.

23.D.     HAZARDOUS  MATERIAL  DEFINED:

     The term "Hazardous Material" for purposes hereof shall include, but not be
limited  to:  (i)  any  flammable,  explosive,  toxic,  radioactive, biological,
corrosive  or otherwise hazardous chemical, substance, liquid, gas, device, form
of  energy,  material  or  waste  or  component  thereof,  (ii)  petroleum-based
products,  diesel  fuel, paints, solvents, lead, radioactive materials, cyanide,
biohazards,  medical  and  infectious  waste and "sharps", printing inks, acids,
DDT,  pesticides,  ammonia  compounds,  and  any  other  items  which  now  or
subsequently  are  found  to  have  an  adverse effect on the environment or the
health  and  safety  of  persons  or  animals,  or the presence of which require
investigation or remediation under any Law or governmental policy, and (iii) any
item  defined  as  a  "hazardous  substance",  "hazardous  material", "hazardous
waste",  "regulated substance" or "toxic substance" under any federal, state, or
local  Laws,  and  all regulations, guidelines directives and other requirements
thereunder,  all  as  may  be  amended  or  supplemented  from  time  to  time.

23.E.     FEES,  TAXES,  FINES  AND  REMEDIES:

     Tenant  shall pay, prior to delinquency, any and all fees, taxes (including
excise  taxes), penalties and fines arising from or based on Tenant's activities
involving Hazardous Material on or about the Premises or Building, and shall not
allow  such  obligations  to  become  a  lien  or charge against the Building or
Landlord.  If  Tenant violates any provision of this Article with respect to any
Hazardous  Materials.  Landlord  may: (i) require that Tenant immediately remove
all  Hazardous  Materials  from  the Premises and discontinue using, storing and
handling  Hazardous  Materials  in  the  Premises, and/or (ii) pursue such other
remedies  as  may  be  available to Landlord under this Lease or applicable Law.

24.     DISABILITIES  ACT.
        -----------------
The  parties  acknowledge  that  the Americans With Disabilities Act of 1990 (42
U.S.C.   12101  et  seq.)  and regulations and guidelines promulgated thereunder

                                       14
<PAGE>
("ADA"),  and  any  similarly  motivated  state  and local Laws ("Local Barriers
Acts"),  as  the  same  may  be  amended  and  supplemented  from  time  to time
(collectively  referred  to  herein  as  the  "Disabilities  Acts")  establish
requirements  for  business  operations,  accessibility and barrier removal, and
that  such  requirements  may  or  may  not  apply  to the Premises and Building
depending  on,  among  other  things:  (i) whether Tenant's business is deemed a
"public  accommodation" or "Commercial facility", (ii) whether such requirements
are  "readily  achievable",  and  (iii)  whether  a  given  alteration affects a
"primary  function area" or triggers "path of travel" requirements.  The parties
hereby  agree that:  (a) Tenant shall perform any and all required ADA Title III
and  related  Local  Barriers  Acts compliance in the Premises, (b) Tenant shall
perform,  and  Tenant  shall  be  responsible for the cost of, ADA Title III and
related Local Barriers Acts "path of travel" and other requirements triggered by
any  public  accommodation or other use of, or alterations in, the Premises, and
(c)  Landlord  shall  have no liability with respect to the above.  In addition,
Tenant  shall  be  solely responsible for ADA Title I and related Local Barriers
Acts  requirements  relating  to  Tenant's employees, and Landlord shall have no
liability  with  respect  thereto.

25.     DEFAULT.
        -------

The  occurrence  of  any  one or more of the following events shall constitute a
default  and  breach  of  this Lease by Tenant and shall give rise to Landlord's
remedies  set  forth  in  Article  26  below:
25.A.     The  vacating  or  abandonment  of  the  Premises  by  Tenant.
25.B.     The failure by Tenant to make any payment of Rent or any other payment
required  to  be  made  by Tenant hereunder, as and when due, where such failure
shall  continue  for  a period of three (3) days after written notice thereof by
Landlord  to  Tenant.
25.C.     The  failure  by Tenant to observe or perform any term or condition of
this  Lease,  including  the  rules and regulations set forth in Exhibit C other
than  the  payment of rent (or other matters expressly described herein), unless
such  failure  is  cured  within  any  period of time following notice expressly
provided  with  respect  thereto in other Articles hereof, or otherwise within a
reasonable  time,  but  in no event more than fifteen (15) days following notice
(provided,  if  the  nature  of  Tenant's  failure  is  such  that  more time is
reasonably  required  in order to cure, Tenant shall not be in default if Tenant
commences  to  cure  promptly  within  such  period,  diligently seeks and keeps
Landlord  reasonably  advised  as of efforts to cure such failure to completion,
and  completes  such  cure within thirty (30) days following Landlord's notice).
25.D.     The  failure to cure immediately upon notice of any condition which is
hazardous,  interferes  with  another  Tenant or the operation or leasing of the
Building,  or  may  cause  the  imposition of a fine, penalty or other remedy on
Landlord  or  its  agents  or  affiliates.
25.E.     The  (a) making by Tenant or any guarantor of this Lease ("Guarantor")
of  any  general  assignment  for the benefit of creditors, (b) filing by or for
reorganization or arrangement under any Law relating to bankruptcy or insolvency
(unless,  in  the case of a petition filed against Tenant or such Guarantor, the
same  is  dismissed  within thirty (30) days), (c) appointment of a trustee or a
receiver  to  take possession of substantially all of Tenant's assets located in
the  Premises  or  of  Tenant's  interest in this Lease, where possession is not
restored  to  Tenant within thirty (30) days, (d) attachment, execution or other
judicial seizure of substantially all of Tenant's assets located in the Premises
or  of  Tenant's interest in this Lease, (e) convening of a meeting by Tenant or
any Guarantor of its creditors or any class thereof for the purpose of effecting
a  moratorium  upon  or  composition  of  its  debts,  and the (f) insolvency or
failure,  or admission of an inability, to pay debts as they mature by Tenant or
any  Guarantor.

                                       15
<PAGE>
If Tenant violates the same term or condition of this Lease on two (2) occasions
during  any  twelve (12) month period, Landlord shall have the right to exercise
all  remedies  for  any violations of the same term or condition during the next
twelve  (12)  months without providing further notice or an opportunity to cure.
The  notice and cure periods provided herein are in lieu of, and not in addition
to, any notice and cure periods provided by Law; provided, Landlord may elect to
comply  with  such notice and cure periods provided by Law in lieu of the notice
and  cure  periods  provided  herein.

26.     REMEDIES  IN  DEFAULT.
        ---------------------

In  the  event of any such default or breach by Tenant, Landlord may at any time
thereafter,  with  or  without notice or demand and without limiting Landlord in
the  exercise  of  a  right  or remedy which Landlord may have by reason of such
default  or  breach:

     26.A.     Terminate  Tenant's  right  to  possession of the Premises by any
lawful  means,  in  which  case  this  Lease  shall  terminate  and Tenant shall
immediately  surrender  possession  of  the Premises to Landlord.  In such event
Landlord  shall  be  entitled  to  recover  from  Tenant all damages incurred by
Landlord  by  reason of Tenant's default including, but not limited to, the cost
of  recovering  possession  of  the  Premises, expenses of re-letting, including
necessary  renovation and alteration of the Premises, reasonable attorney's fees
and  costs, real estate commission actually paid; the worth at the time of award
by  the court having jurisdiction thereof of the amount by which the unpaid rent
for  the  balance of the term after the time of such award exceeds the amount of
such  rental  loss  for  the  same period that Tenant proves could be reasonably
avoided;  and  that  portion  of  the  leasing  commission  paid by Landlord and
applicable  to the unexpired term of this Lease.  Unpaid installments of rent or
other  sums  shall bear interest from the date due at the rate of twelve percent
(12%)  per  annum.  In  the  event  Tenant  shall  have  abandoned the Premises,
Landlord  shall  have  the  option  of (a) taking possession of the Premises and
recovering  from  the  Tenant  the  amount  specified  in this paragraph, or (b)
proceeding  under  the  provision  of  the  following  Paragraph  26.b.

26.B.     Maintain  Tenant's right to possession, in which case this Lease shall
continue  in effect whether or not Tenant shall have abandoned the Premises.  In
such  event  Landlord  shall be entitled to enforce all of Landlord's rights and
remedies under this Lease, including the right to recover the Rent as it becomes
due  hereunder.

26.C.     Pursue  any  other remedy now or hereafter available to Landlord under
the  Laws  or  judicial  decision  of  the  State  of  Washington.

27.     EMINENT  DOMAIN.
        ---------------

If  more  than  twenty-five  percent  (25%)  of  the  Premises shall be taken or
appropriated  by any public or quasi-public authority under the power of eminent
domain,  either  party  hereto shall have the right, at its option, to terminate
this  Lease,  and Landlord shall be entitled to any and all income, rent, award,
or  any interest therein whatsoever which may be paid or made in connection with
such  public  or  quasi-public  use  or  purpose, and Tenant shall have no claim
against  Landlord  for  the  value of any unexpired term of this Lease.  If more
than  twenty-five  percent  (25%)  of  the  Premises is taken, and neither party
elects  to  terminate as herein provided, the rental thereafter to be paid shall
be  equitably  reduced.  If any part of the Building other than the Premises may
be  so  taken  or  appropriated,  Landlord shall have the right at its option to
terminate  this  Lease  and  shall  be  entitled  to  the  entire award as above
provided.  If  less than 25% of the Premises is so taken, then Landlord shall be
entitled  to the entire award as above provided, and the rental thereafter to be
paid  shall  be  equitably  reduced.
                                       16
<PAGE>
28.     OFFSET  (ESTOPPEL)  STATEMENT.
        -----------------------------
Tenant  shall at any time and from time to time upon not less than ten (10) days
prior  written notice from Landlord execute, acknowledge and deliver to Landlord
a statement in writing, (a) certifying that this Lease is unmodified and in full
force  and  effect (or, if modified, stating the nature of such modification and
certifying that this Lease as so modified, is in full force and effect), and the
date  to which the rental and other charges are paid in advance, if any, and (b)
acknowledging that there are not, to Tenant's knowledge, any uncured defaults on
the  part  of  the  Landlord  hereunder,  or specifying such defaults if any are
claimed.  Any  such  statement  may be relied upon by any prospective purchaser.

29.     AUTHORITY  OF  PARTIES.
        ----------------------

29.A.     CORPORATE  AUTHORITY:

     If  Tenant is a corporation, each individual executing this Lease on behalf
of  said  corporation  represents  and  warrants  that  that  individual is duly
authorized  to  execute and deliver this Lease on behalf of said corporation, in
accordance  with  a  duly  adopted  resolution of the board of directors of said
corporation or in accordance with the by-laws of said corporation, and that this
Lease  is  binding  upon  said  corporation  in  accordance  with  its  terms.

29.B.     PARTNERSHIPS:

     If  the  Landlord  herein  is  a partnership or a limited liability company
("LLC"),  it is understood and agreed that any claims by Tenant against Landlord
shall  be  limited  to  the  assets  of the partnership or LLC, and furthermore,
Tenant  expressly  waives  any  and all rights to proceed against the individual
partners,  officers, directors, shareholders or members, except to the extent of
their  interests  in  said  partnership or LLC or to the extent of any guarantee
provided  to  Landlord  in  connection  with  this  Lease.

30.     GENERAL  PROVISIONS.
        -------------------
(i)     Plats  &  Riders.  Clauses,  plats  and  riders,  if  any, signed by the
        ----------------
Landlord  and  the  Tenant  and  endorsed on or affixed to this Lease are a part
hereof.
(ii)     Waiver.  The  waiver  by  Landlord  of  any term, covenant or condition
         ------
herein  contained  shall  not be deemed to be a waiver of such term, covenant or
condition  on  any  subsequent breach of the same or any other term, covenant or
condition  of  this  Lease,  other  than  the  failure  of the Tenant to pay the
particular  rental  so  accepted,  regardless  of  Landlord's  knowledge or such
preceding  breach  at  the  time  of  the  acceptance  of  such  rent.
(iii)     Joint  Obligation.  If  there  be more than one Tenant the obligations
          -----------------
hereunder  imposed  upon  the  Tenants  shall  be  joint  and  several.
(iv)     Marginal  Headings.  The  marginal  headings  and Article titles to the
         ------------------
Articles  of  this  Lease  are not a part of this Lease and shall have no effect
upon  the  construction  or  interpretation  of  any  part  hereof.
(v)     Time.  Time  is  of  the  essence  of this Lease and each and all of its
        ----
provisions  in  which  performance  is  a  factor.

                                       17
<PAGE>
(vi)     Successors and Assigns.  The covenants and conditions herein contained,
         ----------------------
subject  to  the  provisions  as  to  assignment,  apply  to and bind the heirs,
successors,  executors,  administrators  and  assigns  of  the  parties  hereof.
(vii)     Recordation.  Tenant  shall  not  record  this  Lease  or a short form
          -----------
memorandum  hereof  without  prior  written  consent  of  the  Landlord.
(viii)     Quiet Possession.  Upon Tenant paying the rent reserved hereunder and
           ----------------
observing  and  performing  all  of  the covenants, conditions and provisions on
Tenant's  part  to  be observed and performed hereunder, Tenant shall have quiet
possession  of  the  Premises  for  the  entire  term hereof, subject to all the
provisions  of  this  Lease.
(ix)     Prior  Agreements.  This  Lease  contains  all of the agreements of the
         -----------------
parties  hereto  with  respect to any matter covered or mentioned in this Lease,
and no prior agreements or understanding pertaining to any such matters shall be
effective  for  any purpose.  No provision of this Lease may be amended or added
to  except  by  an  agreement  in  writing signed by the parties hereto or their
respective successors in interest.  This Lease shall not be effective or binding
on  any  party  until  fully  executed  by  both  parties  hereto.
(x)     Inability  to  Perform.  This  Lease  and  the obligations of the Tenant
        ----------------------
hereunder  shall  not  be  affected  or impaired because the Tenant is unable to
fulfill  any  of  its  obligations  hereunder or is delayed in doing so, if such
inability  or  delay is caused by reason of strike, labor troubles, acts of God,
or  any  other  cause  beyond  the  reasonable  control  of  the  Landlord.
(xi)     Attorneys'  Fees.  In  the event of any action or proceeding brought by
         ----------------
either  party  against the other under this Lease, the prevailing party shall be
entitled  to  recover all costs and expenses including the fees of its attorneys
in  such action or proceeding in such amount as the court may adjudge reasonable
as  attorneys'  fees.
(xii)     Sale  of  Premises  by  Landlord.  In  the  event  of  any sale of the
          --------------------------------
Building,  Landlord  shall  be  and is hereby entirely freed and relieved of all
liability  under  any  and  all of its covenants and obligations contained in or
derived from this Lease arising out of any act, occurrence or omission occurring
after  the  consummation  of  such  sale.  The  purchaser,  at  such sale or any
subsequent  sale  of the Premises shall be deemed, without any further agreement
between  the  parties or their successors in interest or between the parties and
any  such  purchaser, to have assumed and agreed to carry out any and all of the
covenants  and  obligations  of  the  Landlord  under  this  Lease.
(xiii)     Subordination, Attornment.  Upon request of the Landlord, Tenant will
           -------------------------
in writing subordinate its right hereunder to the lien of any first mortgage, or
first deed of trust to any bank, insurance company or other lending institution,
now  or  hereafter  in force against the land and Building of which the Premises
are  a  part, and upon any buildings hereafter placed upon the land of which the
Premises  is  a  part, and to all advances made or hereafter to be made upon the
security  thereof.

In the event any proceedings are brought for foreclosure, or in the event of the
exercise  of  the  power of sale under any mortgage or deed of trust made by the
Landlord  covering the Premises, or upon a sale of the Premises by Landlord, the
Tenant  shall  attorn  to  the  purchaser  upon any such foreclosure or sale and
recognize  such  purchaser as the Landlord under this Lease.  Tenant understands
and  agrees  that Randal Ehli, a present officer of Tenant, may be the purchaser
of  the  Premises,  and  thus  Tenant's  Landlord,  under  this  Lease.

The  provisions  of this Article to the contrary notwithstanding, and so long as
Tenant  is  not  in default hereunder, this Lease shall remain in full force and
effect  for  the  full  term  hereof.

                                       18
<PAGE>
(xiv)     Name.  Tenant  shall  not  use  the  name  of  the  Building or of the
          ----
development  in  which the Building is situated for any purpose other than as an
address  of  the  Business  to  be  conducted  by  the  Tenant  in the Premises.
(xv)     Separability.  Any  provision  of  this  Lease  which shall prove to be
         ------------
invalid,  void or illegal shall in no way affect, impair or invalidate any other
provision hereof and such other provision shall remain in full force and effect.
(xvi)     Cumulative  Remedies.  No remedy or election hereunder shall be deemed
          --------------------
exclusive but shall, wherever possible, be cumulative with all other remedies at
law  or  in  equity.
(xvii)     Choice of Law.  This Lease shall be governed by the Laws of the state
           -------------
in  which  the  Premises  are  located.  Venue  of any action shall be in Pierce
County,  Washington.
(xviii)     Signs.  Tenant  shall  not  place any sign upon the Premises without
            -----
Landlord's  prior  written  consent.
 (xix)     Due Date.  Any payments or other performance due hereunder, if due on
           --------
a  Saturday, Sunday, or legal holiday, shall be due on the next regular business
day.

31.     TENANT  IMPROVEMENTS.
        --------------------
Landlord, at its expense, shall cause tenant improvements to occur in the leased
Premises  in  accordance  with  the attached Exhibit B.  Landlord estimates said
improvements will be completed by June 1, 2002, weather permitting.  If there is
no  Exhibit  B  attached,  no  tenant  improvements  are  required  of Landlord.

32.     CARPET  CLEANING.
        ----------------
Tenant is responsible for carpet cleaning.  Carpet cleaning must be completed at
least  once  a  year  with  verification  provided  to  Landlord.

33.     NOTICES.
        -------
Any  notice, which any party hereto may desire or may be required to give to any
other  party  shall  be  in writing and delivered in person or sent by certified
mail, or equivalent, to the address as set forth in this Lease and to Mortgagee:
_____________________________________________________________________________;
or  to  such  other  places  any  party hereto may, by giving notice in writing,
designate.  Mortgagee,  upon  succeeding  to  the interest of Landlord under the
Lease,  shall  not  be bound by any notice given by Tenant to any prior Landlord
(including  Mortgagor)  unless  a  copy  of  the  notice  was sent to Mortgagee.

34.     OPTION  TO  PURCHASE.
        --------------------

34.A.     Landlord  hereby  grants  to  Tenant  and  to Randal Ehli an option to
purchase  the  property  that is the subject of this Lease for Two Million Eight
Hundred  Thousand  U.S. Dollars ($2,800,000.00 USD), pursuant to the terms of an
Option  Agreement attached as Exhibit D hereto.  This option may be exercised at
any  time  during  the option period, provided that the Optionee exercising this
option is not at the time of exercise in default of any of its obligations under
this  Lease.  Exercise  of this option shall be by written notice to Landlord of
the  exercising Optionee's intent to exercise this option, delivered to Landlord
prior  to  expiration  of  the  option period.  The duration of the option shall
commence  on  June  1, 2002, and shall terminate on the earliest to occur of the
following:  a)  midnight  December 31, 2004; b) termination of this Lease; or c)
the  valid  exercise  of  this  option by one of the Optionees identified above,

                                       19
<PAGE>
provided,  that  in  such case the termination shall be conditioned on the first
Optionee  to  exercise  this option also successfully completing the purchase of
the Property pursuant to this option and the Option Agreement, provided further,
however, that the provisions of this clause (c) shall not be construed to extend
the  option period beyond the earliest to occur of (a) or (b) above.  If neither
Optionee  gives  written notice to Landlord of the exercise of this option on or
before  expiration  of  the  Option Period, then this option shall terminate and
neither  Optionee  shall  have any further interest in or rights with respect to
this  option.

34.B.     At  any time after fifth (5th) annual anniversary of commencement date
of  this  Lease,  if Landlord desires to sell the subject property, the Landlord
agrees to first offer the opportunity to purchase subject property to the Tenant
by formal written notice to Tenant.  If, after 60 days of good faith negotiation
an  agreement cannot be consummated, Landlord can offer the property to the open
market to any purchaser.  Upon entering into an agreement with a third party for
the  purchase  of  the  subject  property, Landlord may, in its sole discretion,
terminate  the  Lease  upon  six  (6)  months prior written notice, or upon such
period  as  is  remaining  in  the  Lease at that time, whichever is less.  Upon
move-out  of  the  Tenant,  Landlord  will  compensate the Tenant for such early
termination  with  one  (1)  month  of  rent  for  each  year  remaining  on the
then-current  term  of  the  Lease  (either  original  10-year  period or 5-year
extension,  as the case may be), pro-rated for any partial year remaining on the
Lease.  The  above  is  the  sole  and  only  remedy  of the Tenant for an early
termination  of  the  Lease  pursuant  to  this  Section.  If  the Tenant is the
purchaser,  there  is  no  early termination payment to existing Tenant.  A real
estate  commission  of  five  percent  of the sale price, less the amount of all
prior  commissions  paid  with  respect  to  the  Lease,  and less the $4,400.00
commission  previously  paid  with respect to the month-to-month tenancy between
Landlord  and  Tenant  preceding the Lease, shall be paid to Neil Walter Company
and  Insignia  Kidder  Mathews  in  equal  parts  at  the  close  of  sale.

35.     OPTION  TO  ASSUME  LEASE,  AND  PERSONAL  GUARANTEE
        ----------------------------------------------------
For  and  in  consideration  of  One  Dollar ($1.00) and other good and valuable
consideration,  the  receipt  and  sufficiency  of which is hereby acknowledged,
Landlord  hereby  grants to Randal Ehli the option to assume this Lease upon and
subject  to  the  following  terms  and  conditions.  Upon  (1)  the  default of
AbleAuctions.com  under  this  Lease  and  Landlord's  intent  to  terminate
AbleAuctions.com's right to possession of the Premises, or (2) AbleAuction.com's
notice  of intent to assign the Lease to Randal Ehli, Landlord shall give Randal
Ehli  written  notice  of  such  default  and  intent to terminate, or intent to
assign.  Randal Ehli shall have ten (10) days from the receipt of such notice to
give  Landlord written notice of its intent to exercise its option to assume the
Lease  and  to be bound by all obligations of Tenant thereunder.  Effective upon
the  proper  exercise  of  this  option,  Randal  Ehli, or such entity as may be
designated  by him and in which Randal Ehli has an equity interest, shall become
the  Tenant  under  this  Lease,  and shall from that date forward assume and be
subject  to  all  rights  and  obligations of Tenant under this Lease.  From and
after  the  assumption  of this Lease by Randal Ehli (or an entity designated by
him  and  in  which  Randal  Ehli  has  an  equity interest), this Lease and the
performance  of  this  Lease and all of Tenant's obligations thereunder accruing
after  such  date shall be personally guaranteed by Randal Ehli, and Randal Ehli
shall provide complete and accurate financial statements, certified as such by a
Certified  Public  Accountant,  to  Landlord  current  as  of  the  date of such
assumption, and on each anniversary date thereof, until the expiration or sooner
termination  of  this  Lease.

36.     TRAINED  SECURITY  DOGS.
        ------------------------

Tenant  at  its  sole  cost  and  expense  may keep trained security dogs on the
Premises for the purpose of providing security for the Premises.  Landlord shall
have  no responsibility or liability of any kind whatsoever with respect to such

                                       20
<PAGE>
dogs.  Tenant  shall  defend,  indemnify,  and  hold  Landlord harmless from and
against any and all claims arising out of or related to such dogs.  Landlord may
at  any  time  terminate  Tenant's  right to keep any or all of such dogs on the
Premises  if  Landlord  receives  any complaints with respect to such dogs or if
Landlord  in  its  sole  and  absolute  discretion  determines  that  such  dogs
constitute  a  nuisance.

     The  Parties  hereto have executed this Lease at the place and on the dates
specified  immediately  adjacent  to  their  respective  signatures.

LANDLORD:
SIMON  JOHNSON,  LLC

By: __________________
Herb  Simon,  Member

Date: ________________
Address:     c/o  Simon  Johnson,  LLC
1019  Pacific  Avenue,  Suite  1119
Tacoma,  WA  98402

                                       21
<PAGE>
STATE  OF  WASHINGTON     )
                          )  ss
County  of  Pierce        )
On  this  _____ day of _______________, ____, before me personally appeared HERB
SIMON  to  me  known to be the MANAGING MEMBER of the SIMON JOHNSON - FIFE, LLC,
the  limited  liability  company  ("LLC") that executed the within and foregoing
instrument,  and  acknowledged  said instrument to be the free and voluntary act
and  deed  of said LLC, for the uses and purposes therein mentioned, and on oath
stated  that  he  was  authorized  to  execute said instrument and that the seal
affixed  is  the  seal  of  said  LLC.

     IN WITNESS WHEREOF I have hereunto set my hand and affixed by official seal
the  day  and  year  first  above  written.
SUBSCRIBED  AND  SWORN  TO  before  me  this  _____ day of _____________, _____.

                         ___________________________
                         ___________________________
                         (Type/Print  Name  above)
                         Notary  Public  in  and  for the State of Washington,
                         residing  at _______.
                         My  appointment  expires:______ .


TENANT/OPTIONEE:     AbleAuctions.com  (Washington),  Inc.


By:________________________________
By:____________________________________

Tax  ID#:  ___________________________       Tax  ID#:
_______________________________
Address:  ___________________________       Address:
_______________________________
Phone:      ____________________________     Phone:
________________________________


OPTIONEE  /  ASSUMEE  /  PERSONAL  GUARANTOR:  Randal  Ehli


____________________________________
SS  #:     ______________________________     SS  #:
______________________________
Address:  ____________________________     Address:  ___________________________
Phone:         ____________________________     Phone:
___________________________


                                       22
<PAGE>

STATE  OF  WASHINGTON           )
                                )ss.
County  of  _______________     )
On  this  day  personally  appeared  _______________________________________ and
_________________________________ to me known to be the individuals described in
and who executed the within and foregoing instrument and acknowledged to me that
they  signed the same as their free and voluntary acts and deed for the purposes
therein  mentioned.
SUBSCRIBED  AND  SWORN TO before me this _____ day of __________________, 20___.



                         ___________________________
                         ___________________________
                         (Type/Print  Name  above)
                         Notary  Public in and for the  State  of  Washington,
                         residing  at _______.
                         My  appointment  expires:______ .






                                       23
<PAGE>
                            SIMON JOHNSON - FIFE, LLC

                                   EXHIBIT A.1
                                LEGAL DESCRIPTION
The  Premises  leased  by this instrument is located at 1222 - 46TH Avenue East,
Fife,  Washington,  98424  (the  "Premises").
PARCEL  A:
---------

Lots  1  and  2  of  Pierce  County  Short  Plat  recorded January 5, 1984 under
Recording  No.  8401050179,  records  of  Pierce  County.

PARCEL  B:
----------

Beginning  at  the  Northeast  corner  of the Southeast quarter of the Southwest
quarter  of  Section  1.  Township  20 North, Range 3 East, Willamette Meridian;
Thence  West  along the North line of said subdivision 93.677 feet; Thence South
parallel  with  the East line of said subdivision 480 feet; Thence East parallel
with  the  North  line of said subdivision 93,677 feet to the East line thereof;
Thence  North  along  the East line of said subdivision 480 feet to the point of
beginning,  records  of  Pierce  County.

EXCEPT  Ward  Road  (Marti  Street).

ALSO  EXCEPT  that  portion  conveyed to the City of Fife by instrument recorded
under  Auditor's  File  No.  12584022.

PARCEL  C:
----------

Commencing  at  the  Northeast  corner of the Southeast quarter of the Southwest
quarter  of  Section  1,  Township  20 North, Range 3 East, Willamette Meridian;
Thence  West  along  the  North line of said subdivision 93.677 feet to the true
point  9of  beginning,  Thence  continue  West on said line 187.357 feet; Thence
South  parallel  with  the  East  line of said subdivision 480 feet; Thence East
parallel  with  the  North  line  of said subdivision 187.357 feet; Thence North
parallel  with  the  East  line  of  said  subdivision  480 feet to the point of
beginning,  records  of  Pierce  County.

EXCEPT  Ward  Road  (Marti  Street).

ALSO  EXCEPT  that  portion conveyed to the City of Fife, by instrument recorded
under  Auditor's  File  No.  2574922.

All  situate  in  the  County  of  Pierce,  State  of  Washington.


                                       24
<PAGE>

                                   EXHIBIT A.2

                                      SITE

















                                       25
<PAGE>
                                    EXHIBIT B

                               TENANT IMPROVEMENTS
     The following Tenant Improvements shall be done at Landlord's expense:

1.     Repair  roof  where leaks exist at air fans (completed by Terry Manning).

2.     Replace  lights  in  large  warehouse  to  Code.

3.     HVAC  -  do  a  complete  maintenance  of  office  HVAC  sys/tem.

4.     Provide  Tenant  Improvement  allowance  of  $2,500.00  to replace office
       carpet.

5.     Weather  permitting,  and  by mutual agreement of date, seal the blacktop
       area.

6.     Landlord  and Tenant agree to share equally in the cost of replacement of
       Southerly  loading  dock  well  sump  pump.

7.     Landlord  grants to tenant the permission to install wiring and warehouse
       area  downdraft  fans.

                                       26
<PAGE>
                                    EXHIBIT C

   WASHINGTON BUILDING RULES & REGULATIONS: ANY VIOLATION OF WHICH RESULTS IN A
   BREACH OF TENANT'S LEASE AGREEMENT WITH LANDLORD AND AMOUNTS TO DEFAULT UNDER
                                 SAID AGREEMENT.
1.     Tenant  shall  be  permitted  to  place  and  erect  signs on the subject
premises at its own discretion as long as said signs are in conformance with the
City  of  Fife  Municipal  Code.

2.     The sidewalks, halls, passages, exits, entrances, elevators and stairways
shall not be obstructed by any of Tenant's or used by them for any purpose other
than  for  ingress  and  egress  from  the  respective  Premises.

3.     Tenant shall not alter any lock or install any new or additional locks or
any  bolts  on any doors or windows of the Premises without providing Landlord a
key  copy.

4.     The  toilet  rooms,  urinals, wash bowls and other apparatus shall not be
used  for  any  purpose  other  than that for which they were constructed and no
foreign  substance  of  any  kind  whatsoever  shall  be thrown therein; and the
expense of any breakage, stoppage or damage resulting from the violation of this
rule  shall  be  borne  by the Tenant who, or whose employees or invitees, shall
have  caused  it.  If  Tenant  repairs  any  such  damage then there shall be no
default  under  this  section.

5.     Tenant  shall not overload the floor of the Premises or in any way deface
the  Premises  or  any  part  thereof.

6.     The  Building  is  a  NON-SMOKING  environment.

7.     No boring or cutting for wires will be allowed without the consent of the
Landlord.  The  location  of  telephones,  call boxes and other office equipment
introduced  or  affixed  to  the  Premises  shall  be subject to the approval of
Landlord,  which  shall  not  be  unreasonably  withheld  or  delayed.


                                       27
<PAGE>
                                    EXHIBIT D
                                OPTION AGREEMENT

                                 (See Attached)
                            (iv)  OPTION AGREEMENT
                            (v)     FOR  PURCHASE  OF  REAL  PROPERTY

(vii)         This  Option  Agreement  is  made  and entered into by and between
SimonJohnson-Fife  LLC  ("Seller"),  and AbleAuctions.com (Washington), Inc. and
Randal  Ehli  (both  of whom individually are referred to as "Buyer", unless the
context  otherwise  requires).

(ix)          WHEREAS,  Seller  is  the  owner of real property located in Fife,
Pierce  County, Washington, the street address and legal description of which is
contained  in  Section  2  below;  and
(x)
(xi)          WHEREAS,  AbleAuctions.com  (Washington),  Inc. is the tenant of
the  real  property  described  in  Section  2 below pursuant to a Lease between
Seller  as  Landlord  and  AbleAuctions.com (Washington), Inc. as Tenant entered
into  on the same date as this Option Agreement, and Randal Ehli is the managing
officer  of  AbleAuctions.com  (Washington),  Inc.  and potential assumee of the
Tenant's  obligations  pursuant  to  such  Lease;  and
(xii)
(xiii)       WHEREAS,  Each  Buyer  wishes  to  purchase from Seller, and Seller
wishes  to  grant  to  each  Buyer,  an  option for the purchase and sale of the
Property  upon  and subject to the terms and conditions of the option provisions
and  the  purchase  and  sale  provisions  set  forth  below,
(xiv)
(xv)          NOW,  THEREFORE,  in consideration of the terms and conditions of
this  Option  Agreement, and the mutual promises and covenants herein, Buyer and
Seller  hereby  agree  as  follows:
(xvi)
                                (xvii)    OPTION
                                          ------
(xvii)
1.     GRANT  OF  OPTION.  For and in consideration of the payment by each Buyer
       -----------------
to  Seller of the Option Price and the promises and covenants herein, each Buyer
hereby  purchases from Seller, and Seller hereby grants to each Buyer, an option
to  purchase  the  Property  described  in Section 2 below for Two Million Eight
Hundred  Thousand U.S. Dollars ($2,800,000.00 USD) upon and subject to the terms
and conditions of the option provisions and the purchase and sale provisions set
forth  below.  Each  Buyer  understands  and  agrees  that this Option Agreement
establishes competing options in favor of both Buyers, and that only one of them
may  become  the  successful purchaser of the Property pursuant to the terms and
conditions  of  this  Option  Agreement.
(xix)

2.     DESCRIPTION  OF  PROPERTY.  The Property is located at and commonly known
       -------------------------
as:

1222  46th  Avenue  East,  Fife,  Pierce  County,  Washington.

The  legal  description  of  the  Property  is  contained  in  Exhibit A hereto.

                                       28
<PAGE>
3.     OPTION  PERIOD.  The  duration  of  the  option shall commence on June 1,
       --------------
2002,  and  shall  terminate  on  the  earliest  to  occur of the following:  a)
midnight  December 31, 2004; b) termination of the above-described Lease between
Seller and AbleAuctions.com (Washington), Inc.; or c) the valid exercise of this
option  by  one  of the Buyers identified above, provided, that in such case the
termination shall be conditioned on the first Buyer to exercise this option also
successfully  completing  the  purchase of the Property pursuant to this option,
provided  further,  however, that the provisions of this clause (c) shall not be
construed to extend the option period beyond the earliest to occur of (a) or (b)
above.  If  neither  Buyer gives written notice to Seller of Buyer's exercise of
this option on or before expiration of the Option Period, then this option shall
terminate  and  neither  Buyer shall have any further interest in or rights with
respect  to  this  option.

4.     OPTION  PRICE.  The  consideration  (Option  Price)  to  be  paid  by
       -------------
AbleAuctions.com  (Washington), Inc. for this option to purchase the Property is
AbleAuctions.com  (Washington), Inc.'s covenants under the above-described Lease
between  Seller and AbleAuctions.com (Washington), IncThe consideration (Option
Price)  to  be  paid  by  Randal  Ehli to Seller for this option to purchase the
Property  is  Thirty Thousand U.S. Dollars ($30,000.00 USD), which shall be paid
by  Randal  Ehli  to  Seller  in  cash,  cashier's  check,  or other immediately
available funds contemporaneous with the parties' execution and delivery of this
Option  Agreement,  and  which  shall be non-refundable and shall be immediately
available  to  Seller  for Seller's use.  If Randal Ehli is the purchaser of the
Property,  then  Fifteen  Thousand  U.S. Dollars ($15,000.00 U/SD) of the Option
Price  paid  by  Randal Ehli shall be credited against the Purchase Price of the
Property.  Except  as  expressly  stated  above,  no part of the Option Price or
other  costs  incurred by Buyer with respect to the Property shall be applied to
or  credited  against  the  Purchase  Price  of  the  Property.

5.     BUYER'S  LICENSE  TO  ENTER  PROPERTY.
       -------------------------------------

(A)     LICENSE  TO  ENTER PROPERTY.  For the duration of this Option Agreement,
        ---------------------------
          each  Buyer  and  its  contractors,  agents,  servants, employees, and
          licensees  shall  have  the  right  and  permission  to enter upon the
          Property  or  any  part  thereof  at  all  reasonable  times,  without
          interfering  with the use of the Property by Seller or any tenant then
          in  possession  of the Property, for the purpose of making any and all
          soil  tests, surveys, and such other studies and investigations of the
          Property  as  such  Buyer may desire to make, all at such Buyer's sole
          cost  and  expense.  If  such Buyer does not close the purchase of the
          Property,  then  the  results of all tests, surveys, and other studies
          and  investigations of the Property made by or for such Buyer, and all
          reports  and  other  documents  relating  thereto,  shall  become  the
          property  of  Seller  at  no  cost  to  Seller.

(B)     INSURANCE.  Before  entering  the  Property  pursuant  to  this  Option
        ---------
          Agreement,  and  thereafter for the duration of this Option Agreement,
          Buyer at its sole cost and expense shall procure and maintain policies
          of  liability  insurance  in  the  State  of  Washington  reasonably
          acceptable  to  Seller,  which  are  primary as to any other existing,
          valid  and  collectible  insurance  insuring  Buyer  against  loss  or
          liability  caused  by  or  in  connection with the performance of this

                                       29
<PAGE>
          Option  Agreement by Buyer, its agents, servants, employees, invitees,
          guests,  contractors  or subcontractors, in types and amounts not less
          than:  (1) a Commercial General Liability Insurance Occurrence Form or
          equivalent,  including  Blanket  Contractual Liability, with a minimum
          combined  single  limit  of  One  Million  Dollars  ($1,000,000)  each
          occurrence,  Two  Million  Dollars  ($2,000,000) aggregate, for Bodily
          Injury,  Personal  Injury,  and  Property  Damage;  (2)  Comprehensive
          Automobile Liability Insurance or equivalent covering all owned, hired
          or  otherwise  operated  non-owned  vehicles,  with a minimum combined
          single  limit  of One Million Dollars ($1,000,000) each occurrence for
          Bodily  Injury  and  Property  Damage;  and  (3) Workers' Compensation
          Insurance  as required by law, and Employers' Liability Insurance with
          a  minimum  limit of One Million Dollars ($1,000,000) each occurrence.
          The  policies  of  insurance  shall  name  Seller  and  its  officers,
          directors,  agents  and  employees as additional insured and shall not
          exclude  or  restrict coverage based upon alleged or actual negligence
          of  an additional insured. Buyer shall deliver to Seller a certificate
          of  insurance  and  additional  insured  endorsements  evidencing  the
          existence  of  the  policies and further evidencing that coverage will
          not  be  canceled or materially changed prior to forty-five (45) days'
          advance  written notice to Seller. Subrogation against Seller shall be
          waived  as  respects  all  of  the  insurance policies set forth above
          (including  without  limitation  policies  of  any subcontractor). Any
          deductible  amount,  which  shall  not  exceed  One  Thousand  Dollars
          ($1,000),  shall  be  the  responsibility  of  Buyer.

(C)     RESTORATION  OF  PROPERTY.  If  Buyer does not close the purchase of the
        -------------------------
          Property,  then  Buyer  shall,  as  soon  as possible and in any event
          within thirty (30) days from the termination of this Option Agreement,
          and at Buyer's sole cost and expense, restore the Property to the same
          physical  condition  it was in immediately prior to the time Buyer and
          its  agents,  employees,  or  contractors  entered on the Property. If
          Buyer  fails  to  so restore the Property, then Seller may perform the
          restoration  work  and  Buyer  shall reimburse Seller for the cost and
          expense  thereof  within thirty (30) days after Seller's delivery of a
          bill  for  such  costs  to  Buyer.

(D)     INDEMNIFICATION  OF  SELLER.  Buyer  shall  indemnify  and hold harmless
        ---------------------------
          Seller  from  and  against any mechanic's or other liens, or any other
          claims  or  encumbrances,  that  may  be filed or asserted against the
          Property  or  Seller arising out of or related to any actions of Buyer
          in connection with the Property. In addition, to the fullest extent it
          may  lawfully  do  so, Buyer shall indemnify and hold harmless Seller,
          its  members,  officers,  agents,  servants  and  employees,  from and
          against  any and all liability, loss, costs, and expense of whatsoever
          nature growing out of property damage, personal injury to, or death of
          persons  whomsoever,  where  such  property  damage,  personal injury,
          death,  loss,  destruction  or  damage  arises  in  connection with or
          incident  to the occupation or use of the Property by, or the presence
          thereon of, Buyer or Buyer's contractors, agents, servants, employees,
          or  licensees  prior  to  Closing.

(E)     SURVIVAL  OF BUYER'S OBLIGATIONS.  The obligations of Buyer set forth in
        --------------------------------
          this Section 5 shall survive any termination of this Option Agreement.


6.     EXERCISE  OF OPTION.  Buyer's exercise of this option shall be by written
       -------------------
notice  personally  delivered  to  Seller  or sent by certified mail with return
receipt  requested  to  Seller  at  1019 Pacific Ave, Ste 1119, Tacoma WA 98402,
before  the  expiration  of  the  Option  Period.


                                       30
<PAGE>
                                PURCHASE AND SALE
                                -----------------

7.     PURCHASE PRICE.  The Purchase Price to be paid by Buyer to Seller for the
       --------------
Property is Two Million Eight Hundred Thousand U.S. Dollars ($2,800,000.00 USD).

8.     PAYMENT  OF  PURCHASE  PRICE.  The Purchase Price shall be paid to Seller
       ----------------------------
all  in cash at closing, less any credits to which Buyer is entitled pursuant to
this  Option  Agreement.

9.     TITLE  MATTERS.
       --------------

(A)     TITLE  BINDER.  Buyer  at  its sole expense may obtain a title insurance
        -------------
          policy  commitment  issued  by  a  Title  Company  of  Buyer's choice,
          describing  the  Property,  showing  all  matters  pertaining  to  the
          Property,  listing Buyer as the prospective named insured, and showing
          as  the  policy amount the total Purchase Price. At the same time, the
          Title  Company  may  also  deliver to Buyer true, correct, and legible
          copies  of  all  instruments  referred  to in such title commitment as
          affecting  title  to  the  Property.  Such  title  insurance  policy
          commitment  and  instruments  affecting  title are herein collectively
          referred  to  as  the  "Title  Binder".

(B)     TITLE  OBJECTIONS.  If  the  Title  Binder,  survey, or any supplemental
        -----------------
          report  shows  any  exceptions  other than the Permitted Exceptions as
          defined below, then Buyer shall have until ten (10) days after Buyer's
          receipt of the Title Binder, or ten (10) days after Buyer's receipt of
          any  supplemental report as to exceptions contained in such supplement
          report,  whichever  is later, to approve or disapprove the exceptions,
          in Buyer's sole and absolute discretion. If Buyer fails to give Seller
          notice  of  its  disapproval  of  an  exception set forth in the Title
          Binder (other than one noted in the Title Binder as an exception to be
          deleted  at  or  prior  to  Closing  upon  the  occurrence  of certain
          specified  events)  within  such period, then Buyer shall be deemed to
          have  approved  such exception (except for monetary liens attributable
          to  Seller which Seller shall pay or cause to be satisfied at or prior
          to  Closing).

(C)     ACTION  ON OBJECTIONS.  If Buyer disapproves any exception (other than a
        ---------------------
          Permitted Exception) appearing in the Title Binder or any supplemental
          report, then Buyer may: (1) provide Seller with such reasonable period
          or  periods  of  time within which to remove such exceptions, in which
          event  the  Closing  Date  shall be extended as agreed to by Buyer and
          Seller  to permit the removal of such exceptions, provided that Seller
          shall not have any obligation to remove such exceptions, and if Seller
          elects  not  to  remove  such  exceptions  or is unable to remove such
          exceptions  before  the  Closing  Date or any extensions thereof, then


                                       31
<PAGE>
          Buyer  may  proceed  under  (2)  or  (3) hereunder; (2) terminate this
          Option  Agreement by delivery of a notice thereof to Seller and Escrow
          Holder,  in  which  event all funds deposited into escrow by Buyer and
          all  accrued  interest  thereon shall be disbursed by Escrow Holder to
          Buyer, and thereafter all of the rights and obligations of the parties
          under  this Option Agreement and the escrow shall be null and void; or
          (3)  close  the  purchase  of  the  Property  subject  to said uncured
          exceptions,  in  which event said uncured exception shall be deemed to
          be  Permitted  Exceptions  and  shall be included as exceptions in the
          title  Policy  to  be  delivered  to Buyer at Closing. Notwithstanding
          anything  to  the  contrary  contained herein, a lien, encumbrance, or
          other  exception to title representing a security interest relating to
          an  obligation to pay money and attributable to Seller shall be deemed
          to be disapproved and shall be removed by Seller on or before Close of
          Escrow.

(D)     PERMITTED  EXCEPTIONS.  As  used herein, the term "Permitted Exceptions"
        ---------------------
means:

(1)  Existing  building  and  use  restrictions,  easements,  rights  of  way,
     reservations,  conditions,  covenants, and restrictions presently of record
     or  general  to  the  area;

(2)  Building  and zoning ordinances, laws, regulations, and restrictions of any
     municipal  or  other  governmental  authority  applicable  to the Property;

(3)  All  matters  which would be apparent from an inspection of the Property or
     which  a  current  and  accurate  survey  of  the  Property would disclose,
     including  without  limitation  encroachments  or  boundary  disputes;

(4)  All easements, encroachments, and other encumbrances that do not materially
     affect  the  value  of  the  Property  or  unduly  interfere  with  Buyer's
     reasonable  use  of  the  Property;

(5)  All  taxes  and  special assessments which are a lien but which are not yet
     due  and  payable  or  for  which  statements  have  not yet been tendered;

(6)  All  matters  created  by  Buyer;

(7)  All  other matters contained in the printed exceptions of the Title Binder;
     and

(8)  All  exceptions  which have been approved by Buyer or which Buyer is deemed
     to  have  approved  as  herein  provided.

10.     ESCROW.
        ------

                                       32
<PAGE>
(A)     OPENING  OF ESCROW.  Within three (3) days after Buyer's exercise of the
        ------------------
option,  Buyer  shall  open  escrow  with Commonwealth Title & Escrow in Tacoma,
Washington  (the "Escrow Agent"), by depositing with Escrow Agent a copy of this
Option Agreement together with proof of Buyer's effective exercise of the option
in  accordance  with  the  option  provisions set forth above, and together with
Twenty  Five  Thousand U.S. Dollars ($25,000.00 USD) Earnest Money Deposit.  The
Earnest  Money  Deposit  shall  be applied to the Purchase Price at closing, but
shall  be  non-refundable  if Buyer fails to close.  This Option Agreement shall
become  a part of the escrow and shall constitute the basic instruction of Buyer
and  Seller  to  Escrow  Agent.  However, both Buyer and Seller agree to execute
such  additional  instructions  and  documents  as  are  reasonably  required to
complete  the  closing  of the sale of the Property in accordance with the terms
and  conditions  of  this  Option  Agreement.  In  case of conflict, this Option
Agreement  shall  govern.

(B)     DEPOSITS INTO ESCROW.  Buyer and Seller shall deposit into Escrow, on or
        --------------------
before  the  Closing  Date,  all documents and funds necessary to carry out this
Option  Agreement,  including  the  following:

(1)     DEPOSITS  BY  BUYER.  Buyer  shall  deposit  into  Escrow:  (i)  cash,
        -------------------
          cashier's  check  payable  to  Escrow  Agent,  wire transfer to Escrow
          Agent,  or  other  immediately  available  funds equal to the Purchase
          Price  for  the  Property,  less  the  Earnest Money Deposit and other
          amounts  to be applied or credited against the Purchase Price pursuant
          to  this  Option  Agreement,  plus the premium for any title insurance
          policy ordered by Buyer, plus Buyer's share of escrow fees and related
          charges; and (ii) the exact vesting required by Buyer for title to the
          Property,  which  shall  be  deposited by Buyer at least fourteen (14)
          days  prior  to the Closing Date. Buyer shall also deposit into Escrow
          such  other documents are reasonably required to close the sale of the
          Property  pursuant  to  the  terms  of  this  Option  Agreement.

(2)     DEPOSITS  BY SELLER.  Seller shall deposit into Escrow:  (i) a Statutory
        -------------------
          Warranty  Deed,  in  proper  form  for  recording, which shall be duly
          executed and acknowledged so as to convey to Buyer all of the Property
          in  accordance  with  the  terms of this Option Agreement; (ii) a Real
          Estate  Excise  Tax  Affidavit,  in  proper form for submission to the
          Pierce  County  Auditor,  and  duly  executed;  and  (ii) an affidavit
          executed by Seller to the effect that as of the Close of Escrow Seller
          is  a  "United  States  person"  as  that  term  is defined in Section
          7701(a)(30)  of  the  Internal  Revenue  Code  of 1986 as amended (the
          "Code"),  and  is not a foreign person as defined by the Code ("FIRPTA
          Affidavit").  Seller  shall  also  deposit  into  Escrow  such  other
          documents  are  reasonably  required to close the sale of the Property
          pursuant  to  the  terms  of  this  Option  Agreement.

(C)     PRORATIONS.  The  following  items  shall be prorated as of the Close of
        ----------
Escrow:

(1)  Real  and  personal  property  taxes  and  assessments  with respect to the
     Property,  and  any  refunds  thereof;


                                       33
<PAGE>
(2)  Utility  charges  and  assessments with respect to the Property - Buyer and
     Seller  waive the services of the Closing Agent in disbursing closing funds
     necessary to satisfy unpaid utility charges affecting the Property pursuant
     to  RCW  60.80;  and

(3)  All  charges  and  payments made or received, with respect to any contracts
     with  respect  to  the Property which are assigned to and assumed by Buyer.

(D)     FEES  AND  COSTS.  Buyer  and Seller shall pay their own respective fees
        ----------------
and  costs  incurred  with  respect  to  this  transaction  including,  without
limitation,  attorney  fees.  Notwithstanding the foregoing, Seller shall pay at
closing  a  real  estate  commission of five percent (5%) of the Purchase Price,
less  the amount of all prior commissions paid with respect to the Lease between
Seller  as Landlord and AbleAuctions.com (Washington), Inc., as Tenant, and less
the  $4,400.00  commission  previously  paid  with respect to the month-to-month
tenancy  between  Seller  as Landlord and AbleAuctions.com (Washington), Inc. as
Tenant  preceding the above-described Lease.  One-half of the net commission due
shall be paid to Neil Walter Company, real estate broker, and the other one-half
of the net commission due shall be paid to Insignia Kidder Matthews, real estate
broker.  Provided,  that  if  Randal Ehli is the purchaser of the Property, then
Fifteen  Thousand  U.S. Dollars ($15,000.00 USD) of the net commission due shall
be  waived ($7,500.00 by each broker identified above), and such amount shall be
credited against the Purchase Price.  Buyer shall pay at closing the cost of any
title insurance, the cost of recording the deed, and one-half of the escrow fees
pertaining  to  this  transaction.  Seller  shall pay at closing all real estate
excise  taxes  or  similar  charges  incident  of the conveyance of title to the
Property  to Buyer, and the other one-half of the escrow fees pertaining to this
transaction.  Provided, however, that if escrow is terminated due to the failure
of  both  parties  to perform any of their respective material obligations, then
the  parties  shall  each  pay one-half (1/2) of the escrow fees charged, but if
escrow  is terminated due to the failure of only one party to perform any of its
material  obligations,  then  such  defaulting  party  shall pay all escrow fees
charged.  Such  payment  shall  not affect any other rights between the parties.

(E)     CLOSING  DATE.  Provided  that  all  conditions set forth in this Option
        -------------
Agreement have been fulfilled or waived, this transaction shall be closed at the
offices  of  the Escrow Agent at 11:00 a.m., local time, on or before sixty (60)
days after Buyer's exercise of its option to purchase the Property (the "Closing
Date").  This  escrow  may be extended only by a written extension agreed to and
signed  by  both  Buyer  and  Seller.  This escrow shall be extended pursuant to
Seller's  request  to  accommodate  Seller's desire to effectuate a Section 1031
exchange  with  respect to the Property.  Other requests for extensions by Buyer
or  Seller for good cause shall not be unreasonably denied.  Notwithstanding any
other  provision to the contrary, in no event shall the Closing Date be extended
for more than one hundred twenty (120) days after Buyer's exercise of its option
to  purchase  the  Property.  If  this transaction does not close by the Closing
Date  as provided herein or as subsequently agreed to by the parties in writing,
then  escrow  shall  be  terminated.

(F)     CLOSE  OF  ESCROW.  When all of the conditions and instructions provided
        -----------------
for  herein have been satisfied and complied with, and this transaction is ready
to  close,  then  Escrow  Agent shall promptly close this transaction ("Close of
Escrow")  and  shall:

(1)  Record  the  original  Bargain  and  Sale  Deed  for  the  Property;

                                       34
<PAGE>
(2)  Deliver  the  original  bills of sale, assignments, and all other documents
     included  in  the  sale  of  the  Property  to  Buyer;

(3)  Disburse  funds  on  deposit  in  escrow  to  the  appropriate  persons  in
     accordance  with  this  Option  Agreement;  and

(4)  Deliver  copies  of  the  recorded  Deed, filed excise tax affidavit, final
     settlement  statement,  bills  of  sale,  assignments,  and other documents
     included  in  the  sale  of  the  Property  to  Buyer  and  to  Seller.

11.     GENERAL  PROVISIONS.
        -------------------

     (A)     "AS  IS"  PURCHASE.  Except as otherwise expressly provided in this
             ------------------
Option  Agreement,  including Section 9 above (Title Matters), Buyer agrees that
the  Property  is  to  be sold to and accepted by Buyer "as is", "where is", and
"with all faults", and Seller hereby disclaims any and all warranties, and makes
no  representations  or  warranties,  express  or  implied, of any kind to Buyer
including,  without limitation, warranties relating to the physical condition of
the  land,  improvements,  or  any personal property, or the habitability of the
land,  improvements  or  any  personal  property,  or  their suitability for any
particular  purpose.

     Buyer acknowledges, covenants, represents, and warrants that:  (i) Buyer is
presently the tenant of the Property or an officer of the tenant of the Property
and  is familiar with the condition of the Property; (ii) Buyer has inspected or
will inspect the Property, improvements on the Property, if any, and all matters
relating  thereto  which  Buyer  desires;  (iii)  neither  Seller  nor anyone on
Seller's  behalf  has  made  or is making any warranties or representations with
respect  to  the  Property,  and  Seller  expressly  disclaims any warranties or
representations  concerning  the  accuracy  or  completeness  of  any  of  the
disclosures  made  to  Buyer with respect to the Property; (iv) Buyer is relying
solely  on  Buyer's own investigation of the Property and all matters pertaining
thereto,  including  but  not  limited  to  the  environmental  condition of the
Property;  and     (v) except as expressly set forth herein, Buyer is purchasing
the  Property  "as  is",  "where  is",  and  "with  all  faults".

     Buyer  further  acknowledges  and  agrees that, notwithstanding anything in
this  Option  Agreement  to the contrary, in no event shall Seller be liable for
any  special,  indirect,  or consequential damages, including but not limited to
claims  for  loss  of  use,  rents,  anticipated profit or business opportunity,
business  interruption,  diminution in value, or mental or emotional distress or
fear  of injury or disease arising out of or in any way related to the Property.


                                       35
<PAGE>
BUYER'S  INITIALS  _________     SELLER'S  INITIALS  _________

(B)     NO AGENCY OR PARTNERSHIP.  Buyer and Seller agree that nothing contained
        ------------------------
herein  shall  be  construed  to create the relationship of principal and agent,
partnership,  joint  venture, or any other form of legal association which would
impose  liability upon one party for the act or failure to act of another party.

(C)     AMENDMENT  OR  MODIFICATION.  No  amendment,  modification, or change of
        ---------------------------
this  Option  Agreement  shall be valid unless made in writing and signed by the
parties  hereto.

(D)     ASSIGNMENT.  This Option Agreement shall be personal to Buyer, and Buyer
        ----------
shall  not  assign,  agree to assign, offer to assign, or solicit offers for the
purchase  of,  Buyer's interest in or rights to purchase the Property, except to
an  LLC  or  other entity in which Buyer holds an equity interest, without first
obtaining written approval from Seller, which approval shall not be unreasonably
withheld.  In  addition, upon the death or termination of either or both Buyers,
Buyer's  interest in or rights to purchase the Property shall terminate.  Except
as  expressly permitted above, any assignment, agreement, offer, or solicitation
by  Buyer  to  any  person  or  entity  without  Seller's written approval shall
constitute  a  default  under this Option Agreement and shall terminate and void
this  Option  Agreement  and  any escrow pursuant hereto.  No written consent by
Seller  hereunder  shall  be  deemed a waiver by Seller of any of the provisions
hereof except to the extent expressly provided in such consent.  Seller shall be
permitted,  without  Buyer's  consent,  to  assign  its  rights  and obligations
hereunder  to an exchange facilitator if Seller elects to effect a 1031 exchange
with  respect  to  the  Property.

(E)     FURTHER  ASSURANCES.  Each  of the parties shall execute and deliver any
        -------------------
and  all additional papers, documents and other assurances, and shall do any and
all  acts  and things reasonably necessary in connection with the performance of
its  obligations hereunder in good faith, to carry out the intent of the parties
herein.

(F)     AUTHORITY.  Each  of  the  signatories  hereto  hereby  represents  and
        ---------
warrants  that  he or she has the right, power, legal capacity, and authority to
enter  into this Option Agreement and to bind the entity he or she represents to
this  Option  Agreement  and  the  obligations  hereunder.

(G)     BROKERS'  COMMISSIONS.  Buyer  has  utilized  the  services  of Insignia
        ---------------------
Kidder  Matthews,  real  estate  brokerage,  on  this  transaction.  Seller  has
utilized  the  services  of  Neil Walter Company, real estate brokerage, on this
transaction.  Upon the closing of Buyer's purchase of the Property, Seller shall
pay  a  real  estate  commission  as  stated  in  Section  10(d)  above.


                                       36
<PAGE>
(H)     COUNTERPARTS.  This  Option  Agreement  may  be  executed  in  several
        ------------
counterparts,  and  all  counterparts  so  executed  shall constitute one Option
Agreement  binding  on  the  parties.

(I)     ESCROW  AGENT.  The  funds deposited into escrow and all interest earned
        -------------
thereon  shall be disbursed by the Escrow Agent to the party ultimately entitled
to  receive  same pursuant to the terms and conditions of this Option Agreement.
Escrow  Agent  has  executed  this Option Agreement to indicate its agreement to
comply  with  each of the obligations imposed on it hereunder and to acknowledge
that  it  is  aware  that  in entering into this Option Agreement both Buyer and
Seller are relying on Escrow Agent's agreement so to comply.  All parties hereby
indemnify and hold the Escrow Agent harmless from any loss, liability or expense
incurred  by Escrow Agent hereunder except for willful violation by Escrow Agent
of  this  Option  Agreement.  In the event Escrow Agent becomes uncertain at any
time  of  the  proper  disposition  of  any funds or documents it may be holding
hereunder, it may interplead the same with a court of competent jurisdiction and
abide  by  such  court's  direction.  Escrow  Agent shall file all tax reporting
documents  required  to  be  filed  in connection with the transaction described
herein.

(J)     EXHIBITS.  All  exhibits  attached  hereto  are  incorporated  herein by
        --------
reference.

(K)     EXTENSIONS  FOR  BENEFIT  OF  BUYER OR SELLER.  Should any dates of this
        ---------------------------------------------
Option  Agreement  be  extended  for  the benefit of Buyer or Seller to meet any
obligations under this Option Agreement (including, but not limited to, any time
beyond the title review period needed for the curing of title defects), then all
dates  of  this  Option  Agreement shall be extended by an equal number of days.

(L)     HEADINGS.  The  captions  and  paragraph  headings  used  in this Option
        --------
Agreement are inserted for convenience of reference only and are not intended to
define,  limit  or  affect  the  interpreta-tion  or construction of any term or
provision  hereof.

(M)     NO  OTHER  INDUCEMENTS.  The  execution  and  delivery  of  this  Option
        ----------------------
Agreement  by  the  parties  hereto  has  been  induced  by  no  statements,
representations,  warranties,  or  agreements other than those expressed herein.

(N)     INTEGRATION.  This Option Agreement constitutes the entire understanding
        -----------
and agreement of the parties with respect to its subject matter, and any and all
other agreements, understandings, or representations with respect thereto are of
no  force  or  effect.

                                       37
<PAGE>
(O)     INTERPRETATION.  The provisions of this Option Agreement were negotiated
        --------------
by  the  parties  hereto,  each  of whom was represented by legal counsel.  Each
party participated in the preparation of this Option Agreement and reviewed this
Option  Agreement.  No particular provision shall be deemed to have been drafted
by  any particular party, and no question of interpretation shall be resolved by
any  rule  of  interpretation  providing  for  interpretation against a drafting
party.

(P)     NOTICES.  Any  and  all  notices,  requests,  approvals,  or  other
        -------
communications  required  or  desired  to  be  given  hereunder  (collectively,
"notice")  shall  be  in  writing  and  shall  be validly given or made if:  (i)
personally  served;  (ii)  sent  by  certified, registered, or express mail with
postage prepaid thereon and return receipt requested; or (iii) sent by facsimile
transmission  with  transmission  and receipt confirmed and the original sent by
certified,  registered,  or express mail with postage prepaid thereon and return
receipt  requested.  Notice  shall  be  deemed given (i) at the time of personal
service;  (ii)  seventy  two (72) hours after mailing; or (iii) twenty four (24)
hours  after  fax transmission.  Notice shall be effective and deemed given only
if  properly  addressed  to  the  party  to  whom  such notice is to be given as
follows:

     TO  SELLER:

     SIMON JOHNSON-FIFE  LLC
     1019 PACIFIC AVE, STE 1119
     TACOMA  WA  98402
     FAX:  (253)  272-6226
     Phone:  (253)  272-4499

     WITH  A  COPY  TO  SELLER'S  ATTORNEYS:

     ROBERT  I.  GOODSTEIN
     RALPH  U.  KLOSE
     GOODSTEIN  LAW  GROUP  PLLC
     625  COMMERCE  ST  #340
     TACOMA  WA  98402
     FAX:  (253)  779-4411
     Phone:  (253)  779-4000


                                       38
<PAGE>
     TO  BUYER:

     AbleAuctions.com  (Washington),  Inc.
     ____________________________
     ____________________________
     Fax:  ________________________
     Phone:  ______________________

                   or

     Randal  Ehli
     ____________________________
     ____________________________
     Fax:  ________________________
     Phone:  ______________________

     WITH  A  COPY  TO  BUYER'S  ATTORNEY:




     Fax:
     Phone:

     AND  WITH  A  COPY  TO  BUYER'S  AGENT:





     Fax:
     Phone:

     TO  ESCROW  AGENT:

     Commonwealth  Title  &  Escrow
     _________________________
     __________________________
     Attn:  _____________________
     Fax:  ______________________
     Phone:  ____________________

     Any  party  may  change its address for the purpose of receiving notices as
herein  provided  by  a  written  notice  given  to  the  other  parties hereto.


                                       39
<PAGE>
(Q)     POSSESSION.  Buyer  shall be entitled to possession of the Property upon
        ----------
Close  of  Escrow.

(R)     SUCCESSORS  AND  ASSIGNS.  Subject  to  the  provisions of Section 11(d)
        ------------------------
above,  this Option Agreement shall inure to the benefit of and shall be binding
upon  the  parties  hereto  and  their  respective heirs, legal representatives,
successors,  and  assigns.

(S)     SURVIVAL.  All agreements, covenants, representations, and warranties of
        --------
the parties contained in this Option Agreement or in any other document provided
for  herein  shall  survive  the  Close  of Escrow and the delivery of any deed.

(T)     NO  THIRD  PARTY  BENEFICIARIES.  Except  as  expressly provided in this
        -------------------------------
Option  Agreement,  nothing  in  this Option Agreement is intended to confer any
rights  or  remedies  under  or by reason of this Option Agreement on any person
other  than  the  parties  to it and their respective successors and assigns, if
any,  nor shall any provision give any third parties any right of subrogation or
action  against  any  party  to  this  Option  Agreement.

(U)     TIME.  Time  is  of  the  essence  of  each  provision  of  this  Option
        ----
Agreement.

(V)     WAIVER.  No  waiver  shall be effective against a party unless set forth
        ------
in writing and signed by the party charged with making the waiver.  No waiver of
any  provision  of  this Option Agreement shall constitute a waiver of any other
provision of this Option Agreement, whether or not similar, nor shall any waiver
constitute  a  waiver  of any preceding, succeeding, or continuing occurrence or
condition,  unless  expressly  stated  in  the  waiver.

(W)     APPLICABLE LAW.  This Option Agreement shall be governed in all respects
        --------------
by  the  laws  of  the  State  of  Washington.

(X)     ATTORNEY  FEES.  In  any  legal  action or proceeding, including but not
        --------------
limited to arbitration, brought to enforce this Option Agreement, to declare the
rights  and duties under this Option Agreement, or to resolve a dispute, breach,
or  default  in  connection with any of the provisions of this Option Agreement,
the prevailing party shall be entitled to recover reasonable attorneys' fees and
other  costs,  including  expert  witness  fees,  incurred  in  such  action  or
proceeding, in addition to any other relief to which such party may be entitled.

(Y)     COOPERATION  WITH  1031  EXCHANGE.  Seller  or  some  or  all members of
        ---------------------------------
Seller  may  desire  to  engage in a  1031 exchange with regard to the Property.
Buyer  shall  cooperate  with  Seller or any members of Seller in effectuating a
1031 exchange with respect to the Property, provided that any additional fees or
costs  incurred  as a result of a  1031 exchange shall be paid by Seller or such
members  of  Seller  engaging  in  such  1031  exchange.

                                       40
<PAGE>
     IN  WITNESS  WHEREOF,  the  parties have set their hands as of this day and
year.


"BUYER"

      "BUYER"

ABLEAUCTIONS.COM  (WASHINGTON),  INC.          RANDAL  EHLI


_______________________________          _____________________________
BY:  RANDAL  EHLI,  ________________          RANDAL  EHLI
DATE:__________________________          DATE:________________________


"SELLER"

SIMONJOHNSON-FIFE  LLC


________________________________
BY:  HERB  SIMON,  MANAGING  MEMBER
DATE:___________________________




STATE  OF  WASHINGTON     )
                          )  ss.
COUNTY  OF  PIERCE        )

     I certify that I know or have satisfactory evidence that Randal Ehli is the
person  who appeared before me, and said person acknowledged that he signed this
instrument  on  behalf  of  AbleAuctions.com (Washington), Inc. and on behalf of
himself  individually,  on  oath  stated  that  he was authorized to execute the
instrument  and acknowledged it to be the free and voluntary act of such parties
for  the  uses  and  purposes  mentioned  in  the  instrument.

     Dated:  May  ___,  2002.

                              __________________________________________
                              Printed  Name:______________________________
                              Notary Public in and for the State of ____________
                              Residing  at  ________________________________
                              My  appointment  expires:  _____________________


                                       41
<PAGE>

STATE  OF  WASHINGTON     )
                          )  ss.
COUNTY  OF  PIERCE        )

     I  certify that I know or have satisfactory evidence that Herb Simon is the
person  who  appeared  before  me, and said person acknowledged that s/he signed
this  instrument,  on  oath  stated  that  she  was  authorized  to  execute the
instrument  and  acknowledged it as the managing member of SimonJohnson-Fife LLC
to  be  the  free  and  voluntary  act  of  such party for the uses and purposes
mentioned  in  the  instrument.

     Dated:  May  ___,  2002.

                              __________________________________________
                              Printed  Name:______________________________
                              Notary Public in and for the State of ____________
                              Residing  at  ________________________________
                              My  appointment  expires:_____________________





__________________________________
AGREES  TO  PERFORM  AS  ESCROW
AGENT  IN  ACCORDANCE  WITH  THE
TERMS  AND  CONDITIONS  OF  THIS
OPTION  AGREEMENT.


By:_______________________________
      Authorized  Agent



The  undersigned  agree  to  the provisions regarding commissions stated in this
Option  Agreement,  which  shall  supersede  all  other  agreements  regarding
commissions  to  the  extent  inconsistent  herewith.

Insignia  Kidder  Mathews          Neil  Walter  Company


By: _____________________          By: ____________________
Date: ___________________          Date: __________________


                                       42
<PAGE>