<PAGE>

                                                                   EXHIBIT 10.28

                                      LEASE

                                    LANDLORD

                            SFERS REAL ESTATE CORP. V

                                     TENANT

                                ETMA CORPORATION

<PAGE>

                          PARK EAST BUSINESS PARK LEASE
                                 REFERENCE PAGE

<TABLE>
<S>                                                     <C>
BUILDING:                                               PARK EAST BUSINESS PARK

LANDLORD:                                               SFERS REAL ESTATE CORP. V,
                                                        a Delaware corporation,
                                                        D/B/A PARK EAST BUSINESS PARK

LANDLORD'S ADDRESS:                                     720 Olive Way, Suite 614
                                                        Seattle, WA 98101

LEASE REFERENCE DATE:                                   July 21, 1999

TENANT:                                                 ETMA Corporation,
                                                        a Washington corporation

TENANT'S ADDRESS:                                       18211 NE 68th Street, Redmond, WA 98052

PREMISES:                                               18211 NE 68th Street, Building E
                                                        (see Exhibit A for outline of premises, attached
                                                        hereto and incorporated herein by reference)

PREMISES RENTABLE AREA:                                 Building E, approximately 32,651 square feet

USE:                                                    Engineering, light manufacturing, warehousing, distribution
                                                        and sales of electronic products.

COMMENCEMENT DATE:                                       November 1, 1999

TERMINATION DATE:                                       October 31, 2006

TERM OF LEASE:                                          Seven (7) years, zero (0) months and zero (0) days beginning
                                                        on the Commencement Date and ending on the Termination Date
                                                        (unless sooner terminated pursuant to the Lease)

MONTHLY INSTALLMENT OF RENT:                            From: 11/01/99         To: 10/31/01     $25,800.00 NNN
                                                        From: 11/01/01         To: 10/31/03     $27,900.00 NNN
                                                        From: 11/01/03         To: 10/31/05     $30,175.00 NNN
                                                        From: 11/01/05         To: 10/31/06     $32,640.00 NNN

TENANT'S PROPORTIONATE SHARE:                           *CAM/ESC: 20.16% TAX: 20.16% INS: 20.16%
                                                        (based on 32,651 Premises sf/161,964 Total
                                                        Property sf or "Building")

SECURITY DEPOSIT:                                       $32,640.00
</TABLE>

<PAGE>

<TABLE>
<S>                                                     <C>
ASSIGNMENT/SUBLETTING FEE:                              $500.00

REAL ESTATE BROKER DUE COMMISSION:                      Broderick Group, Inc.
</TABLE>

The Reference Page information is incorporated into and made a part of the
Lease. In the event of any conflict between any Reference Page information and
the Lease, the Lease shall control. This Lease includes Exhibits A through E,
all of which are made a part of this Lease.

LANDLORD:                                              TENANT:

SFERS REAL ESTATE CORP. V,                             ETMA Corporation,
a Delaware corporation                                 a Washington corporation

D/B/A PARK EAST BUSINESS PARK

By:     RREEF Management Company, a Delaware           By:______________________
        corporation
                                                       Title:___________________

By:                                                    Date:____________________
   _____________________________________
     Anne L. Johnston, RPA

Title: District Manager
Date_____________________________________

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                     <C>
1.       PREMISES AND TERM.............................................................                  1

2.       BASE RENT; SECURITY DEPOSIT...................................................                  1

3.       USE...........................................................................                  2

4.       TAXES.........................................................................                  3

5.       REPAIRS.......................................................................                  4

6.       ALTERATIONS...................................................................                  6

7.       INSPECTIONS...................................................................                  6

8.       UTILITIES.....................................................................                  6

9.       ASSIGNMENT AND SUBLETTING.....................................................                  7

10.      INDEMNIFICATION PROVISION.....................................................                  8

11.      CASUALTY AND CONDEMNATION.....................................................                  8

12.      LIABILITY.....................................................................                 10

13.      HOLDING OVER..................................................................                 11

14.      QUIET ENJOYMENT...............................................................                 12

15.      EVENTS OF DEFAULT.............................................................                 12

16.      REMEDIES......................................................................                 13

17.      MORTGAGES.....................................................................                 15

18.      MECHANIC'S AND OTHER LIENS....................................................                 15

19.      NOTICES.......................................................................                 16

20.      MISCELLANEOUS.................................................................                 16

21.      CORPORATE AUTHORITY...........................................................                 18

22.      LIMITATION OF LANDLORD'S LIABILITY............................................                 18
</TABLE>

ADDENDUM
EXHIBIT A - PREMISES, LEGAL DESCRIPTION
EXHIBIT B - INITIAL ALTERATIONS
EXHIBIT C - RULES AND REGULATIONS
EXHIBIT D - SIGNAGE CRITERIA
EXHIBIT E - PARKING

                                       i

<PAGE>

                                 LEASE AGREEMENT

         Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
the Premises set forth and described in the Reference Page. This Lease is solely
a lease of space in the Building and does not constitute a lease of any land.
The Reference Page, including all terms defined thereon, is hereby incorporated
as part of this Lease.

1.       PREMISES AND TERM

         1.1.     To have and to hold the same for a term (the "Term"')
commencing on the Commencement Date (the "Commencement Date") and ending on the
Termination Date (the "Termination Date") described in Reference Page attached
herewith unless sooner terminated pursuant hereto.

         1.2.     The site plan attached hereto shows the floor plan of the
Premises (the "Approved Plans"). The cost of any changes and/or additions
requested by Tenant after Landlord and Tenant have agreed on the Approved Plans,
including but not limited to the actual cost therefor, the cost of revisions in
the plans and specifications and the cost of any delays in construction, whether
or not such changes are finally agreed to, together with twenty percent (20%) of
such costs for Landlord's overhead and profits, shall be paid as additional rent
by Tenant upon Landlord's presentation of a bill therefor.

         1.3.     Taking of possession by Tenant shall be deemed to establish
conclusively that the Premises have been so completed and that the Premises are
in good and satisfactory condition, as of when possession was so taken (except
for such items Landlord is permitted to complete at a later date because of
weather conditions or other causes beyond Landlord's reasonable control, which
items shall be specified by Landlord to Tenant in writing). Tenant acknowledges
that no representations as to the repair of the Premises have been made by
Landlord, unless expressly set forth in this Lease.

2.       BASE RENT; SECURITY DEPOSIT

         Tenant agrees to pay to Landlord base rent for Premises for the entire
Term at the rate(s) shown in Reference Page, one such monthly installment shall
be due and payable without demand on or before the first day of each calendar
month during the Term, provided, that the rental payment for any fractional
calendar month shall be prorated. In addition, Tenant agrees to deposit with
Landlord on the date hereof the security deposit shown in Reference Page, which
sum shall be held by Landlord, without obligation for interest, as security for
the full, timely and faithful performance of Tenant's obligations under this
Lease, it being agreed that such deposit is not an advance rental deposit or
measure of Landlord's damages. Upon the occurrence of any event of default by
Tenant, Landlord may, from time to time, without prejudice to any other remedy,
use such fund to make good any arrears of rent or other payments due Landlord
hereunder, and any other damage, injury, expense or liability caused by Tenant's
default; and Tenant shall pay to Landlord on demand the amount so applied in
order to restore the security deposit to its original amount. Any remaining
balance shall be returned at such time after termination of this Lease when
Landlord shall have determined that all Tenant's obligations under this Lease
have been fulfilled.

<PAGE>

3. USE

         3.1.     The Premises shall be continuously used by Tenant, but only
for the purpose of light manufacturing, receiving, storing, shipping and selling
(other than at retail) products, materials and merchandise made and/or
distributed by Tenant and for no other use or purpose. Tenant shall at its own
costs and expense obtain any and all licenses and permits necessary for any such
use. The outside storage of any property (including, without limitation,
overnight parking of trucks and other vehicles) is prohibited. Tenant shall
comply with all governmental laws, ordinances and regulations ("Laws")
applicable to its use of the Premises and its occupancy and shall promptly
comply with all governmental orders and direction for the correction, prevention
and abatement of any violations or nuisances in or upon, or in connection with,
the Premises, all at Tenant's sole expense. If as a result of any change in
Laws, the Premises must be altered to lawfully accommodate the use and occupancy
thereof, such alterations shall be made only with the consent of Landlord, but
the entire cost thereof shall be borne by Tenant; provided, that, the necessity
of Landlord's consent shall in no way create any liability against Landlord for
the failure of the Tenant to comply with such Laws. Tenant and its employees,
customers and licensees shall have the non-exclusive right to use in common with
the other parties occupying the Building, common parking areas, if any,
(exclusive of any parking or work load areas designated or to be designated by
Landlord for the exclusive use of Tenant or other tenants occupying or to be
occupying other portions of the Building), driveways and alleys adjacent to the
Building. Landlord shall at all times have the right to promulgate such
reasonable rules and regulations as it deems advisable for the safety, care and
cleanliness of the Premises and for the preservation of good order therein.
Copies of rules and regulations, changes, and amendments will be forwarded to
Tenant. Tenant shall be responsible for the compliance with such rules and
regulations by Tenant's agents, employees, and invitees.

         3.2.     Tenant agrees that Tenant, its agents and contractors,
licensees, or invitees shall not handle, use, manufacture, store or dispose of
any flammables, explosives, radioactive materials, hazardous wastes or
materials, toxic wastes or materials, or other similar substances, petroleum
products or derivatives containing chemicals associated with wave soldering
manufacturing (collectively "Hazardous Materials") on, under, or about the
Premises, without Landlord's prior written consent (which consent may be given
or withheld in Landlord's sole discretion), provided that Tenant may handle,
store, use or dispose of products containing small quantities of Hazardous
Materials, which products are of a type customarily found in offices and
households (such as aerosol cans containing insecticides, toner for copies,
paints, paint remover, isopropyl alcohol, and the like), provided further that
Tenant shall handle, store, use and dispose of any such Hazardous Materials in a
safe and lawful manner and shall not allow such Hazardous Materials to
contaminate the Premises or the environment.

         3.3.     Without limiting the above, Tenant shall reimburse, defend,
indemnify, and hold Landlord harmless from and against any and all claims,
losses, liabilities, damages, costs and expenses, including without limitation,
loss of rental income, loss due to business interruption, and attorneys' fees
and costs, arising out of or in any way connected with the use, manufacture,
storage, or disposal of Hazardous Materials by Tenant, its agents or contractors
on, under or about the Premises including, without limitation, the costs of any
required or necessary investigation, repair, cleanup or detoxification and the
preparation of any closure or other required plans in connection herewith,
whether voluntary or compelled by governmental

                                       2

<PAGE>

authority. The indemnity obligations of Tenant under this clause shall survive
any termination of the Lease.

         3.4.     Notwithstanding anything set forth in this Lease, Tenant shall
only be responsible for contamination of Hazardous Materials or any cleanup
resulting directly therefrom, resulting directly from matters occurring or
Hazardous Materials deposited (other than by contractors, agents or
representatives controlled by Landlord) during the Lease term, and any other
period of time during which Tenant is in actual or constructive occupancy of the
Premises. Tenant shall take reasonable precautions to prevent the contamination
of the Premise with Hazardous Materials by third parties.

         3.5.     It shall not be unreasonable for Landlord to withhold its
consent to any proposed Assignment or Sublease if (i) the proposed Assignee's or
Sublessee's anticipated use of the premises involves the generation, storage,
use, treatment or disposal of Hazardous Materials; (ii) the proposed Assignee or
Sublessee has been required by any prior landlord, lender, or governmental
authority to take remedial action in connection with Hazardous Materials
contaminating a property if the contamination resulted from such Assignee's or
Sublessee's actions or use of the property in question; or (iii) the proposed
Assignee or Sublessee is subject to an enforcement order issued by any
governmental authority in connection with the use, disposal, or storage of a
hazardous material.

4. TAXES

Landlord agrees to pay all general and special taxes, assessments and
governmental charges of any kind and nature whatsoever ("Taxes") lawfully levied
against the Building and improvements. For any real estate tax year applicable
to the Term (or any renewal or extension of such Term), Tenant shall pay to
Landlord as additional rent Tenant's proportionate share of the amount of such
Taxes. Landlord may, at any time, deliver to Tenant its estimate (or revised
estimate) of such additional amounts payable under this Paragraph for each tax
year. On or before the first day of the next month and on or before the first
day of each month thereafter, Tenant shall pay to Landlord as additional rent
such amount as Landlord shall reasonably determine to be necessary to bring and
keep Tenant current. As soon as practicable after the close of each tax year,
Landlord shall deliver to Tenant a statement showing the total amount payable by
Tenant under this Paragraph. If the statement shows an amount due from Tenant
that is less than the estimated payments previously paid by Tenant, the excess
shall be credited against the next monthly installment of rent. If the statement
shows an amount due from Tenant that is more than the estimated payments
previously paid by Tenant, Tenant shall pay the deficiency to Landlord, as
additional rent, within thirty (30) days after delivery of the statement. Any
payment with respect to any partial tax year shall be prorated. In addition,
Tenant shall pay upon demand its proportionate share of any fees, expenses and
costs incurred by Landlord in protesting any assessments, levies or the tax
rate. If at any time during the Term the present method of taxation shall be
changed so that in lieu or in addition to the whole or any part of any taxes,
assessments or governmental 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 for the present or any future building or
buildings on the Premises, then all such taxes, assessments, levies or charges,
or the

                                       3

<PAGE>

part thereof so measured or based, shall be deemed to be included within
the Term "Taxes" for the purposes hereof.

5.       REPAIRS

         5.1.     Tenant shall at its own cost and expense keep and maintain all
parts of the Premises and such portion of the Building and improvements with the
exclusive control of Tenant in good condition, promptly making all necessary
repairs and replacements, whether ordinary or extraordinary, with materials and
workmanship of the same character, kind and quality as the original. Tenant as
part of its obligations hereunder shall keep the Premises in a clean and
sanitary condition. Tenant will, as far as possible keep all such parts of the
Premises from deterioration due to ordinary wear and from falling temporarily
out of repair, and upon termination of this Lease in any way Tenant will yield
up the Premises to Landlord in good condition and repair, except normal wear and
tear, loss by fire or other casualty covered by insurance to be maintained by
Landlord pursuant to subparagraph 10.1 hereof excepted (but not excepting any
damage to glass). Tenant shall, at its own cost and expense, enter into a
regularly scheduled preventative maintenance/service contract with a maintenance
contractor approved by Landlord for servicing all heating and air conditioning
systems and equipment serving the Premises (and a copy thereof shall be
furnished to Landlord). Tenant shall, at its own cost and expense, repair any
damage to the Premises resulting from and/or caused in whole or in part by the
negligence or misconduct of Tenant, its agents, employees, invitees or any other
person entering upon the Premises as a result of Tenant's business activities or
caused by Tenant's default hereunder.

         5.2.     Landlord shall at its expense maintain in good repair,
reasonable wear and tear and any casualty covered by insurance to be maintained
by Landlord pursuant to subparagraph 10.1 excepted, the foundation, structural
portions of the roof and walls of the Building. Tenant shall immediately give
Landlord written notice of any defect or need for repairs, after which Landlord
shall have reasonable opportunity to repair same or cure such defect. Landlord's
liability with respect to any defects, repairs or maintenance for which Landlord
is responsible under any of the provisions of this Lease shall be limited to the
cost of such repairs or maintenance or the curing of such defect. The term
"walls" as used herein shall not include windows, glass or plate glass, doors,
special store fronts or office entries.

         5.3.     As used in this Lease, the term "Operating Costs" shall mean
any and all expenses, costs and disbursements (other than Taxes) of any kind and
nature whatsoever incurred by Landlord in connection with the ownership,
leasing, management, maintenance, operation and repair of the Building including
without limitation, the cost of landscaping maintenance for the grounds around
the Building, maintaining and repairing parking areas, driveways, paved areas,
alleys, easements and railroad tracks, cleaning and janitorial services for the
common areas, property management fees, removing snow and ice, common area
utilities, maintaining and repairing electrical, sprinkler, plumbing, heating,
ventilation and air conditioning systems and fixtures for common areas,
decorating for common areas, roof repairs and maintenance, exterior painting,
insurance premiums for all insurance policies and endorsements deemed by
Landlord to be reasonably necessary or desirable, license, permit, and
inspection fees, accounting and legal fees, and any sales, use or service taxes
incurred in connection therewith which Landlord shall pay or become obligated to
pay in respect of a calendar year (regardless of when such Operating

                                       4

<PAGE>

Costs were incurred), except the following (i) costs of capital improvements;
(ii) depreciation; and (iii) any cost or expenditure (or portion thereof) for
which Landlord is reimbursed, whether by insurance proceeds or otherwise, except
reimbursements by tenants for Operating Costs. Notwithstanding anything
contained herein to the contrary, depreciation of any capital improvements made
after the date of this Lease which are intended to reduce Operating Costs or
which are required under any Laws which were not applicable to the Building at
the time it was constructed, shall be included in Operating Costs. The useful
life of any such improvement shall be reasonably determined by Landlord. In
addition, interest on the undepreciated costs of any such improvement (at the
prevailing construction loan rate available to Landlord on the date the cost of
such improvement was incurred) shall also be included in Operating Costs. In the
event Landlord elects to self insure or obtain insurance coverage in which the
premium fluctuates in proportion to losses incurred, then Landlord shall
estimate the amount of premium that Landlord would have been required to pay to
obtain insurance coverage (or insurance coverage without such provision) with a
recognized carrier and such estimated amount shall be deemed to be an Operating
Cost. Landlord may, in a reasonable manner, allocate insurance premiums for
so-called 'blanket" insurance policies which insure other properties as well as
the Building of said allocated amount shall be deemed to be an Operating Cost.

         5.4.     Tenant shall pay upon demand to Landlord for any calendar year
falling partly or wholly within the Term as additional rent its proportionate
share of Operating Costs. Any payment to be made pursuant to this paragraph with
respect to any partial year shall be prorated. In the event during all or any
potion of any calendar year the Building is not fully rented and occupied,
Landlord may elect to make an appropriate adjustment in Operating Costs for such
year, employing sound accounting and management principles, to determine
Operating Costs that would have been paid or incurred by Landlord had the
Building been fully rented and occupied and the amount so determined shall be
deemed to have been Operating Costs for such year. Landlord may, at any time,
deliver to Tenant its estimate (or revised estimate) of such additional amounts
payable under this Paragraph for each calendar year. On or before the first day
of the next month and on or before the first day of each month thereafter,
Tenant shall pay to Landlord ad additional rent such amount as Landlord shall
reasonably determine to be necessary to bring and keep Tenant current. As soon
as practicable after the close of each calendar year, Landlord shall deliver to
Tenant a statement showing the Operating Costs payable under subparagraph 5.3
above and Tenant's proportionate share thereof. If the statement shows an amount
due from Tenant that is less than the estimated payments previously paid by
Tenant. the excess shall be credited against the next monthly installment of
rent. If the statement shows an amount due from Tenant that is more than the
estimated payments previously paid by Tenant, Tenant shall pay the deficiency to
Landlord, as additional rent, within thirty (30) days after delivery of the
statement. Any payment with respect to any partial tax year shall be prorated.

         5.5.     Landlord may at Tenant's expense, enter into and keep in force
during the term of the Lease, a scheduled preventative maintenance/service
contract with a maintenance contractor approved by Landlord, for servicing all
heating and air conditioning systems and equipment within the Premises which
shall include a thorough inspection of all filters, belts, controls and all
functions of the operational equipment and replacement of the aforementioned
components if necessary, and Tenant shall pay Landlord upon demand, as
additional rent hereunder, the cost thereof.

                                       5

<PAGE>

6.       ALTERATIONS

         Except for those, if any, specifically provided for in Exhibit __,
Tenant shall not make any alterations, additions or improvements ("Alterations")
to the Premises without the prior written consent of Landlord, which consent
will not be unreasonably withheld. Each request shall be accompanied by plans
detailing the proposed Alteration. In connection with any request, Landlord may
retain the services of an architect and/or engineer and Tenant shall reimburse
Landlord for the reasonable fees of such architect and/or engineer. If Landlord
shall consent to any Alterations, Tenant shall construct the same in accordance
with all Laws and shall, prior to construction, provide such assurances to
Landlord, (including but not limited to, waivers of lien, surety company
performance bonds and personal guarantees of individuals of substance) as
Landlord shall require to protect Landlord against any loss from any mechanics',
materialmen's or other liens. At the time of completion of each Alteration,
Tenant shall deliver to Landlord a set of final "as-built" plans. All
Alterations and partitions erected by Tenant shall be and remain the property of
Tenant during the Term and Tenant shall, unless Landlord otherwise elects at the
time of termination, remove all Alterations and partitions erected by Tenant
(but not any improvements erected for Tenant by Landlord at the commencement of
the Term) and restore the Premises to their original condition by the date of
termination of this Lease or upon earlier vacating of the Premises, All shelves,
bins, machinery and trade fixtures installed by Tenant shall be removed by the
date of termination of this Lease or upon earlier vacating of the Premises; upon
any such removal Tenant shall restore the Premises to their original condition
(including the removal of all fastening bolts and the patching of the walls and
floors where necessary). All such removals and restoration shall be accomplished
in a good workmanlike manner so as not to damage the primary structure or
structural qualities of the Building. Tenant shall not install any signs upon
the Building.

7.       INSPECTIONS

         Landlord and Landlord's agents and representatives shall have the right
to enter and inspect the Premises at any reasonable time: (i) to ascertain the
condition of the Premises; (ii) to determine whether Tenant is diligently
fulfilling Tenant's responsibilities under this Lease; (iii) to supply any
service to be provided by Landlord to Tenant hereunder; (iv) to make such
repairs as may be required or permitted to be made by Landlord under the terms
of this Lease (and may for that purpose, without abatement of rent, erect, use
and maintain scaffolding, pipes, conduits, and other necessary structures in,
through or on the Premises where reasonably required by the character of the
work to be performed, provided entrance to the Premises shall not be blocked
thereby, and further provided that the business of Tenant shall not be
interfered with unreasonably); (v) to show the Premises to prospective tenants,
purchasers or mortgagees; and (vi) to do any other act or thing which Landlord
deems reasonable to preserve the Premises

8.       UTILITIES

         Tenant shall pay for all water, gas, heat, light, power, telephone,
sewer, sprinkler system charges and other utilities and services used on or from
the Premises, including without limitation, Tenant's proportionate share as
determined by Landlord of the cost of any central station signaling system
installed in the Premises or the Building together with any taxes, penalties,
and surcharges or the like pertaining thereto and any maintenance charges for
utilities.

                                       6

<PAGE>

Tenant shall furnish all electric light bulbs, tubes and ballasts, battery packs
for emergency lighting and fire extinguishers. If any such services are not
separately metered to Tenant, Tenant shall pay such proportion of all charges
jointly metered with other premises as determined by Landlord, in its sole
discretion, to be reasonable. Any such charges paid by Landlord and assessed
against Tenant shall be immediately payable to Landlord on demand and shall be
additional rent hereunder. Landlord shall in no event be liable for any
interruption or failure of utility service on or to the Premises.

9.       ASSIGNMENT AND SUBLETTING.

         9.1.     Tenant shall not have the right to assign or pledge this Lease
or to sublet the whole or any part of the Premises, whether voluntarily or by
operation of law, or permit the use or occupancy of the Premises by anyone other
than Tenant, without the prior written consent of Landlord, which will not be
unreasonably withheld, and such restrictions shall be binding upon any assignee
or subtenant to which Landlord has consented. In the event Tenant desires to
sublet the Premises, or any portion thereof, or assign this Lease, Tenant shall
give written notice thereof to Landlord within a reasonable time prior to the
proposed commencement date of such subletting or assignment, which notice shall
set forth the name of the proposed subtenant or assignee the relevant terms of
any sublease and copies of financial reports and other relevant financial
information on the proposed subtenant or assignee. In no event may Tenant
sublease, nor will Landlord consent to any sublease of all or any portion of the
Premises if the rent is determined in whole or in part upon the income of
profits derived by the sublessee (other than a rent based upon a fixed
percentage or percentage of receipts or sales). Notwithstanding any permitted
assignment or subletting, Tenant shall at all times remain directly, primarily
and fully responsible and liable for the payment of the rent herein specified
and for compliance with all of its other obligations und this Lease. Upon the
occurrence of an event of default, if the Premises or any part thereof are then
assigned or sublet, Landlord, in addition to any other remedies herein provided,
or provided by law, may, at its option, collect directly from such assignee or
subtenant all rents due and becoming due to Tenant under such assignment or
sublease and apply such rent against any sums due to Landlord from Tenant
hereunder, and no such collection shall be construed to constitute a novation or
release of Tenant from the further performance of Tenant's obligations
hereunder.

         9.2.     In addition to, but not in limitation of, Landlord's right to
approve of any subtenant or assignee, Landlord shall have the option, in its
sole discretion, in the event of any proposed subletting or assignment, to
terminate this Lease, or in the case of a proposed subletting of less than the
entire Premises, to recapture the portion of the Premises to be sublet, as of
the date the subletting or assignment is to be effective. The option shall be
exercised, if at all, by Landlord giving Tenant written notice thereof within
sixty (60) days following Landlord's receipt of Tenant's written notice as
required above. If this Lease shall be terminated with respect to the entire
Premises pursuant to this paragraph, the Term shall end on the date stated in
Tenant's notice as the effective date of the sublease or assignment as if that
date had been originally fixed in this Lease for the expiration of the Term. If
Landlord recaptures under this paragraph only a portion of the Premises, the
rent during the unexpired Term shall abate proportionately based on the rent per
square foot contained in this Lease. In the event that Tenant sublets, assigns
or otherwise transfers its interest in this Lease and at any time receives
periodic rent and/or other consideration which exceeds that which Tenant would
at that time be obligated to pay to

                                       7

<PAGE>

Landlord, Tenant shall pay to Lender fifty percent (50%) of the gross increase
in such rent and fifty percent (50%) of any other consideration as received by
Tenant. Tenant shall pay to Landlord on demand, a reasonable service charge for
the processing of the application for consent and preparation of the consent
and/or the assumption documents.

         9.3.     It shall not be unreasonable for Landlord to withhold its
consent to any proposed assignment or sublease if (i) the proposed assignee's or
sublessee's anticipated use of the Premises involves the generation, storage,
use, treatment or disposal of Hazardous Materials; (ii) the proposed assignee or
sublessee has been required by any prior landlord, lender, or governmental
authority to take remedial action in connection with Hazardous Materials
contaminating a property if the contamination resulted from such assignee's or
sublessee's actions or use of the property in question; or (iii) the proposed
assignee or sublessee is subject to an enforcement order issued by any
governmental authority in connection with the use, disposal, or storage of
Hazardous Material.

10.      INDEMNIFICATION PROVISION

         Landlord shall not be liable and Tenant hereby waives all claims
against Landlord for any damage to any property or any injury to any person in
or about the Premises or the Building by or from any cause whatsoever,
(including, without limiting the foregoing, rain or water leakage of any
character from the roof, windows, walls, basement, pipes, plumbing works or
appliances, the Building not being in good condition or repair, gas, fire, oil,
electricity or theft); except that Landlord will indemnify and hold Tenant
harmless from such claims to the extent caused by the negligent or willful act
of Landlord, or its agents, employees or contractors. Tenant shall defend,
indemnify, and save Landlord harmless from and against any and all claims,
actions, lawsuits, damages, liability, and expense (including, without
limitation, attorneys' fees) arising from: (i) the act, neglect, fault, or
omission to meet the standards imposed by any duty with respect to the loss,
damage, or injury by Tenant, its agents, servants, employees, contractors,
customers or invitees; (ii) the conduct or management of any work or thing
whatsoever done by the Tenant in or about the Premises or from transactions of
the Tenant concerning the Premises; (iii) Tenant's failure to comply with any
and all governmental laws, ordinances and regulations applicable to the use of
the Premises and its occupancy; or (iv) any breach or default on the part of the
Tenant in the performance of any covenant or agreement on the part of the Tenant
to be performed pursuant to the Lease. The provisions of this Article shall
survive the termination of this Lease with respect to any claims or liability
occurring prior to such termination. Notwithstanding anything ________ to the
contrary, Landlord shall protect, indemnify, and hold Tenant harmless from and
against any and all loss, claims, liabilities, ________ costs (including court
costs and reasonable attorney's fees) incurred by reason of any damage to
property or any injury (including, but not limited to, death) to any person
occurring in, on or about the Building to the extent that such injury or damage
shall be caused by or arise from any negligence, willful misconduct or breach of
this Lease by Landlord, its agents, employees or contractors.

11.      CASUALTY AND CONDEMNATION

         11.1.    Landlord shall maintain all insurance policies deemed by
Landlord to be reasonably necessary or desirable and relating in any manner to
the protection, preservation or operation of the Building, including standard
fire and extended coverage insurance covering the

                                       8

<PAGE>

Building in an amount not less than ninety percent (90%) of the replacement cost
thereof or, at Landlord's option, all risk coverage and, if Landlord so elects,
earthquake, flood and wind coverage. Subject to the provisions of subparagraph
11.2 below, such insurance shall be for the sole benefit of Landlord and under
its sole control. Tenant shall not take out separate insurance concurrent in
form or contributing in the event of loss with that required to be maintained by
Landlord hereunder. Tenant shall maintain insurance on all Alterations erected
by or on behalf of Tenant in, on or about the Premises (but not any improvements
erected for Tenant by Landlord at the commencement of the Term) in an amount not
less than ninety percent (90%) of the replacement cost thereof. Such insurance
shall be for the sole benefit of Tenant and under its sole control provided that
Tenant shall be obligated to immediately commence the rebuilding of the
improvements erected by Tenant and to apply such proceeds in payment of the cost
thereof.

         11.2.    If the Building should be damaged by any peril covered by the
insurance to be provided by Landlord under subparagraph 11.1, but only to such
extent that the Building can in Landlord's estimation be materially restored
within two hundred fifty (250) days after the date upon which Landlord is
notified by Tenant of such damage (except that Landlord may elect not to rebuild
if such damage occurs during the last year of the Term), this Lease shall not
terminate, and Landlord shall at its sole cost and expense thereupon proceed
with reasonable diligence to rebuild and repair the Building to substantially
the condition in which they existed prior to such damage, except Landlord shall
not be required to rebuild, repair, or replace any or part of the partitions,
fixtures, additions and other improvements which may have been placed in, on or
about the Premises by Tenant. For purposes hereof the Building shall be deemed
"materially restored" if it is in such condition as would not prevent or
materially interfere with Tenant's use of the Premises for the purpose for which
they were then being used. If the Premises are untenantable in whole or in part
following such damage, the rent payable hereunder during the period in which the
Premises are untenantable shall be reduced to such extent as may be fair and
reasonable. In the event that Landlord should fail to complete such material
restoration within the two hundred fifty (250) days after the date upon which
Landlord is notified by Tenant of such damage, Tenant may at its option
terminate this Lease within thirty (30) days thereafter by delivering written
notice of termination to Landlord as Tenant's exclusive remedy, whereupon the
Term shall end on the date of such notice as if the date of such notice were the
date originally fixed in the Lease for the expiration of the Term; provided,
however, that if construction is delayed because of changes, deletions, or
additions in construction requested by Tenant, strikes, lockouts, casualties,
acts of God, war, material or labor shortages, governmental regulation or
control or other causes beyond the reasonable control of Landlord, the period
for restoration, repair or rebuilding shall be extended for the amount of time
Landlord is so delayed. If the Building should be damaged or destroyed and
Landlord is not required to rebuilding pursuant to the provisions of
subparagraph 11.2, this Lease shall terminate upon notice to Tenant, given
within sixty (60) days after Landlord is notified by Tenant of such damage,
effective as of the date of such damage as if the date had been originally fixed
in the Lease for the expiration of the Term.

         11.3.    Notwithstanding anything herein to the contrary, in the event
the holder of any indebtedness secured by a mortgage or deed of trust covering
the Premises or the Building requires that the insurance proceeds be applied to
such indebtedness, than Landlord shall have the right to terminate this Lease by
delivering written notice of termination to Tenant within fifteen (15) days
after such request is made by any such holder, whereupon the Lease shall end

                                       9

<PAGE>

on the date of such damage as if the date of such damage were the date
originally fixed in the Lease for the expiration of the Term.

         11.4.    Each of Landlord and Tenant hereby releases the other from any
and all liability or responsibility to the other or anyone claiming through or
under them by way of subrogation or otherwise for any loss or damage to property
caused by fire, extended coverage perils, vandalism or malicious mischief,
sprinkler leakage, or any other perils insured in policies of insurance covering
such property, even if such loss or damage shall have been caused by the fault
or negligence of the other party, or anyone for whom such party may be
responsible, including any other tenants or occupants of the remainder of the
Building; provided, however, that this release shall be applicable and in force
and effect only to the extent that such release shall be lawful at that time and
in any event only with respect to loss or damage occurring during such times as
the releasor's policies shall contain a clause or endorsement to the effect that
any such release shall not adversely affect or impair said policies or prejudice
the right of the releasor to recover thereunder and then only to the extent of
the insurance proceeds payable under such policies. Each of Landlord and Tenant
agrees that it will request its insurance carriers to included in its policies
such a clause or endorsement.

         11.5.    If the whole or any substantial part of the Premises or
Building should be taken for any public or quasi-public use under any Law or by
right of eminent domain, or by private purchase in lieu thereof (a
"Condemnation") and the taking would prevent or materially interfere with the
use of Premises or the Building for the purpose for which they are then being
used, this Lease shall terminate effective when the physical taking shall occur
as if the date of such taking were the date originally fixed in the Lease for
the expiration of the Term. If part of the Premises shall be Condemned, and this
Lease is not terminated as provided above, this Lease shall not terminate but
the rent payable hereunder during the unexpired portion of this Lease shall be
reduced to such extent as may be fair and reasonable. Landlord shall undertake
to restore the Premises to a condition suitable for Tenant's use, as near to the
condition thereof immediately prior to such taking as is reasonably feasible. In
the event of any such Condemnation, Landlord and Tenant shall each be entitled
to receive and retain such separate awards and/or portion of lump sum awards as
may be allocated to their respective interests in any condemnation proceedings;
provided, that Tenant shall not be entitled to receive any award for Tenant's
loss of its leasehold interest, the right to such award being hereby assigned by
Tenant to Landlord.

12.      LIABILITY

         12.1.    Landlord shall not be liable to Tenant or Tenant's employees,
agents, patrons or visitors, or to any other person whomsoever for any injury to
persons or damage to property on or about the Premises, the Building resulting
from and/or caused by the negligence or misconduct of Tenant, its agents,
employees, invitees or any other person entering upon the Premises, or caused by
the Building becoming out of repair, or caused by leakage of gas, oil, water or
steam or by electricity emanating from the Building, or due to any cause
whatsoever, and Tenant hereby covenants and agrees that it will at all times
indemnify and hold safe and harmless the Building and Landlord from any loss,
liability, claims, suits, costs, expenses, including attorney's fees and
damages, both real and alleged, arising out of any such damage or injury, except
injury to persons or damage to property the sole cause of which is the
negligence of Landlord or the failure of Landlord to repair any part of the
Premises which Landlord is

                                       10

<PAGE>

obligated to repair and maintain hereunder within a reasonable time after the
receipt of written notice from Tenant of needed repairs.

         12.2.    Tenant shall keep in force throughout the Term: (i) a
Commercial General Liability insurance policy or policies to protect Landlord,
Landlord's mortgagee and agent, if any, against any liability to the public or
to any invitee of Tenant or Landlord, Landlord's mortgagee or agent, incidental
to the use of or resulting from any accident occurring in or upon the Premises
with a limit not less than One Million Dollars ($1,000,000) per occurrence and
not less than Two Million Dollars ($2,000,000) in the annual aggregate or such
larger amount as Landlord may prudently require from time to time covering
bodily injury and property damage liability and One Million Dollars ($1,000,000)
products/completed operations aggregate; (ii) Business Auto Liability covering
owned, non-owned and hired vehicles with a limit of not less than One Million
Dollars ($1,000,000) per accident; (iii) insurance protecting against liability
under Worker's Compensation Laws with limits at least as required by statute;
(iv) Employers Liability with limits of Five Hundred Thousand Dollars ($500,000)
each accident, Five Hundred Thousand Dollars ($500,000) disease policy limit,
Five Hundred Thousand Dollars ($500,000) disease -- each employee; (v) All Risk
or Special Form coverage protecting Tenant against loss of or damage to Tenant's
alterations, additions, improvements, carpeting, floor coverings, paneling,
decorations, fixtures, inventory and other business personal property situated
in or about the Premises to the full replacement value of the property so
insured; and (vi) Business Interruption Insurance with limit of liability
representing loss of at least approximately six months of income.

         12.3.    Each of the aforesaid policies shall (i) be provided at
Tenant's expense; (ii) name the Landlord and building management company, if
any, as additional insured; (iii) be issued by an insurance company with a
minimum Best's rating of "A:VII" during the Term; and (iv) provide that said
insurance shall not be canceled unless thirty (30) days prior written notice
(ten (10) days for non-payment of premium) shall have been given to Landlord;
and said policy or policies or certificates thereof shall be delivered to
Landlord by Tenant upon the Commencement Date and at least thirty (30) days
prior to each renewal of said insurance.

         12.4.    Whenever Tenant shall undertake any alterations, additions or
improvements in, to or about the Premises ("Work") the aforesaid insurance
protection must extend to and include injuries to persons and damage to property
arising in connection with such Work, without limitation including liability
under any applicable structural work act, and such other insurance as Landlord
shall require; the policies of or certificates evidencing such insurance must be
delivered to Landlord prior to the commencement of any such Work.

13.      HOLDING OVER

         Tenant will, at the termination of this Lease by lapse of time or
otherwise, yield up immediate possession to Landlord. If Tenant retains
possession of the Premises or any part thereof after such termination, then
Landlord may, at its option, serve written notice upon Tenant that such holding
over constitutes any one of (i) renewal of this Lease for one year, and from
year to year thereafter, or (ii) creation of month to month tenancy, upon the
terms and conditions set forth in this Lease, or (iii) creation of a tenancy at
sufferance, in any case upon the terms and conditions set forth in this Lease;
provided, however, that the monthly rental (or daily rental

                                       11

<PAGE>

under clause (iii)) shall, in addition to all other sums which are to be paid by
Tenant hereunder, whether or not as additional rent, be equal to double the
total rental being paid monthly to Landlord under this Lease immediately prior
to such termination (prorated in the case of clause (iii) on the basis of a 365
day year for each day Tenant remains in possession). If no such notice is
served, than a tenancy at sufferance shall be deemed to be treated at the rent
in the preceding sentence. Tenant shall also pay to Landlord all damages
sustained by Landlord resulting from retention of possession by Tenant,
including the loss of any proposed subsequent tenant for any portion of the
Premises. The provisions of this paragraph shall not constitute a waiver by
Landlord of any right of re-entry nor shall receipt of any rent or any other act
in apparent affirmance of tenancy operate as a waiver of the right to terminate
this Lease.

14.      QUIET ENJOYMENT

         Landlord covenants that it now has, or will acquire before Tenant takes
possession of the Premises, good title to the Premises. In the event this Lease
is a sublease, then Tenant agrees to take the Premises subject to the provisions
of the prior leases. Landlord represents and warrants that it has full right and
authority to enter into this Lease and that Tenant, upon paying the rental
herein set forth, and performing its other covenants and agreements herein set
forth shall peaceable and quietly have, hold and enjoy the Premises for the Term
without hindrance or molestation from Landlord, subject to the terms and
provisions of this Lease. Landlord agrees to make reasonable efforts to protect
Tenant from interference or disturbance by other tenants or third parties;
however, Landlord shall not be liable for any such interference or disturbance,
nor shall Tenant be released from any of the obligations of this Lease because
of such interference or disturbance.

15.      EVENTS OF DEFAULT

         The following events shall be deemed to be events of default by Tenant
under this Lease:

         15.1.    Tenant shall fail to pay when or before due any sum of money
becoming due to be paid to Landlord hereunder, whether such sum be any
installment of the rent herein reserved, any other amount treated as additional
rent hereunder, or any other payment or reimbursement to Landlord required
herein, and such failure shall continue for a period of three (3) days from the
date such payment was due; or

         15.2.    Tenant shall fail to comply with any term, provision or
covenant of this Lease other than by failing to pay when or before due any sum
of money becoming due to be paid to Landlord hereunder, and shall not cure such
failure within twenty (20) days (forthwith, if the default involves a hazardous
condition) after written notice thereof to Tenant; or

         15.3.    Tenant shall fail to immediately vacate the Premises upon
termination of this Lease or upon termination of Tenant's right to possession
only; or

         15.4.    The leasehold interest of Tenant shall be levied upon under
execution or be attached by process of law or Tenant shall fail to contest
diligently the validity of any lien or claimed lien and give sufficient security
to Landlord to insure payment thereof or shall fail to satisfy any judgment
rendered thereon and have the same released, and such default shall continue for
ten (10) days after written notice thereof to Tenant.

                                       12

<PAGE>

16.      REMEDIES

         Upon the occurrence of any such events of default described in
Paragraph 15 hereof or elsewhere in this Lease, Landlord shall have the option
to pursue any one or more of the following remedies without any notice or demand
whatsoever:

         16.1.    Landlord may, at its election, terminate this Lease or
terminate Tenant's right to possession only, without terminating the Lease.

         16.2.    Upon any such termination of this Lease, or upon any
termination of Tenant's right to possession without termination of the Lease,
Tenant shall surrender possession and vacate the Premises immediately, and
deliver possession thereof to Landlord, and Tenant hereby grants to Landlord
full and free license to enter into and upon the Premises in such event and to
repossess Landlord of the Premises as of Landlord's former estate and to expel
or remove Tenant and any others who may be occupying or within the Premises and
to remove any and all property therefrom without being deemed in any manner
guilty or trespass, eviction or forcible entry or detainer and without incurring
any liability for any damage resulting therefrom, Tenant hereby waiving any
right to claim damage for such re-entry and expulsion, and without relinquishing
Landlord's right to rent or any other right given to Landlord hereunder or by
operation of law.

         16.3.    Upon any termination of this Lease, Landlord shall be entitled
to recover as damages, all rent, including any amounts treated as additional
rent hereunder, and other sums due and payable by Tenant on the date of
termination, plus the sum of (i) an amount equal to the then present value of
the rent, including any amounts treated as additional rent hereunder, and other
sums provided herein to be paid by Tenant for the residue of the stated Term,
less the fair rental value of the Premises for such residue (taking into account
the time and expense necessary to obtain a replacement tenant or tenants,
including expenses hereinafter described in subparagraph 16.4 relating to
recovery of the Premises, preparation for reletting and for reletting itself)
which the parties agree shall in no event exceed sixty percent (60%) of the then
present value of the rent for the period, and (ii) the cost of performing any
other covenants which would have otherwise been performed by Tenant.

         16.4.    Upon any termination of Tenant's right to possession only
without termination of the Lease, Landlord may at Landlord's option, enter into
the Premises, remove Tenant's signs and other evidences of tenancy, and take and
hold possession thereof as provided in subparagraph 16.2 above, without such
entry and possession terminating the Lease or releasing Tenant, in whole or in
part, from any obligation, including Tenant's obligation to pay the rent,
including any amounts treated as additional rent hereunder for the full Term. In
any such case Tenant shall pay forthwith to Landlord, if Landlord so elects, a
sum equal to the entire amount of the rent, including any amounts treated as
additional rent hereunder, for the residue of the stated Term plus any other
sums provided herein to be paid by Tenant for the remainder of the Term.

                  16.4.1.  Landlord may, but need not, relet the Premises or any
part thereof for such rent and upon such terms as Landlord, in it sole
discretion, shall determine (including the right to relet the Premises for a
greater or lesser term than that remaining under this Lease, the right to relet
the Premises as part of a larger area, and the right to change the character or
use made of the Premises). If Landlord decides to relet the Premises or a duty
to relet is imposed

                                       13

<PAGE>

upon Landlord by law, Landlord and Tenant agree that Landlord shall only be
required to use the same efforts Landlord then uses to lease other properties
Landlord owns or manages (or if the Premises are then managed for Landlord, then
Landlord will instruct such manager to use the same efforts such manager then
uses to lease other space or properties which it owns or managers); provided,
however, that Landlord (or its manager) shall not be required to give any
preference or priority to the showing or leasing of the Premises over any other
space that Landlord (or its manager) may be leasing or have available and may
place a suitable prospective tenant in any such available space regardless of
when such alternative space becomes available; provided, further, that Landlord
shall not be required to observe any instruction given by Tenant about such
reletting or accept any tenant offered by Tenant unless such offered tenant has
a creditworthiness acceptable to Landlord, leases the entire Premises, agrees to
use the Premises in a manner consistent with the Lease and leases the Premises
at the same rent, for no more that the current Term and on the same other terms
and conditions as in this Lease without the expenditure by Landlord for tenant
improvements or broker's commissions. In any such case, Landlord may, but shall
not be required to, make repairs, alterations and additions in or to the
Premises and redecorate the same to the extent Landlord deems necessary or
desirable, and Tenant shall, upon demand, pay the cost thereof together with
Landlord's expenses of reletting, including, without limitation, any broker's
commission incurred by Landlord. If the consideration collected by Landlord upon
any reletting plus any sums previously collected from Tenant are not sufficient
to pay the full amount of all rent, including any amounts treated as additional
rent hereunder, and other sums reserved in this Lease for the remaining Term,
together with the cost of repairs, alterations, additions, redecorating, and
Landlord's expenses of reletting and the collection of the rent accruing
therefrom (including attorney's fees and broker's commissions), Tenant shall pay
to Landlord the amount of such deficiency upon demand and Tenant agrees that
Landlord may the suit from time to time to recover sums failing due under this
section.

         16.5.    Landlord may at Landlord's option, enter into and upon the
Premises if Landlord determines in its sole discretion that Tenant is not acting
with a commercially reasonable time to maintain, repair or replace anything for
which Tenant is responsible hereunder and correct the same, without being deemed
in any manner guilty of trespass, eviction or forcible entry and detainer and
without incurring any liability for any damage resulting therefrom and Tenant
agrees to reimburse Landlord, on demand, as additional rent, for any expense
which Landlord may incur in thus effecting compliance with Tenant's obligations
under this Lease.

         16.6.    Any and all property which may be removed from the Premises by
Landlord pursuant to the authority of the Lease or of law, to which Tenant is or
may be entitled, may be handled, removed and stored, as the case may be, by or
at the direction of Landlord at the risk, costs and expense of Tenant, and
Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all
expenses incurred in such removal and all storage charges against such property
so long as the same shall be in Landlord's possession or under Landlord's
control. Any such property of Tenant not retaken by Tenant from storage within
thirty (30) days after removal from the Premises shall, at Landlord's option, be
deemed conveyed by Tenant to Landlord under this Lease as by a bill of sale
without further payment or credit by Landlord by Tenant.

                  16.6.1.  In the event Tenant fails to pay any installment of
rent, including any amount treated as additional rent hereunder, or other sums
hereunder as and when such

                                       14

<PAGE>


installment or other charge is due, Tenant shall pay to Landlord on demand a
late charge in an amount equal to five percent (5%) of such installment or other
charge overdue in any month and five percent (5%) each month thereafter until
paid in full to help defray the additional cost to Landlord for processing such
late payments, and such late charge shall be additional rent hereunder and the
failure to pay such late charge within ten (10) days after demand therefor shall
be an additional event of default hereunder. The provision for such late charge
shall be in addition to all of Landlord's other rights and remedies hereunder or
at law and shall not be construed as liquidated damages or as limiting
Landlord's remedies in any manner.

                  16.6.2.  Pursuit of any of the foregoing remedies shall not
preclude pursuit of any of the other remedies herein provided or any other
remedies provided by law (all such remedies being cumulative), nor shall pursuit
of any remedy herein provided constitute a forfeiture or waiver of any rent due
to Landlord or of any damages accruing to Landlord. No act or thing done by
Landlord or its agents during the Term shall be deemed a termination of this
Lease or an acceptance of the surrender of the Premises, and no agreement to
terminate this Lease or accept a surrender of said Premises shall be valid
unless in writing signed by Landlord. No waiver by Landlord of any violation or
breach of any of the terms, provisions and covenants herein contained shall be
deemed or construed to constitute a waiver of any other violation or breach.
Landlord's acceptance of the payment of rental or other payments hereunder after
the occurrence of an event of default shall not be construed as a waiver of such
default, unless Landlord so notifies Tenant in writing. Forbearance by Landlord
in enforcing one or more of the remedies herein provided upon an event of
default shall not be deemed or construed to constitute a waiver of such default
or of Landlord's right to enforce any such remedies with respect to such default
or any subsequent default. If, on account of any breach or default by Tenant, it
shall become necessary or appropriate for Landlord to employ or consult with an
attorney concerning or to enforce or defend any of Landlord's rights or remedies
hereunder, Tenant agrees to pay any attorney's fees so incurred.

17.      MORTGAGES

         Tenant accepts this lease subject and subordinate to any mortgage(s)
and/or deed(s) of trust now or at any time hereafter constituting a lien or
charge upon the Premises or the Building, provided, however, that if the
mortgagee, trustee, or holder of any such mortgage or deed or trust elects to
have Tenant's interest in this Lease superior to any such instrument, then by
notice to Tenant from such mortgagee, trustee or holder, this Lease shall be
deemed superior to such lien, whether this Lease was executed before or after
said mortgage or deed of trust. Tenant shall at any time hereafter on demand
execute any instruments, releases or other documents which may be required by
any mortgagee for the purpose of evidencing the subjection and subordination of
this Lease to the lien of any such mortgage or for the purpose of evidencing the
superiority of this Lease to the lien of any such mortgage, as may be the case.

18.      MECHANIC'S AND OTHER LIENS

         Tenant agrees that it will pay or cause to be paid all sums legally 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 validly and legally asserted against its leasehold interest in the Premises
and that it will save and hold Landlord harmless from any and all loss,

                                       15

<PAGE>

cost or expense based on or arising out of assorted claims or liens against the
leasehold estate or against the right, title and interest of the Landlord in the
Premises or under the terms of this Lease. If any such lien shall remain in
force and effect for twenty (20) days after written notice thereof from Landlord
to Tenant, Landlord shall have the right and privilege at Landlord's option of
paying and discharging the same or any portion thereof without inquiry as to the
validity thereof, and any amounts so paid, including expenses and interest,
shall be so much additional indebtedness hereunder due from Tenant to Landlord
and shall be repaid to Landlord immediately on rendition of a bill therefor.
Notwithstanding the foregoing, Tenant shall have the right to contest any such
lien in good faith and with all due diligence so long as any such contest, or
action taken in connection therewith, protects the interest of Landlord and
Landlord's mortgagee in the Premises and Landlord and any such mortgagee are, by
the expiration of twenty (20) day period, furnished such protection, and
indemnification against any loss, cost or expense related to any such lien and
the contest thereof as are satisfactory to Landlord and any such mortgagee.

19.      NOTICES

         Any notice or document required or permitted to be delivered hereunder
shall be deemed to be delivered upon receipt if delivered personally or by
contract carrier or, whether actually received or not, when deposited in the
United States Mail, postage prepaid, Certified or Registered Mail, addressed to
the parties hereto at the respective addresses described in the Reference Page,
or at such other address as they have theretofore specified by written notice
delivered in accordance herewith. If and when included within the term
"Landlord" or "Tenant" as used in this instrument, there are more than one
person, firm or corporation, all shall jointly arrange among themselves for
their joint execution of such a notice specifying some individual at some
specific address for the receipt of notices and payments. All parties included
within the terms "Landlord" and "Tenant", respectively, shall be bound by
notices given in accordance with the provisions of this paragraph to the same
effect as if each had received such notice.

20. MISCELLANEOUS

         20.1.    The terms, provisions and covenants and conditions contained
in this Lease shall apply to inure to the benefit of, and be binding upon, the
parties hereto and upon their respective heirs, legal representatives,
successors and permitted assigns, except as otherwise herein expressly provided.
Landlord shall have the right to assign any of its rights and obligations under
this Lease and Landlord's grantee or Landlord's successor, as the case may be,
shall upon such assignment, become Landlord hereunder, thereby freeing and
relieving the grantor or assignor, as the case may be, of all covenants and
obligations of Landlord hereunder.

         20.2.    Tenant shall at any time and from time to time within ten (10)
days after written request from Landlord execute and deliver to the Landlord or
any prospective Landlord, mortgagee or prospective mortgagee a sworn and
acknowledged estoppel certificate, in form reasonably satisfactory to Landlord
and/or such mortgagee certifying and stating accurate statements required by
Landlord or such mortgagee. It is intended that any such statement delivered
pursuant to this subsection may be relied upon by any prospective purchaser or
mortgagee and their respective successors and assigns and Tenant shall be liable
for all loss, cost or expense resulting from the failure of any sale of funding
of any loan caused by any

                                       16

<PAGE>

misstatement contained in such estoppel certificate. Tenant hereby irrevocably
appoints Landlord or if Landlord is a trust, Landlord's beneficiary, as
attorney-in-fact for Tenant with full power and authority to execute and deliver
in the name of Tenant such estoppel certificate if Tenant fails to deliver the
same within such ten (10) day period and such certificate as signed by Landlord
or Landlord's beneficiary, as the case may be, shall be fully binding on Tenant,
if Tenant fails to deliver a contrary certificate within five (5) days after
receipt by Tenant of a copy of the certificate executed by Landlord on behalf of
Tenant.

         20.3.    All obligations of Tenant hereunder not fully performed as of
the expiration or earlier termination of the Term shall survive the expiration
or earlier termination of the Term, including without limitation, all payment
obligations with respect to Taxes, Operation Costs and the like and all
obligations concerning the condition of the Premises. Upon the expiration of
earlier termination of the Term, and prior to Tenant vacating the Premises,
Landlord and Tenant shall jointly inspect the Premises and Tenant shall pay to
Landlord any amount estimated by Landlord as necessary to put the Premises,
including without limitation heating and air conditioning systems and equipment
therein, in good condition and repair. Any work required to be done by Tenant
prior to its vacation of the Premises which has not been completed upon such
vacation, may be completed by Landlord at Tenant's expense. Tenant shall also,
prior to vacating Premises, pay to Landlord the amount, as estimated by
Landlord, of Tenant's obligation hereunder for Taxes and Operating Costs. All
such amounts shall be used and held by Landlord for payment of such obligations
of Tenant hereunder, with Tenant being liable for any additional costs therefor
upon demand by Landlord or with any excess to be returned to Tenant after all
such obligations have been determined and satisfied.

         20.4.    Tenant's "proportionate share" as used in this Lease shall
mean a fraction, the numerator of which is the rentable area (other than any
designed parking and loading areas) contained in the Premises and the
denominator of which is the rentable area contained in the Building, in each
case as determined by Landlord.

         20.5.    Each of the parties (i) represents and warrants to the other
that it has not dealt with any broker or finder in connection with this Lease,
except as described herein; and (ii) indemnifies and holds the other harmless
from any and all losses, liability, costs or expenses (including attorneys'
fees) incurred as a result of any breach of the foregoing warranty.

         20.6.    Neither party shall record this Lease or a memorandum hereof
without the prior written consent of the other party and the party seeking the
recording shall pay all charges and taxes incident thereto.

         20.7.    In no event shall Landlord's liability for any breach of any
contractual obligation of this Lease exceed the amount of rental then remaining
unpaid for the then current Term (exclusive of any renewal periods which have
not then actually commenced). This provision is not intended to be a measure or
agreed amount of Landlord's liability with respect to any particular breach, and
shall not be utilized by any court or otherwise for the purpose of determining
any liability of Landlord hereunder, except only as a maximum amount not to be
exceeded in any event.

                                       17

<PAGE>

21.      CORPORATE AUTHORITY

         If Tenant is a corporation, Tenant represents and warrants that this
Lease and the undersigned's execution of this Lease has been duly authorized and
approved by the corporation's Board of Directors. The undersigned officers and
representatives of the corporation executing this Lease on behalf of the
corporation represent and warrant that they are officers of the corporation with
authority to execute this Lease on behalf of the corporation.

22.      LIMITATION OF LANDLORD'S LIABILITY

         Redress for any claims against Landlord under this Lease shall only be
made against Landlord to the extent of Landlord's interest in the property to
which the leased Premises are a part. The obligations of Landlord under this
Lease shall not be personally binding on, nor shall any resort be had to the
private properties of, any of its trustees or board of directors and officers,
as the case maybe, the general partners thereof or any beneficiaries,
stockholders, employees or agents of Landlord, or the investment manager.

         The parties hereto have executed this Lease on the date specified
immediately below their respective signatures.

LANDLORD:                                        TENANT:

SFERS REAL ESTATE CORP. V,                       ETMA Corporation,
a Delaware corporation                           a Washington corporation

D/B/A PARK EAST BUSINESS PARK

By:      RREEF Management Company,
         a Delaware corporation

By:      /s/ Anne L. Johnston                    By:     /s/ Ken Melanson
         ------------------------------                  ----------------
         Anne L. Johnston, RPA
Title:   District Manager                        Title:  VP. OPNS

Date:    7/30/99                                 Date:   7/29/99

                                       18

<PAGE>

                            CORPORATE ACKNOWLEDGMENT

STATE OF WASHINGTON                 )
                                    )   ss.
COUNTY OF KING                      )

         On this day of July 29, 1999, before me, the undersigned, a Notary
Public in and for the State of WA, personally appeared Ken Melanson and
________________, to me known to be the VP, Operations and
_______________________ of ETMA Corporation, a corporation, and acknowledged to
me that they executed the same on behalf of said corporation freely and
voluntarily for the uses and purposes therein mentioned.

         Witness my hand and official seal the day and year in this certificate
first above written.

                                      /s/ Carolyn E. Quemuel
                                      ------------------------------------------
                                      Notary Public in and for the
                                      State of WA,
                                      residing at Redmond

                            CORPORATE ACKNOWLEDGMENT

STATE OF WASHINGTON                 )
                                    )   ss.
COUNTY OF KING                      )

         On this day of July 30, 1999, before me, the undersigned, a Notary
Public in and for the State of WA, personally appeared Ann Johnston and
________________, to me known to be the District Manager and
_______________________ of Reef Management Co., a corporation, and acknowledged
to me that they executed the same on behalf of said corporation freely and
voluntarily for the uses and purposes therein mentioned.

         Witness my hand and official seal the day and year in this certificate
first above written.

                                      /s/ Haruko Inoue
                                      -----------------------------
                                      Notary Public in and for the
                                      State of WA,
                                      residing at Kirkland

<PAGE>

                            INDIVIDUAL ACKNOWLEDGMENT

STATE OF                            )
                                    )   ss.
COUNTY OF                           )

         On this ____ day of ____________, 19__, before me, the undersigned, a
Notary Public in and for the State of _____________, personally appeared
__________________, to me known to be the person(s) named in the foregoing
document, and acknowledged to me that _____________________ executed the same on
freely and voluntarily for the uses and purposes therein mentioned.

         Witness my hand and official seal the day and year in this certificate
first above written.

                                      __________________________________________
                                      Notary Public in and for the
                                      State of ___________________________,
                                      residing at _________________________

<PAGE>

                                    ADDENDUM

                attached to and made a part of Lease bearing the
                  Lease Reference Date of July 21, 1999 between
                   SFERS REAL ESTATE CORP. V, as Landlord and
                           ETMA Corporation, as Tenant
                 for the Premises known as 18211 NE 68th Street

1.       RENEWAL OPTION:

Tenant shall, provided the Lease is in full force and effect and Tenant is not
in default under any of the other terms and conditions of the Lease at the time
of notification or commencement, have one (1) successive option to renew this
Lease for a term of five (5) years, for the portion of the Premises being leased
by Tenant as of the date the renewal term is to commence, on the same terms and
conditions set forth in the Lease, except as modified by the terms, covenants
and conditions as set forth below:

         A.       If Tenant elects to exercise said option, then Tenant shall
                  provide Landlord with written notice no earlier than the date
                  which is three hundred sixty-five (365) days prior to the
                  expiration of the then current term of the Lease but no later
                  than the date which is one hundred eighty (180) days prior to
                  the expiration of the then current term of the Lease except
                  that the Annual Rent and Monthly Installment in effect at the
                  expiration of the then current term of this Lease. If Tenant
                  fails to provide such notice, Tenant shall have no further or
                  additional right to extend or renew the term of the Lease.

         B.       The Annual Rent and Monthly Installment in effect at the
                  expiration of the then current term of the Lease shall be
                  increased to reflect the current fair market rental for
                  comparable space in the Business Park and in other similar
                  business parks in the same rental market as of the date the
                  renewal term is to commence, taking into account the specific
                  provisions of the Lease which will remain constant. Landlord
                  shall advise Tenant of the new Annual Rent and Monthly
                  Installment for the Premises no later than thirty (30) days
                  after receipt of Tenant's written request therefor. Said
                  request shall be made no earlier than thirty (30) days prior
                  to the first date on which Tenant may exercise its option
                  under this Paragraph. Said notification of the new Annual Rent
                  may include a provision for its escalation to provide for a
                  change in fair market rental between the time of notification
                  and the commencement of the renewal term. If Tenant and
                  Landlord are unable to agree on a mutually acceptable rental
                  rate not later than sixty (60) days prior to the expiration of
                  the then current term, then Landlord and Tenant shall each
                  appoint a qualified MAI appraiser doing business in the area,
                  in turn those two independent MAI appraisers shall appoint a
                  third MAI appraiser and the majority shall decide upon the
                  fair market rental for the Premises as of the expiration of
                  the then current term. Landlord and Tenant shall equally share
                  in the expense of this appraisal except that in the event the
                  Annual Rent and Monthly Installment is found to be within
                  fifteen percent (15%) of the original rate quoted by Landlord,
                  then Tenant

<PAGE>

                  shall bear the full cost of all the appraisal process. In no
                  event shall the Annual Rent and Monthly Installment for any
                  option period be less than the Annual Rent and Monthly
                  Installment in the preceding period.

         C.       This option is not transferable; the parties hereto
                  acknowledge and agree that they intend that the aforesaid
                  option to renew this Lease shall be "personal" to Tenant as
                  set forth above and that in no event will any assignee or
                  sublessee have any rights to exercise the aforesaid option to
                  renew.

<PAGE>

                                    EXHIBIT A

                attached to and made a part of Lease bearing the
                  Lease Reference Date of July 21, 1999 between
                   SFERS REAL ESTATE CORP. V, as Landlord and
                           ETMA Corporation, as Tenant
                 for the Premises known as 18211 NE 68th Street

                                    PREMISES

Exhibit A is intended only to show the general layout of the Premises as of the
beginning of the Term of this Lease. It does not in any way supersede any of
Landlord's rights set forth with respect to arrangements and/or locations of
public parts of the Building and changes in such arrangements and/or locations.
It is not to be scaled; any measurements or distances shown should be taken as
approximate.

Site Plan:

                                      [MAP]

                                   BUILDING E
                                    PARK EAST
                             180TH AVE. AT 68TH ST.
                               REDMOND, WASHINGTON

<PAGE>

Legal Description:         PARK EAST - "Building"

PARCEL A:

A tract of land in Government Lot 3, Section 7, Township 25 North, Range 6 East
W.M., more particularly described as follows:

Beginning at the 1/4 section corner between Section 7, Township 25 North, Range
6 East W.M., Section 12, Township 25 North, Range 5 East W.M.; thence South
along the centerline of the county road, 285 feet; thence East 30 feet to the
true point of beginning; thence South 200 feet along the Easterly margin of
county road to the Easterly margin of State Road No 2; thence Southeasterly
along the Easterly margin of State Road No. 2, a distance of 255 feet to a point
measured at right angles, 37.5 feet South from the center line of said
Government Lot 3; thence East parallel to and 37.5 feet from said centerline of
Government Lot 3, a distance of 560 feet; thence North 01(degree)27'14" West
393.5 feet; thence West parallel to the centerline of said Government Lot 3, a
distance of 697 feet, more or less, to the true point of beginning;

EXCEPT portion thereof lying within 180th Avenue N.E.;

Situate in the City of Redmond, County of King, State of Washington.

PARCEL B:

The South 125 feet of the North 285 feet of the East 697 feet of the West 727
feet of government Lot 3, Section 7 Township 25 North, Range 6 East W.M.;

EXCEPT portion thereof lying within N.E. 68th Street;

Situate in the City of Redmond, County of King, State of Washington.

PARCEL C:

Lot 2 of Revision of King County Short Plat No. 277009, as recorded under
Recording No. 7901220674, being a Revision of Short Plat recorded under
Recording No. 7705130584;

Situate in the City of Redmond, County of King, State of Washington.

<PAGE>

PARCEL D:

Government Lot 3, Section 7, Township 25 North, Range 6 East W.M.;

EXCEPT the West 727.00 feet thereof;

AND EXCEPT that portion thereof lying within N.E. 68th Street;

(ALSO KNOWN as Lot 2 of City of Redmond Lot Line Adjustment No. SS83-41,
recorded under Recording No. 8401180742;)

(FORMERLY KNOWN AS a portion of Lot 4 and other property, Revision of King
County Short Plat No. 277009, as recorded under Recording No. 7901220674, being
a Revision of Short Plat recorded under Recording No. 7705130584;)

Situate in the City of Redmond, County of King, State of Washington.