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                                                                   EXHIBIT 10.24

                         TERMINATION TO COMMERCIAL LEASE

THIS TERMINATION TO COMMERCIAL LEASE is made this 24th day of July 2003, by
and between DAVID H. VEBLEN/ MORTENSON TRUST (hereinafter "Landlord") and
NUTRACEUTIX, INC. (hereinafter "Tenant").

WHEREAS, Landlord and Tenant entered into a Commercial Lease ("Lease") dated the
3rd of November 1999 for the lease of certain real estate; and

WHEREAS, the parties desire to terminate the lease.

NOW THEREFORE, in consideration of the mutual agreements and covenants contained
herein and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties have this date agreed to terminate the Lease when the
following conditions are fulfilled:

      1.    Tenant shall enter into a new five (5) year Lease with Landlord for
            the existing space including the adjoining space for an approximate
            total square footage of 18,560.

      2.    This new Lease shall commence January 1, 2004 and the existing Lease
            shall terminate December 31, 2003.

      3.    The above must be complete or the termination of the Lease shall be
            void and Landlord at his option may enforce any or all terms of the
            Lease.

When the above items are completed the Lease between Landlord and Tenant dated
November 3, 1999 shall be null and void as of December 31, 2003.

AGREED to this 10th day of July 2003.

LANDLORD:                                    TENANT:




by: /s/ David Veblen                         by: /s/  David T. Howard
    ----------------------------------           -------------------------------
      David Veblen                                 David T. Howard
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                                  STANDARD FORM

                         MULTI-TENANT, TRIPLE NET LEASE

1.    PARTIES. This lease is made this(date) July 24, 2003 between DAVID
      VEBLEN/MORTENSEN TRUST TENANTS IN COMMON hereafter called Landlord, and
      Nutraceutix, Inc. hereafter called Tenant.


2.    PREMISES. Landlord agrees to lease to Tenant "the Premises" described in
      Exhibit A and consisting of approximately 18,560SF. The Premises are a
      part of the "Building," which Building is located on the real property
      described in Exhibit B (the "Property"). As used herein, the term
      "Building" includes all Buildings located on the Property. The Premises,
      Building, and Property are a part of Willows East. Tenant understands that
      square footage used in this Lease is approximate and is calculated from
      the outside face of the exterior walls of the structure including
      overhangs to the centerline of any interior demizing walls. Tenant and
      Landlord mutually hold each other harmless for any discrepancies in the
      square footage calculation after execution of the Lease.

3.    TERM. The term of this lease shall be 60 months and 0 days commencing the
      1st day of January 2004 and terminating on the 31st day of December 2008
      unless sooner terminated as provided herein; or extended pursuant to
      Paragraph 22 herein.

4.    POSSESSION.

      a)    If the Landlord, for any reason whatsoever, cannot deliver
            possession of the Premises to the Tenant at the commencement date of
            the term hereof, this Lease shall not be void or voidable, nor shall
            Landlord be liable to Tenant for any loss or damage resulting
            therefrom, but in that event, all rent shall be abated during the
            period between the commencement of said term and the time when
            Landlord delivers possession.

      b)    If Landlord permits Tenant to occupy the Premises prior to the
            commencement date of the term, such occupancy shall be subject to
            all the provisions of this Lease and shall not advance the
            termination date of this Lease. Tenant's Share of Common Costs and
            Expenses shall be due and payable from the date of Tenant's
            occupancy of the Premises.

      c)    If Tenant should cause any delay in Landlord's completion of the
            Premises, thereby delaying Tenant's occupancy of the Premises beyond
            the commencement date of this Lease, then the Landlord may at its
            option require the Tenant to commence payment of rent on the stated
            commencement date as specified herein.

5.    RENT. Without prior notice or demand, Tenant agrees to pay to Landlord as
      monthly rent for the Premises the sum $16,695.22 months 1-12, $13,000
      months 13-60, on or before the first day of the first full calendar month
      of the term hereof and a like sum on or before the first day of each and
      every successive calendar month thereafter during the term hereof. Rent
      for any period during the term hereof which is for less than one (1) month
      shall be a prorated portion of the monthly installment herein, based upon
      a thirty (30) day month. Rent shall be paid to Landlord at the address to
      which notices to


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      Landlord are to be given without deduction or offset in lawful money of
      the United States of America, or to such other person or at such other
      place as Landlord may from time to time designate in writing.

                                105 2nd Ave N.
                                Seattle, WA 98109

6.    PREPAID RENT AND TENANT DEPOSIT. Upon execution of Lease, Tenant shall
      deposit with Landlord $13,500.00 (the "Deposit") as prepaid rent and
      Tenant deposit $7,500 transferred from old Lease and $6,000 due at signing
      of this Lease. The monies shall be allocated as follows:

      a)    Prepaid Rent.

            N/A of the Deposit shall be applied to monthly rent due for the N/A
            month of the Lease term.

      b)    Tenant Deposit.

            $13,500.00 of the Deposit shall be applied to the Tenant deposit for
            the performance by Tenant of the provisions of the Lease. If Tenant
            is in default, Landlord can use the Tenant deposit, or any portion
            of it, to cure the default or to compensate Landlord for all damage
            sustained by it resulting from Tenant's default. Tenant shall on
            demand immediately pay to Landlord the sum necessary to replenish
            the Tenant deposit to that initially deposited with Landlord. If
            Tenant is not in default at the expiration or termination of this
            Lease, Landlord shall return the Tenant deposit to Tenant, less any
            amounts necessary to return the Premises to their original
            condition, reasonable wear and tear excepted. Landlord's obligations
            with respect to the Tenant deposit are those of a debtor and not a
            trustee. Landlord may maintain the Tenant deposit separate and apart
            from Landlord's general funds or may commingle that Tenant deposit
            with Landlord's general and other funds. Landlord shall not be
            required to pay Tenant interest on the Tenant deposit. In the event
            that this Lease is terminated before the end of full term for any
            reason, any rent paid for any period beyond the actual termination
            date shall be considered an additional Tenant deposit.

7.    USE. Tenant shall use the Premises for Office/production/warehousing and
      incidental uses and hereby agrees that it has determined to its
      satisfaction that the Premises can be used for those purposes. Tenant
      waives any right to terminate this lease in the event the Premises cannot
      be used for such purposes during the Lease term. The premises may not be
      used for any other purpose without Landlord's written consent.

      Tenant shall not do or permit anything to be done in or about the Premises
      or bring or keep anything therein which will in any way increase the
      existing rate of or affect any fire or other insurance upon the Building
      or any of its contents, or cause cancellation of insurance policy covering
      the Building or any part thereof or any way obstruct or interfere with the
      rights of other tenants or occupants of the Building or injure or annoy
      them or use or allow the Premises to be used for any improper, immoral,
      unlawful or objectionable purpose. Tenant shall not commit or suffer to be
      committed any waste in or upon the Premises. Tenant shall not place upon
      or install in windows or other


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      openings or exterior sides of doors or walls of the Premises any signs,
      symbols, drapes or other materials without written consent of Landlord.

      Tenant shall not, without Landlord's prior written consent, keep any
      substances designated as, or containing components designated as,
      hazardous, dangerous, toxic, or harmful, and/or subject to regulation
      under any federal, state, or local law, regulation, or ordinance on or
      around the Premises, common area, or property, except office supplies,
      ordinary cleaning products and the like, normally found in general
      business offices, which Tenant shall use, store and dispose of in
      accordance with manufacturer's and suppliers' recommendations and all
      applicable laws. Tenant shall be fully and completely liable to Landlord
      for any and all cleanup costs and any and all other charges, fees, fines
      expenses and penalties relating to the use, storage, disposal,
      transportation, generation or sale by Tenant (or its employees, agents,
      contractors or invitees) of hazardous substances on the Premises.

      Landlord gives Tenant and its employees, authorized representatives, and
      business invitees a nonexclusive right to the reasonable use and enjoyment
      of the Common Areas, subject to Landlord's rights set forth herein.

8.    TENANT'S SHARE OF COMMON COSTS AND EXPENSES. Tenant shall pay to Landlord,
      as additional rent, an amount estimated by Landlord to be Tenant's Share
      of Common Costs and Expenses ("Tenant's Share"). Tenant's Share shall be
      payable on or before the first day of the first full calendar month of the
      term hereof or upon Tenant's occupancy, whichever first occurs, and on the
      first day of each and every successive calendar month thereafter during
      the term hereof. Tenant's Share for any period less than one month shall
      be paid by the Tenant on a per diem basis, based on a thirty (30) day
      month.

      Tenant's Share shall be equal to 32% of the total Common Costs and
      Expenses; which percentage is determined by dividing the square footage of
      the Premises by the total rentable square footage of the Building. Should
      the total rentable square footage of the Building change for any reason
      whatsoever, the percentage set forth herein shall be subject to adjustment
      accordingly. Tenant's Share is estimated to be equal to $0.22 for each
      square foot of the Premises per month for the first accounting period of
      the Lease term which is then estimated to equal $4,083.20 per month for
      the first accounting period of the Lease term.

      An accounting period is a calendar year except the first accounting period
      shall commence on the date the Lease term or Tenant's occupancy commences,
      as the case may be, and the last accounting period shall end on the date
      the Lease term expires. The first accounting period of the Lease term
      shall be the first full calendar year in which the Lease term or Tenant's
      occupancy, as the case may be, commences. Landlord can adjust the
      Estimated Common Costs and Expenses at the commencement of each new
      accounting period throughout the Lease term, whereupon Tenant's Share
      shall be adjusted accordingly. If, at any time during any accounting
      period, Landlord determines that the actual Common Costs and Expenses for
      such accounting period will vary by more than five percent (5%) from
      Landlord's original estimate, Landlord may, by written


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      notice to Tenant, adjust the Common Costs and Expenses for the remainder
      of such accounting period, and accordingly, Tenant's Share to be paid
      hereunder. Landlord shall furnish to Tenant, after each accounting period,
      a statement showing the actual total Common Costs and Expenses, the actual
      Tenant's Share, and the payments made by Tenant as part of its Tenant's
      Share during such accounting period. After Landlord supplies Tenant with a
      Common Area Costs and Expense Statement for the previous year, Tenant
      shall have sixty (60) days to request an audit of Landlord's books, with
      respect to this Lease, by an independent accounting firm acceptable to
      Tenant and Landlord. The cost of audit shall be the Tenant's unless the
      audit discovers an overcharge of more than 5% in which case Landlord shall
      pay for audit and pay Tenant the amount overcharged. If an audit discovers
      Landlord undercharged the Tenant, the Tenant shall pay to Landlord
      additional Common Area costs, and pay any costs related to the audit. If
      Tenant does not exercise it's right to audit within the 60 (sixty) days
      after receiving the Common Area Statement, Tenant has accepted Common Area
      Statement as correct and waives all rights in the future to audit the year
      in question. If the actual Tenant's Share exceeds Tenant's payments,
      Tenant shall pay to Landlord the deficiency within thirty (30) days of
      Tenant's receipt of such statement. If Tenant's payments made during the
      accounting period exceed the actual Tenant's Share, Landlord may, at
      Landlord's sole election pay the excess to Tenant at the time Landlord
      furnishes said statement, or credit the excess toward Tenant's payments of
      Tenant's Share in the next succeeding accounting period.

      Common Costs and Expenses shall include the "Property Taxes" and
      "Operating Expenses." "Property Taxes" shall include, without limitation,
      all real and personal property taxes, charges and assessments imposed on
      the Premises, Building, Property or Common Areas; and any other taxes,
      charges or assessments assessed against the Landlord, Premises, Building,
      Property, or Common Areas in connection with the use or occupancy of the
      Premises at any time during the term of this Lease. "Operating Expenses"
      shall mean the annual Operating Expenses which include, without
      limitation, all operating costs incurred by Landlord or on behalf of the
      Premises in maintaining, operating and providing services to and for the
      Building, Property, Common Areas and the Corporate Park, including,
      without limitation, the costs of utilities, supplies, insurance,
      independent contractors, minor roof repair, property managers, other
      suppliers, compensation of all persons who perform regular and recurring
      duties connected with the Building, Property, and Common Areas, its
      equipment, utilities, sprinkler systems, and parking facilities including
      a fund to seal coat and restripe, thereto, and allowance to Landlord or
      Landlord's agent for supervision of such maintenance, operation, services
      and repair of the Building, Property, and Common Areas and any and all
      assessments charged to Landlord or the Property by or through the Owners
      Association of the Corporate Park, if any, in connection with the
      operation, repair and maintenance of the Common Areas or the Corporate
      Park.

9.    REPAIR RESPONSIBILITY.

      a)    By taking possession of the Premises, Tenant shall be deemed to have
            accepted the Premises as being in good, sanitary order, condition
            and repair. Tenant shall, when and if needed, at Tenant's sole
            expense, make repairs to the Premises and


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            every part thereof, including without limitation the heating,
            ventilating and air conditioning system (if any) serving the
            Premises. Tenant shall surrender the Premises to Landlord in good
            condition upon the expiration or sooner termination of this Lease;
            provided, however, that Tenant shall not be held responsible for
            damage to the Premises from causes beyond the reasonable control of
            Tenant, to the extent covered by Landlord's fire and extended
            coverage insurance policy, or for ordinary wear and tear. Except as
            specifically provided in an addendum, if any, to this Lease,
            Landlord shall have no obligation whatsoever to alter, remodel,
            improve, repair, decorate or paint the Premises or any part thereof
            and the parties hereto affirm that Landlord has made no
            representations to Tenant respecting the condition of the Premises
            or the Building except as specifically herein set forth. Truck doors
            in Tenant Premises shall be maintained in good condition by Tenant.

      b)    Tenant is responsible for maintenance and repair of HVAC equipment
            and shall contract to have scheduled maintenance performed, or
            Landlord at its option may engage a maintenance firm to maintain the
            heating, ventilating and air conditioning system (if any) servicing
            the Premises. Tenant shall pay to Landlord, or, at Landlord's
            election, directly to the maintenance firm, Tenant's share of the
            cost of such maintenance.

      c)    Except as provided herein, Tenant shall, at its expense, clean,
            maintain and keep in good repair throughout the term of this Lease
            the entire Premises and appurtenances, including without limitation,
            signs, windows, doors, skylights, light fixtures, and trade
            fixtures.

      d)    Notwithstanding the provisions of Article 9.a. herein above, but
            subject to the provisions of Paragraph 15, Landlord shall repair and
            maintain the structural portions of the Building, including the
            basic plumbing, air conditioning, heating, and electrical systems,
            installed or furnished by Landlord only in so far as such heating,
            air conditioning and electrical systems provide service to the
            entire Building, unless such maintenance and repairs are caused in
            part or in whole by the act, neglect, fault or omission of any duty
            by the Tenant, its agents, servants, employees or invitees, in which
            case Tenant shall pay to Landlord the reasonable costs of such
            maintenance and repairs. Landlord shall not be liable for any
            failure to make any such repairs or to perform any maintenance
            unless such failure shall persist for an unreasonable time after
            written notice of the need of such repairs or maintenance is given
            to Landlord by Tenant. Except as provided in Articles 14 and 15
            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
            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.

10.   MAINTENANCE AND MANAGEMENT



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      a)    Landlord shall maintain the Common Areas in good condition at all
            times. Landlord shall have the right to:

      1.    Establish and enforce reasonable written rules and regulations
            applicable to all tenants concerning the maintenance, management,
            use and operation of the Common Areas.

      2.    Make reasonable changes to the Common Areas including, without
            limitation, changes in the location of driveways, entrances, exits,
            vehicular parking spaces, parking area, or the direction of the flow
            of traffic.

      b)    Common Areas, as defined in this Lease, mean all parts of the
            Building, and related land areas and facilities outside the
            individual Premises but constituting a part of the Property. Common
            areas include, without limitation:

      1.    The property upon which the Premises are located, pedestrian
            walkways and patios, landscaped areas, sidewalks, loading areas,
            parking areas and roads located on the Property.

      2.    The structural parts of the Building and other improvements in which
            the Premises are located, which structural parts include only the
            foundation, bearing and exterior walls (excluding glass and doors),
            sub-flooring, and roof (excluding skylights).

      3.    The unexposed electrical, plumbing, and sewage systems lying outside
            the Premises.

      4.    Window frames, gutters, and downspouts on the Building in which the
            Premises are located.

      5.    Those certain open areas, landscaped areas, and roadways, utility
            systems and facilities located outside the Premises, Property and
            Building but constituting a part of the Corporate Park.

      c)    Landlord shall not be liable, nor shall the rent be abated because
            of interruption of services caused by accident, strikes, necessity
            for repairs, or for any other reason beyond its control.

11.   UTILITIES. Tenant shall pay prior to delinquency for heat, light, water
      and other utility services supplied to the premises and will pay any
      required deposits. Water sewer and other utility charges for which
      separate billings are not available shall be prorated by Landlord based on
      the ratio for the number of square feet in the building; provided,
      however, that Landlord may increase Tenant's pro rata portion of any such
      charges to reflect unusual or excessive utility system demands. Separate
      charges may be made to reflect unusual or excessive utility system demands
      where not separately metered.

12.   ALTERATIONS AND ADDITIONS BY TENANT. Tenant may make, at its sole expense,
      such additional improvements or alterations to the Premises which it may
      deem


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      necessary or desirable. However, any repairs or new construction by Tenant
      shall be done in conformity with plans and specifications approved by
      Landlord. All work performed shall be done in a workmanlike manner and
      with materials (where not specifically described in the specifications) of
      the quality and appearance standard in the Building and shall become the
      property of the Landlord. Landlord may require Tenant to remove any
      improvements or alterations at the expiration of the term, such removal to
      occur at Tenant's sole cost and expense.

13.   LIENS. Tenant shall keep the Premises and the property in which the
      Premises are situated free from any liens arising out of any work
      performed, materials furnished or obligations incurred by Tenant. 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 (1-1/2) times any and all estimated
      cost 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.

14.   INSURANCE. Landlord shall procure throughout the term of the Lease fire
      and extended coverage insurance in the amount of the full insurable value
      of the Building containing the Premises. Tenant assumes the risk of loss
      of its furnishings, trade fixtures, equipment and supplies which shall not
      be insured under the above policy. Tenant agrees to procure and maintain
      throughout the term of the Lease, at Tenant's sole cost and expense,
      liability insurance underwritten by a firm satisfactory to Landlord
      covering all persons and property on the Premises in connection with
      Tenant's business in the following amounts:

      a.    $2,000,000 combined Single Limit for Bodily Injury and Property
            Damage, or

      b.    $2,000,000 each occurrence for Bodily Injury and $1,000,000 each
            occurrence for Property Damage.

      The Landlord and the Property Management Company shall be named as an
      additional insured and shall be furnished with a certificate of insurance.
      Such coverage shall be primary and noncontributing with any insurance
      carried by the Landlord. The liability insurance policy shall contain
      endorsements requiring 30 days notice to Landlord prior to any
      cancellation or any reduction in amount of the coverage. Tenant, as a
      material part of the consideration to be rendered to Landlord, hereby
      agrees to defend, indemnify and hold harmless Landlord against any and all
      claims, costs and liabilities, including reasonable attorney's fees,
      arising from Tenant's use of the Premises, or from the conduct of Tenant's
      business, or from any activity, work or things done, permitted or suffered
      by Tenant or any of Tenant's agents, contractors or employees.

15.   DESTRUCTION. If the Premises of the Building is destroyed or damaged by
      fire, earthquake or other casualty to the extent that they are
      untenantable in whole or in part, then Landlord may, at Landlord's option,
      proceed with reasonable diligence to rebuild and restore the Premises or
      such part thereof, provided that within thirty (30) days after such
      destruction or injury Landlord shall in writing notify Tenant of
      Landlord's intention


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      to do so. During the period from destruction or damage until restoration,
      the rent shall be abated in the same ratio as that portion of the Premises
      which Landlord and Tenant determines is unfit for occupancy shall bear to
      the whole Premises. If damage is due to the fault or neglect of Tenant or
      its agents, employees, invitees or licensees there shall be no abatement
      of rent. If Landlord shall fail to notify Tenant, then this Lease shall,
      and the expiration of the time for the giving of notice as herein
      provided, be deemed terminated and at an end.

16.   CONDEMNATION. If all or part of the Premises are taken under power of
      eminent domain, or sold under the threat the exercise of said power, this
      Lease shall terminate as to the part so taken as of the date the
      condemning authority takes possession. If more than 25% of the floor area
      of Premises is taken by condemnation, Tenant may, by a written notice
      within ten (l0) days after notice of such taking (or absent of such
      notice, within ten (10) days after the condemning authority takes
      possession) terminate this Lease as of the date the condemning authority
      takes possession. If Tenant does not so terminate, this Lease shall remain
      in effect as to the portion of the Premises remaining except that the rent
      shall be reduced in the proportion that the floor area taken bears to the
      original total floor area; provided that if circumstances making abatement
      based on floor are unreasonable, the rent shall abate by a reasonable
      amount to be determined by Landlord. In the event that Tenant elects not
      to terminate the Lease with respect to any part of the Premises remaining
      after condemnation, Landlord shall have no responsibility to restore such
      part of the Premises to its condition prior to condemnation. Any award for
      the taking of all or part of the Premises under the power of eminent
      domain, including payment made under threat of the exercise of such power,
      shall be the property of Landlord, whether made as compensation for
      diminution in value of the leasehold or for the taking of the fee or as
      severance damages; provided, that Tenant shall be entitled to such
      compensation as may be separately awarded or recoverable by Tenant in
      Tenant's own right for the loss of or damage to Tenant's trade fixtures
      and removable personal property. Landlord shall not be liable to Tenant
      for the loss of the use of all or any part of the Premises taken by
      condemnation.

17.   ASSIGNMENT AND SUBLETTING. Tenant shall not assign, let or sublet this
      Lease or any part thereof, either by operation of law or otherwise, or
      permit any other party to occupy all or any part of the Premises, without
      first obtaining the written consent of Landlord. This Lease shall not be
      assignable by operation of law. Landlord reserves the right to recapture
      the Premises, or applicable portion thereof, in lieu of giving its consent
      by notice given to Tenant within twenty (20) days after receipt of
      Tenant's written request for assignment or subletting. Such recapture
      shall terminate this Leases to the applicable space effective on the
      prospective date of assignment or subletting, which shall be the last day
      of a calendar month and not earlier than sixty (60) days after receipt of
      Tenant's request. If Landlord elects not to recapture and thereafter gives
      its consent, Landlord and Tenant agree that Landlord may charge Tenant a
      reasonable sum to reimburse Landlord for legal and administrative costs
      incurred in connection with such consent; and that from the date of such
      assignment, let, or sublease of this Lease, Landlord and Tenant shall
      share equally in any rental and other proceeds paid to Tenant in excess of
      the rent to be paid to Landlord under the terms of this Lease. If Tenant
      is a corporation, any transfer of this Lease from Tenant by merger,
      consolidation or


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      liquidation or any change in the ownership, or power to vote the majority
      of the outstanding voting stock of Tenant shall constitute an assignment
      for the purpose of this section. If Tenant is a partnership, any change in
      the individuals or entities of which the partnership is composed shall
      constitute an assignment for purposes of this section. Subject to the
      provisions above, this Lease shall be binding upon and inure to the
      benefit of the parties, heirs and successors and assigns.

18.   DEFAULT.

      a.    The occurrence of any one or more of the following events shall
            constitute a material default and breach of the Lease by Tenant:

            1.    Vacation or abandonment of all or any portion of the Premises.

            2.    Failure by Tenant to make any payment required as and when
                  due, where such failure shall continue after three (3) days
                  written notice from Landlord.

            3.    Failure by Tenant to observe or perform any of the covenants,
                  conditions or provisions of this Lease, other than the making
                  of any payment, where such failure shall continue for a period
                  of thirty (30) days after written notice from Landlord.

            4.    (i) The making by Tenant of any general assignment or general
                  arrangement for the benefit of creditors; (ii) the filing by
                  or against Tenant a petition in bankruptcy, including
                  reorganization or arrangement, unless, in the case of a
                  petition filed against Tenant, the same is dismissed within
                  thirty (30) days; (iii) the appointment of a trustee or
                  receiver to take possession of substantially all of Tenant's
                  assets located at Premises or of Tenant's interest in this
                  Lease; (iv) the seizure by any department of any government or
                  any office thereof of the business or property of Tenant; and
                  (v) adjudication that Tenant is bankrupt.

      b.    Notice by Tenant of Default. Tenant shall notify Landlord promptly
            of any default not by its nature necessarily known to Landlord.

      c.    Default by Landlord. Landlord shall not be in default unless
            Landlord fails to perform its obligations within thirty (30) days
            after notice by Tenant specifying wherein Landlord has failed to
            perform; provided that if the nature of Landlord's obligation is
            such that more than thirty (30) days are required for performance,
            Landlord shall not be in default if Landlord commences performance
            within thirty (30) days of Tenant's notice and thereafter completes
            Landlord's performance within a reasonable time.

19.   REMEDIES IN DEFAULT. In the event of any default or breach, Landlord may,
      at any time without waiving or limiting any other right or remedy, reenter
      and take possession of the premises or terminate the Lease, or pursue any
      remedy allowed by law or equity. Tenant agrees to pay Landlord the cost of
      recovering possession of the


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      Premises, the expenses of re-letting, and any other costs of damages
      arising out of Tenant's default, including, without limitation, the costs
      of removing persons and property from the Premises, the costs of preparing
      or altering the Premises for re-letting broker's commissions and legal
      fees. Notwithstanding any reentry or termination, the liability of Tenant
      for the rent provided for herein shall not be extinguished for the balance
      of the term of this Lease, and Tenant covenants and agrees to make good to
      the Landlord any deficiency arising from re-letting the Premises at a
      lesser rent than herein agreed to. Tenant shall pay such deficiency each
      month as the amount thereof is ascertained by the Landlord.

20.   ACCESS. Tenant shall permit Landlord to enter the Premises at reasonable
      times for the purpose of inspecting, altering and repairing the Premises
      and ascertaining compliance with the provisions hereof by any Tenant, but
      nothing herein shall be construed as imposing any obligation on Landlord
      to perform any such work or duties. Landlord may also show the Premises to
      prospective purchasers or tenants at reasonable times, provided that
      Landlord shall not unreasonably interfere with Tenant's business
      operation.

21.   WAIVER OF SUBROGATION. Tenant and Landlord each releases and relieves the
      other and waives its entire right of recovery against the other for loss
      or damage arising out of or incident to the perils covered by fire and
      extended coverage, and liability insurance endorsements approved for use
      in Washington which occur in, on or about the Premises, whether caused by
      the negligence of either party, their agents, employees, or otherwise.
      Each party shall obtain from its insurer(s) provisions permitting waiver
      of any claim against the other party for loss or damage within the scope
      of the above insurance. The release and waiver of recovery contained
      herein shall be limited by, and shall be coextensive with, the waiver
      provisions of the insurance policies procured and maintained by the
      parties pursuant to this Lease. If either Landlord or Tenant is unable to
      obtain its insurer's permission to waiver of any claim against the other
      party, such party shall promptly notify the other party of such inability.

22.   HOLD-OVER TENANCY. If (without execution of a new lease or written
      extension) Tenant shall hold over after the expiration of the term of this
      Lease with Landlord's written consent, Tenant shall be deemed to be
      occupying the Premises as a Tenant from month to month, which tenancy may
      be terminated as provided by law. If Tenant shall hold over after
      expiration of the term of this Lease without Landlord's written consent,
      Tenant's rent payable hereunder shall be increased by seventy five percent
      (75% ) over Tenant's rent required in the last month of the term of this
      lease. During any such tenancy, Tenant agrees to be bound by all of the
      terms, covenants and conditions as specified, insofar as applicable.

23.   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 and governmental rules, regulations or requirements now in
      force or which may hereafter be in force and with the requirements of a
      board of fire insurance underwriters or other similar bodies now or
      hereafter constituted, relating to, or


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<PAGE>
      affecting the conditions, use or occupancy of the premises, excluding
      structural changes not related to or affected by Tenant's improvements or
      acts. The judgment of any court of competent jurisdiction of the admission
      of Tenant in any action against Tenant, whether Landlord be a part thereto
      or not, that Tenant has violated any law, statute, ordinance or
      governmental rule, regulation or requirement, shall be conclusive of the
      fact as between the Landlord and Tenant.

24.   RULES AND REGULATIONS*. Tenant shall faithfully observe and comply with
      the rules and regulations that Landlord shall from time to time
      promulgate. 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. Landlord shall not be responsible to Tenant for the
      nonperformance of any said rules by any other tenants or occupants.

*See Exhibit C.

25.   PARKING. Tenant shall have the right to use, in common with other tenants
      and occupants of the Building, the parking facilities of the Building
      subject to the rules and regulations, and any charges of Landlord for such
      parking facilities which may be established or altered by Landlord at any
      time or from time to time during the term hereof.

26.   MORTGAGES, DEEDS OF TRUST, PURCHASERS (ESTOPPEL STATEMENT). It is
      understood and agreed that Landlord may sell, mortgage, or grant deeds of
      trust with respect to the Premises, the Building or the Property. Tenant
      agrees to execute and return, within fifteen (15) days following
      Landlord's request, such reasonable certificates as may be required by a
      mortgagee or trust deed beneficiary stating that the Lease is in full
      force and effect and the dates to which the rent and charges have been
      paid. If Tenant does not return Estoppel Certificate within this period of
      time, landlord shall send an Estoppel Certificate to Tenant by Certified
      Mail. If Tenant has not responded within Fifteen (15) days after delivery
      by Certified Mail of the Estoppel Certificate to Tenant, it will
      constitute admission that all information presented on the Estoppel
      Certificate is correct. Tenant shall be responsible for all costs incurred
      by Landlord for handling Estoppel Certificates after the initial fifteen
      (15) day period. Upon a foreclosure or conveyance in lieu of foreclosure,
      and a demand by Landlord's successor, Tenant shall attorn to and recognize
      such successor as Landlord under this Lease.

27.   SUBORDINATION. Tenant agrees that this Lease shall be subordinate to the
      lien of any mortgage or deeds of trust now or hereafter placed against the
      Property or Building of which the Premises comprise a part, and to all
      renewals and modifications, supplements, consolidations and extensions
      thereof; provided, however, in the event that any mortgagee or beneficiary
      shall so elect, Landlord reserves the right to subordinate said mortgage
      lien to this Lease upon the terms required by such mortgagee or
      beneficiary. Notwithstanding the above, so long as Tenant is not in
      default herein, this Lease shall remain in full force and effect for the
      full term hereof.



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<PAGE>
28.   TENANT'S PROPERTY. Furnishings, trade fixtures and equipment installed by
      Tenant shall be the property of Tenant. On termination of the Lease,
      Tenant shall remove any such property. Tenant shall repair or reimburse
      Landlord for the cost of repairing any damage to the Premises resulting
      from the installment or removal of such property.

29.   REMOVAL OF PROPERTY. All personal property of Tenant remaining on the
      Premises after reentry or termination of this Lease shall conclusively be
      deemed abandoned and may be removed by Landlord. Landlord may store such
      property in any place selected by Landlord, including but not limited to a
      public warehouse, at the expense and risk of the owner thereof, with the
      right to sell such stored property without notice to Tenant. The proceeds
      of such sale shall be applied first to the cost of such sale, second to
      the payment of the cost of removal and storage, if any, and third to the
      payment of any other sums of money which may then be due from Tenant to
      Landlord under any of the terms hereof, and the balance, if any, to be
      paid to Tenant.

30.   PERSONAL PROPERTY TAXES. Tenant shall pay, or cause to be paid, before
      delinquency, any and all personal property taxes levied or assessed and
      which become payable during the term hereof upon Tenant's leasehold
      improvements, equipment, furniture, fixtures and personal property located
      in the Premises. 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 personal property.

31.   NOTICES. All notices under this Lease shall be in writing and shall be
      effective when mailed by certified mail or delivered to Landlord, c/o THE
      ALLAN JONES CORPORATION, 105 2ND AVE N SEATTLE, WA 98109 or to Tenant at
      the following address, or to such other address as either party may
      designate to the other in writing from time to time: TENANT AT PREMISES

32.   GENERAL PROVISIONS.

      a.    Plats and 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 thereof.

      b.    Waiver. The waiver by either party of any term, covenant or
            consolidation 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 herein contained. The
            subsequent acceptance of rent hereunder by Landlord shall not be
            deemed to be a waiver of any preceding breach by Tenant of any 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 of such preceding breach at the time of
            acceptance of such rent. No covenant, term, or condition of this
            Lease shall be deemed to have been waived by Landlord unless such
            waiver shall be in writing and signed by Landlord's duly authorized
            representatives.

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<PAGE>
      c.    Joint Obligation. If there be more than one Tenant, the obligations
            hereunder imposed upon Tenants shall be joint and several.

      d.    Marginal Headings. The marginal headings and Section titles in the
            Sections of this Lease are not a part of this Lease and shall have
            no effect upon the construction or interpretation of any part
            hereof.

      e.    Time. Time is of the essence of this Lease and each and all of its
            provisions in which performance is a factor.

      f     Recordation. Tenant shall not record this Lease or a short form
            memorandum hereof without the prior written consent of Landlord.

      g.    Late Charges. Tenant 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 would be extremely difficult and impractical to ascertain.
            Such costs include, but are not limited to, processing and
            accounting charges, and late charges which may be imposed on
            Landlord by the terms of any mortgage or trust deed covering the
            Premises; therefore, in the event Tenant should fail to pay any
            installment of rent or any other sum due hereunder within ten (5)
            days after such amount is due Tenant shall pay to Landlord as
            additional rent a late charge equal to 5% of each installment. A
            $50.00 charge will be paid by Tenant to Landlord for each returned
            check. In addition, any sum due and payable to Landlord under the
            terms of this lease which is not paid when due shall bear interest
            at the rate of 18% from the date the same becomes due and payable
            until paid.

      h.    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 respected successors
            in interest. This Lease shall not be effective or binding on any
            party until fully executed by both parties hereto.

      i.    Inability to Perform. This Lease and the obligations of the Tenant
            hereunder shall not be affected or impaired because the Landlord is
            unable to fulfill any of its obligations hereunder or is delayed in
            doing so, if such inability is caused by reason of strike, labor
            trouble, acts of God, or any other cause beyond the reasonable
            control of the Landlord.

      j.    Attorney's Fees. In the event either party requires the services of
            an attorney in connection with enforcing the terms of this Lease, or
            in the event suit is brought for the recovery of any rent due under
            this Lease, or for the breach of any covenant or condition of the
            Lease, or for the restitution of said Premises to Landlord and/or
            eviction of Tenant during said term or after the expiration thereof,

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<PAGE>
            the prevailing party will be entitled to a reasonable sum for
            attorney's fees, witness fees and court costs, including costs of
            appeal.

      k.    In the event of any sale of the Building or Property, or any
            assignment of this Lease by Landlord, 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 or assignment; and the purchaser
            or assignee at such sale or assignment or any subsequent sale or
            assignment of Lease, the Property or Building, shall be deemed,
            without any further agreement between the parties or their
            successors in interest or between the parties and any such purchaser
            or assignee to have assumed and agreed to carry out any and all of
            the covenants and obligations of the Landlord under this Lease.

      l.    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.

      m.    Severability. Any provision of this Lease which shall be found to be
            invalid, void or illegal by a court of competent jurisdiction shall
            in no way affect, impair or invalidate any other provision hereof
            and such other provision shall remain in full force and effect.

      n.    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.

      o.    Choice of Law. This Lease shall be governed by the laws of the State
            in which the premises are located.

      p.    Light, Air and View. Landlord does not guarantee the continued
            present status of light, air, or view over any improvements
            adjoining or in the vicinity of the Building.

      q.    Interpretation. This Lease has been submitted to the scrutiny of all
            parties hereto and their counsel, if desired, and shall be given a
            fair and reasonable interpretation in accordance with the words
            hereof, without consideration or weight being given to its having
            been drafted by any party hereto or its counsel.

      r.    Keys. Upon termination of this Lease, Tenant shall surrender all
            keys to the Premises to Landlord at the place then fixed for payment
            of rent and shall inform Landlord of all combination locks, safes,
            and vaults, if any, in the Premises.

33.   SIGNS. The sign criteria for the Premises is set forth in Exhibit D.

34.   AUTHORITY OF PARTIES.



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<PAGE>
      a.    Corporate Authority. If Tenant is a corporation, each individual
            executing this Lease on behalf of said corporation represents and
            warrants that he 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.

      b.    Limited Partnerships. If the Landlord herein is a limited
            partnership, it is understood and agreed that any claims by Tenant
            on Landlord shall be limited to the assets of the limited
            partnership, and furthermore, Tenant expressly waives any and all
            rights to proceed against the individual partners or the officers,
            directors or shareholders of any corporate partner, except to the
            extent of their interest in said limited partnership.

35.   COMMISSIONS. __________________ shall pay a commission or fee to
      __________ in the amount of __________________. Each party represents that
      it has not had dealings with any other real estate broker or salesman with
      respect to this Lease, and each party shall defend, indemnify and hold
      harmless the other party from all costs and liabilities including
      reasonable attorney's fees resulting from any claims to the contrary.

THIS LEASE IS SUBJECT TO ACCEPTANCE BY LANDLORD.

IN WITNESS WHEREOF, the parties hereto have executed this lease the date and
year above written.

EXECUTED BY LANDLORD, this 24th day of July, 2003.

/s/
-----------------------------------------------------

By David Veblen

Its
    ---------------------------------


EXECUTED BY TENANT, this 10th day of July, 2003.

/s/                                      This lease is personally guaranteed by:
-----------------------------

By David T. Howard                       _______________________________________

Title President & CEO                    _______________________________________




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