Exhibit 10.1

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                                   TWO NEWPORT

                             OFFICE LEASE AGREEMENT

                                                      Landlord: BTC SEATTLE LLC

                                                        Tenant: ITEX CORPORATION

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                                TABLE OF CONTENTS


                                                                           Page

ARTICLE 1.       PREMISES....................................................1
   Section 1.1   Premises Defined............................................1
   Section 1.2   Alterations.................................................1
   Section 1.3   Condition of Premises.......................................2
   Section 1.4   Common Areas................................................2
ARTICLE 2.       BUSINESS PURPOSE AND USE....................................2
   Section 2.1   Permitted Uses..............................................2
   Section 2.2   Prohibited Uses.............................................2
   Section 2.3   Compliance With Laws........................................2
ARTICLE 3.       TERM........................................................3
   Section 3.1   Term........................................................3
   Section 3.2   Possession by Tenant........................................3
ARTICLE 4.       RENT........................................................4
   Section 4.1   Basic Rent..................................................4
   Section 4.2   Operating Expenses..........................................4
   Section 4.3   Rent........................................................7
   Section 4.4   Place of Payment............................................7
ARTICLE 5.       SECURITY DEPOSIT AND PREPAID RENT...........................8
   Section 5.1   Security Deposit............................................8
   Section 5.2   Prepaid Rent................................................8
ARTICLE 6.       TAXES.......................................................8
   Section 6.1   Personal Property Taxes.....................................8
   Section 6.2   Business Taxes..............................................8
ARTICLE 7.       MAINTENANCE, REPAIRS AND ALTERATIONS........................8
   Section 7.1   Landlord's and Tenant's Improvements........................8
   Section 7.2   Services to Be Furnished by Landlord........................8
   Section 7.3   Tenant's Maintenance and Repairs...........................10
   Section 7.4   Tenant's Alterations.......................................10
   Section 7.5   Liens......................................................10
ARTICLE 8.       INSURANCE..................................................11
   Section 8.1   Use; Rate..................................................11
   Section 8.2   Liability Insurance........................................11
   Section 8.3   Worker's Compensation Insurance............................11
   Section 8.4   Casualty Insurance.........................................11
   Section 8.5   Compliance With Regulations................................11
   Section 8.6   Waiver of Subrogation......................................11
   Section 8.7   General Requirements.......................................11
   Section 8.8   Blanket Insurance..........................................12


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ARTICLE 9.       DESTRUCTION AND CONDEMNATION...............................12
   Section 9.1   Total or Partial Destruction...............................12
   Section 9.2   Condemnation...............................................14
   Section 9.3   Sale Under Threat of Condemnation..........................14
ARTICLE 10.      INDEMNITY AND WAIVER.......................................14
   Section 10.1  Indemnity..................................................14
   Section 10.2  Waiver.....................................................14
ARTICLE 11.      DELAYS.....................................................15
   Section 11.1  Delays.....................................................15
ARTICLE 12.      ASSIGNMENT, SUBLEASE AND SUCCESSION........................15
   Section 12.1  Consent Required...........................................15
   Section 12.2  General Conditions.........................................16
   Section 12.3  Succession.................................................16
ARTICLE 13.      SURRENDER OF POSSESSION....................................17
   Section 13.1  Surrender..................................................17
   Section 13.2  Condition at Time of Surrender.............................17
ARTICLE 14.      HOLDING OVER...............................................17
   Section 14.1  Holding Over...............................................17
ARTICLE 15.      ENTRY BY LANDLORD..........................................17
   Section 15.1  Entry by Landlord..........................................17
   Section 15.2  Failure to Surrender.......................................18
ARTICLE 16.      SUBORDINATION..............................................18
   Section 16.1  Lease Subordinate To Mortgages.............................18
   Section 16.2  Estoppel Certificates......................................18
ARTICLE 17.      DEFAULT AND REMEDY.........................................18
   Section 17.1  Events of Tenant's Default.................................18
   Section 17.2  Remedies...................................................19
   Section 17.3  Reletting..................................................19
   Section 17.4  Default of Landlord........................................19
   Section 17.5  Non-Waiver.................................................20
   Section 17.6  Mortgagee Protection.......................................20
ARTICLE 18.      LIMITATION OF LIABILITY....................................20
   Section 18.1  Limitation of Landlord's Liability.........................20
ARTICLE 19.      NOTICES....................................................21
   Section 19.1  Notices....................................................21
ARTICLE 20.      HAZARDOUS SUBSTANCES.......................................21
   Section 20.1  Presence and Use of Hazardous Substances...................21
   Section 20.2  Cleanup Costs, Default and Indemnification.................21
ARTICLE 21.      MISCELLANEOUS..............................................21
   Section 21.1  Headings...................................................21
   Section 21.2  Amendments.................................................21
   Section 21.3  Time of the Essence........................................21
   Section 21.4  Entire Agreement...........................................21
   Section 21.5  Language...................................................21
   Section 21.6  Invalidity.................................................22
   Section 21.7  Late Charges...............................................22


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   Section 21.8  Relocation.................................................22
   Section 21.9  Computation of Time........................................22
   Section 21.10 Applicable Law.............................................22
   Section 21.11 Attorneys' Fees............................................22
   Section 21.12 Termination................................................22
   Section 21.13 Broker's Commission........................................22
   Section 21.14 Signs or Advertising.......................................23
   Section 21.15 Transfer of Landlord's Interest............................23
   Section 21.16 Counterparts...............................................23
   Section 21.17 Quiet Enjoyment............................................23
   Section 21.18 Authority..................................................23
   Section 21.19 Name of Building...........................................23
   Section 21.20 Rules and Regulations......................................23
   Section 21.21 Agency Disclosure..........................................23
   Section 21.22 Lease Summary, Addendum and Exhibits.......................24
   Section 21.23 Survival...................................................24
   Section 21.24 Parking....................................................24



Exhibits:
         A - Tenant Floor Plan
         B - Legal Description
         C - Tenant Improvements and Landlord's and Tenant's Work
         D - Rules and Regulations
         E - Deleted
         F - Estoppel Certificate
         G - Subordination Agreement
         H - Parking Agreement


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                                   TWO NEWPORT
                             OFFICE LEASE AGREEMENT

      THIS OFFICE LEASE AGREEMENT is made as of the 22nd day of December, 2003,
by and between BTC SEATTLE LLC, a Delaware limited liability company
(hereinafter referred to as "Landlord"), and ITEX CORPORATION, a Nevada
corporation (hereinafter referred to as "Tenant").

                                  LEASE SUMMARY

      In the event of any conflict between the terms of this Lease Summary and
the terms of the Lease, the terms of the Lease shall prevail.

Section 1.1 The Building and Project

      (a) Name of Building:                     Two Newport
      (b) Address:                              3625 132nd Avenue S.E.
                                                Bellevue, Washington  98006

      (c) Total Rentable Area of Building:      Approximately 39,775 sq. ft.
      (d) Total Rentable Area of Project:       Approximately 967,448 sq. ft.

      The Premises

      (a) Total Rentable Area:                  Approximately 4,531 sq. ft.
      (b) Total Useable Area:                   Approximately 4,067 sq. ft.
      (c) Floor Location:                       Second (2nd) floor
      (d) Suite Number:                         Suite 200

Section 2.1 Use of Premises and
            Tenant's Trade Name

      (a) Tenant's Trade Name:                  ITEX Corporation
      (b) Use of Premises:                      Office use.

Section 3.1 Lease Term

      (a) Three (3) years
      (b) Target Lease Commencement Date: February 1, 2004
      (c) Renewal Options: None

Section 4.1 Basic Rent (Triple Net)

                                                       Rent Per Rentable
      (a) Month(s)      Monthly Rent Installment       Sq. Ft. Per Year

          1 - 6         $0.00**                        $0.00**
          7 - 18        $4,908.58                      $13.00, NNN
          19 - 30       $5,286.17                      $14.00, NNN
          31 - 36       $5,663.75                      $15.00, NNN

**    Tenant shall not be responsible for paying Operating Expenses during this
      free rent period.


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      (b)   Late Charge: 10%
      (c)   Default Interest Rate: 18%

Section 4.2 Operating Expenses (Triple Net)

      (a)   Tenant's Proportionate Share of Building: Approximately 11.39%

      (b)   Tenant's Proportionate Share of Project: Approximately 0.47%

      (c)   Tenant's  Audit  Deadline:   90  days  from  receipt  of  Landlord's
            statement.

Section 5.1 Security Deposit

      (a)   Initial Security Deposit: $22,368.92 (which represents an amount
            equal to the leasing commission paid to Tenant's broker of
            $13,593.00, plus last months' Basic Rent ($5,663.75) and last
            months' estimated Operating Expenses ($3,130.17).

      (b)   Additional Security Deposit:Within thirty (30) days following
            Landlord's determination of its actual Tenant Improvement costs and
            expenses and Tenant's receipt of an invoice for an additional
            security deposit, Tenant shall make an additional security deposit
            in an amount equal to Landlord's actual Tenant Improvement costs and
            expenses.

      (c)   Partial Refund: Provided that Tenant has not been in default prior
            to the date of the applicable refund, Landlord will refund to Tenant
            one-half (1/2) of the portion of the Security Deposit which consists
            of the leasing commission and Tenant Improvement costs on the 1st
            and 2nd anniversaries of the Commencement Date.

Section 5.2 Prepaid Rent

      (a)   Prepaid Rent:               $8,038.75

      (b)   Month(s) to which the
            Prepaid Rent is applied:    Basic Rent and  Operating  Expenses  for
                                        the  seventh  (7th)  month of the  Lease
                                        Term.

Section 7.2 Services

      (a)   Building Standard Hours:    6:00 a.m.  to 6:00 p.m.  Monday  through
                                        Friday 8:00 a.m. to 1:00 p.m. Saturday


      (b)   Cost for Additional         $7.00  per hour  per zone for HVAC  and,
            Services:                   otherwise,  Landlord's  estimated actual
                                        cost plus an administrative fee.

Section 7.4 Alterations

      (a)   Subject to Landlord's prior written approval.

      (b)   Alteration work is to be performed by Landlord.


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Section 8.2 Liability Insurance Limits

      (a)   $2,000,000 combined single limit and $3,000,000 aggregate.

Section 12: Assignment and Sublease

      (a)   Subject to  Landlord's  prior  written  consent,  which shall not be
            unreasonably withheld.

      (b)   Landlord to receive 50% of sublease  profits  without  deduction  of
            costs.

      (c)   Landlord has right to recapture.

Section 14.1 Holdover Rent

      (a)   150% of last Basic Rent if with  Landlord's  consent  and  statutory
            hold-over rates if without Landlord's consent.

Section 16.2 Estoppel Certificates

      (a)   Tenant to provide within ten (10) days.

Section 19.1 Addresses for Notices

      (a)   Landlord:

            c/o Bentall Capital (U.S.), Inc.
            1420 Fifth Avenue, Suite 400
            Seattle, Washington 98101
            Attn:  Lisa C. Rowe, Vice President/Leasing

            With a copy to:

            c/o Bentall Capital (U.S.), Inc.
            1420 Fifth Avenue, Suite 400
            Seattle, Washington 98101
            Attn:  Gary Carpenter, Executive Vice President


      (b)   Tenant:

            ITEX Corporation
            3625 132nd Avenue S.E., Suite 200
            Bellevue, Washington 98006

Section 21.13 Broker's Commission

      (a)   Landlord's Leasing
            Representative
            (Broker/Salesperson):    Lisa C. Rowe, Bentall Capital (U.S.), Inc.
      (b)   Tenant's Leasing
            Representative
            (Broker/Salesperson):    Jeff Jochums, Colliers International


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Section 21.14 Tenant's Signage Rights

      (a)   Building standard directory signage and suite entry signage.

Section 21.24 Parking

      (a)   Parking Pass Ratio: Four (4) unreserved parking passes for every
            1,000 useable square feet of Premises for Tenant's employees and
            customers on an unreserved basis and at no additional charge to
            Tenant for the three (3) year Term.

Exhibit C Work Letter

      (a)   Tenant Improvement Allowance: Tenant Improvements are "turnkey" up
            to a maximum of $22,655.

      (b)   Tenant Improvements Constructed By: Landlord.


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                                   TWO NEWPORT
                             OFFICE LEASE AGREEMENT

                               ARTICLE 1. PREMISES

      Section 1.1 Premises Defined. Landlord hereby leases to Tenant, and Tenant
hereby  leases from  Landlord,  upon the terms and  conditions  hereinafter  set
forth, those certain premises and improvements  consisting of the floor area and
the location described in the Lease Summary and designated on the plans attached
hereto as Exhibit A (hereinafter  referred to as the  "Premises").  The Premises
are located in the building known as Two Newport (the "Building")  which is part
of that certain real estate development situated in the City of Bellevue, County
of King,  State of Washington  and located upon the real  property  described in
Exhibit B (the "Project").

      As used herein, the terms "Rentable Square Feet" and "Useable Square Feet"
shall be determined in accordance with Landlord's  method of measurement,  which
is based substantially upon the 1996 Building Owner's and Manager's  Association
Standard  Method  for  Measuring  Floor  Area in Office  Buildings,  Publication
ANSI/BOMA Z65.1-1996 ("1996 BOMA"). The exact number of Rentable Square Feet and
Useable Square Feet in the Premises,  Building,  and Project shall be determined
by  the  Landlord.   With  respect  to  the  Building  and  the  Project,   such
determination shall be made by Landlord following  completion of construction of
the Building  and/or the Project,  as applicable.  With respect to the Premises,
such  determination  shall  be made  by  Landlord  upon  the  completion  of the
build-out of the Tenant Improvements in and to the Premises pursuant to the Work
Letter Agreement  attached hereto, if any, and if no Tenant  Improvements are to
be  constructed  or  installed  pursuant to the terms of this  Lease,  then such
determination  shall be made after  occupancy  of the  Premises by Tenant.  With
respect to the Project,  such  determination  shall be made by Landlord upon the
addition or removal of square footage in the Project  (including the addition of
new buildings or the removal of existing  buildings).  Until such determinations
are made,  the number of Rentable  Square Feet and Useable  Square Feet of space
shown in the Lease Summary shall  control.  Landlord  shall notify Tenant of any
adjustment to the Rentable  Square Feet and Useable Square Feet in the Premises,
Building and/or Project (the "Adjustment Notice") upon Landlord's  determination
of the same. In the event such determination  results in a change in the numbers
shown in the Lease  Summary,  then all matters  which are based on such  numbers
including,  without limitation, the Rentable Square Feet and Useable Square Feet
of the Premises, Building or Project, the Basic Rent payable hereunder, Tenant's
Proportionate  Share of the  Building and  Project,  and the Tenant  Improvement
Allowance  described  in the Work Letter (if any,  and if based on the number of
Rentable  Square Feet or Useable Square Feet in the Premises)  shall be adjusted
based on  Landlord's  determination  and such  adjustments  shall be included in
Landlord's  Adjustment  Notice.  If Tenant  objects  to any  adjustment  made by
Landlord,  Tenant shall notify Landlord in writing of such objection within five
(5) business days of Tenant's  receipt of the  Adjustment  Notice and failure by
Tenant to provide such written  objection shall be deemed to be an acceptance by
Tenant of Landlord's Adjustment Notice.

      Section 1.2 Alterations. Tenant acknowledges that Exhibit A sets forth the
floor plan for the floor(s) of the Building on which the Premises is located and
the  location  of the  Premises  therein.  Landlord  may in its sole  discretion
increase,  decrease,  or change the  number,  locations  and  dimensions  of any
hallways,  lobby  areas and other  improvements  shown on Exhibit A that are not
within the Premises.  Landlord  reserves the right from time to time to install,
use, maintain,  repair, relocate and replace pipes, ducts, conduits,  wires, and
appurtenant  meters and  equipment for service to the Premises or to other parts
of the Building which are above the ceiling surfaces,  below the floor surfaces,
within the walls and in the


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central  core areas of the  Building  which are located  within the  Premises or
located elsewhere in the Building.

      Section 1.3 Condition of Premises. The Premises are leased by Landlord and
accepted  by  Tenant  in an "as  is"  condition,  subject  to any  improvements,
alterations  or  modifications  to be made pursuant to Article 7 below,  and the
requirement of Landlord to complete the improvements specified therein.

      Section 1.4 Common Areas.  So long as Tenant  occupies the Premises  under
the  terms  of this  Lease,  Tenant,  its  licensees,  invitees,  customers  and
employees shall have the non-exclusive right to use all entrances,  lobbies, and
other public areas of the Project (the "Common  Areas") in common with Landlord,
other Project tenants, and their respective licensees,  invitees,  customers and
employees; provided, however, with respect to the Project's parking areas, which
include the Building  parking garage (if any) as well as any other parking areas
within the Project (collectively,  the "Parking Areas"),  Tenant shall have only
the rights,  if any,  set forth in Section  21.24 of this Lease.  The use of the
Common  Areas  shall be  subject  to the terms  and  conditions  of this  Lease.
Landlord has the right, in its sole discretion,  from time to time, to: (a) make
changes to the Common Areas, the Building and/or the Project, including, without
limitation,  changes  in the  location,  size,  shape and  number of  driveways,
entrances,  parking spaces, parking areas (including the use of off-site parking
areas as Common Areas for  parking),  ingress,  egress,  direction of driveways,
entrances,  hallways, corridors, lobby areas and walkways; (b) close temporarily
any of the Common  Areas for  maintenance  or  construction  purposes so long as
reasonable access to the Premises remains available; (c) designate areas located
outside of the Project for use as Common  Areas,  add  additional  buildings and
improvements  to the  Project  or  remove  existing  buildings  or  improvements
therefrom;  (d)  use  the  Common  Areas  while  engaged  in  making  additional
improvements,  repairs or alterations to the Project or any portion thereof, and
(e) do and perform any other acts,  alter or expand,  or make any other  changes
in, to or with respect to the Common Areas,  the Building  and/or the Project as
Landlord may, in its sole discretion, deem to be appropriate.

                       ARTICLE 2. BUSINESS PURPOSE AND USE

      Section 2.1 Permitted  Uses.  Tenant shall use the Premises solely for the
purposes  and under the trade name  specified in the Lease  Summary,  and for no
other business or purpose without the prior written consent of the Landlord.

      Section 2.2 Prohibited Uses.  Tenant shall not do or permit anything to be
done in or about the Premises,  nor bring or keep anything  therein,  which will
(a) in any way  increase  the  existing  rate of or affect any policy of fire or
other  insurance  upon  the  Building  or  any  of  its  contents,  or  cause  a
cancellation  of any  insurance  policy  covering any part thereof or any of its
contents;  (b) obstruct or interfere in any way with the rights of other tenants
or occupants of the Building or injure or unreasonably annoy any of them; or (c)
use or allow the Premises to be used for any improper, unlawful or objectionable
purposes.  Tenant  shall not use the Premises as a child care  facility.  Tenant
shall not cause,  maintain or permit any nuisance in, on or about the  Premises,
nor shall Tenant  commit or suffer to be committed any waste in, on or about the
Premises.  Tenant  shall not place upon or install in windows or other  openings
any signs,  symbols,  drapes,  or other  material  without  written  approval of
Landlord.  Tenant  shall not place any object or barrier  within,  or  otherwise
obstruct, any of the Common Areas.

      Section 2.3  Compliance  With Laws.  Tenant shall at all times comply with
all  laws,  ordinances  and  any  regulations  promulgated  by any  governmental
authority having jurisdiction over the Building and/or the Premises.


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                                 ARTICLE 3. TERM

      Section 3.1 Term..  The term of this Lease shall  commence on the first to
occur of the  following  dates  (such  date shall be  referred  to as the "Lease
Commencement Date"):

            3.1.1 The date upon which  Landlord  has  notified  Tenant  that the
Premises are  substantially  complete and the Landlord  tenders  delivery of the
Premises to Tenant as provided in Section 3.2.1 below; or

            3.1.2 The date that Tenant takes possession or beneficial  occupancy
of the Premises;

provided,  that if the first to occur of Section  3.1.1 or Section  3.1.2  above
falls on a day other than the first day of a calendar  month,  Tenant's rent and
other  obligations  pursuant to this Lease for the first month of the Lease Term
(as  defined  below)  shall be  prorated  based upon the number of days from and
including  the first to occur of Section 3.1.1 or Section 3.1.2 above to the end
of such first month.

      The term of this Lease  shall  expire the  number of months  specified  in
Section  3.1 of the Lease  Summary  after the last day of the month in which the
Commencement Date occurs,  the expiration of which shall be the Termination Date
of this Lease,  unless this Lease is sooner terminated as hereinafter  provided.
By way of example, if the Lease term was 12 months and the Commencement Date was
July 15, then the  Termination  Date would be July 31 of the following year. The
period between the Lease  Commencement  Date and the  Termination  Date shall be
referred to as the "Lease Term" or "Term".  The Landlord and Tenant  acknowledge
that certain  obligations under the provisions of this Lease may be binding upon
them prior to the Lease  Commencement  Date,  such as, but not  limited  to, the
provisions  of  Exhibit  C,  and  Landlord  and  Tenant  shall  be bound by such
provisions prior to the Lease Commencement Date.

      Section 3.2 Possession by Tenant.

            3.2.1 Landlord shall deliver to Tenant, and Tenant shall accept from
Landlord, possession of the Premises, upon the date of substantial completion of
the "Tenant Improvements"  described as "Landlord's Work" in Exhibit C. The term
"substantial  completion  " as  used in  this  Lease,  shall  mean  the  date of
substantial  completion  of the  Landlord's  Work as specified in Exhibit C such
that Tenant may commence  installation  of Tenant's  furniture,  equipment,  and
trade  fixtures  ("Fit Up Work").  Certification  by Landlord's  architect  (the
"Project  Architect") as to the substantial  completion of Landlord's Work shall
be conclusive and binding upon Landlord and Tenant.  Tenant shall have the right
to  commence  Tenant's  Fit Up  Work  upon  the  substantial  completion  of the
Landlord's Work;  provided,  however,  upon no less than three (3) business days
prior  written  notice to  Landlord,  and  provided  such  early  entry will not
interfere with Landlord's  completion of Landlord's Work,  Landlord shall permit
Tenant to enter the Premises prior to the Commencement Date in order that Tenant
may do Tenant's Fit Up Work.  Any such entry into and occupation of the Premises
by Tenant  shall be deemed to be under all of the terms,  covenants,  conditions
and  provisions of the Lease except as to the covenant to pay Rent, and Landlord
shall not be liable in any way for any injury, loss or damage to any Fit Up Work
prior to the Commencement Date. Tenant shall be solely responsible for obtaining
all permits,  if any,  required for Tenant's Fit Up Work and for complying  will
all  applicable  City codes and  inspection  requirements  related to the Fit Up
Work.


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            3.2.2 If  Landlord  cannot  deliver  possession  of the  Premises to
Tenant by the Target Lease Commencement Date, as specified in the Lease Summary,
then 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  until the Landlord  delivers  possession  of the  substantially
completed  Premises to Tenant  (excepting to the extent any such delay is caused
by Tenant or anyone acting through or on behalf of Tenant).

                              ARTICLE 4. RENTRENT

      Section 4.1 Basic Rent. Tenant shall pay to Landlord as minimum rental for
the use and occupancy of the Premises the "Basic Rent" as specified in the Lease
Summary.  Basic Rent shall be payable in Monthly Rent Installments of the amount
specified in the Lease Summary,  on or before the first day of each month of the
Lease Term beginning on the Lease  Commencement  Date. If the Lease Commencement
Date is a date other than the first day of a calendar  month,  then annual Basic
Rent increases,  if any, set forth in the Lease Summary shall take effect on the
anniversary of the first day of the calendar month  following the month in which
the Lease  Commencement  Date  occurs.  Basic Rent for any partial year shall be
prorated  based upon the actual number of months left in such partial year.  The
Monthly Rent  Installment for any partial month shall be prorated based upon the
actual number of days in that partial month.

      Section 4.2 Operating Expenses.

            4.2.1 This is a net Lease.  In addition to Basic Rent,  Tenant shall
pay, in monthly  installments  and as "Additional  Rent", an amount equal to the
"Tenant's  Proportionate  Share"  (as  hereinafter  defined)  of  actual  "Total
Operating Expenses" (as hereinafter defined) for the Building and Project.

            4.2.2 "Tenant's  Proportionate  Share" shall be computed by dividing
the  Total  Rentable  Area of the  Premises  by the Total  Rentable  Area of the
Building and Total Rentable Area of the Project,  as applicable  with respect to
any particular  Operating Expense.  Tenant's  Proportionate Share upon the Lease
Commencement  Date for the Premises is as specified in the Lease  Summary and is
subject to adjustment in accordance with Section 1.1.

            4.2.3  "Rentable  Area  of  the  Building,"  "Rentable  Area  of the
Project" and "Rentable Area of the Premises" are defined as those areas obtained
by measuring the Building, Project and Premises using the 1996 BOMA Standard and
as may be adjusted  from time to time in accordance  with Section 1.1.  Tenant's
Proportionate  Share shall be calculated  based upon the Total  Rentable Area of
the Building with respect to Operating  Expenses the benefit of which are shared
only with tenants of the Building and based upon the Total  Rentable Area of the
Project with  respect to  Operating  Expenses the benefit of which are shared by
the tenants of the Project.

            4.2.4 Landlord shall provide Tenant with a written estimate of Total
Operating  Expenses for the  succeeding  year or partial year within thirty (30)
days  after  the  Commencement  Date or the  start  of each  calendar  year,  as
applicable, during the Lease Term. Tenant shall then pay to Landlord, monthly in
advance,  one-twelfth  (1/12) of Tenant's  Proportionate  Share of the estimated
Total  Operating  Expenses for the said calendar  year. In the event any item of
actual Operating  Expenses,  including without limitation those items identified
in  subparagraph  4.2.6 below,  increases  five percent (5%) or more in price or
cost over any  twelve  (12)  month  period,  Landlord  shall  have the option to
increase the  estimated  payments of Tenant's  Proportionate  Share of Operating
Expenses upon thirty (30) days' written notice from Landlord to Tenant.


                                       4
<PAGE>

            4.2.5  Within one hundred  twenty  (120) days after the end of every
calendar  year during the Lease Term,  Landlord  shall provide the Tenant with a
written statement of the actual Total Operating Expenses for that calendar year.
If the actual Total Operating  Expenses should exceed the estimated  amount with
respect to such  calendar  year,  then Tenant shall pay Landlord the  additional
amount  due to the  Landlord  within  thirty  (30)  days and,  if  actual  Total
Operating  Expenses should be less than the estimated  Total Operating  Expenses
for that calendar year,  then Landlord shall credit,  against future  Additional
Rent due under this Article, the amount of any overpayment by Tenant.

            4.2.6  "Operating  Expenses"  as used  herein  shall mean all costs,
expenses  and  other  charges  incurred  by  Landlord  in  connection  with  the
ownership,  operation,  repair and  maintenance  of the Project and the Building
(including the Premises) in a manner  consistent  with similar  office  building
complexes  on the I-90  corridor  of  Bellevue,  Washington,  including  but not
limited to:

                  4.2.6.1 Wages,  salaries and fringe  benefits of all employees
and  contractors  engaged in the  management,  operation and  maintenance of the
Project and/or the Building;  employer's  Social  Security  taxes,  unemployment
taxes or insurance,  and any other taxes which may be levied against Landlord on
those  wages  and  salaries;   and  the  cost  to  Landlord  of  disability  and
hospitalization   insurance  and  pension  or  retirement   benefits  for  these
employees;

                  4.2.6.2 All supplies and  materials  used in the operation and
maintenance of the Project and/or the Building;

                  4.2.6.3  Cost  of  water  and  power,  and  cost  of  heating,
lighting,  air conditioning  and ventilating the Building,  the Common Areas and
the Premises,  which costs shall be based on either Tenant's Proportionate Share
or separately allocated to the Premises, at Landlord's option, based upon either
direct usage,  which may or may not be  separately  metered,  or an  appropriate
allocation among all tenants consuming those services as measured from the meter
monitoring this usage;

                  4.2.6.4 The electrical  costs incurred in the operation of the
mechanical equipment and systems for the Building,  which shall be allocated pro
rata among the Building tenants;

                  4.2.6.5 Cost of maintenance,  depreciation  and replacement of
machinery,  tools and  equipment  (if owned by Landlord) and for rental paid for
such  machinery,  tools and equipment  (if rented) used in  connection  with the
operation or maintenance of the Building;

                  4.2.6.6  All   premiums   and   deductibles   on  policies  of
compensation,  public liability,  property damage,  automobile,  garage keepers,
rental loss and any other  policies of  insurance  maintained  by Landlord  with
respect to the Project,  Building or any  insurable  interest  therein.  Cost of
casualty and liability insurance  applicable to the Project and/or the Building,
the improvements  therein,  and Landlord's  personal property used in connection
therewith;

                  4.2.6.7  Cost of  janitorial  services,  repairs  and  general
maintenance;

                  4.2.6.8 Any capital  improvements  made or installed (a) to be
in compliance with any applicable government statutes,  ordinances,  regulations
or other  requirements,  and (b) for  purposes  of  saving  labor  or  otherwise
reducing  applicable  operating  costs  amortized  over the useful  life of such
improvements,  as determined by Landlord in accordance  with generally  accepted
accounting  principles and practices in effect at the time of acquisition of the
capital item;


                                       5
<PAGE>

                  4.2.6.9 Costs in connection with maintaining and operating any
parking areas (including  parking  garages) or other common  facilities (such as
the fitness center and conference  facilities)  owned by the Landlord for use by
tenants of the Building and/or Project;

                  4.2.6.10 All taxes and  assessments and  governmental  charges
whether federal,  state, county or municipal and any other taxes and assessments
attributable  to the Project  and/or the  Building or its  operation,  including
without  limitation  real property  taxes and  assessments  and any tax or other
levy,  however  denominated,  on or  measured  by the  rental  collected  by the
Landlord with respect to the Building,  or on Landlord's business of leasing the
Building, but excluding federal and state taxes on income;

                  4.2.6.11 The cost of maintaining any transportation management
program,  public  transit  system,  vanpool,  or  other  public  or  semi-public
transportation imposed upon Landlord's ownership and operation of the Building;

                  4.2.6.12 Cost of all  accounting and other  professional  fees
incurred in connection with the operation of the Project and/or the Building;

                  4.2.6.13 A management fee, not to exceed current market rates,
which may be payable to the Landlord;

                  4.2.6.14 Cost of replacing lamps, bulbs, starters and ballasts
used in the Building,  other than specialty  lighting or  non-building  standard
lighting, which cost may be billed directly to a tenant.

                  4.2.6.15 The fair market rental value  (having  regard to rent
being charged for similar space including  Additional Rent as defined herein) of
premises used by the Landlord or its property  manager,  acting  reasonably,  in
respect of the operation, maintenance, administration or management of the Land,
Premises and the Building.

      Operating  Expenses  shall not include  expenses for which the Landlord is
reimbursed  or  indemnified  (either  by  an  insurer,   condemnor,   tenant  or
otherwise);  expenses  incurred  in leasing  or  procuring  tenants  (including,
without  limitation,   lease  commissions,   legal  expenses,  and  expenses  of
renovating  space for  tenants);  legal  expenses  arising out of disputes  with
tenants  or the  enforcement  of the  provisions  of any  lease  of space in the
Building;  interest or amortization  payments on any mortgage or mortgages,  and
rental  under any ground or  underlying  lease or  leases;  costs of any work or
service performed for or facilities  furnished to a tenant at the tenant's cost;
the cost of  correcting  latent  defects in the  construction  of the  Building,
except those conditions (not occasioned by construction  defects) resulting from
wear and tear shall not be deemed defects; and costs of capital improvements and
depreciation  and  amortization  (except  as  provided  in  Section  4.2.6.8  or
otherwise above).  Landlord and Tenant shall each from time to time upon request
of the other sign a written  memorandum  confirming the amount of the Additional
Rent as adjusted from time to time hereunder.

      4.2.7 Tenant shall have the right,  upon fulfillment of the conditions set
forth  below,  to  conduct  one (1) audit of the  Landlord's  books and  records
covering the  Operating  Expenses for a particular  calendar  year to verify the
accuracy of the Landlord's  determination of the Tenant's Proportionate Share of
such Operating  Expenses.  The conditions  which must be met before Tenant shall
have the right to audit the books and records of a particular  calendar year are
as follows:


                                       6
<PAGE>

                  4.2.7.1 Tenant must provide Landlord not less than thirty (30)
days' prior  written  notice of the  Tenant's  election to audit (the  "Tenant's
Notice of  Audit"),  together  with the  information  concerning  the auditor as
outlined  in  subsection  4.2.7.4  below,  which  Tenant's  Notice  of Audit and
information must be delivered to Landlord within thirty (30) days after Tenant's
receipt  of  the  Landlord's  statement  of  actual  Operating  Expenses  for  a
particular calendar year.

                  4.2.7.2  Tenant's  audit must be  undertaken  and completed by
Tenant or its agents at reasonable times during Landlord's normal business hours
at the place where the Landlord's records are kept. Said audit must be completed
within  ninety  (90) days of Tenant's  receipt of the  Landlord's  statement  of
Operating Expenses for a particular calendar year.

                  4.2.7.3  Tenant  shall not be  entitled to conduct an audit if
Tenant is in  default  under this Lease at the time  Tenant  gives its  Tenant's
Notice of Audit or at the time the Tenant or its agent undertakes the audit.

                  4.2.7.4 At the time the Tenant delivers its Tenant's Notice of
Audit to Landlord,  the Tenant shall also provide evidence reasonably acceptable
to the Landlord that the audit will be a "fair and true audit." For the purposes
hereof, the term "fair and true audit" shall mean that the review of the subject
books and records shall be undertaken and completed by the Tenant,  its officers
or employees, or by an independent accounting firm being paid on an hourly basis
and that in no event will the party auditing the books (or that party's employer
or principal)  directly or  indirectly  base the  compensation  or fees for such
audit work upon a percentage  of the savings  found or the return due the Tenant
by reason of that audit.

                  4.2.7.5 The Tenant's rights to audit the Landlord's  books and
records  shall be  strictly  limited to the right set forth above and the Tenant
shall  have no right to audit any of the  Landlord's  books or  records  for any
calendar year before or after the Lease Term or for any calendar year other than
the  immediately  preceding  calendar  year as set  forth  above.  All costs and
expenses of the audit shall be borne solely by the Tenant.

                  4.2.7.6  A true  and  correct  copy  of  the  audit  shall  be
delivered to the Landlord  within  fifteen (15) days of the  completion  of such
audit if Tenant requests a credit for overpayment. Any overpayment shown by such
audit shall be subject to the  Landlord's  prompt  verification  and,  upon such
verification,  shall be  given  to the  Tenant  as a  credit  against  Operating
Expenses next falling due or, if after the expiration of the Term, shall be paid
directly to Tenant.

      Section  4.3 Rent.  The terms  "Rent" and  "Rental"  as used in this Lease
shall mean all amounts to be paid  hereunder  by Tenant  whether  those sums are
designated as Basic Rent or Additional Rent and as adjusted by the terms of this
Lease.  Failure by Tenant to pay any sum of Rent due under this  Article 4 shall
entitle  Landlord to pursue any or all remedies  specified in this Lease as well
as remedies specified in RCW Chapter 59.12 or otherwise allowed by law.

      Section 4.4 Place of Payment. All Rent shall be paid to the Landlord on or
before the first day of each  calendar  month at the address to which notices to
Landlord  are to be given.  All Rental  payments to be made  hereunder,  whether
Basic Rent, or Additional Rent or otherwise,  are to be made without  deduction,
setoff, prior notice or demand by Landlord.


                                       7
<PAGE>

 ARTICLE 5. SECURITY DEPOSIT AND PREPAID RENTSECURITY DEPOSIT AND PREPAID RENT

      Section 5.1 Security Deposit. Contemporaneously with Tenant's execution of
this  Lease,  Tenant  shall pay to  Landlord  the sum set  forth as the  initial
Security  Deposit in the Lease  Summary as  security  for the full and  faithful
performance of every  provision of this Lease to be performed by Tenant.  Within
thirty  (30)  days  following  Landlord's  determination  of its  actual  Tenant
Improvement  costs and  expenses  and  Tenant's  receipt  of an  invoice  for an
additional security deposit, Tenant shall make an additional Security Deposit in
an amount equal to Landlord's actual Tenant  Improvement costs and expenses.  If
Tenant  defaults with respect to any provision of this Lease,  including but not
limited to the provisions  relating to the payment of Rent, the repair of damage
to the Premises caused by Tenant and/or  cleaning the Premises upon  termination
of this  Lease,  Landlord  may  use,  apply  or  retain  all or any part of this
Security  Deposit for the  payment of any Rent or any other sum in default,  the
repair of such damage to the  Premises,  the cost of cleaning or for the payment
of any other  amount which  Landlord  may spend or become  obligated to spend by
reason of  Tenant's  default  or to  compensate  Landlord  for any other loss or
damage  which  Landlord  may  suffer by reason of  Tenant's  default to the full
extent  permitted by law. If any portion of said Security  Deposit is so used or
applied,  Tenant  shall,  within ten (10) days after  written  demand  therefor,
deposit  cash with  Landlord in an amount  sufficient  to restore  the  Security
Deposit to its original amount and Tenant's failure to do so shall be a material
breach of this Lease.  Landlord shall not be required to keep Tenant's  Security
Deposit  separate  from its general  funds,  and Tenant shall not be entitled to
interest on the Security  Deposit.  Provided that Tenant has not been in default
prior to the date of the  applicable  refund,  Landlord  will  refund  to Tenant
one-half  (1/2) of the portion of the  Security  Deposit  which  consists of the
leasing commission and Tenant Improvement costs on the 1st and 2nd anniversaries
of the  Commencement  Date. If Tenant shall fully and  faithfully  perform every
provision  of this  Lease to be  performed  by it, the  Security  Deposit or any
balance  thereof shall be returned to Tenant (or, at Landlord's  option,  to the
last  assignee of Tenant's  interest  hereunder)  within ten (10) days after the
expiration of the Lease Term.

      Section 5.2 Prepaid Rent.  Contemporaneously  with  Tenant's  execution of
this Lease,  Tenant  shall pay to Landlord  the sum set forth as Prepaid Rent in
the Lease  Summary to be  applied  to Basic  Rent for the month  during the Term
hereof as specified in the Lease Summary. In the event Tenant defaults under the
terms of this Lease  prior to the  application  of the Prepaid  Rent,  such sums
shall be held as a Security Deposit to be disposed of in accordance with Section
5.1 above.

                             ARTICLE 6. TAXESTAXES

      Section 6.1 Personal Property Taxes.  Tenant shall pay before  delinquency
all  license  fees,  public  charges,  property  taxes  and  assessments  on the
furniture,  fixtures, equipment and other property of or being used by Tenant at
any time situated on or installed in the Premises.

      Section 6.2 Business Taxes.  Tenant shall pay before delinquency all taxes
and assessments or license fees levied, assessed or imposed by law or ordinance,
by reason of the use of the Premises for the specific purposes set forth in this
Lease.

                 ARTICLE 7. MAINTENANCE, REPAIRS AND ALTERATIONS

      Section 7.1  Landlord's  and  Tenant's  Improvements.  Landlord and Tenant
shall,  each at its own expense,  complete and install in a good and workmanlike
manner within the Premises those items  specified as the  "Landlord's  Work" and
"Tenant's Work", respectively, on Exhibit C attached hereto.

      Section 7.2 Services to Be Furnished by Landlord.  Provided  Tenant is not
in  default  under  any  of  the  provisions  of  this  Lease,  and  subject  to
reimbursement pursuant to Section 4.2 above, Landlord


                                       8
<PAGE>

shall provide the following  services  during standard hours of operation of the
Building. These standard hours of operation are 6 a.m. to 6 p.m., Monday through
Friday, and 8 a.m. to 1 p.m., on Saturdays.

            7.2.1 Public  utilities shall be caused to furnish the Premises with
electricity  and water utilized in operating any and all facilities  serving the
Premises;

            7.2.2 Hot and cold  water at those  points of  supply  provided  for
general use of other tenants in the Building,  central heat and air conditioning
in season, at such times as Landlord normally  furnishes these services to other
tenants in the Building and at temperatures  and in amounts as are considered by
Landlord to be standard,  but this service at times during the weekdays at other
than  standard  hours of  operation  for the  Project,  on Saturday  afternoons,
Sundays and holidays shall be furnished  only upon request of Tenant,  who shall
bear the entire costs thereof;

            7.2.3 Routine  maintenance,  painting and electric  lighting service
for all Common Areas and special service areas of the Building in the manner and
to the  extent  deemed  by  Landlord  to be  standard  and  consistent  with the
operation and  maintenance of the Building as a first-class  office  building in
downtown Bellevue;

            7.2.4  Janitorial  service on a five (5) day week  basis,  excluding
Fridays, Saturdays, and legal holidays;

            7.2.5  Electrical   facilities  to  provide   sufficient  power  for
typewriters,  personal  computers and other small office machines of similar low
electrical  consumption,  but not including  electricity required for electronic
data processing equipment,  special lighting in excess of building standard, and
any other item of  electrical  equipment  which  (itself)  consumes more than .5
kilowatts per hour at rated  capacity or requires a voltage other than 120 volts
single  phase per square  foot.  If any  electrical  equipment  installed in the
Premises requires air conditioning  capacity above that provided by the building
standard  system,   then  the  additional  air  conditioning   installation  and
corresponding operating costs will be the separate obligation of the Tenant; and

            7.2.6 Tenant acknowledges and agrees that, while Landlord may in its
sole and absolute discretion engage security personnel to patrol the Building or
the Project, Landlord is not providing any security services with respect to the
Premises and that Landlord  shall not be liable to Tenant for, and Tenant waives
any claim  against  Landlord  with  respect  to,  any loss by theft or any other
damage suffered or incurred by Tenant in connection with any unauthorized  entry
into the Premises or any other breach of security  with respect to the Premises,
the Building or the Project.  Tenant  hereby agrees to the exercise by Landlord,
within its reasonable discretion,  of such security measures as, but not limited
to, the  evacuation  of the  Premises,  the  Building  or the Project for cause,
suspected cause or for drill purposes, the denial of any access to the Premises,
the Building or the Project and other  similarly  related  actions that it deems
necessary  to  prevent  any  threat of  property  damage or bodily  injury.  The
exercise of such security measures by Landlord,  and the resulting  interruption
of service and cessation of Tenant's  business,  if any,  shall not be deemed an
eviction or disturbance  of Tenant's use and possession of the Premises,  or any
part thereof,  or render Landlord liable to Tenant for any resulting  damages or
relieve Tenant from Tenant's obligations under this Lease.

In the event  Tenant  desires any of the  aforementioned  services in amounts in
excess of those deemed by Landlord to be  "standard"  and in the event  Landlord
elects to provide  these  additional  services,  Tenant  shall pay  Landlord  as
Additional  Rent  hereunder  the cost of providing  these  additional  services.
Failure by Landlord to any extent to furnish any of the above  services,  or any
cessation thereof,  resulting from causes beyond the control of Landlord,  shall
not render  Landlord  liable in any  respect  for  damages  to either  person or
property, nor shall that event be construed as an eviction of Tenant, nor result
in an


                                       9
<PAGE>

abatement of Rent, nor relieve Tenant from any of Tenant's obligations hereunder
(including,  but not  limited  to,  the  payment  of  Rent).  Should  any of the
equipment or machinery  utilized in supplying the services listed herein for any
cause cease to function  properly,  Landlord shall use  reasonable  diligence to
repair that equipment or machinery  promptly,  but Tenant shall have no right to
terminate  this Lease,  and shall have no claim for a  reduction,  abatement  or
rebate of Rent or damages on account of any  interruption in service  occasioned
thereby or resulting therefrom.

      Section 7.3 Tenant's Maintenance and Repairs. Tenant shall be obligated to
maintain  and to  make  all  repairs,  replacements  or  additions  of any  kind
whatsoever to all personal property located within the Premises and to all trade
fixtures,  furnishings and carpet located within the Premises. Tenant also shall
be  responsible  for  maintaining  and  replacing all  specialty  lamps,  bulbs,
starters and ballasts,  and for all  non-structural  repairs,  maintenance,  and
replacements  related to the decks  attached  to the  Premises  and which  serve
exclusively  the  Premises.  If a  cooling  system  is  installed  which  serves
exclusively  the  Premises  or  any  portion  thereof,   such  system  shall  be
maintained, repaired and replaced by Tenant at Tenant's expense and Tenant shall
contract with a contractor  approved by Landlord for the annual  maintenance  of
such system and provide proof of such  maintenance  to Landlord upon  Landlord's
request.

      Section 7.4 Tenant's  Alterations.  Subject to  Landlord's  prior  written
approval,   Tenant  may  make,  at  its  expense,   additional  improvements  or
alterations   to  the  Premises   which  it  may  deem  necessary  or  desirable
("Alterations").  Landlord's  approval  to any  Alterations  may be  withheld in
Landlord's sole  discretion if such  Alterations  require any other  alteration,
addition,  or improvement  to be performed or made to any structural  portion of
the Building,  any of the Building systems, or any portion of the Building other
than the Premises,  or if such Alterations do not conform to Landlord's Building
Standard  Specifications.  Any  Alterations  by Tenant shall be done at Tenant's
sole cost and expense and in compliance  with all applicable  laws,  rules,  and
regulations (including,  without limitation, the Americans with Disabilities Act
of 1990 (the "ADA") and Landlord's  construction  rules and  regulations) and in
conformity with plans and  specifications  approved by Landlord.  Landlord shall
have the right,  in  Landlord's  sole  discretion,  to  contract  directly  with
Landlord's  contractor  for the  installation  of the  Alterations.  If Landlord
contracts  directly for the  installation of the  Alterations,  (1) Tenant shall
reimburse Landlord for the costs of installation, as Additional Rent, within ten
(10) days of Tenant's receipt of an invoice for such costs and/or, at Landlord's
election,  Tenant  shall  deposit with  Landlord  prior to the  commencement  of
installation   of  the  Alterations  up  to  150%  of  the  estimated  costs  of
installation,  which Landlord  shall apply toward such costs upon  completion of
the Alterations, and (2) Tenant shall pay Landlord a construction management fee
equal to four  percent (4%) of the total cost of designing  and  installing  the
Alterations,  inclusive of taxes,  permit fees,  design fees,  and  construction
fees. If Landlord does not elect to contract  directly for the  installation  of
the Alterations,  such Alterations  shall be performed by a licensed  contractor
approved by Landlord;  provided, however, Landlord's consent to any Alterations,
or Landlord's  approval of plans and  specifications  for such Alterations shall
create  no  responsibility  or  liability  on the  part of  Landlord  for  their
completeness,  design  sufficiency,  or  compliance  with all laws,  rules,  and
regulations (including,  without limitation, the ADA). If requested by Landlord,
Tenant shall post a bond or other security  satisfactory  to Landlord to protect
Landlord  against  liens  arising  from  work  performed  for  Tenant.  All work
performed  shall  be done in a  workmanlike  manner  and with  materials  of the
quality and appearance as exist  throughout  the Building.  Landlord may require
Tenant to remove and restore any Alterations on the termination of this Lease in
accordance  with Section 13.2 below.  Within thirty (30) calendar days following
the  completion  of any  Alterations,  Tenant  shall  cause to be  prepared  and
delivered to Landlord, at Tenant's expense,  updated "as-built" drawings showing
the Premises with the new Alterations.

      Section 7.5 Liens.  Tenant shall keep the  Premises and the Building  free
from  any  liens  arising  out of any work  performed,  material  furnished,  or
obligations  incurred by Tenant.  If Tenant disputes the correctness or validity
of any claim of lien, Tenant shall, within ten (10) days after written


                                       10
<PAGE>

request by Landlord, post or provide security in a form and amount acceptable to
Landlord to insure that title to the Project remains free from the lien claimed.

                         ARTICLE 8. INSURANCEINSURANCE

      Section  8.1 Use;  Rate.  Tenant  shall  not do  anything  in or about the
Premises which will in any way tend to increase insurance rates paid by Landlord
on policies of liability or casualty  insurance  maintained  with respect to the
Building and/or Project.  In no event shall Tenant carry on any activities which
would invalidate any insurance coverage maintained by Landlord.

      Section 8.2  Liability  Insurance.  Tenant shall during the Lease Term, at
its sole  expense,  maintain in full force a policy or  policies  of  commercial
general liability insurance issued by one or more insurance  carriers,  insuring
against  liability  for injury to or death of  persons  and loss of or damage to
property  occurring  in or on the  Premises  and any  portion of the Common Area
which is subject to Tenant's exclusive control.  Said liability  insurance shall
be in an  amount  not less than Two  Million  Dollars  ($2,000,000.00)  combined
single limit for bodily and personal  injury and property  damage per occurrence
and not less than Three Million Dollars ($3,000,000.00) in the aggregate.

      Section 8.3  Worker's  Compensation  Insurance.  Tenant shall at all times
maintain Worker's Compensation Insurance in compliance with Washington law.

      Section 8.4 Casualty Insurance. Tenant shall pay for and shall maintain in
full force and effect  during the Term of this Lease a standard  form  policy or
policies of property and all-risk coverage with an extended coverage endorsement
covering  all  interior  glass,  whether  plate or  otherwise,  trade  fixtures,
equipment,  and other  personal  property  located in the  Premises  and used by
Tenant in connection with its business.

      Section 8.5 Compliance With Regulations. Tenant shall, at its own expense,
comply with all requirements,  including installation of fire extinguishers,  or
automatic dry chemical extinguishing systems, required by insurance underwriters
or any governmental authority having jurisdiction  thereover,  necessary for the
maintenance of reasonable  fire and extended  insurance for the Premises  and/or
Building.

      Section 8.6 Waiver of  Subrogation.  Any property  and  all-risk  coverage
insurance  carried by  Landlord  or Tenant  insuring,  in whole or in part,  the
Building and/or the Premises, including improvements, alterations and changes in
and to the Premises made by either of them, and Tenant's trade fixtures  therein
shall be  written  in such a  manner  as to  permit  the  waiver  of  rights  of
subrogation  prior to loss by either party against the other in connection  with
loss or  damage  covered  by the  policies  involved.  So long as the  policy or
policies can be so written and maintained in effect, neither Landlord nor Tenant
shall be liable to the other for any such loss or damage.  Either  party  shall,
upon  request by the other  party,  furnish  such other  party  evidence  of its
compliance with this Section 8.6.

      Section 8.7 General Requirements.

            8.7.1 All policies of insurance  required to be carried hereunder by
Tenant shall be written by companies  licensed to do business in Washington  and
which have A.M. Best rating of not less than A:XIII or better in the "Best's Key
Rating Guide". Tenant shall, when requested by Landlord, furnish Landlord with a
certificate evidencing insurance required to be maintained by Tenant pursuant to
this Article 8 and shall satisfy Landlord that each such policy is in full force
and effect.

            8.7.2 The  commercial  general  liability  insurance  required to be
carried under Section 8.2 above shall be primary and  non-contributing  with the
insurance carried by Landlord.


                                       11
<PAGE>

            8.7.3  Each  policy  required  under  Sections  8.2  and  8.4  shall
expressly  include,  severally and not  collectively,  as named or  additionally
named insured thereunder,  the Landlord,  Landlord's  property manager,  and any
person or firm  designated  by the  Landlord  and having an  insurable  interest
thereunder,   hereinafter  called  "Additional  Insured,"  as  their  respective
interests may appear.

            8.7.4 All  insurance  policies  maintained  by  Tenant  shall not be
subject to cancellation in coverage except upon at least thirty (30) days' prior
written  notice to Landlord.  The policies of insurance or duly executed  Accord
Form 27, Evidence of Property Insurance Forms evidencing such policies, together
with  satisfactory  evidence  of the  payment  of  premiums  thereon,  shall  be
deposited with Landlord on the Lease  Commencement Date and not less than thirty
(30) days prior to the expiration of the term of such coverage.

            8.7.5 If the  Tenant  fails to procure  and  maintain  insurance  as
required by this Article 8, the Landlord may obtain such  insurance  and keep it
in effect,  and the Tenant shall pay to Landlord the premium cost thereof,  upon
demand and as Additional  Rent,  with interest as provided in Section 21.7 below
from the date of payment by the Landlord to the date of repayment by the Tenant.

            8.7.6 The limits of any insurance  maintained by Tenant  pursuant to
this Article 8 shall in no way limit the liability of Tenant under this Lease.

            8.7.7 All policies required in Sections 8.2, 8.3, and 8.4 shall have
A.M.  Best rating of not less than A:XIII and written with an insurance  company
licensed to do business in the State of Washington.

      Section  8.8  Blanket  Insurance.  The Tenant may  fulfill  its  insurance
obligations hereunder by maintaining a so-called "blanket" policy or policies of
insurance in a form that provides by specific endorsement coverage not less than
that  which is  required  hereunder  for the  particular  property  or  interest
referred  to herein;  provided,  however,  that the  coverage  required  by this
Article 8 will not be reduced  or  diminished  by reason of use of such  blanket
policy of insurance.

       ARTICLE 9. DESTRUCTION AND CONDEMNATIONDESTRUCTION AND CONDEMNATION

      Section 9.1 Total or Partial Destruction.

            9.1.1 In the event the  Building  and/or the  Premises is damaged by
fire or other perils covered by Landlord's insurance, Landlord shall:

                  9.1.1.1  In the  event of  total  destruction,  at  Landlord's
option,   as  soon  as  reasonably   possible   thereafter,   commence   repair,
reconstruction and restoration of the Building and/or the Premises and prosecute
the same  diligently  to  completion,  in which event this Lease shall remain in
full force and effect;  or within  sixty (60) days after the  discovery  of such
damage,  elect not to so repair,  reconstruct or restore the Building and/or the
Premises,  in which event this Lease shall terminate.  In either event, Landlord
shall give Tenant  written  notice of its  intention  within said sixty (60) day
period.  In the event  Landlord  elects not to restore the building,  and/or the
Premises,  this Lease shall be deemed to have  terminated  as of the date of the
discovery of such total destruction.

                  9.1.1.2 In the event of partial  destruction  of the  Building
and/or the Premises, to an extent not exceeding twenty-five percent (25%) of the
full  insurable  value  thereof,  and if the  damage  thereto  is such  that the
Building and/or the Premises may be repaired, reconstructed or restored within a
period of ninety (90) days from the date of the discovery of such casualty,  and
if


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<PAGE>

Landlord will receive  insurance  proceeds  sufficient to cover the cost of such
repairs,  then Landlord shall commence and proceed  diligently  with the work of
repair,  reconstruction  and  restoration  and this Lease shall continue in full
force and effect. If such work of repair,  reconstruction  and restoration shall
require a period  longer than ninety  (90) days or exceeds  twenty-five  percent
(25%) of the full insurable  value thereof,  or if said insurance  proceeds will
not be sufficient to cover the cost of such  repairs,  then Landlord  either may
elect to so repair,  reconstruct or restore and the Lease shall continue in full
force and effect or Landlord may elect not to repair, reconstruct or restore and
the Lease shall then  terminate.  Under any of the  conditions  of this  Section
9.1.1.2,  Landlord shall give written  notice to Tenant of its intention  within
sixty (60) days after Landlord's discovery of such partial  destruction.  In the
event  Landlord  elects not to restore the Building  and/or the  Premises,  this
Lease  shall be  deemed  to have  terminated  as of the date  possession  of the
Premises is surrendered to Landlord.

            9.1.2 Upon any termination of this Lease under any of the provisions
of this Section 9.1, the parties shall be released without further obligation to
the other from the date  possession of the Premises is  surrendered  to Landlord
except for items which have therefore accrued and are then unpaid.

            9.1.3 In the event of  repair,  reconstruction  and  restoration  by
Landlord as herein  provided,  the Rent payable under this Lease shall be abated
proportionately  with  the  degree  to which  Tenant's  use of the  Premises  is
impaired  during  the  period of such  repair,  reconstruction  or  restoration;
provided  that there shall be no  abatement of Rent if such damage is the result
of Tenant's negligence or intentional  wrongdoing.  Tenant shall not be entitled
to any  compensation  or damages for loss in the use of the whole or any part of
the Premises and/or any  inconvenience  or annoyance  occasioned by such damage,
repair, reconstruction or restoration.  Tenant shall not be released from any of
its  obligations  under this Lease except to the extent and upon the  conditions
expressly stated in this Section 9.1.  Notwithstanding  anything to the contrary
contained  in this  Section  9.1,  if  Landlord  is  delayed or  prevented  from
repairing  or  restoring  the  damaged  Premises  within  one (1) year after the
discovery  of such  damage  or  destruction  by  reason  of  acts  of God,  war,
governmental   restrictions,   inability  to  procure  the  necessary  labor  or
materials,  or other cause  beyond the  control of  Landlord,  Landlord,  at its
option,  may terminate this Lease,  whereupon  Landlord shall be relieved of its
obligation to make such repairs or restoration and Tenant shall be released from
its obligations under this Lease as of the end of said one year period.

            9.1.4 If damage is due to any cause  other than fire or other  peril
covered by extended  coverage  insurance,  Landlord may elect to terminate  this
Lease.

            9.1.5 If Landlord is  obligated to or elects to repair or restore as
herein provided,  Landlord shall be obligated to make repair or restoration only
of those  portions  of the  Building  and the  Premises  which  were  originally
provided at  Landlord's  expense,  and the repair and  restoration  of items not
provided at Landlord's expense shall be the obligation of Tenant.

            9.1.6  Notwithstanding  anything to the  contrary  contained in this
Section  9.1,  Landlord  shall not have any  obligation  whatsoever  to  repair,
reconstruct or restore the Premises when the damage  resulting from any casualty
covered under this Section 9.1 is discovered  during the last twelve (12) months
of the Term of this Lease or any extension hereof.

            9.1.7  Landlord  and  Tenant  hereby  waive  the  provisions  of any
statutes or court  decisions  which relate to the  abatement or  termination  of
leases when leased  property is damaged or  destroyed  and agree that such event
shall be exclusively governed by the terms of this Lease.


                                       13
<PAGE>

      Section 9.2 Condemnation. If the whole of the Building or the Premises, or
such portion thereof as shall be required for its reasonable use, shall be taken
by virtue of any  condemnation  or eminent domain  proceeding,  this Lease shall
automatically  terminate as of the date of the  condemnation,  or as of the date
possession is taken by the  condemning  authority,  whichever is later.  Current
Rent shall be apportioned as of the date of the termination. In case of a taking
of a part  of the  Premises  or a part  of the  Building  not  required  for the
reasonable use of the Premises, then this Lease shall continue in full force and
effect and the Rental shall be equitably  reduced  based upon the  proportion by
which the Rentable Area of the Premises is reduced. This Rent reduction shall be
effective on the date of the partial taking. No award,  settlement in lieu of an
award, or any partial or entire taking shall be  apportioned,  and Tenant hereby
assigns to  Landlord  any award or  settlement  in lieu of an award which may be
made in the taking or condemnation proceeding,  together with any and all rights
of  Tenant  now or  hereafter  arising  in or to the same or any  part  thereof;
provided that nothing  herein shall prevent  Tenant from making a separate claim
against the condemning  authority for the taking of Tenant's  personal  property
and/or  moving  costs so long as such  claim in no way  affects  the award to be
received by Landlord.

      Section 9.3 Sale Under Threat of  Condemnation.  A sale by Landlord to any
authority   having  the  power  of  eminent  domain,   either  under  threat  of
condemnation or while condemnation  proceedings are pending,  shall be deemed to
be a taking  under the power of  eminent  domain  for all  purposes  under  this
Article 9.

              ARTICLE 10. INDEMNITY AND WAIVERINDEMNITY AND WAIVER

      Section 10.1 Indemnity.

            10.1.1  Tenant,  as a  material  part  of  the  consideration  to be
rendered to Landlord,  and subject to subsection 10.1.2 below,  hereby agrees to
defend, indemnify, and hold Landlord harmless against any and all claims, costs,
and liabilities, including reasonable attorneys' fees and costs (including costs
and fees associated with any lawsuit or appeal), arising by reason of any injury
or claim of injury to person or property,  of any nature and  howsoever  caused,
arising out of the use,  occupation and/or control of the Premises,  or from any
breach of the terms of this  Lease,  or any  violation  of any  governmental  or
insurance requirements by Tenant, its sublessees,  assignees,  invitees, agents,
employees,  contractors, or licensees, except and to the extent as may arise out
of the willful or negligent acts of Landlord or Landlord's agents,  employees or
contractors.

            10.1.2  In  the  event  of  concurrent  negligence  of  Tenant,  its
sublessees, assignees, invitees, agents, employees, contractors, or licensees on
the one hand, and that of Landlord, its agents, employees, or contractors on the
other hand, which concurrent  negligence  results in injury or damage to persons
or property of any nature and howsoever caused, and relates to the construction,
alteration, repair, addition to, subtraction from, improvement to or maintenance
of the Premises,  Common Areas,  or Building,  Tenant's  obligation to indemnify
Landlord  as set forth in this  Section  10.1  shall be limited to the extent of
Tenant's  negligence,  and that of  Tenant's  sublessees,  assignees,  invitees,
agents,  employees,  contractors or licensees,  including Tenant's  proportional
share of costs,  attorneys'  fees and expenses  incurred in connection  with any
claim,  action or  proceeding  brought  with  respect to such  injury or damage.
Tenant agrees that it will not assert its industrial  insurance immunity if such
assertion would be inconsistent  with Landlord's right to  indemnification  from
Tenant  pursuant to this Section 10.1. The parties agree that this provision was
mutually negotiated.

      Section  10.2 Waiver.  All  property  kept,  stored or  maintained  on the
Premises  shall be so kept,  stored or  maintained  at the sole risk of  Tenant.
Except in the case of  Landlord's  negligence  or willful  misconduct,  Landlord
shall not be liable, and Tenant waives all claims against Landlord, for


                                       14
<PAGE>

damages to persons or  property  sustained  by Tenant or by any other  person or
firm  resulting  from the Building or by reason of the Premises or any equipment
located therein becoming out of repair,  or through the acts or omissions of any
persons  present in the  Building  (including  the  Common  Areas) or renting or
occupying any part of the Building  (including the Common Areas), or for loss or
damage  resulting  to Tenant or its  property  from  burst,  stopped  or leaking
sewers,  pipes,  conduits,  or plumbing  fixtures,  or for  interruption  of any
utility  services,  or from any  failure  of or  defect  in any  electric  line,
circuit,  or  facility,  or any  other  type of  improvement  or  service  on or
furnished to the Premises or the Common Areas or resulting from any accident in,
on, or about the Premises or the Common Areas.

                               ARTICLE 11. DELAYS

      Section 11.1 Delays.  If either party is delayed in the performance of any
covenant of this Lease  because of any of the following  causes  (referred to as
"Force Majuere"):  acts of the other party,  action of the elements,  war, riot,
acts of terrorism,  labor disputes,  inability to procure or general shortage of
labor or materials  in the normal  channels of trade,  delay in  transportation,
delay  in  inspections,  government  actions,  or any  other  cause  beyond  the
reasonable  control of the party so obligated,  whether similar or dissimilar to
the foregoing,  financial  inability  excepted,  then that performance  shall be
excused  for the  period  of the  delay  but  shall  in no way  affect  Tenant's
obligation to pay Rent or the length of the Lease Term.

                 ARTICLE 12. ASSIGNMENT, SUBLEASE AND SUCCESSION

      Section 12.1 Consent  Required.  Tenant shall neither assign this Lease or
any interest herein,  nor sublet,  license,  grant any concession,  or otherwise
give  permission to anyone other than Tenant to use or occupy all or any part of
the Premises without the prior written consent of Landlord,  which consent shall
not be  unreasonably  withheld  provided  that (i) Tenant is not then in default
under this Lease nor is any event then occurring which with the giving of notice
or the passage of time, or both, would constitute a default hereunder,  and (ii)
Tenant has not  previously  assigned or  transferred  this Lease or any interest
herein or subleased the Premises or any part thereof,  it being  understood that
sub-subleasing or multiple assignments of this Lease shall be prohibited.

      When Tenant requests  Landlord's consent to such assignment or subletting,
it shall  notify  Landlord  in writing of the name and  address of the  proposed
assignee  or  subtenant  and the nature and  character  of the  business  of the
proposed  assignee or subtenant  and shall provide  current and prior  financial
statements for the proposed  assignee or subtenant,  which financial  statements
shall be audited to the extent  available  and shall in any event be prepared in
accordance  with generally  accepted  accounting  principles.  Tenant shall also
provide Landlord with a copy of the proposed  sublease or assignment  agreement,
including all material  terms and  conditions  thereof.  Landlord shall have the
option, to be exercised within thirty (30) days of receipt of the foregoing,  to
(1) recapture the Premises in accordance with subsection 12.4 below, (2) consent
to the  proposed  assignment  or  sublease,  or (3)  refuse  its  consent to the
proposed assignment or sublease. In any event, Landlord may withhold its consent
to any assignment or sublease, if (i) the actual use proposed to be conducted in
the Premises or portion thereof conflicts with the provisions of any other lease
which restricts the use to which any space in the Building or the Project may be
put,  (ii) the portion of the  Premises  proposed to be sublet is  irregular  in
shape and/or does not permit safe or otherwise  appropriate means of ingress and
egress, or does not comply with governmental  safety and other codes,  (iii) the
proposed   sublessee   or   assignee   is  either  a   governmental   agency  or
instrumentality  thereof; (iv) the proposed sublessee or assignee, or any person
or entity which directly or indirectly,  controls, is controlled by, or is under
common  control with,  the proposed  sublessee or assignee,  either (x) occupies
space  in the  Project  at  the  time  of the  request  for  consent,  or (y) is
negotiating  with Landlord or has  negotiated  with Landlord  during the six (6)
month period  immediately  preceding the date Landlord receives Tenant's request
for consent, to lease space in the Project. The sale,


                                       15
<PAGE>

assignment,  transfer, sublease or disposition,  whether for value, by operation
of law, gift,  will, or intestacy,  of (a) twenty-five  percent (25%) or more of
the issued and outstanding stock of Tenant if Tenant is a corporation, or (b) of
the interest of any general partner, joint venturers, or associate of Tenant, if
Tenant is a partnership,  joint  venturer,  or  association,  shall be deemed an
assignment of this Lease under this Section 12.1.

      Section 12.2 General  Conditions.  If Landlord  approves an  assignment or
subletting as herein provided, Tenant shall pay to Landlord, as Additional Rent,
fifty percent (50%) of the excess, if any, of (1) the  consideration  (including
rent and any  additional  rent)  payable by the assignee or sublessee to Tenant,
without  deduction of any costs incurred in connection  with such  assignment or
subletting   including,   without  limitation,   leasing   commissions,   tenant
improvement  costs, or attorneys fees, if any,  incurred by Tenant in connection
with such  assignment  or  sublease  regardless  of whether  or not Tenant  ever
occupied the Premises prior to such assignment or sublease;  minus (2) Base Rent
plus  Additional  Rent  allocable to that part of the Premises  affected by such
assignment  or  sublease  pursuant  to the  provisions  of this  Lease.  If such
consideration is received by Tenant in one or more lump sums, Landlord may elect
to  require  Tenant  to pay such  consideration  to  Landlord  in equal  monthly
installments  over the term of the sublease or  assignment,  as the case may be.
The  assignment  or sublease  agreement,  as the case may be, after  approval by
Landlord,  shall not be amended or terminated  without  Landlord's prior written
consent.  In the  event of any  assignment  or  sublease,  Tenant  shall  remain
primarily  liable on its  covenants  hereunder  unless  released  in  writing by
Landlord. In the event of any assignment or sublease,  the assignee or sublessee
shall agree in writing to perform and be bound by all of the  covenants  of this
Lease required to be performed by Tenant.  Within ten (10) days after Landlord's
request,  Tenant  shall pay  Landlord a reasonable  fee for each  assignment  or
sublease it is requested to approve based on Landlord's time spent reviewing the
proposed  assignment  or sublease  (whether or not an  assignment or sublease is
actually  consummated)  together  with  third  party  fees  (including,  without
limitation,  the fees of Landlord's counsel,  architect, and other consultants),
incurred in  connection  with  Landlord's  review and  processing  of  documents
regarding any proposed assignment or sublease.  Notwithstanding anything in this
Lease to the  contrary,  in the event  Landlord  consents  to an  assignment  or
subletting  by Tenant in  accordance  with the terms of this  Section,  Tenant's
assignee or  subtenant  shall have no right to further  assign this Lease or any
interest  therein or thereunder or to further sublease all or any portion of the
Premises.  In furtherance of the foregoing,  Tenant  acknowledges  and agrees on
behalf of itself and any assignee or subtenant  claiming  under it (and any such
assignee or subtenant by accepting  such  assignment or sublease shall be deemed
to acknowledge and agree) that no sub-subleases  or further  assignments of this
Lease shall be permitted at any time.

      Section 12.3  Succession.  Subject to any  limitations  on assignment  and
subletting  set forth herein,  all the terms and  provisions of this Lease shall
inure to the benefit of and be binding upon the  successors  and assigns of each
of the parties hereto.

      Section 12.4 Right of Recapture.  Notwithstanding  any  provisions of this
Article 12 to the contrary, after the Landlord receives a request from Tenant to
consent  to  either an  assignment  or  sublease  of all or any  portion  of the
Premises,  Landlord  shall have the option,  to be exercised  by written  notice
within  thirty (30) days after the receipt of such  request,  to terminate  this
Lease and the Term hereof  with  respect to the  portion of the  Premises  being
subleased  or assigned on a date  specified  in  Landlord's  termination  notice
provided, however, such date, at Landlord's option, shall either be (i) not less
than ninety (90) days  following  Landlord's  notice to the Tenant,  or (ii) the
proposed effective date of the sublease or assignment. If the Landlord elects to
terminate  this  Lease as  aforesaid,  the Tenant  shall  have the right,  to be
exercised by written  notice to the Landlord  within ten (10) days after receipt
of such  notice of  termination,  to  withdraw  the  request  for consent to the
proposed assignment or sublease, in which case the Tenant shall not proceed with
such  assignment or sublease,  the notice of termination  shall be null and void
and this Lease shall  continue in full force and effect in  accordance  with its
terms.


                                       16
<PAGE>

           ARTICLE 13. SURRENDER OF POSSESSIONSURRENDER OF POSSESSION

      Section 13.1 Surrender.  At the expiration of the Lease created hereunder,
whether by lapse of time or  otherwise,  Tenant shall  surrender the Premises to
Landlord.

      Section 13.2 Condition at Time of Surrender.  Furnishings,  trade fixtures
and  equipment  including  but not  limited to voice and data  cabling and other
telecommunications  equipment  installed  by  Tenant  shall be the  property  of
Tenant.  Upon termination of this Lease,  Tenant shall remove any such property.
Tenant shall repair or reimburse  Landlord for the cost of repairing  any damage
to the Premises and/or Common Areas  resulting from the  installation or removal
of Tenant's property, and Tenant shall deliver the Premises to Landlord in clean
and good condition, except for reasonable wear and tear.

                            ARTICLE 14. HOLDING OVER

      Section 14.1 Holding  Over.  This Lease shall  terminate  without  further
notice at the  expiration of the Lease Term.  Any holding over by Tenant without
the express  written  consent of Landlord  shall not  constitute  the renewal or
extension of this Lease or give Tenant any rights in or to the Premises.  In the
event of such a holding over by Tenant  without the express  written  consent of
Landlord,  the monthly Rent  payments to be paid by Tenant shall be increased to
the  amount  Landlord  is  entitled  to  receive  under the State of  Washington
unlawful  detainer  statutes  (currently RCW 59.12). In the event Landlord shall
give its express  written  consent to Tenant to occupy the  Premises  beyond the
expiration of the Term, that occupancy shall be construed to be a month-to-month
tenancy  upon all the same  terms  and  conditions  as set forth  herein  unless
modified by Landlord in such written consent;  provided that Rent charged during
any period of  holding  over shall be in an amount  equal to one  hundred  fifty
percent (150%) of the Basic Rent last due in this Lease,  plus  Additional  Rent
and parking charges at Landlord's current published rates; provided, however, no
payment of such  increased  Rental by Tenant  shall be deemed to extend or renew
the Term of this Lease, and such Rental payments shall be fixed by Landlord only
to establish  the amount of liability  for payment of Rent on the part of Tenant
during such period of holding over.

                 ARTICLE 15. ENTRY BY LANDLORDENTRY BY LANDLORD

      Section 15.1 Entry by Landlord.  Landlord  reserves,  and shall at any and
all times have, the right to enter the Premises during business hours to inspect
the same, to show the Premises to  prospective  purchasers  or lessees,  to post
notices of  nonresponsibility,  to repair the  Premises  and any  portion of the
Building that Landlord may deem  necessary or  desirable,  without  abatement of
Rent, and may for that purpose erect scaffolding and other necessary  structures
where  reasonably  required  by the  character  of  the  work  to be  performed;
provided,  that the entrance to the Premises  shall not be blocked  unreasonably
thereby  and,  provided,  further  that the  business of the Tenant shall not be
interfered with unreasonably. Tenant hereby waives any claim for damages, injury
or  inconvenience  to or  interference  with  Tenant's  business,  any  loss  of
occupancy or quiet  enjoyment of the Premises,  and any other loss occasioned by
Landlord's  exercise of its rights pursuant to this Section 15.1,  except and to
the extent any such damage,  injury or interference  results from the negligence
of  Landlord.  Landlord  shall at all times  have and retain a key with which to
unlock  all of the doors in,  upon and about the  Premises,  excluding  Tenant's
vaults,  safes and files,  and Landlord  shall have the right to use any and all
means which  Landlord may deem proper to open the doors to or in the Premises in
an  emergency,  in order to obtain  entry to the Premises  without  liability to
Tenant. Any entry to the Premises obtained by Landlord by any of these means, or
otherwise,  shall not under any  circumstances  be  construed  or deemed to be a
forcible or unlawful entry into, or a detainer of, the Premises,  or an eviction
of Tenant from the Premises or any portion thereof.


                                       17
<PAGE>

      Section  15.2  Failure to  Surrender.  If Tenant  fails to  surrender  the
Premises  upon  the  expiration  or  termination  of this  Lease,  Tenant  shall
indemnify and hold Landlord harmless from loss and liability resulting from that
failure, including, without limiting the generality of the foregoing, any claims
made by any succeeding tenant.

                     ARTICLE 16. SUBORDINATIONSUBORDINATION

      Section   16.1  Lease   Subordinate   To   Mortgages.   This  Lease  shall
automatically  be subordinate to any existing  mortgages or deeds of trust which
affect the Project, the Building and/or the Premises;  to any first mortgages or
deeds  of trust  hereafter  affecting  the  Project,  the  Building  and/or  the
Premises, and to all renewals,  modifications,  consolidations,  replacements or
extensions  thereof.  This  provision  shall be  self-operative  and no  further
instrument of subordination shall be required by any existing or first mortgagee
or  beneficiary  of a deed of  trust;  provided,  that  Tenant  shall  have  the
continued enjoyment of the Premises free from any disturbance or interruption by
any  existing  or first  mortgagee  or  beneficiary  of a deed of trust,  or any
purchaser  at a  foreclosure  or  private  sale of the  Project  as a result  of
Landlord's  default under a mortgage or deed of trust,  so long as Tenant is not
then in default under the terms and  conditions  of this Lease.  In the event of
the foreclosure of a deed of trust or mortgage affecting the Project, judicially
or  nonjudicially,  or if title to the  Project is  conveyed  by deed in lieu of
foreclosure,  Tenant  agrees to attorn to and  accept  the  purchaser(s)  at the
foreclosure  sale(s) conducted  pursuant to the deed of trust or mortgage or the
grantee(s)  in such  deed(s)  in lieu of  foreclosure  and his or its (or their)
heirs,  legal  representatives,  successors  and assigns as Landlord  under this
Lease for the balance then  remaining  of the term hereof,  subject to all terms
and conditions of this Lease.

      Section 16.2 Estoppel Certificates.  Tenant shall, within ten (10) days of
presentation,  acknowledge  and deliver to  Landlord  (a) any  subordination  or
non-disturbance agreement or other instrument that Landlord or Landlord's lender
may require to carry out the provisions of this Article (an  acceptable  form of
such agreement,  which may be modified by Landlord's  lender, is attached hereto
as Exhibit G), and (b) any estoppel certificate  requested by Landlord from time
to  time  in the  standard  form  of any  prospective  purchaser,  mortgagee  or
beneficiary  of any  deed of trust  affecting  the  Building  and  Premises  (an
acceptable  form of an estoppel  certificate,  which may be modified by any such
purchaser or lender,  is attached  hereto as Exhibit F)  certifying,  if such be
true,  that Tenant is in occupancy,  that this Lease is  unmodified  and in full
force  and  effect,  or if there  have  been  modifications,  that the  Lease as
modified is in full force and effect,  and  stating  the  modifications  and the
dates to which the Rent and other charges  shall have been paid,  and that there
are no  Rental  offsets  or  claims.  If  Tenant  shall  fail  to  provide  such
certificate  within ten (10) days of  receipt by Tenant of a written  request by
Landlord  as herein  provided,  such  failure  shall,  at  Landlord's  election,
constitute a material  default under this Lease (without the  requirement of any
additional  notice of  default),  and Tenant  shall be deemed to have given such
certificate as above provided  without  modification and shall be deemed to have
admitted the accuracy of any  information  supplied by Landlord to a prospective
purchaser or mortgagee.  Tenant shall not condition or delay its delivery of any
agreement  requested by Landlord under this Section 16 on any  modifications  to
the Lease or any other concessions by the Landlord.

                ARTICLE 17. DEFAULT AND REMEDYDEFAULT AND REMEDY

      Section 17.1 Events of Tenant's Default. The occurrence of any one or more
of the following  events shall  constitute a material  default in breach of this
Lease by Tenant:

            17.1.1 Vacation or abandonment of the Premises;

            17.1.2  Failure by Tenant to make any  payment  required as and when
due,  where that failure  shall  continue for a period of five (5) calendar days
after notice thereof from Landlord;


                                       18
<PAGE>

            17.1.3 Failure by Tenant to observe or perform any of the covenants,
conditions or provisions of this Lease,  other than making any payment when due,
where that  failure  shall  continue for a period of thirty (30)  calendar  days
after Landlord gives written notice to Tenant of that failure; and

            17.1.4  Making  by  Tenant  of any  general  assignment  or  general
arrangement  for the benefit of creditors;  the filing by or against Tenant of a
petition in bankruptcy,  including reorganization or arrangement, unless, in the
case of a petition filed against Tenant, the petition is dismissed within thirty
(30)  calendar  days;  or the  appointment  of a  trustee  or  receiver  to take
possession of substantially  all of Tenant's assets located at the Premises,  or
of Tenant's interest in this Lease.

      Section  17.2  Remedies.  In the event of any  breach or default by Tenant
under the terms or provisions of this Lease,  Landlord, in addition to any other
rights or remedies that it may have,  shall have the immediate right of reentry.
Should  Landlord  elect to reenter or take  possession of the  Premises,  it may
either  terminate this Lease,  or from time to time,  without  terminating  this
Lease, relet the Premises or any part thereof for the account and in the name of
the Tenant or otherwise, for any term or terms and conditions as Landlord in its
sole discretion may deem advisable,  with the right to complete  construction of
or make alterations and repairs to the Premises and/or improvements installed by
Tenant.  Tenant  shall pay to  Landlord  in the event of  reletting,  as soon as
ascertained,  the costs and  expenses  incurred by  Landlord  in the  reletting,
completion of  construction,  or in making any alterations and repairs.  Rentals
received by Landlord from any reletting shall be applied:  first, to the payment
of any  indebtedness,  other than Rent,  due hereunder  from Tenant to Landlord;
second,  to the  payment  of Rent  due and  unpaid  hereunder  and to any  other
payments required to be made by the Tenant hereunder;  and the residue,  if any,
shall be held by  Landlord  as payment of future Rent or damages in the event of
termination as the same may become due and payable  hereunder;  and the balance,
if any,  at the end of the Term of this Lease  shall be paid to  Tenant.  Should
rental  received  from time to time  from the  reletting  during  any month be a
lesser  Rental  than  herein  agreed  to by  Tenant,  the  Tenant  shall pay the
deficiency to Landlord.  The Tenant shall pay the  deficiency  each month as the
amount thereof is ascertained  by the Landlord.  Notwithstanding  the foregoing,
Landlord  shall also have the right upon  Tenant's  default  to  terminate  this
Lease,  accelerate  all Rental  payments due under this Lease for the  remaining
Term  hereof,  or if Tenant has been granted an option to extend and that option
has been exercised,  for the remainder of the option term, and shall be entitled
to recover  from Tenant the total amount of unpaid Rent  together  with all past
due  Rent  and any  other  payment  due  hereunder,  less  the  amount  which is
established to be the reasonable  rental value of the Premises for the remaining
Term, after taking into consideration normal duration of vacancy periods, tenant
improvement costs and Landlord's  reasonably  anticipated costs of reletting the
Premises.

      Section 17.3 Reletting. No reletting of the Premises by Landlord permitted
under  Section  17.2 shall be  construed  as an election on  Landlord's  part to
terminate  this Lease  unless a notice of  Landlord's  intention to terminate is
given to Tenant, or unless the termination of the Lease is decreed by a court of
competent jurisdiction. In the event of reletting without termination,  Landlord
may at any time thereafter  elect to terminate this Lease for a previous breach,
provided it has not been cured. Should Landlord at any time terminate this Lease
for any breach, in addition to any other remedy it may have, it may recover from
Tenant all damages it may incur by reason of that breach.

      Section 17.4 Default of Landlord.  Landlord shall not be in default unless
Landlord  fails to perform its  obligations  under this Lease within thirty (30)
calendar  days  after  written  notice  by  Tenant,  or if such  failure  is not
reasonably  capable of being cured within such thirty (30) day period,  Landlord
shall not be in default  unless  Landlord  has failed to  commence  the cure and
diligently pursue the cure to completion.


                                       19
<PAGE>

      Section 17.5  Non-Waiver.  Failure by Landlord to take action or declare a
default  as a result of any breach of any term,  covenant  or  condition  herein
contained  shall  not be  deemed  to be a  waiver  of that  term,  covenant,  or
condition, or of any subsequent breach of any 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 Tenant to pay the particular
Rental so accepted,  regardless of Landlord's knowledge of that preceding breach
at the time of acceptance of the Rent.

      Section 17.6 Mortgagee Protection.  In the event of any uncured default on
the part of Landlord,  which  default  would  entitle  Tenant to terminate  this
Lease,  Tenant shall not  terminate  this Lease  unless  Tenant has notified any
mortgagee  or  beneficiary  of deed of  trust,  whose  address  shall  have been
furnished  to  Tenant,  at least  sixty  (60) days in  advance  of the  proposed
effective  date of the  termination.  During  the  sixty  (60)  day  period  the
mortgagee or beneficiary  shall be entitled to commence to cure the default.  If
the default is not capable of being  cured with due  diligence  within the sixty
(60)  day  period,  the  Lease  shall  not be  terminated  if the  mortgagee  or
beneficiary  of a deed of trust shall have  commenced to cure the default within
the  sixty  (60)  day  period  and  shall  pursue  the cure  with due  diligence
thereafter.  If the default is one which is not capable of cure by the mortgagee
or  beneficiary  of a deed of trust within the sixty (60) day period because the
mortgagee or beneficiary of a deed of trust is not in possession of the Building
or  Project,  the sixty (60) day period  shall be  extended  to include the time
needed to obtain possession of the Premises by the mortgagee or beneficiary of a
deed of trust by power of sale,  judicial  foreclosure,  or other  legal  action
required to recover possession, provided that these avenues are pursued with due
diligence.

           ARTICLE 18. LIMITATION OF LIABILITYLIMITATION OF LIABILITY

      Section 18.1  Limitation of Landlord's  Liability.  Tenant agrees that, in
the event of any  default or breach by  Landlord  under this Lease or arising in
connection herewith or with Landlord's operation,  management,  leasing, repair,
renovation,  alteration  or any other  matter  relating  to the  Project  or the
Premises, Tenant's remedies shall be limited solely and exclusively to an amount
which is equal to the  interest in the  Building of the then  current  Landlord,
provided that in no event shall such liability  extend to any sales or insurance
proceeds  received by Landlord or the "Landlord  Parties" in connection with the
Project,  Building or Premises.  For purposes of this Lease,  "Landlord Parties"
shall  mean,  collectively  Landlord,  its  partners,  shareholders,   officers,
directors,  employees,  investment advisors, or any successor in interest of any
of them.  Neither  Landlord,  nor any of the  Landlord  Parties  shall  have any
personal  liability  therefor,  and Tenant hereby  expressly waives and releases
such personal liability on behalf of itself and all persons claiming by, through
or under Tenant.  The  limitations  of liability  contained in this Paragraph 18
shall inure to the benefit of Landlord's and the Landlord  Parties'  present and
future partners,  beneficiaries,  officers, directors,  trustees,  shareholders,
agents and  employees,  and their  respective  partners,  heirs,  successors and
assigns. Notwithstanding any contrary provision herein, neither Landlord nor the
Landlord  Parties shall be liable under any  circumstances  for injury or damage
to, or interference with Tenant's  business,  including but not limited to, loss
or profits, loss of rents or other revenues, loss of business opportunity,  loss
of goodwill or loss of use, in each case, however  occurring.  The provisions of
this section shall apply only to the Landlord and the parties herein  described,
and shall not be for the benefit of any insurer nor any other third party.


                                       20
<PAGE>

                           ARTICLE 19. NOTICESNOTICES

      Section  19.1  Notices.  Any notice  required or desired to be given under
this Lease shall be in writing  with copies  directed  as  indicated  herein and
shall be personally  served or given by mail.  Any notice given by mail shall be
deemed to have been given when seventy-two (72) hours have elapsed from the time
such notice was  deposited in the United  States mail,  certified  mail,  return
receipt requested,  and postage prepaid,  addressed to the party to be served at
the last address given by that party to the other party under the  provisions of
this section.  As of the Lease  Commencement Date, the addresses of the Landlord
and Tenant are as specified in the Lease Summary.

              ARTICLE 20. HAZARDOUS SUBSTANCESHAZARDOUS SUBSTANCES

      Section 20.1 Presence and Use of Hazardous  Substances.  Tenant shall not,
without Landlord's prior written consent, keep on or around the Premises, Common
Areas or Building,  for use, disposal,  transportation,  treatment,  generation,
storage  or  sale,  any  substances  designated  as,  or  containing  components
designated as, hazardous,  dangerous, toxic or harmful (collectively referred to
as  "Hazardous  Substances"),  and/or are subject to  regulation by any federal,
state or local law, regulation, statute or ordinance.

      Section 20.2 Cleanup Costs, Default and  Indemnification.  Tenant shall be
fully and  completely  liable to Landlord for any and all cleanup  costs and any
and all other  charges,  fees,  penalties  (civil and  criminal)  imposed by any
governmental  authority with respect to Tenant's use, disposal,  transportation,
treatment,  generation, storage and/or sale of Hazardous Substances, in or about
the  Premises,  Common  Areas,  or  Building,  whether  or not  consented  to by
Landlord. Tenant shall indemnify, defend and hold Landlord harmless from any and
all of the costs, fees, penalties, liabilities and charges incurred by, assessed
against or imposed upon  Landlord  (as well as  Landlord's  attorneys'  fees and
costs)  as a  result  of  Tenant's  use,  disposal,  transportation,  treatment,
generation, storage and/or sale of Hazardous Substances.

                     ARTICLE 21. MISCELLANEOUSMISCELLANEOUS

      Section 21.1 Headings. The headings used in this Lease are for convenience
only.  They shall not be construed to limit or to extend the meaning of any part
of this Lease.

      Section 21.2  Amendments.  Any amendments or additions to this Lease shall
be in writing by the parties  hereto,  and neither  Tenant nor Landlord shall be
bound by any verbal or implied agreements.

      Section 21.3 Time of the Essence.  Time is expressly declared to be of the
essence of this Lease.

      Section 21.4 Entire Agreement. This Lease contains the entire agreement of
the parties  hereto with  respect to the matters  covered  hereby,  and no other
agreement,  statement or promise made by any party  hereto,  or to any employee,
officer or agent of any party hereto,  which is not contained  herein,  shall be
binding or valid.

      Section  21.5  Language.  The words  "Landlord"  and  "Tenant",  when used
herein,  shall be applicable to one (1) or more persons, as the case may be, and
the singular shall include the plural and the neuter shall include the masculine
and feminine,  and if there be more than one (1) the obligations hereof shall be
joint and several.  The word "persons" whenever used shall include  individuals,
firms,  associations and corporations and any other legal entity, as applicable.
The language in all parts of this


                                       21
<PAGE>

Lease shall in all cases be construed as a whole and in accordance with its fair
meaning, and shall not be construed strictly for or against Landlord or Tenant.

      Section 21.6 Invalidity. If any provision of this Lease shall be deemed to
be invalid, void or illegal, it shall in no way affect, impair or invalidate any
other provision hereof.

      Section 21.7 Late Charges. Tenant hereby acknowledges that late payment by
Tenant to Landlord of Rent or other sums due  hereunder  will cause  Landlord to
incur  costs  not  contemplated  by this  Lease,  the  exact  amount of which is
difficult  to  determine,  but  include,  without  limitation,   processing  and
accounting  charges,  and late charges which may be imposed upon Landlord by the
terms of any mortgage or deed of trust covering the Premises.  Therefore, in the
event  Tenant  shall  fail to pay any  installment  of  Rent  or  other  sum due
hereunder  within five (5)  business  days of the due date,  Tenant shall pay to
Landlord  as  Additional  Rent  and as a  reasonable  estimate  of the  costs to
Landlord,  a late charge equal to ten percent (10%) of each  installment  or the
sum of One Hundred Dollars  ($100.00) per month,  whichever is greater.  A Fifty
Dollar  ($50.00)  charge  will be paid by the  Tenant to the  Landlord  for each
returned  check.  In the event  Landlord  pays any sum or  expense  on behalf of
Tenant  which Tenant is obligated  to pay  hereunder,  or in the event  Landlord
expends any other sum or incurs any expense,  or Tenant fails to pay any sum due
hereunder,  Landlord shall be entitled to receive  interest upon that sum at the
rate of eighteen percent (18%) per annum until paid.

      Section 21.8 Relocation.  Landlord  reserves the right, in Landlord's sole
discretion and without necessity of Tenant's consent or approval, on thirty (30)
days written notice to Tenant to substitute  other premises  within the Building
for the  Premises  and, in such event,  the  substituted  premises  shall,  when
available for Tenant's possession, be deemed the Premises hereunder.  Substitute
premises  hereunder  shall  contain  approximately  the same  square  footage of
Rentable  Area and tenant  improvements  of similar  quality and finish to those
provided by Landlord  in the initial  Premises.  The Basic Rent (on a per square
foot basis) and all other  provisions  of this Lease  shall be and remain  fully
applicable to such substitute  premises.  Landlord shall pay or reimburse Tenant
for Tenant's  reasonable  actual physical moving expenses  incurred by reason of
moving from the Premises to substitute premises,  however,  Tenant shall have no
claim against Landlord for damages of any kind so long as Landlord complies with
its obligations hereunder.

      Section 21.9  Computation  of Time.  The word "day" means  "calendar  day"
herein,  and the  computation of time shall include all  Saturdays,  Sundays and
holidays for purposes of determining time periods specified herein.

      Section  21.10  Applicable  Law.  This  Lease  shall  be  interpreted  and
construed under and pursuant to the laws of the State of Washington.

      Section  21.11  Attorneys'  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
for  the  breach  of any  covenant  or  condition  of  this  Lease,  or for  the
restitution  of the Premises to Landlord,  and/or  eviction of Tenant during the
Term of this Lease or after the expiration thereof, the prevailing party will be
entitled to a reasonable sum for attorneys' fees,  witness fees, and other court
costs, both at trial and on appeal.

      Section  21.12  Termination.   Upon  the  termination  of  this  Lease  by
expiration of time or otherwise,  the rights of Tenant and all persons  claiming
under Tenant in and to the Premises shall cease.

      Section 21.13 Broker's Commission.  Tenant represents and warrants that it
has incurred no liabilities or claims for brokerage commissions or finder's fees
in connection with the negotiation and/or


                                       22
<PAGE>

execution  of this Lease and that it has not dealt with or has any  knowledge of
any real estate broker/agent or salesperson in connection with this Lease except
for those identified in the Lease Summary.  Tenant agrees to indemnify,  defend,
and hold Landlord harmless from and against,  all of such liabilities and claims
(including,  without  limitation,  attorneys'  fees and costs) made by any other
broker/agent or salesperson claiming to represent Tenant in connection with this
Lease.

      Section  21.14  Signs or  Advertising.  The Tenant will not  inscribe  any
inscription or post, place, or in any manner display any sign,  notice,  picture
or  poster  or any  advertising  matter  whatsoever,  anywhere  in or about  the
Premises or Building which can be seen from outside the Premises,  without first
obtaining  Landlord's  written approval thereof including,  without  limitation,
approval of the size,  color,  and  electrical  load (if any).  Any  approval so
obtained from Landlord shall be with the understanding and agreement that Tenant
will (1)  install any such item using  Landlord's  approved  contractor,  (2) be
solely responsible for the maintenance, repair and replacement of such item, and
(3) remove these items within ten (10) days after the  termination  of the Lease
Term and repair and restore any damage or injury to the Premises or the Building
caused either by the installation or removal of the item.  Landlord will install
and  maintain a directory  of tenants in the  principal  lobby  entrances of the
Building,  and Landlord may, as it may determine  from time to time,  publish or
advertise  the  tenancy  list  of  Landlord's  Building.  Tenant  shall  not use
photographs, drawings, or other renderings of the Building, the Building logo or
tradename,  or any other  proprietary  name, mark or symbol of Landlord  without
first obtaining Landlord's prior written consent,  which consent may be withheld
in Landlord's sole discretion.

      Section  21.15  Transfer of  Landlord's  Interest.  In the event  Landlord
transfers  its  reversionary  interest in the  Premises or its rights under this
Lease,  other than a transfer  for security  purposes  only,  Landlord  shall be
relieved of all obligations occurring hereunder after the effective date of such
transfer.

      Section 21.16 Counterparts . This Agreement may be executed by the parties
in  counterparts,  and  each  counterpart  Agreement  shall be  deemed  to be an
original hereof.

      Section 21.17 Quiet Enjoyment. Subject to the provisions of this Lease and
conditioned  upon performance of all of the provisions to be performed by Tenant
hereunder,  Landlord  shall secure to Tenant during the Lease Term the quiet and
peaceful  possession of the Premises and all rights and privileges  appertaining
thereto.

      Section  21.18  Authority.  Each  party  hereto  warrants  that it has the
authority to enter into this Agreement and that the signatories  hereto have the
authority to bind Landlord and Tenant, respectively.

      Section 21.19 Name of Building.  In the event  Landlord  chooses to change
the name of the Building, Tenant agrees that such change shall not affect in any
way its obligations under this Lease, and that, except for the name change,  all
terms and conditions of this Lease shall remain in full force and effect. Tenant
agrees  further  that such name change  shall not require a formal  amendment to
this Lease, but shall be effective upon Tenant's receipt of written notification
from Landlord of said change.

      Section 21.20 Rules and Regulations.  Tenant agrees to abide by and adhere
to any rules and regulations for the Building, and all amendments thereto, which
may be promulgated from time to time by Landlord which do not materially  change
the provisions of this Lease. The rules and regulations currently in effect upon
the date of execution of this Lease are set forth as Exhibit D attached hereto.

      Section 21.21 Agency Disclosure. At the signing of this Lease, the Leasing
Representative(s)  identified in the Lease Summary  represented  the party noted
therein. Each party signing this document


                                       23
<PAGE>

confirms  that prior oral and/or  written  disclosure  of agency was provided to
him/her in this transaction (as required by WAC 308-124D-040).

      Section 21.22 Lease Summary, Addendum and Exhibits. The Lease Summary, set
forth in the opening pages of the Lease,  as well as any Addenda and Exhibits to
this Lease are hereby incorporated herein by reference.

      Section 21.23 Survival.  Those provisions of this Lease which, in order to
be given full effect, require performance by either Landlord or Tenant following
the termination of this Lease shall survive the Termination Date.

      Section 21.24 Parking.  During the term of the Lease,  Landlord shall make
available to Tenant the number of vehicle parking passes  specified in the Lease
Summary.  The parking passes shall entitled  Tenant and it's visitors to the use
of an equal number of  unreserved  and  undesignated  standard and compact sized
parking  spaces  within the parking  areas  utilized by Landlord  for tenant and
visitor  parking.  All  unreserved  parking  spaces  shall  be on a  first-come,
first-served basis in common with other tenants of, and visitors to, the Project
in parking spaces provided by Landlord from time to time. Each automobile shall,
at  Landlord's  option  from time to time,  bear a  permanently  or  temporarily
affixed  and  visible  identification  sticker or tag to be provided by Landlord
and, if such  sticker or tag is  provided,  Tenant  shall only be entitled to an
amount  equivalent to the number of parking passes  allocated to Tenant.  Tenant
shall pay  Landlord  (or  Landlord's  parking  operator if Landlord so requests)
monthly rent for each vehicle  parking pass provided  hereunder at the rates set
forth in the Lease  Summary or, if no such rates are  specified,  at the monthly
parking rate  established  from time to time by Landlord or  Landlord's  parking
operator.  Tenant's  parking rights shall be subject to the terms and conditions
of  the  Parking   Agreement   attached  hereto  as  Exhibit  H.  If  a  parking
administration  program is  implemented  by Landlord,  such program may include,
without  limitation,  designating parking spaces for the exclusive use by Tenant
or other  tenants,  implementing  a card key  access  system,  and/or  requiring
identification tags on all vehicles.  Landlord may require all visitors, clients
and/or customers (collectively, the "Visitors") to park only in areas designated
by Landlord  from time to time as being for the use of such  Visitors.  Further,
parking for  Visitors is subject to the payment of parking fees at rates set and
to be set from time to time by  Landlord in its sole  discretion,  which will be
posted in the parking areas.  Tenant  acknowledges  that Landlord is required to
comply with the  Transportation  Management  Program imposed with respect to the
Building  and  Project by the City of Bellevue  pursuant  to Bellevue  City Code
("BCC")  Section  14.60.080.  Tenant agrees to comply with the provisions of the
BCC which are  applicable to Tenant and Tenant's  employees  including,  without
limitation,  providing financial incentives under BCC Section  14.60.070.F.5 and
satisfying the guaranteed ride home  requirements of BCC Section  14.60.070.F.6.
In addition,  Tenant shall  cooperate  with  Landlord in  conducting  the survey
required under BCC Section  14.60.080.D and in the preparation of the Evaluation
Report required under BCC Section 14.60.080.E.

      IN WITNESS  WHEREOF,  this Lease Agreement is executed on the day and year
first written above.

                  TENANT:                 ITEX CORPORATION, a Nevada corporation

                                          By ___________________________________
                                               Steven White, Chairman


                                       24
<PAGE>

                  LANDLORD:               BTC SEATTLE LLC, a
                                          Delaware limited liability company

                                          By:  Bentall Capital (U.S.), Inc., a
                                               California corporation, its
                                               Authorized Agent

                                          By :___________________________
                                               Gary J. Carpenter
                                               Executive Vice President

                                          By: ___________________________
                                               Lisa C. Rowe
                                               Vice President/Leasing


                                       25
<PAGE>

                             TENANT ACKNOWLEDGEMENT

STATE OF _______________   )
                           )  ss.
COUNTY OF ______________   )

      I  certify  that I know or have  satisfactory  evidence  that  the  person
appearing  before me and making this  acknowledgement  is the person  whose true
signature appears on this document.

      On this _____ day of _______________,  200_, before me personally appeared
____________________,  to  me  known  to be  the  ____________________  of  ITEX
CORPORATION,  the corporation that executed the within and foregoing instrument,
and  acknowledged  the said instrument to be the free and voluntary act and deed
of said corporation,  for the uses and purposes therein  mentioned,  and on oath
stated that he/she was  authorized to execute said  instrument and that the seal
affixed, if any is the corporate seal of said corporation.

      WITNESS my hand and  official  seal hereto  affixed the day and year first
above written.

                                          _____________________________________
                                          NOTARY PUBLIC in and for the State of
                                          __________________________residing at
                                          _____________________________________
                                          My commission expires: ______________
                                          Print Name __________________________


                                       26
<PAGE>

                           LANDLORD'S ACKNOWLEDGEMENT

STATE OF WASHINGTON        )
                           )   ss.
COUNTY OF KING             )

      I  certify  that I know or have  satisfactory  evidence  that the  persons
appearing  before me and making this  acknowledgment  are the persons whose true
signatures appear on this document.

      On  this  _____  day of  _________________,  2004,  before  me  personally
appeared Gary  Carpenter and Lisa C. Rowe, to me known to be the Executive  Vice
President and Vice President/Leasing,  respectively,  of Bentall Capital (U.S.),
Inc.,  the  authorized  agent of BTC SEATTLE LLC, a Delaware  limited  liability
company,  the company that  executed the within and  foregoing  instrument,  and
acknowledged  the said  instrument  to be the free and voluntary act and deed of
said company,  for the uses and purposes therein  mentioned,  and on oath stated
that they were authorized to execute said instrument.

      WITNESS my hand and  official  seal hereto  affixed the day and year first
above written.

                               _________________________________________________
                               Notary Public in and for the State of Washington,
                               residing at _____________________________________
                               My commission expires: __________________________
                               _________________________________________________
                               [Type or Print Notary Name]

                                 (Use This Space for Notarial Seal Stamp)


                                       27
<PAGE>

                                    EXHIBIT A
                                TENANT FLOOR PLAN


                                       1
<PAGE>

                                    EXHIBIT B
                                LEGAL DESCRIPTION

ONE NEWPORT

LOT 1 OF SHORT PLAT NO. 487008,  ACCORDING TO THE SHORT PLAT RECORDED UNDER KING
COUNTY RECORDING NO. 8809220297;

TOGETHER  WITH  EASEMENTS  FOR INGRESS,  EGRESS AND PARKING OVER COMMON AREAS AS
DESCRIBED IN INSTRUMENT RECORDED UNDER KING COUNTY RECORDING NO. 9012040117;

AND TOGETHER WITH THOSE  EASEMENT  RIGHTS AS DESCRIBED IN  INSTRUMENTS  RECORDED
UNDER KING COUNTY RECORDING NOS. 9102120210, 9102130456 AND 9211232100;

SITUATE IN THE CITY OF BELLEVUE, COUNTY OF KING, STATE OF WASHINGTON.

TWO NEWPORT

LOT 4 OF REVISED  SHORT PLAT NO.  278125,  ACCORDING TO THE SHORT PLAT  RECORDED
UNDER KING  COUNTY  RECORDING  NO.  8112079004,  BEING A REVISION OF SHORT PLATS
RECORDED UNDER RECORDING NO. 8101270743 AND 7809200912;

TOGETHER WITH AN EASEMENT FOR INGRESS,  EGRESS AND  UTILITIES,  30 FEET IN WIDTH
DESCRIBED  AS EASEMENT  "X" AS  DELINEATED  ON SHORT PLAT NO.  278125  REVISION,
RECORDED UNDER RECORDING NO. 8112079004;

AND  TOGETHER  WITH AN EASEMENT FOR INGRESS,  EGRESS AND  UTILITIES,  30 FEET IN
WIDTH DESCRIBED AS EASEMENT "Y" AS DELINEATED ON SHORT PLAT NO. 278125 REVISION,
RECORDED UNDER RECORDING NO. 8112079004;

AND TOGETHER  WITH ACCESS  EASEMENTS AS DESCRIBED IN PARAGRAPH  1.1 AND EXHIBITS
"E" AND "F" OF DECLARATION RECORDED UNDER KING COUNTY RECORDING NO. 9102130456;

AND TOGETHER WITH THOSE  EASEMENT  RIGHTS  GRANTED IN DOCUMENTS  RECORDED  UNDER
RECORDING NOS. 9012040117 AND 9211232100;

SITUATE IN THE CITY OF BELLEVUE, COUNTY OF KING, STATE OF WASHINGTON.

NEWPORT TOWER

LOT 3 OF SHORT PLAT NO. 487008,  ACCORDING TO THE SHORT PLAT RECORDED UNDER KING
COUNTY RECORDING NO. 8809220297;

TOGETHER  WITH AN EASEMENT FOR INGRESS,  EGRESS AND UTILITIES  OVER,  ACROSS AND
THROUGH TRACTS "X" AND "Y" OF SHORT PLAT NO. 278125, ACCORDING TO THE SHORT PLAT
RECORDED UNDER KING COUNTY RECORDING NO.  7809200912 AND REVISED UNDER RECORDING
NOS. 8101270743 AND 8112079004;

SITUATE IN THE CITY OF BELLEVUE, COUNTY OF KING, STATE OF WASHINGTON.


                                        1
<PAGE>

NEWPORT HEIGHTS

LOT B OF SHORT PLAT NO. 83-24,  ACCORDING TO THE SHORT PLAT RECORDED  UNDER KING
COUNTY RECORDING NO. 8407179002;

SITUATE IN THE CITY OF BELLEVUE, COUNTY OF KING, STATE OF WASHINGTON.


NEWPORT TERRACE

LOT 2 OF SHORT PLAT NO. 487008,  ACCORDING TO THE SHORT PLAT RECORDED UNDER KING
COUNTY RECORDING NO. 8809220297;

TOGETHER  WITH A PORTION OF LOT 4 OF SHORT  PLAT NO.  487008,  ACCORDING  TO THE
SHORT PLAT RECORDED UNDER KING COUNTY RECORDING NO.  8809220297 BEING A REVISION
OF SHORT PLAT RECORDED UNDER RECORDING NO. 8809200141 AND DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHERLY MOST NORTHEAST CORNER OF SAID LOT 4;
THENCE SOUTH 01(degree)26'03" WEST 96.00 FEET;
THENCE NORTH 89(degree)00'20" WEST 194.90 FEET;
THENCE NORTH 01(degree)23'24" EAST 97.34 FEET;
THENCE SOUTH 88(degree)36'36" EAST 194.97 FEET TO THE TRUE POINT OF BEGINNING;

ALSO TOGETHER WITH A PORTION OF LOT 2 OF REVISED SHORT PLAT NO. 278125 ACCORDING
TO THE SHORT PLAT RECORDED UNDER KING COUNTY RECORDING NO. 8112079004 (VOLUME 29
OF SURVEYS,  PAGE 299) BEING A REVISION OF SHORT PLATS RECORDED UNDER  RECORDING
NOS. 8101270743 AND 7809200912 DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 2;
THENCE SOUTH 01(degree)23'24" WEST 200.46 FEET;
THENCE SOUTH 88(degree)36'36" EAST 28.00 FEET TO A POINT ON THE EAST LINE OF
SAID LOT 2 AND THE TRUE POINT OF BEGINNING;
THENCE SOUTH 01(degree)23'24" WEST 268.35 FEET;
THENCE NORTH 89(degree)00'20" WEST 15.05 FEET;
THENCE NORTH 01(degree)23'24" EAST 268.45 FEET;
THENCE SOUTH 88(degree)36'36" EAST 15.05 FEET TO THE TRUE POINT OF BEGINNING;

SITUATE IN THE CITY OF BELLEVUE, COUNTY OF KING, STATE OF WASHINGTON.

FOUR NEWPORT

LOT 4 OF SHORT PLAT NO. 487008,  ACCORDING TO THE SHORT PLAT RECORDED UNDER KING
COUNTY RECORDING NO.  8809220297,  BEING A REVISION OF SHORT PLAT RECORDED UNDER
KING COUNTY RECORDING NO. 8809200141;

EXCEPT THAT PORTION THEREOF DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHERLY MOST NORTHEAST CORNER OF SAID LOT 4;
THENCE SOUTH 01(Degree)26'03" WEST 96.00 FEET;
THENCE NORTH 89(Degree)00'20" WEST 194.90 FEET;
THENCE NORTH 01(Degree)23'24" EAST 97.34 FEET;
THENCE SOUTH 88(Degree)36'36" EAST 194.97 FEET TO THE POINT OF BEGINNING;


                                       2
<PAGE>

(BEING KNOWN AS LOT B OF KING COUNTY LOT LINE ADJUSTMENT NO.  8812002,  RECORDED
UNDER RECORDING NO. 9105200930.)

SITUATE IN THE CITY OF BELLEVUE, COUNTY OF KING, STATE OF WASHINGTON.

FIVE NEWPORT:

PARCEL A:

THAT PORTION OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 9, TOWNSHIP 24
NORTH, RANGE 5 EAST W.M., DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF THE NORTH 1/2 OF SAID SOUTHEAST 1/4 OF THE
SOUTHEAST 1/4;
THENCE EAST 300 FEET TO THE WEST LINE OF THE TRACT OF LAND
DEEDED TO HAROLD BRISKY AND WIFE BY DEED DATED FEBRUARY 21, 1940, RECORDED IN
VOLUME 1885 OF DEEDS, PAGE 238 UNDER
RECORDING NO. 3087545, RECORDS OF KING COUNTY;
THENCE NORTH, ALONG THE WEST LINE OF SAID BRISKY TRACT, TO A

POINT ON A LINE 20 FEET SOUTH OF THE SOUTH LINE OF THE TRACT
OF LAND DEEDED TO OLIVA EVANS BY DEED DATED NOVEMBER 21, 1938, RECORDED IN
VOLUME 1814 OF DEEDS, PAGE 336, UNDER
RECORDING NO. 3020894, RECORDS OF KING COUNTY;
THENCE WEST, PARALLEL WITH THE SOUTH LINE OF SAID EVANS TRACT, TO THE
WEST LINE OF-SAID SOUTHEAST 1/4 OF THE SOUTHEAST 1/4;
THENCE SOUTH, ALONG SAID WEST LINE TO THE POINT OF BEGINNING;

EXCEPT THAT  PORTION  LYING WEST OF THE EAST LINE OF 128TH  AVENUE  SOUTHEAST AS
ESTABLISHED BY DEED TO KING COUNTY RECORDED UNDER RECORDING NO. 6678973;

AND EXCEPT THAT  PORTION  LYING NORTH OF THE SOUTH 12 FEET THEREOF AND WEST OF A
LINE  180  FEET  EAST OF AND  PARALLEL  WITH  SAID  EAST  LINE OF  128TH  AVENUE
SOUTHEAST;

SITUATE IN THE CITY OF BELLEVUE, COUNTY OF KING, STATE OF WASHINGTON.


PARCEL B:

THAT  PORTION  OF THE NORTH 1/2 OF THE  SOUTHEAST  1/4 OF THE  SOUTHEAST  1/4 OF
SECTION 9, TOWNSHIP 24 NORTH, RANGE 5 EAST W.M., DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CORNER OF SAID SUBDIVISION; THENCE NORTH, ALONG THE
WEST BOUNDARY LINE OF SAID SUBDIVISION, 228.32 FEET;
THENCE NORTH 89(degree)05'53" EAST 300 FEET TO THE TRUE POINT OF BEGINNING;
THENCE SOUTH 00(degree)34'47" WEST 216.89 FEET;
THENCE EAST, PARALLEL WITH THE SOUTH LINE OF SAID SUBDIVISION, 17.5 FEET;
THENCE NORTH 00(degree)34'47" EAST 216.89 FEET-
THENCE WEST 17.5 FEET TO THE POINT OF BEGINNING;

SITUATE IN THE CITY OF BELLEVUE, COUNTY OF KING, STATE OF WASHINGTON.


                                       3
<PAGE>

PARCEL C:-

THAT  PORTION  OF THE NORTH 1/2 OF THE  SOUTHEAST  i/4 OF THE  SOUTHEAST  1/4 OF
SECTION 9, TOWNSHIP 24 NORTH, RANGE 5 EAST W.M., DESCRIBED AS FOLLOWS:

BEGINNING ON THE SOUTH LINE OF THE NORTH 12.25 ACRES OF SAID SUBDIVISION AT A
POINT WHICH IS 300 FEET EAST OF THE SOUTHWEST CORNER THEREOF;
THENCE EAST 170 FEET;
THENCE SOUTH 256 FEET, MORE OR LESS, TO THE SOUTH LINE OF SAID SUBDIVISION;
THENCE WEST 170 FEET;
THENCE NORTH 256 FEET, MORE OR LESS, TO THE POINT OF BEGINNING;

EXCEPT THE WEST 17.5 FEET OF THE NORTH 216.89 FEET OF THE SOUTH 228.32
FEET THEREOF;

SITUATE IN THE CITY OF BELLEVUE, COUNTY OF KING, STATE OF WASHINGTON.

PARCEL D:

THAT  PORTION  OF THE NORTH 1/2 OF THE  SOUTHEAST  1/4 OF THE  SOUTHEAST  1/4 OF
SECTION 9, TOWNSHIP 24 NORTH, RANGE 5 EAST W.M., DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE SOUTH LINE OF THE ABOVE DESCRIBED SUBDIVISION WHICH
IS 470 FEET EAST OF THE SOUTHWEST CORNER OF SAID SUBDIVISION;
THENCE EASTERLY, ALONG SAID SOUTH LINE, 227.48 FEET;
THENCE NORTHERLY PARALLEL WITH THE WEST LINE OF SAID SUBDIVISION, 229-74 FEET,
MORE OR LESS, TO THE SOUTH LINE OF A TRACT DEEDED TO OLIVIA EVANS BY DEED
RECORDED UNDER RECORDING NO. 3020894;
THENCE WESTERLY ALONG SAID SOUTH LINE 227.48 FEET TO A POINT 229.21 FEET
NORTHERLY FROM THE POINT OF BEGINNING;
THENCE SOUTHERLY 229.21 FEET TO THE POINT OF BEGINNING;

(ALSO KNOWN AS THE WESTERLY  PORTION OF LOT B OF KING COUNTY LOT LINE ADJUSTMENT
NO. 8903018 AS RECORDED UNDER RECORDING NO. 8907280438)

SITUATE IN THE CITY OF BELLEVUE, COUNTY OF KI'NG, STATE OF WASHINGTON.

PARCEL E:

THAT  PORTION  OF THE NORTH 1/4 OF THE  SOUTH  1/2 OF THE  SOUTHEAST  1/4 OF THE
SOUTHEAST 1/4 OF SECTION 9, TOWNSHIP 24 NORTH,  RANGE 5 EAST W.M.,  DESCRIBED AS
FOLLOWS:

BEGINNING AT A POINT ON THE NORTH LINE OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF
THE SOUTHEAST 1/4 OF SAID SECTION 9 WHICH IS SOUTH 89(degree) 00' 23" EAST
392.12 FEET FROM THE NORTHWEST CORNER THEREOF;
THENCE, ALONG SAID NORTH LINE, SOUTH 89(degree) 00' 23" EAST 841.66 FEET TO THE
NORTHEAST CORNER THEREOF;
THENCE SOUTH 00(degree) 28' 34" EAST l66.30 FEET;
THENCE NORTH 88(degree) 55' 48" WEST 841.45 FEET, MORE OR LESS, TO A POINT
WHICH IS SOUTH 01(degree) 20' 44" WEST FROM THE TRUE POINT OF BEGINNING;
THENCE NORTH 01(degree) 20' 44" EAST A DISTANCE OF 165.02 FEET, MORE OR LESS,
TO THE TRUE POINT OF BEGINNING;

EXCEPT THAT PORTION THEREOF LYING SOUTHERLY OF A LINE DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT SOUTH 87(degree) 05' 32" EAST 42.0158 FEET FROM THE
NORTHWEST CORNER OF SAID SUBDIVISION;
THENCE SOUTH 01(degree) 20' 13" WEST 94.978 FEET;


                                       4
<PAGE>

THENCE, ALONG AN ARC OF A CURVE TO THE LEFT HAVING A RADIUS OF 20 FEET, A
DISTANCE OF 24.711 FEET;
THENCE- ALONG AN ARC OF A CURVE TO THE LEFT.HAVING A-RADIUS 453.935 FEET,
A DISTANCE' OF 139.073 FEET;
THENCE SOUTH 87(degree) 00' 58" EAST 278.741 FEET;
THENCE SOUTH 01(degree) 22' 07" EAST 30.0868 FEET TO THE TERMIMS OF SAID LINE.
AS CONVEYED TO KING COUNTY FOR
SOUTHEAST 38TH PLACE BY DEEDS RECORDED UNDER RECORDING NOS. 8003280607 AND
8010160534;

AND EXCEPT THE EAST 261..94 FEET THEREOF;

AND EXCEPT THAT PORTION THEREOF CONVEYED TO KING COUNTY FOR SOUTHEAST 38TH PLACE
BY DEED RECORDED UNDER RECORDING NO. 8010160534;

SITUATE IN THE CITY OF BELLEVUE, COUNTY OF KING, STATE OF WASHINGTON.

PARCEL F:

THAT PORTION OF THE NORTH 1/2 OF THE  SOUTHEAST  1/4 . OF THE  SOUTHEAST  1/4 OF
SECTION 9, TOWNSHIP 24 NORTH, RANGE 5 EAST.W.M., DESCRIBED AS FOLLOWS.

BEGINNING AT A POINT ON THE SOUTH LINE OF THE ABOVE DESCRIBED SUBDIVISION AT A
POINT 697.48 FEET EAST OF THE SOUTHWEST CORNER THEREOF;
THENCE NORTHERLY PARALLEL WITH THE WEST LINE OF SAID SUBDIVISION,
229-74 FEET, MORE OR LESS TO THE SOUTH LINE OF A TRACT OF LAND CONVEYED TO
OLIVIA EVANS BY DEED RECORDED UNDER RECORDING NO. 3020894;
THENCE EASTERLY ALONG SAID SOUTH LINE 175.00 FEET;
THENCE SOUTHWESTERLY TO SAID SOUTH LIKE OF THE NORTH 1/2, 80.00 FEET EAST OF THE
POINT OF BEGINNING;

THENCE WESTERLY ALONG SAID SOUTH LINE, 80.00 FEET TO THE POINT OF BEGINNING.

(ALSO KNOWN AS THE EASTERLY  PORTION OF LOT B OF KING COUNTY LOT LINE ADJUSTMENT
No. 8903018 AS RECORDED UNDER RECORDING NO. 8907280438)

SITUATE IN THE CITY OF BELLEVUE, COUNTY OF KING, STATE OF WASHINGTON.


                                       5
<PAGE>

                                    EXHIBIT C
                                       TO
                       TWO NEWPORT OFFICE LEASE AGREEMENT

                                   ----------

                                   WORKLETTER

      1. Defined Terms.  Unless otherwise defined in this Work Letter Agreement,
all capitalized  terms used herein shall have the same meaning as they are given
in the Lease.

      2. Final Space Plan and Related Requirements.

            (a) Final Space Plan.  Landlord  and Tenant shall agree upon a final
space  plan  (the  "Final  Space  Plan")  for  the  tenant  improvements  to  be
constructed  in the Premises  within three (3) business days from  completion of
the proposed plan by Landlord's  architect.  The Final Space Plan shall show the
location of demising walls, partitions, doors, electrical devices, communication
devices and shall indicate the  improvements to be done in Premises  pursuant to
this Work Letter Agreement (which  improvements are hereafter referred to as the
"Tenant  Improvements").  All Tenant  Improvements  shall  conform to Landlord's
Tenant Improvement Building Standards (the "Tenant Improvement  Standards") and,
to the  extent  Landlord  does not have a  standard  for  certain  materials  as
outlined  below,  then Landlord shall have the right to approve of any materials
selected by Tenant.  The parties  acknowledge  that the Tenant  Improvements are
minimal in nature and include but are not limited to the following items:

      (i)   Construction  of a wall with a door  separating the server room from
            the storage room, with a reasonable number of electrical outlets.
      (ii)  Construction of two glass block walls 6 1/2 feet high separating the
            reception  from the open  work  area  directly  off the lobby of the
            Premises, with rounded corners to enter full office area.
      (iii) Installation of a stone floor area in front of the glass block walls
            in the reception area instead of existing carpet.
      (iv)  Patch and repair  carpet as necessary  and have the exiting  carpets
            professionally  cleaned around existing furniture and fixtures prior
            to occupancy by Tenant.
      (v)   Repaint or touch up throughout the Premises & refurbish  front entry
            doors
      (vi)  Add  electrical  outlets in  accordance  with a mutually  acceptable
            plan.
      (vii) Replace any damaged or stained ceiling tiles.
     (viii) Entire Premises professionally cleaned.

            The Final  Space Plan and  related  requirements  referred to herein
above shall be subject to Landlord's prior approval, which approval shall not be
unreasonably withheld, except to the extent there are variations from the Tenant
Improvement  Standards,  in which case  Landlord  may  withhold  its approval in
Landlord's  sole  discretion.  In  addition,  if  requested  by  Landlord at the
expiration or earlier termination of the Lease Term (as may be extended), Tenant
shall, at Tenant's expense and prior to surrendering  possession of the Premises
to Landlord, remove all improvements made or requested by or on behalf of Tenant
which are variations from the Tenant  Improvement  Standards,  and shall restore
all  affected  areas  with  improvements  which are  consistent  with the Tenant
Improvement Standards.


                                       1
<PAGE>

      3. Construction Documents.

            (a) Upon mutual  approval of the Final  Space Plan,  Landlord  shall
cause its architects and engineers to prepare the Permit  Documents (the "Permit
Documents") detailing the complete scope of the Tenant Improvements (the "Work")
based on the  approved  Final Space Plan.  The Permit  Documents  shall  include
architectural, structural, plumbing, mechanical, electrical, and fire protection
drawings and other  documents as required to submit a complete  building  permit
application  for  construction of the Tenant  Improvements.  Tenant and Landlord
shall approve Permit Documents within five (5) days from their completion,  such
approval not to be unreasonably withheld,  unreasonably  conditioned or delayed.
Unless a party  disapproves  of the Permit  Documents  within  such five (5) day
period, approval shall be deemed granted.

            (b) Upon  Landlord  and Tenant  approval  of the  Permit  Documents,
Landlord shall cause its  architects  and engineers to prepare the  construction
drawings  and  specifications  (the  "Construction   Documents")  detailing  the
complete  scope  of  the  Work  based  on the  approved  Permit  Documents.  The
Construction  Documents  shall  include  architectural,   structural,  plumbing,
mechanical,   electrical,   and  fire   protection   drawings  as  required  for
construction of the Tenant Improvements.

            (c) Tenant and Landlord shall approve Construction  Documents within
five (5) days  from  their  completion,  such  approval  not to be  unreasonably
withheld, unreasonably conditioned or delayed. Unless a party disapproves of the
Construction Documents within such five (5) day period, approval shall be deemed
granted.   After  final  approval,  no  further  changes  may  be  made  to  the
Construction  Documents  without  the  prior  written  approval  of  Tenant  and
Landlord,  which  approval may be withheld by Landlord or Tenant if such changes
will  result in a delay in  completion  except to the extent  such  changes  are
mandated by a governmental agency.  Additional revisions requested by the Tenant
resulting in additional  costs shall be the sole  responsibility  of the Tenant.
Approval of Construction  Documents shall be considered  final  authorization to
proceed.

            (d)  Landlord  shall cause  Permit  Documents to be submitted to the
City of Bellevue for plan review and  building  permit.  Revisions  which may be
required by  governmental  agencies as a result of the plan review process shall
be reviewed by Tenant and Landlord and  modifications  reflecting  same shall be
mutually agreed upon in a timely manner so as not to delay progress of the Work.
Upon mutual  agreement  of any  modifications  required by the City of Bellevue,
Landlord  shall  cause  its   architects  and  engineers  to  incorporate   said
modifications  into the Permit Documents which shall then be re-submitted to the
City by Landlord.  The final work schedule and Substantial Completion date shall
be extended as required to reflect time lost,  if any, to  incorporate  any such
revisions.

      5. Construction of Tenant Improvements.

            (a) Permit;  Construction  Contract;  Work  Schedule.  Following the
mutual  approval  of the  Construction  Documents,  Landlord  shall enter into a
construction  contract  with  Landlord's   contractor   ("Contractor")  for  the
installation  of  Tenant   Improvements  in  accordance  with  the  Construction
Documents. Landlord shall supervise the completion of the Work and shall use its
reasonable  best efforts to secure  completion of the Work by the date set forth
in the Work  Schedule  (subject  to any  delays  caused by force  majuere or any
Tenant Delays described in Section 9(b) below). Landlord represents and warrants
that all  portions  of the  Landlord's  Work and  Tenant  Improvements  shall be
constructed with new materials.  The  construction  budget (and the various line
items for each  category of work  comprising  the Tenant  Improvements)  may, at
Tenant's option, be reviewed by Tenant.  Landlord will supervise the contractors
performing the Tenant Improvements,  who will submit to Landlord and Tenant on a
monthly basis their applications for payment for work performed during the prior
month  period  (the  "Applications").   Landlord  and  Tenant  will  review  the
Applications,  verify that all work for which  payment is  requested is in place
and substantially in accordance with the Construction Documents, and approve for
payment all or


                                       2
<PAGE>

a portion of the amount contained in the Applications (which approvals shall not
be  unreasonably  withheld  or  delayed).  Upon  approval  of the  Applications,
Landlord shall pay to the Contractor the amount specified in the Applications in
accordance  with the provisions of Section 7(a) of this Work Letter  excluding a
five  percent  (5%)  retention  which  shall  be  withheld  and  paid  following
completion  of  the  Work.  During  construction  and  for a  reasonable  period
following  completion  thereof,  Landlord  agrees to make available for Tenant's
review  during  normal  business  hours,  upon written  request,  copies of paid
invoices, receipts,  statements or bills of sale to which the Tenant Improvement
Allowance has been applied,  lien waivers from contractors,  subcontractors  and
materialmen  whose work or materials are represented in such invoices,  and such
other standard  certifications  as Landlord shall receive in connection with the
Tenant Improvements.

            (b)  Tenant's  Access.  Provided  that  Tenant  does not  cause  any
interruption or delay to Landlord's Work or Tenant  Improvements  and with prior
coordination   with  Landlord  and  the  Contractor,   Tenant  and  its  agents,
contractors and architects shall have the right, without charge, to access areas
of  the  parking   garage,   loading   docks,   elevators,   the   Premises  and
electrical/mechanical  systems and other  facilities of the Building  during the
construction of the Landlord's Work and the Tenant  Improvements for purposes of
inspecting the Landlord's  Work and Tenant  Improvements,  taking  measurements,
making  plans for voice and data  systems,  and doing  such other work as may be
necessary  without being deemed to have taken  possession.  In addition,  Tenant
shall have the right (subject to  coordination  with Landlord and the contractor
and without causing delay,  but at least thirty (30) days in advance) to install
personal property,  equipment,  and voice and data systems in the Premises prior
to Substantial Completion of the Tenant Improvements.

            (c) Punch List.  Prior to Tenant  installing any personal  property,
equipment,  and voice and data systems in the  Premises,  Landlord,  Tenant,  TI
Architect, Architect, and General Contractor shall perform a walk through of the
Premises to inspect the  Landlord's  Work and Tenant  Improvements  completed to
date and shall  prepare a  "punch-list"  specifying  any items  which need to be
completed and/or corrected (the "Punch List"). The Punch List shall be developed
after a systems  demonstration  and  inspection  of the Premises by Landlord and
Tenant.  Immediately prior to Substantial Completion (and prior to Tenant taking
occupancy),  the same parties shall perform a second  inspection for the purpose
of updating the Punch List to add to it items which need to be completed  and/or
corrected which relate to portions of the Work which were not yet completed when
the initial Punch List was prepared.  Landlord shall promptly cause all items on
the Punch  List to be  completed  and/or  corrected.  Within ten (10) days after
completion  of all of the Punch List work, a final  inspection  shall be made of
the Punch List items to determine whether such items have been completed.

      6. Payment for Tenant Improvements.

            (a)  Landlord  shall  pay  for  the   construction   of  the  Tenant
Improvements up to a maximum of $22,655.00, including design costs, construction
costs, permit fees and Washington State sales tax or other applicable taxes, but
excluding  Tenant's  furniture,  fixtures  and  equipment  (including  cabling);
provided, however, any increased costs incurred by Landlord for the installation
of the Tenant  Improvements  which  result from Tenant  requested  changes to or
variations from the Final Space Plan and the Tenant Improvement  Standards shall
be at the sole  cost and  expense  of  Tenant  and  shall be paid by  Tenant  to
Landlord upon demand.

      7. Additional Work.

                  (a) Any changes to the Tenant  Improvements shown in the Final
Space Plan  requested  by the  Tenant  ("Additional  Work")  shall be subject to
Landlord's prior approval and shall, upon approval by Landlord,  be incorporated
into the Construction Documents by Landlord's architect at Tenant's


                                       3
<PAGE>

cost. Thereafter, Landlord shall submit to Tenant a written cost estimate of the
Additional  Work,  all of which shall be  completed  at  Tenant's  sole cost and
expense,  including costs  associated  with: (i)  construction of the Additional
Work;  (ii)  required  permits,   governmental  fees,  and  inspections;   (iii)
Washington State sales tax; (iv) as-built record documentation; and (v) delay of
the Work  Schedule.  Upon written  approval  thereof by Tenant,  Landlord  shall
authorize the Contractor, and/or vendor to proceed with the Additional Work, and
to  submit  actual  costs by  Change  Order  to the  construction  contract  for
invoicing  to Tenant.  Failure by Tenant to approve  the cost  estimate  or Work
Schedule within (5) days receipt thereof shall be deemed a withdrawal of request
and  Contractor  shall  proceed with the Work as defined in the Lease.  Under no
circumstances  shall  the  Commencement  Date  change  as a result  of  Tenant's
Additional Work.

            (b) Tenant shall pay to Landlord a fee for overhead and coordination
of the  Additional  Work equal to four  percent  (4%) of the gross  value of the
Additional Work.

            (c) All Additional Work referred to herein above shall be subject to
Landlord's  approval,   which  approval  shall  not  be  unreasonably  withheld,
unreasonably conditioned or delayed.

      8. Substantial Completion.

            (a) Definition of Substantial Completion.  Subject to the provisions
of subsection 8(b) below,  the terms  "Substantial  Completion,"  "Substantially
Complete"  and  words  of  similar  import  as  used  herein,   shall  mean  the
availability of the Premises for  uninterrupted  use and occupancy by Tenant and
the  following  shall  have  occurred:   (a)  Landlord's  Work  and  the  Tenant
Improvements  shall  have been  completed,  except  for  minor or  insubstantial
details  of   construction,   mechanical   adjustments  or  finishing   touch-up
("punchlist  items"),  and  shall  have  been  inspected  and  approved  by  the
appropriate  authorities  and a  temporary  certificate  of  occupancy  has been
issued; (b) mechanical,  plumbing,  electrical,  conveying and sprinkler systems
shall have been completed such that the  appropriate  services to be rendered by
such  systems  can  be and  are  being  supplied  and  such  systems  are  fully
operational; and (c) the entrance, lobby, elevators and hallways of the Building
shall have been  completed so that Tenant,  its  employees,  agents and invitees
have ready  access to the  Premises  and the means of ingress and egress are not
interfered with by any scaffolding, building materials, or other articles.

            (b) Tenant Delay.  Notwithstanding  the provisions of Paragraph 8(a)
above, if there is a delay in Substantial Completion as a result of:

                  i)  Tenant's  failure  to approve  any item or to perform  any
other obligation by the date specified in this Work Letter;

                  ii)  Tenant's  request  for  Additional  Work  (whether or not
agreeable  to  Landlord) to the extent such delay is agreed upon by Tenant after
notice from Landlord of the extent of the anticipated  delay, which notice shall
be given after Tenant requests any Additional Work; or

                  iii)  The  access  by  Tenant,  its  agents,   architects,  or
contractors, to any parts of the Building during construction; or

                  iv) Upgrades or  modifications  to the initial  Building Shell
Improvements  either  requested  by Tenant or  required in  connection  with the
construction  of the Tenant  Improvements  provided  that  Tenant  approved  the
upgrades or modifications  after receiving notice of the anticipated  delay as a
result thereof.

Such a delay (defined as a "Tenant Delay") shall cause the Commencement  Date to
accelerate  by the number of days  delayed from the date the  Commencement  Date
would otherwise have occurred.


                                       4
<PAGE>

      9. ADA Compliance.

            (a) Landlord represents and warrants that the parking facilities and
all exterior improvements, walkways, doors, doorways, lobbies, elevators, toilet
rooms and other common and public  facilities  designed by Landlord  will comply
with the  Americans  with  Disabilities  Act (ADA) and any state or local law of
similar  purpose  in place at the time the  Building  shell and core and  tenant
improvements are permitted and shall defend,  indemnify and hold Tenant harmless
against any claim,  cost or expense arising out of such warranty not being true.
Promptly  following  written  notice from  Tenant,  Landlord  shall  perform any
remedial work required as a result of the foregoing warranty being untrue.

            (b) The Tenant  shall  determine,  provide  and be  responsible  for
reasonable  accommodation  to persons with  disabilities  within the Premises in
accordance with the Americans with Disabilities Act (ADA) Title I, "Employment".

            10.  Cooperation.  The parties  agree to use their  reasonable  best
efforts  to  cause  each of  their  respective  consultants,  architects  and/or
engineers  to  cooperate  with one another so that the Tenant  Improvements  are
promptly,  diligently and  efficiently  constructed in accordance  with the Work
Schedule.


                                       5
<PAGE>

                                    EXHIBIT D

                              RULES AND REGULATIONS

1. The sidewalks, halls, passages, elevators,  stairways, exits and entrances of
the  Building  shall not be  obstructed  by Tenant or used by it for any purpose
other than for ingress and egress from the Premises. The halls, passages, exits,
entrances, elevators, retail arcade, escalators, balconies and stairways are not
for the use of the general  public,  and Landlord  shall in all cases retain the
right to control and prevent access to those areas by all persons whose presence
in the  judgment  of Landlord  would be  prejudicial  to the safety,  character,
reputation and interests of the Building and its tenants,  provided that nothing
in this Lease shall be construed  to prevent  access to persons with whom Tenant
normally deals in the ordinary course of its business,  unless those persons are
engaged  in  illegal  activities.  Tenant  shall  not go  upon  the  roof of the
Building.

2. The Premises shall not be used for lodging or sleeping. Unless ancillary to a
restaurant or other food service use specifically  authorized in Tenant's Lease,
no cooking shall be done or permitted by Tenant on the Premises, except that the
preparation  of hot  beverages  and use of  microwave  ovens for  Tenant and its
employees shall be permitted.

3. Landlord shall clean the leased  Premises in manner  reasonably  standard and
consistent with the Building as a first class building in downtown Bellevue, and
except with the written  consent of  Landlord,  no person or persons  other than
those  approved by Landlord  will be  permitted  to enter the  Building for such
purpose, but Tenant shall have the right to have an employee on the Premises for
special  and/or  extraordinary  cleaning  as desired  by Tenant and at  Tenant's
expense.  Tenant  shall  not  cause  unnecessary  labor by  reason  of  Tenant's
carelessness and indifference in the preservation of good order and cleanliness.

4. Tenant  shall not alter any lock or install a new or  additional  lock or any
bolt on any door of the Premises without furnishing  Landlord with a key for any
lock and obtaining Landlord's prior permission.  Tenant, upon the termination of
its tenancy,  shall deliver to Landlord all keys and/or  security cards to doors
in the Building and the Premises that shall have been furnished to Tenant and in
the event of loss of any keys  and/or  security  cards so  furnished,  shall pay
Landlord  for the lost keys  and/or  security  cards and  changing of locks as a
result of such loss.

5. The  freight  elevator  shall be  available  for use by  Tenant,  subject  to
reasonable  scheduling as Landlord shall deem appropriate.  The persons employed
by Tenant to move  equipment  or other items in or out of the  Building  must be
acceptable to Landlord.  Landlord  shall have the right to prescribe the weight,
size and  position of all  equipment,  materials,  supplies,  furniture or other
property brought into the Building.  No safes or other objects larger or heavier
than the freight  elevator of the  Building is limited to carry shall be brought
into or installed on the Premises  without  Landlord's  prior  written  consent.
Heavy objects shall, if considered  necessary by Landlord,  stand on wood strips
of thickness as is necessary to properly distribute the weight of those objects.
Landlord will not be responsible  for loss of or damage to any property from any
cause,  and all damage done to the  Building by moving or  maintaining  Tenant's
property shall be repaired at the expense of Tenant. The moving of heavy objects
shall  occur only  between  those  hours as may be  designated  by and only upon
written notice to Landlord and the persons  employed to move heavy objects in or
out of the Building must be acceptable to Landlord.


                                       1
<PAGE>

6. Tenant shall not use or keep in the  Premises or the  Building any  kerosene,
gasoline or  flammable  or  combustible  fluid or materials or use any method of
heating or air conditioning  other than that supplied by Landlord.  Tenant shall
not sweep or throw or permit to be swept or thrown from the  Premises any debris
or other  substance  into any of the  corridors,  halls or lobbies or out of the
doors or windows or into the stairways of the Building and Tenant shall not use,
keep or permit to be used or kept any foul or noxious  gas or  substance  in the
Premises.  Tenant  shall not use,  keep or permit or suffer the  Premises  to be
occupied or used in a manner  offensive  or  objectionable  to Landlord or other
occupants  of the  Building  by reason of noise,  odors  and/or  vibrations,  or
interfere  in any way  with  other  tenants  or  those  having  business  in the
Building.

7. During  non-business hours and on holidays access to the Building,  or to the
halls,  corridors or  stairways  in the  Building,  or to the  Premises,  may be
refused unless the person seeking access is known to the Building and has a pass
or is properly  identified.  Landlord shall in no case be liable for damages for
the admission to or exclusion  from the Building of any person whom Landlord has
the right to exclude under Rule 1 above. In case of invasion,  mob, riot, public
excitement or other circumstances  rendering that action advisable in Landlord's
opinion,  Landlord  reserves the right to prevent access to the Building  during
the  continuance of that activity by taking those actions that Landlord may deem
appropriate, including closing entrances to the Building.

8.  Tenant  shall see that the doors of the  Premises  are closed  and  securely
locked when Tenant's employees leave the Premises, after hours.

9. The toilet rooms, toilets,  urinals, wash bowls and other apparatus shall not
be used for any  purpose  other  than that for which they were  constructed,  no
foreign  substance of any kind whatsoever shall be deposited in any of them, and
any damage resulting to them from Tenant's misuse shall be paid for by Tenant.

10. Except with the prior written consent of Landlord, Tenant shall not sell, or
permit the sale from the Premises of newspapers, magazines, periodicals, theater
tickets or any other goods,  merchandise or service,  nor shall Tenant carry on,
or permit or allow any employee or other person to carry on, business in or from
the Premises for the service or  accommodation of occupants of any other portion
of the Building,  nor shall the Premises be used for  manufacturing of any kind,
or for any  business or activity  other than that  specifically  provided for in
Tenant's  Lease. No Tenant shall obtain for use upon the Premises ice, towel and
other similar  services,  or accept barbering or shoe polishing  services in the
Premises,  except from  persons  authorized  by Landlord  and at hours and under
regulations fixed by Landlord.

11. Tenant shall not install any radio or  television  antenna,  loudspeaker  or
other device on the roof or exterior walls of the Building.

12.  Tenant shall not use in any space,  or in the Common Areas of the Building,
any handtrucks  except those equipped with rubber tires and side guards or other
material  handling  equipment as Landlord may approve.  No other vehicles of any
kind  shall be  brought  by  Tenant  into the  Building  or kept in or about the
Premises.  All mail  carts  shall be  equipped  with  rubber  guards to  protect
elevators, doors and hallways.

13. No sign,  advertisement  or notice visible from the exterior of the Premises
shall be inscribed,  painted or affixed by Tenant on any part of the Building or
the Premises  without the prior written  consent of Landlord.  If Landlord shall
have consented at anytime,  whether before or after the execution of this Lease,
that  consent  shall in no way  operate  as a waiver  or  release  of any of the
provisions of this Rule 13


                                       2
<PAGE>

or of this  Lease,  and shall be deemed to relate only to the  particular  sign,
advertisement  or notice so  consented to by Landlord and shall not be construed
as dispensing  with the necessity of obtaining the specific  written  consent of
Landlord with respect to each and every such sign, advertisement or notice other
than the  particular  sign,  advertisement  or  notice,  as the case may be,  so
consented to by Landlord.

14.  Except as shown in the design plan approved by Landlord,  the sashes,  sash
doors,  windows,  glass  relights,  and any lights or skylights  that reflect or
admit light into the halls or other places of the Building  shall not be covered
or obstructed  and, there shall be no hanging plants or other similar objects in
the  immediate  vicinity of the windows or placed upon the window  sills or hung
from the window heads.

15. No tenant shall lay linoleum or other similar  floor  covering so that it is
affixed to the floor of the Premises in any manner  except by a paste,  or other
material  which may easily be  removed  with  water,  the use of cement or other
similar adhesive  materials being expressly  prohibited.  The method of affixing
any linoleum or other similar floor covering to the floor, as well as the method
of  affixing  carpets or rugs to the  Premises,  shall be subject to approval by
Landlord. The expense of repairing any damage resulting from a violation of this
Rule 15 shall  be borne by the  Tenant  by  whom,  or by whose  agents,  clerks,
employees or visitors, the damage shall have been caused.

16. All loading, unloading, and delivery of merchandise, supplies, materials and
furniture to the Premises shall be made during reasonable hours and in entryways
and elevators as Landlord shall  designate.  In its use of the building  loading
dock,  Tenant shall not obstruct or permit the obstruction of loading areas, and
at no time shall  Tenant park  vehicles in the loading  areas except for loading
and unloading.

17. Canvassing,  soliciting,  peddling or distribution of handbills or any other
written  material in the Building is  prohibited  and Tenant shall  cooperate to
prevent these activities.

18.  Tenant  shall not  permit  the use or the  operation  of any coin  operated
machines on the Premises, including, without limitation, vending machines, video
games, pinball machines,  or pay telephones without the prior written consent of
Landlord.

19.  Landlord  may  direct  the  use of all  pest  extermination  and  scavenger
contractors  through-out  the Building  and/or Premises at intervals as Landlord
may require.

20. If Tenant desires telephone or telegraph  connections,  Landlord will direct
service  technicians  as to where  and how the wires  are to be  introduced.  No
boring or cutting for wires or otherwise  shall be made without  directions  and
prior approval from Landlord.

21. Tenant shall immediately, upon request from Landlord (which request need not
be in  writing),  reduce its  lighting in the  Premises  for  temporary  periods
designated  by  Landlord,  when  required  in  Landlord's  judgment  to  prevent
overloads of mechanical or electrical systems of the Building.

22. Landlord reserves the right to select the name of the Building and to change
the name as it may deem  appropriate  from time to time,  and  Tenant  shall not
refer to the  Building  by any name other  than:  (a) the names as  selected  by
Landlord  (as that name may be  changed  from time to time),  or (b) the  postal
address,  approved by the United  States Post  Office.  Tenant shall not use the
name of the Building in any respect other than as an address of its operation in
the Building without the prior written consent of Landlord.


                                       3
<PAGE>

23. The  requirements  of Tenant will be attended  to only upon  application  by
telephone  or in person at the  office of the  Building  manager.  Employees  of
Landlord  shall not  perform any work or do  anything  outside of their  regular
duties unless under special instruction from Landlord.

24.  Landlord  may waive any one or more of the  Rules and  Regulations  for the
benefit of any particular tenant or tenants,  but no waiver by Landlord shall be
construed as a waiver of the Rules and  Regulations in favor of any other tenant
or  tenants,  nor  prevent  Landlord  from  thereafter  enforcing  any Rules and
Regulations against any or all of the tenants in the Building.

25.  Wherever the word  "Tenant"  occurs in these Rules and  Regulations,  it is
understood  and  agreed  that  it  shall  mean  Tenant's  assigns,   subtenants,
associates, agents, clerks, employees and visitors. Wherever the word "Landlord"
occurs in these Rules and Regulations, it is understood and agreed that it shall
mean Landlord's assigns, agents, clerks, employees and visitors.

26. These Rules and  Regulations  are in addition to, and shall not be construed
in any way to modify,  alter or amend,  in whole or part, the terms,  covenants,
agreements and conditions of any Lease of Premises in the Building.

27. Landlord  reserves the right to make additional  rules and regulations as in
its  judgment  may  from  time to time  be  needed  for  the  safety,  care  and
cleanliness of the Building, and for the preservation of good order therein.


                                       4
<PAGE>

                                    EXHIBIT E

                                    Deleted.


                                       1
<PAGE>

                                    EXHIBIT F

                              ESTOPPEL CERTIFICATE

                                     (FORM)

____________________________________
____________________________________
____________________________________ (the
"Agent"), for itself and as agent
for certain lenders ("Lenders")

BTC SEATTLE LLC, a
Delaware limited liability company
 ("Landlord")

                       OFFICE TENANT ESTOPPEL CERTIFICATE

         Re: Lease Dated:              ________________________________
             Commencement Date:        ________________________________
             Termination Date:         ________________________________
             Landlord:                 ________________________________
             Tenant:                   ________________________________
             Premises:                 Approximately  ____ sq.  ft.  located  at
                                       Suite  ____,  Two Newport, _________,
                                       Bellevue, Washington ("Premises")

            Tenant  under  the   above-described   lease  (the  "Lease")  hereby
certifies to Agent and to Landlord as follows:

1.  Attached  hereto is a true,  correct  and  complete  copy of the Lease,  the
Premises  of which  are more  particularly  described  in the  Lease.  The Lease
represents  the entire  agreement  between the parties as to the Premises and is
now in full force and effect.  All  provisions  of the Lease and the  amendments
thereto (if any) referred to above are hereby ratified.

2. The term of the Lease commenced on _________________, 200_. Rent commenced to
accrue on _____________________, 200_.

3.   Tenant   entered   into   occupancy   of   the   Premises   on   or   about
________________________, 200_. Tenant opened for business at the Premises on or
about ____________________, 200_.

4. The initial  term of the Lease shall expire on  _____________________,  200_,
with    _______________    (_____)   renewal    option(s)   of   a   period   of
_____________________ (_____) years each.

5. The Lease has not been amended, modified, supplemented,  extended, renewed or
assigned, except as follows: ___________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                               (if none, so state)


                                        1
<PAGE>

6. All  conditions  of the Lease to be  performed  by  Landlord  thereunder  and
necessary  to the  enforceability  of the Lease have been  satisfied,  except as
follows: _______________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
                               (if none, so state)

7. Tenant  acknowledges  that the Lease has been (or will be) assigned to Agent.
Tenant  has not  received  any notice of any other  sale,  pledge,  transfer  or
assignment of the Lease or of the rentals thereunder by Landlord.

8. The amount of fixed monthly rent is currently $_________________.

9.  The  amount  of the  security  deposit  (if  any)  deposited  by  Tenant  is
$______________. No other security deposits have been made.

10. Tenant is paying the full rental under the Lease, which rental has been paid
in full as of the date hereof.  No rental under the Lease has been paid for more
than thirty (30) days in advance of its due date.

11. There are no defaults on the part of Landlord under the Lease, and there are
no events currently  existing (or with the passage of time,  giving of notice or
both, would exist) which give Tenant the right to cancel or terminate the Lease.

12.  Tenant has no defense as to its  obligations  under the Lease and claims no
setoff or counterclaim against Landlord.

13.  Tenant  has no right to any  concession  (rental or  otherwise)  or similar
compensation  in  connection  with  renting  the  space it  occupies,  except as
provided in the Lease.

14. There are no actions,  whether  voluntary or otherwise,  pending against the
undersigned or any guarantor of Tenant's obligations under the Lease pursuant to
the bankruptcy or insolvency laws of the United States or any state thereof.

15. Tenant  represents and warrants that it has not used,  generated,  released,
discharged,  stored or disposed of any hazardous  waste,  hazardous  substances,
toxic waste,  toxic substances or related  materials  (collectively,  "Hazardous
Materials")  on, under,  in or about the Premises,  or transported any Hazardous
Materials to or from the Premises,  other than  Hazardous  Materials used in the
ordinary and commercially  reasonable  course of Tenant's business in compliance
with all applicable laws.

16. Tenant acknowledges that the present Landlord of the Premises is BTC SEATTLE
LLC, the owner of the property which includes the Premises.

17. Tenant's address for notices under the terms of the Lease is: ______________
________________________________________________________________________________
________________________________________________________________________________

18. Tenant  acknowledges  that Landlord is relying on the  representations  made
herein.

                                        2
<PAGE>

19.  Tenant  acknowledges  that  Lenders  intend  to  continue  to  finance  the
indebtedness of Landlord or its partners, to be secured by the property of which
the Premises are a part, that Landlord intends to collaterally  assign the Lease
to Agent in connection  with such  financing,  and that Lenders are relying upon
the representations made herein.

20.  Tenant  confirms  that Landlord  continues to be the  "Landlord"  under the
Lease. Tenant will continue to pay all rents and other amounts due thereunder to
Landlord in accordance with notices delivered or to be delivered by Landlord.

      DATED: _______________________, 2000__.

                    TENANT:                   _________________________________,
                                              a _______________________________

                                              By ______________________________
                                                   Its ________________________

ACCEPTED AND AGREED THIS
________ day of ____________, 200___.

LANDLORD:

BTC SEATTLE LLC, a
Delaware limited liability company

By ________________________________
   Gary J. Carpenter
   Authorized Agent

Exhibit A - Lease


                                       3
<PAGE>

                                    EXHIBIT G

                             SUBORDINATION AGREEMENT

                                     (FORM)

                           SUBORDINATION, ATTORNMENT,
                      NOTICE AND NON-DISTURBANCE AGREEMENT

      THIS AGREEMENT is made as of the _____ day of ______________, 200_, by and
between     ____________________________________________     ("Tenant"),     and
___________________________  (the  "Agent"),  for itself and as agent of certain
lenders ("Lenders").

                                R E C I T A L S:

A. Tenant  entered into a certain  lease (the  "Lease"),  dated the _____ day of
_________________,  200_,  with BTC SEATTLE  LLC, a Delaware  limited  liability
company  ("Landlord"),  pertaining to certain  improvements (the "Improvements")
constructed on land located in King County,  Washington,  described on Exhibit A
(the land and the improvements are hereafter called "the Project").

B. Lenders  continue to provide  financing  (the "Loans")  which is secured by a
Deed of Trust, Security Agreement and Financing Statement from Landlord recorded
in the records of King  County,  Washington,  creating a valid first lien on the
Project  and a  valid  Deed  of  Trust  (the  Deed of  Trust  and all  renewals,
modifications,  substitutions,  extensions and replacements  thereof,  including
increases in the indebtedness secured thereby, are hereafter collectively called
the "Deed of Trust").

C. Lenders have  required that Tenant  subordinate  its interest in the Lease to
the Deed of Trust and agree to attorn to Lenders as a condition precedent to the
making of the Loans.

      NOW,  THEREFORE,  in  consideration  of the foregoing facts and the mutual
covenants  set  forth  herein,   Tenant  and  Agent  hereby  agree  as  follows,
notwithstanding anything contained in the Lease to the contrary;

            1. Tenant agrees that the Lease and the rights of Tenant  thereunder
are and  shall  remain  subordinate  to the  Deed  of  Trust  and all  renewals,
extensions, and modifications thereof.

            2. Lenders agree that they will not disturb the possession of Tenant
under the Lease upon any  judicial  or  nonjudicial  foreclosure  of the Deed of
Trust,  or upon acquiring title to the Project by deed in lieu of foreclosure if
Tenant is not then in default  under the Lease or  hereunder,  and agree further
that, so long as Tenant is not in default under the Lease or hereunder,  Lenders
thereafter  will (a) accept the attornment of Tenant,  (b) recognize all renewal
rights set forth in the Lease,  and (c) undertake and perform all obligations as
Landlord under the Lease.

            3. In the event of the foreclosure of the Deed of Trust,  judicially
or  nonjudicially,  or if title to the  Project is  conveyed  by deed in lieu of
foreclosure,  Tenant  agrees to attorn to and  accept  the  purchaser(s)  at the
foreclosure sale(s) conducted pursuant to the Deed of Trust or the grantee(s) in
such  deed(s)  in lieu of  foreclosure  and his or its (or their)  heirs,  legal
representatives,  successors  and  assigns as  Landlord  under the Lease for the
balance then remaining of the term thereof, subject to all terms and


                                       1
<PAGE>

conditions  of the Lease;  provided,  however,  that in no event  shall any such
purchaser (or grantee) of the Project or the holder of the Deed of Trust be; (i)
liable for  obligations  or acts of Landlord  occurring or arising  prior to the
date of such  foreclosure  or deed on lieu of  foreclosure,  (ii) liable for any
rent paid in advance by Tenant for any period  beyond the month in which  Lender
succeeds  to the  interest  of Borrower  under the Lease,  (iii)  subject to any
offsets or defenses which Tenant may have against any prior Landlord, except for
on-going  non-monetary  obligations of the Landlord under this Lease, (iv) bound
by any  previous  amendment  or  modification  of the  Lease  or any  waiver  or
forbearance by Landlord unless the same was approved in writing by Lender.

            4. Tenant agrees that with respect to any written notice required to
be given to Landlord  under the Lease,  a copy of such notice shall be delivered
to Agent.  Tenant also agrees to give Agent  notice of each  default of Landlord
and any  successor  landlord  under the Lease and thirty  (30) days to cure such
default  prior to the  exercise by Tenant of any right to  terminate  the Lease;
provided  that,  if such  default is of a nature that it is not capable of being
cured  within a 30-day  period,  Tenant  shall not  exercise  any such  right to
terminate the Lease if Agent is diligently pursuing such cure. With respect to a
default which is personal to Landlord such as bankruptcy and thus not capable of
being cured by Agent or a default  which is not  capable of being cured  without
possession  of the Project,  Agent shall be deemed to be curing such default if,
within such 30-day period,  Agent commences and thereafter  pursues  (subject to
any judicial stays,  injunctions,  or other delays) foreclosure proceedings with
respect to the Project.

            5. Any notice required or permitted to be delivered  hereunder shall
be deemed to be delivered,  whether actually  received or not, when deposited in
the United States Mail,  postage prepaid,  registered or certified mail,  return
receipt requested,  addressed to the parties hereto at the respective  addresses
set out  opposite  their  names  below,  or such  other  addresses  as they have
heretofore specified by written notice delivered in accordance herewith:

            Tenant:           __________________________________
                              __________________________________
                              __________________________________

            Agent:            __________________________________
                              __________________________________
                              __________________________________

            6.  Tenant  shall not pay  rental  under the Lease for more than one
month in advance.

            7.  Tenant  acknowledges  that as of the date of  execution  of this
Agreement,  there is no default by the Landlord under the terms of the Lease and
the Lease is in full force and effect.

            8. Nothing in this Agreement  shall be construed to require Agent to
see to the  application of the proceeds of the Loan, and Tenant's  agreement set
forth  herein  shall not be  impaired  on  account of any  modifications  of the
documents evidencing and securing the Loans.

            9. This  Agreement  shall be  binding  upon and  shall  inure to the
benefit of the parties hereto and to their successors and assigns.


                                       2
<PAGE>

            EXECUTED  as of the date set out  above and all  documents  attached
hereto will be effective on the date stated above.

                TENANT:                   ______________________________________
                                          a ____________________________________

                                          By: __________________________________
                                              Its:  ____________________________

                AGENT:                    ______________________________________

                                          By: __________________________________
                                              Its:  ____________________________

ACCEPTED AND AGREED THIS
______ day of _______________, 200__.

LANDLORD:

BTC SEATTLE LLC, a
Delaware limited liability company

By ________________________________
   Gary J. Carpenter
   Authorized Agent


Exhibit A - Legal Description

Add appropriate acknowledgments


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<PAGE>

                                    EXHIBIT H

                                PARKING AGREEMENT

Unless  terminated  as set  forth  herein,  so long as the  lease to which  this
Parking Agreement is attached  (hereinafter the "Lease") remains in effect,  and
so long as the Rules and  Regulations  adopted  by  Landlord  are not  violated,
Tenant hereby rents from Landlord,  and Landlord hereby rents to Tenant, for use
by  Tenant  or  Tenant's  employees  who  normally  occupy  the  Building,  on a
non-exclusive basis, the number of parking passes specified in the Lease Summary
at the rates set forth in the Lease Summary or, if no such rates are  specified,
at the current  monthly  market rate which shall be  established  by Landlord or
Landlord's Parking Operator  (hereinafter  "Operator") and adjusted from time to
time and  applicable  to  monthly  parking  passes at the  Project.  Tenant  may
validate visitor parking by such methods or methods as Operator may approve,  at
the  validation  rate and from  time to time  generally  applicable  to  visitor
parking.  Landlord  expressly  reserves the right to designate parking areas for
the Project and to modify and/or relocate the parking  structures and/or parking
areas. Tenant shall be responsible for paying rent on all parking passes for the
entire term of the Lease,  regardless  of whether or not all parking  passes are
utilized.

The following  Rules and  Regulations,  including  any sticker,  Secard or other
identification  system  (hereinafter  "Parking  Identification")  established by
Landlord or the  Operator,  are in effect until notice is given to Tenant of any
change. Landlord reserves the right to modify and/or adopt such other reasonable
and  non-discriminatory  Rules and Regulations for parking as it deems necessary
for the operation of the Project.  Provided that they are not inconsistent  with
the terms of this Lease,  Tenant shall also comply with any reasonable rules and
regulations  that may be  imposed  by  Landlord's  Operator  from  time to time.
Landlord may refuse to permit any person who violates the Rules and  Regulations
to park in the  Project  parking  areas,  and any  violation  of these Rules and
Regulations  may result,  in the operator's full  discretion,  in the violator's
vehicle being  barreled at a charge in an amount  established by Landlord or the
Operator and/or removed at the violator's expense. In either of said events, the
Parking  Identification  supplied by Landlord  may be  requested by Landlord and
must then be returned to Landlord.

                              RULES AND REGULATIONS

1.    Parking  hours  may be  posted at the  entrance  and exits of the  parking
      areas. Landlord reserves the right to adjust such hours.

2.    Vehicles must meet the height limits of all parking  structures  and shall
      be parked entirely within the stall lines painted on the ground.  Vehicles
      which do not meet the height limits or which do not fit within standard or
      compact sized parking  stalls shall be prohibited  and Landlord shall have
      no obligation to make special accommodations for such oversized vehicles.

3.    Monthly  parkers  may park in any open  space  not  designated  "visitor",
      "reserved", "handicapped" or "no parking".

4.    All directional signs and arrows must be observed.

5.    The speed limit shall be a maximum of 5 miles per hour.

6.    Parking is prohibited:

      a.    In areas not striped for parking;


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<PAGE>

      b.    In aisles;

      c.    Where "no parking" signs are posted;

      d.    In cross-hatched areas;

      e.    In  such  other  areas  as  may be  designated  by  Landlord  or the
            Operator;

      f.    In compact stalls by oversized vehicles.

7.    The Parking  Identification  supplied by  Landlord or the  Operator  shall
      remain the  property of  Landlord.  Such  Parking  Identification  must be
      displayed as requested and may not be mutilated in any manner.  The serial
      number  of the  Parking  Identification  may not be  obliterated.  Parking
      Identification may be transferable upon prior authorization by Landlord or
      the  Operator,  but any Parking  Identification  in the  possession  of an
      unauthorized holder will be void.

8.    The monthly rate for parking passes is payable in advance and must be paid
      on or  before  the  first  day  of  each  month.  Failure  to  do so  will
      automatically  cancel parking  privileges and a  reinstatement  fee may be
      charged.  No deductions  or allowances  from the monthly rate will be made
      for days the designated parker does not use the parking areas.

9.    Parking  managers or  attendants  are not  authorized to make or allow any
      exceptions to these Rules and Regulations.

10.   Every  designated  parker  is  required  to park  and  lock his or her own
      vehicle. All responsibility for damage to vehicles or persons while in the
      parking areas is assumed by the designated parker.

11.   Loss or theft of Parking  Identification from vehicles must be reported to
      the Operator immediately.

      a.    Any  Parking  Identification  reported  lost or stolen  found on any
            unauthorized  vehicle  will be  confiscated  and the holder  will be
            subject to prosecution.

      b.    Any Parking Identification found by the user must be reported to the
            Operator immediately to avoid confusion.

12.   Parking  passes are for the  express  purpose of parking  one  vehicle per
      space.  Washing,  waxing,  cleaning  or  servicing  of any  vehicle by the
      designated parker and/or his agents is prohibited.

13.   Parking shall be for standard  sized motor  vehicles  only.  Trailers,  or
      similar  transport  vehicles  designed to be towed by a motor vehicle,  or
      vehicles  which do not fit within a standard  sized parking stall shall be
      prohibited.

14.   The Operator  reserves the right to refuse the sale of monthly stickers or
      other Parking  Identification to any Tenant or person and/or his agents or
      representatives  who  willfully  refuse to comply with the above Rules and
      Regulations and all posted city, state or federal  ordinances,  or laws or
      agreements.

15.   Tenant shall acquaint all persons to whom Tenant assigns parking passes of
      these Rules and Regulations.


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<PAGE>

16.   Landlord  shall not be  responsible  for any  theft  and/or  vandalism  to
      designated  parker's  vehicle or its contents while in the Project parking
      areas.

17.   If a designated parker forgets Parking  Identification  and a daily ticket
      is pulled,  that ticket must be presented  for  validation to the Operator
      the same day prior to exiting the parking  area or  otherwise,  the posted
      daily parking rate will apply.

18.   Parking  privileges  shall be on an unassigned or executive valet basis as
      designated by the Operator.

Monthly  parking is  available  twenty-four  (24) hours,  seven (7) days a week.
Tenants and their visitors shall have priority use of all parking areas. Monthly
parking charges may be adjusted from time to time by Landlord.

Upon receipt of payment, a fully completed signed parking application,  and this
Agreement,   by  operator,   the  designated   parker  will  be  issued  Parking
Identification.  Only one  Parking  Identification  will be issued and it is the
responsibility of the designated  parker to transfer the Parking  Identification
if they  have more than one  vehicle.  Payment  of the  monthly  parking  is the
responsibility of the Tenant.  Parking access may be restricted depending on the
parking  area  selected.  Monthly  parkers  taking  tickets to gain  access to a
restricted  area will be responsible for payment of the posted parking rate upon
exiting.

Monthly  parking  fees are due and  payable  in  advance on the first day of the
month.  If the monthly  parking fee is not paid by the fifth  working day of the
month,  Operator  may  terminate  the monthly  parking  privileges  and have the
designated  parker's  Parking  Identification,  if applicable,  deleted from the
system,  denying access to the parking areas. If the fifth of the month falls on
a weekend or holiday, the next business day will apply.

MONTHLY PARKING IS PAYABLE WITHOUT THE SUBMISSION OF AN INVOICE OR STATEMENT AND
A REINSTATEMENT  FEE OF $15.00 WILL BE IMPOSED FOR PAYMENTS  RECEIVED AFTER 2:00
P.M. ON THE FIFTH WORKING DAY OF EACH MONTH.

There are no refunds granted for monthly parking for any reason.

Proration to one-half (1/2) month's monthly parking fee will be observed only
after the 16th day of each month.

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