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                                                                  Exhibit 10.14

                                      LEASE

         LEASE AGREEMENT ("LEASE") made as of the 21st day of January, 2000,
between Primestar Investment Corp., a Washington corporation ("LANDLORD"),
with an address at 2505 South 320th Street, Suite 101, Federal Way WA 98003;
and Freel Networks, Inc. a Washington corporation d/b/a freel.net ("TENANT")
with an address at 909 South 336th Street, Suite 110, Federal Way WA 98003 as
of the date of this Lease and at 2505 South 320th Street, Floors 2-6, Federal
Way WA 98003 as of February 1, 2000.

Landlord and Tenant agree that:

ARTICLE 1. LEASE SUMMARY:
The following summary of a limited number of the provisions of this Lease is
provided simply for convenient reference. This Lease must be reviewed carefully
in its entirety to ascertain the provisions of this Lease. In no event shall any
portion of this summary limit or affect the application of any other provision
of this Lease.

1.01. TERM: Five years.

1.02. OFFICE AREA: 63,729 square feet. The Office Area consists of: (i)
approximately 60,763 square feet of gross leasable floor area within the Office
(as such term is defined in Section 2.02 of this Lease); and (ii) a specially
allocated share of the square footage of the Common Area within the building(s)
in the Project.

1.03. MINIMUM RENT: $65,893.33 for the first calendar month for Floors 2, 4 and
6.

1.04. OPERATING EXPENSES: Tenant pays its Pro Rata Share of Operating Expense
Increases beginning on the first day of the 13th month in the term of this
Lease.

1.05. SECURITY DEPOSIT: $172,108.66

1.08. PREPAID MINIMUM RENT: $65,893.33, to be applied to payment of the first
month's Minimum Rent for Floors 2, 4 and 6.

ARTICLE 2. LEASE/USE OF OFFICE:

2.01. PROJECT DEFINED: "PROJECT" shall mean the land owned or leased by
Landlord, in the City of Federal Way, King County, Washington, currently
known as 2505 South 320th Street, Federal Way, Washington, and more
particularly described on EXHIBIT "A" of this

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Lease, the building(s) and improvement(s) located on the land, the fixtures
(excluding the tenants' trade fixtures), and all personal property located on
and used by the Landlord in the operation, maintenance, repair or replacement of
the building(s), improvement(s), fixtures and personal property. A site plan of
the Project showing its current configuration is annexed to this Lease as
EXHIBIT "B".

2.02. OFFICE DEFINED: "OFFICE' shall mean the part of the Project which is
leased to Tenant. The location of the Office is depicted on the floor plan
attached as EXHIBIT "C" to this Lease. The approximate dimensions of the Office
Floors are set forth in Exhibit "C" of this Lease. The Office does not include
any property not shown as part of the Office on Exhibit "C", including without
limitation intended: any basement, balcony or terrace; the land underneath the
Office; any demising or exterior wall except the interior surface; any area
more than ten feet above the finished floor of the Office; or any portion of the
Office consisting of slab, ceiling, roof, partition, duct, wall or otherwise not
open space of the Office, which is now or later reasonably required by Landlord
to install, maintain, repair or replace, pipes, conduits, lines and wires to
furnish utilities and other services to the Project.

2.03. LEASE: Landlord leases the Office to Tenant and Tenant hires and takes the
Office from Landlord, subject to and in accordance with all the provisions of
this Lease.

2.04. USE/TRADE NAME: Tenant shall use the Office:

(A) Solely as commercial offices. Without limiting the application of the
preceding sentence, Tenant shall not use the Office in any manner which would
(i) violate any prohibition, restriction or limitation in any instrument
presently encumbering the Project or (ii) any use which would materially
adversely affect the image of the Project as a wholesome place for families to
visit, including by way of example only, for the operation or to assist in the
operation of escort service, telephone sex service or internet pornography
service; or (iii) any display or depiction of graphic violence, nudity or sex.

(B) During the entire term of this Lease solely under the name freel.net;
provided, however, that after 30 days prior notice to Landlord, Tenant shall
have the right without Landlord's prior consent, to do business in the Office
under any other trade name specified in the notice.

ARTICLE 3. TERM:

The term of this Lease shall be for a period of five years (unless sooner
terminated in accordance with the provisions of this Lease). The term of this
Lease shall begin on February 1, 2000 ("COMMENCEMENT DATE"). The term of this
Lease shall end on the earlier of the following dates ("TERMINATION DATE"):
(i) fifth year anniversary of the Commencement Date; or (ii) the date the
term of this Lease is sooner terminated in accordance with the provisions of
this Lease. Tenant shall have the right beginning July 31, 2001 and ending
August 31, 2001, to give Landlord notice electing to terminate this Lease

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on the six month anniversary of the date the notice is given.

ARTICLE 4. VERIFICATION OF TERM, ETC.:

After the Commencement Date is determined at the request of either party
Landlord and Tenant shall promptly execute and acknowledge an agreement in the
form annexed as EXHIBIT "D" to this Lease.

ARTICLE 5. LANDLORD'S CONSTRUCTION:

5.01. IMPROVEMENTS DEFINED: "IMPROVEMENTS" shall mean all tangible property
which is not land, currency, commercial paper, or inventory. Improvements
include without limitation intended, all buildings, improvements, fixtures,
trade fixtures, equipment, furnishings, furniture, wall and floor coverings,
signs and decorations.

5.02. LANDLORD IMPROVEMENTS: Prior to the Commencement Date or as soon
thereafter as feasible, Landlord shall provide the Improvements ("LANDLORD
IMPROVEMENTS"), if any, which Landlord is obligated to construct or install
pursuant to the provisions of Section 6 in EXHIBIT "E" of this Lease. Landlord
Improvements shall be completed substantially in accordance with the applicable
provisions of Exhibit "E" and any work order signed by Landlord and Tenant. The
Office is an existing commercial office in an existing office building. Except
for any Landlord Improvements specified in Section 6 in Exhibit "E", the Office
is offered for lease in its current condition, "AS IS" with all existing faults
and defects, patent and latent. Except for any representations and warranties
specified in this Lease, Landlord makes no representations or warranties with
respect to the condition of the Office or the Project, express or implied and
hereby disclaims any representation or warranty which might be implied.

5.03. Intentionally Deleted.

5.04. READY FOR OCCUPANCY/WAIVER: The Office shall be deemed ready for
occupancy ("READY FOR OCCUPANCY") on the earlier of: (i) February 1, 2000; or
(ii) the date that the Landlord Improvements (but only those which can be
completed without the completion of any work which Tenant is obligated to
perform) are substantially completed. In the event Tenant takes possession of
the Office and fails to give Landlord prompt notice of any Landlord
Improvements which are improperly completed, Landlord shall be relieved of
any obligation to replace or repair such improperly completed Landlord
Improvements. If there is any delay in the completion of Landlord
Improvements as a result of any acts or omissions of Tenant, the Office shall
be deemed Ready for Occupancy on the date the Office would have been Ready
for Occupancy, but for such acts or omissions of Tenant.

5.05. OCCUPANCY IS EVIDENCE: If Tenant occupies the Office; then in any action
or proceeding it shall be presumed that the Office was on the date of occupancy
in good

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condition and repair and that Landlord fulfilled all of its obligations under
this Lease which were required to be fulfilled on or prior to the date of
Tenant's occupancy.

ARTICLE 6: TENANT'S CONSTRUCTION AND ALTERATIONS:

6.01. Within thirty (30) days after the date of this Lease, Tenant shall furnish
Landlord with Office design drawings. Within thirty (30) days after the date
Landlord gives notice of the Landlord's approval of such drawings, Tenant shall
furnish Landlord with detailed plans and specifications ("PROPOSED PLANS AND
SPECIFICATIONS") of the Improvements, if any, which Tenant is obligated to
construct or install pursuant to the provisions of Exhibit "E", and any other
Improvements Tenant may desire to construct or install ("TENANT IMPROVEMENTS").
Subject to and in accordance with the provisions of Exhibit "E", within fifteen
(15) days after the date Landlord gives notice of its approval of such plans and
specifications, Tenant shall commence construction of Tenant Improvements and
thereafter diligently and continuously pursue the completion of Tenant
Improvements. Landlord shall either approve or disapprove Tenant's Office design
drawings within five (5) days after receiving the same. In the event Landlord
disapproves the Office drawing designs or Proposed Plans and Specifications,
Landlord shall provide a written explanation of the reasons for its disapproval.
All re-submissions by Tenant office drawing designs and Proposed Plans and
Specifications shall be marked to show the changes made and reviewed by Landlord
within five (5) days.

6.02. OTHER IMPROVEMENTS: Tenant shall install or construct any Improvements and
other property necessary for the conduct of its business, which are not
specifically described in Section 6 of Exhibit "E" of this Lease.

6.03. LANDLORD'S CONSENT: Tenant shall not install or construct any
Improvements in the Office or the Project, nor make any alterations to the
Office, without obtaining the prior written consent of Landlord. However,
without Landlord's consent, Tenant shall have the right to make alterations
within the Office if: (i) the alterations will not: (a) be visible to anyone
from the exterior of the Office; nor (b) reduce the value of the Office; nor
(c) reduce the utility of the Office; nor (d) involve any structural
alteration or affect any structural component of the Office or the Project;
nor (e) affect or involve any utility system; and (ii) the total cost of all
alterations performed within a twelve (12) calendar month period does not
exceed $50,000.00 No request for Landlord's consent shall be made without
furnishing Landlord with detailed plans and specifications of the
Improvements and alterations.

6.04. BONDS: If this Lease obligates Tenant to provide or maintain a Security
Deposit, then Tenant shall not commence the installation or construction of
Tenant Improvements or any other Improvements or alterations, unless and until
Tenant furnishes Landlord with payment and performance bonds, in form, amount
and from surety acceptable to Landlord, naming Landlord and Tenant as the
co-insureds, and insuring that the proposed work will be completed free and
clear of any liens.

6.05. LIENS: Tenant shall not cause or permit the creation, existence, recording
or filing, of

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any mechanic's lien, materialman's lien or similar lien, arising out of the
performance of any labor or service or the provision of any material in
connection with the Office. Nor shall Tenant cause or permit the creation,
existence, recording or filing of any other lien, security interest or
encumbrance of any nature whatsoever, which may adversely affect or constitute a
breach by Landlord, or the holder of any deed of trust or mortgage, or the
landlord under any ground or other underlying lease encumbering the Project, or
any part thereof, under any such deed of trust, mortgage or lease.

ARTICLE 7. LANDLORD'S ARCHITECT/ENGINEER:

7.01. APPROVALS/DETERMINATIONS: Whenever any consent or approval may be sought
by Tenant for the installation or construction of any Tenant Improvements,
Improvements, or alterations; or any dispute may arise concerning the completion
of Landlord Improvements, or the physical damage of a Casualty or Condemnation
(as such terms are defined in Sections 15.01 and 16.01 of this Lease), or the
reconstruction of the Office after Casualty or Condemnation, in the sole
discretion of Landlord, the approval or consent shall be given or withheld
and/or such issue shall be determined by any registered architect or licensed
professional engineer (collectively "ARBITER") selected by Landlord. The Arbiter
need not be registered or licensed in the jurisdiction in which the Project is
located. The fees and expenses of the Arbiter shall be borne equally by Landlord
and Tenant. Tenant shall pay its share of such fees and expenses to Landlord or
its designee within ten days after demand by Landlord. The decision of the
Arbiter shall be Final and Binding (as such term is defined in Section 7.02
below).

7.02. FINAL AND BINDING DEFINED: "FINAL AND BINDING" shall mean a decision or
determination which (i) is not subject to any judicial review or appeal
whatsoever, other than by writ of certiorari or its equivalent, to determine if
the decision or determination was arbitrary or capricious or in violation of
Law, and (ii) shall be presumed correct in any action or proceeding.

ARTICLE 8. RENT PAYABLE TO LANDLORD:

8.01. GENERALLY: "RENT" shall mean all moneys which Tenant is obligated to
pay under the provisions of this Lease, regardless of their characterization,
including without limitation intended, Minimum Rent; Pro Rata Share of
Operating Expense Increases, liquidated damages, and attorneys' fees. All
Rent shall be paid in legal currency of the United States, to Landlord, or
its designee, at the address of Landlord set forth in the first paragraph of
this Lease, or any other place designated by Landlord, without offset or
reduction on account of any claim whatsoever. Landlord may require the
payment of Rent by electronic funds transfer by giving Tenant sixty (60) days
prior notice specifying how the transfers will be made and requesting Tenant
provide specific information to effect the automatic monthly electronic
transfer of funds to Landlord's designated account. Tenant shall provide the
requested information within thirty (30) days after Landlord's request.

8.02. MINIMUM RENT:

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(A) Beginning on the Commencement Date and continuing through and including
the Termination Date, Tenant shall pay Minimum Rent (as such term is defined
in Section 8.02 (B) of this Article), in advance, on the first day of each
calendar month during the term of this Lease. Each payment of Minimum Rent
shall be made without prior notice of or demand for payment. In the event the
Commencement Date or Termination Date is not the first day of a calendar
month, the Minimum Rent for such calendar month shall be prorated on a per
diem basis.

(B) "MINIMUM RENT" for each month during the term of this Lease shall be the
following amounts:

<TABLE>
<CAPTION>

Floor                             Minimum Rent
----------------------------------------------
<S>                               <C>
2, 4 and 6                        $65,893.33 per month ("A RENT")
2,3,4 and 6                       $86,998.33 per month ("B RENT")
2 through 6                       $106,215.33 per month ("C RENT")

</TABLE>


         (i) A Rent shall be payable only for so long as Tenant occupies only
Floors 2, 4 and 6. Tenant shall have the right to install equipment and switches
on Floors 3 and 5 and/or locate employees on Floor 5 at any time during the term
of this Lease. As soon as any equipment or switch is installed in any room on
Floor 3, Tenant shall commence payment of additional Minimum Rent for each
room(s) and/or open floor area in which equipment is installed, calculated at
the rate of $20.00 per annum for each gross leasable square foot of floor area.
As soon as either (a) rooms and/or open floor area on Floor 5 containing more
than one-half of the gross leasable area on Floor 5 are occupied by equipment
and/or employees, or (b) rooms and/or open floor area on Floor 5 are occupied by
equipment and/or employees for more than five weeks, whichever event shall occur
earlier, Tenant shall commence payment of additional Minimum Rent for each
room(s) and/or open area in which an employee is stationed or equipment is
maintained, calculated at the rate of $20.00 per annum for each gross leasable
square foot of floor area

         (ii) B Rent shall be payable on the earlier of: (i) the date Tenant
occupies Floor 3 or any part thereof except for mere installation and
maintenance of equipment or switches as provided in the preceding subsection
(i), or (ii) May 1, 2000.

         (iii) C Rent shall be payable commencing on the earlier of (a) the
date Tenant occupies Floor 5 or any part thereof, except as otherwise provided
for in the preceding subsection (i); or (b) August 1, 2000.

Despite any other provision of this Section B to the contrary, the Minimum Rent
shall be increased on the first day of the 13th month during the Lease term and
on each one year anniversary thereof ("CPI ADJUSTMENT DATE"), to reflect any
Consumer Nice Increase.


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"CONSUMER PRICE INDEX INCREASE" shall mean an increase in Rent made in
proportion to any decrease, but not any increase in the purchasing power of the
United States dollar, by reference to the Consumer Price Index-
Seattle-Tacoma-Bremerton WA - All Items - (1982-84=100) (the "PRICE INDEX")
published by the Bureau of Labor Statistics of the U.S. Department of Labor, or
a successor or substitute index selected by Landlord and appropriately adjusted
by Landlord. A Consumer Price Index Increase shall be computed as follows:

         (i) The Price Index figure for the month of December during each year
shall be compared to the Price Index figure for the month of December in the
immediately preceding calendar year, and the applicable Rent shall be increased,
if at all, for the 12 months immediately following the applicable CPI Adjustment
Date by an amount equal to the percentage increase (rounded off to the nearest
whole percent) between the Price Index figure for the month of December in the
immediately preceding calendar year, and the Price Index figure for the month of
December in the current Lease Year, multiplied by the applicable Rent payable
during the current calendar year (and in the event the Rent for the current
calendar year was reduced or abated for any reason or the Lease term did not
begin on January 1st of then current calendar year; then nevertheless for the
purposes of this section (i), the applicable Rent payable for the current
calendar year shall be deemed payable in full for a complete calendar year.

         (ii) By way of example only: Assuming that the Commencement Date of
this Lease was June 1, 1994; the Minimum Rent for the first 12 months of the
Lease term were $100.00 per month; the Price Index figure for the month of
December, 1993 was 300; and the Price Index figure for the month of December,
1994 was 315.2; the Minimum Rent for the 12 months immediately following the
first CPI Adjustment Date (June 1, 1995) would be increased as follows: the
percentage of increase of the Price Index figure for December, 1994 (315.2)
above the Price Index figure for December, 1993 (300), would be five percent
(5.00%) (rounded off to the nearest whole percent). The Minimum Rent for the
first calendar year (1994) is deemed to be $1,200.00 (even though the Minimum
Rent payable during the 1994 calendar year were actually only $700.00);
multiplied by five percent (5.00%), the Minimum Rent for the 12 months
immediately following the first CPI Adjustment Date (June 1, 1995) would be
$1,260.00.

(C) LEASE YEAR shall mean a period of 12 consecutive calendar months. However,
the first and last Lease Year may be less than 12 complete calendar months. The
first Lease Year shall begin on the Commencement Date and end on the 31st day of
December in the same calendar year that the term of this Lease begins. Each
succeeding Lease Year shall begin on the first day of January and end on the
31st day of December. If the Termination Date is a date other than the 31st day
of December, the last Lease Year shall be less than 12 complete calendar months.

8.03. PRO RATA SHARE:

(A) "PRO RATA SHARE" shall mean a fraction, with the Office Area as the
numerator and the Project Area (as such term is defined in Section 8.03(C) of
this Lease) as the

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denominator.

(B) The dimensions and square footage of the gross leasable floor area within
the Office were determined by measuring from the center of demising walls,
except where the wall is an end or exterior wall, in which case the measurement
was made to the exterior side of the wall), Without any deduction for any area
within the Office, including by way of example only: elevator shafts, columns,
stairs, fire escapes, lobbies, electric or other utility closets, rest rooms,
hallways.

(C) "PROJECT AREA" shall mean the square footage of the gross leasable floor
area within the building(s) within the Project, but excluding: (i) any parking
garages or other free-standing structures designed for parking vehicles, and
(ii) all Common Area. The Project Area as of the date of this Lease is
approximately 74,645 square feet.

8.04. REAL ESTATE TAXES

(A) "REAL ESTATE TAXES" shall mean real estate taxes and assessments of every
nature whatsoever (including without limitation intended, ordinary,
extraordinary, general and special), levied, assessed or imposed upon the
Project or any part thereof, or which becomes a lien against the Project or
any part thereof. Real Estate Taxes include without limitation intended (i)
all assessments and charges imposed by any Government (as such term is
defined in Section 8.04(B) of this Lease), or pursuant to any Law whatsoever;
and (ii) any tax, regardless of its characterization, which may be levied or
imposed upon Landlord or the Rent, in lieu of, or in addition to any other
tax which would otherwise constitute Real Estate Taxes. In the case of
assessments which can be paid in installments without the imposition of any
penalty, only the installments (together with any interest payable by reason
of payment in installments) which accrue during the Lease term shall be
included in Real Estate Taxes. Real Estate Taxes shall not include: (i) any
assessments levied for either (a) any new construction in or expansion of the
Project, or (b) which are required for any new construction in or expansion
of the Project; and (ii) any transfer, inheritance, estate, income (subject
to Tenant's obligation to pay to Landlord the amount of any tax specifically
levied on the Rent), corporate or franchise tax. Within 20 days after a
request by Tenant, Landlord shall provide Tenant with copies of all bills and
statements received by Landlord for Real Estate Taxes for the then current
fiscal year and the previous fiscal year.

(B) "GOVERNMENT" shall mean all federal, state, county, municipal and other
governments; and governmental and quasi-governmental branches, authorities,
districts, courts, tribunals, boards, agencies, departments, commissions,
officers, judges, agents, employees, and other instrumentalities.

(C) "LAW" shall mean all law; and all statutes , ordinances, regulations, rules,
orders, judgments, and other requirements of the Government.


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(D) Tenant shall also pay to Landlord upon demand by Landlord, the entire amount
of any Real Estate Taxes due as a result of any inventory in the Office and any
Improvements constructed or installed in the Office by the Tenant.

(E) Tenant shall pay at least ten days before the date due all taxes levied,
assessed or imposed upon any personal property owned, installed or used by
Tenant. Within 20 days after a request from Landlord, Tenant shall furnish
Landlord with proof of payment reasonably satisfactory to Landlord.

8.05. TAX APPEALS:

(A) Landlord shall have the right at any time and from time to time, to effect
any action or proceeding whatsoever ("TAX APPEAL"), challenging any
determination of the amount of the assessed value of the Project, or any part of
the Project, for the purposes of Real Estate Taxes. For this purpose Landlord
may retain such attorneys, appraisers and other persons and entities as Landlord
may deem appropriate. Tenant shall cooperate with Landlord in the preparation,
commencement, prosecution and appeal of any Tax Appeal.

(B) In the event Landlord shall successfully prosecute any Tax Appeal, Tenant
shall pay to Landlord or its designees, within 20 days after demand by Landlord,
Tenant's Pro Rata Share of all costs and expenses incurred by Landlord in
connection with such Tax Appeal, including without limitation intended, all
Litigation Expenses (as such term is defined in Section 8.05(C) of this Lease);
provided, however, that Tenant shall have no obligation to make payment under
this Section B to the extent that the payment would exceed the savings that the
Tenant will enjoy over the Lease term as a result of the Tax Appeal..

(C) "LITIGATION EXPENSES" shall mean all costs and expenses whatsoever, paid or
incurred by a party under this Lease, in preparation for, or during the
prosecution, appeal, settlement or enforcement of any action or proceeding
whatsoever. Litigation Expenses shall include without limitation intended, the
amounts of attorneys' fees and disbursements; expert witness', title search,
title commitment, title insurance, stenographers', transcript, filing, printing,
copying, marshals', sheriffs', and process servers' fees.

(D) If as a result of a successful Tax Appeal, there shall be a Real Estate Tax
overpayment, Tenant's proportionate share of the excess payment will be credited
against the succeeding payments of Estimated Common Charges due. If the Lease
term expires before the credit is exhausted, the unexhausted portion of the
credit shall be refunded to Tenant within 30 days after the later of the date
(i) the term of this Lease expires, or (ii) of Tenant's request for the refund.
Landlord shall promptly notify Tenant of any credit resulting from a successful
Tax Appeal or any other overpayment of Real Estate Taxes made by Tenant.

8.06. Intentionally Deleted.

8.07. OPERATING EXPENSES:
(A) Tenant shall pay its Pro Rata Share of all increases ("OPERATING EXPENSE


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INCREASES") in the reasonable costs and expenses of every nature whatsoever,
paid or incurred by Landlord, in the operation, management, maintenance,
repair, and replacement of the Project ("OPERATING EXPENSES"). Operating
Expenses shall include without limitation intended, all costs and expenses
of: janitorial services for the Project including the Office and other
offices in the Project, Monday through Friday, federal and State holidays
excluded, at the same or greater level of service as the Landlord has
customarily provided to all tenants of the Building; maintenance, repairs and
replacements of elevators, HAC system, electrical system, plumbing system,
and all life safety systems; management; snow removal; landscaping;
re-paving; striping; painting; cleaning and replacing flooring; sewage and
Refuse (as such term is defined in Section 12.05 of this Lease) removal;
traffic and parking enforcement and control; security in the Common Area;
pest and vermin control; reasonable compensation and benefits of employees;
fire protection; supplies; insurance, including without limitation intended,
public liability and property damage insurance; personal property taxes on
any personal property necessary or appropriate for the Project; charges and
rents for Utilities (as such term is defined in Section 8.07(E) of this
Lease); compliance with applicable Law; licenses, permits and other fees;
parking area surcharges and levies; a fee for the administration of the
Project in an amount equal to five percent of the total of all Operating
Expenses; attorneys', accountants' and other professionals' fees; and the
cost of any financing of any equipment necessary or appropriate for the
Project.

(B) The Operating Expenses shall not include any of the following costs or
expenses:

         (i) Costs incurred in connection with the initial construction or
design of the Project or, any expansion of the Project, or the construction of
additional buildings or structures on any part of the Project, or to repair,
change, improve, replace or correct defects in the original construction,
expansion or design of the Project or any buildings or structures on any part of
the Project

         (ii) Capital replacements, expansions, additions, Improvements and
repairs; provided, however, that: (a) the cost of capital replacements and
repairs shall be amortized over the useful life of the replacements and repairs
using straight line depreciation, and the amount amortized each year, together
with interest on the unamortized balance at the rate of interest payable on the
first mortgage or deed of trust encumbering the Project shall be included within
Operating Expenses; and (b) the cost of capital expansions, additions and
improvements included in the Operating Expenses shall be limited to those which
will improve the operating efficiency of the Project or reduce the Operating
Expenses or which may be required by any provision or application of Law not in
effect as of the date of this Lease.

         (iii) Costs that are or are required to be reimbursed to Landlord
(other than through prorated absorption of such costs by a majority of the
tenants in the Project, and costs required to be reimbursed which are not
collectible for any reason except Landlord's negligence), including without
limitation costs covered by insurance that Landlord acquires or is obligated to
provide under this Lease (but reasonable deductibles shall be included in the
Operating Expenses) or pursuant to warranties made for the benefit of Landlord
or costs reimbursed to Landlord pursuant to provisions in leases with other
tenants (except for such "pro-rated" cost provisions, and costs required to be
reimbursed which are not collectible for any reason except Landlord's


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negligence);

         (iv) Landlord's administrative and overhead expenses not incurred
directly in operating, maintaining, repairing or replacing the Project;

         (v) Costs incurred by reason of Landlord's negligence or breach of any
legal obligation (including any obligation of Landlord under any lease in the
Project);

         (vi) Costs, including (without limitation) any professional fees,
commissions, remodeling costs or court costs, incurred in connection with the
enforcement of leases with other tenants of the Project, or obtaining or
retaining tenants for the Project;

         (vii) Management fees in excess of five percent of the rents and other
charges collected from the tenants of the Project;

         (viii) Amounts paid to persons or entities related to Landlord in
excess of the fair market value of services or materials provided in exchange;

         (ix) Costs of achieving compliance with any environmental or other law
or regulation applicable to the Project which was in effect as of the date of
this Lease;

         (x) Amounts payable under or in connection with Landlord's mortgage,
deed of trust, ground lease or other financing or refinancing arrangements;

         (xi) Depreciation of or reserves for replacement of any of Landlord's
assets.

         (xii). Costs incurred in advertising or promoting the Project for any
purpose, including (without limitation) sale of the Project;

         (xiii) Costs, fines or penalties incurred due to violation by Landlord
of any applicable Law.

         (xiv) Costs of sculpture, paintings, or other objects of art installed
in or on the Project.

         (xv) Wages, salaries or other compensation or costs incurred for
(a) any managerial or executive employees or agents of Landlord (exclusive of
that portion attributable to the operation, management, maintenance, repair
and replacement of the Project; or (b) any persons employed in commercial
concessions operated by Landlord.

         (xvi) Increases in insurance premiums attributable to hazardous
conditions, uses or activities of other tenants or occupants of the Project.

(C) Based upon estimates made by Landlord, at any time and from time to time,
Tenant shall pay an estimated amount of its Pro Rata Share of the Operating
Expense Increases ("ESTIMATED COMMON CHARGE"), in advance, on the first day of
each calendar month during the


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<PAGE>

term of this Lease commencing with the first day of the 13th month in the
Lease term. In the event Landlord determines at any time and from time to
time that Tenant's actual Pro Rata Share of Operating Expense Increases
exceeds the Estimated Common Charge, Tenant shall pay the amount of the
deficiency ("COMMON CHARGE UNDERPAYMENT") to Landlord or its designee, within
20 days after demand by Landlord. In the event the Estimated Common Charge
for any Lease Year exceed Tenant's actual Pro Rata Share of the Operating
Expense Increase, Tenant shall be credited the amount of such overpayment
against the succeeding Estimated Common Charge(s) due. If the Lease term
expires before the credit is exhausted, the unexhausted portion of the credit
shall be refunded to Tenant within 30 days after the later of the date of (i)
expiration of the Lease term or (ii) Tenant's request for the refund. The
actual amount of Tenant's Pro Rata Share of Operating Expense Increases shall
be determined separately for each Lease Year. No later than the 1st day of
April during each calendar year beginning with the 2002 calendar year,
Landlord shall make available to Tenant a written statement showing in
reasonable detail the amounts of the items comprising the Operating Expenses
and the calculation of Tenant's Pro Rata Share of the Operating Expense
Increases for the immediately preceding calendar year.

If the Tenant in not in Default and the Tenant in good faith reasonably disputes
the amount of the Operating Expense Increases, then the Tenant shall have the
right on not less than 15 days' prior notice, to conduct an audit of the
Landlord's records of Operating Expenses, during regular business hours, at the
location the records are then kept by the Landlord, at the Tenant's sole cost
and expense. Tenant shall not exercise such right more than once in any calendar
year and shall not have the right to audit any records except those for the
previous fiscal year. Tenant shall bear all costs and expenses incurred by the
Landlord in connection with the audit including without limitation intended,
wages and benefits for all personnel utilized during the audit including
personnel to maintain the security of the Landlord's books and records; and
photocopy expenses. Landlord shall not be required to provide Tenant with access
to the records during any period of time the records are required for the
preparation of any government audit, required tax return or financial report.
Tenant shall not have the right to conduct any audit if: (i) the auditors are
not either: (x) employed full time by Tenant as accounting staff, or
(y) members, managers or staff of a nationally or regionally recognized firm of
certified public accountants; or (ii) Landlord provides Tenant with a report of
an audit conducted for the pertinent fiscal year which was conducted by members,
managers or staff of a nationally or regionally recognized firm of certified
public accountants; or (iii) the auditors are compensated on a contingency fee
or partial contingency fee basis. No audit shall be conducted for a period
lasting more than ten business days and no audit shall be conducted by more than
three individuals. No later than 30 days after the date an audit is conducted
by the Tenant, the Tenant shall provide the Landlord with a copy of the
auditors' report to the Tenant, together with written authorization to provide
other tenants with copies of the report. Tenant and its auditor shall keep any
audit, audit report and information obtained during the audit confidential;
shall not disclose nor permit any employee, agent or other person to disclose
the audit, audit report or information obtained during the audit to any other
person or entity; and shall indemnify and hold Landlord harmless from all
liabilities, damages, costs and expenses, including Litigation Expenses arising
out of any breach of the obligations described in this


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<PAGE>

sentence. No auditor shall be given access to any books or records until the
auditor has executed an undertaking satisfactory to the Landlord and consistent
with the preceding sentence.

(D) "COMMON AREA" shall mean all property constituting the Project (including
without limitation intended, the foundations, roofs, walls, columns and other
structural elements; signs; parking areas; roads; malls; sidewalks; curbs;
unpaved areas; rooms; halls; stairs, ramps and other conveyances; and Utility
systems), except the offices in the Project.

(E) "UTILITIES" shall mean all utilities, including without limitation intended,
telephone, public address, electric, gas, water, sewage, drainage, heating, air
conditioning, ventilation, and cable television.

(F) Operating Expense Increases shall be calculated in accordance with this
Section:

(i) "BASE YEAR" shall mean the calendar year in which the Commencement Date
occurs.

(ii) "CURRENT YEAR" shall mean each calendar year subsequent to the Base Year.

(iii) Tenant's obligation to pay its Pro Rata Share of Operating Expense
Increases shall commence on the first day of the 13th month during the term of
this Lease ("FIRST ADJUSTMENT DATE"), with subsequent adjustments as of each
succeeding one year anniversary of the First Adjustment Date.

(iv) Operating Expenses for the Base Year (or the estimated Operating Expenses
if the actual Operating Expenses for the Base Year are not yet available) shall
be subtracted from the Operating Expenses for the Current Year (or the estimated
Operating Expenses if the actual Operating Expenses for the Current Year are not
yet available), to determine the Operating Expense Increase for the Current
Year.

(v) For the purposes of calculating Tenant's Pro Rata Share of Operating Expense
Increases, those Operating Expenses which are entirely or almost entirely
affected by the level of occupancy in the Project, shall be calculated (i.e.
"grossed up") as if the leasable floor area of the Project were 95.00 percent
occupied regardless of the actual level of occupancy. Operating Expenses which
are subject to being "grossed up" include without limitation intended:
electricity, water and sewer, janitorial services, Refuse disposal, management
fees, supplies, repairs and maintenance. Operating Expenses which are not
subject to being "grossed up" include without limitation intended: insurance,
Real Estate Taxes, security, elevator maintenance, and landscaping. Operating
Expenses which are not "grossed up" shall be determined based on actual costs.

(vi) Despite the preceding Section (v), at the request of Tenant, in the
calculation of Operating Expenses for the Base Year, the cost of electricity
shall be the actual cost and the cost of electricity for the Base Year shall not
be "grossed up" to reflect the cost which


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<PAGE>

would have been incurred assuming a 95.00 percent level of occupancy in the
Project.

8.08. LATE CHARGES:

In the event Landlord or its designee does not receive any payment of Rent on or
before the date the payment is due; then within ten (10) days after demand by
Landlord or its designee, Tenant shall pay a late charge, in an amount equal to
the greater of (i) $50.00; or (ii) 5.00 percent of the amount overdue.

8.09. INTEREST AT DEFAULT RATE:

In the event Landlord or its designee does not receive any payment of Rent on or
before the date it is due; then within ten (10) days after demand by Landlord or
its designee, Tenant shall pay interest on the amount overdue from the date it
was due until the date it is paid, at a rate of interest equal to 12.00 percent
per year ("DEFAULT RATE").

8.10. BAD CHECK FEES:

In the event a check or draft tendered by Tenant in payment of Rent is not paid
by the drawee upon initial presentation, for any reason whatsoever; then within
ten (10) days after demand by Landlord or its designee, Tenant shall pay a bad
check charge in the amount of $50.00.

8.11. AMOUNTS PAID BY LANDLORD:

In the event the Landlord incurs or pays any cost or expense whatsoever, as a
result of (i) a Default (as such term is defined in Section 23.01 of this
Lease); and/or (ii) any actual or apparent emergency arising out of a breach
in the performance of any of Tenant's obligations under this Lease; and/or
(iii) Landlord's election to take such action as Landlord may deem
appropriate to: (a) cure such Default, or (b) mitigate the damages or
potential damages arising from such breach, if there is an actual or apparent
emergency, which action may be taken without notice to Tenant in the case of
any actual or apparent emergency (; provided, that in the case of any actual
or apparent emergency Landlord shall attempt to notify Tenant by telephone or
some other means reasonable under the circumstances) ; then within 20 days
after demand by Landlord, Tenant shall reimburse Landlord for all such
reasonable costs and expenses (including without limitation intended, the
reasonable cost and expense of any work performed by any employee of Landlord
or its agent).

8.12. NET RENT:

This Lease is a "Net Lease." The Rent due under this Lease shall be "Net Rent."
Except for those obligations which Landlord expressly agrees to perform at its
sole cost and expense, Landlord shall not be obligated to incur or pay any cost
or expense in connection with the Office or the Project. Tenant shall perform
all of its obligations under this Lease at its sole cost and expense.

8.13. RENT TAX:

In the event any Government levies, imposes or charges any tax whatsoever, on
account of the Project, the interest of Landlord in the Project, this Lease,
Tenant, or the Rent, and the amount of such tax is not an obligation of Tenant
under any other provision of this Lease, within ten days after demand by
Landlord, Tenant shall remit its Pro Rata Share of such tax to Landlord (and in


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<PAGE>

the event Tenant's Pro Rata Share would not fully reimburse Landlord for the
amount of such tax which is fairly attributable to this Lease, Tenant shall pay
its fair share).

ARTICLE 9. INSURANCE:

9.01.  MUTUAL WAIVER OF CLAIMS:

Despite any other provision of this Lease to the contrary, Landlord and Tenant
hereby waive any rights each may have against the other as a result of any loss
or damage caused to the respective party and its property, the Office and the
Project, arising from any risk covered by casualty insurance with "all-perils"
coverage ("CASUALTY INSURANCE") in the jurisdiction in which the Project is
located. Landlord and Tenant shall cause their respective Casualty Insurance and
any other policies covering loss by fire and/or causes covered by all-perils
coverage, to provide that the insurer waives ("WAIVER OF SUBROGATION") all
rights of recovery by way of subrogation against the other party to this Lease,
in connection with any loss covered by any such policies. However, in the event
the Waiver of Subrogation can only be obtained by the payment of an additional
premium over and above the premium for insurance without the Waiver of
Subrogation, (i) the party seeking to obtain the insurance shall give the other
party notice of such additional premium and request that the other party pay
such premium; and (ii) the other party shall have ten days after the giving of
such notice to either (a) place such insurance with another insurer which is
reasonably satisfactory to the party which gave the notice, without such
additional premium, or (b) agree to pay such additional premium (in the case of
Tenant, Tenant's Pro Rata Share). In the event that either Landlord or Tenant
cannot obtain than Waiver of Subrogation, or either Landlord or Tenant cannot
obtain the Waiver of Subrogation without additional premium and the other party
fails to fulfill the requirements of clause (a) or (b) of the immediately
preceding sentence, this Section 9.01 shall be deemed deleted and of no force or
effect while such conditions persist.

9.02. TENANT'S INSURANCE:

(A) Tenant shall maintain the following insurance coverage, commencing on the
date Tenant is given access to the Office and continuing through the Termination
Date and the date Tenant fulfills all of its obligations under Section 33.01 of
this Lease:

(i) PUBLIC LIABILITY AND PROPERTY DAMAGE:

Comprehensive bodily injury liability insurance with combined single limits of
not less than $2,000,000., covering any and all liability of Tenant for bodily
injury, death or property damage occurring in or about the Project, portions of
which may be provided under a so called "umbrella" or "excess liability" policy.
In the event that Tenant is unable to obtain such coverage Tenant shall obtain
commercial general liability and property damage insurance for bodily injury,
death or property damage occurring in or about the Project, with combined single
limits of at least $2,000,000. in the case of bodily injury, death or property
damage; portions of which may be provided under a so-called "umbrella" or
"excess liability" policy. In addition, in the event that Tenant is fails to
obtain liability insurance policies on an "occurrence basis" Tenant shall obtain
extension policies commonly referred to as "tail" policies at least 30 days
prior to the expiration of any policy which will not be renewed. All extension
policies (a) shall include coverage for all


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<PAGE>

claims made after the date, of the policy not renewed, regardless of the date
such claims are made; and (b) shall have limits equal to or greater than the
policies which are not being renewed. All liability policies shall specifically
insure performance of the agreement of Tenant, to indemnify Landlord, set forth
in Section 32.01 of this Lease, as it relates to liability for injury to or
death of persons and damage to property, and shall include an endorsement to
specifically cover liability arising out of the balconies. Until the specific
coverage for the balconies is procured, Tenant shall not use nor permit any
other person to use any of the balconies in the Office.

(ii) TENANT IMPROVEMENTS AND INVENTORY:

Casualty Insurance covering all of Tenant Improvements (except any improvements
and fixtures which are covered by the Project's Insurance), inventory and other
personal property in or about the Office from time to time, in an amount not
less than the full replacement cost, without any deduction for depreciation
during the term of this Lease.

(iii) PLATE GLASS/BOILER:

Insurance, or self-insurance if Tenant is not required to provide nor maintain a
Security Deposit under this Lease ("CREDIT TENANT"), against breakage of, or
damage to all plate glass in and about the Office, and insurance on any boiler,
furnace or air conditioning system, in or about the Office, with broad form
coverage in an amount not less than the full replacement cost, without any
deduction for depreciation during the term of this Lease.

(iv) OTHER INSURANCE/LIMITS: Not sooner than the fifth anniversary of the
Commencement Date and not more often than once every five years during term of
this Lease, Landlord shall have the right to increase the limits and types of
insurance coverage which Tenant is required to obtain and maintain, by giving
Tenant notice of such increase in limits or coverage. Any such increase in
limits or coverage shall be applicable to the immediately succeeding renewal or
replacement liability insurance policy, provided, however, that if the term of
the then current policy is longer than one year, any such increase shall be
applicable to the insurance coverage in effect on and after the first
anniversary that notice of such increase in limits or coverage is given.
Landlord's right to increase the limits or types of insurance coverage is
limited to such limits and types of coverage as the holder of any first mortgage
or deed of trust encumbering the Project may reasonably require; provided such
mortgagee is a bank, savings and loan association, trust company, life insurance
company, national broker-dealer, corporation whose securities are listed on the
New York Stock Exchange, Inc., or a pension fund with a net worth in excess of
$10,000,000 ("INSTITUTIONAL LENDER"); or in the event that there is no such
first mortgagee or deed of trust holder, such other insurance coverages and such
higher limits as may be required by any Institutional Lender then holding or
servicing mortgage or deed of trust loans secured by comparable commercial
property in the Seattle Metropolitan Area in State of Washington.

(B) OWNER'S CONTINGENT OR PROTECTIVE LIABILITY INSURANCE:
Prior to commencing the installation or construction of Improvements, or
alterations, Tenant shall procure; and during the entire period of time that
Tenant installs or constructs Improvements, or alters the Office, Tenant shall
maintain; owner's contingent or protective liability insurance,


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<PAGE>

covering all claims not covered by the public liability and property damage
insurance required by Section 9.02.A (i) of this Lease.

(C) INSURERS/POLICIES:

All insurance which Tenant is obligated to maintain, shall be issued by
insurance companies authorized to do business in the jurisdiction in which the
Project is located, which have a "Best's Letter Rating" of not less than "A"
("Excellent"), with no adverse "Rating Modifier," and a "Financial Size
Category" of not less than "Class X" (or their then current equivalents) in the
most current "Best's Key Rating Guide" or the equivalent in a substitute or
successor publication selected by Landlord. All insurance policies shall: (i) in
form and substance be reasonably satisfactory to Landlord, unless Tenant is a
Credit Tenant in which case all insurance policies shall comply with each
applicable provision of this Lease; (ii) be written as primary policy coverage,
not contributing with, or in excess of any coverage carried by Landlord or
another; (iii) name Landlord, any mortgagee and management agent designated by
Landlord as additional insureds; (iv) except as otherwise provided for in
Section 9.01 of this Article, contain in each policy covering loss or damage to
property, an express waiver of the right of subrogation against Landlord;
(v) contain a provision that although Landlord is named as an insured, it shall
nevertheless be entitled to recover under the policy for any loss suffered as a
result of the acts or omissions of the Tenant; and (vi) contain a provision that
the insurer shall give Landlord at least 30 days prior written notice of any
termination or lapse of insurance coverage, reduction in insurance coverage, or
material change in the terms of insurance. Original policies of all required
insurance (or certificates satisfactory to Landlord), together with proof of
payment of the premiums, shall be delivered to Landlord prior to the date that
Tenant is given access to the Office. Thereafter, at least 30 days prior to the
termination or lapse of any original, renewal or replacement coverage, original
renewal or replacement policies (or certificates satisfactory to Landlord),
together with proof of payment of the premiums, shall be delivered to Landlord.

9.03. PROJECT'S INSURANCE:

(A) Landlord shall at all times during the term of this Lease, to the extent
obtainable, at the sole cost and expense of Tenant and other tenants of the
Project, procure and maintain Casualty Insurance (and insurance against such
other hazards, including earthquake, as Landlord may deem appropriate) covering
the Project; rent loss insurance; broad form boiler and machinery insurance;
and insurance on vehicles and equipment (collectively "PROJECT'S INSURANCE"),
with such limits and with such insurers as Landlord may deem appropriate. The
Casualty Insurance coverage shall be no less than an amount sufficient to avoid
coinsurance. Landlord intends, but shall not be obligated, to obtain Casualty
Insurance which covers some or all of the improvements and fixtures (but not
trade fixtures and personal property) installed or constructed by Tenant.
Accordingly, within 30 days after the date Tenant opens the Office for business,
Tenant shall submit to Landlord, a detailed written statement, signed by Tenant,
enumerating such improvements and fixtures and their respective cost.

(B) Tenant shall not at any time during the term of this Lease keep or permit
any Improvements or inventory in or about the Project, or do anything in or
about the Project, which would increase the premium of, or nullify any of the
Project's Insurance or any other insurance obtained by Landlord. Within ten days
after demand by Landlord, Tenant shall pay any premium surcharge


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<PAGE>

or increase arising out of any act or omission of Tenant contrary to the
prohibitions in the immediately preceding sentence.

ARTICLE 10. LICENSES:

10.01. TO ENTER OFFICE:

Landlord may elect to give Tenant access to the Office, prior to the date it is
Ready for Occupancy, for the purpose of permitting Tenant to install and
construct Tenant Improvements. In the event Tenant is given access for such
purpose, Tenant shall not in any manner interfere with or impede the
installation or construction of Landlord Improvements; and all of the provisions
of this Lease shall be in full force and effect, provided, however, that Tenant
shall not be obligated to pay Minimum Rent, Overage Rent, Dues, and Tenant's Pro
Rata Share of Operating Expenses, Real Estate Taxes and Project's Insurance
(collectively "MONTHLY RENT"), for any period prior to the Commencement Date.

10.02. TO ENTER COMMON AREA:

Tenant and all persons permitted in the Office by Tenant may use the accessways,
sidewalks, lobby, elevators, stairs, hallways and restrooms in the Common Area
("OPEN COMMON AREA"), in common with all other persons and entities entitled to
use Open Common Area; subject, however, to the provisions of this Lease and the
Rules and Regulations (as such term is defined in Article 28 of this Lease). The
permission granted by the immediately preceding sentence is a revocable license,
granted upon the condition that any use of the Open Common Area conforms to the
provisions of this Lease and the Rules and Regulations. If Tenant is an entity,
then Tenant's license to use the Open Common Area is not subject to revocation
unless there is a breach of the Rules and Regulations which continues after the
expiration of any applicable grace period. However, if Tenant is an entity, the
license of any principal, employee, agent, contractor or supplier to use the
Open Common Area, is subject to revocation upon any breach of the provisions of
this Lease or the Rules and Regulations affecting the Open Common Area. Despite
the foregoing, Tenant shall have the following exclusive rights with respect to
the elevators: (i) exclusive use of the elevators, subject to use by Landlord,
its management agent, contractors and suppliers, and any rights of use conferred
by the existing leases for use of the roof; (ii) to cosmetically convert one of
the elevators into a freight elevator, subject to the requirements of this Lease
governing Tenant Improvements, and (iii) require that all freight be transported
in the freight elevator so long as one elevator is converted to use as a freight
elevator and is in operation.

10.03. TO PARK VEHICLES:

Subject to the provisions of Section R.1. in the attached Rider, Tenant shall
have the non-exclusive right to use 198 spaces for parking motor vehicles
operated by Tenant or its employees. Landlord shall have the right but not the
obligation to designate parking spaces for the exclusive use of tenants of the
Project and their employees. If the Landlord makes such designation then Tenant
and Tenant shall cause it's employees to park their vehicles solely in the
parking spaces designated by the Landlord for the exclusive use of the Tenant
and


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<PAGE>

its employees, or all tenants of the Project and their employees, as the case
may be. Tenant, its employees and visitors shall also have the right to park
their motor vehicles without additional charge, on the adjoining lot or parcel
currently operated as a Holiday Inn, in the parking spaces otherwise available
for guests of the Holiday Inn lot or parcel, but only if there are parking
spaces available after the vehicles of all guests and employees of the Holiday
Inn lot or parcel are parked.

ARTICLE 11. USE AND OPERATION OF OFFICE:

11.01. Intentionally Deleted.

11.02. COMPLIANCE WITH THE LAW, ETC.:

Tenant shall (i) comply with all Law governing the Tenant's use or occupancy of
the Office; (ii) not conduct any action or permit any action or condition which
would (a) violate any Law or the certificate of occupancy or any other Required
Permits (as such term is defined in Section 11.03 of this Lease) covering the
Office; or (b) which in the reasonable judgment of Landlord constitutes a public
or private nuisance, or a trespass; or (c) materially adversely affects the
business of the tenants of the Project; or (d) creates any hazardous condition
in the Project; (e) violates any work order issued by any insurer or holder of
any deed of trust or mortgage encumbering the Project or any part of the
Project; or (f) violates any of the encumbrances against the Project. The
obligations of Tenant under this Section 11.02 shall include without limitation
intended, the construction and installation of any Improvements required to
comply with Law or any work order issued by any insurer or holder of any deed of
trust or mortgage encumbering the Project or any part of the Project, but only
if required as a result of any Improvements or alterations made by Tenant, or
Tenant's specific use or method of operations. Landlord represents that the
Landlord has no actual current knowledge and has received no actual outstanding
notice that the gross leasable floor area within the Office including but not
limited to, elevators, elevator shafts, stairs, lobbies, electric systems,
utility closets, plumbing, rest rooms, and hallways, violate any existing
applicable Law.

11.03. REQUIRED PERMITS:

Tenant shall (i) obtain and maintain in full force and effect all licenses,
permits, certificates, approvals and other authorizations (collectively
"REQUIRED PERMITS") required by Law or the board of fire underwriters or other
recognized fire insurance rating organization, in connection with Tenant
Improvements or Tenant's use or occupancy of the Office; and (ii) prior to
opening the Office for business and thereafter from time to time within ten days
after a request from Landlord, deliver to Landlord evidence reasonably
satisfactory to Landlord that all Required Permits have been issued and are in
full force and effect.

11.04. HAZARDOUS SUBSTANCES:

(A) In the Office and Project and in the vicinity of the Office and Project,
Tenant shall not: (i) cause or permit the generation, manufacture, refinement,
transportation, treatment, storage, handling, installation, removal, disposal,
transfer, sale, production or processing of Hazardous Substances (as such term
is defined in this Section 11.04) or other dangerous or toxic


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<PAGE>

substances, or solid wastes; (ii) cause or permit the Release (as such term is
defined in this Section 11.04) or existence of any Hazardous Substances which
might affect the Project; (iii) cause or permit any substances or conditions,
which may support a claim or cause of action, whether by any Government or
representative thereof, or any other person, under the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended
("SUPERFUND ACT"), the Resource Conservation and Recovery Act of 1976, the Toxic
Substances Control Act or any other Law. For the purposes of this Lease the term
"RELEASE" shall have the following meaning: (i) the definition used in the
Superfund Act; and (ii) (if not included within the definition contained in the
Superfund Act) the presence of any Hazardous Substance. For the purposes of this
Lease the term "HAZARDOUS SUBSTANCES" shall have the following meaning: (i) the
definition used in the Superfund Act; and (ii) all matter which might adversely
affect health, safety or the environment and is subject to any Law regulating
its Release, including without limitation intended, petroleum and related
by-products, hydrocarbons, radon, asbestos, urea formaldehyde and
polychlorinated biphenyl compounds ("PCB'S") Despite the provisions of this
Section 11.04, Tenant may stock and use factory packaged retail containers of
products designed for office use, such as photocopy toner, cleaning fluids, and
correction fluids, but only if such products are transported, treated, handled,
removed, disposed, transferred, and sold in strict compliance with all Law.

(B) Landlord has no actual current knowledge that the Office contains any
Hazardous Substance in violation of applicable Law. If the Office contains any
Hazardous Substance on the date the Office is Ready for Occupancy, Landlord
shall remove or encapsulate the Hazardous Substance in compliance with
applicable Law. If the Office contains Hazardous Substances on the date the
Office is Ready for Occupancy, the Outside Commencement Date shall be extended
one day for each day Tenant is required to cease making Tenant Improvements,
Tenant fixturing and/or Tenant stocking of the Office.

11.05. AMERICANS WITH DISABILITIES ACT:

Tenant shall comply with all applicable provisions of the Americans with
Disabilities Act (42 USC Sec. 12101 et seg.) and all of the applicable
regulations, rules, guidelines and technical standards promulgated pursuant to
the Americans with Disabilities Act (28 CFR 36), all as amended from time to
time (collectively "ADA"). Without limiting the obligation imposed by the
preceding sentence, Tenant shall:

(A) Be solely responsible for the Office's compliance with all applicable
provisions of the ADA, including without limitation intended, solely responsible
for making any structural and non-structural changes in the Office which may be
required by the ADA, except those required as a result of the Landlord
Improvements which shall be the sole responsibility of the Landlord. Tenant
shall ensure that there are at least three feet of space between each cubicle
erected by or on behalf of Tenant;

(B) Not discriminate nor permit anyone in the Office to discriminate, directly
or through policies, procedures, standards or other criteria, or through
physical barriers or obstacles,


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<PAGE>

against any individual on the basis of disability in the full and equal
enjoyment of the goods, services, facilities and privileges available in and/or
through the Office; and

(C)Take such affirmative steps as may be necessary to ensure that disabled
individuals are not excluded or denied goods or services or otherwise dealt with
differently than individuals who are not disabled.

(D)Landlord warrants that the existing Improvements in the Office (including the
elevators, stairs, hallways and rest rooms) currently comply with all applicable
provisions of the Americans with Disabilities Act (42 USC Sec. 12101 et. seg.)
in effect as of the date the Project was first occupied.

11.05. GENERAL CONDUCT:

Tenant shall use and occupy the Office carefully, and conduct its business in
a manner consistent with the operation of a first class commercial office
Project. Tenant shall treat all customers politely, and promptly and fully
address all legitimate complaints of customers in an appropriate fashion.
Tenant shall not permit the use of the Office for solicitations,
demonstrations, sales or promotions by persons other than Tenant (and any
other persons or entities consented to by Landlord in writing). Tenant shall
not conduct or permit any retail, catalog, auction, fire, bankruptcy,
distress, liquidation, going-out-of-business, close-out or similar sales in
or about the Office.

11.06. BUSINESS HOURS:

Tenant shall keep the entire Office open for business, adequately furnished,
equipped and staffed from the Commencement Date through the Termination Date,
Monday through Friday excepting any federal, State or religious holidays
observed by the Tenant or its principals, at least from 10:00 A.M. through
4:00 P.M. Landlord shall have the right to adopt Rules and Regulations which
limit access to and from the Project by requiring among other things, that
any or all individuals entering and leaving the Project: (i) sign in and out;
(ii) provide photo identification; and/or (iii) provide written evidence of
their authorization from the Landlord or tenants of the Project to enter or
leave the Project and/or remove property from the Project.

ARTICLE 12. UTILITIES

12.01. GENERALLY. Landlord shall install all Improvements which are required
outside the Office and inside the Project, to supply the Utilities, if any,
which Landlord is specifically obligated to furnish pursuant to the provisions
of Exhibit "E" of this Lease. Except as otherwise provided in Exhibit "E" of
this Lease, Tenant shall install all Improvements which are required in the
Office to supply all Utilities required or desired for the operation of its
business. Tenant shall pay all deposits, assessments and charges for meters,
sub-meters, delivery and the provision of all Utilities servicing the Office,
except electricity and any water or sewer service provided to the Office by
Landlord.

12.02. LANDLORD CONTROLS SELECTION. Landlord has advised Tenant that at present
time Puget Sound Energy ("ELECTRIC SERVICE PROVIDER") is the utility


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company selected by Landlord to provide electricity service for the Project.
Despite the preceding sentence, if permitted by Law, Landlord shall have the
right at any time, and from time to time during the Lease term, to either
contract for service from a different company or companies providing electricity
service (each such company is referred to as an "ALTERNATIVE SERVICE PROVIDER")
or continue to contract for service from the Electric Service Provider.

12.03. TENANT SHALL GIVE LANDLORD ACCESS. Tenant shall cooperate with Landlord,
the Electric Service Provider, and any Alternate Service Provider at all times
and, as reasonably necessary, shall allow Landlord, Electric Service Provider,
and any Alternate Service Provider reasonable access to the Project's electric
lines, feeders, risers, wiring, and any other machinery within the Office.

12.04. LANDLORD NOT RESPONSIBLE FOR INTERRUPTION OF SERVICE. In the absence of
Landlord's negligence Landlord shall not be liable or responsible for any loss,
damage, or expense Tenant may sustain or incur by reason of any change, failure,
interference, disruption or defect in the supply or character of the electric
energy supplied by the Electric Service Provider or any Alternate Service
Provider, or if electric energy is no longer available or suitable for Tenant's
requirements.

12.05. REFUSE. Landlord shall have the right to either (i) impose a uniform
system of refuse, trash, rubbish, garbage and waste (collectively "REFUSE")
removal for the Project, in which case Tenant shall comply with all Rules and
Regulations adopted by Landlord to implement and maintain such system, including
without limitation intended, removal of Refuse from the Office; and/or
(ii) arrange for Refuse removal by an independent contractor. In either or both
events, the Pro Rata Share of the costs shall be borne by Tenant as part of the
Operating Costs.

ARTICLE 13. MAINTENANCE AND REPAIR:

13.01. LANDLORD MAINTENANCE AND REPAIR:

Landlord shall keep in good condition and repair the roof, foundation, concrete
floor slab, suspended ceiling, exterior doors, windows, interior doors and walls
installed by Landlord, demising and exterior walls (except their interior
surface), elevators and Utility systems (including HVAC, electrical, plumbing
and life safety) to the extent not installed or affected by any Improvements or
alterations made by the Tenant; and provide janitorial services at the same or
greater level of service as the Landlord has customarily provided to tenants of
the Building; provided, however, that Landlord shall have no obligation to
repair any damage: (i) caused by the acts or negligence of Tenant or any person
permitted in the Office by Tenant; (ii) to any Improvements installed or
constructed by Tenant; (iii) to any glass or plate glass installed by Tenant;
(iv) to any fixtures installed by Tenant; or (v) to any equipment installed by
Tenant. Landlord shall have no duty to inspect the Office. Tenant shall give
Landlord prompt notice of any condition which might require repair by Landlord.
Landlord shall have no liability, whatsoever, unless (i) the loss or damage is
not the subject of: (a) a Waiver of Subrogation, or (b) any property or business
interruption insurance Tenant may maintain; (ii) Tenant gives


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Landlord prompt notice of the condition which requires repair by Landlord; and
(iii) Landlord fails to perform the required repair before the expiration of the
applicable grace period.

13.02. TENANT MAINTENANCE AND REPAIR:

(A) Tenant shall not commit waste, and shall not damage nor permit any other
person to damage the Office, the improvements in the Office and all other
property of every nature whatsoever, in or about the Office, including without
limitation intended, the windows, glass, doors, walls and Utility components.
Tenant shall maintain in good condition and repair all portions of the Office
which the Landlord is not required to keep in good condition and repair,
(including interior walls, interior doors, fixtures and equipment installed by
Tenant; the interior surface of demising and exterior walls, the Tenant's
Signs; trade fixtures and floor coverings).

(B) Tenant shall keep the Office free from Refuse (except in appropriate Refuse
containers), stains, and objectionable odors. Tenant shall not block or impede
access on to or from, any sidewalk, accessway or other Common Area. Tenant shall
not use or permit the use of any Common Area for any storage, promotional,
distribution or sales purpose, or place or leave any property on the Common
Area.

ARTICLE 14. ASSIGNMENTS, SUBLETS, CONCESSIONS AND LICENSES:

14.01. Without the written consent of Landlord, which shall not be unreasonably
withheld, Tenant shall not cause or permit any assignment of this Lease or any
interest in this Lease (even to another tenant under this Lease), or mortgage,
pledge, hypothecate or otherwise encumber this Lease or any interest in this
Lease, or the occupancy of the Office or any part thereof by any person other
than Tenant, or sublet the Office or any part thereof, or grant any concession
or license to use the Office or any part thereof (collectively "LEASE TRANSFER")
Lease Transfer shall include any Lease Transfer, whether direct or indirect,
voluntary or involuntary, including without limitation intended, by transfer of
a majority or controlling interest in an entity, merger, consolidation,
dissolution or liquidation of an entity or death, divorce or separation of an
individual. Any Lease Transfer effected without the written consent of Landlord
shall be void and of no force or effect whatsoever. Landlord shall not be deemed
to have unreasonably withheld its consent if Landlord in good faith and for a
commercially reasonable reason from a commercial office building landlord's
perspective, refuses to grant Landlord's consent. In its determination whether
to consent or withhold consent to a Lease Transfer, Landlord shall have the
right to consider among other things: (i) the business background and relevant
commercial, managerial, and financial experience of the transferee or its
principals; (ii) the creditworthiness of the transferee; (iii) the financial
resources and net worth of the transferee; (iv) the nature, character and
quality of the transferee's business; (v) the effect of the transferee's
business on the tenant mix in the Project and the operation of the Project,
including by way of example only, the parking of vehicles and the use of the
elevators. The requirement for obtaining Landlord's consent to a Lease Transfer
shall continue to exist for all subsequent Lease Transfers regardless of the
number or nature of consents given to previous Lease Transfer(s).


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14.02. Any request for the consent of Landlord to a Lease Transfer shall be
accompanied by a detailed financial statement of the proposed transferee, a
written statement of the name and addresses of the proposed transferee, a
written authorization from the proposed transferee for the procurement of any
credit reports Landlord may deem appropriate, and a non-refundable $500.00 fee
(paid by certified or cashier's check) to cover the administrative, credit
report and legal costs paid or incurred in connection with the request. In
addition, Tenant shall furnish Landlord with any other information and documents
Landlord may request.

14.03. In the event the proposed Lease Transfer provides for any consideration
from the transferee which is in excess of the Rent (or the portion of the Rent
fairly attributable to the portion of the Office in the case of a sublet,
concession or license), 50.00 percent of the profits collected as a result of
the Lease Transfer (including any profit arising from any sublet, concession or
license affecting less than the entire Office) shall belong to and be paid to
Landlord immediately. By way of example only, if Tenant were paying Rent at the
rate of $25.00 per square foot of gross leasable area and sublet 500 feet
without brokerage commission, improvement allowance or other expense, at a rate
equal to $30.00 per square foot, Landlord would be entitled to $1,250.00 over
the course of the first year of the term of the sublease.

14.04. No Lease Transfer shall operate to relieve any Tenant, or any previous
Tenant, or any person or entity ("GUARANTOR") who signs a guaranty of the
fulfillment of the obligations of Tenant under this Lease, of its obligations
under this Lease or its guaranty, as the case may be, regardless of the number
of Lease Transfers and the nature of any modification, extension, renewal or
termination of this Lease whatsoever. In the event of a Lease Transfer, all of
the provisions of this Lease shall be binding upon the transferee.

14.05. In the event of a Lease Transfer without the written consent of Landlord,
Landlord may nevertheless collect the Rent from the transferee, and the
collection of such Rent shall not be deemed an acceptance of the transferee or a
consent to the Lease Transfer, nor a waiver of any of the provisions of this
Article.

14.06. This Lease, Landlord's interest in this Lease and the Rent, may be freely
assigned and/or mortgaged, pledged, hypothecated or otherwise encumbered by
Landlord.

14.07. Despite the provisions of Paragraph 14.01 above, so long as the Tenant
leasing and occupying the Office is a Credit Tenant, Tenant shall have the
right to effect the following Lease Transfers without Landlord's consent, but
only upon prior notice to Landlord accompanied by a copy of any assignment,
sublease or other agreement which transfers Tenant's interest in this Lease,
if any: (i) make a public offering of stock in Tenant; (ii) a private
offering of stock in Tenant, the primary purpose of which is to raise
additional capital, provided Tenant is a Credit Tenant which has a tangible
net worth determined in accordance with generally accepted accounting
principles consistently applied, which in Landlord's reasonable judgment is
sufficient to successfully operate all of Tenant's operations, and comply
with all of Tenant's obligations under this Lease ("ADEQUATE NET WORTH");
(iii) transfer of stock in Tenant among the existing

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shareholders of Tenant or to Tenant, or the issuance of stock in Tenant to key
employees of Tenant; (iv) transfer of this Lease to a corporation or other
entity which either owns a controlling interest in Tenant, is owned by Tenant or
is under common ownership with Tenant, provided such transferee is a Credit
Tenant with an Adequate Net Worth; (v) sale and/or other transfer of less than
50% of the common stock of Tenant cumulatively, provided either management of
Tenant does not change or Tenant is a Credit Tenant; (vi) sale (whether
structured as a stock sale or an asset sale) of Tenant or Tenant's operations in
the geographic region in which the Project is located (by way of example only,
the Northwest, Northeast, or Middle Atlantic); provided the purchaser is a
Credit Tenant with an Adequate Net Worth; (vii) merger or consolidation of
Tenant; provided the surviving entity is a Credit Tenant with an Adequate Net
Worth; or (viii) mere change in the State of incorporation or organization (by
way of example only, a California corporation becomes a Delaware corporation).

14.08. The use of the Office authorized by this Lease shall not change by virtue
of any Lease Transfer. Without implying any limitation on Landlord's discretion
to refuse to consent to a Lease Transfer, Landlord shall always have the right
to refuse to consent to any Lease Transfer which provides for or contemplates
any change or proposed change in the use of the Office authorized by this Lease.

ARTICLE 15. CASUALTY:

15.01. In the event that all or any part of the Office is damaged or destroyed
by fire or other casualty ("CASUALTY"), this Lease shall remain in full force
and effect; provided, however, that in the event the damage or destruction is
so extensive as to amount to a Total Loss (as such term is defined below) of
the Office or the Project, this Lease shall terminate as of the date of the
Casualty. In the event this Lease is not terminated pursuant to the provisions
of the immediately preceding sentence, Landlord shall repair or restore the
Office provided: (i) the entire cost of repair and restoration is paid out of
the proceeds of the Project's Insurance; (ii) the holders of any mortgages,
deeds of trust, ground and master leases encumbering the Project, consent to the
application of the proceeds of the Project's Insurance to the cost of repair and
restoration; (iii) the damage or destruction does not result in the termination
of any underlying or ground lease; (iv) the damage or destruction was not
caused, by any intentional tort, or violation of Law on the part of Tenant or
any person permitted in the Office by Tenant; (v) there are at least three years
remaining in the term of this Lease or any renewal term then in effect; and
(vi) within 30 days after the date of the damage or destruction, Landlord gives
Tenant notice of Landlord's intention to repair or restore. In the event
Landlord does not give the notice provided for in the immediately preceding
clause (vi), Tenant or Landlord may terminate this Lease as of the date of the
damage or destruction by notice given within 120 days after the date of the
damage or destruction. In the event Landlord elects to repair or restore the
Office subject to and in accordance with clauses (i) through (vi) of this
Section 15.01, Landlord shall commence and prosecute the completion of such
repair or restoration with reasonable diligence, taking into account the amount
of time which may be required to effect a settlement with or otherwise collect
the insurance proceeds from the insurer(s). In the event this Lease is not
terminated as a result of the damage or destruction and Landlord is


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obligated to repair or restore the Office, Tenant shall reinstall and
reconstruct Tenant Improvements within 45 days after the date Landlord gives
Tenant notice that the Office is Ready for Occupancy, and reopen the Office for
business, adequately furnished, equipped and staffed, within 60 days after the
date Landlord gives Tenant notice that the Office is Ready for Occupancy. "TOTAL
LOSS" shall mean damage or destruction which is not reasonably susceptible of
being fully repaired or restored for an amount of money less than 75.00 percent
of the actual cost of replacement of the Office or Project as the case may be.

15.02. Intentionally Deleted.

15.03. In the event the Office or Project is damaged so substantially that
Tenant cannot conduct its business, then the Monthly Rent shall abate from the
date that the business is discontinued. In the event that only part of the
Office is damaged so substantially that Tenant cannot conduct its business in
such portion of the Office, the Monthly Rent shall be abated, by an amount
determined by multiplying the Monthly Rent by a fraction, the numerator of which
is the square footage of the gross leasable floor area in the Office which is
damaged so substantially, and the denominator of which is the square footage of
the gross leasable floor area in the Office. In the event Landlord is required
to repair or restore the Office, such abatement of Monthly Rent shall continue
until 45 days after the date Landlord gives Tenant notice that the Office is
Ready for Occupancy. In the event Landlord is not required to repair or restore
the Office, such abatement of Monthly Rent shall continue until the earlier of
the following dates, (i) the date Tenant reopens the Office for business; or
(ii) 45 days after the date of the damage. Despite any other provision of this
Lease to the contrary, in no event shall the Monthly Rent be abated for a period
in excess of one year.

ARTICLE 16. CONDEMNATION:

16.01. In the event of a condemnation or other lawful taking (including without
limitation intended, by purchase or dedication) for any public or quasi-public
purpose (collectively "CONDEMNATION") of the entire Project or Office, this
Lease shall terminate as of the date possession vests in a grantee ("VESTING")
as a result of the Condemnation. In the event of a Condemnation of less than the
entire Project or Office, which destroys the usefulness of the Office for the
purpose it was leased, either Landlord or Tenant may elect to terminate this
Lease as of the date of the Vesting, by notice given within 30 days after the
date of the Vesting.

16.02. In the event of the Condemnation of the entire Common Area, this Lease
shall terminate as of the date of the Vesting. No Condemnation of parking spaces
shall give Tenant any right to terminate this Lease or obtain any abatement of
Rent, provided the number of parking spaces remaining after the date of the
Vesting is equal to or in excess of the minimum number required by Law; or
within a reasonable time after the date of the Vesting, Landlord provides
substitute parking spaces which together with the remaining parking spaces, is
equal to, or in excess of the minimum number required by Law.

16.03. Intentionally Deleted.


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<PAGE>

16.04. In the event of a Condemnation which does not result in the termination
of this Lease pursuant to Paragraphs 16.01, 16.02 or 16.03 above, Landlord shall
repair or restore the Office to the extent practicable, provided: (i) the entire
cost of repair and restoration is paid out of the Condemnation award; (ii) the
holders of any mortgages, deeds of trust, ground and master leases encumbering
the Project, consent to the application of the Condemnation award to the cost of
repair and restoration; (iii) the Condemnation does not result in the
termination of any underlying or ground lease; (iv) there are at least 3 years
remaining in the term of this Lease or any renewal term then in effect; (v)
within 90 days after the date of the Vesting, Landlord gives Tenant notice of
Landlord's intention to repair or restore the Office. In the event Landlord does
not give the notice provided for in the immediately preceding clause (v), Tenant
or Landlord may terminate this Lease as of the date of the Vesting, by notice
given within 120 days after the date of the Vesting. In the event Landlord
elects to repair or restore the Office, Landlord shall commence and prosecute
the completion of such repair or restoration with reasonable diligence, taking
into account the amount of time which may be required to effect a settlement
with, or otherwise collect the Condemnation award from the Condemnation
authority. In the event this Lease is not terminated as a result of a
Condemnation, Tenant shall reinstall and reconstruct Tenant Improvements within
45 days after the date Landlord gives Tenant notice that the Office is Ready for
Occupancy, and reopen the Office for business, adequately furnished, equipped
and staffed within 60 days after the date Landlord gives Tenant notice that the
Office is Ready for Occupancy.

16.05. In the event of any Condemnation, whether or not this Lease is
terminated, the entire award from the Condemnation shall belong solely to
Landlord, without any deduction for the leasehold estate of Tenant. Tenant
hereby irrevocably assigns any and all eight title and interest it might
otherwise have in and to any Condemnation award to Landlord. Nevertheless,
Tenant shall have the right to recover from the Condemnation authority, damages
to Tenants business and the expenses and loss incurred in removing Tenants trade
fixtures inventory and other personal property.

16.06. Despite any other provision of this Lease to the contrary in the event of
a Condemnation for a period not in excess of six months, this Lease shall
continue in full force and effect; provided, however, that the Monthly Rent
shall be equitably abated during the period of the Condemnation.

16.07. In the event of a Condemnation of only part of the Office, the Monthly
Rent shall be abated as of the date of the Vesting, by an amount determined by
multiplying the respective Rent by a fraction, the numerator of which is the
square footage of the gross leasable floor area in the Office which is taken in
Condemnation, and the denominator of which is the square footage of the gross
leasable floor area in the Office.

ARTICLE 17. ESTOPPEL CERTIFICATES:

17.01. EXECUTION: Within 20 days after demand by Landlord, Tenant shall
complete, execute, acknowledge and deliver to Landlord or its designee, a
certificate ("ESTOPPEL CERTIFICATE") representing that: (i) this Lease is
unmodified (or stating the modifications); (ii)


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this Lease is in full force and effect (iii) there are no defenses or offsets to
the performance of the obligations of Tenant under this Lease (or stating those
claimed by Tenant); (iv) the date to which Rents have been paid in advance; (v)
the amount and balance of the Security Deposit, if any; (vi) there is no breach
of Landlord's obligations under this Lease and no event or circumstance which
with the passage of time and/or the giving of notice would constitute a default
on the part of Landlord (or stating the breaches and defaults claimed by
Tenant); (vii) there is no breach of Tenant's obligations under this Lease and
no event or circumstance which with the passage of time and/or the giving of
notice would constitute a Default on the part of Tenant (or stating those in
breach or Default); and (viii) such other information as Landlord or its
designee may reasonably require. Any purchaser, lessee, lender or other person
or entity to whom an Estoppel Certificate is delivered, shall be entitled to
rely upon the contents, regardless of the name of the addressee, if any.

17.02. CONCLUSIVE PRESUMPTION: In the event Tenant fails to complete, sign,
acknowledge or deliver any Estoppel Certificate, within 20 days after a demand
by Landlord; then the person or entity on whose behalf the Estoppel Certificate
was requested shall be entitled to conclusively presume, that (i) this Lease is
unmodified; (ii) this Lease is in full force and effect; (iii) that there are no
defenses or offsets to the performance of the obligations of Tenant under this
Lease; (iv) Rents have not been paid more than one month in advance; (v) there
is no Security Deposit; (vi) there are no outstanding notices of a default by
Landlord in the performance of any of its obligations under this Lease; and
(vii) there is no breach and no default on the part of Landlord in the
performance of any of its obligations under this Lease (and if Landlord is in
breach or default, that Tenant has irrevocably waived its right to require
performance of such obligation).

ARTICLE 18. SECURITY DEPOSIT:

18.01. PAYMENT: Prior to the Commencement Date, the Tenant shall deposit with
the Landlord, $172,108.66 ("SECURITY DEPOSIT"), as security for the fulfillment
of all of the obligations of the Tenant under this Lease. The Security Deposit
shall not be assigned, transferred, pledged, hypothecated or otherwise
encumbered by the Tenant. The Landlord shall not be obligated to pay any
interest on the Security Deposit unless required by valid Law, and may commingle
the Security Deposit with any other security deposits made by any other tenants
at the Center.

2. REPLENISHMENT/REFUND: In the event the Tenant fails to perform any of its
obligations under this Lease at the time and in the manner provided for in this
Lease, the Landlord may after ten days notice to Tenant, apply, all or part of
the Security Deposit to compensate the Landlord for all or part of the damages
incurred by the Landlord as a result of such default by the tenant In such
event, within ten days after demand by the Landlord, the Tenant shall make such
additional deposit of money as may be required to replenish the Security Deposit
to the amount set forth in the first sentence of Section 18.01 of this Lease. In
the event the Tenant has fulfilled all of its obligations under this Lease, no
later than 30 days after the Termination Date the Security Deposit shall be
remitted to the Tenant.


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3. EXCLUSION FROM LIABILITY FOR REFUND: In the event the Landlord sells or
assigns its interest in this Lease, the Landlord shall automatically be released
from all liability for the Security Deposit, upon the delivery or assignment of
the Security Deposit to the purchaser or assignee.

ARTICLE 19. SUBORDINATION:

19.01. AUTOMATIC SUBORDINATION: This Lease is subject and subordinate to all
ground or underlying leases, and all deeds of trust, mortgages and security
agreements which may now or later encumber the Office or the Project, any part
thereof, or interest therein, and all modifications, extensions, renewals,
consolidations and replacements thereof, regardless of the dates of such
instruments. The provisions of the immediately preceding sentence shall be
self-operative and no further instrument of subordination shall be required.
Nevertheless, within 20 days after demand by Landlord, Tenant shall sign,
acknowledge and deliver any instrument of subordination Landlord or its designee
may reasonably require.

19.02. NON-DISTURBANCE AGREEMENTS WITH EXISTING LENDERS: The Landlord shall make
reasonable efforts to obtain within 30 days after the date of full execution of
this Lease, a non-disturbance and attornment agreement between Tenant and the
holders (collectively "LENDER") of any mortgages or deeds of trust encumbering
Landlord's estate, in which the Lenders agree that despite any default by
Landlord in the fulfillment of its obligations under the respective mortgage or
deed of trust loan documents, and any foreclosure of the respective mortgage or
deed of trust or other action or proceeding, judicial or non-judicial, so long
as Tenant performs all of its obligations under this Lease, Tenant's use and
occupancy of the Office shall not be disturbed. In such non-disturbance and
attornment agreement, Tenant shall: (i) agree to attorn to the Lenders and their
successors and assigns if the mortgage or deed of trust is foreclosed or the
Lenders or their successors and assigns otherwise succeed to the estate of
Landlord, and (ii) acknowledge that this Lease is subject and subordinate to the
respective mortgage or deed of trust. Tenant shall pay to Landlord within 15
days after demand, all fees, costs and expenses payable to the Lenders by
Landlord in connection with requests for non-disturbance agreements.

19.03. NON-DISTURBANCE AGREEMENTS WITH SUBSEQUENT LENDERS: With respect to
any deed of trust or mortgage which does not now encumber the Project, the
automatic subordination of this Lease is conditioned on the existence of a
written agreement or undertaking however and wherever expressed, on the part
of the respective Lender, not to disturb Tenant's possession of the Office
and use of the Open Common Areas, so long as the term of this Lease has not
expired or terminated and Tenant is not in Default. Tenant shall attorn to
the Lenders and their successors in interest.

19.04. LIMITATIONS AND WAIVERS: Under no circumstances shall a Lender be liable
for or bound by any of the following:

(A) Any right of the Tenant to any offset, defense (except actual and complete
fulfillment of the


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Tenant's obligations under this Lease), claim, counterclaim, cross-claim,
abatement, deduction, or reduction (collectively "OFFSET") of any of the
Tenant's obligations under this Lease including the Tenant's obligation to pay
any Rent, arising out of any breach of the obligations of the Landlord under
the Lease or any applicable law prior to the date the Lender acquired title
to the Project.

(B) Any payment of Rent made to or for the account of the Landlord which is made
more than 30 days before the date the payment of Rent was due, which relate to a
period of time after the date the Lender acquires title to the Project.

(C) Any obligation to pay to Tenant any money owed to the Tenant by any Landlord
other than the Lender, including without limitation intended, any obligation to
pay Tenant any money for any overcharges collected by any prior Landlord.

(D) Any modification or amendment of this Lease or any waiver of any provision
of this Lease, unless the Lender expressly consented in writing.

(E) Any agreed-to or negotiated surrender, cancellation or termination of the
Lease, in whole or in part, unless either (i) effected solely by the Tenant
pursuant to an express provision of this Lease; or (ii) the Lender expressly
consented in writing.

(F) Any obligation on the part of the Landlord to construct or install any
Improvements or make any alterations.

ARTICLE 20. LANDLORD DEFAULTS/NOTICES TO LENDERS:

If the Project or any part thereof, is encumbered by any deed of trust or
mortgage, and the Rent or this Lease is assigned to the Lender, Tenant shall not
terminate this Lease on account of any Default by Landlord, unless. and until:
(i) Tenant gives the Lender written notice of specifying Default; (ii) a
reasonable time elapses after the expiration of the Landlord's grace period, for
the cure of the breach giving rise to such default by such Lender; and (iii)
such default is not cured within such time.

ARTICLE 21. ACCESS BY LANDLORD AND OTHERS:

21.01. Landlord shall have the right, but not the obligation, to enter and
remain in the Office, on five days prior notice, at all reasonable hours and
from time to time: (i) to permit Landlord and its designees to inspect the
Office; (ii) to perform maintenance, make repairs, restorations or Improvements
to the Office or the Project; (iii) to comply with Law; (iv) to show the Office
for sale, lease (during the 12 months immediately prior to the Termination Date
on one day prior notice) or financing purposes; (v) upon the request of any
trustee, receiver, sheriff, marshal, or court officer purporting to be entitled
to take possession of the Office or any of its contents; and (vi) upon the
request of any fireman, police officer, building inspector, health inspector or
other Government official, purporting to require access for any legitimate
purpose. Despite the preceding sentence, Landlord shall have the right to enter
the Office at any time, without any


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notice, in the case of any actual or apparent emergency of any nature
whatsoever. In the event Tenant is not present in the Office when there is an
actual or apparent emergency, Landlord is entitled to use a master key and/or
break and enter into the Office without liability to Tenant. To ensure Landlord
will be able to enter the Office, Tenant shall not change or install any lock or
alarm without contemporaneously furnishing Landlord or its designee with the
keys, combinations and other devices required to open such lock and disarm such
alarm.

21.02. Landlord's right to enter and remain in the Office, and/or to perform any
maintenance, repairs, replacements or work, shall not be deemed to: (i) impose
any obligation on Landlord to do so; (ii) subject Landlord to any liability to
Tenant or any third person based on Landlord's failure or refusal to do so; and
(iii) relieve or release Tenant from any obligation to indemnify Landlord as
provided for in this Lease.

ARTICLE 22. BANKRUPTCY:

22.01. In the event (i) any action or proceeding is commenced by or against
Tenant or any Guarantor, pursuant to any bankruptcy, insolvency, reorganization
or arrangement Law; or (ii) any action or proceeding is commenced for the
appointment of a receiver, trustee or similar official of all or part of the
property of Tenant, or any Guarantor; or (iii) Tenant or any Guarantor makes an
assignment for the benefit of creditors (collectively "BANKRUPTCY"); and

(A) In the event the Bankruptcy is an action or proceeding commenced by a third
party, without the consent or connivance of Tenant, and the Bankruptcy is not
terminated, discharged or dismissed within 30 days after commencement; Landlord
may elect to terminate this Lease; or

(B) In the event the Bankruptcy is an action or proceeding commenced by Tenant,
or a third party with the consent or connivance of Tenant, Landlord may elect to
terminate this Lease.

22.02. In the event Tenant or any Guarantor is insolvent as defined by any Law;
or any Guarantor terminates, rejects or otherwise disclaims liability under any
guaranty of this Lease; then in any of the preceding circumstances the Landlord
may elect to terminate this Lease.

22.03. In the event the provisions of this Article of the Lease contravene the
Bankruptcy Law, the following provisions shall automatically become effective:

(A) Any and all moneys and other consideration payable or otherwise to be
delivered in connection with any Lease Transfer shall be paid or delivered to
Landlord and shall belong solely to Landlord, and not constitute property of (i)
Tenant or any Guarantor; or (ii) the estate of Tenant or any Guarantor within
the meaning of the Bankruptcy Law. In the event any such moneys or other
consideration cannot be paid or delivered to Landlord immediately, it shall be
held in trust for the benefit of Landlord, and be paid or delivered to Landlord
as soon as possible.

(B) Any person or entity to whom this Lease is assigned shall automatically be
deemed to have assumed the obligations of Tenant under this Lease, which accrue
under this Lease on and


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<PAGE>

after the date of such assignment, and no act on the part of Tenant, its
assignee or any other person or entity shall operate to relieve the assignee of
such obligations.

22.04. All Rent shall constitute rent for the purposes of Bankruptcy Code
Section 502(b)(6), 11 U.S.C. Section 502 (b)(6)

ARTICLE 23. TENANT'S DEFAULT:

23.01. The following events or circumstances shall constitute a default
("DEFAULT") in the fulfillment of Tenant's obligations under this Lease:

(A) Tenant shall: (i) breach its obligation to pay any Rent and such breach
shall continue for ten days after the date Landlord gives Tenant notice payment
is past due; or (ii) breach its obligation to maintain any insurance required by
this Lease; or (iii) submit any report or other written statement to Landlord or
its designee, which shall contain a willfully false statement; or (iv) abandon
the Office or fail to keep the Office open for business, fully stocked, fixtured
and staffed for a period in excess of ten succeeding days for any reason except
Force Majeure (as such term is defined in Article 37 of this Lease), or ongoing
diligently pursued alterations authorized by this Lease or consented to by
Landlord; or (v) fail to perform any of its other obligations under this Lease
and such breach shall continue for 30 days after the date Landlord gives Tenant
notice performance is past due; provided, however, that if the breach is not
reasonably susceptible of being cured within such 30 day period, Tenant gives
Landlord notice specifying the Force Majeure within such 30 day period, and
Tenant promptly commences the cure and diligently prosecutes the cure to
completion, then such 30 day period shall automatically be extended for such
period of time as may reasonably be required to cure the breach; provided,
however, that in all circumstances the 30 day period shall not be extended to
last longer than 90 days.

(B) Any Guarantor shall default in the performance of any of its obligations
under a guaranty of this Lease; or

(C) If any person or entity shall attempt to levy or execute upon this Lease or
the Office or any property in the Office, under any writ, order, judgment or
other process of Law; or

(D) If any Bankruptcy occurs and Landlord's right to terminate this Lease as a
result of such Bankruptcy has accrued.

23.02. If any Default occurs, then Landlord may either (i) give Tenant ten days
notice to quit and surrender the Office, as a result of the Default, and upon
the expiration of such ten day period, (a) tenants rights under this Lease shall
expire, and (b) Tenant shall immediately quit and surrender the Office to
Landlord; or (ii) give Tenant ten days notice of the Default and Landlord's
intention to terminate this Lease, and upon the expiration of such ten day
period, (a) Tenant shall immediately quit and surrender the Office to Landlord,
and (g) this Lease shall be terminated.


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23.03. Despite the termination of this Lease and/or the expiration of Tenant's
rights under this Lease, Tenant shall remain liable for the fulfillment of all
of its obligations under this Lease, including without limitation intended, its
obligations to pay Rent; subject, however, to reduction to a lesser sum of money
as provided in Article 24 of this Lease.

ARTICLE 24. RIGHT TO REENTER AND RE-LET:

24.01. In the event Tenant is obligated to quit and surrender the Office to
Landlord pursuant to Article 23 of this Lease, or this Lease is terminated,
Landlord shall have the right to re-enter and repossess the Office, and remove
all persons and property in the Office, by any summary or plenary action or
proceeding, without any liability whatsoever. Landlord may at the expense of
Tenant, Office, sell or discard any property in the Office, without any
liability to Tenant whatsoever. The word "re-enter" shall be broadly construed
and shall not have its technical legal meaning. Tenant waives any right it may
have at Law, to notice of Landlord's intention to enter. No re-entry or
repossession of the Office by Landlord, shall operate to terminate the Lease,
unless Landlord gives explicit notice of termination (which notice may be given
before or after re-entry and repossession); or constitute an acceptance by
Landlord of a surrender, unless Landlord gives explicit notice of its
acceptance.

24.02. Despite re-entry and repossession by Landlord after a Default, Tenant
shall remain liable for the performance of all of its obligations under this
Lease, including without limitation intended, its obligations to pay Rent. All
costs and expenses incurred by Landlord in reentering, repossessing and
re-letting the Office, and moving, storing, selling or discarding the property
in the Office, including without limitation intended, Litigation Expenses;
moving expenses; brokerage, warehouse and sales fees; and the costs of repairing
all damage to the Office caused by the Tenant and neither covered nor required
to be covered by the Project's Insurance, and making it ready for occupancy by
another tenant; shall be paid to Landlord by Tenant within ten days after demand
by Landlord.

24.03. In the event Landlord re-enters and repossesses the Office without
terminating this Lease, Landlord may nevertheless make such alterations and
refurbish the Office to the extent that Landlord reasonably deems appropriate,
and re-let the Office or any part of the Office, on such terms as Landlord may
reasonably deem appropriate. The rents received by Landlord from any such
re-letting (without termination of this Lease) shall be applied: first, to the
payment of all Rent due, which represents costs and expenses incurred by
Landlord, second, to payment of all other Rent due and unpaid; and third, any
rent remaining shall be held by Landlord to be applied to the Rent which becomes
due in the future under this Lease. If the rents from such re-letting are
insufficient to pay the Rent due under this Lease as the Rent becomes due,
Tenant shall pay the deficiency to Landlord or its designee, on or before the
first day of each calendar month for which there will be a deficiency.

24.04. Landlord shall have no obligation to re-enter or re-let the Office, or
otherwise mitigate damages unless tenant and all other occupants have vacated
the Office and Tenant has given landlord notice specifying tenant has
permanently abandoned the Office. Landlord's obligation to mitigate damages
shall be qualified as follows:


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(A) Landlord shall not be obligated to make any effort to mitigate damages
except to the extent the effort would be commercially reasonable for a landlord
in circumstances similar to the Landlord;

(B) Landlord shall have no obligation to pay for any renovations, repairs or
alterations requested by any prospective tenant;

(C) Landlord shall have no obligation to lease the Office at less than fair
market rent and additional rent;

(D) Landlord shall have no obligation to lease the Office if Landlord has other
suitable space for lease or Landlord expects the Landlord will have other
suitable space for lease in the following three months;

(E) Landlord shall have no obligation to lease the Office if the prospective
tenant or the lease acceptable to the proposed tenant is not reasonably
satisfactory to the landlord in every material respect, including the business
background and creditworthiness of the tenant, the compatibility of the
replacement tenant and its use with the other tenants in the Project and the
other tenants' uses and lease provisions;

(F) Landlord shall have no obligation to seek a replacement tenant by any means
the landlord does not generally employ for leasing vacant space in the Project.

24.05. In the event this Lease is terminated by Landlord after a Default, Tenant
shall within ten days after demand by Landlord, pay to Landlord as liquidated
damages, all the Rent required to be paid pursuant to Article 8 of this Lease,
from the Termination Date through the latest date the term of this Lease would
have otherwise expired, less any amount of money which Tenant proves is the fair
market rent and additional rent for the Office in the condition the Tenant left
it in, with the resulting figure discounted to present value at the rate of
interest payable on unpaid money judgments in the State in which the Project is
located. The amount of Rent due during each Lease Year or partial Lease Year
after the Termination Date, shall be equal to (or prorated based upon) the mean
average Rent for the preceding three Lease Years (or such lesser number of Lease
Years [or calendar months] which may have run during the term of this Lease).

ARTICLE 25. WAIVER BY TENANT:

25.01. Tenant hereby waives any right it may have at Law to redeem this Lease or
its interest in this Lease after a Default.

25.02. Tenant hereby waives any homestead rights or exemptions it may have,
which might exempt any property of Tenant from a levy or execution, to satisfy
any outstanding obligations of Tenant under this Lease.


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<PAGE>

ARTICLE 26. NO WAIVER BY LANDLORD:

26.01. No act or omission on the part of Landlord shall constitute a waiver of
any right of Landlord or relieve Tenant from the performance of any obligation
under this Lease, unless Landlord expressly grants a waiver in a writing signed
by Landlord. No waiver of any right or obligation on any one or more occasions
shall constitute a waiver with respect to any other occasions.

26.02. No acceptance of money by Landlord in an amount less than the amount of
Rent due shall constitute an acceptance of such lesser amount in full payment.
It shall merely constitute a payment on account of the amount of Rent due, not
an accord and satisfaction, regardless of any endorsement or limitation on any
check or other document Acceptance of payment of Rent on account, shall be
without prejudice to the exercise of any other rights or remedies Landlord may
have.

ARTICLE 27. ATTORNMENT:

Unless and until Landlord, or the holder of a mortgage or deed of trust or the
landlord under any ground or underlying lease encumbering the Office or Project,
shall elect to terminate this Lease, this Lease shall remain in full force and
effect, despite the fact that: (i) any mortgage or deed of trust encumbering the
Office or Project is foreclosed or the Office or Project or any part of the
Project is sold under a power of sale; or (ii) any deed is given in lieu of the
foreclosure of any such mortgage or deed of trust; or (iii) any ground or
underlying lease to which this Lease is subordinated, is terminated; or (iv) any
action or proceeding is commenced by Landlord, or any holder of a deed of trust
or mortgage or the landlord under any ground or other underlying lease
encumbering the Office or Project. Tenant shall attorn to Landlord, or its
successor (including without limitation intended, any purchaser of the Office or
Project at foreclosure), or any holder of any mortgage or deed of trust, or any
landlord under any ground or other underlying lease encumbering the Office or
Project.

ARTICLE 28. RULES AND REGULATIONS:

Tenant shall comply with all reasonable rules and regulations ("RULES AND
REGULATIONS") adopted, amended and repealed, by Landlord, at any time and from
time to time, for the use, operation and occupancy of the Project, including
without limitation intended, the Open Common Area and the Office. A copy of the
Rules and Regulations in effect on the date this Lease was delivered to Tenant
is annexed as EXHIBIT "F" to this Lease. Any act or omission by Tenant, in
breach of the Rules and Regulations shall constitute a breach by Tenant in the
performance of its obligations under this Lease. Landlord shall give Tenant
notice of the adoption of any new Rules and Regulations, or the modification or
repeal of any existing Rules and Regulations, and any such adoption,
modification or repeal shall be binding upon Tenant as if incorporated in this
Lease by reference, ten days after notice thereof is given to Tenant.

ARTICLE 29. CONTROL OF COMMON AREA:


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<PAGE>

The Common Area shall at all times be subject to the exclusive control and
management of Landlord, including without limitation intended, the power to
limit, control and direct pedestrian and vehicular traffic and parking. Landlord
shall have the right to use or limit the use of the Common Area for any purpose
whatsoever, that Landlord deems appropriate for the Project, including without
limitation intended, any Improvements, shows, displays, demonstrations,
promotions, and kiosks; and to prevent the dedication of any part of the Project
or the accrual of any prescriptive or other rights in favor of the public or any
other persons. Landlord shall also have the right to remove and/or exclude from
the Common Area, any person who fails to comply with any Rule or Regulation, or
uses or occupies the Common Area for any purpose not specifically authorized by
this Lease or the Rules and Regulations or by Landlord in a writing signed by
Landlord; provided, however, that if Tenant is an entity, Tenant shall not be
removed or excluded from the Common Area (but any offending principal, employee,
agent, contractor or supplier may be excluded) unless Tenant's breach of the
Rules and Regulations continues after the expiration of any applicable grace
period.

ARTICLE 30. CONTROL OF PROJECT:

30.01. Landlord shall have the right at any time, and from time to time, to
(i) make any additional Improvements, in or about the Project or any part
thereof; (ii) to alter, delete and enlarge any existing Improvements; (iii)
to enlarge or decrease the size of the Project by adding additional land
and/or Improvements, or subdividing, selling or otherwise reducing the land
and/or Improvements comprising the Project; provided, however that in no
event shall any such activity unreasonably disrupt the business of Tenant in
the Office, or unreasonably impair access to and from the Office. No site
plan furnished to Tenant shall in any manner limit the rights of Landlord
under this Article. Without limiting the rights of the Landlord under this
Section 30.01, Tenant acknowledges that Landlord shall have the right to
construct or permit the construction of an additional office building with a
parking garage on the Northeasterly portion of the Project.

30.02. Despite the preceding Section 30.01, if Landlord is engaged in any
necessary repairs, replacements, or any expansion or renovation of the
Project or any substantial portion of the Project, then Landlord shall not be
liable for and Tenant shall have no rights arising from any temporary
obstruction of access to or from the Office, or diminution of Tenant's
ability to use the Office, unless the obstruction or diminution could have
readily been avoided without incurring any unusual or extraordinary expense,
which extraordinary expense shall include without limitation intended, the
payment of overtime or other premium compensation.

30.03. If the operation of Tenant's authorized business is disrupted by Landlord
repairs, replacements, expansion or renovation, to such a degree that operation
of Tenants business is not feasible, and such disruption continues for 48
consecutive hours or longer after Tenant gives Landlord notice of such
interference and Tenant's cessation of business as a result; then the Monthly
Rent shall abate for the lesser of the following periods of time: (i) the period
of such disruption following the giving of such notice; or (ii)


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<PAGE>

the period of time Tenant ceases its authorized business as a result of such
disruption.

ARTICLE 31. SIGNS:

31.01. SIGNS WITH LANDLORD APPROVAL: Prior to the Commencement Date, Tenant
shall install, and throughout the term of this Lease maintain, a sign on the
front door of the Office or immediately adjacent to the front door, in
accordance with the requirements specified in EXHIBIT "G" of this Lease.
Except as otherwise provided in this Section 31.01, without the prior consent
of the Landlord, Tenant shall not install or permit the installation or
maintenance of any permanent or temporary sign, price, billboard,
advertisement, circular, lettering, placard, poster, pennant, flag, awning,
name, insignia, trademark, logo, decoration, banner, descriptive or similar
item (collectively "SIGN"), which is visible from the exterior of the Office.
Any Sign installed or maintained contrary to the provisions of this Section
31.01, may be removed by Landlord without notice and without any liability.

32.02. SIGNS INSTALLED BY LANDLORD: On the Commencement Date, Landlord shall
insert Tenant's name in: (i) the directory located on the first floor lobby of
the building in which the Office is located; and (ii) if the Office is located
above the first floor, in the directory located in the immediate vicinity of the
elevators on the floor(s) on which the Office is located.

32.03. EXTERIOR SIGNS: Subject to compliance with all applicable Law, Tenant
shall be permitted at its sole cost to install and maintain professionally
prepared exterior signs reasonably acceptable to the Landlord: at a mutually
acceptable location on the parapet walls, identifying the name of the Tenant;
and attached to the curtain glass exterior identifying the name of the Tenant
or directly related to the business of Freei Networks, Inc.

ARTICLE 32. INDEMNIFICATION

32.01. INDEMNIFICATION BY TENANT: Tenant shall indemnify and hold Landlord,
Landlord's predecessors in interest, all persons and entities designated by
Landlord who have any interest in the Project, and all persons acting on their
behalf, harmless, from and against any and all liabilities, costs, damages and
expenses (including without limitation intended, attorneys' fees, disbursements,
and amounts paid in settlement of claims), (collectively "CLAIMS") incurred as a
result of, or in connection with the use, operation or occupancy of the Office
or the Project by Tenant, or any person or entity permitted in the Office by
Tenant (including without limitation intended, any act or omission by Tenant or
any person or entity permitted in the Office by Tenant, or in the Project at the
request of, or on account of the business of Tenant); except for on a
comparative basis for any Claims arising out of the negligence or other tortous
conduct of Landlord, its employees, agents, contractors and suppliers; or any
breach of Landlord's obligations under this Lease; or any violation of Law by
Landlord, its employees, agents, contractors and suppliers.

32.02. INDEMNIFICATION BY LANDLORD: Landlord shall indemnify and hold Tenant,
Tenant's predecessors in interest, all persons and entities occupying the Office
in


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<PAGE>

accordance with this Lease, and all persons acting on their behalf, harmless,
from and against any and all Claims, incurred as a result of, or in connection
with the negligence or other tortious conduct of Landlord, its employees,
agents, contractors and suppliers; or any breach of Landlord's obligations under
this Lease; or any violation of Law by Landlord, its employees, agents,
contractors and suppliers; except on a comparative basis for any Claims arising
out of the negligence or other tortious conduct of Tenant, its employees,
agents, contractors and suppliers; or any breach of Tenant's obligations under
this Lease; or any violation of Law by Tenant, its employees, agents,
contractors and suppliers.

ARTICLE 33. SURRENDER OF THE OFFICE:

33.01. On or prior to the Termination Date, Tenant shall surrender the
Office, broom clean, in good condition and repair (except for reasonable wear
and tear, and damage caused by Casualty covered or required to be covered by
the Project's Insurance) and deliver all keys, combinations and other lock
opening devices for all locks and alarms in and about the Office, to
Landlord. Within five days after the Termination Date, Tenant shall remove
all property of Tenant, including without limitation intended, all trade
fixtures and furnishings, and repair all damage which may result from the
removal of such property. Despite the provisions of the immediately preceding
sentence Tenant shall not remove any property of Tenant, in the event
Landlord has given Tenant notice of any default by Tenant, in the performance
of any of its obligations under this Lease, and such notice remains
outstanding. If Tenant made any Improvements or alterations without
Landlord's consent, at the request of Landlord Tenant shall remove the
Improvements or alterations on or before the Termination Date and restore the
Office to the condition which existed before the Improvements or alterations
were made without Landlord's consent.

33.02. In the event Tenant fails to remove any property of Tenant or any person
or entity permitted in the Office, by Tenant, within five days after the
Termination Date, then such property shall be deemed abandoned by Tenant, and
may be removed, stored or sold by Landlord without notice or liability to, and
at the sole expense of Tenant.

ARTICLE 34. LIMITATIONS OF LANDLORD'S LIABILITY:

34.01. Landlord shall have no obligation or liability for the fulfillment of any
obligation of the Landlord under this Lease, which accrues prior to or after the
date Landlord is the owner or ground lessee of the real property comprising the
Project.

34.02. Landlord shall have no obligation or liability for the fulfillment of any
obligation of the Landlord under this Lease unless Landlord fails to perform any
of its obligations under this Lease and such breach shall continue for 30 days
after the date Tenant gives Landlord notice specifying Landlord's breach of its
obligations; provided, however, that if the breach is not reasonably susceptible
of being cured within such 30 day period, Landlord gives Tenant notice
specifying the reason(s) for the delay within such 30 day period, and Landlord
promptly commences the cure and diligently prosecutes the cure to completion,
then such 30 day period


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<PAGE>

shall automatically be extended for such period of time as may reasonably be
required to cure the breach; provided, however, that in all circumstances the 30
day period shall not be extended to last longer than 90 days.

34.03. In the event Landlord breaches its obligations under this Lease and fails
to cure the breach prior to the expiration of the applicable grace period, or
Landlord is otherwise liable to Tenant as a result of any act or omission by
Landlord or any person or entity acting on behalf of Landlord, Tenant shall look
solely to the ownership or leasehold interest of Landlord in the Project, for
the recovery of any damages incurred by Tenant. Tenant shall not seek to
restrain Landlord, or levy, execute or otherwise seek to enforce any order,
judgment or claim against any other assets of Landlord; nor against Landlord's
principals, agents, or employees or any of their assets.

ARTICLE 35. DISPUTES BY TENANT:

In the event Tenant disputes the amount or propriety of any demand by Landlord,
for the payment of any Rent, Tenant shall immediately pay the amount demanded by
Landlord, and simultaneously with payment, give Landlord specific notice of the
nature of the Rent and amount disputed by Tenant.

ARTICLE 36. Intentionally Deleted.

ARTICLE 37. FORCE MAJEURE:

In the event that Landlord or Tenant is delayed or prevented from the
performance of any of their respective obligations under this Lease, because of
any strike, lockout, labor trouble, inability to procure materials, failure of
power, Law, riot, insurrection, war, act of God, or similar cause wholly outside
the control of, and brought about by a force or persons or entities wholly
unrelated to the party delayed or unable to perform (collectively "FORCE
MAJEURE"); the performance of such act shall be excused for the period of any
such delay; provided notice specifying the Force Majeure is promptly given to
the other party under this Lease and if such notice is not given promptly, then
delay shall be excused only to the extent delay occurs after notice specifying
Force Majeure is given to the other party under this Lease. Despite the
provisions of the immediately preceding sentence to the contrary, the provisions
of this Article shag not excuse Tenant from its obligations to pay all Rent.

ARTICLE 38. HOLDING OVER:

In the event Tenant holds possession of the Office, (i) after the Termination
Date or after the date Tenant's right to possession of the Office ends, and
(ii) without the written consent of Landlord; then Landlord may elect by notice,
to either:

38.01. Make Tenant a tenant from month-to-month, at double the Minimum Rent
provided for in this Lease, but subject to all other obligations of Tenant under
this Lease, and all other provisions of this Lease, prorated or adjusted to a
month-to-month tenancy; or


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<PAGE>

38.02. Treat Tenant as a trespasser, and recover possession of the Office from
Tenant by any means provided for in this Lease or by Law; including seeking
recovery of damages incurred by the Landlord as a result of Tenant's failure or
refusal to surrender possession (including any damages incurred by Landlord as a
result of Landlord's failure to timely deliver possession to any other tenant).
In the event Landlord accepts payment of Monthly Rent for any period after the
Termination Date or Tenant's right to possession of the Office ends, then
Landlord shall be deemed to have made the election provided for in Section 38.01
of this Lease.

ARTICLE 39. TITLE EXCEPTIONS:

This Lease is subject to all recorded and unrecorded mortgages, deeds of trust,
security agreements, ground and other underlying leases, easements,
restrictions, covenants and Law, now in existence or later created.

ARTICLE 40. BROKERS:

40.01. The parties to this Lease ("WARRANTOR") represent and warrant to each
other ("WARRANTEE") that except for Colliers International (Arvin L. Vanderween
("BROKER"), no broker, finder or other person is entitled to any money or other
consideration (including without limitation intended, broker's or finder's fee
or commission), on account of the acts of the Warrantor or any person acting on
its behalf, and the execution or delivery of this Lease, or the leasing of the
Office. Landlord shall pay the Broker any money or other consideration which the
Broker is entitled to in connection with this Lease and the leasing of the
Office; provided there is a written brokerage agreement between the Landlord and
the Broker and the money or other consideration is specified in the brokerage
agreement. Warrantor shall indemnify and hold the Warrantee harmless, from and
against any and all liabilities, costs, damages and expenses (including without
limitation intended, Litigation Expenses), incurred by the Warrantee, as a
result of any claim made by any person or entity, which is inconsistent with the
representation and warranty made by the Warrantor in the first sentence in this
Article.

40.02. WASHINGTON STATE ONLY - Landlord and Tenant acknowledge that prior to the
signing of this Lease and any related documents, they were each provided with a
copy of a pamphlet titled "Law of Real Estate Agency" which included the text of
RCW 18.86.010 through 18.86.030, 18.86.040 through 18.86.110 and 18.86.900.

Initial:  [Illegible]          [Illegible]
        ----------------     ---------------

ARTICLE 41. QUIET ENJOYMENT:

Provided and for so long as Tenant shall fulfill all of its obligations under
this Lease, Tenant shall quietly enjoy the Office without molestation by
Landlord or any person or entity claiming the office in compliance with the Law,
subject to the provisions of this Lease and all mortgages, deeds of trust, other
security agreements, ground and other underlying leases to which this lease may
be subordinate.


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<PAGE>

ARTICLE 42. NO PARTNERSHIP/JOINT VENTURE:

This Lease and the relationship of Landlord and Tenant shall not create a
partnership or joint venture.

ARTICLE 43. REMEDIES CUMULATIVE:

Each remedy and right of Landlord and Tenant in this Lease shall be cumulative
and shall be in addition to all rights and remedies granted in this Lease or by
Law. The exercise of any one or more of such remedies as a result of a default
shall not preclude the exercise of any other remedies as a result of such
default.

ARTICLE 44. NOTICES:

Any notice, request, demand, approval, consent or other communication
(collectively "COMMUNICATION") concerning this Lease or any transaction or
matter arising in connection with this Lease, including any contemplated by any
of the exhibits to this Lease, shall be in writing and given to the party to
which it is directed, at the address specified in the first paragraph of this
Lease. Such address may be changed by a Communication given in accordance with
the provisions of this Article. Any Communication shall be (i) delivered
personally and a signed receipt obtained: or (ii) sent by certified mail, return
receipt requested; or (iii) sent by Federal Express or similar nationally
recognized courier service which promises next business day delivery. Any
Communication shall be deemed given on (i) the date personally delivered to the
other party and a signed receipt obtained; or (ii) three days after deposit,
postage prepaid, in any United States Postal Service branch or official
depository; or (iii) the next business day after delivery to and acceptance by
Federal Express or similar nationally recognized overnight courier service
promising next business day delivery; whichever event shall occur earliest. Any
Communication given by any management agent of the Project or attorney for
Landlord shall be deemed a Communication given by Landlord.

ARTICLE 45. ATTORNEY & FEES:

In the event of a default by a party under this Lease, any Litigation Expenses
incurred by the party entitled to performance under this Lease, in the exercise
or enforcement of any of the fights or remedies of such party under this Lease
or the Law, shall be paid by the party in default to the party entitled to
performance (and if payable to Landlord shall be paid as Rent), within ten days
after demand by the party entitled to payment.

ARTICLE 46. LANDLORD'S RIGHT TO PERFORM TENANTS OBLIGATIONS:

In the event that (i) there Is a Default, or (ii) Tenant breaches any of its
obligations under this Lease and there is an actual or apparent emergency; then
in either case, Landlord shall have the right at the sole cost and expense of
Tenant, to elect to perform any such obligation, without notice to Tenant in the
case of any actual or apparent emergency (provided Landlord

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<PAGE>

shall attempt to give Tenant notice by telephone or other means reasonable under
the circumstances), and in the absence of any actual or apparent emergency
without any notice except any notice of breach or potential default required by
this Lease.

ARTICLE 47: RECORDING:

Tenant shall not record this Lease. At the request of Landlord or Tenant, the
parties shall at the sole cost and expense of the party making the request,
execute, acknowledge and deliver a memorandum of this Lease, in form suitable
for recording.

ARTICLE 48. DISCRETION:

Whenever the consent, approval or permission of a party under this Lease is
sought from the other party under this Lease, or the satisfaction, discretion,
or designation of a party under this Lease is provided for by this Lease, the
party whose consent, approval or permission is sought and the party whose
satisfaction, discretion or designation is provided for, shall not unreasonably
withhold, delay, condition or exercise its consent, approval, permission,
satisfaction, discretion or designation.

ARTICLE 49: TIME OF THE ESSENCE:

Time shall be of the essence for the performance of all of the obligations of
Tenant under this Lease.

ARTICLE 50: MISCELLANEOUS:

50.01. SUCCESSORS: The rights and obligations of Landlord and Tenant under this
Lease, shall inure to the benefit of and be binding upon Landlord and Tenant and
all persons and entities who succeed to the respective rights and obligations of
Landlord or Tenant, in accordance with the provisions of this Lease.

50.02. MODIFICATION: This Lease cannot be changed orally. It can only be changed
in writing and the writing must be signed by the party against whom the change
is sought to be enforced.

50.03. ENTIRE AGREEMENT: This Lease is signed by Landlord and Tenant as a final
expression of all the terms of their agreement and as a complete and exclusive
statement of its terms.

50.04. COUNTERPARTS: This Lease may be signed in counterparts with the same
force and effect as if all required signatures were contained in a single
original instrument.

50.05. LANDLORD'S SIGNATURE: Despite the statements, promises, acts or omissions
of any person or entity, this Lease shall not be binding upon Landlord, unless
and until this Lease (or a counterpart) Is signed by both Landlord and Tenant.

LEASE - 42


<PAGE>

50.06. CAPTIONS: The captions in this Lease were inserted for the convenience of
reference only. They do not in any manner define, limit or describe the
provisions of this Lease or the intentions of Landlord or Tenant.

50.07. GENDER/SINGULAR/PLURAL. Whenever masculine, feminine, neuter, singular or
plural terms are used in this Lease, they shall be construed to read in whatever
form is appropriate to make this Lease applicable to all persons, entities, acts
and transactions.

50.08. RULE OF CONSTRUCTION NEGATED: In the event it shall be necessary to
construe this Lease, the rule of construction that an instrument should be
construed against the party who prepared the instrument, shall be disregarded.

50.09. PARTIAL INVALIDITY: In the event that a court of competent jurisdiction
declares that one or more provisions of this Lease are invalid or unenforceable,
the remaining provisions of this Lease shall nevertheless remain in full force
and effect. However, in the event that such declaration results in any reduction
of any Rent, Landlord shall have the right to terminate this Lease 30 days after
the date that notice of termination is given by the Landlord.

50.10. EXHIBITS INCORPORATED: The exhibits annexed to this Lease are hereby
incorporated by reference in their entirety with the same force and effect as if
they were set forth in this Lease in their entirety.

50.11. COVENANTS: All of the obligations of Tenant under this Lease shall
constitute material covenants.

50.12. JOINT AND SEVERAL LIABILITY: Each person and entity which is a Landlord
or Tenant (if more than one) shall be singularly and collectively liable for the
full performance of all of the obligations of the respective party under this
Lease.

50.13. TENANTS REVIEW/ATTORNEY: Tenant acknowledges that prior to signing this
Lease, Tenant has been given an adequate opportunity to (i) review this Lease;
and (ii) consult with an attorney.

50.14. OBLIGATIONS SURVIVE: The termination or expiration of this Lease shall
not relieve Tenant from performance of its obligations under this Lease, which
have accrued prior to the Termination Date, or are expressly or impliedly
required to be performed after the Termination Date. Without in any way limiting
the general application of the provisions of the immediately preceding sentence,
the obligations of Tenant under the Article of this Lease captioned
"INDEMNIFICATION" shall survive the termination or expiration of this Lease.

50.15. CONDITION TO LEASE EFFECTIVENESS: Despite any other provision of this
Lease to the contrary, this Lease shall not become effective when executed,
unless and until the beneficiary under the trust deed which encumbers the
Project ("LANDLORD'S MORTGAGEE"), consents to the Landlord's execution of this
Lease. If such consent is not

LEASE - 43


<PAGE>

Obtained prior to January 31, 2000; then both parties shall be relieved of
and released from all obligations and liabilities under this Lease. Within
one business day after Tenant receives a copy of this Lease executed by
Landlord, Tenant shall deliver to Landlord for distribution to Landlord's
Mortgagee, copies of: (i) Tenant's financial statement, including balance
sheet and income and expense statement, covering the Tenant's most recently
completed fiscal year, or if Tenant has not been engaged in business for a
complete fiscal year; then for the completed quarters Tenant has been engaged
in business; and (ii) any business plan, preliminary prospectus, annual
report or similar document which describes the Tenant and its operations. The
distribution shall be made to Landlord's Mortgagee to provide the Landlord's
Mortgagee with information it may use to evaluate whether to consent to the
Landlord's execution of this Lease.

50.16. SATELLITE DISHES, ANTENNAE, ETC.: Tenant shall have the right to
install, operate, maintain, repair, replace and remove a satellite dish or
antenna (including a microwave antennae) and all necessary related equipment
at the Center (collectively "Communications Equipment") subject to the
following terms, conditions and limitations: (i) the location of the
Communications Equipment shall be on the roof of the building within the area
depicted on EXHIBIT "H" of this Lease or on top of the parapet walls of the
Project or such other location at the Project as Landlord shall reasonably
direct (so long as such location provides for the same or better reception
and transmission of signals) and if Landlord expands or reconfigures the
Project so as to require the relocation of the Communications Equipment,
Tenant shall relocate the Communications Equipment, as Tenant's sole cost and
expense, to a new location at the Project reasonably designated by Landlord
(so long as such location provides for the same or better reception and
transmission of signals); (ii) the installation, operation, maintenance,
repair, replacement and removal of the Communications Equipment, and any
attendant costs and expense, shall be the sole responsibility of Tenant;
(iii) if required by Landlord, Tenant shall screen the Communications
Equipment in the manner and using the materials required by Landlord; (iv)
Tenant shall obtain any approval required by any Government having authority
over the Communications Equipment, including its installation or operation
and upon Landlord's request, shall deliver evidence of same to Landlord; (v)
Tenant's installation and operation of the Communications Equipment shall not
interfere with the operation of any other tenant's business in the Project,
including without limitation intended, any other tenant's reception of radio,
television or other broadcast signals, or the operation or any other
transmission or receiving device at the Project; (vi) Tenant shall give
Landlord reasonable prior notice of the necessity to access the
Communications Equipment for service, except in the case of an emergency;
(vii) at the expiration or earlier termination of the Lease, Tenant shall
remove the Communications Equipment and (if located on the roof, Tenant shall
use Landlord's roofing contractor to) repair all damage caused by such
removal; (viii) the height of the Communications Facilities and screening,
shall not exceed 5 feet and the weight of the Communications Equipment and
screening shall not exceed 25 pounds per square foot; (ix) any roof or
exterior wall installations or penetrations must be performed by the
Landlord's contractor at Tenant's expense; (x) Tenant shall maintain and
operate the Communications Equipment in accordance with all applicable Law;
(xi) Tenant shall maintain the Communications Equipment in good condition and
repair; (xii) Tenant shall indemnify and hold the Landlord harmless from any
liabilities, damages, costs and expenses (including reasonable

LEASE - 44


<PAGE>

Litigation Expenses), arising out of any claim, cause of action, suit,
proceeding or investigation related to the Communications Facilities.

         IN WITNESS WHEREOF, Landlord and Tenant have signed this Lease as of
the date first set forth in the first paragraph of this Lease.

TENANT:                                 Witness/Attest:
FREEI NETWORKS, INC.


By: /s/ Bob McCausland                  /s/ John D. Smith
   ------------------------------       ------------------------------
   Signature                            Signature  John D. Smith
   Title: President/CEO


LANDLORD:                               Witness/Attest
PRIMESTAR INVESTMENT CORP.


By: /s/ Tasnim Sayani                    [Illegible]
   ------------------------------       ------------------------------
   Signature                            Signature
   Title: President
         ------------------------


LEASE - 45


<PAGE>

STATE OF WASHINGTON)
                   )ss.
COUNTY OF KING     )

         1, the undersigned, a notary public in and for the State of
Washington, hereby certify that on this 21st day of January, 2000, personally
appeared before me Robert (Bob) McCausland to me known to be the
President/CEO of FREEi Networks, Inc., the corporation that executed the
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 is authorized to execute the said
instrument and that the seal affixed is the corporate seal of said
corporation.

                                /s/ Michelle Pion
                                --------------------------------
 [affix seal]                  NOTARY PUBLIC, in and for the
                               State of Washington
                               My appointment expires
                                    11-16-2003
                               --------------------------
                               Residing at Pierce County
                                           ---------------


STATE OF WASHINGTON)
                   )ss.                                 MICHELLE PROPER
COUNTY OF KING     )                          Notary Public, State of Washington
                                              Expiration Date November 16, 2003



         I certify that on the undersigned, a notary public in and for the
State of Washington, hereby, this 21st day of January, 2000, personally
appeared before me Tasnim Sayani, to me known to be the PRESIDENT of
Primestar Investment Corp., the corporation that executed the 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 is authorized to execute the said
instrument and that the seal affixed is the corporate seal of said
corporation.

                    /s/ John D. Smith
                    ----------------------------
 [affix seal.]     NOTARY PUBLIC, in and for the
                    State of  Washington
                    My appointment expires
                       11.16.2000
                   -----------------------                JOLENE D. SMITH
                   Residing at Pierce County       Notary Public, State of
                                ---------------           Washington
                                                   Expiration Date November
                                                           16, 2003


LEASE - 46


<PAGE>

Rider to Lease dated January 21st, 2000, between Primestar Investment Corp.,
as Landlord, and Freei Networks, Inc., as tenant. Landlord and Tenant further
agree that:

R.1. Generator:

1.01. Provided Tenant obtains Landlord's prior approval of plans and
specifications, Tenant shall have the right to install: (i) one new or like-new
220 KW emergency generator, East of the dumpster, on a concrete slab with
concrete vault Tenant shall pour and install to support the generator, and (ii)
an electrical raceway running from the concrete vault to the building and up to
the second floor and roof.

1.02. Landlord shall give Tenant access to the existing electrical utility vault
and from the existing electrical utility vault to the vault described in Section
R.1.01 above.

1.03. The generator shall be operated only during such periods of time as the
electrical supply to the Office is interrupted, for required servicing,
maintenance and repairs.

1.04. The generator shall be maintained in good condition and repair and
mufflered at all times.

1.05. When the term of this Lease expires or is sooner terminated, Tenant shall
remove the generator, and all appurtenances, and at Landlord's request remove
the concrete slab and restore the parking lost as a result of the Tenant's
installation.

1.06. The 198 parking spaces provided for in this Lease shall automatically be
reduced by the number of parking spaces lost a result of the installations
authorized by this Section R.1.01.

R.2. Chiller: Provided Tenant obtains Landlord's prior approval of plans and
specifications, Tenant shall have the right to install a 30 ton chilled water
system on the roof, structurally supported by roof curvings, located between the
parapet wall and penthouse, approximately five feet high, four foot deep and 12
feet long.

R.3. Communication Cable/Wire: When Tenant or its contractor installs new
communicable cable and/or wire, Tenant or its contractor shall have the right to
remove the existing cable and/or wire servicing the Office; provided there is no
interference with any communications services provided to or by any other
occupant of the Project. Landlord shall pay for the reasonable costs of such
removal, but in no event more than $5,000.00

LEASE - 47


<PAGE>

LIST OF EXHIBITS

LEGAL DESCRIPTION OF PROJECT                         A

SITE PLAN OF PROJECT                   B

FLOOR PLAN OF OFFICE                                 C

CONFIRMATION AGREEMENT                               D (to be provided by
                                                        Landlord after final
                                                        signature and within
                                                        two (2) business days)

LANDLORD AND TENANT IMPROVEMENTS                     E

RULES AND REGULATIONS                                F

SIGN CRITERIA                                        G

ROOF PLAN                              H



LEASE - 48


<PAGE>

                                    EXHIBIT "A"

LEGAL DESCRIPTION:

Lot 1 of King County Short Plat No. 887025, recorded under recording No.
8912140335, records of King County, Washington, being a portion of King
County Short Plat No: 179058, recorded under recording number 7911200818, and
as corrected by affidavit under recording number 8002190659, being a
subdivision of a portion of Tracts 56, 57, & 58 State Plat in Section 16,
Township 21 North, range 4 East, W.M. in King County Washington, according to
the Plat thereof recorded in Volume 41 of Plats, Page 30, in King County,
Washington.

<PAGE>



                                   EXHIBIT "B"






                                   [SITE MAP]

<PAGE>



                                   EXHIBIT "B"






                                   [SITE MAP]

<PAGE>



                                   EXHIBIT "C"

                                  OFFICE FLOORS

Floor 2: 13,087
Floor 3: 12,663
Floor 4: 12,663
Floor 5: 11,530
Floor 6: 10,820

<PAGE>



                                   EXHIBIT "C"

                            SECOND FLOOR PARTITION PLAN

<PAGE>



                                   EXHIBIT "C"

                            THIRD FLOOR PARTITION PLAN


<PAGE>



                                   EXHIBIT "C"

                            FOURTH FLOOR PARTITION PLAN

<PAGE>



                                   EXHIBIT "C"

                            FIFTH FLOOR PARTITION PLAN


<PAGE>



                                   EXHIBIT "C"

                            SIXTH FLOOR PARTITION PLAN





<PAGE>

                                   EXHIBIT "E"

                        LANDLORD AND TENANT IMPROVEMENTS

                  Landlord and Tenant agree that:

                  1. DEFINITIONS: All capitalized terms used in this exhibit
which are defined in the lease to which this exhibit is attached, shall have
the meanings set forth in the Lease.

                  2. PLANS & SPECIFICATIONS:

                  2.01. Tenant shall not construct or install any Tenant
Improvements requiring the Landlord's consent, unless Tenant has obtained
Landlord's prior written consent of plans and specifications describing the
Tenant Improvements ("APPROVED PLANS AND SPECIFICATIONS"). All Tenant
Improvements requiring Landlord's consent, shall be constructed and installed in
accordance with the Approved Plans and Specifications.

                  2.02. Landlord's consent to Approved Plans and Specifications
does not constitute a determination, representation or warranty that the
Approved Plans and Specifications or Tenant Improvements comply with the Law,
are suitable for their intended purpose or are otherwise satisfactory. Tenant
shall be solely responsible for the content of the Approved Plans and
Specifications, their compliance with the Law, their suitability for their
intended purpose, and otherwise.

                  3. COMMENCEMENT OF CONSTRUCTION:

                  3.01. Prior to constructing or installing Tenant Improvements,
Tenant shall (i) procure all licenses, permits, certificates, approvals and
other authorizations (collectively "BUILDING PERMITS") required for the
construction and installation of Tenant Improvements, by any Law or the board of
fire underwriters or other recognized fire insurance rating organization
(collectively "FIRE UNDERWRITERS"); and (ii) deliver to Landlord evidence
satisfactory to Landlord, that all the Building Permits have been issued and are
in full force and effect.

                  3.02. Prior to constructing or installing any Tenant
Improvements, Tenant shall obtain Landlord's approval of all contractors and
subcontractors (collectively "CONTRACTORS") who shall construct or install any
material part of Tenant Improvements. To obtain such approval, Tenant shall
submit to Landlord, notice requesting such approval and containing the name and
address of each of the Contractors. In addition, if requested by Landlord within
ten business days after Landlord's receipt of such notice, Tenant shall deliver
to Landlord a current financial statement and current credit report for each of
the Contractors.


LEASE-49


<PAGE>

                  3.03. Prior to construction or installation of any Tenant
Improvements, Tenants general contractor shall meet with Landlord's management
agent or other designated representative, to review Tenant Improvements, the
provisions of the Lease, this exhibit and the Rules and Regulations applicable
to the construction and installation of Tenant Improvements.

                  4. INSURANCE:

                  4.01. Builder's Risk Insurance:  Prior to construction or
installation of any Tenant Improvements, Tenant shall obtain and thereafter
maintain in full force and effect through the date that Tenant Improvements are
completed, builder's completed value risk insurance (non-reporting form)
covering all of Tenant Improvements, Tenant's inventory and other personal
property in or about the Office or in the Project from time to time, in an
amount not less than the full replacement cost, without any deduction for
depreciation. Such insurance shall provide protection against loss or damage
from any hazard included within the coverage of "all perils" coverage.

                  4.02. Contractors' Insurance:  Prior to construction and
installation of any Tenant Improvements, Tenant shall require all of the
Contractors to obtain and thereafter maintain in full force and effect until
completion of Tenant Improvements, the following insurance coverage:

                           (a) Worker's compensation insurance in accordance
with the requirements of Law;

                           (b) Employer's liability insurance in an amount not
less than $300,000.00;

                           (c) Commercial general liability insurance,
including coverage for motor vehicle liability, with limits of not less
$1,000,000.00 combined single limits.

                  4.03. Prior to the commencement of Tenant Improvements: (a)
Tenant shall obtain and provide Landlord with certificates for the required
insurance coverage and; (b) if so required by Landlord, Tenant shall furnish or
cause its general contractor to provide Landlord with performance and labor and
material payment bonds in form and content satisfactory to Landlord and in an
amount equal to the total cost of Tenant Improvements or the total general
contract price. The bonds shall name Landlord as an additional beneficiary and
shall be issued by a surety company which is (a) authorized to write surety
bonds in the State of Washington; and (b) acceptable to Landlord.

                  4.04. The provisions of Section 9.02 of the Lease shall apply
to all insurance which Tenant and its Contractors are obligated to obtain and
maintain pursuant to this Article 4,


EXHIBIT "E" - LANDLORD
AND TENANT IMPROVEMENTS


<PAGE>

                  5. BASIC PROVISIONS GOVERNING TENANT CONSTRUCTION AND
                     INSTALLATION:

                  5.01. All of Tenant's fixtures, equipment and supplies
shall be new and of first class quality and appearance. Trade names used in
this exhibit are set forth to specify a standard of type and quality. Unless
otherwise specifically set forth in this exhibit, the use of trade names
shall not impose a requirement that a particular manufacturer's or supplier's
product be utilized; provided, however, that the use or installation of any
product other than that specified in this exhibit must be approved in advance
by Landlord, and any other product must equal or exceed the quality of the
product specified by trade name.

                  5.02. The construction and installation of Tenant Improvements
must be performed in accordance with all Law, the prevailing design and
construction standards of the Project, the requirements imposed by any insurer
which provides Casualty Insurance and the applicable Fire Underwriters.

                  5.03. Construction and installation of Tenant Improvements
shall be performed in a first class, workman-like manner, and Tenant
Improvements shall be in good usable condition and in first class appearance at
the time of completion.

                  5.04. Tenant shall require each of the Contractors, to
guarantee or warrant that their work shall be free from any and all defects in
workmanship and materials for a period ending on the first anniversary of the
date ("COMPLETION DATE") that their respective work is completed. Tenant shall
also require that each of the Contractors obligate itself by guaranty or
warranty to replace or repair without charge, any and all of the work performed
and any and all of the materials supplied by or through the respective
Contractor, which may become defective prior to the first anniversary of the
respective Contractor's Completion Date. The obligation to repair or replace
defective work and materials shall include all costs and expenses related to
correction of defects, and all work performed and materials damaged as a result
of such defects, repairs and/or replacements. All guarantees and warranties
shall name Landlord as a beneficiary, entitled to enforce such guarantees and
warranties against the Contractors without the participation or consent of
Tenant.

                  5.05. Tenant shall not construct install, use or operate
any bakery or cooking equipment, appliances or facilities (collectively "FOOD
EQUIPMENT"), including without limitation intended, hot plates, burners,
ovens, grills or deep fryers, without Landlord's prior consent. Nothing
contained in the preceding sentence shall prohibit the use of a plug-in drip
coffee maker, percolator or microwave oven solely for the use of Tenant's
employees, provided the appliances are located in a portion of the Office not
accessible to customers. In the event that any Food Equipment is constructed
or installed, prior to operation or use thereof, functional grease traps
shall be installed by Tenant where reasonably necessary for waste removal and
an ansul dry chemical automatic fire extinguisher system or its equivalent
shall be

EXHIBIT "E" - LANDLORD
AND TENANT IMPROVEMENTS


<PAGE>

installed by Tenant and in operation over ail Food Equipment, including without
limitation intended, deep fryers, grills and burners.

                  5.06. Any changes in the portions of the Project or the Office
which were constructed by or at the behest of Landlord or its predecessor in
interest, and which are requested by Tenant or reasonably required by the
Approved Plans and Specifications, shall be performed by Landlord or a
contractor designated by Landlord, but at the sole cost and expense of Tenant.
Such costs and expenses shall be payable upon demand.

                  5.07. Tenant shall not open the Office for business, unless
and until any Required Permits, including without limitation intended, any
certificate of occupancy required by any Law for the use or occupancy of the
Office has been issued, is in full force and effect and true copies have been
delivered to Landlord.

                  5.08. Within 30 days after the Office opens for business,
Tenant shall deliver to Landlord, a detailed breakdown of all the costs and
expenses incurred or paid or which shall be incurred or paid in connection with
Tenant Improvements, proof of payment of all Contractors and suppliers, and
unconditional lien waivers or releases in recordable form reasonably
satisfactory to Landlord, from all Contractors and suppliers.

                  6. AS IS: Except for the Landlord Improvements specified in
this Section 6, if any, Tenant accepts the Office in its current condition,
"AS IS, "WHERE IS". Landlord will make the following improvements prior to
the Commencement Date (i) build 3 or 4 mini-kitchens consisting of
counter-top, cabinets and sink (no appliances) in locations where the
existing plumbing and drains make it feasible to do so without bringing water
and drainage to new locations; (ii) paint all walls; (iii) shampoo all
carpets within the Office; (iv) replace all elevator lobby carpeting on all
floors leased by Tenant; (v) install new vinyl wall covering on each of the
elevator lobbies on all floors leased by Tenant; (vi) install new panels on
the interiors of all passenger elevator cabs; (vii) install one wide glass
door on the 6th floor; and (viii) in the board rooms on the 2nd and 6th
floors, upgrade the wall covering on one wall in each of the board rooms with
a special vinyl on which you can project a video or transparency image and
write with a felt-tipped pen.

                  7. ELECTRIC SERVICE:

                  7.01 The electrical service for the Office shall be:

(a) Actual square footage of gross leasable floor area within the Office (0-1,
199 sq. ft.) - 100 amp panel;

(b) Actual square footage of gross leasable floor area within the Office
(1,200+ sq. ft.) - 225 amp panel;

EXHIBIT "E" - LANDLORD
AND TENANT IMPROVEMENTS


<PAGE>

                  15.01. Tenant is fully responsible for the work and conduct,
work and supplies of its Contractors.

                  15.02. Before starting any work, the Contractors shall provide
proof of the insurance required in this exhibit, naming Primestar Investment
Corp. and GMAC Commercial Mortgage Corporation, as additional insureds.

                  15.03. Unless either this requirement is waived in writing by
Landlord or by the Lease, the general contractor shall provide Landlord with
100% performance bond and payment bonds. In lieu of bonds, general contractor or
Tenant may deposit with Landlord the contract amount in cash or its equivalent.

                  15.04. The general contractor shall provide Landlord with a
work schedule and a list of Contractors to be used on the job as specified in
Section [3.01], above.

                  15.05. All work by Contractors shall be performed solely
within the Office's interior during the Projects's business hours. No work shall
be performed during the Project's business hours which creates any noise, dust,
vibration or other offensive condition which may reasonably be objectionable to
any other tenant or occupant of the Project. No supplies shall be moved and no
work shall be done in Projects's Open Common Areas between the hours of 8:00 AM
and 5:30 PM, or the then current Projects business hours.

                  15.06. Contractor's equipment on floors is strictly limited
to designed weight limits as specified in Section 10.01, above. No special
equipment shall be used without Landlord's prior approval.

                  15.07. All Contractors shall construct and install the Tenant
Improvements in accordance with the Approved Plans and Specifications. All
significant changes must be approved by Landlord.

                  15.08. All Contractors shall properly and conspicuously
display all Building Permits.

                  15,09. Signs on the exterior of the barricade or elsewhere
shall be limited to any which may be approved by Landlord, or shall be limited
to Tenant's name, date of Office opening and general contractor's name and
address, and conform to Exhibit "G" of this Lease.

                  15.10. All Contractors shall strictly abide by all Law and
especially all State and Federal environmental, health and safety laws.
Contractors shall take every precaution to protect the public from all dangerous
conditions and operations

                  15.11, Any damage done to adjacent Common Areas or other
Offices during construction shall be immediately repaired to Landlord's
satisfaction.


EXHIBIT "E" - LANDLORD
AND TENANT IMPROVEMENTS


<PAGE>

                  15.12. General contractor shall maintain a representative at
the job site at all times during construction. Telephone numbers of all
Contractors shall be furnished to Landlord before construction commences, for
contact in event of any after business hours emergencies.

                  15.13. The general contractor shall arrange for all trash
removal related to construction. The general contractor shall keep all Common
Areas clean at all times. Any cleaning by the Project's personnel or
contractors, arising out of the Tenant Improvements shall be reimbursed by
Tenant upon demand. Before construction begins, general contractor shall make
arrangements with Landlord for any temporary electric power and water.

                  15.14. Contractors shall not install any finish materials that
do not strictly conform with the materials and colors specified on the Approved
Plans and Specifications.

                  15.15. Contractors shall not penetrate the roof in any manner,
nor install equipment through the roof without Landlord's prior approval as
specified in Section ___8, above.

                  16.16. Contractors shall verify entry floor elevations with
Landlord prior to installation. All tripping hazards shall be properly treated,
immediately.

                  15.17. Prior to installation of HVAC equipment, Tenant shall
submit for Landlord's review and approval HVAC design information, cooling and
heating loads and equipment data. No HVAC equipment shall be installed without
Landlord's prior approval. There shall be no changes, additions, or replacements
of HVAC equipment without the prior approval of Landlord.

                  15.19. Contractors' vehicles shall be properly marked with job
name on windshields. Non-essential vehicles and workers' personal vehicles
shall be parked in visitor parking areas(s) designated by Landlord.

                  15.20. All work outside of the Projects business hours shall
be coordinated in advance with the Project's security and maintenance chiefs.

                  15.21. Delivery and location of Refuse dumpsters and
containers, shall be subject to Landlord's prior approval. No area except the
Office shall be used for construction staging or construction storage. Without
the Landlord's prior approval, no construction equipment, tools, materials or
supplies shall be transported on any passenger elevator.

                  15.22. Contractors shall maintain peaceful labor relations
with all their workers and all of their suppliers' workers. If there are any
disputes, picketing, or disturbances,


EXHIBIT "E" - LANDLORD
AND TENANT IMPROVEMENTS


<PAGE>

Landlord shall have the right to immediately remove the Contractors subject to
the dispute, picketing or other disturbance from the Project until such dispute,
picketing or disturbance is settled or otherwise halted.

                  15.23. Contractors shall coordinate the orderly installation
or transfer of all Utilities meters, lines, and other facilities with the
appropriate agencies and/or utility providers.

                  15.24. This Section 15 is not an exclusive list of the
requirements Contractors must adhere to.

                  15.25. Any violation of any of the provisions of the Lease
including this exhibit shall be sufficient justification for Landlord to stop
all construction work until the deficiency is corrected.

                  15.26. Any special requests shall be submitted in advance to
Landlord's designated representative. In the absence of any specific
designation, Nizar Sayani, 2505 South 320th Street, Suite 101, Federal Way WA
98003, is Landlord's designated representative,

                  15.27. The use of un-licensed contractors and subcontractors
is strictly prohibited.

                  15.28. If there is no general contractor, then Tenant shall
fulfill all of the requirements to be fulfilled by a general contractor.

                  16. NOT A COMPLETE DOCUMENT: the provisions of and
obligations of Tenant set forth in this exhibit are in addition to and not in
lieu of the provisions and obligations set forth in the Lease.

                  17. CONFLICTS: To the extent, if any, that the provisions
of this exhibit may conflict with any of the provisions of the Lease,
whichever provisions are more beneficial to Landlord or Impose greater
obligations upon Tenant, shall govern and prevail.

Initials:  /s/                                      Initials: /s/
         ----------------------                              ----------------


EXHIBIT "E" - LANDLORD
AND TENANT IMPROVEMENTS


<PAGE>

                                   EXHIBIT "F"

                              RULES AND REGULATIONS

The following rules and regulations constitute the Rules and Regulations for the
Project known as 2505 South 320th, Federal Way, Washington. Each of the
capitalized terms used in these Rules and Regulations shall have the definition
set forth in the printed form of lease currently used by Landlord at the
Project.

                  1. Tenant shall not commit or permit any action or thing which
may disturb the quiet enjoyment of any other tenant in the Project, or any
person within 1,000 feet from the boundary of the Project.

                  2. Tenant shall not sell, distribute, or display or permit the
sale, distribution, or display of any alcoholic or intoxicating substances or
liquids whatsoever, or any other substance or liquid which may create a hazard
or may be annoying to other persons, or tenants, in or about the Project.

                  3. Tenant shall not use or permit the use of any advertising
or promotional media or devices which may create a hazard or may be annoying to
other persons or tenants in or about the Project, including without limitation
intended, handbills, flashing lights, searchlights, loudspeakers, sound
amplifiers, or any other- audio or video device heard or seen outside the
Office.

                  4. Tenant shall not use any portion of the Project outside of
the Office for the promotion or conduct of its business, including without
limitation intended, for the solicitation of business, advertising, display or
sales purposes. The prohibitions contained in the immediately preceding sentence
shall include without limitation intended, the distribution of handbills or
bumper stickers on or to motor vehicles in or about the Common Area.

                  5. Without the Landlord's prior approval of the dates, times
and means, Tenant, its contractors and suppliers, shall not: (i) move Tenant in
or out of the Office or in or out of the Project; nor (ii) move more than 500
pounds of personal property in the aggregate, in or out of the Office or in or
out of the Project during any single day. Landlord shall have the right to
prohibit any move between 8:00 AM and 5:30 PM or the then current business hours
of the Project. Tenant shall not move in or out of the Office or in or out of
the Project nor permit any of its contractors or suppliers to move in or out of
the Office or in or out of the Project, any fixtures, trade fixtures, furniture
or equipment, using any passenger elevators without the prior approval of the
Landlord.

                  6. Landlord may from time to time and at any time, designate
an area


EXHIBIT "F"
RULES AND REGULATIONS


                                       1
<PAGE>

("EMPLOYEE PARKING AREA") which shall be used for parking by Tenant and any
employees of Tenant. The Employee Parking Area may or may not be within the
Project. In such event, Tenant shall not park or permit any of its employees
to park any vehicles on any other portion (or any portion) of the Common
Area. Tenant shall within five days after demand by Landlord, furnish
Landlord with the colors, makes, models and license plates of all vehicles
used by Tenant and its employees. In the event Landlord designates an
Employee Parking Area, and Tenant or an employee of Tenant parks a vehicle in
Common Area which is outside the Employee Parking Area, Landlord may elect to
tow and Office such vehicle, and/or place violation stickers upon such
vehicle, and Tenant shall pay upon demand to Landlord or any tow truck
operator engaged by Landlord, the charges incurred for the tow and storage of
such vehicle.

                  7. Tenant shall use metal or plastic containers for the
storage of all day-to-day Refuse. Any out-of-the-ordinary Refuse, including by
way of example only, shipping cartons, construction debris and substantially
larger than normal volumes of ordinary Office Refuse, shall be disposed of by
the Tenant in the manner designated by Landlord.

                  8. Tenant shall segregate its used paper, magazines, cans,
bottles and other recyclables by distribution into such containers as the
Landlord may provide.

                  9. Tenant shall not load or unload or permit the loading or
unloading of any Improvements or inventory during any time other than such time
as Landlord may designate in writing; and shall not park or permit the parking
of any vehicles in any manner which shall unreasonably interfere with access to
or from any part of the Project. All loading and unloading of Improvements and
inventory shall be made through the service entrance of the Project and/or such
other locations as Landlord may designate in writing.

                  10. Tenant shall not obstruct or permit the obstruction of any
portion of the Common Area, nor erect or install or permit the erection or
installation of any Improvement in or about the Common Area.

                  11. Tenant shall not permit the use of any fire extinguishers,
fire alarm systems and other fire protection or suppression devices required by
any insurance company or Law except for the purpose for which they were
intended. Tenant shall fully cooperate in any fire drills or inspections
required by Landlord or Law.

                  12. If the Office has a separate thermostat, at a minimum,
Tenant shall keep the thermostat at a temperature no lower than 55 degrees to
avoid the freezing of pipes.

                  13. Tenant shall not (i) change the exterior color or surface
of the Office, or any Improvement on the exterior of the Office, or otherwise
change the exterior of the Office In any manner whatsoever, or (ii) use any of
the Utility systems for any purpose other


EXHIBIT "F"
RULES AND REGULATIONS


                                       2
<PAGE>

than that for which they were specifically designed, or (iii) dispose of any
Refuse in any plumbing system other than ordinary human waste; or (iv) install,
maintain or operate any disposal system of any nature whatsoever; or (v) except
in any area of the Office reserved solely for use by Tenants principals and
employees, install or operate or permit the installation or operation of any
coin, token, card operated or free vending machines for the sale or offer of any
property or service (including without limitation intended, pay telephones,
amusement devices and machines for the sale of food or beverage).

                  14. Tenant shall maintain peaceful relations with the public,
all of the Tenants customers, employees and agents, and all of Tenant's
contractors' and suppliers' employees and agents. If there are any disputes,
picketing, or disturbances (collectively "PROTEST"), Landlord shall have the
right to immediately remove any of the Tenant's contractors or suppliers subject
to the Protest from the Project until the Protest is settled or otherwise
halted. If there is a Protest against the Tenant, either (i) Tenant shall employ
only union labor and contractors if necessary to avoid or halt the Protest in or
about the Project; or (ii) Tenant shall at Landlord's request desist from any
further use or occupancy of the Office until the Protest ends.

                  15. Neither Tenant, its employees and agents, Tenants
contractors or suppliers, or contractors' or suppliers' employees and agents,
shall loiter, daily or otherwise hang out in the Common Area; nor consume any
beverage or food in any part of the Common Area except any areas designated by
the Landlord for such purpose. Landlord may designate an area (the "Employee
Break Area') which shall be used for breaks by the Tenant and its employees. If
Landlord designates an Employee Break Area, then Tenant shall not permit any of
its employees to take their breaks in any other portion (or any portion) of the
Common Area which is not an Employee Break Area.

                  16. The use of tobacco products is strictly prohibited in the
enclosed portions of the Project and the Office, including Without limitation
intended, smoking or chewing. Use of tobacco products is only permitted in the
portions of the Common Area which are not enclosed.

                  17. To the extent permitted by Law, Landlord shall have the
right to exclude from the Project, for any reason or no reason, any individual
who is not a tenant or other authorized occupant, or an employee, agent,
supplier or contractor of a tenant or other authorized occupant.

                  18. No individual shall wear or display any apparel or Sign,
which Landlord reasonably suspects may create a public disturbance or physical
conflict, including without limitation intended, any colors or apparel
associated with any gang.

                  19. No individual shall possess a firearm or dangerous weapon
in the

EXHIBIT "F"
RULES AND REGULATIONS


                                       3
<PAGE>

Project without the Landlord's prior consent.

                  20. No individual or entity shall make, convey or
disseminate any verbal, written or published statement or other form of
communication, including without limitation intended, Sign, advertisement,
pamphlet, or handout (except statements or other forms of communication
contained within inventory carried in the ordinary course of a Tenant's
authorized business), in or about the Project, to any customer or potential
customer, which: (i) criticizes the Landlord, the Project, or any occupant of
the Project or (ii) casts or tends to cast, the Landlord, the Project, or any
occupant of the Project in a false or unfavorable light; or (iii) subjects or
tends to subject, the Landlord, the Project or any occupant of the Project to
ridicule or scorn.

Intials:
        --------------        -------

EXHIBIT "OF"
RULES AND REGULATIONS


                                       4
<PAGE>

                                   EXHIBIT "G"

                                  SIGN CRITERIA

                  1. INTRODUCTION:

                  1.01. The following criteria have been established for the
purpose of enhancing the aesthetics of the Project, enhancing the quality of the
Project, and for the mutual benefit of all tenants.

                  1.02. All capitalized terms used in this exhibit and not
defined in this exhibit shall have the meanings given to them in the Lease.

2. COMPLIANCE: Tenant shall strictly conform the following criteria. Any Tenant
Signs visible from the exterior of the Office which do not conform must promptly
be either: (i) brought into conformance at the Tenant's expense; or (ii) removed
at the Tenant's expense.

                  3. GENERAL REQUIREMENTS:

                  3.01. Tenant shall submit or cause to be submitted to Landlord
for approval before fabrication, at least three copies of detailed drawings (to
scale), showing the location, size, layout, design and color of the proposed
exterior Sign(s), including all lettering and/or graphics. Landlord shall have
ten days after receipt of such drawings to approve or reject the drawings and
exterior Signs.

                  3.02. Any Required Permits for Signs and their installation
shall be obtained by Tenant, and copies delivered to Landlord before any
installation is begun.

                  3.03. All Signs shall be designed, constructed, installed and
removed at Tenant's expense.

                  4. GENERAL SPECIFICATIONS:

                  4.01. Signs must be professionally prepared and project a
professionally prepared appearance. Handmade, hand painted, hand lettered and
stenciled Signs shall not be used.

                  4.02. Signs shall employ red and/or black paint for all names,
words and other text,

                  4.03. No interior Sign shall exceed four square feet in size.
No Sign on the


EXHIBIT "G"
SIGN CRITERIA


                                       1
<PAGE>

exterior of the building shall exceed the size permitted by Law.

                  5. DESIGN REQUIREMENTS:

                  6.01. Wording of Signs shall not include the product or
service sold by the Tenant except as part of Tenant's trade name or insignia. No
"Tagline" Signs are permitted as Signs.

                  6.02. Signs shall not display the name of any tenant or other
occupant, except Tenant's name as shown in the Lease or as authorized by the
Lease. No product names shall be used in Signs.

                  6.03. Tenants are encouraged to have Signs with letter size
and location appropriately scaled and proportioned to the overall entrance to
the Office. The design of all Signs, including style and placement of lettering,
size, color, and materials, shall be subject to the prior approval of Landlord.

                  7. SIGN CONTENT:

                  No Sign shall be derogatory, critical or political in nature.
No Sign shall be inaccurate or misleading. No Sign shall promote or refer to any
conduct which is prohibited or not authorized by the Lease. Each Sign shall be
directly related to the identification of the Tenant in the Office.

                  8. MISCELLANEOUS SIGNS/REQUIREMENTS:

                  8.01. Tenant shall be permitted to neatly place upon each
entrance of its Office not more than 144 square inches of gold leaf or decal
application with red and/or black lettering not to exceed two inches (2") in
height with Tenant's name, the name of any department suite number, hours of
business, emergency telephone numbers, and the like.

                  8.02. Modifications or deviations from the Sign criteria shall
be permitted when, in Landlord's sole discretion, they produce an outstanding
Sign. Any modifications or deviations from the Sign criteria shall be
highlighted in all drawings submitted by Tenant, to bring them to the Landlord's
attention. Landlord's decision to reject or approve modifications and deviations
shall be final.

                  9. STANCHION SIGNS:

                  9.01. One free standing stanchion Sign may be
permitted,subject to Landlord's prior approval. No easels, free standing,
sandwich board or blade Signs are permitted, Sign drawings for all stanchion
Signs must be submitted to Landlord for prior


EXHIBIT "G"
SIGN CRITERIA


                                       2


<PAGE>

approval.

                  9.02. Stanchion Signs shall not exceed the following
dimensions:

                           (a)      Height: 4'-0"

                           (b)      Sign face: 18" x 24"

                           (c)      Maximum letter height: Capitals 6", Lower
                                    case 4"

                  9.03. Stanchion Signs shall used only to announce the opening
or closing of a Office, or for a promotional event, and shall be visible for no
longer and no more frequently than a two week time period, not to occur more
often than four times in any 12 calendar month period.

                  9.04. Stanchion Signs shall not protrude more than 16 inches
from the Office into the Open Common Area and shall be located directly in front
of the Office.

                  10. TEMPORARY SIGNS:

                  10.01. New Tenants, or existing Tenants undergoing a
significant remodel will be permitted to announce their Office and opening or
completion of remodeling with professionally prepared graphics painted on their
temporary construction walls, or a temporary hanging banner.

                  10.02. Tenants are encouraged to have unique and graphic
Signs. The text shall be limited to the name of the Tenant, name and address of
Tenants general contractor, and the opening date.

                  10.03. Signs permitted under this Section 10 shall not exceed
the following dimensions:

                           (a)      Office name & opening date: Maximum letter
                                    height: Capitals 18", Lower case 12"

                           (b)      Special opening promotions: Maximum letter
                                    height: Capitals 8", Lower case 6".

                           (C)      Sign length shall not exceed 6'- 0"

                           (d)      Sign height shall exceed 2'-0"


EXHIBIT "G"
SIGN CRITERIA


                                       3


<PAGE>

                  10.04. Temporary banners announcing the opening of a Office
may be attached to the exterior (inside the building) Office wall or door until
such time as the Office opens.

                  10.05. Immediately upon opening the Office for business,
temporary opening and remodeling banners must be removed by Tenant.

Initials: /s/                  /s/
        --------------         ----------------

EXHIBIT "G"
SIGN CRITERIA


                                       4
<PAGE>



                                                                    EXHIBIT H



                                   [ROOF PLAN]