<PAGE>
                                                                 Exhibit 10.1.10

                                      THE
                                 PITTOCK BLOCK

                                     LEASE

                        Between ALCO INVESTMENT COMPANY,
                            a Washington corporation
                                  ("Landlord")

                                      and

                       ADVANCED TELECOMMUNICATIONS, INC.,
                             a Delaware corporation
                                   ("Tenant")
<PAGE>

                                     LEASE

THIS LEASE is made and entered into this 19th day of November, 1999, between
ALCO INVESTMENT COMPANY, a Washington corporation ("Landlord"), and ADVANCED
TELECOMMUNICATIONS, INC., a Delaware corporation ("Tenant")

1.   BASIC LEASE PROVISIONS
     AND IDENTIFICATION OF
     ADDENDA AND EXHIBITS.
<TABLE>
<S>                              <C>                      <C>
11.  Basic Lease Provisions.     LEASED PREMISES:         See Exhibit B, containing approximately 4,878 square feet of rentable
                                                          floor area

                                 ADDRESS:                 921 SW Washington Street, Suite 410 Portland Oregon 97205

                                 LEASE TERM:              Ten (10) years

                                 COMMENCEMENT DATE:       January 1, 2000

                                 EXPIRATION DATE:         December 31, 2009

                                 MONTHLY BASE RENT:       Years 1-5:        $7,723.00 per month (see Base Rent Escalation Addendum
                                                                            and Emergency Generator Connection Fee Addendum for
                                                                            additional Monthly Base Rent payments)

                                                          Years 6-10:       adjusted to market rental rate of the Building pursuant
                                                                            to Market Rental Adjustment Addendum attached hereto

                                 APPLICABLE PERCENTAGE:   One and nine tenths of one percent (1.9%) (see Subsection 4.2(a))

                                 PERMITTED USES:          Location and operation of telecommunications equipment and general
                                                          offices.

                                 TENANTS REPRESENTATIVE:  Satish Tiwari

                                 BROKER:                  Alco Properties

                                 ADDENDA:                 BASE RENT ESCALATION, MARKET RENTAL ADJUSTMENT, COOLING TOWER CONNECTION
                                                          FEE, ELECTRICAL CONNECTION FEE, EMERGENCY GENERATOR CONNECTION FEE,
                                                          CONNECTIVITY RIGHT, RULES AND REGULATIONS
</TABLE>

1.2  Identification of           The exhibits and addenda, if any, identified in
     Exhibits and Addenda.       and attached to this Lease are incorporated in
                                 this Lease by reference.

2.   LEASED PREMISES.

2.1  Leased Premises.            Landlord hereby leases to Tenant, and Tenant
                                 hereby accepts from Landlord, subject to and
                                 with the benefit of the terms and provisions of
                                 this Lease, the Leased Premises located in the
                                 improvements which are located on the real
                                 property described in Exhibit A and depicted in
                                 Exhibit B. The real property and improvements
                                 are hereinafter referred to as the "Building".


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2.2  Tenant Improvements         Tenant accepts the Leased Premises in "as is"
     Provisions.                 condition.

3.   TERM.                       This Lease shall be for a term ("Term") which
                                 commences on the Commencement Date and expires
                                 on the Expiration Date. The "Commencement Date"
                                 shall be the date listed in Section 1.1.

4.   RENT AND OTHER CHARGES.

4.1  Monthly Base Rent.          Commencing on the Commencement Date, Tenant
                                 shall pay to Landlord, without notice or demand
                                 and without any set-off or deduction
                                 whatsoever, the monthly sums set forth in
                                 Subsection 1.1 above (the "Monthly Base Rent")
                                 which tenant shall pay in advance on or before
                                 the first day of each calendar month of the
                                 Term. If the Term commences on a day other than
                                 the first day of a calendar month, the Monthly
                                 Base Rent for such month shall be a prorated
                                 portion of the Monthly Base Rent, based upon a
                                 thirty (30) day month.

4.2  Other Charges.              In addition to the Monthly Base Rent, Tenant
                                 shall pay to Landlord in the manner' provided
                                 in Subsection 4.2(b), Tenant's share of the
                                 Insurance and Taxes described in Subsection
                                 4.2(a) (hereinafter together called "Other
                                 Charges").

     (a)  Other Charges.              (i) Tenant shall pay to Landlord Tenant's
                                 share of the Insurance and Taxes of the
                                 Building for each Lease Year, or portion
                                 thereof, during the Term. Tenant's share shall
                                 be equal to the Applicable Percentage,
                                 multiplied by the amount of the total Insurance
                                 and Taxes during each Lease Year. The term
                                 "Insurance" means the total cost and expense
                                 for Insurance of the Building, including but
                                 not limited to, the fire and extended coverage
                                 insurance (with an earthquake endorsement);
                                 public liability and property damage insurance;
                                 and rent insurance.

                                     (ii) The term "Taxes" means taxes on real
                                 property and personal property, including all
                                 tenant improvements which are paid for by
                                 Landlord and not reimbursed by tenants, and
                                 taxes on property of tenants of the Building
                                 which have not been paid by such tenants
                                 directly to the taxing authority; charges and
                                 assessments levied with respect to the
                                 Building, any improvements, fixtures and
                                 equipment, and all other property of Landlord,
                                 real or personal, used directly in the
                                 operation of the Building, and located in or on
                                 the Building; and any taxes levied or assessed
                                 in addition to or in lieu of, in whole or in
                                 part, such real property or personal property
                                 taxes, or any other tax upon leasing of the
                                 Building or rents collected, but excluding any
                                 federal or state income tax or franchise tax.

     (b)  Payment of Other       Prior to the first day of each Lease Year of
          Charges.               the Term (or as soon thereafter as such
                                 information becomes available) Landlord will
                                 notify Tenant in writing of Landlord's estimate
                                 of Tenant's share of the Other Charges due for
                                 the next Lease Year. Landlord's estimate shall
                                 be based upon the actual amount of the Other
                                 Charges for the immediately preceding Lease
                                 Year and Landlord's estimate of Other Charges
                                 for the next Lease Year. Tenant shall pay the
                                 estimated Tenant's share in advance in twelve
                                 (12) equal monthly installments on


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                                 the first day of each month of such year.
                                 Within thirty (30) days after the end of each
                                 Lease Year, Landlord will compute Tenant's
                                 share for such Lease Year based upon the actual
                                 amount of the Other Charges for that Lease
                                 Year, and if the total amount paid by Tenant
                                 for such Lease Year is less than the actual
                                 amount of Tenant's share for such Lease Years,
                                 Tenant shall pay Landlord any deficiency. If
                                 the total amount paid by Tenant for such Lease
                                 Year exceeds the actual amount of Tenant's
                                 share, Landlord shall credit such excess to the
                                 next monthly payments of Other Charges which
                                 thereafter come due. If the Term commences at a
                                 time other than the beginning of a Lease Year,
                                 Tenant shall pay the estimate of Tenant's share
                                 for the portion remaining of the Lease Year
                                 based upon the number of days of the Term in
                                 such Lease Year. If this Lease expires at a
                                 time other than the expiration date of a Lease
                                 Year, Tenant shall be obligated to pay
                                 immediately any deficiencies which shall be
                                 computed at the expiration of that Lease Year.
                                 If the estimated amount Tenant has paid for
                                 that Lease Year exceeds the actual amount of
                                 Tenant's share, Landlord shall refund such
                                 excess to Tenant. If at any time during a Lease
                                 Year the amount of the Other Charges increases
                                 over the estimated amount, Landlord may, at its
                                 election, adjust the amount of monthly
                                 estimated installments due during the balance
                                 of that Lease Year to reflect such increase.
                                 Any increased payments required to be made
                                 pursuant to this Subsection shall be made
                                 within thirty (30) days after Landlord has
                                 notified Tenant thereof. Tenant's obligations
                                 under this Subsection shall survive the
                                 expiration or termination of this Lease.

4.3  Late Charges.               If Tenant fails to pay when the same is due and
                                 payable, any Monthly Base Rent or any
                                 additional rent, such unpaid amounts shall bear
                                 interest at the rate of eighteen percent (18%)
                                 per annum from the date due to the date of
                                 payment, but in no event in excess of the
                                 maximum rate, if any, permitted by applicable
                                 law. In addition to such interest, if any
                                 Monthly Base Rent installment is not received
                                 by Landlord from Tenant by the tenth (10th) day
                                 of the month for which such installment is due,
                                 Tenant shall immediately pay to Landlord a
                                 late charge equal to five percent (5%) of each
                                 installment.

5.   PERSONAL PROPERTY TAXES.    Tenant shall pay, or cause to be paid, before
                                 delinquency, any and all taxes levied or
                                 assessed during the Term upon all Tenant's
                                 leasehold improvements, equipment, furniture,
                                 fixtures, and any other personal property
                                 located in the Leased Premises.

6.   LICENSES AND TAXES.         Tenant shall be liable for, and shall pay
                                 throughout the Term, all license and excise
                                 fees and business and occupation taxes covering
                                 the business conducted on the Leased Premises.
                                 If any governmental authority or unit under any
                                 present or future law effective at any time
                                 during the Term hereof shall in any manner levy
                                 a tax on rents payable under this Lease or
                                 rents accruing from use of the Leased Premises
                                 or a tax in any form against Landlord because
                                 of or measured by income derived from the
                                 leasing or rental of such property, such tax
                                 shall be paid by Tenant, either directly or
                                 through Landlord. Upon Tenant's failure to pay
                                 such amounts, Landlord shall have the same
                                 remedies as for failure to pay rent. Tenant
                                 shall not be liable to pay any net income tax
                                 imposed on Landlord.


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7.   USE.

7.1  Permitted Uses.             Tenant shall not use or permit or suffer the
                                 use of the Leased Premises for any business or
                                 purpose other than set forth in Subsection 1.1
                                 above. Tenant shall not do or permit anything
                                 to be done in or about the Leased Premises or
                                 bring or keep anything therein which will in
                                 any way increase the existing rate or premiums
                                 of, or affect any, fire or other insurance upon
                                 the Leased Premises or the Building, or cause a
                                 cancellation of any insurance policy covering
                                 the Leased Premises or the Building or any part
                                 thereof or any of its contents. Tenant shall
                                 not do or permit or suffer anything to be done
                                 in or about the Leased Premises which will in
                                 any way obstruct or interfere with the rights
                                 of other tenants or occupants in the Building.
                                 Tenant shall, at its sole cost and expense,
                                 promptly comply with all local, state or
                                 federal laws.

7.2  Hazardous Waste and         Tenant shall not dispose of or otherwise allow
     Materials.                  the release of any hazardous waste or materials
                                 in, on or under the Leased Premises, or any
                                 adjacent property, or in any improvements
                                 placed on the Leased Premises. Tenant
                                 represents and warrants to Landlord that
                                 Tenant's intended use of the Premises does not
                                 involve the use, production, disposal or
                                 bringing on to the Leased Premises of any
                                 hazardous waste or materials. As used herein,
                                 the term "hazardous waste or materials"
                                 includes any substance, waste or material
                                 defined or designated as hazardous, toxic or
                                 dangerous (or any similar term) by any federal,
                                 state or local statute, regulation, rule or
                                 ordinance now or hereafter in effect. Tenant
                                 shall promptly comply with all statutes,
                                 regulations and ordinances, and with all
                                 orders, decrees or judgments of governmental
                                 authorities or courts having jurisdiction,
                                 relating to the use, collection, treatment,
                                 disposal, storage, control, removal or cleanup
                                 of hazardous waste or materials in, on or under
                                 the Leased Premises or any adjacent property,
                                 or incorporated in any improvements, at
                                 Tenant's expense.

                                 Tenant shall not allow smoke of any kind in the
                                 Leased Premises, including but not limited to,
                                 smoke from cigarettes, pipes and cigars unless
                                 Tenant provides, at Tenant's sole expense, an
                                 air supply and exhaust system which is one
                                 hundred percent separated from the Building air
                                 system shared with other tenants.

                                 After notice to Tenant and a reasonable
                                 opportunity for Tenant to effect such
                                 compliance, Landlord may, but is not obligated
                                 to, enter upon the Leased Premises and take
                                 such actions and incur such costs and expenses
                                 to effect such compliance as it deems advisable
                                 to protect its interest in the Leased Premises;
                                 provided, however, that Landlord shall not be
                                 obligated to give Tenant notice and an
                                 opportunity to effect such compliance if (1)
                                 such delay might result in material adverse
                                 harm to Landlord or the Leased Premises, (2)
                                 Tenant has already had actual knowledge of the
                                 situation and a reasonable opportunity to
                                 effect such compliance, or (3) an emergency
                                 exists. Whether or not Tenant has actual
                                 knowledge of the release of hazardous waste or
                                 materials on the Premises or any adjacent
                                 property as the result of Tenant's use of the
                                 Leased Premises, Tenant shall reimburse
                                 Landlord for the full amount of all costs and
                                 expenses incurred by


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                                 Landlord in connection with such compliance
                                 activities, and such obligation shall continue
                                 even after the termination of this Lease.
                                 Tenant shall notify Landlord immediately of any
                                 release of any hazardous waste or materials on
                                 the Leased Premises.

                                 Tenant agrees to indemnify and hold Landlord
                                 harmless against any and all losses,
                                 liabilities, suits, obligations, fines,
                                 damages, judgments, penalties, claims, charges,
                                 cleanup costs, remedial actions, costs and
                                 expenses (including, without limitations,
                                 attorneys' fees and disbursements) which may be
                                 imposed on, incurred or paid by, or asserted
                                 against Landlord or the Premises by reason of,
                                 or in connection with (1) any
                                 misrepresentation, breach of warranty or other
                                 default by Tenant under this Lease, or (2) the
                                 acts or omissions of Tenant, or any subtenant
                                 or other person for whom Tenant would otherwise
                                 be liable, resulting in the release of any
                                 hazardous waste or materials.

                                 Tenant acknowledges that the Premises may
                                 contain asbestos materials, and Tenant accepts
                                 the Premises and the Building notwithstanding
                                 such materials. If Landlord is required by any
                                 statute, regulation, order, decree, judgment,
                                 or other law to take any action to remove or
                                 abate the asbestos materials, or if Landlord
                                 deems it necessary to conduct special
                                 maintenance or testing procedures with regard
                                 to the asbestos materials, or to remove or
                                 abate such asbestos material, Landlord may take
                                 such action or conduct such procedures at times
                                 and in a manner that Landlord deems appropriate
                                 under the circumstances, and Tenant shall
                                 permit the same.

8.   ALTERATIONS.                Tenant shall not make any alterations,
                                 additions, or improvements in or to the Leased
                                 Premises without the prior written consent of
                                 Landlord, which consent may be subject to such
                                 conditions as Landlord may deem appropriate but
                                 which consent shall not be unreasonably
                                 withheld or delayed. Landlord shall use its
                                 best efforts to expedite review and approval of
                                 Tenant's alteration plans when Tenant's
                                 schedule requires expedited review. Except as
                                 otherwise expressly provided in the Tenant
                                 Improvements Provisions, any such alterations,
                                 additions or improvements consented to by
                                 Landlord shall be made at Tenant's sole cost
                                 and expense. Tenant shall secure any and all
                                 governmental permits, approvals or
                                 authorizations required in connection with any
                                 such work, and shall hold Landlord harmless
                                 from any and all liability, costs, damages,
                                 expenses (including attorneys' fees) and any
                                 and all liens resulting therefrom. All
                                 alterations, additions and improvements (and
                                 expressly including all light fixtures and
                                 floor coverings), except trade fixtures and
                                 other equipment which do not become a part of
                                 the Leased Premises, shall immediately become
                                 the property of Landlord without any obligation
                                 to pay therefore. Upon the expiration or sooner
                                 termination of the Term, Tenant shall, upon
                                 written demand by Landlord, given at least
                                 thirty (30) days prior to the end of the Term,
                                 at Tenant's sole cost and expense forthwith
                                 remove any trade fixtures of Tenant designated
                                 by Landlord to be removed, but not alterations,
                                 additions or improvements made by Tenant, and
                                 Tenant shall forthwith at its sole cost and
                                 expense, repair any damage to the Leased
                                 Premises caused by such removal of trade
                                 fixtures.


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9.   MAINTENANCE, REPAIRS AND
     SERVICES.

9.1  Maintenance and Repairs     Landlord shall repair and maintain in good
     by Landlord.                order and condition the public and common areas
                                 of the Building, including lobbies, stairs,
                                 elevators, corridors, restrooms, windows,
                                 mechanical, plumbing and electrical equipment
                                 and the structure itself. However, if such
                                 maintenance and repair becomes necessary in
                                 whole or in part due to the act, neglect, fault
                                 or omission of any duty by Tenant, its
                                 employees, agents, licensees, customers, guests
                                 or invitees, or due to damage caused by actual
                                 or attempted breaking and entering of the
                                 Leased Premises or other unauthorized entry of
                                 the Leased Premises, such maintenance and
                                 repair shall be undertaken by Landlord at
                                 Tenant's expense. There shall be no abatement
                                 of rent and no liability of Landlord by reason
                                 of any interference with Tenant's business
                                 arising from the making of any repairs,
                                 alterations or improvements to any portion of
                                 the Leased Premises, the Building, or to
                                 fixtures, appurtenances and equipment therein
                                 so long as Landlord is making reasonable good
                                 faith efforts to minimize such interference.

9.2  Maintenance and Repairs     Tenant by occupying the Leased Premises accepts
     by Tenant.                  same as being in good and tenantable condition
                                 in accordance with Landlord's obligations.
                                 Tenant shall at Tenant's sole expense keep the
                                 Leased Premises and all interior partitions,
                                 door surfaces, fixtures, equipment and
                                 appurtenances (including lighting and plumbing
                                 fixtures) in good and sanitary condition and
                                 repair, ordinary wear and tear excepted;
                                 provided, however, with respect to such items
                                 that are shared with other tenants of the
                                 Building, Tenant shall pay its pro-rata share
                                 of such expenses. Tenant shall at the
                                 expiration or termination of the Term surrender
                                 to Landlord the Leased Premises and all
                                 alterations, additions and improvements in the
                                 same condition as when received, ordinary wear
                                 and tear excepted. Landlord has no obligation
                                 and has made no promise to alter, remodel,
                                 improve, or repair the Leased Premises or any
                                 part thereof, except as specifically set forth
                                 in this Lease. Tenant also acknowledges that
                                 Landlord has made no representations or
                                 warranties respecting the condition of the
                                 Leased Premises or the Building, except as
                                 specifically set forth in this Lease. If any
                                 standard or regulation is imposed on Landlord
                                 or Tenant by any federal, state or local
                                 governmental or quasi-governmental body charged
                                 with the establishment, regulation and
                                 enforcement of occupational, health or safety
                                 standards for employers, employees, landlords
                                 or tenants, then Tenant agrees, at its sole
                                 cost and expense, to comply promptly with such
                                 standards or regulations with respect to the
                                 Leased Premises.

9.3  Failure to Maintain.        If Tenant fails to keep and preserve the Leased
                                 Premises as set forth in Subsection 9.2 above,
                                 Landlord may, at its option, put or cause the
                                 same to be put in the condition and state of
                                 repair agreed upon, and in such case, upon
                                 receipt of written statements from Landlord,
                                 Tenant shall promptly pay the entire cost
                                 thereof. Landlord shall have the right, without
                                 liability, to enter the Leased Premises for the
                                 purpose of making such repairs upon the failure
                                 of Tenant to do so with fifteen (15) days'
                                 notice to Tenant, unless Landlord deems entry
                                 necessary without notice due to an emergency.


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9.4  Surrender of Leased         At the expiration or sooner termination of this
     Premises.                   Lease, Tenant shall return the Leased Premises
                                 to Landlord in the same condition in which
                                 received (or, if altered by Landlord or by
                                 Tenant with the Landlord's consent, then the
                                 Leased Premises shall be returned in such
                                 altered condition), reasonable wear and tear
                                 excepted. Tenant shall remove all trade
                                 fixtures, appliances and equipment which do not
                                 become a part of the Leased Premises and shall
                                 restore the Leased Premises to the condition
                                 they were in prior to the installation of such
                                 items, reasonable wear and tear excepted.

9.5  Services.                   Landlord shall furnish the Leased Premises
                                 with:

                                      (a) Cooling tower water pursuant to the
                                 attached Cooling Tower Connection Fee Addendum;

                                      (b) Electrical service pursuant to the
                                 attached Electrical Connection Fee Addendum;
                                 and

                                      (c) Emergency generator service pursuant
                                 to the attached Emergency Generator Fee
                                 Addendum.

9.6  Landlord's Duties.          Landlord shall not be in default under this
                                 Lease or liable for any damages resulting from
                                 or incidental to, nor shall it be an actual or
                                 constructive eviction of the Tenant, nor shall
                                 the rent be abated by reason of:

                                      (a) The interruption of use of any
                                 equipment in connection with the furnishing of
                                 any of the services described in this Section
                                 9;

                                      (b) Failure to furnish or delay in
                                 furnishing any such services when such failure
                                 or delay is caused by accident or any condition
                                 beyond the reasonable control of Landlord,
                                 including the making of necessary repairs or
                                 improvements to the Leased Premises or to the
                                 Building/systems;

                                      (c) Any limitation, curtailment, rationing
                                 restrictions on the use of electricity, water,
                                 gas or other form of energy serving the Leased
                                 Premises or the Building; or

                                      (d) Failure to make any repair or to
                                 perform any maintenance, unless such failure
                                 shall persist for an unreasonable time after
                                 written notice of the need for such repair or
                                 maintenance is given to Landlord by Tenant.

                                 Landlord shall use its commercially best
                                 efforts to remedy any interruption in the
                                 furnishing of such services.

9.7   Governmental               Any other provisions of this Section 9
      Regulations.               notwithstanding, if any governmental agency or
                                 utility supplier imposes any regulations,
                                 controls, conditions, or other restrictions
                                 upon Landlord, Tenant, or the Building, which
                                 require or make desirable a change in the
                                 services provided by Landlord under this Lease
                                 or the lighting or equipment used by Tenant on
                                 the Leased Premises, Landlord may comply and
                                 may require Tenant to comply with such
                                 regulations, controls, conditions or
                                 restrictions without Landlord being in default
                                 under this


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                                 Lease or liable for any damages to Tenant and
                                 without said actions constituting an actual or
                                 constructive eviction of Tenant or entitling
                                 Tenant to any abatement of rent, providing that
                                 Tenant is able to conduct its ordinary and
                                 customary business in the Leased Premises.
                                 Without limiting the generality of the
                                 foregoing, it shall specifically include
                                 curtailment, rationing, or restrictions on the
                                 use of electricity and other sources of power,
                                 and recommended or mandated changes in
                                 temperatures to be maintained in the Building
                                 or Leased Premises.

9.8  Electricity Use.            Tenant shall pay for the cost of furnishing the
                                 Leased Premises with metered electrical service
                                 from Landlord's Electrical Service Gear
                                 pursuant to the attached Electrical Connection
                                 Fee Addendum. Tenant shall reimburse Landlord
                                 for all electrical energy used in the Leased
                                 Premises. In no event shall the Tenant's use of
                                 electricity exceed the capacity of existing
                                 feeders to the Building or the risers or wiring
                                 installation, and the Landlord may prohibit the
                                 use of any electrical equipment which in the
                                 Landlord's opinion will overload such wiring or
                                 interfere with the use thereof by other tenants
                                 in the Building. If Landlord consents to the
                                 use of equipment requiring such changes, Tenant
                                 shall pay the cost of installing any additional
                                 risers, panels or other facilities that may be
                                 necessary to furnish energy to the Leased
                                 Premises.

9.9  Conservation.               Tenant shall use its best efforts to recycle
                                 its waste and to conserve heat, air
                                 conditioning, electricity and water usage on
                                 the Leased Premises.

10.  LIENS AND ENCUMBRANCES.     Tenant shall keep the Leased Premises and the
                                 Building, free from any liens or encumbrances
                                 arising out of any work performed, materials
                                 furnished or obligations incurred by Tenant,
                                 and shall indemnify and hold Landlord harmless
                                 from any and all costs, liability or expenses
                                 (including attorneys' fees) arising therefrom.

11.  ASSIGNMENT AND              Tenant shall not assign, transfer, mortgage,
     SUBLETTING.                 pledge, hypothecate or encumber this Lease or
                                 any interest therein, nor sublet the whole or
                                 any part of the Leased Premises, nor shall this
                                 Lease or any interest hereunder be assignable
                                 or transferable by operation of law or by any
                                 process or proceeding of any court, or
                                 otherwise without the consent of Landlord.
                                 Landlord reserves the right to refuse to give
                                 such consent if in Landlord's reasonable
                                 business judgment the quality of business
                                 experience or the financial worth of the
                                 proposed new tenant is less than that of
                                 Tenant. For the purposes hereof, if Tenant is a
                                 partnership, a transfer of a general partner's
                                 interests in a partnership shall be deemed an
                                 assignment. For the purposes hereof, a
                                 consolidation or merger of Tenant (or if Tenant
                                 is a partnership, one or more of whose partners
                                 is a corporation, then of such corporation(s),
                                 or a change in more than fifty percent (50%) of
                                 the issued and outstanding voting or non-voting
                                 stock of Tenant (or if Tenant is a partnership,
                                 one or more of whose partners is a corporation,
                                 then of such corporation(s) shall be deemed as
                                 assignment. Tenant agrees to reimburse Landlord
                                 for Landlord's reasonable attorneys' fees
                                 incurred in conjunction with the proceeding and
                                 documentation of any such requested transfer,
                                 assignment, subletting, licensing or concession
                                 agreement, change of fee ownership or


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                                 hypothecation of this Lease or Tenant's
                                 interest in the Leased Premises.

12.  INSURANCE AND INDEMNITY.

12.1 Indemnification.            Landlord shall not be liable for injury to any
                                 person, or for the loss of or damage to any
                                 property (including property of Tenant)
                                 occurring in or about the Leased Premises from
                                 any cause whatsoever, except for Landlord's
                                 negligent acts or willful misconduct. Tenant
                                 hereby indemnifies and holds Landlord harmless
                                 from and against and agrees to defend Landlord
                                 against any and all claims, charges,
                                 liabilities, obligations, penalties, damages,
                                 costs and expenses (including attorneys' fees)
                                 arising, claimed, charged or incurred against
                                 or by Landlord from any matter or thing arising
                                 from Tenant's use of the Leased Premises, the
                                 conduct of its business or from any activity,
                                 work or other things done, permitted or
                                 suffered by the Tenant in or about the Leased
                                 Premises, and Tenant shall further indemnify
                                 and hold Landlord harmless from and against any
                                 and all claims arising from any breach or
                                 default in the performance of any obligation on
                                 Tenant's part or to be performed under the
                                 terms of this Lease, or arising from any act or
                                 negligence of the Tenant, or any officer,
                                 agent, employee, guest, or invitee of Tenant,
                                 and from all costs, attorneys' fees, and
                                 liabilities incurred in or about the defense of
                                 any such claim or any action or proceeding
                                 brought thereon; and in case any action or
                                 proceeding be brought against Landlord by
                                 reason of such claim; Tenant, upon notice from
                                 Landlord, shall defend the same at Tenant's
                                 expense by counsel reasonably satisfactory to
                                 Landlord. The indemnification provided for in
                                 this paragraph with respect to any acts or
                                 omissions during the term of this Lease shall
                                 survive any termination or expiration of this
                                 Lease. Landlord shall not be liable for
                                 interference with light or air or view or for
                                 any latent defect in the Leased Premises.
                                 Tenant shall promptly notify Landlord of
                                 casualties or accidents occurring in or about
                                 the Leased Premises. In the event of concurrent
                                 negligence of Tenant, its agents, employees,
                                 sublessees, invitees, licensees or contractors
                                 on the one hand, and that of Landlord, its
                                 partners, directors, officers, agents,
                                 employees, or contractors on the other hand,
                                 which concurrent negligence results in the
                                 injury or damage to persons or property and
                                 relates to the construction, alteration,
                                 repair, addition to, subtraction from,
                                 improvement to or maintenance of the Leased
                                 Premises, common areas or buildings, Tenant's
                                 obligation to indemnify Landlord as set forth
                                 in this Section shall be limited to the extent
                                 of Tenant's negligence, and that of its agents,
                                 employees, sublessees, invitees, licensees or
                                 contractors, including Tenant's proportional
                                 share of costs, including attorneys' fees and
                                 expenses incurred in connection with any claim,
                                 action or proceeding brought with respect to
                                 such injury or damage. Tenant and Landlord
                                 further agree that this indemnification
                                 provision has been specifically negotiated and
                                 agreed to the parties hereto. Any
                                 indemnification of Landlord provided for in
                                 this Lease shall include Landlord and its
                                 property manager and their officers, employees
                                 and agents.

12.2 Insurance.                  During the entire Term of this lease Tenant
                                 shall, at its expense, maintain adequate
                                 liability insurance with a reputable insurance
                                 company or companies with a combined


                                       9
<PAGE>

                                 single limit of $1,000,000 for personal
                                 injuries or property damage, to indemnify both
                                 Landlord and Tenant against any such claims,
                                 demands, losses, damages, liabilities and
                                 expenses. Landlord shall be named as one of the
                                 insureds and shall be furnished with a
                                 certificate of such insurance, which shall bear
                                 an endorsement that the same shall not be
                                 canceled except upon not less than twenty (20)
                                 days' prior written notice to Landlord. Tenant
                                 shall also at its own expense maintain, during
                                 the Term, all-risk insurance covering its
                                 furniture, fixtures, equipment and inventory in
                                 an amount equal to the replacement cost
                                 thereof, and insurance covering all plate glass
                                 and other glass on the Leased Premises. Tenant
                                 shall provide Landlord with copies of the
                                 policies of insurance or certificates thereof.

12.3 Increase in Insurance       Tenant shall not keep, use, sell or offer for
     Premium.                    sale in or upon the Leased Premises any article
                                 which may be prohibited by the standard form of
                                 fire insurance policies. Tenant shall pay any
                                 increase in premium for casualty and fire
                                 (including extended coverage) insurance that
                                 may be charged during the Term on the amount of
                                 such insurance which may be carried by Landlord
                                 on the Leased Premises or the Building,
                                 resulting from Tenant's occupancy or from the
                                 type of property which Tenant stores on the
                                 Leased Premises, whether or not Landlord has
                                 consented thereto. In such event, Tenant shall
                                 also pay any additional premium on the
                                 insurance policy that Landlord may carry for
                                 its protection against rent loss through fire
                                 or casualty.

12.4 Waiver of Subrogation.      Landlord and Tenant hereby mutually release
                                 each other from liability and waive all right
                                 of recovery against each other, their agents or
                                 employees, for any loss in or about the Leased
                                 Premises, from perils insured against under
                                 their respective fire and all-risk insurance
                                 contracts, including any extended coverage
                                 endorsements thereof, whether due to negligence
                                 or any other cause; provided that this
                                 subsection shall be inapplicable if it would
                                 have the effect, but only to the extent it
                                 would have the effect, of invalidating any
                                 insurance coverage of Landlord or Tenant.

13.  EMINENT DOMAIN.

13.1 Taking.                     If all or part of the Leased Premises are taken
                                 by the power of eminent domain exercised by any
                                 governmental or quasi-governmental authority,
                                 this Lease shall terminate as of the date
                                 Tenant is required to vacate the Leased
                                 Premises and all Monthly Base Rent and other
                                 rentals and charges due hereunder shall be paid
                                 to that date. The term "eminent domain" shall
                                 include the taking or damaging of property by,
                                 through or under any governmental or
                                 quasi-governmental authority, and any purchase
                                 or acquisition in lieu thereof, whether or not
                                 the damaging or taking is by government or any
                                 other person. If part of the Building is taken
                                 or appropriated but no portion of the Leased
                                 Premises is taken or appropriated, this Lease
                                 may, at the option of the Landlord, be
                                 terminated by written notice given to the
                                 Tenant not more than thirty (30) days after
                                 Landlord receives notice of the taking or
                                 appropriation. If part of the Building is taken
                                 or appropriated but no portion of the Leased
                                 Premises is taken or appropriated and if such
                                 taking or appropriation has a material adverse
                                 affect on Tenant's business this Lease may, at
                                 the option of Tenant, be terminated by written
                                 notice


                                       10
<PAGE>

                                 given to Landlord within sixty (60) days of
                                 receipt of notice by Tenant of such proposed
                                 taking. Such terminations shall be effective as
                                 of the date when the Landlord or its tenants
                                 are required to vacate the portion of the
                                 Building so taken.

13.2 Damages.                    Landlord reserves all rights to the entire
                                 damage award or payment for any taking by
                                 eminent domain, and Tenant shall make no claim
                                 whatsoever against Landlord for damages. Tenant
                                 hereby grants and assigns to Landlord any right
                                 Tenant may now have or hereafter acquire to
                                 such damages to which Landlord is entitled
                                 under this Subsection 13.2 and agrees to
                                 execute and deliver such further instruments of
                                 assignment thereof as Landlord may from time to
                                 time request. Tenant shall, however, have the
                                 right to claim from the condemning authority
                                 all compensation that may be recoverable by
                                 Tenant for damages on account of any loss
                                 incurred by Tenant in removing Tenant's
                                 merchandise, furniture, trade fixtures and
                                 equipment or for damage to Tenant's business;
                                 provided, however, the Tenant may claim such
                                 damages only if they are awarded separately in
                                 the eminent domain proceeding and not as part
                                 of landlord's damages.

14.  TENANT'S DEFAULT.

14.1 Default.                    After ten (10) days' prior written notice to
                                 Tenant, Landlord may at its option pay any
                                 amounts which Tenant is obligated to pay to
                                 third parties pursuant to this Lease, in which
                                 event Tenant shall pay Landlord upon demand.
                                 All amounts in addition to Monthly Base Rent
                                 which Tenant is required to pay under this
                                 Lease shall be considered "additional rent."
                                 The occurrence of any one or more of the
                                 following events shall constitute a default and
                                 breach of this Lease by Tenant.

          (a)  Abandoning the    The abandonment of the Leased Premises by
               Leased Premises   Tenant or the failure of Tenant to be open for
                                 business (except in the event of damage or
                                 destruction to the Leased Premises which
                                 prevents Tenant from conducting any business
                                 thereon or damage to the Leased Premises beyond
                                 Tenant's reasonable control) for more than five
                                 (5) business days.


          (b)  Failure to Pay    The failure by Tenant to make any payment of
               Rent.             Monthly Base Rent, additional rent, or any
                                 other payment required to be made by Tenant
                                 hereunder, as and when due, where such failure
                                 shall continue for a period of ten (10) days
                                 after written notice thereof by Landlord to
                                 Tenant.


          (c)  Failure to        The failure by Tenant to observe or perform any
               Perform.          of the covenants, conditions or provisions of
                                 this Lease to be observed or performed by the
                                 Tenant, other than described in Subsection 14.1
                                 (b) above, where such failure shall continue
                                 for a period of fifteen (15) days after written
                                 notice thereof by Landlord to Tenant; provided,
                                 however, that if the nature of Tenant's default
                                 is such that more than fifteen (15) days are
                                 reasonably required for its cure, then Tenant
                                 shall not be deemed to be in default if Tenant
                                 commences such cure within said fifteen (15)
                                 day period and thereafter diligently prosecutes
                                 such cure to completion.

          (d)  Bankruptcy.       The making by Tenant of any general assignment
                                 or general arrangement for the benefit of
                                 creditors; or the filing by or against Tenant
                                 of a petition to have Tenant adjudged a


                                       11
<PAGE>

                                 bankrupt, or a petition of reorganization or
                                 arrangement under any law relating to
                                 bankruptcy (unless, in the case of a petition
                                 filed against Tenant, the same is dismissed
                                 within sixty (60) days of filing); or the
                                 appointment of a trustee or a receiver to the
                                 possession of substantially all of Tenant's
                                 assets located at or operated from the Leased
                                 Premises or of Tenant's interest in this Lease,
                                 where such seizure is not discharged in thirty
                                 (30) days after appointment of such trustee or
                                 receiver, or the filing of the petition for the
                                 appointment of the same, whichever shall first
                                 occur.

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

          (a)  Terminate         Terminate Tenant's right to possession of the
               Lease.            Leased Premises by any lawful means, in which
                                 case this Lease shall terminate and Tenant
                                 shall immediately surrender possession of the
                                 Leased Premises to Landlord. In such event
                                 Landlord shall be entitled to recover from the
                                 Tenant all past due rents to the date of award
                                 by the court having jurisdiction thereof; the
                                 expenses of reletting the Leased Premises,
                                 including necessary renovation and alteration
                                 of the Leased Premises and reasonable
                                 attorneys' fees; the worth at the time of award
                                 by the court having jurisdiction thereof of the
                                 amount by which the unpaid rent called for
                                 herein for the balance of the Term after the
                                 time of such award exceeds the amount of such
                                 loss for the same period that Tenant proves
                                 could be reasonably avoided; and that portion
                                 of any leasing commission paid by Landlord and
                                 applicable to the unexpired Term of this Lease.
                                 Unpaid installments of rent or other sums shall
                                 bear interest from the date due at the rate
                                 provided in Subsection 4.3; or

          (b)  Continue the      Maintain Tenant's right to possession, in which
               Lease.            case this Lease shall continue in effect
                                 whether or not Tenant shall have abandoned the
                                 Leased Premises. In such event Landlord shall
                                 be entitled to enforce all Landlord's rights
                                 and remedies under this Lease, including the
                                 right to recover the Monthly Base Rent and
                                 additional rent as may become due hereunder but
                                 Landlord shall also be required to mitigate its
                                 damages by seeking to re-let the Leased
                                 Premises; or

          (c)  Other Remedies.   Pursue any other remedy now or hereafter
                                 available to Landlord under the laws or
                                 judicial decisions of the State of Oregon.

14.3 Legal Expenses.             If either party is required to bring or
                                 maintain any action (including assertion of any
                                 counterclaim or cross-claim, or claim in a
                                 proceeding in bankruptcy, receivership or any
                                 other proceeding instituted by a party hereto
                                 or by others), or otherwise refers this Lease
                                 to an attorney for the enforcement of any of
                                 the covenants, terms or conditions of this
                                 Lease, the prevailing party in such action
                                 shall, in addition to all other payments
                                 required herein, receive from the other all the
                                 costs incurred by the prevailing party
                                 including reasonable attorneys' fees which the
                                 prevailing party incurred at trial and/or on
                                 any appeal.


                                       12
<PAGE>

14.4 Remedies Cumulative -       Landlord's remedies hereunder are cumulative
     Waiver.                     and the Landlord's exercise of any right or
                                 remedy due to a default or breach by Tenant
                                 shall not be deemed a waiver of, or to alter,
                                 affect or prejudice any right or remedy which
                                 Landlord may have under this Lease or by law.
                                 Neither the acceptance of rent nor any other
                                 acts or omission of Landlord at any time or
                                 times after the happening of any event
                                 authorizing the cancellation or forfeiture of
                                 this Lease, shall operate a waiver of any past
                                 or future violation, breach or failure to keep
                                 or perform any covenant, agreement, term or
                                 condition hereof or to deprive Landlord of its
                                 right to cancel or forfeit this Lease, upon the
                                 written notice provided for herein, at any time
                                 that cause for cancellation or forfeiture may
                                 exist, or be construed so as at any time to
                                 stop Landlord from promptly exercising any
                                 other option, right or remedy that it may have
                                 under any term or provision of this Lease, at
                                 law or in equity.

15.  DEFAULT BY LANDLORD.        Landlord shall not be in default unless
                                 Landlord fails to perform obligations required
                                 of Landlord within thirty (30) days after
                                 written notice by Tenant to Landlord and to the
                                 holder of any mortgage or deed of trust
                                 covering the Leased Premises which describes
                                 the default; provided, however, that if the
                                 nature of Landlord's obligation is such that
                                 more than thirty (30) days are required for
                                 performance, then Landlord shall not be in
                                 default if Landlord commences performance
                                 within such thirty (30) day period and
                                 thereafter diligently prosecutes the same to
                                 completion. Tenant shall provide the holder of
                                 the mortgage or deed of trust with notice and
                                 time to cure as provided in Subsection 17.3.

16.  DAMAGE OR DESTRUCTION.

16.1 Damage and Repair.          In case of damage to the Leased Premises or the
                                 Building by fire or other casualty, Tenant
                                 shall give immediate notice to Landlord. If the
                                 Building is damaged by fire or any other cause
                                 to such extent that the cost of restoration, as
                                 reasonably estimated by Landlord, will equal or
                                 exceed thirty percent (30%) of the replacement
                                 value of the Building (exclusive of
                                 foundations) just prior to the occurrence of
                                 the damage, or if insurance proceeds sufficient
                                 for restoration are for any reason unavailable,
                                 then Landlord may no later than the sixtieth
                                 (60th) day following the damage, give tenant a
                                 notice of election to terminate this Lease. In
                                 the event of such an election this Lease shall
                                 be deemed to terminate on the third (3rd) day
                                 after the giving of said notice, and Tenant
                                 shall surrender possession of the Leased
                                 Premises within a reasonable time thereafter,
                                 and the Monthly Base Rent shall be apportioned
                                 as of the date of said surrender and any rent
                                 paid for any period beyond said date shall be
                                 repaid to Tenant. If the cost of restoration as
                                 estimated by Landlord shall amount to less than
                                 thirty percent (30%) of such replacement value
                                 of the Building and insurance proceeds
                                 sufficient for restoration are available, or if
                                 despite the cost Landlord does not elect to
                                 terminate this Lease, Landlord shall restore
                                 the Building and the Leased Premises (to the
                                 extent of improvements to the Leased Premises
                                 originally provided by Landlord hereunder) with
                                 reasonable promptness, subject to delays beyond
                                 Landlord's control and delays in the making of
                                 insurance adjustments by Landlord, and Tenant
                                 shall have no right to terminate this Lease
                                 except as herein provided. To the extent that
                                 the


                                       13
<PAGE>

                                 Premises are rendered untenantable, the rent
                                 shall proportionately abate, except in the
                                 event such damage resulted or was contributed
                                 to directly or indirectly from the act, fault
                                 or neglect of Tenant, Tenant's officers,
                                 contractors, agents, employees, invitees or
                                 licensees, in which event rent shall abate only
                                 to the extent Landlord receives proceeds from
                                 Landlord's rental income Insurance policy to
                                 compensate Landlord for loss of rent.

16.2 Destruction During Last     In case the Building shall be substantially
     Year of Term.               destroyed by fire or other cause at any time
                                 during the last twenty-four (24) calendar
                                 months of the Term or of any extensions or
                                 renewals thereof, either Landlord or Tenant may
                                 terminate this Lease upon written notice to the
                                 other party hereto given within sixty (60) days
                                 of the date of such destruction.

16.3 Business Interruption.      No damages, compensation or claim shall be
                                 payable by Landlord for inconvenience, loss of
                                 business or annoyance arising from any repair
                                 or restoration of any portion of the Leased
                                 Premises or of the Building. Landlord shall use
                                 its best efforts to effect such repairs
                                 promptly.

16.4 Tenant Improvements.        Landlord will not carry insurance of any kind
                                 on any improvements paid for by Tenant or on
                                 Tenant's furniture or furnishings or on any
                                 fixtures, equipment, improvements or
                                 appurtenances of Tenant under this Lease, and
                                 Landlord shall not be obligated to repair any
                                 damage thereto or replace the same.

16.5 Express Agreement.          The provisions of this Section shall be
                                 considered an express agreement governing any
                                 case of damage or destruction of the Building
                                 or Leased Premises by fire or other casualty.

17.  SUBORDINATION AND
     ATTORNMENT: MORTGAGEE
     PROTECTION.

17.1 Subordination.              This Lease shall be subordinate to any existing
                                 or future mortgages or deeds of trust on the
                                 Building or on the leasehold interest held by
                                 Landlord, and to any extensions, renewals, or
                                 replacements thereof; provided, that the
                                 mortgagee or beneficiary, as the case may be,
                                 shall agree, in exchange for the agreement of
                                 Tenant to attorn to such mortgagee or
                                 beneficiary, to recognize this Lease in the
                                 event of foreclosure if Tenant is not in
                                 default at such time. At the request of
                                 Landlord, Tenant shall promptly execute and
                                 deliver all instruments which may be
                                 appropriate to further secure and document such
                                 subordination.

17.2 Tenant's Certificate.       Tenant shall at any time and from time to time
                                 upon not less than twenty (20) days' prior
                                 written notice from Landlord execute,
                                 acknowledge and deliver to Landlord a statement
                                 in writing (a) certifying that this Lease is
                                 unmodified and in full force and effect (or, if
                                 modified, stating the nature of such
                                 modification and certifying that this Lease as
                                 so modified is in full force and effect), and
                                 the date to which the rental and other charges
                                 are paid in advance, if any, and (b)
                                 acknowledging that there are not, to Tenant's
                                 knowledge, any uncured defaults on the part of
                                 the Landlord hereunder, or specifying such
                                 defaults if any are claimed, and (c) setting
                                 forth the date of commencement of rents and
                                 expiration of the Term hereof. Any such
                                 statement may be


                                       14
<PAGE>

                                 relied upon by any prospective purchaser or
                                 encumbrancer of all or any portion of the
                                 Building.

17.3 Mortgagee Protection        Tenant agrees to give any mortgagees or deed of
     Clause.                     trust holders, by registered or certified mail,
                                 a copy of any notice of default served upon the
                                 Landlord, provided that prior to such notice
                                 Tenant has been notified in writing of the
                                 addresses of such mortgagees or deed of trust
                                 holders. Notwithstanding anything to the
                                 contrary in this Lease, the Landlord shall not
                                 be in default under any provision of this Lease
                                 unless written notice specifying such default
                                 is given to Landlord and to all persons who
                                 have an interest in all or part of the Building
                                 as mortgagee and/or deed of trust beneficiary,
                                 and the provisions of Section 15 have been
                                 complied with. Tenant further agrees as
                                 follows: (i) if Landlord fails to cure or
                                 commence the cure of such default within the
                                 time period allowed under Section 15, above,
                                 then a mortgagee or deed of trust beneficiary
                                 shall have an additional thirty (30) days
                                 within which to cure such default; and (ii) if
                                 such default cannot be cured within that time,
                                 then a mortgagee or deed of trust beneficiary
                                 shall have such additional time as may be
                                 necessary if within such additional thirty (30)
                                 days any mortgagee or deed of trust beneficiary
                                 has commenced and is diligently pursuing the
                                 remedies necessary to cure such default
                                 (including but not limited to commencement of
                                 foreclosure proceedings if necessary to affect
                                 such cure), in which event this Lease shall not
                                 be terminated if such remedies are being so
                                 diligently pursued.

18.  ACCESS BY LANDLORD.         Landlord or Landlord's employees, agents, and
                                 contractors shall have the right to enter the
                                 Leased Premises with reasonable notice to
                                 examine the same or to make such repairs,
                                 alterations, improvements or additions as
                                 Landlord may deem necessary or desirable. If
                                 Tenant is not personally present to permit
                                 entry and an entry is necessary, Landlord may
                                 in case of emergency forcibly enter the same,
                                 without rendering Landlord liable therefor.
                                 Nothing contained herein shall be construed to
                                 impose upon Landlord any duty of repair of the
                                 Leased Premises or Building except as otherwise
                                 specifically provided for herein.

19.  SURRENDER OR ABANDONMENT
     OF LEASED PREMISES.

19.1 Surrender of Possession.    Tenant shall promptly yield and deliver to
                                 Landlord possession of the Leased Premises at
                                 the expiration or prior termination of this
                                 Lease. Landlord may place and maintain a "For
                                 Rent" sign in conspicuous places on the Leased
                                 Premises for sixty (60) days prior to the
                                 expiration or prior termination of this Lease.

19.2 Holding Over.               Any holding over by Tenant after the expiration
                                 of the Term hereof, with Landlord's consent
                                 shall be construed to be a tenancy from
                                 month-to-month at the rents and on all of the
                                 terms and conditions set forth herein, to the
                                 extent not inconsistent with a month-to-month
                                 tenancy; provided, however, the Monthly Base
                                 Rent, at Landlord's discretion shall equal up
                                 to one hundred fifty percent (150%) of the
                                 Monthly Base Rent in effect immediately prior
                                 to such month-to-month tenancy.


                                       15
<PAGE>

19.3 Abandonment.                Should Tenant abandon the Leased Premises or be
                                 dispossessed by process of law or otherwise for
                                 more than five (5) business days, such
                                 abandonment, vacation or dispossession shall be
                                 deemed a breach of this Lease, and, in addition
                                 to any other rights which Landlord may have,
                                 Landlord may remove any personal property
                                 belonging to Tenant which remains on the Leased
                                 Premises and store the same, the cost of such
                                 removal and storage to be charged to the
                                 account of Tenant.

19.4 Voluntary Surrender.        The voluntary or other surrender of this Lease
                                 by Tenant, or a mutual cancellation thereof,
                                 shall not work a merger, but shall, at the
                                 option of Landlord, terminate all or any
                                 existing subleases or subtenancies, or operate
                                 as an assignment to it of any or all such
                                 subleases or subtenancies.

20.  QUIET ENJOYMENT.            Tenant, upon fully complying with and promptly
                                 performing all of the terms, covenants and
                                 conditions of this Lease on its part to be
                                 performed, and upon the prompt and timely
                                 payment of all sums due hereunder, shall have
                                 and quietly enjoy the Leased Premises for the
                                 Term set forth herein as against any adverse
                                 claim of Landlord or any party claiming under
                                 Landlord.

21   AUTHORITY OF PARTIES.       If Tenant is a corporation, each individual
                                 executing this Lease on behalf of such
                                 corporation represents and warrants that he is
                                 duly authorized to execute and deliver this
                                 Lease on behalf of said corporation, in
                                 accordance with a duly adopted resolution of
                                 the board of directors of such corporation,
                                 that such action and execution is in accordance
                                 with the bylaws of such corporation, and that
                                 this Lease is binding upon such corporation in
                                 accordance with its terms. Tenant has
                                 designated the person named in Section 1.1 as
                                 Tenant's Representative. Landlord may rely on
                                 all communications and statements of the
                                 Tenant's Representative as the authorized
                                 communications and statements of Tenant. Tenant
                                 may notify Landlord that another individual is
                                 the Tenant's Representative and Landlord may
                                 rely on the communications and statements of
                                 such individual.

22.  SIGNS.                      Tenant shall not place or suffer to be placed
                                 on the exterior walls of the Leased Premises or
                                 upon the roof or any exterior door or wall or
                                 on the exterior or interior of any window
                                 thereof any sign, awning, canopy, marquee,
                                 advertising matter, decoration, letter or other
                                 thing of any kind (exclusive of the signs, if
                                 any, which may be provided for in the original
                                 construction or improvement plans and
                                 specifications approved by the Landlord or
                                 Tenant hereunder), without the prior written
                                 consent of Landlord.

23.  MISCELLANEOUS.

23.1 Tenant Defined.             The word "Tenant" as used herein shall mean
                                 each and every person, partnership or
                                 corporation who is mentioned as a Tenant herein
                                 or who executes this Lease as Tenant.

23.2 Broker's Commission.        Tenant represents and warrants that it has
                                 incurred no liabilities or claims for brokerage
                                 commissions or finder's fees in connection with
                                 the execution of this Lease and that it has not
                                 dealt with or has any knowledge of any real
                                 estate broker, agent or salesperson in
                                 connection with this Lease except the Broker
                                 whose name is set forth in Subsection 1.1.


                                       16
<PAGE>

                                 Tenant agrees to indemnify and hold Landlord
                                 harmless from all such liabilities or claims
                                 (including, without limitation, attorneys'
                                 fees).

23.3 Partial Invalidity.         If any term, covenant, or condition of this
                                 Lease or the application thereof to any person
                                 or circumstances is, to any extent, invalid or
                                 unenforceable, the remainder of this Lease, or
                                 the application of such term, covenant or
                                 condition to persons or circumstances other
                                 than those as to which it is held invalid or
                                 unenforceable, shall not be affected thereby
                                 and each term, covenant or condition of this
                                 Lease shall be valid and be enforced to the
                                 fullest extent permitted by law.

23.4 Recording.                  Tenant shall not record this Lease without the
                                 prior written consent of Landlord. However,
                                 upon the request of Landlord or Tenant, both
                                 parties shall execute a memorandum of "short
                                 form" of this Lease for the purposes of
                                 recordation in a form customarily used for such
                                 purposes. Said memorandum or short form of this
                                 Lease shall describe the parties, the Leased
                                 Premises and the Term and shall incorporate
                                 this Lease by reference.

23.5 Notices.                    Any notice required in accordance with any of
                                 the provisions herein if to Landlord shall be
                                 delivered or mailed by registered or certified
                                 mail to the address of Landlord as set forth by
                                 the signature of the Parties, or at such other
                                 place as Landlord may in writing from time to
                                 time direct to Tenant, and if to Tenant, shall
                                 be delivered or mailed by registered or
                                 certified mail to Tenant at the Leased Premises
                                 or at such other place as Tenant may in writing
                                 from time to time direct to Landlord. If there
                                 is more than one Tenant, any notice required or
                                 permitted hereunder may be given by or to any
                                 one thereof, and shall have the same force and
                                 effect as if given by or to all thereof.

23.6 Waiver.                     The waiver by Landlord or Tenant of any term,
                                 covenant or condition herein contained shall
                                 not be deemed to be a waiver of such term,
                                 covenant or condition or any subsequent breach
                                 of the same or any other term, covenant or
                                 condition herein contained. The subsequent
                                 acceptance of Monthly Base Rent, additional
                                 rent or sum hereunder by Landlord shall not be
                                 deemed to be a waiver of any preceding default
                                 by Tenant of any term, covenant or condition of
                                 this Lease, regardless of Landlord's knowledge
                                 of such preceding default at the time of the
                                 acceptance of such sum.

23.7 Joint Obligation.           If there is more than one Tenant, the
                                 obligations hereunder imposed shall be joint
                                 and several.

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

23.9 Successors and Assigns.     All the terms, conditions, covenants and
                                 agreements of this Lease shall extend to and be
                                 binding upon Landlord, Tenant and their
                                 respective heirs, administrators, executors,
                                 successors and assigns, and upon any person or
                                 persons coming into ownership or possession of
                                 any interest in the Leased Premises by
                                 operation of law or otherwise, and shall be
                                 construed as covenants running with the land.


                                       17
<PAGE>

23.10 Prior Agreements.          This Lease contains all of the agreements of
                                 the parties hereto with respect to any matter
                                 covered or mentioned in this Lease, and no
                                 prior agreements or understanding pertaining to
                                 any such matters shall be effective for any
                                 purpose. No provisions of this Lease may be
                                 amended or added to except by an agreement in
                                 writing signed by the parties hereto or their
                                 respective successors in interest. This Lease
                                 shall not be effective or binding on any party
                                 until fully executed by both parties hereto.

23.11 Choice of Law.             This Lease shall be governed by the laws of the
                                 State of Oregon.

IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and
year first above set forth.

LANDLORD:                            TENANT:
--------                             --------

ALCO INVESTMENT COMPANY              ADVANCED TELECOMMUNICATIONS, INC.

By:  /s/ Douglas C. Rosen            By:  /s/ Satish C. Timari
   ------------------------------       ------------------------------
   Douglas C. Rosen                     (Print Name)  Satish C. Timari
   Its Secretary                        Its Vice President, Engg. & Net Imptn.

Address:  921 SW Washington,         Address:  730 Second Avenue South,
          Suite 100                            Ste 1200
          Portland, OR 97205                   Minneapolis MN 55402


                                       18
<PAGE>

  [STATE     MICHELE J. SPERENZA
   SEAL      Notary Public
    OF       Ramsey County-Minnesota
MINNESOTA]   My Commission Expires Jan. 31, 2000

STATE OF MINNESOTA )
                   ) SS
COUNTY OF HENNEPIN )

The forgoing instrument was acknowledged before me this 22 day of November,
1999, by Satish Tiwari, the Vice-President/Engineering and Network
Implementation of ADVANCED TELECOMMUNICATIONS, INC., a Delaware corporation, on
behalf of the corporation.

/s/            Michele J. Sperenza
------------------------------------------
Notary Public
<PAGE>

STATE OF:  OREGON          }
                           } ss.
COUNTY OF:  Multnomah      }

I certify that I know or have satisfactory evidence that Douglas C. Rosen signed
this instrument, on oath stated that he was authorized to execute the
instrument, and acknowledged it as the Secretary of Alco Investment Company to
be free and voluntary act of such corporation for the uses and purposes
mentioned in the instrument.

[OREGON   OFFICIAL SEAL                     Dated:       11/23/99
STATE     JULIA A SPILKER                   Before me: /s/ Julia A. Spilker
SEAL]     NOTARY PUBLIC-OREGON              Notary Public for: Oregon
          COMMISSION NO. 317305             My commission expires 12/20/02
          COMMISSION EXPIRES DEC. 20, 2002




STATE OF: _________________________________________}
                                                   }  ss.
COUNTY OF:_________________________________________}

I certify that I know or have satisfactory evidence that
____________________________ signed this instrument, on oath stated that he/she
was authorized to execute the instrument, and acknowledged it as the
__________________________________________________________ of Advanced
Telecommunications, Inc. to be free and voluntary act of such corporation for
the uses and purposes mentioned in the instrument.

                                            Dated: ____________________________
                                            Before me: ________________________
                                            Notary Public for _________________
                                            My commission expires:_____________
<PAGE>

                                   EXHIBIT A

                                       TO

                              PITTOCK BLOCK LEASE

                         Legal Description of Building

Lots 1 through 8 inclusive, Block 215, CITY OF PORTLAND, in the City of
Portland, County of Multnomah and State of Oregon.
<PAGE>

                                      THE
                                    PITTOCK
                                     BLOCK

                                   EXHIBIT B

   [GRAPHIC OMITTED - FLOOR PLAN OF FOURTH FLOOR DESIGNATING LEASED PREMISES]
<PAGE>

                                    Addendum
                                       To
                              Pittock Block Lease

                              Base Rent Escalation

     This Addendum to the Pittock Block Lease is entered into between the
Landlord and Tenant executing this Addendum for the purpose of amending such
Lease as provided herein.

     1. On the first anniversary of the Commencement Date and on each
anniversary date thereafter during the Lease Term, (the "Escalation Dates"), the
Base Rent shall be increased by the Percentage Increase, if any. The "Percentage
Increase" shall mean the percentage increase, if any, in the United States
Consumer Price Index (as revised), All Urban Consumers, All Items, West-A (Base:
1982-1984 = 100), as published or issued by the United States Department of
Labor, Bureau of Labor Statistics (the "CPI Index"), computed from the Base Date
to the Comparison Date, as defined below. The "Comparison Date" shall mean the
date on which the most recent Index figure was published or issued prior to the
subject Escalation Date. The "Base Date" shall mean the date on which the most
recent Index figure was published prior to the Commencement Date. If the
Comparison Date precedes the subject Escalation Date by more than four (4)
calendar months, the CPI Index shall be deemed "no longer published or issued,"
and a substitute index or procedure shall be used as provided below. If at any
time prior to the subject Escalation Date the Index is no longer published or
issued, the parties shall use a substitute index, if available, or a substitute
procedure, to determine the "Percentage Increase" which accurately reflects the
increase in prices in a representative sample of consumer goods and services in
major expenditure groups, such as food, housing, apparel, transportation, health
and recreation, in the Portland, Oregon metropolitan area from the Base Date to
the Comparison Date. If the parties are unable to agree, within thirty (30) days
after demand of one (1) party on the selection of a substitute index or
procedure to replace the CPI Index, or if there is a dispute with respect to the
computation of any rental adjustment as herein provided, the selection or
computation shall be made by arbitration pursuant to Section 2 of this Addendum.

     2. If any controversy, claim or dispute arises in connection with any
provision of this Addendum which expressly provides for resolution thereof by
arbitration pursuant to the terms of this Section 2, the same shall be submitted
to arbitration at the offices of the American Arbitration Association ("AAA") in
Portland, Oregon before a single arbitrator pursuant to the Commercial
Arbitration Rules of the AAA. If the AAA is not then functioning, the
arbitration shall be conducted in accordance with the requirements of O.R.S.
33.210-.340, and, if the parties are unable to agree upon an arbitrator within
ten (10) days of one party's notice of demand for arbitration to the other,
either party may petition the Presiding Judge of Multnomah County Circuit Court
to appoint the arbitrator. The arbitrator appointed by the AAA or the Presiding
Judge of Multnomah County Circuit Court shall be a person who has substantial
experience in the Portland, Oregon area in the professional area which is at
issue in the arbitration. Whether arbitration is conducted pursuant to the
Commercial Arbitration Rules of the AAA or O.R.S. 33.210-.340, the arbitrator
shall endeavor to promptly conduct and conclude the arbitration hearing within
sixty (60) days of his appointment. The arbitrator shall render his decision
within twenty (20) days of the conclusion of the arbitration hearing. The
decision of the arbitrator shall be final and binding upon the parties and shall
constitute a final adjudication of all matters submitted to arbitration. A
judgment on the arbitrator's award may be entered in Multnomah County Circuit
court and enforced as if the award were a judgment of such court.

     3. Except as expressly provided herein, all other provisions of the Lease
and the Exhibits and Addenda thereto shall remain as set forth therein. In the
event of a conflict between this Addendum and the Lease proper, the provisions
of this Addendum shall prevail.

LANDLORD:                            TENANT:
--------                             --------

ALCO INVESTMENT COMPANY              ADVANCED TELECOMMUNICATIONS, INC.

By:  /s/ Douglas C. Rosen            By:  /s/ Satish C. Timari
   ------------------------------       ------------------------------
   Douglas C. Rosen                     (Print Name)  Satish C. Timari
   Its Secretary                        Its Vice President, Engg. & Net Imptn.
<PAGE>

                                    Addendum
                                       To
                              Pittock Block Lease

                            Market Rental Adjustment

     This Addendum to the Pittock Block Lease is entered into between the
Landlord and Tenant executing this Addendum for the purpose of amending such
Lease as provided herein.

     At the beginning of the sixth year of the Lease Term the Monthly Base Rent
for the Leased Premises shall be adjusted to the then Market Rental of the
Building. The Market Rental shall be specified by the Landlord sixty (60) days
in advance of the adjustment date and shall be the then current monthly rental
rate being offered by Landlord to other telecommunication companies in the
Building. In no event shall the Market Rental be less than the Base Rent
established by Landlord in its most recent lease agreement prior to the
adjustment date with a third party telecommunications tenant in the Building.

     If the parties are still in disagreement twenty (20) days after delivery of
such notice from Landlord to Tenant, Landlord and Tenant shall immediately
choose an M.A.I. appraiser who shall determine the Market Rental for the
Premises as provided herein. If Landlord and Tenant are unable to agree on the
selection of an appraiser, either party may petition the Presiding Judge of
Multnomah County Circuit Court who shall select the appraiser. Until the Market
Rental is determined as provided herein, the Tenant shall pay Base Rent based on
the Market Rental specified by the Landlord, and if the Market Rental is
subsequently determined to be different than the Market Rental specified by the
Landlord, the Landlord or Tenant, as the case may be, shall reimburse the other
for such difference.

     2. Except as expressly provided herein, all other provisions of the Lease
and the Exhibits and Addenda thereto, shall remain as set forth therein. In the
event of a conflict between this Addendum and the Lease proper, the provisions
of the Addendum shall prevail.

LANDLORD:                            TENANT:
--------                             --------

ALCO INVESTMENT COMPANY              ADVANCED TELECOMMUNICATIONS, INC.

By:  /s/ Douglas C. Rosen            By:  /s/ Satish C. Timari
   ------------------------------       ------------------------------
   Douglas C. Rosen                     (Print Name)  Satish C. Timari
   Its Secretary                        Its Vice President, Engg. & Net Imptn.
<PAGE>

                                    Addendum
                                       To
                              Pittock Block Lease

                          Cooling Tower Connection Fee

     This Addendum to the Pittock Block Lease is entered into between the
Landlord and Tenant executing this Addendum for the purpose of amending such
Lease as provided herein.

     Tenant shall have the right and hereby agrees to connect forty-five (45)
tons of capacity to Landlord's common cooling tower system to serve Tenant's air
conditioning equipment in the Leased Premises subject to the following
provisions:

          1. The one time connection fee is forty-five thousand dollars
     ($45,000.00), payable to Landlord within 30 days of the connection or
     within six months of the Commencement Date of the Lease Term, whichever
     occurs first.

          2. In addition to the connection fee, all engineering, permits and
     installation costs shall be at Tenant's expense. Tenant shall not make any
     connection to Landlord's common cooling tower system without Landlord's
     prior written approval of engineering and installation specifications,
     which consent is subject to such conditions and building standards as
     Landlord deems reasonably appropriate.

          3. In addition to Monthly Base Rent, Other Charges and all other
     amounts due from Tenant under this Lease, Tenant shall pay its pro rata
     share of all costs and expenses associated with the cooling tower system,
     including but not limited to chemical treatment, maintenance, repair and
     replacement expenses. Tenant's pro rata share for purposes of this section
     shall be based on the connected load of Tenant compared to the total
     connected capacity of the cooling tower system. Payment must be made within
     ten days of receipt of invoice.

Except as expressly provided herein, all other provisions of the Lease and the
Exhibits and Addenda thereto, shall remain as set forth therein. In the event of
a conflict between this Addendum and the Lease proper, the provisions of the
Addendum shall prevail.

LANDLORD:                            TENANT:
--------                             --------

ALCO INVESTMENT COMPANY              ADVANCED TELECOMMUNICATIONS, INC.

By:  /s/ Douglas C. Rosen            By:  /s/ Satish C. Timari
   ------------------------------       ------------------------------
   Douglas C. Rosen                     (Print Name)  Satish C. Timari
   Its Secretary                        Its Vice President, Engg. & Net Imptn.
<PAGE>

                                    Addendum
                                       To
                              Pittock Block Lease

                       Primary Electrical Connection Fee

     This Addendum to the Pittock Block Lease is entered into between the
Landlord and Tenant executing this Addendum for the purpose of amending such
Lease as provided herein.

     Tenant shall have the right and hereby agrees to connect 600 amps at 480
volt electrical service capacity to Landlord's common system, subject to the
following provisions:

          1. The one time connection fee one hundred thirty-five thousand
     dollars ($135,000.00), payable to Landlord within 30 days of the connection
     or within six months of the Commencement Date of the Lease Term, whichever
     occurs first.

          2. In addition to the connection fee, all engineering, permits,
     installation and connection costs shall be at Tenant's expense. Tenant
     shall not make any connection to Landlord's common electrical system
     without Landlord's prior written approval of engineering and installation
     specifications, which consent is subject to such conditions and building
     standards as Landlord deems appropriate.

          3. In addition to Monthly Base Rent, Other Charges and all other
     amounts due from Tenant under this Lease, Tenant shall pay its pro rata
     share of all costs and expenses associated with the electrical system,
     including but not limited to maintenance, repair and replacement expenses.
     Tenant's pro rata share for purposes of this section shall be based on the
     connected load of Tenant compared to the total connected capacity of the
     electrical system. Payment must be made within ten days of receipt of
     invoice.

     Except as expressly provided herein, all other provisions of the Lease and
the Exhibits and Addenda thereto, shall remain as set forth therein. In the
event of a conflict between this Addendum and the Lease proper, the provisions
of the Addendum shall prevail.

LANDLORD:                            TENANT:
--------                             --------

ALCO INVESTMENT COMPANY              ADVANCED TELECOMMUNICATIONS, INC.

By:  /s/ Douglas C. Rosen            By:  /s/ Satish C. Timari
   ------------------------------       ------------------------------
   Douglas C. Rosen                     (Print Name)  Satish C. Timari
   Its Secretary                        Its Vice President, Engg. & Net Imptn.
<PAGE>

                                    Addendum
                                       To
                              Pittock Block Lease

                       Emergency Generator Connection Fee

     This Addendum to the Pittock Block Lease is entered into between the
Landlord and Tenant executing this Addendum for the purpose of amending such
Lease as provided herein.

     Tenant shall have the right and hereby agrees to connect 400 amps at 480
volt three phase emergency generator service capacity to Landlord's common
system, subject to the following provisions:

     1. The one time connection fee is four hundred thousand dollars
($400,000.00). Tenant has elected to make an initial payment of one hundred two
thousand, five hundred dollars ($102,500.00) at the time of connection which the
parties agree with occur on July 1, 2000. The remaining balance of the
connection fee is two hundred ninety-seven thousand, five hundred dollars
($297,500.00) and shall be fully amortized over forty-two (42) months at the
annualized interest rate of ten percent (10.0%). Therefore, in addition to the
initial connection fee of one hundred two thousand, five hundred dollars
($102,500.00), the Monthly Base Rent and all other amounts due under the Lease,
Tenant shall pay as additional Monthly Base Rent the amount of six thousand,
eight hundred sixty-four dollars ($6,864.00) per month commencing on July 1,
2000 and continuing each month thereafter until December 1, 2003.

     2. In addition to the connection fee, all engineering, permits,
installation and connection costs shall be at Tenant's expense. Tenant shall not
make any connection to Landlord's common emergency generator system without
Landlord's prior written approval of engineering and installation
specifications, which consent is subject to such conditions and building
standards as Landlord deems reasonably appropriate.

     3. In addition to Monthly Base Rent, Other Charges and all other amounts
due from Tenant under this Lease, Tenant shall pay its pro rata share of all
costs and expenses associated with the emergency generator system, including but
not limited to maintenance, repair and replacement expenses. Tenant's pro rata
share for purposes of this section shall be based on the connected load of
Tenant compared to the total connected capacity of the emergency generator
system. Payment must be made within 30 days of receipt of invoice.

     Except as expressly provided herein, all other provisions of the Lease and
the Exhibits and Addenda thereto, shall remain as set forth therein. In the
event of a conflict between this Addendum and the Lease proper, the provisions
of the Addendum shall prevail.

LANDLORD:                            TENANT:
--------                             --------

ALCO INVESTMENT COMPANY              ADVANCED TELECOMMUNICATIONS, INC.

By:  /s/ Douglas C. Rosen            By:  /s/ Satish C. Timari
   ------------------------------       ------------------------------
   Douglas C. Rosen                     (Print Name)  Satish C. Timari
   Its Secretary                        Its Vice President, Engineering &
                                        Network Implementation
<PAGE>

                                    Addendum
                                       To
                              Pittock Block Lease

                               Connectivity Right

This Addendum to the Pittock Block Lease is entered into between the Landlord
and Tenant executing this Addendum for the purpose of amending such Lease as
provided herein.

     1. Cross Connect Facility. Tenant shall have the right to share usage of
     Landlord's common telecommunication Cross Connect Facility ("CCF') only in
     accordance with the following provisions:

               a. All cabling shall be provided by Tenant at Tenant's expense.
          Landlord shall supervise the maintenance and use of the CCF.

               b. Tenant shall abide by the regulations, specifications and
          standards established by Landlord from time to time governing the use
          of the CCF.

               c. Tenant shall pay cross connect fees to Landlord pursuant to
          the following schedule:

                                                 Copper CCF  Fiber CCF
                                                 ----------  --------
                 One time entry fee:             $1000.00    $1000.00
                 One time per panel fee:           375.00      200.00
                 Monthly per panel fee:             75.00      100.00

                 (1)  The above fees are based on Landlord's current building
                 standard equipment schedule with the following cross
                 connect capacities:

                             DS1 cross connect panels are 56 position
                             DS3 cross connect panels are 24 position
                             Fiber cross connect panels are 6 fiber

                 In the event Landlord changes the building standard
                 equipment specification, the monthly panel fee shall be
                 modified, if necessary, to maintain the same fee per
                 position.

               d. Cross connect fees shall be adjusted to Landlord's then rates
          in the Building at the beginning of the sixth year of the Lease Term
          and at each renewal option period, but shall in no event be less than
          the greater of (i) the amounts set forth above, or (ii) the amounts
          determined in any previous adjustment.

     2. Cabling Right of Way. Landlord gives Tenant the right of way to install
     cable from the Leased Premises to the Cross Connect Facility subject to the
     following provisions:

          a. Such installation is at Tenant's expense and subject to the
          regulations, specifications and standards established by Landlord.

          b. Such installation must be coordinated with and approved by the
          Pittock Block Building engineer.

          c. Tenant shall pay its pro rata share of common conduit attachment
          structures or pathway improvements provided by Landlord.

3. Direct Tenant to Tenant Connection Not Allowed. Tenant is not allowed to make
or accept direct connections to other telecommunication, internet and present or
future equivalent tenants' Leased Premises within the Building. All connections
between telecommunications tenants within the Building must occur in the CCF as
defined above.
<PAGE>

Page Two
Connectivity Right Addendum

Except as expressly provided herein, all other provisions of the Lease and the
Exhibits and other Addenda thereto shall remain as set forth therein. In the
event of a conflict between this Addendum and the Lease proper, the provisions
of this Addendum shall prevail.

LANDLORD:                            TENANT:
--------                             --------

ALCO INVESTMENT COMPANY              ADVANCED TELECOMMUNICATIONS, INC.

By:  /s/ Douglas C. Rosen            By:  /s/ Satish C. Timari
   ------------------------------       ------------------------------
   Douglas C. Rosen                     (Print Name)  Satish C. Timari
   Its Secretary                        Its Vice President, Engineering &
                                        Network Implementation
<PAGE>

                                    ADDENDUM
                                       TO
                              PITTOCK BLOCK LEASE

                             RULES AND REGULATIONS

1. No sign, placard, picture, advertisement, name or notice shall be posted or
affixed on or to any part of the outside of the Building or the Premises without
the prior written consent of Landlord, and Landlord shall have the right to
remove any sign, placard, picture, advertisement, name or notice posted in
violation of this rule, without notice to and at the expense of Tenant.

2. The directory of the Building will be provided exclusively for the display of
the name and location of tenants and Landlord reserves the right to exclude any
other names therefrom. Landlord reserves the right to restrict the amount of
directory space utilized by any Tenant.

3. The sidewalks, halls, passages, exits, entrances, elevators and stairways
shall not be obstructed by any Tenant or used for any purpose other than for
ingress and egress from the Premises. The halls, passages, exits, entrances,
elevators, stairways, balconies and roof are not for the use of the general
public and the Landlord shall in all cases retain the right to control and
prevent access thereto by all persons whose presence in the judgement of the
Landlord shall be prejudicial to the safety, character, reputation and interests
of the Building and its tenants. No Tenant and no employees, invitees or
licensees of any Tenant shall enter the mechanical rooms, electrical closets,
janitorial closets, or similar area or go upon the roof of the Building without
the prior written consent of the Landlord.

4. The Landlord shall designate appropriate entrances and a "freight" elevator
for deliveries or other movement to or from the Premises of equipment,
materials, supplies, furniture and other bulky or heavy articles, and Tenant
shall not use any other entrances or elevators for such purposes. The freight
elevator shall be available for use by Tenants in the building, subject to such
reasonable scheduling as Landlord in its discretion shall deem appropriate. All
means or methods used to move equipment, materials, supplies, furniture or other
property in or out of the Building must be approved by Landlord prior to any
such movement. All floors must be properly protected including hallway, lobby
and elevator carpet. Landlord will not be responsible for loss of or damage to
any property during movement into or out of the Building or Premises, and all
damage to the Building during the course of moving any article of Tenant's
property shall be repaired at the expense of Tenant. Tenant shall move all
freight, supplies, furniture, fixtures and other personal property only at such
times as may be designed by Landlord. Unattended vehicles will be towed at the
owner's expense.

5. Tenant shall not place or keep furniture or other items on the terraces or
roof of the Building without first obtaining the written approval of the
Landlord. Tenant shall not place any item of any nature on any window sill.

6. Landlord reserves the right to exclude from the building between the hours of
5:30 p.m. and 7:00 a.m. and at all hours on Saturdays, Sundays and legal
holidays all persons who do not present identification acceptable to Landlord.
Each Tenant shall provide Landlord with a list of all persons authorized by
Tenant to enter its Premises and shall be liable to Landlord for any loss or
injury to the property of the Landlord or other tenants caused by such persons.
Landlord shall in no case be liable to anyone for any error with regard to the
admission to or exclusion from the Building of any person. In the case of
invasion, mob, riot, public excitement or other circumstances rendering such
action advisable in Landlord's opinion, Landlord reserves the right to prevent
access to the Building during the continuance of the same by such action as
Landlord may deem appropriate, including closing doors.

7. The restrooms and the fixtures and equipment contained therein shall not
be used for any purpose other than that for which they were constructed.
Restroom fixtures shall not be used for the disposal of foreign substances
(e.g. coffee grounds) and the expense of any
<PAGE>

breakage, stoppage or damage resulting from violation of this rule shall be
borne by the responsible Tenant.

8. Except with the prior written consent of Landlord, no person other than those
employed by Landlord shall be permitted to enter the Building for the purpose of
cleaning the same or providing janitorial services. Tenant shall exercise due
care to preserve the good order and cleanliness of the Premises.

9. Tenant shall not permit the Premises to be occupied or used in a manner
offensive or objectionable to the other occupants of the building, persons
having business therein, or the occupants of neighboring buildings.
Specifically, tenants shall not use, keep or permit to be used or kept any
noxious gas or odorous substance in the Premises. Tenant shall not allow any
animals of any kind to be brought into or kept in or about the Premises of the
Building. Tenant shall not make or permit to be made any loud or disturbing
noises, whether by any musical instrument, radio, phonograph, appliance, or in
any other way. Tenant shall not install any radio or television antenna,
loudspeaker, or other device on the roof or exterior walls or windows of the
Building.

10. Tenants shall not use or keep in the Premises or the Building any kerosene,
gasoline, combustible fluid, toxic chemical, radioactive substance or other
dangerous material.

11. Tenant shall not disturb, solicit, or canvass any occupant of the
building and shall cooperate to prevent same.

12. All keys to offices, rooms and restrooms shall be obtained from Landlord's
building management office. Tenant shall not duplicate keys or have keys made.
Tenant, upon termination of the tenancy, shall deliver to the Landlord all keys
which shall have been furnished to Tenant by the Landlord. In the event that
Tenant or Tenant's employees or visitors lose a key, Tenant shall pay Landlord
the cost of replacing same or of changing the lock or locks opened by such lost
key if Landlord deems it necessary to make such change.

13. Tenant shall not lay linoleum, tile, carpet or other similar floor covering
so that the same shall be affixed to any floor of the Premises in any manner
except as approved by the Landlord. The expense of repairing any damage
resulting from a violation of this rule or of removing any floor coverings
affixed in violation of this rule shall be borne by the Tenant.

14. Before leaving the Building, Tenant and Tenant's employees shall (1) see
that the doors of the Premises are closed and securely locked; (2) shut off all
water faucets and water-using appliances so as to prevent waste or damage.
Tenant shall indemnify the Landlord and other tenants for any injuries sustained
by any of them as a result of any violation of this rule.

15. Landlord reserves the right to exclude or expel from the Building any person
who, in the judgement of Landlord, is intoxicated or under the influence of
liquor or drugs, or who shall in any manner do any act in violation of any of
the Rules and Regulations of the Building.

16. The requirements of Tenant will be attended to only upon application at the
Building management office. Employees of Landlord shall not perform any work or
do anything outside of their regular duties unless under special instructions
from the Landlord, and no employee will admit any person (Tenant or otherwise)
to any office without specific instruction from the Landlord.

17. Landlord shall have the right, exercisable without notice and without
liability to Tenant, to change the name and street address of the Building of
which the Premises are a part.

18. Without the prior written consent of Landlord, Tenant shall not use the name
of the Building to promote or advertise the business of Tenant except as
Tenant's address.

19. Tenant agrees to comply with all fire and security regulations that may
be issued from time to time by Landlord. Tenant shall also provide Landlord
with the name of a
<PAGE>

designated responsible employee to represent Tenant in all matters pertaining to
fire or security regulations.

20. Tenant shall not utilize electrical extension cords unless such cords are
equipped with a built in circuit breaker.

21. No curtains, draperies, blinds, shutters, shades, screens or other
coverings, hanging or decorations shall be attached to, hung or placed in, or
used in connection with any window of the Building without the prior written
consent of Landlord. Such window coverings as the Landlord does approve shall be
installed on the office side of Landlord's standard window covering and shall in
no way be visible from the exterior of the Building.

22. Except with the prior written consent of Landlord, Tenant shall not sell any
retail merchandise in or on the Premises, including but not limited to the sale
to the public of newspapers, magazines, periodicals, theater or travel tickets
or any other goods or merchandise. Tenant shall not carry on or permit any
employee or other person to carry on the business of stenography, typewriting,
printing or photocopying or any similar business in or from the Premises for the
service or accommodation of other occupants in the Building, nor shall the
Premises of Tenant be used for manufacturing of any kind, for lodging of any
kind, or for any business or activity other than that specified in the Tenant's
Lease Agreement.

23. Tenant shall store all its trash and garbage within its Premises. No
material shall be placed in the hallways or left for disposal by the Landlord.
All garbage and refuse disposal shall be made only through entryways and
elevators provided for such purposes and at such times as Landlord shall
designate.

24. Tenant shall not mark, paint, drive nails or drill into, cut, string wires
within, or in any way deface any part of the Building or the Premises, without
the prior written consent of Landlord and as Landlord may direct. Should
Landlord grant approval, Tenant agrees to assume full responsibility and
warrants that Tenant's contractor will strictly abide by Landlord's guidelines
for work contracted directly by Tenant. Upon removal of any and all decorations
or installations of floor covering by Tenant, any damage to walls or floor shall
be repaired by Tenant at Tenant's sole cost and expense. This paragraph shall
apply to all work performed in the Building, including without limitation
installation of telephone or computer equipment, electrical devices and
attachments and installations of any nature affecting floors, walls, woodwork,
trim, windows, ceilings, equipment or any other portion of the Building. Plans
and specifications for such work, prepared at Tenant's sole expense, shall be
submitted to Landlord and shall be subject to Landlord's prior written approval
in each instance before the commencement of work. All installations,
alterations, and additions shall be constructed by Tenant in a good and
workmanlike manner and only good grades of materials shall be used in connection
therewith. Tenant shall obtain any and all necessary or required permits for any
such work at its sole cost and expense.

25. Landlord reserves the right to rescind, alter or waive, by written notice to
Tenant, any rule or regulation prescribed for the Building when, in Landlord's
judgement, it is necessary, desirable or proper to take such action in the best
interest of the Building and its tenants. The waiver of a rule or regulation for
the benefit of a particular tenant or tenants shall not be construed as a waiver
of such rule or regulation in favor of any other tenant or tenants, nor shall
any such waiver prevent Landlord from thereafter enforcing the rules or
regulation in question against any or all tenants of the building.

26. These Rules and Regulations supplement and shall not be construed to modify
or amend the provisions of the Lease Agreement or other agreement between
Landlord and Tenant. In the event of any conflict between these Rules and
Regulations and the Lease Agreement and any agreement executed by Landlord and
Tenant, the Lease Agreement shall prevail.

27. Smoking of any kind is prohibited in all common areas within the Building
including but not limited to the lobby, hallways, passageways, exits, entrances,
elevators, stairways, restrooms and within thirty (30) feet of exterior Building
entryways. Cigar and pipe smoking is prohibited throughout the entire Building.