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                                                                   EXHIBIT 10.25

                                  MASTER LEASE

1.  BASIC LEASE TERMS

    a.  DATE OF LEASE: October 1, 1994

    b.  TENANT: NeoPath, Inc., a Washington corporation
        Trade Name: NeoPath, Inc.
        Address (Leased Premises): 8271 154th Avenue N.E., Redmond, WA 98052
        Building/Unit: H/8271
        Address (For Notices): 8271 154th Avenue N.E., Redmond, WA 98052
        Building/Unit: H/8271
        Facsimile: __________________

    c.  LANDLORD: Teachers Insurance & Annuity Association, a New York
        corporation
        Address (For Notices): 730 Third Avenue N.E., 7th Floor, New York, New
        York 10017
        Facsimile: _____________
        with a copy to Koll Management Services, 4343 Von Karman Avenue,
        Newport Beach, CA 92660, Facsimile: (714) 833-3755; or to such other
        place as Landlord may from time to time designate by notice to Tenant.

    d.  TENANT'S USE OF PREMISES: Light manufacturing of medical testing
        devices, office and warehouse uses relating to same, and incidental
        related research and development uses.

    e.  PREMISES AREA: approximately 29,771 Rentable Square Feet

    f.  PROJECT AREA: approximately 39,451 Rentable Square Feet

    g.  TERM OF LEASE: The Lease shall have a Commencement Date of December 1,
        1994 or such sooner or later date as is set forth in Section 3. The
        Expiration Date of this Lease shall be sixty (60) months after the
        Commencement Date

    h.  BASE MONTHLY RENT: The Base Monthly Rent under this Lease shall be as
        follows:

             Months                                       Base Monthly Rent

              1                                              $      0.00
              2-5                                            $ 11,837.00
              6                                              $      0.00
              7-10                                           $ 25,680.00

(provided that all of the Premises
are substantially complete as of such
date)

              11-12                                          $      0.00
              13-17                                          $ 25,680.00
              18                                             $      0.00
              19-22                                          $ 25,680.00
              23-24                                          $      0.00
              25-29                                          $ 25,680.00
              30                                             $      0.00
              31-34                                          $ 25,680.00
              35-36                                          $      0.00
              37                                             $ 27,044.00
              38-60                                          $ 27,044.00

    i.  [Intentionally deleted.]


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    j.  LEASE CONSIDERATION: In consideration of Landlord's agreement to
        construct the Premises Improvements and to enter into this Lease,
        Tenant shall, at the time of full execution of this Lease, pay to
        Landlord Lease Consideration in the sum of Two Hundred Thirty-Five
        Thousand Nine Hundred Sixty-One Thousand Dollars ($235,961.00), which
        amount shall be held in a diminishing escrow for the sole purpose of
        allowing Tenant to receive the interest on the diminishing amount
        thereof, all as more fully set forth in Section 5 and Exhibit E.

    k.  SECURITY DEPOSIT: $27,044
        NON-REFUNDABLE CLEANING FEE: [Intentionally Omitted]

    1.  BROKER(S): Paul Jerue, CB Commercial Real Estate Group, Inc.

    m.  GUARANTORS: N/A

    n.  NON-STANDARD SECTIONS:
        Non-standard sections of this lease numbered 29 through 33 are
        included herein and made a part hereof.

    o.  ADDITIONAL EXHIBITS:
        The following Exhibits are attached hereto and made a part hereof.
        Exhibit A - The Premises
        Exhibit B - The Project
        Exhibit C - Signage Regulations
        Exhibit D - Plans and Specifications
        Exhibit E - Escrow Instructions

2.      PREMISES/COMMON AREAS/PROJECT/Improvements.

    a.  PREMISES. Landlord leases to Tenant the premises described in Section
        1 and shown on Exhibit A (the "Premises"), located in this project
        being that portion of the WestPark crosshatched on Exhibit B (the
        "Project"). By entry on the Premises, Tenant acknowledges that it has
        examined the Premises and accepts the Premises in their then present
        condition, subject to any additional work Landlord has agreed to do.
        The actual Rentable Square Footage of the Premises may vary from the
        amount set forth in Section l(e), depending on the final contract
        documents for the Premises agreed to between Landlord and Tenant.
        Within thirty (30) days after substantial completion of the entire
        Premises, Landlord shall certify in writing to Tenant the actual
        Rentable Square Footage of the Premises (with any unimproved mezzanine
        space calculated based on Landlord's reasonable estimate). If the
        actual Rentable Square Footage varies from that stated in Section
        l(e), (i) Base Monthly Rent shall be adjusted pro rata to reflect the
        actual Rentable Square Footage of the Premises, and (ii) Tenant's
        Share shall be adjusted in accordance with the formula stated in
        Section 4(c). "Rentable Square Footage" shall be calculated
        consistent with Landlord's calculations for other Tenants in WestPark.

    b.  COMMON AREAS. As used in this Lease, "Common Areas" shall mean all
        portions of the Project not leased or demised for lease to specific
        tenants. During the Lease Term, Tenant and its licensees, invitees,
        customers and employees shall have the non-exclusive right to use the
        public portions of the Common Areas, including all parking areas,
        landscaped areas, entrances, lobbies, elevators, stairs, corridors,
        and public restrooms in common with Landlord, other Project tenants
        and their respective licensees, invitees, customers and employees.
        Landlord shall at all times have exclusive control and management of
        the Common Areas and no diminution thereof shall be deemed a


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        constructive or actual eviction or entitle Tenant to compensation or a
        reduction or abatement of rent. Landlord in its discretion may
        increase, decrease or change the number, locations and dimensions of
        any Common Areas and other improvements shown on Exhibit A which are
        not within the Premises, provided Landlord shall not make a
        modification that materially adversely affects the habitability of the
        Premises for the Permitted Use.

    c.  PROJECT. Landlord reserves the right in its sole discretion to modify
        or alter the configuration or number of buildings in the Project,
        provided only that upon such modification or alteration, the Project
        Area as set forth in Section l(f) shall be adjusted to reflect such
        modification or alteration, and provided further that Landlord shall
        not make a modification that materially adversely affects the
        habitability of the Premises for the Permitted Use.

    d.  IMPROVEMENTS. Landlord shall improve the Premises in accordance with
        the plans and specifications attached hereto as Exhibit D (the
        "Premises Improvements"). The Premises Improvements shall include an
        elevator serving the mezzanine and second floor space, and shall also
        include construction of shell improvements of approximately 4,574
        Rentable Square Feet of mezzanine space (the "Mezzanine Space") which
        may be further improved and occupied as set forth in Section 33. If
        Tenant requests any changes to Exhibit D, such changes shall be
        processed as a change order, and any cost thereof shall be paid by
        Tenant prior to commencement of the changed work. Notwithstanding the
        above, the entrance improvements shown in crosshatching on Exhibit D
        shall be constructed on an "allowance" basis (as such term is commonly
        used in the construction industry), with Tenant being provided an
        allowance of Ten Thousand Dollars ($10,000) for the cost of improvements
        to the crosshatched area (including the cost of design, permitting and
        construction of those entrance improvements). Any cost of such
        improvements in excess of Ten Thousand Dollars ($10,000) shall be paid
        by Tenant as and when invoiced by Landlord's contractor.

3.  TERM.

    a.  COMMENCEMENT DATE. The Commencement Date listed in Section l(g) of
        this Lease represents an estimate of the Commencement Date. This Lease
        shall commence on the estimated Commencement Date if the Premises
        Improvements are substantially completed by fourteen (14) days prior to
        such date, but otherwise the Commencement Date shall be first to occur
        of the following events (i) fourteen (14) days after the date on which
        Landlord notifies Tenant that the Premises Improvements are
        substantially completed in accordance with Exhibit D, (ii) the date on
        which Tenant commences beneficial occupancy of any portion of the
        Premises other than for move in purposes, or (iii) if substantial
        completion of the Premises Improvements is delayed due to Tenant's
        failure to perform its obligations under this Lease, then the date
        determined by Landlord as fourteen (14) days after the date upon which
        the Premises Improvements would have been substantially completed, but
        for Tenant's failure to perform. If this Commencement Date is later than
        the Section 1 Commencement Date, this Lease shall not be void or
        voidable, nor shall Landlord be liable to Tenant for any loss or damage
        resulting therefrom, provided only that if substantial completion of
        manufacturing space on the first floor (the "Manufacturing Space") has
        not occurred by December 31, 1994 for any reason other than force
        majeure or delay caused by Tenant, or if the Premises Improvements are
        not all substantially complete by the seven month anniversary of the
        Commencement Date for any reason other than

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        force majeure or delay caused by Tenant (which Tenant caused delay shall
        include delay caused by Tenant's failure to timely respond to plan
        proposals), then Tenant shall be entitled to cancel this Lease on thirty
        (30)days written notice to Landlord given within ten (10) days after
        Landlord's failure to meet an applicable deadline, and neither party
        shall have any further obligation to the other. Landlord shall confirm
        the Commencement Date by written notice to Tenant. This Lease shall be
        for a term ("Lease Term") beginning on the Commencement Date and ending
        on the Expiration Date, unless extended or sooner terminated in
        accordance with the terms of this Lease.

    b.  OCCUPANCY BEFORE COMMENCEMENT DATE. If any reasonably segregatable
        portion or portions of the Premises Improvements is substantially
        complete prior to the Commencement Date, Tenant may occupy such area,
        provided that (a) Tenant shall not interfere with Landlord's
        construction of Premises Improvements and shall coordinate with
        Landlord's activities and comply with Landlord's reasonable directives,
        and (b) all provisions of Sections 15 and 16 of this Lease shall apply
        to any such presence.

4.  RENT

    a.  BASE MONTHLY RENT. Tenant shall pay Landlord monthly base rent in the
        initial amount in Section 1 which shall be payable monthly in advance on
        the first day of each and every calendar month ("Base Monthly Rent"). If
        the term of this Lease contains any rental abatement period, Tenant
        hereby agrees that if Tenant breaches the Lease and fails to cure such
        breach within the applicable cure period, if any, and/or abandons the
        Premises before the end of the Lease term, or if Tenant's right to
        possession is terminated by Landlord because of Tenant's breach of the
        Lease, the rental abatement period shall be deemed extinguished, and
        there shall be immediately due from Tenant to Landlord, in addition to
        any damages otherwise due Landlord under the terms and conditions of the
        Lease, Base Monthly Rent prorated for the entirety of the rental
        abatement period at the average Base Monthly Rent for the Lease, plus
        any and all other charges (such as Expenses) that were abated during
        such rental abatement period.

    b.  RENT ADJUSTMENT. Base Monthly Rent shall be adjusted from time to
        time as set forth in Section l(h).

    c.  EXPENSES. The purpose of this Section 4(c) is to ensure that Tenant
        bears a share of all Expenses related to the use, maintenance,
        ownership, repair or replacement, and insurance of the Project. Tenant
        shall not be required to pay Tenant's Share of Expenses for the first
        month of the Lease Term. Accordingly, beginning with the second month of
        the Lease Term, Tenant shall each month pay to Landlord one- twelfth
        (1/12) of Tenant's Share of Expenses related to the Project. Tenant
        shall pay such sums as Additional Rent payable simultaneous with Base
        Monthly Rent (pro-rated for any partial month at the commencement or end
        of this Lease). As used in this Lease, "Tenant's Share" shall mean the
        Premises Area, as defined in Section 1.e, divided by the Project Area,
        as defined in Section 1.f, and "Tenant's Share of Expenses" shall mean
        total Expenses for the Project, multiplied by Tenant's Share.

        1) Expenses Defined. The term "Expenses" shall mean a11 costs and
        expenses of the ownership, operation, maintenance, repair or

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        replacement, and insurance of the Project, including without limitation,
        the following costs:

           (a) All supplies, materials, labor, equipment, and utilities
           used in or related to the operation and maintenance of the
           Project,

           (b) All maintenance, management, janitorial, legal, accounting,
           insurance, and service agreement costs related to the Project;

           (c) All maintenance, replacement and repair costs relating to
           the areas within or around the Project, including, without
           limitation, air conditioning systems, sidewalks, landscaping, service
           areas, driveways, parking Areas (including resurfacing and restriping
           parking areas), walkways, building exteriors (including painting),
           signs and directories, repairing and replacing roofs, walls, etc.
           These costs may be included either based on actual expenditures or
           the use of an accounting reserve based on past cost experience for
           the Project.

           (d) Amortization (along with reasonable financing charges) of
           capital improvements made to the Project which may be required by any
           government authority or which will improve the operating efficiency
           of the Project (provided, however, that the amount of such
           amortization for improvements not mandated by government authority
           shall not exceed in any year the amount of costs reasonably
           determined by Landlord in its sole discretion to have been saved by
           the expenditure either through the reduction or minimization of
           increases which would have otherwise occurred).

           (e) Real Property Taxes including all taxes, assessments (general and
           special) and other impositions or charges which may be taxed,
           charged, levied, assessed or imposed upon all or any portion of or in
           relation to the Project or any portion thereof, any leasehold estate
           in the Premises or measured by Rent from the Premises, including any
           increase caused by the transfer, sale or encumbrance of the Project
           or any portion thereof. "Real Property Taxes" shall also include any
           form of assessment, levy, penalty, charge or tax (other than estate,
           inheritance, net income, or franchise taxes) imposed by any authority
           having a direct or indirect power to tax or charge, including,
           without limitation, any city, county, state federal or any
           improvement or other district, whether such tax is (1) determined by
           the value of the Project or the Rent or other sums payable under this
           Lease; (2) upon or with respect to any legal or equitable interest of
           Landlord in the Project or any part thereof; (3) upon this
           transaction or any document to which Tenant is a party creating a
           transfer in any interest in the Project, (4) in lieu of or as a
           direct substitute in whole or in part of or in addition to any real
           property taxes on the Project, (5) based on any parking spaces or
           parking facilities provided in the Project, or (6) in consideration
           for services, such as police protection, fire protection, street,
           sidewalk and roadway maintenance, refuse removal or other services
           that may be provided by any governmental or quasigovernmental agency
           from time to time which were formerly provided without charge or with
           less charge to property owners or occupants. Notwithstanding the
           above, Real Property Taxes shall not include impact fees for
           development of portions of the Project exclusive of the Premises.

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        2) EXCLUSIONS FROM EXPENSES. Notwithstanding anything to the contrary
        contained in this Lease, the following items shall be excluded (or, as
        applicable, deducted) in calculating Tenant's Share of Expenses: (a)
        costs of any special services rendered to individual tenants (including
        Tenant) for which a special charge is made; (b) attorneys fees and costs
        related to defaults by other tenants in the Project; (c) depreciation or
        amortization of the cost of the Project and any improvements or any
        costs which are required to be capitalized under generally accepted
        accounting principles excepting only amounts amortized by Landlord to
        cover the cost of replacements of Project systems and equipment and to
        cover such capital improvements as are either required by law or are
        reasonably expected to lower Operating Costs, with such amortization to
        be based on the estimated useful lives of such items and annualized on a
        straight line basis, over such useful lives; (d) costs of entering into
        or enforcing Tenant leases or in connection with the financing or
        transfer of the Project; (e) costs of repairing casualty damage to the
        extent the same is covered by insurance carried or required to be
        carried under this Lease; (f) costs reimbursed from insurance or
        condemnation proceeds or from Tenant or any other tenant of the Project
        pursuant to other lease clauses; (g) costs of fines and penalties
        imposed as a result of Landlord's failure to comply with any applicable
        rule or regulation; (h) costs paid to parties affiliated with Landlord
        in excess of fair market value; (i) costs of correcting structures or
        equipment in the Project or elements of the Common Areas that were, as
        of the Commencement Date, not in compliance with applicable laws or
        regulations; (j) costs of preparing space in the Project (including the
        Premises) for tenant occupancy; (k) lease brokerage commissions and
        advertising; (1) costs for services rendered to any tenant whose space
        is not included in the Rentable Area of the Project; (m) the cost of
        debt service; (n) wages, salaries and other compensation paid to
        employees of Landlord who are above the level of Project manager; and
        (o) all other items for which Tenant or any other tenant, occupant or
        other party compensates Landlord, so that no duplication of payments by
        Tenant or to Landlord shall occur.

        3) ANNUAL ESTIMATE OF EXPENSES, TENANT'S SHARE. When Tenant takes
        possession of the Premises, Landlord shall estimate Tenant's Share of
        Expenses for the remainder of the calendar year, and at the commencement
        of each calendar year thereafter, Landlord shall estimate Tenant's Share
        of Expenses for the coming year by multiplying the estimated annual
        Project Expenses by Tenant's Share. Landlord shall, on request, provide
        Tenant with a reasonable line item listing of the elements constituting
        Expenses for the purpose of this Section 4.

        4) MONTHLY PAYMENT OF EXPENSES. Tenant shall pay to Landlord,
        monthly in advance, as Additional Rent, one-twelfth (1/12) of the Annual
        Estimate of Tenant's Share of Expenses for the period beginning with the
        second month of the Lease Term. As soon as practical following each
        calendar year, Landlord shall prepare an accounting of actual Expenses
        incurred during the prior calendar year and such accounting shall
        reflect Tenant's Share of Expenses. If the Additional Rent paid by
        Tenant under this Section 4(c) (4) during the preceding calendar year
        was less than the actual amount of Tenant's Share of Expenses, Landlord
        shall so notify Tenant and Tenant shall pay such amount to Landlord
        within 30 days of receipt of such notice. Such amount shall be deemed to
        have accrued during the prior calendar year and shall be due and payable
        from Tenant even though the term of this Lease has expired or this Lease
        has been terminated prior to Tenant's receipt of this notice. Tenant
        shall have thirty (30) days

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        from receipt of such notice to contest the amount due, failure to so
        notify Landlord shall represent final determination of Tenant's Share of
        Expenses. If Tenant's payments were greater than the actual amount, then
        such overpayment shall be credited by Landlord to Tenant's Share of
        Expenses due under this Section 4(c)(3).

        5) RENT WITHOUT OFFSET AND LATE CHARGE. As used herein, "Rent" shall
        mean all monetary sums due from Tenant to Landlord. All Base Monthly
        Rent shall be paid by Tenant to Landlord without prior notice or demand
        in advance on the first day of every calendar month, at the address
        shown in Section 1, or such other place as landlord may designate in
        writing from time to time. Whether or not so designated, all other sums
        due from Tenant under this Lease shall constitute Additional Rent,
        payable without prior notice or demand when specified in this Lease, but
        if not specified, then within ten (10) days of demand. All Rent shall be
        paid without any deduction or offset whatsoever. All Rent shall be paid
        in lawful currency of the United States of America. Proration of Rent
        due for any partial month shall be calculated by dividing the number of
        days in the month for which Rent is due by the actual number of days in
        that month and multiplying by the applicable monthly rate. Tenant
        acknowledges that late payment by Tenant to Landlord of any Rent or
        other sums due under this Lease will cause Landlord to incur costs not
        contemplated by this Lease, the exact amount of such cost being
        extremely difficult and impracticable to ascertain. Such costs include,
        without limitation, processing and accounting charges and late charges
        that may be imposed on Landlord by the terms of any encumbrance or note
        secured by the Premises. Therefore, if any Rent or other sum due from
        Tenant is not received by the end of the 10th day after the due date
        (e.g. by the end of the 10th of the month when due on the 1st), Tenant
        shall pay to Landlord an additional sum equal to 10% of such overdue
        payment. Landlord and Tenant hereby agree that such late charge
        represents a fair and reasonable estimate of the costs that Landlord
        will incur by reason of any such late payment and that the late charge
        is in addition to any and all remedies available to the Landlord and
        that the assessment and/or collection of the late charge shall not be
        deemed a waiver of any other default. Additionally, all such delinquent
        rent or other sums not paid within 10 days of the date due, plus this
        late charge, shall bear interest at the rate of 18 percent per annum,
        with interest commencing on the due date for the rent or late charge, as
        applicable. If the interest rate specified in this Lease is higher than
        the rate permitted by law, the interest rate is hereby decreased to the
        maximum legal interest rate permitted by law. Any payments of any kind
        returned for insufficient funds will be subject to an additional
        handling charge of $25.00, and thereafter, Landlord may require Tenant
        to pay all future payments of Rent or other sums due by money order or
        cashier's check.

5.  LEASE CONSIDERATION. In consideration for Landlord's agreement to
    construct the Premises Improvements and to enter into this Lease, Tenant
    shall, upon full execution of this Lease, pay to Landlord the Lease
    Consideration set forth in Section 1(j), provided that if this Lease is
    terminated based on Landlord's failure to construct the Premises
    Improvements as set forth in this Lease, then the Lease Consideration shall
    be promptly refunded to Tenant. The Lease Consideration shall be held in an
    escrow account pursuant to the Escrow Instructions attached as Exhibit E
    hereto, which escrow account is established for the sole purpose of allowing
    Tenant to collect the interest earned on the diminishing balance thereof.

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6.  DEPOSIT. Upon execution of this Lease, Tenant shall deposit a security
    deposit as set forth in Section 1(k) with Landlord. If Tenant is in default,
    Landlord can use the security deposit or any portion of it to cure the
    default or to compensate Landlord for any damages sustained by Landlord
    resulting from Tenant's default. Upon demand, Tenant shall immediately pay
    to Landlord a sum equal to the portion of the security deposit expended or
    applied by Landlord to restore the security deposit to its full amount. In
    no event will Tenant have the right to apply any part of the security
    deposit to any Rent or other sums due under this Lease. If Tenant is not in
    default at the expiration or termination of this Lease, Landlord shall
    return the security deposit to Tenant. Landlord's obligations with respect
    to the deposit are those of a debtor and not of a trustee, and Landlord can
    commingle the security deposit with Landlord's general funds. Landlord shall
    not be required to pay Tenant interest on the deposit. Landlord shall be
    entitled to immediately endorse and cash Tenant's prepaid deposit; however,
    such endorsement and cashing shall not constitute Landlord's acceptance of
    this Lease. In the event Landlord does not accept this Lease, Landlord shall
    return said prepaid deposit.

7.  USE OF PREMISES AND PROJECT FACILITIES. Tenant shall use the Premises
    solely for the purposes set forth in Section 1 and for no other purpose
    without obtaining the prior written consent of Landlord. Landlord may
    withhold consent to a change of use in Landlord's sole discretion. Tenant
    acknowledges that neither Landlord nor any agent of Landlord has made any
    representation or warranty with respect to the Premises or with respect to
    the suitability of the Premises or the Project for the conduct of Tenant's
    business, nor has Landlord agreed to undertake any modification, alteration
    or improvement to the Premises or the Project, except as provided in writing
    in this Lease. Tenant acknowledges that Landlord may from time to time, at
    its sole discretion, make such modifications, alterations, deletions or
    improvements to the Project as Landlord may deem necessary or desirable,
    without compensation or notice to Tenant, provided that Landlord shall not
    make a modification that materially adversely affects the habitability of
    the Premises for the Permitted Uses. Tenant shall promptly comply with all
    laws, ordinances, orders and regulations affecting the Premises and the
    Project, including, without limitation, any rules and regulations that may
    be attached to this Lease and to any reasonable modifications to these rules
    and regulations as Landlord may adopt from time to time. Tenant acknowledges
    that, except for Landlord's obligations pursuant to Section 13, Tenant is
    solely responsible for ensuring that the Premises comply with any and all
    governmental regulations applicable to Tenant's conduct of business on the
    Premises, and that Tenant is solely responsible for any alterations or
    improvements that may be required by such regulations, now existing or
    hereafter adopted. Tenant shall not do or permit anything to be done in or
    about the Premises or bring or keep anything in the Premises that will in
    any way increase the premiums paid by Landlord on its insurance related to
    the Project or which will in any way increase the premiums for fire or
    casualty insurance carried by other tenants in the Project. Tenant will not
    perform any act or carry on any practices that may injure the Premises or
    the Project; that may be a nuisance or menace to other tenants in the
    Project; or that shall in any way interfere with the quiet enjoyment of such
    other tenants. Tenant shall not use the Premises for sleeping, washing
    clothes, cooking (except such minor cooking as is consistent with general
    office use) or the preparation, manufacture or mixing of anything that might
    emit any objectionable odor, noises, vibrations or lights onto such other
    tenants. If sound insulation is required to muffle noise produced by Tenant
    on the Premises, Tenant at its own cost shall provide all necessary
    insulation. Tenant shall not do anything on the premises

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    which will overload any existing parking or service to the Premises. Pets
    and/or animals of any type shall not be kept on the Premises.

8.  EMISSIONS; STORAGE, USE AND DISPOSAL OF WASTE.

    a. EMISSIONS. Tenant shall not:

       1) Permit any of Tenant's vehicles on the premises to emit exhaust
       which creates any hazard to human health or the environment;

       2) Discharge, emit or permit to be discharged or emitted, any
       liquid, solid or gaseous matter, or any combination thereof, into the
       atmosphere, the ground or any body of water which matter, as
       reasonably determined by Lessor or any governmental entity, does, or
       may, pollute or contaminate the same, or is, or may become,
       radioactive or does, or may, adversely affect the (a) health or
       safety of persons, wherever located, whether on the Premises or
       anywhere else, (b) condition, use or enjoyment of the Premises or any
       other real or personal property, whether on the Premises or anywhere
       else, or (c) Premises or any of the improvements thereto or thereon
       including buildings, foundations, pipes, utility lines, landscaping
       or parking areas;

       3) Produce, or permit to be produced, any intense glare, light or
       heat except within an enclosed or screened area and then only in such
       manner that the glare, light or heat shall not be discernible from
       outside the Premises;

       4) Create, or permit to be created, any sound pressure level which
       will interfere with the quiet enjoyment of any real property outside
       the Premises, or which will create a nuisance or violate any
       governmental law, rule, regulation or requirement;

       5) Create, or permit to be created, any ground vibration that is
       discernible outside the Premises; and

       6) Transmit, receive or permit to be transmitted or received, any
       electromagnetic, microwave or other radiation which is harmful or
       hazardous to any person or property in, or about the Premises, or
       anywhere else.

    Notwithstanding the above, Tenant shall be entitled to manufacture medical
    testing equipment not involving any radioactive materials, but using such
    materials as are commonly used in light manufacturing, so long as Tenant
    strictly complies with all applicable governmental laws and regulations
    regulating such materials.

    b. STORAGE AND USE.

       1) Storage. Subject to the uses permitted and prohibited to Tenant
       under this lease, Tenant shall store in appropriate leak proof
       containers all solid, liquid or gaseous matter, or any combination
       thereof, which matter, if discharged or emitted into the atmosphere,
       the ground or any body of water, does or may (a) pollute or
       contaminate the same, or (b) adversely affect the (i) health or
       safety of persons, whether on the Premises or anywhere else,
       (ii) condition, use or enjoyment of the Premises or any real or
       personal property, whether on the Premises or anywhere else, or
       (iii) Premises or any of the improvements thereto or thereon.

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       2) USE. In addition, without Landlord's prior written consent,
       Tenant shall not use, store or permit to remain on the Premises any
       solid, liquid or gaseous matter which is, or may become radioactive. If
       Landlord does give its consent, Tenant shall store the materials in such
       a manner that no radioactivity will be detectable outside designated
       storage area and Tenant shall use the materials in such manner that (a)
       no real or personal property outside the designated storage area shall
       become contaminated thereby or (b) there are and shall be no adverse
       effects on the (i) health or safety of persons, whether on the Premises
       or anywhere else, (ii) condition, use or enjoyment of the Premises or any
       real or personal property thereon or therein, or (iii) Premises or any of
       the improvements thereto or thereon.

    c. DISPOSAL OF WASTE

       1) Refuse Disposal. Tenant shall not keep any trash, garbage, waste or
       other refuse on the Premises except in sanitary containers and shall
       regularly and frequently remove same from the Premises. Tenant shall keep
       all incinerators, containers or other equipment used for storage or
       disposal of such materials in a clean and sanitary condition.

       2) Sewage Disposal. Tenant shall properly dispose of all sanitary sewage
       and shall not use the sewage disposal system (a) for the disposal of
       anything except sanitary sewage or (b) in excess of the lesser amount (i)
       reasonably contemplated by the uses permitted under this Lease or (ii)
       permitted by any governmental entity. Tenant shall keep the sewage
       disposal system free of all obstructions and in good operating condition.

       3) Disposal of Other Waste. Tenant shall properly dispose of all other
       waste or other matter delivered to, stored upon, located upon or within,
       used on, or removed from, the Premises in such a manner that it does not,
       and will not, adversely affect the (a) health or safety of persons,
       wherever located, whether on the Premises or elsewhere (b) condition, use
       or enjoyment of the Premises or any other real or personal property,
       wherever located, whether on the Premises or anywhere else, or (c)
       Premises or any of the improvements thereto or thereon including
       buildings, foundations, pipes, utility lines, landscaping or parking
       areas.

    d. INFORMATION. Tenant shall provide Landlord with any and all
       information regarding hazardous or toxic materials in the Premises,
       including copies of all filings and reports to governmental entities at
       the time they are originated, and any other information requested by
       Landlord. In the event of any accident, spill or other incident involving
       hazardous or toxic matter, Tenant shall immediately report the same to
       Landlord and supply Landlord with all information and reports with
       respect to the same, together with Tenant's clean-up or remediation plan
       and schedule. If such clean-up or remediation plan is not acceptable to
       Landlord in Landlord's sole discretion, Landlord may so notify Tenant
       and, upon 48 hours prior written notice (or without notice if so required
       by an emergency) may enter on the Premises to conduct the clean-up or
       remediation and charge Tenant the costs thereof as Additional Rent. All
       information described herein shall be provided to Landlord regardless of
       any claim by Tenant that it is confidential or privileged.

                                       10

<PAGE>

    e. COMPLIANCE WITH LAW.  Notwithstanding any other provision in this
       Lease to the contrary, Tenant shall comply with all laws, statutes,
       ordinances, regulations, rules and other governmental requirements in
       complying with its obligations under this lease, and in particular,
       relating to the storage, use and disposal of hazardous or toxic matter.

    f. INDEMNIFICATION.  Tenant shall indemnify, defend and hold Landlord
       and lenders to Landlord ("Lender") harmless from any and all of the
       costs, fees, penalties, charges and expenses assessed against, or
       imposed, upon Landlord, and Lender (as Well as Landlord's and Lender's
       attorneys fees and costs) as a result of Tenant's use, disposal,
       transportation, generation and/or sale of Hazardous Substances.

9.  SIGNAGE. All signing shall comply with rules and regulations set forth by
    Landlord as may be modified from time to time. Current rules and regulations
    relating to signs are described on Exhibit C. Tenant shall place no window
    covering (e.g., shades, blinds, curtains, drapes, screens, or tinting
    materials), stickers, signs, lettering, banners or advertising or display
    material on or near exterior windows or doors if such materials are visible
    from the exterior of the Premises, without Landlord's prior written consent.
    Similarly, Tenant may not install any alarm boxes, foil protection tape or
    other security equipment on the Premises without Landlord's prior written
    consent. Any material violating this provision may be destroyed by Landlord
    without compensation to Tenant. Landlord acknowledges that Tenant will be
    designing and installing a security system.

10. PERSONAL PROPERTY TAXES. Tenant shall pay before delinquency all taxes,
    assessments, license fees and public charges levied, assessed or imposed
    upon its business operations as well as upon all trade fixtures, leasehold
    improvements, merchandise and other personal property in or about the
    Premises.

11. PARKING. Landlord grants to Tenant and Tenant's customers, suppliers,
    employees and invitees, a non-exclusive license to use the designated
    parking areas in the Project for the use of motor vehicles during the term
    of this Lease. Landlord reserves the right at any time to grant similar
    non-exclusive use to other tenants, to promulgate rules and regulations
    relating to the use of such parking areas, including reasonable restrictions
    on parking by tenants and employees, to designate specific spaces for the
    use of any tenant, to make changes in the parking layout from time to time,
    and to establish reasonable time limits on parking. Overnight parking is
    prohibited and any vehicle violating this or any other vehicle regulation
    adopted by Landlord is subject to removal at the owner's expense. The
    Project's current parking ratio is three (3) stalls available on a
    non-exclusive basis per 1,000 square feet of rentable area, which shall not
    be reduced except as may be needed to accomplish compliance with changes in
    governmental regulations.

12. UTILITIES. Tenant shall pay for all water, gas, heat, light, power, sewer,
    electricity, telephone or other service metered, chargeable or provided to
    the Premises and not otherwise charged as part of Tenant's Share of
    Expenses. If Tenant, in Landlord's reasonable estimation, uses more of
    commonly metered utilities than other tenants in the Project, Landlord may
    specially allocate the cost of same to Tenant. Landlord reserves the right
    to install separate meters for any such utility and to charge Tenant

                                       11

<PAGE>

    for the cost of such installation. Landlord shall be responsible for
    maintaining, as an Expense, elevator service and maintenance.

13. MAINTENANCE. Landlord shall maintain, in good condition, Common Areas,
    the structural parts of the Premises, which shall include only the
    foundations, bearing and exterior walls (excluding glass), subflooring and
    roof (excluding skylights), the unexposed electrical, plumbing and sewerage
    systems, including those portions of the systems lying outside the Premises,
    gutters and downspouts on the Building and the heating, ventilating and air
    conditioning system servicing the Premises; provided, however, the cost of
    all such maintenance shall be considered "Expenses" for purposes of Section
    4.c. Except as provided above, Tenant shall maintain and repair the Premises
    in good condition, including, without limitation, maintaining and repairing
    all walls, storefronts, floors, ceilings, interior and exterior doors,
    exterior and interior windows and fixtures and interior plumbing as well as
    damage caused by Tenant, its agents, employees or invitees. Upon expiration
    or termination of this Lease, Tenant shall surrender the Premises to
    Landlord in the same condition as existed at the commencement of the term,
    except for reasonable wear and tear or damage caused by fire or other
    casualty that is not Tenant's obligation under this Lease to repair.

14. ALTERATIONS. Tenant shall not make any alterations to the Premises, or to
    the Project, including any changes to the existing landscaping, without
    Landlord's prior written consent, provided that Landlord's consent shall not
    be required for alterations costing less than $5,000 that are not affixed to
    the Premises and do not affect building structure or building systems. If
    Landlord gives its consent to such alterations, Landlord may post notices in
    accordance with the laws of the state in which the premises are located. Any
    alterations made shall remain on and be surrendered with the Premises upon
    expiration or termination of this Lease, except that Landlord may, within 30
    days before or 30 days after expiration of the term, elect to require Tenant
    to remove any alterations which Tenant may have made to the Premises. Tenant
    may accompany a request for Landlord's consent to alterations with a request
    for Landlord's election whether such alterations are to be removed on
    termination of the Lease. If Tenant so requests, then Landlord shall notify
    Tenant at time of consent whether Landlord will require removal of the
    alterations. If Landlord elects under this Lease to require removal of
    alterations, then at its own cost Tenant shall restore the Premises to the
    condition designated by Landlord in its election, before the last day of the
    term or within 30 days after notice of its election is given, whichever is
    later.

    Should Landlord consent in writing to Tenant's alteration of the Premises,
    Tenant shall contract with a contractor approved by Landlord for the
    construction of such alterations, shall secure all appropriate governmental
    approvals and permits, and shall complete such alterations with due
    diligence in compliance with plans and specifications approved by Landlord.
    All such construction shall be performed in a manner which will not
    interfere with the quiet enjoyment of other tenants of the Project. Tenant
    shall pay all costs for such construction and shall keep the Premises and
    the Project free and clear of all mechanics' liens which may result from
    construction by Tenant.

15. RELEASE AND INDEMNITY.

    a. TENANT INDEMNITY. Except as otherwise provided in this section,
    Tenant shall indemnify, defend (using legal counsel acceptable to Landlord)
    and save Landlord harmless from all claims, suits, losses,

                                   12
<PAGE>

    damages, fines, penalties, liabilities and expenses (including Landlord's
    personnel and overhead costs and attorneys fees and other costs incurred in
    connection with claims, regardless of whether such claims involve
    litigation) resulting from any actual or alleged injury (including death) of
    any person or from any actual or alleged loss of or damage to, any property
    arising out of or in connection with (i) Tenant's occupation, use or
    improvement of the Premises, or that of its employees, agents or
    contractors, (ii) Tenant's breach of its obligations hereunder, or (iii) any
    act or omission of Tenant or any subtenant, licensee, assignee or
    concessionaire of Tenant, or of any officer, agent, employee, guest or
    invitee of Tenant, or of any such entity in the Premises. Tenant agrees that
    the foregoing indemnity specifically covers, actions brought by its own
    employees. This indemnity with respect to acts or omissions during the term
    of this Lease shall survive termination or expiration of this Lease. The
    foregoing indemnity is specifically and expressly intended to, constitute a
    waiver of Tenant's immunity under Washington's Industrial Insurance Act, RCW
    Title 51, to the extent necessary to provide Landlord with a full and
    complete indemnity from claims made by Tenant and its employees, to the
    extent of their negligence. Tenant shall promptly notify Landlord of
    casualties or accidents occurring in or about the Premises. LANDLORD AND
    TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF THIS SECTION 15
    WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM.

    b. Landlord Indemnity. Except as otherwise provided in this Section 15,
    Landlord shall indemnify, defend (using legal counsel acceptable to Tenant)
    and save Tenant harmless from all claims, suits, losses, damages, fines,
    penalties, liabilities and expenses (including Tenant's personnel and
    overhead costs and attorneys' fees and other costs incurred in connection
    with claims, regardless of whether such claims involve litigation) resulting
    from any actual or alleged injury (including death) of any person or from
    any actual or alleged loss of or damage to, any property arising out of or
    in connection with any act of Landlord on the Common Areas. Landlord agrees
    that the foregoing indemnity specifically covers actions brought by its own
    employees. This indemnity with respect to actions or omissions during the
    term of this Lease shall survive termination or expiration of this Lease.
    The foregoing indemnity is specifically and expressly intended to constitute
    a waiver of Landlord's immunity under Washington's Industrial Insurance Act,
    RCW Title 51, to the extent necessary to provide Tenant with a full and
    complete indemnity from claims made by Landlord and .its employees to the
    extent of their negligence. LANDLORD AND TENANT ACKNOWLEDGE THAT THE
    INDEMNIFICATION PROVISIONS OF SECTION 15 WERE SPECIFICALLY NEGOTIATED AND
    AGREED UPON BY THEM.

    c. Release. Notwithstanding any other provision of this Lease, Tenant hereby
    fully and completely waives and releases all claims against Landlord for any
    losses or other damages sustained by Tenant or any person claiming through
    Tenant resulting from any accident or occurrence in or upon the Premises,
    including but not limited to: any defect in or failure of Project equipment;
    any failure to make repairs; any defect, failure, surge in, or interruption
    of Project facilities or services; any defect in or failure of Common Areas;
    broken glass; water leakage; the collapse of any Building component; or any
    act, omission or negligence of co-tenants, licensees or any other persons or
    occupants of the Building, provided only that the release contained in this
    Section 15.c shall not apply to claims for actual damage to persons or
    property (excluding consequential damages such as lost profits) resulting
    directly from (i) Landlord's breach of its express obligations under this
    Lease which Landlord has not cured within a reasonable time after receipt of
    written notice of such breach from Tenant or (ii) Landlord's gross
    negligence or willful misconduct.

                                       13

<PAGE>

    d. Limitation on Indemnity. In compliance with RCW 4.24.115 as in effect on
    the date of this Lease, all provisions of this Lease pursuant to which
    Landlord or Tenant (the "Indemnitor") agrees to indemnify the other (the
    "Indemnitee") against liability for damages arising out of bodily injury to
    Persons or damage to property relative to the construction, alteration,
    repair, addition to, subtraction from, improvement to, or maintenance of,
    any building, road, or other structure, project, development, or improvement
    attached to real estate, including the Premises, (i) shall not apply to
    damages caused by or resulting from the sole negligence of the Indemnitee,
    its agents or employees, and (ii) to the extent caused by or resulting from
    the concurrent negligence of (a) the Indemnitee or the Indemnitee's agents
    or employees, and (b) the Indemnitor or the Indemnitor's agents or
    employees, shall apply only to the extent of the Indemnitor's negligence;
    PROVIDED, HOWEVER, the limitations on indemnity set forth in this Section
    shall automatically and without further act by either Landlord or Tenant be
    deemed amended so as to remove any of the restrictions contained in this
    Section no longer required by then applicable law.

    e. Definitions. As used in any Section establishing indemnity or release of
    Landlord, "Landlord" shall include Landlord, its partners, officers, agents,
    employees and contractors, and "Tenant" shall include Tenant and any person
    or entity claiming through Tenant.

16. INSURANCE. Tenant, at its cost, shall maintain public liability and
    property damage insurance and products liability insurance with a single
    combined liability limit of $1,000,000, insuring against all liability of
    Tenant and its representatives, employees, invitees, and agents arising out
    of or in connection with Tenant's use or occupancy of the Premises. Public
    liability insurance, products liability insurance and property damage
    insurance shall insure performance by Tenant of the indemnity provisions of
    Section 15. Landlord shall be named as additional insured and the policy
    shall contain cross-liability endorsements. On all its personal property, at
    its cost, Tenant shall maintain a policy of standard fire and extended
    coverage insurance with vandalism and malicious mischief endorsements and
    "all risk" coverage on all Tenant's improvements and alterations, including
    without limitation, all items of Tenant responsibility described in Section
    13 in or about the Premises, to the extent of at least 90% of their full
    replacement value. The proceeds from any such policy shall be used by Tenant
    for the replacement of personal property and the restoration of Tenant's
    improvements or alterations. All insurance required to be provided by Tenant
    under this Lease shall release Landlord from any claims for damage to
    business or to any person or the Premises and the Project, and to Tenant's
    fixtures, personal property, improvements and alterations in or on the
    Premises or the Project, caused by or resulting from risks insured against
    under any insurance policy carried by Tenant in force at the time of such
    damage. In addition, Tenant hereby independently releases Landlord from (and
    waives any rights of subrogation as to) any and all claims for damage to
    business or to any person or the Premises and the Project, and to Tenant's
    fixtures, personal property, improvements and alterations in or on the
    Premises or the Project, caused by or resulting from risks that would have
    been insured against under any insurance policy required by this Lease to be
    carried by Tenant, even if Tenant failed to so carry the required insurance.
    Landlord hereby releases Tenant from (and waives any rights of subrogation
    as to) any and all claims for damage to business or to any person or the
    Premises and the Project that would have been covered by a standard
    commercial fire and extended coverage insurance policy covering the Project.
    All

                                       14

<PAGE>

    insurance required to be provided by Tenant under this Lease: (a) shall be
    issued by Insurance companies authorized to do business in the state which
    the premises are located with a financial rating of at least an A+XII status
    as rated in the most recent edition of Best's Insurance Reports; (b) shall
    be issued as a primary policy; and (c) shall contain endorsement requiring
    at least 30 days prior written notice cancellation to Landlord and
    Landlord's lender, before cancellation or change in coverage, scope or
    amount of any policy. Tenant shall deliver a certificate or copy of such
    policy together with evidence of payment of all current premiums to Landlord
    within 30 days of execution of this Lease. Tenant's failure to provide
    evidence of such coverage to Landlord may, in Landlord's sole discretion,
    constitute a default under this Lease.

17. DESTRUCTION. If during the term, the Premises is more than 30% destroyed
    from any cause, or any portion of the Project is destroyed so as to
    substantially impair access to or use of the Premises, Landlord may, in its
    sole discretion, terminate this Lease by delivery of notice to Tenant within
    30 days of such event without compensation to Tenant. If in Landlord's
    estimation, the Premises cannot be restored within 180 days following such
    destruction, the Landlord shall notify Tenant and Tenant may terminate this
    Lease by delivery of notice to Landlord within 30 days of receipt of
    Landlord's notice. If neither Landlord nor Tenant terminates this Lease as
    provided above, then Landlord shall commence to restore the Premises in
    compliance with then existing laws and shall complete such restoration with
    due diligence. In such event, this Lease shall remain in full force and
    effect, but there shall be an abatement of Base Monthly Rent and Tenant's
    Share of Expenses between the date of destruction and the date of completion
    of restoration, based on the extent to which destruction interferes with
    Tenant's use of the Premises.

18. CONDEMNATION.

    a. Taking. If all of the Premises are taken by Eminent Domain, this Lease
    shall terminate as of the date Tenant is required to vacate the premises and
    all Base and Additional Rent 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 statutory authority, and any purchase or
    acquisition in lieu thereof, whether the damaging or taking is by government
    or any other person. If, in the reasonable judgment of Landlord, a taking of
    any part of the Premises by Eminent Domain, or a taking of part or all of
    the parking for the Project, renders the Premises or any remainder thereof
    unusable for the business of Tenant (or the cost of restoration of the
    Premises or the parking is not commercially reasonable), the Lease may, at
    the option of either party, be terminated by written notice given to the
    other party not more than thirty (30) days after Landlord gives Tenant
    written notice of the taking, and such termination shall be effective as of
    the date when Tenant is required to vacate the portion of the Premises so
    taken. If this Lease is so terminated, all Base and Additional Rent shall be
    paid to the date of termination. Whenever any portion of the Premises is
    taken by Eminent Domain and this Lease is not terminated, Landlord shall at
    its expense proceed with all reasonable dispatch to restore, to the extent
    of available proceeds and to the extent it is reasonably prudent to do so,
    the remainder of the Premises to the condition they were in immediately
    prior to such taking, and Tenant shall at its expense proceed with all
    reasonable dispatch to restore its personal property and all improvements
    made by it to the Premises to the same condition they were in immediately
    prior to such taking. The Base and Additional Rent payable hereunder shall
    be reduced from the date Tenant is required to partially Vacate the Premises
    in the same proportion that the Rentable Square Footage taken

                                       15

<PAGE>
    bears to the total Rentable Square Footage of the Premises prior to taking.

    b. AWARD. Landlord reserves all right to the entire damage award or payment
    for any taking by Eminent Domain, and Tenant waives all claim whatsoever
    against Landlord for damages for termination of its leasehold interest in
    the Premises or for interference with its business, provided only that
    Tenant shall be entitled to any award specifically allocated to a taking of
    Tenant's personal property. Tenant hereby grants and assigns to Landlord any
    right Tenant may now have or hereafter acquire to such damages and agrees to
    execute and deliver such further instruments of assignment 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 on account of any loss incurred by Tenant in moving Tenant's
    merchandise, furniture, trade fixtures and equipment, provided, however,
    that Tenant may claim such damages only if they are awarded separately in
    the eminent domain proceeding and not out of or as part of Landlord's
    damages.

    19. ASSIGNMENT OR SUBLEASE. Tenant shall not assign or encumber its interest
    in this Lease or the Premises or sublease all or any part of the Premises or
    allow any other person or entity (except Tenant's authorized
    representatives, employees, invitees, or guests) to occupy or use all or any
    part of the Premises without first obtaining Landlord's consent which
    Landlord may withhold or condition in its sole discretion, provided only
    that Landlord's consent shall not be withheld for an assignment or
    sublease in connection with a merger or acquisition where the surviving
    entity has a net worth immediately after the merger or acquisition equal to
    or greater than that of Tenant immediately prior to the merger or
    acquisition and the surviving entity will be carrying on the same business
    as Tenant was engaged in or is carrying on a business compatible with the
    other businesses in the Project and approved by Landlord, which approval
    shall not be unreasonably withheld. No assignment or sublease shall release
    Tenant from the obligation to perform all obligations under this Lease. Any
    assignment, encumbrance or sublease without Landlord's written consent shall
    be voidable and at Landlord's election, shall constitute a default. If
    Tenant is a partnership, a withdrawal or change, voluntary, involuntary or
    by operation of law of any partner, or the dissolution of the partnership,
    shall be deemed a voluntary assignment. If Tenant consists of more than one
    person, a purported assignment, voluntary or involuntary or by operation of
    law from one person to the other shall be deemed a voluntary assignment. If
    Tenant is a corporation, any dissolution, merger, consolidation or other
    reorganization of Tenant, or sale or other transfer of a controlling
    percentage of the capital stock of Tenant, or the sale of at least 25% of
    the value of the assets of Tenant shall be deemed a voluntary assignment,
    provided that Landlord's consent shall not be required for any public
    offering of securities. The phrase "controlling percentage" means ownership
    of and right to vote stock possessing at least 25% of the total combined
    voting power of all classes of Tenant's capital stock issued, outstanding
    and entitled to vote for election of directors. This Section 19 shall not
    apply to corporations the stock of which is traded through an exchange or
    over the counter. All rent received by Tenant from its subtenants in excess
    of the Rent payable by Tenant to Landlord under this Lease shall be paid to
    Landlord, or any sums to be paid by an assignee to Tenant in consideration
    of the assignment of this Lease shall be paid to Landlord. If Tenant
    requests Landlord to consent to a proposed assignment or subletting, Tenant
    shall pay to Landlord, whether or not consent is ultimately given, $100 or
    Landlord's reasonable attorney's fees incurred in connection with such
    request, whichever is greater.


                                       16
<PAGE>
    No interest of Tenant in this Lease shall be assignable by involuntary
    assignment through operation of law (including without limitation the
    transfer of this Lease by testacy or intestacy). Each of the following acts
    shall be considered an involuntary assignment: (a) if Tenant is becomes
    bankrupt or insolvent, makes an assignment for the benefit of creditors, or
    institutes proceedings under the Bankruptcy Act in which Tenant is the
    bankrupt; or if Tenant is a partnership or consists of more than one person
    or entity, if any partner of the partnership or other person or entity is or
    becomes bankrupt or insolvent, or makes an assignment for the benefit of
    creditors; or (b) if a writ of attachment or execution is levied on this
    Lease; or (c) if in any proceeding or action to which Tenant is a party, a
    receiver is appointed with authority to take possession of the Premises. An
    involuntary assignment shall constitute a default by Tenant and Landlord
    shall have the right to elect to terminate this Lease, in which case this
    Lease shall not be treated as an asset of Tenant.

20. DEFAULT. The occurrence of any of the following shall constitute a default
    by Tenant: (a) a failure to pay Rent or other charge when due provided that
    Landlord shall not exercise any of its rights under this Section 20(a) until
    Landlord has given Tenant notice of such default and Tenant has failed to
    pay such rent or other charge within three (3) days of the effective date of
    such notice; (b) abandonment and vacation of the Premises (failure to occupy
    and operate the Premises for ten consecutive days while in default under
    this Lease shall be conclusively deemed an abandonment and vacation); or (c)
    failure to perform any other provision of this Lease, provided that Landlord
    shall not exercise any of its rights under this Section 20(c) until Landlord
    has given Tenant notice of such default and Tenant has failed to cure such
    default and provided further that if more than thirty (30) days are required
    to complete such performance, Landlord shall not exercise any of its rights
    if Tenant commences to cure such default within the thirty (30) day period
    and thereafter diligently pursues such cure completion. The notice required
    by this Section is intended to satisfy any and all notice requirements
    imposed by law on Landlord and is not in addition to any such requirement.

21. LANDLORD'S REMEDIES. Landlord shall have the following remedies if Tenant
    is in default. (These remedies are not exclusive; they are cumulative and in
    addition to any remedies now or later allowed by law): Landlord may
    terminate Tenant's right to possession of the Premises at any time. No act
    by Landlord other than giving notice to Tenant shall terminate this Lease.
    Acts of maintenance, efforts to relet the Premises, or the appointment of a
    receiver on Landlord's initiative to protect Landlord's interest under this
    Lease shall not constitute a termination of Tenant's right to possession.
    Upon termination of Tenant's right to possession, Landlord has the right to
    recover from Tenant: (1) the worth of the unpaid Rent that had been earned
    at the time of termination of Tenant's right to possession; (2) the worth of
    the amount of the unpaid Rent that would have been earned after the date of
    termination of Tenant's right to possession; (3) any other amount, including
    but not limited to, expenses incurred to relet the Premises, court, attorney
    and collection costs, necessary to compensate Landlord for all detriment
    caused by Tenant's default. "The Worth," as used for Item (1) in this
    Paragraph 21 is to be computed by allowing interest at the rate of 18
    percent per annum. If the interest rate specified in this Lease is higher
    than the rate permitted by law, the interest rate is hereby decreased to the
    maximum legal interest rate permitted by law. "The Worth" as used for Item
    (2) in this Paragraph 21 is to be computed by discounting the amount at the
    discount rate of the Federal Reserve Bank of San Francisco at the time of
    termination of

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<PAGE>

    Tenant's right of possession. Landlord shall use reasonable business
    practices to mitigate any damages resulting from Tenant's breach.

22. ENTRY ON PREMISES. Landlord and its authorized representatives shall have
    the right to enter the Premises at all reasonable times on reasonable notice
    (except in an emergency, when no notice shall be required) for any of the
    following purposes: (a) to determine whether the Premises are in good
    condition and whether Tenant is complying with its obligations under this
    Lease; (b) to do any necessary maintenance and to make any restoration to
    the Premises or the Project that Landlord has the right or obligation to
    perform; (c) to post "for sale" signs at any time during the term, to post
    "for rent" or "for lease" signs during the last 90 days of the term, or
    during any period while Tenant is in default; (d) to show the Premises to
    prospective lenders, brokers, agents, or buyers at any time during the term;
    (e) to show the Premises to prospective lessees during the last 120 days of
    the term, or during any period while Tenant is in default; or (f) to repair,
    maintain or improve the Project and to erect scaffolding and protective
    barricades around and about the Premises but not so as to prevent entry to
    the Premises and to do any other act or thing necessary for the safety or
    preservation of the Premises or the Project. Landlord shall not be liable in
    any manner for any inconvenience, disturbance, loss of business, nuisance or
    other damage arising out of Landlord's entry onto the Premises as provided
    in this Section 22. Tenant shall not be entitled to an abatement or
    reduction of Rent if Landlord exercises any rights reserved in this Section
    22, provided only that if any such entry renders all or part of the Premises
    unusable for more than five (5) days, then rent shall abate as to the
    portion rendered unusable until the Premises or the affected portion are
    returned to usable condition. Landlord shall conduct its activities on the
    Premises as provided herein in a commercially reasonable manner so as to
    limit inconvenience, annoyance or disturbance to Tenant to the maximum
    extent practicable. Landlord shall at all times have and retain a key with
    which to unlock all the doors in, upon and about the Premises, excluding
    Tenant's vaults and safes, provided that Tenant and Landlord shall consult
    in good faith over the establishment of Tenant's security systems and
    "secure" areas, and Landlord shall use reasonable best efforts to respect
    such systems and areas. Tenant shall not alter any lock or install a new or
    additional security system or lock or bolt on any door of the Premises
    without prior written consent of Landlord. If Landlord gives its consent,
    Tenant shall furnish Landlord with a key for any such lock or the code for
    any such system.

23. SUBORDINATION. This Lease shall be automatically subordinate to all of
    Landlord's mortgages or deeds of trust which heretofore and hereafter affect
    the Premises or Building to any sale and leaseback to any and all advances
    made or to be made thereunder, to the interest on the obligations secured
    thereby, and to all renewals, modifications, consolidations, replacements or
    extensions thereof. This subordination shall be self operative, and no
    further instrument of subordination shall be necessary to effect such
    subordination, provided that so long as Tenant is not in default hereunder
    beyond the applicable Section 20 cure period, Tenant shall, have continued
    enjoyment of the Premises free from any disturbance or interruption by
    reason of any foreclosure of Lender's deed of trust or mortgage;
    nevertheless, Tenant shall execute such additional instrument of
    subordination as may be required by any Lender if such instrument of
    subordination shall provide that so long as Tenant is not in default
    hereunder beyond the applicable Section 20 cure period, Tenant shall have
    continued enjoyment of the Premises free from any disturbance or
    interruption by reason of any foreclosure of Lender's deed of trust or
    mortgage. In the event of sale or foreclosure of any such mortgage or

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    deed of trust, or exercise of the power of sale thereunder, or in the event
    of a transfer in lieu of foreclosure, Tenant shall attorn to the purchaser
    (or transferee) of the Building at such foreclosure or sale and recognize
    such purchaser (or transferee) as Landlord under this Lease if so requested
    by such purchaser (or transferee). Such attornment shall be self operative
    and no further instruments need be executed to effect such attornment. If
    any Lender elects to have this Lease superior to its mortgage or deed of
    trust and gives notice of its election to Tenant, then this Lease shall
    thereupon become superior to the lien of such mortgage or deed of trust,
    whether this Lease is dated or recorded before or after the mortgage or deed
    of trust.

    Tenant, within ten business days from notice from Landlord, shall execute
    and deliver to Landlord, in recordable form, certificates stating that this
    Lease is not in default, is unmodified and in full force and effect, or in
    full force and effect as modified, and stating the modifications. This
    certificate should also state the amount of current monthly Rent, the dates
    to which Rent has been paid in advance, and the amount of any security
    deposit and any unapplied Lease Consideration. Failure to deliver this
    certificate to Landlord within ten days shall be conclusive upon Tenant that
    this Lease is in full force and effect and has not been modified except as
    may be represented by Landlord.

24. NOTICE. Any notice, demand or request required hereunder shall be given
    in writing to the party's facsimile number or address set forth in Section 1
    hereof by any of the following means: (a) personal service; (b) electronic
    communication, whether by telex, telegram or facsimile; (c) overnight
    courier; or (d) registered or certified, first class mail, return receipt
    requested. Such addresses may be changed by notice to the other parties
    given in the same manner as above provided. Any notice, demand or request
    sent pursuant to either subsection (a) or (b) hereof shall be deemed
    received upon such personal service or upon dispatch by electronic means
    with electronic confirmation of receipt. Any notice, demand or request sent
    pursuant to subsection (c) hereof shall be deemed received on the business
    day immediately following deposit with the overnight courier and, if sent
    pursuant to subsection (d), shall be deemed received forty-eight (48) hours
    following deposit in the U.S. mail.

25. WAIVER. No delay or omission in the exercise of any right or remedy by
    Landlord shall impair such right or remedy or be construed as a waiver. No
    act or conduct of Landlord, including without limitation, acceptance of the
    keys to the Premises, shall constitute an acceptance of the surrender of the
    Premises by Tenant before the expiration of the term. Only written notice
    from Landlord to Tenant shall constitute acceptance of the surrender of the
    Premises and accomplish termination of the Lease. Landlord's consent to or
    approval of any act by Tenant requiring Landlord's consent or approval shall
    not be deemed to waive or render unnecessary Landlord's consent to or
    approval of any subsequent act by Tenant. Any waiver by Landlord of any
    default must be in writing and shall not be a waiver of any other default
    concerning the same or any other provision of the Lease. TENANT SPECIFICALLY
    ACKNOWLEDGES AND AGREES THAT, WHERE TENANT HAS RECEIVED A NOTICE TO CURE
    DEFAULT (WHETHER RENT OR NON-RENT), NO ACCEPTANCE BY LANDLORD OF RENT
    (EXCEPT WHERE SUCH RENT CURES THE DEFAULT IN ITS ENTIRETY) SHALL BE DEEMED A
    WAIVER OF SUCH NOTICE, AND, INCLUDING BUT WITHOUT LIMITATION, NO ACCEPTANCE
    BY LANDLORD OF PARTIAL RENT SHALL BE DEEMED TO WAIVE OR CURE ANY RENT
    DEFAULT. LANDLORD MAY, IN ITS DISCRETION, AFTER RECEIPT OF PARTIAL PAYMENT
    OF RENT, REFUND SAME AND CONTINUE ANY PENDING ACTION TO COLLECT THE FULL
    AMOUNT DUE, OR MAY MODIFY ITS DEMAND TO THE UNPAID PORTION. IN EITHER EVENT
    THE DEFAULT SHALL BE

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<PAGE>

    DEEMED UNCURED UNTIL THE FULL AMOUNT IS PAID IN GOOD FUNDS OR A NON-RENT
    DEFAULT IS FULLY CURED.

26. SURRENDER OF PREMISES; HOLDING OVER. Upon expiration of the term, Tenant
    shall surrender to Landlord the Premises and all Tenant improvements and
    alterations in good condition, except for ordinary wear and tear,
    alterations Tenant has the right or is obligated to remove under the
    provisions of Section 14 herein, and damage caused by fire or other casualty
    that is not Tenant's obligation under this Lease to repair. Tenant shall
    remove all personal property including, without limitation, all wallpaper,
    paneling and other decorative improvements or fixtures and shall perform all
    restoration made necessary by the removal of any alterations or Tenant's
    personal property before the expiration of the term, including for example,
    restoring all wall surfaces to their condition prior to the commencement of
    this Lease. Landlord can elect to retain or dispose of in any manner
    Tenant's personal property not removed from the Premises by Tenant prior to
    the expiration of the term. Tenant waives all claims against Landlord for
    any damage to Tenant resulting from Landlord's retention or disposition of
    Tenant's personal property. Tenant shall be liable to Landlord for
    Landlord's cost for storage, removal or disposal of Tenant's personal
    property.

    If Tenant, with Landlord's consent, remains in possession of the Premises
    after expiration or termination of the term, or after the date in any notice
    given by Landlord to Tenant terminating this Lease, such possession by
    Tenant shall be deemed to be a month-to-month tenancy terminable as provided
    under Washington law, by either party. All provisions of this Lease, except
    those pertaining to term and Rent, shall apply to the month- to-month
    tenancy. During any holdover term, Tenant shall pay Base Monthly Rent in an
    amount equal to 125% of Base Monthly Rent for the last full calendar month
    during the regular term plus 100% of Tenant's share of Expenses pursuant to
    Section 4.c.3.

27. LIMITATION OF LIABILITY. In consideration of the benefits accruing
    hereunder, Tenant agrees that, in the event of any actual or alleged
    failure, breach or default of this Lease by Landlord, if Landlord is a
    partnership:

    a. The sole and exclusive remedy shall be against the partnership
    its partnership assets;

    b. No partner of Landlord shall be sued or named as a party in any suit or
    action;

    c. No service of process shall be made against any partner of Landlord;

    d. No partner of Landlord shall be required to answer or otherwise plead to
    any service or process;

    e. No judgment may be taken against any partner of Landlord;

    f. Any judgment taken against any partner of Landlord shall be vacated and
    set aside at any time without hearing;

    g. No writ of execution will ever be levied against the assets of any
    partner of Landlord;

    h. These covenants and agreements are enforceable both by Landlord and also
    by any partner of Landlord.

                                   20


<PAGE>

    Tenant agrees that each of the foregoing provisions shall be applicable to
    any covenant or agreement either expressly contained in this Lease or
    imposed by statute or at common law.

28. BUILDING PLANNING. [intentionally deleted]

29. MISCELLANEOUS PROVISIONS.

    a. TIME OF ESSENCE. Time is of the essence of each provision of this lease.

    b. SUCCESSOR. This Lease shall be binding on and inure to the benefit of the
    parties and their successors, except as provided in Section 19 herein.

    c. LANDLORD'S CONSENT. Any consent required by Landlord under this Lease
    shall not be effective unless and until granted in writing. Except with
    respect to assignment or subletting or modification of the Permitted Use, no
    consent by Landlord shall be unreasonably withheld or delayed and any
    discretionary judgments of Landlord (as in allocation of costs) must be a
    reasonable exercise of discretion. No consent of Tenant required hereunder
    shall be unreasonably withheld or delayed.

    d. COMMISSIONS. Each party represents that it has not had dealings with any
    real estate broker, finder or other person with respect to this Lease in any
    manner, except for the broker identified in Section 1, who shall be
    compensated by Landlord. Landlord and Tenant recognize that it is possible
    that they may hereafter make additional agreements regarding further
    extension or renewal of this Lease or a new lease or leases for all or one
    or more parts of the Premises or other space in the Project for a term or
    terms commencing after the Commencement Date of this Lease. Landlord and
    Tenant recognize that it is also possible that they may hereafter modify
    this Lease to add additional space or to substitute space as part of the
    Premises. If any such additional agreements, new leases or modifications to
    this Lease are made, Landlord shall not have any obligation to pay any
    compensation to any real estate broker or to any other third person engaged
    by Tenant to render services to Tenant in connection with negotiating such
    matters, regardless of whether under the circumstances such person is or is
    not regarded by the law as an agent of Landlord.

    e. OTHER CHARGES. If either party commences any litigation against the other
    party or files an appeal of a decision arising out of or in connection with
    the Lease, the prevailing party shall be entitled to recover from the other
    party reasonable attorney's fees and costs of suit. If Landlord employs a
    collection agency to recover delinquent charges, Tenant agrees to pay all
    collection agency and attorneys' fees charged to Landlord in addition to
    Rent, late charges, interest and other sums payable under this Lease. Tenant
    shall pay a charge of $75 to Landlord for preparation of a demand for
    delinquent Rent.

    f. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with
    the "Rules and Regulations", a copy of which is attached hereto, and all
    reasonable and nondiscriminatory modifications thereof and additions thereto
    from time to time put into effect by Landlord. Landlord shall not be
    responsible to Tenant for the violation or non-performance by any other
    tenant or occupant of the building or Project of said tenant or occupant's
    lease or of any of said Rules and Regulations.

                                       21

<PAGE>

    g. LANDLORD'S SUCCESSORS. In the event of a sale or conveyance by Landlord
    of the Project, where the buyer or transferee assumes the liabilities of
    Landlord hereunder, the transfer shall operate to release Landlord from any
    liability under this Lease accruing after the date of transfer, and in such
    event Landlord's successor in interest shall be solely responsible for all
    obligations of Landlord under this Lease thereafter. If Landlord transfers
    its interest in this Lease without transferring to its successor its
    interest in the Escrow Account established pursuant to Section 5 and Exhibit
    E, then Landlord shall indemnify and hold Tenant harmless from any claim by
    such successor landlord that it is entitled to any disbursements from the
    Escrow Account.

    h. INTERPRETATION. This Lease shall be construed and interpreted in
    accordance with the laws of the state in which the premises are located.
    This Lease constitutes the entire agreement between the parties with respect
    to the Premises and the Project, except for such guarantees or modifications
    as may be executed in writing by the parties from time to time. When
    required by the context of this Lease, the singular shall include the
    plural, and the masculine shall include the feminine and/or neuter. "Party"
    shall mean Landlord or Tenant. If more than one person or entity constitutes
    Landlord or Tenant, the obligations imposed upon that party shall be joint
    and several. The enforceability, invalidity or illegality of any provision
    shall not render the other provisions unenforceable, invalid or illegal.

30. RENEWAL OPTION

    a. GRANT OF OPTION. Tenant is granted the right to extend the term of this
    Lease beyond the expiration date of the initial Lease Term for one (1)
    consecutive term of sixty (60) months (the "Extended Term"). If Tenant has
    defaulted in its obligations under this Lease, and failed to cure such
    defaults within any applicable cure period, then Tenant's right to extend
    this Lease for the Extended Term shall automatically terminate. Tenant's
    extension rights shall apply to all of the Premises under lease to Tenant on
    the last day of the preceding term. Tenant's right to extend the term of
    this Lease shall be personal and may not be exercised by any assignee or
    sublessee (except an assignee or sublessee as to whom Landlord's consent may
    not be withheld under the terms of Section 19).

    b. LANDLORD'S ESTIMATE OF FAIR MARKET RENT. If Tenant so requests in writing
    at any time after the forty-eighth (48th) monthly anniversary of the
    Commencement Date, Landlord shall, within thirty (30) days of the request,
    provide Tenant with a market study or rent comparison analysis prepared by
    Landlord or by an established and experienced broker or appraiser, setting
    forth an analysis of the Fair Market Rent for the Premises, together with
    the underlying date on which such analysis is based. If Tenant wishes to
    exercise Tenant's option to extend the Lease Term, then Tenant shall give
    Landlord notice of such exercise not later than the fifty-second (52nd)
    monthly anniversary of the Commencement Date, and in such notice shall elect
    to have rent established pursuant to either subsection (c) below (CPI
    Formula Adjustment) or subsection (d) below (Fair, Market Rent). From and
    after the commencement of the Extended Term, all of the terms, covenants,
    and conditions of the Lease shall continue in full force and effect as
    written, except that Base Monthly Rent for the Extended Term shall be
    established pursuant to subsection (c) or d) below, as elected by Tenant.

    c. RENTAL RATE/CPI FORMULA ADJUSTMENT. If Tenant so elects in writing at the
    time of exercising its right to extend the Lease Term, the Base Monthly Rent
    for the Extended Term shall be adjusted (the "CPI Adjustment

                                       22

<PAGE>


    Formula") based upon the increase in the Consumer Price Index, all Urban
    Consumers, for the Seattle/Tacoma SMSA, published by the United States
    Department of Labor, Bureau of Labor Statistics ("Index"), as follows. In
    each computation, the "Beginning Index shall be the Index which is in effect
    ninety (90) days prior to the Base Date and the "Extension Index" shall be
    the Index that is in effect ninety (90) days prior to the date of rent
    increase. For the first thirty-six (36) months of the Extended Term, rent
    shall be set using a Base Date of the first day of the thirty-seventh (37th)
    month of the initial Lease Term; on the first day of the thirty- seventh
    (37) month of the Extended Term, there shall be an additional adjustment, in
    which the Base Date shall be the first day of the Extended Term. For the
    first thirty-six (36) months of the Extended Term, Base Monthly Rent shall
    be increased to equal the product achieved by multiplying (i) Base Monthly
    Rent due with respect to the thirty-seventh (37th) month of the initial
    Lease Term plus sixteen cents ($0.16) times the Rentable Square Footage of
    the Occupiable Mezzanine Space and plus seventy cents ($0.70) times the
    Rentable Square Footage of Improved Mezzanine Space by (ii) a fraction, the
    numerator of which is the Extension Index applicable to such adjustment and
    the denominator of which is the Beginning Index applicable to such
    adjustment. For the remaining twenty-four (24) months of the Extended Term,
    Base Monthly Rent shall be increased to equal the product achieved by
    multiplying the Base Monthly Rent due with respect to the first month of the
    Extended Term by a fraction, the numerator of which is the Extension Index
    applicable to such adjustment and the denominator of which is the Beginning
    Index applicable to such adjustment. If, at any time, the method of
    computing the Index is changed from that in effect when the Beginning Index
    was established, then the Beginning Index and all Extension Indexes shall be
    converted in accordance with the conversion factor published by the United
    States Department of Labor, Bureau of Labor Statistics. If during the Term,
    the Index is (a) discontinued or (b) revised without such a Conversion
    Factor being so published, such other government index or computation with
    which it is replaced shall be used in order to obtain substantially the same
    result as would be obtained if the Index had not been discontinued or
    revised.

    d. FAIR MARKET RENT.

    (i) DEFINITION/ESTIMATE. If Tenant does not elect the CPI Adjustment.
    Formula, the Base Monthly Rent for the applicable Extended Term shall be
    equal to ninety-five percent (95%) of the market rate for a sixty (60) month
    term for comparably improved and located space in comparable buildings in
    the Willows/Marymoor High-Tech/Office Park Market with comparable pass
    throughs (the undiscounted rate being referred to herein as the "Fair Market
    Rent"), provided that (i) Fair Market Rent of the Premises shall be valued
    exclusive of improvements constructed by Tenant pursuant to Section 14, to
    the extent such improvements have increased the rental value of the Premises
    from that existing immediately prior to the improvement, and (ii) in no
    event shall the Base Monthly Rent set pursuant to this Section 30 (d) be
    less than the Base Monthly Rent (which does not include any Additional Rent
    pursuant to Section 33) for the last month of the initial Lease term.
    Landlord's initial estimate of Fair Market Rent shall be deemed the market
    study set forth in subsection (b) above, or if Landlord has not previously
    provided such estimate, then Landlord shall provide such an estimate within
    thirty (30) days of Tenant's notice of election to extend. If Tenant
    disagrees with such estimate, it shall advise Landlord in writing thereof
    before thirty (30) days after the later of (i) Tenant's notice of election
    to extend (if Landlord's estimate had previously been provided) or (ii)

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<PAGE>

    Tenant's receipt of Landlord's estimate. If there is a disagreement on such
    estimation, the parties shall promptly meet to attempt to resolve their
    differences. If the differences as to Fair Market Rent are not resolved
    within thirty (30) days after Tenant's notice of disagreement, then the
    parties shall submit the matter to arbitration in accordance with the terms
    of Section 30(d) (ii) so that Fair Market Rent is determined no later than
    the first day of the Extended Term.

    (ii) ARBITRATION. If the parties are unable to reach agreement on Fair
    Market Rent during the period specified in Paragraph (i) of this Section
    30(d), then within ten (10) days thereafter either party may advise the
    other in writing of the name and address of its arbitrator. The arbitrator
    shall be qualified as a real estate appraiser familiar with rental rates in
    the Willows/Marymoor High-Tech Office Park Market who would qualify as an
    expert witness. Within ten (10) days after receipt of such notice from the
    initiating party (the "Instigator") designating its arbitrator, the other
    party (the "Recipient") shall give notice to Instigator, specifying the name
    and address of the person designated by Recipient to act as arbitrator on
    its behalf who shall be similarly qualified. If Recipient fails to notify
    Instigator of the appointment of its arbitrator, within or by the time above
    specified, then the arbitrator appointed by Instigator shall be the
    arbitrator or determine the issue. The duty of the arbitrator(s) shall be to
    determine the Fair Market Rent based solely on rental rates for comparably
    improved and located space in comparable buildings in the Willows/Marymoor
    High Tech Office Park Market. If the two (2) arbitrators are so chosen the
    arbitrators so chosen shall meet within ten (10) days after the second
    arbitrator is appointed and, if within ten (10) days after such first
    meeting the two arbitrators shall be unable to agree promptly upon a
    determination of Fair Market Rent, they, themselves, shall appoint a third
    arbitrator, who shall be a competent and impartial person with
    qualifications similar to those required of the first two arbitrators. If
    they are unable to agree upon such appointment within five (5) days after
    expiration of said ten (10) day period, the third arbitrator shall be
    selected by the parties themselves, if they can agree thereon, within a
    further period of ten (10) days. If the parties do not so agree, then either
    party, on behalf of both, may request appointment of such a qualified person
    by the then presiding judge of King County Superior Court acting in his
    private non-judicial capacity, and the other party shall not raise any
    question as to such Judge's full power and jurisdiction to entertain the
    application for and make the appointment, and the parties agree to indemnify
    and hold the presiding judge fully and completely harmless from and against
    all claims arising out of the presiding judge's appointment of an
    arbitrator. The three (3) arbitrators shall decide the dispute, if it has
    not been previously resolved, by following the procedure set forth in this
    Section 30. Where the issue cannot be resolved by agreement between the two
    arbitrators selected by Landlord and Tenant or settlement between the
    parties during the course of arbitration, the issue shall be resolved by the
    three arbitrators in accordance with the following procedure. The arbitrator
    selected by each of the parties shall state in writing his determination of
    the Fair Market Rent supported by the reasons therefor with counterpart
    copies to each party. The arbitrators shall arrange for a simultaneous
    exchange of such proposed resolutions. The role of the third arbitrator
    shall be to select which of the two proposed resolutions most closely
    approximates his determination of Fair Market Rent. The third arbitrator
    shall have no right to propose a middle ground or

                                       24
<PAGE>
    any modification of either of the two proposed resolutions. The resolution
    he chooses as most closely approximating his determination shall constitute
    the decision of the arbitrators and be final and binding upon the parties.
    In the event of a failure, refusal or inability of any arbitrator to act,
    his successor shall be appointed by him, but in the case of the third
    arbitrator, his successor shall be appointed in the same manner as provided
    for appointment of the third arbitrator. The arbitrators shall attempt to
    decide the issue within ten (10) days after the appointment of the third
    arbitrator. Any decision in which the arbitrator appointed by Landlord and
    the arbitrator appointed by Tenant concur shall be binding and conclusive
    upon the parties. Each party shall pay the fee and expenses of its
    respective arbitrator and both shall share equally the fee and expenses of
    the third arbitrator, if any, and the attorneys' fees and expenses of
    counsel for the respective parties and of witnesses shall be paid by the
    respective party engaging such counsel or calling such witnesses. The
    arbitrators shall have the right to consult experts and competent
    authorities with factual information or evidence pertaining to a
    determination of Fair Market Rent, but any such consultation shall be made
    in the presence of both parties with full right on their part to
    cross-examine. The arbitrators shall render their decision and award in
    writing with counterpart copies to each party. The arbitrators shall have no
    power to modify the provisions of this Lease. Time is of the essence in this
    Section 30.

31. RIGHT OF FIRST OPPORTUNITY. Landlord hereby grants Tenant the Right of
    First Opportunity ("Right of First Opportunity") on all leasable space in
    Building H of WestPark (the "RFO Space"), subordinate to any other pre-
    existing Building H Tenants' rights as of the date of mutual execution of
    this Lease (as of September 14, 1994, there were no such rights except a
    renewal option for Kemco on 8275 154th, a renewal option for A.B. Dick on
    8279 154th, and a right of first opportunity for A.B. Dick on 8275 154th and
    on 8280 154th (the later being 702 Rentable Square Feet) ; Tenant must check
    as of date of execution whether intervening rights have been created). This
    Right of First Opportunity shall remain in effect until the RFO Space has
    been leased by Tenant or a third party, at which time this Right of First
    Opportunity shall terminate and be of no force and effect.

    a. The Right of First Opportunity shall be subject to the following terms
    and conditions:

       (1) Landlord shall provide Tenant with a written notice at such time
       as Landlord submits a lease proposal and completed space plan to a
       third party to lease all or a portion of the RFO Space.

       (2) Tenant shall have until the end of the fifth (5th) business day
       after receipt of such notice within which to elect to take all of the
       RFO Space identified in Landlord's notice, which election shall be in
       writing, and received by Landlord within said five (5) business day
       period.

       (3) Failure of tenant to elect to take all of the RFO Space
       identified in Landlord's notice within the five (5) business day
       period in the manner set forth above shall be conclusively deemed a
       waiver of that right to lease all or any part of the RFO Space.

       (4) Tenant's exercise of a Right of First Opportunity is conditioned
       on Tenant having not ever been in default under this Lease beyond any

                                       25

<PAGE>

       applicable cure period and being in occupancy of the Premises: (a) on the
       date Tenant elects in writing to exercise the Right of First Opportunity
       and (b) on the date Tenant occupies the RFO Space.

    b. If the Right of First Opportunity is exercised at the time and in the
    manner as set forth above, Tenant shall take the RFO Space under all of the
    terms and conditions of this Lease (except that there shall be no
    Construction Allowance) and other provisions (including Tenant's Share)
    shall automatically be amended to include the RFO Space, except that the
    Base Monthly Rent for the RFO Space shall be at the lesser of (i) Landlord's
    market rate for similarly improved space in the Project or (ii) a rate
    equal to Fifty-Five Cents ($0.55) per Rentable Square Foot per month for
    warehouse space and One Dollar Ten Cents ($1.10) per Rentable Square Foot
    per month for office space, each amount increased by the increase in the
    Index (as defined in Section 30) between the date ninety (90) days prior to
    the Commencement Date and the date ninety (90) days prior to the date the
    RFO space is added to the Premises.

    Notwithstanding any other provision of this Section 31, Landlord shall be
    entitled to renew the leases of existing Building H without having such
    renewals subject to this Right of First Opportunity.

32. SIGNAGE. Tenant shall be allowed to install building signage at both the
    approximate center of the building and on the East (154th Avenue N.E.) side
    of Building H, provided that Tenant complies with Landlord's Signage
    Regulations and obtains all necessary governmental permits and approvals.

33. MEZZANINE.

    a. OCCUPATION OF UNIMPROVED SPACE/ADDITIONAL RENT. The Premises includes
    approximately 4,574 Rentable Square Feet of shell Mezzanine Space that will
    not be improved as of the Commencement Date. Tenant may, at any time during
    the initial Lease Term, in its discretion, declare all or any portion of the
    unimproved Mezzanine Space "Occupiable" for storage or other uses permitted
    under applicable codes. Once Tenant has declared all or any portion of the
    improved Mezzanine Space Occupiable, it shall remain Occupiable for the
    remaining term of this Lease and any extensions, provided that upon
    improvement of such space pursuant to subsection 33(b), such space shall
    become Improved Mezzanine Space. Tenant shall pay Additional Rent on any
    Occupiable Mezzanine Space at the rate of ten cents ($0.10) per Rentable
    Square Foot during the initial Thirty-Six (36) Months of the Lease Term, and
    at the rate of sixteen cents ($0.16) per Rentable Square Foot for the
    balance of the initial Lease Term.

    b. IMPROVEMENT OF MEZZANINE SPACE/ADDITIONAL RENT. Tenant shall be entitled
    to improve all or any portion of the Mezzanine Space with improvements and
    alterations reasonably approved by Landlord, utilizing a contractor
    reasonably approved by Landlord. Upon request by Tenant, Landlord shall
    reimburse Tenant for the actual out-of-pocket costs of such improvements,
    not to exceed a total reimbursement of thirty dollars ($30.00) per Rentable
    Square Foot of Mezzanine Space so improved (the "Mezzanine Allowance") ,
    provided that (i) Tenant shall be entitled to utilize the Mezzanine
    Allowance only if Tenant has not been in default under any material term of
    this Lease more than twice in any twelve (12) month period, (ii) the
    Mezzanine Allowance shall be paid in one lump sum payment upon substantial
    completion of the improvements to the Mezzanine Space and release of any
    contractor's lien claims thereto, (iii) such improvements shall be
    substantially complete not later than the end of the thirty-fourth (34th)
    month of the initial Lease Term, (iv) upon payment of the Mezzanine
    Allowance, the improved space shall become Improved

                                   26

<PAGE>

    Mezzanine Space, and (v) beginning with the first payment of Base Monthly
    Rent coming due after payment of the Mezzanine Allowance, Tenant shall pay
    Additional Rent on the Improved Mezzanine Space in the amount necessary to
    amortize the Mezzanine Allowance actually paid by Landlord, with interest at
    ten percent (10%) per annum from date of payment, the amortization to be in
    equal monthly installments over the remaining months of the initial Lease
    Term. The Additional Rent specified in the preceding sentence shall be in
    lieu of any Additional Rent due under subsection (a) above.

Landlord: TEACHERS INSURANCE & ANNUITY ASSOCIATION
          ----------------------------------------

          By   Mark J. Wood
               -----------------------------------
          Its  Mark J. Wood
               Assistant Secretary


Tenant:  NEOPATH, INC.
         -----------------------------------------

         By  Alan C. Nelson
         ----------------------------------------
             Alan C.Nelson
        Its  President


                                       27

<PAGE>

STATE OF                 NEW YORK )
                                  ) ss.
COUNTY OF                NEW YORK )

    I certify that I know or have satisfactory evidence that Mark J. Wood is the
person who appeared before me, to be known to be the Assisant Secretary of
Teachers Insurance & Annuity Association, and said person acknowledged that
he signed this instrument, on oath stated that he was authorized to execute
the instrument and acknowledged it as the said instrument to be the free and
voluntary act of such party for the uses and purposes mentioned in the
instrument.

                                             Dated:  November 28, 1994
                                                   -----------------------------

                                             Robert D. Loverro
                                             -----------------------------------
                                             (Signature)


                                             Robert D. Loverro
                                             -----------------------------------
                                             (Print Name)


                                             Notary Public in and for the
                                             State of New York, residing
                                             at ________________________________

                                             My Commission Expires _____________


                                                      ROBERT D. LOVERRO
                                                  NOTARY PUBLIC, STATE OF N.Y.
                                                        NO. 01LO5018561
                                                      QUALIFIED IN NASSAU
                                                    COMM. EXPIRES 10/04/95




STATE OF WASHINGTON      )
                         ) SS.
COUNTY OF King           )

(Signature)


    I certify that I know or have satisfactory evidence that Alan Nelson is the
person who appeared before me, and said person acknowledged that (he/she)
signed this instrument, on oath stated that (he/she) was authorized to
execute the instrument and acknowledged it as the President of NeoPath, Inc. to
be the free and voluntary act of such party for the uses and purposes mentioned
in the instrument.

                                                Dated:     11/29/94
                                                      --------------------------

                                                Judith A. Christiansen
                                                --------------------------------
                                                (Signature)

                                                Judith A. Christiensen
                                                --------------------------------
                                                (Print Name)

                                                Notary Public, in and for the
                                                State of Washington, residing
                                                at Seattle WA
                                                My Commission Expires 1/31/96

                                       28

<PAGE>


                                  SCHEDULE "A"

Amounts to be paid to T.I.A.A., due on the first (lst) day of each
designated month of the term of the Lease. Escrow Agent will be instructed
by T.I.A.A. and NeoPath (jointly in writing), at least one (1) month prior
to commencement of the Lease term, as to the first month of the Lease term
and the date of the first payment.

                    AMOUNT TO BE                  REQUIRED
  MONTHS            DISTRIBUTED                   BALANCE

    1                 $18,684                    $217,277
    6                  11,837                     205,440
   11                  25,680                     179,760
   12                  25,680                     154,080
   18                  25,680                     128,400
   23                  25,680                     102,720
   24                  25,680                      77,040
   30                  25,680                      51,360
   35                  25,680                      25,680
   36                  25,680                       -0-


                                       29

<PAGE>

                                   EXHIBIT A



                                 (The Premises)


                                       30
<PAGE>

                                  EXHIBIT A-1


                                 (The Premises)


                                       31


<PAGE>

                                   EXHIBIT B


                                 (The Project)



Cross hatched area denotes Project.


154TH AVE.

SAMMAMISH RIVER

LEGAL DESCRIPTION (Building H)

Lot 3 of City Redmond Short Plat No. SS-85-11,
recorded under Recording Number 8512260700,
said Short Plat being a subdivision of the
east half of the southwest quarter of Section
2, Township 25 north, Range 5 east, W.M., in
King County, Washington.

                                       32

<PAGE>

                                    EXHIBIT C

                             (Tenant Sign Criteria)

                                    WESTPARK

The following signage criteria has been established for the purpose of
allowing sufficient business identification for businesses locating within
WestPark. The criteria has also been established to provide maximum
continuity with the environment and an architectural integration with the
project. The signage guidelines are in accordance with the Redmond Community
Development Code, Section 20c.20.230.

I. In accordance with the previously established and adopted sign program for
   WestPark, the following specifications outline more specifically the nature
   of the intended signage.

   A. Ground Monument

      1. A ground monument may be located at the two locations along the
         southeast corner of the property. The monument shall be designed to
         identify the project only.

      2. The monument shall be a double sided, seamless, monolithic monument
         with metal faced letters permanently laminated to concrete structure.
         The dimensions of the sign are 43" high, 168" long and 8" wide. The
         graphics will be placed 18" from the top of the face.

      3. The sign will have a concrete base 32" deep, 8" high and 192" long.
         The re-bar will be cast in concrete base.

      4. Monument sign color scheme to correspond with the building and be
         approved by the City of Redmond.

B. Building Signage

      1. Tenants' names will be limited to the upper facade of the individual
         tenant space. First-floor-only tenants shall locate signage over main
         entry doors where possible. Tenants on the second floor and
         2-story tenants shall locate signage on the panel designated by
         Landlord.

      2. The letters for each tenant shall be 12" maximum, dimensional foam
         letters painted of a color approved by the Landlord. The letters will
         be mounted with adhesive directly to the building surface. Maximum
         sign coverage will not exceed 25 square feet. Tenant signage may
         contain more than one row of information provided that the total sign
         area of 25 square feet is not exceeded and the number of rows of
         information presents a professional appearance.

      3. Logos for each tenant will be allowed and shall be included within the
         25 square feet allowed within item 2 of this section. Maximum size is
         limited to 24" high.

II.  Additional Signage

     A. No additional exterior signage shall be granted on the face of the
        structure.

III. Approval of Tenant Signage for Building

     A. With the submittal of each set of construction drawings for tenant
        improvements, a request for approval to add the tenant's name to the
        building shall be made.

     B. If no tenant improvements are required, tenant shall submit copy of
        signage layout to Landlord for final approval prior to subnfitting to
        City for permit process.

                                       33

<PAGE>

                                    EXHIBIT D

                              (Premises Condition)

BLDG/UNIT: H/8271


                              QUANTITY AND/OR SIZE
                              HEIGHT, LENGTH, ETC.

ITEM:

____ STANDARD IMPROVEMENTS ONLY

 XX  STANDARD IMPROVEMENTS PLUS THOSE SHOWN BELOW
----

PARTITIONS:

CEILINGS:

DOORS:

FLOOR COVERING:

PLUMBING:

LIGHTS:

SWITCHES:

WALL ELECTRICAL OUTLETS:

TELEPHONE OUTLETS:

AIR CONDITIONING OR VENT FAN:

AIR CONDITIONING HOOK UP:

WATER HEATER:

PAINTING:

OTHER: See space plan dated September 12, 1994 by Robert S. Miller & Associates
       attached as Exhibit A and Exhibit A-1.

                                       34


<PAGE>

                            FIRST AMENDMENT TO LEASE
                                   Date Change


That certain Lease dated October 1, 1994, by and between Teachers Insurance &
Annuity Association, a New York corporation, Landlord, and NeoPath, Inc., a
Washington corporation, Tenant, for the premises located at 8271 154th Avenue
N.E., Redmond, WA 98052, Building H, Unit 8271, is amended this 16th day of
February 1995, solely as hereinafter described by substituting the clauses below
in place of the like number clauses in the Lease.

1.       TERM OF LEASE:    Commencement:    January 5, 1995

         Expiration:       December 31, 1999 Number of Months 60.


All other terms and conditions of said Lease shall remain in full force and
effect.


IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the
date first written above.


Landlord:                  Teachers Insurance & Annuity Association

                           By:/s/James Garofalo
                              --------------------------------
                              James Garofalo

                           Its:Assistant Secretary
                               -------------------------------




Tenant:                    NeoPath, Inc.

                           By:/s/Alan C. Nelson
                              --------------------------------
                              Alan C. Nelson

                           Its:President
                               -------------------------------






<PAGE>


STATE OF          New York         )
                                   )        ss.
COUNTY OF         Nassau           )


         I certify that I know or have satisfactory evidence that James Garofalo
is the person who appeared before me, and said person acknowledged that he
signed this instrument, on oath stated that he was authorized to execute the
instrument and acknowledged it as the Assistant Secretary of Teachers Insurance
& Annuity Association to be the free and voluntary act of such party for the
uses and purposes mentioned in the instrument.


                                   Dated:                2/28/96
                                          --------------------------------------


                                   /s/Maryanne Mazzone
                                   ---------------------------------------------
                                   (Signature)


                                   Maryanne Mazzone
                                   ---------------------------------------------
                                   (Print Name)
                                   (Notary Public, in and for the State of N.Y.,
                                   residing at Lynbrook
                                   My Commission Expires:        11-23-96
                                                          ----------------------


STATE OF          Washington       )
                                   )        ss.
COUNTY OF         King             )


         I certify that I know or have satisfactory evidence that Alan C. Nelson
is the person who appeared before me, and said person acknowledged that he/she
signed this instrument, on oath stated that he/she was authorized to execute the
instrument and acknowledged it as the President of NeoPath, Inc. to be the free
and voluntary act of such party for the uses and purposes mentioned in the
instrument.


                                   Dated:                2-21-95
                                          --------------------------------------


                                   /s/Tanya M. Davis
                                   ---------------------------------------------
                                   (Signature)


                                   Tanya M. Davis
                                   ---------------------------------------------
                                   (Print Name)
                                   (Notary Public, in and for the State of W.A.,
                                   residing at Seattle
                                   My Commission Expires:         1-6-99
                                                          ----------------------



<PAGE>
                           SECOND AMENDMENT TO LEASE

     This SECOND AMENDMENT TO LEASE (this "Second Amendment") is made this 21st
day of November, 1995 by and between TEACHERS INSURANCE & ANNUITY ASSOCIATION
("Landlord") and NEOPATH, INC. ("Tenant").

                                    RECITALS

Landlord and Tenant are landlord and tenant under that certain lease dated
October 1, 1994 (the "Lease") for space in Building H, WestPark, Redmond,
Washington (the "Initial Premises").

     Landlord and Tenant wish to provide for the amendment of the Lease to
provide tenant improvement allowances and to add to the Premises by adding
thereto the following spaces:

     a. The space shown on Exhibit A in vertical shading (the "789 Space") and
consisting of an agreed 789 Rentable Square Feet;

     b. The Space shown on Exhibit A in horizontal shading (the "Kemco Office
Space") and consisting of an agreed 2,760 Rentable Square Feet;

     c. The space shown on Exhibit A in diagonal shading (the "Kemco Warehouse
Space") and consisting of an agreed 2,872 Rentable Square Feet; and

     d. A new mezzanine to be constructed in the Kemco Warehouse Space (the
"Kemco Mezzanine") consisting of an agreed 2,872 Rentable Square Feet;

     The 789 Space, the Kemco Office Space, the Kemco Warehouse Space, and the
New Kemco Mezzanine are referred to herein collectively as the "Second Amendment
Spaces"). The legal description of the Project and Building in which the Second
Amendment Spaces are located is attached hereto as Exhibit B.

                                   AGREEMENT

     Now, therefore, for good and valuable consideration, the parties hereto
agree as follows:

     1. ADDITION OF 789 SPACE. On the Amendment Effective Date, the 789 Space
shall be deemed added to the Premises, Tenant's Share of Expenses shall be
increased to reflect the addition of the 789 Space, and the Base Monthly Rent
otherwise due under the Lease shall be increased for every remaining month of
the initial Lease Term by the following amounts: $395 from the Amendment
Effective Date through May 31, 1996; $1,097 (including the prior increase) from
June 1, 1996 through December 31, 1997; and by $1,155 (including the prior
increases) from January 1, 1998 through the end of the initial Lease term.

     2. ADDITION OF KEMCO OFFICE SPACE. On the Amendment Effective Date, the
Kemco Office Space shall be deemed added to the Premises, Tenant's Share of
Expenses shall be increased to reflect the addition of the Kemco Office Space,
and the Base Monthly Rent otherwise due under the Lease shall be increased for
every remaining month of the initial Lease Term by the following amounts: $2,760
from the Amendment Effective Date through December 31, 1997; and by $2,906
(including the prior increase) from January 1, 1998 through the end of the
initial Lease term.

     3. ADDITION OF KEMCO WAREHOUSE SPACE. On the Amendment Effective Date, the
Kemco Warehouse Space shall be deemed added to the Premises, Tenant's Share of
Expenses shall be increased to reflect the addition of the Kemco Warehouse
Space, and the Base Monthly Rent otherwise due under the Lease shall be
increased for every remaining month of the initial Lease Term by the following
amounts: $1,436 from the Amendment Effective Date through May 31, 1996; by
$2,714 (including the prior increase) from June 1, 1996 through July 31, 1996;
by $3,992 (including the prior increases) August 1, 1996 through December 31,
1997; and by $4,204 (including the prior increases) from January 1, 1998
through the end of the initial Lease term.


                                       1
<PAGE>
     4. ADDITION OF THE KEMCO MEZZANINE. As provided in Section 6 below, Tenant
has agreed to construct the Kemco Mezzanine in the Kemco Warehouse Space.
Regardless of the completion of such construction, on June 1, 1996 (the "Kemco
Mezzanine Effective Date") the Kemco Mezzanine shall be deemed added to the
Premises, and the deemed rentable square footage of both the Premises and the
Project and Tenant's Share of Expenses shall be adjusted to reflect the addition
of the Kemco Mezzanine Space, and the Base Monthly Rent otherwise due under the
Lease for every remaining month of the initial Lease Term shall be increased by
$4,132.

     5. CALCULATION OF LEASE SECTION 30 FORMULAE. For purposes of calculating
the CPI Adjustment Formula pursuant to Section 30.c of the Lease, the Base
Monthly Rent for the thirty-seventh (37th) month of the initial Lease Term,
accounting for the addition of the Second Amendment Spaces, shall be deemed to
be the Base Monthly Rent that would have been due under the Lease absent this
Second Amendment plus $11,337. For the purposes of calculating the "Base Monthly
Rent for the last month of the initial Lease Term" that is the minimum Base
Monthly Rent pursuant to Section 30.d of the Lease, the Base Monthly Rent for
the last month of the initial Lease Term, accounting for the addition of the
Second Amendment Spaces, shall be deemed to be the Base Monthly Rent that would
have been due under the Lease absent this Second Amendment plus $11,337.

     6. IMPROVEMENTS TO THE SECOND AMENDMENT SPACES. Landlord shall deliver the
Second Amendment Spaces to Tenant broom clean but otherwise "as is" and
unimproved except such improvements as may exist on the date of full execution
of this Lease (and subject to Kemco's right to remove its furniture, fixtures
and equipment). Landlord shall make up to One Hundred Ninety-Eight Thousand Four
Hundred Ninety Dollars ($198,490) (the "Second Amendment Tenant Improvement
Allowance") available to Tenant to reimburse Tenant for actual out-of-pocket
costs of designing, permitting, coordinating and constructing tenant
improvements to the Second Amendment Spaces pursuant to plans reasonably
approved by Landlord. Tenant agrees that the improvements to the Second
Amendment Spaces shall include construction of the Kemco Mezzanine to a level
suitable for general office use. Landlord shall pay the Second Amendment Spaces
Tenant Improvement Allowance to Tenant in two (2) equal installments payable
June 1, 1996 and August 1, 1996, provided that Tenant shall, prior to each such
date, submit to Landlord invoices showing actual out-of-pocket expenditures by
Tenant at least equal to the total amounts being drawn.

     7. CONTINGENCY. This Second Amendment is contingent on Landlord obtaining
from Kemeo a fully executed lease satisfactory to Landlord in its discretion
allowing relocation of Kemco out of the Kemco Office Space and Kemco Warehouse
Space. If this contingency is not satisfied on or before December 1, 1995, then
this Second Amendment shall be deemed null and void, and neither party shall
have any further right against the other with respect thereto.

     8. AMENDMENT EFFECTIVE DATE. As used herein, the "Amendment Effective Date"
shall mean the later of January 1, 1996 or the date Landlord delivers possession
of both the Kemco Office Space and the Kemco Warehouse Space, provided that
Landlord shall deliver possession of both the Kemco Office Space and the Kemco
Warehouse Space not later than February 1, 1996.

     9. NO OTHER AMENDMENT. Except as provided in this Second Amendment, the
Lease is and remains unamended and in full force and effect.


                                       2
<PAGE>

                                        LANDLORD:

                                        TEACHERS INSURANCE & ANNUITY
                                        ASSOCIATION

                                        By:
                                           ---------------------------------
                                             James Garofalo

                                        Its:
                                            --------------------------------
                                              Assistant Secretary


                                        TENANT:

                                        NEOPATH, INC.

                                        By: /s/ Alan Nelson
                                           ---------------------------------
                                             Alan Nelson

                                        Its: President
                                            --------------------------------

STATE OF ______________)
                       )ss.
COUNTY OF _____________)


     I certify that I know or have satisfactory evidence that James Garofalo
signed this instrument, on oath stated that he was authorized to execute the
instrument and acknowledged it in his capacity as Assistant Secretary of
TEACHERS INSURANCE & ANNUITY ASSOCIATION to be the free and voluntary act of
such party for the uses and purposes mentioned in the instrument.

     Dated this ___________ day of __________________, 1995.

                                        ----------------------------------
                                        (Signature)

                                        ----------------------------------
                                        (Print Name)
                                        Notary Public, in and for the State
                                        of ______, residing at ____________
                                        My Commission Expires _____________

STATE OF WASHINGTON )
                    ) ss.
COUNTY OF KING      )


     I certify that I know or have satisfactory evidence that Alan Nelson
signed this instrument, on oath stated that he was authorized to execute the
instrument and acknowledged it in his capacity as President of NEOPATH, INC. to
be the free and voluntary act of such party for the uses and purposes mentioned
in the instrument.

     Dated this 6th day of December, 1995

                                        /s/ Shawn E. Kennedy
                                        ----------------------------------
                                        (Signature)

                                        Shawn E. Kennedy
                                        ----------------------------------
                                        (Print Name)
                                        Notary Public, in and for the State
                                        of Washington, residing at Monroe
                                        My Commission Expires 11-20-96



                                       3
<PAGE>

                                   EXHIBIT A


                             [FIRST FLOOR PLAN MAP]


                                                            FIRST FLOOR PLAN
                                                           --------------------
                                                            WESTPARK BUILDING H
<PAGE>
                THIRD AMENDMENT TO LEASE ADDITION OF SQUARE FEET

     Teachers Insurance and Annuity Association, a New York corporation,
Landlord and Neopath, Inc., a Washington corporation Tenant, being parties to
that certain Lease dated October 1, 1997 for premises located at 8271 154th
avenue NE, Redmond, WA 98052 Building H, Units 8271 is amended this 6th day of
November, 1997 solely as hereinafter described.

     Effective the 15th day of May, 1998, the portions of the Lease below shall
be amended as follows:
<TABLE>
<CAPTION>

1.   b. TENANT:                 Neopath, Inc., a Washington Corporation
     Address (Leased Premises): 8271 154th Avenue NE, Redmond WA 98052
                                and 8210 154th Avenue NE, Redmond WA 98052
     Building/Units:            H/8271, and K/8210
     Address (For Notices):     8271 154th Avenue NE, Redmond WA 98052
<S>  <C>                 <C>                   <C>           <C>

                         Building H                          Building K
                         8271 154th Avenue NE                8210 154th Avenue NE
                         Redmond WA 98052                    Redmond WA 98052
     e. PREMISES AREA:   39,064 rentable sq. ft.             30,000 rentable sq. ft.
     f. PROJECT AREA:    42,172 rentable sq. ft.             52,153 rentable sq. ft.
     g. TERM OF LEASE:   Commencement: January 15, 1995      Commencement: May 15, 1998
                         Expiration: December 31, 1999       Expiration: December 31, 1999
     h. BASE MONTHLY     Effective Dates      Base Monthly   Effective Dates  Base Monthly
        RENT:                                 Rent                            Rent

                         1st Month            $0.00          5/15/98 through
                         2nd through 5th      $11,837.00     12/31/99         $24,900.00
                         6th                  $0.00
                         7th through 10th     $25,680.00
                         11th through 12th    $0.00
                         13th through 17th    $30,271.00
                         18th month           $10,703.00
                         19th month           $36,383.00
                         20th through 22nd    $37,661.00
                         23rd through 24th    $11,981.00
                         25th through 29th    $37,661.00
                         3Oth month           $11,981.00
                         31st through 34th    $37,661.00
                         35th through 36th    $11,981.00
                         37th through 60th    $39,441.00

2.   a. PREMISES: Landlord leases to Tenant the additional expansion premises as
     shown on Exhibit A-l, (the "Expansion Premises"). Landlord reserves the
     right to modify Tenant's percentage of the Project as set forth in
     Section 1 if the Project size is increased through the development of
     additional property. By entry on the Premises, Tenant acknowledges that it
     has examined the Premises and accepts the Premises in their present
     condition, subject to any additional work Landlord has agreed to do.
     </TABLE>

All other terms and conditions of the above described Lease shall remain in full
force and effect.

Landlord: Teachers Insurance & Annuity Association

      By: /s/ James Garofalo
         ---------------------------------------------
          James Garofalo
      Its: Assistant Secretary


Tenant:   Neopath, Inc. a Washington corporation

      By: /s/ William Scott
         ---------------------------------------------
          William Scott
     Its: VP-CFO

<PAGE>

STATE OF New York   )
                    )ss.
COUNTY OF New York  )

     I certify that I know or have satisfactory evidence that James Garofalo is
the person who appeared before me, and said person acknowledged that he/she
signed this instrument, on oath stated that he/she was authorized to execute the
instrument and acknowledge it as the Assistant Secretary of Teachers Insurance &
Annuity Association to be the free and voluntary act of such party for the uses
and purposes mentioned in the instrument.

     Dated: December 22, 1997

                                             /s/ Gladys Bolella
                                             ------------------------------
                                             (Signature)

                                                    GLADYS BOLELLA
                                              Notary Public, State of N.Y.
                                                   No. 01 B04922705
                                                Qualified in Rich County
                                               Commission Expires 3/14/98
                                             ------------------------------
                                             (Print Name)
                                             Notary Public, in and for the State
                                             of Washington, residing at ________
                                             My Commission Expires _____________


STATE OF WASHINGTON )
                    )ss.
COUNTY OF KING      )

I certify that I know or have satisfactory evidence that William Scott is the
person who appeared before me, and said person acknowledged that he/she signed
this instrument, on oath stated that he/she was authorized to execute the
instrument and acknowledge it as the Chief Financial Officer of Neopath, Inc. to
be the free and voluntary act of such party for the uses and purposes mentioned
in the instrument.

     Dated: November 20, 1997

     [NOTARY OF JUDITH E. SIME]

                                             /s/ Judith E. Sime
                                             ------------------------------
                                             (Signature)

                                             Judith E. Sime
                                             ------------------------------
                                             (Print Name)
                                             Notary Public, in and for the State
                                             of Washington, residing at
                                             8271 - 154th Avenue
                                             Redmond, WA
                                             My Commission Expires 2-24-99
<PAGE>

                                  EXHIBIT A-1

                            (The Expansion Premises)


                           [WESTPARK BUILDING K PLAN]


[8214]    [8210]

[8220]    [8218]    [8216]    [8210]

WESTPARK BUILDING K
<PAGE>

                           FOURTH AMENDMENT TO LEASE
                            ADDITION OF SQUARE FEET

TIAA Realty Inc., a Delaware corporation, as successor to Teachers Insurance and
Annuity Association, Landlord and Neopath, Inc., A Washington Corporation
Tenant, being parties to that certain Lease dated October 1, 1994 for premises
located at 8271 154th Avenue NE, Redmond, WA 98052 Building H, Units 8271 is
amended this 15th day of October, 1998 solely as hereinafter described.

     Effective the 1st day of February, 1999, the portions of the Lease below
shall be amended as follows:

1.  b. TENANT: Neopath, Inc., A Washington Corporation
       Address (Leased Premises):  8271 154th Avenue NE, Redmond, WA 98052
                                   & 8210 154th Avenue NE, Redmond, WA 98052
                                   & 8279 154th Avenue NE, Redmond, WA 98052
       Building/Units: H/8271, K/8210, and H/8279
       Address (For Notices): 8271 154th Avenue NE, Redmond, WA 98052

                      Building H                 Building K
                      8271 & 8279 154th Ave NE   8210 154th Ave NE
                      Redmond, WA 98052          Redmond, WA 98052
    e. PREMISES AREA: 42,172 Rentable Sq. Ft.    30,000 Rentable Sq. Ft.

    f. PROJECT AREA:  42,172 Rentable Sq. Ft.    52,153 Rentable Sq. Ft.

    g. TERM OF LEASE: Commencement 1/15/95       Commencement: 5/15/98
                      Expiration: 12/31/99       Expiration: 12/31/99

    h. BASE MONTHLY RENT:
                              Base Monthly                      Base Monthly
          Effective Date      Rent           Effective Date     Rent

          1st month           $0.00          5/15/98 through
          2nd through 5th     $11,837.00     12/31/99           $24,900.00
          6th month           $0.00
          7th through 10th    $25,680.00
         11th through 12th    $0.00
         13th through 17th    $30,271.00
         18th month           $10,703.00
         19th month           $36,383.00
         20th through 22nd    $37,661.00
         23rd through 24th    $11,981.00
         25th through 29th    $37,661.00
         30th month           $11,981.00
         31st through 34th    $37,661.00
         35th through 36th    $11,981.00
         37th through 49th    $39,441.00
         50th through 60th    $42,829.00


2.  a. PREMISES: Landlord leases to Tenant the additional expansion
    premises as shown on Exhibit A-1, (the "Expansion Premises").
    Landlord reserves the right to modify Tenant's percentage of the
    Project as set forth in Section 1 if the Project size is increased
    through the development of additional property. By entry on the
    Premises, Tenant acknowledges that it has examined the Premises
    and accepts the Premises in their present condition, subject to
    any additional work Landlord has agreed to do.


All other terms and conditions of the above described Lease shall remain in
full force and effect.


<PAGE>
Landlord:        TIAA REALTY INC., a Delaware corporation
           By:   Teachers Insurance and Annuity Association
                 of America, a New York Corporation, its
                 authorized represents.

           By:   /s/ James Garofalo
                 -------------------------------------------
                 James Garofalo

           Its:  Assistant Secretary
                 -------------------------------------------


Tenant:   Neopath, Inc. a Washington corporation

           By:    /s/ David H. Robison
                  ------------------------------------------
                  David H. Robison

           Its:   Vice President Operations
                  ------------------------------------------
<PAGE>
                                  EXHIBIT A-1



                            (The Expansion Premises)

<PAGE>
                            FIFTH AMENDMENT TO LEASE

       THIS FIFTH AMENDMENT TO LEASE (the "Fifth Amendment") is made as of this
29th of September, 1999 between NEOPATH, INC., a Washington corporation,
("Tenant") and TIAA REALTY, INC., a Delaware corporation, as successor to
Teachers Insurance and Annuity Association ("Landlord").

                                    RECITALS

       A. Landlord and Tenant are parties to that certain Lease dated October
1994, as amended by First Amendment to Lease, Second Amendment to Lease, Third
Amendment to Lease, Fourth Amendment to Lease (collectively, the "Lease") for
lease of certain premises commonly known as Building H and Building K, WestPark
in Redmond, Washington, as more particularly described in the Lease.

       B. The parties wish to amend certain provisions of the Lease as more
particularly provided herein.

        NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:

       1. INSURANCE. Section 16 of the Lease is hereby amended to require that
the single combined liability limit to be provided by Tenant Shall be increased
from $1,000,000 to $2,000,000, effective as of October 1, 1999.

       2. MEZZANINE IMPROVEMENT PAYMENTS. Landlord and Tenant agree that
Landlord constructed certain improvements to the Mezzanine Space as defined
in Section 33 of the Lease, and that as of the date of this Fifth Amendment
Tenant owes Landlord the amount of $126,780 as reimbursement for the costs of
such improvements (the "Mezzanine Reimbursement"), together with accrued and
unpaid interest on the Mezzanine Reimbursement in the amount of $27,923.90
("Interest"). No later than the end of business on October 1, 1999, Tenant shall
pay to Landlord the full amount of the Interest. Section 33 of the Lease is
hereby amended to provide that commencing October 1, 1999, and continuing on the
first day of each month thereafter, until paid in full, as Additional Rent,
Tenant shall pay to Landlord the Mezzanine Reimbursement, amortized over a
twelve month period at the rate of 12% per annum, in the amount of $11,264.25
per month. A failure of Tenant to pay the monthly amount of the Mezzanine
Reimbursement as Additional Rent shall be a default under the Lease.

       3. EXTENDED TERM OF THE LEASE: Tenant has exercised its option to extend
the term of the Lease an additional 60 months, and the Extended Term shall
commence on January 1, 2000, and shall terminate on December 31, 2004.


                                       1
<PAGE>


       4. RENT ADJUSTMENT. During the Extended Term, Base Monthly Rent shall be
adjusted as provided in Section 30(c) of the Lease, on the first and thirty
seventh month of the Extended Term, modified as follows. The fourth sentence of
Section 30(c) of the Lease is hereby deleted in its entirety, and the following
is substituted:

       For the first thirty-six (36) months of the Extended Term, Base Monthly
Rent shall be increased to equal the product achieved by multiplying Base
Monthly Rent due with respect to the thirty-seventh (37th) month of the initial
Lease Term by a fraction, the numerator of which is the Extension Index
applicable to such adjustment and the denominator of which is the Beginning
Index applicable to such adjustment.

       5. RATIFICATION. Except as expressly modified by this Fifth Amendment,
all other terms, covenants and conditions of the Lease shall remain in full
force and effect and are hereby ratified by the parties.

LANDLORD:

TIAA REALTY, INC., a Delaware corporation
By: Teachers Insurance and Annuity Association
    of America, a New York corporation
    Its: Authorized Representative

     By: /s/ James Garofalo
         ---------------------------------------
         James Garofalo
         Its: Assistant Secretary
         Date:

TENANT:

NEOPATH, INC., a Washington
corporation

     By: /s/ David H. Robison
         ---------------------------------------
         David H. Robison
         Its: Vice President, Operations


                                       2
<PAGE>


STATE OF NEW YORK              )
                               ) ss
COUNTY OF NEW YORK             )

     I certify that I know or have satisfactory evidence that James Garofalo is
the person who appeared before me, and said person acknowledged that he signed
this instrument, on oath stated that he was authorized to execute the instrument
and acknowledge it as the Assistant Secretary of Teachers Insurance & Annuity
Association to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument.

       Dated: October 19, 1999

                                           /s/ Marian Useloff
                                           -------------------------------------
                                           (Signature)

                                           Marian Useloff
                                           -------------------------------------
                                           (Printed Name)
                                           Notary Public in and for the State of
                                           New York, residing at NY Co.
                                           My commission expires 3/30/00.


STATE OF WASH.         ) ss
COUNTY OF KING         )

     I certify that I know or have satisfactory evidence that David Robison is
the person who appeared before me, and said person acknowledged that he signed
this instrument, on oath stated that he was authorized to execute the instrument
and acknowledge it as the Vice President of Neopath, Inc. to be the free and
voluntary act of such party for the uses and purposes mentioned in the
instrument.

Dated: 9-30-99


                                            /s/ Susan W. Lubash
                                            ------------------------------------
                                            (Signature)

                                            Susan W. Lubash
                                            ------------------------------------
                                            (Printed Name)

                                            Notary Public in and for the State
                                            of WASH., residing at Redmond.
                                            My commission expires 3-29-01.



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