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                                                                   Exhibit 10.34

Standard Form of OFFICE BUILDING LEASE Developed by PORTLAND METROPOLITAN
ASSOCIATION OF BUILDING OWNERS AND MANAGERS


                                      OFFICE LEASE

[LOGO] DOUG BEAN & ASSOCIATES INC/REALTORS

          This lease, made and entered into at Portland, Oregon, this 28th day
          of September 2001 by and between



          LANDLORD:     Resilient Floor Covering Pension Fund

          And

          TENANT:       Integrated Information Systems, Inc.



Landlord hereby leases to Tenant the following, Suite 200, Suite 130 and a
portion of Suite 110 (the Premises)



In Macadarn Place, 6915 SW Macadarn Avenue (the Building)

at Portland, Oregon, containing approximately 15,981 rentable square feet as
shown on the attached floor plan, calculated using a load factor of 3.1% on the
second (2/nd/) floor and 11.97% on the first (1/st/)floor.

Tenant's Proportion Share for purposes of Section 19 shall be 46.67%.

This lease is for a term commencing September 1, 2001 and continuing through
August 31, 2005 at a Monthly Base Rental as

follows: 2/1/01 - 1/31/02;     $35,634.50/month
         2/1/02 - 1/31/03;     $35,275.09/month
         2/1/03 - 1/31/04;     $36,186.29/month
         2/1/04 - 1/31/05;     $36,367.92/month
         2/1/05 - 1/31/06;     $36,813.63/month
         2/1/06 - 6/31/06;     $38,229.78/month


 Rent is payable in advance on the 1ST day of each month commencing September 1,
 2001.
 Landlord and Tenant covenant and agree as follows;
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1.1 Delivery of Possession.
    Tentant is in possession of the Premises.

2.1 Rent Payment.
    Tenant shall pay the Monthly Base Rent for the Premises and any additional
    rent provided herein without deduction or offset. Rent for any partial
    month during the lease term shall be prorated to reflect the number of days
    during the month that Tenant occupies the Premises. Additional rent means
    amounts determined under Section 19 of this Lease and any other sums
    payable by Tenant to Landlord under this Lease. Rent not paid when due
    shall bear interest at the rate of one-and-one-half percent per month until
    paid. Landlord may at his option impose a late charge of $.05 for each $1
    of rent for rent payments made more than 10 days late in lieu of interest
    for the first month of delinquency, without waiving any other remedies
    available for default. Failure to impose a late charge shall not be a
    waiver of Landlord's rights hereunder.

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3.1  Lease Consideration.

     Upon execution of the lease Tenant has paid the Base Rent for the first
     full month of the lease term for which rent is payable and in addition has
     paid the sum of $38,229.76 as lease consideration. Landlord may apply the
     lease consideration to pay the cost of performing any obligation which
     Tenant fails to perform within the time required by this lease, but such
     application by Landlord shall not be the exclusive remedy for Tenant's
     default. If the lease consideration is applied by Landlord, Tenant shall on
     demand pay the sum necessary to replenish the lease consideration to its
     original amount. To the extent not applied by Landlord to cure defaults by
     Tenant, the lease consideration shall be applied against the rent payable
     for the last month of the term. The lease consideration shall not be
     refundable.

4.1  Use.

     Tenant shall use the Premises as business for general office and for no
     other purpose without Landlord's written consent. In connection with its
     use, Tenant shall at it's expense promptly comply and cause the Premises to
     comply with all applicable laws, ordinances, rules and regulations of any
     public authority and shall not annoy, obstruct, or interfere with the
     rights of other tenants of the Building. Tenant shall create no nuisance
     nor allow any objectionable fumes, noise, or vibrations to be emitted from
     the Premises. Tenant shall not conduct any activities that will increase
     Landlord's Insurance rates for any portion of the Building or that will in
     any manner degrade or damage the reputation of the Building.

4.1a Compliance with Laws.

     Landlord warrants that to the best of its knowledge at the time of
     occupancy under the master lease, that the premises were compliant with the
     then existing laws, ordinances, and rules, including, but not limited to,
     the American With Disabilities Act (ADA) and regulations of governmental
     authorities.

4.2  Equipment.

     Tenant shall install in the Premises only such office equipment as is
     customary for general office use and shall not overload the floors or
     electrical circuits of the Premises or Building or alter the plumbing or
     wiring of the Premises or Building. Landlord must approve in advance the
     location of and manner of installing any wiring or electrical, heat
     generating or communication equipment or exceptionally heavy articles. All
     telecommunications equipment, conduit, cables and wiring, additional
     dedicated circuits and any additional air conditioning required because of
     heat generating equipment or special lighting installed by Tenant shall be
     installed and operated at Tenant's expense. Landlord shall have no
     obligation to permit the installation of equipment by any
     telecommunications provider whose equipment is not then servicing the
     Building.

4.3  Signs.

     No signs, awnings, antennas, or other apparatus shall be painted on or
     attached to the Building or anything placed on any glass or woodwork of the
     Premises or positioned so as to be visible form outside the Premises
     without Landlord's written approval as to design, size, location, and
     color. All signs installed by Tenant shall comply with Landlord's standards
     for sighs and all applicable codes and all signs and sign hardware shall be
     removed upon termination of this lease with the sign location restored to
     its former state unless Landlord elects to retain all or any portion
     thereof.

5.1  Utilities and Services.

     Landlord will furnish water and electricity to the Building at all times
     and will furnish heat and air conditioning (if the Building is air
     conditioned), at building standard levels, during the normal Building
     hours as established by Landlord. Janitorial service will be provided in
     accordance with the regular schedule of the Building, which schedule and
     service may change from time to time. Tenant shall comply with all
     government laws or regulations regarding the use or reduction of use of
     utilities on the Premises. Interruption of services or utilities shall not
     be deemed an eviction or disturbance of Tenant's use and possession of the
     Premises, render Landlord liable to Tenant for damages, or relieve Tenant
     from performance of Tenant's obligations under this lease. Landlord shall
     take all reasonable steps to correct any interruptions in service caused
     by defects in utility systems within Landlord's reasonable control.
     Electrical service furnished will be 110 volts unless different service
     already exists in the Premises. Tenant shall provide its own surge
     protection for power furnished to the Premises. Landlord shall have the
     exclusive right to choose the utility service providers to the Premises and
     may change providers at its discretion. Tenant shall cooperate with
     Landlord and the utility service providers at all times as reasonable
     necessary, and shall allow Landlord and utility service providers,
     reasonable access to the pipes, lines, feeders, risers, wiring, and any
     other machinery within the Premises. Tenant shall not contract or engage
     any other utility provider without prior written approval of Landlord,
     which approval Landlord may withhold or condition in Landlord's discretion.

5.1a Twenty-four Hour Access.

     Tenant's employees, agents and invitees shall have access to the premises
     24 hours a day, seven days a week during non-business hours. Landlord may
     restrict access in the event of an emergency or by requiring persons to
     show a badge or identification card issued by Landlord. Landlord shall not
     be liable for denying entry to any person unable to show the proper
     identification.

5.2  Extra Usage.

     If Tenant uses excessive amounts of utilities or services of any kind
     because of operation outside of normal Building hours, high demands from
     office machinery and equipment, nonstandard lighting, or any other cause.
     Landlord may impose a reasonable charge for supplying such extra utilities
     or services, which charge shall be payable monthly by Tenant in conjunction
     with rent payments. In case of dispute over any extra charge under this
     paragraph, Landlord shall designate a qualified independent engineer whose
     decision shall be conclusive on both parties. Landlord and Tenant shall
     each pay on-half of the cost of such determination.


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5.3  Security.

     Landlord may but shall have no obligation to provide security service or to
     adopt security measures regarding the Premises, and Tenant shall cooperate
     with all reasonable security measures adopted by Landlord. Tenant may
     install a security system within the leased Premises with Landlord's
     written consent which will not be unreasonably withheld. Landlord will be
     provided with an access code to any security system and shall not have any
     liability for accidentally setting off Tenant's security system. Landlord
     may modify the type or amount of security measures or services provided to
     the Building or the Premises at any time.

6.1  Maintenance and Repair.

     Landlord shall have no liability for failure to perform required
     maintenance and repair unless written notice of such maintenance or repair
     is given by Tenant and Landlord fails to commence efforts to remedy the
     problem in a reasonable time and manner. Landlord shall have the right to
     erect scaffolding and other apparatus necessary for the purpose of making
     repairs, and Landlord shall have no liability for interference with
     Tenant's use because of repairs and installations. Tenant shall have no
     claim against Landlord for any interruption or reduction of services or
     interference with Tenant's occupancy, and no such interruption or reduction
     shall be construed as a constructive or other eviction of Tenant. Repair of
     damage caused by negligent or intentional acts or breach of this lease by
     Tenant, its employees or invitees shall be at Tenant's expense. Negligence
     by the Landlord shall be at Landlord's expense.

6.2  Alterations.

     Tenant shall not make any alterations, additions, or improvements to the
     Premises, change the color of the interior, or install any wall or floor
     covering without Landlord's prior written consent which may be withheld in
     Landlord's sole discretion. Any such improvements, alterations, wiring,
     cables or conduit installed by Tenant shall at once become part of the
     Premises and belong to Landlord except for removable machinery and
     unattached movable trade fixtures. Landlord may at its option require that
     Tenant remove any improvements, alterations, wiring, cables or conduit
     installed by or for Tenant and restore the Premises to the original
     condition upon termination of this lease. Landlord shall have the right to
     approve the contractor used by Tenant for any work in the Premises, and to
     post notices of nonresponsibility in connection with work being performed
     by Tenant in the Premises. Work by Tenant shall comply with all laws then
     applicable to the Premises. Tenant shall utilize only union contractors to
     perform work in the premises.

7.1  Indemnity.

     Tenant shall not allow any liens to attach to the Building or Tenant's
     interest in the Premises as a result of its activities. Tenant shall
     indemnify and defend Landlord and its managing agents from any claim,
     liability, damage or loses occurring on the Premises, arising out of any
     activity by Tenant, its agents, or invitees or resulting from Tenant's
     failure to comply with any term of this lease. Neither Landlord nor its
     managing agent shall have any liability to Tenant because of loses or
     damage to Tenant's property or for death or bodily injury caused by the
     acts or omissions of other Tenants of the Building, or by third parties
     (including criminal acts). To the extent that the Tenant is required to
     indemnify the Landlord for any actions of Tenant or its agent and
     contractors under the Lease, the Landlord agrees to provide equal
     indemnification to the Tenant for the actions of Landlord, its agents and
     contractors under the Lease.

7.2  Insurance.

     Tenant shall carry liability insurance with limits of not less than Two
     Million Dollars ($2,000,000.00) combined Single limit bodily injury and
     property damage which insurance shall have an endorsement naming Landlord
     and Landlord's managing agent, if any, as an additional insured, cover the
     liability insured under paragraph 7.1 of this lease and be in form and
     with companies reasonably acceptable to Landlord. Prior to occupancy,
     Tenant shall furnish a certificate evidencing such insurance which shall
     state that the coverage shall not be cancelled or materially changed
     without 10 days advance notice to Landlord and Landlord's managing agent,
     if any. A renewal certificate shall be furnished at lease 10 days prior to
     expiration of any policy. In addition, Landlord shall maintain appropriate
     property and liability insurance for the building.

8.1  Fire or Casualty.

     "Major Damage" means damage by fire or other casualty to the Building or
     the Premises which causes a substantial portion of the Premises or any
     substantial portion of the Building to be unusable, or which will cost more
     than 25 percent of the pre-damage value of the Building to repair, or which
     is not covered by insurance. In case of Major Damage, Landlord may elect to
     terminate this lease by notice in writing to the Tenant within 30 days
     after such date. If this lease is not terminated following Major Damage, or
     if damage occurs which is not Major Damage, Landlord shall promptly restore
     the Premises to the condition existing just prior to the damage. Tenant
     shall promptly restore all damage to tenant improvements or alterations
     installed by Tenant or pay the cost of such restoration to Landlord if
     Landlord elects to do the restoration of such improvements. Rent shall be
     reduced from the date of damage until the date restoration work being
     performed by Landlord is substantially complete, with the reduction to be
     in proportion to the area of the Premises not usable by Tenant.
     Notwithstanding any thing contained herein to the contrary in the event any
     damage to the premises cannot be repaired within 180 days of the date of
     the occurrence causing such damage and such damage prevents Tenant's
     reasonable access or the ability to reasonably perform it business, Tenant
     may terminate this lease with 30 days notice.





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8.2  Waiver of Subrogation.
     Tenant shall be responsible for insuring its personal property and trade
     fixtures located on the Premises and any alterations or tenant improvements
     it has made to the Premises. Neither Landlord, its managing agent nor
     Tenant shall be liable to the other for any loss or damage caused by water
     damage, sprinkler leakage, or any of the risks that are or could be covered
     by a special all risk property insurance policy, or for any business
     interruption, and there shall be no subrogated claim by one party's
     insurance carrier against the other party arising out of any such loss.
     This waiver is binding only if it does not invalidate the insurance
     coverage of either party hereto.

9.1  Eminent Domain.
     If a condemning authority takes title by eminent domain or by agreement in
     lieu thereof to the entire Building or a portion sufficient to render the
     Premises unsuitable for Tenant's use, then either party may elect to
     terminate this lease effective on the date that possession is taken by the
     condemning authority. Rent shall be reduced for the remainder of the term
     in an amount proportionate to the reduction in area of the Premises caused
     by the taking. All condemnation proceeds shall belong to Landlord, and
     Tenant shall have no claim against Landlord or the condemnation award
     because of the taking.

10.1 Assignment and Subletting.
     This lease shall bind and inure to the benefit of the parties, their
     respective heirs, successors, and assigns, provided that Tenant shall not
     assign its interest under this lease or sublet all or any portion of the
     Premises without first obtaining Landlord's consent in writing. This
     provision shall apply to all transfers by operation of law including but
     not limited to mergers and changes in control of Tenant. No assignment
     shall relieve Tenant of its obligation to pay rent or perform other
     obligations required by this lease, and no consent to one assignment or
     subletting shall be a consent to any further assignment or subletting.
     Landlord shall not unreasonably withhold its consent to any assignment or
     subletting provided the effective rental paid by the subtenant or assignee
     is not less than the current scheduled rental rule of the Building for
     comparable space and the proposed Tenant is compatible with Landlord's
     normal standards for the Building. If Tenant proposes a subletting or
     assignment to which Landlord is required to consent under this paragraph,
     Landlord shall have the option of terminating this lease and dealing
     directly with the proposed subtenant or assignee, or any third party. If an
     assignment or subletting is permitted, any cash profit, or the net value of
     any other consideration received by Tenant as a result of such transaction
     shall be paid to Landlord promptly following as receipt by Tenant. Tenant
     shall pay any costs incurred by Landlord in connection with a request for
     assignment or subletting, including reasonable attorney's fees.

11.1 Default.
     Any of the following shall constitute a default by Tenant under the lease:
     (a)  Tenant's failure to pay rent when due or any other charge under this
     lease within 10 days after it is due, or failure to comply with any other
     term or condition within 20 days following written notice from Landlord
     specifying the noncompliance. If such noncompliance cannot be cured within
     the 20-day period, this provision shall be satisfied if Tenant commences
     correction within such period and thereafter proceeds in good, faith and
     with reasonable diligence to effect compliance as soon as possible. Time is
     of the essence of this lease.
     (b)  Tenant's insolvancy, business failure or assignment for the benefit of
     its creditors. Tenant's commencement of proceedings under any provision of
     any bankruptcy or insolvancy law or failure to obtain dismissal of any
     petition filed against it under such laws within the time required to
     answer; or the appointment of a receiver for all or any portion of Tenant's
     properties or financial records.
     (c)  Assignment or subletting by Tenant in violation of paragraph 10.1.
     (d)  Vacation or abandonment of the Premises without the written consent of
     Landlord or failure to occupy the Premises within 20 days after notice from
     Landlord tendering possession.

11.2 Remedies for Default.
     In case of default as described in paragraph 11.1 Landlord shall have the
     right to the following remedies which are intended to be cumulative and in
     addition to any other remedies provided under applicable law:
     (a)  Landlord may at its option terminate the lease by notice to Tenant.
     With or without termination, Landlord may retake possession of the Premises
     and may use or relet the Premises without accepting a surrender or waiving
     the right to damages. Following such retaking of possession, efforts by
     Landlord to relet the Premises shall be sufficient if Landlord follows its
     usual procedures for finding tenants for the space at rates not less than
     the current rates for other comparable space in the Building. If Landlord
     has other vacant space in the Building, prospective tenants may be placed
     in such other space without prejudice to Landlord's claim to damages or
     loss of rentals from Tenant.
     (b)  Landlord may recover all damages caused by Tenant's default which
     shall include an amount equal to rentals lost because of the default, lease
     commissions paid for this lease, and the unamortized cost of any tenant
     improvements installed by Landlord to meet Tenant's special requirements.
     Landlord may sue periodically to recover damages as they occur throughout
     the lease term, and no action for accrued damages shall bar a later action
     for damages subsequently accruing. Landlord may elect in any one action to
     recover accrued damages plus damages attributable to the remaining term of
     the lease. Such damages shall be measured by the difference between the
     rent under this lease and the reasonable rental value of the Premises for
     the remainder of the term, discounted to the time of judgement at the
     prevailing interest rate on judgements.
     (c)  Landlord may make any payment or perform any obligation which Tenant
          has failed to perform, in which case Landlord shall be entitled to
          recover from Tenant upon demand all amounts so expended, plus interest
          from the date of the expenditure at the rate of one-and-one-half
          percent per month. Any such payment or performance by Landlord shall
          not waive Tenant's default.
     Notwithstanding any provision to the contrary, Landlord shall have the duty
     to mitigate damages in accordance with Oregon law.

12.1 Surrender.

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       On expiration or early termination of this lease Tenant shall deliver all
       keys to Landlord and surrender the Premises vacuumed, swept and free of
       debris and in the same condition as at the commencement of the term
       subject only to reasonable wear from ordinary use. Tenant shall remove
       all of its furnishings and trade fixtures that remain its property and
       repair all damage resulting from such removal. Failure to remove shall be
       an abandonment of the property, and Landlord may dispose of it in any
       manner without liability. If Tenant fails to vacate the Premises when
       required, including failure to remove all its personal property, Landlord
       may elect either: (i) to treat Tenant from month to month, subject to the
       provisions of this lease except that rent shall be two times the total
       rent being charged when the lease term expired, and any options or other
       rights regarding extension of the term or expansion of the Premises shall
       no longer apply: or (ii) to eject Tenant from the Premises and recover
       damages caused by wrongful holdover.

13.1   Regulations.

       Landlord shall have the right but shall not be obligated to make, revise
       and enforce regulations or policies consistent with this lease for the
       purposes of promoting safety, health (including moving, use of common
       areas and prohibition of smoking), order, economy, cleanliness, and good
       service to all tenants of the Building. All such regulations and policies
       shall be complied with as if part of this lease.

14.1   Access.

       During times other than normal Building hours Tenant's officers and
       employees or those having business with Tenant may be required to
       identify themselves or show passes in order to gain access to the
       Building. Landlord shall have no liability for permitting or refusing to
       permit access by anyone. Landlord may regulate access to any Building
       elevators outside of normal Building hours. Landlord shall have the right
       to enter upon the Premises at any time by passkey or otherwise to
       determine Tenant's compliance with this lease, to perform necessary
       services, maintanence and repairs or alterations to the Building or the
       Premises, or to show the Premises to any prospective tenant or
       purchasers. Except in case of emergency such entry shall be at such times
       and in such manner as to minimize interference with the reasonable
       business use of the Premises by Tenant. Whenever practicable, Landlord
       shall provide 24 hour notice to Tenant of such entry and will comply with
       Tenant's security requirements.

14.2   Furniture and Bulky Articles.

       Tenant shall move furniture and bulky articles in and out of the Building
       or make independent use of the elevators only at times approved by
       Landlord following at least 24 hours written notice to Landlord of the
       intended move. Landlord will not unreasonably withhold its consent under
       this paragraph.

15.1   Notices.

       Notices between the parties relating to this lease shall be in writing,
       effective when delivered, or if mailed, effective on the second day
       following mailing, postage prepaid, to the address for the party stated
       in this lease or to such other address as either party may specify by
       notice to the other. Notice to Tenant may always be delivered to the
       Premises. Rent shall be payable to Landlord at the same address and in
       the same manner, but shall be considered paid only when received.

16.1   Subordination and Attornment.

       This lease shall be subject to and subordinate to any mortgages, deeds of
       trust, or land sale contracts (There after collectively referred to as
       encumbrances) now existing against the Building. At Landlord's option
       this lease shall be subject and subordinate to any future encumbrance
       hereafter placed against the Building (including the underlying land) or
       any modifications of existing encumbrances, and Tenant shall execute such
       documents as may reasonably be requested by Landlord or the holder of the
       encumbrance to evidence this subordination. If any encumbrance is
       forclosed, then if the purchaser at forclosure sale gives to Tenant a
       written agreement to recognize Tenant's lease, Tenant shall attorn to
       such purchaser and this Lease shall continue. Tenant shall receive a
       non-disturbance agreement from Lender, if any, if Tenant so requests.

16.2   Transfer of Building.

       If the Building is sold or otherwise transferred by Landlord or any
       successor, Tenant shall attorn to the purchaser or transferee and
       recognize it as the lessor under this lease, and provided the purchaser
       or transferee assumes all obligations thereunder, the transferor shall
       have no further liability hereunder.

16.3   Estoppsis.

       Either party will within 10 days after notice from the other execute,
       acknowledge and deliver to the other party a certificate certifying
       whether or not this lease has been modified and is in full force and
       effect; whether thee are any modifications or alleged breaches by the
       other party; the dates to which rent has been paid in advance, and the
       amount of any security deposit or prepaid rent; and any other facts that
       may reasonably be requested. Failure to deliver the certificate within
       the specified time shall be conclusive upon the party of whom the
       certificate was requested that the lease is in full force and effect
       and has not been modified except as may be represented by the party
       requesting the certificate. If requested by the holder of any
       encumbrances, or any ground lessor, Tenant will agree to give such holder
       or lessor notice of land an opportunity to cure any default by Landlord
       under this lease.

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17.1 Attorneys' Fees.

     In any litigation arising out of this lease, the prevailing party shall be
     entitled to recover attorneys' fees at trial and on any appeal. If Landlord
     incurs attorneys' fees because of a default by Tenant, Tenant shall pay all
     such fees whether or not a litigation is filed.

18.1 Quiet Enjoyment.

     Landlord warrants that so long as Tenant complies with all terms of this
     Lease, it shall be entitled to peaceable and undisturbed possession of the
     Premises free from any eviction or disturbances from the Landlord. Neither
     Landlord nor its managing agent shall have any liability to Tenant for loss
     or damages arising out of the acts, of other Tenants of the Building or
     third parties, nor any liability to Tenant for loss or damages arising out
     of the acts, including criminal acts, including criminal acts, of other
     tenants of the Building or third parties, nor any liability for any reason
     which exceeds the value of its interest in the Building.

19.1 Additional Rent-Tax Adjustment.

     Whenever for any July 1 - June 30 tax year the real property taxes levied
     against the Building and its underlying land exceed those levied for the
     1998 - 1999 tax year, then the monthly rental for the next succeeding
     calendar year shall be increased by one-twelfth of such tax increase times
     Tenant's Proportionate Share. Effective February 1, 2004 the base tax year
     will be 2003-2004. "Real property taxes" as used herein means all taxes and
     assessments of any public authority against the Building and the Land on
     which it is located, the cost of contesting any tax and any form of fee or
     charge imposed on Landlord as a direct consequence of owning or leasing the
     Premises, including but not limited to rent taxes, gross receipt taxes,
     leasing taxes, or any fee or charge wholly or partially in lieu of or in
     substitution for ad valorem real property taxes or assessments, whether now
     existing or hereafter enacted. If any portion of the Building is occupied
     by a tax-exempt tenant so that the Building has a partial tax exemption
     under OR(S) 307.112 or a similar statute, then real property taxes shall
     mean taxes computed as if such partial exemption did not exist. If a
     separate assessment of identifiable tax increase arises because of
     improvements to the Premises, then Tenant shall pay 100 percent of such
     increases.

19.3 Operating Expense Adjustment.

     Tenant shall pay as additional rent Tenant's Proportionate Share of the
     amount by which operating expenses for the Building increase over those
     experienced by Landlord during the calendar year 1999 (base year).
     Effective February 1, 2004 the base year for operating expenses will be the
     calendar year 2004. Effective January 1 of each year Landlord shall
     estimate the amount by which operating expenses are expected to increase,
     if any, over those incurred in the base year. Monthly rental for that year
     shall be increased by one-twelfth of Tenant's share of the estimated
     increase provided that Landlord may revise its estimate during any year
     with reasonable cause and the additional estimates shall be payable as
     equal additions to rent for the remainder of the calendar year. Following
     the end of each calendar year, Landlord shall compute the actual increase
     in operating expenses and bill Tenant for any deficiency or credit Tenant
     with any excess collected. Tenant shall pay any such deficiency within 30
     days after Landlord's billing, whether or not this Lease shall have expired
     or terminated at the time of such billing. As used herein "operating
     expenses" shall mean all costs of operating and maintaining and repairing
     the Building as determined by standard real estate accounting practice,
     including, but not limited to: all water and sewer charges; the cost of
     natural gas and electricity provided to the Building; janitorial and
     cleaning supplies and services; administration costs and management fees;
     superintendent fees; security services, if any; Insurance premiums;
     licences, permits for the operation and maintenance of the Building and all
     of its component elements and mechanical systems; ordinary and emergency
     repairs and maintenance, and the annual amortized capital improvement cost
     (amortized over such period as Landlord may select but not shorter than the
     period allowed under the Internal Revenue Code and at its current market
     interest rate) for any capital improvement to the Building required by any
     governmental authority or those which have a reasonable probability of
     improving the operating efficiency of the Building, "Operating Expenses"
     shall also include all assessments under recorded covenants or master plans
     and/or by owner's associations. If electricity or other energy costs
     increase between the date of this Lease and last day of the Base Year, (i)
     Tenant shall pay to Landlord on a monthly basis as additional rent, its
     proportionate Share of such cost increase for the period from the date of
     such increase until the First estimated payment due under this paragraph,
     and (ii) Landlord may adjust the calculation of Base Year operating
     expenses by using the energy costs in effect on the date of this Lease.


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<PAGE>

19.4 Disputes.

     If Tenant disputes any computation of additional rent or rent adjustment
     under paragraphs 19.1 through 19.3 of this lease, it shall give notice to
     Landlord not later than thirty (30) days after the notice from Landlord
     describing the computation in question, but in any event not later than
     thirty (30) days after expiration or earlier termination of this lease. If
     Tenant fails to give such a notice, the computation by Landlord shall be
     binding and conclusive between the parties for the period in question. If
     Tenant gives a timely notice, the disputes shall be resolved by an
     independent certified public accountant selected by Landlord whose decision
     shall be conclusive between the parties. Each party shall pay one-half of
     the fee for making such determination except that if the adjustment in
     favor of Tenant does not exceed ten percent of the escalation amounts for
     the year in question, Tenant shall pay (i) the entire cost of any such
     third-party determination; and (ii) Landlord's out-of-pocket costs and
     reasonable expenses for personnel time in responding to the audit. Nothing
     herein shall reduce Tenant's obligations to make all payments as required
     by this lease.

20.1 Complete Agreement; No Implied Covenants.

     This lease and the attached Exhibits and Schedules if any, constitute the
     entire agreement of the parties and supersede all prior written and oral
     agreements and representations and there are not implied covenants or other
     agreements between the parties except as expressly set forth in this Lease.
     Neither Landlord nor Tenant is relying on any representations other than
     those expressly set forth herein.

20.2 Space Leased AS IS.

     Unless otherwise stated in this Lease, the Premises are leased AS IS in the
     condition now existing with no alterations or other work to be performed by
     Landlord.

20.3 Captions.

     The titles to the paragraphs of this lease are descriptive only and are not
     intended to change or influence the meaning of any paragraph or to be part
     of this lease.

20.4 Nonwaiver.

     Failure by Landlord  to promptly enforce any regulation, remedy or right of
     any kind under this Lease shall not constitute a waiver of the same and
     such right or remedy may be asserted at any time after Landlord becomes
     entitled to the benefit thereof notwithstanding delay in enforcement.

20.5 Exhibits.

     The following Exhibits are attached hereto and Incorporated as a part of
     this lease:

                     Exhibit A           Additional Provisions
                     Exhibit B           Floor Plan-Second Floor
                     Exhibit B1          Floor Plan-First Floor
                     Exhibit C           Rules & Regulations


IN WITNESS WHEREOF, the duly authorized representatives of the parties have
executed this lease as of the day and year first written above.


LANDLORD: Resilient Floor           TENANT: Integrated Information Systems, Inc.
          Covering Pension

By: /s/ [ILLEGIBLE SIGNATURE]       By: /s/ Julie Garvey
    --------------------------          --------------------------
    Robert Cord As Asset Manager
    For the Resilient Floor
    Covering Pension Fund

By:                                 Name: Julie Garvey
    --------------------------            ------------------------
    Michael Volpi, Secretary        Title: VP
                                          ------------------------
DATE: 9/28/01                       Date: 9-28-01
     -------------------------            ------------------------


Address for Notices:                Address for Notices:

c/o Doug Bean & Associates, Inc.   6915 SW Macadam Avenue
    101 SW Main Street, Suite 24B   Portland, OR 97219
    Portland, OR 97204

                        [ILLEGIBLE SIGNATURE]             [ILLEGIBLE SIGNATURE]
                         -------------------               -------------------
                              Landlord                            Tenant

Page 7

<PAGE>


                                   EXHIBIT A
                            ADDITIONAL PROVISIONS TO
                    THE MACADAM PLACE BUILDING OFFICE LEASE

21.1 Parking

Tenant parking at the Building is based upon a ratio of 3 parking spaces per
1,000 rentable square feet leased by Tenant, is unassigned and is on a first
come, first served basis at no additional charge to Tenant. Therefore, Tenant is
entitled to 51 parking spaces, of which quantities are located in stacked
parking stalls. Parking in the parking areas shall be subject to the Rules and
Regulations attached hereto as Exhibit C, including Landlord's right to amend
and make other reasonable rules and regulations with respect to parking as set
forth in paragraph 13.1 of this lease.

22.1 Hazardous Materials

During the term of this lease, Tenant shall not cause or permit any hazardous
Materials (as defined herein) to be placed, held, located or disposed of on, in
or under the Premises or to otherwise affect the Premises in any manner that
violates federal, state or local laws, ordinances, rules, regulations or
policies in effect hereafter adopted governing the use, storage, treatment,
transportation, manufacture, refinement, handling, production or disposal of
Hazardous Materials (collectively, the "Environmental Laws"). For purposes of
this paragraph, "Hazardous Materials" shall mean any flammable substances,
explosives, radioactive materials, medical wastes, hazardous materials,
hazardous wastes, toxic substances, pollutants, pollution or related materials
specified as such in, or regulated under, any of the Environmental Laws. At the
expiration or earlier termination of this lease, Tenant shall cause any
Hazardous Materials on or affecting the Premises in any manner that violate the
Environmental Laws to be cleaned up and removed from the Premises at Tenant's
expense in such manner as to comply with the Environmental Laws. Tenant shall
indemnify, defend and hold Landlord harmless from and against any and all
losses, liabilities, claims and expenses (including reasonable attorney fees and
fees of environmental engineers) arising out of or in any way relating to any
default by Tenant pursuant to this paragraph. The foregoing indemnification
includes, without limitation, costs incurred in connection with any
investigation or site conditions or any clean up, remedial, removal or
restoration work required under the Environmental Laws. The agreements and
indemnity by Tenant in this paragraph shall survive the expiration or earlier
termination of this lease.

23.1 Brokers

Tenant represents and warrants to Landlord that it has not engaged any other
broker, finder or other person who would be entitled to any commission or fees
in respect of the negotiation, execution or delivery of this lease, and Tenant
shall indemnify, defend and hold Landlord harmless against any loss, cost,
liability or expense


Page 1. Additional Provisions to The Macadam Place Building Office Lease

                                                   Please Initial /s/ JG

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incurred by Landlord as a result of any claim asserted by any such broker,
finder or other person on the basis of any arrangements or agreements made or
alleged to have been made by or on behalf of Tenant. The provisions of this
paragraph shall not apply to brokers with whom Landlord has an express written
brokerage agreement.

24.1 Additional Provision as to Maintenance

Except for the janitorial service to be provided by Landlord as provided in
paragraph 5.1, and subject to paragraph 8.1, the maintenance of the interior of
the Premises shall be the responsibility of Tenant and Tenant shall maintain the
Premises in good condition and repair during the term of this lease.

25.1 Force Majeure

Landlord shall not be deemed in default for the nonperformance or for any
interruption or delay in performance of any of the terms, covenants and
conditions of this lease if the same shall be due to any labor dispute, strike,
lock-out, civil commotion or like operation, invasion, rebellion, hostilities,
military or usurped power, sabotage, governmental regulations or controls,
inabililty to obtain labor, services or materials, or through act of God or
causes beyond the reasonable control of Lessor, provided such cause is not due
to the willful act or neglect of Landlord.

26.1 Persons With Disabilities

Tenant shall take all necessary action, at Tenant's expense, to cause the
Premises to be kept, maintained, used and occupied in compliance with the
Americans with Disabilities Act of 1990 and with all other federal, state and
local laws, ordinances, rules, regulations and requirements governing
discrimination against persons with disabilities as defined by applicable laws.
The indemnity provisions of paragraph 7.1 shall include, without limitation,
Tenant's obligation to indemnify, defend and hold Landlord and its managing
agents harmless from liability arising from Tenant's violation of any of the
laws and requirements above set forth in this paragraph. Landlord is responsible
for all work required in the Building common areas, which is required to
substantially comply with the Americans with Disabilities Act of 1990.

27.1 Corporate Authority

If Tenant is a corporation, each person executing this Lease on behalf of Tenant
does hereby covenant and warrant that (i) Tenant is duly incorporated and
validly existing under the laws of its state of incorporation, (ii) Tenant has
and is qualified to do business in Oregon, (iii) Tenant has full corporate right
and authority to enter into this Lease and to perform all Tenant's obligations
hereunder, and (iv) each person (and both of the persons if more than one signs)
signing this Lease on behalf of the corporation is duly and validly authorized
to do so.


Page 2. Additional Provisions to The Macadam Place Building Office Lease

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<PAGE>

                                   EXHIBIT C
                             RULES AND REGULATIONS

1.   The sidewalks, halls, passages, exits, entrances, and parking areas shall
     not be obstructed by Tenant or used by Tenant for any purpose other than
     access to the Leased Premises. Tenant shall not go on the roof of the
     building without Landlord's prior written consent.

2.   No awning, canopy, or other projection of any kind shall be installed over
     or around the windows and only such window coverings as are approved by
     landlord shall be used in the Leased Premises.

3.   The Leased Premises shall not be used for lodging or sleeping. Unless
     specifically authorized in Tenant's lease, no cooking shall be done or
     permitted by Tenant on the Leased Premises, except the preparation of
     coffee, tea, and similar items for Tenant and its employees, and use of a
     microwave.

4.   Landlord will furnish Tenant with two keys to the Leased Premises, free of
     charge. No additional locking devices shall be installed without prior
     written consent of Landlord, and Tenant shall furnish Landlord with a key
     for any such additional locking device. Tenant, upon termination of its
     tenancy, shall deliver to Landlord all keys to doors in the Leased
     Premises.

5.   Tenant shall not use or keep in the Leased Premises or the buildings any
     kerosene, gasoline, or other flammable or combustible fluid or material or
     use any method of heating or air conditioning other than that supplied by
     Landlord provided, however, that Tenant shall be permitted to use or keep
     in the Leased Premises any materials customarily used in its business.

6.   In case of invasion, mob, riot, public excitement, or other circumstances
     rendering such action advisable in Landlord's opinion, Landlord reserves
     the right to prevent access to the building by such action as Landlord may
     deem appropriate, including closing entrances to the building, provided,
     however, that Landlord shall not be permitted to prevent access to the
     building due to a labor disturbance.

7.   All perimeter doors to the building shall remain closed and securely locked
     at all times after regular building hours. The doors of the Leased Premises
     shall remain closed and securely locked at such times as Tenant's employees
     leave the Leased Premises, after regular building hours.

8.   The toilet rooms, toilets, urinals, wash bowls, and other apparatus in the
     Leased Premises and the building shall not be used for any purpose other
     than that for which they are intended, no foreign substance of any kind
     shall be deposited therein, and any damage resulting from Tenant's minuse
     shall be paid for by Tenant.

9.   Except with the prior written consent of Landlord, the Leased Premises
     shall not be used for manufacturing, excluding software production, of any
     kind, or for any business or other activity other than that specifically
     permitted under Tenant's lease.

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10.  Tenant shall not install any radio, television, or similar antenna or
     acrial, nor any loudspeaker or other device, on the roof, exterior walls,
     or grounds of the building without obtaining prior written consent from
     Landlord.

11.  Tenant shall not use in the Leased Premises or the building any hand-truck
     not equipped with rubber tires and side guards, nor any other
     material-handling equipment not approved in writing by Landlord. Tenant
     shall bring no other vehicles of any kind into the Leased Premises,
     including bicycles. Landlord will allow the installation of a bike locker
     at Tenant's sole expense. Location to be mutually agreed upon by Tenant
     and Landlord.

12.  Tenant shall store its trash and garbage within the Leased Premises until
     daily removal as may be designated from time to time by Landlord. No
     material shall be placed in the building trash boxes or receptacles if such
     material may not be disposed of in the ordinary and customary manner in the
     Portland, Oregon metropolitan area without being in violation of any law or
     ordinance governing such disposal.

13.  All loading and unloading of merchandise, supplies, materials, garbage and
     refuse and delivery or removal of the same to or from the Leased Premises
     shall be made only through such entryways and at such time as Landlord may
     designate from time to time. Tenant shall not obstruct or permit the
     obstruction of any loading areas used by other tenants in the building,
     and at no time shall Tenant park vehicles in a loading area except for
     loading, or unloading.

14.  Canvassing, soliciting, peddling, and distributing of handbills or other
     written material in the building is prohibited and Tenant shall cooperate
     to prevent same.

15.  Tenant shall not permit the use or the operation of any coin operated
     machines on the Leased Premises, including without limitation vending
     machines, video games, pinball machines, or pay telephones, without the
     prior written consent of Landlord. However, Tenant shall be permitted to
     install inside its Leased Premises soft drink and snack vending machines
     for the use of Tenant's employees and invitees.

16.  Landlord may direct the use of pest extermination and scavenger contractors
     at such intervals as Landlord may determine.

17.  Tenant shall, immediately upon request from Landlord (which request need
     not be in writing), reduce its lighting in the Leased Premises for
     temporary periods designated by Landlord, when required in Landlord's
     judgement to prevent overloads of the mechanical or electrical systems of
     the building; provided, however, that Tenant shall not be required to
     reduced its lighting if such reduction would interfere with Tenant's use of
     the Leased Premises for its business.


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<PAGE>

18.  Tenant shall not refer to the building by any name(s) other than the
     name(s) selected by Landlord (as same may be changed from time to time) or
     the postal address(es) as designated by the United States Post Office.
     Tenant shall not use the name(s) of the building other than as the address
     of its operation. However, Tenant may, at its option, use the name of the
     building, or a variant thereof, in the name of its business in the
     building. Tenant shall not be required to change the name of its business
     if Landlord changes the name of the building.

19.  Employees of Landlord shall not perform any work for or on behalf of Tenant
     or do anything outside of their regular duties unless under special
     instructions from Landlord.

20.  Tenant shall not park any vehicles in the business park overnight or permit
     any of its vehicles to remain at the business park after Tenant's business
     hours except designated company cars; provided that any vehicle which is
     temporarily disabled or which cannot be moved due to inclement weather may
     be left at the business park for up to, but not more than, 24 hours.

21.  Tenant's employees shall park only in those areas of the building
     designated by Landlord from time to time for such purpose. Any vehicle
     improperly parked by an employee of Tenant may be towed or otherwise
     removed by Landlord.

22.  Smoking is prohibited in all areas of the building.

23.  Tenant must provide, at its own expense, protection to the carpets from
     chair wheels or other abnormal wear, tear, or staining. Tenant shall be
     responsible for replacing carpet where damage has occurred due to lack of
     said protection. Tenant shall be responsible for heavy stain removal and
     periodic shampooing of carpet. It is recommended that carpets be shampooed
     at least annually.

24.  If Tenant elects to install a monitored security system within its Leased
     Premises, neither the Landlord nor its contractors shall be held
     responsible for setting off the alarm mistakenly, nor for any fines which
     may be levied.

25.  The normal building hours are from 7:00 AM to 6:00 PM Monday through Friday
     except holidays.

26.  All Tenant's Alterations shall be performed in accordance with Landlord's
     Conditions for Renovations, which Landlord shall provide to Tenant.

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

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28.  The word "Tenant" as used in these Rules and Regulations shall mean and
     include Tenant's assigns, agents, clerks, employees, licensees, invitees,
     and visitors. The word "Landlord" as used in these Rules and Regulations
     shall mean and include "Landlord's assigns, agents, clerks, employees,
     licensees, invitees, and visitors."

29.  These Rules and Regulations are in addition to, and shall not be construed
     in any way to modify, alter, or amend, the conditions of Tenant's Lease. In
     the event of a conflict between these Rules and Regulations and Tenant's
     Lease, the Lease shall govern.

30.  Landlord reserves the right to amend these Rules and Regulations and to
     make such other reasonable rules and regulations as in its judgement may
     from time to time be needed for the safety, care, and cleanliness of the
     building and for the preservation of good order therein; provided, however,
     that any such amendments or additions shall not modify, alter, or amend, in
     the whole or part, the terms, covenants, agreements, and conditions of
     Tenant's Lease.

31.  Parking Rules & Regulations:
     a. Parking is allowed only in designated (striped) parking stalls.
     b. No over-night parking is allowed.
     c. Vehicle owner and/or operator shall be responsible for damages or
        injuries caused by faulty operation or any other defect of vehicle or by
        failure of operator to set the vehicle's brake.
     d. Vehicle operator/parker assumes the risk of any loss or damage to the
        vehicle or personal property left therein, including by not limited to
        damage caused by fire, theft, acts of God, acts of any third party or
        any other causes.
     e. Except for emergency repair by a licensed service, no vehicle repair or
        maintenance work is allowed in the parking lot without prior permission
        of the Landlord.
     f. All parking is unreserved on a first come first served basis.
     g. Landlord has the right to modify these rules and regulations as needed.







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