<PAGE>
                                                                    EXHIBIT 10.2

                                LEASE AGREEMENT


                            Dated October 13, 1999



                                    between



                       STERLING REALTY ORGANIZATION CO.


                                 as "Landlord"



                                     and.



                           INTERACTIVE OBJECTS, INC.


                                  as "Tenant"



                                      in


                                12600 BUILDING


                                       i
<PAGE>

                         STANDARD TERMS AND CONDITIONS


                               LEASE PROVISIONS

<TABLE>
<CAPTION>
<C>  <S>                                                    <C>

 1.  Lease Provisions and Exhibits.........................   1

                         GENERAL TERMS AND CONDITIONS

 2.  Premises..............................................   2
 3.  Term..................................................   2
 4.  Rent..................................................   2
 5.  Notices...............................................   2
 6.  Uses..................................................   3
 7.  Services and Utilities................................   3
 8.  Costs of Services and Utilities.......................   4
 9.  Property Taxes........................................   6
10.  Taxes on Rents and Personal Property..................   7
11.  Acceptance of Premises................................   7
12.  Improvements..........................................   7
13.  Alterations and Care of Premises......................   7
14.  Liens and Insolvency..................................   9
15.  Access................................................   9
16.  Damage or Destruction.................................   9
17.  Indemnification, Insurance and Waiver of Subrogation..  10
18.  Assignment and Subletting.............................  12
19.  Holdover..............................................  12
20.  Surrender of Premises.................................  13
21.  Removal of Property...................................  13
22.  Defaults..............................................  13
23.  Right to Perform......................................  14
24.  Nonwaiver.............................................  14
25.  Costs and Attorneys' Fees.............................  14
26.  Priority..............................................  14
27.  Nondisturbance........................................  15
28.  Estoppel Certificates.................................  15
29.  Transfer of Landlord's Interest.......................  16
30.  Condemnation..........................................  16
31.  Advertising...........................................  16
32.  Parking...............................................  16
33.  Execution of Lease by Landlord........................  17
34.  Landlord's Liability..................................  17
35.  Broker................................................  17
36.  Corporate Authority...................................  17
37.  Additional Landlord Warranties........................  17
38.  General Provisions....................................  18
</TABLE>
                                    EXHIBITS
<TABLE>

<S>                                                          <C>
Exhibit A - Legal Description of Land......................  A-1
Exhibit A1- Legal Description of Project...................  A-2
Exhibit B - Parking Plan...................................  B-1
Exhibit C - Plan of the Premises...........................  C-1
Exhibit D - Tenant Improvements............................  D-1
Exhibit E - Rules & Regulations............................  E-1
Exhibit F - Certificate of Corporate Resolution of Tenant..  F-1
Exhibit G - Option to Extend...............................  G-1
</TABLE>

                                       1
<PAGE>


                                12600 BUILDING
                                LEASE AGREEMENT

THIS LEASE is made and entered into this 13th day of October, 1999, by and
between STERLING REALTY ORGANIZATION CO., a Washington corporation ("Landlord"),
and INTERACTIVE OBJECTS, Inc., a Washington corporation ("Tenant").

As parties hereto, Landlord and Tenant hereby agree as follows:


                               LEASE PROVISIONS

1.   Lease Provisions and Exhibits.

     (a)  Leased Premises.  The leased premises (the "Premises") are situated on
          the real property as more particularly described in Exhibit A attached
          hereto (the "Land"), and consist of those portions of the building
          located at 12600 SE 38th, in Bellevue, King County, Washington, 98006
          which are described in paragraph 1(b) below, which building is
          commonly known as  (the "Building").

     (b)  Agreed Floor Areas.  Landlord and Tenant agree that the floor area of
          the Premises is approximately 7468 rentable square feet, which area is
          comprised of Suite #130 of the Building.  Landlord and Tenant agree
          that the floor area of the Building is 52,227 rentable square feet.

          Rentable square feet shall be calculated according to Building Owners
          and Managers Association International ("BOMA") standards namely, the
          "Standard Method for Measuring Floor Area in Office Buildings". The
          load factor for the apportioned common area to be added to the useable
          area shall be ten percent (10%). Floor plan of Premises shall be
          attached as Exhibit C.

          Landlord and Tenant agree that reasonable attempts have been made to
          determine the correct square footage used in this Lease.  Landlord
          grants Tenant the option to remeasure and challenge the new Premises
          square footage calculation at Tenant's expense.  If Tenant's square
          footage calculation differs from the number used in this Lease,
          Landlord will remeasure at Landlord's expense to determine which
          calculation is correct.  Landlord and Tenant agree that any challenge
          of the square footage calculation must be carried out within one (1)
          month of the commencement date.  After that time, Landlord and Tenant
          agree to mutually waive any and all rights, claims, or liabilities
          against each other as it relates to the calculation of square footages
          to determine rents and other costs in this Lease.

     (c)  Tenant's Percentage of the Building.  "Tenant's Percentage of the
          Building" is equal to 14.3%, calculated by dividing the number of
          rentable square feet in the Premises (7,468) by the number of rentable
          square feet in the Building (52,227).


     (d)  Lease Term. The Lease term and Tenant's right to possession of the
          Premises will commence on November 1, 1999 or the date of substantial
          completion as set forth in "Exhibit D" of this Lease (the
          "Commencement Date").  The Lease term will expire 5 (five) years after
          the Commencement Date.

     (e)  Rent.  The rent for the Premises is:$15,247.17 per month through
          October 31, 2000;
                 $15,704.58 per month through October 31, 2001
                 $16,175.72 per month through October 31, 2002
                 $16,660.99 per month through October 31, 2003
                 $17,160.82 per month through October 31, 2004
          Rent is to be paid in advance on or before the first day of each month
          without offset or

                                       1
<PAGE>

          deduction at the offices of Landlord, Sterling Realty Organization
          Co., 600 106/th/ Avenue NE, Suite 200, Bellevue, Washington 98004, or
          P.O. Box 91723, Bellevue, Washington 98009, or such other place
          designated by Landlord.

     (f)  Security Deposit.  Landlord hereby acknowledges the receipt of
          $17,160.82 (the "Security Deposit").   If Tenant is in default of its
          obligations under this Lease, Landlord may use that portion of the
          Security Deposit which is necessary to cure the default or to
          compensate Landlord for any damage resulting from Tenant's default.
          On demand, Tenant shall immediately pay to Landlord the sum necessary
          to restore the Security Deposit to an amount equal to the last month's
          rent.  Landlord's obligations with respect to the Security Deposit are
          those of a debtor and not a trustee.  Landlord may maintain such sums
          separate and apart from Landlord's general funds or may commingle them
          with Landlord's general or other funds.  Landlord is not required to
          pay Tenant interest on such sums, or any portion thereof.  If Building
          is sold or transferred, Landlord shall be relieved of liability.
          Tenant shall not occupy the Premises until said deposit has been paid
          to Landlord.  Should Tenant comply with all of the covenants and
          conditions of this Lease, deposit shall be returned to Tenant at the
          expiration of the term hereof. Landlord also acknowledges receipt of
          an additional $17,160.82 from Tenant upon execution of this lease to
          be applied towards the last months rent.

     (g)  Permitted Uses.  The Premises shall be used only for general office
          purposes and for no other purpose or use without the written consent
          of Landlord.

                         GENERAL TERMS AND CONDITIONS

2.   Premises.  Landlord does hereby lease to Tenant, and Tenant does hereby
     lease from Landlord, upon the terms and conditions herein set forth, the
     Premises described in paragraph 1(a) hereof.

3.   Term.  The Lease term shall be for the period stated in paragraph 1(d)
     hereof.  The Lease term shall commence on the Commencement Date specified
     in paragraph 1(d).  Neither Landlord nor any agent or employee of Landlord
     shall be liable for any damage or loss due to Landlord's inability or
     failure to deliver possession of the Premises to Tenant as provided herein.

4.   Rent.  Tenant shall pay Landlord the monthly rent stated in paragraph 1(e)
     hereof without demand, deduction or offset, payable in lawful money of the
     United States in advance on or before the day specified in paragraph 1(e)
     to Landlord at the offices of Landlord or its building manager at the place
     specified in paragraph 1(e), or to such other party or at such other place
     as Landlord may hereafter from time to time designate in writing.  Rent for
     any partial month at the beginning or end of the Lease term shall be
     prorated.  Notwithstanding anything in Section 7 hereof, the rent payable
     by Tenant shall in no event be less than the rent specified in paragraph
     1(e) of this Lease.

     (a)  Late Fees On Overdue Rent. Any rent, additional rent or other sums
          payable by Tenant to Landlord which are not paid within three (3) days
          following the due date thereof, shall bear interest at a rate equal to
          five percent (5%) per annum above the prime lending rate as publicly
          announced from time to time by Bank of America, calculated from the
          date of delinquency to the date of payment.  Any late payment of rent
          will also be subject to a collection fee equal to five percent (5%) of
          the amount due.

5.   Notices.  All notices under this Lease shall be in writing and delivered in
     person or sent by facsimile or by registered or certified mail to Landlord
     at the address below, to Tenant at the Premises and/or the address below,
     and to the holder of any first mortgage or deed of trust at such place as
     such holder shall specify to Tenant in writing; or at such other facsimile
     number or address as may from time to time be designated by such party in
     writing. Notices will be deemed to have been given on the date sent by
     facsimile with evidence of receipt by the intended party, on the date
     delivered in the case of personal delivery or, if mailed, on that date
     which is two (2) days after the postmark thereof.

                                       2
<PAGE>

     LANDLORD:  Sterling Realty Organization Co.

     ADDRESS:   600 106/th/ Avenue NE, Suite 200, Bellevue, WA  98004

     CONTACT:   Property Manager

     PHONE:     (425) 455-8125

     FAX:       (425) 455-8165

     TENANT:    Interactive Objects, Inc.

     ADDRESS:   12600 SE 38th,  Suite 130, Bellevue, WA 98006

     CONTACT:   Steve Wollach

     PHONE:     425/

     FAX:       425/


6.   Uses.  The Premises are to be used only for the uses specified in paragraph
     1(g) hereof (the "Permitted Uses") and for no other business or purpose
     without the written consent of Landlord, which consent shall not be
     unreasonably withheld. Tenant shall not commit or allow any acts to be done
     in or about the Premises that are unlawful or that will cause an increase
     to the existing rate of insurance on the Building. Tenant shall not commit
     or allow to be committed any waste upon the Premises, or create or allow to
     be created any public or private nuisance in the Building. Tenant shall
     not, without the written consent of Landlord, use any apparatus, machinery
     or device in or about the Premises, which will cause any substantial noise
     or vibration or any increase in the normal use of electric power. If any of
     Tenant's office equipment should disturb the quiet enjoyment of any other
     tenant in the Building, then Tenant shall provide adequate insulation, or
     take other such action as may be necessary to eliminate the disturbance.
     Tenant shall comply with all laws and regulations relating to its use of
     the Premises including, without limitation, laws and regulations relating
     to hazardous wastes, and shall observe such reasonable rules and
     regulations as may be adopted and published by Landlord from time to time
     for the safety, care and cleanliness of the Premises or the Building, and
     for the preservation of good order therein, including but not limited to
     any rules and regulations which may be attached to this Lease.

7.   Services and Utilities.  Landlord shall furnish the Premises with
     electricity for lighting and operation of customary office machines, water,
     and elevator service, and, during Normal Business Hours, lighting, heat and
     normal air conditioning.  "Normal Business Hours" are defined as 8:00 a.m.
     to 6:00 p.m., Monday through Friday, and 9:00 a.m. to 1:00 p.m. on
     Saturdays.  Outside Normal Business Hours, utility services will be
     provided to the Premises, and Tenant shall pay Landlord for the actual cost
     of providing lighting, heat and normal air conditioning, including the
     associated electrical and maintenance costs.

     (a)  Extra Services.  During all hours which are not business hours,
          Landlord shall furnish all of such services set forth above, except
          the following:

          (1)  Utility Services.  If requested by Tenant, Landlord shall furnish
               heat and air conditioning to the Premises at times other than
               normal business hours, and the reasonable cost of such services
               as established by Landlord and reasonably agreed to by Tenant
               shall be paid by Tenant to Landlord as Additional Rent.

                                       3
<PAGE>

          (2)  Janitorial Services.  No janitorial service shall be provided
               Fridays, Saturdays or legal holidays. The costs of any janitorial
               or other services provided or caused to be provided by Landlord
               to Tenant which are in addition to the services ordinarily
               provided to tenants of the Building shall be payable by Tenant as
               Additional Rent.

          (3)  Increased Utility Loads.  Without the written permission of
               Landlord, Tenant shall not install lights or equipment in the
               Premises which consume electrical power or energy which, in the
               aggregate, exceeds reasonable amounts for general office use in
               comparable office buildings in Bellevue, Washington by other
               Tenants for usual and customary general office use.  Landlord may
               refuse to grant such permission unless Tenant agrees to pay the
               costs of installation of supplementary air conditioning or
               electrical systems as necessitated by such equipment or lights.
               Tenant shall pay to Landlord, as Additional Rent, the reasonable
               amount estimated by Landlord as the additional cost of furnishing
               electricity for the operation of such special equipment or lights
               and the reasonable amount estimated by Landlord as the costs of
               supplemental air conditioning provided to the Premises
               necessitated by Tenant's use of such special equipment or lights.
               Landlord shall be entitled to install and operate at Tenant's
               sole cost and expense a monitoring/metering system in the
               Premises to measure the added demands on electricity and HVAC
               systems resulting from such equipment and lights and from
               Tenant's after-hours HVAC service requirements.  Tenant shall
               comply with Landlord's reasonable instructions for the use of
               drapes, blinds and thermostats in the Building.

     Landlord shall not be liable for any loss, injury or damage to property
     caused by or resulting from any variation, interruption, or failure of such
     services due to any cause outside of Landlord's reasonable control. In the
     event of such variation, interruption or failure, however, Landlord shall
     use reasonable diligence to restore such service. No temporary interruption
     or failure of such service incident to the making of repairs, alterations
     or improvements or due to accident or strike, or conditions or events
     beyond Landlord's reasonable control shall be deemed an eviction of Tenant
     or relieve Tenant from any of Tenant's obligations hereunder.

8.   Costs of Services and Utilities.

     (a)  Definitions.  As used herein, the following terms have the following
          respective meanings unless the context otherwise specifies or clearly
          requires.

          (1)  Base Year Operating Costs" means Operating Costs for the calendar
               year 1999 (the "Base Year") multiplied by Tenant's Percentage of
               the Building.

          (2)  "Lease Year" means a calendar year commencing January 1 and
               ending December 31.

          (3)  "Operating Costs" means all reasonable and necessary expenses,
               based on Landlord's reasonable business judgment and customary
               practices, paid or incurred by Landlord for maintaining,
               operating and repairing the Building (including the parking
               facilities), the Land, and the personal property used in
               conjunction therewith, to the extent not paid directly by Tenant,
               including but not limited to all expenses paid or incurred by
               Landlord for Property Taxes as defined in Section 8 below;
               insurance required in Landlord's sole discretion; electricity
               during Normal Business Hours, water, gas, sewer, refuse
               collection, telephone charges and security service not chargeable
               to tenants and similar utilities services; the cost of supplies
               and window washing, cost of services of independent contractors,
               allowance to Landlord's agent for supervision of such maintenance
               operation services and repair of the Building, Land and common
               areas, cost of compensation (including employment taxes and
               fringe benefits) of all persons who perform duties in connection
               with such Operating Costs and any other expense or charge which
               in accordance with generally accepted accounting and management
               principles would be considered an expense of maintaining,
               operating or repairing the Building, together with a property
               management fee equal to four percent (4%) of the

                                       4
<PAGE>

               monthly rent provided in paragraph 1(e) hereof. Operating Costs
               shall include the cost of replacing cracked or broken exterior
               windows, but shall not include (A) costs for maintaining and
               repairing structural components of the Building; (B) any
               depreciation or amortization costs related to the Building or any
               portion or component of the Building or any equipment or other
               property used in connection with the Building, except as
               specifically permitted by the terms of this Lease; (C) any loan
               payments, principal or interest, or ground lease or similar
               payments; (D) any leasing costs, including brokerage commissions,
               legal fees, vacancy costs, and refurbishment or improvement
               expenses, in connection with the premises of a particular tenant;
               (E) any collection costs, including legal fees, or bad debt
               losses or reserves; (F) any costs or expenses resulting from
               Landlord's violation of any agreement to which it is a party or
               any applicable laws or ordinances or governmental rules,
               regulation, or orders; (G) Landlord's general corporate overhead
               and general and administrative expenses in excess of costs and
               expenses directly attributable to the operation and management of
               the Building; or (H) any cost or expenses which would not, under
               generally accepted accounting and management principles, be
               regarded as a maintenance and operating expense.

          (4)  "Estimated Operating Costs" means Landlord's estimate of
               Operating Costs for the following Lease Year to be given by
               Landlord to Tenant pursuant to paragraph 7(b)(1).

     (b)  Additional Rent.  Tenant shall pay to Landlord as rent, in addition to
          the rent provided in paragraph 1(e) above, all Operating Costs
          allocable to the Premises which are in excess of the Base Year
          Operating Costs, and any and all other sums expressly provided for
          hereunder, and not otherwise included in such excess Operating Costs.

          (1)  Rent Adjustment for Estimated Operating Costs.  Landlord shall
               furnish to Tenant a written statement setting forth (A) Estimated
               Operating Costs for each occupied calendar year, and (B) the
               amount of Additional Rent payable monthly during such calendar
               year, which will equal one-twelfth (1/12) of the amount, if any,
               by which Estimated Operating Costs exceeds Base Year Operating
               Costs.  If such Estimated Operating Costs are furnished after the
               commencement of the Lease Year, Tenant shall also make a
               retroactive lump-sum payment equal to the amount of such excess
               multiplied by the number of months during the Lease Year for
               which no such adjustment was paid.

          (2)  Actual Operating Costs.  Within ninety (90) days after the close
               of each Lease Year during the term hereof, Landlord shall deliver
               to Tenant a written statement setting forth the actual Operating
               Costs during the preceding Lease Year. If such costs for any
               Lease Year exceed the Estimated Operating Costs paid by Tenant to
               Landlord pursuant to paragraph 7(b)(1) for such Lease Year,
               Tenant shall pay the amount of such excess to Landlord as
               additional rent within thirty (30) days after receipt of such
               statement by Tenant. If such statement shows such costs to be
               less than the amount paid by Tenant to Landlord pursuant to
               paragraph 7(b)(1), then the amount of such overpayment shall be
               credited toward the next monthly rent payable by Tenant.

          (3)  Determinations.  The determination of Operating Costs and
               Estimated Operating Costs shall be made by Landlord. If Tenant
               notifies Landlord in writing within thirty (30) days after the
               receipt by Tenant of Landlord's statement setting forth the
               preceding year's Operating Costs, then Tenant may audit
               Landlord's books and records pertaining to Operating Costs. In
               the event that any such audit, conducted in accordance with
               generally accepted accounting principles, reveals a discrepancy
               of three percent (3%) or more between Landlord's statement of the
               actual Operating Costs for a Lease Year and the amount of such
               Operating Costs determined by such audit, then if the Operating
               Costs were overstated Landlord shall reimburse to

                    Tenant the excess amount paid by Tenant and Landlord shall
                    pay for the reasonable cost of such audit; but if the
                    Operating Costs were understated then Tenant shall pay to
                    Landlord the amount of such deficiency and Tenant shall pay
                    for the cost of such audit.

                                       5
<PAGE>

               Rent due pursuant to this section shall be additional rent
               payable by Tenant hereunder, and in the event of nonpayment
               thereof, Landlord shall have similar rights with respect to such
               nonpayment as it has with respect to any other nonpayment of rent
               hereunder.

          (4)  End of Term.  If this Lease terminates on a day other than the
               last day of a Lease Year, the amount of any adjustment between
               Estimated Operating Costs and actual Operating Costs with respect
               to the Lease Year in which such termination occurs will be
               prorated on the basis which the number of days from the
               commencement of such Lease Year to and including such termination
               date bears to 365, and any amount payable by Landlord to Tenant
               or Tenant to Landlord with respect to such adjustment is payable
               within thirty (30) days after delivery of the statement of
               Operating Costs with respect to such Lease Year.

9.   Property Taxes.   "Property Taxes" means all real property taxes and
     assessments and personal property taxes, charges and assessments levied
     with respect to the Land, the Building, and any improvements, fixtures and
     equipment, and all other property of Landlord, real or personal, located in
     or on the Building and used in connection with the operation of the
     Building.

10.  Taxes on Rents and Personal Property.  If any governmental authority shall
     in any manner levy a tax on rents payable under this Lease or rents
     accruing from Tenant's use of property, or such a tax in any form against
     Landlord measured by income derived from the leasing or rental of the
     Building, such tax shall be paid by Tenant either directly or through
     Landlord; provided, however, that Tenant shall not be liable to pay any
     state or federal net income tax imposed on Landlord.

     Tenant shall pay prior to delinquency all personal property taxes with
     respect to all property of Tenant located on the Premises or the Building
     and shall provide promptly upon request of Landlord written proof of such
     payment.

11.  Acceptance of Premises.  Landlord shall deliver the Premises to Tenant in a
     clean and orderly condition.  Tenant accepts the Premises in their existing
     condition, "as is" and "where is," including all existing carpet, doors,
     cabinets and partitions, and without any obligation on the part of Landlord
     to make any alterations or improvements thereto, except as may otherwise be
     expressly provided in this Lease.

12.  Improvements.  Subject to Section 21 of this Lease, upon the expiration or
     sooner termination of this Lease, all improvements and additions to the
     Premises made by Tenant shall become the property of Landlord.

13.  Alterations and Care of Premises.  Tenant shall take good care of the
     Premises and shall promptly make all necessary repairs and maintenance,
     except those to be made by Landlord as provided herein:

     (a)  Except as expressly permitted by the terms of this paragraph, Tenant
          shall not make any alterations, additions or improvements in or to the
          Premises, or make changes to locks on doors, or add, disturb or in any
          way change any floor covering, wall covering, fixtures, plumbing or
          wiring, without first obtaining the written consent of Landlord, which
          consent shall not be unreasonably withheld.  Landlord may, in
          determining whether to grant or withhold its consent to a particular
          alteration, addition or improvement, consider the likelihood that the
          particular alteration, addition or improvement will be usable by a
          subsequent tenant of the Premises.  If Landlord withholds its consent
          to a particular alteration, addition or improvement based on the
          unlikelihood that a subsequent tenant would find that alteration,
          addition or improvement usable, then Tenant may proceed to make the
          particular alteration, addition or improvement, but shall remove it
          from the Premises prior to the expiration or earlier termination of
          this Lease.  Within thirty (30) days

                                       6
<PAGE>

          following the completion of any alterations or improvements, Tenant
          shall provide Landlord with "as-built" plans showing the alterations
          or improvements made to the Premises.

     (b)  If Landlord's consent is required, then prior to Tenant commencing
          work on any alteration, addition or improvement to the Premises,
          Tenant shall submit to Landlord two (2) copies, and, at the request of
          Landlord, shall submit to any mortgagee holding a mortgage or deed of
          trust encumbrance on the Land one (1) copy, of full and complete plans
          and specifications detailing the design and plan of improvements for
          any such alteration, addition or improvement.

          Landlord does not and will not make any covenant or warranty, express
          or implied, that any such plans or specifications submitted by Tenant
          are accurate, complete or in any way suited for their intended
          purpose.  Landlord shall either approve or disapprove plans within ten
          (10) business days and, if approved, return a signed, approved copy to
          Tenant.  Landlord will not unreasonably withhold approval.  In the
          event that the plans are not approved by Landlord, Landlord shall
          inform Tenant of the reasons for its disapproval and Tenant shall have
          twenty (20) days in which to submit revised plans to Landlord for
          approval.  Tenant shall not unreasonably refuse to satisfy any
          objections made by Landlord to the plans and specifications.  Any
          objections Tenant has to Landlord's objection shall be submitted to
          Landlord in writing within the twenty (20) day period.  A failure of
          one party to give any notice to the other party within the period
          provided for doing so shall be deemed to constitute approval of the
          plans and specifications or the objections thereto, as appropriate.
          Within thirty (30) days following the completion of any alterations or
          improvements, Tenant shall provide Landlord with "as-built" plans
          showing the alterations or improvements made to the Premises.

     (c)  All such work so done by Tenant shall be done in accordance with all
          laws, ordinances, and rules and regulations of any federal, state,
          county, municipal or other public authority and/or Board of Fire
          Underwriters.  Tenant expressly covenants and agrees that no liens of
          mechanics, materialmen, laborers, architects, artisans, contractors,
          subcontractors, or any other lien of any kind whatsoever shall be
          created against or imposed upon the Premises, the Land or the
          Building, and that in the event any such claims or liens of any kind
          whatsoever shall be asserted or filed by any persons, firms or
          corporations performing labor or furnishing material in connection
          with such work, Tenant shall pay off or cause the same to be
          discharged of record within five (5) days of notification thereof.
          All alterations, improvements, or changes made by Tenant to the
          Premises shall be the property of Landlord and shall remain upon and
          be surrendered with the Premises upon the termination of this Lease;
          provided, however, that Tenant shall remove any alteration, addition
          or improvement made to the Premises by Tenant subsequent to the
          completion of the initial tenant improvements to be made pursuant to
          Exhibit D below and to which Landlord withheld its consent under the
          terms of paragraph 12 above.  Tenant will remove any such alterations,
          additions or improvements made by Tenant prior to Tenant surrendering
          possession of the Premises to Landlord, and repair any damage caused
          to the Premises thereby, all at the sole cost and expense of Tenant.

          After the beginning of each Lease Year during the term of this Lease
          or any Renewal Term, Landlord may deliver a certificate to Tenant
          requesting that Tenant provide Landlord with an itemized list of all
          alterations, improvements or changes that Tenant has made to the
          Premises during the previous Lease Year.  Tenant shall complete the
          certificate and return the same to Landlord within thirty (30) days
          following the date on which it was received.  In the event no
          alterations or improvements were made during the previous Lease Year,
          Tenant shall so indicate on the certificate provided.

          All damage or injury done to the Building or the Premises or any
          appurtenances to either by Tenant, or by Tenant's agents, invitees,
          licensees, or employees, or by any other persons who

                                       7
<PAGE>

          may be in the Building or upon the Premises with the consent of
          Tenant, including the cracking or breaking of glass of any windows and
          doors, shall be paid for by Tenant.

     (d)  Tenant shall not put curtains, draperies or other hangings on or
          beside the windows in the Premises or place any furniture on the
          patios or common areas without first obtaining Landlord's consent.
          All normal repairs necessary to maintain the Premises in a tenantable
          condition and consistent with the standards for a Class A office
          building in the Seattle metropolitan area shall be done by or under
          the direction of Landlord, acting reasonably and in good faith.
          Tenant shall promptly notify Landlord of any damage to the Premises
          requiring repair, and within thirty (30) days thereafter, Landlord
          shall notify Tenant whether it will proceed to make the repairs.  If
          Landlord elects not to make either some or all of the repairs set
          forth in Tenant's notice, then Landlord shall provide Tenant with an
          explanation as to why Landlord deems the repairs unnecessary.  If
          Landlord fails to respond to Tenant's notice within the 30-day period
          provided for doing so, then Tenant may cause the repairs to be
          accomplished.  Landlord shall reimburse Tenant for all reasonable
          costs and expenses incurred by Tenant in making the repairs, and such
          reimbursement shall be made within thirty (30) days of Landlord's
          receipt of an invoice for the amount of such costs and expenses.

     (e)  Landlord shall be responsible for maintaining and repairing the
          structural components of the Building.  If Tenant believes that there
          is a problem or defect in the structural elements of the Building,
          including problems or defects in the foundation, exterior walls,
          floors or the roof system, and also including but not limited to
          safety aspects of the Building (as determined under applicable
          building codes as in effect on the date hereof), Tenant shall give
          Landlord notice of any such defect.  Tenant and Landlord shall
          cooperate to determine promptly whether any such defect exists and to
          identify any damage to the Building resulting from such defect.
          Landlord shall repair any such defect and resulting damage.  If
          Landlord fails to make any such repairs which can reasonably be
          completed within fifteen (15) days, within thirty (30) days after such
          determination, or fails to commence within thirty (30) days after such
          determination and diligently proceed to complete any such repairs
          which cannot reasonably be completed in fifteen (15) days, Tenant
          shall have the right, but not the obligation, to cause such repairs to
          be accomplished. Landlord shall reimburse Tenant for all reasonable
          costs and expenses incurred by Tenant in making the repairs, and such
          reimbursement shall be made within thirty (30) days of Landlord's
          receipt of an invoice for the amount of such costs and expenses.

     (f)  Tenant shall, at the expiration or sooner termination of this Lease,
          surrender and deliver the Premises to Landlord in as good or better
          condition as when received by Tenant from Landlord or as thereafter
          improved, reasonable use and wear and damage by fire or other insured
          casualty excepted.

14.  Liens and Insolvency.  Tenant shall keep the Premises and the Building free
     from any liens arising out of any work performed, materials ordered or
     obligations incurred by Tenant.  If Tenant becomes insolvent, voluntarily
     or involuntarily bankrupt, or if a receiver, assignee or other liquidating
     officer is appointed for the business of Tenant, then Tenant shall be
     deemed to be in default under the terms of this Lease and Landlord may, in
     addition to any other remedy provided in this Lease, terminate Tenant's
     right of possession under this Lease at Landlord's option and in no event
     shall the Lease or any rights or privileges hereunder be an asset of Tenant
     under any bankruptcy, insolvency or reorganization proceedings.


15.  Access.  Tenant shall permit Landlord and its agents (including, but not
     limited to any mortgagee holding a mortgage or deed of trust which is an
     encumbrance against the Land)  to enter into and upon the Premises but,
     except in an emergency, only on advance reasonable notice and at

                                       8
<PAGE>

     reasonable times for the purpose of inspecting the same or for the purpose
     of repairing, altering or improving the Premises or the Building. Nothing
     contained in this Section 15 shall be deemed to impose any obligation upon
     Landlord not expressly stated herein or elsewhere in this Lease. Landlord
     shall, on the same basis, have the right to enter the Premises for the
     purpose of showing the Premises to prospective tenants within 180 days
     prior to the expiration or sooner termination of the Lease term.

16.  Damage or Destruction.  If the Premises are destroyed or rendered
     untenantable, either wholly or in part, by fire or other unavoidable
     casualty, Landlord may, at its option, either (a) terminate this Lease as
     provided herein, (b) allow Tenant to terminate this Lease as provided
     herein, or (c) restore the Premises to their previous condition, and in the
     meantime the monthly rent shall be abated in the same proportion as the
     untenantable portion of the Premises bears to the whole thereof.  If
     Landlord elects not to restore the Premises and to terminate this Lease,
     then Landlord shall so notify Tenant within thirty (30) days after receipt
     from Tenant of notice that Tenant deems the Premises untenantable
     ("Tenant's Notice").  If Landlord elects to restore the Premises, then
     Landlord shall so notify Tenant within thirty (30) days after receipt from
     Tenant of Tenant's Notice, and shall begin the restoration work within
     sixty (60) days of such date, in which event this Lease will continue in
     full force and effect.  If Landlord fails to notify Tenant of its election
     within thirty (30) days after receipt from Tenant of Tenant's Notice, then
     Tenant may terminate this Lease immediately upon written notice to
     Landlord.  If the damage is due directly or indirectly to the fault or
     neglect of Tenant, or its officers, contractors, licensees, agents,
     servants, employees, guests, invitees or visitors, there will be no
     abatement of rent.

     If the Building or the Premises are destroyed or damaged by fire or other
     casualty insured against under Landlord's fire and extended coverage
     insurance policy to the extent that more than fifty percent (50%) of either
     is rendered untenantable, or if the Building or the Premises are destroyed
     or materially damaged by any other casualty other than those covered by
     such insurance policy, notwithstanding that the Premises may be unaffected
     directly by such destruction or damage, Landlord may, at its election,
     terminate this Lease by notice in writing to Tenant within sixty (60) days
     after such destruction or damage.  Such notice will be effective thirty
     (30) days after receipt thereof by Tenant.  If the Premises are damaged or
     destroyed and Landlord elects to repair and reconstruct the Premises, then
     the term of this Lease will, at Landlord's option, be extended for the time
     required to complete such repair and reconstruction.  Landlord shall not be
     required to repair or restore fixtures, improvements, or other property of
     Tenant.

     (a)  Business Interruption.  Other than as provided in Section 16 above, no
          damages, compensation, or claim shall be payable by Landlord to Tenant
          for inconvenience, loss of business, or annoyance arising from any
          repair or restoration of any portion of the Premises or of the
          Building as a result of fire or other casualty.  Landlord shall use
          its best efforts to effect such repairs promptly.

     (b)  Tenant Improvements.  Landlord will not carry insurance of any kind on
          Tenant's furniture or furnishings or on any other personal property
          fixtures, equipment, improvements, or appurtenances owned or installed
          by Tenant, and Landlord shall not be obligated to repair any damage
          thereto or replace the same.


17.  Indemnification, Insurance and Waiver of Subrogation.

                                       9
<PAGE>

     (a)  Indemnification.  It is understood and agreed that Landlord shall not
          be liable for injury to any person, or for the loss of or damage to
          any property (including property of Tenant) occurring in or about the
          Premises from any cause whatsoever, except for that caused by
          Landlord's gross negligence or willful misconduct.  Tenant hereby
          indemnifies and holds Landlord harmless from and against and agrees to
          defend Landlord against any and all claims, charges, liabilities,
          obligations, penalties, causes of action; liens, damages, costs and
          expenses (including attorneys' fees) arising, claimed, charged or
          incurred against or by Landlord from any matter or thing arising from
          Tenant's use of the premises, the conduct of its business or form any
          activity, work or other thing done, permitted or suffered by Tenant in
          or about the Premises or Common Areas, whether arising from any breach
          or default in the performance of any obligation on Tenant's part or to
          be performed under the terms of this Lease, or arising from any act or
          negligence of Tenant, or any officers, contractor, agent, employee,
          guest, licensee, or invitee of tenant, and from all costs, attorneys'
          fees, and liabilities incurred in or about the defense of any such
          claim (including appeals) or any action or proceeding brought thereon
          and in the event that any action or proceeding is brought against
          Landlord by reason of such claim.  Tenant, upon notice from Landlord,
          shall defend the same at Tenant's expense by counsel reasonably
          satisfactory to Landlord.  Tenant, as a material part of the
          consideration to Landlord, hereby assumes all cause other than
          Landlord's gross negligence or willful misconduct, and Tenant hereby
          waives all claims in respect thereof against Landlord.  Tenant shall
          maintain business interruption insurance and automobile insurance with
          respect to all Tenant owned motor vehicles parking on the Property.
          The indemnification provided for in this paragraph shall survive any
          termination or expiration of this Lease.  Landlord and its agents
          shall not be liable for any loss or damage to persons or property
          resulting from fire, explosion, falling plaster, steam, gas,
          electricity, water or rain which may leak from any part of the
          Premises or from pipes, appliances or plumbing works therein or from
          the roof, street or subsurface or from any other place resulting from
          dampness or any other cause whatsoever, unless caused by or due to the
          gross negligence of Landlord, its agents or employees.  Landlord and
          its agents shall not be liable for interference with the light or air
          to the Premises or for any latent defect on the Premises.  Tenant
          shall give prompt notice to Landlord in case of casualty or accidents
          on or about the Premises.

     (b)  Insurance.

          (1)  Liability Coverage.  During the entire Lease Term and at any time
               prior to the Lease Term commencing with the day on which
               possession of the Premises is delivered to Tenant for any reason,
               Tenant shall, at its own expense, maintain commercial general
               liability insurance with minimum amounts of $1,000,000 single
               limit per occurrence and $2,000,000 in the aggregate for personal
               injuries and property damage on or about the Premises to
               indemnify both Landlord and Tenant against any such claims,
               demands, losses, damages, liabilities and expenses. Landlord and
               the management company, if any, employed by Landlord with respect
               to the Building shall be named as additional insureds and shall
               be furnished with a certificate of insurance which shall bear an
               endorsement that the same shall not be canceled except upon not
               less than thirty (30) days' prior written notice to Landlord.

          (2)  Property Coverage.  Tenant shall, at its own expense, maintain
               during the Lease Term and at any time prior to the Lease Term
               commencing with the date on which possession of the Premises is
               delivered to Tenant for any reason, insurance covering its
               furniture, fixtures, equipment, all leasehold improvements and
               inventory in an amount equal not less than 100% of the full
               replacement value thereof as provided by basic form coverage with
               a special form endorsement.

     (c)  Increase in Insurance Premium.  Tenant shall not keep, use, sell or
          offer for sale in or upon the Premises any article which may be
          prohibited by the form of property insurance policy required to be
          carried under this Lease.  Tenant shall pay any increase in premiums
          for

                                       10
<PAGE>

          property (including special form coverage) insurance that may be
          charged during the term of this lease on the amount of such insurance
          which may be carried by Landlord on the Premises, the Building or the
          Property of which the Premises are a part, resulting from Tenant's
          occupancy, whether or not Landlord has consented thereto.  In such
          event, Tenant shall also pay any additional premiums on the insurance
          policy that Landlord may carry for its protection against the loss of
          business income through property damage.  In determining whether
          increased premiums are the result of Tenant's use of the Premises, a
          schedule, issued by the organization setting the insurance rate on the
          Premises, showing the various components of such rate, shall be
          conclusive evidence of the several items and charges which make up the
          property insurance rate on the Premises.  Landlord shall deliver bills
          for such additional premiums to Tenant at such times as Landlord may
          elect, and Tenant shall immediately reimburse Landlord therefore.

     (d)  Waiver of Subrogation.  Landlord and Tenant hereby mutually release
          each other from liability and waive all rights of recovery against
          each other for any loss in or about the Premises, from perils insured
          against under their respective property insurance policies, including
          any special form endorsements thereof, whether due to negligence or
          any other cause.  This paragraph shall, however, be inapplicable if it
          would have the effect, but only to the extent it would have the
          effect, of invalidating any insurance coverage of Landlord or Tenant.
          Tenant shall, at the request of Landlord, execute and deliver to
          Landlord a Waiver of Subrogation in the form and content as required
          by Landlord's insurance carrier.

     (e)  Companies.  Insurance required hereunder shall be issued by companies
          rated A-VII or better in "Bests" Insurance Guide, or such other
          companies approved by Landlord.

     (f)  Certificate of Insurance.  A certificate issued by the insurance
          carrier for each policy of insurance required to be maintained by
          Tenant under the provisions of this Lease shall be delivered to
          Landlord upon or before the delivery of the Premises to Tenant for any
          purpose, and thereafter within thirty (30) days prior to the
          expiration of the term of each such policy.  Each certificate of
          insurance and each policy of insurance required to be maintained by
          Tenant hereunder shall expressly evidence insurance coverage as
          required by this lease.  All such policies shall be written as primary
          policies not contributing with and not in excess of coverage which
          Landlord may carry.


18.  Assignment and Subletting.  Except as provided below, Tenant shall not
     voluntarily or by operation of law assign, mortgage or otherwise encumber
     all or any part of Tenant's interest in this Lease or in the Premises
     without obtaining the prior written consent of Landlord in each instance
     and any attempt to do so without first obtaining such consent shall be
     voidable at the option of Landlord; provided, however, that Landlord shall
     not unreasonably withhold or delay such consent, which consent shall
     require that such assignee, mortgagee or encumbrancee consent to be bound
     by all of the terms and conditions of this Lease.  In the event of any
     sublease or assignment to which Landlord's consent is requested and given,
     Landlord shall collect the rent paid by Tenant's sublessee or assignee
     which is in excess of the rent due under this Lease, on a per rentable
     square foot basis.  In reviewing any request for an assignment of Tenant's
     interest under this Lease, Landlord may take into consideration the credit-
     worthiness and business use of the proposed assignee. Notwithstanding any
     of the foregoing, without the consent of Landlord, Tenant may voluntarily
     or by operation of law assign and delegate this Lease to the surviving
     corporation upon any reorganization, merger, consolidation or acquisition
     of Tenant, and Tenant may assign, sublet and delegate this Lease for all or
     any portion of the Premises to its parent company, any wholly-owned
     subsidiary or any affiliate, provided that both Tenant and any such
     assignee shall both be bound by all of the terms and conditions of this
     Lease.  Use and occupancy by assignee will be consistent with operation and
     maintenance of a First Class office building and will not be in conflict
     with any other Lease in the Building.

                                       11
<PAGE>

     Tenant shall not sublease the Premises without obtaining the prior written
     consent of Landlord, which consent of Landlord shall not be unreasonably
     withheld or delayed, and which consent shall require that such subtenant
     consent to be bound by all of the terms and conditions of this Lease.

     Consent to one assignment, subleasing or other transfer shall not be deemed
     to constitute consent to any subsequent assignment, subleasing or other
     transfer of Tenant's interest in this Lease. Except as expressly provided
     herein, no such assignment or subletting shall relieve Tenant of any
     liability under this Lease regardless of whether such liability arises by
     or through Tenant. Assignment or subletting shall not operate as a waiver
     of the necessity for a written consent to any subsequent assignment or
     subletting, and the terms of such consent shall be binding upon any person
     holding by, under or through Tenant. Landlord may, at its election, collect
     rent directly from such assignee or subtenant. If such consent is
     requested, Landlord reserves the right to terminate this Lease, or if
     consent is requested for subletting less than the entire Premises, Landlord
     reserves the right to terminate this Lease at the date of sublet
     commencement.

     In the event Tenant desires to assign this Lease or sublet the Premises or
     any part hereof, Tenant shall give Landlord written notice at least thirty
     (30) days in advance of the date on which Tenant desires to make such
     assignment or sublease, which notice shall specify: (a) the name, address
     and business of the proposed assignee or sublessee, (b) the amount and
     location of the space affected, and (c) the proposed effective date and
     duration of the subletting or assignment, and (d) current financial
     statements of the proposed assignee or sublessee. Each request for an
     assignment or subletting must be accompanied by a Processing Fee, equal to
     no less than five hundred dollars ($500.00) plus reasonable legal fees, in
     order to reimburse Landlord for expenses, incurred in connection with such
     request.

19.  Holdover.  If Tenant, without the written consent of Landlord, holds over
     after the expiration or termination of the term of this Lease, Tenant shall
     be deemed to be occupying the Premises on a month-to-month tenancy, which
     tenancy may be terminated as provided by the laws of the State of
     Washington.  During such tenancy, Tenant agrees to pay to Landlord rent
     equal to one hundred fifty percent (150%) of the rent as set forth herein,
     unless a different rate shall be agreed upon, and to be bound by all of the
     terms, covenants an conditions herein specified, so far as applicable.

20.  Surrender of Premises.  Upon the expiration or sooner termination of the
     term of this Lease, whether by lapse of time or otherwise, Tenant shall
     promptly and peacefully surrender the Premises to Landlord, and shall
     return to Landlord all keys thereto.

21.  Removal of Property.  Upon the expiration or sooner termination of this
     Lease, Tenant may remove its trade fixtures, office supplies and movable
     office furniture and equipment not attached to the Building provided (a)
     such removal is made prior to the termination or expiration of this Lease,
     (b) Tenant is not in default under any provision of this Lease at the time
     of such removal, and (c) Tenant immediately repairs all damage caused by or
     resulting from such removal.  All other property in the Premises and any
     alterations or additions thereto (including, without limitation, wall-to-
     wall carpeting, paneling, wall covering, or lighting fixtures and
     apparatus) and any other article affixed to the floor, wall or ceiling of
     the Premises shall become the property of Landlord and shall remain upon
     and be surrendered with the Premises, Tenant hereby waiving all rights to
     any payment or compensation therefor.  If, however, Landlord so requests in
     writing, Tenant shall, upon termination of this Lease, remove such
     alterations, additions, fixtures, equipment and property placed or
     installed by Tenant in the Premises subsequent to the completion of the
     tenant improvements to be made pursuant to Exhibit D below and to which
     Landlord withheld its consent under the terms of paragraph 12 above, and
     shall immediately repair any damage caused by or resulting from such
     removal to the condition of the Premises prevailing upon commencement of
     this Lease, reasonable wear and tear excepted.

     If Tenant fails to remove any of its property of any nature whatsoever from
     the Premises or the Building at the termination of this Lease or when
     Landlord has the right of reentry, Landlord may, at its option, remove and
     store said property without liability for loss thereof or damage thereto,

                                       12
<PAGE>

     such storage to be for the account and at the expense of Tenant. If Tenant
     does not pay the cost of storing any such property after it has been stored
     for a period of thirty (30) days or more, Landlord may, at its option, sell
     or permit to be sold any or all of such property at public or private sale
     (and Landlord may become a purchaser at such sale), in such manner and at
     such times and places as Landlord in its sole discretion may deem proper
     without notice to Tenant, and shall apply the proceeds of such sale: first,
     to the cost and expense of such sale, including reasonable attorneys' fees
     actually incurred; second, to the payment of the costs or charges for
     storing any such property; third, to the payment or any other sums of money
     which may then be or thereafter become due Landlord from Tenant under any
     of the terms hereof; and fourth, the balance, if any, to Tenant.

22.  Defaults.

     (a)  Tenant's Defaults.  Time is of the essence hereof, and in the event
          Tenant violates or breaches or fails to keep or perform any covenant,
          agreement, term or condition of this Lease, and if such default or
          violation continues or is not be remedied within five (5) business
          days (or, if no default in the payment of money is involved, then
          within ten (10) days, or if such breach cannot be cured within ten
          (10) days, then Tenant commences a cure within ten (10) days and
          thereafter diligently prosecutes such cure to completion) after notice
          in writing thereof is given by Landlord to Tenant specifying the
          matter claimed to be in default, or if Tenant abandons or vacates the
          Premises or any significant portion thereof, Landlord, at its option,
          may immediately declare Tenant's rights under this Lease terminated,
          and reenter the Premises using such force as may be necessary, and
          repossess itself thereof, as of its former estate, and remove all
          persons and property from the Premises.  Notwithstanding any such
          reentry, the liability of Tenant for the full payment of rent and
          other amounts owed hereunder or provided for herein shall not be
          extinguished for the balance of this Lease, and Tenant shall make good
          to Landlord any deficiency arising from a reletting of the Premises at
          a lesser rent, plus the costs and expenses of renovating, altering and
          reletting the Premises, including attorneys' fees or brokers' fees
          incident to Landlord's reentry or reletting.  Tenant shall pay any
          such deficiency each month as the amount thereof is ascertained by
          Landlord or, at Landlord's option, Landlord may recover, in addition
          to any other sums, the amount at the time of judgment by which the
          unpaid rent for the balance of the term after judgment exceeds the
          amount of rental loss which Tenant proves could be reasonably avoided,
          discounted at the then Federal Discount Rate less two percent (2%).
          The calculation of any amount of rental loss which Tenant claims could
          be reasonably avoided shall take into account those sums which are
          reasonably anticipated to be expended by Landlord for tenant
          improvements, moving expenses, lease assumption costs, real estate
          commissions, and all other costs associated with reletting the
          Premises.  In reletting the Premises, Landlord may grant rent
          concessions and Tenant shall not be credited therefore.  Nothing
          herein shall be deemed to affect the right of Landlord to recover for
          indemnification under Section 17 herein arising prior to the
          termination of this Lease, or for any other remedy at law or in
          equity.

     (b)  Landlord's Defaults.  If Landlord fails to keep and perform any
          covenants and agreements herein contained, and if after written notice
          from Tenant specifying such default and permitting Landlord at least
          thirty (30) days (except in the event of an emergency or a situation
          affecting the tenantable condition of the Premises, in which case
          Landlord will be permitted a reasonable time under the circumstances)
          to remedy same Landlord has failed to remedy such default, then Tenant
          may, but shall not be obligated to, remedy such default.  Landlord
          shall reimburse Tenant for all reasonable costs and expenses incurred
          by Tenant in remedying such default, and such reimbursement shall be
          made within thirty (30) days of Landlord's receipt of an invoice for
          the amount of such costs and expenses.  All rights and remedies of
          Tenant under this Lease are cumulative and are not exclusive of any
          other rights and remedies provided to Tenant under applicable law.

23.  Right to Perform.  If Tenant fails to pay any sum of money, other than
     rent, required to be paid by it hereunder or fails to perform any other act
     on its part to be performed hereunder, and such failure

                                       13
<PAGE>

     continues for five (5) business days after notice thereof by Landlord, or
     such shorter time if reasonable under the circumstances, Landlord may, but
     shall not be obligated so to do, and without waiving or releasing Tenant
     from any obligations of Tenant, make any such payment or perform any such
     other act on Tenant's part to be made or performed as provided in this
     Lease. Landlord shall have (in addition to any other right or remedy of
     Landlord) the same rights and remedies in the event of the nonpayment of
     sums due under this section as in the case of default by Tenant in the
     payment of rent.

24.  Nonwaiver.  Waiver by Landlord of any breach of any term, covenant, or
     condition herein contained shall not be deemed to be a waiver of any
     subsequent breach of the same or any other term, covenant or condition
     herein contained.  The subsequent acceptance of rent hereunder by Landlord
     shall not be deemed to be a waiver of any preceding breach by Tenant of any
     term, covenant, or condition of the Lease, other than the failure of Tenant
     to pay the particular rent so accepted, regardless of Landlord's knowledge
     of such preceding breach at the time of acceptance of such rent.

25.  Costs and Attorneys' Fees.  In the event of any action or proceeding
     arising out of or in connection with this Lease, the substantially
     prevailing party shall be entitled to all costs, expenses and reasonable
     attorneys' fees, with or without suit and on appeal.

26.  Priority.  Tenant agrees that this Lease will be subordinate to any
     mortgage, deed of trust or other lien covering the Premises, upon and
     subject to the following terms and conditions: Tenant's subordination
     hereunder is expressly conditioned on execution and delivery to Tenant by
     each mortgagee, each lienholder and each beneficiary of a deed of trust by
     whom subordination is hereafter requested, of a non-disturbance agreement
     reasonably acceptable to Tenant.  Such agreement shall be in a form
     typically used for commercial tenancies, shall be in recordable form and
     shall recognize Tenant's rights under this Lease in the event Landlord's
     interest is terminated while this Lease is in full force and effect.  Such
     non-disturbance agreement shall include, among other things, a provision to
     the effect that in the event of a termination of the ground or underlying
     lease or foreclosure of the mortgage, deed of trust or other lien in favor
     of said secured party, or upon a sale of the property encumbered thereby
     pursuant to the trustee's power of sale contained therein, or upon a
     transfer of the Building or the Premises by deed in lieu of foreclosure,
     then for so long as Tenant is not in material default under the terms,
     covenants, and conditions of this Lease, this Lease shall continue in full
     force and effect as a direct lease between the owner or succeeding owner of
     the Premises or the Building (as appropriate), as Landlord, and Tenant for
     the balance of the term of this Lease, upon and subject to all of the
     terms, covenants and conditions of this Lease.  Such nondisturbance
     agreement shall not include any terms which are inconsistent with the terms
     of this Lease or which adversely affect Tenant's rights or increase
     Tenant's obligations under this Lease.

     Upon request by Landlord or the landlord under a ground lease or an
     underlying lease, or the holder of any mortgage, lien or deed of trust now
     existing or that may hereafter be placed upon the Land, Premises or the
     Building, Tenant will promptly execute an agreement of subordination, non-
     disturbance and attornment in form acceptable to such requestor which is
     consistent with the foregoing.


27.  Nondisturbance.


     (a)  Subordination.  This Lease shall be subject and subordinate to any
          first mortgage or deed of trust now existing or hereafter placed upon
          the Land, the Building, or the Premises, created by or at the instance
          of Landlord, and to any and all advances to be made thereunder, and to
          interest thereon and all modifications, renewals, and replacements or
          extensions thereof ("Landlord's Mortgage").

                                       14
<PAGE>

     (b)  Foreclosure.  In the event of a foreclosure under Landlord's Mortgage,
          this Lease shall continue in full force and effect, Tenant's
          possession of the Premises shall not be disturbed provided Tenant is
          not in default under this Lease, and Tenant will attorn to and
          recognize the mortgagee or purchaser at a foreclosure sale as Tenant's
          landlord for the remainder of the Lease Term.  The successor landlord
          shall not be bound by (i) any payment of Rent or Additional Rent for
          more than one month in advance, except the security Deposit and free
          rent, if any, specified in this Lease; (ii) any amendment,
          modification or termination of this Lease without the successor
          landlord's consent after Tenant is notified of the successor
          landlord's succession, unless the amendment, modification, or
          termination is specifically authorized by this Lease and does not
          require Landlord's prior agreement or consent; or (iii) any liability
          for any act or omission of prior landlord.

     (c)  Self-Operating.  This Section is self-operating; provided, however
          Tenant shall promptly execute and deliver any document required by
          Landlord or the holder of Landlord's Mortgage necessary to confirm the
          agreement set forth in this Section.

28.  Estoppel Certificates.  Landlord and Tenant shall, at any time and from
     time to time during any term of the Lease, upon not less than fifteen (15)
     days' prior written request from the other, execute, acknowledge and
     deliver to the other or its designee a statement in writing certifying: (1)
     the date this Lease was executed and the date it expires; (2) the date of
     occupancy; (3) the amount of minimum monthly rent and the date to which
     such rent has been paid; (4) that this Lease is unmodified and in full
     force and effect (or, if modified, stating with specificity the nature of
     such modification); (5) that this Lease represents the entire agreement
     between the parties as to this leasing; (6) that there is not, to its
     knowledge, any default by the other hereunder, or, if any default is
     alleged, then specifying such default; (7) that on that date there are no
     existing defenses or offsets which that party has against the enforcement
     of this Lease by the other; and (8) that no security has been deposited
     with Landlord (or, if so, the amount thereof).  Any such statement shall be
     provided by the party requesting its completion, and such statement may be
     conclusively relied upon by any prospective purchaser or encumbrancer of
     the Premises or assignee or encumbrancer of Tenant's interest under this
     Lease.  In the event of the failure to deliver such statement within such
     time, the requested party shall be conclusively deemed to have admitted the
     accuracy of any information supplied by the requestor to a prospective
     purchaser or mortgagee related to any of the matters described in (1)
     through (8) above, and such admission may be conclusively relied upon by
     any prospective purchaser or encumbrancer of the Premises or assignee or
     encumbrancer of Tenant's interest under this Lease.

29.  Transfer of Landlord's Interest.  This Lease is assignable by Landlord
     without the consent of Tenant.  In the event of any transfer or transfers
     of Landlord's interest in the Premises or the Building, other than a
     transfer for security purposes only, the transferor will be automatically
     relieved of any and all obligations and liabilities on the part of Landlord
     accruing from and after the date of such transfer, and Tenant agrees to
     attorn to the transferee.

30.  Condemnation.  If all of the Premises, or such portions of the Building as
     may be required for the reasonable use of the Premises, are taken by
     eminent domain, this Lease will automatically terminate as of the date
     Tenant is required to vacate the Premises and all rents will be paid to
     that date.  In case of a taking of a part of the Premises, or a portion of
     the Building not required for the reasonable use of the Premises, this
     Lease will continue in full force and effect and the rent will be equitably
     reduced based on the proportion by which the floor area of the Premises is
     reduced, such rent reduction to be effective as of the date possession of
     such portion is delivered to the condemning authority.  Landlord reserves
     all rights to receive monetary damages to the Premises for any taking by
     eminent domain, and Tenant hereby assigns to Landlord any right Tenant may
     have to such damages or award; and Tenant shall make no claim against
     Landlord for damages for termination of the leasehold interest or
     interference with Tenant's business.  Tenant shall have the right, however,
     to claim and recover from the condemning authority compensation for any
     loss to which Tenant may be put for Tenant's moving expenses, provided that
     such damages may be claimed only if they are

                                       15
<PAGE>

     awarded separately in the eminent domain proceedings, and not as a part of
     the damages recoverable by Landlord.

31.  Advertising.  Tenant shall not inscribe any inscription, or post, place or
     in any manner display any sign, notice, picture, placard or poster, or any
     advertising matter whatsoever, anywhere in or about the Premises or the
     Building at places visible (either directly or indirectly as an outline or
     shadow on a glass pane) from anywhere outside the Premises without first
     obtaining Landlord's written consent thereto.  Any such consent by Landlord
     shall be upon the understanding and condition that Tenant, at its sole cost
     and expense, will remove the same at the expiration or sooner termination
     of this Lease and will repair any damage to the Premises or the Building
     caused thereby. Notwithstanding the foregoing, Landlord hereby grants
     Tenant the non-exclusive right to install signs on the monument sign
     adjacent to the Building.  Tenant's right to do so is subject to City of
     Bellevue regulations, the installation being completed in a good and
     workmanlike manner, and Landlord's review and approval of the design and
     location of the signs, which approval shall not be unreasonably withheld.
     The design, construction, installation and removal of all signs is at the
     sole cost and expense of Tenant.

32.  Parking.  Subject to the provisions of paragraph 1(i) above, parking shall
     at all times be governed by rules and regulations established by Landlord,
     which may be changed with reasonable discretion from time to time.

     From 7:00 a.m. to 5:00 p.m., Monday through Friday, except for legal
     holidays, and at no additional charge during the initial term (except for
     the payment of any parking tax subsequently imposed by a governmental
     authority), Landlord shall provide parking at a ratio of four (4)
     spaces/one thousand (1000) RSF on a non-exclusive basis in the surface
     parking lots.

     Landlord represents and warrants to Tenant that Landlord is unable to
     provide parking to Tenant on an exclusive basis at any time during the
     Lease term, except as specifically provided in the preceding paragraph. If
     Tenant experiences a problem with the parking at the Building such that
     Tenant's allotted parking spaces are unavailable to it on a consistent
     basis, and so informs Landlord, then Landlord shall take such measures,
     such as monitoring or valet parking, as are reasonably necessary to correct
     the problem, and such expenses shall be charged to Tenant as additional
     rent. Tenant acknowledges that the parking lot is used and may be used
     jointly by other tenants under a parking access agreement managed by
     Landlord.

33.  Execution of Lease by Landlord.  The submission of this document for
     examination and negotiation does not constitute an offer to lease, or a
     reservation of, or option for the Premises.  This document will become
     effective and binding only upon approval of this Lease by the party holding
     the mortgage or deed of trust encumbering the Building and the Land, and
     upon the full execution of this Lease by Landlord and its delivery to
     Tenant.  No act or omission of any employee or agent of Landlord or of
     Landlord's broker shall alter, change or modify any of the provisions
     hereof.

34.  Landlord's Liability.  Anything in this Lease to the contrary
     notwithstanding, covenants, undertakings and agreements herein made on the
     part of Landlord are made and intended not as personal covenants,
     undertakings and agreements or for the purpose of binding Landlord
     personally or the assets of Landlord except Landlord's interest in the
     Premises and the Building, but are made and intended for the purpose of
     binding only Landlord's interest in the Premises and the Building.  No
     personal liability or personal responsibility is assumed by, nor shall at
     anytime be asserted or enforceable against Landlord or its partners and
     their respective heirs, legal representatives, successors and assigns on
     account of this Lease or on account of any covenant, undertaking or
     agreement of Landlord contained in this Lease.

35.  Broker.  Tenant was represented in this lease transaction by Tim Chin/
     Colliers and Landlord was represented in this lease transaction by Jeff
     Jochums/ Colliers.  No other finder or broker participated in this lease
     transaction or is entitled to compensation on account of this lease
     transaction.

                                       16
<PAGE>

     (a)  Representation and Indemnity Regarding Brokers.  Tenant and Landlord
          each represent and warrant to the other that they have not engaged any
          broker, finder or other person who would be entitled to any commission
          or fee in respect of the negotiation, execution or delivery of this
          Lease except for those brokers identified in paragraph 35 hereof, and
          each shall indemnify and hold harmless the other against any loss,
          cost, liability or expense incurred by the other as a result of any
          claim asserted by any other 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 or Landlord.

36.  Corporate Authority.  Where Tenant is a corporation, each individual
     executing this Lease on behalf of Tenant represents and warrants that he or
     she is duly authorized to execute and deliver this Lease on behalf of
     Tenant, in accordance with a duly adopted resolution of the Board of
     Directors of Tenant.  Tenant shall, within thirty (30) days after execution
     of this Lease, deliver to Landlord a certified copy of a resolution of the
     Board of Directors of Tenant authorizing or ratifying the execution of this
     Lease.

37.  Additional Landlord Warranties.

     (a)  Quiet Enjoyment.  Landlord warrants and covenants that, during all
          terms of this Lease, Tenant will have the exclusive right to
          possession and quiet enjoyment of the Premises and will have, hold and
          enjoy the Premises peacefully and quietly, without any manner of let,
          suit, trouble or hindrance so long as Tenant complies with all
          material provisions of this Lease.

     (b)  Hazardous Wastes.  Landlord represents and warrants, to the best of
          its knowledge without special inquiry, that no hazardous wastes,
          hazardous substances, dangerous wastes or other contaminants, as
          defined in applicable federal, state and/or local statutes or
          regulations ("Contaminants") are being or have in the past been
          generated, treated or disposed on or at the Premises or the Building.
          Landlord shall not use, generate, treat, store or dispose of any
          Contaminants on the Premises or in the Building except in accordance
          with any law, ordinance, rule or regulation of any governmental
          authority having jurisdiction over the Premises or the Building.  If
          Landlord breaches the obligations stated in the preceding sentence, or
          if the presence of Hazardous Material on the Premises or Building
          caused by Landlord results in contamination of the Premises or
          Building, then Landlord shall indemnify, defend and hold Tenant
          harmless from any and all claims, judgments, damages, penalties,
          fines, costs, liabilities, or losses (including, without limitation,
          diminution in value of the Premises, damages for the loss or
          restriction on the use of Tenant's rentable or usable space, and sums
          paid in settlement of claims, attorneys' fees, consultant fees and
          expert fees) which arise during or after the lease term as a result of
          Contamination.  Any generation, treatment, storage, release or
          disposal of Contaminants by Tenant, its employees or agents shall not
          fall within the scope of the foregoing indemnity.  The foregoing
          representations and warranties contained in this paragraph shall not
          be binding upon any mortgagee, and such mortgagee's successors and
          assigns, who holds a mortgage or deed of trust encumbering the Land
          and who succeeds to the interest of Landlord under this Lease as a
          result of foreclosure or otherwise, or upon any successor in interest
          to Landlord who purchases the interest of Landlord in the Land at a
          foreclosure sale conducted for the benefit of such mortgagee.

38.  General Provisions.

     (a)  Section Headings.  The title of sections of this Lease are not a part
          of this Lease and shall have no effect upon the construction or
          interpretation of any part hereof.

     (b)  Governing Law.  This Lease shall be construed and governed by the laws
          of the State of Washington.

                                       17
<PAGE>

     (c)  Binding on Successors.  All of the covenants, agreements, terms and
          conditions contained in this Lease shall apply to and be binding upon
          Landlord and Tenant and their respective heirs, executors,
          administrators, successors and assigns.

     (d)  Entire Agreement.  This Lease contains all covenants and agreements
          between Landlord and Tenant relating in any manner to the rent, use
          and occupancy of the Premises and Tenant's use of the Building and
          other matters set forth in this Lease.  No prior agreements or
          understanding pertaining to the same shall be valid or of any force or
          effect and the covenants and agreements of this Lease shall not be
          altered, modified, or added to except in writing signed by Landlord
          and Tenant.  Any provision of this Lease which shall prove to be
          invalid, void or illegal shall in no way affect, impair or invalidate
          any other provision hereof and the remaining provisions hereof shall
          nevertheless remain in full force and effect.

     (e)  Name of Building.  Landlord reserves the right to name and re-name the
          Building from time to time, and to install signs accordingly, without
          compensation, but only with prior written notice to Tenant.

     (f)  Invalidity of Provisions.  The invalidity of all or any part of any
          section of this Lease will not render invalid the remainder of this
          Lease or the remainder of such section.  If any provision of this
          Lease is so broad as to be unenforceable, such provision will be
          interpreted to be only so broad as is enforceable.

     (g)  Exhibits.  The following exhibits are made a part of this Lease:

               Exhibit A - Legal Description of Land
               Exhibit B - Parking Plan
               Exhibit C - Plan of the Premises
               Exhibit D - Tenant Improvements
               Exhibit E - Rules & Regulations
               Exhibit F - Certificate of Corporate Resolution of Tenant
               Exhibit G - Option to Extend

                                       18
<PAGE>

     IN WITNESS WHEREOF, this Lease has been executed the day and year first
above set forth.


                                        LANDLORD:

                                        STERLING REALTY ORGANIZATION CO.,
                                        a Washington corporation


                                        By: /s/ David Schooler
                                           ------------------------------
                                            David Schooler, President



                                        TENANT:

                                        INTERACTIVE OBJECTS, INC.
                                        a Washington corporation


                                        By: /s/ Steven G. Wollach
                                           ------------------------------
                                            Steven G. Wollach, President & CEO

                                       19
<PAGE>

STATE OF WASHINGTON   )
                      ) ss.
COUNTY OF KING        )

     THIS IS TO CERTIFY that on this 13th day of October, 1999, before me, the
undersigned, a notary public in and for the State of Washington, duly
commissioned and sworn, personally appeared DAVID SCHOOLER, to me known to be
the President of STERLING REALTY ORGANIZATION CO., a Washington corporation, the
corporation that executed the within and foregoing instrument, and acknowledged
the said instrument to be the free and voluntary act and deed of said
corporation for the uses and purposes therein mentioned, and on oath stated that
said individual was authorized to execute said instrument.

WITNESS my hand and official seal the day and year in this certificate first
above written.

                                   /s/ Donna M. Riggers
                                   -------------------------------------
                                   (Signature)

                                   Donna M. Riggers
                                   ----------------------------------
                                   (Please print name legibly)

                                   NOTARY PUBLIC in and for the
                                   State of Washington, residing
                                   at Bothell, WA
                                   My commission expires 9-18-01



STATE OF WASHINGTON  )
                     ) ss.
COUNTY OF KING       )


     THIS IS TO CERTIFY that on this 13th day of October, 1999, before me, the
undersigned, a notary public in and for the State of Washington, duly
commissioned and sworn, personally appeared Stephen G. Wollach, to me known to
be the President of Interactive Objects, Inc., the person that executed the
within and foregoing instrument, and acknowledged the said instrument to be the
free and voluntary act and deed of said Corporation for the uses and purposes
therein mentioned, and on oath stated that he was authorized to execute said
instrument.

     WITNESS my hand and official seal the day and year in this certificate
first above written.

                                          /s/ Edward P. Winskill
                                          -------------------------------------
                                          (Signature)

                                          Edward P. Winskill
                                          ----------------------------------
                                          (Please print name legibly)

                                          NOTARY PUBLIC in and for the
                                          State of Washington, residing
                                          at Seattle
                                          My commission expires 4/19/03

                                       20
<PAGE>

                                   EXHIBIT A
                                      TO
                                LEASE AGREEMENT


                           Legal Description of Land


Parcel C

All that certain real property situate in the County of King, State of
Washington, being a portion of the south half of the northwest quarter of the
southeast quarter of Section 9, Township 24 North, Range 5 East, W.M., in King
County, Washington, and being more particularly described as follows:

Beginning at the southwesterly corner of the southeast quarter of the northwest
quarter of the southeast quarter of Section 9, Township 24 North, Range 5 East,
W.M., in King County, Washington;
thence from said Point of Beginning along the south line of the southwest
quarter of the northwest quarter of the southeast quarter of said Section 9
north 87 degrees 22'54" west 32.98 feet;
thence north 01 degree 08'52" east 166.07 feet;
thence north 33 degrees 59'03" east 61.63 feet;
thence south 87 degrees 22'23" east 274.45 feet;
thence south 02 degrees 37'06" west 218.60 feet to a point on the south line of
said south half of the northwest quarter of the southeast quarter of Section 9;
thence along last said south line north 87 degrees 22'54" west 269.29 feet to
the True Point of Beginning.

                                       1
<PAGE>

                                  EXHIBIT A-1
                                      TO
                                LEASE AGREEMENT


                         Legal Description of Project


All that certain real property situate in the County of King, State of
Washington, being a portion of the south half of the northwest quarter of the
southeast quarter of Section 9, Township 24 North, Range 5 East, W.M., in King
County, Washington, and being more particularly described as follows:

Beginning at the southwesterly corner of the southeast quarter of the northwest
quarter of the southeast quarter of Section 9, Township 24 North, Range 5 East,
W.M., in King County, Washington;
thence from said Point of Beginning along the south line of the southwest
quarter of the northwest quarter of the southeast quarter of said Section 9
north 87 degrees 22'54" west 32.98 feet;
thence north 01 degree 08'52" east 166.07 feet;
thence north 33 degrees 59'03" east 61.63 feet;
thence south 87 degrees 22'23" east 274.45 feet;
thence south 02 degrees 37'06" west 218.60 feet to a point on the south line of
said south half of the northwest quarter of the southeast quarter of Section 9;
thence along last said south line north 87 degrees 22'54" west 269.29 feet to
the True Point of Beginning.

(ALSO KNOWN as Parcel C of boundary line adjustment recorded under Recording
Number 9101239007.)

TOGETHER WITH a non-exclusive reciprocal easement for common parking and access
as contained in instrument recorded under Recording Number 8903140587.

TOGETHER WITH a non-exclusive easement for ingress, egress and utilities as
contained in instrument recorded under Recording Number 8506270469 and as
amended by instrument recorded under Recording Number 9101100008.

                                       1
<PAGE>

                                   EXHIBIT B
                                      TO
                                LEASE AGREEMENT


                                 Parking Plan


                                [see attached]


                                       1
<PAGE>

                                   EXHIBIT C
                                      TO
                                LEASE AGREEMENT



                             Plan of the Premises


                                [see attached]


                                       i

<PAGE>

                                   EXHIBIT D
                                      TO
                                LEASE AGREEMENT


                              Tenant Improvements



1. Landlord will provide building standard paint and carpet of Tenant's color
   choice to the premises.

2. Landlord will provide the buildout of two standard size offices and up to 6
   power poles in the open areas and outlets as shown on the approved plan.
   Tenant will provide data and telcom outlets and lines.


                                       i
<PAGE>

                                   EXHIBIT E
                                      TO
                                LEASE AGREEMENT


                              Rules & Regulations

1.   No sign, placard, picture, advertisement, name or notice shall be installed
     or displayed on any part of the outside or inside of the Building without
     the prior written consent of the Landlord.  Landlord shall have the right
     to remove, at Tenant's expense and without notice, any sign installed or
     displayed in violation of this rule.  All approved signs or lettering on
     doors and walls shall be printed, painted, affixed or inscribed at the
     expense of Tenant by a person chosen by Landlord.

2.   If Landlord objects in writing to any curtains, blinds, shadow, screens or
     hanging plants or other similar objects attached to or used in connection
     with any window or door of the Premises, Tenant shall immediately
     discontinue such use.  No awning shall be permitted on any part of the
     Premises.  Tenant shall not place anything against or near glass partitions
     or doors or windows which may appear unsightly from outside the Premises.

3.   Tenant shall not obstruct any sidewalk, halls, passages, exits, entrances,
     elevators, escalators, or stairways of the Building.  The halls, passages,
     exits, entrances, shopping malls, elevators, escalators and stairways are
     not open to the general public.  Landlord shall in all cases retain the
     right to control and prevent access thereto of all persons whose presence
     in the judgment of Landlord would be prejudicial to the safety, character,
     reputation and interest of the Building and its tenants; provided that
     nothing herein contained shall be construed to prevent such access to
     persons with whom any tenant normally deals in the ordinary course or its
     business, unless such persons are engaged in illegal activities.  No tenant
     and no employee or invitee of any tenant shall go upon the roof of the
     Building.

4.   The directory of the Building will be provided exclusively for the display
     of the name and location of tenants only, and Landlord reserves the right
     to exclude any other names therefrom.

5.   All cleaning and janitorial services for the Building and the Premises
     shall be provided exclusively through Landlord, and except with the written
     consent of Landlord, no person or persons other than those approved by
     Landlord shall be employed by Tenant or permitted to enter the Building for
     the purpose of cleaning the same.  Tenant shall not cause any unnecessary
     labor by carelessness or indifference to the good order and cleanliness of
     the Premises.  Landlord shall not in any way be responsible to any Tenant
     for any loss of property on the Premises, however occurring, or for any
     damage to Tenant's property by the janitor or any other employee or any
     other person.

6.   Landlord will furnish Tenant, free of charge, two keys to each door lock in
     the Premises.  Landlord may make a reasonable charge for any additional
     keys.  Tenant shall not make or have made additional keys, and Tenant shall
     not alter any lock or install a new additional lock or bolt on any door of
     the Premises.  If Tenant installs a separate security system, Tenant shall
     provide Landlord with card keys or passwords for emergency access.  Tenant,
     upon the termination of its tenancy, shall deliver to Landlord the keys of
     all doors which have been furnished to Tenant, and in the event of any keys
     so furnished, shall pay Landlord therefore.

7.   If Tenant requires telegraphic, telephonic, security system or similar
     services, it shall first obtain, and comply with, Landlord's instructions
     for their installation.


                                       1
<PAGE>

8.   Tenant shall not place a load upon any floor of the Premises which exceeds
     the load per square foot for which such floor was designed to carry and
     which is allowed by law.  Landlord shall have the right to prescribe the
     weight, size and position of all equipment, materials, furniture or other
     property brought into the Building.  Heavy objects shall, if considered
     necessary by Landlord, stand on such platforms as determined by Landlord to
     be necessary to properly distribute the weight.  Business machines and
     mechanical equipment belonging to Tenant, which cause noise or vibration
     that may be transmitted to the structure of the Building or to any space
     therein or to any other tenant in the Building, shall be placed and
     maintained by Tenant, at Tenant's expenses, on vibration eliminators or
     other devices sufficient to eliminate noise or vibration.  The persons
     employed to move such equipment in or out of the Building must be
     acceptable to Landlord.  Landlord will not be responsible for loss of, or
     damage to, any such equipment or other property from any cause, and all
     damage done to the Building by maintaining or moving such equipment or
     other property shall be repaired at the expense of Tenant.

9.   Tenant shall not use or keep in the Premises any kerosene, gasoline or
     inflammable or combustible fluid or material other than those limited
     quantities necessary for the operation or maintenance of office equipment.
     Tenant shall not use or permit to be used in the Premises any foul or
     noxious gas or substance, or permit or allow the Premises to be occupied or
     used in a manner offensive or objectionable to Landlord or other occupants
     of the Building by reason of noise, odors or vibrations, nor shall Tenant
     bring into or keep in or about the Premises any birds or animals.

10.  Tenant shall not use any method of heating or air-conditioning other than
     that supplied by Landlord.

11.  Tenant shall not waste electricity, water or air-conditioning and agrees to
     cooperate fully with Landlord to assure the most effective operation of the
     Building's heating and air-conditioning and to comply with any governmental
     energy-saving rules, laws or regulations of which Tenant has actual notice,
     and shall refrain from attempting to adjust controls.

12.  Landlord reserves the right, exercisable without notice and without
     liability to Tenant, to change the name and street address of the Building.

13.  Landlord reserves the right to exclude from the Building between the hours
     of 6 p.m. and 7 a.m. the following day, or such other hours as may be
     established from time to time by Landlord, and on Sundays and legal
     holidays, any person unless that person is known to the person or employee
     in charge of the Building and has a pass or is properly identified.  Tenant
     shall be responsible for all persons for whom it requests passes and shall
     be liable to Landlord for all acts of such persons.  Landlord shall not be
     liable for damages for any error with regard to the admission to or
     exclusion from the Building of any person.  Landlord reserves the right to
     prevent access to the Building in case of invasion, mob, riot, public
     excitement or other commotion by closing the doors or by other appropriate
     action.

14.  Tenant shall close and lock the doors of its Premises and entirely shutoff
     all water faucets or other water apparatus, and electricity, gas or air
     outlets before Tenant and its employees leave the Premises.  Tenant shall
     be responsible for any damage or injuries sustained by other tenants or
     occupants of the Building or by Landlord for noncompliance with this rule.

15.  The Building is a no-smoking building.  Tenant, its employees, agents,
     guests, invitees, and licensees are prohibited at all times from smoking
     within the Building, the Premises, the Common Area or the Land, except in
     designated smoking areas outside the Building and the Premises, which shall
     be identified by Landlord from time to time.


                                       2
<PAGE>

16.  The toilet rooms, toilets, urinals, wash bowls and other apparatus shall
     not be used for any purpose other than that for which they were constructed
     and no foreign substance of any kind whatsoever shall be thrown therein.
     The expenses of any breakage, stoppage or damage resulting from the
     violation of this rule shall be borne by the Tenant who, or whose employees
     or invitees, shall have caused it.

17.  Tenant shall not sell, or permit the sale at retail, of newspapers,
     magazines, periodicals, theater tickets or any other goods or merchandise
     to the general public in or on the Premises.  Tenant shall not make any
     room-to-room solicitation of business from other tenants in the Building.
     Tenant shall not use the Premises for any business or activity other than
     that specifically provided or in Tenant's Lease.

18.  Tenant shall not install any radio or television antenna, telecom
     equipment, loudspeaker or other device on the roof or exterior walls of the
     Building.  Tenant shall not interfere with radio or television broadcasting
     or reception from or in the Building or elsewhere.

19.  Tenant shall not mark, drive nails, screws or drill into the partitions,
     woodwork or plaster or in any way deface the Premises or any part thereof.
     Landlord reserves the right to direct electricians as to where and how
     telephone and telegraph wires are to be introduced to the Premises.  Tenant
     shall not cut or bore holes for wires.  Tenant shall not affix any floor
     covering to the floor of the premises in any manner except as approved by
     Landlord.  Tenant shall repair any damage resulting from noncompliance with
     this rule, except that Tenant shall be permitted to use nails, screws, or
     other hardware necessary to hang artwork, display boards and other standard
     office fixtures.

20.  Canvassing, soliciting and distribution of handbills or any other written
     material, and peddling in the Building are prohibited, and each tenant
     shall cooperate to prevent the same.

21.  Landlord reserves the right to exclude or expel from the Building any
     person who, in Landlord's judgment, is intoxicated or under the influence
     of liquor or drugs or who is in violation of any of the Rules and
     Regulations of the Building.

22.  Tenant shall store all trash and garbage within its Premises.  Tenant shall
     not place in any trash box or receptacle any material which cannot be
     disposed of in the ordinary and customary manner of trash and garbage
     disposal.  All garbage and refuse disposal shall be made in accordance with
     directions issued from time to time by Landlord.  Disposal of any large
     debris will be at Tenant's expense.

23.  The Premises shall not be used for the storage of merchandise hold for sale
     to the general public, or for lodging or for manufacturing of any kind, nor
     shall the Premises be used for any improper or immoral or objectionable
     purpose.

24.  Microwave cooking is permitted on the Premises, as is use by Tenant of
     Underwriters' Laboratory approved equipment for brewing coffee, tea, hot
     chocolate and similar beverages, provided that such equipment is used in
     accordance with all applicable federal, state, county and city laws, codes,
     ordinances, rules and regulations.  Tenant is not allowed to use space
     heaters in the Premises.  All appliance outlets shall be equipped and
     operated by mechanical timers.

25.  Tenant shall not use in any space or in the public halls of the Building
     any hand truck except those equipped with rubber tires and side guards or
     such other material-handling equipment as Landlord may approve.  Tenant
     shall not bring any other vehicles of any kind into the Building.


                                       3
<PAGE>

26.  Without the written consent of Landlord, Tenant shall not use the name of
     the Building in connection with or in promoting or advertising the business
     of Tenant except as Tenant's address.

27.  Tenant shall comply with all safety, fire protection and evacuation
     procedures and regulations established by Landlord or any governmental
     agency.

28.  Tenant assumes any and all responsibility for protecting its Premises from
     theft, robbery, and pilferage, which includes keeping doors locked and
     other means of entry into the Premises closed.

29.  The requirements of Tenant will be attended to only upon appropriate
     application to the office of the building by an authorized individual.
     Employees of Landlord shall not perform any work or do anything outside of
     their regular duties unless under special instructions from Landlord, and
     no employee of Landlord will admit any person (Tenant or otherwise) to any
     office without specific instructions from Landlord.

30.  Tenant shall not park its vehicles in any parking areas designated by
     Landlord as areas for parking by visitors to the Building.  Tenant shall
     not leave vehicles in the Building parking areas overnight nor park any
     vehicles in the Building parking areas other than automobiles, motorcycles,
     motor driven or non-motor driven bicycles or four-wheeled trucks.

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

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

33.  Landlord reserves the right to make such other and reasonable Rules and
     Regulations as, in its judgment, may from time to time be needed for safety
     and security, for care and cleanliness of the Building and for the
     preservation of good order therein.  Tenant agrees to abide by all such
     Rules and Regulations hereinabove stated and any additional rules and
     regulations which are adopted.

34.  Tenant shall be responsible for the observance of all of the foregoing
     rules by Tenant's employees, agents, clients, customers, invitees and
     guests.


                                       4
<PAGE>

                                   EXHIBIT F
                                      TO
                                LEASE AGREEMENT



                 Certificate of Corporate Resolution of Tenant

     I, ___________________, hereby certify that I am the duly elected,
qualified, and acting Secretary of ____________________________, a corporation
duly organized under the laws of the state of Washington (the "Corporation").  I
further certify that on the _____ day of ___________, 1999, the following
resolution was duly adopted by the directors of the Corporation, and that the
resolution is now in full force and effect and has not been altered, amended,
modified or repealed:

     RESOLVED, that ____________________, the ________________ of the
     Corporation, or ______________, the ______________ of the Corporation, are
     hereby each individually authorized to sign the Lease Agreement between the
     Corporation and Sterling Realty Organization Co. (the "Landlord") dated
     _________________ with respect to Premises identified as Suite ______ of
     the building located at ____________, Bellevue, Washington, and after its
     execution and delivery by the Corporation and the Landlord, the Lease will
     be a binding and enforceable obligation of the Corporation in accordance
     with its terms.

     I hereby certify that: (1) the above Resolution was duly passed at a
special and/or general meeting of the Board of Directors of the Corporation held
on ___________________ at which were present and voting a majority of the
directors; (2) the above Resolution has been duly recorded in the minute book of
the Corporation; (3) there are no provisions in the Articles of Incorporation or
Bylaws of the Corporation that would impair or modify the effectiveness of the
above Resolution; (4) the Resolution has not been altered or amended subsequent
to its adoption; and (5) said Resolution is now in full force and effect.

     WITNESS MY HAND this _______ day of _____________, 1999.


                                           ________________________________

                                           By: ____________________________

                                               ________________, Secretary


                                       5
<PAGE>

                                   EXHIBIT G
                                      TO
                                LEASE AGREEMENT



                               Option to Extend


Landlord and Tenant hereby agree the Lease Term may be extended for a period of
five (5) years (the "Extended Term") at the election of Tenant, exercised by
delivery to Landlord of a written notice delivered not later than one hundred
eighty (180) days and not earlier than two hundred seventy (270) days prior to
the end of the initial Lease Term (the "Option Notice"), so long as (i) Tenant
is not and has never been in default under the terms of this Lease; and (ii)
Tenant has not assigned this Lease, nor sublet the Premises in whole or in part
other than to a parent, subsidiary, or affiliated company.  In the event option
to renew is exercised by an affiliate of Tenant, Tenant shall be jointly and
severally liable with the assignee for the payment of rent and the performance
of all terms, covenants, and conditions of this Lease during the option period.
Rent for the Premises at the commencement of any Extended Term shall be
determined in accordance with the following procedure:

(a)  Promptly following receipt by Landlord of Tenant's Option Notice, Landlord
     and Tenant shall attempt to reach agreement on the initial Rent for the
     Extended Term in question, which Rent shall be at the then current fair
     market rental value for the Premises.  If Landlord and Tenant are able to
     agree on the Rent for the Extended Term in question, Landlord and Tenant
     shall immediately execute an amendment to this Lease stating the initial
     Rent for such Extended Term.

(b)  If the parties are unable to agree on the Rent for the Extended Term within
     thirty (30) days following Landlord's receipt of the Option Notice, then
     each party, at its cost and by giving notice to the other party, shall have
     twenty (20) days within which to appoint an MAI certified real estate
     appraiser with at least five (5) years' full-time commercial appraisal
     experience in Bellevue, Washington, to appraise and set the initial Rent
     for such Extended Term in accordance with the then current fair market
     rental value for the highest and best use of the Premises.  If either party
     does not appoint an appraiser within such twenty (20) day period, the
     single appraiser appointed shall be the sole appraiser and shall set the
     initial Rent for the Extended Term.  If two appraisers are appointed by the
     parties, as stated in this paragraph, they shall meet promptly and attempt
     to set the initial minimum Rent for the Extended Term.  If they are unable
     to agree within thirty (30) days after the second appraiser has been
     appointed, the two appraisers shall elect a third appraiser meeting the
     qualifications stated above within twenty (20) days after the last day the
     two appraisers are given to set the initial Rent for the Extended Term.
     Each of the parties shall bear one-half (1/2) of the cost of appointing the
     cost of the third appraiser and of paying the third appraiser's fee.  The
     third appraiser, however selected, shall be a person who has not previously
     acted in any capacity for either party.

(c)  Within twenty (20) days after the selection of the third appraiser, a
     majority of the appraisers shall set the initial Rent for the Extended
     Term.  If a majority of the appraisers are unable to set the Rent within a
     stipulated period of time, the two closest appraisers shall be added
     together and their total divided by two (2); the resulting quotient shall
     be the Rent for the Premises during the Extended Term.  In no event,
     however, shall Rent for the Extended Term be less than the Rent for the
     immediately preceding period of the Lease Term.


                                       i