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                                                                   EXHIBIT 10.29

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                       WORLD TRADE CENTER - WEST BUILDING




                                 LEASE AGREEMENT


                                     BETWEEN


                                 PORT OF SEATTLE


                                    LANDLORD




                                       AND


                               XYPOINT CORPORATION


                                     TENANT
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                                 LEASE AGREEMENT
                       WORLD TRADE CENTER - WEST BUILDING


       THIS LEASE made this 25th day of November 1998 ("Effective Date")
between the PORT OF SEATTLE, a Washington municipal corporation ("Landlord"),
and XYPOINT CORPORATION, a Washington corporation ("Tenant").

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

1.     LEASE DATA DEFINITIONS AND EXHIBITS

       The following terms as used in this Lease shall have the meanings
       provided in this Section, unless otherwise specifically modified by
       provisions of this Lease:

       a.     Building

              "Building" shall mean The World Trade Center West Building, or
              such other name as Landlord may designate from time to time,
              situated on a portion of the real property located in the City of
              Seattle, legally described in its entirety on Exhibit A attached
              hereto and incorporated herein, and with an address of 2200
              Alaskan Way, Seattle, Washington 98121 in King County.

       b.     Premises

              "Premises" shall mean 3,847 rentable square feet located on the
              First (1st) floor of the Building ("Data Center") and 18,559
              rentable square feet located on the Second (2nd) floor of the
              Building, as outlined on the floor plans attached hereto and
              incorporated herein as Exhibit B.

       c.     Improvements

              "Landlord Improvements" shall mean the shell and core improvements
              made by the Landlord to the Premises as described in Exhibit C
              attached hereto and incorporated herein. "Tenant Improvements"
              shall mean the improvements to the Premises made by Tenant.

       d.     Tenant's Pro Rata Share

              "Tenant's Pro Rata Share" shall mean 32.24%.

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              In the event that a portion of the Building is damaged or
              condemned or any other event occurs which alters the rentable area
              of the Premises or the rentable area of the Building, Landlord may
              adjust Tenant's Pro Rata Share of the Building to properly
              reflect the proportion of the rentable area of the Building (as
              altered by such event) which is attributable to the rentable area
              of the Premises (as altered by such event).

       e.     Possession Date and Rent Commencement Date

              "Possession Date" shall mean December 1, 1998. "Rent Commencement
              Date" shall mean April 1, 1999, or upon completion of Tenant
              Improvements, whichever is earlier.

       f.     Expiration Date

              "Expiration Date" shall mean the date this Lease expires. The
              Expiration Date will be five years after the Rent Commencement
              Date, unless earlier terminated pursuant to Sections 19 and 22
              herein.

       g.     Rent

              "Rent" for the Premises shall mean $627,368 per year, payable in
              equal monthly installments of $52,280.67. The Landlord will adjust
              Rent from time-to-time pursuant to Sections 9, and 10. Landlord
              shall charge Rent and "Additional Rent" pursuant to Sections 9 and
              10, and any other payments due under this Lease beginning on the
              Rent Commencement Date. Tenant shall begin paying Landlord Rent
              for the Data Center at $8,976.33 per month upon the earlier of
              either (1) the completion of the Tenant Improvements to the Data
              Center, the installation of Tenant's equipment and the testing of
              such equipment; or (2) March 1, 1999.

       h.     Security

              "Security" shall mean three (3) months Rent, which is due within
              ten (10) calendar days after the Effective Date of the Lease in a
              form pursuant to Section 6.

       i.     Base Year

              "Base Year" shall mean the 1999 calendar year.


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       j.     Notice Addresses

              If to Landlord:               Port of Seattle
                                            P.O. Box 1209
                                            Seattle, Washington 98111
                                            Attn:  Marine Real Estate

              If to Tenant prior to the     XYPOINT Corporation
              Rent Commencement             2825 Eastlake Avenue
              Date:                         Seattle, Washington 98102-3062
                                            Attn:  Gregg Blodgett, Chief
                                                   Financial Officer

              If to Tenant on or after the  XYPOINT Corporation
              Rent Commencement             2200 Alaskan Way
              Date:                         Seattle, Washington  98121
                                            Attn:  Gregg Blodgett, Chief
                                                   Financial Officer

       k.     Payment Address:

              Port of Seattle
              P.O. Box 34249-1249
              Seattle, WA  98124-1249
              Attn:  Accounting

       l.     Exhibits

              The following exhibits or riders are attached to and incorporated
              into this Lease:

              Exhibit A -   Legal Description of Land

              Exhibit B -   Floor Plan of Premises

              Exhibit C -   Landlord Improvements

              Exhibit D -   Janitorial Standards

              Exhibit E -   Permitted Location for Tenant's Antennas

              Exhibit F -   Memorandum of Lease Form

              Exhibit G -   Additional Lease Terms



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2.     PREMISES

       a.     Premises.  The Landlord leases to Tenant, and Tenant leases from
              Landlord, upon the terms and conditions herein set forth, the
              Premises described in Section 1 (b) of this Lease and as shown on
              Exhibit B, together with rights of ingress and egress over Common
              Areas in the Building and on the land on which the Building is
              located ("Land"). The term "Common Areas" means those parts of the
              Building and related areas and facilities outside the Premises
              that are provided and designated by Landlord from time to time for
              the general use and convenience of Tenant and of other tenants of
              the Building and their respective authorized representatives,
              guests and invitees. Common Areas include, without limitation,
              designated pedestrian walkways, plazas and skybridges, landscaped
              areas, public lobbies, elevators, sidewalks, loading areas,
              parking areas, service corridors, central business systems,
              plumbing, air conditioning, heating, ventilation and electrical
              systems, restrooms, stairways, and arcades.

       b.     The Premises, Building and Land are collectively referred to in
              this Lease as the "Property."

       c.     The Landlord has received a Certificate of Occupancy for the
              Building. Landlord represents and warrants that the Building
              complies with all federal, state and local laws and regulations
              applicable to the Building and that to the best of Landlord's
              knowledge the Building is free from hazardous waste or materials
              as defined in Section 41 of this Lease. Tenant accepts the
              Premises in its "AS-IS" CONDITION, improved with only Landlord
              Improvements as set forth in Exhibit C, as of the Possession Date.
              Tenant acknowledges and agrees that neither Landlord nor any
              representative or agent of Landlord has made any representations,
              expressed or otherwise, as to the condition of the Premises or the
              suitability of the Premises for Tenant's intended use.

3.     TERM

       a.     Initial Term

              The initial term of this Lease is five (5) years ("Term"),
              commencing on the Rent Commencement Date. The Lease will terminate
              on the Expiration Date, or earlier pursuant to Section 19 or
              Section 22.

       b.     Extension Term

              Tenant has one (1) option to extend this Lease for additional term
              of five (5) years ("Extension Period"), on the same terms and
              conditions under the Lease immediately prior to the Extension
              Period, except that Tenant shall have no



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              further right to extend this Lease, and the monthly Rent shall be
              increased to the then prevailing market rate pursuant to the
              procedure set forth in Section 5. Tenant can only exercise its
              option to extend one time and only if Tenant is in full compliance
              with all the terms of this Lease, both at the time of its exercise
              of the option and at the end of the original Term. Tenant may only
              exercise its option to extend this Lease by providing Landlord
              written notice of its desire to extend the Lease no earlier than
              one (1) year prior to the Expiration Date and no later than six
              (6) months prior to the Expiration Date.

4.     ACCEPTANCE OF PREMISES

       a.     Tenant shall accept the Premises on the Possession Date.

       b.     Upon prior written approval by Landlord, Landlord may in its sole
              discretion allow Tenant and its contractor on the Premises to
              perform work after the Effective Date and prior to the Possession
              Date in which case the provisions of Sections 13, 14, 15 and 16
              shall fully apply.

       c.     After the Possession Date, Landlord or its employees, agents or
              contractors has Tenant's permission to enter the Premises as
              needed for testing shell and core construction and Building
              systems as required to obtain any necessary permits for the
              Building. Landlord will not be liable for any delay in opening of
              Tenant's Premises as a result of such testing. Landlord will use
              reasonable efforts to conduct such testing so as not to
              unreasonably interfere with the construction of the Tenant
              Improvements.

5.     RENT AND ADDITIONAL RENT

       a.     Rent.

              Commencing on the Rent Commencement Date, and thereafter on or
              before the first day of each calendar month, Tenant agrees to pay
              Rent without demand and without deduction or offset. Tenant shall
              be responsible for paying Rent on a monthly basis, without demand
              and without deduction or offset, for the Data Center prior to the
              Rent Commencement Date as set forth in Section 1(g). The Rent for
              the Premises during the initial Term of the Lease is $627,368 per
              year, payable in equal monthly installments, which equals
              $52,280.67 per month.

              Tenant shall send all rent payments to Landlord's office or at
              such other place as Landlord may from time to time designate in
              writing. The amount of the Rent includes the applicable Washington
              State Leasehold Excise Tax, in accordance with RCW 82.29A (and any
              amendments thereto, and any successor statutes) for the Premises.
              Landlord shall pay all applicable leasehold excise taxes for the




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              Premises to the Washington State Department of Revenue when due,
              except that Tenant shall be responsible for any increases in the
              leasehold excise tax and/or any taxes levied in lieu of a tax on
              said leasehold interest and/or any taxes levied on, or measured
              by, the rentals payable hereunder imposed on Tenant or on Landlord
              beyond the amounts payable in the Base Year. Landlord shall
              indemnify Tenant against any claims, penalties, and interest
              relating to or arising out of Landlord's failure to timely pay the
              applicable leasehold tax for the Premises.

       b.     Late Charges.

              Tenant hereby acknowledges that late payment by Tenant to Landlord
              of Rent, or any other sums due hereunder will cause Landlord to
              incur costs not otherwise contemplated by this Lease. Accordingly,
              if any installment of Rent or any other sum due from Tenant shall
              not be received by Landlord within ten (10) days after such amount
              shall be due, then, without any requirement for notice to Tenant,
              Tenant shall pay Landlord a late charge equal to 5% of such
              overdue amount. The parties agree that such late charge represents
              a fair and reasonable estimate of the costs Landlord will incur by
              reason of late payment by Tenant. Acceptance of such late charge
              by Landlord shall in no event constitute a waiver of Tenant's
              default with respect to such overdue amount, nor prevent Landlord
              from exercising any of the other rights and remedies granted
              hereunder. In the event that a late charge is payable in this
              Lease or otherwise, whether or not collected, for three (3)
              installments of rent in any 12-month period, then Rent shall
              automatically become due and payable quarterly in advance, rather
              than monthly notwithstanding any other provision of this Lease to
              the contrary. In addition to the late charges provided for in this
              paragraph, interest shall accrue on Rent, or any other sums due
              hereunder, at the rate of 18% per annum or the maximum rate
              provided by law, whichever is less, beginning ten (10) days after
              the Rent is due until paid.

       c.     Extension Period Rent.

              The amount of the Rent for the Extension Period will be subject to
              negotiation. If Tenant elects to extend the term of this Lease
              pursuant to Section 3(b) of the Lease, Landlord will give Tenant
              notice of the need to negotiate within 15 (fifteen) days after
              Landlord's receipt of Tenant's election to exercise the option to
              extend the Lease. In the absence of such notice, the rent
              applicable for the prior rent period shall apply to the
              forthcoming rent period also. Promptly following the notice of
              negotiation, the parties shall negotiate in good faith for a
              negotiated rent for the forthcoming rent period. Unless expressly
              provided to the contrary in another paragraph of this Lease, such
              negotiated rent shall be (100%) of the fair market rental value of
              the Premises (determined on a square footage or other



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              appropriate basis customarily used for comparable properties) as
              compared with such rental value being obtained on other premises
              for similar use in the Greater Seattle area. In the event that the
              parties cannot agree on the rent within ninety (90) days before
              the effective date of the Extension Period, the rent shall be
              determined, according to the foregoing formula, by three
              arbitrators, each of whom shall be a member of the
              Washington-British Columbia Chapter of the American Institute of
              Real Estate Appraisers and shall be experienced in the evaluation
              of the type of Premises subject to this Lease ("Third-Party
              Determination"). Each party shall select and fully compensate one
              of these arbitrators, and the third arbitrator shall be selected
              by the other two and compensated in equal shares by the parties.
              The Third-Party Determination of fair market rental value as set
              forth in this Section 5(c) shall be final, conclusive and binding
              on the parties.

6.     BOND OR OTHER SECURITY

       Tenant shall, within ten (10) days after the Effective Date of this
       Lease, provide security in the form described in this Section. This
       security is offered to the Landlord as additional consideration for
       entering into this Lease and to guarantee Tenant's full performance under
       this Lease. Tenant must obtain and deliver to the Landlord a cash
       deposit, a good and sufficient corporate surety company bond or other
       security, including a letter of credit ("Security"). The Security (if
       other than cash) must be in a form acceptable to the Landlord. The
       Security will equal to three (3) months Rent. If the Security is in a
       form that periodically requires renewal, Tenant must renew the Security
       not less than 45 days before the Security period expires. The form,
       provisions and nature of the Security, and the identity of the surety or
       other obligor, must remain in place during the term of this Lease. If the
       Security is in the form of a letter of credit or bond, Landlord shall
       provide three days prior written notice to Tenant before making any draw
       on the same.

7.     PARKING

       Parking is available at the Bell Street Pier Garage at prevailing monthly
       rates on an unassigned self-park basis. Parking in the Bell Street Pier
       Garage is accessible seven (7) days a week, twenty-four (24) hours a day
       to monthly parkers. For the entire term of this Lease, twenty-two (22)
       parking spaces shall be available to Tenant in the Bell Street Pier
       Garage. Tenant shall be responsible for negotiating the monthly parking
       rate or any other rate with the third-party operator of the Bell Street
       Pier Garage. Tenant's use of parking in the Bell Street Parking Garage is
       subject to all rules and regulations of Landlord or of the parking garage
       operator, and the ordinances, rules, regulations and permit conditions of
       the City of Seattle, Washington, which may be published from time to
       time. Short-term hourly parking will be available at the Bell Street Pier
       Garage and in the Building on a space available basis during Normal
       Business Hours except Saturdays (as defined in



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       Section 9), and except Sundays or legal holidays, for Tenant's clients
       and customers. Landlord agrees that except for handicap and "off hours"
       parking, the available parking in the Building will remain available for
       short term hourly parking and shall not be leased or assigned for the use
       of any tenant in the Building.

8.     USES

       The Premises are to be used only for general office purposes, including
       using the portion of the Premises located on the First (1st) floor of the
       Building as a data center, and for no other business or purpose without
       the prior written consent of Landlord, which consent may be withhold if
       Landlord, in its sole discretion, determines that any proposed use is
       inconsistent with or detrimental to the maintenance and operation of the
       Building as a first-class office building or is inconsistent with any
       restriction on use of the Property contained in any lease, mortgage, or
       other instrument or agreement by which the Landlord is bound or to which
       any of such Property is subject.

       Tenant shall not commit any act that will increase the then existing cost
       of insurance on the Building without Landlord's prior written consent.
       Tenant shall promptly pay upon demand the amount of any increase in
       insurance costs caused by any act or acts of Tenant.

       Tenant shall not commit or allow to be committed any waste upon the
       Premises, or any public or private nuisance or other act which disturbs
       the quiet enjoyment of any other tenant in the Building or which is
       unlawful. Tenant shall not, without the prior written consent of
       Landlord, use any apparatus, machinery or device in or about the Premises
       which will cause any substantial noise, vibration or fumes. Tenant shall
       not permit smoking in the Premises. Landlord has designated all internal
       portions of the Building as a smoke-free zone. If any of Tenant's office
       machines or equipment should disturb the quiet enjoyment of any other
       tenant in the Building, then Tenant shall provide adequate insulation, or
       take any other action determined by Landlord as may be necessary to
       eliminate the disturbance.

       Tenant shall not place upon or install in windows or other openings or
       exterior sides of doors or walls of the Premises or any part of the
       Premises visible from the exterior of the Premises any signs, symbols,
       drapes or other materials, without the prior written consent of Landlord.

       Tenant shall comply with all laws relating to its use or occupancy of the
       Premises and shall observe all rules and regulations (not inconsistent
       with the terms of this Lease) as may be adopted and made available to
       Tenant 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.



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9.     SERVICES AND UTILITIES

       a.     Standard Services

       Landlord shall maintain the Premises, and the public and Common Areas of
       the Building in good order and condition consistent with the operation
       and maintenance of a first-class office building in downtown Seattle,
       Washington. Landlord shall also maintain, repair and replace all
       structural components of the Building. Landlord shall furnish the
       Premises with electricity for normal office use, including lighting and
       operation of low power usage office machines, water, elevator service,
       sanitary sewer service, janitorial service, plumbing, air conditioning,
       ventilation, heating and electrical systems, local telephone service and
       all other utility services used in the Premises at all times during the
       term of the Lease. The HVAC system shall be operated at standards
       consistent with other first class office buildings in downtown Seattle,
       Washington. Landlord shall also provide lamp replacement service for the
       Building's standard light fixtures, toilet room supplies, window washing
       at reasonable intervals, and customary building janitorial service for
       the Common Areas. No janitorial service shall be provided for Saturdays,
       Sundays or legal holidays. Attached hereto and incorporated by this
       reference as Exhibit D are the current standards for janitorial service
       for the Premises and Common Areas ("Janitorial Standards"). Landlord
       reserves the right to amend, modify or change the Janitorial Standards in
       the future provided such standards remain consistent with janitorial
       standards of other first class office buildings in downtown Seattle. The
       costs of any janitorial or other service provided by Landlord to Tenant
       which are in addition to the services ordinarily provided Building
       tenants shall be repaid by Tenant as Additional Rent upon receipt of
       billings therefor. Landlord shall also maintain exterior landscaping
       around the Building and other Common Area Items.

       b.     Normal Business Hours

              From 7:00 a.m. to 6:00 p.m. on weekdays and from 8:00 a.m. to 1:00
              p.m. on Saturdays, excluding legal holidays ("Normal Business
              Hours"), Landlord shall furnish to the Premises heat and air
              conditioning. If requested by Tenant, Landlord shall furnish heat
              and air conditioning at times other than Normal Business Hours and
              the cost of such services as estimated by Landlord shall be paid
              by Tenant as Additional Rent. During other than Normal Business
              Hours, Landlord may restrict access to the Building in accordance
              with the Building's security system, provided that Tenant shall
              have at all times during the term of this Lease (24 hours of all
              days) reasonable access to the Premises.

       c.     Interruption of Services

              Landlord will not be liable for any loss, injury or damage to
              person or property caused by or resulting from any variation,
              interruption, or failure of any services


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              or facilities provided by Landlord pursuant to this Lease due to
              any cause whatsoever, except when such loss, injury or damage is
              caused by or resulting from the gross negligence or willful
              misconduct of Landlord. No temporary interruption or failure of
              such services or facilities incident to the making of repairs,
              alterations, or improvements, or due to accident, strike or
              conditions or events beyond Landlord's reasonable control will be
              deemed an eviction of Tenant or relieve Tenant from any of
              Tenant's obligations. Landlord shall use all reasonable efforts in
              good faith to minimize any disruption of Tenant's use of the
              Premises arising from any interruption or failure of such services
              or facilities.

       d.     Additional Services

              Landlord acknowledges approval of the plans and specifications for
              the separate heating and air-conditioning system for the Data
              Center to be located on the First (lst) floor of the Building in
              the Premises and to be installed by Tenant as part of the Tenant
              Improvements ("Data Center HVAC System"). The Data Center HVAC
              System shall be separately metered and Tenant shall be solely
              responsible for the costs of operating, maintaining and repairing
              the same. Upon termination or expiration of the Lease, Tenant may
              at its sole discretion, remove the Data Center HVAC System. If
              Tenant elects to remove the Data Center HVAC System, Tenant shall
              be responsible for returning the Premises to its condition as
              improved with Tenant Improvements, subject to reasonable wear and
              tear. The Building mechanical system is designed to accommodate
              heating loads generated by lights and equipment using up to 2.5
              watts per square foot. Before installing lights and equipment in
              the Premises which in the aggregate exceed such amount, Tenant
              shall obtain the written permission of Landlord. Landlord may
              refuse to grant such permission unless Tenant agrees to pay the
              Landlord's costs for installation of supplementary air
              conditioning capacity or electrical systems as necessitated by
              such equipment or lights.

       e.     Costs of Additional Services

              In addition, Tenant shall in advance, on the first day of each
              month during the Lease term, pay Landlord as Additional Rent the
              reasonable amount estimated by Landlord as the cost of furnishing
              electricity for the operation of such equipment or lights and the
              reasonable amount estimated by Landlord as the costs of operation
              and maintenance of supplementary air conditioning units
              necessitated by Tenant's use of such equipment or lights. Landlord
              shall be entitled to install and operate at Tenant's cost a
              monitoring/metering system in the Premises to measure the added
              demands on electricity, heating, ventilation, and air conditioning
              systems resulting from such equipment or lights and from Tenant's
              after-hours heating, ventilation and air conditioning service
              requirements. Tenant



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              shall comply with Landlord's reasonable instructions for the use
              of drapes, blinds and thermostats in the Building.

       f.     Supplemental Utility Providers

              Due to the nature of Tenant's business, Tenant shall have the
              right to contract with two additional (2) telecommunication
              providers ("Supplemental Providers") in addition to
              telecommunication provider which provides the basic service for
              the Building. The Supplemental Providers shall have access to the
              Building subject to (1) Landlord's prior review of and approval,
              which shall not be unreasonably withheld, of all plans,
              specifications and construction drawings of the Supplemental
              Providers for the provision of telecommunication service to the
              Building and Premises; and (2) Landlord's prior review and
              approval, which shall not be unreasonably withheld, of the
              proposed Supplemental Providers. Supplemental Providers approved
              by Landlord shall be permitted to provide telecommunication
              services to the Building upon the terms and conditions negotiated
              with the Landlord.

10.    COSTS OF OPERATIONS AND TAXES

       a.     Additional Rent

              Tenant shall pay as Additional Rent its pro rate share of
              increases in taxes and operating costs in excess of taxes and
              operating costs in the 1999 Base Year ("Base Amounts"). Tenant's
              pro rata share shall be 32.24%. Increases in taxes and in
              operating costs over the applicable Base Amounts shall be
              determined and shall be payable separately under this Section.

       b.     Definitions

              For the purposes of this Section, "Taxes" mean any taxes and
              assessments (including special district levies) on real property,
              if applicable, and personal property payable during any calendar
              year or fiscal year, based on the actual assessment period, with
              respect to the Land, the Building and all property of Landlord
              real or personal used directly in the operation of the Building
              and located in or on the Building, together with any taxes levied
              or assessed in addition to or in lieu of any such taxes or any tax
              upon the rents collected (excluding any net income or franchise
              tax) ("Taxes").

              For purposes of this Section, "Operating Costs" or "Costs" mean
              all expenses of Landlord for maintaining, operating and repairing
              the Land and Building and the personal property used in connection
              therewith, including without limitation insurance premiums,
              utilities, customary management fees and other expenses



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              which in accordance with generally accepted accounting and
              management practices would be considered an expense of
              maintaining, operating or repairing the Building ("Operating
              Costs" or "Costs"); excluding, however (i) Costs of any special
              services rendered to individual tenants for which a separate
              charge is collected; (ii) leasing commissions and other leasing
              expenses; (iii) costs to correct original or latent defects in the
              design, construction or equipment of the Building; (iv) attorneys'
              fees, accounting fees and expenditures incurred in connection with
              negotiating leases or financing or refinancing the Building; (v)
              costs of improving or renovating space for a tenant or space
              vacated by a tenant; (vi) structural repairs and replacements;
              (vii) any amounts expended by Landlord to comply with
              Environmental Laws as defined in this Lease; (viii) charitable or
              political contributions; (ix) marketing, advertising and
              promotional expenses related to all aspects of the Building; and
              (x) costs of improvements required to be capitalized in accordance
              with generally accepted accounting principles, except that
              Operating Costs shall include amortization of capital improvements
              (A) made subsequent to initial development of the Building which
              are designed with a reasonable probability of improving the
              operating efficiency of the Building, or providing savings in the
              cost of operating the Building; or, (B) which are reasonably
              responsive to requirements imposed with respect to the Building
              under any amendment to any applicable building, health, safety,
              fire, nondiscrimination, or similar law or regulation ("law"), or
              any new law, or any new interpretation of an existing law ("new
              interpretation"), which amendment, law or new interpretation is
              adopted or arose after the Commencement Date of this Lease. For
              purposes of this Lease, a new interpretation shall mean any
              interpretation, enforcement or application of a law enacted prior
              to the Possession Date that imposes requirements with respect to
              the Building that Landlord in the exercise of sound business
              judgment and good faith at the time of Landlord's execution of
              this Lease would not have deemed applicable to the Building.

              "Year" means the calendar year.

       c.     Estimated Costs

              On or before December 15 of each year after the Base Year,
              Landlord shall furnish Tenant a written statement of estimated
              Operating Costs and Taxes for such year; a calculation of the
              amount, if any, by which such estimated Operating Costs and Taxes
              will exceed the relevant Base Amounts; and a calculation of
              Tenant's Pro Rata Share of any such amount. Tenant shall pay
              one-twelfth (1/12) of that amount as Additional Rent for each
              month during the year. If at any time during the year Landlord
              reasonably believes that the actual Operating Costs or Taxes will
              vary from such estimated Operating Costs or Taxes by more than
              five percent (5%), Landlord may by written notice to Tenant revise
              the estimate for



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              such year, and Additional Rent for the balance of such year shall
              be paid based upon such revised estimates.

       d.     Actual Costs

              Within ninety (90) days after the end of each year after the Base
              Year or as soon thereafter as practicable, Landlord shall deliver
              to Tenant a written statement setting forth Tenant's Pro Rata
              Share of the actual Operating Costs and Taxes in excess of the
              Base Amounts during the preceding year. If the actual Operating
              Costs in excess of the Base Amount or actual Taxes in excess of
              the Base Amount, or both, exceed the estimates for each paid by
              Tenant during the year, Tenant shall pay the amount of such excess
              to Landlord as Additional Rent within thirty (30) days after
              receipt of such statement. If the actual Operating Costs in excess
              of the Base Amount or actual Taxes in excess of the Base Amount,
              or both, are less than the amount paid by Tenant to Landlord, then
              the amount of such overpayment by Tenant shall be, at Landlord's
              option, credited against any amounts owed by Tenant under this
              Lease, refunded by check to Tenant, or credited against the next
              Rent payable by Tenant hereunder. Notwithstanding any other
              provision of this Section, Tenant shall not receive any credit or
              offset against any other amount payable under this Lease to the
              extent either actual Operating Costs or Taxes are less than the
              applicable Base Amount.

       e.     Records and Adjustments

              Landlord shall keep records showing all expenditures made in
              connection with Operating Costs and Taxes, and such records shall
              be available for inspection by Tenant within sixty (60) days after
              receipt of the statement of actual costs; Landlord and Tenant
              agree the results of any such audit or review shall remain
              confidential. Tenant shall have six (6) months to conduct an audit
              of Operating Costs and Taxes beginning sixty (60) days after
              Tenant's receipt of the statement of actual costs. Tenant hereby
              waives any right to any adjustment of sums paid under this Section
              unless a claim in writing specifying the reasons therefor is
              delivered to Landlord no later than eight (8) months after the end
              of the year for which the sums were paid. Operating Costs and
              Taxes shall be prorated for any portion of a year at the beginning
              or end of the term of this Lease. Notwithstanding this Section,
              the Rent payable by Tenant shall in no event be less than the Rent
              specified in Section 1(g) of this Lease.

              Any dispute with respect to Landlord's calculations of Common
              Areas Maintenance Costs and any other costs and expenses or
              Additional Rent under this Lease shall be resolved by the parties
              through consultation in good faith within thirty (30) days of the
              dispute arising. However, if the dispute cannot be resolved within
              the said period, the parties shall submit the disputed matter to
              an



                                     - 14 -
<PAGE>   15

              independent, certified public accountant, selected by both
              Landlord and Tenant, who shall audit such costs and expenses and
              whose decision shall be final and binding on the parties. Where
              there is a variance of ten percent (10%) or more between said
              decision and the Landlord's determination of Tenant's Share of
              Common Area Maintenance Cost and/or Additional Rent, Landlord
              shall credit any overpayment toward the next rent payment due.

       f.     Taxes

              Tenant is liable for, and shall pay throughout the term of this
              Lease, (1) all license fees and all taxes payable for, or on
              account of, the activities conducted on the Premises; (2) all
              taxes on the property of Tenant on the Premises; and (3) any
              increases in Taxes beyond the amounts payable in the Base Year on
              the Premises and/or on the leasehold interest created by this
              Lease and/or any taxes levied in lieu of a tax on said leasehold
              interest and/or any taxes levied on, or measured by, the rentals
              payable hereunder, whether imposed on Tenant or on Landlord. With
              respect to any such taxes payable by Landlord which are on or
              measured by the rent payments hereunder, Tenant shall pay to
              Landlord with each rent payment an amount equal to the tax on, or
              measured by, that particular payment. All other tax amounts for
              which Landlord is or will be entitled to reimbursement from Tenant
              shall be payable by Tenant to Landlord at least fifteen (15) days
              prior to the due dates of the respective tax amounts involved;
              provided, that Tenant shall be entitled to a minimum of ten (10)
              days' written notice of the amounts payable by it.

11.    CARE OF PREMISES

       Landlord shall perform all normal maintenance and repairs reasonably
       determined by Landlord as necessary to maintain the Premises and the
       Building as a first-class office building; provided that Landlord shall
       not be required to maintain or repair any property of Tenant or any
       appliances (such as refrigerators, water heaters, microwave ovens and the
       like), which are part of the Premises. Tenant shall take good care of the
       Premises and at all times keep the Premises neat, clean, in a safe and
       sanitary condition and free from pests.

       Tenant shall not make any alterations, additions or improvements
       ("Alterations") in or to the Premises, or make changes to locks on doors,
       or add, disturb or in any way change any plumbing or wiring ("Changes")
       without first obtaining the written consent of Landlord and, where
       applicable, in accordance with plans and specifications reasonably
       approved by Landlord. Landlord shall promptly respond to Tenant's written
       requests for Landlord's approval for Alterations and/or changes within
       ten (10) business days after receiving Tenant's written request. As a
       condition to its approval, Landlord in his sole discretion may require
       Tenant to remove such Alterations or Changes upon the expiration



                                     - 15 -
<PAGE>   16

       or earlier termination of the Term and to restore the Premises to the
       condition they were in prior to such Alterations or Changes, including
       restoring any damage resulting from such removal, all at Tenant's
       expense. Any Alterations or Changes approved by Landlord and not required
       to be removed upon the expiration or earlier termination of the Lease and
       all Tenant Improvements, which constitute fixtures, shall become a part
       of the realty and become property of the Landlord; provided, that Tenant
       may at its sole discretion remove all Tenant Improvements from the
       Premises that are Tenant's personal property and not fixtures. Any
       Alterations or Changes required to be made to Tenant's Premises by any
       amendment to any applicable building, health, safety, fire,
       nondiscrimination, or similar law or regulation ("law"), or any new law
       shall be made at Tenant's sole expense and shall be subject to the prior
       written consent of Landlord. Tenant shall reimburse Landlord for any
       reasonable sums expended for examination and approval of the
       architectural and mechanical plans and specifications of the Alterations
       and Changes and direct costs reasonably incurred during any inspection or
       supervision of the Alterations or Changes. All damage or injury done to
       the Premises or Building by Tenant or by any persons who may be in or
       upon the Premises or Building with the express or implied consent of
       Tenant, including but not limited to the cracking or breaking of any
       glass of windows and doors, shall be paid for by Tenant.

12.    ACCESS

       Tenant shall permit Landlord and its agents to enter into and upon the
       Premises at all reasonable times for the purpose of inspecting the same
       or for the purpose of cleaning, repairing, altering or improving the
       Premises or the Building. Upon reasonable notice, Landlord shall have the
       right to enter the Premises for the purpose of showing the Premises to
       prospective tenants within the period of one hundred eighty (180) days
       prior to the expiration or sooner termination of the Lease term.

       Notwithstanding anything contained herein to the contrary, in exercising
       any reserved rights of Landlord under this Section, Landlord shall use
       its best efforts not to materially or unreasonably affect or interfere
       with Tenant's use or business operations on the Premises. Landlord shall
       be liable for any damages, losses or liabilities caused by Landlord, its
       agents, employees, contractors, or invitees in exercising any of its
       rights under this Section. In the event of such substantial and material
       interference, Landlord shall first obtain the written consent of Tenant
       which consent shall not be unreasonably withheld, and the Rent shall be
       abated accordingly.

13.     DAMAGE OR DESTRUCTION

       a.     Damage and Repair

              If the Building is damaged by fire or any other cause to such
              extent that the cost of restoration, as reasonably estimated by
              Landlord, will equal or exceed thirty



                                     - 16 -
<PAGE>   17

              percent (30%) of the replacement value of the Building (exclusive
              of foundations) just prior to the occurrence of the damage, or if
              insurance proceeds sufficient for restoration are for any reason
              unavailable, then Landlord may no later than the sixty (60) days
              following the damage, give Tenant a notice of its election to
              terminate this Lease. In the event of such election, this Lease
              shall be deemed to terminate on the third day after the giving of
              said notice, and Tenant shall surrender possession of the Premises
              within a reasonable time thereafter, and the Rent and Additional
              Rent shall be apportioned as of the date of said surrender and any
              Rent and Additional Rent paid for any period beyond such date
              shall be repaid to Tenant. If the cost of restoration as estimated
              by Landlord shall amount to less than thirty percent (30%) of said
              replacement value of the Building and insurance proceeds
              sufficient for restoration are available, or if Landlord does not
              elect to terminate this Lease, Landlord shall restore the Building
              and the Premises (to the extent of improvements to the Premises
              originally provided by Landlord hereunder) with reasonable
              promptness, subject to delays beyond Landlord's control and delays
              in the making of insurance adjustments by Landlord, and Tenant
              shall have no right to terminate this Lease except as herein
              provided. However, Tenant shall have the right to terminate the
              Lease 180 days after the damage upon 10 days prior written notice
              to Landlord if it reasonably appears that the Building and
              Premises cannot be restored within 270 days of the damage. To the
              extent that the Premises are rendered untenantable, the Rent and
              Additional Rent shall proportionately abate, except in the event
              such damage resulted from or was contributed to, directly or
              indirectly, by the act, fault or neglect of Tenant, Tenant's
              officers, contractors, agents, employees, clients, customers, or
              licensees, in which event Rent and Additional Rent shall abate
              only to the extent Landlord receives proceeds from any rental
              income insurance policy to compensate Landlord for such loss. No
              damages, compensation or claim shall be payable by Landlord for
              inconvenience, loss of business or annoyance arising from any
              repair or restoration of any portion of the Premises or of the
              Building. Landlord shall use all reasonable efforts to effect such
              repairs promptly.

       b.     Destruction During Last Year of Term

              In case the Building is substantially destroyed by fire or other
              cause at any time during the last twelve months of the term of
              this Lease, either Landlord or Tenant may terminate this Lease
              upon written notice to the other party given within sixty (60)
              days of the date of such destruction.

       c.     Tenant Improvements

              Except as for Tenant Improvements which constitute fixtures,
              Landlord will not carry insurance of any kind on any Tenant
              Improvements paid for by Tenant or on Tenant's furniture,
              furnishings, equipment, or appurtenances of Tenant under this




                                     - 17 -
<PAGE>   18

              Lease and Landlord shall not be obligated to repair any damage
              thereto or replace the same.

14.    WAIVER OF SUBROGATION

       Whether a loss or damage is due to the negligence of either Landlord or
       Tenant, their agents or employees, or any other cause, Landlord and
       Tenant do each hereby release and relieve the other, their agents or
       employees, from responsibility for, and waive their entire claim of
       recovery for (i) any loss or damage to the real or personal property of
       either located anywhere in the Building or on the Property, including the
       Building itself, arising out of or incident to the occurrence of any of
       the perils which are covered by their respective insurance policies, and
       (ii) any loss resulting from business interruption at the Premises or
       loss of rental income from the Building, arising out of or incident to
       the occurrence of any of the perils which are covered by a business
       interruption insurance policy or loss of rental income insurance policy
       held by Landlord or Tenant. Each party shall use best efforts to cause
       its insurance carriers to consent to the foregoing waiver of rights of
       subrogation against the other party. Notwithstanding the foregoing, no
       such release shall be effective unless the aforesaid insurance policy or
       policies shall expressly permit such a release or contain a waiver of the
       carrier's right to be subrogated.

15.    INDEMNIFICATION

       a.     The Landlord, its employees and agents shall not be liable for any
              injury (including death) to any persons or for damage to any
              property regardless of how such injury or damage be caused,
              sustained or alleged to have been sustained by Tenant or by
              others, including but not limited to all persons directly or
              indirectly employed by Tenant, or Tenant's agents, invitees,
              contractors, or subcontractors, as a result of any condition
              (including existing or future defects in the Premises) or
              occurrence (including failure or interruption of utility service)
              whatsoever related in any way to the Premises and the areas
              adjacent thereto, or related in any way to Tenant's use or
              occupancy of the Premises and of areas adjacent thereto, except
              for injuries or damages caused by the gross negligence or willful
              misconduct of Landlord. Tenant agrees to defend and to hold and
              save the Landlord harmless from all liability, expenses or injury
              to any persons or damage to any property (including attorneys'
              fees, costs, and all expenses of litigation) in connection with
              any such items of actual or alleged injury or damage to all
              persons directly or indirectly employed by Tenant, or Tenant's
              agents, invitees, contractors, or subcontractors or damage to the
              Premises or to Tenant's property, except when such injury or
              damage is caused by the gross negligence or willful misconduct of
              the Landlord, or landlord's employees, agents, invitees, or
              contractors. The Tenant expressly agrees that its duty to defend
              and indemnify the Landlord includes indemnifying Landlord for
              Tenant's negligent acts which are concurrent, contributory, or
              both with the negligent acts Landlord, resulting in



                                     - 18 -
<PAGE>   19

              said damage or injury, but only to the extent of Tenant's
              negligence. However, to the extent this Lease is construed to be
              subject to RCW 4.24.115, and where the injury or damage arises
              from the concurrent negligence of the Landlord and Tenant,
              Tenant's Indemnity will only extend to its negligence. Tenant and
              Landlord agree and acknowledge that this provision is the product
              of mutual negotiation.

       b.     In consideration of the Landlord's execution of this Lease,
              Tenant hereby waives any immunity Tenant may have under applicable
              workers' compensation benefit or disability laws, (including but
              not limited to Title 51 RCW) in connection with the foregoing
              indemnity. Such waiver shall not prevent Tenant from asserting
              such immunity against any other persons or entities. Tenant and
              Landlord agree and acknowledge that this provision is the product
              of mutual negotiation.

16.    INSURANCE

       a.     Liability Insurance

              In addition, Tenant shall, at its own expense, maintain proper
              liability insurance with a reputable insurance company or
              companies reasonably satisfactory to the Landlord in the minimum
              limits of $1,000,000 for bodily injuries and death, and for
              property damage (or equivalent satisfactory to the Landlord) and
              hereafter in such increased amounts as the Landlord may from time
              to time specify, to indemnify both the Landlord and Tenant against
              any such liability or expense.

              The Landlord shall be named as additional insured, and shall be
              furnished with appropriate evidence (as determined by Landlord) to
              establish (1) that Tenant's insurance obligations as herein
              provided have been met, and (2) that the insurance policy or
              policies as herein required are not subject to cancellation
              without at least forty-five (45) days' advance written notice to
              the Landlord, except that such policies shall be subject to
              cancellation with ten (10) days' advance written notice for
              non-payment of a premium. Tenant shall furnish to the Landlord
              from time to time evidence of renewal of insurance as required,
              upon Landlord's request.

       b.     Property Insurance

              Tenant shall, throughout the term of this Lease and any renewal
              thereof, at its own expense, keep and maintain in full force and
              effect, what is commonly referred to as "All Risk" or "Special"
              coverage insurance (excluding earthquake and flood) on all of
              Tenant's personal property and Tenant's Leasehold Improvements
              that do not constitute fixtures in an amount not less than one
              hundred percent (100%) of the replacement value thereof. As used
              in this Lease, "Tenant's Leasehold Improvements" shall mean any
              alterations, additions or improvements installed in



                                     - 19 -
<PAGE>   20

              or about the Premises by or with Landlord's permission or
              otherwise permitted by this Lease, whether or not the cost thereof
              was paid for by Tenant. Landlord shall be responsible for ensuring
              the Building and all fixtures within the Premises.

       c.     Insurance Policy Requirements

              All insurance required under this Section 16 shall be with
              companies rated A or better by A.M. Best or otherwise reasonably
              approved by Landlord. No insurance policy required under this
              Section 16 shall be canceled or reduced in coverage except after
              forty-five (45) days prior written notice to Landlord, except
              after ten (10) days prior written notice to Landlord in the case
              of non-payment of premium.

       d.     Certificate of Insurance

              Tenant shall deliver to Landlord prior to the Possession Date, and
              from time to time thereafter, certificates of insurance showing
              the existence and amounts of same and showing Landlord and the
              Building manager as additional insureds thereunder. In no event
              shall the limits of any insurance policy required under this
              Section 16 be considered as limiting the liability of Tenant under
              this Lease.

       e.     Primary Policies

              All policies required under Section 16 shall be written as primary
              policies and not contributing to or in excess of any coverage
              Landlord may choose to maintain.

17.    COMMON AREAS

       Landlord gives to Tenant and its authorized representatives, invitees and
       guests, the nonexclusive right to use the Common Areas, with others who
       are entitled to use the Common Areas, subject to Landlord's rights set
       forth in this Section.

       a.     Landlord has the right to:

              (1)    Establish and enforce reasonable and non-discriminating
                     rules and regulations applicable to all tenants concerning
                     the maintenance, management, use, and operation of the
                     Common Areas.

              (2)    Temporarily close any of the Common Areas to the extent
                     required in the opinion of Landlord to prevent a dedication
                     of any of the Common Areas to permanent public use or the
                     accrual of any rights of any person or of the public to the
                     Common Areas. Landlord will consult with Tenant regarding
                     the times for the temporary closures and to use its best
                     efforts to



                                     - 20 -
<PAGE>   21

                     limit closures to the shortest possible time to those
                     periods of the day least likely to interfere with Tenant's
                     business.

              (3)    Close temporarily any of the Common Areas for purposes of
                     cleaning, maintenance, alterations, improvements or
                     additions.

              (4)    Designate other property to become part of the Common
                     Areas.

              (5)    Make changes to or reorganize the Common Areas pursuant to
                     Section 43(g) including, without limitation, changes in the
                     location of driveways, entrances, exits, vehicular parking
                     spaces and parking area.

18.    TENANT IMPROVEMENTS

       a.     Subsequent to the Possession Date, Tenant may enter the Premises
              to make Tenant Improvements pursuant to plans and designs approved
              by Landlord. Landlord acknowledges that it has approved the
              designs and plans for the Tenant Improvements which were approved
              by Tenant Works and subject to bid on November 18, 1998.

       b.     Tenant's contractor shall coordinate with all local utilities,
              including the off-site security monitoring agency, regarding all
              construction, installation and/or hookups. Tenant shall provide
              Landlord with copies of all correspondence in connection therewith
              and Landlord must approve all arrangements prior to Tenant's
              contractor proceeding with installation and/or hookups. Tenant
              shall obtain approval of sprinkler shop drawings from Landlord's
              insurer, Factory Mutual. Landlord shall, within forty-five (45)
              days after receipt of sprinkler shop drawings notify Tenant in
              writing of Factory Mutual's approval of the sprinkler shop
              drawings or disapproval, together with the specific reasons for
              disapproval. Installation of sprinklers by Tenant's contractor
              shall not void warranties on shell and core. Tenant, through its
              contractor, shall provide temporary construction power as
              required. Construction of Tenant Improvements must not
              unreasonably disturb or interfere with other tenants in the
              Building.

       c.     Tenant's mechanical system (heating, ventilating, air
              conditioning) shall tie into the central EMCS (emergency
              management control system) and the type of keys to such system
              shall match those specified in the Building plans.

       d.     No later than December 1, 1998 Tenant shall deliver to Landlord
              the name of Tenant's proposed contractor. Tenant shall provide
              Landlord with copies of all permits and contractor's insurance
              (naming Landlord as an additional insured), site signage prior to
              beginning construction, a project construction schedule prior to




                                     - 21 -
<PAGE>   22

              beginning construction and future updates to it, and biweekly
              short interval construction schedules.

       e.     Landlord shall review the scope of all change orders issued to
              Tenant's project, for the purpose of coordination with existing
              shell and core construction. Landlord shall, within seven (7) days
              after receipt of change orders, notify Tenant in writing of
              Landlord's approval of the change orders, or Landlord's
              disapproval, together with specific reasons for disapproval.

       f.     Any review and approval by Landlord does not constitute a waiver
              of any claims which may arise as a result of faulty design or
              construction.

       g.     Landlord will provide an improvement allowance of $659,093.40)
              ("Tenant Improvement Allowance") to Tenant toward the costs of
              designing, engineering and constructing the Tenant Improvements.
              The Tenant Improvement Allowance shall include, but not be limited
              to the costs of installing all telephone and computer related
              cabling and equipment, and for the development of a space plan.
              Tenant, and not Landlord, shall be responsible for paying all
              contractors for the cost of the Tenant Improvements. Upon receipt
              of any billing statement from contractors, Tenant shall
              immediately forward a copy of such statements to Landlord. Within
              fifteen (15) days of receiving a billing statement from Tenant,
              Landlord will pay Tenant an amount equal to seventy-seven percent
              (77%) of the amount of the statement as part of the Tenant
              Improvement Allowance until Landlord's payments in aggregate
              equal, but do not exceed, $659,093.40, provided that the costs
              reflected on each billing statement are for the costs of Tenant
              Improvements. Landlord shall have no obligation, and Tenant shall
              hold Landlord harmless, for costs of the Tenant Improvements that
              exceed $659,093.40. Tenant shall be responsible for promptly
              paying twenty-three percent (23%) of each billing statement until
              Landlord has paid a total amount of $659,093.40, and thereafter
              Tenant shall be responsible for paying the entire cost of Tenant
              Improvements beyond the Tenant Improvement Allowance. If Tenant
              fails to promptly pay its proportionate share of a monthly billing
              statement, Landlord's shall not be obligated to pay its
              proportionate share towards the Tenant Improvement Allowance until
              Tenant has paid contractors' its proportionate share of all
              delinquent billings. If, upon completion of the construction of
              the Tenant Improvements Landlord has not advanced the full
              $659,093.40 Tenant Improvement Allowance, Landlord shall reimburse
              Tenant for a portion of Tenant's share of the costs of the Tenant
              Improvement, until Landlord has advanced the full $659,093.40
              Tenant Improvement Allowance.

       h.     Tenant shall have the right to locate GPS antennas, satellite
              dishes and other forms of telecommunication transmission and
              reception facilities ("Roof-Top Devices") on the roof of the
              Building, as shown on Exhibit E attached hereto and



                                     - 22 -
<PAGE>   23

              incorporated herein, subject to Landlord's prior approval and
              subject to the terms and conditions negotiated between Tenant and
              Landlord, including, but not limited to the number and size of
              such Roof-Top Devices, Tenant's indemnification of Landlord for
              any interference caused by such Roof-Top Devices with other
              facilities located on the roof of the Building, and the size and
              location of the area on the Building roof-top that Tenant's
              Roof-Top Devices may occupy.

              Landlord acknowledges the request of Tenant to proceed quickly to
              complete the construction of the Tenant Improvements associated
              with the Data Center, so that Tenant can install and test the
              equipment and systems associated with the Data Center. Landlord
              agrees to cooperate in good faith with Tenant in Tenant's efforts
              to do so. Tenant shall be responsible for paying Rent for the Data
              Center as set forth in Section 1(g).

19.    ASSIGNMENT OR SUBLEASE

       Tenant shall not assign, mortgage, encumber or otherwise transfer this
       Lease or sublet the whole or any part of the Premises without in each
       case first obtaining the written consent of Landlord's Executive
       Director, which will be within the Executive Director's sole
       discretion. Notwithstanding the foregoing, Tenant may sublease portions
       of the Premises not being utilized by Tenant with Landlord's prior
       written consent, which will not be unreasonably withheld. Landlord may
       condition its consent upon an increase in the Rent payable hereunder in
       an amount equal to any subrental or other consideration received by
       Tenant as a result of the subletting or assignment which is in excess of
       the Rent provided in Section 1(g) herein. No assignment, subletting or
       other transfer shall relieve Tenant of any liability under this Lease.
       Consent to any such assignment, subletting or transfer shall not operate
       as a waiver of the necessity for consent to any subsequent assignment,
       subletting or transfer. In connection with each request for an assignment
       or subletting, Tenant shall: (i) submit in writing to Landlord the name
       and legal composition of the proposed subtenant or assignee, the nature
       of the proposed subtenant's or assignee's business to be carried on the
       Premises, the terms and provisions of the proposed sublease or assignment
       and such reasonable financial information as Landlord may request
       concerning the proposed subtenant or assignee; and (ii) pay the
       reasonable cost of processing such assignment or subletting, including
       attorneys' fees, upon demand of Landlord. Tenant shall provide Landlord
       with copies of all assignments, subleases and assumption instruments.

       However, Tenant may upon written notice to Landlord, but without
       Landlord's consent, sublet all or any portion of the Premises or assign
       the Lease to (a) a subsidiary, parent, affiliate, division or corporation
       controlled by or under common control with Tenant; (b) a successor
       corporation related to Tenant by merger, consolidation, reorganization or
       government action; (c) an entity which acquires all or substantially all
       of the assets of Tenant; or (d) upon prior written notice to Landlord, to
       a party that acquires Tenant's



                                     - 23 -
<PAGE>   24

       leasehold interest, provided that Tenant shall remain liable for the
       financial performance pursuant to the Lease (collectively "Permitted
       Transferee"). Landlord shall be entitled to receive any consideration in
       excess of the Rent due under the Lease ("Transfer Premium") with respect
       to any Permitted Transfer to any assignment, sublease, mortgage or
       encumbrance that Landlord consents to. Tenant shall pay Landlord any
       Transfer Premium hereunder within ten (10) days after such consideration
       is received by Tenant. Landlord shall also have the right at any time
       during the Term to terminate the Lease and recapture the Premises or a
       portion of the Premises by giving written notice to Tenant within thirty
       (30) days after receiving Tenant's written notice of any Permitted
       Transfer.

       Any transfer of this Lease by merger, consolidation or liquidation, or
       any change in the ownership of, or power to vote, a majority of its
       outstanding stock shall constitute an assignment for the purposes of this
       Section. Provided, however, if Tenant's stock becomes publicly held and
       Tenant provides Landlord with written notice thereof within thirty (30)
       days of the date of such transfers, the transfers of such stock from
       private to public ownership shall not be deemed an assignment for
       purposes of this Section.

       Any transfer of this Lease by liquidation or involuntary transfer shall
       constitute an assignment for the purpose of this Section.

       This Lease or any interest thereunder shall not be assignable or
       transferable by operation of law or by any process or proceeding of any
       court or otherwise.

20.    SIGNS

       Tenant shall not place or in any manner display any sign, graphics, or
       other advertising matter anywhere in or about the Premises, the Building
       or Property at places visible (either directly or indirectly) from
       anywhere outside the Premises without first obtaining Landlord's written
       consent thereto, such consent will not be unreasonably withheld. Any such
       consent by Landlord shall be upon the understanding and condition that
       Tenant shall remove the same at the expiration or sooner termination of
       this Lease and Tenant shall repair any damage to the Premises or the
       Building caused thereby. Landlord shall not unreasonably withhold its
       consent to normal Tenant signage within the Premises which is consistent
       in Landlord's opinion with the Building's image and signage and graphics
       program. Signage approved by Landlord, other than the standard Building
       directory or elevator lobby directory signage, is at Tenant's sole
       expense. Tenant shall provide Landlord the design and plans for its
       signage prior to Possession Date.



                                     - 24 -

<PAGE>   25
21.    LIENS AND INSOLVENCY

       a.     Liens

              Tenant shall keep its interest in this Lease, the Premises, the
              Property and the Building free from any encumbrances or from any
              liens arising out of the construction of the Tenant Improvements
              (subject to Landlord's payment of the Tenant Improvement
              Allowance as provided here), Tenant's use of the Premises, or any
              work performed and materials ordered or obligations incurred by
              or on behalf of Tenant. Tenant indemnifies and holds Landlord
              harmless from any liability from any such lien. In the event any
              lien is filed against the Building, the Property or the Premises
              by any person claiming by, through or under Tenant, Tenant shall,
              upon request of Landlord and at Tenants expense, immediately
              cause such lien to be released of record or furnish to Landlord a
              bond, in form and amount and issued by a surety reasonably
              satisfactory to Landlord, indemnifying Landlord, the Property and
              the Building against all liability, costs and expenses, including
              attorneys' fees, which Landlord may incur as a result. Provided
              that such bond has been furnished to Landlord, Tenant, at its
              sole cost and expense and after written notice to Landlord, may
              contest, by appropriate proceedings conducted in good faith and
              with due diligence, any lien, encumbrance or charge against the
              Premises arising from work done or materials provided to or for
              Tenant, if, and only if, such proceedings suspend the collection
              against Landlord, Tenant and the Premises and neither the
              Premises, the Building nor the Property nor any part or interest
              of the Building or Property is or will be in any danger of being
              sold, forfeited or lost.

       b.     Insolvency

              If Tenant becomes insolvent or voluntarily or involuntarily
              bankrupt, or if a receiver, assignee or other liquidating officer
              is appointed for the business of Tenant, Landlord, at its
              option, may terminate this Lease and Tenant's right of possession
              under this Lease and in no event shall this Lease or any rights or
              privileges hereunder be an asset of Tenant in any bankruptcy,
              insolvency or reorganization proceeding.

22.    DEFAULTS AND REMEDIES

       a.     Defaults

              Time is of the essence of this Lease. The occurrence of any one
              or more of the following events constitutes a default of this
              Lease by Tenant with or without notice from the Landlord:

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<PAGE>   26

              (1)    The vacating or abandonment of the Premises by Tenant.

              (2)    The failure by Tenant to make any payment of Rent, or any
                     other payment required by this Lease, when due.

              (3)    The failure by Tenant to observe or perform any covenant,
                     condition, or agreement to be observed or performed by
                     Tenant in this Lease.

              (4)    The discovery by the Landlord that any financial or
                     background statement provided to the Landlord by Tenant,
                     any successor, grantee, or assign was materially false.

              (5)    The filing by Tenant of a petition in bankruptcy, Tenant
                     being adjudged bankrupt or insolvent by any court, a
                     receiver of the property of Tenant being appointed in any
                     proceeding brought by or against Tenant, Tenant making an
                     assignment for the benefit of creditors, or any proceeding
                     being commenced to foreclose any mortgage or other lien on
                     Tenant's interest in the Premises or on any personal
                     property kept or maintained on the Premises by Tenant.

       b.     Remedies

              (1)    Whenever any default (other than a default under
                     subsection 22(a)(5) above, upon which termination of this
                     Lease shall, at the Landlord's option, be effective
                     immediately without further notice) continues unremedied
                     in whole or in part for 30 days after written notice is
                     provided by the Landlord to Tenant (or for 10 days after
                     written notice in the case of default for failure to pay
                     any rent, or other required payment when due), this Lease
                     and all of Tenant's rights under it will automatically
                     terminate if the written notice of default so provides.
                     Landlord shall have a duty to mitigate any damages arising
                     out of a default of this Lease. Upon termination, the
                     Landlord may reenter the Premises using such force as may
                     be necessary and remove all persons and property from the
                     Premises. The Landlord will be entitled to recover from
                     Tenant all unpaid Rent or other payments and damages
                     incurred because of Tenant's default including, but not
                     limited to, the costs of re-letting, including tenant
                     improvements, necessary renovations or repairs,
                     advertising, leasing commissions, and attorney's fees and
                     costs ("Termination Damages"), together with interest on
                     all Termination Damages at the rate of 18% per annum, or
                     the maximum rate permitted by applicable law, whichever is
                     less, from the date such Termination Damages are incurred
                     by the Landlord until paid.

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<PAGE>   27

              (2)    In addition to Termination Damages, and notwithstanding
                     termination and reentry, Tenant's liability for all Rent
                     or other charges which, but for termination of the Lease,
                     would have become due over the remainder of the Lease term
                     ("Future Charges") will not be extinguished and Tenant
                     agrees that the Landlord will be entitled, upon
                     termination for default, to collect as additional damages,
                     a Rental Deficiency. "Rental Deficiency" means, at the
                     Landlord's election, either:

                     (a)    An amount equal to Future Charges, less the amount
                            of actual rent, if any, which the Landlord receives
                            during the remainder of the Lease term from others
                            to whom the Premises may be rented, in which case
                            such Rental Deficiency will be computed and payable
                            at the Landlord's option either:

                            ((1))  In an accelerated lump-sum payment (reduced
                                   to present worth), or

                            ((2))  in monthly installments, in advance, on the
                                   first day of each calendar month following
                                   termination of the Lease and continuing
                                   until the date on which the Lease term would
                                   have expired but for such termination, and
                                   any suit or action brought to collect any
                                   portion of Rental Deficiency attributable to
                                   any particular month or months, shall not in
                                   any manner prejudice the Landlord's right to
                                   collect any portion of Rental Deficiency by
                                   a similar proceeding; or

                     (b)    An amount equal to Future Charges less the
                            aggregate fair rental value of the Premises over
                            the remaining Lease term, reduced to present worth.
                            In this case, the Rental Deficiency must be paid to
                            the Landlord in one lump sum, on demand, and will
                            bear interest at a rate of 18% per annum, or the
                            maximum rate permitted by applicable law, whichever
                            is less, until paid.  For purposes of this
                            subsection, "present worth" is computed by applying
                            a discount rate equal to one percentage point above
                            the discount rate then in effect at the Federal
                            Reserve Bank in, or closest to, Seattle,
                            Washington.

              (3)    If this Lease is terminated for default as provided in
                     this Lease, the Landlord shall use reasonable efforts to
                     re-let the Premises in whole or in part, alone or together
                     with other premises, for such term or terms (which may be
                     greater or less than the period which otherwise would have
                     constituted the balance of the Lease term), for such use
                     or uses and, otherwise on such terms and conditions as the
                     Landlord, in its sole

                                     - 27 -

<PAGE>   28

                     discretion, may determine, but the Landlord will not be
                     liable for, nor will Tenant's obligations under this Lease
                     be diminished by reason for any failure by the Landlord to
                     re-let the Premises or any failures by the Landlord to
                     collect any rent due upon such re-letting.

              (4)    If upon any reentry permitted under this Lease, there
                     remains any personal property upon the Premises, the
                     Landlord, in its sole discretion, may remove and store the
                     personal property for the account and at the expense of
                     Tenant. In the event the Landlord chooses to remove and
                     store such property, it shall take reasonable steps to
                     notify Tenant of the Landlord's action. All risks
                     associated with removal and storage shall be Tenant's
                     responsibility. Tenant shall reimburse the Landlord for
                     all expenses incurred in connection with removal and
                     storage as a condition to regaining possession of the
                     personal property. The Landlord has the right to sell any
                     property which has been stored for a period of 30 days or
                     more, unless Tenant has tendered reimbursement to the
                     Landlord for all expenses incurred in removal and storage.
                     The proceeds of sale will be applied first to the costs of
                     sale (including reasonable attorneys' fees), second to the
                     payment of storage charges, and third to the payment of
                     any other amounts which may then be due and owing from
                     Tenant to the Landlord. The balance of sale proceeds, if
                     any, will then be paid to Tenant.

              (5)    The Landlord's action pursuant to this remedies section
                     shall not be construed to limit the Landlord in the
                     exercise of any other additional right or remedy which may
                     be available to the Landlord, at law or in equity, by
                     reason of Tenant's default.

23.    PRIORITY

       a.     Tenant agrees that this Lease shall be subordinate to any first
              mortgage or deed of trust now existing or hereafter placed upon
              the Premises or the Building created by or at the instance of
              Landlord and to any and all advances to be made thereunder and to
              interest thereon and all renewals, replacements, or extensions
              thereof ("Landlord's Mortgage").  Upon demand by Landlord or the
              holder of any Landlord's Mortgage ("Holder"), Tenant shall
              execute and deliver subordination and attornment agreements in
              form and substance satisfactory to such Holder.  Notwithstanding
              the foregoing, upon demand of such Holder, such Landlord's
              Mortgage shall be subordinate to this Lease; provided, however,
              that in such event, notwithstanding such subordination, such
              Landlord's Mortgage shall be superior to this Lease with respect
              to (i) the right, claim and lien of the Landlord's Mortgage in,
              to and upon any award or other compensation for any taking by
              eminent domain of any part of the Premises or the Building and
              the right of disposition thereof in accordance with the
              provisions of the Landlord's Mortgage;

                                     - 28 -

<PAGE>   29

              and upon any proceeds payable under any policies of fire and
              rental insurance upon the Premises or the Building and to the
              right of disposition thereof in accordance with the terms of the
              Landlord's Mortgage; (ii) any lien, right or judgment which may
              have arisen at any time under the terms of the Lease; and (iii)
              such other matters as may be specifically reserved by the Holder
              of such Landlord's Mortgage in writing in connection with such
              subordination.  Notwithstanding anything contained herein to the
              contrary, Tenant's subordination and attornment under this
              Article shall be conditional upon such transferee, purchaser,
              landlord, mortgagee, or beneficiary executing and providing
              Tenant with a nondisturbance agreement preserving Tenant's rights
              and leasehold interest under the Lease.

       b.     Upon Holders' request Tenant shall attorn to the Holder of any
              Landlord's Mortgage or any person or persons purchasing or
              otherwise acquiring the Property, Building or Premises at any
              sale or other proceeding under any Landlord's Mortgage. Tenant
              shall properly execute, acknowledge and deliver instruments which
              the Holder of any Landlord's Mortgage may reasonably require to
              effectuate the provisions of this Section.

24.    SURRENDER OF POSSESSION

       Subject to the terms of Section 13 relating to damage and destruction
       and Section 25 relating to removal of Property, upon expiration of the
       term of this Lease, whether by lapse of time or otherwise, Tenant shall
       promptly and peacefully surrender the Premises to Landlord in as good
       condition as when received by Tenant from Landlord or as thereafter
       improved (subject to Tenant's obligation to remove any Alterations or
       Changes if requested by Landlord pursuant to Section 11, above),
       reasonable use and wear and tear excepted. Tenant shall not be obligated
       to remove any Tenant Improvements, except as set forth in Section 25 of
       this Lease.

25.    REMOVAL OF PROPERTY

       Tenant shall remove all of its movable personal property and trade
       fixtures paid for by Tenant which can be removed without damage to the
       Premises at the expiration or earlier termination of this Lease, and
       shall pay Landlord any damages for injury to the Premises or Building
       resulting from such removal. Landlord may elect, in its sole discretion,
       to also require Tenant to remove all of its telephone, data and computer
       cabling. All other improvements and additions to the Premises shall
       become the property of Landlord upon termination of this Lease.

                                     - 29 -

<PAGE>   30

26.    NON-WAIVER

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

27.    HOLDING OVER

       If Tenant shall hold over after the expiration of the term of this
       Lease, such tenancy shall be deemed a month-to-month tenancy, which
       tenancy may be terminated as provided by applicable law. During such
       tenancy, Tenant agrees to pay to Landlord the greater of (a) the then
       quoted rates for similar space in the Building or (b) one hundred
       twenty-five percent (125%) of the Rent and Additional Rent in effect
       upon the date of such expiration as stated herein, and to be bound by
       all of the terms, covenants and conditions herein specified, so far as
       applicable. Acceptance by Landlord of Rent and Additional Rent after
       such expiration or earlier termination shall not result in a renewal of
       this Lease. The foregoing provisions of this Section 27 are in addition
       to and do not affect Landlord's right of re-entry or any rights of
       Landlord hereunder or as otherwise provided by law. If Tenant shall hold
       over after the expiration or earlier termination of this Lease without
       the written consent of Landlord, such occupancy shall be deemed an
       unlawful detainer of the Premises subject to the applicable laws of the
       state in which the Building is located and, in addition, Tenant shall be
       charged rent in an amount equal to 200% of the Rent for the prior
       expired term, and Tenant shall be liable for any costs, damages, losses
       and expenses incurred by Landlord as a result of Tenant's failure to
       surrender the Premises in accordance with this Lease.

28.    CONDEMNATION

       a.     Entire Taking

              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 shall automatically terminate as of
              the date title vests in the condemning authority and all Rent,
              Additional Rent and other payments shall be paid to that date.
              Any Rent, Additional Rent and other payments paid past the date
              title vests in the condemning authority shall be reimbursed to
              Tenant.

                                     - 30 -

<PAGE>   31

       b.     Constructive Taking of Entire Premises

              In the event of a taking of a material part of but less than all
              of the Building, where Landlord shall reasonably determine that
              the remaining portions of the Premises cannot be economically and
              effectively used by it (whether on account of physical, economic,
              aesthetic or other reasons), or if, in the opinion of Landlord,
              the Building should be restored in such a way as to alter the
              Premises materially, Landlord shall forward a written notice to
              Tenant of such determination not more than sixty (60) days after
              the date of taking. The term of this Lease shall expire upon such
              date as Landlord shall specify In such notice but not earlier
              than sixty (60) days after the date of such notice.

       c.     Partial Taking

              In case of taking of a part of the Premises, or a portion of the
              Building not required for the reasonable use of the Premises,
              then this Lease shall continue in full force and effect and the
              Rent shall 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 title to such portion vests in the
              condemning authority. If a portion of the Premises shall be so
              taken which renders the remainder of the Premises unsuitable for
              continued occupancy by Tenant under this Lease, Tenant may
              terminate this Lease by written notice to Landlord within sixty
              (60) days after the date of such taking and the term of this
              Lease shall expire upon such date as Tenant shall specify in such
              notice not later than sixty (60) days after the date of such
              notice.

       d.     Awards and Damages

              Landlord reserves all rights to damages to the Premises for any
              partial, constructive, or entire 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 or the condemning authority 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, business
              interruption or taking of Tenants personal property and leasehold
              improvements paid for by Tenant (not including Tenant's leasehold
              interest) provided that such damages may be claimed only if they
              are awarded separately in the eminent domain proceedings and not
              out of or as part of the damages recoverable by Landlord.


                                     - 31 -

<PAGE>   32

29.    NOTICES

       All notices under this Lease shall be in writing and delivered in person
       or sent by registered or certified mail, or nationally recognized courier
       (such as Federal Express, DHL, etc.), postage prepaid, to Landlord and to
       Tenant at the Notice Addresses provided in Section 1(l) (provided that
       after the Commencement Date any such notice may be mailed or delivered by
       hand to Tenant at the Premises) and to the holder of any mortgage or deed
       of trust at such place as such holder shall specify to Tenant in writing;
       or such other addresses as may from time to time be designated by any
       such party in writing. Notices mailed as aforesaid shall be deemed given
       on the date of such mailing.

30.    COSTS AND ATTORNEYS' FEES

       If Tenant or Landlord shall bring any action for any relief against the
       other, declaratory or otherwise, arising out of this Lease, including
       any suit by Landlord for the recovery of Rent, Additional Rent or other
       payments hereunder or possession of the Premises, each party shall, and
       hereby does, to the extent permitted by law, waive trial by jury and the
       losing party shall pay the prevailing party a reasonable sum for
       attorneys' fees in such suit, at trial and on appeal, and such
       attorneys' fees shall be deemed to have accrued on the commencement of
       such action.

31.    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 for
       the purpose of binding Landlord's representatives and agents personally,
       but are made and intended for the purpose of binding only the Landlord
       and the Landlord's interest in the Premises and Building, as the same
       may from time to time be encumbered. No personal liability or personal
       responsibility is assumed by, nor shall at any time be asserted or
       enforceable against Landlord, or its legal representatives, successors,
       and assigns on account of the Lease or on account of any covenant,
       undertaking or agreement of Landlord in this Lease contained.

32.    ESTOPPEL CERTIFICATES

       Tenant shall, from time to time, upon written request of Landlord,
       execute, acknowledge and deliver to Landlord or its designee a written
       statement prepared by Landlord stating: The date this Lease was executed
       and the date it expires; the date the term commenced and the date Tenant
       accepted the Premises; the amount of the current minimum monthly Rent
       and the date to which such Rent has been paid; and certifying to the
       extent true: That this Lease is in full force and effect and has not
       been assigned, modified, supplemented or amended in any way (or
       specifying the date and terms of agreement so

                                     - 32 -

<PAGE>   33

       affecting this Lease); that this Lease represents the entire agreement
       between the parties as to this leasing; that all conditions under this
       Lease to be performed by Landlord have been satisfied; that all required
       contributions by Landlord to Tenant on account of Tenant's Improvements
       have been received; that on this date there are no existing claims,
       defenses or offsets which Tenant has against the enforcement of this
       Lease by Landlord; that the security deposit is as stated in the Lease;
       and such other matters as Landlord may reasonably request. It is
       intended that any such statement delivered pursuant to this Section may
       be relied upon by a prospective purchaser of Landlord's interest or the
       holder of any mortgage upon Landlord's interest in the Building. If
       Tenant shall fail to respond within ten (10) days of receipt by Tenant
       of a written request by Landlord as herein provided, Tenant shall be
       deemed to have given such certificate as above provided without
       modification and shall be deemed to have admitted the accuracy of any
       information supplied by Landlord to a prospective purchaser or mortgagee
       and that this Lease is in full force and effect, that there are no
       uncured defaults in Landlord's performance, that the security deposit is
       as stated in the Lease, and that not more than one month's Rent has been
       paid in advance.

       Upon written request from Tenant, which shall not be submitted more than
       twice a year, Landlord shall execute, acknowledge and deliver to Tenant
       or its designee a written statement confirming the material terms of the
       Lease and indicating whether Tenant is in default under the Lease.
       Landlord should respond to Tenant's written request herein within thirty
       (30) days after the receipt of the request.

33.    TRANSFER OF LANDLORD'S INTEREST

       In the event of any transfers of Landlord's interest in the Premises or
       in the Building, other than a transfer for security purposes only, the
       transferor shall 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 such transferee shall have no obligation or
       liability with respect to any matter occurring or arising prior to the
       date of such transfer. Tenant agrees to attorn to the transferee. In the
       event of any transfer, Landlord shall transfer the Security Deposit to
       the transferee.

34.    RIGHT TO PERFORM

       If Tenant shall fail to pay any sum of money, other than Rent and
       Additional Rent required to be paid by it hereunder, or shall fail to
       perform any other act on its part to be performed hereunder, and such
       failure shall continue for ten (10) days after notice thereof by
       Landlord, Landlord may, but shall not be obligated so to do, and without
       waiving or releasing Tenant from any obligations of Tenant, make such
       payment or perform any such other act on Tenants part to be made or
       performed as provided in this Lease. Any sums paid by Landlord hereunder
       shall be immediately due and payable by Tenant to Landlord and Landlord
       shall have (in addition to any other right or remedy of Landlord)


                                     - 33 -

<PAGE>   34


       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.

35.    QUIET ENJOYMENT

       Tenant shall have the right to the peaceable and quiet use and enjoyment
       of the Premises, subject to the provisions of this Lease, as long as
       Tenant is not in default hereunder.

36.    NONDISCRIMINATION - SERVICES

       a.     Tenant agrees that it will not discriminate by segregation or
              otherwise against any person or persons because of race, sex,
              age, creed, color or national origin in furnishing, or by
              refusing to furnish, to such person, or persons, the use of the
              facility herein provided, including any and all services,
              privileges, accommodations, and activities provided thereby.

       b.     It is agreed that Tenant's noncompliance with the provisions of
              this clause shall constitute a material breach of this Lease. In
              the event of such noncompliance, Landlord may take appropriate
              action to enforce compliance, may terminate this Lease, or may
              pursue such other remedies as may be provided by law.

37.    NONDISCRIMINATION - EMPLOYMENT

       Tenant covenants and agrees that in all matters pertaining to the
       performance of this Lease, Tenant shall at all times conduct its
       business in a manner which assures fair, equal and nondiscriminatory
       treatment of all persons without respect to race, sex, age, color, creed
       or national origin and, in particular:

       a.     Tenant will maintain open hiring and employment practices and
              will welcome applications for employment in all positions from
              qualified individuals who are members of racial or other
              minorities, and

       b.     Tenant will comply strictly with all requirements of applicable
              federal, state and local laws or regulations issued pursuant
              thereto relating to the establishment of nondiscriminatory
              requirements in hiring and employment practices and assuring the
              service of all patrons or customers without discrimination as to
              any person's race, sex, age, creed, color or national origin.

38.    COMPLIANCE WITH ALL REGULATIONS AND LAWS

       Tenant agrees to comply with all reasonable and applicable rules and
       regulations of the Landlord pertaining to the Building, Property or
       other realty of which the Premises are a part now in existence or
       hereafter promulgated for the general safety and convenience of

                                     - 34 -

<PAGE>   35

       the Landlord, its various tenants, invitees, licensees and the general
       public. Tenant further agrees to comply with all applicable federal,
       state, and municipal laws, ordinances, and regulations, including
       without limitation those relating to environmental matters. Any fees for
       any inspection of the Premises during or for the Lease Term by a
       federal, state or municipal officer and the fees for any so-called
       "Certificate of Occupancy" for the Tenant Improvements shall be paid by
       Tenant.

39.    "TENANT" INCLUDES TENANTS, ETC.

       It is understood and agreed that for convenience the word "Tenant" and
       verbs and pronouns in the singular number and neuter gender are
       uniformly used throughout this Lease, regardless of the number, gender
       or fact of incorporation of the party who is, or of the parties who are,
       the actual Tenant or Tenants under this Lease.

40.    AUTHORITY

       If Tenant is a corporation, limited liability company, limited liability
       partnership or limited or general partnership, 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 or consents of all
       appropriate persons or entities required therefor and in accordance with
       the formation documents of Tenant, and that this Lease is binding upon
       Tenant in accordance with its terms. At Landlord's request, Tenant
       shall, prior to execution of this Lease, deliver to Landlord a copy of a
       resolution or consent, certified by an appropriate officer, partner or
       manager of Tenant authorizing or ratifying the execution of this Lease.

41.    HAZARDOUS MATERIALS

       a.     Tenant shall not dispose of or otherwise allow the release of any
              hazardous waste or materials in, on or under the Premises, the
              Building or Property, or any adjacent property, or in any
              improvements placed on the Premises.  Tenant represents and
              warrants to Landlord that Tenant's intended use of the Premises
              and Building does not involve the use, production, disposal or
              bringing on to the Premises and into Building of any hazardous
              waste or materials.  As used in this Section, the term "hazardous
              waste or materials" includes any substance, waste or material
              defined or designated as hazardous, toxic or dangerous (or any
              similar term) pursuant to any statute, regulation, rule or
              ordinance now or hereafter In effect.  Tenant shall promptly
              comply with all such statutes, regulations, rules and ordinances,
              and if Tenant fails to so comply Landlord may, after reasonable
              prior notice to Tenant (except in case of emergency) effect such
              compliance on behalf of Tenant.  Tenant shall immediately
              reimburse Landlord for all costs incurred in effecting such
              compliance.  Tenant's generator and three HVAC Condenser Units in
              the garage of the Building shall be subject to the requirements
              of this Section.

                                     - 35 -

<PAGE>   36

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

       c.     Landlord represents and warrants that to the best of its
              knowledge, Landlord has not used, generated, manufactured,
              produced, stored, released, discharged or disposed of on, under
              or about the Premises (or off-site of the Premises on the
              Property that might affect the Premises) or transferred to or
              from the Premises, any hazardous waste or materials or allowed
              any other person or entity to do so.  Landlord agrees to
              indemnify and hold harmless Tenant, its directors, officers,
              contractors, employees and agents from and against any and all
              loss, damage, cost, expense or liability (including attorneys'
              fees and costs) directly or indirectly attributable to Landlord's
              or its agents', contractors', servants' or employees' use,
              generation, manufacture, production, storage, release, discharge,
              disposal or the presence (through the act or omissions of
              Landlord) of any hazardous waste or materials on, under or about
              the Premises.  Notwithstanding the foregoing, Landlord shall not
              be liable to Tenant, its directors, officers, contractors,
              employees and agents for any and all loss, damage, cost, expense
              (including attorneys' fees and costs) directly or indirectly
              attributable to any storage, release, discharge or disposal of
              any hazardous waste or materials from any railroad train,
              equipment or other operation on the railroad tracks located
              between the Building and the World Trade Center East Building.

42.    TELECOMMUNICATIONS LINES AND EQUIPMENT

       a.     Location of Tenant's Equipment and Landlord Consent

              (1)    Tenant may install, maintain, replace, remove and use
                     communications or computer wires, cables and related
                     devices (collectively, the "Lines") at the Building in or
                     serving the Premises, only with Landlord's prior written
                     consent, which consent may be withheld In Landlord's sole
                     and absolute discretion. Tenant shall locate all
                     electronic telecommunications equipment within the
                     Premises and shall relocate all Tenant's equipment which
                     is located within the Building telephone closets or riser
                     spaces, at Tenant's cost, to the Tenant's Premises. Any
                     request for Landlord's consent shall contain detailed
                     plans, drawings and specifications

                                     - 36 -

<PAGE>   37

                     identifying all work to be performed, the time schedule
                     for completion of the work, the identity of the entity
                     that will provide service to the Lines and the identity of
                     the entity that will perform the proposed work (which
                     entity shall be subject to Landlord's approval). Landlord
                     shall have a reasonable period of time in which to
                     evaluate the request after it is submitted by Tenant.

              (2)    Landlord's approval of, or requirements concerning, the
                     Lines or any equipment related thereto, the plans,
                     specifications or designs related thereto, the contractor
                     or subcontractor, or the work performed hereunder, shall
                     not be deemed a warranty as to the adequacy thereof, and
                     Landlord hereby disclaims any responsibility or liability
                     for the same. Landlord disclaims all responsibility for
                     the condition or utility of the intra-building network
                     cabling ("INC") and makes no representation regarding the
                     suitability of the INC for Tenant's intended use.

              (3)    If Landlord consents to Tenant's proposal, Tenant shall
                     (A) pay all costs in connection therewith (including all
                     costs related to new Lines); (B) comply with all
                     requirements and conditions of this Section; and (C) use,
                     maintain and operate the Lines and related equipment in
                     accordance with and subject to all laws governing the
                     Lines and equipment. Tenant shall further insure that (I)
                     Tenant's contractor complies with the provisions of this
                     Section and Landlord's reasonable requirements governing
                     any work performed; (II) Tenant's contractor provides all
                     insurance required by Landlord; (III) any work performed
                     shall comply with all federal, state and local laws and
                     regulations; and (IV) as soon as the work in completed,
                     Tenant shall submit "as-built" drawings to Landlord.

              (4)    Landlord reserves the right to require that Tenant remove
                     any Lines located in or serving the Premises which are
                     installed in violation of these provisions, or which are
                     at any time in violation of any laws or present a
                     dangerous or potentially dangerous condition (whether such
                     Lines were installed by Tenant or any other party), within
                     three (3) days after written notice.

              (5)    Notwithstanding anything in the above sections, Tenant
                     shall remove any Lines located in or serving the Premises
                     promptly upon expiration or sooner termination of this
                     Lease.

              (6)    Notwithstanding anything in this Section 42 to the
                     contrary, Lines shall not include basic telephone wiring
                     and cabling.

                                     - 37 -

<PAGE>   38

       b.     Landlord's Rights

              Landlord may (but shall not have the obligation to):

              (1)    install new Lines at the Building;

              (2)    create additional space for Lines at the Building; and

              (3)    direct, monitor and/or supervise the installation,
                     maintenance, replacement and removal of, the allocation
                     and periodic re-allocation of available space (if any)
                     for, and the allocation of excess capacity (if any) on,
                     any Lines now or hereafter installed at the Building by
                     Landlord, Tenant or any other party (but Landlord shall
                     have no right to monitor or control the information
                     transmitted through such Lines).

       c.     Indemnification

              In addition to any other indemnification obligations under this
              Lease, Tenant shall indemnify and hold harmless Landlord and its
              employees, agents, officers, and contractors from and against any
              and all claims, demands, penalties, fines, liabilities,
              settlements, damages, costs or expenses (including reasonable
              attorneys' fees) arising out of or in any way related to the acts
              and omissions of Tenant, Tenant's officers, directors, employees,
              agents, contractors, subcontractors, subtenants, and invitees
              with respect to: (i) any Lines or equipment related thereto
              serving Tenant in the Building; (ii) any personal injury
              (including wrongful death) or property damage arising out of or
              related to any Lines or equipment related thereto serving Tenant
              in the Building; (iii) any lawsuit brought or threatened,
              settlement reached, or governmental order, fine or penalty
              relating to such Lines or equipment related thereto; and (iv) any
              violations of federal, state or local laws and regulations or
              demands of governmental authorities, or any reasonable policies
              or requirement of Landlord, which are based upon or in any way
              related to such Lines or equipment. This indemnification and hold
              harmless agreement shall survive the termination of this Lease.

       d.     Limitation of Liability

              Landlord shall have no liability for damages arising from, and
              Landlord does not warrant that the Tenant's use of any Lines will
              be free from the following (collectively called "Line Problems"):
              (i) any shortages, failures, variations, interruptions,
              disconnections, loss or damage caused by the installation,
              maintenance, or replacement, use or removal of Lines by or for
              other tenants or occupants at the Building, by any failure of the
              environmental conditions or the

                                     - 38 -

<PAGE>   39

              power supply for the Building to conform to any requirement of
              the Lines or any associated equipment, or any other problems
              associated with any Lines by any other cause; (ii) any failure of
              any Lines to satisfy Tenant's requirements; or (iii) any
              eavesdropping or wire-tapping by unauthorized parties. Landlord
              in no event shall be liable for damages by reason of loss of
              profits, business interruption or other consequential damage
              arising from any Line Problems. Under no circumstances shall any
              Line Problems be deemed an actual or constructive eviction of
              Tenant, render Landlord liable to Tenant for abatement of Rent,
              or relieve Tenant from performance of Tenant's obligations under
              this Lease.

       e.     Electromagnetic Fields

              If Tenant at any time uses any equipment that may create an
              electromagnetic field exceeding the normal Insulation ratings of
              ordinary twisted pair riser cable or cause radiation higher than
              normal background radiation, Landlord reserves the right to
              require Tenant to appropriately insulate the Lines therefore
              (including riser cables) to prevent such excessive
              electromagnetic fields or radiation.

       f.     Data Center Lines

              Notwithstanding the foregoing provisions of this Lease, Landlord
              acknowledges that Landlord has approved and Tenant may install,
              as part of the Tenant Improvements, all Lines depicted on the
              plans for the Tenant Improvements approved by Landlord, including
              Lines which connect the emergency generator located in the garage
              of the Building to the Premises, and Lines between the Data
              Center and the remainder of the Premises on the Second Floor of
              the Building. The nature and location of Lines to connect the
              Premises with any Roof-Top Devices will be reviewed and be
              subject to Landlord's approval when Tenant proposes the
              installation of the Roof-Top Devices.

43.    GENERAL

       a.     Headings

              Titles to 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.     Successors and Assigns

              All of the covenants, agreements, terms and conditions contained
              in this Lease shall inure to and be binding upon the Landlord and
              Tenant and their respective, successors and assigns.

                                     - 39 -

<PAGE>   40

       c.     Brokers

              Tenant represents and warrants that it was represented by Cushman
              Wakefield, Inc. ("Tenant's Broker") in connection with the
              negotiation and/or execution of this Lease, and in the
              identification of the Premises. Landlord shall pay Tenant's
              Broker a commission based on $3.50 per rentable square foot of
              the Premises for a total amount of $78,421.00. Landlord shall pay
              Tenant's Broker $39,210.50 on the date that the Lease is fully
              executed and $39,210.50 on the Rent Commencement Date. If Tenant
              has dealt with any other person or real estate broker with
              respect to leasing or renting space in the Building, Tenant shall
              be solely responsible for the payment of any fee due said person
              or firm and Tenant shall indemnify and hold Landlord harmless
              against any liability in respect thereto, including Landlord's
              attorneys' fees and costs in defense of any such claim. Landlord
              has engaged Washington Partners, Inc., who has represented
              Landlord in this Lease. Landlord shall be solely responsible for
              the payment of any fee due to Washington Partners, Inc. in
              connection with the negotiation and/or execution of this Lease.
              If Landlord has dealt with any other person or real estate broker
              with respect to leasing or renting the Premises, Landlord shall
              be solely responsible for the payment of any fee due said person
              or firm and Landlord shall indemnify and hold Tenant harmless
              against any liability in respect thereto, including Tenant's
              attorneys' fees and costs in defense of any such claim.

       d.     Entire Agreement

              This Lease contains all covenants and agreements between Landlord
              and Tenant relating in any manner to the leasing, use and
              occupancy of the Premises, to 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.

       e.     Severability

              Any provision of this Lease which shall be held 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.

       f.     Force Majeure

              Except for the payment of Rent, Additional Rent and other sums
              payable by Tenant, time periods for Tenant's or Landlord's
              performance under any provisions of this Lease shall be extended
              for periods of time during which Tenant's or

                                     - 40 -

<PAGE>   41
              Landlord's performance is prevented due to circumstances beyond
              Tenant's or Landlord's reasonable control.

       g.     Right to Change Public Spaces

              Landlord shall have the right at any time, without thereby
              creating an actual or constructive eviction or incurring any
              liability to Tenant therefor, to change such of the following
              Common Areas which are not contained within the Premises or any
              part thereof: entrances, passageways, doors and doorways,
              corridors, stairs, toilets and other like public service portions
              of the Building. Nevertheless, in no event shall Landlord
              diminish any service, change the arrangement or location of the
              elevators serving the Premises, make any change which shall
              diminish the area of the Premises, or make any change to the
              character of the Building from that of a first-class office
              building.

       h.     Governing Law

              This Lease shall be governed by and construed in accordance with
              the laws of the State of Washington.

       i.     Building Directory

              Landlord shall maintain in the lobby of Building a directory
              which shall include the name of Tenant and any other names
              reasonably requested by Tenant in proportion to the number of
              listings given to comparable tenants of the Building.

       j.     Building Name

              The Building shall be known by such name as Landlord may
              designate from time to time.

       k.     Memorandum of Lease

              This Lease shall not be recorded and if the Lease is recorded,
              this Lease will automatically terminate. A Memorandum of Lease to
              provide constructive notice of the Lease may be recorded with
              real property records of King County, Washington upon the
              signature and written approval of Landlord, in the form attached
              hereto and incorporated herein as Exhibit F.

44.    ENTIRE AGREEMENT - AMENDMENTS

       This Lease together with any and all exhibits expressed incorporated
       herein by reference and attached hereto shall constitute the whole Lease
       between the parties. There are no

                                     - 41 -

<PAGE>   42

       terms, obligations, covenants or conditions other than those contained
       herein. No modification or amendment of this Lease shall be valid or
       effective unless evidenced by a lease in writing signed by both parties.

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

                                             TENANT:
                                             XYPOINT CORPORATION

                                             By  /s/ Kenneth Arneson
                                               ------------------------------
                                                Name:   Kenneth Arneson
                                                       ----------------------
                                                Its:    President
                                                      -----------------------

                                             LANDLORD:

                                             PORT OF SEATTLE


                                             By  /s/ M.R. Dinsmore
                                               ------------------------------
                                                Name:   M.R. Dinsmore
                                                       ----------------------
                                                Its:    Executive Director
                                                      -----------------------

                                     - 42 -