<PAGE>

[LETTERHEAD]

                                                                 EXHIBIT 10.21

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
            This Has Been Prepared For Submission To Your Attorney
                   For Review And Approval Prior To Signing
   No Representation Is Made By Licensee As To Its Legal Sufficiency
                                 Or Tax Consequences
 CBA Text Disclaimer: Text deleted by licensee indicated by strike. New text
           inserted by licensee indicated by small capital letters.

THIS LEASE AGREEMENT (the "Lease") is entered into this 3RD day of
                                                         ---
JANUARY 2000, between HOWE/HORIZON HOLDINGS, LLC ("Landlord"), and INSYNQ, INC.
-------------          --------------------------                   ------------
("Tenant"). Landlord and Tenant agree as follows:

1.   LEASE SUMMARY

     a.   Leased Premises. The leased commercial real estate (the "Premises")
     consist of an agreed area of 17,525 rentable square feet and are outlined
                                  ------
     on the floor plan attached as Exhibit A, located on the land legally
     described on attached Exhibit B, and is commonly known as 1101 BROADWAY
                                                               -------------
     PLAZA, TACOMA, WA 98402. The Premises do not include, and Landlord
     -----------------------
     reserves, the exterior walls and roof of the Premises, the land beneath the
     Premises, the pipes and ducts, conduits, wires, fixtures, and "Building").
     The Building, the land upon which it is situated, all other improvements
     located on such land, and all common areas appurtenant to the Building are
     referred to as the "Property." FOR THE FIRST FIVE MONTHS OF THE LEASE TERM,
     TENANT SHALL OCCUPY FLOORS 2, 3, AND 4 WHICH CONSTITUTES 10,261 RENTABLE
     SQUARE FEET, AND SHALL TAKE OCCUPANCY OF THE REMAINING LEASED PREMISES
     COMMENCING JUNE 1, 2000. SEE EXHIBIT D, LANDLORD PENALTY.

     b.   Lease Commencement Date. The Lease shall commence on JANUARY 15, 2000,
                                                               ----------------
     or such earlier or later date as provided in Section 3 (the "Commencement
     Date").

     c.   Lease Termination Date. The Lease shall terminate at midnight on
     JANUARY 14, 2010, or such earlier or later date as provided in Section 3
     ----------------
     (the "Termination Date").

     d.   Base Rent. The base monthly rent shall be (check one): [_] $      ,
                                                                       ------
     or [X] according to the Rent Rider attached hereto. Rent shall be
     payable at Landlord's address shown in Section 1(h) below, or such other
     place designated in writing by Landlord.

     e.   Prepaid Rent. Upon execution of this Lease, Tenant shall deliver to
     Landlord the sum of $14,963.96 as prepaid rent, to be applied to the Rent
                         ----------
     due for the First month(s) of the Lease.
                 -----

     f.   Security Deposit. The amount of the security deposit is $153,343.75
                                                                  -----------
     (EQUAL TO SIX MONTHS' RENT) IN THE FORM OF A LETTER OF CREDIT.
     -------------------------------------------------------------

     g.   Permitted Use. The Premises shall be used only for GENERAL OFFICE and
                                                             --------------
     for no other purpose without the prior written consent of Landlord, WHICH
     CONSENT SHALL NOT BE UNREASONABLY WITHHELD.

     h.   Notice and Payment Addresses:

     Landlord: HOWE/HORIZON HOLDINGS C/O COLLIERS REAL ESTATE MANAGEMENT
               ---------------------------------------------------------
     SERVICES, 4301 INDUSTRY DR E SUITE A, TACOMA WA 98424 Fax No.: 253-926-5333
     ------------------------------------------------------         ------------

     Tenant: INSYNQ, INC., 1101 BROADWAY PLAZA, TACOMA WA 98402
             --------------------------------------------------
     Fax No.: 253-404-3842
              ------------

     i.   Tenant's Pro Rata Share. Landlord and Tenant agree that Tenant's Pro
     Rata Share is 74%, based on the ratio of the agreed rentable area of the
                   ---
     Premises to the agreed rentable area of the Building and all other
     buildings on the Property as of the date of this Lease. FOR THE FIRST FIVE
     MONTHS OF THE LEASE TERM, TENANT'S PRO RATA SHARE SHALL REFLECT SPACE
     OCCUPIED.

2.   PREMISES. Landlord leases to Tenant, and Tenant leases from Landlord the
     Premises upon the terms specified in this Lease.

3.   TERM.

     a.   Commencement Date. The Lease shall commence on the date specified in
     Section 1(b), or on such earlier or later date as may be specified by
     written notice delivered by Landlord to Tenant advising Tenant that the
     Premises are ready for possession and specifying the Commencement Date,
     which shall not be less that 30 (30 if not completed) days following the
                                  --
     date of such notice.



<PAGE>

+----+
|    | CBA Form MT-LS                                         (c) Copyright 1997
|    | Rev'd 6/97                                 Commercial Brokers Association
|    | Page 24 of 20                                         ALL RIGHTS RESERVED
|    |
+----+

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)

     If Tenant occupies the Premise before Commencement Date specified in
     Section 1(b), tenant shall pay a pro rated rent on the space occupied. If
     Landlord acts diligently to make the Premises available to tenant, neither
     Landlord nor any agent or employee of Landlord shall be liable for any
     damage or loss due to Landlord's inability or failure to deliver possess of
     the Premises to Tenant as provided in this Lease. The termination Date
     shall be modified upon any change in the commencement Date so that the
     length of the Lease term is not changed. If Landlord does not deliver
     possession of the Premises to Tenant within 60 days (60 if not completed)
     after the date specified in Section 1(b), Tenant may elect to cancel this
     Lease by giving written notice to Landlord within 10 days after such time
     period ends. If Tenant gives such notice, the Lease shall be canceled, all
     prepaid rent and security deposits shall be refunded to tenant, and neither
     Landlord nor Tenant shall have any further obligations to the other. The
     first "Lease Year" shall commence on the Commencement Date and shall end on
     the date which is twelve (12) months from the end of the month in which the
     Commencement Date occurs. Each successive Lease Year during the initial
     term and any extension terms shall be twelve (12) months, commencing on the
     first day following the end of the preceding Lease Year, except that the
     last Lease Year shall end on the Termination Date.


     b.   Tenant Obligations.  To the extent Tenant's tenant improvements are
     not completed in time for the Tenant to occupy or take possess of the
     Premises on the Commencement Date due to the failure of Tenant to fulfill
     any of its obligations under this Lease, the Lease shall nevertheless
     commence on the Commencement Date.

     Except as specified elsewhere in this Lease, Landlord makes no
     representations or warranties to Tenant regarding the Premises, including
     the structural condition of the Premises and the condition of all
     mechanical, electrical, and other systems on the Premises. Except for any
     tenant improvements described on attached Exhibit C to be completed by
     Landlord (defined therein as "Landlord's Work"), Tenant shall be
     responsible for performing any work necessary to bring the Premises into
     condition satisfactory to Tenant. By signing this Lease, Tenant
     acknowledges that it has had adequate opportunity to investigate the
     Premises, acknowledges responsibility for making any corrections,
     alterations and repairs to the Premises (Other than the Landlord's Work),
     and acknowledges that the time needed to complete any such items shall not
     delay the Commencement Date.

     Attached Exhibit C sets forth all Landlord's Work, if any, and all tenant
     improvements to be completed by Tenant ("Tenant's Work"), which is to be
     performed on the Premises. Responsibilities for design, payment and
     performance of all such work shall be as set forth on attached Exhibit C.
     If Tenant fails to notify Landlord of any defects in the Landlord's Work
     within ten (10) days of delivery of possession to Tenant, Tenant shall be
     deemed to have accepted the Premises in their then condition. If Tenant
     discovers any major defects in the Landlord's Work during this 10-day
     period that would prevent Tenant from using the Premises for its intended
     purposes, Tenant shall so notify Landlord in writing and the Commencement
     Date shall be delayed until after Landlord has corrected the major defects
     and Tenant has had five (5) days to inspect and approve the Premises after
     Landlord's correction of such defects. The Commencement Date shall not be
     delayed if Tenant's inspection reveals minor defects in the Landlord's Work
     that will not prevent Tenant from using the Premises for their intended
     purpose. Tenant shall prepare a punch list of all minor defects and provide
     the punch list to Landlord. Landlord shall promptly correct all punch list
     items.

4.   RENT.  Tenant shall pay Landlord without demand, deduction or offset, in
     lawful money of the United States, the monthly rental stated in Section
     1(d) in advance on or before the first day of each month during the Lease
     Term beginning on (check one): [X] the Commencement Date, or [ ] __________
     (specify, but if no date specified, then on the Commencement Date), and any
     other additional payments due to Landlord, including Operating Costs
     (collectively the "Rent") when required under this Lease. Payments for any
     partial month at the beginning or end of the Lease term shall be prorated.

     If any sums payable by Tenant to Landlord under this Lease are not received
     by the fifth (5th) day of each month, Tenant shall pay Landlord in addition
     to the amount due, for the cost of collecting and handling such late
     payment, an amount equal to the greater of $100 or five percent (5%) of the
     delinquent amount. In addition, all delinquent sums payable by Tenant to
     landlord and not paid within five days of the due date shall, at Landlord's
     option, bear interest at the rate of twelve percent (12%) per annum, or the
     highest rate of interest allowable by law, whichever is less. Interest on
     all delinquent amounts shall be calculated from the original due date to
     the date of payment.


<PAGE>

+----+
|    | CBA Form MT-LS                                         (c) Copyright 1997
|    | Rev'd 6/97                                 Commercial Brokers Association
|    | Page 34 of 20                                         ALL RIGHTS RESERVED
|    |
+----+

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)

     Landlord's acceptance of less than the full amount of any payment due from
     tenant shall not be deemed an accord and satisfaction or compromise of such
     payment unless Landlord specifically consents in writing to payment of such
     lesser sum as an accord and satisfaction or compromise of the amount which
     Landlord claims.

5.   SECURITY DEPOSIT.  Upon execution of this Lease, Tenant shall delivery to
     Landlord the security deposit specified in Section 1(f) above. The Security
     Deposit shall be in the form of a revolving, unconditional, irrevocable
     Letter of Credit in the amount of $153,343.75, equal to six months' rent.
     The Letter of Credit shall be reduced over the term of the lease 10% per
     annum on the anniversary date of the lease. Should the financial standing
     of Insynq change and become acceptable to Landlord and Landlord's financial
     institution at any time over th term of the lease, or if personal
     guarantees from acceptable parties of equal strength are given, the letter
     of credit may be removed, the decision of which shall not be unreasonably
     withheld. Landlord may commingle the security deposit with its other funds.
     If Tenant breaches any covenant or condition of this Lease, including but
     not limited to the payment of Rent. Landlord may apply all or any part of
     the security deposit to the payment of any us in default and any damage
     suffered by Landlord as a result of Tenant's breach. In such event, Tenant
     shall, within five (5) days after written demand therefor by Landlord,
     deposit with Landlord the amount so applied. Any payment to Landlord from
     the security deposit shall not be construed as a payment of liquidated
     damages for any default. If Tenant complies with all of the covenants and
     conditions of this Lease throughout the Lease term, the security deposit
     shall be repaid to Tenant without interest within 30 days after the
     vacation of the Premises by Tenant.

6.   USES.  The Premises shall be used only for the use(s) specified in Section
     1(g) above ("the Permitted Use"), and for no other business or purpose
     without the prior written consent of Landlord. No act shall be done on or
     around the Premises that is unlawful or that will increase the existing
     rate of insurance on the Premises or the Building, or cause the
     cancellation of any insurance on the Premises or the Building. Tenant shall
     not commit or allow to be committed any waste upon the Premises, or any
     public or private nuisance. Tenant shall not do or permit anything to be
     done in the Premises or on the Property which will obstruct or interfere
     with the rights of other tenants or occupants of the Property, or their
     customers, clients and visitors, or to injure or annoy such persons.

7.   COMPLIANCE WITH LAWS.  Tenant shall not cause or permit th Premises to be
     sued in any way which violates any law, ordinance, or governmental
     regulation or order. Landlord represents to Tenant, to the best of
     Landlord's knowledge, that with the exception of any Tenant's Work, as of
     the Commencement Date, the Premises comply with all applicable laws, rules,
     regulations, or orders, including without limitation, the Americans With
     Disabilities Act, if applicable, and Landlord shall be responsible to
     promptly cure any noncompliance which existed on the Commencement Date.
     Tenant shall be responsible for complying with all laws applicable to the
     Premises as a result of Tenant's particular use, such as modifications
     required by the Americans With Disabilities Act as a result of Tenant
     opening the Premises to the public as a place of public accommodation. If
     the enactment or enforcement of any law, ordinance, regulation or code
     during the Lease term requires any changes to the Premises during the Lease
     term, the Tenant shall perform all such changes at its expense if the
     changes are required due to the nature of Tenant's activities at the
     Premises, or to alterations that Tenant seeks to make to the Premises;
     otherwise, Landlord shall perform all such changes at its expense.

8.   OPERATING COSTS.

     a.   Definition.  As used herein, "Operating Costs" shall mean all costs of
     operating, maintaining and repairing the Premises, the Building, and the
     Property, determined in accordance with generally accepted accounting
     principles, and including without limitation the following: all taxes and
     assessments (including but not limited to, real and personal property taxes
     and assessments, local improvement district assessments and other special
     purpose assessments, and taxes on rent or gross receipts); insurance
     premiums paid by Landlord and (to the extent used) deductibles; water,
     sewer and all other utility charges (other than utilities separately
     entered and paid directly Tenant or other tenants); janitorial and all
     other cleaning services; refuse and trash removal; refurbishing and
     repainting; carpet replacement; air conditioning, heating, ventilation and
     elevator service; pest control; lighting systems, fire detection and
     security system; landscape maintenance; management (fees and/or personnel
     costs); parking lot, road, sidewalk and driveway patching, resurfacing and
     maintenance; snow and ice removal; amortization (in accordance with
     generally accepted accounting principles) of capital improvements as
     Landlord may in the future install to comply with governmental regulations
     and rules or undertaken in good faith with a reasonable expectation of
     reducing operating costs (the useful life of which shall

<PAGE>

+----+
|    | CBA Form MT-LS                                         (c) Copyright 1997
|    | Rev'd 6/97                                 Commercial Brokers Association
|    | Page 44 of 20                                         ALL RIGHTS RESERVED
|    |
+----+

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)

     be a reasonable period of time as determined by Landlord); and costs of
     legal services (except those incurred directly relating to a particular
     occupant of the Building); accounting services, labor, supplies, materials
     and tools. Landlord and Tenant agree that if the Building is not ninety
     percent (90%) occupied during any calendar year, on a monthly average, then
     the Operating Costs shall be increased to reflect the Operating Costs of
     the Building as though it were ninety percent (90%) occupied and Tenant's
     Pro Rata Share of Operating costs shall be based upon Operating Costs as so
     adjusted. Operating Costs shall not include: Landlord's income tax or
     general corporate overhead, depreciation on the Building or equipment
     therein; loan payments; real estate broker's commission; capital
     improvements to or major repairs of the Building shell (i.e., the Building
     structure, exterior walls and roof) not described in this paragraph; or any
     costs regarding the operation, maintenance and repair of the Premises, the
     Building, or the Property paid directly by Tenant or other tenants in the
     Building. If Tenant is renting a pad separate from any other structures on
     the Property for which Landlord separately furnishes the services described
     in this paragraph, then the term "Operating Costs" shall not include those
     costs of operating, repairing, and maintaining the enclosed mall which can
     be separately allocated to the tenants of the other structures. Operating
     Costs which can not be separately allocated to the tenants of other
     structures may include but are not limited to: insurance premiums; taxes
     and assessments; management (fees and/or personnel costs); exterior
     lighting; parking lot, road, sidewalk and driveway patching, resurfacing
     and maintenance; snow and ice removal; and costs of legal services and
     accounting services.

     b.   Method of Payment: Pure Triple Net/Expense Stop Options.  OPTIONS ONE
     AND TWO ADDRESS THE MANNER IN WHICH OPERATING COSTS ARE PAID UNDER THIS
     LEASE. TO SELECT THE PURE TRIPLE NET OPTION, CHECK OPTION 1. TO SELECT THE
     EXPENSE STOP OPTION, CHECK OPTION 2.

     [ ] OPTION ONE: TRIPLE NET.  As additional Rent, Tenant shall pay to
     Landlord on the first of each month with payment of Tenant's base Rent one-
     twelfth of Tenant's Pro Rata Share of Operating Costs.

     [X] OPTION TWO: EXPENSE STOP.  The base Rent paid by Tenant under this
     Lease includes Tenant's Pro Rata Share of Operating Costs for the year in
     which the Commencement Date occurs. As additional Rent, Tenant shall pay to
     Landlord on the first day of each month commencing on the first day of the
     year after the year in which the Commencement Date occurs, with Tenant's
     payment of base Rent, one-twelfth of the amount, if any, by which Tenant's
     Pro Rata Share of Operating Costs exceeds the actual base year 2000
     operating costs determined on the basis of square footage of rentable area
     of the building (the "Expense Stop"). For example, if actual base year 2000
     operating costs of the Building are $5.00 per square foot, Tenant would pay
     as additional rent the amount by which successive year Operating Costs
     exceed $5.00 per square foot, paid as set forth in section (c) fellow.

     c.   Method of Payment.  Tenant shall pay to Landlord Operating Costs as
     provided above pursuant to the following procedure:

     i)   Landlord shall provide to Tenant, at or before the Commencement Date,
     a good faith estimate of annual Operating Costs for the calendar year in
     which the Commencement Date occurs. Landlord shall also provide to Tenant,
     as soon as possible following the first day of each succeeding calendar
     year, a good faith estimate of Tenant's annual Pro Rata Share of Operating
     Costs for the then-current year;

     (ii) Each estimate of Tenant's annual Pro Rata Share of Operating Costs
     determined by Landlord as described above, shall be divided into twelve
     (12) equal monthly installments. If Tenant pays Operating Costs under
     Option One, Tenant shall pay to Landlord such monthly installment of
     Operating costs with each monthly payment of base Rent. If Tenant pays
     Operating Costs under Option Two, Tenant shall pay to Landlord with each
     monthly payment of base Rent the amount, if any, by which such monthly
     installments of Operating Costs exceed one twelfth of the Expense Stop
     multiplied by the agreed are of the Premises. In the event the estimated
     amount of Tenant's Pro Rata Share of Operating Costs has not yet been
     determined for any calendar year, Tenant shall pay the monthly installment
     in the estimated amount determined for the preceding calendar year until
     the estimate for the current calendar year has been provided to Tenant. At
     such time as the estimate for the current calendar year is received, Tenant
     shall than pay any shortfall or receive a credit for any surplus for the
     preceding months of the current calendar year and shall, thereafter, make
     the monthly installment payment in accordance with the current estimate;
     and

<PAGE>

+----+
|    | CBA Form MT-LS                                         (c) Copyright 1997
|    | Rev'd 6/97                                 Commercial Brokers Association
|    | Page 54 of 20                                         ALL RIGHTS RESERVED
|    |
+----+

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)

     (iii) As soon as reasonably possible following the end of each calendar
year of the Lease term, Landlord shall determine and provide to Tenant a
statement (the "Operating Costs Statement") setting forth the amount of
Operating Costs actually incurred and the amount of Tenant's Pro Rata Share of
Operating Costs actually payable by Tenant with respect to such calendar year.
In the event the amount of Tenant's Pro Rata Share of Operating Costs exceeds
the sum of the monthly installments actually paid by Tenant for such calendar
year, Tenant shall pay to Landlord the difference within thirty (30) days
following receipt of the Operating Costs Statement. In the event the sum of such
installments exceeds the amount of Tenant's Pro Rata Share of Operating Costs
actually due and owing, the different shall be applied as a credit to Tenant's
future Pro Rata Share of Operating Costs payable by Tenant pursuant to this
Section.

9.   UTILITIES AND SERVICES.  Landlord shall provide the Premises the following
services, the cost of which shall be included in the Operating Costs: water and
electricity for the Premises seven (7) days per week, twenty-four (24) hours per
day, and heating ventilation and air conditioning from 7:30 a.m. to 6:30 p.m.
Monday through Friday, and shall provide janitorial service to the Premises and
Building five (5) nights each week, exclusive of holidays. Heating, ventilation
and air conditioning services will also be provided by Landlord to the Premises
during additional hours on reasonable notice to Landlord, at Tenant's sole cost
and expense, at an hourly rate reasonable established by Landlord from time to
time and payable by Tenant, as billed, as additional Rent.

     Tenant shall furnish and pay, at Tenant's sole expense, all other utilities
(including but not limited to, telephone and cable service if available) and
other services which Tenant required with respect to the Premises, except those
to be provided by Landlord as described above. Notwithstanding the foregoing, if
Tenant's use of the Premises incurs utility service charges which are above
ordinary usage, Landlord reserves the right to require Tenant to pay a
reasonable additional charge for such usage. For example, where Tenant installs
and uses a number of electronic devices which is greater than normal, the
increased usage may result in higher electrical charges and increased charges
for cooling since overheating of rooms may result.

10.  TAXES.  Tenant shall pay all taxes, assessments, liens and license fees
("Taxes") levied, assessed or imposed by any authority having the direct or
indirect power to tax or assess any such liens, by reason of Tenant's use of the
Premises, and all Taxes on Tenant's personal property located on the Premises.
Landlord shall pay all Taxes with respect to the Building and the Project,
including any Taxes resulting from a reassessment of the Building or the Project
due to a change of ownership or otherwise, which shall be included in Operating
Costs.

11.  COMMON AREAS.

     A.   Definition.  The term "Common Areas" means all areas and facilities
that are provided and designated from time to time by Landlord for the general
non-exclusive use and convenience of Tenant with other tenants and which are not
leased or held for the exclusive use of a particular tenant. Common Areas may,
but do not necessarily include, hallways, entryways, stairs, elevators,
driveways, walkways, terraces, docks, loading areas, restrooms, trash
facilities, parking areas, and garages, roadways, pedestrian sidewalks,
landscaped areas, security areas and lobby or mall areas. Tenant shall comply
with reasonable rules and regulations concerning the use of the common areas
adopted by Landlord from time to time. Without advance notice to Tenant and
without any liability to Tenant, Landlord may change the size, use or nature of
any common areas, erect improvements on the Common Areas or convert any portion
of the Common Areas to the exclusive use of Landlord or selected tenants, so
long as Tenant is not thereby deprived of the substantial benefit of the
Premises. Landlord reserves the use of exterior walls and the roof, and the
right to install, maintain, use, repair and replace pipes, ducts, conduits, and
wires leading through the Premises in areas which will not materially interfere
with Tenant's use thereof.

     b.   Use of the Common Areas.  Tenant shall have the non-exclusive right in
common wich such other tenants to whom Landlord has granted or may grant such
rights to use the Common Areas. Tenant shall abide by rules and regulations
adopted by Landlord from time to time and shall use its best efforts to cause
its employees, contractors, and invitees to comply with those rules and
regulations and not interfere with the use of Common Areas by others.

     c.   Maintenance of Common Areas.  Landlord shall maintain the Common Areas
in good order, condition and repair. This maintenance cost shall be Operating
Cost chargeable to Tenant pursuant to Section 8.

<PAGE>

+----+
|    | CBA Form MT-LS                                         (c) Copyright 1997
|    | Rev'd 6/97                                 Commercial Brokers Association
|    | Page 64 of 20                                         ALL RIGHTS RESERVED
|    |
+----+

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)

12.  ALTERATIONS.  Tenant may make alterations, additions, or improvements to
     the Premises, including any Tenant's Work identified on attached Exhibit C
     ("Alterations"), with the prior written consent of Landlord. The term
     "Alterations" shall not include the installation of shelves, movable
     partitions, Tenant's equipment, and trade fixtures which may be performed
     without damaging existing improvements or the structural integrity of the
     Premises, and Landlord's consent shall not be required for Tenant's
     installation of those items. Tenant shall complete all Alterations at
     Tenant's expense in compliance with all applicable laws and in accordance
     with plans and specifications approved by landlord, using contractors
     approved by Landlord, and in a manner so as to not unreasonably interfere
     with other tenants. Landlord shall be deemed the owner of all Alterations
     except for those which Landlord requires to be removed at the end of the
     Lease term. Tenant shall remove all Alterations at the end of the Lease
     term unless Landlord conditioned its consent upon Tenant leaving a
     specified alteration at the Premises, in which case Tenant shall not remove
     such Alteration. Tenant shall immediately repair any damage to the Premises
     caused by removal of Alterations.

13.  REPAIRS AND MAINTENANCE.  Tenant shall, at its sole expense, maintain the
     Premises in good condition and promptly make all repairs and replacements,
     whether structural or non-structural, necessary to keep the Premises safe
     and in good condition, including all utilities and other systems serving
     the Premises. Landlord shall maintain and repair the Building structure,
     foundation, exterior walls, and roof, and the Common Areas, the cost of
     which shall be included as an Operating Costs. Tenant shall not damage any
     demising wall or disturb the structural integrity of the Premises and shall
     promptly repair any damage or injure done to any such demising walls or
     structural elements caused by Tenant or its employees, agents, contractors,
     or invitees. If Tenant fails to maintain or repair the Premises, Landlord
     may enter the Premises and perform such repair or maintenance on behalf of
     Tenant. In such case, Tenant shall be obligated to pay to Landlord
     immediately upon receipt of demand for payment, as additional Rent, all
     costs incurred by Landlord. Notwithstanding anything in this Section to the
     contrary, Tenant shall not be responsible for any repairs to the Premises
     made necessary by the acts of Landlord or its agents, employees,
     contractors or invitees therein.

     Upon expiration of the Lease term, whether by lapse of time or otherwise,
     Tenant shall promptly and peacefully surrender the Premises, together with
     all keys, to Landlord in as good condition as when received by Tenant from
     Landlord or as thereafter improved, reasonable wear and tear and insured
     casualty excepted.

14.  ACCESS.  After reasonable notice from Landlord (except in cases of
     emergency, where no notice is required), Tenant shall permit Landlord and
     its agents and employees to enter the Premises at all reasonable times for
     the purposes of repair or inspection. This Section shall not impose any
     repair or other obligation upon Landlord not expressly stated elsewhere in
     this Lease. After reasonable notice to Tenant, Landlord shall have the
     right to enter the Premises for the purpose of showing the Premises to
     prospective purchasers or lenders at any time, and to prospective tenants
     within 180 days prior to the expiration or sooner termination of the Lease
     term.

15.  SIGNAGE.  Tenant shall obtain Landlord's written consent before installing
     any signs upon the Premises. Tenant shall install any approved signage at
     Tenant's sole expense and in compliance with all applicable laws. Tenant
     shall not damage or deface the Premises in installing or removing signage
     and shall repair any injury or damage to the Premises caused by such
     installation or removal.

16.  DESTRUCTION OR CONDEMNATION.

     a.   Damage and Repair.  If the Premises or the portion of the Property
     necessary for Tenant's occupancy are partially damaged but not rendered
     untenantable, by fire or other insured casualty, then Landlord shall
     diligently restore the Premises and the portion of the Property necessary
     for Tenant's occupancy and this Lease shall not terminate; provided,
     however, Tenant may terminate the Lease if Landlord is unable to restore
     the Premises within six (6) months of the casualty event. The Premises or
     the portion of the Property necessary for Tenant's occupancy shall not be
     deemed untenantable if less than twenty-five percent (25)%) of each of
     those areas are damaged. Notwithstanding the foregoing, Landlord shall have
     no obligation to restore the Premises or the portion of the Property
     necessary for Tenant's occupancy if insurance proceeds are not available to
     pay the entire cost of such restoration. If insurance proceeds are
     available to Landlord but are not sufficient to pay the entire cost of
     restoration, then Landlord may elect to terminate this Lease and keep the
     insurance proceeds, by notifying Tenant within sixty (60) days of the date
     of such casualty.

     If the Premises, portion of the Property necessary for Tenant's occupancy,
     or 50% or more of the rentable area of the Property are entirely destroyed,
     or partially damaged and rendered untenantable, by fire or other


<PAGE>

+----+
|    | CBA Form MT-LS                                         (c) Copyright 1997
|    | Rev'd 6/97                                 Commercial Brokers Association
|    | Page 74 of 20                                         ALL RIGHTS RESERVED
|    |
+----+

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)

     casualty, Landlord may, at its option: (a) terminate this Lease as provided
     herein, or (b) restore the Premises and the portion of the Property
     necessary for Tenant's occupancy to their previous condition; provided,
     however, if such casualty event occurs during the last 6 months of the
     Lease term (after considering any option to extend the term timely
     exercised by Tenant) then either Tenant or Landlord may elect to terminate
     the Lease. If, within 60 days after receipt by Landlord from tenant of
     written notice that Tenant deems the Premises or the portion of the
     Property necessary for Tenant's occupancy untenantable, Landlord fails to
     notify Tenant of its election to restore those areas, or if Landlord is
     unable to restore those areas within six (6) months of the date of the
     casualty event, then Tenant may elect to terminate the Lease.

     If Landlord restores the Premises or the Property under this Section 16(a),
     Landlord shall proceed with reasonable diligence to complete the work, and
     the base Rent shall be abated in the same proportion as the untenantable
     portion of the Premises bears to the whole Premises, provided that there
     shall be a rent abatement only if the damage or destruction of the Premises
     or the Property did not result from, or was not contributed to directly or
     indirectly by the act, fault or neglect of Tenant, or Tenant's officers,
     contractors, licensees, agents, servants, employees, guests, invitees or
     visitors. Provided, Landlord complies with its obligations under this
     Section, no damages, compensation or claim shall be payable to Landlord for
     inconvenience, loss of business or annoyance directly, incidentally or
     consequentially arising from any repair or restoration of any portion of
     the Premises or the Property. Landlord will not carry insurance of any kind
     for the protection of Tenant or any improvements paid for by Tenant or as
     provided in Exhibit C or on Tenant's furniture or on any fixtures,
     equipment, improvements paid for by Tenant or as provided in Exhibit C or
     on Tenant's furniture or on any fixtures, equipment, improvements or
     appurtenances of Tenant under this Lease, and Landlord shall not be
     obligated to repair any damage thereto or replace the same unless the
     damage is caused by Landlord's negligence.

     b.   Condemnation.  If the Premises, the portion of the Property necessary
     for Tenant's occupancy, or 50% or more of the rentable area of the Property
     are made untenantable by eminent domain, or conveyed under a threat of
     condemnation, this Lease shall terminate at the option of either Landlord
     or Tenant as of the earlier of the date title vests in the condemning
     authority or the condemning authority first has possession of the Premises
     or the portion of the Property and all Rents and other payments shall be
     paid to that date. In case of taking of a part of the Premises or the
     portion of the Property necessary for Tenant's occupancy that does not
     render those areas untenantable, then this Lease shall continue in full
     force and effect and the base Rent shall be equitably reduced based on the
     proportion by which the floor area of any structures is reduced, such
     reduction in Rent to be effective as of the earlier of the date the
     condemning authority first has possession of such portion or title vests in
     the condemning authority. The Premises or the portion of the Property
     necessary for Tenant's occupancy shall not be deemed untenantable if less
     than twenty-five percent (25%) of each of those areas are condemned.
     Landlord shall be entitled to the entire award from the condemning
     authority attributable to the value of the Premises or the Property and
     Tenant shall make no claim for the value of is leasehold. Tenant shall be
     permitted to make a separate claim against the condemning authority for
     moving expenses or damages resulting from interruption in its business,
     provided that in no event shall Tenant's claim reduce Landlord's award.

17.  INSURANCE.

     a.   Liability Insurance.  During the Lease term, Tenant shall pay for and
     maintain commercial general liability insurance with broad and property
     damage and contractual liability endorsements. This policy shall name
     Landlord as an additional insured, and shall insure Tenant's activities and
     those of Tenant's employees, officers, contractors, licensees, agents,
     servants, employees, guests, invitees or visitors with respect to the
     Premises against loss, damage or liability for personal injury or death or
     loss or damage to property with a combined single limit of not less than
     $1,000,000, and a deductible of not more than $5,500. The insurance will be
     noncontributory with any liability insurance carried by Landlord.

     b.   Tenant's Insurance.  During the Lease term, Tenant shall pay for and
     maintain replacement cost fire and extended coverage insurance, with
     vandalism and malicious mischief, sprinkler leakage and earthquake
     endorsements, in an amount sufficient to cover not less than 100% of the
     full replacement cost, as the same may exist from time to time, of all of
     Tenant's personal property, fixtures, equipment and tenant improvements.

     c.  Miscellaneous.  Insurance required under this Section shall be with
     companies rated A-XV or better in Best's Insurance Guide, and which are
     authorized to transact business in the State of Washington. No insurance
     policy shall be canceled or reduced in coverage and each such policy shall
     provide that it is not


<PAGE>

                                LEASE AGREEMENT
                             (Multi-Tenant Form)
                                  (CONTINUED)

    subject to cancellation or a reduction in coverage except after thirty (30)
    days' prior written notice to Landlord. Tenant shall deliver to Landlord
    upon commencement of the Lease and from time to time thereafter, copies or
    certificates of the insurance policies required by this Section. In no event
    shall the limit of such policies be considered as limiting the liability of
    Tenant under this Lease.

    d.  Landlord Insurance. Landlord shall carry standard form extended coverage
    fire insurance of the building shell and core in the amount of their full
    replacement value, and such other insurance of such types and amounts as
    Landlord, in its discretion, shall deem reasonably appropriate. The cost of
    any such insurance may be included in the Operating Costs by a "blanket
    policy" insuring other parties and/or locations in addition to the Building,
    in which case the portion of the premiums therefor allocable to the Building
    and Project shall be included in the Operating Costs. In addition to the
    foregoing, in the event Tenant fails to provide or keep in force any of the
    insurance as required above, Landlord, in its discretion, may provide such
    insurance, in which event, the cost thereof shall be payable by Tenant to
    Landlord as additional rent on the first day of the calendar month
    immediately following demand therefor from Landlord.

    e.  Waiver of Subrogation. Landlord and Tenant hereby release each other and
    any other tenant, their agents or employees, from responsibility for, and
    waive their entire claim of recovery for any loss or damage arising from any
    cause covered by insurance required to be carried by each of them. Each
    party shall provide notice to the insurance carrier or carriers of this
    mutual waiver of subrogation, and shall cause its respective insurance
    carriers to waive all rights of subrogation against the other. This waiver
    shall not apply to the extent of the deductible amounts to any such policies
    or to the extent of liabilities exceeding the limits of such policies.

18. INDEMNIFICATION.  Tenant shall defend, indemnify, and hold Landlord
    harmless against all liabilities, damages, costs, and expenses, including
    attorneys' fees, arising from any negligent or wrongful act or omission of
    Tenant or Tenant's officers, contractors, licensees, agents, servants,
    employees, guests, invitees, or visitors on or around the Premises or
    arising from any breach of this Lease by Tenant. Tenant shall use legal
    counsel acceptable to Landlord in defense of any action within Tenant's
    defense obligation. Landlord shall defend indemnify and hold Tenant harmless
    against all liabilities, damages, costs, and expenses, including attorneys'
    fees, arising from any negligent or wrongful act or omission of Landlord or
    Landlord's officers, contractors, licenses, agents, servant, employees,
    guests, invitees, or visitors on or around the Premises or arising from any
    breach of this Lease by Landlord. Landlord shall use legal counsel
    acceptable to Tenant in defense of any action within Landlord's defense
    obligation.

19. ASSIGNMENT AND SUBLETTING.  Tenant shall not assign, sublet, mortgage,
    encumber or otherwise transfer any interest in this Lease (collectively
    referred to as a "Transfer") or any part of the Premises, without first
    obtaining Landlord's written consent, which shall not be unreasonable
    withheld or delayed. No Transfer shall relieve Tenant of any liability under
    this Lease notwithstanding Landlord's consent to such transfer. Consent to
    any Transfer shall not operate as a waiver of the necessity for Landlord's
    consent to any subsequent Transfer.

    If Tenant is a partnership, limited liability company, corporation, or other
    entity, any transfer of this Lease by merger, consolidation, redemption or
    liquidation, or any change(s) in the ownership of, or power to vote, which
    singularly or collectively represents a majority of the beneficial interest
    in Tenant, shall constitute a Transfer under this Section.

    As a condition to Landlord's approval, if given, any potential assignee or
    sublessee otherwise approved by Landlord shall assume all obligations of
    Tenant under this Lease and shall be jointly and severally liable with
    Tenant and any guarantor, if required, for the payment of Rent and
    performance of all terms of this Lease. In connection with any Transfer,
    Tenant shall provide Landlord with copies of all assignments, subleases and
    assumption instruments.

20. LIENS.  Tenant shall keep the Premises free from any liens created by or
    through Tenant. Tenant shall indemnify and hold Landlord harmless from
    liability from any such liens including, without limitation, liens arising
    from any Alterations. If a lien is filed against the Premises by any person
    claiming by, through or under Tenant. Tenant shall, upon request of
    Landlord, at Tenant's expense, immediately furnish to Landlord a bond in
    form and amount and issued by a surely satisfactory to Landlord,
    indemnifying Landlord and the Premises against all liabilities, costs and
    expenses, including attorneys' fees, which Landlord could reasonably incur
    as a result of such lien(s).

21. DEFAULT.  The following occurrences shall each be deemed an Event of
    Default by Tenant:

<PAGE>

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)

    a.  Failure To Pay. Tenant fails to pay any sum, including Rent, due under
    this Lease following five (5) days written notice from Landlord of the
    failure to pay.

    b.  Vacation/Abandonment. Tenant vacates the Premises (defined as an absence
    for at least 15 consecutive days without prior notice to Landlord), or
    Tenant abandons the Premises (defined as an absence of five (5) days or more
    while Tenant is in breach of some other term of this Lease). Tenant's
    vacation or abandonment of the Premises shall not be subject to any notice
    or right to cure.

    c.  Insolvency.  Tenant becomes insolvent, voluntarily or involuntarily
    bankrupt, or a receiver, assignee or other liquidating officer is appointed
    for Tenant's business provided that in the event of any involuntary
    bankruptcy or other insolvency proceeding, the existence of such proceeding
    shall constitute an Event of Default only if such proceeding is not
    dismissed or vacated within 60 days after its institution or commencement.

    d.  Levy or Execution. Tenant's interest in this Lease or the Premises, or
    any part thereof, is taken by execution or other process of law directed
    against Tenant, or is taken upon or subjected to any attachment by any
    creditor of Tenant, if such attachment is not discharged within 15 days
    after being levied.

    e.  Other Non-Monetary Defaults.  Tenant breaches any agreement, term or
    covenant of this Lease other than one requiring the payment of money and not
    otherwise enumerated in this Section, and the breach continues for a period
    of 30 days after notice by Landlord to Tenant of the breach.

    f.  Failure to Take Possession. Tenant fails to take possession of the
    Premises on the Commencement Date.

22. REMEDIES.

    a.  Termination of Lease. Landlord may terminate Tenant's interest under the
    Lease, but no act by Landlord other than written notice from Landlord to
    Tenant of termination shall terminate this Lease. The Lease shall terminate
    on the date specified in the notice of termination. Upon termination of this
    Lease, Tenant will remain liable to Landlord for damages in an amount equal
    to the rent and other sums that would have been owing by Tenant under this
    Lease for the balance of the Lease term, less the net proceeds, if any, of
    any reletting of the Premises by Landlord subsequent to the termination,
    after deducting all Landlord's Reletting Expenses (as defined below).
    Landlord shall be entitled to either collect damages from Tenant monthly on
    the days on which rent or other amounts would have been payable under the
    Lease, or alternatively, Landlord may accelerate Tenant's obligations under
    the Lease and recover from Tenant: (i) unpaid rent which had been earned at
    the time of termination; (ii) the amount by which the unpaid rent which
    would have been earned after termination until the time of award exceeds the
    amount of rent loss that Tenant proves could reasonably have been avoided;
    (iii) the amount by which the unpaid rent for the balance of the term of the
    Lease after the time of award exceeds the amount of rent loss that Tenant
    proves could reasonably be avoided; and (iv) any other amount necessary to
    compensate Landlord for all the detriment proximately caused by Tenant's
    failure to perform its obligations under the Lease, or which in the ordinary
    course would be likely to result from the Event of Default, including
    without limitation Reletting Expenses described in Section 22b.

    b.  Re-Entry and Reletting. Landlord may continue this Lease in full force
    and effect, and without demand or notice, re-enter and take possession of
    the Premises or any part thereof, expel the Tenant from the Premises and
    anyone claiming through or under the Tenant, and remove the personal
    property of either. Landlord may relet the Premises, or any part of them, in
    Landlord's or Tenant's name for the account of Tenant, for such period of
    time and at such other terms and conditions, as Landlord, in its discretion,
    may determine. Landlord may collect and receive the rents for the Premises.
    Re-entry or taking possession of the Premises by Landlord under this Section
    shall not be construed as an election on Landlord's part to terminate this
    Lease, unless a written notice of termination is given to Tenant. Landlord
    reserves the right following any re-entry or reletting, or both, under this
    Section to exercise its right to terminate the Lease. During the Event of
    Default, Tenant will pay Landlord the rent and other sums which would be
    payable under this Lease if repossession had not occurred, plus the net
    proceeds, if any, after reletting the Premises, after deducting Landlord's
    Reletting Expenses. "Reletting Expenses" is defined to include all expenses
    incurred by Landlord in connection with reletting the


<PAGE>

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)

    Premises, including without limitation, all repossession costs, brokerage
    commissions, attorneys' fees, remodeling and repair costs, costs for
    removing and storing Tenant's property and equipment, and rent concessions
    granted by Landlord to any new Tenant, prorated over the life of the new
    lease.

    c. Waiver of Redemption Rights. Tenant, for itself, and on behalf of any and
    all persons claiming through or under Tenant, including creditors of all
    kinds, hereby waives and surrenders all rights and privileges which they may
    have under any present or future law, to redeem the Premises or to have a
    continuance of this Lease for the Lease term, as it may have been extended.

    d. Nonpayment of Additional Rent. All costs which Tenant agrees to pay
    Landlord pursuant to this Lease shall in the event of nonpayment be treated
    as if they were payments of Rent, and Landlord shall have all the rights
    herein provided for in case of nonpayment of Rent.

    e. Failure to Remove Property. If Tenant fails to remove any of its property
    from the Premises at Landlord's request following an uncured Event of
    Default, Landlord may, at its option, remove and store the property at
    Tenant's expense and risk. If Tenant does not pay the storage cost within
    five (5) days of Landlord's request, Landlord may, as its option, have any
    or all of such property sold at public or private sale (and Landlord may
    become a purchaser at such sale), in such manner as Landlord deems proper,
    without notice to Tenant. Landlord shall apply the proceeds of such sale:
    (i) to the expense of such sale, including reasonable attorneys' fees
    actually incurred; (ii) to the payment of the costs or charges for storing
    such property; (iii) to the payment of any other sums of money which may
    then be or thereafter become due Landlord from Tenant under any of the terms
    hereof; and (iv) the balance, if any, to Tenant. Nothing in this Section
    shall limit Landlord's right to sell Tenant's personal property as
    permitted by law to foreclose Landlord's lien for unpaid rent.

23. MORTGAGE SUBORDINATION AND ATTORNMENT. This Lease shall automatically be
    subordinate to any mortgage or deed of trust created by Landlord which is
    now existing or hereafter placed upon the Premises including any advances,
    interest, modifications, renewals, replacements or extensions ("Landlord's
    Mortgage"), provided the holder of any Landlord's Mortgage or any person(s)
    acquiring the Premises at any sale or other proceeding under any such
    Landlord's Mortgage shall elect to continue this Lease in full force and
    effect. Tenant shall attorn to the holder of any Landlord's Mortgage or any
    person(s) acquiring the Premises at any sale or other proceeding under any
    Landlord's Mortgage provided such person(s) assume the obligations of
    Landlord under this Lease. Tenant shall promptly and in no event later than
    fifteen (15) days execute, acknowledge and deliver documents which the
    holder of any Landlord's Mortgage may reasonably require as further evidence
    of this subordination and attornment. Notwithstanding the foregoing,
    Tenant's obligations under this Section are conditioned on the holder of
    each of Landlord's Mortgage and each person acquiring the Permises at any
    sale or other proceeding under any such Landlord's Mortgage not disturbing
    Tenant's occupancy and other rights under this Lease, so long as no uncured
    Event of Default exists.

24. NON-WAIVER. Landlord's waiver of any breach of any term contained in this
    Lease shall not be deemed to be a waiver of the same term for subsequent
    acts of Tenant. The acceptance by Landlord or Rent or other amounts due by
    Tenant hereunder shall not be deemed to be a waiver of any breach by Tenant
    preceding such acceptance.

25. HOLDOVER. If Tenant shall, without the written consent of Landlord, hold
    over after the expiration or termination of the Term, such tenancy shall be
    deemed to be on a month-to-month basis any may be terminated according to
    Washington law. During such tenancy, Tenant agrees to pay to Landlord 125%
    the rate of rental last payable under this Lease, unless a different rate is
    agreed upon by Landlord. All other terms of the Lease shall remain in
    effect.

26. NOTICES. All notices under this Lease shall be in writing and effective (i)
    when delivered in person, (ii) three (3) days after being sent by registered
    or certified mail to Landlord or Tenant, as the case may be, at the Notice
    Addresses set forth in Section 1(h); or (iii) upon confirmed transmission by
    facsimile to such persons at the facsimile numbers set forth in Section 1(h)
    or such other addresses/facsimile numbers as may from time to time be
    designated by such parties in writing.

27. COSTS AND ATTORNEY'S FEES. If Tenant or Landlord engage the services of an
    attorney to collect monies due or to 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 or other payments, or
    possession of the Premises, the





<PAGE>

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)


    losing party shall pay the prevailing party a reasonable sum for attorneys'
    fees in such suit, at trial and on appeal.

28. 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 specifying the following, subject to any modifications
    necessary to make such statements true and complete: (i) the date the Lease
    term commenced and the date it expires; (ii) the amount of minimum monthly
    Rent and the date to which such Rent has been paid; (iii) that this Lease is
    in full force and effect and has not been assigned, modified, supplemented
    or amended in any way; (iv) that this Lease represents the entire agreement
    between the parties; (v) that all conditions under this Lease to be
    performed by Landlord have been satisfied; (vi) that there are no existing
    claims, defenses or offsets which the Tenant has against the enforcement of
    this Lease by Landlord; (vii) that no Rent has been paid more than one
    month in advance; and (viii) that no security has been deposited with
    Landlord (or, if so, the amount thereof). Any such statement delivered
    pursuant to this Section may be relied upon by a prospective purchaser of
    Landlord's interest or assignee of any mortgage or new mortgagee of 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.

29. TRANSFER OF LANDLORD'S INTEREST. This Lease shall be assignable by Landlord
    without the consent of Tenant. In the event of any transfer or transfers of
    Landlord's interest in the Premises, other than a transfer for security
    purposes only, upon the assumption of this Lease by he transferee, Landlord
    shall be automatically relieved of obligations and liabilities accruing from
    and after the date of such transfer, except for any retained security
    deposit or prepaid rent, and Tenant shall attorn to the transferee.

30. RIGHT TO PERFORM. If Tenant shall fail to timely pay any sum or perform any
    other act on its part to be performed hereunder, Landlord may make any such
    payment or perform any such other act on Tenant's part to be made or
    performed as provided in this Lease. Tenant shall, on demand, reimburse
    Landlord for its expenses incurred in making such payment or performance.
    Landlord shall (in addition to any other right or remedy of Landlord
    provided by law) have 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.

31. HAZARDOUS MATERIAL. Landlord represents and warrants to Tenant that, to the
    best of Landlord's knowledge, there is no "Hazardous Material" (as defined
    below) on, in, or under the Premises as of the Commencement Date except as
    otherwise disclosed to Tenant in writing before the execution of this Lease.
    If there is any Hazardous Material on, in, or under the Premises as of the
    Commencement Date which has been or thereafter becomes unlawfully released
    through no fault of Tenant, then Landlord shall indemnify, defend and hold
    Tenant harmless from any and all claims, judgments, damages, penalties,
    fines, costs, liabilities or losses including without limitation sums paid
    in settlement of claims, attorneys' fees, consultant fees and expert fees,
    incurred or suffered by Tenant either during or after the Lease term as the
    result of such contamination.

    Tenant shall not cause or permit any Hazardous Material to be brought upon,
    kept, or used in or about, or disposed of on the Premises by Tenant, its
    agents, employees, contractors or invitees, except in strict compliance with
    all applicable federal, state and local laws, regulations, codes and
    ordinances. If Tenant breaches the obligations stated in the preceding
    sentence, then Tenant shall indemnify, defend and hold Landlord harmless
    from any and all claims, judgments, damages, penalties, fines, costs,
    liabilities or losses including, without limitation, diminution in the value
    of the Premises, damages for the loss or restriction on use of rentable or
    usable space or of any amenity of the Premises, or elsewhere, damages
    arising from any adverse impact on marketing of space at the Premises, and
    sums paid in settlement of claims, attorneys' fees, consultant fees and
    expert fees incurred or suffered by Landlord either during or after the
    Lease term. These indemnifications by Landlord and Tenant include, without
    limitation, costs incurred in connection with any investigation of site
    conditions or any clean-up, remedial, removal or restoration work, whether
    or not required by any federal, state or local governmental agency or
    political subdivision, because of Hazardous Material present in the
    Premises, or in soil or ground water on or under the Premises. Tenant shall
    immediately notify Landlord of any inquiry, investigation or notice that
    Tenant may receive from any third party regarding the actual or suspected
    presence of Hazardous Material on the Premises.


<PAGE>

                                 LEASE AGREEMENT
                               (Multi-Tenant Form)
                                   (CONTINUED)

    Without limiting the foregoing, if the presence of any Hazardous Material
    brought upon, kept or used in or about the Premises by Tenant, its agents,
    employees, contractors or invitees, results in any unlawful release of
    Hazardous Materials on the Premises or any other property, Tenant shall
    promptly take all actions, at its sole expense, as are necessary to return
    the Premises or any other property, to the condition existing prior to the
    release of any such Hazardous Material, provided that Landlord's approval of
    such actions shall first be obtained, which approval may be withheld at
    Landlord's sole discretion.

    As used herein, the term "Hazardous Material" means any hazardous,
    dangerous, toxic or harmful substance, material or waste including
    biomedical waste which is or becomes regulated by any local governmental
    authority, the State of Washington or the United States Government, due to
    its potential harm to the health, safety or welfare of humans or the
    environment.

32. QUIET ENJOYMENT. So long as Tenant pays the Rent and performs all of its
    obligations in this Lease, Tenant's possession of the Premises will not be
    disturbed by Landlord or anyone claiming by, through or under Landlord, or
    by the holders of any Landlord's Mortgage or any successor thereto.

33. RIGHT OF ENTRY. Landlord and its agents, employees and contractors shall
    have the right to enter the Premises at reasonable times for inspection, to
    make repairs, alterations, and improvements, to show the Premises to
    prospective purchasers and, within six (6) months prior to the expiration of
    the Lease term, to show the Premises to prospective tenants.

34. GENERAL.

    a. Heirs and Assigns. This Lease shall apply to and be binding upon Landlord
    and Tenant and their respective heirs, executors, administrators, successors
    and assigns.

    b. Brokers' Fees. Tenant represents and warrants to Landlord that it has not
    engaged any broker, finder or other person who would be entitled to any
    commission or fees for the negotiation, execution, or delivery of this Lease
    other than as disclosed in Section 1(i) or elsewhere in this Lease. Tenant
    shall indemnify and hold Landlord harmless against any loss, cost, liability
    or expense incurred by Landlord as a result of any claim asserted by any
    such broker, finder or other person on the basis of any arrangements or
    agreements made or alleged to have been made by or on behalf of Tenant. This
    subparagraph shall not apply to brokers with whom Landlord has an express
    written brokerage agreement.

    c. Entire Agreement. This Lease contains all of the covenants and agreements
    between Landlord and Tenant relating to the Premises. No prior or
    contemporaneous agreements or understanding pertaining to the Lease 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.

    d. Severability. Any provision of this Lease which shall prove to be
    invalid, void or illegal shall in no way affect, impair or invalidate any
    other provision of this Lease.

    e. Force Majeure. Time periods for either party's performance under any
    provisions of this Lease (excluding payment of Rent) shall be extended for
    periods of time during which the party's performance is prevented due to
    circumstances beyond such party's control, including without limitation,
    fires, floods, earthquakes, lockouts, strikes, embargoes, governmental
    regulations, acts of God, public enemy, war or other strife.

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

    g. Memorandum of Lease. Except for the pages containing the Broker
    Provisions and Commission Agreement, the parties signatures and attached
    Exhibits A and B, this Lease shall not be recorded. However, Landlord and
    Tenant shall, at the other's request, execute and record a memorandum of
    Lease in recordable form that identifies Landlord and Tenant, the
    commencement and expiration dates of the Lease, and the legal description of
    the Premises as set forth on attached Exhibit B.

    h. Submission of Lease Form Not an Offer. One party's submission of this
    Lease to the other for review shall not constitute an offer to lease the
    Premises. This Lease shall not become effective and binding upon Landlord
    and Tenant until it has been fully signed by both Landlord and Tenant.

<PAGE>

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)


    i. No Light, Air or View Easement. Tenant has not been granted an easement
    or other right for light, air or view to or from the Premises. Any
    diminution or shutting off of light, air or view by any structure which may
    be erected on or adjacent to the Building shall in no way effect this Lease
    or the obligations of Tenant hereunder or impose any liability on Landlord.

    j. Authority of Parties. Any individual signing this Lease on behalf of an
    entity represents and warrants to the other that such individual has
    authority to do so and, upon such individual's execution, that this Lease
    shall be binding upon and enforceable against the party on behalf of whom
    such individual is signing.

35. Exhibits and Riders. The following exhibits and riders are made a part of
    this Lease:

    Exhibit A       Floor Plan Outline of the Premises

    Exhibit B       Legal Description

    Exhibit C       Tenant Improvement Schedule

    Exhibit D       Landlord Penalty

    CHECK THE BOX FOR ANY OF THE FOLLOWING THAT WILL APPLY. ANY RIDERS CHECKED
    SHALL BE EFFECTIVE ONLY UPON BEING INITIALED BY THE PARTIES AND ATTACHED TO
    THE LEASE. CAPITALIZED TERMS USED IN THE RIDERS SHALL HAVE THE MEANING GIVEN
    TO THEM IN THE LEASE.

    [x]     Rental Rider
    [ ]     Retail Use Rider
    [ ]     Arbitration Rider
    [ ]     Limitation on Landlord's Liability Rider
    [ ]     Guaranty of Tenant's Lease Obligations Rider
    [x]     Parking Rider
    [x]     Option to Extend Rider

36. AGENCY DISCLOSURE. At the signing of this Agreement,

    Landlord's Agent ERIC CEDERSTRAND AND ANDREA PETERSON OF CMN INC. DBA
                     ----------------------------------------------------
    COLLIERS INTERNATIONAL
    ----------------------
           (insert names of Licenses and the Company name as licensed)

    represented LANDLORD
                ----------------------------------------------------------------
               (insert Landlord, Tenant, both Landlord and Tenant or neither
                                  Landlord nor Tenant)

    and Tenant's Broker (Licensee) ERIC CEDERSTRAND AND ANDREA PETERSON OF
                                   ---------------------------------------------
    CMN INC. DBA COLLIERS INTERNATIONAL
    ----------------------------------------------------------------------------
           (insert names of Licensee and the Company name as licensed)

    represented TENANT
                ----------------------------------------------------------------
                 (insert Landlord, Tenant, both Landlord and Tenant or neither
                                      Landlord nor Tenant)

    If Tenant's Licensee and Landlord's Agent are different salespersons
    affiliated with the same Broker, then both Buyer and Seller confirm their
    consent to that Broker acting as a dual agent. If Tenant's Licensee and
    Landlord's Agent are the same salesperson representing both parties, then
    both Landlord and Tenant confirm their consent to that salesperson and
    his/her Broker acting as dual agents. Landlord and Tenant confirm receipt of
    the pamphlet entitled "The Law of Real Estate Agency."


<PAGE>

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)

37.  BROKER PROVISIONS AND COMMISSION AGREEMENT.

     Landlord shall pay a commission to CMN INC. DBA COLLIERS INTERNATIONAL
                                        -----------------------------------
     ("Landlord's Broker") in the amount stated in a separate listing agreement
     or, if there is no listing agreement, then (check one):

     [_]  $______ /______% (complete only one) of the gross rent payable
     pursuant to Section 1(d) or TO BE NEGOTIATED

     [_]  $______ per square foot of the Premises.  The commission shall be
     earned upon occupancy of the Premises by Tenant, and paid one-half upon
     execution of this Lease and one-half upon occupancy of the Premises by
     Tenant.  Landlord's Agent shall pay to __________ ("Tenant's Broker") the
     amount stated in a separate agreement between them or, if there is no
     agreement, $______ /______% (complete only one) of the commission paid to
     Landlord's Agent, within five (5) days after receipt by Landlord's Agent.
     The Premises, described in the attached Exhibits A and B are commercial
     real estate.










<PAGE>

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)

LANDLORD'S AGENT AND TENANT'S LICENSEE HAVE MADE NO REPRESENTATIONS OR
WARRANTIES CONCERNING THE PREMISES, THE MEANING OF THE TERMS AND CONDITIONS OF
THIS LEASE, LANDLORD'S OR TENANT'S FINANCIAL STANDING, ZONING, COMPLIANCE OF THE
PREMISES WITH APPLICABLE LAWS, SERVICE OR CAPACITY OF UTILITIES, OPERATING
EXPENSES, OR HAZARDOUS MATERIALS.  LANDLORD AND TENANT ARE EACH ADVISED TO SEEK
INDEPENDENT LEGAL ADVICE ON THESE AND OTHER MATTERS ARISING UNDER THIS LEASE.





IN WITNESS WHEREOF this Lease has been executed the date and year first above
written.

HOWE/HORIZON HOLDINGS LLC                INSYNQ INC.
-------------------------------------    ---------------------------------------

             LANDLORD:                                  TENANT:

/s/ Michael R. Bartlett                  /s/ M. Carroll Benton
-------------------------------------    ---------------------------------------
LANDLORD:  MICHAEL R. BARTLETT,          M. CARROLL BENTON, SEC. TREAS.
PRESIDENT OF HORIZON PARTNERS            INSYNQ, INC.
NORTHWEST

ITS:  CO-MANAGER                                        TENANT:

DATE: 1-20-00
      -------------------------------

/s/ George Howe                          /s/ M. Carroll Benton
-------------------------------------    ---------------------------------------
BY:  GEORGE HOWE, GENERAL PARTNER OF     M. CARROLL BENTON, SEC. TREAS.
HOWE INVESTMENT LIMITED PARTNERSHIP      INSYNQ, INC.

ITS:  CO-MANAGER

DATE: Jan 20, 2000
      -------------------------------






<PAGE>

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)



STATE OF WASHINGTON
                       }
                       } ss.
COUNTY OF Peirce       }
          -------------

I certify that I know or have satisfactory evidence that Carroll Benton
                                                         ______________
is the person who appeared before me and said person acknowledged that
she signed this instrument, on oath stated that she was authorized to
---                                             ---
execute the instrument and acknowledged it as the Secretary-Treasurer
                                                  -------------------
of INSYNQ Inc. to be the free and voluntary act of such party for the uses
   -----------
and purposes mentioned in the instrument.

            DATED: 1-20,   2000
                  --------

                                                      Tomi Lou Smith
(Seal or stamp)                         _______________________________________
                                        Printed Name: Tomi Lou Smith
                                                      -------------------------
                                        NOTARY PUBLIC in and for the State
                                        of Washington, residing at  Greg Harbor
                                                                   ------------
                                        My Commission expires:      2-1-00
                                                               ________________


STATE OF WASHINGTON
                       }
                       } ss.
COUNTY OF Peirce       }
          -------------

I certify that I know or have satisfactory evidence that Michael R. Barlett
                                                         __________________
is the person who appeared before me and said person acknowledged that he
                                                                       --
signed this instrument, on oath stated that he was authorized to execute the
                                            --
instrument and acknowledged it as the President of Horizon Partners Northwest
                                      ---------    --------------------------
to be the free and voluntary act of such party for the uses and purposes
mentioned in the instrument.

            DATED: 1-20,   2000
                  --------

                                                      Pauline Zeitler
(Seal or stamp)                         _______________________________________
                                        Printed Name: Pauline Zeitler
                                                      -------------------------
                                        NOTARY PUBLIC in and for the State
                                        of Washington, residing at   Puyallup
                                                                   ------------
                                        My Commission expires:      2-9-03
                                                               ________________

<PAGE>


                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)



STATE OF WASHINGTON
                       }
                       } ss.
COUNTY OF Peirce       }
          -------------

I certify that I know or have satisfactory evidence that George G. Howe
                                                         ______________
is the person who appeared before me and said person acknowledged that
he signed this instrument, on oath stated that he was authorized to
--                                             --
execute the instrument and acknowledged it as the General Partner
                                                  ---------------
of Howe Investment to be the free and voluntary act of such party for the uses
   ---------------
and purposes mentioned in the instrument.

            DATED: 1-20,   2000
                  --------

                                                      Pauline Zeitler
(Seal or stamp)                         _______________________________________
                                        Printed Name: Pauline Zeitler
                                                      -------------------------
                                        NOTARY PUBLIC in and for the State
                                        of Washington, residing at  Puyallup
                                                                   ------------
                                        My Commission expires:      2-19-03
                                                               ________________


STATE OF WASHINGTON
                       }
                       } ss.
COUNTY OF              }
          -------------

I certify that I know or have satisfactory evidence that
                                                        ------------------------
is the person who appeared before me and said person acknowledged that

_____________________________  signed this instrument, on oath stated
that                                was authorized to execute the instrument
    ______________________________
and acknowledged it as the
                          -----------------------------------------
of                                    to be the free and voluntary act of
  -----------------------------------  such party for the uses and purposes
mentioned in the instrument.

            DATED:        , 19
                  --------    ---.


(Seal or stamp)                         _______________________________________
                                        Printed Name:
                                                      -------------------------
                                        NOTARY PUBLIC in and for the State
                                        of Washington, residing at
                                                                   ------------
                                        My Commission expires:
                                                               ________________


<PAGE>

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)


                                   EXHIBIT A

                           [Outline of the Premises]


<PAGE>

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)


                                   EXHIBIT A

                           [Outline of the Premises]

                                   [DIAGRAM]


<PAGE>

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)


                                   EXHIBIT B

                              [Legal Description]

<PAGE>

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)


                                   EXHIBIT B

                              [Legal Description]


LOTS 1 TO 5, INCLUSIVE, IN BLOCK 1105 OF MAP OF NEW TACOMA, WASHINGTON
TERRITORY, FILED FOR RECORD FEBRUARY 3, 1875 IN THE OFFICE OF THE COUNTY
AUDITOR, IN TACOMA, PIERCE COUNTY, WASHINGTON.

SITUATE IN THE COUNTY OF PIERCE, STATE OF WASHINGTON.

<PAGE>



                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)


                                   EXHIBIT C

                         [Tenant Improvement Schedule]


LANDLORD'S IMPROVEMENTS
-----------------------

SECOND FLOOR: LANDLORD SHALL CONSTRUCT TWO NEW OFFICES WILL FULL HEIGHT WALLS
WITH TRANSOMS AND VERTICAL GRAIN OAK DOORS; CONSTRUCT 7'0" HIGH WALLS TO DEFINE
RECEPTION AREA AND PROVIDE HALLWAY TO ELEVATOR LOBBY; PROVIDE NEW CARPET
THROUGHOUT SECOND FLOOR AND SLATE TILE AT TENANT'S DIRECTION IN RECEPTION
HALLWAY AND ELEVATOR CORE; REMOVE EXISTING SUSPENDED CEILING AND INSTALL NEW
PREMIUM GRADE ACOUSTIC CEILING AND LIGHTING; PROVIDE NEW WINDOW COVERINGS;
INSTALL NEW HANDLES ON DOORS; STAIN AND FINISH WOODWORK; AND INSTALL TOILET AND
SINK AND TILE FLOOR TO CREATE PRIVATE BATH ADJACENT TO OFFICE #3 (SEE PLAN); AND
STAIN EXISTING WOODWORK.

THIRD FLOOR: LANDLORD SHALL SHAMPOO CARPETS; INSTALL NEW WINDOW COVERINGS; PAINT
WALLS THROUGHOUT; AND REPAIR, REPLACE OR PAINT CEILINGS AS NEEDED, AS REASONABLY
DETERMINED BY LANDLORD AND TENANT.

FOURTH FLOOR: LANDLORD SHALL INSTALL NEW FLOOR-TO-CEILING WALLS TO SEGREGATE
ROUTE TO BOARD ROOM; INSTALL NEW CARPET IN ELEVATOR LOBBY, ROUTE TO BOARD ROOM
AND BOARD ROOM AND OFFICE; INSTALL NEW FLOORING IN LUNCH ROOM; PAINT WALLS
THROUGHOUT LUNCH ROOM; PROVIDE NEW WINDOW COVERINGS IN LUNCH ROOM; PROVIDE NEW
APPLIANCES IN LUNCH ROOM AS NEEDED; AND STAIN EXISTING WOODWORK IN BOARD ROOM.
REPLACE EXISTING CHALK BOARD WITH WHITE BOARD IN BOARD ROOM.

FIFTH & SIXTH FLOORS: LANDLORD SHALL PROVIDE TENANT WITH A $50,000 TENANT
IMPROVEMENT ALLOWANCE FOR THE FIFTH AND SIXTH FLOORS.

COMMON AREAS: LANDLORD SHALL PROVIDE MAJOR MAINTENANCE TO HVAC SYSTEM; PROVIDE
NEW DOOR HARDWARE AS NEEDED; PROVIDE CARD KEY ACCESS SYSTEM IN ELEVATORS ALONG
WITH 60 CARDS; UPDATE ELEVATOR INTERIOR AND CEILING FINISHES; AND PROVIDE
ELEVATOR LOBBY DOORS, TENANT'S MAIN ENTRY DOOR AND DOOR TO SECOND FLOOR ELEVATOR
LOBBY. IF TENANT SO ELECTS, AT THE TIME TENANT TAKES OCCUPANCY OF THE FIFTH AND
SIXTH FLOORS, LANDLORD SHALL REMOVE ELEVATOR VESTIBULE DOORS ON THE SECOND FLOOR
IF NO CODE ISSUES EXIST AT THAT TIME THAT WOULD PREVENT THEIR REMOVAL.

NOTE: LANDLORD SHALL PROVIDE WINDOW COVERINGS THROUGHOUT ENTIRE LEASED SPACE.

<PAGE>


                                 [FLOOR PLAN]




<PAGE>

                                LEASE AGREEMENT
                              (Multi-Tenant Form)
                                  (CONTINUED)


                                   EXHIBIT D

                               LANDLORD PENALTY

1.  FOR THE FIRST SIX MONTHS OF THE LEASE TERM, TENANT SHALL OCCUPY FLOORS 2, 3,
    AND 4, WHICH CONSTITUTES 10,261 RENTABLE SQUARE FEE, AND SHALL TAKE
    OCCUPANCY OF THE REMAINING LEASED PREMISES (FLOORS 5 AND 6 WHICH CONSTITUTE
    AN ADDITIONAL 7,264 SQUARE FEET) COMMENCING JUNE 1,2000.

2.  IF AFTER JUNE 15, 2000, FLOORS 5 AND 6 ARE NOT READY FOR TENANT IMPROVEMENTS
    AND OCCUPANCY, THEN LANDLORD WILL AGREE TO PAY THE FOLLOWING PENALTY TO
    TENANT:

    JUNE 15-30, 2000....................25% RENT REDUCTION ON OCCUPIED SPACE

    JULY 1-31, 2000.....................50% RENT REDUCTION ON OCCUPIED SPACE

    AUGUST 1-31, 2000...................75% RENT REDUCTION ON OCCUPIED SPACE

    SEPTEMBER 1-30, 2000................100% RENT ABATEMENT UNTIL TENANT TAKES
                                        POSSESSION OF LEASED PREMISES

<PAGE>

                                  RENT RIDER
      CBA Text Disclaimer: Text deleted by licensee indicated by strike.
       New text inserted by licensee indicated by small capital letters.


Landlord and Tenant should complete only those provisions below which apply. Any
provision below which is not completed shall not apply to the Lease.

1.  BASE MONTHLY RENT SCHEDULE. Tenant shall pay Landlord base monthly rent
    during the Lease Term according to the following schedule - WHICH
    INCORPORATES A MINIMUM 2%- MAXIMUM 6% ANNUAL CPI INCREASE:

<TABLE>
<S>                                          <C>
Lease Year (Stated in Years or Months        Base Monthly Rent Amount

Year 1------                                 $17.50 per square foot per year, Gross ------
-----------------------------------------    ---------------------------------------------
Year 2-10-------                             $PRIOR YEAR + CPI AS OUTLINED BELOW------
-----------------------------------------    ---------------------------------------------
______                                       $_______

______                                       $_______

______                                       $_______


</TABLE>


2.  CONSUMER PRICE INDEX ADJUSTMENT ON BASE MONTHLY RENT. The base monthly rent
    shall be increased on the first day of (if not completed, this paragraph

    does not apply) SECOND(*)------Lease Year (except the Commencement Date and
                             ------
    the first day of any extension term) in accordance with the increase in the
    United States Department of Labor, Bureau of Labor Statistics, Consumer
    Price Index for All Urban Consumers (all items for the geographical
    Statistical Area in which the Premises is located on the basis of 1982-1984
    equals 100) (the "Index"). The base monthly rent payable immediately prior
    to each adjustment date shall be increased by the percentage that the Index
    published for the date nearest preceding the adjustment date has increased
    over the Index published for the date nearest preceding the first day of the
    Lease Year from which the adjustment is being measured. Upon the calculation
    of each annual increase, Landlord shall notify Tenant of the new base
    monthly rent payable hereunder. Within twenty (20) days of the date of
    Landlord's notice, Tenant shall pay the deficiency in any Rent paid for a
    period following the subject adjustment date and shall thereafter pay the
    increased Rent until receiving the next notice of increase from Landlord. If
    the components of the Index are materially changed after the Commencement
    Date, or if the Index is discontinued during the Lease Term, Landlord shall
    notify Tenant of a substitute published index which, in Landlord's
    reasonable discretion, approximates the index and use the substitute index
    to make subsequent adjustments.

*CPI SHALL BE NOT LESS THEN 2% PER YEAR WITH A 6% MAXIMUM. CPI SHALL BE BASED ON
   THE SEATTLE METROPOLITAN AREA.

         MRB                                  CB
----------------------                  -----------------------
Landlord's Initials:                    Tenant's Initials:

         GA                                   CB
----------------------                  -----------------------
Landlord's Initials:                    Tenant's Initials:

<PAGE>

                                 PARKING RIDER
      CBA Text Disclaimer: Text deleted by licensee indicated by strike.
       New text inserted by licensee indicated by small capital letters.


Tenant's right to part on the Property shall be as follows (check one):

[ ] Tenant shall be entitled to use parking stalls in the Building or other
    designated parking area on a (check one) [ ] reserved [ ] unreserved
    (unreserved, if not completed) basis at the prevailing monthly rate as
    established by Landlord from time to time. Tenant shall comply with the
    reasonable rules and regulations which Landlord or its garage operator may
    adopt from time to time for the safe and orderly operation of the parking
    areas.

[X] Tenant and its customers shall be entitled to share Ten (10) parking stalls
    with Landlord's other tenants and their customers at the designated parking
    areas for the Property at no charge. Tenant shall comply and shall be
    responsible for the compliance of its customers with the terms of the Lease
    and any riders and any reasonable rules and regulations adopted by Landlord
    from time to time for the safe and orderly sharing of parking.



             MRB                                CB
-----------------------------      -----------------------------
Landlord's Initials:               Tenant's Initials:



             GA                                 CB
-----------------------------      -----------------------------
Landlord's Initials:               Tenant's Initials:

<PAGE>

                            OPTION TO EXTEND RIDER
      CBA Text Disclaimer: Text deleted by licensee indicated by strike.
       New text inserted by licensee indicated by small capital letters.



Provided Tenant is not in default at the time of exercise or upon the
commencement of any extension term, Tenant shall have (if not completed, zero)
One (1) successive options to extend the term of this Lease for Five (5) years
--- ---                                                         ---- ---
each. Tenant shall exercise each option by delivering with notice to Landlord
not less than one hundred eighty (180) days prior to the expiration of the then
current Lease term. Upon the exercise of any option, the term of this Lease
shall be extended for the period of the subject option upon all of the same
terms, conditions and covenants as set forth herein, except for the amount of
the base monthly rental stated in the Lease, which shall be increased or
decreased to the amount of fair market rental for the Premises. If Landlord and
Tenant are not able to agree on the amount of fair market rental within thirty
(30) days after the date Tenant exercises its extension option in each case,
then the parties shall submit the determination of the fair market rental value
of the Premises to binding arbitration. If Landlord and Tenant are not able to
agree upon a single arbitrator within thirty (30) days of their agreement to
arbitrate the dispute, then during the following ten (10) day period, Landlord
and Tenant shall each designate an expert, who shall be a licensed MIA appraiser
or a commercial real estate agent with at least five (5) years experience in the
commercial leasing market in which the Premises are located. The two experts so
selected shall appoint an arbitrator similarly qualified, whose determination of
fair market rental value shall be binding upon Landlord and Tenant. Each party
shall bear their own expenses of the arbitration except that the cost of the
arbitrator shall be paid by the party whose final offer of fair market rent
during the thirty (30) day negotiation period is farthest from the amount
determined by the arbitrator.



             MRB                                CB
-----------------------------      -----------------------------
Landlord's Initials:               Tenant's Initials:



             GA                                 CB
-----------------------------      -----------------------------
Landlord's Initials:               Tenant's Initials: