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                                                                   EXHIBIT 10.14


                           --------------------------
                             Lease Modification #1
                           --------------------------

                    This Agreement made the 26th day of March, 1999, is by and
                                            -----       ------
                    between SIXTH & VIRGINIA PROPERTIES, a Washington General
                    Partnership, hereinafter called "Owner," and Pointshare
                                                                 ----------
                    Corporation formerly known as HealthKnowledge Corporation, a
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                    Delaware Corporation, hereinafter called "Tenant."

                    Owner and Tenant have executed a Lease dated the 1st day of
                                                                     ---
                    September, 1997 and Assignment of Lease and Acceptance dated
                    ------------------------------------------------------------
                    the 27th of July, 1998. Said Lease and Assignment of Lease
                    ----------------------
                    and Acceptance from I-Broadcast to HealthKnowledge
                    Corporation is for approximately 252 square feet on the 20th
                                                     ---                    ----
                    floor, Suite 2010 and approximately 1,577 square feet on the
                           -----------------------------------------------------
                    20th floor, Suite 2002 of The Westin Building, hereinafter
                    -----------------------
                    referred to as "Building," situated in the City of Seattle,
                    County of King, State of Washington, located at 2001 Sixth
                    Avenue and located on the following real property:

                       Lots 11 and 12 (less portion for street), Block 15 of
                       Addition to town of Seattle, as laid off by Heirs of
                       Sarah A. Bell, deceased, (commonly known as Heirs of
                       Sarah A. Bell's Addition to the City of Seattle) as per
                       plat recorded in Volume 1 of plats, page 103, records of
                       King County, Washington.

                    Now, therefore, for valuable consideration Owner and Tenant
                    as parties hereto agree that the Lease will be modified,
                    effective the 1st day of March, 1999, as Follows:
                                  ---        -----

                    Article 1 (a) shall be modified to read in its entirety as
                    follows:
                       a. Floors of The Westin Building on which Premises are
                          located: Combining Adjacent Suite 2002 with Suite 2010

                    Article l (b) shall be modified to read in its entirety as
                    follows:
                       b. Agreed floor area of Premises: Effective March 1,
                          1999, the agreed floor area of Premises shall be a
                          total of One Thousand Eight Hundred Twenty Nine
                          (1,829) rsf consisting of Suite 2002; One Thousand
                          Five Hundred Seventy Seven (l,577} square feet and
                          suite 2010, of approximately Two Hundred Fifty Two
                          (252) square feet as shown on exhibit "A" attached
                          hereto which includes an allowance for core and/or
                          common areas used by Tenant.

                    Article l (c) shall be modified to read in its entirety as
                    follows:
                       c. The term of this lease (hereinafter Lease Term ) shall
                          be extended through February 29, 2004.

                    Article 1 (d) shall be modified to read in its entirety as
                    follows:
                       d. Monthly Base Rent;
                          Monthly base rent shall be increased from the current
                          combined Base Rent of Three Thousand Eight Hundred
                          Sixty Three and 00/100 ($3,863.00) Dollars as follows:

                            March 1, 1999 - September 30, 1999       $4,573.00
                            October 1, 1999 - February 28, 2002      $5,182.00
                            March 1, 1002 - February 29, 2004        $5,487.00

                    Article 1 (j)shall be modified to read in its entirety as
                    follows:
                       j.  Parking:
                         During the Lease Term, Owner shall provide Tenant with

                         three (3) unreserved parking spaces, including an
                         ---------
                         appro-
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                         priate pro-rata share of "carpool" stalls, for
                         automobiles in The Westin Building Garage. Parking
                         spaces shall be provided from 7:00 a.m. to 6:00 p.m.
                         Monday through Friday (the Normal Parking Hours), and
                         as otherwise available outside of Normal Parking Hours.
                         Tenant acknowledges that parking spaces may not always
                         be available outside of Normal Parking Hours.

                         Tenant shall pay in advance the monthly charge
                         established by Owner for said parking spaces, on the
                         same date that monthly rent is due hereunder. If Tenant
                         fails to pay such charges when due, Owner may (i)
                         immediately cease to provide the parking spaces for
                         which Tenant has failed to pay, or (ii) continue to
                         provide the parking spaces and require that Tenant pay
                         the monthly parking charge, with interest at 12% per
                         annum, from the date due. Tenant may discontinue future
                         use and payment for any parking space upon written
                         notice to Owner. Tenant shall not be entitled to any
                         rebate for discontinued use of any parking space prior
                         to the end of the month. Upon initial occupancy of
                         Garage, the charge for each parking space shall be One
                         Hundred Seventy Dollars ($ 170.00 ) per month
                         (including tax). From time to time during this Lease,
                         the charge for parking spaces may be increased to the
                         then-prevailing rate for similar parking services in
                         the immediate area.

                         Owner shall maintain the right to pass on to Tenant all
                         applicable parking taxes. Parking taxes shall not
                         include real estate taxes for the Garage or any federal
                         income tax.

                    Article 1 (l) Security Deposit shall be modified to read in
                    its entirety as follows:
                       l. Security Deposit
                          Owner is holding Twelve Thousand Four Hundred Twenty
                          Eight and 00/100 Dollars ($12,428.00) as security for
                          the performance by Tenant of every covenant and
                          condition to be performed by Tenant under this Lease.
                          Upon payment of the said deposit, Owner shall deliver
                          to Tenant a written receipt therefor. The deposit may
                          be commingled with other funds of Owner, and Tenant
                          shall not be entitled to interest thereon. If Tenant
                          shall default with respect to any covenant or
                          condition of this Lease, including but not limited to
                          the payment of Base Monthly Rent, additional rent or
                          parking charges, and such default is not cured after
                          ten (10) days written notice as provided in Article
                          14, Owner may apply, but shall not be required the
                          whole or any part of the deposit to the payment of any
                          sum in default, and any other reasonable amounts which
                          Owner may be required to spend by reason of Tenant's
                          default. In the event Owner so applies all or any part
                          of the deposit, Tenant shall replenish the amount so
                          applied within ten (10) days of Owner's written
                          demand. Should Tenant comply with all of the covenants
                          and conditions of this Lease, the deposit shall be
                          returned to Tenant (or, at the option of Owner, to the
                          last assignee of Tenant's interest in this Lease) at
                          the expiration of the Lease Term. If the Owner assigns
                          its interest in this Lease, Owner shall not be
                          relieved of its obligations to Tenant hereunder until
                          the security deposit is transferred to Owner's
                          assignee.

                    Article l (p) shall be modified to read in its entirety as
                    follows:
                       p. Copper Meet-Me Room Access

                          Tenant shall have the privilege to use in common with
                          other Building tenants the 19th floor Meet-Me Room
                          (the "Meet-Me Room") and associated wiring systems.
                          Owner shall supervise the maintenance of the room by
                          tenant users and shall use reasonable means to ensure
                          this facility is available to Tenant. Tenant agrees to
                          abide
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                         by all written regulations for use of the Meet-Me Room
                         established jointly by Owner and tenant-users and
                         provided to Tenant, including, but not limited to the
                         "Survival Manual for Communications Companies" in the
                         Westin Building, the present version of which has been
                         provided to Tenant. If Tenant violates any such
                         regulation and fails to cure the same immediately upon
                         Owner's demand (or within any reasonable cure period
                         established by Owner in its sole discretion) Owner may
                         withdraw Tenant's privilege to use the Meet-Me Room.
                         Tenant understands and agrees that Meet-Me Room access
                         is a privilege and not a right, and that Owner's right
                         to exclude Tenant from Meet-Me Room access as stated
                         herein is absolute and not subject to RCW 59.12 et.
                         seq.

                         Owner shall not be liable for damages, nor shall the
                         rental herein reserved be abated, for Owner's failure
                         to provide Meet-Me Room access, functions and services,
                         when such failure or delay is caused by an event of
                         "Force Majeur" (as defined in Article 30), or by the
                         making of necessary repairs to the Premises or Building
                         (provided that Owner has used reasonable efforts not to
                         interfere with or interrupt the conduct of Tenant's
                         business at the Premises), nor shall the temporary
                         failure to furnish any of such services due to such
                         events be construed as an eviction of Tenant or relieve
                         Tenant from the duty of observing and performing any of
                         the provisions of this Lease.


                         For Copper Meet-Me Room usage, as of April 15, 1998,
                             ------                     ---------------------
                         Tenant has paid for the one-time usage fee of Five
                         --------------------------------------------------
                         Hundred and 00/100 Dollars ($500.00).
                         ------------------------------------

                         For each DSX panel or DS3 module placed in the room,
                         Tenant shall pay a one-time fee of Three hundred sixty
                         eight and 00/100 dollars ($368.00) per DSX and/or one
                         hundred eighty four and 00/100 dollars ($184.00) per
                         DS3 module and a recurring monthly charge of Seventy
                         Five and 00/100 Dollars ($75.00) per Panel installed
                         within the room.

                    Article 1(r)shall be modified to read in its entirety as
                    follows:
                      r. HVAC (Heating, Ventilating, and Air Conditioning):

                         Owner grants Tenant the right to install, at Tenant's
                         sole cost, its own HVAC equipment in Premises. This
                         equipment shall he considered Tenant's trade fixture.
                         Tenant's HVAC equipment shall be connected in a manner
                         approved by the Building Engineer, which approval shall
                         not be unreasonably withheld, conditioned or delayed.
                         Owner represents and warrants to Tenant that at all
                         times during the Lease Term, Owner shall have available
                         for Tenant's heating and ventilation needs at the
                         Premises not more than Three (3) tons of HVAC cooling
                                  --------
                         capacity.  Owner agrees to allow Tenant to an
                                    ----------------------------------
                         additional Three (3) tons of HVAC cooling capacity
                         --------------------------------------------------
                         after December 31, 1999 subject to availability.
                         -----------------------------------------------

                         Owner shall not be liable for damages, nor shall the
                         rental herein reserved be abated, for Owner's failure
                         to furnish or delay in furnishing HVAC cooling, when
                         such failure or delay is caused by an event of Force
                         Majeur or by the making of necessary repairs to the
                         Premises or Building (provided that Owner has used
                         reasonable efforts not to interfere with or interrupt
                         the conduct of Tenant's business at the Premises), nor
                         shall the temporary failure to furnish any of such
                         services due to such events be construed as eviction of
                         Tenant or relieve Tenant from the duty of observing and
                         performing any of the provisions of this Lease.
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                         Tenant shall pay to Owner within thirty (30) days of
                         commencement of Lease a sum equal to Seven Hundred
                         Fifty & 00/100 ($750.00) per ton of committed capacity
                         (see above). In addition, Tenant shall pay within ten
                         (10) days of invoice a quarterly fee for Tenant's pro
                         rata, per ton share of the costs charged to all users
                         of the cooling tower for Owner's costs and expenses of
                         operating and maintaining the cooling tower, including,
                         but not limited to, chemical treatment, electrical
                         usage and water consumption

                    Article l(s)shall be modified to read in its entirety as
                    follows:
                      s. Essential Power:

                         Tenant shall have the right to the following additional
                         amounts of "Essential Power" (defined below):

                            (i) amperes of 480 volt Essential Power ("Minimum
                            Capacity") which shall be made available by Owner to
                            Tenant pursuant to the following schedule:


                             --------------------------------------------------
                                                              MINIMUM AMT. OF
                               PHASE          DATE            ESSENTIAL POWER
                                              ----          AVAILABLE TO TENANT
                             --------------------------------------------------
                                         4th Quarter, 1999   10 Amps of 480V
                             --------------------------------------------------
                                         January 1, 2000     15 Amps of 480V
                             --------------------------------------------------

                         At all times during the Term of this Lease, Owner shall
                         maintain the Essential Power system to ensure that the
                         then-current minimum level of Essential Power is
                         delivered by Owner to Tenant through The Westin
                         Building electrical system.

                         Owner shall not be liable for damages, nor shall the
                         rental herein reserved be abated, for Owner's failure
                         to furnish or delay in furnishing Essential Power, when
                         such failure or delay is caused by an event of Force
                         Majeur or by the making of necessary repairs to the
                         Premises or Building (provided that Owner has used
                         reasonable efforts not to interfere with or interrupt
                         the conduct of Tenant's business at the Premises), nor
                         shall the temporary failure to furnish any of such
                         services due to such events be construed as an eviction
                         of Tenant or relieve Tenant from the duty of observing
                         and performing any of the provisions of this Lease.

                         Tenant shall pay to Owner a connection charge of Seven
                         Hundred Fifty and 00/100 Dollars ($750.00) per ampere
                         of minimum Essential Power based on the schedule above
                         within 10 days of date shown: Tenant shall pay all
                         costs associated with wiring the Essential Power system
                         from the riser to Tenant's Premises, as well as its pro
                         rata share of any annual maintenance costs. As of this
                                                                     ----------
                         date, Tenant has Fifteen (15) amps of 480V of Essential
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                         Power.
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                    NEW
                         Liability Insurance
                         Tenant at its sole cost and expense shall obtain and
                         maintain in full force and effect during the Lease term
                         commercial general liability insurance insuring against
                         any and all claims for injury to or death of persons
                         and loss of or damage to property occurring in, on or
                         about the Premises in form and amounts satisfactory to
                         Owner, but in any case with a single combined liability
                         limit of not less than $1,000,000. All such insurance
                         shall be written by companies satisfactory to Owner,
                         shall name Sixth & Virginia Properties as additional
                         insured parties, and shall contain a provision
                         requiring thirty days' written notice to Owner and to
                         Owner's mortgagees
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                         (if any) before cancellation or change in coverage,
                         scope or amount of insurance. Prior to taking
                         possession of the Premises, Tenant shall furnish Owner
                         with the certificate of such policy, and renewal
                         certificates shall be furnished to Owner prior to the
                         expiration of any expiring policy.

           EXCEPT to the extent herein revised, amended or modified, all terms,
           conditions and provisions of said Lease are hereby affirmed and
           ratified in all respects.

           OWNER:                                 TENANT:
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           SIXTH & VIRGINIA PROPERTIES,             POINTSHARE CORPORATION
             A Washington General Partnership        A Delaware Corporation

            By Clise Properties, Inc,, a Partner
                /s/                                     /s/
            By__________________________________    By__________________________
                                                         VP Finance

            Its_________________________________    Its_________________________

                                                         4/27/99
            Date________________________________    Date________________________



             State of Washington
             County of King

             I certify that I know or have satisfactory evidence that A.M, Clise
                                                                      ----------
             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 CLISE PROPERTIES INC., a partner of SIXTH & VIRGINIA
             ---------
             PROPERTIES, a Washington general partnership, to be the free and
             voluntary act of such party for the uses and purposes mentioned in
             the instrument.

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             <S>                                     <C>
             Dated_______________________________
                                                      _______________________________________________
                                                                    (Name legibly printed or stamped)
                                                                                 Jennifer A. Richards
                                                                                ---------------------
                                                     Notary Public in and for the State of Washington,
                                                                                 residing at Issaquah

                                                              My appointment expires: February 7, 2003

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