EXHIBIT 10.4

               LION, INC. EMPLOYMENT AND NON-COMPETITION AGREEMENT

         This Employment and  Non-Competition  Agreement  (this  "Agreement") is
made effective the 13th day of October 2004  ("Effective  Date"),  by LION, Inc.
("Employer"), and Anthony Berris ("Executive").

                                    RECITALS

         A. Employer has acquired Tuttle Risk Management  Services,  Inc. (TRMS,
Inc.),  including  all of its  goodwill,  for valuable  consideration  through a
merger (the  "Merger")  of TRMS,  Inc.  with and into LION  Acquisition,  LLC, a
wholly owned subsidiary of Employer. LION Acquisition, LLC shall change its name
after the Merger closes to Tuttle Risk Management Services, LLC ("TRMS").

         B.  Executive,  a principal  stockholder of TRMS, Inc. has knowledge of
TRMS Inc.'s trade secrets and proprietary  information of TRMS, Inc., including,
but not limited to, its customer lists,  business plans and business strategies.
As a condition and inducement to Employer to undertake the Merger, Executive has
agreed to be employed by Employer on the terms set forth in this Agreement.

                                    AGREEMENT

         The parties, intending to be legally bound, agree as follows:

                                 1. DEFINITIONS

         For the  purposes  of this  Agreement,  the  following  terms  have the
meanings specified or referred to in this Section 1.

         1.1 "Basic Compensation" is defined as Salary and Benefits (see Section
3.1.1 and 3.1.2).


         1.2  "Bonus Compensation" is defined in Section 3.2.

         1.3  "Cause" is defined in Section 6.2

         1.4  "Confidential Information" is defined as the following information
and materials in written,  oral, magnetic,  photographic,  optical or other form
and  whether  now  existing  or  developed  or  created  during the term of this
Agreement which are proprietary to Employer and are highly sensitive in nature.

              1.4.1 INFORMATION  MARKED  PROPRIETARY OR CONFIDENTIAL.  All data,
documents,  materials,  drawings  and  information  in tangible  form and marked
"Proprietary" or "Confidential."

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              1.4.2   PRODUCTS.   Any  and  all  ideas,   designs,   inventions,
discoveries, processes, methods, plans, concepts, know-how, methods, techniques,
structures,  specifications,  design specifications,  design notes, flow charts,
documentation,  technical and engineering data, laboratory studies, test results
and any other  information  and  materials,  whether  or not in  tangible  form,
relating to Employer's operations.

              1.4.3 TRADE SECRETS.  All Employer's  trade secrets,  including as
defined in any  agreement  between  Executive  and  Employer,  any of Employer's
policies, or the Washington Trade Secrets Law, RCW 19.108 et seq., and including
without limitation, the specific terms of Employer's relationships or agreements
with significant  vendors and customers,  and targeted  prospective  vendors and
customers;  Employer's  customer list;  and  information  concerning  Employer's
management, finance, marketing and business plans.

              1.4.4  LEGAL   RIGHTS.   Patents,   copyrights,   trade   secrets,
trademarks, and service marks ("Intellectual Property"), including any documents
containing information concerning such Intellectual Property.

              1.4.5  THIRD  PARTY  INFORMATION.  Any  and  all  information  and
materials in Employer's possession or under its control from any other person or
entity  which  Employer is  obligated to treat as  confidential  or  proprietary
("Third Party Information").

              1.4.6 NOT GENERALLY  KNOWN.  Any and all information not generally
known to the  public  or within  the  industries  or  trades  in which  Employer
competes.

         1.5  "Effective  Date" means the date stated in the first  paragraph of
the Agreement.

         1.6  "Employment  Period"  means the period  beginning on the Effective
Date and ending on termination of Executive's employment pursuant to Section 6.

         1.7  "Person" is any individual, corporation  (including any non-profit
corporation),  general or limited partnership,  limited liability company, joint
venture, estate, trust, association, organization, or governmental body.

         1.8  "Proprietary Items" is defined in Section 7.2.4.

         1.9  "Salary" is defined in Section 3.1.1.

         1.10 "Severance  Benefit" is defined as 50% of the  Executive's  annual
salary for the calendar  year in which this  Agreement is  terminated,  together
with  continuation of Benefits as defined in Sections 3.1.2 and 6.3.5 herein, at
the level the Executive is receiving at the time of  Termination  for six months
immediately following the Date of Termination.

         1.11  "Severance  Period"  means a  period  of six  months  immediately
following the Date of

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                            2. EMPLOYMENT AND DUTIES

         2.1  EMPLOYMENT

         Employer  hereby  employs  Executive,   and  Executive  hereby  accepts
employment  by  Employer,  upon  the  terms  and  conditions  set  forth in this
Agreement.

         2.2  TERM

         Subject  to the  provision  of  Section  6,  the  term  of  Executive's
employment  under  this  Agreement  will be three (3)  years,  beginning  on the
effective  date  (October 13, 2004) and ending on the third  anniversary  of the
Effective Date.

         2.3  DUTIES

         Executive  will  have such  duties  as are  assigned  or  delegated  to
Executive by the CEO and will serve as President of TRMS, reporting initially to
Employer's  CEO.  Executive will devote his entire  business,  time,  attention,
skill,  and energy  exclusively  to the business of Employer,  will use his best
efforts to promote the success of Employer's business,  and will cooperate fully
with  Employer  and its  Board  of  Directors  in the  advancement  of the  best
interests of Employer. The foregoing notwithstanding, Executive may devote time,
attention,  skill and energy to REITCO,  as defined in the  Agreement of Merger,
among  Employer,   TRMS  and  the  other  parties  named  therein  (the  "Merger
Agreement"). Executive will initially be placed on TRMS's Board of Directors.

                                3. COMPENSATION

         3.1  BASIC COMPENSATION


              3.1.1 SALARY.  Executive will be paid an annual salary of $145,314
per year subject to adjustment as provided below (the  "Salary"),  which will be
payable in equal periodic installments according to Employer's customary payroll
practices,  but no less frequently  than monthly.  The Salary and Benefits (i.e.
Basic  Compensation) will be reviewed by the CEO and Compensation  Committee not
less frequently than annually.

              3.1.2 BENEFITS.  Executive will, during the Employment  Period, be
permitted to participate in such pension, profit sharing, bonus, life insurance,
hospitalization,  major medical,  and other  employee  benefit plans of Employer
that may be in effect  from time to time,  to the extent  Executive  is eligible
under the terms of those  plans  (collectively,  the  "Benefits").  If  Employer
grants  registration  rights to other  senior  executives  with respect to their
Employer securities, Employer shall grant Executive the same registration rights
with respect to his Employer securities.

         3.2  BONUS COMPENSATION

         Annually  the  CEO  and  Compensation   Committee  will  review  and/or
determine any bonus compensation plans or changes thereto for the Executive.

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                           4. FACILITIES AND EXPENSES

         4.1  GENERAL

         Employer will furnish Executive office space, equipment,  supplies, and
such other  facilities and personnel as Employer deems  necessary or appropriate
for the performance of Executive's  duties under this  Agreement.  Employer will
pay on behalf of Executive  (or reimburse  Executive  for)  reasonable  expenses
incurred  by  Executive  at the  request  of, or on behalf of,  Employer  in the
performance of Executive's duties pursuant to this Agreement,  and in accordance
with  Employer's  policies.  Executive must file expense reports with respect to
such expenses in accordance with Employer's policies.

         4.2  BUSINESS EXPENSES

         Employer shall  reimburse  Executive for all  reasonable,  ordinary and
necessary  business  expenses  incurred by Executive in the  performance  of his
duties and the promotion of the Employer's business.

         4.3  CELLULAR PHONE

         Employer will pay for and provide  Executive  with a cellular phone and
phone service for business use if so requested by the Executive.

                           5. VACATIONS AND HOLIDAYS

         Executive will be entitled to vacation each calendar year in accordance
with the vacation  policies of Employer in effect for its employee officers from
time to time, but in no event shall  Executive be entitled to less than four (4)
weeks  vacation  annually.  Vacation  must be taken by Executive at such time or
times as  approved  by the CEO.  Executive  will  also be  entitled  to the paid
holidays set forth in Employer's policies. Vacation days and holidays during any
calendar  year that are not used by Executive  during such calendar year may not
be used  in any  subsequent  calendar  year  without  Employer's  prior  written
consent.

                                 6. TERMINATION

         6.1  EVENTS OF TERMINATION


         The Employment Period,  Executive's Salary and Benefits and any and all
other  rights of Executive  under this  Agreement or otherwise as an employee of
Employer will terminate (except as otherwise  provided in this Section 6) on the
earliest of:

              6.1.1 the death of Executive;

              6.1.2 written notice by Executive;

              6.1.3 written notice by Employer; or

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              6.1.4 for Cause (as  defined in  Section  6.2),  immediately  upon
notice from Employer to Executive, or Executive to Employer, as applicable.

         6.2  DEFINITION OF "CAUSE"

         For purposes of Section 6.2, "Cause" for Employer shall mean any of the
following:  (i) Executive's  theft,  dishonesty,  or falsification of Employer's
documents  or  records;  (ii)  Executive's  participation  in a fraud  or act of
dishonesty  against  Employer;  (iii) any action taken in bad faith by Executive
which has a  detrimental  effect on  Employer's  reputation  or  business;  (iv)
Executive's  willful  failure or  inability to perform any  reasonable  assigned
duties that is not remedied by Executive within  forty-five (45) days of written
notice of such failure or inability from Employer;  (v)  Executive's  unremedied
material breach of this Agreement after receipt of the written notice  discussed
above,  or any  violation of  Employer's  written  policies  constituting  gross
intentional  misconduct adversely and demonstrably affecting Employer's business
or reputation;  or (vi) Executive's  conviction (including any plea of guilty or
NOLO CONTENDERE) of any felony or crime involving dishonesty.

         For purposes of Section 6.2,  "Cause" for Executive  shall mean any one
of the  following  events  which occurs  without  Executive's  consent:  (i) any
reduction of Executive's then existing  compensation or benefits,  except to the
extent that such  compensation  of all other  senior  executives  of Employer is
equally   reduced;   (ii)  any  material   diminution  of  Executive's   duties,
responsibilities,  authority,  reporting structure, titles or offices; provided,
that Executive gives Employer written notice of such material  diminution and it
is not remedied by Employer  within  thirty (30) days of receipt of such notice;
(iii) any request  that  Executive  relocate to a work site that would  increase
Executive's  one-way  commute  distance  by more  than  fifty  (50)  miles  from
Executive's  then principal  residence;  (iv) any material breach by Employer of
its  obligations  under this Agreement  that is not remedied by Employer  within
thirty (30) days of written  notice of such breach from  Executive;  (v) another
entity or person  becoming  the  majority  owner  through a hostile  takeover of
Employer;  or (vi) a slate of directors is elected, a majority of which were not
recommended by the existing directors and management prior to the vote.

         6.3  TERMINATION PAY


         Effective  upon the  termination  of this  Agreement,  Employer will be
obligated to pay Executive only such compensation as is provided in this Section
6.3, and in lieu of all other amounts and in settlement and complete  release of
all claims Executive may have against Employer.

              6.3.1   TERMINATION  BY  EMPLOYER  FOR  CAUSE  OR  TERMINATION  BY
EXECUTIVE  WITHOUT CAUSE.  If Employer  terminates  this Agreement for Cause, or
Executive terminates this Agreement without cause, Executive will be entitled to
receive his Salary only through the date such termination is effective.

              6.3.2  TERMINATION  UPON DEATH.  If this  Agreement is  terminated
because of Executive's  death,  Executive will be entitled to receive his Salary
through  the end of the  calendar  month  in  which  his  death  occurs,  plus a
Severance Benefit.

              6.3.3   TERMINATION  BY  EMPLOYER   WITHOUT  CAUSE.   If  Employer
terminates this Agreement without Cause,  Employer will pay Executive his Salary
through the end of the calendar month in which such termination occurs. Employer
will also pay the Severance Benefit.

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              6.3.4  TERMINATION  BY  EXECUTIVE  FOR  CAUSE.  If  the  Executive
terminates  this  Agreement  "for cause",  the Employer  will pay  Executive his
Salary through the end of the calendar month in which such  termination  occurs.
Employer will also pay the Severance Benefit.

              6.3.5 BENEFITS.  Executive's accrual of, or participation in plans
providing for benefits will cease at the effective  date of the  termination  of
this Agreement,  and Executive will be entitled to accrued Benefits  pursuant to
such plans only as provided in such plans.  Following the Termination  Date, the
Executive has the right to continue  coverage under Employer's  health insurance
plans as provided by the Consolidated Omnibus Budget Reconciliation Act of 1985,
as amended  ("COBRA"),  provided the Executive  makes a timely election for such
continued  coverage.  However,  if the Executive  terminates  "for cause" or the
Employer terminates the Executive "without cause", Employer will pay Executive's
cost of COBRA during the 6-month Severance Period.

                           7. NON-DISCLOSURE COVENANT

         7.1  ACKNOWLEDGMENTS BY THE EXECUTIVE

         Executive  acknowledges  that (a) during the Employment Period and as a
part of his  employment,  Executive  will be  afforded  access  to  Confidential
Information;  (b) disclosure of such Confidential Information to any third party
could  have  an  adverse  effect  on  Employer  and  its  business;  and (c) the
provisions  of this  Section 7 are  reasonable  and  necessary  to  prevent  the
improper use or disclosure of Confidential Information.

         7.2  AGREEMENTS OF THE EXECUTIVE

         In  consideration  of the  compensation  and  benefits  to be  paid  or
provided to Executive by Employer under this Agreement,  Executive  covenants as
follows:

              7.2.1 During and following the Employment  Period,  Executive will
hold in confidence the Confidential  Information and will not disclose it to any
person except with the specific  prior written  consent of Employer or except as
otherwise expressly permitted by the terms of this Agreement.

              7.2.2 Any trade secrets of Employer will be entitled to all of the
protections and benefits under  Washington trade secret law, RCW 19.108 et seq.,
and any other  applicable  law. If any  information  that Employer deems to be a
trade  secret is found by a court of  competent  jurisdiction  not to be a trade
secret for purposes of this Agreement,  such information will, nevertheless,  be
considered  Confidential  Information for purposes of this Agreement.  Executive
hereby waives any  requirement  that Employer submit proof of the economic value
of any trade secret or post a bond or other security.

              7.2.3 None of the foregoing  obligations and restrictions  applies
to any part of the Confidential  Information that Executive  demonstrates was or
became generally  available to the public other than as a result of a disclosure
by Executive.

              7.2.4 Executive will not remove from Employer's  premises  (except
to the extent such removal is for  purposes of the  performance  of  Executive's
duties  at  home  or  while  traveling,  or  except  as  otherwise  specifically
authorized by Employer) any document,  record, notebook, plan, model, component,
device, or computer software or code, whether embodied in a disk or in any other
form  (collectively,  the "Proprietary  Items").  Executive  recognizes that, as
between  Employer and Executive,

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all of the  Proprietary  Items,  whether or not developed by Executive,  are the
exclusive  property of Employer.  Upon  termination  of this Agreement by either
party, or upon the request of Employer during the Employment  Period,  Executive
will return to Employer all of the Proprietary  Items in Executive's  possession
or subject to Executive's  control,  and Executive  shall not retain any copies,
abstracts,  sketches,  or other  physical  embodiment of any of the  Proprietary
Items.

         7.3  DISPUTES OR CONTROVERSIES

         Executive  recognizes that should a dispute or controversy arising from
or  relating to this  Agreement  be  submitted  for  adjudication  to any court,
arbitration  panel,  or other third party,  the  preservation  of the secrecy of
Confidential   Information  may  be  jeopardized.   All  pleadings,   documents,
testimony,  and records relating to any such  adjudication will be maintained in
secrecy and will be available for inspection by Employer,  Executive,  and their
respective  attorneys and experts, who will agree, in advance and in writing, to
receive and maintain all such  information in secrecy,  except as may be limited
by them in writing.

               8. NON-COMPETITION AND NON-SOLICITATION COVENANTS

         8.1  NON-COMPETITION.  Executive  covenants that,  during the three (3)
year period commencing on the date hereof,  including any period during which he
is no longer  employed by Employer,  regardless of the reason for termination of
such employment,  he shall not anywhere in the United States where Employer does
business,   directly  or  indirectly,   provide  any  management,   supervisory,
employment,  consulting or other services to himself,  any other person,  or any
entity  (including any business to be formed or in planning of formation)  which
is, or intends to be,  competitive with the business that Employer acquired from
TRMS in  connection  with the Merger,  as defined in the Merger  Agreement  (the
"Acquired  Business").  For purposes of this Section 8.1, the Acquired  Business
includes, without limitation,  providing the mortgage industry with products and
services  using  TRMS's  solutions.   These  developed   solutions  include  all
technology envisioned,  developed and/or produced by TRMS as well as any and all
TRMS  tools  or  artifacts  used  to  facilitate  the  development  and  hosting
processes.  This Agreement  also includes any of TRMS's past,  current or future
business, business plans or intentions that were, or could reasonably have been,
known to Executive  during the term of this Agreement or any other period during
which he may have worked or provided  services for  Employer.  Among other roles
and without  limitation,  Executive may not assist or serve any competing person
or entity as a shareholder,  "founder," director,  officer,  employee,  partner,
agent,  consultant,  lessor,  creditor or  otherwise;  provided,  however,  that
Executive may assist or serve REITCO in any such roles. Executive agrees that he
will promptly and fully disclose to Company any business  opportunity  coming to
his  attention,  or conceived  or  developed  in whole or in part by him,  which
relates to Company's business.  The terms of this Section 8.1 shall be construed
so as to be consistent with any other noncompetition agreements between Employer
and Executive.  Any such agreements shall remain in full force and effect unless
otherwise  stated in writing signed by Executive and Employer's  CEO.  Executive
may,  notwithstanding  his obligations under this Section 8.1, own, as a passive
investor,  up to  one  percent  (1%)  of any  publicly  traded  company  without
violating this provision.

         8.2  NON-SOLICITATION.  Executive  covenants that, during the three (3)
year period commencing on the date hereof,  including any period during which he
is no longer  employed by Employer,  regardless of the reason for termination of
such employment,  he shall not, directly or indirectly,  (i) solicit any current
or former  customer of the Employer  other than in his  capacity and  consistent
with his  duties as an

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officer  and  employee  of  Employer  or REITCO;  or (ii)  attempt to induce any
employee,  vendor or supplier of Employer to terminate their  relationship  with
Employer.

         8.3 INJUNCTIVE  RELIEF. If Executive  violates any of the covenants set
forth in Section  8,1 or 8.2,  Employer  will be  entitled  to have and obtain a
mandatory  injunction in any court having jurisdiction to enforce such covenants
to prevent and terminate any violation or attempted  violation  hereof,  and may
have and  recover  from the  violating  party any  appropriate  damages  for any
violations of the covenants  made herein.  If the time or area  limitations,  or
both,  contained  herein are held by any court of competent  jurisdiction  to be
unreasonable  or otherwise  unenforceable,  this covenant will  nevertheless  be
enforceable  for such lesser time or lesser  area,  or both,  as the court shall
find reasonable.

                             9. GENERAL PROVISIONS

         9.1  INJUNCTIVE RELIEF AND ADDITIONAL REMEDY


         Executive  acknowledges  that the  injury  that  would be  suffered  by
Employer as a result of a breach of the  provisions of this  Agreement  would be
irreparable and that an award of monetary  damages to Employer for such a breach
would be an inadequate  remedy.  Consequently,  Employer will have the right, in
addition  to any  other  rights  it may have,  to  obtain  injunctive  relief to
restrain any breach or threatened  breach or otherwise to  specifically  enforce
any provision of this Agreement.  Without limiting  Employer's rights under this
Section 9.1 or any other remedies of Employer,  if Executive breaches any of the
provisions  of Section 7 or 8,  Employer will have the right to cease making any
payments otherwise due to Executive under this Agreement.

         9.2   COVENANTS  OF  SECTION  7  and  8 ARE  ESSENTIAL  AND INDEPENDENT
COVENANTS


         The covenants by Executive in Sections 7 and 8 are  essential  elements
of this  Agreement,  and  without  Executive's  agreement  to  comply  with such
covenants,  Employer  would not have  entered  into this  Agreement  or employed
Executive.  Executive  has  independently  consulted  his  counsel  and has been
advised in all respects  concerning  the  reasonableness  and  propriety of such
covenants,  with  specific  regard to the nature of the  business  conducted  by
Employer.

         Executive's  covenants in Section 7 and 8 (and each subsection thereof)
are  independent  covenants and the existence of any claim by Executive  against
Employer under this Agreement or otherwise,  will not excuse  Executive's breach
of any covenant in Section 7 or 8.

         If Executive's  employment  hereunder  expires or is  terminated,  this
Agreement  will continue in full force and effect as is necessary or appropriate
to enforce the covenants and agreements of Executive in Section 7 or 8.

         9.3  REPRESENTATIONS AND WARRANTIES BY THE EXECUTIVE


         Executive  represents  and warrants to Employer  that the execution and
delivery by Executive of this Agreement do not, and the performance by Executive
of  Executive's  obligations  hereunder  will not, with or without the giving of
notice  or the  passage  of time,  or both:  (a)  violate  any  judgment,  writ,
injunction, or order of any court, arbitrator, or governmental agency applicable
to Executive; or (b)

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conflict with,  result in the breach of any provisions of or the termination of,
or constitute a default under, any agreement to which Executive is a party or by
which Executive is or may be bound.

         9.4  OBLIGATIONS CONTINGENT ON PERFORMANCE

         The obligations of Employer hereunder,  including its obligation to pay
the   compensation   provided  for  herein,   are  contingent  upon  Executive's
performance of Executive's obligations hereunder.

         9.5  WAIVER

         The rights and remedies of the parties to this Agreement are cumulative
and not  alternative.  Neither  the  failure  nor any delay by  either  party in
exercising any right, power, or privilege under this Agreement will operate as a
waiver of such right, power, or privilege,  and no single or partial exercise of
any such right,  power, or privilege will preclude any other or further exercise
of such right, power, or privilege or the exercise of any other right, power, or
privilege.  To the maximum extent  permitted by applicable  law, (a) no claim or
right arising out of this Agreement can be discharged by one party,  in whole or
in part,  by a waiver or  renunciation  of the claim or right  unless in writing
signed by the other  party;  (b) no waiver  that may be given by a party will be
applicable  except in the specific  instance  for which it is given;  and (c) no
notice to or demand on one party will be deemed to be a waiver of any obligation
of such party or of the right of the party  giving such notice or demand to take
further action without notice or demand as provided in this Agreement.

         9.6  BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED

         This  Agreement  shall  inure to the  benefit  of, and shall be binding
upon, the parties hereto and their respective  successors,  assigns,  heirs, and
legal  representatives,  including  any entity with which  Employer may merge or
consolidate  or to  which  all  or  substantially  all  of  its  assets  may  be
transferred.  The duties and covenants of Executive under this Agreement,  being
personal, may not be delegated.

         9.7  NOTICES

         All notices,  consents,  waivers,  and other  communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt),  (b) sent by facsimile
(with  written  confirmation  of  receipt),  provided  that a copy is  mailed by
registered  mail,  return  receipt  requested,  or  (c)  when  received  by  the
addressee,  if  sent  by a  nationally  recognized  overnight  delivery  service
(receipt  requested),  in each case to the  appropriate  addresses and facsimile
numbers set forth below (or to such other  addresses and facsimile  numbers as a
party may designate by notice to the other parties):

         If to Executive:

         Anthony Berris
         645 Fawn Drive
         San Anselmo, CA  94960

         Telephone No.:___________

or to such  other  addresses  and  faxes as the  parties  may from  time to time
designate in writing.

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         If to Employer:

         Randall D. Miles, CEO
         LION, Inc.
         4200 - 42nd Ave. SW, Suite 430
         Seattle, WA  98116

         Telephone No.: (206) 577-1446

or to such other  addresses and telephone  numbers as the Employer may from time
to time designate in writing.

         9.8  ENTIRE AGREEMENT; AMENDMENTS

         This Agreement  contains the entire agreement  between the parties with
respect to the subject  matter hereof and  supersedes  all prior  agreements and
understandings,  oral or written, between the parties hereto with respect to the
subject  matter hereof,  provided,  however,  that any prior or  contemporaneous
agreements   between  the  parties  concerning   confidentiality,   intellectual
property, inventions,  non-competition,  and/or non-solicitation shall remain in
full force and effect if and to the extent that they provide greater  protection
to Employer.  This Agreement may not be amended orally, but only by an agreement
in writing signed by the parties hereto.

         9.9  ARBITRATION

         Except when injunctive relief is sought by Employer pursuant to Section
9.1,  Employer  and  Executive  shall  settle any and all  claims,  disputes  or
controversies   arising  out  of  or  relating  to  Executive's   candidacy  for
employment, employment and/or cessation of employment with Employer, exclusively
by final and binding arbitration before a single neutral Arbitrator. Such claims
include claims under federal,  state and local statutory or common law; wrongful
termination;  claims for wages, including,  but not limited to, claims under the
Fair  Labor  Standards  Act,   Washington  Minimum  Wage  Act,  or  other  state
equivalent;  breach of public policy;  claims of  discrimination  or harassment,
including, but not limited to, claims under the Age Discrimination in Employment
Act,  Title VII of the Civil  Rights Act of 1964,  the Civil Rights Act of 1991,
the Americans with Disabilities Act, the Washington Law Against  Discrimination,
and any other  state or local  discrimination  laws.  The  arbitration  shall be
submitted to the American Arbitration Association,  and it shall be conducted in
San Francisco,  California in accordance with the Commercial  Dispute Resolution
Procedures  then in effect.  Judgment upon the award  rendered may be entered in
any court of competent jurisdiction.

         9.10  GOVERNING LAW


         This  Agreement will be governed by the laws of the State of Washington
without  regard to the  conflicts of laws  principles  thereof,  except that the
provisions of Section 7 and Section 8 shall be governed by the laws of the State
of California without regard to conflicts of laws principles thereof.

         9.11  JURISDICTION

         Any action or proceeding  seeking to enforce any provision of, or based
on any right arising out of, this Agreement may be brought against either of the
parties in the federal or state courts of the State of California, County of San
Francisco,  and each of the parties  consents to the jurisdiction of such courts

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<PAGE>

(and of the appropriate  appellate  courts) in any such action or proceeding and
waives any objection to venue laid  therein.  Executive  acknowledges  that this
venue  provision  is  proper  because  Employer  is  headquartered  in  Seattle,
Washington,  and that for  consistency and other purposes in  interpretation  of
agreements venue rests properly in the Seattle,  Washington area. Process in any
action or  proceeding  referred to in the  preceding  sentence  may be served on
either party anywhere in the world.

         9.12  SECTION HEADINGS, CONSTRUCTION


         The headings of Sections in this Agreement are provided for convenience
only and will not affect its construction or  interpretation.  All references to
"Section" or "Sections" refer to the  corresponding  Section or Sections of this
Agreement unless otherwise  specified.  All words used in this Agreement will be
construed to be of such gender or number as the  circumstances  require.  Unless
otherwise expressly provided,  the word "including" does not limit the preceding
words or terms.

         9.13  SEVERABILITY

         If any provision of this Agreement is held invalid or  unenforceable by
any court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

         9.14  DRAFTSMANSHIP

         There shall be no presumption of  draftsmanship  in the  preparation or
execution of this Agreement.

         9.15  COUNTERPARTS

         This  Agreement  may be executed in one or more  counterparts,  each of
which will be deemed to be an original copy of this  Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.

         IN WITNESS  WHEREOF,  the parties  have  executed  and  delivered  this
Agreement as of the date above first written above.

EMPLOYER:                                 EXECUTIVE:


/s/ RANDALL D. MILES                      /s/ ANTHONY BERRIS
--------------------------------          --------------------------------------
Randall D. Miles                          Anthony Berris
Chairman and CEO



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