C. Definitions 6 (1) Included Operating Costs 6 (2) Excluded Operating Costs 6 (3) Taxes 7 (4) Lease Year 8 (5) Fiscal Year 8

1
EXHIBIT 10.14

Lease

REDMOND HILLTOP

Between

PORTABLE SOFTWARE CORPORATION
(Tenant)

and

CARRAMERICA REALTY CORPORATION
(Landlord)

2
TABLE OF CONTENTS

Page
----

1. LEASE AGREEMENT 3

2. RENT 3
A. Types of Rent 3
(1) Base Rent 4
(2) Operating Cost Share Rent 4
(3) Tax Share Rent 4
(4) Additional Rent 4
(5) Rent 4

B. Payment of Operating Cost Share Rent and Tax Share Rent 5
(1) Payment of Estimated Operating Cost Share Rent
and Tax Share Rent 5
(2) Correction of Operating Cost Share Rent 5
(3) Correction of Tax Share Rent 5

C. Definitions 6
(1) Included Operating Costs 6
(2) Excluded Operating Costs 6
(3) Taxes 7
(4) Lease Year 8
(5) Fiscal Year 8

D. Computation of Base Rent and Rent Adjustments 9
(1) Prorations 8
(2) Default Interest 8
(3) Rent Adjustments 8
(4) Books and Records 8
(5) Miscellaneous 9

3. PREPARATION AND CONDITION OF PREMISES;
POSSESSION AND SURRENDER OF PREMISES 9
A. Condition OF Premises 9
B. Tenant's Possession 9
C. Maintenance 9

4. PROJECT SERVICES 9
A. Heating and Air Conditioning 10
B. Elevators 10
C. Electricity 10
D. Water 10
E. Janitorial Service 10
F. Interruption of Services 10

Page
----

5. ALTERATIONS AND REPAIRS 11
A. Landlord's Consent and Conditions 11
B. Damage to Systems 12
C. No Liens 12
D. Ownership of Improvements 12
E. Removal at Termination 13

6. USE OF PREMISES 13

7. GOVERNMENTAL REQUIREMENTS AND BUILDING RULES 13

8. WAIVER OF CLAWS; INDEMNIFICATION; INSURANCE 14
A. Waiver of Claims 14
B. Indemnification 14
C. Tenant's Insurance 14
D. Insurance Certificates 16
E. Landlord's Insurance 16

9. FIRE AND OTHER CASUALTY 16
A. Termination 16
B. Restoration 16

10. EMINENT DOMAIN 17

11. RIGHTS RESERVED TO LANDLORD 17
A. Name 17
B. Signs 17
C. Window Treatments 17
D. Keys 17
E. Access 17
F. Preparation for Reoccupancy 17
G. Heavy Articles 17
H. Show Premises 17
I. Use of Lockbox 18
J. Repairs and Alterations 18
K. Landlord's Agents 18
L. Building Services 18
M. Other Actions 18

12. TENANT'S DEFAULT 18
A. Rent Default 18
B. Assignment/Sublease or Hazardous
Substances Default 18
C. Other Performance Default 19

Page
----

D. Credit Default 19
E. Vacation or Abandonment Xxxxxxx 00

00. LANDLORD REMEDIES 19
A. Termination of Lease or Possession 19
B. Lease Termination Damages 19
C. Possession Termination Damages 20
D. Landlord's Remedies Cumulative 20
E. WAIVER OF TRIAL BY JURY 20
F. Litigation Costs 20

14. SURRENDER 21

15. HOLDOVER 21

16. SUBORDINATION TO GROUND LEASES AND MORTGAGES 21
A. Subordination 21
B. Termination of Ground Lease or
Foreclosure of Mortgage 21
C. Security Deposit 21
D. Notice and Right to Cure 22
E. Definitions 22

17. ASSIGNMENT AND SUBLEASE 22
A. In General 22
B. Landlord's Consent 22
C. Procedure 23
D. Change of Management or Ownership 23
E. Excess Payments 23

18. CONVEYANCE BY LANDLORD 23

19. ESTOPPEL CERTIFICATE 23

20. SECURITY DEPOSIT 24
A. TIME 24
B. ECONOMIC PERFORMANCE 24

21. FORCE MAJEURE 25

22. NOTICES 25
A. LANDLORD 25
B. TENANT 26

Page
----

23. QUIET POSSESSION 26

24. REAL ESTATE BROKER 26

25. MISCELLANEOUS 26
A. Successors and Assigns 26
B. Date Payments Are Due 26

C. Meaning of "Landlord", "Re-Entry",
"including" and "Affiliate" 26
D. Time of the Essence 27
E. No Option 27
F. Severability 27
G. Governing Law 27
H. No Oral Modification 27
I. Landlord's Right to Cure 27
J. Captions 27
K. Authority 27
L. Landlord's Enforcement of Remedies 27
M. Entire Agreement 27
N. Landlord's Title 27
O. Light and Air Rights 28
P. Singular and Plural 28
Q. No Recording by Tenant 28
R. Exclusivity 28
S. No Construction Against Drafting Party 28
T. Survival 28
U. Rent Not Based on Income 28
V. Building Manager and Service Providers 28
W. Late Charge and Interest on Late Payments 28
X. Parking 29
Y. Signage 29

26. UNRELATED BUSINESS INCOME 29
27. HAZARDOUS SUBSTANCES 29
28. EXCULPATION 29

APPENDIX A - PLAN OF THE PREMISES
APPENDIX B - RULES AND REGULATIONS
APPENDIX C - TENANT IMPROVEMENT AGREEMENT
APPENDIX D - MORTGAGES CURRENTLY AFFECTING THE PROJECT
APPENDIX E - COMMENCEMENT DATE CONFIRMATION
APPENDIX F - LEGAL DESCRIPTION
ADDENDUM 1 - EXTENSION OPTION

6
LEASE

THIS LEASE (the "lease") is made as of ____, 1997 between CARRAMERICA
REALTY CORPORATION, a Maryland corporation (the "Landlord") and the Tenant as
named in the Schedule below. The term "Project" means the buildings B and C
(individually the "Building" and collectively the "Buildings") known as "Redmond
Hilltop" and the land (the "Land") located at 6222 and 0000 000xx Xxxxxx XX,
Xxxxxxx, Xxxxxxxxxx 00000. The land is legally described on Appendix F, attached
hereto. "Premises" means Building B leased to Tenant described in the Schedule
and outlined on Appendix A.

The following schedule (the "Schedule") is an integral part of this
Lease. Terms defined in this Schedule shall have the same meaning throughout the
Lease.

SCHEDULE

1. TENANT: Portable Software Corporation, a Washington corporation.

2. PREMISES: Building B

3. RENTABLE SQUARE FEET OF THE PREMISES: 43,046 square feet

4. TENANT'S PROPORTIONATE SHARE: (a) 100% (based upon a total of
43,046 rentable square feet in Building B) as to all Operating
Costs relating specifically to Building B, including, without
limitation, HVAC maintenance and repairs, elevator maintenance
and repairs, budding management fee, janitorial services and
supplies, window cleaning, and property insurance; (b) 46.22%
of all Operating Costs relating to the Project, including,
without limitation, landscape costs, parking lot repair and
maintenance, Landlord's liability insurance costs, and Taxes
[provided, however, that should Building B and the land on which
it is located be separately assessed from the remainder of the
Project, Tenant's Proportionate Share of Taxes shall be 100% of
Taxes payable with respect to such separately assessed parcel];
and (c) an amount fairly and equitably apportioned by Landlord,
based on the rentable square feet in the Premises and the total
rentable square feet in the remainder of the buildings in the
Redmond East Business Campus, of Landlord's administration and
overhead costs.

5. SECURITY DEPOSIT: $450,000 Letter of Credit

6. TENANT'S REAL ESTATE BROKER FOR THIS LEASE: Puget Sound
Properties

7. LANDLORD'S REAL ESTATE BROKER FOR THIS LEASE: CB Commercial Real
Estate Group, Inc.

8. TENANT IMPROVEMENTS, IF ANY: See the Tenant Improvement
Agreement attached hereto as Appendix C.

9. COMMENCEMENT DATE: On Tenant's acceptance of the premises
substantially complete (estimated 12/31/97 or 1/31/98), but if
the Premises are subject to new construction pursuant to
Appendix C, then on the Completion Date, as defined therein, if
it is later; Landlord and Tenant shall execute a Commencement
Date

7
Confirmation substantially in the form of Appendix E promptly
following final completion of all improvements.

10. TERMINATION DATE/TERM; Sixty (60) months after the Commencement
Date, or if the Commencement Date is not the first day of a
month, then after the first day of the following month.

11. GUARANTOR: None

12. BASE RENT:

Annual Monthly Per Sq. Ft.
Period Base Rent Base Rent Rent
------ --------- --------- ----

Months 1 through 5 $301,322 $25,111 $ 7.00 nnn/rsf
Months 6 through 36 $639,233 $53,269 $14.85 nnn/rsf
Months 37 through 60 $703,802 $58,650 $16.35 nnn/rsf

1. LEASE AGREEMENT. On the terms stated in this Lease, Landlord leases
the Premises to Tenant, and Tenant leases the Premises from Landlord, for the
Term beginning on the Commencement Date and ending on the Termination Date
unless extended or sooner terminated pursuant to this Lease.

2. RENT.

A. Types of Rent. Tenant shall pay the following Rent in the form of a
check to Landlord at the following address:

CARRAMERICA REALTY CORPORATION
WILLOW CREEK CORPORATE CENTER
P.O. Box ___________________[to be inserted when determined]
XXXXXXX, XX 00000-0000

or by wire transfer as follows:

Account Name: NationsBank, N.A. (South)
Account Number:
ABA Number:
Bank Name: NationsBank of Georgia
Notification:
Telephone: (202)

or in such other manner as Landlord may notify Tenant in writing.

8
(1) Base Rent in monthly installments in advance, the first monthly
installment payable concurrently with the execution of this Lease and
thereafter on or before the first day of each month of the Term in the amount
set forth on the Schedule. Notwithstanding the foregoing, Landlord shall provide
Tenant with a "space pocket" of 15,000 rentable square feet for a period of 12
months, or until the space is used or occupied for any reason, whichever comes
first. During this time period, Tenant shall receive a base rent credit equal to
15,000 times the then current rental rate per square foot, divided by twelve.
Accordingly, Landlord and Tenant agree that until the first anniversary of the
Commencement Date, the Base Rent for months one through five (1 - 5) of the
Lease Term Tenant's monthly Base Rent payment shall be $16,361 and months six
through twelve (6 - 12) the monthly Base Rent payment shall be $34,707 plus, in
either case, an amount equal to the product arrived at by multiplying the
applicable Base Rent per square foot (as set forth in item 12 of the schedule)
by the rentable area of that portion (if any) of the 15,000 square foot space
pocket actually occupied by Tenant. Thereafter, Tenant's Base Rent obligation
shall be as set forth in the Schedule.

However, all Operating Cost Share Rent, Tax Share Rent and Additional
Rent shall be based on 43,046 rentable square feet from and after the
commencement of the Lease Term.

(2) Operating Cost Share Rent in an amount equal to the Tenant's
Proportionate Share of the Operating Costs for the applicable Fiscal Year (as
defined in Paragraph E(5) below) of the Lease, paid monthly in advance in an
estimated amount. Definitions of Operating Costs and Tenant's Proportionate
Share, and the method for billing and payment of Operating Cost Share Rent are
set forth in Sections 2B, 2C and 2D.

(3) Tax Share Rent in an amount equal to the Tenant's Proportionate
Share of the Taxes for the applicable Fiscal Year of this Lease, paid monthly
in advance in an estimated amount. A definition of Taxes and the method for
billing and payment of Tax Share Rent are set forth in Sections 2B, 2C and 2D.

(4) Additional Rent in the amount of all costs, expenses, liabilities,
and amounts which Tenant is required to pay under this Lease, excluding Base
Rent, Operating Cost Share Rent, and Tax Share Rent, but including any interest
for late payment of any item of Rent.

(5) Rent as used in this Lease means Base Rent, Operating Cost Share
Rent, Tax Share Rent and Additional Rent. Tenant's agreement to pay Rent is an
independent covenant, with no right of setoff, deduction or counterclaim of any
kind; provided, however, that Tenant shall be permitted to offset from Rent the
amount of any final monetary judgment Tenant obtains against Landlord.

9
B. Payment of Operating Cost Share Rent and Tax Share Rent.

(1) Payment of Estimated Operating Cost Share Rent and Tax Share Rent.
Landlord shall estimate the Operating Costs and Taxes of the Project by April 1
of each Fiscal Year, or as soon as reasonably possible thereafter. Landlord may
revise these estimates whenever it obtains more accurate information (but no
more often than quarterly), such as the final real estate tax assessment or tax
rate for the Project.

Within ten (10) days after receiving the original or revised estimate
from Landlord, Tenant shall pay Landlord (or, if the resulting difference is
negative and exceeds Tenant's obligation for its Proportionate Share applicable
to the following sixty days, Landlord shall reimburse the same to Tenant)
one-twelfth (1/12th) of Tenant's Proportionate Share of this estimate,
multiplied by the number of months that have elapsed in the applicable fiscal
year to the date of such payment including the current month, minus payments
previously made by Tenant for the months elapsed. On the first day of each month
thereafter, Tenant shall pay Landlord one-twelfth (1/12th) of Tenant's
Proportionate Share of this estimate, until a new estimate becomes applicable.

(2) Correction of Operating Cost Share Rent. Landlord shall deliver to
Tenant a report for the previous Fiscal Year (the "Operating Cost Report") by
April 1 of each year, or as soon as reasonably possible thereafter, setting
forth (a) the actual Operating Costs incurred, (b) the amount of Operating Cost
Share Rent due from Tenant, and (c) the amount of Operating Cost Share Rent paid
by Tenant. Within twenty (20) days after such delivery, Tenant shall pay to
Landlord the amount due minus the amount paid. If the amount paid exceeds the
amount due, Landlord shall apply the excess to Tenant's payments of Operating
Cost Share Rent next coming due; provided, however, that if the amount paid
exceeds Tenant's payments of Operating Cost Share Rent coming due for the next
60 days, the difference shall be refunded to Tenant.

(3) Correction of Tax Share Rent. Landlord shall deliver to Tenant a
report for the previous fiscal year (the "Tax Report") by April 1 of each year,
or as soon as reasonably possible thereafter, setting forth (a) the actual
Taxes, (b) the amount of Tax Share Rent due from Tenant, and (c) the amount of
Tax Share Rent paid by Tenant. Within twenty (20) days after such delivery,,
Tenant shall pay to Landlord the amount due from Tenant minus the amount paid by
Tenant. If the amount paid exceeds the amount due, Landlord shall apply any
excess as a credit against Tenant's payments of Tax Share Rent next coming due;
provided, however, that if the amount paid exceeds Tenant's payments for Tax
Share Rent coming due for the next 60 days, the difference shall be refunded to
Tenant.

10
C. Definitions

(1) included Operating costs. "Operating Costs" means any expenses,
costs and disbursements of any kind other than Taxes, paid or incurred by
Landlord in connection with the management maintenance, operation, insurance,
repair and other related activities in connection with the Premises and any
part of the Project and of the personal property, fixtures, machinery,
equipment, systems and apparatus used in connection therewith, including the
cost of providing those services required to be furnished by Landlord under this
Lease. Operating Costs shall also include the costs of any capital improvements
which are intended to reduce Operating Costs or improve safety, and those made
to keep the Project in compliance with changes in governmental requirements
applicable from time to time (collectively, "Included Capital Items"); provided,
that the costs of any Included Capital Item shall be amortized by Landlord,
together with an amount equal to interest at nine percent (9%) per annum, over
the estimated useful life of such item and such amortized costs are only
included in Operating Costs for that portion of the useful life of the Included
Capital Item which falls within the Term.

(2) Excluded Operating Costs. Operating Costs shall not include:

(a) costs of alterations of tenant premises;

(b) costs of capital improvements other than Included Capital Items;

(c) interest and principal payments on mortgages or any other debt
costs, or rental payments on any ground lease of the Project;

(d) real estate brokers' leasing commissions;

(e) legal fees, space planner fees and advertising expenses incurred
with regard to leasing the Building or portions thereof;

(f) any cost or expenditure for which Landlord is reimbursed, by
insurance proceeds or otherwise, except by Operating Cost Share
Rent;

(g) the cost of any service furnished to any office tenant of the
Project which Landlord does not make available to Tenant;

(h) depreciation (except on any Included Capital Items);

(i) franchise or income taxes imposed upon Landlord;

11
(j) costs of correcting defects in construction of the Building (as
opposed to the cost of normal repair, maintenance and
replacement expected with the construction materials and
equipment installed in the Building in light of their
specifications);

(k) legal and auditing fees which are for the benefit of Landlord
such as collecting delinquent rents, preparing tax returns and
other financial statements, and audit other than those incurred
in connection with the preparation of reports required pursuant
to Section 2B above;

(l) the wages of any employee for services not related directly to
the management, maintenance, operation and repair of the
Building; and

(m) fines, penalties and interest

(3) Taxes. "Taxes" means any and all taxes, assessments and charges of
any kind, general or special, ordinary or extraordinary, levied against the
Project (subject to the terms of paragraph 4 on page 2 hereof), which Landlord
shall pay or become obligated to pay in connection with the ownership, leasing,
renting, management, use, occupancy, control or operation of the Project or of
the personal property, fixtures, machinery, equipment, systems and apparatus
used in connection therewith. Taxes shall include real estate taxes, personal
property taxes, sewer rents, water rents, special or general assessments,
transit taxes, ad valorem taxes, and any tax levied on the rents hereunder or
the interest of Landlord under this Lease (the "Rent Tax"). Taxes shall also
include all fees and other costs and expenses (a) paid by Landlord in reviewing
any tax, and (b) in seeking a refund or reduction of any Taxes, provided,
however, that as to amounts incurred by Landlord in seeking a refund or
reduction of Taxes, Tenant's obligation shall not exceed the amount by which
Taxes paid by Tenant are reduced by such efforts. Landlord shall contest Taxes
in accordance with reasonable and prudent property management practices.

For any year, the amount to be included in Taxes (a) from taxes or
assessments payable in installments, shall be the amount of the installments
(with any interest) due and payable during such year, and (b) from all other
Taxes, shall at Landlord's election be the amount accrued, assessed, or
otherwise imposed for such year or the amount due and payable in such year,
except that general real estate taxes shall be included in Taxes for any Fiscal
Year in the amount payable during such Fiscal Year. Any refund or other
adjustment to any Taxes by the taxing authority, shall apply during the year
with respect to which the adjustment is made.

12
Taxes shall not include any net income, capital, stock, succession,
transfer, franchise, gift, estate or inheritance tax, except to the extent that
such tax shall be imposed in lieu of any portion of Taxes.

(4) Lease Year. "Lease Year" means each consecutive twelve-month period
beginning with the Commencement Date, except that if the Commencement Date is
not the first day of a calendar month, then the first Lease Year shall be the
period from the Commencement Date through the final day of the twelve months
after the first day of the following month, and each subsequent Lease Year shall
be the twelve months following the prior Lease Year.

(5) Fiscal Year. "Fiscal Year" means the calendar year, except that the
first Fiscal Year and the last Fiscal Year of the Term may be a partial calendar
year.

D. Computation of Base Rent and Rent Adjustments.

(1) Prorations. If this Lease begins on a day other than the first day
of a month, the Base Rent, Operating Cost Share Rent and Tax Share Rent shall be
prorated for such partial month based on the actual number of days in such
month. If this Lease begins on a day other than the first day, or ends on a day
other than the last day, of the fiscal year, Operating Cost Share Rent and Tax
Share Rent shall be prorated for the applicable fiscal year.

(2) Default Interest. Any sum due from Tenant to Landlord not paid when
due shall bear interest from the date due until paid at fifteen percent (15%)
per annum.

(3) Rent Adjustments. The square footage of the Premises and the
Building set forth in the Schedule are conclusively deemed to be the actual
square footage thereof, without regard to any subsequent remeasurement of the
Premises . If any Operating Cost paid in one Fiscal Year relates to more than
one Fiscal Year, Landlord may proportionately allocate such Operating Cost among
the related Fiscal Years.

(4) Books and Records. Landlord shall maintain books and records
reflecting the Operating Costs and Taxes in accordance with generally accepted
accounting principles and management practices. Tenant and its certified public
accountant shall have the right to inspect Landlord's records at Landlord's
office upon at least seventy-two (72) hours' prior notice during normal business
hours during the ninety (90) days following the respective delivery of the
Operating Cost Report or the Tax Report. The results of any such inspection
shall be kept strictly confidential by Tenant and its agents, and Tenant and its
certified public accountant must agree, in their contract for such services, to
such confidentiality restrictions and shall specifically agree that the results
shall not be made available to any other tenant of the Building. Unless Tenant
sends to

13
Landlord any written exception to either such report within said ninety
(90) day period, such report shall be deemed final and accepted by
Tenant. Tenant shall pay the amount shown on the Operating Cost Report
and the Tax Report in the manner prescribed in this Lease, whether or
not Tenant takes any such written exception, without any prejudice to
such exception. If Tenant makes a timely exception, Landlord and Tenant
shall cause an independent certified public accountant to issue a final
and conclusive resolution of Tenant's exception. Tenant shall pay the
cost of such certification unless Landlord's original determination of
annual Operating Costs or Taxes overstated the amounts thereof by more
than five percent (5 %).

(5) Miscellaneous. So long as Tenant is in default of any
obligation under this Lease, Tenant shall not be entitled to any refund
of any amount from Landlord. If this Lease is terminated for any reason
prior to the annual determination of Operating Cost Share Rent or Tax
Share Rent, either party shall pay the full amount due to the other
within fifteen (15) days after Landlord's notice to Tenant of the amount
when it is determined. Landlord may commingle any payments made with
respect to Operating Cost Share Rent or Tax Share Rent, without payment
of interest.

3. PREPARATION AND CONDITION OF PREMISES; POSSESSION AND SURRENDER OF
PREMISES.

A. Condition of Premises Landlord shall cause the Premises to be
completed in accordance with the Tenant Improvement Agreement attached as
Appendix C.

B. Tenant's Possession. Tenant's taking possession of any portion of the
Premises shall be conclusive evidence that the Premises were in good order,
repair and condition. If Landlord authorizes Tenant to take possession of any
part of the Premises prior to the Commencement Date for purposes of doing
business, all terms of this Lease shall apply to such pre-Term possession,
including Base Rent at the rate set forth for the First Lease Year in the
Schedule prorated for any partial month.

C. Maintenance. Throughout the Term, Tenant shall maintain the Premises
in their condition as of the Completion Date, loss or damage caused by the
elements, ordinary wear, and fire and other casualty excepted, and at the
termination of this Lease, or Tenant's right to possession, Tenant shall return
the Premises to Landlord in broom-clean condition. To the extent Tenant fails to
perform either obligation, Landlord may, but need not, restore the Premises to
such condition and Tenant shall pay the cost thereof.

4. PROJECT SERVICES.

Landlord shall furnish services as follows:

14
A. Heating and Air Conditioning. Landlord shall furnish heating and air
conditioning to provide a comfortable temperature for normal business
operations, except to the extent Tenant installs unusual equipment which
adversely affects the temperature maintained by the air conditioning system. If
Tenant installs such equipment, Landlord may install supplementary air
conditioning units in the Premises, and Tenant shall pay to Landlord upon demand
as Additional Rent the cost of installation, operation and maintenance thereof.

Landlord shall furnish heating and air conditioning after business hours, as
required by Tenant, on a thermostatically controlled basis.

B. Elevators. Landlord shall provide passenger elevator at all times.

C. Electricity. Landlord shall provide sufficient electricity to operate
normal office lighting and equipment. Tenant shall not install or operate in the
Premises any electrically operated equipment or other machinery other than
business machines and equipment normally employed for Tenant's permitted uses
(which do not require high electricity consumption for operation), without
obtaining the prior written consent of Landlord.

D. Water. Landlord shall furnish hot and cold tap water for drinking,
shower and toilet purposes. Tenant shall pay Landlord for water furnished for
any other purpose as Additional Rent at Landlord's actual cost. Tenant shall not
permit water to be wasted.

E. Janitorial Service. Landlord shall furnish janitorial service as
generally provided to other tenants in the Building.

F. Interruption of Services. If any of the Building equipment or
machinery ceases to function properly for any cause Landlord shall use
reasonable diligence to repair the same promptly. Landlord's inability to
furnish, to any extent, the Project services set forth in this Section 4, or any
cessation thereof in either case resulting from any causes beyond Landlord's
reasonable control, including any entry for repairs pursuant to this Lease, and
any renovation, redecoration or rehabilitation of any area of the Building shall
not render Landlord liable for damages to either person or property or for
interruption or loss to Tenant's business, nor be construed as an eviction of
Tenant, nor work an abatement of any portion of rent, nor relieve Tenant from
fulfillment of any covenant or agreement hereof. However, in the event that an
interruption of the Project services set forth in this Section 4 causes the
Premises to be untenantable for a period of at least three (3) consecutive
business days, monthly Rent shall be abated proportionately.

15
5. ALTERATIONS AND REPAIRS.

A. Landlord's Consent and Conditions

Tenant shall not make any improvements or alterations to the Premises
(the "Work") which term shall not include the Initial Improvements to which
Appendix C refers) without in each instance submitting plans and specifications,
for the Work to Landlord and obtaining Landlord's prior written consent. Tenant
shall pay Landlord's standard charge ($250) for review of the plans and all
other items submitted by Tenant. Landlord will be deemed to be acting reasonably
in withholding its consent for any Work which (a) impacts the base structural
components or systems of the Building, (b) impacts any other tenant's premises,
or (c) is visible from outside the Premises.

Tenant shall reimburse Landlord for actual costs incurred for review of
the plans and all other items submitted by Tenant. Tenant shall pay for the cost
of all Work. All work shall become the property of Landlord upon its
installation, except for Tenant's trade fixtures and for items which Landlord
requires Tenant to remove at Tenant's cost at the termination of the Lease
pursuant to Section 5D.

The following requirements shall apply to all Work:

(1) Prior to commencement, Tenant shall furnish to Landlord
building permits, certificates of insurance satisfactory to Landlord,
and, at Landlord's request, reasonable security for payment of all
costs.

(2) Tenant shall perform all Work so as to maintain peace and
harmony among other contractors serving the Project and shall avoid
interference with other work to be performed or services to be rendered
in the Project.

(3) The Work shall be, performed in a good and workmanlike
manner, meeting the standard for construction and quality of materials
in the Building, and shall comply with all insurance requirements and
all applicable governmental laws, ordinances and regulations
("Governmental Requirements").

(4) Tenant shall perform all Work so as to minimize or prevent
disruption to other tenants, and Tenant shall comply with all reasonable
requests of Landlord in response to complaints from other tenants.

(5) Tenant shall perform all Work in compliance with Landlord's
"Policies, Rules and Procedures for Construction Projects" in effect at
the time the Work is performed.

16
(6) Tenant shall permit Landlord to supervise all Work.

(7) Upon completion, Tenant shall furnish Landlord with
contractor's affidavits and full and final statutory waivers of liens,
as-built plans and specifications, and receipted bills covering all
labor and materials, and all other close-out documentation required in
Landlord's "Policies, Rules and Procedures for Construction Projects".

B. Damage to Systems. If any part of the mechanical, electrical,
structural, or other systems in the Premises shall be damaged, Tenant shall
promptly notify Landlord, and Landlord shall, repair such damage. Landlord may
also at any reasonable time make any repairs or alterations which Landlord deems
necessary for the safety or protection of the Project, or which Landlord is
required to make by any court or pursuant to any Governmental Requirement.
Tenant shall at its expense make all other repairs necessary to keep the
Premises, and Tenant's fixtures and personal property, in good order, condition
and repair; to the extent Tenant fails to do so, Landlord may make such repairs
itself. The cost of any repairs made by Landlord on account of Tenant's default,
or on account of the mis-use or neglect by Tenant or its invitees, contractors
or agents anywhere in the Project, shall become Additional Rent payable by
Tenant on demand.

C. No Liens. Tenant has no authority to cause or permit any lien or
encumbrance of any kind to affect Landlord's interest in the Project; any such
lien or encumbrance shall attach to Tenant's interest only. If any mechanic's
lien shall be filed or claim of lien made for work or materials furnished to
Tenant, then Tenant shall at its expense within ten (10) days thereafter either
discharge or contest the lien or claim. If Tenant contests the lien or claim,
then Tenant shall (i) within such ten (10) day period, provide Landlord adequate
security for the lien or claim, (ii) contest the lien or claim in good faith by
appropriate proceedings that operate to stay its enforcement, and (iii) pay
promptly any final adverse judgment entered in any such proceeding. If Tenant
does not comply with these requirements, Landlord may discharge the lien or
claim, and the amount paid, as well as attorney's few and other expenses
incurred by Landlord, shall become Additional Rent payable by Tenant on demand.

D. Ownership of Improvements. All Work as defined in this Section 5,
partitions, hardware, equipment, machinery and all other improvements and all
fixtures except trade fixtures, constructed in the Premises by either Landlord
or Tenant, (i) shall become Landlord's property upon installation without
compensation to Tenant, unless Landlord consents otherwise in writing, and (ii)
shall at Landlord's option either (a) be surrendered to Landlord with the
Premises at the termination of the Lease or of Tenant's right to possession, or
(b) be removed in accordance with Subsection 5E below (but only if Landlord at
the time it gives its consent to the performance of such construction expressly
asserts in writing the right to require such removal).

17
E. Removal at Termination. Upon the termination of this Lease or
Tenant's right of possession Tenant shall remove from the Project its trade
fixtures, furniture, moveable equipment and other personal property, and any
improvements which Landlord elects shall be removed by Tenant pursuant to
Section 5D. If Tenant does not timely remove such property, then Tenant shall be
conclusively presumed to have, at Landlord's election (i) conveyed such property
to Landlord without compensation or (ii) abandoned such property, and Landlord
may dispose of or store any part thereof in any manner at Tenant's sole cost,
without waiving Landlord's right to claim from Tenant all expenses arising out
of Tenant's failure to remove the property, and without liability to Tenant or
any other person. Landlord shall have no duty to be a bailee of any such
personal property. If Landlord elects abandonment, Tenant shall pay to Landlord,
upon demand, any expenses incurred for disposition.

6. USE OF PREMISES. Tenant shall use the Premises only for software
development, software testing and software duplication, and other general office
purposes. Tenant shall not allow any use of the Premises which will negatively
affect the cost of coverage of Landlord's insurance on the Project. Tenant shall
not allow any inflammable or explosive liquids or materials to be kept on the
Premises. Tenant shall not allow any use of the Premises which would cause the
value or utility of any part of the Premises to diminish or would unreasonably
interfere with any other Tenant or with the operation of the Project by
Landlord. Tenant shall not permit any nuisance or waste upon the Premises, or
allow any offensive noise or odor in or around the Premises.

If any governmental authority shall deem the Premises to be a "place of
public accommodation" under the Americans with Disabilities Act or any other
comparable law as a result of Tenant's use, Tenant shall either modify its use
to cause such authority to rescind its designation or be responsible for any
alterations, structural or otherwise, required to be made to the Premises under
such laws.

7. GOVERNMENTAL REQUIREMENTS AND BUILDING RULES. Tenant shall comply
with all Governmental Requirements applying to its use of the Premises. Tenant
shall also comply with all reasonable rules established for the Project from
time to time by Landlord. The present rules and regulations are contained in
Appendix B. Failure by another tenant to comply with the rules or failure by
Landlord to enforce them shall not relieve Tenant of its obligation to comply
with the rules or make Landlord responsible to Tenant in any way. Landlord
shall use reasonable efforts to apply the rules and regulations uniformly with
respect to Tenant and tenants in the Building under leases containing rules and
regulations similar to this Lease. In the event of alterations and repairs
performed by Tenant, Tenant shall comply with the provisions of Section 5 of
this Lease and also Landlord's "Policies, Rules and Regulations for Construction
Projects".

18
8. WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE.

A. Waiver of Claims, To the extent permitted by law, Tenant waives any
claims it may have against Landlord or its officers, directors, employees or
agents for business interruption or damage to property sustained by Tenant as
the result of any act or omission of Landlord.

To the extent permitted by law, Landlord waives any claims it may have
against Tenant or its officers, directors, employees or agents for loss of rents
or damage to property sustained by Landlord as the result of any act or omission
of Tenant.

B. Indemnification. Tenant shall indemnify, defend and hold harmless
Landlord and its officers, directors, employees and agents against any claim by
any third party for injury to any person or damage to or loss of any property
occurring in the Project and arising from the use of the Premises or from any
other act or omission or negligence of Tenant or any of Tenant's employees or
agents. Tenant's obligations under this section shall survive the termination of
this Lease.

Landlord shall indemnify, defend and hold harmless Tenant and its
officers, directors, employees and agents against any claim by any third party
for injury to any person or damage to or loss of property and arising from any
act or omission or negligence of Landlord or any of Landlord's employees or
agents. Landlord's obligations under this section shall survive the termination
of this Lease.

AS BETWEEN LANDLORD AND TENANT, TENANT HEREBY WAIVES ITS IMMUNITY UNDER
THE INDUSTRIAL INSURANCE ACT (RCW TITLE 51) AND/OR THE LONGSHOREMAN'S AND
HARBORWORKER'S ACT AND/OR ANY EQUIVALENT ACTS AND TENANT EXPRESSLY AGREES TO
INDEMNIFY DEFEND, WITH COUNSEL REASONABLY SATISFACTORY TO LANDLORD, AND HOLD
LANDLORD HARMLESS FROM POTENTIAL LIABILITY FOR ACTIONS BROUGHT AGAINST LANDLORD
BY TENANT'S EMPLOYEES. THIS WAIVER AND INDEMNITY HAS BEEN SPECIFICALLY
NEGOTIATED BY THE PARTIES TO THIS LEASE AND SHALL SURVIVE TERMINATION OF THIS
LEASE. TENANT HAS HAD THE OPPORTUNITY TO, AND HAS BEEN ENCOURAGED, TO CONSULT
WITH INDEPENDENT COUNSEL REGARDING THIS WAIVER.

C. Tenant's Insurance. Tenant shall maintain insurance as follows, with
such other terms, coverages and insurers, as Landlord shall reasonably require
from time to time:

(1) Commercial General Liability Insurance, with (a) Contractual
Liability including the indemnification provisions contained in this
Lease, (b) a severability of interest endorsement, (c) limits of not
less than Two Million Dollars ($2,000,000)

19
combined single limit per occurrence and not less than Two Million
Dollars ($2,000,000) in the aggregate for bodily injury, sickness or
death, and property damage, and umbrella coverage of not less than Five
Million Dollars ($5,000,000).

(2) Property Insurance against "All Risks" of physical loss
covering the replacement cost of all improvements, fixtures and personal
property owned by Tenant and located on the Premises. Tenant waives all
rights of subrogation, and Tenant's property insurance shall include a
waiver of subrogation in favor of Landlord.

(3) Workers' compensation or similar insurance in form and
amounts required by law, and Employer's Liability with not less than the
following limits:

Each Accident $500,000
Disease-Policy Limit $500,000
Disease-Each Employee $500,000

Tenant's insurance shall be primary and not contributory to that carried
by Landlord, its agents, or mortgagee. Landlord, and if any, Landlord's building
manager or agent and ground lessor shall be named as additional insureds as
respects to insurance required of the Tenant in Section 8C(l). The company or
companies writing any insurance which Tenant is required to maintain under this
Lease, as well as the form of such insurance, shall at all times be subject to
Landlord's approval, and any such company shall be licensed to do business in
the state in which the Building is located. Such insurance companies shall have
a A.M. Best rating of A VI or better.

Tenant shall cause any contractor of Tenant performing work on the
Premises to maintain insurance as follows, with such other terms, coverages and
insurers, as Landlord shall reasonably require from time to time:

(1) Commercial General Liability Insurance, including
contractor's liability coverage, contractual liability coverage,
completed operations coverage, broad form property damage endorsement,
and contractor's protective liability coverage, to afford protection
with limits, for each occurrence, of not less than One Million Dollars
($1,000,000) with respect to personal injury, death or property damage.

(2) Workers' compensation or similar insurance in form and
amounts required by law, and Employer's Liability with not less than the
following limits:

Each Accident $500,000
Disease-Policy Limit $500,000
Disease--Each Employee $500,O00

20
Tenant's contractor's insurance shall be primary and not contributory to
that carried by Tenant, Landlord, their agents or mortgagees. Tenant and
Landlord, and if any, Landlord's building manager or agent, mortgagee or ground
lessor shall be named as additional insured on Tenant's contractor's insurance
policies.

D. Insurance Certificates. Tenant shall deliver to Landlord certificates
evidencing all required insurance no later than five (5) days prior to the
Commencement Date and each renewal date. Each certificate will provide for
thirty (30) days prior written notice of cancellation to Landlord and Tenant.

E. Landlord's Insurance. Landlord shall maintain "All-Risk" property
insurance at replacement cost, including loss of rents, on the Premises, and
Commercial General Liability insurance policies covering the common areas of
the Project, each with such terms, coverages and conditions as are normally
carried by reasonably prudent owners of properties similar to the Project. With
respect to property insurance, Landlord and Tenant mutually waive all rights of
subrogation, and the respective "All-Risk" coverage property insurance policies
carried by Landlord and Tenant shall contain enforceable waiver of subrogation
endorsements.

9. FIRE AND OTHER CASUALTY.

A. Termination. If a fire or other casualty causes substantial damage to
the Premises, Landlord shall engage a registered architect to certify within one
(1) month of the casualty to both Landlord and Tenant the amount of time needed
to restore the Premises to tenantability, using standard working methods. If the
time needed exceeds nine (9) months from the beginning of the restoration, or
two (2) months therefrom if the restoration would begin during the last twelve
(12) months of the Lease, then either Landlord or Tenant may terminate this
lease by notice to the other party within ten (10) days after the notifying
party's receipt of the architect's certificate. The termination shall be
effective thirty (30) days from the date of the notice and Rent shall be paid by
Tenant to that date, with an abatement for any portion of the space which has
been untenantable after the casualty.

B. Restoration. If a casualty causes damage to the Premises but this
Lease is not terminated for any reason, then subject to the rights of any
mortgagees or ground lessors, Landlord shall obtain the applicable insurance
proceeds and diligently restore the Premises subject to current Governmental
Requirements. Tenant shall replace its damaged improvements, personal property
and fixtures. Rent shall be abated on a per diem basis during the restoration
for any portion of the Premises which is untenantable, except to the extent that
Tenant's negligence caused the casualty; provided, however, that Rent shall in
any event xxxxx to the extent covered by Landlord's rental interruption
insurance.

21
10. EMINENT DOMAIN. If a part of the Project is taken by eminent domain
or deed in lieu thereof which is so substantial that the Premises cannot
reasonably be used by Tenant for the operation of its business, then either
party may terminate this Lease effective as of the date of the taking. Rent
shall xxxxx from the date of the taking in proportion to any part of the
Premises taken. The entire award for a taking of any kind shall be paid to
Landlord, and Tenant shall have no right to share in the award, provided,
however, that Tenant may recover for loss of its trade fixtures on account of
any such taking. All obligations accrued to the date of the taking shall be
performed by each party.

11. RIGHTS RESERVED TO LANDLORD.

Landlord may exercise any of the following rights respecting the
operation of the Project without liability to the Tenant of any kind:

A. Name. To change the name or street address of the Building or the
suite number(s) of the Premises, following sixty (60) days' notice to Tenant.

B. Signs. To install and maintain any signs on the exterior and in the
interior of the Building, and to approve at its sole discretion, prior to
installation, any of Tenant's signs in the Premises visible from the common
areas or the exterior of the Building.

C. Window Treatments. To approve, at its discretion, prior to
installation, any shades, blinds, ventilators or window treatments of any kind,
as well as any lighting within the Premises that may be visible from the
exterior of the Building or any interior common area.

D. Keys. To retain and use at any time passkeys to enter the Premises or
any door within the Premises. Tenant shall not alter or add any lock or bolt.

E. Access. To have access to inspect the Premises at all reasonable
times upon 24 hours' notice (except in the case of an emergency), and to perform
its obligations, or make repairs, alterations, additions or improvements, as
permitted by this Lease.

F. Preparation for Reoccupancy. To decorate, remodel, repair, alter or
otherwise prepare the Premises for reoccupancy at any time after Tenant abandons
the Premises, without relieving Tenant of any obligation to pay Rent.

G. Heavy Articles. To approve the weight, size, placement and time and
manner of movement within the Building of any safe, central filing system or
other heavy article of Tenant's property. Tenant shall move its property
entirely at its own risk.

H. Show Premises. To show the Premises to prospective purchasers,
tenants, brokers, lenders, investors, rating agencies or others at any
reasonable time, provided that

22
Landlord gives prior notice to Tenant and does not materially interfere with
Tenant's use of the Premises.

I. Use of Lockbox. To designate a lockbox collection agent for
collections of amounts due Landlord. In that case, the date of payment of Rent
or other sums shall be the date of the agent's receipt of such payment or the
date of actual collection if payment is made in the form of a negotiable
instrument thereafter dishonored upon presentment. However, Landlord may reject
any payment for all purposes as of the date of receipt or actual collection by
mailing to Tenant within 21 days after such receipt or collection a check equal
to the amount sent by Tenant.

J. Repairs and Alterations. Upon 24 hours' notice (except in the case of
an emergency), to make repairs or alterations to the Project and in doing so
transport any required material through the Premises, close entrances, doors,
corridors, elevators and other facilities in the Project, open any ceiling in
the Premises, or temporarily suspend services or use of common areas in the
Building. Landlord may perform any such repairs or alterations during ordinary
business hours only if it can do so without materially interfering with the
conduct of Tenant's business. Landlord may do or permit any work on any nearby
building, land, street, alley or way.

K. Landlord's Agents. If Tenant is in default under this Lease,
possession of Tenant's funds or negotiation of Tenant's negotiable instrument by
any of Landlord's agents shall not waive any breach by Tenant or any remedies of
Landlord under this Lease.

L. Building Services. To install, use and maintain through the Premises,
pipes, conduits, wires and ducts serving the Building, provided that such
installation, use and maintenance does not unreasonably interfere with Tenant's
use of the Premises.

M. Other Actions. To take any other action which Landlord deems
reasonable in connection with the operation, maintenance or preservation of the
Building.

12. TENANT'S DEFAULT.

Any of the following shall constitute a default by Tenant:

A. Rent Default. Tenant fails to pay any Rent within five (5) days
following written notice from Landlord;

B. Assignment/Sublease or Hazardous Substances Default. Tenant defaults
in its obligations under Section 17 Assignment and Sublease or Section 28
Hazardous Substances;

23
C. Other Performance Default. Tenant fails to perform any other
obligation to Landlord under this Lease, and, in the case of only the first two
(2) such failures during the Term of this Lease, this failure continues for ten
(10) days after written notice from Landlord, except that if Tenant begins to
cure its failure within the ten (10) day period but cannot reasonably complete
its cure within such period, then, so long as Tenant continues to diligently
attempt to cure its failure, the ten (10) day period shall be extended to sixty
(60) days, or such lesser period as is reasonably necessary to complete the
cure;

D. Credit Default. One of the following credit defaults occurs:

(1) Tenant commences any proceeding under any law relating to
bankruptcy, insolvency, reorganization or relief of debts, or seeks
appointment of a receiver, trustee, custodian or other similar official
for the Tenant or for any substantial part of its property, or any such
proceeding is commenced against Tenant and either remains undismissed
for a period of sixty days or results in the entry of an order for
relief against Tenant which is not fully stayed within fourteen days
after entry;

(2) Tenant becomes insolvent or bankrupt, does not generally pay
its debts as they become due, or admits in writing its inability to pay
its debts, or makes a general assignment for the benefit of creditors;

(3) Any third party obtains a levy or attachment under process
of law against Tenant's leasehold interest.

E. Vacation or Abandonment Default. Tenant vacates or abandons the
Premises.

13. LANDLORD REMEDIES.

A. Termination of Lease or Possession. If Tenant defaults, Landlord may
elect by notice to Tenant either to terminate this Lease or to terminate
Tenant's possession of the Premises without terminating this Lease. In either
case, Tenant shall immediately vacate the Premises and deliver possession to
Landlord, and Landlord may repossess the Premises and may, at Tenant's sole
cost, remove any of Tenant's signs and any of its other property, without
relinquishing its right to receive Rent or any other right against Tenant.

B. Lease Termination Damages. If Landlord terminates the Lease due to
Tenant's default, Tenant shall pay to Landlord all Rent due on or before the
date of termination, plus Landlord's reasonable estimate of the aggregate Rent
that would have been payable from the date of termination through the
Termination Date, reduced by the rental value of the Premises calculated as of
the date of termination for the same period, taking into account reletting
expenses and market concessions, both discounted to present value at the
discount rate of the Federal Reserve Bank of San Francisco plus two percent
(2%). If Landlord shall relet any part

24
of the Premises for any part of such period before such present value amount
shall have been paid by Tenant or finally determined by a court, than the amount
of Rent payable pursuant to such reletting (taking into account any concessions)
shall be deemed to be the reasonable rental value for that portion of the
Premises relet during the period of the reletting.

C. Possession Termination Damages. If Landlord terminates Tenant's
right to possession without terminating the Lease and Landlord takes possession
of the Premises itself, Landlord may relet any part of the Premises for such
Rent, for such time, and upon such terms as Landlord in its sole discretion
shall determine, without any obligation to do so prior to renting other vacant
areas in the Building. Any proceeds from reletting the Premises shall first be
applied to the expenses of reletting, including redecoration, repair,
alteration, advertising, brokerage, legal, and other reasonably necessary
expenses. If the reletting proceeds after payment of expenses are insufficient
to pay the full amount of Rent under this Lease, Tenant shall pay such
deficiency to Landlord monthly upon demand as it becomes due. Any excess
proceeds shall be retained by Landlord.

D. Landlords's Remedies Cumulative. All of Landlord's remedies under
this Lease shall be in addition to all other remedies Landlord may have at law
or in equity. Waiver by Landlord of any breach of any obligation by Tenant shall
be effective only if it is in writing, and shall not be deemed a waiver of any
other breach, or any subsequent breach of the same obligation. Landlord's
acceptance of payment by Tenant shall not constitute a waiver of any breach by
Tenant, and if the acceptance occurs after Landlord's notice to Tenant, or
termination of the Lease or of Tenant's right to possession, the acceptance
shall not affect such notice or termination. Acceptance of payment by Landlord
after commencement of a legal proceeding or final judgment shall not affect such
proceeding or judgment. Landlord may advance such monies and take such other
actions for Tenant's account as reasonably may be required to cure or mitigate
any default by Tenant. Tenant shall immediately reimburse Landlord for any such
advance, and such sums shall bear interest at the default interest rate until
paid.

E. WAIVER OF TRIAL BY JURY. EACH PARTY WAIVES TRIAL BY JURY IN THE EVENT
OF ANY LEGAL PROCEEDING BROUGHT BY THE OTHER IN CONNECTION WITH THIS LEASE. EACH
PARTY SHALL BRING ANY ACTION AGAINST THE OTHER IN CONNECTION WITH THIS LEASE IN
A FEDERAL OR STATE COURT LOCATED IN KING COUNTY, WASHINGTON, CONSENTS TO THE
JURISDICTION OF SUCH COURTS, AND WAIVES ANY RIGHT TO HAVE ANY PROCEEDING
TRANSFERRED FROM SUCH COURTS ON THE GROUND OF IMPROPER VENUE OR INCONVENIENT
FORUM.

F. Litigation Costs. In the event of a dispute arising under this Lease,
the prevailing party shall be entitled to recover from the other party its
reasonable attorneys' fees and other costs, whether or not suit is filed.

25
14. SURRENDER. Upon termination of this Lease or Tenant's right to
possession, Tenant shall return the Premises to Landlord in good order and
condition, ordinary wear and casualty damage excepted. Subject to the limitation
set forth in Section 5D, if Landlord requires Tenant to remove any alterations,
then Tenant shall remove the alterations in a good and workmanlike manner and
restore the Premises to its condition prior to their installation.

15. HOLDOVER. If Tenant retains possession of any part of the Premises
after the Term, Tenant shall become a month-to-month tenant for the entire
Premises upon all of the terms of this Lease as might be applicable to such
month-to-month tenancy, except that Tenant shall pay all of Base Rent, Operating
Cost Share Rent and Tax Share Rent at 150% of the rate in effect immediately
prior to such holdover, computed on a monthly basis for each full or partial
month Tenant remains in possession. Tenant shall also pay Landlord all of
Landlord's direct and consequential damages. No acceptance of Rent or other
payments by Landlord under these holdover provisions shall operate as a waiver
of Landlord's right to regain possession or any other of Landlord's remedies.

16. SUBORDINATION TO GROUP LEASES AND MORTGAGES.

A. Subordination. This Lease shall be subordinate to any present or
future ground lease or mortgage respecting the Project, and any amendments to
such ground lease or mortgage, at the election of the ground lessor or mortgagee
as the case may be, effected by notice to Tenant in the manner provided in this
Lease, provided that such lessor or mortgagor shall agree not to disturb
Tenant's possession of the Premises under the terms and conditions set forth in
this Lease in the event of termination of such ground lease or foreclosure of
such mortgage. The subordination shall be effective upon such notice, but at the
request of Landlord or ground lessor or mortgagee, Tenant shall within ten (10)
days of the request, execute and deliver to the requesting party any reasonable
documents provided to evidence the subordination.

B. Termination of Ground Lease or Foreclosure of Mortgage. If any ground
lease is terminated or mortgage foreclosed or deed in lieu of foreclosure given
and the ground lessor, mortgagee, or purchaser at a foreclosure sale shall
thereby become the owner of the Project, Tenant shall attorn to such ground
lessor or mortgagee or purchaser without any deduction or setoff by Tenant, and
this Lease shall continue in effect as a direct lease between Tenant and such
ground lessor, mortgagee or purchaser. The ground lessor or mortgagee or
purchaser shall be liable as Landlord only during the time such ground lessor or
mortgagee or purchaser is the owner of the Project. At the request of Landlord,
ground lessor or mortgagee, Tenant shall execute and deliver within ten (10)
days of the request any document furnished by the requesting party to evidence
Tenant's agreement to attorn.

C. Security Deposit. Any ground lessor or mortgagee shall be responsible
for the return of any security deposit by Tenant only to the extent the security
deposit is received by such ground lessor or mortgagee.

D. Notice and Right to Cure. The Project is subject to any ground law
and mortgage identified with name and address of ground lessor or mortgagee in
Appendix D to this Lease (as the same may be amended from time to time by
written notice to Tenant). Tenant agrees to send by registered or certified mail
to any ground lessor or mortgagee identified either in such Appendix or in any
later notice from Landlord to Tenant a copy of any notice of default sent by
Tenant to Landlord. If Landlord fails to cure such default within the required
time period under this Lease, but ground lessor or mortgagee begins to cure
within ten (10) days after such period and proceeds diligently to complete such
cure, then ground lessor or mortgagee shall have such additional time as is
necessary to complete such cure, including any time necessary to obtain
possession if possession is necessary to cure, and Tenant shall not begin to
enforce its remedies so long as the cure is being diligently pursued.

E. Definitions. As used in this Section 16, "mortgage" shall include
"trust deed" and "mortgagee" shall include "trustee", "mortgagee" shall include
the mortgagee of any ground lessee, and "ground lessor", "mortgagee", and
"purchaser at a foreclosure sale" shall include, in each case, all of its
successors and assigns, however remote.

17. ASSIGNMENT AND SUBLEASE.

A. In General. Tenant shall not, without the prior consent of Landlord
in each case, (i) make or allow any assignment or transfer, by operation of law
or otherwise, of any part of Tenant's interest in this Lease, other than an
assignment to an entity acquiring substantially all of the assets of Tenant's
business, a transfer of a controlling interest in the stock of Tenant, or a
merger of Tenant, with or to, in any of such cases, an entity whose net worth
and working capital are equal to that of Tenant at the time of the transfer,
(ii) grant or allow any lien or encumbrance, by operation of law or otherwise,
upon any part of Tenant's interest in this Lease, (iii) sublet any part of the
Premises, or (iv) permit anyone other than Tenant and its employees to occupy
any part of the Premises. Tenant shall remain primarily liable for all of its
obligations under this Lease, notwithstanding any assignment or transfer. No
consent granted by Landlord shall be deemed to be a consent to any subsequent
assignment or transfer, lien or encumbrance, sublease or occupancy. Tenant shall
pay all of Landlord's reasonable attorneys' fees and other expenses up to $500
per request incurred in connection with any consent requested by Tenant or in
reviewing any proposed assignment or subletting. Any assignment or transfer,
grant of lien or encumbrance, or sublease or occupancy without Landlord's prior
written consent shall be void. If Tenant shall assign this Lease or sublet the
Premises in its entirety any rights of Tenant to renew this Lease, extend the
Term or to lease additional space in the Project shall be extinguished thereby
and will not be transferred to the assignee or subtenant, all such rights being
personal to the Tenant named herein.

B. Landlord's Consent. Landlord will not unreasonably withhold its
consent to any proposed assignment or subletting. It shall be reasonable for
Landlord to withhold its consent to any assignment or sublease if (i) Tenant is
in default under this Lease, (ii) the financial

22
27

responsibility, nature of business, and character of the proposed assignee or
subtenant are not all reasonably satisfactory to Landlord, (iii) in the
reasonable judgment of Landlord the purpose for which the assignee or subtenant
intends to use the Premises (or a portion thereof) is not in keeping with
Landlord's standards for the Building or are in violation of the terms of this
Lease or any other leases in the Project, (iv) the proposed assignee or
subtenant is a government entity, or (v) the proposed assignment is for less
than the entire Premises or for less than the remaining Term of the Lease. The
foregoing shall not exclude any other reasonable basis for Landlord to withhold
its consent.

C. Procedure. Tenant shall notify Landlord of any proposed assignment or
sublease at least thirty (30) days prior to its proposed effective date. The
notice shall include the name and address of the proposed assignee or subtenant,
its corporate affiliates in the case of a corporation and its partners in a case
of a partnership, an execution copy of the proposed assignment or sublease, and
sufficient information to permit Landlord to determine the financial
responsibility and character of the proposed assignee or subtenant. As a
condition to any effective assignment of this Lease, the assignee shall execute
and deliver in form satisfactory to Landlord at least fifteen (15) days prior to
the effective date of the assignment, an assumption of all of the obligations of
Tenant under this Lease. As a condition to any effective sublease, subtenant
shall execute and deliver in form satisfactory to Landlord at least fifteen (15)
days prior to the effective date of the sublease, an agreement to comply with
all of Tenant's obligations under this Lease, and at Landlord's option, an
agreement (except for the economic obligations which subtenant will undertake
directly to Tenant) to attorn to Landlord under the terms of the sublease in the
event this Lease terminates before the sublease expires.

D. Change of Management or Ownership. Any transfer of the direct or
indirect power to affect the management or policies of Tenant or direct or
indirect change in 25% or more of the ownership interest in Tenant shall
constitute an assignment of this Lease.

E. Excess Payments. If Tenant shall assign this Lease or sublet any part
of the Premises for consideration in excess of the pro-rata portion of Rent
applicable to the space subject to the assignment or sublet, then Tenant shall
pay to Landlord as Additional Rent 50% of any such excess immediately upon
receipt.

18. CONVEYANCE BY LANDLORD. If Landlord shall at any time transfer its
interest in the Project or this Lease, Landlord shall be released of any
obligations occurring after such transfer, except the obligation to return to
Tenant any security deposit not delivered to its transferee, and Tenant shall
look solely to Landlord's successors for performance of such obligations. This
Lease shall not be affected by any such transfer. Landlord shall give Tenant
prompt notice of any such transfer.

19. ESTOPPEL CERTIFICATE. Each party shall, within ten (10) days of
receiving a request from the other party, execute, acknowledge in recordable
form, and deliver to the

23
28

other party or its designee a certificate stating, subject to a specific
statement of any applicable exceptions, that the Lease as amended to date is in
full force and effect, that the Tenant is paying Rent and other charges on a
current basis, and that to the best of the knowledge of the certifying party,
the other party has committed no uncured defaults and has no offsets or claims.
The certifying party may also be required to state the date of commencement of
payment of Rent, the Commencement Date, the Termination Date, the Base Rent, the
current Operating Cost Share Rent and Tax Share Rent estimates, the status of
any improvements required to be completed by Landlord, the amount of any
security deposit, and such other matters as may be reasonably requested. Failure
to deliver such statement within the time required shall be conclusive evidence
against the non-certifying party that this Lease, with any amendments identified
by the requesting party, is in full force and effect, that there are no uncured
defaults by the requesting party, that not more than one month's Rent has been
paid in advance, and that the non-certifying party has no claims or offsets
against the requesting party.

20. SECURITY DEPOSIT. Tenant shall deposit with Landlord on the date of
this Lease, security for the performance of all of its obligations an
irrevocable, unconditional standby letter of credit (the "Letter of Credit") in
form and content reasonably satisfactory to Landlord, in the amount of $450,000.

The amount of the Letter of Credit may be reduced under either of the
following conditions:

A. Time. The amount of the Letter of Credit shall be reduced after the
first 36 months of the Lease by $125,000, to $325,000. Provided that Tenant
shall not be in default under the Lease beyond any applicable cure period,
Landlord agrees to further reduce the amount of the Letter of Credit by $92,000
at the expiration of each six-month interval thereafter; provided, however, that
the amount required under the Letter of Credit shall in no event by reduced
below $50,000.00.

B. Economic Performance. Landlord agrees to release $400,000 of the
Letter of Credit upon Tenant's reasonably demonstrating to Landlord that
Tenant's Operating Income from continuous operations under GAAP exceeds $300,000
for three consecutive quarters, and two of the following three events have
occurred:

(I) Tenant's accounts receivable equal at least 125% of Tenant's
accounts payable;

(ii) Tenant's cash and receivables total at least $3,000,000;
and

(iii) Tenant concludes an initial public offering which raises a
minimum of $15 million in net proceeds and results in the amount of stock
outstanding multiplied by the price per share equaling at least $100 million.

24
29

Tenant may at any time deposit cash amounts with Landlord equivalent to
the amounts set forth above as to the Letter of Credit, and such cash or the
Letter of Credit or any combination thereof, shall be deemed the "Security
Deposit" and shall be subject to release in the manner set forth in paragraph A
above. If Tenant defaults under the Lease, Landlord may use any part of the
Security Deposit to make any defaulted payment, to pay for Landlord's cure of
any defaulted obligation or to compensate Landlord for any loss or damage
resulting from any default. To the extent any portion of the deposit is used,
Tenant shall, within five (5) days after demand from Landlord, restore the
deposit to its full amount, as adjusted pursuant to the foregoing provisions of
this Section 20. Landlord may keep the Security Deposit, if cash, in its general
funds and shall not be required to pay interest to Tenant on the deposit amount.
If Tenant shall perform all of its obligations under this Lease and return the
Premises to Landlord at the end of the Term, Landlord shall return all of the
remaining Security Deposit to Tenant within thirty (30) days after the end of
the Term. The Security Deposit shall not serve as an advance payment of Rent or
a measure of Landlord's damages for any default under this Lease.

If Landlord transfers its interest in the Project or this Lease,
Landlord may transfer the Security Deposit to its transferee. Upon such transfer
(except to the extent Landlord was, prior to the transfer, obligated to refund
all or some portion of such Security Deposit to Tenant), Landlord shall have no
further obligation to return the Security Deposit to Tenant, and Tenant's right
to the return of the Security Deposit shall apply solely against Landlord's
transferee.

21. FORCE MAJEURE. Neither Tenant nor Landlord shall be in default under
this Lease to the extent it is unable to perform any of its obligations on
account of any strike or labor problem, energy shortage, governmental
pre-emption or prescription, national emergency, or any other cause of any kind
beyond its reasonable control ("Force Majeure").

22. NOTICES. All notices, consents, approvals and similar communications
to be given by one party to the other under this Lease, shall be given in
writing, mailed or personally delivered as follows:

A. Landlord. To Landlord as follows:

CARRAMERICA REALTY CORPORATION
00000 XX 00xx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Market Officer

with a copy to:

CarrAmerica Realty Corporation
0000 Xxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, X.X. 00000
Attn: Lease Administration

25
30

or to such other person at such other address Landlord may designate by notice
to Tenant.

B. Tenant. To Tenant as follows;

Portable Software Corporation
0000 000xx Xxxxxx X.X.
Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxx Xxxxxx, Director of Finance

or to such other person at such other address as Tenant may designate by notice
to Landlord.

Mailed notices shall be sent by United States certified or registered
mail, or by a reputable national overnight courier service, postage prepaid.
Mailed notices shall be deemed to have been given on the earlier of actual
delivery of three (3) business days after posting in the United States mail in
the case of registered or certified mail, and one business day in the case of
overnight courier.

24. QUIET POSSESSION. So long as Tenant shall perform all of its
obligations under this Lease, Tenant shall enjoy peaceful and quiet possession
of the Premises against any party claiming through the Landlord.

25. REAL ESTATE BROKER. Tenant represents to Landlord that Tenant has
not dealt with any real estate broker with respect to this Lease except for any
broker(s) listed in the Schedule (whose commissions shall be paid by Landlord),
and no other broker is in any way entitled to any broker's fee or other payment
arising from Tenant's actions in connection with this Lease. Tenant shall
indemnify and defend Landlord against any claims by any other broker or third
party for any payment of any kind owing as a result of Tenant's actions in
connection with this Lease.

26. MISCELLANEOUS.

A. Successors and Assigns. Subject to the limits on Tenant's assignment
contained in Section 17, the provisions of this Lease shall be binding upon and
inure to the benefit of all successors and assigns of Landlord and Tenant.

B. Date Payments Are Due. Except for payments to be made by Tenant under
this Lease which are due upon demand, Tenant shall pay to Landlord any amount
for which Landlord renders a statement of account within fifteen days of
Tenant's receipt of Landlord's statement.

C. Meaning of "Landlord", "Re-entry, "including" and "Affiliate". The
term "Landlord" means only the owner of the Project and the lessor's interest in
this Lease from time to time. The words "re-entry" and "re-enter" are not
restricted to their technical legal meaning.

26
31

The words "including" and similar words shall mean "without limitation." The
word "affiliate" shall mean a person or entity controlling, controlled by or
under common control with the applicable entity. "Control" shall mean the power
directly or indirectly, by contract or otherwise, to direct the management and
policies of the applicable entity.

D. Time of the Essence. Time is of the essence of each provision of this
Lease.

E. No Option. This document shall not be effective for any purpose until
it has been executed and delivered by both parties; execution and delivery by
one party shall not create any option or other right in the other party.

F. Severability. The unenforceability of any provision of this Lease
shall not affect any other provision.

G. Governing Law. This Lease shall be governed in all respects by the
laws of the state in which the Project is located, without regard to the
principles of conflicts of laws.

H. No Oral Modification. No modification of this Lease shall be
effective unless it is a written modification signed by both parties.

I. Landlord's Right to Cure. If Landlord breaches any of its obligations
under this Lease, Tenant shall notify Landlord in writing and shall take no
action respecting such breach so long as Landlord immediately begins to cure the
breach and diligently pursues such cure to its completion.

J. Captions. The captions used in this Lease shall have no effect on the
construction of this Lease.

K. Authority. Landlord and Tenant each represents to the other that it
has full power and authority to execute and perform this lease.

L. Landlord's Enforcement of Remedies. Landlord may enforce any of its
remedies under this Lease either in its own name or through an agent.

M. Entire Agreement. This Lease, together with its Addendum and all
Appendices, constitutes the entire agreement between the parties. No
representations or agreements of any kind have been made by either party which
are not contained in this Lease.

N. Landlord's Title. Nothing in this Lease shall empower Tenant to do
anything which might in any way impair Landlord's title.

27
32

O. Light and Air Rights. Landlord does not grant in this Lease any
rights to light and air in connection with Project. Landlord reserves to itself,
the Land, the Building below the improved floor of the bottom floor of the
Premises, the, Building above the ceiling of the top floor of the Premises, the
exterior of the Premises and the areas on the same floor outside the Premises,
along with the areas within the Premises required for the installation and
repair of utility lines and other items required to serve other tenants of the
Building.

P. Singular and Plural. Wherever appropriate in this Lease, a singular
term shall be construed to mean the plural where necessary, and a plural term
the singular. For example, if at any time two parties shall constitute Landlord
or Tenant, then the relevant term shall refer to both parties together.

Q. No Recording by Tenant. Tenant shall not record in any public records
any memorandum or any portion of this Lease.

R. Exclusivity. Landlord does not grant to Tenant in this Lease any
exclusive right except the right to occupy its Premises.

S. No Construction Against Drafting Party. The rule of construction that
ambiguities are resolved against the drafting party shall not apply to this
Lease.

T. Survival. All obligations of Landlord and Tenant under this Lease
shall survive the termination of this Lease.

U. Rent Not Based on Income. No rent or other payment in respect of the
Premises shall be based in any way upon net income or profits from the Premises.
Tenant may not enter into or permit any sublease or license or other agreement
in connection with the Premises which provides for a rental or other payment
based on net income or profit.

V. Building Manager and Service Providers. Landlord may perform any of
its obligations under this Lease through its employees or third parties hired by
the Landlord.

W. Late Charge and Interest on Late Payments. Without limiting the
provisions of Section 12A, if Tenant fails to pay any installment of Rent or
other charge to be paid by Tenant pursuant to this Lease within five (5)
business days after the same becomes due and payable, then Tenant shall pay a
late charge equal to the greater of five percent (5%) of the amount of such
payment or $250. In addition, interest shall be paid by Tenant to Landlord on
any late payments of Rent from the date due until paid at the rate provided in
Section 2D(2). Such late charge and interest shall constitute additional Rent
due and payable by Tenant to Landlord upon the date of payment of the delinquent
payment referenced above.

28
33

X. Parking. Landlord shall maintain a parking ratio in the parking area
serving the Premises of three (3) cars per 1,000 rentable square feet of
Premises area. Landlord agrees to identify thirty-three (33) stalls in front of
the Premises for use by Tenant.

Y. Signage. Tenant shall be provided the business park's standard
building signage by Landlord at Landlord's sole cost and expense.

27. UNRELATED BUSINESS INCOME. If Landlord is advised by its counsel at
any time that any part of the payments by Tenant to Landlord under this Lease
may be characterized as unrelated business income under the United States
Internal Revenue Code and its regulations, then Tenant shall enter into any
amendment proposed by Landlord to avoid such income, so long as the amendment
does not require Tenant to make more payments or accept fewer services from
Landlord, than this Lease provides.

28. HAZARDOUS SUBSTANCES. Tenant shall not cause or permit any Hazardous
Substances to be brought upon, produced, stored, used, discharged or disposed of
in or near the Project unless Landlord has consented to such storage or use in
its sole discretion; provided, however, that Tenant may use and store in the
Premises those routine office and cleaning supplies, and such products and
materials as are reasonably related to the operation of Tenant's permitted
business in the Premises, in compliance with all applicable laws, rules and
regulations. "Hazardous Substances" include those hazardous substances described
in the Comprehensive Environmental Response, Compensation and Liability Act of
1980, as amended, 42 U.S.C. Section 9601 et seq., the Resource Conservation and
Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., any other applicable
federal, state or local law, and the regulations adopted under these laws. If
any lender or governmental agency shall require testing for Hazardous Substances
in the Premises, Tenant shall pay for such testing.

29. EXCULPATION. Landlord shall have no personal liability under this
Lease; its liability shall be limited to its interest in the Project, and shall
not extend to any other property or assets of the Landlord. In no event shall
any officer, director, employee, agent, shareholder, partner, member or
beneficiary of Landlord be personally liable for any of Landlord's

29
34

obligations hereunder.

IN WITNESS WHEREOF, the parties hereto have executed this Lease.

LANDLORD:

CARRAMERICA REALTY CORPORATION
a Maryland corporation

By:
--------------------------------------------
Print Name:
------------------------------------
Print Title:
-----------------------------------

TENANT:

PORTABLE SOFTWARE CORPORATION
a Washington corporation

By: /s/ XXXXXXXX XXXXXX
--------------------------------------------
Print Name: Xxxxxxxx Xxxxxx
------------------------------------
Print Title: CFO & VP of Professional Services
-----------------------------------

DISTRICT OF COLUMBIA )
) SS.
)

On this _________ day of ______________, 1997, before me, the
undersigned, a Notary Public in and for the District of Columbia, duly
commissioned and sworn as such, personally appeared___________________ , to me
known to be the _______________ of CARRAMERICA REALTY CORPORATION, the
corporation that executed the within and foregoing instrument, and acknowledged
the said instrument to be the free and voluntary act and deed of said
corporation for the uses and purposes therein mentioned, and on oath stated that
he was authorized to execute said instrument, and that the seal affixed is the
corporate seal of said corporation.

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

---------------------------------------
Printed Name:
--------------------------
NOTARY PUBLIC in and for the District
of Columbia, residing at
---------------
My commission expires:
-----------------

STATE OF WASHINGTON )
) ss.
COUNTY OF KING )

I CERTIFY that I know or have satisfactory evidence that Xxxxxxxx Xxxxxx
is the person who appeared before me, and acknowledged that he signed this
instrument, on oath stated that he was authorized to execute the instrument, and
acknowledged it as the CFO & Vice President of Prof Svcs. of PORTABLE SOFTWARE
CORPORATION, to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument.

DATED: 10/31/97
-------------------

/s/ Xxxxxxx X. XxXxxxxxxxx
---------------------------------------
Printed Name: Xxxxxxx X. XxXxxxxxxxx
--------------------------
NOTARY PUBLIC in and for the State of
Washington, residing at Seattle
---------------
My commission expires: 3-30-97
[NOTARY SEAL] -----------------

31
36

APPENDIX A
PLAN OF THE PREMISES

(ATTACH FLOOR PLAN DEPICTING THE PREMISES)

XXXXXXXX X

RULES AND REGULATIONS

1. Tenant shall not place anything, or allow anything to be placed
near the glass of any window, door, partition or wall which may, in Landlord's
judgment, appear unsightly from outside of the Project.

2. The Project directory shall be available to Tenant solely to
display names and their location in the Project, which display shall be as
directed by Landlord.

3. The sidewalks, halls, passages, exits, entrances, elevators and
stairways shall not be obstructed by Tenant or used by Tenant for any purposes
other than for ingress to and egress from the Premises. Tenant shall lend its
full cooperation to keep such areas free from all obstruction and in a clean and
sightly condition and shall move all supplies, furniture and equipment as soon
as received directly to the Premises and move all such items and waste being
taken from the Premises (other than waste customarily removed by employees or
contractors of Landlord) directly to the shipping platform at or about the time
arranged for removal therefrom. The halls, passages, exits, entrances,
elevators, stairways, balconies and roof are not for the use of the general
public and Landlord shall, in all cases, retain the right to control and prevent
access thereto by all persons (other than Tenant) whose presence in the judgment
of Landlord, reasonably exercised, shall be prejudicial to the safety,
character, reputation and interests of the Project. Neither Tenant nor any
employee or invitee of Tenant shall go upon the roof of the Project.

4. The toilet rooms, urinals, wash bowls and other apparatuses shall
not be used for any purposes other than that for which they were constructed,
and no foreign substance of any kind whatsoever shall be thrown therein, and to
the extent caused by Tenant or its employees or invitees, the expense of any
breakage, stoppage or damage resulting from the violation of this rule shall be
borne by Tenant.

5. Tenant shall not cause any unnecessary janitorial labor or services
by reason of Tenant's carelessness or indifference in the preservation of good
order and cleanliness.

6. Tenant shall not install or operate any refrigerating, heating or
air conditioning apparatus, or carry on any mechanical business without the
prior written consent of Landlord; use the Premises for housing, lodging or
sleeping purposes; or permit preparation or warming of food in the Premises
(warming of coffee, and individual meals with employees and guests excepted).
Tenant shall not occupy or use the Premises or permit the Premises to be
occupied or used for any purpose, act or thing which is in violation of any
Governmental Requirement or which may be dangerous to persons or property.

7. Tenant shall not bring upon, use or keep in the Premises or the
Project any kerosene, gasoline or inflammable of combustible fluid or material,
or any hazardous materials prohibited by the Lease, or use any method of heating
or air conditioning other than that supplied by Landlord.

8. Landlord shall have the power to direct electricians as to where
and how telephone and other wires are to be introduced. No boring or cutting for
wires is to be allowed without the consent of Landlord. The location of
telephones, call boxes and other office equipment affixed to the Premises shall
be subject to the approval of Landlord.

9. No additional locks shall be placed upon any doors, windows or
transoms in or to the Premises. Tenant shall not change, existing locks or the
mechanism thereof. Upon termination of the lease, Tenant shall deliver to
Landlord all keys and passes for offices, rooms, parking lot and toilet rooms
which shall have been furnished Tenant.

In the event of the loss of keys so furnished, Tenant shall pay
Landlord therefor. Tenant shall not make, or cause to be made, any such keys and
shall order all such keys solely from Landlord and shall pay Landlord for any
keys in addition to the two sets of keys originally furnished by Landlord for
each lock.

10. Tenant shall not install linoleum, tile, carpet or other floor
covering so that the same shall be affixed to the floor of the Premises in any
manner except as approved by Landlord.

11. Tenant shall cause all doors to the Premises to be closed and
securely locked and shall turn off all utilities (except power and air
conditioning necessary to operate Tenant's computer equipment), lights and
machines before leaving the Project at the end of the day.

12. Without the prior written consent of Landlord, Tenant shall not
use the name of the Project or any picture of the Project in connection with, or
in promoting or advertising the business of, Tenant, except Tenant may use the
address of the Project as the address of its business.

13. Tenant shall cooperate fully with Landlord to assure the most
effective operation of the Premises' or the Project's heating and air
conditioning, and shall refrain from attempting to adjust any controls, other
than room thermostats installed for Tenant's use. Tenant shall keep corridor
doors closed.

14. Tenant assumes full responsibility for protecting the interior of
the Premises from theft, robbery and pilferage, which may arise from a cause
other than Landlord's negligence, which includes keeping doors locked and other
means of entry to the Premises closed and secured.

15. Peddlers, solicitors and beggars shall be reported to the office
of the Project or as Landlord otherwise requests.

16. Tenant shall not advertise the business, profession or activities
of Tenant conducted in the Project in any manner which violates the letter or
spirit of any code of ethics adopted by any recognized association or
organization pertaining to such business, profession or activities.

17. No vehicle, other than bicycles, and no animals or pets shall be
allowed in the Premises, halls, freight docks, or any other parts of the
Building except that blind persons may be accompanied by "seeing eye" dogs.
Tenant shall not make or permit any noise, vibration or odor to emanate from the
Premises, or do anything therein tending to create, or maintain, a nuisance, or
do any act tending to injure the reputation of the Building.

18. Tenant acknowledges that Building security problems may occur
which may require the employment of extreme security measures in the day-to-day
operation of the Project.

Accordingly:

(a) Landlord may, at any time, or from time to time, or for
regularly scheduled time periods, as deemed advisable by Landlord and/or its
agents, in their sole discretion, require that persons entering or leaving the
Project or the Property identify themselves to watchmen or other employees
designated by Landlord, by registration, identification or otherwise.

(b) Tenant agrees that it and its employees will cooperate fully
with Project employees in the implementation of any and all security procedures.

(c) Such security measures shall be the sole responsibility of
Landlord, and Tenant shall have no liability for any action taken by Landlord in
connection therewith, it being understood that Landlord is not required to
provide any security procedures and shall have no liability for such security
procedures or the lack thereof.

19. Tenant shall not do or permit the manufacture, sale, or purchase
of any fermented, intoxicating or alcoholic beverages without obtaining written
consent of Landlord.

20. Tenant shall not disturb the quiet enjoyment of any other tenant.

21. Tenant shall not provide any janitorial services or cleaning
without Landlord's written consent and then only subject to supervision of
Landlord and at Tenant's sole responsibility and by janitor or cleaning
contractor or employees at all times satisfactory to Landlord.

22. Landlord may retain a pass key to the Premises and be allowed
admittance thereto at all reasonable times following 24 hours' notice (except in
an emergency) which notice shall specify the identity of any person to whom the
Premises will be shown, to enable its representatives to examine the Premises
from time to time.

23. No equipment, mechanical ventilators, awnings, special shades or
other forms of window covering shall be permitted either inside or outside the
windows of the Premises without the prior written consent of Landlord, and then
only at the expense and risk of Tenant, and they shall be of such shape, color,
material, quality, design and make as may be approved by Landlord.

24. Tenant shall not during the term of this Lease canvas or solicit
other tenants of the Building for any purpose.

25. Tenant shall not install or operate any phonograph, musical or
sound-producing instrument or device, radio transmitter, TV transmitter, or
similar device (other than portable telephones) in the Building, nor install or
operate any antenna, aerial, wires or other equipment inside or outside the
Building, nor operate any electrical device from which may emanate electrical
waves which may interfere with or impair radio or television broadcasting or
reception from or in the Building or elsewhere, without in each instance the
prior written approval of Landlord. The use thereof, if permitted, shall be
subject to control by Landlord to the end that others shall not be disturbed.

26. Tenant shall promptly remove all rubbish and waste from the
Premises other than waste removed by Landlord or Landlord's contractor.

27. Tenant shall not exhibit, sell or offer for sale, rent or exchange
in the Premises or at the Project any article, thing or service, except those
ordinarily embraced within the use of the Premises specified in Section 6 of
this Lease, without the prior written consent of Landlord.

28. Tenant shall not overload any floors in the Premises or any public
corridors or elevators in the Building.

29. Tenant shall not do any painting in the Premises, or xxxx, paint,
cut or drill into, drive nails or screws into, or in any way deface any part of
the exterior of the Building, without the prior written consent of Landlord.

30. Whenever Landlord's consent, approval or satisfaction is required
under these Rules, then unless otherwise stated, any such consent, approval or
satisfaction must be obtained in advance, such consent or approval may be
granted or withheld in Landlord's sole discretion, and Landlord's satisfaction
shall be determined in its sole judgment.

31. Tenant and its employees shall cooperate in all fire drills
conducted by Landlord in the Building.

APPENDIX C

TENANT IMPROVEMENT AGREEMENT

1. INITIAL IMPROVEMENTS. Landlord shall cause to be performed design
and construction of the improvements (the "Initial Improvements") in the
Premises in accordance with plans and specifications approved by Tenant and
Landlord (the "Plan"), which approvals shall not be unreasonably withheld. The
Initial Improvements shall consist of (a) Landlord's building standard
improvements as set forth on Appendix C-1, which shall be provided at the
Landlord's cost ("Landlord's Contribution"), subject to the remaining terms
hereof, and (ii) those non-standard building improvements, including
non-standard millwork, lighting, finishes and fixtures, as set forth on Appendix
C-2, which shall be paid for by Tenant.

Landlord shall cause the Plans to be prepared by a registered
professional architect, and mechanical and electrical engineer(s). As of the
date of this lease, the Plans consist of Appendix A 10/23/97 , which Tenant has
approved. The parties shall negotiate in good faith to reach final agreement as
to the plans and specifications, and Landlord shall cause the plans and
specifications to be prepared in accordance with the parties' final agreement.

Landlord, with consultation of Tenant, shall select a contractor to
perform the construction of the Initial Improvements. Such contractor shall be
selected by a competitive bid process between three contractors selected by
Landlord, with consultation of Tenant. Landlord shall use commercially
reasonable efforts to cause the Initial Improvements to be substantially
completed, except for minor "Punch List" items, on or before the Commencement
Date specified in the Schedule to the Lease, subject to Tenant Delay (as defined
in Section 4 hereof) and Force Majeure.

2. CHANGE ORDERS. If, prior to the Commencement Date, Tenant shall
require improvements or changes (individually or collectively, "Change Orders")
to the Premises in addition to, revision of, or substitution for the Initial
Improvements, Tenant shall deliver to Landlord for its approval plans and
specifications for such Change Orders. If Landlord does not approve of the plans
for Change Orders, Landlord shall advise Tenant of the revisions required.
Tenant shall revise and redeliver the plans and specifications to Landlord
within five (5) business days of Landlord's advice or Tenant shall be deemed to
have abandoned its request for such Change Orders. Tenant shall pay for all
increased costs resulting from preparations and revisions of plans and
specifications, and the construction of all Change Orders requested by Tenant.

3 . LANDLORD'S COSTS. Notwithstanding any provision hereof, Landlord's
costs of Initial Improvements shall not exceed those applicable to construction
of Landlord's building standard improvements. Landlord has no obligation to pay
for costs of the Initial Improvements or Change Orders in excess of Landlord's
Contribution. If any comments to the plans provided by Tenant affect the cost of
the Initial Improvements, and/or the cost of Change Orders initiated

by Tenant result in costs exceeding those otherwise applicable to Landlord's
building standard improvements, Tenant shall pay such overage to Landlord upon
completion of construction of the Initial Improvements and/or Change Orders.

4. COMMENCEMENT DATE DELAY. Commencement Date shall be delayed until
the later of the date on which the City of Xxxxxxx issues a certificate of
occupancy for the Premises and the date on which the Initial Improvements have
been substantially completed (the "Completion Date"), except to the extent that
the delay shall be caused by any one or more of the following (a "Tenant
Delay"):

(a) Tenant's request for Change Orders whether or not any such
Change Orders are actually performed; or

(b) Contractor's performance of any Change Orders; or

(d) Tenant's delay in reviewing, revising or approving plans and
specifications beyond the periods set forth herein, or

(e) Tenant's delay in providing information critical to the
normal progression of the project. Tenant shall provide such information as soon
as reasonably possible, but in no event longer than one week after receipt of
such request for information from the Landlord; or

(f) Tenant's delay in making payments to Landlord for costs of
the Initial Improvements and/or Change Orders in excess of the Landlord's, costs
for building standard improvements; or

(g) Any other act or omission constituting negligence or willful
misconduct by Tenant, its agents, contractors or persons employed by any of such
persons.

If the Commencement Date is delayed for any reason, then Landlord shall cause
Landlord's Architect to certify the date on which the Initial Improvements would
have been completed but for such Tenant Delay, or were in fact completed without
any Tenant Delay.

5. ACCESS BY TENANT PRIOR TO COMMENCEMENT OF TERM. Landlord at its
discretion may permit Tenant and its agents to enter the Premises prior to the
Commencement Date to prepare the Premises for Tenant's use and occupancy. Any
such permission shall constitute a license only, conditioned upon Tenant's:

(a) working in harmony with Landlord and Landlord's agents,
contractors, workmen, mechanics and suppliers and with other tenants and
occupants of the Building;

(b) obtaining in advance Landlord's approval of the contractors
proposed to be used by Tenant and depositing with Landlord in advance of any
work (i) security reasonably

satisfactory to Landlord for the completion thereof, and (ii) the contractor's
affidavit for the proposed work and the waivers of lien from the contractor and
all subcontractors and suppliers of material; and

(c) furnishing Landlord with such insurance as Landlord may
require against liabilities which may arise out of such entry.

Landlord shall have the right to withdraw such license for any reason
upon twenty-four (24) hours' written notice to Tenant. Landlord shall not be
liable in any way for any injury, loss or damage which may occur to any of
Tenant's property or installations in the Premises prior to the Commencement
Date. Tenant shall protect, defend, indemnify and save harmless Landlord from
all liabilities, costs, damages, fees and expenses arising out of the activities
of Tenant or its agents, contractors, suppliers or workmen in the Premises or
the Building. Any entry and occupation permitted under this Section shall be
governed by Section 5 and all other terms of the Lease.

6. MISCELLANEOUS.

Terms used in this Appendix C shall have the meanings assigned to them
in the Lease. The terms of this Appendix C are subject to the terms of the
Lease.

APPENDIX D

MORTGAGES CURRENTLY AFFECTING THE PROJECT

NONE

XXXXXXXX X

COMMENCEMENT DATE CONFIRMATION

Landlord: CarrAmerica Realty Corporation, a Maryland corporation

Tenant: Portable Software, Corporation, a Washington corporation

This Commencement Date Confirmation is made by Landlord and Tenant
pursuant to that certain Lease dated as of , 199__ (the "Lease") for certain
premises known as Suite _____ in the building commonly known as Xxxxxxx Hilltop
(the "Premises"). This Confirmation is made pursuant to Item 9 of the Schedule
to the Lease.

1 . Lease Commencement Date, Termination Date. Landlord and Tenant
hereby agree that the Commencement Date of the Lease is 199_, and the
Termination Date of the Lease is_______________,____.

2. Acceptance of Premises. Tenant has inspected the Premises and
affirms that the Premises are acceptable in all respects in their current
"as is" condition.

3. Incorporation. This Confirmation is incorporated into the Lease,
and forms an integral part thereof. This Confirmation shall be construed and
interpreted in accordance with the terms of the Lease for all purposes.

TENANT:

PORTABLE SOFTWARE CORPORATION
a Washington corporation

By:_________________________________
Name:_______________________________
Title:______________________________

LANDLORD:

CARRAMERICA REALTY CORPORATION
a Maryland corporation

By:_________________________________
Name:_______________________________
Title:______________________________

APPENDIX F

LEGAL DESCRIPTION OF REAL PROPERTY

Xxx 0, Xxxx xx Xxxxxxx Xxxxx Xxxx Number SPL 91-0009, recorded under Recording
Number 0000000000; said short plat being a portion of the southwest quarter of
Section 7, Township 25 North, Range 6 East, X.X., in Xxxx County, Washington.

ADDENDUM 1
EXTENSION OPTION

EXTENSION OPTION. Subject to Subsection B below, Tenant may at its
option extend the Term of this Lease for one (1) period of five (5) years. Such
period is called a "Renewal Term". The Renewal Term shall be upon the same terms
contained in this Lease except for the payment of Base Rent during the Renewal
Term; and any reference in the Lease to the "Term" of the Lease shall be deemed
to include any Renewal Term and apply thereto, unless it is expressly provided
otherwise. Tenant shall have no additional extension options.

A. The Base Rent during a Renewal Term shall be the greater of (i) the
Base Rent applicable to the last day of the final Lease Year prior to the
applicable Renewal Term, or (ii) 100% of the Market Rate (defined hereinafter)
for such space for a term commencing on the first day of the Renewal Term.
"Market Rate" shall mean the then prevailing market rate for a comparable term
commencing on the first day of the Renewal Term for tenants of comparable size
and creditworthiness for comparable space in the Building and other first class
office buildings in the vicinity of the Building.

B. To exercise any option, Tenant must deliver a binding notice
(subject to Tenant's cancellation rights set forth in paragraph C(i) below) to
Landlord not less than nine (9) months prior to the expiration of the initial
Term of this Lease. Thereafter, the Market Rate for the Renewal Term shall be
calculated pursuant to Subsection C below and Landlord shall inform Tenant of
the Market Rate. Such calculations shall be final and shall not be recalculated
at the actual commencement of such Renewal Term. If Tenant fails to timely give
its notice of exercise, Tenant will be deemed to have waived its option to
extend.

C. Market Rate shall be determined as follows:

(i) If Tenant provides Landlord with its binding notice of exercise
pursuant to Subsection B above, then within thirty (30) days thereafter,
Landlord shall calculate and inform Tenant of the Market Rate. If Tenant
rejects the Market Rate as calculated by Landlord, Tenant shall inform
Landlord of its rejection within ten (10) days after Tenant's receipt of
Landlord's calculation, and Landlord and Tenant shall commence negotiations
to agree upon the Market Rate. If Tenant fails to timely reject Landlord's
calculation of the Market Rate it will be deemed to have accepted such
calculation. If Landlord and Tenant are unable to reach agreement within
ten (10) days after Landlord's receipt of Tenant's notice of rejection,
then Tenant may, upon written notice given to Landlord within five (5) days
thereafter, cancel its notice of exercise of the option to renew. Should
Tenant fail to give such notice to Landlord within such 5-day period,
Tenant shall be deemed to have waived its right to cancel, time being of
the essence hereof, and the Market Rate shall be determined in accordance
with (ii) below.

ADDENDUM 1
Page 1 of 2
48

(ii) If Landlord and Tenant are unable to reach agreement on the
Market Rate within said ten (10) day period, then within seven (7) days,
Landlord and Tenant shall each simultaneously submit to the other in a
sealed envelope its good faith estimate of the Market Rate. If the higher
of such estimates is not more than one hundred five percent (105%) of the
lower, then the Market Rate shall be the average of the two. Otherwise,
the dispute shall be resolved by arbitration in accordance with (iii)
below.

(iii) Within seven (7) days after the exchange of estimates, the
parties shall select as an arbitrator an independent MAI appraiser with at
least five (5) years of experience in appraising office space in the
metropolitan area in which the Project is located (a "Qualified
Appraiser"). If the parties cannot agree on a Qualified Appraiser, then
within a second period of seven (7) days, each shall select a Qualified
Appraiser and within ten (10) days thereafter the two appointed Qualified
Appraisers shall select a third Qualified Appraiser and the third Qualified
Appraiser shall be the sole arbitrator. If one party shall fail to select a
Qualified Appraiser within the second seven (7) day period, then the
Qualified Appraiser chosen by the other party shall be the sole arbitrator.

(iv) Within twenty-one (21) days after submission of the matter to the
arbitrator, the arbitrator shall determine the Market Rate by choosing
whichever of the estimates submitted by Landlord and Tenant the arbitrator
judges to be more accurate. The arbitrator shall notify Landlord and Tenant
of its decision, which shall be final and binding. If the arbitrator
believes that expert advice would materially assist him, the arbitrator may
retain one or more qualified persons to provide expert advice. The fees of
the arbitrator and the expenses of the arbitration proceeding, including
the fees of any expert witnesses retained by the arbitrator, shall be paid
by the party whose estimate is not selected. Each party shall pay the fees
of its respective counsel and the fees of any witness called by that party.

D. Tenant's option to extend this Lease is subject to the conditions
that: (i) on the date that Tenant delivers its binding notice exercising an
option to extend, Tenant is not in default under this Lease after the expiration
of any applicable notice and cure periods, and (ii) Tenant shall not have
assigned the Lease other than to an assignee to whom an assignment is permitted
under the terms of Section 17 hereof, or sublet any portion of the Premises
under a sublease which is effective at any time during the final twelve (12)
months of the initial Term.

ADDENDUM 1
Page 2 of 2

ADDENDUM 2
REVISION TO SPACE POCKET OPTION

THIS ADDENDUM is to that certain Lease Agreement (the "Lease") dated
October _________ , 1997, between CarrAmerica Realty corporation, a Maryland
corporation (the "Landlord"), and Portable Software Corporation, a Washington
corporation (the "Tenant"). Wherein this addendum differs from the terms of the
Lease, the terms of this Addendum shall control.

1. Space Pocket. Notwithstanding the terms of paragraph 2.A. (1),
Tenant may, upon written notice given to Landlord no later than thirty (30) days
prior to the expiration of the first twelve (12) months of the Lease term, and
subject to the remaining terms of this Addendum, extend the 12-month "space
pocket" period referenced in the fifth line of paragraph 2.A. (1) for an
additional period of six (6) months. Accordingly, Landlord and Tenant agree that
upon Tenant's exercise of such right to extend the "space pocket" period, the
Base Rent for months thirteen through eighteen (13 through 18) of the Lease term
shall be Thirty-Four Thousand Seven Hundred Seven Dollars ($34,707.00) plus in
amount equal to the product arrived by multiplying the applicable Base Rent per
square foot (as set forth in Item 12 of the schedule) by the rentable area of
that portion (if any) of the 15,000 square foot space pocket actually occupied
by Tenant. In addition, should Tenant exercise its option to extend the period
of the space pocket as set forth herein, the Base Rent schedule contained in
Item 12 of the schedule shall be modified as follows:

Annual Monthly Per Sq. Ft.
Period Base Rent Base Rent Rent
------ --------- --------- ----

Months 6 through 18 $416,484 $34,707 $14.85 nnn/rsf
Months 19 through 37 $682,284 $56,857 $15.85 nnn/rsf
Months 37 through 60 $746,844 $62,237 S17.35 nnn/rsf

2. Security Deposit. It shall be a condition to the effectiveness of
Tenant's extension of the "space pocket" period as set forth in the preceding
paragraph that, on or before the thirteenth (13th) month of the Lease term,
Tenant shall increase the Letter of Credit referenced in paragraph 20 of the
lease to $580,000.00. In such event, paragraph 20.A shall be amended to provide
that (i) the Letter of Credit shall be reduced after the first thirty-six (36)
months of the Lease by $125,000.00, to $455,000.00; and (ii) provided that
Tenant shall not be in default under the Lease beyond any applicable cure
period, Landlord shall reduce the amount of the Letter of Credit by $101,250.00
at the expiration of each six (6) month interval thereafter; provided further,
however, that the amount required under the Letter of Credit shall in no event
be reduced below $50,000.00. Further, in the event the security deposit shall
be increased as aforesaid, the term "$400,000.00" in the first line of paragraph
20.B shall instead be "$530,000.00".

ADDENDUM 2
Page 1 of 2
50

3. No Other Modifications. Except as expressly set forth in this
Addendum, the parties' Lease shall be unmodified and shall continue in full
force and effect.

ADDENDUM 2
Page 1 of 2
51

APPENDIX C-2
NON-STANDARD IMPROVEMENTS
TO BE PAID BY TENANT

Millwork Approximate Cost
-------- ----------------

Board room counter and cabinets $2,033
Board room display rail 1,637
Large conference/training room: counter and cabinets 2,568
Board room: white board inc.
Reception desk includes light wood paneling at reception area. 7,426
(Tenant must decide if they want to install by November 7)

Finishes
Carpet at lobby/reception and board room 10,215
In-fill panel at overhead door in lunch room with glazing 1,130
(1/2 of approximate cost; the other 1/2 to be paid by landlord)

Terrazzo stone may not be installed in the lobby area and
instead, Landlord and Tenant will agree on certain upgrades to
the lobby area to approximately equal the value of the stone or
about $14,500.

Additional Requirements
34 down light can fixtures with dimmer switches in the following areas:

7 - Board room 2 - Lunch room 6,426
10 - Large conference /training room 8 - Reception area
7 - Lounge

Office relites for interior offices @ $243 each x 54 total 13,116
Recessed electric projection screen 2,203

Other Items:

Voice and data lines Exterior and Interior Signage
Security system/key card entry Demountable partitions and hook up
UPS system or generator Appliances
Office equipment Wall covering
Separate fire protection for computer rooms Separate HVAC for computer rooms

Tenant will, with Landlord's approval, contract for these "other items"
separately and such costs will be paid by Tenant.

These Costs are estimates only and do not include WSST. Final costs, once
determined, will be paid by Tenant to Landlord upon completion of the
improvements in accordance with Paragraph 1 of Appendix C.

All items contemplated by the Plans dated 10/23/97 and which are attached to
this Lease are included in Landlord's Contribution and will be paid for by
Landlord unless such items are specifically included in this Appendix C-2.

APPENDIX C-1

BUILDING STANDARD FINISHES

HILLTOP B & C

1. Floors - Landlord shall provide cured and sealed concrete floors which are
level to within industry standards and ready to receive tenant's finish
flooring.

2. Acoustical Treatment - Interior partitions shall receive foam sound gasket
at ceiling, floor, and mullion connections. Tenant may request full height
insulated walls for sound isolation purposes at Tenant's expense.

3 Insulation - Landlord shall provide all exterior wall and ceiling
insulation and moisture barriers required to meet current Washington State
Energy Code. All piping, waterlines, and rain leaders shall be insulated as
part of the shell core scope of work.

4. Finish Carpentry and Millwork - Millwork shall consist of countertops,
cabinets, shelving and trim where indicated on space plan. Millwork and
trim that is part of the building's lobby, restrooms, showers, and stairs
shall be provided by Landlord. Millwork and trim located with Tenant's
premises shall be included in tenant improvement allowance. Quality and
type shall be as follows:

Quality Custom grade matching commercial standard
product lines using European style
construction. Provide marine grade plywood at
all cafeteria countertops and bases.
Door Design Flush Overlay
Hinges Concealed, Xxxx or equal
Pulls Wire type, finish to match hardware
Millwork Finish All surfaces shall have plastic laminate, matte
finish, Nevamar or equal.
Backsplash 4" plastic laminate in all wet areas.

5. Finish Carpentry - All wood finish material shall be prefinished stain
birch solids and veneers. Finish Carpentry in building lobby shall be by
landlord.

6. Doors - All interior doors shall be 1 3/4" x 3'-0" x 7'-0" solid core birch
veneer with solid hardwood edge and clear lacquer finish. Custom stain
grade or better.

7. Frames - All interior frames shall be Hemlockjams with clear lacquer
finish.

8. Hardware - Locks and latches shall be commercial grade ADA compliant
mortise type with lever handles and with Yale cores.

9. Core and Shell Partitions - Core wall partitions shall have taped and
finished GWB surface ready to receive tenant's finish.

PAGE 1 OF 3
54

10. Interior Partitions - Building standard partition shall consist of 5/8" GWB
over 2 1/2" metal studs at 2'-0" O.C. with 1/2" reveal at ceiling. Code
required one hour construction and sound isolation walls will continue to
structure above.

11. Ceiling - Tenant Improvement Allowance shall be used for finished ceiling
construction. Ceilings shall be lay-in acoustical tile ceiling in suspended
metal grid. Standard tile shall be 2'x4' Second Look tile with tegular
edge.

12. Restrooms - Landlord to provide finished restrooms with ceramic tile on the
floor, base and wet walls, plastic laminate floor mounted toilet
partitions, and plastic laminate countertops with mirror above. Walls to
receive vinyl wallcovering (except at wet walls). All standard toilet
accessories to be provided.

13. Carpet - Building standard carpet is a 26 oz. loop pile, glued down.

14. Base - 4" Rubber base.

15. Paint - Building standard paint to be eggshell finish, applied in two coats
over a primer.

16. Sprinkler - Landlord shall provide a complete sprinkler system to meet
local standards based on a B-2 occupancy. Sprinkler heads to be turned down
and located per tenant improvement plans as part of the tenant improvement
allowance.

17. Electrical - Landlord to provide electrical service to the building, and
provide a distribution system to a circuit panel on each floor. The system
will be designed to meet all current codes and standards. All electrical
work necessary to install the Tenant's electrical outlets, and connect them
to the main building electrical service and Building Shell and Core circuit
panels, shall be part of the tenant improvements.

18. HVAC - Landlord has provided a rooftop Dx packaged air conditioning unit
for each building. A medium duct distribution system distributes air to
each floor terminating in perimeter zone VAV units. Heating is provided at
each VAV unit. Additional zones and supplemental cooling are tenant costs.

19. Light Fixtures - 2 x 4 parabolic deep cell, 3 lamp with electronic
ballasts.

20. Fire Alarm System - Landlord to provide a fire alarm system as required by
code.

21. Window Coverings - Landlord to provide horizontal 1" mini-blinds at all
exterior windows. Installation costs on the blinds to be part of standard
improvement allowance.

PAGE 2 OF 3
55

HILLTOP B & C
BUILDING STANDARD FINISHES

SCHEME A

Carpet
Mannington Commercial Carpet
Pattern: Carthage II 26 oz.
Color: Mineral Buff (MIBL)

Base
Johnsonite
Rubber Wall Base
Color: Grey DC-48

General Paint
Xxxxxxxx Xxxxx
Color: #972

Accent Paint
Xxxxxxxx Xxxxx
Color: #HC-144 (Green)

Xxxxxxxx Xxxxx
Color: #1393 (Purple)

Xxxxxxxx Xxxxx
Color: #1045 (Yellow)

SCHEME B

Carpet Mannington Commercial Carpet
Pattern: Carthage II 26 oz.
Color: Rock Crystal (ROCR)

Base
Johnsonite
Rubber Wall Base
Color: Moon Rock DC-29

General Paint
Xxxxxxxx Xxxxx
Color: Navajo White

Accent Paint
Xxxxxxxx Xxxxx
Color: #1039 (Gold)

Xxxxxxxx Xxxxx
Color: #1274 (Rust)

Xxxxxxxx Xxxxx
Color: Xxxxxxxx Blue

(PAGE 3 OF 3)
56

FIRST AMMENDMENT TO LEASE

THIS FIRST AMENDMENT TO LEASE ("Amendment") dated April 10, 1998, by
and between CARRAMERICA REALTY CORPORATION, a Maryland corporation ("Landlord"),
and PORTABLE SOFTWARE CORPORATION, a Washington corporation ("Tenant"),

W I T N E S S N E T H:

WHEREAS,, Landlord and Tenant entered a Lease Agreement (the "Lease")
dated October 31st, 1997 for those certain Premises commonly known as Building B
at 0000 000xx Xxxxxx XX, Xxxxxxx, Xxxxxxxxxx 00000, located on that land legally
described on Appendix A hereto;

WHEREAS, the Lease provides, as more particularly set forth in
Appendix C thereto, that Tenant shall pay to Landlord upon completion of
construction of the Initial Improvements the cost of any tenant improvements in
excess of the cost of Landlord's building standard improvements; and

WHEREAS, the parties have determined the amount of such excess cost
(the "Additional Tenant Improvement Cost") and desire to amend the Lease
regarding Tenant's payment of Additional Rent to Landlord;

NOW, THEREFORE, in consideration of the terms hereof, the parties
agree as follows:

1. Payment of Additional Rent. Notwithstanding any other provision of
the Lease, Tenant covenants and agrees to pay to Landlord, as Additional Rent,
but without offset or deduction of any kind, compensation for the Additional
Tenant Improvement Cost of FIFTY THOUSAND SEVEN HUNDRED SEVENTY-FIVE DOLLARS
AND 84/100 ($50,775.84). Such amount shall be payable in monthly installments of
ONE THOUSAND EIGHTY-TWO DOLLARS ($1,082.00), or more, commencing February 1,
1999, and on or before the first day of each calendar month thereafter through
January 1, 2003.

2. Landlord's Remedies. If Tenant shall fail to pay timely any
installment of the Additional Rent provided for herein and Landlord elects to
terminate the Lease, all amounts payable under the terms of this Amendment shall
be deemed Rent due before such termination.

FIRST AMENDMENT TO LEASE - 1
KLB: February 5, 1998

3. No Other Modifications. Except as expressly set forth herein, the
parties' Lease shall remain unmodified and shall continue in full force and
effect.

LANDLORD: CARRAMERICA REALTY CORPORATION,
a Maryland corporation

By: /s/ XXXXXX X. XXXXXXX
---------------------------------
Print Name: XXXXXX X. XXXXXXX
-------------------------
Print Title: MANAGING DIRECTOR
------------------------

TENANT: PORTABLE SOFTWARE CORPORATION,
a Washington corporation

By: /s/ XXXX XXXXXX
---------------------------------
Print Name: XXXX XXXXXX
-------------------------
Print Title: DIRECTOR OF FINANCE
------------------------

FIRST AMENDMENT TO LEASE - 2
KLB : February 5, 1998

APPENDIX A

LEGAL DESCRIPTION OF REAL PROPERTY

Xxx 0, Xxxx Xx Xxxxxxx Xxxxx Xxxx Number SPL 91-0009, recorded under Recording
Number 0000000000; said short plat being a portion of the southwest quarter of
Section 7, Township 25 North, Range 6 East, X.X., in Xxxx County, Washington.
59
)
DISTRICT OF COLUMBIA ) ss.
)

On this 17th day of April, 1998, before me, the undersigned, a Notary
Public in and for the District of Columbia, duly commissioned and sworn as
such, personally appeared Xxxxxx X. Xxxxxxx, to me known to be the Managing
Director of CARRAMERICA REALTY CORPORATION, the corporation that executed the
within and foregoing instrument, and acknowledged the said instrument to be the
free and voluntary act and deed of said corporation for the uses and purposes
therein mentioned, and on oath stated that he was authorized to execute said
instrument, and that the seal affixed is the corporate seal of said corporation.

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

/s/ XXXXXX X. XXXX
----------------------------------------
Xxxxxx X. Xxxx
----------------------------------------
[print name]
NOTARY PUBLIC in and for the District of
Columbia, residing at Lorton, VA.
My commission expires 00-00-00

XXXXX XX XXXXXXXXXX )
) ss.
County of KING )

I CERTIFY that I know or have satisfactory evidence that Xxx Xxxxxx is the
person who appeared before me, and acknowledged that she signed this
instrument, on oath stated that she was authorized to execute the instrument,
and acknowledged it as the Director of Finance of PORTABLE SOFTWARE
CORPORATION, to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument.

DATED: April 10th, 1998

/s/ XXXX XXXXXXX
----------------------------------------
Xxxx Xxxxxxx
----------------------------------------
[print name]
NOTARY PUBLIC in and for the State of
Washington, residing at Seattle, WA
My appointment expires 10-14-2000

FIRST AMENDMENT TO LEASE - 3
KLB: February 5, 1998

Document Metadata

Table of Contents

C. Definitions 6 (1) Included Operating Costs 6 (2) Excluded Operating Costs 6 (3) Taxes 7 (4) Lease Year 8 (5) Fiscal Year 8

Document Metadata