(a)                      Basic Lease Information

Lease Date:                   August 22, 2003

Master Tenant ("Landlord"):   RealNet 181 LLC, an Oregon LLC

Address of Landlord:          4380 SW Macadam Ave Suite 170 Portland, OR 97239

Sub Tenant ("Tenant"):        Tango Pacific, Inc, an Oregon Corporation

Premises:                     18055 NE San Rafael St. and 20,000 of 2023 NE 181st Avenue
                              Portland, OR 97230


==========================


  Paragraph 1           "Premises" approximately 64,806* square feet of
                        approximately 86,014 square feet (computed from measurements
                        to the exterior of outside walls of the building and to the
                        center of interior walls), such premises being shown and
                        outlined in red on the plan attached hereto as Exhibit A,
                        and being part of the real property described in Exhibit B
                        attached hereto. *inclusive of second story office area


  Paragraph 1           Lease Term: Commencing on the "Commencement Date" as
                        hereafter defined and 64 months thereafter except that
                        in the event the Commencement Date is a date other than the
                        first day of a calendar month, said item shall extend for
                        said number of months in addition to the remainder of the
                        month following the Commencement Date.

                                       47



  Paragraph 1           Schedule Term Commencement Date:       September 1, 2003


  Paragraph 2           Monthly Base Rent:                            $15,000.00

  Paragraph 2B          Security Deposit:                             $30,000.00


  Paragraph 4A          Tenant's Initial Monthly Escrow Payment
                        for Taxes and Other Charges:                   $2,481.00

  Paragraph 7           Tenant's Initial Monthly Common Area
                        Maintenance Charge:                            $2,397.00

  Paragraph 13B         Tenant's Initial Monthly Insurance Escrow
                        Payment:                                         $304.00

                        Tenant's Initial Monthly Payment Total:       $20,182.00



The foregoing Basic Lease Information is hereby incorporated into and made a
part of this Lease. Each reference in this Lease to any of the Basic Lease
Information shall be to the respective information herein above set forth and
shall be construed to incorporate all of the terms provided under the particular
Lease paragraph pertaining to such information. In the event of any conflict
between and Basic Lease Information and the Lease, the former shall control.

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                                       1



                                 LEASE AGREEMENT

THIS LEASE AGREEMENT, made and entered into by and between REAL NET 181, LLC an
Oregon LLC hereinafter referred to as "Landlord" and Tango Pacific, Inc., an
Oregon Corporation, hereinafter referred to as "Tenant".

1.       WITNESSETH


1.       PREMISES AND TERM.

         A. In consideration of the obligation of Tenant to pay rent as herein
         provided, and in consideration of the other terms, provisions and
         covenants hereof, Landlord hereby demises and leases to Tenant and
         Tenant hereby takes and leases from Landlord those certain Premises as
         outlined in green on Exhibit "A" attached hereto (hereinafter referred
         to as the "Premises") and incorporated herein by reference, together
         with all rights, privileges, easements, appurtenances, and amenities
         belonging to or in any way appertaining to the Premises and together
         with the buildings and other improvements situated or to be situated
         upon land described in Exhibit "B" attached hereto.


         B. TO HAVE AND TO HOLD the same for a term commencing on the
         "Commencement Date", as hereinafter defined, and ending thereafter as
         specified in the Basic Lease Information, attached hereto, (the "Lease
         Term"), provided, however, that, in the event the "Commencement Date"
         is a date other than the first day of the calendar month, said term
         shall extend for said number of months in addition to the remainder of
         the calendar month following the "Commencement Date".


         C. The "Commencement Date" shall be the Scheduled Term Commencement
         Date shown in the Basic Lease Information, attached hereto and
         incorporated herein by reference. If the Premises shall not have been
         substantially completed as aforesaid by the Scheduled Term
         Commencement Date, Tenants obligation to pay rent and its other
         obligations for payment under this Lease shall commence on the date
         the Premises are substantially completed as aforesaid, and Landlord
         shall not be liable to Tenant for any loss or damage resulting from
         such delay. Landlord shall notify Tenant in writing as soon as
         Landlord deems the Premises to be substantially completed and ready
         for occupancy. In the event that the Premises have not in fact been
         substantially completed as aforesaid, Tenant shall notify Landlord of
         its objections. Landlord shall have a reasonable time after delivery
         of such notice in which to take such corrective action as may be
         necessary, and shall notify Tenant in writing as soon as it deems such
         corrective action has been completed so that the Premises are
         substantially completed and ready for occupancy. The taking of
         possession by Tenant shall be deemed conclusively to establish that
         the Premises have been substantially completed in accordance with the
         plans and specifications and that the Premises are in good and
         satisfactory condition, as of when possession was taken. Tenant
         acknowledges that no representation as to the repair of the Premises,
         have been made by Landlord, unless such are expressly set forth in
         this Lease. After the Commencement Date, Tenant shall, upon demand,
         execute and deliver to Landlord a letter of acceptance of deliver of
         the Premises, specifying the Commencement Date and the rent
         commencement date, in recordable form. In the event of any dispute as
         to the substantial completion or work performance or required to be
         performed by Landlord, the certificate of Landlord's architect or
         general contractor shall be conclusive.


                                       2



2.       BASE RENT AND SECURITY DEPOSIT.

         A. Tenant agrees to pay the Landlord Base Rent for the Premises, in
         advance, without demand, deduction or set off, for the entire Lease
         Term hereof at the rate specified in the Base Lease Information,
         payable to in monthly installments. One such monthly installment shall
         be due and payable on the date hereof and a like monthly installment
         shall be due and payable on or before the first day of each calendar
         month succeeding the Commencement Date recited above during the Lease
         Term, except that the rental payment for any fractional calendar month
         at the commencement or end of the Lease period shall be prorated on
         the basis of a 30-day month.

         B. In addition, Tenant agrees to deposit with Landlord on the date
         hereof a security deposit in the amount specified in the Basic Lease
         Information, which sum shall be held by Landlord, without obligation
         for interest, as security for the performance of Tenant's covenants
         and obligations under this Lease, it being expressly understood and
         agreed that such deposit is not an advance rental deposit, nor the
         last months rent nor a measure of Landlord's damages in the event of
         Tenant default. Upon the occurrence of any event of default by Tenant,
         Landlord may, from time to time, without prejudice to any other remedy
         provided herein or provided by law, use such deposit to the extent
         necessary to make good any arrears of rent or other payments due
         Landlord hereunder, and any other damage, injury, expense or liability
         caused by such event of default; or to perform any obligation required
         of Tenant under the Lease; and Tenant shall pay to Landlord on demand
         the amount so applied in order to restore the security deposit to its
         original amount. Although the security deposit shall be deemed the
         property of Landlord, any remaining balance of such deposit shall be
         returned by Landlord to Tenant at such time after termination of this
         Lease that all of Tenant's obligations under this Lease have been
         fulfilled.

3.       USE.

         The premises shall be used only for the purpose of general office,
         receiving, storing, shipping, assembly, light manufacturing, and
         selling (other than retail) products, materials and merchandise made
         and/or distributed by Tenant and for such other lawful purposes as may
         be incidental hereto. Outside storage, including without limitation,
         trucks and other vehicles, is prohibited without Landlord's prior
         written consent. Tenant shall, at its own cost and expense, obtain any
         and all licenses and permits necessary for its use of the Premises.
         Tenant shall comply with all governmental laws, ordinances and
         regulations applicable to the use of the Premises, and shall promptly
         comply with all governmental orders and directives including but not
         limited to those regarding the correction, prevention and abatement of
         nuisances in or upon, or connected with, the Premises, all at Tenant's
         sole expense. Tenant shall not permit any objectionable or unpleasant
         orders, smoke, dust, gas, noise or vibrations to emanate from the
         Premises, or take any other action which would constitute a nuisance
         or would disturb or endanger any other tenants of the building in
         which the Premises are situated or unreasonably interfere with their
         use of their respective premises. In addition to any other remedies,
         Landlord shall have the right to have Tenant evicted from the Premises
         for a breach by Tenant of the terms of this Section 3. Without
         Landlord prior written consent, Tenant shall not receive, store or
         otherwise handle any product, material or merchandise which is
         explosive or highly inflammable. Tenant will not permit the Premises
         to be used for any purpose or in any manner (including without
         limitation any method of storage) which would render the insurance
         thereon void or the insurance risk more hazardous or cause the State
         Board of Insurance or other Insurance premiums, Tenant shall be solely
         responsible for said increase.

                                       3



4.       TAXES AND OTHER CHARGES.

         A. Tenant agrees to pay its proportionate share of any and all real
         and personal property taxes, regular and special assessments, license
         fees and other charges of any kind and nature whosoever, payable by
         Landlord as a result of any public or quasi-public authority, private
         party, or owner's association levy, assessment or imposition against,
         or arising out of Landlord's ownership of or interest in, the real
         estate described in Exhibit "B" attached hereto, together with the
         building and the grounds, parking areas, driveways, roads, and alleys
         around the building in which the Premises are located, or any part
         thereof (hereinafter collectively referred to as the "Charges").
         During each month of the Lease Term, Tenant shall make a monthly
         escrow deposit with Landlord (the "Escrow Payment") equal to 1/12 of
         its proportionate share of the Charges which will be due and payable
         for that particular calendar year. Tenant authorizes Landlord to use
         the funds deposited by Tenant with Landlord under this Paragraph 4 to
         pay the Charges. Each Escrow Payment shall be due and payable, as
         additional rent, at the same time and in the same manner, as the
         payment as monthly rental as provided herein. The amount of the
         initial monthly Escrow Payment will be specified in the Basic Lease
         Information. The initial Escrow Payment is based upon Tenant's
         proportionate share of the Charges for the year in question, and the
         monthly Escrow Payment is subject to increase or decrease as
         determined by Landlord to reflect an accurate escrow of Tenant's
         estimated proportionate share of the Charges. The Escrow Payment
         account of Tenant shall be reconciled annually. If the Tenant's actual
         Escrow Payments are less than Tenant's pro rata share of the Charges,
         Tenant shall pay the Landlord upon demand the difference; if the
         Tenant's total Escrow Payments are more than Tenant's actual pro rata
         share of the Charges, the Landlord shall retain such excess and credit
         it to Tenant's Escrow Payment account for the successive years
         Charges. Tenant's proportionate share of the Charges shall be computed
         by multiplying the Charges by a fraction, the numerator or which shall
         be the number of gross leaseable square feet or floor space in the
         premises and the denominator of which shall be the total applicable
         gross leaseable square footage or such other equitable apportionment
         as may be adopted.

         B. If Tenant should fail to pay any Escrow Payments required to be
         paid by Tenant hereunder, in addition to any other remedies provided
         herein, Landlord may, if it so elects, pay such Escrow Payment or
         taxes, assessments, license fees and other charges. Any sums so paid
         by Landlord shall be deemed to be so much additional rental owing by
         Tenant to Landlord and due and payable upon demand as additional
         rental plus interest at the rate or eighteen percent (18%) per annum
         from the date of payment by Landlord until repaid by Tenant.

         C. (1) If at any time during the Lease Term, the present method of
         taxation shall be changed so that in lieu of the whole or any part of
         any taxes, assessments, fees or charges levied, assessed or imposed on
         real estate and the improvements thereon, there shall be levied,
         assessed or imposed on Landlord a capital levy or other tax directly
         on the rents received therefrom and/or a franchise tax, assessment,
         levy or charge measured by or based, in whole or in part, upon such
         rents or the present or any future building or buildings, then all
         such taxes, assessments, fees or charges, or the part thereof so
         measured or based, shall be deemed to be included within the term
         "Charges" for the purposes hereof.

            (2) Tenant may, alone or along with other tenants of the building
         containing the Premises, at its sole cost and expense, in its or their
         own name(s) dispute and contest any Charges by appropriate proceedings
         diligently conduct in good faith, but only after Tenant and all other
         tenants, if any, joining with Tenant in such contest have deposited
         with Landlord the amount so contested and unpaid or their
         proportionate shares thereof as the case may be, which shall be held
         by Landlord without obligation for interest until the termination of
         the proceedings, at which time the amount(s) deposited shall be
         applied by Landlord toward the payment of the items held valid (plus
         any court costs, interest, penalties and other liabilities associated
         with the proceedings), ad Tenant's share of any excess shall be
         returned to Tenant. Tenant further agrees to pay to the Landlord upon
         demand, the Tenant's share (as among all tenants who participated in
         the contest) of all court costs, interests, penalties and other
         liabilities relating to such proceedings. Tenant hereby indemnifies
         and agrees to hold harmless the Landlord from and against and cost,
         damage or expense (including attorney fees) in connection with any
         such proceedings.

                                       4



            (3) Any payment to be made pursuant to this Paragraph 4 with respect
         to the calendar year in which this Lease commences of terminates shall
         bear the same ratio to the payment which would be required to be made
         for the full calendar year as the part of such calendar year covered
         by the Lease Term bears to a full calendar year.

         D. Tenant shall be liable for all taxes levied against personal
         property and trade fixtures placed by Tenant in the Premises. If any
         such taxes are levied against Landlord or Landlord's property and if
         Landlord elects to pay the same or if the assessed value of Landlord's
         property is increased by inclusion of personal property and trade
         fixtures placed by Tenant in the Premises and Landlord elects to pay
         the taxes based on such increase, Tenant shall pay the Landlord upon
         demand that part of such taxes for which Tenant is primarily liable
         hereunder.

5.       TENANT'S MAINTENANCE.

         A. Tenant shall at its own cost and expense keep and maintain all
         parts of the Premises (except those for which Landlord is expressly
         responsible under the terms of this Lease) in good condition, promptly
         making all necessary repair and replacements, including but not
         limited to, windows, glass and plate glass, doors, any special office
         entry, interior walls and finish work, floors and floor coverings,
         down spouts, gutters, heating and air conditioning systems, dock
         boards, truck doors, dock bumpers, paving, plumbing work and fixtures,
         termite and pest extermination, regular removal of trash and debris,
         keeping the parking areas and driveways, alleys and the whole of the
         Premises in a clean and sanitary condition. Tenant shall not be
         obligated to repair any damage caused by fire, tornado, or other
         casualty covered by the insurance to be maintained by Landlord
         pursuant to subparagraph 13(A) below, except that Tenant shall be
         obligated to repair all wind damage to glass except with respect to
         tornado or hurricane damage.

         B. Tenant shall not damage any demising wall or disturb the integrity
         and support provided by any demising wall and shall, at its own sole
         cost and expense, promptly repair any damage or injury to any demising
         wall caused by Tenant or its employees, agents, licensees or invitees.

         C. Tenant and its employees, customers and licensees shall have the
         right to use the parking areas, if any, as may be designated by
         Landlord in writing, subject to such reasonable rules and regulations
         as Landlord may from time to time prescribe and subject to rights of
         ingress and egress of other tenants. Landlord shall not be responsible
         for enforcing Tenant's exclusive parking rights against any third
         parties. If Tenant or any other particular tenant of the building can
         be clearly identified as being responsible for obstructions or
         stoppage of a common sanitary sewage line, then Tenant, if Tenant is
         responsible, or such other responsible Tenant, shall pay the entire
         cost thereof, upon demand, as additional rent.

         D. Tenant shall, at its own cost and expense, enter into a regularly
         scheduled preventative maintenance/service contract with a maintenance
         contractor for servicing all heating and air conditioning and
         equipment within the Premises.

6.       LANDLORD REPAIRS.

         After reasonable notice from Tenant, Landlord shall repair the roof,
         exterior walls and foundation, and the cost thereof shall be shared as
         provided in Paragraph 7. Tenant shall repair and pay for any damage to
         such items to be maintained by Landlord caused by any act omission or
         negligence of Tenant, or Tenant's employees, agents, licensees or
         invitees, or caused by Tenant's default hereunder. The term "walls" as
         used herein shall not include windows, glass or plate glass, doors,
         special store fronts, or office entries. Tenants shall immediately
         give Landlord written notice of defect or need for repairs, after
         which Landlord shall have a reasonable opportunity and time to repair
         same or cure such defect. Landlord's liability with respect to such
         defects, repairs, maintenance for which Landlord is responsible under
         any of the provisions of this Lease shall be limited to the cost of
         such repairs or maintenance or the curing of such defect.



                                       5


7.       MONTHLY COMMON AREA MAINTENANCE CHARGE.

         Tenant agrees to pay each month, as additional rent, for its
         proportionate share of the cost of operation and maintenance of the
         Common Area which shall be defined from time to time by Landlord.
         Common Area cost which may be incurred by Landlord at its discretion,
         shall include, but not limited to those costs incurred for lighting,
         water, sewage, trash removal, exterior painting, exterior window
         cleaning, sweeping, management, accounting, policing, inspecting,
         sewer lines, plumbing, paving, landscape maintenance, plant material
         replacement and other like charges, and Landlord's fee for supervision
         and administration of the items set forth in this paragraph, currently
         at 10%. Landlord shall maintain the Common Area in reasonably good
         condition and repair. The proportionate share to be paid by Tenant of
         the cost of operation of maintenance of the Common Area shall be
         computed on the ratio that the gross leaseable square feet of the
         Premises bears to the total applicable gross leaseable square footage
         or such other equitable apportionment as may be adopted. Landlord
         shall make monthly or other periodic charges based upon the estimated
         annual cost of operation and maintenance in the Common Area, payable
         in advance but subject to adjustment after the end of the year on the
         basis of the actual cost for such year. Any such periodic charges
         shall be due and payable upon delivery of notice thereof. The initial
         Common Area Maintenance Charge, subject to adjustment as provided
         herein, shall be due and payable, as additional rent, at the same time
         and in the same manner as the time and manner of the payment of
         monthly rental as provided herein. The amount of the initial monthly
         Common Area Maintenance Charge shall be as specified in the Basic
         Lease Information.

8.       ALTERATIONS.

         Tenant shall not make any alterations, additions or improvements to
         the Premises (including but not limited to roof and wall penetrations)
         without the prior written consent of Landlord. Tenant may, without the
         consent of Landlord, but at its own cost and expense, and in a good
         workmanlike manner, erect such shelves, bins, machinery and trade
         fixtures as it may deem advisable without altering the basic character
         of the building or improvements and without overloading or damaging
         such building or improvements, and in each case complying with all
         applicable governmental laws, ordinances, regulations and other
         requirements. All alterations, additions and improvements and
         partitions erected by Tenant shall be and remain the property of
         Tenant during the term of this Lease and Tenant shall, unless Landlord
         otherwise elects as hereinafter provided, remove all alterations,
         additions, improvements and partitions erected by Tenant and restore
         the Premises to their original condition by the date of termination of
         this Lease or upon earlier vacating of the Premises, provided,
         however, that if Landlord so elects prior to termination of this Lease
         or upon earlier vacating of the Premises, such alterations, additions,
         improvements, and partitions shall become the property of the Landlord
         as of the date of termination of this Lease or upon earlier vacating
         of the Premises and shall be delivered up to the Landlord with the
         Premises. All shelves, bins, machinery and trade fixtures installed by
         the Tenant may be removed by the Tenant prior to termination of this
         Lease if Tenant so elects, and shall be removed by the date of
         termination of this Lease or upon earlier vacating of the Premises if
         required by Landlord; upon any such removal Tenant shall restore the
         Premises to their original condition. All such removals and
         restoration shall be accomplished in good workmanlike manner so as not
         to damage the primary structure or structural qualities of the
         buildings and other improvements situated on the Premises.

9.       SIGNS.

         Tenant shall not install signs upon the Premises without Landlord's
         prior written approval, and any such signage shall be subject to any
         applicable governmental laws, ordinances, regulation and other
         requirements. Tenant shall remove all such signs by the termination of
         this Lease. Such installation and removal shall be made in such a
         manner as to avoid injury or defacement of the building and other
         improvements, and Tenant shall repair any injury, defacement,
         including without limitation discoloration, caused by such
         installation and/or removal.

                                       6



10.      INSPECTION.

         A. Landlord and landlord's agents and representatives shall have the
         right to enter and inspect the Premises at any reasonable time during
         business hours, for the purpose of ascertaining the condition of the
         Premises or in order to make such repairs as may be required or
         permitted to be made by Landlord under the terms of this Lease. During
         the period that is six (6) months prior to the end of the term hereof,
         Landlord and Landlord's agents and representatives shall have the
         right to enter the Premises at any reasonable time during business
         hours for the purpose of showing the Premises and shall have the right
         to erect on the Premises a suitable sign indicating the Premises is
         available.

         B. Tenant shall give written notice to Landlord at least thirty (30)
         days prior to vacating the Premises and shall arrange to meet with
         Landlord for joint inspection of the Premises prior to vacating. In
         the event of Tenant's failure to give such notice or arrange such
         joint inspection, Landlord's inspection at or after Tenant's vacating
         the Premises shall be conclusively deemed correct for purposes of
         determining Tenant's responsibility for Tenant's repairs and
         restoration. It shall be the responsibility of Tenant, prior to
         vacating the Premises, to clean and repair the Premises and restore
         them to the condition in which they were in upon delivery of the
         Premises to Tenant at the Commencement Date, excluding reasonable wear
         and tear. Cleaning, repair and restoration shall include, but not be
         limited to, removal of all trash, cleaning and repainting of walls,
         where necessary, cleaning of carpet and flooring, replacement of light
         bulbs and tubes, cleaning and wiping down of all fixtures, maintenance
         and repair of all heating and air conditioning systems, and all
         similar work, which shall be done at the latest practical date prior
         to vacating the Premises.

         C. Landlord shall have the right to inspect Tenant's financial
         documents, whether audited or un-audited, including but not limited to
         Tenant's federal and state tax return, cash flow statement, income
         statement, and balance sheet. Tenant shall provide Landlord with
         copies of the requested documents for the relevant time period within
         seven (7) days upon written request. Tenant's failure to provide
         financial documents pursuant to subparagraph 10(C) herein shall result
         in a default under the terms of this Lease.

11.      UTILITIES.

         Landlord agrees to provide at its cost, water, electricity and gas
         service connections into the Premises; but Tenant shall pay for all
         water, gas, hear, light, power, telephone, sewer, sprinkler charge and
         other utilities and services used on or from the Premises, together
         with any taxes, penalties, surcharges or the like pertaining thereto
         and any maintenance charges for utilities and shall furnish all
         electric light bulbs and tubes. If any such services are not
         separately metered to Tenant, Tenant shall pay a reasonable proportion
         as determined by Landlord of all charges jointly metered with other
         Premises. Landlord shall be in no event liable for any interruption or
         failure in utility services on the Premises.


12.      ASSIGNMENT AND SUBLETTING.

         A. Tenant shall not have the right, voluntarily or involuntarily, to
         assign, convert, transfer, mortgage or sublet the whole or any part of
         the Premises under this Lease without the prior written consent of
         Landlord. In the event Tenant applies to Landlord for consent to
         assign, convey, transfer or sublet the Premises, Landlord may
         condition such consent upon the right to receive one-half of the
         profit, if any, which Tenant may realize on account of such
         assignment, conveyance, transfer or sublease of the Premises. For
         purposes of this paragraph, "Profit" shall mean any sum which the
         assignee, sublessee or transferee is required to pay, or which is
         credited to Tenant as rent in excess of the Rents required to be paid
         by Tenant to Landlord under this Lease. Landlord also reserves the
         right to recapture the Premises or applicable portion thereof in Lieu
         of giving its consent by notice given to Tenant within twenty (20)
         days after receipt of Tenant's written request for assignment or
         subletting. Such recapture shall terminate this Lease as to the
         applicable space effective on the prospective date of assignment or
         subletting, which shall be the last day of a calendar month and not
         earlier than sixty (60) days after receipt of Tenants request
         hereunder. In the event that Landlord shall not elect to recapture and
         shall thereafter give its consent, Tenant shall pay Landlord a
         reasonable fee, not to exceed $500.00, to reimburse Landlord for
         processing costs incurred in connection with such consent.


                                       7



         B. Notwithstanding any permitted assignment or subletting, Tenant
         shall at all times remain directly, primarily and fully responsible
         and liable for the payment of the rent herein specified and for
         compliance with all of its other obligations under the terms,
         provisions and covenants of this Lease. Upon the occurrence of an
         "event of default" as hereinafter defined, if the Premises or any part
         thereof are then assigned or sublet, Landlord, in addition to any
         other remedies herein provided, or provided by law, may at its own
         option collect directly from such assignee or subtenant all rents
         becoming due to Tenant under such assignment, transfer or sublease and
         apply such rent against any sums due to Landlord from Tenant hereunder
         and no such collection shall be construed to constitute a novation or
         a release of Tenant from the further performance of Tenant's
         obligations hereunder.

13.      INSURANCE, FIRE AND CASUALTY DAMAGE.

         A. Landlord agrees to maintain insurance covering the building of
         which the Premises are a part in an amount not less than eighty
         percent (80%) (or such greater percentage as may be necessary to
         comply with the provision of any co-insurance clauses of the policy)
         of the "replacement cost" thereof as such term is defined in the
         Replacement Cost Endorsement to be attached thereto, insuring against
         the perils of Fire, Lightning, Extended Coverage, Vandalism, and
         Malicious Mischief, extended by Special Extended Coverage Endorsement
         to insure all other risks or Direct Physical Loss, such coverages and
         endorsements to be as defined, provided and limited in the standard
         bureau forms prescribed by the insurance regulatory authority for the
         State in which the Premises are situated for use by insurance
         companies admitted in such state of the writing of such insurance
         risks located within such state. Subject to the provisions of
         subparagraph 13 C, D, E below, such insurance shall be for the sole
         benefit of Landlord and under its sole control. In the event the
         insurance policy shall contain a deductible, Tenant shall be liable
         for and pay any deductible withheld from insurance proceeds or payable
         under the terms of the insurance policy in the event of a claim or
         insurance loss thereunder.

         B. Tenant agrees to pay its proportionate share of Landlord's cost of
         carrying fire, extended coverage, worker's compensation, "all-risk"
         property contract, commercial general liability, umbrella liability,
         and earthquake ("Insurance") on the building. During each month of the
         tern of this Lease, Tenant shall make a monthly escrow deposit with
         Landlord equal to one-twelfth of its proportionate share of the
         Insurance on the building and grounds which will be due and payable
         for that particular year. Tenant authorizes Landlord to use the funds
         deposited by him with Landlord under this paragraph to pay the cost of
         such Insurance. Each Insurance Escrow Payment shall be due and
         payable, as additional rent, at the same time and manner of the
         payment of the monthly Insurance Escrow Payment is subject to increase
         or decrease as determined by Landlord to reflect an accurate monthly
         escrow or Tenant's estimated proportionate share of this Insurance.
         The Insurance Escrow Payment account of Tenant shall be reconciled
         annually. If the Tenant's total Insurance Escrow Payments are less
         than Tenant's actual pro rata share of the Insurance, Tenant shall pay
         Landlord upon demand the difference; if the total Insurance Escrow
         Payments of Tenant are more than Tenant's actual pro rata share of the
         Insurance, Landlord shall promptly refund the balance of such excess
         to Tenant after first crediting the excess to the next monthly payment
         by Tenant for its proportionate share of Taxes and Insurance. Tenant's
         cost of Insurance shall be computed by multiplying the cost of
         Insurance by a fraction, the numerator of which shall be the number of
         gross leaseable square feet of floor space in the Premises and
         denominator of which shall be the total applicable gross leasable
         square footage. The amount of the initial monthly Insurance Escrow
         Payment will be specified in the Basic Lease Information.


         C. If the building, of which the Premises are a part, should be
         damaged or destroyed by fire, tornado or other casualty, Tenant shall
         give immediate written notice thereof to Landlord.


                                       8



         D. If the building, of which the Premises is a part, should be totally
         destroyed by fire, tornado or other casualty, or if it should be
         damaged thereby that rebuilding or repairs cannot in Landlord's
         estimation be completed within two hundred (200) days after the date
         upon which Landlord is notified by Tenant of such damage, this Lease
         shall terminate and the rent shall be abated during the unexpected
         portion of this Lease, effective upon the date of the occurrence of
         such damage. Landlord shall give notice to Tenant in writing of its
         determination to terminate this Lease within ninety (90) days
         following the date of the occurrence of such damage.

         E. If the building, of which the Premises are a part, should be
         damaged by any peril covered by the Insurance to be provided by
         Landlord under subparagraph 13(A) above, but only to such extent that
         rebuilding or repairs can in Landlord's estimation be completed within
         two hundred (200) days after the date upon which Landlord is notified
         by Tenant of such damage, this Lease shall be terminated, and Landlord
         shall at its sole cost and expense thereupon proceed with reasonable
         diligence to rebuild and repair such building to substantially the
         condition in which it existed prior to such damage, except that
         Landlord shall not be required to rebuild, repair or replace any part
         of the partition, fixture, additions and other improvements which may
         have been placed in or about the premises by Tenant. If the Premises
         are untenantable in whole or in part following such damage, the rent
         payable hereunder during the period in which they are untenantable
         shall be reduced to such extent as may be fair and reasonable under
         all of the circumstances. In the event that Landlord shall fail to
         complete such repairs and rebuilding within two hundred (200) days
         after the date upon which Landlord is notified by Tenant of such
         damage, Tenant may at its option terminate this Lease by delivering
         written notice of termination to Landlord at Tenant's exclusive
         remedy, whereupon all rights and obligations hereunder shall cease and
         terminate.

         F. Notwithstanding anything herein to the contrary, in the event the
         holder of any indebtedness secured by a mortgage or deed of trust
         covering the Premises requires that the Insurance proceeds be applied
         to such indebtedness, then Landlord shall have the right to terminate
         this Lease by delivering written notice of termination to Tenant
         within fifteen (15) days after such requirement is made by any such
         holder, whereupon all rights and obligations hereunder shall cease and
         terminate.

         G. Each of Landlord and Tenant hereby releases the other from any loss
         or damage to property cause by fire or any other perils insured under
         them by way of subrogation or otherwise for any loss or damage to
         property caused by fire or any other perils insured in policies or
         Insurance covering such property, even if such loss or damage shall
         have been caused by the fault or neglect of the other party, or anyone
         for whom such party may be responsible; provided, however, that this
         release shall be applicable and in force and effect only with respect
         to loss or damage occurring during such time as the releasor's
         policies shall contain a clause or endorsement to the effect that any
         such release shall not adversely affect or impair said policies or
         prejudice the right of the releasor to recover thereunder and then
         only to the extent of the Insurance proceeds payable under such
         policies. Each of the Landlord and Tenant agrees that it will request
         Insurance carriers to include in its policies such a clause or
         endorsement. If extra cost shall be charged therefor, each party shall
         advise the other thereof and of the amount of the extra cost, and
         other party, at its election, may pay the same but shall not be
         obligated to do so.




                                       9

14.      LIABILITY.

         Landlord shall not be liable to Tenant or Tenant's employees, agents,
         guests, invitees or visitors, or ant other person whomsoever, for any
         injury to person or damage to property on or about the Premises,
         resulting from and/or caused on part or whole by the negligence or
         misconduct of Tenant, its employees, agents, servants, guests,
         invitees, or visitors or any other person entering upon the Premises,
         or caused by the building and improvements located on the Premises
         becoming out of repair, or caused by leakage of gas, oil, water or
         stream or by electricity emanating from Premises, or due to any cause
         whatsoever, and Tenant hereby covenants and agrees that it will at all
         times indemnify and hold safe and harmless the property, the Landlord
         (including without limitation the trustee and beneficiaries if
         Landlord is a trust), Landlord's employees, agents, servants, guests,
         invitees, and visitors from any loss, Liability, claims, suits costs,
         expenses, including without limitation attorney's fees and damages,
         both real and alleged, arising out of any such damage or injury;
         except injury to persons or damage to property the sole cause of which
         is the negligence of Landlord or the failure of Landlord to repair any
         part if the Premises which Landlord is obligated to repair and
         maintain hereunder with a reasonable time after the receipt of written
         notice from Tenant of needed repairs. Tenant shall procure and
         maintain throughout the term of this Lease a policy or policies or
         Insurance, at its sole cost and expense, insuring both Landlord and
         Tenant against all claims, demands or actions arising out of or in
         connection with (i) the Premises; (ii) the condition of the Premises;
         (iii) Tenant's operation in and maintenance and use of the Premises;
         and (iv) Tenant's liability assumed under this Lease, the limits of
         such policy or policies to be in the amount of not less that
         $1,000,000 per occurrence in respect of injury to persons (including
         death) and in respect of property damage or destruction, including
         loss of use thereof. All such policies shall be procured by Tenant
         from responsible Insurance companies satisfactory to Landlord.
         Certified copies of such policies, together with receipt evidencing
         payment of premiums therefor, shall be delivered to Landlord prior to
         the commencement date of this Lease. Not less than fifteen (15) days
         prior to the expiration date of any such policies, certified copies of
         the renewal thereof (bearing notions evidencing the payment of renewal
         premiums) shall be delivered to Landlord. Such policies shall further
         provide that not less than thirty (30) days written notice shall be
         given to Landlord before such policy nay be canceled or changed to
         reduce insurance provided thereby.

15.      CONDEMNATION.

         A. If the whole or any substantial part of the Premises should be
         taken for any public or quasi-public use under governmental law,
         ordinance or regulation, or by right or eminent domain, or by private
         purchase on lieu thereof and the taking would prevent or materially
         interfere with the use of the Premises for the purpose for which they
         are being used, this lease shall terminate and the rent shall be
         abated during the unexpected portion of this Lease, effective when the
         physical taking of said Premises shall occur.

         B. If part of the Premises shall be take for any public or
         quasi-public use under any governmental law, ordinance or regulation,
         or by right of eminent domain, or by private purchase in lieu thereof,
         and this Lease is not terminated as provided in the subparagraph
         above, this Lease shall not terminate but the rent payable hereunder
         during the unexpected portion of this Lease shall be reduced to such
         extent as may be fair and reasonable under all of the circumstances.

         C. In the event of any such taking or private purchase on lieu
         thereof, Landlord shall be entitled to receive the entire award.
         Tenant shall be entitled to make a claim in condemnation proceedings
         which does not reduce the amount of Landlord award, for the value of
         any furniture, furnishings and fixtures installed by and at the sole
         expense of Tenant.

16.      HOLDING OVER.

         Tenant will, at the termination of this Lease by lapse of time or
         otherwise, yield up immediate possession to Landlord. If Landlord
         agrees in writing that Tenant may hold over after the expiration or
         termination of this Lease, unless the parties hereto otherwise agree
         in writing on the terms of such holding over, the hold over tenancy
         shall be subject to termination by Landlord at any time upon not less
         that five (5) days advance written notice, or by Tenant any time upon
         not less than thirty (30) days advance written notice, and all of the
         other terms and provisions of this Lease shall be applicable during
         that period, except that Tenant shall pay Landlord from time to time
         upon demand, as rental for the period of any hold over, an amount
         equal to one and one-half (1-1/2) the Base Rent in effect on the
         termination date, plus all additional rental as defined herein,
         computed on a daily basis for each day of the hold over period. No
         holding over by Tenant, whether with or without consent of Landlord,
         shall operate to extend this Lease except as otherwise expressly
         provided. The preceding provisions of this paragraph 16 shall not be
         construed as Landlord's consent for Tenant hold over.

                                       10



17.      QUIET ENJOYMENT.

         Landlord covenants that it now has, or will acquire before Tenant
         takes possession of the Premises, good fee or leasehold title to the
         Premises, free and clear of all liens and encumbrances, excepting only
         the lien for current taxed not yet due, such mortgage or mortgages as
         are permitted by the terms of this Lease, zoning ordinance and other
         building and fire ordinances and governmental regulations relating to
         the use of such property and easements, restrictions and other
         conditions of record. In the event this Lease is a sublease, then
         Tenant agrees to take the Premises subject to the provisions of the
         prior leases. Landlord represents and warrants that it has full right
         and authority to enter into this Lease and that Tenant, upon paying
         the rental herein set forth and performing its other covenants and
         agreements herein set forth, shall peaceably and quietly have, hold
         and enjoy the Premises for the term hereof without hindrance or
         molestation from Landlord, subject to the terms and provisions of this
         Lease.

18.      EVENTS OF DEFAULT.

         The following events shall be deemed to be events of default by Tenant
         under this Lease:

         A. Tenant shall fail to pay an installment of the rent herein reserved
         when due, or any payment with respect to taxes hereunder when due, or
         any other payment or reimbursement to Landlord required herein when
         due, and such failure shall continue for a period of five (5) days
         from the date such payment was due.

         B. Tenant shall become insolvent, or shall make a transfer in fraud of
         creditors, or shall make an assignment for the benefit of creditors.

         C. Tenant shall file a petition under any section or chapter of the
         National Bankruptcy Act as amended, or under any similar law or statue
         of the United States or any State hereof; or Tenant shall be adjudged
         bankrupt or insolvent in proceedings filed against Tenant thereunder.

         D. A receiver or trustee shall be appointed for all or substantially
         all of the assets of Tenant.

         E. Tenant shall desert or vacate any substantial portion of the
         Premises.

         F. Tenant shall fail to comply with any term, provision or covenant of
         this Lease (other than the foregoing in this paragraph 18), and shall
         not cure such failure within twenty (20) days after written notice
         thereof to Tenant.

19.      REMEDIES.

         Upon the occurrence of any such event of default described in
         paragraph 18 hereof, Landlord shall have the option to pursue any one
         or more of the following remedies without any notice or demand
         whatsoever.

         A. Landlord may accelerate all rent payments due hereunder which shall
         then become immediately due and payable.

         B. Terminate this Lease, in which event Tenant shall immediately
         surrender the Premises to Landlord, and if Tenant fails so to do,
         Landlord may, without prejudice to any other remedy which may have for
         possession or arrearages in rent, enter upon and take possession of
         the Premises and expel or remove Tenant and any other person who may
         be occupying such Premises or any part thereof, by force if necessary,
         without being liable for prosecution or any claim of damages therefor,
         and Tenant agrees to pay to Landlord on demand the amount of all loss
         and damage which Landlord may suffer by reason of such termination,
         whether through inability to relet the Premises on satisfactory terms
         or otherwise.


                                       11



         C. Enter upon and take possession of the Premises and expel or remove
         Tenant and any other person who may be occupying such Premises or any
         part thereof, by force if necessary, without being liable for
         prosecution or any claim for damage therefor, and relet the Premises
         for such terms ending before, on or after the expiration date of the
         Lease Tern, at such rental and upon such other conditions (including
         concessions and prior occupancy periods) as Landlord in its sole
         discretion may determine, and receive the rent therefor; and Tenant
         agrees to pay to the Landlord on demand any deficiency that may arise
         by reason of such reletting. Landlord shall have no obligation to
         relet the Premises or any part thereof and shall not be liable for
         refusal or failure to relet or in the event of reletting for refusal
         or failure to collect any rent due upon such reletting. In the event
         Landlord is successful in reletting the Premises at a rental in excess
         of that agreed to be paid by Tenant pursuant to the terms of this
         Lease, Landlord and Tenant each mutually agree that Tenant shall not
         be entitled, under any circumstances, to such excess rental, and
         Tenant does hereby specifically waiver any claim to such excess
         rental.

         D. Enter upon the Premises, by force if necessary, without being
         liable for prosecution or any claim for damages therefor, and do
         whatever Tenant is obligated to do under the terns of this Lease; and
         Tenant agrees to reimburse Landlord on demand for any expenses which
         Landlord may incur in thus effecting compliance with Tenant's
         obligations under this Lease, and Tenant further agrees that Landlord
         shall not be liable for any damages resulting to the Tenant from such
         action, whether caused by the negligence of Landlord or otherwise.

         E. Whether or not Landlord retakes possession or relets the Premises,
         Landlord shall have the right to recover unpaid rents and all damages
         by Tenant's default, including attorney's fees. Damages shall include,
         without limitations: all rentals lost, all legal expenses and other
         related cost incurred by Landlord following Tenant's default, all
         costs incurred by Landlord in restoring the Premises to good order and
         condition, or in remodeling, renovating or otherwise preparing the
         Premises for reletting, all costs (including without limitation by any
         brokerage commissioned and the value of Landlord's time) incurred by
         landlord, plus interest thereon from the date of expenditure until
         fully repaid at the rate of eighteen percent (18%) per annum.

         F. In the event Tenant fails to pay any installment of rent,
         additional rent or other charges hereunder as and when such
         installment is due, to help defray the additional cost to Landlord for
         processing such late payments Tenant shall pay Landlord on demand a
         late charge in an amount equal to five percent (5%) of such
         installment, and the failure to pay such amount within ten (10) days
         after demand therefor shall be an event of default hereunder. The
         provision for such late charge shall be in addition to all of
         Landlord's other rights and remedies hereunder or at law and shall not
         be construed as liquidated damages or as limiting Landlord's remedies
         in any manner.

         G. Pursuit or any of the foregoing remedies shall not preclude pursuit
         of any of the other remedies herein provided or any other remedies
         provided by law, such remedies being cumulative and non-exclusive, nor
         shall pursuit of any remedy herein provided constitute a forfeiture or
         waiver of any rent due to Landlord hereunder or of any damages
         accruing to Landlord by reason of the violation of any of the terms,
         provisions and covenants herein contained. No act or thing done by the
         Landlord or its agents during the Lease Term hereby granted shall be
         deemed a termination of this Lease or an acceptance of the surrender
         of the Premises, and no agreement to terminate this Lease or accept a
         surrender of said Premises shall be valid unless in writing signed by
         Landlord. No waiver by Landlord or any violation or breach of any of
         the terms, provisions and covenants herein contained shall be deemed
         or construed to constitute a waiver of any other violation or breach
         of any of the term provisions and covenants herein contained.
         Landlord's acceptance of the payment of rental or other payments
         hereunder after the occurrence of an event of default shall not be
         construed as a waiver of such default, unless Landlord so notifies
         Tenant in writing. Forbearance by Landlord to enforce one or more of
         the remedies herein provided upon an event of default shall not be
         deemed or construed to constitute a waiver of such default or of
         Landlord's right to enforce any such remedies with respect to such
         default or any subsequent default. If, on account of any breach or
         default by Tenant in Tenant's obligations under the terms and
         conditions of this Lease, it shall become necessary or appropriate for
         Landlord to employ or consult with an attorney concerning or to
         enforce or defend any of Landlord's rights or remedies hereunder,
         Tenant agrees to pay any reasonable attorney's fees so incurred.


                                       12


20.      LANDLORD'S LIEN.

         In addition to any statutory lien for rent in Landlord`s favor,
         Landlord shall have and Tenant hereby grants to Landlord a continuing
         security interest for all rentals and other sums of money becoming due
         hereunder from Tenant, upon all goods, wares, equipment fixtures,
         furniture, inventory accounts, contract rights, chattel paper and
         other personal property of Tenant situated on the Premises, and such
         property shall not be removed therefrom without the consent of
         Landlord until all arrearages in rent as well as any and all other
         sums of money then due to Landlord hereunder shall first have been
         paid and discharged. In the event of a default under this Lease,
         Landlord shall have, in addition to any other remedies provided herein
         or by law, all rights and remedies under the Uniform Commercial Code,
         including without limitation the right to sell the property described
         in the paragraph 20 at public or private sale. Tenant hereby agrees to
         execute such financing statements and other instruments necessary or
         desirable in Landlord's discretion to perfect the security interest
         hereby created. Any statutory lien for rent is not hereby waived, the
         express contractual lien herein grated being in addition and
         supplementary thereto.

21.      MORTGAGES.

         Tenant accepts this Lease subject and subordinate to any mortgage(s)
         and/or deed(s) of trust now or at any time hereafter constituting a
         lien or charge upon the Premises or the improvements situated hereon,
         provided, however that if the mortgagee, trustee, or holder of any
         such mortgage or deed of trust elects to have Tenant's interest in
         this Lease superior to any such instrument, then by notice to Tenant
         from such mortgagee, trustee or holder, this Lease shall be deemed
         superior to such lien, whether this Least was executed before or after
         said mortgage or deed of trust. Tenant shall at any time hereafter on
         demand execute any instruments, releases or other documents which may
         be required by any mortgagee for the purpose of subjecting and
         subordinating this Lease to the Lien of any such mortgage.




22.      LANDLORD'S DEFAULT.

         In the event Landlord should become in default in any payment due on
         any such mortgage described in paragraph 21 hereof or in the payment
         of taxes or any other item which might become a lien upon the Premises
         and which Tenant is not obligated to pay under the terms and
         provisions of this Lease, Tenant is authorized and empowered after
         giving Landlord five (5) days prior written notice of such default and
         Landlord's failure to cure such default, to pay any such items for and
         on behalf of Landlord, and the amount of any item so paid by Tenant
         for or on behalf of Landlord, together with any interest or penalty
         required to be paid in connection therewith, shall be payable on
         demand by Landlord to Tenant, provided, however, that Tenant shall not
         be authorized and empowered to make any payment under the terms of
         this paragraph 22 unless the item paid shall be superior to Tenant's
         interest hereunder. In the event Tenant pays any mortgage debt in
         full, in accordance with this paragraph, it shall, at its election, be
         entitled to the mortgage security by assignment or subrogation.



23.      MECHANICS LIENS.

         Tenant shall have no authority, express or implied, to create or place
         any lien or encumbrance of any kind or nature whatsoever upon, or in
         any manner to bind, the interest of Landlord in the Premises or to
         charge the rentals payable hereunder for any claim in favor of any
         person dealing with Tenant, including those who may furnish materials
         or perform labor for any construction or repairs, and each such claim
         shall affect and each such lien shall attach to, if at all, only the
         leasehold interest granted to Tenant by this instrument. Tenant
         covenants and agrees that it will pay or cause to be paid all sums
         legally due and payable by it on account of any labor performed or
         materials furnished in connection with any work performed on the
         Premises on which any lien is or can be validly and legally asserted
         against its leasehold interest in the Premises or the improvements
         there on and that it will save and hold Landlord harmless from any and
         all loss, cost or expense based on or arising out of asserted claims
         or liens against the leasehold estate or against the right, title and
         interest of the Landlord in the Premises or under the terms of this
         Lease.

24.      NOTICES.

         Each provision of this instrument or of any applicable governmental
         laws, ordinances, regulations and other requirements with reference to
         the sending, mailing or delivery of any notice or the making of any
         payment by Landlord to Tenant or with reference to the sending,
         mailing or delivery of any notice or the making of any payment by
         Tenant to Landlord shall be deemed to be complied with when and if the
         following steps are taken:

         A. All rent and other payments required to be made by Tenant to
         Landlord hereunder shall be payable to Landlord at the address herein
         below set forth or at such other address as Landlord may specify from
         time to time by written notice delivered in accordance herewith.
         Tenant's obligation to pay rent and any other amounts to Landlord
         under the terms of this Lease shall not be deemed satisfied until such
         rent and other amounts have been actually received by Landlord.

         B. All payments required to be made by Landlord to Tenant hereunder
         shall be payable to Tenant at the address herein below set forth, or
         at such other address within the continental United States as Tenant
         may specify from time to time by written notice delivered in
         accordance herewith.


                                       13



         C. Any notice or document required or permitted to be delivered
         hereunder shall be deemed to be delivered whether actually received or
         not when deposited in the United States Mail, postage prepaid,
         Certified or Registered Mail, addressed to the parties hereto at the
         respective addresses set out below, or at such other address as they
         have theretofore specified by written notice delivered in accordance
         herewith:

         LANDLORD:                                       TENANT:

         REAL NET 181, LLC                               TANGO PACIFIC, INC
         4380 SW Macadam Ave, Suite 170                  18055 NE San Rafael St.
         Portland, OR  97239                             Portland, OR  97230

         If and when included within the term "Landlord", as used in this
         instrument, there are more than one person, firm or corporation, all
         shall jointly arrange among themselves for their joint execution of
         such a notice specifying some individual at some specific address for
         the receipt of notices and payments to Landlord; If and when included
         within the term "Tenant", as used in this instrument, there are more
         than one person, firm or corporation, all shall jointly arrange among
         themselves for their joint execution of such a notice specifying some
         individual at some specific address within the continental United
         States for the receipt of notices and payments to Tenant. All parties
         included within the terms "Landlord" and "Tenant", respectively, shall
         be bound by notices given in accordance with the provisions of this
         paragraph to the same effect as it each had received such notice.



25.      MISCELLANEOUS.

         A. Words of any gender used in this Lease shall be held and construed
         to include any other gender, and words in the singular number shall be
         held to include the plural, unless the contest otherwise requires.

         B. The terms, provisions and covenants and conditions contained in
         this Lease shall apply to, inure to the benefit of, and be binding
         upon, the parties hereto and upon their respective heirs, legal
         representatives, successors and permitted assigns, except as otherwise
         herein expressly provided. Landlord shall have the right to assign any
         of it rights and obligations under this Lease. Each party agrees to
         furnish to the other, promptly upon demand, a corporate resolution,
         proof of due authorization by partners, or other appropriate
         documentation evidencing the due authorization of such part to enter
         into this Lease.

         C. The captions inserted in this Lease are for convenience only and in
         no way define, limit or otherwise describe the scope or intent of this
         Lease, or any provision hereof, or in any way affect the
         interpretation of this Lease.

         D. Tenant agrees from time to time within ten (10) days after request
         of Landlord, to deliver to Landlord, or Landlord's designee, an
         estoppel certificate stating that this Lease is in full force and
         effect, the date to which rent has been paid, the unexpired term of
         this Lease and such other matters pertaining to this Lease as may be
         requested by Landlord. It is understood and agreed that Tenant's
         obligation to furnish such estoppel certificates in a timely fashion
         is a material inducement for Landlord's execution of this lease.


                                       14


         E. This Lease may not be altered, changed or amended except by an
         instrument in writing signed by both parties hereto.

         F. All obligations of Tenant hereunder not fully performed as of the
         expiration or earlier termination of the term of this Lease shall
         survive the expiration or earlier termination of the Term hereof,
         including without limitation all payment obligations with respect to
         taxes and insurance and all obligations concerning the condition of
         the Premises. Upon the expiration or earlier termination of the Term
         hereof, and prior to Tenant vacating the Premises, Tenant shall pay to
         Landlord any amount reasonably estimated by Landlord as necessary to
         put the Premises, including without limitation all heating and air
         conditioning systems and equipment therein, in good condition and
         repair pursuant to paragraph 10(B) hereof. Tenant shall also, prior to
         vacating the Premises, pay to Landlord the amount, as estimated by
         Landlord, of Tenant's obligation hereunder for real estate taxes and
         insurance premiums for the year in which the Lease expires or
         terminates. All such amounts shall be used and held by Landlord for
         payment of such obligations of Tenant hereunder, with Tenant being
         liable for any additional costs therefore upon demand by Landlord, or
         with any excess to be returned to Tenant after all such obligation
         shave been determined and satisfied, as the case may be. Any security
         deposit held by Landlord shall be credited against the amount payable
         by Tenant under this paragraph 25(F).

         G. If any clause or provision of this Lease is illegal, invalid or
         unenforceable under present or future laws effective during the Term
         of this Lease, then and in that event, it is the intention of the
         parties hereto that the remainder of this Lease shall not be affected
         thereby, and it is also the intention of the parties to this Lease
         that in lieu of each clause or provision of this Lease that is
         illegal, invalid or unenforceable, there be added as part of this
         Lease contract a clause or provision as similar in terms to such
         illegal, invalid or unenforceable clause or provision as my be
         possible and be legal, valid and enforceable.

         H. Because the Premises are on the open market and are presently being
         shown, this Lease shall be treated as an offer with the Premises being
         subject to prior Lease and such offer subject to withdrawal or
         non-acceptance by Landlord or to other use of the Premises without
         notice, and this Lease shall not be valid or binding unless and until
         accepted by Landlord in writing and a fully executed copy delivered to
         both parties hereto.

         I. All references in this Lease to "the date hereof" or similar
         references shall be deemed to refer to the last date, in point of
         time, on which all parties hereto have executed this Lease.


26.      LIABILITY OF LANDLORD.

         Tenant agrees that no trustee, officer, employee, agent or individual
         partner of Landlord, or its constituent entities, shall be personally
         liable for any obligation of Landlord hereunder, and that Tenant must
         look solely to the interests of Landlord, or its constituent entities
         in the subject real estate, for the enforcement of any claims against
         Landlord arising hereunder.


27.      ADDITIONAL PROVISIONS.

         See Addendum "A".

                                       15





 LANDLORD                                    TENANT


 By:                                                  By:
     ----------------------------------------             ----------------------------------------

 Title:                                               Title:
        -------------------------------------                -------------------------------------

 Name:                                                Name:
       --------------------------------------               --------------------------------------
          (Print)                                              (Print)







                                       16






                                  ADDENDUM "A"



      1. BASE RENT ADJUSTMENTS:



                  The Base Rent shall adjust according to the following schedule:
                           9/1/2003 - 12/31/2004     $15,000 NNN
                           1/1/2005 - 12/31/2005     $20,705 NNN
                           1/1/2006 - 12/31/2006     $21,223 NNN
                           1/1/2007 - 12/31/2007     $21,753 NNN
                           1/1/2008 - 12/31/2008     $22,297 NNN



      2. Tenant Improvements/Allowance:

         With the exception of the construction of a partition to divide 2023
         NE 181st Avenue to allow for at least 20,000 square feet of space on
         the east side of the building, Tenant agrees to take the Premises in
         "as-is" condition.

         Landlord agrees to provide a Tenant Improvement Allowance in an amount
         not to exceed $75,000.00 so that Tenant may make repairs, if
         necessary, and construct additional improvements. All repairs and
         improvements are to be mutually agreed upon by Landlord and Tenant and
         will be paid directly by Landlord except that, if Tenant elects to pay
         any amount directly, Tenant must first receive landlord's prior
         written approval.


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         If Tenant seeks reimbursement from Landlord then, Landlord shall pay
         such amount to tenant within thirty (30) days after the following have
         been satisfied:

(a)      Submission of itemized invoices relating to such improvements;
(b)      Completion of work;
(c)      Submission of appropriate lien waivers, if necessary.

      3. Master lease

         Tenant is aware the Landlord is the Master Tenant under a master lease
         agreement for the Premises. In the event of default by the Master
         Tenant under the master lease, all rights and responsibilities
         associated with this Agreement shall pass to the Landlord under the
         Master Lease.

4.       PURCHASE OPTION

         Tenant shall have the option to purchase both buildings for $3,200,000
         plus the cost of the improvements made to both buildings between
         September 1, 2003 and the date the purchase is closed by the Tenant.
         If the Option is exercised, the Tenant must either assume the
         financing in place at the time Option is exercised or pay any
         prepayment penalties associated with the loan. The Option will require
         6 months notice prior to Closing and may only be exercised between
         12th and 24th month of the lease. Closing of the purchase shall not
         occur prior to August 15, 2004.



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