LEASE BETWEEN:

eAcceleration Corporation

And

Olympic Place II, L.L.C.

For the term:

February 1, 2000 to January 31, 2004

TABLE OF CONTENTS

COMMENCEMENT OF LEASE AND OCCUPANCY. . . . . . . . . . . . . . . . . . . 1

PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

COSTS OF OPERATIONS AND REAL ESTATE TAXES. . . . . . . . . . . . . . . . 3

DEPOSIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

SERVICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ACCEPTANCE OF PREMISES AND REPAIRS . . . . . . . . . . . . . . . . . . . 6

CARE OF PREMISES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ACCIDENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

USE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

LIENS AND INSOLVENCY . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ACCESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

POSSESSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

DAMAGE OR DESTRUCTION. . . . . . . . . . . . . . . . . . . . . . . . . . 10

NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

GOVERNMENTAL FEES (TAXES). . . . . . . . . . . . . . . . . . . . . . . . 11

SIGNS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ALTERATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

DEFAULT AND RE-ENTRY . . . . . . . . . . . . . . . . . . . . . . . . . . 12

COSTS AND ATTORNEYS FEES . . . . . . . . . . . . . . . . . . . . . . . . 13

REMOVAL OF PROPERTY. . . . . . . . . . . . . . . . . . . . . . . . . . . 13

NON-WAIVER OF BREACH . . . . . . . . . . . . . . . . . . . . . . . . . . 14

HEIRS AND SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . . . . 14

HOLDOVER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

SUBORDINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ESTOPPEL CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . . . 15

MUTUAL WAIVER OF SUBROGATION . . . . . . . . . . . . . . . . . . . . . . 15

BROKER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

LANDLORD'S LIMITED LIABILITY . . . . . . . . . . . . . . . . . . . . . . 17

CAPTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

INCORPORATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18

CONDITIONS OF OCCUPANCY. . . . . . . . . . . . . . . . . . . . . . . . . 18

ADDENDUM A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ADDENDUM B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

OFFICE LEASE

In consideration of the rents and covenants set forth below, this Lease is
made in duplicate this 10th day of December, 1999 between Olympic Place II,
L.L.C. hereinafter referred to as "Landlord," and eAcceleration Corporation
hereinafter referred to as "Tenant."

RECITALS

A. Landlord is owner of the real property known as Olympic Place II which
street address is ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, and which is
leased for commercial office space and legally described as: See Exhibit A.

B. Tenant desires to take possession of the leased premises hereunder
described for the purpose of a business office and training center and for no
other business or purposes without the written consent of the Landlord.

LEASE TERMS AND CONDITIONS

1. COMMENCEMENT OF LEASE AND OCCUPANCY:

The Landlord agrees that the premises shall be made ready for occupancy,
and the Tenant agrees to occupy the premises and to commence the payment of rent
on February 1, 2000.

2. PREMISES:

The Landlord hereby leases and demises unto the Tenant, and the Tenant
hereby leases and takes from the Landlord, for the term, at the rental, and upon
the covenants and conditions hereinafter set forth, the office space referred to
herein as the "premises," and described as follows: The entire lower level of
Olympic Place II (except for elevator, electrical, sprinkler system and
maintenance storage rooms) consisting of approximately 10,190 square feet.

3. TERM:

The term of this Lease shall commence on the 1st day of February, 2000 for
a period of four (4) years terminating on the 31st of January, 2004 (with the
understanding that Raytheon Systems Company Lease expires January 31, 2000.
Raytheon shall vacate premises prior to January 31, 1999). Tenant may take
possession upon the move out of present Tenant and Landlord shall notify
Acceleration when present Tenant has vacated. Rent shall not commence until
February 1, 2000. If the Lease has been and continues to be in good standing,
Tenant, with one hundred twenty (120) day written notice to Landlord prior to
the expiration date of this Lease, shall have the option to renew this Lease for
additional three year term under the same terms and conditions except for rent
which shall be negotiated and agreed to ninety (90) days prior t the expiration
of this Lease. If the parties cannot agree within the time allowed then they
shall agree on an arbitrator to set rent for the renewal term, or failing to
agree on an arbitrator, either party may apply to the Kitsap County Superior
Court for the designation of an arbitrator to set rent for the renewal term. If
the Lease has been and continues to be in good standing, Tenant, with one
hundred twenty (120) day written notice to Landlord prior to the expiration date
of the first option period, shall have the option to renew this Lease for a
second additional three year term under the same terms and conditions except for
rent which shall be negotiated and agreed to ninety (90) days prior to the
expiration of the first optioned period. If the parties cannot agree within the
time allowed then they shall agree on an arbitrator to set rent for the renewal
term, or failing to agree on an arbitrator, either party may apply to the Kitsap
County Superior Court for the designation of an arbitrator to set rent for the
renewal term. Tenant shall have the right to cancel this Lease during the last
two years of the initial term by providing at least six (6) months written
notice to Landlord and the payment of any unamortized leasing commissions and
tenant improvements. In the event the Landlord for any reason is unable to
deliver said premises on the date specified, the Lease shall not be void or
voidable, but rent shall be abated in the proportion to the time delay in the
availability of said premises. Inability to deliver said premises on the date
above stated shall not effect the termination date as stated in this paragraph.

4. RENT:

Annual Rental. Tenant shall pay to Landlord during the term of this Lease
as rental for the premises the sum $7,642.50 ($9.00 per square foot) for months
1-4, $8,491.67 ($10.00 per square foot) for months 5-12 in advance of the first
day of each calendar month. Thereafter, the rent will be increased on each
anniversary date of the Lease by .30 cents (year 2 - $10.30 psf, year 3 - $10.60
psf, year 4 - $10.90 psf) during the initial four year term of the Lease. All
rental to be paid by Tenant to the Landlord shall be in lawful money of the
United States of America and shall be paid without deduction or offset, prior to
notice or demand at Olympic Place II, L.L.C., c/o Pioneer Square Properties, ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place as Landlord may
hereafter designate. There will be a $25.00 late charge for any check received
after the 10th of the month. There will also be an interest charge of 1 1/2% per
month on any unpaid balance over 30 days.

5. COSTS OF OPERATIONS AND REAL ESTATE TAXES:

(a) Definitions. In addition to the Rent provided in Section 4 of this
Lease, Tenant shall pay to Landlord increases under this Section 5 as
AAdditional Rent , utilizing the following definitions:

(I) AOperating Costs shall mean:

(1) Taxes on real property and personal property; charges and
assessments levied with respect to the Land, the Building, any improvements,
fixtures and equipment, and all other property of Landlord, real or personal,
used directly in the operation of the Building; and any taxes levied or assessed
in addition to or in lieu of, in whole or in part, such real property or
personal property taxes, or any other tax upon leasing of the Building or rents
collected, but not including any federal or state income, estate, inheritance or
franchise tax; and

(2) All other expenses paid or incurred by Landlord for obtaining
services and products for maintaining, operating and repairing the Building and
the personal property used in conjunction therewith, including without
limitation, the costs of garbage collection, water, sewer and other utilities

services, electricity, gas and other similar energy sources, supplies,
janitorial and cleaning services, window washing, landscape maintenance,
services of independent contractors, compensation (including employment taxes
and fringe benefits) of all persons who perform duties in connection with the
operation, maintenance and repair of the Building, its equipment and the Land
upon which it is situated, insurance premiums, licenses, permits, and inspection
fees, customary management fees, legal and accounting expenses and any other
expenses or changes whether or not hereinabove described, which in accordance
with generally accepted accounting and management practices would be considered
an expense of maintaining, operation, or repairing the Building, excluding or
deducting, as appropriate:

(A) Costs of any special services rendered to individual tenants
(including Tenant) for which a special charge is collected:

(ii) ▇▇▇▇▇▇ Year shall mean the twelve-month period commencing
January 1 and ending December 31.

(iii) AActual Operating Costs means the actual expenses paid or
incurred by Landlord for Operating Costs during any Lease Year of the term
hereof.

(iv) AActual Operating Costs Allocable to the Premises means the
Tenant=s share of the Actual Operating Costs determined by multiplying Tenants=s
Percentage of the Building be the Actual Operating Costs.

(v) AEstimated Operating Costs Allocable to the Premises means
Landlord=s estimate of Actual Operating Costs Allocable to the Premises for
the following Lease year to be given by Landlord to Tenant pursuant to
Section 5(b)(I) below.

(vi) ABase Service Year shall be 2000.

(b) Additional Rent for Estimated Increases in Operating
Costs.

(I) At the beginning of each Lease Year after the Base Service Year,
during the term hereof, Landlord shall furnish

Tenant a written statement of the Estimated Operating Costs Allocable to the
Premises for such Lease Year, and a calculation of the Additional Rent as
follows: One-twelfth (1/12) of the amount, if any, by which such amount exceeds
the Operating Costs Allocable to the Premises for the Base Service Year shall be
Additional Rent payable by Tenant as provided in Section 4 for each month during
such Lease Year.

(ii) Within ninety (90) days after the close of each Lease Year during
the term hereof for which an estimated statement was delivered to Tenant
pursuant to subsection (b) (I) above, or as soon thereafter as practicable,
Landlord shall deliver to Tenant a written statement setting forth the Actual
Operating Costs Allocable to the Premises during the preceding Lease Year or
such prorated portion thereof if this Lease commences or terminates on a day
other than the first or last day of a Lease Year (based on a 365 day Lease
Year). If such costs for any Lease Year exceed Estimated Operating Costs
Allocable to the Premises paid by Tenant to Landlord pursuant to subsection (b)
(I), Tenant shall pay the amount of such excess to Landlord as Additional Rent
within thirty (30) days after receipt of such statement by Tenant. If such
statement shows such costs to be less than the amount paid by Tenant to Landlord
pursuant to subsection (b) (I), then the amount of such overpayment by Tenant
shall be credited by Landlord to the next Rent payable by Tenant.

(c) Determinations. The determination of Actual Operating Costs and
Estimated Operating Costs Allocable to the Premises shall be made by Landlord.
Landlord or its agent shall keep records in reasonable detail showing all
expenditures made for the items enumerated above, which records shall be
available for inspection by Tenant at any reasonable time.

(d) Base Rent, Notwithstanding anything to the contrary in this Section 5,
the Rent payable by Tenant shall in no event be less than the Rent specified in
Section 4 of this Lease.

(e) Tenant s Percentage of the Building. 29.8% calculated by dividing the
area of the Premises (10,190 net rentable square feet) by the area of the
Building (34,190 net rentable square feet).

6. DEPOSIT:

Tenant shall deposit with Landlord upon execution of this lease the sum of
$8,600.00 as security for Tenant's faithful performance of Tenant's obligations
hereunder. If Tenant fails to pay rent or other charges due hereunder, or
otherwise defaults with respect to any provisions of this lease, Landlord may
without notice to Tenant use, apply or retain all or any portion of said deposit
for the payment of any rent or other charges in default or for the payment of
any other sum to which Landlord may become obligated by reason of Tenant's
default or to compensate Landlord for any loss or damage which Landlord may
suffer thereby, including costs of storing tenant's personal property upon
execution of termination of this lease. If Landlord so uses or applies all or
any portion of said deposit, Tenant shall within five (5) days after written
demand therefore deposit cash with Landlord in an amount sufficient to restore
said deposit to the full amount hereinabove stated. The deposit referenced
herein shall not be maintained in a segregated account and will not accrue
interest for the benefit of the Tenant. If Tenant performs all of Tenant's
obligations hereunder, said deposit or so much thereof as has not theretofore
been applied by Landlord shall be returned, without payment of interest or other
increment for its use, to Tenant (or at Landlord's option, to the last assignee,
if any, of Tenant's interest hereunder) within sixty (60) days of either the
expiration of the term hereof or after Tenant has vacated the premises,
whichever is later. Landlord shall deliver the funds deposited herein to the
purchaser of the building, in the event the building is sold (or give such
purchaser a credit against the purchase price in the amount of such deposit) and
thereupon Landlord shall be discharged from all
further liability with respect to such deposit.

7. SERVICES:

The Landlord, so long as Tenant is not in default of any provisions of this
Lease, shall furnish the leased premises with a self-service elevator, and
shall, during the ordinary business hours provide heating and air conditioning,
water, electrical current for normal office equipment, and the garbage pickup in
reasonable amounts for office purposes. Ordinary business hours are defined as
Monday through Friday, 7:30 am to 6:00 pm.

Janitorial services and supplies for the leased premises shall not be provided
by the Landlord and shall be the responsibility of the Tenant. The Landlord
shall not be liable for any losses or damages caused by or resulting from any
interruption or failure of any municipal utility service, or as the result of
mechanical breakdown of elevator, heating or air conditioning due to causes
beyond the control or responsibility of the Landlord, and no such temporary
interruption or temporary failure of such services incident to restoring
services to the building or due to accident or strike or other conditions or
events not under Landlord's control or responsibility, shall be deemed an
eviction of the Tenant or relieve the Tenant of any of the Tenant's obligations
hereunder. (If Tenant uses more than normal power for office use due to special
equipment or longer than regular business hours, then Tenant will pay the
difference in costs for said extra power use.)

8. ACCEPTANCE OF PREMISES AND REPAIRS:

The Tenant accepts the premises in its present condition except for those
items specified in Addendum B. All normal repairs necessary to maintain premises
in a tenantable condition shall be done by or under the direction of the
Landlord, at Landlord's expense, except those caused by negligence or acts of
Tenant, his agents or invitees, which repairs shall be made at sole cost of
Tenant. Landlord shall be the sole judge of what repairs are necessary. Tenant
will at all times keep the premises neat, clean and in a sanitary condition.
Except for reasonable wear and tear and damage by unavoidable casualty, Tenant
will at all times preserve said premises in as good a repair as they now are or
may hereafter be put to. Tenant agrees that at the expiration or sooner
termination of this Lease, Tenant will quit and surrender the said premises in a
neat and clean condition, and will deliver up all keys belonging to said
premises to the Landlord or Landlord's agent.

9. CARE OF PREMISES:

The Landlord shall not be called upon to make any improvements of any kind
upon said premises. The premises shall at all times be kept and used in
accordance with the laws of the State of Washington and ordinances of the City
of Poulsbo, and in accordance with all directions, rules and regulations of the

health officer, fire ▇▇▇▇▇▇▇▇, building inspector, or other proper officer of
the City of Poulsbo at the sole cost and expense of Tenant, and Tenant will
permit no waste, damage or injury to the premises; nor will Tenant maintain
anything that might be dangerous to life or limb or overload the floors, or
permit any objectionable noise or odor to escape from said premises, or permit
anything to be done upon the leased premises in any way that will tend to create
a nuisance or to disturb any other tenant of the building, or use or permit the
use of the premises for any illegal purpose. The Landlord will make all repairs
they, at their sole discretion, shall deem reasonably necessary for the
continued operation of the building unless otherwise provided in this agreement.

10. ACCIDENTS:

All personal property on said leased premises shall be at the risk of
Tenant. Landlord shall not be liable for any damage, either to person or
property, sustained by Tenant or others, caused by any defects now in said
premises or hereafter occurring therein, or due to the condition of any
buildings hereafter erected to any part or appurtenance thereof becoming out of
repair, or caused by fire or by the bursting or leaking water, gas, sewer or
steam pipes. Tenant agrees to defend and hold Landlord and Landlord's agent
harmless from any and all claims arising out of Tenant's negligence for damages
suffered or alleged to be suffered in or about the leased premises by any
person, firm or corporation. Tenant shall defend, indemnify, and hold Landlord
harmless from and against any claim, loss, expense or damage to any person or
property in or upon the demised premises or any area allocated to or used
exclusively by the Tenant or its agents, employees, or invitees arising out of
Tenant's use or occupancy of said premises, or any act of neglect of Tenant or
Tenant's servants, employees, or agents, or any change, alteration or
improvement made by Tenant in the demised premises, including injury to persons
or damage to property occasioned in part but not wholly by defect in premises.

11. USE:

The Tenant shall conduct and carry on in said premises, continuously during
the term hereof, the business for which said premises are leased, and shall not
use the premises for lodging

or sleeping purposes, or any illegal purposes. The Tenant agrees that no stock
of goods will be carried, or anything done in or about the premises which will
increase the present rate of insurance, provided, however, if the Tenant shall
engage in such business with the consent of the Landlord, which business shall
increase insurance rates, Tenant shall pay such increase. The Tenant agrees that
no hazardous materials as defined in WAC 173.303 as currently adopted or as may
be amended and RCW 70.105D.020(5) will be handled, stored or disposed of within
the leased premises or common areas of the building. Tenant agrees that it has
determined to Tenant's satisfaction that the premises can be used for the
purpose for which they are leased and waives any right to terminate this lease
in the event the premises cannot be used for such purposes or for any reason may
not be used for purposes during the term of this Lease.

12. LIENS AND INSOLVENCY:

Tenant shall keep the leased premises and the property in which the leased
premises are situated, free from any liens arising out of any work performed,
materials furnished or obligations incurred by Tenant. In the event Tenant
becomes insolvent, voluntarily or involuntarily bankrupt, or if a receiver,
assignee or other liquidating officer is appointed for the business of the
Tenant, then the Landlord may cancel this Lease at Landlord's option.

13. ASSIGNMENT:

Tenant shall not assign this Lease or any part thereof and shall not let or
sublet the whole or any portion of the premises without the prior written
consent of Landlord or Landlord's agent such consent shall not be unreasonably
withheld. However, Landlord may reasonably consider the financial condition,
nature of business activities and need for modifications to the premises in
exercising its reasonable decision to allow or disallow a proposed assignment.
This Lease shall not be assignable by operation of law. If Tenant is a
corporation, then any transfer of this Lease from Tenant by merger,
consolidation or liquidation and any change in the ownership of, or power to
vote, the majority of its outstanding voting stock shall constitute an
assignment for the purposes of this paragraph. Any assignment of this Lease
shall not extinguish or diminish the liability of the

Tenant herein. If consent is once given by the Landlord to the assignment of
this Lease, or any interest therein, Landlord shall not be bound from afterwards
refusing to consent to any further assignment.

14. ACCESS:

Tenant will allow Landlord or Landlord's agent free access at all
reasonable times to said premises for the purpose of inspection or of making
repairs, additions or alterations to the premises or any property owned by or
under control of the Landlord but this right shall not be construed as an
agreement on the part of the Landlord to make repairs, additions or alterations.
The Landlord shall have the right to show the premises to prospective tenants
during business hours only for ninety (90) days prior to the expiration of this
Lease.

15. POSSESSION:

In the event of the inability of Landlord to deliver possession of the
premises, or any portion thereof, at the time of commencement of the term of
this Lease, neither Landlord nor Landlord's agent shall be liable for any damage
caused thereby, nor shall this Lease thereby become void but can be voidable,
nor shall the term herein specified be in any way extended, but in such event,
Tenant shall not be liable for any rent until such time as Landlord can deliver
possession of the premises to the Tenant. Tenant agrees to accept same at such
time and both Landlord and Tenant agree to be bound by all of the provisions and
obligations hereunder during such prior period, except that no rental shall be
payable for such prior period.

16. DAMAGE OR DESTRUCTION:

In the event that the premises are damaged to such an extent as to render
the same untenantable in whole or in a substantial part thereof or are destroyed
so as to render the premises untenantable for the stated purposes, it shall be
optional with the Landlord or Tenant to terminate this Lease. After the
happening of any such contingency, the Tenant shall give the Landlord or
Landlord's agent immediate written notice thereof. Landlord shall have not more
than 30 days after the date of such notification to notify the Tenant in writing
of Landlord's

intentions to repair or rebuild said premises, or the part so damaged as
aforesaid, and if Landlord elects to repair or rebuild said premises, Landlord
shall prosecute the work of such repairing or rebuilding without unnecessary
delay and during such period, the rent of said premises shall be abated in the
same ratio that the portion of the premises rendered for the time being unfit
for occupancy shall bear to the whole of the leased premises. If the Landlord
shall fail to give notice aforesaid, and if the premises have been rendered
untenantable in whole or in substantial part, Tenant shall have the right to
declare this lease terminated by written notice served upon the Landlord or
Landlord's agent.

In the event the building in which the premises hereby leased are located
shall be damaged (even though the premises hereby leased shall not be damaged
thereby) to such an extent that in the opinion of the Landlord it shall not be
practicable to repair or rebuild, or is destroyed, then it shall be optional
with the Landlord to terminate this Lease by written notice serviced within 30
days after such damage or destruction.

If the whole or any part of the demised premises shall be acquired or
condemned by Eminent Domain for any public or quasi-public use or purpose, then
and in that event, the term of this lease shall cease and terminate from the
date of title vesting in such proceeding and Tenant shall have no claim for the
value of any unexpired term of said lease.

17. NOTICES:

All notices to be given by the parties hereto shall be in writing and may
either be delivered: (a) personally, or (b) by depositing same in the United
States Mail, postage prepaid, regular mail and certified or registered mail. If
such notice is to be given to the Landlord, the notice shall be addressed to the
Landlord or Landlord's agent. If such notice is to be given to Tenant, notice
may be addressed to Tenant at the leased premises or at such other address as
Tenant may direct in writing.

18. GOVERNMENT FEES (TAXES):

The Tenant shall pay prior to delinquency all taxes assessed against and
levied upon leasehold improvements, fixtures,

furnishings, equipment, and all other personal property of Tenant contained in
the premises or elsewhere. Tenant shall cause said leasehold improvements, trade
fixtures, furnishings, equipment and all other personal property to be assessed
and billed separately from the real property of Landlord. If any of Tenant's
personal property shall be assessed with Landlord's real property, Tenant shall
pay Landlord taxes attributable to Tenant within ten (10) days after receipt of
written notice from Landlord setting forth the taxes applicable to Tenant's
property, and if Tenant fails to do so, Landlord may make such payment and the
amount so paid, together with interest thereon from the date paid shall be
additional rent and shall be due and payable to Landlord on the next succeeding
date on which a base rental installment is due.

19. SIGNS:

All signs or symbols placed in the windows or doors of the premises, or
upon any exterior part of the building by the Tenant shall be subject to the
prior written approval of the Landlord or Landlord's agent. Any signs so placed
on the premises shall be so placed with the understanding and agreement that
Tenant will remove same at the termination of the tenancy herein created and
repair any damage or injury to the premises caused thereby and if not so removed
by Tenant then Landlord may have same so removed and undertake such repairs and
restorative work at Tenant's expense.

20. ALTERATIONS:

Tenant shall not make any material alterations, additions or improvements,
including painting, in said premises or in common areas without the consent of
Landlord in writing, and all alterations, additions and improvements which shall
be made, shall be at the sole cost and expense of Tenant, and shall become the
property of the Landlord and shall remain in and be surrendered with the
premises as a part thereof at the termination of this Lease, without
disturbance, molestation or injury. If the Tenant shall perform work with the
consent of the Landlord as aforesaid, Tenant agrees to comply with all laws,
ordinances, rules and regulations of the City of Poulsbo, Kitsap County, or any
other authorized public authority. The Tenant further agrees to save the
Landlord free and harmless from

damage, loss or expense arising out of the said work. Tenant agrees that
Landlord has the right, though not the duty, to make alterations to the premises
and to the building in which the premises are situated, and Landlord shall not
be liable for any damage which Tenant might suffer by reason of such
undertaking. See Addendum B for Tenant Improvement provisions.

21. DEFAULT AND RE-ENTRY:

If Tenant fails to keep or perform any covenants and agreements herein
contained, then the same shall constitute a breach hereof, and if Tenant has not
remedied such breach within three (3) business days after written notice thereof
with respect to monetary obligations of Tenant, and within ten (10) calendar
days after written notice with respect to nonmonetary obligations of Tenant,
then Landlord may, at its option, without further notice or demand:

(a) cure such breach for the account and at the expense of Tenant, and such
expense shall be deemed additional rent due on the first of the following month;
or

(b) re-enter the premises, remove all persons therefrom, take possession of
the premises, and remove all equipment, fixtures and personal property therein
at Tenant's risk and expense, and (1) terminate this lease, or (2) without
terminating the lease or in any way affecting the rights and remedies of
Landlord or the obligations of Tenant, relet the whole or any part of the
premises, as agent for Tenant, upon such terms and conditions and for such term
as Landlord may deem advisable, in which event the rents received shall first be
applied to the costs and expenses of reletting, including necessary repairs and
removal of Tenant=s improvements and any real estate commission incurred, the
balance of such rent shall be applied toward payment of all sums due or to
become due to Landlord hereunder, and Tenant shall pay monthly to Landlord any
deficiency; however, Landlord shall not be required to pay any excess to Tenant.
For purposes of determining such deficiency, monthly percentage rent shall be
included by taking the average percentage rent during the 12 months preceding
the default or breach by Tenant.

The failure of Landlord to terminate this lease at any time for the breach
of any of the terms hereof shall be deemed only an

indulgence by Landlord, and shall not be construed to be a waiver of rights of
Landlord as to any continued or subsequent breach. All past due amounts owing to
Landlord under this lease including rent shall be assessed interest at an annual
percentage rate of eighteen percent (18%) from the date due or date of invoice,
whichever is earlier, until paid, and shall be in addition to the late charge
referenced in paragraph 4 of this lease.

The above remedies are cumulative and in addition to any other remedies now
or hereinafter allowed by law or elsewhere provided in this lease.

22. COSTS AND ATTORNEYS FEES:

If by reason of any default on the part of the Tenant it becomes necessary
for the Landlord to employ an attorney or in case Landlord shall bring suit to
recover any rent due hereunder, or for breach of any provision of this Lease or
to recover possession of the leased premises, or if Tenant shall bring any
action for any relief against Landlord, declaratory or otherwise, arising out of
this Lease, the prevailing party shall have and recover against the other party
in addition to the cost allowed by law, such sum as the court may adjudge to be
a reasonable attorney's fee. In the event the Tenant defaults in the payment of
rental, the Tenant agrees to pay for the cost of any collection agency, or
attorney, employed by the Landlord.

23. REMOVAL OF PROPERTY:

Upon court order or abandonment, in the event of any entry in or taking
possession of, the leased premises, the Landlord shall have the right, but not
the obligation, to remove from the leased premises all personal property located
therein, and may store the same in any place selected by Landlord, including but
not limited to a public warehouse or other space owned or controlled by Landlord
or managed by agent, at the expense and risk of the owners of such personal
property, and the expense and/or risk of Tenants with the right to sell such
stored property, without notice to Tenant, after it has been stored for a period
of thirty (30) days or more, the proceeds of such sale to be applied first to
the cost of such sale, second to the payment of the charges for storage, if any,
and third to the payment of other sums of money which may then be due from
Tenant

to Landlord under any of the terms hereof, the balance, if any, to be paid to
Tenant. Tenant hereby waives all claims for damages that may be caused by
Landlord's re-entry and taking possession of the premises or removing and
storing the property of Tenant as provided in this Lease, and will hold Landlord
harmless from loss, costs or damage occasioned by Landlord thereof, and no such
re-entry shall be considered or construed to be a forcible entry.

24. NON-WAIVER OF BREACH:

The failure of the Landlord or Tenant to insist upon strict performance of
any of the covenants and agreements of this Lease, or to exercise any option
herein conferred in any one or more instances, shall not be construed to be a
waiver or relinquishment of any such, or any other covenants or agreements, but
the same shall be and remain in full force and effect.

25. HEIRS AND SUCCESSORS:

Subject to the provisions hereof pertaining to assignment and subletting,
the covenants and agreements of this Lease shall be binding upon the heirs,
legal representatives, successors and assigns of any or all of the parties
hereto.

26. HOLDOVER:

If the Tenant shall, with the written consent of Landlord, hold over after
the expiration of the term of this Lease, such tenancy shall be for an
indefinite period of time on a month to month tenancy, which tenancy may be
terminated as provided by the Laws of the State of Washington. During such
tenancy, Tenant agrees to pay to the Landlord the same rental as set forth
herein unless the Landlord shall, upon 20 days notice, notify Tenant in writing
of an adjustment in rent claimed during such holdover tenancy, in which case
such adjustment rent shall be effective on the first day of the month following
the twenty (20) day notice period. Tenant agrees to be bound by all of the
terms, covenants, and conditions as herein specified, so far as applicable.

27. SUBORDINATION:

This Lease is subject and is hereby subordinated to all present and future
mortgages, deed of trust, and other encumbrances affecting the demised premises
of the property of which said premises are a part. The Tenant agrees to execute
at no expense to the Landlord any documentation reasonably necessary to further
effect the subordination of this Lease to any mortgage, deed of trust or
encumbrances. Tenant hereby irrevocably appoints and constitutes the Landlord as
the true and lawful attorney of Tenant at any time for Tenant and in Tenant's
name, place and stead, to execute proper subordination agreements to this
effect.

28. ESTOPPEL CERTIFICATES:

Tenant shall, within five (5) business days following written notice by the
Landlord, execute, acknowledge and deliver to the Landlord a statement in
writing certifying that this lease is unmodified and in full force and effect
(or, if there have been modifications, that the same is in full force and effect
as modified and stating the modifications), and the dates to which the rent and
other payments due hereunder from the Tenant have been paid in advance, if any,
and stating whether or not to the best knowledge of the Tenant, the Landlord is
in default in the performance of any covenant, agreement or condition contained
in this Lease, and, if so, specifying each such default of which the signer may
have knowledge.

29. MUTUAL WAIVER OF SUBROGATION:

Landlord and Tenant shall each procure an appropriate clause in, or an
endorsement on, any policy of fire or extended coverage insurance covering the
Premises and the Olympic Place II Building, and the personal property, fixtures,
and equipment located in or on the Premises, pursuant to which the insurance
companies waive subrogation or consent to waiver of right of recovery, and,
conditioned upon either party to this lease having obtained such clauses or
endorsements or waiver of subrogation or consent to a waiver of right of
recovery, such party hereby agrees that it shall not make any claim against or
seek to recover from the other for any loss or damage to its property, or the
property of the other, resulting from fire or other hazards covered by such
insurance, notwithstanding other provisions of

this lease; provided, however, that the release, discharge, exoneration and
covenant not to ▇▇▇ herein contained shall be limited by the terms and
provisions of the waiver of subrogation clauses or endorsements consenting to a
waiver of right of recovery, and shall be coextensive therewith. If either
Landlord or Tenant is unable to obtain such a clause or endorsement, such party
shall promptly give the other party notice of such inability.

30. BROKER:

Tenant and Landlord each warrant to the other that they have had no
dealings with any broker or agent in connection with this lease other than the
agent named herein and each covenants to pay, hold harmless and indemnify the
other from and against any and all cost, expense or liability for any
compensation, commissions and charges claimed by any other broker or agent with
respect to this lease or the negotiation thereof with whom they had dealings.
▇▇▇▇▇ ▇▇▇▇▇, The Sunrise Group, is the broker for Landlord and ▇▇▇ ▇▇▇▇▇▇▇▇▇,
Windermere Real Estate, Silverdale, is the broker for Tenant.

31. INSURANCE:

Tenant agrees that during the term of this Lease, and for any option
periods thereafter, Tenant, at his sole cost and expense, and for the mutual
benefit of Landlord and Tenant, shall carry and maintain the following types of
insurance for the premises leased in the amounts specified.

a) Bodily Injury and Property Damage Liability Insurance with a combined
single limit for bodily injury and property damage of not less than
$1,000,000.00.

b) Fire and Extended Coverage Insurance, including vandalism and malicious
mischief coverage, in an amount equal to the full replacement value of all
fixtures, furniture and improvements installed by or at the expense of Tenant.

The aforementioned minimum limits of policies shall in no event limit the
liability of Tenant hereunder. The aforesaid insurance shall name Landlord as an
additional insured. Said insurance shall be with companies having a rating of
not less

than AAA in "Best's Insurance Guide." Tenant shall furnish from the insurance
companies or cause the insurance companies to furnish certificates of coverage.
No such policy shall be cancelable or subject to reduction of coverage or other
modification or cancellation except after thirty (30) days prior written notice
to Landlord by the insurer. All policies shall be written as primary policies
and not as contributing policies and shall not be written so as to provide
coverage only in excess of coverage which the Landlord may carry. Tenant shall,
at least twenty (20) days prior to the expiration of such policies, furnish
Landlord with renewals or binders. Tenant agrees that if Tenant does not take
out and maintain such insurance, Landlord may (but shall not be required to)
procure said insurance on Tenant's behalf and charge Tenant the premiums
together with a twenty-five percent (25%) handling charge, payable upon demand.
Tenant shall have the right to provide such insurance coverage pursuant to
blanket policies obtained by Tenant provided such blanket policies expressly
afford coverage to the premises and to Tenant as required by this Lease.

32. LANDLORD'S LIMITED LIABILITY

Notwithstanding any provision in this Lease to the contrary, all
obligations, covenants and agreements made by the Landlord are intended not as
personal obligations, covenants, undertakings and agreements, and are not
intended to personally bind the Landlord or the Landlord's assets, except for
the Landlord's interest in the property of which the leased premises are a part,
but, rather, are made and intended for the purpose of binding only the
Landlord's interest in the property of which the leased premises are a part.
Redress for any claims against the Landlord under this Lease shall only be made
against the Landlord to the extent of the Landlord's interest in the property of
which the leased premises are a part. No personal liability or personal
responsibility is assumed by, nor shall at any time be asserted or enforceable
against, the Landlord, its partners, its board of directors and officers, as the
case may be, or any shareholders, employees, agents, heirs, legal
representatives, successors and assigns on account of this Lease, or on account
of any covenants, undertakings or agreements with the Landlord contained in this
Lease.

33. CAPTIONS:

Paragraph headings are for convenience and ease of reference, and shall
neither be deemed part of the paragraph or considered in the construction
thereof.

34. INCORPORATION:

All Exhibits referred to in this Lease, all materials referred to and
incorporated in said Exhibits shall be incorporated herein by such reference.

35. CONDITIONS OF OCCUPANCY:

Tenant agrees to abide and be bound by the following rules and policies of
the Landlord, which shall be considered as covenants of this Lease and are
listed as Addendum A.

IN WITNESS WHEREOF, the Landlord and Tenant have signed, sealed and
executed the Lease, the day and year first above written.

Olympic Place II, L.L.C. eAcceleration Corporation

/a/ ▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------ --------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇, Managing Member ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CEO

STATE OF WASHINGTON )
) ss. CORPORATE
COUNTY OF KING )

On this 3rd day of January, 2000 before me personally appeared
▇▇▇▇▇ ▇. ▇▇▇▇▇ to me known to be the Managing Member and
to me known to be the of
Olympic Place II, L.L.C., the corporation that executed the within and
foregoing instrument, and acknowledged the same 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 they were
authorized to execute said instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed by official
seal, the day and year first above written.

/s/▇▇▇▇▇▇▇▇ ▇▇▇▇
-------------------------------------------
NOTARY PUBLIC in and for the State
Washington residing at
My Commission expires: 5/28/00

STATE OF WASHINGTON )
) ss. CORPORATE
COUNTY OF KITSAP )

On this 17 day of December, 1999, before me personally
appeared ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to me known to be the CEO and
to me known to be the of
eAcceleration Corporation, the corporation that executed the
within and foregoing instrument, and acknowledged the same
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 they were authorized to execute said instrument.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed by official
seal, the day and year first above written.

/s/ ▇▇▇▇▇ ▇▇▇▇▇
-------------------------------------------
NOTARY PUBLIC in and for the State
Washington residing at Silverdale
My Commission expires: 10-27-2001

ADDENDUM A
Light and Air
a) This Lease does not grant or purport to grant any rights to access to
Light or air over property, and this Lease does not warrant or protect against
interferences with light or

air in the leased premises by and construction upon adjacent,
abutting or nearby property.

Admittance by Pass-Key
b) The Landlord shall not be liable for the consequences of admitting by
pass-key or refusing to admit to said premises the Tenant or any of the Tenant's
agents or employees. No lock or alarm shall be put on any door without the
written consent of Landlord and Landlord will be given access codes to any
alarm.

Electrical Installations
c) Tenant shall not without written consent of Landlord operate or install
any electrical equipment or machinery (other than ordinary office equipment), or
replace or move any electric light fixtures provided; however, that with the
consent of Landlord, Tenant may replace building light fixtures of his own
choice with the express understanding that such installation will not increase
the Tenant's consumption of electricity, and that the cost of such fixtures and
installations shall be at Tenant's sole expense. If is further agreed that
Tenant shall at the expiration or sooner termination of this Lease upon demand
of Landlord pay the cost of replacing the standard fixtures belonging to
Landlord.

Awnings
d) No awnings shall be attached to the outside of any windows of the
premises hereby issued.

Windows
e) The Tenant shall not allow anything to be placed on the outside window
ledges of said premises; and nothing shall be thrown by the Tenant or others out
of the windows of said building.

Floor Coverings
f) The Tenant or other person shall not lay linoleum or other similar floor
covering with any paste materials save and excepting that which may be easily
removed with water. The use of cement or similar adhesive material is expressly
prohibited. Tacking strips installed by Tenant, with Landlord's consent, shall,
at the option of the Landlord, be removed and floor repaired at the expiration
of the Lease at Tenant's expense.

Furniture and Bulky Articles
g) Safes, furniture or bulky articles shall be moved in or out of said
premises only at such hours and in such manner as shall least inconvenience
other tenants, and as the Landlord shall decide, and no safe or other article or
over 1,000 pounds shall be moved into said premises without the consent of the
Landlord, the Landlord to have the right to fix the position of
any article of weight in said premises.

Windows - Rain and Snow
h) Tenant shall use great care not to leave windows open when it rains or
snows. Damage resulting either to Landlord or to other tenants from failure to
observe this precaution shall be chargeable to the tenant on which premises the
neglect occurred. If space is air conditioned, windows will be closed at all
times.

Miscellaneous
i) Water closet and other water fixtures shall not be used for any purposes
other than those for which they are intended, and any damage resulting from
misuse on the part of the Tenant, its agents or employees, shall be paid for by
Tenant. No person shall waste water by interfering or tampering with the faucets
or otherwise.

j) Landlord reserves the right to close and keep locked all entrance and
exit doors of the building during such hours as Landlord may deem to be
advisable for the adequate protection of the property.

k) In the interest of security, keys and key changing for the Tenant=s
space on the lower level shall be the responsibility of the tenant after the
suite is first keyed for the tenant. Tenant shall not issue keys to non-tenants
and shall provide Landlord with master key access to Tenant=s space for
emergency and maintenance purposes.

l) Bicycles shall not be brought onto the building carpeting.

m) Tenant shall turn off all lights when office is not in use.

n) Smoking is not allowed in offices or common areas of the building.

o) Tenant shall not paint the premises nor any part of the premises without
written permission from Landlord. Any painting shall be done by a licensed
contractor approved by Olympic Place, L.L.C. or agent.

p) Tenant shall store nothing in the common area hallways, stairwells,
lobbies, elevators or anywhere in a common area.

q) Landlord reserves the right to make such other and further reasonable
regulations as in its judgment may from time to time be needed or desirable for
the safety, care and cleanliness of the premises or the building and the
preservation of good order therein.

ADDENDUM B

Tenant Improvements: The premises to be occupied by the Tenant is represented at
this time by the Landlord to be fully compliant to City, State and County codes
and the space will be taken on an Aas-is basis, and the tenant will be solely
responsible for any upgrades of the facility to include meeting any code
requirements and any upgrading or relocation of the HVAC system, including
ducting, if necessary for the Tenants use. Depending upon the number of
employees and use, code and or Fire Department requirements may require restroom
and exiting modifications which will be at the sole cost to Tenant. All tenant
improvements shall be done with appropriate City and Fire Department permits and
performed by a licensed, insured contractor or subcontractors. Significant
tenant improvements must be approved by Landlord in writing in advance.

Parking: If parking becomes congested, overcrowded, or inadequate for the other
tenants in Olympic Place II the Tenant shall occupy no more than 50 parking
places at any one time. Parking requirements required beyond 50 spaces shall be
arranged for and provided off site by the Tenant. In any case, no parking for
Tenant shall be provided in area immediately in front of the main entrance side
of the building (northeast). It is understood that parking for the tenant is not
available or permitted

anywhere to the southwest of the building. This area is under different
ownership and management. (See Exhibit D).

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