SUBLEASE


(Lake
Oswego, Oregon)





THIS SUBLEASE, dated for reference
purposes only December 31, 2009 is by and between Aequitas Capital Management,
Inc., an Oregon corporation ("Sublessor") and
WS Technologies LLC dba Windswept Technologies, an Oregon limited liability
company ("Sublessee").





RECITALS





A.           Sublessor
is the holder of the tenant's interest under that certain Office Lease Agreement
dated October 19, 2006 between OR-KRUSE OAKS, L.L.C., a Delaware limited
liability company, as landlord (the "Master Lessor"), and
Sublessor, as Tenant, as amended by that certain First Amendment to Lease (the
"First
Amendment") dated July 23, 2009 between Master Lessor, as landlord, and
Sublessor, as tenant (together, the "Master Lease"), for
premises located at 5300 Meadows Road, Lake Oswego, Oregon 97035, and more
particularly described in the Master Lease (the "Sublessor
Premises").





B.           Sublessee
desires to sublease (i) a portion of the Sublessor Premises, as depicted on
the attached Exhibit
A, including the nonexclusive use of the Common Areas (as defined in the
Master Lease) and all personal property owned by Sublessor and utilized by
Sublessee (together, the "Premises") from
Sublessor pursuant to the terms and conditions set forth in this
Agreement.





NOW, THEREFORE, for valuable
consideration, the parties agree as follows:





1.           Sublease.  Subject
to all the terms, covenants and conditions of the Master Lease, a copy of which
is attached as Exhibit B,
Sublessor subleases the Premises and the Personal Property to Sublessee, and
Sublessee subleases the same from Sublessor.




2.           Term.  The term of
this Sublease shall be 4 years, 10 months, commencing on January 1, 2010 and
terminating on October 31, 2014 (the "Term").




3.           Rent.  Sublessee
shall pay to Sublessor $12,424.26 per month as rent for the Premises (the "Real Property Rent") and
$6,262 per month as rent for the Personal Property (the "Personal Property Rent") (the
Real Property Rent and the Personal Property Rent are together, "Rent").  Rent shall
be payable in advance on the first day of each month during the
Term.  Rent for any period during the Term which is for less than one
month shall be a pro rata portion of the monthly installment.  The
Real Property Rent will increase by 3% on January 1 of each year, beginning
January 1, 2011.  The Personal Property Rent is based on current
usage as reflected on the attached Schedule 1 as
"Monthly Fixed Expenses".  The Personal Property Rent is subject to
change based on usage by Sublessee and by mutual agreement of the parties once
per quarter, and does not include personal property taxes, which personal
property taxes will be the responsibility of Sublessee.





4.           Rights and Obligations of
Sublessee.  Except as specifically provided in this Sublease,
Sublessee shall comply with, be bound by, and shall use the Premises in
accordance with all the terms, covenants and conditions of the Master Lease
applicable to the lessee thereunder.  Sublessee shall perform all of
the obligations of the lessee under the Master Lease and shall be entitled to
the rights of Sublessor as lessee under the Master Lease, but only as applicable
to the Premises.  Sublessor shall not be deemed to be in default of
any term, covenant, condition or agreement in this Sublease if the Master Lessor
has promised in the Master Lease to perform such term, covenant, condition or
agreement and Sublessor is proceeding diligently to require the Master Lessor to
perform the same.




5.           Parking.Sublessor
hereby sublicenses to Sublessee 35 of Sublessor's 71 licensed unreserved parking
spaces upon the terms and conditions contained in Exhibit F of the Master
Lease.




6.           Termination.  Sublessor
may terminate this Agreement by written notice to Sublessee upon failure by
Sublessee or microHelix, Inc. to perform any material term, covenant or
condition of, or breach of any representation or warranty in the Administrative
Services Agreement dated December 31, 2009 between Sublessee and Aequitas or the
Amended and Restated Advisory Services Agreement dated December 31, 2009 between
microHelix, Inc. and Aequitas, as applicable, and such failure or breach
continues for a period of 30 days after the receipt by Sublessee of a notice of
such failure or breach.




7.           Sublessor's Representations;
Indemnity.  Sublessor hereby represents and warrants to
Sublessee that:




a.           A
true copy of the Master Lease, and all amendments thereto, is attached as Exhibit B.




b.           The
Master Lease is in good standing according to its terms as of the date hereof
and will be in good standing according to its terms during the
Term.




c.           Sublessor
shall pay to the Master Lessor, as and when due, all rents required to be paid
by the terms of the Master Lease, and shall otherwise perform all Sublessor's
obligations as required by the terms of the Master Lease during the term of this
Sublease.




d.           Sublessor
has provided Master Lessor with notice of this Sublease pursuant to Section
11.04 of the Master Lease.




e.           Sublessor
has obtained Master Lessor's consent to the sublicense of parking spaces to
Sublessee as required by Exhibit F of the Master Lease.




Sublessor agrees to protect, defend and
hold Sublessee harmless from and against any loss, liability or claim cost or
expense (including attorney fees) relating to or arising out of (i) the
inaccuracy of any warranty contained in this Agreement, (ii) any act,
occurrence, omission, event or condition relating to the Lease or the Premises
which first occurred or existed prior to the date of this Sublease, and (iii)
Sublessor's breach of the Master Lease.


2


8.           Sublessee's
Indemnity.  Sublessee shall protect, defend and hold Sublessor
harmless from and against any loss, liability or claim, cost or expense
(including attorney fees) (a "Loss") relating to or
arising out of Sublessee's use and occupancy of the Premises during the term of
this Sublease to the extent such Loss is not caused or contributed to by
Sublessor.




9.           Notices.  Each
notice, consent, request, or other communication required or permitted under
this Agreement will be in writing, will be delivered personally or sent by
certified mail (postage prepaid, return receipt requested) or by a recognized US
overnight courier, and will be addressed as follows:




If
      to Sublessee:
              WS
      Technologies LLCAttn:  President5300
      SW Meadows Road, Suite 400Lake
      Oswego, OR 97035If
      to Sublessor:
              Aequitas
      Capital Management, Inc.Attn:  Legal
      Department5300
      SW Meadows Road, Suite 400Lake
      Oswego, OR 97035





Each
notice, consent, request, or other communication will be deemed to have been
received by the party to whom it was addressed (a) when delivered if delivered
personally; (b) on the second business day after the date of mailing if mailed;
or (c) on the date officially recorded as delivered according to the record of
delivery if delivered by overnight courier.  Each party may change its
address for purposes of this Agreement by giving written notice to the other
party in the manner set forth above.





10.           Incorporation.  Except
as limited or modified by this Sublease, all of the terms and conditions of the
Master Lease shall apply as if the Sublessor was the lessor and the Sublessee
was the lessee thereunder.  Master Lease Paragraphs 1.03, 1.04, 1.05,
1.06, 1.07, 1.08, 1.09, 1.10, 1.12, 1.14, 1.16, 3.01, 3.02, 3.03, 4, 6,
26.05(b), Exhibit B, Exhibit C, Exhibit D, Paragraph 2 of Exhibit F, Paragraphs
3 of Exhibit F, and First Amendment Paragraphs 1, 2, 3, 4, 5, 6, 7, 8, 9, 10,
11, 12, 13 and 14 are not incorporated in this Sublease.




11.           Attorney Fees.  In
the event of any litigation to enforce or declare any of the provisions of this
Agreement, the prevailing party shall recover and the losing party shall pay the
reasonable attorney fees incurred by the prevailing party at the trial or
arbitration and upon any appeals therefrom, as determined by the respective
courts or arbitrators.




12.           Successor
Interest.  All the terms and provisions of this Sublease shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.




13.           Governing Law.  This
Agreement shall be construed and interpreted according to the laws of the State
of Oregon without regard to its conflicts of laws provisions.




[Signatures
on following page]


3





IN WITNESS WHEREOF, the parties have
executed this Sublease as of the day and year first set forth
above.





SUBLESSOR:
              AEQUITAS
      CAPITAL MANAGEMENT, an
                Oregon
      corporationBy
              /s/ Robert J. JesenikRobert
      J. Jesenik, PresidentSUBLESSEE:
              WS
      TECHNOLOGIES LLC, an Oregon
                limited
      liability companyBy
      microHelix, Inc., its ManagerBy
              /s/ Brian A. OliverBrian
      A. Oliver, Secretary










Schedule
1


Personal
Property Rent Calculation





Total
                                  
                                  
                                  MHMonthly
      Fixed ExpensesOffice
      Lease
                                  
                                  
                                  44,100.42
                                  
                                  
                                  
                                  12,424.26Furniture
      rental
                                  
                                  
                                  
                                  
                                  
                                  
                                  2,484.85Electricity
                                  
                                  
                                  500.00
                                  
                                  
                                  
                                  140.86Office
      Supplies
                                  
                                  
                                  1,300.00
                                  
                                  
                                  
                                  457.41Shredding
      and document storage
                                  
                                  
                                  400.00
                                  
                                  
                                  
                                  140.74Copier
      leases
                                  
                                  
                                  
                                  
                                  
                                  
                                  702.00Telephones
                                  
                                  
                                  
                                  
                                  
                                  
                                  955.00Reception
                                  
                                  
                                  3,946.67
                                  
                                  
                                  
                                  1,381.33Total
      office lease
                                  
                                  
                                  
                                  
                                  
                                  
                                  18,686.46IT
      chargesHardware
      (maintenance/support)
                                  
                                  
                                  
                                  
                                  
                                  
                                  3,791.00Software/Licensing
                                  
                                  
                                  
                                  
                                  
                                  
                                  2,635.00Voice/data
                                  
                                  
                                  
                                  
                                  
                                  
                                  3,150.00Total
      IT charges
                                  
                                  
                                  
                                  
                                  
                                  
                                  9,576.00SupportHR
                                  
                                  
                                  6,783.33
                                  
                                  
                                  
                                  2,374.17IT
                                  
                                  
                                  23,458.33
                                  
                                  
                                  
                                  13,183.33Accounting
                                  
                                  
                                  30,858.33
                                  
                                  
                                  
                                  3,579.17Finance
                                  
                                  
                                  23,833.33
                                  
                                  
                                  
                                  5,096.67CP
      Accounting
                                  
                                  
                                  31,939.17
                                  
                                  
                                  
                                  25,600.67Total supportcosts
                                  
                                  
                                  
                                  
                                  
                                  
                                  49,834.00TotalMonthly Fixed
      Expenses
                                  
                                  
                                  
                                  
                                  
                                  
                                  78,096.46Monthly
      Variable ExpensesNew
      Computer installationMarketing
      expensesCP
      branded productsBusiness
      cardsEmployee
      EventsRecruitment
      costsjobs
      adsstaffing
      agency chargestravel
      & entertainment
 
 TotalACM +MHLX
                    
                    Total
      MHLXemployees
                    
                    employees54
                    
                    
                    19
                    
                    
                    
                    35
                    %




1
– Sublease– Schedule1








EXHIBIT
A


Premises










1
– Sublease– ExhibitA








EXHIBIT
B


Master
Lease




Commercial
      Real Estate Services, Worldwide.
              tel
      503 223 7181
                fax
      503 273 0256
                www.nai-nbs.com
                
                121
      SW Morrison St.
                Suite
      200
                Portland
      OR 97204
 
 July 30,
2009
  Mr. Andy
MacRitchie
 Executive
Vice President
 Aequitas
Capital Management
 5300
Meadows Road, Suite 400
 Lake
Oswego, OR 97035
  Re:
              First
      Amendment to Lease (Extension of Term and Adding Additional
      Premises)
                Aequitas
      Capital Management at Kruse Oaks I
  Dear
Andy:
  Enclosed
please find one fully executed original First Amendment to Lease agreement
between Aequitas Capital Management (as Tenant) and OR-Kruse Oaks, LLC (as
Landord), for your space at Kruse Oaks I.
  As
always, it was a pleasure working with you and I look forward to assisting you
with future transactions should the opportunity arise. Please feel free to
contact me should you have any questions or if I may be of further
assistance.
  Sincerely,
 
 NAI
NORRIS, BEGGS & SIMPSON
  /s/
      Chris JohnsonChris
      Johnson, SIORExecutive
      Vice President
 
 CJ/mm
 macritchie.doc
 Enclosure
 
 cc:
MaryKay West, CCIM
 
 Part
      of NAI Global, with over 300 offices world wide. Build on the power of our
      network. - www.nalqlobal.com
  
  FIRST
AMENDMENT TO LEASE
 (Extension
of Term and Adding Additional Premises)
  THIS
FIRST AMENDMENT TO LEASE (this “Amendment”) is executed as of the 23rd day of
July, 2009, between OR-KRUSE OAKS, L.L.C., a Delaware limited liability company
(“Landlord”), and AEQUITAS CAPITAL MANAGEMENT, INC., an Oregon corporation
(“Tenant”).
  RECITALS
  A.       Landlord
and Tenant are parties to a lease dated as of October 19, 2006 (the “Lease”),
pursuant to which Tenant leases from Landlord certain premises (the “Existing
Premises”) known as Suite 400 on the fourth (4th) floor of the building located
at 5300 Meadows Road, Lake Oswego, Oregon, commonly known as Kruse Oaks I (the
“Building”). Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Lease.
  B.       The
Term is presently scheduled to expire on June 30, 2010.
  C.       Landlord
and Tenant desire to amend the Lease to provide for: (i) the extension of the
Term for an additional period; (ii) the leasing by Tenant of additional space in
the Building; (iii) the modification of Base Rent payable under the Lease; (iv)
the modification of Tenant’s Pro Rata Share of increases in Expenses and Taxes;
and (v) certain other Lease modifications, all as more particularly set forth
herein.
  NOW,
THEREFORE, in consideration of the foregoing, the parties hereto agree as
follows:
  1.       
Additional
Premises. Effective as of the Additional Premises Commencement Date (as
defined below), and continuing for the balance of the Term (as extended pursuant
to Paragraph 5 below), the space on the fourth (4th) floor of the Building shown
outlined on the attached Exhibit A known as Suite 470 (the “Additional
Premises”) shall be added to the premises covered by the Lease. Commencing on
the Additional Premises Commencement Date, all references in the Lease and in
this Amendment to the “Premises” shall be deemed to. refer to the Existing
Premises and the Additional Premises, collectively. Landlord and Tenant hereby
stipulate for all purposes of the Lease that the rentable square footage of the
Additional Premises is deemed to be 2,754 rentable square feet.
  The
“Additional Premises Commencement Date” shall mean the date on which Landlord
shall deliver the Additional Premises to Tenant with the Landlord Work (as
defined in Paragraph 2 below) for the Additional Premises Substantially Complete
(as defined below in this Paragraph 1). The scheduled Additional Premises
Commencement Date is October 1, 2009. If Landlord is unable to deliver
possession of the Additional Premises to Tenant on the scheduled Additional
Premises Commencement Date for any reason whatsoever, neither this Amendment nor
the Lease shall be void or voidable, nor shall any such delay in delivery of
possession of the Additional Premises operate to extend the Term beyond the New
Termination Date (as defined in Paragraph 5 below) or amend Tenant’s obligations
hereunder or under the Lease. In such event, however, the Additional Premises
Commencement Date shall be delayed by the same number of days as the delay in
delivery. Upon either party’s request after the Additional Premises Commencement
Date, the parties shall execute a letter in the form of Exhibit B attached
hereto confirming the Additional Premises Commencement Date and the New
Termination Date.
  The
Landlord Work for the Additional Premises shall be deemed to be “Substantially
Complete” on the date that all of the Landlord Work for the Additional Premises
has been performed, other than any details of construction, mechanical
adjustment or any other similar matter, the non-completion of which does not
materially interfere with Tenant’s use of the Additional Premises. If Landlord
is delayed in the performance of the Landlord Work for the Additional Premises
as a result of any Tenant Delay (as defined in Section 3.01 of the Lease), the
Landlord Work for the Additional Premises shall be deemed to be Substantially
Complete on the date that Landlord could reasonably have been expected to
Substantially Complete the Landlord Work for the Additional Premises absent any
Tenant Delay.
  2.        Landlord Work.
Landlord shall perform the work to the Additional Premises and the Existing
Premises (collectively, the “Landlord Work”) set forth in the Work Letter
attached hereto as Exhibit C (the “Work Letter”). Except as provided in the Work
Letter, Tenant shall accept the Additional Premises in its as-is condition as of
the Additional Premises Commencement Date, and Landlord shall have no obligation
to make or pay for any alterations, additions, improvement or renovations in or
to the Additional Premises to prepare the same for Tenant’s
occupancy.
  3.        Base Rent; Additional
Premises. Commencing as of the Additional Premises Commencement Date and
continuing through the New Termination Date, Tenant shall pay Base Rent for the
Additional Premises pursuant to the Lease in the following amounts:
  1
 
 Period
                              
                              Annual
      Rate Per SF
                              
                              
                              Monthly
      Base RentAdditional
      Premises
                              
                              $
                              26.00
                              
                              
                              $
                              5,967.00Commencement
      Date -12/31/1001/01/11-
      12/31/11
                              
                              $
                              26.78
                              
                              
                              $
                              6,146.0101/01/12-12/31/12
                              
                              $
                              27.58
                              
                              
                              $
                              6,329.6101/01/13-12/31/13
                              
                              $
                              28.41
                              
                              
                              $
                              6,520.1001/01/14-10/31/14
                              
                              $
                              29.26
                              
                              
                              $
                              6,715.17
  Provided
that Tenant is not in default under the terms of the Lease and has timely paid
each installment of Rent due under the Lease prior to such period, the monthly
installments of Base Rent for the Additional Premises due for the period
commencing on the Additional Premises Commencement Date and ending two hundred
seventy (270) days thereafter shall be fully abated.
  The Base
Rent amounts payable by Tenant for the Additional Premises set forth in this
Paragraph 3 shall be in addition to the Base Rent payable by Tenant for the
Existing Premises pursuant to Paragraph 6 below.
  4.        Expenses and Taxes;
Additional Premises. Effective as of the Additional Premises Commencement
Date, and continuing to the New Termination Date, the provisions of Section 4 of
the Lease and Exhibit B to the Lease shall apply to the Additional Premises, and
for such purposes, (i) Tenant’s Pro Rata Share of increases in Expenses and
Taxes shall mean 3.0036% with respect to the Additional Premises, and (ii) the
“Base Year” for Expenses shall be the calendar year 2010 with respect to the
Additional Premises and the “Base Year” for Taxes shall be the calendar year
2010 with respect to the Additional Premises. The foregoing Additional Rent for
the Additional Premises shall be in addition to the Additional Rent payable by
Tenant for the Existing Premises pursuant to the Lease and pursuant to Paragraph
7 below.
  5.        Extension of Term.
The Term is hereby extended for an additional period (the “Extension Term”)
commencing on July 1, 2010 and ending on October 31,2014 (the “New Termination
Date”). Except with respect to the Renewal Option set forth in Section 2 of
Exhibit F to the Lease, as modified by Paragraph 8 below, Tenant shall not have
any option or right to extend the Term beyond the New Termination Date. During
the Extension Term, all of the terms, covenants and conditions of the Lease
shall be applicable, except as set forth herein. Except with respect to the
Landlord Work, Tenant shall accept the Existing Premises in its as-is condition
as of the commencement of the Extension Term, and Landlord shall have no
obligation to make or pay for any alterations, additions, improvement or
renovations in or to the Existing Premises to prepare the same for Tenant’s
occupancy during the Extension Term.
  6.        Base Rent; Existing
Premises. Prior to the commencement of the Extension Term, Tenant shall
pay Base Rent for the Existing Premises in accordance with the existing
provisions of the Lease. The Base Rent amounts payable by Tenant for the
Existing Premises set forth in this Paragraph 6 shall be in addition to the Base
Rent payable by Tenant for the Additional Premises pursuant to Paragraph 3
above. During the Extension Term, Tenant shall pay Base Rent for the Existing
Premises as follows:
  Period
                          
                          Annual
      Rate Per SF
                          
                          
                          Monthly
      Base Rent07/01/10-
      12/31/11
                          
                          $
                          26.00
                          
                          
                          $
                          37,301.3301/01/12-
      12/31/12
                          
                          $
                          26.78
                          
                          
                          $
                          38,420.3701/01/13-
      12/31/13
                          
                          $
                          27.58
                          
                          
                          $
                          39,568.1101/01/14-
      10/31/14
                          
                          $
                          28.41
                          
                          
                          $
                          40,758.88
  Provided
that Tenant is not in default under the terms of the Lease and has timely paid
each installment of Rent due under the Lease prior to such period, the monthly
installments of Base Rent for the Existing Premises due for the period
commencing on January 1, 2010 and ending June 30, 2010 shall be fully
abated.
  7.       
Expenses and Taxes:
Existing Premises. During the Extension Term, the provisions of Section 4
of the Lease and Exhibit B to the Lease shall continue to apply to the Existing
Premises, except that as of the commencement of the Extension Term, for purposes
of calculating Tenant’s Pro Rata Share of increases in Expenses and Taxes, the
“Base Year” for Expenses shall be the calendar year 2010 with respect to the
Existing Premises and the “Base Year” for Taxes shall be the calendar year 2010
with respect to the Existing Premises. The foregoing Additional Rent for the
Existing Premises shall be in addition to the Additional Rent payable by Tenant
for the Additional Premises pursuant to the Lease and pursuant to Paragraph 4
above.
  2
   8.        Renewal Option.
During the Extension Term, the Renewal Option set forth in Section 2 of Exhibit
F to the Lease shall apply on the terms and conditions set forth therein, except
that (i) all references therein to the “term” shall be deemed references to the
“Extension Term” as defined herein, (ii) the time within which Tenant must
notify Landlord of Tenant’s election to renew the Term is hereby amended and
shall be given no later than October 31, 2013 and no earlier than August 1,
2013, and (iii) the Renewal Term shall be one (l) additional period of five (5)
years commencing on November 1, 2014 and ending on October 31,
2019.
  9.        Right of First Offer.
The Right of First Offer set forth in Section 3 of Exhibit F to the Lease shall
continue to apply on the terms and conditions set forth therein, except that (i)
the “Potential Offering Space” shall mean any increment of space on the fourth
(4th)
floor of the Building not under lease by Tenant as of the date of this
Amendment; (ii) the terms of Tenant’s lease for Potential Offering Space shall
be on the same terms and conditions as the Additional Premises (i.e., Base Rent
at the same rate as the Additional Premises, Term for Potential Offering Space
coterminous with the Additional Premises, and tenant improvement allowance at
the same rate per square foot as the Additional Premises prorated over the Term
based on the date the Right of First Offer is exercised); (iii) as to any
Potential Offering Space, the Right of First Offer shall commence on the date of
this Amendment and terminate as to such Potential Offering Space on the earlier
to occur of: (A) Tenant’s failure to exercise its Right of First Offer with
respect to such Potential Offering Space within the five (5) day period provided
in Section 3.A. of Exhibit F to the Lease, or (B) the date Landlord would have
provided Tenant an Advice if Tenant had not been in violation of one or more of
the conditions set forth in Section 3.A. of Exhibit F to the Lease; provided
that with respect to all of the Potential Offering Space, the Right of First
Offer contained in Section 3 of Exhibit F to the Lease, as modified by this
Paragraph 9, shall terminate on December 31, 2011. Termination of Tenant’s Right
of First Offer as to any given Potential Offering Space shall not impair
Tenant’s Right of First Offer as to any other Potential Offering
Space.
  10.      Right of First
Refusal.
  a.        Right of First Refusal;
Available Space. If, and at such times during the First Refusal Period
(as defined below) any increment of space on the fourth (4th) floor of the
Building not under lease by Tenant as of the date of this Amendment (each such
increment, the “First Refusal Space”) becomes “available for lease,” Tenant
shall have the right of first refusal (“Right of First Refusal”) with respect to
such First Refusal Space subject to the terms of this Paragraph 10. As used
herein, the “First Refusal Period” shall mean the period commencing on January
1, 2012 and ending on December 31, 2012. Space shall not be deemed “available
for lease” at such time as the space is leased to another tenant, or if a tenant
under an expiring lease of such space desires to renew or extend its lease
(whether pursuant to a right or option or pursuant to new arrangements entered
into with Landlord) or if any tenant of the Building exercises an expansion
option (or obligation) or right of first offer or refusal or other right to
lease such space, which expansion option (or obligation) or right has been
granted after the date of this Amendment as part of a lease transaction for
First Refusal Space as to which Tenant has not exercised its Right of First
Refusal hereunder (regardless of whether such expansion option (or obligation)
pertains to the First Refusal Space itself or expansion space with respect
thereto). If Landlord shall become aware that any First Refusal Space is
available for lease (or is anticipated to be available for lease), then after
Landlord shall have entered into preliminary discussions with a party for its
lease of such First Refusal Space, and prior to leasing the First Refusal Space
to such party or any other party, Landlord shall notify Tenant in writing of
such availability, and concurrently with such notice deliver to Tenant a copy of
the economic and other material terms upon which Landlord would be willing to
lease the First Refusal Space (the “ROFR Proposal”), provided, however, that in
no event shall Landlord have any obligation to deliver to Tenant an availability
notice with respect to any space that does not become available for lease (and
is not anticipated to become available for lease), or that Landlord does not
desire to lease, during the First Refusal Period. At Landlord’s option, the ROFR
Proposal may be in the form of the final proposed lease document with another
party (in which the other party need not be identified by Landlord), or may be
in the form of a memorandum of terms. For a period of five (5) days after
Tenant’s receipt of the availability notice and the ROFR Proposal, Tenant shall
have an option to lease the First Refusal Space described in the ROFR Proposal
on the terms of the ROFR Proposal. If Tenant does not exercise its Right of
First Refusal within the five (5) day period provided above, Landlord shall have
the right to enter into a lease of the First Refusal Space described in the ROFR
Proposal on substantially the same terms and conditions as those contained in
the ROFR Proposal with any other party.
  b.       Limitation on Tenant’s Right
of First Refusal. Notwithstanding the foregoing, Tenant shall have no
such Right of First Refusal hereunder and Landlord need not provide Tenant with
a ROFR Proposal, if:
  i.       Tenant
is in default under the Lease beyond any applicable cure periods at the time
that Landlord would otherwise deliver the ROFR Proposal; or
  3
 ii.      More
than 25% of the rentable square footage of the Premises is sublet (other than
pursuant to a Business Transfer, as defined in Section 11.04 of the Lease) at
the time Landlord would otherwise deliver the ROFR Proposal; or
  iii.     The
Lease has been assigned (other than pursuant to a Permitted Transfer) prior to
the date Landlord would otherwise deliver the ROFR Proposal; or
  iv.     Such
First Refusal Space is not intended for the exclusive use of Tenant during the
Term; or
  v.      The
existing tenant in the First Refusal Space is interested in extending or
renewing its lease for the First Refusal Space or entering into a new lease for
such First Refusal Space, whether pursuant to a then existing right or pursuant
to new arrangements with Landlord.
  c.       Terms for First Refusal
Space.
  i.       The
term for the First Refusal Space shall commence upon the commencement date
stated in the ROFR Proposal and thereupon such First Refusal Space shall be
considered a part of the Premises, provided that all of the terms stated in the
ROFR Proposal shall govern Tenant’s leasing of the First Refusal Space and only
to the extent that they do not conflict with the ROFR Proposal, the terms and
conditions of the Lease shall apply to the First Refusal Space.
  ii.      Tenant
shall pay Base Rent and Additional Rent for the First Refusal Space in
accordance with the terms and conditions of the ROFR Proposal, which terms and
conditions shall reflect the Prevailing Market (as defined below) rate for the
First Refusal Space as determined in Landlord’s reasonable
judgment.
  iii.     The
First Refusal Space (including improvements and personalty, if any) shall be
accepted by Tenant in its condition and as-built configuration existing on the
earlier of the date Tenant takes possession of the First Refusal Space or as of
the date the term for such First Refusal Space commences, unless the ROFR
Proposal specifies any work to be performed or improvement allowances to be
given by Landlord in the First Refusal Space, in which case Landlord shall
perform such work or give such improvement allowances in the First Refusal
Space. If Landlord is delayed delivering possession of the First Refusal Space
due to the holdover or unlawful possession of such space by any party, Landlord
shall use reasonable efforts to obtain possession of the space, and the
commencement of the term for the First Refusal Space shall be postponed until
the date Landlord delivers possession of the First Refusal Space to Tenant free
from occupancy by any party.
  iv.    If
Tenant exercises the Right of First Refusal granted herein, Landlord shall use
reasonable efforts to deliver the First Refusal Space to Tenant on the stated
availability date for the lease thereof. Tenant acknowledges that Landlord does
not guarantee that the First Refusal Space will be available on the stated
availability date for the lease thereof, if the then existing occupants of the
First Refusal Space shall hold over, or delivery is delayed for any other reason
beyond Landlord’s reasonable control, and in such event, as Tenant’s sole
recourse, the term of the Lease as respects the First Refusal Space shall not
commence until Landlord delivers the same to Tenant.
  d.       Termination of Right of First Refusal.
As to any First Refusal Space, the Right of First Refusal contained in this
Paragraph 10 shall terminate as to such First Refusal Space on the earlier to
occur of: (i) Tenant’s failure to exercise its Right of First Refusal with
respect to such First Refusal Space within the five (5) period provided in
Paragraph 10.a. above, or (ii) the date Landlord would have provided Tenant a
ROFR Proposal if Tenant had not been in violation of one or more of the
conditions set forth in Paragraph 10.b. above; provided that with respect to all
of the First Refusal Space, the Right of First Refusal contained in this
Paragraph 10 shall terminate at the expiration of the First Refusal Period.
Termination of Tenant’s Right of First Refusal as to any given First Refusal
Space shall not impair Tenant’s Right of First Refusal as to any other First
Refusal Space.
  e.        ROFR Amendment. Upon Tenant’s election
to lease the First Refusal Space, Landlord and Tenant shall promptly enter into
an amendment to the Lease, adding such First Refusal Space to the Premises at
the monthly rent and on the other terms and conditions set forth in the ROFR
Proposal and, except to the extent inconsistent with the terms set forth in the
ROFR Proposal, on the terms and conditions of the Lease.
  4
 f.        Definition of Prevailing Market. For
purposes of this Right of First Refusal provision, “Prevailing Market” shall
mean the arms length fair market annual rental rate per rentable square foot
under leases and renewal amendments entered into on or about the date on which
the Prevailing Market is being determined hereunder for a comparable term for
space comparable to the First Refusal Space in the Building and office buildings
comparable to the Building in the Lake Oswego, Oregon area. The determination of
Prevailing Market shall take into account any material economic differences
between the terms of the Lease and any comparison lease or amendment, such as
rent abatements, construction costs and other concessions and the manner, if
any, in which the landlord under any such lease is reimbursed for operating
expenses and taxes. The determination of Prevailing Market shall also take into
consideration any reasonably anticipated changes in the Prevailing Market rate
from the time such Prevailing Market rate is being determined and the time such
Prevailing Market rate will become effective under the Lease.
  11.      Monument Signage.
  a.        Monument Signage. Tenant, at Tenant’s
sole cost and expense, shall have the right to place its name and logo on the
Building monument sign serving the Building (the “Monument Sign”), provided that
Tenant leases and occupies at least 19,970 rentable square feet in the Building.
The design, size and color of the signage with Tenant’s name to be included on
the Monument Sign and the manner in which it is attached to the Monument
Sign, shall be subject to the reasonable approval of Landlord and all applicable
governmental authorities, and Landlord shall have the right to require that all
names on the Monument Sign be of the same size and style and made out of the
same materials (i.e., brushed aluminum). Tenant’s right to place its name on the
Monument Sign shall be subject to the existing rights of existing tenants in the
Building, and the location of Tenant’s name on the Monument Sign shall be
further subject to Landlord’s reasonable approval. Although the Monument Sign
will be maintained by Landlord, in a manner reasonably satisfactory to Landlord,
Tenant shall pay the cost of any maintenance, repair and replacement associated
with Tenant’s use of the Monument Sign.
  b.        Removal. Upon the expiration or
earlier termination of the Lease or Tenant’s right to possession of the
Premises, or if Tenant leases and occupies less than 19,970 rentable square feet
in the Building, Landlord, at Tenant’s sole cost and expense, payable as
Additional Rent within thirty (30) days after demand thereof, shall have the
right to remove Tenant’s signage from the Monument Sign and restore the Monument
Sign to the condition it was in prior to the installation of Tenant’s signage
thereon, ordinary wear and tear excepted.
  c.        Rights Personal. The rights provided
for in this Paragraph 11 shall be personal to the Tenant originally named in
this Amendment and non-transferable unless otherwise agreed to by Landlord in
writing, in Landlord’s sole discretion.
  12.      Building Signage. If at any time
during the Term, as extended by Paragraph 5 above, Tenant leases and occupies
the entire fourth. (4th) floor of the Building, Tenant shall be entitled to
Building-top signage. Any such signage shall be at Tenant’s sole cost and
expense. The location, design, size and color of the signage and the manner in
which it will be attached shall be subject to the reasonable approval of
Landlord and all applicable governmental authorities. Although the Building-top
signage will be maintained by Landlord, in a manner reasonably satisfactory to
Landlord, Tenant shall pay the cost of any maintenance, repair and replacement
associated with Tenant’s use of the Building-top signage. Upon the expiration or
earlier termination of the Lease or Tenant’s right to possession of the
Premises, or if Tenant leases and occupies less than the entire fourth (4th)
floor of the Building, Landlord, at Tenant’s sole cost and expense, payable as
Additional Rent within thirty (30) days after demand thereof, shall have the
right to remove Tenant’s signage from the Building-top sign and restore the such
sign to the condition it was in prior to the installation of Tenant’s signage
thereon, ordinary wear and tear excepted. The rights provided for in this
Paragraph 12 shall be personal to the Tenant originally named in this Amendment
and non-transferable unless otherwise agreed to by Landlord in writing, in
Landlord’s sole discretion.
  13.      Parking. Effective as of the
Additional Premises Commencement Date, the parking provisions set forth in
Section 1 of Exhibit F to the Lease shall apply on the terms and conditions set
forth therein, except that (i) the parking made available to Tenant shall be
increased by eleven (11) unreserved Spaces in the Parking Facility (for a total
of seventy-one (71) unreserved Spaces), and (ii) during the Extension Term,
and any renewal thereof, Tenant shall be entitled to the use of the eleven (11)
unreserved Spaces referenced above at no additional cost.
  14.      Conference Center. No more than once
per calendar year during the Term, as extended by Paragraph 5 above, and subject
to availability, Tenant shall be permitted to use the conference center on the
1st floor of the Building for Tenant’s meetings. Except with respect to
after-hours HVAC costs as set forth in Section 7.01(b) of the Lease, Tenant’s
use of the Building’s conference center shall be at no additional cost. Tenant
shall notify Landlord in advance of the date that Tenant desires to reserve such
conference rooms and Landlord shall promptly notify Tenant whether the
conference room is available for Tenant’s use and, if available, confirm
Tenant’s reservation thereof. The provisions of Section 13 of the Lease shall
fully apply in connection with use of the conference rooms by Tenant or any
Tenant Related Party. Without limitation of the preceding sentence, Tenant shall
hold Landlord and the Landlord Related Parties harmless from and indemnify the
Landlord Related Parries against any and all Losses to the extent arising from
(a) the acts or omissions of Tenant or any other Tenant Related Party in, on or
about the conference rooms, or (b) any accident, injury or damage, howsoever and
by whomsoever caused, to any Tenant Related Party, occurring in, on or about the
conference rooms. Landlord may prescribe rules and regulations for the use of
the conference room, and Tenant’s use thereof shall be conditioned upon Tenant’s
observance of such rules and regulations.
  5
 15.      Janitorial Services. In accordance
with Section 7.01 of the Lease, Landlord shall furnish standard janitorial
service on Business Days, including those services listed on Exhibit D attached
hereto.
  16.      Brokers. Tenant represents and
warrants that it has negotiated this Amendment directly with Shorenstein Realty
Services, L.P. and Pacific Real Estate Partners, collectively on behalf of
Landlord, and NAI Norris, Beggs & Simpson, on behalf of Tenant
(collectively, the “Brokers”), and Tenant has not authorized or employed, or
acted by implication to authorize or to employ, any other real estate broker or
salesman to act for Tenant in connection with this Amendment. Tenant shall
indemnify, defend and hold Landlord harmless from and against any and all claims
by any real estate broker or salesman other than the Brokers for a commission,
finder’s fee or other compensation as a result of Tenant’s entering into this
Amendment.
  17.      Authority. If Tenant is a corporation,
partnership, trust, association or other entity, Tenant and each person
executing this Amendment on behalf of Tenant hereby covenants and warrants that
(i) Tenant is duly incorporated or otherwise established or formed and validly
existing under the laws of its state of incorporation, establishment or
formation, (ii) Tenant has and is duly qualified to do business in the state in
which the Building is located, (iii) Tenant has full corporate, partnership,
trust, association or other appropriate power and authority to enter into this
Amendment and perform all of Tenant’s obligations under the Lease, as amended by
this Amendment, and (iv) each person (and all of the persons if more than one
signs) signing this Amendment on behalf of Tenant is duly and validly authorized
to do so.
  18.      Lease in Full Force and Effect. Except
as provided above, the Lease is unmodified hereby and remains in full force and
effect.
  19.      No Offer. Submission of this
instrument for examination and signature by Tenant does not constitute an offer
to lease or a reservation of or option for lease, and is not effective as a
lease amendment or otherwise until execution and delivery by both Landlord and
Tenant.
  IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date
and year first above written above.
  Landlord:
                            
                            Tenant:OR-KRUSE
      OAKS, L.L.C.,
                            
                            AEQUITAS
      CAPITAL MANAGEMENT ,INC.,a
      Delaware limited liability company
                            
                            an
      Oregon corporationBy:
                            /s/
      Gregg Meyer
                            
                            By:
                            /s/
      Andrew MacRitchieName:
                            Gregg
      Meyer
                            
                            Name:
                            Andrew
      MacRitchieTitle:
                            Vice
      President
                            
                            Title:
                            Executive
      V.P.
  6
 
 EXHIBIT
A
 
 Additional
Premises
 
 
 
 
 
 EXHIBIT
B
 
 Form of
Additional Premises Commencement Date Letter
  Aequitas
Capital Management, Inc.
 5300
Meadows Road, Suite 400
 Lake
Oswego, Oregon 97035
 Attn:
  Re:
              Lease
      dated as of October 19, 2006, as amended by First Amendment to Lease dated
      as of __________, 2009 (as amended, the “Lease”) between OR-KRUSE OAKS,
      L.L.C., a Delaware limited liability company (“Landlord”), and AEQUITAS
      CAPITAL MANAGEMENT INC., an Oregon corporation (“Tenant”), for premises in
      the building located at 5300 Meadows Road, Lake Oswego, Oregon, commonly
      known as Kruse Oaks I.
  Ladies
and Gentlemen:
  This
letter is given pursuant to the captioned First Amendment to Lease (the
“Amendment”). Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Lease.
  The  Additional  Premises  Commencement  Date  under
the  Amendment  occurred   on
____________________, which is the date Landlord delivered the Additional
Premises to Tenant in the condition required by the Amendment. The New
Termination Date under the Lease is October 31, 2014.
  Please
sign and return the enclosed copy of this letter evidencing your agreement with
the foregoing. If we do not receive the countersigned letter from you within ten
(10) days of the date hereof, or your letter disagreeing with the foregoing with
such ten (10) day period, you will be deemed to have agreed to the duties set
forth in this letter.
  Landlord:
  OR-KRUSE
OAKS, L.L.C.,
 a
Delaware limited liability company
 
 By:Name:Title:
  AGREED
  Tenant:
  AEQUITAS
CAPITAL MANAGEMENT, INC.,
 an Oregon
corporation
 
 By:Name:Title:
  
 EXHIBIT
C
  Additional
Premises Work Letter
  This
Exhibit is attached to and made a part of the First Amendment to Lease (the
“Amendment”) by and between OR-KRUSE OAKS, L.L.C., a Delaware limited liability
company (“Landlord”), and AEQUITAS CAPITAL MANAGEMENT INC., an Oregon
corporation (“Tenant”), for space in the Building located at 5300 Meadows Road,
Lake Oswego, Oregon, commonly known as Kruse Oaks I. Capitalized terms used but
not defined herein shall have the meanings given in the Amendment.
  1.        This
Work Letter shall set forth the obligations of Landlord and Tenant with respect
to the improvements to be performed in the Additional Premises and the Existing
Premises for Tenant’s use pursuant to the Lease. All improvements described in
this Work Letter to be constructed in and upon the Additional Premises and the
Existing Premises by Landlord are hereinafter referred to collectively as the
“Landlord Work.” It is agreed that construction of the Landlord Work, including
the preparation of the space plan and final plans with respect thereto (and all
revisions thereto), will be completed at Tenant’s sole cost and expense, subject
to the AP Allowance, the Additional Allowance and the EP Allowance (as such
terms are defined below). Landlord shall enter into a direct contract for the
Landlord Work with a general contractor selected by Landlord. In addition,
Landlord shall have the right to select and/or approve of any subcontractors
used in connection with the Landlord Work.
  2.        Landlord
and Tenant have approved a preliminary space plan prepared by Landlord’s
architect, Group Mackenzie, dated as of July 21, 2009, described as Option A. In
accordance with such schedule as Landlord shall determine, Landlord shall cause
its architect, Group MacKenzie, to modify the above referenced space plan with
respect to the Landlord Work, and shall submit such space plan to Tenant for
Tenant’s reasonable approval. Tenant shall approve or disapprove the space plan
in writing within three (3) Business Days after its receipt thereof. If Tenant
disapproves the revised space plan, Tenant’s written notice of disapproval shall
specify any changes or modifications Tenant desires in the revised space plan.
After receipt of such written notice of disapproval, Landlord shall cause its
architect to revise the space plan, taking into account the reasons for Tenant’s
disapproval (provided, however, that Landlord shall not be required to cause its
architect to make any revision to the space plan that Landlord reasonably
disapproves), and resubmit the space plan to Tenant for its approval. Such
procedure shall be repeated as necessary until Tenant has approved the space
plan; provided, however, that except for the first such revision, Tenant shall
be responsible for any Tenant Delay in completion of the Premises resulting from
any revision to the additional plans.
  3.        If
Landlord deems necessary, Landlord shall cause its architect to prepare and
deliver to Tenant final plans with respect to the Landlord Work, such as final
architectural, electrical and mechanical construction drawings, plans and
specifications, which final plans shall be prepared strictly in accordance with
the aforesaid space plan, and the term “Plans” as used herein shall mean such
final plans, as revised, if applicable, and approved by Tenant as hereinafter
provided. Tenant shall approve or disapprove the final plans in writing within
three (3) Business Days after its receipt thereof. If Tenant disapproves the
final plans, Tenant’s written notice of disapproval shall specify any changes or
modifications Tenant desires in the final plans. After receipt of such written
notice of disapproval, Landlord shall cause its architect to revise the final
plans, taking into account the reasons for Tenant’s disapproval (provided,
however, that Landlord shall not be required to cause its architect to make
any revision to the final plans that Landlord reasonably disapproves), and
resubmit the final plans to Tenant for its approval. Such procedure shall be
repeated as necessary until Tenant has approved the final plans; provided,
however, that except for the first such revision, Tenant shall be responsible
for any Tenant Delay in completion of the Additional Premises and the Existing
Premises resulting from any revision to the final plans. Tenant agrees that it
shall be reasonable for Landlord to disapprove any revision to the final plans
that would, in Landlord’s reasonable judgment, cause the final plans to (a) fail
to conform strictly to the initial space plan approved by Landlord and Tenant,
or (b) fail to comply with applicable Law or with Landlord’s requirements for
avoiding aesthetic or other conflicts with the design and function of the
balance of the Building. If Landlord does not prepare any final plans with
respect to the Landlord Work, the term “Plans” shall mean the space plan
referred to in Paragraph 2 above.
  4.        If
Landlord’s estimate and/or the actual cost of construction of the Landlord Work
shall exceed the Allowance, Landlord, prior to commencing any construction of
the Landlord Work, shall submit to Tenant a written estimate setting forth the
anticipated cost of the Landlord Work, including but not limited to labor and
materials, architects’ fees, contractors’ fees and permit fees. Within 3
Business Days thereafter, Tenant shall either notify Landlord in writing of its
approval of the cost estimate, or specify its objections thereto and any desired
changes to the proposed Landlord Work. If Tenant notifies Landlord of such
objections and desired changes, Tenant shall work with Landlord to reach a
mutually acceptable alternative cost estimate.
  
 5.        If
Landlord’s estimate and/or the actual cost of construction of the Landlord Work
shall exceed the AP Allowance, the Additional Allowance or the EP Allowance,
respectively (such amounts exceeding the AP Allowance, the Additional Allowance
or the EP Allowance, respectively, being herein referred to as the “Excess
Costs”), Tenant shall pay to Landlord such Excess Costs, plus any applicable
state sales or use tax thereon, upon demand. The statements of costs submitted
to Landlord by Landlord’s contractors shall be conclusive for purposes of
determining the actual cost of the items described therein. The amounts payable
by Tenant hereunder constitute Rent payable pursuant to the Lease, and the
failure to timely pay same constitutes an event of default under the
Lease.
  6.        If
Tenant shall request any change, addition or alteration in any of the Plans
after approval by Landlord and Tenant, Landlord shall have such revisions to the
drawings prepared, and, subject to the AP Allowance, the Additional Allowance
and the EP Allowance, Tenant shall reimburse Landlord for the cost thereof, plus
any applicable state sales or use tax thereon, upon demand. Promptly upon
completion of the revisions, Landlord shall notify Tenant in writing of the
increased cost, if any, which will be chargeable to Tenant by reason of such
change, addition or deletion. Tenant, within one (1) Business Day, shall notify
Landlord in writing whether it desires to proceed with such change, addition or
deletion. In the absence of such written authorization, Landlord shall have the
option to continue work on the Additional Premises and the Existing Premises
disregarding the requested change, addition or alteration, or Landlord may elect
to discontinue work on the Premises until it receives notice of Tenant’s
decision. If such revisions result in a higher estimate of the cost of
construction and/or higher actual construction costs which exceed the AP
Allowance, the Additional Allowance or the EP Allowance, respectively, such
increased estimate or costs shall be deemed Excess Costs pursuant to Paragraph 5
hereof and Tenant shall pay such Excess Costs, plus any applicable state sales
or use tax thereon, upon demand.
  7.        Following
approval of the Plans and the payment by Tenant of the required portion of the
Excess Costs, if any, Landlord shall cause the Landlord Work to be constructed
substantially in accordance with the approved Plans. Landlord shall notify
Tenant of substantial completion of the Landlord Work.
  8.        Landlord,
provided Tenant is not in default, agrees to provide Tenant with an allowance
(the “AP Allowance”) in an amount not to exceed $68,850.00 (i.e., $25.00 per
rentable square foot of the Additional Premises) to be applied toward the cost
of the Landlord Work in the Additional Premises. If the AP Allowance shall not
be sufficient to complete the Landlord Work for the Additional Premises, Tenant
shall pay the Excess Costs, plus any applicable state sales or use tax thereon,
as prescribed in Paragraph 5 above. Any portion of the AP Allowance which
exceeds the aggregate cost of the Landlord Work for the Additional Premises or
is otherwise remaining after November 30, 2010 shall accrue to the sole benefit
of Landlord, it being agreed that Tenant shall not be entitled to any credit,
offset, abatement or payment with respect to such excess.
  9.        Landlord,
provided Tenant is not in default, agrees to provide Tenant with an allowance
(the “Additional Allowance”) in an amount not to exceed $2,754.00 (i.e., $1.00
per rentable square foot of the Additional Premises) to be applied toward the
cost of design, space planning and construction drawings for the Landlord Work
in the Additional Premises and the Existing Premises. If the Additional
Allowance shall not be sufficient to complete the design, space planning and
construction drawings for the Landlord Work in the Additional Premises and the
Existing Premises, Tenant shall pay the Excess Costs, plus any applicable state
sales or use tax thereon, as prescribed in Paragraph 5 above. Any portion of the
Additional Allowance which exceeds the aggregate cost of the design, space
planning and construction drawings for the Landlord Work in the Additional
Premises and the Existing Premises or is otherwise remaining after November 30,
2010 shall accrue to the sole benefit of Landlord, it being agreed that Tenant
shall not be entitled to any credit, offset, abatement or payment with respect
to such excess.
  10.      Landlord,
provided Tenant is not in default, agrees to provide Tenant with an allowance
(the “EP Allowance”) in an amount not to exceed $172,160.00 (i.e., $10.00 per
rentable square foot of the Existing Premises) to be applied toward the cost of
the Landlord Work in the Existing Premises. If the EP Allowance shall not be
sufficient to complete the Landlord Work in the Existing Premises, Tenant shall
pay the Excess Costs, plus any applicable state sales or use tax thereon, as
prescribed in Paragraph 5 above. If, following the completion of the Landlord
Work in the Existing Premises, there remains any unused portion of the EP
Allowance, Landlord shall apply 50% of such unused amount (the “Rent Credit”)
towards the next payment of Base Rent due by Tenant for the Existing Premises
under the Lease until such credit is exhausted, as provided below. In the event
there exists a Rent Credit, Landlord shall promptly notify Tenant of the amount
of the Rent Credit. Any portion of the EP Allowance which exceeds the cost of
the Landlord Work in the Existing Premises or is otherwise remaining after
November 30, 2010 shall accrue to the sole benefit of Landlord, it being agreed
that Tenant shall not be entitled to any credit, offset, abatement or payment
with respect thereto, except as expressly provided above in this Paragraph
10.
  
 11.      Tenant
acknowledges that the Landlord Work may be performed by Landlord in the
Additional Premises and the Existing Premises during Building Service Hours.
Landlord and Tenant agree to cooperate with each other in order to enable the
Landlord Work to be performed in a timely manner and with as little
inconvenience to the operation of Tenant’s business in the Existing Premises as
is reasonably possible. Notwithstanding anything herein to the contrary, any
delay in the completion of the Landlord Work or inconvenience suffered by Tenant
in the Existing Premises during the performance of the Landlord Work shall not
subject Landlord to any liability for any loss or damage resulting therefrom or
entitle Tenant to any credit, abatement or adjustment of Rent or other sums
payable under the Lease.
  12.      Notwithstanding
anything to the contrary contained in this Work Letter, the EP Allowance, the AP
Allowance and the Additional Allowance may be used for the costs of the Landlord
Work in the either or both of the Existing Premises and/or the Additional
Premises.
  13.      Except
for the Existing Premises and the Additional Premises, this Exhibit shall not be
deemed applicable to any additional space added to the Premises at any time or
from time to time, whether by any options under the Lease or otherwise or any
additions to the Existing Premises in the event of a renewal or extension of the
original term of the Lease, whether by any options under the Lease or otherwise,
unless expressly so provided in the Lease or any amendment or supplement to the
Lease.
  
  EXHIBIT
D
  Janitorial
Services
  GCA
Janitorial Services (Page 1)
  II.
PROPERTY SPECIFIC SCOPE OF WORK
  Services
shall include, but not be limited to, the following:
  A. 
  OFFICE AREAS (All Floors)
 1. Nightly Services (Five (5)
nights per week)
 a)
              Empty
      all waste receptacles. Clean and reline, when needed. Remove material to
      designated areas.
 b)
              Remove
      recycling material - collection will occur when the container is half to
      three quarters full, otherwise on a weekly
  basis.
 c)
              Vacuum
      all carpeted main traffic and use areas, including conference rooms, with
      the exception of individual offices (see
  weekly).
 d)
              Damp
      wipe and polish all glass furniture
tops.
 e)
                Remove
      all finger marks and smudges from all vertical surfaces, including doors,
      door frames, around light switches, private entrance glass, and
      partitions.
 f)
              Wash
      and sanitize all drinking
fountains.
 g)
              Sweep
      all uncarpeted floors employing dust control techniques and remove black
      heel scuff marks.
 h)
              Damp
      mop spillage in uncarpeted office
areas.
 i)
                Spot
      clean carpets to remove light spillage. Report large spills and stains tosupervisor.
 j)
                Assure
      all designated locked doors are closed after area has been
      cleaned.
 k)
                Activate
      all alarm systems as instructed by occupant (if
    applicable).
 l)
                Arrange
      chairs at desk and conference room tables and turn off lights upon
      exiting.
 m)
                Clean
      all lunchroom/eating areas. Wash and wipe tables and counter tops and
      clean sinks.
   2.   
Weekly
Services
 a)
              Vacuum
      all carpeted areas completely, including edge vacuum detail, private
      offices and cubicle interiors, desk knee area spaces and under waste
      containers.
 b)
              Dust
      and wipe clean with damp or treated cloth all office furniture, chair
      bases and arms, telephones, files, paneling, cubicle partitions, cubicle
      shelves and handholds, window sills, and other fixtures or ledges, and all
      other horizontal surfaces as needed to maintain clean appearance.
      Additional dusting of lobby, display shelves in the front reception area,
      president’s and three executive offices on Sundays. (DO NOT MOVE
      PAPERS).
 c)
              Damp
      mop uncarpeted surface floors.
 3.   
Monthly
Services
 a)
              Cleaning
      refrigerator and freezer.
  B.   
RESTROOMS
 1.    Nightly
services (Five (5) nights per week)
 a)
              Clean
      and sanitize all mirrors, bright work, countertops and enameled
      surfaces.
 b)
              Wash
      and disinfect all basins, urinals, bowls (cleaning underside of rim) and
      fixtures using scouring powder to remove
stains.
 c)
              Wash
      both sides of all toilet seats with soap and/or
    disinfectant.
 d)
              Clean
      flushometers, piping, toilet seat hinges, and other
  metal.
 e)
              Empty,
      clean, and damp wipe all waste
receptacles.
 f)
                Sweep,
      wet mop, and sanitize entire floor, including around toilet seats and
      under urinals.
 g)
              Damp
      wipe all walls, partitions, doors, and outside surfaces of all
      dispensers.
  
  GCA Janitorial
Services (Page 2)
  h)
              Fill
      toilet paper, soap, towels, and sanitary napkin dispensers (if
      applicable).
 i)
                Wash
      and disinfect all showers, including shower walls, floors, bright work anddoors
      (if applicable).
 j)
              Wash
      or replace trash liner.
  C.  
 LOBBY, ELEVATOR, CORRIDOR, STAIRWAYS AND ENTRANCE AREAS
 1.Nightly Service (Five (5)
nights per week)
 a)
              Sweep
      and wet mop all stone, vinyl or composition lobby
  floors.
 b)
              Vacuum
      and spot clean all carpeted floor and
mats.
 c)
              Dust
      and polish all bright work, including mirrors and elevator call
      buttons.
 d)
              Dust
      and polish all metal surfaces in elevators, including tracks, and elevator
      doors.
 e)
              Vacuum
      and spot clean all carpet in
elevators.
 f)
              Clean
      and polish all trash receptacles.
 g)
              Dust
      all fire extinguisher cabinets and/or
units.
 h)
              Spot
      clean all doors.
 i)
              Wash,
      disinfect and dry polish water coolers (if
  applicable).
 j)
              Clean
      glass entrance doors and adjacent glass panels, i.e. relites (if
      applicable).
 k)
              Sweep
      and/or vacuum all stairways and landings (if
  applicable).
 l)
              Maintain
      lobby floor as recommended by
manufacturer.
  D.   
JANITORIAL ITEMS/AREAS
 1.   
NightlyServices (Five (5) nights
per week)
 a)    Keep
janitorial rooms in a clean, neat and orderly condition.
 b)    Maintain
all janitorial carts and equipment in safe and clean condition.
  E.   
 FITNESS CENTER (If applicable)
 1.    Nightly Service (Five (5)
nights per week)
 a)    Vacuum
all exposed carpeted floors.
 b)    Spot
clean all mirrors and walls.
 2.Weekly
Services
 a)    Edge
vacuum all carpeted areas.
 b)    Dust
all ledges.
 c)    Clean
mirrors completely.
 d)    Stocking
supplies and towels.
  F.    
LOCKER ROOMS (if applicable)
 1.   
Nightly Services (Five
(5) nights per week)
 a)
              Perform
      complete building restroom cleaning specifications to restroom and locker
      room areas.
 b)
              Clean
      and disinfect showers completely, including walls, doors, floors, and
      floor drains.
  G.
LOADING DOCK, VAN PARKING AREAS
 1.    Nightly Services (Five (5)
nights per week)
 a)     Empty
and reline all waste receptacles.
 b)     Sweep
ramps, loading bays and parking areas for trash and cigarette
butts.
 c)     Dust
and clean all doors and frames, ledges and other fixtures.
  GCA Janitorial Services (Page 3)
 H.   
GENERAL BUILDING COMMON AREA SERVICES
 1.    Nightly Service (Five (5)
nights per week)
 a)
                Spot
      clean and restock, as needed, all janitorial service
    closets.
 b)
              Pick
      up and compact all recycle trash, including boxes in accordance with
      tenants recycle specifications.
 c)
              Vacuum
      all garage lobbies and elevator
carpets.
 2.   
Weekly
Service
 a)
                Inventory
      and restock janitorial stores and notify Property Management of supply
      reordering needs.
  I.  ADDITIONAL
SERVICES
  3.    Resilient Floor Care
Services
 a)    Scrub
and refinish semi-annually.
 b)    Clean
and buff quarterly.
 4.    Common Area Carpet Cleaning
Services
 a) Main
level common areas of each building and elevator cabs:
 (i) Spot clean, extract or bonnet clean, as needed, monthly.
 b)   
All other common areas of building:
 (i) Spot clean, extract or bonnet clean, as needed, quarterly.
  THIS PAGE
ENDS EXHIBIT D
  
  KRUSE
OAKS I
 lake
oswego, oregon
  OFFICE
LEASE AGREEMENT
 
 BETWEEN
  OR
KRUSE OAKS L.L.C., a Delaware limited liability company
 (“LANDLORD”)
  AND
  AEQUITAS
CAPITAL MANAGEMENT, INC., an Oregon corporation
 (“TENANT”)
  
  OFFICE
LEASE AGREEMENT
  THIS
OFFICE LEASE AGREEMENT(the “Lease”)is
made and entered into as of October 19, 2006, by and between, OR-KRUSE OAKS L.L.C., a Delaware
limited liability company (“Landlord”),and AEQUITAS CAPITAL MANAGEMENT, INC.,an Oregon corporation
(“Tenant”).The following exhibits and attachments are incorporated into
and made a part of this Lease: Exhibit A(Outline and
Location of Premises), ExhibitB (Expenses and Taxes), Exhibit C(Work Letter), Exhibit D(Commencement
Letter), Exhibit E(Building Rules and Regulations), Exhibit F(Additional
Provisions), and Exhibit G(Offering Space).
  1.   
 Basic Lease Information.
  1.01     “Building”shall mean the
building located at 5300 Meadows Road, Lake Oswego, Oregon 97035, commonly known
as Kruse Oaks I. “Rentable
Square Footage of the Building”is deemed to be 91,690square
feet.
  1.02     “Premises”shall mean the area
shown on Exhibit Ato
this Lease. The Premises is located on the 4th floor
and known as suite 400. If the Premises include one or more floors in their
entirety, all corridors and restroom facilities located on such full floor(s)
shall be considered part of the Premises. The “Rentable Square Footage of the
Premises”is deemed to be 17,216square feet. Landlord and
Tenant stipulate and agree that the Rentable Square Footage of the Building and
the Rentable Square Footage of the Premises are correct.
  1.03   “Base Rent”:
  Annual
      Rate
                        
                        
                        MonthlyLease
      Months
                        
                        Per
      Square Foot
                        
                        
                        Base
      Rent1 -
      12
                        
                        $
                        28.00
                        
                        
                        $
                        40,170.6713-24
                        
                        $
                        28.84
                        
                        
                        $
                        41,375.7925-36
                        
                        $
                        29.71
                        
                        
                        $
                        42,623.9537-42
                        
                        $
                        30.60
                        
                        
                        $
                        43,900.80
  As used
herein, “Lease Month”means (a) the period commencing on the Commencement Date (defined in
Section 3 below) and expiring on the last day of the first full calendar month
commencing on or after the Commencement Date, and (b) each subsequent full
calendar month occurring during the Term (defined in Section 1.06
below).
  Notwithstanding
anything in this Section of the Lease to the contrary, so long as Tenant is not
in default under this Lease, Tenant shall be entitled to an abatement of Base
Rent in the amount of $40,170.67 per month for the period commencing on the
Commencement Date and expiring exactly two months thereafter (the “Base Rent Abatement Period”).The total amount of Base Rent abated during the Base Rent Abatement
Period shall equal $80,341.34 (the “Abated Base Rent”).If Tenant
defaults at any time during the Term and fails to cure such default within any
applicable cure period under the Lease, all Abated Base Rent shall immediately
become due and payable. The payment by Tenant of the Abated Base Rent in the
event of a default shall not limit or affect any of Landlord’s other rights,
pursuant to this Lease or at law or in equity. During the Base Rent Abatement
Period, only Base Rent shall be abated, and all Additional Rent and other costs
and charges specified in this Lease shall remain as due and payable pursuant to
the provisions of this Lease.
  1.04     “Tenant’s Pro Rata Share”:
18.7763%.
  1.05     “Base Year”for Taxes (defined
in Exhibit B):2007;
“Base Year”for Expenses
(defined in Exhibit B):2007.
  1.06     “Term”:The period commencing
on the Commencement Date and, unless terminated early in accordance with this
Lease, expiring on the last day of the 42nd Lease Month (the “Termination
Date”).
  1.07     Allowance(s):None (see Exhibit C- Work
Letter).
  1.08     “Security Deposit”:$43,900.80. as more fully described in Section 6.
  1.09     “Guarantor(s)”:As of the date
of this Lease, there are no Guarantors.
  1
 1.10    “Broker(s)”:Norris, Beggs
& Simpson, representing Tenant (“Tenant’s Broker”),and Equity
Office Properties Management Corp., representing Landlord (“Landlord’s
Broker”).
  1.11    “Permitted Use”:General office
use.
  1.12    “Notice
Address(es)”:
  Landlord:
                          
                          Tenant:OR
      KRUSE OAKS L.L.C.
                          
                          Prior
      to the Commencement Date:c/o
      Equity OfficeOne
      SW Columbia StreetSuite
      300Portland,
      Oregon 97258Attn:
      Property Manager
                          
                          Attn:
      ______________________________After
      the Commencement Date, notices shall be sent to Tenant at the
      Premises.
  A copy of
any notices to Landlord shall be sent to Equity Office, One Market, Spear Tower,
Suite 600,San Francisco, California 94105,Attn: Seattle Regional Counsel.
  1.13    “Business Day(s)”are Monday
through Friday of each week, exclusive of New Year’sDay, Presidents Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day
(“Holidays”).Landlord may designate additional
Holidays that are commonly recognized by other office buildings in the area
where the Building is located. “BuildingService Hours”are
7:00
a.m. to 6:00
p.m. on Business Days.
  1.14    “Landlord Work”means the work
that Landlord is obligated to perform in the Premises pursuant to a separate
agreement (the “Work
Letter”)attached to this Lease
asExhibit
C.
  1.15    “Property”means the Building
and the parcel(s) of land on which it is located and, at Landlord’s discretion,
the parking facilities and other improvements, if any, serving the Building and
the parcel(s) of land on which they are located.
  1.16    “Letter of Credit”:None.
  2.     Lease
Grant.
  The
Premises are hereby leased to Tenant from Landlord, together with the right to
use any portions of the Property that are designated by Landlord for the common
use of tenants and others (the “Common Areas”).
  3.     Adjustment
of Commencement Date; Possession.
  3.01.As used herein, “Commencement Date” means the later of (a) January 1, 2007(the “Target
Commencement Date”),or (b) the
date on which the Landlord Work is Substantially Complete (defined below).
Landlord’s failure to Substantially Complete the Landlord Work by the Target
Commencement Date shall not be a default by Landlord or otherwise render
Landlord liable for damages. Promptly after the determination of the
Commencement Date, Landlord and Tenant shall enter into a commencement letter
agreement in the form attached as Exhibit D.Tenant’s failure to
execute and return the commencement letter, or to provide written objection to
the statements contained in the letter, within 30days after the date of the letter shall be deemed an approval by Tenant
of the statements contained therein. If the Termination Date does not fall on
the last day of a calendar month, Landlord and Tenant may elect to adjust the
Termination Date to the last day of the calendar month in which the Termination
Date occurs by the mutual execution of a commencement letter agreement setting
forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete”on
the date that all Landlord Work has been performed, other than any details of
construction, mechanical adjustment or any other similar matter, the
non-completion of which does not materially interfere with Tenant’s use of the
Premises. If Landlord is delayed in the performance of the Landlord Work as a
result of the acts or omissions of Tenant, the Tenant Related Parties (defined
in Section 13)or
their respective contractors or vendors, including, without limitation, changes
requested by Tenant to approved plans, Tenant’s failure to comply with any of
its obligations under this Lease, or the specification of any materials or
equipment with long lead times (a “Tenant Delay”),the Landlord Work shall be deemed
to be Substantially Complete on the date that Landlord could reasonably have
been expected to Substantially Complete the Landlord Work absent any Tenant
Delay.
 
 2
  3.02.    If
the Commencement Date has not occurred on or before the Outside Completion Date
(defined below), Tenant shall be entitled to a rent abatement following the
expiration of the Base Rent Abatement Period of $2,591.66 for every day in the
period beginning on the Outside Completion Date and ending on the Commencement
Date. The “Outside Completion
Date”shall mean the date which is 90 days after the later of (i) the
date this Lease is properly executed and delivered by Tenant, (ii) the date all
prepaid rental, Security Deposits and Guaranties required under this Lease are
delivered to Landlord, (iii) the date the building permit for the Landlord Work
has been obtained, and, if applicable, (iv) the date all contingencies, ifany,
specified in this Lease have been satisfied or waived in writing by Landlord.
Landlord and Tenant acknowledge and agree that: (i) the determination of the
Commencement Date shall take into consideration the effect of any Tenant Delays
by Tenant; and (ii) the Outside Completion Date shall be postponed by the number
of days the Commencement Date is delayed due to events of Force Majeure. *
Tenant will have access to premises for installation of phone, data & other
personal property at a minimum of 7 days prior to formal occupancy.
 
 3.03.    Notwithstanding
the foregoing, if the Commencement Date has not occurred on or before the
Required Completion Date (defined below), Tenant, as its sole remedy, may
terminate this Lease by giving Landlord written notice of termination on or
before the earlier to occur of: (i) 5 Business Days after the Required
Completion Date; and (ii) the Commencement Date. In such event, this Lease shall
be deemed null and void and of no further force and effect and Landlord shall
promptly refund any prepaid rent and Security Deposit previously advanced by
Tenant under this Lease and, so long as Tenant has not previously defaulted
under any of its obligations under the Work Letter, the parties hereto shall
have no further responsibilities or obligations to each other with respect to
this Lease. The “Required
Completion Date”shall mean the date which is 180 days after the later of
(i) the date this Lease is properly executed and delivered by Tenant, (ii) the
date all prepaid rental, Security Deposits and Guaranties required under this
Lease are delivered to Landlord, (iii) the date the building permit for the
Landlord Work has been obtained, and, if applicable, (iv) the date all
contingencies, if any, specified in this Lease have been satisfied or waived in
writing by Landlord. Landlord and Tenant acknowledge and agree that: (i) the
determination of the Commencement Date shall take into consideration the effect
of any Tenant Delays; and (ii) the Required Completion Date shall be postponed
by the number of days the Commencement Date is delayed due to events of Force
Majeure. Notwithstanding anything herein to the contrary, if Landlord determines
in good faith that it will be unable to cause the Commencement Date to occur by
the Required Completion Date, Landlord shall have the right to immediately cease
its performance of the Landlord Work and provide Tenant with written notice (the
“Completion Date Extension
Notice”)of such inability,
which Completion Date Extension Notice shall set forth the date on which
Landlord reasonably believes that the Commencement Date will occur. Upon receipt
of the Completion Date Extension Notice, Tenant shall have the right to
terminate this Lease by providing written notice of termination to Landlord
within 5 Business Days after the date of the Completion Date Extension Notice.
If Tenant does not terminate this Lease within such 5 Business Day period, the
Required Completion Date automatically shall be amended to be the date set forth
in Landlord’s Completion Date Extension Notice.
 3.04.   
Subject to Landlord’s obligation, if any to perform Landlord Work the Premises
are accepted by Tenant in “as is” condition and configuration without any
representations or warranties by Landlord. By taking possession of the Premises
Tenant agrees that the Premises [ILLEGIBLE].
 
 3
  4.    
Rent.
  4.01    Tenant
shall pay Landlord without any setoff or deduction unless expressly set forth in
this Lease, all Base Rent and Additional Rent due to the Tenant (collectively
referred to as “Rent”). “Additional Rent”means all sums
(exclusive of Base Rent) that Tenant is required to pay Landlord under this
Lease. Tenant shall pay and be liable for all rental, sales and use taxes (but
excluding income taxes), if any, imposed upon or measured by Rent. Base Rent and
recurring monthly charges of Additional Rent shall be due and payable in advance
on the first day of each calendar month without notice, or demand, provided that
the installment of Base Rent for the third full calendar month of the Term, and
the first monthly installment of Additional Rent for Expenses and Taxes, shall
be payable not later than the Commencement Date of this Lease. All other items
of Rent shall be due and payable by Tenant on or before 30 days after billing by
Landlord. Rent shall be made payable to the entity, and sent to the address,
Landlord designates and shall be made by good and sufficient check or by other
means acceptable to Landlord. Tenant shall pay Landlord an administration fee
equal to 5% of all past due Rent, provided that Tenant shall be entitled to a
grace period of 5 days for the first 2 late payments of Rent in a calendar year.
In addition, past due Rent shall accrue interest at 12% per annum. Landlord’s
acceptance of less than the correct amount of Rent shall be considered a payment
on account of the earliest Rent due. Rent for any partial month during the Term
shall be prorated. No endorsement or statement on a check or letter accompanying
payment shall be considered an accord and satisfaction. Tenant’s covenant to pay
Rent is independent of every other covenant in this Lease.
  4.02   
Tenant shall pay Tenant’s Pro Rata Share of Taxes and Expenses in accordance
with Exhibit Bof this
Lease.
  5.    Compliance with Laws;
Use.
  The
Premises shall be used for the Permitted Use and for no other use whatsoever.
Tenant shall comply with all statutes, codes, ordinances, orders, rules and
regulations of any municipal or governmental entity whether in effect now or
later, including the Americans with Disabilities Act (“Law(s)”),regarding the operation of Tenant’s
business and the use, condition, configuration and occupancy of the Premises. In
addition, Tenant shall, at its sole cost and expense, promptly comply with any
Laws that relate to the “Base Building” (defined below), but only to the extent
such obligations are triggered by Tenant’s use of the Premises, other than for
general office use, or Alterations or improvements in the Premises performed or
requested by Tenant. “Base
Building”shall include the structural portions of the Building, the
public restrooms and the Building mechanical, electrical and plumbing systems
and equipment located in the internal core of the Building on the floor or
floors on which the Premises are located. Tenant shall promptly provide Landlord
with copies of any notices it receives regarding an alleged violation of Law.
Tenant shall comply with the rules and regulations of the Building attached as
Exhibit Eand such other
reasonable rules and regulations adopted by Landlord from time to time,
including rules and regulations for the performance of Alterations (defined in
Section 9).
  6.    
  Security Deposit.
  The
Security Deposit shall be delivered to Landlord upon the execution of this Lease
by Tenant and held by Landlord without liability for interest (unless required
by Law) as security for the performance of Tenant’s obligations. The Security
Deposit is not an advance payment of Rent or a measure of damages. Landlord may
use all or a portion of the Security Deposit to satisfy past due Rent, to cure
any Default (defined in Section 18) by Tenant, or to satisfy any other loss or
damage resulting from Tenant’s Default as provided in Section 19. If Landlord
uses any portion of the Security Deposit, Tenant shall, within 5 days after
demand, restore the Security Deposit to its original amount. Landlord shall
return any unapplied portion of the Security Deposit to Tenant within 45 days
after the later to occur of: (a) determination of the final Rent due from
Tenant; or (b) the later to occur of the Termination Date or the date Tenant
surrenders the Premises to Landlord in compliance with Section 25. Landlord may
assign the Security Deposit to a successor or transferee and, following the
assignment, Landlord shall have
nofurther liability for the return of the Security Deposit.
Landlord shall not be required to keep the Security Deposit separate from its
other accounts.
  7.    
  Building Services.
  7.01
Landlord shall furnish Tenant with the following services: (a) water for use in
the Base Building lavatories; (b) customary heat and air conditioning in season
during Building Service Hours, although Tenant shall have the right to receive
HVAC service during hours other than Building Service Hours by paying Landlord’s
then standard charge for additional HVAC service and providing such prior notice
as is reasonably specified by Landlord. As of the date hereof, Landlord’s charge
for after hours heating and air conditioning service is $50.00 per hour, subject
to change from time to time; (c) standard janitorial service on Business Days;
(d) elevator service; (e) electricity in accordance with the terms and
conditions in Section 7.02; (f) access to the Building for Tenant and its
employees 24 hours per day / 7 days per week, subject to the terms of this Lease
and such protective services or monitoring systems, if any, as Landlord may
reasonably impose, including, without limitation, sign-in procedures and/or
presentation of identification cards; and (g) such other services as Landlord
reasonably determines are necessary or appropriate for the
Property.
  4
 7.02   Electricity
used by Tenant in the Premises shall, at Landlord’s option, be paid for by
Tenant either: (a) through inclusion in Expenses (except as provided for excess
usage); (b) by a separate charge payable by Tenant to Landlord; or (c) by
separate charge billed by the applicable utility company and payable directly by
Tenant. Without the consent of Landlord, Tenant’s use of electrical service
shall not exceed, either in voltage, rated capacity, use beyond Building Service
Hours or overall load, that which Landlord reasonably deems to be standard for
the Building. Landlord shall have the right to measure electrical usage by
commonly accepted methods, including the installation of measuring devices such
as submeters and check meters. If it is determined that Tenant is using excess
electricity, Tenant shall pay Landlord Additional Rent for the cost of such
excess electrical usage and for the cost of purchasing and installing the
measuring device(s).
  7.03   Landlord’s
failure to furnish, or any interruption, diminishment or termination of services
due to the application of Laws, the failure of any equipment, the performance of
repairs, improvements or alterations, utility interruptions or the occurrence of
an event of Force Majeure (defined in Section 26.03) (collectively a “Service Failure”)shall not render Landlord liable to
Tenant, constitute a constructive eviction of Tenant, give rise to an abatement
of Rent, nor relieve Tenant from the obligation to fulfill any covenant or
agreement. However, if the Premises, or a material portion of the Premises, are
made untenantable for a period in excess of 3 consecutive Business Days as a
result of a Service Failure that is reasonably within the control of Landlord to
correct, then Tenant, as its sole remedy, shall be entitled to receive an
abatement of Rent payable hereunder during the period beginning on the 4th
consecutive Business Day of the Service Failure and ending on the day the
service has been restored. If the entire Premises have not been rendered
untenantable by the Service Failure, the amount of abatement shall be equitably
prorated.
  8.         Leasehold
Improvements.
  All
improvements in and to the Premises, including any Alterations (defined in
Section 9.03) (collectively, “Leasehold Improvements”)shall remain upon the Premises at
the end of the Term without compensation to Tenant, provided that Tenant, at its
expense, in compliance with the National Electric Code or other applicable Law,
shall remove any Cable (defined in Section 9.01 below). In addition, Landlord,
however, by written notice to Tenant at least 30 days prior to the Termination
Date, may require Tenant, at its expense, to remove any Landlord Work or
Alterations that, in Landlord’s reasonable judgment, are of a nature that would
require removal and repair costs that are materially in excess of the removal
and repair costs associated with standard office improvements (the Cable and
such other items collectively are referred to as “Required Removables”).Required Removables shall include,
without limitation, internal stairways, raised floors, personal baths and
showers, vaults, rolling file systems and structural alterations and
modifications. The Required Removables shall be removed by Tenant before the
Termination Date. Tenant shall repair damage caused by the installation or
removal of Required Removables. If Tenant fails to perform its obligations in a
timely manner, Landlord may perform such work at Tenant’s expense. Tenant, at
the time it requests approval for a proposed Alteration, including any Initial
Alterations or Landlord Work, as such terms may be defined in the Work Letter
attached as Exhibit C,may request in writing that Landlord advise Tenant whether the
Alteration, including any Initial Alterations or Landlord Work, or any portion
thereof, is a Required Removable. Within 10 days after receipt of Tenant’s
request, Landlord shall advise Tenant in writing as to which portions of the
alteration or other improvements are Required Removables.
  9.         Repairs
and Alterations.
  9.01
Tenant shall periodically inspect the Premises to identify any conditions that
are dangerous or in need of maintenance or repair. Tenant shall promptly provide
Landlord with notice of any such conditions. Tenant shall, at its sole cost and
expense, perform all maintenance and repairs to the Premises that are not
Landlord’s express responsibility under this Lease, and keep the Premises in
good condition and repair, reasonable wear and tear excepted. Tenant’s repair
and maintenance obligations include, without limitation, repairs to: (a) floor
covering; (b) interior partitions; (c) doors; (d) the interior side of demising
walls; (e) electronic, fiber, phone and data cabling and related equipment that
is installed by or for the exclusive benefit of Tenant (collectively, “Cable”);(f) supplemental air conditioning
units, kitchens, including hot water heaters, plumbing, and similar facilities
exclusively serving Tenant; and (g)
Alterations. Subject to the terms of Section 15 below, to the extent Landlord is
not reimbursed by insurance proceeds, Tenant shall reimburse Landlord for the
cost of repairing damage to the Building caused by the acts of Tenant, Tenant
Related Parties and their respective contractors and vendors. If Tenant fails to
make any repairs to the Premises for more than 15 days after notice from
Landlord (although notice shall not be required in an emergency), Landlord may
make the repairs, and Tenant shall pay the reasonable cost of the repairs,
together with an administrative charge in an amount equal to 10% of the cost of
the repairs.
  5
  9.02   Landlord
shall keep and maintain in good repair and working order and perform maintenance
upon the: (a) structural elements of the Building; (b) mechanical (including
HVAC), electrical, plumbing and fire/life safety systems serving the Building in
general; (c) Common Areas; (d) roof of the Building; (e) exterior windows of the
Building; and (f) elevators serving the Building. Landlord shall promptly make
repairs for which Landlord is responsible.
  9.03   Tenant
shall not make alterations, repairs, additions or improvements or install any
Cable (collectively referred to as “Alterations”)without first obtaining the written
consent of Landlord in each instance, which consent shall not be unreasonably
withheld or delayed. However, Landlord’s consent shall not be required for any
Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”):(a) is of a cosmetic nature such as
painting, wallpapering, hanging pictures and installing carpeting; (b) is not
visible from the exterior of the Premises or Building; (c) will not affect the
Base Building; and (d) does not require work to be performed inside the walls or
above the ceiling of the Premises. Cosmetic Alterations shall be subject to all
the other provisions of this Section 9.03. Prior to starting work, Tenant shall
furnish Landlord with plans and specifications; names of contractors reasonably
acceptable to Landlord (provided that Landlord may designate specific
contractors with respect to Base Building); required permits and approvals;
evidence of contractor’s and subcontractor’s insurance in amounts reasonably
required by Landlord and naming Landlord as an additional insured; and any
security for performance in amounts reasonably required by Landlord. Changes to
the plans and specifications must also be submitted to Landlord for its
approval. Alterations shall be constructed in a good and workmanlike manner
using materials of a quality reasonably approved by Landlord. Tenant shall
reimburse Landlord for any sums paid by Landlord for third party examination of
Tenant’s plans for non-Cosmetic Alterations. In addition, Tenant shall pay
Landlord a fee for Landlord’s oversight and coordination of any non-Cosmetic
Alterations equal to 10% of the cost of the non-Cosmetic Alterations. Upon
completion, Tenant shall furnish “as-built” plans for non-Cosmetic Alterations,
completion affidavits and full and final waivers of lien. Landlord’s approval of
an Alteration shall not be deemed a representation by Landlord that the
Alteration complies with Law.
  10.        Entry
by
Landlord.
  Landlord
may enter the Premises to inspect, show or clean the Premises or to perform or
facilitate the performance of repairs, alterations or additions to the Premises
or any portion of the Building. Except in emergencies or to provide Building
services, Landlord shall provide Tenant with reasonable prior verbal notice of
entry and shall use reasonable efforts to minimize any interference with
Tenant’s use of the Premises. If reasonably necessary, Landlord may temporarily
close all or a portion of the Premises to perform repairs, alterations and
additions. However, except in emergencies, Landlord will not close the Premises
if the work can reasonably be completed on weekends and after Building Service
Hours. Entry by Landlord shall not constitute a constructive eviction or entitle
Tenant to an abatement or reduction of Rent.
  11.        Assignment
and Subletting.
  11.01 
Except in connection with a Business Transfer (defined in Section 11.04), Tenant
shall not assign, sublease, transfer or encumber any interest in this Lease or
allow any third party to use any portion of the Premises (collectively or
individually, a “Transfer”)without the prior written consent of
Landlord, which consent shall not be unreasonably withheld, conditioned or
delayed if Landlord does not exercise its recapture rights under Section 11.02.
Without limitation, it is agreed that Landlord’s consent shall not be considered
unreasonably withheld if the proposed transferee is an occupant of the Building
or if the proposed transferee, whether or not an occupant of the Building, is in
discussions with Landlord regarding the leasing of space within the Building. If
the entity(ies) which directly or indirectly controls the voting shares/rights
of Tenant changes at any time, such change of ownership or control shall
constitute a Transfer unless Tenant is an entity whose outstanding stock is
listed on a recognized securities exchange or if at least 80% of its voting
stock is owned by another entity, the voting stock of which is so listed. Any
Transfer in violation of this Section shall, at Landlord’s option, be deemed a
Default by Tenant as described in Section 18, and shall be voidable by Landlord.
In no event shall any Transfer, including a Business Transfer, release or
relieve Tenant from any obligation under this Lease, and Tenant shall remain
primarily liable for the performance of the tenant’s obligations under this
Lease, as amended from time to time.
  6
 11.02   Tenant
shall provide Landlord with financial statements for the proposed transferee, a
fully executed copy of the proposed assignment, sublease or other Transfer
documentation and such other information as Landlord may reasonably request.
Within 15 Business Days after receipt of the required information and
documentation, Landlord shall either: (a) consent to the Transfer by execution
of a consent agreement in a form reasonably designated by Landlord; (b)
reasonably refuse to consent to the Transfer in writing; or (c) in the event of
an assignment of this Lease or subletting of more than 20% of the Rentable
Square Footage of the Premises for more than 50% of the remaining Term
(excluding unexercised options), recapture the portion of the Premises that
Tenant is proposing to Transfer. If Landlord exercises its right to recapture,
this Lease shall automatically be amended (or terminated if the entire Premises
is being assigned or sublet) to delete the applicable portion of the Premises
effective on the proposed effective date of the Transfer, although Landlord may
require Tenant to execute a reasonable amendment or other document reflecting
such reduction or termination. Tenant shall pay Landlord a review fee of
$1,500.00 for Landlord’s review of any requested Transfer.
  11.03   Tenant
shall pay Landlord 50% of all rent and other consideration which Tenant receives
as a result of a Transfer that is in excess of the Rent payable to Landlord for
the portion of the Premises and Term covered by the Transfer. Tenant shall pay
Landlord for Landlord’s share of the excess within 30 days after Tenant’s
receipt of the excess. Tenant may deduct from the excess, on a straight-line
basis, all reasonable and customary expenses directly incurred by Tenant
attributable to the Transfer. If Tenant is in Default, Landlord may require that
all sublease payments be made directly to Landlord, in which case Tenant shall
receive a credit against Rent in the amount of Tenant’s share of payments
received by Landlord.
  11.04   Tenant
may assign this Lease to a successor to Tenant by merger, consolidation or the
purchase of substantially all of Tenant’s assets, or assign this Lease or sublet
all or a portion of the Premises to an Affiliate (defined below), without the
consent of Landlord, provided that all of the following conditions are satisfied
(a “Business Transfer”):(a) Tenant must not be in Default;
(b) Tenant must give Landlord written notice at least 15 Business Days before
such Transfer; and (c) if such Transfer will result from a merger or
consolidation of Tenant with another entity, then the Credit Requirement
(defined below) must be satisfied. Tenant’s notice to Landlord shall include
information and documentation evidencing the Business Transfer and showing that
each of the above conditions has been satisfied. If requested by Landlord,
Tenant’s successor shall sign a commercially reasonable form of assumption
agreement. “Affiliate”shall mean an entity controlled by, controlling or under common control
with Tenant. The “Credit
Requirement”shall be deemed satisfied if, as of the date immediately
preceding the date of the Transfer, the financial strength of the entity with
which Tenant is to merge or consolidate is not less than that of Tenant, as
determined (x) based on credit ratings of such entity and Tenant by both Moody’s
and Standard & Poor’s (or by either such agency alone, if applicable ratings
by the other agency do not exist), or (y) if such credit ratings do not exist,
then in accordance with Moody’s KMV RiskCalc (i.e., the on-line software tool
offered by Moody’s for analyzing credit risk) based on CFO-certified financial
statements for such entity and Tenant covering their last two fiscal years
ending before the Transfer.
  12.        Liens.
  Tenant
shall not permit mechanics’ or other liens to be placed upon the Property,
Premises or Tenant’s leasehold interest in connection with any work or service
done or purportedly done by or for the benefit of Tenant or its transferees.
Tenant shall give Landlord notice at least 15 days prior to the commencement of
any work in the Premises to afford Landlord the opportunity, where applicable,
to post and record notices of non-responsibility. Tenant, within 10 days of
notice from Landlord, shall fully discharge any lien by settlement, by bonding
or by insuring over the lien in the manner prescribed by the applicable lien Law
and, if Tenant fails to do so, Tenant shall be deemed in Default under this
Lease and, in addition to any other remedies available to Landlord as a result
of such Default by Tenant, Landlord, at its option, may bond, insure over or
otherwise discharge the lien. Tenant shall reimburse Landlord for any amount
paid by Landlord, including, without limitation, reasonable attorneys’
fees.
  7
 13.        Indemnity
and Waiver of Claims.
  Except to
the extent caused by the negligence or willful misconduct of Landlord or any
Landlord Related Parties (defined below), Tenant shall indemnify, defend and
hold Landlord and Landlord Related Parties harmless against and from all
liabilities, obligations, damages, penalties, claims, actions, costs, charges
and expenses, including, without limitation, reasonable attorneys’ fees and
other professional fees (if and to the extent permitted by Law) (collectively referred to as “Losses”),which may be imposed upon, incurred
by or asserted against Landlord or any of the Landlord Related Parties by any
third party and arising out of or in connection with any damage or injury
occurring in the Premises or any acts or omissions (including violations of Law)
of Tenant, the Tenant Related Parties (defined below) or any of Tenant’s
transferees, contractors or licensees. Except to the extent caused by the
negligence or willful misconduct of Tenant or any Tenant Related Parties,
Landlord shall indemnify, defend and hold Tenant, its trustees, members,
principals, beneficiaries, partners, officers, directors, employees and agents
(“Tenant Related Parties”)harmless against and from all Losses
which may be imposed upon, incurred by or asserted against Tenant or any of the
Tenant Related Parties by any third party and arising out of or in connection
with the acts or omissions (including violations of Law) of Landlord or the
Landlord Related Parties. Tenant hereby waives all claims against and releases
Landlord and its trustees, members, principals, beneficiaries, partners,
officers, directors, employees, Mortgagees (defined in Section 23) and agents
(the “Landlord Related
Parties”)from all claims for
any injury to or death of persons, damage to property or business loss in any
manner related to (a) Force Majeure, (b) acts of third parties, (c) the bursting
or leaking of any tank, water closet, drain or other pipe, (d) the inadequacy or
failure of any security or protective services, personnel or equipment, or (e)
any matter not within the reasonable control of Landlord.
  14.        Insurance.
  Tenant
shall maintain the following insurance (“Tenant’s Insurance”):(a) Commercial General Liability
Insurance applicable to the Premises and its appurtenances providing, on an
occurrence basis, a minimum combined single limit of $2,000,000.00; (b)
Property/Business Interruption Insurance written on an All Risk or Special Cause
of Loss Form, including earthquake sprinkler leakage, at replacement cost value
and with a replacement cost endorsement covering all of Tenant’s business and
trade fixtures, equipment, movable partitions, furniture, merchandise and other
personal property within the Premises (“Tenant’s Property”)and any Leasehold
Improvements performed by or for the benefit of Tenant; (c) Workers’
Compensation Insurance in amounts required by Law; and (d) Employers Liability
Coverage of at least $1,000,000.00 per occurrence. Any company writing Tenant’s
Insurance shall have an A.M. Best rating of not less than A-VIII. All Commercial
General Liability Insurance policies shall name as additional insureds Landlord
(or its successors and assignees), the managing agent for the Building (or any
successor), EOP Operating Limited Partnership, Equity Office Properties Trust
and their respective members, principals, beneficiaries, partners, officers,
directors, employees, and agents, and other designees of Landlord and its
successors as the interest of such designees shall appear. In addition, Landlord
shall be named as a loss payee with respect to Property/Business Interruption
Insurance on the Leasehold Improvements. All policies of Tenant’s Insurance
shall contain endorsements that the insurer(s) shall give Landlord and its
designees at least 30 days’ advance written notice of any cancellation,
termination, material change or lapse of insurance. Tenant shall provide
Landlord with a certificate of insurance evidencing Tenant’s Insurance prior to
the earlier to occur of the Commencement Date or the date Tenant is provided
with possession of the Premises, and thereafter as necessary to assure that
Landlord always has current certificates evidencing Tenant’s Insurance. So long
as the same is available at commercially reasonable rates, Landlord shall
maintain so called All Risk property insurance on the Building at replacement
cost value as reasonably estimated by Landlord, together with such other
insurance coverage as Landlord, in its reasonable judgment, may elect to
maintain.
  15.        Subrogation.
  Landlord
and Tenant hereby waive and shall cause their respective insurance carriers to
waive any and all rights of recovery, claims, actions or causes of action
against the other for any loss or damage with respect to Tenant’s Property,
Leasehold Improvements, the Building, the Premises, or any contents thereof,
including rights, claims, actions and causes of action based on negligence,
which loss or damage is (or would have been, had the insurance required by this
Lease been carried) covered by insurance. For the purposes of this waiver, any
deductible with respect to a party’s insurance shall be deemed covered by and
recoverable by such party under valid and collectable policies of
insurance.
  8
 16.        Casualty
Damage.
  16.01 If
all or any portion of the Premises becomes untenantable by fire or other
casualty to the Premises (collectively a “Casualty”),Landlord, with
reasonable promptness, shall cause a general contractor selected by Landlord to
provide Landlord and Tenant with a written estimate of the amount of time
required using standard working methods to Substantially Complete the repair and
restoration of the Premises and any Common Areas necessary to provide access to
the Premises (“Completion
Estimate”).If the Completion Estimate indicates that the Premises or any
Common Areas necessary to provide access to the Premises cannot be made
tenantable within 270 days from the date the repair is started, then either
party shall have the right to terminate this Lease upon written notice to the
other within 10 days after receipt of the Completion Estimate. Tenant, however,
shall not have the right to terminate this Lease if the Casualty was caused by
the negligence or intentional misconduct of Tenant or any Tenant Related
Parties. In addition, Landlord, by notice to Tenant within 90 days after the
date of the Casualty, shall have the right to terminate this Lease if: (1) the
Premises have been materially damaged and there is less than 2 years of the Term
remaining on the date of the Casualty; (2) any Mortgagee requires that the
insurance proceeds be applied to the payment of the mortgage debt; or (3) a
material uninsured loss to the Building or Premises occurs.
  16.02 If
this Lease is not terminated, Landlord shall promptly and diligently, subject to
reasonable delays for insurance adjustment or other matters beyond Landlord’s
reasonable control, restore the Premises and Common Areas. Such restoration
shall be to substantially the same condition that existed prior to the Casualty,
except for modifications required by Law or any other modifications to the
Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant
shall assign or endorse over to Landlord (or to any party designated by
Landlord) all property insurance proceeds payable to Tenant under Tenant’s
Insurance with respect to any Leasehold Improvements performed by or for the
benefit of Tenant; provided if the estimated cost to repair such Leasehold
Improvements exceeds the amount of insurance proceeds received by Landlord from
Tenant’s insurance carrier, the excess cost of such repairs shall be paid by
Tenant to Landlord prior to Landlord’s commencement of repairs. Within 15 days
of demand, Tenant shall also pay Landlord for any additional excess costs that
are determined during the performance of the repairs. In no event shall Landlord
be required to spend more for the restoration than the proceeds received by
Landlord, whether insurance proceeds or proceeds from Tenant. Landlord shall not
be liable for any inconvenience to Tenant, or injury to Tenant’s business
resulting in any way from the Casualty or the repair thereof. Provided that
Tenant is not in Default, during any period of time that all or a material
portion of the Premises is rendered untenantable as a result of a Casualty, the
Rent shall abate for the portion of the Premises that is untenantable and not
used by Tenant.
  17.         Condemnation.
  Either
party may terminate this Lease if any material part of the Premises is taken or
condemned for any public or quasi-public use under Law, by eminent domain or
private purchase in lieu thereof (a “Taking”).Landlord shall also
have the right to terminate this Lease if there is a Taking of any portion of
the Building or Property which would have a material adverse effect on
Landlord’s ability to profitably operate the remainder of the Building. The
terminating party shall provide written notice of termination to the other party
within 45 days after it first receives notice of the Taking. The termination
shall be effective as of the effective date of any order granting possession to,
or vesting legal title in, the condemning authority. If this Lease is not
terminated, Base Rent and Tenant’s Pro Rata Share shall be appropriately
adjusted to account for any reduction in the square footage of the Building or
Premises. All compensation awarded for a Taking shall be the property of
Landlord. The right to receive compensation or proceeds are expressly waived by
Tenant, however, Tenant may file a separate claim for Tenant’s Property and
Tenant’s reasonable relocation expenses, provided the filing of the claim does
not diminish the amount of Landlord’s award. If only a part of the Premises is
subject to a Taking and this Lease is not terminated, Landlord, with reasonable
diligence, will restore the remaining portion of the Premises, as nearly as
practicable to the condition immediately prior to the Taking.
  18.         Events
of Default.
  In
addition to any other default specifically described in this Lease, each of the
following occurrences shall be a “Default”:(a) Tenant’s
failure to pay any portion of Rent when due, if the failure continues for 3 days
after written notice to Tenant (“Monetary Default”);(b)
Tenant’s failure (other than a Monetary Default) to comply with any term,
provision, condition or covenant of this Lease, if the failure is not cured
within 10 days after written notice to Tenant provided, however, if Tenant’s
failure to comply cannot reasonably be cured within 10 days, Tenant shall be
allowed additional time (not to exceed 60 days) as is reasonably necessary to
cure the failure so long as Tenant begins the cure within 10 days and diligently
pursues the cure to completion; (c) Tenant permits a Transfer without Landlord’s
required approval or otherwise in violation of Section 11 of this Lease; (d)
Tenant or any Guarantor becomes insolvent, makes a transfer in fraud of
creditors, makes an assignment for the benefit of creditors, admits in writing
its inability to pay its debts when due or forfeits or loses its right to
conduct business; (e) the leasehold estate is taken by process or operation of
Law; (f) in the case of any ground floor or retail Tenant, Tenant does not take
possession of or abandons or vacates all or any portion of the Premises; or (g)
Tenant is in default beyond any notice and cure period under any other lease or
agreement with Landlord at the Building or Property. If Landlord provides Tenant
with notice of Tenant’s failure to comply with any specific provision of this
Lease on 3 separate occasions during any 12 month period, Tenant’s subsequent
violation of such provision shall, at Landlord’s option, be an incurable Default
by Tenant. All notices sent under this Section shall be in satisfaction of, and
not in addition to, notice required by Law.
  9
 19.     Remedies.
  19.01            Upon
a Default, Landlord shall have the right to pursue any one or more of the
following remedies:
  (a)      Terminate
this Lease, in which case Tenant shall immediately surrender the Premises to
Landlord. If Tenant fails to surrender the Premises, Landlord, in compliance
with Law, may enter upon and take possession of the Premises and remove Tenant,
Tenant’s Property and any party occupying the Premises. Tenant shall pay
Landlord, on demand, all past due Rent and other losses and damages Landlord
suffers as a result of Tenant’s Default, including, without limitation, all
Costs of Reletting (defined below) and any deficiency that may arise from
reletting or the failure to relet the Premises. “Costs of Reletting”shall include all
reasonable costs and expenses incurred by Landlord in reletting or attempting to
relet the Premises, including, without limitation, legal fees, brokerage
commissions, the cost of alterations and the value of other concessions or
allowances granted to a new tenant.
  (b)      Terminate
Tenant’s right to possession of the Premises and, in compliance with Law, remove
Tenant, Tenant’s Property and any parties occupying the Premises. Landlord may
(but shall not be obligated to) relet all or any part of the Premises, without
notice to Tenant, for such period of time and on such terms and conditions
(which may include concessions, free rent and work allowances) as Landlord in
its absolute discretion shall determine. Landlord may collect and receive all
rents and other income from the reletting. Tenant shall pay Landlord on demand
all past due Rent, all Costs of Reletting and any deficiency arising from the
reletting or failure to relet the Premises. The re-entry or taking of possession
of the Premises shall not be construed as an election by Landlord to terminate
this Lease.
  19.02        In
lieu of calculating damages under Section 19.01, Landlord may elect to receive
as damages the sum of (a) all Rent accrued through the date of termination of
this Lease or Tenant’s right to possession, and (b) an amount equal to the total
Rent that Tenant would have been required to pay for the remainder of the Term
discounted to present value at the Prime Rate (defined below) then in effect,
minus the then present fair rental value of the Premises for the remainder of
the Term, similarly discounted, after deducting all anticipated Costs of
Reletting. “Prime Rate” shall be the per annum interest rate publicly announced
as its prime or base rate by a federally insured bank selected by Landlord in
the state in which the Building is located.
  19.03        If
Tenant is in Default of any of its non-monetary obligations under this Lease,
Landlord shall have the right to perform such obligations. Tenant shall
reimburse Landlord for the cost of such performance upon demand together with an
administrative charge equal to 10% of the cost of the work performed by
Landlord. The repossession or re-entering of all or any part of the Premises
shall not relieve Tenant of its liabilities and obligations under this Lease. No
right or remedy of Landlord shall be exclusive of any other right or remedy.
Each right and remedy shall be cumulative and in addition to any other right and
remedy now or subsequently available to Landlord at Law or in
equity.
  20.    Limitation
of Liability.
  NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD (AND
OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO THE LESSER OF (A) THE INTEREST OF
LANDLORD IN THE PROPERTY, OR (B) THE EQUITY INTEREST LANDLORD WOULD HAVE IN THE
PROPERTY IF THE PROPERTY WERE ENCUMBERED BY THIRD PARTY DEBT IN AN AMOUNT EQUAL
TO 70% OF THE VALUE OF THE PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORD’S
INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST
LANDLORD OR ANY LANDLORD RELATED PARTY. NEITHER LANDLORD NOR ANY LANDLORD
RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY, AND IN
NO EVENT SHALL LANDLORD OR ANY LANDLORD RELATED PARTY BE LIABLE TO TENANT FOR
ANY LOST PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL. INDIRECT
OR CONSEQUENTIAL DAMAGE.  BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY
LANDLORD, TENANT SHALL
GIVE LANDLORD AND THE MORTGAGEE(S) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES
(DEFINED IN SECTION 23 BELOW), NOTICE AND REASONABLE TIME TO CURE THE ALLEGED
DEFAULT.
  10
 21.     Relocation.
  [INTENTIONALLY
OMITTED]
  22.     Holding
Over.
  If Tenant
fails to surrender all or any part of the Premises at the termination of this
Lease, occupancy of the Premises after termination shall be that of a tenancy at
sufferance. Tenant’s occupancy shall be subject to all the terms and provisions
of this Lease, and during the first 120 days of any such holdover, Tenant shall
pay an amount equal to 125% of the sum of the Base Rent and Additional Rent due
for the period immediately preceding the holdover, calculated and payable on a
per day basis for each day in such initial 120 day period that Tenant holds over
in the Premises. Thereafter, commencing on the 121st
day of any such holdover, Tenant shall pay an amount (on a per calendar month
basis without reduction for partial calendar months during the remainder of the
holdover) equal to 300% of the sum of the Base Rent and Additional Rent due for
the period immediately preceding the holdover. No holdover by Tenant or payment
by Tenant after the termination of this Lease shall be construed to extend the
Term or prevent Landlord from immediate recovery of possession of the Premises
by summary proceedings or otherwise. If Landlord is unable to deliver possession
of the Premises to a new tenant or to perform improvements for a new tenant as a
result of Tenant’s holdover and Tenant fails to vacate the Premises within 15
days after notice from Landlord, Tenant shall be liable for all damages that
Landlord suffers from the holdover.
  23.     Subordination
to Mortgages; Estoppel Certificate.
  Tenant
accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust,
ground lease(s) or other lien(s) now or subsequently arising upon the Premises,
the Building or the Property, and to renewals, modifications, refinancings and
extensions thereof (collectively referred to as a “Mortgage”).The party having the benefit of a
Mortgage shall be referred to as a “Mortgagee”.This clause shall be self-operative,
but upon request from a Mortgagee, Tenant shall execute a commercially
reasonable subordination agreement in favor of the Mortgagee. As an alternative,
a Mortgagee shall have the right at any time to subordinate its Mortgage to this
Lease. Upon request, Tenant, without charge, shall attorn to any successor to
Landlord’s interest in this Lease. Landlord and Tenant shall each, within 10
days after receipt of a written request from the other, execute and deliver a
commercially reasonable estoppel certificate to those parties as are reasonably
requested by the other (including a Mortgagee or prospective purchaser). Without
limitation, such estoppel certificate may include a certification as to the
status of this Lease, the existence of any defaults and the amount of Rent that
is due and payable.
  24.     Notice.
  All
demands, approvals, consents or notices (collectively referred to as a “notice”) shall be in writing and delivered by
hand or sent by registered or certified mail with return receipt requested or
sent by overnight or same day courier service at the party’s respective Notice
Address(es) set forth in Section 1. Each notice shall be deemed to have been
received on the earlier to occur of actual delivery or the date on which
delivery is refused, or, if Tenant has vacated the Premises or any other Notice
Address of Tenant without providing a new Notice Address, 3 days after notice is
deposited in the U.S. mail or with a courier service in the manner described
above. Either party may, at any time, change its Notice Address (other than to a
post office box address) by giving the other party written notice of the new
address.
  25.     Surrender
of Premises.
  At the
termination of this Lease or Tenant’s right of possession, Tenant shall remove
Tenant’s Property from the Premises, and quit and surrender the Premises to
Landlord, broom clean, and in good order, condition and repair, ordinary wear
and tear and damage which Landlord is obligated to repair hereunder excepted. If
Tenant fails to remove any of Tenant’s Property within 2 days after termination
of this Lease or Tenant’s right to possession, Landlord, at Tenant’s sole cost
and expense, shall be entitled (but not obligated) to remove and store Tenant’s
Property. Landlord shall not be responsible for the value, preservation or
safekeeping of Tenant’s Property. Tenant shall pay Landlord, upon demand, the
expenses and storage charges incurred. If Tenant fails to remove Tenant’s
Property from the Premises or storage, within 30 days after notice, Landlord may
deem all or any part of Tenant’s Property to be abandoned and title to Tenant’s
Property shall vest in Landlord.
  11
 26.     Miscellaneous.
  26.01    This
Lease shall be interpreted and enforced in accordance with the Laws of the state
or commonwealth in which the Building is located and Landlord and Tenant hereby
irrevocably consent to the jurisdiction and proper venue of such state or
commonwealth. If any term or provision of this Lease shall to any extent be void
or unenforceable, the remainder of this Lease shall not be affected. If there is
more than one Tenant or if Tenant is comprised of more than one party or entity,
the obligations imposed upon Tenant shall be joint and several obligations of
all the parties and entities, and requests or demands from any one person or
entity comprising Tenant shall be deemed to have been made by all such persons
or entities. Notices to any one person or entity shall be deemed to have been
given to all persons and entities. Tenant represents and warrants to Landlord
that each individual executing this Lease on behalf of Tenant is authorized to
do so on behalf of Tenant and that Tenant is not, and the entities or
individuals constituting Tenant or which may own or control Tenant or which may
be owned or controlled by Tenant are not, (i) in violation of any laws relating
to terrorism or money laundering, or (ii) among the individuals or entities
identified on any list compiled pursuant to Executive Order 13224 for the
purpose of identifying suspected terrorists or on the most current list
published by the U.S. Treasury Department Office of Foreign Assets Control at
its official website, http://www.treas.gov/ofac/tllsdn.pdf
or any replacement website or other replacement official publication of such
list.
  26.02    If
either party institutes a suit against the other for violation of or to enforce
any covenant, term or condition of this Lease, the prevailing party shall be
entitled to reimbursement of all of its costs and expenses, including, without
limitation, reasonable attorneys’ fees. Landlord and Tenant hereby waive any
right to trial by jury in any proceeding based upon a breach of this Lease. No
failure by either party to declare a default immediately upon its occurrence,
nor any delay by either party in taking action for a default, nor Landlord’s
acceptance of Rent with knowledge of a default by Tenant, shall constitute a
waiver of the default, nor shall it constitute an estoppel.
  26.03    Whenever
a period of time is prescribed for the taking of an action by Landlord or Tenant
(other than the payment of the Security Deposit or Rent), the period of time for
the performance of such action shall be extended by the number of days that the
performance is actually delayed due to strikes, acts of God, shortages of labor
or materials, war, terrorist acts, civil disturbances and other causes beyond
the reasonable control of the performing party (“Force
Majeure”).
  26.04    Landlord
shall have the right to transfer and assign, in whole or in part, all of its
rights and obligations under this Lease and in the Building and Property. Upon
transfer Landlord shall be released from any further obligations hereunder and
Tenant agrees to look solely to the successor in interest of Landlord for the
performance of such obligations, provided that, any successor pursuant to a
voluntary, third party transfer (but not as part of an involuntary transfer
resulting from a foreclosure or deed in lieu thereof) shall have assumed
Landlord’s obligations under this Lease.
  26.05    Landlord
has delivered a copy of this Lease to Tenant for Tenant’s review only and the
delivery of it does not constitute an offer to Tenant or an option.
  (a)   Tenant
represents that it has dealt directly with and only with Tenant’s Broker as a
broker in connection with this Lease. Tenant shall indemnify and hold Landlord
and the Landlord Related Parties harmless from all claims of any other brokers
claiming to have represented Tenant in connection with this Lease. Landlord
shall indemnify and hold Tenant and the Tenant Related Parties harmless from all
claims of any brokers, including Landlord’s Broker, claiming to have represented
Landlord in connection with this Lease.
  (b)   Pursuant
to the requirements of OAR 863-10-046, disclosure is hereby made that Landlord
or an affiliate of Landlord, holds an Oregon real estate license and, to the
extent applicable, is only representing Landlord in this Lease
transaction.
  26.06   Time
is of the essence with respect to Tenant’s exercise of any expansion, renewal or
extension rights granted to Tenant. The expiration of the Term, whether by lapse
of time, termination or otherwise, shall not relieve either party of any
obligations which accrued prior to or which may continue to accrue after the
expiration or termination of this Lease.
  12
  26.07   Tenant
may peacefully have, hold and enjoy the Premises, subject to the terms of this
Lease, provided Tenant pays the Rent and fully performs all of its covenants and
agreements. This covenant shall be binding upon Landlord and its successors only
during its or their respective periods of ownership of the
Building.
  26.08   This
Lease does not grant any rights to light or air over or about the Building.
Landlord excepts and reserves exclusively to itself any and all rights not
specifically granted to Tenant under this Lease. This Lease constitutes the
entire agreement between the parties and supersedes all prior agreements and
understandings related to the Premises, including all lease proposals, letters
of intent and other documents. Neither party is relying upon any warranty,
statement or representation not contained in this Lease. This Lease may be
modified only by a written agreement signed by an authorized representative of
Landlord and Tenant.
  [Signatures
on following page]
  Landlord
and Tenant have executed this Lease as of the day and year first above written.
 
 LANDLORD:OR-KRUSE
      OAKS, L.L.C., a Delaware limited liability companyBy:
                      Equity
      Office Management, L.L.C., a Delawarelimited
      liability company, its non-member managerBy:
                      /s/
      Susan J. MurphyName:
                      Susan
      J. MurphyTitle:
                      V.P.-
      Leasing
  TENANT:AEQUITAS
      CAPITAL MANAGEMENT, INC., an Oregon corporationBy:
                            /s/
      Robert JesenikName:
                            Robert
      JesenikTitle:
                            C.
      E. OTenant’s
      Tax ID Number (SSN or FEIN):93
      -
1125780
  13
    OUTLINE AND LOCATION OF
PREMISES
  
  1
  EXHIBIT B
  EXPENSES AND
TAXES
  This
Exhibit is attached to and made a part of the Lease (the “Lease”)by and between OR-KRUSE OAKS, L.L.C., a Delaware
limited liability company (“Landlord”),and AEQUITAS CAPITAL
MANAGEMENT, INC., an Oregon corporation (“Tenant”),for space in the Building located at
5300 Meadows, Lake Oswego, Oregon (the “Building”).Capitalized terms used but not
otherwise defined herein shall have the meanings given in the
Lease.
  1.       
Payments.
  1.01      Tenant
shall pay Tenant’s Pro Rata Share of the amount, if any, by which Expenses
(defined below) for each calendar year during the Term exceed Expenses for the
Base Year (the “Expense
Excess”)and also the amount, if
any, by which Taxes (defined below) for each calendar year during the Term
exceed Taxes for the Base Year (the “Tax Excess”).If Expenses or Taxes in any
calendar year decrease below the amount of Expenses or Taxes for the Base Year,
Tenant’s Pro Rata Share of Expenses or Taxes, as the case may be, for that
calendar year shall be $0. Landlord shall provide Tenant with a good faith
estimate of the Expense Excess and of the Tax Excess for each calendar year
during the Term. On or before the first day of each month, Tenant shall pay to
Landlord a monthly installment equal to one-twelfth of Tenant’s Pro Rata Share
of Landlord’s estimate of both the Expense Excess and Tax Excess. After its
receipt of the revised estimate, Tenant’s monthly payments shall be based upon
the revised estimate. If Landlord does not provide Tenant with an estimate of
the Expense Excess or the Tax Excess by January 1 of a calendar year, Tenant
shall continue to pay monthly installments based on the previous year’s
estimate(s) until Landlord provides Tenant with the new estimate.
  1.02      As
soon as is practical following the end of each calendar year, Landlord shall
furnish Tenant with a statement of the actual Expenses and Expense Excess and
the actual Taxes and Tax Excess for the prior calendar year. If the estimated
Expense Excess or estimated Tax Excess for the prior calendar year is more than
the actual Expense Excess or actual Tax Excess, as the case may be, for the
prior calendar year, Landlord shall either provide Tenant with a refund or apply
any overpayment by Tenant against Additional Rent due or next becoming due,
provided if the Term expires before the determination of the overpayment,
Landlord shall refund any overpayment to Tenant after first deducting the amount
of Rent due. If the estimated Expense Excess or estimated Tax Excess for the
prior calendar year is less than the actual Expense Excess or actual Tax Excess,
as the case may be, for such prior year, Tenant shall pay Landlord, within 30
days after its receipt of the statement of Expenses or Taxes, any underpayment
for the prior calendar year.
  2.        Expenses.
  2.01  
“Expenses”means all
costs and expenses incurred in each calendar year in connection with operating,
maintaining, repairing, and managing the Building and the Property. Expenses
include, without limitation: (a) all labor and labor related costs, including
wages, salaries, bonuses, taxes, insurance, uniforms, training, retirement
plans, pension plans and other employee benefits; (b) management fees; (c) the
cost of equipping, staffing and operating an on-site and/or off-site management
office for the Building, provided if the management office services one or more
other buildings or properties, the shared costs and expenses of equipping,
staffing and operating such management office(s) shall be equitably prorated and
apportioned between the Building and the other buildings or properties; (d)
accounting costs; (e) the cost of services; (f) rental and purchase cost of
parts, supplies, tools and equipment; (g) insurance premiums and deductibles;
(h) electricity, gas and other utility costs; and (i) the amortized cost of
capital improvements (as distinguished from replacement parts or components
installed in the ordinary course of business) made subsequent to the Base Year
which are: (1) performed primarily to reduce current or future operating expense
costs, upgrade Building security or otherwise improve the operating efficiency
of the Property; or (2) required to comply with any Laws that are enacted, or
first interpreted to apply to the Property, after the date of the Lease. The
cost of capital improvements shall be amortized by Landlord over the lesser of
the Payback Period (defined below) or the useful life of the capital improvement
as reasonably determined by Landlord. The amortized cost of capital improvements
may, at Landlord’s option, include actual or imputed interest at the rate that
Landlord would reasonably be required to pay to finance the cost of the capital
improvement. “Payback Period”means the reasonably estimated period of time that it takes for the cost
savings resulting from a capital improvement to equal the total cost of the
capital improvement. Landlord, by itself or through an affiliate, shall have the
right to directly perform, provide and be compensated for any services under the
Lease. If Landlord incurs Expenses for the Building or Property together with
one or more other buildings or properties, whether pursuant to a reciprocal
easement agreement, common area agreement or otherwise, the shared costs and
expenses shall be equitably prorated and apportioned between the Building and
Property and the other buildings or properties.
  1
 2.02    Expenses
shall not include: the cost of capital improvements (except as set forthabove);
depreciation; principal payments of mortgage and other non-operating debts
ofLandlord; the cost of repairs or other work to the extent Landlord is
reimbursed by insurance or condemnation proceeds; costs in connection with
leasing space in the Building, including brokerage commissions; lease
concessions, rental abatements and construction allowances granted to specific
tenants; costs incurred in connection with the sale, financing or refinancing
of, the Building; fines, interest and penalties incurred due to the late payment
of Taxes or Expenses; organizational expenses associated with the creation and
operation of the entity which constitutes Landlord; or any penalties or damages
that Landlord pays to Tenant under the Lease or to other tenants in the Building
under their respective leases.
  2.03    If
at any time during a calendar year the Building is not at least 95% occupied or
Landlord is not supplying services to at least 95% of the total Rentable Square
Footage of the Building, Expenses shall, at Landlord’s option, be determined as
if the Building had been 95% occupied and Landlord had been supplying services
to 95% of the Rentable Square Footage of the Building. If Expenses for a
calendar year are determined as provided in the prior sentence, Expenses for the
Base Year shall also be determined in such manner. Notwithstanding the
foregoing, Landlord may calculate the extrapolation of Expenses under this
Section based on 100% occupancy and service so long as such percentage is used
consistently for each year of the Term. The extrapolation of Expenses under this
Section shall be performed in accordance with the methodology specified by the
Building Owners and Managers Association.
  3.   
“Taxes”shall mean: (a)
all real property taxes and other assessments on the Building and/or Property,
including, but not limited to, gross receipts taxes, assessments for special
improvement districts and building improvement districts, governmental charges,
fees and assessments for police, fire, traffic mitigation or other governmental
service of purported benefit to the Property, taxes and assessments levied in
substitution or supplementation in whole or in part of any such taxes and
assessments and the Property’s share of any real estate taxes and assessments
under any reciprocal easement agreement, common area agreement or similar
agreement as to the Property; (b) all personal property taxes for property that
is owned by Landlord and used in connection with the operation, maintenance and
repair of the Property; and (c) all costs and fees incurred in connection with
seeking reductions in any tax liabilities described in (a) and (b), including,
without limitation, any costs incurred by Landlord for compliance, review and
appeal of tax liabilities. Without limitation, Taxes shall not include any
income, capital levy, transfer, capital stock, gift, estate or inheritance tax.
If a change in Taxes is obtained for any year of the Term during which Tenant
paid Tenant’s Pro Rata Share of any Taxes, then Taxes for that year will be
retroactively adjusted and Landlord shall provide Tenant with a credit, if any,
based on the adjustment. Likewise, if a change is obtained for Taxes for the
Base Year, Taxes for the Base Year shall be restated and the Tax Excess for all
subsequent years shall be recomputed. Tenant shall pay Landlord the amount of
Tenant’s Pro Rata Share of any such increase in the Tax Excess within 30 days
after Tenant’s receipt of a statement from Landlord.
  4.   
AuditRights.
Tenant, within 365 days after receiving Landlord’s statement of Expenses, may
give Landlord written notice (“Review Notice”)that Tenant
intends to review Landlord’s records of the Expenses for the calendar year to
which the statement applies. Within a reasonable time after receipt of the
Review Notice, Landlord shall make all pertinent records available for
inspection that are reasonably necessary for Tenant to conduct its review. If
any records are maintained at a location other than the management office for
the Building, Tenant may either inspect the records at such other location or
pay for the reasonable cost of copying and shipping the records. If Tenant
retains an agent to review Landlord’s records, the agent must be with a CPA firm
licensed to do business in the state or commonwealth where the Property is
located. Tenant shall be solely responsible for all costs, expenses and fees
incurred for the audit. Within 90 days after the records are made available to
Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”)stating in reasonable detail any
objection to Landlord’s statement of Expenses for that year. If Tenant fails to
give Landlord an Objection Notice within the 90 day period or fails to provide
Landlord with a Review Notice within the 365 day period described above, Tenant
shall be deemed to have approved Landlord’s statement of Expenses and shall be
barred from raising any claims regarding the Expenses for that year. If Tenant
provides Landlord with a timely Objection Notice, Landlord and Tenant shall work
together in good faith to resolve any issues raised in Tenant’s Objection
Notice. If Landlord and Tenant determine that Expenses for the calendar year are
less than reported, Landlord shall provide Tenant with a credit against the next
installment of Rent in the amount of the overpayment by
Tenant.   Likewise, if Landlord and Tenant determine that Expenses
for the calendar year are greater than reported, Tenant shall pay Landlord the
amount of any underpayment within 30 days. The records obtained by Tenant shall
be treated as confidential. In no event shall Tenant be permitted to examine
Landlord’s records or to dispute any statement of Expenses unless Tenant has
paid and continues to pay all Rent when due.
  [Remainder
of page left intentionally blank]
  2
  EXHIBIT C
  WORK
LETTER
  This
Exhibit (“Work Letter”)is attached to and made a part of
the Lease (the “Lease”)by and between OR-KRUSE OAKS, L.L.C., a Delaware
limited liability company (“Landlord”),and AEQUITAS CAPITAL MANAGEMENT, INC., an
Oregon corporation (“Tenant”),for space in the Building located at 5300
Meadows, Lake Oswego, Oregon (the “Building”).Capitalized terms used but not
otherwise defined herein shall have the meanings given in the
Lease.
  As used
in this Work Letter, the “Premises”shall be deemed to
mean the Premises.
  1.
              Landlord
      shall perform improvements to the Premises substantially in accordance
      with the Plans (defined in Section 2 below). The improvements to be
      performed by Landlord in accordance with the Plans are hereinafter
      referred to as the “Landlord Work.”It is
      agreed that construction of the Landlord Work will be completed at
      Landlord’s sole cost and expense (subject to the terms of Section 3
      below). Landlord shall enter into a direct contract for the Landlord Work
      with a general contractor selected by Landlord. In addition, Landlord
      shall have the right to select and/or approve of any subcontractors used
      in connection with the Landlord
Work.
  2.
              Preparation and
      Approval of Plans.
  A.
                Plans. Landlord
      shall cause its architect to prepare and deliver to Tenant final
      architectural, electrical and mechanical construction drawings, plans and
      specifications (the “Plans”)necessary to construct the
      Landlord Work, which Plans shall be prepared strictly in accordance with
      the space plan prepared by Group Mackenzie, dated October 5, 2006 (the
      “Preliminary Plans”)(it being understood and
      agreed that all materials and finishes contemplated by such Preliminary
      Plans shall be Building-standard materials and finishes unless otherwise
      expressly provided therein). Such preparation and delivery shall occur
      within 10Business
      Days after the date of mutual execution and delivery of the Lease. Tenant
      shall approve or disapprove the Plans in writing. If Tenant disapproves
      the Plans, Tenant’s written notice of disapproval shall specify any
      changes or modifications Tenant desires in the Plans. After receipt of
      such written notice of disapproval, Landlord shall cause its architect to
      revise the Plans, taking into account the reasons for Tenant’s disapproval
      (provided, however, that Landlord shall not be required to cause its
      architect to make any revision to the Plans that Landlord reasonably
      disapproves), and resubmit the Plans to Tenant for its approval. Such
      revision and resubmission shall occur within 3Business Days after
      Landlord’s receipt of Tenant’s notice of disapproval if such revision is
      not material, and within such longer period of time as may be reasonably
      necessary (but not more than 10Business Days after
      such receipt) if such revision is material. Such procedure shall be
      repeated as necessary until Tenant has approved the Plans. Tenant agrees
      that it shall be reasonable for Landlord to disapprove any revision to the
      Plans that would, in Landlord’s reasonable judgment, cause the Plans to
      (a) fail to conform strictly to the Preliminary Plans, or (b) fail to
      comply with applicable Law or with Landlord’s requirements for avoiding
      aesthetic or other conflicts with the design and function of the balance
      of the Building. (The word “architect” as used in this Exhibit shall
      include an interior designer or space
planner.)
  B.
              Plans Due Date.
      If the Plans are not fully completed and approved by the Plans Due Date
      (defined below). Tenant shall be responsible for one day of Tenant Delay
      (as defined in the Lease) for each day during the period beginning on the
      day following the Plans Due Date and ending on the date the Plans are
      approved by Tenant. As used herein, “Plans Due Date”means
      October 16, 2006; provided, however, that the Plans Due Date shall be
      extended by one day for each day, if any, by which the approval of the
      Plans by Tenant is delayed by any failure of Landlord to comply with its
      obligations under this Section 2.
  C.
              Responsibility for
      Approving Plans. As between Landlord and Tenant, Tenant shall be
      responsible for ensuring that all elements of the design of the Plans
      (including, without limitation, functionality of design, structural
      integrity of the design, the configuration of the Premises and the
      placement of Tenant’s furniture, appliances and equipment) comply with
      applicable Law and are otherwise suitable for Tenant’s use of the
      Premises, and neither the preparation of the Plans by Landlord’s architect
      nor Landlord’s approval of the Plans shall relieve Tenant from such
      responsibility.
  1
  3.
              If
      Tenant shall request any revision to the Preliminary Plans or the Plans (a
      “Revision”),Landlord shall have such Revision prepared and Tenant shall
      reimburse Landlord for the cost of such preparation, plus any applicable
      state sales or use tax thereon, upon demand. Promptly upon completion of
      such Revision, Landlord shall notify Tenant in writing of the increased
      cost in the Landlord Work, if any, resulting therefrom. Tenant, within one
      Business Day, shall notify Landlord in writing whether it desires to
      proceed with such Revision. In the absence of such written authorization,
      Landlord shall have the option to continue preparing the Plans or
      performing the Landlord Work, as the case may be, disregarding such
      Revision. Tenant shall be responsible for any Tenant Delay in completion
      of the Premises resulting from any Revision. If any Revision results in an
      increase in the cost of Landlord Work, such increased cost, plus any
      applicable state sales or use tax thereon, shall be payable by Tenant upon
      demand. Notwithstanding anything herein to the contrary, any Revision
      shall be subject to the approval of
Landlord.
  4.
              This
      Exhibit shall not be deemed applicable to any additional space added to
      the Premises at any time or from time to time, whether by any options
      under the Lease or otherwise, or to any portion of the original Premises
      or any additions to the Premises in the event of a renewal or extension of
      the original Term of the Lease, whether by any options under the Lease or
      otherwise, unless expressly so provided in the Lease or any amendment or
      supplement to the Lease.
  [Remainder
of page left intentionally blank]
  2
  EXHIBIT
D
 COMMENCEMENT
LETTER
 (EXAMPLE)
 
 DateTenantAddress
 
 Re:
              Commencement
      Letter with respect to that certain Lease dated as of the ________ day of
      _____________, ________, by and between OR-KRUSE OAKS, L.L.C., a Delaware limited liability
      company,as Landlord, and AEQUITAS
      CAPITAL MANAGEMENT, INC., an Oregon corporation,as Tenant, for 17,216rentable square feet on the
      4th
      floor of the Building located at 5300 Meadows, Lake Oswego,
      Oregon.
  Lease
ID:
  Business
Unit Number: 16201
  Dear   :
  In
accordance with the terms and conditions of the above referenced Lease, Tenant
accepts possession of the Premises and agrees:
  1.      The
Commencement Date of the Lease
is    ______________________________;
  2.      The
Termination Date of the Lease is
___________________________________.
  Please
acknowledge your acceptance of possession and agreement to the terms set forth
above by signing all 3 counterparts of this Commencement Letter in the space
provided and returning 2 fully executed counterparts to my attention. Tenant’s
failure to execute and return this letter, or to provide written objection to
the statements contained in this letter, within 30 days after the date of this
letter shall be deemed an approval by Tenant of the statements contained
herein.
  Sincerely,
 
 Authorized
Signatory
  Agreed
and Accepted:
 
 Tenant:By:
                              EXHIBIT – DO NOT SIGNName:Title:Date:
  cc:    
 EOP Lease Administration
 EOP Leasing AA
 EOP Legal
  1
  EXHIBIT E
  BUILDING RULES AND
REGULATIONS
  This
Exhibit is attached to and made a part of the Lease (the “Lease”)by and between OR-KRUSE OAKS, L.L.C., a Delaware
limited liability company (“Landlord”),and AEQUITAS CAPITAL
MANAGEMENT, INC., an Oregon corporation (“Tenant”),for space in the Building located at
5300 Meadows, Lake Oswego, Oregon (the “Building”).Capitalized terms used but not
otherwise defined herein shall have the meanings given in the
Lease.
  The
following rules and regulations shall apply, where applicable, to the Premises,
the Building, the parking facilities (if any), the Property and the
appurtenances. In the event of a conflict between the following rules and
regulations and the remainder of the terms of the Lease, the remainder of the
terms of the Lease shall control.
  1.
              Sidewalks,
      doorways, vestibules, halls, stairways and other similar areas shall not
      be obstructed by Tenant or used by Tenant for any purpose other than
      ingress and egress to and from the Premises. No rubbish, litter, trash, or
      material shall be placed, emptied, or thrown in those areas. At no time
      shall Tenant permit Tenant’s employees to loiter in Common Areas or
      elsewhere about the Building or
Property.
  2.
              Plumbing
      fixtures and appliances shall be used only for the purposes for which
      designed and no sweepings, rubbish, rags or other unsuitable material
      shall be thrown or placed in the fixtures or
  appliances.
  3.
              No
      signs, advertisements or notices shall be painted or affixed to windows,
      doors or other parts of the Building, except those of such color, size,
      style and in such places as are first approved in writing by Landlord. All
      tenant identification and suite numbers at the entrance to the Premises,
      listing on the main lobby building directory, and floor directory, shall
      be installed by Landlord, at Tenant’s cost and expense, using the standard
      graphics for the Building, provided, however, that the initial Building
      standard signage shall be at Landlord’s cost and expense. Except in
      connection with the hanging of lightweight pictures and wall decorations,
      no nails, hooks or screws shall be inserted into any part of the Premises
      or Building except by the Building maintenance personnel without
      Landlord’s prior approval, which approval shall not be unreasonably
      withheld.
  4.
              Landlord
      may provide and maintain in the first floor (main lobby) of the Building
      an alphabetical directory board or other directory device listing tenants
      and no other directory shall be permitted unless previously consented to
      by Landlord in writing.
  5.
              Tenant
      shall not place any lock(s) on any door in the Premises or Building
      without Landlord’s prior written consent, which consent shall not be
      unreasonably withheld, and Landlord shall have the right at all times to
      retain and use keys or other access codes or devices to all locks within
      and into the Premises. A reasonable number of keys to the locks on the
      entry doors in the Premises shall be furnished by Landlord to Tenant at
      Tenant’s cost and Tenant shall not make any duplicate keys. All keys shall
      be returned to Landlord at the expiration or early termination of the
      Lease.
  6.
              All
      contractors, contractor’s representatives and installation technicians
      performing work in the Building shall be subject to Landlord’s prior
      approval, which approval shall not be unreasonably withheld, and shall be
      required to comply with Landlord’s standard rules, regulations, policies
      and procedures, which may be revised from time to
  time.
   7.
              Movement
      in or out of the Building of furniture or office equipment, or dispatch or
      receipt by Tenant of merchandise or materials requiring the use of
      elevators, stairways, lobby areas or loading dock areas, shall be
      restricted to hours reasonably designated by Landlord. Tenant shall obtain
      Landlord’s prior approval by providing a detailed listing of the activity,
      which approval shall not be unreasonably withheld. If approved by
      Landlord, the activity shall be under the supervision of Landlord and
      performed in the manner required by Landlord. Tenant shall assume, all
      risk for damage to articles moved and injury to any persons resulting from
      the activity. If equipment, property, or personnel of Landlord or of any
      other party is damaged or injured as a result of or in connection with the
      activity, Tenant shall be solely liable for any resulting damage, loss or
      injury.
  8.
              Landlord
      shall have the right to approve the weight, size, or location of heavy
      equipment or articles in and about the Premises, which approval shall not
      be unreasonably withheld. Damage to the Building by the installation,
      maintenance, operation, existence or removal of Tenant’s Property shall be
      repaired at Tenant’s sole expense.
  1
  9.
              Corridor
      doors, when not in use, shall be kept
closed.
  10.
              Tenant
      shall not: (1) make or permit any improper, objectionable or unpleasant
      noises or odors in the Building, or otherwise interfere in any way with
      other tenants or persons having business with them; (2) solicit business
      or distribute or cause to be distributed, in any portion of the Building,
      handbills, promotional materials or other advertising; or (3) conduct or
      permit other activities in the Building that might, in Landlord’s sole
      opinion, constitute a nuisance.
  11.
              No
      animals, except those assisting handicapped persons, shall be brought into
      the Building or kept in or about the
Premises.
  12.
              No
      inflammable, explosive or dangerous fluids or substances shall be used or
      kept by Tenant in the Premises, Building or about the Property, except for
      those substances as are typically found in similar premises used for
      general office purposes and are being used by Tenant in a safe manner and
      in accordance with all applicable Laws. Tenant shall not, without
      Landlord’s prior written consent, use, store, install, spill, remove,
      release or dispose of, within or about the Premises or any other portion
      of the Property, any asbestos-containing materials or any solid, liquid or
      gaseous material now or subsequently considered toxic or hazardous under
      the provisions of 42 U.S.C. Section 9601 et seq. or any other applicable
      environmental Law which may now or later be in effect. Tenant shall comply
      with all Laws pertaining to and governing the use of these materials by
      Tenant and shall remain solely liable for the costs of abatement and
      removal.
  13.
              Tenant
      shall not use or occupy the Premises in any manner or for any purpose
      which might injure the reputation or impair the present or future value of
      the Premises or the Building. Tenant shall not use, or permit any part of
      the Premises to be used for lodging, sleeping or for any illegal
      purpose.
  14.
              Tenant
      shall not take any action which would violate Landlord’s labor contracts
      or which would cause a work stoppage, picketing, labor disruption or
      dispute or interfere with Landlord’s or any other tenant’s or occupant’s
      business or with the rights and privileges of any person lawfully in the
      Building (“Labor Disruption”).Tenant shall take the actions
      necessary to resolve the Labor Disruption, and shall have pickets removed
      and, at the request of Landlord, immediately terminate any work in the
      Premises that gave rise to the Labor Disruption, until Landlord gives its
      written consent for the work to resume. Tenant shall have no claim for
      damages against Landlord or any of the Landlord Related Parties nor shall
      the Commencement Date of the Term be extended as a result of the above
      actions.
  15.
              Tenant
      shall not install, operate or maintain in the Premises or in any other
      area of the Building, electrical equipment that would overload the
      electrical system beyond its capacity for proper, efficient and safe
      operation as determined solely by Landlord. Tenant shall not furnish
      cooling or heating to the Premises, including, without limitation, the use
      of electric or gas heating devices, without Landlord’s prior written
      consent. Tenant shall not use more than its proportionate share of
      telephone lines and other telecommunication facilities available to
      service the Building.
  16.
              Tenant
      shall not operate or permit to be operated a coin or token operated
      vending machine or similar device (including, without limitation,
      telephones, lockers, toilets, scales, amusement devices and machines for
      sale of beverages, foods, candy, cigarettes and other goods), except for
      machines for the exclusive use of Tenant’s employees and
      invitees.
  17.
              Bicycles
      and other vehicles are not permitted inside the Building or on the
      walkways outside the Building, except in areas designated by
      Landlord.
  18.
              Landlord
      may from time to time adopt systems and procedures for the security and
      safety of the Building and Property, its occupants, entry, use and
      contents. Tenant, its agents, employees, contractors, guests and invitees
      shall comply with Landlord’s systems and
  procedures.
  19.
              Landlord
      shall have the right to prohibit the use of the name of the Building or
      any other publicity by Tenant that in Landlord’s sole opinion may impair
      the reputation of the Building or its desirability. Upon written notice
      from Landlord, Tenant shall refrain from and discontinue such publicity
      immediately.
  2
  20.
              Neither
      Tenant nor its agents, employees, contractors, guests or invitees shall
      smoke or permit smoking in the Common Areas, unless a portion of the
      Common Areas have been declared a designated smoking area by Landlord, nor
      shall the above parties allow smoke from the Premises to emanate into the
      Common Areas or any other part of the Building. Landlord shall have the
      right to designate the Building (including the Premises) as a non-smoking
      building.
  21.
              Landlord
      shall have the right to designate and approve standard window coverings
      for the Premises and to establish rules to assure that the Building
      presents a uniform exterior appearance. Tenant shall ensure, to the extent
      reasonably practicable, that window coverings are closed on windows in the
      Premises while they are exposed to the direct rays of the
    sun.
  22.
              Deliveries
      to and from the Premises shall be made only at the times in the areas and
      through the entrances and exits reasonably designated by Landlord. Tenant
      shall not make deliveries to or from the Premises in a manner that might
      interfere with the use by any other tenant of its premises or of the
      Common Areas, any pedestrian use, or any use which is inconsistent with
      good business practice.
  23.
              The
      work of cleaning personnel shall not be hindered by Tenant after 5:30
      p.m.,
      and cleaning work may be done at any time when the offices are vacant.
      Windows, doors and fixtures may be cleaned at any time. Tenant shall
      provide adequate waste and rubbish receptacles to prevent unreasonable
      hardship to the cleaning service.
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  3
   EXHIBIT F
  ADDITIONAL
PROVISIONS
  This
Exhibit is attached to and made a part of the Lease (the “Lease”)by and between OR-KRUSE OAKS, L.L.C., a Delaware
limited liability company (“Landlord”),and AEQUITAS CAPITAL MANAGEMENT, INC., an
Oregon corporation (“Tenant”),for space in the Building located at 5300
Meadows, Lake Oswego, Oregon (the “Building”).Capitalized terms used but not
otherwise defined herein shall have the meanings given in the
Lease.
  1.
              PARKING.
  A.
              During
      the Term, as the same may be extended from time to time, Tenant agrees to
      license from Landlord, and Landlord agrees to license to Tenant, a total
      of 60 unreserved parking spaces (the “Spaces”)in the surface parking lot
      serving the Building (the “Parking Facility”)for the use of Tenant and its
      employees. No deductions or allowances shall be made for days when Tenant
      or any of its employees does not utilize the Parking Facility or for
      Tenant utilizing less than all of the Spaces. Tenant shall not have the
      right to license or otherwise use more than the number of reserved and
      unreserved Spaces set forth above.
  B.
              During
      the Term, as the same may be extended from time to time, Tenant shall pay
      to Landlord, as Additional Rent in accordance with Section 4 of the Lease,
      the sum of $-0- per month, plus applicable tax thereon, if any, for each
      Space licensed by Tenant hereunder, as such rate may be adjusted from time
      to time to reflect the then current rate for parking in the Parking
      Facility.
  C.
              Except
      for particular spaces and areas designated by Landlord or its affiliate
      for reserved parking, all parking in the Parking Facility shall be on an
      unreserved, first-come, first-served
basis.
  D.
              Landlord
      (and its affiliate) shall not be responsible for money, jewelry,
      automobiles or other personal property lost in or stolen from the Parking
      Facility regardless of whether such loss or theft occurs when the Parking
      Facility or any areas therein are locked or otherwise secured. Except as
      caused by the negligence or willful misconduct of Landlord (or its
      affiliate) and without limiting the terms of the preceding sentence,
      Landlord (and its affiliate) shall not be liable for any loss, injury or
      damage to persons using the Parking Facility or automobiles or other
      property therein, it being agreed that, to the fullest extent permitted by
      law, the use of the Spaces shall be at the sole risk of Tenant and its
      employees.
  E.
              Landlord
      (or its affiliate) shall have the right from time to time to designate the
      location of the Spaces and to promulgate reasonable rules and regulations
      regarding the Parking Facility, if any, the Spaces and the use thereof,
      including, but not limited to, rules and regulations controlling the flow
      of traffic to and from various parking areas, the angle and direction of
      parking and the like. Tenant shall comply with and cause its employees to
      comply with all such rules and regulations as well as all reasonable
      additions and amendments thereto.
  F.
              Tenant
      shall not store or permit its employees to store any automobiles in the
      Parking Facility without the prior written consent of Landlord (or its
      affiliate). Except for emergency repairs, Tenant and its employees shall
      not perform any work on any automobiles while located in the Parking
      Facility or on the Property. If it is necessary for Tenant or its
      employees to leave an automobile in the Parking Facility overnight, Tenant
      shall provide Landlord (or its affiliate) with prior notice thereof
      designating the license plate number and model of such
      automobile.
  G.
              Landlord
      (or its affiliate) shall have the right to temporarily close the Parking
      Facility or certain areas therein in order to perform necessary repairs,
      maintenance and improvements to the Parking Facility or any portion
      thereof.
  H.
              Tenant
      shall not assign or sublicense any of the Spaces without the consent of
      Landlord (or its affiliate). Landlord (or its affiliate) shall have the
      right to terminate the parking agreement set forth in this Section 1 with
      respect to any Spaces that Tenant desires to sublet or
    assign.
  1
  I.
                Landlord
      (or its affiliate) may elect to provide parking cards or keys to control
      access to the Parking Facility. In such event, Tenant shall be provided
      with one card or key for each Space that Tenant is leasing hereunder,
      provided that Landlord (or its affiliate) shall have the right to require
      Tenant or its employees to place a deposit on such access cards or keys
      and to pay a fee for any lost or damaged cards or
  keys.
  J.
              Landlord
      hereby reserves the right to enter into (or cause its affiliate to enter
      into) a management agreement or lease with an entity for all or any
      portion of the Parking Facility (a“Parking Facility
      Operator”).In such event,
      Tenant, upon request of Landlord, shall enter into a parking agreement
      with such Parking Facility Operator and, notwithstanding anything else
      herein to the contrary, Tenant shall pay such Parking Facility Operator,
      rather than Landlord (or its affiliate), the monthly charge established
      hereunder for the Spaces located in the portion of the Parking Facility
      covered by such parking agreement, and Landlord (and its affiliate) shall
      have no liability for claims arising through acts or omissions of any
      Parking Facility Operator unless caused by Landlord’s negligence or
      willful misconduct. It is understood and agreed that the identity of any
      Parking Facility Operator may change from time to time during the Term. In
      connection therewith, any parking lease or agreement entered into between
      Tenant and any Parking Facility Operator shall be freely assignable by
      such Parking Facility Operator or any successors
      thereto.
  2.
              RENEWAL
      OPTION.
  A.
              Grant of Option;
      Conditions. Tenant shall have the right to exend the Term (the
      “Renewal Option”)for one additional period of 3
      years commencing on the day following the Termination Date of the initial
      Term and ending on the 3rd
      anniversary of the Termination Date (the “Renewal Term”),if:
  (1)
              Landlord
      receives notice of exercise (“Initial Renewal Notice”)not less than 9 full calendar
      months prior to the expiration of the initial Term and not more than 12
      full calendar months prior to the expiration of the initial Term;
      and
  (2)
              Tenant
      is not in default under the Lease beyond any applicable cure periods at
      the time that Tenant delivers its Initial Renewal Notice or at the time
      Tenant delivers its Binding Notice (as defined below);
  and
  (3)
              No
      part of the Premises is sublet (other than pursuant to a Business
      Transfer) at the time that Tenant delivers its Initial Renewal Notice or
      at the time Tenant delivers its Binding Notice;
  and
  (4)
              The
      Lease has not been assigned (other than pursuant to a Business Transfer)
      prior to the date that Tenant delivers its Initial Renewal Notice or prior
      to the date Tenant delivers its Binding
Notice.
  B.
              Terms Applicable to
      Premises During Renewal
Term.
  (1)
              The
      initial Base Rent rate per rentable square foot for the Premises during
      the Renewal Term shall equal the Prevailing Market (hereinafter defined)
      rate per rentable square foot for the Premises. Base Rent during the
      Renewal Term shall increase, if at all, in accordance with the increases
      assumed in the determination of Prevailing Market rate. Base Rent
      attributable to the Premises shall be payable in monthly installments in
      accordance with the terms and conditions of Section 4 of the
      Lease.
  (2)
              Tenant
      shall pay Additional Rent (i.e., Taxes and Expenses) for the Premises
      during the Renewal Term in accordance with the provisions of Section 4 of
      the Lease and Exhibit B to the Lease, and the manner and method in which
      Tenant reimburses Landlord for Tenant’s share of Taxes and Expenses and
      the Base Year applicable to such matter, shall be some of the factors
      considered in determining the Prevailing Market rate for the Renewal
      Term.
  2
  C.
              Procedure for
      Determining Prevailing Market. Within 30 days after receipt of
      Tenant’s Initial Renewal Notice, Landlord shall advise Tenant of the
      applicable Base Rent rate for the Premises for the Renewal Term. Tenant,
      within 15 days after the date on which Landlord advises Tenant of the
      applicable Base Rent rate for the Renewal Term, shall either (i) give
      Landlord final binding written notice (“Binding Notice”)of Tenant’s exercise of its
      Renewal Option, or (ii) if Tenant disagrees with Landlord’s determination,
      provide Landlord with written notice of rejection (the “Rejection Notice”).If Tenant fails to provide
      Landlord with either a Binding Notice or Rejection Notice within such 15
      day period, Tenant’s Renewal Option shall be null and void and of no
      further force and effect. If Tenant provides Landlord with a Binding
      Notice, Landlord and Tenant shall enter into the Renewal Amendment (as
      defined below) upon the terms and conditions set forth herein. If Tenant
      provides Landlord with a Rejection Notice, Landlord and Tenant shall work
      together in good faith to agree upon the Prevailing Market rate for the
      Premises during the Renewal Term. When Landlord and Tenant have agreed
      upon the Prevailing Market rate for the Premises, such agreement shall be
      reflected in a written agreement between Landlord and Tenant, whether in a
      letter or otherwise, and Landlord and Tenant shall enter into the Renewal
      Amendment in accordance with the terms and conditions hereof.
      Notwithstanding the foregoing, if Landlord and Tenant are unable to agree
      upon the Prevailing Market rate for the Premises within 30 days after the
      date Tenant provides Landlord with the Rejection Notice, Tenant’s Renewal
      Option shall be deemed to be null and void and of no force and
      effect.
  D.
              Renewal
      Amendment. If Tenant is entitled to and properly exercises its
      Renewal Option, Landlord shall prepare an amendment (the “Renewal Amendment”)to reflect changes in the Base
      Rent, Term, Termination Date and other appropriate terms. The Renewal
      Amendment shall be sent to Tenant within a reasonable time after
      Landlord’s receipt of the Binding Notice or other written agreement by
      Landlord and Tenant regarding the Prevailing Market rate, and Tenant shall
      execute and return the Renewal Amendment to Landlord within 15 days after
      Tenant’s receipt of same, but, upon final determination of the Prevailing
      Market rate applicable during the Renewal Term as described herein, an
      otherwise valid exercise of the Renewal Option shall be fully effective
      whether or not the Renewal Amendment is
  executed.
  E.
              Definition of
      Prevailing Market. For purposes of this Renewal Option, “Prevailing Market”shall mean the arms length fair market annual rental rate per
      rentable square foot under renewal leases and amendments entered into on
      or about the date on which the Prevailing Market is being determined
      hereunder for space comparable to the Premises in the Building and office
      buildings comparable to the Building in the Kruse Way, Lake Oswego, Oregon
      area. The determination of Prevailing Market shall take into account any
      material economic differences between the terms of the Lease and any
      comparison lease or amendment, such as rent abatements, construction costs
      and other concessions and the manner, if any, in which the landlord under
      any such lease is reimbursed for operating expenses and taxes. The
      determination of Prevailing Market shall also take into consideration any
      reasonably anticipated changes in the Prevailing Market rate from the time
      such Prevailing Market rate is being determined and the time such
      Prevailing Market rate will become effective under the
    Lease.
  F.
              Subordination.
      Notwithstanding anything herein to the contrary, Tenant’s Renewal Option
      is subject and subordinate to the expansion rights (whether such rights
      are designated as a right of first offer, right of first refusal,
      expansion option or otherwise) of any tenant of the Building existing on
      the date hereof.
  3.
              RIGHT
      OF FIRST OFFER.
  A.
                Grant of Option;
      Conditions. Tenant shall have a one time right of first offer (the
      “Right of First
      Offer”)with respect to
      the following suite (and with respect to each portion of such suite) (such
      suite or portion thereof, a “Potential Offering Space”):(i) the approximately 4,000
      rentable square feet located in the southwest corner of the 4th
      floor of the Building and known as Suite No. 460 shown on the demising
      plan attached hereto as Exhibit G.Tenant’s
      Right of First Offer shall be exercised as follows: at any time after
      Landlord has determined that any Potential Offering Space has become
      Available (defined below), but prior to leasing such Potential Offering
      Space to a third party, Landlord shall advise Tenant (the “Advice”)of the terms under which
      Landlord is prepared to lease such Potential Offering Space (an “Offering Space”)to Tenant for the remainder of
      the Term, which terms shall reflect the Prevailing Market (hereinafter
      defined) rate for such Offering Space as reasonably determined by
      Landlord. For purposes hereof, a Potential Offering Space shall be deemed
      to become “Available” as follows:
      (i) if such Potential Offering Space is not under lease to a third party
      as of the date of mutual execution and delivery of the Lease, such
      Potential Offering Space shall be deemed to become Available when Landlord
      has located a prospective tenant that may be interested in leasing such
      Potential Offering Space; and (ii) if such Potential Offering Space is
      under lease to a third party as of the date of mutual execution and
      delivery of the Lease, such Potential Offering Space shall be deemed to
      become Available when Landlord has determined that the third-party tenant
      of such Potential Offering Space, and any occupant of such Potential
      Offering Space claiming under such third-party tenant, will not extend or
      renew the term of its lease, or enter into a new lease, for such Potential
      Offering Space. Tenant may lease any Offering Space in its entirety only,
      under such terms, by delivering written notice of exercise to Landlord
      (the “Notice of Exercise”) within 5
      days after the date of the Advice, except that Tenant shall have no such
      Right of First Offer and Landlord need not provide Tenant with an Advice
      with respect to any Potential Offering Space,
  if:
  3
  1.
              Tenant
      is in default under the Lease beyond any applicable cure periods at the
      time that Landlord would otherwise deliver the Advice;
  or
  2.
              the
      Premises, or any portion thereof, is sublet (other than pursuant to a
      Business Transfer, as defined in Section 11of the Lease) at the time
      Landlord would otherwise deliver the Advice;
or
  3.
              a
      Transfer (defined in Section 11 of the Lease), other than a sublease or a
      Business Transfer (defined in Section 11 of the Lease), has occurred
      before the date Landlord would otherwise deliver the Advice;
      or
  4.
              Tenant
      is not occupying the Premises on the date Landlord would otherwise deliver
      the Advice; or
  5.
              such
      Potential Offering Space is not intended for the exclusive use of Tenant
      during the Lease term, as the same may be extended from time to
      time.
  B.
              Terms for Offering
      Space.
  1.
              The
      term for the Offering Space shall commence upon the commencement date
      stated in the Advice and thereupon such Offering Space shall be considered
      a part of the Premises, provided that all of the terms stated in the
      Advice shall govern Tenant’s leasing of the Offering Space and only to the
      extent that they do not conflict with the Advice, the terms and conditions
      of this Lease shall apply to the Offering Space. Notwithstanding the
      foregoing the termination date with respect to the Offering Space shall be
      the Expiration Date defined in the
Lease.
  2.
              Tenant
      shall pay Base Rent and Additional Rent for the Offering Space in
      accordance with the terms and conditions of the Advice, which terms and
      conditions shall reflect the Prevailing Market rate for the Offering Space
      as determined in Landlord’s reasonable
judgment.
  3.
              The
      Offering Space (including improvements and personalty, if any) shall be
      accepted by Tenant in its condition and as-built configuration existing on
      the earlier of the date Tenant takes possession of the Offering Space or
      as of the date the term for such Offering Space commences, unless the
      Advice specifies any work to be performed by Landlord in the Offering
      Space, in which case Landlord shall perform such work in the Offering
      Space. If Landlord is delayed delivering possession of the Offering Space
      due to the holdover or unlawful possession of such space by any party,
      Landlord shall use reasonable efforts to obtain possession of the space,
      and the commencement of the term for the Offering Space shall be postponed
      until the date Landlord delivers possession of the Offering Space to
      Tenant free from occupancy by any
party.
  4
  C.
                  Termination of Right
      of First Offer. The rights of Tenant hereunder with respect to any
      Potential Offering Space shall terminate on the earlier to occur of: (i)
      (i) the date occurring one (1) year before the scheduled Termination Date
      (unless Tenant has exercised its Renewal Option, in which event the date
      shall be one (1) year before the scheduled expiration date of the Renewal
      Term) (ii) Tenant’s failure to exercise its Right of First Offer with
      respect to such Potential Offering Space within the 5 day period provided
      in Section A above; and (iii) the date Landlord would have provided Tenant
      an Advice for such Potential Offering Space if Tenant had not been in
      violation of one or more of the conditions set forth in Section A above.
      In addition, if Landlord provides Tenant with an Advice for any portion of
      the Potential Offering Space that contains expansion rights (whether such
      rights are described as an expansion option, right of first refusal, right
      of first offer or otherwise) with respect to any other Potential Offering
      Space (such other Potential Offering Space subject to such expansion
      rights is referred to herein as an “Encumbered Potential OfferingSpace”) and Tenant does not
      exercise its Right of First Offer to lease such Offering Space pursuant to
      the Advice, Tenant’s Right of First Offer with respect to the Encumbered
      Potential Offering Space shall be subject and subordinate to all such
      expansion rights contained in the
Advice.
  D.
              Offering
      Amendment. If Tenant exercises its Right of First Offer, Landlord
      shall prepare an amendment (the “Offering Amendment”)adding the Offering Space to
      the Premises on the terms set forth in the Advice and reflecting the
      changes in the Base Rent, Rentable Square Footage of the Premises,
      Tenant’s Pro Rata Share and other appropriate terms. A copy of the
      Offering Amendment shall be sent to Tenant within a reasonable time after
      Landlord’s receipt of the Notice of Exercise executed by Tenant, and
      Tenant shall execute and return the Offering Amendment to Landlord within
      15 days thereafter, but an otherwise valid exercise of the Right of First
      Offer shall be fully effective whether or not the Offering Amendment is
      executed.
  E.
              Definition of
      Prevailing Market. For purposes of this Right of First Offer
      provision, “Prevailing
      Market”shall mean the annual rental rate per square foot for space
      comparable to the Offering Space in the Building and office buildings
      comparable to the Building in the Kruse Way area of Lake Oswego, Oregon,
      under leases and renewal and expansion amendments being entered into at or
      about the time that Prevailing Market is being determined, giving
      appropriate consideration to tenant concessions, brokerage commissions,
      tenant improvement allowances, existing improvements in the space in
      question, and the method of allocating operating expenses and taxes.
      Notwithstanding the foregoing, space leased under any of the following
      circumstances shall not be considered to be comparable for purposes
      hereof: (i) the lease term is for less than the lease term of the Offering
      Space, (ii) the space is encumbered by the option rights of another
      tenant, or (iii) the space has a lack of windows and/or an awkward or
      unusual shape or configuration. The foregoing is not intended to be an
      exclusive list of space that will not be considered to be
      comparable.
  F.
              Subordination.
      Notwithstanding anything herein to the contrary, Tenant’s Right of First
      Offer is subject and subordinate to the expansion rights (whether such
      rights are designated as a right of first offer, right of first refusal,
      expansion option or otherwise) of any tenant of the Building existing on
      the date hereof.
  3.
              Contingency for Lease.This Lease specifically is contingent upon the termination of that
      certain lease dated September 25, 2001 (the “Prior Tenant Lease”),by and between Landlord (as
      successor in interest to EOP Operating Limited Partnership, a Delaware
      limited partnership), and Washington Mutual Bank (“Prior Tenant”)relating to approximately
      24,731 rentable square feet (the “Prior Tenant Space”)on the 4thfloor of the Building, which Prior Tenant Space includes all or a
      portion of the Premises to be leased to Tenant pursuant to the terms of
      this Lease. Landlord currently is negotiating the terms of an agreement
      with Prior Tenant to terminate the Prior Tenant Lease as of the date not
      later than October 31, 2006 (the “Prior Tenant Termination
      Agreement”).If for any
      reason Landlord fails to enter into the Prior Tenant Termination Agreement
      with Prior Tenant on or before the later of (i) October 20, 2006 or (ii)
      five (5) days following the date this Lease, executed by Tenant, together
      with all prepaid rental and security deposits required hereunder, is
      delivered to Landlord, then Landlord may terminate this Lease by providing
      written notice thereof to Tenant.
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  5
  EXHIBIT
G
  OFFERING
SPACE
  1
– Sublease– ExhibitB


1