Kenyon
Center

    


    NET
OFFICE LEASE

    


    TABLE
OF CONTENTS

    


    
      
        
          
            	
                    1.

                  	
                    SALIENT
      LEASE TERMS

                  	
                    1

                  
	
                    2.

                  	
                    DEFINITIONS

                  	
                    3

                  
	
                    3.

                  	
                    PREMISES

                  	
                    8

                  
	
                    4.

                  	
                    TERM

                  	
                    9

                  
	
                    5.

                  	
                    PRE-TERM
      POSSESSION

                  	
                    10

                  
	
                    6.

                  	
                    DELAY
      IN DELIVERY OF POSSESSION

                  	
                    10

                  
	
                    7.

                  	
                    MINIMUM
      RENT

                  	
                    10

                  
	
                    8.

                  	
                    ADDITIONAL
      RENT

                  	
                    11

                  
	
                    9.

                  	
                    ACCORD
      AND SATISFACTION

                  	
                    13

                  
	
                    10.

                  	
                    SECURITY
      DEPOSIT

                  	
                    14

                  
	
                    11.

                  	
                    USE

                  	
                    14

                  
	
                    12.

                  	
                    COMPLIANCE
      WITH LAWS AND REGULATIONS

                  	
                    15

                  
	
                    13.

                  	
                    SERVICE
      AND EQUIPMENT

                  	
                    20

                  
	
                    14.

                  	
                    WASTE

                  	
                    22

                  
	
                    15.

                  	
                    ALTERATIONS

                  	
                    23

                  
	
                    16.

                  	
                    PROPERTY
      INSURANCE

                  	
                    25

                  
	
                    17.

                  	
                    INDEMNIFICATION,
      WAIVER OF CLAIMS AND SUBROGATION

                  	
                    26

                  
	
                    18.

                  	
                    LIABILITY
      INSURANCE

                  	
                    28

                  
	
                    19.

                  	
                    INSURANCE
      POLICY REQUIREMENTS

                  	
                    28

                  
	
                    20.

                  	
                    LESSEE
      INSURANCE DEFAULT

                  	
                    29

                  
	
                    21.

                  	
                    FORFEITURE
      OF PROPERTY AND LESSOR’S LIEN

                  	
                    29

                  
	
                    22.

                  	
                    MAINTENANCE
      AND REPAIRS

                  	
                    30

                  
	
                    23.

                  	
                    DESTRUCTION

                  	
                    31

                  
	
                    24.

                  	
                    CONDEMNATION

                  	
                    32

                  
	
                    25.

                  	
                    ASSIGNMENT
      AND SUBLETTING

                  	
                    34

                  
	
                    26.

                  	
                    ABANDONMENT

                  	
                    37

                  
	
                    27.

                  	
                    ENTRY
      BY LESSOR

                  	
                    38

                  
	
                    28.

                  	
                    SIGNS

                  	
                    38

                  
	
                    29.

                  	
                    DEFAULT

                  	
                    38

                  
	
                    30.

                  	
                    REMEDIES
      UPON DEFAULT

                  	
                    39

                  
	31.	
                    BANKRUPTCY

                  	
                    41

                  


          

        

      

    


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    32.

                  	
                    SURRENDER
      OF LEASE

                  	
                    43

                  
	
                    33.

                  	
                    LESSOR’S
      EXCULPATION

                  	
                    43

                  
	
                    34.

                  	
                    ATTORNEYS’
      FEES

                  	
                    43

                  
	
                    35.

                  	
                    NOTICES

                  	
                    44

                  
	
                    36.

                  	
                    SUBORDINATION

                  	
                    44

                  
	
                    37.

                  	
                    ESTOPPEL
      CERTIFICATES

                  	
                    45

                  
	
                    38.

                  	
                    WAIVER

                  	
                    45

                  
	
                    39.

                  	
                    HOLDING
      OVER

                  	
                    46

                  
	
                    40.

                  	
                    SUCCESSORS
      AND ASSIGNS

                  	
                    46

                  
	
                    41.

                  	
                    TIME

                  	
                    46

                  
	
                    42.

                  	
                    EFFECT
      OF LESSOR’S CONVEYANCE

                  	
                    46

                  
	
                    43.

                  	
                    COMMON
      AREAS

                  	
                    46

                  
	
                    44.

                  	
                    TRANSFER
      OF SECURITY

                  	
                    47

                  
	
                    45.

                  	
                    LATE
      CHARGES

                  	
                    47

                  
	
                    46.

                  	
                    CORPORATE
      AUTHORITY

                  	
                    47

                  
	
                    47.

                  	
                    MORTGAGEE
      PROTECTION

                  	
                    47

                  
	
                    48.

                  	
                    WAIVER
      OF STATUTES

                  	
                    48

                  
	
                    49.

                  	
                    MISCELLANEOUS
      PROVISIONS

                  	
                    48

                  


          

        

      

    


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    


    NET
OFFICE LEASE

    


    THIS LEASE is dated for
reference purposes only this 20th day of October, 2009.

    


    1.  SALIENT
LEASE TERMS

     

    
      
        
          
            
              
                
                  
                    	
                            1.1

                          	
                            Rent Payment:

                          	
                            Kenyon Center LLC

                            c/o Wesmar Investments

                            2731 77th Avenue SE

                            Suite 206

                            Mercer Island, WA 98040.

                          
	 
      	 
      	 
      
	
                            1.2

                          	
                            Parties and Notice

                            Address:

                          	
                            Lessor:

                            Kenyon Center LLC

                            c/o Wesmar Investments

                            2731 77th Avenue SE

                            Suite 206

                            Mercer Island, WA 98040

                          
	 
      	 
      	 
      
	 
      	 
      	
                            Lessee: 

                            ITEX Corporation, a Nevada corporation

                            Kenyon Center, Suite 100

                            3326 106th Avenue SE

                            Bellevue, WA

                             

                            (After Lease Commencement)

                            ITEX Corporation, a Nevada corporation 

                            Kenyon Center, Suite 100

                            3326 106th Avenue SE

                            Bellevue, WA

                            (Section 35.1)

                          
	 
      	 
      	 
      
	
                            1.3

                          	
                            Premises:

                          	
                            (A)     Name and Location of Complex:

                            Kenyon Center

                            3326 106th Avenue SE

                            Bellevue, WA

                             

                            (B)      Leased Premises: 

                            First (1st) Floor, Suite 100

                             

                            (C)      Approximately 7,035 rentable square feet.

                             (Section 3.2)

                          


                  

                

              

            

          

        

        


        
          
            
               


            

            
              1

              
                

              

            

            
               


            

          

        

        


        


        
          
            
              
                
                  	
                          1.4

                        	
                          Term:

                        	
                          (A)     Commencement Date: May 1, 2010

                          (Section 2.1(c))

                          (B)      Sixty (60) months

                           (Section 4.1)

                           

                          (C)      Tenant has a one-time early termination right

                          effective as of Month 37 

                          (Article II of the Addendum)

                           

                          (D)     Tenant has a one-time 3-year renewal right 

                          (Article I of the Addendum)

                        
	 
      	 
      	 
      
	
                          1.5

                        	
                          Rent:

                        	
                          (A)     Minimum Rent: 

                          Months 01 – 12:                           $7,914 NNN

                          Months 13 – 24:                           $8,208 NNN

                          Months 25 – 36:                           $8,501 NNN

                          Months 37 – 48:                           $8,794 NNN

                          Months 49 – 60:                           $9,087 NNN

                           

                          (B)      Advance Rent:                             $12,897.50

                           (Section 7.2)

                        
	 
      	 
      	 
      
	
                          1.6

                        	
                          Initial Security Deposit:

                        	
                          $14,070 (last month’s rent)

                          (Section 10.1)

                        
	 
      	 
      	 
      
	
                          1.7

                        	
                          Use:

                        	
                          Premises used solely for general office and

                          administration purposes, including sales and

                          presentation purposes, data administration, training

                          and service operations.

                          (Section 11.1)

                        
	 
      	 
      	 
      
	
                          1.8

                        	
                          Initial Pro Rata Percent:

                        	
                          7.79%

                          (Section 2.1(l))

                          (Section 16.3)

                        
	 
      	 
      	 
      
	
                          1.9

                        	
                          Declaration of

                          Restrictions:

                        	
                          Date of Recordation      May 13, 1980

                          Recording  Number 8005130448

                          (Section 3.5)

                        
	 
      	 
      	 
      
	
                          1.10

                        	
                          Contents:

                        	
                          This Lease consists of:

                          Pages 1 through 50

                          Sections 1 through 49.16

                          Addenda: Pages 1-4

                          Exhibits:

                          A – Legal Description of Complex

                          B – Plan of the Complex

                          C – Floor Plan of the Leased Premises

                          D – Construction Obligations

                          E – Acknowledgment of Commencement

                          F – Rules & Regulations

                        


                

              

            

          

        

        


        
          
            
               


            

            
              2

              
                

              

            

            
               


            

          

        

         

        2.  DEFINITIONS

      

    

    


    2.1          The
terms defined in this Article 2 shall, for all purposes of this Lease and
all agreements supplemental hereto, have the meanings herein specified unless
expressly stated otherwise.

    


    (a)     
    “Building”
shall mean the structure which contains the Leased Premises, as further defined
in Exhibit D hereto.

    


    (b)        
“Building
Standard Work” shall mean the typical interior improvements in the
Building Shell (as defined in Exhibit D hereto) constructed or to be constructed
by Lessor, which are of the nature and quality required by specifications
developed for the Complex by Lessor’s architect.  The Tenant
Improvements (as defined in Exhibit D hereto) to be constructed pursuant to
Exhibit D, unless otherwise specified pursuant to the terms and conditions of
Exhibit D, shall be Building Standard Work.

    


    (c)          “Commencement
Date” shall mean May 1, 2010.

    


    (d)          “Common
Areas” shall mean all areas and facilities outside the Leased Premises
within the exterior boundaries of the Complex of which the Leased Premises form
a part, that are provided and designated by Lessor from time to time for the
general use and convenience of Lessee and of other tenants of Lessor having the
common use of such areas, and their respective authorized representatives and
invitees.  Common Areas include, without limitation, corridors,
stairways, elevator shafts, janitor rooms, driveways, parking areas, and
landscaped areas all as generally described on Exhibit B attached
hereto.  Exhibit B is tentative and Lessor reserves the right to
make alterations thereto from time to time as long as Lessee is not materially
adversely affected in its ability to use the Leased Premises and the Complex,
including the parking areas.

    


    (e)          “Complex”
is that parcel of real property of which the Leased Premises forms a part,
together with the parcels in common ownership therewith, and contiguous thereto,
which property is described with particularity in Exhibit A attached hereto
and made a part hereof by reference.

    


    (f)          “Lease
Year” means any calendar year, or portion thereof, following the
commencement hereof, the whole or any part of which period is included within
the Term.

    


    (g)          “Leased
Premises” shall mean the portion of space leased to Lessee
hereunder.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    


    (h)          “Lines”
shall mean communications, computer, audio and video, security and electrical
(other than electrical wiring terminating at or connected to Building standard
electrical outlets), cables, wires, lines, duct work, sensors, switching
equipment, control boxes and related improvements at the Complex, Building or
the Leased Premises.

    


    (i)           “Major
Vertical Penetrations” shall mean stairs, elevator shafts, flues, pipe
shafts, vertical ducts, and the like, and their enclosing walls, which serve
more than one floor of the Building, but shall not include stairs, dumbwaiters,
lifts, and the like, exclusively serving a tenant occupying offices on more than
one floor.

    


    (j)           “Occupied
Floor Area” means that portion of the Rentable Area of the Complex which
is leased and occupied.



    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (k)          “Operating
Costs” means the total amounts paid or payable, whether by Lessor or
others on behalf of Lessor, in connection with the ownership, maintenance,
repair, replacement and operations of the Complex (including, without
limitation, all areas and facilities within the exterior boundaries of the
Complex) as determined by standard accounting procedures.  Operating
Costs shall include, but not be limited to, the aggregate of the amount paid for
all fuel used in heating and air conditioning of the Building; the amount paid
or payable for all electricity furnished by Lessor to the Complex (other than
electricity furnished to and paid for by other lessees by reason of their
extraordinary consumption of electricity); the cost of periodic relamping and
reballasting of lighting fixtures; the amount paid or payable for all hot and
cold water (other than that chargeable to individual tenants by reason of their
extraordinary consumption of water); the amount paid or payable for all labor
and/or wages and other payments, including the reasonable cost to Lessor of
workers’ compensation and disability insurance, payroll taxes, welfare and
fringe benefits made to janitors, caretakers, and other employees, contractors
and subcontractors of Lessor (including wages of the Building manager which
shall be paid out of the 4% management fee described herein) to the extent
involved in the operation, maintenance and repair of the Complex; painting of
exterior walls of the buildings in the Complex; managerial and administrative
expenses; the total charges of any independent contractors employed in the
repair, care, operation, maintenance, and cleaning of the Complex; the amount
paid or payable for all supplies occasioned by everyday wear and tear; the costs
of climate control, window and exterior wall cleaning, telephone and utility
costs; the cost of accounting services necessary to compute the rents and
charges payable by tenants of the Complex and to keep the books and records for
the Complex; fees for legal, accounting, inspection and consulting services; the
cost of operating, repairing and maintaining the Building elevators and the
utility systems, including Lines, of the Complex; the cost of porters, guards
and other protection services (if established); the cost of establishing and
maintaining the Building’s directory board; payments for general maintenance and
repairs to the plant and equipment supplying climate control; the cost of
supplying all services pursuant to Article 13 hereof to the extent such
services are not paid by individual tenants; amortization of the costs,
including repair and replacement, of all maintenance and cleaning equipment and
master utility meters and of the costs incurred for repairing or replacing all
other fixtures, equipment and facilities serving or comprising the Complex which
by their nature require periodic or substantial repair or replacement, and which
are not charged fully in the year in which they are incurred, but instead are
amortized into the Operating Costs over their useful life as reasonably
determined by Lessor in accordance with sound accounting
principles;  the net cost and expenses for liability and property
insurance for which Lessor is responsible hereunder or which Lessor or its
lenders deems necessary in connection with the operation of the Complex
(including, without limitation, self-insurance and the payment of deductible
amounts under insurance policies); assessments and property owners’ assessments
which may be imposed upon Lessor by virtue of any recorded instrument affecting
title to the Complex; and costs of complying with all governmental regulations,
rules, laws, ordinances and codes which costs if any shall be amortized over the
useful life of the improvement as reasonably determined by Lessor in accordance
with sound accounting principles.  In addition, Operating Costs shall
include any Real Estate Taxes as defined in Paragraph 2.1(o) hereof, and an
administrative/management fee payable to Lessor in the amount of four percent
(4%) of the gross revenues received by Lessor from the
Complex.  Operating Costs shall also include, without limitation, the
repair and replacement, resurfacing and repaving of any paved areas, curbs,
gutters or other surfaces or areas within the Complex, the repair and
replacement of any equipment or facilities located within or serving the
Complex, and the cost of any capital repairs, replacements or improvements made
by Lessor to the Complex (“Capital
Costs”).  However, certain Capital Costs (the “Restricted Capital Costs”)
shall be includable in Operating Costs each year only to the extent of that
fraction allocable to the year in question calculated by amortizing such
Restricted Capital Costs over the reasonably useful life of the improvement
resulting therefrom, as determined by Lessor, with interest on the unamortized
balance at the higher of (i) seven percent (7%) per annum; or (ii) the
interest rate as may have been paid by Lessor for the funds borrowed for the
purpose of performing the work for which the Restricted Capital Costs have been
expended, but in no event to exceed the highest rate permissible by
law.  The Restricted Capital Costs subject to such amortization
procedure are the following: (x) those costs for capital improvements to
the Complex of a type which do not normally recur more frequently than every
five (5) years in the normal course of operation and maintenance of facilities
such as the Complex (specifically excluding painting of all or a portion of the
Complex); (y) costs incurred for the purpose of reducing other operating
expenses or utility costs, and (z) expenditures by Lessor that are required
by governmental law, ordinance, regulation or mandate, including, without
limitation, any Environmental Laws (as such term is defined in Article 12),
which were not applicable to the Complex at the time of the original
construction.  Operating Costs shall not include legal or accounting
expenses incurred expressly for negotiating a lease with a particular tenant, or
as a result of a default of a specific tenant, which negotiation or default does
not affect the operation of the Complex.  Operating Costs shall not
include any of the following items:  (i) interest, principal, points
and fees on, and any other costs relating to, any debt instrument encumbering,
or any other financing relating to, all or any portion of the Building or the
Complex, and depreciation and/or costs which would normally be considered of a
capital nature under generally accepted accounting principles (“GAAP”), except
those d Capital Costs that may be included in Operating Expenses as expressly
permitted under Section 2.1(k); (ii) ground lease rental; (iii) cost for
utilities, services and other benefits that are provided selectively to other
tenants or occupants for their benefit and not provided to Lessee; (iv) costs
which are payable or reimbursable to Lessor by warranties or guarantees,
insurers or governmental authorities, Lessee, other tenants or occupants or
otherwise; (v) leasing brokers’ and other fees and commissions, attorneys’ fees,
court costs and other legal expenses, space preparation costs, leasing
inducements and concessions, and other costs incurred in connection with leasing
of the Building and/or the Complex or negotiations or disputes with past,
present, future or prospective tenants or other occupants; (vi) Lessor’s
overhead expenses for offsite personnel and offices, provided, however Lessor
may include an administrative/management fee payable to Lessor and/or a third
party property management service for operation of comparable projects in the
vicinity; (vii) tenant improvement costs and other costs (including permit,
license, inspection and other fees) incurred in renovating or otherwise
improving, decorating, painting or altering space for Lessee, other tenants or
occupants; (viii) damage and repairs caused by or necessitated by the negligence
or willful misconduct of Lessor or Lessor’s agents, employees or contractors;
(ix) compensation, benefits and other costs of executives and employees above
the grade of building manager; (x) compensation, benefits and other costs of all
personnel to the extent and in proportion that such personnel are providing
services unrelated to the operation or maintenance of the Complex; (xi)
interest, penalties or other costs out of Lessor’s failure to make timely
payment and performance of its obligations; (xii) costs (including expert and
consulting fees and expenses incurred to test, monitor, survey, cleanup,
contain, abate, remove or otherwise remedy Hazardous Materials from the Building
and/or Complex; (xiii) any duplication of costs between Operating Expenses and
Real Estate Taxes (or Taxes); (xiv) any allocation of Operating Expenses which
exceeds the amount which would equitably be allocated to Lessee based upon the
Rentable Area of the Leased Premises as compared to the Rentable Area of the
Complex as a whole except as otherwise provided in Sections 2.1(l) and 8.2(a);
and (xv) any costs which, when aggregated with costs charged to other
tenants  and occupants of the Building and/or Complex, would provide
Lessor with a recovery of greater than 100% of such actual costs to
Lessor.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    


    (l)           “Pro Rata
Percent” shall be that fraction (converted to a percentage) the numerator
of which is the Usable Area of the Leased Premises multiplied by the R/U Ratio
and the denominator of which is the number of square feet of Occupied Floor Area
of all floors (or leased premises if the Complex is on a single floor) rentable
to tenants in the Complex.  Lessee’s Pro Rata Percent as of the
commencement of the Term hereof is specified in
Section 1.8.  Said Pro Rata Percent shall be recalculated as may
be required effective as at the commencement of any period to which the
calculation is applicable in this Lease.  Notwithstanding the
preceding provisions of this Section 2.1(l), Lessee’s Pro Rata Percent as
to certain expenses may be calculated differently to yield a higher percentage
share for Lessee as to certain expenses in the event Lessor permits other
tenants in the Complex to directly incur such expenses rather than have Lessor
incur the expense in common for the Complex (such as, by way of illustration,
wherein a tenant performs its own janitorial services).  In such case
Lessee’s Pro Rata Percent of the applicable expense shall be calculated as
having as its denominator the Occupied Floor Area of all floors (or leased
premises if the Complex is on a single floor) rentable to tenants in the Complex
less the Rentable Area of tenants who have incurred such expense
directly.  Furthermore, in the event Lessee consumes extraordinary
amounts of any provided utility or other service as determined in Lessor’s good
faith judgment, Lessee’s Pro Rata Percent for such utility or service may, at
Lessor’s election, be based on usage as opposed to Occupied Floor Area, that is,
Lessee’s Pro Rata Percent of such a utility or service would be calculated as
having as its denominator the total usage of such utility or service in the
Complex (or Building as the case may be), and having as its numerator Lessee’s
usage of such utility or service, as determined by Lessor in its sole good faith
judgment.  In any case in which Lessee, with Lessor’s consent, incurs
such expenses directly, Lessee’s Pro Rata Percent will be calculated specially
so that expenses of the same character which are incurred by Lessor for the
benefit of other tenants in the Complex shall not be prorated to
Lessee.  If repairs are required for systems exclusively serving the
Leased Premises (whether within or outside of said Leased Premises), Lessee
shall pay one hundred percent (100%) of such repair costs.  Nothing
herein shall imply that Lessor will permit Lessee or any other tenant of the
Complex to incur any Operating Costs directly.  Any such permission
shall be in the sole discretion of the Lessor, which Lessor may grant or
withhold in its arbitrary judgment.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    


    (m)           “R/U
Ratio” (an abbreviation for Rentable/Usable Ratio) shall mean that
fraction the numerator of which is Rentable Area and the denominator of which is
Usable Area.

    


    (n)           “Real
Estate Taxes” or “Taxes”
shall mean and include all general and special taxes, assessments, fees of every
kind and nature, duties and levies, charged and levied upon or assessed by any
governmental authority against the Complex including the land, the Building, any
other improvements situated on the land other than the Building, the various
estates in the land and the Building, any Tenant Improvements, fixtures,
installations, additions and equipment, whether owned by Lessor or Lessee;
except that it shall exclude any taxes of the kind covered by Section 8.1
hereof to the extent Lessor is reimbursed therefor by any tenant in the
Building.  Real Estate Taxes shall also include the reasonable cost to
Lessor of contesting the amount, validity, or the applicability of any Taxes
mentioned in this Section.  Further included in the definition of
Taxes herein shall be general and special assessments, license fees, commercial
rental tax, levy or tax (other than inheritance or estate taxes) imposed by any
authority having the direct or indirect power to tax, as against any legal or
equitable interest of Lessor in the Leased Premises or in the Complex or on the
act of entering into this Lease or, as against Lessor’s right to rent or other
income therefrom, or as against Lessor’s business of leasing the Leased Premises
or the Complex; any tax, fee, or charge with respect to the possession, leasing,
transfer of interest, operation, management, maintenance, alteration, repair,
use, or occupancy by Lessee, of the Leased Premises or any portion thereof or
the Complex; or any tax imposed in substitution, partially or totally, for any
tax previously included within the definition of Taxes herein, or any additional
tax related to the Complex, the Building or the land they are situated on, the
nature of which may or may not have been previously included within the
definition of Taxes.  Further, if at any time during the Term of this
Lease the method of taxation or assessment of real estate or the income
therefrom prevailing at the time of execution hereof shall be, or has been,
altered so as to cause the whole or any part of the Taxes now or hereafter
levied, assessed or imposed on real estate to be levied, assessed or imposed
upon Lessor, wholly or partially, as a capital levy, business tax, fee, permit
or other charge, or on or measured by the Rents received therefrom, then such
new or altered taxes, regardless of their nature, which are attributable to the
land, the Building, the Complex or to other improvements on the land shall be
deemed to be included within the term Real Estate Taxes for purposes of this
Section, whether in substitution for, or in addition to any other Real Estate
Taxes, save and except that such shall not be deemed to include any enhancement
of said tax attributable to other income of Lessor.  With respect to
any general or special assessments which may be levied upon or against the
Leased Premises, the Complex, or the underlying realty, or which may be
evidenced by improvement or other bonds, and may be paid in annual or
semi-annual installments, only the amount of such installment, prorated for any
partial year, and statutory interest shall be included within the computation of
Taxes for which Lessee is responsible hereunder.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    


    (o)           “Rent,”
“rent” or “rental” means Minimum Rent and
all other sums required to be paid by Lessee pursuant to the terms of this
Lease.

    


    (p)           “Rentable
Area.”  The Rentable
Area of a floor shall mean all areas available or held for the exclusive use and
occupancy of occupants or future occupants of the Complex, measured from the
inside finished surface of the dominant portion of the permanent outer Building
walls, excluding any Major Vertical Penetrations of the floor.  No
deductions shall be made for columns and projections necessary to the
Building.  The Rentable Area of an office on the floor shall be
computed by multiplying the Usable Area of that office by the R/U Ratio
described in Section 2.1(m) for the floor.

    


    (q)           “Structural”
as herein used shall mean any portion of the Leased Premises or Complex which
provides bearing support to any other integral member of the Complex such as, by
limitation, the roof structure (trusses, joists, beams), posts, load bearing
walls, foundations, girders, floor joists, footings, and other load bearing
members constructed by Lessor.

    


    (r)           “Tenant
Improvements” shall mean the aggregate of the Building Standard Work and
the Building nonstandard work, as further defined in the work letter agreement
which is attached hereto as Exhibit D.

    


    (s)           “Term”
shall mean the term of the Lease as specified in Article 4 hereof,
including any partial month at the commencement of the Term.

    


    (t)           “Total
Building Area” is the total gross leasable area of the
Building.

    


    (u)           “Usable
Area.”  The Usable Area of an office shall be the number of
square feet computed by measuring to the finished surface of the office side of
corridor and other permanent walls, to the center of partitions that separate
the office from adjoining Usable Areas, and to the inside finished surface of
the permanent outer Building walls.  No deductions shall be made for
the columns and projections necessary to the Building.  The Usable
Area of a floor shall be equal to the sum of all Usable Areas on that
floor.

    


    3.  PREMISES

    


    3.1          Demising Clause. Lessor hereby
leases to Lessee, and Lessee hires from Lessor a portion of the Complex as
hereinafter defined.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    


    3.2          Description.  The
Complex, as defined in Section 2.1(e), is described generally in
Section 1.3(A) hereof.  The premises leased herein are described
in Section 1.3(B) and are delineated on Exhibit C which is attached
hereto and made a part hereof by reference, consisting of the approximate amount
of square footage as specified in Section 1.3(C) hereof (the “Leased
Premises.”)  The term “Building” shall refer to the
Building in which the Leased Premises are located.  Lessee
acknowledges that Lessor may change the shape, size, location, number and extent
of the improvements to any portion of the Complex without consent of Lessee and
without affecting Lessee’s obligations hereunder.  Lessor reserves the
area beneath and above the Building as well as the exterior thereof together
with the right to install, maintain, use, repair and replace pipes, ducts,
conduits, wires, and structural elements leading through the Leased Premises
serving other parts of the Complex, so long as such items are concealed by
walls, flooring or ceilings.  Such reservation in no way affects the
maintenance obligations imposed herein, nor shall such reservation alter the
parties’ responsibilities and obligations set forth in this Lease regarding
Hazardous Materials (as defined in Section 12.3(a) below).

    


    3.3          Reserved.

    


    3.4          Covenants, Conditions and
Restrictions.  The parties agree that this Lease is subject to
the effect of (a) any covenants, conditions, restrictions, easements,
mortgages or deeds of trust, ground leases, rights of way of record, and any
other matters or documents of record; (b) any zoning laws of the city,
county and state where the Complex is situated; and (c) general and special
taxes not delinquent.  Lessee agrees that as to its leasehold estate,
Lessee and all persons in possession or holding under Lessee will conform to and
will not violate the terms of any covenants, conditions or restrictions of
record which may now or hereafter encumber the property (hereinafter the “restrictions”).  This
Lease is subordinate to the restrictions and any amendments or modifications
thereto.

    


    3.5          Declaration of
Restrictions.  The Leased Premises are subject to a Declaration
of Restrictions as referenced in Section 1.9 hereof.

    


    4.  TERM

    


    4.1          Commencement
Date.  The Term of this Lease shall commence on the date
specified in Section 1.4(A) hereof and shall be for the term specified in
Section 1.4(B) hereof, plus any partial month at the commencement of the
Term.

    


    4.2          Acknowledgment of
Commencement.  After delivery of the Leased Premises to Lessee,
Lessee shall execute a written acknowledgment of the date of commencement in the
form attached hereto as Exhibit E, and by this reference it shall be
incorporated herein.


    
      
         


      

      
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    5.  PRE-TERM
POSSESSION

    


    5.1          Pre-Term
Agreement.  Prior to the Commencement Date, Lessee shall
continue to be subject to the terms and conditions of that certain Sublease by
and between SBC Telecom, Inc. ("Sublessor") and the Lessee, dated as of November
3, 2006, as consented to by Lessor in the “Landlord Consent to Sublease” dated
as of November __, 2006 (“Existing Sublease”).  The Existing Sublease
shall terminate immediately prior to the Commencement Date.

    


    5.2          Conditions of
Entry.  Lessor shall use commercially reasonable efforts to
complete construction of the Tenant Improvements prior to the Commencement
Date.  It is acknowledged that Lessee will be occupying the Leased
Premises pursuant to the Existing Sublease while some or all of such
construction is occurring.  The parties shall work together in good
faith to coordinate the construction work with Lessee’s continuing occupancy of
the Premises so as to minimize the disruption of Lessee’s business operations
while allowing Lessor to efficiently proceed with construction of the Tenant
Improvements.

    


    6.  Reserved.

    


    7.  MINIMUM
RENT

    


    7.1          Payment. Lessee shall pay to
Lessor at the address specified in Section 1.1, or at such other place as
Lessor may otherwise designate, as “Minimum Rent” for the Leased
Premises the amount specified in Section 1.5(A) hereof, payable in advance
on the first day of each month during the Term.  If the Term commences
on other than the first day of a calendar month, the rent for the first partial
month shall be prorated accordingly.

    


    All
payments of Minimum Rent (including sums defined as rent in Section 2.1(o))
shall be in lawful money of the United States, and payable without deduction,
setoff, offset, counterclaim, recoupment, notice or demand.

    


    7.2          Advance Rent.  The
amount specified in Section 1.5(B) hereof is paid herewith to Lessor upon
execution of this Lease as advance rent, receipt of which is hereby
acknowledged, provided, however, that such amount shall be held by Lessor as a
“Security Deposit”
pursuant to Section 10.1 hereof until it is applied by Lessor to the first
Minimum Rent due hereunder.

    


    7.3          Late Payment.  If
during any twelve (12) month period Lessee fails on more than one occasion to
make any payment of Minimum Rent to Lessor on the date when it is due, then
Lessor may, by giving written notice to Lessee, require that Lessee pay the
Minimum Rent to Lessor quarterly in advance.


    
      
         


      

      
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    8.  ADDITIONAL
RENT

    


    8.1          Personal Property, Gross Receipts,
Leasing Taxes. This Section 8.1 is intended to deal with impositions
or taxes directly attributed to Lessee or this transaction, as distinct from
Real Property Taxes attributable to the Complex which are to be allocated among
various tenants and others and which are included in Operating
Costs.  In addition to the Minimum Rent and additional charges to be
paid by Lessee hereunder, Lessee shall reimburse Lessor upon demand for any and
all taxes required to be paid by Lessor (excluding state, local or federal
personal and corporate income taxes measured by the income of Lessor from all
sources, and estate and inheritance taxes) whether or not now customary or
within the contemplation of the parties hereto: 

    


    (a)           Upon,
measured by, or reasonably attributable to the cost or value of Lessee’s
equipment, furniture, fixtures and other personal property located in the Leased
Premises or by the cost or value of any Tenant Improvements made in or to the
Leased Premises by or for Lessee, other than Building Standard Work, regardless
of whether title to such improvements shall be in Lessee or Lessor;

    


    (b)           Upon
or with respect to the possession, leasing, operation, management, maintenance,
alteration, repair, use or occupancy by Lessee of the Leased Premises or any
portion thereof to the extent such taxes are not included as Real Estate Taxes
as defined in Section 2.1(n);

    


    (c)           Upon
this transaction or any document to which Lessee is a party creating or
transferring an interest or an estate in the Leased Premises; and

    


    (d)           In
connection with any testing, investigation, abatement, remediation, removal,
transportation and/or disposal of any Hazardous Materials by Lessee, its
employees, agents representatives, contractors, invitees, subtenants and/or
assigns (or by Lessor, pursuant to any provision of this Lease granting to
Lessor the right to do any of the foregoing on behalf of Lessee and to bill
Lessee therefor).

    


    For
purposes of this Section 8.1, the term “taxes” shall include, but not be
limited to, any fees, charges, fines, penalties and costs (including, without
limitation, permit, approval or licensing fees, charges or costs).

    


    In the
event that it shall not be lawful for Lessee so to reimburse Lessor for any Real
Property Taxes or any other taxes specified in this Section 8.1, the Minimum
Rent payable to Lessor under this Lease shall be increased to net Lessor (i.e.,
after payment of the Real Property Taxes or other taxes for which Lessor may not
receive reimbursement from Lessee) the amount of Minimum Rent plus reimbursement
for Real Property Taxes or other taxes which would have been receivable by
Lessor if such Real Property Taxes or other taxes had been reimbursed to Lessor
by Lessee as contemplated herein.  All Real Property Taxes or other
taxes payable by Lessee under this Section shall be deemed to be, and shall
be paid as, additional Rent.

    


    8.2          Operating
Costs.

    


    (a)           Lessee
shall pay to Lessor, as additional rent, its Pro Rata Percent of the Operating
Costs for the Complex for any Lease Year, calculated on the basis of the greater
of (i) actual Operating Costs; or (ii) as if the Complex were one
hundred percent (100%) occupied and operational for the whole of such Lease
Year.


    
      
         


      

      
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    (b)           If
any Lease Year of less than twelve (12) months is included within the Term, the
amount payable by Lessee for such period shall be prorated on a per diem basis
(utilizing a three hundred sixty [360] day year).

    


    8.3          Method of
Payment.  Any additional Rent payable by Lessee under
Sections 8.1 and 8.2 hereof shall be paid as follows, unless otherwise
provided:

    


    (a)           During
the Term, Lessee shall pay to Lessor monthly, in advance with its payment of
Minimum Rent, one-twelfth (1/12) of the amount of such additional Rent as
reasonably estimated by Lessor in advance, in good faith, to be due from
Lessee.

    


    (b)           Annually,
as soon as is reasonably possible after the expiration of each Lease Year, but
in no event later than six (6) months after the expiration of the previous Lease
Year, Lessor shall prepare in good faith and deliver to Lessee a comparative
statement, which statement shall be conclusive between the parties hereto,
setting forth (1) the Operating Costs for such Lease Year, and (2) the
amount of additional Rent owed by Lessee as determined in accordance with the
provisions of this Article 8.

    


    (c)           If
the aggregate amount of such estimated additional Rent payments made by Lessee
in any Lease Year should be less than the additional Rent due for such year,
then Lessee shall pay to Lessor as additional Rent upon demand the amount of
such deficiency.  If the aggregate amount of such additional Rent
payments made by Lessee in any Lease Year of the Term should be greater than the
additional Rent due for such year, then should Lessee not be otherwise in
default hereunder, the amount of such excess will be applied by Lessor to the
next succeeding installments of such additional Rent due hereunder; and if there
is any such excess for the last year of the Term, the amount thereof will be
refunded by Lessor to Lessee, provided Lessee is not otherwise in default under
the terms of this Lease.

    


    8.4          Lessee’s Right to
Audit.  Subject to the limitations and restrictions below,
Lessee shall have the right, at its sole cost and expense, upon at least thirty
(30) days prior written notice, to audit Lessor’s books and records pertaining
to the Operating Costs for the Complex for the immediately preceding calendar
year.  Lessee’s rights of audit is further subject and conditioned
upon the following:

    


    (a)           Lessee
must elect to conduct its audit within six (6) months following Lessee’s receipt
of Lessor’s annual statement of Operating Costs for the Complex (but no more
than once in any calendar year), time being deemed of the essence (and failing
which, the annual reconciliation statement from Lessor shall be deemed
correct);

    


    (b)           The
audit shall be conducted at Lessor’s (or its property manager’s) designated
office;


    
      
         


      

      
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    (c)           If
Lessee undertakes an audit for any calendar year, then Lessee shall provide
Lessor with a copy of the audit report.

    


    (d)           The
audit shall be conducted by an independent certified accounting firm licensed to
do business in the State of Washington and retained by Lessee on a
non-contingent fee basis.

    


    In the event that any such audit
reveals that Lessee has overpaid its proportionate share of Operating Costs for
the Complex for such calendar year, then as Lessee’s sole remedy, there shall be
a prompt adjustment between Lessor and Lessee, and Lessor shall reimburse Lessee
that amount of the overpayment, together with interest calculated at six (6%)
percent within thirty (30) days following Lessee’s invoice to Lessor for such
overpayments.  Lessee may, alternatively, elect to have the amount of
any overpayment applied to future payments falling due under this
Lease.  If Lessee has overpaid in excess of five percent (5%) of its
proportionate share of Operating Costs for the Complex in any calendar year,
then Lessor shall pay to Lessee the reasonable cost of performing the
audit.

    


    9.  ACCORD
AND SATISFACTION

    


    9.1          Acceptance of Payment. No
payment by Lessee or receipt by Lessor of a lesser amount of Minimum Rent or any
other sum due hereunder as additional Rent or any other payment shall be deemed
to be other than on account of the earliest due Rent or payment, nor shall any
endorsement or statement on any check or any letter accompanying any such check
or payment be deemed an accord and satisfaction, and Lessor may accept such
check or payment without prejudice to Lessor’s right to recover the balance of
such Rent or payment or pursue any other remedy available in this Lease, at law
or in equity.  Lessor may accept any partial payment from Lessee
without invalidation of any contractual notice required to be given herein (to
the extent such contractual notice is required) and without invalidation of any
notice required to be given pursuant to any applicable statute or other law of
the State of Washington.


    
      
         


      

      
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    10.  SECURITY
DEPOSIT


    10.1        Payment on Lease
Execution.  Lessee shall pay Lessor upon execution hereof the
sum specified in Section 1.6.  This sum is designated as a
Security Deposit and shall remain the sole and separate property of Lessor until
actually repaid to Lessee (or at Lessor’s option the last assignee, if any, of
Lessee’s interest hereunder), said sum not being earned by Lessee until all
conditions precedent for its payment to Lessee have been
fulfilled.  As this sum both in equity and at law is Lessor’s separate
property, Lessor shall not be required to (1) keep said deposit separate
from its general accounts, or (2) pay interest, or other increment for its
use.  If Lessee fails to pay Rent or other charges when due hereunder,
or otherwise defaults with respect to any provision of this Lease, including and
not limited to Lessee’s obligation to restore or clean the Leased Premises
following vacation thereof, Lessee, at Lessor’s election, shall be deemed not to
have earned the right to repayment of the Security Deposit, or those portions
thereof used or applied by Lessor for the payment of any Rent or other charges
in default, or for the payment of any other sum to which Lessor may become
obligated by reason of Lessee’s default, or to compensate Lessor for any loss or
damage which Lessor may suffer thereby.  Lessor may retain such
portion of the Security Deposit as it reasonably deems necessary to restore or
clean the Leased Premises following vacation by Lessee, reasonable wear and tear
excepted.  The Security Deposit is not to be characterized as Rent
until and unless so applied in respect of a default by
Lessee.  Notwithstanding the foregoing, provided Lessee remains in
full compliance of this Lease and Lessee leaves the Leased Premises as described
above, Lessor shall refund the Security Deposit to Lessee within thirty (30)
days of the expiration or sooner termination of this Lease.

    


    10.2        Restoration of Deposit. If
Lessor elects to use or apply all or any portion of the Security Deposit as
provided in Section 10.1, Lessee shall within ten (10) days after written
demand therefor pay to Lessor in cash, an amount equal to that portion of the
Security Deposit used or applied by Lessor, and Lessee’s failure to so do shall
be a material breach of this Lease.  The ten (10) day notice specified
in the preceding sentence shall insofar as not prohibited by law, constitute
full satisfaction of notice of default provisions required by law or
ordinance.

    


    11.  USE

    


    11.1        Permitted Use.  The
Leased Premises may be used and occupied only for the purposes specified in
Section 1.7 hereof, and for no other purpose or purposes.  Lessee
shall promptly comply with all laws, ordinances, orders and regulations
affecting the Leased Premises, their cleanliness, safety, occupation and
use.

    


    11.2        Safes, Heavy
Equipment.  Lessee shall not place a load upon any floor of the
Leased Premises which exceeds fifty (50) pounds per square foot live
load.  Lessor reserves the right to prescribe the weight and position
of all safes and heavy installations which Lessee wishes to place in the Leased
Premises so as properly to distribute the weight thereof, or to require plans
prepared by a qualified structural engineer at Lessee’s sole cost and expense
for such heavy objects.  Notwithstanding the foregoing, Lessor shall
have no liability for any damage caused by the installation of such heavy
equipment or safes.

    


    11.3        Machinery. Business machines
and mechanical equipment belonging to Lessee which cause noise and/or vibration
that may be transmitted to the structure of the Building or to any other leased
space to such a degree as to be objectionable to Lessor or to other tenants in
the Complex shall be placed and maintained by the party possessing the machines
or equipment, at such party’s expense, in settings of cork, rubber or spring
type noise and/or vibration eliminators, and Lessee shall take such other
measures as needed to eliminate vibration and/or noise.  If the noise
or vibrations cannot be eliminated, Lessee must remove such equipment within ten
(10) days following written notice from Lessor.


    
      
         


      

      
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    11.4        Hazardous Activities. Lessee
shall not engage in any activities or permit to be kept, used, or sold in or
about the Leased Premises any article, which may be prohibited by the standard
form of fire insurance policies.  Lessee shall, at its sole cost and
expense, comply with any and all requirements pertaining to the Leased Premises,
its occupation and/or use, of any insurance organization or company, necessary
for the maintenance of reasonable fire and public liability insurance covering
the Building, the Complex and appurtenances.

    


    12.  COMPLIANCE
WITH LAWS AND REGULATIONS

    


    12.1        Lessee’s
Obligations.  Lessee, shall, at its sole cost and expense,
comply with all of the requirements of all municipal, state and federal
authorities now in force, or which may hereafter be in force, pertaining to the
Leased Premises, and shall faithfully observe in the use of the Leased Premises
all municipal ordinances and state and federal statutes and regulations now in
force or which may hereafter be in force, including, without limitation, the
Environmental Laws (as hereinafter defined), and the Americans with Disabilities
Act, 42 U.S.C. §§ 12101-12213 (and any rules, regulations, restrictions,
guidelines, requirements or publications promulgated or published pursuant
thereto, collectively herein referred to as the “ADA”), whether or not any of
the foregoing were foreseeable or unforeseeable at the time of the execution of
this Lease.  The judgment of any court of competent jurisdiction, or
the admission of Lessee in any action or proceeding against Lessee, whether
Lessor be a party thereto or not, that any such requirement, ordinance, statute
or regulation pertaining to the Leased Premises has been violated, shall be
conclusive of that fact as between Lessor and Lessee.  Within five (5)
days after receipt of notice or knowledge of any violation or alleged violation
of any Environmental Law(s) and/or the ADA pertaining to the Complex, any
governmental or regulatory proceedings, investigations, sanctions and/or actions
threatened or commenced with respect to any such violation or alleged violation,
and any claim made or commenced with respect to such violation or alleged
violation, Lessee shall notify Lessor thereof and provide Lessor with copies of
any written notices or information in Lessee’s possession.

    


    12.2        Condition of Leased Premises.
Subject to Lessor’s work, if any, as referred to in Exhibit D to
this Lease, Lessee hereby accepts the Leased Premises in the condition existing
as of the date of occupancy, subject to all applicable zoning, municipal, county
and state laws, ordinances, rules, regulations, orders, restrictions of record,
and requirements in effect during the Term or any part of the Term hereof
regulating the Leased Premises, and without representation, warranty or covenant
by Lessor, express or implied, as to the condition, habitability or safety of
the Leased Premises, the suitability or fitness thereof for Lessee's intended
purposes, or any other matter.


    
      
         


      

      
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    12.3       Hazardous
Materials.

    


    (a)         Hazardous Materials
Defined.  As used herein, the term “Hazardous Materials” shall
mean any wastes, materials or substances (whether in the form of liquids, solids
or gases, and whether or not air-borne), which are or are deemed to be
pollutants or contaminants, or which are or are deemed to be hazardous, toxic,
ignitable, reactive, corrosive, dangerous, harmful or injurious, or which
present a risk, to public health or to the environment, or which are or may
become regulated by or under the authority of the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601 et
seq.; the Hazardous Materials Transportation Act, 39 U.S.C. Section 1801, et
seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and
Recovery Act, 42 U.S.C. Section 6901 et seq.; the Federal Clean Water Act, 33
U.S.C. Section 1251 et seq.;  the Clean Air Act, 42 U.S.C. Section
7401 et seq.; or under any other applicable local, Washington State or federal
laws, judgments, ordinances, orders, rules, regulations, codes or other
governmental restrictions, guidelines or requirements, any amendments or
successor(s) thereto, replacements thereof or publications promulgated pursuant
thereto (collectively “Environmental Laws”),
including, without limitation, any waste, material or substance which
is:

    


    (i)          defined
as a “hazardous substance” or “pollutant or contaminant” pursuant to
Section 101 of the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.;

    


    (ii)          listed
as an “extremely hazardous substance,” “hazardous chemical,” or “toxic chemical”
pursuant to the Emergency Planning and Community Right-to-Know Act of 1986, 42
U.S.C. § 11001 et seq.;

    


    (iii)         listed
as a “hazardous substance” in the United States Department of Transportation
Table, 49 C.F.R. 172.101 and amendments thereto, or by the Environmental
Protection Agency (or any successor agency) in 40 C.F.R. Part 302 and amendments
thereto;

    


    (iv)        defined,
listed or designated by regulations promulgated pursuant to any Environmental
Law; or

    


    (v)         any
of the following:  pesticide; flammable explosive; petroleum,
including crude oil or any fraction thereof; asbestos or asbestos-containing
material; polychlorinated biphenyl; radioactive material; or urea
formaldehyde.

    


    In
addition to the foregoing, the term Environmental Laws shall be deemed to
include, without limitation, local, state and federal laws, judgments,
ordinances, orders, rules, regulations, codes and other governmental
restrictions, guidelines and requirements, any amendments and successors
thereto, replacements thereof and publications promulgated pursuant thereto,
which deal with or otherwise in any manner relate to, air or water quality, air
emissions, soil or ground conditions or other environmental matters of any
kind.

    


    (b)           Use, etc. of Hazardous
Materials.  Lessee agrees that during the Term, there shall be
no use, presence, disposal, storage, generation, leakage, treatment,
manufacture, import, handling, processing, release or threatened release of
Hazardous Materials on, from or under the Leased Premises by Lessee, its
employees, agents, representatives, contractors, invitees, subtenants and/or
assigns (hereinafter collectively, "Lessee's Parties.")  The use,
presence, disposal, storage, generation, leakage, treatment, manufacture,
import, handling, processing, release or threatened release of Hazardous
Materials by Lessee's Parties are sometimes hereinafter individually or
collectively referred to as “Hazardous
Use.”  Lessee shall not be entitled to install any tanks under,
on or about the Leased Premises for the storage of Hazardous Materials without
the express written consent of Lessor, which may be given or withheld in
Lessor’s sole arbitrary judgment.


    
      
         


      

      
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    (c)         Hazardous Materials Report;
When Required.  In the event that Lessor agrees in writing that
Lessee or Lessee's Parties may make some Hazardous Use of the Leased Premises,
Lessee shall submit to Lessor a written report with respect to Hazardous
Materials (“Report”) in
the form prescribed in subparagraph (d) below on the following
dates:

    


    (i)          Within
ten (10) days after the Commencement Date,

    


    (ii)         Within
ten (10) days after each anniversary of the Commencement Date during the
Term,

    


    (iii)        At
any time within ten (10) days after written request by Lessor, and

    


    (iv)        At
any time when there has been or is planned any condition which constitutes or
would constitute a change in the information submitted in the most recent
Report, including any notice of violation as referred to in subparagraph
(d)(vii) below.

    


    (d)         Hazardous Materials Report;
Contents.  The Report shall contain, without limitation, the
following information:

    


    (i)      
   Whether on the date of the Report and (if applicable) during
the period since the last Report there has been any Hazardous Use on, from or
under the Leased Premises.

    


    (ii)         If
there was such Hazardous Use, the exact identity of the Hazardous Materials, the
dates upon which such materials were brought upon the Leased Premises, the dates
upon which the Hazardous Materials were removed therefrom, and the quantity,
location, use and purpose thereof.

    


    (iii)        If
there was such Hazardous Use, any governmental permits maintained by Lessee with
respect to such Hazardous Materials, the issuing agency, original date of issue,
renewal dates (if any) and expiration date.  Copies of any such
permits and applications therefor shall be attached.

    


    (iv)        If
there was such Hazardous Use, any governmental reporting or inspection
requirements with respect to such Hazardous Materials, the governmental agency
to which reports are made and/or which conducts inspections, and the dates of
all such reports and/or inspections (if applicable) since the last
Report.  Copies of any such Reports shall be
attached.


    
      
         


      

      
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    (v)         If
there was such Hazardous Use, identification of any operation or business plan
prepared for any government agency with respect to any Hazardous
Use.

    


    (vi)        Any
liability insurance carried by Lessee with respect to Hazardous Materials, the
insurer, policy number, date of issue, coverage amounts, and date of
expiration.  Copies of any such policies or certificates of coverage
shall be attached.

    


    (vii)       Any
notices of violation of Environmental Laws, written or oral, received by Lessee
from any governmental agency since the last Report, the date, name of agency,
and description of violation.  Copies of any such written notices
shall be attached.

    


    (viii)      Any
knowledge, information or communication which Lessee has acquired or received
relating to (x) any enforcement, cleanup, removal or other governmental or
regulatory action threatened or commenced against Lessee or with respect to the
Leased Premises pursuant to any Environmental Laws; (y) any claim made or
threatened by any person or entity against Lessee or the Leased Premises on
account of any alleged loss or injury claimed to result from any alleged
Hazardous Use on or about the Leased Premises or Complex; or (z) any
report, notice or complaint made to or filed with any governmental agency
concerning any Hazardous Use on or about the Leased Premises or
Complex.  The Report shall be accompanied by copies of any such claim,
report, complaint, notice, warning or other communication that is in the
possession of or is available to Lessee.

    


    (ix)         Such
other pertinent information or documents as are reasonably requested by Lessor
in writing.

    


    (e)           Release of Hazardous
Materials:  Notification and Cleanup.  If at any time
during the Term Lessee knows or believes that any release of any Hazardous
Materials by Lessee's Parties has come or will come to be located upon, about or
beneath the Leased Premises or the Complex, then Lessee shall immediately,
either prior to the release or following the discovery thereof by Lessee, give
verbal and follow-up written notice of that condition to
Lessor.  Lessee covenants to investigate, clean up and otherwise
remediate any release of Hazardous Materials by Lessee's Parties at Lessee’s
cost and expense; such investigation, clean-up and remediation shall be
performed only after Lessee has obtained Lessor’s written consent, which shall
not be unreasonably withheld; provided, however, that Lessee shall be entitled
to respond immediately to an emergency without first obtaining Lessor’s written
consent.  All clean-up and remediation shall be done in compliance
with Environmental Laws and to the reasonable satisfaction of
Lessor.  Notwithstanding the foregoing, whether or not such work is
prompted by the foregoing notice from Lessee or is undertaken by Lessor for any
other reason whatsoever, Lessor shall have the right, but not the obligation, in
Lessor’s sole and absolute discretion, exercisable by written notice to Lessee
at any time, to undertake within or outside the Leased Premises all or any
portion of any investigation, clean-up or remediation with respect to Hazardous
Materials brought onto, used, or released on, under or around the Leased
Premises or the Complex by Lessee's Parties (or, once having undertaken any of
such work, to cease same, in which case Lessee shall perform the work), all at
Lessee’s cost and expense, which shall be paid by Lessee as additional Rent
within ten (10) days after receipt of written request therefor by Lessor (and
which Lessor may require to be paid prior to commencement of any work by
Lessor).  No such work by Lessor shall create any liability on the
part of Lessor to Lessee or any other party in connection with such Hazardous
Materials or constitute an admission by Lessor of any responsibility with
respect to such Hazardous Materials.  It is the express intention of
the parties hereto that Lessee shall be liable under this Section 12.3(e)
for any and all conditions covered hereby which were caused or created (i) by
any of Lessee's Parties, or (ii) by any Hazardous Materials brought onto the
Leased Premises or the Complex by or for the benefit of Lessee's
Parties.  Lessee shall not enter into any settlement agreement,
consent decree or other compromise with respect to any claims relating to any
Hazardous Materials in any way connected to the Leased Premises or the Complex
without first (i) notifying Lessor of Lessee’s intention to do so and
affording Lessor the opportunity to participate in any such proceedings, and
(ii) obtaining Lessor’s prior written consent.


    
      
         


      

      
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    (f)           Inspection and Testing by
Lessor.  Lessor shall have the right at all times during the
Term to (i) inspect the Leased Premises, as well as Lessee’s books and
records related to Hazardous Materials, and to (ii) conduct tests and
investigations to determine whether Lessee is in compliance with the provisions
of this Section.  Except in case of emergency, Lessor shall give
reasonable notice to Lessee before conducting any inspections, tests, or
investigations.  The cost of all such inspections, tests and
investigations shall be borne by Lessee, if such tests reveal a violation of the
provisions of this Article 12 by any of Lessee's Parties.  Neither any
action nor inaction on the part of Lessor pursuant to this Section 12.3(f)
shall be deemed in any way to release Lessee from, or in any way modify or
alter, Lessee’s responsibilities, obligations, and/or liabilities incurred
pursuant to Section 12.3 hereof.

    


    12.4        Indemnity. Lessee shall
indemnify, hold harmless, and, at Lessor’s option (with such attorneys as Lessor
may approve in advance and in writing), defend Lessor and Lessor’s officers,
directors, shareholders, trustees, partners, employees, contractors, agents and
mortgagees or other lien holders, from and against any and all claims, demands,
expenses, actions, judgments, damages (whether consequential, direct or
indirect, known or unknown, foreseen or unforeseen), penalties, fines,
liabilities, losses of every kind and nature (including, without limitation,
property damage, diminution in value of Lessor’s interest in the Leased Premises
or the Complex, damages for the loss or restriction on use of any space or
amenity within the Leased Premises or the Complex, damages arising from any
adverse impact on marketing space in the Complex, sums paid in settlement of
claims and any costs and expenses associated with injury, illness or death to or
of any person), suits, administrative proceedings, costs and fees, including,
but not limited to, attorneys’ and consultants’ fees and expenses, and the costs
of cleanup, remediation, removal and restoration (all of the foregoing being
hereinafter sometimes collectively referred to as “Losses”), arising from or
related to any violation or alleged violation of any of the requirements,
ordinances, statutes, regulations or other laws referred to in this Article,
including, without limitation, the Environmental Laws, by any of Lessee's
Parties; any breach of the provisions of this Article 12 by any of Lessee's
Parties; or any Hazardous Use on, about or from the Leased Premises or the
Complex by Lessee's Parties.  Lessee warrants that it is leasing the
Leased Premises “as-is, where-is,” that it has thoroughly inspected the Leased
Premises prior to execution of this Lease, and that it intends to act as an
insurer with respect to any Hazardous Use on, under or about the Leased Premises
or the Complex by Lessee's Parties.

     

    
      
         


      

      
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    12.5        Release and Assumption of
Risk.

     

    (a)           Lessee,
for itself, and its officers, directors, shareholders, partners, agents,
contractors, attorneys, brokers, servants, employees, sublessees, lessees,
invitees, concessionaires, licensees and representatives (hereinafter referred
to as “Releasors”),
hereby waives, releases, acquits and forever discharges Lessor and its officers,
directors, trustees, shareholders, partners, agents, contractors, attorneys,
brokers, servants, employees, lessees, invitees, licensees and representatives
(hereinafter referred to as “Releasees”) of and from any
and all Losses, which are in any way connected with, based upon, related to or
arising out of (i) any Hazardous Materials on or about the Leased Premises
or the Complex, (ii) any violation by or relating to the Leased Premises or
the Complex (or the ownership, use, condition, occupancy or operation thereof),
or by the Releasors or any other persons or entities, of any Environmental Laws
affecting the Leased Premises or the Complex, or (iii) any investigation,
inquiry, order, hearing, action or other proceeding by or before any
governmental agency or any court in connection with any of the matters referred
to in clauses (i) or (ii) above (collectively, the “Released Matters”), except to
the extent caused by the gross negligence or willful misconduct of the
Releasees.  Releasors hereby expressly assume any and all risk of
Losses based on or arising out of or pertaining to the Released
Matters.

    


    (b)           Lessee
agrees, represents and warrants that the Released Matters are not limited to
matters which are known, disclosed or foreseeable, and Lessee realizes and
acknowledges that factual matters now unknown to it may have given, or may
hereinafter give, rise to Losses which are presently unknown, unanticipated and
unsuspected.  Lessee further agrees, represents and warrants that the
provisions of this Section 12.5 have been negotiated and agreed upon in
light of that realization and that Lessee nevertheless hereby intends to
release, discharge and acquit the Releasees from any such unknown Losses which
are in any way related to this Lease or the Complex.

    


    13.  SERVICE
AND EQUIPMENT

    


    13.1        Climate Control. So long as
Lessee is not in default under any of the covenants of this Lease, Lessor, as
part of Operating Costs, shall provide climate control to the Leased Premises
from 7:00 a.m. to 6:00 p.m. (the “Climate Control Hours”) on
weekdays (Saturdays, Sundays and holidays excepted) to maintain a temperature
adequate for comfortable occupancy, provided that Lessor shall have no
responsibility or liability for failure to supply climate control service when
making repairs, alterations or improvements or when prevented from so doing by
strikes or any other cause beyond Lessor’s reasonable control.  Any
climate control furnished for periods not within the Climate Control Hours
pursuant to Lessee’s request shall be at Lessee’s sole cost and expense in
accordance with rate schedules promulgated by Lessor from time to time, and
which as of the date of execution of this Lease has been established at $40.00
per hour.  Lessee acknowledges that Lessor has installed in the
Building a system for the purpose of climate control.  Any use of the
Leased Premises not in accordance with the design standards or any arrangement
of partitioning which interferes with the normal operation of such system may
require changes or alterations in the system or ducts through which the climate
control system operates.  Any changes or alterations so occasioned, if
such changes can be accommodated by Lessor’s equipment, shall be made by Lessee
at its cost and expense but only with the written consent of Lessor first had
and obtained, and in accordance with drawings and specifications and by a
contractor first approved in writing by Lessor.  If installation of
partitions, equipment or fixtures by Lessee necessitates the re-balancing of the
climate control equipment in the Leased Premises, the same will be performed by
Lessor at Lessee’s expense.  Lessee acknowledges that up to three (3)
months may be required after Lessee has fully occupied the Leased Premises in
order to adjust and balance the climate control systems.  Any charges
to be paid by Lessee hereunder shall be due within ten (10) days of receipt of
an invoice from Lessor, which invoice may precede Lessor’s expenditure for the
benefit of Lessee.


    
      
         


      

      
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    13.2        Elevator
Service.  Lessor, as part of Operating Costs, shall provide
elevator service (which may be with or without operator at Lessor’s option)
during normal business hours provided that Lessee, its employees, and all other
persons using such services shall do so at their own risk.

    


    13.3        Cleaning Public
Areas.  Lessor, as part of Operating Costs, shall maintain and
keep clean the street level lobbies, sidewalks, truck dock, public corridors and
other public portions of the Building.

    


    13.4        Refuse
Disposal.  Lessee shall pay Lessor, within ten (10) days of
being billed therefor, for the removal from the Leased Premises and the Building
of such refuse and rubbish of Lessee as shall exceed that ordinarily accumulated
daily in the routine of business office occupancy.

    


    13.5        Janitorial
Service.  Lessor, as part of Operating Costs, shall provide
cleaning and janitorial service in and about the Complex and Leased Premises
from time to time on weekdays (Saturdays, Sundays and holidays excepted) in
accordance with standards in first-class office buildings in the city in which
the Building is located.

    


    To the
extent that Lessee shall require special or more frequent cleaning and/or
janitorial service (hereinafter referred to as “Special Cleaning Service”)
Lessor may, upon reasonable advance notice from Lessee, elect to furnish such
Special Cleaning Service and Lessee agrees to pay Lessor, within ten (10) days
of being billed therefor, Lessor’s charge for providing such additional
service.

    


    Special
Cleaning Service shall include but shall not be limited to the
following:

    


    (a)           The
cleaning and maintenance of Lessee eating facilities, including the removal of
refuse and garbage therefrom.

    


    (b)           The
cleaning and maintenance of Lessee computer centers, including peripheral areas,
and removal of waste paper therefrom.

     

    
      
         


      

      
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    (c)           The
cleaning and maintenance of special equipment areas, kitchen areas, private
toilets and locker rooms, medical centers and large scale duplicating
rooms.

    


    (d)           The
cleaning and maintenance in areas of special security such as storage
units.

    


    (e)           The
provision of consumable supplies for private toilet rooms.

    


    13.6        Interruptions.  Lessor
does not warrant that any of the services referred to above or any other
services and/or utilities which Lessor may supply or are supplied will be free
from interruption and/or the need for maintenance and repairs or
replacement.  Lessee acknowledges that any one or more such services
may be temporarily suspended or reduced by reason of repairs, alterations or
improvements necessary to be made, by strikes or accidents, by any cause beyond
the reasonable control of Lessor, by orders or regulations of any federal,
state, county or municipal authority, or by any other cause or
reason.  Upon being notified in writing by Lessee of an interruption
in services or utilities, Lessor shall use reasonable efforts to have such
interrupted services or utilities restored.  In addition, Lessor shall
have no liability for damages arising from, and Lessor does not warrant
that Lessee’s use of any Lines will be free from, (a)  any
eavesdropping or wire-tapping by unauthorized parties, (b) any failure of
any Lines to satisfy Lessee’s requirements, or (b) any shortages, failures,
variations, interruptions, disconnections, loss or damage caused by
installation, maintenance, replacement, use or removal of Lines by or for other
occupants of the Complex, by any failure of the environmental conditions or the
power supply for the Building to conform to any requirements for the Lines or
any associated equipment or any other problems associated with any Lines by any
other cause.

    


    Any such
interruption or suspension of services shall not be deemed an eviction or
disturbance of Lessee’s use and possession of the Leased Premises or any part
thereof, nor render Lessor liable to Lessee for damages by abatement of Rent or
otherwise, nor relieve Lessee of performance of Lessee’s obligations under this
Lease.

    


    14.  WASTE

    


    14.1        Waste or
Nuisance.  Lessee shall not commit, or suffer to be committed,
any waste upon the Leased Premises, or any nuisance, or other act or thing which
may disturb the quiet enjoyment of any other tenant or occupant of the Complex
in which the Leased Premises are located.

     

    
      
         


      

      
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    15.  ALTERATIONS

    


    15.1        Consent of Lessor;
Ownership.  Lessee shall not make, or suffer to be made, any
alterations to the Leased Premises, the Building, or the Complex, and/or Lines,
systems and facilities therein, or any part thereof, without the written consent
of Lessor first had and obtained.  Notwithstanding the preceding
sentence, Lessee shall not be required to obtain Lessor’s consent to make minor
alterations to the interior of the Leased Premises if (i) such minor alterations
do not exceed $10,000 in cost, (ii) such minor alterations do not in any way
affect the structural, mechanical, or electrical components  of the
Building or Complex or any Common Area elements, and (iii) Lessor receives
notice of such minor alterations at least ten (10) days prior to the
commencement of construction of such minor alterations.  Any additions
to or alterations of the Leased Premises (except trade fixtures) shall,
immediately upon being made, constitute a part of the realty and Lessor’s
property, and shall, at the expiration or earlier termination of this Lease,
remain upon the Leased Premises without compensation to Lessee, excerpt and to
the extent that Lessor requires such items to be removed prior to Lease
expiration or termination, as provided in Section 15.4, below.  Except
as otherwise provided in this Lease, Lessee shall have the right to remove its
trade fixtures placed upon the Leased Premises, provided that Lessee restores
the Leased Premises as indicated below.  Any and all costs incurred by
Lessor, whether in complying with laws, governmental requirements or otherwise,
as a result of any “alterations” (as hereinafter defined), or as a result of
request by Lessee for increased Lines or other utility capacity above that
presently existing (or, in the event the Building is to be constructed or
substantially altered by Lessor prior to the delivery date, above that which is
planned by Lessor for the Building) shall be paid by Lessee within ten (10) days
after demand therefor by Lessor.

     

    15.2        Requirements.  Any
alterations, additions or installations performed by Lessee in the Leased
Premises or Building (hereinafter collectively “alterations”) shall be subject
to strict conformity with the following requirements:

    


    (a)           All
alterations shall be at the sole cost and expense of Lessee;

    


    (b)           Prior
to commencement of any work of alteration, Lessee shall submit detailed plans
and specifications, including working drawings (hereinafter referred to as
“Plans”), of the
proposed alterations, which shall be subject to the consent of Lessor in
accordance with the terms of Section 15.1 above;

    


    (c)           Following
approval of the Plans by Lessor, Lessee shall give Lessor at least ten (10)
days’ prior written notice of commencement of work in the Leased Premises so
that Lessor may post notices of non-responsibility in or upon the Leased
Premises as provided by law;

    


    (d)           No
alterations shall be commenced without Lessee having previously obtained all
appropriate permits and approvals required by and of governmental
agencies;

    


    (e)           All
alterations shall be performed in a skillful and workmanlike manner, consistent
with the best practices and standards of the construction industry, and pursued
with diligence in accordance with the Plans previously approved by Lessor and in
full accord with all applicable laws and ordinances.  All material,
equipment, and articles incorporated in the alterations are to be new and of
recent manufacture and of the most suitable grade for the purpose
intended;

     

    
      
         


      

      
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    (f)           Lessee
must obtain the prior written approval from Lessor for Lessee’s contractor
before the commencement of the work.  Lessor may require that Lessee
use subcontractors designated by Lessor as to specified portions of the
work.  Lessee’s contractor shall maintain all of the insurance
reasonably required by Lessor, including, without limitation, commercial general
liability, workers’ compensation, builder’s risk and course of construction
insurance.  The limits of such insurance shall, at a minimum, be the
same as those specified in Article 18;

    


    (g)           As
a condition of approval of the alterations, Lessor may require performance and
labor and materialmen’s payment bonds issued by a surety approved by Lessor, in
a sum equal to the cost of the alterations guarantying the completion of the
alterations free and clear of all liens and other charges in accordance with the
Plans.  Such bonds shall name Lessor as beneficiary;

    


    (h)           The
alterations must be performed in a manner such that they will not interfere with
the quiet enjoyment of the other lessees in the Complex;

    


    (i)           Lessor
shall have the right to condition any approval of the alterations upon
(i) submission by Lessee of a Report with respect to Hazardous Materials,
and/or (ii) the performance by Lessee at Lessee’s cost and expense of such
investigation, clean-up and remediation with respect to Hazardous Materials as
Lessor may request, in Lessor’s sole and absolute discretion; provided, however,
that Lessor shall have the right, but not the obligation, to undertake all or
any portion of such investigation, clean-up or remediation at Lessee’s cost and
expense in accordance with the provisions of Section 12.3(e)
above.  Lessee acknowledges and agrees that Lessor shall have the
right, in its sole and absolute discretion, to disapprove the making of any such
alterations based upon the results of any investigation with respect to
Hazardous Materials.

    


    15.3        Liens. Lessee shall keep the
Leased Premises and the Complex in which the Leased Premises are situated free
from any liens arising out of any work performed, materials furnished or
obligations incurred by Lessee.  In the event a mechanic’s or other
lien is filed against the Leased Premises or the Complex of which the Leased
Premises form a part as a result of a claim arising through Lessee, Lessor may
demand that Lessee furnish to Lessor a surety bond satisfactory to Lessor in an
amount equal to at least one hundred fifty percent (150%) of the amount of the
contested lien claim or demand, indemnifying Lessor against liability for the
same and holding the Leased Premises free from the effect of such lien or
claim.  Such bond must be posted within ten (10) days following notice
from Lessor.  In addition, Lessor may require Lessee to pay Lessor’s
attorneys’ fees and costs in participating in any action to foreclose such lien
if Lessor shall decide it is to its best interest to do so.  Lessor
may pay the claim prior to the enforcement thereof, in which event Lessee shall
reimburse Lessor in full, including attorneys’ fees, for any such expense, as
additional rent, with the next due rental.

     

    
      
         


      

      
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    15.4        Restoration.  Lessee
shall return the Leased Premises to Lessor at the expiration or earlier
termination of the Term of this Lease in good and sanitary order, condition and
repair, free of rubble and debris, broom clean, reasonable wear and tear
excepted.  However, Lessee shall ascertain from Lessor at least thirty
(30) days prior to the expiration or earlier termination of the Term of this
Lease, whether Lessor desires the Leased Premises, or any part thereof, restored
to its condition prior to the making of permitted alterations, and if Lessor
shall so desire, then Lessee shall forthwith restore said Leased Premises or the
designated portions thereof as the case may be, to its original condition,
entirely at its own expense, excepting normal wear and tear.  Landlord
will require Tenant to remove all their trade fixtures including, but not
limited to, vault(s), teller cabinetry, ATM or night drop box, as well as the
exterior awning and exterior entrance. All damage to the Leased Premises caused
by the removal of such trade fixtures and other personal property that Lessee is
permitted to remove under the terms of this Lease and/or such restoration shall
be repaired by Lessee at its sole cost and expense prior to termination.
Notwithstanding the foregoing, the initial Construction Obligations outlined in
Exhibit D attached hereto, and the existing condition of the Premises as of the
date of this Lease shall not be required to be removed, restored, or modified
upon the expiration or sooner termination of the Term of this
Lease.

     

    16.  PROPERTY
INSURANCE

    


    16.1        Use of Premises.  No
use shall be made or permitted to be made on the Leased Premises, nor acts done,
which will increase the existing rate of insurance upon the Building in which
the Leased Premises are located or upon any other building or improvement in the
Complex or cause the cancellation of any insurance policy covering the Building
or any other building or improvement in the Complex, or any part thereof, nor
shall Lessee sell, or permit to be kept, used or sold, in or about the Leased
Premises or the Complex, any article which may be prohibited by the standard
form of “All Risk” fire insurance policies.  Lessee shall, at its sole
cost and expense, comply with any and all requirements of any insurance
organization or company, pertaining to the Leased Premises, necessary for the
maintenance of reasonable property damage and commercial general liability
insurance, covering the Leased Premises, the Building, or the
Complex.

    


    16.2        Increase in
Premiums.  Lessee agrees to pay to Lessor directly, as
additional Rent and not as part of Operating Costs, any increase in premiums on
policies which may be carried by Lessor on the Leased Premises, the Building or
the Complex, or any blanket policies which include the Building or Complex,
covering damage thereto and loss of Rent caused by fire and other perils,
resulting from the nature of Lessee’s occupancy or any act or omission of
Lessee.  All payments of additional Rent by Lessee to Lessor pursuant
to this Section 16.2 shall be made within ten (10) days after receipt by
Lessee of Lessor’s billing therefor.  Lessee shall also pay its Pro
Rata Percent of all premiums for insurance carried by Lessor on the Leased
Premises, the Building and the Complex as part of Operating Costs.

     

    
      
         


      

      
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    16.3        Personal Property
Insurance.  Lessee shall maintain in full force and effect on
all of its fixtures, furniture, equipment and other business personal property
in the Leased Premises a policy or policies providing protection against any
peril included within the classification “All Risk” to the extent of at least
ninety percent (90%) of their replacement cost, or that percentage of the
replacement cost required to negate the effect of a coinsurance provision,
whichever is greater.  No such policy shall have a deductible in a
greater amount than ONE THOUSAND DOLLARS ($1,000.00).  Lessee shall
also insure in the same manner the physical value of all its leasehold
improvements and alterations in the Leased Premises.  During the Term,
the proceeds from any such policy or policies of insurance shall be used for the
repair or replacement of the fixtures, equipment, and leasehold improvements so
insured.  Lessor shall have no interest in said insurance, and will
sign all documents necessary or proper in connection with the settlement of any
claim or loss by Lessee.  Lessee shall also maintain business
interruption insurance and insurance for all plate glass upon the Leased
Premises.  All insurance specified in this Section 16.3 to be
maintained by Lessee shall be maintained by Lessee at its sole
cost.

     

    16.4        Waiver of Loss of Income/Business
Interruption Insurance Requirements and Claims.  In exchange
for Lessor agreeing not to require Lessee to maintain business interruption/loss
of income insurance, Lessee, on behalf of itself and its successors and assigns,
hereby fully and unconditionally waives, disclaims and releases any and all
claims and causes of action it may have against Lessor for business
interruption, loss of income, lost overhead, lost profits, lost business
opportunities and consequential damages regardless of the underlying
cause.

    


    17.  INDEMNIFICATION,
WAIVER OF CLAIMS AND SUBROGATION

    


    17.1        Intent and
Purpose.  This Article 17 is written and agreed to in
respect of the intent of the parties to assign the risk of loss, whether
resulting from negligence of the parties or otherwise, to the party who is
obligated hereunder to cover the risk of such loss with
insurance.  Thus, the indemnity and waiver of claims provisions of
this Lease have as their object, so long as such object is not in violation of
public policy, the assignment of risk for a particular casualty to the party
carrying the insurance for such risk, without respect to the causation
thereof.

    


    17.2        Waiver of
Subrogation.  Lessor and Lessee release each other, and their
respective authorized representatives, from any claims for (i) damage to the
Leased Premises and the Building and other improvements in which the Leased
Premises are located, and to the furniture, fixtures, and other business
personal property, Lessee’s improvements and alterations of either Lessor or
Lessee, in or on the Leased Premises and the Building and other improvements in
which the Leased Premises are located, and (ii) for loss of business or income
of either Lessor or Lessee, that are caused by or result from risks insured or
required under the terms of this Lease to be insured against under any property
insurance policies carried or to be carried by either of the parties.


    


    17.3        Form of
Policy.  Each party shall cause each such property insurance
policy obtained by it to provide that the insurance company waives all rights of
recovery by way of subrogation against either party in connection with any
damage covered by such policy.  Neither party shall be liable to the
other for any damage caused by any peril included within the classification “All
Risk” which is insured against under any property insurance policy carried under
the terms of this Lease.

    



    
      
         


      

      
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    17.4        Indemnity.  Lessee,
as a material part of the consideration to be rendered to Lessor, shall
indemnify, defend, protect and hold harmless Lessor against all actions, claims,
demands, damages, liabilities, losses, penalties, or expenses of any kind which
may be brought or imposed upon Lessor or which Lessor may pay or incur by reason
of injury to person or property or business, from whatever cause, all or in any
way connected with the acts and omissions of Lessee, and the condition or use of
the Leased Premises, or the improvements or personal property therein or
thereon, including without limitation any liability or injury to the person or
property or business of Lessee, its agents, officers, employees or
invitees.  Lessee agrees to indemnify, defend and protect Lessor and
hold it harmless from any and all liability, loss, cost or obligation on account
of, or arising out of, any such injury or loss however occurring, including
breach of the provisions of this Lease and the negligence of the parties
hereto.  Notwithstanding the foregoing, nothing contained herein shall
obligate Lessee to indemnify Lessor against Lessor's sole or gross negligence or
willful  misconduct of Lessor to the extent the injury of damage was
caused by the sole or active negligence or willful misconduct of Lessor, or
Lessor’s agents, contractors, employees, or representatives.  For the
sole purpose of giving full force and effect to the indemnification obligations
under this Agreement and not for the benefit of any employees of Lessee or any
third parties unrelated to the parties indemnified under this Agreement, Lessee
specifically and expressly waives any immunity that may be granted it under the
Washington State Industrial Insurance Act, Title 51 RCW.  (LESSEE’S
INITIALS __________).

     

    17.5        Defense of
Claims.  In the event any action, suit or proceeding is brought
against Lessor by reason of any occurrence covered by Section 17.4, above,
Lessee, upon Lessor’s request, will at Lessee’s expense resist and defend such
action, suit or proceeding, or cause the same to be resisted and defended by
counsel designated either by Lessee or by the insurer whose policy covers the
occurrence and in either case reasonably approved by Lessor.  The
obligations of Lessee under this Section arising by reason of any
occurrence taking place during the Term shall survive any termination of this
Lease.

    


    17.6        Waiver of
Claims.  Lessee, as a material part of the consideration to be
rendered to Lessor, hereby waives all claims against Lessor for damages or
injury, as described below, from any cause arising at any time, including the
negligence of the parties hereto:

    


    (a)           damages
to goods, wares, merchandise and loss of business or income in, upon or about
the Leased Premises and injury to Lessee, its agents, employees, invitees or
third persons, in, upon or about the Leased Premises; and

    


    (b)           (notwithstanding
anything to the contrary contained in this Lease, including, without limitation,
the definition of Operating Costs in Section 2.1(k), which includes
“policing”) damages to goods, wares, merchandise and loss of business, in, upon
or about the Leased Premises or the Complex, and injury to Lessee, its agents,
employees, invitees or third persons in, upon or about the Leased Premises or
the Complex, where such damage or injury results from Lessor’s failure to police
or provide security for the Complex or Lessor’s negligence in connection
therewith.

    


    Notwithstanding
the foregoing, in no event shall Lessee be deemed to have waived any claims as
against Lessor where such claims are based upon, or arise out of, the gross
negligence or willful misconduct of Lessor.

     

    
      
         


      

      
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    Lessee
expressly acknowledges and agrees that the provisions of Section 12.6(b)
above apply fully with respect to the matters waived pursuant to this
Section 17.6, and, for such purpose, the term Released Matters, as used in
Section 12.5(b), shall be deemed to include the matters waived pursuant to
this Section 17.6.

    


    17.7        References.  Wherever
in this Article the term Lessor or Lessee is used and such party is to
receive the benefit of a provision contained in this Article, such term shall
refer not only to that party but also to its officers, directors, shareholders,
employees, contractors, partners, agents and mortgagees or other lien
holders.

     

    18.  LIABILITY
INSURANCE

    


    18.1        Lessee’s Insurance. Lessee
shall, at Lessee’s expense, obtain and keep in force during the Term, a
commercial general liability insurance policy insuring Lessee against the risks
of, bodily injury and property damage, personal injury, contractual liability,
completed operations, products liability, host liquor liability, owned and
non-owned automobile liability arising out of the ownership, use, occupancy or
maintenance of the Leased Premises and all areas appurtenant
thereto.  Such insurance shall be a combined single limit policy in an
amount not less than ONE MILLION DOLLARS ($1,000,000.00) per occurrence with a
TWO MILLION DOLLAR ($2,000,000.00) annual aggregate; and an umbrella policy of
ONE MILLION DOLLARS ($1,000,000.00) any one occurrence.  Lessor and
any lender or other party in interest designated by Lessor shall be named as
additional insured(s).  The policy shall contain cross liability
endorsements and shall insure performance by Lessee of the indemnity provisions
of this Lease; shall be primary, not contributing with, and not in excess of
coverage which Lessor may carry; shall state that Lessor is entitled to recovery
for the negligence of Lessee even though Lessor is named as an additional
insured; shall provide for severability of interest; shall provide that an act
or omission of one of the insured or additional insureds which would void or
otherwise reduce coverage shall not void or reduce coverages as to the other
insured or additional insured; and shall afford coverage after the Term (by
separate policy or extension if necessary) for all claims based on acts,
omissions, injury or damage which occurred or arose (or the onset of which
occurred or arose) in whole or in part during the Term.  The limits of
said insurance shall not limit any liability of Lessee hereunder.  Not
more frequently than every three (3) years, if, in the reasonable opinion of
Lessor, the amount of liability insurance required hereunder is not adequate,
Lessee shall promptly increase said insurance coverage as required by
Lessor.

    


    18.2        Workers’ Compensation
Insurance.  Lessee shall carry Workers’ Compensation insurance
as required by law, including an employers’ liability endorsement.

    


    19.  INSURANCE
POLICY REQUIREMENTS

    


    19.1        General
Requirements.  All insurance policies required to be carried by
Lessee (except Lessee’s business personal property insurance) hereunder shall
conform to the following requirements:

     

    
      
         


      

      
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    (a)           The
insurer in each case shall carry a designation in “Best’s Insurance Reports” as
issued from time to time throughout the Term as follows:  Policyholders’
rating of A; financial rating of not less than VII;

    


    (b)           The
insurer shall be qualified to do business in the state in which the Leased
Premises are located;

    


    (c)           The
policy shall be in a form and include such endorsements as are reasonably
acceptable to Lessor;

    


    (d)           Certificates
of insurance shall be delivered to Lessor at commencement of the Term and
certificates of renewal at least thirty (30) days prior to the expiration of
each policy;

    


    (e)           Each
policy shall require that Lessor be notified in writing by the insurer at least
thirty (30) days prior to any cancellation or expiration of such policy, or any
reduction in the amounts of insurance carried.

    


    20.  LESSEE
INSURANCE DEFAULT

    


    20.1        Rights of Lessor. In the event
that Lessee fails to obtain any insurance required of it under the terms of this
Lease, Lessor may, at its option, but is not obligated to, obtain such insurance
on behalf of Lessee and bill Lessee, as additional rent, for the cost
thereof.  Payment shall be due within ten (10) days of receipt of the
billing therefor by Lessee.

    


    21.  FORFEITURE
OF PROPERTY AND LESSOR’S LIEN

    


    21.1        Removal of Personal
Property.  Lessee agrees that as at the date of termination of
this Lease or repossession of the Leased Premises by Lessor, by way of default
or otherwise, it shall remove all personal property to which it has the right to
ownership pursuant to the terms of this Lease.  Any and all such
property of Lessee not removed by such date shall, at the option of Lessor,
irrevocably become the sole property of Lessor.  Lessee waives all
rights to notice and all common law and statutory claims and causes of action
which it may have against Lessor subsequent to such date as regards the storage,
destruction, damage, loss of use and ownership of the personal property affected
by the terms of this Article.  Lessee acknowledges Lessor’s need to
relet the Leased Premises upon termination of this Lease or repossession of the
Leased Premises and understands that the forfeitures and waivers provided herein
are necessary to aid said reletting, and to prevent Lessor incurring a loss for
inability to deliver the Leased Premises to a prospective lessee.

    



    
      
         


      

      
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    22.  MAINTENANCE
AND REPAIRS

    


    22.1        Lessor’s Obligations. Subject
to the other provisions of this Lease imposing obligations in this respect upon
Lessee, Lessor shall repair, replace and maintain the external and Structural
parts of the Complex which do not comprise a part of the Leased Premises and are
not leased to others, janitor and equipment closets and shafts within the Leased
Premises designated by Lessor for use by it in connection with the operation and
maintenance of the Complex, and all Common Areas.  Lessor shall
perform such repairs, replacements and maintenance with reasonable dispatch, in
a good and workmanlike manner; but Lessor shall not be liable for any damages,
direct, indirect or consequential, or for damages for personal discomfort,
illness or inconvenience of Lessee by reason of failure of equipment, Lines,
facilities or systems or reasonable delays in the performance of such repairs,
replacements and maintenance, unless caused by the deliberate act or omission of
Lessor, its servants, agents, or employees.  The cost for such
repairs, maintenance and replacement shall be included in Operating Costs in
accordance with Section 2.1(k) hereof.

     

    22.2        Negligence of
Lessee.  If the Building, the elevators, boilers, engines,
pipes or apparatus used for the purpose of climate control of the Building or
operating the elevators, or if the water pipes, drainage pipes, electric
lighting or other equipment, Lines, systems and/or facilities of the Building or
the Complex, or the roof or the outside walls of the Building, fall into a state
of disrepair or become damaged or destroyed through the negligence, carelessness
or misuse of Lessee, its agents, employees or anyone permitted by it to be in
the Complex, or through it in any way, the cost of the necessary repairs,
replacements or alterations shall be borne by Lessee who shall pay the same to
Lessor as additional charges forthwith on demand.

    


    22.3        Lessee’s
Obligations.  Lessee shall maintain and repair the interior
portions of the Leased Premises, including without limiting the generality of
the foregoing, all interior partitions and walls, fixtures; all Tenant
Improvements and alterations in the Leased Premises; all electrical and
telephone outlets and conduits not concealed by floors, walls or ceilings; all
fixtures and shelving; and all special mechanical and electrical equipment
(which equipment is not a normal part of the Leased Premises) installed by or
for Lessee; reasonable wear and tear, damage with respect to which Lessor has an
obligation to repair as provided in Section 22.1 and Section 23.2
hereof only excepted.  Prior to commencement of any repairs, Lessee
shall give Lessor at least ten (10) days’ prior written notice thereof so that
Lessor may post notices of non-responsibility in or upon the Leased Premises as
provided by law.  Lessee must obtain the prior written approval from
Lessor for Lessee’s contractor before the commencement of the repair, which
approval shall not be unreasonably withheld or delayed.  Lessor may
require that Lessee use a specific contractor for certain types of
repairs.  Lessor may enter and view the state of repair and Lessee
will repair in a good and workmanlike manner according to notice in
writing.  Notwithstanding the foregoing, Lessee shall not make any
repairs to the equipment, Lines, facilities or systems of the Building or
Complex which are outside of the Leased Premises or which do not exclusively
serve the Leased Premises.

    


    22.4        Cleaning.  Lessee
agrees at the end of each business day to leave the Leased Premises in a
reasonably clean condition for the purpose of the performance of Lessor’s
cleaning services referred to herein.  Lessee shall maintain the
appearance of the Leased Premises in a manner consistent with the character, use
and appearance of the Complex.

     

    
      
         


      

      
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    22.5        Reserved.

    


    22.6        Acceptance.  It is
acknowledged and agreed that Lessor has no obligation to perform any work or
make any alterations to the Building or the Premises to make the Premises ready
for Lessee’s occupancy and Lessee shall accept the Leased Premises in “as is”
condition as of the date of execution of this Lease by Lessee, and Lessee
acknowledges that the Leased Premises in such condition are in good and sanitary
order, condition and repair.

    


    23.  DESTRUCTION

    


    23.1        Rights of Termination. In the
event the Leased Premises suffers (a) an “uninsured property loss” (as
hereinafter defined) or (b) a property loss which cannot be repaired within
one hundred ninety five (195) days from the date of destruction under the laws
and regulations of state, federal, county or municipal authorities, or other
authorities with jurisdiction, Lessor may terminate this Lease as at the date of
the damage upon written notice to Lessee following the property
loss.  In the event of a property loss to the Leased Premises which
cannot be repaired within one hundred ninety-five (195) days of the occurrence
thereof, Lessee shall have the right to terminate the Lease by written notice to
Lessor within twenty (20) days following notice from Lessor that the time for
restoration shall exceed one hundred ninety-five (195) days, which notice shall
be given by Lessor within ten (10) business days following the time which Lessor
determines that the property loss cannot be repaired within the one-hundred
ninety-five (195) day period.  For purposes of this Lease, the term
“uninsured property loss” shall mean any loss arising from a peril not covered
by the standard form of “All Risk” property insurance policy.

    


    23.2        Repairs.  In the
event of a property loss which may be repaired within one hundred ninety-five
(195) days from the date of the damage, or, in the alternative, in the event the
parties do not elect to terminate this Lease under the terms of
Section 23.1 above, then this Lease shall continue in full force and effect
and Lessor shall forthwith undertake to make such repairs to reconstitute the
Leased Premises to as near the condition as existed prior to the property loss
as practicable.  Such partial destruction shall in no way annul or
void this Lease except that Lessee shall be entitled to a proportionate
reduction of Minimum Rent and additional Rent following the property loss and
until the time the Leased Premises are restored.  Such reduction shall
be an amount which reflects the degree of interference with Lessee’s
business.  So long as Lessee conducts its business in the Leased
Premises, there shall be no abatement until the parties agree on the amount
thereof.  If the parties cannot agree within forty-five (45) days of
the property loss, the matter shall be submitted to arbitration under the rules
of the American Arbitration Association.  Upon the resolution of the
dispute, the settlement shall be retroactive and Lessor shall within ten (10)
days thereafter refund to Lessee any sums due in respect of the reduced rental
from the date of the property loss.  Lessor’s obligations to restore
shall in no way include any construction originally performed by Lessee or
subsequently undertaken by Lessee, but shall include solely that property
constructed by Lessor prior to commencement of the Term, including without
limitation, any Tenant Improvements.

     

    
      
         


      

      
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    23.3        Repair Costs.  The
cost of any repairs to be made by Lessor pursuant to Section 23.2 of this
Lease shall be paid by Lessor utilizing available insurance proceeds, and Lessor
shall have no obligation to restore the Leased Premises or the Complex to the
extent that the cost of such repairs or restoration is not covered by insurance
proceeds actually received by Lessor in connection with such damage or
destruction.  If the lack of adequate funds means that Lessor is not
able to restore the Leased Premises to a condition substantially the same as
existed prior to the property loss, then Lessee may terminate this
Lease.

    


    23.4        Waiver.  Lessee
hereby waives all statutory or common law rights of termination in respect to
any partial destruction or property loss which Lessor is obligated to repair or
may elect to repair under the terms of this Article.  Further, in
event of a property loss occurring during the last two (2) years of the original
Term hereof or of any extension, Lessor need not undertake any repairs and may
cancel this Lease unless Lessee has the right under the terms of this Lease to
extend the Term for an additional period of at least five (5) years and does so
within thirty (30) days of the date of the property loss.

    


    23.5        Lessor’s
Election.  In the event that the Complex or Building in which
the Leased Premises are situated be destroyed to the extent of not less than
thirty-three and one-third percent (33-1/3%) of the replacement cost thereof,
Lessor may elect to terminate this Lease, whether the Leased Premises be injured
or not, in the same manner as in Section 23.1 above.  At all
events, a total destruction of the Complex of which the Leased Premises form a
part, or the Leased Premises itself, shall terminate this Lease.

    


    24.  CONDEMNATION

    


    24.1        Definitions.

    


    (a)           “Condemnation”
means (i) the exercise of any governmental power, whether by legal
proceedings or otherwise, by a condemnor and/or (ii) a voluntary sale or
transfer by Lessor to any condemnor, either under threat of condemnation or
while legal proceedings for condemnation are pending.

    


    (b)           “Date of
taking” means the date the condemnor has the right to possession of the
property being condemned.

    


    (c)           “Award”
means all compensation, sums or anything of value awarded, paid or received on a
total or partial condemnation.

    


    (d)           “Condemnor”
means any public or quasi-public authority, or private corporation or
individual, having the power of condemnation.

    


    24.2        Total Taking.  If
the Leased Premises are totally taken by condemnation, this Lease shall
terminate on the date of taking.


    
      
         


      

      
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    24.3        Partial Taking; Common
Areas.

    


    (a)           If
any portion of the Leased Premises is taken by condemnation, this Lease shall
remain in effect, except that Lessee can elect to terminate this Lease if
thirty-three and one-third percent (33-1/3%) or more of the total number of
square feet in the Leased Premises is taken.

    


    (b)           If
any part of the Common Areas of the Complex is taken by condemnation, this Lease
shall remain in full force and effect so long as there is no material
interference with the access to or parking for the Leased Premises, except that
if thirty percent (30%) or more of the Common Areas is taken by condemnation,
either party shall have the election to terminate this Lease pursuant to this
Section.

    


    


    (c)           If
fifty percent (50%) or more of the Building in which the Leased Premises are
located is taken, Lessor shall have the election to terminate this Lease in the
manner prescribed herein.

    


    24.4        Termination or
Abatement.  If either party elects to terminate this Lease
under the provisions of Section 24.3 (such party is hereinafter referred to
as the “Terminating
Party”), it must terminate by giving notice to the other party (the
“Nonterminating Party”)
within thirty (30) days after the nature and extent of the taking have been
finally determined (the “Decision
Period”).  The Terminating Party shall notify the
Nonterminating Party of the date of termination, which date shall not be earlier
than sixty (60) days after the Terminating Party has notified the Nonterminating
Party of its election to terminate nor later than the date of
taking.  If Notice of Termination is not given within the Decision
Period, the Lease shall continue in full force and effect except that Minimum
Rent and additional Rent shall be reduced by subtracting therefrom an amount
calculated by multiplying the Minimum Rent and additional Rent in effect prior
to the taking by a fraction, the numerator of which is the number of square feet
taken from the Leased Premises and the denominator of which is the number of
square feet in the Leased Premises prior to the taking.

    


    24.5        Restoration.  If
there is a partial taking of the Leased Premises and this Lease remains in full
force and effect pursuant to this Article, Lessor, at its cost, shall accomplish
all necessary restoration so that the Leased Premises is returned as near as
practical to its condition immediately prior to the date of the taking, but in
no event shall Lessor be obligated to expend more for such restoration than the
extent of funds actually paid to Lessor by the condemnor.

    


    24.6        Award.  Any award
arising from the condemnation or the settlement thereof shall belong to and be
paid to Lessor, except that Lessee shall receive from the award compensation for
the following if specified in the award by the condemning authority, so long as
it does not reduce Lessor’s award in respect of the real
property:  Lessee’s trade fixtures, tangible personal property, loss
of business and relocation expenses.  At all events, Lessor shall be
solely entitled to all award in respect of the real property, including the
bonus value of the leasehold.  Lessee shall not be entitled to any
award until Lessor has received the above sum in full.

     

    
      
         


      

      
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    25.  ASSIGNMENT
AND SUBLETTING

    


    25.1        Lease is
Personal.  The purpose of this Lease is to transfer possession
of the Leased Premises to Lessee for Lessee’s personal use in return for certain
benefits, including rent, to be transferred to the Lessor.  Lessee’s
right to assign or sublet as stated in this Article is subsidiary and
incidental to the underlying purpose of this Lease.  Lessee
acknowledges and agrees that it has entered into this Lease in order to acquire
the Leased Premises for its own personal use and not for the purpose of
obtaining the right to convey the leasehold to others.

    


    25.2        “Transfer of the Leased Premises”
Defined.  The terms “Transfer of the Leased
Premises” or “Transfer” as used herein shall
include any assignment of all or any part of this Lease (including assignment by
operation of law), subletting of all or any part of the Leased Premises or
transfer of possession, or granting of the right of possession or contingent
right of possession of all or any portion of the Leased Premises including,
without limitation, license, concession, mortgage, devise, hypothecation,
agency, franchise or management agreement, or suffering any other person (the
agents and servants of Lessee excepted) to occupy or use the Leased Premises or
any portion thereof.  If Lessee is a corporation which is not deemed a
public corporation, or is an unincorporated association or partnership, or
Lessee consists of more than one party, the transfer, assignment or
hypothecation of any stock or interest in such corporation, association,
partnership or ownership interest, in the aggregate in excess  of
fifty percent (50%), shall be deemed a Transfer of the Leased
Premises.

    


    25.3        No Transfer Without
Consent.  Lessee shall not suffer a Transfer of the Leased
Premises or any interest therein, or any part thereof, or any right or privilege
appurtenant thereto without the prior written consent of Lessor which shall not
be unreasonably withheld or delayed, and a consent to one Transfer of the Leased
Premises shall not be deemed to be a consent to any subsequent Transfer of the
Leased Premises.  Any Transfer of the Leased Premises without such
consent shall (i) be voidable, and (ii) terminate this Lease, in
either case, at the option of Lessor.

    


    25.4        When Consent
Granted.

    


    (a)           The
consent of Lessor to a Transfer shall not be unreasonably withheld or delayed,
provided that it is agreed to be reasonable for Lessor to consider any of the
following reasons, which list is not exclusive, in electing to consent or to
deny consent:

    


    (i)           Financial
strength of the proposed transferee is not at least equal to that of Lessee at
the time of execution of this Lease;

    


    (ii)           A
proposed transferee whose occupation of the Leased Premises would cause a
diminution in the reputation of the Complex or the other businesses located
therein;

     

    
      
         


      

      
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    (iii)           A
proposed transferee whose impact on the common facilities or the other occupants
of the Complex would be disadvantageous;

    


    (iv)           A
proposed transferee whose use presents a risk of violation of
Article 12;

    


    (v)           A
proposed transferee whose occupancy will require a variation in the terms of
this Lease (for example, a variation in the use clause) or which otherwise
adversely affects any interest of Lessor;

    


    (vi)           A
proposed transferee who is or is likely to be, or whose business is or is likely
to be, subject to compliance with additional laws or other governmental
requirements beyond those to which Lessee or Lessee’s business is subject;
or

    


    (vii)           That
the validity of the Transfer is conditioned on the conformity of the Lessee and
transferee with all provisions of this Lease at the time of Transfer, including,
without limitation, the requirement that there be no uncured notices of default
under the terms of this Lease.

    


    (b)           Notwithstanding
the foregoing, Lessee shall have the right, without the consent of Lessor, but
upon prior written notice to Lessor, to assign this Lease to a company
incorporated or to be incorporated by Lessee, provided that Lessee owns or
beneficially controls all the issued and outstanding shares of capital stock of
the company; further provided, however, that in the event that at any time
following such assignment, Lessee wishes to sell, mortgage, devise, hypothecate
or in any other manner whatsoever transfer any portion of the ownership or
beneficial control of the issued and outstanding shares in the capital stock of
such company, such transaction shall be deemed to constitute a Transfer and
shall be subject to all of the provisions of this Article 25 with respect
to a Transfer of the Premises including, by specific reference, the provisions
of Section 25.8.

    


    25.5        Procedure for Obtaining
Consent.

    


    (a)           Lessor
need not commence its review of any proposed Transfer, or respond to any request
by Lessee with respect to such, unless and until it has received from Lessee
reasonable descriptive information concerning the transferee, the business to be
conducted by the transferee, the transferee’s financial capacity, and such other
information as may reasonably be required in order to form a prudent judgment as
to the acceptability of the proposed Transfer, including, without limitation,
the following:

    


    (i)           The
past two years’ Federal Income Tax returns of the proposed transferee (or in the
alternative the past two years’ audited annual Balance Sheets and Profit and
Loss statements, certified correct by a Certified Public Accountant if
available);

     

    
      
        
           


        

        
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    (ii)           Banking
references of the proposed transferee;


    (iii)           A
resume of the business background and experience of the proposed
transferee;

    


    (iv)           At
least five (5) business and three (3) personal references for the proposed
transferee;

    


    (v)           An
executed copy of the instrument by which Lessee proposes to effectuate the
Transfer.

    


    (b)           Lessee
shall reimburse Lessor as additional Rent for Lessor’s reasonable costs and
attorneys’ fees incurred in conjunction with the processing and documentation of
any proposed Transfer of the Leased Premises, whether or not consent is
granted.

     

    25.6        Recapture.

    


    (a)           By
written notice to Lessee (the “Termination Notice”) within
ten (10) business days following submission to Lessor by Lessee of the
information specified in Section 25.5, Lessor may terminate this Lease in
the event of a proposed assignment of this Lease or sublet of the entire Leased
Premises, or terminate this Lease as to the portion of the Leased Premises to be
sublet, if the proposed sublet is to be of less than the entire Leased
Premises.  In the event Lessor elects to terminate this Lease as to
that portion of the Leased Premises to be sublet, an amendment to this Lease
shall be executed whereby the description of the Leased Premises is restated and
Lessee’s obligations for rent and other charges are reduced in proportion to the
reduction in Rentable Area of the Leased Premises caused thereby.

    


    (b)           In
the event that Lessor terminates this Lease or terminates this Lease as to that
portion of the Leased Premises proposed to be sublet, Lessor may, if it elects,
enter into a new lease covering the Leased Premises or the affected portion
thereof with the intended assignee or sublessee on such terms as Lessor and such
person may agree, or enter into a new lease covering the Leased Premises with
any other person; in such event, Lessee shall not be entitled to any portion of
the profit if any which Lessor may realize on account of such termination and
reletting.  From and after the date of such termination of this Lease,
the parties shall have no further obligations to each other under this Lease
except for matters occurring or obligations arising prior to the date of such
termination.

    


    25.7        Reasonable
Restriction.  The restrictions on Transfer described in this
Article 25 are acknowledged by Lessee to be reasonable for all
purposes.

    


    25.8        Effect of
Transfer.  If Lessor consents to a Transfer, the following
conditions shall apply:

     

    
      
         


      

      
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    (a)           Each
and every covenant, condition or obligation imposed upon Lessee by this Lease
and each and every right, remedy or benefit afforded Lessor by this Lease shall
not be impaired or diminished as a result of such Transfer.

    


    (b)           Lessee
shall pay to Lessor on a monthly basis, fifty percent (50%) of the excess of any
sums of money, or other economic consideration received by Lessee from the
Transferee in such month (whether or not for a period longer than one month),
including higher rent, bonuses, key money, or the like over the aggregate, of
(i) the amortized portion of the reasonable expenses actually paid by
Lessee to unrelated third parties for brokerage commissions, tenant improvements
to the Leased Premises, or design fees incurred as a direct consequence of the
Transfer, and, (ii) the total sums which Lessee pays Lessor under this
Lease in such month, or the prorated portion thereof if the portion of the
Leased Premises transferred is less than the entire Leased
Premises.  The amount so derived shall be paid with Lessee’s payment
of Minimum Rent.  The term “amortized portion” is that portion of the
applicable expenses derived by dividing such expenses by the number of months in
the original term of the Transfer transaction.

     

    (c)           No
Transfer, whether or not consent of Lessor is required hereunder, shall relieve
Lessee of its primary obligation to pay the Rent and to perform all other
obligations to be performed by Lessee hereunder.   The acceptance
of Rent by Lessor from any person shall not be deemed to be a waiver by Lessor
of any provision of this Lease or to be a consent to any Transfer of the Leased
Premises.

    


    (d)           If
Lessor consents to a sublease, such sublease shall not extend beyond the
expiration of the Term.

    


    (e)           No
Transfer shall be valid and no transferee shall take possession of the Leased
Premises or any part thereof unless, within ten (10) days after the execution of
the documentary evidence thereof, Lessee shall deliver to Lessor a duly executed
duplicate original of the Transfer instrument in form reasonably satisfactory to
Lessor which provides that (i) the transferee assumes Lessee’s obligations
for the payment of Rent and for the full and faithful observance and performance
of the covenants, terms and conditions contained herein, (ii) such
transferee will, at Lessor’s election, attorn directly to Lessor in the event
Lessee’s Lease is terminated for any reason on the terms set forth in the
instrument of transfer and (iii) such instrument of Transfer contains such
other assurances as Lessor reasonably deems necessary.

    


    26.  ABANDONMENT

    


    26.1        Lessee to Occupy. Lessee shall
not abandon the Leased Premises at any time during the Term and if Lessee shall
abandon or surrender the Leased Premises, or be dispossessed by process of law,
or otherwise, any personal property belonging to Lessee and remaining on the
Leased Premises after such abandonment, surrender or dispossession shall, at the
option of Lessor, be deemed abandoned.  Notwithstanding the foregoing,
the term “abandon” shall not apply in the event Lessee continues to pay Rent and
complies with all other covenants and conditions of this Lease.

     

    
      
         


      

      
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    27.  ENTRY
BY LESSOR

    


    27.1        Rights of
Lessor.  Lessee shall permit Lessor and Lessor’s agents to
enter the Leased Premises at all reasonable times and with reasonable notice
(except in the case of an emergency) for the purpose of inspecting the same or
for the purpose of maintaining the Building and the Lines, systems and
facilities therein, or for the purpose of making repairs, replacements,
alterations or additions to any portion of the Building and the Lines, systems
and facilities therein, including the erection and maintenance of such
scaffolding, canopies, fences and props as may be required, or for the purpose
of posting notices of non-responsibility for alterations, additions or repairs,
or for the purpose of placing upon the Building any usual or ordinary “for sale”
signs, or for the purpose of showing the Building or the Leased Premises to any
potential purchasers, lenders or tenants, without any rebate of Rent and without
any liability to Lessee for any loss of occupation or quiet enjoyment of the
Leased Premises thereby occasioned, and shall permit Lessor, at any time with
reasonable notice within ninety (90) days prior to the expiration of this Lease,
to place upon the Leased Premises any usual or ordinary “to let” or “to lease”
signs.  This Section in no way affects the maintenance
obligations of the parties hereto.

    


    28.  SIGNS

    


    28.1        Approval, Installation and
Maintenance.  Lessee shall not place on the Leased Premises or
the Complex any exterior signs or advertisements, nor any interior signs or
advertisements that are visible from the exterior of the Leased Premises,
without Lessor’s prior written consent, which Lessor reserves the right to
withhold for any aesthetic reason in its sole judgment.  The cost of
installation and regular maintenance of any such signs approved by Lessor shall
be at the sole expense of Lessee.  At the termination of this Lease,
or any extension thereof, Lessee shall remove all its signs, and all damage
caused by such removal shall be repaired at Lessee’s expense.

    


    29.  DEFAULT

    


    29.1        Definition. The occurrence of
any of the following shall constitute a material default and breach of this
Lease by Lessee:

    


    (a)           Any
failure by Lessee to pay the Rent or to make any other payment required to be
made by Lessee hereunder when due where such failure continues for five (5) days
after written notice has been provided to Lessee;

    


    (b)           The
abandonment of the Leased Premises by Lessee in violation of Section 26.1
hereof;

    


    (c)           Any
failure by Lessee to provide executed documents as and when required under the
provisions of Section 36.2 and/or Section 37.1;


    
      
         


      

      
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    (d)           A
failure by Lessee to observe and perform any other provision of this Lease to be
observed or performed by Lessee, where such failure continues for thirty (30)
days after written notice thereof by Lessor to Lessee; provided, however, that
if the nature of the default is such that the same cannot reasonably be cured
within the thirty (30) day period allowed, Lessee shall not be deemed to be in
default if Lessee shall, within such thirty (30) day period, commence to cure
and thereafter diligently prosecute the same to completion;

    


    (e)           Either
(1) the appointment of a receiver (except a receiver appointed at the
instance or request of Lessor) to take possession of all or substantially all of
the assets of Lessee, or (2) a general assignment by Lessee for the benefit
of creditors, or (3) any action taken or suffered by Lessee under any
insolvency or bankruptcy act shall constitute a breach of this Lease by
Lessee.  In such event, Lessor may, at its option, declare this Lease
terminated and forfeited by Lessee, and Lessor shall be entitled to immediate
possession of the Leased Premises.  Upon such notice of termination,
this Lease shall terminate immediately and automatically by its own
limitation.

     

    (f)           Any
two (2) noticed failures by Lessee to observe and perform any provision of this
Lease during any twelve (12) month period of the Term, as such may be extended,
shall constitute, at the option of Lessor, a separate and noncurable
default.

    


    30.  REMEDIES
UPON DEFAULT

    


    30.1        Termination and Damages. In
the event of any default by Lessee, then in addition to any other remedies
available to Lessor herein or at law or in equity, Lessor shall have the
immediate option to terminate this Lease and all rights of Lessee hereunder by
giving written notice of such intention to terminate.  In the event
that Lessor shall elect to so terminate this Lease, then Lessor may recover from
Lessee:

    


    (a)           The
worth at the time of award of any unpaid rent which had been earned at the time
of such termination; plus

    


    (b)           The
worth at the time of award of the amount by which the unpaid rent which would
have been earned after termination until the time of award exceeds the amount of
such rental loss Lessee proves could have been reasonably avoided;
plus

    


    (c)           The
worth at the time of award of the amount by which the unpaid rent for the
balance of the Term after the time of award exceeds the amount of such rental
loss that Lessee proves could be reasonably avoided; plus

    


    (d)           Any
other amount necessary to compensate Lessor for all the detriment proximately
caused by Lessee’s failure to perform its obligations under this Lease or which
in the ordinary course of events would be likely to result therefrom;
and

     

    
      
         


      

      
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    (e)           At
Lessor’s election, such other amounts in addition to or in lieu of the foregoing
as may be permitted from time to time by the applicable law in the state in
which the Leased Premises are located.

    


    30.2        Definition.  As used
in subSections 30.1(a) and (b) above, the “worth at the time of award” is
computed by allowing interest at the rate of ten percent (10%) per
annum.  As used in subSection 30.1(c) above, the “worth at the time of
award” is computed by discounting such amount at the discount rate of the
Federal Reserve Bank for the region in which the Complex is located at the time
of award plus one percent (1%).

    


    30.3        Personal
Property.

    


    (a)           In
the event of any default by Lessee, Lessor shall also have the right, with or
without terminating this Lease, to reenter the Leased Premises and remove all
persons and property from the Leased Premises; such property may be removed and
stored in a public warehouse or elsewhere at the cost of and for the account of
Lessee.

    


    30.4        Recovery of Rent;
Reletting.

    


    (a)           Lessor
may continue Lease in effect after Lessee’s breach and abandonment and recover
rent as it becomes due.  In the event of the abandonment of the Leased
Premises by Lessee, or in the event that Lessor shall elect to reenter as
provided in Section 30.3 above, or shall take possession of the Leased
Premises pursuant to legal proceeding or pursuant to any notice provided by law,
then if Lessor does not elect to terminate this Lease as provided in
Section 30.1 above, this Lease shall continue in effect for so long as
Lessor does not terminate Lessee’s right to possession, and Lessor may enforce
all its rights and remedies under this Lease, including, without limitation,
Lessor’s right from, time to time, without terminating this Lease, to either
recover all Rental as it becomes due or relet the Leased Premises or any part
thereof for such term or terms and at such rental or rentals and upon such other
terms and conditions as Lessor, in its sole discretion, may deem advisable, with
the right to make alterations and repairs to the Leased
Premises.  Acts of maintenance or preservation or efforts to relet the
Leased Premises or the appointment of a receiver upon initiation of Lessor or
other legal proceeding granting Lessor or its agent possession to protect
Lessor’s interest under this Lease shall not constitute a termination of
Lessee’s right to possession.

    


    (b)           In
the event that Lessor shall elect to so relet, then rentals received by Lessor
from such reletting shall be applied: first, to the payment of any indebtedness
other than Rent due hereunder from Lessee to Lessor; second, to the payment of
any cost of such reletting; third, to the payment of the cost of any alterations
and repairs to the Leased Premises ; fourth, to the payment of Rent due and
unpaid hereunder; and the residue, if any, shall be held by Lessor and applied
in payment of future Rent as the same may become due and payable
hereunder.  Should that portion of such rentals received from such
reletting during any month, which is applied by the payment of Rent hereunder,
be less than the Rent payable during that month by Lessee hereunder, then Lessee
shall pay such deficiency to Lessor immediately upon demand therefor by
Lessor.  Such deficiency shall be calculated and paid
monthly.  Lessee shall also pay to Lessor, as soon as ascertained, any
costs and expenses incurred by Lessor in such reletting or in making such
alterations and repairs not covered by the rentals received from such reletting
so long as such amount does not exceed the unamortized monies spent in the
original Lease between Lessor and Lessee.


    
      
         


      

      
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    (c)           No
reentry or taking possession of the Leased Premises or any other action under
this Section shall be construed as an election to terminate this Lease
unless a written notice of such intention be given to Lessee or unless the
termination thereof be decreed by a court of competent
jurisdiction.  Notwithstanding any reletting without termination by
Lessor because of any default by Lessee, Lessor may at any time after such
reletting elect to terminate this Lease for any such default.

    


    30.5        No Waiver.  Efforts
by Lessor to mitigate the damages caused by Lessee’s default in this Lease shall
not constitute a waiver of Lessor’s right to recover damages
hereunder.

    


    30.6        Curing
Defaults.  Should Lessee fail to repair, maintain, keep clean,
and/or service the Leased Premises, or any part or contents thereof at any time
or times, or perform any other obligations imposed by this Lease, then after
having given Lessee reasonable notice of the failure or failures and a
reasonable opportunity which in no case shall exceed thirty (30) days, to remedy
the failure (provided, however, that if the nature of the failure or default is
such that the same cannot reasonably be cured within the thirty (30) day period
allowed, Lessee shall not be deemed to be in default and Lessor shall not
exercise its rights under this Section 30.6 if Lessee shall, within such thirty
(30) day period, commence to cure and thereafter diligently prosecute the same
to completion), Lessor may enter upon the Leased Premises and perform or
contract for the performance of the repair, maintenance, or other Lessee
obligation, and Lessee shall pay Lessor for all direct and indirect costs
incurred in connection therewith within ten (10) days of receiving a bill
therefor from Lessor.

    


    30.7        Cumulative
Remedies.  The various rights, options, election powers, and
remedies of Lessor contained in this Article and elsewhere in this Lease
shall be construed as cumulative and no one of them exclusive of any others or
of any legal or equitable remedy which Lessor might otherwise have in the event
of breach or default, and the exercise of one right or remedy by Lessor shall
not in any way impair its right to any other right or remedy.

    


    31.  BANKRUPTCY

    


    31.1        Bankruptcy Events. If at any
time during the Term there shall be filed by or against Lessee in any court
pursuant to any statute either of the United States or of any state a petition
in bankruptcy or insolvency or for reorganization or for the appointment of a
receiver or trustee of all or a portion of Lessee’s property, or if a receiver
or trustee takes possession of any of the assets of Lessee, or if the leasehold
interest herein passes to a receiver, or if Lessee makes an assignment for the
benefit of creditors or petitions for or enters into an arrangement (any of
which are referred to herein as “a bankruptcy event”), then the following
provisions shall apply:


    
      
         


      

      
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    (a)           At
all events any receiver or trustee in bankruptcy or Lessee as debtor in
possession (“debtor”) shall either expressly assume or reject this Lease within
sixty (60) days following the entry of an Order for Relief.

    


    (b)           In
the event of an assumption of the Lease by a debtor, receiver or trustee, such
debtor, receiver or trustee shall immediately after such assumption
(1) cure any default or provide adequate assurances that defaults will be
promptly cured; and (2) compensate Lessor for actual pecuniary loss or
provide adequate assurances that compensation will be made for actual pecuniary
loss; and (3) provide adequate assurance of future
performance.

    


    For the
purposes of this Section 31.1(b), adequate assurance of future performance
of all obligations under this Lease shall include, but is not limited
to:

    


    (i)           Written
assurance that rent and any other consideration due under the Lease shall first
be paid before any other of Lessee’s costs of operation of its business in the
Leased Premises are paid;

    


    (ii)           Written
agreement that assumption of this Lease will not cause a breach of any provision
hereof including, but not limited to, any provision relating to use or
exclusivity in this or any other Lease, or agreement relating to the Leased
Premises, or if such a breach is caused, the debtor, receiver or trustee will
indemnify Lessor against such loss (including costs of suit and attorneys’
fees), occasioned by such breach;

    


    (c)           Where
a default exists under the Lease, the party assuming the Lease may not require
Lessor to provide services or supplies incidental to the Lease before its
assumption by such trustee or debtor, unless Lessor is compensated under the
terms of the Lease for such services and supplies provided before the assumption
of such Lease.

    


    (d)           The
debtor, receiver, or trustee may only assign this Lease in accordance with the
terms of Article 25 and if adequate assurance of future performance by the
assignee is provided, whether or not there has been a default under the
Lease.  For the purpose hereof, adequate assurance of future
performance means written agreement that assignment of this Lease will not cause
a breach of any provision hereof including, but not limited to, any provision
relating to use or exclusivity in this or any other Lease or agreement relating
to the Leased Premises, and that if such a breach is caused, the debtor,
receiver or trustee will indemnify Lessor against such loss (including costs of
suit and attorney’s fees), occasioned by such breach.  Any
consideration paid by any assignee in excess of the rental reserved in the Lease
shall be the sole property of, and paid to, Lessor.  Upon assignment
by the debtor or trustee, the obligations of the Lease shall be deemed to have
been assumed and the assignee shall execute an assumption agreement on request
of Lessor.

    


    (e)           Lessor
shall be entitled to the fair market value for the Leased Premises and the
services provided by Lessor (but in no event less than the rental reserved in
the Lease) subsequent to the commencement of a bankruptcy
event.


    
      
         


      

      
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    (f)           Lessor
specifically reserves any and all remedies available to Lessor in
Article 30 hereof or at law or in equity in respect of a bankruptcy event
by Lessee to the extent such remedies are permitted by law.

    


    32.  SURRENDER
OF LEASE

    


    32.1           No Merger. The voluntary or
other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall
not work as a merger, and shall, at the option of Lessor, terminate all or any
existing subleases or subtenancies, or may, at the option of Lessor, operate as
an assignment to it of any or all such subleases or subtenancies.

    


    33.  LESSOR’S
EXCULPATION

    


    33.1           Limited
Liability.  In the event of default, breach, or violation by
Lessor (which term includes Lessor’s partners, co-venturers, co-tenants,
officers, directors, trustees, employees, agents, or representatives) of any of
Lessor’s obligations under this Lease, Lessor’s liability to Lessee shall be
limited to its ownership interest in the Complex or the proceeds of a public
sale of such interest pursuant to foreclosure of a judgment against
Lessor.

    


    33.2           No Recourse.  Lessor
(as defined in Section 33.1) shall not be personally liable for any
deficiency beyond its interest in the Complex.  All personal liability
of all trustees, their employees, agents or representatives, is expressly waived
by Lessee.

    


    34.  ATTORNEYS’
FEES

    


    34.1           Actions, Proceedings,
etc.  Lessee hereby agrees to pay, as additional rent, all
attorneys’ fees and disbursements, and all other court costs or expenses of
legal proceedings or other legal services which Lessor may incur or pay out by
reason of, or in connection with:

    


     
(a)           Any action
or proceeding brought by Lessor wherein Lessor obtains a final judgment or award
against Lessee (including arbitration) on account of any default by Lessee in
the observance or performance of any obligation under this Lease including, but
not limited to, matters involving payment of Rent and additional Rent,
alterations or other Lessee’s work and subletting or assignment;

    


     
(b)           Any action
or proceeding brought by Lessee against Lessor (or any officer, partner, or
employee of Lessor) in which Lessee fails to secure a final judgment against
Lessor;

    
 

     
(c)           Any other
appearance by Lessor (or any officer, partner, or employee of Lessor) as a
witness or otherwise in any action or proceeding whatsoever involving or
affecting Lessee or this Lease;


    
      
         


      

      
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(d)           Any
assignment, sublease, or leasehold mortgage proposed or granted by Lessee
(whether or not permitted under this Lease), and all negotiations with respect
thereto; and

    


     
(e)           Any
alteration of the Leased Premises by Lessee, excluding the Initial Tenant
Improvements, and all negotiations with respect thereto.

    


      In
any action or proceeding referred to in Section 34.1, Lessee shall be entitled
to recover its reasonable attorneys’ fees and costs if Lessee is the prevailing
party against Lessor.

    
 

    34.2           Survival.  Lessee’s
obligations under this Section shall survive the expiration or any other
termination of this Lease.  This Section is intended to
supplement (and not to limit) other provisions of this Lease pertaining to
indemnities and/or attorneys’ fees.

    


    35.  NOTICES

    


    35.1           Writing.  All
notices, demands and requests required or permitted to be given or made under
any provision of this Lease shall be in writing and shall be given or made by
(i) personal service, or (ii) by mailing same by registered or certified
mail, return receipt requested, postage prepaid, or (iii) by reputable
courier which provides written evidence of delivery, addressed to the respective
party at the address set forth in Section 1.2 of this Lease or at such
other address as the party may from time to time designate, by a written notice
sent to the other in the manner aforesaid.

    


    35.2           Effective Date.  Any
such notice, demand or request (“notice”) given by registered or certified mail
shall be deemed given or made upon receipt or refusal to receive.  Any
notice given by personal delivery to the party at its address as aforesaid shall
be deemed given on the day on which delivery is made.  Notice given by
a reputable courier service which provides written evidence of delivery shall be
deemed given upon receipt or refusal to receive.

    


    35.3           Authorization to
Receive.  Each person and/or entity whose signature is affixed
to this Lease as Lessee or as guarantor of Lessee’s obligations (“obligor”)
designates such other obligor its agent for the purpose of receiving any notice
pertaining to this Lease or service of process in the event of any litigation or
dispute arising from any obligation imposed by this Lease.

    


    36.  SUBORDINATION

    


    36.1           Priority of Encumbrances. This
Lease, at Lessor’s option, shall be subordinate to any ground lease, mortgage,
deed of trust, or any other hypothecation for security now or hereafter placed
upon the real property of which the Leased Premises are a part and to any and
all advances made on the security thereof and to all renewals, modifications,
consolidations, replacements and extensions thereof.  Notwithstanding
such subordination, Lessee’s right to quiet possession of the Leased Premises
shall not be disturbed if Lessee is not in default and so long as Lessee shall
pay the rent and observe and perform all the provisions of this Lease, unless
this Lease is otherwise terminated pursuant to its terms.  If any
mortgagee, trustee or ground lessor shall elect to have this Lease prior to the
lien of its mortgage, deed of trust or ground lease, and shall give written
notice thereof to Lessee, this Lease shall be deemed prior to such mortgage,
deed of trust or ground lease, whether this Lease is dated prior or subsequent
to the date of said mortgage, deed of trust or ground lease or the date of
recording thereof.


    
      
         


      

      
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    36.2           Execution of
Documents.  Lessee agrees to execute any documents required to
effectuate such subordination or to make this Lease prior to the lien of any
mortgage, deed of trust or ground lease, as the case may be, and failing to do
so within ten (10) days after written demand, does hereby make, constitute and
irrevocably appoint Lessor as Lessee’s attorney-in-fact and in Lessee’s name,
place and stead, to do so.  It is understood by all parties that
Lessee’s failure to execute the subordination documents referred to above may
cause Lessor serious financial damage by causing the failure of a financing or
sale transaction.

    


    36.3           Attornment.  Lessee
shall attorn to any purchaser at any foreclosure sale, or to any grantee or
transferee designated in any deed given in lieu of foreclosure.

    


    37.  ESTOPPEL
CERTIFICATES

    


    37.1           Execution by
Lessee.  Within ten (10) days of request therefor by Lessor,
Lessee shall execute a written statement acknowledging the commencement and
termination dates of this Lease, that it is in full force and effect, has not
been modified (or if it has, stating such modifications) and providing any other
pertinent information as Lessor or its agent might reasonably
request.  Failure to comply with this Article shall be a material
breach of this Lease by Lessee giving Lessor all rights and remedies under
Article 30 hereof, as well as a right to damages caused by the loss of a
loan or sale which may result from such failure by Lessee.

    


    37.2           Financing, Sale or
Transfer.  No more than once per calendar year, if Lessor
desires to finance, refinance, sell, ground lease or otherwise transfer the
Leased Premises, or any part thereof, or the Building, Lessee hereby agrees,
within ten (10) days of request therefor by Lessor, to deliver to any lender or
to any prospective buyer, ground lessor or other transferee designated by Lessor
such financial statements of Lessee, any guarantor of this Lease and Lessee's
parent company, if any, as may be reasonably required by such
party.  Such statements shall include the past three (3) years’
financial statements of Lessee.  All such financial statements shall
be received by Lessor in confidence and shall be used only for the purposes
herein set forth.

    


    38.  WAIVER

    


    38.1           Effect of Waiver. The waiver
by Lessor of any breach of any Lease provision shall not be deemed to be a
waiver of such Lease provision or any subsequent breach of the same or any other
term, covenant or condition therein contained.  The subsequent
acceptance of rent hereunder by Lessor shall not be deemed to be a waiver of any
preceding breach by Lessee of any provision of this Lease, other than the
failure of Lessee to pay the particular rental so accepted, regardless of
Lessor’s knowledge of such preceding breach at the time of acceptance of such
rent.


    
      
         


      

      
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    39.  HOLDING
OVER

    


    39.1           Month-to-Month Tenancy on Acceptance.
If Lessee should remain in possession of the Leased Premises after the
expiration of the Term and without executing a new Lease, then, upon acceptance
of Rent by Lessor, such holding over shall be construed as a tenancy from
month-to-month, subject to all the conditions, provisions and obligations of
this Lease as existed during the last month of the Term hereof, so far as
applicable to a month to month tenancy, except that the Minimum Rent shall be
equal to one hundred fifty percent (150%) of the Minimum Rent payable
immediately prior to the expiration or earlier termination of the
Lease.

    


    40.  SUCCESSORS
AND ASSIGNS

    


    40.1           Binding Effect.  The
covenants and conditions herein contained shall, subject to the provisions as to
assignment, apply to and bind the heirs, successors, executors, administrators
and assigns of all of the parties hereto; and all of the parties hereto shall be
jointly and severally liable hereunder.

    


    41.  TIME

    


    41.1           Time of the Essence. Time is
of the essence of this Lease with respect to each and every article, section and
subsection hereof.

    


    42.  EFFECT
OF LESSOR’S CONVEYANCE

    


    42.1           Release of
Lessor.  If, during the Term, Lessor shall sell its interest in
the Building or Complex of which the Leased Premises form a part, or the Leased
Premises, then from and after the effective date of the sale or conveyance,
provided that the transferee of Lessor assumes all of the Lessor's obligations
hereunder from and after the date of such sale or conveyance, Lessor shall be
released and discharged from any and all obligations and responsibilities under
this Lease, except those already accrued.

    


    43.  COMMON
AREAS

    


    43.1           Lessor
shall, in Lessor’s sole discretion, maintain the Common Areas (subject to
reimbursement of Operating Costs pursuant to Article 8 hereof), establish
and enforce reasonable rules and regulations concerning such areas, close any of
the Common Areas to whatever extent required in the opinion of Lessor’s counsel
to prevent a dedication of any of the Common Areas or the accrual of any rights
of any person or of the public to the Common Areas, close temporarily any of the
Common Areas for maintenance purposes, and make changes to the Common Areas
including, without limitation, changes in the location of driveways, corridors,
entrances, exits, vehicular parking spaces, parking area, the designation of
areas for the exclusive use of others, the direction of the flow of traffic or
construction of additional buildings thereupon.  Lessor may provide
security for the Common Areas but is not obligated to do so.


    
      
         


      

      
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    44.  TRANSFER
OF SECURITY

    


    44.1           Transfer to
Purchaser.  If any security be given by Lessee to secure the
faithful performance of all or any of the covenants of this Lease on the part of
Lessee, Lessor may transfer and/or deliver the security, as such, to the
purchaser of the reversion, in the event that the reversion be sold, and
thereupon Lessor shall be discharged from any further liability in reference
thereto.

    


    45.  LATE
CHARGES

    


    45.1           Late Payment by Lessee. Lessee
acknowledges that late payment by Lessee to Lessor of rent or any other payment
due hereunder will cause Lessor to incur costs not contemplated by this Lease,
the exact amount of such costs being extremely difficult and impractical to
fix.  Such costs include, without limitation, processing and
accounting charges, and late charges that may be imposed on Lessor by the terms
of any encumbrance and note secured by any encumbrance covering the Leased
Premises.  Therefore, if any installment of rent, or any other payment
due hereunder from Lessee is not received by Lessor when due, Lessee shall pay
to Lessor an additional sum of five percent (5%) of such rent or other charge as
a late charge.  The parties agree that this late charge represents a
fair and reasonable estimate of the cost that Lessor will incur by reason of
late payment by Lessee.  Acceptance of any late charge shall not
constitute a waiver of Lessee default with respect to the overdue amount, or
prevent Lessor from exercising any other rights or remedies available to
Lessor.  Notwithstanding the foregoing, once per calendar year, Lessee
shall have a five (5) business day grace period before such five percent (5%)
late charge is applied.

    


    46.  CORPORATE
AUTHORITY

    


    46.1           Authorization to Execute. If
Lessee is a corporation, each individual executing this Lease on behalf of said
corporation represents and warrants that he is duly authorized to execute and
deliver this Lease on behalf of said corporation in accordance with a duly
adopted resolution of the Board of Directors of said corporation or in
accordance with the Bylaws of said corporation, and that this Lease is binding
upon said corporation in accordance with its terms.  Further, Lessee
shall, within thirty (30) days after execution of this Lease, deliver to Lessor
a certified copy of a resolution of the Board of Directors of said corporation
authorizing or ratifying the execution of this Lease.

    


    47.  MORTGAGEE
PROTECTION

    


    47.1           Notice and Right to Cure Default.
Lessee agrees to give any mortgagee(s) and/or trust deed holders, by
registered mail, a copy of any notice of default served upon Lessor, provided
that prior to such notice Lessee has been notified, in writing (by way of Notice
of Assignment of Rents and Leases, or otherwise), of the address of such
mortgagees and/or trust deed holders.  Lessee further agrees that if
Lessor shall have failed to cure such default within the time provided for in
this Lease, then the mortgagees and/or trust deed holders shall have an
additional thirty (30) days within which to cure such default or, if such
default cannot be cured within that time, then such additional time as may be
necessary if, within such thirty (30) days, any mortgagee and/or trust deed
holder has commenced and is diligently pursuing the remedies necessary to cure
such default (including but not limited to commencement of foreclosure
proceedings, if necessary to effect such cure), in which event this Lease shall
not be terminated while such remedies are being so diligently
pursued.


    
      
         


      

      
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    48.  WAIVER
OF STATUTES

    


    48.1           Waiver by Lessee. In this
Lease, numerous provisions have been negotiated by the parties, some of which
provisions are covered by statute.  Whenever a provision of this Lease
and a provision of any statute or other law cover the same matter, the
provisions of this Lease shall control.  This waiver applies to future
statutes enacted in addition to or in substitution for the statutes specified
herein.

    


    49.  MISCELLANEOUS
PROVISIONS

    


    49.1           Captions.  The
captions of this Lease are for convenience only and are not a part of this Lease
and do not in any way limit or amplify the terms and provisions of this
Lease.

    


    49.2           Number and
Gender.  Whenever the singular number is used in this Lease and
when required by the context, the same shall include the plural, the plural
shall include the singular, and the masculine gender shall include the feminine
and neuter genders, and the word “person” shall include corporation, firm or
association.  If there be more than one Lessee, the obligations
imposed under this Lease upon Lessee shall be joint and several.

    


    49.3           Modifications.  This
instrument contains all of the agreements, conditions and representations made
between the parties to this Lease and may not be modified orally or in any other
manner than by an agreement in writing signed by all of the parties to this
Lease.

    


    49.4           Payments.  Except as
otherwise expressly stated, each payment required to be made by Lessee shall be
in addition to and not in substitution for other payments to be made by
Lessee.

    


    49.5           Severability.  The
invalidity of any provision of this Lease, as determined by a court of competent
jurisdiction, shall in no way affect the validity of any other provision
hereof.

    


    49.6           No Offer.  The
preparation and submission of a draft of this Lease by either party to the other
shall not constitute an offer, nor shall either party be bound to any terms of
this Lease or the entirety of the Lease itself until both parties have fully
executed a final document and an original signature document has been received
by both parties.  Until such time as described in the previous
sentence, either party is free to terminate negotiations with no obligation to
the other.


    
      
         


      

      
        48

        
          

        

      

      
         


      

    


    49.7           Disputed
Sums.  Under the terms of this Lease numerous charges are and
may be due from Lessee to Lessor including, without limitation, Operating Costs
which include Real Property Taxes, insurance reimbursement and other items of a
similar nature including, at Lessor’s option, advances made by Lessor in respect
of Lessee’s default.  In the event that at any time during the Term
there is a bona fide dispute between the parties as to the amount due for any of
such charges claimed by Lessor to be due, the amount demanded by Lessor shall be
paid by Lessee until the resolution of the dispute between the parties or by
litigation.  Failure by Lessee to pay the disputed sums until
resolution shall constitute a default under the terms of the Lease.

    


    49.8           Lessee’s
Remedies.  Notwithstanding anything to the contrary contained
in this Lease, if any provision of this Lease expressly or impliedly obligates
Lessor not to unreasonably withhold its consent or approval, an action for
declaratory judgment or specific performance will be Lessee’s sole right and
remedy in any dispute as to whether Lessor has breached such
obligation.

    


    49.9           Light, Air and
View.  No diminution of light, air, or view by any structure
which may hereafter be erected (whether or not by Lessor) shall entitle Lessee
to any reduction of Rent, result in any liability of Lessor to Lessee, or in any
other way affect this Lease or Lessee’s obligations hereunder.

    


    49.10        Public
Transportation.  Lessee shall comply with all requirements of
any local transportation management ordinance.

    


    49.11        Rules and
Regulations.  Lessee agrees to comply with all reasonable rules
and regulations adopted and promulgated by Lessor and applicable to all tenants
in the Complex for the lawful, orderly, clean, safe, aesthetic, quiet, and
beneficial use, operation, maintenance, management, and enjoyment of the
Complex.  Lessor shall have no liability for violation by any other
tenant in the Complex of any rules or regulations, nor shall such violation or
waiver thereof excuse Lessee from compliance.  The initial rules and
regulations concerning the Complex are attached hereto as
Exhibit F.  Lessor reserves the right to make additional
reasonable rules affecting the Complex throughout the Term
hereof.  All delivery and dispatch of supplies, fixtures, equipment
and furniture shall be by means and during hours established by
Lessor.  Lessee shall not at any time park its trucks or other
delivery vehicles in the Common Areas, except in such parts thereof as from time
to time designated by Lessor.

    


    49.12        Joint and Several
Liability.  Should Lessee consist of more than one person or
entity, they shall be jointly and severally liable on this Lease.

    


    49.13        Survival of
Obligations.  All obligations of Lessee which may accrue or
arise during the Term or as a result of any act or omission of Lessee during
said Term shall, to the extent they have not been fully performed, satisfied or
discharged, survive the expiration or termination of this Lease.

    



    
      
         


      

      
        49

        
          

        

      

      
         


      

    


    49.14        Real Estate
Brokers.  Lessor and Lessee each represents and warrants to the
other party that it has not authorized or employed, or acted by implication to
authorize or employ, any real estate broker or salesman to act for it in
connection with this Lease other than Cushman & Wakefield of Washington,
Inc, who represents Lessee and Broderick Group, Inc. who represents
Lessor.  Lessor and Lessee shall each indemnify, defend and hold the
other party harmless from and against any and all claims by any real estate
broker or salesman whom the indemnifying party authorized or employed, or acted
by implication to authorize or employ, to act for the indemnifying party in
connection with this Lease.

    


    49.15        Nonliability of Lessor for
Approvals.  Except as may otherwise be expressly stated by a
provision of this Lease, and only to the extent so stated, the consent or
approval, whether express or implied, or the act, failure to act or failure to
object, by Lessor in connection with any plan, specification, drawing, proposal,
request, act, omission, notice or communication (collectively, “act”) by or for,
or prepared by or for, Lessee, shall not create any responsibility or liability
on the part of Lessor, and shall not constitute a representation by Lessor, with
respect to the completeness, sufficiency, efficacy, propriety, quality or
legality of such act.

    


    49.16        Interest On Past Due
Amounts.  If any sum due Lessor from Lessee is not received by
Lessor within five (5) calendar days after the date such sum is due and payable,
such sum shall bear interest from the due date until paid by Lessee at the rate
of two percent (2%) above the Prime Rate (as herein defined), not to exceed the
maximum rate of interest allowed by law in the state where the Leased Premises
are located, and such interest shall be deemed to be additional
rent.  “Prime Rate” means the highest rate charged by Bank of America
NT&SA, San Francisco Main Office, on short-term unsecured loans to its most
creditworthy corporate borrowers.

    


    IN WITNESS WHEREOF, Lessor and
Lessee have executed this Lease as of the day and year first written
above.

    


    
      
        	
                LESSOR:

              	 
      	
                LESSEE:

              
	 
      	 
      	 
      
	
                KENYON
      CENTER LLC,

              	 
      	
                ITEX
      CORPORATION,

              
	
                a
      Washington limited liability company

              	 
      	
                a
      Nevada corporation

              
	 
      	 
      	 
      	 
      
	
                By:

              	
                /s/ Nick Westlund

              	 
      	
                By:

              	
                /s/ Steven White

              
	
                Name:
      Nick Westlund

              	 
      	
                Name:
      Steven White

              
	
                Title:
      Manager

              	
                  

              	
                Title:  
      CEO   

              


      

    


    
      
         


      

      
        50

        
          

        

      

      
         


      

    


    
      	
              STATE
      OF ____________

            	
              )

            
	 
      	
              )  ss.

            
	
              COUNTY
      OF __________

            	
              )

            


    

     

    I certify
that I know or have satisfactory evidence that ____________________ is the
person who appeared before me, and said person acknowledged that said person
signed this instrument, on oath stated that said person was authorized to
execute the instrument and acknowledged it as the ________________ of KENYON
CENTER LLC, the limited liability company that executed the within and foregoing
instrument, to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument.

     

    Dated
this _____ day of __________, 2009.

     

    
      
        	
                  

              
	 
      
	
                  

              
	
                (print
      or type name)

              
	
                NOTARY
      PUBLIC in and for the State of

              
	
                __________,
      residing at __________

              
	
                My
      Commission
expires:  __________

              


      

    

     

    [Seal or
Stamp]


    
      
         


      

      
        51

        
          

        

      

      
         


      

    

     

    
      	
              STATE
      OF ____________

            	
              )

            
	 
      	
              )  ss.

            
	
              COUNTY
      OF __________

            	
              )

            


    

     

    I certify
that I know or have satisfactory evidence that ____________________ is the
person who appeared before me, and said person acknowledged that said person
signed this instrument, on oath stated that said person was authorized to
execute the instrument and acknowledged it as the ________________ of ITEX
CORPORATION, the corporation that executed the within and foregoing instrument,
to be the free and voluntary act of such party for the uses and purposes
mentioned in the instrument.

     

    Dated
this _____ day of __________, 2009.

     

    
      
        	
                  

              
	 
      
	
                  

              
	
                (print
      or type name)

              
	
                NOTARY
      PUBLIC in and for the State of

              
	
                __________,
      residing at __________

              
	
                My
      Commission
expires:  __________

              


      

    


    
      
         


      

      
        52

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    LEGAL
DESCRIPTION OF COMPLEX

    


    All that
certain land situated in the County of King, State of Washington, and described
as follows:

    


    Lots 1
and 2, Block I, CC&F I-90 Bellevue Business Park, Division No. 1, according
to the Plat recorded in Volume 121 Plats, Pages 1-2-3, in King County,
Washington.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    PLAN
OF THE COMPLEX

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
C

    


    FLOOR
PLAN OF THE LEASED PREMISES

    


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
D

    


    CONSTRUCTION
OBLIGATIONS

    


    As soon
as reasonably possible after the execution of the Lease, Lessor shall, at
Lessor’s sole cost and expense, construct the tenant improvements identified in
and in accordance with the drawings prepared by JPC Architects dated August 25,
2009 and the corresponding cost estimate prepared by Foushee and Associates
dated September 3, 2009, which have been approved by both Lessor and Lessee in
writing ("Tenant
Improvements").  To the extent possible on a commercially
reasonable basis, Lessor shall cause the construction of the Tenant Improvements
to occur outside normal business hours.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
E

    


    ACKNOWLEDGEMENT
OF COMMENCEMENT

    


    This
Acknowledgement of Commencement is made as of _______________, 2010, with
reference to that certain Lease Agreement (hereinafter referred to as the
"Lease") dated _____________, 2009, by and between Kenyon Center, LLC, as
"Lessor" therein, and ___________________ as "Lessee", for the Leased Premises
situated at ________________________________________.

    


    The
undersigned hereby confirms the following:

    


    1.           That
the Lessee accepted possession of the Leased Premise on _______________, 2010
and acknowledges that the Leased Premises are as represented by Lessor and in
good order, condition and repair, and that the improvements, if any, required to
be constructed for Lessee by Lessor under the Lease have been so constructed and
are satisfactorily completed in all respects.

    


    2.           That
all conditions of said Lease to be performed by Lessor prerequisite to the full
effectiveness of said Lease have been satisfied and that the Lessor has
fulfilled all of its duties of an inducement nature.

    


    3.           That
in accordance with the provisions of said Lease the commencement date of the
Term is ________________________ , and that, unless sooner terminated, the
original Term thereof expires on ________________________.

    


    4.           That
said Lease is in full force and effect and that the same represents the entire
agreement between Lessor and Lessee concerning said Lease.

    


    5.           That
there are no existing defenses which Lessee has against the enforcement of said
Lease by Lessor, and no offsets or credits against rentals.

    


    6.           That
the minimum rental obligation of said Lease is presently in effect and that all
rentals, charges and other obligations on the part of Lessee under said lease
commenced to accrue on _____________________.

    


    7.           That
the undersigned has not made any prior assignment, hypothecation or pledge of
said Lease or of the rents hereunder.

    


    LESSEE:

    


    
      
        	
                By:

              	
                  

              


      

    

    


    
      
        	
                Date:

              	
                  

              


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    EXHIBIT
F

    


    RULES
AND REGULATIONS

    


    1.           No
sign, placard, picture, advertisement, name or notice shall be inscribed,
displayed or printed or affixed on the Building or to any part thereof, or which
is visible from the outside of the Building, without the written consent of
Lessor, first had and obtained and Lessor shall have the right to remove any
such sign, placard, picture, advertisement, name or notice without notice to and
at the expense of Lessee.  All approved signs or lettering on doors
shall be printed, affixed or inscribed at the expense of Lessee by a person
approved by Lessor.

    


    2.           If
a directory is located at the Building, it is provided exclusively for the
display of the name and location of Lessee only and Lessor reserves the right to
exclude any other names therefrom.

    


    3.           The
sidewalks, passages, exits, entrances, and stairways in and around the Building
shall not be obstructed by Lessee or used by it for any purpose other than for
ingress to and egress from the Premises.  The
passages,  exits, entrances, stairways and roof are not for the use of
the general public and Lessor shall in all cases retain the right to control and
prevent access thereto by all persons whose presence in the judgement of Lessor
shall be prejudicial to the safety, character, reputation and interests of the
Building and its tenants, provided that nothing herein contained shall be
construed to prevent such access to persons with whom Lessee normally deals in
the ordinary course of  Lessee's business unless such persons are
engaged in illegal activities.  Neither Lessee nor any employees or
invitees of Lessee shall go upon the roof of the Building.

    


    4.           Lessee
shall not be permitted to install any additional lock or locks on any door in
the Building unless written consent of Lessor shall have first been
obtained.  Two keys will be furnished by Lessor for every
room.

    


    5.           The
toilets and urinals shall not be used for any purpose other than those for which
they were constructed, and no rubbish, newspapers or other substances of any
kind shall be thrown into them.  Waste and excessive or unusual use of
water shall not be allowed.  Lessee shall be responsible for any
breakage, stoppage or damage resulting from the violation of this rule by Lessee
or its employees or invitees.

    


    6.           Lessee
shall not overload the floor of the Leased Premises or mark, drive nails, screw
or drill into the partitions, woodwork or plaster or in any way deface the
Leased Premises or any part thereof.

    


    7.           Lessee
shall not use, keep or permit to be used or kept any foul or noxious gas or
substance in the Premises, or permit or suffer the Premises to be occupied or
used in any manner offensive or objectionable to Lessor or other occupants of
the Building by reason of noise, odors and/or vibrations, or interfere in any
way with Lessees or those having business therein.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    8.           The
Leased Premises shall not be used for the storage of merchandise, for washing
clothes, for lodging, or for any improper, objectionable or immoral
purposes.

    


    9.           Lessee
shall not use or keep in the Leased Premises or the Building any kerosene,
gasoline, or inflammable or combustible fluid or material, or use any method of
heating or air conditioning other than that supplied by Lessor.

    


    10.           Lessor
will direct electricians as to the manner and location in which telephone and
telegraph wires are to be introduced.  No boring or cutting for wires
will be allowed without the consent of Lessor.  The location of
telephones, call boxes, and other office equipment affixed to the Premises shall
be subject to the approval of Lessor.

    


    11.           Lessee
shall not lay linoleum, tile, carpet or other similar floor covering so that the
same shall be affixed to the floor of the Leased Premises in any manner except
as approved by Lessor.  The expense of repairing any damage resulting
from a violation of this rule or removal of any floor covering shall be borne by
Lessee.

    


    12.           Any
window covering desired by Lessee shall be approved by Lessor.

    


    13.           Lessor
reserves the right to exclude or expel from the Building any person who, in the
judgement of Lessor, is intoxicated or under the influence of liquor or drugs,
or who shall in any manner do any act in violation of the rules and regulations
of the Building.

    


    14.           Canvassing,
soliciting and peddling is prohibited in the Building and Lessee shall cooperate
to prevent the same.  Lessee shall not disturb, solicit, or canvass
any occupant of the Building.

    


    15.           Without
the written consent of Lessor, Lessee shall not use the name of the Building in
connection with or in promoting or advertising the business of Lessee except as
Lessee's address.

    


    16.           Lessee
shall not permit any contractor or other person making any alterations,
additions or installations within the Leased Premises to use the hallways,
lobby, or corridors as storage or work areas without the prior written consent
of Lessor.  Lessee shall be liable for and shall pay the expense of
any additional cleaning or other maintenance required to be performed by Lessor
as a result of the transportation or storage of material or work performed
within the Building by or for Lessee.

    


    17.           Lessee
shall be entitled to use parking spaces as mutually agreed upon between Lessee
and Lessor subject to such reasonable conditions and regulations as may be
imposed from time to time by Lessor.  Lessee agrees that vehicles of
Lessee or its employees or agents shall not park in driveways nor occupy parking
spaces or other areas reserved for any use such as Visitors, Delivery, Loading,
or other tenants.  Lessor or its agents shall have the right to cause
or be removed any car of Lessee, its employees or agents, that may be parked in
unauthorized areas, and Lessee agrees to save and hold harmless Lessor, its
agents and employees from any and all claims, losses, damages and demands
asserted or arising in respect to or in connection with the removal of any such
vehicle.  Lessee, its employees, or agents shall not park campers,
trucks or cars on the Building parking areas overnight or over
weekends.  Lessee will from time to time, upon request of Lessor,
supply Lessor with a list of license plate numbers of vehicles owned or operated
by its employees and agents.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    18.           Lessor
is not responsible for the violation of any rule contained herein by any
tenants.

    


    19.           Lessor
may waive any one or more of these rules for the benefit of any particular
tenant, but no such waiver shall be construed as a waiver of Lessor's right to
enforce these rules against any or all tenants occupying the
Building.

    


    20.           Lessee
is responsible for purchasing and installing a security system if required by
law or ordinance.  The cost of purchasing , installing, maintaining
and operating any such system shall be at the sole cost and expense of
Lessee.

    


    21.           The
display, carrying, and use of pistols, rifles, shotguns and other firearms is
prohibited in and about the Building , the parking lots and other common areas,
except for authorized municipal, state and federal law enforcement
personnel.  Lessee and its employees, agents and invitees shall not
display, carry or use any firearms within the Building, parking lots or other
common areas.

    


    22.           Lessor
reserves the right to make modifications hereto and such other and further rules
and regulations as in its sole judgement may be required for the safety, care
and cleanliness of the Leased Premises and the Building and for the preservation
of good order therein.  Lessee agrees to abide by all such rules and
regulations.

    



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ADDENDUM
TO LEASE AGREEMENT

    


    Between

    


    KENYON
CENTER, LLC (“Lessor”)

    


    and
ITEX CORPORATION (“Lessee”)

    


    THIS
ADDENDUM (“Addendum”) is executed concurrently with and amends the Lease between
KENYON CENTER, LLC, as Lessor, and ITEX CORPORATION, as Lessee, dated as of
October 20, 2009 for the property known as the Kenyon Center.  In the
event of any conflict between the terms of the Lease and this Addendum, the
terms of this Addendum shall control.

    


    I.           Option to Extend the Terms –
Negotiated Rental

    


    1.           Notice to
Exercise.  Lessee shall have the right to extend the initial
term hereof for one additional period of three (3) years (“Extended Term”) upon
the same terms and conditions as stated herein, except for Minimum Monthly
Rent.  Minimum Monthly Rent for the option period shall be at the
higher of (a) Fair Market Rental, as defined and determined below, or (b) the
Minimum Monthly Rent in effect immediately prior to the commencement date of the
Extended Term.  Lessee must exercise its right, if at all, by written
notification (the “Notice of Exercise”) to Lessor not less than nine (9) months
prior to the expiration of the initial term, provided that Lessee is not then in
default of any of the provisions of this Lease beyond any applicable notice and
cure period.

    


    2.           Options are
Personal.  The option to extend granted herein is personal to
original Lessee executing this Lease, or such Transferee where Lessor’s consent
is not required, and notwithstanding anything to the contrary contained in the
Lease, the rights contained in this Addendum are not assignable or transferable
by such original Lessee except to such Transferee when Lessor’s consent is not
required.  Lessor grants the rights contained herein to Lessee in
consideration of Lessee’s strict compliance with the provisions hereof,
including, without limitation, the manner of exercise of this
option.

    


    3.           Fair Market
Rental.  The term “Fair Market Rental” means the Minimum
Monthly Rent chargeable for the Leased Premises as of the date of the
commencement of such Extended Term, determined pursuant to the procedures
hereinafter set forth with reference to rental rates being charged a lessee
entering into a lease renewal for comparable space as to location,
configuration, size and use, in a comparable building as to quality, reputation
and age (excluding improvements made to the Leased Premises at Lessee’s expense)
which is located in the Bellevue, Washington area, with a comparable build-out
and a comparable term assuming Lessee will continue to pay its Pro Rata Percent
of Operating Costs in accordance with the terms and conditions of this
Lease.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    The Fair Market Rental evaluation may
include provision for further rent adjustments during the Extended Term if such
adjustments are commonly required in the market place for similar types of
leases.

    


    4.           Determination of Fair Market
Rent.  Upon exercise of the right to extend the term, and
included within the Notice of Exercise, Lessee shall notify Lessor of its
opinion of Fair Market Rental as above defined for the Extended
Term.  If Lessor disagrees with Lessee’s opinion of the Fair Market
Rental and believes the Fair Market Rental would be higher than the Minimum
Monthly Rent in effect immediately prior to the commencement date of the
Extended Term , it shall so notify Lessee (“Lessor’s Value Notice”) within
thirty (30) days after receipt of Lessee’s Notice of Exercise.  If the
parties are unable to resolve their differences within ten (10) business days
thereafter, Lessee may withdraw its Notice of Exercise (in which case the term
of this Lease shall not extend).  If Lessee does not withdraw its
Notice of Exercise but does send Lessor notice that it does not agree to
Lessor’s Value Notice, either party may apply for Arbitration as provided
below.  If neither party applies for Arbitration and Lessee has not
withdrawn its Notice of Exercise within ten (10) business days after receipt by
Lessee of Lessor’s Value Notice, Lessee shall be bound to the Fair Market Rental
stated in Lessor’s Value Notice.  Should either party elect to
arbitrate, and if the arbitration is not concluded before the commencement of
the Extended Term, Lessee shall pay Minimum Monthly Rent to Lessor in an amount
equal to the Fair Market Rental set forth in Lessor’s Value Notice, until the
Fair Market Rental is determined in accordance with the arbitration provisions
hereof (“Arbitration”).  If the Fair Market Rental as determined by
Arbitration differs from that stated in Lessor’s Value Notice, then any
adjustment required to correct the amount previously paid by Lessee shall be
made by payment by the appropriate party within thirty (30) days after the
determination of Fair Market Rental by Arbitration has been concluded, as
provided herein.  Lessee shall be obligated to make payment during the
entire Extended Term of the Minimum Monthly Rent determined in accordance with
the Arbitration procedures hereunder.

    


    5.           Arbitration.  In
the event either party seeks Arbitration of Fair Market Rental under the
provisions hereof for the Extended Term, the other party shall be bound to
submit the matter for determination by Arbitration.  The Arbitration
shall be conducted and determined in the County where the Leased Premises are
located.

    


    6.           Demand for
Arbitration.  A party demanding Arbitration hereunder shall
make its demand in writing (“Demand Notice”) within ten (10) business days after
service of Lessor’s Value Notice and provided Lessee has not withdrawn its
Notice of Exercise.  A copy of the Demand Notice shall be sent to the
President of the Real Estate Board for the county in which the Leased Premises
are located.  If there is no Real Estate Board or Board President for
the county in which the premises are located, then a copy of the Demand Notice
shall be sent to the Presiding Judge of the highest trial court in such county
for the state in which the Leased Premises are located.  The Board
President, or Presiding Judge, whichever is applicable, is hereinafter referred
to as the “Appointer”.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    The Appointer, acting in his personal,
private capacity, shall appoint within ten (10) days thereafter a disinterested,
independent real estate appraiser who is a member of the American Institute of
Real Estate Appraisers with at least seven (7) years experience appraising
properties in the same county for the general type of use to which the Leased
Premises are devoted under the terms of this Lease, i.e., Shopping Center,
Office, Retail.  The Arbitrator shall be a person who would be
qualified to serve as an expert witness and to give opinion testimony addressed
to the issue in a court of competent jurisdiction.  Such a party is
hereinafter referred to as the “Arbitrator”.  The parties may,
however, before sending the Demand Notice to the Appointer, mutually agree upon
an Arbitrator of their own choice, in which event such appointment shall nullify
the necessity of appointment of an Arbitrator by an Appointer. 

    


    7.           Decision of the
Arbitrator.  The Arbitrator so selected shall, within twenty
(20) days after his appointment, state in writing his determination as to
whether Lessor’s valuation, or Lessee’s valuation of Fair Market Rental, most
closely approximates his own.  The Arbitrator may not state his own
opinion of Fair Market Rental, but is strictly limited to the selection of
Lessor’s Fair Market Rental evaluation as stated in Lessor’s Value Notice or
Lessee’s Fair Market Rental evaluation as stated in the Notice of
Exercise.  The Arbitrator shall have the right to consult experts and
competent authorities with factual information or evidence pertaining to a
determination of Fair Market Rental, but any such consultation shall be made in
the presence of both parties with full right to cross examine.  The
Arbitrator shall have no right to propose a middle ground or any modification of
either of the proposed valuations, and shall have no power to modify the
provisions of this Lease.  The valuation so chosen as most closely
approximating that of the Arbitrator shall constitute the decision of the
Arbitrator and shall render a decision and award in writing, with counterpart
copies to each party and judgment thereon may be entered in any court of
competent jurisdiction.

    


    8.           Successor
Arbitrator:  Fees and Expenses:  In the event of
failure, refusal, or inability of the Arbitrator to act in a timely manner, a
successor shall be appointed in the same manner as such Arbitrator was first
chosen hereunder.  The fees and expenses of the Arbitrator and the
administrative hearing fee, if any, shall be divided equally between the
parties.  Each party shall bear its own attorneys’ fee and other
expenses including fees for witnesses in presenting evidence to the
Arbitrator.

    


    II.           Early
Termination:

    


    Tenant
shall have a one-time option to terminate this Lease effective as of the first
day of the thirty-seventh (37th) month
to the Lease Term, by providing at least nine (9) months advance written notice
to Landlord.  For the early termination to take effect, Tenant must
pay to Landlord a termination fee on or before the date of early termination,
which termination fee shall equal the unamortized balance of (a) all leasing
commissions paid by Lessor, and (b) the Tenant Improvement cost paid by Lessor,
calculated over the initial Term of the Lease using an per annum interest rate
of eight percent (8%) per annum compounded annually.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    III.           Parking:

    


    Lessor
will maintain and Lessee shall have the right to use twenty-eight (28) parking
spaces, including four (4) covered and reserved stalls.  The parking
spaces shall be provided at no additional cost to Lessee.

    


    
      
        	
                LESSOR:

              	 
      	
                LESSEE:

              
	 
      	 
      	 
      
	
                KENYON
      CENTER LLC,

              	 
      	
                ITEX
      CORPORATION,

              
	
                a
      Washington limited liability company

              	 
      	
                a
      Nevada corporation

              
	 
      	 
      	 
      
	
                By:

              	
                /s/ Nick Westlund

              	 
      	
                By:

              	
                /s/ Steven White

              
	
                Name: Nick Westlund

              	 
      	
                Name:
      Steven White

              
	
                Title:
      Manager

              	
                  

              	
                Title:
      CEO