Medical Dental Building Lease Agreement between Onvia and GRE 509 Olive LLC


    Exhibit
      10.12

     

    MEDICAL
      DENTAL BUILDING

    LEASE
      AGREEMENT

     

    


     

    


     

    


     

    BETWEEN

     

    GRE
      509 OLIVE LLC,

     

    LANDLORD

     

    AND

     

    ONVIA,
      INC.,

     

    TENANT

     

    


     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


     

    
      
        	 	 	
                Page

              
	 	 	 
	
                Article
                  1
                  PREMISES

              	
                4

              
	
                1.1

              	
                Construction;
                  Suitability

              	
                4

              
	
                1.2

              	
                Location

              	
                4

              
	
                1.3

              	
                Rooftop
                  Antenna

              	
                5

              
	
                1.4

              	
                Access

              	
                5

              
	
                1.5

              	
                Right
                  of First Offer

              	
                5

              
	
                1.6

              	
                Delay
                  in Delivery

              	
                6

              
	
                1.7

              	
                Exhibits

              	
                6

              
	
                Article
                  2
                  BUSINESS RIGHTS AND RESTRICTIONS

              	
                7

              
	
                2.1

              	
                Use

              	
                7

              
	
                2.2

              	
                Restrictions

              	
                7

              
	
                Article
                  3
                  TERM

              	
                7

              
	
                3.1

              	
                Duration

              	
                7

              
	
                3.2

              	
                Option
                  to Extend

              	
                8

              
	
                3.3

              	
                Extended
                  Term Minimum Monthly Rent

              	
                8

              
	
                Article
                  4
                  RENT

              	
                9

              
	
                4.1

              	
                Payment

              	
                9

              
	
                4.2

              	
                Lease
                  Year

              	
                9

              
	
                Article
                  5
                  COMMON AREA

              	
                9

              
	
                5.1

              	
                Definition

              	
                9

              
	
                5.2

              	
                Use

              	
                9

              
	
                5.3

              	
                Maintenance
                  and Operation

              	
                9

              
	
                5.4

              	
                Records

              	
                10

              
	
                5.5

              	
                Tenant’s
                  Contribution

              	
                11

              
	
                5.6

              	
                Operation
                  and Control

              	
                11

              
	
                5.7

              	
                Obstructions

              	
                12

              
	
                5.8

              	
                Allocation
                  of Expenses; Gross Up

              	
                12

              
	
                Article
                  6
                  TAXES

              	
                12

              
	
                6.1

              	
                Personal
                  Property Taxes

              	
                12

              
	
                6.2

              	
                Real
                  Property Taxes

              	
                12

              
	
                6.3

              	
                Business
                  Taxes

              	
                13

              
	
                6.4

              	
                Substitute
                  and Additional Taxes

              	
                13

              
	
                6.5

              	
                Commercial
                  Rent Tax

              	
                13

              
	
                Article
                  7
                  UTILITIES AND SERVICES

              	
                13

              
	
                7.1

              	
                Utilities
                  and Services

              	
                13

              
	
                7.2

              	
                Payment

              	
                14

              
	
                7.3

              	
                Interruptions

              	
                15

              
	
                Article
                  8
                  REPAIRS AND ALTERATIONS

              	
                15

              
	
                8.1

              	
                Landlord’s
                  Repairs

              	
                15

              
	
                8.2

              	
                Tenant’s
                  Repairs

              	
                15

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	 	
              Page

            
	 	 	 
	
              8.3

            	
              Alterations

            	
              15

            
	
              8.4

            	
              General
                Conditions

            	
              16

            
	
              8.5

            	
              Americans
                with Disabilities Act Compliance

            	
              17

            
	
              Article
                9
                INSURANCE

            	
              17

            
	
              9.1

            	
              Use
                Rate

            	
              17

            
	
              9.2

            	
              Liability
                Insurance

            	
              17

            
	
              9.3

            	
              Worker’s
                Compensation Insurance

            	
              17

            
	
              9.4

            	
              Property
                Insurance/Business Income

            	
              18

            
	
              9.5

            	
              Waiver
                of Subrogation

            	
              18

            
	
              9.6

            	
              General
                Requirements

            	
              18

            
	
              9.7

            	
              Blanket
                Insurance

            	
              19

            
	
              Article
                10
                DAMAGE AND RESTORATION

            	
              19

            
	
              10.1

            	
              Damage
                and Destruction of the Premises

            	
              19

            
	
              10.2

            	
              Damage
                or Destruction of Property

            	
              20

            
	
              10.3

            	
              Tenant’s
                Work

            	
              20

            
	
              10.4

            	
              Limitation
                of Obligations

            	
              20

            
	
              10.5

            	
              Damage
                or Destruction at End of Term

            	
              21

            
	
              10.6

            	
              Waiver

            	
              21

            
	
              Article
                11
                SECURITY DEPOSIT; LETTER OF CREDIT

            	
              21

            
	
              11.1

            	
              Security
                Deposit

            	
              21

            
	
              11.2

            	
              Letter
                of Credit

            	
              21

            
	
              Article
                12
                EMINENT DOMAIN

            	
              22

            
	
              12.1

            	
              Definition

            	
              22

            
	
              12.2

            	
              Total
                Taking

            	
              23

            
	
              12.3

            	
              Partial
                Taking of Premises

            	
              23

            
	
              12.4

            	
              Common
                Area Taking

            	
              23

            
	
              12.5

            	
              Repair
                and Restoration

            	
              23

            
	
              12.6

            	
              Award

            	
              23

            
	
              12.7

            	
              Waiver

            	
              23

            
	
              Article
                13
                INDEMNITY; WAIVER

            	
              24

            
	
              13.1

            	
              Indemnification
                and Waivers

            	
              24

            
	
              Article
                14
                OPERATION OF BUSINESS

            	
              26

            
	
              Article
                15
                SIGNS AND ADVERTISING

            	
              26

            
	
              15.1

            	
              General

            	
              26

            
	
              15.2

            	
              Directory
                Board

            	
              27

            
	
              15.3

            	
              Elevator
                Lobby; Suite Entry Signage

            	
              27

            
	
              Article
                16
                LIENS

            	
               

            	
              27

            
	
              Article
                17
                RIGHT OF ENTRY

            	
              27

            
	
              Article
                18
                DELAYING CAUSES

            	
              28

            
	
              Article
                19
                ASSIGNMENT AND SUBLEASE

            	
              28

            


    


    

       

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    

      
        	 	 	
                Page

              
	 	 	 
	
                19.1

              	
                Consent
                  Required

              	
                28

              
	
                19.2

              	
                Request
                  For Consent

              	
                29

              
	
                19.3

              	
                Recapture

              	
                29

              
	
                19.4

              	
                General
                  Conditions

              	
                29

              
	
                19.5

              	
                Transfer
                  to a Subsidiary

              	
                29

              
	
                19.6

              	
                Transfer
                  Pursuant to Bankruptcy Code

              	
                30

              
	
                Article
                  20
                  NOTICES

              	
                30

              
	
                Article
                  21
                  SURRENDER OF POSSESSION

              	
                30

              
	
                21.1

              	
                Surrender

              	
                30

              
	
                21.2

              	
                Holding
                  Over

              	
                31

              
	
                Article
                  22
                  QUIET ENJOYMENT

              	
                31

              
	
                Article
                  23
                  SUBORDINATION

              	
                31

              
	
                Article
                  24
                  ESTOPPEL CERTIFICATE; FINANCIAL STATEMENTS

              	
                31

              
	
                Article
                  25
                  DEFAULT

              	
                32

              
	
                25.1

              	
                Default

              	
                32

              
	
                25.2

              	
                Remedies

              	
                33

              
	
                25.3

              	
                Interest

              	
                35

              
	
                Article
                  26
                  INSOLVENCY

              	
                35

              
	
                26.1

              	
                Breach
                  of Lease

              	
                35

              
	
                26.2

              	
                Operation
                  of Law

              	
                35

              
	
                26.3

              	
                Non-Waiver

              	
                36

              
	
                26.4

              	
                Events
                  of Bankruptcy

              	
                36

              
	
                26.5

              	
                Landlord’s
                  Remedies

              	
                36

              
	
                Article
                  27
                  REMEDIES CUMULATIVE

              	
                37

              
	
                Article
                  28
                  ATTORNEY’S FEES

              	
                37

              
	
                Article
                  29
                  LIABILITY OF MANAGER

              	
                37

              
	
                Article
                  30
                  NO
                  PARTNERSHIP

              	
                38

              
	
                Article
                  31
                  SUBTENANCIES

              	
                38

              
	
                Article
                  32
                  SUCCESSORS

              	
                38

              
	
                Article
                  33
                  REMOVAL OF TENANT’S PERSONAL PROPERTY

              	
                38

              
	
                Article
                  34
                  EFFECT OF CONVEYANCE

              	
                39

              
	
                Article
                  35
                  LANDLORD’S DEFAULT; NOTICE TO LENDER

              	
                39

              
	
                35.1

              	
                Landlord’s
                  Default

              	
                39

              
	
                35.2

              	
                Notice
                  to Lender

              	
                39

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	 	
              Page

            
	 	 	 
	
              35.3

            	
              Independent
                Covenants; Limitation of Remedies and Landlord’s Liability

            	
              39

            
	
              Article
                36
                RESERVED

            	
              40

            
	
              Article
                37
                INTERPRETATION

            	
              40

            
	
              Article
                38
                ENTIRE INSTRUMENT

            	
              40

            
	
              Article
                39
                EASEMENTS; RECORDING

            	
              40

            
	
              Article
                40
                SALE BY LANDLORD

            	
              41

            
	
              Article
                41
                SECURITY MEASURES

            	
              41

            
	
              Article
                42
                RESERVED

            	
              41

            
	
              Article
                43
                CHOICE OF LAW; WAIVER OF TRIAL BY JURY

            	
              41

            
	
              Article
                44
                HAZARDOUS SUBSTANCES

            	
              42

            
	
              44.1

            	
              Tenant’s
                Indemnity

            	
              42

            
	
              44.2

            	
              Covenant

            	
              42

            
	
              44.3

            	
              Definitions

            	
              42

            
	
              44.4

            	
              Breach
                of Obligations

            	
              42

            
	
              44.5

            	
              Handling;
                Notices

            	
              43

            
	
              44.6

            	
              Landlord’s
                Indemnity

            	
              44

            
	
              Article
                45
                AUTHORITY

            	
              44

            
	
              Article
                46
                BROKERS

            	
              44

            
	
              Article
                47
                TENANT REPRESENTATION

            	
              44

            


    

    


    


    


    


    



    
      
        
          -
            -

          


        

        
        

      

      
        1

        
          

        

      

      
        
        

        
        

      

    



    MEDICAL
      DENTAL BUILDING

    LEASE
      AGREEMENT

    (Base
      Year)

    


    Landlord
      hereby leases to Tenant and Tenant hereby leases and accepts from Landlord
      the
      premises hereinafter described in the terms and conditions set forth in this
      Lease Agreement, hereinafter called “this Lease”.

    BASIC
      LEASE PROVISIONS

    


    
      	
              A.

            	
              Lease
                Date:

            	
              July
                31, 2007

            


    

    


    
      	
              B.

            	
              Landlord:

            	
              GRE
                509 OLIVE LLC

            


    

    


    
      	
              C.

            	
              Tenant:

            	
              Onvia,
                Inc. 

            


    

    


    D. Reserved

    


    
      	
              E.

            	
              Property/Building:

            	
              The
                project including parking facilities on property particularly described
                Exhibit “A”
                (the “Property”),
                commonly known as the Medical Dental Building; (the “Building”),
                located at 509 Olive Way, Seattle, King County, Washington 98101.
                

            


    

    


    
      	
              F.

            	
              Premises
                Rentable Area:

            	
              The
                area shown on Exhibit “B,”
                containing approximately 35,000 rentable square feet (“RSF”),
                known as Suites 400 and 501, located on the 4th&
                5th
                floors of the Building.

            


    

    


    
      	
              G.

            	
              Building
                Rentable Area:

            	
              293,916
                RSF.

            


    

    


    
      	
              H.

            	
              Tenant’s
                Pro Rata Share:

            	
              11.91%

            


    

    


    
      	
              I.

            	
              Permitted
                Use:

            	
              Solely
                for use for general office and call center purposes and for no other
                use
                or purpose.

            


    

    


    
      	
              J.

            	
              Initial
                Term:

            	
              Approximately
                ninety-three (93) months, commencing on the Lease Commencement Date
                and
                terminating on the Expiration Date.

            


    

    


    
      	
              K.

            	
              Extension
                Option:

            	
              One
                (1) option of five (5) years (the “Extended
                Term”).
                The Initial Term, together with the Extended Term if duly exercised
                by
                Tenant, are referred to collectively in this Lease as the “Lease
                Term”.

            


    

    


    
      	
              L.

            	
              Possession
                Date(s):

            	
              The
                date as to each portion of the Premises on which Landlord provides
                access
                thereto to Tenant so that Tenant may enter thereon and perform the
                Tenant’s Work described in Exhibit
                “C”
                attached hereto. The projected Possession Dates are as follows:
                4th
                floor by August 20, 2007; 5th
                floor (excluding Suite 550) by October 1, 2007; Suite 550 by November
                15,
                2007.

            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	
              M.

            	
              Lease
                Commencement Date:

            	
              The
                later
                to
                occur of (i) the date that is one hundred twenty (120) days after
                the
                actual Possession Date as to the 5th
                floor portion of the Premises, excluding Suite 550, or (ii) January
                1,
                2008. 

            


    

    


    
      	
              N.

            	
              Expiration
                Date: 

            	
              11:59 p.m.
                on the last day of the ninety-third (93rd)
                calendar month following the month in which the Lease Commencement
                Date
                occurs. 

            


    

    


    O.
       Minimum
      Rent

    
      	 	
              Commencement
                Date: 

            	
              The
                Lease Commencement Date. 

            


    

    


    P. Minimum
      Monthly Rent:

    
      	
              Lease
                Months

            	 	
              Premises
                Area (RSF)

            	 	
              Annual
                Minimum Rental Rate

            	 	
              Annual
                Minimum Rent

            	 	
              Minimum
                Monthly Rent

            	 
	
              1-9

            	 	
              35,000
                

            	 	
              Abated

            	 	
              Abated
                

            	 	
              Abated
                

            	 
	
              10-12

            	 	 	
              35,000
                

            	 	
              $

            	
              25.00

            	 	
              $

            	
              875,000.00

            	 	
              $

            	
              72,916.67

            	 
	
              13-24

            	 	 	
              35,000
                

            	 	
              $

            	
              25.75

            	 	
              $

            	
              901,250.00

            	 	
              $

            	
              75,104.17

            	 
	
              25-36

            	 	 	
              35,000
                

            	 	
              $

            	
              26.52

            	 	
              $

            	
              928,287.50

            	 	
              $

            	
              77,357.29

            	 
	
              37-48

            	 	 	
              35,000
                

            	 	
              $

            	
              27.32

            	 	
              $

            	
              956,136.13

            	 	
              $

            	
              79,678.01

            	 
	
              49-60

            	 	 	
              35,000
                

            	 	
              $

            	
              28.14

            	 	
              $

            	
              984,820.21

            	 	
              $

            	
              82,068.35

            	 
	
              61-72

            	 	 	
              35,000
                

            	 	
              $

            	
              28.98

            	 	
              $

            	
              1,014,364.82

            	 	
              $

            	
              84,530.40

            	 
	
              73-84

            	 	 	
              35,000
                

            	 	
              $

            	
              29.85

            	 	
              $

            	
              1,044,795.76

            	 	
              $

            	
              87,066.31

            	 
	
              85-93

            	 	 	
              35,000
                

            	 	
              $

            	
              30.75

            	 	
              $

            	
              1,076,139.63

            	 	
              $

            	
              89,678.30

            	 


    

    


    
      	
              Q.

            	
              Security
                Deposit:

            	
              $538,069.80
                

            


    

    


    
      	
              R.

            	
              Base
                Year:

            	
              Calendar
                year 2008.

            


    

    


    
      	
              S.

            	
              Parking:

            	
              Landlord
                shall provide and Tenant shall pay for thirty (30) unreserved parking
                spaces in the underground parking garage serving the Building, at
                market
                rates then being charged by the operator thereof and all taxes applicable
                thereto.

            


    

    


    T. Landlord’s
      Address for Notices: 
      c/o
      Goodman Real Estate, Inc. 

    509
      Olive
      Way, Suite 1062

    Seattle,
      WA 98101

    
      	 	 	
              Attention:
                Tim Dickerson

            


    

    


    U. Landlord’s
      Address for Rent

    
      	 	
              Payments:

            	
              c/o
                Goodman Real Estate, Inc. 

            


    

    
      	 	 	
              509
                Olive Way, Suite 1062

            


    

    Seattle,
      WA 98101

    
      	 	 	
              Attention:
                Tim Dickerson

            


    

    


    
      	
              V.

            	
              Tenant’s
                Address for Notices:

            	 


    

    


    Prior
      to
      the Commencement

    
      	 	
              Date:

            	
              1260
                Mercer Street

            


    

    
      	 	 	
              Seattle,
                WA 98109

            


    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    
      	 	 	
              Attn:
                SoYoung Kwon

            


    

    


    After
      the
      Commencement

    
      	 	
              Date:

            	
              The
                Premises

            


    

    


    
      	
              W.

            	
              Landlord’s
                Broker:

            	
              CB
                Richard Ellis, Inc. 

            


    

    


    
      	
              X.

            	
              Tenant’s
                Broker: 

            	
              The
                Staubach Company

            


    

    


    


    ARTICLE
      1

     

    


     

    PREMISES

     

    1.1 Construction;
      Suitability

     

    The
      initial improvements to the Premises shall be constructed pursuant to
Exhibit “C”
      attached
      hereto. Landlord shall have no other obligation to perform any construction
      or
      other work to the interior or exterior of the Premises or elsewhere at the
      Property unless expressly set forth in Exhibit “C”.
      Except
      as expressly provided herein, Tenant acknowledges that neither Landlord, nor
      any
      agent or representative of Landlord, has made any representation or warranty
      with respect to the suitability of the Premises for the use set forth in the
      Basic Lease Provisions, and that Tenant has entered into this Lease based solely
      upon its own investigation and inspection of the Property and the Premises.
      Landlord does not represent, and Tenant does not rely on the fact that any
      specific tenant or tenants will occupy space in the Property during the Term
      of
      this Lease. Landlord reserves and excepts from the Premises the roof and
      exterior walls of the Building of which the Premises are a part.

     

    1.2 Location

     

    The
      parties acknowledge that Exhibit “A”
      describes the current perimeter of the Property and sets forth a general layout
      of the Property, and shall not be deemed a representation by Landlord that
      the
      Property shall always be constructed as indicated thereon or that any tenants
      or
      occupants designated by name or nature of business thereon shall conduct
      business in the Property during the Term of this Lease; and, subject to
      compliance with all applicable laws and governmental requirements and provided
      that there is reasonable access to the Premises, Landlord may in its sole
      discretion increase, decrease or change the number, location, and dimensions
      of
      the buildings, the premises therein, driving lanes, driveways, walkways, parking
      places and other improvements shown on Exhibit “A,”
      and
      Landlord reserves the right to make additions and alterations, including the
      addition of pay telephones, to all buildings constructed in the Property, and
      to
      change the name of the Building, the Property, or any of the other buildings
      thereon from time to time. References to “this Lease” include all exhibits and
      matters incorporated by reference as part of this Lease. In the event a portion
      of the Premises, Building, or Property is damaged or any other event or change
      occurs which alters the RSF of any or all of the foregoing, Landlord may
      appropriately adjust the foregoing areas and Tenant’s Pro Rata Share thereof.
      Following completion of any Landlord’s Work described in Exhibit
      “C”,
      Landlord
      shall remeasure the Premises and reserves the right to remeasured the Building
      in accordance with provisions of the Standard Method for Measuring Floor Area
      in
      Office Buildings published by the Building Owners and Managers Association
      (ANSI/BOMA Z65.1-1996) (the “BOMA Standard”) applicable to multi-tenant office
      buildings, to establish the RSF thereof, and appropriate adjustments (if any)
      shall be made to Minimum Monthly Rent, Tenant’s Pro Rata Share, and other terms
      of this Lease dependent on the RSF of the Premises and/or Building. Tenant
      shall
      be deemed to have accepted any such remeasurement and/or adjustment unless
      Tenant objects to same within thirty (30) days after receipt of notice thereof
      from Landlord. After the initial measurement of the Premises as described above,
      in the event of any additional change in the RSF of the Premises and/or Building
      caused by a change in the BOMA Standard or otherwise, the Minimum Monthly Rent
      shall not be increased by more than 102% of the amounts set forth in the Basic
      Lease Provisions as a result of any such remeasurement of the Building or
      Premises.

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    1.3 Rooftop
      Antenna

     

    Tenant
      may, at its risk and expense and at no additional rent, install the Satellite
      Dish (as hereinafter defined) and/or Antenna System (as hereinafter defined)
      on
      the roof of the Building in the area thereon designated by Landlord (the
“Satellite
      Dish Area”),
      which
      Satellite Dish Area shall contain approximately not more than 100 square feet
      of
      space (i.e., a 10 foot by 10 foot area), but which area shall permit the
      Satellite Dish and/or Antenna System to transmit and
      receive reception without interference. As
      used
      herein, the term “Satellite
      Dish”
shall
      mean the satellite dish and related wiring and equipment hereafter approved
      in
      writing by Landlord to be located within the Satellite Dish Area only, and
      the
      term “Antenna
      System”
shall
      mean the antenna system and related wiring and equipment hereafter approved
      in
      writing by Landlord to be located within the Satellite Dish Area and connected
      through the Building to the Premises. The Satellite Dish and/or Antenna System
      (a) may only be used by Tenant and any Permitted Transferee, and (b) shall
      not
      cause unacceptable load bearing burdens with respect to the applicable portions
      of the roof or otherwise impair the coverage of Landlord’s roof warranty.
      Neither the Satellite Dish nor the Antenna System shall be used for or on behalf
      of any persons or entities other than Tenant or any Permitted Transferee (i.e.,
      the Satellite Dish and Antenna System shall not be used for any commercial
      or
      other for-profit use which is not related to Tenant’s or a Permitted
      Transferee’s business). Prior to installing the Satellite Dish and/or Antenna
      System in the Satellite Dish Area, Tenant shall submit to Landlord for its
      approval plans and specifications which (1) specify in detail the design,
      location and size of the Satellite Dish or the equipment comprising the Antenna
      System, as applicable, and (2) are sufficiently detailed to allow for the
      installation of the Satellite Dish and/or Antenna System and in a good and
      workmanlike manner and in accordance with all laws applicable thereto. Prior
      to
      installing the Satellite Dish or the equipment comprising the Antenna System,
      as
      applicable, in the Satellite Dish Area, Tenant must also satisfy the following
      conditions precedent: (x) Tenant shall have obtained the written approval
      of Landlord required by the preceding sentence, which approval will not be
      unreasonably withheld, conditioned or delayed; and (y) Tenant shall have
      obtained and be maintaining all permits and/or approvals required by applicable
      laws with respect to the installation, maintenance and operation of the
      Satellite Dish and/or Antenna System and shall have provided Landlord with
      sufficient evidence of the existence of such permits and/or approvals. If Tenant
      satisfies the conditions precedent set forth above, Tenant shall install (in
      a
      good and workmanlike manner), maintain and use the Satellite Dish and/or Antenna
      System in accordance with all laws. Tenant will make no penetration through
      the
      roof of the Building without Landlord’s prior written consent, which consent
      will not be unreasonably withheld, conditioned or delayed. After installing
      the
      Satellite Dish and/or Antenna System, Tenant shall maintain all permits
      necessary for the maintenance and operation thereof and operate and maintain
      the
      same in such a manner so as not to unreasonably interfere with any other
      then-existing satellite, antennae, or other transmission facility on the
      Building’s roof or in the Building. Landlord may require, in its commercially
      reasonable discretion, that Tenant, at Tenant’s sole cost and expense, screen
      the Satellite Dish and/or Antenna System with screening reasonably approved
      in
      writing by Landlord, which screening shall compliment the architectural design
      of the Building and shall be coordinated with Landlord’s architect. Tenant
      shall, at its risk and expense, remove the Satellite Dish and Antenna System
      (including all wiring and/or cabling related thereto) and all screening
      applicable thereto from the Property prior to expiration or termination of
      this
      Lease. 

    


    1.4 Access

     

    Subject
      to the terms and conditions of this Lease, Tenant shall have access to the
      Premises and the Building twenty-four (24) hours a day, seven (7) days a week,
      and fifty-two (52) weeks a year. 

     

    1.5 Right
      of
      First Offer

     

    Tenant
      shall have, during the Term hereof, a continuous right of first offer to lease
      additional space contiguous to the Premises on the 5th
      and
      6th
      Floors
      of the Building (the “ROFO
      Space”).
      Tenant’s right of first offer shall be subject and subordinate to all leases,
      options and rights of other third parties in existence as of the date of mutual
      execution hereof. If at any time during the initial Term, Landlord shall receive
      a bona fide offer from any third party to lease all or any part of the ROFO
      Space, which offer Landlord shall desire to accept, or all or any part of the
      ROFO Space becomes

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    available
      for lease, then Landlord shall promptly notify Tenant of the existence of such
      offer (but Landlord shall not be obligated to disclose the economic or other
      terms of the third party offer) or the availability of such portion of the
      ROFO
      Space for lease. Tenant may, within ten (10) business days thereafter, elect
      by
      written notice to Landlord to lease the ROFO Space on the same terms and
      conditions as those set forth in this Lease, including as to the Tenant
      Allowance, which shall be prorated based on the remaining term of this Lease
      at
      the time the ROFO Space is added to the Premises demised hereby, provided that
      no free/abated rent periods shall apply. Failure of Tenant to exercise the
      foregoing right within the prescribed time period above shall constitute a
      waiver of Tenant’s right as to that offer with respect to the ROFO Space
      mentioned in Landlord’s notice, and Landlord shall have the right to lease the
      ROFO Space in Landlord’s sole discretion. If Tenant duly elects to exercise its
      right of first offer as aforesaid, Landlord shall prepare, and Tenant shall
      promptly execute, an amendment to this Lease to memorialize such election,
      provided, however, that failure of Tenant to execute such amendment shall not
      affect the binding nature of Tenant’s election to exercise the right of first
      offer as aforesaid. The right described in this paragraph is personal to Tenant
      and may not be exercised or be assigned, voluntarily or involuntarily, by or
      to
      any person or entity other than Tenant, and is not assignable separate and
      apart
      from this Lease.

     

    1.6 Delay
      in
      Delivery

     

    If
      Landlord fails to deliver 4th and 5th
      floor
      (excluding Suite 550) of the Premises by the date that is seven (7) days after
      the Possession Date specified in the Basic Lease Provisions or fails to complete
      Landlord’s Work by September 3, 2007, with respect to the 4th floor or by
      October 1, 2007, with respect to the 5th floor (excluding Suite 550), then,
      as
      Tenant’s sole remedies therefor, (a) when Tenant becomes obligated to pay
      Minimum Monthly Rent hereunder, Tenant shall receive an abatement against such
      Minimum Monthly Rent of $5,000 per calendar day for each day of delay after
      the
      end of the foregoing 7-day period as liquidated damages, and (b) the
      nine-month rent abatement period specified in Paragraph
      P of
      the
      Basic Lease Provisions shall be extended one (1) day for each day of delay.
      If
      Landlord fails to deliver Suite 550 with Landlord’s Work completed by the
      Possession Date specified in the Basic Lease Provision then, as Tenant’s sole
      remedies therefor, when Tenant becomes obligated to pay Minimum Monthly Rent
      hereunder, Tenant’s obligation to pay Minimum Monthly Rent shall abate by
an
      amount
      equal to one day of Minimum Rent multiplied by a percentage which is the ratio
      that the RSF of Suite 550 bears to the RSF of the entire Premises
      for each
      day of delay (such abatement to be in addition to any abatement accrued or
      accruing under subsection (a) above). Landlord and Tenant agree that the
      foregoing sums are their best estimate of the daily damages that Tenant will
      incur as a result of Landlord’s failure to deliver the Premises. Additionally,
      if, for any reason other than delays caused by Tenant, Landlord fails to deliver
      possession of the Premises (excluding Suite 550) to Tenant with all Landlord’s
      Work substantially completed by December 15, 2007, then Tenant may elect as
      its
      sole remedy to terminate this Lease by written notice given to Landlord on
      or
      before December 31, 2007. In such case, all deposits and other amounts paid
      by
      Tenant to Landlord shall be refunded to Tenant. If Tenant fails to deliver
      such
      notice of termination by the foregoing deadline, Tenant’s right to terminate for
      such failure shall be forever waived.

     

    1.7 Exhibits

     

    The
      following drawings and special provisions are attached as exhibits and made
      a
      part of this Lease:

     

    Exhibit
      “A” - Legal
      Description

    Exhibit
      “B” - Space
      Plan

    Exhibit
      “C” - Workletter

    Exhibit
      “D” - Rules
      and
      Regulations

    Exhibit
      “E” - Delivery
      of Premises

    Exhibit
      “F” - Form
      of
      Letter of Credit


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    Article
      2

    


    BUSINESS
      RIGHTS AND RESTRICTIONS

    2.1 Use

     

    The
      Premises shall be used solely for the Permitted Use set forth in the Basic
      Lease
      Provisions and for no other purpose or use whatsoever.

     

    2.2 Restrictions

     

    Tenant
      shall not, without Landlord’s prior written consent, which consent Landlord may
      withhold in its sole discretion: (a) conduct any auction or bankruptcy
      sales; (b) conduct any fire sale; (c) conduct any close-out sale
      except at the expiration of the Lease Term; (d) sell any so-called
“surplus”, “Army and Navy”, or “secondhand” goods, as those terms are generally
      used at this time and from time to time hereafter; (e) permit anything to
      be done on the Premises which will in any way obstruct, interfere with or
      infringe on the rights of other occupants or invitees of the Property; (f) 
install any automated teller or cash machines (“ATMs”),
      appliances, video games, arcade games, pinball machines, or pay telephones
      in or
      about the Premises; or (g) bring or keep on the Premises any item or thing
      or permit any act thereon which is prohibited by any law, statute, ordinance
      or
      governmental regulation now in force or hereinafter enacted or promulgated,
      or
      which is prohibited by any Standard form of fire insurance policy.

     

    ARTICLE
      3

     

    


     

    TERM

     

    3.1 Duration

     

    
      
        The
          Term
          hereof shall commence on the Lease Commencement Date defined in the Basic
          Lease
          Provisions and shall terminate on the Expiration Date defined in the Basic
          Lease
          Provisions, unless earlier terminated or extended as set forth elsewhere
          herein.
          Tenant agrees to execute a certificate confirming the date of the Lease
          Commencement Date in the form of the certificate attached hereto as Exhibit “E”,
          which
          certificate shall be initialed by Landlord and attached to, and incorporated
          into, this Lease. Beginning on the Possession Date, Tenant and its agents,
          contractors, architects, and consultants shall have access to the Premises
          to
          fixturize and otherwise ready the Premises for the commencement of Tenant’s
          business therein, provided that Tenant does not unreasonably interfere
          with or
          delay Landlord in the prosecution of Landlord’s Work. Commencing on the date of
          mutual execution hereof, Tenant and Landlord shall comply with each and
          every
          term, covenant, condition and provision of this Lease, excepting only those
          provisions pertaining to Tenant’s obligation to pay Minimum Monthly Rent, which
          obligation shall commence on the Rent Commencement Date described in the
          Basic
          Lease Provisions. In connection therewith, Tenant acknowledges and agrees
          that
          certain obligations under various articles hereof shall commence prior
          to the
          Lease Commencement Date (i.e., construction obligations, hold harmless,
          liability insurance, etc.), and Tenant agrees to be bound by these articles
          prior to the Lease Commencement Date. Notwithstanding
          anything herein to the contrary, Tenant’s obligations under this Lease are
          expressly conditioned upon termination of Tenant’s existing lease with Blume
          Yale Limited Partnership upon terms and conditions satisfactory to Tenant
          in its
          discretion. Promptly upon execution of such termination agreement, Tenant
          shall
          provide Landlord proof thereof. If the foregoing condition is not satisfied
          within fifteen (15) business days following execution of this Lease, either
          party may terminate this Lease by providing three (3) days written notice.
          If
          either Tenant or Landlord elect to terminate this Lease, Tenant will reimburse
          Landlord for (a) the actual hard and soft costs incurred by Landlord in
          relocating the existing tenants necessary for Tenant’s occupancy of the
          Premises, and (b) the actual hard and soft costs incurred by Landlord in
          performing Landlord’s Work. The aforementioned costs shall not exceed $50,000.
          Along with all other obligations that survive termination of this Lease,
          Tenant’s obligations under the immediately preceding sentence and the
          obligations of Tenant under Article 28 shall expressly survive termination
          of
          this Lease.

      

    

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    3.2 Option
      to
      Extend

     

    Provided
      that Tenant is not in default at the time of Tenant’s exercise notice described
      below, or at the time of commencement of the Extended Term defined below, Tenant
      shall have the right to extend the term of this Lease for one (1) period of
      five
      (5) years (the “Extended
      Term”).
      Tenant may exercise its extension option by delivering to Landlord written
      notice of Tenant’s intention to exercise such option (the “Option
      Notice”)
      not
      earlier than twelve (12) months and not later than nine (9) months prior to
      the
      Expiration Date of the Initial Term. Such Extended Term shall be on all of
      the
      terms and conditions contained in this Lease, except (i) Minimum Monthly Rent
      shall be adjusted as set forth below; and (ii) there shall be no free rent
      periods, tenant improvement or design allowances or further extension options.
      The option to extend the Term of this Lease is exercisable only by the original
      Tenant which is named in the Basic Lease Provisions and an assignee or sublessee
      pursuant to a Permitted Transfer, and is not assignable or transferable. Once
      delivered, the Option Notice cannot be cancelled or revoked. 

     

    3.3 Extended
      Term Minimum Monthly Rent 

     

    Minimum
      Monthly Rent during the Extended Term shall be Fair Market Rental Value. The
      term “Fair
      Market Rental Value”
shall
      be the rental rate that comparable office space for the same term of the
      Extended Term would command on the open market at the time of commencement
      of
      the Extended Term, taking into account all customary Landlord concessions for
      new, non-renewal tenants, such as tenant improvement allowances, free/abated
      rent, and brokerage commissions, determined in the manner set forth below.
      For
      purposes hereof, the term “comparable Premises” shall mean office space similar
      in size and location to the Premises, in comparable buildings, with comparable
      views, and with similar improvements and amenities. 

     

    (i) If
      Landlord and Tenant cannot agree upon the Fair Market Rental Value of the
      Premises within twenty (20) days after Landlord’s receipt of the Option Notice,
      then Landlord and Tenant shall agree within ten (10) days thereafter on one
      real
      estate appraiser (who shall be a Member of the American Institute of Real Estate
      Appraisers or equivalent) who will determine the Fair Market Rental Value of
      the
      Premises. If Landlord and Tenant cannot mutually agree upon an appraiser within
      said ten (10) day period, then one M.A.I. qualified appraiser shall be appointed
      by Tenant and one M.A.I. qualified appraiser shall be appointed by Landlord
      within ten (10) days of notice by one party to the other of such disagreement.
      The two appraisers shall determine the Fair Market Rental Value of the Premises
      within twenty (20) days of their appointment; provided, however, if either
      party
      fails to appoint an appraiser within such ten (10) day period, then the
      determination of the appraiser first appointed shall be used. The appraisers
      appointed shall proceed to determine Fair Market Rental Value within twenty
      (20)
      days following such appointment. If said appraisers should fail to agree, but
      the difference in their conclusions as to Fair Market Rental Value is ten
      percent (10%) or less of the lower
      of the
      two appraisals, the Fair Market Rental Value shall be deemed the average of
      the
      two. 

    


    (ii) If
      the
      two appraisers should fail to agree on the Fair Market Rental Value, and the
      difference between the two appraisals exceeds ten percent (10%) of the
lower
      of the
      two appraisals, then the two appraisers thus appointed shall appoint a third
      M.A.I. qualified appraiser, and in case of their failure to agree on a third
      appraiser within ten (10) days after their individual determination of the
      Fair
      Market Rental Value, either party may apply to the Presiding Judge of the
      Superior Court for King County, Washington, requesting said Judge to appoint
      the
      third M.A.I. qualified appraiser. The third appraiser so appointed shall
      promptly determine the Fair Market Rental Value of the Premises and the average
      of the appraisals of the two closest appraisers shall be used. The fees and
      expenses of said third appraiser or the one appraiser Landlord and Tenant agree
      upon, shall be borne equally by Landlord and Tenant. Landlord and Tenant shall
      pay the fees and expenses of their respective appraiser if the parties fail
      to
      agree on a single appraiser. All M.A.I. appraisers appointed or selected
      pursuant to this subsection shall have at least ten (10) years experience
      appraising commercial properties in the downtown Seattle central business
      district. 


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    (iii) The
      determination of Fair Market Rental Value pursuant to this paragraph shall
      be
      final, conclusive and binding upon both parties.

    ARTICLE
      4

     

    


     

    RENT

     

    4.1 Payment

     

    Tenant
      shall pay to Landlord without prior demand, abatement, deduction, set-off,
      counter claim or offset, for all periods during the Lease Term, all sums
      provided in this Paragraph 4.l
      and all
      other additional sums as provided in this Lease, at the address set forth in
      the
      Basic Lease Provisions, payable in lawful money of the United States of America
      on the first day of each month. All sums of money required to be paid pursuant
      to the terms of this Lease are hereby defined as “rent”
      or
“Rent”,
      including all sums as provided in Paragraphs 4,
      5, 6, 7, 8,
      and
9
      and
      provided elsewhere in this Lease, whether or not the same are designated as
      such. All Rent other than Minimum Monthly Rent is sometimes referred to herein
      as “Additional
      Rent.” 

     

    (a) Minimum
      Monthly Rent

     

    Commencing
      on the Rent Commencement Date, Tenant shall pay to Landlord Minimum Monthly
      Rent
      at the monthly rate with applicable increases as provided in the Basic Lease
      Provisions.

     

    (b) Late
      Fee

     

    If
      Tenant
      shall fail to pay when due any installment of Minimum Monthly Rent or any other
      sums due under this Lease, a late charge equal to the greater
      of (i)
      $500, or (ii) five percent (5%) of the overdue amount shall be payable by Tenant
      to reimburse Landlord for costs relating to collecting and accounting for said
      late payment(s).

     

    4.2 Lease
      Year

     

    The
      term
“Lease
      Year”
      shall
      mean each period of twelve (12) or less consecutive months which ends on
      December 31 of each calendar year during the Lease Term or any Extended
      Term, and the period from the last December 31 during the Lease Term or any
      Extended Term to and including the last day of the Lease Term or any Extended
      Term during the next calendar year. The first and last Lease Years may be less
      than twelve (12) months. 

     

    ARTICLE
      5

     

    


     

    COMMON
      AREA

     

    5.1 Definition

     

    The
      “Common
      Area”
      is that
      area outside the Premises and within the Building or on the land that is
      provided and designated by Landlord from time to time for the general,
      non-exclusive use of Landlord, Tenant and other tenants of the Building and
      their authorized representatives, including without limitation, common
      entrances, lobbies, corridors, stairways and stairwells, elevators, escalators,
      public restrooms and other public portions of the Building.

     

    5.2 Use

     

    During
      the Term hereof, Tenant, its subtenants, concessionaires, licensees, invitees,
      customers, and employees shall have the nonexclusive right to use the Common
      Area with Landlord, other owners of portions of the Property, other tenants,
      and
      their respective subtenants, concessionaires, licensees, invitees, customers,
      and employees, subject to the provisions of this Lease.

     

    5.3 Maintenance
      and Operation

     

    “Operating
      Expenses”
      shall
      include, but not be limited to, the costs and expenses of operating, managing,
      lighting, repairing, replacing (when repairing will be uneconomic), painting,
      and maintaining the Common Areas and the remainder of the Property in reasonably
      good and sanitary order, condition, and repair, including without limitation,
      the costs and expenses of the following: (l) property management fees;
      (2) cleaning and removing rubbish and dirt, and recycling expenses;
      (3) labor costs for personnel performing services in connection with the
      operation,

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    repair
      and maintenance of the Common Area or Property and the payroll taxes and fringe
      and other benefits related thereto; (4) all utility services utilized in
      connection with the Common Area and Property which are not separately metered
      to
      the tenants, including but not limited to heating, ventilation, and air
      conditioning (“HVAC”),
      if
      any; as well as electricity, gas, water charges, sewer charges, hook-up fees,
      and cost of installing, maintaining and repairing the Property’s intrabuilding
      network cabling, repair and/or installation of any fire protection systems,
      security alarm systems, lighting systems, electrical systems and any other
      utility systems; (5) cleaning, maintaining, repairing, replacing, and
      re-marking paved and unpaved surfaces, curbs, signs, landscaping, lighting
      and
      electrical facilities, drainage, elevators, escalators, meters, breakers,
      security systems, life safety systems, irrigation systems, window, fences and
      gates, wiring, and repairs, modifications, additions and replacements to the
      foregoing whether or not necessitated by any present or future law, statute,
      regulation, or directive of any governmental agency, and other similar items;
      (6) all premiums on, deductibles, retentions, and claims not covered by,
      worker’s compensation, casualty, public liability, property damage, loss of
      rent, fire and extended coverage, and other insurance on the Common Area and
      Property obtained by Landlord pursuant to Article 9,
      or
      otherwise; (7) rental of or cost of tools, machinery, and equipment used in
      connection with managing, repairing, cleaning and maintaining the Common Area;
      (8) the cost of all janitors, gardeners, security personnel and equipment
      performing services on the Common Area; (9) any regulatory fee or surcharge
      or similar imposition imposed by governmental requirements based upon or
      measured by the number of parking spaces, commuter trips, or the areas devoted
      to parking in the Common Area; (10) the cost of other capital improvements
      to the Common Area; (11) all costs and expenses incurred in connection with
      the management, maintenance, repair, operation, and replacement of all
      landscaping and parking facilities serving the Property; (12) the
      Property’s portion of the cost of any easements or other agreements maintained
      for the benefit of the Property or the Property’s tenants and occupants;
      (13) license, permit, and inspection fees associated with the ongoing
      operation, maintenance, and repair of the Common Area; (14) the Property’s
      portion of accounting (i.e., the salary and associated expenses of Property
      accounting) and legal services directly attributable to the Property, but
      excluding all such services in connection with negotiations and disputes with
      specific tenants unless the matter involved affects all tenants of the Property;
      and (15) a fee to Landlord for administration of the Property.


     

    Notwithstanding
      the foregoing, Operating Expenses shall not include any expenses incurred with
      respect to (i) reserved; (ii) the enforcement of leases; (iii) reserved; (iv)
      financing costs or debt service costs for the Building or any other property
      of
      Landlord; (v) reserved; (vi) costs and expenses which are attributable to
      repairs or replacements to the extent covered by insurance or warranties, or
      are
      otherwise paid for by a third party; (vii) reserved; (viii) the cost of any
      improvement to, or repair or replacement of, the Common Areas, which could
      be
      properly capitalized under generally accepted accounting principles; however,
      there shall be permitted in such costs and expenses, a charge for depreciation
      calculated on a straight-line basis over the normal useful life of such
      improvement, repair or replacement; (ix) operating reserves; (x) any repairs
      or
      replacements necessitated by Landlord’s negligence or willful acts or the costs
      and expenses of repairing or replacing any portion of the Common Areas, the
      original construction of which failed to comply with applicable laws, codes
      and
      ordinances; (xi) taxes; (xii) financing expenses; (xiii) brokerage expenses;
      (xiv) marketing expenses; (xv) work done to prepare space for tenant occupancy;
      (xvi) rent concessions, construction allowances or other inducements to spur
      tenant occupancy rates; (xvii) services provided for a particular tenant or
      occupant of the Building; (xviii) charges (other than Operating Expenses)
      specifically charged to tenants and other occupants of the Building; (xix)
      reserved; and (xx) interest, late charges or penalties incurred as a result
      of
      Landlord’s failure to pay bills in a timely manner.

     

    5.4 Records

     

    Landlord
      shall keep accurate records showing in reasonable detail all expenses incurred
      for such maintenance. These records shall, upon at least thirty (30) days’
request, be made available during business hours at the offices of Landlord
      for
      inspection by Tenant. Any such inspection by Tenant shall take place within
      three (3) years following the date of the annual reconciliation
      statement

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    (as
      defined in Paragraph 5.5
      below)
      setting forth such expenses, or else any disagreements or claims by Tenant
      in
      connection therewith shall be deemed forever waived. 

     

    5.5 Tenant’s
      Contribution

     

    From
      and
      after the Lease Commencement Date, and during the entire Initial Lease Term
      and
      all Extended Terms, Tenant shall pay to Landlord on the first day of each month,
      Tenant’s Pro Rata Share of the amount by which Operating Expenses for a
      particular Lease Year exceed Operating Expenses for the Base Year, based on,
      at
      Landlord’s election, either: (a) the amount of such expenses actually
      incurred during the billing period; or (b) equal periodic installments
      which have been estimated in advance by Landlord for a particular period.
      Landlord may revise such estimates upward or downward at any time with
      reasonable prior notice to Tenant. If Landlord elects to bill Tenant based
      upon
      estimates, Landlord shall, within one hundred twenty (120) days after the end
      of
      the calendar year, or as soon thereafter as possible, forward to Tenant a
      written statement (the “annual
      reconciliation statement”)
      which
      adjusts the estimated expenses to reflect the actual expenses incurred for
      such
      year. If the annual reconciliation statement shows the actual expenses to have
      exceeded the estimated expenses, then Tenant’s share of such additional amount
      shall be paid by Tenant to Landlord within thirty (30) days of receipt of the
      annual reconciliation statement; if the annual reconciliation statement shows
      the actual expenses to have been less than the estimated expenses, Landlord
      shall at its election pay the amount to Tenant or credit Tenant’s share against
      the sums next due hereunder from Tenant to Landlord (or against any outstanding
      sums then due). Notwithstanding anything herein to the contrary, Tenant’s
      liability with respect to controllable Operating Expenses (excluding taxes
      and
      insurance) in any given Lease Year shall not increase by more than one hundred
      five percent (105%) of the amount of such costs for the preceding Lease Year
      on
      a cumulative basis. For the purpose of this Section 5.6, “controllable Operating
      Expenses” shall refer to all Operating Expenses other than Taxes, insurance,
      utilities, snow removal, non-union labor and any other cost not within the
      reasonable control of Landlord.

     

    5.6 Operation
      and Control

     

    Landlord
      shall have control and non-exclusive possession of the entire Common Area and
      may from time to time adopt rules and regulations pertaining to the use thereof.
      Landlord shall, except as otherwise provided herein, operate and maintain the
      Common Area during the Lease Term. Landlord reserves the right to use the Common
      Area for such promotions, exhibitions and similar uses as Landlord reasonably
      deems in the best interests of the Property and its tenants. Landlord may
      temporarily close parts of the Common Area for such periods of time as may
      be
      necessary for (i) temporary use as a work area in connection with the
      construction of buildings or other improvements within the Property or
      contiguous property; (ii) repairs or alterations in or to the Common Area
      to any utility facilities; (iii) preventing the public from obtaining
      prescriptive rights in or to the Common Area; (iv) emergency or added
      safety reasons; (v) temporary use of the Common Area for entertainment,
      performance or shopping events; or (vi) performing such other acts as in
      Landlord’s reasonable judgment are appropriate for the proper operation or
      maintenance of the Property. Landlord shall have the sole and exclusive control
      of the Common Area. Landlord’s rights shall include, but not be limited to, the
      right to (vii) restrain the use of the Common Area by unauthorized persons;
      (viii) utilize from time to time any portion of the Common Area for
      promotional, entertainment and related matters; (ix) place permanent or
      temporary kiosks, displays, carts and stands in the Common Area and to lease
      same to tenants; (x) temporarily close any portion of the Common Area for
      repairs, improvements or alterations, to discourage non-customer use, to prevent
      dedication or an easement by prescription, or for any other reason deemed
      sufficient in Landlord’s judgment; and (xi) change the shape and size of
      the Common Area, add, eliminate or change the location of improvements to the
      Common Area, including, without limitation, buildings, lighting, parking areas,
      roadways and curb cuts, and construct buildings on the Common Area. Landlord
      may
      determine the nature, size and extent of the Common Area and whether portions
      of
      the same shall be surface, underground or multiple-deck; as well as make changes
      to the Common Area from time to time which in Landlord’s opinion are deemed
      desirable for the Property. The manner in which the Common Area shall be
      operated and maintained and the expenditures therefor shall be in Landlord’s
      sole discretion. Landlord reserves the right to appoint a substitute operator,
      including

     


    
      
        
        

      

      
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    but
      not
      limited to, any tenant in the Property, to carry out any or all of Landlord’s
      rights and duties with respect to the Common Area as provided in this Lease;
      and
      Landlord may enter into a contract either by a separate document or in a Lease
      agreement with such operator on such terms and conditions and for such period
      as
      Landlord shall deem proper.

     

    5.7 Obstructions

     

    No
      fence,
      wall, structure, division, rail or obstruction shall be placed, kept, permitted
      or maintained upon the Common Area or any part thereof by Tenant. Tenant shall
      not conduct any sale, display, advertising, promotion, or storage of merchandise
      or any business activities of any kind whatsoever in or upon the Common Area
      without Landlord’s prior written consent. Tenant shall not use the Common Area
      for solicitations, demonstrations or any other activities that would interfere
      with the conduct of business in the Property, or which might tend to create
      civil disorder or commotion.

     

    5.8 Allocation
      of Expenses;
      Gross
      Up

     

    Those
      Operating Expenses, Taxes, and insurance costs that Landlord reasonably
      determines should be allocable to all tenants of the Property shall be
      considered to be Property Operating Expenses, Taxes, and insurance costs,
      respectively, and those Operating Expenses, Taxes and insurance costs that
      Landlord reasonably determines should be allocable only to specific tenants
      shall be shared among only those tenants. Landlord also reserves the right
      to
      create, as appropriate, new categories of Operating Expenses, Taxes, and
      insurance costs, if certain Operating Expenses, Taxes, and/or insurance costs
      are reasonably allocable only to Tenant and not to all tenants of the Building.
      In such case, Tenant’s Pro Rata Share shall be established for such
      separately-categorized Operating Expenses, Taxes, and/or insurance costs, and
      Tenant shall be responsible for paying the costs and expenses of installing
      meters or other devices to determine the actual cost or expense of such
      separately categorized Operating Expenses, Taxes, or insurance costs on a pro
      rata basis with those other tenants, if any, that are responsible for paying
      a
      portion of such separately-categorized Operating Expenses, Taxes and insurance
      costs, as applicable. If less than an average of ninety-five percent (95%)
      of
      the rentable area of the Property is occupied by tenants during all or any
      portion of a lease year, Landlord shall make an appropriate adjustment of those
      Operating Expenses and insurance costs that vary by occupancy, including for
      purposes of calculating Tenant’s estimated payments of increases thereof,
      employing sound accounting and property management principles, to determine
      the
      amount of Operating Expenses and taxes that would have been expended or incurred
      had ninety-five percent (95%) of the rentable area of the Property been occupied
      during the entire year. 

     

    ARTICLE
      6

     

    


     

    TAXES

     

    6.1 Personal
      Property Taxes

     

    Tenant
      shall pay before delinquency all license fees, public charges, taxes and
      assessments on the furniture, fixtures, equipment, inventory and other personal
      property of or being used by Tenant in the Premises, whether or not owned by
      Tenant.

     

    6.2 Real
      Property Taxes

     

    Tenant
      shall pay to Landlord as Additional Rent, in the manner set forth in
Paragraph 5.5,
      Tenant’s Pro Rata Share of the amount by which “Taxes”
      (as
      defined below) for a particular Lease Year exceed Taxes for the Base Year.
      As
      used herein, Taxes shall mean all real property taxes, excises, license and
      permit fees, utility levies and charges, business improvement districts,
      transport fees, trip fees, monorail and other light rail fees or assessments,
      transportation management program fees, school fees, fees assessed by air
      quality management districts or any governmental agency regulating air pollution
      or commercial rental taxes, and other governmental charges and assessments,
      general and special, and installments thereof (including any business and
      occupation tax imposed on Landlord, the Building or the Property, and any tax
      imposed on the rents collected therefrom or on the income generated thereby,
      whether or not substituted in whole or in part for real property taxes, as
      well
      as assessments and any license fee imposed by a local governmental body on
      the
      collection of rent), which

     


    
      
        
        

      

      
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    shall
      be
      levied or assessed against all or any portion of the Premises, or imposed on
      Landlord for any period during the Term of this Lease. Said Taxes attributable
      to the years that this Lease commences and terminates shall, if necessary,
      be
      prorated and apportioned between Landlord and Tenant to coincide with the
      commencement and expiration of the Lease Term.

     

    6.3 Business
      Taxes

     

    Tenant
      shall also pay Tenant’s Pro Rata Share of: (a) all special taxes and
      assessments or license fees now or hereafter levied, assessed or imposed by
      law
      or ordinance, by reason of Tenant’s use of the Premises; (b) all business
      and occupation tax and any tax, assessment, levy or charge assessed on the
      Rent
      paid under this Lease; and (c) metropolitan improvement and other business
      improvement district fees.

     

    6.4 Substitute
      and Additional Taxes

     

    If,
      at
      any time during the Term, the methods of taxation prevailing on the execution
      date hereof shall be altered so that in lieu of, or as a supplement to or as
      a
      substitute for, the whole or any part of the Taxes now levied, assessed or
      imposed on the Premises or the Property, there shall be levied, assessed or
      imposed a tax, assessment, levy, imposition or charge, wholly or partially
      as a
      capital levy or otherwise, on the rents received therefrom, or a tax,
      assessment, levy (including but not limited to any municipal, state, or federal
      levy), imposition or charge measured by or based in whole or in part upon the
      Premises and imposed upon Landlord, or a license fee measured by the rent
      payable under this Lease or by expenditures made by Tenant on Landlord’s behalf
      in connection which this Lease, then all such taxes, assessments, levies,
      impositions, charges of the part thereof so measured or based, shall be deemed
      to be included within the term “Taxes” as defined in Article 6
      hereof,
      and Tenant shall pay and discharge the same in the manner provided for the
      payment of Taxes herein, it being the intention of the parties hereto that
      the
      rent to be paid hereunder shall be paid to Landlord absolutely net, without
      deduction of any kind or nature whatsoever.

     

    6.5 Commercial
      Rent Tax

     

    Tenant
      shall pay to Landlord, in addition to and together with any and all installments
      of Minimum Monthly Rent, Additional Rent and other charges payable pursuant
      to
      this Lease, the excise, transaction, sales, privilege, or other tax (other
      than
      net income and/or estate taxes) now or in the future imposed by the city,
      county, state or any other government or governmental agency upon Landlord
      and
      attributable to or measured by the Minimum Monthly Rent, Operating Expenses,
      Additional Rent or other charges or prorations payable by Tenant pursuant to
      this Lease.

     

    ARTICLE
      7

     

    


     

    UTILITIES
      AND SERVICES

     

    7.1 Utilities
      and Services

     

    Provided
      that Tenant is not in default under this Lease, Landlord will provide the
      following services:

     

    7.1.1 Maintain
      normal business hours at the Building, Monday through Friday from 7:00 a.m.
      to 6:00 p.m.

     

    7.1.2 Furnish
      utilities to provide for lighting, convenience power, and heat and air
      conditioning capable of maintaining a temperature in accordance with applicable
      energy code requirements. Landlord shall cause the Premises to be supplied
      with
      electricity for standard power usage. As used herein, “standard
      power usage”
      means
      use of electricity for building standard lighting and office standard machines
      used in quantities and for amounts of time typically used by tenants in the
      building for ordinary office use and in no event exceeding 3.5 watts per
      RSF of the Premises. As use herein, “office
      standard machines”
      means
      typewriters, dictaphones, desk top calculators, desk top computer terminals
      and
      other analogous office equipment with equal or lesser power requirements, all
      operating on 110 volt circuits. High power usage equipment includes without
      limitation, data processing

     


    
      
        
        

      

      
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    machines,
      punch card machines, computers, and machines that operate on 220-volt circuits.
      Tenant shall not install or operate high power usage equipment on the Premises
      without Landlord’s prior written consent, which may be refused unless Tenant
      confirms in writing its obligation to pay the additional charges necessitated
      by
      such equipment. Electricity used by Tenant in the Premises shall, at Landlord’s
      option, be paid for by Tenant either: (i) through inclusion in Operating
      Expenses (except as otherwise provided herein for excess usage); (ii) by a
      separate charge payable by Tenant to Landlord within 30 days after billing
      by
      Landlord; or (iii) by separate charge billed by the applicable utility
      company or reseller and payable directly by Tenant. Electrical service to the
      Premises may be furnished by one or more companies providing electrical
      generation, transmission and distribution services, and the cost of electricity
      may consist of several different components or separate charges for such
      services, such as generation, distribution and stranded cost charges. Landlord
      shall have the exclusive right to select any company providing electrical
      service to the Premises, to aggregate the electrical service for the Property,
      any Buildings and the Premises with other Buildings, to purchase electricity

      through a broker and/or buyers group and to change the providers and manner
      of
      purchasing electricity. Whenever heat generating machines or equipment or
      lighting other than building standard lights in excess of Tenant’s requirements
      described herein are used in the Premises by Tenant which affect the temperature
      otherwise maintained by the air cooling system, Landlord shall have the right
      to
      install supplementary air cooling units in the Premises, and the cost thereof,
      including the cost of installation and the cost of operation and maintenance
      thereof, shall be paid by Tenant upon billing. Landlord may impose a reasonable
      charge for utilities and services, including without limitation, air cooling,
      electric current and water, required to be provided the Premises by reason
      of,
      (a) any substantial recurrent use of the Premises at any time other than
      the hours of 7:00 a.m. to 6:00 p.m., Monday through Friday, and
      8:00 a.m. to 12:00 p.m. Saturday (b) any use beyond what Landlord
      agrees to furnish as described above, (c) electricity used by equipment
      designated by Landlord as high power usage equipment, or (d) the
      installation, maintenance, repair, replacement or operation of supplementary
      air
      cooling equipment, additional electrical systems or other equipment required
      by
      reason of special electrical, heating, cooling or ventilating requirements
      of
      equipment used by Tenant at the Premises. In no event shall Tenant install
      portable low voltage A/C units anywhere within the Premises. 

     

    7.1.3 Provide
      non-attended passenger elevator facilities during all working days (Saturday,
      Sunday and holidays one elevator subject to call).

     

    7.1.4 Landlord
      shall provide janitorial services to the Premises during normal business hours.
      Such services shall be similar to that furnished in comparable general office
      space in the vicinity of the Building. Any and all additional janitorial service
      desired by Tenant shall be contracted for by Tenant directly with Landlord’s
      janitorial agent.

     

    7.1.5 Provide
      water for drinking, lavatory and toilet purposes drawn through fixtures
      installed by Landlord.

     

    7.1.6 Maintain
      the Property and Common Area in reasonably good condition and in compliance
      with
      all governmental codes, rules and regulations.

     

    7.1.7 Replace
      burned out fluorescent tubes in light fixtures that are standard for the
      Building. Burned out bulbs, tubes or other light sources in fixtures that are
      not standard for the Building will be replaced by Landlord, but at Tenant’s
      expense.

     

    7.2 Payment

     

    Costs
      for
      all services rendered under this paragraph shall be included in Operating
      Expenses unless specifically excluded above or in Article 5
      of this
      Lease.

     


    
      
        
        

      

      
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    7.3 Interruptions

     

    It
      is
      understood that Landlord does not warrant that any of the services referred
      to
      above will be free from interruption by virtue of a strike or a labor trouble
      or
      any other cause beyond Landlord’s reasonable control. Such interruption of
      service shall never be deemed an eviction or disturbance of Tenant’s use or
      possession of the Premises, or any part thereof, nor shall it render Landlord
      liable to Tenant for damages, by abatement or reduction of rent or otherwise,
      nor shall it relieve Tenant from performance of Tenant’s obligations under this
      Lease, nor shall Tenant be relieved from the performance of any covenant or
      agreement in this Lease because of such failure or interruption; provided that
      Tenant’s responsibility for Minimum Monthly Rent shall abate beginning on the
      second (2nd) day after the interruption caused by the gross negligence or
      intentional misconduct of Landlord or its agents or employees which renders
      all
      or a portion of its Premises untenantable (in proportion to the amount of
      Tenant’s space rendered untenantable), and continuing until the interrupted
      service or utility no longer renders a significant portion of the Premises
      untenantable. Landlord reserves the right to stop service of the elevator,
      plumbing, HVAC and electrical systems, when necessary, by reason of accident
      or
      emergency, or for repairs, alterations or improvements, which are in the
      reasonable judgment of Landlord desirable or necessary, until said repairs,
      alterations or improvements shall have been completed; provided, Landlord shall
      use its good faith efforts to try to minimize interruption to Tenant’s business
      operations.

     

    ARTICLE
      8

     

    


     

    REPAIRS
      AND ALTERATIONS

     

    8.1 Landlord’s
      Repairs

     

    Landlord
      shall keep in good condition and repair the structure, foundation, bearing
      walls, roof system, HVAC and mechanical systems and components, plumbing,
      electrical, and utility lines serving the Building, the costs of which shall
      be
      included in Operating Expenses pursuant to Paragraph 5.4,
      and
      paid by Tenant in accordance with Paragraph 5.5,
      but
      which shall be paid solely by Tenant in the event that the repair or replacement
      relates solely to the Premises or is necessitated by Tenant’s actions, or if
      not, which shall be pro rated and paid by Tenant in accordance with Paragraph 5.5),
      provided further that Landlord shall not be required to make any such repairs
      or
      replacements occasioned by the act or negligence of Tenant, its agents,
      employees, invitees, licensees, representatives or contractors. Nothing
      contained in this Paragraph 8.1
      shall
      limit Landlord’s right to reimbursement from Tenant for maintenance, repair
      costs and replacement costs provided elsewhere in this Lease.

     

    8.2 Tenant’s
      Repairs

     

    Except
      as
      expressly provided in Paragraph 8.1,
      Tenant
      shall, at its sole cost, keep in first-class appearance, in a condition at
      least
      equal to that which existed when Tenant initially began operating at the
      Premises (casualty and ordinary wear and tear excepted), and in good order,
      condition, cleanliness and repair, the interior of the Premises and every part
      thereof, including without limitation, the interior surfaces of the walls and
      ceilings (including all interior painting thereof), all doors, door frames,
      door
      checks, interior relites and other glass, trade fixtures, floor coverings
      (including periodic shampooing of all carpets), maintenance, repair and
      lightbulb replacement for all non-Building standard lighting fixtures, and
      any
      mechanical systems or equipment installed for the sole use by Tenant. All
      equipment, facilities or fixtures shall, at Tenant’s sole expense, be kept,
      repaired, maintained, replaced or added to by Tenant at all times in accordance
      with all governmental requirements. In the event that Tenant fails to comply
      with the obligations set forth in this Paragraph 8.2,
      Landlord may, but shall not be obligated to, perform any such obligation on
      behalf of, and for the account of Tenant, and Tenant shall reimburse Landlord
      for all costs and expenses paid or incurred on behalf of Tenant in connection
      with performing the obligations set forth herein. Tenant expressly waives the
      right to make repairs at Landlord’s expense under any law, statute or ordinance
      now or hereafter in effect.

     

    8.3 Alterations

     

     


    
      
        
        

      

      
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    (a) Tenant’s
      Alterations

     

    Tenant
      shall not make any alterations, decorations, changes, installations or
      improvements (collectively, “Tenant
      Changes”)
      in, to,
      or about the interior or exterior of the Premises without obtaining the prior
      written consent of Landlord not to be unreasonably withheld, conditioned, or
      delayed. Tenant’s request for Landlord’s consent to perform any Tenant Changes
      which may affect the HVAC system or cause penetration through the roof of the
      Building, must be accompanied by plans and specifications (to be prepared by
      Tenant at Tenant’s sole cost) for the proposed Tenant Change in detail
      reasonably satisfactory to Landlord, together with notice of the identity of
      the
      licensed contractor which Tenant has or will engage to perform such work, plus
      a
      review fee not to exceed $300.00. Landlord shall grant or withhold its approval
      of such plans and specifications within fifteen (15) business days after Tenant
      makes request therefor in the manner provided herein; provided, however, if
      Landlord needs to consult with an outside consultant or expert with respect
      thereto, Landlord’s consent shall be granted or denied not later than ten (10)
      business days after the expiration of such 15-day period. All such work shall
      be
      accomplished at Tenant’s sole risk and expense, and Tenant shall indemnify,
      defend and hold harmless Landlord from and against any and all loss, cost,
      liability and expense (including consequential damages) relating to or arising
      from the Tenant Changes. All Tenant Changes shall become a part of the realty
      upon installation thereof.

     

    (b) Approval
      Not Required

     

    Notwithstanding
      Paragraph 8.3(a),
      with
      respect to carpeting and painting of the interior portions of the Premises
      and
      other Tenant Changes which (i) are non-structural in nature (i.e., do not
      involve changes to or penetrations of any portion of the Building or the
      Property); (ii) do not involve changes to the building’s systems, including
      without limitation, the roof, electrical, plumbing, and HVAC systems (the Tenant
      Changes described in clauses (i) and (ii) hereof are collectively
      called “Non-Structural
      Changes”);
      and
      (iii) in the aggregate would not cost in excess of $30,000 when added
      together with the cost of all other Non-Structural Changes made by or for Tenant
      during the prior 12 month period, Tenant need not obtain Landlord’s prior
      written consent, but must notify Landlord in writing within ten (10) days prior
      to the commencement of such Non-Structural Changes. Landlord may elect upon
      expiration or termination of this Lease to require Tenant, at Tenant’s sole
      cost, to remove all Tenant Changes installed by Tenant pursuant to this
      paragraph and to restore the Premises to substantially their condition prior
      to
      the installation thereof. Upon approval of any Tenant Changes, Tenant may
      request Landlord to specify which of said Tenant Changes shall be removed from
      the Premises upon expiration of the Lease Term. In no event shall the initial
      Tenant’s Work be required to be removed upon expiration of the Lease
      Term.

     

    8.4 General
      Conditions

     

    Tenant
      shall at all times comply with the following requirements when performing any
      work pursuant to Paragraphs 8.2
      or
8.3:

     

    (a) Contractors

     

    Tenant
      shall use the contractors and mechanics then appearing on Landlord’s approved
      list or those approved by Landlord if the Tenant Changes involve changes to
      the
      Building’s systems and/or structural elements. With respect to Non-Structural
      Changes, Tenant shall use such contractors and mechanics which Landlord approves
      of in writing prior to their use, which approval shall not be unreasonably
      withheld. All contractors used by Tenant shall be licensed contractors who
      are
      experienced in the type of work to be performed, and shall provide to Landlord
      certificates of liability insurance evidencing coverage in force from insurance
      and with liability limits reasonably acceptable to Landlord, and naming Tenant,
      Landlord and the Property Manager as additional insureds.

     

    (b) Compliance
      With Laws

     

    All
      Tenant Changes shall at all times comply with all laws, rules, orders and
      regulations of governmental authorities having jurisdiction thereof and all
      insurance requirements of this Lease, shall comply with the rules and
      regulations for the Property now or hereafter in existence, and shall comply
      with the plans and specifications approved by Landlord.

     


    
      
        
        

      

      
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    (c) Tenant’s
      Responsibility

     

    All
      Tenant Changes shall be made and completed at Tenant’s sole cost and expense,
      and the Property and the Premises shall be kept lien-free at all times by
      Tenant.

     

    8.5 Americans
      with Disabilities Act Compliance

     

    Landlord
      and Tenant acknowledge that, in accordance with the provisions of the Americans
      with Disabilities Act of 1990, together with its implementing regulations and
      guidelines (collectively, the “ADA”),
      responsibility for compliance with the terms and conditions of Title III of
      the ADA may be allocated as between the parties. Notwithstanding anything to
      the
      contrary contained in the Lease, Landlord and Tenant agree that the
      responsibility for compliance with the ADA (including, without limitation,
      the
      removal of architectural and communications barriers and the provision of
      auxiliary aids and services to the extent required) shall be allocated as
      follows: (i) Tenant shall be responsible for compliance with the provisions
      of Title III of the ADA for any construction, renovations, alterations and
      repairs made within the Premises if such construction, renovations, alterations
      and repairs are made by Tenant at its expense without the assistance of the
      Landlord; (ii) Landlord shall be responsible for compliance with the
      provisions of Title III of the ADA for all construction, renovations,
      alterations and repairs Landlord makes within the Premises, whether at
      Landlord’s or Tenant’s expense; and (iii) Landlord shall be responsible for
      compliance with the provisions of Title III of the ADA for all Landlord’s
      Work (if any) and for exterior and interior areas of the Building not included
      within the Premises. Landlord and Tenant each agree that the allocation of
      responsibility for ADA compliance shall not require either party to supervise,
      monitor or otherwise review the compliance activities of the other party with
      respect to its assumed responsibilities for ADA compliance as set forth in
      this
      paragraph.

     

    ARTICLE
      9

     

    


     

    INSURANCE

     

    9.1 Use
      Rate

     

    Tenant
      shall not carry any stock of goods or do anything in or about the Premises
      which
      will cause an increase in insurance rates on the building in which the Premises
      are located. In no event shall Tenant perform any activities which would
      invalidate any insurance coverage on the Property or the Premises. Tenant shall
      pay on demand any increase in premiums that may be charged as a result of
      Tenant’s use or activities or vacating or otherwise failing to occupy the
      Premises, but this provision shall not be deemed to limit in any respect
      Tenant’s obligations under Article 14.
      In no
      event shall the limits of insurance required to be maintained by Tenant pursuant
      to this Lease be deemed to limit the liability of Tenant hereunder.

     

    9.2 Liability
      Insurance

     

    Tenant
      shall, during the Lease Term, at its sole expense, maintain in full force a
      policy or policies of Commercial general liability (CGL) insurance including
      contractual, on an occurrence basis, with coverage at least as broad as the
      most
      commonly available ISO Commercial General Liability policy CG 00 01,
      at least Two Million Dollars ($2,000,000) per occurrence limit, Two Million
      Dollars ($2,000,000) general aggregate limit, including any necessary and
      appropriate extensions to comply with the additional requirements of this Lease.
      Tenant shall also maintain Commercial Automobile coverage, One Million Dollars
      ($1,000,000) combined single limit/per accident, covering injury (or death)
      and
      property damage arising out of the ownership, maintenance, or use of any private
      passenger or commercial vehicles and of any other equipment required to be
      licensed for road use. Such limits may be achieved through the use of umbrella
      liability insurance otherwise meeting the requirements of this paragraph. Such
      insurance shall also cover independent contractors liability, products and
      completed operations liability, and personal injury liability.

     

    9.3 Worker’s
      Compensation Insurance

     

    Tenant
      shall at all times maintain worker’s compensation insurance in compliance with
      federal, state and local law including Employer’s Liability

     


    
      
        
        

      

      
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    coverage
      (contingent liability/stop gap) in the amount of $1,000,000 each accident;
      $1,000,000 bodily injury by disease policy limit; and $1,000,000 bodily injury
      each employee. 

     

    9.4 Property
      Insurance/Business Income

     

    .

     

    (a) Landlord’s
      Insurance

     

    Landlord
      shall pay for and shall maintain in full force and effect during the Term of
      this Lease property insurance with respect to the Property as it may require
      and
      as may be required by its lender, which coverage may include at Landlord’s
      option special extended coverage, earthquake and sprinkler leakage coverage,
      boiler and machinery, difference in conditions, business income and extra
      expense, building ordinance, terrorism, and excess rental value endorsements,
      along with rent loss insurance. Tenant shall pay Tenant’s Pro Rata Share for the
      costs incurred by Landlord for such insurance in excess of the costs thereof
      for
      the Base Year in accordance with the payment provisions set forth in
Paragraph 5.5
      above.

     

    (b) Tenant’s
      Insurance

     

    Tenant
      shall pay for and shall maintain in full force and effect during the Term of
      this Lease property insurance covering its leasehold improvements to the
      Premises, furniture, fixtures, equipment, inventory and other personal property
      located on the Premises in an amount of not less than one hundred percent (100%)
      insurable replacement value with no coinsurance penalty, “Special
      Form—Causes of Loss,”
      with
      Flood Insurance and earthquake (but only if required by Landlord’s lender), with
      an Ordinance of Law endorsement, and with replacement cost coverage to protect
      against loss of owned or rented equipment and tools brought onto or used at
      the
      Property by Tenant. 

     

    9.5 Waiver
      of
      Subrogation

     

    Except
      for the waiving party’s deductible amount, each party hereby waives, and each
      party shall cause their respective property insurance policy or policies to
      include a waiver of such carrier’s, entire right of recovery (i.e., subrogation)
      against the other party, and the officers, directors, agents, representatives,
      employees, successors and assigns of the other party, for all claims which
      are
      covered or would be covered by the property insurance required to be carried
      hereunder or which is actually carried by the waiving party. 

     

    9.6 General
      Requirements

     

    All
      policies of insurance required to be carried hereunder by Tenant shall be
      evidenced by an appropriate evidence of insurance (ACORD Form 28), which
      evidences must contain the following additional clause: 

     

    “It
      is
      agreed that this insurance will not be canceled, not renewed, or the limits
      of
      coverage in any way reduced without at least thirty (30) days’ advance written
      notice [ten (10) days for nonpayment of premiums] sent by certified mail, return
      receipt requested, to ____________________ [Insert Landlord’s name and
      address]”

     

    (a) Licensed
      in State

     

    Be
      written by companies reasonably satisfactory to Landlord and licensed to do
      business in the state of in which the Premises are situated. All policies of
      insurance required to be maintained by Tenant shall be issued by insurance
      companies with an A.M. Best’s financial strength rating of “A-” or better
      and an A.M. Best’s Financial Size Category of Class “IX” or higher,
      and shall not contain a deductible greater than $5,000 or any self-insured
      retention unless expressly approved in writing by Landlord.

     

    (b) Primary

     

    Contain
      a
      clause that such policy and the coverage evidenced thereby shall be primary
      and
      non-contributing with respect to any policies carried by Landlord, and that
      any
      coverage carried by Landlord shall be excess insurance. All insurance coverage
      must be on an “occurrence
      basis”;
      “claims
      made”
      forms of
      insurance are not acceptable, and shall contain a severability of interests
      indorsement.

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    (c) Additional
      Named Insured

     

    Liability
      policies shall name Landlord, Landlord’s property manager, and such other
      parties reasonably selected by Landlord as additional insureds utilizing
      ISO Endorsement CG 20-11-01-96 or its equivalent (“certificate holder”
status is not
      acceptable). Landlord shall be listed as a “loss payee” on property policies as
      its interests may appear.

     

    (d) Notice
      of
      Cancellation

     

    Not
      be
      subject to cancellation or reduction in coverage except upon at least thirty
      (30) days prior written notice to each additional insured. The policies of
      insurance containing the terms specified herein, or duly executed certificates
      evidencing them, together with satisfactory evidence of the payment of premiums
      thereon, shall be deposited with Landlord prior to the Possession Date and
      thereafter not less than thirty (30) days prior to the expiration of the
      original or any renewal term of such coverage. If Tenant fails to comply with
      the insurance requirements set forth in this Lease, Landlord shall have the
      right, but not the obligation, at any time and from time to time, without
      notice, to procure such insurance and/or pay the premium for such insurance,
      in
      which event Tenant shall repay Landlord, immediately upon demand by Landlord,
      as
      Additional Rent, all sums so paid by Landlord together with interest thereon
      and
      any costs or expenses incurred by Landlord in connection therewith, without
      prejudice to any other rights and remedies of the Landlord under this
      Lease.

     

    9.7 Blanket
      Insurance

     

    Each
      party shall be entitled to fulfill its insurance obligations hereunder by
      maintaining a so-called “blanket” policy or policies of insurance. Such policy
      shall contain an endorsement that names the other party as an additional
      insured, references the Premises, and guarantees a minimum limit of coverage
      available for the obligations under this Lease at least equal to the insurance
      amounts required hereunder. Tenant’s right to fulfill its insurance obligations
      hereunder through a “blanket” policy shall be subject to approval of such policy
      by Landlord and Landlord’s lender(s).

     

    


     

    ARTICLE
      10

     

    


     

    DAMAGE
      AND RESTORATION

     

    10.1 Damage
      and Destruction of the Premises

     

    If
      the
      Premises are at any time destroyed or damaged by a casualty insured against
      by
      Landlord pursuant to Article 9
      hereof
      or otherwise insured against by Landlord, and if as a result of such
      occurrence:

     

    (a) the
      Premises are rendered untenantable only in part, this Lease shall continue
      in
      full force and effect and, provided Tenant shall have been operating in the
      Premises for the Permitted Use set forth in the Basic Lease Provisions at the
      time of the casualty and shall covenant in writing to Landlord that Tenant
      shall
      reopen the Premises for such permitted use and will comply with the provisions
      of Paragraph 10.3
      below
      upon completion of Landlord’s reconstruction, rebuilding or repair of the
      Premises, Landlord shall, subject to the provisions of Paragraph 10.4
      below,
      commence diligently to reconstruct, rebuild or repair the Premises to the extent
      only of Landlord’s Work set forth in Exhibit “C”
      (Landlord shall have no obligation to construct any of Tenant’s Work). In such
      event, Minimum Monthly Rent shall abate proportionately to the portion of the
      Premises rendered untenantable from the date of the destruction or damage until
      the entire Premises have been restored by Landlord to the extent of Landlord’s
      Work as set forth on Exhibit “C”
      hereto;

     

    (b) the
      Premises are rendered totally untenantable, provided Tenant shall have been
      operating in the Premises for the Permitted Use set forth in the Basic Lease
      Provisions at the time of the casualty and shall covenant in writing to Landlord
      that Tenant shall reopen the Premises for such use and will comply with the
      provisions of Paragraph 10.3
      below
      upon completion of Landlord’s reconstruction,

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    rebuilding
      or repair of the Premises, Landlord shall, subject to Paragraph 10.4
      hereof,
      commence diligently to reconstruct, rebuild or repair the Premises to the extent
      only of Landlord’s Work as set forth on Exhibit “C”
      (Landlord shall have no obligation to perform any of Tenant’s Work). In such
      event, Minimum Monthly Rent shall abate entirely from the date of the
      destruction or damage until the Premises have been restored by Landlord to
      the
      extent of Landlord’s Work as set forth on Exhibit “C”
      hereto.

     

    (c) If
      the
      Premises or the Building is damaged or destroyed by fire or any casualty which,
      in Landlord’s commercially reasonable opinion, cannot, despite diligent, good
      faith efforts be repaired or restored within one hundred twenty (120) days
      following the date on which such repair or restoration work substantially
      commences, then Tenant may elect to terminate the Lease effective as of the
      date
      of such damage or destruction. Within sixty (60) days after the date of such
      damage, the Landlord shall reasonably determine how long the repair and
      restoration will take. After that determination has been made, Tenant shall
      have
      a period of ten (10) days to terminate the Lease by giving written notice to
      Landlord.

     

    10.2 Damage
      or
      Destruction of Property

     

    (a) If
      25% or
      more of the Leasable Area of the Property is at any time destroyed or damaged
      (including, without limitation, by smoke or water damage) as a result of fire,
      the elements, accident, or other casualty, whether or not the Premises are
      affected by such occurrence, Landlord may, at its option, to be exercised by
      written notice to Tenant within ninety (90) days following any such occurrence,
      elect to terminate this Lease so long as Landlord terminates the leases of
      all
      other similarly situated tenants. In the case of such election, the Term and
      tenancy created hereby shall expire on the thirtieth (30th) day after such
      notice is given, without liability or penalty payable or any other recourse
      by
      one party to or against the other; and Tenant shall, within such 30-day period,
      vacate the Premises and surrender them to Landlord. All rent shall be due and
      payable without reduction or abatement subsequent to the destruction or damage
      and until the date of termination, unless portions of the Premises shall have
      been destroyed or damaged, in which event the terms of Paragraph 10.1(a)
      or
(b),
      as
      applicable, of this Lease shall apply to determine the extent of any abatement
      of Minimum Monthly Rent to which Tenant may be entitled as a result
      thereof.

     

    (b) If
      Landlord does not elect to terminate this Lease in accordance with the terms
      of
Paragraph 10.2(a),
      Landlord shall, following such destruction or damage, commence diligently to
      reconstruct, rebuild, or repair, if necessary, that part of the Property which
      is necessary, in Landlord’s sole judgment, to create an economically viable
      unit. However, Landlord shall reconstruct, rebuild, or repair the Premises
      and
      the Property to the extent only of proceeds received by Landlord from its
      insurers and as permitted by Landlord’s mortgagees or other lenders. Further, if
      Landlord elects to repair, reconstruct, or rebuild the Property, or any part
      thereof, Landlord may use plans, specifications, and working drawings other
      than
      those used in the original construction of the Property.

     

    10.3 Tenant’s
      Work

     

    [Reserved].

     

    10.4 Limitation
      of Obligations

     

    Notwithstanding
      anything set forth to the contrary herein, in the event the Premises or Property
      are damaged as a result of any cause in respect of which there are no insurance
      proceeds available to Landlord, or the proceeds of insurance are insufficient
      in
      Landlord’s commercially reasonable judgment to pay for the costs of repair or
      reconstruction, or any mortgagee or other person entitled to the proceeds of
      insurance does not consent to the payment to Landlord of such proceeds to fully
      restore the Premises or Property, or if the Premises or Property cannot be
      fully
      restored to its prior condition under land use, zoning, and building codes
      in
      force at the time a permit is sought for repair or reconstruction, then Landlord
      may, without obligation or liability to Tenant, terminate this Lease on thirty
      (30) days’ written notice to Tenant (so long as Landlord terminates the leases
      of all other

     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    similarly
      situated tenants) and all rent shall be adjusted as of the effective date of
      such termination, and Tenant shall vacate and surrender the Premises on the
      date
      set forth in Landlord’s termination notice.

     

    10.5 Damage
      or
      Destruction at End of Term

     

    Notwithstanding
      anything to the contrary contained herein, Landlord shall not have any
      obligation to repair, reconstruct, or restore the Premises or Property when
      the
      damage or destruction occurs during the last eighteen (18) months of the Term
      of
      this Lease; provided, however, that Tenant may nullify Landlord’s election by
      exercising any remaining extension options.

     

    10.6 Waiver

     

    Tenant
      hereby waives any statutory and common law rights of termination which may
      arise
      by reason of any partial or total destruction of the Premises which Landlord
      is
      obligated to restore or may restore under any of the provisions of this
      Lease.

     

    ARTICLE
      11

     

    


     

    SECURITY
      DEPOSIT; LETTER OF CREDIT

     

    11.1 Security
      Deposit

     

    Tenant
      has deposited with Landlord the Security Deposit set forth in the Basic Lease
      Provisions above, to be held by Landlord during the Term as set forth below.
      The
      Security Deposit shall be held by Landlord without liability for interest and
      as
      security for the performance by Tenant of Tenant’s covenants and obligations
      hereunder, it being expressly understood that the Security Deposit shall not
      be
      considered as a measure of Tenant’s damages in case of default by Tenant.
      Landlord may, in its sole discretion, from time to time without prejudice to
      any
      other remedy, use the Security Deposit to the extent necessary to make good
      any
      default under this Lease or to satisfy any other covenant or obligation of
      Tenant hereunder. Following any such application of the Security Deposit, Tenant
      shall pay to Landlord on demand the amount so applied in order to restore the
      Security Deposit to its original amount. If Tenant is not in default at the
      termination of this Lease, the balance of the Security Deposit remaining after
      any such application shall be returned to Tenant within a reasonable period
      after such termination, after deducting therefrom any unpaid obligation of
      Tenant to Landlord as may arise under this Lease, including, without limitation,
      the obligation of Tenant to restore the Premises upon termination of this Lease.
      If Landlord transfers its interest in the Premises during the Term of this
      Lease, Landlord may assign the Security Deposit to the transferee provided
      that
      such transferee accepts, in writing, to be bound by the terms of this Lease
      as
      the landlord hereunder.

     

    Provided
      Tenant is not then in uncured default, the required amount of the Security
      Deposit shall be reduced to the following amounts on the following dates:


     

    
      	
               

               

              Date

            	 	
              Amount

              Of

              Security
                Deposit

            	 
	
              Mutual
                Execution

            	 	
              $

            	
              538,069.80
                (the “Original
                Deposit”)

            	 
	
              Beginning
                of Lease Month 13

            	 	
              $

            	
              403,552.35

            	 
	
              Beginning
                of Lease Month 25

            	 	
              $

            	
              269,034.90

            	 
	
              Beginning
                of Lease Month 37

            	 	
              $

            	
              134,517.45

            	 
	
              Beginning
                of Lease Month 49

            	 	
              $

            	
              89,678.30

            	 


    

    


     

    11.2 Letter
      of
      Credit

     

    (a) General

     

    In
      lieu
      of providing the cash Security Deposit set forth in Paragraph
      11.1
      above,
      Tenant shall have a one-time right to elect to provide an original irrevocable
      letter of credit (the “Letter
      of Credit”)
      naming
      Landlord as beneficiary, from Charter Bank or such other financial institution
      reasonably satisfactory to Landlord (the “Issuer”)
      but in
      any event which has an investment grade rating from Standard and Poors or
      Moody’s, and either
      (i) has
      a letter of credit counter located in King County, Washington, upon which draws
      can be made in person, or
      (ii) has
      a local correspondent based in King County, Washington, upon which draws can
      be
      made in person without delay. Each Letter of Credit shall be in substantially
      the form of Exhibit
      “F“ hereto.
      Each Letter of Credit shall be for a term of not less than one (1) year and
      shall be irrevocable during that term. Each Letter of Credit shall provide
      that
      it will be honored at sight upon a signed statement by Landlord or its agent
      that Landlord is entitled to draw upon the Letter of Credit, and shall require
      no signature or statement from any party other than Landlord or such agent.
      Without limiting the generality of the foregoing, no notice to Tenant shall
      be
      required to enable Landlord to draw upon the Letter of Credit, and the Letter
      of
      Credit will be honored by the Issuer without inquiry as to the accuracy thereof
      and regardless of whether Tenant disputes the content of such statement. Each
      Letter of Credit shall also provide that, following the honor of any drafts
      in
      an amount less than the aggregate amount of the Letter of Credit, the Issuer
      shall return the original Letter of Credit to Landlord and Landlord’s rights as
      to the remaining amount of the Letter of Credit will not be extinguished.


    


    (b) Issuer
      Insolvency

     

    If
      the
      Issuer shall admit in writing its inability to pay its debts generally as they
      become due, file a petition in bankruptcy or a petition to take advantage of
      any
      insolvency act, make an assignment for the benefit of its creditors consent
      to
      the appointment of a receiver of itself or of the whole or any substantial
      part
      of its property, or file a petition or answer seeking reorganization or
      arrangement under the Federal bank-ruptcy laws or any other applicable law
      or
      statute of the United States of America or any state thereof (each of the
      foregoing, an “Issuer
      Insolvency”),
      Landlord shall have the right to draw upon the Letter of Credit and hold the
      proceeds thereof as a Security Deposit. 

    


    (c) Time
      for
      Obtaining Letter of Credit

     

    If
      Tenant
      desires to provide a Letter of Credit in lieu of the cash Security Deposit
      described in Paragraph
      11.1
      above,
      it must provide same to Landlord by the mutual execution hereof. Letters of
      Credit covering subsequent periods shall be obtained and delivered to Landlord
      not less than thirty (30) days prior to the expiration of the then existing
      Letter of Credit (“Letter
      of Credit Date”).
      The
      term for each such Letter of Credit shall begin no later than the expiration
      date of the previously-effective Letter of Credit and shall comply with all
      requirements of this Lease. 

    


    (d) Amounts
      for Letters of Credit

     

    Provided
      Tenant is not then in uncured default, the Letter of Credit shall be subject
      to
      reduction at the same times and to the same amounts as provided for the
      reduction of the Security Deposit in Paragraph
      11.1 above.
      

    


    (e) Uses
      of
      Letter of Credit

     

    Landlord
      shall have the right to draw upon a Letter of Credit up to its full amount
      whenever (w) an uncured default under this Lease has oc-curred, or (x) an event
      or circumstance has occurred which with notice or passage of time, or both,
      would constitute a default under the Lease, notwithstanding that transmittal
      of
      any such notice may be barred by applicable law; or (y) a


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    satisfactory
      new Letter of Credit has not been delivered to Landlord prior to the applicable
      Letter of Credit Date; or (z) in the event of an Issuer Insolvency. Landlord
      may
      draw upon the full amount of the then existing Letter of Credit without giving
      any further notice or time to cure to Tenant. No such draw shall (i) cure or
      constitute a waiver of a default, (ii) be deemed to fix or determine the amounts
      to which Landlord is entitled to recover under this Lease or otherwise
      (including without limitation in the event of the bankruptcy or insolvency
      of
      Tenant), or (iii) be deemed to limit or waive Landlord’s right to pursue any
      rights or remedies provided for in this Lease. If all or any portion of a Letter
      of Credit is drawn against by Landlord and all or any portion of the proceeds
      are applied to cure a Tenant default, Tenant shall, within two (2) business
      days
      after demand by Landlord, cause the Issuer to issue Landlord, at Tenant’s
      expense, a replacement or supplementary Letter of Credit in substantially the
      form attached hereto as Exhibit
      “F” such
      that
      at all times during the Term, Landlord shall have the ability to draw on one
      or
      more Letters of Credit totaling, in the aggregate, the amount required pursuant
      to this Lease.

     

    (f) Transfer
      of Letter of Credit

     

    In
      the
      event of a transfer of Landlord’s interest in the Premises or Building, Landlord
      and its transferees shall have the right, and the Letter of Credit shall
      expressly so provide, without any requirement of consent of Tenant or the
      Issuer, to transfer the Letter of Credit to its transferee (and its
      transferee(s) may successively so transfer the Letter of Credit) and thereupon
      shall, without any further agreement between the parties, be released by Tenant
      from all liability therefor, and it is agreed that the provisions hereof shall
      apply to every transfer or assignment of the Letter of Credit to a new Landlord.
      In the event of any such transfer, Tenant shall pay any costs and fees charged
      or imposed by the Issuer. It is the intention of the parties that each and
      every
      successor and assign of both Landlord and Tenant be bound by and subject to
      the
      terms and provisions of this Article. Furthermore, Landlord may, at any time
      and
      without notice to Tenant and without first obtaining Tenant’s consent thereto,
      assign all or any portion of its interest in and to the Letter of Credit to
      another party, person or entity (by way of example only and not limitation,
      an
      assignment for security purposes or otherwise to any lender of Landlord),
      regardless of whether or not such assignment is separate from or as a part
      of
      the assignment by Landlord of its rights and interests in and to this Lease.
      

    


    (g) Miscellaneous

     

    Tenant
      hereby acknowledges and agrees that Landlord is entering into this Lease in
      material reliance upon the ability of Landlord to draw upon the Letter of Credit
      under the circumstances described hereinabove. Tenant further acknowledges
      and
      agrees that if Landlord cannot draw upon the Letter of Credit within the times
      and in the manner as anticipated by Landlord herein, Landlord shall suffer
      irreparable damage, harm and injury. From time to time during the Term of this
      Lease it is anticipated by the parties that the Letter of Credit will need
      to be
      amended, modified and, possibly reissued. Landlord and Tenant hereby covenant
      and agree to cooperate with one another to promptly effectuate any such
      amendments, modifications and new issuances, including without limitation,
      executing and submitting to the Issuer any and all documents or instruments
      as
      may be reasonably required to effectuate same. Each and every time during the
      Term of this Lease there is a change in the identity or address of the parties,
      including without limitation, any change in the identity of Landlord due to
      the
      sale, transfer or other conveyance by Landlord of its rights and interests
      in,
      to and under this Lease to any other party, person or entity, the Letter of
      Credit shall immediately be amended or reissued to reflect such changes and
      the
      parties hereby agree to execute and submit to the Issuer such further
      applications, documents and instruments as may be necessary to effectuate
      same.

    


    ARTICLE
      12

     

    


     

    EMINENT
      DOMAIN

     

    12.1 Definition

     

    If
      there
      is any taking or condemnation of or transfer in lieu thereof for a public or
      quasi-public use of all or any part of the Property or the Premises or any
      interest therein because of the exercise or settlement due to threatened
      exercise of the power of eminent domain or inverse

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    condemnation,
      whether by condemnation proceedings or otherwise (all of the foregoing being
      hereinafter referred to as “taking”) before or during the Term hereof, the
      rights and obligations of the parties with respect to such taking shall be
      as
      provided in this Article 12.

     

    12.2 Total
      Taking

     

    If
      there
      is a taking of all of the Premises, this Lease shall terminate as of the date
      of
      such taking. All Minimum Monthly Rent and other amounts due under this Lease
      shall be paid by Tenant to the date of such termination.

     

    12.3 Partial
      Taking of Premises

     

    If
      any
      part of the Premises shall be taken, and a part thereof remains which is
      reasonably susceptible of occupation hereunder for the use permitted herein,
      this Lease shall, as to the part so taken, terminate as of the date title shall
      vest in the condemnor or transferee, and the Minimum Monthly Rent payable
      hereunder shall be reduced by the proportion which the floor area taken from
      the
      Premises bears to the total Floor Area of the Premises immediately before the
      taking; but in such event Landlord shall have the option to terminate this
      Lease
      as of the date when title to the part so condemned vests in the condemnor or
      transferee. If 25% or more of the Premises is affected by a Taking, Tenant
      shall
      have the right to terminate this Lease. All Minimum Monthly Rent and other
      amounts due under this Lease shall be paid by Tenant to the date of any such
      termination.

     

    12.4 Common
      Area Taking

     

    If
      so
      much of the Common Area is taken that in the commercially reasonable judgment
      of
      Landlord the Property will be rendered unsuitable for the continued use thereof
      for the purposes for which it was intended, Landlord may elect to terminate
      this
      Lease by giving Tenant written notice of such election within sixty (60) days
      after the date that title to the portion so taken vests in the condemnor or
      transferee. If Landlord fails to give such notice, this Lease shall remain
      in
      full force and effect. If any part of the Property is taken, but no part of
      the
      Premises is taken, and Landlord does not elect to terminate this Lease, the
      rent
      payable hereunder shall not be reduced, nor shall Tenant be entitled to any
      part
      of the award made therefor. In the event of termination, all Minimum Monthly
      Rent and other amounts due under this Lease shall be paid by Tenant to the
      date
      of such termination.

     

    12.5 Repair
      and Restoration

     

    If
      this
      Lease is not terminated as provided in this Article 12,
      Landlord shall, at its sole expense, restore with due diligence the remainder
      of
      the improvements occupied by Tenant so far as is practicable to a complete
      unit
      of like quality, character, and condition as that which existed immediately
      prior to the taking, provided that the scope of the work shall not exceed the
      scope of the work to be done by Landlord originally in construction of the
      Premises, and further provided that Landlord shall not be obligated to expend
      an
      amount greater than that which was awarded to Landlord for such taking. Tenant,
      at its sole cost and expense, shall restore its furniture, fixtures and other
      allowed leasehold improvements to their condition immediately preceding such
      taking. 

     

    12.6 Award

     

    In
      the
      event of any taking, Landlord shall be entitled to the entire award of
      compensation or settlement in such proceedings, whether for a total or partial
      taking or for diminution in the value of the leasehold or for the fee. Any
      such
      amounts shall belong to and be the property of Landlord. Without in any way
      diminishing the rights of Landlord under the preceding sentence, Tenant shall
      be
      entitled to recover from the condemnor such compensation as may be separately
      awarded by the condemnor to Tenant or recoverable from the condemnor by Tenant
      in its own right for the taking of trade fixtures and equipment owned by Tenant
      (meaning personal property, whether or not attached to real property, which
      may
      be removed without injury to the Premises) and for the expense of removing
      and
      relocating them, and for loss of goodwill, but only to the extent that the
      compensation awarded to Tenant shall be in addition to and shall not diminish
      the compensation awarded to Landlord as provided above.

     

    12.7 Waiver

     

    Tenant
      hereby waives any statutory and common law rights of termination which may
      arise
      by reason of any partial taking of the Premises under the power of eminent
      domain.

     


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    Article
      13

     

    


     

    INDEMNITY;
      WAIVER

     

    13.1 Indemnification
      and Waivers

     

    (a) Indemnity

     

    To
      the
      fullest extent permitted by law, and commencing on the first day Tenant or
      any
      of its employees, agents, or contractors first enters onto the Property for
      any
      reason relating to this Lease or the Premises, Tenant shall, at Tenant’s sole
      cost and expense, Indemnify Landlord Parties against all Claims arising from
      (i) any Personal Injury, Bodily Injury or Property Damage whatsoever
      occurring in or at the Premises; (ii) any Bodily Injury to an employee of a
      Tenant Party arising out of and in the course of employment of the employee
      and
      occurring anywhere in the Property; (iii) the use or occupancy, or manner
      of use or occupancy, or conduct or management of the Premises or of any business
      therein; (iv) subject to the waiver of subrogation provisions of this
      Lease, any act, error, omission or negligence of any of the Tenant Parties
      in,
      on or about the Premises or the Property; (v) the conduct of Tenant’s
      business; (vi) any alterations, activities, work or things done, omitted,
      permitted or allowed by Tenant Parties in, at or about the Premises or Property,
      including the violation of or failure to comply with, or the alleged violation
      of or alleged failure to comply with any applicable laws, statutes, ordinances,
      standards, rules, regulations, orders, or judgments in existence on the date
      of
      the Lease or enacted, promulgated or issued after the date of this Lease
      including Hazardous Materials Laws (defined below); (vii) any breach or
      default by Tenant in the full and prompt payment of any amount due under this
      Lease, any breach, violation or nonperformance of any term, condition, covenant
      or other obligation of Tenant under this Lease, or any misrepresentation made
      by
      Tenant or any guarantor of Tenant’s obligations in connection with this Lease;
      (viii) all damages sustained by Landlord as a result of any holdover by
      Tenant or any Tenant Party in the Premises including, but not limited to, any
      claims by another tenant resulting from a delay by Landlord in delivering
      possession of the Premises to such tenant; (ix) any liens or encumbrances
      arising out of any work performed or materials furnished by or for Tenant;
      (x) commissions or other compensation or charges claimed by any real estate
      broker or agent with respect to this Lease by, through or, under Tenant or,
      (xi) any matter enumerated in Paragraph 13(b)
      below.

     

    To
      the
      fullest extent permitted by law, and commencing on the first day Tenant or
      any
      of its employees, agents, or contractors first enters onto the Property for
      any
      reason relating to this Lease or the Premises, Landlord shall Indemnify the
      Tenant Parties against all Claims arising from (i) any Personal Injury,
      Bodily Injury or Property Damage occurring in the Common Areas and caused by
      the
      gross negligence or intentional misconduct of any of the Landlord Parties;
      (ii) any Bodily Injury to an employee of a Landlord Party arising out of
      and in the course of employment of the employee and occurring anywhere in the
      Property, except to the extent caused by the negligence or intentional
      misconduct of any of the Tenant Parties; or (iii) subject to the waiver of
      subrogation provisions of this Lease, the gross negligence or intentional
      misconduct of any of the Landlord Parties. 

     

    (b) Waivers

     

    To
      the
      fullest extent permitted by law, Tenant, on behalf of all Tenant Parties, Waives
      all Claims against Landlord Parties arising from the following: (i) any
      Personal Injury, Bodily Injury, or Property Damage occurring in or at the
      Premises; (ii) any loss of or damage to property of a Tenant Party located
      in the Premises or other part of the Property by theft or otherwise;
      (iii) any Personal Injury, Bodily Injury, or Property Damage to any Tenant
      Party caused by other tenants of the Property, parties not occupying space
      in
      the Property, occupants of property adjacent to the Property, or the public
      or
      by the construction of any private, public, or quasi-public work occurring
      either in the Premises or elsewhere in the Property; (iv) any interruption
      or stoppage of any utility service or for any damage to persons or property
      resulting from such stoppage; (v) business interruption or loss of use of
      the Premises suffered by Tenant; (vi) any latent defect in construction of
      the Building; (vii) damages or injuries or interference with Tenant’s
      business, loss of occupancy or quiet enjoyment and any other loss
      resulting

     


    
      
        
        

      

      
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    from
      the
      exercise by Landlord of any right or the performance by Landlord of Landlord’s
      maintenance or other obligations under this Lease, or (viii) any Bodily
      Injury to an employee of a Tenant Party arising out of and in the course of
      employment of the employee and occurring anywhere in the Property.

     

    (c) Definitions

     

    For
      purposes of this Article 13:
      (i) the term “Tenant
      Parties”
means
      Tenant, and Tenant’s officers, members, partners, agents, employees, sublessees,
      licensees, guests, customers, invitees and independent contractors, and all
      persons and entities claiming through any of these persons or entities;
      (ii) the term “Landlord
      Parties”
      means
      Landlord and the members, partners, venturers, trustees and ancillary trustees
      of Landlord and the respective officers, directors, shareholders, members,
      parents, subsidiaries and any other affiliated entities, personal
      representatives, executors, heirs, assigns, licensees, invitees, beneficiaries,
      agents, servants, employees and independent contractors of these persons or
      entities; (iii) the term “Indemnify”
      means
      indemnify, defend (with counsel reasonably acceptable to Landlord) and hold
      free
      and harmless for, from and against; (iv) the term “Claims”
      means
      all liabilities, claims, damages (including consequential damages), losses,
      penalties, litigation, demands, causes of action (whether in tort or contract,
      in law or at equity or otherwise), suits, proceedings, judgments, disbursements,
      charges, assessments, and expenses (including attorneys’ and experts’ fees and
      expenses incurred in investigating, defending, or prosecuting any litigation,
      claim, or proceeding); (v) the term “Waives”
      means
      that the Tenant Parties waive and knowingly and voluntarily assume the risk
      of;
      and (vi) the terms “Bodily
      Injury”,
      “Personal
      Injury”
      and
“Property
      Damage”
      will
      have the same meanings as in the form of commercial general insurance policy
      issued by Insurance Services Office, Inc. most recently prior to the date of
      the
      injury or loss in question. 

     

    (d) Scope
      of
      Indemnities and Waivers

     

    Except
      as
      provided in the following sentence, the indemnities and waivers contained in
      this Article 13
      shall
      apply regardless of the active or passive negligence or sole, joint, concurrent,
      or comparative negligence of any of the Landlord Parties, and regardless of
      whether liability without fault or strict liability is imposed or sought to
      be
      imposed on any of the Landlord Parties. The indemnities and waivers contained
      in
      this Article 13
      shall
      not apply to the extent of the percentage of liability that a final judgment
      of
      a court of competent jurisdiction establishes under the comparative negligence
      principles of the state in which the Premises are situated, that a Claim against
      a Landlord Party was proximately caused by the willful misconduct or gross
      negligence of that Landlord Party, provided, however, that in such event the
      indemnity or waiver will remain valid for all other Landlord
      Parties.

     

    (e) Duty
      to
      Defend

     

    Each
      party’s duty to defend Landlord Parties or Tenant Parties (as applicable) is
      separate and independent of such party’s duty to Indemnify Landlord Parties or
      Tenant Parties (as applicable). Each party’s duty to defend includes Claims for
      which Landlord Parties or Tenant Parties (as applicable) may be liable without
      fault or may be strictly liable. Each party’s duty to defend applies regardless
      of whether issues of negligence, liability, fault, default or other obligation
      on the part of Tenant Parties or Landlord Parties (as applicable) have been
      determined. Each party’s duty to defend applies immediately, regardless of
      whether Landlord Parties or Tenant Parties (as applicable) have paid any sums
      or
      incurred any detriment arising out of or relating, directly or indirectly,
      to
      any Claims. It is the express intention of Landlord and Tenant that Landlord
      Parties and Tenant Parties will be entitled to obtain summary adjudication
      regarding the other party’s duty to defend Landlord Parties or Tenant Parties
      (as applicable) at any stage of any Claim within the scope of this Article 13.

     

    (f) Obligations
      Independent of Insurance

     

    The
      indemnification provided in this Article 13
      shall
      not be construed or interpreted as in any way restricting, limiting or modifying
      each party’s insurance or other obligations under this Lease, and the provisions
      of this Article 13
      are
      independent of either party’s insurance and other obligations. Each party’s
      compliance with the insurance requirements and other obligations under this
      Lease does not in any way restrict, limit or modify such party’s indemnification
      obligations under this Lease.

     


    
      
        
        

      

      
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    (g) Waiver
      of
      Immunity

     

    EACH
      OF
      LANDLORD AND TENANT HEREBY WAIVES ITS IMMUNITY WITH RESPECT TO THE PARTIES
      INDEMNIFIED UNDER THE PRECEDING PARAGRAPHS UNDER THE APPLICABLE STATE INDUSTRIAL
      INSURANCE ACTS AND EXPRESSLY AGREES TO ASSUME POTENTIAL LIABILITY FOR ACTIONS
      BROUGHT AGAINST AN INDEMNIFIED PARTY BY THE INDEMNIFYING PARTY’S EMPLOYEES. THIS
      WAIVER HAS BEEN SPECIFICALLY NEGOTIATED BY THE PARTIES TO THIS LEASE AND EACH
      PARTY HAS HAD THE OPPORTUNITY TO, AND HAS BEEN ENCOURAGED TO, CONSULT WITH
      INDEPENDENT COUNSEL REGARDING THIS WAIVER. 

     

    (h) Survival

     

    The
      provisions of this Article 13
      will
      survive the expiration or earlier termination of this Lease until all Claims
      against Landlord Parties or Tenant Parties (as applicable) involving any of
      the
      indemnified or waived matters are fully and finally barred by the applicable
      statutes of limitations.

     

    ARTICLE
      14

     

    


     

    OPERATION
      OF BUSINESS

     

    Tenant
      shall (a) keep the Premises and exterior and interior portions of windows,
      doors and all other glass or plate glass fixtures in a neat, clean, sanitary
      and
      safe condition; (b) refrain from burning any papers or refuse of any kind
      in the Property; (c) store in the area designated by Landlord all trash and
      garbage in neat and clean containers so as not to be visible to members of
      the
      public and cooperate in the employment of a trash removal contractor designated
      by Landlord; (d) observe and promptly comply with all governmental
      requirements and insurance requirements affecting the Premises or any part
      of
      the Common Area which is under Tenant’s exclusive control and promulgated during
      the Term of this Lease; (e) not use or suffer or permit the Premises or any
      part thereof to be used for any use other than the Permitted Use set forth
      in
      the Basic Lease Provisions or in any manner that will constitute a nuisance
      or
      unreasonable annoyance to the public, to other occupants of the Property or
      to
      Landlord, or that will injure the reputation of the Property, or for any extra
      hazardous purpose or in any manner that will impair the structural strength
      of
      the Building; (f) not add, remove, or change any locks on any doors to or
      in the Premises, or add, remove, or change any plumbing or wiring therein
      without Landlord’s consent; and (g) not cause or permit any waste to be
      committed on the Premises or the Property.

     

    ARTICLE
      15

     

    


     

    SIGNS
      AND ADVERTISING

     

    15.1 General

     

    Tenant
      may at its own expense erect and maintain upon the interior areas of the
      Premises all signs and advertising matter customary and appropriate in the
      conduct of Tenant’s business Landlord’s;
      provided, however that any signage visible from the Common Areas or outside
      of
      the Building or Premises shall be subject to
      Landlord’s approval, which approval may be withheld in Landlord’s sole
      discretion. Tenant
      at
      its sole expense and with Landlord prior approval, which shall not be
      unreasonably withheld shall have the right to install one (1) sign in the
      building lobby area. Landlord
      shall have the right to remove any signs or advertising matter which violates
      Article 14
      or this
Article 15.
      The
      Tenant shall not affix or maintain upon the glass panes and supports of windows
      and doors, or within twelve inches (12”) of the show windows and doors, any
      signs, advertising placards, names, insignia, trademarks, descriptive material
      or any other such like item or items except such as shall have first received
      the written approval of the Landlord as to size, type, color, location, copy,
      nature and display qualities. All signs, decorations and advertising media
      shall
      conform in all respects to the sign criteria established by Landlord for the
      Property from time to time, and shall be subject to the prior written approval
      of Landlord as to construction, method of attachment, size, shape, height,
      lighting, color and general appearance. Without limiting the generality of
      the
      foregoing, neon signage shall not be permitted

     


    
      
        
        

      

      
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    without
      Landlord’s express prior approval. All signs and other advertising media shall
      comply with all applicable governmental requirements, including without
      limitation the requirements and policies of any applicable historical
      preservation authority or entity with jurisdiction over the Building. Except
      for
      signs which comply with the terms of this Article, Tenant shall not erect,
      place, paint, or maintain in or on the Premises, any sign, exterior advertising
      medium, or any other object of any kind whatsoever, whether an advertising
      device or not, visible or audible from outside the Premises. Tenant shall not
      change the color, size, location, composition, wording or design of any sign
      or
      advertisement on the Premises that may have been theretofore approved by
      Landlord, without the reasonable prior written approval of Landlord and the
      applicable governmental authorities. Tenant shall at its own expense maintain
      and keep in good repair all installations, signs, and advertising devices which
      it is permitted or required by Landlord to maintain. 

     

    15.2 Directory
      Board

     

    Landlord
      shall, throughout the Term of this Lease, maintain a directory board in the
      main
      lobby of the Building that shall list Tenant. The cost of said designation
      shall
      be at Landlord’s expense and shall be limited to Tenant’s corporate or entity
      name only, and shall not include additional individual
      designations.

     

    15.3 Elevator
      Lobby; Suite Entry Signage

     

    Landlord
      shall provide Building-standard elevator lobby signage on the floor on which
      the
      Premises are located. Tenant shall be required to provide at its sole expense
      suite entry signage, subject to Landlord’s prior review, not to be unreasonably
      withheld, and Landlord shall install same at Landlord’s sole cost.

     

    ARTICLE
      16

     

    


     

    LIENS

     

    Tenant
      will not permit any mechanic's liens or other liens to be placed upon the
      Premises, the Building, or the Property and nothing in this Lease shall be
      deemed or construed in any way as constituting the consent or request of
      Landlord, express or implied, by inference or otherwise, to any person for
      the
      performance of any labor or the furnishing of any materials
      to the Premises, the Building, or the Property or any part thereof, nor as
      giving Tenant any right, power, or authority to contract for or permit the
      rendering of any services or the furnishing of any materials that would give
      rise to any mechanic's or other liens against the Premises, the Building, or
      the
      Property. In the event any such lien is attached to the Premises, the Building,
      or the Property, then, in addition to any other right or remedy of Landlord,
      Landlord may, but shall not be obligated to, discharge the same. Any amount
      paid
      by Landlord for any of the aforesaid purposes including, but not limited to,
      reasonable attorneys’ fees, shall be paid by Tenant to Landlord promptly on
      demand as Additional Rent. Tenant shall within ten (10) days of receiving such
      notice of lien or claim (a) have such lien or claim released or
      (b) deliver to Landlord a bond in form, content, amount and issued by
      surety, satisfactory to Landlord, indemnifying, protecting, defending and
      holding harmless Landlord and the Property against all costs and liabilities
      resulting from such lien or claim and the foreclosure or attempted foreclosure
      thereof. 

     

    ARTICLE
      17

     

    


     

    RIGHT
      OF ENTRY

     

    Landlord
      and its authorized agents and representatives shall upon 24 hours prior notice
      (except for emergencies) be entitled to enter the Premises at all reasonable
      times to inspect them, to make the repairs which Landlord is obligated to make
      under this Lease, to show them to prospective tenants, purchasers or lenders,
      to
      cure a default of Tenant, to post any notice provided by law that relieves
      a
      landlord from responsibility for the acts of a tenant, to comply with any
      governmental requirements or

     


    
      
        
        

      

      
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    insurance
      requirements, to post ordinary signs advertising the Premises for sale or for
      lease, to install utilities, lines, chases, and conduit serving other portions
      of the Property through the Premises so long as the RSF of the Premises is
      not
      thereby materially reduced, and for any other lawful purpose relating to
      Landlord’s rights and obligations under this Lease. Nothing in the preceding
      sentence shall imply or impose a duty to make repairs which Tenant has agreed
      to
      make hereunder. Landlord may erect scaffolding and other necessary structures
      where reasonably required by the character of the work to be performed, provided
      that the entrance to the Premises shall not be unreasonably blocked. Landlord
      shall have the right to use any means which Landlord may deem proper to enter
      the Premises in an emergency. Landlord’s entry to the Premises shall not under
      any circumstances be construed to be a forcible or unlawful entry into the
      Premises or an eviction of Tenant from the Premises.

     

    ARTICLE
      18

     

    


     

    DELAYING
      CAUSES

     

    If
      either
      party is delayed in the performance of any covenant of this Lease because of
      any
      of the following causes (referred to elsewhere in this Lease as a “delaying
      cause”): acts of the other party, action of the elements, war, riot, labor
      disputes, inability to procure or general shortage of labor or material in
      the
      normal channels of trade, delay in transportation, delay in inspections, or
      any
      other cause beyond the reasonable control of the party so obligated, whether
      similar or dissimilar to the foregoing, financial inability excepted, then,
      such
      performance shall be excused for the period of the delay; and the period for
      such performance shall be extended for a period equivalent to the period of
      such
      delay, except that the foregoing shall in no way affect Tenant’s obligation to
      pay rent or any other amount payable hereunder, or the length of the Term of
      this Lease.

     

    ARTICLE
      19

     

    


     

    ASSIGNMENT
      AND SUBLEASE

     

    19.1 Consent
      Required

     

    Notwithstanding
      anything to the contrary contained in this Lease, Tenant shall not assign this
      Lease or any interest herein or any right or privilege appurtenant hereto or
      sublet, license, grant any concessions, or otherwise give permission to anyone
      other than Tenant to use or occupy all or any part of the Premises (hereinafter
      sometimes referred to as a “Transfer”),
      without the prior written consent of Landlord, which consent Landlord shall
      not
      unreasonably withhold. Without limiting the generality of the foregoing, it
      shall be deemed reasonable for Landlord to withhold such consent if (i) 
there if then in existence an Event of Default with respect to any obligation
      of
      Tenant under the Lease, or (ii) the proposed Transferee or an affiliate
      thereof is an existing tenant in the Property or is or has been, within the
      six-month period prior to the date Tenant requests Landlord’s consent, in
      discussions with Landlord regarding space at the Property. Any actual or
      attempted Transfer without the Landlord’s prior written consent or otherwise in
      violation of the terms of this Lease shall, at Landlord’s election, be void and
      shall confer no rights upon any third person, and shall be a non-curable default
      under this Lease which shall entitle Landlord to terminate this Lease upon
      ten
      (10) days’ written notice to Tenant at any time after such actual or attempted
      Transfer without regard to Landlord’s prior knowledge thereof. The acceptance of
      rent by Landlord from any person or entity shall not be deemed to be a waiver
      by
      Landlord of any provision of this Lease or a consent to any Transfer. A consent
      by Landlord to one or more Transfers shall not be deemed to be a consent to
      any
      subsequent Transfer. In addition, any option to extend or renew the Term hereof,
      to terminate this Lease early, or to expand or contract the size of the Premises
      shall be personal to Tenant, and shall not be Transferred without the prior
      written consent of Landlord in accordance with the terms of this Article 19.

     


    
      
        
        

      

      
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    19.2 Request
      For Consent

     

    .
      If
      Tenant shall desire Landlord’s consent to any Transfer, Tenant shall notify
      Landlord in writing, which notice shall include: (a) the proposed effective
      date (which shall be not less than thirty (30) days nor more than one hundred
      eighty (180) days after Tenant’s notice); (b) the portion of the Premises
      subject to the Transfer; (c) all of the terms of the proposed Transfer and
      the consideration therefor; (d) the name and address of the proposed
      transferee; (e) a copy of the proposed sublease, instrument of assignment
      and all other documentation pertaining to the proposed Transfer;
      (f) current financial statements of the proposed transferee certified by an
      officer, partner or owner thereof; (g) any information reasonably requested
      by Landlord to enable Landlord to determine the financial responsibility,
      character, and reputation of the proposed transferee and the nature of such
      transferee’s business and the proposed use the Premises; and (h) such other
      information as Landlord may reasonably request, together with the nonrefundable
      sum of $750.00 which shall be applied towards Landlord’s review and processing
      expenses. Such amount shall be subject to change without prior notice from
      Landlord.

     

    19.3 Recapture

     

    .
      Upon
      receipt of Tenant’s request for consent to any Transfer, Landlord may elect, by
      written notice given to Tenant within thirty (30) days after receipt of the
      information required pursuant to Paragraph 19.2
      above,
      to recapture the affected space by terminating this Lease as to that portion
      of
      the Premises covered by the proposed sublease or assignment, effective upon
      a
      date specified by Landlord, which date shall not be earlier than thirty (30)
      days nor later than sixty (60) days after Tenant’s request for consent, with a
      proportionate reduction of all rights and obligations of Tenant hereunder that
      are based on the area of the Premises. In such case, Landlord shall be
      responsible for all demising costs. However, if Landlord exercises its recapture
      right set forth herein, Tenant may void such recapture election by rescinding
      its request for Landlord’s consent by written notice of such rescission given to
      Landlord within fifteen (15) days after receipt of Landlord’s notice of
      recapture. 

     

    19.4 General
      Conditions

     

    .
      If
      Landlord does not elect to recapture the affected Premises or deny its consent
      to a Transfer, the granting of such consent shall be subject to the following
      conditions, which the parties hereby agree are reasonable:

     

    (a) Payment
      of Transfer Premium

     

    .
      Tenant
      shall pay to Landlord half (1/2) of any Transfer Premium derived by Tenant
      from
      such Transfer. “Transfer
      Premium”
      shall
      mean all rent and any other consideration payable by such transferee in excess
      of the Minimum Monthly Rent payable by Tenant under this Lease (on a per square
      foot basis, if less than all of the Premises is Transferred), after deducting
      therefrom any brokerage commissions in connection with the Transfer actually
      paid by Tenant to an unaffiliated broker, reasonable marketing costs, Landlord’s
      review fees, and tenant improvement allowances given to the Transferee by Tenant
      in connection with the Transfer. If any part of the consideration for such
      Transfer shall be payable other than in cash, Landlord’s share of such non-cash
      consideration shall be in such form as is reasonably satisfactory to Landlord.
      The Transfer Premium payable hereunder shall be due within ten (10) days after
      Tenant receives such payments.

     

    (b) Continued
      Liability of Tenant

     

    .
      Tenant
      shall remain primarily liable on its covenants hereunder unless released in
      writing by Landlord. In the event of any assignment or sublease which is
      consented to by Landlord, the transferee shall agree in writing to perform
      and
      be bound by all of the covenants of this Lease required to be performed by
      Tenant.

     

    19.5 Transfer
      to a Subsidiary

     

    .
      The
      sale, assignment, transfer or disposition, whether or not for value, by
      operation of law, gift, will, or intestacy, of (a) fifty percent (50%) or
      more of the issued and outstanding stock of Tenant if Tenant is a corporation,
      or (b) the whole or a partial interest of any general partner, joint
      venturer, associate or co-tenant, if Tenant is a partnership, joint venture,
      association or co-tenancy, shall be deemed a Transfer and shall be subject
      to
      the provisions of this Article 19;
      provided that so
      long as
      the stock of Tenant is traded on a nationally recognized stock exchange or
      over
      the counter

     


    
      
        
        

      

      
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    market,
      the sale or other transfer of said stock shall neither be deemed a Transfer
      hereunder nor require Landlord's consent or approval.
      Notwithstanding the foregoing, Landlord hereby acknowledges and consents to
      Tenant’s right, without further approval from Landlord but only after at least
      sixty (60) days’ prior written notice to Landlord, to sublease the Premises or
      assign its interest in this Lease (i) to a corporation that directly, or
      indirectly through one or more intermediaries, controls, is controlled by or
      is
      under common control with Tenant; (ii) in the event of the merger or
      consolidation of Tenant with another corporation; or (iii) in connection with
      the sale of the assets used in connection with the business operated by Tenant
      at the Building (collectively, the “Permitted
      Transfers”).
      No
      Permitted Transfer shall relieve Tenant of its liability under this Lease and
      Tenant shall remain liable to Landlord for the payment of all Minimum Monthly
      Rent, Operating Expenses and Additional Rent and the performance of all
      covenants and conditions of this Lease applicable to Tenant.

     

    19.6 Transfer
      Pursuant to Bankruptcy Code

     

    .
      Anything to the contrary notwithstanding, if this Lease is assigned (or all
      or a
      portion of the Premises is sublet) to any person or entity pursuant to the
      provisions of the Bankruptcy Code, 11 U.S.C. 101 et. seq. (the
“Bankruptcy
      Code”),
      any
      and all monies or other consideration payable or otherwise to be delivered
      in
      connection with such assignment or subletting shall be paid or delivered to
      Landlord, shall be and remain the exclusive property of Landlord and shall
      not
      constitute property of Tenant or of its estate within the meaning of the
      Bankruptcy Code. Any and all monies or other consideration constituting
      Landlord’s property under the preceding sentence not paid or delivered to
      Landlord shall be held in trust for the benefit of Landlord and be promptly
      paid
      or delivered to Landlord. Any assignee pursuant to the Bankruptcy Code shall
      be
      deemed to have assumed all of Tenant’s obligations under this Lease. Any such
      assignee shall on demand by Landlord execute and deliver to Landlord a written
      instrument confirming such assumption.

     

    ARTICLE
      20

     

    


     

    NOTICES

     

    All
      notices, requests and demands to be made hereunder shall be in writing at the
      address set forth in the Basic Lease Provisions, as applicable, by any of the
      following means: (a) personal service (including service by recognized
      overnight delivery/courier service, such as DHL or FEDEX); or
      (b) registered or certified, first class mail, return receipt requested.
      Such addresses may be changed by notice to the other party given in the same
      manner provided above. Any notice, request, or demand sent pursuant to
      clause (a) of this Article 20
      shall be
      deemed received upon such personal delivery or service (or the date of refusal,
      if personal service or delivery is refused), and if sent pursuant to
      clause (b), shall be deemed received three (3) days following deposit in
      the mails.

     

    ARTICLE
      21

     

    


     

    SURRENDER
      OF POSSESSION

     

    21.1 Surrender

     

    .
      At the
      expiration of the tenancy created hereunder, whether by lapse of time or
      otherwise, Tenant shall surrender the Premises broom clean and in good condition
      and repair, and shall remove all of its personal property, furniture, fixtures,
      and equipment, any Tenant Changes which Tenant is required elsewhere in this
      Lease to remove, and all cabling and wiring installed by or for Tenant. Tenant’s
      obligations shall include the repair of any damage occasioned by the
      installation, maintenance or removal of Tenant’s personal property, furniture,
      fixtures, equipment, cabling and wiring, as well as any Tenant’s Work, Tenant’s
      alterations or Tenant’s Changes that Tenant is hereby required to remove, and
      the removal of any generators or storage tanks installed by or for Tenant
      (whether or not the installation was consented to by Landlord), and the removal,
      replacement, or remediation of any soil, material or ground water contaminated
      by Tenant’s Permittees, all as may then be required by applicable
      Laws.

     


    
      
        
        

      

      
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    21.2 Holding
      Over

     

    .
      Tenant
      shall have the right, by written notice given to Landlord given not later thirty
      (30) days prior to the scheduled expiration of the then-effective Term (the
      “Approved
      Holdover Notice”),
      time
      being of the essence in connection therewith, to hold over at the Premises
      on a
      month-to-month basis for up to a total of three (3) months (the “Approved
      Holdover Period”).
      Such
      occupancy shall be subject to all the terms and provisions of this Lease
      applicable during the final year of the then-effective Term, including as to
      Minimum Monthly Rent and Additional Rent. After delivery of the Approved
      Holdover Notice, Tenant shall be deemed to have elected to remain at the
      Premises for the entire Approved Holdover Period, provided that Tenant may
      elect
      to terminate such holdover, effective at the end of any calendar month during
      the Approved Holdover Period, upon at least thirty (30) days’ prior written
      notice to Landlord. Notwithstanding anything to the contrary elsewhere herein,
      Tenant shall have no right to hold over at the Premises following termination
      of
      this Lease pursuant to Articles
      10, 12, 25, or
      26,
      and
      Tenant’s rights under this paragraph shall not advance, delay, or otherwise
      affect the deadline by which Tenant must exercise its Extension Term Option.
      If
      Tenant fails to surrender the Premises upon the expiration or earlier
      termination of this Lease (or upon expiration of the Approved Holdover Period,
      if Tenant has duly elected same pursuant to this paragraph), occupancy of the
      Premises thereafter shall be that of a tenancy at sufferance, subject to all
      the
      terms and provisions of this Lease, and Tenant shall pay an amount (on a per
      month basis without reduction for partial months during the holdover) equal
      to
      125% of the Minimum Annual Rent due for the period immediately preceding the
      holdover, plus 100% of all Additional Rent. Except with respect to the Approved
      Holdover Period, (i) no holdover by Tenant or payment by Tenant after the
      expiration or early termination of this Lease shall be construed to extend
      the
      Term or prevent Landlord from immediate recovery of possession of the Premises
      by summary proceedings or otherwise, and (ii) nothing herein shall be construed
      as consent to such holding over.

     

    ARTICLE
      22

     

    


     

    QUIET
      ENJOYMENT

     

    Subject
      to the provisions of this Lease and conditioned upon performance of all of
      the
      provisions to be performed by Tenant hereunder, Landlord shall secure to Tenant
      during the Lease Term the quiet and peaceful possession of the Premises and
      all
      rights and privileges appertaining thereto, free from hindrance or molestation
      by Landlord and those claiming by, through or under Landlord.

     

    ARTICLE
      23

     

    


     

    SUBORDINATION

     

    Tenant
      agrees, within ten (10) days following the request of Landlord, to execute
      such
      documents or instruments as may be requested by Landlord or its lender(s) to
      subordinate this Lease to any mortgage or deed of trust held by any lender
      now
      or hereafter in force against the Premise or the Property, provided that such
      mortgagees or beneficiaries agree in writing not to disturb Tenant’s possession
      of the Premises in the event of foreclosure if Tenant is not in default. The
      failure of Tenant to so timely execute any such instrument or other document
      shall constitute a default hereunder. 

     

    ARTICLE
      24

     

    


     

    ESTOPPEL
      CERTIFICATE; FINANCIAL STATEMENTS

     

    Tenant
      shall, at any time and from time to time within ten (10) days after written
      request therefor by Landlord, without charge, deliver a certificate to Landlord
      or to any person or entity designated by Landlord, certifying the date the
      Lease
      Term commenced, the date the rent commenced and is paid through, the amount
      of
      rent and other charges due under the Lease, the expiration date of the Lease
      Term,

     


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    that
      this
      Lease is then in full force and effect, setting forth the amount and nature
      of
      modifications, defenses, or offsets, if any, claimed by Tenant, and any other
      factual matter concerning the Lease, the Tenant, or the Premises requested
      by
      Landlord or such person or entity. 

     

    Tenant
      acknowledges that it has provided Landlord with certain financial statement(s)
      as a material inducement to Landlord’s agreement to lease the Premises to
      Tenant, and that Landlord has relied on the accuracy of such financial
      statement(s) in entering into this Lease. Tenant represents and warrants that
      the information contained in such financial statement(s) is true, complete
      and
      correct in all material respects. Within ten (10) days from request by Landlord,
      Tenant will make available to Landlord or to any prospective purchaser or lender
      of the Property, audited financial statements of Tenant and any guarantor,
      provided, if Tenant is not a publicly traded entity, that Landlord or any such
      prospective purchaser or lender agrees to maintain such statements and
      information in confidence, and provided further that if audited financial
      statements of Tenant are not available at the time of such request, Tenant
      may
      deliver unaudited statements prepared in accordance with generally accepted
      accounting principles consistently applied and certified to be true and correct
      by Tenant’s chief financial officer. Notwithstanding the foregoing, so long as
      the named Tenant herein is a publicly traded corporation and its financial
      information is readily available to the public, Tenant will not be required
      to
      deliver additional financial statements to Landlord.

     

    ARTICLE
      25

     

    


     

    DEFAULT

     

    25.1 Default

     

    .
      The
      occurrence of any or more of the following events shall constitute a material
      breach and default of this Lease (each, an “Event of Default”):

     

    (a) Any
      failure by Tenant to pay Minimum Monthly Rent, Operating Expenses, Additional
      Rent or any other charge when due where such failure continues for more than
      five (5) days after written notice to Tenant of such delinquency (which notice
      may be concurrent with any notice required under RCW 59.12.030); provided,
      however, after the second (2nd)
      late
      payment in any twelve (12) month period, notice from Landlord shall no longer
      be
      necessary and the failure to pay rent when due shall be an Event of Default;
      or

     

    (b) Any
      failure by Tenant to observe or perform any other provision, covenant or
      condition of this Lease to be observed or performed by Tenant not provided
      for
      in subparagraph (a)
      above
      and subparagraph (d)
      below
      where such failure continues for thirty (30) days after written notice thereof
      by Landlord to Tenant, provided that if the nature of such breach is such that
      although curable, the breach cannot reasonably be cured within a thirty (30)
      day
      period, an Event of Default shall not exist if Tenant shall commence to cure
      such breach and thereafter rectifies and cures such breach with due diligence;
      or 

     

    (c) [Reserved];
      or

     

    (d) A
      general
      assignment by Tenant for the benefit of creditors, or the filing by or against
      Tenant of any proceeding under any insolvency or bankruptcy law, or the
      appointment of a trustee or receiver to take possession of all or substantially
      all of Tenant’s assets located upon the Premises or of Tenant’s interest in this
      Lease; or

     

    (e) [Reserved];
      or

     

    (f) [Reserved];
      or

     


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    (g) [Reserved];
      or

     

    (h) The
      occurrence of an Event of Default as defined in any other provision of this
      Lease.

     

    25.2 Remedies

     

    .

     

    (a) Reentry
      and Termination

     

    .
      Upon
      and during the continuance of an Event of Default, Landlord, in addition to
      any
      other remedies available to Landlord at law or in equity, at Landlord’s option,
      may without further notice or demand of any kind to Tenant or any other
      person:

     

    1. Declare
      the Lease Term ended and reenter the Premises and take possession thereof and
      remove all persons therefrom, and Tenant shall have no further claim to the
      Premises; or

     

    2. Without
      declaring this Lease ended, reenter the Premises and occupy the whole or any
      part thereof for and on account of Tenant and collect any unpaid Minimum Monthly
      Rent, rent, Additional Rent, Operating Expenses and other charges, which have
      become payable, or which may thereafter become payable; or

     

    3. Even
      though Landlord may have reentered the Premises, thereafter elect to terminate
      this Lease and all of the rights of Tenant in or to the Premises.

     

    (b) Express
      Termination Required

     

    .
      Should
      Landlord have reentered the Premises under the provisions of Paragraph 25.2(a)(2)
      above,
      Landlord shall not be deemed to have terminated this Lease, or the liability
      of
      Tenant to pay any Minimum Monthly Rent, Operating Expenses, Additional Rent
      or
      other charges thereafter accruing, or to have terminated Tenant’s liability for
      damages under any of the provisions of this Lease, by any such reentry or by
      any
      action, in unlawful detainer or otherwise, to obtain possession of the Premises,
      unless Landlord shall have notified Tenant in writing that Landlord had elected
      to terminate this Lease. Tenant further covenants that the service by Landlord
      of any notice pursuant to the unlawful detainer statutes of the State where
      the
      Property is situated and the surrender of possession pursuant to such notice
      shall not (unless Landlord elects to the contrary at the time of or at any
      time
      subsequent to the serving of such notices and such election is evidenced by
      a
      written notice to Tenant) be deemed to be a termination of this
      Lease.

     

    (c) Damages

     

    .
      Should
      Landlord elect to terminate this Lease pursuant to the provisions of
Paragraphs 25.2(a)(1)
      or
25.2(a)(3)
      above,
      Landlord may recover from Tenant as damages, the following:

     

    1. The
      worth
      at the time of award of any unpaid Minimum Monthly Rent, Operating Expenses,
      Additional Rent or other charges which had been earned at the time of such
      termination; plus

     

    2. The
      worth
      at the time of award of the amount by which the unpaid Minimum Monthly Rent,
      Operating Expenses, Additional Rent or other charges which would have been
      earned after termination until the time of award exceeds the amount of such
      loss
      Tenant proves could have been reasonably avoided; plus

     

    3. The
      worth
      at the time of award of the amount by which the unpaid Minimum Monthly Rent,
      Operating Expenses, Additional Rent or other charges for the balance of the
      Lease Term after the time of award exceeds the amount of such loss that Tenant
      proves could be reasonably avoided; plus

     


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    4. any
      other
      amount necessary to compensate Landlord for all the detriment proximately caused
      by Tenant’s failure to perform Tenant’s obligations under this Lease or which in
      the ordinary course of things would be likely to result therefrom, including,
      but not limited to any costs or expenses incurred by Landlord in
      (i) retaking possession of the Premises, including reasonable attorneys’
fees, (ii) maintaining or preserving the Premises after the occurrence of
      an Event of Default, (iii) preparing the Premises for reletting to a new
      tenant, including repairs or alterations to the Premises for such reletting,
      (iv) leasing commissions, and (v) any other costs necessary or
      appropriate to relet the Premises; plus

     

    5. At
      Landlord’s election, such other amounts in addition to or in lieu of the
      foregoing as may be permitted from time to time by the laws of the State where
      the Property is situated.

     

    (d) Alternative
      Damages

     

    .
      Should
      Landlord elect to bring an action against Tenant in unlawful detainer or for
      damages or both or otherwise (and Landlord may bring as many actions as Landlord
      may elect to bring throughout the Lease Term), without terminating this Lease,
      Landlord may recover from Tenant as damages the following:

     

    1. The
      worth
      at the time of award of any unpaid Minimum Monthly Rent, Operating Expenses,
      Additional Rent or other charges which had been earned at the time Landlord
      recovered possession of the Premises; plus

     

    2. The
      worth
      at the time of award of the amount by which the unpaid Minimum Monthly Rent,
      Operating Expenses, Additional Rent or other charges which would have been
      earned after the date Landlord recovered possession until the time of award
      exceeds the amount of such loss Tenant proves could have been reasonably
      avoided; plus

     

    3. Any
      other
      amount necessary to compensate Landlord for all the detriment proximately caused
      by Tenant’s failure to perform Tenant’s obligations under this Lease, including
      but not limited to, any costs or expenses incurred by Landlord in
      (i) retaking possession of the Premises, including reasonable attorneys’
fees, (ii) maintaining or preserving the Premises after the occurrence of
      an Event of Default, (iii) preparing the Premises for reletting to a new
      tenant, including repairs or alterations to the Premises for such reletting,
      (iv) leasing commissions, and (v) any other costs necessary or
      appropriate to relet the Premises; plus

     

    4. At
      Landlord’s election, such other amounts in addition to or in lieu of the
      foregoing as may be permitted from time to time by the laws of the State where
      the Property is situated.

     

    (e) Definitions

     

    .
      As used
      in Paragraphs 25.2(c)(1),
      25.2(c)(2),
      and
25.2(d)(1)
      above,
      the “worth at the time of award” is computed by allowing interest at the
      Interest Rate (defined below). As used in Paragraphs 25.2(c)(3)
      and
25.2(d)(2)
      above,
      the “worth
      at the time of award”
      is
      computed by discounting such amount at the discount rate of the Federal Reserve
      Bank situated nearest to the location of the Property at the time of award
      plus
      two (2) percentage points.

     

    (f) Computation
      of Certain Sums

     

    .
      For all
      purposes of this Article 25,
      Operating Expenses, Additional Rent and other charges shall be computed on
      the
      basis of the average monthly amount thereof accruing during the immediately
      preceding sixty (60) month period, except that if it becomes necessary to
      compute such amounts before such a sixty (60) month period has occurred then
      such amounts shall be computed on the basis of the average monthly amounts
      accruing during such shorter period.

     

    (g) Use
      of
      Fixtures

     

    .
      Upon
      the occurrence of and during the continuation of any Event of Default, Landlord
      may, at Landlord’s option, permit all of Tenant’s fixtures, furniture,
      equipment, improvements,

     


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    additions,
      alterations, and other personal property to remain on the Premises and Landlord
      shall have the right to take the exclusive possession of same and to use same,
      rent or charge free, until the Event of Default is cured or, at Landlord’s
      option, at any time during the Lease Term, require Tenant to forthwith remove
      same. In the event of any entry or taking possession of the Premises, Landlord
      shall have the right, but not the obligation to remove all or any part of the
      fixtures, furniture, equipment and other personal property located in the
      Premises and may place the same in storage at a public warehouse at the expense
      and risk of the owner or owners thereof.

     

    (h) Cumulative
      Remedies

     

    .
      The
      remedies given to Landlord in this Paragraph 25
      shall be
      in addition and supplemental to all other rights or remedies which Landlord
      may
      have at law, in equity or by statute and the exercise of any one remedy shall
      not preclude the subsequent or concurrent exercise of further or additional
      remedies.

     

    (i) No
      Waiver

     

    .
      The
      waiver by Landlord of any breach of any term, covenant or condition herein
      contained in this Lease shall not be deemed to be a waiver of such term,
      covenant or condition of any subsequent breach of the same or any other term,
      covenant or condition of this Lease. The subsequent acceptance of Minimum
      Monthly Rent, Operating Expenses, Additional Rent or other charges due hereunder
      shall not be deemed to be a waiver of any preceding breach by Tenant of any
      term, covenant or condition of this Lease, other than the failure of Tenant
      to
      pay the particular amount so accepted regardless of Landlord’s knowledge of such
      preceding breach at the time of acceptance of such amount. No covenant, term,
      or
      condition of this Lease shall be deemed to have been waived by Landlord unless
      such waiver shall be in writing and signed by Landlord.

     

    25.3 Interest

     

    .
      Any sum
      accruing to Landlord under the terms and provisions of this Lease which shall
      not be paid when due shall bear interest at the interest rate provided herein
      from the date the same becomes due and payable by the terms and provisions
      of
      this Lease until paid, unless otherwise specifically provided in this Lease.
      The
      interest rate which shall apply shall be the lesser of (i) twelve percent
      (12%) per annum or (ii) the highest rate allowed by applicable law (the
“Interest
      Rate”).

     

    ARTICLE
      26

     

    


     

    INSOLVENCY

     

    26.1 Breach
      of
      Lease

     

    .
      Subject
      to the applicable United States Bankruptcy Code and other laws, the filing
      of
      any petition by or against Tenant under any chapter of the Bankruptcy Act,
      or
      any successor statute thereto, or the adjudication of Tenant as a bankrupt
      or
      insolvent, or the appointment of a receiver or trustee to take possession of
      all
      or substantially all of the assets of Tenant, or a general assignment by Tenant
      for the benefit of creditors, or any other action taken or suffered by Tenant
      under any state or federal insolvency or bankruptcy act, shall constitute a
      default under and breach of this Lease by Tenant, regardless of Tenant’s
      compliance with the other provisions of this Lease; and Landlord at its option
      by written notice to Tenant may exercise all rights and remedies provided for
      in
Article 25,
      including the termination of this Lease, effective of such notice, without
      the
      necessity of further notice under Article 25.

     

    26.2 Operation
      of Law

     

    .
      Neither
      this Lease, nor any interest herein, nor any estate created hereby, shall pass
      by operation of law under any state or federal insolvency or bankruptcy act
      to
      any trustee, receiver, assignee for the benefit of creditors or any other person
      whatsoever without the prior written consent of Landlord, which shall not be
      unreasonably withheld. Any purported transfer in violation of the provisions
      of
      this Paragraph 26.2
      shall
      constitute a default under and breach of this Lease, regardless of Tenant’s
      compliance with the other provisions of this Lease; and Landlord at its option
      by written notice

     


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    to
      Tenant
      may exercise all rights and remedies provided for in Article 25,
      including the termination of this Lease, effective on service of such notice
      without the necessity of further notice under Article 25.

     

    26.3 Non-Waiver

     

    .
      The
      acceptance of rent at any time and from time to time by Landlord from Tenant
      as
      debtor in possession or from a transferee of the type mentioned in Paragraph 26.2,
      shall
      not preclude Landlord from exercising its rights under this Article 26
      at any
      time hereafter.

     

    26.4 Events
      of
      Bankruptcy

     

    (a) Tenant’s
      becoming insolvent, as that term is defined in Title 11 of the United
      States Code, entitled Bankruptcy, U.S.C. Sec. 101 et. seq. (the
“Bankruptcy
      Code”),
      or
      under the insolvency laws of the State in which the Premises are situated
      (“Insolvency Laws”);

     

    (b) The
      appointment of a receiver or custodian for any or all of Tenant’s property or
      assets, or the institution of a foreclosure action upon any of Tenant’s real or
      personal property;

     

    (c) The
      filing of a voluntary petition under the provisions of the Bankruptcy Code
      or
      Insolvency Laws;

     

    (d) The
      filing of an involuntary petition against Tenant as the subject debtor under
      the
      Bankruptcy Code or Insolvency Laws, which is either not dismissed within sixty
      (60) days of filing, or results in the issuance of an order for relief against
      the debtor, whichever is later; or

     

    (e) Tenant’s
      making or consenting to an assignment for the benefit of creditors or a common
      law composition of creditors.

     

    26.5 Landlord’s
      Remedies

     

    .

     

    (a) Termination
      of Lease

     

    .
      Upon
      occurrence of an Event of Bankruptcy, Landlord shall have the right to terminate
      this Lease by giving written notice to Tenant; provided, however, that this
      Paragraph 26.5(a)
      shall
      have no effect while a case in which Tenant is the subject debtor under the
      Bankruptcy Code is pending, unless Tenant or its Trustee is unable to comply
      with the provisions of Paragraph 26.5(d)
      and
(e)
      below.
      At all other times this Lease shall automatically cease and terminate, and
      Tenant shall be immediately obligated to quit the Premises upon the giving
      of
      notice pursuant to this Paragraph 26.5(a).
      Any
      other notice to quit, or notice of Landlord’s intention to re-enter is hereby
      expressly waived. If Landlord elects to terminate this Lease, everything
      contained in this Lease on the part of Landlord to be done and performed shall
      cease without prejudice; subject, however, to the rights of Landlord to recover
      from Tenant all rent and any other sums accrued up to the time of termination
      or
      recovery of possession by Landlord, whichever is later, and any other monetary
      damages or loss of reserved rent sustained by Landlord.

     

    (b) Suit
      for
      Possession

     

    .
      Upon
      termination of this Lease pursuant to Paragraph 26.5(a),
      Landlord
      may proceed to recover possession under and by virtue of the provisions of
      laws
      of any applicable jurisdiction, or by such other proceedings, including re-entry
      and possession, as may be applicable.

     

    (c) Non-Exclusive
      Remedies

     

    .
      Without
      regard to any action by Landlord as authorized by Paragraph 26.5(a)
      and
(b)
      above,
      Landlord may at its discretion exercise all the additional provisions set forth
      in Article 25.

     

    (d) Assumption
      or Assignment by Trustee

     

    .
      In the
      event Tenant becomes the subject debtor in a case pending under the Bankruptcy
      Code, Landlord’s right to terminate this Lease pursuant to

     


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    Paragraph 26.5(a)
      shall be
      subject to the rights of the Trustee in Bankruptcy to assume or assign this
      Lease. The Trustee shall not have the right to assume or assign this Lease
      unless the Trustee (i) promptly cures all defaults under this Lease,
      (ii) promptly compensates Landlord for monetary damages incurred as a
      result of such default, and (iii) provides adequate assurance of future
      performance on the part of Tenant as debtor in possession or on the part of
      the
      assignee Tenant.

     

    (e) Adequate
      Assurance of Future Performance

     

    .
      Landlord and Tenant hereby agree in advance that adequate assurance of future
      performance, as used in Paragraph 26.5(d)
      above,
      shall mean that all of the following minimum criteria must be met:
      (i) Tenant must pay its estimated pro rata share of the cost of all
      services provided by Landlord (whether directly or through agents or contractors
      and whether or not previously included as part of the Minimum Monthly Rent),
      in
      advance of the performance or provision of such services; (ii) the Trustee
      must agree that Tenant’s business shall be conducted in a first class manner,
      and that no liquidating sales, auctions, or other non-first class business
      operations shall be conducted on the Premises (iii) the Trustee must agree
      that the use of the Premises as stated in this Lease will remain unchanged
      and
      that no prohibited use shall be permitted; and (iv) the Trustee must agree
      that the assumption or assignment of this Lease will not violate or affect
      the
      rights of other tenants in the Property.

     

    (f) Failure
      to Provide Adequate Assurance

     

    .
      In the
      event Tenant is unable to (i) cure its defaults, (ii) reimburse the
      Landlord for its monetary damages, (iii) pay the rent due under this Lease
      and all other payments required of Tenant under this Lease on time (or within
      three (3) days), or (iv) meet the criteria and obligations imposed by
Paragraph 26.5(d)
      above,
      Tenant agrees in advance that it has not met its burden to provide adequate
      assurance of future performance, and this Lease may be terminated by Landlord
      in
      accordance with Paragraph 26.5(a)
      above.

     

    ARTICLE
      27

     

    


     

    REMEDIES
      CUMULATIVE

     

    The
      various rights, elections, and remedies of Landlord contained in this Lease
      shall be cumulative, and no one of them shall be construed as exclusive of
      any
      other, or any right, priority, or remedy allowed or provided for by
      law.

     

    ARTICLE
      28

     

    


     

    ATTORNEY’S
      FEES

     

    If
      either
      party hereto shall file any action or bring any proceeding against the other
      party arising out of this Lease or for the declaration of any rights hereunder,
      the prevailing party therein shall be entitled to recover from the other party
      all costs and expenses, including reasonable attorneys’ fees, incurred by the
      prevailing party as determined by the court. If either party (“secondary party”)
      without its fault is made a party to litigation instituted by or against the
      other party, the primary party shall pay to the secondary party all costs and
      expenses, including reasonable attorneys’ fees, incurred by the secondary party
      in connection therewith.

     

    ARTICLE
      29

     

    


     

    LIABILITY
      OF MANAGER

     

    The
      Building’s Property Manager is Landlord’s manager and rental agent in all
      matters concerning this Lease and the Premises, and Tenant, until notified
      in
      writing to the contrary by either the

     


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    Landlord
      or Property Manager or the Assignee of Landlord’s interest under this Lease,
      shall recognize such agency and pay all rental, furnish all statements, and
      give
      any notice which Tenant may be under the duty of giving hereunder, or may elect
      to give hereunder, to Property Manager at its offices set forth in the Basic
      Lease Provisions, instead of to the Landlord. As long as such agency shall
      exist, the rights and options extended to Landlord shall be deemed extended
      to
      Property Manager, and each and every other term and provision of this Lease
      which is in any way beneficial to the Landlord, including especially every
      stipulation against liability, or limiting liability, shall inure to the benefit
      of Property Manager and its agents and shall be applicable to Property Manager
      and its agents in the same manner and as fully and with the same effect as
      to
      Landlord. Whenever Landlord’s consent is required, Tenant shall request such
      consent from Property Manager. The consent of Property Manager shall be deemed
      the consent of Property Manager and Landlord.

     

    ARTICLE
      30

     

    


     

    NO
      PARTNERSHIP

     

    Landlord
      shall not in any way for any purpose be deemed a partner, joint venturer or
      member of any joint enterprise with Tenant.

     

    ARTICLE
      31

     

    


     

    SUBTENANCIES

     

    The
      voluntary or other surrender of this Lease by Tenant or a mutual cancellation
      of
      this Lease shall not effect a merger and shall, at Landlord’s option, terminate
      all existing subtenancies or operate as an assignment to Landlord of any or
      all
      of such subtenancies.

     

    ARTICLE
      32

     

    


     

    SUCCESSORS

     

    This
      Lease shall be binding upon and shall inure to the benefit of the parties hereto
      and their successors and permitted assigns. The term “successors”
      is used
      herein in its broadest possible meaning and includes, but is not limited to,
      every person succeeding to any interest in this Lease or the premises of
      Landlord or Tenant herein whether such succession results from the act or
      omission of such party. Every covenant and condition of this Lease shall be
      binding upon all assignees, subtenants, licensees, and concessionaires of
      Tenant.

     

    ARTICLE
      33

     

    


     

    REMOVAL
      OF TENANT’S PERSONAL PROPERTY

     

    Upon
      the
      expiration of the Term of this Lease or upon any earlier termination thereof,
      Tenant shall remove at its own expense all trade fixtures, equipment, and
      personal property (collectively called “Tenant’s
      Personal Property”)
      in this
      Lease which were installed by Tenant or any subtenant, concessionaire or
      licensee in or upon the Premises; but if Tenant is in default, Tenant shall
      not
      remove Tenant’s Personal Property unless notified by Landlord to do so. In case
      of any injury or damage to the Building or any portion of the Premises resulting
      from the removal of Tenant’s Personal Property, Tenant shall promptly pay to
      Landlord the cost of repairing such injury or damage. If Tenant fails to so
      remove Tenant’s Personal Property, Landlord may, at Landlord’s option, retain
      any or all thereof, and title thereto shall thereupon vest in Landlord without
      the execution of documents or sale or conveyance by Tenant; or

     


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    Landlord
      may remove any or all items thereof from the Premises and dispose of them in
      any
      manner Landlord sees fit, and Tenant shall pay upon demand to Landlord the
      actual expense of such removal and disposition together with interest from
      the
      date of payment by Landlord until repayment by Tenant.

     

    ARTICLE
      34

     

    


     

    EFFECT
      OF CONVEYANCE

     

    If,
      during the Term of this Lease, Landlord conveys its interest in the Property,
      the Premises or this Lease, then, from and after the effective date of such
      conveyance, Landlord shall be released and discharged from any and all further
      obligations and responsibilities under this Lease, and the transferee shall
      be
      deemed, without any further agreement between the parties or their successors
      in
      interest or between the parties and any such transferee, to have assumed and
      agreed to carry out any and all of the subsequent covenants and obligations
      of
      the Landlord under this Lease. Any security given by Tenant to secure
      performance of its obligations hereunder may be transferred and assigned by
      Landlord to such transferee.

     

    ARTICLE
      35

     

    


     

    LANDLORD’S
      DEFAULT; NOTICE TO LENDER

     

    35.1 Landlord’s
      Default

     

    .
      In the
      case of a default by Landlord, Landlord shall commence promptly to cure such
      default immediately after receipt of written notice from Tenant specifying
      the
      nature of such default and shall complete such cure within thirty (30) days
      thereafter, provided that if the nature of such default is such that it cannot
      be cured within said thirty (30) day period, Landlord shall have such additional
      time as may be reasonably necessary to complete its performance, so long as
      Landlord has proceeded with diligence after receipt of Tenant’s notice and is
      then proceeding with diligence to cure such default.

     

    35.2 Notice
      to
      Lender

     

    .
      Whenever Tenant serves notice on Landlord of Landlord’s default, written notice
      shall also be served at the same time upon the mortgagee under any first
      mortgage or beneficiary under any first deed of trust, so long as Landlord
      has
      provided Tenant with written notice of such mortgagee. Such mortgagee or
      beneficiary shall have the periods of time within which to cure Landlord’s
      defaults as are provided in Paragraph 35.1,
      which
      periods shall commence to run ten (10) days after the commencement of the
      periods within which Landlord must cure its defaults under Paragraph 35.1.
      In this
      connection, any representative of the mortgagee or beneficiary shall have the
      right to enter upon the Premises for the purpose of curing the Landlord’s
      default. Such mortgagee or beneficiary shall notify Landlord and Tenant in
      the
      manner provided by Article 20
      of the
      address of such mortgagee or beneficiary to which such notice shall be sent,
      and
      the agreements of Tenant hereunder are subject to prior receipt of such
      notice.

     

    35.3 Independent
      Covenants; Limitation of Remedies and Landlord’s Liability

     

    .
      The
      obligations of Landlord and Tenant, respectively, under this Lease are expressly
      agreed by the parties to be independent covenants. If Landlord fails to perform
      any obligation under this Lease required to be performed by Landlord, Tenant
      shall have no right to: (i) terminate this Lease; (ii) avail itself of
      self-help or to perform any obligation of Landlord except as expressly permitted
      in Paragraph 35.1
      above;
      (iii) abate or withhold any rent or any other charges or sums payable by
      Tenant under this Lease; or (iv) any right of setoff. If Landlord is in
      default hereunder, and as a consequence Tenant recovers a money judgment against
      Landlord, such judgment shall be satisfied only out of the proceeds of sale
      received on execution of the judgment and levy against the right, title and
      interest of Landlord in the Premises, and out of rent or other income from
      the
      Premises receivable by Landlord or out of the consideration received by
      Landlord

     


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    from
      the
      sale or other disposition of all or any part of Landlord’s right, title and
      interest in the Premises. Neither Landlord, nor any agent, officer, director,
      partner or employee of Landlord shall be personally liable for any portion
      of
      such a judgment. If at any time the holder of Landlord’s interest hereunder is a
      partnership, limited liability company or joint venture, a deficit in the
      capital account of any partner, member or joint venturer shall not be considered
      an asset of such partnership, limited liability company or joint venture.


     

    ARTICLE
      36

     

    


     

    RESERVED

     

    Article
      37

     

    


     

    INTERPRETATION

     

    The
      captions by which the articles and paragraphs of this Lease are identified
      are
      for convenience only, and shall not affect the interpretation of this Lease.
      Wherever the context so requires, the singular number shall include the plural,
      the plural shall refer to the singular and the neuter gender shall include
      the
      masculine and feminine genders. If there is more than one signatory hereto
      as
      Tenant, the liability of such signatories shall be joint and several. If any
      provision of this Lease shall be held to be invalid by a court, the remaining
      provisions shall remain in effect and shall in no way be impaired
      thereby.

     

    ARTICLE
      38

     

    


     

    ENTIRE
      INSTRUMENT

     

    It
      is
      understood that there are no oral agreements between the parties hereto
      affecting this Lease, and this Lease supersedes and cancels any and all previous
      negotiations, arrangements, brochures, agreements and understandings, if any,
      between the parties hereto or displayed by Landlord to Tenant with respect
      to
      the subject matter thereof, and none thereof shall be used to interpret or
      construe this Lease. This is the final and complete expression of the parties’
agreement, all of the agreements heretofore and contemporaneously made by the
      parties are contained in this Lease, and this Lease cannot be modified in any
      respect except by a writing executed by Landlord and Tenant. All terms and
      conditions hereof shall apply on the date of mutual execution hereof except
      as
      otherwise expressly set forth herein. Time is of the essence
      hereof.

     

    ARTICLE
      39

     

    


     

    EASEMENTS;
      RECORDING

     

    This
      Lease is made expressly subject to:

     

    (a) any
      conditions, covenants, restrictions, easements, and other matters now or
      hereafter of record against the Premises or the Property; and 

     

    (b) any
      easements for utilities or ingress and egress which now or hereafter may be
      placed of record by Landlord for purposes of the common benefit of the occupants
      of the Property. Tenant agrees, subject to the provisions of Article 23,
      to
      execute such documents necessary to subordinate its interest hereunder to such
      easements. 

     


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    Neither
      Landlord nor Tenant shall record this Lease or any “short-form” or other
      memorandum thereof.

     

    ARTICLE
      40

     

    


     

    SALE
      BY LANDLORD

     

    The
      Premises and/or Landlord’s interest under this Lease may be freely sold or
      assigned by Landlord, and in the event of any such sale or assignment, the
      covenants and obligations of Landlord herein shall be binding on each successive
      “landlord,” and its successors and assigns, only during their respective periods
      of ownership.

     

    ARTICLE
      41

     

    


     

    SECURITY
      MEASURES

     

    Tenant
      acknowledges (1) that the Minimum Monthly Rent does not include the cost of
      any
      security measures for any portion of the Property (2) that neither Landlord
      nor
      Property Manager shall have any obligation to provide any such security
      measures, (3) that neither Landlord nor Property Manager has made any
      representation to Tenant regarding the safety or security of the Property,
      and
      (4) that Tenant will be solely responsible for providing any security it deems
      necessary to protect itself, its property, and Tenant’s invitees in, on, or
      about the Building and the Property. If Landlord or Property Manager provides
      any security measures at any time, then neither Landlord nor Property Manager
      shall be obligated to continue providing such security measures and Landlord
      and
      Property Manager shall not be obligated to provide such security measures with
      any particular standard of care. Tenant assumes all responsibility for the
      security and safety of Tenant and Tenant’s property. Except as otherwise
      provided to the contrary in this Lease, Tenant releases Landlord and Property
      Manager from all claims for damage, loss, or injury to Tenant, Tenant’s
      Invitees, and/or to the personal property of Tenant and/or of Tenant’s Invitees,
      even if such damage, loss, or injury is caused by or results from the criminal
      or negligent acts of third parties. Landlord and Property Manager shall have
      no
      duty to warn Tenant of any criminal acts or dangerous conduct that has occurred
      in or near the Property, regardless of their knowledge of such crimes or
      conduct, and Tenant is hereby instructed to conduct its own investigation
      through local police agencies regarding any criminal acts or dangerous conduct
      that has occurred in or near the Property.

     

    ARTICLE
      42

     

    


     

    RESERVED

     

    Article
      43

     

    


     

    CHOICE
      OF LAW; WAIVER OF TRIAL BY JURY

     

    The
      laws
      of the state in which the Premises are situated shall govern this Lease. Tenant
      hereby waives trial by jury in any action, proceeding or counterclaim brought
      by
      either of the parties hereto on any matters whatsoever arising out of or in
      any
      way connected with this Lease, including without limitation, the relationship
      of
      Landlord and Tenant, Tenant’s use or occupancy of the Premises, or any claim of
      injury or damage, or the enforcement of any remedy under any law, statute,
      or
      regulation.

     


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    Article
      44

     

    


     

    HAZARDOUS
      SUBSTANCES

     

    44.1 Tenant’s
      Indemnity

     

    .
      Tenant
      shall be solely responsible and liable for, and shall indemnify, defend and
      hold
      harmless Landlord for, from and against any and all Hazardous Substances
      existing on the Premises or the Property or any other property, or present
      in or
      on the air, ground water, soil, buildings or other improvements or otherwise
      in,
      on, under or about the Premises or the Property or any other property, resulting
      from the Handling by Tenant’s Permittees of any Hazardous Substance during the
      period of Tenant’s occupancy or use of the Premises. Without limiting the
      generality of the foregoing, Tenant shall, at any time during the Term of the
      Lease and at the end of the Term of the Lease, perform all work necessary to
      render the Premises or any other property “clean” and free of all Hazardous
      Substances, in accordance with all present and then-applicable
      Laws.

     

    44.2 Covenant

     

    .
      Other
      than customary cleaning products and office products and equipment, Tenant
      shall
      not cause or permit any Hazardous Substance to be Handled in, upon, under or
      about the Premises (or any part thereof) or any part of the Property by Tenant’s
      Permittees without the prior written consent of Landlord. Notwithstanding the
      foregoing, Tenant shall promptly deliver to Landlord true copies of all
      governmental permits and approvals relating to the Handling of Hazardous
      Substances and all correspondence sent or received by Tenant’s Permittees
      regarding any Handling of Hazardous Substances in or about the Premises,
      including, without limitation, inspection reports and citations.

     

    44.3 Definitions

     

    .
      As used
      in this Article 44,
      the
      following terms shall have the following definitions:

     

    (a) “Hazardous
      Substance”
      means
      any chemical, compound, material, substance or other matter that: (i) is a
      flammable explosive, asbestos, radioactive material, nuclear medicine material,
      drug, vaccine, bacteria, virus, hazardous waste, toxic substance, petroleum
      product, or related injurious or potentially injurious material, whether
      injurious or potentially injurious by itself or in combination with other
      Substance; (ii) is controlled, designated in or governed by any Hazardous
      Substance Law; (iii) gives rise to any reporting, notice or publication
      requirements under any Hazardous Substance Law; or (iv) gives rise to any
      liability, responsibility or duty on the part of Tenant or Landlord with respect
      to any third person under any Hazardous Substance Law.

     

    (b) “Handle”
      or
“Handled”
      or
“Handling”
      means
      generated, produced, brought upon, used, handled, stored, treated or disposed
      of.

     

    (c) “Tenant’s
      Permittees”
      means
      and includes Tenant, Tenant’s employees, licensees, contractors, subcontractors,
      representatives, agents, officers, partners, directors, subtenants,
      sub-subtenants and invitees.

     

    (d) “Laws”
      means
      all applicable present and future laws, ordinances, rules, regulations,
      statutes, requirements, actions, policies, and common law of any local, state,
      Federal or quasi-governmental agency, body, board or commission.

     

    44.4 Breach
      of
      Obligations

     

    .
      If
      Tenant breaches the obligations set forth in Paragraphs 44.1
      and
44.2
      of this
      Lease, or if the presence of Hazardous Substances in, upon, under or about
      the
      Premises caused or permitted by Tenant’s Permittees results in contamination of
      the Premises or any other property, or if contamination of the Premises or
      any
      other property by Hazardous Substances otherwise occurs or exists at any time
      during or after the Term of this Lease, resulting from Tenant’s Permittee’s use
      of the Premises, then Tenant shall indemnify, defend and hold Landlord harmless
      from and against any

     


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    and
      all
      liabilities, costs, expenses, claims, judgments, damages, penalties, fines
      or
      losses (including without limitation, damages for the loss or restriction on
      use
      of rentable or usable space or of any amenity of the Premises or the Property,
      claims by any government agency or other third parties, and sums paid in
      settlement of claims, attorneys’ fees, consultants’ fees, experts’ fees and the
      like) which arise at any time during the Term of this Lease or after the Term
      of
      this Lease as a direct result therefrom. This obligation of Tenant to indemnify,
      defend and hold Landlord harmless shall survive and extend beyond the expiration
      or earlier termination of this Lease and includes, without limitation,
      indemnification against all costs incurred in connection with any investigation
      of site conditions or any studies, testing, reports, monitoring, clean-up,
      detoxification, decontamination, repairs, replacements, restoration and remedial
      work required by any federal, state or local governmental agency, authority
      or
      political subdivision because of any Hazardous Substance present in soil, ground
      water, air, buildings or other improvements or otherwise in, upon, under or
      about the Premises or the adjacent Property or any other property, air or water.
      Without limiting the foregoing, if the presence of any Hazardous Substance
      in,
      on, under or about the Premises or the Property due to the Handling of Hazardous
      Substances by Tenant’s Permittees results in contamination of the Premises or
      the Property or any other property, air or water, Tenant shall immediately
      take
      all actions at its sole cost and expense as are necessary or appropriate to
      return the Premises and the Property to the condition existing prior to the
      Handling, provided that Tenant obtains Landlord’s prior written approval of such
      actions and of the contractors and other persons performing such actions, which
      approval shall not be unreasonably withheld, so long as such actions would
      not
      potentially have any materially adverse long-term or short-term effect on the
      Premises or the Property. In any event, any and all actions by Tenant to return
      the Premises and the Property to the condition existing prior to the Handling
      of
      any such Hazardous Substance shall be done in compliance with all Laws, and
      in
      such a manner and at such times as to avoid interference with and/or
      inconvenience to any or all other tenants, occupants, contractors and invitees
      of any adjacent property to the maximum extent possible. It is the intent of
      Landlord and Tenant (and Landlord and Tenant hereby agree) that Landlord shall
      have no liability whatsoever for the existence or presence of Hazardous
      Substances in, upon, under or about the Premises resulting from the Handling
      of
      any Hazardous Substances in connection with Tenant’s occupancy or use of the
      Premises, and that Tenant shall have sole and absolute responsibility for the
      existence or presence of Hazardous Substances in, upon, under or about the
      Premises and shall fully indemnify and hold Landlord harmless from and against
      any liabilities, costs, expenses (including attorneys’ fees), claims, judgments,
      damages, demand, penalties, fines and losses arising from or in connection
      with
      the existence or presence of Hazardous Substances in, upon, under or about
      the
      Premises or the migration thereof from or to the Premises resulting from the
      Handling of any Hazardous Substances in connection with Tenant’s occupancy or
      use of the Premises. Tenant’s obligations under this Article shall survive the
      termination of this Lease.

     

    44.5 Handling;
      Notices

     

    .
      Without
      in any way diminishing or waiving the limitations on and obligations of Tenant
      set forth in this Article 44,
      if
      Tenant’s Permittees Handle Hazardous Substances in, upon, under or about the
      Premises, such Handling shall be done in full compliance with all Laws. In
      that
      connection, Landlord and its agents and representatives shall have the right,
      but not the obligation, at Tenant’s cost, to enter onto and to inspect the
      Premises and conduct investigations, studies, tests, reports, monitoring and
      analysis of the Premises and any and all Hazardous Substances at any and all
      reasonable times to determine whether Tenant is complying with its obligations
      under this Lease; provided, however, that before Landlord enters the Premises
      to
      conduct any such tests or investigations, Landlord shall provide Tenant with
      at
      least five (5) working days’ prior notice. Furthermore, Tenant shall immediately
      upon receipt thereof, provide to Landlord written notice of the
      following:

     

    (a) Any
      enforcement, clean-up or other regulatory action taken or threatened by any
      governmental authority with respect to the presence of any Hazardous Substances
      in, upon under or about the Premises or the migration thereof from or to other
      property;

     


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    (b) All
      demands or claims made or threatened by any third party against Tenant or the
      Premises relating to any loss or injury resulting from any Hazardous
      Substances;

     

    (c) Any
      spill, release, discharge or disposal of Hazardous Substances in, upon, under
      or
      about the Premises;

     

    (d) All
      matters with respect to which Tenant is required to give notice pursuant to
      any
      applicable health and safety regulations.

     

    Landlord
      shall have the right to join and participate in, as a party if it so elects,
      any
      legal proceedings or actions affecting the Premises initiated in connection
      with
      any Hazardous Substances or related laws.

     

    44.6 Landlord’s
      Indemnity

     

    .
      Landlord shall protect, defend, indemnify and hold harmless Tenant and its
      agents, officers, directors, contractors, employees, parents, subsidiaries,
      successors and assigns from and against any claims directly or indirectly
      related to the presence of any asbestos, asbestos containing building materials
      or other Hazardous Substances in or about the Premises, the Building, or the
      Property as of the Possession Date. This indemnity shall survive the termination
      of this Lease. 

     

    ARTICLE
      45

     

    


     

    AUTHORITY

     

    If
      Tenant
      is other than a natural person, each person executing this Lease on behalf
      of
      Tenant hereby covenants and warrants to Landlord that: such person is duly
      authorized to execute this Lease on behalf of Tenant; Tenant is duly qualified
      in all respects; all steps have been taken prior to the date hereof to qualify
      Tenant to do business in the state in which the Premises are situated; all
      franchise and other taxes have been paid to date; and all forms, reports, fees
      and other documents necessary to comply with applicable laws will be filed
      when
      due. Tenant will furnish to Landlord promptly upon demand, a corporate
      resolution, proof of due authorization of partners, or other appropriate
      documentation reasonably requested by Landlord evidencing the due authorization
      of Tenant to enter into this Lease.

     

    ARTICLE
      46

     

    


     

    BROKERS

     

    Tenant
      hereby represents and warrants that, other than Landlord’s Broker and Tenant’s
      Broker, Tenant has not employed any broker with regard to this Lease and that
      Tenant has no knowledge of any other broker being instrumental in bringing
      about
      this Lease transaction. Tenant shall indemnify Landlord against any expense
      incurred by Landlord as a result of any claim for brokerage or other commissions
      made by any other broker, finder, or agent, whether or not meritorious, employed
      by Tenant or claiming by, through or under Tenant. Tenant acknowledges that
      Landlord shall not be liable for any representations of Landlord’s leasing agent
      or other agents of Landlord regarding this Lease transaction except for the
      representations and covenants of Landlord expressly set forth in this
      Lease.

     

    ARTICLE
      47

     

    


     

    TENANT
      REPRESENTATION

     

    Neither
      Tenant nor any of its constituent partners, members or shareholders, nor any
      beneficial owner of Tenant or of any such partner, member or shareholder
      (i) is listed on the Specially Designated

     


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    Nationals
      and Blocked Persons List maintained by the Office of Foreign Asset Control,
      Department of the Treasury (“OFAC”)
      pursuant to the Executive Order No. 13224, 66 Fed. Reg. 49079
      (Sept. 25, 2001) (“Order”);
      (ii) is listed on any other list of terrorists or terrorist organizations
      maintained pursuant to the Order, the rules and regulations of OFAC or any
      other
      applicable requirements contained in any enabling legislation or other Executive
      Orders in respect of the Order (the Order and such other rules, regulations,
      legislation or orders are collectively called the "Orders"); (iii) is
      engaged in activities prohibited in the Orders; or (iv) has been convicted,
      pleaded nolo contendere, indicted, arraigned or custodially detained on charges
      involving money laundering or predicate crimes to money laundering.


     

    


    IN
      WITNESS WHEREOF, the parties hereto have executed this lease the day and year
      first above written.

     

    [SIGNATURES
      ON NEXT PAGE]

     


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    


     

    LANDLORD:

    


    GRE
      509
      OLIVE LLC, a Washington limited liability company 

    


    


    By:
       

    Name:
       

    Its:
       

    Date: 

    


    


    


    TENANT:

    


    ONVIA,
      INC., a Delaware corporation 

    


    


    By:
       

    Name:
       

    Its:
       

    Date: 

    


    


    



    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF WASHINGTON

               

              COUNTY
                OF KING

            	
               

              ss.

            


    

    


    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 GRE 509 OLIVE LLC,
      a
      Washington limited liability company, to be the free and voluntary act of such
      limited liability company for the uses and purposes mentioned in the
      instrument.

    


    Dated
      this _________________________
      day of
_________________________,
      2007.

    


    


    (Signature
      of Notary)

    


    


    (Legibly
      Print or Stamp Name of Notary)

    Notary
      public in and for the state of Washington,

    residing
      at 

    My
      appointment expires 

    


    


    


    


    
      	
              STATE
                OF WASHINGTON

               

              COUNTY
                OF KING

            	
               

              ss.

            


    

    


    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 ONVIA, INC., a Delaware
      corporation, to be the free and voluntary act of such corporation for the uses
      and purposes mentioned in the instrument.

    


    Dated
      this _________________________
      day of
_________________________,
      2007.

    


    


    (Signature
      of Notary)

    


    (Legibly
      Print or Stamp Name of Notary)

    Notary
      public in and for the state of Washington,

    residing
      at 

    My
      appointment expires 

    


    


    


    


    


    



    EXHIBIT
      “A”

     

    LEGAL
      DESCRIPTION

     

    All
      of
      Lot 6, except portion condemned by the City of Seattle for Westlake Avenue;
      all
      of Lot 7; all of Lot 5, except the South 20 feet thereof; and all of Lot 8,
      except the South 20 feet thereof; all in Block 2, Addition to the Town of
      Seattle as laid off by the heirs of Sarah A. Bell, (deceased, also known as
      Heirs of Sarah A. Bell’s addition to the City of Seattle), according to the
      Plat recorded in Volume I of Plats, page 103, in King County,
      Washington;

    


    Together
      with vacated alley lying between said portions of Lots 5 and 6 on the west,
      and
      Lot 7 and said portion of Lot 8 on the east.

    


     

    


    


    


    


    



    EXHIBIT
      “B”

     

    SPACE
      PLAN

     

    


    


    


    



    EXHIBIT
      “C”

     

    WORKLETTER

     

    1. Space
      Plan and Related Requirements.
      

    


    (a) Tenant’s
      architect is to prepare space plans for any desired alterations, additions,
      or
      improvements (the “Tenant’s
      Work”).
      Tenant shall cause its Architect to submit to Landlord for review and approval
      the space plans and specifications for Tenant’s Work, including without
      limitation final location of partitions, doors, ceiling devices, and final
      specifications for materials and finishes, electrical devices, electrical loads,
      heat loads, extraordinary floor loads, any security system desired by Tenant
      for
      the Premises, other special equipment and all other requirements (the
“Space
      Plans”),
      within twenty (20) days following mutual execution of this Lease . Landlord
      shall have five (5) business days after receiving the Space Plans to approve
      or
      disapprove them and provide Tenant and the Architect with its proposed changes
      to the Space Plans. If Landlord fails to object to the proposed Space Plans
      within such 5 business day period, Landlord’s approval of the Space Plans shall
      be deemed given. Following approval of the Space Plans, Tenant shall then cause
      its architects and engineers to prepare the initial “Working
      Drawings”
      detailing the complete scope of the Tenant’s Work, utilizing uniform Building
      standard specifications.

    


    (b) All
      space
      plans, related requirements, and Working Drawings referred to herein above
      shall
      be subject to Landlord’s approval, which approval shall not be unreasonably
      withheld. Landlord shall have five (5) business days after receiving the Working
      Drawings to approve or disapprove them and provide Tenant and the Architect
      with
      its proposed changes to the Working Drawings; provided, however, that in no
      event shall Tenant be required to make changes to the Working Drawings that
      are
      inconsistent or in conflict with the approved Space Plans. If Landlord fails
      to
      object to the proposed Working Drawings within such 5 business day period,
      Landlord’s approval of the Working Drawings shall be deemed given.

    


    (c) After
      final approval, no further changes may be made to the Working Drawings without
      the prior written approval of Tenant and Landlord. Additional revisions
      requested by the Tenant resulting in additional costs shall be the sole
      responsibility of the Tenant. Approval of Working Drawings shall be considered
      final authorization to proceed.

    


    (d) Tenant
      shall cause the approved Working Drawings to be submitted to the appropriate
      governmental agencies for plan review and building permit. Revisions which
      may
      be required by governmental agencies as a result of the plan review process
      shall be reviewed by Tenant and Landlord and modifications reflecting same
      shall
      be mutually agreed upon in a timely manner so as not to delay progress of the
      Tenant’s Work.

    


    2. Contractors.
      All
      contractors and subcontractors participating in construction of Tenant’s Work
      shall be reputable and shall meet all licensing and insurance requirements
      of
      the State of Washington, and be reasonably satisfactory to Landlord. Tenant’s
      choice of subcontractors shall not materially affect any guaranties or
      warranties relating to the Building or major Building systems. All Tenant’s Work
      shall be completed under the same general contractor (“Contractor”)
      unless
      otherwise agreed by Tenant. Tenant shall provide Landlord with:

    


    (a) The
      Contractor’s state contractor registration numbers;

    (b) Complete
      list of subcontractors with name, telephone number, address and contact
      name;

    (c) A
      set of
      Working Drawings approved by the City of Seattle; and


    
      
        
        

      

      
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    (d) A
      copy of
      the building permit for the Tenant’s Work. 

    


    3. Work
      Schedule.
      Tenant
      will provide a draft Work Schedule to Landlord seven (7) days prior to
      commencement of construction. 

    


    4. Construction
      Work and Costs.
      Tenant
      shall complete the Tenant’s Work at Tenant’s sole risk, cost and expense (except
      for the Tenant Allowance and the Design Allowance described below). The
      construction shall be performed in a good and workmanlike manner and in
      compliance with all applicable rules, laws, codes and regulations, including
      all
      reasonable and applicable safety procedures established by Landlord’s
      Construction Representative. The following conditions during construction of
      the
      Tenant’s Work shall apply to Tenant and Tenant’s Contractor.

    


    (a) Tenant’s
      Contractor shall use commercially reasonable efforts to avoid interfering with
      the completion of Landlord’s Work.

    


    (b) Tenant’s
      Contractor shall provide written notice to Landlord’s Construction
      Representative of any work to be done on weekends or other than normal job
      hours, and Landlord shall provide keys and/or security access cards as needed
      for after-hours access.

    


    (c) All
      deliveries shall be through service entries except as pre-scheduled for
      oversized items. Landlord’s Property Manager should be contacted for
      authorization to route any large equipment or materials through non-service
      areas.

    


    (d) Use
      of
      building elevators for delivery of materials shall be arranged through
      Landlord’s Property Manager. Elevator pads shall be used at all times during
      construction. 

    


    (e) Use
      of
      Building or Property utilities shall be arranged through Landlord’s Property
      Manager and Landlord reserves the right to charge Tenant the costs
      therefor.

    


    (f) Common
      Areas shall be kept clean at all times. The Premises shall be maintained in
      a
      clean and orderly condition.

    


    (g) Tenant’s
      Contractor shall coordinate all interruptions to the fire alarm and sprinkler
      systems with Landlord’s Construction Representative twenty-four (24) hours prior
      to interruption of service. Only Landlord’s Construction Representative may
      order an interruption of service.

    


    (h) Tenant’s
      Contractor shall obtain written approval from Landlord’s Construction
      Representative prior to any penetration of any floor slab. Landlord’s approval
      shall not relieve Tenant or Tenant’s Contractor from responsibility for damage
      to Landlord’s and/or other Tenant’s premises because of such penetration.
      Tenant’s Contractor shall accept the Premises prior to starting any trenching
      operations. Any roof penetration or modification to the Building structure
      shall
      be completed by the Landlord’s designated contractor at the Tenant’s expense and
      only after receiving prior written approval from the Landlord’s Construction
      Representative. Landlord’s approval shall not relieve Tenant or Tenant’s
      Contractor from responsibility for damage to Landlord’s and/or other tenant’s
      premises because of such work.

    


    (i) Tenant’s
      Contractor shall store all construction materials and contain all operations
      within the Premises and such other space as Landlord’s Construction
      Representative may direct from time to time, following reasonable prior notice.
      With regard to space outside of the Premises, Landlord’s Construction
      Representative shall have the right to reassign such space and require Tenant’s
      Contractor to move its materials and/or operations to such other space as
      directed from time to time. Tenant shall


    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    


    promptly
      move to such other space as directed and shall take all steps necessary to
      avoid
      interference or delays with other work. All trash, construction debris and
      surplus construction materials shall be promptly removed from the Building
      site.

    


    (j) Security
      of tools, equipment and materials is the responsibility of the Tenant’s
      Contractor.

    


    (k) Tenant’s
      Contractor, subcontractors and suppliers shall park in areas as designated
      by
      the Landlord’s Property Manager.

    


    (l) Tenant’s
      Contractor or subcontractors shall not post signs on any part of the Building,
      Building site or the Premises.

    


    (m) During
      construction of the Tenant’s Work, the Premises shall be open during working
      hours for inspection by the Landlord’s Construction Representative and Property
      Manager. Upon completion of Tenant’s Work, Landlord’s Construction
      Representative and Property Manager shall perform a final inspection for
      conformance of the work to Building standards and the final approved Working
      Drawings.

    


    (n) Any
      and
      all work performed by Tenant’s Contractor shall be performed in a manner to
      avoid any labor dispute which results in a stoppage or impairment of work,
      deliveries or any other service in the Building. If there shall be any such
      stoppage or impairment as the result of any such labor dispute, Tenant shall
      immediately undertake such action as may be necessary to eliminate such dispute
      or potential dispute, including, without limitation, (a) removing all disputants
      from the job site until such time as the labor dispute no longer exists, (b)
      seeking a temporary restraining order and other injunctive relief with regard
      to
      illegal union activities or a breach of contract between Tenant and Tenant’s
      Contractor, and (c) filing appropriate unfair labor practice
      charges.

    


    5. Construction
      Insurance.
      During
      construction, Tenant or its Contractor shall procure and maintain in effect
      the
      following insurance coverages with an insurance company or companies authorized
      to do business in the State of Washington:

    


    (a) Workmen’s
      Compensation - Statutory Limits for the State of Washington, together with
“ALL
      STATES,” “VOLUNTARY COMPENSATION” AND “FOREIGN COMPENSATION” coverage
      endorsements;

    


    (b) Employer’s
      Liability Insurance with a limit of not less than $500,000.00;

    


    (c) Commercial
      General Liability - at least $1,000,000 Combined Single Limit, including
      Personal Injury, Contractual and Products/Completed Operations Liability naming
      Landlord and Tenant as additional insured. Coverage must be primary and
      non-contributing and include the following:

    


    (i) Premises
      - Operations

    (ii) Elevators
      and Hoists

    (iii) Independent
      Contractor

    (iv) Contractual
      Liability assumed under the construction contract

    (v) Completed
      Operations - Products

    (vi) Explosion,
      Underground and Collapse (XUC) Coverage


    
      
        
        

      

      
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    (d) Automobile
      Liability - Including Owned, Hired and Non-owned licensed vehicles used in
      connection with performance of the construction work of at least: $1,000,000
      per
      occurrence, $3,000,000 general aggregate (including umbrella limits). Coverage
      must include the following:

    


    (i) Owned
      vehicles

    (ii) Leased
      vehicles

    (iii) Hired
      vehicles

    (iv) Non-owned
      vehicles

    


    (e) [Reserved];

    


    (f) Furnish
      the Landlord with certificates of insurance evidencing such coverage prior
      to
      the commencement of the construction work. All insurance shall be carried in
      companies reasonably acceptable to the Landlord;

    


    (g) The
      following statement shall appear in each certificate of insurance provided
      Landlord by Tenant hereunder:

    


    “It
      is
      agreed that in the event of any material change in, cancellation or non-renewal
      of this policy, the Company shall endeavor to give ten (10) days prior notice
      to
      [Landlord].”

    


    (h) During
      construction of the Tenant’s Work, both parties shall give prompt notice to the
      other of all losses, damages, or injuries to any person or to property of
      Tenant, Landlord or third parties. Landlord or Tenant shall promptly report
      to
      the other all such claims of which that party has notice, whether related to
      matters insured or uninsured. No settlement or payment for any claim for loss,
      injury or damage or other matter as to which one party may have an obligation
      for any payment or reimbursement, shall be made by the other without the written
      approval of the affected party;

    


    (i) The
      carrying of any of the insurance required hereunder shall not be interpreted
      as
      relieving the insuring party of any responsibility to the other party, and
      the
      other party does not waive any rights that it may have against the other party
      and/or its representatives for any expense and damage to persons and property
      (tangible and intangible) from any cause whatsoever with respect to the insuring
      party’s work; and

    


    (j) Landlord
      and Tenant shall assist and cooperate with any insurance company in the
      adjustment or litigation of all claims arising under the terms of this Section.
      

    


    6. As-Builts.
      Upon
      completion of the Tenant’s Work, Tenant’s Contractor shall submit to Landlord’s
      Construction Representative: (i) copies of all as-built Construction Documents
      and specifications (or marked-up construction drawings) indicating
      reconfiguration of the Premises, including changes to the mechanical,
      electrical, architectural, plumbing, cabling, sprinkler and fire alarm, as
      applicable; and (ii) original building permit with inspector(s) final
      acceptance. 

     

    7. Tenant
      Allowance.
      

    


    (a) Landlord
      shall cause the Landlord’s Work described below to be constructed at its sole
      cost and expense. Additionally, Landlord pay to Tenant a “Tenant
      Allowance”
of
      $1,950,000 ($55.00 per RSF of the Premises plus a reimbursement of the actual
      contractor remobilization fee and general conditions related to Suite 550 in
      an
      amount not to exceed $25,000) to be used by Tenant for costs associated with
      Tenant’s Work, including but not limited to costs associated with preparation of
      Working Drawings, construction of the Tenant’s Work, including all hard and soft
      costs, required permits,


    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    


    governmental
      fees, and inspections, Washington State sales tax, and preparation of as-built
      record documentation. Landlord shall also provide a “Design
      Allowance”
      equal to
      $5,250 ($0.15 per RSF of the Premises) to be used by Tenant for initial
      preparation of the Space Plan and up to two revisions, such amount to be payable
      directly by Landlord to Tenant’s architect. 

    


    (b) Payment
      or nonpayment of the Tenant Allowance and/or the Design Allowance shall not
      relieve Tenant of its responsibility and pay for all costs for the Tenant’s
      Work. If Tenant is not then in uncured default under this Lease, Landlord shall
      reimburse the Design Allowance with ten (10) days after the request of Tenant,
      together with an invoice from Tenant’s Architect showing the cost of work
      performed at least equal to the amount of the Design Allowance. If Tenant is
      not
      then in uncured default under this Lease, Landlord shall reimburse the Tenant
      Allowance within fifteen (15) days after the request of Tenant, not requested
      more frequently than monthly, provided Tenant has complied with the following:
      

    


    (i) With
      respect to each of the monthly installments:

    


    (A) Tenant
      has furnished Landlord with reasonable evidence that Tenant has theretofore
      performed the Tenant’s Work for which that portion of the Tenant Allowance is
      being requested in substantial accordance with the approved Working Drawings
      and
      in substantial accordance with all other applicable provisions of this
      lease;

    


    (B) Tenant
      has fully paid for that portion of the Tenant’s Work theretofore performed;


    


    (C) Tenant
      has furnished Landlord original, valid, partial mechanic’s lien releases from
      the Contractor and all other contractors and suppliers who performed labor
      or
      supplied services or materials for or in connection with Tenant’s Work with
      respect to contracts in excess of $5,000.00 covering all of the Tenant’s Work
      theretofore performed; and

    


    (D) Tenant
      has furnished Landlord (a) an affidavit from Tenant listing all contractors
      and
      suppliers whom Tenant has contracted with in connection with the Tenant’s Work,
      together with the cost of each contract, and (b) an affidavit from Tenant’s
      general contractor listing all subcontractors and suppliers whom the general
      contractor has contracted with in connection with the Tenant’s Work, together
      with the cost of each contract.

    


    (ii) With
      respect to the last installment:

    


    (A) Tenant
      has performed all the Tenant’s Work in substantial accordance with the approved
      Working Drawings and in substantial accordance with all other applicable
      provisions of this Lease;

    


    (B) Tenant
      has furnished Landlord (a) an affidavit from Tenant listing all contractors
      and suppliers whom Tenant has contracted with in connection with the Tenant’s
      Work, together with the cost of each contract, and (b) an affidavit from
      Tenant’s general contractor listing all subcontractors and suppliers whom the
      general contractor has contracted with in connection with the Tenant’s Work,
      together with the cost of each contract;

    


    (C) If
      applicable, Tenant has obtained a temporary or permanent certificate of
      occupancy with respect to the Premises;


    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    


    (D) Tenant
      has fully paid for all of the Tenant’s Work and has furnished to Landlord a
      certificate from an officer of Tenant stating same and setting forth the total
      amount that was spent on the Tenant’s Work;

    


    (E) Tenant
      has furnished Landlord original, valid, unconditional mechanic’s lien releases
      from the Contractor and all other contractors and suppliers who performed the
      Tenant’s Work or furnished supplies for or in connection with the Tenant’s
      Work.

    


    If
      Tenant
      fails to request any portion of the Tenant Allowance by the first (1st)
      anniversary of the first Possession Date, Tenant shall have no further right
      to
      receive same. If
      Landlord fails to pay the Tenant Allowance or Design Allowance when due within
      forty-five (45 days) upon Tenant satisfying the conditions of 7 (B) above,
      Tenant may abate Minimum Monthly Rent until the Tenant Allowance and/or Design
      Allowance (as applicable) has been fully recovered or has been paid in full
      by
      Landlord.

    


    Within
      a
      reasonable amount of time after Tenant has completed Tenant’s Work, Tenant shall
      provide to Landlord a copy of the as-builts required elsewhere in this
      Exhibit.

    


    8. Landlord’s
      Work.
      Except
      as noted below, Landlord shall, at Landlord’s sole cost and expense, complete
      the following work no later than September 3, 2007, with respect to the 4th
      floor, and October 1, 2007 with respect to the 5th floor (excluding Suite 550)
      (“Landlord’s
      Work”):
      (a) demolition, removal and disposal of existing improvements, including
      all interior walls, conduit, piping, wiring, etc.; (b) seismic
      code-required improvements in the following areas in the Premises: restrooms;
      ADA; life safety; electrical; mechanical; seismic; and plumbing; (c) stub
      electricity to the floor; (d) fill all holes in the floor; and
      (e) abate asbestos/lead paint on Floors 4 and 5. 

    


    9. Additional
      Work.
      

    


    (a) Following
      the Possession Date, and simultaneously with the Tenant’s Work, Tenant shall, at
      Landlord’s sole cost and expense, complete the following work to the Premises
      (“Additional
      Work”):
      (a) renovation of building standard restrooms including any required ADA
      upgrades; (b) improvement of all windows to deliver them as double pane;
      (c) fire coating all columns, floors, walls and ceilings as required by the
      Seattle Fire Code; (d) patch plaster of exterior Premises walls in the
      interior of the Building; (e) installation of a sprinkler system throughout
      the Premises per the approved Space Plan; and (f) purchase and installation
      of all HVAC systems, including but not limited to all HVAC equipment, VAV boxes,
      power to all mechanical equipment, controls and construction of the required
      mechanical room on each floor all per the approved Space Plans; and
      (g) provide and install Building standard window blinds for all windows (to
      be completed prior to occupancy in conjunction with Tenant’s Work). Tenant
      shall obtain any governmental approvals and permits required for the Additional
      Work.

    


    (b) Tenant
      bids for the Additional Work from not less than three (3) contractors selected
      by Tenant and approved by Landlord. Following receipt of bids, Tenant, after
      consultation with Landlord, shall engage or cause to be engaged the contractor
      submitting the bid selected by Tenant.

    


    (c) Landlord
      shall be solely responsible for all actual hard and soft costs for the
      Additional Work (the “Additional Work Costs”). Landlord shall reimburse Tenant
      for the actual Additional Work Costs in accordance with the procedures set
      forth
      in Section 7(b) above for the disbursement of the Tenant Allowance.
If
      Landlord fails to pay the Additional Work Costs when due within forty-five
      (45
      days) upon Tenant satisfying the conditions of 7 (B) above, Tenant may abate
      Minimum Monthly Rent until the Additional Work Costs has been fully recovered
      or
      has been paid in full by Landlord.


    
      
        
        

      

      
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    10. Substantial
      Completion.
      “Substantially complete” or “substantially completed” or “substantial
      completion” means the completion of the Landlord’s Work and/or Tenant’s Work, as
      applicable, subject to completion or correction of “punch list” items, that is,
      minor items of incomplete or defective work or materials or mechanical
      maladjustments that are of such a nature that they do not materially interfere
      with or impair the performance of the Landlord’s Work or the Tenant’s Work, as
      applicable. 

    


    11. Construction
      Representatives.
      Tenant
      hereby appoints The Staubach Company to act on its behalf and represent its
      interests with respect to all matters requiring Tenant action in this Exhibit.
      All matters requiring the consent, authorization or other actions by Tenant
      with
      respect to matters set forth in this Section shall be in writing and signed
      by
      the aforementioned person. No consent, authorization, or other action by Tenant
      with respect to the matters set forth in this Exhibit shall bind Tenant unless
      in writing and signed by the aforementioned person. Landlord hereby appoints
      Matt Parent to act on its behalf and represent its interests with respect to
      all
      matters requiring Landlord action in this Exhibit. All matters requiring the
      consent, authorization or other actions by Landlord with respect to matters
      set
      forth in this Section shall be in writing and signed by the aforementioned
      person. No consent, authorization, or other action by Landlord with respect
      to
      the matters set forth in this Exhibit shall bind Landlord unless in writing
      and
      signed by the aforementioned person.

    


    12. Legal
      Title.
      Legal
      title to all Landlord’s Work, Tenant’s Work, and Additional Work shall
      immediately vest in Landlord upon substantial completion thereof. 

    


    13. Tenant’s
      Access During Construction.
      Tenant
      or its representatives may enter upon portions of the Premises on and after
      the
      Possession Date as to that portion and during construction of Landlord’s Work
      for purposes of conducting all such activities as are reasonably necessary,
      appropriate or desirable with respect to preparing the Premises for occupancy,
      provided that no such access may materially interfere with the prosecution
      and
      completion of the Landlord’s Work.

    



    EXHIBIT
      “D”

     

    RULES
      AND REGULATIONS

     

    


    


    1. The
      sidewalks, halls, passages, elevators, stairways, exits and entrances of the
      Building shall not be obstructed by Tenant or used by it for any purpose other
      than for ingress and egress from the Premises. The halls, passages, exits,
      entrances, elevators, retail arcade, escalators, balconies and stairways are
      not
      for the use of the general public, and Landlord shall in all cases retain the
      right to control and prevent access to those areas by all persons whose presence
      in the judgment of Landlord would be prejudicial to the safety, character,
      reputation and interests of the Building and its tenants, provided that nothing
      in this Lease shall be construed to prevent access to persons with whom Tenant
      normally deals in the ordinary course of its business, unless those persons
      are
      engaged in illegal activities. Tenant shall not go upon the roof of the
      Building, except in areas that Landlord may designate as “Common Areas” from
      time to time.

    


    2. The
      Premises shall not be used for lodging or sleeping. Unless ancillary to a
      restaurant or other food service use specifically authorized in Tenant’s Lease,
      no cooking shall be done or permitted by Tenant on the Premises, except that
      the
      preparation of hot beverages and use of microwave ovens for Tenant and its
      employees shall be permitted. No animals of any kind shall be permitted at
      the
      Building except as may be required by applicable law.

    


    3. Landlord
      shall provide at no cost to Tenant up to five (5) keys or access cards to the
      Premises; all additional or lost keys shall be at Tenant’s expense. Tenant may
      not install any additional locks in the Premises without Landlord’s prior
      consent, and all such locks must be keyed to the Building’s master system.
      Tenant shall not alter any lock or install a new or additional lock or any
      bolt
      on any door of the Premises, which Landlord requires access to without
      furnishing Landlord with a key for any lock and obtaining Landlord’s prior
      permission. Tenant, upon the termination of its tenancy, shall deliver to
      Landlord all keys and/or security cards to doors in the Building and the
      Premises that shall have been furnished to Tenant and in the event of loss
      of
      any keys and/or security cards so furnished, shall pay Landlord for the lost
      keys and/or security cards and changing of locks as a result of such
      loss.

    


    4. The
      persons employed by Tenant to move equipment or other items in or out of the
      Building must be acceptable to Landlord. Landlord shall have the right to
      prescribe the weight, size and position of all equipment, materials, supplies,
      furniture or other property brought into the Building. No safes or other objects
      larger or heavier than the elevator of the Building is limited to carry shall
      be
      brought into or installed on the Premises without Landlord’s prior written
      consent. Heavy objects shall, if considered necessary by Landlord, stand on
      wood
      strips of thickness as is necessary to properly distribute the weight of those
      objects. Landlord will not be responsible for loss of or damage to any property
      from any cause, and all damage done to the Building by moving or maintaining
      Tenant’s property shall be repaired at the expense of Tenant. The moving of
      heavy objects shall occur only between those hours as may be designated by
      and
      only upon written notice to Landlord and the persons employed to move heavy
      objects in or out of the Building must be acceptable to Landlord.

    


    5. Tenant
      shall not use or keep in the Premises or the Building any kerosene, gasoline
      or
      flammable or combustible fluid or materials or use any method of heating or
      air
      conditioning other than that permitted by Landlord. Tenant shall not sweep
      or
      throw or permit to be swept or thrown from the Premises any debris or other
      substance into any of the corridors, halls or lobbies or out of the doors or
      windows or into the stairways of the Building and Tenant shall not use, keep
      or
      permit to be used or kept any foul or noxious gas or substance in the Premises.
      Tenant shall not use, keep or permit or suffer the


    
      
        
        

      

      
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    Premises
      to be occupied or used in a manner offensive or objectionable to Landlord or
      other occupants of the Building by reason of noise, odors and/or vibrations,
      or
      interfere in any way with other tenants or those having business in the
      Building.

    


    6. During
      non-business hours and on holidays as designated by the Landlord, access to
      the
      Building, or to the halls, corridors or stairways in the Building, or to the
      Premises, may be refused unless the person seeking access is known to the
      Building and has a pass or is properly identified. Landlord shall in no case
      be
      liable for damages for the admission to or exclusion from the Building of any
      person whom Landlord has the right to exclude under Rule 1 above. In case
      of invasion, mob, riot, public excitement or other circumstances rendering
      that
      action advisable in Landlord’s opinion, Landlord reserves the right to prevent
      access to the Building during the continuance of that activity by taking those
      actions that Landlord may deem appropriate, including closing entrances to
      the
      Building. Any person, whose presence in the Building at any time shall in the
      sole judgment of Landlord, be prejudicial to the safety, character, reputation
      and interests of the Building or its Tenants may be denied access to the
      Building or may be ejected there from. Landlord may require any persons leaving
      the Building with any package or other object to exhibit a pass from Tenant
      from
      whose premises the package or object is being removed, but the establishment
      and
      enforcement of such requirement shall not impose any responsibility on Landlord
      for the protection of any Tenant against the removal of property from the
      Premises of Tenant.

    


    7. Tenant
      shall see that the doors of the Premises are closed and securely locked when
      Tenant’s employees leave the Premises, after hours.

    


    8. The
      toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be
      used
      for any purpose other than that for which they were constructed, no foreign
      substance of any kind whatsoever shall be deposited in any of them, and any
      damage resulting to them from Tenant’s misuse shall be paid for by
      Tenant.

    


    9. Except
      with the prior written consent of Landlord, Tenant shall not sell, or permit
      the
      sale from the Premises of newspapers, magazines, periodicals, theatre tickets
      or
      any other goods, merchandise or service, nor shall Tenant carry on, or permit
      or
      allow any employee or other person to carry on, business in or from the Premises
      for the service or accommodation of occupants of any other portion of the
      Building, nor shall the Premises be used for manufacturing of any kind, or
      for
      any business or activity other than that specifically provided for in Tenant’s
      Lease. No Tenant shall obtain for use upon the Premises ice, towel and other
      similar services, or accept barbering or shoe polishing services in the
      Premises, except from persons authorized by Landlord and at hours and under
      regulations fixed by Landlord.

    


    10. Tenant
      shall not install any radio or television antenna, loudspeaker or other device
      on the roof or exterior walls of the Building except as otherwise specifically
      permitted in the Lease.

    


    11. Tenant
      shall not use in any space, or in the Common Areas of the Building, any
      handtrucks except those equipped with rubber tires and side guards or other
      material handling equipment as Landlord may approve. No other vehicles of any
      kind shall be brought by Tenant into the Building or kept in or about the
      Premises.

    


    12. No
      sign,
      advertisement or notice visible from the exterior of the Premises shall be
      inscribed, painted or affixed by Tenant on any part of the Building or the
      Premises without the prior written consent of Landlord. If Landlord shall have
      consented at anytime, whether before or after the execution of this Lease,
      that
      consent shall in no way operate as a waiver or release of any of the provisions
      of this Rule 12 or of this Lease, and shall be deemed to relate only to the
      particular sign,


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    


    advertisement
      or notice so consented to by Landlord and shall not be construed as dispensing
      with the necessity of obtaining the specific written consent of Landlord with
      respect to each and every such sign, advertisement or notice other than the
      particular sign, advertisement or notice, as the case may be, so consented
      to by
      Landlord. All signs shall comply with the requirements of the Building’s Sign
      Criteria.

    


    13. Except
      as
      shown in the design plan approved by Landlord, the sashes, sash doors, windows,
      glass relites, and any lights or skylights that reflect or admit light into
      the
      halls or other places of the Building shall not be covered or obstructed and,
      there shall be no hanging plants or other similar objects in the immediate
      vicinity of the windows or placed upon the window sills or hung from the window
      heads. Tenant shall not use any blinds, shades, awnings, or screens in
      connection with any window or door of the premises unless approved in writing
      by
      Landlord. Tenant shall not use any drape or window covering facing any exterior
      glass surface other than the standard drape established by
      Landlord.

    


    14. No
      tenant
      shall lay linoleum or other similar floor covering so that it is affixed to
      the
      floor of the Premises in any manner except by a paste, or other material which
      may easily be removed with water, the use of cement or other similar adhesive
      materials being expressly prohibited. The method of affixing any linoleum or
      other similar floor covering to the floor, as well as the method of affixing
      carpets or rugs to the Premises, shall be subject to approval by Landlord.
      The
      expense of repairing any damage resulting from a violation of this Rule 14
      shall be borne by the Tenant by whom, or by whose agents, clerks, employees
      or
      visitors, the damage shall have been caused.

    


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

    


    16. Tenant
      shall not employ any person or persons other than the janitor of Landlord for
      the purpose of cleaning the premises unless otherwise agreed to by Landlord.
      Except with the written consent of Landlord no person or persons other than
      those approved by Landlord shall be permitted to enter the Building for the
      purpose of cleaning the same. Tenant shall not cause any unnecessary labor
      by
      reason of Tenant’s carelessness or indifference in the preservation of good
      order and cleanliness. Landlord shall in nowise be responsible to any Tenant
      for
      any loss of property on the premises, however occurring, or for any damage
      done
      to the effects of any Tenant by the janitor or any other employee or any other
      person.

    


    17. All
      loading, unloading, and delivery of merchandise, supplies, materials and
      furniture to the Premises shall be made during reasonable hours and in entryways
      and elevators as Landlord shall designate. In its use of the loading areas
      on
      the first basement floor, Tenant shall not obstruct or permit the obstruction
      of
      loading areas, and at no time shall Tenant park vehicles in the loading areas
      except for loading and unloading.

    


    18. Canvassing,
      soliciting, peddling or distribution of handbills or any other written material
      in the Building is prohibited and Tenant shall cooperate to prevent these
      activities.

    


    19. Tenant
      shall not permit the use or the operation of any coin operated machines on
      the
      Premises, including, without limitation, vending machines, video games, pinball
      machines, or pay telephones without the prior written consent of
      Landlord.

    


    20. Landlord
      may direct the use of all pest extermination and scavenger contractors
      throughout the Building and/or Premises at intervals as Landlord may
      require.


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    


    21. If
      Tenant
      desires telephone or telegraph connections, Landlord will direct service
      technicians as to where and how the wires are to be introduced. No boring or
      cutting for wires or otherwise shall be made without directions from Landlord.
      The location of telephones, call boxes and other office equipment affixed to
      the
      Premises shall be subject to the approval of Landlord.

    


    22. Tenant
      shall immediately, upon request from Landlord (which request need not be in
      writing), reduce its lighting in the Premises for temporary periods designated
      by Landlord, when required in Landlord’s judgment to prevent overloads of
      mechanical or electrical systems of the Building. Tenant shall see that the
      doors of the premises are closed and securely locked before leaving the Building
      and must observe strict care and caution that all water faucets or water
      apparatus are entirely shut off before Tenant or Tenant’s employees leave the
      Building, and that all electricity, gas or air shall likewise be carefully
      shut
      off, so as to prevent waste or damage, and for any default or
      carelessness.

    


    23. Landlord
      reserves the right to select the name of the Building and to change the name
      as
      it may deem appropriate from time to time, and Tenant shall not refer to the
      Building by any name other than: (a) the names as selected by Landlord (as
      that name may be changed from time to time), or (b) the postal address,
      approved by the United States Post Office. Tenant shall not use the name of
      the
      Building in any respect other than as an address of its operation in the
      Building without the prior written consent of Landlord.

    


    24. The
      requirements of Tenant will be attended to only upon application by telephone
      or
      in person at the office of the Building manager. Employees of Landlord shall
      not
      perform any work or do anything outside of their regular duties unless under
      special instruction from Landlord.

    


    25. Tenant
      acknowledges that the Building is a “no smoking” building and Tenant shall cause
      its employees, contractors, and invitees to observe all local, state, and
      federal laws, codes, and ordinances in connection with any use of tobacco
      products in and around the Building. 

    


    26. Landlord
      may waive any one or more of the Rules and Regulations for the benefit of any
      particular tenant or tenants, but no waiver by Landlord shall be construed
      as a
      waiver of the Rules and Regulations in favor of any other tenant or tenants,
      nor
      prevent Landlord from thereafter enforcing any Rules and Regulations against
      any
      or all of the tenants in the Building.

    


    27. Wherever
      the word “Tenant” occurs in these Rules and Regulations, it is understood and
      agreed that it shall mean Tenant’s assigns, subtenants, associates, agents,
      clerks, employees and visitors. Wherever the word “Landlord” occurs in these
      Rules and Regulations, it is understood and agreed that it shall mean Landlord’s
      assigns, agents, clerks, employees and visitors.

    


    28. These
      Rules and Regulations are in addition to, and shall not be construed in any
      way
      to modify, alter or amend, in whole or part, the terms, covenants, agreements
      and conditions of any Lease of Premises in the Building. Landlord shall have
      the
      right to modify the foregoing Rules and Regulations and add new Rules and
      Regulations from time to time, which such new or modified Rules and Regulations
      shall become effective thirty (30) days after delivery thereof to Tenant.


    


     

    


    



    EXHIBIT
      “E”

     

    DELIVERY
      OF PREMISES

     

    
      	
              NAME
                OF PROPERTY:

            	
              Medical
                Dental Building

            


    

     

    
      	
              NAME
                OF TENANT:

            	
              Onvia,
                Inc. 

            


    

     

    
      	
              PREMISES
                LOCATION/ADDRESS:

            	
              Suites
                400 & 501

            


    

     

    509
      Olive
      Way

     

    Seattle,
      WA 98101

     

    


     

    ACKNOWLEDGEMENT

     

    As
      stipulated under Paragraph 3.1
      (“Term”)
      of the
      Lease Agreement executed by Landlord and Tenant herein for the above-referenced
      Premises, Tenant does hereby acknowledge that Tenant is in receipt of the keys
      to said Premises as of the date listed below.

     

    Furthermore,
      Tenant acknowledges that Tenant has inspected the Premises, and that Landlord’s
      Work pursuant to Exhibit “C”
      is
      substantially completed, and that the following date shall be the Lease
      Commencement Date and the Rent Commencement Date as defined in the Lease:
      _____________, 200__. 

     

    


     

    TENANT:

     

    ONVIA,
      INC,. a Delaware corporation

    


    


    By: 

    Name: 

    Its: 

    Date: 

    


    


    


    


    



    EXHIBIT
      “F”

     

    FORM
      OF LETTER OF CREDIT

     

    [Name
      of
      Landlord]

    _______________________

    _______________________

    


    Date:
      _______________  Letter
      of
      Credit No.: ___________

    Expiration
      Date: ________________

    


    We
      hereby
      establish our irrevocable letter of credit in your favor for the account of
      ____________________ (“Landlord”) available by your draft(s) drawn on us payable
      at sight not to exceed a total of _____________________________________
      (_____________________) when accompanied by this letter of credit and the
      following documents.

     

    


    
      	
              1)

            	
              A
                signed and dated certificate purported to be executed by Landlord
                or its
                representative worded as follows: 

            


    

    


    “The
      undersigned, an authorized representative of the beneficiary (the “Beneficiary”)
      of __________ Letter of Credit Number ________ (the “Letter of Credit”), hereby
      certifies that (a) a draw event has occurred under that certain Lease Agreement
      dated ______ between __________, its successors, assignees, and transferees,
      as
      Landlord, and __________ as Tenant, and (b) the Beneficiary is entitled to
      draw
      on the Letter of Credit as a result thereof.” 

    


    
      	
              2)

            	
              The
                original letter of credit must accompany all drafts unless a partial
                draw
                is presented, in which case the original must accompany the final
                draft.

            


    

     

    Partial
      drawings are permitted, with the letter of credit being reduced, without
      amendment, by the amount(s) drawn hereunder.

     

    This
      letter of credit shall expire at 2:00 p.m. at the office of
      ____________________________ on the expiration date, but shall be automatically
      extended, without written amendment, to _________ of each succeeding calendar
      year unless we have sent written notice to you at your address above, or at
      such
      other address as you designate to us in writing at our address set forth herein,
      that we elect not to renew this Letter of Credit beyond the expiration date
      specified in such notice, which expiration date shall be __________ or any
      subsequent _________, and will be not less than thirty (30) days after the
      date
      we send you such notice. If we do not give such notice of non-renewal, within
      the 30-day period before the expiration date of this Letter of Credit, we will,
      within five (5) business days after receipt of a request from you, confirm
      in
      writing the date to which it has been extended. If we send you the
      aforementioned notice of non-renewal, you may also draw upon this Letter of
      Credit by presentation to us at our address, on or before the expiration date
      specified in such notice, of your draft drawn on us at sight accompanied by
      your
      signed and dated statement worded as follows: 

     

    “The
      undersigned, an authorized representative of the beneficiary (the “Beneficiary”)
      of __________ Letter of Credit Number ________ (the “Letter of Credit”), hereby
      certifies that (a) Beneficiary has received notice from __________ that the
      Letter of Credit will not be renewed beyond its current expiration date, and
      (b)
      __________ has failed to secure and deliver to


    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    


    Beneficiary
      a replacement letter of credit in form and substance satisfactory to
      Beneficiary.” 

    


    This
      letter of credit is transferable and may be transferred by the beneficiary
      hereof to any successor or assignee of such beneficiary’s interest in the Lease
      or to any lender obtaining a lien or security interest in the property covered
      by the Lease; and may be successively so transferred. Each draft hereunder
      by
      any assignee or successor shall be accompanied by a copy of the fully executed
      documents or judicial orders evidencing such encumbrance, assignment or
      transfer.

     

    IT
      IS A
      CONDITION OF THIS LETTER OF CREDIT THAT IT SHALL BE AUTOMATICALLY EXTENDED
      FOR
      ADDITIONAL TWELVE-MONTH PERIODS THROUGH ______________[INSERT A DATE WHICH
      IS AT
      LEAST THIRTY (30) DAYS AFTER THE EXPIRATION OF THE TERM OF THE LEASE], AND
      WE
      HEREBY AGREE TO GIVE YOU WRITTEN NOTICE OF SUCH EXTENSIONS IN WRITING BY THE
      ____ DAY OF ____________ [INSERT THE DAY AND THE MONTH THIS LETTER OF CREDIT
      IS
      ISSUED] OF EACH YEAR DURING THE TERM HEREOF. IF FOR ANY REASON WE DETERMINE
      THAT
      THIS LETTER OF CREDIT SHALL NOT BE EXTENDED, WE HEREBY AGREE TO SEND YOU WRITTEN
      NOTICE THEREOF IN WRITING BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT LEAST
      THIRTY (30) DAYS PRIOR TO THE EXPIRATION DATE. IN THE EVENT THIS CREDIT IS
      NOT
      EXTENDED FOR AN ADDITIONAL PERIOD AS PROVIDED ABOVE, YOU MAY DRAW HEREUNDER.
      SUCH DRAWING IS TO BE MADE BY MEANS OF A DRAFT ON US AT SIGHT, WHICH MUST BE
      PRESENTED TO US BEFORE THE THEN EXPIRATION DATE OF THIS LETTER OF CREDIT. THIS
      LETTER OF CREDIT CANNOT BE MODIFIED OR REVOKED WITHOUT YOUR CONSENT. THIS LETTER
      OF CREDIT IS PAYABLE IN MULTIPLE DRAFTS AND SHALL BE TRANSFERABLE UPON OUR
      RECEIPT OF YOUR INSTRUCTIONS AND THE ORIGINAL OF THIS LETTER OF CREDIT AND
      AMENDMENTS, IF ANY, WITHOUT ADDITIONAL CHARGE. 

    


    Any
      draft
      drawn hereunder must bear the legend “Drawn under ________________________
      Letter of Credit Number __________ dated ____________________. Except so far
      as
      otherwise expressly stated, this letter of credit is subject to the “Uniform
      Customs and Practice for Documentary Credits (1993 Revision), International
      Chamber of Commerce Brochure No. 500.” 

     

    We
      hereby
      agree with you and all persons negotiating such drafts that all drafts drawn
      and
      negotiated in compliance with the terms of this letter of credit will be duly
      honored upon presentment and delivery of the documents specified above [IN
      PERSON] or [by certified or registered mail] to ____________________________
      located at ______________________________________

     

    if
      negotiated not later that 2:00 p.m. on or before the expiration date shown
      above.

     

    If
      any
      instructions accompanying a drawing hereunder request that payment is to be
      made
      by wire transfer to an account with us or at another bank, we and/or such other
      bank may rely on an account number specified in such instructions even if the
      number identifies a person or entity different from the Beneficiary or the
      intended payee. 

     

    Very
      truly yours,

    


    By
      _______________________________

    Its
      _______________________________

    


    


    
      
        
        

      

      
        57