June 30 2005 Form 10-Q Exhbit 10.1





                                            Exhibit 10.1





 

 

 

* * * * * * * * * * * * * * * * * * * *



Lease



 

REDMOND HILLTOP 



 

 

* * * * * * * * * * * * * * * * * * * *



Between



 

MICROVISION, INC., 

(Tenant)

                                

 



and



 

 

CARRAMERICA REALTY OPERATING PARTNERSHIP, L.P.

(Landlord)



 

July 15, 2005



 

LEASE


 

THIS LEASE (the "Lease") is made as of June ____, 2005 between
CarrAmerica Realty Operating Partnership, L.P., a Delaware limited partnership (the "Landlord")
and the Tenant as named in the Schedule below.  The term "Project" means the buildings (the
"Buildings") known as "Building B" located at 6222 - 185th Avenue NE,
Redmond, WA 98052, and "Building C" located at 6244 - 185th Avenue NE, Redmond,
WA 98052, and the land (the "Land") located within the Project known as Redmond Hilltop
Corporate Center, Redmond, Washington.  "Premises" means that part of the Project leased to
Tenant described in the Schedule and outlined on Appendix A.  The Land is legally described on Appendix F
hereto.


The following schedule (the "Schedule") is an integral part of this
Lease.  Terms defined in this Schedule shall have the same meaning throughout the Lease.


SCHEDULE

1.Tenant:  Microvision, Inc., a Delaware corporation

2.Premises:  43,046 rentable square feet in Building B, and 23,917 rentable
square feet located in Building C

3.Total Rentable Square Feet of the Premises:  66,963  (as
measured by 1996 BOMA Standard Units of Measurement).  

4.Tenant's Proportionate Share:  (a) 100%, based upon a total of 43,046
rentable square feet in Building B, and 50%, based on a total of 47,834 rentable square feet in Building C, as to all
Operating Costs relating solely to the respective Buildings, including, without limitation, HVAC maintenance and repairs,
elevator maintenance and repairs, building management fee, janitorial services and supplies, window cleaning and
property insurance; (b) 73.7% (based upon a total of 90,880 rentable square feet in the Buildings) of all Operating Costs
of the Project, excluding all Operating Costs attributable to all or any part of any Building in the Project, but including
without limitation, landscape costs, parking lot repair and maintenance, and Landlord's liability insurance costs; (c) 100%
of all Taxes applicable to Building B and the separately assessed tax parcel on which it is located, and 50% of all Taxes
applicable to Building C and the separately assessed tax parcel upon which it is located; and (d) an amount fairly
and equitably apportioned by Landlord, based on the total rentable square feet in the Premises and the total rentable
square feet in the buildings in Landlord's Pacific Northwest portfolio, of Landlord's administration and overhead costs
("Landlord's Overhead").   Tenant's obligation for Landlord's Overhead shall not increase by more
than four percent (4%) per Fiscal Year on a compounding and cumulative basis over the course of the Term.  

5.Security Deposit: Letter of Credit, as set forth in Section 20, below

6.Tenant's Real Estate Broker for this Lease:  Washington Partners, Inc.

7.Landlord's Real Estate Broker for this Lease: Broderick Group, Inc.

8.Tenant Improvements, if any:  See the Tenant Improvement Agreement
attached hereto as Appendix C  

9.Commencement Date: The later of (a) the date which is eight (8) months
following the date that Landlord shall have delivered exclusive possession of the Premises to Tenant for purposes of
construction of its Initial Improvements (as defined in and pursuant to Appendix C hereto, Tenant Improvement
Agreement) or (b) February 1, 2006 (subject to Section 3B, below, and subject to any Landlord Delay, as set forth
in Appendix C hereto). Landlord and Tenant shall execute a Commencement Date Confirmation substantially in the form
of Appendix E promptly following the Commencement Date.

10.Termination Date/Term:  Ninety (90) months (7.5 years) after the
Commencement Date, or if the Commencement Date is not the first day of a month, then 90 months after the first day of
the following month.

11.Guarantor:  N/A

12.Base Rent: 





	
Period

Months 1 - 7*

Months 8 - 24

Months 25 - 48

Months 49 - 60

Months 61 - 72

Months 73 - 84

Months 85 - 90
	
Annual Base

                                Rent per RSF

$12.00

$12.00

$12.50

$13.00

$13.50

$14.00

$14.50
	
Annual

                               Base Rent

$803,556.00

$803,556.00

$837,037.50

$870,519.00

$904,000.50

$937,482.00

$970,963.50
	
Monthly

                               Base Rent

$66,963.00

$66,963.00

$69,753.13

$72,543.25

$75,333.38

$78,123.50

$80,913.63







  

*Base Rent for months 1 - 7 of the Lease term shall be abated.



1.LEASE AGREEMENT.  On the terms stated in this Lease,
Landlord leases the Premises to Tenant, and Tenant leases the Premises from Landlord, for the Term beginning on the
Commencement Date and ending on the Termination Date unless extended or sooner terminated pursuant to this
Lease.  Landlord also grants to Tenant nonexclusive rights to the use of all common areas located from time to time in
the Building and areas adjacent thereto and the benefit of all other easements, rights, and provisions of any covenants
and restrictions pertaining to the Building and the Project which are intended for the common use and enjoyment of
other occupants and tenants thereof.


2.RENT.


A.Types of Rent.  Tenant shall pay the following Rent in the form of a check to
Landlord at the following address:


CarrAmerica Realty O.P, L.P. 

t/a Redmond Hilltop

P.O. Box 642926

Pittsburgh, PA 15264-2926


or by wire transfer as follows:


PNC Bank

PNC Transit Number: 043000096

PNC Account Number: 1004339188 

Reference:  Customer   t/a Redmond Hilltop


or in such other manner as Landlord may notify Tenant:

 (1)Base Rent in monthly installments in advance, the first monthly installment
payable on the Commencement Date and thereafter on or before the first day of each month of the Term in the amount
set forth on the Schedule.


(2)Operating Cost Share Rent in an amount equal to the Tenant's
Proportionate Share of the Operating Costs for the applicable fiscal year of the Lease, paid monthly in advance, the first
monthly installment payable on the Commencement Date and thereafter on or before the first day of each month of the
Term, in an estimated amount.  Definitions of Operating Costs and Tenant's Proportionate Share, and the method for
billing and payment of Operating Cost Share Rent are set forth in Sections 2B, 2C and 2D.


(3)Tax Share Rent in an amount equal to the Tenant's Proportionate Share of
the Taxes for the applicable fiscal year of this Lease, paid monthly in advance, the first monthly installment payable on
the Commencement Date and thereafter on or before the first day of each month of the Term, in an estimated amount.
A definition of Taxes and the method for billing and payment of Tax Share Rent are set forth in Sections 2B, 2C and
2D.


(4)Additional Rent in the amount of all costs, expenses, liabilities, and
amounts which Tenant is required to pay under this Lease, excluding Base Rent, Operating Cost Share Rent, and Tax
Share Rent, but including any interest for late payment of any item of Rent.


(5)Rent as used in this Lease means Base Rent, Operating Cost Share Rent,
Tax Share Rent and Additional Rent.  Tenant's agreement to pay Rent is an independent covenant, with no right of
setoff, deduction or counterclaim of any kind.

 


B.Payment of Operating Cost Share Rent and Tax Share Rent.

 (1)Payment of Estimated Operating Cost Share Rent and Tax Share Rent.
Landlord shall estimate the Operating Costs and Taxes of the Project by April 1 of each year, or as soon as reasonably
possible thereafter.  If Landlord receives more accurate information with respect to the actual Operating Costs and
Taxes (such as the final real estate tax assessment or tax rate for the Project) Landlord may revise these estimates to
more accurately reflect the actual costs.  Landlord agrees that during the first year of the Lease, the aggregate of
Tenant's obligation for Operating Cost Share Rent (exclusive of charges for water, electricity, trash hauling, gas, and
janitorial services) and Tax Share Rent shall not exceed $4.08 per rentable square foot of Premises area. 


Within the later of (a) ten (10) days after receiving the original or revised estimate from
Landlord, or (b) the date that the next monthly Base Rent payment is due, Tenant shall pay Landlord one-twelfth (1/12th)
of Tenant's Proportionate Share of this estimate, multiplied by the number of months that have elapsed in the applicable
fiscal year to the date of such payment including the current month, minus payments previously made by Tenant for the
months elapsed.  On the first day of each month thereafter, Tenant shall pay Landlord one-twelfth (1/12th) of Tenant's
Proportionate Share of this estimate, until a new estimate becomes applicable.


(2)Correction of Operating Cost Share Rent.  Landlord shall deliver to Tenant
a report for the previous Fiscal Year, as defined below (the "Operating Cost Report") by May 15 of
each year, or as soon as reasonably possible thereafter (provided that the report will be provided no later than June 15
of each year), setting forth (a) the actual Operating Costs incurred, (b) the amount of Operating Cost Share Rent due
from Tenant, and (c) the amount of Operating Cost Share Rent paid by Tenant.  Within the later of (i) twenty (20) days
after such delivery, or (ii) the date that the next monthly Base Rent payment is due, Tenant shall pay to Landlord the
amount due minus the amount paid.  If the amount paid exceeds the amount due, Landlord shall apply the excess to
Tenant's payments of Operating Cost Share Rent next coming due.  Notwithstanding the foregoing, Tenant's obligation
for "Controllable Operating Costs," which shall mean those costs payable pursuant to maintenance,
repair or other service contracts entered into between Landlord and third parties (as opposed to costs incurred as a
result of one-time or occasional third party services), shall not increase by more than four percent (4%) per Fiscal Year
on a compounding and cumulative basis over the course of the Term.  Attached as Appendix H is a schedule of
Operating Cost categories for the 2005 Fiscal Year, including the Controllable Operating Cost categories.


(3)Correction of Tax Share Rent.  Landlord shall deliver to Tenant a report for
the previous fiscal year (the "Tax Report") by May 15 of each year, or as soon as reasonably
possible thereafter (provided that the report will be provided no later than June 15 of each year), setting forth (a)
the actual Taxes, (b) the amount of Tax Share Rent due from Tenant, and (c) the amount of Tax Share Rent paid by
Tenant.  Within the later of (i) twenty (20) days after such delivery, or (ii) the next monthly Base Rent payment, Tenant
shall pay to Landlord the amount due from Tenant minus the amount paid by Tenant.  If the amount paid exceeds the
amount due, Landlord shall apply the excess to Tenant's payments of Tax Share Rent next coming due.  


(4)Information.  In addition to any other rights Tenant has to audit the books
and records of Landlord, Tenant may request, and Landlord agrees promptly to provide (within five (5) business days),
such additional documentation and assistance as may reasonably be required to allow Tenant to verify that the amounts
to be paid under this Section 2B are correct and appropriate as provided under this Lease.  At a minimum, such
documentation will provide a statement in substantially the form of Appendix H, showing the applicable expense item for
the applicable year and the prior year.

 


C.Definitions.

 (1)Included Operating Costs.  "Operating Costs" means
any expenses, costs and disbursements of any kind other than Taxes, paid or incurred by Landlord in connection with
the management, maintenance, operation, insurance, repair and other related activities in connection with any part of
the Project and of the personal property, fixtures, machinery, equipment, systems and apparatus used in connection
therewith, including the cost of providing those services required to be furnished by Landlord under this Lease.
Operating Costs shall also include the costs of any capital improvements which are intended to reduce Operating Costs
or improve safety, and those made to keep the Project in compliance with governmental requirements applicable from
time to time (collectively, "Included Capital Items"); provided, that the costs of any Included Capital
Item shall be amortized by Landlord over the estimated useful life of such item and such amortized costs are only
included in Operating Costs for that portion of the useful life of the Included Capital Item which falls within the Term.



If the Project is not fully occupied during any portion of any fiscal year, or if Landlord does
not furnish any particular service to a tenant (other than Tenant), the cost of which would have constituted an Operating
Cost, then Landlord may adjust (an "Equitable Adjustment") Operating Costs to equal what would
have been incurred by Landlord had the Project been fully occupied or had such service been furnished by Landlord to
the tenant.  This Equitable Adjustment shall apply only to Operating Costs which are variable and therefore increase as
occupancy of the Project increases.  Landlord may incorporate the Equitable Adjustment in its estimates of Operating
Costs.


(2)Excluded Operating Costs.  Operating Costs shall not include:


(a)costs including permit, license and inspection costs, incurred with respect to the
installation of tenants' or other occupants' improvements in the Buildings or incurred in renovating or otherwise
improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Buildings; 


(b)the cost of any repairs, alterations, additions, changes, tools, equipment replacements
and the like which under generally accepted accounting principles and practices are properly classified as Capital Items
other than Included Capital Items;


(c)interest, principal, points and fee payments on mortgages or any other debt costs, or
rental payments on any ground lease of the Project;


(d)real estate brokers' leasing commissions;


(e)legal fees, space planner fees and advertising expenses incurred with regard to leasing
the Buildings or portions thereof;


(f)any cost or expenditure for which Landlord is reimbursed, by insurance proceeds or
otherwise, except by Operating Cost Share Rent;


(g)the cost of any service or other benefit furnished to any office tenant of the Project which
Landlord does not make available to Tenant;


(h)depreciation (except on any Included Capital Items);


(i)ground lease rental;


(j)costs of correcting defects in construction of the Buildings (as opposed to the cost of
normal repair, maintenance and replacement expected with the construction materials and equipment installed in the
Buildings in light of their specifications);


(k)legal and auditing fees which are for the benefit of Landlord such as collecting delinquent
rents, preparing tax returns and other financial statements, and audits other than those incurred in connection with the
preparation of reports required pursuant to Section 2B above;


(l)the wages of any employee for services not related directly to the management,
maintenance, operation and repair of the Buildings; 


(m)fines, penalties and interest;


(n)the costs of painting, decorating or making alterations exclusively benefiting the Premises
or the premises of other tenants of the Buildings, or the cost of any work furnished by Landlord without charge as an
inducement for a tenant to lease space (i.e., free rent, improvement allowances);


(o)the cost of constructing, installing, operating or maintaining any special service or facility
such as an observatory, broadcasting facility, luncheon club, athletic or  recreational club, cafeteria or dining facility;


(p)expenditures for repairs or maintenance which are covered by warranties, guarantees or
service contracts (but shall include the cost of any such service contracts), to the extent that Landlord has received or
will receive the benefit of such warranties or guarantees.  Landlord agrees to use commercially reasonable efforts to
enforce the terms of all such warranties and guarantees;


(q)bad debt loss, rent loss or reserves for bad debt or rent loss;


(r)Landlord's general corporate overhead and general and administrative expenses, except
as set forth in Item 4 of the Schedule;


(s)costs occasioned by the violation of law by Landlord, any other tenant, or their respective
agents, officers, employees or contractors;


(t)costs arising from Landlord's charitable or political contributions; 


(u) costs of services to the extent they are materially and substantially in excess of competitive
market rates for such services; 


(v) to the extent Tenant leases only the first floor in either Building, the cost of repair and
maintenance of the elevator; and 


(w) costs for which Landlord has been compensated by a management fee.  





(3)Taxes.  "Taxes" means any and all taxes,
assessments and charges of any kind, general or special, ordinary or extraordinary, levied against the Project, which
Landlord shall pay or become obligated to pay in connection with the ownership, leasing, renting, management, use,
occupancy, control or operation of the Project or of the personal property, fixtures, machinery, equipment, systems and
apparatus used in connection therewith.  Taxes shall include real estate taxes, personal property taxes, sewer rents,
water rents, special or general assessments, transit taxes, ad valorem taxes, and any tax levied on the rents hereunder
or the interest of Landlord under this Lease (the "Rent Tax").  Taxes shall also include all fees and
other costs and expenses paid by Landlord in reviewing any tax and in seeking a refund or reduction of any Taxes,
whether or not the Landlord is ultimately successful.    


For any year, the amount to be included in Taxes (a) from taxes or assessments payable in
installments, shall be the amount of the installments (with any interest) due and payable during such year, and (b) from
all other Taxes, shall at Landlord's election be the amount accrued, assessed, or otherwise imposed for such year or the
amount due and payable in such year.  Any refund or other adjustment to any Taxes by the taxing authority, shall apply
during the year in which the adjustment is made.  Taxes shall not include any (y) net income, capital, stock, succession,
transfer, franchise, gift, estate or inheritance tax, excise taxes imposed upon Landlord based upon gross or net rentals
(except for Rent Tax, as defined above), or other income received by it or any Business and Occupation Tax; (z) Taxes
for any time prior to the Commencement Date hereof of after the expiration or earlier termination hereof.  If requested by
Tenant, Landlord shall take all reasonable action necessary to preserve the right to contest any Taxes, including paying
them under protest, and shall consult with Tenant, and act in good faith in cooperation with Tenant to contest or seek
recovery of Taxes if and to the extent such action is reasonable, as determined by Landlord in its business judgment
exercised in good faith.  Any payment of Taxes by Tenant either directly or by way of reimbursement to Landlord
pursuant to any provision of this Lease shall be, whenever such Taxes have not been directly assessed against Tenant,
subject to appropriate substantiation by Landlord upon the request of Tenant.  All costs incurred by Landlord in any such
contest, including attorneys' fees and court costs, shall be considered Taxes for purposes of this Lease.  Tenant shall be
entitled to its Proportionate Share of any refund (net of Tenant's or Landlord's expenses in obtaining same) obtained by
reason of any such proceeding or otherwise whether obtained during or after the expiration of the Term, except that if
the refund shall relate to the year in which the Term of this Lease commences or expires, the refund (after deducting all
costs of Landlord or Tenant in obtaining same) shall be apportioned between Landlord and Tenant according to the
number of days within the Term. 


(4)Lease Year.  "Lease Year" means each consecutive
twelve-month period beginning with the Commencement Date, except that if the Commencement Date is not the first
day of a calendar month, then the first Lease Year shall be the period from the Commencement Date through the final
day of the twelve months after the first day of the following month, and each subsequent Lease Year shall be the twelve
months following the prior Lease Year.


(5)Fiscal Year.  "Fiscal Year" means the calendar year,
except that the first fiscal year and the last fiscal year of the Term may be a partial calendar year.





D.Computation of Base Rent and Rent Adjustments.

 (1)Prorations.If this Lease begins on a day other than the first day of a
month, the Base Rent, Operating Cost Share Rent and Tax Share Rent shall be prorated for such partial month based
on the actual number of days in such month.  If this Lease begins on a day other than the first day, or ends on a day
other than the last day, of the Fiscal Year, Operating Cost Share Rent and Tax Share Rent shall be prorated for the
applicable Fiscal Year.


(2)Default Interest.  Any sum due from Tenant to Landlord not paid within five
(5) days of its due date shall bear interest from the date due until paid at twelve percent (12%) per annum.


(3)Rent Adjustments.  The square footage of the Premises and the Buildings
set forth in the Schedule are conclusively deemed to be the actual square footage thereof, without regard to any
subsequent remeasurement of the Premises or the Buildings.  If any Operating Cost paid in one fiscal year relates to
more than one Fiscal Year, Landlord may proportionately allocate such Operating Cost among the related fiscal years.



(4)Books and Records.  Landlord shall maintain books and records reflecting
the Operating Costs and Taxes in accordance with generally accepted accounting principles and management practices.
Tenant and/or its selected auditor, provided such auditor is required to be a certified public accountant
("Auditor"), shall have the right to audit Landlord's records, including applicable backup materials, at
Landlord's office upon at least seventy-two (72) hours' prior notice during normal business hours during the three
hundred sixty-five (365) days following the respective delivery of the Operating Cost Report or the Tax Report.  The
results of any such inspection shall be kept strictly confidential by Tenant and its agents (except that such results may
be used in any proceedings to resolve disputes relating to charges that are the subject of such audits), and Tenant and
its Auditor must agree, in their contract for such services, to such confidentiality restrictions and shall specifically agree
that the results shall not be made available to any other tenant of the Buildings.  Unless Tenant sends to Landlord any
written exception to either such report within said 365-day period, such report shall be deemed final and accepted by
Tenant.  Tenant shall pay the amount shown on both reports in the manner prescribed in this Lease, whether or not
Tenant takes any such written exception, without any prejudice to such exception.  If Tenant makes a timely exception,
Landlord shall respond within thirty (30) days of receipt of the exception notice, and if the parties are not able to resolve
any dispute as to the amounts due within forty-five (45) days thereafter, the matter will be submitted for arbitration as
provided in Section 2.E below.  If it is determined that  Landlord's original determination of annual Operating Costs or
Taxes overstated the amounts thereof by more than three percent (3%), then in addition to the reimbursement of the
overpayment, together with interest at the rate of 12% per annum, Landlord will pay to Tenant the cost of the Auditor
who performed the audit.



(5)Miscellaneous.  So long as Tenant is in default of any obligation under this
Lease, Tenant shall not be entitled to any refund of any amount from Landlord.  If this Lease is terminated for any
reason prior to the annual determination of Operating Cost Share Rent or Tax Share Rent, either party shall pay the full
amount due to the other within fifteen (15) days after Landlord's notice to Tenant of the amount when it is determined.
Landlord may commingle any payments made with respect to Operating Cost Share Rent or Tax Share Rent, without
payment of interest.





E.Arbitration of Tenant Disputes re Operating
Cost Share Rent or Tax Share Rent.


In the event that the parties are unable to resolve any dispute between them regarding Tenant's
obligation for Operating Cost Share Rent or Tax Share Rent within the last forty-five (45) day period set forth in Section
2D(4) above, either party may, within an additional fifteen (15) day period thereafter, demand binding arbitration
pursuant to the provisions set forth below.  In the event neither party shall provide the other with notice of demand for
arbitration within such additional fifteen (15) day period, Tenant shall be deemed to have waived any further right to
contest the amounts that were the subject of the process described in Section 2D(4), and Landlord's statements thereof
shall be final and binding on the parties.  


(1)Notice of Demand.  Either party may demand arbitration by notifying the other
party in writing in accordance with the notice provisions of this Lease.  The notice shall describe the reasons for such
demand, the amount involved, if any, and the particular remedy sought, and shall specifically reference the required ten
(10) day response time specified in Section 2E(2) below.  The notice shall also list the name of one arbitrator qualified in
accordance with subsection (3).


(2)Response.  The party that has not demanded arbitration shall respond to the
notice of demand within ten (10) calendar days of receipt of such notice by delivering a written response in accordance
with the notice provisions of this Lease.  The response shall list the name of a second arbitrator qualified in accordance
with Section 2E(3), below.  The response shall also describe the amount involved, and the particular remedy sought.  If
a party fails to respond timely to the notice of demand, the arbitrator selected by the party making such demand under
Section 2E(1), above, shall resolve the dispute, controversy or claim within seven (7) calendar days of the deadline for
response.


(3)Qualified Arbitrator.  Any arbitrator selected in accordance with
Sections 2E(1) and 2E(2), above, shall be any natural person not employed by either of the parties or any parent
or affiliated partnership, corporation or other enterprise thereof, who shall also be a property management professional,
commercial real estate broker, or real estate attorney with at least ten (10) years' experience in the Seattle-Bellevue-
Redmond area real state market.


(4)Appointment of Third Arbitrator.  If a party responds timely to a notice of
demand for expedited arbitration under Section 2E(2), the two arbitrators shall appoint a third arbitrator who shall be
qualified in accordance with Section 2E(3), above.  Such third arbitrator shall be appointed within seven (7) calendar
days of receipt by the party demanding arbitration of notice of response provided for under Subsection 2E(3).  If the two
arbitrators fail to timely appoint a third arbitrator, the third arbitrator shall be appointed by the parties if they can agree
within a period of five (5) calendar days.  If the parties cannot timely agree, then either party may request the
appointment of such third arbitrator by the Presiding Judge of the Superior Court of King County, Washington, and
neither party shall raise any question as to the court's full power and jurisdiction to entertain such application and to
make such appointment.


(5)Arbitration Hearing; Discovery; Venue.  The arbitration hearing shall commence
within ten (10) calendar days of appointment of the third arbitrator as described in Section 2E(4).  The hearing shall in no
event last longer than two (2) calendar days.  There shall be no discovery or dispositive motion practice (such as
motions for summary judgment or to dismiss or the like) except as may be permitted by the arbitrators; and any such
discovery or dispositive motion practice permitted by the arbitrators shall accommodate to the maximum extent practical
the time limits contained herein.  The arbitrators shall not be bound by any rules of civil procedure or evidence, but
rather shall consider such writings and oral presentations as reasonable business persons would use in the conduct of
their day to day affairs, and may require the parties to submit some or all of their case by written declaration or such
other manner of presentation as the arbitrators may determine to be appropriate.  It is the intention of the parties to limit
live testimony and cross examination to the extent absolutely necessary to insure a fair hearing to the parties on
significant and material issues.  Venue of any arbitration hearing conducted pursuant to this Section shall be in Seattle,
Washington.


(6)Decision.  The arbitrators' decision shall be made in no event later
than seven (7) calendar days of the commencement of the arbitration hearing described in Section 2E(5).  If
three (3) arbitrators are appointed, a majority decision shall prevail.  The award shall be final and binding upon the
parties. The arbitrators may award reasonable attorney's fees and costs to the substantially prevailing party.

 


3.PREPARATION AND CONDITION OF PREMISES; POSSESSION AND SURRENDER OF PREMISES. 



A.Condition of Premises.  Except to the extent of any Initial Improvements
item on the Schedule, or any obligation with respect to Landlord's representations and warranties expressly provided in
this Lease, Landlord is leasing the Premises to Tenant "as is", without any obligation to alter, remodel,
improve, repair or decorate any part of the Premises; provided that Tenant's acceptance of the Premises does not
relieve Landlord of any of its ongoing maintenance and repair obligations set forth in this Lease. 


B.Tenant's Possession.  If Tenant takes possession of any part of the
Premises prior to the Commencement Date set forth in item 9 of the Schedule for purposes of doing business
(excluding testing of equipment and facilities), the Commencement Date shall be deemed to have occurred on such
date, and all terms of this Lease shall apply thereafter, including commencement Base Rent in accordance with
item 12 of the Schedule, prorated for any partial month.


C.Maintenance.  Throughout the Term, Tenant shall maintain the Premises in
their condition as of the date of completion of Tenant's Initial Improvements, loss or damage caused by the elements,
ordinary wear, and fire and other casualty excepted, and at the termination of this Lease, or Tenant's right to
possession, Tenant shall return the Premises to Landlord in broom-clean condition.  To the extent Tenant fails to
perform either obligation, Landlord may, but need not, restore the Premises to such condition and Tenant shall pay the
cost thereof.


D.Delay in Delivery.  If Landlord fails to deliver the Premises in the condition
required under this Lease by August 1, 2005, Tenant may elect to terminate this Lease by written notice given to
Landlord at any time prior to delivery of the Premises, in which event this Lease shall terminate on the date of Tenant's
termination notice, as if such date were originally set forth as the termination date herein, and Landlord will immediately
refund all amounts paid by Tenant to Landlord relating to this Lease (if any), including amounts for prepayment of rent,
deposits or other expenses, as well as return and release the Letter of Credit (defined in Section 20 of the Lease). 


4.PROJECT SERVICES.


Landlord shall furnish services as follows:


A.Heating and Air Conditioning.  During the normal business hours of 6:30 a.m. to
6:30 p.m., Monday through Friday, and 7:00 a.m. to 1:00 p.m. on Saturday, Landlord shall furnish heating and air
conditioning to provide a comfortable temperature, in Landlord's reasonable judgment, for normal business operations in
that portion of the Premises located in Building C, except to the extent Tenant installs equipment which adversely
affects the temperature maintained by the air conditioning system.  If Tenant installs such equipment, then at Tenant's
election, Tenant may install, at Tenant's sole cost, supplementary air conditioning units in the Premises (subject to
Landlord's prior approval of such Work, pursuant to Section 5, below), or, such supplementary air conditioning units may
be installed by Landlord, and Tenant shall pay to Landlord upon demand as Additional Rent the cost of installation,
together with the cost of operation and maintenance thereof. Tenant shall have full control over setting the temperatures
and hours of operation of the heating and air conditioning for that portion of the Premises located in Building B.
Accordingly, there shall be no additional charge for after hours operation of heating and air conditioning for that portion
of the Premises located in Building B.   


Landlord shall furnish heating and air conditioning after normal business hours as to that portion
of the Premises located in Building C if Tenant provides Landlord reasonable prior notice, and pays Landlord all
then current charges for such additional heating or air conditioning.   Landlord's current charge is $15.50 per hour of
operation after normal business hours for additional heating or air conditioning.  Landlord's charges shall be based on
the actual cost of providing such additional heating or air conditioning, which will be determined primarily by the utility
charge to operate during the extended hours.  Either party may request a review, not more than two times per Lease
Year, to determine whether a change in the after-hours charge is necessary based on the after-hours cost or usage.  All
changes in the after-hours charge will be made prospectively beginning with the month following the month in which the
review was completed.  


B.Elevators. Except in cases of emergency, Landlord shall provide passenger
elevator service in common with Landlord and all other tenants or visitors (i) to Building C during normal business
hours of 8:00 a.m. to 6:00 p.m., Monday through Friday, and 8:00 a.m. to 1:00 p.m. on Saturday (and limited passenger
service at other times), and (ii) to Building B during such days and hours as Tenant shall request.  Landlord shall
use commercially reasonable efforts promptly to restore passenger elevator service following any emergency. 


C.Electricity. Landlord shall provide sufficient electricity to operate normal office
lighting and equipment.  Tenant shall not install or operate in the Building C portion of the Premises any electrically
operated equipment or other machinery, other than business machines and equipment normally employed for general
office use which do not require high electricity consumption for operation, without obtaining the prior written consent of
Landlord.  Tenant may also operate various electronics and other equipment in the Buildings provided such operation is
consistent with the permitted uses under this Lease.  If any or all of Tenant's equipment, including, without limitation, its
electronics and other equipment operated in accordance with Tenant's permitted use of the Premises, requires electricity
consumption in excess of that which is necessary to operate normal office equipment in the Building C portion of the
Premises, such consumption (including consumption for computer or telephone rooms and special HVAC equipment)
shall be submetered by Landlord at Tenant's expense, and Tenant shall reimburse Landlord as Additional Rent for the
cost of its submetered consumption based upon Landlord's actual cost of electricity.  Such Additional Rent shall be in
addition to Tenant's obligations pursuant to Section 2A(2) to pay its Proportionate Share of Operating Costs.
Tenant shall pay the cost of electrical service to Building B directly to the electrical service provider.


D.Water.  Landlord shall furnish hot and cold tap water for drinking and toilet
purposes.  Tenant shall pay Landlord for water furnished for any other purpose as Additional Rent at rates fixed by
Landlord.  Tenant shall use reasonable efforts to avoid wasting water.


E.Janitorial Service.  Tenant shall provide janitorial services to the Premises,
at is own cost, to a standard consistent with good commercial practices in similar office buildings.  


F.Interruption of Services.  If any of the Building equipment or machinery ceases to
function properly for any cause Landlord shall use reasonable diligence to repair the same promptly.  Landlord's inability
to furnish, to any extent, the Project services set forth in this Section 4, or any cessation thereof resulting from any
causes, including any entry for repairs pursuant to this Lease, and any renovation, redecoration or rehabilitation of any
area of the Buildings shall not render Landlord liable for damages to either person or property or for interruption or loss
to Tenant's business, nor be construed as an eviction of Tenant, nor work an abatement of any portion of Rent, nor
relieve Tenant from fulfillment of any covenant or agreement hereof.  However, in the event that an interruption of the
Project services set forth in this Section 4 causes the Premises to be untenantable for a period of at least seven (7)
consecutive business days, monthly Rent shall thereafter be abated proportionately, to the extent the Premises are
unusable for their normal purposes.  Nothing herein precludes Tenant from seeking recovery of any and all damages
suffered and losses incurred (including but not limited to loss of business) due to an interruption of utilities for a period
greater than five (5) business days, if such interruption was caused by the negligence or willful misconduct of Landlord,
its agents, employees, or contractors.  Subject to closures due to Force Majeure, emergency or casualty, Tenant shall
have full access and use of the Premises twenty-four hours a day, seven days a week, 52 weeks a year.


G.Landlord's Maintenance Obligations.  Landlord shall maintain, repair and replace
as necessary the structural and common area portions of the Buildings and Project in good working order and condition,
including without limitation the roof, exterior surfaces of the Building, foundation, common area flooring, heating and
electrical systems, HVAC systems (provided that Tenant may elect to take responsibility for maintaining any additional
HVAC system installed as part of the Initial Improvements), plumbing, elevators, lobbies, stairs, corridors, restrooms,
landscaping, parking areas, on-site utilities and improvements necessary for the operation of the Building, and all other
common areas of the Building.   Furthermore, Landlord warrants that the common areas of the Buildings, including
restrooms and lobbies are (or will be by or before the Commencement Date) in compliance with the Americans with
Disabilities Act of 1990 and all other applicable building codes.  Landlord shall remedy any violation of this warranty (at
its sole cost and expense) promptly following receipt of notice from Tenant of any such violation.


5.ALTERATIONS AND REPAIRS.


A.Landlord's Consent and Conditions.  


Tenant shall not make any improvements or alterations to the Premises (the
"Work") without in each instance submitting plans and specifications for the Work to Landlord and
obtaining Landlord's prior written consent which shall not be unreasonably withheld, conditioned or delayed, provided
that (a) such Work does not impact the base structural components or systems of the Buildings, (b) such Work will not
impact any other tenant's premises, and (c) such Work is not visible from outside the Premises.  Landlord may withhold
its consent in its sole discretion for any Work which (a) impacts the base structural components or systems of the
Buildings, (b) impacts any other tenant's premises, or (c) is visible from outside the Premises. 


Subject to Landlord's review and approval of the plans and specifications for the same and
the remaining requirements of this Section 5, Landlord hereby consents to the installation, periodic testing, and
use in an emergency of Tenant's backup generator in the location depicted on Appendix A-2 attached hereto or in
alternative locations reasonably approved by Landlord.  Tenant agrees to screen the generator in a manner reasonably
approved by Landlord and in compliance with any applicable requirements of the City of Redmond and/or any other
applicable governmental authorities.


Tenant shall pay for the cost of all Work.  All Work shall become the property of Landlord
upon its installation, except for Tenant's trade fixtures and for items which Tenant is required to remove at Tenant's cost
at the termination of the Lease pursuant to Section 5E.


The following requirements shall apply to all Work:

 (1)Prior to commencement, Tenant shall furnish to Landlord building permits,
certificates of insurance satisfactory to Landlord, and, at Landlord's request, security for payment of all costs (which, as
to the Initial Improvements, are not to be covered by the Landlord's allowances set forth in Appendix C hereto).


(2)Tenant shall perform all Work so as to maintain peace and harmony among other
contractors serving the Project and shall avoid interference with other work to be performed or services to be rendered in
the Project.


(3)The Work shall be performed in a good and workmanlike manner, meeting the
standard for construction and quality of materials in the Buildings, and shall comply with all insurance requirements and
all applicable governmental laws, ordinances and regulations ("Governmental Requirements").


(4)Tenant shall perform all Work so as to minimize or prevent disruption to other
tenants, and Tenant shall comply with all reasonable requests of Landlord in response to complaints from other
tenants.


(5)Tenant shall perform all Work in compliance with Landlord's "Policies, Rules
and Procedures for Construction Projects" in effect at the time the Work is performed.


(6)Tenant shall supervise all Work.  


(7)Upon completion, Tenant shall furnish Landlord with contractor's affidavits and full
and final statutory waivers of liens, as-built plans and specifications, and receipted bills covering all labor and materials,
and all other close-out documentation required in Landlord's "Policies, Rules and Procedures for Construction
Projects".

 


B.Damage to Systems.  If any part of the mechanical, electrical or other
systems in the Premises shall be damaged, Tenant shall promptly notify Landlord, and Landlord shall promptly
commence, and diligently pursue the repair of such damage until completed.  Landlord may also at any reasonable time
make any repairs or alterations which Landlord deems necessary for the safety or protection of the Project, or which
Landlord is required to make by any court or pursuant to any Governmental Requirement.  Tenant shall at its expense
make all other repairs necessary to keep the Premises, and Tenant's fixtures and personal property, in good order,
condition and repair; to the extent Tenant fails to do so, Landlord may make such repairs itself. The cost of any repairs
made by Landlord on account of Tenant's default, or on account of the mis-use or neglect by Tenant or its contractors or
agents anywhere in the Project, or its invitees within the Premises, shall become Additional Rent payable by Tenant on
demand.  Notwithstanding any provision set forth in this Lease to the contrary, if Tenant provides written notice (or oral
notice in the event of an emergency such as damage or destruction to or of any portion of the Building and/or the
Building systems and/or anything that could cause material disruption to Tenant's business) to Landlord of an event or
circumstance which requires the action of Landlord with respect to repair and/or maintenance, and Landlord fails to
provide such action within a reasonable period of time, given the circumstances, after the receipt of such notice, but in
any event not later than seven (7) days after receipt of such notice, then Tenant may proceed to take the required action
upon delivery of an additional three (3) business days' notice to Landlord specifying that Tenant is taking such required
action (provided, however, that neither of the notices shall be required in the event of an emergency which threatens life
or where there is imminent danger to property), and if such action was required under the terms of the Lease to be taken
by Landlord and was not taken by Landlord within such ten (10) day period (unless such notice was not required
as provided above), then Tenant shall be entitled to prompt reimbursement by Landlord of Tenant's reasonable costs
and expenses in taking such action plus interest thereon at the default interest rate (described in Section 2D(2)), plus
any abatement of Rent otherwise available pursuant to Section 4F.  Subject to the reasonable security requirements of
any other tenant in the Buildings and the Project, Landlord agrees that Tenant shall have access to the Buildings and
Building systems and the Project, to the extent reasonably necessary to perform the work contemplated by this
provision. 


C.No Liens.  Tenant has no authority to cause or permit any lien or
encumbrance of any kind to affect Landlord's interest in the Project; any such lien or encumbrance shall attach to
Tenant's interest only.  If any mechanic's lien shall be filed or claim of lien made for work or materials furnished to
Tenant, then Tenant shall at its expense within ten (10) days thereafter either discharge or contest the lien or claim.  If
Tenant contests the lien or claim, then Tenant shall (i) within such ten (10) day period, provide Landlord adequate
security for the lien or claim, (ii) contest the lien or claim in good faith by appropriate proceedings that operate to stay its
enforcement, and (iii) pay promptly any final adverse judgment entered in any such proceeding.  If Tenant does not
comply with these requirements, Landlord may discharge the lien or claim, and the amount paid, as well as attorney's
fees and other expenses incurred by Landlord, shall become Additional Rent payable by Tenant on demand.


D.Ownership of Improvements.  Except as expressly provided otherwise in
this Lease, all Work as defined in this Section 5, affixed partitions, affixed hardware, equipment affixed to become part of
the Building systems, machinery affixed to become part of the Building systems and all other improvements and all
affixed fixtures except trade fixtures, constructed in the Premises by either Landlord or Tenant, (i) shall become
Landlord's property upon installation without compensation to Tenant, unless Landlord consents otherwise in writing,
and (ii) shall at Landlord's option either (a) be surrendered to Landlord with the Premises at the termination of the Lease
or of Tenant's right to possession, or (b) be removed in accordance with Subsection 5E below.  Landlord shall notify
Tenant at the time of its approval of the construction of any such items whether Tenant shall be required to remove the
same at the expiration or sooner termination of this Lease.  The parties agree that notwithstanding any provision to the
contrary in this Lease, unless specifically stated otherwise as part of Landlord's consent to Work, Tenant shall retain
ownership of all trade fixtures and equipment used in its business operations, whether or not affixed to the Premises or
identified by Tenant at the time plans are submitted for approval to Landlord, and Tenant shall have the right to remove
such items upon termination of this Lease.  For avoidance of doubt, this includes all laboratory and manufacturing
equipment.  Unless Landlord at the time it gives its consent to the performance of such construction expressly requires
the removal of the constructed items, then Tenant shall not be obligated to remove such items upon termination of the
Lease.


E.Removal at Termination.  Upon the termination of this Lease or Tenant's
right of possession Tenant shall remove from the Project its trade fixtures, furniture, equipment and other personal
property, interior and exterior signage, any improvements which Tenant is required to remove pursuant to Section 5D,
and any improvements to any portion of the Project other than the Premises (Tenant specifically agreeing to remove any
emergency generator).  Tenant shall repair all damage caused by the installation or removal of any of the foregoing
items.  If Tenant does not timely remove such property, and Tenant fails to remove it within 20 days of receipt of written
notice requesting such removal, Tenant shall be conclusively presumed to have, at Landlord's election,
(i) conveyed such property to Landlord without compensation, or (ii) abandoned such property, and
Landlord may dispose of or store any part thereof in any manner at Tenant's sole cost, without waiving Landlord's right
to claim from Tenant all expenses arising out of Tenant's failure to remove the property, and without liability to Tenant or
any other person.  Landlord shall have no duty to be a bailee of any such personal property.  If Landlord elects
abandonment, Tenant shall pay to Landlord, upon demand, any expenses incurred for disposition.


F.Satellite Dish Equipment.  During the Term, Tenant shall have the right at its
sole cost to install, maintain, and from time to time replace one or more satellite dish, antenna or communication device
on the roof of one or both Buildings, together with necessary antenna(e) cabling and wiring connecting the same
to the Premises (such dish, antenna, communication equipment, cabling and wiring being collectively referred to as the
"Dish Equipment") for purposes of facilitating communications of Tenant to and from the Premises,
provided that (a) Tenant shall obtain Landlord's prior written approval of the proposed size, weight, location and
aesthetic impact of the Dish Equipment and the method for fastening the Dish Equipment to the Building, such approval
not to be unreasonably withheld, delayed or conditioned; (b) Tenant will at its sole cost comply with (i) all  Governmental
Requirements, (ii) Landlord's reasonable requirements from time to time, and (iii) the conditions of any bond or
warranty maintained by Landlord on the roof; and (c) the Dish Equipment shall not interfere, electronically or otherwise,
with the equipment, facilities, use or operations of Landlord or of other licensees or tenants of Landlord in the Project or
on adjoining properties owned by Landlord or its affiliates as such equipment, facilities, use or operations exist at the
time that Tenant submits its plans to Landlord for use of Dish Equipment.  Landlord may supervise any roof penetration.
In no event shall Landlord's approval of plans for the Dish Equipment or supervision of roof penetration be deemed a
representation that the Dish Equipment will not cause, or be subject to, interference or that such plans will comply with
Governmental Requirements, future requirements of Landlord, or the conditions of any bond or warranty maintained by
Landlord on the roof.  Tenant shall repair any damage to the Building caused by the installation, maintenance,
replacement, use or removal of the Dish Equipment.  The Dish Equipment shall remain the property of Tenant.  Tenant
may remove the Dish Equipment at its sole cost during the Term, and Tenant shall remove the Dish Equipment at its
sole cost upon expiration or termination of the Lease, and Tenant's failure to do so shall entitle Landlord to pursue the
remedies set forth in Section 5E, above.  Landlord agrees that it shall not permit any third party to locate any other
rooftop communications equipment or similar facilities on Building B without Tenant's prior written consent.
Landlord may install rooftop communications equipment or similar facilities on Building B, so long as such
equipment or facilities do not interfere with the operation of Tenant's Dish Equipment, and Landlord agrees promptly
following written notice from Tenant to relocate any such equipment or facilities on Building B that cause such
interference.  With respect to Dish Equipment placed on Building C, Landlord shall have the right to require
Tenant to relocate all or any part of the Dish Equipment from time to time, provided that such relocation does not
interfere with the functionality of the Dish Equipment and that Landlord reimburses Tenant for the cost of such relocation
within thirty (30) days of completion.  In the event Landlord requires Tenant to relocate the Dish Equipment to comply
with Governmental Requirements, such relocation shall be performed at Tenant's sole cost.  In the event Landlord
otherwise requires the Dish Equipment to be relocated, such relocation shall be performed at Landlord's sole cost.
Tenant shall protect, defend, indemnify and hold harmless Landlord from and against claims, damages, liabilities, costs
and expenses of every kind and nature, including reasonable attorneys' fees, incurred by or asserted against Landlord
arising out of the installation, maintenance, replacement, use or removal of the Dish Equipment (including the
reasonable costs and expenses of Landlord's review of plans for the Dish Equipment), except to the extent caused by
the negligence or willful misconduct of Landlord or its employees, agents or contractors.  Prior to the installation of the
Dish Equipment, Tenant shall provide Landlord with a revised certificate of insurance showing that Tenant's liability
coverage includes the Dish Equipment installation and use thereof and shall secure from any Dish Equipment
installation contractors a certificate of insurance in the same form and with the same requirements as Tenant's certificate
of insurance.  Tenant shall have no obligation to pay Rent for the rights conferred under this Section, but Tenant shall
maintain any Dish Equipment in good repair.


6.USE OF PREMISES.  Tenant shall use the Premises primarily for
general office, research and development, and light manufacturing, and incidentally for other ancillary purposes
reasonably related to its primary use.    Tenant shall not allow any use of the Premises which will negatively affect the
cost of coverage of Landlord's insurance on the Project.  Tenant shall not allow any use of the Premises which would
interfere with any other Tenant or with the operation of the Project by Landlord; provided that Landlord confirms that
Tenant's intended use of the Premises as described above will not violate the restrictions of this Section 6. Tenant shall
not permit any nuisance or waste upon the Premises, or allow any offensive noise or odor in or around the
Premises.


If any governmental authority shall deem the Premises to be a "place of public
accommodation" under the Americans with Disabilities Act or any other comparable law as a result of Tenant's
use, Tenant shall either modify its use to cause such authority to rescind its designation or be responsible for any
alterations, structural or otherwise, required to be made to the Buildings or the Premises under such laws. Landlord shall
be responsible, at its own cost without reimbursement, for the compliance of the Project and the entries and access
points to the Buildings with the requirements of the Americans with Disabilities Act existing as of the date of this Lease;
any modifications required as a result of changes to the Americans with Disabilities Act taking effect after the date of this
Lease and thereafter applicable from time to time shall be included within Operating Costs (and Included Capital Items,
to the extent applicable). 


7.GOVERNMENTAL REQUIREMENTS AND BUILDING RULES.
Tenant shall comply with all Governmental Requirements applying to its use of the Premises.  Tenant shall also comply
with Landlord's rules and regulations contained in Appendix B hereto, and with all future reasonable rules reasonably
established for the Project from time to time by Landlord, provided that it is understood and agreed that the provisions of
this Lease, including Appendix C hereto, take precedence and control in the event of any conflicting provisions or
obligations set forth in any such future rules.  Failure by another tenant to comply with the rules or failure by Landlord to
enforce them shall not relieve Tenant of its obligation to comply with the rules or make Landlord responsible to Tenant in
any way.  Landlord shall use reasonable efforts to apply the rules and regulations uniformly with respect to Tenant and
tenants in the Buildings under leases containing rules and regulations similar to this Lease.  In the event of alterations
and repairs performed by Tenant, Tenant shall comply with the provisions of Section 5 of this Lease and also Landlord's
"Policies, Rules and Regulations for Construction Projects".


8.WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE. 


 A.Indemnification.  Tenant shall indemnify, defend and hold harmless
Landlord and its officers, directors, employees and agents against any claim by any third party for injury to any person or
damage to or loss of any property occurring in the Project and arising from the use of the Premises or from any other act
or omission or negligence of Tenant or any of Tenant's officers, directors, employees or agents; except to the extent any
such claim is caused by the negligence or willful misconduct of Landlord or its officers, directors, employees or agents.
Tenant's obligations under this section shall survive the termination of this Lease.


Landlord shall indemnify, defend and hold harmless Tenant and its officers, directors,
employees and agents against any claim by any third party for injury to any person or damage to or loss of any property
occurring in the Project or from any other act or omission or negligence of Landlord or any of Landlord's officers,
directors, employees or agents; except to the extent any such claim is caused by the negligence or willful misconduct of
Tenant or its officers, directors, employees or agents.  Landlord's obligations under this section shall survive the
termination of this Lease. 


AS BETWEEN LANDLORD AND TENANT, AND NOT FOR THE BENEFIT OF ANY THIRD
PARTY, TENANT HEREBY WAIVES ITS IMMUNITY WITH RESPECT TO LANDLORD UNDER THE INDUSTRIAL
INSURANCE ACT (RCW TITLE 51) AND/OR ANY EQUIVALENT ACTS AND TENANT EXPRESSLY AGREES TO
ASSUME POTENTIAL LIABILITY FOR ACTIONS BROUGHT AGAINST LANDLORD BY TENANT'S EMPLOYEES.
THIS WAIVER HAS BEEN SPECIFICALLY NEGOTIATED BY THE PARTIES TO THIS LEASE AND TENANT HAS
HAD THE OPPORTUNITY TO, AND HAS BEEN ENCOURAGED, TO CONSULT WITH INDEPENDENT COUNSEL
REGARDING THIS WAIVER.


AS BETWEEN LANDLORD AND TENANT, AND NOT FOR THE BENEFIT OF ANY THIRD
PARTY, LANDLORD HEREBY WAIVES ITS IMMUNITY WITH RESPECT TO TENANT UNDER THE INDUSTRIAL
INSURANCE ACT (RCW TITLE 51) AND/OR ANY EQUIVALENT ACTS AND LANDLORD EXPRESSLY
AGREES TO ASSUME POTENTIAL LIABILITY FOR ACTIONS BROUGHT AGAINST TENANT BY LANDLORD'S
EMPLOYEES.  THIS WAIVER HAS BEEN SPECIFICALLY NEGOTIATED BY THE PARTIES TO THIS LEASE AND
LANDLORD HAS HAD THE OPPORTUNITY TO, AND HAS BEEN ENCOURAGED, TO CONSULT WITH
INDEPENDENT COUNSEL REGARDING THIS WAIVER.


B.Tenant's Insurance.  Tenant shall maintain insurance as follows, with such
other terms, coverages and insurers, as Landlord shall reasonably require from time to time:

 (1)Commercial General Liability Insurance, with (a) Contractual Liability including the
indemnification provisions contained in this Lease, (b) a severability of interest endorsement, (c) limits of not less than
One Million Dollars ($1,000,000) combined single limit per occurrence and not less than Two Million Dollars
($2,000,000) in the aggregate for bodily injury, sickness or death, and property damage, and umbrella coverage of not
less than Three Million Dollars ($3,000,000). 


(2)Property Insurance against "All Risks" of physical loss covering the
replacement cost of all improvements, fixtures and personal property.  


(3)Workers' compensation or similar insurance in form and amounts required by law,
and Employer's Liability with not less than the following limits:

 


Each Occurrence$500,000

Aggregate--Policy Limit$500,000

Per Employee$500,000


Tenant's insurance shall be primary and not contributory to that carried by Landlord, its
agents, or mortgagee.  Landlord, and if any, Landlord's building manager or agent and ground lessor shall be named as
additional insureds as respects to insurance required of the Tenant in Section 8B(1).  The company or companies writing
any insurance which Tenant is required to maintain under this Lease, as well as the form of such insurance, shall at all
times be subject to Landlord's approval, and any such company shall be licensed to do business in the state in which the
Buildings are located.  Such insurance companies shall have a A.M. Best rating of A VI or better.


Tenant shall cause any contractor of Tenant performing work on the Premises to maintain
insurance as follows, with such other terms, coverages and insurers, as Landlord shall reasonably require from time to
time:

 (1)Commercial General Liability Insurance, including contractor's liability coverage,
contractual liability coverage, completed operations coverage, broad form property damage endorsement, and
contractor's protective liability coverage, to afford protection with limits, for each occurrence, of not less than One Million
Dollars ($1,000,000) with respect to personal injury, death or property damage. 


(2)Workers' compensation or similar insurance in form and amounts required by law,
and Employer's Liability with not less than the following limits:

 


Each Occurrence$500,000

Aggregate Policy Limit$500,000

Per Employee$500,000


Tenant's contractor's insurance shall be primary and not contributory to that carried by
Tenant, Landlord, their agents or mortgagees.  Tenant and Landlord, and if any, Landlord's building manager or agent,
mortgagee or ground lessor shall be named as additional insured on Tenant's contractor's insurance policies.


C.Insurance Certificates.  Tenant shall deliver to Landlord certificates
evidencing all required insurance no later than five (5) days prior to the Commencement Date and each renewal date.
Each certificate will provide for thirty (30) days prior written notice of cancellation to Landlord and Tenant.


D.Landlord's Insurance.  Landlord shall maintain "All-Risk"
property insurance at replacement cost, including loss of rents, on the Buildings, and Commercial General Liability
insurance policies covering the common areas of the Buildings, each with such terms, coverages and conditions as are
normally carried by reasonably prudent owners of properties similar to the Project.  


E.Waiver of Subrogation.  Notwithstanding any other term or provision of this
Lease, Landlord and Tenant each waive any and all rights to recover against the other, or against the officers, directors,
shareholders, partners, joint ventures, employees, agents, customers, invitees or business visitors of such other party,
for any loss or damage to such waiving party arising from any cause covered by any property insurance required to be
carried pursuant to this Lease or any other property insurance actually carried by such party.  Landlord and Tenant, from
time to time, will cause their respective insurers to issue appropriate waiver of subrogation rights endorsements to all
property insurance policies carried in connection with the Building or the Premises or the contents of either.


9.FIRE AND OTHER CASUALTY.  



A.Termination.  If a fire or other casualty causes substantial damage to the
Buildings or the Premises, Landlord shall engage a registered architect to certify within one (1) month of the casualty to
both Landlord and Tenant the amount of time needed to restore the Buildings and the Premises to tenantability, using
standard working methods.  If the time needed exceeds twelve (12) months from the date of damage, or five (5) months
therefrom if the damage occurs during the last twenty-four (24) months of the Lease, then in the case of the Premises,
either Landlord or Tenant may terminate this Lease, and in the case of substantial damage to portions of
Building C other than the Premises, Landlord may terminate this Lease, by notice to the other party within ten (10)
days after the notifying party's receipt of the architect's certificate.  Notwithstanding the foregoing, if flood, earthquake or
other peril for which Landlord does not carry insurance causes substantial damage to the Premises or the Buildings,
Landlord may also terminate this Lease by written notice given to Tenant within thirty (30) days from the date of the
casualty.  The termination under this paragraph shall be effective thirty (30) days from the date of the notice and Rent
shall be paid by Tenant to that date, with an abatement for any portion of the Premises which has been untenantable
after the casualty.


B.Restoration.  If a casualty causes damage to the Buildings or the Premises
but this Lease is not terminated for any reason, then subject to the rights of any mortgagees or ground lessors, Landlord
shall obtain the applicable insurance proceeds and diligently restore the Buildings and the Premises subject to current
Governmental Requirements.  Tenant shall replace its damaged improvements, personal property and fixtures as it
deems appropriate.  Rent shall be abated on a per diem basis during the restoration for any portion of the Premises
which is untenantable.


10.EMINENT DOMAIN.  If a part of the Project is taken by eminent
domain or deed in lieu thereof which is so substantial that the Premises cannot reasonably be used by Tenant for the
operation of its business as contemplated (one location to combine business operations), then either party may
terminate this Lease effective as of the date of the taking.  If any substantial portion of the Project is taken without
affecting the Premises, then Landlord may terminate this Lease as of the date of such taking.  Rent shall abate from the
date of the taking in proportion to any part of the Premises taken.  The entire award for a taking of any kind shall be paid
to Landlord, and Tenant shall have no right to share in the award; provided that Tenant shall be permitted to pursue
recovery of (a) any available award for the unamortized cost of any permanent improvements made to the Premises by
Tenant at its sole cost (i.e., in excess of the Landlord's Contribution and Additional Landlord's Contribution set
forth in Appendix C hereto), and (b) any separate award available for Tenant's relocation expenses.  All
obligations accrued to the date of the taking shall be performed by the party liable to perform said obligations, as set
forth herein.


11.RIGHTS RESERVED TO LANDLORD.


Landlord may exercise at any time any of the following rights respecting the operation of the
Project without liability to the Tenant of any kind:


A.Name.  To change the name of the Buildings (provided that Landlord
reimburses Tenant for all reasonable costs associated with changes to letterhead, stationary, and other similar expenses
attributable to the change), or if mandated by applicable governmental authority, to change the street address of the
Buildings or suite number(s) of the Premises.


B.Signs.  To install and maintain any signs on the exterior and in the interior of
the Buildings, and to approve at its sole discretion, prior to installation, any of Tenant's signs in the Premises visible from
the common areas or the exterior of the Buildings. 


Subject to Landlord's prior written approval of the size, design, materials and location of
the Tenant's sign, Tenant shall have the right to install, maintain, and replace a sign for its commercial identification on
the exterior façades of each of the Buildings.  The size of any Tenant sign to be located on Building C shall
not reduce the exterior signage area available to other tenants in Building C, on a proportionate basis or as may
otherwise be determined pursuant to any applicable signage codes.  Landlord's approval of Tenant's signage shall not
be unreasonably withheld, provided that the signs comply with all applicable codes and ordinances, and are aesthetically
compatible in Landlord's judgment with the Buildings and the Project.  The parties agree to work together in good faith to
determine the exact location for the signs.  Tenant shall pay for all costs of construction, installation, maintenance and
repair of its signs, and shall remove the signs upon the expiration or sooner termination of the Lease and repair all
damage resulting from such removal at Tenant's sole cost.


C.Window Treatments.  To approve, at its discretion, prior to installation, any
shades, blinds, ventilators or window treatments of any kind, as well as any lighting within the Premises that may be
visible from the exterior of the Buildings or any interior common area. 


D.Keys.  To retain and use at any time passkeys to enter the Premises or any
door within the Premises.  Tenant shall not alter or add any lock or bolt.


E.Access.  Upon not less than 24 hours' prior notice (except in the case of an
emergency or in response to a Tenant initiated service request), and subject to Tenant's reasonable security
requirements, including the requirement that Landlord be accompanied by an authorized employee of Tenant, to have
access to inspect the Premises, and to perform its obligations, or make repairs, alterations, additions or improvements,
as permitted by this Lease.   Landlord agrees to use reasonable efforts to coordinate with Tenant any entry into the
Premises pursuant to this Section 11E when reasonably possible.  


F.Preparation for Reoccupancy.  To decorate, remodel, repair, alter or
otherwise prepare the Premises for reoccupancy at any time after Tenant abandons the Premises, without relieving
Tenant of any obligation to pay Rent.


G.Heavy Articles.  To approve the weight, size, placement and time and
manner of movement within the Buildings of any safe, central filing system or other heavy article of Tenant's property.
Tenant shall move its property entirely at its own risk.  


H.Show Premises.  To show the Premises to prospective purchasers, tenants,
brokers, lenders, investors, rating agencies or others at any reasonable time (subject to restrictions on access as
described in Section 11E above), provided that Landlord gives prior notice to Tenant and does not materially interfere
with Tenant's use of the Premises.



I.Intentionally Omitted. 



J.Use of Lockbox.  To designate a lockbox collection agent for collections of
amounts due Landlord.  In that case, the date of payment of Rent or other sums shall be the date of the agent's receipt
of such payment or the date of actual collection if payment is made in the form of a negotiable instrument thereafter
dishonored upon presentment.  However, Landlord may reject any payment for all purposes as of the date of receipt or
actual collection by mailing to Tenant within 21 days after such receipt or collection a check equal to the amount sent by
Tenant.


K.Repairs and Alterations.  To make repairs or alterations to the Project and in
doing so transport any required material through the Premises, to close entrances, doors, corridors, elevators and other
facilities in the Project, to open any ceiling in the Premises, or to temporarily suspend services or use of common areas
in the Buildings.  Landlord shall use reasonable efforts to ensure that Landlord's entry onto the Premises and any
alterations, repairs or improvements do not unreasonably interfere with Tenant's use, parking, access, of and to the
Premises.  Tenant may require any Work in the Premises to be done after business hours if Tenant pays Landlord for
overtime and any other expenses incurred.  Landlord may do or permit any work on any nearby building, land, street,
alley or way.  


L.Landlord's Agents.  If Tenant is in default under this Lease, possession of
Tenant's funds or negotiation of Tenant's negotiable instrument by any of Landlord's agents shall not waive any breach
by Tenant or any remedies of Landlord under this Lease.


M.Building Services.  To install, use and maintain through the Premises,
pipes, conduits, wires and ducts serving the Buildings, provided that such installation, use and maintenance does not
unreasonably interfere with Tenant's use of the Premises. 


N.Other Actions.  To take any other action which Landlord deems reasonable
in connection with the operation, maintenance or preservation of the Buildings.


12.TENANT'S DEFAULT.


Any of the following shall constitute a default by Tenant:


A.Rent Default.  Tenant fails to pay any Rent when due and such failure
continues for a period of five (5) business days after Tenant's receipt of written notice of such failure;


B.Assignment/Sublease or Hazardous Substances Default.  Tenant defaults in
its obligations under Section 17 Assignment and Sublease or Section 28 Hazardous Substances;


C.Other Performance Default.  Tenant fails to perform any other obligation to
Landlord under this Lease, and, in the case of only the first two (2) such failures during the Term of this Lease, this
failure continues for thirty (30) days after receipt of written notice from Landlord, except that if Tenant begins to cure its
failure within the thirty (30) day period but cannot reasonably complete its cure within such period, then, so long as
Tenant continues to diligently attempt to cure its failure, the thirty (30) day period shall be extended to sixty (60) days, or
such lesser period as is reasonably necessary to complete the cure;


D.Credit Default.  One of the following credit defaults occurs:

 (1)Tenant commences any proceeding under any law relating to bankruptcy,
insolvency, reorganization or relief of debts, or seeks appointment of a receiver, trustee, custodian or other similar
official for the Tenant or for any substantial part of its property, or any such proceeding is commenced against Tenant
and either remains undismissed for a period of thirty days or results in the entry of an order for relief against Tenant
which is not fully stayed within seven days after entry;


(2)Tenant becomes insolvent or bankrupt, does not generally pay its debts as they
become due, or admits in writing its inability to pay its debts, or makes a general assignment for the benefit of
creditors;


(3)Any third party obtains a levy or attachment under process of law against Tenant's
leasehold interest.  

 


E.Vacation or Abandonment Default.  Tenant vacates or abandons the entire
Premises.


13.REMEDIES.


A.Termination of Lease or Possession.  If Tenant defaults, Landlord may elect
by notice to Tenant either to terminate this Lease or to terminate Tenant's possession of the Premises without
terminating this Lease.  In either case, Tenant shall immediately vacate the Premises and deliver possession to
Landlord, and Landlord may repossess the Premises and may, at Tenant's sole cost, remove any of Tenant's signs and
any of its other property, without relinquishing its right to receive Rent or any other right against Tenant.  


B.Lease Termination Damages.  If Landlord terminates the Lease pursuant to
Section 13A, Tenant shall pay to Landlord all Rent due on or before the date of termination, plus Landlord's
reasonable estimate of the aggregate Rent (excluding Landlord's Additional Contribution, as defined in Appendix C
hereto) that would have been payable from the date of termination through the Termination Date, reduced by the rental
value of the Premises calculated as of the date of termination for the same period, taking into account anticipated
vacancy prior to reletting, reletting expenses and market concessions, both discounted to present value at the rate of
five percent (5%) per annum, plus 100% of the then unpaid principal balance of the Additional Landlord's Contribution.  If
Landlord shall relet any part of the Premises for any part of such period before the present value amount described in
the preceding sentence shall have been paid by Tenant or finally determined by a court, then the amount of Rent
payable pursuant to such reletting (taking into account vacancy prior to reletting and any reletting expenses or
concessions) shall be deemed to be the reasonable rental value for that portion of the Premises relet during the period
of the reletting.


C.Possession Termination Damages.  If Landlord terminates Tenant's right to
possession without terminating the Lease and Landlord takes possession of the Premises itself, Landlord may relet any
part of the Premises for such Rent, for such time, and upon such terms as Landlord in its sole discretion shall determine,
without any obligation to do so prior to renting other vacant areas in the Buildings.  Any proceeds from reletting the
Premises shall first be applied to the expenses of reletting, including redecoration, repair, alteration, advertising,
brokerage, legal, and other reasonably necessary expenses.  If the reletting proceeds after payment of expenses are
insufficient to pay the full amount of Rent under this Lease, Tenant shall pay such deficiency to Landlord monthly upon
demand as it becomes due.  Any excess proceeds shall be retained by Landlord. 


D. Remedies Cumulative.  All of Landlord's remedies under this Lease shall
be in addition to all other remedies Landlord may have at law or in equity.  Waiver by either party of any breach of any
obligation by the other party shall be effective only if it is in writing, and shall not be deemed a waiver of any other
breach, or any subsequent breach of the same obligation.  Landlord's acceptance of payment by Tenant shall not
constitute a waiver of any breach by Tenant, and if the acceptance occurs after Landlord's notice to Tenant, or
termination of the Lease or of Tenant's right to possession, the acceptance shall not affect such notice or termination.
Acceptance of payment by Landlord after commencement of a legal proceeding or final judgment shall not affect such
proceeding or judgment.  Landlord may advance such monies and take such other actions for Tenant's account as
reasonably may be required to cure or mitigate any default by Tenant.  Tenant shall immediately reimburse Landlord for
any such advance, and such sums shall bear interest at the default interest rate described in Section 2D(2) until
paid.


E.WAIVER OF TRIAL BY JURY.  EACH PARTY WAIVES TRIAL
BY JURY IN THE EVENT OF ANY LEGAL PROCEEDING BROUGHT BY THE OTHER IN CONNECTION WITH THIS
LEASE.  EACH PARTY SHALL BRING ANY ACTION AGAINST THE OTHER IN CONNECTION WITH THIS LEASE IN
A FEDERAL OR STATE COURT LOCATED IN WASHINGTON, CONSENTS TO THE JURISDICTION OF SUCH
COURTS, AND WAIVES ANY RIGHT TO HAVE ANY PROCEEDING TRANSFERRED FROM SUCH COURTS ON
THE GROUND OF IMPROPER VENUE OR INCONVENIENT FORUM.


F.Litigation Costs.  If either party hereto fails to perform any of its obligations
under this Lease or if any dispute arises between the parties hereto concerning the meaning or interpretation of any
provision of this Lease, then the defaulting party or the party not prevailing in such dispute, as the case may be, shall
pay any and all costs and expenses incurred by the other party on account of such default and/or in enforcing or
establishing its rights hereunder, including, without limitation, court costs and reasonable attorneys' fees and
disbursements.  Any such attorneys' fees and other expenses incurred by either party in enforcing a judgment in its favor
under this Lease shall be recoverable separately from and in addition to any other amount included in such judgment,
and such attorneys' fees obligation is intended to be severable from the other provisions of this Lease and to survive and
not be merged into any such judgment.


Without limiting the generality of this Section, if Landlord utilizes the services of an attorney
for the purpose of collecting any unpaid Rent due or in connection with any other breach of this Lease by Tenant, Tenant
agrees to pay Landlord actual attorneys' fees, regardless of the fact that no legal action may be commenced or filed by
Landlord.   


G.Default by Landlord.  Landlord shall be in default in the performance of any
obligation required to be performed by Landlord under the Lease if Landlord has failed to perform such obligation within
thirty (30) days after the receipt of notice from Tenant specifying in detail Landlord's failure to perform; provided,
however, that if the nature of Landlord's obligation is such that more than thirty (30) calendar days are reasonably
required for its performance, Landlord shall not be deemed in default if it shall commence such performance within thirty
(30) days and thereafter diligently pursues the same to completion.   


14.SURRENDER.  Upon termination of this Lease or Tenant's right to
possession, Tenant shall return the Premises to Landlord in good order and condition, ordinary wear and casualty
damage excepted.  If Tenant is required to remove any alterations under the terms of this Lease, then Tenant shall
remove the alterations in a good and workmanlike manner and restore the Premises to its condition prior to their
installation.


15.HOLDOVER.  Tenant shall have no right to holdover possession of
the Premises after the expiration or termination of this Lease without Landlord's prior written consent, which consent
may be withheld in Landlord's sole and absolute discretion.  If Tenant retains possession of any part of the Premises
after the Term, Tenant shall become a month-to-month tenant for the entire Premises upon all of the terms of this Lease
as might be applicable to such month-to-month tenancy, except that Tenant agrees to pay for each full or partial month
that Tenant remains in possession, and an amount equal to 125% of the Base Rent, estimated Operating Cost Share
Rent and estimated Tax Share Rent in effect immediately prior to such holdover, computed on a monthly basis.  Tenant
shall also pay Landlord all of Landlord's direct and consequential damages.  No acceptance of Rent or other payments
by Landlord under these holdover provisions shall operate as a waiver of Landlord's right to regain possession or any
other of Landlord's remedies.


16.SUBORDINATION TO GROUND LEASES AND MORTGAGES.


A.Subordination.  This Lease shall be subordinate to any present or future
ground lease or mortgage respecting the Project, and any amendments to such ground lease or mortgage, at the
election of the ground lessor or mortgagee as the case may be, effected by notice to Tenant in the manner provided in
this Lease.  The subordination shall be effective upon such notice, but at the request of Landlord or ground lessor or
mortgagee, Tenant shall within ten (10) days of the request, execute and deliver to the requesting party any reasonable
documents provided to evidence the subordination.  Any mortgagee has the right, at its option, to subordinate its
mortgage to the terms of this Lease, without notice to, nor the consent of, Tenant.  Tenant's obligation to subordinate
this Lease or execute agreements effecting subordination is conditioned on Tenant's receipt of a commercially
reasonable agreement from such ground lessor, mortgagee or trust deed beneficiary not to disturb Tenant's rights under
the Lease (including without limitation the right to possession of the Premises) upon any termination of the ground lease
or foreclosure, except as expressly permitted by the terms of the Lease.


B.Termination of Ground Lease or Foreclosure of Mortgage.  If any ground
lease is terminated or mortgage foreclosed or deed in lieu of foreclosure given and the ground lessor, mortgagee, or
purchaser at a foreclosure sale shall thereby become the owner of the Project, Tenant shall attorn to such ground lessor
or mortgagee or purchaser without any deduction or setoff by Tenant, and this Lease shall continue in effect as a direct
lease between Tenant and such ground lessor, mortgagee or purchaser.  The ground lessor or mortgagee or purchaser
shall be liable as Landlord only during the time such ground lessor or mortgagee or purchaser is the owner of the
Project.  At the request of Landlord, ground lessor or mortgagee, Tenant shall execute and deliver within ten (10) days of
the request any reasonable document furnished by the requesting party to evidence Tenant's agreement to attorn.



C.Security Deposit.  Any ground lessor or mortgagee shall be responsible for
the return of any security deposit by Tenant only to the extent the security deposit is received by such ground lessor or
mortgagee.


D.Notice and Right to Cure.  The Project is subject to any ground lease and
mortgage identified with name and address of ground lessor or mortgagee in Appendix D to this Lease (as the same
may be amended from time to time by written notice to Tenant).  Tenant agrees to send by registered or certified mail to
any ground lessor or mortgagee identified either in such Appendix or in any later notice from Landlord to Tenant a copy
of any notice of default sent by Tenant to Landlord.  If Landlord fails to cure such default within the required time period
under this Lease, but ground lessor or mortgagee begins to cure within ten (10) days after such period and proceeds
diligently to complete such cure, then ground lessor or mortgagee shall have such additional time as is necessary to
complete such cure, including any time necessary to obtain possession if possession is necessary to cure, and Tenant
shall not begin to enforce its remedies so long as the cure is being diligently pursued.


E.Definitions.  As used in this Section 16, "mortgage" shall include
"deed of trust" and/or "trust deed" and "mortgagee" shall include
"beneficiary" and/or "trustee", "mortgagee" shall include the mortgagee of any ground
lessee, and "ground lessor", "mortgagee", and "purchaser at a foreclosure sale" shall
include, in each case, all of its successors and assigns, however remote.


17.ASSIGNMENT AND SUBLEASE.


A.In General.  Tenant shall not, without the prior consent of Landlord in each
case, (i) make or allow any assignment or transfer, by operation of law or otherwise, of any part of Tenant's interest in
this Lease, (ii) grant or allow any lien or encumbrance, by operation of law or otherwise, upon any part of Tenant's
interest in this Lease, (iii) sublet any part of the Premises, or (iv) permit anyone other than Tenant and its employees to
occupy any part of the Premises. Tenant shall remain primarily liable for all of its obligations under this Lease,
notwithstanding any assignment or transfer.  No consent granted by Landlord shall be deemed to be a consent to any
subsequent assignment or transfer, lien or encumbrance, sublease or occupancy.  Tenant shall pay all of Landlord's
reasonable attorneys' fees and other expenses incurred in connection with any consent requested by Tenant or in
reviewing any proposed assignment or subletting, such amount not to exceed $1,000 for each instance of request.  Any
assignment or transfer, grant of lien or encumbrance, or sublease or occupancy without Landlord's prior written consent
shall be void.  If Tenant shall assign this Lease or sublet the Premises in its entirety (other than to an affiliate) any rights
of Tenant to renew this Lease, extend the Term or to lease additional space in the Project shall be extinguished thereby
and will not be transferred to the assignee or subtenant, all such rights being personal to the Tenant named herein.


B.Landlord's Consent.  Landlord will not unreasonably withhold, delay or
condition its consent to any proposed assignment or subletting.  It shall be reasonable for Landlord to withhold its
consent to any assignment or sublease if (i) Tenant is in default under this Lease, (ii) the proposed assignee or
sublessee is a tenant in the Project or an affiliate of such a tenant or a party that Landlord has identified as a prospective
tenant in the Project and Landlord has space available elsewhere for such tenant or prospective tenant; (iii) the financial
responsibility, nature of business, and character of the proposed assignee or subtenant are not all reasonably
satisfactory to Landlord, (iv) in the reasonable judgment of Landlord the purpose for which the assignee or subtenant
intends to use the Premises (or a portion thereof) is not in keeping with Landlord's standards for the Buildings or are in
violation of the terms any other leases in the Project, or (v) the proposed assignment is for less than the entire Premises
or for less than the remaining Term of the Lease.  The foregoing shall not exclude any other reasonable bases for
Landlord to withhold its consent.  


C.Procedure.  Tenant shall notify Landlord of any proposed assignment or
sublease at least thirty (30) days prior to its proposed effective date.  The notice shall include the name and address of
the proposed assignee or subtenant, its corporate affiliates in the case of a corporation and its partners in a case of a
partnership, an execution copy of the proposed assignment or sublease, and sufficient information to permit Landlord to
determine the financial responsibility and character of the proposed assignee or subtenant.  As a condition to any
effective assignment of this Lease, the assignee shall execute and deliver in form satisfactory to Landlord at least fifteen
(15) days prior to the effective date of the assignment, an assumption of all of the obligations of Tenant under this
Lease.  As a condition to any effective sublease, subtenant shall execute and deliver in form satisfactory to Landlord at
least fifteen (15) days prior to the effective date of the sublease, an agreement to comply with all of Tenant's obligations
under this Lease, and at Landlord's option, an agreement to attorn to Landlord (except for the economic obligations
which subtenant will undertake directly to Tenant) under the terms of the sublease in the event this Lease terminates
before the sublease expires.


D.Tenant Affiliate or Successor by Merger.  Notwithstanding anything in this
Section 17 to the contrary, Tenant may assign this Lease, or sublease all or any part of the Premises, without Landlord's
consent, to an affiliate (as defined in Section 26C, below) of Tenant, or, so long as the net worth and financial
responsibility of any such successor entity is equal to or greater than that of Tenant as of the date of this Lease, to any
corporation or other entity resulting from the reorganization, merger of or consolidation with Tenant.  In that case, the
Tenant affiliate or successor entity shall assume in writing all of Tenants obligations under this Lease. Tenant shall
provide Landlord with a final execution copy of the assignment or sublease as soon as practicable, but in no event later
than thirty (30) days after the effective date thereof.  In addition, no transfer, sale, or other disposition of the stock of
Tenant occurring in connection with or as result of a private or public offering or placement of Tenant's stock, the
principal purpose of which is to raise capital for Tenant and not to effect a change in control of Tenant, shall be deemed
an assignment of this Lease or otherwise require Landlord's consent.  


18.CONVEYANCE BY LANDLORD.  If Landlord shall at any time
transfer its interest in the Project or this Lease, Landlord shall be released of any obligations occurring after such
transfer, except the obligation to return to Tenant any security deposit not delivered to its transferee, and Tenant shall
look solely to Landlord's successors for performance of such obligations.  This Lease shall not be affected by any such
transfer.


19.ESTOPPEL CERTIFICATE.  Each party shall, within ten (10) days
of receiving  a request from the other party, execute, acknowledge in recordable form, and deliver to the other party or
its designee a certificate stating, subject to a specific statement of any applicable exceptions, that the Lease as
amended to date is in full force and effect, that the Tenant is paying Rent and other charges on a current basis, and that
to the best of the knowledge of the certifying party, the other party has committed no uncured defaults and has no
offsets or claims.  The certifying party may also be required to state the date of commencement of payment of Rent, the
Commencement Date, the Termination Date, the Base Rent, the current Operating Cost Share Rent and Tax Share
Rent estimates, the status of any improvements required to be completed by Landlord, the amount of any security
deposit, and such other matters as may be reasonably requested.  Failure to deliver such statement within the time
required shall be conclusive evidence against the non-certifying party that this Lease, with any amendments identified by
the requesting party, is in full force and effect, that there are no uncured defaults by the requesting party, that not more
than one month's Rent has been paid in advance, that the non-certifying party has not paid any security deposit, and
that the non-certifying party has no claims or offsets against the requesting party.


20.SECURITY DEPOSIT.  Upon the later of (a) the date that
Landlord delivers possession of the Premises to Tenant pursuant to Appendix C, or (b) August 1, 2005, Tenant
shall deposit with Landlord security (the "Security Deposit") in the amount of One Million Dollars
($1,000,000.00), which security shall be in the form of an unconditional and irrevocable letter of credit (the
"Letter of Credit") (i) in form and substance reasonably satisfactory to Landlord, (ii) naming Landlord
as beneficiary, (iii) expressly allowing Landlord to draw upon it at any time from time to time by delivering to the
issuer notice that Landlord is entitled to draw thereunder, (iv) drawable on an FDIC-insured financial institution
reasonably satisfactory to Landlord, and (v) redeemable in the state of Landlord's choice.  In addition, no later than
fifteen (15) days following the Commencement Date, Tenant shall deposit with Landlord an additional Security Deposit in
an amount equal to fifty percent (50%) of any portion of the Additional Landlord's Contribution Tenant elects to receive
pursuant to Section 4 of Appendix C hereto. Such additional Security Deposit shall also be in the form of an
unconditional and irrevocable Letter of Credit meeting the requirements of items (i) through (v) of the first sentence of
this Section 20.  


If Tenant does not provide Landlord with a substitute or substitutes for such Letter(s) of
Credit complying with all of the requirements hereof at least thirty (30) days before the stated expiration date of the
current Letter(s) of Credit then, upon five (5) business days' notice to Tenant, Landlord shall have the right to draw upon
the current Letter(s) of Credit and hold the funds drawn as the Security Deposit.   


On the last day of the calendar year during which the twelfth (12th) month of
the Lease term occurs, and on the last day of each of the four calendar years thereafter, and provided that Tenant shall
not be in default under the terms of this Lease, Landlord agrees to reduce the amount of the Letter of Credit by One
Hundred Forty-two Thousand Eight Hundred Fifty-seven Dollars ($142,857.00), as illustrated by the following table:



	
 

Example
	

Periods
	

Required Letter of Credit Balance
 
	
If Commencement Date occurs between 02/01/06 and 12/31/06
	
Required deposit date of Letter of Credit -     12/30/07
	
       

   

     $ 1,000,000 

	 	
12/31/07 - 12/30/08
	
     $    857,143 

	 	
12/31/08 - 12/30/09
	
     $    714,286 

	
	
12/31/09 - 12/30/10
	
     $    571,429 

	 	
12/31/10 - 12/30/11
	
     $    428,572 

	 	
12/31/11 - 12/30/12
	
     $    285,715 





 

In addition, and provided that Tenant shall not be in default hereunder and shall, at least thirty
(30) days prior to the expiration of the 72nd month of the Lease term, deliver cash to Landlord in the
amount of One Hundred Sixty-one Thousand Eight Hundred Twenty-seven and 26/100 Dollars ($161,827.26) as a
replacement Security Deposit Landlord agrees that the Letter of Credit shall be released in its entirety at the expiration of
the 72nd month of the Lease term. 


If Tenant defaults under this Lease and such default is not cured within the applicable cure
period, Landlord may use any part of the Security Deposit to pay or perform any obligation of Tenant under this Lease,
or to compensate Landlord for any loss or damage resulting from any default.  To the extent any portion of the deposit is
used, Tenant shall within five (5) days after demand from Landlord restore the deposit to its full amount.  Landlord may
keep the Security Deposit in its general funds and shall not be required to pay interest to Tenant on the deposit amount.
If Tenant shall perform all of its obligations under this Lease and return the Premises to Landlord at the end of the Term,
Landlord shall return all of the remaining Security Deposit to Tenant within thirty (30) days after the end of the Term.
The Security Deposit shall not serve as an advance payment of Rent or a measure of Landlord's damages for any
default under this Lease.


If Landlord transfers its interest in the Project or this Lease, Landlord may transfer the
Security Deposit to its transferee.  Upon such transfer, Landlord shall have no further obligation to return the Security
Deposit to Tenant, and Tenant's right to the return of the Security Deposit shall apply solely against Landlord's
transferee.


21.FORCE MAJEURE.  Landlord shall not be in default under this
Lease to the extent Landlord is unable to perform any of its obligations on account of any strike or labor problem, energy
shortage, governmental pre-emption or prescription, national emergency, or any other cause of any kind beyond the
reasonable control of Landlord ("Force Majeure").


22.TENANT'S PERSONAL PROPERTY AND FIXTURES.  Landlord
hereby waives any statutory or common law landlord's lien or other lien or any other interest whatsoever in any item
personal property owned by Tenant, or any portion thereof or interest therein, located in the Building, the Premises or
elsewhere.  


23.NOTICES.  All notices, consents, approvals and similar
communications to be given by one party to the other under this Lease, shall be given in writing, mailed or personally
delivered as follows:


A.Landlord.  To Landlord as follows:


CarrAmerica Realty Operating Partnership. L.P. 

10735 Willows Road NE, Suite 100

Redmond, WA 98052

Attn: Market Managing Director



with a copy to:

 CarrAmerica Realty Corporation



1850 K Street, NW

Suite 500

Washington, D.C. 20006

Attn: Legal Department


or to such other person at such other address as Landlord may designate by notice to
Tenant.


B.Tenant.  To Tenant as follows:

 Pre-Occupancy Address:  A copy each to the attention of the CFO and the Director,
Facilities at the following addresses:


By Delivery:


19910 North Creek Parkway

Bothell, Washington 98011


For Mail:


P.O. Box 3008

Bothell

98041-3008


With a copy to the attention of General Counsel at the same addresses.


 

 

Post-Occupancy Address: A copy each to the attention of the CFO and the
Director, Facilities at the following address:


Microvision, Inc.

6222 - 185th Avenue NE,

Redmond, WA 98052


With a copy to the attention of General Counsel at the same addresses.

 




or to such other person at such other address as Tenant may designate by notice to
Landlord.


Mailed notices shall be sent by United States certified or registered mail, or by a reputable
national overnight courier service, postage prepaid.  Mailed notices shall be deemed to have been given on the earlier of
actual delivery or three (3) business days after posting in the United States mail in the case of registered or certified
mail, and one business day in the case of overnight courier.


24.QUIET POSSESSION.  So long as Tenant shall perform all of its
obligations under this Lease, Tenant shall enjoy peaceful and quiet possession of the Premises against any party
claiming through the Landlord.


25.REAL ESTATE BROKER.  Each party represents to the other party
that it has not dealt with any real estate broker with respect to this Lease except for any broker(s) listed in the Schedule,
and no other broker is in any way entitled to any broker's fee or other payment in connection with this Lease.  Landlord
is solely responsible for any commissions or other payments due to the real estate brokers listed in the Schedule.  Each
party shall indemnify and defend the other party against any claims by any other broker or third party for any payment of
any kind for a breach of the representations in this Section 25.



26.MISCELLANEOUS.



A.Successors and Assigns.   Subject to the limits on Tenant's assignment
contained in Section 17, the provisions of this Lease shall be binding upon and inure to the benefit of all successors and
assigns of Landlord and Tenant.


B.Date Payments Are Due.  Except for payments to be made by Tenant under
this Lease which are due upon demand, in advance (such as Base Rent), or on some other stated due date in this lease,
Tenant shall pay to Landlord any amount for which Landlord renders a statement of account within the later of (i) twenty
(20) days after receipt of such statement, or (ii) the date that the next Base Rent payment is due.


C.Meaning of "Landlord", "Re-Entry, "including" and
"Affiliate".  The term "Landlord" means only the owner of the Project and the lessor's interest
in this Lease from time to time.  The words "re-entry" and "re-enter" are not restricted to their
technical legal meaning.  The words "including" and similar words shall mean "without limitation."
The word "affiliate" shall mean a person or entity controlling, controlled by or under common control with the
applicable entity.  "Control" shall mean the power directly or indirectly, by contract or otherwise, to direct the
management and policies of the applicable entity.


D.Time of the Essence.  Time is of the essence of each provision of this
Lease.


E.No Option.  This document shall not be effective for any purpose until it has
been executed and delivered by both parties; execution and delivery by one party shall not create any option or other
right in the other party.


F.Severability.  The unenforceability of any provision of this Lease shall not
affect any other provision.  


G.Governing Law.  This Lease shall be governed in all respects by the laws of
the state in which the Project is located, without regard to the principles of conflicts of laws.


H.Intentionally Omitted. 


I.No Oral Modification.  No modification of this Lease shall be effective unless
it is a written modification signed by both parties.


J.Landlord's Right to Cure. Following the expiration of any applicable cure
period (except in an emergency), Landlord may cure any default by Tenant; any expenses incurred shall become
Additional Rent due from Tenant on demand by Landlord.


K.Captions.  The captions used in this Lease shall have no effect on the
construction of this Lease.  


L.Authority.  Landlord and Tenant each represents to the other that it has full
power and authority to execute and perform this Lease.


M.Landlord's Enforcement of Remedies.  Landlord may enforce any of its
remedies under this Lease either in its own name or through an agent.


N.Entire Agreement.  This Lease, together with all Appendices and
Addendum 1 hereto, constitutes the entire agreement between the parties.  No representations or agreements of
any kind have been made by either party which are not contained in this Lease.  


O.Landlord's Title.   Landlord's title shall always be paramount to the interest
of the Tenant, and nothing in this Lease shall empower Tenant to do anything which might in any way impair Landlord's
title.


P.Light and Air Rights.  Landlord does not grant in this Lease any rights to
light and air in connection with Project.  Landlord reserves to itself, the Land, the Buildings below the improved floor of
each floor of the Premises, the Buildings above the ceiling of each floor of the Premises, the exterior of the Premises
and the areas on the same floor outside the Premises, along with the areas within the Premises required for the
installation and repair of utility lines and other items required to serve other tenants of the Buildings.


Q.Singular and Plural.  Wherever appropriate in this Lease, a singular term
shall be construed to mean the plural where necessary, and a plural term the singular.  For example, if at any time two
parties shall constitute Landlord or Tenant, then the relevant term shall refer to both parties together.


R.No Recording by Tenant.  Tenant shall not record in any public records any
memorandum or any portion of this Lease.


S.Exclusivity.  Landlord does not grant to Tenant in this Lease any exclusive
right except the right to occupy its Premises.


T.No Construction Against Drafting Party.  The rule of construction that
ambiguities are resolved against the drafting party shall not apply to this Lease.


U.Survival.  All obligations of Landlord and Tenant under this Lease that may
reasonably be interpreted as intending to survive shall survive the termination of this Lease.


V.Rent Not Based on Income.  No rent or other payment in respect of the
Premises shall be based in any way upon net income or profits from the Premises.  Tenant may not enter into or permit
any sublease or license or other agreement in connection with the Premises which provides for a rental or other
payment based on net income or profit.


W.Building Manager and Service Providers.  Landlord may perform any of its
obligations under this Lease through its employees or third parties hired by the Landlord.


X.Late Charge and Interest on Late Payments.  Without limiting the provisions
of Section 12A, if Tenant fails to pay any installment of Rent or other charge to be paid by Tenant pursuant to this Lease
within five (5) business days after the same becomes due and payable, then Tenant shall pay a late charge equal to the
greater of three percent (3%) of the amount of such payment or $250.  In addition, interest shall be paid by Tenant to
Landlord on any payments of Rent made after the expiration of 5 days following the date due until paid at the rate
provided in Section 2D(2).  Such late charge and interest shall constitute Additional Rent due and payable by Tenant to
Landlord upon the date of payment of the delinquent payment referenced above.


Y.Landlord's Representations and Warranties.  Landlord represents and
warrants to Tenant to Tenant that as of the date of delivery of the Premises to Tenant, the building systems serving the
Premises shall be in good working order and condition.  Landlord further represents to Tenant, to the best of Landlord's
knowledge, that as of the date of delivery of the Premises to Tenant, the Premises shall be in the condition and shall
contain the equipment described in Appendix G hereto. 


Z.Parking.  Landlord shall maintain a parking ratio of three (3) parking
spaces per 1,000 rentable square feet of Premises area in the parking area serving the Premises, and Tenant's parking
allowance shall consist of three (3) parking spaces per 1000 rentable square feet of Premises area.


27.UNRELATED BUSINESS INCOME.  If Landlord is advised by its
counsel at any time that any part of the payments by Tenant to Landlord under this Lease may be characterized as
unrelated business income under the United States Internal Revenue Code and its regulations, then Tenant shall enter
into any amendment proposed by Landlord to avoid such income, so long as the amendment does not require Tenant to
make more payments or accept fewer services from Landlord, than this Lease provides.


28.HAZARDOUS SUBSTANCES.  Tenant shall not cause or permit
any Hazardous Substances to be brought upon, produced, stored, used, discharged or disposed of in or near the
Project, except such Hazardous Substances that are typical in Tenant's business and that are at all times used, kept and
stored and disposed of in compliance with applicable Governmental Requirements.  "Hazardous
Substances" include those hazardous substances described in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the Resource Conservation and
Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., any other applicable federal, state or local law, and the
regulations adopted under these laws.   "Hazardous substance" specifically includes but is not restricted to
asbestos, polychlorobiphenyls ("PCBs") and petroleum.  Landlord consents to Tenant's use and storage on
the Premises of reasonable quantities of substances and cleaning supplies normally found in office environments and
reasonable quantities of diesel fuel to be used in connection with or contained in Tenant's emergency generator (if any),
provided that all of the same shall be used, stored and disposed of in compliance with all applicable Governmental
Requirements.  If any lender or governmental agency believes that Tenant's use of the Premises has caused
contamination by Hazardous Substances and shall require testing for Hazardous Substances in the Premises, Tenant
shall pay for such testing.


A.Landlord represents and warrants to Tenant, to the best of Landlord's knowledge and
belief, that the Premises, Buildings and Project are free of the presence of Hazardous Substances in reportable
quantities as of the date of this Lease, except for those materials typically used, in compliance with applicable laws and
regulations, in the construction industry and for those substances and cleaning supplies normally found in office
environments.  Landlord shall defend, indemnify and hold Tenant and its officers, agents and employees harmless from
and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs, or expenses (including
without limitation reasonable attorney and reasonable consultant fees, court costs and litigation expenses) of whatever
kind or nature, arising out of the presence, disposal, or release of any Hazardous Substance arising out of or related to
(a) Hazardous Substances located in the Premises, the Buildings or the Project as of the date of this Lease or released
onto the Premises or the Project by Landlord or its agents or employees hereafter; (b) Landlord's negligence or
willful misconduct, or that of its agents, employees, or contractors; and/or (c) any breach of Landlord's representation
and warranty regarding Hazardous Substances herein and any violation by Landlord of any law applicable thereto.


B.Tenant shall defend, indemnify, and hold Landlord and its officers, agents,
employees, and property manager harmless from and against any claims, demands, penalties, fines, liabilities,
settlements, damages, costs, or expenses (including, without limitation, reasonable attorney fees and reasonable
consultant fees, court costs and litigation expenses) of whatever kind or nature, arising out of or in any way related to the
presence, disposal, release or threatened release of any Hazardous Substances arising out of or related to (a) all
Hazardous Substances placed, disposed or released on the Premises or the Project by Tenant, its agents, employees,
contractors, or invitees; (b) Tenant's negligence or willful misconduct, or that of its agents, employees, contractors, or
invitees; and/or (c) Tenant's violation of any law or breach of Tenant's obligations under this Lease applicable to
Hazardous Substances.


29.EXCULPATION.  Landlord shall have no personal liability under
this Lease; its liability shall be limited to its interest in the Project, and shall not extend to any other property or assets of
the Landlord.  In no event shall any officer, director, employee, agent, shareholder, partner, member or beneficiary of
Landlord be personally liable for any of Landlord's obligations hereunder.


30.RIGHT OF FIRST OFFER. Subject to Subsection B below,
and the right of Landlord to extend the Lease and/or expand the Premises area of any current tenant in the Building,
Landlord hereby grants to Tenant for the term of the Lease a right of first offer for any space that becomes available for
lease in Building C (collectively, the "ROFO Space"), to be exercised in accordance with
Subsection A below.


A.If any ROFO Space becomes available for lease to anyone other than a Prior
Tenant, and provided that at least 24 months shall be remaining on the term of Tenant's Lease at the time such ROFO
space becomes available, Landlord shall so notify Tenant ("Landlord's ROFO Notice") identifying
the available ROFO Space (the "Subject ROFO Space").  Landlord's ROFO Notice may be given up
to twelve (12) months in advance of such availability and shall contain the terms upon which Landlord intends to offer
the Subject ROFO Space for lease to the market.  Tenant shall notify Landlord within fifteen (15) business days of
receipt of Landlord's ROFO Notice whether it desires to lease the Subject ROFO Space on the terms set forth in
Landlord's ROFO Notice.  If Tenant does not notify Landlord within said 15 business-day period that it will lease the
Subject ROFO Space, Tenant shall be deemed to have refused the Subject ROFO Space.  After any refusal, Tenant
shall have no further right of first offer for such Subject ROFO Space and Landlord shall be free to lease such space to
any party for any term and upon any terms it desires; provided, however, that in the event that Landlord shall have failed
to enter into a letter of intent to lease the Subject ROFO Space to a third party within ninety (90) days following any
refusal by Tenant, Landlord shall not lease the Subject ROFO Space to any third party without again offering the Subject
ROFO Space to Tenant, pursuant to the terms hereof.  In addition, Landlord shall not lease the Subject ROFO space on
terms which are materially more favorable to the third party than those set forth in Landlord's ROFO Notice, without
again offering the Subject ROFO Space to Tenant, pursuant to the terms hereof. As used herein, "materially more
favorable" shall mean essential economic terms, including Base Rent, any rent concessions and any tenant
improvement allowance or obligation, which, taken as a whole, are more favorable to the third party than those set forth
in Landlord's ROFO Notice by more than ten percent (10%).  If Tenant exercises its right of first offer with respect to the
Subject ROFO Space, such space shall be added to the Premises for all purposes of this lease for the remaining Term
of the Lease on (a) the terms specified in Landlord's ROFO Notice, and (b) the terms of this Lease to the extent that they
do not conflict with the terms specified in Landlord's ROFO Notice, except that the terms of Landlord's ROFO Notice
shall not apply during any Renewal Term, and instead, the terms of the Lease applying to the remainder of the Premises
during the Renewal Term shall also apply to the Subject ROFO Space.


B.Tenant's right of first offer is subject to the condition that:  (i) on the date that
Tenant delivers its notice exercising its right of first offer, Tenant is not in default under this Lease, and (ii) except for an
assignment or sublease to (a) a subsidiary, affiliate, parent or other entity which controls, is controlled by, or is under
common control with, Tenant; (b) a successor entity related to Tenant by merger, consolidation, non-bankruptcy
reorganization, or government action; (c) a purchaser of substantially all of Tenant's assets in the Premises; or (d) a joint
venture in which Tenant is a general partner, Tenant shall not have assigned the Lease or sublet all of the Premises
under a sublease which is in effect at any time during the period commencing with Tenant's delivery of its notice and
ending on the date the ROFO Space is added to the Premises.  


C.Promptly after Tenant's exercise of its right of first offer, Landlord shall execute
and deliver to Tenant an amendment to the Lease to reflect changes in the Premises, Base Rent, Tenant's
Proportionate Share and any other appropriate terms changed by the addition of the ROFO Space.  Within 20 days
thereafter, Tenant shall execute and return the amendment. 


31.TENANT'S CONFIDENTIAL INFORMATION.  Landlord
recognizes that it is imperative that Tenant's Confidential Information, as hereafter defined, remain confidential,
subject to the terms hereof.  For purposes hereof, "Confidential Information" means any non-public
information observed or otherwise obtained by any employee of Landlord while performing work in or inspecting the
Premises, or any non-public information otherwise provided by Tenant to Landlord that Tenant designates as
confidential or proprietary; provided, however, that Confidential Information shall not include any information required to
be provided by Tenant to Landlord pursuant to the terms of this Lease.  Confidential Information may be communicated
by any method and in any form, including but not limited to, written, oral or visual.  


A.Preservation of Confidentiality.  Except as may be required by any
applicable Governmental Requirements, and except in the context of any litigation between the parties or any other
action reasonably taken by Landlord to enforce its rights or Tenant's obligations under this Lease, Landlord agrees (a)
not to disclose, or otherwise reveal, without Tenant's prior written consent, any portion of any Confidential Information or
any notes, extracts, or summaries of such Confidential Information obtained by Landlord, (b) not to use Confidential
Information for personal gain or to advance or support Landlord's business operations or those of third parties, and (c)
upon discovery of any unauthorized disclosure, to use reasonable efforts to prevent further disclosure or use thereof,
and to notify Tenant immediately.  Landlord's obligations under this Section 31 shall survive the expiration or
sooner termination of this Lease. 


B.Equitable Remedies.  Landlord acknowledges that Tenant's
Confidential Information is of a special and unique character and nature, and that a breach of Landlord's obligations
under this Section 31 could cause irreparable damage and injury to Tenant.  Accordingly, Landlord agrees that upon
Landlord's breach of the provisions of this Section 31, Tenant shall be entitled to injunctive and/or other
appropriate equitable relief, without the need for posting any bond or comparable security.  Landlord agrees not to assert
the claim or defense in any equitable action that Tenant has an adequate remedy at law or in damages, all without
affecting Tenant's right to make a claim against Landlord for any damages it may suffer as a result of Landlord's breach
of its obligations under this Section 31.  


IN WITNESS WHEREOF, the parties hereto have executed this Lease.


LANDLORD:

 CarrAmerica Realty Operating Partnership, L.P.,











A Delaware limited partnership 


By:CarrAmerica Realty Corporation,

a Maryland corporation, its general partner


 
By:

Print Name:

Print Title:


 



TENANT:


Microvision, Inc.,

a Delaware corporation


 

By: _______________________

Print Name: ______________________

Print Title: _______________________


 STATE OF WASHINGTON )

)ss.

County of K I N G)


 

I certify that I know or have satisfactory evidence that  is the person who
appeared before me, and said person acknowledged that ___ signed this instrument, on oath stated that ___ was
authorized to execute this instrument and acknowledged it as the  of CarrAmerica Realty
Corporation, a Maryland corporation, to be the free and voluntary act of such party for the uses and purposes mentioned
in the instrument.  


Dated: ______________________


 ____________________

 ____________________

                   (Print name)
Notary public in and for the State of Washington,

                   residing at _______________________











My commission expires: ___________________________




 

STATE OF )

) ss.

COUNTY OF )


On this _______ day of _________________, 200__, before me, the undersigned, a Notary Public in and for
the State of ___________, duly commissioned and sworn as such, personally appeared
__________________________________, to me known to be the _______________ of Microvision, Inc., the
corporation that executed the within and foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that he/she
was authorized to execute said instrument, and that the seal affixed is the corporate seal of said corporation.


WITNESS my hand and official seal the day and year in this certificate first above written.

 ___________________________

Printed Name: __________________________
NOTARY PUBLIC in and for the State of ________________,

                                   residing at _______________________











My commission expires: ___________________________

















APPENDIX A


PLAN OF THE PREMISES


 

(attach floor plan depicting the Premises)


 

 

 

 

 

 

 

 

 

 

 

 

 

 

















APPENDIX A-2

EMERGENCY GENERATOR LOCATION



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

















APPENDIX B


RULES AND REGULATIONS


 

1.Tenant shall not place anything, or allow anything to be placed near the glass of any
window, door, partition or wall which may, in Landlord's judgment, appear unsightly from outside of the Project.


2.The Project directory shall be available to Tenant solely to display names and their
location in the Project, which display shall be as directed by Landlord. 


3.The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be
obstructed by Tenant or used by Tenant for any purposes other than for ingress to and egress from the Premises.
Tenant shall lend its full cooperation to keep such areas free from all obstruction and in a clean and sightly condition and
shall move all supplies, furniture and equipment as soon as received directly to the Premises and move all such items
and waste being taken from the Premises (other than waste customarily removed by employees of the Building) directly
to the shipping platform at or about the time arranged for removal therefrom.  The halls, passages, exits, entrances,
elevators, stairways, balconies and roof are not for the use of the general public and Landlord shall, in all cases, retain
the right to control and prevent access thereto by all persons whose presence in the judgment of Landlord, reasonably
exercised, shall be prejudicial to the safety, character, reputation and interests of the Project.  Neither Tenant nor any
employee or invitee of Tenant shall go upon the roof of the Project.


4.The toilet rooms, urinals, wash bowls and other apparatuses shall not be used for any
purposes other than that for which they were constructed, and no foreign substance of any kind whatsoever shall be
thrown therein, and to the extent caused by Tenant or its employees or invitees, the expense of any breakage or
damage resulting from the violation of this rule shall be borne by Tenant. 


5.Tenant shall not cause any unnecessary janitorial labor or services by reason of
Tenant's carelessness or indifference in the preservation of good order and cleanliness. 


6.Except as provided in the Initial Improvements approved by Landlord, Tenant shall
not install or operate any refrigerating (other than refrigerators designed for home use to be used for employee meals,
snacks, etc., or otherwise in connection with Tenant's permitted use of the Premises), heating or air conditioning
apparatus, or carry on any mechanical business without the prior written consent of Landlord; or use the Premises for
housing, lodging or sleeping purposes.


7.Tenant shall not use any method of heating or air conditioning other than that
supplied by Landlord or contemplated by the Initial Improvements.   


8.Landlord shall have sole power to direct electricians as to where and how telephone
and other wires are to be introduced.  No boring or cutting for wires is to be allowed without the consent of Landlord.
The location of telephones, call boxes and other office equipment affixed to the Premises shall be subject to the
approval of Landlord.


9.No additional locks shall be placed upon any doors, windows or transoms in or to the
Premises except Tenant installed security systems as approved by Landlord.  Tenant shall not change existing locks or
the mechanism thereof without providing keys or key cards for use by Landlord for approved access.  Upon termination
of the lease, Tenant shall deliver to Landlord all keys and passes for offices, rooms, parking lot and toilet rooms which
shall have been furnished Tenant.


In the event of the loss of keys so furnished, Tenant shall pay Landlord therefor.
Tenant shall not make, or cause to be made, any such keys and shall order all such keys solely from Landlord and shall
pay Landlord for any keys in addition to the two sets of keys originally furnished by Landlord for each lock.


10.Subject to approved Tenant Improvement plans, Tenant shall not install linoleum,
tile, carpet or other floor covering so that the same shall be affixed to the floor of the Premises in any manner except as
approved by Landlord.  


11.In Buildings where Tenant is not the sole tenant, no furniture, packages, supplies,
equipment or merchandise will be received in the Project or carried up or down in the freight elevator, except between
such hours and in such freight elevator as shall be designated by Landlord.  Tenant shall not take or permit to be taken
in or out of other entrances of the Buildings, or take or permit on other elevators, any item normally taken in or out
through the trucking concourse or service doors or in or on freight elevators.


12.Tenant shall cause all doors to the Premises to be closed and securely locked
before leaving the Project at the end of the day, and shall turn off all unnecessary utilities, lights and machines before
leaving the Project at the end of the day, to the extent reasonably required to avoid undue waste of electricity. 


13.Without the prior written consent of Landlord, Tenant shall not use the name of the
Project or any picture of the Project in connection with, or in promoting or advertising the business of, Tenant, except
Tenant may use the address of the Project as the address of its business.


14.Tenant shall cooperate fully with Landlord to assure the most effective operation of
the Premises' or the Project's heating and air conditioning, and shall refrain from attempting to adjust any controls, other
than controls for its Premises.  Tenant shall keep corridor doors closed. 


15.Tenant assumes full responsibility for protecting the Premises from theft, robbery,
and pilferage, which may arise from a cause other than negligence, which includes keeping doors locked and other
means of entry to the Premises closed and secured.   


16.Peddlers, solicitors and beggars shall be reported to the office of the Project or as
Landlord otherwise requests. 


17.Tenant shall not advertise the business, profession or activities of Tenant conducted
in the Project in any manner which violates the letter or spirit of any code of ethics adopted by any recognized
association or organization pertaining to such business, profession or activities.


18.No vehicle (other than bicycles stored in locations approved in advance by Landlord)
and no animals or pets shall be allowed in the Premises, halls, freight docks, or any other parts of the Buildings except
that impaired persons may be accompanied by assist animals.  Tenant shall not make or permit any noise, vibration or
odor to emanate from the Premises, or do anything therein tending to create, or maintain, a nuisance, or do any act
tending to injure the reputation of the Buildings.


19.Tenant acknowledges that Building security problems may occur which may require
the employment of extreme security measures in the day-to-day operation of the Project.


Accordingly:


(a)Landlord may, at any time, or from time to time, or for regularly scheduled time
periods, as deemed advisable by Landlord and/or its agents, in their sole discretion, require that persons entering or
leaving the Project or the Property identify themselves to watchmen or other employees designated by Landlord, by
registration, identification or otherwise. 


(b)Tenant agrees that it and its employees will cooperate fully with Project
employees in the implementation of any and all security procedures. 


(c)Such security measures shall be the sole responsibility of Landlord, and Tenant
shall have no liability for any action taken by Landlord in connection therewith, it being understood that Landlord is not
required to provide any security procedures and shall have no liability for such security procedures or the lack
thereof.


20.Tenant shall not do or permit the manufacture, sale, purchase or use of any
fermented, intoxicating or alcoholic beverages without obtaining written consent of Landlord.


21.Tenant shall not disturb the quiet enjoyment of any other tenant.


22.Tenant shall not provide any janitorial services or cleaning without Landlord's written
consent and then only subject to supervision of Landlord and at Tenant's sole responsibility and by janitor or cleaning
contractor or employees at all times satisfactory to Landlord.


23.Intentionally Omitted.


24.No equipment, mechanical ventilators, awnings, special shades or other forms of
window covering shall be permitted either inside or outside the windows of the Premises without the prior written consent
of Landlord, and then only at the expense and risk of Tenant, and they shall be of such shape, color, material, quality,
design and make as may be approved by Landlord.


25.Tenant shall not during the term of this Lease canvas or solicit other tenants of the
Buildings for any purpose.


26.Tenant shall not operate any electrical device from which emanates electrical waves
which interfere with or impair radio or television broadcasting or reception from or in the Buildings or elsewhere, without
in each instance the prior written approval of Landlord.  In the event of any such interference, Tenant shall take
reasonable steps to eliminate the interference.  The use thereof, if permitted, shall be subject to reasonable control by
Landlord to the end that others shall not be disturbed.

 

27.Tenant shall promptly remove all rubbish and waste from the Premises.


28.Tenant shall not exhibit, sell or offer for sale, Rent or exchange in the Premises or at
the Project any article, thing or service, except those ordinarily embraced within the use of the Premises specified in
Section 6 of this Lease, without the prior written consent of Landlord.


29.Intentionally Omitted.


30.Tenant shall not overload any floors in the Premises or any public corridors or
elevators in the Buildings. 


31.Tenant shall not do any painting or mark, paint, cut or drill into, drive nails or screws
into any portion of the Buildings outside of the Premises, or in any way deface any part of the Premises or the Buildings,
outside or inside, without the prior written consent of Landlord.

 

32.Whenever Landlord's consent, approval or satisfaction is required under these
Rules, then unless otherwise stated, any such consent, approval or satisfaction must be obtained in advance, such
consent or approval may be granted or withheld in Landlord's sole discretion, and Landlord's satisfaction shall be
determined in its sole judgment.


33.Tenant and its employees shall cooperate in all fire drills conducted by Landlord in
the Buildings.

















APPENDIX C


TENANT IMPROVEMENT AGREEMENT


Tenant shall improve the Premises in accordance with plans and specifications approved by
Landlord (the "Plans"), which approval shall not be unreasonably withheld (such improvements are
referred to herein as the "Initial Improvements").  Tenant shall perform the Initial Improvements at
its own cost, subject to the Landlord's Contribution (hereinafter defined) and the Additional Landlord's Contribution
(hereinafter defined).  Tenant shall cause the Plans to be prepared, at Landlord's cost, by a registered professional
architect, and mechanical and electrical engineer(s).  Such engineer(s) shall be approved in advance by Landlord.  Prior
to the close of business on July 14, 2005, Tenant shall deliver to Landlord for its approval, which approval will not be
unreasonably withheld, conditioned or delayed, Design Development Drawings incorporating Tenant's initial plans for
improvements to the Premises.  Landlord shall within seven (7) business days after receipt either provide comments to
such Plans or approve the same.  Landlord shall be deemed to have approved such Plans if it does not timely provide
comments on such Plans.  If Landlord provides Tenant with comments to the initial draft of the Plans, Tenant shall
provide revised Plans to Landlord incorporating Landlord's comments within five (5) business days after receipt of
Landlord's comments.  Landlord shall within five (5) business days after receipt then either provide comments to such
revised Plans or approve such Plans.  Landlord shall be deemed to have approved such revised Plans if Landlord does
not timely provide comments on such Plans.  The process described above shall be repeated, if necessary, until the
Plans have been finally approved by Landlord.  The Initial Improvements shall be performed by Unimark Construction,
BN Builders, or any other contractor reasonably acceptable to Landlord (the "Contractor").  Tenant
hereby agrees that the Plans for the Initial Improvements shall comply with all applicable Governmental Requirements.
Landlord's approval of any of the Plans (or any modifications or changes thereto) shall not impose upon Landlord or its
agents or representatives any obligation with respect to the design of the Initial Improvements or the compliance of such
Initial Improvements or the Plans with applicable Governmental Requirements.


As a condition of the Lease, Landlord has reviewed and approved the attached Design
Development Drawings June 7, 2005, as prepared by JPC Architects, subject to review and approval of Mechanical and
Electrical Drawings and engineering specifications.


All Initial Improvements shall be insured under a construction property insurance policy,
insuring the replacement value from time to time of the Initial Improvements.  All Initial Improvements shall be
constructed in a good and workmanlike manner, and only good grades of material shall be used.  All Initial
Improvements shall be performed in such a fashion and by such means as necessary to maintain a professional work
environment in the areas surrounding the space to be improved.  Tenant shall only use labor that will work in peace and
harmony with other contractors and workers serving the Building in constructing the Initial Improvements.  Tenant shall
avoid actions which interfere with or delay the activities of other contractors serving the Building and other tenants.  All
Initial Improvements shall be performed in compliance with Landlord's "Policies, Rules and Regulations for
Construction Projects".  Tenant shall permit Landlord to observe and monitor all Initial Improvements.


2.CHANGE ORDERS.  If Tenant shall require improvements ("Change
Orders") to the Premises in addition to or substitution for the Initial Improvements, Tenant shall deliver to
Landlord for its approval, which approval will not be unreasonably withheld, conditioned or delayed, plans and
specifications for such Change Orders.  Landlord shall within three (3) business days after receipt of such initial draft of
plans and specifications for the Change Orders (the "Change Order Plans") either provide
comments to such Change Order Plans or approve the same, and Landlord's failure to respond within three (3) business
days after receipt of such initial draft shall be deemed approval.  If Landlord provides Tenant with comments to the initial
draft of the Change Order Plans, Tenant shall provide revised Change Order Plans to Landlord incorporating Landlord's
comments within three (3) business days after receipt of Landlord's comments.  Landlord shall then either provide
comments to such revised Change Order Plans or approve such Change Order Plans, and Landlord's failure to respond
within three (3) business days after receipt of such revised Change Order Plans shall be deemed approval.  The process
described in the previous sentence shall be repeated, if necessary, until the Change Order Plans have been finally
approved by Landlord.  Tenant shall pay for all preparations and revisions of the Change Order Plans and the
construction of all Change Orders.


3.LANDLORD'S CONTRIBUTION. Landlord shall contribute an amount not to exceed
$26.50 per rentable square foot of Premises area, or $1,774,519.50 (the "Landlord's Contribution")
to be applied toward the following "Eligible Expenses": (i) costs incurred by Tenant for construction of the
Initial Improvements and any Change Orders,(ii) project management / telecom / relocation fees or expenses, (iii)
data/telephone cabling and wireless systems, (iv) security equipment (access control, alarm and close circuit TV) and
cabling, (v) Tenant's permitted interior or exterior signage and (vi) auxiliary equipment such as supplemental HVAC.  In
addition, Landlord shall contribute $1.50 per rentable square foot, or $100,444.50, toward the costs incurred by Tenant
for design development and construction drawings for the Initial Improvements. In the event that the total cost of
Tenant's design development and construction drawing shall be less than $100,444.50, then the balance of such
amount may be applied by Tenant towards any Eligible Expense outlined in this Paragraph 3 above. Landlord has no
obligation to pay for costs of the Initial Improvements or Change Orders in excess of Landlord's Contribution, except as
provided in Section 4, below.  


Upon written request of Tenant (not more frequently than twice each month), Landlord shall pay
all or any portion of the Landlord's Contribution to Tenant, as soon as practicable but in any event within thirty (30) days
after receipt of (a) invoices, (b) confirmation in writing (which may be by e-mail) from Tenant that the invoices are correct
and should be paid, (c) evidence reasonably satisfactory to Landlord that the work covered by such invoices has been
completed in a satisfactory manner, (d) all necessary lien waivers and sworn affidavits, (e) marked reproducible copies
of the originally approved Plans showing all substantial changes made in constructing the Initial Improvements during
such period from the Plans as originally approved, (f) all close-out documentation set forth in Landlord's "Policies,
Rules and Procedures for Construction Projects" in effect at the execution of the Lease, and (g) such other
documentation as Landlord may reasonably require under the circumstances.  Tenant shall deliver reproducible as-built
Plans to Landlord at the conclusion of Initial Improvements.   


4.ADDITIONAL LANDLORD'S CONTRIBUTION.  In addition to the Landlord's
Contribution provided for in Section 3, above, Tenant may, by giving Landlord written notice no later than the
Commencement Date, elect to have Landlord pay up to $8.00 per rentable square foot, or $535,704.00 (the
"Additional Landlord's Contribution") toward Tenant's costs incurred toward any Eligible Expense
outlined above and/or towards the cost of exterior painting or installation of a covered walkway between the Buildings,
as described in Section 7 below.  

 

The Additional Landlord's Contribution will be separated into two (2) tiers of  expense categories, as outlined
below:

 

Additional Landlord's Contribution - Tier 1

 

Up to $5.00 per RSF ($334,815), which may be used to fund any Eligible Expense outlined above and/or to
supplement the covered walkway allowance set forth in Section 7, below.

 

Additional Landlord's Contribution - Tier 2

 

Up to $3.00 per RSF ($200,889), which may only be used to fund additional HVAC capacity to support
laboratory/manufacturing use.


In the event Tenant elects to receive all or a portion of the Additional Landlord's Contribution as
set forth herein, the Additional Landlord's Contribution, together with interest at nine percent (9%) per annum, shall be
amortized over the primary Term of the Lease and paid by Tenant as additional Base Rent; provided, however, that
Tenant may pay to Landlord the entire principal balance of the Additional Landlord's Contribution at any time without
penalty. In the event this Lease should be terminated for any reason prior to its scheduled expiration date, the entire
unpaid principal balance of the Additional Landlord's Contribution, together with any unpaid interest, shall immediately
be due and payable on such earlier termination date. The Additional Landlord's Contribution shall be paid by Landlord
with, and in the manner applicable to Landlord's Contribution, as provided in the second subparagraph of Section 3,
above.  


5.  ACCESS BY TENANT PRIOR TO COMMENCEMENT OF TERM.  Landlord shall
deliver possession of the Premises to Tenant no later than three (3) days following the date of mutual execution hereof,
and Tenant and its agents and construction contractor shall be permitted to enter the Premises from and after such date,
at no cost to Tenant (unless Tenant begins to operate its business from the Premises prior to the Commencement Date
in which event the terms of Section 3B of the Lease shall apply), to perform the Initial Improvements and prepare the
Premises for Tenant's use and occupancy, including testing and installation of Tenant's equipment.  Any such
permission shall constitute a license only, conditioned upon Tenant's:


(a) working in harmony with Landlord and Landlord's agents, contractors, workmen,
mechanics and suppliers and with other tenants and occupants of the Building;


(b) obtaining in advance Landlord's approval of the contractors proposed to be used by
Tenant and depositing with Landlord in advance of any work the Contractor's affidavit for the proposed work and as
necessary, from time to time, waivers of lien from the Contractor and all subcontractors and suppliers of material;
and


(c) furnishing Landlord with the insurance required of Tenant and its contractors
pursuant to Section 8 of the Lease, and causing all other parties entering the Project to perform the Initial Improvements
to provide Landlord with the same types, and amounts, of coverages required of Tenant and its contractors in Section 8
of the Lease.


Landlord shall not be liable in any way for any injury, loss or damage which may occur to
any of Tenant's property or installations in the Premises prior to the Commencement Date.  Tenant shall protect, defend,
indemnify and save harmless Landlord from all liabilities, costs, damages, fees and expenses arising out of the activities
of Tenant or its agents, the Contractor, other contractors, suppliers or workmen in the Premises or the Building.  Any
entry and occupation permitted under this Appendix C shall be governed by Section 5 and all other terms of the Lease.



6.MOVING ALLOWANCE.  Landlord agrees to reimburse the actual, out-of-pocket
moving expenses incurred by Tenant, in an amount not to exceed $2.50 per rentable square foot of Premises area, or
$167,407.50 (the "Moving Allowance").  The Moving Allowance shall be eligible to cover the
following costs: the relocation, wiring and installation of telecommunications equipment and server equipment; the
relocation and installation of office furniture; installation of data and telephone cabling; and the reasonable expenses
associated with change of address notification and new stationary (Tenant's "Moving Expenses").
All invoices and documentation reasonably evidencing such Moving Expenses shall be submitted to Landlord no later
than sixty (60) days following the Commencement Date, and Landlord shall reimburse such amounts from the Moving
Allowance within the later of thirty (30) days of receipt of such invoices and documentation or the Commencement Date.



In the event that the total of Tenant's Moving Expenses shall be less than $167,407.50, then
the balance of the Moving Allowance may be applied by Tenant towards any Eligible Expense outlined in Paragraph 3
above. 


7.EXTERIOR IMPROVEMENTS.  Subject to applicable City of Redmond and other
Governmental Requirements and the parties' mutual agreement as to the location, and design, and plans and
specifications therefor, Landlord shall construct a covered walkway between the Buildings, and further shall repaint the
covered entrance awnings to the Buildings in a color mutually acceptable to Landlord and Tenant (the
"Exterior Improvements").  Landlord shall complete construction of such Exterior Improvements no
later than thirty (30) days prior to the Commencement Date.   Notwithstanding the foregoing, Landlord's total costs,
including architectural and permitting fees, for the Exterior Improvements shall not exceed Twenty-five Thousand Dollars
($25,000.00), and in the event the actual costs for such improvements exceed $25,000.00, the difference shall be paid
by Tenant to Landlord as Additional Rent no later than thirty (30) days following the later of the Lease Commencement
Date or Tenant's receipt of Landlord's billing therefor. 


8.DELAY OF COMMENCEMENT DATE.  The Commencement Date shall be
delayed by one (1) day for each day of delay in substantial completion of the Initial Improvements that is caused by a
Landlord Delay.  The term "Landlord Delay" shall mean any delay in substantial completion of the Initial
Improvements to the extent caused by Landlord's negligence, willful misconduct, or breach of its obligations under
Section 9(c) of this Appendix C, or any other interruption in water or electrical service to the Premises, provided that any
such other interruption was not scheduled or caused by Tenant, its agents, employees or contractors during the course
of construction..  Landlord shall further use commercially reasonable efforts to avoid scheduling any non-emergency
alterations or repairs to the Building or Project that would materially interfere with Tenant's construction activities.  No
Landlord Delay shall be deemed to have occurred until and unless Tenant has provided written notice to Landlord
specifying the action or inaction that Tenant contends constitutes a Landlord Delay.  If any such action or inaction
properly identified is not cured prior to the expiration of the first business day following Landlord's receipt of such notice,
then notwithstanding the provisions of Section 13G and Section 21 of this Lease, a Landlord Delay shall be deemed to
have occurred commencing on the date such notice is received and continuing for the number of days substantial
completion was in fact delayed as a result of such action or inaction so identified. 


In addition, in the event that fire or other casualty causes delay in completion of the
Initial Improvements (including any delay associated with any restoration of the Building(s) undertaken by Landlord
pursuant to Section 9B of this Lease), and provided that such fire or other casualty was not caused by the negligence or
willful misconduct of Tenant, its agents, employees, or contractors, then the Commencement Date shall be delayed for
the number of days that substantial completion of the Initial Improvements was in fact delayed as a result of such fire or
other casualty; provided further, however, that no such delay due to fire or other casualty shall be deemed to have
commenced until the earlier of the date that (a) Tenant has provided written notice to Landlord of the occurrence
and nature thereof, or (b) Landlord shall otherwise have received actual notice of the occurrence of such fire or
other casualty.   Nothing contained herein shall be deemed to affect either party's right to terminate this Lease following
fire or casualty if and to the extent permitted in Section 9A of this Lease.  


9.MISCELLANEOUS.


(a)Terms used in this Appendix C shall have the meanings assigned to them in the Lease.
The terms of this Appendix C are subject to the terms of the Lease.


(b)Landlord shall receive no fee for supervision, profit, overhead or general conditions in
connection with the Initial Improvements.


(c)Neither Tenant nor the general contractor shall be charged for, and Landlord shall
provide, parking in areas reasonably designated by Landlord (to the extent parking is available) for Tenant's architects,
designers, contractors and subcontractors (including those people working on the Tenant Improvements), electricity,
water, toilet facilities, HVAC, and elevators during the construction and move in periods. All such equipment, areas,
elevators and utilities shall be made reasonably available to the Contractor and the subcontractors during such time;
provided, however, that Landlord shall not be liable to Tenant or its contractor(s) for, nor shall any Landlord Delay result
from, any interruption in water service or any power outages scheduled or caused by Tenant, its agents, employees or
contractors during the course of construction.    


 (d) Notwithstanding anything contained in the Lease to the contrary, Landlord shall pay
for all utilities to the Premises for the time period beginning on the date Landlord delivers possession of the Premises to
Tenant and ending on the earlier of (i) the Commencement Date, or (ii) the date Tenant begins to do business from the
Premises.

 

















APPENDIX D


MORTGAGES CURRENTLY AFFECTING THE PROJECT


[NONE]



















APPENDIX E


COMMENCEMENT DATE CONFIRMATION


 
Landlord:CarrAmerica Realty Operating Partnership, L.P., 

a Delaware limited partnership 

 






Tenant:Microvision, Inc., a Delaware corporation


This Commencement Date Confirmation is made by Landlord and Tenant pursuant to that
certain Lease dated as of _______________________, 2005 (the "Lease") for certain premises located
within Buildings B and C of Redmond Hilltop, Redmond, Washington (the "Premises").  This Confirmation is
made pursuant to Item 9 of the Schedule to the Lease.


1.Lease Commencement Date, Termination Date.  Landlord and Tenant
hereby agree that the Commencement Date of the Lease is _____________, 200___ and the Termination Date of the
Lease is _______________, _____.


2.Acceptance of Premises.  Tenant has inspected the Premises and affirms
that the Premises is acceptable in all respects in its current "as is" condition subject to the exceptions set
forth in Section 3A of the Lease.


3.Incorporation.  This Confirmation is incorporated into the Lease, and forms
an integral part thereof.  This Confirmation shall be construed and interpreted in accordance with the terms of the Lease
for all purposes.


TENANT:LANDLORD:


MICROVISION, INC.CARRAMERICA REALTY OPERATING 

a Delaware corporationPARTNERSHIP, L.P., a  Delaware limited partnership


By:

Print Name:By:  CARRAMERICA REALTY
CORPORATION, 

Title:       a Maryland corporation, its general
partner


 

By:

Print Name:

Print Title:
























APPENDIX F



LEGAL DESCRIPTION



















APPENDIX G



PREMISES CONDITION AND EQUIPMENT



 




	Common Areas - Restrooms, exit stairs, lobby stairs, elevators and building
lobby are in a finished condition and in accordance with codes applicable at the time of construction.





	Drinking fountains are located at the core of each building.





	Electrical, telephone and janitorial closets exist in each building.





	The main electrical service at Building B and Building C is rated at 1200 amps.





	1.2 watts per square foot are available for lighting.





	2.4 watts are available for miscellaneous equipment load.





	The building mechanical system is designed with one Variable Air Volume (VAV) zone per 938 rentable
square feet.





	Building B and Building C each contain the following exhaust fans:  

	(1) - 2,400 cfm restroom exhaust
	(1) -    300 cfm elevator machine room exhaust
	(1) -    200 cfm electrical room exhaust.






	Building B contains one ten (10) ton supplemental air conditioning unit available for Tenant's
use.





	Building C contains three five (5) ton supplemental air conditioning units and one seven (7) ton
supplemental air conditioning unit available for Tenant's use.





	The building mechanical system is designed to deliver one ton of air conditioning per 438 rentable square
feet.





	The building mechanical system was designed under the following parameters:

	Outdoor Winter:    17F, dry-bulb
	Outdoor Summer:  85F, dry-bulb
	Outdoor Summer:  67F, wet-bulb
	Indoor Temperature:  70F-heating, 75F- cooling






	Fire and life safety systems exist in accordance with building codes applicable at the time of
construction.





	Perimeter window blinds are provided in accordance with original building specifications.





















APPENDIX H



OPERATING EXPENSE BUDGET



(See Attached)

















NET RENT FORM

TABLE OF CONTENTS



Page

1.LEASE AGREEMENT*

2.RENT*
A.Types of Rent*


(1)Base Rent*

(2)Operating Cost Share Rent*

(3)Tax Share Rent*

(4)Additional Rent*

(5)Rent*
B.Payment of Operating Cost Share Rent and Tax Share Rent*


(1)Payment of Estimated Operating Cost Share Rent and Tax Share Rent*

(2)Correction of Operating Cost Share Rent*

(3)Correction of Tax Share Rent*

(4)Information*
C.Definitions*


(1)Included Operating Costs*

(2)Excluded Operating Costs*

(3)Taxes*

(4)Lease Year*

(5)Fiscal Year*
D.Computation of Base Rent and Rent Adjustments*


(1)Prorations*

(2)Default Interest*

(3)Rent Adjustments*

(4)Books and Records*

(5)Miscellaneous*
E.Arbitration of Tenant Disputes re Operating Cost Share Rent or Tax Share Rent*


(1)Notice of Demand*

(2)Response*

(3)Qualified Arbitrator*

(4)Appointment of Third Arbitrator*

(5)Arbitration Hearing, Discovery, Venue*

(6)Decision*

3.PREPARATION AND CONDITION OF PREMISES; POSSESSION AND SURRENDER OF
PREMISES*
A.Condition of Premises*

B.Tenant's Possession*

C.Maintenance*

D.Delay in Delivery*


4.PROJECT SERVICES*
A.Heating and Air Conditioning*

B.Elevators*

C.Electricity*

D.Water*

E.Janitorial Service*

F.Interruption of Services*


5.ALTERATIONS AND REPAIRS*
A.Landlord's Consent and Conditions*

B.Damage to Systems*

C.No Liens*

D.Ownership of Improvements*

E.Removal at Termination*

F.Satellite Dish Equipment*


6.USE OF PREMISES*

7.GOVERNMENTAL REQUIREMENTS AND BUILDING RULES*

8.WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE*
A.Indemnification*

B.Tenant's Insurance*

C.Insurance Certificates*

D.Landlord's Insurance*

E.Waiver of Subrogation*


9.FIRE AND OTHER CASUALTY*
A.Termination*

B.Restoration*


10.EMINENT DOMAIN*

11.RIGHTS RESERVED TO LANDLORD*
A.Name*

B.Signs*

C.Window Treatments*

D.Keys*

E.Access*

F.Preparation for Reoccupancy*

G.Heavy Articles*

H.Show Premises*

I.Intentionally Omitted*

J.Use of Lockbox*

K.Repairs and Alterations*

L.Landlord's Agents*

M.Building Services*

N.Other Actions*


12.TENANT'S DEFAULT*
A.Rent Default*

B.Assignment/Sublease or Hazardous Substances Default*

C.Other Performance Default*

D.Credit Default*

E.Vacation or Abandonment Default*


13.REMEDIES*
A.Termination of Lease or Possession*

B.Lease Termination Damages*

C.Possession Termination Damages*

D.Remedies Cumulative*

E.WAIVER OF TRIAL BY JURY*

F.Litigation Costs*

G.Default by Landlord*


14.SURRENDER*

15.HOLDOVER*

16.SUBORDINATION TO GROUND LEASES AND MORTGAGES*
A.Subordination*

B.  Termination of Ground Lease or Foreclosure of Mortgage*

C.Security Deposit*

D.Notice and Right to Cure*

E.Definitions*


17.ASSIGNMENT AND SUBLEASE*
A.In General*

B.Landlord's Consent*

C.Procedure*

.Tenant Affiliate or Successor by Merger*


18.CONVEYANCE BY LANDLORD*

19.ESTOPPEL CERTIFICATE*

20.SECURITY DEPOSIT*

21.FORCE MAJEURE*

22.TENANT'S PERSONAL PROPERTY AND FIXTURES*

23.NOTICES*
A.Landlord*

B.Tenant*


24.QUIET POSSESSION*

25.REAL ESTATE BROKER*

26.MISCELLANEOUS*
A.Successors and Assigns*

B.Date Payments Are Due*


   C.  Meaning of "Landlord", "Re-Entry, "including" and "Affiliat*
D.Time of the Essence*

E.No Option*

F.Severability*

G.Governing Law*

H.Intentionally Omitted*

I.No Oral Modification*

J.Landlord's Right to Cure*

K.Captions*

L.Authority*

M.Landlord's Enforcement of Remedies*

N.Entire Agreement*

O.Landlord's Title*

P.Light and Air Rights*

Q.Singular and Plural*

R.No Recording by Tenant*

S.Exclusivity*

T.No Construction Against Drafting Party*

U.Survival*

V.Rent Not Based on Income*

W.Building Manager and Service Providers*

X.Late Charge and Interest on Late Payments*

Y.Landlord's Representations and Warranties*

Z.Parking*


27.UNRELATED BUSINESS INCOME*

28.HAZARDOUS SUBSTANCES*

29.EXCULPATION*

30.RIGHT OF FIRST OFFER*

31.TENANT'S CONFIDENTIAL BUSINESS INFORMATION*
A.Preservation of Confidentiality*

B.Equitable Remedies*



 

 

APPENDIX A - PLAN OF THE PREMISES

APPENDIX A-2 - EMERGENCY GENERATOR LOCATION

APPENDIX B - RULES AND REGULATIONS

APPENDIX C - TENANT IMPROVEMENT AGREEMENT

APPENDIX D - MORTGAGES CURRENTLY AFFECTING THE PROJECT

APPENDIX E - COMMENCEMENT DATE CONFIRMATION

APPENDIX F - LEGAL DESCRIPTION

APPENDIX G - PREMISES CONDITION AND EQUIPMENT

APPENDIX H - OPERATING EXPENSE BUDGET

ADDENDUM 1 - EXTENSION OPTION


















ADDENDUM 1

EXTENSION OPTION



Subject to Subsection B below, Tenant may at its option extend the Term of this Lease for one period of
five (5) years from the expiration of the Termination Date.  Such period is called a "Renewal Term."
The Renewal Term shall be upon the same terms contained in this Lease, except for the payment of Base Rent during
the Renewal Term; and any reference in the Lease to the "Term" of the Lease shall be deemed to include the
Renewal Term and apply thereto, unless it is expressly provided otherwise.  Tenant shall have no additional extension
options.


A.The Base Rent during the Renewal Term shall be ninety-five percent (95%) the Market Rate (defined
hereinafter) for such space for a term commencing on the first day of the Renewal Term.  "Market
Rate" shall mean the then prevailing market rate for a comparable term commencing on the first day of the
Renewal Term for  comparable space in the Buildings and comparable space in comparable buildings in the Redmond
area marketplace.  In determining "Market Rate", the parties shall take into consideration all essential
economic terms, including Base Rent, rent concessions and any allowances then being offered by landlords and
accepted by tenants (including, but not limited to, initial month rent abatements, allowances for tenant improvements,
relocation, or data cabling) for comparable space in comparable buildings in the Redmond marketplace.


B.To exercise any option, Tenant must deliver a binding notice to Landlord not less than nine (9) months
prior to the expiration of the initial Term of this Lease.  Thereafter, the Market Rate for the Renewal Term shall be
calculated pursuant to Subsection C below and Landlord shall inform Tenant of the Market Rate.  Such calculations shall
be final and shall not be recalculated at the actual commencement of such Renewal Term.  If Tenant fails to timely give
its notice of exercise, Tenant will be deemed to have waived its option to extend.


 C.Market Rate shall be determined as follows:

 (i)If Tenant provides Landlord with its notice of exercise pursuant to Subsection B above, then at some
point between ten (10) and eight (8) months prior to the commencement of the Renewal Term, Landlord shall calculate
and inform Tenant of the Market Rate.  If Tenant rejects the Market Rate as calculated by Landlord, Tenant shall inform
Landlord of its rejection within ten (10) business days after Tenant's receipt of Landlord's calculation, and within such
notice, either (a) notify Landlord that it is terminating its exercise of the Extension Option, or (b) notify Landlord of its
desire to commence negotiations to agree upon the Market Rate.  If Tenant fails to timely reject Landlord's calculation of
the Market Rate it will be deemed to have accepted such calculation.  If Landlord and Tenant are unable to reach
agreement within twenty-one (21) days after Landlord's receipt of Tenant's notice of rejection, then the Market Rate shall
be determined in accordance with (ii) below.


 (ii)If Landlord and Tenant are unable to reach agreement on the Market Rate within said twenty-one (21)
day period, then within seven (7) business days, Landlord and Tenant shall each simultaneously submit to the other in a
sealed envelope its good faith estimate of the Market Rate.  If the higher of such estimates is not more than one hundred
five percent (105%) of the lower, then the Market Rate shall be the average of the two.  Otherwise, the dispute shall be
resolved by arbitration in accordance with (iii) and (iv) below.


 (iii)Within seven (7) business days after the exchange of estimates, the parties shall select as an arbitrator
an independent MAI appraiser with at least five (5) years of experience in appraising office space in the metropolitan
area in which the Project is located (a "Qualified Appraiser").  If the parties cannot agree on a
Qualified Appraiser, then within a second period of seven (7) business days, each shall select a Qualified Appraiser and
within ten (10) business days thereafter the two appointed Qualified Appraisers shall select a third Qualified Appraiser
and the third Qualified Appraiser shall be the sole arbitrator.  If one party shall fail to select a Qualified Appraiser within
the second seven (7) business day period, then the Qualified Appraiser chosen by the other party shall be the sole
arbitrator.


(iv)Within twenty-one (21) days after submission of the matter to the arbitrator, the arbitrator shall
determine the Market Rate by choosing whichever of the estimates submitted by Landlord and Tenant the arbitrator
judges to be more accurate.  The arbitrator shall notify Landlord and Tenant of its decision, which shall be final and
binding.  If the arbitrator believes that expert advice would materially assist him, the arbitrator may retain one or more
qualified persons to provide expert advice.  The fees of the arbitrator and the expenses of the arbitration proceeding,
including the fees of any expert witnesses retained by the arbitrator, shall be paid by the party whose estimate is not
selected.  Each party shall pay the fees of its respective counsel and the fees of any witness called by that party.




D.Tenant's option to extend this Lease is subject to the conditions that:  (i) on the date that Tenant delivers
its notice exercising an option to extend, Tenant is not in default under this Lease after the expiration of any applicable
notice and cure periods, and (ii) Tenant shall not have assigned the Lease, or sublet more than fifty percent (50%) any
portion of the Premises under a sublease which is effective at any time during the final twelve (12) months of the initial
Term; provided that the assignment and sublease limitations do not apply to the following assignees or sublessee: (a) a
subsidiary, affiliate, parent or other entity which controls, is controlled by, or is under common control with, Tenant; (b) a
successor entity related to Tenant by merger, consolidation, non-bankruptcy reorganization, or government action; (c) a
purchaser of substantially all of Tenant's assets in the Premises; or (d) a joint venture in which Tenant is a general
partner.