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                                333 ELLIOTT WEST

                             OFFICE LEASE AGREEMENT

                                     BETWEEN

                     SELIG REAL ESTATE HOLDINGS XXV, L.L.C.

                                       AND

                                F5 NETWORKS, INC.

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1.   BASIC LEASE TERMS.

     Section 1 represents a summary of the basic terms of this Office Space
     Lease for 333 Elliott West.

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<S>                                     <C>
A.   EFFECTIVE DATE:                    October 31, 2006

B.   TENANT:                            F5 Networks, Inc.

     ADDRESS OF LEASED PREMISES:        333 Elliott Avenue West
                                        Seattle, WA 98119

     ADDRESS FOR BILLING AND NOTICES:   401 Elliott Avenue West
                                        Seattle, WA 98119
                                        Phone: (206) 272-5555
                                        Fax: (206) 272-5556
                                        Attn: John Rodriguez, Chief Accounting Officer

                                        or such other place as
                                        Tenant may from time to time
                                        designate by notice to Landlord.

C.   LANDLORD:                          Selig Real Estate Holdings XXV, L.L.C.

     ADDRESS FOR NOTICES:               1000 Second Avenue
                                        Suite 1800
                                        Seattle, WA 98104-1046
                                        Phone: (206) 467-7600
                                        Fax: (206) 386-5296
                                        Attn: Martin Selig

                                        or such other place as
                                        Landlord may from time to time designate by
                                        notice to Tenant

D.   PREMISES AREA:                     137,201 rentable square feet (RSF) consisting
                                        of the following:

                                        26,712 RSF on floor 1
                                        28,141 RSF on floor 2
                                        29,190 RSF on floor 3
                                        26,965 RSF on floor 4
                                        26,193 RSF on floor 5

E.   BUILDING AREA:                     137,201 RSF

F.   TENANT'S PERCENTAGE OF BUILDING:   100%
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<S>                                     <C>
G.   TERM OF LEASE:                     This Lease shall commence on the "Lease
                                        Commencement Date," which date shall be the
                                        last to occur of (i) ninety (90) days after
                                        the Delivery Date or (ii) the date of
                                        Substantial Completion (as both terms are
                                        hereinafter defined), and shall expire on the
                                        last day of the one hundredth and twentieth
                                        (120th) full calendar month after the Lease
                                        Commencement Date (the "Expiration Date").

H.   BASE MONTHLY RENT:                 $285,835.42 (based on $25.00/RSF/yr.)

I.   PARKING:                           Initial Monthly Charge of $125.00 per month
                                        for each parking permit for a parking stall in
                                        the garage located beneath the Building (the
                                        "Building Garage") and $100.00 per month for
                                        each parking permit for a parking stall
                                        located outside of the Building Garage.

                                        Number of parking permits allocated to Tenant:
                                        Approximately 160 permits, but not less than
                                        123 for the stalls located in the Building
                                        Garage, approximately 30 permits but not less
                                        than 23 for the stalls located in the surface
                                        parking lots on the Property and 100 for the
                                        stalls located outside of the Property but
                                        within two and one-half blocks of the
                                        Building.

                                        Tenant shall be entitled to "stack" cars in
                                        the building garage by purchasing additional
                                        parking permits. In the event Landlord sells
                                        the building Landlord will have no obligation
                                        to provide off-site parking to Tenant.

J.   RENT ADJUSTMENTS:                  Base Monthly Rent is the product of the annual
                                        rate of $25.00 per RSF times the RSF Tenant
                                        leases from Landlord divided by twelve. The
                                        annual rental rate shall increase $1.00 per
                                        RSF at each anniversary of Lease Commencement
                                        Date.

                                        Months        Annual Rental Rent
                                        --------   ------------------------
                                        1-12       $25.00 per RSF per annum
                                        13-24      $26.00 per RSF per annum
                                        25-36      $27.00 per RSF per annum
                                        37-48      $28.00 per RSF per annum
                                        49-60      $29.00 per RSF per annum
                                        61-72      $30.00 per RSF per annum
                                        73-84      $31.00 per RSF per annum
                                        85-96      $32.00 per RSF per annum
                                        97 -108    $33.00 per RSF per annum
                                        109 -120   $34.00 per RSF per annum
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<TABLE>
<S>                                     <C>
K.   ADDITIONAL RENT - ESTIMATED        N/A
     INITIAL TENANT'S SHARE OF
     EXPENSES:

L.   DEPOSIT:                           N/A

M.   NON-REFUNDABLE CLEANING FEE:       N/A

N.   PREPAID RENT:                      12th, 24th, 48th and 72nd months as provided
                                        in Section 5(b).

O.   TENANT'S USE OF PREMISES:          Any lawful commercial purpose.

P.   BROKERS:                           Douglas Hanafin, Washington Partners, Inc.
     TO BE PAID BY:                     Landlord

Q.   GUARANTOR:                         N/A

R.   EXHIBITS:                          Exhibit A - Premises / Floor Plans
                                        Exhibit B - The Building
                                        Exhibit C - Tenant Work Letter
                                        Exhibit D - Building Shell and
                                                    Core Specifications
                                        Exhibit E - Plans and Specifications
</TABLE>

2.   PREMISES.

     (A)  PREMISES. Landlord does hereby lease to Tenant, upon the terms and
          conditions set forth herein, the premises described in Section 1(d)
          and shown on Exhibit A attached hereto (the "Premises"), within the
          Building described in Section 1(e) and in Section 4(a) below and
          depicted on Exhibit B hereto (the "Building"), which Building shall be
          located at 333 Elliott Avenue West, Seattle, Washington 98119 on the
          real property described as follows (the "Property"):

               Lots 1, 2, 3, 4, 5, and 6 in Block 160 of Seattle Tide Lands,
               according to the official maps on file in the office of the
               Commission of public lands in Olympia, Washington.

               Except any portion thereof lying within the railroad right of
               way.

          Upon completion of the Tenant Improvements to the Premises, Landlord
          shall cause the rentable square footage of the Premises to be measured
          by Landlord's architect using the BOMA American National Standard
          Institute Publication, ANSI Z65.1-1996 Standards (the "Rentable Square
          Footage"), to determine the Building Rentable Area, which measurement
          shall govern with respect to the Premises Area of Section 1(d). Tenant
          shall have the right to have a Washington-licensed surveyor approved
          by Landlord and jointly responsible to Landlord and Tenant verify the
          Premises Rentable Square Footage determined by Landlord's Architect,
          if it does so within twenty (20) days after receipt of the notice from
          Landlord's Architect. If based on such verification Tenant disagrees
          with the Rentable


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          Square Footage determined by Landlord's Architect it shall advise
          Landlord and its Architect of the deviation within ten (10) days
          thereafter or be deemed to have accepted Landlord's Architect's
          determination. If Tenant gives a timely notification of disagreement,
          then the parties shall jointly select a Washington-licensed surveyor
          or architect to review the calculations of Landlord's architect and
          the Tenant selected surveyor and make the determination of Premises
          Rentable Square Footage, which determination shall be final and
          binding on the parties.

     (B)  COMMON AREAS. As used in this Lease, "Common Areas" shall mean all
          portions of the Building and Property leased but not demised to
          specific tenants. During the term of this Lease, Tenant and its
          licensees, invitees, customers and employees shall have the exclusive
          right to use the Common Areas, including all parking areas, landscaped
          areas, entrances, lobbies, elevators, stairs, corridors, and public
          restrooms, and shall have exclusive control and management of the
          same.

3.   TERM.

     (A)  INITIAL TERM. The Lease Commencement Date shall occur on the latter of
          the ninetieth (90th) day after the Delivery Date or upon Substantial
          Completion, as both terms are hereinafter defined, and shall expire on
          the last day of the one hundred twentieth (120th) full calendar month
          after the Lease Commencement Date (the "Initial Term").

     (B)  EARLY POSSESSION. Commencing on the Effective Date, Tenant and
          Tenant's contractors shall have the non-exclusive right to possess the
          Premises seven days per week and twenty-four hours per day (the "Early
          Possession Period") for the purpose of the installation of Tenant's
          improvements, furniture, fixtures and equipment and completion of
          Tenant's Work (as defined in the Tenant Work Letter attached hereto as
          Exhibit C), and to perform such other activities in order to permit
          and facilitate Tenant's ability to fully occupy and conduct its
          business on all portions of the Premises as of the Lease Commencement
          Date. During the Early Possession Period, Tenant shall not be charged
          Base Monthly Rent, parking charges for stalls located in the Parking
          Garage or in surface parking lots on the Property, or operating
          expense charges. Tenant shall coordinate Tenant's Work move-in
          activities with the contractors working on the site so as not to
          impede Landlord's Work and the final completion of the Shell and Core
          Improvements, including punch list type activities. Tenant shall be
          responsible for the removal and disposal of Tenant's furniture and
          fixture vendor's cartons and trash.

     (C)  RENEWAL. Provided that Tenant is not then in material default under
          the terms of this Lease, Tenant shall have the option(s) to renew this
          Lease for two (2) additional terms of five (5) years each or, if
          Tenant so elects, for one (1) additional term of ten (10) years (the
          "Renewal Terms"). If Tenant elects to renew this Lease, Tenant shall
          notify Landlord in writing of its intent to exercise such renewal
          option(s) no later than twelve (12) months prior to the expiration of
          the then existing Lease term; in the event Tenant exercises its right
          to initially renew for one (1) additional five (5) year Renewal Term
          (rather than an additional term of ten (10) years), Tenant shall
          notify Landlord no later than twelve (12) months prior to the
          expiration of the first five (5) year Renewal Term if Tenant elects to
          renew for an additional five (5) year Renewal Term. All provisions of
          this Lease shall continue in full force and effect during any Renewal
          Term, except Base Monthly Rent for the Renewal Term shall be at the
          then fair market rate (as determined based on the following criteria)
          for comparable space in a comparable Seattle location taking into
          account and making appropriate modifications for concessions and
          costs, such as Tenant improvement allowances, free or


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          reduced rent periods, construction periods during which rent is not
          payable and the like, which would be incident to a new lease but that
          are avoided by Landlord by virtue of the extension of the term of this
          Lease. If Landlord and Tenant are unable to agree as to the fair
          market rent within sixty (60) days following Tenant's notice to
          Landlord of its intent to renew the Lease, fair market rent shall then
          be determined by appraisal as follows:

          Within ten (10) days after expiration of the sixty (60) day period,
          Landlord and Tenant shall give notice to each other stating the name
          and address of an impartial person to act as appraiser. Each party's
          appraiser shall be a licensed commercial real estate broker doing
          business in Seattle having not less than ten years of active
          experience as a commercial real estate broker in Seattle, or may be an
          MAI appraiser with commercial property experience in the Seattle area.
          The named appraisers shall, together, determine the fair market rent
          as of the commencement of the particular Renewal Term and according to
          the standards provided for above herein within thirty (30) days after
          their appointment. If the two appraisers shall fail to agree upon fair
          market rent within thirty (30) days of their appointments, and the
          difference in their conclusions about fair market rent is ten percent
          (10%) or less of the lower of the two determinations, then fair market
          rent shall be the average of the two determinations. If the two
          appraisers fail to agree on fair market rent and the difference
          between the two determinations exceeds ten percent (10%) of the lower
          of the two determinations, then the appraisers shall appoint a third
          appraiser similarly impartial and qualified to determine fair market
          rent. Such third expert shall determine the market rent within thirty
          (30) day of his/her appointment and the average of the determinations
          of the two closest experts shall be final, conclusive and binding on
          Landlord and Tenant. Landlord and Tenant shall then execute and
          deliver an amendment to this Lease confirming Base Monthly Rent to be
          applicable during the particular Renewal Term. Landlord and Tenant
          shall each pay the fees of any appraiser appointed by Landlord and
          Tenant respectively, and Landlord and Tenant shall each pay one-half
          of the fees of any third appraiser appointed pursuant to the
          provisions of this paragraph.

     (D)  EARLY TERMINATION. Without limiting any other provisions set forth
          herein, in the event Tenant vacates its offices in the 401 Elliott
          Avenue Building, Tenant shall have the one-time right and option to
          cancel and terminate this Lease effective as of the expiration of the
          fifth (5th) year of the Initial Term by giving Landlord no less than
          twelve (12) months prior written notice and paying to Landlord an
          Early Termination Fee calculated as follows: (i) the unamortized
          portion of the Tenant Allowance, (ii) the unamortized portion of
          Pre-Paid Rent for months 12, 24 and 48 of the Initial Term, paid on
          behalf of Landlord for a portion of the Leasing Fee, and (iii) the
          unamortized portion of the Rent that would have been payable by Tenant
          to Landlord on Space Pocket Areas (defined in Section 5(d) below), had
          no portion of the Premises been designated as a Space Pocket Areas
          pursuant to Section 5(d), all amortized on a straight-line basis with
          interest at 8% per annum over the Initial Term, such payment to be
          made to Landlord no later than one hundred twenty (120) days prior to
          the effective Lease termination date; provided, however, that the
          Early Termination Fee shall be reduced by the Base Monthly Rent
          otherwise due, and pre-paid, for the said 72nd month of the Initial
          Term.

4.   DESIGN, CONSTRUCTION AND COMPLETION.

     (A)  DESIGN. Landlord shall cause the Building to be designed, constructed
          and completed according to the design criteria, specifications and
          construction standards described on Exhibit D ("Building Shell and
          Core Outline Specifications"), the architectural, structural and
          mechanical plans referred to on Exhibit E (the "Plans", which plans
          are incorporated


                                       -5-

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          herein as if fully set forth) and the floor plans depicted on Exhibit
          A, each of which Exhibits is attached hereto and incorporated herein
          by this reference, together with the other terms and conditions of
          this Lease. Landlord shall provide Tenant true and correct copies of
          all plans and specifications, and all material modifications thereto
          as they occur.

     (B)  CONSTRUCTION. The contract(s) for construction of the Building shall
          impose schedules and deadlines on Landlord's contractor(s) so as to
          assure timely Substantial Completion and a timely Delivery Date.
          Whenever the construction schedule is revised, Landlord shall notify
          Tenant and promptly provide Tenant with a true and correct copy of the
          revised schedule.

     (C)  PROGRESS. Landlord shall instruct its architect to issue a certificate
          to Tenant at such times as the Building is at seventy-five percent
          (75%) and one hundred percent (100%) of Substantial Completion,
          stating that the completed work fully complies with (i) the plans
          approved by all necessary governmental agencies and (ii) Exhibits C
          and D attached hereto. To the extent that City of Seattle inspectors
          or inspectors for Landlord's construction lender also provide progress
          certifications, copies of the same shall be provided to Tenant
          promptly after being received by Landlord.

     (D)  DELIVERY AND COMPLETION. Landlord shall achieve Substantial Completion
          of the Building and the Premises in accordance with the permitted
          plans and specifications, and terms of the Exhibits hereto, by no
          later than January 31, 2008. For purposes of this Lease, "Substantial
          Completion" means issuance of the final City of Seattle shell and core
          Certificate of Occupancy for the Building and with respect to each
          floor of the Building and the parking garage. For purposes of this
          Lease, "Delivery Date" shall mean the date on which:

          (1)  The Building is fully enclosed and water tight, including the
               roof and permanent exterior walls and windows;

          (2)  Power and lighting and electrical service are available as
               described in Exhibit D to the Lease for distribution by Tenant;
               and

          (3)  There shall be evidence reasonably satisfactory to Tenant that:

               (i)  The balance of the Landlord Work can be completed prior to
                    Lease Commencement; and

               (ii) The Tenant's contractor is able to proceed efficiently with
                    the Tenant Work, subject to a requirement of reasonable
                    coordination and cooperation with the Landlord's shell and
                    core contractor.

     (E)  LATE DELIVERY. For each day that Delivery Date is delayed past
          November 1, 2007, Tenant shall be entitled to a credit as provided
          below against its Rent otherwise first falling due (exclusive of
          pre-paid rent) under this Lease during the Initial Term, except to the
          extent any such delay was caused by a Force Majuere Event. A "Force
          Majeure Event" means only acts of God, strikes, lockouts, labor
          troubles, inability to procure materials despite commercially
          reasonable efforts to do so, discovery of archeologically significant
          artifacts which halt construction, reasonably unforeseen sub-surface
          conditions materially delaying project excavation, acts of civil or
          military authorities, fires, floods and earthquakes. Landlord shall
          notify Tenant in writing of each delay Landlord contends was caused by
          a Force Majeure Event within ten (10) business days of its occurrence,
          describing the impact on the then current construction schedule.


                                       -6-

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          More specifically:

          (1)  In the event the Delivery Date is delayed for up to sixty (60)
               days past November 1, 2007, then Tenant shall be entitled to rent
               abatement in an amount equal to two (2) days pro-rata Base
               Monthly Rent for each one (1) day of such delay;

          (2)  In the event the Delivery Date is delayed for up to an additional
               one hundred twenty (120) days after December 30, 2007, then
               Tenant shall be entitled to rent abatement in an amount equal to
               three (3) days pro-rata Base Monthly Rent for each one (1) day of
               such additional delay; and

          (3)  Notwithstanding the foregoing, in the event the Delivery Date is
               delayed past April 29, 2008, or in the event at any time the
               construction schedule prepared by Landlord's prime contractor or
               certified by Landlord's architect reasonably indicates the
               Delivery Date will occur after April 29, 2008, then in either
               event Tenant may terminate this Lease after thirty (30) days
               written notice to the Landlord unless the Delivery Date is
               attained during such thirty (30) day period.

     (F)  LATE COMPLETION. For each day that Substantial Completion is delayed
          past January 31, 2008, Tenant shall be entitled to a credit as
          provided below against its Rent otherwise first falling due (exclusive
          of pre-paid rent) under this Lease during the Initial Term, except to
          the extent any such delay was caused by a Force Majuere Event. A
          "Force Majeure Event" means only acts of God, strikes, lockouts, labor
          troubles, inability to procure materials despite commercially
          reasonable efforts to do so, discovery of archeologically significant
          artifacts which halt construction, reasonably unforeseen sub-surface
          conditions materially delaying project excavation, acts of civil or
          military authorities, fires, floods and earthquakes. Landlord shall
          notify Tenant in writing of each delay Landlord contends was caused by
          a Force Majeure Event within ten (10) business days of its occurrence,
          describing the impact on the then current construction schedule.

          More specifically:

          (1)  In the event Substantial Completion is delayed for up to sixty
               (60) days past January 31, 2008, then Tenant shall be entitled to
               rent abatement in an amount equal to two (2) days pro-rata Base
               Monthly Rent for each one (1) day of such delay;

          (2)  In the event Substantial Completion is delayed for up to an
               additional one hundred twenty (120) days after March 31, 2008,
               then Tenant shall be entitled to rent abatement in an amount
               equal to three (3) days pro-rata Base Monthly Rent for each one
               (1) day of such additional delay; and

          (3)  Notwithstanding the foregoing, in the event Substantial
               Completion is delayed past July 29, 2008, or in the event at any
               time the construction schedule prepared by Landlord's prime
               contractor or certified by Landlord's architect reasonably
               indicates Substantial Completion will occur after July 29, 2008,
               then in either event Tenant may terminate this Lease after thirty
               (30) days written notice to the Landlord unless Substantial
               Completion is attained during such thirty (30) day period.

5.   RENT.

     (A)  BASE MONTHLY RENT. Subject to Section 5(d), Tenant shall pay Landlord
          monthly base rent in the initial amount set forth in Section 1 which
          shall be payable monthly in advance on the


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          first day of each and every calendar month ("Base Monthly Rent")
          beginning on the Lease Commencement Date until the expiration or
          earlier termination of this Lease.

     (B)  PRE-PAID RENT. As otherwise provided in Section 37 below herein, upon
          Broker's certification to Landlord that the Leasing Fee has been paid,
          Tenant shall be deemed to have paid in full all Base Monthly Rent
          otherwise due hereunder applicable to months twelve (12), twenty-four
          (24), forty-eight (48) and seventy-two (72) of the Initial Term
          hereof.

     (C)  RENT ADJUSTMENT. Base Monthly Rent shall be increased on each
          anniversary of the Lease Commencement Date by an amount equal to $1.00
          per rentable square foot per annum as set forth in Section 1(j).

     (D)  RENT ABATEMENT. Notwithstanding anything to the contrary herein,
          within thirty (30) days after commencing to conduct business in the
          Building, Tenant shall have the option to designate up to 20,000 RSF
          as a space pocket area, which area may be comprised of space located
          in various areas and floors of the Building as Tenant may select
          (collectively, the "Space Pocket Area"), thereafter, space pockets may
          not be switched or otherwise reconfigured. For each of the eighteen
          (18) months immediately following the Lease Commencement Date, Tenant
          shall not pay Rent on the Space Pocket Area as long as the Space
          Pocket Area remains unoccupied by Tenant. Tenant shall promptly notify
          Landlord of its use and occupancy of any portion of the Space Pocket
          Area, and shall commence paying Rent on each portion of the Space
          Pocket Area at such time as Tenant occupies such area. Occupancy of
          any portion of the Space Pocket Area shall mean the date on which
          Tenant first has an employee actually working in such area.

     (E)  RENT WITHOUT OFFSET AND LATE CHARGE. All Base Monthly Rent shall be
          paid by Tenant to Landlord without prior notice or demand in advance
          on the first day of every calendar month, at the address shown in
          Section 1(c), or such other place as Landlord may designate in writing
          from time to time. Whether or not so designated, all other sums due
          from Tenant under this Lease shall constitute Additional Rent, payable
          without prior notice or demand when specified in this Lease, but if
          not specified, then within thirty (30) days of demand, during which
          time the parties will work to resolve any good faith disagreements on
          the amount due. All Rent shall be paid without any deduction or offset
          whatsoever except as otherwise specifically provided herein. All Rent
          shall be paid in lawful currency of the United States of America.
          Proration of Rent due for any partial month shall be calculated by
          dividing the number of days in the month for which Rent is due by the
          actual number of days in that month and multiplying by the applicable
          monthly rate. Tenant acknowledges that late payment by Tenant to
          Landlord of any Rent, Additional Rent or other sums due under this
          Lease will cause Landlord to incur costs not contemplated by this
          Lease, the exact amount of such cost being extremely difficult and
          impracticable to ascertain. Such costs include, without limitation,
          processing and accounting charges and late charges that may be imposed
          on Landlord by the terms of any encumbrance or note secured by the
          Premises. Therefore, if any Rent or other sum due from Tenant is not
          received within ten (10) business days of the date due, Tenant shall
          pay to Landlord a sum equal to five percent (5%) of such overdue
          payment. Landlord and Tenant hereby agree that such late charge
          represents a fair and reasonable estimate of the costs that Landlord
          will incur by reason of any such late payment and that the late charge
          is in addition to any and all remedies available to the Landlord and
          that the assessment and/or collection of the late charge shall not be
          deemed a waiver of any other default.


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6.   USE AND ACCESS.

     (A)  TENANT'S USE. Tenant may use and occupy the Premises for any lawful
          commercial purpose. Tenant shall have access to the Premises and to
          the parking 24 hours per day, 7 days per week, 365 days per year,
          including all holidays. Tenant shall promptly comply with all laws,
          ordinances, orders and regulations affecting the Premises and the
          Building, including, without limitation, any rules and regulations
          that may be attached to this Lease and to any reasonable modifications
          to these rules and regulations as Landlord may adopt from time to
          time. Tenant will not knowingly use or permit to be used in said
          Premises anything that will materially increase the rate of insurance
          on said Building or any part thereof, nor anything that may be
          dangerous to life or limb; nor in any manner deface or injure said
          Building or any part thereof; nor overload any floor or part thereof;
          nor permit any unreasonably objectionable noise or odor to escape or
          to be emitted from said Premises, or do anything or permit anything to
          be done upon said Premises in any way tending to create a nuisance or
          to disturb any other tenant or occupant of any part of said Building.
          Tenant, at Tenant's expense, will comply with all health, fire and
          police regulations respecting said Premises.

     (B)  LANDLORD ACCESS. Landlord, its engineer or other agents may retain a
          pass key to said Premises to enable Landlord to examine the Premises
          from time to time with reference to any emergency or to the general
          maintenance of said Premises. In recognition that Tenant will be
          conducting business that may involve matters of a non-public or
          confidential nature, if no emergency exists, Landlord shall provide
          Tenant at least 24 hours notice of any entry into the Premises, and
          Tenant shall have the right to have a party present during any such
          entry by Landlord, Landlord's engineer or any other agents.

     (C)  LANDLORD ALTERATIONS. Tenant acknowledges that Landlord may from time
          to time, at its reasonable discretion, make such modifications,
          alterations, deletions or improvements to the Building as Landlord may
          deem necessary or desirable, without compensation or notice to Tenant
          as long as such modifications, alterations, deletions or improvements
          do not materially alter Tenant's use of its Premises.

7.   HAZARDOUS SUBSTANCES. Landlord hereby covenants and warrants to Tenant that
     the Premises will not contain any Hazardous Material, or if such material
     does exist, it exists in compliance with all applicable federal, state or
     local law, and agrees that if during the term of the Lease Hazardous
     Material not introduced by Tenant is discovered within the Premises, or any
     state, federal or local governmental authority or agency having
     jurisdiction requires the removal of any Hazardous Material, Landlord shall
     at Landlord's expense remove, encapsulate or take other accepted abatement
     measures with respect to such Hazardous Material in compliance with or as
     required by all applicable laws, rules and regulations of local, state and
     federal governmental authorities. Landlord shall defend, indemnify and save
     Tenant harmless from and against any injuries, claims, accidents, damages,
     liabilities and expenses (including reasonable counsel fees) arising out of
     any breach of the foregoing representation and warranty of Landlord. The
     provisions of this paragraph shall survive the expiration or termination of
     the Lease.

     For purposes of this Section 7, Hazardous Material shall include
     flammables, explosives, radioactive materials, hazardous wastes or
     materials, toxic wastes or materials, or other similar substances,
     petroleum products or derivatives thereof or any substance subject to
     regulation by or under any federal, state and local laws and ordinances
     relating to the protection of the environment or the keeping, use or
     disposition of environmentally hazardous materials, substances, or wastes,


                                       -9-

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     presently in effect or hereafter adopted, all amendments to any of them,
     and all rules and regulations issued pursuant to any of such laws or
     ordinances.

     The parties anticipate that Landlord may be required to conduct certain
     environmental work at, about or beneath the Building following completion
     of the Building and commencement of the Initial Term, which may involve
     monitoring and pumping sub-surface water. Any and all such work shall be
     the entire responsibility of Landlord to be conducted at Landlord's sole
     cost and risk including additional water/sewer charges for such water, and
     without interference to Tenant's quiet enjoyment of the Premises.

8.   BUILDING SERVICES, COSTS AND REPAIRS. This is a "triple net", NNN Lease.
     During the term of this Lease, Tenant shall be responsible for payment of
     all costs and expenses incurred for electric light and power, heat, air
     conditioning, elevators, water, sewer, janitorial services, parking
     services, all building maintenance contracts (except those which are
     Landlord's responsibility as provided in Section 12 below), recycling and
     trash removal, window washing, security, landscaping, real estate taxes and
     insurance, and all other services to the Building. Tenant shall contract
     directly with utility and service providers for the provision and payment
     of all such utilities and other services. Landlord shall be fully
     responsible for the cost of, and shall promptly and regularly perform, all
     repairs and maintenance to the roof, exterior walls and foundation. To the
     extent Tenant's repair and maintenance obligations hereunder relate to work
     performed for or goods supplied to Landlord, Landlord shall assign to
     Tenant all applicable warranties and service contracts. In the event this
     Lease is hereafter amended to contract the scope of the Premises, such
     amendment shall then also provide for pro-ration or separate metering of
     Tenant's utility/operating/repair costs, taxes to be paid by Tenant and
     insurance premiums to be paid by Tenant to reflect Tenant's reduced
     occupancy.

9.   TAXES AND OTHER CHARGES.

     (A)  OBLIGATION FOR PAYMENT. Tenant shall pay, satisfy and discharge as the
          same become due and payable and prior to delinquency all ad valorem
          real and personal property taxes and assessments and any other taxes
          or charges levied or imposed upon or against Tenant's proportionate
          share of the real estate on which the Building is to be situated
          and/or any improvements now or hereafter made or constructed upon the
          real estate on which the Building is to be situated (the
          "Improvements") during the term of this Lease (collectively,
          "Taxes"). If any Taxes are levied against Landlord or Landlord's
          property and if Landlord elects to pay the same or if the assessed
          value of Landlord's property is increased by inclusion of personal
          property and trade fixtures placed by Tenant in the Premises and
          Landlord elects to pay the Taxes based on such increase, Tenant shall
          pay to Landlord upon demand that part of such Taxes for which Tenant
          is primarily liable hereunder.

     (B)  TAXES PAYABLE IN INSTALLMENTS. If, by law, any Taxes may, at the
          option of the taxpayer, be paid in installments (whether or not
          interest accrues on the unpaid balance of such tax), Tenant may pay
          such Taxes (and any accrued interest on the unpaid balance of such
          Taxes) in installments, as they become due during the Term of this
          Lease.

     (C)  PRORATION OF TAXES FOR PERIOD OTHER THAN TERM. Any Taxes, including
          Taxes which have been converted into installment payments, relating to
          a part of a fiscal period of the taxing authority which has been
          included within the term and a part of which has been included in a
          period of time prior to the commencement or after the end of the term,
          shall, whether or not the Taxes are assessed, levied, confirmed,
          imposed upon or in respect of,


                                      -10-

<PAGE>

          or become a lien upon the Premises, or become payable during the term,
          be adjusted between Landlord and Tenant as of the commencement or end
          of the term, so that Tenant will only pay that portion of such Taxes
          applicable to the term, and Landlord will pay the remainder.

     (D)  RIGHT TO CONTEST TAXES. Tenant shall have the right to contest the
          amount or validity, in whole or in part, of any Taxes by appropriate
          proceedings diligently conducted in good faith, only after paying the
          same or posting such security as Landlord may reasonably require in
          order to protect the Premises against loss or forfeiture. Upon the
          termination of any such proceedings, Tenant will pay the amount of
          such Taxes or part of such Taxes as finally determined to be due and
          payable, the payment of which may have been deferred during the
          prosecution of such proceedings, together with any costs, fees,
          interest, penalties, or other related liabilities. Landlord will not
          be required to join in any such contest or proceedings unless the
          provisions of any law or regulations then in effect require that such
          proceedings be brought by or in the name of Landlord. In that event,
          Landlord will join in such proceedings or permit them to be brought in
          its name; however, Landlord will not be subject to any liability for
          the payment of any costs or expenses in connection with any such
          contest or proceedings, and Tenant shall indemnify Landlord against
          and save Landlord harmless from any such costs and expenses.

     (E)  ADDITIONAL TAXES OR ASSESSMENTS. Should there presently be in effect
          or should there be enacted during the term of this Lease, any law,
          statute or ordinance levying any assessments or any tax upon the
          Premises other than federal or state income taxes, Tenant shall
          reimburse Landlord for Tenant's proportionate share of said taxes or
          assessments at the same time as rental payments.

10.  SIGNAGE. Tenant shall have the exclusive right to name the Building the "F5
     Building" or such other appropriate name as Tenant may select. Tenant shall
     have the exclusive right, at Tenant's expense, to place its corporate logo
     or other identifying signage on the exterior of the Building, the size,
     location and design of which are depicted on Exhibit B hereto, or as
     otherwise reasonably approved by Landlord; provided, however, that Landlord
     hereby approves exterior signage consistent with the size, scope and nature
     of that currently in place at the 401 Elliott Building. No other sign,
     picture, advertising or notice shall be displayed, inscribed, painted or
     affixed to any of the glass or exterior of the Building without the prior
     approval of Landlord, which approval shall not be unreasonably withheld,
     conditioned or delayed.

11.  BUILDING PARKING GARAGE.

     (A)  GRANT OF EXCLUSIVE RIGHT. Landlord grants to Tenant and Tenant's
          customers, suppliers, employees and invitees, the exclusive right to
          use the Building Garage and the surface parking located on the
          Property. The Building Garage shall contain not less than one hundred
          twenty-three (123) parking stalls, there shall be not less than
          twenty-three (23) surface lot parking stalls on the Property, and
          Landlord shall provide to Tenant not less than one hundred (100)
          parking stalls at lots located within a two and one-half block radius
          of the Property (the "Off-Site Parking"). The initial charge will be
          $125.00 per month per stall for spaces within the Building Garage and
          $100.00 per month for spaces exterior to the Building Garage. In the
          event Landlord sells the Building, Landlord will no longer have an
          obligation to provide the Off-Site Parking.

     (B)  CHARGES. The initial monthly charge for the parking to be provided to
          Tenant by Landlord shall be the amounts set forth in Section 1(i) of
          the Lease. Such rate shall be in


                                      -11-

<PAGE>

          effect upon the Commencement Date of the Lease, subject to adjustment
          during each year of the Lease term based upon comparable parking rates
          for similar Buildings in the Lower Queen Anne area (reflecting any
          applicable federal, state and local taxes and levies); provided,
          however, in no event shall the rates set forth in Section 1(i) be
          increased during the initial twelve (12) months of the Lease term.
          Tenant's monthly parking charge for all parking permits and the
          charges for all validated parking, if any, shall be billed to Tenant
          and shall be due as Additional Rent within ten (10) days after such
          billing.

12.  MAINTENANCE. Landlord shall maintain and repair, in good condition, the
     structural parts of the Premises and the Building, which shall include the
     foundations, bearing and exterior walls (excluding glass), subflooring and
     roof (excluding skylights), the electrical, plumbing and sewerage systems
     outside the Building, gutters and downspouts (excluding cleaning, which
     shall be Tenant's responsibility) on the Building. Except as provided
     above, Tenant shall maintain and repair the Premises in good condition,
     including, without limitation, maintaining and repairing all walls,
     storefronts, floors, ceilings, HVAC systems, interior and exterior doors,
     exterior and interior windows and fixtures and interior plumbing. Upon
     expiration or termination of this Lease, Tenant shall surrender the
     Premises to Landlord in the same condition as existed on the Lease
     Commencement Date, except for reasonable wear and tear or damage caused by
     fire or other casualty. Except as provided below, Tenant shall have no
     obligation to remove Tenant's Work from the Premises at the time Tenant
     surrenders possession of the Premises to Landlord.

13.  ALTERATIONS. Tenant shall have the right to make alterations or additions
     to the Premises, or construct additional improvements on the Premises,
     subject to the prior written consent of Landlord, which consent shall not
     be unreasonably withheld, conditioned or delayed; provided, however, that
     Landlord's prior written consent will not be necessary for any alteration,
     addition, or improvement of a cosmetic and non-structural nature. All work
     shall be made with due diligence, in a good and workmanlike manner and in
     compliance with all laws, ordinances, orders, rules, regulations,
     certificates of occupancy, or other governmental requirements, and provided
     Tenant shall provide Landlord with thirty (30) days advance notice before
     commencing such work, excepting the cosmetic work. Title to all
     improvements constructed or installed by Tenant shall be and remain vested
     in Tenant during the term of this Lease. All alterations, additions,
     fixtures, and improvements, whether temporary or permanent in character,
     made to the Premises by Tenant, will immediately vest in Landlord at the
     end of the Term of this Lease and will remain on the Premises without
     compensation to Tenant. Notwithstanding anything to the contrary in this
     section, all equipment, shelves, bins, machinery and trade fixtures
     installed by Tenant may be removed by Tenant prior to the termination of
     this Lease if Tenant so elects, and shall be removed by the date of
     termination of this Lease or upon earlier vacating of the Premises if
     required by Landlord; upon any such removal, Tenant shall repair the
     portion of the Premises from which such equipment, shelves, bins, machinery
     or trade fixtures were removed. Upon Lease expiration, Tenant shall, upon
     Landlord's request, remove its cabling from the Premises and the Building.
     All such removals and restoration shall be accomplished in good workmanlike
     manner so as not to damage the primary structure or structural qualities of
     the Buildings and other improvements situated on the Premises.

14.  RELEASE AND INDEMNITY. Either party (each as the "Indemnifying Party") will
     defend, indemnify and hold harmless the other from any claim, liability or
     suit including attorney's fees by any person, persons, and/or entity for
     any injuries or damages occurring in or about the said Premises or on or
     about the sidewalk, stairs, or thoroughfares adjacent thereto where said
     damages or injury was caused by the negligence or intentional act of the
     Indemnifying Party, its agents, employees, servants, customers or clients.


                                      -12-

<PAGE>

15.  INSURANCE.

     (A)  CASUALTY INSURANCE. Landlord shall, at Tenant's expense, obtain and
          keep in force, throughout the Initial Term and any Renewal Term(s) of
          this Lease, a policy or policies of "all-risk" casualty insurance,
          insuring the Premises against loss or damage by fire or other casualty
          (including earthquake and flood), naming Tenant and such other parties
          as Landlord or Tenant may designate as additional insureds as their
          interests may appear. The amount of such insurance will be not less
          than the full replacement value of the Building. Tenant shall be
          provided with full copies of all policies as revised or supplemented
          from time to time.

     (B)  GENERAL LIABILITY INSURANCE. Landlord shall, at Tenant's expense,
          obtain and keep in force during the Initial Term and all Renewal
          Term(s) of this Lease, a policy or policies of general liability
          insurance with a combined single limit of not less than $1,000,000 for
          injury to or death of any one person, $100,000 for injury to or death
          of any number of persons in any one occurrence, and $100,000 for
          damage to property, insuring against any and all liability of Landlord
          and Tenant including, without limitation, coverage for contractual
          liability, broad form property damage, host liquor liability, and
          non-owned automobile liability, with respect to the Premises or
          arising out of the maintenance, use, or occupancy of the Premises.
          Such insurance will be separate from any insurance which may be
          carried by Tenant and will contain a provision that Tenant, as an
          additional named insured, will be entitled to recover under the policy
          for any loss, injury, or damage to Tenant, its agents, and employees,
          or the property of such persons.

     (C)  PASS-THROUGH PREMIUMS. Tenant shall be responsible for payment of all
          premiums for insurance provided by Landlord under this section to the
          extent such premiums are applicable only to the Premises, and shall
          reimburse Landlord for the same within thirty (30) days after receipt
          of Landlord's invoice for the same; provided, however, that if Tenant
          can replace Landlord's insurance provided for herein at a more
          economical rate to Tenant and otherwise fully consistent with the
          insurance requirements of this section, Tenant may with the Landlord's
          approval, which shall not be unreasonably withheld, delayed or
          conditioned, contract directly for such insurance coverage, with
          Landlord as an additional named insured, in which case Tenant shall no
          longer be responsible for reimbursement to Landlord for the cost of
          any insurance Landlord elects to retain.

     (D)  OTHER MATTERS. All insurance required in this paragraph and all
          renewals of it will be issued by companies authorized to transact
          business in the State of Washington. All insurance policies shall be
          subject to approval by Landlord and Tenant as to form and substance,
          shall expressly provide that such policies shall not be canceled or
          altered without thirty (30) days' prior written notice to Landlord and
          Tenant and shall, to the extent obtainable, provide that no act or
          omission of Tenant which would otherwise result in forfeiture or
          reduction of the insurance will affect or limit the obligation of the
          insurance company to pay the amount of any loss sustained. Upon
          issuance each insurance policy, a duplicate or certificate of such
          policy shall be delivered to Landlord and Tenant. Landlord may satisfy
          its obligation under this paragraph by appropriate endorsements of its
          blanket insurance policies.


                                      -13-

<PAGE>

     (E)  MUTUAL WAIVER. Landlord and Tenant waive all rights to recover against
          each other or against any other Tenant or occupant of the Building, or
          against the officers, directors, shareholders, partners, joint
          venturers, employees, agents, customers, invitees or business visitors
          of each of theirs or of any other Tenant or occupant of the Building,
          for any loss or damage arising from any cause covered by any insurance
          required to be carried by each of them pursuant to this section or any
          other insurance actually carried by each of them to the extent
          actually covered by any such insurance. Landlord and Tenant will cause
          their respective insurers to issue appropriate waiver of subrogation
          endorsements to all policies of insurance carried in connection with
          the Premises, Improvements or the contents of either of them. Tenant
          will cause all other occupants of the Premises claiming by, under, or
          through Tenant to execute and deliver to Landlord a waiver of claims
          similar to the waiver in this paragraph and to obtain such waiver of
          subrogation rights endorsements.

16.  DESTRUCTION. If during the Term, more than twenty-five percent (25%) of the
     Premises are destroyed from any cause, or rendered inaccessible or unusable
     from any cause, Landlord may, in its sole discretion, terminate this Lease
     by delivery of notice to Tenant within thirty (30) days of such event
     without compensation to Tenant. If in Landlord's estimation, the Premises
     cannot be restored within one hundred eighty (180) days following such
     destruction, then Landlord shall notify Tenant and Tenant may terminate
     this Lease by delivery of notice to Landlord within thirty (30) days of
     receipt of Landlord's notice. If neither Landlord nor Tenant terminates
     this Lease as provided above, then Landlord shall commence to restore the
     Premises in compliance with then existing laws and shall complete such
     restoration with due diligence. In such event, this Lease shall remain in
     full force and effect, but there shall be an abatement of Base Monthly Rent
     and Tenant's obligation for the payment of expenses under Section 8 above
     between the date of destruction and the date of completion of restoration,
     based on the extent to which destruction interferes with Tenant's use of
     the Premises.

17.  CASUALTY; CONDEMNATION.

     (A)  CASUALTY. In the event the leased Premises or the Building is
          destroyed or injured by fire, earthquake or other casualty to the
          extent that they are no longer satisfactory for the conduct of
          Tenant's business, in whole or in part, then Landlord will engage a
          registered architect to certify within sixty (60) days after such
          destruction or injury to Landlord and Tenant the amount of time needed
          to restore the Building and the Premises to substantially the same
          condition as existed immediately prior to the casualty. If the time
          needed to so restore the Building and Premises exceeds twelve (12)
          months from the date of the casualty, then either the Landlord or
          Tenant may terminate this Lease by giving the other party such notice
          of termination within thirty (30) days after the notifying party's
          receipt of the architect's certificate. If a casualty causes damages
          to the Building and this Lease is not terminated by either party under
          the provisions of this section, then Landlord shall diligently rebuild
          and restore the Building and the Premises. Upon a casualty event, the
          rent shall be abated equitably on a per diem basis for the portion of
          the Premises that is unfit for occupancy commencing upon the date of
          the casualty and ending on the completion of the repair and
          restoration so as to permit Tenant's full and regular occupancy
          thereof or the earlier termination of this Lease. During any period of
          abatement of rent due to casualty or destruction of the Premises,
          unless this Lease has been terminated, Landlord shall use its best
          efforts to locate comparable space for Tenant at the fair market rate
          not to exceed Tenant's rental rate hereunder. Landlord shall not be
          liable for any consequential damages by reason of inability, after use
          of its best efforts, to locate alternative space comparable to the
          Premises. Notwithstanding anything to the contrary in this


                                      -14-

<PAGE>

          Section 17(a). if the casualty occurs in the last eighteen (18) months
          of the then current term of the Lease, either Landlord or Tenant may
          terminate this Lease upon thirty (30) days written notice.

     (B)  CONDEMNATION. If the whole of the Premises are taken by any public
          authority under the power of eminent domain, or purchased by the
          condemnor in lieu thereof, the term of this Lease shall terminate as
          of the date possession is taken by such public authority. If only a
          part of the Premises are taken, the Lease shall terminate only as to
          the portion taken, and shall continue in full force and effect as to
          the remainder of the Premises, and the Base Monthly Rent shall be
          reduced proportionately; provided, however, if the remainder of the
          Premises cannot be made tenantable for the purposes for which Tenant
          has been using the Premises, or if more than twenty-five percent (25%)
          of the rentable square footage of the Premises are taken, then either
          party, by written notice to the other, given at least thirty (30) days
          prior to the date that possession must be surrendered to the public
          authority, may terminate this Lease effective as of such surrender of
          possession. If this Lease is not terminated and the Premises have been
          damaged as a consequence of a partial taking, Landlord shall restore
          the Premises continuing under this Lease at Landlord's cost and
          expense; provided, however, that Landlord shall not be required to
          repair or restore any injury or damage to the property of Tenant or to
          make any repairs or restoration of any alterations, additions,
          fixtures or improvements installed on the Premises, regardless of
          whether any of such items were initially installed or paid for by
          Landlord or Tenant.

18.  ASSIGNMENT OR SUBLEASE. Tenant will not assign this Lease, or any interest
     hereunder, or sublet all or any portion of the Premises or permit the use
     of the Premises by any party other than Tenant and its agents, and this
     Lease, or any interest hereunder, shall not be assigned by operation of law
     without Landlord's prior written consent, which shall not be unreasonably
     withheld, conditioned or delayed, except that this Lease may be assigned
     and all or any portion of the Premises sublet without Landlord's consent to
     a wholly owned subsidiary or parent of Tenant, or to the entity with which
     or into which Tenant may merge, whether or not Tenant is the survivor of
     such merger, or to the purchaser of substantially all of the assets of
     Tenant located at the Premises, provided Tenant shall give Landlord written
     notice of such assignment. A transfer of Tenant's stock shall not be deemed
     an assignment. In the event such written consent shall be given, no other
     or subsequent assignment or subletting shall be made without the previous
     written consent of Landlord, whose consent shall not be unreasonably
     withheld, conditioned or delayed. In the event the Premises or a portion
     thereof is sublet (other than in the event of a permitted transfer) rent
     paid to Tenant in excess of the rent payable hereunder shall be split
     equally between Landlord and Tenant after all costs are deducted which were
     incurred by Tenant attributable to subleasing such space.

19.  TENANT DEFAULT. If Tenant fails to comply with any obligation set forth in
     this Lease within thirty (30) days (or five (5) business days for any
     monetary default) after receipt of notice of such failure, then, Landlord
     may with or without further notice or demand, at Landlord's option, and
     without being deemed guilty of trespass and/or without prejudicing any
     remedy or remedies which might otherwise be used by Landlord for arrearages
     or preceding breach of covenant or condition of this Lease, enter into and
     repossess said Premises and expel the Tenant and all those claiming under
     Tenant. In such event Landlord may eject and remove from the Premises all
     goods and effects (forcibly if necessary). This Lease if not otherwise
     terminated may immediately be declared by Landlord as terminated. The
     termination of this Lease pursuant to this Section 19 shall not relieve
     Tenant of its obligations to make the payments required herein. In the
     event this Lease is terminated pursuant to this Section 19, or if Landlord
     enters the Premises without terminating this Lease and Landlord relets all
     or a portion of the Premises, Tenant shall be liable to Landlord for all


                                      -15-

<PAGE>

     reasonable costs of reletting. Tenant shall remain liable for all unpaid
     rental which has been earned plus late payment charges and any deficiency
     between the net amounts received following reletting and the gross amounts
     due from Tenant, or if Landlord elects, Tenant shall be immediately liable
     for all rent that would be owing to the end of the term, less any rental
     loss Tenant proves could be reasonably avoided, which amount shall be
     discounted by the discount rate of the Federal Reserve Bank, situated
     nearest to the Premises. Waiver by the Landlord of any default, monetary or
     non-monetary, under this Lease shall not be deemed a waiver of any future
     default under the Lease. Acceptance of Rent by Landlord after a default
     shall not be deemed a waiver of any defaults (except the default pertaining
     to the particular payment accepted) and shall not act as a waiver of the
     right of Landlord to terminate this Lease as a result of such defaults by
     an unlawful detainer action or otherwise. Landlord shall promptly and
     continually pursue all commercially reasonable efforts and means to relet
     the Premises following a default by Tenant.

20.  SUBORDINATION; ESTOPPEL CERTIFICATE. This Lease and all interest and estate
     of Tenant hereunder is subject to and is hereby subordinated to all present
     and future mortgages and deeds of trust affecting the Premises or the
     property of which said Premises are a part; provided, however, that a
     condition precedent to Tenant's agreement to subordinate this Lease
     pursuant to this section shall be Tenant's receipt of a non-disturbance
     agreement duly executed and acknowledged by the mortgagee or beneficiary of
     any deed of trust, and in recordable form, that in the event of foreclosure
     sale or deed in lieu of foreclosure, for so long as Tenant is not in
     default under the terms, covenants and conditions of this Lease, this Lease
     shall continue in full force and effect as a direct Lease between the
     Tenant and the lender or other succeeding owner of the Premises. Tenant
     agrees to execute at no expense to the Landlord, any instrument which may
     be deemed necessary or desirable by Landlord to further effect the
     subordination of this Lease to any such mortgage or deed of trust. In the
     event of a sale or assignment of Landlord's interest in the Premises, or in
     the event of any proceedings brought for the foreclosure of, or in the
     event of exercise of the power of sale under any mortgage or deed of trust
     made by Landlord covering the Premises, Tenant shall attorn to the
     purchaser and recognize such purchaser as Landlord. Tenant agrees to
     execute, at no expense to Tenant, an estoppel certificate certifying as to
     the following matters:

     (i)  that this Lease is in full force and effect, is binding upon Tenant
          and that the Lease has not been modified (or stating all modifications
          to this Lease);

     (ii) the date to which Rent has been paid, the dates to which Rent has been
          paid in advance, and the amount of any security deposit, if any, or
          prepaid rent;

     (iii) the rentable square footage of the Premises;

     (iv) that there are no current defaults which with the giving of notice or
          the passage of time or both would constitute a breach or default under
          the Lease by Tenant, or to Tenant's knowledge, by Landlord (or
          specifying any such defaults);

     (v)  the Base Rent for the remainder of the Lease term, the Commencement
          Date, and the Expiration Date; and

     (vi) such other matters pertaining to the Lease as may be reasonably
          requested by Landlord or any mortgagee, beneficiary, purchaser or
          prospective purchaser of the Premises, the Building or any interest
          therein.

21.  TENANT IMPROVEMENTS/ALLOWANCE. Landlord shall provide Tenant with a cash
     allowance equivalent to $35.00 per rentable square foot or $4,802,035.00
     (the "Tenant


                                      -16-

<PAGE>

     Allowance"). The Tenant Allowance may be used by Tenant for all "hard" and
     "soft" costs associated with the Tenant's Work, including, without
     limitation, architect and engineer fees, the fee of a Tenant improvement
     coordinator, permit and plan costs and fees, paint, carpet, wiring and
     cabling, communication systems of every nature, construction and other
     costs Tenant incurs in order to build-out the Premises for Tenant's
     intended use. Any Tenant cost for Tenant's Work in excess of the Tenant
     Allowance shall be entirely the responsibility of Tenant; provided,
     however, that in addition to the Tenant Allowance, Landlord shall pay to
     Tenant $32,000.00 for Tenant's security system and $50,000.00 for Building
     lobby improvements, due upon completion of the security system and/or lobby
     improvements as the case may be. The Tenant's Work and the Tenant Allowance
     are more fully described in the Tenant Work Letter attached hereto as
     Exhibit C.

22.  FIBER OPTICS. Tenant shall have the right to install satellite dishes,
     fiber optics and related equipment for Tenant's sole use at Tenant's sole
     cost, expense and liability, subject to Landlord's approval of the location
     and method of installation, which shall not be unreasonably withheld or
     delayed for installations that do not interfere with other electronic
     installations on the Building. Tenant's rights pursuant to this section
     shall include the right to make reasonable replacements, upgrades and
     additions subject to the terms of this section.

23.  USE OF THE ROOF FOR BUSINESS PURPOSES. Tenant shall have the right to enter
     on the roof of the Building from time to time, in accordance with the
     provisions of this section and with the prior approval of Landlord, for the
     purpose of installing and maintaining, at Tenant's sole cost and expense,
     equipment in connection with Tenant's use of the Premises (the "Tenant's
     Equipment") at locations, designated by Landlord. Tenant shall submit
     drawings, specifications, and installation data for Tenant's Equipment to
     Landlord for its approval prior to installation.

     Installation of Tenant's Equipment shall be accomplished under the direct
     supervision of Landlord and in accordance with reasonable rules and
     regulations prescribed by Landlord. Tenant's Equipment shall be grounded in
     accordance with Underwriters Laboratories, Inc. requirements.

     Tenant shall make no penetration of the Building's roof during installation
     or removal of Tenant's Equipment without the prior written consent of
     Landlord. Tenant shall be responsible for the cost of repairing all damages
     to Landlord's property caused by the installation, operation, repair, or
     removal of Tenant's Equipment, except to the extent caused by Landlord, its
     contractors, or employees. Furthermore, in the event Landlord determines
     that the Building roof must be repaired or resealed as a direct or indirect
     result of the installation, maintenance, repair, or removal of Tenant's
     Equipment, except to the extent caused by Landlord, its contractors, or
     employees, all such repairing and/or resealing shall be performed by
     Landlord's designated contractor at Tenant's sole cost and expense.

     Upon termination of this Lease, Tenant, at its sole cost, shall at the
     request of Landlord remove Tenant's Equipment from the roof of the
     Building, subject to the provisions of this section. Removal of Tenant's
     Equipment shall be done in a manner satisfactory to Landlord.

     If access to the Building roof is required by Tenant at times other than
     normal business hours, Landlord reserves the right to charge Tenant any
     actual costs incurred by Landlord for overtime wages to Landlord's
     employees or contractors.


                                      -17-

<PAGE>

     Tenant shall obtain and maintain all necessary FCC licenses, if any, and
     all other governmental approvals, licenses, and permits required to operate
     Tenant's Equipment, which operation shall not interfere with the quiet
     enjoyment of any other tenants within the Building.

     Tenant agrees that Landlord hereafter shall have the right to install and
     to grant others the right to install transmitting equipment, satellite
     dishes, antennae, and similar equipment on the roof of the Building, so
     long as neither the installation nor operation of such equipment interferes
     with the operation of Tenant's Equipment.

     Tenant agrees that transmissions from Tenant's Equipment shall not cause
     interference with transmissions of other persons currently operating
     communications equipment in the business community in which the Building is
     located. Upon written notification from Landlord of such interference,
     Tenant shall immediately stop operation of Tenant's Equipment and not
     resume operation until such interference is cured. Any future agreement
     granting another tenant of the Building or any other person the right to
     make rooftop installations shall contain a covenant by such other tenant or
     person that its installation and operation of rooftop equipment will not
     interfere with the operation of Tenant's Equipment, and that if such
     interference occurs, such other tenant or other user shall cease
     installation or operation of its equipment until such interference is
     cured.

24.  PURCHASE OPTION. Prior to Landlord listing or actively marketing the
     Building for sale, Tenant shall have the right of first offer to purchase
     the Building and the real property on which the Building is located. Prior
     to listing the Building for sale or otherwise offering the Building for
     sale to any party, unless in the event of exchange or trade, Landlord shall
     provide Tenant with notice of the availability of the Building for
     purchase. This notice will identify the Landlord's intended purchase price
     for the property (assuming no sales commissions) and any other material
     terms of a proposed sale. Tenant shall have ten (10) business days
     following receipt of such notice to notify Landlord of its intent to accept
     the same, in which event the parties shall promptly enter into a mutually
     acceptable real property purchase and sale agreement containing the agreed
     material terms and other terms generally consistent with comparable
     commercial real property sales agreements in the Seattle metropolitan area.

25.  TELEPHONE SERVICE. If Tenant desires telephonic or any other electric
     connection, Landlord, with Tenant's help, will direct the electricians as
     to where and how the wires are to be introduced, and without such
     directions no boring or cutting external to the Premises for wires in
     installation thereof will be permitted. Tenant shall supply its own
     requirements for telephone service with respect to the Premises and shall
     be allowed to select its providers for telecommunications and other
     services. Tenant or its service providers, without charge, shall be allowed
     to install T-1 lines, multiple points of entry, and other special
     telecommunication facilities, including cabling and connections from
     service providers to the Premises. Landlord shall, without charge,
     cooperate as needed with Tenant's telecommunications and other service
     providers, including, without limitation providing Building information,
     providing closet space in the basement of the Building, and signing
     required authorizations for installation.

26.  RISK. All personal property of any kind or description whatsoever in the
     demised Premises shall be at Tenant's sole risk. Landlord shall not be
     liable for any damage done to or loss of such personal property or damage
     or loss suffered by the business or occupation of the Tenant arising from
     any acts or neglect of co-tenants or other occupants of the Building, or of
     Landlord or the employees of Landlord, or of any other persons, or from
     bursting, overflowing or leaking of water, sewer or steam pipes, or from
     the heating or plumbing or sprinklering fixtures, or from electric wires,
     or from gas, or odors, or caused in any other manner whatsoever except in
     the case of


                                      -18-

<PAGE>

     negligence or intentional acts on the part of Landlord or its agents.
     Tenant shall keep in force throughout the term of this lease such casualty,
     general liability and business interruption insurance as a prudent tenant
     occupying and using the Premises would keep in force.

27.  INSOLVENCY. If Tenant becomes insolvent, or makes an assignment for the
     benefit of creditors, or a receiver is appointed for the business or
     property of Tenant, or a petition is filed in a court of competent
     jurisdiction to have Tenant adjudged bankrupt and either remains
     undismissed or a period of sixty (60) days or results in the entry of an
     order of relief against Tenant which is not fully stayed within sixty (60)
     days after entry, then Landlord may at Landlord's option terminate this
     Lease. Said termination shall reserve unto Landlord all of the rights and
     remedies available under Section 19 hereof, and Landlord may accept rents
     from such assignee or receiver without waiving or forfeiting said right of
     termination.

28.  BINDING EFFECT. The parties hereto further agree with each other that each
     of the provisions of this Lease shall extend to and shall, as the case may
     require, bind and inure to the benefit, not only of Landlord and Tenant,
     but also of their respective heirs, legal representatives, successors and
     assigns, subject, however, to the provisions of Section 18 of this Lease.

     It is also understood and agreed that the terms "Landlord" and "Tenant" and
     verbs and pronouns in the singular number are uniformly used throughout
     this Lease regardless of gender, number or fact of incorporation of the
     parties hereto. The typewritten riders or supplemental provisions, if any,
     attached or added hereto are made a part of this Lease by reference. It is
     further mutually agreed that no waiver by Landlord of a breach by Tenant of
     any covenant or condition of this Lease shall be construed to be a waiver
     of any subsequent breach of the same or any other covenant or condition.

29.  HOLDING OVER. If Tenant holds possession of the Premises after the term of
     this Lease, Tenant shall be deemed to be a month-to-month tenant upon the
     same terms and conditions as contained herein, except rent which shall be
     revised to reflect 125% of the then current amount due under the Lease.
     During any month-to-month tenancy, Tenant acknowledges Landlord will be
     attempting to relet the Premises. Tenant agrees to cooperate with Landlord
     and Tenant further acknowledges Landlord's right to terminate the Lease
     with proper notice.

30.  TIME FOR PERFORMANCE. If any date for performance hereunder falls on a day
     that is a Saturday, Sunday or legal holiday, then such performance shall be
     due on the next business day thereafter.

31.  ATTORNEY'S FEES. If any legal action is commenced to enforce any provision
     of this Lease, the prevailing party shall be entitled to an award of
     reasonable attorney's fees and disbursements including those on appeal.

32.  NO REPRESENTATIONS. Neither party has made any representations or promises
     except as contained herein.

33.  QUIET ENJOYMENT. So long as Tenant pays the rent and performs the covenants
     contained in this Lease, Tenant shall hold and enjoy the Premises peaceably
     and quietly, subject to the provisions of this Lease.


                                      -19-

<PAGE>

34.  RECORDATION. Tenant shall not record this Lease without the prior written
     consent of Landlord, whose consent shall not be unreasonably withheld,
     conditioned or delayed. However, at the request of Landlord, both parties
     shall execute a memorandum or "short form" of this Lease for the purpose of
     recordation in a form customarily used for such purpose. Said memorandum or
     short form of this Lease shall describe the parties, the Premises and the
     Lease term, and shall incorporate this Lease by reference. Notwithstanding
     the foregoing, however, Tenant may record or file this Lease with the SEC
     as required by SEC rules and other regulations.

35.  MUTUAL PREPARATION OF LEASE. It is acknowledged and agreed that this Lease
     was prepared mutually by both parties. In the event of ambiguity, it is
     agreed by both parties that it shall not be construed against either party
     as the drafter of this Lease.

36.  GOVERNING LAW. This Lease shall be exclusively governed by, construed and
     enforced in accordance with the laws of the State of Washington.

37.  REAL ESTATE COMMISSION. Landlord and Tenant hereby acknowledge that
     Washington Partners, Inc. ("Broker") represented Tenant in this transaction
     and is due a Leasing Fee equivalent to $7.50 per RSF leased. This Leasing
     Fee is an agreed obligation payable by Landlord to Broker. However, the
     parties agree that Tenant shall pay the Leasing Fee to Broker in full upon
     full execution and delivery of this Lease and, in turn, shall be entitled
     to credits therefor as pre-paid rent for months 12, 24, 48 and 72 of the
     Initial Term hereof as otherwise provided in Sections 1(n) and 5(b) above
     herein. To the extent, if any, that the Pre-Paid Rent attributable to
     months 12, 24, 48 and 72 exceeds the Leasing Fee, Tenant shall pay any such
     excess to Landlord as soon as the same is ascertainable. Each party shall
     indemnify and hold the other harmless from any claim for a commission by
     any other broker allegedly acting on such party's behalf.

38.  NOTICES. Any notice under this Lease must be in writing and be personally
     delivered, delivered by recognized overnight courier service or given by
     mail or via facsimile. Any notice given by mail must be sent, postage
     prepaid, by certified or registered mail, return receipt requested. All
     notices must be addressed to the parties at the following addresses or at
     such other addresses as the parties may from time to time direct in
     writing:

     LANDLORD:   Selig Real Estate Holdings XXV, L.L.C.
                 1000 Second Avenue, Suite 1800
                 Seattle, WA 98104-1046
                 Facsimile No. (206) 386-5296

     TENANT:     F5 Networks, Inc.
                 401 Elliott Avenue West
                 Seattle, WA 98119
                 Attention: Chief Accounting Officer
                 Facsimile No. (206) 272-5556

     Any notice will be deemed to have been given, if personally delivered, when
     delivered, and if delivered by courier service, one (1) business day after
     deposit with the courier service, and if mailed, two (2) business days
     after deposit at any post office in the United States of America, and if
     delivered via facsimile, the same day as verified, provide that any notice
     delivered via facsimile must also be delivered via another means of
     delivery hereunder; provided that any verification that occurs after 5 p.m.
     on a business day, or at any time on a Saturday, Sunday or holiday, will be
     deemed to have been delivered on the following business day.


                                      -20-

<PAGE>

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

LANDLORD:                               TENANT:

SELIG REAL ESTATE HOLDINGS              F5 NETWORKS, INC.,
XXV, L.L.C., a Washington limited       a Washington corporation
liability company


By: /s/ Martin Selig                    By: /s/ Illegible
    ---------------------------------       ------------------------------------
    Martin Selig, Managing Member       Its: SVP & CAO

                    [ACKNOWLEDGEMENTS APPEAR ON THE FOLLOWING PAGE]


                                      -21-

<PAGE>

STATE OF WASHINGTON   )
                      )ss.
COUNTY OF KING        )

     I certify that I know or have satisfactory evidence that MARTIN SELIG is
the person who appeared before me, and said person acknowledged that he signed
this instrument as the Managing Member of SELIG REAL ESTATE HOLDINGS XXV,
L.L.C., a Washington limited liability company, and acknowledged it to be the
free and voluntary act of such limited liability company for the uses and
purposes mentioned in the instrument, and on oath stated that he was authorized
to execute this instrument on behalf of such limited liability company.

     DATED: October 31, 2006


(SEAL)                                  /s/ Jill M. Hayes
                                        ----------------------------------------
                                        (Signature)

                                        Jill M. Hayes
                                        ----------------------------------------
                                        (Please print name legibly)

                                        NOTARY PUBLIC in and for the State of
                                        Washington, residing at Fall City, Wa
                                        My commission expires 6.1.10

STATE OF WASHINGTON   )
                      )ss.
COUNTY OF KING        )

     I certify that I know or have satisfactory evidence that JOHN RODRIGUEZ is
the person who appeared before me, and said person acknowledged that HE signed
this instrument as the SVP & CAO of F5 NETWORKS, INC., a Washington corporation,
and acknowledged it to be the free and voluntary act of such corporation for the
uses and purposes mentioned in the instrument, and on oath stated that HE was
authorized to execute this instrument on behalf of such corporation.

     DATED: 10.31.2006


(SEAL)                                  /s/ CATHERINE J. ROHANOWSKA
                                        ----------------------------------------
                                        (Signature)

                                        CATHERINE J. ROHANOWSKA
                                        ----------------------------------------
                                        (Please print name legibly)

                                        NOTARY PUBLIC in and for the State of
                                        Washington, residing at Seattle, WA,
                                        King County
                                        My commission expires 09.09.2009


                                      -22-

<PAGE>


                                    EXHIBIT A
                                       TO
                             OFFICE LEASE AGREEMENT

                             Floor Plans of Premises

                                  (FLOOR PLAN)

<PAGE>

                                  (FLOOR PLAN)

<PAGE>

                                  (FLOOR PLAN)

<PAGE>

                                  (FLOOR PLAN)

<PAGE>


                                  (FLOOR PLAN)

<PAGE>

                                  (FLOOR PLAN)

<PAGE>

                                  (FLOOR PLAN)

<PAGE>

                                  (FLOOR PLAN)

<PAGE>

                                    EXHIBIT B
                                       TO
                             OFFICE LEASE AGREEMENT

                                  (FLOOR PLAN)


                                       B-1

<PAGE>

                                  (FLOOR PLAN)


                                       B-2

<PAGE>

                                  (FLOOR PLAN)

<PAGE>

                                    EXHIBIT C
                                       TO
                             OFFICE LEASE AGREEMENT

                               Tenant Work Letter

                               TENANT WORK LETTER

F5 Networks, Inc. (hereinafter called "Tenant") and Selig Real Estate Holdings
XXV, LLC (hereinafter called "Landlord") are executing simultaneously with this
Tenant Improvement Work Letter (the "Work Letter") and a written Lease (the
"Lease") for space in the building known as 333 Elliott West, Seattle,
Washington 98119. As further consideration to entering into the Lease, Landlord
and Tenant mutually agree to the following terms and conditions.

I.   LANDLORD WORK AT LANDLORD EXPENSE

     Landlord shall complete the Building Shell and Core in substantial
     accordance with Exhibit D to the Lease entitled Building Shell and Core
     Outline Specifications (the "Landlord Work"). As used in this Lease, the
     "Delivery Date" shall be the date the Premises are sufficiently complete to
     allow Tenant to commence construction of Tenant's improvement work (the
     "Tenant Work") when Landlord has substantially completed the following
     items of its Landlord Work and delivered possession of the Building to
     Tenant for the purpose of commencing the Tenant Work including the
     following, provided that in the event the Delivery Date is delayed due to
     Tenant Delay, then the Delivery Date shall be the date on which the
     Delivery Date would have occurred but for the Tenant Delay:

     A.   Building is fully enclosed and water tight, including the roof and
          permanent exterior walls and windows.

     B.   Power and lighting and electrical service all available as described
          in Exhibit D to the Lease for distribution by the Tenant; and

     C.   There shall be evidence reasonably satisfactory to Tenant that:

          1.   The balance of the Landlord Work can be completed prior to the
               Lease Commencement Date; and

          2.   The Tenant's contractor is able to proceed efficiently with the
               Tenant Work, subject to a requirement of reasonable coordination
               and cooperation with Landlord's Shell and Core contractor.

     Tenant may begin the Tenant Work prior to the above items being completed
     at Tenant's election, provided that the Tenant's decision to begin the
     Tenant Work shall not interfere with the Landlord's Substantial Completion
     of the Premises.

     Except as set forth above and as defined in Exhibit D, all work,
     improvements, finishes and/or equipment required by Tenant and/or specified
     in the approved Tenant Plans for the Premises shall be considered the
     Tenant Work.

II.  LANDLORD WORK AT TENANT EXPENSE


                                       C-1

<PAGE>

     Upon request by Tenant, Landlord will have certain Building Shell and Core
     work that exceeds the scope of the Landlord Work, as defined above,
     completed during the normal course of construction of the Building Shell
     and Core. This work shall hereinafter be referred to as "Shell and Core
     Tenant Upgrades." Once the scope of the Shell and Core Tenant Upgrades are
     known, Landlord shall provide Tenant with a budget for these Upgrades. All
     Shell and Core Tenant Upgrades, including the cost for same, shall be
     authorized in writing by Tenant and approved in writing by Landlord on the
     same basis as the approval of Tenant's Plans (see Section III.A.4 below).
     All Shell and Core Tenant Upgrades shall be performed by Landlord's
     contractor under Landlord's supervision.

III. THE TENANT WORK

     A.   TENANT'S PLANS. Tenant shall employ an architect/space planner
          ("Tenant's Architect") as its architect to provide information to
          Landlord as necessary for the completion of Shell and Core Tenant
          Upgrades and to prepare architectural drawings and specifications for
          all layout and improvements to the Premises not included in the
          Landlord Work. Tenant shall also employ all necessary engineers (the
          "Tenant's Engineers") to prepare technical working drawings and
          specifications for all the Tenant Work, including structural
          alterations, mechanical and electrical work. All such drawings and
          specifications are referred to herein as "Tenant's Plans" and shall
          include the "Preliminary Plans", "M&E Working Drawings" and "Issued
          for Construction Documents" all of which are hereinafter defined.
          Tenant's Plans shall be in form and detail sufficient to secure all
          required governmental approvals and shall be completed on Auto-Cad
          (Version 14 or higher).

          Tenant's Architect and Tenant's Engineers shall be reasonably
          acceptable to Landlord and Tenant. McKinstry Co. (mechanical) and the
          Gerber (electrical) are hereby approved as Tenant's Engineers for
          mechanical and electrical engineering work. Other architects and
          engineers required in the course of Tenant's Plans will be as mutually
          approved.

          1.   PRELIMINARY PLANS. The Preliminary Plans shall be a schematic
               plan (1/8" scale) for the Premises for special structural and
               loading requirements in excess of those provided for in Exhibit
               D __________________ will be provided to Landlord prior to
               January 1, 2007. The cost of increasing the floor loads beyond
               those identified in Exhibit D, shall be a Shell and Core Tenant
               Upgrade.

          2.   MECHANICAL AND ELECTRICAL ENGINEERED WORKING DRAWINGS AND
               SPECIFICATIONS ("M & E WORKING DRAWINGS"). The Tenant Plans shall
               be engineered to provide for complete mechanical and electrical
               operating systems. Tenant shall contract with Tenant Engineers
               and cause them to prepare M & E Working Drawings showing complete
               plans for electrical and mechanical systems including but not
               limited to, life safety, automation, plumbing, and air cooling,
               ventilating, heating and temperature controls. Tenant shall use
               Landlord's engineers for this work: Key (mechanical) and Sparling
               & Associates (electrical) with the Tenant also having the option
               to use McKinstry Co. and Gerber.

          3.   ISSUED FOR CONSTRUCTION DOCUMENTS. The Issued for Construction
               Documents shall consist of all drawings (1/8" scale) and
               specifications necessary to construct all Tenant Work in form and
               detail sufficient to secure all required governmental approvals
               and to demonstrate conformity with the Landlord's standards and
               quality. Tenant's Architect and


                                       C-2

<PAGE>

               Tenant's Engineers are responsible for having all mechanical,
               electrical, life safety and Tenant Work required structural
               drawings complete.

          4.   APPROVAL BY LANDLORD. Tenant's Plans shall be subject to
               Landlord's approval, which approval shall not be unreasonably
               withheld, conditioned or delayed. Landlord shall be entitled to
               withhold approval if the proposed plans and specifications (i)
               interfere with the structural integrity of the Building, (ii)
               overload the utility systems of the Building, (iii) violate any
               applicable laws or regulations, or (iv) materially affect the
               architectural integrity of the Building. If Landlord disapproves
               of any of Tenant's Plans, Landlord shall advise Tenant in
               reasonable detail of required revisions and the reasons therefor.
               After being so advised by Landlord, Tenant shall promptly submit
               a redesign, incorporating the revisions required by Landlord, for
               Landlord's approval. If Tenant has reason to dispute any Landlord
               disapproval, then the parties shall meet within 5 days and
               attempt to resolve the dispute.

               If the Parties are unable to resolve their differences as to
               Tenant's Preliminary Plans within 5 days after meeting, then
               either party may initiate an arbitration procedure by notifying
               the other Party of the need to submit their disagreements to
               binding and final arbitration by a mutually acceptable arbitrator
               with at least ten (10) years commercial office design experience.
               If the parties are unable to agree on the arbitrator within a
               period often (10) days of notice, then either party may request
               resolution by a single arbitrator before the American Arbitration
               Association, as set forth at the end of Lease Section 3(c).

          5.   SUBMISSION BY TENANT. Tenant shall submit Tenant's Plans to
               Landlord on or before the following dates:

                    January 1, 2007: Structural floor load requirements.
                    August 1, 2007: All remaining Tenant Plans.

          6.   PERMITS. Tenant shall be responsible for the cost and scheduling
               of the submission of Tenant's Plans, in a timely manner, for plan
               check by the City of Seattle and the obtaining of a building
               permit for the Tenant Work; excepting all permits required for
               the communication conduits addressed in the "Communications and
               Data Considerations" section of Exhibit D to the Lease, which
               shall be Landlord's responsibility.

     B.   TENANT IMPROVEMENT CONSTRUCTION

          1.   Tenant shall be responsible for the construction of the Tenant
               Work in accordance with approved Tenant Plans.

          2.   Tenant shall, upon completion of Tenant's Plans, directly
               contract for the Tenant Work itself. When a contract is executed
               between the selected contractor and Tenant, said contractor shall
               be referred to as "Tenant's Contractor." Tenant agrees to
               cooperate with Landlord and Tenant's Contractor in the completion
               of the Tenant Work by responding to Landlord's and Tenant's
               Contractor's requests for information in a timely fashion and
               Landlord agrees to respond similarly to Tenant and Tenant's
               Contractor.

          3.   Tenant shall submit to Landlord a preliminary cost estimate for
               the Tenant Work


                                       C-3

<PAGE>

               and shall provide to Landlord a final pricing for the Tenant Work
               when received from Tenant's Contractor but not later than fifteen
               (15) days prior to the commencement of the Tenant Work.

          4.   Tenant's construction contract with Tenant's Contractor shall be
               a guaranteed maximum price contract (the "Tenant Improvement
               Construction Contract") and shall contain a construction
               schedule (the "Tenant Improvement Construction Schedule") for
               construction of the Tenant Work. The guaranteed maximum price
               specified in the Construction Contract shall include all costs
               and fees for construction of the Tenant Work with the exception
               of any required governmental permit fees, professional fees and
               Washington State Sales Tax.

     C.   SCHEDULE. Provided that Tenant meets the scheduled deadlines for
          preparation and approval of Tenant's Plans, the Delivery Date, subject
          to any Tenant Delay or Force Majure Event, shall be November 1, 2007.

     D.   LANDLORD'S ALLOWANCE FOR TENANT WORK

          1.   Landlord shall provide to Tenant a total "Tenant Allowance" as
               provided in Section 21 of the Lease. The Tenant Allowance shall
               be applied first toward the costs relating to Shell and Core
               Tenant Upgrades, if any, including applicable Washington State
               Sales Tax, then toward the construction of the Tenant Work shown
               on the final approved Tenant's Plans, including applicable
               Washington State Sales Tax. 2. Landlord shall pay the cost of the
               Tenant Work, up to the maximum allowance, directly to the Tenant
               as more fully described in Section IV below.

     E.   TENANT DELAY

          The term "Tenant Delay" shall mean any delay in the occurrence of the
          Delivery Date or completion of Landlord's Work resulting from:

          (a)  Any Tenant materials, finishes or installations called for on the
               Tenant Plans which are not readily available and, as a result,
               adversely affect the schedule;

          (b)  Any modification by Tenant to the Tenant's Plans that adversely
               affects the schedule; or


                                       C-4

<PAGE>

          (c)  Any act by Tenant or its agents and contractors in installing any
               tenant fixtures or equipment that unreasonably delays the
               issuance of the Certificate of Occupancy or temporary Certificate
               of Occupancy for the Premises.

          Landlord shall make commercially reasonable efforts to mitigate the
          effect of any event that would otherwise cause Tenant Delay, provided
          that Landlord shall not be required to expend additional funds to
          mitigate Tenant Delay unless Tenant agrees in writing to reimburse
          Landlord for such costs.

     F.   LANDLORD DELAY

          The term "Landlord Delay" shall mean those construction events within
          the reasonable control of Landlord (i.e. excluding Tenant Delay or
          Force Majeure Event) to the extent such event causes:

          (a)  a material and unexpected interference with Tenant's construction
               of the Tenant Work and resulting delay in substantial completion
               of the Tenant Work, or

          (b)  a delay in the Delivery Date beyond the date specified in the
               Lease and this Exhibit C.

          Tenant shall make commercially reasonable efforts to mitigate the
          effect of any event that would otherwise cause Landlord Delay,
          provided that Tenant shall not be required to expend additional funds
          to mitigate Landlord Delay unless Landlord agrees in writing to
          reimburse Tenant for such costs.

     G.   COOPERATION

          The parties agree to use best efforts to cause each of their
          respective consultants, architects, engineers and contractors to
          cooperate with one another so that the Landlord Work and Tenant Work
          are promptly, diligently and efficiently constructed.

     H.   PUNCH LIST

          Within twenty (20) days after Completion of the Building Shell and
          Core, Tenant shall supply to Landlord a written punch list setting
          forth readily apparent additional corrective non-warranty work to the
          Building Shell and Core which Tenant believes is required to be
          performed pursuant to the requirements of Exhibit D. Once Landlord has
          been provided with a punch list in accordance with the foregoing, and
          agrees with the content of the punch list, Landlord shall within
          thirty (30) days of receipt of the punch list take such measures as
          are necessary to correct such defective work.

IV.  ADMINISTRATION OF WORK

     A.   LANDLORD REIMBURSEMENT

          1.   Landlord shall at the direction of Tenant either reimburse Tenant
               or directly pay Tenant's Contractor (up to the maximum amount of
               the Tenant Allowance remaining after reductions for Shell and
               Core Tenant Upgrades) for the Tenant Work on a monthly basis,
               within twenty (20) days after the receipt and approval from the
               representative of the Landlord's Construction Lender of a draw
               request from Tenant's contractor, accompanied by a signed
               Application and Certificate


                                       C-5

<PAGE>

               for Payment (in AIA format) from Tenant's Architect confirming
               that the work covered by such draw request has been completed to
               its satisfaction. So long as the draw request is accompanied with
               the proper documentation as noted, Landlord's Construction Lender
               shall not withhold its approval and shall agree to pay such draw
               request when due; in the event Landlord's Construction Lender
               delays or withholds payment of any such draw request for any
               reason other than Tenant's non-compliance with the Lease and this
               Exhibit C, Landlord shall then promptly fund the draw request
               notwithstanding the Lender's position. This payment request shall
               also be accompanied by partial conditional lien releases from
               Tenant's Contractor covering the Tenant Work performed and/or
               materials and labor supplied through the date of each application
               for payment and full conditional lien releases from each
               subcontractor and supplier which has at that stage completed its
               work and confirmation from Tenant that its general contractor is
               not in default and that the percentage of work completed on the
               draw request is accurate. The reimbursement shall be calculated
               on a percentage-of-completion basis. After completion of one
               hundred percent (100%) of the Tenant Work, Landlord shall either
               reimburse Tenant or directly pay Tenant's Contractor for the then
               unreimbursed balance of the allowance for the Tenant Work minus
               any mutually agreed holdback for uncompleted punch list items,
               within thirty (30) days following receipt of a schedule
               reflecting such costs, together with paid invoices supporting
               such costs, and satisfaction of all of the following conditions:

               (a)  Receipt by Landlord of a set of "as built" drawings for the
                    Tenant Work and a copy of all warranties in effect with
                    respect to such Tenant Work;

               (b)  Receipt by Landlord of a certificate from the Tenant's
                    Architect confirming that all Tenant Work have been
                    performed in accordance with the approved plans and
                    specifications, governing codes and ordinances and all punch
                    list items, except mutually agreed items have been
                    corrected;

               (c)  Receipt by Landlord of reasonable evidence of payment by
                    Tenant of all other costs, including extras and change
                    orders, to its construction contract;

               (d)  The receipt of lien releases from the general contractor and
                    all other persons who performed work on or supplied
                    materials for use in or otherwise have lien rights with
                    respect to the Tenant Work.

          2.   Upon completion of all punch list items, the remainder of the
               Tenant Allowance, if any, shall be disbursed to Tenant.

          3.   If any lien is filed with respect to the Premises during the
               course of construction of the Tenant Work, Tenant shall notify
               Landlord in writing describing the cause of the lien and, if lien
               is for reason other than nonpayment by Landlord, the Tenant shall
               remove or otherwise satisfy the lien.

     B.   CHANGES, ADDITIONS OR ALTERATIONS

          1.   TENANT REQUESTED CHANGES. If Tenant shall request any change,


                                       C-6

<PAGE>

               addition or alteration in any of the work shown in the Tenant's
               Plans after Landlord's approval thereof (whether the result of
               governmental requirement or otherwise), Tenant shall promptly
               give Landlord a written description of the changes requested and
               submit to Landlord plans and specifications describing such
               change. Provided the plans and specifications are complete,
               Landlord shall expeditiously (but in no event longer than within
               five (5) business days after receipt of the complete plans and
               specifications) review such plans and specifications and provide
               to Tenant written approval of proposed changes. Landlord's
               approval shall be governed by Section III.A.4. above.
               Notwithstanding the foregoing, the costs of any Change Order
               relating to the Tenant Work shall be applied against the Tenant
               Work Allowance to the extent of any remaining balance thereof.
               Notwithstanding anything herein to the contrary, Landlord shall
               have no obligation to agree to or complete any Change Order if
               and to the extent any delay resulting or possibly resulting from
               the same jeopardizes the Delivery Date of the Premises, unless
               Tenant accepts total responsibility for such delay and reasonably
               compensates Landlord for such delay.

          2.   CHANGES DURING CONSTRUCTION (Shell and Core Tenant Upgrades and
               Tenant Work). Revisions to the Shell and Core Plans or Tenant
               Plans, if any, are to be accommodated by Field Change Orders. A
               "Field Change Order" is a document which outlines the scope of a
               requested change in the Work as defined by the Shell and Core
               Plans and Tenant Plans and bears the signature of Tenant and
               Landlord representatives approving such change in scope. All such
               plans, specifications, and Field Change Orders shall be approved
               by Landlord and Tenant prior to being executed or acted upon by
               the Landlord's or Tenant's Contractors. Landlord and Tenant shall
               be given 24 hours to respond without causing a Landlord or Tenant
               Delay unless otherwise specified in said Field Change Order. In
               the event the Field Change Order increases the cost of the Shell
               and Core or Tenant Work beyond the maximum Tenant Work Allowance,
               Tenant shall pay for the work per the terms of this Exhibit and
               the Lease. As for Tenant Work, Tenant shall pay its Contractor
               per the terms of the construction contract between the Tenant and
               its Contractor.


                                       C-7

<PAGE>

                                    EXHIBIT D
                                       TO
                             OFFICE LEASE AGREEMENT

                     333 ELLIOTT AVENUE WEST BUILDING OFFICE
              TENANT BUILDING SHELL AND CORE OUTLINE SPECIFICATIONS

The Building Outline Specifications which follow are intended to establish the
scope and quality of finishes, materials and systems to be furnished by Landlord
for the construction of the basic Building Shell and Core, as well as the
parking structure and landscaped surface parking areas (together referred
therein as the "Shell and Core"). The Building Outline Specifications are
intended to govern the development of the building drawings through the
completion of the final building working drawings and specifications ("The
Contract Documents"). Capitalized terms used and not defined shall have the
meanings given them in the Lease.

Landlord is committed to developing a long-term investment quality product,
which has lasting quality and landmark stature and will be considered in all
respects a first class office building development. This Outline Specification
may be amended, through mutual consent of the parties, during the completion of
the design development and construction document phases of the design of the
buildings. The cost of all maintenance following initial installation shall be
as provided under the Lease.

<TABLE>
<S>                              <C>
FOUNDATION SYSTEM                1.   The foundation system shall be designed
                                      based upon good engineering practice,
                                      soils bearing analysis from a geotechnical
                                      engineer and structural load calculations.
                                      For Typical floor load capacities for all
                                      office floors, see Superstructure System
                                      below, including all exceptions.

                                 2.   The foundation system will be constructed
                                      with moisture protection and foundation
                                      drains designed to provide a dry condition
                                      in all occupied areas including the
                                      storage and equipment spaces.

                                 3.   The garage floor will contain floor drains
                                      with sand/oil interceptors as required by
                                      code.

SITE WORK AND LANDSCAPING        1. All landscaping and site work shall comply
                                 with city ordinances, as well as the Site Plan
                                 and Landscaping Plan approved by the City of
                                 Seattle Department of Construction and Land
                                 Use. Tenant's input will be considered.

                                 2. Pedestrian plaza with building drive up and
                                 surface parking area at North end of building.
                                 The plaza area will include landscaping and a
                                 sculpture features as developed by the project
                                 design team and as approved by DPD/Land Use.
</TABLE>


                                       D-l

<PAGE>

<TABLE>
<S>                              <C>
                                 3. Parking will be contained in a structured
                                 parking facility under the entire length of the
                                 site and at the plaza area surface landscaped
                                 parking area.

                                 4. Site lighting shall be consistent with other
                                 parts of the Project. Buildings will have site
                                 fixtures to provide supplemental pedestrian
                                 area lighting. A minimum of 1 foot-candle will
                                 be maintained at all egress areas as per code.

                                 5. The building will be provided with a secured
                                 service loading area and a trash disposal area.
                                 All trash areas shall have capacity for
                                 disposal of recycling materials.

                                 6. Landlord shall provide the bicycle parking
                                 area with a bicycle rack.

SUPERSTRUCTURE SYSTEM            1.   The garage framing will be composed of
                                      cast-in-place concrete columns spaced at
                                      approx. 32' o.c. supporting typical two
                                      way post-tensioned floor slabs. The office
                                      framing will be constructed of reinforced
                                      concrete utilizing an approximate 9.0 inch
                                      thick post-tensioned flat slab. The office
                                      floors shall be designed for:

                                              Live load   Partition Load Allowance   Mech Equip
                                              ---------   ------------------------   ----------
                                 Load
                                 Flrs 1&2       l00psf              20psf               l0psf
                                 Flrs 3,4&5      80psf              20psf               l0psf

                                 2.   Floor-to-floor heights to be a minimum of
                                      11' -4", floors 3, 4 & 5 and a maximum 15'
                                      - 0" floors 1&2.

                                      Stairs in stair towers will be equal or
                                      superior to concrete filled steel pan
                                      stairs.

ROOF SYSTEM                      1.   Roofs shall be warranted by the specified
                                      manufacturer for a minimum often (10)
                                      years and a maximum of twenty [20] years.

EXTERIOR WALL SYSTEM             1.   The primary Building spandrel and column
                                      cap material shall be a combination of
                                      laid-in-place structural brick and
                                      panelized structural brick veneer. A
                                      secondary spandrel facade shall consist of
                                      panelized horizontal aluminum material
                                      with a Kynar-type coated finish to match
                                      curtain wall aluminum sash. Exterior
                                      vision glass will be Viracon VE1-42 low E
                                      coated one-inch (I") insulated glass
                                      system (typical size 5' 0" wide by 6' 0"
                                      high). A 7'0" high vision glass section is
                                      available on Floors 1
</TABLE>


                                       D-2

<PAGE>

<TABLE>
<S>                              <C>
                                      and 2. Opaque spandrel glazing material
                                      shall be equal to Viracon VE1-42 single
                                      pane with custom color ceramic frit and
                                      insulated per code Vision glass will be
                                      supported in aluminum frames with a Kynar-
                                      type coated finish. The overall U-value
                                      for the entire facade shall be designed to
                                      satisfy the current City of Seattle
                                      Amendments to the Washington State Energy
                                      Code.

                                 2.   Building main entry Storefront shall
                                      consist of one [1"] inch insulated clear
                                      glass system supported in aluminum sash
                                      framing with Kynar-type coated finish.
                                      Push/pull entry hardware will be stainless
                                      steel finish, typically. Hinges and
                                      hardware will be compatible with the
                                      Americans with Disabilities Act criteria.
                                      All building entry doors shall be
                                      connected to the building card key
                                      security system. All entry doors shall be
                                      card reader operable.
</TABLE>

INTERIOR FINISHES

<TABLE>
<S>                              <C>
Garage Elevator Lobbies

   a.   Floor:                   Building Standard Level loop "walk off mat"
                                 type carpeting

   b.   Walls:                   Gypsum wallboard with painted finish,
                                 typically.

   c.   Elevator Fronts:         Stainless steel door panel and door frame,
                                 typically throughout.

   d.   Ceiling:                 2X2 suspended acoustical ceiling. At Tenant
                                 option, Tenant shall have the right to install
                                 2X4 Armstrong Second Look tiles or equal which
                                 shall be know as the building standard
                                 acoustical ceiling.

   e.   Lighting:                Building standard 2X2 recessed indirect
                                 Fluorescent fixtures.

First Floor Entry and
Elevator Lobbies

   a.   Landlord Additional      Per Section 21 of the Lease, Landlord is
        Allowance                providing an allowance of $50,000 for Tenant to
                                 pay for costs associated with building out the
                                 First Floor Entry and Elevator Lobby.

   b.   Elevator Fronts:         Stainless Steel door panels and door frames.

   c.   Entry Doors:             Aluminum framed clear glass doors with brushed
                                 stainless steel hardware trim, as specified
                                 above. Entry Doors shall be installed with an
                                 electronic strike and or lock set compatible
                                 with Tenant
</TABLE>


                                       D-3

<PAGE>

<TABLE>
<S>                              <C>
                                 security card reader system. The card reader
                                 security system shall be compatible with the
                                 Tenant's existing security system at Elliott
                                 West Campus.

   d.    Stair Doors:            Natural finish maple veneered wood doors with
                                 painted hollow metal frames.

Tenant Floors (1 through 5)
and Elevator Lobbies (floors 2
through 5)

   a.   Floors                   Concrete ready for Tenant finish.

   b.   Walls:                   All perimeter walls, columns, core walls
                                 (including the elevator cabs, stair wells,
                                 bathrooms, etc.) to have GWB installed with
                                 reveals (primed and sanded, ready for Tenant
                                 paint).

   c.   Ceiling                  GWB Fascia and Soffit [finish taped, sanded and
                                 primed, ready for painting under Tenant
                                 Improvement phase] with building standard
                                 acoustical ceiling insert and 2X2 recessed
                                 indirect fluorescent fixtures (primed and
                                 sanded, ready for Tenant Paint.

   d.   Elevator Fronts/         Stainless steel doors panels and door frames,
        Entries:                 typically throughout.

Restrooms

   a.   Floors:                  Mosaic Floor tile- Shall be 2"X2" unglazed
                                 porcelain tile, one color for the field area
                                 with one color accent tile.

   b.   Base:                    Mosaic Cove Base tile- Shall be 2"X2"
                                 unglazed porcelain tile to match floor field
                                 color, to extend up wall 6", typical.

   c.   Walls:                   Ceramic Wall tile- Shall be nominal 4"X4"
                                 satin glazed ceramic tile, full height on all
                                 wet walls with one [1] color for the field
                                 areas and one [1] color an accent tile. Walls
                                 shall be painted with high quality washable
                                 enamel paint. Full height and width mirrors
                                 over vanity tops with light cove.

   d.   Ceiling:                 Suspended building standard acoustical ceiling
                                 tile.

   e.   Lighting:                Valance style fluorescent strip lighting over
                                 stalls and vanity, with building standard
                                 recessed compact fluorescent downlights in
                                 center of room.
</TABLE>


                                       D-4

<PAGE>

<TABLE>
<S>                              <C>
   f.   Vanity Tops:             Granite, with 4" granite backsplash

   g.   Toilet Partitions:       Ceiling hung, with baked enamel finish.

   h.   Plumbing Fixtures:       Wall hung vitreous china water closet (water
                                 saver type) equal to Kohler, American Standard
                                 or Eljer.

   i.   Toilet Accessories:      Fully recessed accessories in satin finish
                                 stainless steel equal to Bobrick. Lav top
                                 mounted soap dispensers with 4" spout and
                                 liquid soap containers below counter.

Garage

   a.   Floor:                   Concrete slab, finished with paint striping
                                 where applicable.

   b.   Walls:                   Perimeter walls with painted finish, typically.
                                 Core walls with painted concrete masonry units,
                                 cast-in-place concrete and GWB.

   c.   Ceiling:                 Cast-in-place post tensioned concrete.

   d.   Lighting:                24 hour lighting using energy efficient
                                 fluorescent strip fixtures with antenna guards.
                                 Lighting levels shall be 1.5 foot-candle
                                 minimum or greater.

   e.   Graphics:                Complete garage graphics including overhead
                                 signage, wall graphics and directional arrows.

GENERAL                          Gypsum Wall Board ("GWB"): Typical interior
                                 partitions 5/8" GWB on metal studs. GWB
                                 ceilings on metal suspension system. Type X as
                                 required. Moisture resistant at wet and ceramic
                                 tile areas. GWB in Building lobbies and
                                 miscellaneous service rooms.

ELEVATOR SYSTEM                  The Building will be served by two (2) gearless
                                 traction [MRL], 3,500-pound capacity passenger
                                 elevators and one (1) gearless traction [MRL],
                                 4,000 pound capacity Service/passenger "swing
                                 "elevator. The passenger and Service "swing"
                                 elevators shall extend to all floors of the
                                 Building including the garage. The oversized
                                 "swing car" will be finished like the passenger
                                 elevators and provided with removable
                                 protection pads and may be used solely by
                                 passengers during peak demand periods, and both
                                 passengers and service at other times.

                                 1.   The system will include the complete and
                                      workmanlike installation of elevators,
                                      with duplex selective collective
                                      operation.
</TABLE>


                                       D-5

<PAGE>

<TABLE>
<S>                              <C>
                                 2.   The system response time, as measured by
                                      registration of hall calls, will not
                                      exceed 30 seconds during any up-peak
                                      demand with all cars in-group service.

                                 3.   The elevators will be equipped with
                                      proximity card readers that interface
                                      directly with the Building card access
                                      system. The Building card access system
                                      will provide the flexibility to program
                                      access or denial of access to each card
                                      reader based upon one or a combination of
                                      variables, such as days of the year, month
                                      or week, time of day, or an individual
                                      card. The Building security system will be
                                      capable of printing out a record of each
                                      attempted or actual access at any card
                                      reader in the Buildings.

                                 4.   The elevator cabs will be customized
                                      architectural metal wall panels, ceiling
                                      canopies & lighting, handrails; along with
                                      building standard carpet flooring. Cab
                                      supplier shall furnish standard
                                      architectural metal fronts, trims and
                                      accessories.

                                      One (1) car control station will be
                                      provided in each standard cab. One (1) car
                                      control station will be provided in the
                                      service "swing car" cab.

                                      Elevators shall conform to all ADA
                                      requirements. Pads will be provided for
                                      one (1) elevator in the Building (the
                                      "swing car").

                                      Standard cab inside height will be eight
                                      feet (8'). "Swing car" inside height will
                                      be approximately nine feet, six inches (9'
                                      -6").

SECURITY / ACCESS                Per Section 21 of the Lease, Landlord is
                                 providing an allowance of $32,000 for Tenant to
                                 pay for costs associated with Tenant installing
                                 a proximity card key security system
                                 controlling access to all exterior doors
                                 building, garage, and lobby and elevator cabs.
                                 Landlord shall install the conduit to all card
                                 reader locations to allow tenant to install the
                                 necessary cable, card readers, and electrical
                                 power for the security system. Within the
                                 office portion of the building, the locations
                                 for the Landlord installed conduit shall be as
                                 follows, 1) at the outside location of the
                                 level 1 main lobby entry door, 2) at the
                                 loading dock vestibule entering the delivery
                                 foyer, 3) at the double doors exiting the
                                 delivery foyer, 4) all conduit and cable
                                 required for installation of Tenant supplied
                                 card readers in the elevator cabs. The
                                 locations for the card
</TABLE>


                                       D-6

<PAGE>

<TABLE>
<S>                              <C>
                                 readers for the parking garage will be as
                                 follows, 1) at an outside location with close
                                 proximity to the entry roll up door to activate
                                 both the entry roll up door and the electronic
                                 arm on the northern portion of the property, 2)
                                 at the bottom of the exit ramp to activate the
                                 exit electronic arm and roll up door on the
                                 southern portion of the property. 3) at the two
                                 separate door entrances at the elevator lobby
                                 of the parking garage. 4) Landlord shall
                                 install and charge against the Tenant
                                 Improvement Allowance the costs associated with
                                 installing conduit with a rated box and
                                 stub-out above the ceilings at each of the
                                 doors in the main stairwells (Stairwell A & B)
                                 This system shall be compatible with Tenant's
                                 existing card key security system at 401
                                 Elliott Avenue West. Subject to Landlord review
                                 of Tenant of Tenant's existing system.

                                 Landlord shall install roll up gates to secure
                                 the parking garage at both the entry and exit
                                 portions of the building and electronic arms at
                                 both the entry and exit locations within the
                                 parking garage. The roll up garage gates and
                                 electronic arms shall be equipped with a rough
                                 in for the card key readers, including, but not
                                 limited to all required conduit.

                                 All Fire Stair doors shall be furnished with
                                 electric lock sets and electric transfer door
                                 hinges OK

MECHANICAL SYSTEM                The system will be designed and installed to
                                 meet all current codes.

Performance Criteria:            a.   Summer outside temperature at 85 degrees,
                                      system maintains 74 degrees inside.

                                 b.   Winter outside temperature at 17 degrees,
                                      system maintains 70 degrees inside.

                                 c.   Occupant load based on 150 square feet per
                                      person, with people loads calculated 450
                                      but/person, combined sensible and latent.

                                 d.   Ventilation air design at 20 CFM per
                                      person.

                                 e.   Cost-effective heat reclaim technologies
                                      to be applied as required by code.

                                 f.   Provision for "off-cooling" capabilities
                                      of equipment, hydremic riser only.

                                 g.   Rooftop equipment will be installed with
                                      refrigerants to meet
</TABLE>


                                       D-7

<PAGE>

<TABLE>
<S>                              <C>
                                      current CFC requirements.

                                 h.   Toilet exhaust and other "dirty air"
                                      exhausted directly out of Building at
                                      roof. These shafts will be sized to
                                      accommodate exhausting of electrical and
                                      communication rooms.

                                 i.   Mechanical noise levels at the time
                                      Landlord receives the Landlord Shell and
                                      Core Certificate of Occupancy shall be
                                      kept at or below NC 40 with building
                                      standard drop in ceiling throughout.

                                 j.   The basic system shall be designed with
                                      capacity to cool miscellaneous equipment
                                      loads of 3.0 watts per square foot.

HVAC SYSTEM

   a.   Garage:                  Ventilation only to provide exhaust per current
                                 codes

   b.   Building:                VAV Rooftop mounted, air handling packaged
                                 units, two [2] Mammoth AH units total. The
                                 rooftop AH units shall provide a minimum
                                 cooling capacity of one ton / 350 square feet
                                 of floor area, on each floor. Roof curbs,
                                 vibration isolation shall be provided. The
                                 Building's rooftop equipment will have capacity
                                 for handling Tenant miscellaneous equipment as
                                 specified above. The equipment will employ DX
                                 units with multiple refrigeration circuits that
                                 will allow off-hour use in selected areas and
                                 still have the advantage of economizer cooling.
                                 System will provide for a full hundred percent
                                 (100%) outside air economizer when atmospheric
                                 conditions are appropriate. Building HVAC will
                                 be monitored and controlled by a Direct Digital
                                 Control (DDC) energy management and
                                 environmental controls system featuring
                                 individual zone control and after-hours
                                 flexibility. Individual zone terminal boxes
                                 will be "pressure independent," series fan
                                 powered perimeter terminal boxes capable of
                                 multi-staged heating and cooling, with cooling
                                 only terminal boxes for interior zones. The
                                 terminal boxes, control wiring and temperature
                                 sensors will be furnished and installed as part
                                 of Tenant work. As part of the Shell and Core
                                 work, the Landlord shall install all medium
                                 pressure horizontal duct work as required to
                                 service one VAV zone per 1000 useable square
                                 feet.

   c.   HVAC System              The computerized environmental control system
        Operating Hours:         for the equipment will permit an override of
                                 the operating schedule to serve an individual
                                 one or a predefined group of zones, by pushing
                                 a button on the thermostatic sensor.
</TABLE>


                                       D-8

<PAGE>

<TABLE>
<S>                              <C>
PLUMBING                         Plumbing work shall include design installation
                                 of a complete plumbing system for buildings
                                 including all equipment and systems. All
                                 materials installed shall be new and of
                                 commercial quality with the same brand or
                                 manufacturer used for all similar material or
                                 equipment. Color of all fixtures shall be
                                 white, unless otherwise specified. Enamelware
                                 shall be acid resisting throughout. The
                                 following is a partial list of required systems
                                 and services:

                                 a.   Toilet room fixtures as required by all
                                      codes, including ADA.

                                 b.   All roof and overflow drains per code.
                                      Provide floor drains with trap primers in
                                      all toilet rooms.

                                 c.   Back-flow Preventer (BFP) & Pressure
                                      Reducing Valve (PRV).

                                 d.   Drinking fountains shall be furnished as
                                      standard [non-refrigerated] drinking
                                      fountains and per ADA requirements.

                                 e.   All waste and vent piping systems

                                 f.   All plumbing/piping systems are to be
                                      studded outside the building and include
                                      final connections/coordination to
                                      city/local utilities.

                                 g.   Access doors and access panels in finished
                                      walls, floors, or ceiling are required and
                                      shall be unobtrusive.

                                 h.   Strom water piping from roof drains.

                                 i.   Condensate drainage system connected to
                                      all mechanical equipment condensate drain
                                      pans, connected in turn to the building
                                      piping system.

ELECTRICAL SYSTEM FOR THE        The system will be designed and installed to
BUILDING SHELL                   meet all applicable current codes

                                 1.   Incoming power will be provided to the
                                      Building by the local utility ("Utility")
                                      via a transformer installed and maintained
                                      by the Utility. Power will ~then travel
                                      from the transformer vault to the
                                      Building's main service switchgear which
                                      will have multi-level ground-fault
                                      protection and be sized to provide levels
                                      of service, circuit and devices as
                                      outlined below at a service voltage of 480
                                      volts.
</TABLE>


                                       D-9

<PAGE>
<TABLE>
<S>                              <C>
                                 The main Building service configuration will be
                                 a wye, three-phase, four-wire service. In
                                 addition to utility metering, digital owner
                                 meters for maximum demand, voltage and amperes
                                 will be provided at main service switchgear.

                                 A riser busway, or other reliable feeder
                                 system, will carry full service capacity
                                 through each floor's electrical room from the
                                 main switchgear in each Building. Lighting and
                                 small mechanical system motor loads will be
                                 served from high voltage (480v/277v) panels
                                 located on each floor in Building electrical
                                 rooms throughout the Building at Landlord's
                                 expense. Large mechanical loads will be fed
                                 from the main service switchgear.

                                 Low voltage (208v/120v) loads will be served
                                 through Building Shell & Core distribution dry
                                 type, and there will be a mutually agreed upon
                                 charge against the Tenant Allowance to upgrade
                                 to K-13 rated, 112.5 KVA transformers with
                                 200% secondary neutral in feeders and panels.
                                 Landlord shall also provide one (1) electrical
                                 circuit panel board, with capacity only for 42
                                 20 amp circuit breakers and feed through lugs
                                 located on each floor at Landlord's expense.
                                 Block out openings will be provided by Landlord
                                 in the north and west concrete walls of the
                                 electrical room on floors 1 through 5. The
                                 block out openings shall be sufficient in size
                                 to allow for the installation of electrical
                                 conduit to distribute electrical power to
                                 approximately one half of the floor area on
                                 each floor.

Electrical Power Capacity:       Landlord shall provide main (480V/277V)
                                 Building electrical service capacity (amperage)
                                 to satisfy Tenant's reasonable electrical
                                 requirements. The main building electrical
                                 service capacity is designed to provide at
                                 least 18 watts per square foot of useable area
                                 plus an additional three (3) watts per square
                                 foot to accommodate Tenant's electrical needs.

                                 All electrical work necessary to install
                                 Tenant's (208V/120V) electrical outlets, and
                                 connect them to the main building electrical
                                 service and Building Shell & Core (208V/120V)
                                 circuit panels shall be provided for under
                                 Tenant Work.

Lighting:                        a.   Lighting unit power density in Building
                                      common and office areas will comply with
                                      current energy code using energy efficient
                                      lighting lamp and ballast technology.
                                      Offices are currently allowed 1.0 watts
                                      per gross square foot of area.
</TABLE>


                                      D-10

<PAGE>

<TABLE>
<S>                              <C>
                                 b.   All interior lighting will be fluorescent
                                      fixtures of high quality and various
                                      architectural types (e.g. recessed, wall
                                      sconces, troffer style, etc.). Exterior
                                      lighting will be HID (High Intensity
                                      Discharge) type. Electronic or energy
                                      efficient ballasts will be utilized in all
                                      fixtures.

                                      Tenant shall provide its own lighting
                                      fixtures in the office areas, through its
                                      Tenant Work Allowance.

Communications and Data          a.   Stacked dedicated, data/telephone closets
Considerations                        and sleeve access between floors (planned
                                      floor penetrations) and to the roof for
                                      data and communication lines.

                                 b.   Provide access only for electrical service
                                      to the roof for power to Tenant's
                                      communication devices.

                                 c.   Separate "isolated ground" wire for
                                      sensitive electrical, data and
                                      communications devices. Access available
                                      at all floors. Building grounding system
                                      will not exceed five (5) to ground.

                                 d.   Access to perimeter wall areas for
                                      electrical, phone and data outlets, to be
                                      furnished and installed by Tenant, shall
                                      be coordinated in accordance with the
                                      Shell and Core construction schedule.

                                 e.   Landlord shall furnish and install four
                                      (4) four (4) inch sleeves at the northern
                                      portion of the foundation at a location to
                                      be mutually agreed upon by Tenant and
                                      Landlord. Tenant shall provide the
                                      location to Landlord no later than October
                                      27, 2006. The sleeves shall allow
                                      underground communication conduits to
                                      provide connectivity between the Tenant's
                                      existing offices at 401 Elliott Ave West
                                      and the Tenant's new offices at 333
                                      Elliott Ave West. It will be Landlords
                                      responsibility to secure all necessary
                                      approvals, permits, easements, right of
                                      ways, or any other government approvals
                                      necessary to allow Landlord to install
                                      such communications conduits. Landlord and
                                      Tenant shall use their best efforts to
                                      work with the necessary government
                                      agencies to establish the right to install
                                      the underground conduit to connect 333
                                      Elliott Ave. West and 401 Elliott Ave.
                                      West. Tenant will be responsible for the
                                      costs associated with installing the
                                      communications conduits.

                                 f.   Generic alarm monitoring of mechanical
                                      equipment capability in the event of power
                                      or equipment failure. Critical equipment
                                      will be furnished with contacts only, the
                                      Tenant will furnish a modem to relay
                                      trouble alarms to a PC purchased by Tenant
                                      and located on the premises.
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                                      D-ll

<PAGE>

<TABLE>
<S>                              <C>
Emergency Power                  a.   Shell and Core emergency lighting and
                                      other fire life safety code related
                                      systems shall be powered by code approved
                                      emergency generator power supply.

FIRE PROTECTION AND LIFE         1.   Fire sprinkler system will be individually
SAFETY SYSTEMS                        valved and aligned on each floor.

                                 2.   The system shall be equipped with
                                      monitoring devices for 24- hours per day,
                                      seven days per week monitoring by a UL
                                      approved central monitoring station for
                                      smoke, water flow and valve tampering. The
                                      monitoring service shall be an operating
                                      cost.

                                 3.   Fire rated doors, smoke detectors, heat
                                      detectors, alarm systems, fire
                                      extinguishers, fire hose cabinets,
                                      standpipes and other such devices will be
                                      provided as required by code for Building
                                      Shell and Core and common areas. A central
                                      fire alarm system capable of supplying an
                                      ADA approved system throughout the
                                      Building will be provided.

                                 All fire safety equipment including sprinklers,
                                 horns and strobes to be installed by Tenant to
                                 meet tenant's space plan.

BUILDING STANDARD                The following improvement work shall be
OFFICE AREA FINISHES             provided by Landlord as part of its Shell and
INCLUDED WITH THE                Core work.
BUILDING SHELL
                                 1.   Electrical (480V/277V) service distributed
                                      to each floor set within the building core
                                      with Low voltage (208v/120v) loads to be
                                      served throughout the building shell and
                                      core distribution by dry type transformers
                                      and two (2) 42 circuit electrical panel
                                      boards. Per a mutually agreed upon charge
                                      against the Tenant Allowance, Landlord
                                      will upgrade the Landlord supplied low
                                      voltage (208v/120v) system to a K-13 rated
                                      112.5 Kva transformer with 200% secondary
                                      neutral in feeders and panels. One (1) 42
                                      circuit 120V/208V panel with feed through
                                      lugs. Branch circuit wiring to be
                                      accomplished under Tenant work. (See
                                      Electrical System specification above).

                                 2.   Aluminum windowsills, aluminum sill
                                      extensions and aluminum window head.

                                 3.   All perimeter walls, columns, core walls
                                      (including the elevator cabs, stair wells,
                                      bathrooms, etc.) to have GWB installed
                                      with reveals (primed and sanded, ready for
                                      Tenant paint).

                                 4.   Sprinkler heads and any fire and life
                                      safety equipment installed in
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                                      D-12

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<S>                              <C>
                                      Building Shell and Core work in accordance
                                      with governing code for unoccupied space.

                                 5.   Base HVAC system installed and operating,
                                      including main riser duct distribution on
                                      to each floor including, the horizontal
                                      medium pressure duct as required to
                                      service one (1) zone per 1,000 USF

                                 6.   Common area fire alarms, smoke detectors
                                      and exit lights installed per code and in
                                      compliance with the ADA.

                                 7.   All building restroom facilities, and
                                      exterior spaces shall be finished in
                                      accordance with governing codes and
                                      ordinances as a part of the Building Shell
                                      and Core.

                                 8.   Shell and Core floors shall be flat and
                                      level in accordance with the industry
                                      standards for the type and location of the
                                      installation.

                                 9.   Levelor 1" blinds purchased and installed
                                      by Landlord with the cost of same ($0.25
                                      per square foot of NRA) charged against
                                      the Tenant's improvement allowance.
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                                      D-13

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                                    EXHIBIT E
                                       TO
                             OFFICE LEASE AGREEMENT

                            PLANS AND SPECIFICATIONS

1.   PLANS: "333 Elliott Avenue Seattle, Washington - General Contractor Review/
     VE Revision Set 7/18/06". By Curtis Beattie & Associates Architects Rev. #9
     7/05/06

2.   SPECIFICATIONS: "333 Elliott Outline Specifications" Bid Issue January 23,
     2006. By Curtis Beattie & Associates Architects, Ltd., P.S.