Exhibit 10.1


    
      
        

      
 AGREEMENT
      OF LEASE

    
      (Southcenter
        South Industrial Park)

      


      THIS
        AGREEMENT OF LEASE IS MADE as of September __,
        2005,
        between THE
        TRUSTEES UNDER THE WILL AND OF THE ESTATE OF JAMES CAMPBELL,
        DECEASED,
        acting
        in their fiduciary and not their individual capacities ("Landlord"),
        and
ZONES,
        INC.,
        a
        Washington corporation ("Tenant").

      


      Landlord
        hereby leases to Tenant and Tenant hereby leases from Landlord, the Premises,
        for the Term, commencing on the Commencement Date, subject to the terms,
        covenants, conditions and provisions of this Lease.

      


      1.            
        DEFINITIONS.
        Whenever used in this Lease, the following terms shall have the meanings
        indicated below:

      


      1.1  Additional
        Rent.
        The
        Common Area Rent, Tax Rent, and all other amounts, except Fixed Rent, payable
        by
        Tenant under this Lease.

      


      1.2  Brokers.
        Wilma
        Warshak of Colliers International represented the Landlord ("Landlord's
        Broker"),
        and
        Michael A. Hemphill of The Andover Company, Inc. represented Tenant
        ("Tenant's
        Broker").

      


      1.3  Building.
        The
        improvements known as Southcenter South Industrial Park, Glacier Building
        (the
        "Building")
        located at 6540 Glacier Street, in Tukwila, Washington, and with an agreed
        area
        of 82,172 square feet as shown on Exhibit
        A,
        plus
        the Building Parcel. 

      


      1.4  Building
        Parcel.
        The
        land described on Exhibit
        B
        attached
        and any other parcels of land at any time designated by Landlord to be added
        thereto (but only so long as such designation remains unrevoked) which are,
        or
        are to be, used for or in conjunction with the Building, including, but not
        limited to, parking areas, landscaping and all improvements to any such
        parcels.

      


      1.5  Commencement
        Date.
        October
        15, 2005 or the date determined as provided in Section 2.2.

      


      1.6  Common
        Areas.
        As
        defined in Section 4.1.

      


      1.7  Fixed
        Rent.
        The
        Fixed Rent will be as set forth below and will be payable in monthly
        installments (see Section 3).

      


      
        	
                MONTHS

              	
                MONTHLY
                  INSTALLMENT

              
	
                1-3

              	
                $12,300
                  per month

              
	
                4-7

              	
                $0.00
                  per month

              
	
                8-36

              	
                $12,300
                  per month

              
	
                37-64

              	
                $13,776
                  per month

              


      

      


      1.8  Floor
        Loading Limit.
        An
        average load on the slab of 250 pounds per square foot.

      


      1.9  Governmental
        Authority.
        The
        United States, the State of Washington, and any political subdivision thereof
        or
        any local public or quasi-public authority, agency, department, commission,
        board, bureau or instrumentality of any of them including, with respect to
        matters pertaining to insurance, rating bureaus or insurance carriers to
        the
        extent they have power to impose conditions on the issuance of policies or
        the
        coverage thereof.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      1.10  Governmental
        Requirements.
        Any
        law, ordinance, code, order, rule or regulation of any Governmental
        Authority.

      


      1.11  Landlord.
        The
        party named as Landlord herein until a sale, transfer or lease, and thereafter
        the Person or Persons, collectively, who shall, for the time being, be liable
        for the obligations of Landlord under the provisions of Section 6.3 of this
        Lease.

      


      1.12  Necessary
        Approvals.
        Any
        permit, license, certificate or approval or other evidence of compliance
        with
        any Governmental Requirements necessary to the lawful occupancy of the Premises
        and the issuance of the insurance required to be carried hereunder for the
        Permitted Uses.

      


      1.13  Notice
        Address.

      


      
        	
                Landlord:

              	
                The
                  Estate of James Campbell

              
	 	
                Attn:
                  President, Real Estate 

              
	 	
                Investment
                  Management

              
	 	
                425
                  California Street, Suite 1000

              
	 	
                San
                  Francisco, California 94104

              
	 	 
	
                With
                  copy to Managing Agent:

              	
                Mr.
                  John Wanamaker

              
	 	
                GVA
                  Kidder Mathews

              
	 	
                12886
                  Interurban Ave S.

              
	 	
                Tukwila,
                  WA 98168

              
	 	 
	
                Tenant:

              	
                Zones,
                  Inc. 

              
	 	
                1102
                  15th Street SW, Suite 102 

              
	 	
                Auburn,
                  WA 98001-6509

              
	 	
                Attn:
                  Ronald McFadden, CFO

              


      

      


      1.14  Office
        Park.
        Southcenter South Industrial Park as legally described in the Protective
        Covenants.

      


      1.15  Permitted
        Uses.
        Office
        and warehouse but specifically excluding public warehousing, truck terminals,
        custom houses and container terminals.

      


      1.16  Person.
        A
        natural person, firm, partnership, association, corporation or limited liability
        company, as the case may be.

      


      1.17  Premises.
        Suite
        160 in the Building with an agreed area of approximately 26,943 square feet
        as
        shown on Exhibit
        A.

      


      1.18  Prepaid
        Rent.
        $15,260.00, payable upon the full execution of this Lease, to be applied
        to the
        Fixed Rent and Additional Rent payable for the first full month of the Lease
        Term that such sums are due payable by Tenant pursuant to this
        Lease.

      


      1.19  Protective
        Covenants.
        Declaration of Protective Covenants recorded in the official records of King
        County, Washington under Recording No. 7704210775, as now or hereafter
        amended.

      


      1.20  Rent.
        The
        Fixed Rent and the Additional Rent.

      


      1.21  Security
        Deposit.
        Not
        applicable.

      


      1.22  Tenant's
        Pro Rata Share.
        32.79%.

      


      1.23  Term.
        Sixty-four (64) full calendar months unless earlier terminated pursuant to
        this
        Lease.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                Exhibit
                  A

              	
                -

              	
                Floor
                  Plan of Premises

              


      

      
        	
                Exhibit
                  B

              	
                -

              	
                Legal
                  Description of Building Parcel

              


      

      
        	
                Exhibit
                  C

              	
                -

              	
                Tenant
                  Improvements

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      2.            
        CONSTRUCTION--COMMENCEMENT
        DATE.

      


      2.1  Landlord's
        Work.

      


      2.1.1  Landlord
        shall perform certain work in preparing the Premises for occupancy by Tenant
        all
        as set forth in Exhibit C and in this section ("Tenant
        Improvements").

      


      2.1.2  If
        Tenant
        desires improvements beyond the Tenant Improvements set forth in Exhibit
        C, and
        Landlord
        and
        Tenant agree as to further additional work, Tenant shall, within five (5)
        days
        after written demand, pay to Landlord as Additional Rent, the agreed upon
        cost
        and expense to Landlord of supplying and installing such additional work,
        materials and installations (including sales tax and design fees), plus ten
        percent (10% of such cost and expense for Landlord's overhead, less a credit
        equal to the cost to Landlord of materials specified in Exhibit C (if any)
        for
        which substitutes were installed at Tenant's request.

      


      2.1.3  Landlord
        shall perform the Tenant Improvements, provided, however, that Landlord shall
        have the right on an on-going basis to make any changes required by any
        Governmental Authority. Landlord shall perform work only once, it being
        understood that Landlord's obligation to perform the work with respect to
        Tenant
        Improvements is a single, non-recurring obligation.

      


      2.1.4  Tenant
        will be permitted entry into the Premises on September 19, 2005 for the purpose
        of installing data and telephone cabling and wires, installation of warehouse
        racking, installation of office work stations and any other needed preparation
        of the Premises for occupancy by Tenant or for any other purpose permitted
        by
        Landlord; provided, however, that such early entry will be at Tenant's sole
        risk
        and subject to all the terms and provisions of this Lease as though the
        Commencement Date had occurred, except for the payment of Fixed Rent and
        Additional Rent, which will commence on the Commencement Date. Tenant will
        not
        interfere with or delay Landlord's performance of the Tenant Improvements.
        All
        rights of Tenant under this Section 2.1.4 will be subject to the requirements
        of
        all applicable building codes and zoning requirements. Tenant may use its
        own
        contractors for the installation of warehouse racking and office data and
        telephone cabling.

      


      
        
          2.2          
            Commencement
            Date.

        

      

      


      2.2.1  The
        Commencement Date listed in Section 1 of this Lease represents an estimate
        of
        the actual Commencement Date. The actual Commencement Date shall be the first
        to
        occur of the following events: (i) three (3) days after Landlord notifies
        Tenant
        the Premises are available for Tenant's occupancy in the condition required
        pursuant to Section 2.1 of this Lease, or (ii) the date on which Tenant takes
        possession of the Premises for purposes other than completing tenant
        improvements. If the Commencement Date is later than the estimated Commencement
        Date specified in Section 1 above, this Lease shall not be void or voidable.
        If
        the Commencement Date is a day other than the first day of the calendar month,
        unless otherwise agreed in writing by Landlord and Tenant, the Term shall
        not
        commence until the first day of the first calendar month staring after the
        Commencement Date, however all of the other terms and conditions of this
        Lease
        (including those regarding the payment of rent) shall be applicable on the
        Commencement Date. 

      


      2.2.2  Tenant
        waives any damages which may result from any delay in the substantial completion
        of the work described in Section 2.1 or delivery of possession of the Premises.
        If Tenant takes possession of the Premises prior to the Commencement Date
        for
        the purpose of doing business in the Premises, Tenant's obligation to pay
        Rent
        hereunder and to observe and perform all other conditions and agreements
        hereunder with respect to the Premises shall commence on such earlier date
        of
        taking possession of the Premises. Notwithstanding the foregoing, Tenant
        shall
        not take possession of the Premises prior to the Commencement Date for such
        purposes without Landlord's written permission.

      


      2.2.3  In
        the
        event that substantial completion of the Tenant Improvements is delayed by
        reason of delays caused or occasioned by Tenant, this Lease shall commence
        on
        the date that this Lease would have commenced had not the completion of Tenant
        Improvements been so delayed by the Tenant, as reasonably determined by
        Landlord.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      2.2.4  The
        taking of possession of the Premises by Tenant shall be deemed an acceptance
        of
        the Premises and substantial completion by Landlord of the Tenant
        Improvements.

      


      2.2.5  Promptly
        after the Commencement Date, Landlord shall complete and send to Tenant the
        Verification Letter attached to this Lease as Exhibit
        D.
        Tenant
        shall execute and return the Verification Letter to Landlord within fifteen
        (15)
        days of receipt.

      


      2.3  Ownership
        of Improvements.
        All
        installations, alterations, additions, improvements, fixtures and other property
        which are now or at any time hereafter attached to, or located upon the
        Premises, made or installed by either party, including all pipes, ducts,
        conduits, wiring, paneling, decorations, partitions, railings, mezzanine
        floors,
        galleries and the like, shall be and remain the property of Landlord and
        shall
        remain upon and be surrendered with the Premises as a part thereof at the
        expiration or sooner termination of the Term in accordance with Exhibit
        C
        attached
        to this Lease. None of the foregoing shall be deemed to include any of Tenant's
        furniture, trade fixtures and personal property which are removable without
        damage to the Premises. To the extent Tenant is required to remove any
        improvements made by Tenant to the Premises upon the expiration or sooner
        termination of the Term, Landlord will notify Tenant of such removal requirement
        at the time Landlord approves the installation of any such
        improvements.

      


      2.4  
Option
        to Extend Term.

      


      2.4.1  Landlord
        grants to Tenant one (1) Option (the "Option")
        to
        extend the Term for an additional term of five (5) years (the "Extension"),
        on
        the same terms, conditions, and covenants set forth in the Lease, except
        as
        provided below. The Option shall be exercised only by written notice delivered
        to Landlord at least one hundred eighty (180) days prior to the expiration
        of
        the Term. If Tenant fails to deliver to Landlord written notice of the exercise
        of an Option within the prescribed time period, such Option shall lapse,
        and
        there shall be no further right of Tenant to extend the Term. The Option
        shall
        be exercisable by Tenant only upon the express conditions precedent that,
        at all
        times prior to the commencement of such Extension, (a) Tenant has not been
        and
        shall not be in default under any of the provisions of the Lease, and (b)
        the
        Lease shall be in full force and effect. The foregoing Option is personal
        to
        Tenant and may not be exercised by any assignee or subtenant of
        Tenant.

      


      2.4.2  The
        Fixed
        Rent shall be increased on the first day of the Extension to the "Fair
        Rental Value of the Premises"
        (as
        defined below), determined in the following manner:

      


      (a)  Landlord
        and Tenant shall endeavor in good faith upon Tenant's exercise of the Option
        to
        agree upon the Fair Rental Value of the Premises. If Landlord and Tenant
        have
        not been able to agree on the Fair Rental Value of the Premises within thirty
        (30) days after Tenant's exercise of the Option, the Fixed Rent for the
        Extension shall be determined as follows: within forty five (45) days following
        the exercise of the Option, Landlord and Tenant shall endeavor in good faith
        to
        agree upon a single appraiser. If Landlord and Tenant are unable to agree
        upon a
        single appraiser within the 45 day period, each shall then, by written notice
        to
        the other, within ten days after the 45 day period, appoint one appraiser.
        Within ten (10) days after the two appraisers are appointed, the two appointed
        appraisers shall appoint a third appraiser. If either Landlord or Tenant
        fails
        to appoint its respective appraiser within the prescribed time period, the
        single appraiser appointed shall determine the Fair Rental Value of the
        Premises. If the two appointed appraisers fail to agree on the third appraiser,
        the third appraiser shall be appointed by the then-president of the Seattle,
        Washington Chapter of the Appraisal Institute. Each party shall bear the
        cost of
        the appraiser appointed by it, and the parties shall share equally the cost
        of
        the third appraiser.

      


      (b)  The
        term
        "Fair
        Rental Value of the Premises"
        shall
        mean the rent that a ready and willing tenant would pay, at the time of the
        commencement of the Extension, as monthly Fixed Rent to a ready and willing
        lessor of property comparable to the Premises, if such property were exposed
        for
        lease on the open market for a reasonable period of time, and taking into
        account all of the purposes for which such property may be used, and not
        just
        the use proposed to be made of the property by Tenant. Currently, 6,000 square
        feet of the Premises is built out as office space. If, at the time of the
        Extension, Tenant is using only 4,000 square feet of the office space within
        the
        Premises as office space, then the Fair Rental Value of the Premises will
        be
        calculated based on the use of 2,000 square feet of the office space within
        the
        Premises as warehouse space. If, however, Tenant is using more than 4,000
        square
        feet of office space as office space, the Fair Rental Value of the Premises
        will
        be calculated using office rental rates for the full 6,000 square feet. The
        Fair
        Rental Value of the Premises shall be the average of the two of the three
        appraisals which are closest in amount, and the third appraisal shall be
        disregarded. In no event shall the Fixed Rent be reduced by reason of such
        computation. If the Fair Rental Value of the Premises is not determined prior
        to
        the commencement of the Extension, then Tenant shall continue to pay to Landlord
        the Fixed Rent applicable to the Premises immediately prior to the Extension,
        until the Fair Rental Value of the Premises is determined, and when it is
        determined, Tenant shall pay to Landlord within ten (10) days after receipt
        of
        written notice the difference between the Fixed Rent actually paid by Tenant
        to
        Landlord and the new Fixed Rent determined under this Section 2.4.



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      3.            
        RENT.

      


      3.1        
        Payment.
        All
        Rent shall be paid in lawful money of the United States which shall be legal
        tender in payment of all debts and dues, public and private, at the time
        of
        payment, at the address of Landlord set forth in this Lease or at such other
        place as Landlord in writing may designate, without any set-off or deduction
        whatsoever and without any prior demand therefor.

      


      3.2         
        Fixed
        Rent.
        Tenant
        shall pay the annual Fixed Rent in equal monthly installments in advance
        on the
        first day of each calendar month included in the Term. 

      


      3.3         
        Tax
        Rent.

      


      3.3.1       
        Definitions.
        In
        addition to the Fixed Rent, Tenant shall pay to Landlord, Tenant's Pro Rata
        share of Real Property Taxes ("Tax
        Rent"),
        utilizing the following definitions:

      


      (a)  "Real
        Property Taxes"
        shall
        mean real and personal property taxes, LID's, assessments, and other
        governmental impositions and charges of every kind and nature, now or hereafter
        imposed, including surcharges with respect thereto, which may during the
        Term of
        this Lease be levied, assessed, imposed, or otherwise become due and payable
        with respect to the Building, including Tenant Improvements, and including
        the
        Building Parcel and all improvements, fixtures, and equipment thereon, or
        the
        use, occupancy or possession thereof; taxes on Property of Tenant (as described
        in subsection 3.3.4) which have not been paid by Tenant directly to the taxing
        authority; costs and expenses, including costs of appraisers, attorneys and
        consultants incurred in negotiating, reviewing or appealing any taxes; and
        any
        taxes levied or assessed in addition to, in lieu of, or as a substitute for,
        in
        whole or part, taxes now levied or assessed or any other tax upon owning,
        leasing or rents receivable by Landlord from the Building, but not including
        any
        federal or state income tax imposed on Landlord. Real Property Taxes will
        not
        include business and occupation taxes paid by Landlord unless such taxes
        are
        substituted for or otherwise replace real property taxes to be paid by Landlord
        with respect to the Building, the Tenant Improvements or the Building
        Parcel.

      


      (b)  "Tenant's
        Share of Real Property Taxes"
        shall
        mean the amount of Real Property Taxes payable during any calendar year by
        Landlord multiplied by Tenant's Pro Rata Share.

      


      3.3.2  Additional
        Rent for Estimated Tenant's Share of Real Property Taxes.
        Each
        year Landlord shall furnish Tenant with a written statement setting forth
        the
        estimate of Tenant's Share of Real Property Taxes for such calendar year.
        One-twelfth (1/12) of such amount shall be Additional Rent payable by Tenant
        with installments of Fixed Rent. Until Landlord provides Tenant with the
        written
        statement provided for above in this paragraph, Tenant shall continue to
        pay
        Tenant's Share of Real Property Taxes in the monthly amount specified in
        the
        last such written statement given to Tenant by Landlord. If during a calendar
        year Landlord obtains information regarding Real Property Taxes which alters
        Landlord's prior estimates of Tenant's Share thereof, by written notice to
        Tenant, Landlord may adjust the amount due from Tenant under this Section
        3.3.2
        during the balance of that calendar year to reflect such new information.
        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.3.3  Actual
        Real Property Taxes.
        After
        the close of each calendar year or portion thereof, Landlord shall deliver
        to
        Tenant a written statement setting forth the Tenant's Share of Real Property
        Taxes during the preceding calendar year. If Tenant's Share of Real Property
        Taxes for any calendar year exceeds the estimated Tenant's Share of Real
        Property Taxes determined as provided in the preceding subsection 3.3.2,
        Tenant
        shall pay the amount of such excess to Landlord as added Additional Rent
        within
        thirty (30) days after receipt of such statement by Tenant. If such statement
        shows such amount to be less than the amount paid by Tenant to Landlord pursuant
        to the preceding subsection 3.3.2, then the amount of such overpayment shall
        be
        credited by Landlord to the next due Rent payable by Tenant; however, upon
        the
        expiration or sooner termination of the Term, if Tenant has otherwise complied
        with all other terms and conditions of this Lease, Landlord shall refund
        any
        unpaid excess to Tenant.

      


      3.3.4  Personal
        Property Taxes.
        Tenant
        shall pay, prior to delinquency, all Personal Property Taxes payable with
        respect to all Property of Tenant located on the Premises or the Building
        and
        promptly upon request of Landlord shall provide written proof of such payment.
        As used herein, "Property
        of Tenant"
        shall
        include all improvements, fixtures and equipment which are paid for or owned
        by
        Tenant. "Personal
        Property Taxes"
        shall
        include all property taxes assessed against the Property of Tenant, whether
        assessed as real or personal property.

      


      3.3.5  Real
        Property Tax Proceedings.
        In the
        event Landlord shall obtain a tax refund as a result of Real Property Taxes
        reduction proceedings or other proceedings of similar nature, then Tenant
        shall,
        provided Tenant is not then in default, and after the final conclusion of
        all
        appeals or other remedies, be entitled to the net refund of Real Property
        Taxes
        obtained based upon Real Property Taxes paid by Tenant which is the subject
        of
        the refund. As used herein, the term "net
        refund"
        means
        the refund plus interest, if any, thereon, paid by the Governmental Authority
        less appraisal, engineering, expert testimony, attorney, printing and filing
        fees and all other costs and expenses of the proceeding. Tenant shall not
        have
        the right to institute or participate in any such proceedings without the
        consent of Landlord, it being understood that the commencement, conduct,
        and
        settlement thereof shall be determined by Landlord. To the extent Tenant
        is
        entitled to any net refund, Landlord shall pay Tenant such net refund within
        ninety (90) days after Landlord's receipt of such net refund.

      


      3.4          
        Common
        Area Rent.

      


      3.4.1  Definitions.
        In
        addition to the Fixed Rent, Tenant shall pay to Landlord as Additional Rent,
        Tenant's Pro Rata Share of Common Area Operating Costs ("Common
        Area Rent"),
        using
        the following definitions:

      


      (a)  "Common
        Area Operating Costs"
        shall
        mean (1) the pro rata portion, allocated on the basis of the ratio which
        the
        area of the Building Parcel bears to the then area of the Office Park, of
        the
        expenses of the operation, maintenance and repair of the Common Areas of
        the
        Office Park in accordance with the Protective Covenants, (2) insurance premiums
        for insurance carried by Landlord on the Building or the Building Parcel,
        (3)
        the cost of landscape maintenance on the Building Parcel and periodic painting
        and repair of the exterior of the surface of the Building, (4)
        repair and maintenance of the roof of the Building (including the roof membrane
        and exterior of the Building), and (5)
        all
        expenses paid or incurred by Landlord for maintaining, operating and repairing
        the Common Areas (as defined in (b) through (e) of Section 4.1), the Building
        and the Building Parcel and the equipment and personal property used in
        conjunction therewith, including, without limitation, the costs of compliance
        with Governmental Requirements, the costs of refuse collection, water, sewer,
        electricity, and other utilities services, supplies and cleaning services,
        services of independent contractors, compensation (including employment taxes
        and fringe benefits) of all persons who perform duties in connection with
        the
        operation, maintenance and repair of the Common Areas and its equipment,
        the
        maintenance and repair of parking areas, curbs, landscaping, lighting and
        outdoor facilities, licenses, permits and inspection fees, taxes, liability
        insurance for the Office Park including the Building, property management
        fees,
        legal and accounting expenses and any other expense or charge whether or
        not
        hereinabove described which in accordance with generally accepted accounting
        and/or property management practices would be considered an expense of
        maintaining, operating or repairing the Common Areas, the Building or the
        Building Parcel, excluding:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (1)  Costs
        of
        any special services rendered to individual tenants (including Tenant) for
        which
        a special charge is made; and

      


      (2)  Real
        Property Taxes (as defined in Section 3.3 of this Lease).

      


      (3)  Repairs
        required to be made by Landlord at
        Landlord's expense
        pursuant
        to Section 6.1.

      


      (b)          
        "Actual
        Costs"
        shall
        mean the actual expenses paid or incurred by Landlord for Common Area Operating
        Costs during any calendar year of the term hereof.

      


      (c)           "Actual
        Costs Allocable to the Premises"
        shall
        mean Actual Costs multiplied by Tenant's Pro Rata Share.

      


      (d)          
        "Estimated
        Costs Allocable to the Premises"
        shall
        mean Landlord's estimate of Actual Costs Allocable to the Premises to be
        given
        by Landlord to Tenant pursuant to subsection 3.4.2 below.

      


      (e)           
        If
        during
        any year, the Building is less than fully occupied, then, for purposes of
        calculating Tenant's Pro Rata Share of Common Area Operating Costs for that
        year, the amount of expenses that fluctuate with Building occupancy shall
        be
        imputed to be the amount which, in Landlord's reasonable estimation, they
        would
        have been had the Building been fully occupied for that entire
        year.

      


      3.4.2  Additional
        Rent for Estimated Costs.
        Each
        year Landlord shall furnish Tenant a written statement of the Estimated Costs
        Allocable to the Premises for such calendar year: One-twelfth (1/12) of such
        amount shall be Additional Rent payable by Tenant with installments of Fixed
        Rent. Until Landlord provides Tenant with the written statement provided
        for
        above in this paragraph, Tenant shall continue to pay the amount of the
        Estimated Costs Allocable to the Premises specified in the last such written
        statement given to Tenant by Landlord. If during a calendar year Landlord
        obtains information regarding Common Area Operating Costs which alters
        Landlord's prior estimate of the Estimated Costs Allocable to the Premises,
        by
        written notice to Tenant, Landlord may adjust the amount due from Tenant
        under
        this Section 3.4.2 during the balance of that calendar year to reflect such
        new
        information. Estimated Costs Allocable to the Premises will not include business
        and occupation taxes unless such taxes are substituted for or replace real
        property taxes to be paid by Landlord.

      


      3.4.3  Actual
        Costs.
        After
        the close of each calendar year or portion thereof, Land-lord shall deliver
        to
        Tenant a written statement setting forth the Actual Costs Allocable to the
        Premises during the preceding calendar year. If such costs for any calendar
        year
        exceed Estimated Costs Allocable to the Premises paid by Tenant to Landlord
        pursuant to the preceding subsection 3.4.2, Tenant shall pay the amount of
        such
        excess to Landlord as Additional Rent within thirty (30) days after receipt
        of
        such statement by Tenant. If such statement shows such costs to be less than
        the
        amount paid by Tenant to Landlord pursuant to the preceding subsection 3.4.2,
        then the amount of such overpayment by Tenant shall be credited by Landlord
        to
        the next succeeding installment of Rent payable by Tenant; however, upon
        the
        expiration or sooner termination of the Term, if Tenant has otherwise complied
        with all of the terms and conditions of this Lease, Landlord shall refund
        the
        excess to Tenant within ninety (90) days.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      3.5  End
        of
        Term.
        If this
        Lease shall terminate on a day other than the last day of a calendar year,
        the
        amount of any adjustment between Estimated and Actual Costs Allocable to
        the
        Premises and Tenant's Share of Real Property Taxes with respect to the calendar
        year in which such termination occurs shall be prorated on the basis which
        the
        number of days from commencement of such calendar year to and including such
        termination date bears to 365; and any amount payable by Landlord to Tenant
        or
        Tenant to Landlord with respect to such adjustment shall be payable within
        thirty (30) days after delivery by Landlord to Tenant of the statement of
        such
        adjustment with respect to such Lease Year.

      


      3.6  Additional
        Rent.
        Unless
        another time shall be herein expressly provided, Additional Rent shall be
        due
        and payable on demand or together with the next succeeding installment of
        Fixed
        Rent, whichever shall first occur; and Landlord shall have the same remedies
        for
        failure to pay the Additional Rent as for a non-payment of Fixed
        Rent.

      


      3.7  Rent
        for a Partial Month.
        For any
        portion of a calendar month included at the beginning or end of the Term,
        Tenant
        shall pay 1/30th of each monthly installment of Rent for each day of such
        portion, payable in advance at the beginning of such portion.

      


      3.8  Interest;
        Late Charges.
        If
        Tenant fails to pay Rent within five (5) days of the due date, a late charge
        equal to the greater of $50.00, or five percent (5%) of the unpaid amount,
        shall
        be assessed and be immediately due and payable by Tenant. In addition, from
        and
        after ten (10) days after the due date of any payment of Rent, interest shall
        accrue thereon at the rate of the lesser of 1-1/2% per month or the maximum
        rate
        permitted by law.

      


      3.9  Sales
        Tax.
        Tenant
        shall pay any sales, use, occupancy, value added (if the value added is not
        in
        lieu of Real Property Taxes as described in Section 3.3) or similar tax now
        or
        hereafter levied or imposed in connection with the Rent payable by Tenant,
        but
        not including any federal, state or local income tax or business and occupation
        tax imposed upon Landlord.

      


      4.   COMMON
        AREAS.

      


      4.1  Common
        Areas.
        Landlord hereby grants to Tenant a nonexclusive license in common with Landlord
        and with others to use for the purposes permitted under this Lease: (a) the
        common areas of the Office Park as defined in the Protective Covenants for
        ingress and egress to the Premises, (b) the hallways, lobby, if any, and
        such
        public conveniences of the Building as may from time to time be designated
        by
        Landlord, (c) the parking lot and parking area serving the Building, (d)
        private
        streets and roads serving the Premises, and (e) any other areas or improvements
        in or around the Building or Building Parcel, including all exterior lighting,
        now or hereafter to be used in common by or for the common benefit of Landlord
        and the tenants of the Building or other buildings. The items set forth in
        (a)
        through (e) above are collectively referred to as "Common
        Areas".
        Notwithstanding any of the provisions herein contained, Landlord shall retain
        a
        nonexclusive right to the use of the Common Areas and all other parts of
        the
        Office Park. No schedule, exhibit, sketch, plan, drawing, rendering, brochure,
        flyer, or the like shall be deemed to create a warranty, representation or
        agreement on the part of Landlord that the Office Park or the Building will
        be
        or will continue to be exactly as indicated thereon, and Landlord reserves
        the
        right to (i) increase, reduce or change the number, type, size, location,
        elevation, nature and use of any of the Common Areas in the Office Park,
        and
        (ii) make changes, additions, alterations, or improvements in or to the Common
        Areas or the Office Park (including additional buildings), and (iii) dedicate
        all or any part of the Common Areas or the Office Park to any Governmental
        Authority having jurisdiction. Subject to occasional temporary closures
        necessary for any work within the Common Areas, Landlord shall not make changes
        to the Common Areas which materially and adversely affect Tenant's ability
        to
        conduct business within the Premises. Tenant shall have no rights with respect
        to the land or improvements below the exterior floor slab level or above
        the
        interior surface of the ceiling of the Premises or air rights or any easements,
        in, on, about, below or above the Premises.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      4.2        
        Parking.
        Tenant
        and its visitors, agents and employees shall be permitted to park in the
        parking
        lot serving the Building and located on the Building Parcel, and Tenant
        understands that parking spaces shall not be reserved but on a first-in basis.
        Tenant and Tenant's visitors, agents and employees shall park their passenger
        vehicles, trucks or delivery vehicles only in the paved parking area serving
        the
        Building and located on the Building Parcel and not in any other parts of
        the
        Office Park, including any unpaved areas, railroad rights of way or easements
        or
        any fire lanes or corridors. In addition, Tenant shall not, at any time,
        park or
        permit the parking of any vehicles or visitor parking in any part of the
        parking
        areas which are restricted or designated as driveways, loading area, access
        areas, crosswalks, entrance areas, exit areas or in any other manner which
        would
        in any way restrict and/or hamper the flow of traffic. In utilizing parking
        areas and spaces, all Persons shall park at their own risk and it is
        specifically understood and agreed that the Landlord shall not be liable
        in any
        way for any injury to person or property or loss by theft or damage or otherwise
        of said vehicle(s) or the contents thereof or from any other cause whatsoever.
        Vehicles may be moved in order to permit Landlord to examine the parking
        areas
        and spaces and to make such repairs, replacements and improvements as Landlord
        may deem necessary and reasonably desirable in accordance with and subject
        to
        the terms, conditions and covenants of this Lease.

      


      4.2.1  Tenant
        agrees to enforce all parking requirements or rules and regulations imposed
        by
        any Governmental Authority or Landlord. Landlord reserves the right to tow
        away
        any vehicle in violation of such requirements, rules or
        regulations.

      


      4.2.2  Use
        of
        the Common Areas and all parts of the Office Park shall be subject to such
        rules
        and regulations including the right to allocate the number of spaces available
        to each tenant or occupant of the Building as Landlord may from time to time
        adopt on a uniform or nondiscriminatory basis, including the establishment
        of
        validation systems, barriers or gates, permits and stickers for parking and
        other systems as Landlord may, from time to time, adopt. In the event of
        an
        allocation of parking spaces, Tenant shall be allocated Tenant's Pro Rata
        Share
        of the parking spaces serving the Building.

      


      5.            
        UTILITIES
        SERVICE.

      


      5.1  Utilities.
        Tenant
        shall be solely responsible and shall pay separately for all charges for
        fuel,
        heat, water, sewer service, refuse collection, gas, electricity, telephone
        and
        for all other utilities used or consumed in the Premises. It is understood
        that
        Landlord shall not be required to provide any services or utilities to Tenant,
        and Tenant shall make any necessary arrangements to have all of such services
        or
        utilities billed directly to and paid directly by Tenant.

      


      5.2  Directory.
        If
        Landlord constructs a Building directory, Tenant shall be allotted Tenant's
        Pro
        Rata Share of the available space on such directory.

      


      6.            
        LANDLORD'S
        ADDITIONAL COVENANTS.

      


      6.1  Repairs
        by Landlord.
        Landlord
        shall repair, maintain and replace the roof structure, floor structure, exterior
        walls and foundations of the Building,
        and the
        plumbing, electrical and other utility systems serving but which are located
        outside of the Premises (excluding, however, repairs to windows, doors, saddles
        and plate glass), and the load-bearing walls and load-bearing columns, if
        any,
        within the Premises, provided that Landlord shall not be obligated hereby
        to do
        any work required to be done because of any damage caused by any act, omission
        or negligence of Tenant and its invitees, licensees, their respective officers,
        agents and employees or their customers. Routine
        maintenance or repair costs incurred in connection with the maintenance and
        repairs described in the preceding sentence shall be considered Common Area
        Operating Costs but replacements or repairs of a capital nature (as determined
        in accordance with generally accepted accounting principles) shall be at
        Landlord's cost and expense and shall not be a Common Area Operating Cost.
        Landlord
        shall not be required to commence any such repair until after notice from
        Tenant
        that the same is necessary, which notice, except in the case of an emergency,
        shall be in writing and shall allow Landlord ten (10) days in which to commence
        such repair. When necessary by reason of accident or other cause occurring
        in
        the Building or in the Premises or in order to make any repairs or alterations
        or improvements in or relating to the Building or the Premises, Landlord
        reserves the right to interrupt the supply of electricity, water and gas
        or any
        other utility and also to suspend the operation of the heating and air
        conditioning system, where there shall be one installed in the Building,
        until
        said repairs, alterations or improvements shall have been completed. There
        shall
        be no abatement in Rent because of any such interruption or suspension, however,
        Landlord shall pursue such work with reasonable continuity, diligence and
        dispatch and in such a manner as to cause a minimum of interference with
        Tenant's use of the Premises. Landlord shall maintain the landscaping on
        the
        Building Parcel and periodically paint and repair the exterior surfaces of
        the
        Building and the cost thereof shall be a Common Area Operating Cost as set
        forth
        in Section 3.4; provided, however, if Landlord paints the entire Building
        during
        the Term of this Lease, such costs will be amortized and will not be a one-time
        charge. In addition, Landlord, at Landlord's discretion, may clean and maintain
        parking areas and entryways if the Tenant fails to keep such areas clean
        and in
        good condition, and the cost thereof shall be a Common Area Operating Cost
        as
        set forth in Section 3.4.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      6.2         
        Quiet
        Enjoyment.
        Landlord covenants that Tenant, on paying the Rent and performing Tenant's
        obligations in this Lease, shall peacefully and quietly have, hold and enjoy
        the
        Premises throughout the Term without hindrance, ejection or molestation by
        any
        Person lawfully claiming under Landlord, subject to the other terms and
        provisions of this Lease, the Protective Covenants and to all mortgages and
        underlying leases of record to which this Lease is or may become subject
        and
        subordinate.

      


      6.3         
        Landlord's
        Liability.

      


      6.3.1  In
        the
        event of a sale or transfer of all or any portion of the Building or Building
        Parcel or an undivided interest therein, or in the event of the making of
        a
        lease of all or substantially all of the Building or Building Parcel (an
        "Overlease"),
        or in
        the event of a sale or transfer of the Landlord's fee or leasehold estate
        in any
        such Overlease, the grantor or transferor, as the case may be, shall thereafter
        be entirely relieved of all terms, covenants and obligations thereafter to
        be
        performed by Landlord under this Lease to the extent of the interest or portion
        so sold or transferred, provided that (a) any amount then due and payable
        to
        Tenant or for which Landlord or the then grantor or transferor would otherwise
        then be liable to pay to Tenant (it being understood that the owner of an
        undivided interest in the fee or any such Overlease shall be liable only
        for his
        or its proportionate share of such amount) shall be paid to Tenant, (b) the
        interest of the grantor or transferor, as Landlord, in any funds then in
        the
        hands of Landlord or the then grantor or transferor, in which Tenant has
        an
        interest, shall be transferred to the then grantee or transferee, and (c)
        notice
        of such sale, transfer or Overlease, shall be delivered to Tenant. Upon the
        termination of any such Overlease, the lessor thereunder shall become and
        remain
        liable as Landlord hereunder only so long as there shall not be made another
        such Overlease.

      


      6.3.2  Tenant
        agrees that it shall look solely to the estate and property of Landlord in
        the
        land and buildings comprising the Building and Building Parcel (subject to
        prior
        rights, if any, of holders of superior interests) for the collection of any
        judgment (or other judicial process) requiring the payment of money by Landlord
        in the event of any default or breach by Landlord with respect to any of
        the
        terms, covenants and conditions of this Lease to be observed or performed
        by
        Landlord; and no other assets of Landlord or any Person having any interest
        in
        Landlord shall be subject to levy, execution or other procedures for the
        satisfaction of Tenant's remedies.

      


      6.3.3  So
        long
        as the Trustees Under the Will and of the Estate of James Campbell, Deceased,
        constitute Landlord, subject to Section 6.3.2 above, any liability which
        may
        arise as a consequence of the execution of this Lease by or on behalf of
        the
        Landlord shall be a liability of the assets of the Estate of James Campbell
        and
        not the personal liability of any trustee, corporate officer of a corporate
        trustee or employee of the Estate of James Campbell.

      


      7.           
        TENANT'S
        ADDITIONAL COVENANTS.

      


      7.1   Affirmative
        Covenants.
        Tenant
        covenants, at its expense, at all times during the Term:

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7.1.1  To
        use
        the Premises only for the Permitted Use and for no other purpose and in no
        event
        shall Tenant permit the use of the Premises in violation of any Governmental
        Requirements, in violation of any covenants and restrictions affecting the
        Building and Building Parcel, including those set forth in the Protective
        Covenants, or for any unlawful, or noxious or offensive purpose or in such
        a
        manner as to constitute a nuisance.

      


      7.1.2  To
        (a)
        store all trash and refuse in appropriate sealed and covered containers either
        within the Building or in a concealed location designated by Landlord and
        shall
        attend to the regular disposal and removal thereof, (b) receive all deliveries,
        load and unload goods, merchandise, supplies, fixtures, equipment, furniture
        and
        rubbish only through proper service doors, and loading docks serving the
        Building, but in no event through the main front entrance thereof, and (c)
        not
        change the exterior colors or architectural treatment of the Premises or
        make
        any alterations or changes to the exterior of the Building, or the grading,
        planting or landscaping of the exterior of the Premises without Landlord's
        prior
        written approval. In addition, there shall be no outside storage of any kind
        permitted without Landlord's written consent.

      


      7.1.3  Except
        for repairs required to be made by Landlord, Tenant shall take good care
        of the
        Premises and, at Tenant's sole cost and expense, shall make all improvements,
        repairs and replacements of the interior and exterior nonstructural portions
        of
        the Premises, foreseen or unforeseen as and when needed to preserve the Premises
        in good working order and condition.
        Without
        affecting or limiting Tenant's obligations set forth in this preceding sentence,
        Tenant, at Tenant's sole cost and expense, shall provide (a) maintenance
        and
        repair of the electrical, heating, plumbing and air conditioning systems
        in the
        Premises; (b) generally keep and maintain the Premises, both interior and
        exterior, in good repair and condition; and (c) repair and maintain all exterior
        and interior doors, windows, partitions, lighting, glass, floor surfaces
        and
        entry ways. Tenant specifically acknowledges that the floor loading limit
        within
        the Premises is as set forth in Section 1, and Tenant agrees not to load
        the
        floor in excess of such limit. Before installing any heavy equipment or fixtures
        in the Premises, Tenant shall submit the plans and specifications therefor
        to
        Landlord for approval. Tenant shall at all times during the term of this
        Lease,
        keep and maintain in full force and effect maintenance and repair contracts
        for
        the benefit of Landlord and Tenant, providing for the service, maintenance,
        and
        repair of the heating, ventilating and air conditioning systems of the Premises.
        

      


      7.1.4  To
        make
        all repairs, alterations, additions or replacements to the Premises, including
        appurtenances, equipment, interior and exterior facilities and fixtures related
        thereto, including any protective bollards located on the Building Parcel,
        arising out of Tenant's use or occupancy of the Premises or necessary to
        satisfy
        any Governmental Requirement; to keep the Premises equipped with all safety
        appliances so required because of such use or occupancy; and otherwise to
        comply
        with the orders and regulations of any Governmental Authority. Tenant
        acknowledges that Landlord may be required or may desire to subdivide or
        plat
        the Building Parcel and grant easements thereon, and Tenant agrees to consent
        to
        or join in such documents to the extent reasonably required by
        Landlord.

      


      7.1.5  To
        pay
        promptly when due the entire cost of any work to the Premises, including
        equipment, facilities and fixtures therein, undertaken by Tenant, so that
        the
        Premises and the Building shall, at all times, be free of liens for labor
        and
        materials; to procure all Necessary Approvals before undertaking such work;
        to
        do all such work in a good and workmanlike manner acceptable to Landlord,
        employing materials of good quality; to perform such work in such manner
        as to
        insure proper maintenance of good and harmonious labor relationships; and
        to
        comply with any Governmental Requirements relating thereto.

      


      7.1.6  To
        indemnify and save Landlord harmless of and from all loss, cost, liability,
        damage and expense, including, but not limited to, attorneys' fees, penalties
        and fines, incurred in connection with or arising from (a) any default by
        Tenant
        in the observance or performance of any of the terms, covenants or conditions
        of
        this Lease on Tenant's part to be observed or performed, or (b) the use or
        occupancy or manner of use or occupancy of the Premises, the Building, the
        Building Parcel or the Office Park by Tenant or any Person claiming through
        or
        under Tenant, or (c) acts, omissions or negligence of Tenant or any Person
        claiming through or under Tenant, or the contractors, agents, servants,
        employees, visitors or licensees of Tenant or any Person claiming through
        or
        under Tenant, in or about the Premises, the Building, the Building Parcel
        or the
        Office Park, either prior to or during the Term or any holdover period or
        renewal period thereafter, or (d) any claims by any Persons, by reason of
        injury
        to Persons or damage to property occasioned by any use, occupancy, act, omission
        or negligence referred to herein. Notwithstanding the foregoing or any other
        provision of this Lease, in the event of the concurrent negligence of Tenant,
        its agents, employees, sublessees, invitees, licensees or contractors, and
        that
        of Landlord, its agents, employees or contractors, which concurrent negligence
        results in injury or damage to persons or property and relates to the
        construction, alteration, repair, addition to, subtraction from, improvement
        to
        or maintenance of the Premises or the Building, Tenant's obligation to indemnify
        Landlord as set forth in this Lease shall be limited to the extent of Tenant's
        negligence and that of Tenant's agents, employees, sublessees, invitees,
        licensees or contractors, including Tenant's proportional share of costs
        of
        attorneys' fees and expenses incurred in connection with any action, claim
        or
        proceeding brought with respect to any injury or damage. The foregoing indemnity
        with respect to acts or omissions during the term of this Lease shall survive
        termination or expiration of this Lease. As between Landlord and Tenant,
        the
        foregoing indemnity is specifically and expressly intended to constitute
        a
        waiver of Tenant's immunity under Washington's Industrial Insurance Act,
        RCW
        Title 51, to the extent necessary to provide Landlord with a full and complete
        indemnity from claims made by Tenant and its employees, to the extent of
        their
        negligence.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      7.1.7  To
        pay on
        demand any increase in premiums that may be charged on insurance carried
        by
        Landlord resulting from Tenant's use or occupancy of the Premises.

      


      7.1.8  Landlord
        and Landlord's agents and employees shall not be liable for, and Tenant waives
        all claims for, loss or damage to Tenant's business or damage to person or
        property sustained by Tenant resulting from any accident or occurrence (unless
        caused by or resulting from the negligence of Landlord, its agents, servants
        or
        employees other than accidents or occurrences against which the Tenant is
        insured or required to be insured) or in or upon the Premises or the Building
        or
        the Office Park, including, but not limited to, claims for damage resulting
        from: (a) any equipment or appurtenances becoming out of repair; (b) injury
        done
        or occasioned by wind; (c) any defect in or failure of plumbing, heating
        or air
        conditioning or ventilation equipment, electric wiring or installation thereof,
        gas, water, steam or other pipes, stairs, porches, railings or walks; (d)
        broken
        glass; (e) the backing up of any pipe or downspout; (f) the bursting, leaking
        or
        running of any tank, tub, washstand, water closet, waste pipe, drain or any
        other pipe or tank in, upon or about the Building or the Premises; (g) the
        escape of steam or hot water; (h) water, snow or ice being upon or coming
        through the roof, skylight, trapdoor, stairs, doorways, show windows, walks
        or
        any other place upon or near the Building or the Premises or otherwise; and
        (i)
        any act, omission or negligence of other tenants, licensees or of any other
        persons or occupants of the Building or Office Park.

      


      7.1.9  To
        permit
        Landlord and its agents to have access in and about the Premises including,
        without limitation, the right to enter the Premises on twenty-four (24) hours
        prior notice (except in the case of emergency) to examine the Premises or
        for
        the purpose of performing any obligation of Landlord under this Lease or
        exercising any right or remedy reserved to Landlord in this Lease; to erect,
        install, use and maintain in concealed locations pipes, ducts and conduits
        in
        and through the Premises; to exhibit the Premises to others; to make such
        decorations, repairs, alterations, improvements or additions, or to perform
        such
        maintenance, as Landlord may deem necessary or desirable. Landlord shall
        have
        the right, from time to time, to change the name, number or designation by
        which
        the Building is commonly known. All parts (except surfaces facing the interior
        of the Premises) of all walls, windows and doors bounding the Premises
        (including exterior Building walls, core corridor walls, doors and entrances)
        and the use thereof, as well as access thereto through the Premises for the
        purposes of operation, maintenance, alteration and repair, are hereby reserved
        to Landlord.

      


      7.1.10  To
        pay on
        demand Landlord's expenses, including reasonable attorneys' fees, at trial
        and
        on appeal, or in arbitration or mediation, incurred in successfully enforcing
        any obligation of the Tenant under this Lease or incurred in any action or
        proceeding arising out of or pursuant to this Lease.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7.1.11  To
        cause
        to be discharged of record by payment and to indemnify, defend and hold harmless
        Landlord from and against all liability and expense arising from any mechanic's
        lien at any time filed against the Premises or the Building Parcel for any
        work,
        labor, services or materials claimed to have been performed at, or furnished
        to
        the Premises, for or on behalf of Tenant, or anyone holding the Premises
        through
        or under Tenant. Nothing in this Lease contained shall be construed as a
        consent
        on the part of Landlord to subject Landlord's estate in the Premises, the
        Building or Build-ing Parcel to any lien or liability under applicable
        law.

      


      7.1.12  Upon
        the
        expiration or other termination of the Term, to quit and surrender the Premises
        to Landlord, broom clean, in good order and condition, ordinary wear and
        tear
        and casualty not caused by Tenant, its agents, servants, employees, visitors,
        or
        licensees excepted, and at Tenant's expense to remove all property of Tenant
        and, at Landlord's option, any alteration, addition and improvement made
        by
        Tenant and to repair all damages to the Premises caused by such removal and
        restore the Premises to the condition in which they were prior to the
        installation of the articles so removed. Any improvements or installations
        which
        are required to be but are not so removed shall be deemed to have been abandoned
        by Tenant and may be retained or disposed of by Landlord, as Landlord shall
        desire, but Tenant shall be responsible for the cost of restoration of the
        Premises and removal and disposal. To the extent Tenant is required to remove
        any improvements made by Tenant to the Premises upon the expiration or sooner
        termination of the Term, Landlord will notify Tenant of such removal requirement
        at the time Landlord approves the installation of any such
        improvements.

      


      7.1.13  To
        conform to all rules and regulations which Landlord may make for the management
        and use of the Premises, requiring such conformance by Tenant and Tenant's
        employees, agents, contractors, visitors, servants, or licensees. Such rules
        and
        regulations shall be uniform and shall not discriminate against
        Tenant.

      


      7.1.14  To
        comply
        with any existing or hereafter-enacted environmental laws, regulations,
        administrative acts or rulings, including but not limited to any laws governing
        the use, disposal or release of any Hazardous Substance (as defined below),
        affecting Tenant's operation at the Premises ("Environmental
        Laws").
        Tenant shall, at its expense, make all submissions to, provide all information
        to, and comply with all requirements of the appropriate Governmental Authority
        under the Environmental Laws. In addition, if a Governmental Authority
        determines that a cleanup plan be prepared and that a cleanup be undertaken
        or
        any other action taken because of any spills or discharges of Hazardous
        Substances at the Premises which occur during the Term, Tenant shall at its
        expense prepare and submit the approved plans. Tenant shall not cause or
        permit
        any Hazardous Substance to be generated, processed, stored, transported,
        handled
        or disposed of on, under, in or through the Premises without first obtaining
        Landlord's written consent which may be withheld in Landlord's absolute
        discretion. As used herein, the term "Hazardous
        Substance"
        means
        any hazardous, toxic or dangerous substances, waste or material, including
        any
        biological waste, which is or becomes regulated under any federal, state
        or
        local statute, ordinance, rule, regulation or other law now or hereafter
        in
        effect pertaining to environmental protection, contamination or cleanup,
        including without limitation any substance, waste or material which now or
        hereafter is designated as a "Hazardous Substance" under the Comprehensive
        Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601,
et
        seq.),
        or
        under the Model Toxics Control Act (Revised Code of Washington § 70.105D);
        without limiting the foregoing, Hazardous Substances shall include, but not
        be
        limited to, any substance which after being released into the environment
        and
        upon exposure, ingestion, inhalation, or assimilation, either directly from
        the
        environment or indirectly by ingestion through food chains, will or may
        reasonably be anticipated to cause death, disease, behavior abnormalities,
        cancer and/or genetic abnormalities. Tenant's
        obligations under this subsection 7.1.14 shall arise if there is any closing,
        terminating or transferring of operations of an industrial establishment
        at the
        Premises pursuant to the Cleanup Laws.
        At no
        expense to Landlord, Tenant shall promptly provide all information requested
        by
        Landlord for preparation of affidavits required by Landlord to determine
        the
        applicability of the Environmental Laws to the Premises, and shall sign the
        affidavits promptly when requested to do so by Landlord. Tenant shall indemnify,
        defend, and hold harmless Landlord from all fines, suits, procedures, claims,
        actions costs or liabilities of any kind arising out of or in any way connected
        with any spills or discharges of Hazardous Substances or wastes by Tenant
        at the
        Premises that occur during the Term, including without limitation, a decrease
        in
        the value of the Premises, damages due to loss or restriction of rentable
        or
        usable space, or any damages due to adverse impacts or marketing of space,
        any
        and all sums paid for settlement of claims, attorneys' fees, consultant and
        expert fees, or any costs arising out of Tenant's failure to provide all
        information, make all submissions and take all steps required by a Governmental
        Authority under the Environmental Laws or any other environmental laws or
        regulations. Tenant's obligations and liabilities under this paragraph shall
        survive termination or sooner expiration of this Lease. Tenant's failure
        to
        abide by the terms of this subsection 7.1.14 shall be restrainable by
        injunction.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7.1.15  Tenant
        shall, prior to handling, processing, transporting, storing or disposing
        of any
        Hazardous Substance within the Premises (including, without limitation, any
        foam
        or any other material described in Material Safety Data Sheets to be used
        within
        the Premises) deliver to Landlord a plan describing such Hazardous Substances
        and Tenant's procedures for handling, processing, transporting, storing and
        disposing of each such Hazardous Substance ("Tenant's
        Plan").
        Tenant's Plan shall also describe how Tenant will assure compliance with
        all
        Environmental Laws with respect to such Hazardous Substances. Tenant's Plan
        must
        be prepared by a person or environmental consulting firm with experience
        and
        sufficient expertise in Environmental Laws related to the Hazardous Substances
        described in Tenant's Plan. Tenant shall not handle, process, transport,
        store
        or dispose of any Hazardous Substance within the Premises until Landlord
        and
        Landlord's insurer have approved Tenant's Plan. Tenant shall make such
        reasonable revisions to Tenant's Plan as are required by Landlord or Landlord's
        insurer. Any permitted assignee or sublessee under this Lease will be required
        to deliver to Landlord for Landlord's approval a similar plan before any
        such
        assignee or sublessee may handle, process, transport, store or dispose of
        any
        Hazardous Substance within the Premise.

      


      7.2  
Negative
        Covenants.
        Tenant
        covenants at all times during the Term and such further time as Tenant occupies
        the Premises or any part thereof:

      


      7.2.1  Not
        to
        make or perform, or permit the making or performance of, any alterations,
        subdivisions, installations, decorations, improvements, additions or other
        physical changes in or about the Premises including those which are necessary
        to
        satisfy any Governmental Requirements (referred to collectively as "alterations")
        without Landlord's prior written consent. Landlord agrees not unreasonably
        to
        withhold its consent to any interior nonstructural alterations which do not
        adversely affect the Building's utility and mechanical systems proposed to
        be
        made by Tenant to adapt the Premises for Tenant's business purposes. Alterations
        shall be made only by contractors or mechanics approved by Landlord. All
        business machines and mechanical equipment shall be placed and maintained
        by
        Tenant in settings sufficient, in Landlord's judgment, to absorb and prevent
        vibration, noise and annoyance to other tenants or occupants of the Office
        Park.
        Tenant shall submit to Landlord detailed plans and specifications for each
        proposed alteration and shall not commence any such alteration without first
        obtaining Landlord's approval of such plans and specifications; all reports,
        and
        all permits, approvals and certificates required by all Governmental Authorities
        shall be timely obtained by Tenant and submitted to Landlord; all materials
        and
        equipment to be incorporated in the Premises as a result of all alterations
        shall be new and first quality; no such materials or equipment shall be subject
        to any lien, encumbrance, chattel mortgage or title retention or security
        agreement. In the event cost of an alteration exceeds the amount of three
        (3)
        monthly installments of Fixed Rent, Landlord shall have the right to require
        that Tenant obtain performance and payment bonds from such surety companies
        and
        in such forms as Landlord shall require in amounts at least equal to the
        cost of
        the proposed work.

      


      7.2.2  Not
        to
        assign, sell, mortgage, pledge, or in any manner, voluntarily or involuntarily,
        transfer or permit the transfer of this Lease or any interest therein, or
        sublet
        the Premises or parts thereof or grant any license or concession, without
        Landlord's prior written consent, which may be withheld in Landlord's sole
        discretion, except as otherwise provided in Section 11.4. A transfer or change
        in the owners of Tenant's stock or a change in the composition of any
        noncorporate Tenant shall, unless such stock is publicly traded, be deemed
        an
        assignment. Consent by Landlord to an assignment, subletting, concession
        or
        license shall not be construed to relieve Tenant from obtaining the express
        consent of Landlord to any further assignment, subletting, concession or
        license, nor shall the collection of Rent by Landlord from any assignee,
        subtenant or other occupant be deemed a waiver of this covenant or the
        acceptance of the assignee, subtenant or occupant as Tenant or a release
        of
        Tenant from the covenants in this Lease on Tenant's part to be performed.
        Tenant
        and any assignee or subtenant shall be jointly and severally liable for the
        obligations under this Lease.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      7.2.3  NOT
        TO
        AFFIX ANY SIGN TO THE EXTERIOR OF THE PREMISES OR ITS WINDOWS (OR WITHIN
        THE
        PREMISES IF SUCH SIGN CAN BE SEEN OUTSIDE THE PREMISES), OR TO ANY PART OF
        THE
        COMMON AREA OR THE BUILDING; PROVIDED, HOWEVER, THAT TENANT MAY PLACE ITS
        CORPORATE NAME AND LOGO ON THE EXTERIOR OF THE BUILDING SO LONG AS (A) THE
        SIGN
        HAS BEEN APPROVED BY LANDLORD,
        AND (B)
        THE SIGNAGE MEETS ALL LOCAL CODES AND REGULATIONS.

      


      7.2.4  Not
        to
        obstruct or encumber or use the Common Areas for any purpose other than ingress
        and egress to and from the Premises. Tenant shall not bring or keep or permit
        to
        be brought or kept, any inflammable, combustible or explosive fluid, material,
        chemical or substance in or about the Premises. Tenant shall not commit or
        allow
        to be committed any waste upon the Premises, or any public or private nuisance
        or other act or thing which disturbs the quiet enjoyment of any other tenant
        in
        the Building or the Office Park. If any of Tenant's machines or equipment
        should
        disturb the quiet enjoyment of any other tenant in the Building, then Tenant
        shall provide adequate insulation, or take such other action as may be necessary
        to eliminate the disturbance.

      


      8.            DESTRUCTION:
        CONDEMNATION; INSURANCE.

      


      8.1  
Damage
        or Destruction.

      


      8.1.1  Damage
        and Repair.
        In case
        of damage to the Premises or the Building by fire or other casualty, Tenant
        shall give immediate notice to Landlord. If the Building is damaged by fire
        or
        any other cause to such extent that the cost of restoration, as reasonably
        estimated by Landlord, will equal or exceed 30% of the replacement value
        of the
        Building (exclusive of foundations) just prior to the occurrence of the damage,
        or if insurance proceeds sufficient for restoration are for any reason
        unavailable, then Landlord may no later than the sixtieth (60th) day following
        the damage, give Tenant a notice of Landlord's election to terminate this
        Lease.
        In the event of such an election, this Lease shall be deemed to terminate
        on the
        third (3rd) day after the giving of said notice, Tenant shall surrender
        possession of the Premises within a reasonable time thereafter, and the Rent
        shall be apportioned as of the date of said surrender and any Rent paid for
        any
        period beyond said date shall be repaid to Tenant. If the cost of restoration
        as
        estimated by Landlord shall amount to less than 30% of such replacement value
        of
        the Building and insurance proceeds sufficient for restoration are available,
        or
        if despite the cost Landlord does not elect to terminate this Lease, Landlord
        shall restore the Building and the Premises (to the extent of improvements
        to
        the Premises originally provided by Landlord hereunder) with reasonable
        promptness, subject to delays beyond Landlord's control and delays in the
        making
        of insurance adjustments by Landlord, and Tenant shall have no right to
        terminate this Lease except as herein provided. To the extent that the Premises
        are rendered untenantable, the Rent shall proportionately abate, except in
        the
        event such damage resulted from or was contributed to, directly, or indirectly,
        by the act, fault or neglect of Tenant, Tenant's contractors, agents, employees,
        invitees or licensees, in which event Rent shall abate only to the extent
        Landlord receives proceeds from Landlord's rental income insurance policy
        to
        compensate Landlord for loss of rent.

      


      If
        the
        Premises are not restored as described above by that date which is nine (9)
        months from the date of the casualty, then, unless Tenant has been relocated
        as
        set forth below, Tenant will have the right to terminate this Lease by giving
        Landlord written notice of such termination no later than ten (10) days after
        the expiration of the nine month period. If Tenant fails to give such notice
        within the ten day period, this Lease will continue in full force and effect.
        If
        the Premises cannot be restored as described above within the nine month
        period
        described above, Landlord may, at its sole option and expense, elect to relocate
        Tenant prior to the expiration of the nine month period to a reasonable
        comparable space in the vicinity of the Building mutually agreed to between
        Landlord and Tenant. If Landlord elects to so relocate Tenant, Landlord will
        provide Tenant written notice describing the relocation space for Tenant’s
        approval. Tenant will not unreasonably withhold its approval. Tenant will
        respond to Landlord’s notice by providing either its approval of the space or
        its disapproval, with Tenant’s reasons for such disapproval, within ten (10)
        days after Landlord’s notice. If Tenant fails to respond within the ten day
        period, Tenant will be deemed to have approved the relocation space. If Landlord
        relocates Tenant in accordance with this paragraph, then Tenant will not
        have
        the right to terminate the Lease under this Section 8.1.1, and this Lease
        will
        continue in full force and effect.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      8.1.2  Business
        Interruption.
        No
        damages, compensations or claim shall be payable by Landlord for inconvenience,
        loss of business or annoyance arising from any repair or restoration of any
        portion of the Premises or of the Building. Landlord shall use reasonable
        efforts to effect such repairs promptly.

      


      8.1.3  Tenant
        Improvements.
        Tenant
        acknowledges Landlord will not carry insurance of any kind on any improvements
        paid for by Tenant or on Tenant's furniture or furnishings or on any fixtures,
        equipment, personal property, inventory, improvements or appurtenances of
        Tenant
        under this Lease and Landlord shall not be obligated to repair any damage
        thereto or replace the same.

      


      8.2  
Eminent
        Domain.

      


      8.2.1  Entire
        Taking.
        If all
        of the Premises or such portions of the Building as may be required for the
        reasonable use of the Premises, are taken by eminent domain, this Lease shall
        automatically terminate as of the date title vests in the condemning authority
        and all Rents, Additional Rents and other payments shall be paid to that
        date.

      


      8.2.2  Constructive
        Taking of Entire Premises.
        In the
        event of a taking of a material part but less than all of the Building, where
        Landlord shall reasonably determine that the remaining portions of the Premises
        cannot be economically and effectively used by it (whether on account of
        physical, economic, aesthetic or other reasons), Landlord shall forward a
        written notice to Tenant of such determination not more than sixty (60) days
        after the date of taking. The term of this Lease shall expire upon such date
        as
        Landlord shall specify in such notice but not earlier than sixty (60) days
        after
        the date of such notice.

      


      8.2.3  Partial
        Taking.
        In case
        of taking of a part of the Premises, or a portion of the Building not required
        for the reasonable use of the Premises, then this Lease shall continue in
        full
        force and effect and the Rent shall be equitably reduced based on the proportion
        by which the floor area of the Premises is reduced, such Rent reduction to
        be
        effective as of the date title to such portion vests in the condemning
        authority.

      


      8.2.4  Termination
        by Landlord.
        In the
        event that title to a part of the Building other than the Premises shall
        be so
        condemned or taken and if, in the opinion of the Landlord, the Building should
        be restored in such a way as to alter the Premises materially, the Landlord
        may
        terminate this Lease and the term and estate hereby granted by notifying
        the
        Tenant of such termination within sixty (60) days following the date of vesting
        of title, and this Lease and the term and estate hereby granted shall expire
        on
        the date specified in the notice of termination, not less than sixty (60)
        days
        after the giving of such notice, as fully and completely as if such date
        were
        the date hereinbefore set for the expiration of the term of this Lease, and
        the
        Rent hereunder shall be apportioned as of such date.

      


      8.2.5  Awards
        and Damages.
        Landlord reserves all rights to damages to the Premises for any partial,
        constructive, or entire taking by eminent domain, and Tenant hereby assigns
        to
        Landlord any right Tenant may have to such damages or award, and Tenant shall
        make no claim against Landlord or the condemning authority for damages for
        termination of the leasehold interest or the value of such leasehold interest
        or
        interference with Tenant's business. Tenant shall have the right, however,
        to
        claim and recover from the condemning authority compensation for any loss
        to
        which Tenant may be put for Tenant's moving expenses, business interruption
        or
        taking of Tenant's personal property (not including Tenant's leasehold interest)
        provided that such damages may be claimed only if they are awarded separately
        in
        the eminent domain proceedings and not out of or as part of the damages
        recoverable by Landlord.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      9.   INSURANCE.
        

      


      9.1  
Tenant's
        Insurance.
        Tenant
        hereby agrees to maintain in full force and effect at all times during the
        Term
        and at Tenant's cost and expense, the policies of insurance described in
        this
        Section 9.1.

      


      9.1.1  A
        policy
        or policies of hazard insurance insuring all Tenant's personal property,
        improvements and fixtures, existing in the Premises on the Commencement Date
        or
        at any time thereafter, against all of the risks covered by a standard "special
        causes of loss" endorsement. Such insurance shall be in an amount equal to
        the
        lesser of the replacement cost or full insurable value of such personal
        property, improvements and fixtures. The amount of any deductibles must be
        reasonably acceptable to Landlord.

      


      9.1.2  A
        policy
        or policies of "commercial general liability", or a combination of "commercial
        general liability" and "umbrella or excess liability" insurance naming Landlord
        (and any mortgagee of Landlord and any lessor under an Overlease) as an
        additional insured thereunder, with combined single limits of not less than
        $3,000,000 and with deductibles reasonably acceptable to Landlord. The liability
        insurance required hereunder shall cover all of Tenant's operations and
        contingent liability of Tenant for all operations performed at the Premises
        on
        Tenant's behalf by Tenant's contractors or subcontractors and shall specifically
        include products/completed operations liability, contractual liability, fire
        damage liability, and medical payments and shall provide that Tenant's employees
        are covered by such insurance. The liability coverage required hereunder
        shall
        state that Tenant's insurance applies separately to each named insured against
        whom a claim is made or suit is brought, except with respect to the limits
        of
        the insurer's liability. 

      


      9.1.3  A
        policy
        or policies of "worker's compensation" insurance with minimum limits as required
        by the Washington Labor and Industrial Relations Statutes, and the rules
        and
        regulations promulgated thereunder, and policy or policies of "employer's
        liability".

      


      9.1.4  A
        policy
        or policies of "business interruption insurance" covering those risks referred
        to in Section 9.1.1 in an amount not less than the Base Rent and Additional
        Rent
        for a period of not less than twelve (12) months commencing with the date
        of the
        loss.

      


      9.1.5  Each
        policy of insurance required under this Section 9.1 shall (a) provide that
        the
        liability of the insurer thereunder shall not be affected by, and that the
        insurer shall not claim any right of setoff, counterclaim, apportionment,
        proration or contribution by reason of any other insurance obtained by or
        for
        Landlord, Tenant, or any person claiming by, through or under any of them;
        (b)
        provide that such policy may not be canceled, whether or not requested by
        Tenant, except upon the insurer giving at least thirty (30) days prior written
        notice thereof to Landlord, Tenant and every mortgagee of any interest in
        the
        Premises (as such mortgagees are identified by Landlord to Tenant); (c) be
        written by an insurance company with a current AM Best Company rating of
        A-XII
        or better; and (d) be written as primary policies, not contributing with
        and not
        in excess of any coverage that Landlord may carry. If any insurance required
        of
        Tenant under this Lease becomes exhausted as a result of claim payments or
        is
        canceled or non-renewed or becomes null and void for any reason, Landlord
        reserves the right but shall not be obligated to replace or reinstate such
        insurance for the protection of Landlord's interest and Tenant shall reimburse
        Landlord within twenty (20) days of demand for any and all expenses incurred
        as
        a result of such reinstatement or replacement of Tenant's insurance. Landlord
        makes no representation that the limits of liability specified to be carried
        by
        Tenant under the terms of this Lease are adequate to protect Tenant against
        Tenant's undertakings under this Section 9.1, and if Tenant believes any
        such
        insurance coverage called for under this Lease is insufficient, Tenant shall
        provide, at its own expense, such additional insurance as Tenant deems adequate.
        On or prior to the Commencement Date, and thereafter within twenty (20) days
        following a request from Landlord, Tenant shall deposit with Landlord current
        certificates of insurance issued by the insurance carriers or the insurance
        brokers certifying that all insurance required of Tenant under this Section
        9.1
        is in effect. If requested by Landlord in writing, Tenant also shall deposit
        current copies of all required insurance policies and endorsements. Landlord
        shall have the right to periodically require Tenant to increase the liability
        limits, change the coverages and the scope of the risks covered by the insurance
        policies required of Tenant hereunder to such higher levels, such other
        coverages or such broader scope of risks as Landlord may from time to time
        reasonably specify; provided, however, that such changes will not impose
        insurance obligations on Tenant greater than the obligations generally being
        required of similarly situated tenants of similar properties in the vicinity
        of
        the Building at the time such changes are required.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      9.2  Landlord's
        Insurance.
        Landlord shall maintain, with insurance companies qualified to do business
        in
        the State of Washington, such property, rental insurance, commercial general
        liability insurance and other insurance coverages as Landlord deems prudent
        and
        in such amounts and with such deductibles as Landlord deems appropriate.
        If
        Landlord shall so elect, Landlord may self insure in whole or part any of
        the
        foregoing coverages. The premiums for said policy or policies, or, if a policy
        is part of a blanket policy, the amount of the premium (including any amount
        for
        the waiver of subrogation set forth below) allocable to the Building, or,
        if
        Landlord shall self insure in whole or part, premiums which would be
        attributable to the self-insured portion, shall be a Common Area Operating
        Cost
        as set forth in Section 3.4. The proceeds of said insurance shall be adjusted
        by
        and payable solely to Landlord or its lenders.

      


      9.3  Waiver
        of Subrogation.
        Landlord and Tenant hereby waive any and every claim which arises or may
        arise
        in its favor and against the other party during the Term or any extension
        or
        renewals thereof, for any and all losses resulting from the peril of fire
        to any
        of its property located within or upon, or constituting part of the Premises,
        which loss or damage is covered by valid and collectible insurance policies,
        to
        the extent that such loss or damage is recoverable under such policies. Said
        mutual waiver shall be an addition to, and not in limitation or derogation
        of,
        any other waiver or release contained in this Lease with respect to any loss
        or
        damage to property of the parties hereto. Insomuch as said waivers will preclude
        the assignment of any aforesaid claim by way of subrogation (or otherwise)
        to an
        insurance company (or any other person) each party agrees, if not previously
        arranged with its insurance company, immediately to give to each insurance
        company which has issued to it policies of property insurance covering the
        peril
        of fire, written notice of the terms of said mutual waivers, and to have
        such
        insurance policies properly endorsed, if necessary to prevent the invalidation
        of said insurance coverage by reason of said waivers.

      


      10.  
DEFAULTS
        AND REMEDIES.

      


      10.1        Default.
        The
        occurrence at any time prior to or during the Term of any one or more of
        the
        following events (the "Events
        of Default")
        shall
        constitute a default under this Lease:

      


      10.1.1  If
        Tenant
        shall default in the payment when due of any installment of Rent;
        or

      


      10.1.2  If
        Tenant
        shall default in the observance or performance of any term, covenant or
        condition of this Lease on Tenant's part to be observed or performed (other
        than
        covenants for the payment of Rent; or

      


      With
        respect to a default under subsection 10.1.1 above, Tenant shall ten (10)
        days
        after written notice of the Event of Default to remedy or cure its default.
        With
        respect to an Event of Default under subsection 10.1.2 above, Tenant shall
        have
        twenty (20) days after a written notice from Landlord to remedy or cure the
        default; however, if the default cannot reasonably be cured within such twenty
        (20) day period, and Tenant commences the cure within the twenty (20) day
        period, and thereafter diligently prosecutes the cure to completion in good
        faith, said twenty (20) day period shall be extended for such period of time
        as
        is reasonably necessary for Tenant to cure the default, but in no event more
        than an additional sixty (60) days. The foregoing notice and cure period
        shall
        be inclusive of and not in addition to the notices and cure periods provided
        for
        in RCW 59.12, as now or hereafter amended, or any legislation in lieu or
        substitution thereof.


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      10.2  Remedies.
        If an
        Event of Default occurs and Tenant fails to cure the default within the
        applicable cure period, if any, Landlord shall have the following rights
        and
        remedies, at its option, which shall be cumulative and not exclusive, and
        which
        shall be in addition to and not in lieu of any other rights or remedies
        available to Landlord at law or in equity, or elsewhere in this Lease: (i)
        to
        declare the Lease Term ended and reenter the Premises and take possession
        thereof and remove all persons therefrom, and Tenant shall have no further
        claim
        thereon or hereunder; (ii) to cure such default on Tenant's behalf and at
        Tenant's cost and expense and charge Tenant as Additional Rent for all costs
        and
        expenses incurred by Landlord in effecting the cure; (iii) without declaring
        this Lease terminated, to reenter the Premises and occupy the whole or any
        part
        thereof for and on account of Tenant and collect any unpaid rentals and other
        charges, which have become payable, or which may thereafter become payable;
        (iv)
        even though it may have reentered the Premises, to thereafter elect to terminate
        this Lease and all of the rights of Tenant in or to the Premises. 

      


                     10.2.1  Reentry.
        If
        Landlord reenters the Premises under option (iii) of Section 10.2, Landlord
        shall not be deemed to have terminated this Lease or the liability of Tenant
        to
        pay any Rent thereafter accruing as it becomes due, or to have terminated
        Tenant's liability for damages under any of the provisions hereof, by any
        such
        reentry or by any action, in unlawful detainer or otherwise, to obtain
        possession of the Premises, unless Landlord shall have notified Tenant in
        writing that it has so elected to terminate this Lease, and Tenant shall
        be
        liable for and reimburse Landlord upon demand for all costs and expenses
        of
        every kind and nature incurred in retaking possession of the Premises and
        all
        other losses suffered by Landlord as a consequence of Tenant's default. In
        the
        event of any entry or taking possession of the Premises, Landlord shall have
        the
        right, but not the obligation, to remove therefrom all or any part of the
        personal property located therein and may place the same in storage at a
        public
        warehouse at the expense and risk of Tenant.

      


      10.2.2  Termination.
        If
        Landlord elects to terminate this Lease pursuant to the provisions of options
        (i) or (iv) of Section 10.2, Landlord may recover from Tenant as damages,
        the
        following: (i) the worth at the time of award of any unpaid Rent which had
        been
        earned at the time of such termination; plus (ii) the worth at the time of
        award
        of the amount by which the unpaid Rent which would have been earned after
        termination until the time of award exceeds the amount of the Rent loss Tenant
        proves could have been reasonably avoided; plus (iii) the worth at the time
        of
        award of the amount by which the unpaid Rent for the balance of the term
        after
        the time of award exceeds the amount of the Rent loss that Tenant proves
        could
        be reasonably avoided; plus (iv) any other amount necessary to compensate
        Landlord for all the detriment proximately caused by Tenant's failure to
        perform
        its obligations under this Lease or which in the ordinary course of things
        would
        be likely to result therefrom, including but not limited to, any costs or
        expenses incurred by Landlord in retaking possession of the Premises, including
        reasonable attorneys' fees therefor; maintaining or preserving the Premises
        after such default; preparing the Premises for reletting to a new tenant,
        including repairs or alterations to the Premises for such reletting; leasing
        commissions; and any other costs necessary or appropriate to relet the Premises;
        and (v) such other amounts in addition to or in lieu of the foregoing as
        may be
        permitted from time to time by the laws of the State of Washington. As used
        in
        items (i) and (ii) of this Section 10.2.2, the "worth at the time of award"
        shall be computed by allowing interest at the interest rate specified in
        Section
        3.8 of this Lease. As used in item (iii) above, the "worth at the time of
        award"
        shall be computed by using the then applicable discount rate quoted by the
        Federal Reserve Bank of San Francisco or its successor. 

      


      10.2.3  Re-letting
        the Premises.
        At the
        option of Landlord: (i) the Rent shall become due thereupon and be paid up
        to
        the time of such re-entry, dispossess and/or termination; (ii) Landlord may
        relet the Premises or any part or parts thereof, either in the name of Landlord
        or otherwise, for a term which may at Landlord's option be less than or exceed
        the period which would otherwise have constituted the balance of the Term,
        and
        may grant reasonable concessions of free rent; and (iii) Tenant or the legal
        representative of Tenant shall also pay Landlord, as damages for the failure
        of
        Tenant to observe and perform said Tenant's covenants herein contained, for
        each
        month of the period which would otherwise have constituted the balance of
        the
        Term, any deficiency between (x) the sum of (a) one monthly installment of
        Fixed
        Rent, (b) the Tax Rent that would have been payable for the month in question
        but for such reentry or termination, and (c) the current monthly minimum
        Common
        Area Rent, and (y) the net amount, if any, of the rents collected on account
        of
        the lease or leases of the Premises for each month of the period which would
        otherwise have constituted the balance of the Term. The reasonable refusal
        or
        failure of Landlord to relet the Premises or any part of parts thereof shall
        not
        release or affect Tenant's liability for damages provided Landlord shall
        have
        made the same effort and on the same terms to relet the Premises as with
        respect
        to other vacant space in the Office Park, however, Landlord shall not be
        required to prefer the reletting of the Premises over any other space in
        the
        Office Park. In computing such damages there shall be added to the said
        deficiency such reasonable expenses as Landlord' may incur in connection
        with
        reletting, such as court costs, attorneys fees and disbursements, brokerage
        and
        for the expenses of putting and keeping the Premises in good order or for
        preparing the same for reletting as hereinafter provided. Any such damages
        shall
        be paid in monthly installments by Tenant on the rent day specified in this
        Lease and any suit brought to collect the amount of the deficiency for any
        month
        shall not prejudice in any way the rights of Landlord to collect the deficiency
        for any subsequent or prior month by a similar proceeding. Landlord, at
        Landlord's option, may make such alterations, repairs, replacements and/or
        decorations in the Premises as Landlord in Landlord's sole judgment considers
        advisable and necessary for the purpose of reletting the Premises for the
        purpose of reletting the Premises to another user of warehouse space; and
        the
        making of such alterations and/or decorations shall not operate or be construed
        to release Tenant from liability hereunder as aforesaid. Except as expressly
        provided herein, Landlord shall in no event be liable in any way whatsoever
        for
        failure to relet the Premises, or in the event that the Premises are relet,
        for
        failure to collect the rent thereof under such reletting.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      10.2.4  Appointment
        of Receiver.
        If an
        Event of Default has occurred, Landlord shall have the right to have a receiver
        appointed to collect rent. Neither the filing of a petition for appointment
        of a
        receiver nor the appointment itself shall constitute an election by Landlord
        to
        terminate this Lease.

      


      10.2.5  Waiver
        of Redemption Rights.
        Tenant,
        for itself, and on behalf of any and all persons claiming through or under
        it,
        including creditors of all kinds, does hereby waive and surrender all right
        and
        privilege which they or any of them might have under or by reason of any
        present
        or future law, to redeem the Premises or to have a continuance of this Lease
        for
        the term hereof, as it may have been extended, after having been dispossessed
        or
        ejected therefrom by process of law or under the terms of this Lease or after
        the termination of this Lease as herein provided.

      


      10.3        
        Trial
        by Jury; Counterclaim.
        Landlord and Tenant shall and they hereby do waive trial by jury in any action,
        proceeding or counterclaim brought by either of the parties hereto against
        the
        other on any matters not relating to personal injury or property damage but
        otherwise arising out of or in anyway connected with this Lease, the
        relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises,
        and any emergency statutory or any other statutory remedy.

      


      10.4         Holdover
        by Tenant.
        In the
        event Tenant remains in possession of any portion of the Premises after the
        expiration of the Term as to such portion and without the execution of a
        new
        lease, Tenant, at the option of Landlord, shall be deemed to be occupying
        such
        portion of the Premises as a tenant from month to month, at a monthly rental
        equal to the sum of (a) one hundred fifty percent (150%) of the monthly
        installment of Fixed Rent payable during the last month of the Term, (b)
        the
        monthly installment of Tax Rent payable for the last month of the Term, and
        (c)
        the Common Area Rent payable for such month, subject to all the other
        conditions, provisions and obligations of this Lease insofar as the same
        are
        applicable to a month-to-month tenancy. Tenant shall not and hereby waives
        the
        right to interpose any counterclaim or counterclaims in a summary proceeding
        or
        other action by Landlord based on holdover.

      


      10.5         
        Landlord's
        Right To Cure Defaults.
        Landlord may cure, after notice of default is served, any default by Tenant
        under this Lease; and whenever Landlord so elects, all costs and expenses
        incurred by Landlord in curing a default, including, without limitation,
        reasonable attorneys' fees, together with interest on the amount of costs
        and
        expenses so incurred at the rate provided in Section 3.8 hereof, shall be
        paid
        by Tenant to Landlord on demand, and shall be recoverable as Additional
        Rent.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      10.6  Waiver
        of Default.
        No
        consent or waiver, express or implied, by Landlord or Tenant to or of any
        breach
        of any covenant, condition or duty of the other shall be construed as a consent
        or waiver to or of any other breach of the same or any other covenant, condition
        or duty of Tenant, unless in writing signed by the party against whom waiver
        is
        sought.

      


      11.  
ASSIGNMENT
        AND SUBLETTING.
        After
        completion of the Tenant Improvements, the payment of any amounts for Tenant
        Improvements, and the taking of the Premises for occupancy, and so long as
        no
        Event of Default has occurred and is continuing, Tenant may, in writing,
        request
        Landlord's consent to an assignment of this Lease or a subletting of all
        (but
        not less than all) of the Premises. Such request shall include the name of
        the
        proposed assignee or subtenant, a copy of the proposed agreements and
        instruments relating to the transaction, certi-fied financial statements
        of the
        proposed assignee or subtenant and its officers, directors and stockholders,
        and
        such information as to the financial responsibility, business and standing
        of
        the proposed assignee or subtenant as Landlord may reasonably require.


      


      11.1  Right
        to Cancel.
        Upon
        the receipt by Landlord of a request from Tenant to sublet or assign, and
        the
        information from Tenant described above, Landlord shall have the right, to
        be
        exercised in writing within thirty (30) days after such receipt, to cancel
        and
        terminate this Lease as of the date set forth in Landlord's notice of exercise
        of such option, which effective date of termination in Landlord's notice
        shall
        be not less than sixty (60) nor more than one hundred twenty (120) days
        following the service of such notice. If Landlord shall exercise such
        cancellation right, Tenant shall surrender possession of the Premises, on
        the
        date set forth in such notice in accordance with the provisions of this Lease
        relating to surrender of the Premises at the expiration of the Term. In no
        event
        shall the Premises be subdivided or partially sublet.

      


      11.2  Consent
        Required.
        If
        Landlord shall not exercise its right to cancel this Lease as provided in
        Section 11.1, Landlord's consent to such request shall not be unreasonably
        withheld provided such consent to sublease or assignment is effected by a
        legal
        document in form and substance satisfactory to Landlord and Section 11.3
        below
        shall apply with respect to a possible adjustment of Rent. In no event shall
        any
        assignment or subletting to which Landlord may have consented release or
        relieve
        Tenant from its obligations fully to perform all of the terms, covenants
        and
        conditions of the Lease on its part to be performed. In determining whether
        to
        consent to a proposed assignment or subletting, Landlord may consider any
        commercially reasonable basis for approving or disapproving the proposed
        assignment or subletting, including without limitation any of the following:
        (i)
        the business experience or reputation of the proposed assignee or sublessee,
        (ii) whether the clientele, personnel, or traffic which will be generated
        by the
        business of the proposed assignee or sublessee is consistent in Landlord's
        opinion with the businesses of other tenants in the Building and the Office
        Park; (iii) notwithstanding that Tenant or others may remain liable under
        this
        Lease, whether the proposed assignee or sublessee has a net worth and financial
        strength and a credit record satisfactory to Landlord; (iv) whether the use
        of
        the Premises by the proposed assignee or sublessee will be substantially
        the
        same as the use of the Premises by Tenant, and whether such use is consistent
        with the businesses of other tenants then occupying the Office Park, and
        whether
        such use will violate or create a potential violation of any laws or a breach
        or
        violation of any other lease or agreement by which Landlord is bound; (v)
        whether the proposed use of the Premises by the proposed assignee or sublessee
        will increase the likelihood of damage or destruction to the Premises or
        the
        Building, be likely to cause an increase in insurance premiums for insurance
        policies applicable to the Building, require new tenant improvements
        incompatible with the then existing Building systems and components, and
        otherwise have or cause a material adverse impact on the Premises, the Building,
        the Office Park or Landlord's interests therein; (vi) whether the proposed
        assignee or sublessee is an existing tenant or occupant of the Building or
        the
        Office Park or a person or entity with whom Landlord is then dealing, or
        with
        whom Landlord has had dealings during the previous six (6) months with respect
        to leasing of space in the Office Park; and (vii) whether any ground lessor
        or
        mortgagee whose consent to such transfer as required has so consented to
        the
        proposed transaction.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      11.3  Adjustment
        to Rent.
        If
        under the assignment or sublease consented to by Landlord the rent, additional
        rent, other charges, and/or consideration, money or thing of value payable
        thereunder or payable in connection with the transaction exceed the Rent
        provided in this Lease, Tenant or, at Landlord's option, the sublessee or
        assignee shall pay said excess rent or other consideration to Landlord as
        Additional Rent hereunder as and when the same becomes due under said assignment
        or sublease.

      


      11.4  Permitted
        Transfers.
        Notwithstanding the prohibition set forth in Section 7.2.2, if Tenant is
        a
        corporation, Tenant shall have the right, without the consent of Landlord,
        to
        assign its interest in this Lease to a parent, subsidiary or affiliate of
        Tenant
        or any corporation which is a successor to Tenant either by merger or
        consolidation, or in connection with the transfer of all of the business
        and
        assets of the Tenant or a public offering of Tenant's stock provided that
        the
        successor shall have a tangible net worth, determined in accordance with
        generally accepted accounting principles, at least equal to the tangible
        net
        worth of Tenant as of the date of this Lease. However, no such assignment
        shall
        be valid unless, within ten (10) days prior to the effective date thereof
        Tenant
        shall deliver to Landlord (1) a duplicate original instrument of assignment
        in
        form and substance satisfactory to Landlord, duly executed by Tenant, (2)
        an
        instrument in form and substance satisfactory to Landlord, duly executed
        by the
        assignee, in which such assignee shall assume observance and performance
        of and
        to be personally bound by, all terms, covenants and conditions of this Lease
        on
        Tenant's part to be observed and performed, and (3) evidence of compliance
        with
        the conditions of this paragraph.

      


      12.  
MISCELLANEOUS
        PROVISIONS.

      


      12.1  Notices.
        Any
        notice or demand from Landlord to Tenant or from Tenant to Landlord shall
        be in
        writing and shall be deemed duly served if mailed by Registered or certified
        mail, return receipt requested, addressed, if to Tenant, at the Building
        or to
        such other address as may be specified in Section 1 of this Lease, or to
        such other address as Tenant shall have last designated by notice in writing
        to
        Landlord, and if to Landlord, at the address of Landlord set forth herein
        or
        such other address as Landlord shall have last designated by notice in writing
        to Tenant, with copy to Managing Agent. Notice shall be deemed served when
        personally delivered or three (3) days after mailed if mailed.

      


      12.2  Brokerage.
        Tenant
        and Landlord warrant that they have had no dealings with any broker or agent
        in
        connection with this Lease other than the Brokers, if any, named herein and
        each
        covenants to pay, hold harmless and indemnify the other from and against
        any and
        all cost, expense or liability for any compensation, commissions and charges
        claimed by any other broker or agent with respect to this Lease or the
        negotiation thereof with whom they had dealings. Landlord
        acknowledges that Tenant has entered into an agreement with Tenant's Brokers
        for
        representation in connection with this Lease. Tenant acknowledges that Landlord
        has entered into an agreement with Landlord's Brokers for representation
        in
        connection with this Lease. In accordance with the terms of Landlord's listing
        agreement with Landlord's Brokers, Landlord shall pay any commissions due
        and
        payable to Landlord's Brokers or Tenant's Brokers in connection with this
        Lease.

      


      12.3  Estoppel
        Certificates; Subordination Agreements.
        

      


      12.3.1  Each
        of
        the parties agrees that it will, at any time and from time to time, within
        ten
        (10) business days following written notice by the other party hereto specifying
        that it is given pursuant to this section, execute, acknowledge and deliver
        to
        the party who gave such notice a statement in writing certifying that this
        Lease
        is unmodified and in full force and effect (or if there have been modifications,
        that the same is in full force and effect as modified and stating the
        modifications), and the dates to which the Rent and any other payments due
        hereunder from Tenant have been paid in advance, if any, and stating whether
        or
        not to the best of knowledge of the signer of such certificate the other
        party
        is in default in performance of any covenant, agreement or condition contained
        in this Lease, and, if so, specifying each such default of which the signer
        may
        have knowledge.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      12.3.2  This
        Lease is and all of Tenant's rights hereunder are subject and subordinate
        to any
        Overlease, mortgages or deeds of trust that now exist or may hereafter be
        placed
        upon the Building, the Building Parcel or any part thereof and to any and
        all
        advances to be made thereunder, and to the interest thereon, and to all
        renewals, replacements, amendments, modifications, consolidations and extensions
        of any of the foregoing. Tenant agrees to execute within ten (10) business
        days
        following a written request from Landlord to Tenant, such docu-ments with
        holders of such Overleases, mortgages or deeds of trust confirming the foregoing
        subordination as may be requested by Landlord. Any lessor, mortgagee or
        beneficiary under any such Overlease, mortgage or deed of trust may elect
        that
        this Lease shall have priority over its Overlease, mortgage or deed of trust
        and
        upon notification of such election by such mortgagee or beneficiary to Tenant,
        this Lease shall be deemed to have priority over said Overlease, mortgage
        or
        deed of trust whether this Lease is dated prior to or subsequent to the date
        of
        said Overlease, mortgage or deed of trust. Tenant agrees to execute any
        subordination or nondisturbance agreement with the holder of any Overlease,
        mortgage or deed of trust on the Building Parcel or the Building confirming
        the
        matters set forth in this Section 12.3.2 and such other provisions as are
        customary in connection with such subordination agreements.

      


      12.4  Applicable
        Law and Construction.
        The
        laws of the State of Washington shall govern the validity, performance and
        enforcement of this Lease. The invalidity or unenforceability of any provision
        of this Lease shall not affect or impair any other provision. The submission
        of
        this document to Tenant for examination does not constitute an offer to lease,
        or a reservation of or option to lease, and becomes effective only upon
        execution and delivery thereof by Landlord and Tenant. All negotiations,
        considerations, representations and understandings between the parties are
        incorporated in this Lease. Landlord or Landlord's agents have made no
        representations or promises with respect to the Building, the Office Park
        or the
        Premises, except as herein expressly set forth. The headings of the several
        articles and sections contained herein are for convenience only and do not
        define, limit or construe the contents of such articles or sections. Whenever
        herein the singular number is used, the same shall include the plural, and
        the
        neuter gender shall include the masculine and feminine genders.

      


      12.5  Relationship
        of the Parties.
        Nothing
        contained herein shall be deemed or construed by the parties hereto, or by
        any
        third party, as creating the relationship of principal and agent or partnership
        or joint venture between the parties hereto, it being understood and agreed
        that
        no provisions herein, nor any acts of the parties hereto, shall be deemed
        to
        create any relationship between the parties hereto other than the relationship
        of landlord and tenant.

      


      12.6  Construction
        on Adjacent Premises or Buildings.
        If any
        excavation or other building construction shall be about to be made or shall
        be
        made on any premises adjoining or above or below the Premises or on any other
        portion of the Building, Tenant shall permit Landlord or the adjoining owner,
        and their respective agents, employees, licensees and contractors, to enter
        the
        Premises and to shore the foundations and/or walls thereof, and to erect
        scaffolding and/or protective barricades around and about the Premises (but
        not
        so as to preclude entry thereto) and to do any act or thing necessary for
        the
        safety or preservation of the Premises. Tenant's obligations under this Lease
        shall not be affected by any such construction or excavation work, shoring-up,
        scaffolding or barricading. Landlord shall not be liable in any such case
        for
        any inconvenience, disturbance, loss of business or any other annoyance arising
        from any such construction, excavation, shoring-up, scaffolding or barricades,
        but Landlord shall use its best efforts so that such work will cause as little
        inconvenience, annoyance and disturbance to Tenant as possible consistent
        with
        accepted construction practice in the vicinity and so that such work shall
        be
        expeditiously completed and will not materially and adversely affect the
        operation of Tenant's business within the Premises.

      


      12.7  Recording.
        Tenant
        agrees not to record this Lease.

      


      12.8  Binding
        Effect of Lease.
        The
        covenants, agreements and obligations herein contained, except as herein
        otherwise specifically provided shall extend to, bind and inure to the benefit
        of the parties hereto and their respective personal representatives, heirs,
        successors and permitted assigns. Each covenant, agreement, obligation or
        other
        provision herein contained shall be deemed and construed as a separate and
        independent covenant of the party bound by, undertaking or making the same,
        not
        dependent on any other provision of this Lease unless otherwise expressly
        provided.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      12.9  Effect
        of Unavoidable Delays.
        The
        provisions of this section shall be applicable if there shall occur, during
        the
        Term, or prior to the commencement thereof, any (a) strike(s), lockout(s)
        or labor dispute(s); (b) inability to obtain labor or materials, or reasonable
        substitutes therefor; or (c) acts of God, governmental restrictions, regulations
        or controls, enemy or hostile governmental action, civil commotion, fire
        or
        other casualty, or (d) other conditions similar or dissimilar to those
        enumerated in this item beyond the reasonable control of the party obligated
        to
        perform. If Landlord or Tenant shall, as the result of any of the
        above-described events, fail punctually to perform any obligation on its
        part to
        be performed under this Lease, then such failure shall be excused and not
        be a
        breach of this Lease by the party in question, but only to the extent occasioned
        by such event. If any right or option of either party to take any action
        under
        or with respect to this Lease is conditioned upon the same being exercised
        within any prescribed period of time or at or before a named date, then such
        prescribed period of time and such named date shall be deemed to be extended
        or
        delayed, as the case may be, for a period equal to the period of delay
        occasioned by any above-described event. Notwithstanding anything herein
        contained however, the provisions of this section shall not be applicable
        to
        Tenant's obligations to timely pay Rent or its obligations to pay any other
        sums, moneys, costs, charges or expenses required to be paid by Tenant hereunder
        and time shall be of the essence with respect to timely payment
        thereof.

      


      12.10  No
        Oral Changes.
        Neither
        this Lease nor any provision hereof may be changed, waived, discharged or
        terminated orally, but only by an instrument in writing signed by the party
        against whom enforcement of the change, waiver, discharge or termination
        is
        sought.

      


      12.11  Executed
        Counterparts of Lease.
        This
        Lease may be executed in any number of counterparts and each of such
        counterparts shall for all purposes be deemed to be an original, and all
        such
        counterparts shall together constitute but one and the same Lease.

      


      12.12  Invalid
        Provisions.
        If any
        provision of this Lease is held unlawful or invalid, then this Lease shall
        continue in full force and effect but such unlawful or invalid provision
        shall
        be deemed omitted. If any portion of Rent shall at any time be held to be
        higher
        than the amount which the Landlord may lawfully reserve then the amount thereof
        shall be reduced to the highest lawful amount.

      


      12.13  Entire
        Agreement.
        This
        Lease is the final and complete expression of Landlord and Tenant relating
        in
        any manner to the leasing, use and occupancy of the Premises, to Tenant's
        use of
        the Building and other matters set forth in this Lease. No prior agreement
        or
        understanding pertaining to the same shall be valid or of any force or
        effect.

      


      12.14  Attorneys'
        Fees.
        If a
        lawsuit or other legal proceeding is brought to enforce or interpret the
        terms
        of this Lease, the substantially prevailing party therein will be entitled
        to
        recover from the other party, the substantially prevailing party's reasonable
        attorneys' fees, witness fees and other court costs incurred in connection
        with
        such proceeding.

      


      12.15  Transportation
        Management Program; Recycling.
        Tenant
        shall cooperate with Landlord in meeting the objectives and complying with
        the
        terms and conditions of any transportation management plan now or hereafter
        instituted by any Governmental Authority and applicable to the Building or
        the
        Office Park. In addition, Tenant will cooperate with and participate in any
        and
        all recycling programs now or hereafter in place with respect to the Building
        or
        the Office Park, whether or not governmentally mandated, if substantially
        all of
        the tenants of the Building or the Office Park, as applicable, are requested
        to
        participate.

      


      13.  
RIGHT
        TO TERMINATE EARLY.
        So
        long
        as Tenant is not then in default under this Lease beyond any applicable notice
        or cure period, Tenant may terminate this Lease effective as of the end of
        the
        fortieth (40th) full calendar month of the Lease Term by giving Landlord
        at
        least two hundred seventy (270) days advance written notice. If Tenant elects
        to
        terminate this Lease pursuant this Section 13, Tenant shall pay to Landlord,
        at
        the time Tenant delivers such notice, the unamortized balance of "Landlord's
        Costs" (defined below). The term "Landlord's
        Costs"
        means
        the sum of (1) the real estate fees and commissions paid by Landlord in
        connection with this Lease, and (2) Fixed Rent in the amount of $48,000,
        representing the free rent granted to Tenant during the fourth through the
        seventh months of the Lease Term.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      DATED
        as
        of the day and year first above written.

      


      LANDLORD:

      


      THE
        TRUSTEES UNDER THE WILL AND

      OF
        THE ESTATE OF JAMES CAMPBELL, 

      DECEASED,
        acting
        in their fiduciary and not in 

      their
        individual capacities

      


      
        	
                By

              	
                  /S/
                  DORINE J HOLSEY
                  STREETER 

              	 
	
                 

              	
                Dorine
                  J. Holsey Streeter,

              	 
	
                 

              	
                Executive
                  Vice President,

              	 
	
                 

              	
                Real
                  Estate Investment Management

              	 
	 	 	 
	
                By

              	
                  /S/
                  CLYDE A
                  SKEEN

              	 
	
                 

              	
                Clyde
                  A. Skeen, Vice President,

              	 
	
                 

              	
                Regional
                  Manager

              	 
	
                 

              	
                Real
                  Estate Investment Management

              	 


      

      


      APPROVED
        AS TO FORM FOR LANDLORD:

      


      ALSTON,
        COURTNAGE & BASSETTI LLP

      


      


      
        	
                By

              	
                  /S/
                  THOMAS a
                  BARKEWITZ

              	 
	 	
                Thomas
                  A. Barkewitz

              	 
	 	 	 	 
	
                TENANT:

              	 	 
	 	 	 	 
	
                ZONES,
                  INC.,
                  a
                  Washington corporation

              	 
	 	 	 	 
	 	 	 	 
	
                By

              	
                  /S/
                  RONALD P
                  MCFADDEN

              	 
	 	 	 	 
	 	
                Its

              	
                President
                  

              	
                 

              
	 	 	 	 
	 	 	 	 
	 	 	 	 
	
                By

              	
                  /S/
                  RONALD P
                  MCFADDEN

              	 
	 	 	 	 
	 	
                Its

              	
                SVP,
                  CFO 

              	
                 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      CALIFORNIA
        ALL-PURPOSE ACKNOWLEDGEMENT

      
        
          

        

      

      


      State
        of
        California

       

      County
        of
        San Francisco )
        ss.

      On
        this
        21st day of September, 2005, before me, Jennifer Cobb, Notary Public, personally
        appeared Dorine
        J. Holsey Streeter,
        and
Clyde
        A. Skeen,
        

      


      Personally
        known to me. 

      


      WITNESS
        my hand and official seal.

      


      


      
        	 	
                /S/
                  JENNIFER COBB

              	 
	 	
                Signature
                  of Notary Public

              	 
	 	 	 
	 	
                Jennifer
                  Cobb

              	 
	 	
                Commision
                  # 1556736

              	 
	 	
                NOTARY
                  PUBLIC - California

              	 
	 	
                San
                  Francisco County

              	 
	 	
                My
                  commission expires March
                  4, 2009.

              	 


      

       

       

      


      


      
        	
                STATE
                  OF WA 

              	
                )

              	 
	 	
                )
                  ss.

              	 
	
                COUNTY
                  OF King 

              	
                )

              	 


      

      


      


      On
        this
        16th day of September, 2005, before me, a Notary Public in and for the State
        of
        Washington, duly commissioned and sworn, personally appeared Firoz Lalji
        and
        Ronald McFadden, to me known to be the CEO and CFO, respectively, of
Zones,
        Inc.,
        the
        corporation named in and which executed the foregoing instrument; and they
        acknowledged to me that they signed the same as the free and voluntary act
        and
        deed of said corporation for the uses and purposes therein
        mentioned.

      


      I
        certify
        that I know or have satisfactory evidence that the persons appearing before
        me
        and making this acknowledgment are the persons whose true signatures appear
        on
        this document.

      


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

      
 

      
        	 	
                /S/
                  RITA A GEBENINI

              	 
	 	
                Signature

              	 
	 	 	 
	 	
                Rita
                  A Gebenini

              	
                 

              
	 	
                Print
                  Name

              	 
	 	
                NOTARY
                  PUBLIC in and for the State of

              	 
	 	
                WA,
                  residing at 22411
                  127th
                  Ave SE, Kent WA.

              	 
	 	
                My
                  commission expires June
                  29, 2008.