Exhibit 10.1


 


OFFICE LEASE


 


In consideration
of the rents and covenants set forth below, this Lease is made in duplicate
this 30 day of August, 2005, between the Roben Family Limited Partnership,
L.P., by and through Douglas R. Roben, General Partner, hereinafter referred to
as “Landlord,” and eAcceleration Corp., hereinafter referred to as “Tenant.”


 


RECITALS


 


A.                                   Landlord
is owner of the real property known as Olympic Place II, the street address of
which is 1050 Hostmark Street, Poulsbo, WA 98370, and which is leased for
commercial office space and legally described on Exhibit A attached
hereto.


 


B.                                     Tenant
hereby leases the second floor of Olympic Place II, except an area leased by
Tetratech. The premises leased hereunder consists of
6048 square feet.


 


LEASE TERMS AND CONDITIONS


 


1.                                       Commencement
of lease and occupancy:


 


The Landlord
agrees that the premises shall be made ready for occupancy, and the Tenant
agrees to occupy the premises at the joint signing of this lease, and to
commence the payment of rent on September 1, 2005.


 


2.                                       Premises:


 


The Landlord
hereby leases and demises unto the Tenant, and the Tenant hereby leases and
takes from the Landlord, for the term, at the rental, and upon the covenants
and conditions hereinafter set forth, the office space referred to herein as
the “premises,” and described as approximately 6048 square feet located on the
second floor of the above-described office building.


 


3.                                       Term:


 


The term of this
lease shall commence on September 1, 2005, terminating on the 31st day of
August, 2008.


 


4.                                       Rent:


 


Annual Rental.
Tenant shall pay to Landlord during the term of this Lease as rental for the
premises the following:


 


	
  Year 1:

  	
   

  	
  9/1/05 through 8/31/06

  	
   

  	
  $8,740.00 per month

  
	
  Year 2:

  	
   

  	
  9/1/06 through 8/31/07

  	
   

  	
  $8,914.80 per month

  
	
  Year 3:

  	
   

  	
  9/1/07 through 8/31/08

  	
   

  	
  $9,093.10 per month

  



 


All rental to be paid by
Tenant to the Landlord shall be in lawful money of the United States of America
and shall be paid without deduction or offset, prior to notice or demand at
American


 


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Marine Bank with deposit
slips provided by Landlord, or at such other place as Landlord may hereafter
designate. There will be a $130.00 late charge for any check received after the
10th of the month. There will also be an interest charge of 11⁄2% per month on any unpaid balance over 30
days.


 


The base rent is a gross
full service payment inclusive of all costs and charges for utilities
(including Tenant’s electric consumption, but exclusive of Tenant’s telephone
data, internet and other tel/data types of costs), Landlord’s services
(including those services provided under paragraph 5 below), the operations,
maintenance and management of the building and the common areas of the
property.


 


5.                                       SERVICES:


 


The Landlord, so
long as Tenant is not in default of any provisions of this Lease, shall furnish
the leased premises with a self-service elevator, and shall, during the
ordinary business hours provide heating and air conditioning, water, electrical
current for normal office equipment, and garbage pickup in reasonable amounts
for office purposes. Ordinary business
hours are defined as Monday through Friday, 7:30 am to 6:00 pm.


 


Janitorial services and
supplies for the leased premises shall be provided by the landlord. The Landlord
shall not be liable for any losses or damages caused by or resulting from any
interruption or failure of any municipal utility service, or as the result of
mechanical breakdown of elevator, heating or air conditioning due to causes
beyond the control or responsibility of the Landlord, and no such temporary
interruption or temporary failure of such services incident to restoring
services to the building or due to accident or strike or other conditions or
events not under Landlord’s control or responsibility, shall be deemed an
eviction of the Tenant or relieve the Tenant of any of the Tenant’s obligations
hereunder. (If Tenant uses more than normal power or services for office use
due to special equipment or longer than regular business hours (Monday through
Friday, 7:30 a.m. to 5:30 p.m.), then Tenant will pay the difference
in costs for said extra use.)


 


6.                                       ACCEPTANCE
OF PREMISES AND REPAIRS:


 


The Tenant accepts
the premises in its present condition except for those items specified in
Addendum B. All normal repairs necessary to maintain premises in a tenantable
condition shall be done by or under the direction of the Landlord, at Landlord’s
expense, except those caused by negligence or acts of Tenant, his agents or
invitees, which repairs shall be made at sole cost of Tenant. Landlord shall be
the sole judge of what repairs are necessary. Tenant will at all times keep the
premises neat, clean and in a sanitary condition. Except for reasonable wear
and tear and damage by unavoidable casualty, Tenant will at all times preserve
said premises in as good a repair as they now are or may hereafter be put to.
Tenant agrees that at the expiration or sooner termination of this Lease,
Tenant will quit and surrender the said premises in a neat and clean condition
and will deliver up all keys belonging to said premises to the Landlord or
Landlord’s agent.


 


7.                                       CARE
OF PREMISES:


 


The Landlord shall
not be called upon to make any improvements of any kind upon said premises. The
premises shall at all times be kept and used in accordance with the laws of the
State of Washington and ordinances of the City of Poulsbo, and in accordance
with all directions,


 


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of the City of Poulsbo at
the sole cost and expense of Tenant, and Tenant will permit no waste, damage or
injury to the premises; nor will Tenant maintain anything that might be
dangerous to life or limb or to overload the floors or permit any objectionable
noise or odor to escape from said premises, or permit anything to be done upon
the leased premises in any way that will tend to create a nuisance or to
disturb any other tenant of the building, or use or permit the use of the
premises for any illegal purpose. The Landlord will make all repairs they, at
their sole discretion, shall deem reasonably necessary for the continued
operation of the building unless otherwise provided in this agreement.


 


8.                                       ACCIDENTS:


 


All personal
property on said leased premises shall be at the risk of Tenant. Landlord shall
not be liable for any damage, either to person or property, sustained by Tenant
or others, caused by any defects now in said premises or hereafter occurring
therein, or due to the condition of any buildings hereafter erected to any part
or appurtenance thereof becoming out of repair, or caused by fire or by the
bursting or leaking water, gas, sewer or steam pipes. Tenant agrees to defend
and hold Landlord and Landlord’s agent harmless from any and all claims arising
out of Tenant’s negligence for damages suffered or alleged to be suffered in or
about the leased premises by any person, firm or corporation. Tenant shall
defend, indemnify and hold Landlord harmless from and against any claim, loss,
expense or damage to any person or property in or upon the demised premises or
any area allocated to or used exclusively by the Tenant or its agents,
employees, or invites arising out of Tenant’s use or occupancy of said
premises, or any act of neglect of Tenant or Tenant’s servants, employees, or
agents, or any change, alteration or improvement made by Tenant in the demised
premises, including injury to persons or damage to property occasioned in part
but not wholly by defect in premises.


 


9.                                       USE:


 


The Tenant shall
conduct and carry on in said premises, continuously during the term hereof, the
business for which said premises are leased, and shall not use the premises for
lodging or sleeping purposes, or any illegal purposes. The Tenant agrees that
no stock of goods will be carried, or anything done in or about the premises
which will increase the present rate of insurance, provided, however, if the
Tenant shall engage in such business with the consent of the Landlord, which
business shall increase insurance rates, Tenant shall pay such increase. The
Tenant agrees that no hazardous materials as defined in WAC 173-303 as
currently adopted or as may be amended and RCW 70.105D.020(5) will be
handled, stored or disposed of within the leased premises or common areas of
the building. Tenant agrees that it has determined to Tenant’s satisfaction
that the premises can be used for the purpose for which they are leased and
waived any right to terminate this lease in the event the premises cannot be
used for such purposes or for any reason may not be used for purposes during
the term of this Lease.


 


10.                                 LIENS
AND INSOLVENCY:


 


Tenant shall keep
the leased premises and the property in which the leased premises are situated,
free from any liens arising out of any work performed, materials furnished or
obligations incurred by Tenant. In the event Tenant becomes insolvent,
voluntarily or involuntarily bankrupt, or if a receiver, assignee or other
liquidating officer is appointed for the business of the Tenant, then the
Landlord may cancel this Lease at Landlord’s option.


 


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11.                                 ASSIGNMENT:


 


Tenant shall not
assign this Lease or any part hereof and shall not let or sublet the whole or
any portion of the premises without the prior written consent of Landlord or
Landlord’s agent. Such consent shall not be unreasonably withheld. However,
Landlord may reasonably consider the financial condition, nature of business
activities and need for modifications to the premises in exercising its
reasonable decision to allow or disallow a proposed assignment. This Lease
shall not be assignable by operation of law. If Tenant is a corporation, then
any transfer of this Lease from Tenant by merger, consolidation or liquidation,
and any change in the ownership of, or power to vote, the majority of its
outstanding voting stock shall constitute an assignment for the purposes of
this paragraph. Any assignment of this Lease shall not extinguish or diminish
the liability of the Tenant herein. If consent is once given by the Landlord to
the assignment of this Lease, or any interest therein, Landlord shall not be
bound from afterwards refusing to consent to any further assignment.


 


12.                                 ACCESS:


 


Tenant will allow
Landlord or Landlord’s agent free access at all reasonable times to said
premises for the purpose of inspection or of making repairs, additions or
alterations to the premises or any property owned by or under control of the
Landlord, but this right shall not be construed as an agreement on the part of
the Landlord to make repairs, additions or alterations. The Landlord shall have
the right to show the premises to prospective tenants during business hours
only for ninety (90) days prior to the expiration of this Lease.


 


13.                                 POSSESSION:


 


In the event of
the inability of Landlord to deliver possession of the premises, or any portion
thereof, at the time of commencement of the term of this Lease, neither
Landlord nor Landlord’s agent shall be liable for any damage caused thereby,
nor shall this lease thereby become void but can be voidable, nor shall the
term herein specified be in any way extended, but in such event, Tenant shall
not be liable for any rent until such time as Landlord can deliver possession
of the premises to the Tenant. Tenant agrees to accept same at such time and
both Landlord and Tenant agree to be bound by all of the provisions and
obligations hereunder during such prior period, except that no rental shall be
payable for such prior period.


 


14.                                 DAMAGE
OR DESTRUCTION:


 


In the event that
the premises are damaged to such an extent as to render the same untenantable
in whole or in a substantial part thereof or are destroyed so as to render the
premises untenantable for the stated purposes, it shall be optional with the
Landlord or Tenant to terminate this Lease. After the happening of any such
contingency, the Tenant shall give the Landlord or Landlord’s agent immediate
written notice thereof. Landlord shall have no more than 30 days after date of
such notification to notify the Tenant in writing of Landlord’s intentions to
repair or rebuild said premises, or the part so damaged as aforesaid, and if
Landlord elects to repair or rebuild said premises. Landlord shall prosecute
the work of such repairing or rebuilding without unnecessary delay and during
such period, the rent of said premises shall be abated in the same ratio that
the portion of the premises rendered for the time being unfit for occupancy
shall bear to the whole of the leased premises. If the Landlord shall fail to
give notice aforesaid, and if the premises have been rendered untenantable in
whole or in substantial part, Tenant shall have the right to declare


 


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this lease terminated by
written notice served upon he Landlord or Landlord’s agent.


 


In the event the
building in which the premises hereby leased are located shall be damaged (even
though the premises hereby leased shall not be damaged thereby) to such an
extent that in the opinion of the Landlord it shall not be practicable to
repair or rebuilt, or is destroyed, then it shall be optional with the Landlord
to terminate this Lease by written notice served within 30 days after such
damage or destruction.


 


If the whole or
any part of the demised premises shall be acquired or condemned by Eminent
Domain for any public or quasi-public use or purpose, then and in that event,
the term of this lease shall cease and terminate from the date of title vesting
in such proceeding and Tenant shall have no claim for the value of any
unexpired term of said lease.


 


15.                                 NOTICES:


 


All notices to be
given by the parties hereby shall be in writing and may either be delivered: (a) personally,
or (b) by depositing same in the United States Mail, postage prepaid,
regular mail and certified or registered mail. If such notice is to be given to
the Landlord, the notice shall be addressed to the Landlord or Landlord’s
agent. If such notice is to be given to Tenant, notice may be addressed to
Tenant at the leased premises or at such other address as Tenant may direct in
writing.


 


16.                                 GOVERNMENTAL
FEES (TAXES):


 


The Tenant shall
pay prior to delinquency all taxes assessed against and levied upon leasehold
improvements, fixtures, furnishings, equipment, and all other personal property
of Tenant contained in the premises or elsewhere. Tenant shall cause said
leasehold improvements, trade fixtures, furnishings, equipment and all other
personal property to be assessed and billed separately from the real property
of Landlord. If any of Tenant’s personal property shall be assessed with
Landlord’s real property, Tenant shall pay Landlord taxes attributable to Tenant
within ten (10) days after receipt of written notice from Landlord setting
forth the taxes applicable to Tenant’s property, and if Tenant fails to do so,
Landlord may make such payment and the amount so paid, together with interest
thereon from the date paid shall be additional rent and shall be due and
payable to Landlord on the next succeeding date on which a base rental
installment is due.


 


17.                                 SIGNS:


 


All signs or
symbols placed in the windows or doors of the premises, or upon any exterior
part of the building by the Tenant shall be subject to the prior written
approval of the Landlord or Landlord’s agent. Any signs so placed on the
premises shall be so placed with the understanding and agreement that Tenant
will remove same at the termination of the tenancy herein created and repair
any damage or injury to the premises caused thereby and if not so removed by
Tenant then Landlord may have same so removed and undertake such repairs and
restorative work at Tenant’s expense.


 


18.                                 ALTERATIONS:


 


Tenant
shall not make any material alterations, additions or improvements, including


 


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painting,
in said premises or in common areas without the prior consent of Landlord in
writing, and all alterations, additions and improvements which shall be made
shall be at the sole cost and expense of Tenant, and shall become the property
of the Landlord and shall remain in and be surrendered with the premises as a
part thereof at the termination of this Lease, without disturbance, molestation
or injury.  If the Tenant shall perform work with the
consent of the Landlord as aforesaid, Tenant agrees to comply with all laws,
ordinances, rules and regulations of the City of Poulsbo, Kitsap County,
or any other authorized public authority. The Tenant further agrees to save the
Landlord free and harmless from damage, loss or expense arising out of the said
work. Tenant agrees that Landlord has the right, though not the duty, to make
alterations to the premises and to the building in which the premises are
situated, and Landlord shall not be liable for any damage which Tenant might
suffer by reason of such undertaking. See Addendum B for Tenant Improvement
provisions.


 


19.                                 DEFAULT
AND RE-ENTRY:


 


If Tenant fails to
keep or perform any covenants and agreements herein contained, then the same
shall constitute a breach hereof, and if Tenant has not remedied such breach
within three (3) business days after written notice thereof with respect
to monetary obligations of Tenant, and within ten (10) calendar days after
written notice with respect to nonmonetary obligations of Tenant, then Landlord
may, at its option, without further notice or demand:


 


(a)                                  Cure
such breach for the account and at the expense of Tenant, and such expense
shall be deemed additional rent due on the first of the following month; or


 


(b)                                 re-enter
the premises, remove all persons therefrom, take possession of the premises and
remove all equipment, fixtures and personal property therein at Tenant’s risk
and expense, and (1) terminate this lease, or (2) without terminating
the lease or in any way affecting the rights and remedies of Landlord or the
obligations of Tenant, relet the whole or any part of the premises, as agent
for Tenant, upon such terms and conditions and for such term as Landlord may
deem advisable, in which event the rents received shall first be applied to the
costs and expenses of reletting, including necessary repairs and removal of
Tenant’s improvements and any real estate commission incurred, the balance of
such rent shall be applied toward payment of all sums due or to become due to
Landlord hereunder, and Tenant shall pay monthly to Landlord any deficiency; however,
Landlord shall not be required to pay any excess to Tenant. For purposes of
determining such deficiency, monthly percentage rent shall be included by
taking the average percentage rent during the 12 months preceding the default
or breach by Tenant.


 


The failure of
Landlord to terminate this lease at any time for the breach of any of the terms
hereof shall be deemed only an indulgence by Landlord, and shall not be
construed to be a waiver of rights of Landlord as to any continued or
subsequent breach. All past due amounts owing to Landlord under this lease
including rent shall be assessed interest at an annual percentage rate of
eighteen percent (18%) from the date due or date of invoice, whichever is
earlier, until paid, and shall be in addition to the late charge referenced in
paragraph 4 of this lease.


 


The above remedies
are cumulative and in addition to any other remedies now or hereinafter allowed
by law or elsewhere provided in this lease.


 


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20.                                 COSTS
AND ATTORNEYS FEES:


 


If by reason of
any default on the part of the Tenant it becomes necessary for the Landlord to
employ an attorney or in case Landlord shall bring suit to recover any rent due
hereunder, or for breach of any provision of this Lease or to recover
possession of the leased premises, or if Tenant shall bring any action for any
relief against Landlord, declaratory or otherwise, arising out of this Lease,
the prevailing party shall have and recover against the other party in addition
to the cost allowed by law, such sum as the court may adjudge to be a
reasonable attorney’s fee. In the event the Tenant defaults in the payment of
rental, the Tenant agrees to pay for the cost of any collection agency, or
attorney, employed by the Landlord.


 


21.                                 REMOVAL
OF PROPERTY:


 


Upon court order
or abandonment, in the event of any entry in or taking possession of, the
leased premises, the Landlord shall have the right, but not the obligation, to
remove from the leased premises all personal property located therein, and may
store the same in any place selected by Landlord, including but not limited to
a public warehouse or other space owned or controlled by Landlord or managed by
agent, at the expense and risk of the owners of such personal property, and the
expense and/or risk of Tenants with the right to sell such stored property,
without notice to Tenant, after it has been stored for a period of thirty (30)
days or more, the proceeds of such sale may be applied first to the cost of such
sale, second to the payment of the charges for storage, if any, and third to
the payment of other sums of money which may then be due from Tenant to
Landlord under any of the terms hereof, the balance, if any, to be paid to
Tenant. Tenant hereby waives all claims for damages that may be caused by
Landlord’s re-entry and taking possession of the remises or removing and storing
the property of Tenant as provided in this Lease, and will hold Landlord
harmless from loss, costs or damage occasioned by Landlord thereof, and no such
re-entry shall be considered or construed to be a forcible entry.


 


22.                                 NON-WAIVER
OF BREACH:


 


The failure of the
Landlord or Tenant to insist upon strict performance of any of the covenants
and agreements of this Lease, or to exercise any option herein conferred in any
one or more instances, shall not be construed to be a waiver or relinquishment of
any such, or any other covenants or agreements, but the same shall be and
remain in full force and effect.


 


23.                                 HEIRS
AND SUCCESSORS:


 


Subject to the
provisions hereof pertaining to assignment and subletting, the covenants and
agreements of this Lease shall be binding upon the heirs, legal
representatives, successors and assigns of any or all of the parties hereto.


 


24.                                 HOLDOVER:


 


If the Tenant
shall, with the written consent of Landlord, hold over after the expiration of
the terms of this Lease, such tenancy shall be for an indefinite period of time
on a month-to-month tenancy, which tenancy may be terminated as provided by the
Laws of the State of Washington. During such tenancy, Tenant agrees to pay to
the Landlord the same rental as set forth herein unless the Landlord shall,
upon 20 days notice, notify Tenant in writing of an adjustment in rent claimed
during such holdover tenancy, in which case such adjusted rent shall be
effective on the


 


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first day of the month
following the twenty (20) days notice period. Tenant agrees to be bound by all
of the terms, covenants and conditions as herein specified, so far as
applicable.


 


25.                                 SUBORDINATION:


 


This Lease is
subject and is hereby subordinated to all present and future mortgages, deed of
trust, and other encumbrances affecting the demised premises of the property of
which said premises are a part. The Tenant agrees to execute at no expense to
the Landlord any documentation reasonably necessary to further effect the
subordination of this Lease to any mortgage, deed of trust or encumbrances.
Tenant hereby irrevocably appoints and constitutes the Landlord as the true and
lawful attorney of the Tenant at any time for Tenant and in Tenant’s name,
place and stead, to execute proper subordination agreements to this effect.


 


26.                                 ESTOPPEL
CERTIFICATES:


 


Tenant shall,
within five (5) business days following written notice by the Landlord,
execute, acknowledge and deliver to the Landlord 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
other payments due hereunder from the Tenant have been paid in advance, if any,
and stating whether or not to the best knowledge of the Tenant, the Landlord is
in default in the 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.


 


27.                                 MUTUAL
WAIVER OF SUBROGATION:


 


Landlord and
Tenant shall each procure an appropriate clause in, or an endorsement on, any
policy of fire or extended coverage insurance covering the Premises and the
Olympic Place II Building, and the personal property, fixtures, and equipment
located in or on the Premises, pursuant to which the insurance companies waive
subrogation or consent to waiver of right of recovery, and conditioned upon
either party to this Lease having obtained such clauses or endorsements or
waiver of subrogation or consent to a waiver of right to recovery, such party
hereby agrees that it shall not make any claim against or seek to recover from
the other for any loss or damage to its property, or the property of the other,
resulting from fire or other hazards covered by such insurance, notwithstanding
other provisions of this Lease; provided, however, that the release, discharge,
exoneration and covenant not to sue herein contained shall be limited by the
terms and provisions of the waiver of subrogation clauses or endorsements
consenting to a waiver of right to recovery, and shall be coextensive
therewith. If either Landlord or Tenant is unable to obtain such a clause or
endorsement, such party shall promptly give the other party notice of such
inability.


 


28.                                 BROKER:


 


Tenant and
Landlord each warrant to the other that they have had no dealings with any
broker or agent in connection with this Lease, and each covenants to pay, hold
harmless and indemnify the other from and against any and all cost, expense or
liability claimed by any broker or agent with respect to this Lease or the
negotiation thereof with whom they had dealings.


 


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29.                                 INSURANCE:


 


Tenant agrees that
during the term of this Lease, and for any option periods thereafter, Tenant,
at his sole cost and expense, and for the mutual benefit of Landlord and
Tenant, shall carry and maintain the following types of insurance for the
premises Leased in the amounts specified.


 


a)                                      Bodily
Injury and Property Damage Liability Insurance with a combined single limit for
bodily injury and property damage of not less than $1,000,000.00. A copy of
such policy shall be provided to Landlord annually.


 


b)                                     Fire
and Extended Coverage Insurance, including vandalism and malicious mischief coverage,
in an amount equal to the full replacement value of all fixtures, furniture and
improvements installed by or at the expense of Tenant.


 


The aforementioned
minimum limits policies shall in no event limit the liability of Tenant
hereunder. The aforesaid insurance shall name Landlord as an additional
insured. Said insurance shall be with companies having a rating of not less
than AAA in “Best’s Insurance Guide.” Tenant shall furnish from the insurance
companies or cause the insurance companies to furnish certificates of coverage.
No such policy shall be cancelable or subject to reduction of coverage or other
modification or cancellation except after thirty (30) days prior written notice
to Landlord by the insurer. All policies shall be written as primary policies
and not as contributing policies and shall not be written so as to provide
coverage only in excess of coverage which the Landlord may carry. Tenant shall,
at least twenty (20) days prior to the expiration of such policies, furnish
Landlord with renewals or binders. Tenant agrees that if Tenant does not take
out and maintain such insurance, Landlord may (but shall not be required to)
procure said insurance on Tenant’s behalf and charge Tenant the premiums
together with a twenty-five percent (25%) handling charge, payable upon demand.
Tenant shall have the right to provide such insurance coverage pursuant to
blanket policies obtained by Tenant provided such blanket policies expressly
afford coverage to the premises and to Tenant as required by this Lease.


 


30.                                 LANDLORD’S
LIMITED LIABILITY:


 


Notwithstanding
any provision in this Lease to the contrary, all obligations, covenants and
agreements made by the Landlord are intended to personally bind the Landlord of
the Landlord’s assets, except for the Landlord’s interest in the property of
which the leased premises are a part, but, rather, are made and intended for
the purpose of binding only the Landlord’s interest in the property of which
the leased premises are a part. Redress for any claims against the Landlord
under this Lease shall only be made against the Landlord to the extent of the
Landlord’s interest in the property of which the leased premises are a part. No
personal liability or personal responsibility is assumed by, nor shall at any
time be asserted or enforceable against, the Landlord, its partners, its board
of directors and officers, as the case may be, or any shareholders, employees,
agents, heirs, legal representatives, successors and assigns on account of this
Lease, or on account of any covenants, undertakings or agreements with the
Landlord contained in this Lease.


 


31.                                 CAPTIONS:


 


Paragraph
headings are for convenience and ease of reference, and shall neither be deemed
part of the paragraph or considered in the construction thereof.


 


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32.                                 INCORPORATION:


 


All Exhibits
referred to in this Lease, all materials referred to and incorporated in said
Exhibits shall be incorporated herein by such reference.


 


33.                                 CONDITIONS
OF OCCUPANCY:


 


Tenant agrees to
abide and be bound by the following rules and policies of the Landlord,
which shall be considered as covenants of this Lease and are listed as Addendum
A.


 


IN WITNESS WHEREOF,
the Landlord and Tenant have signed, sealed and executed the Lease, the day and
year first above written.


 


	
  TENANT:

  	
  LANDLORD:

  
	
   

  	
   

  
	
  eACCELERATION CORP.

  	
  ROBEN FAMILY LIMITED
  PARTNERSHIP,

  
	
   

  	
  L.P.

  
	
   

  	
   

  
	
  By

  	
  /s/ Clinton Ballard

  	
   

  	
  By

  	
   /s/ Douglas R. Roben

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Douglas R. Roben,
  General Partner

  
								



 


	
  STATE OF WASHINGTON

  	
  )

  
	
   

  	
  )

  	
  ss.

  
	
  COUNTY OF KITSAP

  	
  )

  



 


On this 18 day of August,
2005, before me personally appeared DOUGLAS R. ROBEN, to me known to be the
General Partner of the Roben Family Limited Partnership, L.P., who executed the
within and foregoing instrument, and acknowledged the said instrument to be the
free and voluntary act and deed of said corporation for the uses and purposes
therein mentioned, and on oath stated that he was authorized to execute said
instrument.


 


Given under my
hand and official seal the day and year first above written.


 


 


	
   

  	
  /s/ Jeffrey L. Tolman

  	
   

  
	
   

  	
  NOTARY PUBLIC in and
  for the state of

  
	
   

  	
  Washington, residing
  at:

  	
  POULSBO

  	
   

  
	
   

  	
  My Commission Expires:

  	
  4-10-06

  	
   

  
	
   

  	
  Print Name:

  	
  JEFFREY L. TOLMAN

  	
   

  
					



 


10





















 


	
  STATE OF WASHINGTON

  	
  )

  
	
   

  	
  )

  	
  ss.

  
	
  COUNTY OF KITSAP

  	
  )

  



 


 


On this 30th day
of August, 2005, before me personally appeared Clinton Ballard, to me known to
be the CEO of eAcceleration Corp., the corporation that executed the within and
foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said corporation for the uses and purposes therein
mentioned, and on oath stated that    he was authorized to
execute said instrument.


 


Given under my hand and
official seal the day and year first above written.


 


 


	
  [SEAL]

  	
  /s/ L. E. Elfendahl

  	
   

  
	
   

  	
  NOTARY PUBLIC in and
  for the state of

  
	
   

  	
  Washington, residing
  at:

  	
  Kingston

  	
   

  
	
   

  	
  My Commission Expires:

  	
  6/20/06

  	
   

  
	
   

  	
  Print Name:

  	
  L. E. Elfendahl

  	
   

  
					



 


11





















 


ADDENDUM A


 


Light and Air


a)                                      This
Lease does not grant or purport to grant any rights to access to Light or air
over property, and this Lease does not warrant or protect against interferences
with light or air in the Leased premises by and construction upon adjacent,
abutting or nearby property.


 


Admittance by
Pass-Key


b)                                     The
Landlord shall not be liable for the consequences of admitting by pass-key or refusing
to admit to said premises the Tenant or any of the Tenant’s agents or
employees. No lock or alarm shall be put on any door without the written
consent of Landlord and Landlord will be given access codes to any alarm.


 


Electrical
Installations


c)                                      Tenant
shall not without written consent of Landlord operate or install any electrical
equipment or machinery (other than ordinary office equipment), or replace or
move any electric light fixtures provided; however, that with the consent of
Landlord, Tenant may replace building light fixtures of his own choice with the
express understanding that such installation will not increase the Tenant’s
consumption of electricity, and that the cost of such fixtures and
installations shall be at Tenant’s sole expense. It is further agreed that
Tenant shall at the expiration or sooner termination of this Lease upon demand
of Landlord pay the cost of replacing the standard fixtures belonging to
Landlord.


 


Awnings


d)                                     No
awnings shall be attached to the outside of any windows of the premises hereby leased.


 


Windows


e)                                      The
Tenant shall not allow anything to be placed on the outside window ledges of said
premises; and nothing shall be thrown by the Tenant or others out of the
windows of said building.


 


Floor Coverings


f)                                        The
Tenant or other person shall not lay linoleum or other similar floor covering
with any paste materials save and excepting that which may be easily removed
with water. The use of cement or similar adhesive material is expressly
prohibited. Tacking strips installed by Tenant, with Landlord’s consent, shall,
at the option of the Landlord, be removed and floor repaired at the expiration
of the Lease at Tenant’s expense.


 


Furniture and
Bulky Articles


g)                                     Safes,
furniture or bulky articles shall be moved in or out of said premises only at such
hours and in such manner as shall least inconvenience other tenants, and as the
Landlord shall decide, and no safe or other article of over 1,000 pounds
shall be moved into said premises without the consent of the Landlord, and
Landlord to have the right to fix the position of any article of weight in
said premises.


 


Windows - Rain and
Snow


 


12





















 


h)                                     Tenant
shall use great care not to leave windows open when it rains or snows. Damage
resulting either to Landlord or to other tenants from failure to observe this
precaution shall be chargeable to the tenant on which premises the neglect
occurred. If space is air conditioned, windows will be closed at all times.


 


Miscellaneous


i)                                         Water
closet and other water fixtures shall not be used for any purposes other than
those for which they are intended, and any damage resulting from misuse on the
part of the Tenant, its agents or employees, shall be paid for by Tenant. No
person shall waste water by interfering or tampering with the faucets or
otherwise.


 


j)                                         Landlord
reserves the right to close and keep locked all entrance and exit doors of the
building during such hours as Landlord may deem to be advisable for the
adequate protection of the property.


 


k)                                      In
the interest of security, keys and key changing for the Tenant’s space on the
lower level shall be the responsibility of the Tenant after the suite is first
keyed for the tenant. Tenant shall not issue keys to non-tenants and shall
provide Landlord with master key access to Tenant’s space for emergency and
maintenance purposes.


 


l)                                        Bicycles
shall not be brought onto the building carpeting.


 


m)                                   Tenant
shall turn off all lights when office is not in use.


 


n)                                     Smoking
is not allowed in offices or common areas of the building.


 


o)                                     Tenant
shall not paint the premises nor any part of the premises without written
permission from Landlord. Any painting shall be done by a licensed contractor
approved by Landlord.


 


p)                                     Tenant
shall store nothing in the common area hallways, stairwells, lobbies, elevators
or anywhere in a common area.


 


q)                                     Landlord
reserves the right to make such other and further reasonable regulations as in
its judgment may from time to time be needed or desirable for the safety, care
and cleanliness of the premises or the building and the preservation of good
order therein.


 


13





















 


ADDENDUM B


 


Tenant Improvements:
The premises to be occupied by the Tenant is represented at this time by the
Landlord to be fully compliant to City, State and County codes and the space
will be taken on an as-is basis, and the Tenant will be solely responsible for
any upgrades of the facility to include meeting any code requirements and any
upgrading or relocation of the HVAC system, including ducting, if necessary for
the Tenants’ use. Depending upon the number of employees and use, code and or
Fire Department requirements may require restroom and exiting modifications
which will be at the sole cost to Tenant. All tenant improvements shall be done
with appropriate City and fire Department permits and performed by a licensed,
insured contractor or subcontractors. Significant tenant improvements must be
approved by Landlord in writing in advance.


 


Parking:
If parking becomes congested, overcrowded
or inadequate for the other tenants in Olympic Place II. the Tenant shall
occupy no more than 50 parking places at any one time. Parking requirements
required beyond 50 spaces shall be arranged for and provided off-site by the
Tenant. In any case, no parking for Tenant shall be provided in the area
immediately in front of the main entrance side of the building (northeast). It
is understood that parking for the tenant is not available or permitted
anywhere to the southwest of the building. This area is under different
ownership and management. (See Exhibit D).


 


	
  Initials:

  
	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  



 


14





















 


Exhibit A


 


Lot B, of that
certain Short Plat known as Olympic Place P.U.D., Short Plat as attached.


 





















 


EXHIBIT D