LEASE AMENDMENT NO. 1

Exhibit 10.15

This Lease Amendment No. 1 (this “Amendment”) is made and entered into this 13^th day of July 2004 by and between MSI 83 King L.L.C., a Washington limited liability company (“Landlord”) and Sound Health Solutions, a Washington corporation (“Tenant”).

Recitals

A. Landlord and Tenant, entered into a written Lease dated March 31, 2004 (the “Lease”), whereby Tenant leased from Landlord certain Premises (501 First Avenue South) comprising approximately 5,124 rentable square feet of space in the building commonly known as the 00 Xxxx Xxxxxxxx, xx xxx Xxxx xx Xxxxxxx, Xxxxxx of King, State of Washington, the street address of which is 00 Xxxxx Xxxx Xxxxxx.

B. All capitalized terms used in this Amendment, but not defined herein, shall have the meanings ascribed to them in the Lease.

C. The Term of the Lease expires on June 30, 2009.

D. Landlord and Tenant desire to amend the Lease to revise the Commencement Date and Expiration Date of the Lease, adjust the Minimum Rent to provide for Tenant’s Additional Tenant Improvement Allowance and revise Exhibit C (“Work Letter”).

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Landlord and Tenant agree to amend the Lease as follows:

1. Section 1(f) of the Lease is hereby deleted and replaced with the following:

(f) “Commencement Date” means June 14, 2004.

2. Section 1(g) of the Lease is hereby deleted and replaced with the following:

(g) “Expiration Date” means March 31, 2009.

3. Section 1(i) of the Lease is hereby deleted and replaced with the following:

(i) “Minimum Monthly Rent” means the following amounts as to the following periods during the Term of this Lease:

Period			Monthly Amount

June 14, 2004	to	June 30, 2004	$	0.00 per month
July 1, 2004	to	September 30, 2004	$	637.41 per month
October 1, 2004	to	June 30, 2006	$	8,323.41 per month
July 1, 2006	to	June 30, 2007	$	8,750.41 per month
July 1, 2007	to	June 30, 2008	$	9,177.41 per month
July 1, 2008	to	June 30, 2009	$	9,604.41 per month

4. Additional Tenant Improvement Allowance. Tenant has elected to utilize the Additional Tenant Improvement Allowance of $30,000 per the terms of Section 3 of Exhibit C (‘Work Letter”). Landlord shall provide said $30,000 to Tenant within five (5) business days after execution of this Lease Amendment No. 1.

5. Early Payoff. Tenant shall have the option, at any time without penalty, to pay the unamortized portion of this $30,000 Additional Tenant Improvement Allowance to Landlord. In such event, upon receipt of the unamortized amount, Landlord and Tenant shall execute another Lease Amendment which shall reduce the Minimum Monthly Rent by $637.41 per month throughout the remaining lease term.

6. Effectiveness of Lease. Except as set forth in this Amendment, all the provisions of the Lease shall remain unchanged and in full force and effect.

Dated the date first above written.

Landlord:		Tenant:

MSI 83 King L.L.C., a Washington limited liability company		Sound Health Solutions, a Washington
		corporation

By
	H. Xxxxxx Xxxxx, III	By:	/s/ Xxxxxx Xxxxxxxx
	Manager
		Its:	President SHC


		By:

		Its:

This Amendment has been prepared for submission to you and your attorney. Xxxxxx Xxxxx Inc is not authorized to give legal or tax advice. Neither Landlord nor Xxxxxx Xxxxx Inc makes any representations or recommendations as to the legal sufficiency, legal effect or tax consequences of this document or any transaction relating thereto. These are questions for your attorney with whom you should consult before signing the document to determine whether your legal rights are adequately protected.

XXXXXX XXXXX INC.
00 XXXX XXXXXXXX	XXXXXX XXXXX - XXXXX
00 XXXXX XXXX XXXXXX
XXXXXXX, XX 00000	83 KING BUILDING
TEL 000-0000 XXX 000-0000

This Lease is made this 31^st day of March 2004 by and between MSI 83 King L.L.C., a Washington limited liability company (“Landlord”), and Sound Health Solutions, a Washington corporation (“Tenant”), who agree as follows:

1. Fundamental Terms. As used in this Lease, the following capitalized terms shall have the following meanings:

(a) “Land” means the land on which the Building is located, situated in the City of Seattle, County of King, Slate of Washington, which is described on Exhibit A.

(b) “Building” means the building in which the Premises are located, commonly known as the 83 King Building, the street address of which is 00 Xxxxx Xxxx Xxxxxx. Xxxxxxx, Xxxxxxxxxx, 00000.

(c) “Premises” means that certain space crosshatched on Exhibit B, located on the first floor of the Building designated as 000 Xxxxx Xxxxxx Xxxxx.

(d) “Agreed Areas” means the agreed amount of rentable square feet of space in the Building and the Premises. Landlord and Tenant stipulate and agree for all purposes under this Lease that the Building contains approximately 204,504 rentable square feet of space (the “Building Area”) and that the Premises contain approximately 5.124 rentable square feet of space (the “Premises Area”). Landlord and Tenant further agree that the Building Area may exclude portions of the Building which are used for other than office purposes, such as areas used for retail purposes or for storage purposes.

(e) “Tenant’s Share” means the Premises Area divided by the Building Area, expressed as a percentage, which is two and fifty-one/100ths percent (2.51%). Notwithstanding the foregoing, if one or more of the facilities, services and utilities the costs of which are included within the definition of Operating Costs is not furnished to one or more spaces or to particular types of spaces, then in connection with the calculation of Tenant’s Share of each of such costs the Building Area shall be reduced by the number of rentable square feet contained in such space and Tenant’s Share shall be separately computed as to each of such costs. If the Building shall contain non-office uses during any period, Landlord shall have the right to determine, in accordance with sound accounting and management principles, Tenant’s Share of Real Property Taxes and Operating Costs for only the office portion of the Building; in such event, Tenant’s Share shall be based on the ratio of the rentable area of the Premises to the rentable area of such office portion for such period.

If a portion of the Building is damaged or condemned, or any other event occurs which alters the number of rentable square feet of space in the Premises or the Building, then Landlord shall adjust Tenant’s Share to equal the number of rentable square feet of space then existing in the Premises (as altered by such event) divided by the number of rentable square feet of space then existing in the Building (as altered by such event).

(f) “Commencement Date” means April 1, 2004, or such earlier or later date as provided to Section 4 hereof.

(g) “Expiration Date” means March 31, 2009.

(h) “Term” means the period of time commencing on the Commencement Date and ending on the Expiration Date, unless sooner terminated pursuant to this Lease.

(i) “Minimum Monthly Rent” means the following amounts as to the following periods during the Term of this Lease:

Period			Monthly Amount

April 1, 2004	To	June 30, 2004	$	0.00 per month
July 1, 2004	To	March 31, 2006	$	7,686.00 per month
April 1, 2006	To	March 31, 2007	$	8,113.00 per month
April 1, 2007	To	March 31, 2008	$	8,540.00 per month
April 1, 2008	To	March 31, 2009	$	8,967.00 per month

(j) “Permitted Use” means office and health care management purposes, clinic that treats individuals suffering from obesity and its related illnesses, and related uses.

(k) “Base Year” means the calendar year 2004.

(l) “Prepaid Rent” means Seven Thousand Six Hundred Eighty Six and No/100lhs Dollars ($7.686.00).

(m) “Security Deposit” means Seventeen Thousand Nine Hundred Thirty Four and No/100ths Dollars ($17,934.00).

(n) “Landlord’s Address for Notice” means MSI 83 King L.L.C., c/o Xxxxxx Xxxxx Inc, Attn: H. Xxxxxx Xxxxx, III, 00 Xxxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000.

(o) “Landlord’s Address for Payment of Rent” means MSI 63 King L.L.C., c/o Xxxxxx Xxxxx Inc. X.X. Xxx 00000. Xxxxxxx. XX 00000-0000.

(p) “Tenant’s Address for Notice” means Sound Health Solutions, 00000 Xxx-Xxx Xxxx, Xxxxx X-00, Xxxxxxx, XX 00000 before the Commencement Date or 000 Xxxxx Xxxxxx Xxxxx, Xxxxxxx, XX 00000 on and after the Commencement Date.

(q) “Landlord’s Agent” means Xxxxxx Xxxxx Inc or such other agent as Landlord may appoint from time to time.

(r) “Broker(s)” means Xxxxxx Xxxxx Inc representing the Landlord and Xxx Xxxxxxxxxx of Colliers International representing the Tenant

(s) “Exhibits” means the following Exhibits to this Lease:

Exhibit A - Legal Description or the Property

Exhibit B - Outline Drawing of the Premises

Exhibit C - Work Letter

Exhibit D - Rules arid Regulations

Exhibit E - Janitorial Specifications

(t) “Rider” means the following Rider which is attached hereto: Rider dated March 31, 2004 by and between MSI 83 King L.L.C., a Washington limited liability company (“Landlord’), and Sound Health Solutions, a Washington corporation (“Tenant”).

(u) “Definitions” means the words and phrases defined in Section 41 captioned “Definitions”.

2. Consent and Notices. Whenever the consent of either Landlord or Tenant is required under this Lease, such consent shall not be effective unless given in writing and shall not be unreasonably withheld or delayed, provided, however, that such consent may be conditioned as provided in this Lease. All notices or requests required or permitted under this Lease shall be in writing as provided in Section 42(g).

3. Premises and Appurtenances. Landlord leases to Tenant and Tenant leases from Landlord the Premises for the Term. Tenant, and its authorized representatives, shall have the right to use, in common with others and subject to the Rules and Regulations, the Common Areas of the Building. Landlord shall have the right, in Landlord’s sole discretion, from time to time to (i) make changes to the Building interior and exterior and Common Areas, including without limitation, changes in the location, size, shape, number and appearance thereof, (ii) to close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available, and (iii) to use the Common Areas while engaged in making additional improvements, repairs or alterations to the Building. All of the windows and exterior walls of the Premises and any space in the Premises used for shafts, stacks, pipes, conduits, ducts, electrical equipment or other utilities or Building facilities are reserved solely to Landlord and Landlord shall have rights of access through the Premises for the purpose of operating, maintaining and repairing the same, provided, however, that such changes shall not materially affect Tenant’s access to, or use and occupancy of, the Premises.

4. Term.

(a) Commencement Date. The Term shall commence on the Commencement Date and expire on the Expiration Date, unless sooner terminated pursuant to this Lease. The Commencement Date shall be:

(i) The date specified in Section 1, unless notice is delivered pursuant to Subsection 4(a)(ii), in which case the Commencement Date shall be such later date, or Tenant occupies the Premises earlier pursuant to Subsection 4(a)(iii), in which case the Commencement Date shall be such earlier date;

(ii) Such later date on which the Tenant Improvements to be made to the Premises by Landlord, if any, are substantially complete, provided, however, that Landlord shall give notice of substantial completion to Tenant at least five (5) days before such date.

(iii) If Tenant shall occupy the Premises for the Permitted Use prior to the Commencement Date specified in Section 1 or the date specified in the notice provided for pursuant to Subsection 4(a)(ii), then the date of such early occupancy.

(b) Tenant Obligations. If the Tenant Improvements, If any, are not substantially completed on the Commencement Date specified in Section 1 primarily due to Tenant’s failure to promptly review and approve the plans

and specifications for the Tenant Improvements or change orders with respect to the Tenant Improvements or to Tenant’s failure to fulfill any other obligation under this Lease, then the Term shall be deemed to have commenced on the Commencement Date specified in Section 1.

(c) Tenant Termination Rights. If Landlord is unable to deliver possession of the Premises with the Tenant improvements, if any, substantially completed to Tenant on the Commencement Date as a result of causes beyond its reasonable control, Landlord shall not be liable for any damage caused by failing to deliver possession and this Lease shall not be void or voidable. Tenant shall not be liable for Rent until Landlord delivers possession of the Premises to Tenant. No delay in delivery of possession of the Premises to Tenant shall change the Expiration Date or operate to extend the Term. If Landlord does not deliver possession of the Premises to Tenant within three (3) months of the Commencement Date, then Tenant may elect to terminate this Lease by giving notice to Landlord within ten (10) days following the end of such six (6) month period.

(d) Confirmation of Commencement Date. When the Commencement Date as provided in Subsection 4(a)(ii) or Subsection 4(a)(iii) has been established as an earlier or later date than the Commencement Date specified in Section 1, Landlord shall confirm the Commencement Date by notice to Tenant.

5. Minimum Monthly Rent; Late Charge.

(a) Minimum Monthly Rent. Tenant shall pay to Landlord the Minimum Monthly Rent without deduction, offset, prior notice or demand, in advance on the first day of each month during the Term. Minimum Monthly Rent for any partial month shall be prorated at the rate of 1/30th of the Minimum Monthly Rent per day. Minimum Monthly Rent is exclusive of any sales, franchise, business or occupation or other tax based on rents (other than Landlord’s general income taxes) and should such taxes apply during the Term, the Minimum Monthly Rent shall be increased by the amount of such taxes. All Rent shall be paid to Landlord at Landlord’s Address for Payment of Rent or at such other address as Landlord may specify by notice to Tenant.

(b) Late Charge. Tenant acknowledges that the late payment by Tenant of any Rent will cause Landlord to incur administrative, collection, processing and accounting costs and expenses not contemplated under this Lease, the exact amount of which are extremely difficult or impracticable to fix. Therefore, if any Rent is not received by Landlord from Tenant by the fifth (5th) calendar day after such Rent is due, Tenant shall immediately pay to Landlord a late charge equal to five percent (5%) of the amount of such Rent or Seventy-five and No/100th Dollars ($75.00), whichever is greater. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for its loss caused by Tenant’s nonpayment. Should Tenant pay said late charge but fail to pay contemporaneously therewith all unpaid amounts of Rent, Landlord’s acceptance of this late charge shall not constitute a waiver of Tenant’s default with respect to Tenant’s nonpayment nor prevent Landlord from exercising all other rights and remedies available to Landlord under this Lease or under law.

6. Prepaid Rent and Security Deposit. As partial consideration for Landlord’s execution of this Lease, on execution of this Lease, Tenant shall deposit with Landlord the Prepaid Rent, as monthly rent for the first full month of the Term for which Rent is payable, and the Security Deposit, as a Security Deposit for the performance by Tenant of the provisions of this Lease. If Tenant is in default, Landlord may use the Security Deposit, or any portion of it, to cure the default, including without limitation, paying for the cost of any work necessary to restore the Premises, the Tenant improvements and any alterations to good condition or to compensate Landlord for all damage sustained by Landlord resulting from Tenant’s default. Tenant shall within five (5) days of demand pay to Landlord a sum equal to the portion of the Security Deposit expended or applied by Landlord as provided in this Section so as to maintain the Security Deposit in the sum initially deposited with Landlord. If Tenant has not been and is not then in default as of the thirtieth (30^th) month of the Term including without limitation, in default in payment of the Rent for the thirtieth (30^th) month of the Term, then Landlord shall return one half of the Security Deposit, without Interest, to Tenant. If Tenant is not in default as of the expiration or termination of the Term, including without limitation, in default in payment of the Rent for the last month of the Term, then Landlord shall return the balance of the Security Deposit, without interest, to Tenant within a reasonable period of time not to exceed thirty (30) days after the expiration or termination of the Term. Landlord’s obligations with respect to the Security Deposit are those of a debtor and not a trustee. Landlord may commingle the Security Deposit with Landlord’s general and other funds.

7. Real Property Taxes.

(a) Payment of Tenant’s Share of Increases in Real Property Taxes. Tenant shall pay to Landlord, as Additional Rent, monthly, in advance on the first day of each month during the Term, an amount equal to one-twelfth (1/12th) of Tenant’s Share of all increases in Real Property Taxes that are or will be levied or assessed against the Property during each calendar year during the Term over and above the Real Property Taxes that are levied or assessed against the Property during the Base Year as reasonably estimated by Landlord. Such Additional Rent is exclusive of any sales, franchise, business or occupation or other tax based on rents and should such taxes apply during the Term, such Additional Rent shall be increased by the amount of such taxes. Within one hundred twenty (120) days after the end of each calendar year during the Term or within such longer period of time as may be reasonably necessary, Landlord shall furnish to Tenant a statement of the Reel Property Taxes for the preceding calendar year and Tenant’s Share of the increase in Real Property Taxes. If Tenant’s Share of the increase in such Real Property Taxes for that calendar year over such Real Property Taxes for the Base Year exceeds the monthly payments made by Tenant, then Tenant shall pay Landlord the deficiency within thirty (30) days after receipt of the statement. If Tenant’s

payments made during that calendar year exceed Tenant’s Share of the increase in such Real Property Taxes for that calendar year over such Real Property Taxes for the Base Year, then, at Landlord’s option, either Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant, or Tenant shall be entitled to offset the excess against the next installment(s) of Minimum Monthly Rent and Additional Rent, provided, however, that at the end of the Term Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant.

(b) General and Special Assessments. With respect to any general or special assessments which may be levied against or upon the Property, or which under the laws then in tome may be evidenced by improvement or other bonds or may be paid in annual installments, only the amount of such annual installment, and interest due thereon, shall be included in the computation of Real Property Taxes.

(c) Proration. Tenant’s Share of Real Property Taxes shall be prorated on the basis of a 360-day year to account for any fractional portion of a tax year included in the Term at its commencement and expiration.

(d) No Effect on Minimum Monthly Rent. Notwithstanding anything to the contrary in this Section, the Minimum Monthly Rent payable by Tenant shall in no event be less than the Minimum Monthly Rent specified in Section 1.

a. Personal Property Taxes. Tenant shall pay prior to delinquency all personal property taxes assessed against and levied upon trade fixtures, furnishings, equipment and all other personal property of Tenant contained in the Premises or elsewhere. If possible, Tenant shall cause such trade fixtures, furnishings, equipment and all other personal property of Tenant to be assessed and billed separately from the Property.

9. Operating Costs.

(a) Payment of Tenant’s Share of Increases in Operating Costs. Tenant shall pay to Landlord, as Additional Rent, monthly, in advance on the first day of each month during the Term, an amount equal to one-twelfth (1/12th) of Tenant’s Share of the increase in the Operating Costs of the Property for each calendar year during the Term over the Operating Costs for the Base Year as reasonably estimated by Landlord. Landlord may, in accordance with sound accounting and management principles, both reasonably estimate, and finally determine, the Operating Costs for the Base Year and for each calendar year during the Term based on the Operating Costs that would have been incurred if the Building had been 95% occupied during the Base Year or each such calendar year, as the case may be, taking into account historical operating costs for the Building. Such Additional Rent is exclusive of any sales, franchise, business or occupation or other tax based on rents and should such taxes apply during the Term, such Additional Rent shall be increased by the amount of such taxes. Within one hundred twenty (120) days after the end of each calendar year during the Term or within such longer period of time as may be reasonably necessary, Landlord shall furnish to Tenant a statement of the Operating Costs for the preceding calendar year and Tenant’s Share of the increase in the Operating Costs. If Tenant’s Share of the increase in the Operating Costs for that calendar year over the Operating Costs for the Base Year exceeds the monthly payments made by Tenant, then Tenant shall pay Landlord the deficiency within thirty (30) days after receipt of the statement. If Tenant’s payments made during that calendar year exceed Tenant’s Share of the increase in the Operating Costs for that calendar year over the Operating Costs for the Base Year, then, at Landlord’s option, either Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant, or Tenant shall be entitled to offset the excess against the next Installment(s) of Minimum Monthly Rent and Additional Rent, provided, however, that at the end of the Term Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant.

(b) Proration. Tenant’s Share of Operating Costs shall be prorated on the basis of a 360-day year to account for any fractional portion of a year included in the Term at its commencement and expiration.

(c) No Effect on Minimum Monthly Rent. Notwithstanding anything to the contrary in this Section, the Minimum Monthly Rent payable by Tenant shall in no event be less than the Minimum Monthly Rent specified in Section 1.

(d) Right to Examine Landlord’s Books and Records. Tenant, or its authorized representative, shall have the right to examine Landlord’s books and records relating to Operating Costs of the Property upon reasonable prior notice specifying such records Tenant desires to examine, during normal business hours at the place or places where such records are normally kept by sending such notice no later than six (6) months following the furnishing of the Landlord’s statement of the Operating Costs for the preceding calendar year and Tenant’s Share of the increase in the Operating Costs. Tenant’s authorized representative shall be compensated on an hourly or project basis and not on (i) a contingent basis, (ii) the basis of a percentage of any savings or refund resulting from the audit, or (iii) in any other manner that makes such representative’s compensation for such audit in any way dependent on the results of the audit. Tenant may take exception to matters included in Operating Costs, or Landlord’s computation of Tenant’s Share, by sending notice specifying such exception end the reasons therefor to Landlord no later than thirty (30) days after Landlord makes such records available for examination. Landlord’s statement of the Operating Costs for the preceding calendar year and Tenant’s Share of the increase in the Operating Costs shall be considered final, except as to matters to which exception is taken after examination or Landlord’s books and records relating to Operating Costs of the Property in the foregoing manner and within the foregoing times. Tenant acknowledges that Landlord’s ability to budget and incur expenses depends on the finality of such statement, and accordingly agrees that time is of the essence of this

Section. If Tenant takes exception to any matter contained in such statement as provided herein, Landlord shall refer the matter to an independent certified public accountant, whose certification as to the proper amount shall be final and conclusive as between Landlord and Tenant. Tenant shall promptly pay the cost of such certification unless such certification determines that Landlord’s statement of the Operating Costs overstated the Operating Costs by more than five percent (5%). Pending resolution of any such exceptions in the foregoing manner, Tenant shall continue paying Tenant’s Share of Operating Costs in the amounts determined by Landlord, subject to adjustment after any such exceptions are so resolved. If such certification determines that Landlord’s statement of the Operating Costs overstated the Operating Costs, then Tenant shall receive a credit for Tenant’s Share of the amount of such overstatement against the next installment(s) of Minimum Monthly Rent and Additional Rent, provided, however, that at the end of the Term Landlord shall pay Tenant the excess at the time Landlord furnishes the statement to Tenant.

10. Use. Tenant shall use the Premises for the Permitted Use and for no other use without Landlord’s prior consent. Tenant agrees that it has determined to its satisfaction that the Premises can be used for the Permitted Use. Tenant waives any right to terminate this Lease if the Premises cannot be used for the Permitted Use during the Term unless the prohibition on use is the result of actions taken by Landlord. Tenant’s use of the Premises shall be in accordance with the following,

(a) Insurance. Tenant shall not do, bring, or keep anything in or about the Premises or the Property that will cause a cancellation of any insurance covering the Property. If the rate of any insurance carried by Landlord on the Property as published by the Washington Survey and Rating Bureau, or any successor rating bureau or agency, is Increased as a result of Tenant’s use, then Tenant shall pay to Landlord not less than ten (10) days before the date Landlord is obligated to pay a premium on the insurance, a sum equal to the difference between the original premium and the increased premium.

(b) Compliance with Laws. Tenant shall comply with all laws concerning the Premises and Tenant’s use of the Premises.

(c) Waste, Nuisance and Improper Use. Tenant shall not use the Premises in any manner that will constitute waste, nuisance or unreasonable annoyance to other tenants in the Building, including without limitation, (i) the use of loudspeakers or sound or light apparatus that can be heard or seen outside the Premises, (ii) for cooking or other activities that cause odors that can be detected outside the Premises, or (iii) for lodging or sleeping rooms.

(d) Damage to Property. Tenant shall not do anything in, on or about the Premises that will cause damage to the Property.

(e) Rules and Regulations. Tenant and its authorized representatives shall comply with the Rules and Regulations set forth on Exhibit D attached hereto. Landlord shall have the right to reasonably amend the Rules and Regulations from time to time. In the event of a conflict between this Lease and the Rules and Regulations, as amended, this Lease shall control. Landlord shall have the right to enforce the Rules and Regulations. Landlord shall have no liability or responsibility whatsoever with respect to the noncompliance by other tenants or their authorized representatives with any of such Rules and Regulations.

11. Hazardous Substances. Tenant shall not dispose of or otherwise allow the release of any Hazardous Substances in, on or under the Premises, or the Property, or in any tenant improvements or alterations placed on the Premises by Tenant. Tenant represents and warrants to Landlord that Tenant’s intended use of the Premises does not involve the use, production, disposal or bringing on to the Premises of any Hazardous Substances, except for products normally used in general business offices which constitute Hazardous Substances, provided that such products are used, stored and disposed of in accordance with applicable laws and manufacturer’s and supplier’s guidelines. Tenant shall promptly comply with all laws and with all orders, decrees or judgments of governmental authorities or courts having jurisdiction, relating to the use, collection, treatment, disposal, storage, control, removal or cleanup of Hazardous Substances, on or under the Premises or the Property, or incorporated in any tenant improvements or alterations, at Tenant’s expense.

(a) Compliance; Notification. After notice to Tenant and a reasonable opportunity for Tenant to effect such compliance, Landlord may, but is not obligated to, enter upon the Premises and take such actions and incur such costs and expenses to effect such compliance as it deems advisable to protect its interest in the Premises and the Property, provided, however that Landlord shall not be obligated to give Tenant notice and an opportunity to effect such compliance if (i) such delay might result in material adverse harm to the Premises, or the Property, or (it) an emergency exists. Tenant shall reimburse Landlord for the full amount of all costs and expenses incurred by Landlord in connection with such compliance activities, and such obligation shall continue even after expiration or termination of the Term. Tenant shall notify Landlord immediately of any release of any Hazardous Substances on the Premises or the Property.

(b) Indemnity by Tenant. Tenant agrees to hold Landlord harmless from and against any and all damages, charges, cleanup costs, remedial actions, costs and expenses, which may be imposed on, incurred or paid by, or asserted against Landlord, the Premises or the Property by reason of, or in connection with the acts or omissions of Tenant, its authorized representatives, or any subtenant or other person for whom Tenant would otherwise be liable, resulting in the release of any Hazardous Substances on the Premises or the Property.

(c) Indemnity by Landlord. Landlord agrees to hold Tenant harmless from and against any and all damages, charges, cleanup costs, remedial actions, costs and expenses, which may be imposed on, incurred or paid by, or asserted against Tenant, the Premises or the Property by reason of, or in connection with the acts or omissions of Landlord, or its employees, resulting in the release of any Hazardous Substances on the Premises or the Property.

(d) Acknowledgment as to Hazardous Substances. Tenant acknowledges that the Premises may contain Hazardous Substances, and Tenant accepts the Premises and the Building notwithstanding such Hazardous Substances. If Landlord is required by any law to take any action to remove or xxxxx any Hazardous Substances, or if Landlord deems it necessary to conduct special maintenance or testing procedures with regard to any Hazardous Substances, or to remove or xxxxx any Hazardous Substances, Landlord may take such action or conduct such procedures at times and in a manner that Landlord deems appropriate under the circumstances, and Tenant shall permit the same.

(e) Survival. The provisions of this Section shall survive the expiration or sooner termination of the Term. No subsequent modification or termination of this Lease by agreement of the parties or otherwise shall be construed to waive or to modify any provisions of this Section unless the termination or modification agreement or other document expressly so states in writing.

12. Landlord’s Maintenance; Inclusion in Operating Costs.

(a) Landlord’s Maintenance. Except as provided in Section 13 captioned “Tenant’s Maintenance; Remedies”, Section 23 captioned “Destruction” and Section 24 captioned “Condemnation” and except for damage caused by any negligent or intentional act or omission of Tenant or its authorized representatives, Landlord shall maintain in good condition and repair the following: (i) the structural parts of the Building, which structural parts include only the foundations, bearing and exterior walls, subflooring and roof, (ii) the building standard lighting fixtures, window coverings and ceiling tiles and the unexposed electrical, plumbing and sewage systems, including without limitation, those portions lying outside the Premises, (iii) the heating, ventilating and air-conditioning system, if any, servicing the Building, (iv) the lobbies, corridors, elevators, public or common restrooms and other common areas of the Building, and (v) the sidewalks, grounds, landscaping, parking and loading areas, if any, and other common areas of the Property.

(b) Inclusion in Operating Costs. The cost of maintaining, repairing, replacing or servicing the portions of the Building that Landlord is required to maintain pursuant to this Section shall be included in Operating Costs to the extent provided in Section 9 captioned “Operating Costs”.

13. Tenant’s Maintenance; Remedies.

(a) Tenant’s Maintenance. Except as provided in Section 12 captioned “Landlord’s Maintenance; Inclusion in Operating Costs”, Section 23 captioned “Destruction” and Section 24 captioned “Condemnation” and except for damage caused by any grossly negligent or intentional act or omission of Landlord or his authorized representatives, Tenant, at its cost, shall maintain to good condition and repair the Premises, including without limitation, all of the Tenant Improvements, Tenant’s alterations, Tenant’s trade fixtures, Tenant’s personal property, signs, walls, interior partitions, wall coverings, windows, non-building standard window coverings, glass within the Premises, doors, carpeting and resilient flooring, non-building standard ceiling tiles, plumbing fixtures and non-building standard lighting fixtures. Tenant shall be liable for any damage to the Premises and the Building resulting from the acts or omissions of Tenant or its authorized representatives.

(b) Landlord’s Remedies. If Tenant fails to maintain the Premises in good condition and repair (reasonable wear and tear accepted) as required by Subsection 13(a) and if such failure is not cured within thirty (30) days after notice of such failure is given by Landlord to Tenant, then Landlord may, at its option, cause the Premises to be maintained in good condition and repair and Tenant shall promptly reimburse Landlord for all reasonable costs incurred by Landlord in performance of Tenant’s obligation to maintain the Premises.

14. Tenant Improvements; Alterations and Trade Fixtures.

(a) Tenant Improvements. Tenant accepts the Premises in their “AS IS” condition without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements or to provide any allowances unless otherwise expressly provided in this Lease or in the Work Letter, if any, attached hereto as Exhibit C. Tenant shall not make any improvements or alterations to the Premises without Landlord’s prior consent.

(b) Alterations. Any improvements and alterations made by either party shall remain on and be surrendered with the Premises on expiration or termination of the Term, except that Landlord can elect by giving notice to Tenant within thirty (30) days before the expiration of the Term, or within thirty (30) days after termination of the Term, to require Tenant to remove any improvements and alterations that Tenant has made to the Premises. If Landlord so elects, Tenant, at its cost, shall restore the Premises to the condition designated by Landlord in its election (reasonable wear and tear accepted), before the last day of the Term, or within thirty (30) days after notice of election is given, whichever is later. Any improvements and alterations that remain on the Premises on expiration or termination of the Term shall automatically become the property of Landlord and title to such improvements and alterations shall

automatically pass to Landlord at such time without any payment therefor by Landlord to Tenant. If Tenant or its authorized representatives make any improvements or alterations to the Premises as provided in this Section, then such improvements and alterations (i) shall be made in a first class manner in conformity with then building standard improvements, (ii) shall be made utilizing then building standard materials, (iii) shall be made in compliance with the Rules and Regulations and the reasonable directions of Landlord, (iv) shall be made pursuant to a valid building permit to be obtained by Tenant, at its cost, and (v) shall be made In conformity with then applicable laws, including without limitation, building codes.

(c) Trade Fixtures. Tenant shall not install any trade fixtures in or on the Premises without Landlord’s prior consent.

15. Mechanics’ Liens. Tenant shall pay, or cause to be paid, all costs of labor, services and/or materials supplied in connection with any Work. Tenant shall keep the Property free and clear of all mechanics’ liens and other liens resulting from any Work. Prior to the commencement of any Work costing more than an amount equal to $25,000.00, or the supply or furnishing of any labor, services and/or materials in connection with any such Work, Tenant shall provide Landlord with a labor and material payment bond, a letter of credit or other security satisfactory to Landlord in an amount equal to one hundred percent (100%) of the aggregate price of all contracts therefor, with release of the bond conditioned on Tenant’s payment in full of all claims of lien claimants for such labor, services and/or materials supplied in the prosecution of the Work. Said payment bond shall name Landlord as a primary obligee, shall be given by a surety which is satisfactory to Landlord, and shall be in such form as Landlord shall approve in its sole discretion. Tenant shall have the right to contest the correctness or validity of any such lien if, immediately on demand by Landlord, it procures and records a lien release bond issued by a responsible corporate surety in an amount sufficient to satisfy statutory requirements therefor in the State of Washington. Tenant shall promptly pay or cause to be paid all sums awarded to the claimant on its suit, and, in any event, before any execution is issued with respect to any judgment obtained by the claimant in its suit or before such judgment becomes a lien on the Premises, whichever is earlier. If Tenant shall be in default under this Section, by failing to provide security for or satisfaction of any mechanic’s or other liens, then Landlord may (but shall not be obligated to), in addition to any other rights or remedies it may have, discharge said lien by (i) paying the claimant an amount sufficient to settle and discharge the claim, (ii) procuring and recording a lien release bond, or (iii) taking such other action as Landlord shall deem necessary or advisable, and, in any such event, Tenant shall pay as Additional Rent, on Landlord’s demand, all reasonable costs (including reasonable attorney fees) incurred by Landlord in settling and discharging such lien together with interest thereon in accordance with Section 39 captioned “Interest on Unpaid Rent” from the date of Landlord’s payment of said costs. Landlord’s payment of such costs shall not waive any default of Tenant under this Section.

16. Utilities and Services.

(a) Utilities and Services Furnished by Landlord. Landlord shall furnish the Premises with:

(i) Electricity for lighting and power suitable for the use of the Premises for ordinary general office and medical/workout purposes; provided, however, that Tenant shall not at any time have a connected electrical load for lighting purposes in excess of the wattage per square foot of Premises Area required for building standard amounts of lighting, or a connected load for all other power requirements in excess of four (4) xxxxx per square foot of Premises Area as determined by Landlord, and the electricity so provided for lighting and power shall not exceed such limits, subject to any lower limits set by any governmental authority with respect thereto;

(ii) Subject to the reasonable limitations of the existing building systems, heating, ventilating and air-conditioning, if the Building has an air-conditioning system, to maintain a temperature range in the Premises which is customary for similar office space in the Seattle, Washington area (but in compliance with any applicable governmental regulations with respect thereto). Tenant agrees to keep closed, when necessary, blinds, draperies and windows which must be closed to provide for the efficient operation of the heating and air-conditioning systems, if any, and Tenant agrees to cooperate with Landlord and to abide by the regulations and requirements which Landlord may prescribe for the proper functioning and protection of the heating, ventilating and air-conditioning system, if any. If Tenant requires heating, ventilating and air conditioning to the Premises other than during normal business hours from 6:00 A.M. to 8:30 P.M. Monday through Friday and 6..00 A.M. to 3:00 P.M. Saturday, except Sundays and those legal holidays generally observed to the State of Washington, Landlord shall, upon Tenant’s request made not less than 24 hours before the time Tenant requires the after hour service, and not later than Noon on the Friday before any Saturday or Sunday on which Tenant requires such service, and not later than Noon of the day before any holiday on which Tenant requires such service (except as otherwise provided in the Rules and Regulations), furnish such heating, ventilating and air conditioning. If Tenant receives such services, then Tenant shall pay, upon demand, an amount equal to Tenant’s proportionate share of the actual direct cost to Landlord in providing the heating, ventilating and air conditioning outside of normal business hours;

(ii) Water for restroom and drinking purposes and access to restroom facilities;

(iv) Elevator service for general office pedestrian usage if the Building is serviced by elevators;

(v) Relamping of building-standard light fixtures;

(vi) Washing of interior end exterior surfaces of exterior windows with reasonable frequency; and

(vii) Janitorial service five (5) times per week, except holidays. Janitorial specifications are attached hereto as Exhibit E. Tenant acknowledges that the standard janitorial service provided by Landlord may not be adequate to meet Tenant’s specific cleaning requirements. Any janitorial and cleaning services required by Tenant over and above the standard service provided by Landlord shall be provided by Tenant at Tenant’s sole cost and expense. Tenant may provide access to the Premises after Tenant’s business hours for its contractors providing such additional janitorial services

(b) Payment for Excess Utilities and Services. All services and utilities for the Premises not required to be furnished by Landlord pursuant to Section 16(a) shall be paid for by Tenant. If Tenant requires, on a regular basis, water, heat, air conditioning, electric current, elevator or janitorial service in excess of that provided for In Section 16(a), then Tenant shall first obtain the consent of Landlord which consent may be withheld in Landlord’s sole discretion. If Landlord consents to such excess use, Landlord may install an electric current or water meter (including, without limitation, any additional wiring, conduit or panel required therefor) to measure the excess electric current or water consumed by Tenant or may cause the excess usage to be measured by other reasonable methods (e.g. by temporary “check” meters or by survey). Tenant shall pay to Landlord upon demand (i) the cost of any and all water, heat, air conditioning, electric current, janitorial, elevator or other services or utilities required to be furnished to Tenant in excess of the services and utilities required to be furnished by Landlord as provided in Section 16(a); (ii) the cost of installation, maintenance and repair of any meter installed in the Premises; (iii) the cost of all electricity and water consumed by Tenant in connection with any dedicated heating, ventilating and/or air conditioning, computer power and/or air conditioning, telecommunications or other special systems of Tenant, including any power usage other than through existing standard 110-volt and 220-volt AC outlets; and (v) any reasonable cost incurred by Landlord in keeping account of or determining such excess utilities or services furnished to Tenant. Landlord’s failure to xxxx Tenant for any such excess utilities or services shall not waive Landlord’s right to xxxx Tenant for the excess at a later time.

(c) Temperature Balance. Landlord makes no representation to Tenant regarding the adequacy or fitness of the heating, ventilating and air-conditioning systems in the Building to maintain temperatures that may be required for, or because of, any of Tenant’s equipment other than normal office equipment, such as personal computers, laser printers, copiers, dictating machines and other small equipment normally used in business offices, and workout equipment such as treadmills. elliptical trainers, bicycles and stacked weights, and Landlord shall have no liability for loss or damage suffered by Tenant or others in connection therewith. Landlord’s obligations are limited to maintaining the HVAC in good working order and that Landlord does not warrant that the HVAC is adequate to cool the Premises if excess heat is generated from the exercise equipment (or the bodies on them). If the temperature otherwise maintained in any portion of the Premises by the heating, air conditioning or ventilation system is affected as a result of (i) any lights, machines or equipment (including without limitation electronic data processing machines) used by Tenant in the Premises or the use of more than one personal computer per person, (ii) the occupancy of the Premises by more than one person per two hundred (200) square feet of rentable area therein, (iii) an electrical load for lighting or power in excess of the limits per square foot of rentable area of the Premises specified in Section 16(a), or (iv) any rearrangement of partitioning or other improvements, Landlord may install any equipment, or modify any existing equipment (including the standard air conditioning equipment) Landlord deems necessary to restore the temperature balance. The cost of any such equipment, including without limitation, the cost of design and installation thereof, and the cost of operating, metering, maintaining or repairing the same, shall be paid by Tenant to Landlord upon demand. Tenant shall not install or operate window-mounted heating or air-conditioning units.

(d) Special Electrical or Water Connections; Electricity Use. Tenant will not, without the prior consent of Landlord, which Landlord in its sole discretion may refuse, connect or use any apparatus or device in the Premises (i) using current in excess of 220 volts or (ii) which will cause the amount of electricity, water, heating, air conditioning or ventilation furnished to the Premises to exceed the amount required for use of the Premises for ordinary general office purposes, as determined by Landlord, during normal business hours or (iii) which would cause Tenant’s connected load to exceed any limits established in Section 16(a). Tenant shall not connect with electric current except through existing outlets in the Premises and shall not connect with water pipes except through existing plumbing fixtures in the Premises. In no event shall Tenant’s use of electricity exceed the capacity of existing feeders to the Building or the risers or wiring installation, and Landlord may prohibit the use of any electrical equipment which in Landlord’s opinion will overload such wiring or interfere with the use thereof by other tenants in the Building. If Landlord consents to the use of equipment requiring such changes, Tenant shall pay the cost of installing any additional risers, panels or other facilities that may be necessary to furnish energy to the Premises.

Landlord will not permit additional coring of the floor of the Premises in order to install new electric outlets in the Premises unless Tenant furnishes Landlord with X-ray scans of the floor area where the Tenant wishes to place additional electrical outlets and Landlord, in its absolute discretion, is satisfied, on the basis of such X-ray scans and other information obtained by Landlord, that coring of the floor in order to install such additional outlets will not weaken the structure of the floor.

(e) Landlord’s Duties. Landlord shall not be in default under this Lease or liable for any damages resulting from, or incidental to, any of the following, nor shall any of the following be an actual or constructive eviction of Tenant, nor shall the Rent be abated by reason of: (i) failure to furnish or delay in furnishing any of the services

described in this Section when such failure or delay is caused by accident or any condition beyond the reasonable control of Landlord, including the making of necessary repairs or Improvements to the Premises or to the Building, (ii) any electrical surges or spikes, or (iii) failure to make any repair or to perform any maintenance, unless such failure shall persist for an unreasonable time after notice of the need for such repair or maintenance is given to Landlord by Tenant. Landlord shall use reasonable efforts to remedy any interruption in the furnishing of such services.

(f) Governmental Regulations. Any other provisions of this Section notwithstanding. if any governmental authority or utility supplier imposes any laws, controls, conditions, or other restrictions upon Landlord, Tenant, or the Building, relating to the use or conservation of energy or utilities, mandated changes in temperatures to be maintained in the Premises or the Building or the reduction of automobile or other emissions (collectively, the “Controls”), or in the event Landlord is required or elects to make alterations to the Building in order to comply with the Controls, Landlord may, in its sole discretion, comply and may require Tenant to comply with the Controls or make such alterations to the Building in order to comply with the Controls. Such compliance and the making of such alterations shall not constitute an actual or constructive eviction of Tenant, impose on Landlord any liability whatsoever, or entitle Tenant to any abatement of Rent.

17. Indemnity.

(a) Generally. Tenant shall hold Landlord harmless from and against any and all damages arising out of any damage to any persons or property occurring in, on or about the Premises or the Property resulting from the acts or omissions of Tenant or its authorized representatives. Landlord shall hold Tenant harmless from and against any and all damages arising out or any damage to any persons or property occurring in, on or about the Premises or the Property resulting from the acts or omissions of Landlord or its authorized representatives. A party’s obligation under this Section to indemnify and hold the other party harmless shall be limited to the sum that exceeds the amount of insurance proceeds, if any, received by the party being indemnified.

(b) Concurrent Negligence of Landlord and Tenant. Notwithstanding Section 17(a) above, in the event of concurrent negligence of Tenant, or its authorized representatives, on the one hand, and that of Landlord, or its authorized representatives, on the other hand, which concurrent negligence results in damage to any persons or property occurring in, on or about the Premises or the Property, either party’s obligation to indemnity the other party as set forth in Section 17(a) shall be limited to the extent of the negligence of the indemnifying party, or its authorized representatives, including the indemnifying party’s proportional share of costs and attorneys’ fees incurred in connection with any claims, actions or proceedings brought with respect to such damage.

(c) Waiver of Worker’s Compensation Immunity. The indemnification obligations contained in this Section shall not be limited by any worker’s compensation, benefit or disability laws, and each indemnifying party hereby waives (solely for the benefit of the indemnified party) any immunity that said indemnifying party may have under the Industrial Insurance Act, Title 51 RCW and similar worker’s compensation, benefit or disability laws.

(d) Provisions Specifically Negotiated. LANDLORD AND TENANT ACKNOWLEDGE BY THEIR EXECUTION OF THIS LEASE THAT EACH OF THE INDEMNIFICATION PROVISIONS OF THIS LEASE (SPECIFICALLY INCLUDING BUT NOT LIMITED TO THOSE RELATING TO WORKER’S COMPENSATION BENEFITS AND LAWS) WERE SPECIFICALLY NEGOTIATED AND AGREED TO BY LANDLORD AND TENANT.

18. Exemption of Landlord from Liability. Landlord and Landlord’s Agent shall not be liable for injury to Tenant’s business or loss of income therefrom or for damage which may be sustained by the person, goods, wares, merchandise or property of Tenant, its authorized representatives, or any other person in or about the Premises, caused by or resulting from fire, steam, electricity, gas, water or rain, which may leak or flow from or into any part of the Premises, or from the breakage, leakage, obstruction or other defects of the pipes, sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures of the same, whether the said damage or injury resulting from conditions arising upon the Premises or upon other portions of the Building or the Property unless such injury or damage is caused by the gross negligence or willful misconduct of Landlord or its authorized representatives.

19. Commercial General Liability and Property Damage Insurance. Tenant, at its cost, shall maintain commercial general liability insurance (including contractual liability and products end completed operations liability) with liability limits of not less than $1,000,000 per occurrence, and $2,000,000 annual aggregate, insuring against all liability of Tenant and its authorized representatives arising out of or in connection with Tenant’s use and occupancy of the Premises and property damage insurance with liability limits of not less then $1,000,000. All such commercial general liability and property damage insurance shall insure performance by Tenant of the indemnity provisions of Section 17 captioned “Indemnity”. Landlord and Landlord’s Agent shall be additional named insureds on such insurance policy.

20. Tenant’s Fire Insurance. Tenant, at its cost, shall maintain on all of Tenant’s Alterations, Trade Fixtures and Personal Property in, on or about the Premises, a policy of standard All Risk fire insurance, in an amount equal to at least their full replacement cost. The proceeds of any such policy shall be used by Tenant for the restoration of Tenant’s Alterations and Trade Fixtures and the replacement of its Personal Property. Any portion of such proceeds not used for such restoration shall belong to Tenant.

21. Waiver of Claims; Waiver of Subrogation Landlord and Tenant release each other, and their respective authorized representatives, from, and waive their entire claim of recovery for, any claims for damage to the Premises and the Building and to Tenant’s alterations, trade fixtures and personal property that are caused by or result from fire, lightning or any other perils normally included in an “all risk” property insurance policy whether or not such loss or damage is due to the negligence of Landlord, or its authorized representatives, or of Tenant, or its authorized representatives. Landlord and Tenant shall cause each insurance policy obtained by it to provide that the insurance company waives all right of recovery by way of subrogation against either party in connection with any damage covered by such insurance policy.

22. Other Insurance Matters. All insurance required to be carried by Tenant under this Lease shall: (i) be issued by insurance companies authorized to do business in the Slate of Washington with a rating of A/VI or better as rated in the most recent edition of Best’s Insurance Reports; (ii) be issued as a primary policy, and (iii) contain an endorsement requiring thirty (30) days’ prior written notice from the insurance company to both parties, to Landlord’s Agent, and, if requested by Landlord, to Landlord’s lender. before cancellation or change in the coverage, scope, or amount of any policy. Each policy or a certificate of the policy, together with evidence of payment of premiums, shall be deposited with Landlord on or before the Commencement Date, and on renewal of the policy not less than ten (10) days before expiration of the term of the policy.

23. Destruction.

(a) Insured Damage. If during the Term the Premises or the Building are partially or totally destroyed by any casualty that is covered by any Insurance carried by Landlord covering the Building, rendering the Premises partially or totally inaccessible or unusable, Landlord shall restore the Premises or the Building to substantially the same condition as they were in immediately before such destruction, if (i) the insurance proceeds available to Landlord equal or exceed the cost of such restoration, (ii) in the opinion of a registered architect or engineer appointed by Landlord such restoration can be completed within one hundred eighty (180) days after the date on which Landlord obtains all permits necessary for such restoration, and (iii) such restoration is permitted under then existing laws to be done in such a manner as to return the Premises, or the Building, as the case may be, to substantially the same condition as they were in immediately before such destruction. To the extent that the insurance proceeds must be paid to a mortgagee under, or must be applied to reduce any debt secured by, a mortgage covering the Property, the Insurance proceeds shall be deemed not to be available to Landlord unless such mortgagee permits Landlord to use the insurance proceeds for such restoration. Such destruction shall not terminate this Lease.

(b) Major or Uninsured Damage. If during the Term the Premises or the Building are partially or totally destroyed by any casualty and Landlord is not obligated under Section 23(e) captioned “Insured Damage” to restore the Premises or the Building, as the case may be, then Landlord may, at its election, either (i) restore the Premises or the Building to substantiality the same condition as they were in immediately before such destruction, or (ii) terminate this Lease effective as of the date of such destruction. If Landlord does not give Tenant notice within sixty (60) days after the date of such destruction of its election to restore the Premises or the Building, as the case may be, Landlord shall be deemed to have elected to terminate this Lease. If Landlord elects to restore the Premises or the Building, as the case may be, Landlord shall use commercially reasonable efforts to complete such restoration within one hundred eighty (180) days after the date on which Landlord obtains all permits necessary for such restoration, provided, however, that such one hundred eighty (180) day period shall be extended by a period equal to any delays caused by Force Majeure, and such destruction shall not terminate this Lease. If Landlord does not complete such restoration within one (1) year following the date of such destruction, then Tenant may elect to terminate this Lease by giving notice to such effect to Landlord within ten (10) days following the end of such one (1) year period.

(c) Damage to the Building. If during the Term the Building is partially destroyed by any casualty and if in the opinion of Landlord the Building should be restored in such a way as to materially alter the Premises, then Landlord may, at Landlord’s election, terminate this Lease by giving notice to Tenant of Landlord’s election to do so within sixty (60) days after the date of such destruction.

(d) Extent of Landlord’s Obligation to Restore. If Landlord is required or elects to restore the Premises as provided in this Section, Landlord shall not be required to restore alterations made by Tenant. Tenant’s trade fixtures and Tenant’s personal property, such excluded items being the sole responsibility of Tenant to restore.

(e) Abatement or Reduction of Rent. In case of damage to, or destruction of, the Premises or the Building the Minimum Monthly Rent shall be abated or reduced, between the date of destruction and the date of completion of restoration, by an amount that is in the same ratio to the Minimum Monthly Rent as the total number of square feet of the Premises that are so damaged or destroyed bears to the total number of square feet in the Premises.

24. Condemnation. If during the Term there is any taking of part or all of the Premises or the Building by condemnation, then the rights and obligations of the parties shall be as follows:

(a) Minor Taking. If there is a taking of less than ten percent (10%) of the Premises, this Lease shall remain in full force and effect.

(b) Major Taking. If there is a taking of ten percent (10%) or more of the Premises and if the remaining portion of the Premises is of such size or configuration that Tenant in Tenant’s reasonable judgment is unable to conduct its business in the Premises, then the Term shall terminate as of the date of taking.

(c) Taking of Part of the Building. If there is a taking of a part of the Building other than the Premises and if in the opinion of Landlord the Building should be restored in such a way as to materially alter the Premises, then Landlord may terminate the Term by giving notice to such affect to Tenant within sixty (60) days after the date of vesting of title in the condemnor and the Term shall terminate as of the date specified in such notice, which date shall not be less then sixty (60) days after the giving of such notice.

(d) Award. The entire award for the Premises, the Building and the Property, shall belong to and be paid to Landlord, Tenant hereby assigning to Landlord Tenant’s interest therein, if any, provided, however, that Tenant shall have the right to claim and recover from the condemnor compensation for the loss of any alterations made by Tenant, Tenant’s trade fixtures, Tenant’s personal property, moving expenses and business interruption,

(e) Abatement of Rent. If any part of the Premises is taken by condemnation and this Lease remains in full force and effect, on the date of taking the Minimum Monthly Rent shall be reduced by an amount that is in the same ratio to the Minimum Monthly Rent as the total number of square feet in the Premises taken bears to the total number of square feet in the Premises immediately before the date of taking.

25. Assignment and Subletting.

(a) Landlord’s Consent; Definitions. Tenant acknowledges that the Building is a multi-tenant office building, occupied by tenants specifically selected by Landlord, and that Landlord has a legitimate interest in the type and quality of such tenants, the location of tenants in the Building and in controlling the leasing of space in the Building so that Landlord can better meet the particular needs of its tenants and protect and enhance the relative image, position and value of the Building in the office building market. Tenant further acknowledges that the rental value of the Premises may fluctuate during the Term in accordance with market conditions, and, as a result, the Rent paid by Tenant under the Lease at any particular time may be higher or lower than the then market rental value of the Premises. Landlord and Tenant agree, and the provisions of this Section are intended to so provide, that, if Tenant voluntarily assigns its interest in this Lease or in the Premises or subleases any part or all of the Premises, a portion of the profits from any increase in the market rental value of the Premises shall belong to Landlord. Tenant acknowledges that, if Tenant voluntarily assigns this Lease or subleases any part or all of the Premises, Tenant’s investment in the subject portion of the Premises (specifically including, but not limited to, tenant improvements, good will or other assets) may be lost or reduced as a result of such action.

(b) Consent Required. Tenant shall not voluntarily assign or encumber its interest in this Lease or in the Premises, or sublease any part or all of the Premises, without Landlord’s prior consent, which consent shall not be unreasonably withheld. Any assignment, encumbrance or sublease without Landlord’s consent shall be voidable and, at Landlord’s election, shall constitute a default by Tenant under this Lease. In determining whether to approve a proposed assignment or sublease, Landlord shall place primary emphasis on the proposed transferee’s reputation and creditworthiness, the character of the business to be conducted by the proposed transferee at the Premises and the affect of such assignment or subletting on the tenant mix in the Building. In addition, Landlord shall have the right to approve the specific form of any assignment or sublease agreement, in no event shall Landlord be obligated to consent to any assignment or subletting which increases (i) the Operating Costs, (ii) the burden on the Building services, or (iii) the foot traffic, elevator usage or security concerns in the Building, or creates an increased probability of the comfort and/or safety of the Landlord and other tenants in the Building being unreasonably compromised or reduced (for example, but not exclusively, Landlord may deny consent to an assignment or subletting where the space will be used for a school or training facility, an entertainment, sports or recreation facility, retail sales to the public (unless Tenant’s permitted use is retail sales), a personnel or employment agency, a medical office, or an embassy or consulate or similar office). Landlord shall not be obligated to approve an assignment or subletting to (x) a current tenant of the Building or (y) a prospective tenant of the Building with whom Landlord is then negotiating. Landlord’s foregoing rights and options shall continue throughout the entire term of this Lease. No consent to any assignment, encumbrance or sublease shall constitute a waiver of the provisions of this Section and no other or subsequent assignment, encumbrance or sublease shall be made without Landlord’s prior consent. Neither an assignment or subletting nor the collection of Rent by Landlord from any person other than Tenant, nor the application of any such Rent as provided in this Section shall be deemed a waiver of any of the provisions of this Section or release Tenant from its obligation to comply with the terms and provisions of this Lease and Tenant shall remain fully and primarily liable for all of Tenant’s obligations under this Lease, including the obligation to pay Rent under this Lease. Any personal guarantee(s) of Tenant’s obligations under this Lease shall remain in full force and effect following any such assignment or subletting. In addition to Landlord’s other rights under this Section, Landlord may condition approval of an assignment or subletting hereunder on an increase in the amount of the Security Deposit or on receipt of personal guarantees of the assignee’s or sublessee’s obligations under this Lease. If Landlord approves of an assignment or subletting hereunder and this Lease contains any renewal or extension options, expansion options, rights of first refusal, rights of first negotiation or any other rights or options pertaining to additional space in the Building, such rights and/or options shall not run to the assignee or subtenant, it being agreed by the parties hereto that any such rights and options are personal to Tenant named herein and may not be transferred.

(c) Conditions to Assignment or Sublease. Tenant agrees that any instrument by which Tenant assigns or sublets all or any portion of the Premises shall expressly provide that the assignee or subtenant may not further assign or sublet the assigned or sublet space without Landlord’s prior consent (which consent shall not, subject to Landlord’s rights under this Section, be unreasonably withheld or delayed), and that the assignee or subtenant will comply with all of the provisions of this Lease and that Landlord may enforce the Lease provisions directly against such assignee or subtenant. If this Lease is assigned, whether or not in violation of the terms and provisions of this Lease, Landlord may collect Rent from the assignee. If the Premises, or any part thereof, is sublet, Landlord may, upon a default under this Lease, collect rent from the subtenant. In either event, Landlord may apply the amount collected from the assignee or subtenant to Tenant’s obligation to pay Rent under this Lease.

d) Events Constituting an Assignment or Sublease. For purposes of this Section provided the following transactions do not result in a decrease in the Tenant’s “net worth”, the following events shall not be deemed an assignment or sublease, as appropriate: (i) the issuance of equity interests (whether stock, partnership interests or otherwise) in Tenant, or any assignee or subtenant, if applicable, or any entity controlling any of them, to any person or group of related persons, in a single transaction or a series of related or unrelated transactions, such that, following such issuance, such person or group shall have Control (as defined below) of Tenant, or any assignee or subtenant, if applicable; or (ii) a transfer of Control of Tenant, or any assignee or subtenant, if applicable, or any entity controlling any of them, in a single transaction or a series of related or unrelated transactions (including, without limitation, by consolidation, merger, acquisition or reorganization).

(e) Processing Expenses. Tenant shall pay to Landlord the amount of Landlord’s cost of processing each proposed assignment or subletting including without limitation, reasonable attorneys’ and other professional fees, and the cost of Landlord’s administrative, accounting and clerical time (collectively, “Processing Costs”), and the amount of all reasonable direct and indirect expense incurred by Landlord arising from the assignee or sublessee taking occupancy of the subject space, including without limitation, reasonable costs of freight elevator operation for moving of furnishings and trade fixtures, security service, janitorial and cleaning service, rubbish removal service, costs of changing signage, and costs of changing locks and making new keys (collectively, “Occupancy Costs”). Notwithstanding anything to the contrary herein, Landlord shall not be required to process any request for Landlord’s consent to an assignment or subletting until Tenant has paid to Landlord Three Hundred Dollars ($300.00), or Landlord’s estimate of the Processing Costs and the Occupancy Costs, whichever is greater.

(f) Consideration to Landlord. In the event of any assignment or sublease, whether or not requiring Landlord’s consent, Landlord shall be entitled to receive, as Additional Rent, one-half (1/2) of any consideration, including without limitation, payment for leasehold improvements paid for by Landlord, paid by the assignee or subtenant for the assignment or sublease and, in the case of sublease, the excess of the amount of rent paid for the sublet space by the subtenant over the total amount of Minimum Monthly Rent under Section 5 and Additional Rent under Sections 7 and 9. Upon Landlord’s request, Tenant shall assign to Landlord all amounts to be paid to Tenant by the assignee or subtenant and shall direct such assignee or subtenant to pay the same directly to Landlord. If there is more than one sublease under this Lease, the amounts (if any) to be paid by Tenant to Landlord pursuant to the preceding sentence shall be separately calculated for each sublease and amounts due Landlord with regard to any one sublease may not be offset against rental and other consideration due under any other sublease.

(g) Procedures. If Tenant desires to assign this Lease or any interest therein or sublet all or part of the Premises, Tenant shall give Landlord written notice thereof designating the space proposed to be sublet and the terms proposed. If the proposed sublease covers the entire Premises and if the term of the proposed sublease (including any renewal terms) will expire during the final six (6) months of the Term (or if Tenant has exercised a renewal option, if any, then during the final six (6) months of the subject renewal period), then Landlord shall have the prior right and option (to be exercised by written notice to Tenant given within fifteen (15) days after receipt of Tenant’s notice) (i) to terminate this Lease, or (ii) to approve Tenant’s proposal to sublet conditional upon Landlord’s subsequent written approval of the specific sublease obtained by Tenant and the specific subtenant named therein. If Landlord exercises its option described in (ii) above, Tenant shall submit to Landlord for Landlord’s written approval Tenant’s proposed sublease agreement (in which the proposed subtenant shall be named) together with a current reviewed or audited financial statement prepared by a certified public accountant for such proposed subtenant and a credit report on such proposed subtenant prepared by a recognized credit reporting agency. If Landlord fails to exercise its option to terminate this Lease, this shall not be construed as or constitute a waiver of any of the provisions of this Section. If Landlord exercises its option to terminate this Lease, Landlord shall not have any liability for any real estate brokerage commission(s) or with respect to any of the costs and expenses that Tenant may have incurred in connection with its proposed subletting, and Tenant agrees to hold Landlord harmless from and against any and all claims (including, without limitation, claims for commissions) arising from such proposed subletting. Landlord’s foregoing rights and options shall continue throughout the Term. For purposes of this Section, a proposed assignment of this Lease in whole or in part shall be deemed a proposed subletting of such space.

(h) Documentation. No permitted subletting by Tenant shall be effective until there has been delivered to Landlord a counterpart of the sublease in which the subtenant agrees to be and remain jointly and severalty liable with Tenant for the payment of Rent pertaining to the sublet space and for the performance of all of the terms and provisions of this Lease; provided, however, that the subtenant shall be liable to Landlord for rent only in the amount set forth in the sublease. No permitted assignment shall be effective unless and until there has been delivered to Landlord a counterpart of the assignment in which the assignee assumes all of Tenant’s obligations under this Lease

arising on or after the date of the assignment. The failure or refusal of a subtenant or assignee to execute any such instrument shall not release or discharge the subtenant or assignee from its liability as set forth above.

(I) No Merger. Without limiting any of the provisions of this Section, if Tenant has entered into any subleases of any portion of the Premises, the voluntary or other surrender of this Lease by Tenant, or a mutual cancellation by Landlord and Tenant, shall not work a merger, and shall, at the option of Landlord, terminate all or any existing subleases or subtenancies or, at the option of Landlord, operate as an assignment to Landlord of any or all such subleases or subtenancies.

26. Default. The occurrence of any of the following shall constitute a default by Tenant under this Lease:

(a) Failure to Pay Rent. Failure to pay Rent when due, if the failure continues for a period of three (3) days after notice of such default has been given by Landlord to Tenant.

(b) Failure to Comply with Rules and Regulations. Failure to comply with the Rules and Regulations, if the failure continues for a period of twenty-four (2d) hours after notice of such default is given by Landlord to Tenant. If the failure to comply cannot reasonably be cured within twenty-four (24) hours, then Tenant shall not be in default under this Lease if Tenant commences to cure the failure to comply within twenty-four (24) hours and diligently and in good faith continues to cure the failure to comply.

(c) Other Defaults. Failure to perform any other provision of this Lease, if the failure to perform is not cured within thirty (30) days after notice of such default has been given by Landlord to Tenant. If the default cannot reasonably be cured within thirty (30) days, then Tenant shall not be in default under this Lease if Tenant commences to cure the default within thirty (30) days and diligently and in good faith continues to cure the default.

(d) Appointment of Trustee or Receiver. The appointment of a trustee or receiver to take possession of substantially all of the Tenants assets located at the Premises or of Tenant’s interest in this Lease, where possession is not restored to Tenant within sixty (60) days; or the attachment, execution or other judicial seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where such seizure is not discharged within sixty (60) days.

27. Remedies. If Tenant commits a default, Landlord shall have the following alternative remedies, which are in addition to any remedies now or later allowed by law:

(a) Maintain Lease In Force. Maintain this Lease in full force and effect and recover the Rent and other monetary charges as they become due, without terminating Tenant’s right to possession, irrespective of whether Tenant shall have abandoned the Premises. If Landlord elects to not terminate the Lease, Landlord shall have the right to attempt to re-let the Premises at such rent and upon such conditions and for such a term, and to do all acts necessary to maintain or preserve the Premises as Landlord deems reasonable and necessary without being deemed to have elected to terminate the Lease including removal of all persons and property from the Premises; such property may be removed and stored in a public warehouse or elsewhere at the cost of and for the account of Tenant. In the event any such re-letting occurs, this Lease shall terminate automatically upon the new Tenant taking possession of the Premises. Notwithstanding that Landlord fails to elect to terminate the Lease initially, Landlord at any time during the term of this Lease may elect to terminate this Lease by virtue of such previous default of Tenant.

(b) Terminate Lease. Terminate Tenant’s right to possession by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such event Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant’s default including without limitation thereto, 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 or award exceeds the amount or such rental loss that 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 such rental loss that is proved 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 without limitation, any costs or expenses incurred by Landlord in (A) retaking possession of the Premises, including reasonable attorney fees therefor, (B) maintaining or preserving the Premises after such default, (C) preparing the Premises for reletting to a new tenant, including repairs or necessary alterations to the Premises for such reletting, (D) leasing commissions incident to reletting to a new tenant, and (E) any other costs necessary or appropriate to relet the Premises; plus (v) at Landlord’s election, such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time by applicable state law. The amounts described in clauses (C) and (D) shall be amortized over the term of the new tenant’s lease, and Tenant shall only be liable to Landlord for the portion of such amounts attributable to the period prior to the Expiration Date of this Lease set forth in Section 1. Upon any such re-entry Landlord shall have the right to make any reasonable repairs, alterations or modifications to the Premises, which Landlord in its sole discretion deems reasonable and necessary. As used in Subsection 27(b)(i) the “worth at the time of award” is computed by allowing interest at the rate of fifteen percent (15%) per year from the date of default. As used in Subsections 27(b)(ii) and 27(b)(iii) the “worth at the time of award” is computed by discounting such amounts at the discount rate of eight percent (8%) per year.

28. Bankruptcy.

(a) Assumption of Lease. If Tenant becomes a Debtor under Chapter 7 of the Bankruptcy Code (“Code”) or a petition for reorganization or adjustment of debts is filed concerning Tenant under Chapters 11 or 13 of the Code, or a proceeding is filed under Chapter 7 of the Code and is transferred to Chapters 11 or 13 of the Code, the Trustee or Tenant, as Debtor and as Debtor-In-Possession, may not elect to assume this Lease unless at the time of such assumption the Trustee or Tenant has:

(i) Cured all defaults under the Lease and paid all sums due and owing under the Lease or provided Landlord with “Adequate Assurance” (as defined below) that: (I) within ten (10) days from the date of such assumption, the Trustee or Tenant will completely pay all sums due and owing under this Lease and compensate Landlord for any actual pecuniary loss resulting from any existing default or breach of this Lease, including without limitation, Landlord’s reasonable costs, expenses, accrued interest, and attorneys’ fees incurred as a result of the default or breach; (II) within twenty (20) days from the date of such assumption, the Trustee or Tenant will cure all non-monetary defaults and breaches under this Lease, or, if the nature of such non-monetary defaults is such that more than twenty (20) days are reasonably required for such cure, that the Trustee or Tenant will commence to cure such non-monetary defaults within twenty (20) days and thereafter diligently prosecute such cure to completion; and (III) the assumption will be subject to all of the provisions of this Lease.

(ii) For purposes of this Section, Landlord and Tenant acknowledge that, in the context of a bankruptcy proceeding involving Tenant, at a minimum, “Adequate Assurance” shall mean: (i) the Trustee or Tenant has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to assure Landlord that the Trustee or Tenant will have sufficient funds to fulfill the obligations of Tenant under this Lease; (ii) the Bankruptcy Court shall have entered an Order segregating sufficient cash payable to Landlord and/or the Trustee or Tenant shall have granted a valid and perfected first lien and security interest and/or mortgage in or on property of Trustee or Tenant acceptable as to value and kind to Landlord, to secure to Landlord the obligation of the Trustee or Tenant to cure the monetary and/or non-monetary defaults and breaches under this Lease within the time periods set forth above: and (iii) the Trustee or Tenant, at the very minimum, shall deposit a sum equal to two (2) month’s Minimum Monthly Rent to be held by Landlord (without any allowance for interest thereon) to secure Tenant’s future performance under the Lease.

(b) Assignment of Lease. If the Trustee or Tenant has assumed the Lease pursuant to the provisions of this Section for the purpose of assigning Tenant’s interest hereunder to any other person or entity, such interest may be assigned only after the Trustee, Tenant or the proposed assignee have complied with all of the terms, covenants and conditions of this Lease, including. without limitation, those with respect to Additional Rent. Landlord and Tenant acknowledge that such terms, covenants and conditions are commercially reasonable in the context of a bankruptcy proceeding of Tenant. Any person or entity to which this Lease is assigned pursuant to the provisions of the Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Lease on and after the date of such assignment. Any such assignee shall upon request execute and deliver to Landlord an instrument confirming such assignment.

(c) Adequate Protection. Upon the filing of a petition by or against Tenant under the Code, Tenant, as Debtor and as Debtor-In-Possession, and any Trustee who may be appointed agree to adequately protect Landlord as follows: (i) to perform each and every obligation of Tenant under this Lease until such time as this Lease is either rejected or assumed by Order of the Bankruptcy Court; (ii) to pay all monetary obligations required under this Lease, including without limitation, the payment of Minimum Monthly Rent, Tenant’s Share of Real Property Taxes, Tenant’s Share of Operating Costs and any other sums payable by Tenant to Landlord under this Lease which is considered reasonable compensation for the use and occupancy of the Premises; (iii) provide Landlord a minimum of thirty (30) days prior written notice, unless a shorter period is agreed to in writing by the parties, of any proceeding relating to any assumption of this Lease or any intent to abandon the Premises, which abandonment shall be deemed a rejection of this Lease; and (iv) to perform to the benefit of Landlord as otherwise required under the Code. The failure of Tenant to comply with the above shall result in an automatic rejection of this Lease.

29. Limitation of Actions. Any claim, demand, right or defense of any kind by Tenant which is based upon or arises in connection with this Lease or the negotiations prior to its execution, shall be barred unless Tenant commences an action thereon, or interposes in a legal proceeding a defense by reason thereof, within one (1) year after the date Tenant actually becomes aware of the act or omission on which such claim, demand, right or defense is based.

30. Limitation on Landlord’s Liability. Anything in this Lease to the contrary notwithstanding, covenants, undertakings and agreements herein made on the part of Landlord are made and intended not as personal covenants, undertakings and agreements or for the purpose of binding Landlord personally or the assets of Landlord except Landlord’s interest in the Property, but are made and intended for the purpose of binding only the Landlord’s interest in the Property. No personal liability or personal responsibility is assumed by, nor shall at any time be asserted or enforceable against Landlord or its partners and their respective heirs, legal representatives, successors and assigns on account of this Lease or on account of any covenant, undertaking or agreement of Landlord contained in this Lease.

31. Signs. Tenant shall not have the right to place, construct or maintain any sign, advertisement, awning, banner or other exterior decoration without Landlord’s consent. Any sign that Tenant has Landlord’s consent to place, construct and maintain shall comply with all laws, and Tenant shall obtain any approval required by such laws. Landlord makes no representation with respect to Tenant’s ability to obtain such approval.

32. Landlord’s Right to Enter the Premises. Landlord and its authorized representatives shall have the right to enter the Premises at reasonable times and upon reasonable prior notice (except in an emergency when no such notice shall be required) for any of the following purposes: (i) to determine whether the Premises are in good condition and whether Tenant is complying with its obligations under this Lease, (ii) to do any maintenance; to make any restoration to the Premises or the Building that Landlord has the right or the obligation to perform, and to make any improvements to the Premises or the Building that Landlord deems necessary, (iii) to serve, post or keep posted any notices required or allowed under the provisions of this Lease, (iv) to post any ordinary “For Sale” signs at any time during the Term and to post any ordinary “For Lease” signs during the last ninety (90) days of the Term, and (v) to show the Premises to prospective brokers, agents, purchasers, tenants or lenders, at any time during the Term. Landlord acknowledges that Tenant is subject to HIPAA regulations covering patients confidentiality and will make best efforts not to compromise this law with regard to access.

Landlord shall not be liable in any manner for any inconvenience, annoyance, disturbance, loss of business, nuisance, or other damage arising out of Landlord’s entry on the Premises as provided in this Section, except damage resulting from the grossly negligent or willful acts of Landlord or its authorized representatives. Tenant shall not be entitled to an abatement or reduction of Rent if Landlord exercises any right reserved in this Section. Landlord shall conduct its activities on the Premises as allowed in this Section in a reasonable manner so as to cause minimal inconvenience, annoyance or disturbance to Tenant.

33. Subordination. This Lease is and shall be prior to any mortgage recorded after the date of this Lease affecting the Property. If, however, a lender requires that this Lease be subordinate to any mortgage, this Lease shall be subordinate to that mortgage if Landlord first obtains from the lender a written agreement that provides substantially the following:

“As long as Tenant performs its obligations under this Lease, no foreclosure of, deed given to lieu of foreclosure of, or sale under the mortgage, and no steps or procedures taken under the mortgage, shall affect Tenant’s rights under this Lease.”

Tenant shall attorn to any purchaser at any foreclosure sale, or to any grantee or transferee designated in any deed given in lieu of foreclosure. Tenant shall execute the written agreement and any other documents required by the lender to accomplish the purposes of this Section.

34. Right to Estoppel Certificates. Tenant, within ten (10) business days after notice from Landlord, shall execute and deliver to Landlord, in recordable form, a certificate stating that this Lease is unmodified and in full force and effect, or in full force and effect as modified and stating the modifications. The certificate shall also state the amount of Minimum Monthly Rent, the dates to which Rent has been paid in advance, and the amount of any Prepaid Rent or Security Deposit and such other matters as Landlord may reasonably request. Failure to deliver the certificate within such ten (10) business day period shall be conclusive upon Tenant for the benefit of Landlord and any successor to Landlord, that this Lease is in full force and effect and has not been modified except as may be represented by Landlord requesting the certificate.

35. Transfer of Landlord’s Interest. If Landlord sells or transfers the Property, Landlord, on consummation of the sale or transfer, shall be released from any liability thereafter accruing under this Lease if Landlord’s successor has assumed in writing, for the benefit of Tenant, Landlord’s obligations under this Lease. If any Security Deposit or Prepaid Rent has been paid by Tenant, Landlord shall transfer such Security Deposit or Prepaid Rent to Landlord’s successor and on such transfer Landlord shall be discharged from any further liability with respect to such Security Deposit or Prepaid Rent.

36. Attorneys’ Fees. If either party shall bring any action for relief against the other party, declaratory or otherwise, arising out of this Lease, including any action by Landlord for the recovery of Rent or possession of the Premises, the losing party shall pay the successful party a reasonable sum for attorneys’ fees which shall be deemed to have accrued on the commencement of such action and shall be paid whether or not such action is prosecuted to judgment.

37. Surrender; Holding Over.

(a) Surrender. On expiration or ten (10) days after termination of the Term, Tenant shall surrender the Premises and all Tenant’s Improvements and alterations to Landlord broom clean and in good condition. Tenant shall remove all of its trade fixtures and personal property, which personal property specifically includes all cabling installed in the Premises by Tenant (unless Tenant has received consent from Landlord that such cabling may be surrendered with and remain in the Premises), within the time period stated in this Section. Tenant, at its cost, shall perform all restoration made necessary by, and repair any damage to the Premises caused by, the removal of its trade fixtures, personal property and signs to Landlord’s reasonable satisfaction within the time period stated in this Section. Landlord may, at its election, retain or dispose of in any manner any of Tenant’s trade fixtures or personal property that Tenant does not remove from the Premises on expiration or within ten (10) days after termination of the Term as allowed or required by the provisions of this Lease by giving ten (10) days notice to Tenant. Title to any such trade fixtures and personal property that Landlord elects to retain or dispose of on expiration of such ten (10) day period shall vest in Landlord. Tenant waives all claims against Landlord for any damage to Tenant resulting from Landlord’s

retention or disposition of any such trade fixtures and personal property. Tenant shall be liable to Landlord for Landlord’s reasonable costs for storing, removing and disposing of Tenant’s trade fixtures and personal property. If Tenant fails to surrender the Premises to Landlord on expiration or ten (10) days after termination of the Term as required by this Section, Tenant shall pay Landlord Rent in an amount equal to 150% of the Minimum Monthly Rent applicable for the month immediately prior to the expiration or termination of the Term, or the amount provided by law, whichever is greater, for the entire time Tenant thus remains in possession and Tenant shall be liable for, shall indemnify Landlord against and shall hold Landlord harmless from all damages resulting from Tenant’s failure to timely surrender the Premises, including without limitation, (i) any Rent payable by, or any damages claimed by, any prospective tenant of any part or all of the Premises, and (ii) Landlord’s damages resulting from such prospective tenant rescinding or refusing to enter into the prospective lease of part or all of the Premises by reason of Tenant’s failure to timely surrender the Premises. If Tenant, without Landlord’s prior consent, remains in possession of the Premises after expiration or termination of the Term, or after the date in any notice given by Landlord to Tenant terminating this Lease, such possession by Tenant shall be deemed to be a tenancy at sufferance terminable at any time by either party.

(b) Holding Over with Landlord’s Consent. If Tenant, with Landlord’s prior consent, remains in possession of the Premises after expiration or termination of the Term, or after the date in any notice given by Landlord to Tenant terminating this Lease, such possession by Tenant shall be deemed to be a month-to-month tenancy terminable by Landlord by a notice given to Tenant at least twenty (20) days prior to the end of any such monthly period or by Tenant by a notice given to Landlord at least thirty (30) days prior to the end of any such monthly period. During such month-to-month tenancy, Tenant shall pay Rent in the amount then agreed to in writing by Landlord and Tenant. All provisions of this Lease, except those pertaining to term, shall apply to the month-to-month tenancy.

38. Agency Disclosure; Agent/Broker Disclosure; Broker.

(a) Agency Disclosure. Xxxxxx Xxxxx Inc hereby discloses that it represents the Landlord and Colliers International represents the Tenant in this transaction.

(b) Agent/Broker Disclosure. MSI 83 King L.L.C. is a Washington limited liability company composed of H. Xxxxxx Xxxxx, III, as the managing member and other individuals as members. The managing member and several of the members are licensed real estate brokers and/or real estate agents in the State of Washington.

(c) Broker. Landlord and Tenant each represent to the other that neither is represented by any broker, agent or finder with respect to this Lease in any manner, except the Broker(s). The commission due to the Broker(s) shall be paid by Landlord pursuant to a separate agreement. Each party agrees to indemnify and hold the other party harmless from and against any and all liability, costs, damages, causes of action or other proceedings instituted by any broker, agent or finder, licensed or otherwise. claiming through, under or by reason of the conduct of the indemnifying party in any manner whatsoever in connection with this Lease. If Tenant engages a broker, agent or finder to represent Tenant in connection with any renewal of this Lease, then the commission or any fee of such broker, agent or finder shall be paid by Tenant.

39. Interest on Unpaid Rent. In addition to the Late Charge as provided in Section 5(b), Rent not paid when due shall bear interest from the date due until paid at the rate of fifteen percent (15%) per year, or the maximum legal rate of interest, whichever is less.

40. Landlord’s Option to Relocate Tenant. [This Section is intentionally omitted.]

41. Definitions. As used in this Lease, the following words and phrases, whether or not capitalized, shall have the following meanings:

(a) “Additional Rent” means pass-throughs of increases in Operating Costs and Taxes, as defined in this Lease, and other monetary sums to be paid by Tenant to Landlord under the provisions of this Lease.

(b) “Alteration” means any addition or change to, or modification of, the Premises made by Tenant, including without limitation, fixtures, but excluding trade fixtures as defined in this Section.

(d) “Award” means all compensation, sums or anything of value awarded, paid or received on a total or partial condemnation.

(e) “Common Areas” means all areas outside the Premises and within the Building or on the Land that are provided and designated by Landlord from time to time for the general, non-exclusive use of Landlord. Tenant and other tenants of the Building and their authorized representatives, including without limitation, common entrances, lobbies, corridors, stairways and stairwells, elevators, escalators, public restrooms and other public portions of the Building.

(f) “Condemnation” means the exercise of any governmental power, whether by legal proceedings or otherwise, by a condemnor and a voluntary sale or transfer by Landlord to any condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending.

(g) “Condemnor” means any pubic or quasi-public authority or entity having the power of condemnation.

(h) “Damage” means any injury, deterioration, or loss to a person, property, the Premises or the Building caused by another person’s acts or omissions or by Acts of God. Damage includes death.

(i) “Damages” means a monetary compensation or indemnity that can be recovered in the courts by any person who has suffered damage to his person, property or rights through another’s acts or omissions.

(j) “Date of taking” means the date the condemnor has the right to possession of the property being condemned.

(k) “Encumbrance” means any mortgage, deed of trust or other written security device or agreement affecting the Premises, and the note or other obligation secured by it, that constitutes security for the payment of a debt or performance of an obligation.

(l) “Expiration” means the coming to an end of the time specified in the Lease as its duration, including any extension of the Term.

(m) “Force majeure” means strikes, lockouts, labor disputes, shortages of labor or materials, fire or other casualty, Acts of God or any other cause beyond the reasonable control of a party.

(n) “Good condition” means the good physical condition of the Premises and each portion of the Premises, including without limitation, all of the Tenant Improvements, Tenant’s alterations, Tenant’s trade fixtures, Tenant’s Personal Property, all as defined in this Section, signs, walls, interior partitions, windows, window coverings, glass, doors, carpeting and resilient flooring, ceiling tiles, plumbing fixtures and lighting fixtures, all of which shall be in conformity with building standard finishes, ordinary wear and tear, damage by fire or other casualty and taking by condemnation excepted.

(o) “Hazardous substances” means any industrial waste, toxic waste, chemical contaminant or other substance considered hazardous, toxic or lethal to persons or property or designated as hazardous, toxic or lethal to persons or property under any laws, including without limitation, asbestos material or materials containing asbestos.

(p) “Hold harmless” means to defend and indemnify from all liability, losses, penalties, damages as defined in this Section, costs, expenses (including without limitation, attorneys’ fees), causes of action, claims or judgments arising out of or related to any damage, as defined in this Section, to any person or property.

(q) “Law” means any constitution, statute, ordinance, regulation, rule, resolution, judicial decision, administrative order or other requirement of any federal, state, county, municipal or other governmental agency or authority having jurisdiction over the parties or the Property, or both, in effect either at the time of execution of this Lease or at any time during the Term, including without limitation, any regulation or order of a quasi-official entity or body (e.g., board of fire examiners or public utilities) and any legally effective conditions, covenants or restrictions affecting the Property.

(r) “Lender” means the mortgagee, beneficiary, secured party or other holder of an encumbrance, as defined in this Section.

(s) “Lien” means a charge imposed on the Premises by someone other than Landlord, by which the Premises are made security for the performance of an act.

(t) “Maintenance” means repairs, replacement, repainting and cleaning.

(u) “Mortgage” means any deed of trust, mortgage or other written security device or agreement affecting the Premises, and the note or other obligation secured by it, that constitutes security for the payment of a debt or performance of an obligation.

(v) “Mortgagee” means the beneficiary under a deed of trust or mortgagee under a mortgage.

(w) “Mortgagor” means the grantor or trustor under a deed of trust or mortgagor under a mortgage.

(x) “Operating Costs” means all costs of any kind incurred by Landlord in operating, cleaning, equipping, protecting, lighting, repairing, replacing, heating, air-conditioning, maintaining and insuring the Property. Operating Costs shall include, without limitation, the following costs: (i) salaries, wages, bonuses and other compensation (including hospitalization, medical, surgical, retirement plan, pension plan, union dues, life insurance, including group life insurance, welfare and other fringe benefits, and vacation, holidays and other paid absence

benefits) relating to employees of Landlord or its agents directly engaged in the operation, repair, or maintenance of the Property; (ii) payroll, social security, workers’ compensation, unemployment and similar taxes with respect to such employees of Landlord or its authorized representatives, and the cost of providing disability or other benefits imposed by law or otherwise, with respect to such employees; (iii) uniforms (including the cleaning, replacement and pressing thereof) provided to such employees; (iv) premiums and other charges incurred by Landlord with respect to fire, earthquake, other casualty, all risk, rent loss and liability insurance, any other insurance as is deemed necessary or advisable in the reasonable judgment of Landlord and, after the Base Year, costs of repairing an insured casualty to the extent of the deductible amount under the applicable insurance policy; (v) water charges and sewer rents or fees; (vi) license, permit and inspection fees; (vii) sales, use and excise taxes on goods and services purchased by Landlord in connection with the operation, maintenance or repair of the Property and Building systems and equipment; (viii) telephone, facsimile, messenger, express delivery service, postage, stationery supplies and other expenses incurred in connection with the operation, management, maintenance, or repair of the Property; (ix) property management fees and expenses; (x) repairs to and physical maintenance of the Property, including building systems and appurtenances thereto and normal repair and replacement of worn-out equipment, facilities and installations, but excluding the replacement of major building systems (except to the extent provided in (xvi) and (xvii) below); (xi) janitorial, window cleaning, security, extermination, water treatment, rubbish removal, plumbing and other services and inspection or service contracts for elevator, electrical, HVAC, mechanical and other building equipment and systems or as may otherwise be necessary or proper for the operation or maintenance of the Property; (xii) supplies, tools, materials, and equipment used in connection with the operation, maintenance or repair of the Property; (xiii) accounting, legal and other professional fees and expenses; (xiv) painting the exterior or the public or common areas of the Building and the cost of maintaining the sidewalks, landscaping and other common areas of the Property; (xv) all costs and expenses for electricity, chilled water, air conditioning, water for heating, gas. fuel, steam, heat, lights, power and other energy related utilities required in connection with the operation, maintenance and repair of the Property; (xvi) the cost of any improvements which Landlord elects to capitalize made by Landlord to the Property during the Term in compliance with the requirements of any laws or regulation or insurance requirement with which the Property was not required to comply during the Base Year, as reasonably amortized by Landlord, with interest on the unamortized balance at the rate of twelve percent (12%) per year, or the maximum legal rate of interest, whichever is less; (xvii) the cost of any improvements which Landlord elects to capitalize made by Landlord to the Property during the term of this Lease for the protection of the health and safety of the occupants of the Property or that are intended to reduce other Operating Costs, as reasonably amortized by Landlord, with interest on the unamortized balance at the rate of twelve percent (12%) per year, or the maximum legal rate of interest, whichever is less; (xviii) a reasonable reserve for repair or replacement of equipment used in the maintenance or operation of the Property, (xix) the cost of furniture, draperies, carpeting, landscaping and other customary and ordinary items of personal property (excluding paintings, sculptures and other works of art) provided by Landlord for use to common areas of the Building or in the Building office (to the extent that such Building office is dedicated to the operation and management of the Property), such costs to be amortized over the useful life thereof; (xx) Building office rent or rental value; and (xxi) all other costs which, in accordance with generally sound accounting and management principles used by Landlord, as applied to the maintenance and operation of office and/or retail buildings, are property chargeable to the operation and maintenance of the Property.

Operating Costs shoe not include the following: (i) depreciation on the Building; (ii) debt service; (iii) capital improvements, except as otherwise provided in clauses (xvi) and (xvii) above, (iv) rental under any ground or underlying leases; (v) Real Property Taxes, (vi) attorney’s fees and expenses incurred in connection with lease negotiations with prospective tenants, or default or enforcement proceedings with respect to defaulting tenants; (vii) the cost of tenant improvements; (viii) advertising expenses; or (ix) real estate broker’s or other leasing commissions.

(y) “Parties” means Landlord and Tenant.

(z) “Party” means Landlord or Tenant.

(aa) “Person” means one or more human beings, or legal entities or other artificial persons, including without limitation, partnerships, corporations, trusts, estates, associations and any combination of human beings and legal entities.

(bb) “Property” means the Premises, Building and Land.

(cc) “Provision” means any term, agreement, covenant, condition, clause, qualification, restriction, reservation, or other stipulation in the Lease that defines or otherwise controls, establishes, or limits the performance required or permitted by either party.

(dd) “Real Property Taxes” means any form of tax, assessment, general assessment, special assessment, lien, levy, bond obligation, license fee, license tax, tax or excise on rent, or any other levy, charge or expense, together with any statutory interest thereon, (individually and collectively, the “Impositions”), now or hereafter imposed or required by any authority having the direct or indirect power to tax, including any federal, state, county or city government or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, (individually and collectively, the “Governmental Agencies”) on any interest of Landlord or Tenant or both (including any legal or equitable interest of Landlord or its mortgagee, if any) in the Premises or the Property, including without limitation:

(i) any Impositions upon, allocable to or measured by the area of the Premises or the Property, or the rental payable hereunder, including without limitation, any gross income tax or excise tax levied by any Governmental Agencies with respect to the receipt of such rental; or

(ii) any Impositions upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair or use or occupancy by Tenant or the Premises or any portion thereof; or

(iii) any Impositions upon or with respect to the building equipment and personal property used in connection with the operation and maintenance of the Property or upon or with respect to the furniture, fixtures and decorations in the common areas or the Property.

(iv) any Impositions upon this Lease or this transaction or any document to which Tenant is a party creating or transferring an interest or an estate fn the Premises; or

(v) any Impositions by Governmental Agencies (whether or not such Impositions constitute tax receipts) in substitution, partially or totally, of any Impositions now or previously included within the definition of real property taxes, including those calculated to increase tax increments to Governmental Agencies and to pay for such services as fire protection, water drainage, street, sidewalk and road maintenance, refuse removal or other governmental services formerly provided without charge to property owners or occupants; or

(vi) any and all costs, including without limitation, the fees of attorneys, tax consultants and experts, incurred by Landlord should Landlord elect to negotiate or contest the amount of such real property taxes in formal or informal proceedings before the Governmental Agency imposing such real property taxes; provided, however, that real property taxes shall in no event include Landlord’s general income, inheritance, estate, gift or franchise taxes.

(ee) “Rent” means Minimum Monthly Rent, as adjusted from time to time under this Lease, Additional Rent, Prepaid Rent, Security Deposit, all as defined in this Section, payments of Tenant’s Share of increases in Real Property Taxes and Operating Costs, Insurance, utilities and other charges payable by Tenant to Landlord.

(ff) “Rentable square feet of space” as to the Premises or the Building, as the case may be, means the number of usable square feet of space times the applicable R/U Ratio(s) as defined in this Section.

(gg) “Restoration” means the reconstruction, rebuilding, rehabilitation and repairs that are necessary to return damaged portions of the Premises and the Building to substantially the same physical condition as they were in immediately before the damage.

(hh) “R/U Ratio” means the rentable area of a floor of the Building divided by the usable area of such floor, both of which shall be computed in accordance with American National Standard X00.0-0000 Xxxxxx of Measuring Floor Space in Office Buildings as published by the Building Owners and Managers Association, as amended from tine to time.

(ii) “Substantially complete” or “substantially completed” or “substantial completion” means the completion of Landlord’s construction obligation, subject to completion or correction of “punch list” items, that is, minor items of incomplete or defective work or materials or mechanical maladjustments that are of such a nature that they do not materially interfere with or impair Tenant’s use of the Premises for the Permitted Use.

(jj) “Successor” means assignee, transferee, personal representative, heir, or other persons or entity succeeding lawfully, and pursuant to the provisions of this Lease, to the rights or obligations of either party.

(kk) “Tenant Improvements” means (i) the improvements and alterations set forth in Exhibit C, (ii) window coverings, lighting fixtures, plumbing fixtures, cabinetry and other fixtures installed by either Landlord or Tenant at any time during the Term, and (iii) any Improvements and alterations of the Premises made for Tenant by Landlord at any time during the Term.

(ll) “Tenant’s personal property” means Tenant’s equipment, furniture, and movable property (including cabling) placed in the Premises by Tenant.

(mm) “Tenant’s trade fixtures” means any property attached to the Premises by Tenant.

(nn) “Termination” means the ending of the Term for any reason before expiration, as defined in this Section.

(oo) “Work” means the construction of any Improvements or alterations or the performance of any repairs done by Tenant or caused to be done by Tenant on the Premises as permitted by this Lease.

42. Miscellaneous Provisions.

(a) Entire Agreement. This Lease sets forth the entire agreement of the parties as to the subject matter hereof and supersedes all prior discussions and understandings between them. This Lease may not be amended

or rescinded in any manner except by an instrument in writing signed by a duly authorized officer or representative of each party hereto.

(b) Governing Law. This Lease shall be governed by, and construed and enforced in accordance with the laws of the State of Washington.

(c) Severability. Should any of the provisions of this Lease be found to be invalid, illegal or unenforceable by any court of competent jurisdiction, such provision shall be stricken and the remainder of this Lease shall nonetheless remain in full force and effect unless striking such provision shall materially alter the intention of the parties.

(d) Jurisdiction. In the event any action is brought to enforce any of the provisions of this Lease, the parties agree to be subject to exclusive to in personam jurisdiction to the Superior Court of the State of Washington in and for the County of King or in the United States District Court for the Western District of Washington and agree that in any such action venue shall lie exclusively at Seattle, Washington.

(e) Waiver. No waiver of any right under this Lease shall be effective unless contained in a writing signed by a duly authorized officer or representative of the party sought to be charged with the waiver and no waiver of any right arising from any breach or failure to perform shall be deemed to be a waiver of any future right or of any other right arising under this Lease.

(f) Captions. Section captions contained in this Lease are included for convenience only and form no part of the agreement between the parties.

(g) Notices. All notices or requests required or permitted under this Lease shall be in writing. If given by Landlord such notices or requests may be personally delivered, delivered by a reputable express delivery service such as Federal Express or DHL, or sent by certified mail, return receipt requested, postage prepaid. If given by Tenant such notices or requests shall be sent by certified mail, return receipt requested, postage prepaid. Such notices or requests shall be deemed given when so delivered or mailed, irrespective of whether such notice or request is actually received by the addressee. All notices or requests to Landlord shall be sent to Landlord at Landlord’s Address for Notice and all notices or requests to Tenant shall be sent to Tenant at Tenant’s Address for Notice. Either party may change the address to which notices shall be sent by notice to the other party.

(h) Binding Effect. Subject to the provisions of Section 25 captioned “Assignment and Subletting”, this Lease shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. No permitted assignment of this Lease or Tenant’s rights hereunder shall be effective against Landlord unless and until an executed counterpart of the instrument of assignment shall have been delivered to Landlord and Landlord shall have been furnished with the name and address of the assignee. The term “Tenant” shall be deemed to include the assignee under any such permitted assignment.

(i) Effectiveness. This Lease shall not be binding or effective until property executed and delivered by Landlord and Tenant.

(j) Gender and Number. As used in this Lease, the masculine shall include the feminine and neuter, the feminine shall include the masculine and neuter, the neuter shall include the masculine and feminine, the singular shall include the plural and the plural shall include the singular, as the context may require.

(k) Time of the Essence. Time is of the essence to the performance of all covenants and conditions in this Lease for which time is a factor.

Dated the date first above first written.

Landlord:		Tenant:

MSI 83 King L.L.C., a Washington limited liability		Sound Health Solutions, a Washington
company		corporation


By	/s/ H. Xxxxxx Xxxxx	By:	/s/ Xxxxxx Xxxxxxxx
	H. Xxxxxx Xxxxx, III
	Manager	Its:	President


		By:

		Its:

This Lease has been prepared for submission to you and your attorney. Xxxxxx Xxxxx Inc is not authorized to give legal or tax advice. Neither Landlord nor Xxxxxx Xxxxx Inc makes any representations or recommendations as to the legal

sufficiency, legal effect or tax consequences of this document or any transaction relating thereto. These are questions for your attorney with whom you should consult before signing the document to determine whether your legal rights are adequately protected.

[Notary attached]

RIDER

This Rider is part of that certain Lease dated March 31, 2004 by and between MSI 83 King L.L.C., a Washington limited liability company (“Landlord”), and Sound Health Solutions, a Washington corporation (“Tenant”) who further agree as follows:

43. Parking. Landlord shall provide Tenant with four (4) unreserved parking stalls located on the surface parking lot of the Building and/or in the Building garage during the Term of this Lease (subject to the following termination right on the part of Landlord). Such perking stalls shall be made available to Tenant during periods of typical office use from 7:00 a.m. through 6:00 p.m., Monday through Friday each week. Tenant shall pay as rental for such unreserved parking stalls the market rate in the location of such parking, which is currently $185.00 per month per stall. Unreserved parking stalls may also be available on the surface parking lot and in the Building garage 24 hours per day, Monday through Friday each week at the market rate of $220.00 per month per stall. From time to time the charge for such parking shall be increased to the then-prevailing market rate in the location of such parking. Tenant shall comply with any and all governmental rules and regulations governing such parking. Landlord may make, modify, and enforce rules and regulations related to the parking of automobiles in the Building garage and Tenant agrees to abide by such rules and regulations. Notwithstanding any statement to the contrary contained elsewhere in this Section or in this Lease. any time after March 31, 2009 Landlord may terminate all of Tenant’s parking rights if Landlord elects to demolish the Building garage and/or if Landlord elects to develop (i.e., construct Improvements on) some or all of the surface parking lot of the Building, provided Landlord gives Tenant at least ninety (90) days prior written notice. In addition, Landlord will assist Tenant to obtain “parking script” from the parking operator to assist Tenant’s patients with their parking needs. This script will be purchased at Tenant’s sole cost and expense.

44. Option to Extend. So long as Tenant is not then in default under this Lease, Tenant shall have the option to extend the Term of this Lease for one (1) additional five (5) year period (the “Additional Term”). To exercise its option to extend this Lease for the Additional Term, Tenant must deliver to Landlord a written notice (an “Option Notice”) exercising its extension option at least nine (9) months (but not more than fifteen (15) months) prior to the Expiration Date (i.e., the Option Notice must be received by Landlord between January 1, 2008 and July 31, 2008). The extension option granted to Tenant pursuant to this Section 44 is personal to Tenant and may not be exercised by or for the benefit of any assignee or sublessee of Tenant. All of the terms and conditions of this Lease shall apply during the Additional Term except (i) the Minimum Monthly Rent shall be an amount mutually agreed to by Landlord and Tenant or determined by arbitration as set forth below; (ii) there shall be no further options to extend after the commencement of the Additional Term: and (iii) there shall be no Landlord-provided Tenant Improvements or other Landlord concessions during the Additional Term. When the rental rate for the Additional Term is determined, whether by agreement of the parties or pursuant to arbitration as provided below, Landlord and Tenant shall enter into a lease extension agreement selling forth the new Minimum Monthly Rent for the Premises and such other terms as may be applicable. If at the time Tenant delivers the Option Notice to Landlord, or at any time between such date and the commencement date of the Additional Term, Tenant defaults under this Lease and fails to cure its default within the applicable cure period, if any, Landlord may declare the Option Notice null and void by written notice to Tenant. The Minimum Monthly Rent for the Additional Term shall be one-twelfth (1/12th) of the then “fair market rent” (defined below) multiplied by the number of rentable square feet in the Premises. The term “fair market rent” means the rate per rentable square foot per year (including increases therein over the Additional Term) that a new, willing, non-equity tenant would pay in an arms-length transaction for the Premises, or for comparable space in the Building, if any, or for comparable space in comparable buildings in the Pioneer Square district of Seattle, Washington, for leases having a five (5) year term. Landlord and Tenant agree the fair market rent for the Additional Term shall be determined as follows:

(a) Promptly after Landlord receives the Option Notice, the parties (or their designated representatives) shall meet and attempt to agree on the fair market rent for the Additional Term. If the parties have not agreed on the fair market rent for the Additional Term within one hundred twenty (120) days after Landlord receives the Option Notice, then unless otherwise agreed in writing by the parties, the matter shall be submitted to arbitration in accordance with the terms of the following paragraphs. The last day of such one hundred twenty (120) day period (as the same may be extended by the written agreement of the parties) is referred to in this Lease as the “Arbitration Commencement Date”.

(b) Within fifteen (15) days after the Arbitration Commencement Date, each party shall provide the other party with written notice (a “Rent Notice”) of its determination of fair market rent. The matter shall then be submitted for decision to an arbitrator. The arbitrator shall be a licensed real estate broker who has been active over the five (5) year period ending on the Arbitration Commencement Date in the leasing of downtown office properties in Seattle, Washington. If Landlord and Tenant are unable to agree on the arbitrator within thirty (30) days after the Arbitration Commencement Date, each shall select a broker who shall be qualified under the same criteria set forth above, and so notify the other party in writing within ten (10) days after the end of such thirty (30) day period. The two brokers so chosen by the parties shall then appoint the arbitrator within ten (10) days after the date of the appointment of the last appointed broker. If the two brokers so chosen by the parties are unable to agree on the arbitrator within such ten (10) day period, the arbitrator will be appointed by the director (or the equivalent) of the Seattle office of the American Arbitration Association upon the application of either party. If either party fails to timely select its broker and so notify the other party in writing within the foregoing ten (10) day period, and the other party timely selects its broker, then the broker selected by the other party shall be the arbitrator for determining fair market rent.

(c) Within thirty (30) days after the selection of the arbitrator pursuant to (b) above, the arbitrator shall determine fair market rent by selecting either the fair market rent stated in Landlord’s Rent Notice or the fair market rent stated in Tenant’s Rent Notice. The arbitrator shall have no power to average such amounts or to designate a fair market rent other than that specified in either Landlord’s Rent Notice or Tenant’s Rent Notice,

(d) Both parties may submit any information to the arbitrator for his or her consideration, with copies to the other party. The arbitrator shall have the right to consult experts and competent authorities for factual information or evidence pertaining to the determination of fair market rent. The arbitrator shall render his or her decision by written notice to each party. The determination of the arbitrator will be final and binding upon Landlord and Tenant. The cost of the arbitration (including the charges of the broker selected by the other party) will be paid by Landlord if the fair market rent determined by arbitration is the fair market rent specified in Tenant’s Rent Notice, and by Tenant if the fair market rent determined by Arbitration is the fair market rent specified in Landlord’s Rent Notice.

45. Landlord Option to Terminate. In the event Tenant exercises Tenant’s Option to Extend pursuant to Section 44 and remains in the Premises after March 31, 2009, Landlord shall have the Option to Terminate this Lease at any time after March 31, 2009 upon not less than nine (9) month’s advance written notice in the event Landlord is going to demolish or substantially rehabilitate the Premises in conjunction with the construction and development of a new building on the site of the existing parking facilities. For example, Landlord may give a Termination Notice to Tenant on December 1, 2008 to Terminate this Lease on August 31, 2009. In the event Landlord exercises this Option to Terminate, Tenant shall vacate the Premises on or before the date specified in Landlord’s notice and both Landlord and Tenant will be relieved of all obligations to each other related to this Lease.

Dated the date first above written.

Landlord:		Tenant:

MSI 83 King L.L.C., a Washington limited liability		Sound Health Solutions, a Washington corporation
company


By	/s/ H. Xxxxxx Xxxxx	By:	/s/ Xxxxxx Xxxxxxxx
	H. Xxxxxx Xxxxx, III
	Manager	Its:	President


		By:

		Its:

EXHIBIT A

LEGAL DESCRIPTION

83 King Building

Lots 1 through 3, Block 3427 of Seattle Tidelands; Excepting all coal and mineral rights as reserved under King County Recording No. 4250469; Situate in the City of Seattle, County of King, Stale of Washington.

	Initials:

LEGAL DESCRIPTION

EXHIBIT A

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Table of Contents

LEASE AMENDMENT NO. 1

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