RE: Letter of Intent: Fifth & Pine – Seattle, WA

Building

Fifth & Pine

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Premises:

3/31/04 to 6/30/04     11,400 RSF   3 months

7/1/04 to 9/30/04       15,000 RSF   3 months

10/1/04 to 3/31/05     17,500 RSF   6 months

4/1/05 to 9/30/05       20,000 RSF   6 months

10/1/05 to 3/31/06     22,500 RSF   6 months

4/1/06 to 9/30/06       25,000 RSF   6 months

10/1/06 to 12/31/09   26,788 RSF   39 months

Commencement Date:

Term:

Rental Rate:

Operating Expenses,

Taxes & Utilities (NNN):

Sublessee shall pay all NNN costs, subject to the terms of the Master Lease. NNN to be paid on a pro-rata basis for space occupied per the schedule in Premises, above and the Option to Expand, below.

Increases to the controllable NNN expenses shall be capped at five percent (5%) annually, except that the cap shall only apply after Sublessee has started paying rent on 20,000 rentable square feet (i.e., on 4/1/2005). Examples of expenses that the Master Landlord shall have control of to be mutually agreed upon ▇▇▇▇▇▇▇▇▇’s review of the Master Lease.

Sublessee shall provide, at its sole cost and expense, janitorial service for the showers/restrooms used by Sublessee if the same is not provided in connection with building maintenance by the Master Landlord.

Condition of Premises;

Tenant Improvements:

Early Access:

Moving Allowance:

Space Plans:

Furniture, Fixtures & Equipment

Assignment or Subletting:

To Affiliates: Sublessee requires the right to sublet or assign the Premises to any related entity or affiliate (to be further defined in the sublease) without Sublessor’s approval or consent. Sublessee shall have, without it constituting an assignment or subletting requiring Sublessor’s consent, the right to issue and/ or to sell shares or to merge with other corporate entities. To Third Parties: Sublessee shall have the right to assign or sublease to non-related entities subject to Sublessor’s consent, not to be unreasonably withheld, conditioned, or delayed.

In no event shall Sublessee as Sublandlord be released from any liability in connection with an assignment, sublease or other transfer.

In addition, if the sublease/assignment rental rate is greater than what Sublessee is paying, then Sublessor (SBC) shall be entitled to 50% of the difference, less Sublandlord’s (i.e., Sublessee’s) reasonable costs to sublease, to be further defined and agreed. If Sublessor has incurred any monetary impacts from the cap on operating expenses referenced above for the term preceding a sublease/assignment, then Sublessee shall reimburse Sublessor at commencement of the sublease/assignment and the cap shall thereafter be null and void.

Option for Additional Space:

Signage:

Access:

Security Deposit & First Month’s Payment:

First month’s base rent and NNN charges shall be paid to Sublessor upon full execution and delivery of a sublease and receipt of Master ▇▇▇▇▇▇▇▇’s consent. A security deposit of one month’s base rent and NNN charges equal to that due for the last month of the first year shall be paid to Sublessor prior to Commencement and held against the performance of Sublessee under the sublease until the end of the first year at which time it shall be refunded to Sublessee (less any costs incurred by Sublessor in the first year due to Sublessee’s failure to comply with the terms of the sublease). A security deposit equal to one month’s base rent and NNN charges in the last year of the sublease shall be paid to Sublessor prior to Commencement and held against the performance of Sublessee under the sublease until the end of the term at which time it shall be refunded (less any costs incurred by Sublessor due to Sublessee’s failure to comply with the terms of the sublease).

In each case, the above amounts reflect a single month of base rent and NNN.

Agency Disclosure:

Commission:

SNDA:

Miscellaneous:

/s/   ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇    

Name:

▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

Title:

CAO and General Counsel

/s/   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇    

Name:

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title:

Authorized Agent