AGREEMENT OF LEASE

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

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

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

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

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

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

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

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

1.6    Common Areas . As defined in Section 4.1.

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

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

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

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

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

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

1.13    Notice Address .

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

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

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

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

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

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

1.20    Rent . The Fixed Rent and the Additional Rent.

1.21    Security Deposit . Not applicable.

1.22    Tenant's Pro Rata Share . 32.79%.

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

2.             CONSTRUCTION--COMMENCEMENT DATE.

2.1    Landlord's Work .

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

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

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

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

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

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

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

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

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

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

2.4    Option to Extend Term .

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

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

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

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

3.             RENT .

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

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

3.3          Tax Rent .

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

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

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

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

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

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

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

3.4           Common Area Rent .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

4.     COMMON AREAS .

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

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

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

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

5.             UTILITIES SERVICE .

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

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

6.             LANDLORD'S ADDITIONAL COVENANTS .

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

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

6.3          Landlord's Liability .

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

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

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

7.            TENANT'S ADDITIONAL COVENANTS .

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

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

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

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

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

7.1.5    To pay promptly when due the entire cost of any work to the Premises, including equipment, facilities and fixtures therein, undertaken by Tenant, so that the Premises and the Building shall, at all times, be fr