LEASE

EXHIBIT 10.1

LEASE

BETWEEN

CAPSTONE PF LLC

AS LANDLORD

AND

KORRY ELECTRONICS CO.

AS TENANT

-i-

-ii-

BUILDING LEASE AND SUBLEASE

THIS LEASE is made as of March 26 , 2008, by and between CAPSTONE PF LLC , a Washington limited liability company ( “Landlord” ), and KORRY ELECTRONICS CO. , a Delaware corporation ( “Tenant” ).

RECITALS:

A. Landlord has executed a Ground Lease Agreement with Snohomish County (the “County” ) dated as of March __, 2008 (the “ Ground Lease ”) with respect to certain real property located in the Snohomish County Airport in Snohomish County, Washington, legally described on Exhibit A attached (the “Land” ) and shown on the preliminary site plan attached to this Lease as Exhibit B (the “Preliminary Site Plan” ). A copy of the Ground Lease is attached to this Lease as Exhibit C .

B. Subject to the terms of this Lease, Landlord will construct certain buildings and improvements on the Land and Tenant will lease such improvements and the Land from Landlord.

C. Capitalized terms used in this Lease and not otherwise defined shall have the meanings given to them in the Ground Lease.

AGREEMENT:

For and in consideration of the mutual promises, covenants and conditions set forth in this Lease, Landlord and Tenant agree as follows:

SECTION 1 - LEASE DATA AND EXHIBITS

1. Lease Data . The following definitions shall apply for purposes of this Lease, except as otherwise specifically modified herein:

1.1 Building . That building, having a foot print of approximately 210,375 square feet and consisting of manufacturing space and accessory office space, to be built on the Land in the approximate location shown on the Preliminary Site Plan, in accordance with the terms of the Workletter attached to this Lease as Exhibit D (the “Workletter” ).

1.2 Premises . The Building, the Land and any other improvements to be constructed on the Land in accordance with the terms hereof.

1.3 Commencement Date; Base Term . The term of this Lease shall commence on the date (the “Commencement Date” ) Landlord delivers possession of the Premises to Tenant with the “Work” (as such term is defined in the Workletter) substantially completed, and shall continue for a period of thirty (30) years thereafter, unless sooner terminated or extended in accordance with the terms of this Lease.

-iii-

1.4 Minimum Rent . Tenant shall pay Minimum Rent in monthly amounts to be calculated as provided in Section 4.1 of this Lease.

1.5 Use . The Premises shall be used as Tenant's corporate headquarters and a facility for the design and manufacturing of operator interfaces for aerospace, defense and other commercial applications.

1.6 Deposit . An amount equal to $220,000, the estimated amount of the Minimum Rent for the first month of the Lease Term (the “Prepaid Rent” ), plus the amount of the Security required pursuant to the Ground Lease, all of which shall be paid when the County executes the Ground Lease. So long as Tenant is not in default under this Lease, the Prepaid Rent shall be applied to the Minimum Rent payable by Tenant for the first month following the Commencement of Business Operations.

1.7 Guarantor . Esterline Technologies Corporation, a Delaware corporation, will guarantee the obligations of Tenant under this Lease pursuant to a Guaranty of Lease in the form of Exhibit E attached.

1.8 Notice Addresses .

Landlord:

Capstone PF LLC

c/o Capstone Partners NW, LLC

1001 Fourth Avenue, Suite 4400

Seattle, WA 98154

Attn: Michael Hubbard and Kirk Johnson

Fax: (206) 389-1708

Tenant:

Korry Electronics Co.

901 Dexter Avenue North

Seattle, WA 98109

Attn: Dan McFeeley

Fax: (206) 273-4174

With a copy to:

Perkins Coie LLP

1201 Third Ave, Suite 4800

Seattle, WA 98101

Attn: William Green

Fax: (206) 359-9513

1.9 Exhibits . The following exhibits are made a part of this Lease:

-2-

Exhibit A – Legal Description of Land

Exhibit B – Preliminary Site Plan

Exhibit C – Ground Lease

Exhibit D – Workletter Agreement

Exhibit D-1 – Description of Base Building Improvements

Exhibit D-2 – Design and Construction Schedule

Exhibit E – Guaranty of Lease

SECTION 2 - PREMISES

2.1 Premises . Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises. Landlord and Tenant acknowledge that the Land is approximately fourteen (14) acres.

2.2 Changes to Land . Landlord reserves the right to dedicate portions of the Land and to grant and relocate easements with respect thereto as may be necessary to obtain permits for, and facilitate the development of, the Premises as contemplated by the Workletter and to grant and relocate easements for purposes of developing the Land with the Building.

SECTION 3 - TERM

3.1 Base Term . This Lease shall be for the base term specified in Section 1.3 above (the “Base Term” ). The parties acknowledge that the County has not signed the Ground Lease as of the date hereof. Accordingly, and notwithstanding anything to the contrary contained in this Lease, if the County does not, by July 31, 2008, execute and deliver the Ground Lease, in the form of Exhibit C attached, then this Lease may be terminated by Landlord or Tenant upon written notice to the other.

3.2 Renewal . If Tenant is not in default beyond applicable notice and cure periods hereunder at the time of renewal, Tenant shall have the option to renew this Lease for up to four (4) consecutive additional terms (each a “Renewal Term” ). The first Renewal Term shall be for a period of fifteen (15) years, the second Renewal Term shall be for a period equal to the remainder of the initial term of the Ground Lease, the third Renewal Term shall be for a period of ten (10) years and co-terminus with the first Renewal Term under the Ground Lease, and the fourth Renewal Term shall be for a period of ten (10) years and co-terminus with the second Renewal Term under the Ground Lease. To exercise a renewal option Tenant must give Landlord written notice of its exercise not less than twelve (12) months prior to the end of the initial Base Term or the then applicable Renewal Term. The third and fourth Renewal Terms shall be subject to the extension of the Ground Lease in accordance with its terms. Landlord agrees to exercise its extension option under the Ground Lease promptly following Landlord's receipt of Tenant's notice exercising its renewal options hereunder for the third and fourth Renewal Terms. If Tenant timely exercises a renewal option, and the Ground Lease is extended, this Lease shall continue in effect as written, except that Minimum Rent for a Renewal Term shall be adjusted as provided for in Section 4.1 below. For purposes of this Lease, “Lease Term” shall refer to the Base Term and Renewal Terms then exercised.

-3-

SECTION 4 - RENT

4.1 Minimum Rent .

(a) Commencing on the Commencement Date, Tenant shall pay to Landlord at the address specified in Section 1.8 above or at such other entity or address as may be specified by Landlord from time to time, without notice, setoff or deduction whatsoever, as fixed monthly minimum rent ( “Minimum Rent” ) equal to the sum of (A) the Base Rent payable from time to time pursuant to the Ground Lease, which shall not be increased (except as expressly provided in the Ground Lease) without Tenant's prior written consent, plus (B) the “Fixed Rent” (defined below). As used in this Lease, the term “Fixed Rent” means the payment amount, both principal and interest, necessary to fully amortize the "Premises Cost" (defined below) over the Base Term, using an interest rate equal to the greater of (A) eight and three quarters percent (8.75%) per annum and (B) three hundred seventy five (375) basis points in excess of the current average yield of thirty (30)-year U.S. Treasury Constant Maturities (as published in Federal Reserve Statistical Release H.15 [519]) (the “Index” ), to be determined based on the Index level as of the date which is forty five (45) days following the date a building permit is issued for the construction of the Building. To the extent commercially feasible, Landlord will use reasonable efforts to lower the three hundred seventy-five (375) basis point spread described in the preceding sentence. If the Federal Reserve Board ceases to publish the Index, then Landlord shall select such replacement index as Landlord in its discretion determines most closely approximates the Index. For purposes of this Lease, the term “Premises Cost” means the total costs incurred by Landlord in completing the "Base Building Improvements" (as such term is defined in the Workletter), as mutually agreed by Landlord and Tenant prior to the commencement of the "Work" (as such term is defined in the Workletter). The Premises Cost shall include hard costs for shell construction, all soft costs for design, permits, financing, project management, brokerage fees, traffic mitigation fees, hook-up fees and operating expenses during construction, surface water management fees. If Landlord refinances the Premises within twelve (12) months following the Commencement Date, then the Fixed Rent will be recalculated using an interest rate equal to the greater of (A) eight and three quarters percent (8.75%) per annum and (B) three hundred seventy five (375) basis points in excess of the Index level as of the date of such refinancing, but in no event shall the Fixed Rent be increased as a result of any such recalculation.

(b) If so directed by Landlord, Minimum Rent and other sums due from Tenant under this Lease shall be paid to Landlord by electronic transfer into a financial institution account designated by Landlord from time to time. Monthly installments of Minimum Rent are due in advance on or before the first day of each month of the Lease Term. Minimum Rent for partial months shall be prorated based on the actual number of days in such month. The Minimum Rent does not include the Additional Rent payable by Tenant pursuant to this Lease.

(c) The monthly Fixed Rent shall be increased on the anniversary date (each an “Adjustment Date” ) of the Commencement Date in each calendar year during the Lease Term (including any applicable Renewal Term), by the percentage increase occurring in the cost of living as indicated by the "Consumer Price Index" (defined below) during the one (1) year period (the “Adjustment Period” ) preceding the applicable Adjustment Date, calculated in the manner described in the next sentence; provided, however, in no event shall any adjustment to

-4-

the Fixed Rent under this Section 4.1(c) be more than three percent (3.0%), or less than two percent (2.0%), of the monthly Fixed Rent payable during the applicable Adjustment Period. The adjusted Fixed Rent shall be increased to an amount determined by multiplying the Fixed Rent for the most recent period (namely, the period since the last adjustment) by a fraction, the numerator of which shall be the Consumer Price Index level most recently published prior to the applicable Adjustment Date, and the denominator of which shall be the Consumer Price Index level most recently published prior to the start of the applicable Adjustment Period. In no event shall the Fixed Rent be less than the Fixed Rent in the preceding year, notwithstanding any decrease in the Consumer Price Index. For the purposes of this Lease, the term “Consumer Price Index” shall mean and refer to the Consumer Price Index – All Urban Consumers (All Items) for the Seattle-Tacoma-Bremerton Area (1982-1984=100), as published by the U.S. Department of Labor, Bureau of Statistics. If at any time prior to the expiration or earlier termination of this Lease, the Consumer Price Index – All Urban Consumers (All Items) for the Seattle-Tacoma-Bremerton Area is no longer published, the parties shall use such substituted index as is then generally recognized and accepted for similar determinations of purchasing power.

(d) If Tenant exercises a renewal option, the Fixed Rent component of Minimum Rent for the applicable Renewal Term will equal the then prevailing “Fair Market Rent” . As used herein, “Fair Market Rent” shall mean the fair market rental value of the Building (excluding the rental value of the Land) then being obtained on other like-kind industrial properties in the Snohomish County (the “Market Area” ).

(i) In the event that Landlord and Tenant have not agreed upon the Fair Market Rent rate by the date that is two hundred and seventy (270) days before the commencement of the applicable Renewal Term (the “Arbitration Commencement Date” ), then each party shall appoint, and provide written notice to the other of the appointment of an MAI real estate appraiser who has been active over the five (5) year period ending on the Arbitration Commencement Date in the appraisal of industrial properties in the Market Area to determine Fair Market Rent. Each such appraiser is referred to in this Lease as a “Real Estate Expert” . If a party does not appoint and provide written notice to the other of the appointment of a Real Estate Expert within fourteen (14) days after the other party has given notice of the name of its Real Estate Expert, the single Real Estate Expert appointed shall be the sole Real Estate Expert and shall determine the Fair Market Rent. If each party shall have so appointed a Real Estate Expert, the two Real Estate Experts shall meet promptly and attempt to determine Fair Market Rent for the Renewal Term.

(ii) If the two Real Estate Experts are unable to agree on the Fair Market Rent within thirty (30) days after the second Real Estate Expert has been appointed, they shall attempt to select a third Real Estate Expert within seven (7) days after the last day the two Real Estate Experts are given to determine Fair Market Rent. If the two Real Estate Experts are unable to agree on the third Real Estate Expert within such seven (7) day period, either of the parties to this Lease, by giving five (5) days notice to the other party, may apply to the then presiding judge of the Superior Court of Snohomish County for the selection of a third Real Estate Expert meeting the qualifications stated in this Section. The third Real Estate Expert, however selected, shall be a person who has not previously acted in any capacity for either party during the twenty-four (24) month period preceding the appointment.

-5-

(iii) Within ten (10) days after the selection of the third Real Estate Expert, each of the first two Real Estate Experts shall submit their respective determinations of the Fair Market Rent of the Property in written form to the third Real Estate Expert. Within thirty (30) days of his or her receipt of the determinations of both Landlord's and Tenant's Real Estate Experts, the third Real Estate Expert shall determine the Fair Market Rent for the Renewal Term by selecting one of the two determinations submitted by the first two Real Estate Experts which the third Real Estate Expert believes is closest to the actual Fair Market Rent. Each party shall bear all fees and expenses related to the Real Estate Expert appointed by that party. The fees and expenses of the third Real Estate Expert shall be borne by the party whose Real Estate Expert's proposed Fair Market Rent was not selected by the third Real Estate Expert.

4.2 Additional Rent . In addition to Minimum Rent, all other sums to be paid or reimbursed by Tenant to Landlord, whether or not so designated, are “Additional Rent” for the purposes of this Lease. If Tenant defaults in the performance of any of its obligations hereunder beyond applicable notice and cure periods, Landlord may, but shall not be obligated to, perform such obligations, and the cost thereof to Landlord shall also be Additional Rent. Unless otherwise specifically provided in this Lease, Tenant shall pay Landlord all Additional Rent within ten (10) days after written demand. As used herein the term “Rent” refers collectively to both Minimum and Additional Rent.

4.3 Absolute Net Lease . It is the intent of the parties that the Minimum Rent provided in this Lease shall be an absolute net payment to Landlord. Accordingly, in addition to the Minimum Rent described in Section 4.1 above, Tenant covenants and agrees to pay as “Tenant Payment Obligations” through the Lease Term, the following: (a) general property taxes directly related to the Premises; (b) taxes of the kind described in Sections 6.2 and 6.3 of this Lease or otherwise payable by Landlord pursuant to the Ground Lease; (c) insurance costs relating to the insurance required by Section 9.2 of this Lease or pursuant to the Ground Lease; (d) expenses directly related to the maintenance and repair of the Premises, except to the extent set forth in Section 8.1; (e) utility charges, including stormwater, sewer, waster water disposal and surface water charges, directly related to the Premises; (f) a proportionate share of the insurance, maintenance and security in regard to all common areas, provided that security costs are similar to those in a standard class A business park, unless Tenant requires additional security in which case Tenant shall be responsible for the added cost; (g) the leasehold excise tax as required by Washington law and payable by Landlord pursuant to the Ground Lease; (h) prior to its becoming a lien on the Premises that is not a Permitted Lien, any other obligation associated with Tenant's operations which, if unpaid, would become a lien on the Premises; and (i) any other cost or expense associated with Tenant's operations on or occupation of the Premises, of whatever description, and whether imposed in the first instance on Landlord or Tenant. Any Tenant Payment Obligations shall become due with the next monthly installment of Minimum Rent unless otherwise provided and shall be paid to Landlord without deduction, set-off or abatement whatsoever. Tenant, however, shall not be required to pay any mortgage indebtedness or any interest on any mortgage that at any time may encumber the interest of Landlord in the Premises.

4.4 Late Charge; Interest . If Tenant fails to pay any Rent or other Tenant Payment Obligation due hereunder by the fifteenth (15 ^th ) day of the month in which such payment is due, there will be a .0333% per day interest charge on the unpaid balance for each day past the due

-6-

date (the “Default Rate” ). A late payment charge of .01665% per day will also be charged on Rent or other Tenant Payment Obligation not paid by the fifteenth (15 ^th ) of each month for each day past the due date. In addition, a charge in the amount provided by current Snohomish County ordinance will be made on any payment by check which is returned unpaid to the County because of insufficient funds, account closed, forgery, or any other reason. Landlord and Tenant recognize that the damages which Landlord will suffer as a result of Tenant's failure to timely pay Rent are difficult or impracticable to ascertain, and agree that said interest and late charge are a reasonable approximation of the damages that Landlord will suffer in the event of Tenant's late payment. This provision shall not relieve Tenant from payment of Rent at the time and in the manner herein specified. Acceptance by Landlord of any such interest and late charge shall not constitute a waiver of Tenant's default with respect to said overdue amount, nor shall it prevent Landlord from exercising any other rights or remedies available to Landlord.

4.5 Sales Tax Deferral/Exemption .

(a) Retail sales tax otherwise applicable to portions of the construction of the Building and Tenant Improvements and other improvements may be eligible for deferral pursuant to RCW 82.63 (the “Sales Tax Deferral” ) as a result of the uses of the Premises by Tenant. Landlord agrees that Tenant is entitled to the economic benefit of the Sales Tax Deferral. In this case, Fixed Rent is a direct function of the Premises Cost. It is understood by the parties that to the extent that the Premises Cost do not include retail sales or use taxes by reason of the Sales Tax Deferral, the costs are not recouped in the Fixed Rent and therefore, the economic benefit of the Sales Tax Deferral is that of Tenant and Tenant only. At Tenant's direction, Landlord shall make application with the Department of Revenue for the Sales Tax Deferral with respect to work to be performed and paid for by Landlord pursuant to this Lease. In the event the retail sales tax is deferred, and if, for any reason, any part of the retail sales tax so deferred is subsequently required to be repaid, Tenant shall promptly, after receipt of written invoice therefor together with appropriate back-up documentation, pay the same, together with any interest, penalties, or other charges imposed by the taxing jurisdiction that are or become due in connection therewith (except for any interest, penalties or other charges arising due to acts or omissions of Landlord); and (except as aforesaid) Tenant shall indemnify and hold Landlord harmless from any and all third-party costs, expenses, and claims arising out of or related to the Sales Tax Deferral for any of Landlord's work and/or any other improvements requested or performed by Tenant.

(b) Tenant is responsible for completing the Department of Revenue's annual survey and submitting the same to the Department of Revenue. In the event that tax is found to be due for non-qualifying use, and Landlord pays such amount to the Department of Revenue, such amount shall be reimbursed by Tenant to Landlord within thirty (30) days after Tenant's receipt of written request therefor together with appropriate back-up documentation. The provisions of this Section 4.5(b) shall survive expiration or termination of this Lease.

(c) Landlord will reasonably cooperate with and assist Tenant in any challenges or audits to the Sales Tax Deferral benefit, but at Tenant's sole cost and expense. Landlord shall promptly notify Tenant of any such action that it becomes aware of and will promptly forward any correspondence regarding any such challenge or audit. Tenant shall have the right to contest or review (in the name of Tenant, or of Landlord, or both, as Tenant shall

-7-

elect) any proceedings regarding the Sales Tax Deferral benefit, which may be instituted either during or after the Term of this Lease. Landlord will on a timely basis execute all necessary instruments in connection with any such protest, appeal or other proceedings. If any proceeding may only be instituted and maintained by Landlord, then Landlord shall do so at Tenant's cost upon the request of Tenant.

SECTION 5 - CONDUCT OF BUSINESS

5.1 Use of Premises . Tenant shall use the Premises only for the purposes stated in Section 1.5 above and subject to any use restrictions in the Ground Lease. Tenant shall not use or permit the use of the Premises for any other business or purpose without Landlord's express prior written consent and the express written consent of the County to the extent its consent is required pursuant to the terms of the Ground Lease.

5.2 Appearance of Premises . Tenant shall maintain the Premises in a clean and orderly fashion and shall neither commit waste nor permit any waste to be committed thereon. Tenant shall not place any loads within the Building that endanger the structure thereof. Tenant shall not permit any accumulation of trash or refuse in, on or about the Premises. Tenant shall store all trash, refuse and waste material so as not to constitute a health or fire hazard or nuisance, in adequately covered containers which are located within the Premises which are not visible to the general public or in areas designated by Landlord. Tenant shall handle, store and remove and dispose of all wastes in, on and from the Premises in accordance with good business practices and in compliance with all laws, rules, regulations and ordinances (collectively, “Laws” ) and use a licensed and reliable contractor for the removal and disposal thereof.

5.3 Compliance with Laws . Tenant shall not use or permit the Premises or any part thereof to be used for any purpose in violation of any Laws. Tenant shall promptly comply, at its sole cost and expense, with all Laws now in force or hereafter adopted and with the requirements of any board of fire underwriters or similar body relating to or affecting the condition, use or occupancy of the Premises.

5.4 Liens and Encumbrances . Tenant shall keep the Premises free and clear of all liens and encumbrances arising or growing out of its use and occupancy of the Premises. If any lien is filed against the Premises as a result of the action or inaction of Tenant or its employees, agents or contractors, Tenant shall within thirty (30) days of Landlord's demand therefor discharge such lien by payment or post a bond sufficient in amount to cause the lien to be removed of record. Notwithstanding the foregoing, so long as Tenant is not in default under this Lease beyond applicable notice and cure periods, Tenant shall have the right to contest the amount or validity in whole or in part of any lien, encumbrance or other charge against the Premises by appropriate administrative or judicial proceedings conducted in good faith and with due diligence, in which event Tenant, upon written notice to Landlord, may defer payment of any such lien, encumbrance or other charge, so long as (i) Tenant shall have provided Landlord with evidence reasonably satisfactory to Landlord that such proceedings shall operate to prevent the sale of the Premises or any portion thereof, or the imposition of any penalties on Tenant or the Premises; (ii) neither the Premises nor any part thereof will, by reason of such postponement or deferment, be in danger of being forfeited or lost; (iii) before the date such lien, encumbrance or other charge becomes delinquent, Tenant shall provide Landlord with such security as Landlord

-8-

may reasonably require to insure payment thereof and prevent any forfeiture or loss of the Premises or any part thereof; and (iv) on a final determination of such contest, which is not appealable or is not being appealed, Tenant shall pay the amount of the lien, encumbrance or other charge if and when due, and prior to the imposition of any penalties or delinquent interest.

5.5 Hazardous Substances .

(a) Tenant shall not allow the presence, other than as a result of migration onto the Premises not caused by Tenant, in or about the Premises of any “Hazardous Substances” (defined below) in any manner that is a violation of any “Environmental Law” (defined below). In the event that Tenant learns or has knowledge of any migration of Hazardous Substances on the Premises, Tenant shall promptly notify Landlord of such migration following its first knowledge of any significant change. Landlord agrees to reasonably cooperate with the County to resolve any such problems. Tenant shall further reasonably cooperate with Landlord in identifying the source of the migration, preventing any further migration, and remedying any condition arising from such migration; provided, however, such cooperation shall not, except as required by Environmental Law, include any obligation to contribute financially towards the cost of remedying any condition arising from such migration. Tenant shall not allow, in violation of Environmental Law, any Hazardous Substances that it brings or allows to be brought to the Premises to migrate off the Premises or into adjacent surface waters, soils, underground waters or air in violation of Environmental Law. Tenant shall provide Landlord with Tenant's USEPA Waste Generator Number, and, upon request, with copies of all Material Safety Data Sheets (MSDS), Generator Annual Dangerous Waste Reports, environmentally related regulatory permits or approvals (including revisions or renewals) and any correspondence Tenant receives from, or provides to, any Authority in connection with Tenant's handling of Hazardous Substances or the presence, or possible presence, of any Hazardous Substances on the Premises.

(b) If Tenant, or the Premises, as a result of Tenant's noncompliance with this Section 5.5, is in violation of any Environmental Law concerning the presence or use of Hazardous Substances or the handling or storing of Hazardous Substances, Tenant shall promptly take such action as is necessary to mitigate and correct the violation. If Tenant does not act in a prudent and prompt manner, Landlord reserves the right, but not the obligation, after reasonable notice to Tenant, to come onto the Premises, to act in place of the Tenant (Tenant hereby appoints Landlord as its agent for such purposes) and to take such action as Landlord deems necessary to ensure compliance or to mitigate the violation. If Landlord has evidence that Tenant is in violation of any Environmental Law, or that Tenant's actions or inactions present a threat of violation or a threat of damage to the Premises, Landlord reserves the right to enter onto the Premises and take such corrective or mitigating action as Landlord deems reasonably necessary. All costs and expenses incurred by Landlord in connection with any such actions shall become due and payable by Tenant thirty (30) days after presentation of an invoice therefor.

(c) Tenant shall permit Landlord access to the Premises upon reasonable notice for the purpose of conducting environmental testing at Landlord’s expense. Landlord shall comply with Tenant’s reasonable security requirements in exercising such access rights. Tenant shall not conduct or permit others to conduct environmental testing on the Premises without first obtaining Landlord's written consent unless required by any Authority. Tenant shall promptly

-9-

inform Landlord of the existence of any environmental study, evaluation, investigation or results of any environmental testing conducted on the Premises whenever the same becomes known to Tenant, and Tenant shall provide copies to Landlord.

(d) Subject to the terms of the Ground Lease, prior to vacation of the Premises, in addition to all other requirements under this Lease, Tenant shall remove any Hazardous Substances placed on the Premises either (i) prior to the Commencement Date by Tenant, its contractors, agents or employees, or (ii) during the Lease Term except to the extent that either (i) Tenant is not responsible for such Hazardous Substances under this Section 5.5, or (ii) such Hazardous Substances are inherent in any improvements on the Premises that Tenant may allow to remain pursuant to the Ground Lease, or (iii) such Hazardous Substances are incidentally present on the Premises as a result of Tenant's permitted use, in a form that may not be removed without undue costs, and otherwise not in violation of Environmental Laws, and shall demonstrate such removal to Landlord's satisfaction. This removal and demonstration shall be a condition precedent to Landlord's payment of any Security to Tenant upon termination or expiration of this Lease. Notwithstanding anything contained in this Lease to the contrary, in no event shall Tenant be responsible for any Hazardous Substances placed or released on the Premises by, or migrating to or from the Premises solely as a result of, Landlord or any agent, employee or contractor of Landlord, the County, or any third party.

(e) No remedy provided herein shall be deemed exclusive. In addition to any remedy provided above, Landlord shall be entitled to full reimbursement from Tenant whenever Landlord incurs any costs resulting from Tenant's use or management of Hazardous Substances on the Premises, including but not limited to, costs of clean-up or other remedial activities, fines or penalties assessed directly against Landlord, injuries to third persons or other properties, and loss of revenues resulting from an inability to re-lease or market the property due to its environmental condition (even if such loss of revenue occurs after the expiration or earlier termination of this Lease).

(f) In addition to all other indemnities provided in this Lease, Tenant agrees to defend, indemnify and hold Landlord free and harmless from any and all claims, causes of action, regulatory demands, liabilities, fines, penalties, losses, and expenses, including without limitation cleanup or other remedial costs (and including attorneys' fees, costs and all other reasonable litigation expenses when incurred and whether incurred in defense of actual litigation or in reasonable anticipation of litigation), arising from the existence or discovery of any Hazardous Substances for which Tenant is responsible on the Premises, or the migration of any Hazardous Substances from the Premises to other properties or into the surrounding environment for which Tenant is responsible, whether (1) made, commenced or incurred during the Lease Term, or (2) made, commenced or incurred after the expiration or termination of this Lease if arising out of events for which Tenant is responsible occurring during the Lease Term; provided, however, Tenant’s obligation to indemnify Landlord pursuant to this Section 5.5 shall not apply with respect to Hazardous Substances, if any, for which the County is indemnifying Landlord pursuant to the Ground Lease. Tenant's obligations under this Section 5.5 shall survive the expiration or earlier termination of this Lease.

-10-

(g) For purposes of this Lease, the term “Hazardous Substances ” shall have the meaning given to it in the Ground Lease; and the term “Environmental Laws ” shall mean and refer to any and all Laws relating to the protection of human health and the environment.

5.6 Signs . No signs or other advertising matter shall be attached to or painted on the exterior of the Premises, including the walls, windows and doors thereof, without the prior written approval of the County and Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. At the termination or sooner expiration of this Lease, all such signs and advertising matter attached to or painted by Tenant shall be removed by Tenant at its own expense, and Tenant shall repair any damage or injury to the Premises and correct any unsightly condition caused by the maintenance and removal of said signage.

SECTION 6 - UTILITIES AND OTHER CHARGES

6.1 Utilities . Tenant shall be solely responsible for and shall promptly pay when due all charges for all heat, water, light, gas, electricity, sewer, garbage, fire protection and any other utility or service used or consumed on or supplied to the Premises. New meter locations and installation methods shall be subject to Landlord's prior approval. In no event shall Landlord be liable for an interruption, any variation or failure of the supply of any such utilities to the Premises, unless such interruption, variation or failure was due to the negligence or willful misconduct of Landlord, its officers, agents, employees, contractors, licensees, or invitees. Tenant agrees to keep the temperature of the Premises at such level as may be reasonably required by Landlord to protect the Building and its systems from damage caused by temperature changes.

6.2 Licenses and Taxes . Tenant shall be liable for, and shall pay throughout the term of this Lease, all business and occupancy taxes, license and excise fees and taxes and fees covering the business conducted on the Premises and all personal property taxes levied with respect to all personal property located at the Premises.

6.3 Real Property Taxes; Tax Contests .

(a) During the term of this Lease Tenant shall pay prior to delinquency all real property taxes and assessments of every kind and nature on the Premises, including any real property taxes or leasehold taxes payable by Landlord pursuant to the Ground Lease. Landlord shall provide Tenant with copies of tax bills and statements prior to the due date therefor. Any assessments which are legally payable in installments may be paid over the maximum number of installments permitted by law. Real property taxes for and assessments due during partial calendar years during the Lease Term shall be prorated. For purposes of this Lease, the term “real property taxes and assessments” shall include any taxes levied or assessed in addition to or in lieu of, in whole or in part, real property taxes and assessments currently levied with respect to the Premises, however calculated, other than any federal, state or local net income taxes, business and occupation or franchise tax, or any estate tax or inheritance tax. In no event shall Tenant be responsible for Landlord's federal or state income tax, estate tax or inheritance tax. If any governmental entity requires the payment of any subsidy, whether it be for traffic control, transportation, fire protection or otherwise in connection with the Premises or the use thereof, such shall be deemed a real property tax for purposes of this Section 6.3.

-11-

(b) Landlord shall, if Tenant so requests, take all reasonable action necessary to preserve the right to contest any real property taxes and assessments, including paying taxes under protest, and shall consult with Tenant and act in good faith to contest or seek reductions of such taxes if and to the extent such action is reasonable. Tenant may pursue challenges to real property taxes and assessments, at Tenant’s cost, and will keep Landlord apprised as to the status of any such challenges. Any payment of taxes and assessments by Tenant by Tenant shall be, whenever such taxes have not been directly assessed against Tenant, subject to appropriate substantiation by Landlord upon Tenant’s request.

SECTION 7 - COMPLETION AND ALTERATIONS

7.1 Delivery of Premises . Subject to delays for Force Majeure (as defined in Section 17.10) and reasons beyond its reasonable control, Landlord shall promptly commence and diligently pursue in good faith to completion the Work described in the Workletter. Landlord shall use reasonable efforts to complete the Work on or before the Anticipated Occupancy Date set forth in the Workletter, and shall deliver the Premises to Tenant when the Work is Substantially Complete in accordance with the terms of the Workletter. If, due to a Landlord Delay (as defined in the Workletter), Landlord is unable to deliver possession of the Premises to Tenant with the Work substantially complete by the Anticipated Occupancy Date, Landlord shall be liable to Tenant for the holdover and other costs incurred by Tenant in holding over in, or temporarily relocating from, its current leased premises, as more fully described in the Workletter.

7.2 Improvements by Tenant . After completion of the Work and delivery of the Premises by Landlord to Tenant, Tenant shall not make any alterations, additions or improvements in or to the Premises which affect the exterior appearance or structure of the Building, or which materially and adversely affect any structural, mechanical, electrical or plumbing systems of the Premises (collectively “Alterations” ), without first submitting to Landlord professionally-prepared plans and specifications for such work and obtaining Landlord's prior written approval (which approval shall not be unreasonably withheld or delayed) and complying with any applicable provisions in the Ground Lease. Tenant covenants that it will cause all alterations, additions and improvements to be performed at Tenant’s sole cost and expense by a contractor approved by Landlord and in a manner which: (a) is consistent with the Landlord-approved plans and specifications and any reasonable conditions imposed by Landlord in connection therewith where the work required Landlord’s approval; (b) is in conformity with commercial standards; (c) includes commercially reasonable insurance coverage for Landlord’s benefit; (d) does not adversely affect the structural integrity of the Building; and (e) does not invalidate or otherwise affect the construction and systems warranties then in effect with respect to the Premises. Tenant shall secure and pay for all governmental permits and approvals, as well as comply with all other applicable governmental requirements and restrictions, required for all Alterations. If Tenant so requests in writing at the time it requests Landlord’s consent to any Alterations which requires Landlord’s consent (or if no consent is required, but Tenant wants Landlord’s restoration response thereto), Landlord shall advise Tenant whether the Alterations will be required to be removed and the Premises required to be restored to its pre-Alterations condition at the end of the Lease Term, or upon the earlier termination of this Lease. If such request is not made, then the Alterations shall be left by Tenant, unless Landlord otherwise

-12-

directs in writing. Title to all Alterations which are not removed at the end of the Lease Term or earlier termination of the Lease shall immediately become the property of Landlord without any obligation on its part to pay therefore.

SECTION 8 - MAINTENANCE OF PREMISES

8.1 Maintenance and Repair by Tenant . During the term of this Lease, Landlord shall be responsible for all structural repairs and replacement of the roof, walls and foundations; and Tenant shall be responsible for the regular maintenance and repair of the roof, walls and foundations. Tenant shall also be responsible for the regular maintenance and repair of the interior and exterior of the Premises so that the same shall be in good condition and repair and in compliance with the terms of the Ground Lease. Without limiting the generality of the foregoing, Tenant shall maintain, repair and replace all doors and windows, all partitions, fixtures and equipment (including lighting, heating and plumbing fixtures, and any air conditioning systems); keep the glass of all windows and doors clean and presentable; replace immediately all broken glass in or about the Premises; paint or refinish the interior and exterior of the Premises, as needed in Tenant's and Landlord's reasonable judgment; make all necessary repairs to or replacements of all door closure apparatus and mechanisms; maintain and repair all drains, toilets, fixtures and basins; remove snow and debris from the roof and public areas of the Premises in accordance with good business practices; keep all utilities serving the Premises in good condition and repair; maintain and repair all landscaping; and maintain and repair the parking areas of the Premises.

8.2 Failure to Maintain . If Tenant fails to keep and maintain the Premises in the condition set forth in Section 8.1, and Tenant fails to make the repairs within ten (10) days after written notice from Landlord to Tenant specifying the need for the repairs, Landlord may, at its option, put or cause the same to be put in the condition required thereunder, and in such case, upon receipt of written statements from Landlord, Tenant shall promptly pay the entire cost thereof as additional rent; provided, if the repairs will reasonably take more than ten (10) days to complete, Landlord shall not exercise its rights under this paragraph so long as Tenant commences the repairs within the ten (10) day period specified above and Tenant thereafter diligently completes the repairs. Landlord shall have the right to enter the Premises for the purpose of making such repairs upon Tenant's failure to do so.

8.3 Surrender of Premises . At the expiration or sooner termination of this Lease, Tenant shall return the Premises to Landlord in the same condition in which received (or, if altered, then the Premises shall be returned in such altered condition unless otherwise directed by Landlord under terms of Section 7.2), reasonable wear and tear and damage by the elements excepted; provided, however, that in no event shall Tenant be required to demolish the buildings and improvements if required under the Ground Lease, and Landlord shall be solely responsible for complying with, and the cost of, any such demolition obligations under the Ground Lease. Prior to such return, Tenant shall remove its trade fixtures, appliances and equipment, and shall repair to Landlord’s reasonable satisfaction any damage to the Premises caused by the removal. In no event shall Tenant remove floor coverings; heating, ventilating and air conditioning equipment; lighting equipment or fixtures; wall coverings; window coverings; or other operating equipment or decorations unless otherwise directed by Landlord under Section 7.2. Tenant's obligation to perform this covenant shall survive the expiration or termination of this Lease.

-13-

SECTION 9 - INSURANCE AND INDEMNITY

9.1 Indemnification .

(a) By Tenant. Landlord shall not be liable (a) for any injury to any person, or for any loss of or damage to any property (including property of Tenant) occurring in or about the Premises from any cause whatsoever, other than the negligence or intentional misconduct of Landlord or its employees or agents or (b) for interference with light, air or view. Tenant shall indemnify, defend and hold Landlord, its lender(s) ( “Lender ” ), its and their officers, agents, employees and contractors, and other tenants and occupants of the Premises, harmless from all losses, damages, fines, penalties, liabilities and expenses (including Landlord’s personnel and overhead costs and attorneys’ fees and other costs incurred in connection with such claims, regardless of whether claims involve litigation) resulting from any actual or alleged injury to any person or from any actual or alleged loss of or damage to any property alleged to be attributable to Tenant’s operation or occupation of the Premises or caused by or resulting from any act or omission of Tenant or any licensee, assignee, or concessionaire, or of any officer, agent, employee, guest or invitee of any such person in, on or about the Premises, including, but not limited to, the deposit or release of Hazardous Substances or Tenant's breach of its obligations hereunder or under applicable law. Tenant agrees that the foregoing indemnity specifically covers actions brought by its own employees. Notwithstanding any of the foregoing, if losses, liabilities, damages, liens, costs and expenses so arising are caused by the concurrent negligence of both Landlord and Tenant, their employees, agents, invitees and licensees, Tenant shall indemnify Landlord only to the extent of Tenant’s own negligence or that of its officers, agents, employees, guests or invitees. As between Landlord and Tenant, the foregoing indemnity is specifically and expressly intended to constitute a waiver of Tenant's immunity under Washington's Industrial Insurance Act, RCW Title 51, for the sole purpose of and only to the extent necessary to provide Landlord with a full and complete indemnity from claims made against Landlord by Tenant’s employees. The indemnification provided for in this Section with respect to acts or omissions during the term of this Lease shall survive termination or expiration of this Lease. Tenant shall promptly notify Landlord of casualties or accidents occurring in or about the Premises.

(b) By Landlord. Landlord shall indemnify, defend and hold Tenant, its lender(s), its and their officers, agents, employees and contractors, and other tenants and occupants of the Premises, harmless from all losses, damages, fines, penalties, liabilities and expenses (including Tenant’s personnel and overhead costs and attorneys’ fees and other costs incurred in connection with such claims, regardless of whether claims involve litigation) resulting from any actual or alleged injury to any person or from any actual or alleged loss of or damage to any property alleged to be attributable to any act or omission of Landlord or any officer, agent, employee, guest or invitee of Landlord in, on or about the Premises, including, but not limited to, the deposit or release of Hazardous Substances or Landlord’s breach of its obligations hereunder or under applicable law. Landlord agrees that the foregoing indemnity specifically covers actions brought by its own employees. Notwithstanding any of the foregoing, if losses, liabilities, damages, liens, costs and expenses so arising are caused by the concurrent negligence of both Landlord and Tenant, their employees, agents, invitees and licensees, Landlord shall indemnify Tenant only to the extent of Landlord's own negligence or that of its officers, agents, employees, guests or invitees. As between Landlord and Tenant, the foregoing

-14-

indemnity is specifically and expressly intended to constitute a waiver of Landlord's immunity under Washington’s Industrial Insurance Act, RCW Title 51, for the sole purpose of and only to the extent necessary to provide Tenant with a full and complete indemnity from claims made against Tenant by Landlord's employees. The indemnification provided for in this Section with respect to acts or omissions during the term of this Lease shall survive termination or expiration of this Lease. Landlord shall promptly notify Tenant of casualties or accidents occurring in or about the Premises.

(c) LANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF THIS SECTION 9.1 WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM.

9.2 Insurance . Tenant shall, at its own expense, maintain in effect the policies of liability and property insurance which are required pursuant to the terms of the Ground Lease and such other insurance coverages as may be required by any Lender. Landlord and Lender shall be named as additional insureds with respect to any policy of liability insurance and Lender shall be named as loss payee with respect to any policy of property insurance.

9.3 Waiver of Subrogation . Neither Landlord nor Tenant shall be liable to the other party or to any insurance company (by way of subrogation or otherwise) insuring the property of the other party for any loss or damage to any building, structure or tangible personal property of the other occurring in or about the Premises, even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees, if such loss or damage is covered by property insurance benefiting the party suffering such loss or damage or was required to be covered by property insurance under terms of this Lease. Each party shall cause each insurance policy obtained by it insuring its property to contain such a waiver of subrogation clause.

SECTION 10 - ASSIGNMENT AND SUBLETTING

10.1 Assignment or Sublease . Tenant shall not sublet or encumber the whole or any part of the Premises, nor shall this Lease or any interest thereunder be assignable or transferable by operation of law or by any process or proceeding of any court or otherwise without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. In determining whether to consent to a proposed assignment or subletting, Landlord may consider any commercially reasonable basis for approving or disapproving the proposed subletting or assignment, including without limitation the following factors: (i) the experience and business reputation of the proposed assignee or sublessee, (ii) notwithstanding that Tenant and/or others may remain liable under this Lease, whether the proposed assignee or sublessee has a net worth and a financial strength and credit record reasonably satisfactory to Landlord, and (iii) whether the use of the Premises by the proposed assignee or sublessee will be substantially different from the use of the Premises provided for in this Lease, and will not violate or create any potential violation of any laws and such use will not result in a breach or violation of the Ground Lease. Any assignment or sublease made without Landlord's prior written consent shall, at Landlord's option, be void. Each assignment or sublease shall be by an instrument in writing in form reasonably satisfactory to Landlord. If Tenant assigns its interest in this Lease or sublets the Premises, Tenant shall pay to Landlord fifty percent (50%) of any and all consideration received

-15-

by Tenant for such assignment or sublease, in excess of the direct out-of-pocket costs incurred by Tenant in connection therewith. Tenant shall also pay all reasonable legal fees and other costs incurred by Landlord in connection with Landlord's consideration of Tenant's request for approval of assignments or subleases, including assignments for security purposes.

10.2 Permitted Transfer . Landlord’s prior written consent shall not be required in connection with an assignment of Tenant's rights under this Lease or a sublease or license of all or any portion of the Premises to any of the following ( “Permitted Transferees ” ): (a) an entity which is a parent or a wholly-owned subsidiary of Tenant; (b) an entity with which or into which Tenant may merge, whether or not Tenant is the survivor of such merger; (c) any entity that is controlled by, controls or is under common control with Tenant; or (d) an entity which has purchased all or substantially all of Tenant's assets or all or substantially all of the ownership interests in Tenant (whether partnership, stock or otherwise); provided, however, that in all cases of assignment under clauses (a) through (d), there shall be no change in use of the Premises and the proposed Permitted Transferee must have a current tangible net worth, net current assets and financial strength equivalent to that of Tenant on the date of this Lease. If Tenant proposes any Transfer pursuant to this Section 10.2, Tenant must notify Landlord thereof no later than thirty (30) days prior to the effective date of the Transfer and shall provide Landlord concurrently therewith with such evidence as Landlord may request to establish that the Transferee is a Permitted Transferee, as just defined, and has in place all insurance required under the terms of this Lease. No such Transfer shall release Tenant from primary liability under this Lease. Each assignment or sublease under this Section 10.2 shall be by an instrument in writing and in form reasonably satisfactory to Landlord.

10.3 Ownership . Except as permitted by Section 10.2, any transfer of this Lease by merger, consolidation or liquidation, or any change in the ownership of, or power to vote the majority of Tenant's outstanding stock or membership or partnership interests, shall constitute an assignment for the purposes of Section 10.1; provided, however, that Landlord acknowledges that Guarantor, the parent company of Tenant, is a publicly-held company, and Landlord agrees that the provisions of this Section 10.3 shall not apply to Guarantor or Tenant so long as (a) Guarantor (and any successor in interest to Guarantor) continues to be a publicly-held company or maintains a net worth not less than the net worth of Guarantor as of the date of this Lease, and (b) Guarantor continues to be the parent company of Tenant (whether directly or indirectly).

10.4 Assignment by Landlord . Prior to Substantial Completion and delivery of the Premises, Landlord shall not sell or otherwise transfer the Ground Lease or the Premises without Tenant's prior written consent, except for an assignment of this Lease to a construction lender. If, after Substantial Completion, Landlord sells or otherwise transfers the Premises, or if Landlord assigns its interest under this Lease (other than for security purposes), such purchaser, transferee or assignee shall assume Landlord's obligations hereunder arising thereafter, and Landlord shall thereupon be relieved of all liabilities hereunder arising thereafter, but this Lease shall otherwise remain in