EXHIBIT 10.1 I-405 CORPORATE CENTER OFFICE SPACE LEASE Captaris, Inc

Office Lease Agreement

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CAPTARIS INC | Captaris, Inc | M&M Real Estate Strategies, LLC

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Title: EXHIBIT 10.1 I-405 CORPORATE CENTER OFFICE SPACE LEASE Captaris, Inc
Date: 9/18/2007
Industry: Software and Programming Sector: Technology

EXHIBIT 10.1

I-405 CORPORATE CENTER

OFFICE SPACE LEASE

Captaris, Inc.

TABLE OF CONTENTS



1.	Basic Lease Terms		1 & 2

2.	Premises		3

3.	Lease Term		3

4.	Base Rent - Adjustment(s)		3

	4.1	Base Monthly Rent	3

	4.2	Base Monthly Rent Adjustment Based on Step Increases	3

5.	Additional Rent - Annual Adjustment		3

	5.1	Additional Rent	3

	5.2	Building Operating Expenses Defined	4

	5.3	Taxes and Assessments Defined	4

	5.4	Tenant’s Pro Rata Share	4

	5.5	Adjustment of Additional Rent	4

6.	Prepaid Rent and Security Deposit		5

	6.1	Prepaid Base Monthly Rent	5

	6.2	Prepaid Additional Rent	5

	6.3	Security Deposit	5

7.	Late Charge		6

8.	Tenant’s Property		6

9.	Improvements and Alterations by Tenant		6

10.	Use of Premises		7

	10.1	Permitted Use	7

	10.2	Restrictions on Use	7

	10.3	Common Areas	8

	10.4	Parking	8

11.	Maintenance, Management and Services		9

12.	Tenant Maintenance		10

13.	Liens		10

14.	Insurance		10

15.	Indemnification and Exculpation of Landlord		11

16.	Waiver of Subrogation		12

17.	Destruction		12

18.	Condemnation		12



19.	Assignment, Subletting and Succession		12

20.	Rules and Regulations		13

21.	Defaults - Remedies		13

	21.1	Default by Tenant	13

	21.2	Remedies	13

	21.3	Default by Landlord	14

22.	Access		14

23.	Mortgages, Deeds of Trust - Priority and Attornment		14

24.	Notices		15

25.	Amendment - No Waiver		15

26.	Attorney’s Fees, Costs		15

27.	Vacation of Premises - Holding Over		15

28.	Brokers		16

29.	Intentionally Omitted		16

30.	Successors and Assigns		16

31.	Surrender of Premises		16

32.	Performance by Tenant		17

33.	Identification of Tenant		17

34.	Execution Required		17

35.	Time		17

36.	Prior Agreements		17

37.	Severability		17

38.	Recording		18

39.	Venue		18

40.	Additional Terms		18

1.	Basic Lease Terms

Section 1 represents a summary of the basic terms of this Office Space Lease for I-405 Corporate Center. In the event of any inconsistency between the terms contained in Section 1 and any specific provision of this Lease, the terms of the more specific provision shall prevail.


a.	Date of Lease:	September 10, 2007

b.	Tenant:	Captaris, Inc., a Washington Corporation

	Address of leased premises:	I-405 Corporate Center
		Suite 400
		301 116 ^th Avenue SE
		Bellevue, WA 98004

	Address for Billing and Notices:	Same as Premises

c.	Landlord:	M & M Real Estate Strategies, LLC

	Address for Notices:	600 University Street
		Suite 1515
		Seattle, WA 98101
		Attention: Mark Weed

		or such other place as
		Landlord may from time to time
		designate by notice to Tenant

	Address for Payments:	c/o Egis Real Estate Services
		600 University Street
		Suite 1515
		Seattle, WA 98101
		Attention: Accounts Receivable

d.	Premises Area:	52,810 rentable square feet

e.	Building Area:	68,556 rentable square feet

f.	Tenant’s Percentage of Building:	77%

g.	Term of Lease:	84 months
	Commencement Date:	March 1, 2008
	Expiration Date:	February 28, 2015

h.	Base Monthly Rent:	$24.00/rsf (as escalated per
		Section 1(j))

i.	Monthly Parking Charge:	$100 per month for each Parking Permit for the Under Building Parking Area, subject to the terms of Section 10.4.


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j.	Rent Adjustment(s):

	Step increase. The step adjustment provisions of Section 4.3 apply as follows:

	03/01/08 to 02/28/09	$24.00/rsf
	03/01/09 to 02/28/10	$25.00/rsf
	03/01/10 to 02/28/11	$26.00/rsf
	03/01/11 to 02/29/12	$27.00/rsf
	03/01/12 to 02/28/13	$28.00/rsf
	03/01/13 to 02/28/14	$29.00/rsf
	03/01/14 to 02/28/15	$30.00/rsf

k.	Additional Rent - Tenant’s
	Initial Share of Estimated
	Building Operating Expenses:	$7.50/rsf

l.	Prepaid Base Monthly Rent:	$105,620 for first month’s prepaid rent credited when due for first month based upon 52,810 rsf.

m.	Prepaid Additional Rent:	$33,007 credited when due for first month

n.	Security Deposit:	$148,566 credited toward the 25 ^th month Rent provided Tenant is not indefault of any of the conditions of the Lease

o.	Total Deposit:	$287,193

p.	Tenant’s Use of Premises:	Computer software development and sales, and other lawful uses associated with Captaris’ current or future business,

q.	Brokers:	Listing – GVA Kidder Mathews
		Tenant – Cushman & Wakefield

r.	Guarantor(s):	None

s.	Additional Terms:	Tenant Improvements and Other Terms

t.	Exhibit(s):	Exhibit A - The “Building”
		Exhibit B - The “Premises”
		Exhibit B-1 - The “Final Agreed Plans”
		Exhibit C - The “Work Letter Agreement”
		Exhibit D – Signage
		Exhibit E - Addendum
		Exhibit F – Satellite Dish Agreement


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2.	Premises

Subject to the terms, covenants, and conditions of this Lease, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord those certain premises (the “Premises”), constituting a portion of a building described in Section 1, and legally described on Exhibit A hereto (the “Building”). The Parties agree that the Premises, as outlined on the attached Exhibit B, constitute the rentable square feet identified in Section 1.d subject to the preparation and Tenant’s approval of a space plan, and shall be re-measured in accordance with BOMA standards, and Tenant’s pro rata share of all Building Operating Expenses, as defined in Section 5.2 initially, shall be the percentage identified in Section 1.f, as re-calculated per the re-measured BOMA standards. Said initial calculations have been made, and any subsequent calculations of the rentable square feet of the Premises or the Building required by changes in either shall be made by Landlord with Tenant’s reasonable approval, in accordance with the method of measuring “Rentable Area” specified in BOMA American National Standard Institute Publication, ANSI, Z65.1-1996 as it may be revised or amended from time to time.

3.	Lease Term

Subject to the terms and conditions set forth herein, and the terms and conditions of the Work Letter Agreement, if any, executed contemporaneously by the parties hereto, the term of this Lease shall be for the period designated in Section 1.g., commencing on the Commencement Date therein provided, and ending at the expiration of such period. In the event a Work Letter Agreement is not executed by the parties hereto, and should the Premises not be ready for occupancy by the Commencement Date for any reason Landlord shall not be liable for any claims, damages, or liabilities in connection therewith, and the term of this Lease shall be for the same number of months as previously set forth in this Section, but the Commencement Date shall be the date on which the Premises are ready for occupancy in accordance with the terms and conditions set forth herein. Should the term of this Lease commence on a date other than that specified in this Section, Landlord and Tenant will, at the request of either, execute a letter specifying the Commencement Date of the term of this Lease. In such event, rental under this Lease shall not commence until said revised Commencement Date, and the stated term shall thereupon commence and the expiration date shall be extended so as to give effect to the full stated term.

4.	Base Rent - Adjustment(s)

4.1

Base Monthly Rent. During the term hereof, Tenant shall pay to Landlord the Base Monthly Rent set forth in Section 1.h., adjusted as set forth in Section 1.j., without notice or demand, at the address to which notices to Landlord are to be given. All rent shall be paid to Landlord, without deduction or offset, in advance on or before the first day of each month of the Lease term, except Base Monthly Rent for the first month or any portion thereof shall be paid on or before the date the term commences. Base Monthly Rent for any partial month shall be prorated. For purposes of section 467 of the Internal Revenue Code, the Parties to this Lease hereby agree to allocate the rents stated in this Section 4 to the periods which correspond to the actual rent payments as provided hereunder.

4.2

Base Monthly Rent Adjustment Based on Step Increases. Base Monthly Rent shall be increased periodically to the amounts and at the times set forth in Section 1.j.

5.	Additional Rent - Annual Adjustment

5.1

Additional Rent. Tenant agrees to pay Landlord, as additional monthly rent, its pro rata share of all estimated Building Operating Expenses, as defined below in Section 5.2, for each calendar year which falls in whole or in part within the term of this Lease, prorated for any partial calendar year at the beginning or end of the Lease term, such Additional Rent to be paid at the same time and on the same terms as Base Monthly Rent. Tenant’s share of Building Operating Expenses payable


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monthly to Landlord as Additional Rent at the start of the Lease Term shall be as provided for in Section 1.k, which amount shall be a cap (“First Year Cap”) on Business Operating Expenses through the year 2008.

5.2

Building Operating Expenses Defined. For purposes of this Section, Building Operating Expenses which are recoverable by Landlord from Tenant as Additional Rent shall include, without limitation, all expenses of Landlord for maintaining, operating, and repairing the Building and the real property on which it is located, and the personal property, if any, used in connection therewith, including taxes and assessments, insurance premiums, utilities, costs to repair and maintain lighting, customary management fees and other expenses which, in accordance with generally accepted accounting and management practices, would be considered an expense of maintaining, operating or repairing the Building; excluding, however: (i) the cost of any special services rendered to individual tenants for which a separate charge is collected; (ii) leasing commissions and other leasing expenses; and (iii) costs of improvements required to be capitalized in accordance with generally accepted accounting principles, except that Building Operating Expenses shall include amortization of capital improvements made subsequent to initial development of the Building which are required by law including the Americans with Disabilities Act of 1990, as it may be amended, or regulations promulgated thereunder, or improvements which are designed with reasonable probability of improving the operating efficiency of the Building; provided, however, that in such latter case such amortization shall not exceed the reasonably expected savings in Building Operating Expenses. The intent of the Parties is to make rental payable by Tenant and other tenants in the Building, if any, absolutely net to Landlord.

5.3

Taxes and Assessments Defined. For the purposes of this Section, taxes and assessments shall include, without limitation, all real estate taxes, assessments and other charges levied with respect to real and personal property payable during any calendar year with respect to the Building and the real property on which it is located, and all property of Landlord, real or personal, used directly in the operation of the Building and located in or on the property, together with any charges levied or assessed in addition to or in lieu of any such taxes or assessments, or any tax upon the leasing of the Building or the rents collected (excluding any net income or franchise tax), and including costs and expenses of contesting the validity or amount of any such taxes and assessments.

5.4

Tenant’s Pro Rata Share. Tenant’s pro rata share of Building Operating Expenses to be paid by Tenant shall be that portion of the whole which the rentable square footage of the Premises bears to the total rentable square footage of the Building ,provided, however, that as to those Building Operating Expenses which, in Landlord’s reasonable determination, vary in direct relationship to the occupancy of the Building, Tenant’s prorata share shall be that portion of the whole which the rentable square footage of the Premises bears to the rentable square footage of the Building actually occupied by tenants; provided, further, that Tenant’s share of Building Operating Expenses shall be increased to the extent that any leasehold improvements of Tenant, whether installed by the Tenant or by the Landlord at Tenant’s expense, shall have increased the assessed value of the Building or the real property on which it is located for real estate tax purposes.

5.5

Adjustment of Additional Rent. Landlord may adjust the Additional Rent effective at the beginning of each accounting period on the basis of the Landlord’s reasonably anticipated Building Operating Expenses for that accounting period. An accounting period is a calendar year, except the first accounting period shall commence on the date the term commences and the last accounting period shall end on the date the term expires or terminates. Landlord shall furnish to Tenant, as soon as reasonably practicable after each accounting period, a statement showing Tenant’s share of the actual Building Operating Expenses for such accounting period and the payments made by Tenant in that regard. If Tenant’s share of actual Building Operating Expenses for the accounting period exceeds the payments made by Tenant, Tenant shall pay Landlord the deficiency within thirty (30) days after receipt of the statement. If Tenant’s payments made during the accounting period exceed Tenant’s share of the actual Building Operating Expenses for such period, Landlord shall, at Landlord’s option, either pay Tenant the excess at the time Landlord


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furnishes that statement to Tenant or credit such excess against the next rent payment or payments due from Tenant. Following delivery of Landlord’s statement of Tenant’s share of actual Building Operating Expenses, Tenant and its auditors, agents and representatives shall have the right to inspect Landlord’s accounting records relative to real estate taxes, Building Operating Expenses, and such of Landlord’s reconciliation of costs as pertain to and contain information concerning such costs and expenses in order to verify the amounts thereof, during normal business hours one (1) time each year during the Lease Term and following the expiration or earlier termination of the Lease, until a date that is ninety (90) days after the receipt by Tenant of Landlord’s final statement of which Tenant shall be obliged to pay to Landlord Additional Rent. Tenant’s right to inspect Landlord’s accounting records shall survive the expiration or earlier termination of the Lease. Such inspection shall be at the sole cost and expense of Tenant except in the event that it is determined that Building Operating Expenses have been overstated by more than five percent (5%) for any given year, in which case Landlord shall pay for all costs for such inspection.

6.	Prepaid Rent and Security Deposit

Prior to execution of this Lease, Tenant has deposited with Landlord the prepaid Base Monthly Rent, the prepaid Additional Rent, and the security deposit included in the total deposit identified in Section 1.o. This money represents the following:

6.1

Prepaid Base Monthly Rent . The prepaid Base Monthly Rent is the Base Monthly Rent for the months identified in Section 1.l.

6.2

Prepaid Additional Rent . The prepaid Additional Rent is the Tenant’s share of estimated Building Operating Expenses for the months identified in Section 1.m.

6.3

Security Deposit . The security deposit shall be a deposit for the performance by Tenant of the provisions of this Lease and in the amount identified in Section 1.n.

If Tenant is in default, Landlord may use the Security Deposit, as well as any previously unapplied balance of the prepaid Base Monthly Rent or the prepaid Additional Rent, or any portion of any of them, to cure the default or to compensate Landlord for any damage resulting from the Tenant’s default. On demand, Tenant shall immediately pay to Landlord the sum necessary to restore the Security Deposit to that amount initially deposited with Landlord, as well as any sum necessary to restore the previously unapplied balance of the prepaid Base Monthly Rent and the prepaid Additional Rent. In addition, should the Base Monthly Rent increase during the term of this Lease, Tenant shall deposit the additional sum required to make the prepaid Base Monthly Rent for the month or months indicated in Subsection 6.1, the proper amount. If Tenant is not in default at the expiration or termination of this Lease, or any extension thereof, Landlord shall return the Security Deposit to Tenant. Landlord’s obligations with respect to the Security Deposit and any unapplied portions of the prepaid Base Monthly Rent and the prepaid Additional Rent are those of a debtor and not a trustee. Landlord may maintain such sums separate and apart from Landlord’s general funds or may commingle them with Landlord’s general or other funds. Landlord shall not be required to pay Tenant interest on such sums, or any portion thereof. In the event this Lease is terminated before its normal Expiration Date, any rent paid for any period beyond the termination date shall be considered an additional Security Deposit.


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7.	Late Charge

Tenant acknowledges that late payment by Tenant to Landlord of rent or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which would be extremely difficult and impractical to ascertain. Such costs include, but are not limited to, processing and accounting expenses, and late charges which may be imposed upon Landlord by the terms of any mortgage or deed of trust covering the Premises. Therefore, in the event Tenant should fail to pay any installment of rent or any other sum due hereunder within the ten (10) business days after such amount is due, Tenant shall pay to Landlord as Additional Rent, a late charge equal to five percent (5%) of each such installment or sum. Waiver of said five percent (5%) late charge with respect to any installment or sum shall not be deemed to constitute a waiver with respect to any subsequent late charge which may accrue. In the event any amount so due is delinquent for a period in excess of thirty (30) days, Tenant shall pay Landlord an additional late charge, computed at the rate of the lesser of one and one-half percent (1-1/2%) per month or the maximum rate permissible by law, upon the total amount so overdue for each month or portion thereof in which payment is delinquent more than thirty (30) days. A twenty-five dollar ($25.00) charge will be paid by Tenant to Landlord for each returned check.

8.	Tenant’s Property

All articles of personal property (including Tenant’s generator and UPS system) and all business and trade fixtures owned by Tenant or leased by Tenant and located in the Premises shall remain the property of Tenant, and may be removed by Tenant at any time during the Lease Term, provided Tenant is not in default. Upon expiration or sooner termination of this Lease, Tenant shall remove any such property, together with any such property of any party other than Landlord. Tenant shall repair the damage to the Premises resulting from the installation or removal of such property, and shall promptly surrender the Premises in the condition required by Section 31 hereof. In the event of any failure by Tenant to remove, repair or clean as in this Section provided, Tenant shall upon demand, reimburse Landlord for the cost of any such removal, repair or cleaning. Any property left on the Premises after the expiration or termination of the Lease term or after Tenant’s vacation or abandonment of the Premises shall, at Landlord’s option, be deemed to have been abandoned and to have become the property of Landlord to dispose of as Landlord deems expedient; Tenant agrees that expenses to be reimbursed by Tenant to Landlord upon demand, include court costs, attorneys’ fees and storage charges relating to such property. Landlord may, at its option, sell said property at private sale without notice or legal process, for such price as Landlord may obtain, and apply the proceeds of such sale to any amounts due under this Lease from Tenant to Landlord, including expenses incident to the removal and sale of such property, or Landlord may otherwise dispose of such property.

9.	Improvements and Alterations by Tenant

Tenant shall have the right to make (1) “Cosmetic Alterations” and (2) alterations that cost less than $75,000 without Landlord’s consent. For purposes of the Lease, “Cosmetic Alterations” are those alterations that satisfy all of the following criteria: (a) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the Building; (c) will not affect the Base Building, and (d) that such improvements are in accordance with all governmental laws, rules, regulations, ordinances and requirements. All other alterations shall be subject to Landlord’s reasonable consent, which consent shall not withheld or conditioned unless the making or installation of the improvements or alterations (a) adversely affects the Building Structure; (b) adversely affects the Building Systems; (c) do not comply with applicable laws; (d) affect the exterior appearance of the Building; or (e) would unreasonably interfere with the normal and customary business operations of the other tenants in the Building.

Notwithstanding, prior to commencing the work pursuant to this Section of the Lease, Tenant will inform Landlord in writing of all such alterations and perform the duties outlined in the Lease so as to insure proper coordination with building operations and other building occupants. Landlord may require Tenant to remove such Cosmetic Alterations and restore the Premises to the condition they were in at the


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commencement of the term at the expiration or earlier termination of the Lease. In addition, Tenant shall indemnify and hold harmless Landlord from all costs and expenses of such work as further provided for in the Lease.

As conditioned above, Tenant may make, at its expense, such additional improvements or alterations to the Premises as it may deem necessary or desirable; provided, however, that any repairs, improvements or alterations by Tenant shall be done only at times and in conformity with plans and specifications approved in advance in writing by Landlord, by a licensed contractor approved in advance in writing by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed, and in accordance with all laws, rules, regulations, ordinances and requirements of governmental agencies, offices and boards having jurisdiction. Landlord shall specify in its approval (or, where no approval is required, upon Tenant’s written request) whether Landlord shall require Tenant to remove such improvement or alteration at the expiration or earlier termination of the Lease. Tenant will pay directly or reimburse Landlord for any cost incurred by Landlord in obtaining said approval(s). If requested by Landlord, Tenant will post a bond or other security reasonably satisfactory to Landlord to protect Landlord against liens arising from work performed for Tenant. All work performed shall be done in workmanlike manner and with material (when not specifically described in the specifications) of the quality and appearance customary in the trade for first-class construction of the type in which the Premises are located, and shall become the property of Landlord. Landlord may require Tenant to remove any improvements or alterations made by Tenant or at Tenant’s request at the expiration of the term, and to restore the Premises to the condition they were in at the commencement of the term. The foregoing shall not apply to any work performed by Tenant in the Premises as part of the initial Tenant Improvement package, the subsequent addition of the 2,000 square feet as set forth in Section 1 of Exhibit E of this Lease (together, “Excepted Improvements”), which Excepted Improvements Landlord has approved to remain in the Premises after expiration or earlier termination of this Lease.

10.

Use of Premises

10.1

Permitted Use. Tenant shall use the Premises for the purpose set forth in Section 1.p., and Tenant hereby agrees that, by taking possession of the Premises, it has determined to its satisfaction that the Premises can be used for those purposes. Tenant waives any right to terminate this Lease if the Premises cannot be used for such purposes. The Premises may not be used for any other purpose without Landlord’s prior written consent.

10.2

Restrictions on Use.

(a)

Tenant, at its sole expense, shall cause the Premises and all aspects of its business operations and occupancy of the Premises to be continuously in compliance with all laws, ordinances, and regulations, now or hereinafter enacted, concerning the Premises or the Building, and in compliance with the Certificate of Occupancy issued for the Building. Tenant shall not do, bring, or keep anything in or about the Premises that will cause an increased premium for or cancellation of any insurance covering the Building; provided, however, that if Tenant causes any such increase in insurance premium, Tenant shall pay or reimburse Landlord for the entire amount of any such increase. Tenant shall not use the Premises in any manner that will constitute waste, nuisance or unreasonable annoyance to other tenants in the Building, nor shall Tenant do anything that will cause damage to such Building. Tenant shall not place upon or install in windows or other openings, or in interior hallways, or on the exterior of the Premises any signs, symbols, drapes or other materials without prior written approval of Landlord. Tenant shall not permit floor loading in excess of the pounds per square foot limitation which Landlord notifies Tenant is the maximum permissible for the Premises.

(b)

Tenant shall not generate, handle, store, or dispose of any Hazardous Substance on, under, or in the Premises, the Building, or the real property upon which the Premises are situated. As used herein, the term “Hazardous Substance” means any hazardous, toxic, or


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dangerous substance, waste, or material, which is or becomes regulated under any federal, state or local statute, ordinance, rule, regulation, or other law now or hereafter in effect pertaining to environmental protection, contamination, or cleanup, including, without limitation, any substance, waste, or material, which now or hereafter is designated as hazardous in or for the purposes of any federal, state or local statute, ordinance, rule or other regulation, other than small quantities of cleaning or other/industrial supplies as are customarily used by a tenant in the ordinary course in a general office facility. Tenant agrees to hold harmless, indemnify, and defend Landlord from and against any damage, loss, claim, or liability resulting from any breach of this covenant, including any attorneys’ fees and costs incurred. This indemnity shall survive the termination of this Lease, whether by expiration of the term or otherwise.

(c)

Landlord agrees to defend, indemnify, and hold Tenant, their agents, representatives, officers, shareholders, directors and employees and its successors and assigns (collectively, the “Tenant Indemnities”), harmless against any and all liabilities, including but not limited to, losses, damages, actions, costs, attorneys fees, consultants and experts and other expenses of any nature whatsoever which the Tenant Indemnities may sustain, suffer, or incur or which may be asserted against any of the Tenant Indemnities, or on account of any grounds whatsoever, including without limitation, any suit, administrative proceeding, citation, remediation demand or judgments by any person or entity arising out of any past or future spillage, release, discharge, disposal, or placement in or upon the air, soil or water in, under or upon the Property by anyone other than Tenant during the term of this Lease of any Hazardous Substance.

10.3

Common Areas. Landlord gives to Tenant and its employees, authorized representatives and business invitees a non-exclusive right to reasonable use and enjoyment of the common areas of the Building, subject to Landlord’s rights set forth in this Lease. Tenant shall be entitled to parking in common with other Tenants or Landlord. Tenant agrees not to overburden the parking facilities and agrees to cooperate with Landlord and other tenants in the use of the parking facilities. Landlord may promulgate rules relating to use of the parking facilities, in which case Tenant shall abide thereby. If Landlord promulgates rules relating to the use of the parking facilities, Landlord may monitor compliance with such rules, but shall not be obligated to do so, and no rules relating to the use of the parking facilities shall affect Tenant’s parking ratio as set forth in Section 10.4 below.

10.4

Parking .

(a)

Parking Spaces. Tenant shall have the right to four (4) Parking Spaces, rounded to the lowest whole number for each thousand (1,000) useable square feet of the initial leased Premises throughout the initial term of the Lease and any extensions thereto. Included in this total will be: (i) thirteen (13) reserved stalls located in the covered parking area (“Under Building Parking Area”) and shall be available at a cost of one hundred dollars ($100) per stall per month for the first five (5) years of the Lease and adjusted to market each year thereafter, provided at no time during the Lease Term shall Tenant be entitled to fewer than thirteen (13) of such stalls; and (ii) Landlord shall designate and provide signage to identify four (4) of the total Parking Spaces located as close as reasonably possible to the building entrance for Captaris’ visitors’ use only. Upon expansion or contraction of the leased Premises if allowed for under the Lease, Tenant’s allocation of Parking Spaces will be increased or decreased accordingly to maintain the ratio of Parking Spaces to useable square feet established by this Section 10.4. Unreserved surfaced parking spaces and the four (4) designated parking spaces shall be provided at no charge to Tenant during the term of this Lease.

(b)

Location and Designation. Landlord shall issue an authorization (a “Parking Permit”) which may include parking stickers or tags in a number equal to the number of parking spaces allowed in Section 10.4(a) above, including for the Under Building Parking Area.


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Each Parking Permit will authorize parking for one (1) car, twenty-four (24) hours a day, seven days a week. Landlord may designate, subject to change from time to time, certain areas within the Under Building Parking Area within which each car may be parked, and Tenant shall observe such designations. Tenant shall observe all reasonable rules and regulations promulgated by Landlord from time to time concerning the use of the Under Building Parking Area and shall supply such additional information relating to persons authorized to use the Under Building Parking Area as may be reasonable requested by Landlord from time to time, including automobile license numbers.

(c)

Charges. The monthly charge for the Parking Permit(s) to be provided Tenant by Landlord shall be the amount set forth in Section 1.i of the Lease. Such rate shall be in effect upon the Commencement Date of the Lease, subject to adjustment during each year of the Lease term. The adjustment shall be based upon the comparable market rate for parking stalls for other comparable office buildings in the Bellevue area.

11.

Maintenance, Management and Services

11.1

Landlord covenants and agrees with Tenant to cause public utilities to furnish electricity, water and sewer utilized in operating all normal facilities serving the Premises; and to furnish Tenant during Tenant’s occupancy of the Premises:

(a)

Hot and cold water at those points of supply provided for general use of other tenants in the Building; central heating and air conditioning in season, at such times as Landlord normally furnishes these services to other tenants in the Building, and at such temperatures and in such amounts as are considered by Landlord to be standard, provided that during weekends, holidays, and weekdays at other than normal hours for the Building such services shall be provided only upon request of Tenant and if reasonably available, in which case Tenant shall bear the entire cost thereof; routine maintenance, painting and electric lighting service for all public areas and special service areas of the Building in the manner and to the extent deemed by Landlord to be standard.

(b)

The Building has sufficient HVAC to meet general office requirements during normal office hours. After hours HVAC service shall be available 24 hours per day at an hourly rate, which may be adjusted during the term of the Lease based on the cost of power and any additional maintenance needed, but which at all times shall be equal to Landlord’s actual out of pocket costs. Tenant agrees that all routine maintenance and repairs of the HVAC will be part of the Building Operating Expenses and that Landlord will replace the system if required during the initial Lease Term, at its sole cost and expense.

(c)

Janitorial service on a five (5) day week basis; provided, however, if Tenant’s leasehold improvements are not consistent in quality and quantity with the leasehold improvements deemed by Landlord to be standard in the Building, Tenant shall pay any additional cleaning cost attributable thereto as additional rent.

(d)

Electrical facilities to provide sufficient capacity to serve the low voltage electrical power outlet loads of the leased Premises, provided that if Tenant’s consumption exceeds 5 watts per useable square foot for power outlet loads, then the cost of such consumption beyond said standard shall be paid by Tenant.

(e)

Building Standard lamps, bulbs, starters and ballasts used throughout the Premises. Tenant agrees to reimburse Landlord for the cost and expense of maintaining, repairing and replacing non-Building Standard lighting.


Final I-405 CAPA Lease 9-12-07		- 9 -		Please Initial _______

(f)

Security for the Building; provided, Landlord shall not be liable to Tenant for loss, damage, or injury due to theft, burglary or other criminal act, or for damage or injury caused by any person.

11.2

In the event Tenant desires any of the aforementioned services in amounts in excess of those deemed by Landlord to be standard for the Building, and in the event Landlord elects to provide such additional quantities, Tenant shall pay Landlord as additional rent hereunder the cost of providing such additional quantities.

11.3

Failure by Landlord to any extent to furnish any service, or any cessation thereof, resulting from causes beyond the reasonable control of Landlord, shall not render Landlord liable in any respect for damages to either person or property, nor be construed as an eviction of Tenant, nor work an abatement of rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof. Should any of the equipment or machinery utilized in supplying the services described herein break down, or for any cause cease to function properly, Landlord shall use reasonable diligence to repair same promptly, but Tenant shall have no right to terminate this Lease, and shall have no claim for rebate or abatement of rent or damages, on account of any interruption in service occasioned thereby or resulting therefrom.

12.

Tenant Maintenance

By entry hereunder, Tenant accepts the Premises as being in good and sanitary order, condition and repair. Tenant shall, at its expense, clean, maintain and keep in good and sanitary order, condition and repair throughout the term of this Lease the Premises, ordinary wear and tear, and damage due to casualty excepted, and all appurtenances, including, without limitation, signs, windows, doors, skylights and trade fixtures, except to the extent that any such obligation shall have been expressly undertaken by Landlord pursuant to the terms of this Lease.

13.

Liens

Tenant shall keep the Premises, and the real property upon which the Premises are situated, free from any liens arising out of any work performed, materials furnished or obligations incurred by Tenant. Landlord shall have the right at all reasonable times to post on the Premises any notices which it deems necessary for its protection from such liens. If any such liens are filed, Landlord may, without waiving its rights and remedies based on such breach by Tenant and without releasing Tenant from any of its obligations hereunder, cause such liens to be released by any means it shall deem proper, including payment in satisfaction of the claim giving rise to such lien. Tenant shall pay to Landlord upon demand, any sum paid by Landlord to remove such liens, together with interest at the lesser of one and one-half percent (1-1/2%) per month or the maximum rate permissible by law from the date of such payment by Landlord.

14.

Insurance

Throughout the term of this lease, Landlord may, subject to reimbursement as provided for in Section 5.2 of the Lease, maintain “all risks” property insurance coverage including “loss of rents”, “business interruption/ extra expense” and any other coverages deemed necessary by Landlord or Landlord’s lender. Tenant assumes the risk of loss to its improvements, furnishings, trade fixtures, equipment and supplies which shall not be insured under the above policy and for which Landlord shall not be responsible. The deductibles under both Landlord’s and Tenant’s property insurance policies are their own responsibilities respectively.

Throughout the term of the Lease, Tenant shall provide and maintain Commercial General Liability insurance, issued in a form and by an insurer satisfactory to Landlord, covering all operations by or on behalf of Tenant on an occurrence basis against claims for bodily injury, personal injury, advertising injury and property damage. Such insurance shall have the following minimum limits:


$2,000,000		General Aggregate
$2,000,000		Products/Competed Operations Aggregate
$1,000,000		Personal and Advertising Injury Limit
$1,000,000		Each Occurrence Limit
$200,000		Fire Damage, Per Fire
$10,000		Medical Expense, Per Person


Final I-405 CAPA Lease 9-12-07		- 10 -		Please Initial _______

Before Tenant occupies the Premises, and at each policy renewal thereafter, Tenant shall provide Landlord with a certificate of insurance which demonstrates these required insurance limits and coverages, specifically including:

•

At least 45 days notice to the Landlord of policy cancellation;

•

Landlord being added to the policy as an additional insured;

•

The policy including a “waiver of subrogation” against Landlord;

•

The policy being “primary and non-contributory” to any other coverage which Landlord may carry.

15.

Indemnification and Exculpation of Landlord

15.1

Tenant shall indemnify, defend, and hold Landlord harmless from all claims arising from Tenant’s use of the Premises or the conduct of its business, or from any activity, work or thing done, permitted or suffered by Tenant in or about the Premises or the Building. Tenant shall further indemnify, defend, and hold Landlord harmless from all claims, liabilities, costs, attorneys’ fees and expenses arising from any breach or default in the performance of any obligation to be performed by Tenant under the terms of this Lease, or arising from any act or omission of Tenant or of its agents or employees. Tenant’s obligation to indemnify Landlord under this Subsection 15.1 includes an obligation to indemnify for losses resulting from death or injury to Tenant’s employees, and Tenant accordingly hereby waives any and all immunities it now has or hereafter may have under any Industrial Insurance Act, or other worker’s compensation, disability benefit or other similar act which would otherwise be applicable in the case of such an indemnity claim against Tenant. Tenant’s obligation to indemnify Landlord under this Section 15.1 does not include losses to the extent due to negligence Landlord. In case any action or proceeding shall be brought against Landlord by reason of any claim covered by this Section 15.1, Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of and waives any claims Tenant might have in respect to, damage to property or injury to persons in, upon or about the Premises from any cause whatsoever, except that which is caused by the failure of the Landlord to observe any of the terms and conditions of this Lease where such failure has persisted for an unreasonable period of time after written notice of such failure. Nothing contained herein shall obligate Tenant to indemnify Landlord against its negligence or willful acts, for which Landlord shall indemnify Tenant.

15.2

Neither Landlord nor any partner, director, officer, agent or employee of Landlord shall be liable to Tenant, or its partners, directors, officers, contractors, agents, employees, invitees, sublessees or licensees, for any loss, injury, or damage to Tenant or to any other person, or to its

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