6.2.11   Refrain from making any marks on or attaching any sign, insignia, antenna, aerial, or other device to the exterior or interior walls, windows, or roof of the Premises without the written consent of Sub-Landlord; and

6.2.12   Refrain from interfering with Sub-Landlord or other sub-tenants or guests on the Premises.

7.

Hazardous Materials Indemnification

Sub-Tenant shall indemnify, defend, and hold Sub-Landlord harmless from any and all claims, judgments,   damages,   penalties,   fines,  costs,   liabilities,   or   losses   (including,   without   limitation, diminution in value of the Premises, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises, damages arising from any adverse impact on marketing of space, and sums paid in settlement of claims, attorneys’ fees, consultant fees, and expert fees) which arise during or after the Sublease term as a result of contamination by Hazardous Material as a result of Sub-Tenant’s use or activities, or of Sub-Tenant’s agents or contractors.  This indemnification of Sub- Landlord by Sub-Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state, or local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the Premises.  Without limiting the foregoing, if the presence of any hazardous material on the Premises caused or permitted by Sub-Tenant or its agents or contractors results in any contamination of the Premises, Sub-Tenant shall promptly take all actions, at its sole expense, as are necessary to return the Premises to the condition existing prior to the Sublease of any such hazardous material to the Premises; provided that Sub-Landlord’s approval of such actions shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially  have  any  material  adverse  long  term  or  short  term  on  the  Premises.    The  foregoing indemnity shall survive the expiration or earlier termination of this Sublease.

8.

Maintenance and Repair

Except as provided to the contrary below, Sub-Tenant shall at its own cost and expense during the term of this Sublease keep and maintain the Premises, including any and all building improvements situated thereon, and, also, any and all sidewalks and ways adjacent thereto, in a good condition and state of repair, at least comparable to that which existed immediately prior to the commencement of the Sublease, except for ordinary wear and tear, damage by fire and other risks covered by fire and extended coverage insurance, and acts of God.  Sub-Tenant will make or cause to be made, as and when the same become necessary, all structural and nonstructural, exterior and interior, replacing and repairing and restoring.  All replacing, repairing and restoring required of Sub-Tenant shall be (in the opinion of Sub-Landlord) done in a good and workmanlike manner and of a quality at least equal to the original work and shall be in compliance with all standards and requirements of law, licenses and municipal ordinances.  Sub-Landlord shall have no obligation to do any repairs or maintenance, ordinary or extraordinary, on the Premises, provided that Sub-Landlord shall be solely responsible for all maintenance and repairs of the Wastewater Dump.

9.

Utilities and Services

Sub-Tenant  shall  pay,  when  due,  all  charges  for  electricity,  gas,  water,  sanitary  and  storm sewage, garbage  removal, janitorial services, telephone service, and any other utilities of any kind

furnished to the Premises.  Sub-Tenant shall comply with all OSHA regulations pertaining to custodial activities.

10.

Taxes

Landlord shall pay when due all taxes and assessments, (including assessments for benefits for public works or improvements, whether or not begun or completed prior to the commencement of the term of this Sublease and whether or not to be completed within said term) levies, licenses and permit fees, charged for public utilities, and all governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which during the term of this Sublease may have been, or may be assessed, levied, confirmed, imposed upon or become due and payable out of or in respect of, or become a lien on the Premises or any part thereof (hereinafter collectively  referred  to  as  “taxes  and  assessments”).    Landlord  shall  furnish  Sub-Tenant  proof  of payment, and Tenant shall immediately reimburse Sub-Landlord for 66.7% of such payment.

11.

New Charges or Fees

If a new charge or fee relating to the ownership or use of the Premises or the receipt of rental therefrom or in lieu of property taxes is assessed or imposed, then, to the extent permitted by law, Sub- Tenant shall pay such charge or fee.  Sub-Tenant, however, shall have no obligation to pay any income, profits, or franchise tax levied on the net income derived by Sub-Landlord from this Sublease.

12.

Liability Insurance

Sub-Tenant agrees at Sub-Tenant’s own expense to maintain during the term of this Sublease public liability insurance in a company authorized to do business in Oregon satisfactory to Sub-Landlord (which approval will not be unreasonably withheld) with combined single limit of not less than One Million Dollars ($1,000,000) for personal injury or death, One Million Dollars ($1,000,000) for property damage, and Three Million Dollars ($3,000,000) in the aggregate, and that Sub-Landlord will be one of the parties insured thereunder. Such insurance shall cover all risks arising directly or indirectly out of Sub-Tenant’s activities on or any condition of the Premises, whether or not related to an occurrence caused or contributed to by Sub-Landlord’s negligence, and shall protect Sub-Landlord and Sub-Tenant against claims of third persons.   Certificates evidencing such insurance and bearing endorsements requiring ten (10) days written notice to Sub-Landlord and any mortgagee prior to any change or cancellation shall be furnished to Sub-Landlord and any mortgagee prior to Sub-Tenant’s occupancy of the property, and during the Sublease to evidence renewals of the insurance.

13.

Fire and Casualty Insurance

Sub-Tenant shall keep the Premises and improvements insured at Sub-Tenant’s expense against fire and other risks covered by an All Risk Property Coverage policy.  The insurance shall be maintained (without any co insurance clause) in an amount equal to the greater of the fair market value of the Premises and improvements or the amount required by any mortgagee of the Premises, or absent such requirement,  in  an  amount  sufficient  to  prevent  Sub-Landlord  and  Sub-Tenant  from  becoming  co insurers under applicable provisions of the insurance policy.  The insurance shall be obtained from a company that is authorized to do business in Oregon and approved by Sub-Landlord, which approval shall not be unreasonably withheld.  The insurance shall be in favor of Sub-Landlord, Sub-Tenant, and mortgagee (with a standard mortgagee’s clause) as their respective interests may appear, and any loss shall be payable as therein provided, notwithstanding any act or negligence of Sub-Landlord or Sub-

Tenant  which  might  otherwise  result  in  forfeiture  of  the  insurance.    Certificates  evidencing  such insurance and bearing endorsements requiring at least ten (10) days written notice to Sub-Landlord and any  mortgagee  prior  to  any  change  or  cancellation  shall  be  furnished  to  Sub-Landlord  and  any mortgagee prior to Sub-Tenant’s occupancy and during the Sublease to evidence renewals of the insurance.  Sub-Tenant shall pay insurance premiums directly to the insurance company, unless any mortgagee to which this Sublease is subordinate shall require payment of insurance deposits into a reserve account with mortgagee, in which case Sub-Tenant shall make payments for insurance into the reserve with mortgagee as required by mortgagee.

14.        Waiver of Subrogation

The liability and casualty insurance policies to be obtained as provided in this Sublease shall provide that the insurer waives all right of recovery by way of subrogation against Sub-Landlord and/or Sub-Tenant in connection with any damage covered by such policies.

15.        Net Sublease

Except as provided to the contrary herein, it is the intent of the parties that this Sublease shall be a net, net, net Sublease and Sub-Landlord shall not bear any expenses with respect to the same, and Sub-Tenant shall pay all repairs, maintenance, utilities, taxes and insurance premiums with respect to the Premises.

16.        Liens

Sub-Tenant shall keep the Premises and the property on which the Premises are situated free from any liens arising out of any work performed, materials furnished, or obligations incurred by Sub- Tenant, and Sub-Tenant shall indemnify and hold Sub-Landlord harmless from all claims, demands, liabilities and expenses, including attorneys’ fees relating to such liens.  If any mechanic’s, laborer’s, materialman’s or other lien caused or charged to Sub-Tenant shall at any time be filed against the Premises, Sub-Tenant shall have the right to contest such lien or charge, provided, Sub-Tenant within thirty (30) days after notice of the filing thereof, will cause the same to be discharged of record or in lieu thereof to secure Sub-Landlord against said lien by depositing with Sub-Landlord, to be held in trust, cash or securities satisfactory to Sub-Landlord in an amount sufficient to discharge the lien plus any costs, attorneys’ fees and other charges that could accrue as a result of foreclosure or sale under the lien.

17.        Alterations and Improvements

Sub-Tenant shall not make any alterations, additions or improvements in or to the Premises, without first obtaining the written consent of Sub-Landlord.  All alterations shall be made in a good and workmanlike manner and in compliance with all applicable laws and building codes.  As used herein, alterations shall include installation of communications and computer wiring and link ups.   All improvements and alterations performed on the Premises by either Sub-Landlord or Sub-Tenant shall be the property of Sub-Landlord when installed unless the applicable Sub-Landlord’s consent or work sheet specifically provides otherwise.   Sub-Tenant shall not place or permit to be placed any signs, advertisements or notices on the exterior of said Premises in places where such signs, advertisements or notices will be visible from any public street unless such signs meet all local governmental requirements and have been approved by Sub-Landlord.

18.

Destruction of Premises

In the event of destruction of the improvements on which the Premises are situated, whether by fire or other casualty, to the extent of fifty percent (50%) or more of the value of such improvements, either party may elect by written notice to the other not more than forty five (45) days after the fire or other casualty, whether or not to terminate the Sublease.  If either party elects to terminate, this Sublease shall terminate as of the date of the fire or other casualty and Sub-Tenant shall receive back any prepaid rent.  If neither party elects to terminate or if the building is partially destroyed and the damage so occasioned shall not amount to the extent above indicated, Sub-Tenant shall at its expense properly restore the Premises in substantially the same form as prior to the destruction.  For the period of time between the date of such fire or other casualty and until such repairs have been substantially completed, there shall be such an abatement of rental as the nature of the injury or damage to its interference  with  occupancy  of  the  Premises  by  Sub-Tenant  shall  warrant.    In the  event  the  Sub- Landlord and Sub-Tenant are not able to agree on the amount of rent to abate, then the matter shall be determined by arbitration as provided below.  It is further understood and agreed that if the Premises be but slightly injured and the damage so occasioned shall not cause any material interference with the occupation, use, and operation by Sub-Tenant, there shall be no abatement of rental and Sub-Tenant shall repair said damage with all convenient speed.

In the event the amount of such insurance proceeds distributed on any policy relating to the Premises exceeds Ten Thousand Dollars ($10,000), such insurance proceeds as may be paid to Sub- Landlord  and  Sub-Tenant  shall  be  deposited  with  Sub-Landlord  to  be  held  and  disbursed  for  the repairing, rebuilding, restoring or replacing of the Premises or any portion thereof, or any improvements from time to time situated thereon or therein, subject to the pertinent provisions of any mortgage and in accordance with the provisions of this Sublease.  No sums shall be paid by Sub-Landlord toward such repairing, restoring or replacing unless it shall be first demonstrated to the reasonable satisfaction of Sub-Landlord  that  the  amount  of  money  necessary  to  provide  for  any  such  repairing,  rebuilding, restoring or replacing (according to any plans or specifications which may be adopted therefor) in excess of the amount received from any such insurance policies has been expended or provided by Sub-Tenant for such repairing, rebuilding, restoring or replacing, and that the amount received from such insurance policies is sufficient to complete such work.  In the event there is any amount required in excess of the amount received from such insurance policies, Sub-Tenant shall deposit such excess funds with Sub- Landlord so that the total amount available will be sufficient to complete such repairing, rebuilding, restoring  or  replacing  in  accordance  with  any  plans  and  specifications  submitted  in  connection therewith, free from any liens or encumbrances of any kind whatsoever relating to such repairing, rebuilding, restoring or replacing, and the funds held by Sub-Landlord shall be disbursed only upon the presentment of architect’s or general contractor’s certificates, waivers of lien, contractor’s sworn statements, and other evidence of cost and payments as may be reasonably required.

19.

Condemnation

19.1 Generally

The term “Condemnation” used herein shall mean any taking of any interest in the Premises or the improvements to the Premises by right of eminent domain, administrative action, or any purchase of any such interest in lieu of such taking.

19.2

Total Taking

In the event the whole of the Premises are taken by condemnation, or only a portion of the Premises be taken by condemnation so as to render the remainder economically unsuitable for its primary intended use under this Sublease in which event such partial taking shall be deemed a total taking for purposes hereof, then in any such event this Sublease shall terminate as of the date title to the Premises vests in the condemning authority.  For the purposes hereof, such date of vesting in the condemnor terminating this Sublease shall operate as though it were the date originally intended by the parties for expiration of the tenancy created hereunder, and the rent reserve herein shall be adjusted in the light of the condemnation, so that Sub-Tenant shall pay rent to Sub-Landlord only up to the date of vesting in the condemnor.  Any prepaid or advance rental paid by Sub-Tenant to Sub-Landlord for the part of the term extending beyond the date on which the title vests in the condemnor shall be refunded within ten (10) days after Sub-Landlord has received an award of just compensation from the condemning authority for the taking of the Premises, provided Sub-Tenant shall have duly performed all the covenants and conditions of this Sublease by it to be performed.

19.3

Partial Taking

In the event that only a portion of the Premises is taken, Sub-Landlord shall have the right to terminate this Sublease as of the date title thereto vests in the condemnor by giving to Sub-Tenant written notice of such termination; but should Sub-Landlord not so terminate this Sublease when a portion of the Premises is so taken, this Sublease shall terminate as to the part taken, and Sub-Landlord shall proceed as soon as reasonably possible to restore the remaining portion of the Premises to a self-contained architectural unit; provided, however, that Sub- Landlord shall not be obligated to undertake any such repairs if the cost thereof exceeds the award.  The rent shall be adjusted for the portion of the Premises remaining after condemnation so that Sub-Tenant shall be required to pay for the balance of the term that portion of the rent reserved herein which the value of the portion of the Premises remaining after condemnation bears to the value of the Premises immediately prior to the date of condemnation.  The rental shall be apportioned as aforesaid by agreement between the parties, or if the parties are unable to agree, then by arbitration as set out below.  Pending such agreement or arbitration, Sub- Tenant shall pay at the time and in the manner above provided the rental herein reserved, and all other charges herein required to be paid by Sub-Tenant, without deduction, and on such agreement or arbitration Sub-Tenant shall be entitled to credit for any excess rentals paid.

19.4

Sub-Landlord to Receive Award

It is specifically understood and agreed that Sub-Landlord shall be entitled to all of the proceeds of any partial or total condemnation, and Sub-Tenant shall have no claim against Sub- Landlord as a result of condemnation. Sub-Tenant shall be entitled to the relocation benefits, if any, and all the proceeds of condemnation which are on account of the taking of the improvements, equipment, fixtures or personal property, if any, belonging to Sub-Tenant.

20.

Surrender of Premises

Upon the termination of this Sublease for any reason whatsoever, Sub-Tenant shall promptly vacate the Premises and deliver the same to Sub-Landlord broom clean and in as good order and repair as the Premises were at the commencement of this Sublease, ordinary wear and tear and loss or

damage  by  fire  excepted.    Sub-Tenant  shall  deliver  all  keys  to  Sub-Landlord.    All  additions  to  or alterations of the Premises, whether installed by Sub-Landlord or by Sub-Tenant, other than trade fixtures, shall at once become part of the realty and belong to Sub-Landlord, unless the terms of Sub- Landlord’s consent at the time of the addition or improvement provide otherwise, or unless Sub- Landlord requests that part or all of the additions, alterations or improvements be removed.   Sub- Tenant agrees to restore any damage caused by the removal of any property Sub-Tenant is entitled to remove pursuant to this Section.  If Sub-Tenant fails to remove such fixtures, Sub-Landlord may do so and charge the cost to Sub-Tenant together with interest at the legal rate from the date of Sub- Landlord’s expenditure.  Sub-Tenant shall repair at Sub-Tenant’s sole cost all damage done to the Premises  as  the  result  of  the  installation  and  removal  of  any  trade  fixtures  prior  to  vacating  the Premises.

21.        Evidence of Termination

Promptly upon the expiration of this Sublease for any reason whatsoever, Sub-Tenant shall not only surrender possession of the Premises, including any and all buildings and improvements situated thereon, but shall also forthwith, upon demand, execute any and all such instruments as the Sub- Landlord may reasonably require for the purpose of evidencing the termination of this Sublease and Sub-Landlord’s absolute ownership of the Premises, including any and all buildings and improvements situated thereon, free and clear of all rights and claims of Sub-Tenant.

22.        Removal of Property

If Sub-Tenant shall fail to remove any of Sub-Tenant’s property of any nature whatsoever from the Premises at the termination of this Sublease, or when Sub-Landlord has the right of reentry, Sub- Landlord may, at Sub-Landlord’s option, remove and store said property without liability for the loss thereof or damage thereto, such storage to be for the account and at the expense of Sub-Tenant.  If Sub- Tenant does not pay the cost of storing any such property after it has been stored for a period of thirty (30) days or more, Sub-Landlord may, at Sub-Landlord’s option, sell, or permit to be sold, any or all of such property at public or private sale, in such manner and at such times and places as Sub-Landlord in Sub-Landlord’s sole discretion may deem proper, without notice to Sub-Tenant, and shall apply the proceeds of such sales:  first, to the costs and expense of such sale, including reasonable attorneys’ fees actually incurred; second, to the payment of the costs or charges for storing any such property; third, to the payment of any other sums of money which may then be or thereafter become due Sub-Landlord from Sub-Tenant under any of the terms hereof; and fourth, the balance, if any, to Sub-Tenant.

23.        Assignment and Subletting

Sub-Tenant shall not, voluntarily or involuntarily or by operation of law, assign, mortgage or encumber all or part of this Sublease, nor sublet, nor suffer or permit the Premises or any part thereof to be used by others, without the prior written consent of Sub-Landlord in each instance, or sublet the whole or any part of the Premises without first obtaining the Sub-Landlord’s written consent.  If Sub- Tenant is a corporation, partnership, or limited liability company, sale of a thirty three percent (33%) or greater interest in the stock, partnership, or member’s shares shall be considered an assignment.  Sub- Tenant shall pay Sub-Landlords costs, expert expenses and attorneys’ fees incurred in reviewing any proposed sublease or assignment.

It shall not be unreasonable for the Sub-Landlord to withhold its consent to any assignment, encumbrance, sublease, or other transfer of this Sublease if a proposed transferee’s anticipated use of the Premises involves the generation, storage, use, treatment, or disposal of any Hazardous Materials.

If Sub-Tenant at any time desires to assign or sublet the Premises or any part thereof, Sub- Tenant shall first notify Sub-Landlord in writing of its desire to assign or sublet the Premises or any part thereof, Sub-Tenant shall first notify Sub-Landlord in writing of its desire to do so, and offer Sub- Landlord the right to recapture, at the square foot rental for the space then applicable pursuant to this Sublease or the rental which Sub-Tenant proposed to obtain, whichever is lower, all or such part of the Premises  that  Sub-Tenant  desires  to  assign  or  sublet.    Sub-Landlord  shall  have  the  option,  to  be exercised within fifteen (15) days from the date of the giving of such notice, to require Sub-Tenant to execute an assignment to Sub-Landlord of this Sublease or a sublease to Sub-Landlord of the Premises or such portion thereof as Sub-Tenant desires to sublet, with the right of Sub-Landlord to sublet to others, or to anyone designated by Sub-Landlord.  If Sub-Landlord exercises such option and such assignment or sublease is at the rental specified in this Sublease, Sub-Tenant shall be released of all further liability hereunder, from and after the effective date of such assignment or sublease, with respect to the Premises included therein.  If Sub-Landlord does not exercise such option within such time, Sub-Tenant may thereafter assign this Sublease or sublet the Premises designated in such notice, provided Sub- Landlord consents thereto, but at a rental not less than that offered to Sub-Landlord in such notice and not later than ninety (90) days after the giving of such notice (unless a further notice is given).  In the event Sub-Landlord does consent to the assignment or subletting, no such assignment or subletting shall release or relieve the Sub-Tenant from any of its obligations under this Sublease.  In the event of any attempted assignment or subletting without such consent of Sub-Landlord, this Sublease may be terminated at the option of Sub-Landlord.  In the event this Sublease is assigned to any person or entity pursuant to the provisions of the Bankruptcy Code, 11 USC §101 et seq. (the “Bankruptcy Code”), any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Sub-Landlord, shall be and remain the exclusive property of Sub-Landlord and shall not constitute property of Sub-Tenant or of the estate of Sub-Tenant within the meaning  of  the  Bankruptcy  Code.    Any  and  all  monies  or  other  considerations  constituting  Sub- Landlord’s property under the preceding sentence not paid or delivered to Sub-Landlord shall be held in trust for the benefit of Sub-Landlord and be promptly paid or delivered to Sub-Landlord.  Any person or entity to which this Sublease is assigned pursuant to the provisions of the Bankruptcy Code shall be deemed without further act or deed to have assumed all of the obligations arising under this Sublease on and after the date of such assignment.  Any such assignee shall upon demand execute and deliver to Sub-Landlord an instrument confirming such assumption.

24.

Sub-Landlord’s Right to Perform

In the event that Sub-Tenant fails or refuses to pay, when due, any sum of money required to be paid in the performance or observance of any of the terms of this Sublease on the part of Sub-Tenant to be performed or observed, the Sub-Landlord may, at his option, without any obligation, however, on his part to do so, pay such sum of money, and thereafter such sum of money shall be repaid by the Sub- Tenant to the Sub-Landlord forthwith upon the Sub-Landlord’s making demand upon the Sub-Tenant for such repayment, with interest thereon at the rate of ten percent (10%) per annum from the date of the making of such payment by the Sub-Landlord until the date of the making of the repayment to the Sub- Landlord by the Sub-Tenant.

25.

Access by Sub-Landlord

Sub-Tenant will permit Sub-Landlord and Sub-Landlord’s agents to enter into and upon the Premises at all reasonable times for the purpose of inspecting the same, to determine Sub-Tenant’s compliance with this Sublease, for altering or improving the Premises, or for showing the Premises to prospective purchasers or Sub-Tenants.

26.

Nonwaiver

Waiver by Sub-Landlord of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of such term, covenant, or condition, or of any subsequent breach of the same or of any other term, covenant, or condition herein contained.  The subsequent acceptance of rent hereunder by Sub-Landlord shall not be deemed to be a waiver of any preceding breach by Sub- Tenant of any term, covenant, or condition of this Sublease, other than the failure of Sub-Tenant to pay the particular rental so accepted, regardless of Sub-Landlord’s knowledge of such preceding breach at the time of acceptance of such rent.

27.

Indemnification

Sub-Tenant shall defend and indemnify Sub-Landlord and save Sub-Landlord harmless from and against any and all claims, demands, liabilities, damages, costs, or expenses, including attorneys’ fees, arising from any act, omission, or negligence of Sub-Tenant, or the officers, contractors, licensees, agents, servants, employees, guests, invitees, or visitors of Sub-Tenant in or about the Premises, or arising from any accident, injury, or damage, howsoever and by whomsoever caused, to any person or property, occurring in or about the Premises, but excluding any claim, loss or liability which may be caused or contributed to in whole by Sub-Landlord’s own negligence or failure to effect any repair or maintenance required by this Sublease.   Sub-Landlord shall have no liability to Sub-Tenant or to any third party for any loss or damage caused by third parties or by any condition of the Premises.

28.

Holding Over

In the  event Sub-Tenant holds over after the term of this Sublease, then Sub-Tenant shall remain bound by all terms, conditions, and covenants of this Sublease, except that the holding over shall be construed to create a tenancy from month to month, and the rental shall be equal to one hundred fifty percent (150%) of the highest regular monthly rental payable by Sub-Tenant unto Sub-Landlord during the term of this Sublease, including any renewals.  If a month to month tenancy results from a holdover by Sub-Tenant under this Section, the tenancy shall be terminable at the end of any monthly rental period on written notice from Sub-Landlord given not less than ten (10) days prior to the termination date which shall be specified in the notice.  Sub-Tenant waives any notice which would otherwise be provided by law with respect to a month to month tenancy.  Failure of Sub-Tenant to remove fixtures, furniture, furnishings, or trade fixtures which Sub-Tenant is required to remove under this Sublease shall constitute a failure to vacate to which this Section shall apply if the property not removed will substantially interfere with occupancy of the Premises by another Sub-Tenant or with occupancy by Sub-Landlord for any purpose including preparation for a new Sub-Tenant.

29.

Mortgage

This Sublease is subordinate to any mortgage now or hereafter placed on the Premises, and to any  refinancing,  renewals,  modifications,  consolidations,  replacements  thereof.    At  Sub-Landlord’s

request,  Sub-Tenant  shall  furnish  Sub-Landlord  current  and  past  balance  sheets  and  operating statements  in  the  form  requested  by  any  mortgage  lender  to  which  Sub-Landlord  applies  for construction or  permanent  financing  concerning  the  Premises.    Sub-Tenant  agrees  to  execute  and deliver on demand any documents reasonably required by Sub-Landlord to evidence the subordination. If the Premises are sold as a result of foreclosure of any encumbrance thereon, Sub-Tenant shall attorn to the purchaser and recognize the purchaser as Sub-Landlord under this Sublease, and execute and deliver any documents reasonably required by any purchaser to evidence such attornment.

30.        Sub-Tenant’s Obligations as Rent

All  amounts  payable  by  Sub-Tenant  to  or  on  behalf  of  Sub-Landlord  under  this  Sublease, whether  or  not  expressly  denominated  as  rent,  shall  constitute  rent  for  the  purposes  of  Section

502(b)(6) of the Bankruptcy Code, and for purposes of entitling Sub-Landlord to exercise all of the remedies available at law or equity, or under this Sublease, for the nonpayment of rent.

31.        Default

The following shall be events of default:

31.1

Default in Rent

Failure of Sub-Tenant to pay any rent or other charge within ten (10) days after it is due.

31.2

Default in Other Covenants

Failure of Sub-Tenant to comply with any term or condition or fulfill any obligation of the Sublease (other than the payment of rent or other charges) within twenty (20) days after written   notice   by   Sub-Landlord   specifying   the   nature   of   the   default   with   reasonable particularity. If the default is of such a nature that it cannot be completely remedied within such twenty (20) day period, this provision shall be complied with if Sub-Tenant begins correction of the default within the twenty (20) day period and thereafter proceeds with reasonable diligence and in good faith to effect the remedy as soon as practicable. Sub-Landlord shall not be required to give more than one (1) notice for a similar default in any twelve (12) month period.

31.3

Insolvency

Insolvency of Sub-Tenant; an assignment by Sub-Tenant for the benefit of creditors; the filing by Sub-Tenant of a voluntary petition in bankruptcy; an adjudication that Sub-Tenant is bankrupt or the appointment of a receiver of the properties of Sub-Tenant; the filing of any involuntary petition of bankruptcy and failure of Sub-Tenant to secure a dismissal of the petition within  thirty  (30)  days  after  filing;  attachment  of  or  the  levying  of  execution  on  the  sub- leasehold interest and failure of Sub-Tenant to secure discharge of the attachment or release of the levy of execution within ten (10) days.  If Sub-Tenant consists of two or more individuals or business entities, the events of default specified in this Section shall apply to each individual unless within ten (10) days after an event of default occurs the remaining individuals produce evidence satisfactory to Sub-Landlord that they have unconditionally acquired the interest of the  one  causing  the  default.    If  the  Sublease  has  been assigned,  the  events  of  default  so specified shall apply only with respect to the one then exercising the rights of Sub-Tenant under the Sublease.

31.4

Breach of Related Agreements

A breach by Sub-Tenant under the terms of any of the Related Agreements shall be deemed to be a breach of this Sub-Lease.

32.

Remedies on Default

32.1

Termination

In the event of a default the Sublease may be terminated at the option of Sub-Landlord by notice in writing to Sub-Tenant.  Whether or not the Sublease is terminated by election of Sub-Landlord or otherwise, Sub-Landlord shall be entitled to recover damages from Sub-Tenant for the default.  If the Sublease is terminated, Sub-Tenant’s liability to Sub-Landlord for damages shall survive such termination and Sub-Landlord may reenter, take possession of the Premises, and remove any persons or property by legal action or by self help with the use of reasonable force and without liability for damages and without having accepted a surrender.

32.2

Reletting

Following reentry or abandonment, Sub-Landlord may relet the Premises and in that connection may make any suitable alterations or refurbish the Premises, or both, or change the character or use of the Premises, but Sub-Landlord shall not be required to relet for any use or purpose  other  than  that  specified  in  the  Sublease  or  which  Sub-Landlord  may  reasonably consider injurious to the Premises, or to any Sub-Tenant which Sub-Landlord may reasonably consider objectionable.   Sub-Landlord may relet all or part of the Premises, alone or in conjunction with other properties, for a term longer or shorter than the term of this Sublease, upon any reasonable terms and conditions, including the granting of some rent free occupancy or other rent concession.

32.3

Damages

In the event of termination on default, Sub-Landlord shall be entitled to recover immediately, without waiting until the due date of any future rent or until the date fixed for expiration of the Sublease Term, the following amounts as damages:

32.3.1  The loss of reasonable rental value from the date of default until a new Sub- Tenant has been, or with the exercise of reasonable efforts could have been secured up to and including the date of termination;

32.3.2   The reasonable costs of reentry and reletting including without limitation the cost  of  any  clean  up,  refurbishing,  removal  of  Sub-Tenant’s  property  and fixtures, or any other expense occasioned by Sub-Tenant’s failure to quit the Premises upon termination and to leave the Premises in the required condition, any remodeling costs, attorneys’ fees, court costs, broker commissions, and advertising costs;

32.3.3   The excess of the unpaid rent and Sub-Tenant’s other obligations from the date of termination to the date of award over the amount of rent the Sub-Tenant

proves the Sub-Landlord has or could have received with reasonable efforts by reletting the Premises;

32.3.4   Any excess of the value of the rent and all of Sub-Tenant’s other obligations under this Sublease over the reasonable expected return from the Premises for the period commencing on the date of award and continuing through the end of the  term.    The  present  value  of  future  amounts  will  be  computed  using  a discount rate equal to the prime loan rate of the United States National Bank of Oregon, or its successors, in effect on the date of trial; and

32.3.5  Any other amount necessary to compensate Sub-Landlord for all detriment proximately caused by Sub-Tenant’s default.

33.

Right to Sue More Than Once

Sub-Landlord may sue periodically to recover damages during the period corresponding to the remainder of the Sublease term, and no action for damages shall bar a later action for damages subsequently accruing.

34.

Remedies Cumulative

The foregoing remedies shall be in addition to and shall not preclude any other remedy available to Sub-Landlord.

35.

Absence of Sub-Landlord

In the event of the insolvency or dissolution of Sub-Landlord, Bell Northside agrees that Sub- Tenant may continue to occupy the Premises subject to the terms hereof, and all obligations of Sub- Landlord shall be honored by Bell Northside, provided that Sub-Tenant fulfills all obligations under this Sublease and makes all payments which would otherwise be due to Sub-Landlord to Bell Northside.

36.

Notices

All notices under this Sublease shall be in writing and delivered in person or sent by registered or certified mail to Sub-Landlord at the same place rental payments are made, and to Sub-Tenant at the Premises, or such addresses as may hereafter be designated by either party in writing.  Notices mailed as aforesaid shall be deemed given on the date of such mailing.

37.

Successors and Assigns

The covenants and conditions herein contained shall, subject to the provisions as to assignment, apply to and bind the heirs, successors, personal representatives, and assigns of all the parties hereto; and all of the parties hereto shall be jointly and severally liable hereunder.

38.

Attorneys’ Fees

In the event Sub-Landlord obtains the services of an attorney, accountant and/or broker to review any assignment, sublease, modification or other transaction relating to this Sublease proposed by Sub-Tenant, then Sub-Tenant shall reimburse Sub-Landlord for Sub-Landlord’s reasonable attorneys’

fees occasioned thereby.  In case any proceeding is instituted, including any bankruptcy or arbitration proceeding,  arising  directly  or  indirectly  out  of  this  agreement,  the  losing  party  shall  pay  to  the prevailing party its reasonable attorneys’ fees, together with all expenses, which may reasonably be incurred in taking such action, including, but not limited to, costs incurred in searching records, expert witness fees, anticipated post judgment collection services, and including any such fees and costs incurred in any appeal of any proceedings.  Such sums shall be in addition to all other sums provided by law.

39.        Covenant of Quiet Enjoyment

If the Sub-Tenant punctually and faithfully performs and observes all of the terms, covenants, provisions, and conditions contained in this Sublease on the part of the Sub-Tenant to be performed and observed, Sub-Landlord covenants that Sub-Tenant should have control and management, and quiet and peaceable possession, of Premises as Sub-Tenant during the term of this Sublease.

40.        Mortgage

This Sublease is subordinate to any mortgage now or hereafter placed on the Premises, and to any refinancing, renewals, modifications, consolidations, replacements thereof.  At Sub-Landlord’s request,  Sub-Tenant  shall  furnish  Sub-Landlord  current  and  past  balance  sheets  and  operating statements  in  the  form  requested  by  any  mortgage  lender  to  which  Sub-Landlord  applies  for construction  or  permanent  financing  concerning  the  Premises.   Sub-Tenant  agrees  to  execute  and deliver on demand any documents reasonably required by Sub-Landlord to evidence the subordination. If the Premises are sold as a result of foreclosure of any encumbrance thereon, Sub-Tenant shall attorn to the purchaser and recognize the purchaser as Sub-Landlord under this Sublease, and execute and deliver any documents reasonably required by any purchaser to evidence such attornment.

41.        Relation of Parties

Nothing contained in this Sublease shall be deemed or construed by the parties hereto or by any third person to create the relationship of principal and agent or partnership or joint venture of any association between Sub-Landlord and Sub-Tenant and no provision contained in this Sublease or any acts of the parties hereto shall be deemed to create any relationship between Sub-Landlord and Sub- Tenant other than the relationship of Sub-Landlord and Sub-Tenant.

42.        Acceptance of Premises “As Is”

Except as provided to the contrary in this Section, Sub-Tenant accepts the Premises in their present  condition,  “AS  IS,”  including  latent  defects,  without  any  representations  or  warranties, expressed or implied, unless they are in writing signed by Sub-Landlord.  Sub-Tenant acknowledges that Sub-Tenant has ascertained, from sources other than Sub-Landlord, the applicable zoning, building, housing and other regulations, ordinances and laws, and the Sub-Tenant accepts the Premises with full awareness of these ordinances and laws as they may affect the present or future use of the Premises, and Sub-Landlord makes no representations with respect thereto.  Notwithstanding the foregoing, Sub- Landlord shall provide the following to Sub-Tenant within the first 45 days of the Term:

42.1

Sub-Landlord shall reimburse Sub-Tenant for the actual cost of paint and painting up to a maximum reimbursement of One Thousand Dollars ($1,000);

42.2      Sub-Landlord shall replace the two doors on the pitting room / new water room, and the shop door at Sub-Landlord’s expense;

42.3     Sub-Landlord shall have the fans in the pitting room repaired or replaced, at Sub- Landlord’s expense; and

42.4      Sub-Landlord shall, at its sole expense, repair the recent wind-damage done to the roof over the pitting room, and replace the back fiberglass walls of the Washington Building that were damaged.

43.

Right of First Offer

If at any time during the Initial Term or any renewal terms Bell Northside intends to sell or transfer its interest in the Property, then Bell Northside shall first give notice (the “Notice”) of such intention to Sub-Tenant. The Notice shall state the proposed price, terms and conditions on which the Property will be offered for sale. Upon receipt of Notice, Sub-Tenant shall have the preferential right to purchase the Property at the price and on the terms and conditions specified in the Notice (the “Right of First Offer”). Sub-Tenant shall have thirty (30) days from receipt of the Notice to exercise the Right of First  Offer  (the  “Exercise  Period”)  by  providing  written  notice  to  Bell  Northside  of  its  decision  to purchase the Property upon the terms set forth in the Notice.

43.1

Election to Purchase

In the event that Sub-Tenant exercises the Right of First Offer by electing to purchase the Property, closing shall occur within one hundred twenty (120) days of the date that Sub- Tenant notifies Bell Northside of its intent to exercise the Right of First Offer.

43.2

Failure to Exercise

In the event that Sub-Tenant fails to exercise the Right of First Offer during the Exercise Period, then Bell Northside shall be entitled to sell the Property to a third party, provided that the sale price shall be no less than ninety percent (90%) of the price stated in the Notice. If Bell Northside fails to sell the Property within six (6) months of the expiration of the Exercise Period, then Sub-Tenant’s Right of First Offer shall renew and Bell Northside must resubmit Notice to Sub-Tenant and Sub-Tenant shall once again have a Right of First Offer.

44.

Miscellaneous

44.1

Governing Law

This Sublease shall be governed by the laws of the state of Oregon.   Jurisdiction and venue shall be in the county where the Premises are located.

44.2

Integration and Modification

This Sublease contains the entire agreement between the parties and any executory agreement hereafter made shall be ineffective to change, modify or discharge it in whole or in part unless such executory agreement is in writing and signed by the party against whom enforcement of the change, modification or discharge is sought.   This Sublease cannot be changed orally or terminated orally.

44.3

Headings

The headings and titles in this Sublease are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Sublease, nor in any way affect this Sublease.

44.4

Interpretation

All nouns and pronouns and any variations thereof shall be deemed to refer to the masculine, feminine neuter, singular or plural as the identity of the person or persons, firm or firms, corporation or corporations, entity or entities or any other thing or things may require.

44.5

Sub-Landlord Consent

Any provision requiring Sub-Landlord consent shall be interpreted to allow Sub-Landlord to withhold consent in its sole discretion.

44.6

Counterparts, Facsimile and Electronic Signatures

This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Facsimile or email transmission of any signed original document, and retransmission or email of any signed facsimile or email transmission, shall be the same as delivery of an original. The parties agree that this transaction may be conducted and closed by electronic means in accordance with the provisions of the Uniform Electronic Transactions Act (“UETA”) as codified in ORS Chapter 84. At the request of either party, the parties shall confirm facsimile or email transmitted signatures or electronic signatures by signing an original document and providing the signed original to the requesting party.

44.7

Severability

If any term or provision of this Sublease shall to any extent be held invalid or unenforceable,  the  remaining  terms  and  provisions  of  this  Sublease  shall  not  be  affected thereby, but each term and provision shall be valid and be enforced to the fullest extent permitted by law.

44.8

Estoppel Letter

Each party agrees that any time, and from time to time, upon not less than ten (10) days prior written request from the other party, to execute, acknowledge and deliver to the other party a statement in writing, certifying that this Sublease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified, and stating the modifications), the dates to which the rent, taxes and assessments, if any, have been paid, the amount of any additional rent held by Sub-Landlord, and whether the Sublease is then in default or whether any events have occurred which, with the giving of notice or the passage of time, or both, could constitute a default hereunder, it being intended that any such statement delivered pursuant to this Section may be relied upon by any prospective assignee, mortgagee or purchaser of the fee interest in the Premises or of this Sublease.  Failure to deliver the  certificate  within  the  specified  time  shall  be  conclusive  upon  the  party  of  whom  the

certificate was requested that the Sublease is in full force and effect and has not been modified except as may be represented by the party requesting the certificate.

44.9

Recordation

This Sublease or a memorandum thereof shall not be recorded without the written consent of Sub-Landlord.

44.10

Brokers

Sub-Tenant represents that it did not deal with any broker in connection with this Sublease, and hereby indemnifies Sub-Landlord against the claims or demands of any broker claimed through a relationship with Sub-Tenant.

44.11

Time of Essence

Time is of the essence of the performance of each of Sub-Tenant’s obligations under this

Sublease.

44.12

Rule of Construction

Any rule of construction interpreting this instrument against it drafter shall be inapplicable.

44.13

Employment of Attorneys

The law firm of Saalfeld Griggs PC of Salem, Oregon has been employed by the Sub- Landlord to prepare the documents in conjunction with this Sublease, and such attorneys represent only the Sub-Landlord in this matter. Sub-Tenant is hereby encouraged to seek and obtain legal counsel prior to signing this Sublease.

[Signature Page to Follow]

written.

IN  WITNESS WHEREOF, the parties have executed this agreement the day and year first above

SUB-LANDLORD:

SUB-TENANT:

Bell Foods International, Inc.

Alkame Holdings, Inc.

By:

By: Robert K. Eakle

Craig C. Bell, President

Robert K. Eakle, CEO

BELL NORTHSIDE:

Bell Northside, LLC

By:

 Craig C. Bell, Manager

EXHIBIT A

PROPERTY DEPICTION

Bell Foods Processing Plant

Campus Orawlng

(not to perled =!e)

Square foot  SquareFeel

1.850

West Bldgs wash

East Bl<lgs

Mld eBiags

Shops

Offices

()rnruiTotal

16.750

•:;.603

5,376

5,520

5.179

76.628

21.930

18.770

120'

G.OOO

120'

10.080

120'

Water Prooessmo Room

100'

7.836

Av Uablc Spac:a:

East Buildings

32,553

sJlared space

5.376

warehousing availab!e 011 requ t

office space avru!ab:e en request

120'

6.000

120'

MaintOffu

S down Shop up Co•erca par1<sng

369

1,160

1.i60

2.8-'0

-s:520

3.000

12· overhang

1,971

--  ---- --T.r- 29·-,     20x18

C......... P"to.no

--

6 1------ J

<0'

1 ,776 <8'

1.200 40'

1 5

5.000

OC-G l oem

2ea 3000g

BrineMixiig Tanks

1.800 so·

100' 6.250

propane tank

600  20'

"L.'l

1998

30'

6uild1ngTotal

<3.S03

COMMERCIAL SUBLEA(BELL FooDs ltvrEIINATIONAt.,  INc./ BELL NoRTHSIDE, LLC/ ALKAME HoLDINGS, INc.)

276<10 (DCA/EJT:wmh/ahg)