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NEGOTIATING KEY LEASE PROVISIONS A Landlord's Point of View - page 39 / 60

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FORM 14

"Operating Expenses" as used herein shall mean all costs, expenses and other charges incurred by Landlord in connection with the ownership, operation and maintenance of the Property and the Building as a first class mixed use retail/office building complex in the Central Business District of Seattle, Washington, including but not limited to:

(i)

Wages, salaries and fringe benefits of all employees and contractors engaged in the

operation and maintenance of the Property and/or the Building; employer's Social Security taxes, unemployment taxes or insurance, and any other taxes which may be levied against Landlord on those wages and salaries; and the cost to Landlord of disability and hospitalization insurance and

pension or retirement benefits for these employees;

(ii)

All supplies and materials used in the operation and maintenance of the Property and/or

the Building;

(iii)

Cost of water and power, and cost of heating, lighting, air conditioning and ventilating

the Building, the Common Areas and the Premises, which costs shall be based on either Tenant's

Proportionate Share or separately allocated to the Premises, at Landlord's option, based upon either direct usage, if separately metered, or an appropriate allocation among all tenants consuming those services as measured from the meter monitoring this usage;

(iv)

The electrical costs incurred in the operation of the "chiller" for the Building, which shall

be allocated monthly among the Building tenants based upon relative use of electricity. The "chiller" shall be maintained upon a separate electrical meter which will measure the "chillers" electrical usage. There shall be allocated to Tenant a pro rata share of the "chiller" electrical cost

which shall be equal to a fraction, the numerator of which is Tenant's electrical usage for the Premises and the denominator of which is the entire metered electrical usage for the Building (excluding the "chiller" electrical usage), on a monthly basis;

(v)

Cost of maintenance, depreciation and replacement of machinery, tools and equipment

(if owned by Landlord) and for rental paid for such machinery, tools and equipment (if rented) used in connection with the operation or maintenance of the Building;

(vi)

All premiums and deductibles on policies of compensation, public liability, property

damage, automobile, garage keepers, rental loss and any other policies of insurance maintained by Landlord with respect to the Property, Building or any insurable interest therein. Cost of casualty and liability insurance applicable to the Property and/or the Building, the improvements

therein, and Landlord's personal property used in connection therewith;

(vii)

Cost of janitorial services, repairs and general maintenance;

99999\11111\215691.V01 JDC

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