Exhibit
10.1


FIRST AMENDMENT TO LEASE


(Expansion
of Premises)


This First
Amendment to Lease (“Amendment”) is
made and entered into as of the 24th day of May, 2007 by and between FPOC, LLC, a
California limited liability company (“Landlord” or “Lessor”), and PowerLight Corporation, a California
corporation (“Tenant” or “Lessee”).


R
E  C  I  T  A  L  S


A.            Landlord and Tenant
entered into that certain Standard Multi-Tenant Industrial Lease – Net dated as
of December 15, 2006 (together with the Addendum thereto, the “Lease”) pursuant to which Tenant leases certain premises
containing approximately 110,522 square feet (the “Existing
Premises”) in that certain commercial building known as Ford Point
(the “Building”) and located at 1414 Harbour
Way South, Richmond, California.


B.            Tenant has exercised
its Right to Expand as to Expansion Space A pursuant to Paragraph 69 of the
Lease.  Tenant has also offered to lease
an additional approximately 12,000 square feet contiguous to Expansion Space A.


C.            Landlord and Tenant
presently desire to amend the Lease to provide for the expansion of the
Existing Premises, as more fully set forth below.


A  G  R  E  E
M  E  N  T


NOW,
THEREFORE, in consideration of the foregoing Recitals and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:


1.             Defined Terms.  All capitalized terms not defined herein
shall have the same respective meanings as are given such terms in the Lease
unless expressly provided otherwise in this Amendment.


2.             Addition
of Expansion Premises.  The
increment of space consisting of approximately 65,280 square feet and labeled “Expansion Premises” on the attached Exhibit A-1 is
hereby added to the Existing Premises and shall be delivered to Tenant upon
Substantial Completion of the Expansion Premises Improvements (as defined
below).  The parties acknowledge that the
Expansion Premises consists of two elements: 
(i) portion “A” consisting of 53,280 square feet as shown on the
attached Exhibit A-1, and (ii) portion “B” consisting of 12,000 square
feet as shown on Exhibit A-1.  Landlord
and Tenant agree that for the purposes of the Lease and this Amendment, the
Expansion Premises shall be deemed to contain approximately 65,280 square feet
of space, subject to the provisions of Paragraph 72 of the Lease.  As of the date hereof, the Lease shall be
modified to provide that the “Premises” consists of approximately 175,802
square feet (the combined Existing Premises and Expansion Premises shall
hereinafter be referred to as the “Premises”).



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3.             Improvements
within Expansion Premises.


(a)           The parties acknowledge
that the Expansion Premises has already been improved with two industrial
offices with ventilation and electric heaters. 
Landlord shall improve the Expansion Premises pursuant to the Approved
Expansion Working Drawings as defined below (the “Expansion
Premises Improvements”).  In
performing such work, Landlord shall pay for (i) the installation of Reznor heaters
and ventilation within the Expansion Premises similar to that installed in the
Title 9 space in the Building, (ii) demolishing and relocating the bathrooms
and demising wall within the Expansion Premises, (iii) the relocation of
seismic cabling bracing within the Expansion Premises as reasonably required to
maintain the seismic  stability of the
Building up to a maximum cost of $25,000.00, (iv) the work shown on the
attached Exhibit A-2 (the “Expansion Plans”),
excluding item #6 (floor excavation for dock), (v) the installation of T5HO
lighting fixtures up to a maximum cost of $150 per lighting fixture plus $50
for the installation cost per lighting fixture (with an estimated 130 such
lighting fixtures to be installed in the Expansion Premises), and (vi) all
Standard Base Building Costs as described in Exhibit B-1 of the Lease
with respect to the Expansion Premises. 
Tenant shall pay for: (x) all costs in excess of the costs described in
clauses (iii) and (v) above, and (y) all modifications and upgrades to the Base
Building Standards within the Expansion Premises with a credit for any cost
saved by Landlord from the amounts Landlord would have incurred for Standard
Base Building Costs, all as more specifically described in the Work Letter
attached to the Lease.


(b)           Landlord shall
construct the Expansion Premises Improvements pursuant to the provisions of the
Work Letter attached to the Lease as Exhibit B except that the schedule
for development of the construction drawings shall be as follows:  Within thirty (30) days following the date of
this Amendment, Landlord shall cause to be prepared working drawings (“Expansion Working Drawings”) for the Expansion Premises
Improvements pursuant to the Expansion Plans and deliver the same to Tenant for
its review and approval (which approval shall not be unreasonably withheld,
delayed or conditioned).  Tenant shall
notify Landlord whether it approves of the submitted Expansion Working Drawings
within ten (10) days after the Landlord’s submission thereof.  If Tenant disapproves of such Expansion
Working Drawings, then Tenant shall notify Landlord thereof specifying in
reasonable detail the reasons for such disapproval, in which case Landlord
shall, within five (5) business days after such notice, revise such Expansion
Working Drawings in accordance with Lessee’s reasonable objections and submit
the revised Expansion Working Drawings to Tenant for its review and
approval.  Tenant shall notify Landlord
in writing whether it approves of the resubmitted Expansion Working Drawings
within five (5) business days after its receipt thereof.  This process shall be repeated until the
Expansion Working Drawings have been finally approved by Landlord and Tenant.


(c)           As used herein, “Approved Expansion Working Drawings” shall mean the final Expansion
Working Drawings approved by Landlord and Tenant, as amended from time to time
by any approved changes thereto. 
Landlord shall provide a final copy of the Approved Expansion Working
Drawings to Tenant no later than the date which is twenty (20) days following
the approval of the Approved Expansion Working Drawings by Landlord and
Tenant.  Tenant shall make no changes or
modifications to the Approved Expansion Working Drawings without the prior written
consent of Landlord.  Landlord shall hire
an established general contractor who shall put subcontractors through a
competitive bid process reviewed by Tenant’s 



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project manager
and such hiring process shall include the general contractor’s ability to meet
Tenant’s reasonable timing and budget requirements.  The Expansion Premises Improvements shall be
performed in compliance with all Applicable Requirements.  Promptly following finalization of the
Approved Expansion Working Drawings, Landlord shall commence and diligently
prosecute to completion the Expansion Premises Improvements.  Landlord shall notify Tenant upon Substantial
Completion of the Expansion Premises Improvements.


(d)           The commencement date
of the Lease for the Expansion Premises shall be September 15, 2007 (the “Expansion Commencement Date”), regardless of whether the
Expansion Premises Improvements have been Substantially Completed by such date.


4.             Base Rent.  To reflect the addition of the Expansion
Premises to the Lease and notwithstanding anything in the Lease to the contrary,
effective as of the Expansion Commencement Date, and continuing thereafter
through the remainder of the Term, Tenant shall pay to Landlord Base Rent in
advance on or before the first day of each calendar month, for the Expansion
Premises, as follows:


	
  Period:

  	
   

  	
  Base Rent Per Month:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  09/15/07 –
  09/30/08

  	
   

  	
  $

  	
  37,209.60

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/01/08 –
  09/30/09

  	
   

  	
  $

  	
  38,325.89

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/01/09 –
  09/30/10

  	
   

  	
  $

  	
  39,475.67

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/01/10 –
  09/30/11

  	
   

  	
  $

  	
  40,659.94

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/01/11 –
  09/30/12

  	
   

  	
  $

  	
  41,879.74

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/01/12 –
  09/30/13

  	
   

  	
  $

  	
  43,136.13

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/01/13 –
  09/30/14

  	
   

  	
  $

  	
  44,430.21

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/01/14 –
  09/30/15

  	
   

  	
  $

  	
  45,763.12

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/01/15 –
  09/30/16

  	
   

  	
  $

  	
  47,136.01

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/01/16 –
  09/30/17

  	
   

  	
  $

  	
  48,550.09

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  10/01/17 – 09/30/18

  	
   

  	
  $

  	
  50,006.59

  	
   

  



 


The
initial Base Rent rate is based on $0.57 per square foot of the Expansion
Premises and is subject to three percent (3%) annual increases thereafter.  Concurrently with Tenant’s execution of this
Amendment, Tenant shall deliver to Landlord Base Rent in the amount of $37,209.60
to be credited toward Base Rent due for the first full month following the
Expansion Commencement Date.  The
schedule of rent herein shall be subject to adjustment as provided in the Lease
for the Existing Premises.


5.             Modification
of Tenant’s Share.  To
reflect the addition of the Expansion Premises to the Lease, effective as of
the Expansion Commencement Date, Lessee’s Share shall be 12.63% with respect to
the Expansion Premises.  Tenant’s initial
monthly payment for Common Area Operating Expenses with respect to the
Expansion Premises is $8,486.23. 
Concurrently with Tenant’s execution of this Amendment, Tenant shall pay
to Landlord the 



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amount of
$8,486.23 representing the monthly installment of Common Area Operating
Expenses due with respect to the Expansion Premises for the first month.


6.             Parking.  To reflect the addition of the Expansion
Premises to the Lease, effective as of the Expansion Commencement Date, Tenant
shall be entitled to an additional thirty-three (33) unreserved parking spaces.


7.             Modifications
to Lease.  As of the date
hereof, the following provisions of the Lease are hereby modified as follows:


(a)           Paragraph
69 (Option to Expand) of the Lease shall be modified by deleting the phrase “January
15, 2007” and substituting the phrase “February 9, 2007” therefore.


(b)           Rule
#20 set forth in the Rules and Regulations attached to the Lease as Exhibit
C is hereby modified by deleting the text of same and substituting the
following language therefore:  “No
animals shall be kept in or about the Premises or permitted therein; provided,
however, that subject to compliance with the Applicable Requirements, Lessee
shall be permitted to have one (1) well-trained companion dog on the Premises
at any one time.  Such dog is to be quiet
and shall not constitute a nuisance to other tenants, occupants or visitors to
the Project.  Lessee shall be responsible
for properly and promptly disposing of all waste from such dog.  If the permitted dog causes a nuisance or
injury to anyone, then Lessor shall have the right to ban such dog from the Premises
forthwith and Lessee shall be solely responsible for all damages resulting from
such nuisance or injury.”


8.             Real
Estate Brokers.  Tenant
and Landlord warrant that they have had no dealings with any broker or agent in
connection with this Amendment, other than BT Commercial (Landlord’s broker)
and CM Realty (Tenant’s broker). 
Landlord shall pay a commission to Landlord’s broker pursuant to a
separate written agreement.  Landlord
covenants to pay, hold harmless and indemnify Tenant from and against any and
all cost, expense or liability for an compensation, commissions or charges
claimed by any other broker or agent utilized by Landlord with respect to this
Amendment or the negotiation hereof. 
Tenant covenants to pay, hold harmless and indemnify Landlord from and
against any and all cost, expense or liability for an compensation, commissions
or charges claimed by any other broker or agent utilized by Tenant with respect
to this Amendment or the negotiation hereof.


9.             Authority.  Tenant and each person executing this
Agreement on behalf of Tenant hereby covenants and warrants that (a) Tenant is
duly organized and validly existing under the laws of the State of California,
(b) Tenant has full power and authority to enter into this Amendment and to
perform all Tenant’s obligations under the Lease, as amended by this Amendment,
and (c) each person (and all of the persons if more than one signs) signing
this Amendment on behalf of Tenant is duly and validly authorized to do so.


10.           No Offer.  Submission of this instrument for examination
and signature by Tenant does not constitute an offer to lease or a reservation
of or option for lease, and this 



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instrument is not
effective as a lease amendment of otherwise until executed and delivered by
both Landlord and Tenant.


11.           Exhibits.  Exhibit A-1 and Exhibit A-2
attached hereto shall be incorporated into the Lease, as amended hereby.


12.           Lease in
Full Force and Effect. 
This Amendment contains the entire understanding between the parties
with respect to the matters contained herein. 
Tenant hereby affirms to its knowledge that on the date hereof no breach
or default by either party has occurred and that the Lease, and all of its
terms, conditions, covenants, agreements and provisions, except as hereby
modified, are in full force and effect with no defenses or offsets
thereto.  No representations, warranties,
covenants or agreements have been made concerning or affecting the subject
matter of this Amendment, except as are contained herein and in the Lease.  This Amendment may not be changed orally, but
only by an agreement in writing signed by the party against whom enforcement of
any waiver, change or modification or discharge is sought.


IN
WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the
date first set forth above.


	
  LANDLORD:

  	
  TENANT:

  
	
   

  	
   

  
	
  FPOC, LLC,

  	
  PowerLight Corporation,

  
	
  a California
  limited liability company

  	
  a California corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Dinwoodie

  	
   

  
	
  By:

  	
  FP Management,
  LLC, a California

  	
  Name:

  	
  Thomas Dinwoodie

  	
   

  
	
   

  	
  Limited
  liability company, its Manager

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J.R. Orton,
  III

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  J.R. Orton, III,
  Manager

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
							



 



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Exhibit
A-1


Outline of
Expansion Premises


[see attached]











 














Exhibit
A-2


Expansion Plans
for Expansion Premises Improvements


[see attached]