**THE
      HAMM’S BUILDING**





**OFFICE
      LEASE**





**1550
      BRYANT STREET**


**SAN
      FRANCISCO, CALIFORNIA**







**AE-HAMM’S
      PROPERTY OWNER LLC**


**—Landlord—**





**JAVA
      DETOUR, INC.**


**—Tenant—**





This
      Lease (“Lease”) is entered into between AE-HAMM’S PROPERTY OWNER LLC, a Delaware
      limited liability company (“Landlord”), and JAVA DETOUR, INC., a Delaware
      corporation (“Tenant”).




**Recitals**




A.  Landlord
      is the owner of real property (“Real Property”) located at 1550 Bryant Street,
      San Francisco, California, and the building (“Building”) located on it. The Real
      Property and the Building are collectively the “Property.”




B.  Landlord
      desires to lease to Tenant, and Tenant desires to lease from Landlord the
      Premises (as defined below) for the Term (as defined below) and subject to
      the
      terms, covenants, agreements, and conditions in this Lease.




For
      good
      and valuable consideration the receipt and adequacy of which are acknowledged,
      the parties agree as follows:




**Basic
      Lease Information**




Date:
            As
                of August 16, 2007Landlord:
            AE-HAMM’S
                PROPERTY OWNER, L.L.C., a Delaware limited liability companyTenant:
            JAVA
                DETOUR, INC., a Delaware corporationPremises:
            That
                portion of the 5th floor designated onExhibit
                Aand known as Suite 500.Rentable
                Area of Premises:
            2,829
                rentable square feetCommencement
                Date:
            September
                1, 2007.Termination
                Date:
            February
                29, 2012





Base
                Rent
            
            Months
            
            Monthly
            
            Annual1-6
            
            $
            -0-
            
            $
            -0-7-18
            
            $
            9,253.19
            
            $
            111,038.2519-30
            
            $
            9,488.94
            
            $
            113,867.2531-42
            
            $
            9,724.69
            
            $
            116,696.2543-54
            
            $
            9,960.44
            
            $
            119,525.25





Upon
                Lease execution, Tenant shall pay the seventh month’s rent in the amount
                of $9,253.19 to Landlord.


1





Base
                Year:
            Calendar
                Year 2007Security
                Deposit:
            Upon
                Lease execution, Tenant shall pay the Security Deposit in the amount
                of
                $8,015.50 to Landlord.Tenant’s
                Percentage Share
              Of
                Operating Expenses
              Escalations
                and Tenant’s
              Percentage
                Share of
              Property
                Tax Escalations:
            1.55%Parking
                Spaces:
            1
                parking space at prevailing ratesExhibits:
            Exhibit
                ADescription
                of Premises
              Exhibit
                BWork
                Letter
              Exhibit
                COmitted
              Exhibit
                DRules
                and RegulationsTenant’s
                Address for Notice:
            1550
                Bryant Street, Suite 500
              San
                Francisco, California 94103Landlord’s
                Address for Notice:
            AE-Hamm’s
                Property Owner LLC
              307
                East 53rd Street, Suite 500
              New
                York, NY 10022
              Attention:
                Jason Terp
              
              With
                a copy to:
              
              Kevin
                H. Rose
              Reuben
                & Junius, LLP
              One
                Bush Street, Suite 600
              San
                Francisco, California 94104
              Cornish
                & Carey CommercialTenant’s
                Broker:
              
              Landlord’s
                Broker:
            Grubb
                & Ellis Company




2


**Section
      1.**  **Definitions.**




As
      used
      in this Lease, the following terms shall have the meanings specified in this
      Section 1.




**Alterations** is
      defined in Section 8.




**Base
      Operating Expenses** means
      the
      Operating Expenses paid or incurred by Landlord in the Base Year.




**Base
      Property Taxes** means
      the
      amount of Property Taxes for the tax year ending June 30 of the Base
      Year.




**Base
      Rent** means
      the
      Base Rent as set forth in the Basic Lease Information.




**Base
      Year** means
      the
      calendar year specified in the Basic Lease Information as the Base
      Year.




**Building** means
      the
      building constructed on the Real Property known as 1550 Bryant Street, San
      Francisco, California, commonly known as the Hamm’s Building, any property
      interest in the area of The Hamm’s Building and all other improvements on or
      appurtenances to the Real Property or the streets abutting the Real Property.
      The Building includes, but is not limited to, an office building with twelve
      (12) floors of office space and an open-air parking lot located as shown on
      the
      attached site plan.




**Common
      Area** means
      the
      total area on a floor consisting of rest rooms, janitor, telephone and
      electrical closets, mechanical areas, public corridors providing access to
      tenant space, public stairs, elevator shafts and pipe shafts, together with
      their enclosing walls.




**Deposit** is
      defined in Section 23.




**Escalation
      Rent** is
      defined in Section 4(a).




**Event
      of Default** is
      defined in Section 18.




**Landlord’s
      Work** is
      defined in Exhibit
      B .




**Legal
      Requirements** is
      defined in Section 14.




**Tenant’s
      Percentage Share** means
      the
      percentage figure specified as Tenant’s Percentage Share in the Basic Lease
      Information. Tenant’s Percentage Share has been obtained by dividing the net
      rentable area of the Premises, as specified in the Basic Lease Information,
      by
      the total net rentable area of the Building, which is 182,352 square feet,
      and
      multiplying that quotient by one hundred (100). In the event the rentable area
      of the Premises is increased or decreased by the addition to or deletion from
      the Premises of any office space, Tenant’s percentage share shall be
      appropriately adjusted. For the purposes of Section 4, Tenant’s Percentage Share
      shall be based on the number of days during the calendar year in which this
      change occurs.


3


**Operating
      Expenses** means
      (a)
      all reasonable costs of management, operation and maintenance of the Building
      determined by generally accepted accounting principles, including without
      limitation: wages, salaries and payroll burden of employees directly involved
      in
      the operation and/or maintenance of the Building, excluding employees above
      the
      rank of Building Manager, property management fees and other related
      compensation; janitorial, maintenance, security and other services; Building
      office rent or rental value for a building office as small as reasonably
      practical to operate the building; power, water, waste disposal and other
      utilities; materials and supplies; maintenance and repairs (including the repair
      and replacement of glass and return to normal and the roof covering or
      membrane); permit and license costs; insurance premiums and the deductible
      portion of any insured loss under Landlord’s insurance; accounting, legal or
      other professional fees of independent service providers who are not employees
      of Landlord incurred in connection with operating the Building and the
      calculation of Operating Expenses and Property Taxes; and (b) the cost of any
      capital improvements made to the Building by Landlord after the Base Year,
      the
      cost to be amortized over the useful life of the capital improvements, together
      with interest on the unamortized balance at the rate equal to that paid by
      Landlord on funds borrowed for the purpose of constructing or installing those
      capital improvements. Operating expenses shall not include: property taxes;
      depreciation on the Building; costs of tenant improvements or leasing expenses
      for other tenants in the building; real estate brokers’ commissions; interest;
      expenses incurred by Landlord in enforcing leases of other tenants in the
      Building, and capital items other than those referred to in clause (b); expenses
      for which Landlord is actually reimbursed including principal, interest,
      amortization or other payments on any mortgages or loans to Landlord or
      encumbering the Building or the Real Property, and any refinancings thereof;
      costs payable only by specific tenants for non-standard services; attorneys’
fees, costs, disbursements and other expenses incurred in connection with the
      negotiations or disputes with tenants, prospective tenants, purchasers or
      mortgagees of the Building; costs incurred in connection with the sale,
      financing, refinancing, mortgaging, selling or change of ownership of the
      Building or the Real Property; and costs of Landlord’s general corporate
      overhead, organizational fees and partnership expenses. Actual Operating
      Expenses for both the Base Year and each subsequent calendar year will be
      adjusted to equal Landlord’s reasonable estimate of Operating Expenses had
      ninety-five (95) percent of the Building been occupied during the entirety
      of
      such year.




**Premises** means
      the
      portion of the Building located on the floor or floors specified in the Basic
      Lease Information which is cross-hatched on the Floor plan or plans attached
      to
      this Lease as Exhibit
      A .




**Property
      Taxes** means
      all
      real property taxes and general, special or district assessments or other
      governmental impositions, of whatever kind, imposed on or by reason of the
      ownership or use of the Property; governmental charges, fees or assessments
      for
      police, fire or other governmental services; service payments in lieu of taxes
      and taxes and assessments of every kind levied in addition to, in lieu of or
      in
      substitution for existing or additional real or personal property taxes on
      the
      Property; and all reasonable real estate tax consultant expenses and attorney
      fees of consultants and attorneys who are not employees of Landlord incurred
      for
      the purpose of maintaining an equitable assessed valuation of the Building
      or
      contesting the validity of any taxes, assessments or charges described above.
      There shall be excluded from the definition of Property Taxes all income taxes,
      inheritance, franchise, corporate, capital or other tax assessments upon
      Landlord.


4


**Rentable
      Area** means
      the
      rentable area of the Premises specified on the Basic Lease Information. If
      any
      office space is added to or deleted from the Premises, the rentable area of
      the
      space added or deleted shall mean: (a) as to an entire floor added to or deleted
      from the Premises, all areas within outside permanent Building walls, measured
      to the inside glass surface of outside permanent Building walls, including
      rest
      rooms; janitor, telephone, and electrical closets; allocated mechanical areas
      and columns and projections necessary to the Building, but excluding public
      stairs, elevator shafts, and pipe shafts, together with their enclosing walls;
      (b) as to a portion of a floor added to or deleted from the Premises, the
      aggregate of the usable area of the portion of the floor added to or deleted
      from the Premises, plus the result obtained by multiplying the area of the
      Common Area on this floor by a fraction, the numerator of which is the aggregate
      of the usable area of the portion of the floor added to or deleted from the
      Premises and the denominator of which is the usable area of all tenant space
      on
      the floor.




**Tenant
      Delay** means
      any
      delay in the substantial completion of the work described in Exhibit B which
      occurs as a result of (i) special work, changes, alterations or additions
      requested by Tenant in the design or finish in any part of the Premises after
      approval of the Design Documents; as described in the Workletter);
      (ii) Tenant’s delay in submitting plans, supplying information, approving
      plans, specifications or estimates, giving authorizations or otherwise;
      (iii) Tenant’s failure to approve and pay for such Tenant Work as Landlord
      undertakes to complete at Tenant’s expense; or (iv) the failure to perform
      or comply with any obligation or condition of Exhibit B.




**Term** is
      defined in Section 3 of this Lease.




**Section
      2.**  **Premises.**




(a)  Landlord
      leases to Tenant and Tenant leases from Landlord for the Term, the Premises,
      subject to the terms, covenants, agreements, and conditions set forth in this
      Lease.




(b)  During
      the Term of this Lease, Tenant shall have the right to use the number of Parking
      Spaces set forth in the Basic Lease Information at the prevailing rate for
      such
      spaces as determined by Landlord from time to time in its sole discretion.
      Landlord may change the rental rate charged from time-to-time upon not less
      than
      thirty (30) days’ notice to Tenant. The right to use the Parking Spaces under
      this Lease shall terminate upon the occurrence of an Event of Default under
      the
      Lease or upon thirty (30) day’s notice from Landlord to Tenant if Landlord
      ceases or reduces parking operations. Tenant agrees that the Landlord shall
      not
      be responsible in any way for any loss, damage, theft or other damages arising
      out of the use of Landlord’s parking facilities. The use of the parking spaces
      shall be subject to such rules and regulations as Landlord may establish from
      time to time.




**Section
      3.**  **Term;
      Condition of Premises.**




(a)  The
      term
      (“Term”) of this Lease shall commence on the Commencement Date and, unless
      sooner terminated as later provided, shall end on the Termination
      Date.




(b)  Except
      for the Landlord’s Work described in the Work Letter attached to this Lease as Exhibit
      B which
      Landlord shall complete at Landlord’s sole cost and expense, Landlord shall
      deliver to Tenant the Premises on the Commencement Date “as is”, in its then
      existing condition. Tenant is responsible for the installation and maintenance
      of all cabling serving the Premises.


5


(c)  If
      Landlord does not deliver the Premises to Tenant on or before the Commencement
      Date for any reason other than as a result of a Tenant Delay, this Lease shall
      not be void or voidable, nor shall Landlord be liable to Tenant for any loss
      or
      damage resulting from nondelivery but Tenant shall not be required to pay Base
      Rent until the Premises have been delivered to Tenant. If Landlord does not
      deliver the Premises to Tenant within sixty (60) days after the
      Commencement Date, then Tenant, as its sole remedy, shall have the right to
      terminate this Lease by written notice to Landlord, given with seventy (70)
      days after the Commencement Date. Tenant shall have no right to terminate this
      Lease if the delay in delivery of the Premises is caused by Tenant
      Delay.




**Section
      4.**  **Rental.**




(a)  Tenant
      shall pay to Landlord throughout the Term as rental for the Premises the Base
      Rent. In addition to the Base Rent, for each calendar year subsequent to the
      Base Year the Base Rent shall be increased by (i) Tenant’s Percentage Share of
      the total dollar increase, if any, in Operating Expenses paid or incurred by
      Landlord in that year over the Base Year Operating Expenses and (ii) Tenant’s
      Percentage Share of the total dollar increase, if any, in Property Taxes paid
      or
      incurred by Landlord in that year over the Base Year Property Taxes. The
      increased rental due pursuant to this Section 4(a) is the Escalation
      Rent.




(b)  Monthly
      Rental shall be paid to Landlord, in advance, on or before the first day of
      the
      eighth month of this Lease and on or before the first day of each successive
      calendar month during the Term of this Lease. In the event the Term of this
      Lease commences on a day other than the first day of a calendar month or ends
      on
      a day other than the last day of a calendar month, the monthly rental for the
      first and last fractional months of the Term of this Lease shall be
      appropriately prorated.




(c)  All
      sums
      of money due to Landlord under this Lease, not specifically characterized as
      rental, shall constitute additional rent and shall be due within thirty (30)
      days after receipt by Tenant of a billing. If any sum is not paid when due,
      it
      shall be collectible as additional rent with the next installment of rental
      falling due.




(d)  Tenant
      acknowledges that late payment of rent and other sums due under this Lease
      after
      the expiration of any applicable cure period under Section 18(a) will cause
      Landlord to incur costs not contemplated by this Lease, the exact amount of
      which will be difficult to ascertain. These costs include, but are not limited
      to, processing and accounting charges and late charges which may be imposed
      on
      Landlord by the terms of any trust deed covering the Premises. Accordingly,
      if
      any installment of rent or any other sums due from Tenant are not received
      within five (5) business days of its due date, or if a cure period is applicable
      under Section 18(a), prior to the expiration of the cure period, Tenant shall
      pay to Landlord a late charge equal to ten percent (10%) of the overdue amount.
      The parties agree that the late charge represents a fair and reasonable estimate
      of the costs Landlord will incur because of late payment. Acceptance of the
      late
      charge by Landlord shall not constitute a waiver of Tenant’s default for the
      overdue amount, nor prevent Landlord from exercising the other rights and
      remedies granted under this Lease.




6




______
                [Initials of landlord]
            ______
                [Initials of Tenant]




(e)  If
      any
      installment of rent or any other sums due from Tenant are not received within
      five (5) business days of its due date, or if a cure period is applicable under
      Section 18(a), prior to the expiration of the cure period, such amount will
      thereafter bear interest until paid at the rate of ten percent (10%) per year.
      However, interest shall not be payable on late charges incurred by Tenant nor
      on
      any amounts on which late charges are paid by Tenant to the extent this interest
      would cause the total interest to be in excess of that legally permitted.
      Payment of interest shall not excuse or cure any default by Tenant.




(f)  All
      payments due shall be paid to Landlord, without deduction or offset, in lawful
      money of the United States of America at Landlord’s address for notices under
      this Lease or to another person or at another place as Landlord may designate
      by
      notice to Tenant. Tenant may make payments by wire or electronic funds transfer
      it so elects, and Landlord shall make available to Tenant the necessary account
      information for such transfers. If Tenant pays by check and the check is
      returned for non-sufficient funds more than once, upon request of the Landlord,
      the Tenant shall make future payments by cashier’s check.




**Section
      5.**  **Escalation
      Rent.**




Escalation
      Rent shall be paid monthly on an estimated basis, with subsequent annual
      reconciliation, in accordance with the following procedures:




(a)  No
      later
      than fifteen (15) days after the end of the Base Year and no later than fifteen
      (15) days after the end of each subsequent calendar year, or as soon after
      that
      time as practicable, Landlord shall give Tenant notice of Landlord’s estimate of
      any Escalation Rent due under Section 4(a) for the ensuing calendar year with
      respect to (i) Operating Expenses and/or (ii) Property Taxes. On or before
      the
      first day of each month during the ensuing calendar year, Tenant shall pay
      to
      Landlord one-twelfth (1/12th) of the estimated Escalation Rent. If Landlord
      fails to give notice as required in this Section, Tenant shall continue to
      pay
      on the basis of the prior year’s estimate until the month after that notice is
      given. If at any time it appears to Landlord that the Escalation Rent for
      Operating Expenses and/or Property Taxes for the current calendar year will
      vary
      from the estimate, Landlord may, by notice to Tenant, revise the estimate for
      that year, and subsequent payments by Tenant for that year shall be based on
      the
      revised estimate.




(b)  Within
      ninety (90) days after the close of each calendar year, or as soon after the
      ninety (90) day period as practicable, Landlord shall deliver to Tenant a
      statement of (i) the actual Escalation Rent for that calendar year with respect
      to Operating Expenses and (ii) the actual Escalation Rent for that calendar
      year
      with respect to Property Taxes. At Tenant’s request, Landlord shall provide
      Tenant reasonable supporting detail underlying the calculations of Operating
      Expenses and/or Property Taxes. If Landlord’s statement discloses that Tenant
      owes an amount that is less than the estimated payments for the calendar year
      for either Operating Expenses or Property Taxes previously made by Tenant,
      Landlord shall credit the excess first against any sums then owed by Tenant,
      and
      then against the next payments of rental due. If Landlord’s statement discloses
      that Tenant owes an amount that is more than the estimated payments for the
      calendar year previously made by Tenant for either Operating Expenses or
      Property Taxes, Tenant shall pay the deficiency to Landlord within thirty (30)
      days after delivery of the statement. In no event shall Tenant owe any
      Escalation Rent for the Base Year.




7




(c)  Landlord
      shall maintain at all times during the term of this Lease, at the office of
      Landlord in the Building or such other office as Landlord may designate full,
      complete and accurate books of account and records prepared in accordance with
      generally accepted accounting principles with respect to Escalation Rent, and
      shall retain such books and records, as well as contracts, bills, vouchers,
      and
      checks, and such other documents as are reasonably necessary to properly audit
      the Escalation Rent. Upon reasonable notice from Tenant, Landlord shall make
      available for Tenant’s inspection (or inspection performed by Tenant’s
      accountant and/or consultants) at Landlord’s office in the Building, during
      normal business hours, Landlord’s books and records relating to the Escalation
      Rent for the previous calendar year. If Tenant’s inspection reveals that Tenant
      was overcharged for Escalation Rent for Operating Expenses or Escalation Rent
      for Property Taxes and Landlord does not dispute such findings, the amount
      of
      the overcharge shall be promptly refunded to Tenant.




(d)  The
      amount of Escalation Rent for Operating Expenses and the amount of Escalation
      Rent for Property Taxes for any fractional year in the Term shall be
      appropriately prorated. The proration of Operating Expenses for the calendar
      year in which termination occurs shall be calculated on the basis of a fraction
      of the Operating Expenses for that entire calendar year; the proration of
      Property Taxes for the calendar year in which termination occurs shall be
      calculated on the basis of a fraction of the Property Taxes for that entire
      calendar year, but shall exclude any Property Taxes attributable to any increase
      in the assessed valuation of the Building occurring after termination. The
      termination of this Lease shall not affect the obligations of the parties
      pursuant to Section 5(b) to be performed after the termination.




**Section
      6.**  **Use
      and Access to Premises.**




The
      Premises shall be used for general office use. In no event shall (i) the maximum
      floor load exceed 40 pounds per rentable square foot, including personnel,
      furniture and equipment or (ii) the occupancy of the Premises exceed one person
      per 250 rentable square feet of space nor more than one computer/printer/monitor
      per person, in each case without Landlord’s prior written consent. Tenant shall
      not do or permit to be done on the Premises, nor bring or keep or permit to
      be
      brought or kept in the Premises, anything (a) which is prohibited by or in
      conflict with any law, ordinance, or governmental rule or, (b) which is
      prohibited by the standard form of fire insurance policy or, (c) which will
      increase the existing rate of or affect fire or other insurance on the Building
      or its contents or cause a cancellation of any insurance policy covering the
      Building or any part of it or its contents. Tenant shall not use or store in
      the
      Premises any hazardous or toxic substances, with the sole exception of
      reasonably necessary substances that are kept in reasonably necessary quantities
      for normal office operations, provided that their use and storage are in
      accordance with applicable laws. Tenant shall not do or permit anything to
      be
      done on the Premises that will obstruct or interfere with the rights of other
      tenants of the Building, or injure or annoy them, or use or allow the Premises
      to be used for any unlawful purposes, nor shall Tenant cause, maintain, or
      permit any nuisance or waste on or about the Premises. Tenant shall have access
      to the Premises 24 hours a day, 365 days a year, subject however to force
      majeure events.




8




**Section
      7.**  **Services.**




(a)  Landlord
      shall maintain the Common Areas of the Building, including lobbies, stairs,
      elevators, corridors, rest rooms, all exterior landscaping, windows, the
      mechanical, plumbing, and electrical equipment serving the Building, and the
      structure itself, in reasonably good order and condition so as to meet the
      reasonable needs of Tenant, except for damage, excluding normal wear and tear,
      caused by the Tenant. Damage caused by Tenant, other than normal wear and tear
      by Tenant, shall be repaired by Landlord at Tenant’s expense. The standard of
      maintenance shall be equal to that of other office buildings of a similar class
      in San Francisco, California. If Landlord engages an outside vendor to perform
      a
      work order or provide equipment or services for or on behalf of Tenant, Landlord
      shall charge an administrative fee equal to 15% of the cost of such work
      order.




(b)  Landlord
      shall furnish (i) electricity for normal business use, including lighting and
      the operation of office machines (“Base Electricity”), (ii) heat and air
      conditioning, to the extent reasonably required for the comfortable occupancy
      by
      Tenant in Tenant’s use of the Premises during the period from 7:00 a.m. to 7:00
      p.m. on weekdays, except holidays, or a shorter period as may be prescribed
      by
      applicable policies or regulations adopted by any utility or governmental
      agency, (iii) elevator service, (iv) lighting replacement, for building standard
      lights, (v) rest room supplies, (vi) window washing with reasonable frequency,
      (vii) water for the rest rooms and kitchen areas, and (viii) security guard
      services and daily janitor services during the times and in the manner that
      these services are customarily furnished in comparable office buildings in
      the
      area (“Standard Utilities and Services”). Landlord may establish reasonable
      measures to conserve energy and water, including but not limited to, automatic
      light shut off after hours and efficient lighting forms, so long as these
      measures do not unreasonably interfere with Tenant’s use of the Premises. If
      Tenant uses more than its allocable share of the Standard Utilities and
      Services, Tenant shall pay for any non-standard utilities or services used.
      If
      Landlord determines that Tenant is using electricity in excess of the Base
      Electricity, Landlord shall have the right either (i) to install a meter, at
      Tenant’s cost, to measure the amount of electricity consumption in the Premises
      or (ii) to reasonably estimate the amount of electricity usage in excess of
      the
      Base Electricity and Tenant shall pay all such costs in excess of the Base
      Electricity.




(c)  Landlord
      shall not be in default under this Lease, nor be liable for any damages
      resulting from, nor shall the required rental be abated because of (i) any
      reasonably necessary installation, use, or interruption of use of any equipment
      in connection with furnishing the previously listed services, (ii) failure
      to
      furnish or delay in furnishing these services, when failure or delay is caused
      by accident or conditions beyond the reasonable control of Landlord or by
      necessary repairs or improvements to the Premises or to the Building, or (iii)
      the limitation, curtailment, rationing, or restrictions on use of water,
      electricity, gas, or any other form of energy serving the Premises or the
      Building. Landlord shall use reasonable efforts to diligently remedy
      interruptions in the furnishing of these services. Notwithstanding the
      foregoing, Landlord shall make reasonable efforts not to disrupt Tenant’s use of
      the Premises.




9


**Section
      8.**  **Alterations.**




Tenant
      shall not make or allow any alterations, additions, or improvements to the
      Premises or any part of the Premises (“Alterations”), without Landlord’s prior
      written consent, which shall not be unreasonably withheld, conditioned or
      delayed, subject to all the terms and conditions of this Lease. Landlord may
      in
      its discretion withhold or condition approval of Alterations that affect the
      building systems or structure of the Building. Subject to the requirements
      of
      the Rules and Regulations attached as Exhibit
      D and the
      Tenant Construction Standards and Requirements attached as Schedule 1 to the
      Rules and Regulations, no Landlord consent shall be required for Tenant’s
      installation of furnishings, fixtures, equipment, or decorative improvements,
      none of which shall either (a) cost more than Five Thousand Dollars ($5,000.00)
      in the aggregate, or (b) affect Building systems or the structure of the
      Building, and the repainting or recarpeting of the Premises, provided that
      Tenant provide Landlord seven (7) days notice prior to commencing such work.
      If
      and to the extent that any Alterations require improvements to the Premises
      or
      to the Building to comply with applicable Legal Requirement (“Compliance
      Improvements”), if Tenant elects to undertake such Alterations, Tenant shall be
      responsible for the payment of the costs of all such Compliance Improvements.
      All Alterations shall immediately become Landlord’s property and, at the end of
      the Term, shall remain on the Premises without compensation to Tenant, unless
      Landlord elects by notice to Tenant at the time of installation to have Tenant
      remove any Alterations that are peculiar to Tenant’s use of the Premises and are
      not normally required or used by other tenants. In this event, Tenant shall
      bear
      the cost of restoring the Premises to their condition prior to the installment
      of the Alterations. All Alterations shall comply with the requirements of the
      Rules and Regulations which are Exhibit
      D and the
      Tenant Construction Standards and Requirements which is Schedule 1 to the Rules
      and Regulations.




**Section
      9.**  **Repairs;
      Landlord’s Reservation of Rights.**




(a)  Tenant
      shall periodically inspect the Premises to identify any conditions that are
      dangerous or in need of maintenance or repair. Tenant shall promptly provide
      Landlord with notice of any such conditions. Tenant shall, at its sole cost
      and
      expense, perform all maintenance and repairs to the Premises that are not
      Landlord’s express responsibility under this Lease, and keep the Premises in
      good condition and repair, reasonable wear and tear excepted. Tenant’s repair
      and maintenance obligations include, without limitation, repairs to: (a) floor
      covering; (b) window coverings; (c) interior partitions; (d) doors; (e) the
      interior side of demising walls; (f) electronic, phone and data cabling and
      related equipment that is installed by or for the exclusive benefit of Tenant
      (collectively, “Cable”); (g) supplemental air conditioning units, kitchens,
      including hot water heaters, plumbing, and similar facilities exclusively
      serving Tenant; and (h) Alterations. To the extent Landlord is not reimbursed
      by
      insurance proceeds, Tenant shall reimburse Landlord for the cost of repairing
      damage to the Building caused by the acts of Tenant, Tenant Related Parties
      and
      their respective contractors and vendors.




(b)  If
      Tenant fails to make any repairs to the Premises for more than 15 days after
      notice from Landlord (although notice shall not be required in an emergency),
      Landlord may make the repairs, and Tenant shall pay the reasonable cost of
      the
      repairs, together with an administrative charge in an amount equal to 15% of
      the
      cost of the repairs. Tenant hereby waives all right to make repairs at the
      expense of Landlord or in lieu thereof to vacate the Premises and its other
      similar rights as provided in California Civil Code Sections 1932(1), 1941
      and
      1942 or any other Legal Requirement (whether now or hereafter in effect). In
      addition to the foregoing, Tenant shall be responsible for repairing all special
      tenant fixtures and improvements, including garbage disposals, showers,
      plumbing, and appliances.




10




(c)  If
      Landlord performs any work to the Premises at Tenant’s request or provides any
      additional services (“Additional Work”) to Tenant, including without limitation
      repairs to appliances or fixtures within Tenant’s Premises, Tenant shall pay the
      reasonable cost of the Additional Work, together with an administrative charge
      in an amount equal to 15% of the cost of the Additional Work.




(d)  Tenant
      accepts the Premises as being in the condition in which Landlord is obligated
      to
      deliver the Premises, subject to the tenant improvements, if any, that Landlord
      has agreed to make. Landlord has no obligation and has made no promise to alter,
      remodel, improve, repair, decorate, or paint the Premises or any part of them,
      except as specifically set forth in Section 3. Landlord has made no
      representations respecting the condition of the Premises or the Building, except
      as specifically set forth in this Lease.




(e)  Landlord
      reserves the right, at any time and from time to time, without the same
      constituting an actual or constructive eviction, but provided that Landlord
      does
      not unreasonably interfere with Tenant’s use and occupancy of the building, to
      (i) make alterations, additions, repairs, improvements to or in, or to decrease
      the size of area of all or any part of the Building, the fixtures and equipment
      therein, the heating, ventilation, air-conditioning, plumbing, electrical,
      fire
      protection, life safety, security and all mechanical systems of the building
      (“Building Systems”), the common areas and all other parts of the Building; (ii)
      to change the arrangement and/or location of entrances or passageways, doors
      and
      doorways, corridors, elevators, stairs, toilets and other public parts of the
      Building and to create additional rentable areas through use or enclosure of
      common areas; (iii) to change the Building’s name or street address or to change
      the room number or numbers of the Premises; (iv) to install, affix and maintain
      any and all signs on the exterior and interior of the Building.




**Section
      10.**  **Damage
      or Destruction.**




(a)  In
      the
      event the Premises or any portion of the Building necessary for Tenant’s
      occupancy are damaged by fire, earthquake, act of God, the elements, or other
      casualty, within thirty (30) days after that event, Landlord shall notify Tenant
      of the estimated time, in Landlord’s reasonable judgment, required for repair or
      restoration. If the estimated time is one hundred and fifty (150) days or less
      after the commencement of the physical work and one hundred and eighty (180)
      days or less after the casualty event, Landlord shall proceed promptly and
      diligently to adjust the loss with applicable insurers, to secure all required
      governmental permits and approvals, and to repair or restore the Premises or
      the
      portion of the Building necessary for Tenant’s occupancy. This Lease shall
      remain in full force, except that for the time unusable, Tenant shall receive
      a
      proportionate rental abatement for that part of the Premises rendered unusable
      in the conduct of Tenant’s business.




(b)  If
      the
      estimated time for repair or restoration is in excess of one hundred and fifty
      (150) days after the commencement of the physical work or one hundred and eighty
      (180) days after the casualty event, Tenant or Landlord may elect to terminate
      this Lease as of the date of the casualty event by giving notice to the other
      party within fifteen (15) days following receipt of Landlord’s written notice of
      the estimated time for repair.




11


(c)  Notwithstanding
      the foregoing, Landlord’s obligation to restore or repair the Building shall be
      limited to the amount of insurance proceeds actually received by Landlord for
      such reconstruction or repair.




**Section
      11.**  **Subrogation.**




Landlord
      and Tenant shall each obtain from their respective insurers under all policies
      of fire, theft, public liability, worker’s compensation, and other insurance
      maintained during the term of this Lease covering the Building, or any portion
      of it, or operations in it, a waiver of all rights of subrogation that the
      insurer of one party might have against the other party. Landlord and Tenant
      shall each indemnify the other against any loss or expense, including reasonable
      attorney fees, resulting from the failure to obtain this waiver.




**Section
      12.**  **Insurance.**




(a)  Public
      Liability .
      Tenant,
      at its own cost and expense, shall keep and maintain in full force and effect
      during the Term the following insurance coverages, written by an insurance
      company licensed by and admitted to issue insurance in the State of California,
      with a general policyholders’ rating of “A” or better and a financial size
      ranking of “Class VIII” or higher, in the most recent edition of Best’s
      Insurance Guide, in the form customary to the locality, (i) commercial general
      liability insurance, including contractual liability coverage, insuring Tenant’s
      activities with respect to the Premises and/or the Building against loss, damage
      or liability for personal injury or death of any person or loss or damage to
      property occurring in, upon or about the Premises, with a minimum coverage
      of
      Two Million Dollars ($2,000,000) per occurrence/Three Million Dollars
      ($3,000,000) general aggregate, (ii) fire damage legal liability insurance
      and
      personal/advertising injury insurance (which shall not be subject to the
      contractual liability exclusion), each in the minimum amount of One Million
      Dollars ($1,000,000), (iii) medical payments insurance in the minimum amount
      of
      Ten Thousand Dollars ($10,000), (iv) worker’s compensation insurance in
      statutory amounts, and (v) if Tenant operates owned, leased or non-owned
      vehicles on the Property, comprehensive automobile liability insurance with
      a
      minimum coverage of $1,000,000 per occurrence/Two Million Dollars ($2,000,000)
      general aggregate.




(b)  Insurance
      Certificates .
      Tenant
      shall furnish to Landlord, on or before the Commencement Date and thereafter
      prior to the expiration of each policy, an original certificate of insurance
      issued by the insurance carrier of each policy of insurance carried by Tenant
      pursuant to this Section. The certificates shall expressly provide that the
      policies shall not be cancelable or subject to reduction of coverage or
      otherwise be subject to modification except after thirty (30) days’ prior
      written notice to the parties named as insureds. Landlord, its successors and
      assigns, and any nominee of Landlord holding any interest in the Premises,
      including, without limitation, Landlord’s members, Landlord’s property manager,
      Landlord’s parking operator, and the holder of any fee or leasehold mortgage,
      shall be named as an additional insured under each policy of insurance
      maintained by Tenant pursuant to this Lease. The policies and certificates
      shall
      further provide that the coverage shall be primary, and that any coverage
      carried by Landlord shall be secondary and noncontributory with respect to
      Tenant’s policy.


12


**Section
      13.**  **Indemnification.**




Tenant
      waives all claims against Landlord for damage to any property or injury or
      death
      of any person on the Premises arising at any time and from any cause except
      to
      the extent resulting from the gross negligence or willful misconduct of
      Landlord. Tenant shall indemnify and hold Landlord harmless from and defend
      Landlord against all claims, liability, damage, or loss arising out of any
      injury or death of any person or damage to or destruction of property to the
      extent attributable to the action or inaction of Tenant, its agents,
      contractors, or employees, except to the extent resulting from the gross
      negligence or willful misconduct of Landlord or its agents, contractors, or
      employees. Tenant shall also hold Landlord harmless from any liability, cost,
      or
      expense arising from Tenant’s use or storage on the property of any hazardous or
      toxic substance. These indemnity obligations shall include reasonable attorney
      fees, investigation costs, and all other reasonable costs incurred by the
      indemnified party from the first notice that any claim or demand is to be made
      or may be made. The provisions of this Section shall survive the termination
      of
      this Lease for any event occurring prior to the termination.




**Section
      14.**  **Compliance
      with Legal Requirements.**




(a)  At
      Tenant’s sole cost, Tenant shall promptly comply with all laws and governmental
      rules now or later in force; with the requirements of any board of fire
      underwriters or other similar body now or in the future constituted; with any
      direction or occupancy certificate issued by public officers (“Legal
      Requirements”), insofar as they relate to (i) the use, or occupancy of the
      Premises or (ii) to Alterations undertaken by Tenant, except that Tenant shall
      not be responsible for (a) structural changes or changes to the electrical,
      mechanical, or plumbing systems of the Building in connection with the Tenant
      Improvements constructed in accordance with Exhibit
      B and (b)
      work necessitated by defects in the construction of the Building. Landlord
      shall
      comply in a timely manner with all Legal Requirements that are not Tenant’s
      responsibility under this Section to the extent noncompliance would adversely
      affect Tenant’s use or occupancy of the Premises.




(b)  Tenant
      acknowledges that Landlord has advised Tenant that certain fire-proofing and
      insulating materials used in the construction of the Building contain asbestos
      or asbestos-containing materials (collectively, **“Asbestos”** ).
      If any
      Legal Requirements impose mandatory or voluntary controls or guidelines with
      respect to Asbestos or if Landlord otherwise so elects, Landlord may, in its
      sole discretion, comply with such mandatory or voluntary controls or guidelines,
      or elect to make such alterations or remove such Asbestos in compliance with
      all
      Legal Requirements. Such compliance or the making of alterations, and the
      removal of all or a portion of such Asbestos, whether in the Premises or
      elsewhere in the Building, shall not, in any event constitute a breach by
      Landlord of any provision of this Lease, relieve Tenant of the obligation to
      pay
      any Rent due under this Lease, constitute or be construed as a constructive
      or
      other eviction of Tenant, or constitute or be construed as a breach of Tenant’s
      quiet enjoyment. Tenant
      also acknowledges that Landlord has promulgated Building regulations and
      procedures governing the manner in which Tenant may undertake Alterations to
      the
      Premises in those areas where Asbestos may be located, and such regulations
      and
      procedures may be modified, amended or supplemented from time to time. Prior
      to
      undertaking any Alterations in or around the Premises, Tenant shall notify
      Landlord, in writing, of the exact nature and location of the proposed
      Alterations and shall promptly supply such additional information regarding
      the
      proposed Alterations as Landlord shall request. After receipt of Tenant’s
      notice, Landlord shall, to the extent appropriate, supply Tenant with the
      Building regulations and procedures for working in areas where there is a risk
      of coming into contact with Asbestos. Tenant shall strictly comply with all
      such
      Building regulations and procedures established by Landlord and with all
      applicable Requirements. Landlord shall have the right at all times to monitor
      the work for compliance with the Building regulations and procedures. If
      Landlord determines that any of the Building regulations and/or procedures
      are
      not being strictly complied with, Landlord may immediately require the cessation
      of all work being performed in or around the Premises until such time as
      Landlord is satisfied that the applicable regulations and procedures will be
      observed. Landlord’s monitoring of any work in or around the Premises shall not
      be deemed a certification by Landlord of compliance with any Requirements or
      of
      the Building regulations and procedures or a waiver by Landlord of its right
      to
      require strict compliance with such Building regulations and procedures nor
      shall such monitoring relieve Tenant from any liabilities relating to such
      work. The
      indemnity obligations of Tenant set forth in Section 13 above shall not be
      applicable with respect to the presence of the Asbestos, unless exacerbated
      by
      Tenant.




13


(c)  Tenant
      agrees to take all proper and necessary action to cause the Premises to be
      used
      and occupied in compliance with the Americans With Disabilities Act of 1990
      (“ADA”). Tenant shall also be responsible for the cost of all work required to
      ensure that the Premises and the Building comply with the ADA if the obligation
      to do such work is due to Tenant’s use of the Premises or to any Alterations
      (including the initial Alterations) installed or constructed in the
      Premises.




**Section
      15.**  **Assignment
      and Subletting.**




(a)  Except
      as
      otherwise expressly permitted by this Lease, Tenant shall not, without the
      prior
      written consent of Landlord, which shall not be unreasonably withheld or
      delayed, assign or hypothecate this Lease or any interest in this Lease, sublet
      the Premises or any part of them, or license the use of the Premises by any
      party other than Tenant. For purposes of this Article, an assignment shall
      be
      deemed to include a change in the majority control of Tenant, resulting from
      any
      transfer, sale or assignment of shares of stock of Tenant occurring by operation
      of Law or otherwise, including the merger or consolidation of Tenant into
      another entity. If Tenant is a partnership, any change in the partners of Tenant
      shall be deemed to be an assignment. Neither this Lease nor any interest in
      this
      Lease shall be assignable without the consent of Landlord, which shall not
      be
      unreasonably withheld or delayed. Any of the previous acts without consent
      shall
      be void and shall, at the option of Landlord, constitute a default under this
      Lease. Landlord shall respond to Tenant’s request for sublease within fifteen
      (15) days of receiving a written request from Tenant and receipt of
      documentation regarding description and financial condition of proposed Tenant
      and other necessary information as required by Landlord, failing which Landlord
      shall be deemed to have disapproved such request by Tenant. Tenant shall not
      be
      required to obtain Landlord’s consent for any assignment or subletting to any
      entity that controls, is controlled by, or is under common control with Tenant,
      provided the owners of such entity are exactly the same as those of
      Tenant.




14


(b)  No
      sub-lessee shall have a right to further sublet without Landlord’s prior
      consent, which may not be unreasonably withheld, and any assignment by a
      sublessee of the sublease shall be subject to Landlord’s prior consent in the
      same manner as if Tenant were entering into a new sublease.




(c)  In
      the
      case of an assignment or subletting, fifty percent (50%) of any sums or economic
      consideration received by Tenant as a result of the assignment or subletting
      shall be paid to Landlord after first deducting (i) in the case of a sublet,
      the
      rental due under this Lease, prorated to reflect only rental allocable to the
      sublet portion of the Premises, (ii) any tenant improvements paid for by Tenant,
      and (iii) the cost of any real estate commissions, reasonable attorney fees,
      or
      other third party professional services paid by Tenant in connection with the
      assignment or subletting.




(d)  Regardless
      of Landlord’s consent, no subletting or assignment shall release or alter
      Tenant’s obligation or primary liability to pay the rental and perform all other
      obligations under this Lease. Consent to one assignment or subletting shall
      not
      be deemed consent to any subsequent assignment or subletting. In the event
      of
      default by any assignee or successor of Tenant in the performance of any of
      the
      terms of this Lease, after notice of default to Tenant pursuant to Section
      18
      and the expiration of any applicable cure period, Landlord may proceed directly
      against Tenant without the necessity of exhausting remedies against the assignee
      or successor.




(e)  If
      Tenant
      assigns this Lease, sublets the Premises, or requests the consent of Landlord
      to
      any assignment, subletting, hypothecation, or other action requiring Landlord’s
      consent under this Lease, Tenant shall pay Landlord’s reasonable attorney fees
      incurred in connection with the action, not to exceed $1,000.00.




(f)  Despite
      any other provision of this Article 15, Landlord has the option, by written
      notice to Tenant (Recapture Notice) within thirty (30) days after receiving
      any
      request for assignment or subletting, to recapture the subject space by
      terminating this Lease for the Subject Space or taking an assignment or a
      sublease of the subject space from Tenant, unless Tenant rescinds its request
      for assignment or subletting in writing within fifteen (15) days after its
      receipt of Landlord’s Recapture Notice, in which case such recapture shall be
      null and void. A timely Recapture Notice that is not rescinded by Tenant
      terminates this Lease or creates an assignment or a sublease for the subject
      space for the same term as the proposed assignment or subletting, effective
      as
      of the date specified in the request for assignment or subletting. If Landlord
      declines or fails timely to deliver a Recapture Notice, Landlord shall have
      no
      further right under this Section 15 to the subject space unless it becomes
      available again after assignment or subletting by Tenant.




**Section
      16.**  **Rules
      and Regulations.**




Tenant
      shall comply with the Rules and Regulations attached to and incorporated in
      this
      Lease as Exhibit
      D ,
      and
      with the Tenant Construction Standards and Regulations which is Schedule 1
      to
      the Rules and Regulations, and after notice, with all reasonable modifications
      and additions to these Rules and Regulations, from time to time promulgated
      in
      writing by Landlord, all of which shall be uniformly applicable to all tenants
      and occupants of the Building. Landlord shall not be responsible to Tenant
      for
      the nonperformance of any of these Rules and Regulations by any other tenant
      or
      occupant of the Building, but Landlord shall take reasonable steps to enforce
      any Rules and Regulations, the nonperformance of which by other tenants
      materially and adversely affects Tenant in the use of the Premises. However,
      if
      any rule conflicts with any term, covenant, or condition of this Lease, this
      Lease shall prevail. In addition, no rule, or any subsequent amendments to
      it
      adopted by Landlord shall alter, reduce, or adversely affect any of Tenant’s
      rights or enlarge Tenant’s obligations under this Lease.




15


**Section
      17.**  **Entry
      by Landlord.**




Landlord
      may enter the Premises at reasonable hours with no less than twenty-four (24)
      hours advance written notice to Tenant to (a) inspect the Premises; (b) exhibit
      the Premises to prospective purchasers, or lenders, or within the last nine
      (9)
      months of the Term, to tenants; (c) determine whether Tenant is complying with
      all obligations under this Lease; (d) and 24 hour notice to Tenant to supply
      janitorial service and any other services to be provided by Landlord under
      this
      Lease; (e) post notices of nonresponsibility; and (f) make repairs or perform
      maintenance required of Landlord by this Lease, make repairs to any adjoining
      space or utility services, or make repairs, alterations, or improvements to
      any
      other portion of the Building. However, all this work shall be done as promptly
      as reasonably possible and cause as little interference to Tenant as reasonably
      possible. Subject to Landlord’s undertakings in the previous sentence, Tenant
      waives any damage claims for inconvenience to or interference with Tenant’s
      business or loss of occupancy or quiet enjoyment of the Premises caused by
      Landlord’s entry. At all times Landlord shall have a key with which to unlock
      the doors on the Premises, excluding Tenant’s vaults, safes, and similar areas
      designated as secure areas in writing by Tenant in advance. In an emergency,
      Landlord shall have the right to use any means that Landlord deems proper to
      open Tenant’s doors and enter the Premises. Entry to the Premises by Landlord in
      an emergency shall not be construed as a forcible or unlawful entry, a detainer,
      or an actual or constructive eviction of Tenant. Notwithstanding the foregoing,
      Landlord shall provide Tenant with twenty-four (24) hours notice prior to
      entering the Premises, except in the event of an emergency, Landlord may enter
      the Premises without providing such notice.




**Section
      18.**  **Events
      of Default.**




The
      following events shall constitute events of default under this Lease (each
      an
      Event of Default):




(a)  failure
      by Tenant to pay when due any Base Rent or other sum payable under this Lease
      when due, and such failure continues for a period of three (3) days after
      written notice is provided to Tenant;




(b)  a
      default
      by Tenant in the performance of any of the terms, covenants, agreements, or
      conditions in this Lease, other than a default by Tenant in the payment when
      due
      of any rent or other sum payable under this Lease, and the continuation of
      the
      default beyond thirty (30) days after written notice by Landlord is provided
      to
      Tenant, provided however that if the default is curable and requires more than
      thirty (30) to remedy, Tenant shall not be in default if it commences to cure
      within such thirty (30) day period and proceeds to complete the cure within
      sixty (60) days;




16


(c)  the
      bankruptcy or insolvency of Tenant, a transfer by Tenant in fraud of creditors,
      an assignment by Tenant for the benefit of creditors, or the commencement of
      proceedings of any kind by or against Tenant under the Federal Bankruptcy Act
      or
      under any other insolvency, bankruptcy, or reorganization act, unless Tenant
      is
      discharged from voluntary proceedings within ninety (90) days;




(d)  the
      appointment of a receiver for a substantial part of Tenant’s
      assets;




(e)  the
      abandonment of the Premises for a period in excess of 60 days; and




(f)  the
      levy
      upon this Lease or any estate of Tenant under this Lease by attachment or
      execution and the failure to have the attachment or execution vacated within
      sixty (60) days.




**Section
      19.**  **Termination
      upon Default.**




On
      occurrence of any Event of Default by Tenant, Landlord may, in addition to
      any
      other rights and remedies given here or by law, terminate this Lease and
      exercise remedies relating to it without further notice or demand in accordance
      with the following provisions:




(a)  Landlord
      may continue this Lease in full force and effect, and this Lease shall continue
      in full force and effect as long as Landlord does not terminate Tenant’s right
      to possession, and Landlord shall have the right to collect rent when due as
      set
      forth in California Civil Code Section 1951.4. During the period Tenant is
      in
      default, Landlord may enter the Premises and relet them, or any part of them,
      to
      third parties for Tenant’s account, provided that any rental in excess of the
      monthly rental due hereunder shall be payable to Landlord. Tenant shall be
      liable immediately to Landlord for all costs Landlord incurs in reletting the
      Premises, including, without limitation, broker’s commissions, expenses of
      cleaning and redecorating the Premises required by the reletting and like costs.
      Reletting may be for a period shorter or longer than the remaining Term of
      this
      Lease. Tenant shall pay to Landlord the rent and other sums due under this
      Lease
      on the dates the rent is due, less the rent and other sums Landlord receives
      from any reletting. No act by Landlord allowed by this paragraph shall terminate
      this Lease unless Landlord notifies Tenant in writing that Landlord elects
      to
      terminate this Lease.




(b)  Landlord
      may terminate Tenant’s right to possession of the Premises at any time by giving
      written notice to that effect. No act by Landlord other than giving written
      notice to Tenant shall terminate this Lease. Acts of maintenance, efforts to
      relet the Premises or the appointment of a receiver on Landlord’s initiative to
      protect Landlord’s interest under this Lease shall not constitute a termination
      of Tenant’s right to possession. On termination, Landlord has the right to
      remove all personal property of Tenant and store same at Tenant’s cost and to
      recover from Tenant as damages: (i) The worth at the time of award of any unpaid
      rent which has been earned at the time of such termination; plus (ii) The worth
      at the time of award of the amount by which the unpaid rent which would have
      been earned after termination until the time of award exceeds the amount of
      such
      rental loss Tenant proves could have been reasonably avoided; plus (iii) The
      worth at the time of award of the amount by which the unpaid rent for the
      balance of the term after the time of award exceeds the amount of such rental
      loss that Tenant proves could have been reasonably avoided; plus (iv) Any other
      amount necessary to compensate Landlord for all the detriment proximately caused
      by Tenant’s failure to perform its obligations under this Lease or which in the
      ordinary course of things would be likely to result therefrom. As used in
      subparagraphs (i) and (ii) above, the “worth at the time of award” is computed
      by allowing interest at the then prevailing discount rate of the Federal Reserve
      Bank of San Francisco plus five percent (5%). As used in subparagraph (iii)
      above, the “worth at the time of award” is computed by discounting such amount
      at the discount rate of the Federal Reserve Bank of San Francisco at the time
      of
      award plus one percent (l%).


17


(c)  No
      waiver
      of any default of Tenant hereunder shall be implied from any acceptance by
      Landlord of any rent or other payments due hereunder or any omission by Landlord
      to take any action on account of such default if such default persists or is
      repeated and no express waiver shall affect defaults other than as specified
      in
      said waiver. The consent or approval of Landlord to or of any act by Tenant
      requiring Landlord’s consent or approval shall not be deemed to waive or render
      unnecessary Landlord’s consent or approval to or of any subsequent similar acts
      by Tenant.




**Section
      20.**  **Eminent
      Domain.**




If
      all or
      any part of the Premises are taken through eminent domain, this Lease shall
      terminate for the part taken as of the date of taking. For a partial taking,
      either Landlord or Tenant shall have the right to terminate this Lease for
      the
      balance of the Premises by written notice to the other within thirty (30) days
      after the taking. However, Tenant’s right to terminate arises only if the
      portion of the Premises taken substantially handicaps, impedes, or impairs
      Tenant’s use of the balance of the Premises. In the event of any taking,
      Landlord shall be entitled to all compensation, damages, income, rent, awards,
      or any interest that may be paid in connection with the taking, except for
      any
      portion specifically awarded to Tenant for moving expenses, trade fixtures,
      equipment, and any leasehold improvements in the Premises to the extent of
      the
      then unamortized value of these improvements for the remaining term of the
      Lease
      as determined in the award. However, Tenant shall have no claim against Landlord
      for the value of any unexpired term of this Lease or otherwise, other than
      for
      prepaid rent. In the event of a partial taking of the Premises that does not
      result in a termination of this Lease, the subsequent monthly rental shall
      be
      equitably reduced.




**Section
      21.**  **Estoppel
      Certificate.**




At
      any
      time with at least ten (10) days’ prior notice by Landlord, Tenant shall
      execute, acknowledge, and deliver to Landlord a certificate in a form
      satisfactory to Landlord certifying: (a) that this Lease is unmodified and
      in
      full force or, if there have been modifications, that this Lease is in full
      force, as modified, together with the date and nature of each modification,
      (b)
      the amount of the Base Rent, most recent Escalation Rent, if any, and the date
      to which the rent has been paid, (c) that no notice has been received by Tenant
      of any default that has not been cured, except defaults specified in the
      certificate, (d) that no default of Landlord is claimed by Tenant, except
      defaults specified in the certificate, and (e) other matters as may be
      reasonably requested by Landlord. Any certificate may be relied on by
      prospective purchasers, mortgagees, or beneficiaries under any deed of trust
      on
      the Building or any part of it.


18


**Section
      22.**  **Surrender
      of Premises; Holding Over.**




(a)  Upon
      the
      Termination Date, Tenant shall surrender and vacate the Premises immediately
      and
      deliver possession thereof to Landlord in a clean, good and tenantable
      condition, ordinary wear and tear, and damage caused by Landlord excepted.
      Tenant shall deliver to Landlord all keys to the Premises. All improvements
      in
      and to the Premises, including any Alterations (collectively, “Leasehold
      Improvements”) shall remain upon the Premises at the end of the Term without
      compensation to Tenant. Landlord, however, by written notice to Tenant at least
      30 days prior to the Termination Date, may require Tenant, at its expense,
      to
      remove (a) any Cable installed by or for the benefit of Tenant, and (b) any
      Landlord Work or Alterations that, in Landlord’s reasonable judgment, are of a
      nature that would require removal and repair costs that are materially in excess
      of the removal and repair costs associated with standard office improvements
      (collectively referred to as “Required Removables”). Required Removables shall
      include, without limitation, internal stairways, raised floors, personal baths
      and showers, vaults, rolling file systems and structural alterations and
      modifications. The designated Required Removables shall be removed by Tenant
      before the Termination Date. Tenant shall repair damage caused by the
      installation or removal of Required Removables. If Tenant fails to perform
      its
      obligations in a timely manner, Landlord may perform such work at Tenant’s
      expense. Tenant, at the time it requests approval for a proposed Alteration,
      may
      request in writing that Landlord advise Tenant whether the Alteration or any
      portion of the Alteration is a Required Removable. Within 10 days after receipt
      of Tenant’s request, Landlord shall advise Tenant in writing as to which
      portions of the Alteration are Required Removables. If any of the Tenant
      Additions which were installed by Tenant involved the lowering of ceilings,
      raising of floors or the installation of specialized wall or floor coverings
      or
      lights, then Tenant shall also be obligated to return such surfaces to their
      condition prior to the commencement of this Lease. Tenant shall also be required
      to close any staircases or other openings between floors. In the event
      possession of the Premises is not delivered to Landlord when required hereunder,
      or if Tenant shall fail to remove those items described above, Landlord may
      (but
      shall not be obligated to), at Tenant’s expense, remove any of such property and
      store, sell or otherwise deal with such property, and undertake, at Tenant’s
      expense, such restoration work as Landlord deems necessary or
      advisable.




(b)  If,
      without objection by Landlord, Tenant holds possession of the Premises after
      expiration of the term of this Lease, Tenant shall become a tenant from
      month-to-month on the terms specified in this Lease, except those pertaining
      to
      term, option to extend, but at a monthly rental negotiable between the Parties,
      payable in advance on or before the first day of each month. Each party shall
      give the other notice of intention to terminate the tenancy at least one (1)
      month prior to the date of termination of a monthly tenancy.




(c)  If,
      over
      Landlord’s objection, Tenant holds possession of the Premises after expiration
      of the term of this Lease or expiration of the holdover tenancy, Tenant shall
      be
      deemed to be a tenant-at-sufferance and, without limiting the liability of
      Tenant for unauthorized occupancy of the Premises, Tenant shall indemnify
      Landlord and any replacement tenant for the Premises for any damages or loss
      suffered by either Landlord or the replacement tenant resulting from Tenant’s
      failure to vacate the Premises in a timely manner. The monthly rental shall
      be
      at two hundred percent (200%) of the then prevailing monthly rental paid by
      Tenant.


19


**Section
      23.**  **Security
      Deposit.**




Tenant
      has deposited with Landlord the sum specified in the Basic Lease Information
      (Deposit). The Deposit shall be held by Landlord as security for the faithful
      performance by Tenant of all provisions of this Lease. If Tenant fails to pay
      rent or other sums due under this Lease or defaults with respect to any
      provision of this Lease, Landlord may use, apply, or retain all or any portion
      of the Deposit for the payment of rent or other sums in default, for the payment
      of any other sums to which Landlord may become obligated because of Tenant’s
      default, or to compensate Landlord for any loss or damage that Landlord may
      suffer because of the Tenant’s actions. If Landlord uses or applies the Deposit,
      Tenant shall, within ten (10) days after written demand, deposit cash with
      Landlord in an amount sufficient to restore the Deposit to the full amount,
      and
      Tenant’s failure to do so shall be a material breach of this Lease. Landlord
      shall not be required to keep the Deposit separate from Landlord’s general
      accounts. If Tenant performs all of Tenant’s obligations under this Lease, the
      Deposit or the amount not applied by landlord shall be returned, without
      interest, to Tenant or at Landlord’s option, to the last assignee, if any, of
      Tenant’s interest under this Lease at the expiration of the Term and after
      Tenant has vacated the Premises. No trust relationship is created between
      Landlord and Tenant with respect to the Deposit. To the fullest extent permitted
      by law, Tenant waives any and all rights of Tenant under the provisions of
      Section 1950.7 of the California Civil Code or other Law regarding security
      deposits.




**Section
      24.**  **Landlord’s
      Liability.**




Notwithstanding
      any other term or provision of this Lease, the liability of the Landlord for
      its
      obligations under this lease is limited solely to Landlord’s interest in the
      Property, and the rents, issues, and profits derived therefrom, as the same
      may
      from time to time be encumbered, and no personal liability shall at any time
      be
      asserted or enforceable against any other assets of Landlord or against
      Landlord’s stockholders, directors, officers or partners on account of any of
      the Landlord’s actions or obligations under this Lease. In addition, in the
      event of the conveyance of title to the Building or the Project, then from
      and
      after the date of such conveyance, Landlord shall be relieved of all liability
      with respect to Landlord’s obligations to be performed under this
      Lease.




**Section
      25.**  **Brokers.**




Landlord
      and Tenant represent and warrant to each other that in the negotiating or making
      of this Lease, neither it nor anyone acting on its behalf has dealt with any
      real estate broker or finder who might be entitled to a fee or commission for
      this Lease other than the Brokers identified the Basic Lease Information, whose
      commission is to be paid by Landlord pursuant to a separate agreement with
      such
      brokers. Landlord and Tenant agree to indemnify and hold the other harmless
      from
      any claim or claims, including costs expenses and attorney’s fees incurred by
      the other, asserted by any other broker or finder for a commission based upon
      any dealings with or statements made by the indemnifying party or its
      representatives.




**Section
      26.**  **Smoking.**




Smoking
      in the building is prohibited.


20


**Section
      27.**  **Entire
      Agreement.**




There
      are
      no oral agreements between Landlord and Tenant affecting this Lease, and this
      Lease supersedes and cancels all previous negotiations, arrangements, brochures,
      agreements, and oral or written understandings between Landlord and Tenant
      or
      displayed by Landlord to Tenant with respect to the subject matter of this
      Lease. This Lease shall not be amended or modified except pursuant to a writing
      executed by Landlord and Tenant. There are no representations between Landlord
      and Tenant other than those contained in this Lease. All implied warranties,
      including implied warranties of merchantability and fitness, are
      excluded.




**Section
      28.**  **Illegality
      or Unenforceability of Portion of Lease.**




If
      any
      provision of this Lease is determined to be illegal or unenforceable, this
      determination shall not affect any other provision of this Lease, and all other
      provisions shall remain in full force and effect.




**Section
      29.**  **Governing
      Law.**




This
      Lease shall be governed by and construed pursuant to law of the State of
      California.




**Section
      30.**  **Quiet
      Enjoyment.**




Landlord
      agrees to and shall in the commencement of this Lease place Tenant in quiet
      possession of the Premises and shall secure it in the quiet possession thereof
      against all persons lawfully claiming the same during the lease
      term.




**Section
      31.**  **Signage.**




Tenant
      shall have the right to building standard signage in the ground floor lobby
      and
      at the entrance to Tenant’s Premises.




**Section
      32.**  **Subordination.**




This
      Lease shall be subject and subordinate at all times to (i) all ground and
      underlying leases which now exist or may hereafter be executed affecting the
      Property, (ii) the lien of any mortgages or deeds of trust in any amount or
      amounts whatsoever now or hereafter placed on or against the Property, or on
      Landlord’s interest or estate therein, or portion thereof, or on or against any
      ground or underlying lease and (iii) any Declaration of Covenants, Conditions
      and Restrictions or similar instrument now or hereafter recorded affecting
      the
      Property, all without the necessity of the execution and delivery of any further
      instruments on the part of Tenant to effectuate such subordination; provided,
      however, that any such future encumbrance shall provide that so long as Tenant
      is not in default, the terms of this Lease and Tenant’s occupancy of the
      Premises shall not be affected by termination proceedings in respect to such
      ground or underlying lease or foreclosure or other proceedings under such
      mortgages or deeds of trust, Tenant hereby agreeing at the written request
      of
      the landlord under such ground or underlying lease or the purchaser of the
      Building in such foreclosure or other proceedings, to attorn to such landlord
      or
      to such purchaser or, at such landlord’s or such purchaser’s option, to enter
      into a new lease for the balance of the Term upon the same terms and provisions
      as are contained in this Lease. Notwithstanding the foregoing, Tenant will
      execute and deliver upon demand such further instrument or instruments
      evidencing such subordination of this Lease to the lien of any such mortgage
      or
      mortgages or deeds of trust as may be required by Landlord, so long as such
      agreement recognizes that Tenant’s possession of the Premises will not be
      disturbed upon any foreclosure of such mortgage or deed of trust as long as
      Tenant is not in default hereunder.


21


**Section
      33.**  **Attorneys
      Fees.**




If
      either
      party hereto brings an action to enforce the terms hereof or declare the rights
      of the parties hereunder, the prevailing party in any such action, on trial
      or
      appeal, shall be entitled to recover from the other party the reasonable costs
      and attorneys’ fees incurred in connection with such action. For purposes of
      this provision, in any action or proceeding instituted by Landlord based upon
      any default or alleged default by Tenant hereunder, Landlord shall be deemed
      the
      prevailing party if: (i) judgment is entered in favor of Landlord or (ii) prior
      to trial or judgment Tenant shall pay all or substantially all of the Rent
      and
      charges claimed by Landlord, eliminate the condition(s), cease the act(s) or
      otherwise cure the omission(s) claimed by Landlord to constitute a default
      by
      Tenant hereunder. Any expenses incurred in collection of sums due, whether
      action is brought or not, and any attorneys’ fees incurred in collection payment
      will be charged to Tenant.




**Section
      34.**  **Relocation
      of Tenant.**




At
      any
      time after the date of this Lease, Landlord may substitute for the Premises,
      other premises in the Building (the “New Premises”), in which event the New
      Premises shall be deemed to be the Premises for all purposes under this Lease,
      provided that (i) the New Premises shall be substantially similar to the
      Premises in area and configuration; (ii) if Tenant is then occupying the
      Premises, Landlord shall pay the actual and reasonable expenses of physically
      moving Tenant, its property and equipment to the New Premises, along with a
      supply of new stationery, business cards, and the like reflecting the address
      of
      the new Premises, not to exceed Five Hundred Dollars ($500.00); (iii) Landlord
      shall give Tenant not less than sixty (60) days’ prior written notice of such
      substitution; and (iv) Landlord, at its expense, shall improve the New Premises
      with improvements substantially similar to those in the Premises at the time
      of
      such substitution, if the Premises are then improved.




**Section
      35.**  **Notices.**




All
      notices, demands or requests provided for or permitted to be given pursuant
      to
      this Lease must be in writing and shall be personally delivered, sent by Federal
      Express or other reputable overnight courier service, or mailed by first class,
      registered or certified United States mail, return receipt requested, postage
      prepaid. All notices, demands or requests to be sent pursuant to this Lease
      shall be deemed to have been properly given or served by delivering or sending
      the same in accordance with this Section, addressed to the parties hereto at
      their respective addresses listed in the Basic Lease Information. Notices,
      demands or requests sent by mail or overnight courier service as described
      above
      shall be effective upon deposit in the mail or with such courier service.
      However, the time period in which a response to any such notice, demand or
      request must be given shall commence to run from (i) in the case of delivery
      by
      mail, the date of receipt on the return receipt of the notice, demand or request
      by the addressee thereof, or (ii) in the case of delivery by Federal Express
      or
      other overnight courier service, the date of acceptance of delivery by an
      employee, officer, director or partner of Landlord or Tenant. Rejection or
      other
      refusal to accept or the inability to deliver because of changed address of
      which no notice was given, as indicated by advice from Federal Express or other
      overnight courier service or by mail return receipt, shall be deemed to be
      receipt of notice, demand or request sent. Notices may also be served by
      personal service upon any officer, director or partner of Landlord or Tenant,
      and shall be effective upon such service. By giving to the other party at least
      thirty (30) days written notice thereof, either party shall have the right
      from
      time to time during the term of this Lease to change their respective addresses
      for notices, statements, demands and requests, provided such new address shall
      be within the United States of America.


22


**Section
      36.**  **Tenant
      Authority.**




Tenant
      represents and warrants to Landlord that it has full authority and power to
      enter into and perform its obligations under this Lease, that the person
      executing this Lease is fully empowered to do so, and that no consent or
      authorization is necessary from any third party. Landlord may request that
      Tenant provide Landlord evidence of Tenant’s authority.




**Section
      37.**  **Exhibits.**




The
      exhibits specified in the Basic Lease Information are attached to this Lease
      and
      by this reference made a part of it.




**Section
      38.**  **Option
      to Renew.**




(a)  Exercise
      of Option to Renew .
      Tenant
      shall have one (1) five (5) year option to renew the Term of this Lease (the **“Option
      to Renew”** ).
      Tenant
      shall only have the right to exercise the Option to Renew if: (a) no monetary
      default has occurred at any time; (b) not more than two (2) Events of Default
      have occurred at any time during the Term; (c) no event has occurred at the
      time
      of Tenant’s exercise of the Option to Renew that with notice and the passage of
      time would constitute a default; and (d)Tenant has not assigned this Lease
      or
      subleased any portion of the Premises, even if Landlord’s consent has been
      obtained or is not required under this Lease with respect thereto, and whether
      by operation of law or otherwise. Tenant shall exercise the Option to Renew,
      if
      at all, by providing Landlord with written notice of Tenant’s unconditional and
      irrevocable election to exercise the Option to Renew at least twelve (12) months
      prior to the expiration of the Term. Tenant’s notice shall be given in
      accordance with the notice provision of this Lease, and Tenant shall be required
      to provide documentation that the Option to Renew was timely exercised in order
      to effectively exercise the Option to Renew.





(b)  Base
      Rent Under Option to Renew .
      If
      Tenant validly exercises the Option to Renew in accordance with Section 38(a),
      then the Base Rent shall be the fair market rental value of the Premises, as
      determined under Section 38(c) below, but in no event less than the Base Rent
      as
      of the expiration of the Term.


23


(c)  Procedure
      for Determination of Base Rent Under Option to Renew .
      Within
      thirty (30) days after receiving notification from Tenant of its intention
      to
      exercise the Option to Renew, provided that Tenant has validly exercised the
      Option to Renew, Landlord shall provide Tenant with Landlord's written statement
      of the new proposed Base Rent for each year of the term of the Option to Renew
      (the **“Option
      Term”** ).
      If
      Tenant, in good faith, disagrees or otherwise disputes Landlord's determination
      of the new Base Rent for each year of the Option Term, then it must do so within
      thirty (30) days after receiving Landlord's notification of the same, otherwise,
      Landlord’s determination shall be binding. If Tenant properly disputes
      Landlord’s determination, then the parties shall seek to determine the new Base
      Rent for each year of the Option Term by way of good faith negotiations
      concluded within thirty (30) days after the date of Tenant's notice of dispute.
      If, after such good faith negotiations, the parties are still not able to agree
      upon the Base Rent for each year of the Option Term, then the determination
      of
      Base Rent shall be determined by arbitration in accordance with the following
      procedures (the **“Arbitration
      Procedures”** ):





(i)  Each
      party shall, at their own expense, designate a real estate broker with at least
      ten (10) years experience in leasing comparable commercial properties in the
      San
      Francisco market;




(ii)  The two
      (2) real estate brokers shall each select a similarly qualified, independent
      real estate broker, whose expenses shall be shared equally by Landlord and
      Tenant;




(iii)  The
      three
      (3) real estate brokers shall, after soliciting, accepting and reviewing such
      information and documentation as they may deem necessary and appropriate,
      including that submitted by either party, within thirty (30) days after
      appointment, prepare a statement of what they consider the fair market value
      of
      the Base Rent should be, taking into account (i) the prevailing market rental
      for similar space in other buildings in the City of San Francisco and
      immediately surrounding areas that are of comparable quality, and (ii) all
      pertinent factors typically considered by qualified brokers, including but
      not
      limited to the length of term, use, quality of services provided, operating
      expense payments, location and/or floor level within the applicable building,
      definition of net rentable areas, leasehold improvements provided, quality,
      age
      and location of the applicable building, tenant clientele of the Building,
      and
      the time the particular rate under consideration became effective;
      and




(iv)  Once
      the
      three (3) real estate brokers reach their conclusions, then the two (2) closest
      figures for Base Rent shall be averaged (with the third statement not utilized),
      and the amount so calculated being the Base Rent amount which shall be binding
      on the parties for the term specified by the Option to Renew.




If
      either
      party fails to designate their real estate broker as set forth in this Section
      within twenty-one (21) days, then the real estate broker selected by the other
      party shall act alone and his/her determination shall be
      binding.


24





The
      parties have executed this Lease as of the date first set forth
      above.


Landlord:
                
                Tenant:AE-HAMM’S
                    PROPERTY OWNER LLC,
                
                JAVA
                    DETOUR, INC.,a
                    Delaware limited liability company
                
                a
                    Delaware corporation
 By:
                AE-Hamm’s
                    Manager LLC,a
                    Delaware limited liability company
                
                By:
                /s/
                    Michael BinningerIts
                    managerName:
                Michael
                    Binninger
 By:
                /s/
                    Jason Terp
                
                Its:
                Chief
                    Executive OfficerName:
                Jason
                    TerpBy:
                /s/
                    Ronald SandsIts:
                Vice
                    PresidentName:
                Ronald
                    SandsIts:
                Chief
                    Financial Officer
 25


**EXHIBIT
      A**




**DESCRIPTION
      OF THE PREMISES**


1


**EXHIBIT
      B**


**Workletter
      Agreement**




1.  Landlord
      will paint the interior office walls an accent color selected by Tenant. The
      interior brick will be left exposed.


1


**EXHIBIT
      C**




**OMITTED**


1


**EXHIBIT
      D**




**RULES
      AND REGULATIONS**




1.  ACCESS:
      The sidewalks, halls, passages, exits, entrances, elevators, and stairways
      of
      the Building shall not be obstructed by any of the tenants or used for any
      purpose other than for ingress to and egress from their respective Premises.
      The
      halls, passages, exits, entrances, elevators, and stairways are not for the
      general public, and Landlord shall in all cases retain the right to control
      and
      prevent access to them by all persons whose presence in the judgment of Landlord
      would be prejudicial to the safety, character, reputation, and interests of
      the
      Building and its tenants. However, nothing herein shall be construed to prevent
      access to persons with whom any tenant normally deals in the ordinary course
      of
      business, unless these persons are engaged in illegal activities. No tenant,
      no
      employer or invited guest shall go on the roof of the Building without the
      prior
      consent of Landlord and said consent shall not be unreasonably
      withheld.




2.  SIGNS:
      A
      sign, placard, picture, name, advertisement, or notice visible from the exterior
      of any tenant’s Premises shall not be inscribed, painted, affixed, or otherwise
      displayed by any tenant on any part of the Building without the prior written
      consent of Landlord. Landlord will adopt and furnish to tenants general
      guidelines relating to signs inside the Building on the office floors. Material
      visible from outside the Building will not be permitted.




3.  PREMISES
      USES:




a.  The
      Premises of each tenant shall not be used for the storage of merchandise held
      for sale to the general public or for lodging. No cooking shall be done or
      permitted by any tenant on the Premises, except that (a) each tenant may
      establish and operate a lunchroom facility for use by tenant’s employees, and
      (b) each tenant may use and install food and beverage vending machines and
      Underwriters’ Laboratory approved microwave ovens and equipment for brewing
      coffee, tea, hot chocolate, and similar beverages, provided that adequate
      provisions are made for venting and control of odors and all facilities and
      equipment are in accordance with all applicable federal, state, and city laws,
      codes, ordinances, rules, and regulations.




b.  Except
      with the prior consent of Landlord, no tenant shall sell, or permit the sale
      at
      retail, of newspapers, magazines, periodicals, theater tickets, or any other
      goods or merchandise to the general public in the Premises, nor shall any tenant
      carry on, permit, or allow any employee or other person to carry on the business
      of stenography, typewriting, or any similar business in or from the Premises
      for
      the service or accommodation of occupants of any other portion of the Building,
      nor shall the Premises of any tenant be used for manufacturing of any kind,
      or
      any business or activity other than that specifically provided for in the
      tenant’s lease.




4.  JANITORIAL
      SERVICE: No tenant shall employ any person other than Landlord’s janitorial
      service for cleaning the Premises, unless otherwise approved by Landlord. No
      person other than those approved by Landlord shall be permitted to enter the
      Building to clean it. No tenant shall cause any unnecessary labor because of
      carelessness or indifference in the preservation of good order and cleanliness.
      Janitor service will not be furnished on nights when rooms are occupied after
      9:30 p.m. unless, by prior arrangement with Landlord, service is extended to
      a
      later hour for specifically designated rooms.


1




5.  KEYS:
      Landlord will furnish each tenant, free of charge, two keys to each door lock
      in
      the Premises. Landlord may make a reasonable charge for any additional keys.
      No
      tenant shall have any keys made. No tenant shall alter any lock or install
      a new
      or additional lock or any bolt on any door of the premises without the prior
      consent of Landlord which will not be unreasonably withheld. The tenant shall
      in
      each case furnish Landlord with a key for any lock. Each tenant, upon the
      termination of the tenancy, shall deliver to Landlord all keys to doors in
      the
      Building that have been furnished to the tenant.




6.  FREIGHT
      ELEVATOR: The freight elevator shall be available for use by all tenants in
      the
      Building, subject to reasonable scheduling, as Landlord deems appropriate.
      The
      persons employed to move equipment in or out of the Building must be acceptable
      to Landlord. Landlord shall have the right to prescribe the weight, size, and
      position of all equipment, materials, furniture, or other property brought
      into
      the Building. Heavy objects shall, if considered necessary by Landlord, stand
      on
      wood strips of a thickness necessary to properly distribute the weight. Landlord
      will not be responsible for loss of or damage to any property from any cause,
      and all damage done to the Building by moving or maintaining property shall
      be
      repaired at the expense of the tenant. Scheduling of the freight elevator for
      move ins and outs must be done through the Management Office or Lobby Security
      in order to provide door control to the vendor.




7.  FOUL,
      FLAMMABLE AND NOXIOUS SUBSTANCES: No tenant shall use or keep in the Premises
      or
      the Building any kerosene, gasoline, or inflammable or combustible fluid or
      material other than limited quantities reasonably necessary for the operation
      or
      maintenance of office equipment, and may not, without Landlord’s prior written
      approval, use any method of heating or air conditioning other than that supplied
      by Landlord. No tenant shall use or keep any foul, noxious, or hazardous gas
      or
      substance in the Premises, or permit or suffer the Premises to be occupied
      or
      used in a manner offensive or objectionable to Landlord or other occupants
      of
      the Building because of noise, odors, or vibrations, or interfere in any way
      with other tenants or those having business in the Building.




8.  BUILDING
      NAME, ADDRESS: Landlord shall have the right, exercisable without notice and
      without liability to any Tenant, to change the name and street address of the
      Building.




9.  BUILDING
      ACCESS: Landlord reserves the right to exclude from the Building between the
      hours of 6:00 p.m. and 7:00 a.m. and at all hours on Saturdays, Sundays, and
      legal holidays any person who does not present a proper access card or other
      identification as a tenant or an employee of a tenant, or who does not otherwise
      present proper authorization by a tenant for access to the premises. Each tenant
      shall be responsible for all persons for whom it authorizes access and shall
      be
      liable to Landlord for all acts of these persons. Landlord shall in no case
      be
      liable for damages for any error with regard to the admission to or exclusion
      from the Building of any person. In the case of invasion, mob, riot, public
      excitement, or other circumstances rendering an action advisable in Landlord’s
      opinion, Landlord reserves the right to prevent access to the Building during
      the continuance of the circumstance by any action Landlord deems
      appropriate.


2


10.  DIRECTORY:
      A directory of the Building will be provided to display the name and location
      of
      tenants, their subtenants, and a reasonable number of the principal officers
      and
      employees of tenants, and Landlord reserves the right to exclude any other
      names. Any additional name that a tenant desires to have added to the directory
      shall be subject to Landlord’s approval and may be subject to a
      charge.




11.  WINDOW
      COVERINGS: No curtains, draperies, blinds, shutters, shades, screens, or other
      coverings, hangings, or decorations shall be attached to, hung, or placed in,
      or
      used in connection with any exterior window in the Building without the prior
      consent of Landlord. If consented to by Landlord, these items shall be installed
      on the office side of the standard window covering and shall in no way be
      visible from the exterior of the Building.




12.  DELIVERY
      COMPANIES: Messenger services and suppliers of bottled water, food, beverages,
      and other products or services shall be subject to reasonable regulations as
      may
      be adopted by Landlord.




13.  DOOR
      /
      APPLIANCE SECURITY: Each tenant shall see that the doors of the premises are
      closed and locked and that all water faucets or apparatus, cooking facilities,
      and office equipment, excluding office equipment required to be operative at
      all
      times, are shut off before the tenant or employees leave the Premises at night,
      so as to prevent waste or damage. For any default or carelessness in this regard
      the tenant shall be responsible for any damage sustained by other tenants or
      occupants of the Building or Landlord. On multiple-tenancy floors, tenants
      shall
      keep the doors to the Building corridors closed at all times except for ingress
      and egress.




14.  RESTROOM
      USE: The toilets, urinals, wash bowls, and other rest room facilities shall
      not
      be used for any purpose other than that for which they were constructed. No
      foreign substance of any kind shall be thrown in them, and the expense of any
      breakage, stoppage, or damage resulting from the violation of this rule shall
      be
      borne by the tenant who, or whose employees or invitees, have caused
      it.




15.  MOTORCYCLES,
      SCOOTERS, BICYCLES: No motorcycles or motor scooters shall be parked or stored
      anywhere in the Building other than the garage of the Building, and no bicycles
      may be parked or stored anywhere in the Building other than in facilities
      provided in the garage or other areas designated by Landlord from time to
      time.




16.  HAND
      TRUCK, DOLLY USE: Hand trucks or other material handling equipment, except
      those
      equipped with rubber tires and side guards, may not be used in any portion
      of
      the Building unless approved by Landlord.




17.  REFUSE:
      Each tenant shall store refuse within that tenant’s premises. No material of a
      nature that it may not be disposed of in the ordinary and customary manner
      of
      removing and disposing of refuse in the city of San Francisco without being
      in
      violation of any law or ordinance governing this disposal shall be placed in
      the
      refuse boxes or receptacles. All refuse disposal shall be made only through
      entryways and elevators provided for these purposes and at the times Landlord
      shall designate.


3


18.  NO
      SOLICITING: Canvassing, peddling, soliciting, and distributing handbills or
      any
      other written materials in the Building is prohibited, and each tenant shall
      cooperate to prevent this type of occurrence.




19.  NO
      SMOKING: Smoking of cigarettes, cigars, pipes, or any other form of tobacco
      is
      prohibited in the Building. Tenant shall not permit its employees, guest or
      invitees to smoke in any portion of the Building or Premises.




20.  TENANT
      REQUESTS: The requirements of the tenants will be attended to on application
      by
      telephone, facsimile or letter or in person at the office of the Building.
      Employees of Landlord shall not perform any work or do anything outside of
      their
      regular duties unless under special instructions from Landlord.




21.  MOVES:
      All moves in and out of the building must be scheduled at least two weeks in
      advance with Management Office. The name, phone number and contact person of
      the
      Moving Company is required. The freight elevator will be reserved for the move.
      If two moves occur on the same day, the freight elevator must be shared. The
      Moving Company must furnish a Certificate of Insurance at least 48 hours in
      advance of the move, naming both Landlord and Landlord’s Management Company as
      co-insureds. Any after-hours moves must be approved beforehand with the
      Management Office.




22.  AFTER
      HOURS EVENTS: Any after hours events, including classes, presentations, parties,
      open houses, etc., to which members of the public have been invited need to
      be
      coordinated with the Management Office two to four weeks in advance of the
      event. An “after hours event” is defined as an event which takes place, or still
      be in process after 5:00pm Monday through Friday or on the weekend. Additional
      Security must be hired for such an event and the cost billed to the Tenant.
      Hamm’s Management Office hires the security officers from the security company
      currently servicing our building.




23.  ALCOHOLIC
      BEVERAGES: Any tenant who plans to serve alcoholic beverages in the Hamm’s
      Building must obtain a Certificate of Insurance that includes Liquor Liability
      coverage, and furnish proof of same to the Management Office.




24.  NO
      OPEN
      FLAMES: No open flames are allowed at any time. This includes candles for
      ambiance, as well as open flames in warming plates or other catering equipment.
      Open flames are strictly prohibited in the Hamm’s Building. The Hamm’s Life
      Safety Director must inspect (at the start of the event) any warming equipment
      used by a caterer servicing the Hamm’s tenant event.




25.  LOADING
      DOCK USE: If a tenant needs access to the loading dock for items being moved
      in
      or out, please contact the Management Office to get approval. The Management
      Office will then schedule and coordinate the use with the
      tenant.


4


26.  NOTIFICATION
      OF VENDOR WORK: All tenants must notify Management Office at least 24 hours
      in
      advance of vendors scheduled to do work in their suite, except in an emergency.
      In an emergency, prompt notification must be given to the Management Office
      as
      soon as the vendor has been scheduled. If this is a new vendor, such vendor
      must
      supply the Management Office with an Original Certificate of Insurance that
      meets building requirements ****** ***prior
      to doing any work*** ****** in
      a
      Tenant’s suite. These vendors include phone vendors, furniture vendors, moving
      companies, vendors doing tenant improvement or alteration work (see below),
      or
      any other service providers.




27.  TENANT
      IMPROVEMENTS / ALTERATIONS: No tenant improvements, alterations or other
      construction or modification work can take place without the prior written
      consent of the Management Office.




28.  DOGS
      AND
      OTHER PETS: Tenant may bring pets into the Building subject to such reasonable
      Rules and Regulations and regulations as Landlord may establish so that they
      do
      not disturb other tenants of the Building. Pets other than dogs must receive
      specific written permission from Landlord. All dogs entering the building must
      be up to date on vaccinations and wearing a rabies tag. All dogs must be quiet
      and under control at all times. A responsible person must accompany dogs at
      all
      times. Please ask before you allow your dog to approach another dog, or before
      you attempt to pet someone else’s dog; this is to insure the safety of tenants
      and visitors, as not all dogs are “approachable”. All dogs walking within the
      common areas of the building such as the lobby, elevators, hallways and
      restrooms must be leashed at all times. We reserve the right to ask anyone
      with
      an overly aggressive or destructive dog to leave.




29.  WAIVER:
      Landlord may waive any one or more of these Rules and Regulations for the
      benefit of any particular tenant, so long as Tenant’s use of the Premises is not
      adversely affected by the waiver, and no waiver by Landlord shall be construed
      as a waiver of the Rules and Regulations in favor of any other tenant, nor
      prevent Landlord from later enforcing any of the Rules and Regulations against
      any of the tenants of the Building.




30.  EFFECT:
      These Rules and Regulations are in addition to, and shall not be construed
      to
      modify or amend, in whole or in part, the terms, covenants, agreements, and
      conditions of any lease of Premises in the Building.




31.  COMPLIANCE:
      Tenant shall comply with these Rules and Regulations and after notice, with
      all
      reasonable modifications and additions to these Rules and Regulations, from
      time
      to time promulgated in writing by Landlord. Landlord shall not be responsible
      to
      Tenant for the nonperformance of any of these Rules and Regulations by any
      other
      tenant or occupant of the Building, but Landlord shall take reasonable steps
      to
      enforce any Rules and Regulations, the nonperformance of which by other tenants,
      materially and adversely affects Tenant in the use of the Premises. However,
      if
      any rule conflicts with any term, covenant, or condition of this Lease, this
      Lease shall prevail. In addition, no rule, or any subsequent amendments to
      it
      adopted by Landlord shall alter, reduce, or adversely affect any of Tenant’s
      rights or enlarge Tenant’s obligations under this Lease.




32.  CHANGES:
      Landlord reserves the right to make other reasonable Rules and Regulations
      as
      Landlord judges may be needed for the safety, care, and cleanliness of the
      Building, and for the preservation of good order, provided that Tenant’s use and
      occupancy of the Premises shall not be adversely affected by other Rules and
      Regulations.


5


**Schedule
      1**




**Tenant
      Construction Standards And Requirements**




Tenants
      and its contractors shall follow the Construction Standards and Requirements
      when doing any Alterations, Tenant Work or construction in the Building. Each
      contractor must sign these Tenant Construction Standards and Requirements prior
      to its commencement of any work to acknowledge that it will abide by these
      standards and requirements. ALL WORK OF ANY KIND, INCLUDING CABLING,
      INSTALLATION OF WORK STATIONS, MOVE-INS/OUTS, CONSTRUCTION, ETC. MUST BE
      COORDINATED AND APPROVED IN WRITING BY THE MANAGEMENT OFFICE PRIOR TO START
      OF
      WORK. IN ADDITION, A CERTIFICATE OF INSURANCE FOR THE VENDOR MUST BE ON FILE
      WITH THE MANAGEMENT OFFICE.




1.
            APPROVAL
                OF PLANS AND SPECIFICATIONS: Except as otherwise expressly set forth
                in
                the Lease or the Workletter (if any), all work and all space plans,
                construction drawings, details, changes to the drawings must have
                the
                prior written approval of Landlord before any construction begins.
                Construction and design-build drawings for OTI-l, 2, 3, & 4 are to be
                approved in writing by the Management Office before drawings are
                submitted
                for permit. Overlaying of the ceiling lighting, mechanical, and fire
                sprinkler drawings is to be done before any work starts, to eliminate
                any
                conflict of installation between these
                trades.




2.
            PERMITS,
                INSPECTIONS AND TESTING: All work in the Building must be permitted
                by the
                City of San Francisco and Tenant shall provide a copy of all permits
                to
                the Management Office. Separate electrical permit is to be taken
                out by
                the Electrified Furniture Partition installers. "Whips" for electrified
                furniture are to be approved by the City Electrical Inspector. The
                Fire
                Inspector/ Electrical Inspector shall approve the location and number
                of
                emergency lights and exit lights. All preliminary testing and City
                inspection testing of the fire alarm horns is to be done during
                non-business hours. Testing is to be done in the morning before 8:00
                and
                scheduled with the Management Office at least 48 hours in
                advance.




3.
            EMERGENCY
                CIRCUIT WIRING: All emergency circuit wiring is to be in its own
                separate
                conduit per code.




4.
            ADA
                COMPLIANCE: All sinks and sink cabinets are to meet ADA
                requirements.




5.
            EMERGENCY
                LIGHTING: Emergency / Night Light and strobe light are required in
                all
                conference rooms per S.F .F .D. All emergency lights and exit lights
                are
                to be tied into the building's emergency
                generator.




6.
            SMOKE
                AND FIRE ALARMS: All fire alarm wiring is to be in its own separate
                conduit per code. Smoke and duct detectors are to be installed per
                S.F.
                Fire Department requirements.




6


7.
            PERFORMANCE
                OF LIFE SAFETY WORK AND LIFE SAFETY REQUIREMENT: All life safety
                work must
                be coordinated with the building’s Life Safety Contractor. Contact
                Building Chief Engineer via the Management Office for relevant
                information.




8.
            STRUCTURAL
                ENGINEER: The building’s Structural Engineer must be contacted for all
                structural questions and to review all structural drawings. Contact
                Building Chief Engineer via Management Office for relevant information.




9.
            EXTERIOR
                WINDOW WALLS: If the exterior window wall of the building is to be
                modified in any way (i.e., to accommodate outside air), details are
                to be
                submitted and approved in writing by the Building Management Office
                before
                material is ordered and work is
                started.




10.
            HAZARDOUS
                MATERIALS: Tenant and/or its contractors should make no assumptions
                concerning the presence or absence of hazardous or toxic materials,
                including lead paint and other substances. Any construction work
                which
                disturbs existing conditions shall be brought to the attention of
                Landlord
                immediately to enable Landlord to schedule tests and/or cleanup work,
                if
                any, which it deems necessary.




11.
            INSURANCE
                CERTIFICATES: Prior to beginning any work in the Building, all contractors
                performing work in the Building shall furnish Landlord a Certificate
                of
                Insurance in the required insurance limits, conforming to the requirements
                set forth in the Lease.




12.
            SECURITY:
                All contractors, subcontractors, workers, employees and delivery
                persons
                must sign in and out at the Security Desk whenever in the
                Building.




13.
            COVERING
                OF FLOORS: All common area flooring is to be covered in the area
                of
                construction. Walls and doors are to be protected against damage
                as
                needed. Dampened (not wet) scrap carpet is to be used to wipe feet
                when
                leaving the construction area. The contractor is responsible for
                keeping
                the carpet damp.




14.
            USE
                OF FREIGHT ELEVATOR AND LOADING DOCK: All contractors, subcontractors,
                workers, employees and delivery persons are to use the Freight Elevator
                only. All stocking of materials must be done through the loading
                dock
                only.




15.
            NORMAL
                CONSTRUCTION HOURS AND AFTER HOURS WORK: Normal construction hours
                are
                from 7:00 a.m. to 6:30 p.m. Monday through Friday. Work during
                non-business hours is to be scheduled with the Management Office
                48 hours
                in advance.




16.
            LIMITATION
                OF PERFORMANCE OF CERTAIN WORK: No roto-hammering, core drilling,
                or loud
                noise is allowed from 8:00 a.m. to 5:30 p.m. Monday through Friday.
                Any of
                the above must be scheduled with the Management Office at least 48
                hours
                before work starts. No gas-powered equipment is allowed in the Building.
                All power shut-downs are to be approved in writing by the Building
                Management Office and all affected tenants before any shut down
                occurs.




7


17.
            MECHANICAL
                / ELECTRICAL ROOMS: Locations of all equipment in the mechanical
                /
                electrical rooms must be approved in writing by the Management Office
                before work starts or any equipment is ordered or installed. Absolutely
                no
                storage is allowed in any mechanical / electrical rooms. If storage
                is
                required within a tenant space, a separate room is to be built for
                this.
                All penetrations in fire-rated walls are to be sealed with approved
                material and methods. Any electrical work done is to have a permit
                and be
                inspected by the City.




18.
            CONDENSATE
                PIPES: Condensate pumps are not allowed unless written approval has
                been
                given by the Management Office. Condensate piping is to be tied into
                the
                main condensate drain by "gravity fed"
                means.




19.
            GENERAL:
                All demolition and haul out to be done during non-business hours.
                Masonite
                must be laid over common area halls for protection during haul-out
                or
                haul-in. Mats must be kept at entrance to the work area for workmen
                to
                wipe their feet to prevent dust and debris from entering common
                areas.




20.
            KEYS
                AND MASTER LOCKS: All electronic locks (if used) are to have a manual
                key
                override, keyed to the building master and approved by the Fire
                Department.




21.
            PHONE/DATE
                CABLE: All phone / data cable installed in the Building common areas
                is to
                be in metal conduits. Locations of conduit supports or strapping
                is to be
                approved by the Facility Manager before work starts. All penetrations
                in
                fire-rated walls are to be sealed with approved material and methods.
                All
                phone equipment installed in the phone room is to be labeled with
                the
                tenant’s name and suite number.




22.
            PAINTING:
                Because of a sensitive Fire Alarm system, NO SPRAY PAINTING IS ALLOWED
                unless scheduled one week in advance. No oil-based paint is to be
                used
                (latex only.) Use appropriate coverings to protect fixtures, carpet,
                base
                boards, windowpanes and windowsills, and all furnishings. In addition,
                any
                paint splatter is to be cleaned up completely. Do not clean brushes,
                roller pans or any other painting supplies in the restrooms. It is
                preferred that painting be done during non-business hours. If this
                is done
                during normal business hours, the Hamm’s Building reserves the right to
                stop the painting if tenants complain of the odor or
                fumes.




23.
            HEAT
                PUMPS: Heat pumps are to be TRANE, unless written approval has been
                given
                by the Management Office. Heat pump locations are to be approved
                in
                writing by the Management Office before heat pumps are ordered. The
                size
                of the heat pumps must meet all the heating and cooling needs of
                the
                Tenant. Heat pump rooms are to be insulated for sound. Heat pumps
                are to
                be placed in such a way for easy access to filters, motors, belts,
                compressors and all other maintenance needs, such access to be
                pre-approved by Management Office.




24.
            THERMOSTATS:
                Thermostats are to be mercury bulb, Honeywell Tradeline, #Y594G-1252
                multistage heat pump thermostats.




25.
            SUPPLY
                AIR REGISTERS AND DUCTS: The supply air registers and ducts are to
                be
                designed and sized so that air noise is not an issue with
                Tenant.




8


26.
            WORKSHOP:
                Any area to be used as a workshop is to be approved in writing by
                the
                Management Office.




27.
            SUBMITTAL
                LOG: A submittal log is to be kept of all finishes, including but
                not
                limited to: paint, carpet, base, carpet seaming diagram, lighting,
                sand-blasted glass, doors (stain & grain), frames and hardware,
                occupancy sensors, electric locks, T -Stats, heat pumps, OTI-l, 2,
                3,
                & 4 drawings. These submittals have to be approved in writing by the
                Tenant and the Management Office before material is
                ordered.




28.
            SCHEDULING
                OF MOVES: All moves in and out of the Building must be scheduled
                at least
                two weeks in advance with Management Office. The name, phone number
                and
                contact person of the moving company is required. The freight elevator
                will be reserved for the move; however, if two moves are scheduled
                to
                occur on the same day, the freight elevator will be shared. The moving
                company must furnish a Certificate of Insurance at least 48 hours
                in
                advance of the move, naming both Landlord and Landlord’s Management
                Company as co-insureds.




29.
            GUARANTY
                OF CONSTRUCTION: All contractors shall provide a written guaranty
                of all
                work and material for a period of at least one year from date of
                final
                building inspection.




30.
            AS
                BUILT DRAWINGS: As-Built drawings of Electrical, Mechanical, Fire
                Sprinklers, Life Safety and architectural are to be submitted to
                the
                Management Office upon completion of
                work.




**CONTRACTOR:**




**The
      undersigned has read the Tenant Construction Building Standards and Requirements
      and agrees to abide by them.**




DateCompanySignatureName
                PrintedIts




9


**TABLE
        OF CONTENTS**


PageSECTION
                  1.
              DEFINITIONS
              3SECTION
                  2.
              PREMISES
              5SECTION
                  3.
              TERM;
                  CONDITION OF PREMISES
              5SECTION
                  4.
              RENTAL
              6SECTION
                  5.
              ESCALATION
                  RENT
              7SECTION
                  6.
              USE
                  AND ACCESS TO PREMISES
              8SECTION
                  7.
              SERVICES
              9SECTION
                  8.
              ALTERATIONS
              10SECTION
                  9.
              REPAIRS;
                  LANDLORD’S RESERVATION OF RIGHTS
              10SECTION
                  10.
              DAMAGE
                  OR DESTRUCTION
              11SECTION
                  11.
              SUBROGATION
              12SECTION
                  12.
              INSURANCE
              12SECTION
                  13.
              INDEMNIFICATION
              13SECTION
                  14.
              COMPLIANCE
                  WITH LEGAL REQUIREMENTS
              13SECTION
                  15.
              ASSIGNMENT
                  AND SUBLETTING
              14SECTION
                  16.
              RULES
                  AND REGULATIONS
              15SECTION
                  17.
              ENTRY
                  BY LANDLORD
              16SECTION
                  18.
              EVENTS
                  OF DEFAULT
              16SECTION
                  19.
              TERMINATION
                  UPON DEFAULT
              17SECTION
                  20.
              EMINENT
                  DOMAIN
              18SECTION
                  21.
              ESTOPPEL
                  CERTIFICATE
              18SECTION
                  22.
              SURRENDER
                  OF PREMISES; HOLDING OVER
              19SECTION
                  23.
              SECURITY
                  DEPOSIT
              20SECTION
                  24.
              LANDLORD’S
                  LIABILITY
              20SECTION
                  25.
              BROKERS
              20SECTION
                  26.
              SMOKING
              20SECTION
                  27.
              ENTIRE
                  AGREEMENT
              21SECTION
                  28.
              ILLEGALITY
                  OR UNENFORCEABILITY OF PORTION OF LEASE
              21SECTION
                  29.
              GOVERNING
                  LAW
              21SECTION
                  30.
              QUIET
                  ENJOYMENT
              21SECTION
                  31.
              SIGNAGE
              21SECTION
                  32.
              SUBORDINATION
              21


i





**TABLE
      OF CONTENTS** (cont.)


PageSECTION
                  33.
              ATTORNEYS
                  FEES
              22SECTION
                  34.
              RELOCATION
                  OF TENANT
              22SECTION
                  35.
              NOTICES
              22SECTION
                  36.
              TENANT
                  AUTHORITY
              23SECTION
                  37.
              EXHIBITS
              23SECTION
                  38.
              OPTION
                  TO RENEW
              23





Exhibit
      A—Legal Description


Exhibit
      B—Work Letter


Exhibit
      C—Omitted


Exhibit
      D—Rules and Regulations


ii