LEASE AGREEMENT

	______:	Milpitas 8

	OWNER:	1

	PROP:	0208

	UNIT:	1

	TENANT:	COM201

	SIC CODE:

	LEASE:	0208-COM201-01

THIS LEASE, made this       28th      day of      April     , 2000 between      JOHNARRILLAGA, Trustee, or his Successor      Trustee, UTA dated 7/20/77 (JOHN ARRILLAGA SURVIVOR'S TRUST) as amended, and RICHARD T. PEERY, Trustee, or his      Successor Trustee, UTA dated 7/20/77 (RICHARD T. PEERY SEPARATE PROPERTY TRUST) as amended      hereinafter called Landlord, and COM21, INC., a Delaware corporation, hereinafter called Tenant.

WITNESSETH:

Landlord hereby leases to Tenant and Tenant hereby hires and takes from Landlord those certain premises (the "Premises") outlined in red on Exhibit "A", attached hereto and incorporated herein by this reference(hereto more particularly described as follows:

All of that certain 51,600 plus or minus square foot, one-story building located at 800 Tasman Drive, Milpitas, California 95035.  Said Premises is m ore particularly shown within the area outlined in Red on Exhibit A attachedhereto.  The entire parcel, of which the Premises is a part, is shown within the area outlined in Green on Exhibit A attached.  The Premises shall be improved by Landlord as shown on Exhibit B attached hereto, and is leased on an "as-is" basis, in its present condition, and in the configuration as shown in Red on Exhibit Battached hereto.

As used herein the Complex shall mean and include all of the land outlined in Green and described in Exhibit "A", attached hereto, and all of the buildings, improvements, fixtures and equipment now or hereafter situated onsaid land.

Said letting and hiring is upon and subject to the terms, covenants and conditions hereinafter set forth and Tenant covenants as a material part of the consideration for this Lease to perform and observe each and all of said terms,covenants and conditions.  This Lease is made upon the conditions of such performance and observance.

- USE  
Tenant shall use the Premises only in conformance with applicable governmental laws, regulations, rules and ordinances for the purpose of General office, research and development, customer support labs, limited product sub-assembly and systemtesting, and storage uses necessary for Tenant to conduct Tenant's business, provided that such uses shall be in accordance with all applicable governmental laws and ordinances and for no other purpose.  Tenant shall not do or permit to be done in or about the Premises or the Complex nor bring or keep or permit to be brought or kept in or about the Premises or the Complex anything which is prohibited by or will in any wayincrease the existing rate (or otherwise affect) fire or any insurance covering the Complex or any part thereof, or any of its contents, or will cause a cancellation of any insurance covering the Complex or any part thereof, or any of its contents.Tenant shall not do or permit to be done anything in, on or about the Premises or the Complex which will in any way obstruct or interfere with the rights of other tenants or occupants of the Complex or injure or annoy them, or use or allow the Premises tobe used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises or the Complex.  No sale by auction shall be permitted on the Premises.  Tenant shall not place anyloads upon the floors, walls, ceiling, which endanger the structure, or place any harmful fluids or other materials in the drainage system of the building, or overload existing electrical or other mechanical systems.  No waste materials or refuse shall bedumped upon or permitted to remain upon any part of the Premises or outside of the building in which the Premises are a part, except in trash containers placed inside exterior enclosures designated by Landlord for that purpose or inside of the buildingproper where designated by Landlord.  No materials, supplies, equipment, finished products or semi-finished products, raw materials or articles of any nature shall be stored upon or permitted to remain outside the Premises or on any portion of common areaof the Complex.  No loudspreaker or other device, system or apparatus which can be heard outside the Premises shall be used in or at the Premises without the prior written consent of Landlord.  Tenant shall not commit or suffer to be committed any wastein or upon the Premises.  Tenant shall indemnify, defend and hold Landlord harmless against any loss, expense, damage, attorneys' fees, or liability arising out of failure of Tenant to comply with any applicable law.  Tenant shall comply with anycovenant, condition, or restriction ("CC&R's") affecting the Premises.  The provisions of this paragraph are for the benefit of Landlord only and shall not be construed to be for the benefit of any tenant or occupant of the Complex.
- TERM * 
The term of this Lease shall be for a period of 
     FIVE     
 (
     5     
) years (unless sooner terminated as hereinafter provided)and, subject to Paragraphs 2(B) and 3, shall commence on the 
     1st    
 day of 
     June     
, 
2000
 and end on the 
     31st     
 day 
    May     
 of 2005.
Possession of the Premises shall be deemed tendered and the term of this Lease shall commence when the first of the following occurs:
- One day after a Certificate of Occupancy is granted by the proper governmental agency, or, if the governmental agency having jurisdiction over the area in which the Premises are situated does not issue certificates of occupancy, then the same numberof days after certification by Landlord's architect or contractor that Landlord's construction work has been completed; or
- Upon the occupancy of the Premises by any of Tenant's operating personnel; or
When the Tenant Improvements have been substantially completed for Tenant's use and occupancy, in accordance and compliance with Exhibit B of this Lease Agreement; or

- As otherwise agreed in writing.

- POSSESSION  
If Landlord, for any reason whatsoever, cannot deliver possession of said premises to Tenant at the commencement of the said term, as hereinbefore specified, this Lease shall not be void or voidable; no obligation of Tenant shall be affected thereby;nor shall Landlord or Landlord's agents be liable to Tenant for any loss or damage resulting therefrom; but in that event the commencement and termination dates of the Lease, and all other dates affected thereby shall be revised to conform to the date ofLandlord's delivery of possession, as specified in Paragraph 2(b), above.  The above is, however, subject to the provision that the period of delay, of delivery of the premises shall not exceed     60      days from the commencement date herein (except those delays caused by Acts of God, strikes, war, utilities, governmental bodies, weather, unavailable materials, and delays beyond Landlord'scontrol shall be excluded in calculating such period) in which instance Tenant, at its option, may, by written notice to Landlord, terminate this Lease.
- RENT
*Basic Rent
.  Tenant agrees to pay to Landlord at such place as Landlord may designate without deduction, offset, prior notice, or demand, and Landlord agrees to accept as Basic Rent for the leased Premises the total sum of 
TWELVE MILLIONEIGHT HUNDRED FORTY EIGHT THOUSAND FOUR HUNDRED AND NO/100 ($12,848,400.00)
 Dollars in lawful money of the United States of America, payable as follows:

See Paragraph 43 for Basic Rent Schedule
*Time for Payment
.  In the event that the term of this Lease commences on a date other than the first day of a calendar month, on the date of commencement of the term hereof Tenant shall pay to Landlord as rent for the period from such date ofcommencement to the first day of the next succeeding calendar month that proportion of the monthly rent hereunder which the number of days between such date of commencement and the first day of the next succeeding calendar month bears to thirty (30).  Inthe event that the term of this Lease for any reason ends on a date other than the last day of a calendar month, on the first day of the last calendar month of the term hereof Tenant shall pay to Landlord as rent for the period from said first day of saidlast calendar month to and including the last day of the term hereof that proportion of the monthly rent hereunder which the number of days between said first day of said last calendar month and the last day of the term hereof bears to thirty (30).
*Late Charge
.  Notwithstanding any other provision of this Lease, if Tenant is in default in the payment of rental as set forth in this Paragraph 4 when due, or any part thereof, Tenant agrees to pay Landlord, in addition to the delinquentrental due, a late charge for each rental payment in default ten (10) days.  Said late charge shall equal ten (10%) percent of each rental payment so in default.
*Additional Rent
.  Beginning with the commencement date of the term of this Lease, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following:
- Tenant's proportionate share of all Taxes relating to the Complex as set forth in Paragraph 12 and 
- Tenant's proportionate share of all insurance premiums and deductibles relating to the Complex, as set forth in Paragraph 15, and 
- Tenant's proportionate share of expenses for the operation, management, maintenance and repair of the Building (including common areas of the Building) and Common Areas of the Complex in which the Premises are located as set forth in Paragraph 7, and
- All charges, costs and expenses, which Tenant is required to pay hereunder, together with all interest and penalties, costs and expenses including attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to paysuch amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease.  In the event of nonpayment by Tenant of Additional Rent Landlordshall have all the rights and remedies with respect thereto as Landlord has for nonpayment of rent.

The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent (i) within five days for taxes and insurance and within thirty days for all other Additional Rent Items after presentation of invoice from Landlord or Landlord's agentsetting forth such Additional Rent and/or (ii) at the option of Landlord, Tenant shall pay to Landlord monthly, in advance, Tenant's prorata share of an amount estimated by Landlord to be Landlord's approximate average monthly expenditure for suchAdditional Rent items, which estimated amount shall be reconciled within 120 days of the end of each calendar year or more frequently if Landlord so elects to do so at Landlord's sole and absolute discretion as compared to Landlord's actual expenditurefor said Additional Rent items, with Tenant paying to Landlord, upon demand, any amount of actual expenses expended by Landlord in excess of said estimated amount, or Landlord crediting to Tenant (providing Tenant is not in default in the performance ofany of the terms, covenants and conditions of this Lease) any amount of estimated payments made by Tenant in excess of Landlord's actual expenditures for said Additional Rent items.

The respective obligations of Landlord and Tenant under this paragraph shall survive the expiration or other termination of the term of this Lease, and if the term hereof shall expire or shall otherwise terminate on a day other than the last day of acalendar year, the actual Additional Rent incurred for the calendar year in which the term hereof expires or otherwise terminates shall be determined and settled on the basis of the statement of actual Additional Rent for such calendar year and shall beprorated in the proportion which the number of days in such calendar year preceding such expiration or termination bears to 365.
Fixed Management Fee
.  Beginning with the Commencement Date of the Term of this Lease, Tenant shall pay to Landlord or Landlord's Assignee, in addition to the Basic Rent and Additional Rent, a fixed monthly management fee ("ManagementFee") equal to three percent (3%) of the Basic Rent due for each month during the Lease Term.
*Place of Payment of Rent and Additional Rent
.  All Basic Rent hereunder and all payments hereunder for Additional Rent shall be paid to Landlord at the office of Landlord at 
     Peery/Arrillaga, File 1504, Box60000, San Francisco, CA  94160     
 or to such other person or to such other place as Landlord may from time to time designate in writing.
*Security Deposit
.  Concurrently with Tenant's execution of this Lease, Tenant shall deposit with Landlord the sum of FOUR HUNDRED SIXTY NINE THOUSAND FIVE HUNDRED SIXTY AND NO/100 ($469,560.00) Dollars.  Said sum shall be held by Landlord as aSecurity Deposit for the faithful performance by Tenant of all of the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during the term hereof.  If Tenant defaults with respect to any provision of this Lease, including, butnot limited to, the provisions relating to the payment of rent and any of the monetary sums due herewith, Landlord may (but shall not be required to) use, apply or retain all or any part of this Security Deposit for the payment of any other amount whichLandlord may spend by reason of Tenant's default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default.  If any portion of said Deposit is so used or applied, Tenant shall, within ten (10) daysafter written demand therefor, deposit cash with Landlord in the amount sufficient to restore the Security Deposit to its original amount.  Tenant's failure to do so shall be a material breach of this Lease.  Landlord shall not be required to keep thisSecurity Deposit separate from its general funds, and Tenant shall not be entitled to interest on such Deposit.  If Tenant fully and faithfully performs every provision of this Lease to be performed by it, the Security Deposit or any balance thereof shallbe returned to Tenant (or at Landlord's option, to the last assignee of Tenant's interest hereunder) at the expiration of the Lease term and after Tenant has vacated the Premises.  In the event of termination of Landlord's interest in this Lease, Landlordshall transfer said Deposit to Landlord's successor in interest whereupon Tenant agrees to release Landlord from liability for the return of such Deposit or the accounting therefor.
RULES AND REGULATIONS AND COMMON AREA
Subject to the terms and conditions of this Lease and such Rules and Regulations as Landlord may from time to time prescribe, Tenant and Tenant's employees, invitees and customers shall, in common with other occupants of the Complex in which thePremises are located, and their respective employees, invitees and customers, and others entitled to the use thereof, have the non-exclusive right to use the access roads, parking areas, and facilities provided and designated by Landlord for the generaluse and convenience of the occupants of the Complex in which the Premises are located, which areas and facilities are referred to herein as "Common Area".  This right shall terminate upon the termination of this Lease, Landlord reserves theright from time to time to make changes in the shape, size, location, amount and extent of Common Area.  Landlord further reserves the right to promulgate such reasonable rules and regulations relating to the use of the Common Area, and any part or partsthereof, as Landlord may deem appropriate for the best interests of the occupants of the Complex.  The Rules and Regulations shall be binding upon Tenant upon delivery of a copy of them to Tenant, and Tenant shall abide by them and cooperate in theirobservance.  Such Rules and Regulations may be amended by Landlord from time to time, with or without advance notice, and all amendments shall be effective upon delivery of a copy to Tenant.  Landlord shall not be responsible to Tenant for thenon-performance by any other tenant or occupant of the Complex of any of said Rules and Regulations.
Landlord shall operate, manage and maintain the Common Area.  The manner in which the Common Area shall be maintained and the expenditures for such maintenance shall be at the discretion of Landlord.
- PARKING  
Tenant shall have the right to use with other tenants or occupants of the Complex      193      parking spaces in the common parking areas of the Complex.  Tenant agrees, that Tenant, Tenant'semployees, agents, representatives and/or invitees shall not use parking spaces in excess of said      193      allocated to Tenant hereunder.  Landlord shall have the right, at Landlord's sole discretion, to specifically designate the location of Tenant's parking spaces within the commonparking areas of the Complex in the event of a dispute among the tenants occupying the building and/or Complex referred to herein, in which event Tenant agrees that Tenant, Tenant's employees, agents, representatives and/or invitees shall not use anyparking spaces other than those parking spaces specifically designated by Landlord for Tenant's use.  Said parking spaces, if specifically designated by Landlord to Tenant, may be relocated by Landlord at any time, and from time to time.  Landlordreserves the right, at Landlord's sole discretion, to rescind any specific designation of parking spaces, thereby returning Tenant's parking spaces to the common parking area.  Landlord shall give Tenant written notice of any change in Tenant's parkingspaces.  Tenant shall not, at any time, park, or permit to be parked, any trucks or vehicles adjacent to the loading areas so as to interfere in any way with the use of such areas, nor shall Tenant at any time park, or permit the parking of Tenant''trucks or other vehicles or the trucks and vehicles of Tenant'' supplier or others, in any portion of the common area not designated by Landlord for such use by Tenant.  Tenant shall not park nor permit to be parked, any inoperative vehicles or equipmenton any portion of the common parking area or other common areas of the Complex.  Tenant agrees to assume responsibility for compliance by its employees with the parking provision contained herein.  If Tenant or its employees park in other than suchdesignated parking areas, then Landlord may charge Tenant, as an additional charge, and Tenant agrees to pay, ten ($10.00) Dollars per day for each day or partial day each such vehicle is parked in any area other than that designated.  Tenant herebyauthorizes Landlord at Tenant's sole expense to tow away from the Complex any vehicle belonging to Tenant or Tenant's employees parked in violation of these provisions, or to attach violation stickers or notices to such vehicles.  Tenant shall use theparking areas for vehicle parking only, and shall not use the parking areas for storage.
- EXPENSES OF OPERATION, MANAGEMENT, AND MAINTENANCE OF THE COMMON AREAS OF THE COMPLEX  
As Additional Rent and in accordance with Paragraph 4D of this Lease, Tenant shall pay to Landlord Tenant's proportionate share (calculated on a square footage or other equitable basis as calculated by Landlord) of all expenses of operation,management, maintenance and repair of the Common Areas of the Complex including, but not limited to, license, permit, and inspection fees; security; utility charges associated with exterior landscaping and lighting (including water and sewer charges); allcharges incurred in the maintenance and replacement of landscaped areas, lakes, parking lots and paved areas (including repairs, replacement, resealing and restriping), sidewalks, driveways; maintenance, repair and replacement of all fixtures andelectrical, mechanical, and plumbing systems; structural elements and exterior surfaces of the buildings; salaries and employee benefits of personnel and payroll taxes applicable thereto; supplies, materials, equipment and tools; the cost of capitalexpenditures which have the effect of reducing operating expenses, provided, however, that in the event Landlord makes such capital improvements, Landlord may amortize its investment in said improvements (together with interest at the rate of fifteen(15%) percent per annum on the unamortized balance) as an operating expense in accordance with standard accounting practices, provided, that such amortization is not at a rate greater than the anticipated savings in the operating expenses.
"Additional Rent" as used herein *shall* not include Landlord's debt repayments; interest on charges; expenses directly or indirectly incurred by Landlord for the benefit of any other tenant; cost for the installation of partitioning orany other tenant improvements; cost of attracting tenants; depreciation; interest, or salaries of Landlord's employees.
- ACCEPTANCE AND SURRENDER OF PREMISES  
By entry hereunder, Tenant accepts the Premises as being in good and sanitary order, condition and repair and accepts the building and improvements included in the Premises in their present condition and without representation or warranty by Landlordas to the condition of such building or as to the use or occupancy which may be made thereof.  Any exceptions to the foregoing must be by written agreement executed by Landlord and Tenant, Tenant agrees on the last day of the Lease term, or on the soonertermination of this Lease, to surrender the Premises promptly and peaceably to Landlord in good condition and repair (damage by Acts of God, fire, normal wear and tear excepted), with all interior walls painted, or cleaned so that they appear freshlypainted, and repaired and replaced, if damaged; all floors cleaned and waxed; all carpets cleaned and shampooed; the airconditioning and heating equipment serviced by a reputable and licensed service firm and in good operating condition (provided themaintenance of such equipment has been Tenant's responsibility during the term of this Lease) together with all alterations, additions, and improvements which may have been made in, to, or on the Premises (except movable trade fixtures installed at theexpense of Tenant) except that Tenant shall ascertain from Landlord within thirty (30) days before the end of the term of this Lease whether Landlord desires to have the Premises or any part or parts thereof restored to their condition and configurationas when the Premises were delivered to Tenant and if Landlord shall so desire, then Tenant shall restore said Premises or such part or parts thereof before the end of this Lease at Tenant's sole cost and expense.  Tenant, on or before the end of the termor sooner termination of this Lease, shall remove all of Tenant's personal property and trade fixtures from the Premises, and all property not so removed on or before the end of the term or sooner termination of this Lease shall be deemed abandoned byTenant and title to same shall thereupon pass to Landlord without compensation to Tenant.  Landlord may, upon termination of this Lease, remove all moveable furniture and equipment so abandoned by Tenant, at Tenant's sole cost, and repair any damagecaused by such removal at Tenant's sole cost.  If the Premises be not surrendered at the end of the term or sooner termination of this Lease, Tenant shall indemnify Landlord against loss or liability resulting from the delay by Tenant in so surrenderingthe Premises including, without limitation, any claims made by any succeeding tenant founded on such delay.  Nothing contained herein shall be construed as an extension of the term hereof or as a consent of Landlord to any holding over by Tenant.  Thevoluntary or other surrender of this Lease or the Premises by Tenant or a mutual cancellation of this Lease shall not work as a merger and, at the option of Landlord, shall either terminate all or any existing subleases or subtenancies or operate as anassignment to Landlord of all or any such subleases or subtenancies.
- ALTERATIONS AND ADDITIONS  
Tenant shall not make, or suffer to be made, any alteration or addition to the Premises, or any part thereof, without the written consent of Landlord first had and obtained by Tenant, but at the cost of Tenant, and any addition to, or alteration of,the Premises, except moveable furniture and trade fixtures, shall at once become a part of the Premises and belong to Landlord.  Landlord reserves the right to approve all contractors and mechanics proposed by Tenant to make such alterations andadditions.  Tenant shall retain title to all moveable furniture and trade fixtures placed in the Premises.  All heating, lighting, electrical airconditioning, floor to ceiling partitioning, drapery, carpeting, and floor installations made by Tenant,together with all property that has become an integral part of the Premises, shall not be deemed trade fixtures.  Tenant agrees that it will not proceed to make such alteration or additions, without having obtained consent from Landlord to do so, anduntil five (5) days from the receipt of such consent.  In order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant's improvements.  Tenant will at all times permit such notices tobe posted and to remain posted until the completion of work.  Tenant shall, if required by Landlord, secure at Tenant's own cost and expense, a completion and lien indemnity bond, satisfactory to Landlord, for such work.  Tenant further covenants andagrees that any mechanic's lien filed against the Premises or against the Complex for work claimed to have been done for, or materials claimed to have been furnished to Tenant, will be discharged by Tenant, by bond or otherwise, within ten (10) days afterthe filing thereof, at the cost and expense of Tenant.  Any exceptions to the foregoing must be made in writing and executed by both Landlord and Tenant.
- TENANT MAINTENANCE  
Tenant shall, at its sole cost and expense, keep and maintain the Premises (including appurtenances) and every part thereof in a high standard of maintenance and repair, and in good and sanitary condition.  Tenant's maintenance and repairresponsibilities herein referred to include, but are not limited to, all windows, window frames, plate glass, glazing, truck doors, plumbing systems (such as water and drain lines, sinks, toilets, faucets, drains, showers and water fountains), electricalsystems (such as panels, conduits, outlets, lighting fixtures, lamps, bulbs, tubes, ballasts), heating and air-conditioning systems (such as compressors, fans, air handlers, duets, mixing boxes, thermostats, time clocks, boilers, heaters, supply andreturn grills), store fronts, roofs, downspouts, all interior improvements within the premises including but not limited to wall coverings, window coverings, carpet, floor coverings, partitioning, ceilings, doors (both interior and exterior, includingclosing mechanisms, latches, locks, skylights (if any), automatic fire extinguishing systems, and elevators and all other interior improvements of any nature whatsoever.  Tenant agrees to provide carpet shields under all rolling chairs or to otherwise beresponsible for wear and tear of the carpet caused by such rolling chairs if such wear and tear exceeds that caused by normal foot traffic in surrounding areas.  Areas of excessive wear shall be replaced at Tenant's dole expense upon Lease termination.Tenant hereby waives all rights under, and benefits of, subsection 1 of Section 1932 and Section 1941 and 1942 of the California Civil Code and under any similar law, statute or ordinance now or hereafter in effect.
- UTILITIES  
Tenant shall pay promptly, as the same become due, all charges for water, gas, electricity, telephone, telex and other electronic communications service, sewer service, waste pick-up and any other utilities, materials or services furnished directly toor used by Tenant on or about the Premises during the term of this Lease, including, without limitation, any temporary or permanent utility surcharge or other exactions whether or not hereinafter imposed.
Landlord shall not be liable for and Tenant shall not be entitled to any abatement or reduction of rent by reason of any interruption or failure of utility services to the Premises when such interruption or failure is caused by accident, breakage,repair, strikes, lockouts, or other labor disturbances or labor disputes of any nature, or by any other cause, similar or dissimilar, beyond the reasonable control of Landlord.
- TAXES 
As Additional Rent and in accordance with Paragraph 4D of this Lease, Tenant shall pay to Landlord Tenant's proportionate share of all Real Property Taxes, which prorata share shall be allocated to the leased Premises by square footage or otherequitable basis, as calculated by Landlord.  The term "Real Property Taxes", as used herein, shall mean (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen(including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership of the Complex) now or hereafter imposed byany governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy or use of, all or any portion of the Complex(as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord's interest therein; any improvements located within the Complex (regardless of ownership); the fixtures, equipment and other property ofLandlord, real or personal, that are an integral part of and located in the Complex; or parking areas, public utilities, or energy within the Complex; (ii) all changes, levies or fees imposed by reason of environmental regulation or other governmentalcontrol of the Complex; and (iii) all costs and fees (including attorneys' fees) incurred by Landlord in contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax.  If at any time during the term of this Leasethe taxation of assessment of the Complex prevailing as of the commencement date of this Lease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of achange in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Complex or Landlord's interest or (ii) on or measured by grossreceipts, income or rentals from the Complex, on Landlord's business of leasing the Complex, or computed in any manner with respect to the operation of the Complex, then any such tax or charge, however designated, shall be included within the meaning ofthe term "Real Property Taxes" for purposes of this Lease.  If any Real Property Tax is based upon property or rents unrelated to the Complex, then only that part of such real Property Tax that is fairly allocable to the Complex shall beincluded within the meaning of the term "Real Property Taxes".  Notwithstanding the foregoing, the term "Real Property Taxes" shall not include estate, inheritance, gift or franchise taxes of Landlord or the federal or state net incometax imposed on Landlord's income from all sources.  The term "Real Estate Taxes" shall also include supplemental taxes related to the period of Tenant's Lease Term whenever levied, including any such taxes that may be levied after the Lease Termhas expired.
*Taxes on Tenant's Property.
- Tenant shall be liable for and shall pay ten days before delinquency, taxes levied against any personal property or trade fixtures placed by Tenant in or about the Premises.  If any such taxes on Tenant's personal property or trade fixtures arelevied against Landlord or Landlord's property or if the assessed value of the Premises is increased by the inclusion therein of a value placed upon such personal property or trade fixtures of Tenant and if Landlord, after written notice to Tenant, paysthe taxes based on such increased assessment, which Landlord shall have the right to do regardless of the validity thereof, but only under proper protest if requested by Tenant.  Tenant shall upon demand, as the case may be, repay to Landlord the taxes solevied against Landlord, or the proportion of such taxes resulting from such increase in the assessment; provided that in any such event Tenant shall have the right, in the name of Landlord with Landlord's full cooperation, to bring suit in any court ofcompetent jurisdiction to recover the amount of any such taxes so paid under protest, and any amount so recovered shall belong to Tenant.
- If the Tenant improvements in the Premises, whether installed, and/or paid for by Landlord or Tenant and whether or not affixed to the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higherthan the valuation at which standard office improvements in other space in the Complex are assessed, then the real property taxes and assessments levied against Landlord or the Complex by reason of such excess assessed valuation shall be deemed to betaxes levied against personal property of Tenant and shall be governed by the provisions of 13Ba above.  If the records of the County Assessor are available and sufficiently detailed to serve as a basis for determining whether said Tenant improvements areassessed at a higher valuation than standard office improvements in other space in the Complex, such records shall be binding on both the Landlord and the Tenant.  If the records of the County Assessor are not available or sufficiently detailed to serveas a basis for making said determination, the actual cost of construction shall be used.
LIABILITY INSURANCE  

Tenant at Tenant's expense, agrees to keep in force during the term of this Lease a policy of commercial general liability insurance with a combined single limit coverage of not less than Two Million Dollars ($2,000,000) per occurrence for injuries toor death of persons occurring in, on or about the Premises or the Complex, and property damage insurance with limits of $500,000.  The policy or policies affecting such insurance, certificates of insurance of which shall be furnished to Landlord, shallname Landlord as additional insureds, and shall insure any liability of Landlord, contingent or otherwise, as respects acts or omissions of Tenant, its agents, employees or invitees or otherwise by any conduct or transactions of any of said persons in orabout or concerning the Premises, including any failures of Tenant to observe or perform any of its obligations hereunder; shall be issued by an insurance company admitted to transact business in the State of California; and shall provide that theinsurance effected thereby shall not be canceled, except upon thirty (30) days' prior written notice to Landlord.  If, during the term of this Lease, in the considered opinion of Landlord's Lender, insurance advisor, or counsel, the amount of insurancedescribed in this paragraph 13 is not adequate.  Tenant agrees to increase said coverage to such reasonable amount as Landlord's Lender, insurance advisor, or counsel shall deem adequate.
TENANT'S PERSONAL PROPERTY INSURANCE AND WORKMAN'S COMPENSATION INSURANCE  

Tenant shall maintain a policy or policies of fire and property damage insurance in "all risk" form with a sprinkler leakage endorsement insuring the personal property, inventory, trade fixtures, and leasehold improvements within the leasedPremises for the full replacement value thereof.  The proceeds from any of such policies shall be used for the repair or replacement of such items so insured.

Tenant shall also maintain a policy or policies of workman's compensation insurance and any other employee benefit insurance sufficient to comply with all laws.
PROPERTY INSURANCE  

Landlord shall purchase and keep in force and as Additional Rent and in accordance with Paragraph 4D of this Lease, Tenant shall pay to Landlord (or Landlord's agent if so directed by Landlord) Tenant's proportionate share (calculated on a squarefootage or other equitable basis as calculated by Landlord) of the deductibles on insurance claims and the cost of policy or policies of insurance covering loss or damage to the Premises and Complex in the amount of the full replacement value thereof,providing protection against those perils included within the classification of "all risks" insurance and flood and/or earthquake insurance, if available, plus a policy of rental income insurance in the amount of one hundred (100%) percent oftwelve (12) months Basic Rent, plus sums paid as Additional Rent and any deductibles related thereto.  If such insurance costs is increased due to Tenant's use of the Premises or the Complex.  Tenant agrees to pay to Landlord the full cost of suchincrease.  Tenant shall have no interest in nor any right to the proceeds of any insurance procured by Landlord for the Complex.

Landlord and Tenant do each hereby respectively release the other, to the extent of insurance coverage of the releasing party, from any liability for loss or damage caused by fire or any of the extended coverage casualties included in the releasingparty's insurance policies, irrespective of the cause of such fire or casualty; provided, however, that if the insurance policy of either releasing party prohibits such waiver, then this waiver shall not take effect until consent to such waiver isobtained.  If such waiver is so prohibited, the insured party affected shall promptly notify the other party thereof.
INDEMNIFICATION  

Landlord shall not be liable to Tenant and Tenant hereby waives all claims against Landlord for any injury to or death of any person or damage to or destruction of property in or about the Premises or the Complex by or from any cause whatsoever,including, without limitation, gas, fire, oil, electricity or leakage of any character from the roof, walls, basement or other portion of the Premises or the Complex but excluding, however, the willful misconduct or negligence of Landlord, its agents,servants, employees, invitees, or contractors of which negligence Landlord has knowledge and reasonable time to correct.  Except as to injury to persons or damage to property to the extent arising from the willful misconduct or the negligence of Landlord,its agents, servants, employees, invitees, or contractors.  Tenant shall hold Landlord harmless from and defend Landlord against any and all expenses, including reasonable attorneys' fees, in connection therewith, arising out of any injury to or death ofany person or damage to or destruction of property occurring in, on or about the Premises, or any part thereof, from any cause whatsoever.
COMPLIANCE  

Tenant, at its sole cost and expense, shall promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now or hereafter in effect; with the requirements of any board of fire underwriters or other similarbody now or hereafter constituted; and with any direction or occupancy certificate issued pursuant to law by any public officer; provided, however, that no such failure shall be deemed a breach of the provisions if Tenant, immediately upon notification,commences to remedy or rectify said failure.  The judgment of any court of competent jurisdiction or the admission of Tenant in any action against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any such law, statute,ordinance or governmental rule, regulation, requirement, direction or provision, shall be conclusive of that fact as between Landlord and Tenant.  This paragraph shall not be interpreted as requiring Tenant to make structural changes or improvements,except to the extent such changes or improvements are required as a result of Tenant's use of the Premises.  Tenant shall, at its sole cost and expense, comply with any and all requirements pertaining to said Premises, of any insurance organization orcompany, necessary for the maintenance of reasonable fire and public liability insurance covering the Premises.
LIENS  

Tenant shall keep the Premises and the Complex free from any liens arising out of any work performed, materials furnished or obligation incurred by Tenant.  In the event that Tenant shall not, within ten (10) days following the imposition of suchlien, cause the same to be released of record.  Landlord shall have, in addition to all other remedies provided herein and by law, the right, but no obligation, to cause the same to be released by such means as it shall deem proper, including payment ofthe claim giving rise to such lien.  All sums paid by Landlord for such purpose, and all expenses incurred by it in connection therewith, shall be payable to Landlord by Tenant on demand with interest at the prime rate of interest as quoted by the Bank ofAmerica.
ASSIGNMENT AND SUBLETTING.  

Tenant shall not assign, transfer, or hypothecate the leasehold estate under this Lease, or any interest herein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person or entityto occupy or use the Premises, or any portion thereof, without, in each case, the prior written consent of Landlord which consent will not be unreasonably withheld.  As a condition for granting this consent to any assignment, transfer, or subletting,Landlord shall require _______________________.  Tenant to pay to Landlord, as Additional Rent, all rents and/or additional consideration due Tenant from its assignees, transferees, or subtenants in excess of the rent payable by Tenant to Landlordhereunder require for the assigned, transferred and/or subleased space ("Excess Rent").  Tenant shall, by thirty (30) days written notice, advise Landlord of its intent to assign or transfer Tenant's interest in the Lease or sublet thePremise or any portion thereof for any part of the term hereof.  Within thirty (30) days after receipt of said written notice, Landlord may, in its sole discretion, elect to terminate this Lease as to the portion of the Premises described in Tenant'snotice on the date specified in Tenant's notice by giving written notice of such election to terminate.  If no such notice to terminate is given to Tenant within said thirty (30) day period, Tenant may proceed to locate an acceptable sublessee,assignee, or other transferee for presentment to Landlord for Landlord's approval, all in accordance with the terms, covenants, and conditions of this paragraph 19.  If Tenant intends to sublet the entire Premises and Landlord elects to terminatethis Lease, this Lease shall be terminated on the date specified in Tenant's notice.  If, however, this Lease shall terminate pursuant to the foregoing with respect to less than all the Premises, the rent, as defined and reserved hereinabove shall beadjusted on a pro rata basis to the number of square feet retained by Tenant, and this Lease as so amended shall continue in full force and effect.  In the event Tenant is allowed to assign, transfer or sublet the whole or any part of the Premises, withthe prior written consent of Landlord, no assignee, transferee or subtenant shall assign or transfer this Lease, either in whole or in part, or sublet the whole or any part of the Premises, without also having obtained the prior written consent ofLandlords.  A consent of Landlord to one assignment, transfer, hypothecation, subletting, occupation or use by any other person shall not release Tenant from any of Tenant's obligations hereunder or be deemed to be a consent to any subsequent similar ordissimilar assignment, transfer, hypothecation, subletting, occupation or use by any other person.  Any such assignment, transfer, hypothecation, subletting, occupation or use without such consent shall be void and shall constitute a breach of this Leaseby Tenant and shall, at the option of Landlord exercised by written notice to Tenant, terminate this Lease.  The leasehold estate under this Lease shall not, nor shall any interest therein, be assignable for any purpose by operation of law without thewritten consent of Landlord.  As a condition to its consent, Landlord shall require Tenant to pay all expenses in connection with the assignment, and Landlord shall require Tenant's assignee or transferee (or other assignees or transferees) to assume inwriting all of the obligations under this Lease and for Tenant to remain liable to Landlord under the Lease.  Notwithstanding the above, in no event will Landlord consent to a sub-sublease.
SUBORDINATION AND MORTGAGES  

In the event Landlord's title or leasehold interest is now or hereafter encumbered by a deed of trust, upon the interest of Landlord in the land and buildings in which the demised Premises are located, to secure a loan from a tender (hereinafterreferred to as "Lender") to Landlord, Tenant shall, at the request of Landlord or Lender, execute in writing an agreement subordinating its rights under this Lease to the lien of such deed of trust, or, if so requested, agreeing that the lien ofLender's deed of trust shall be or remain subject and subordinate to the rights of Tenant under this Lease.  Notwithstanding any such subordination, Tenant's possession under this Lease shall not be disturbed if Tenant is not in default and so long asTenant shall pay all rent and observe and perform all of the provisions set forth in this Lease.
ENTRY BY LANDLORD  

Landlord reserves, and shall at all reasonable times after at least 24 hours notice (except in emergencies) have, the right to enter the Premises to inspect them; to perform any services to be provided by Landlord hereunder to submit the Premises toprospective purchasers, mortgagers or tenants; to post notices of nonresponsibility; and to alter, improve or repair the Premises and any portion of the Complex, all without abatement of rent; and may erect scaffolding and other necessary structures in orthrough the Premises where reasonably required by the character of the work to be performed; provided, however that the business of Tenant shall be interfered with to the least extent that is reasonably practical.  For each of the foregoing purposes,Landlord shall at all times have and retain a key with which to unlock all of the doors in an emergency in order to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any of said means, or otherwise, shall not under anycircumstances be construed or deemed to be a forcible or unlawful entry into or a detainer of the Premises or an eviction, actual or constructive of Tenant from the Premises or any portion thereof.  Landlord shall also have the right at any time to changethe arrangement or location of entrances or passageways, doors and doorways, and corridors, elevators, stairs, toilets or other public parts of the Complex and to change the name, number or designation by which the Complex is commonly known, and none ofthe foregoing shall be deemed an actual or constructive eviction of Tenant, or shall entitle Tenant to any reduction of rent hereunder.
BANKRUPTCY AND DEFAULT  

The commencement of a bankruptcy action or liquidation action or reorganization action or insolvency action or an assignment of or by Tenant for the benefit of creditors, or any similar action undertaken by Tenant, or the insolvency of Tenant, shall,at Landlord's option, constitute a breach of this Lease by Tenant.  If the trustee or receiver appointed to serve during a bankruptcy, liquidation, reorganization, insolvency or similar action elects to reject Tenant's unexpired Lease, the trustee orreceiver shall notify Landlord in writing of its election within thirty (30) days after and order for relief in a liquidation action or within thirty (30) days after the commencement of any action.

Within thirty (30) days after court approval of the assumption of this Lease, the trustee or receiver shall cure (or provide adequate assurance to the reasonable satisfaction of Landlord that the trustee or receiver shall cure any and allprevious defaults under the unexpired Lease and shall compensate Landlord for all actual pecuniary loss and shall provide adequate assurance of future performance under said Lease to the reasonable satisfaction of Landlord.  Adequate assurance of futureperformances, as used herein, includes, but shall not be limited to:  (i) assurance of source an payment of rent, and other consideration due under this Lease; (ii) assurance that the assumption or assignment of this Lease will not breachsubstantially any provision, such as radius, location, use, or exclusivity provision, in any agreement relating to the above described Premises.

Nothing contained in this section shall affect the existing right of Landlord to refuse to accept an assignment upon commencement of or in connection with a bankruptcy, liquidation, reorganization or insolvency action or an assignment of Tenant forthe benefit of creditors or other similar act.  Nothing contained in this Lease shall be construed as giving or granting or creating an equity in the demised Premises to Tenant.  In no event shall the leasehold estate under this Lease, or any interesttherein, be assigned by voluntary of involuntary bankruptcy proceeding without the prior written consent of Landlord.  In no event shall this Lease or any rights or privileges hereunder be an asset of Tenant under any bankruptcy, insolvency orreorganization proceedings.

The failure to perform or honor any covenant, condition or representation made under this Lease shall constitute a default hereunder by Tenant under expiration of the appropriate grace period hereinafter provided.  Tenant shall have a period ofthirty (30) days from the date of written notice from Landlord within which to cure any other default under this Lease.  Upon an uncured default of this Lease by Tenant, Landlord shall have the following rights and remedies in addition to any otherrights or remedies available to Landlord at law or in equity:
The rights and remedies provided for by California Civil Code Section 1951.2, including but not limited to, recovery of 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 awardexceeds the amount of rental loss for the same period that Tenant proves could be reasonably avoided, as computed pursuant to subsection (b) of said Section 1951.2.  Any proof by Tenant under subparagraphs (2) and (3) of Section 1951.2of the California Civil Code of the amount of rental loss that could be reasonably avoided shall be made in the following manner:  Landlord and Tenant shall each select a licensed real estate broker in the business of renting property of the same type anduse as the Premises and in the same geographic vicinity.  Such two real estate brokers shall select a licensed real estate broker in the business of renting property of the same type and use as the Premises and in the same geographic vicinity.  Such tworeal estate brokers shall select a third licensed real estate broker, and the three licensed real estate brokers so selected shall determine the amount of the rental loss that could be reasonably avoided from the balance of the term of this Lease afterthe time of award.  The decision of the majority of said licensed real estate brokers shall be final and binding upon the parties hereto.
The rights and remedies provided by California Civil Code Section which allows Landlord to continue the Lease in effect and to enforce all of its rights and remedies under this Lease.  Including the right to recover rent as it becomes due, for solong as Landlord does not terminate Tenant's right to possession; acts of maintenance or preservation, efforts to relet the Premises, or the appointment of a receiver upon Landlord's initiative to protect its interest under this Lease shall not constitutea termination of Tenant's right to possession.
The right to terminate this Lease by giving notice to Tenant in accordance with applicable law.
To the extent permitted by law, the right and power, to enter the Premises and remove therefrom all persons and property, to store such property in a public warehouse or elsewhere at the cost of and for the account of Tenant, and to sell suchproperty and apply such proceeds therefrom pursuant to applicable California law.  Landlord, may from time to time sublet the Premises or any part thereof for such term or terms (which may extend beyond the term of this Lease) and at such rent and suchother terms as Landlord in its sole discretion may deem advisable, with the right to make alterations and repairs to the Premises.  Upon each subletting, (i) Tenant shall be immediately liable to pay Landlord, in addition to indebtedness other thanrent due hereunder, the cost of such subletting, including, but not limited to, reasonable attorneys' fees and any real estate commissions actually paid, and the cost of such alternations and repairs incurred by Landlord and the amount, if any, by whichthe rent hereunder for the period of such subletting (to the extent such period does not exceed the term hereof) exceeds the amount to be paid as rent for the Premises for such period or (ii) at the option of Landlord, rents received from suchsubletting shall be applied first to payment of indebtedness other than rent due hereunder from Tenant to Landlord; second to the payment of any costs of such subletting and of such alterations and repairs:  third to payment of rend due and unpaidhereunder; and the residue, if any, shall be held by Landlord an applied in payment of future rent as the same becomes due hereunder.  If Tenant has been credited with any rent to be received by such subletting under option (i) and such rent shallnot be promptly paid to Landlord by the subtenant(s), or if such rentals received from such subletting under option (ii) during any month be less than that to be paid during that month by Tenant hereunder.  Tenant shall pay any such deficiency toLandlord.  Such deficiency shall be calculated and paid monthly.  No taking possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention be given to Tenant.Notwithstanding any such subletting without termination.  Landlord may at any time hereafter elect to terminate this Lease for such previous breach.
The right to have a receiver appointed for Tenant upon application by Landlord, to take possession of the Premises and to apply any rental collected from the Premises and to exercise all other rights and remedies granted to Landlord pursuant tosubparagraph d above.

ABANDONMENT  

Tenant shall not vacate or abandon the Premises at any during the term of the Lease and if Tenant shall abandon, vacate or surrender said Premises, or be dispossessed by the process of law, or otherwise, any personal property belonging to Tenant andleft on the Premises shall be deemed to be abandoned at the option of Landlord, except such property as may be mortgaged to Landlord.
DESTRUCTION  

In the event the Premises are destroyed in whole or in part from any cause, except for routine maintenance and repairs and incidental damage and destruction caused from vandalism and accidents for which Tenant is responsible for under Paragraph 10.  Landlord may, at its option:  

(a)	Rebuild or restore the Premises to their condition prior to the damage or destruction, or 

(b)	Terminate this Lease.  (providing that the Premises is damaged to the extent of 33 1/2% of the replacement cost).

If Landlord does not give Tenant notice in writing within thirty (30) days from the destruction of the Premises of its election to either rebuild and restore them, or to terminate this Lease.  Landlord shall be deemed to have elected to rebuildor restore them in which event Landlord agrees, at its expense, promptly to rebuild or restore the Premises to their condition prior to the damage or destructions.  Tenant shall be entitled to a reduction in rent while such repair is being made in theproportion that the area of the Premises rendered untenantable by such damage bears to the total area of the Premises.  If Landlord does not complete the rebuilding or restoration within one hundred eighty (180) days following the date of destruction(such period of time to be extended for delays caused by the fault or neglect of Tenant or because of Acts of God, acts of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy weather, inability to obtain materials, suppliesor fuels, acts of contractors or subcontractors, or delay of the contractors of subcontractors due to such causes or other contingencies beyond the control of Landlord), then Tenant shall have the right to terminate this Lease by giving fifteen (15)days prior written notice to Landlord.  Notwithstanding anything herein to the contrary, Landlord's obligation to rebuild or restore shall be limited to the building and interior improvements constructed by Landlord as they existed as of the commencementdate of the lease and shall not include restoration of Tenant's trade fixtures, equipment, merchandise, or any improvements, alterations or additions made by Tenant to the Premises, which Tenant shall forthwith replace or fully repair at Tenant's solecost and expense provided this Lease is not cancelled according to the provisions above.

Unless this Lease is terminated pursuant to the foregoing provisions, this Lease shall remain in full force and effect.  Tenant hereby expressly waives the provisions of Section 1932, Subdivision 2, in Section 1933, Subdivision of theCalifornia Civil Code.

In the event that the building in which the Premises are situated is damaged or destroyed to the extent of not less than 33 1/3% of the replacement cost thereof, Landlord may elect to terminate this Lease, whether the Premises be injured or not.Notwithstanding anything to the contrary herein, Landlord may terminate this Lease in the event of an uninsured event or if insurance proceeds are insufficient to cover one hundred percent of the rebuilding costs net of the deductible.
EMINENT DOMAIN  

If all or any part of the Premises shall be taken by any public or quasi-public authority under the power of eminent domain or conveyance in lieu thereof, this Lease shall terminate as to any portion of the Premises so taken or conveyed on the datewhen title vests in the condemnor, and Landlord shall be entitled to any and all payment, income, rent, award, or any interest therein whatsoever which may be paid or made in connection with such taking or conveyance, and Tenant shall have no claimagainst Landlord or otherwise for the value of any unexpired term of this Lease.  Notwithstanding the foregoing paragraph, any compensation specifically awarded Tenant for loss of business.  Tenant's personal property, moving cost or loss of goodwillshall be and remain the property of Tenant.

If (i) any action or proceeding is commenced for such taking of the Premises or any part thereof, or if Landlord is advised in writing by any entity or body having the right or power of condemnation of its intention to condemn the premises or anypart thereof, or (ii) any of the foregoing events occur with respect to the taking of any space in the Complex not leased hereby, or if any such spaces so taken or conveyed in lieu of such taking and Landlord shall decide to discontinue the use andoperation of the Complex, or decide to demolish, alter or rebuild the Complex, then, in any of such events Landlord shall the right to terminate this Lease by giving Tenant written notice thereof within sixty (60) days of the date of receipt of saidwritten advice, or commencement of said action or proceeding, or taking conveyance, which termination shall take place as of the first to occur of the last day of the calendar month next following the month in which such notice is given or the date onwhich title to the Premises shall vest in the condemnor.

In the event of such a partial taking or conveyance of the Premises, if the portion of the Premises taken or conveyed is so substantial that the Tenant can no longer reasonably conduct its business.  Tenant shall have the privilege of terminating thisLease within sixty (60) days from the date of such taking or conveyance, upon written notice to Landlord of its intention so to do, and upon giving of such notice this Lease shall terminate on the last day of the calendar month next following themonth in which such notice is given, upon payment by Tenant of the rent from the date of such taking or conveyance to the date of termination.

If a portion of the Premises be taken by condemnation or conveyance in lieu thereof and neither Landlord not Tenant shall terminate this Lease as provided herein, this Lease shall continue in full force and effect as to the part of the Premises not sotaken or conveyed, and the rent herein shall be apportioned as of the date of such taking or conveyance so that thereafter the rent to be paid by Tenant shall be in the ratio that the area of the portion of the Premises not so taken or conveyed bears tothe total area of the Premises prior to such taking.
SALE OR CONVEYANCE BY LANDLORD  

In the event of a sale or conveyance of the Complex or any interest therein, by any owner of the reversion then constituting Landlord, the transferor shall thereby be released from any further liability upon any of the terms, covenants or conditions(express or implied) herein contained in favor of Tenant, and in such event, insofar as such transfer is concerned.  Tenant agrees to look solely to the responsibility of the successor in interest of such transferor in and to the Complex and this Lease.This Lease shall not be affected by any such sale or conveyance, and Tenant agrees to attorn to the successor in interest of such transferor.
ATTORNMENT TO LENDER OR THIRD PARTY  

In the event the interest of Landlord in the land and buildings in which the leased Premises are located (whether such interest of Landlord is a fee title interest or a leasehold interest) is encumbered by deed of trust, and such interest is acquiredby the lender or any third party through judicial foreclosure or by exercise of a power of sale at private trustee's foreclosure sale.  Tenant hereby agrees to attorn to the purchaser at any such foreclosure sale and to recognize such purchaser as theLandlord under this Lease.  In the event the lien of the deed of trust securing the loan from a Lender to Landlord is prior and paramount to the Lease, this Lease shall nonetheless continue in full force and effect for the remainder of the unexpired termhereof, at the same rental herein reserved and upon all the other terms, conditions and covenants herein contained.
HOLDING OVER  

Any holding over by Tenant after expiration or other termination of the term of this Lease with the written consent of Landlord delivered to Tenant shall not constitute a renewal or extension of the Lease or give Tenant any rights in or to the leasedPremises except as expressly provided in this Lease.  Any holding over after the expiration or other termination of the term of this Lease, with the consent of Landlord, shall be construed to be a tenancy from month to month, on the same terms andconditions herein specified insofar as applicable except that the monthly Basic Rent shall be increased to an amount equal to one hundred fifty (150%) percent of the monthly Basic Rent required during the last month of the Lease term.
CERTIFICATE OF ESTOPPEL  

Tenant shall at any time upon not less than ten (10) days prior written notice to Landlord execute, acknowledge and deliver to Landlord a statement in writing (i) certifying that this Lease is unmodified and in full force and effect for ifmodified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect and the date to which the rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, toTenant's knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults, if any, are claimed.  Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the Premises.  Tenant'sfailure to deliver such statement within such time shall be conclusive upon Tenant that this Lease is in full force and effect, without modification except as may be represented by Landlord:  that there are no uncured defaults in Landlord's performanceand that not more than one month's rent has been paid in advance.
CONSTRUCTION CHANGES  

It is understood that the description of the Premises and the location of duetwork, plumbing and other facilities therein are subject to such minor changes as Landlord or Landlord's architect determines to be desirable in the course of construction ofthe Premises and no such changes, or any changes in plans for any other portions of the Complex shall affect this Lease or entitle Tenant to any reduction of rent hereunder or result in any liability of Landlord to Tenant.  Landlord does not guarantee theaccuracy of any drawings supplied to Tenant and verification of the accuracy of such drawings rests with Tenant.
RIGHT OF LANDLORD TO PERFORM  

All terms, covenants and conditions of this Lease to be performed or observed by Tenant shall be performed or observed by Tenant at Tenant's sole cost and expense and without any reduction of rent.  If Tenant shall fail to pay any sum of money, orother rent, required to be paid by it hereunder and such failure shall continue for five (5) days after written notice thereof by Landlord, or shall fail to perform any other term or covenant hereunder on its part to be performed, and such failureshall continue for thirty (30) days after written notice thereof by Landlord, Landlord, without waiving or releasing Tenant from any obligation of Tenant hereunder, may, but shall not be obligated to, make any such payment or perform any such otherterm or covenant on Tenant's part to be performed.  All sums so paid by Landlord and all necessary costs of such performance by Landlord together with interest thereon at the rate of the prime rate of interest per annum as quoted by the Bank of Americafrom the date of such payment or performance by Landlord, shall be paid (and Tenant covenants to make such payment) to Landlord on demand by Landlord, and Landlord shall have (in addition to any other right or remedy of Landlord) the same rights andremedies in the event of nonpayment by Tenants as in the case of failure by Tenant in the payment of rent hereunder.
ATTORNEY'S FEES  
- In the event that either Landlord or Tenant should bring suit for the possession of the Premises, for the recovery of any sum due under this Lease, or because of the breach of any provision of this Lease, or for any other relief against the otherparty hereunder, then all costs and expenses, including reasonable attorney's fees, incurred by the prevailing party therein shall be paid by the other party, which obligation on the part of the other party shall be deemed to have accrued on the date ofthe commencement of such action and shall be enforceable whether or not the action is prosecuted to judgement.
- Should Landlord be named as a defendant in any suit brought against Tenant in connection with or arising out of Tenant's occupancy hereunder.  Tenant shall pay to Landlord is costs and expenses incurred in such suit, including a reasonable attorney'sfee.
WAIVER  

The waiver by either party of the other party's failure to perform or observe any term, covenant or condition herein contained to be performed or observed by such waiving party shall not be deemed to be a waiver of such term, covenant or condition orof any subsequent failure of the party failing to perform or observe the same or any other such term, covenant or condition therein contained, and no custom or practice which may develop between the parties hereto during the term hereof shall be deemed awaiver of, or in any way affect, the right of either party to insist upon performance and observance by the other party in strict accordance with the terms hereof.
NOTICES  

All notices, demands, requests, advices or designations which may be or are required to be given by either party to the other hereunder shall be in writing.  All notices, demands, requests, advices or designations by Landlord to Tenant shall besufficiently given, made or delivered if personally served on Tenant by leaving the same at the Premises or if sent by United States certified or registered mail, postage prepaid, addressed to Tenant at the Premises.  All notices demands, requests,advices or designations by Tenant to Landlord shall be sent by United States certified or registered mail, postage prepaid, addressed to Landlord at its offices at Peery/Arrillaga, 2560 Mission College Blvd., #101, Santa Clara, 95054.  Each notice,request, demand, advice or designation referred to in this paragraph shall be deemed received on the date of the personal service or mailing thereof in the manner herein provided, as the case may be.
EXAMINATION OF LEASE  

Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for a lease, and this instrument is not effective as a lease or otherwise until its execution and delivery by both Landlord and Tenant.
DEFAULT BY LANDLORD  

Landlord shall not be in default unless Landlord fails to perform obligations required of Landlord within a reasonable time, but in no event earlier than thirty (30) days after written notice by Tenant to Landlord and to the holder of any firstmortgage or deed of trust covering the Premises whose name and address shall have heretofore been furnished to Tenant in writing, specifying wherein Landlord has filed to perform such obligations; provided, however, that if the nature of Landlord'sobligations is such that more than thirty (30) days are required for performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and thereafter diligently prosecutes the same tocompletion.
CORPORATE AUTHORITY  

If Tenant is a corporation, (or a partnership) each individual executing this Lease on behalf of said corporation (or partnership) represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation (orpartnership) in accordance with the by-laws of said corporation (or partnership in accordance with the partnership agreement) and that this Lease is binding upon said corporation (or partnership) in accordance with its terms.  If Tenant is a corporation,Tenant shall, within thirty (30) days after execution of this Lease, deliver to Landlord a certified copy of the resolution of the Board of Directors of said corporation authorizing or ratifying the execution of this Lease.
BASIC RENT ADJUSTMENT  

Intentionally Left Blank.
LIMITATION OF LIABILITY  

In consideration of the benefits accruing hereunder.  Tenant and all successors and assigns covenant and agree that, in the event of any actual or alleged failure, breach or default hereunder by Landlord:
- the sole and exclusive remedy shall be against Landlord's interest in the Premises leased herein;
- no partner of Landlord shall be sued or named as a party in any suit or action (except as may be necessary to secure jurisdiction of the partnership)
- no service of process shall be made against any partner of Landlord (except as may be necessary to secure jurisdiction of the partnership)
- no partner of Landlord shall be required to answer or otherwise plead to any service of process;
- no judgment will be taken against any partner of Landlord;
- any judgment taken against any partner of Landlord may be vacated and set aside at any time without hearing;
- no writ of execution will ever be levied against the assets of any partner of Landlord;
- these covenants and agreements are enforceable both by Landlord and also by any partner of Landlord.

Tenant agrees that each of the foregoing covenants and agreements shall be applicable to any covenant or agreement either expressly contained in this Lease or imposed by statute or at common law.
MISCELLANEOUS AND GENERAL PROVISIONS
Tenant shall not, without the written consent of Landlord, use the name of the building for any purpose other than as the address of the business conducted by Tenant in the Premises.
This Lease shall in all respects be governed by and construed in accordance with the laws of the State of California.  If any provision of this Lease shall be invalid, unenforceable or ineffective for any reason whatsoever, all other provisionshereof shall be and remain in full force and effect.
The term "Premises" includes the space leased hereby and any improvements now or hereafter installed therein or attached thereto.  The term "Landlord" or any pronoun used in place thereof includes the plural as well as thesingular and the successors and assigns of Landlord.  The term "Tenant" or any pronoun used in place thereof includes the plural as well as the singular and individuals, firms, associations, partnerships and corporations, and their and each oftheir respective heirs, executors, administrators, successors and permitted assigns.

The term "person" includes the plural as well as the singular and individuals, firms, associations, partnerships and corporations.  Words used in any gender include other genders.  If there be more than one Tenant the obligations of Tenanthereunder are joint and several.  The paragraph headings of this Lease are for convenience of reference only and shall have no effect upon the construction or interpretation of any provision hereof.
Time is of the essence of this Lease and of each and all of its provisions.
At the expiration or earlier termination of this Lease.  Tenant shall execute, acknowledge and deliver to Landlord, within ten (10) days after written demand from Landlord to Tenant, any quitclaim deed or other document required by any reputabletitle company, licensed to operate in the State of California, to remove the cloud or encumbrance created by this Lease from the real property of which Tenant's Premises are a part.
This instrument along with any exhibits and attachments hereto constituted the entire agreement between Landlord and Tenant relative to the Premises and this agreement and the exhibits and attachments may be altered, amended or revoked only by aninstrument in writing signed by both Landlord and Tenant.  Landlord and Tenant agree hereby that all prior or contemporaneous oral agreements between and among themselves and their agents or representatives relative to the leasing of the Premises aremerged in or revoked by this agreement.
Neither Landlord nor Tenant shall record this Lease or a short form memorandum hereof without the consent of the other.
Tenant further agrees to execute any amendments required by a lender to enable Landlord to obtain financing, so long as Tenant's rights hereunder are not substantially affected.
Paragraphs 43 through 54 are added hereto and are included as part of this lease.
Clauses, plans and riders, if any, signed by Landlord and Tenant and endorsed on or affixed to this Lease are a part hereof.
Tenant covenants and agrees that no diminution or shutting off of light, air or view by any structure which may be hereafter erected (whether or not by Landlord) shall in any way affect his Lease, entitle Tenant to any reduction of rent hereunder orresult in any liability of Landlord to Tenant.

**BROKERS**
Tenant warrants that it had dealings with only the following real estate brokers or agents in connection with the negotiation of this Lease:  none
_____________________________________________________________________________

and that it knows of no other real estate broker or agent who is entitled to a commission in connection with this Lease.
SIGNS  

No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to any part of the outside of the Premises or any exterior windows of the Premises without the written consent of Landlord first had andobtained and Landlord shall have the right to remove any such sign, placard, picture, advertisement, name or notice without notice to and at the expense of Tenant.  If Tenant is allowed to print or affix or in any way place a sign in, on, or about thePremises, upon expiration or other sooner termination of this Lease, Tenant at Tenant's sole cost and expense shall both remove such sign and repair all damage in such a manner as to restore all aspects of the appearance of the Premises to the conditionprior to the placement of said sign.

All approved signs or lettering on outside doors shall be printed, painted, affixed or inscribed at the expense of Tenant by a persona approved of by Landlord.  Tenant shall not place anything or allow anything to be placed near the glass of anywindow, door partition or wall which may appear unsightly from outside the Premises.

IN WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Lease as of the day and year last written below.

LANDLORD:
TENANT:
JOHN ARRILLAGA SURVIVOR'S TRUST
COM21, INC.

a Delaware corporation  
By   /s/  John Arrillage	
	John Arrillaga, Trustee
By   /s/  Timothy I. Miller	
Date:    5/26/00	
Title   V.P. Manufacturing Operations	
RICHARD T PEERY SEPARATE 	PROPERTY TRUST
Print or Type Name   Timothy I. Miller	 
Date:   5/26/00	
By   /s/ Richard T. Peery	 
Date:   5/30/00	 
Paragraphs 43 through 54 to Lease Agreement dated April 28, 2000, By and Between the John Arrillaga Survivor's Trust and the Richard T.  Peery Separate Property Trust, as Landlord, and COM21, Inc., a Delaware corporation, as Tenant for 51,600plus or minus  Square Feet of Space Located at 800 Tasman Drive, Milpitas, CA 95035.
BASIC RENT
:  

In accordance with Paragraph 4A herein, the total aggregate sum of TWELVE MILLION EIGHT HUNDRED FORTY EIGHT THOUSAND FOUR HUNDRED AND NO/100 DOLLARS ($12,848,400.00), shall be payable as follows:

On June 1,2000, the sum of ONE HUNDRED NINETY THREE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($193,500.00) shall be due, and a like sum due on the first day of each month thereafter, through and including May 1, 2001.

On June 1,2001, the sum of TWO HUNDRED THREE THOUSAND EIGHT HUNDRED TWENTY AND NO/100 DOLLARS ($203,820.00) shall be due, and a like sum due on the first day of each month thereafter, through and including May 1,2002.

On June 1,2002, the sum of TWO HUNDRED FOURTEEN THOUSAND ONE HUNDRED FORTY AND NO/100 DOLLARS ($214,140.00) shall be due, and a like sum due on the first day of each month thereafter, through and including May 1,2003.

On June 1,2003, the sum of TWO HUNDRED TWENTY FOUR THOUSAND FOUR HUNDRED SIXTY AND NO/100 DOLLARS ($224,460.00) shall be due, and a like sum due on the first day of each month thereafter, through and including May 1, 2004.

On June 1,2004, the sum of TWO HUNDRED THIRTY FOUR THOUSAND SEVEN HUNDRED EIGHTY AND NO/100 DOLLARS ($234,780.00) shall be due, and a like sum due on the first day or each month thereafter, through and including May 1,2005, or until the entireaggregate guru of TWELVE MILLION EIGHT HUNDRED FORTY EIGHT THOUSAND FOUR HUNDRED AND NO/100 DOLLARS ($12,848,400.00) has been paid.
"
AS-IS" BASIS
:  

Subject only to Landlord (i) making the improvements shown on Exhibit B to be attached hereto, (ii) installing new carpeting throughout the Premises, and (iii) insuring that the HVAC system is in working order.  it is hereby agreed that the premisesleased hereunder is leased strictly on an "as-is" basis and in its present condition, and in the configuration as shown on Exhibit B to be attached hereto, and by reference made a Fart hereof.  it is specifically agreed between the parties thatafter Landlord makes the interior improvements as shown on Exhibit B.  Landlord shall not be required to make, nor be responsible for any cost, in connection with any repair, restoration, and/or improvement to the Premises in order for this Lease tocommence.  or thereafter, throughout the Term of this Lease.  Notwithstanding anything to the contrary within this Lease, Landlord makes no warranty or representation of any kind or nature whatsoever as to the condition or repair of the Premises, nor asto the use or occupancy which may be made thereof.
CONSENT
:  

Whenever the consent or one party to the other is required hereunder, such consent shall not be unreasonably withheld.
CHOICE OF LAW:  SEVERABILITY
.  

This Lease shall in all respects be governed by and construed in accordance with the laws of the State of California.  If any provisions of this Lease shall be invalid, unenforceable, or ineffective for any reason whatsoever, all other provisionshereof shall be and remain in full force and effect.
AUTHORITY TO EXECUTE
:  

The parties executing this Lease Agreement hereby warrant and represent that they are properly authorized to execute this Lease Agreement and bind the parties on behalf of whom they execute this Lease Agreement and to all of the terms, covenants andconditions of this Lease Agreement as they relate to the respective parties hereto.
ASSESSMENT CREDITS
:  

The demised property herein is subject to a special assessment levied by the City of Milpitas in Improvement District No. 9.  As apart of said special assessment proceedings, additional bonds were sold and assessments levied to provide forconstruction contingencies and reserve funds.  Interest will be earned on such funds created for contingencies arid on reserve finds which will be credited for the benefit of said assessment district.  To the extent surpluses are created in said districtthrough unused contingency funds, interest earnings or reserve funds, such surpluses shall be deemed the property of Landlord.  Notwithstanding that such surpluses may be credited on assessments otherwise due against the demised premises, Tenant shall payto Landlord, as additional rent if.  and at the time of any such credit of surpluses, an amount equal to all such surpluses so credited.  For example:  if (i) me property is subject to an annual assessment of $1,000.00.  and (Ii) a surplus of $200.00is credited towards the current year's assessment which reduces the assessment amount shown on the property tax bill from S 1,000.00 to $800.00.  Tenant shall, upon receipt of notice from Landlord, pay to Landlord said $200.00 credit as Additional Rent.
ASSIGNMENT AND SUBLETTING (CONTINUED)
:
- Notwithstanding the foregoing, Landlord and Tenant agree that it shall not be unreasonable for Landlord to refuse to consent to a proposed assignment, sublease or other transfer ("Proposed Transfer") if the Premise! or any other portion ofthe Property would become subject to additional or different Government Requirements as a direct or indirect consequence of the Proposed Transfer and/or the Proposed Transferee's use arid occupancy of the Premises and the Property.  However, Landlord may,in its sole discretion, consent to such a Proposed Transfer where Landlord is indemnified by Tenant and (i) Subtenant or (ii) Assignee, in form and substance satisfactory to Landlord's counsel, by Tenant and/or the Proposed Transferee from and against anyarid all costs, expenses, obligations and liability arising out of the Proposed Transfer and/or the Proposed Transferee's use and occupancy of the Premises and the Property.
- Any and all sublease agreement(s) between Tenant and any and all subtenant(s) (which agreements must be consented to by Landlord, pursuant to the requirements of this Lease) shall contain the following language:

"If Landlord and Tenant jointly and voluntarily elect, for any reason whatsoever, to terminate the Master Lease prior to the scheduled Master Lease termination date, then this Sublease (if then still in effect) shall terminate concurrently withthe termination of the Master Lease.  Subtenant expressly acknowledges and agrees that (I) the voluntary termination of the Master Lease by Landlord and Tenant and the resulting termination of this Sublease shall not give Subtenant any right or power tomake any legal or equitable claim against Landlord, including without limitation any claim for interference with contract or interference with prospective economic advantage, and (2) Subtenant hereby waives any and all rights it may have under law or atequity against Landlord to challenge such an early termination of the Sublease, and unconditionally releases and relieves Landlord, and its officers, directors, employees and agents, from any and all claims, demands, and/or causes of action whatsoever(collectively, "Claims"), whether such matters are known or unknown, latent or apparent, suspected or unsuspected, foreseeable or unforeseeable, which Subtenant may have arising out of or in connection with any such early termination of thisSublease.  Subtenant knowingly and intentionally waives any and all protection which is or may be given by Section 1542 of the California Civil Code which provides as follows:  "A general release does not extend to claims which the creditor does notknow or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with debtor.

The term of this Sublease is therefore subject to early termination.  Subtenant's initials here below evidence (a) Subtenant's consideration of and agreement to this early termination provision, (b) Subtenant's acknowledgment that, indetermining the net benefits to be derived by Subtenant under the terms of this Sublease, Subtenant has anticipated the potential for early termination, and (c) Subtenant's agreement to the general waiver and release of Claims above.

Initials:			Initials:		"*******