CONSENT TO SUBLEASE

     The  Sublease ("Sublease's, dated as of August 31, 2004, is entered into by
and  between  Euclid  Network  Solutions,  Inc.,  a  California  corporation, as
sublessor ("Sublessor"), and SiVault Analytics, Inc., a Delaware corporation, as
sublessee  ("Sublessee"), as a sublease under that certain Standard Office Lease
-  Gross  dated  as of May 15, 2001 entered into by and between David Himy Joint
Venture,  a  California  general  partnership,  as  Lessor ("Master Lease"), and
Sublessor,  as Lessee, and amended by a First Amendment to Standard Office Lease
dated April 3, 2002, a Second Amendment to Standard Office Lease dated August 9,
2002,  a  Third  Amendment  to  Standard  Office Lease dated November 1, 2002, a
Fourth  Amendment  to  Standard  Office  Lease  dated November 27, 2002, a Fifth
Amendment  to Standard Office Lease dated August 15, 2003, and a Sixth Amendment
to  Standard  Office  Lease  dated  September 8, 2003 (collectively, the "Master
Lease").  A  copy  of  the  Master  Lease  is  attached  hereto  as  Exhibit  A.

     As  conditions to Landlord's consent, to the sublet of the Sublet Premises,
it  is  understood  and  agreed  as  follows:

     1.  No  Release. This Sublet Consent shall in no way release the Tenant, or
         -----------
any  other  person  or  entity  claiming by, through, or under Tenant including,
without  limitation,  Subtenant,  from  any  of  its  covenants,  agreements,
liabilities  and  duties  under  the  Lease  (including, without limitation, ail
duties  to  cause and keep Landlord and other named or referred to in this Lease
fully insured and indemnified with respect to any acts or omissions of Subtenant
or  its agents, employees, or invitees, or other matter arising by reason of the
Sublease  or  Subtenant's use or occupancy of the Sublet Premises), as. the same
may  be  amended  from  time  to  time,  without respect to any provision to the
contrary  in  the  Sublease. In no event shall anything contained in this Sublet
Consent  be  deemed  a  waiver  of  any  of  Landlord's  rights under the Lease.

     2. No  Approval  of  Sublease. This  Sublet  Consent  does  not  constitute
        ---------------------------
approval  by  Landlord  of  any  of the provisions of the Sublease, or agreement
thereto  or therewith, but only approval of the sublet of the Sublet Premises to
Subtenant.

     3.  No  Amendment  of Sublease. Tenant and Subtenant shall not amend in any
         --------------------------
respect the Sublease without the prior written approval of Landlord. In no event
shall any such amendment, whether or not Landlord shall approve the same, affect
of  modify  or  be  deemed  to  affect  or  modify  the  Lease  in  any respect.

     4.  Limited  Consent. This Sublet Consent shall be deemed limited solely to
         ----------------
the  Sublease, and Landlord reserves the right to consent or to withhold consent
with respect to any other matters under the Lease including, without limitation,
any  proposed  alterations  to  the  Premises or the Sublet Premises, and to any
further  or  additional sublets, assignments, or other transfers of the Lease or
any  interest therein or thereto, including, without limitation, a sub-sublet or
any  assignment  of  this  Sublease.

     5.  Tenant's  Liability:  Landlord's  Remedies.  Tenant  shall be liable to
         ------------------------------------------
Landlord  for  any  default  under  the Lease, whether such default is caused by
Tenant  or  Subtenant  or anyone claiming by, through, or under either Tenant or
Subtenant.  The  foregoing  shall  not  be  deemed  to


                                      E-1
<PAGE>

restrict  or  diminish  any  right  which  Landlord  may  have against Subtenant
pursuant  to  the  Lease,  or  in  law  or  equity for violation of the Lease or
otherwise,  including,  without  limitation,  the  right  to enjoin or otherwise
restrain  any  violation  of  the  Lease  by Subtenant. Landlord may at any time
enforce  the  Lease  against  Tenant,  Subtenant,  or  both.

     6.  Subordination  to Lease. This Sublease is, in ail respects, subordinate
         -----------------------
and  subject  to the Lease, as the same may be amended. Furthermore, in the case
of  any  conflict between the provisions of this Sublet Consent or the Lease and
the  provisions  of  the  Sublease, the provisions of this Sublet Consent or the
Lease,  as  the  case  may  be,  shall  prevail  unaffected  by  the  Sublease.

     7.  Termination  of  Lease.  If  at  any  time  prior  to the expiration or
         ----------------------
termination  of the Sublease, the Lease shall expire or terminate for any reason
(or  Tenant's  right  to  possession  shall terminate without termination of the
Lease),  the  Sublease  shall  simultaneously  expire  or  terminate.  However,
Subtenant  agrees,  at the election and upon the written demand of Landlord, and
not  otherwise,  to  attorn  to  Landlord  for  the remainder of the term of the
Sublease,  such  attornment  to  be  upon all of the terms and conditions of the
Lease,  with  such reasonable modifications as Landlord may require, except that
the  Minimum Rent set forth in the Sublease shall be substituted for the Minimum
Rent  set  forth in the Lease and the computation of Additional Rent as provided
in  the  Lease  shall  be  modified  as  set  forth  in  the  Sublease.

     The  foregoing  provisions  of  this  Paragraph shall apply notwithstanding
that,  as  a  matter  of  law,  the  Sublease  may  otherwise terminate upon the
termination of the Lease and shall be self-operative upon such written demand of
the  Landlord,  and  not  further instrument shall be required to give effect to
said  provisions;  provided,  however, Subtenant agrees to execute an attornment
agreement,  in  form  and  substance  acceptable  to Landlord, pursuant to which
Subtenant  confirms-that all obligations owed to Tenant under the Sublease shall
become obligations owed to Landlord for the balance of the term of the Sublease.

     8. Services. Tenant and Subtenant hereby agree that Landlord may furnish to
        --------
the Sublet Premises services requested by Subtenant other than or in addition to
those  to  be provided under the Lease, and bill the Subtenant directly for such
services  for  the convenience of and without notice to Tenant. Subtenant hereby
agrees  to  pay to Landlord all amounts that may become due for such services on
the  due  dates  therefor.  If Subtenant shall fail to make such payment, Tenant
agrees  to pay such amounts to Landlord upon demand as Additional Rent under the
Lease,  and the failure to pay the same upon demand shall be a default under the
Lease.

     9.  No  Privity.  Notwithstanding  anything  to the contrary in this Sublet
         -----------
Consent,  in no event shall Landlord be deemed to be in privity of contract with
Subtenant  or  owe  any  obligation  or  duty  to  Subtenant  under the Lease or
otherwise,  any  duties  of Landlord under the Lease or required by law being in
favor  of, for  the  benefit  of  and  enforceable  solely  by  Tenant.

     10. Notices. Subtenant agrees to promptly deliver a copy to Landlord of all
         -------
notices  of default and ail other notices sent to Tenant under the Sublease, and
Tenant agrees to promptly deliver a copy to Landlord of all such notices seat to
Subtenant  under the Sublease. All copies of any such notices shall be delivered
personally or sent either by recognized national overnight courier service or by
United  States  registered  or  certified  mail, postage prepaid, return receipt
requested,  to (insert name and address of owner or managing agent), with a copy


                                      E-2
<PAGE>

to  (insert  name  and  address  of owner's attorney), or to such other place or
persons  as  Landlord  or  its  agents  may  from  time  to  time  designate.

     11.  Real  Estate Brokers. Tenant and Subtenant jointly and severally agree
          --------------------
to indemnify and hold Landlord harmless from all loss, costs (including, without
limitation,  reasonable attorney's fees), damages, and expenses arising from any
claims  or  demands  of  any  broker  or finder for any commission or fee due or
alleged  to  be  due  in  connection  with  the Sublease or this Sublet Consent.

     12.  Consent Conditioned: Parties Bound. Tenant  and  Subtenant  understand
          ----------------------------------
that  Landlord  has  agreed  to  consent to the sublet of the Sublet Premises to
Subtenant,  and  to  execute  this  Sublet Consent conditioned upon Tenant's and
Subtenant's  express  acknowledgment  of and agreement to be bound by all of the
terms  and  conditions  hereof.  By  executing  this  Sublet Consent, Tenant and
Subtenant  hereby  acknowledge  and  agree  to  be bound by all of the terms and
conditions  of  this  Sublet  Consent.

     IN  WITNESS  WHEREOF,  the  parties hereto have duly executed and delivered
this  Sublet  Consent  as  of  September  2004.

Tenant                                         Landlord
------                                         --------
Euclid  Network  Solutions, Inc.,              David Himy Joint Venture,
a  California  corporation                     a  California general partnership

By:  /s/ [illegible]                           By:  /s/ [illegible]
     -------------------------                      -------------------------
Its:   CEO                                     Its:  PARTNER
     -------------------------                      -------------------------


Subtenant
---------
SiVault  Analytics,  Inc.,
a  Delaware  corporation

By:  /s/ Jonaton Schmidt
     -------------------------
Its: CSO
     -------------------------


                                      E-3
<PAGE>

SUBLEASE

1.     PARTIES.
       -------

     This Sublease ("Sublease"), dated as of August 31, 2004, is entered into by
and  between  Euclid  Network  Solutions,  Inc.,  a  California  corporation, as
sublessor ("Sublessor"), and SiVault Analytics, Inc., a Delaware corporation, as
sublessee  ("Sublessee"), as a sublease under that certain Standard Office Lease
-  Gross  dated  as of May 15, 2001 entered into by and between David Himy Joint
Venture,  a  California  general  partnership,  as Lessor ("Master Lessor"), and
Sublessor,  as Lessee, and amended by a First Amendment to Standard Office Lease
dated April 3, 2002, a Second Amendment to Standard Office Lease dated August 9,
2002,  a  Third  Amendment  to  Standard  Office Lease dated November 1, 2002, a
Fourth  Amendment  to  Standard  Office  Lease dated November 27,. 2002, a Fifth
Amendment  to Standard Office Lease dated August 15, 2003, and a Sixth Amendment
to  Standard  Office  Lease  dated  September 8, 2003 (collectively, the "Master
Lease").  A  copy of the Master Lease is attached hereto as EXHD31T A. Except as
otherwise  set  forth  herein, capitalized terms used herein shall have the same
meanings  as  such  terms  have  in  the  Master  Lease.

2.     PREMISES.
       --------

     2.1  Subject  to  the  provisions  of  paragraphs  2.2  through  2.4 below,
Sublessor  leases to Sublessee and Sublessee hires from Sublessor those premises
consisting  of  approximately  thirty-five  thousand  four  hundred  thirty-two
(35,432)  square  feet  of  space,  as more particularly shown in Exhibit B (the
"Premises"), on the third floor of that building commonly known and described as
2665 North First Street, San Jose, California (the "Building"). Sublessee agrees
to  accept  the  Premises  on  the  Commencement  Date  as  being  suitable  for
Sublessee's  intended  use  and in good operating order, condition and repair in
its  then  existing  "AS  IS"  condition.  Sublessor  makes  no  warranty  or
representation regarding the condition of the Premises. Sublessee shall have the
non-exclusive  right  to  use  its  pro  rata share of unreserved parking spaces
within  the  Office  Building  Project  pursuant to the provisions of the Master
Lease.

     2.2  For  the  first  one  hundred  and  eighty  (180) days of the Term the
Premises  shall  consist  of  the approximately fifteen thousand (15,000) square
feet  outlined  on  Exhibit  B attached hereto. Within sixty (60) days after the
Commencement  Date, Sublessor shall remove all of Sublessor's equipment from the
Lab  area, as shown on Exhibit B, and immediately upon such removal the Lab area
shall  become  part  of  the  Premises. Furthermore, Sublessor shall vacate Data
Center  2  shown  on Exhibit B and remove all of Sublessor's equipment from Data
Center  2  within  sixty  (60)  days  after  Sublessor's  receipt of Sublessee's
Financial  Notice (defined below). Immediately upon such vacation of Data Center
2, it will become part of the Premises. Prior to receiving Sublessee's Financial
Notice  (defined below), Sublessor will permit Sublessee to install two racks in
Data  Center  2  and  move  Sublessee's equipment to Data Center 2. Furthermore,
Sublessor  shall  vacate  the  network operations center shown on Exhibit B (the
"NOC"),  in  its  "AS IS" condition, but with all equipment in place, within one
hundred  fifty  (150)  days  after  Sublessor's receipt of Sublessee's Financial
Status  Notice  (defined  below). Immediately upon such vacation of the NOC, the
NOC  shall  become  part  of  the Premises. If Sublessor fails to vacate the NOC
within  such  150-day  period,  then the Base Rent allocable to the NOC shall be
abated  until  such  time  as  Sublessor has vacated the NOC. In addition to the


                                      E-4
<PAGE>

Premises,  Sublessee  shall have the right to use, in common with Sublessor, the
Telco Room, the UPS Room and the men's and women's Restrooms as shown on Exhibit
B.

     Sublessee  shall  provide  forty-eight  hours  (48)  hours  prior notice to
Sublessor  of its desire to use the large conference room as shown in Exhibit B.
Such  notice shall include the time it desires to use the large conference room.
Sublessor  shall  respond  to  Sublessee  within  four (4) business hours of the
availability of the large conference room to Sublessee and shall make good faith
efforts  to  make  such  room  available  to  Sublessee.

     2.3  Sublessee acknowledges that during the Term of the Sublease, Sublessor
shall  retain the use of the Data Center 1 and the Raised Floor Lab, as shown on
Exhibit  B,  consisting  of approximately 700 square feet, and the Data Center 1
and  the  Raised  Floor  Lab  shall not be included in the Premises subleased to
Sublessee. Sublessee further acknowledges that Sublessee's use of the Telco Room
and  the UPS Room shall be shared with Sublessor. Sublessor reserves for itself,
its  agents,  employees and contractors, access to the Data Center 1, the Raised
Floor  Lab, the Telco Room, and the UPS Room through the Premises at any and all
times  during  the  Term of this Sublease and Sublessor shall not be required to
provide  Sublessee  with  prior  notice  of any such access. Sublessor shall use
commercially  reasonable  efforts  to minimize any interference that such access
may  cause  to  Sublessee's  use  of  the  Premises.

     2.4  On  or  before January 2, 2005, Sublessee shall provide Sublessor with
satisfactory evidence that (i) Sublessee has a current Net Cash Balance (defined
below)  of  not  less than Three Million Dollars ($3,000,000), or (ii) Sublessee
has  obtained  new  equity  financing  in  an  amount not less than Five Million
Dollars  ($5,000,000)  ("Sublessee's  Financial  Status  Notice"). Such evidence
shall  be  confirmed  by  a  U.S.  chartered  bank,  thrift  or  other financial
institution.  Within  ninety  (90) days after Sublessor's receipt of Sublessee's
Financial Status Notice, Sublessor shall vacate the balance of the Premises then
occupied by Sublessor, if any (other than the NOC and Data Center 1), and within
one  hundred  fifty (150) day after Sublessor's receipt of Sublessee's Financial
Status  Notice,  Sublessor  shall  vacate  the  NOC.

     2.5  Should  Sublessor  be  unable to vacate the Premises within the ninety
(90)  day  period  following  receipt  of  Sublesse's  Financial  Status  Notice
("Sublessor's Delay"), Sublessor shall have the right to extend its occupancy up
to an additional ninety (90) days by providing Sublessee thirty (30) day advance
written  notice  to Sublesse. In the event of Sublessor's Delay, Base Rent shall
continue  at  the  same  rate as rent due for months 1 through 6 as set forth in
paragraph  4.1  below. Upon Sublessor's vacating the Premises, the rent schedule
shall  resume  as  set  forth  in  paragraph  4.1  below.

3.     TERM.
       ----

     The  term  of  the Sublease ("Term") shall be approximately forty-five (45)
months,  commencing  on  the date (the "Commencement Date") that is the later of
(i)  the date the Sublease and Master Lessor's consent to the Sublease have been
fully  executed,  and  (ii)  September  1, 2004, and expiring May 31, 2008. Upon
determination  of  the  actual  Commencement  Date,  the parties shall execute a
memorandum  confirming  the  Commencement  Date.


                                      E-5
<PAGE>

4.     RENT.
       ----

     4.1  Sublessee  shall  pay  to  Sublessor as Base Rent for the Premises the
amounts  set forth in the schedule below. Sublessee shall pay to Sublessor, upon
execution  hereof,  the  sum  of  Seventy-eight Thousand Seven Hundred Fifty and
no/100ths  Dollars ($78,750.00), which shall be applied to the Base Rent due for
the  first  five (5) months of the Term, plus additional Base Rent in the amount
of  ($47,250.00).  Commencing  on  the first day of the sixth (6`~) month of the
Term,  Base Rent shall be paid on or before the first day of each calendar month
of  the  Term  without  prior  notice,  demand,  deduction or offset whatsoever.

    Months  of  Term     Base  Rent
     1  through  6       $15,750.00/month
     7  through  12      $36,636.60/month
    13  through  24:     $38,381.20/month
    25  through  36:     $40,125.80/month
    37  through  45:     $41,870.40/month

     4.2  In  addition  to  the  Base Rent, Sublessee shall pay to Sublessor, as
additional  rent,  Sublessee's pro rata share of the Operating Expense Increase,
in  the  manner  provided  in  the Master Lease. Sublessee acknowledges that the
monthly  Base  Rent  does not include utilities; therefore, Sublessee shall also
pay  to Sublessor on a monthly basis Sublessee's pro rata share of all utilities
(gas  and electricity) supplied to Suite 300, within ten (10) days after receipt
of  a  statement  from  Sublessor.  Sublessee's pro rata share of such utilities
charges  shall  be based upon the ratio of the area of the Premises to the total
area  of  Suite 300 (35,432 sq. ft.). The term "Rent" when used in this Sublease
shall  mean  the  Base  Rent  and any and all additional rent payable under this
Sublease.  Rent  for any fractional part of a calendar month at the commencement
or  expiration  of  the  Term  shall be a prorated amount of the Rent for a full
calendar  month  based  upon  a  thirty  (30)  day  month.

5.     POSSESSION.
       ----------

     Sublessor  represents to Sublessee that Sublessor has been given possession
of  the Premises pursuant to the Master Lease. Sublessor shall tender possession
of  the  Premises  to  Sublessee  on  or  before  the  Commencement  Date.

6.  '  DEPOSIT.
       --------

     6.1  Upon  the  execution  of  this  Sublease,  Sublessee  shall deliver to
Sublessor  a  cash  deposit  ("Security  Deposit")  in  the amount of Fifty-five
Thousand Five Hundred Dollars ($55,500) as security for the faithful performance
by Sublessee of all of Sublessee's obligations under this Sublease. If Sublessee
is  in  default under this Sublease, Sublessor may, but without obligation to do
so,  use  or  apply  all  or  any  portion of the Security Deposit to the extent
necessary  to  cure  the  default  or  to  compensate  Sublessor  for all damage
sustained  by Sublessor as a result of Sublessee's default. If Sublessor uses or
applies  any portion of the Security Deposit for such purposes, Sublessee shall,
within  five  (5) days after demand from Sublessor, restore the Security Deposit
to  its  original  amount.  Provided that Sublessee is not in default under this


                                      E-6
<PAGE>

Sublease,  Sublessor  shall  comply  with  the  provisions  of  the Master Lease
regarding  the  return of the Security Deposit to Sublessee. Sublessee shall not
at  any  time  be  entitled  to  interest  on  the  Security  Deposit.

     6.2  On  or  before  January  2, 2005 Sublessee shall deposit an additional
Seventy  Thousand  One  Hundred  Eleven  and 20/100ths Dollars ($70,111.20) with
Sublessor  to  increase the Security Deposit to One Hundred Twenty-five Thousand
Six  Hundred  Eleven  and  20/100ths Dollars ($125,611.20). If at any time after
January  2,  2005, Sublessee's Net Cash Balance falls below Four Million Dollars
($4,000,000),  then  the  Security  Deposit  shall  be  increased to One Hundred
Sixty-seven Thousand Four Hundred Eighty-one and 60/100ths Dollars ($167,481.60)
and  Sublessee  shall  deliver  the  difference between such amount and the then
current  balance  of  the Security Deposit to Sublessor within five (5) business
days after Sublessor's written request therefor. If at any time after January 2,
2005,  Sublessee's  Net  Cash  Balance  falls  below  Three  Million  Dollars
($3,000,000),  then  the Security Deposit shall be increased to Two Hundred Nine
Thousand  Three  Hundred Fifty-two Dollars $209,352) and Sublessee shall deliver
the  difference between such amount and the then current balance of the Security
Deposit  to  Sublessor  within  five (5) business days after Sublessor's written
request  therefor.

     6.3  For  purposes of this Lease, Sublessee's "Net Cash Balance" shall mean
Sublessee's  total unrestricted cash balances in any open bank accounts less all
debt. Sublessor shall have the right to request bank verification of Sublessee's
Net  Cash  Balance  on  a  quarterly  basis,  and  Sublessee  shall provide such
information to Sublessor within five (5) business days after Sublessor's written
request  therefor.

7.     USE.

     Subject to receipt of Master Lessor's consent, Sublessee shall be permitted
to  use  the  Premises  only for general office, marketing, and sales and for no
other  purposes  without  the  prior  written  consent  of  Sublessor.

8.     ASSIGNMENT  AND  SUBLETTING.
       ---------------------------

     Any  further  subletting of the Premises or any assignment of this Sublease
shall be subject to the terms and conditions of the Master Lease which have been
incorporated  herein  by  reference.

9.     OTHER  PROVISIONS  OF  SUBLEASE.
       -------------------------------

     9.1  Except  as  provided in this Sublease, all terms and conditions of the
Master  Lease  are  incorporated  into  and  made  a part of this Sublease as if
Sublessor  were  the  "Lessor" thereunder and Sublessee the "Lessee" thereunder,
except  that  (i)  the  following  shall be excluded: paragraphs 1.1, 1.2, 1.4 -
1.10, inclusive, 4.1, 6.1, 8.2, 15, 17, 23, 48, 50-54 inclusive, 56, 58, 60, 64,
65;  Exhibit  C  to  the  Master Lease; and each of the amendments to the Master
Lease; and (ii) all references to "Lessor" in paragraphs 7.1, 8.4, 9 and 11.1 of
the  Master Lease shall be deemed to refer to Master Lessor. Notwithstanding the
fact  that  a provision of the Master Lease is not made a part of this Sublease,
this Sublease is nevertheless subject and subordinate to all of the terms of the
Master  Lease.


                                      E-7
<PAGE>

     9.2  Sublessor  represents to Sublessee that, as of the Effective Date, (i)
the  Master Lease is unmodified and in full force and effect, (ii) Sublessor, to
Sublessor's  knowledge,  is  not  in  default  under  the Master Lease, (iii) to
Sublessor's  knowledge,  no event has occurred or is occurring that would result
in  Sublessor's  default  under  the  Master  Lease,  and  (iv)  to  Sublessor's
knowledge,  the  Master  Lessor  is  not  in  default  under  the  Master Lease.

     9.3  Notwithstanding  the  foregoing  incorporation  of  the  Master Lease,
Sublessor  shall not be responsible for the performance or the furnishing of any
maintenance,  repair,  replacement  or  other  obligations  or  services  to  be
performed  or furnished by Master Lessor under the Master Lease. Sublessor shall
not  be  liable  to  Sublessee for any failure by Master Lessor under the Master
Lease  to  perform its obligations or to furnish any services or utilities to be
furnished  by  Master  Lessor  under the Master Lease, nor shall such failure by
Master  Lessor  under  the  Master  Lease excuse performance by Sublessee of its
obligations  under  this  Sublease  except  to  the extent the failure by Master
Lessor  excuses  performance  by  Sublessor  under the Master Lease. In no event
shall  Sublessor  be  deemed to have granted to Sublessee any right greater than
Sublessor  had  the  power  to  grant  under  the  Master  Lease.

     9.4  Except  as  otherwise  provided  in this Sublease, Sublessee agrees to
observe, comply with, and perform, all of the terms and conditions applicable to
Sublessor  as  Tenant  under the Master Lease, except that the obligation to pay
Rent  to  Master  Lessor under the Master Lease shall be considered performed by
Sublessee  to  the  extent  and  in  the  amount  Rent  is  paid to Sublessor in
accordance  with  this Sublease. Sublessee shall not commit or suffer any act or
omission  by  Sublessee  or by any sub-sublessee or assignee of Sublessee, or by
their  respective  employees,  agents, contractors, representatives or invitees,
that  will  violate  any  of  the  provisions  of  the  Master  Lease.

     9.5  If  the Master Lease terminates, this Sublease shall terminate and the
parties  shall  be  relieved  of any liability or obligation thereafter accruing
under  this Sublease, except as otherwise expressly provided in the Master Lease
or  this  Sublease.  Notwithstanding the preceding sentence, if the Master Lease
terminates  as  a  result of a default or breach by Sublessor or Sublessee under
this Sublease and/or the Master Lease, then the defaulting party shall be liable
to  the  nondefaulting  party  for  the  damage  suffered  as  a  result of such
termination.

     9.6  If  the Master Lease gives Sublessor any right to terminate the Master
Lease  in the event of the partial or total damage, destruction, or condemnation
of the Premises or the building or Project of which the Premises are a part, the
exercise  of  such  right  by Sublessor shall not constitute a default or breach
hereunder,  provided  that  Sublessor  shall  give Sublessee written notice (the
"Termination  Notice")  of  Sublessor's  intent  to  exercise  such  right  of
termination  at least thirty (30) days in advance of such exercise, and any such
exercise  of  the  right  to  terminate by Sublessor further shall be subject to
Sublessee's  prior  written  approval, which shall not unreasonably be withheld.
If,  within  twenty  (20) days after receiving the Termination Notice, Sublessee
fails  to  deliver  to  Sublessor its written disapproval of such termination by
Sublessor  (Sublessee's  approval shall not unreasonably be withheld), Sublessee
conclusively  shall  be  deemed  to  have  consented  to  such  termination.


                                      E-8
<PAGE>

10.     SUBLESSOR'S  OBLIGATIONS.
        ------------------------

     Sublessor  agrees that Sublessee shall be entitled to receive all services,
utilities  and repairs to be provided by Master Lessor under the Master Lease to
Sublessor.  Sublessee  shall look solely to Master Lessor under the Master Lease
for all such services and utilities and shall not, under any circumstances, seek
or  require  Sublessor to perform any of such services or provide any utilities,
nor  shall  Sublessee  make  any  claim upon Sublessor for any damages which may
arise  by reason of Master Lessor's default under the Master Lease except to the
extent  such  default  is  caused  by  Sublessor. Any condition resulting from a
default  by Master Lessor under the Master Lease (other than a default caused by
Sublessor)  shall not constitute as between Sublessor and Sublessee an eviction,
actual  or constructive, of Sublessee and no such default shall excuse Sublessee
from  the performance or observance of any of its obligations to be performed or
observed  under  this Sublease, or entitle Sublessee to receive any reduction in
or  abatement  of  the  Rent provided for in this Sublease, except to the extent
Sublessor  receives an abatement in its Rent under the Master Lease with respect
to  the  Premises.  Sublessor shall promptly give written notice to Sublessee of
any  abatement  in  Rent  Sublessor  receives  from  Master  Lessor, or to which
Sublessor  believes  it  is  entitled.


                                      E-9
<PAGE>

11.     DEFAULT  BY  SUBLESSEE.
        ----------------------

     If Sublessee shall be in default of any covenant of, or shall fail to honor
any  obligation under, this Sublease, Sublessor, upon giving any required notice
and  subject  to the right, if any, of Sublessee to cure any such default within
any  applicable cure period, shall have available to it against Sublessee all of
the  remedies  available to Master Lessor under the Master Lease in the event of
such  a  default  on  the  part  of  Sublessor  thereunder.

12.     CONDITION  TO  SUBLEASE.
        -----------------------

     The  execution  of  this Sublease by Sublessor and Sublessee shall not bind
either  party  unless  and  until  Master  Lessor  consents  to  this  Sublease.

13.     INDEMNIFICATION.
        ---------------

     13.1 Sublessor shall indemnify, defend and hold Sublessee harmless from and
against all costs, losses, damages, liabilities and expenses (including, without
limitation,  reasonable  legal  counsel  fees  and  disbursements)  incurred  by
Sublessee  by  reason  of  or  arising  out of Sublessor's failure to perform or
comply  with  any of the agreements, terms covenants or conditions of the Master
Lease to be performed or observed thereunder by Sublessor prior to the Effective
Date.

     13.2 Sublessee shall indemnify, defend and hold Sublessor harmless from and
against all costs, losses, damages, liabilities and expenses (including, without
limitation,  reasonable  legal  counsel  fees  and  disbursements)  incurred  by
Sublessor  by  reason  of  or  arising  out  of  (i) the use or occupancy of the
Premises by Sublessee, or (ii) Sublessee's failure to perform or comply with any
of  the  agreements,  terms covenants or conditions of this Sublease (including,
without  limitation,  the agreements, terms covenants or conditions set forth in
the  Master  Lease  which  are incorporated in this Sublease) to be performed or
observed  by  Sublessee  after  the  Effective  Date.

     13.3  The foregoing indemnities shall survive any expiration or termination
of  this  Sublease,  and  are  in addition to the provisions of the Master Lease
incorporated  herein.

14.     TELEPHONE  SYSTEM.
        -----------------

     Sublessor  shall  notify  Sublessee fifteen (15) days prior to vacating the
Premises  whether  Sublessee  shall  be  permitted to use the existing telephone
system in the Premises. If Sublessor so notifies Sublessee, then Sublessee shall
be  permitted  to  use the existing telephone system, including telephone switch
and  headsets,  at no additional cost during the Term of the Sublease. Sublessor
makes  no  representations or warranties to Sublessee regarding the condition of
the telephone system, including its fitness for any particular purpose. Upon the
expiration or sooner termination of this Sublease, Sublessee shall surrender the
telephone  systems to Sublessor in the same condition as received, ordinary wear
and  tear  excepted  or,  at  Sublessee's  option,  Sublessee  may  purchase the
telephone  system from Sublessor for a price equal to the then fair market value
of  the  telephone  system.


                                      E-10
<PAGE>

15.     FURNITURE  AND  EQUIPMENT.
        -------------------------

     15.1  During  the  Term of this Sublease, Sublessee shall have the right to
use,  at  no additional cost to Sublessee, the furniture and equipment described
on  Exhibit  C  attached  hereto  (collectively,  the  "Equipment").  Sublessee
acknowledges  that, as disclosed by Exhibit C, some of the Equipment is owned by
Sublessor ("Sublessor's Equipment") and some of the Equipment is owned by Master
Lessor.  Sublessee  shall  use the Equipment only for the purposes for which the
Equipment  was intended. Sublessee shall keep and maintain the Equipment in good
condition  and  repair  and,  subject to the provisions of paragraph 15.3 below,
shall surrender the Equipment to Sublessor in the same condition in which it was
received,  ordinary  wear and tear excepted. Sublessee shall reimburse Sublessor
for  the  full  replacement  cost  of  any  item of Equipment not surrendered to
Sublessor  in accordance with the provisions of this Sublease. To the extent any
item of the Equipment is damaged or destroyed, Sublessee shall, at its sole cost
and  expense,  promptly  repair  such  damage  or replace such destroyed item of
Equipment.  The  Equipment shall not be used by any one other than Sublessee and
its  employees,  agents,  contractors,  and invitees. The Equipment shall at all
times remain the property of Sublessor and Master Lessor, subject to Sublessee's
right to use the Equipment on the terms and conditions stated herein and subject
further  to  the provisions of paragraph 15.3 below. In no event shall Sublessee
pledge the Equipment or Sublessee's rights hereunder as security for any loan or
financing.  Sublessee shall have the benefit of any warranties and guaranties in
favor  of  Sublessor  that  would  assist Sublessee in repairing, maintaining or
replacing  any  of  the  Equipment.  Sublessor shall cooperate with Sublessee in
enforcing  such  warranties  and  guaranties  so  long  as  Sublessee reimburses
Sublessor  for  any  out-of-pocket  costs  incurred by Sublessor in doing so. In
addition  to  the foregoing provisions, Sublessee's use of Sublessor's Equipment
shall  also  be  subject  to the provisions of paragraph 61 of the Master Lease.

     15.2  Sublessee  shall maintain in full force and effect during the Term of
this  Sublease,  at  Sublessee's sole cost and expense, a policy of special form
insurance  covering  the  Equipment  for the full replacement cost thereof. Such
policy  shall name Sublessor as the named insured thereunder and shall be issued
by  an insurance company reasonably acceptable to Sublessor, which consent shall
not  be  unreasonably  withheld.  Sublessee  shall  provide  Sublessor  with  a
certificate  of  insurance  evidencing  such  coverage prior to the Commencement
Date.

     15.3  Provided  that Sublessee is not in default under this Sublease at the
expiration  of  the  Term, Sublessee may, at Sublessee's option, purchase all or
any portion of Sublessor's Equipment from Sublessor at a price equal to the then
fair  market value of such Equipment. If Sublessee elects to purchase all or any
portion  of  Sublessor's  Equipment,  Sublessor  shall,  at Sublessee's request,
execute  and  deliver  to Sublessee a bill of sale transferring all right, title
and  interest  of  Sublessor  in and to such portion of Sublessor's Equipment to
Sublessee,  without any warranties or guaranties whatsoever. Sublessee agrees to
accept Sublessor's Equipment in its then present condition, "AS IS," without any
warranties or guaranties whatsoever, including any warranties of merchantability
or  fitness  for  any  particular  purpose.

16.     SUBLESSOR'S  OPTION  TO  TERMINATE.
        ----------------------------------

     If, on or before January 2, 2005, Sublessee fails to provide Sublessor with
satisfactory  evidence  that (i) Sublessee has a current Net Cash Balance of not
less than Three Million Dollars ($3,000,000), or (ii) Sublessee has obtained new


                                      E-11
<PAGE>

equity  financing  of at least Five Million Dollars ($5,000,000), then Sublessor
shall  have  the  option to terminate this Sublease at any time after January 2,
2005,  by delivery of written notice to Sublessee not less than thirty (30) days
prior  to  the  effective  date  of such termination. Upon any such termination,
Sublessee shall vacate the Premises and surrender the Premises to Sublessor with
all  Equipment  in  place.  Sublessor  shall  have  the  right  to  request bank
verification of Sublessee's Net Cash Balance on a quarterly basis, and Sublessee
shall  provide such information to Sublessor within five (5) business days after
Sublessor  s  written  request  therefor.

17.     WAIVER.
        ------

     In  addition  to  any  waivers set forth in the Master Lease, Sublessor and
Sublessee hereby waive the right of subrogation against the other, and shall use
their  reasonable  best  efforts  to  cause  their  respective insurers to issue
appropriate  waivers  of  subrogation  endorsements  to all policies of physical
damage  carried  in  connection  with  the Premises or the contents thereof. The
foregoing  provisions  of  this  paragraph  17  shall  survive any expiration or
termination  of  this  Sublease.

18.     BROKERS.
        -------

     Sublessor  and  Sublessee each represents that it has been represented only
by  CPS,  A  Commercial  Real  Estate  Company,  as a real estate broker in this
transaction.  Sublessor  and Sublessee shall each defend, indemnify and hold the
other  harmless  from any claim made by any broker who is asserting a right to a
commission  as  a  result  of  representing  the  indemnifying  party.

19.     ADDRESS  FOR  NOTICES.
        ---------------------

     Sublessor's  address  for  notices  shall be 2665 North First Street, Suite
300,  San  Jose,  CA  95134,  Attention:  CFO,  prior  to Sublessor vacating the
Premises.  Sublessee's  address  for  notices shall be
                                                        ------------------------
prior  to  Sublessee  taking  occupancy of the Premises. Sublessee's address for
notices  shall be the address of the Premises upon Sublessee taking occupancy of
the  Premises.


                                      E-12
<PAGE>

20.     SUBLEASE  EFFECTIVE  DATE.
        -------------------------

     This  Sublease  shall  be effective on that date when both of the following
conditions  have  been satisfied ("Effective Date"): (i) Sublessor and Sublessee
have executed this Sublease as set forth below; and (ii) Master Lessor has given
its  written  consent  to  this  Sublease, such consent to be in a form mutually
acceptable  to  Sublessor  and  Sublessee,  in  their  reasonable  discretion.

     IN  WITNESS  WHEREOF,  Sublessor and Sublessee have executed this Sublease,
and  this  Sublease  shall  be  effective,  as  of  the  Effective  Date.

SUBLESSOR                              SUBLESSEE
EUCLID NETWORK SOLUTIONS, INC.,        SIVAULT  ANALYTICS, INC.,
a  California  corporation             a Delaware  corporationon

By:  /s/ [illegible]                   By: /s/ Jonaton Schmidt
     -------------------------------      -----------------------------
Its: CEO                               Its:  CSO
     -------------------------------      -----------------------------


                                      E-13
<PAGE>