AIRPORT
II PROPERTY MANAGEMENT, LLC





FULL
SERVICE LEASE





1.
BASIC LEASE PROVISIONS ("Basic Lease Provisions")


1.1 Parties: This Lease, dated
for reference purposes only,March 7, 2008,is made by and
betweenAirport II Property
Management, LLC(herein called "Lessor") and Document Capture Technologies,
Inc. (herein called "Lessee").


1.2 Premises: Suite
Number178,consisting
of approximately5,493 rentable
square feet and 4,479 useable square feet, more or less, as defined in
paragraph 2  (the "Premises").  A 15% load is included in
the total approximate square feet.


1.3 Building: Commonly
described as being located at 1798 Technology Drivein the City ofSan Jose, County of
Santa Clara, and State of California and as defined in paragraph 2.


1.4 Use: General office use
and related legal uses, subject to paragraph 6.


1.5 Term: Two (2) years
commencing on July 1, 2008("Commencement Date") and ending June 30, 2010 (“Termination
Date”), as defined in paragraph 3.


1.6 Base Rent: Shall be
payable on the first day of each month in accordance with paragraphs 1.7 and 4.1
herein.


1.7 Base Rent
      Schedule:
            07/01/08 to
      06/30/09:  $11,535.30 per month($2.10 per square
      foot)


07/01/09 to
      06/30/10:  $12,359.25 per month($2.25 per square
      foot)


1.8 Operating Expenses
      Schedule:
            07/01/08 to
      06/30/09:  $346.05 per month (3% of 1st
      year’s monthly rent)


07/01/09 to
      06/30/10:  $370.77 per month (3% of 2nd
      year’s monthly rent)


1.9 Base Rent and Other Monies
      Paid Upon Execution:


(a)
      Base Rent:  $11,535.30


(b)
      Operating Expenses: $346.05


(c) Security Deposit: $0 ($22,432.20
on file)


(d) Other:  $0


(e) Total due upon Execution of this
Lease:  $0





1.10 Business Hours for the
Building:  7:00 a.m. to 7:00 p.m. Monday through Friday (except
Building Holidays).





2.  PREMISES,
PARKING AND COMMON AREAS:


2.1 Premises: The Premises are
a portion of a building, herein sometimes referred to as the "Building"
identified in paragraph 1.3 of the Basic Lease Provisions "Building" shall
include adjacent parking structures used in connection therewith The Premises,
the Building, the Common Areas, the land upon which the same are located, along
with all other buildings and improvements thereon or thereunder, are herein
collectively referred to as the "Office Building Project". Lessor hereby leases
to Lessee and Lessee leases from Lessor for the term, at the rental rate, and
upon all of the conditions set forth herein, the real property referred to in
the Basic Lease Provisions, paragraph 1.2, as the "Premises", including rights
to the Common Areas as hereinafter specified.  Lessee agrees that
Lessee has been given a full and fair opportunity to determine and confirm the
square footage of the Premises and further agrees that the square footage
referenced in the Basic Lease Provisions, paragraph 1.2, is conclusively deemed
accurate.


2.2 Vehicle
Parking:  So long as Lessee is not in default, and subject to
the rules and regulations attached hereto, and as established by Lessor from
time to time, Lessee shall be entitled to rent and use n/a (#) unreserved
parking spaces in the Office Building Project.  There shall be no
overnight parking.


(a) If Lessee commits, permits
or allows any of the prohibited activities described in the Lease or the rules
then in effect, then Lessor shall have the right, without notice, in addition to
such other rights and remedies that it may have, to remove or tow away the
vehicle involved and charge the cost to Lessee, which cost shall be immediately
payable upon demand by Lessor.


2.3 Common Areas - Definition.
The term "Common Areas" is defined as all areas and facilities outside the
Premises and within the exterior boundary line of the Office Building Project
that are provided and designated by Lessor from time to time for the general
non-exclusive use of Lessor, Lessee and of other lessees of the Office Building
Project and their respective employees, suppliers, shippers, customers and
invitees, including, but not limited to, common entrances, lobbies, corridors,
stairways and stairwells, public restrooms, elevators, escalators, parking areas
to the extent not otherwise prohibited by this Lease, loading and unloading
areas, trash areas, roadways, sidewalks, walkways, parkways, ramps, driveways,
landscaped areas and decorative walls, but shall not have any right to the roof,
the exterior walls, the area above the dropped ceilings, or the utility raceways
of the building containing the Premises or to any other building in the Office
Building Project.


2.4 Common Areas - Rules and
Regulations. Lessee agrees to abide by and conform to the rules and
regulations attached hereto as Exhibit 'A' with respect to the Office Building
Project and Common Areas, and to cause its employees, suppliers, shippers,
customers and invitees to so abide and conform. Lessor or such other person(s)
as Lessor may appoint shall have the exclusive control and management of the
Common Areas and shall have the right from time to time to modify, amend and
enforce said rules and regulations.  Lessor shall not be responsible
to Lessee for the non-compliance with said rules and regulations by other
lessees, their agents, employees and invitees of the Office Building
Project.


2.5 Common Areas - Changes.
Lessor shall have the right, in Lessor's sole discretion, from time to
time:


(a) To make changes to the
Building interior and exterior and Common Areas, including, without limitation,
changes in the location, size, shape, number, and appearance thereof, including
but not limited to the lobbies, windows, stairways, air shafts, elevators,
escalators, restrooms, driveways, entrances, parking spaces, parking areas,
loading and unloading areas, ingress, egress, direction of traffic, decorative
walls, landscaped areas and walkways; provided, however, Lessor shall at all
time provide the parking facilities required by applicable law:


(b) To close temporarily any
of the Common Areas for maintenance purposes so long a reasonable access to the
Premises remains available;


(c) To designate other land
and improvements outside the boundaries of the Office Building Project to be a
part of the Common Areas, provided that such other land and improvements have a
reasonable and functional relationship to the Office Building
Project;


(d) To add additional
buildings and improvements to the Common Areas:


(e) To use the Common Areas
while engaged in making additional improvements, repairs or alterations to the
Office Building Project, or any portion thereof:


(f) To do and perform such
other act and make such other changes in, to or with respect to the Common Areas
and Office Building Project as Lessor may, in the exercise of sound business
judgment deem to be appropriate.




Initials
 _____
 _____







3.
TERM.


3.1 Term. The term
Commencement Date and Termination Date of this Lease shall be as specified in
paragraph 1.5 of the Basic Lease Provisions.


3.2 Delay in Possession.Notwithstanding said Commencement Date, if for any reason Lessor cannot
deliver possession of the Premises to Lessee on said date and subject to
paragraph 32(b), Lessor shall not be subject to any liability therefor, nor
shall such failure affect the validity of this Lease or the obligations of
Lessee hereunder or extend the term hereof; but, in such case, Lessee shall not
be obligated to pay rent or perform any other obligation of Lessee under the
terms of this Lease, except as may be otherwise provided in this Lease, until
possession of the Premises is tendered to Lessee, as hereinafter defined;
provided, however, that if Lessor shall not have delivered possession of the
Premises within sixty (60) days following said Commencement Date, as the same
may be extended under the terms of a Work Letter executed by Lessor and Lessee,
Lessee may, at Lessee's option by notice in writing to Lessor, within ten (10)
days thereafter, cancel this Lease, in which event the parties shall be
discharged from all obligations hereunder, provided however that as to Lessee's
obligations, Lessee first reimburses Lessor for all costs incurred for
Non-Standard improvements and as to Lessor's obligations, Lessor shall return
any money previously deposited by Lessee (less any offsets due Lessor for
Non-Standard Improvements); and provided further that if such written notice by
Lessee is not received by Lessor within said ten (10) day period, Lessee's right
to cancel this Lease hereunder shall terminate and be of no further force and
effect.


(a) Possession Tendered -
Defined. Possession of the Premises shall be deemed tendered to Lessee
("Tender of Possession") when (1) the improvements to be provided by Lessor
under this Lease are substantially completed, (2) the Building utilities are
ready for use in the Premises, and (3) Lessee has reasonable access to the
Premises.


(b) Delays Caused by Lessee.There shall be no abatement of rent, and the sixty (60) day period
following the Commencement Date before which Lessee's right to cancel this Lease
accrues under paragraph 3.2, shall be deemed extended to the extent of any
delays caused by acts or omissions of Lessee, Lessee's agents, employees and
contractors.


3.3 Early Possession. If
Lessee occupies the Premises prior to said Commencement Date, such occupancy
shall be subject to all provisions of this Lease, such occupancy shall not
change the termination date, and Lessee shall not pay rent for such early
occupancy.


3.4 Uncertain Commencement. In
the event commencement of the Lease term is defined as the completion of the
improvements, Lessee and Lessor shall execute an amendment to this Lease
establishing the date of Tender of Possession (as defined in paragraph 3.2(a) or
the actual taking of possession by Lessee, whichever first occurs, as the
Commencement Date.


3.5 Lessee Compliance. Lessor
shall not be required to tender possession of the Premises to Lessee until
Lessee complies with its obligation to provide evidence of insurance (Paragraph
8.3). Pending delivery of such evidence, Lessee shall be required to perform all
of its obligations under this Lease from and after the Commencement Date,
including the payment of Rent, notwithstanding Lessor's election to withhold
possession pending receipt of such evidence of insurance. Further, if Lessee is
required to perform any other conditions prior to or concurrent with the
Commencement Date, the Commencement Date shall occur but Lessor may elect to
withhold possession until such conditions are satisfied.





4.
RENT.


4.1 Base
Rent.  Subject to adjustment as provided in paragraph 1.7 and
except as may be otherwise expressly provided in this Lease, Lessee shall pay to
Lessor the Base Rent for the Premises set forth in paragraph 1.7 of the Basic
Lease Provisions, without offset or deduction. Lessee shall pay Lessor upon
execution hereof the advance Base Rent described in paragraph 1.8 of the Basic
Lease provisions.  Rent for any period during the term hereof which is
for less than one month shall be prorated based upon the actual number of days
of the calendar month involved.  Rent shall be payable in lawful money
of the United States to Lessor at the address stated herein or to such other
persons or at such other places as Lessor may designate in writing


4.2 Operating Expenses. Lessee
shall pay to Lessor, in addition to Base Rent, the amount set forth in paragraph
1.9 of the Basic Lease Provisions, as fixed Operating Expenses, without offset
or deduction, and payable on the first day of each month in the manner described
in paragraph 4.1.





5. SECURITY DEPOSIT. Lessee
shall deposit with Lessor upon execution hereof the Security Deposit as security
for Lessee's faithful performance of its obligations under this Lease. If Lessee
fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply
or retain all or any portion of said Security Deposit for the payment of any
amount due Lessor, including late charges, or to reimburse or compensate Lessor
for any liability, expense, loss or damage which Lessor may suffer or incur by
reason thereof. If Lessor uses or applies all or any portion of said Security
Deposit, Lessee shall within ten (10) days after written request therefor
deposit monies with Lessor sufficient to restore said Security Deposit to the
full amount required by this Lease.  If the Base Rent increases during
the term of this Lease, Lessee shall, upon written request from Lessor, deposit
additional monies with Lessor so that the total amount of the Security Deposit
shall at all times bear the same proportion to the increased Base Rent as the
initial Security Deposit bore to the Initial Base Rent.  Should the
Use (Paragraph 1.4) be amended to accommodate a material change in the business
of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right
to increase the Security Deposit to the extent necessary, in Lessor's reasonable
judgment, to account for any increased wear and tear that the Premises may
suffer as a result thereof. If a change in control of Lessee occurs during this
Lease and following such change the financial condition of Lessee is, in
Lessor's reasonable judgment, significantly reduced, Lessee shall deposit such
additional monies with Lessor as shall be sufficient to cause the Security
Deposit to be at a commercially reasonable level based on said change in
financial condition.  Lessor shall not be required to keep the
Security Deposit separate from its general accounts. Within fourteen (14) days
after the expiration or termination of this Lease, if Lessor elects to apply the
Security Deposit only to unpaid Rent, and otherwise within thirty (30) days
after the Premises have been vacated pursuant to Paragraph 7.2(b) below, Lessor
shall return that portion of the Security Deposit not used or applied by
Lessor.  No part of the Security Deposit shall be considered to be
held in trust, to bear interest or to be prepayment for any monies to be paid by
Lessee under this Lease.  It is specifically understood that Lessee
shall have no right at any time to apply said Security Deposit, or any portion
thereof, to any of its Rent obligations (including its last month’s Rent) or to
any other sums due and payable by Lessee under this Lease.




Initials
 _____
 _____
 2




6. Use.


6.1   Use.  The
Premises shall be used and occupied only for the Use specified in Paragraph 1.4,
or any other legal use which is reasonably comparable thereto, and for no other
purpose.  Lessee shall not use or permit the use of the Premises in a
manner that is unlawful, creates damage, waste or a nuisance, or that disturbs
owners and/or occupants of, or causes damage to neighboring
properties.  Lessor shall not unreasonably withhold or delay its
consent to any written request for a modification of the Use, so long as the
same will not impair the structural integrity of the improvements on the
Premises or the mechanical or electrical systems therein, or is not
significantly more burdensome to the Premises.  If lessor elects to
withhold consent, Lessor shall within five (5) business days after such request
give written notification of same, which notice shall include an explanation of
Lessor=s objections
to the change in use.


6.2   Compliance.


(a) Lessor warrants to Lessee
that the Premises, in the state existing on the date that the Lease term
commences, but without regard to alterations or improvements made by Lessee or
the use for which Lessee will occupy the Premises, do not violate any covenants
or restrictions of record in effect on such Lease term Commencement
Date.  In the event it is determined that this warranty has been
violated, then it shall be the obligation of the Lessor, after written notice
from Lessee, to promptly, at Lessor's sole cost and expense, rectify any such
violation.  In the event Lessee does not give to Lessor written notice
of the violation of this warranty within six (6) months from the date that the
Lease term commences, the correction of same shall be the obligation of the
Lessee at Lessee's sole cost The warranty contained in this paragraph 6.2(a)
shall be of no force or effect if, prior to the date of this Lease, Lessee was
an owner or occupant of the Premises and, in such event, Lessee shall correct
any such violation at Lessee's sole cost.


(b) Except as provided in
paragraph 6.2(a), Lessee shall, at Lessee's expense, promptly comply with all
applicable statutes (including Americans with Disabilities Act and O.S.H.A.),
ordinances, rules, regulations, orders, covenants and restrictions of record,
and requirements of any fire insurance underwriters or rating bureaus, now in
effect or which may hereafter come into effect, whether or not they reflect a
change in policy from that now existing, during the term or any part of the term
hereof, relating in any manner to the Premises and the occupation and use by
Lessee of the Premises.  Lessee shall conduct its business in a lawful
manner and shall not use or permit the use of the Premises or the Common Area in
any manner that will tend to create waste or a nuisance or shall tend to disturb
other occupants of the Office Building Project.


6.3
Condition of Premises.


(a) Lessee warrants to Lessor
that Lessee has conducted a thorough inspection of the Premises including,
without limitation, the plumbing, lighting, air conditioning, and heating
system, and Lessee accepts the Premises in the condition existing on the
Commencement Date.


(b) Except as otherwise
provided in this Lease, Lessee hereby accepts the Premises and the Office
Building Project in their condition existing as of the Lease Commencement Date
or the date that Lessee takes possession of the Premises, whichever is earlier,
subject to all applicable zoning, municipal, county and state laws, ordinances
and regulations governing and regulating the use of the Premises, and any
easements, covenants or restrictions of record, and accepts this Lease subject
thereto and to all matters disclosed thereby and by any exhibits attached
hereto.  Lessee acknowledges that it has satisfied itself by its own
independent investigation that the Premises are suitable for its intended use,
and that neither Lessor nor Lessor's agent or agents has made any representation
or warranty as to the present or future suitability of the Premises, Common
Areas or Office Building Project for the conduct of Lessee's
business.


6.4 Waste Nuisance. Lessee
shall not use the premises in any manner that will constitute waste, nuisance,
or unreasonable annoyance (including, without limitation, unreasonable noise,
the use of loudspeakers or sound or light apparatus that can be heard or seen
outside the Premises) to other tenants in the Building or occupants of
neighboring properties.  Lessee shall not use the Premises for vehicle
repair, sleeping, washing clothes, cooking, or the preparation, manufacturing or
mixing of anything that might emit any odor or objectionable noises or lights
into the Building or onto neighboring properties.





7.
MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA SERVICES.


7.1 Lessor's Obligations.
Lessor shall keep the Office Building Project, including the Premises, interior
and exterior
walls, roof and Common Areas, whether used exclusively for the Premises or in
common with other Premises, in good condition and repair; provided, however,
Lessor shall not be obligated to paint, repair or replace wall coverings, or to
repair or replace any improvements that are not ordinarily a part of the
Building.  Except as provided in paragraph 9.5, there shall be no
abatement of rent or liability of Lessee on account of any injury or
interference with Lessee's business with respect to any improvements,
alterations or repairs made by Lessor to the Office Building Project or any part
thereof.  Lessee expressly waives the benefits of any statute now or
hereafter in effect which would otherwise afford Lessee the right to make
repairs at Lessor's expense or to terminate this Lease because of Lessor's
failure to keep the Premises in good order, condition and
repair.


7.2
Lessee's Obligations.


(a) Notwithstanding Lessor's
obligation to keep the Premises in good condition and repair, Lessee shall be
responsible for payment of the cost thereof to Lessor as additional rent for
that portion of the cost of any maintenance and repair of the Premises, or any
equipment (wherever located) that serves only Lessee or the Premises, to the
extent such cost is attributable to causes beyond normal wear and
tear.  Lessee shall be responsible for the cost of painting, repairing
or replacing wall coverings, and to repair or replace any Premises improvements
that are not ordinarily a part of the Building.  Lessor may, at its
option, upon reasonable notice, perform such maintenance or repair at Lessee’s
cost that is otherwise Lessee's responsibility hereunder.


(b) On the last day of the
term hereof, or on any sooner termination, Lessee shall surrender the Premises
to Lessor in the same condition as received, ordinary wear and tear excepted,
clean and free of debris.  Any damage or deterioration of the Premises
shall not be deemed ordinary wear and tear if the same could have been prevented
by good maintenance practices by Lessee.  Lessee shall repair all
penetrations and damage (including markings to walls and stains in carpet).
Lessee shall repair any damage to the Premises occasioned by the installation or
removal of Lessee's trade fixtures, alterations, furnishings and
equipment.  Except as otherwise stated in this Lease, Lessee shall
leave the air lines, power panels, electrical distribution systems, lighting
fixtures, air conditioning, window coverings, wall coverings, carpets, wall
paneling, ceilings and plumbing on the Premises in good operating
condition.  Should Lessee fail to surrender the Premises in the
condition described herein, it is agreed and understood that Lessor may elect to
deem the lease as a holdover lease pursuant to Paragraph 25 herein and Lessee
shall pay rent at the rate set forth in such Paragraph 25.


7.3
Alterations and Additions.


(a) Lessee shall not, without
Lessor's prior written consent, make any alterations, improvements, additions,
Utility Installations or repairs in, on or about the Premises, or the Office
Building Project.  As used in this paragraph 7.3, the term "Utility
Installation" shall mean carpeting, window and wall coverings, power panels,
electrical distribution systems, lighting fixtures, air conditioning, plumbing,
and telephone and telecommunication wiring and equipment. At the expiration of
the term, Lessor may elect ownership or require the removal of any or all of
said alterations, improvements, additions or Utility Installations, and the
restoration of the Premises and the Office Building Project to their prior
condition, at Lessee's expense.  Should Lessor permit Lessee to make
its own alterations, improvements, additions or Utility Installations, Lessee
shall use only such contractor as has been expressly approved by Lessor, and
Lessor may require Lessee to provide Lessor, at Lessee's sole cost and expense,
a lien and completion bond in an amount equal to one and one-half times the
estimated cost of such improvements, to insure Lessor against any liability for
mechanic's and materialmen's liens and to insure completion of the
work.  Should Lessee make any alterations, improvements, additions or
Utility Installations without the prior approval of Lessor, or use a contractor
not expressly approved by Lessor, Lessor may, at any time during the term of
this Lease, require that Lessee remove any part or all of the same.




Initials
 _____
 _____
 3


(b) Any alterations,
improvements, additions or Utility Installations in or about the Premises or the
Office Building Project that Lessee shall desire to make shall be presented to
Lessor in written form, with proposed detailed plans.  If Lessor shall
give its consent to Lessee's making such alterations, improvements, additions or
Utility Installations, the consent shall be deemed conditioned upon Lessee
acquiring a permit to do so from the applicable governmental agencies,
furnishing a copy thereof to Lessor prior to the commencement of the work, and
compliance by Lessee with all conditions of said permit in a prompt and
expeditious manner.


(c) Lessee shall pay, when
due, all claims for labor or materials furnished or alleged to have been
furnished to or for Lessee or for use in the Premises, which claims are or may
be secured by any mechanic's or materialmen's lien against the Premises, the
Building or the Office Building Project, or any interest therein.


(d) Lessee shall give Lessor
not less than ten (10) days notice prior to the commencement of any work in the
Premises by Lessee, and Lessor shall have the right to post notices of
non-responsibility in or on the Premises or the Building as provided by
law.  If Lessee shall, in good faith, contest the validity of any such
lien, claim or demand, then Lessee shall, at its sole expense, defend itself and
Lessor against the same and shall pay and satisfy any such adverse judgment that
may be rendered thereon before the enforcement thereof against the Lessor or the
Premises, the Building or the Office Building Project, upon the condition that
if Lessor shall require, Lessee shall furnish to Lessor a surety bond
satisfactory to Lessor in an amount equal to such contested lien claim or demand
indemnifying Lessor against liability for the same and holding the Premises, the
Building and the Office Building Project free from the effect of such lien or
claim.  In addition, Lessor may require Lessee to pay Lessor's
reasonable attorneys' fees and costs in participating in such action if Lessor
shall decide it is to Lessor's best interest so to do.


(e) All alterations,
improvements, additions and Utility Installations (whether or not such Utility
Installations constitute trade fixtures of Lessee), which may be made to the
Premises by Lessee, including but not limited to, floor coverings, paneling,
doors, drapes, built-ins, moldings, sound attenuation, and lighting and
telephone or communication systems, conduit, wiring and outlets, shall be made
and done in a good and workmanlike manner and of good and sufficient quality and
materials and shall be the property of Lessor and remain upon and be surrendered
with the Premises at the expiration of the Lease term, unless Lessor requires
their removal pursuant to paragraph 7.3(a).  Provided Lessee is not in
default, notwithstanding the provisions of this paragraph 7.3(e), Lessee's
personal property and equipment, other than that which is affixed to the
Premises so that it cannot be removed by Lessee subject to the provisions of
paragraph 7.2.


(f) Lessee shall provide
Lessor with as-built plans and specifications for any alterations, improvements,
additions or Utility Installations.


7.4 Utility Additions. Lessor
reserves the right to install new or additional utility facilities throughout
the Office Building Project for the benefit of Lessor or Lessee, or any other
lessee of the Office Building Project, including, but not by way of limitation,
such utilities as plumbing, electrical systems, communication systems, and fire
protection and detection systems, so long as such installations do not
unreasonably interfere with Lessee's use of the Premises.





8.  INSURANCE;
INDEMNITY.


8.1   Liability
Insurance.


(a) Carried by
Lessee.Lessee shall obtain and keep in force a Commercial
General Liability Policy of Insurance protecting Lessee and Lessor as an
additional insured against claims for bodily injury, personal injury and
property damage based upon or arising out of the ownership, use, occupancy or
maintenance of the Premises and all areas appurtenant thereto.  Such
insurance shall be on an occurrence basis providing single limit coverage in an
amount not less than $2,000,000 per occurrence with an "Additional Insured-Managers and
Lessors of Premises Endorsement" and contain the "Amendment of the Pollution Exclusion
Endorsement" for damage caused by heat, smoke or fumes from a hostile
fire. The Policy shall not contain any Insured exclusions as between Insured
persons or organizations, but shall include coverage for liability assumed under
this Lease as an "insured contract" for the performance of Lessee's indemnity
obligations under this Lease. The limits of said insurance shall not, however,
limit the liability of Lessee nor relieve Lessee of any obligation hereunder.
All insurance carried by Lessee shall be primary to and not contributory with
any similar insurance carried by Lessor, whose insurance shall be considered
excess insurance only.


(b) Carried by Lessor. All
insurance maintained by Lessor shall be for the sole benefit of Lessor and under
Lessor's sole control.


(1) Property Insurance. Lessor
agrees to maintain property insurance insuring the Building against damage or
destruction due to risks including fire, vandalism and malicious mischief in an
amount not less than the replacement cost thereof in the form and with
deductibles and endorsements as selected by Lessor At its election, Lessor may
instead obtain "All Risk" coverage, and may also obtain earthquake, pollution,
and/or flood insurance in amounts selected by Lessor.


(2) Optional Insurance.
Lessor, at Lessor's option, may also carry insurance against loss of rent, in an
amount equal to the amount of Base Rent and Additional Rent that Lessor could be
required to abate to all Building tenants in the event of condemnation, damage
or destruction for a period of twelve (12) months.  Lessor may also
carry such other insurance, as Lessor may deem prudent or advisable, including,
without limitation, liability insurance in such amounts and on such terms, as
Lessor shall determine.  Lessor shall not be obligated to insure any
furniture, machinery, goods, inventory or supplies which Tenant may keep or
maintain in the Premises, or any leasehold improvements, additions or
alterations within the Premises.


(c) Adjacent Premises. If the
Premises are part of a larger building, or of a group of buildings owned by
Lessor which are adjacent to the Premises, the Lessee shall pay for any increase
in the premiums for the property insurance of such building or buildings if said
increase is caused by Lessee's acts, omissions, use or occupancy of the
Premises.


8.2
Lessee's Property/Business Interruption Insurance.


(a) Property Damage. Lessee
shall obtain and maintain insurance coverage on all of Lessee's personal
property, Trade Fixtures, and Lessee Owned Alterations and Utility
Installations. Such insurance shall be full replacement cost coverage with a
deductible of not to exceed $1,000 per occurrence. The proceeds from any such
insurance shall be used by Lessee for the replacement of personal property,
Trade Fixtures and Lessee Owned Alterations and Utility
Installations.  Lessee shall provide Lessor with written evidence that
such insurance is in force.


(b) Business Interruption.
Lessee shall obtain and maintain loss of income and extra expense insurance in
amounts as will reimburse Lessee for direct or indirect loss of earnings
attributable to all perils commonly insured against by prudent lessees in the
business of Lessee or attributable to prevention of access to the Premises as a
result of such perils.


(c) No Representation of Adequate
Coverage. Lessor makes no representation that the limits or forms of
coverage of insurance specified herein are adequate to cover Lessee's property,
business operations or obligations under this Lease.


8.3 Insurance Policies.
Insurance required herein shall be by companies duly licensed or admitted to
transact business in the state where the Premises are located, and maintaining
during the policy term a "General Policyholders Rating" of at least A-, V, as
set forth in the most current issue of "Best's Insurance Guide@ or such
other rating as may be required by a Lender.  Lessee shall not do or
permit to be done anything that invalidates the required insurance
policies.  Lessee shall, prior to the Start Date, deliver to Lessor
certified copies of policies of such insurance or certificates evidencing the
existence and amounts of the required insurance.  No such policy shall
be cancelable or subject to modification except after thirty (30) days prior
written notice to Lessor.  Lessee shall, at least thirty (30) days
prior to the expiration of such policies, furnish Lessor with evidence of
renewals or "insurance binders" evidencing renewal thereof, or Lessor may order
such insurance and charge the cost thereof to Lessee, which amount shall be
payable by Lessee to Lessor upon demand.  Such policies shall be for a
term of at least one year, or the length of the remaining term of this Lease,
whichever is less.


8.4 Waiver of Subrogation.
Without affecting any other rights or remedies, Lessee and Lessor each hereby
release and relieve the other, and waive their entire right to recover damages
against the other, for loss of or damage to its property arising out of or
Incident to the perils required to be insured against herein The effect of such
releases and waivers is not limited by the amount of insurance carried or
required, or by any deductibles applicable hereto. The Parties agree to have
their respective property damage insurance carriers waive any right to
subrogation that such companies may have against Lessor or Lessee, as the case
may be, so long as the insurance is not invalidated thereby.




Initials
 _____
 _____
 4


8.5 Indemnity. Except for
Lessor's gross negligence or willful misconduct, Lessee shall indemnify,
protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's
master or ground lessor, partners and Lenders, from and against any and all
claims, loss of rents and/or damages, liens, judgments, penalties, attorneys'
and consultants' fees, expenses and/or liabilities arising out of, involving, or
in connection with the use and/or occupancy of the Premises by
Lessee.  If any action or proceeding is brought against Lessor by
reason of any of the foregoing matters, Lessee shall upon notice defend the same
at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor
shall cooperate with Lessee in such defense.  Lessor need not have
first paid any such claim in order to be defended or indemnified.


8.6 Exemption of Lessor from
Liability. Lessor shall not be liable for injury or damage to the person
or goods, wares, merchandise or other property of Lessee, Lessee's employees,
contractors, invitees, customers, or any other person in or about the Premises,
whether such damage or injury is caused by or results from fire, steam,
electricity, gas, water/moisture intrusion, mold or rain, or from the breakage,
leakage, obstruction or other defects of pipes, fire sprinklers, wires,
appliances, plumbing, HVAC or lighting fixtures, or from any other cause,
whether the said injury or damage results from conditions arising upon the
Premises or upon other portions of the Building of which the Premises are a
part, or from other sources or places, as a result of Lessor’s active or passive
negligence.  Lessor shall not be liable for any damages arising from
any act or neglect of any other tenant of Lessor.  Notwithstanding
Lessor's negligence (active or passive) or breach of this Lease, Lessor shall
under no circumstances be liable for injury to Lessee's business or for any loss
of income or profit therefrom.





9.
DAMAGE OR DESTRUCTION.


9.1
Definitions.


(a) "Premises Damage" shall
mean if the Premises are damaged or destroyed to any extent.


(b) "Premises Building Partial
Damage" shall mean if the Building of which the Premises are a part is damaged
or destroyed to the extent that the cost to repair is less than fifty percent
(50%) of the then Replacement Cost of the building.


(c) "Premises Building Total
Destruction" shall mean if the Building of which the Premises are a part is
damaged or destroyed to the extent that the cost to repair is fifty percent
(50%) or more of the then Replacement Cost of the Building.


(d) "Office Building Project
Buildings" shall mean all of the buildings on the Office Building Project
site.


(e) "Office Building Project
Buildings Total Destruction" shall mean if the Office Building Project Buildings
are damaged or destroyed to the extent that the cost of repair is fifty percent
(50%) or more of the then Replacement Cost of the Office Building Project
Buildings.


(f) "Insured Loss" shall mean
damage or destruction that was caused by an event required to be covered by the
insurance described in paragraph 8. The fact than an Insured Loss has a
deductible amount shall not make the loss an uninsured loss.


(g)"Replacement Cost" shall
mean the amount of money necessary to be spent in order to repair or rebuild the
damaged area to the condition that existed immediately prior to the damage
occurring, excluding all improvements made by Lessee, other than those installed
by Lessor at Lessee's expense.


9.2
Premises Damage; Premises Building Partial Damage.


(a) Insured Loss: Subject to the
provisions of paragraphs 9.4 and 9.5, if at any time during the term of this
Lease there is damage which is an Insured Loss and which falls into the
classification of either Premises Damage or Premises Building Partial Damage,
then Lessor shall, as soon as reasonably possible and to the extent the required
materials and labor are readily available through usual commercial channels, at
Lessor's expense repair such damage (but not Lessee's fixtures, equipment or
tenant improvements originally paid for by Lessee) to its condition existing at
the time of the damage, and this Lease shall continue in full force and
effect.


(b) Uninsured Loss: Subject to
the provisions of paragraphs 9.4 and 9.5, if at any time during the term of this
Lease there is damage which is not an Insured Loss and which falls within the
classification of Premises Damage or Premises Building Partial Damage, unless
caused by a negligent or willful act of Lessee (in which event Lessee shall make
the repairs at Lessee's expense), which damage prevents Lessee from making any
substantial use of the Premises, Lessor may at Lessor's option either (i) repair
such damage as soon as reasonably possible at Lessor's expense, in which event
this Lease shall continue in full force and effect, or (ii) give written notice
to Lessee within thirty (30) days after the date of the occurrence of such
damage of Lessor's intention to cancel and terminate this Lease as of the date
of the occurrence of such damage, in which event this Lease shall terminate as
of the date of the occurrence of such damage.


9.3 Premises Building Total
Destruction; Office Building Project Buildings Total Destruction. Subject
to the provisions of paragraphs 9.4 and 9.5, if at any time during the term of
this Lease there is damage, whether or not it is an Insured Loss, which falls
into the classification of either (i) Premises Building Total Destruction, or
(ii) Office Building Project Buildings Total Destruction, then Lessor may at
Lessor=s option
either (i) repair such damage or destruction as soon as reasonably possible at
Lessor=s expense
(to the extent the required materials are readily available through usual
commercial channels) to its conditions existing at the time of the damage, but
not Lessee=s fixtures,
equipment or tenant improvements, and this Lease shall continue in full force
and effect, or (ii) give written notice to Lessee within thirty (30) days after
the date of occurrence of such damage of Lessor=s intention
to cancel and terminate this Lease, in which case this Lease shall terminate as
of the date of the occurrence of such damage.


9.4
Damage Near End of Term.


(a) Subject to paragraph
9.4(b), if at any time during the last twelve (12) months of the term of this
Lease there is substantial damage to the Premises, Lessor may at Lessor's option
cancel and terminate this Lease as of the date of occurrence of such damage by
giving written notice to Lessee of Lessor's election to do so within 30 days
after the date of occurrence of such damage.




Initials
 _____
 _____
 5


(b) Notwithstanding paragraph
9.4(a), in the event that Lessee has an option to extend or renew this Lease,
and the time within which said option may be exercised has not yet expired,
Lessee shall exercise such option, if it is to be exercised at all, no later
than twenty (20) days after the occurrence of an Insured Loss falling within the
classification of Premises Damage during the last twelve (12) months of the term
of this Lease.  If Lessee duly exercises such option during said
twenty (20) day period, Lessor shall, at Lessor's expense, repair such damage,
but not Lessee's fixtures, equipment or tenant improvements, as soon as
reasonably possible and this Lease shall continue in full force and
effect.  If Lessee fails to exercise such option during said twenty
(20) day period, then Lessor may at Lessor's option terminate and cancel this
Lease as of the expiration of said twenty (20) day period, notwithstanding any
term or provision in the grant of option to the contrary.


9.5
Abatement of Rent; Lessee's Remedies.


(a) In the event Lessor
repairs or restores the Building or Premises pursuant to the provisions of this
paragraph 9, and any part of the Premises is not usable (including loss of use
due to loss of access or essential services), the rent payable hereunder
(including Operating Expenses) for the period during which such damage, repair
or restoration continues shall be abated, provided (i) the damage was not the
result of the negligence of Lessee, and (ii) such abatement shall only be to the
extent the operation and profitability of Lessee's business as operated from the
Premises is adversely affected . Except for said abatement of rent, if any,
Lessee shall have no claim against Lessor for any damage suffered by reason of
any such damage, destruction, repair or restoration.


(b) If Lessor shall be
obligated to repair or restore the Premises or the Building under the provisions
of this Paragraph 9 and shall not commence such repair or restoration within
ninety (90) days after such occurrence, or if Lessor shall not complete the
restoration and repair within six (6) months after such occurrence, Lessee may
at Lessee's option cancel and terminate this Lease by giving Lessor written
notice of Lessee's election to do so at any time prior to the commencement or
completion, respectively, of such repair or restoration.  In such
event this Lease shall terminate as of the date of such notice.


(c) Lessee agrees to cooperate
with Lessor in connection with any such restoration and repair, including but
not limited to the approval and/or execution of plans and specifications
required.


9.6 Termination-Advance
Payments. Upon termination of this Lease pursuant to this paragraph 9, an
equitable adjustment shall be made concerning advance rent and any advance
payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessor
so much of Lessee's security deposit as has not theretofore been applied by
Lessor.


9.7 Waiver.  Lessor
and Lessee waive the provisions of any statute that relates to termination of
leases when leased property is
destroyed and agree that such event shall be governed by the terms of this
Lease.





10.
[INTENTIONALLY LEFT BLANK]





11.
UTILITIES.


11.1 Services Provided by
Lessor. Lessor shall provide heating, ventilation, air conditioning, and
janitorial service as reasonably required, reasonable amounts of electricity for
normal lighting and office machines during the days/hours set forth in
subparagraph 11. 3, water for reasonable and normal drinking and lavatory use,
and replacement light bulbs and/or florescent tubes and ballasts for standard
overhead fixtures.  In the event the cost of electricity for any
single month(s) during the term of the Lease exceeds the cost of electricity for
the same month of the preceding year by fifteen percent (15%), then such cost of
electricity exceeding the fifteen percent (15%) shall be paid by Lessee in
conjunction with and in the same manner as Base Rent.


11.2 Services Exclusive to
Lessee. Lessee shall pay for all water, gas, heat, light, power,
telephone and other utilities and services specially or exclusively supplied
and/or metered exclusively to the Premises or to Lessee, together with any taxes
thereon.  If any such services are not separately metered to the
Premises, Lessee shall pay at Lessor's option a reasonable proportion to be
determined by Lessor of all charges jointly metered with other premises in the
Building.


11.3 Hours of Service. Said
services and utilities shall be provided Monday through Friday, 7:00 a.m. to
7:00 p.m.  "Standard Usage" is four (4) watts per square foot (based
on "rentable" square footage) per hour excluding general building HVAC during
hours of service.  All usage of services and utilities on days or
hours other than Monday through Friday, 7:00 a.m. to 7:00 p.m. shall be defined
as "After Hours Usage." Lessee agrees to pay Lessor, as additional rent, the sum
of $15.00 per hour billed in increments of one (1) hour for all After Hour
standard usage of services and utilities. Charges for such After Hour usages
shall be reflected in the monthly statement to Lessee and shall be paid each
month in conjunction with base rent pursuant to paragraph 4.1.


11.4 Excess Usage by Lessee.
Lessee shall not make connection to the utilities except by or through existing
outlets and shall not install or use machinery or equipment in or about the
Premises that uses excess water, lighting or power, or suffer or permit any act
that causes extra burden upon the utilities or services, including but not
limited to security services, over Standard Usage for the Office Building
Project.   Lessor shall require Lessee to reimburse Lessor for
any excess expenses or costs that may arise out of a breach of this subparagraph
by Lessee.  Lessor may, in its sole discretion, install at Lessee's
expense supplemental equipment and/or separate metering applicable to Lessee's
excess usage or loading. It is agreed and understood that all costs (including,
without limitation, costs incurred in determining excess usage) incident to
excess usage shall be paid by Lessee.


11.5 Interruptions. There
shall be no abatement of rent and Lessor shall not be liable in any respect
whatsoever for the inadequacy, stoppage, interruption or discontinuance of any
utility or service due to riot, strike, labor dispute, breakdown, accident,
repair or other cause beyond Lessor's reasonable control or in cooperation with
governmental request or directions.





12.
ASSIGNMENTS AND SUBLETTING.


12.1
Lessor's Consent Required.


(a) Lessee shall not
voluntarily or by operation of law assign, sublet, transfer, mortgage or
encumber all or any part of Lessee=s interest
in this Lease or in the Premises without Lessor=s prior
written consent. A
change in the control of Lessee whether by way of merger, sale, acquisition,
financing, transfer, leveraged buy-out or otherwise, shall require Lessor=s prior
written consent.  Any such assignment, sublet, transfer, mortgage,
encumbrance or change in control of Lessee is hereafter collectively referred to
as AAssignment or Subletting.@


(b) An Assignment or
Subletting without written consent shall, at Lessor's option, be a Default
curable after notice per Paragraph 13.1(c), or a noncurable Breach without the
necessity of any notice and grace period.   If Lessor elects to
treat such unapproved Assignment or Subletting as a noncurable Breach, Lessor
may either (i) terminate this Lease, or (ii) upon thirty (30) days written
notice, increase the monthly Base Rent to one hundred ten percent (110%) of the
current market rent for new leases.   Further, in the event of
such Breach and rental adjustment (i) the purchase price of any option to
purchase the Premises held by Lessee shall be subject to similar adjustment to
one hundred ten percent (110%) of the price previously in effect and (ii) all
fixed and non-fixed rental adjustments scheduled during the remainder of the
Lease term shall be increased to One Hundred Ten Percent (110%) of the current
market rent for new leases.




Initials
 _____
 _____
 6


(c) Lessor and Lessee hereby
acknowledge that Lessor's disapproval of any proposed Assignment or Subletting
pursuant to Paragraph 12 shall be deemed reasonably withheld if based upon any
reasonable factor, including, without limitation, any or all of the following
factors:


(i) The proposed Assignment or
Subletting would result in more than two subleases of portions of the Premises
being in effect at any one time during the Term;


(ii) The net effective rent
payable by the Assignee or Sublessee (adjusted on a rentable square foot basis)
is less than the net effective rent then being quoted by Lessor for new leases
in the Building for comparable size space for a comparable period of
time;


(iii) The proposed Assignee or
Sublessee is an existing tenant of the Project or is negotiating with Lessor (or
has negotiated with Lessor in the last six (6) months) for space in the
Project;


(iv) The proposed Assignee or
Sublessee is a governmental entity;


(v) The portion of the
Premises to be assigned or sublet is irregular in shape with inadequate means of
ingress and egress;


(vi) The use of the Premises
by the Assignee or Sublessee;


(aa) Is not permitted by the
use provisions hereof; or


(bb) Violates any exclusive
use granted by Lessee to another tenant in the Building;


(vii) The Assignment or
Subletting would likely result in a significant increase in the use of the
parking areas or Common Areas by the Assignee's or Subtenant=s employees
or visitors, and/or significantly increase the demand upon utilities and
services to be provided by Lessor to the Premises;


(viii) The Assignee or
Sublessee does not have the financial capacity to fulfill the obligations
imposed by the Assignment or Subletting;


(ix) The Assignee or Sublessee
is not in Lessee's reasonable opinion of reputable or good character or
consistent with Lessee's desired tenant mix; or


(x) Lessee is in default or
breach under this Lease as defined in Paragraph 13.1.


12.2
Terms and Conditions Applicable to Assignment and Subletting.


(a)Regardless of Lessor's
consent, any Assignment or Subletting shall not (i) be effective without the
express written assumption by such Assignee or Sublessee of the obligations of
Lessee under this Lease; (ii) release Lessee of any obligations hereunder; or
(iii) alter the primary liability of Lessee for the payment of Rent or for the
performance of any other obligations to be performed by Lessee.


(b)Lessor may accept Rent or
performance of Lessee's obligations from any person other than Lessee pending
approval or disapproval of an Assignment.  Neither a delay in the
approval or disapproval of such Assignment nor the acceptance of Rent or
performance shall constitute a waiver or estoppel of Lessor's right to exercise
its remedies for Lessee's Default or Breach.


(c) Lessor's consent to any
Assignment or Subletting shall not constitute consent to any subsequent
Assignment or Subletting.


(d) In the event of any
Default or Breach by Lessee, Lessor may proceed directly against Lessee, any
Guarantors or anyone else responsible for the performance of Lessee's
obligations under this Lease, including any Assignee or Sublessee, without first
exhausting Lessor's remedies against any other person or entity responsible
therefore to Lessor, or any security held by Lessor.


(e) Each request for consent
to an Assignment or Subletting shall be in writing, accompanied by information
relevant to Lessor's determination as to the financial and operational
responsibility and appropriateness of the proposed Assignee or Sublessee,
including but not limited to the intended use and/or required modification of
the Premises, if any, together with a fee of $1,000 or ten percent (10%) of the
current monthly Base Rent applicable to the portion of the Premises which is the
subject of the proposed Assignment or Sublease, whichever is greater, as
consideration for Lessor's considering and processing said
request.  Lessee agrees to provide Lessor with such other or
additional information and/or documentation as may be reasonably
requested.


(f) Any Assignee of, or
Sublessee under, this Lease shall, by reason of accepting such Assignment or
entering into such Sublease, be deemed to have assumed and agreed to conform and
comply with each and every term, covenant, condition and obligation herein to be
observed or performed by Lessee during the term of said Assignment or Sublease,
other than such obligations as are contrary to or inconsistent with provisions
of an Assignment or Sublease to which Lessor has specifically consented in
writing.


12.3 Additional Terms and Conditions
Applicable to Subletting. The following terms and conditions shall apply
to any Subletting by Lessee of all or any part of the Premises and shall be
deemed included in all subleases under this Lease whether or not expressly
incorporated therein:


(a) Subject to paragraph 12.4,
Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all
Rent payable on any Sublease, and Lessor may collect such Rent and apply same
toward Lessee's obligations under this Lease; provided, however, that until a
Breach shall occur in the performance of Lessee's obligations, Lessee may
collect said Rent.   Lessor shall not by reason of the foregoing
or any Assignment of such sublease, nor by reason of the collection of Rent, be
deemed liable to the Sublessee for any failure to Lessee to perform and comply
with any of Lessee's obligations to such Sublessee. Lessee hereby irrevocably
authorizes and directs any such Sublessee, upon receipt of a written notice from
Lessor stating that a Breach exists in the performance of Lessee's obligations
under this Lease, to pay to Lessor all Rent due and to become due under the
Sublease.   Sublessee shall rely upon any such notice from Lessor
and shall pay all Rents to Lessor without any obligation or right to inquire as
to whether such Breach exists, notwithstanding any claim from Lessee to the
contrary.


(b) In the event of a Breach
by Lessee, Lessor may, at its option, require Sublessee to attorn to Lessor, in
which event Lessor shall undertake the obligations of the Sublessor under such
Sublease from the time of the exercise of said option to the expiration of such
Sublease; provided, however, Lessor shall not be liable for any prepaid rents or
security deposit paid by such Sublessee to such Sublessor or for any prior
Defaults or Breaches by such Sublessor.


(c) Any matter requiring the
consent of the Sublessor under a Sublease shall also require the consent of
Lessor.


(d) No Sublessee shall further
assign or sublet all or any part of the Premises without Lessor's prior written
consent.


(e) Lessor shall deliver a
copy of any Notice of Default or Breach by Lessee to the Sublessee, who shall
have the right to cure the Default of Lessee within the grace period, if any,
specified in such notice The Sublessee shall have a right of reimbursement and
offset from and against Lessee for any such Defaults cured by the
Sublessee.


(f) Lessee and/or Sublessee
shall be responsible for paying all costs associated with Subletting and not be
entitled to credit such associated costs against rent (or other consideration)
payable on any Sublease It is expressly understood and agreed that all rent (or
other consideration) payable on any Sublease shall be paid to Lessor without
offset or credit.




Initials
 _____
 _____
 7


12.4 Additional Terms and Conditions
Applicable to Assignment and Subletting.It is the intent of
the parties hereto that the Lease shall confer upon Lessee only the right to use
and occupy the Premises and to exercise such other rights as are conferred upon
Lessee by this Lease.  The parties agree that this Lease is not
intended to have a bonus or enhanced value to Lessee, nor to serve as a vehicle
whereby Lessee may profit by a future assignment or sublet of this Lease of a
right to use or occupy the Premises as a result of any favorable terms contained
herein or any favorable changes in the market for commercial lease
space.  It is the intent of the parties that any such bonus or
enhanced value that may attach to this Lease shall be and remain the exclusive
property of the Lessor.  In order to carry out this intent, in the
event Lessee seeks to assign or transfer its interest in this Lease of the
Premises, Lessor shall have the following options which may be exercised at its
sole election, without limiting Lessor in the exercise of any other right or
remedy at law or equity or under this Lease which Lessor may have by reason of
such proposed assignment or sublet.


(a) Lessor may terminate this
Lease and release Lessee from any further rental obligations thereunder by
sending Lessee written notice of such termination within forty -five (45) days
after notice of intent to assign or sublet is deemed given by Lessee, provided,
however, that Lessee may withdraw its notice of intent by written notice to
Lessor at any time within ten (10) days after receipt by Lessee of Lessor=s notice of
termination, in which event this Lease shall continue in full force and
effect.  If Lessor elects to terminate this Lease and if Lessee does
not withdraw its notice of intent, Lessee shall surrender the Premises pursuant
to the terms of this Lease, within sixty (60) days after notice of intent to
transfer is deemed given by Lessee and on such date as designated by
Lessor.


(b) Lessor may, within
forty-five (45) days after notice of intent to assign or sublet is deemed given
by Lessee, acquire the interest in this Lease and the Premises that Lessee
proposed to assign or sublet, on the same terms and conditions as the proposed
assignment or sublet.


(c) Lessor may consent to the
proposed assignment or sublet, provided that as a condition to such consent,
Lessor shall have the right to require that any and all rent paid by the
assignee tenant or subtenant, including, without limitation, any rent in excess
of the rentals to be paid under this Lease shall be paid directly to Lessor at
the time and place specified in this Lease.  For the purpose of this
paragraph, the term Arent@ shall
include any consideration of any kind received, or to be received from the
assignee tenant or subtenant.  If such sums are related to Lessee=sinterest in the Lease or
in the Premises, including, without limitation, expense reimbursements or
advances, the value of services performed, key money, bonus money and/or
payments for Lessee=s personal
property in excess of the book value of such property.  The term Apersonal
property@ as used in
this paragraph shall include, without limitation, assets, fixtures, inventories,
accounts, good will, equipment, furniture, general intangibles, and any capital
stock or other equity ownership interest of Lessee.




DEFAULTS;
BREACH; REMEDIES.


13.1 Default; Breach. A
"Default" is defined as a failure by the Lessee to comply with or perform any of
the terms, covenants, conditions or rules under this Lease.   A
"Breach" is defined as the occurrence of one or more of the following Defaults,
and the failure of Lessee to cure such Default within any applicable grace
period.


(a) The abandonment of the
Premises; or the vacating of the Premises without providing a commercially
reasonable level of security, and/or Security Deposit or where the coverage of
the property insurance described in Paragraph 8.1 is jeopardized as a result
thereof, or without providing reasonable assurances to minimize potential
vandalism.


(b) The failure of Lessee to
make any payment of Rent, Operating Expense, or any Security Deposit required to
be made by Lessee hereunder, whether to Lessor or to a third party, when due, to
provide reasonable evidence of insurance or surety bond, or to fulfill any
obligation under this Lease which endangers or threatens life or property, where
such failure continues for a period of three (3) days following written notice
to Lessee.


(c) The failure by Lessee to
provide (i) reasonable written evidence of compliance with Applicable
Requirements, (ii) the service contracts, (iii) the rescission of an
unauthorized Assignment or Subletting, (iv) a Tenancy Statement, (v) a requested
subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any
document requested under Paragraph 40 (easements), or (viii) any other
documentation or information which Lessor may reasonably require of Lessee under
the terms of this Lease, where any such failure continues for a period of three
(3) days following written notice to Lessee.


(d) A Default by Lessee as to
the terms, covenants, conditions or provisions of this Lease, or of the attached
rules adopted hereunder including, without limitation, Vehicle Parking
(Paragraph 2.2), Security Deposit (Paragraph 5), Use (Paragraph 6), Maintenance
and Alterations (Paragraphs 7.2, 7.3 and 7.4), Utilities (Paragraph 11),
Assignment and Subletting (Paragraph 12), Lessor=s Access
(Paragraph 32), Hazardous Substances (Paragraph 49), where such Default
continues for a period of three (3) days after written notice.


(e)The occurrence of any of
the following events: (i) the making of any general arrangement or assignment
for the benefit of creditors; (ii) becoming a Adebtor@
as defined in 11 U.S.C. Sec. 101 or any successor statute thereto (unless, in
the case of a petition filed against Lessee, the same is dismissed within sixty
(60) days); (iii) the appointment of a trustee or receiver to take possession of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where possession is not restored to Lessee within thirty
(30) days; or (iv) the attachment, execution or other judicial seizure of
substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where such seizure is not discharged within thirty (30)
days; provided, however, in the event that any provision of this subparagraph
(e) is contrary to any applicable law, such provision shall be of no force or
effect, and not affect the validity of the remaining provisions.


(f) The discovery that any
financial statement of Lessee or of any Guarantor given to Lessor was materially
false.


(g) If the performance of
Lessee's obligations under this Lease is guaranteed (i) the death of a
Guarantor; (ii) the termination of a Guarantor's liability with respect to this
Lease other than in accordance with the terms of such guaranty; (iii) a
Guarantor's becoming insolvent or the subject of a bankruptcy filing; (iv) a
Guarantor's refusal to honor the guaranty; or (v) a Guarantor's breach of its
guaranty obligation on an anticipatory basis, and Lessee's failure, within sixty
(60) days following written notice of any such event, to provide written
alternative assurance or security, which, when coupled with the then existing
resources of Lessee, equals or exceeds the combined financial resources of
Lessee and the Guarantors that existed at the time of execution of this
Lease.


(h) In the event Lessee has
one or more additional leases for other premises in the Office Building Project,
then it is acknowledged and agreed that a default under such additional lease(s)
shall also constitute a default under this Lease.




Initials
 _____
 _____
 8




13.2 Remedies. If Lessee fails
to perform any of its affirmative duties or obligations, within ten (10) days
after written notice (or in case of an emergency, without notice), Lessor may,
at its option, perform such duty or obligation on Lessee's behalf, including but
not limited to the obtaining of reasonably required bonds, insurance policies,
or governmental licenses, permits or approvals.  The costs and
expenses of any such performance by Lessor shall be due and payable by Lessee
upon receipt of invoice therefore.  If any check given to Lessor by
Lessee shall not be honored by the bank upon which it is drawn, Lessor, at its
option, may require all future payments to be made by Lessee to be by cashier's
check.  In the event of a Breach, Lessor may, with or without further
notice or demand, and without limiting Lessor in the exercise of any right or
remedy, which Lessor may have by reason of such Breach:


(a) Terminate Lessee's right
to possession of the Premises by any lawful means, in which case this Lease
shall terminate and Lessee shall immediately surrender possession to
Lessor.  In such event Lessor shall be entitled to recover from Lessee
(i) the unpaid Rent which had been earned at the time of termination; (ii) the
worth at the time of award of the amount by which the unpaid rent which would
have been earned after termination until the time of award exceeds the amount of
such rental loss that the Lessee proves could have been reasonably avoided;
(iii) the worth at the time of award of the amount by which the unpaid rent for
the balance of the term after the time of award exceeds the amount of such
rental loss that the Lessee proves could be reasonably avoided: and (iv) any
other amount necessary to compensate Lessor for all the detriment proximately
caused by the Lessee's failure to perform its obligations under this Lease or
which in the ordinary course of things would be likely to result therefrom,
including but not limited to the cost of recovering possession of the Premises,
expenses of reletting, including necessary renovation and alteration of the
Premises, reasonable attorneys' fees, and that portion of any leasing commission
paid by Lessor in connection with this Lease applicable to the unexpired term of
this Lease.  The worth at the time of award of the amount referred to
in provision (iii) of the immediately preceding sentence shall be computed by
discounting such amount at the discount rate of the Federal Reserve Bank of the
District within which the Premises are located at the time of award plus one
percent (1%). Efforts by Lessor to mitigate damages caused by Lessee's Breach of
this Lease shall not waive Lessor's right to recover damages under Paragraph
12.If termination of this Lease is obtained through the provisional remedy of
unlawful detainer, Lessor shall have the right to recover in such proceeding any
unpaid Rent and damages as are recoverable therein, or Lessor may reserve the
right to recover all or any part thereof in a separate suit.  If a
notice and grace period required under Paragraph 13.1 were not previously given,
a notice to pay rent or quit, or to perform or quit given to Lessee under the
unlawful detainer statute shall also constitute the notice required by Paragraph
13.1.  In such case, the applicable grace period required by Paragraph
13.1 and the unlawful detainer statute shall run concurrently, and the failure
of Lessee to cure the Default within the greater of the two such grace periods
shall constitute both an unlawful detainer and a Breach of this Lease entitling
Lessor to the remedies provided for in this Lease and/or by said
statute.


(b) Continue this Lease and
Lessee's right to possession and recover the Rent as it becomes due, in which
event Lessee may sublet or assign, subject only to reasonable limitations, as
described in California Civil Code Section 1951.4.  Acts of
maintenance, efforts to re-let, and/or the appointment of a receiver to protect
the Lessor's interests, shall not constitute a termination of the Lessee's right
to possession.


(c) Pursue any other remedy
now or hereafter available under the laws or judicial decisions of the state
wherein the Premises are located. The expiration or termination of this Lease
and/or the termination of Lessee's right to possession shall not relieve Lessee
from liability under any indemnity provisions of this Lease as to matters
occurring or accruing during the term hereof or by reason of Lessee's occupancy
of the premises.


13.3 Inducement Recapture. Any
agreement for free or abated rent or other charges, or for the giving or paying
by Lessor to or for Lessee of any cash or other bonus, inducement or
consideration for Lessee's entering into this Lease, all of which concessions
are hereinafter referred to as "Inducement Provisions," shall be deemed
conditioned upon Lessee's full and faithful performance of all of the terms,
covenants and conditions of this Lease.  Upon Breach of this Lease by
Lessee, any such Inducement Provision shall automatically be deemed deleted from
this Lease and of no further force or effect, and any rent, other charge, bonus,
inducement or consideration theretofore abated, given or paid by Lessor under
such an inducement Provision shall be immediately due and payable by Lessee to
Lessor, notwithstanding any subsequent cure of said Breach by Lessee The
acceptance by Lessor of rent or the cure of the Breach which initiated the
operation of this paragraph shall not be deemed a waiver by Lessor of the
provisions of this paragraph unless specifically so stated in writing by Lessor
at the time of such acceptance.


13.4 Late Charges. Lessee
hereby acknowledges that late payment by Lessee of Rent will cause Lessor to
incur costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges that may be imposed upon
Lessor by any Lender.  Accordingly, if any Rent shall not be received
by Lessor within five (5) days after such amount shall be due, then, without any
requirement for notice to Lessee, Lessee shall pay to Lessor a one-time late
charge equal to six percent (6%) of each such overdue amount. The parties hereby
agree that such late charge represents a fair and reasonable estimate of the
costs Lessor will incur by reason of such late payment. Acceptance of such late
charge by Lessor shall in no event constitute a waiver of Lessee's Default or
Breach with respect to such overdue amount, nor prevent the exercise of any of
the other rights and remedies granted hereunder.  In the event that a
late charge is payable hereunder, whether or not collected, for three (3)
consecutive installments of Base Rent, then notwithstanding any provision of
this Lease to the contrary, Base Rent shall, at Lessor's option, become due and
payable quarterly in advance.


13.5 Returned Check Charges.
Lessee hereby acknowledges and agrees that a service charge of $50.00 will be
assessed and charged to Lessee for each check that is returned because of
insufficient funds.


13.6 Notice to Pay Rent
Charge. Lessee hereby acknowledges and agrees that a charge of $75.00
will be assessed and charged to Lessee for each Three Day Notice to Pay Rent or
Quit (or other termination notice based on Default) served on
Lessee.





14. CONDEMNATION. If the
Premises or any portion thereof or the Office Building Project are taken under
the power of eminent domain, or sold under the threat of the exercise of said
power (all of which are herein called "condemnation"), this Lease shall
terminate as to the part so taken as of the date the condemning authority takes
title or possession, whichever first occurs; provided that if so much of the
Premises or the Office Building Project are taken by such condemnation as would
substantially and adversely affect the operation and profitability of Lessee's
business conducted from the Premises, Lessee shall have the option, to be
exercised only in writing within thirty (30) days after Lessor shall have given
Lessee written notice of such taking (or in the absence of such notice, within
thirty (30) days after the condemning authority shall have taken possession), to
terminate this Lease as of the date the condemning authority takes such
possession.  If Lessee does not terminate this Lease in accordance
with the foregoing, this Lease shall remain in full force and effect as to the
portion of the Premises remaining, except that the rent shall be reduced in the
proportion that the floor area of the Premises taken bears to the total floor
area of the Premises, Common Areas taken shall be excluded from the Common Areas
usable by Lessee and no reduction of rent shall occur with respect thereto or by
reason thereof. Lessor shall have the option in its sole discretion to terminate
this Lease as of the taking of possession by the condemning authority, by giving
written notice to Lessee of such election within thirty (30) days after receipt
of notice of a taking by condemnation of any part of the Premises or the Office
Building Project Any award for the taking of all or any part of the Premises or
the Office Building Project under the power of eminent domain or any diminution
in value of the leasehold or for the taking of the fee, or as severance damages;
provided, however, that Lessee shall be entitled to any separate award for loss
of or damage to Lessee's trade fixtures, removable personal property and
unamortized tenant improvements that have been paid for by
Lessee.  For that purpose the cost of such improvements shall be
amortized over the original term of this Lease excluding any
options.   In the event that this Lease is not terminated by
reason of such condemnation, Lessor shall to the extent of severance damages
received by Lessor in connection with such condemnation, repair any damage to
the Premises caused by such condemnation except to the extent that Lessee has
been reimbursed therefor by the condemning authority.  Lessee shall
pay any amount in excess of such severance damages required to complete such
repair.




Initials
 _____
 _____
 9


15.
ESTOPPEL CERTIFICATE.


(a) Each party (as Aresponding
party@)
shall at any time upon not less than ten (10) days prior written notice from the
other party (Arequesting
party@)
execute, acknowledge and deliver to the requesting party a statement in writing
(i) certifying that this Lease is unmodified and in full force and effect (or,
if modified, stating the nature of such modification and certifying that this
Lease, as so modified, is in full force and effect) and the date which the rent
and other charges are paid in advance, if any, and (ii) acknowledging that there
are not, to the responding party=s knowledge,
any uncured defaults on the part of the requesting party, or specifying such
defaults if any are claimed. Any such statement may be conclusively relied upon
by any prospective purchaser or encumbrancer of the Office Building Project or
of the business of Lessee.


(b) At the requesting
party=s
option, the failure to deliver such statement within such time shall be a
material default of this Lease by the party who is to respond, without any
further notice to such party, or it shall be conclusive upon such party that (i)
this Lease is in full force and effect, without modification except as may be
represented by the requesting party, (ii) there are not uncured defaults in the
requesting party's performance, and (iii) if Lessor is the requesting party, not
more than one month's rent has been paid in advance.


(c) If Lessor desires to
finance, refinance, or sell the Office Building Project, or any part thereof,
Lessee hereby agrees to deliver to any lender or purchaser designated by Lessor
such financial statements of Lessee as may be reasonably required by such lender
or purchaser. Such statements shall include the past three (3) years financial
statements of Lessee.  All such financial statements shall be received
by Lessor and such lender or purchaser in confidence and shall be used only for
the purposes herein set forth.





16. LESSOR'S
LIABILITY.  The term "Lessor" as used herein shall mean only
the owner or owners, at the time in question, of the fee title or a lessee's
interest in a ground lease of the Office Building Project.  In the
event of any transfer of such title or interest, Lessor herein named (and in
case of any subsequent transfers then the grantor) shall be relieved from and
after the date of such transfer of all liability as respects Lessor's
obligations thereafter to be performed, provided that any funds in the hands of
Lessor or the then grantor at the time of such transfer, in which Lessee has an
interest, shall be delivered to the grantee. The obligations contained in this
Lease to be performed by Lessor shall, subject as aforesaid, be binding on
Lessor's successors and assigns only during their respective periods of
ownership.





17. SEVERABILITY. The
invalidity of any provision of this Lease as determined by a court of competent
jurisdiction shall in no way affect the validity of any other provision
hereof.





18. INTEREST ON PAST-DUE
OBLIGATIONS. Except as expressly herein provided, any amount due to
Lessor not paid when due shall bear interest at the maximum rate then allowable
by law or judgments from the date due. Payment of such interest shall not excuse
or cure any default by Lessee under this Lease; provided, however, that interest
shall not be payable on late charges incurred by Lessee.





19. TIME OF ESSENCE. Time is
of the essence with respect to the obligations to be performed under this
Lease.





20. ADDITIONAL RENT. All
monetary obligations of Lessee to Lessor under the terms of this Lease,
including but not limited to late charges, Three-Day Notice charges (Paragraph
13.6), returned check charges, attorney's fees and any other expenses payable by
Lessee hereunder shall be deemed to be rent.


20.1 Credits to Lessee's
Account. Lessor shall promptly credit Lessee's account for all payments
received from Lessee.   Such payments shall be first credited to
those sums due under this Lease Agreement, including but not limited to Base
Rent, late charges, 3-Day Notice charges (Paragraph 13.6), returned check fees
and attorney's fees which were incurred earliest in time (oldest chargeable
items). Nothing in this paragraph (including Lessor's acceptance of a partial
payment on account balance) shall be construed or constitute a waiver by Lessor
of any provision hereof or of any subsequent breach by Lessee of the same or any
other provision.





21. INCORPORATION OF PRIOR
AGREEMENTS; AMENDMENTS. This Lease contains all agreements of the parties
with respect to any matter mentioned herein. No prior or contemporaneous
agreement or understanding pertaining to any such matter shall be effective.
This Lease may be modified in writing only, signed by the parties in interest at
the time of the modification. Except as otherwise stated in this Lease, Lessee
hereby acknowledged that neither any cooperating broker on this transaction nor
the Lessor nor any employee or agents of any of said persons has made any oral
or written warranties or representations to Lessee relative to the condition or
use by Lessee of the Premises or the Office Building Project and Lessee
acknowledges that Lessee assumes all responsibility regarding the Occupational
Safety Health Act and the Americans with Disabilities Act, the legal use and
adaptability of the Premises and the compliance thereof with all applicable laws
and regulations in effect during the term of this Lease.





22. NOTICES. Any notice
required or permitted to be given hereunder shall be in writing and may be given
by personal delivery or by certified or registered mail, and shall be deemed
sufficiently given if delivered or addressed to Lessee or to Lessor at the
address noted below or adjacent to the signature of the respective parties, as
the case may be. Mailed notices shall be deemed given upon actual receipt at the
address required, or forty-eight hours following deposit in the mail, postage
prepaid, whichever first occurs. Either party may by notice to the other specify
a different address for notice purposes except that upon Lessee's taking
possession of the Premises, the Premises shall constitute Lessee's address for
notice purposes. A copy of all notices required or permitted to be given to
Lessor hereunder shall be concurrently transmitted to such party or parties at
such addresses as Lessor may from time to time hereafter designate by notice to
Lessee.





23. WAIVERS. No waiver by
Lessor of any provision hereof shall be deemed a waiver of any other provision
hereof or of any subsequent breach by Lessee of the same or any other provision.
Lessor's consent to, or approval of, any act shall not be deemed to render
unnecessary the obtaining of Lessor's consent to or approval of any subsequent
act by Lessee. The acceptance of rent hereunder by Lessor shall not be a waiver
of any preceding breach by Lessee of any provision hereof, other than the
failure of Lessee to pay the particular rent so accepted, regardless of Lessor's
knowledge of such preceding breach at the time of acceptance of such
rent.





24. RECORDING. Either Lessor
or Lessee shall, upon request of the other, execute, acknowledge and deliver to
the other a 'short form' memorandum of this Lease for recording
purposes.





25. HOLDING
OVER.If Lessee, with Lessor’s consent, remains in possession
of the Premises or any part thereof after the expiration of the term hereof,
such occupancy shall be a tenancy as defined by Section 1945 of the California
Civil Code with all of the provisions of this Lease pertaining to the
obligations of Lessee, except that the rent payable shall be two hundred percent
(200%) of the rent payable immediately preceding the termination date of this
Lease, and all Options, if any, granted under the terms of this Lease shall be
deemed terminated and be of no further effect during said tenancy.





26. BROKERAGE COMMISSIONS:
Lessee represents and warrants that Lessee has dealt with no broker or agent
other than:  none.   Lessee agrees to indemnify and
hold the Lessor harmless from and against any claims by any broker, agent or
other person/entity claiming a commission or other form of compensation by
virtue of having dealt with Lessee with regard to this leasing transaction. The
provisions of this paragraph shall survive the termination of this
Lease.





27. CUMULATIVE DAMAGES. No
remedy or election hereunder shall be deemed exclusive but shall, wherever
possible, be cumulative with all other remedies at law or in
equity.




Initials
 _____
 _____
 10


28. COVENANTS AND CONDITIONS.
Each provision of this Lease performable by Lessee shall be deemed both a
covenant and condition.





29. BINDING EFFECT; CHOICE OF
LAW. Subject to any provisions hereof restricting Assignment or
Subletting by Lessee and subject to the provisions of paragraph 16, this Lease
shall bind the parties, their personal representatives, successors and
assigns.  This Lease shall be governed by the laws of the State where
the Office Building Project is located and any litigation concerning this Lease
between the parties hereto shall be initiated in the county in which the Office
Building Project is located.





30.
SUBORDINATION.


(a) This Lease, and any Option
or right of first refusal granted hereby, at Lessor's option, shall be
subordinate to any ground lease, mortgage, deed of trust, or any other
hypothecation or security now or hereafter placed upon the Office Building
Project and to any and all advances made on the security thereof and to all
renewals, modifications, consolidations, replacements and extensions
thereof.  Notwithstanding such subordination, Lessee's right to quiet
possession of the Premises shall not be disturbed if Lessee is not in default
and so long as Lessee shall pay the rent and observe and perform all of the
provisions of this Lease, unless this Lease is otherwise terminated pursuant to
its terms. If any mortgagee, trustee or ground lessor shall elect to have this
Lease and any Options granted hereby prior to the lien of its mortgage, deed of
trust or ground lease, and shall give written notice thereof to Lessee, this
Lease and such Options shall be deemed prior to such mortgage, deed of trust or
ground lease, whether this Lease or such Options are dated prior or subsequent
to the date of said mortgage, deed of trust or ground lease or the date of
recording thereof.


(b) Lessee agrees to execute
any documents required to effectuate an attornment, subordination, or to make
this Lease or any Option granted herein prior to the lien of any mortgage, deed
of trust or ground lease, as the case may be.  Lessee=s failure to
execute such documents within ten (10) days after written demand shall
constitute a material default by Lessee hereunder without further notice to
Lessee or, at Lessor=s option,
Lessor shall execute such documents on behalf of Lessee and Lessee=s
attorney-in-fact.  Lessee does hereby make, constitute and irrevocably
appoint Lessor as Lessee=s
attorney-in-fact and in Lessee=s name,
place and stead, to execute such documents in accordance with this paragraph
30(b).





31.  ATTORNEY=S FEES.


31.1 If either party brings
(or defends) an action to enforce the terms hereof or declare rights hereunder,
the prevailing party in any such action, trial or appeal thereon, shall be
entitled to its reasonable attorneys' fees to be paid by the losing party as
fixed by the court in the same or a separate suit, and whether or not such
action is pursued to decision or judgment.


31.2 The attorneys' fee award
shall not be computed in accordance with any court fee schedule, but shall be
such as to fully reimburse all attorneys' fees reasonably incurred in good
faith.


31.3 In addition to the
charges authorized in Section 13.6, Lessor shall be entitled to reasonable
attorneys' fees and all other costs and expenses incurred in the preparation and
service of notice of default and consultations in connection therewith and any
other legal services necessitated by Lessee default, whether or not a legal
action is subsequently commenced in connection with such default.


31.4 Jury Trial Waiver. To the
extent permitted by law, Lessor and Lessee hereby waive their respective right
to trial by jury of any cause of action, claim, counterclaim or cross-complaint
in any action, proceeding and/or hearing brought by either Lessor against Lessee
or Lessee against Lessor on any matter whatsoever arising out of, or in any way
connected with, this lease, the relationship of Lessor and Lessee, Lessee's use
or occupancy of the Premises, or any claim of injury or damage, or the
enforcement of any remedy under any law, statute, or regulation, emergency or
otherwise, now or hereafter in effect.





32.
LESSOR'S ACCESS.


32.1 Lessor and Lessor's
agents shall have the right to enter the Premises at reasonable times (Monday
through Friday, during normal business hours, following twenty-four (24) hours
telephonic notice by Lessor or Lessor's agents) for the purpose of inspecting
the same, performing any services required of Lessor, showing the same to
prospective purchasers, lenders, or lessees, taking such safety measures,
erecting such scaffolding or other necessary structures, making such
alterations, repairs, improvements or additions to the Premises or the Office
Building Project as Lessor may reasonably deem necessary or desirable and the
erecting, using and maintaining of utilities, services, pipes and conduits
through the Premises and/or other premises.  Lessor may at any time
place on or about the Premises or the Building any ordinary "For Sale" signs and
Lessor may at any time during the last six (6) months of the term hereof place
on or about the Premises any ordinary "For Lease" signs.


32.2 All activities of Lessor
pursuant to this paragraph shall be without abatement of rent, and Lessor shall
not have any liability to Lessee for the same.


32.3 Lessor shall have the
right to retain keys to the Premises and to unlock all doors in or upon the
Premises other than to files, vaults and safes, and in the case of an emergency
to enter the Premises by any reasonably appropriate means, and any such entry
shall not be deemed a forceable or unlawful entry or detainer of the Premises or
an eviction. Lessee waives any charges for damages or injuries or interference
with Lessee's property or business in connection therewith.





33.
AUCTIONS.Lessee shall not conduct, nor permit to be
conducted, either voluntarily or involuntarily, an auction upon the premises or
the Common Areas without first having obtained Lessor's prior written
consent.  Notwithstanding anything to the contrary in this Lease,
Lessor shall not be obligated to exercise any standard of reasonableness in
determining whether to grant such consent.  The holding of any auction
on the Premises or Common Areas in violation of this paragraph shall constitute
a material default of this Lease.





34. SIGNS. Lessee shall not
place any sign upon the Premises or the Office Building Project without Lessor's
prior written consent. Under no circumstances shall Lessee place a sign on any
roof of the Office Building Project.





35. MERGER. The voluntary or
other surrender of this Lease by Lessee, or a mutual cancellation thereof, or a
termination by Lessor, shall not work a merger, and shall, at the option of
Lessor, terminate all or any existing subtenancies or may, at the option of
Lessor, operate as an assignment to Lessor of any or all of such
subtenancies.





36. CONSENTS. Except for
paragraphs 33 (auctions) and 34 (signs) hereof, wherever in this Lease the
consent of one party is required to an act of the other party such consent shall
not be unreasonably withheld or delayed.





37. GUARANTOR. In the event
that there is a guarantor of this Lease, said guarantor shall have the same
obligations as Lessee under this Lease.




Initials
 _____
 _____
 11


38.
OPTIONS.


38.1 Definition. "Option" shall
mean (a) the right to extend the term of or renew this Lease or to extend or
renew any lease that Lessee has on other property of Lessor; (b) the right of
first refusal or first offer to lease either the Premises or other property of
Lessor; (c) the right to purchase or the right of first refusal to purchase the
Premises or other property of Lessor.


38.2 Options Personal to Original
Lessee. Each option granted to Lessee in this Lease is personal to the
original Lessee, and cannot be assigned or exercised by anyone other than said
original Lessee and only while the original Lessee is in full possession of the
Premises and, if requested by Lessor, with Lessee certifying that Lessee has no
intention of thereafter assigning or Subletting.


38.3 Multiple Options. In the
event that Lessor has any multiple options to extend or renew this Lease, a
later Option cannot be exercised unless the prior Options have been validly
exercised.


38.4
Effect of Default on Options.


(a) Lessee shall have no right
to exercise an Option (i) during the period commencing with the giving of any
notice of Default and continuing until said Default is cured; (ii) during the
period of time any Rent is unpaid (without regard to whether notice thereof is
given Lessee); (iii) during the time Lessee is in Breach of this Lease; or (iv)
in the event that Lessee has been given three (3) or more notices of separate
Default, whether or not the Defaults are cured, during the twelve (12) month
period immediately preceding the exercise of the Option; (v) becoming a "debtor"
as defined in II USC Sec 101 during the term of this Lease.


(b) The period of time within
which an Option may be exercised shall not be extended or enlarged by reason of
Lessee's inability to exercise an Option because of the provisions of paragraph
38.4(a).


(c) An Option shall terminate
and be of no further force or effect, notwithstanding Lessee's due and timely
exercise of the Option, if, after such exercise and prior to the commencement of
the extended term, (i) Lessee fails to pay Rent for a period of thir1y (30) days
after such Rent becomes due (without any necessity of Lessor to give notice
thereof), (ii) Lessor gives to Lessee three (3) or more notices of separate
Default during any twelve (12) month period, whether or not the Defaults are
cured, or (iii) if Lessee commits a Breach of this Lease.





39.
SECURITY MEASURES - LESSOR'S RESERVATIONS.


39.1 Lessee hereby
acknowledges that Lessor shall have no obligation whatsoever to provide guard
service or other security measures for the Project in the Common
Areas;


39.2 Lessee shall
not:


(a) Use a representation
(photographic or otherwise) of the Building or the Office Building Project or
their name(s) in connection with Lessee's business;


(b) Suffer or permit anyone,
except in emergency, to go upon the roof of the Building.





40.
EASEMENTS.


40.1 Lessor reserves to itself
the right, from time to time, to grant such easements, rights and dedications
that Lessor deems necessary or desirable and to cause the recordation of Parcel
Maps and restrictions, so long as such easements, rights, dedications, Maps and
restrictions do not unreasonably interfere with the use of the Premises by
Lessee. Lessee shall sign any of the aforementioned documents upon request of
Lessor and failure to do so shall constitute a material default of this Lease by
Lessee without the need for further notice to Lessee.


40.2 The obstruction of
Lessee's view, air, or light by any structure erected in the vicinity of the
Building, whether by Lessor or third parties, shall in no way affect this Lease
or impose any liability upon Lessor.





41. PERFORMANCE UNDER PROTEST.
If at any time a dispute shall arise as to any amount or sum of money to be paid
by one party to the other under the provisions hereof, the party against whom
the obligation to pay the money is asserted shall have the right to make payment
"under protest" and such payment shall not be regarded as a voluntary payment,
and there shall survive the right on the part of said party to institute suit
for recovery of such sum.  If it shall be adjudged that there was no
legal obligation on the part of said party to pay such or any part thereof, said
party shall be entitled to recover such sum or so much thereof as it was not
legally required to pay under the provisions of this Lease.





42. AUTHORITY. If Lessee is a
corporation, trust, or general or limited partnership, Lessee, and each
individual executing this Lease on behalf of such entity, represent and warrant
that such individual is duly authorized to execute and deliver this Lease on
behalf of said entity. If Lessee is a corporation, trust or partnership, Lessee
shall, within thirty (30) days after execution of this Lease, deliver to Lessor
evidence of such authority satisfactory to Lessor.





43. CONFLICT. Any conflict
between the printed provisions, Exhibits or Addendum of this Lease and the
typewritten or handwritten provisions, if any, shall be controlled by the
typewritten or handwritten provisions.





44. NO OFFER. Preparation of
this Lease by Lessor or Lessor's agent and submission of same to Lessee shall
not be deemed an offer to Lessee to lease. This Lease shall become binding upon
Lessor and Lessee only when fully executed by both parties.





45. LENDER MODIFICATIONS.
Lessee agrees to make such reasonable modifications to this Lease as may be
reasonably required by an institutional lender in connection with the obtaining
of normal financing or refinancing of the Office Building Project.





46. MULTIPLE PARTIES. If more
than one person or entity is named as either Lessor or Lessee herein, except as
otherwise expressly provided herein, the obligations of the Lessor or Lessee
herein shall be the joint and several responsibility of all persons or entities
named herein as such Lessor or Lessee, respectively.





47. WORK LETTER.
N/A.





48. ATTACHMENTS. Attached
hereto are the following documents ("Exhibits") that are incorporated and become
part of this Lease:


(a) Rules and Regulations
(‘Exhibit A’).


(b)Other
(specify):




Initials
 _____
 _____
 12


49.   HAZARDOUS
SUBSTANCES.


49.1
Reportable Uses Require Consent.


(a) The term "Hazardous Substance" as used
in this Lease shall mean any product, substance, or waste whose presence, use,
manufacture, disposal, transportation, or release, either by itself or in
combination with other materials expected to be on the Premises, is either (i)
potentially injurious to the public health, safety or welfare, the environment
or the Premises, (ii) regulated or monitored by any governmental authority, or
(iii) a basis for potential liability of Lessor to any governmental agency or
third party under any applicable statute or common law theory. Hazardous
Substances shall include, but not be limited to, hydrocarbons, petroleums,
gasoline, and/or crude oil or any products, by-products or fractions
thereof.  Lessee shall not engage in any activity in or on the
Premises which constitutes a Reportable Use of Hazardous Substances without the
express prior written consent of Lessor and timely compliance (at Lessee's
expense) with all applicable laws, covenants, or restrictions of record,
building codes, regulations and ordinances ("Applicable
Requirements").  "Reportable Use" shall mean (i) the installation or
use of any above or below ground storage tank, (ii) the generation, possession,
storage, use, transportation, or disposal of a Hazardous Substance that requires
a permit from, or with respect to which a report, notice, registration or
business plan is required to be filed with any governmental authority, and/or
(iii) the presence at the Premises of a Hazardous Substance with respect to
which any Applicable Requirements require that a notice be given to persons
entering or occupying the Premises or neighboring
properties.  Notwithstanding the foregoing, Lessee may use any
ordinary and customary materials reasonably required to be used in the normal
course of the Use as specified in paragraph 1.4 so long as such use is in
compliance with all Applicable Requirements, is not a Reportable Use, and does
not expose the Premises or neighboring property to any meaningful risk of
contamination or damage or expose Lessor to any liability
therefor.  In addition, Lessor may condition its consent to any
Reportable Use upon receiving such additional assurances as Lessor reasonably
deems necessary to protect itself, the public, the Premises and/or the
environment against damage, contamination, injury and/or liability, including,
but not limited to, the installation (and removal on or before Lease expiration
or termination) of protective modifications (such as concrete encasements)
and/or increasing the Security Deposit.


(b) Duty to Inform Lessor. If
Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has
come to be located in, on, under or about the Premises, other than as previously
consented to by Lessor, Lessee shall immediately give written notice of such
fact to Lessor, and provide Lessor with a copy of any report, notice, claim or
other documentation which it has concerning the presence of such Hazardous
Substance.


(c) Lessee Remediation. Lessee
shall not cause or permit any Hazardous Substance to be spilled or released in,
on, under, or about the Premises (including through the plumbing or sanitary
sewer system) and shall promptly, at Lessee's expense, take all investigatory
and/or remedial action reasonably recommended, whether or not formally ordered
or required, for the cleanup of any contamination of, and for the maintenance,
security and/or monitoring of the Premises or neighboring properties, that was
caused or materially contributed to by Lessee, or pertaining to or involving any
Hazardous Substance brought onto the Premises during the term of this Lease, by
or for Lessee, or any third party.


(d) Lessee Indemnification.
Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders
and ground lessor, if any, harmless from and against any and all loss of rents
and/or damages, liabilities, judgments, claims, expenses, penalties, and
attorneys' and consultants' fees arising out of or involving any Hazardous
Substance brought onto the Premises by or for Lessee, or any third party
(provided, however, that Lessee shall have no liability under this Lease with
respect to underground migration of any Hazardous Substance under the Premises
from adjacent properties).  Lessee's obligations shall include, but
not be limited to, the effects of any contamination or injury to person,
property or the environment created or suffered by Lessee, and the cost of
investigation, removal, remediation, restoration and/or abatement, and shall
survive the expiration or termination of this Lease.  No termination,
cancellation or release agreement entered into by Lessor and Lessee shall
release Lessee from its obligations under this Lease with respect to Hazardous
Substances, unless specifically so agreed by Lessor in writing at the time of
such agreement.


(e) Lessor Indemnification.
Lessor and its successors and assigns shall indemnify, defend, reimburse and
hold Lessee, its employees and lenders, harmless from and against any all
environmental damages, including the cost remediation, which existed as a result
of Hazardous Substances on the Premises prior to the Commencement Date or which
are caused by the gross negligence or willful misconduct of Lessor, its agents
or employees. Lessor's obligations, as and when required by the Applicable
Requirements, shall include, but not be limited to, the cost of investigation,
removal, remediation, restoration and/or abatement, and shall survive the
expiration or termination of this Lease.


(f) Investigations and
Remediations. Lessor shall retain the responsibility and pay for any
investigations or remediation measures required by governmental entities having
jurisdiction with respect to the existence of Hazardous Substances on the
Premises prior to the Commencement Date, unless such remediation measure is
required as a result of Lessee's use (including "Alterations", as defined in
paragraph 7.3(a) (above) of the Premises, In which event Lessee shall be
responsible for such payment.  Lessee shall cooperate fully in any
such activities at the request of Lessor, including allowing Lessor and Lessor's
agents to have reasonable access to the Premises at reasonable times in order to
carry out Lessor's investigative and remedial responsibilities.


(g) Lessor Termination Option.
If a Hazardous Substance Condition occurs during the term of this Lease, unless
Lessee is legally responsible therefor (in which case Lessee shall make the
investigation and remediation thereof required by the Applicable Requirements
and this Lease shall continue in full force and effect, but subject to Lessor's
rights under Paragraph 13), Lessor may, at Lessor's option, either (i)
investigate and remediate such Hazardous Substance Condition, if required, as
soon as reasonably possible at Lessor's expense, in which event this Lease shall
continue in full force and effect, or (ii) if the estimated cost to remediate
such condition exceeds twelve ( 12) times the then monthly Base Rent or
$100,000, whichever  is greater, give written notice to Lessee, within
thirty (30) days after receipt by Lessor of knowledge of the occurrence of such
Hazardous Substance Condition of Lessor's desire to terminate this Lease as of
the date sixty (60) days following the date of such notice.  In the
event Lessor elects to give a termination notice, Lessee may, within ten (10)
days thereafter, give written notice to Lessor of Lessee's commitment to pay the
amount by which the cost of the remediation of such Hazardous Substance
Condition exceeds an amount equal to twelve (12) times the monthly Base Rent or
$100,000, whichever is greater.  Lessee shall provide Lessor with said
funds or satisfactory assurance thereof within thirty (30) days following such
commitment.  In such event, this Lease shall continue in full force
and effect, and Lessor shall proceed to make such remediation, as soon as
reasonably possible after the required funds are available.


49.2 Inspection; Compliance.
Lessor and Lessor's consultants shall have the right to enter into Premises at
any time, in the case of an emergency, and otherwise at reasonable times, for
the purpose of inspecting the condition of the Premises and for verifying
compliance by Lessee with this Lease.  The cost of any such
inspections shall be paid by Lessor, unless a violation of Applicable
Requirements or a contamination is found to exist or be imminent, or the
inspection is requested or ordered by a governmental authority.  In
such case, Lessee shall upon request reimburse Lessor for the cost of such
inspections, so long as such inspection is reasonably related to the violation
or contamination.




Initials
 _____
 _____
 13


50.  SALE OF OFFICE
BUILDING PROJECT.  In the event the Office Building Project is
sold to a third party during the term of this Lease, Lessor or Lessor’s
successor-in-interest shall have the right to terminate this Lease including any
“option” as defined in Paragraph 38.1 of this Lease.  In the event
Lessor elects to terminate this Lease, Lessor shall deliver written notice of
such election (the “Termination Notice”).  The Termination Notice
shall specify that the Lease shall terminate not less than six (6) months
following delivery of the Termination Notice.  It is agreed and
understood that the Termination Date specified in paragraph 1.5 of the Basic
Lease Provisions shall be advanced to the date specified in the Termination
Notice (but in no event less than six (6) months following delivery of such
Termination Notice).





51. "AS IS CONDITION." Lessee
shall accept these Premises in their ''as is" condition, in clean and
good-working order.





52. Lessor must have copy of
Insurance Certificate before keys will be given out for this unit.





53. Lessee will have access to
Fitness Center for up to six (6) employees at no charge.





54. Lessee will continue to
have two (2) spaces on the monument signs at no charge. Lessee shall be
responsible for any charges for sign re-lettering.





55. All previous leases
between Airport II Property Management and Sysview Technology are null and void
as of the Commencement Date of this Lease.





56.Lessee is
responsible for the cost of making Lessee’s telephone, DSL and computer related
equipment, etc. lines active in Lessee’s Premises.  Lessee understands
that Lessee may use Airport II vendors for this work but Lessee will be billed
directly by the vendor used.  Airport II assumes no liability for this
cost.  Airport II will provide data and telephone wiring as described
on the floor plan if remodel work is part of this Lease.





57.  OFAC
CERTIFICATION.  Lessee certifies that it is not acting,
directly or indirectly, for or on behalf of any person, group, entity, or nation
named by any Executive Order or the United States Treasury Department as a
terrorist, “Specially Designated National and Blocked Person”, or other banned
or blocked person, entity, nation, or transaction pursuant to any law, order,
rule, or regulation that is enforced or administered by the Office of Foreign
Assets Control; and it has not executed this Lease, directly or indirectly on
behalf of, or instigating or facilitating this Lease, directly or indirectly on
behalf of, any such person, group, entity, or nation.  Lessee hereby
agrees to defend, indemnify, and hold harmless Lessor from and against any and
all claims, damages, losses, risks, liabilities, and expenses (including
attorney’s fees and costs) arising from or related to any breach of the
foregoing certification.





LESSEE
AND LESSOR HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED
AND VOLUNTARY CONSENT THERETO.   THE PARTIES HEREBY AGREE THAT,
AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY
REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH
RESPECT TO THE PREMISES.





ATTENTION:
NO REPRESENTATION OR RECOMMENDATION IS MADE BY LESSOR AS TO THE LEGAL
SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION
TO WHICH IT RELATES. THE LESSEE IS URGED TO:


1. SEEK
ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
LEASE.


2 RETAIN
APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES.
SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE
OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY,
THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE
PREMISES FOR LESSEE'S INTENDED USE.






LESSOR:
              LESSEE:AIRPORT
      II PROPERTY
      MANAGEMENT
              DOCUMENT
      CAPTURE TECHNOLOGIES INC.By:
      ___________________________________
              By:
      ___________________________________Date:
      _________________________________
              Date:
      _________________________________Address:  1762
      Technology Drive
              Address:  1772
      Technology DriveSuite
      126
              San
      Jose, CA 95110San
      Jose, CA  95110Telephone:  (408)
      453-0100
              Telephone:  (408)
      436-9888Facsimile:   (408)
      453-0102
              Facsimile:   (408)
      436-6151


Initials
 _____
 _____
 14


EXHIBIT
‘A’





RULES
AND REGULATIONS FOR


STANDARD
OFFICE LEASE





GENERAL
RULES


1. Lessee
shall not suffer or permit the obstruction of any Common Areas, including
driveways, walkways and stairways.


2. Lessor
reserves the right to refuse access to any persons Lessor in good faith Judges
to be a threat to the safety, reputation, or property of the Office Building
Project and its occupants.


3. Lessee
shall not make or permit any noise or odors that annoy or interfere with other
lessee's or persons having business within the Office Building
Project.


4. Lessee
shall not keep animals or birds within the Office Building Project, and shall
not bring bicycles, motorcycles or other vehicles into areas not designated as
authorized for same.


5. Lessee
shall not make, suffer or permit litter except in appropriate receptacles for
that purpose.


6. Lessee
shall not alter any lock or install new or additional locks or
bolts.


7. Lessee
shall be responsible for the inappropriate use of any toilet rooms, plumbing or
other utilities.  No foreign substances of any kind are to be inserted
therein.


8. Lessee
shall not deface the walls, partitions or other surfaces of the Premises or
Office Building Project.


9. Lessee
shall not suffer or permit any thing in or around the Premises or Building that
causes excessive vibration or floor loading in any part of the Office Building
Project.


10.
Furniture, significant freight and equipment shall be moved into or out of the
building only with the Lessor's knowledge and consent, and subject to such
reasonable limitations, techniques and timing, as may be designated by
Lessor.  Lessee shall be responsible for any damage to the Office
Building Project arising from any such activity.


11.
Lessee shall not employ any service or contractor for services or work to be
performed in the Building, except as approved by Lessor.


12.
Lessor reserves the right to close and lock the Building on Saturdays, Sundays
and legal holidays, and on other days between the hours of 5:00 p.m. and 8:00
a.m. of the following day.   If Lessee uses the Premises during
such period, Lessee shall be responsible for securely locking any doors it may
have opened for entry.


13.
Lessee shall return all keys at the termination of its tenancy and shall be
responsible for the cost of replacing any keys that are lost.


14. No
window coverings, shades or awnings shall be installed or used by
Lessee.


15. No
Lessee, employee or invitee shall go upon the roof of the Building.


16.
Lessee shall not suffer or permit smoking or carrying of lighted cigars or
cigarettes in areas reasonably designated by Lessor or by applicable
governmental agencies as non-smoking areas.


17.
Lessee shall not use any method of heating or air conditioning other than as
provided by Lessor.


18.
Lessee shall not install, maintain or operate any vending machines upon the
Premises without Lessor's written consent.


19. The
premises shall not be used for lodging or manufacturing, cooking or food
preparation.


20.
Lessee shall comply with all safety, fire protection and evacuation regulations
established by Lessor or any applicable governmental agency.


21.
Lessor reserves the right to waive anyone of these rules or regulations, and/or
as to any par1icular Lessee, and any such waiver shall not constitute a waiver
of any other rule or regulation or any subsequent application thereof to such
Lessee.


22.
Lessee assumes all risks from theft or vandalism and agrees to keep its Premises
locked as may be required.


23.
Lessor reserves the right to make such other reasonable rules and regulations as
it may from time to time deem necessary for the appropriate operation and safety
of the Office Building Project and its occupants. Lessee agrees to abide by
these and such rules and regulations.




Initials
 _____
 _____
 15


PARKING
RULES





1.  Parking
areas shall be used only for parking by vehicles no longer than full size,
passenger automobiles herein called "Permitted Size
Vehicles."  Vehicles other than Permitted Size Vehicles are herein
referred to as "Oversized Vehicles."


2. Lessee
shall not permit or allow any vehicles that belong to or are controlled by
Lessee or Lessee's employees, suppliers, shippers, customers, or invitees to be
loaded, unloaded, or parked in areas other than those designated by Lessor for
such activities.


3.
Parking stickers or identification devices shall be the property of Lessor and
be returned to Lessor by the holder thereof upon termination of the holder's
parking privileges.   Lessee will pay such replacement charge as
is reasonably established by Lessor for the loss of such devices.


4. Lessor
reserves the right to refuse the sale of monthly identification devices to any
person or entity that willfully refuses to comply with the applicable rules,
regulations, laws and/or agreements.


5. Lessor
reserves the right to relocate all or a part of parking spaces from floor to
floor, within one floor, and/or to reasonably adjacent offsite location(s), and
to reasonably allocate them between compact and standard size spaces, as long as
the same complies with applicable laws, ordinances and regulations.


6. Users
of the parking area will obey all posted signs and park only in the areas
designated for vehicle parking.


7. Unless
otherwise instructed, every person using the parking area is required to park
and lock his own vehicle. Lessor will not be responsible for any damage to
vehicles, injury to persons or loss of property, all of which risks are assumed
by the party using the parking area.


8.
Validation, if established, will be permissible only by such method or methods
as Lessor and/or its licensee may establish at rates generally applicable to
visitor parking.


9. The
maintenance, washing, waxing or cleaning of vehicles in the parking structure or
Common Areas is prohibited.


10.
Lessee shall be responsible for seeing that all of its employees, agents and
invitees comply with the applicable parking rules, regulations, laws and
agreements.


11.
Lessor reserves the right to modify these rules and/or adopt such other
reasonable and non-discriminatory rules and regulations as it may deem necessary
for the proper operation of the parking area.  Should it become
necessary to designate parking stalls based on Lessee's use of the parking area,
Lessor reserves the right (at Lessor's sole discretion) to designate certain
parking stalls for a particular Lessee's usage with all costs incident to such
designation payable by Lessee.


12. Such
parking use as is herein provided is intended merely as a license only and no
bailment is intended or shall be created hereby.




Initials


_____
 _____
 16