<PAGE>

                                                                   Exhibit 10.15

                             (SHEAPROPERTIES LOGO)

Via Hand Delivery 1/19/06

Mr. Steve Naber
eyeonics, Inc.
26970 Aliso Viejo Parkway, Suite 100
Aliso Viejo, CA 92656

Re: Executed Lease
    26970 Aliso Viejo Parkway, Suite 100
    Aliso Viejo, CA 92656

Dear Steve:

Please find enclosed a fully executed lease for the above referenced premises.

It is our pleasure to welcome you to Town Center Corporate Park. We look forward
to a long and prosperous business relationship.

Sincerely,


/s/ Carol Trueman
-------------------------------------
Carol Trueman
Senior Real Estate Manager

26840 Aliso Viejo Parkway, Suite 100
Aliso Viejo, California 92656

949.389.7000 T
949.389.7350 F

www.sheaproperties.com

<PAGE>

                                TRIPLE NET LEASE

                                    LANDLORD:

                   ALISO VIEJO TOWN CENTER CORPORATE PARK LLC

                                    TENANT:

                                  EYEONICS, INC.

<PAGE>

               SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS

This SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS ("SUMMARY") is hereby
incorporated into and made a part of the attached Triple Net Lease which
pertains to the Building described in Section 1.4 below. All references in the
Lease to the "LEASE" shall include this Summary. All references in the Lease to
any term defined in this Summary shall have the meaning set forth in this
Summary for such term. Any initially capitalized terms used in this Summary and
any initially capitalized terms in the Lease which are not otherwise defined in
this Summary shall have the meaning given to such terms in the Lease. If there
is any inconsistency between this Summary and the Lease, the provisions of the
Lease shall control.

1.1 LANDLORD'S ADDRESS: ALISO VIEJO TOWN CENTER CORPORATE PARK LLC
                        26840 Aliso Viejo Parkway, Suite 100
                        Aliso Viejo, California 92656
                        Attn: Gil Neilson
                        Telephone: (949) 389-7000
                        Facsimile: (949) 389-7350

1.2 TENANT'S ADDRESS:   eyeonics, Inc.
                        ______________________________________
                        ______________________________________
                        Attn: Steve Naber
                        Telephone: (949) 916-9352
                        Facsimile: (949) 716-8362

1.3 PROJECT: The commercial development known as Town Center Corporate Park in
unincorporated Orange County, California, all buildings, improvements and
facilities, now or subsequently located within such development from time to
time, including, without limitation, the five (5) buildings (including the
Building) currently located within the Project, as depicted on the site plan
attached as EXHIBIT "A." The approximate aggregate rentable square feet of all
the buildings (including the Building) located within the Project is 198,375
square feet.

1.4 BUILDING: A multi-tenant office building located in the Project, containing
approximately 38,715 rentable square feet, the address of which is 26970 Aliso
Viejo Parkway, Aliso Viejo, California 92656.

1.5 PREMISES: Those certain premises within the Building consisting of Suite
100 shown on the floor plan attached as EXHIBIT "B," containing approximately
13,095 rentable square feet.

1.6 MONTHLY OPERATING EXPENSE CHARGE: See Section 5.5.

1.7 ESTIMATED COMMENCEMENT DATE: February 1, 2006; Commencement Date to be
determined as provided in EXHIBIT "C."

1.8 TERM: Three (3) years.

1.9 RENT:

<TABLE>
<CAPTION>
MONTHS          ANNUAL BASIC RENT   MONTHLY BASIC RENT
------          -----------------   ------------------
<S>             <C>                 <C>
1 through 12    $212,139.00         $17,678.25
13 through 24   $219,996.00         $18,333.00
25 through 36   $227,853.00         $18,987.75
</TABLE>

1.10 SECURITY DEPOSIT: $20,886.53

1.11 PERMITTED USE: Corporate headquarters, engineering, general, business
offices and related legal and permitted uses.

1.12 BROKERS: Grubb & Ellis representing Landlord and Tenant.

1.13 INTEREST RATE: The lesser of: (a) the rate announced from time to time by
Wells Fargo Bank or, if Wells Fargo Bank ceases to exist or ceases to publish
such rate, then the rate announced from time to time by the largest (as measured
by deposits) chartered operating bank operating in California, as its "prime
rate" or "reference rate," plus five percent (5%); or (b) the maximum
nonusurious rate permitted by law.

1.14 TENANT IMPROVEMENTS: The tenant improvements installed or to be installed
in the Premises, if any, as described in the Work Letter Agreement attached as
EXHIBIT "C."

1.15 COMMUNITY ASSOCIATION: The Aliso Viejo Community Association, a California
nonprofit public benefit corporation, which was organized pursuant to the
Community Declaration, and its successors and assigns.

1.16 COMMUNITY DECLARATION: The Declaration of Covenants, Conditions and
Restrictions for Aliso Viejo Community Association dated April 1, 1982, and
recorded on April 6, 1982, as Instrument No. 82-118353, of the Official Records
of Orange County, California, as amended from time to time.


                                       -i-

<PAGE>

1.17 PACIFIC PARK ASSOCIATION: The Pacific Park Town Center Association, a
California nonprofit mutual benefit corporation, which was organized pursuant to
the Pacific Park Declaration, and its successors and assigns.

1.18 PACIFIC PARK DECLARATION: The Declaration of Covenants, Conditions and
Restrictions and Reservation of Easements for Pacific Park Town Center, dated
December 22, 1993, and recorded on December 23, 1993, as Instrument No.
93-0894675, of the Official Records of Orange County, California, as amended
from time to time.

1.19 TOWN CENTER CORPORATE PARK OWNERS ASSOCIATION: The Town Center Corporate
Park Owners Association, a California nonprofit mutual benefit corporation,
which was organized pursuant to the Town Center Declaration, and its successors
and assigns.

l.20 TOWN CENTER DECLARATION: The Declaration of Covenants, Conditions and
Restrictions and Grant of Easements for Town Center Corporate Park recorded on
August 21, 2003, as Instrument No. 2003001016093, of the Official Records of
Orange County, California, as amended from time to time.

1.21 GUARANTORS: None.

1.22 MAXIMUM VEHICLE PARKING SPACES: Forty-five (45).

1.23 LETTER OF CREDIT: None.


/s/ Illegible                           SN
-------------------------------------   ----------------------------------------
Landlord's Initials                     Tenants Initials


                                        12-19-05
-------------------------------------   ----------------------------------------
Date                                    Date


                                      -ii-

<PAGE>

                         STANDARD FORM TRIPLE NET LEASE
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
1.   Premises ...........................................................      1
     1.1     Premises ...................................................      1
     1.2     Landlord's Reservation of Rights ...........................      1
     1.3     Tenant's Share .............................................      1
2.   Term ...............................................................      1
     2.1     Term; Notice of Lease Dates ................................      1
     2.2     Estimated Commencement Date ................................      1
     2.3     Early Occupancy ............................................      1
     2.4     Delivery of Possession .....................................      1
3.   Rent ...............................................................      2
     3.1     Basic Rent .................................................      2
     3.2     Additional Rent ............................................      2
     3.3     Late Payments ..............................................      2
     3.4     Triple-Net Lease ...........................................      2
4.   Security Deposit....................................................      2
5.   Common Areas; Operating Expenses ...................................      2
     5.1     Definition of Common Areas .................................      2
     5.2     Maintenance and Use of Common Areas ........................      2
     5.3     Control of and Changes to Common Areas .....................      2
     5.4     Operating Expenses .........................................      3
     5.5     Tenant's Monthly Operating Expenses Charge .................      3
     5.6     Estimate Statement .........................................      3
     5.7     Actual Statement ...........................................      3
     5.8     Audit ......................................................      4
     5.9     Miscellaneous ..............................................      4
6.   Taxes ..............................................................      4
     6.1     Real Property Taxes ........................................      4
     6.2     Personal Property Taxes ....................................      5
7.   Utilities and Services .............................................      5
     7.1     Water and Air Conditioning .................................      5
     7.2     Other Utilities and Services ...............................      5
8.   Use ................................................................      5
     8.1     General ....................................................      5
     8.2     Parking ....................................................      6
     8.3     Sign, Awnings and Canopies .................................      6
     8.4     Hazardous Materials ........................................      6
</TABLE>


                                      -i-

<PAGE>

                         STANDARD FORM TRIPLE NET LEASE
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
     8.5     Refuse and Sewage ..........................................      7
     8.6     Extraordinary Services .....................................      7
     8.7     Inspections ................................................      7
9.   Condition of Premises; Repair Obligations ..........................      7
     9.1     Condition of Premises ......................................      7
     9.2     Landlord's Repair Obligations ..............................      8
     9.3     Tenant's Repair Obligations ................................      8
10.  Alterations ........................................................      8
     10.1    Tenant's Changes; Conditions ...............................      8
     10.2    Removal of Tenant Changes and Tenant Improvements ..........      9
     10.3    Removal of Personal Property ...............................      9
     10.4    Tenant's Failure to Remove .................................      9
11.  Liens ..............................................................      9
12.  Tenant's Insurance .................................................      9
     12.1    Types of Insurance .........................................      9
     12.2    Requirements ...............................................     10
     12.3    Effect on Insurance ........................................     10
13.  Landlord's Insurance ...............................................     10
14.  Waivers of Subrogation .............................................     10
     14.1    Mutual Waiver of Parties ...................................     10
     14.2    Waiver of Insurers .........................................     10
15. Indemnification and Exculpation .....................................     11
     15.1    Tenant's Assumption of Risk and Waiver .....................     11
     15.2    Tenant's Indemnification of Landlord .......................     11
     15.3    Survival; No Release of Insurers ...........................     11
16.  Damage or Destruction ..............................................     11
     16.1    Landlord's Rights and Obligations ..........................     11
     16.2    Tenant's Costs and Insurance Proceeds ......................     11
     16.3    Abatement of Rent ..........................................     12
     16.4    Inability to Complete ......................................     12
     16.5    Damage to the Project ......................................     12
     16.6    Damage Near End of Term ....................................     12
     16.7    Waiver of Termination Right ................................     12
17.  Eminent Domain .....................................................     12
     17.1    Substantial Taking .........................................     12
     17.2    Partial Taking; Abatement of Rent ..........................     12
</TABLE>


                                      -ii-

<PAGE>

                         STANDARD FORM TRIPLE NET LEASE
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
     17.3    Condemnation Award .........................................     12
     17.4    Temporary Taking ...........................................     13
     17.5    Waiver of Termination Right ................................     13
18.  Assignment and Subletting ..........................................     13
     18.1    Restriction on Transfer ....................................     13
     18.2    Transfer Notice ............................................     13
     18.3    Landlord's Options .........................................     13
     18.4    Additional Conditions ......................................     13
19.  Tenant's Default and Landlord's Remedies ...........................     14
     19.1    Tenant's Default ...........................................     14
     19.2    Landlord's Remedies; Termination ...........................     14
     19.3    Landlord's Remedies; Re-Entry Rights .......................     14
     19.4    Landlord's Remedies; Continuation of Lease .................     14
     19.5    Landlord's Right to Perform ................................     15
     19.6    Interest ...................................................     15
     19.7    Late Charges ...............................................     15
     19.8    Security Interest ..........................................     15
     19.9    Rights and Remedies Cumulative .............................     15
     19.10   Waiver of Jury Trial .......................................     15
20.  Landlord's Default .................................................     15
21.  Subordination ......................................................     16
22.  Estoppel Certificate ...............................................     16
     22.1    Tenant's Obligations .......................................     16
     22.2    Tenant's Failure to Deliver ................................     16
23.  Financial Statements ...............................................     16
24.  Project Planning ...................................................     16
25.  Modification and Cure Rights of Landlord's Mortgagees and Lessors ..     17
     25.1    Modifications ..............................................     17
     25.2    Cure Rights ................................................     17
26.  Quiet Enjoyment ....................................................     17
27.  Entry by Landlord ..................................................     17
28.  Transfer of Landlord's Interest ....................................     17
29.  Limitation on Landlord's Liability .................................     17
30.  Payments and Notices ...............................................     17
31.  End of Term ........................................................     18
     31.1    Surrender of Premises ......................................     18
</TABLE>


                                     -iii-

<PAGE>

                         STANDARD FORM TRIPLE NET LEASE
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
     31.2    Holding Over ...............................................     18
     31.3    No Effect on Landlord's Rights .............................     18
32.  Miscellaneous ......................................................     18
     32.1    Governing Law ..............................................     18
     32.2    No Merger ..................................................     18
     32.3    Waiver .....................................................     18
     32.4    Terms and Headings .........................................     18
     32.5    Time .......................................................     18
     32.6    Prior Agreements; Amendments ...............................     18
     32.7    Separability ...............................................     19
     32.8    Exhibits and Riders ........................................     19
     32.9    Accord and Satisfaction ....................................     19
     32.10   No Partnership .............................................     19
     32.11   Successors and Assigns .....................................     19
     32.12   Professional Fees ..........................................     19
     32.13   Force Majeure ..............................................     19
     32.14   Nondisclosure of Lease Terms ...............................     19
     32.15   Nondiscrimination ..........................................     19
     32.16   Brokers ....................................................     19
     32.17   Recording ..................................................     20
     32.18   Building Hours .............................................     20
     32.19   Fiber Optics ...............................................     20
     32.20   Telecommunications Equipment ...............................     20
33.  Lease Execution ....................................................     21
     33.1    Counterparts ...............................................     21
     33.2    Tenant's Authority .........................................     21
     33.3    Joint and Several Liability ................................     21
     33.4    Guaranty ...................................................     21
     33.5    No Option ..................................................     21
     33.6    Landlord's Contingency .....................................     21
</TABLE>


                                      -iv-

<PAGE>

                         STANDARD FORM TRIPLE NET LEASE
                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
EXHIBITS

Exhibit "A"     Project Site Plan
Exhibit "B"     Floor Plan
Exhibit "C"     Work Letter Agreement
Exhibit "D"     Sample Form of Notice of Lease Term Dates
Exhibit "E"     Rules and Regulations
Exhibit "F"     Sample Form of Tenant Estoppel Certificate
Exhibit "G"     Sign Criteria
Exhibit "G-1"   Depiction of Location of Tenant's Wall Sign
Exhibit "H"     Tenant Environmental Questionnaire
Exhibit "I"     Tenant Improvement Standards
Exhibit "J"     Lease Guaranty
Exhibit "K"     Standards for Utilities and Services
Exhibit "L"     Form of Letter of Credit

RIDERS

Rider No. 1     Extension Option Rider


                                      -v-

<PAGE>

                                TRIPLE NET LEASE

This TRIPLE NET LEASE ("LEASE"), which includes the preceding Summary of Basic
Lease Information and Definitions. ("SUMMARY") attached to and incorporated in
this Lease by this reference, is made as of December 19, 2005, by and between
ALISO VIEJO TOWN CENTER CORPORATE PARK LLC, a California limited liability
company ("LANDLORD"), and EYEONICS, INC., a Delaware corporation ("TENANT").
Landlord and Tenant are sometimes referred to collectively in this Lease as the
"PARTIES" and individually as a "PARTY."

1.   PREMISES.

1.1 PREMISES. Landlord hereby leases to Tenant and Tenant hereby leases from
Landlord the Premises upon and subject to the terms, covenants and conditions
contained in this Lease to be performed by each Party.

1.2 LANDLORD'S RESERVATION OF RIGHTS. Provided Tenant's use of and access to the
Premises is not interfered with in an unreasonable manner, Landlord reserves the
right from time to time to install, use, maintain, repair, replace and relocate
pipes, ducts, conduits, wires and appurtenant meters and equipment above the
ceiling surfaces, below the floor surfaces and within the walls of the Building
and the Premises.

1.3 TENANT'S SHARE. "TENANT'S SHARE" means, that portion of an Operating Expense
(defined in Section 5.4 below) determined by multiplying the cost of such item
by a fraction, the numerator of which is the total Rentable Square Feet of the
Premises and the denominator of which is the total Rentable Square Feet of all
of the floor area, as of the date on which the computation is made, including
the Premises, to be charged with such Operating Expense. As used in this Lease,
"RENTABLE SQUARE FEET" with respect to the Premises, the Building and the
Project means the Rentable Square Feet specified on the Summary for each of the
Premises, the Building and the Project, respectively. From time to time at
Landlord's option, Landlord's architect may determine and redetermine the actual
rentable square footage of the Premises and other building(s) in question, and
thereupon Tenant's Share will be adjusted accordingly.

2.   TERM.

2.1 TERM; NOTICE OF LEASE DATES. The Term of this Lease shall be for the period
designated in Section 1.8 of the Summary commencing on the Commencement Date
and ending on the expiration of such period, unless the Term is sooner
terminated or extended as provided in this Lease. Notwithstanding the foregoing,
if the Commencement Date falls on any day other than the first day of a calendar
month, the term of this Lease will be measured from the first day of the month
following the month in which the Commencement Date occurs. As used in this
Lease, "LEASE YEAR" means the twelve (12) month period commencing on the first
(1st) day of the calendar month following the month in which the Lease Term
commences, and each subsequent twelve (12) month period during the Lease Term.
Within ten (10) days after Landlord's written request, Tenant shall execute a
written confirmation of the Commencement Date and expiration date of the Term in
the form of the Notice of Lease Dates attached as EXHIBIT "D." The Notice of
Lease Term Dates shall be binding upon Tenant unless Tenant objects thereto in
writing within such ten (10) day period.

2.2 ESTIMATED COMMENCEMENT DATE. The Parties estimate that the Term of this
Lease will commence on the Estimated Commencement Date set forth in Section 1.7
of the Summary. The Estimated Commencement Date is merely an estimate of the
Commencement Date. Tenant agrees that Landlord shall have no liability to Tenant
for any loss or damage, nor shall Tenant be entitled to terminate or cancel this
Lease if the Term of this Lease does not commence by the Estimated Commencement
Date for any reason whatsoever, including any delays in substantial completion
of the Tenant Improvements.

2.3 EARLY OCCUPANCY. As a material consideration of this Lease, Tenant shall be
permitted to occupy the Premises as of the date which is thirty (30) days prior
to the Commencement Date for the purpose of installing telephone and data
cabling ("TENANT'S WORK"). If Tenant occupies the Premises prior to the
Commencement Date for the purpose of completing Tenant's Work or for any other
purpose with Landlord's prior written consent, such early occupancy shall be
subject to all of the terms and conditions of this Lease, including, without
limitation, the provisions of Sections 12, 14 and 15 except that Tenant will not
be obligated to pay rent during the period of such early occupancy so long as
Tenant does not commence the operation of business from the Premises. Tenant
shall provide Landlord with prior notice of any such intended early occupancy
and shall cooperate with Landlord during the period of any such early occupancy
so as not to interfere with Landlord in the completion of Landlord's Work.

2.4 DELIVERY OF POSSESSION. Landlord will deliver possession of the Premises to
Tenant in its current "as-is" condition with the addition of only those items of
work described on EXHIBIT "C" which are to be substantially completed by
Landlord on or before the Estimated Commencement Date. If, for any reason not
caused by Tenant, Landlord cannot deliver possession of the Premises to Tenant
on the Estimated Commencement Date, this Lease will not be void or voidable, nor
will Landlord be liable to Tenant for any loss or damage resulting from such
delay. If the delay in possession is caused by Tenant, then the Term and
Tenant's obligation to pay rent will commence as of the date the Commencement
Date would have occurred but for Tenant's delay; even though Tenant does not yet
have possession. Notwithstanding the foregoing, Landlord will not be obligated
to deliver possession of the Premises to Tenant (but Tenant will be liable for
rent if Landlord can otherwise deliver the Premises to Tenant) until Landlord
has received from Tenant all of the following: (i) a copy of this Lease fully
executed by Tenant and the guaranty of Tenant's obligations under this Lease, if
any, executed by the Guarantor(s); (ii) the Security Deposit, the first
installment of Monthly Basic Rent, the installment of Monthly Basic Rent for the
thirty-sixth (36th) month of the term, and the first installment of Tenant's
Share of Operating Expenses, all of which shall be deemed earned by Landlord
upon Tenant's execution of this Lease; (iii) copies of policies of insurance or
certificates thereof as


                                       -1-

<PAGE>

required under Section 12 of this Lease; and (iv) a copy of the Environmental
Questionnaire attached to this Lease on EXHIBIT "H" completed and executed by
Tenant.

3.   RENT.

3.1 BASIC RENT. Tenant shall pay Landlord, as basic rent for the Premises, the
Annual Basic Rent designated in Section 1.9 of the Summary. The Annual Basic
Rent shall be paid by Tenant in twelve (12) equal monthly installments of
Monthly Basic Rent in the amounts designated in Section 1.9 of the Summary in
advance on the first day of each and every calendar month during the Term,
except that the first full month's Monthly Basic Rent shall be paid upon
execution of this Lease by Tenant. Monthly Basic Rent for any partial month
shall be prorated in the proportion that the number of days this Lease is in
effect during such month bears to thirty (30).

3.2 ADDITIONAL RENT. All amounts and charges payable by Tenant under this Lease
in addition to the Annual Basic Rent described in Section 3.1 above shall be
considered additional rent for the purposes of this Lease. The word "RENT" in
this Lease shall include such additional rent unless the context specifically or
clearly implies that only the Annual Basic Rent is referenced. The Annual Basic
Rent and additional rent shall be paid to Landlord as provided in Section 30,
without any prior demand and without any deduction or offset, in lawful money of
the United States of America.

3.3 LATE PAYMENTS. Late payments of Monthly Basic Rent or any item of additional
rent will be subject to interest and a late charge as provided below.

3.4 TRIPLE-NET LEASE. All rent shall be absolutely net to Landlord so that this
Lease shall yield net to Landlord, the rent to be paid each month during the
Term of this Lease. Accordingly, except as specifically set forth in this Lease,
ail costs, expenses and obligations of every kind or nature whatsoever relating
to the Premises, and Tenant's Share of all costs, expenses and obligations of
every kind or nature whatsoever relating to the remaining portion of the
Project, which may arise or become due during the Term of this Lease shall be
paid by Tenant. Nothing in this Lease shall be deemed to require Tenant to pay
or discharge any liens or mortgages of any character whatsoever which may exist
or hereafter be placed upon the Project by an affirmative act or omission of
Landlord.

4. SECURITY DEPOSIT. Concurrently with the execution of this Lease by Tenant,
Tenant shall deposit with Landlord the Security Deposit designated in Section
1.10 of the Summary. Landlord shall hold the Security Deposit as security for
the full and faithful performance by Tenant of all of the terms, covenants and
conditions of this Lease to be performed by Tenant during the Term. The Security
Deposit is not, and may not be construed by Tenant to constitute, rent for the
last month or any portion of it. If Tenant defaults with respect to any of its
obligations under this Lease, Landlord may, but shall not be required to, use,
apply or retain all or any part of the Security Deposit for the payment of any
rent or any other sum in default, or for the payment of any other amount, loss
or damage which Landlord may spend, incur or suffer by reason of Tenant's
default. If any portion of the Security Deposit is so used or applied, Tenant
shall, within ten (10) days after demand, deposit cash with Landlord in an
amount sufficient to restore the Security Deposit to its original amount.
Landlord shall not be required to keep the Security Deposit separate from its
general funds. If Tenant fully and faithfully performs every provision of this
Lease to be performed by it, the Security Deposit or any balance of it shall be
returned to Tenant within two (2) weeks following the expiration of the Term,
provided that Landlord may retain the Security Deposit until such time as any
amount due from Tenant in accordance with Section 5 has been determined and paid
in full. If Landlord sells its interest in the Building during the Term and
deposits with the purchaser the Security Deposit or balance of it then, upon
such sale, Landlord shall be discharged from any further liability with respect
to the Security Deposit.

5.   COMMON AREAS: OPERATING EXPENSES

5.1 DEFINITION OF COMMON AREAS. The term "COMMON AREAS" as used in this Lease
has the meaning given such term in the Town Center Declaration.

5.2 MAINTENANCE AND USE OF COMMON AREAS. The manner in which the Common Areas
shall be maintained shall be solely determined by the Town Center Corporate Park
Owners Association as set forth in the Town Center Declaration. The use and
occupancy by Tenant of the Premises shall include the right to use the Common
Areas (except areas used in the maintenance or operation of the Project), in
common with Landlord and other tenants of the Project and their customers and
invitees, subject to (i) any covenants, conditions and restrictions now or
hereafter of record, and (ii) such reasonable, nondiscriminatory rules and
regulations concerning the Project as may be established by Landlord or the Town
Center Corporate Park Owners Association from time to time including, without
limitation, the Rules and Regulations attached hereto as EXHIBIT "E." Tenant
shall promptly comply with all such rules and regulations and any reasonable,
nondiscriminatory amendments to them upon receipt of written notice from
Landlord.

5.3 CONTROL OF AND CHANGES TO COMMON AREAS. The Town Center Corporate Park
Owners Association shall have the sole and exclusive control of the Common
Areas, as well as the right to make reasonable changes to the Common Areas.
Provided the Town Center Corporate Park Owners Association does not materially
interfere with Tenant's use of and access to the Premises, Landlord's rights
shall include, but not be limited to, the right to (a) restrain the use of the
Common Areas by unauthorized persons; (b) cause Tenant to remove or restrain
persons from any unauthorized use of the Common Areas if they are using the
Common Areas by reason of Tenant's presence in the Project; (c) utilize from
time to time any portion of the Common Areas for promotional, entertainment, and
related matters; (d) temporarily close any portion of the Common Areas for
repairs, improvements or alterations, to discourage non-customer use, to prevent
public dedication or an easement by prescription from arising, or for any other
reason deemed appropriate in the Town Center Corporate Park Owners Association's
judgment; and (e) reasonably change the shape and size of the Common Areas, add,
eliminate or change the location of improvements


                                       -2-

<PAGE>

to the Common Areas, including, without limitation, buildings, lighting, parking
areas, landscaped areas, roadways, walkways, drive aisles and curb cuts.

5.4 OPERATING EXPENSES. Throughout the Term of this Lease, commencing on the
Commencement Date, Tenant shall pay Landlord as additional rent in accordance
with the terms of this Section 5, Tenant's Share of Operating Expenses for the
taxes and insurance for the Building and the Project and for all costs and
expenses for the operation; maintenance, repair and replacement of the Building
and the Project including, without limitation: (i) any form of real property
tax, assessment, license fee, license tax, business license fee, permit fee,
inspection fee, commercial rental tax, levy, charge, improvement bond or similar
imposition of any kind or nature imposed by any authority having the direct
power to tax, including any city, county, state or federal government, or any
school, agricultural, lighting, drainage or other improvement or special
assessment district thereof; (ii) any and all assessments under any covenants,
conditions and restrictions affecting the Project, including without limitation
assessments levied by the Community Association as provided in the Community
Declaration, by the Pacific Park Association as provided in the Pacific Park
Declaration, and by the Town Center Corporate Park Owners Association as
provided in the Town Center Declaration; (iii) water, sewer and other utility
charges, to the extent not separately metered, including without limitation any
costs or expenses incurred in connection with a change in the Electric Service
Provider or Alternate Service Provider pursuant to Section 7 of this Lease; (iv)
costs of insurance obtained by Landlord pursuant to Section 13 of this Lease;
(v) waste disposal; (vi) janitorial services for the common area within the
Building; (vii) security; (viii) labor; (ix) management costs including, without
limitation: (A) wages, salaries, fringe benefits (and payroll taxes and similar
charges) of property management employees, and (B) management office rental,
supplies, equipment and related operating expenses and commercially reasonable
management and administrative fees; (x) supplies, materials, equipment and tools
including rental of personal property; (xi) repair and maintenance of the
structural portions of the buildings within the Project, including the plumbing,
heating, ventilating, air-conditioning and electrical systems installed or
furnished by Landlord (if such repair and maintenance are Landlord's
responsibility under Section 9.2 below); (xii) maintenance, sweeping, lighting,
repairs, resurfacing, and upkeep of all parking and other common areas; (xii)
amortization on a straight line basis over the useful life (together with
interest at the Interest Rate on the unamortized balance) of all capitalized
expenditures which are: (A) reasonably intended to produce a reduction in
operating charges or energy consumption; or (B) required under any governmental
law or regulation that was not applicable to the Project at the time it was
originally constructed; or (C) for replacement or restoration of any Project
equipment and improvements needed to operate or maintain the Project at the same
quality levels as prior to the replacement or restoration; (xiv) gardening and
landscaping; (xv) maintenance of signs (other than signs of tenants of the
Project); (xvi) personal property taxes levied on or attributable to personal
property used in connection with the common areas; (xvii) reasonable accounting,
audit, verification, environmental, insurance, tax, legal and other consulting
fees; (xviii) any other costs and expenses of repairs, maintenance, painting,
lighting, cleaning, and similar items, including appropriate reserves; (xix)
costs associated with the procurement and maintenance of air conditioning,
heating and ventilation service agreements; (xx) procurement and maintenance of
an intrabuilding cable network tenant information system for common use of all
tenants within the Project, and any other installation, maintenance, repair and
replacement costs associated with such lines; and (xxi) any expense incurred
pursuant to Sections 5.2, 7, 8.2, 9.2 and 13 (collectively, the "OPERATING
EXPENSES"). The foregoing list constitutes a nonexclusive list of costs and
expenses Landlord may incur for the operation, maintenance, repair and
replacement of the Building and the Project. The fact that an item is included
in this list does not imply that any particular item or service will be provided
by Landlord or that Landlord is obligated to incur any particular expense or
provide any particular service.

5.5 TENANT'S MONTHLY OPERATING EXPENSE CHARGE. From and after the Commencement
Date, Tenant shall pay to Landlord, on the first day of each calendar month
during the Term of this Lease, Tenant's Share of an amount estimated by Landlord
to be the monthly Operating Expenses for the Project for that month ("TENANT'S
MONTHLY OPERATING EXPENSE CHARGE"), except that the first installment of
Tenant's Share of Operating Expenses shall be paid upon execution of this Lease
by Tenant.

5.6 ESTIMATE STATEMENT. Prior to the Commencement Date and on or about January 1
of each subsequent calendar year during the Term, Landlord will endeavor to
deliver to Tenant a statement ("ESTIMATE STATEMENT") wherein Landlord will
estimate both the Operating Expenses and Tenant's Monthly Operating Expense
Charge for the then current calendar year. Concurrently with the regular monthly
rent payment next due following the receipt of each such Estimate Statement,
Tenant shall pay to Landlord an amount equal to one monthly installment of
Tenant's estimated Monthly Operating Expense Charge (less any applicable
Operating Expenses already paid) multiplied by the number of months from
January, in the current calendar year, to the month of such rent payment next
due, all months inclusive. If at any time during the Term of this Lease Landlord
reasonably determines that Tenant's Share of Operating Expenses for the current
calendar year will be greater than the amount set forth in the then current
Estimate Statement, Landlord may issue a revised Estimate Statement. Within ten
(10) days after delivery of the revised Estimate Statement, Tenant shall pay to
Landlord the difference between the amount owed by Tenant under such revised
Estimate Statement and the amount owed by Tenant under the original Estimate
Statement for the portion of the then current calendar year which has expired.
Thereafter Tenant shall pay Tenant's Monthly Operating Expense Charge based on
such revised Estimate Statement until Tenant receives the next calendar year's
Estimate Statement or a new revised Estimate Statement for the current calendar
year.

5.7 ACTUAL STATEMENT. By March 31 of each calendar year during the Term,
Landlord shall deliver to Tenant a statement ("ACTUAL STATEMENT") which states
Tenant's Share of the actual Operating Expenses for the preceding calendar year.
If the Actual Statement reveals that Tenant's Share of the actual Operating
Expenses is more than the total Additional Rent paid by Tenant for Operating
Expenses on account of the preceding calendar year, Tenant shall pay Landlord
the difference in a lump sum within ten (10) days of receipt of the Actual
Statement. If the Actual Statement reveals that Tenant's Share of the actual
Operating Expenses is less than the Additional Rent paid by Tenant for Operating
Expenses on account of the preceding calendar year, Landlord will credit any
overpayment first, toward any delinquencies in Tenant's obligations under this
Lease then outstanding, and second, toward the


                                       -3-

<PAGE>

next monthly installment or installments of Tenant's Share of the Operating
Expenses due under this Lease provided, however, that Landlord may withhold from
such credit an amount which, in Landlord's reasonable determination, is equal to
Tenant's Share of any anticipated but unassessed Real Property Taxes.

5.8 AUDIT. Landlord agrees that it will maintain complete and accurate records
of all costs, expenses and disbursements paid or incurred by Landlord, its
employees, agents and contracts, with respect to the Operating Expenses in
accordance with generally accepted accounting principles, consistently applied.
Provided Tenant is not then in default of this Lease, Tenant shall have the
right to have Tenant's financial officer or a certified public accountant audit
Landlord's Operating Expenses, subject to the terms and conditions hereof. In no
event, however, shall such auditor be compensated by Tenant on a "contingency"
basis, or on any other basis tied to the results of the audit. Tenant shall give
notice to Landlord of Tenant's intent to audit within sixty (60) days following
delivery of the Actual Statement for each calendar year. Following at least ten
(10) business days notice to Landlord, such audit shall be conducted, at a
mutually agreeable time during normal business hours at the office of Landlord
or its management agent where the records are maintained. Landlord shall make
such records available to Tenant's employees and agents for inspection during
normal business hours. Tenant's employees and agents shall be entitled to make
photostatic copies of such records, provided Tenant bears the expense of such
copying and further provided that Tenant keeps such copies in a confidential
manner and does not discuss, display or distribute such copies to any other
third party. If Tenant's audit determines that actual Operating Expenses have
been overstated by more than four percent (4%), then subject to Landlord's right
to review and contest the audit results, Landlord shall reimburse Tenant for the
reasonable out-of-pocket costs of such audit. Tenant's Monthly Basic Rent shall
be appropriately adjusted to reflect any overstatement in Operating Expenses.

          All of the information obtained by Tenant and its auditor in
connection with such audit, as well as any compromise, settlement or adjustment
reached between Landlord and Tenant as a result of the Audit shall be held in
strict confidence and, except as may be required pursuant to litigation, shall
not be disclosed to any third party, directly or indirectly, by Tenant or its
auditor or any of their officers, agents or employees. Landlord may require
Tenant's auditor to execute a separate confidentiality agreement affirming the
foregoing as a condition precedent to any audit.

5.9 MISCELLANEOUS. Any delay or failure by Landlord in delivering any Estimate
Statement or Actual Statement pursuant to this Section 5 will not constitute a
waiver of its right to require an increase in additional rent for Operating
Expenses nor will it relieve Tenant of its obligations pursuant to this Section
5, except that Tenant will not be obligated to make any payments based on such
Estimate Statement or Actual Statement until ten (10) days after receipt of such
Estimate Statement or Actual Statement. If Tenant does not object to any
Estimate Statement or Actual Statement within thirty (30) days after Tenant
receives any such statement, such statement will be deemed final and binding on
Tenant and any future claims to the contrary shall be barred. Even though the
Term has expired and Tenant has vacated the Premises, when the final
determination is made of Tenant's Share of the actual Operating Expenses for the
year in which this Lease terminates, Tenant shall promptly pay any increase due
over the estimated expenses paid and, conversely, any overpayment made in the
event said expenses decrease shall promptly be rebated by Landlord to Tenant.
Such obligation will be a continuing one which will survive the expiration or
termination of this Lease. Prior to the expiration or sooner termination of the
Lease Term and Landlord's acceptance of Tenant's surrender of the Premises,
Landlord will have the right to estimate the actual Operating Expenses for the
then current Lease Year and to collect from Tenant prior to Tenant's surrender
of the Premises, Tenant's Share of any excess of such actual Operating Expenses
over the estimated Operating Expenses paid by Tenant in such Lease Year.

6. TAXES.

6.1 REAL PROPERTY TAXES. Tenant shall pay Tenant's Share of all general and
special real property taxes, assessments (including, without limitation, change
in ownership taxes or assessments), liens, bond obligations, license fees or
taxes and any similar impositions in lieu of other impositions now or previously
within the definition of real property taxes or assessments (collectively, "REAL
PROPERTY TAXES") which may be levied or assessed by any lawful authority against
the Project applicable to the period from the Commencement Date until the
expiration or sooner termination of this Lease. Notwithstanding the foregoing
provisions, if the Real Property Taxes are not levied and assessed against the
entire Project by means of a single tax bill (i.e., if the Premises is included
in a larger parcel for purposes of levying and assessing the Real Property
Taxes), then the Real Property Taxes levied against the Premises shall be deemed
to be the sum of (i) the portion of the Real Property Taxes levied against the
improvements on the larger parcel multiplied by a fraction, the numerator of
which is the Rentable Square Feet of the Building and the denominator of which
is the Rentable Square Feet of all buildings (including without limitation the
Building) located on the larger parcel, plus (ii) the portion of the Real
Property Taxes levied against the land in the larger parcel multiplied by a
fraction, the numerator of which is the land area of the Land and the
denominator of which is the land area of the larger parcel. Tenant shall pay
Tenant's Share of all Real Property Taxes which may be levied or assessed by any
lawful authority against the land and improvements of the separate tax parcel
on which the Building containing the Premises is located.

All Real Property Taxes for the tax year in which the Commencement Date occurs
and for the tax year in which this Lease terminates shall be apportioned and
adjusted so that Tenant shall not be responsible for any Real Property Taxes for
a period of time occurring prior to the Commencement Date or subsequent to the
expiration of the Term.

The amount to be paid pursuant to the provisions of this Section 6.1 shall be
paid monthly in advance as part of Tenant's Monthly Operating Expense Charge as
estimated by Landlord based on the most recent tax bills and estimates of
reappraised values (if reappraisal is to occur), commencing with the month (or
partial month on a prorated basis if such be the case) that the Commencement
Date occurs. Landlord may elect, by written notice to Tenant, to require Tenant
to (i) pay Tenant's Share of Real Property Taxes directly to the taxing
authority (in which


                                       -4-

<PAGE>

case such payment shall be made by Tenant at least ten (10) days prior to
delinquency), or (ii) reimburse Landlord for Tenant's Share of Real Property
Taxes (in which case such payment shall be made by Tenant within ten (10) days
after Landlord's delivery of an invoice to Tenant). The initial estimated
monthly charge for Tenant's Share of Real Property Taxes is included in the
Monthly Operating Expense Charge as provided in Section 5.

If at any time during the Term under the laws of the United States, or the
state, county, municipality or any political subdivision in which the Project is
located, a tax or excise on rent or any other tax however described is levied or
assessed by any such political body against Landlord on account of rent payable
to Landlord or any tax based on or measured by expenditures made by Tenant on
behalf of Landlord, such tax or excise shall be considered "REAL PROPERTY TAXES"
for purposes of this Section 6.1, and shall be payable in full by Tenant. At
Landlord's option, such taxes or excises shall be payable monthly in advance on
an estimated basis as provided in this Section 6.1 or shall be payable within
ten (10) days after Landlord's delivery of the tax bill to Tenant.

6.2 PERSONAL PROPERTY TAXES. Tenant shall be liable for, and shall pay before
delinquency, all taxes and assessments, real and personal, levied against (a)
any personal property or trade fixtures placed by Tenant in or about the
Premises (including any increase in the assessed value of the Premises based
upon the value of any such personal property or trade fixtures); and (b) any
Tenant Improvements or alterations in the Premises, whether installed or paid
for by Landlord or Tenant. If any such taxes or assessments are levied against
Landlord or Landlord's property, Landlord may, after written notice to Tenant
(and under proper protest if requested by Tenant) pay such taxes and
assessments, and Tenant shall reimburse Landlord therefor within ten (10)
business days after demand by Landlord; provided, however, Tenant, at its sole
cost and expense, shall have the right, with Landlord's cooperation, to bring
suit in any court of competent jurisdiction to recover the amount of any such
taxes and assessments so paid under protest.

7. UTILITIES AND SERVICES.

7.1 WATER AND AIR CONDITIONING. All charges for (i) water and (ii) air
conditioning used, consumed or provided in, furnished to or attributable to the
Premises during usual and customary hours of the Building as published from time
to time by Landlord ("BUILDING HOURS") in accordance with the Standards for
Utilities and Services described in the attached EXHIBIT "K" shall be included
in Operating Expenses. All charges for any HVAC services outside Building Hours
or for water or HVAC in excess of the Standards for Utilities and Services
described in the attached EXHIBIT "K" shall be billed to and paid by Tenant at
Landlord's customary rates published from time to time

7.2 OTHER UTILITIES AND SERVICES. Tenant shall be solely responsible for and
shall promptly pay all charges for heat, gas, electricity or any other utility
used, consumed or provided in, furnished to or attributable to the Premises at
the rates charged by the supplying utility companies and/or Landlord. If any
utilities or services are not separately metered or assessed to Tenant, Landlord
shall make a reasonable determination of Tenant's proportionate share of the
cost of such utilities and services and Tenant shall pay such amount to
Landlord, as an item of additional rent, within ten (10) days after receipt of
Landlord's statement or invoice. Alternatively, Landlord may elect to include
such cost in the definition of Operating Expenses in which event Tenant shall
pay Tenant's Share of such costs in the manner set forth in Section 5. Should
Landlord elect to supply any or all of such utilities, Tenant shall purchase and
pay for the same as additional rent as apportioned by Landlord. The rate to be
charged by Landlord to Tenant shall not exceed the rate charged to Landlord by
any supplying utility. Tenant shall reimburse Landlord within ten (10) days of
billing for fixture charges and/or water tariffs, if applicable, which are
charged to Landlord by local utility companies. Landlord will notify Tenant of
this charge as soon as it becomes known. This charge will increase or decrease
with current charges being levied against Landlord, the Premises or the Building
by the local utility company, and will be due as additional rent. In no event
shall Landlord be liable for any interruption or failure in the supply of any
such utility services to Tenant. Landlord has advised Tenant that presently
Southern California Edison ("ELECTRIC SERVICE PROVIDER") is the utility company
currently selected by Landlord to provide electric service for the Premises.
Landlord shall have the right at any time and from time to time during the Term
to either contract for service from a different company or companies providing
electric service (each such company shall hereinafter be referred to as an
"ALTERNATE SERVICE PROVIDER") or to continue to contract for service from the
Electric Service Provider. Tenant shall cooperate with Landlord, the Electric
Service Provider and any Alternate Service Provider at all times and, as
reasonably necessary and without charge, Tenant stall allow Landlord, Electric
Service Provider and any Alternate Service Provider reasonable access to or
through the Premises and the Premises' electric lines, feeders, risers, wiring
and any other related machinery necessary to provide electrical services. Tenant
has the right to contract for telephone, Internet, broadband or other
telecommunications services for Tenant's own use only but Tenant shall not
resell or distribute, directly or indirectly, any such services to any other
occupant of the Project. If Tenant breaches this covenant, Tenant acknowledges
that damages would be an inadequate remedy for Landlord; therefore, Landlord
shall be entitled, in any such event, to seek injunctive relief against Tenant
in addition to any other remedies Landlord may have at law or in equity.

8. USE.

8.1 GENERAL. Tenant shall use the Premises solely for the Permitted Use
specified in Section 1.11 of the Summary, and shall not use or permit the
Premises to be used for any other use or purpose whatsoever. Landlord and Tenant
agree that any contrary use shall be deemed to cause material and irreparable
harm to Landlord and shall entitle Landlord to injunctive relief in addition to
any other available remedy. Tenant shall observe and comply with all the
provisions of the Town Center Declaration and the "Rules and Regulations"
attached as EXHIBIT "E," and all reasonable nondiscriminatory
modifications of them and additions to them from time to time put into effect
and furnished to Tenant by Landlord. Landlord shall endeavor to enforce the
Rules and Regulations, but shall have no liability to Tenant for the violation
or nonperformance by any other tenant or occupant of the Project of any such
Rules and Regulations. Tenant shall, at its sole cost and expense, observe and
comply with all requirements of any


                                       -5-

<PAGE>

board of fire underwriters or similar body relating to the Premises, and all
laws, statutes, codes, rules and regulations now or hereafter in force relating
to or affecting the use, occupancy, alteration or improvement, whether
structural or nonstructural, of the Premises, including, without limitation, the
provisions of Title III of the Americans with Disabilities Act of 1990 as it
pertains to Tenant's use, occupancy, improvement and alteration of the
Premises. Tenant shall not use or allow the Premises to be used (a) in violation
of the Town Center Declaration or any other recorded covenants, conditions and
restrictions affecting the Project or of any law or governmental rule or
regulation, or of any certificate of occupancy issued for the Premises or the
Building, or (b) for any improper, immoral, unlawful or reasonably objectionable
purpose. Tenant shall not do or permit to be done anything which will obstruct
or interfere with the rights of other tenants or occupants of the Project, or
injure or annoy them. Tenant shall not cause, maintain or permit any nuisance
in, on or about the Premises, the Building or the Project, nor commit or suffer
to be committed any waste in, on or about the Premises. Tenant and Tenant's
employees and agents shall not solicit business in the Common Areas, nor shall
Tenant distribute any handbills or other advertising matter in the Common Areas.
Tenant shall have no right to conduct any auction in, on or about the Premises,
the Building or the Project

8.2 PARKING. Tenant and its employees shall park their vehicles only in those
portions of the Common Areas from time to time designated for such purpose by
Landlord. The use of the parking area shall be subject to the Parking Rules and
Regulations attached as EXHIBIT "E" and any other reasonable, nondiscriminatory
rules and regulation adopted by Landlord or the Town Center Corporate Park
Owners Association from time to time. Tenant shall be responsible for ensuring
that its employees comply with all the provisions of this Section and such other
parking rules and regulations as may be adopted and implemented by Landlord from
time to time. Tenant shall not use more parking spaces than the number indicated
as the Maximum Vehicle Parking Spaces on the Summary of Basic Lease Information
and Definitions.

8.3 SIGNS, AWNINGS AND CANOPIES. Without Landlord's prior written consent,
Tenant will not placed or suffer to be placed or maintained (i) any sign,
display, decoration, lettering or other advertising materials (collectively,
"SIGNS"), awning or canopy on the roof, on any exterior door, wall or window, or
within 48 inches of any window, of the Premises, (ii) any Sign on the glass of
any window or door of the Premises, or which would be visible from the exterior
of the Building, or (iii) any Sign in any location in, on or about the Project
or the Building (including without limitation any identification Sign in the
lobby of the Building). Notwithstanding the foregoing, Tenant, at Tenant's sole
cost and expenses, shall be permitted to install one (1) wall sign in the
location depicted on EXHIBIT "G-1" in accordance with the Sign Criteria (defined
below), and shall be permitted to have a building standard suite sign located on
the wall outside of Tenant's suite indicating Tenant's name and suite numbers
in accordance with the Sign Criteria. The size, design, graphics, material,
style, color and other physical aspects of any permitted Sign, awning or canopy
shall be subject to Landlord's written approval prior to installation (which
approval may be withheld in Landlord's sole discretion), any covenants,
conditions or restrictions encumbering the Premises, Landlord's signage program
for the Project, if any, as in effect from time to time and approved by
applicable governmental authorities, a copy of which is attached to this Lease
as EXHIBIT "G" ("SIGN CRITERIA"), and any applicable municipal or other
governmental permits and approvals. Tenant shall at Tenant's sole cost and
expense maintain any such Sign, awning or canopy as may be approved by Landlord
in good condition and repair at all times. Upon the expiration or earlier
termination of this Lease, Tenant shall (a) remove all Signs, awnings and
canopies and (b) repair any damage to the Building, the Premises or the Project
resulting from such removal all at Tenant's sole cost and expense. If Tenant
fails to maintain any approved Sign, awning or canopy, Landlord may do so and
Tenant shall reimburse Landlord for such cost plus a twenty percent (20%)
overhead fee. If Tenant installs any Sign, awning or canopy without Landlord's
prior written consent, or if Tenant fails to remove any such items at the
expiration or earlier termination of this Lease, Landlord may have such items
removed and stored and may repair any damage to the Building, the Premises or
the Project at Tenant's expense without further notice to Tenant. The removal,
repair and storage costs shall bear interest until paid at the maximum
nonusurious rate allowed by law.

8.4 HAZARDOUS MATERIALS.

(a) As used in this Lease, the term "HAZARDOUS MATERIALS" means and includes (i)
any hazardous or toxic materials, substances or wastes as now or hereafter
designated under any law, statute, Ordinance, rule, regulation, order or ruling
of any agency of the State, the United States Government or any local
governmental authority, including without limitation asbestos, petroleum,
petroleum hydrocarbons and petroleum based products, urea formaldehyde foam
insulation, polychlorinated biphenyls, and freon and other chlorofluorocarbons,
and (ii) any substance or matter which is in excess of permitted levels set
forth in any federal, California or local law or regulation pertaining to any
hazardous or toxic substance, material or waste.

(b) Tenant shall not cause or permit any Hazardous Materials to be brought upon,
stored, used, handled, generated, released or disposed of on, in, under or about
the Premises, the Building, the Common Areas or any other portion of the Project
by Tenant, its agents, employees, subtenants, assignees, licensees, contractors
or invitees (collectively, the "TENANT PARTIES"), without the prior written
consent of Landlord, which consent Landlord may withhold in its sole and
absolute discretion. Notwithstanding the foregoing, Tenant shall have the right,
without obtaining prior written consent of Landlord, to utilize within the
Premises ordinary and general office supplies such as copier toner, liquid
paper, glue, ink and common household cleaning materials (some or all of which
may constitute "Hazardous Materials" as defined in this Lease), provided that
(A) Tenant shall maintain such products in their original retail packaging,
shall follow all instructions on such packaging with respect to the storage, use
and disposal of such products, and shall otherwise comply with all applicable
laws with respect to such products and (B) all of the other terms and provisions
of this Section 8.4 shall apply with respect to the use and disposal of all such
products. In addition, concurrently with the execution of this Lease, Tenant
shall complete and deliver to Landlord an Environmental Questionnaire in the
form of EXHIBIT "H." Upon Landlord's request, Tenant shall disclose to Landlord
in writing the names and amounts of all Hazardous Materials which were used,
generated, stored, released or disposed of on, under or about the Premises and
shall deliver to Landlord complete and legible copies of all


                                       -6-

<PAGE>

documents reasonably requested by Landlord which relate to the use, generation,
storage, release or disposal of Hazardous Materials at the Premises. Landlord
may, in its sole discretion, place such conditions as Landlord deems appropriate
with respect to any such Hazardous Materials, and may further require that
Tenant demonstrate that such Hazardous Materials will be generated, stored, used
and disposed of in a manner that complies with all applicable laws and
regulations pertaining thereto and with good business practices. Landlord may
utilize an environmental consultant to assist in determining conditions of
approval in connection with the use, generation, storage, release or disposal of
any Hazardous Materials by Tenant on or about the Premises or to conduct
periodic inspections of the use, generation, storage, release or disposal of
Hazardous Materials by Tenant, and Tenant shall upon Landlord's demand reimburse
Landlord for any costs and expenses Landlord incurs in connection therewith.
Upon the expiration or earlier termination of this Lease, Tenant shall promptly
remove from the Premises, the Building and the Project, at its sole cost and
expense, any and all Hazardous Materials, including any equipment or systems
containing Hazardous Materials which are installed, brought upon, stored, used,
generated or released upon, in, under or about the Premises, the Building or the
Project or any portion of it by Tenant or any of the Tenant Parties. If Tenant
fails to perform any obligation under this Section and such failure continues
for ten (10) days after Tenant's receipt of written notice from Landlord,
Landlord may, without waiving or releasing Tenant from any of Tenant's
obligations, perform such obligation on behalf of Tenant. All sums so paid by
Landlord and all necessary incidental costs incurred by Landlord in performing
such obligations shall be payable by Tenant to Landlord within five (5) days
after demand therefor as additional rent.

(c) To the fullest extent permitted by law, Tenant shall promptly indemnify,
protect, defend and hold harmless Landlord and Landlord's partners, officers,
directors, employees, agents, successors and assigns (collectively, the
"LANDLORD INDEMNIFIED PARTIES") from and against any and all claims, damages,
judgments, suits, causes of action, losses, liabilities, penalties, fines,
expenses and costs (including, without limitation, clean-up, removal,
remediation and restoration costs, sums paid in settlement of claims, attorneys'
fees, consultant fees and expert fees and court costs) which arise or result
from the presence of Hazardous Materials on, in, under or about the Premises,
the Building or any other portion of the Project and which are caused or
permitted by Tenant or any of the Tenant Parties. Tenant shall promptly notify
Landlord of any release of Hazardous Materials in the Premises, the Building or
any other portion of the Project which Tenant becomes aware of during the Term,
whether caused by Tenant or any other persons or entities. In the event of any
release of Hazardous Materials caused or permitted by Tenant or any of the
Tenant Parties, Landlord shall have the right, but not the obligation, to cause
Tenant to immediately take all steps Landlord deems necessary or appropriate to
remediate such release and prevent any similar future release to the
satisfaction of Landlord and Landlord's mortgagees. At all times during the
Term, Landlord will have the right, but not the obligation, to eater upon the
Premises to inspect, investigate, sample and monitor the Premises to determine
if Tenant is in compliance with the terms of this Lease regarding Hazardous
Materials. The provisions of this Section 8.4 will survive the expiration or
earlier termination of this Lease.

8.5 REFUSE AND SEWAGE. Tenant shall not keep any trash, garbage, waste or other
refuse on the Premises except in sanitary containers and shall regularly and
frequently remove same from the Premises. Tenant shall keep all containers or
other equipment used for storage of such materials in a clean and sanitary
condition. Tenant shall properly dispose of all sanitary sewage and shall not
use the sewage disposal system for the disposal of anything except sanitary
sewage. Tenant shall keep the sewage disposal system free of all obstructions
and in good operating condition. If the volume of Tenant's trash becomes
excessive in Landlord's judgment, Landlord shall have the right to charge Tenant
for additional trash disposal services or to require that Tenant contract
directly for additional trash disposal services at Tenant's sole cost and
expense.

8.6 EXTRAORDINARY SERVICES. If Landlord or the Town Center Corporate Park Owners
Association incurs Operating Expenses or other costs for any increase in
services provided to or for the benefit of Tenant above those services normally
provided by Landlord to the other tenants in the Project and such increased
services or costs result from any act, conduct, extraordinary use or special
request by Tenant or its employees or customers, Tenant shall reimburse Landlord
or the Town Center Corporate Park Owners Association for the costs of such
extraordinary services within thirty (30) days after Landlord delivers to Tenant
written invoice for such extraordinary services. By way of example only, if
Tenant requests or if Tenant's business operation should require extraordinary
security services, lighting, cleaning or repair, Landlord may bill such
extraordinary services directly to Tenant as provided in this Section 8.6 and
Tenant shall reimburse Landlord as provided in this Section. Tenant hereby
acknowledges that neither Landlord nor the Town Center Corporate Park Owners
Association shall have no obligation whatsoever to provide guard service or
other security measures for the benefit of the Premises or the Project. Tenant
assumes all responsibility for the protection of Tenant, its agents, invitees
and property from acts of third parties.

8.7 INSPECTIONS. Landlord shall, as part of the Operating Expenses, retain a
licensed, bonded professional HVAC service ("HVAC CONTRACT") to perform
customary inspections of mechanical systems serving the Premises at reasonable
intervals (but not less than once each calendar quarter) and shall promptly
cause any corrective work recommended by such service to be performed. Landlord
shall, as part of the Operating Expenses, retain a licensed, bonded professional
fire protection system maintenance service ("FIRE SYSTEM CONTRACT") to perform
customary inspections and maintenance of fire systems serving the Premises at
reasonable intervals (but not less than once each calendar quarter) and shall
promptly cause any corrective work recommended by such service to be performed.

9. CONDITION OF PREMISES; REPAIR OBLIGATIONS.

9.1 CONDITION OF PREMISES. Tenant acknowledges that, except as otherwise
expressly set forth in this Lease, neither Landlord nor any agent of Landlord
has made any representation or warranty with respect to the Premises, the
Building or the Project or their condition, or with respect to the suitability
thereof for the conduct of Tenant's business. The taking of possession of the
Premises by Tenant shall conclusively establish that the Project, the Premises,
the Tenant Improvements, the Building and the Common Areas were at such time
complete and in good, sanitary and satisfactory condition and repair with all
work required to be performed by Landlord, if any, pursuant to


                                      -7-

<PAGE>

EXHIBIT "C" completed and without any obligation on Landlord's part to make any
alterations, upgrades or improvements thereto.

9.2 LANDLORD'S REPAIR OBLIGATIONS. Subject to Section 9.3 and Article 16,
Landlord shall provide service, maintenance and repair with respect to any air
conditioning, ventilating or heating equipment which serves the Premises and
shall maintain in good repair the roof, foundations, footings, the exterior
surfaces of the exterior walls of the Building, and the structural, electrical
and mechanical systems, except that Tenant at its expense shall make all repairs
which Landlord deems reasonably necessary as a result of the act or negligence
of Tenant, its agents, employees, invitees, subtenants or contractors. Landlord
shall have the right to employ or designate any reputable person or firm,
including any employee or agent of Landlord or any of Landlord's affiliates or
divisions (provided any fees payable to such employee or agent shall not exceed
market competitive rates), to perform any service, repair of maintenance
function. Landlord need not make any other improvements or repairs except as
specifically required under this Lease, and nothing contained in this Section
shall limit Landlord's right to reimbursement from Tenant for maintenance,
repair costs and replacement costs as provided elsewhere in this Lease. Tenant
understands that it shall not make repairs at Landlord's expense or by rental
offset and waives the right to make repairs at Landlord's expense under any law,
statute or ordinance now or hereafter in effect (including the provisions of
California Civil Code Section 1942 and any successive sections or statutes of a
similar nature). Tenant further understands that Landlord shall not be required
to make any repairs to the roof, foundations, footings, structural, electrical
or mechanical systems unless and until Tenant has notified Landlord in writing
of the need for such repair, or unless or until Landlord otherwise obtains
actual knowledge of the need for such repair, and Landlord shall have a
reasonable period of time thereafter to commence and complete said repair, if
warranted. All costs of any maintenance and repairs on the part of Landlord
provided hereunder shall be considered part of Operating Expenses.

9.3 TENANT'S REPAIR OBLIGATIONS. Tenant as its sole expense shall comply with
all applicable laws and governmental regulations governing the Premises and make
all repairs necessary to keep the Premises in the condition as existed on the
Commencement Date (or on any later date that the improvements may have been
installed), including without limitation all glass, windows, doors, door
closures, hardware, fixtures, electrical, plumbing, fire extinguisher equipment
and other equipment. 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 Tenant. As part of its maintenance obligations under
this Lease, Tenant shall, at Landlord's request, provide Landlord with copies of
all maintenance schedules, reports and notices prepared by, for or on behalf of
Tenant. All repairs shall be at least equal in quality to the original work,
shall be made only by a licensed contractor approved in writing in advance by
Landlord and shall be made only at the time or times approved by Landlord. Any
contractor utilized by Tenant shall be subject to Landlord's standard
commercially reasonable requirements for contractors, as modified from time to
time. Landlord may impose reasonable restrictions and requirements with respect
to repairs, as provided in Section 10.1, and the provisions of Section II, shall
apply to all repairs. In the event of Tenant's failure to make required repairs
or perform required maintenance following Landlord's notice and the expiration
of the applicable cure period, Landlord may elect to make any such repair on
behalf of Tenant and at Tenant's expense, and Tenant shall promptly reimburse
Landlord for all costs incurred upon submission of an invoice.

10. ALTERATIONS.

10.1 TENANT CHANGES; CONDITIONS.

(a) Tenant shall not make any alterations, additions, improvements or
decorations to the Premises (collectively "TENANT CHANGES," and individually, a
"TENANT CHANGE") unless Tenant first obtains Landlord's prior written approval,
which approval Landlord shall not unreasonably withhold. Landlord may impose, as
a condition to its consent, any requirements that Landlord in its discretion may
deem reasonable or desirable, including without limitation a requirement that
all work be covered by a lien and completion bond satisfactory to Landlord and
requirements as to the manner, time and contractor for performance of the work.
Notwithstanding the foregoing, Landlord's prior approval shall not be required
for any Tenant Change which satisfies all of the following conditions (a
"PRE-APPROVED CHANGE"): (i) the costs of such Tenant Change does not exceed
Seven Thousand Five Hundred Dollars ($7,500.0O) individually; (ii) the Tenant
Change complies with the Tenant Improvement Standards attached to this Lease as
EXHIBIT "I" (iii) Tenant delivers to Landlord final plans, specifications and
working drawings for such Tenant Change at least twenty (20) business days prior
to commencement of the work; (iv) the Tenant Change does not affect the
mechanical, electrical, plumbing or life safety systems of the Premises, the
roof or structural components of the Premises or the exterior of the Premises;
and (v) Tenant and such Tenant Change otherwise satisfy all other conditions set
forth in this Section 10.1. Upon completion of any Tenant Change, whether or not
Landlord's approval of such Tenant Change is required under this Lease, Tenant
shall furnish Landlord a complete set of "as built" plans for such Tenant
Change.

(b) All Tenant Changes shall be performed; (i) in accordance with the approved
plans, specifications and working drawings; (ii) lien-free and in a good and
workmanlike manner; (iii) in compliance with all laws, rules and regulations of
all governmental agencies and authorities including, without limitation, the
provisions of Title III of the Americans with Disabilities Act of 1990; (iv) in
such a manner so as not to unreasonably interfere with the occupancy of any
other tenant in the Building or any other building located within the Project,
nor impose any additional expenses upon nor delay Landlord in the maintenance
and operation of the Building or any other building located within the Project
and (v) at such times, in such manner and subject to such rules and regulations
as Landlord may from time to time reasonably designate.

(c) Throughout the performance of the Tenant Changes, Tenant shall obtain, or
cause its contractors to obtain, workers compensation insurance and commercial
general liability insurance in compliance with the provisions of Section 12 of
this Lease.


                                      -8-

<PAGE>

10.2 REMOVAL OF TENANT CHANGES AND TENANT IMPROVEMENTS. All Tenant Changes and
the initial Tenant Improvements in the Premises (whether installed or paid for
by Landlord or Tenant), shall become the property of Landlord and shall remain
upon and be surrendered with the Premises at the end of the Term of this Lease;
provided, however, Landlord may, by written notice delivered to on or before the
expiration of the Lease Term (or upon any sooner termination of this Lease)
identify those items of the Tenant Changes which Landlord shall require Tenant
to remove at the end of the Term of this Lease. If Landlord requires Tenant to
remove any such Tenant Changes, Tenant shall, at its sole cost, remove the
identified items on or before the expiration or sooner termination of this Lease
and repair any damage to the Premises caused by such removal.

10.3 REMOVAL OF PERSONAL PROPERTY. All articles of personal property owned by
Tenant or installed by Tenant at its expense in the Premises (including business
and trade fixtures, furniture and movable partitions) shall be, and remain, the
property of Tenant, and shall be removed by Tenant from the Premises, at
Tenant's sole cost and expense, on or before the expiration or sooner
termination of this Lease. Tenant shall repair any damage caused by such
removal. Any such property of Tenant not removed by the expiration or sooner
termination of this Lease shall be deemed abandoned.

10.4 TENANT'S FAILURE TO REMOVE. If Tenant fails to remove by the expiration or
sooner termination of this Lease all of its personal property, or any items of
Tenant Improvements or Tenant Changes identified by Landlord for removal
pursuant to Section 10.2 above, Landlord may, without liability to Tenant for
loss, at Tenant's sole cost and in addition to Landlord's other rights and
remedies under this Lease, at law or in equity: (a) remove and store such items
in accordance with applicable law; and/or (b) upon ten (10) days' prior notice
to Tenant, sell all or any such items at private or public sale for such price
as Landlord may obtain as permitted under applicable law. Landlord shall apply
the proceeds of any such sale to any amounts due to Landlord under this Lease
from Tenant (including Landlord's attorneys' fees and other costs incurred in
the removal, storage and sale of such items), with any remainder to be paid to
Tenant.

11. LIENS. Tenant shall not permit any mechanic's, materialmen's or other liens
to be filed against all or any part of the Project, the Building or the
Premises, nor against Tenant's leasehold interest in the Premises, by reason of
or in connection with any repairs, alterations, improvements or other work
contracted for or undertaken by Tenant or any other act or omission of Tenant or
Tenant's agents, employees, contractors, licensees or invitees. Tenant shall, at
Landlord's request, provide Landlord with enforceable, conditional and final
lien releases (and other reasonable evidence reasonably requested by Landlord
to demonstrate protection from liens) from all persons furnishing labor or
materials with respect to the Premises. Landlord shall have the right at all
reasonable times to post on the Premises and record any notices of
nonresponsibility which it deems necessary for protection from such liens. If
any such liens are filed, Tenant shall, at its sole cost, immediately cause
such lien to be released of record or bonded so that it no longer affects title
to the Project, the Building or the Premises. If Tenant fails to cause such lien
to be so released or bonded within twenty (20) days after filing of such lien,
Landlord may, without waiving its rights and remedies based on such breach, and
without releasing Tenant from any of its obligations, cause such lien to be
released by any means it deems proper, including payment in satisfaction of the
claim giving rise to such lien. Tenant shall pay to Landlord, within five (5)
days after receipt of invoice from Landlord, any sum paid by Landlord to remove
such liens, together with interest at the Interest Rate from the date of such
payment by Landlord.

12. TENANT'S INSURANCE.

12.1 TYPES OF INSURANCE. On or before the earlier of the Commencement Date or
the date Tenant commences or causes to be commenced any work of any type in or
on the Premises pursuant to this Lease, and continuing during the entire Term,
Tenant shall obtain and keep in full force and effect, the following insurance:

(a) All Risk insurance, including fire and extended coverage, sprinkler leakage
(including earthquake sprinkler leakage), vandalism, malicious mischief and
earthquake coverage upon property of every description and kind owned by Tenant
and located in the Premises or the Building, or for which Tenant is legally
liable or installed by or on behalf of Tenant including, without limitation,
furniture, equipment and any other personal property, and any Tenant Changes
(but excluding the initial Tenant Improvements previously existing or installed
in the Premises), in an amount not less then the full replacement cost thereof.
If there is a dispute as to the amount which comprises full replacement cost,
the decision of Landlord or the mortgagees of Landlord shall be presumptive.

(b) Commercial general liability insurance coverage, including personal injury,
bodily injury (including wrongful death), broad form property damage, operations
hazard, owner's protective coverage, contractual liability (including Tenant's
indemnification obligations under this Lease, including Section 15, liquor
liability (if Tenant serves alcohol on the Premises), products and completed
operations liability, and owned/non-owned auto liability, with a general
aggregate of not less than Two Million Dollars ($2,000,000) per occurrence which
shall contain the "Amendment of the Pollution Exclusion Endorsement" for damage
caused by heat, smoke or fumes from a hostile fire. The general, aggregate
amount of such commercial general liability insurance shall be increased every
five (5) years during the Term of this Lease to an amount reasonably required by
Landlord.

(c) Worker's compensation and employees liability insurance, in statutory
amounts and limits.

(d) Loss of income, extra expense and business interruption insurance in such
amounts as will reimburse Tenant for direct or indirect loss of earnings
attributable to all perils commonly insured against by prudent tenants or
attributable to prevention of access to the Premises, to Tenant's parking areas
or to the Building as a result of such perils.

(e) Any other form or forms of insurance as Tenant or Landlord or the mortgagees
of Landlord may reasonably require from time to time, in form, amounts and for
insurance risks against which a prudent tenant would protect


                                      -9-

<PAGE>

itself, but only to the extent such risks and amounts are available in the
insurance market at commercially reasonable costs.

12.2 REQUIREMENTS. Each policy required to be obtained by Tenant hereunder
shall: (a) be issued by insurer authorized to do business in the state in which
the Building is located and rated not less than financial class X, and not less
than policyholder rating A in the most recent version of Best's Key Rating Guide
(provided that, in any event, the same insurance company shall provide the
coverages described in Sections 12.1 (a) and 12.1 (d) above); (b) be in form
reasonably satisfactory from time to time to Landlord; (c) name Tenant as named
insured thereunder and shall name Landlord and, at Landlord's request,
Landlord's mortgagees and ground lessors of which Tenant has been informed in
writing, as additional insureds, all as their respective interests may appear;
(d) shall not have a deductible amount exceeding Five Thousand Dollars
($5,000.00); (e) specifically provide that the insurance afforded by such policy
for the benefit of Landlord and Landlord's mortgagees and ground lessors shall
be primary, and any insurance carried by Landlord or Landlord's mortgagees and
ground lessors shall be excess and non-contributing; (f) except for worker's
compensation insurance, contain an endorsement that the insurer waives its right
to subrogation as described in Section 14 below, and (g) contain an undertaking
by the insurer to notify Landlord (and the mortgagees and ground lessor's of
Landlord who are named as additional insureds) in writing not less than thirty
(30) days prior to any material change, reduction in coverage, cancellation or
other termination thereof. Tenant shall deliver to Landlord, as soon as
practicable after the placing of the required insurance, but in no event later
than ten (10) days after the date Tenant takes possession of all or any part of
the Premises, certificates from the insurance company evidencing the existence
of such insurance and Tenant's compliance with the foregoing provisions of this
Section 12. Tenant shall cause replacement certificates to be delivered to
Landlord not less than thirty (30) days prior to the expiration of any such
policy or policies. If any such initial or replacement certificates are not
furnished within the times specified in this Lease, Tenant shall be deemed to be
in material default under this Lease without the benefit of any additional
notice or cure period provided in Section 19.1 below, and Landlord shall have
the right, but not the obligation, to procure such policies and certificates at
Tenant's expense. In such event Tenant shall reimburse Landlord, within ten (10)
days after written demand therefor, for all reasonable costs incurred by
Landlord thereby, together with interest thereon at the Interest Rate.

12.3 EFFECT ON INSURANCE. Tenant shall not do or permit to be done anything
which will (a) violate or invalidate any insurance policy maintained by Landlord
or Tenant under this Lease, or (b) increase the costs of any insurance policy
maintained by Landlord or the Town Center Corporate Park Owners Association with
respect to the Building or the Project. If Tenant's occupancy or conduct of its
business in or on the Premises results in any increase in premiums for any
insurance carried by Landlord or the Town Center Corporate Park Owners
Association with respect to the Building or the Project, Tenant shall pay such
increase, as applicable, (i) to Landlord as additional rent within ten (10) days
after being billed by Landlord, or (ii) to the Town Center Corporate Park Owners
Association within ten (10) days after being billed therefor by the Town Center
Corporate Park Owners Association. If any insurance coverage carried by Landlord
or the Town Center Corporate Park Owners Association with respect to the
Building or the Project shall be canceled or reduced (or cancellation or
reduction is threatened) by reason of the use or occupancy of the Premises by
Tenant or by anyone permitted by Tenant to be upon the Premises, and if Tenant
fails to remedy such condition within five (5) days after notice thereof,
Tenant shall be deemed to be in default under this Lease, without the benefit
of any additional notice or cure period specified in Section 19.1 below and
Landlord shall have all remedies provided in this Lease, at law or in equity,
including, without limitation, the right (but not the obligation) to enter upon
the Premises and attempt to remedy such condition at Tenant's cost.

13. LANDLORD'S INSURANCE. During the Term, Landlord shall insure the Premises
and the Tenant Improvements initially installed in the Premises pursuant to
EXHIBIT "C" (excluding, however, Tenant's furniture, equipment and other
personal property and Tenant Changes) against damage by fire and standard
extended coverage perils and with vandalism and malicious mischief endorsements,
rental loss coverage, earthquake damage coverage (at Landlord's option), and
such additional coverage (at Landlord's option) as Landlord deems appropriate.
Landlord shall also carry commercial general liability insurance, in such
reasonable amounts and with such reasonable deductibles as would be carried by a
prudent owner of a similar building in California. At Landlord's option, all
such insurance may be carried under any blanket or umbrella policies which
Landlord has in force for other buildings and projects. In addition, at
Landlord's option, Landlord may elect to self-insure all or any part of such
required insurance coverage. Landlord may, but shall not be obligated to, carry
any other form or forms of insurance as Landlord or the mortgagees or ground
lessors of Landlord may reasonably determine is advisable. The cost of insurance
obtained by Landlord pursuant to this Section 13 (including self-insured amounts
and deductibles) shall be included in Operating Expenses.

14. WAIVERS OF SUBROGATION.

14.1 MUTUAL WAIVER OF PARTIES. Landlord and Tenant hereby waive their rights
against each other with respect to any claims or damages or losses which are
caused by or result from (a) damage to property or loss of income insured
against under any insurance policy carried by Landlord or Tenant (as the case
may be) pursuant to the provisions of this Lease and enforceable at the time of
such damage or loss, or (b) damage to property or loss of income which would
have been covered under any insurance required to be obtained and maintained by
Landlord or Tenant (as the case may be) under Sections 12 and 13 of this Lease
(as applicable) had such insurance been obtained and maintained as required. The
foregoing waivers shall be in addition to, and not a limitation of, any other
waivers or releases contained in this Lease.

14.2 WAIVER OF INSURERS. Each Party shall cause each property and loss of income
insurance policy required to be obtained by it pursuant to Sections 12 and 13 to
provide that the insurer waives all rights of recovery by way of subrogation
against either Landlord or Tenant, as the case may be, in connection with any
claims, losses and damages covered by such policy. If either Party fails to
maintain property or loss of income insurance required


                                      -10-

<PAGE>

under this Lease, such insurance shall be deemed to be self-insured with a
deemed full waiver of subrogation as set forth in the immediately preceding
sentence.

15. INDEMNIFICATION AND EXCULPATION.

15.1 TENANT'S ASSUMPTION OF RISK AND WAIVER. Except to the extent such matter is
not covered by the insurance required to be maintained by Tenant under this
Lease and such matter is attributable to the gross negligence or willful
misconduct of Landlord, Landlord shall not be liable to Tenant, Tenant's
employees, agents or invitees for: (i) any damage to property of Tenant, or of
others, located in, on or about the Premises, (ii) the loss of or damage to any
property of Tenant or of others by theft or otherwise, (iii) any injury or
damage to persons or property resulting from fire, explosion, falling plaster,
steam, gas, electricity, water, rain or leaks from any part of the Premises or
from the pipes, appliance of plumbing works or from the roof, street or
subsurface or from any other places or by dampness or by any other cause of
whatsoever nature, or (iv) any such damage caused by other tenants or persons in
the Premises, occupants of adjacent property of the Project, or the public, or
caused by operations in construction of any private, public or quasi-public
work. Landlord shall in no event be liable for any consequential damages or loss
of business or profits and Tenant hereby waives any and all claims for any such
damages. All property of Tenant kept or stored on the Premises shall be so kept
or stored at the sole risk of Tenant and Tenant shall hold Landlord harmless
from any claims arising out of damage to the same, including subrogation claims
by Tenant's insurance carriers, unless such damage shall be caused by the gross
negligence or willful misconduct of Landlord. Landlord or its agents shall not
be liable for interference with the light or other intangible rights.

15.2 TENANT'S INDEMNIFICATION OF LANDLORD. Tenant shall be liable for, and shall
indemnify, defend, protect and hold Landlord and Landlord's partners, officers,
directors, employees, agents, successors and assigns (collectively, "LANDLORD
INDEMNIFIED PARTIES") harmless from and against, any and all claims, damages,
judgments, suits, causes of action, losses, liabilities and expenses, including
attorneys, fees and court costs (collectively, "INDEMNIFIED CLAIMS"), arising or
resulting from (a) any act or omission of Tenant or any of Tenant's agents,
employees, contractors, subtenants, assignees, licensees or with respect to acts
or omissions within the Premises only, Tenant's invitees (collectively, "TENANT
PARTIES"); (b) the use of the Premises and Common Areas and conduct of Tenant's
business by Tenant or any Tenant Parties, or any other activity, work or thing
done, permitted or suffered by Tenant or any Tenant Parties, in or about the
Premises, the Building or elsewhere on the Project; and (c) any default by
Tenant of any obligations on Tenant's part to be performed under the terms of
this Lease. In case any action or proceeding is brought against Landlord or any
Landlord Indemnified Parties by reason of any such Indemnified Claims, Tenant,
upon notice from Landlord, shall defend the same at Tenant's expense by counsel
approved in writing by Landlord, which approval shall not be unreasonably
withheld.

15.3 SURVIVAL; NO RELEASE OF INSURERS. Tenant's indemnification obligation under
Section 15.2 shall survive the expiration or earlier termination of this Lease.
Tenant's covenants, agreements and indemnification in Sections 15.1 and 15.2
above are not intended to and shall not relieve any insurance carrier of its
obligations under policies required to be carried by Tenant pursuant to the
provisions of this Lease.

16. DAMAGE OR DESTRUCTION.

16.1 LANDLORD'S RIGHTS AND OBLIGATIONS. In the event the Premises are damaged by
fire or other casualty to an extent not exceeding twenty-five percent (25%) of
the full replacement cost thereof, and Landlord's contractor estimates in a
writing delivered to the parties that the damage is such that the Premises may
be repaired, reconstructed or restored to substantially its condition
immediately prior to such damage within one hundred twenty (120) days from the
date of such casualty, and Landlord will receive insurance proceeds sufficient
to cover the costs of such repairs, reconstruction and restoration (including
proceeds from Tenant or Tenant's insurance which Tenant is required to deliver
to Landlord pursuant to Section 16.2 below), then Landlord shall commence and
proceed diligently with the work of repair, reconstruction and restoration and
this Lease shall continue in full force and effect. If, however, the Premises
are damaged to an extent exceeding twenty-five percent (25%) of the full
replacement cost thereof, or Landlord's contractor estimates that such work of
repair, reconstruction and restoration will require longer than one hundred
twenty (120) days to complete, or Landlord will not receive insurance proceeds
(or proceeds from Tenant, as applicable) sufficient to cover the costs of such
repairs, reconstruction and restoration, then Landlord may elect to either:

(a) repair, reconstruct and restore the portion of the Premises damaged by such
casualty (including the Tenant Improvements and, to the extent of insurance
proceeds received from Tenant, Tenant Changes), in which case this Lease shall
continue in full force and effect; or

(b) terminate this Lease effective as of the date which is thirty (30) days
after Tenant's receipt of Landlord's election to so terminate.

Under any of the conditions of this Section 16.1, Landlord shall give written
notice to Tenant of its intention to repair or terminate within the later of
sixty (60) days after the occurrence of such casualty, or fifteen (15) days
after Landlord's receipt of the estimate from Landlord's contractor.

16.2 TENANT'S COSTS AND INSURANCE PROCEEDS. In the event of any damage or
destruction of all or any part of the Premises, Tenant shall immediately: (a)
notify Landlord thereof, and (b) deliver to Landlord all insurance proceeds
received by Tenant with respect to the Tenant Improvements and Tenant Changes in
the Premises to the extent such items are not covered by Landlord's casualty
insurance obtained by Landlord pursuant to Section 13 (excluding proceeds for
Tenant's furniture and other personal property), whether or not this Lease is
terminated as permitted in this Section 16. Tenant hereby assigns to Landlord
all rights to receive such insurance proceeds. If, for any reason (including
Tenant's failure to obtain insurance for the full replacement cost of any Tenant
Changes


                                      -11-

<PAGE>

which Tenant is required to insure pursuant to Sections 10.1 and 12.1 (a)),
Tenant fails to receive insurance proceeds covering the full replacement cost of
such Tenant Changes which are damaged, Tenant shall be deemed to have
self-insured the replacement cost of such Tenant Changes, and upon any damage or
destruction to such Tenant Changes, Tenant shall immediately pay to Landlord the
full replacement cost of such items, less any insurance proceeds actually
received by Landlord from Landlord's or Tenant's insurance with respect to such
items.

16.3 ABATEMENT OF RENT. If as a result of any such damage, repair,
reconstruction or restoration of the Premises, Tenant is prevented from using,
and does not use, the Premises or any portion of it, then the rent shall be
abated or reduced, as the case may be, during the period that Tenant continues
to be so prevented from using and does not use the Premises or portion of it, in
the proportion that the rentable square feet of the portion of the Premises that
Tenant is prevented from using, and does not use, bears to the total rentable
square feet of the Premises. Notwithstanding the foregoing to the contrary, if
the damage is due to the negligence or willful misconduct of Tenant or any
Tenant Parties, there shall be no abatement of rent. Except for abatement of
rent as provided in this Section 16.3, Tenant shall not be entitled to any
compensation or damages for loss of, or interference with, Tenant's business
or use or access of all or any part of the Premises resulting from any such
damage, repair, reconstruction or restoration.

16.4 INABILITY TO COMPLETE. Notwithstanding anything to the contrary contained
in this Section 16, if Landlord is obligated or elects to repair, reconstruct or
restore the damaged portion of the Premises pursuant to Section 16.1 above, but
is delayed from completing such repair, reconstruction or restoration beyond the
date which is six (6) months after the date estimated by Landlord's contractor
for completion of the repair, reconstruction or restoration pursuant to Section
16.1, by reason of any causes beyond the reasonable control of Landlord
(including, without limitation, any delay due to Force Majeure as defined in
Section 32.13, and delays caused by Tenant or any Tenant Parties), then Landlord
may elect to terminate this Lease upon thirty (30) days' prior written notice to
Tenant.

16.5 DAMAGE TO THE PROJECT. If there is a total destruction of the Project or a
partial destruction of the Project, the cost of restoration of which would
exceed one-third (1/3) of the then replacement value of the Project, by any
cause whatsoever, whether or not insured against and whether or not the Premises
are partially or totally destroyed, Landlord may within a period of one hundred
eighty (180) days after the occurrence of such destruction, notify Tenant in
writing that it elects not to so reconstruct or restore the Project, in which
event this Lease shall cease and terminate as of the date of such destruction.

16.6 DAMAGE NEAR END OF TERM. In addition to its termination rights in Sections
16.1 and 16.4 above, Landlord shall have the right to terminate this Lease if
any damage to the Building or Premises occurs during the last twelve (12) months
of the Term of this Lease.

16.7 WAIVER OF TERMINATION RIGHT. This Lease sets forth the terms and conditions
upon which this Lease may terminate in the event of any damage or destruction.
Accordingly, the Parties hereby waive the provisions of California Civil Code
Section 1932, Subsection 2, and Section 1933, Subsection 4 (and any successor
statutes permitting the Parties to terminate this Lease as a result of any
damage or destruction).

17. EMINENT DOMAIN.

17.1 SUBSTANTIAL TAKING. Subject to the provisions of Section 17.4, in case the
whole of the Premises, or such part of the Premises as shall substantially
interfere with Tenant's use and occupancy of the Premises as reasonably
determined by Landlord, shall be taken for any public or quasi-public purpose by
any lawful power or authority by exercise of the right of appropriation,
condemnation or eminent domain, or sold to prevent such taking, either Party
shall have the right to terminate this Lease effective as of the date
possession is required to be surrendered to said authority.

17.2 PARTIAL TAKING; ABATEMENT OF RENT. In the event of a taking of a portion of
the Premises which does not substantially interfere with the conduct of Tenant's
business, then, except as otherwise provided in the immediately following
sentence, neither Party shall have the right to terminate this Lease and
Landlord shall thereafter proceed to make a functional unit of the remaining
portion of the Premises (but only to the extent Landlord receives proceeds from
the condemning authority), and rent shall be abated with respect to the part of
the Premises which Tenant shall be so deprived on account of such taking.
Notwithstanding the immediately preceding sentence to the contrary, if any part
of the Building or the Project is taken (whether or not such taking
substantially interferes with Tenant's use of the Premises), Landlord may
terminate this Lease upon thirty (30) days' prior written notice to Tenant as
long as Landlord also terminates leases of all other tenants leasing comparably
sized space within the Building for comparable lease terms.

17.3 CONDEMNATION AWARD. Subject to the provisions of Section 17.4, in
connection with any taking of the Premises or the Building, Landlord shall be
entitled to receive the entire amount of any award which may be made or given in
such taking or condemnation, without deduction or apportionment for any estate
or interest of Tenant, it being expressly understood and agreed by Tenant that
no portion of any such award shall be allowed or paid to Tenant for any
so-called bonus or excess value of this Lease, and such bonus or excess value
shall be the sole property of Landlord. Tenant shall not assert any claim
against Landlord or the taking authority for any compensation because of such
taking (including any claim for bonus or excess value of this Lease); provided,
however, if any portion of the Premises is taken, Tenant shall be granted the
right to recover from the condemning authority (but not from Landlord) any
compensation as may be separately awarded or recoverable by Tenant for the
taking of Tenant's furniture, fixtures, equipment and other personal property
within the Premises, for Tenant's relocation expenses, and for any loss of
goodwill or other damage to Tenant's business by reason of such taking.


                                       -12-

<PAGE>

17.4 TEMPORARY TAKING. In the event of a taking of the Premises or any part of
it for temporary use, (a) this Lease shall be and remain unaffected thereby and
rent shall not abate, and (b) Tenant shall be entitled to receive for itself
such portion or portions of any award made for such use with respect to the
period of the taking which is within the Term, provided that if such taking
shall remain in force at the expiration or earlier termination of this Lease,
Tenant shall perform its obligations under Section 31 with respect to surrender
of the Premises and shall pay to Landlord the portion of any award which is
attributable to any period of time beyond the Term expiration date. For purpose
of this Section 17.4, a temporary taking shall be defined as a taking for a
period of two hundred seventy (270) days or less.

17.5 WAIVER OF TERMINATION RIGHT. This Lease sets forth the terms and conditions
upon which this Lease may terminate in the event of a taking. Accordingly, the
Parties waive the provisions of the California Code of Civil Procedure Section
1265.130 and any successor or similar statutes permitting the Parties to
terminate this Lease as a result of a taking.

18.  ASSIGNMENT AND SUBLETTING.

18.1 RESTRICTION ON TRANSFER. Tenant will not assign this Lease in whole or in
part, nor sublet all or any part of the Premises (collectively and individually,
a "TRANSFER"), without the prior written consent of Landlord, which consent
Landlord will not unreasonably withhold. The consent by Landlord to any Transfer
shall not constitute a waiver of the necessity for such consent to any
subsequent Transfer. This prohibition against Transfers shall be construed to
include a prohibition against any assignment or subletting by operation of law.
If this Lease is Transferred by Tenant, or if the Premises or any part of it are
Transferred or occupied by any person or entity other than Tenant, Landlord may
collect rent from the assignee, subtenant or occupant, and apply the net amount
collected to the rent herein reserved, but no such Transfer, occupancy or
collection shall be deemed a waiver on the part of Landlord, or the acceptance
of the assignee, subtenant or occupant as Tenant, or a release of Tenant from
the further performance by Tenant of covenants on the part of Tenant herein
contained unless expressly made in writing by Landlord. Irrespective of any
Transfer, Tenant shall remain fully liable under this Lease and shall not be
released from performing any of the terms, covenants and conditions of this
Lease. Without limiting in any way Landlord's right to withhold its consent on
any reasonable grounds, it is agreed that Landlord will not be acting
unreasonably in refusing to consent to a Transfer if, in Landlord's opinion, (i)
the net worth or financial capabilities of such assignee or subtenant is less
than that of Tenant at the date of this Lease, (ii) the proposed assignee or
subtenant does not have the financial capability to fulfill the obligations
imposed by the Transfer, (iii) the proposed Transfer involves a change of use of
the Premises from that specified herein, or (iv) the proposed assignee or
subtenant is not, in Landlord's reasonable opinion, of reputable or good
character or consistent with Landlord's desired tenant mix for the Project. Any
proposed assignee or subtenant which Landlord does not disapprove shall be
deemed a "PERMITTED BUSINESS." If Tenant is a corporation, or is an
unincorporated association or partnership, the transfer, assignment or
hypothecation of any stock or interest in such corporation, association or
partnership aggregating in excess of forty-nine percent (49%) shall be deemed an
assignment within the meaning and provisions of this Section 18.1.

18.2 TRANSFER NOTICE. If Tenant desires to effect a Transfer, then at least
thirty (30) days prior to the date when Tenant desires the Transfer to be
effective (the "TRANSFER DATE"), Tenant shall give Landlord a notice (the
"TRANSFER NOTICE"), stating the name, address and business of the proposed
assignee, sublessee or other transferee (sometimes referred to hereinafter as
"TRANSFEREE"), reasonable information (including references) concerning the
character, ownership and financial condition of the proposed Transferee, the
Transfer Date, any ownership or commercial relationship between Tenant and the
proposed Transferee, and the consideration and all other material terms and
conditions of the proposed Transfer, all in such detail as Landlord may
reasonably require.

18.3 LANDLORD'S OPTIONS. Within thirty (30) days of Landlord's receipt of any
Transfer Notice, and any additional information requested by Landlord concerning
the proposed Transferee's financial responsibility, Landlord will notify Tenant
of its election to do one of the following: (i) consent to the proposed Transfer
subject to such reasonable conditions as Landlord may impose in providing such
consent; (ii) refuse such consent, which refusal shall be on reasonable grounds;
or (iii) terminate this Lease as to all or such portion of the Premises which is
proposed to be sublet or assigned and recapture all or such portion of the
Premises for reletting by Landlord.

18.4 ADDITIONAL CONDITIONS. As a condition to Landlord's consent to any
Transfer, Tenant shall deliver to Landlord a true copy of the fully executed
instrument of assignment, sublease, transfer or hypothecation, in form and
substance reasonably satisfactory to Landlord. Tenant shall pay to Landlord, as
additional rent, all sums and other consideration payable to and for the benefit
of Tenant by the Transferee in excess of the rent payable under this Lease for
the same period and portion of the Premises. In calculating excess rent or other
consideration which may be payable to Landlord under this Section. Tenant will
be entitled to deduct commercially reasonable third party brokerage commissions
and attorneys' fees and other amounts reasonably and actually expended by Tenant
in connection with such assignment or subletting if acceptable written evidence
of such expenditures is provided to Landlord. No Transfer will release Tenant of
Tenant's obligations under this Lease or alter the primary liability of Tenant
to pay the rent and to perform all other obligations to be performed by Tenant
under this Lease. Landlord may require that any Transferee remit directly to
Landlord on a monthly basis all monies due Tenant by said Transferee. Consent by
Landlord to one Transfer will not be deemed consent to any subsequent Transfer.
If any Transferee of Tenant or any successor of Tenant defaults in the
performance of any of the terms of this Lease, Landlord may proceed directly
against Tenant without the necessity of exhausting remedies against such
Transferee or successor. If Tenant effects a Transfer or requests the consent of
Landlord to any Transfer (whether or not such Transfer is consummated), then,
upon demand, and as a condition precedent to Landlord's consideration of the
proposed assignment or sublease, Tenant shall pay Landlord a nonrefundable
administrative fee of One Thousand Dollars ($1,000.00), plus Landlord's
reasonable attorneys' fees and costs and other costs incurred by Landlord in
reviewing such proposed assignment or sublease. Notwithstanding any contrary
provision of this Lease, if Tenant or any proposed Transferee claims that
Landlord has unreasonably withheld or delayed its consent to a proposed


                                      -13-

<PAGE>

Transfer or otherwise has breached its obligations under this Section 18,
Tenant's and such Transferee's only remedy shall be to seek a declaratory
judgment or injunctive relief, and Tenant, on behalf of itself and, to the
extent permitted by law, such proposed Transferee, waives all other remedies
against Landlord, including without limitation, the right to seek monetary
damages or to terminate this Lease.

19.  TENANT'S DEFAULT AND LANDLORD'S REMEDIES.

19.1 TENANT'S DEFAULT. The occurrence of any one or more of the following events
shall constitute a default under this Lease by Tenant:

(a) the vacation or abandonment of the Premises by Tenant. "Abandonment"
includes without limitation any absence by Tenant from the Premises for five (5)
business days or longer while in default of any other provision of this Lease;

(b) the failure by Tenant to make any payment of rent or additional rent or any
other payment required to be made by Tenant under this Lease when due;

(c) the failure by Tenant to observe or perform any of the express or implied
covenants or provisions of this Lease to be observed or performed by Tenant,
other than as specified in Sections 19.1 (a) or (b) above, where such failure
continues for a period of ten (10) days after written notice from Landlord to
Tenant; provided, however, that any such notice shall be in lieu of, and not in
addition to, any notice required under California Code of Civil Procedure,
Section 1161 and provided further that, if the nature of Tenant's default is
such that more than ten (10) days are reasonably required for its cure, then
Tenant shall not be deemed to be in default if Tenant commences such cure within
said ten (10) day period and thereafter diligently prosecute such cure to
completion, which completion shall occur not later than sixty (60) days from the
date of such notice from Landlord; and

(d) (i) the making by Tenant or Guarantor of any general assignment for the
benefit of creditors, (ii) the filing by or against Tenant or Guarantor of a
petition to have Tenant or Guarantor adjudged a bankrupt or a petition for
reorganization or arrangement under any law relating to bankruptcy (unless, in
the case of a petition filed against the Tenant or Guarantor, the same is
dismissed within sixty (60) days), (iii) the appointment of a trustee or
receiver to take possession of substantially all of Tenant's or Guarantor's
assets located at the Premises or of Tenant's interest in this Lease, where
possession is not restored to Tenant or Guarantor within sixty (60) days, or
(iv) the attachment, execution or other, judicial seizure of substantially all
of Tenant's or Guarantor's assets located at the Premises or of Tenant's
interest in this Lease where such seizure is not discharged within sixty (60)
days.

19.2 LANDLORD'S REMEDIES; TERMINATION. In the event of any such default by
Tenant, in addition to any other remedies available to Landlord under this
Lease, at law or in equity, Landlord shall have the immediate option to
terminate this Lease and all rights of Tenant under this Lease. If Landlord
elects to so terminate this Lease, then Landlord may recover from Tenant:

(a) the worth at the time of award of any unpaid rent which had been earned at
the time of such termination; plus

(b) the worth at the time of the 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 Tenant proves could have been reasonably
avoided; plus

(c) the worth at the time of award of the amount by which the unpaid rent for
the balance of the term after the time of award exceeds the amount of such
rental loss that Tenant proves could be reasonably avoided; plus

(d) any other amount necessary to compensate Landlord for all the detriment
proximately caused by Tenant's failure to perform its obligations under this
Lease or which, in the ordinary course of things, would be likely to result
therefrom including, but not limited to: unamortized Tenant Improvement costs;
attorneys, fees; unamortized brokers' commissions; the costs of refurbishment,
alterations, renovation and repair of the Premises; and removal (including the
repair of any damage caused by such removal) and storage (or disposal) of
Tenant's personal property, equipment, fixtures, Tenant Changes, Tenant
Improvements and any other items which Tenant is required under this Lease to
remove but does not remove.

As used in Sections 19.2(a) and 19.2(b) above, the 'worth at the time of award'
is computed by allowing interest at the Interest Rate set forth in Section 1.13
of the Summary. As used in Section 19.2(c) above, the "worth at the time of
award" is computed by discounting such amount at the discount rate of the
Federal Reserve Bank of San Francisco at the time of award plus one percent
(1%).

19.3 LANDLORD'S REMEDIES; RE-ENTRY RIGHTS. In the event of any such default by
Tenant, in addition to any other remedies available to Landlord under this
Lease, at law or in equity, Landlord shall also have the right, with or without
terminating this Lease, to re-enter the Premises and remove all persons and
property from the Premises; such property may be removed, stored and disposed of
pursuant to Section 10.4 of this Lease or any other procedures permitted by
applicable law. No re-entry or taking possession of the Premises by Landlord
pursuant to this Section 19.3, and no acceptance of surrender of the Premises or
other action on Landlord's part, shall be construed as an election to terminate
this Lease unless a written notice of such intention be given to Tenant or
unless the termination be decreed by a court of competent jurisdiction.

19.4 LANDLORD'S REMEDIES; CONTINUATION OF LEASE. In the event of any such
default by Tenant, in addition to any other remedies available to Landlord under
this Lease, at law or in equity, Landlord shall have the right to


                                      -14-

<PAGE>

continue this Lease in full force and effect, whether or not Tenant shall have
abandoned the Premises. The foregoing remedy shall also be available to Landlord
pursuant to California Civil Code Section 1951.4 and any successor statute in
the event Tenant has abandoned the Premises. If Landlord elects to continue this
Lease in full force and effect pursuant to this Section 19.4, then Landlord
shall be entitled to enforce all of its rights and remedies under this Lease,
including the right to recover rent as it becomes due. Landlord's election not
to terminate this Lease pursuant to this Section 19.4 or pursuant to any other
provision of this Lease, at law or in equity, shall not preclude Landlord from
subsequently electing to terminate this Lease or pursuing any of its other
remedies.

19.5 LANDLORD'S RIGHT TO PERFORM. Except as specifically provided otherwise in
this Lease, all covenants and agreements by Tenant under this Lease shall be
performed by Tenant at Tenant's sole cost and expense and without any abatement
or offset of rent. If Tenant fails to pay any sum of money (other than Annual
Basic Rent) or perform any other act on its part to be paid or performed under
this Lease and such failure continues for three (3) days with respect to
monetary obligations (or ten (10) days with respect to nonmonetary obligations)
after Tenant's receipt of written notice from Landlord, Landlord may, without
waiving or releasing Tenant from any of Tenant's obligations, make such payment
or perform such other act on behalf of Tenant. All sums so paid by Landlord and
all necessary incidental costs incurred by Landlord in performing such other
acts shall be payable by Tenant to Landlord within five (5) days after demand
therefor as additional rent.

19.6 INTEREST. If any monthly installment of Annual Basic Rent, additional rent
or any other amount payable by Tenant under this Lease is not received by
Landlord by the date when due, it shall bear interest at the Interest Rate set
forth in Section 1.13 of the Summary from the date due until paid. All interest,
and any late charges imposed pursuant to Section 19.7 below, shall be considered
additional rent due from Tenant to Landlord under the terms of this Lease.

19.7 LATE CHARGES. Tenant acknowledges that, in addition to interest costs, the
late payments by Tenant to Landlord of any Annual Basic Rent or other sums due
under this Lease will cause Landlord to incur costs not contemplated by this
Lease, the exact amount of such costs being extremely difficult and impractical
to fix. Such other costs include, without limitation, processing, administrative
and accounting charges and late charges that may be imposed on Landlord by the
terms of any mortgage, deed of trust or related loan documents encumbering the
Premises, the Building or the Project. Accordingly, if any monthly installment
of Annual Basic Rent or Operating Expenses or any other amount payable by Tenant
under this Lease is not received by Landlord by the due date, Tenant shall pay
to Landlord an additional sum of ten percent (10%) of the overdue amount as a
late charge, but in no event more than the maximum late charge allowed by law.
The Parties agree that such late charge represents a fair and reasonable
estimate of the costs that Landlord will incur by reason of any late payment,
and the payment of late charges and interest are distinct and separate in that
the payment of interest is to compensate Landlord for the use of Landlord's
money by Tenant, while the payment of late charges is to compensate Landlord for
Landlord's processing, administrative and other costs incurred by Landlord as a
result of Tenant's delinquent payments. Acceptance of a late charge or interest
shall not constitute a waiver of Tenant's default with respect to the overdue
amount or prevent Landlord from exercising any of the other rights and remedies
available to Landlord under this Lease or at law or in equity now or hereafter
in effect.

19.8 SECURITY INTEREST. Tenant hereby grants to Landlord a lien and security
interest on all property of Tenant now or hereafter placed in or upon the
Premises including, but not limited to, all fixtures, machinery, equipment,
furnishings and other articles of personal property, and all proceeds of the
sale or other disposition of such property (collectively, the "COLLATERAL") to
secure the payment of all rent to be paid by Tenant pursuant to this Lease. Such
lien and security interest shall be in addition to any landlord's lien provided
by law. This Lease shall constitute a security agreement under the California
Commercial Code (the "CODE") so that Landlord shall have and may enforce a
security interest in the Collateral. Tenant shall execute as debtor and deliver
such financing statement or statements and any further documents as Landlord may
now or hereafter reasonably request to protect such security interest pursuant
to the Code. Landlord may also at any time file a copy of this Lease as a
financing statement. Landlord, as secured party, shall be entitled to all rights
and remedies afforded as secured party under the Code, which rights and remedies
shall be in addition to Landlord's liens and rights provided by law or by the
other terms and provisions of this Lease.

19.9 RIGHTS AND REMEDIES CUMULATIVE. All rights, options and remedies of
Landlord contained in this Section 19 and elsewhere in this Lease shall be
construed and held to be cumulative, and no one of them shall be exclusive of
the other, and Landlord shall have the right to pursue any one or all of such
remedies or any other remedy or relief which may be provided by law or in
equity, whether or not stated in this Lease. Nothing in this Section 19 shall be
deemed to limit or otherwise affect Tenant's indemnification of Landlord
pursuant to any provision of this Lease.

19.10 WAIVER OF JURY TRIAL. LANDLORD AND TENANT EACH ACKNOWLEDGES THAT IT IS
AWARE OF AND HAS HAD THE ADVICE OF COUNSEL OF ITS CHOICE WITH RESPECT TO ITS
RIGHTS TO TRIAL BY JURY, AND EACH PARTY DOES HEREBY EXPRESSLY AND KNOWINGLY
WAIVE AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER (OR AGAINST ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUBSIDIARY OR AFFILIATED ENTITIES) ON
ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE,
TENANT'S USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE.

20. LANDLORD'S DEFAULT. Landlord shall not be in default in the performance of
any obligation required to be performed by Landlord under this Lease unless
Landlord has failed to perform such obligation within thirty (30) days after the
receipt of written notice from Tenant specifying in detail Landlord's failure to
perform; provided


                                      -15-
<PAGE>

however, that if the nature of Landlord's obligation is such that more than
thirty (30) days are required for its performance, then Landlord shall not be
deemed in default if it commences such performance within such thirty (30) day
period and thereafter diligently pursues the same to completion. Upon any such
uncured default by Landlord, Tenant may exercise any of its rights provided in
law or at equity; provided, however; (a) Tenant shall have no right to offset or
abate rent in the event of any default by Landlord under this Lease, except to
the extent offset rights are specifically provided to Tenant in this Lease; (b)
Tenant shall have no right to terminate this Lease; and (c) Tenant's rights and
remedies shall be limited to the extent (i) Tenant has expressly waived in this
Lease any of such rights or remedies or (ii) this Lease otherwise expressly
limits Tenant's rights or remedies, including the limitation on Landlord's
liability contained in Section 29.

21. SUBORDINATION. Without the necessity of any additional document being
executed by Tenant for the purpose of effecting a subordination, and at the
election of Landlord or any mortgagee of a mortgage or a beneficiary of a deed
of trust now or hereafter encumbering all or any portion of the Building or the
Project, or any lessor of any ground or master lease now or hereafter affecting
all or any portion of the Building or the Project, this Lease shall be subject
and subordinate at all times to such ground or master leases, and such
extensions and modifications thereto, and to the lien of such mortgages and
deeds of trust, as well as to any advances made thereunder and to all renewals,
replacements, modifications and extensions thereto. Notwithstanding the
foregoing, Landlord shall have the right to subordinate or cause to be
subordinated any or all ground or master leases or the lien of any or all
mortgages or deeds of trust to this Lease. If any ground or master lease
terminates for any reason or any mortgage or deed of trust is foreclosed or a
conveyance in lieu of foreclosure is made for any reason, at the election of
Landlord's successor in interest. Tenant shall attorn to and become the tenant
of such successor. Tenant hereby waives its rights under any current or future
law which gives or purports to give Tenant any right to terminate or otherwise
adversely affect this Lease and the obligations of Tenant under this Lease in
the event of any such foreclosure proceeding or sale. Tenant shall execute and
deliver to Landlord within ten (10) days after receipt of written demand by
Landlord and in the form reasonably required by Landlord, any additional
documents evidencing the priority or subordination of this Lease with respect to
any such ground or master lease or the lien of any such mortgage or deed of
trust. If Tenant fails to sign and return any such documents within said ten
(10) day period, Tenant shall be in default under this Lease without the benefit
of any additional notice or cure periods specified in Section 19.1 above.

22. ESTOPPEL CERTIFICATE.

22.1 TENANT'S OBLIGATIONS. Within ten (10) business days following Landlord's
written request, Tenant shall execute and deliver to Landlord an estoppel
certificate in a form substantially similar to the form of Exhibit "F,"
certifying: (a) the Commencement Date of this Lease; (b) that this Lease is
unmodified and in full force and effect (or, if modified, that this Lease is in
full force and effect as modified, and stating the date and nature of such
modifications); (c) the date to which the rent and other sums payable under this
Lease have been paid; (d) that there are not, to the best of Tenant's knowledge,
any defaults under this Lease by either Landlord or Tenant, except as specified
in such certificate; and (e) such other matters as are reasonably requested by
Landlord. Any such estoppel certificate delivered pursuant to this Section 22.1
may be relied upon by any mortgagee, beneficiary, purchaser or prospective
purchaser of any portion of the Project, as well as their assignees.

22.2 TENANT'S FAILURE TO DELIVER. Tenant's failure to deliver such estoppel
certificate within such time shall constitute a default under this Lease
without the applicability of the notice and cure periods specified in Section
19.1 above and shall be conclusive upon Tenant that: (a) this Lease is in full
force and effect without modification, except as may be represented by Landlord;
(b) there are no uncured defaults in Landlord's or Tenant's performance (other
than Tenant's failure to deliver the estoppel certificate); and (c) not more
than one (1) month's rental has been paid in advance. Tenant shall indemnify,
protect, defend (with counsel reasonably approved by Landlord in writing) and
hold Landlord harmless from and against any and all claims, judgments, suits,
causes of action, damages, losses, liabilities and expenses (including
attorneys' fees and court costs) attributable to any failure by Tenant to timely
deliver any such estoppel certificate to Landlord pursuant to Section 22.1
above.

23. FINANCIAL STATEMENTS. Tenant shall deliver to Landlord, prior to the
execution of this Lease and thereafter at any time upon Landlord's request,
current tax returns and financial statements, including a balance sheet and
profit and loss statement for the most recent prior year, of Tenant and any
guarantor of this Lease (collectively, the "STATEMENTS"). The Statements shall
be prepared in accordance with generally accepted accounting principles and
shall accurately and completely reflect the financial condition of Tenant or
guarantor, as applicable. The Statements shall be certified to be true, accurate
and complete by Tenant or the guarantor, as applicable, if Tenant or the
guarantor is an individual, or by the chief financial officer or general partner
of Tenant or guarantor, as applicable. Landlord agrees that it will keep the
Statements confidential, except that Landlord shall have the right to deliver
the same to any proposed purchaser of the Building or Project, and to any
encumbrances of all or any portion of the Building or Project.

          Tenant acknowledges that Landlord is relying on the Statements in its
determination to enter into this Lease. Tenant represents to Landlord, which
representation shall be deemed made on the date of this Lease and again on the
Commencement Date, that no material change in the financial condition of Tenant,
as reflected in the Statements, has occurred since the date Tenant delivered the
Statements to Landlord. The Statements are represented and warranted by Tenant
to be correct and to accurately and fully reflect Tenant's true financial
condition as of the date of submission by any Statements to Landlord.

24. PROJECT PLANNING. If Landlord requires the Premises for use by another
tenant or for other reasons connected with the Project planning program, then
Landlord shall have the right, upon sixty (60) days' prior written notice to
Tenant, to relocate the Premises to other space in the Building or the Project
Of substantially similar size as the Premises, and with tenant improvements of
substantially similar age, quality and layout as then existing in the


                                      -16-

<PAGE>

Premises. In the event of any such relocation. Landlord shall pay for the cost
of providing such substantially similar tenant improvements (but not any
furniture or personal property), and Landlord shall reimburse Tenant, within
thirty (30) days after Landlord's receipt of invoices and paid receipts, for the
reasonable moving, telephone installation and stationery reprinting costs
actually paid for by Tenant in connection with such relocation. If Landlord so
relocates Tenant, the terms and conditions of this Lease shall remain in full
force and effect and apply to the new space, except that (a) a revised EXHIBIT
"B" shall become part of this Lease and shall reflect the location of the new
space, (b) the Summary to this Lease shall be amended to include and state all
correct data as to the new space, and (c) such new space shall thereafter be
deemed to be the "PREMISES." Notwithstanding the foregoing provisions of this
Section 24 to the contrary, if the new space contains more rentable square feet
than the original premises. Tenant shall not be obligated to pay any more Annual
Basic Rent or Operating Expenses than otherwise applicable to the original
Premises. Landlord and Tenant agree to cooperate fully in order to minimize the
inconvenience of Tenant resulting from such relocation.

25. MODIFICATION AND CURE RIGHTS OF LANDLORD'S MORTGAGEES AND LESSORS.

25.1 MODIFICATIONS. If, in connection with Landlord's obtaining or entering into
any financing or ground lease for any portion of the Building or the Project,
the lender or ground lessor shall request modifications to this Lease. Tenant
shall, within ten (10) days after request therefor, execute an amendment to this
Lease including with modifications, provided such modifications are reasonable,
do not increase the obligations of Tenant hereunder or adversely affect the
leasehold estate created hereby or Tenant's rights hereunder.

25.2 CURE RIGHTS. In the event of any default on the part of Landlord, Tenant
will give notice by registered or certified mail to any beneficiary of a deed of
trust or mortgagee covering the Premises or ground lessor of Landlord whose
address has been furnished to Tenant, and shall offer such beneficiary,
mortgagee or ground lessor a reasonable opportunity to cure the default
(including with respect to any such beneficiary or mortgagee, time to obtain
possession of the Premises, subject to this Lease and Tenant's rights under it,
by power of sale or judicial foreclosure, if such should prove necessary to
effect a cure).

26. QUIET ENJOYMENT. If Tenant performs all of Tenant's obligations under this
Lease (including payment of rent), Tenant shall have quiet enjoyment of the
Premises in accordance with and subject to the terms and conditions of this
Lease as against all persons claiming by, through or under Landlord.

27. ENTRY BY LANDLORD. Landlord and its employees and agents shall at all
reasonable times have the right to enter the Premises to inspect the same, to
supply any service required to be provided by Landlord to Tenant under this
Lease, to exhibit the Premises to prospective lenders or purchasers (or during
the last year of the Term, to prospective tenants), to post notices of
nonresponsibility, and to alter, improve or repair the Premises or any other
portion of the Building, all without being deemed guilty of or liable for any
breach of Landlord's covenant of quiet enjoyment or any eviction of Tenant, and
without abatement of rent. In exercising such entry rights, Landlord shall
endeavor to minimize, as reasonably practicable, the interference with Tenant's
business, and shall provide Tenant with reasonable advance written notice of
such entry (except in emergency situations). Landlord shall have the right, at
its option, to retain a key which unlocks all of the doors in the Premises,
excluding Tenant's vaults and safes, and Landlord shall have the right to use
any and all means which Landlord may deem proper to open Tenant's doors in an
emergency in order to obtain entry to the Premises. Any entry to the Premises
obtained by Landlord by any of said means or otherwise shall not under any
circumstances be construed or deemed to be a forcible or unlawful entry into, or
a detainer of, the Premises, or an eviction of Tenant from the Premises or any
portion of the Premises, or grounds for any abatement or reduction of rent and
Landlord shall not have any liability to Tenant for any damages or losses on
account of any such entry by Landlord except, subject to the provisions of
Section 15.1, to the extent of Landlord's gross negligence or willful
misconduct. Landlord may, at its option, elect to include the Premises within a
"master key" system, in which event Tenant must remain on the "master key"
system.

28. TRANSFER OF LANDLORD'S INTEREST. The term "LANDLORD" as used in this Lease,
so far as covenants or obligations on the part of the Landlord are concerned,
shall be limited to mean and include only the owner or owners, at the time in
question, of the fee title to, or a lessee's interest in a ground lease of, the
Project. In the event of any transfer or conveyance of any such title or
interest (other than a transfer for security purposes only), the transferor
shall be automatically relieved of all covenants and obligations on the part of
Landlord contained in this Lease accruing after the date of such transfer or
conveyance. Landlord and Landlord's transferees and assignees shall have the
absolute right to transfer all or any portion of their respective title and
interest in the Project, the Building, the Premises or this Lease without the
consent of Tenant, and such transfer or subsequent transfer shall not be deemed
a violation on Landlord's part of any of the terms and conditions of this Lease.

29. LIMITATION ON LANDLORD'S LIABILITY. Notwithstanding anything contained in
this Lease to the contrary, the obligations of Landlord under this Lease
(including any actual or alleged breach or default by Landlord) do not
constitute personal obligations of the individual partners, directors, officers
or shareholders of Landlord or Landlord's partners, and Tenant shall not seek
recourse against the individual partners, directors, officers or shareholders of
Landlord or Landlord's partners, or any of their personal assets for
satisfaction of any liability with respect to this Lease. In addition, the
liability of Landlord for its obligations under this Lease (including any
liability as a result of any actual or alleged failure, breach or default by
Landlord), shall be limited solely to, and Tenant's and its successors' and
assigns' sole and exclusive remedy shall be against, Landlord's interest in the
Project, and no other assets of Landlord.

30. PAYMENTS AND NOTICES. All rent and other sums payable by Tenant to Landlord
shall be paid to Landlord at the address designated in Section 1.1 of the
Summary, or to such other persons and such other places as Landlord
designates in writing. Any notice required or permitted to be given under this
Lease must be in writing and must be given either by personal delivery,
including delivery by nationally recognized overnight courier or


                                      -17-

<PAGE>

express mailing service, by facsimile transmission, or by registered or
certified mail, postage prepaid, return receipt requested, addressed to Tenant
at the address designated in Section 1.2 of the Summary, or to Landlord at the
addresses designated in Section 1.1 of the Summary; Notices shall be deemed duly
given (a) when personally delivered; (b) on the date of first attempted delivery
as shown on the return receipt if delivered by overnight courier; (c) when
transmitted as shown by the confirmation receipt, if sent by facsimile, so long
as the facsimile transmission is followed by one of the other means of delivery
required by this Section; or (d) three (3) days after deposited in the United
States registered or certified mail, return receipt request, postage prepaid.
Either Party may, by written notice to the other, specify a different address
for notice purposes.

31. END OF TERM.

31.1 SURRENDER OF PREMISES. Upon the expiration or sooner termination
of this Lease, Tenant shall surrender all keys for the Premises to Landlord, and
Tenant shall deliver exclusive possession of the Premises to Landlord broom
clean and in as good order, condition and repair as when received or as
hereafter may be improved by Landlord or Tenant, reasonable wear and tear
excepted, with all of Tenant's personal property and those items, if any, of
Tenant Improvements and Tenant Changes identified by Landlord pursuant to
Section 10.2 removed and all damage caused by such removal repaired. If for any
reason Tenant fails to surrender the Premises on the expiration or earlier
termination of this Lease with such removal and repair obligations completed,
then, in addition to the provisions of Section 31.3 and Landlord's other rights
and remedies, Tenant shall indemnify, protect, defend (by counsel reasonably
approved in writing by Landlord) and hold Landlord harmless from and against any
and all claims, judgments, suits, causes of action, damages, losses, liabilities
and expenses, including attorneys' fees and court costs, resulting from such
failure to surrender, including without limitation, any claim made by any
succeeding tenant based on Tenant's failure to surrender the Premises. The
foregoing indemnity shall survive the expiration or earlier termination of this
Lease.

31.2 HOLDING OVER. If Tenant holds over after the expiration or earlier
termination of the Term, Tenant shall become a tenant at sufferance only, upon
the terms and conditions set forth in this Lease so far as applicable (including
Tenant's obligation to pay all Operating Expenses and any other additional rent
under this Lease), but at a Monthly Basic Rent equal to two hundred percent
(200%) of the Monthly Basic Rent applicable to the Premises immediately prior to
the date of such expiration or earlier termination. Acceptance by Landlord of
rent after such expiration or earlier termination shall not constitute a consent
to a hold over or result in an extension of this Lease. Tenant shall pay an
entire month's Monthly Basic Rent calculated in accordance with this Section
31.2 for any portion of a month it holds over and remains in possession of the
Premises.

31.3 NO EFFECT ON LANDLORD'S RIGHTS. The foregoing provisions of this Section 31
are in addition to, and do not affect, Landlord's right of re-entry or any other
rights of Landlord under this Lease or otherwise provided at law or in equity.

32. MISCELLANEOUS.

32.1 GOVERNING LAW. This Lease shall be governed by, and construed pursuant
to, the laws of the State of California.

32.2 NO MERGER. The voluntary or other surrender of this Lease by Tenant or a
mutual termination thereof shall not work as a merger and shall, at the option
of Landlord, either (a) terminate all or any existing subleases, or (b) operate
as an assignment to Landlord of Tenant's interest under any or all such
subleases.

32.3 WAIVER. The waiver by either Party of any breach by the other Party of any
term, covenant or condition contained in this Lease shall not be deemed to be a
waiver of any subsequent breach of the same or any other term, covenant and
condition, nor shall any custom or practice which may become established between
the Parties in the administration of the terms of this Lease be deemed a waiver
of, or in any way affect, the right of any Party to insist upon the performance
by the other in strict accordance with said terms. No waiver of any default of
either Party shall be implied from any acceptance by Landlord or delivery by
Tenant (as the case may be) of any rent or other payments due or any omission by
the nondefaulting Party to take any action on account of such default if such
default persists or is repeated, and no express waiver shall affect defaults
other than as specified in said waiver. The subsequent acceptance of rent by
Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of
any term, covenant or condition of this Lease other than the failure of Tenant
to pay the particular rent so accepted regardless of Landlord's knowledge of
such preceding breach at the time of acceptance of such rent.

32.4 TERMS AND HEADINGS. The words "LANDLORD" and "TENANT" is used in this Lease
shall include the plural as well as the singular. Words used in any gender
include other genders. The Section headings of this Lease are not a part of this
Lease and shall have no effect upon the construction or interpretation of any
part of it. Any deletion of language from this Lease prior to its execution by
Landlord and Tenant shall not be construed to raise any presumption, canon of
construction or implication, including, without limitation, any implication that
the Parties intended thereby to state the converse of the deleted language.

32.5 TIME. Time is of the essence with respect to performance of every provision
of this Lease in which time or performance is a factor. All references in this
Lease to "DAYS" shall mean calendar days unless specifically modified to be
"business" days.

32.6 PRIOR AGREEMENTS; AMENDMENTS. This Lease, including the Summary and all
Exhibits and Riders attached to it (i) contains all of the covenants,
provisions, agreements conditions and understandings between Landlord and Tenant
concerning the Premises and any other matter covered or mentioned in this Lease,
and (ii) supersedes all prior agreements and understanding, oral or written,
express or implied, pertaining to the Premises or


                                      -18-
<PAGE>

any such other matter. No provision of this Lease may be amended or added to
except by an agreement in writing signed by the Parties or their respective
successors in interest.

32.7 SEPARABILITY. The invalidity or unenforceability of any provision of this
Lease (except for Tenant's obligation to pay Annual Basic Rent and additional
rent) shall in no way affect, impair or invalidate any other provision of this
Lease, and such other provisions shall remain valid and in full force and effect
to the fullest extent permitted by law.

32.8 EXHIBITS AND RIDERS. All Exhibits and Riders attached to this Lease are
hereby incorporated in this Lease for all purposes as though set forth at length
herein.

32.9 ACCORD AND SATISFACTION. If, with respect to any payment owed by Tenant to
Landlord hereunder, Tenant pays a lesser amount than the amount herein
stipulated, such payment shall be deemed a payment on account, and Landlord may
accept such payment without prejudice to Landlord's right to recover the balance
of such rent or pursue any Other remedy provided in this Lease. No such
acceptance by Landlord or any endorsement or statement on any check or any
letter accompanying shall be deemed an accord and satisfaction. Each of the
foregoing covenants and agreements shall be applicable to any covenant or
agreement either expressly contained in this Lease or imposed by any statute or
at common law.

32.10 NO PARTNERSHIP. Landlord does not, in any way or for any purpose, become a
partner of Tenant in the conduct of its business, or otherwise, or joint
venturer or a member of a joint enterprise with Tenant by reason of this Lease.

32.11 SUCCESSORS AND ASSIGNS. Subject to the provisions of Section 28, and
except as otherwise provided in this Lease, all of the covenants, conditions and
provisions of this Lease shall be binding upon, and shall inure to the benefit
of, the Parties and their respective heirs, personal representatives and
permitted successors and assigns; provided, however, no rights shall inure to
the benefit of any Transferee of Tenant unless the Transfer to such Transferee
is made in compliance with the provisions of Section 18, and no options or other
rights which are expressly made personal to the original Tenant or in any rider
attached to this Lease shall be assignable to or exercisable by anyone other
than the original Tenant under this Lease.

32.12 PROFESSIONAL FEES. Tenant shall pay to Landlord, upon demand, all sums
reasonably incurred by Landlord in connection with any event of default by
Tenant under this Lease or holding over of possession by Tenant after expiration
or earlier termination of this Lease, including without limitation all costs,
expenses and fees of accountants, appraisers, attorneys and other professionals,
and any collection agency fees and expenses and other collection charges. If
either Landlord or Tenant brings suit against the other with respect to this
Lease, including for unlawful detainer or any other relief against the other,
then all costs and expenses incurred by the prevailing Party (including, without
limitation, its actual appraisers, accountants', attorneys' and other
professional fees, expenses and court costs), shall be paid by the other Party.

32.13 FORCE MAJEURE. If either Party is delayed or hindered in or prevented from
the performance of any act required under this Lease by reason of strikes,
lock-outs, labor troubles, inability to procure materials, failure of power,
governmental moratorium or other governmental action or inaction (including
failure, refusal or delay in issuing permits, approvals or authorizations),
injunction or court order, riots, insurrection, war, fire, earthquake, flood or
other natural disaster or other reason of a like nature not the fault of the
Party delaying in performing work or doing acts required under the terms of this
Lease (but excluding delays due to financial inability) (collectively, "FORCE
MAJEURE DELAYS"), then performance of such act shall be excused for the period
of the delay and the period for the performance of any such act stall be
extended for a period equivalent to the period of such delay so long as Tenant
delivers written notice describing the Force Majeure Delay within five (5) days
after the occurrence of the event. The provisions of this Section 32.13 shall
not apply to nor operate to excuse Tenant from the payment of Monthly Basic
Rent, Operating Expenses, additional rent or any other payments strictly in
accordance with the terms of this Lease.

32.14 NONDISCLOSURE OF LEASE TERMS. The terms of this Lease are confidential and
constitute proprietary information of Landlord. Disclosure of the terms could
adversely affect the ability of Landlord to negotiate other leases and impair
Landlord's relationship with other tenants. Accordingly, Tenant and its
partners, officers, directors, employees, agents and attorneys shall not
intentionally and voluntarily disclose the terms and conditions of this Lease to
any newspaper or other publication or any other tenant or apparent prospective
tenant of the Building or other portion of the Project, or real estate agent;
either directly or indirectly, without the prior written consent of Landlord,
provided, however, that Tenant may disclose the terms to prospective subtenants
or assignees under this Lease.

32.15 NONDISCRIMINATION. Tenant acknowledges and agrees that there shall be no
discrimination against, or segregation of, any person, group of persons, or
entity on the basis of race, color, creed, religion, age, sex, merital status,
national origin or ancestry in the leasing, subleasing, transferring,
assignment, occupancy, tenure, use or (Illegible) enjoyment of the Premises, or
any portion of it.

32.16 BROKERS. Landlord shall be solely responsible for the payment of brokerage
commissions to the brokers stated in Section 1.12 of the Summary (the "BROKERS")
pursuant to a separate agreement between Landlord and the Brokers, and Tenant
shall have no responsibility therefor unless written provision to the contrary
has been made. Each Party represents and warrants to the other, that, to its
knowledge, no other broker, agent or finder (a) negotiated or was instrumental
in negotiating or consummating this Lease on its behalf, and (b) is or might be
entitled to a commission or compensation in connection with this Lease. Tenant
shall indemnify, protect, defend (by counsel reasonably approved in writing by
Landlord) and hold Landlord harmless from and against any and all claims,


                                      -19-

<PAGE>

judgments, suits, causes of action, damages, losses, liabilities and expenses,
including attorneys' fees and court costs, resulting from any breach by Tenant
of the foregoing representation, including, without limitation, any claims that
may be asserted against Landlord by any broker, agent or finder undisclosed by
Tenant. Landlord shall indemnify, protect, defend (by counsel reasonably
approved in writing by Tenant) and hold Tenant harmless from and against any and
all claims, judgments, suits, causes of action, damages, losses, liabilities and
expenses, including attorneys' fees and court costs, resulting from any breach
by Landlord of the foregoing representation, including, without limitation, any
claims that may be asserted against Tenant by any broker, agent or finder
undisclosed by Landlord. The foregoing indemnities shall survive the expiration
or earlier termination of this Lease.

32.17 RECORDING. Neither Landlord nor Tenant shall record this Lease. In
addition, neither Party shall record a short form memorandum of this Lease
without the prior written consent and signature on the memorandum of the
other Party. If such short form memorandum is recorded in accordance with the
foregoing, (i) the Party requesting the recording shall pay for all costs of or
related to such recording, including without limitation, recording charges and
documentary transfer taxes, and (ii) upon expiration or earlier termination of
this Lease, Tenant shall execute in recordable form such instrument as Landlord
may reasonably request to evidence for the public record the termination of this
Lease.

32.18 BUILDING HOURS. Notwithstanding anything to the contrary contained in this
Lease, Tenant shall have access to the Premises twenty-four (24) hours per day,
seven (7) days per week.

32.19 FIBER OPTICS. Tenant shall have the right, at its sole cost and expense,
to install fiber optics in the Premises, on the following terms and conditions:

(a) Tenant shall not install any fiber optics in the Premises (the "FIBER OPTICS
WORK") unless Tenant first submits to Landlord proposed plans for the Fiber
Optics Work and obtains Landlord's prior written approval of the plans and the
Fiber Optics Work, including without limitation the location and screening of
the Fiber Optics Work, and of all contractors and subcontractors who will
perform any aspect of the Fiber Optics Work, which approval Landlord shall not
unreasonably withhold. The installation of the Fiber Optics Work shall be
subject to the specifications of Landlord's roofing consultant. Landlord may
impose, as a condition to its consent, any requirements that Landlord in its
discretion may deem reasonable or desirable, including without limitation a
requirement that all work be covered by a lien and completion bond satisfactory
to Landlord and requirements as to the manner, time and contractor for
performance of the work. Upon completion of the Fiber Optics Work, Tenant shall
furnish Landlord a complete set of "as built" plans for such Fiber Optics Work.

(b) All Fiber Optics Work shall be performed: (i) in accordance with the
approved plans, specifications and working drawings; (ii) lien-free and in a
good and workmanlike manner; (iii) in compliance with all laws, rules and
regulations of all governmental agencies and authorities including, without
limitation, the provisions of Title III or the Americans with Disabilities Act
of 1990; (iv) in such a manner so as not to unreasonably interfere with the
occupancy of any other tenant in the Building or any other building located
within the Project, nor impose any additional expense upon nor delay Landlord in
the maintenance and operation of the Building or any other building located
within the Project; and (v) at such times, in such manner and subject to such
rules and regulations as Landlord may from time to time reasonably designate.

(c) Throughout the performance of the Fiber Optics Work, Tenant shall obtain, or
cause its contractors to obtain, workers compensation insurance and commercial
general liability insurance in compliance with the provisions of Section 12 of
this Lease.

(d) Tenant shall maintain all of the Fiber Optics Work within the Premises.

32.20 TELECOMMUNICATIONS EQUIPMENT. Tenant shall have the right, at its sole
cost and expense, to install, maintain and replace satellite dishes and other
telecommunication equipment (collectively, the "TELECOMMUNICATIONS EQUIPMENT")
on the roof of the Building on the following terms and conditions:

(a) Tenant shall not install, maintain or replace any Telecommunications
Equipment in or on any portion of the Building (the "TELECOMMUNICATIONS WORK")
unless Tenant first submits to Landlord plans for the Telecommunications Work
and obtains Landlord's prior written approval of the plans and the
Telecommunications Work, including without limitation the location and screening
of the Telecommunications Work, and of all contractors and subcontractors who
will perform any aspect of the Telecommunications Work, which approval Landlord
shall not unreasonably withhold. The installation of the Telecommunications Work
shall be subject to the specifications of Landlord's roofing consultant.
Landlord may impose, as a condition to its consent, any requirements that
Landlord in its discretion may deem reasonable or desirable, including without
limitation a requirement that all work be covered by a lien and completion bond
satisfactory to Landlord and requirements as to the manner, time and contractor
for performance of the work. Upon completion of the Telecommunications Work,
Tenant shall furnish Landlord a complete set of "as built" plans for such
Telecommunications Work.

(b) All Telecommunications Work shall be performed: (i) in accordance with the
approved plans, specifications and working drawings; (ii) lien-free and in a
good and workmanlike manner, (iii) in compliance with all laws, rules and
regulations of all governmental agencies and authorities including, without
limitation, the provisions of Title III of the Americans with Disabilities Act
of 1990; (iv) in such a manner so as not to unreasonably interfere with the
occupancy of any other tenant in the Building or any other building located
within the Project, nor impose any additional expense upon nor delay Landlord in
the maintenance and operation of the Building or any other building located
within the Project; and (v) at such times, in such manner and subject to such
rules and regulations as Landlord may from time to time reasonably designate.


                                      -20-
<PAGE>

(c) Throughout the performance of the Telecommunications Work. Tenant shall
obtain, or cause its contractors to obtain, workers compensation insurance and
commercial general liability insurance in compliance with the provisions of
Section 12 of this Lease.

(d) All Telecommunications Work must meet the Aliso Viejo Community Design
Guidelines.

(e) Tenant may install a satellite dish or other telecommunications equipment in
accordance with the terms of this Section for Tenant's own use only but Tenant
shall not resell or distribute, directly or indirectly, any such services to any
other occupant of the Project. If Tenant breaches this covenant, Tenant
acknowledges that damages would be an inadequate remedy for Landlord; therefore,
Landlord shall be entitled, in any such event, to seek injunctive relief against
Tenant in addition to any other remedies Landlord may have at law or in equity.

33. LEASE EXECUTION.

33.1 CONUTERPARTS. This Lease may be executed in one or more counterparts, each
of which shall constitute an original and all of which shall be one and the same
agreement.

33.2 TENANT'S AUTHORITY. If Tenant executes this Lease as a partnership or
corporation, then Tenant and the persons and entities executing this Lease on
behalf of Tenant represent and warrant that: (a) Tenant is a duly authorized and
existing partnership or corporation, as the case may be, and is qualified to do
business in California; (b) such persons and entities executing this Lease are
duly authorized to execute and deliver this Lease on Tenant's behalf in
accordance with Tenant's partnership agreement (if Tenant is a partnership), or
a duly adopted resolution of Tenant's board of directors and Tenant's by-laws
(if Tenant is a corporation); and (c) this Lease is binding upon Tenant in
accordance with its terms.

33.3 JOINT AND SEVERAL LIABILITY. If more than one person or entity executes
this Lease as Tenant: (a) each of them is and shall be jointly and severally
liable for the covenants, conditions, provisions and agreements of this Lease to
be kept, observed and performed by Tenant; and (b) the act or signature of, or
notice from or to, any one or more of them with respect to this Lease shall be
binding upon each and all of the persons and entities executing this Lease as
Tenant with the same force and effect as if each and all of them had so acted or
signed or given or received such notice.

33.4 GUARANTY. This Lease is subject to and conditional upon Tenant's delivery
to Landlord, concurrently with Tenant's execution and delivery of this Lease, of
a Guaranty in the form of and upon the terms contained in Exhibit "J" and
incorporated herein by this reference, which shall be fully executed by the
Guarantor specified in Section 1.19 of the Summary.

33.5 NO OPTION. The submission of this Lease for examination or execution
by Tenant does not constitute a reservation of or option for the Premises and
this Lease shall not become effective as a Lease until it has been executed by
Landlord and delivered to Tenant.

33.6 LANDLORD'S CONTINGENCY. Tenant acknowledges that the Premises are subject
to an existing lease to another tenant, and that Landlord's obligations under
this Lease are conditioned upon (i) Landlord's obtaining a termination of that
Lease which is satisfactory to Landlord, and (ii) the existing tenant
vacating the Premises by December 15, 2005.

                         [SIGNATURES ON FOLLOWING PAGE]


                                      -21-

<PAGE>

                      [SIGNATURE PAGE TO TRIPLE NET LEASE]

     IN WITNESS WHEREOF, the Parties have executed this Lease as of the day and
year first above written.

                                        ALISO VIEJO TOWN CENTER CORPORATE PARK
                                        LLC, a California limited liability
                                        company

                                        By: J. F. Shea Co., Inc., a Nevada
                                            corporation
                                            Its Manager


                                        By: /s/ GILBERT L. NEILSON
                                            ------------------------------------
                                        Its: GILBERT L. NEILSON
                                             ASSISTANT SECRETARY


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------
                                             "LANDLORD"


                                        EYEONICS, INC., a Delaware corporation


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Its: CEO


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Its: CFO
                                             "TENANT"


                                      -22-

<PAGE>

[LOGO]                            [TOWN CENTER                            [LOGO]
                                 CORPORATE PARK]
                                  Aliso Viejo
<PAGE>

                           [26970 LAGUNA HILLS DRIVE
                           1ST FLOOR - (BUILDING 5)]

[LOGO]                            [TOWN CENTER                            [LOGO]
                                CORPORATE PARK]
                                  Aliso Viejo
<PAGE>

                                   EXHIBIT "C"

                              WORK LETTER AGREEMENT

          THIS WORK LETTER AGREEMENT ("WORK LETTER AGREEMENT") is entered into
as of December __, 2005, by and between ALISO VIEJO TOWN CENTER CORPORATE PARK
LLC. a California limited liability company ("LANDLORD"), and EYEONICS, INC., a
Delaware corporation ("TENANT").

                                    RECITALS:

A.   Concurrently with the execution of this Work Letter Agreement, Landlord and
     Tenant have entered into a lease (the "LEASE") covering certain premises
     (the "PREMISES") more particularly described in the Lease. All terms not
     defined in this Work Letter Agreement shall have the same meaning as set
     forth in the Lease. To the extent applicable, the provisions of the Lease
     are hereby incorporated in this Work Letter Agreement by this reference.

B.   In order to induce Tenant to enter into the Lease and in consideration of
     the mutual covenants hereinafter contained, Landlord and Tenant agree as
     follows:

1. TENANT IMPROVEMENTS. Landlord will deliver the Premises to Tenant in an
"as-is" condition, subject to Landlord's completion of the following items (the
"TENANT IMPROVEMENTS"):

1.1. Clean flooring throughout Premises;

1.2. Repair tears or holes in the Premises; and

1.3. Touch up paint throughout Premises with building standard paint.

2. COMMENCEMENT DATE AND SUBSTANTIAL COMPLETION.

2.1 COMMENCEMENT DATE. The Term of the Lease will commence on the date (the
"COMMENCEMENT DATE") which is the earlier of: (i) the date Tenant moves into the
Premises to commence operation of its business in all or any portion of the
Premises; or (ii) the date the Tenant Improvements have been "substantially
completed" (as defined below); provided, however, that if substantial completion
of the Tenant Improvements is delayed as a result of any Tenant Delays described
in Section 3 below, then the Commencement Date as would otherwise have been
established pursuant to this Section 2.1(ii) will be accelerated by the number
of days of such Tenant Delays.

2.2 SUBSTANTIAL COMPLETION; PUNCH-LIST. The Tenant Improvements shall be deemed
to be "substantially completed" when Landlord's contractor certifies in writing
to Landlord and Tenant that Landlord has substantially completed the Tenant
Improvements, other than minor "punch-list" type items and adjustments which do
not materially interfere with Tenant's access to or use of the Premises. Within
ten (10) days after receipt of such certificate from Landlords contractor.
Tenant shall conduct a walk-through inspection of the Premises with Landlord and
provide to Landlord a written punch-list specifying those punch-list items which
require completion, which items Landlord shall thereafter diligently complete.

2.3 DELIVERY OF POSSESSION. Landlord shall deliver possession of the Premises to
Tenant when the Tenant Improvements have been substantially completed in
accordance with Section 2.2 above. The Parties estimate that Landlord will
deliver possession of the Premises to Tenant and the Term of this Lease will
commence on or before the Estimated Commencement Date set forth in Section 1.7
of the Summary. Landlord shall use its commercially reasonable efforts to cause
the Premises to be substantially completed on or before the Estimated
Commencement Date. Tenant agrees that if Landlord is unable to deliver
possession of the Premises to Tenant on or prior to the Estimated Commencement
Date specified in Section 1.7 of the Summary, the Lease will not be void or
voidable, nor will Landlord be liable to Tenant for any loss or damage resulting
therefrom, but if such late delivery is due to Landlord's negligence or willful
misconduct or due to any Force Majeure Delays, then, as Tenant's sole remedy,
the Commencement Date and the Expiration Date of the Term will be extended one
(1) day for each day Landlord is delayed in delivering possession of the
Premises to Tenant.

3. TENANT DELAYS. For purposes of this Work Letter Agreement, "TENANT DELAYS"
shall mean any delay in the completion of the Tenant Improvements resulting from
any or all of this following: (a) Tenant's failure to timely perform any of its
obligations under this Lease; (b) Tenant's request for materials, finishes; or
installations which are not readily available or which are incompatible with the
building standard materials; or (c) any other act or failure to act by Tenant,
Tenant's employees, agents, architects, independent contractors, consultants
and/or any other person performing or required to perform services on behalf of
Tenant.

4. FORCE MAJEURE DELAYS. For purposes of this Work Letter, "FORCE MAJEURE
DELAYS" means any actual delay beyond the reasonable control of Landlord in the
construction of the Tenant Improvements, which is not a Tenant Delay and which
is caused by any of the causes described in Section 32.13 of the Lease.

5. TENANT CHANGES ALLOWANCE. After the Commencement Date, Tenant intends to
install certain Tenant Changes in the Premises. The Tenant Changes shall be
subject to all of the provisions of the Lease and all the provisions of this
Work Letter Agreement. Landlord hereby grants to Tenant a one-time allowance of
Three Thousand Two Hundred Ninety-One Dollars ($3,291.00) (the "TENANT CHANGES
ALLOWANCE") for construction of the Tenant Changes.

                                            Exhibit "C-1"- Work Letter Agreement


                                       -1-

<PAGE>

6. CONSTRUCTION REPRESENTATIVES. Landlord hereby appoints the following
person(s) as Landlord's representative ("LANDLORD'S REPRESENTATIVE") to act for
Landlord in all matters covered by this Work Letter Agreement: Lynda Pekar.

Tenant hereby appoints the following person(s) as Tenant's representative
("TENANT'S REPRESENTATIVE") to act for Tenant in all matters covered by this
Work Letter Agreement:_____________________________________________.

All communications with respect to the matters covered by this Work Letter
Agreement are to made to Landlord's Representative or Tenant's Representative,
as the case may be, in writing in compliance with the notice provisions of the
Lease. Either party may change its representative under this Work Letter
Agreement at any time by written notice to the other party compliance with
the notice provisions of the Lease.

7. TENANT IMPROVEMENT PLANS.

7.1 PREPARATION OF SPACE PLAIN. If Tenant elects to install the Tenant Changes,
Tenant shall meet with Landlord's architect and/or space planner for the purpose
of promptly preparing preliminary space plans for the layout of Premises ("SPACE
PLANS"). The Space Plans are to be sufficient to convey the architectural design
of the Premises and layout of the Tenant Changes in the Premises and are to be
submitted to Landlord for Landlord's approval. If Landlord reasonably
disapproves any aspect of the Space Plans, Landlord will advise Tenant
(Illegible) of such disapproval and the reasons therefor. Tenant will then
submit to Landlord for Landlord's approval a redesign of the Space Plans
incorporating the revisions reasonably required by Landlord.

7.2 PREPARATION OF FINAL PLANS. Based on the approved Space Plans, Landlord's
architect will prepare complete architectural plans, drawings and specifications
and complete engineered mechanical, structural and electrical working drawings
for all of the Tenant Changes for the Premises (collectively, the "FINAL
PLANS"). The Final Plans will show: (a) the subdivision (including partitions
and walls), layout, lighting, finish and decoration work (including carpeting
and other floor coverings) for the Premises; and (b) all other specifications
for the Tenant Changes.

7.3 REQUIREMENTS OF TENANT'S FINAL PLANS. Tenant's Final Plans will include
locations and complete dimensions, and the Tenant Changes, as shown on the Final
Plans, will: (i) be compatible with the Building shall and with the design,
construction and equipment of the Building; (ii) if not comprised of the
Building standards set forth in the written description thereof (the
"STANDARDS"), then be compatible with and of at least equal quality as the
Standards and approved by Landlord; (iii) comply with all applicable laws,
ordinances, rules and regulations of all governmental authorities having
jurisdiction, and all applicable insurance regulations; (iv) not require
Building service beyond the level normally provided to other tenants in the
Building and will not overload the Building floors; and (v) be of a nature and
quality consistent with the overall objectives of Landlord for the Building, as
determined by Landlord in its reasonable but subjective discretion.

7.4. SUBMITTAL OF FINAL PLANS. Once approved by Landlord and Tenant, Landlord's
architect will submit the Final Plans to the appropriate governmental agencies
for plan checking and the issuance of a building permit. Landlord's architect,
with Tenant's cooperation, will make any changes to the Final Plans which are
requested by the applicable governmental authorities to obtain the building
permit. After approval of the Final Plans no further changes may be made without
the prior written approval of both Landlord and Tenant.

8. CONSTRUCTION OF THE TENANT CHANGES. Upon Landlord's and Tenant's approval of
the Final Plans, Tenant shall contract with Landlord's contractor to construct
the Tenant Changes.

9. PAYMENT FOR THE TENANT CHANGES.

9.1 ALLOWANCE. Landlord hereby grants to Tenant a tenant improvement allowance
of $3,291.00 (the "ALLOWANCE").

9.2 USE OF THE ALLOWANCE. The Allowance is to be used only for.

(a) The payment of the cost of preparing the Space Plans and the Final Plans,
including drawings and of all other aspects necessary to complete the Final
Plans.

(b) The payment of permit and license fees relating to construction of the
Tenant Changes.

(c) Construction of the Tenant Changes, including, without limitation, the
following:

          1. Installation within the Premises of all partitioning, doors, floor
coverings, ceilings, wall coverings and painting, millwork and similar items;

          2. Electrical wiring, lighting fixtures, outlets and switches, and
other electrical work;

          3. The furnishing and installation of all duct work, terminal boxes,
diffusers and accessories within the Premises for the heating, ventilation and
air conditioning systems within the Premises;

          4. Odor control, special heating, ventilation and air conditioning,
noise or vibration control or other special systems or improvements;

                                           Exhibit "C-1" - Work Letter Agreement


                                       -2-
<PAGE>

     5. Fire and life safety control systems such as fire walls, sprinklers,
halon, fire alarms, including piping, wiring and accessories;

     6. Plumbing, fixtures, pipes and accessories;

     7. Testing and inspection costs; and

     8. Fees for the contractor and tenant improvement coordinator including,
but not limited to, fees and costs attributable to general conditions associated
With the construction of the Tenant Changes.

In no event may the Tenant Changes Allowance be used for payments to any other
consultants, designers or architects other than Landlord's architect and/or
Tenant's architect, for payment of extraordinary work not consistent with the
scope of the Standards (i.e., above-standard work) or to pay for Tenants
furniture, artifacts, equipment, telephone systems or any other item of personal
property which is not affixed to the Premises.

10. PAYMENT OF THE ALLOWANCE. Provided (i) there is no outstanding Default by
Tenant under the Lease, (ii) Tenant provides Landlord with reasonable and
customary evidence of actual costs paid by Tenant for installing the Tenant
Changes, such as invoices marked "Paid;" (iii) Tenant has furnished Landlord
with reasonable and customary evidence of waiver and release of all claims of
mechanics' liens with respect to the installation of the Tenant Changes; and
(iv) Tenant has completed the Tenant Changes, Landlord shall pay to Tenant the
actual costs incurred by Tenant in completing the Tenant Changes up to a maximum
equal to the total Tenant Changes Allowance. Such payment shall be made no later
than ten (10) days after Landlord's receipt of item (iii) above.

     IN WITNESS WHEREOF, the undersigned Landlord and Tenant have caused this
Work Letter Agreement to be duly executed by their duly authorized
representatives as of the date of the Lease.

                                        ALISO VIEJO TOWN CENTER CORPORATE PARK
                                        LLC,
                                        a California limited liability company

                                        By: J. F. Shea Co., Inc., a Nevada
                                            corporation
                                            Its Manager


                                        By: /s/ GILBERT L. NEILSON
                                            ------------------------------------
                                            GILBERT L. NEILSON
                                            ASSISTANT SECRETARY


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------
                                             "LANDLORD"


                                        EYEONICS, INC., a Delaware corporation


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Its: CEO


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Its: CFO
                                             "TENANT"

                                           Exhibit "C-1" - Work Letter Agreement


                                      -3-

<PAGE>

                                   EXHIBIT "D"

                    SAMPLE FORM OF NOTICE OF LEASE TERM DATES

To:                                     Date:
    ---------------------------------         ----------------------------------
    ---------------------------------

Re:  Projected Lease dated December __, 2005, between ALISO VIEJO TOWN CENTER
     CORPORATE PARK LLC, a California limited liability company ("LANDLORD"),
     and EYEONICS, INC., a Delaware corporation ("TENANT") concerning Suite 100
     ("PREMISES") located at 26970, Aliso Viejo Parkway, Aliso Viejo, California
     92656.

Ladies and Gentlemen:

In accordance with the above-referenced Lease, we wish to advise and confirm as
follows:

9. That the Premises have been accepted by Tenant as being substantially
complete in accordance with the Lease, and that there is no deficiency in
construction.

10. That Tenant has accepted and is in possession of the Premises, and
acknowledges that under the provisions of the Lease, the Term of the Lease is
for __________years, with _______________ (__________) options to extend
for_________(___) years each, and commenced upon the Commencement Date of
__________ and is currently scheduled to expire on __________ subject to earlier
termination as provided in the Lease.

11. That in accordance with the Lease, rental payment has commenced (or shall
commence) on __________.

12. If the Commencement Date of the Lease is other than the first day of the
month, the first billing will contain a pro rata adjustment. Each billing
thereafter, with the exception of the final billing, shall be for the full
amount of the monthly installment as provided for in the Lease.

13. Rent is due and payable in advance on the first day of each and every month
during the Term of the Lease. Your rent checks should be made payable to Aliso
Viejo Town Center Corporate Park LLC, a California limited liability company, at
26840 Aliso Viejo Parkway, Suite 100, Aliso Viejo, California 92656.

14. The exact number of Rentable Square Feet within the Premises is
__________square feet.

                                        AGREED AND ACCEPTED

                                        ALISO VIEJO TOWN CENTER CORPORATE PARK
                                        LLC,
                                        a California limited liability company

                                        By: J. F. Shea Co., Inc., a Nevada
                                            corporation
                                            Its Manager


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------
                                             "LANDLORD"


                                        EYEONICS, INC., a Delaware corporation


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Its: CEO


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Its: CFO
                                             "TENANT"

                                   Exhibit "D" - Form Notice of Lease Term Dates
<PAGE>

                                   EXHIBIT "E"

                              RULES AND REGULATIONS

1. No sign, advertisement, name or notice shall be installed or displayed on any
part of the outside or inside of the Building or in any part of the Common Areas
without the prior written consent of Landlord. Landlord shall have the right to
remove, at Tenant's expense and without notice, any sign installed or displayed
in violation of this rule. All approved signs or lettering on doors and walls
shall be printed, painted, affixed or inscribed at the expense of Tenant by a
person approved by Landlord, using materials and in a style and format approved
by Landlord.

2. Tenant shall not place anything or allow anything to be placed near the glass
of any window, door, partition or wall which may appear unsightly from outside
the Premises, in Landlord's sole discretion. No awnings or other projection
shall be attached to the outside walls of the Building without the prior written
consent of Landlord.

3. The walls, walkways, sidewalks entrance passages, courts and vestibules shall
not be obstructed or used for any purpose other than ingress or egress of
pedestrian travel to and from the Premises, and shall not be used for loitering
or gathering, or to display, store or place any merchandise, equipment,
furniture, or devices, or for any other purpose. The walkways, entrance
passageways, courts, vestibules and roof are not for the use of the general
public and Landlord shall in all cases retain the right to control and prevent
access thereto by all persons whose presence in the judgment of Landlord shall
be prejudicial to the safety, character, reputation and interests of the
Building and its tenants, provided that nothing herein contained shall be
construed to prevent such access to persons with whom Tenant normally deals in
the ordinary course of Tenant's business unless such persons are engaged in
illegal activities. Neither Tenant nor any employee, invitee, agent, licensee or
contractor of Tenant shall go upon or be entitled to use any portion of the roof
of the Building.

4. Unless expressly set forth to the contrary in Tenant's Lease, Tenant shall
have no right or entitlement to the display of Tenant's name or logo on any
Project sign, monument sign or pylon sign.

5. All cleaning and janitorial services for the Premises shall be provided, at
Tenant's sole cost and expense, exclusively by or through Tenant or Tenant's
janitorial contractors in accordance with the provisions of Tenant's Lease.
Tenant shall not cause any unnecessary labor by carelessness or indifference to
the good order and cleanliness of the Premises.

6. Landlord will furnish Tenant, free of charge, with two keys to each door lock
in the Premises. Landlord may impose a reasonable charge for any additional
keys. Tenant, upon termination of its tenancy, shall deliver to Landlord the
keys of all doors which have been furnished to or otherwise procured by Tenant.
Tenant shall not change locks or install other locks on doors of the Premises,
without prior written consent of Landlord.

7. Electric wires, telephones, burglar alarms or other similar apparatus shall
not be installed in the Premises except with the approval and under the
direction of Landlord. The location of telephones, call boxes and any other
equipment affixed to the Premises shall be subject to the approval of Landlord.
Any installation of telephones, telegraphs, electric wires or other electric
apparatus made without permission shall be removed by Tenant at Tenant's own
expense.

8. Tenant shall not use or keep in the Premises any kerosene, gasoline or
inflammable or combustible fluid or material other than those limited quantities
necessary for the operation or maintenance of office equipment, subject to any
express provisions of Tenant's Lease to the contrary. Tenant shall not use or
permit to be used in the Premises any foul or noxious gas or substance, or
permit or allow the Premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the Building by reason of noise,
odors or vibrations, nor shall Tenant bring into or keep in or about the
Premises any birds or animals.

9. Tenant shall not use any method of heating or air-conditioning other than
that supplied by Landlord.

10. Landlord reserves the right from time to time, in Landlord's sole and
absolute discretion, exercisable without prior notice and without liability to
Tenant: (a) to name or change the name of the Building or Project; (b) to change
the address of the Building, and/or (c) to install, replace or change any signs
in, on or about the Common Areas, the Building or Project (except for Tenant's
signs, if any, which are expressly permitted by Tenant's Lease).

11. Tenant shall close and lock all doors of its Premises and entirely shut off
all water faucets or other water apparatus, unless otherwise needed for Tenant's
business and, except with regard to Tenant's computers and other equipment, if
any, which reasonably require electricity on a 24-hour basis, all electricity,
gas or air outlets before Tenant and its employees leave the Premises. Tenant
shall be responsible for any damage or injuries sustained by other tenants or
occupants of the Building or by Landlord for noncompliance with this rule.

12. Tenant assumes any and all responsibility for protecting its Premises from
theft, robbery and pilferage. Such responsibility shall include keeping doors
locked and other means of entry to the Premises closed.

13. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not
be used for any purpose other than that for which they were constructed, and no
foreign substances of any kind whatsoever shall be thrown therein. The expense
of any breakage, stoppage or damage resulting from the violation of this rule
shall be borne by the tenant who, or whose employees or invitees, caused it.

                                             Exhibit "E" - Rules and Regulations


                                       -1-

<PAGE>

14. Tenant shall not make any room-to-room solicitation of business from other
tenants in the Building or Project. Tenant shall not use the Premises for any
business or activity other than that specifically provided (Illegible) in the
Lease.

15. No aerial antenna, loudspeaker or other device shall be erected on the roof
or exterior walls of the Premises, or on the grounds, without in each instance,
the prior written consent of Landlord. Any aerial or antenna or device so
installed without such written consent shall be subject to removal by Landlord
at any time without prior notice at the expense of Tenant. Tenant shall not
interfere with radio or television broadcasting of reception from or in the
Building or elsewhere.

16. Except as expressly permitted in Tenant's Lease, Tenant shall not mark,
paint, drive nails, (Illegible) or drill into the partitions, window mullions,
woodwork or plaster, or in any way deface the Premises or any part of it, except
to install normal wall hangings. Tenant shall not lay linoleum, tile, carpet or
other similar floor covering so that the same shall be affixed to the floor of
the Premises in any manner except as approved by Landlord (Illegible) writing.
The expense of repairing any damage resulting from a violation of this rule or
removal of any floor covering shall be borne by Tenant.

17. Canvassing, soliciting and distribution of handbills or any other written
material, and peddling in the Common Areas and other portions of the Project
are expressly prohibited, and each tenant shall corporate to prevent same.

18. Landlord reserves the right to exclude or expel from the Project any person
who, in Landlord's judgment, is intoxicated or under the influence of liquor or
drugs or who is in violation of any of the Rules and Regulations of the Project.

19. The Premises shall not be used for lodging or for manufacturing of any kind.

20. Tenant shall store all its trash and garbage within its Premises or in
designated trash containers or enclosures within the Project. Tenant shall not
place in any trash box or receptacle any material which cannot be disposed of
in the ordinary and customary manner of trash and garbage disposal. All
cardboard boxes must be "broken down" prior to being place in the trash
container. All styrofoam chips must be bagged or otherwise contained prior to
placement in the trash container, so as not to constitute a nuisance. Pallets
may not disposed of in the trash container or enclosures. Any expense incurred
by Landlord to clean up any trash attributable to Tenant will be borne by
Tenant.

21. Tenant agrees that it shall comply with all fire and security regulations
that may be issued from time to time by Landlord, and Tenant also shall
provide Landlord with the name of a designated responsible principal or employee
to represent Tenant in all matters pertaining to such fire or security
regulations. Tenant shall cooperate fully with Landlord in all matters
concerning fire and other emergency procedures.

22. The requirements of Tenant will be attended to only upon the appropriate
application to Landlord or Landlord's designated representative by an authorized
individual. Employees of Landlord shall not perform any work or do anything
outside of their regular duties unless under special instructions from Landlord.

23. Landlord may waive any one or more of these Rules and Regulations for the
benefit of Tenant or any other tenant, but no such waiver by Landlord shall be
construed as a waiver of such Rules and Regulations in favor of Tenant or any
other such tenant, nor prevent Landlord from thereafter enforcing any such Rules
and Regulations against any and all of the tenants in the Building.

24. These Rules and Regulations are in addition to, and shall not be construed
to in any way modify or amend, in whole or in part, the terms, covenants,
agreements and conditions of any lease of premises in the Project.

25. Landlord reserves the right to make such other and reasonable Rules and
Regulations as in its judgment may from time to time be needed for safety,
security, care and cleanliness of the Project and for the preservation of good
order therein. Tenant shall abide by all such Rules and Regulations hereinabove
stated and any additional rules and regulations which are adopted.

26. Tenant shall be responsible for the observance of all of the foregoing rules
by Tenant's employees, agents, clients, customers, invitees or guests.

27. Landlord reserves the right to revise the sign program for the Project
provided, however, that any Tenant sign that was approved by Landlord prior to
the revision in the sign program shall not be subject to the revision in the
sign program unless (i) the remaining term of such Tenant's lease exceeds
thirty-six (36) months; (ii) such Tenant exercises any option to extend the term
of its lease; or (iii) applicable governmental authorities require that such
Tenant is subject to the revision.

28. Furniture, freight, packages, equipment, safes, bulky matter or supplies of
any description shall be moved in or out of the Building only after the
Building manager has been given prior notice and given its approval and only
during such hours and in such manner as may be prescribed by Landlord from
time to time. The scheduling and manner of all tenant move-ins and move-outs
shall be subject to the discretion and approval of Landlord, and said move-ins
and move-outs shall only take place after 6:00 P.M. on weekdays, on weekends, or
at such other times as Landlord may designate. Landlord shall have the right to
approve or disapprove the movers or moving company employed by Tenant, and
Tenant shall cause such movers to use only the loading facilities and elevators
designated by Landlord. In the event Tenant's movers damage the elevator or any
other part of the Premises or Building.

                                             Exhibit "E" - Rules and Regulations


                                       -2-

<PAGE>

Tenant shall immediately pay to Landlord the amount required to repair such
damage. The moving of safes or other fixtures or bulky or heavy matter of any
kind must be done under the Building manager's supervision, and the person
employed by Tenant for such work must be acceptable to Landlord, but such
persons shall not be deemed to be agents or servants of the Building manager or
Landlord, and Tenant shall be responsible for all acts of such persons. Landlord
reserves the right to inspect all safes, freights, or other bulky or heavy
articles to be brought into the Building, and to exclude from the Building all
safes, freight or the bulky or heavy articles which violate any of the Rules or
the Lease of which these Rules are a part. Landlord reserves the right to
determine the location and position of all safes, freight, furniture or bulky
or heavy matter brought onto the Premises, which must be placed upon supports
approved by Landlord to distribute the weight.

                          PARKING RULES AND REGULATIONS

In addition to the foregoing rules and regulations and the parking provisions
contained in the Lease to which this EXHIBIT "E" is attached, the following
rules and regulations shall apply with respect to the use of the Project's
parking areas.

1. Every parker is required to park and lock his/her own vehicle. All
responsibility for damage to or loss of vehicles is assumed by the parker and
Landlord shall not be responsible for any such damage or loss by water, fire,
defective brakes, the act or omissions of others, theft or for any other cause.

2. Tenant and its employees shall only park in parking areas designated by
Landlord. Tenant shall not leave vehicles in the parking areas overnight nor
park any vehicles in the parking areas other than automobiles, motorcycles,
motor driven or non motor driven bicycles or four wheeled trucks.

3. No overnight or extended term storage of vehicles shall be permitted.

4. Vehicles must be parked entirely within painted stall lines of a single
parking stall.

5. All directional signs and arrows must be observed.

6. The speed limit within all parking areas shall be five (5) miles per hour.

7. Parking is prohibited: (a) in areas not striped for parking; (b) in aisles;
(c) where "no parking" signs are posted; (d) on ramps; (e) in cross-hatched
areas; and (f) in reserved spaces and in such other areas as may be designated
by Landlord.

8. Washing, waxing, cleaning or servicing of any vehicle in any area not
specifically reserved for such purpose is prohibited.

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

10. Landlord may refuse to permit any person who violates these rules to park in
the parking areas, and if Tenant permits or allows any of the prohibited
activities described then Landlord 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 Tenant, which cost shall be
immediately payable upon demand by Landlord.

Landlord reserves the right to amend or supplement the foregoing Rules and
Regulations and to adopt and promulgate additional rules and regulations
applicable to the Premises. Notice of such rules and regulations and amendments
and supplements thereto, if any, shall be given to Tenant.

                                             Exhibit "E" - Rules and Regulations


                                       -3-
<PAGE>

                                   EXHIBIT "F"

                   SAMPLE FORM OF TENANT ESTOPPEL CERTIFICATE

The undersigned ("TENANT") hereby certifies to ALISO VIEJO TOWN CENTER CORPORATE
PARK LLC, California limited liability company ("LANDLORD"), and
____________________, as follows:

1. Attached hereto is a true, correct and complete copy of that certain Lease
dated December __, 2005 between Landlord and Tenant (the "LEASE"), which demises
Premises which are located at 26970 Aliso Viejo Parkway, Suite 100, Aliso Viejo,
California 92656. The Lease is now in full force and effect and has not been
amended, modified or supplemented, except as set forth in Section 6 below.

2. The term of the Lease commenced on ____________________.

3. The term of the Lease is currently scheduled to expire on __________________.

4. Tenant has no option to renew or extend the Term of the Lease except:
____________________.

5. Tenant has no preferential right to purchase the Premises or any portion of
the Building or Project upon which the Premises are located, and Tenant has no
rights or options to expand into other space in the Building except
____________________.

6. The Lease has: (Initial One)

[ ]  not been amended, modified, supplemented, extended, renewed or assigned.

[ ]  been amended, modified, supplemented, extended, renewed or assigned by
     the following described agreements, copies of which are attached
     hereto: ___________________________

7. Tenant has accepted and is now in possession of the Premises and has not
sublet, assigned or encumbered the Lease, the Premises or any portion thereof
except as follows: ____________________.

8. The current Monthly Basic Rent is $__________; and current monthly parking
charges are $__________.

9. Tenant's Monthly Operating Expense Charge currently payable by Tenant is
$__________ per month.

10. The amount of security deposit (if any) is $__________. No other security
deposits have been made.

11. All rental payments payable by Tenant have been paid in full as of the date
hereof. No rent under the Lease has been paid for more than thirty (30) days in
advance of its due date.

12. All work required to be performed by Landlord under the Lease has been
completed and has been accepted by Tenant, and all tenant improvement allowances
have been paid in full.

13. To the best of Tenant's knowledge, as of the date hereof, there are no
defaults on the part of Landlord or Tenant under the Lease.

14. Tenant has no defense as to its obligations under the Lease and claims no
set-off or counterclaim against Landlord.

15. Tenant has no right to any concession (rental or otherwise) or similar
compensation in connection with renting the space it occupies, except as
expressly provided in the Lease.

16. All insurance required of Tenant under the Lease has been provided by Tenant
and all premiums have been paid.

17. There has not been filed by or against Tenant a petition in bankruptcy,
voluntary or otherwise, any assignment for the benefit of creditors, any
petition seeking reorganization or arrangement under the bankruptcy laws of the
United States or any state thereof, or any other action brought pursuant to such
bankruptcy laws with respect to Tenant.

18. Tenant pays rent due Landlord under the Lease to Landlord and does not have
any knowledge of any other person who has any right to such rents by collateral
assignment or otherwise.

                               Exhibit "F" - Form of Tenant Estoppel Certificate


                                       -1-

<PAGE>

The foregoing certification is made with the knowledge that ____________________
is about (Illegible) loan to Landlord or purchase the Building from Landlord],
and that ____________________ is relying from the representations herein made in
[funding such loan or purchasing the Building].

Dated:                              .
       -----------------------------

                                        "TENANT"

                                        ----------------------------------------


                                        By:
                                            ------------------------------------


                                        By:
                                            ------------------------------------

                               Exhibit "F" - Form of Tenant Estoppel Certificate


                                      -2-
<PAGE>


                                LEASE EXHIBIT "G"

                                 Tenant Signage

                                       For

                                   TOWN CENTER
                                 CORPORATE PARK

                                  December 2000

                                  Prepared for
                                 SHEAPROPERTIES
                            26840 Laguna Hills Drive
                              Aliso Viejo CA 92656

                                   Prepared by
                       Michael J. McLaughlin & Associates
                      760 722 7020 Voice - 760 722 7019 fax

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                          <C>
1.0 INTRODUCTION TO TOWN CENTER CORPORATE PARK. ..........................
    1.1. Location ........................................................
    1.2. Planning & Zoning ...............................................
    1.3. Terms & Conditions ..............................................
    1.4. Submittals & Approvals ..........................................

2.0 SIGNS ................................................................
    2.1. General Conditions ..............................................
    2.2. Prohibited Signs ................................................
    2.3. Permitted Signs .................................................

EXHIBITS .................................................................
    E.1 Location Map .....................................................
    E.2 Calculating Sign Area ............................................
    E.3 Typical Sign Locations ...........................................
    E.4 Building Parapet Sign Specifications .............................
    E.5 Wall Sign Specifications .........................................
    E.6 Monument Signs ...................................................
APPENDIX .................................................................
</TABLE>
<PAGE>

SIGN PLAN                                                            TOWN CENTER
                                                                  CORPORATE PARK

1.0  INTRODUCTION TO TOWN CENTER CORPORATE PARK

     Town Center Corporate Park is a five building business campus providing an
     attractive work environment for a diverse array of business enterprises.

     1.1. LOCATION

          Town Center Corporate Park is a 12-acre development located in the
          master planned community of Aliso Viejo, California. The project is
          bounded by Laguna Hills Drive on the west and Pacific Park Drive on
          the south. (See EXHIBIT 1, LOCATION MAP)

     1.2. PLANNING AND ZONING

          Development within Town Center Corporate Park is regulated by the
          County of Orange. Development Plan approvals have established certain
          development entitlements and regulations. Under these regulations, all
          exterior signs must be reviewed and approved through the County of
          Orange, Planning Department.

     1.3. TERMS AND CONDITIONS

          Each tenant within Town Center Corporate Park acknowledges receipt of
          Attachment "X" and agrees to the requirements contained therein and
          specifically the following signage requirements.

          1.3.1. Tenant shall be responsible for all plan preparations, permit
               processing costs and application fees.

          1.3.2. Tenant shall be responsible for all costs of sign fabrication
               and installation, including review of shop drawings and patterns.

          1.3.3. Tenant shall be responsible for all costs related to signage
               removal, including repair of any damage to the building.

          1.3.4. Tenant shall also be responsible for maintaining the condition,
               appearance and operation of its signs.

          1.3.5. Only those sign types provided for and specifically approved in
               writing by SheaProperties shall be allowed. At Tenant's expense,
               SheaProperties may correct, replace or remove any sign that is
               installed without SheaProperties' written approval of plans as,
               submitted by Tenant.


                                        1

<PAGE>

SIGN PLAN                                                            TOWN CENTER
                                                                  CORPORATE PARK

     1.4. SUBMITTALS AND APPROVALS

          Prior to sign fabrication. Tenant or occupant shall prepare shop
          drawings of all proposed exterior signs and submit three (3) sets to
          sheaProperties for review. Approvals provided by SheaProperties shall
          not Constitute County of Orange approval or guarantee jurisdictional
          approval. All sign plans and shop drawings must be approved by
          SheaProperties prior to submitting to the County of Orange. Shop
          drawings shall (Illegible) the following.

          1.4.1. Tenant or its representative shall prepare shop drawings
               including: building elevation(s) illustrating sign location drawn
               to scale, a material board consisting of color & material
               samples, and specifications for fabrication including, but not
               limited to, gauge of material, paint manufacturer, method of
               attachment, and illumination requirements.

          1.4.2. Upon receipt of the approved shop drawings from SheaProparties
               Tenant shall submit plans to the County of Orange for
               sign building permit. Changes or modifications required by the
               County of Orange must be reviewed by SheaProperties.

          1.4.3. Scheduling of sign installation shall be coordinated with
               SheaProperties. No signs shall be installed prior to approval by
               SheaProperties. The Tenant is responsible for providing copies of
               the sign/building permit from the County of Orange, and a
               certificate of liability insurance naming SheaProperties as an
               additional insured for liability coverage, prior to schedulion
               any sign installation.

          1.4.4. SheaProperties reserves the right to modify this sign
               (Illegible) consistent with the Aliso Viejo Town Center Sign
               Guidelines.


                                        2

<PAGE>

SIGN PLAN                                                            TOWN CENTER
                                                                  CORPORATE PARK

                                   (ILLEGIBLE)


                                        3
<PAGE>

                                                                     TOWN CENTER
SIGN PLAN                                                         CORPORATE PARK

2.0. SIGNS

     Project and tenant signs at Town Center Corporate Park are used to
     (Illegible) to the corporate business environment and establish the
     identities of (Illegible) Directory signs within buildings provide
     individual building tenant (Illegible).

2.1. GENERAL PROVISIONS

     2.1.1. Fabrication and Installation

          All signs and installation of the signs will conform to the County of
          (Illegible) building and electrical codes as well as sign permit
          requirements. Any illuminated sign or lighting device shall employ
          only lamps emitting (Illegible) of constant intensity.

     2.1.2. Sign Maintenance

          Tenant shall maintain the sign(s) in good order and repair including
          replacement of damaged Plexiglas faces, letters, and/or burned-out
          lighting. Anti-graffiti finish shall be applied to all signs
          (Illegible) to the public.

     2.1.3. Color

          To reinforce project and Tenant identity a single consistent sign
          color shall be applied to all wall signs. Sign color shall be Dark
          Bronze-(Illegible) 41-314-VOC 281-314.

     2.1.4. Design

          Dimensional, reverse channel letters and other sign elements shall be
          affixed to buildings/walls without visible means of attachment.
          Exposed raceways are prohibited. Tenants may use established type
          styles, logos and/or images that are registered trademarks. Tag lines
          or descriptive phrases will not be permitted as part of any sign.

     2.1.5. Sign Area

          The maximum sign area for parapet sign is 48 square feet. The
          (Illegible) of the sign shall be measured by a rectangular box around
          the height (Illegible) of all lettering including any logo.
          Typographical ascenders and descenders shall not be included in the
          rectangular box, nor the (Illegible) calculation of the sign area.
          Refer to EXHIBIT 2.

                                        (BUSINESS SIGN LOGO)


                                       4

<PAGE>

                                                                     TOWN CENTER
SIGN PLAN                                                         CORPORATE PARK

2.2. PROHIBITED SIGNS

     2.2.1. Immoral or Unlawful Advertising

          Exhibiting, posting, displaying, or causing to be exhibited, posted
          (Illegible) displayed, upon any sign anything of obscene, indecent, or
          (Illegible) or unlawful activity shall be prohibited.

     2.2.2. Signs on Doors, Windows or Fire Escapes

          No window or door signs shall be permitted except as noted here
          (Illegible) sign mounted within 12" of windows or doors that is
          oriented outward is considered a window or door sign. Only signs
          required by code (Illegible) ordinance shall be attached to a stand
          pipe.

     2.2.3. Animated, Audible or Moving Signs

          Signs incorporating any electrical message board, moving,
          swinging, rotating, noise making, flashing, blinking, scintillating,
          fluctuating or otherwise animated parts or light used to attract
          attention for the purpose of promoting (either directly or indirectly)
          the sale of products or identifying a tenant are prohibited.

     2.2.4. Outdoor Advertising Structure or Sign

          Signs placed for the purpose of advertising products or services that
          are not produced, stored or sold on the property upon which the signs
          are located are prohibited. Outdoor advertising structures or
          (Illegible) devices such as attraction boards, posters, banners.

     2.2.5. Vehicle Signs

          No vehicle, including trailers, shall be parked in Town Center
          Corporate Park for the principal purpose of advertising or display.
          All vans and trucks owned and operated by tenants/occupants of the
          subject buildings shall be parked in the parking area (at the rear of
          the buildings) (Illegible) during the course of deliveries. Vehicle or
          other signs or devices on common area or in the public right-of-way
          when used as advertising devices or displays are prohibited.

     2.2.6. Interior Signs

          Unless otherwise approved by SheaProperties with Site Plan Materials,
          interior signs visible from the exterior, designed or installed in an
          externally-oriented manner are prohibited.

     2.2.7. Roof Signs

          No roof signs or roof-mounted signs shall be permitted, including
          ballons or other inflatable devices.

     2.2.8. Advertising Devices

          No advertising devices promoting tenants other than those in Town
          Center Corporate Park shall be permitted.

     2.2.9. All painted window signs, A-frame signs, sandwich board signs,
          including, free standing signs such as "Lotto" signs and flags are
          prohibited (Illegible) all times.


                              5

<PAGE>

                                                                     TOWN CENTER
SIGN PLAN                                                         CORPORATE PARK

2.3. PERMITTED SIGNS

     Town Center Corporate Park provides for a variety of tenant sizes, from
     multiple building occupancy to smaller partial floor occupancy. The
     permitted signs, type, materials and sign location shall vary depending on
     the size of tenant (Illegible). Building Parapet and Wall sign criteria
     have been developed for tenant identification. The general locations of
     permitted signs are Indicated on Exhibit 3.

     2.3.1. BUILDING PARAPET SIGN

          The use of corporate logo/type on building parapet signs is
          encouraged. Parapet signs shall be constructed as reverse channel,
          illuminated (Illegible). Descriptive phrases are not permitted. Refer
          to Exhibit 4 for specifications.

          A maximum of two parapet signs is permitted for each building and each
          sign shall not exceed a Sign Area of 48 square feet as defined in
          2.1.5. of this document and Exhibit 2.

          Parapet signs shall be located on separate building elevations and
          shall not occur at the same building corner. Refer to Appendix for
          specific locations available for Building Parapet Signs

          The maximum letter height or logo when used as sign shall be 42".

     2.3.2. WALL SIGN

          A maximum of 4 tenants may be identified on a building. Signs shall be
          generally located adjacent to the leasehold primary entry. Refer to
          Exhibit 5 for specifications.

          Maximum letter height shall be 9". Sign area shall not exceed a
          maximum of 35 square feet per sign.

     2.3.3. PROJECT IDENTIFICATION MONUMENT

          Two (2), Town Center Corporate Park identification signs, shall be
          constructed perpendicular to adjacent arterial streets, Pacific Park
          Drive and Laguna Hills Drive. Refer to Exhibit 6 for specifications.


                                        6
<PAGE>

SIGN PLAN                                                            TOWN CENTER
                                                                  CORPORATE PARK

EXHIBIT 3
TYPICAL
SIGN LOCATIONS

                              [LAGUNA HILLS DRIVE]

[T] BUILDING PARAPET SIGN

(T) ALTERNATIVE LOCATION

[MT] WALL SIGNS FOR MULTIPLE TENANTS

[A] TOWN CENTER CORPORATE PARK MONUMENT SIGN


                                       7

<PAGE>

SIGN PLAN                                                            TOWN CENTER
                                                                  CORPORATE PARK

EXHIBIT 4
BUILDING PARAPET SIGN
SPECIFICATIONS

[T]
                            [IMAGE OF BUILDING PLAN]


                                        8

<PAGE>

SIGN PLAN                                                            TOWN CENTER
                                                                  CORPORATE PARK

EXHIBIT 5
WALL SIGN
SPECIFICATIONS

[MT]

                 [IMAGE OF TYPICAL BUILDING ELEVATION AT ENTRY]

                 [IMAGE OF TYPE FACE COPPERPLATE 30AB (ADOBE)]


                                        9

<PAGE>

SIGN PLAN                                                            TOWN CENTER
                                                                  CORPORATE PARK

EXHIBIT 6
MONUMENT SIGNS

[A]

                      [IMAGE OF TOWN CENTER CORPORATE PARK]

                              [PACIFIC PARK DRIVE]

                              [LAGUNA HILLS DRIVE]


                                       10

<PAGE>
\
SIGN PLAN                                                            TOWN CENTER
                                                                  CORPORATE PARK

                                    APPENDIX
                              BUILDING PARAPET SIGN
                                TYPICAL LOCATION


                                       11

<PAGE>

SIGN PLAN                                                            TOWN CENTER
                                                                  CORPORATE PARK

26800 LAGUNA HILLS DRIVE
PARAPET SIGN LOCATIONS                                                APPENDIX A

                   [IMAGE OF SOUTH ELEVATION (BUILDING ENTRY)]

                           [IMAGE OF NORTH ELEVATION]

                 [IMAGE OF WEST ELEVATION (LUGANA HILLS DRIVE)]


                                       12

<PAGE>

SIGN PLAN                                                            TOWN CENTER
                                                                  CORPORATE PARK

26840 LAGUNA HILLS DRIVE
PARAPET SIGN LOCATIONS                                              APPENDIX A-2

                   [IMAGE OF WEST ELEVATION (BUILDING ENTRY)]

                            [IMAGE OF EAST ELEVATION]


                                       13

<PAGE>

SIGN PLAN                                                            TOWN CENTER
                                                                  CORPORATE PARK

26880 LAGUNA HILLS DRIVE
PARAPET SIGN LOCATIONS                                              [ILLEGIBLE]

                   [IMAGE OF WEST ELEVATION (BUILDING ENTRY)]

                            [IMAGE OF EAST ELEVATION]


                                       14

<PAGE>

SIGN PLAN                                                            TOWN CENTER
                                                                  CORPORATE PARK

26940 LAGUNA HILLS DRIVE
PARAPET SIGN LOCATIONS                                              [ILLEGIBLE]

                   [IMAGE OF WEST ELEVATION (BUILDING ENTRY)]

                            [IMAGE OF EAST ELEVATION]

                 [IMAGE OF SOUTH ELEVATION (PACIFIC PARK DRIVE)]


                                       15

<PAGE>

SIGN PLAN                                                            TOWN CENTER
                                                                  CORPORATE PARK

26970 LAGUNA HILLS DRIVE
PARAPET SIGN LOCATIONS                                               [ILLEGIBLE]

                   [IMAGE OF NORTH ELEVATION (BUILDING ENTRY)]

                 [IMAGE OF SOUTH ELEVATION (PACIFIC PARK DRIVE)]

                 [IMAGE OF WEST ELEVATION (LAGUNA HILLS DRIVE)]


                                       16
<PAGE>

                                   EXHIBIT "H"

                       TENANT ENVIRONMENTAL QUESTIONNAIRE

The purpose of this form is to obtain information regarding the use or proposed
use of hazardous materials at the Premises. Prospective tenants should answer
the questions in light of their proposed operations (Illegible) Premises.
Existing tenants should answer the questions as they relate to ongoing
operations at the Premises. (Illegible) any information previously submitted. If
additional space is needed to answer the questions, you (Illegible) separate
sheets of paper to this form.

Your cooperation in this matter is appreciated.

1.   GENERAL INFORMATION

     Name of Responding Company: _______________________________________________

     Check the Applicable Status: Prospective Tenant _______ Existing Tenant ___

     Mailing Address: __________________________________________________________

     Contact Person and Title: _________________________________________________

     Telephone Number: (________) _______________________

     Address of Leased Premises: _______________________________________________

     Length of Lease Term: _____________________________________________________

     Describe the proposed operations to take place on the Premises, including
     principal product (Illegible) or services to be conducted. Existing
     tenants should describe any proposed changes to (Illegible).
     ___________________________________________________________________________

2.   STORAGE OF HAZARDOUS MATERIALS

2.1  Will any hazardous materials be used or stored on-site?

     Wastes   Yes ____ No _____

     Chemical Products   Yes ____ No _____

2.2 Attach a list of any hazardous materials to be used or stored, the
quantities that will be on-site at any given time, and the location and method
of storage (e.g., 55-gallon drums on concrete pad).

3.   STORAGE TANKS AND SUMPS

3.1 Is any above or below ground storage of gasoline, diesel or other hazardous
substances in tanks or sumps proposed or currently conducted at the Premises?

     Yes ____ No ____

     If yes, describe the materials to be stored, and the type, size and
     construction of the sump or tank (Illegible) copies of any permits obtained
     for the storage of such substances.

3.2 Have any of the tanks or sumps been inspected or tested for leakage?

     Yes ____ No ____

     If so, describe. __________________________________________________________

3.3 Have any spills or leaks occurred from such tanks or sumps?

     Yes ____ No ____

3.4 Were any regulatory agencies notified of the spill or leak?

     Yes ____ No ____

     If so, attach copies of any spill reports filed, any clearance letters or
     other correspondence from (Illegible) agencies relating to the spill or
     leak.

3.5 Have any underground storage tanks or sumps been taken out of service or
removed?

     Yes ____ No ____

                                       Exhibit "H" - Environmental Questionnaire


                                       -1-

<PAGE>

     If yes, attach copies of any closure permits and clearance obtained from
     regulatory (Illegible) to closure and removal of such tanks.

4.   SPILLS

4.1 During the past year, have any spills occurred at the premises?

     Yes ____ No ____

     If yes, please describe the location of the spill.

     ___________________________________________________________________________

     ___________________________________________________________________________

4.2 Were any agencies notified in connection with such spills?

     Yes ____ No ____

     If yes, attach copies of any spill reports or other correspondence with
     regulatory agencies.

4.3 Were any clean-up actions undertaken in connection with the spills?

     Yes ____ No ____

     Attach copies of any clearance letters obtained from any regulatory
     agencies involved and the results of any final soil or groundwater
     sampling done upon completion of the clean-up work.

5.   WASTE MANAGEMENT

5.1 Has your company been issued an EPA Hazardous Waste Generator I.D. Number?

     Yes ____ No ____

5.2 Has your company filed a biennial report as a hazardous waste generator?

     Yes ____ No ____

     If so, attach a copy of the most recent report filed.

5.3 Attach a list of the hazardous wastes, if any, generated or to be generated
at the Premises, (Illegible) class and the quantity generated on a monthly
basis.

5.4 Describe the methods of disposal for each waste. Indicate where and how
often disposal will take place.

     _____ On-site treatment or recovery         _______________________________

     _____ Discharged to sewer                   _______________________________

     _____ Transposed and disposed of off-site   _______________________________

     _____ Incinerator                           _______________________________

5.5 Indicate the name of the person(s) responsible for maintaining copies of
hazardous waste (Illegible) completed for off-site shipments of hazardous waste.

     ___________________________________________________________________________


5.6 Is any treatment of processing of hazardous wastes currently conducted or
(Illegible) to be (Illegible) at the Premises:

     Yes ____ No ____

     If yes, please describe any existing or proposed treatment methods. _______
     ___________________________________________________________________________

5.7 Attach copies of any hazardous waste permits or licenses issued to your
company with respect to the operations at the Premises.

6.   WASTEWATER TREATMENT/DISCHARGE

6.1 Do you discharge wastewater to:

     _____ Storm drain?      _____ Sewer?

                                       Exhibit "H" - Environmental Questionnaire


                                       -2-

<PAGE>

     _____ Surface water?     _____ No industrial discharge

6.2 Is your wastewater treated before discharge?

     Yes ____ No ____

     If yes, describe the type of treatment conducted.

     ___________________________________________________________________________

     ___________________________________________________________________________

6.3 Attach copies of any wastewater discharge permits issued to your company
with respect to its operations at the Premises.

7.   AIR DISCHARGES

7.1 Do you have any filtration systems or stacks that discharge into the air?

     Yes ____ No ____

7.2 Do you operate any of the following types of equipment or any other
equipment requiring an air emissions permit?

     _____ Spray booth

     _____ Dip tank

     _____ Drying oven

     _____ Incinerator

     _____ Other (please describe) _____________________________________________

     _____ No equipment requiring air permits

7.3 Are air emissions from your operations monitored?

     Yes ____ No ____

     If so, indicate the frequency of monitoring and a description of the
     monitoring results.

     ___________________________________________________________________________

7.4 Attach copies of any air emissions permits pertaining to your operations at
the Premises.

8.   HAZARDOUS MATERIALS DISCLOSURES

8.1 Does your company handle hazardous materials in a quantity equal to or
exceeding an aggregate of 500 pounds, 55 gallons or 200 cubic feet per month?

     Yes ____ No ____

8.2 Has your company prepared a hazardous materials management plan pursuant to
any applicable requirements of a local fire department or governmental agency?

     Yes ____ No ____

     If so, attach a copy of the business plan.

8.3 Has your company adopted any voluntary environmental, health or safety
program?

     Yes ____ No ____

     If so, attach a copy of the program.

9.   ENFORCEMENT ACTIONS, COMPLAINTS

9.1 Has your company ever been subject to any agency enforcement actions,
administrative orders, or consent decrees?

     Yes ____ No ____

                                       Exhibit "H" - Environmental Questionnaire


                                       -3-

<PAGE>

     If so, describe the actions and any continuing compliance obligations
     imposed as a result of these actions.

     ___________________________________________________________________________

9.2 Has your company ever received requests for information, notice or demand
letters, or any other inquiries regarding its operations?

     Yes ____ No ____

9.3 Have there ever been, or are there now pending, any lawsuits against the
company regarding any environmental or health and safety concerns?

     Yes ____ No ____

9.4 Has an environmental audit ever been conducted at your company's current
facility?

     Yes ____ No ____

     If so, identify who conducted the audit and when it was conducted.

                                        EYEONICS, INC., a Delaware corporation


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------
                                        Date:
                                              ----------------------------------

                                       Exhibit "H" - Environmental Questionnaire


                                       -4-
<PAGE>

                                  EXHIBIT "I"

                          TENANT IMPROVEMENT STANDARDS

                     [intentionally omitted/not applicable]

                                      Exhibit "I" - Tenant Improvement Standards

<PAGE>

                                   EXHIBIT "K"

                      STANDARDS FOR UTILITIES AND SERVICES

     The furnishing of building services and utilities to Tenant shall be
accomplished in accordance with and subject to the terms and conditions set
forth in this Exhibit "K" and elsewhere in the Lease. Landlord reserves the
right to adopt from time to time such reasonable modifications and additions
hereto as Landlord may deem appropriate.

1. As used in this Lease, the term "Building Hours" means the normal business
hours of the Building published by Landlord from time to time. Current Building
Hours are Monday through Friday, 8:00 am. to 6:00 p.m. and Saturday, 8:00 a.m.
to 1:00 p.m., excepting state and federal holidays. Subject to the full
performance by Tenant of all of Tenant's obligations under the Lease, Landlord
shall, during Building Hours, provide to the Premises (i) water and (ii)
heating, ventilation and air conditioning ("HVAC") when in the judgment of
Landlord or Tenant, it may be required for the comfortable occupancy of the
Premises for general office purposes (subject, however, to any governmental act,
proclamation or regulation). Landlord shall not be responsible for any room
temperatures if Tenant's lighting and receptacle loads exceed standard office
lighting and receptacle loads. Current charge for HVAC use outside Building
Hours is $35 per hour.

2. No electrical equipment, air conditioning or heating units, or plumbing
additions shall be installed, nor shall any changes to me Building's HVAC,
electrical or plumbing systems be made which would possibly adversely affect the
Building or such systems without prior written consent of Landlord, which
consent shall be subject to Landlord's sole and absolute discretion. Landlord
reserves the right to designate and/or approve the contractor to be used by
Tenant. Any permitted installations shall be made under Landlord's supervision.
Tenant shall pay any additional cost on account of any increased support to the
floor load or additional equipment required for such installations, and such
installations shall otherwise be made in accordance with the Lease.

3. Landlord shall not provide in the Premises reception outlets or television or
radio antennas for television or radio broadcast or reception, and Tenant shall
not install any such equipment without the prior written consent of Landlord
which can be withheld in Landlord's sole and absolute discretion.

4. Tenant shall not, without the prior written consent of Landlord, (a) use any
apparatus, machine or device in the Premises which will in any way increase the
amount of electricity or water usually furnished or supplied for use of the
Premises as general office space, or (b) connect with electric current, except
through existing outlets in the Premises, any apparatus or device for the
purpose of using electric current in excess of that usually furnished supplied
for use of the Premises as general office space.

5. Tenant shall separately arrange with the applicable local public authorities,
utility companies and telephone companies, as the case may be, for the
furnishing of, and payment of, all telephone services as may be required by
Tenant in the use of the Premises; provided, however, that Tenant shall neither
bear the cost of nor be responsible for installation of the telephone wiring
stubbed to the telephone room. Tenant shall directly pay for such telephone
services, including the establishment and connection thereof, at the rates
charged for such services by said authority, telephone company or utility, and
the failure of Tenant to obtain or to continue to receive such services for any
reason whatsoever shall not relieve Tenant of any of its obligations under the
Lease by Landlord.

6. Tenant acknowledges and understands that at the commencement of the Term, if
this is a new Building, portions of the Building, and the Project and the
Building's HVAC, security (if any), electrical and/or plumbing systems may not
be fully completed, adjusted and running smoothly and that Tenant will suffer
certain annoyances and inconveniences. These annoyances and inconveniences shall
not give rise to any rent abatement or reduction or create any outer claim by
Tenant against the Landlord.

7. Tenant shall cooperate fully at all times with Landlord to assure compliance
with, and shall abide by, (a) all regulations and requirements which Landlord
may prescribe for the proper functioning and protection of the Building's HVAC,
electrical, security (if any), and/or plumbing systems, and (b) all laws,
statutes, ordinances and governmental rules and regulations now in force or
which may later be enacted or promulgated in connection with building services
furnished to the Premises, including, without limitation, any governmental
rule or regulation relating to the heating and cooling of the Building.

                                Exhibit "K" - Standards for Utilities & Services

<PAGE>

                                  EXHIBIT "L"

                            FORM OF LETTER OF CREDIT

                     [intentionally omitted/not applicable]

                                             Exhibit "L" - Form Letter of Credit
<PAGE>

                              RIDER NO.1 TO LEASE

                             EXTENSION OPTION RIDER

This Rider No. 1 is made December __, 2005, between ALISO VIEJO TOWN CENTER
CORPORATE PARK LLC, a California limited liability company ("LANDLORD"), and
EYEONICS, INC., a Delaware corporation ("TENANT"). This Rider is attached to and
constitutes a part of that certain Triple Net Lease of even date herewith (the
"LEASE") between Landlord and Tenant. If there is any inconsistency between the
provisions of this Rider and the other provisions of this Lease, the provisions
of this Rider shall control.

1. TERMS. Except as the context otherwise requires and unless otherwise
expressly provided herein, the capitalized terms in this Rider shall have the
same meanings as any similarly capitalized terms defined in the Lease or in any
Rider attached to the Lease.

2. OPTION TO EXTEND. Landlord hereby grants to Tenant one (1) option to extend
the Term for a period of three (3) years (the "EXTENSION TERM"), commencing when
the Term expires, upon each and all of the following terms and conditions:

a. Tenant gives to Landlord, and Landlord receives, written notice of the
exercise ("NOTICE OF EXERCISE") of the option to extend the Lease no earlier
than twelve (12) months and no later than six (6) months prior to the expiration
of the Term. If the Notice of Exercise is not so given and received, this option
shall automatically lapse.

b. Tenant shall not be in default on the date Landlord receives the Notice of
Exercise and on the first day of the Extension Term.

c. All of the terms and conditions of the Lease, except where specifically
modified by this option, shall apply.

3. ADJUSTMENT OF MONTHLY BASIC RENT UPON EXERCISE OF OPTION. The Monthly Basic
Rent payable on the first day of each month of the first year of the Extension
Term shall be the greater of (i) the Fair Market Rent (calculated in accordance
with Paragraph 4 below) or (ii) one hundred percent (100%) of the Monthly Basic
Rent payable by Tenant under the Lease during the last full calendar month
immediately preceding the first day of the Extension Term. Upon proper exercise
of this option, the term "Term" shall be deemed to include the Extension Term.

4. FAIR MARKET RENT. As used in this Rider, "FAIR MARKET RENT" means the monthly
fair market rental of the Premises for the then highest and best use permitted
by applicable zoning ordinances and the covenants, conditions and restrictions
applicable to the Premises, including applicable periodic adjustments. If Tenant
exercises its option to extend the term of the Lease, the Fair Market Rent shall
be determined by appraisal in the manner set forth in this Rider. Landlord
shall give Tenant notice of Landlord's determination of the Fair Market Rent
("LANDLORD'S DETERMINATION") not later than ninety (90) days prior to the first
day of the Extension Term. Landlord's Determination shall be conclusive unless
Tenant (i) within ten (10) days after Tenant's receipt of Landlord's
Determination gives written notice to Landlord of Tenant's objection to
Landlord's Determination and employs and pays a real property MAI appraiser to
determine the Fair Market Rent ("TENANT'S APPRAISAL"), and (ii) within thirty
(30) days after Tenant's receipt of Landlord's Determination submits to Landlord
in writing Tenant's Appraisal and a summary of the bases and assumptions
supporting Tenant's Appraisal. If within ten (10) days after Landlord's receipt
of Tenant's Appraisal, Landlord and Tenant do not establish the Fair Market Rent
by agreement Landlord shall employ and pay a real property MAI appraiser to
determine the Fair Market Rent and submit in writing such appraisal ("LANDLORD'S
APPRAISAL") to Tenant no later than thirty (30) days after Landlord's receipt of
Tenant's Appraisal. If Landlord's Appraisal and Tenant's Appraisal differ by
less than ten percent (10%), the greater of the two (2) appraisals shall be the
Fair Market Rent. If Landlord's Appraisal and Tenant Appraisal differ by more
than ten percent (10%), the two appraisers shall be instructed to appoint a
third real property MAI appraiser to determine the Fair Market Rent ("THIRD
APPRAISAL"). Landlord and Tenant shall each pay one-half (1/2) the cost of the
Third Appraisal. The Fair Market Rent shall be the average of the two highest of
the three appraisals. The Fair Market Rent, as so determined, shall be binding
upon Landlord and Tenant and may be confirmed at the request of either Landlord
or Tenant as a judgment in any court of competent jurisdiction. If the Fair
Market Rent is not determined prior to the first day of the Extension Term,
Tenant shall pay Monthly Basic Rent during such Extension Term based upon
Landlord's Determination ("INTERIM PAYMENTS") until the Fair Market Rent is
determined as set forth herein. If the Monthly Basic Rent payments as finally
determined ("FINAL INSTALLMENTS") exceed the Interim Payments, Tenant shall pay
promptly to Landlord the difference between the Final Installments and the
Interim Payments actually paid by Tenant. If the Final Installments are less
than the Interim Payments, Landlord shall refund promptly to Tenant the
difference between the Interim Payments actually paid by Tenant and the Final
Installments.

5. PRORATION OF MONTHLY BASIC RENT. Upon exercise of this option, Monthly Basic
Rent for any partial month at the beginning of the Extension Term shall be
prorated on a per diem basis from the first day of the Extension Term to the
last day of the month during which the Extension Term commences. Such prorated
portion shall be paid on the first day of the Extension Term.

6. NO DEFAULTS. If during any consecutive twelve (12) calendar months during the
Term there occur more than one monetary (1) default by Tenant (even though such
defaults are subsequently cured by Tenant), Tenant's option to extend shall,
upon written notice from Landlord to Tenant, be terminated and shall thereafter
be of no further force or effect.

                                          Rider No. 1 - Extension Option Riders

<PAGE>

7. NO ASSIGNMENT. Tenant's Extension Option is personal to the original Tenant
executing (Illegible) and may not be exercised or assigned, voluntarily or
involuntarily, by or to any person or entity (Illegible) Tenant.

                                        ALISO VIEJO TOWN CENTER CORPORATE PARK
                                        LLC,
                                        a California limited liability company

                                        By: J. F. Shea Co., Inc., a Nevada
                                            corporation Its Manager


                                        By: /s/ GILBERT L. NEILSON
                                            ------------------------------------
                                            GILBERT L. NEILSON
                                            ASSISTANT SECRETARY


                                        By:
                                            ------------------------------------
                                        Its:
                                             -----------------------------------
                                             "LANDLORD"


                                        EYEONICS, INC., a Delaware corporation


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Its: CEO


                                        By: /s/ Illegible
                                            ------------------------------------
                                        Its: CFO
                                             "TENANT"

                                          Rider No. 1 - Extension Option Riders