TERMINATION AGREEMENT

            This TerminationAgreement (this "Agreement") dated for reference purposes only as of October 3,2002, is made by and between SKS/FBOP ASSOCIATES, LLC, a California limited liabilitycompany ("Landlord") POINT WEST CAPITAL CORPORATION, a Delaware corporation("Tenant"), and. MYCFO, Inc., a Delaware corporation ("Subtenant").

RECITALS:

            A. Landlord andTenant previously entered into that certain Office Lease dated as of May 26, 1999 (the"Lease") for certain premises (the "Premises") consisting ofapproximately 6,150 square feet commonly known as Suite 250 on the second (2nd) floor ofthe building ("Building") located at 1700 Montgomery Street, San Francisco,California, as more particularly described in the Lease.

            B. Tenant subleasesa portion of the Premises to Subtenant in accordance with that certain sublease datedMarch 23, 2001 (the "Sublease"). Landlord granted its consent to the Subleasepursuant to that certain Sublease Consent and Agreement dated as of May 2001 by andbetween Landlord, Tenant and Subtenant (the "Sublease Consent").

            C. The term of theLease commenced on June 1, 1999 and is scheduled to expire on May 31, 2004.

            D. Tenant desires toterminate the Lease and any other rights or interests Tenant may have in the Premisesprior to the scheduled expiration date of the Lease, and Landlord and Tenant are willingto agree to such early termination upon the terms and conditions set forth below.

            E. Tenant desires toterminate the Sublease and any other rights or interests Subtenant may have in theSublease Premises pursuant to the Sublease prior to the scheduled expiration date of theSublease, and Tenant and Subtenant are willing to agree to such early termination upon theterms and conditions set forth below.

            NOW, THEREFORE, inconsideration of the respective promises and covenants of the parties hereinafter setforth and for other good and valuable consideration, the receipt and sufficiency of whichare hereby acknowledged, the parties agree as follows:

            1. Definitions.All capitalized terms not otherwise defined herein shall have the same meaning as in theLease.

            2. LeaseTermination. Landlord and Tenant hereby agree that the Lease shall terminate as ofOctober 15, 2002 (the "Termination Date"). From and after the Termination Date,Tenant and Landlord shall have no further rights, obligations or claims with respect toeach other arising under the Lease, except that the parties shall remain liable for allobligations (a) accruing prior to the Termination Date, (b) which by their termsexpressly survive the termination of the Lease, and (c) which arise under thisAgreement. Tenant hereby agrees that, effective as of the date of this Agreement, any andall options granted to Tenant under the Lease to extend the term of the Lease and anyrights of first refusal or first offer granted to Tenant under the Lease shall be of nofurther force or effect. Landlord and Tenant represent that, as of the date hereof,neither has any knowledge of any default under the Lease by the other nor any event orcircumstance which, with the passage of time, would result in a default under the Lease.

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            3.            Sublease Termination.Tenant and Subtenant hereby agree that the Sublease shall terminate as of the TerminationDate. From and after the Termination Date, Tenant and Subtenant shall have no furtherrights, obligations or claims with respect to each other arising under the Sublease afterthe Termination Date. Subtenant and Tenant represent that, as of the date hereof, neitherhas any knowledge of any default under the Sublease by the other nor any event orcircumstance which, with the passage of time, would result in a default under theSublease.

            4.            Surrender. On orbefore the Termination Date, Tenant shall remove all of its personal property, including,without limitation, furniture, equipment and product inventory, and shall vacate andsurrender the Premises to Landlord in a clean and orderly condition, to Landlord'ssatisfaction, and otherwise in the condition required under Paragraph 9 of the Lease.Tenant shall reimburse Landlord for the cost of removing any personal property or debrisleft in the Premises by Tenant within ten (10) days after receipt of an invoice therefor.In addition, on the Termination Date, Subtenant shall ensure that the sublease premisessubleased pursuant to the Sublease is in the condition required under the Sublease.

            5.            Termination Fee.In consideration for the termination of the Lease and/or to compensate Landlord for thelosses and damages it will suffer as a result of such termination, Tenant shall pay toLandlord, as additional rent, the sum of Eighty-Seven Thousand Nine Hundred Eighty-Sevenand 50/100 Dollars ($87,987.50) (the "Termination Fee"). The Termination Feeshall be paid by Tenant as follows: (a) concurrently with Tenant's execution and deliveryof this Agreement to Landlord, Tenant shall deliver to Landlord Sixty-Eight ThousandDollars ($68,000.00) by certified or cashier's check, and (b) upon the Termination Date,Landlord shall be entitled to retain Tenant's Security Deposit in the amount of NineteenThousand Nine Hundred Eighty-Seven and 50/100 Dollars ($19,987.50); provided, however, ifTenant fails to surrender the Premises on or before the Termination Date in the conditionrequired hereunder or fails to keep and perform any of the other required terms, covenantsand conditions of the Lease, Landlord shall have the right to apply the entire SecurityDeposit or so much thereof as may be necessary to compensate Landlord for the costs ofrestoring the Premises to the condition required hereunder, or any other loss or damagesustained or suffered by Landlord due to such breach on the part of Tenant, and Tenantshall no longer be entitled to a credit against the Termination Fee for the portion soapplied. If, therefore, Landlord applies all or a portion of the Security Deposit as setforth above, Tenant shall deliver to Landlord a certified or cashier's check in the amountso applied within five (5) days after notice thereof. 

            6.            Sublease SecurityDeposit. Tenant has not transferred to Landlord all or any portion of the securitydeposit held by Tenant in connection with the Sublease, and Landlord has no liability withrespect to such security deposit. 

            7.            Representations,Warranties, and Covenants of Tenant. Tenant represents, warrants, and covenants toLandlord that:

                           (a) Tenant shall fully and faithfully perform through the Termination Date all obligationsrequired to be performed by Tenant under the Lease.

                           (b) On or prior to the Termination Date, Tenant shall terminate, effective as of theTermination Date, all contracts and agreements to which Tenant is a party and whichconcern the Premises.

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                           (c) Tenant shall vacate and surrender the Premises in accordance with the provisions ofthe Lease and this Agreement on or before the Termination Date.

                           (d) Tenant has not previously assigned, sublet, transferred or conveyed any portion of itsinterest in the Lease, except pursuant to the Sublease, or assigned or transferred anyclaim, demand, obligation, liability, action or cause of action arising out of or underthe Lease, and Tenant further covenants not to do so prior to the Termination Date. 

                           (e) All rights of Tenant to possess or occupy the Premises are and shall be terminated asof the Termination Date, and Tenant covenants to surrender the Premises to Landlord freeof any rights of occupancy created or granted by Tenant. 

                           (f) Nothing has been or will be done or suffered whereby any alterations, decorations,installations, additions or improvements in and to the Premises or any part thereof, havebeen or will be encumbered in any way whatsoever, and that Tenant owns and will have goodright to surrender the same.

                       (g) Tenant did not use, manufacture, store, or dispose of any hazardous or controlledsubstances or wastes which are regulated by any state, local or federal laws or ordinanceson the Premises and to the best of Tenant’s knowledge, no such hazardous orcontrolled substances or wastes have been spilled or otherwise disposed of on the Premisesduring the term of the Lease.

                       (h) Tenant has not made a general assignment for the benefit of creditors, filed anyvoluntary petition in bankruptcy, suffered the filing of any involuntary petition inbankruptcy, suffered the appointment of a receiver, or admitted in writing its inabilityto pay its debts as they become due.

            8.        Holdover. If Tenant fails to vacate andsurrender the Premises in the condition required herein on the Termination Date inaccordance with the provisions of this Agreement, Tenant shall be deemed a holdover tenantpursuant to Paragraph 21 of the Lease. Tenant shall protect, indemnify, defend and holdLandlord harmless from and against all claims, loss, damages, causes of action, liability,costs or expenses (including, without limitation, reasonable attorneys' fees) arising fromor in connection with or caused by Tenant's failure to surrender the Premises in thecondition required herein on to the Termination Date, including, without limitation, anyclaims by succeeding tenants.

            9.        Contingency Regarding Payments. In theevent any covenant, assignment, payment of money, transfer of property rights or grantingof any release or other benefit by Tenant is held to be fraudulent, preferential orotherwise voidable or recoverable in whole or in part for any reason whatsoever under theUnited States Bankruptcy Code or any other federal or state law (a "VoidableTransfer") and Landlord is required to repay or restore any such Voidable Transfer orthe amount or value thereof, then all liability of Tenant under the Lease and any otheragreement between Tenant and Landlord for all losses, damages, costs and expenses ofLandlord shall automatically be revived, reinstated and restored and shall exist as ifthis Agreement had not been entered into, except that the termination of Tenant'sright to possession of the Premises shall remain in full force and effect as of theTermination Date. This Section 9 shall expressly survive termination of the Lease.

            10. Miscellaneous.

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            (a) Authority.Each party represents that it has full power and authority to enter into this Agreement;the execution, delivery and performance of this Agreement by such party have been duly andvalidly authorized by all necessary action on the part of such party and all requiredconsents and approvals have been duly obtained; and the person or persons executing thisAgreement on behalf of the applicable party are authorized to do so.

            (b) Time of theEssence. Time is of the essence of each and every obligation arising under thisAgreement.

            (c) Successorsand Assigns. This Agreement shall be binding upon and inure to the benefit of theparties hereto and their respective successors and assigns.

            (d) Survival.The covenants, representations and warranties, releases, and indemnification obligationsof Tenant under this Agreement, and any obligations of Tenant under the Lease which bytheir terms expressly survive termination, shall survive the termination of the Lease. 

            (e) GoverningLaws. This Agreement shall be construed under and shall be governed by the laws of theState of California.

            (f)        Construction and Enforceability. ThisAgreement is the product of negotiations between the parties and shall not be construedstrictly for or against either party. If any provision of this Agreement shall be held tobe invalid or unenforceable, it shall be adjusted rather than voided, if possible, inorder to give effect to the intent of the parties, and all other provisions of thisAgreement shall continue in full force and effect to the extent permitted by law.

            (g) Attorneys'Fees. If either party to this Agreement shall bring any action for any relief againstthe other, declaratory or otherwise, arising out of this Agreement, the losing party shallpay to the prevailing party a reasonable sum for attorneys' fees and costs incurred inconnection with such suit, including appeals. Any judgment or order entered in such actionshall contain a specific provision providing for the recovery of attorneys' fees and costsincurred in enforcing such judgment.

            (h) Interest.Any portion of the Termination Fee not paid when due shall bear interest at the InterestRate specified in Paragraph 3(c) of the Lease.

            (i)        Further Assurances. Landlord and Tenantagree without further consideration to execute and deliver such other documents and totake such other action as may be necessary to consummate the purposes of this Agreement.

            (j)        Notices. All notices, demands or othercommunications given pursuant to this Agreement shall be in writing and shall be deemedgiven if given in the manner specified in Paragraph 25(k) of the Lease; provided, however,Tenant's address for notices after the Termination Date shall be:_________________________________________________.

            (k) EntireAgreement. This Agreement sets forth the entire understanding of the parties inconnection with the subject matter hereof. Neither of the parties hereto has made anystatement, representation or warranty in connection herewith except those expressly setforth herein, which has been relied upon by the parties hereto or which has acted asinducement for the parties to enter into this Agreement.

[Signatures follow on next page.]

 

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            IN WITNESS WHEREOF,the parties have executed this Agreement as of the date first set forth above.

 

 

| **TENANT:**                                       |
|---------------------------------------------------|
| POINT WEST CAPITAL CORPORATION,                   |
| a Delaware corporation                            |
|                                                   |
| By:    John Ward Rotter            |
| /s/     John Ward Rotter |
|                                                   |
| Title:   CEO                            |
|                                                   |

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** ****LANLORD:**SKS/FBOP ASSOCIATES, LLC,a Delaware limited liability companyBy Cisco SKS LLC, a Delaware limited liability            company,  Its MemberBy SKS Investments, LLC, a Delaware limited liability company,    its          Managing MemberBy:    Paul Stein/s/     Paul SteinTitle:   Member
 
**SUBTENANT:**MYCFO, Inc., a Delawarea Delaware corporationBy:    Steve  Debenham/s/     Steve   DebenhamTitle:   SVPBy:      James Carbo            James    Carbo               Managing Director
 

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