COURTHOUSE
      SQUARE 

    LEASE
      AGREEMENT

    


    This
      Courthouse Square Lease Agreement ("Lease") is made and entered into this
      30th
      day of
      September, 2008, by
      and
      between the CITY OF HANFORD, a municipal corporation, with its principal place
      of business in the City of Hanford, County of Kings, State of California
      (hereinafter referred to as "Landlord"), and Global
      Food Technologies, Inc.,
      a
      Delaware Corporation with its principal place of business in the City
      of
      Hanford,
      County
      of Kings,
      State
      of California, (hereinafter referred to as "Tenant").

    


    WITNESSETH:
      that;

    


    The
      parties hereto, in consideration of the rental hereinafter reserved and the
      covenants and agreements hereinafter set forth, do make and enter into the
      following Agreement of Lease:

    


    
      	 	
              1.

            	
              PREMISES

            


    

    


    Landlord
      hereby leases to Tenant and Tenant hereby hires and takes from Landlord, at
      the
      rental rate, and upon the conditions hereinafter set forth, those certain
      premises identified as 113 Court Street comprising and area of approximately
      3,420
      square
      feet of the Courthouse Square Building, together with all rights and
      appurtenances as set forth herein, being located in the City of Hanford, County
      of Kings, State of California, and more commonly known as 113 Court Street,
      Suites 205, 206, 207, 208, 209 & 210, Hanford, California 93230
      (“Premises’). 

     

    
      	
              113
                Court Street, Hanford

            	
              Suite
                205/206/207

            	
              1322
                square feet

            
	
              113
                Court Street, Hanford

            	
              Suite
                208

            	
              739
                square feet

            
	
              113
                Court Street, Hanford

            	
              Suite
                209

            	
              731
                square feet

            
	
              113
                Court Street, Hanford

            	
              Suite
                210

            	
              628
                square feet

            
	 	 	 
	 	
              Total
                Premises Leased

            	
              3,420
                square feet

            


    

    


    
      	 	
              2.

            	
              FACILITY
                COMMON AREAS

            


    

    


    The
      term
      "common areas" means all areas and facilities outside the Premises and within
      the interior and exterior boundaries of the Courthouse Square Building within
      which the Premises is located that are provided and designated by Landlord
      from
      time to time for the general use and convenience of Tenant and of other tenants
      of the Courthouse Square Building and their respective authorized
      representatives and invitees. Common areas include, without limitation,
      walkways, decorative walls, plazas, malls, loading areas, roads, parking area
      and restrooms.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    A. Tenant's
      Right to Use:

    


    Landlord
      gives to Tenant and its authorized representatives and invitees the
      non-exclusive right to use the common areas, with others who are entitled to
      use
      the common areas, subject to Landlord's rights as hereinafter set
      forth.

    


    B. Landlord's
      Maintenance and Management:

    


    Landlord
      shall maintain the common areas in good condition at all times. Landlord shall
      have the right to:

    


    1. Establish
      and enforce reasonable rules and regulations applicable to all tenants
      concerning the maintenance, management, use, and operation of the common areas.
      

    2. Close
      any
      of the common areas to whatever extent required in the opinion of Landlord's
      counsel to prevent a dedication of any of the common areas or the accrual of
      any
      rights to any person or of the public to the common areas. 

    3. Close
      temporarily any of the common areas for maintenance purposes.

    4. Designate
      other property outside the boundaries for the Courthouse Square Building to
      become part of the common areas. 

    5. Select
      a
      person to maintain and operate any of the common areas if at any time Landlord
      determines that the best interests of the Courthouse Square Building will be
      served by having any of the common areas maintained and operated by that person.
      Landlord shall have the right to negotiate and enter into a contract with that
      person on such terms and conditions and for such period of time as Landlord
      deems reasonable and proper both as to service and as to cost.

    6. Make
      changes to the common areas including, without limitation, changes in the
      location of driveways, entrances, exits, or the direction of the flow of traffic
      so long as such changes do not unreasonably interfere with Tenant's use and
      possession of the Premises.

    


    C. Tenant's
      Share of Cost:

    


    Tenant
      shall pay to Landlord, on a monthly basis, an amount calculated by Landlord
      to
      be Tenant's share of Common Area Costs (as defined in this paragraph), on the
      first day of each month, commencing on the date the term commences, or on the
      first day of the month following the month the term commences if the term
      commences on a day other than the first day of a month as the case may be,
      and
      continuing during the term or any extension thereof. 

    Tenant's
      proportionate share of Common Area Costs shall be calculated by multiplying
      the
      total Common Area Costs times the ratio of the total number of square feet
      in
      the Premises to the total number of leasable square feet in the Courthouse
      Square Building. Common Area Costs that cover a period not within the term
      of
      this Lease shall be prorated.

    Landlord
      can adjust the monthly Common Area Costs July 1st
      of each
      year of the lease term, on the basis of Landlord's calculation of Common Area
      costs for the next year of the lease term. 

    Landlord
      shall furnish to Tenant a statement showing the total Common Area Costs,
      Tenant's share of Common Area Costs for that respective year of the lease term,
      and the monthly payments to be made by Tenant for that next year. For the time
      period commencing on the date of this Lease through September 30, 2009, Tenant's
      monthly Common Area Cost shall be Five
      Hundred Eighteen Dollars and Seventy-five Cents ($518.75).

     

    
      
         

      

      
        Page
          2

        
          

        

      

      
         

      

    

    For
      purposes hereof, the term "Common Area Costs" shall include, but is not limited
      to, the real property taxes and assessments and other taxes and assessments
      of
      any nature levied or assessed against the Common Areas and the Courthouse Square
      Building, or assessed against Landlord as a result of the Common Areas or the
      Courthouse Square Building, all natural gas and electrical charges assessed
      against the Common Areas, all of Landlord's cost for any type of insurance
      for
      the Common Areas and the Courthouse Square Building, all sums expended by
      Landlord for property management and maintenance and operation of the Common
      Areas, and the cost of natural gas service for the Premises.

    Costs
      of
      maintenance and operation of the Common Areas shall include, without limitation,
      cleaning, sweeping and other janitorial services, policing, maintenance of
      refuse receptacles, security systems, parking lot maintenance, planting and
      relandscaping, directional signs and other markers, lighting and other utilities
      and premiums for public liability and property damage insurance, and other
      costs
      necessary in Landlord's judgment for the maintenance and operation of the Common
      Areas.

    


    
      	 	
              3.

            	
              TERM
                OF LEASE

            


    

    


    The
      term
      of this lease shall be for a period of two (2) years, effective, October
      1, 2008 and ending at midnight, Pacific Standard Time or Pacific Daylight Time,
      whichever is applicable, September 30, 2010. 

    


    A. Delivery
      of Possession:

    


    Tenant
      agrees that, in the event of the inability of Landlord to deliver possession
      of
      the Premises to Tenant on the date above specified for the commencement of
      this
      Lease, this Lease shall not be void or voidable, nor shall Landlord be liable
      to
      Tenant for any loss or damage resulting therefrom, nor shall the expiration
      date
      of the above term be in any way extended, but, in such event, Tenant shall
      not
      be liable for any rent until such time as Landlord delivers possession of the
      Premises to Tenant.

    


    The
      provisions of Subsection (1) of Section 1932 of the California Civil Code shall
      not apply to this Lease, and Tenant waives the benefit of such
      provisions.

    


    Should
      Landlord tender possession of the Premises to Tenant prior to the date specified
      for commencement of the term thereof, and Tenant elects to accept such prior
      tender, such prior occupancy shall be subject to all of the terms, covenants,
      and conditions of this Lease, except payment of rent. By entering into and
      occupying the Premises, Tenant shall be deemed to acknowledge that the Premises
      are in good order and repair.

    


    
      
         

      

      
        Page
          3

        
          

        

      

      
         

      

    

     

    B. Surrender
      of Premises:

    


    Tenant
      agrees to surrender the Premises at the termination of the tenancy herein
      created to Landlord including all of the Tenant's improvements and alterations
      in good condition (except for ordinary wear and tear occurring to the Premises
      and except for alterations that Tenant has the right to remove or is obligated
      to remove under the provisions of this Lease). Tenant shall remove all its
      personal property prior to the date of termination of the tenancy and shall
      remove all other improvements and alterations to the Premises if Landlord
      directs Tenant to do so, at Tenant's sole cost and expense. Tenant shall perform
      all restoration made necessary by the removal of any alterations or Tenant's
      personal property prior to termination of the tenancy.

    


    Landlord
      can elect to retain or dispose of in any manner any alterations or Tenant's
      personal property that Tenant does not remove from the Premises upon termination
      of the tenancy as allowed or required by this Lease by giving at least ten
      (10)
      days notice to Tenant. Title to any such alterations or Tenant's personal
      property that Landlord elects to retain or dispose of on expiration of the
      ten
      (10) day period shall vest in Landlord. Tenant waives all claims against
      Landlord for any damage to Tenant resulting from Landlord’s retention or
      disposition of any such alterations or Tenant's personal property. Tenant shall
      be liable to Landlord for Landlord's cost for storing, removing and disposing
      of
      any alterations of Tenant's personal property.

    


    If
      Tenant
      fails to surrender the Premises to Landlord on the termination of the tenancy,
      Tenant shall indemnify, defend and hold Landlord harmless from any claims,
      damages, costs, expenses and attorney’s fees incurred by Landlord as a result of
      Tenant's failure to surrender the Premises.

    


    If
      Tenant
      shall fail to remove all of its effects from said Premises upon termination
      of
      this Lease for any cause whatsoever, Landlord may, at its option, remove the
      same in any manner that Landlord shall choose, and store said effects without
      liability to Tenant for loss thereof, and Tenant agrees to pay Landlord upon
      demand any and all expenses incurred in such removal including court costs
      and
      attorney’s fees and storage charges on such effects for any length of time that
      the same shall be in Landlord's possession, or Landlord may, at its option,
      without notice, sell said effects, or any of the same, at private sale and
      without legal process, for such price as Landlord may obtain and apply the
      proceeds of such sale upon any amounts due under this Lease from Tenant to
      Landlord and upon the expense incident to the removal and sale of said
      effects.

    


    
      
        C. 
          Holding
          Over:

      

    

    


    If
      Tenant
      holds over after the expiration or earlier termination of the term of this
      Lease, Tenant shall become a Tenant at sufferance only, at the rental rate
      of
      150% of the rental rate in effect on the date of such expiration and otherwise
      upon the terms, covenants and conditions herein specified, so far as
      applicable.

    


    
      
         

      

      
        Page
          4

        
          

        

      

      
         

      

    

    


    If
      Tenant, with Landlord's express written consent, remains in possession of the
      Premises after expiration or earlier termination of the term hereof, such
      possession shall be deemed a month-to-month tenancy, terminable on thirty (30)
      days written notice given at any time by either party, and at the rental rate
      in
      effect upon the date of such expiration and otherwise upon the terms, covenants,
      and conditions herein specified, so far as applicable. Acceptance by Landlord
      of
      rent after such expiration or earlier termination shall not constitute a
      holdover hereunder or result in a renewal of this Lease.

     

    
      	 	
              4.

            	
              RENT

            


    

    


    Tenant
      agrees to and shall pay to Landlord as rent for the Premises the
      following:

    


    A. Monthly
      Rent:

    


    Tenant
      agrees to pay Landlord as the total rent for the Premises for the period of
      October
      1, 2008 through September 30, 2010 Eighty-two Thousand and Eighty Dollars
      ($82,080) in equal monthly installments of Three Thousand Four Hundred Twenty
      Dollars ($3,420).
      Rental
      payments pursuant to this section shall be paid each in advance on the first
      day
      of each and every calendar month during said term, except that the first month's
      rent shall be paid upon the execution of this Lease. In the event the term
      of
      this Lease commences or ends on a day other than the first day of a calendar
      month, then the rental for such periods shall be prorated in the proportion
      that
      the number of days this Lease is in effect during such period bears to thirty
      (30) days, and such rental shall be paid at the commencement of such periods.
      Said rental shall be paid to Landlord, without deduction offset, prior notice
      or
      demand, in lawful money of the United States of America, which shall be legal
      tender at the time of payment, at the office of Landlord or to such other person
      or at such other place as Landlord may, from time to time, designate in writing.
      

    


    Tenant
      shall pay to Landlord, concurrent with the effectiveness of this Lease, an
      amount equal to the first and last month's rent of the Premises.

    


    C. Rental
      Adjustment 

    


    Commencing
      with the thirteenth (13th) full calendar month of the term of this Lease, and
      at
      the end of each twelfth (12th) month thereafter, during the term, the Monthly
      Rent as described in Section 4A of this Lease Agreement for the ensuing twelve
      (12) month period ("Adjustment Period") shall be increased by 5.0%.

    


    D. Security
      Deposit:

    


    On
      execution of this Lease, Tenant shall deposit with Landlord an amount equal
      to
      one month’s rent as a security deposit for the performance by Tenant of the
      provision of this Lease. If Tenant is in default, Landlord can use the security
      deposit, or any portion of it, to cure the default or to compensate Landlord
      for
      all costs and damages sustained by Landlord resulting from Tenant’s default.
      Tenant shall immediately on demand, pay to Landlord a sum equal to the portion
      of the security deposit expended or applied by Landlord as provided in this
      paragraph so as to maintain the security deposit in the sum initially deposited
      with Landlord. If Tenant is not in default at the expiration or termination
      of
      this Lease, Landlord shall return the security deposit to Tenant. Landlord’s
      obligations with respect to the security deposit are those of a debtor and
      not a
      trustee. Landlord can maintain the security deposit separate and apart from
      Landlord’s general funds or can co-mingle the security deposit with Landlord’s
      general and other funds. Landlord shall not be required to pay Tenant interest
      on the security deposit.

     

    
      
         

      

      
        Page
          5

        
          

        

      

      
         

      

    

    E. Late
      Charge

    


    Tenant
      acknowledges that late payment by Tenant to Landlord of rent will cause Landlord
      to incur costs not contemplated by this Lease, the exact amount of such costs
      being extremely difficult and impracticable to fix. Such costs include, without
      limitation, processing and accounting charges, and late charges that may be
      imposed on Landlord by the terms of any encumbrance and note secured by any
      encumbrance covering the Premises. Therefore, if any installment of rent due
      from Tenant is not received by Landlord within ten (10) days from the date
      when
      said rent was due, Tenant shall pay to Landlord an additional sum of Ten Percent
      (10%) of the overdue rent as a late charge. The parties agree that this late
      charge represents a fair and reasonable estimate of the costs that Landlord
      will
      incur by reason of late payment by Tenant. Acceptance of any late charge shall
      not constitute a waiver of Tenant's default with respect to the overdue amount,
      nor prevent Landlord from exercising any of the other rights and remedies
      available to Landlord.

    


    
      	 	
              5.

            	
              TAXES
                AND ASSESSMENTS

            


    

    


    A. Personal
      Property and Possessory Interest Taxes:

    


    If
      during
      the term of this Lease or any extension thereof, Tenant is required to pay
      taxes
      as defined below, Tenant, shall be liable for and shall pay ten (10) days before
      delinquency all taxes, assessments, license fees, and other charges ("Taxes")
      that are levied and assessed against Tenant's personal property or trade
      fixtures installed or located in or about Premises or Tenant's possessory
      interest in the Premises, and that become payable during the Lease term. On
      demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence
      of
      these payments.

    


    If
      any
      taxes on Tenant's personal property, trade fixtures or possessory interest
      are
      levied against Landlord or Landlord's property, or if the assessed value of
      the
      Premises is increased by the inclusion of a value on Tenant's personal property,
      trade fixtures or possessory interest and if Landlord pays the Taxes on any
      of
      these items of the Taxes based on the increased assessment of these items,
      which
      Landlord shall have the right to do regardless of the validity thereof, but
      only
      under proper protest if requested by Tenant, Tenant shall on demand, immediately
      reimburse Landlord for the sum of the Taxes levied against Landlord, or the
      proportion of the Taxes resulting from the increase in Landlord's
      assessment.

    


    
      
         

      

      
        Page
          6

        
          

        

      

      
         

      

    

    If
      Tenant's improvements on the Premises, whether installed and/or paid for by
      Landlord or Tenant and whether or not affixed to the real property so as to
      become a part thereof, are assessed for Real Property tax purposes at a
      valuation higher than the valuation at which Tenant's improvements are assessed,
      then the Real Property taxes and assessments levied against Landlord or the
      Premises by reason of such excess assessed valuation shall be deemed to be
      taxes
      levied against personal property of Tenant and shall be governed by the
      provisions of the above. If the records of the County Assessor are available
      and
      sufficiently detailed to serve as a basis for determining whether said Tenant
      improvements are assessed at a higher valuation, such records shall be binding
      on both Landlord and Tenant. If the records of the County Assessor are not
      available or sufficiently detailed to serve as a basis for making said
      determination, the actual cost of construction shall be used.

    


    B. Tenant
      Acknowledgment Of Possessory Interest Taxes

    


    Tenant
      acknowledges, understands and agrees that: (1) this Lease may create a
      possessory interest in Tenant which may be subject to real property taxes;
      (2)
      the property interest of Tenant created by this Lease may be subject to property
      taxes; and (3) this Lease may be subject to property taxes. Tenant agrees to
      pay
      all such taxes, as identified above, before the same become
      delinquent.

    


    
      	 	
              6.

            	
              USE
                OF PREMISES

            


    

    


    A. Permitted
      Use:

    Tenant
      shall use the Premises for Corporate
      Business Offices
      and for
      no other use without Landlord's consent. Tenant shall conduct its business
      at
      the Premises as Global
      Food Technologies, Inc.

    


    B. Prohibited
      Use:

    


    Tenant
      shall not use or occupy the Premises in violation of law or of the Certificate
      of Occupancy issued for the Premises, and shall, upon five (5) days written
      notice from Landlord, discontinue any use of the Premises declared by any
      governmental authority having jurisdiction including but not limited to
      Landlord, which shall, by reason of the nature of Tenant's use or occupancy
      of
      the Premises, impose any duty upon Tenant or Landlord with respect to the
      Premises or with respect to the use or occupancy thereof. Tenant shall not
      do or
      permit to be done anything which will invalidate, cause cancellation or increase
      the cost of any fire, extended coverage of any other insurance policy covering
      the Premises and/or property located therein and shall comply with all rules,
      orders, regulations. and requirements of the Pacific Fire Rating Bureau or
      any
      other organization performing a similar function.

    


    If
      the
      rate of any insurance carried by Landlord is increased as a result of Tenant's
      use, Tenant shall pay to Landlord within ten (10) days before the date Landlord
      is obligated to pay a premium on the insurance, or within fifteen (15) days
      after Landlord delivers to Tenant a certified statement from Landlord's
      insurance carrier stating that the rate increase was caused solely by an
      activity of Tenant on the Premises as permitted in this Lease, whichever date
      is
      later, a sum equal to the difference between the original premium and the
      increased premium.

    


    
      
         

      

      
        Page
          7

        
          

        

      

      
         

      

    

    Tenant
      shall comply with all laws concerning the Premises or Tenant's use of the
      Premises, including, without limitation, the obligation at Tenant's cost to
      alter, maintain, or restore the Premises in compliance and conformity with
      all
      laws relating to the condition, use or occupancy of the Premises during the
      term
      of this Lease.

    


    Tenant
      shall promptly, upon demand, reimburse Landlord for any additional premium
      charged for such policy by reason of Tenant's failure to comply with the
      provisions of this article.

    


    Tenant
      shall not use or allow the Premises to be used for any improper, immoral,
      unlawful, or objectionable purpose, nor shall Tenant cause, maintain or permit
      any nuisance in, on or about the Premises.

    


    Tenant
      shall not use the Premises in any manner that will constitute waste, nuisance,
      or unreasonable annoyance (including, without limitation, the use of
      loudspeakers or sound or light apparatus that can be heard or seen outside
      the
      Premises) to other tenants in the Facility in which the Premises are
      located.

    


    Tenant
      shall not use the Premises for sleeping, washing clothes, cooking, or the
      preparation, manufacture, or mixing of anything that might emit any odor or
      objectionable noises or lights onto the Premises.

    


    No
      secondhand store, auction, distress or fire sale, or bankruptcy or going
      out-of-business sale may be conducted on the
      Premises without Landlord's consent. Tenant shall not sell or display
      merchandise outside the confines of the Premises.

    


    Tenant
      shall not do anything on the Premises that will cause damage to the
      Premises.

    


    The
      Premises shall not be overloaded. No machinery, apparatus, or other appliance
      shall be used or operated in or on the Premises that will in any manner injure,
      vibrate, or shake the Premises.

    


    Tenant
      will not, without the written consent of Landlord, either use any apparatus
      or
      devise in connection with the Premises which will in any way increase the amount
      of electricity or water usually furnished or supplied to the Premises, or
      connect with the electric current or with water any apparatus or device for
      the
      purpose of using electric current or water.

    


    Throughout
      the term of this Lease, Tenant, at its sole cost, shall maintain the Premises
      in
      compliance with the Americans With Disabilities Act of 1990 and the regulations
      related thereto.

    


    
      
         

      

      
        Page
          8

        
          

        

      

      
         

      

    

    
      	 	
              7.

            	
              LEASEHOLD
                IMPROVEMENTS

            


    

    


    Tenant
      shall, at its own cost and expense, furnish and install all leasehold
      improvements. Said improvements shall be subject to Landlord's prior written
      consent thereto and shall be in accordance with the plans and specifications
      first approved by Landlord. 

    


    Tenant
      covenants and agrees that all work done by Tenant shall be performed in full
      compliance with all laws, rules, orders, ordinances, directions, regulations,
      and requirements of all governmental agencies, offices, departments, bureaus
      and
      board having jurisdiction and in full compliance with the rules, orders,
      directors, regulations and requirements of the Pacific Fire Rating Bureau and
      of
      any similar body. Tenant shall keep the Premises and all improvements thereon,
      free from all liens and claims of mechanics, labors, materialmen and others
      for
      work done and materials furnished to Tenant and Tenant shall not create or
      suffer to be created any lien or encumbrance on the Premises.

    


    All
      alterations, decorations, additions or improvements upon the Premises made
      by
      Tenant shall, unless Landlord elects otherwise, become the property of Landlord,
      and shall remain upon, and be
      surrendered with the Premises, as a part thereof, at the end of the Lease term,
      except that Landlord may, by written notice to Tenant, given at least thirty
      (30) days prior to the end of the Lease term, require Tenant to remove all
      improvements installed by Tenant, and Tenant shall repair or, at Landlord's
      option, pay to Landlord all costs arising from such removal.

    


    All
      articles or personal property and all business and trade fixtures, machinery,
      and equipment, furniture and movable partitions owned by Tenant or installed
      by
      Tenant at its expense in the Premises, shall be and remain the property of
      Tenant and may be removed by Tenant at any time during the term of this Lease
      when Tenant is not in default hereunder. If Tenant shall fail to remove all
      of
      its effects from the Premises upon termination of this Lease for any cause
      whatsoever, Landlord may, at its option, remove the same in any manner that
      Landlord shall choose, and store said effects with liability to Tenant for
      loss
      thereof, and Tenant agrees to pay Landlord upon demand any and all expense
      incurred in such removal, including court costs and attorney’s fees and storage
      charges on such effects for any length of time that the same shall be in
      Landlord's possession, or Landlord may, at its option, without notice, sell
      said
      effects or any of the same, at private sale and without legal process, for
      such
      price as Landlord may obtain and apply the proceeds of such sale upon any
      amounts due under this lease from Tenant to Landlord and upon the expense
      incident to the removal of and sale of said effects.

    


    
      	 	
              8.

            	
              TENANT'S
                MAINTENANCE

            


    

    


    Tenant
      has examined and inspected and knows the condition of the Premises and every
      part thereof and has received the same in good order and repair and accepts
      the
      same in its present condition. Tenant shall, at Tenant's sole cost and expense
      keep the Premises and every part thereof, including, but not limited to, all
      Tenant's personal property, storefronts, plate glass, signs, windows, heating
      and air condition systems in good condition and repair, damage thereto from
      causes beyond the reasonable control of Tenant and ordinary wear and tear
      excepted. Tenant shall, upon the expiration or sooner termination of the hereof,
      surrender the Premises to Landlord as improved by Tenant, ordinary wear and
      tear
      excepted.

    


    
      
         

      

      
        Page
          9

        
          

        

      

      
         

      

    

    If,
      at
      any time, Premises shall fall into disrepair, Tenant shall have thirty (30)
      days
      from the date of receipt of written notice of such disrepair from Landlord
      to
      make the necessary repairs to place the Premises in good condition. If said
      repairs are not completed within said thirty (30) day period, Landlord may
      enter
      the Premises and begin to complete the necessary repairs and Tenant agrees
      to
      immediately reimburse Landlord for the cost of said repairs upon presentation
      by
      Landlord to Tenant a bill for said repairs.

    


    Landlord
      shall have no obligation to maintain, alter, remodel, improve, repair, decorate
      or paint the Premises or any, part thereof and the parties hereto affirm that
      Landlord has made no representations to Tenant in respect of the condition
      of
      the Premises except as specifically set forth herein.


    


    
      	 	
              9.

            	
              ALTERATIONS

            


    

    


    Except
      as
      otherwise contained herein, Tenant shall not make any structural or exterior
      alterations to the Premises without Landlord’s consent, Tenant may make
      nonstructural alterations to the interior of the Premises that Tenant requires
      in order to conduct its business on the Premises. In making any alterations
      that
      Tenant has a right to make, Tenant shall comply with the following:

    


    A. Tenant
      shall submit to Landlord reasonably detailed final plans and specifications and
      working drawings of the proposed alterations and the name of its contractor
      at
      specifications least thirty (30) days before the date it intends to commence
      the
      alterations.

    


    B. The
      alterations shall not be commenced until two (2) days after Landlord has
      received notice from Tenant stating the date the installation of the alterations
      is to commence so that Landlord can post and record an appropriate Notice of
      Nonresponsibility.

    


    C. The
      alterations shall be approved by all appropriate governmental agencies, and
      all
      applicable permits and authorizations shall be obtained before commencement
      of
      the alterations.

    


    
      	 	
              10.

            	
              UTILITIES
                AND SERVICES

            


    

    


    A. Other
      than specific utilities contracted for directly by Tenant, including without
      limitation telephone services, Landlord shall pay for all utilities and services
      furnished to or used by Tenant including, without limitation, electricity,
      natural gas, and water for the Premises and all connection charges or other
      charges related thereto. Tenant shall pay to Landlord a utility reimbursement
      amount in the sum of Six
      Hundred Eighty-four Dollars ($684.00) per month. On
      July 1
      of any year of the term and any Extended Term of this Lease, Landlord shall
      have
      the right to increase the monthly utility reimbursement amount and Tenant agrees
      to pay such increased amount to Landlord.

    


    
      
         

      

      
        Page
          10

        
          

        

      

      
         

      

    

    B. If,
      at
      Landlord’s sole cost and expense, Landlord elects to install a separate
      electrical meter for the Premises, then Tenant shall become solely responsible
      to contract and pay for electrical service to the Premises with a private
      electrical services provider. In the event that Landlord installs a separate
      electrical meter for the Premises and Tenant contracts with and pays for
      electrical service from a private electrical services provider the utility
      reimbursement shall be reduced to take into account the electrical service
      paid
      for by Tenant. On July 1 during any year of the Term or Extended Term of this
      Lease, Landlord shall have the right to increase the monthly reduced utility
      amount identified in this subparagraph 9B, and Tenant agrees to pay such
      increased amount to Landlord. 

    


    
      	 	
              11.

            	
              INSURANCE

            


    

    


    
      
        A.
          Fire
          Insurance

      

    

    


    1. For
      Personal Property.
      Tenant,
      at its sole cost and expense, shall maintain on all its personal property,
      Tenant's improvements, and alterations in, on or about the Premises, a policy
      of
      standard fire and extended coverage insurance, with vandalism and malicious
      mischief endorsements, to the extent of at least One Hundred Percent (100%)
      of
      their full replacement value. The proceeds from any such policy shall be used
      by
      Tenant for the replacement of personal property and the restoration of Tenant's
      improvements or alterations.

    


    2. Definition
      of "Full Replacement Value".
      The
      "Full Replacement Value" of Tenant's personal property, improvements and
      alterations, shall be determined by the company issuing the fire insurance
      policies at the time said policies are initially obtained. Not more frequently
      than once every three (3) years, either party shall have the right to notify
      the
      other party that it elects to have the replacement value redetermined by an
      insurance company. The redetermination shall be made promptly and in accordance
      with the rules and practices of the Board of Fire Underwriters, or a like board
      recognized and generally accepted by the insurance company, and each party
      shall
      be promptly notified of the results by the company. The insurance policy shall
      be adjusted according to the redetermination.

    


    B. General
      Comprehensive Liability Insurance:

    


    1.
      General
      Comprehensive Liability Insurance for Tenant's Premises.
      At all
      times during the term of this Lease or any extension thereof, Tenant shall
      maintain general comprehensive liability insurance, including products liability
      insurance with such limits as it deems necessary but not less than ONE MILLION
      DOLLARS ($1,000.000.00) for injury or death to one person; ONE MILLION DOLLARS
      (1,000,000.00) for injury or death to more than one person; and ONE MILLION
      DOLLARS ($1,000,000.00) against claims of third persons for property damage.
      Said insurance shall cover the Premises leased by Tenant as defined
      herein.

    


    Said
      insurance shall insure performance by
      Tenant of the indemnity provisions of this Lease. Landlord, its officers,
      officials, employees, agents and representatives, shall be named as a coinsured,
      and the provisions of such insurance shall contain cross-liability
      endorsements.

    


    
      
         

      

      
        Page
          11

        
          

        

      

      
         

      

    

    C. General
      Insurance Provisions:

    


    (a) Subrogation
      Waiver.
      Tenant shall cause insurance carrier to provide a waiver of all rights of
      recovery by way of subrogation against Landlord in connection with any damage
      covered by said insurance. Landlord shall not be liable to Tenant for any damage
      caused by fire or any of the risks insured against under any insurance required
      by this Lease.

    


    (b) Proof
      of Coverage.
      Tenant
      shall give Landlord written verification that its insurance satisfies all of
      Tenant's insurance requirements as set forth in this Lease and will remain
      in
      existence for the entire term of this Lease or any extension
      thereof.

    


    (c) Protection
      Against Cancellation.
      Written
      proof must also be given by Tenant that the insurance provided for in this
      section expressly provides that it shall not be canceled or altered without
      thirty (30) days prior written notice to Landlord.

    


    (d) Failure
      to Secure.
      If
      Tenant, at any time during the term of this Lease or any extension thereof,
      should fail to secure or maintain the foregoing insurance, Landlord shall be
      permitted to obtain such insurance in Tenant's name or as the agent of Tenant
      and shall be compensated by Tenant for the cost of the insurance premiums.
      Tenant shall pay Landlord interest on paid insurance premiums at the rate of
      Ten
      Percent (10%) per annum computed from the date written notice is received that
      the premiums have been paid.

    


    (e) As
      Between the Parties Hereto.
      The
      parties release each other, and their respective authorized representatives,
      from any claims for damage to any person or to the Premises, and to the
      fixtures, personal property, Tenant's improvements, and alterations of either
      Landlord or Tenant in or on the Premises that are caused by or result from
      risks
      insured against under any insurance policies carried by the parties and in
      force
      at the time of any such damage.

    


    
      	 	
              12.

            	
              DAMAGE
                OR DESTRUCTION OF BUILDING OR
                PREMISES

            


    

    


    If,
      during the term of this Lease or any extension thereof, the Premises or
      Courthouse Building are damaged or totally or partially destroyed, Landlord
      in
      its sole and absolute discretion, may either restore the Premises and/or
      Courthouse Building or terminate this Lease. If Landlord elects to repair or
      restore such damage, this Lease shall continue in full force and effect, but
      the
      rent will be proportionately reduced based upon the extent, if any, to which
      the
      damage interferes with the business carried on by Tenant. If Landlord elects
      not
      to repair or restore such damage, Landlord may give notice to Tenant at any
      time
      within thirty (30) days after such damage, terminating this Lease as of the
      date
      specified in such notice, which date shall be not less than thirty (30) days
      nor
      more than sixty (60) days after giving of such notice. In the event of giving
      of
      such notice, this Lease shall expire and all interest of Tenant in the Premises
      shall terminate on the date so specified in such notice and the rent, reduced
      by
      any proportionate reduction, based upon the extent, if any, to which the damage
      interfered with the business carried on by Tenant in the Premises, shall be
      paid
      up to date of such termination.

    


    
      
         

      

      
        Page
          12

        
          

        

      

      
         

      

    

    Landlord
      shall not be required to repair any injury or damage by fire or other cause,
      or
      to make any repairs or replacements of any panels, decoration, office fixtures,
      railings, ceiling, floor coverings, partitions, or any other property or
      improvements installed in the Premises by Tenant.

    


    The
      provisions of Section 1932, Subdivision 2, and Section 1933, Subdivision 4,
      of
      the Civil Code of the State of California are hereby waived by
      Tenant.

    


    
      	 	
              13.

            	
              INDEMNITY

            


    

    


    A. No
      Liability of Landlord:

    


    Landlord
      shall not be liable to Tenant for any injury or damage that may result to any
      person or property by or from any cause whatsoever, and without limiting the
      generality of the foregoing whether caused by water leakage of any character
      from the room, walls or other portion of the Premises, or caused by gas, fire,
      oil, electricity, or any cause whatsoever, in, on, or about the Premises or
      any
      part thereof.

    


    B. Indemnification
      of Landlord:

    


    Tenant
      shall indemnify and hold harmless Landlord against and from any and all claims
      arising from Tenant's use of the Premises or the conduct of its business or
      from
      any activity, work or thing done, permitted or suffered by Tenant in or about
      the Premises, and shall further indemnify and hold harmless Landlord against
      and
      from any and all claims arising from any breach or default in the performance
      of
      any obligation on Tenant's part to be performed under the terms of this Lease,
      or arising from any act, neglect, fault or omission of Tenant, or of its agents,
      employees, representatives, customers, invitees or contractors, for any injury
      or damage to any person or property whatsoever occurring in, on, or about the
      Premises or any part thereof, and from and against all costs, attorneys' fees,
      expenses, liabilities, claims or any action or prosecution brought thereon.
      If
      any action or proceeding be brought against Landlord by reason of any such
      claims, Tenant, upon notice from Landlord, shall defend the same at Tenant's
      expense by counsel reasonably satisfactory to Landlord. Tenant, as a material
      part of the consideration to Landlord, hereby assumes all risk of damage to
      property or injury to persons in, upon, or about the Premises from any cause
      whatsoever. The provisions of this paragraph 12 B. shall survive the termination
      of this Lease.

    


    C. Damage
      to Tenant's Property:

    


    Notwithstanding
      anything above to the contrary, Landlord or its officials, officers, employees,
      representatives and agents shall not be liable for loss of or damage to any
      property by theft or otherwise, nor for any injury or damage to persons or
      property resulting from fire, explosion, falling plaster, steam, gas,
      electricity, water or rain which may leak from any part of the Premises or
      from
      the pipes, appliances or plumbing works therein or from the roof, street or
      subsurface or from any other place or resulting from dampness or any other
      cause
      whatsoever. Landlord, its officials, officers, employees, representatives,
      or
      its agents shall not be liable for any latent defect in the Premises or any
      building or improvements thereon. Tenant shall give prompt notice to Landlord
      in
      case of fire or accidents in the Premises or in the building located thereon
      or
      of defects therein.

     

    
      
         

      

      
        Page
          13

        
          

        

      

      
         

      

    

    
      	 	
              14.

            	
              ASSIGNMENT

            


    

    A. Prohibition
      Against Voluntary Assignment, Subletting and Encumbering 

    


    Tenant
      shall not voluntarily assign, mortgage, hypothecate or encumber its interest
      in
      this Lease or in the Premises, or sublease all or any part of the Premises,
      or
      allow any other person or entity (except Tenant's authorized representatives)
      to
      occupy or use all or any part of the Premises, without first obtaining
      Landlord's consent. Any assignment, encumbrance, or sublease without Landlord's
      consent, shall be voidable and at Landlord's election, shall constitute a
      default. Consent to any assignment, encumbrance or sublease shall not operate
      as
      a waiver of the necessity for a consent to any subsequent assignment or
      subletting, and at the terms of such consent shall be binding upon any person
      holding by, under, or through Tenant.

    


    If
      Tenant
      is a limited liability company or partnership, a withdrawal or change,
      voluntary, involuntary, or by operation of law of the persons or entities owning
      Fifty-One Percent (51%) or more of the entity or the dissolution of the entity,
      shall be deemed a voluntary assignment.

    If
      Tenant
      consists of more than one person, a purported assignment, voluntary, involuntary
      or by operation of law, from a majority of persons to the other shall be deemed
      a voluntary assignment. If Tenant is a corporation, any dissolution, merger,
      consolidation or other reorganization of Tenant, or the sale of other transfer
      of a controlling percentage of the capital stock of Tenant, or the sale of
      Fifty-One Percent (51%) of the value of the assets of Tenant, shall be deemed
      a
      voluntary assignment. The phrase "controlling percentage" means the ownership
      of, and the right to vote, stock possession at least Fifty-One Percent (51%)
      of
      the total combined voting power of all classes of Tenant's capital stock issued,
      outstanding and entitled to vote for the election of directors. This paragraph
      shall not apply to corporations the stock of which is traded through an exchange
      or over the counter.

    


    B. Involuntary
      Assignment:

    


    No
      interest of Tenant in this Lease shall be assignable by operation of law,
      (including without limitation, the transfer of this Lease by testacy or
      intestacy) without the consent of Landlord. Each of the following acts shall
      be
      considered an involuntary assignment:

    


    1. If
      Tenant
      is or becomes bankrupt or insolvent, makes an assignment for the benefit of
      creditors, or institutes a proceeding under one or more Chapters of the
      Bankruptcy Act, in which Tenant is the Bankrupt or a reorganizing debtor, or
      if
      Tenant is a partnership or consists of more than one person or entity, is or
      becomes bankrupt or a debtor in a Chapter proceeding, or insolvent, or makes
      an
      assignment to the benefit of creditors;

    


    
      
         

      

      
        Page
          14

        
          

        

      

      
         

      

    

    2. If
      a writ
      of attachment or execution is levied on this Lease;

    


    3. If
      in any
      proceeding or action to which a Tenant is a party, a receiver is appointed
      with
      authority to take possession of the Premises.

    


    An
      involuntary assignment shall constitute a default by Tenant and Landlord shall
      have the right to elect to terminate this Lease, in which case this Lease shall
      not be treated as an asset of Tenant.

    


    In
      the
      event Tenant desires Landlord to provide written consent to the assignment
      by
      Tenant of Tenant's interest in the Lease, or the subletting the Premises or
      any
      part thereof to another person or entity, Tenant shall provide Landlord with
      a
      written request for consent and shall provide therewith information concerning
      the proposed assignee or sublessee, appropriate financial statements and such
      other information that the Landlord shall request. Landlord shall have the
      sole
      discretion as to whether or not to consent to any proposed assignment or
      sublease. In the event that the Premises are leased to more than one Tenant,
      this Lease shall automatically transfer to the survivor or survivors, in the
      event of death of one Tenant.

    


    
      	 	
              15.

            	
              ENTRY
                BY LANDLORD

            


    

    


    Landlord
      and its authorized representative shall at any and all times have the right
      to
      enter the Premises to inspect the same, to submit said Premises to prospective
      purchasers or tenants, to post notices of nonresponsibility, for sale signs
      and
      for rent or for lease signs or during the time that Tenant is in default, to
      alter, improve, or repair the Premises or any other portion of the building,
      all
      without being deemed guilty of an eviction of Tenant and without abatement
      of
      rent, and may for that purpose erect scaffolding, protective barricades and
      other necessary structures where reasonably required by the character of the
      work to be performed, providing that the business of Tenant shall be interfered
      with as little as is reasonably practicable. Tenant hereby waivers any claim
      for
      damages for any injury or inconvenience to or interference with Tenant's
      business, any loss of occupancy or quiet enjoyment of the Premises, and any
      other loss occasioned thereby. For each of the aforesaid purposes, Landlord
      shall at all times have and retain a key with which to unlock all of the doors
      in, upon, and about 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 said door in an emergency in order to obtain entry to the
      Premises, and any entry to the Premises obtained by Landlord by any of said
      means, or otherwise, shall not under 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 thereof, and any damages
      caused on account thereof shall be paid by Tenant. It is understood and agreed
      that no provision of the within Lease shall be constructed as an obligation
      Landlord to perform any repairs, alterations or decorations except as otherwise
      expressly agreed herein to be performed by Landlord.

    


    
      
         

      

      
        Page
          15

        
          

        

      

      
         

      

    

    
      	 	
              16.

            	
              DEFAULT
                AND REMEDIES

            


    

    


    A. Acts
      Constituting a Default:

    


    Any
      and
      all of the following actions shall constitute default of this
      Lease:

    


    1. Use
      of
      the Premises for any purpose other than as authorized in this
      Lease;

    


    2. The
      abandonment of the Premises by Tenant. Abandonment is herein defined to include,
      but is not limited to, any absence by Tenant from the Premises for five (5)
      business days or longer during the term of this Lease or while in default of
      any
      provisions of this Lease;

    


    3. The
      failure by Tenant to make any payment of rent required to be made by Tenant
      hereunder, as and when due, where such failure shall continue for a period
      of
      three (3) days after written notice thereof from Landlord to Tenant; provided,
      however, that any such written notice shall be in lieu of, and not in addition
      to, any notice required under California Code of Civil Procedure, Section
      1161;

    


    4. 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 2. or 3. above, where such failure shall continue for a period
      of
      ten (10) days after written notice thereof 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; 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 shall commence such cure within said ten (10) day period
      and thereafter diligently prosecute such cure to completion;

    


    5. (i)
      The
      making by Tenant of any general assignment for the benefit of creditors; (ii)
      the filing by or against Tenant of a petition to have Tenant adjudged bankrupt
      or a petition for reorganization or arrangement under any law relating to
      bankruptcy (unless, in the case of a petition filed against Tenant, the same
      is
      dismissed within thirty (30) days; (iii) the appointment of a trustee or
      receiver to take possession of substantially all of Tenant's assets located
      at
      the Premises or of Tenant's interest in this Lease, where possession is not
      restored to Tenant within thirty (30) days; or (iv) the attachment, execution
      or
      other judicial seizure of substantially all of Tenant's assets located at the
      Premises or of Tenant's interest in this Lease, where such seizure is not
      discharged within thirty (30) days.

    


    6. Assignment
      of the Premises by Tenant, either voluntarily or by operation of law, whether
      by
      judgment, executions, death, or any other means, without the consent of
      Landlord; and

    


    
      
         

      

      
        Page
          16

        
          

        

      

      
         

      

    

    B. Remedies:

    


    Landlord
      shall have the following remedies if Tenant commits a default. These remedies
      are not exclusive, but are cumulative and in addition to any remedies now or
      hereafter allowed by law or elsewhere provided.

    


    1. Tenant's
      Right to Possession Not Terminated.
      Landlord can continue this Lease in full force and effect, and the Lease will
      continue in effect as long as Landlord does not terminate Tenant's right to
      possession, and Landlord shall have the right to collect rent when due. During
      the period Tenant is in default, Landlord can enter the Premises and relet
      them,
      or any part of them, to third parties for Tenant's account. Tenant shall be
      liable immediately to Landlord for all costs Landlord incurs in reletting the
      Premises, including, without limitation, broker's commission, expenses of
      remodeling the Premises required by the reletting, and like costs. Reletting
      can
      be for a period shorter or longer than the remaining term of this Lease. Tenant
      shall pay to Landlord the rent due under this Lease on the dates the rent is
      due, less the rent Landlord received from any reletting. No act by Landlord
      allowed by this paragraph shall terminate or cause a forfeiture of this Lease
      unless Landlord notifies Tenant that Landlord elects to terminate and forfeit
      this Lease.

    


    2. Termination
      of Tenant's Right to Possession.
      Landlord can terminate Tenant's right to possession of the Premises at any
      time.
      No act by Landlord other than giving notice to Tenant shall terminate or cause
      a
      forfeiture of this Lease. Acts of maintenance, efforts to relet the Premises
      or
      the appointment of a receiver on Landlord's initiative to protect Landlord’s
      interest under this Lease shall not constitute a termination of Tenant's right
      to possession. On termination, Landlord has the right to recover from
      Tenant:

    


    a. The
      worth, at the time of the award of the unpaid rent that had been earned at
      the
      time of termination of this Lease;

    


    b. The
      worth, at the time of the award of the amount by which the unpaid rent that
      would have been earned after the date of termination of this Lease until the
      time' of award exceeds that amount of the loss of rent that Tenant proves could
      have been reasonably avoided;

    


    c. The
      worth, at the time of the award of the amount by which the unpaid rent for
      the
      balance of the term after the time of award exceeds that amount of the loss
      of
      rent Tenant proves could have been reasonably avoided; and

    


    d. Any
      other
      amount, and court costs, necessary to compensate Landlord for all detriment
      proximately caused by Tenant's default of this Lease or which in the ordinary
      course of things, would be likely to result therefrom.

    


    "The
      worth at the time of the award" as used in a., b. and c. of this paragraph,
      is
      to be computed by allowing interest at the rate of Ten Percent (10%) per annum
      or the maximum amount allowed by law, whichever is greater. "The worth, at
      the
      time of the award", as referred to in c. of this paragraph, is to be computed
      by
      discounting the amount at the discount of the Federal Reserve Bank of San
      Francisco at the time of award, plus One Percent

    


    
      
         

      

      
        Page
          17

        
          

        

      

      
         

      

    

    3. Appointment
      of Receiver.
      If
      Tenant is in default of this Lease, Landlord shall have the right to have a
      receiver appointed to collect rent and conduct Tenant's business. Neither the
      filing of a petition for the appointment of a receiver nor the appointment
      itself shall constitute an election by Landlord to terminate or forfeit this
      Lease.

    


    4. Removal
      of Property.
      Where
      personal property of the Tenant remains on the Premises after the tenancy has
      been terminated, for whatever reason, and the Premises have been vacated by
      the
      Tenant, the Landlord shall give written notice to such Tenant in accordance
      with
      the language of California Civil Code Sections 1983 through 1985, inclusive.
      The
      notice shall advise the person to be notified that said personal property must
      be claimed within fifteen (15) days from the date of personal delivery of said
      notice or within eighteen (18) days after the date said notice is deposited
      in
      the mail.

    


    During
      the notice period, Landlord may store said personal property in a place of
      safekeeping pursuant to the language of California Civil Code Section 1986.
      Tenant shall pay to Landlord the reasonable cost of storage of said personal
      property before Landlord is obligated to release said personal property to
      Tenant.

    


    If
      said
      personal property is not claimed and released within the abovementioned fifteen
      (15) days or eighteen (18) day period, then, pursuant to the language of
      California Civil Code Section 1988, Landlord may either retain said personal
      property, or sell said personal property at a public sale.

    


    5. Landlord's
      Right to Cure Tenant's Default.
      Upon ten
      (10) days prior written notice to Tenant,
      Landlord may cure any default by Tenant at Tenant's cost and may enter upon
      the
      Premises for such purpose. If Landlord, at any time by reason of Tenant's
      default, pays any sum or does any act that requires the payment of any sum,
      the
      sum paid by Landlord shall be due immediately from Tenant to Landlord at the
      time the sum is paid, and if paid at a later date, shall bear interest at the
      rate of Ten Percent (10%) per annum or the maximum amount allowed by law from
      the date the sum is paid by Landlord until Landlord is reimbursed by Tenant.
      The
      sum together with interest on it shall be additional rent.

    


    C. Interest
      on Unpaid Rent:

    


    Rent
      and
      other amounts not paid when due shall bear interest at the rate of Ten Percent
      (10%) per annum or the maximum amount allowed by law from the date due until
      paid.

    


    
      
         

      

      
        Page
          18

        
          

        

      

      
         

      

    

    D. Tenant's
      Right to Cure Landlord's Default:

    


    Landlord
      shall be in default of this Lease if it fails or refuses to perform any
      provision of this Lease that it is obligated to perform if the failure to
      perform is not cured within thirty (30) days after written notice of the default
      has been given by Tenant to Landlord.

    


    If
      the
      default cannot be reasonably cured within thirty (30) days, Landlord shall
      not
      be in default of this Lease if Landlord commences to cure the default within
      thirty (30) days, and diligently and in good faith continues to cure the
      default.

    


    Tenant,
      at any time after Landlord commits a default, can cure the default at Landlord’s
      cost. If Tenant, at any time, by reason of Landlord’s default, pays any sum or
      does any act that requires the payment of any sum, the sum paid by Tenant shall
      be due immediately from Landlord to Tenant at the time the sum is
      paid.

    


    E. Waiver
      of Damages.
      Tenant
      hereby waives all claims for damages that may be caused by Landlord's default
      under any provision of this Lease, re-entering and taking possession of the
      Premises or removing and storing furniture and property, as herein provided,
      and
      will save Landlord harmless from loss, costs or damages occasioned thereby,
      and
      no such re-entry shall be considered or construed to be a forcible entry as
      the
      same is defined in the Code of Civil Procedure of the State of
      California.

    


    
      	 	
              17.

            	
              Environmental
                Matters.

            


    

    


    A. Compliance
      with Environmental Law.
      Tenant
      shall at all times and in all respects comply with all
      federal, state and local laws, ordinances and regulations (collectively
      "Hazardous Materials Laws")
      relating to industrial hygiene, environmental protection or the use, analysis,
      generation, manufacture, storage, disposal, or transportation of any hazardous,
      toxic, contaminated or polluting materials, substances or wastes, including
      without limitation, any "hazardous substances", "hazardous waste", "hazardous
      materials", "toxic substances" or "petroleum products" (collectively "Hazardous
      Materials").

    


    B. Hazardous
      Materials Handling.
      Tenant
      shall at its own costs, procure and maintain in effect during the entire term
      of
      this Lease or any extension thereof, and comply with all conditions of any
      and
      all permits, licenses or governmental and regulatory approvals required for
      Tenant's use, analysis, generation, manufacture, storage, disposal or
      transportation of the Hazardous Materials on the Premises. Tenant shall cause
      any and all Hazardous Materials removed from the Premises to be removed and
      transported solely by duly licensed haulers to duly licensed facilities for
      final disposal of such materials and waste. Tenant shall in all respects use,
      handle, treat, deal and manage any and all Hazardous Materials in, on, under
      or
      about the Premises in total conformity with all applicable Hazardous Materials
      Laws and pursuant to prudent industry practices. Upon expiration or earlier
      termination of the term of this Lease or any extension thereof, Tenant shall
      cause all Hazardous Materials to be removed from the Premises and transported
      for use, storage or disposal in accordance and in compliance with all applicable
      Hazardous Materials Laws. Tenant shall not take any remedial action in response
      to the presence of any Hazardous Materials in, about or under the Premises
      or
      any building, or enter into any settlement agreement, consent decree or other
      compromise in respect to any claims relating to any Hazardous Materials in
      any
      way connected with the Premises, without first notifying Landlord of Tenant's
      intention to do so and affording Landlord ample opportunity to appear, intervene
      or otherwise appropriately assert and protect Landlord’s interest with respect
      thereto.

    


    
      
         

      

      
        Page
          19

        
          

        

      

      
         

      

    

    C. Notices.
      Tenant
      shall immediately notify Landlord in writing of; (i) any enforcement, clean
      up,
      removal or other governmental or regulatory action instituted, completed or
      threatened pursuant to any Hazardous Materials Laws; (ii) any claim made or
      threatened by any person against Tenant or the Premises relating to damage,
      contribution, cost recovery compensation, loss or injury resulting from or
      claimed to result from any Hazardous Materials; and (iii) any reports made
      to
      any governmental agency arising out of or in connection with any Hazardous
      Materials used or stored upon or removed from the Premises, including any
      complaints, notices, warnings or asserted violations in connection therewith.
      Tenant shall also supply to Landlord as promptly as possible, and in any event
      within five (5) business days after Tenant first receives or sends the same,
      with copies of all claims, reports, complaints, notices, warnings or asserted
      violations relating in any way to the Premises or Tenant's use thereof. Upon
      Landlord's request, Tenant shall promptly deliver to Landlord copies of
      hazardous waste manifests reflecting the legal and proper use and disposal
      of
      all Hazardous Materials used or removed from the Premises.

    


    D. Indemnification
      of Landlord.
      Tenant
      shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect
      and hold Landlord, its employees, agents, attorneys, successors, assigns,
      officials, officers, free and harmless from and against any and all claims,
      liabilities, penalties, forfeitures, losses or expenditures (including
      attorneys' fees) or death of or injury to any person or damage to any property
      whatsoever, arising from or caused in whole or in part, directly or indirectly,
      by (a) the presence in, on, upon or about the Premises or a discharge in or
      from
      the Premises of any Hazardous Materials or Tenant's use, analysis, storage,
      transportation, disposal, release, threatened release, discharge or generation
      of Hazardous Materials to, in, on, upon, about or from the Premises or (b)
      Tenant's failure to comply with any Hazardous Materials Law. Tenant's
      obligations hereunder shall include, without limitation, and whether foreseeable
      or unforeseeable, all costs of any required or necessary repair, clean up or
      detoxification or decontamination of the Premises, and the preparation and
      implementation of any closure, remedial action or other required plans in
      connection therewith, and shall survive the expiration or earlier termination
      of
      the term of this Lease or any extension thereof. For purposes of the release
      and
      indemnity provisions hereof, any acts or omissions of Tenant or its employees,
      agents, assignees, contractors, licensees or invitees of Tenant, or other acting
      for or on behalf of Tenant, whether or not they are negligent, intentional,
      willful or unlawful, shall be strictly attributable to Tenant. This
      indemnification shall survive the termination of this Lease.

    


    
      
         

      

      
        Page
          20

        
          

        

      

      
         

      

    

    
      	 	
              18.

            	
              SIGNS,
                ADVERTISING

            


    

    


    A. Type
      of Signs Allowed:

    


    Tenant
      shall not have the right to place, construct or maintain on the glass panes
      or
      supports of the show windows of the Premises, the doors, or the exterior walls
      or roof of the building in which the Premises is located or any interior
      portions of the Premises, any signs, advertisements, names insignia, trademarks,
      descriptive material, or any other similar item without Landlord's prior written
      consent. All such signs must conform to the requirements of the Hanford
      Municipal Code. Landlord, at Tenant's cost, can remove any item placed,
      construed or maintained that does not comply with the provisions of this
      paragraph. Tenant agrees to keep its signs on the Premises in a good state
      of
      repair and to save the Landlord harmless from any loss or damage resulting
      from
      the erection, maintenance, existence, or removal of any of Tenant's
      signs.

    


    Tenant
      shall not, without Landlord's consent, place, construct or maintain on the
      Premises any advertisement media, including without limitation, searchlights,
      flashing lights, loudspeakers, phonographs or other similar visual or audio
      media.

    


       B. Compliance
      with Laws:

    


    Any
      sign
      that Tenant has the right to place, construct and maintain shall comply with
      all
      laws, and Tenant shall obtain any approval required by such laws. Landlord
      makes
      no representation with respect to Tenant's ability to obtain such
      approval.

    


    
      	 	
              19.

            	
              SUBORDINATION-ESTOPPEL

            


    

    


    This
      Lease is and shall be subordinate to any encumbrance now of record or recorded
      after the date of this Lease affecting the Premises, and land of which the
      Premises is a part.

    


    Such
      subordination is effective without any further act of Tenant. Tenant shall
      from
      time to time on request from Landlord execute and deliver any documents or
      instruments that may be required by a lender to effectuate any subordination.
      If
      Tenant fails to execute and deliver any such documents or instruments, Tenant
      irrevocably constitutes and appoints Landlord as Tenant's special
      attorney-in-fact to execute and deliver any such documents or
      instruments.

    


    
      	 	
              20.

            	
              NOTICE

            


    

    


    Except as
      otherwise expressly provided herein, any notice, consent, authorization or
      other
      communication to be given hereunder shall be in writing and shall be deemed
      duly
      given and received when delivered personally, when transmitted by facsimile
      or
      e-mail if receipt is acknowledged by the addressee, one business day after
      being
      deposited for next-day delivery with a nationally recognized overnight delivery
      service, or three business day after being mailed by first class mail, charges
      and postage prepaid, property addressed to the party to receive such notice
      at
      the last address furnished for such purpose by the party to whom notice is
      directed and addressed as follows:

    


    
      
         

      

      
        Page
          21

        
          

        

      

      
         

      

    

     

    
      
        	
                (a)

              	
                In
                  the case of Landlord:

              
	 	 
	 	
                Deputy
                  City Manager

              
	 	
                City
                  of Hanford 

              
	 	
                319
                  N. Douty Hanford, CA 93230 

              
	 	
                or
                  such other address as Landlord may form time to time furnish to
                  Tenant

              
	 	 
	
                (b)

              	
                In
                  the case of Tenant:

              
	 	
                Keith
                  Meeks

              
	 	
                Global
                  Food Technologies

              
	 	
                1161
                  Campus Drive

              
	 	
                Hanford,
                  CA 93230

              
	 	
                or
                  such other addresses Tenant may form time to time furnish to
                  Landlord

              


      

    

    


    If
      mailed, said notice shall be deemed properly given when deposited in the United
      States mail.

    


    
      	 	
              21.

            	
              WAIVER
                OF BREACH

            


    

    


    Landlord's
      failure to take advantage of any default or breach of covenant on the part
      of
      Tenant shall not be, or be construed as a waiver thereof, nor shall any custom
      or practice which may grow up between the parties in the course of administering
      this Lease be construed to be a waiver or to lessen the right of Landlord to
      insist upon the performance by Tenant of any term, covenant, or condition
      hereof, or to exercise any rights given him on account of any such default.
      A
      waiver of a particular breach, or default, shall not be deemed to be a waiver
      of
      the same or any other subsequent breach or default.

    


    The
      receipt and acceptance by Landlord of delinquent rent shall not constitute
      a
      waiver of any default.

    


    No
      act or
      conduct of Landlord, including without limitation, the acceptance of the keys
      to
      the Premises shall constitute an acceptance of the surrender of the Premises
      by
      Tenant before the expiration of the term. Only a written notice from Landlord
      to
      Tenant shall constitute acceptance of the surrender of the Premises and
      accomplish a termination of the Lease.

    


    Landlord's
      consent to or approval of any act by Tenant requiring Landlord's consent or
      approval shall not be deemed to waiver or render unnecessary Landlord's consent
      to or approval of any subsequent act by Tenant.

    


    Any
      waiver by Landlord of any default must be in writing and shall not be a waiver
      of any other default concerning the same or any other provision of this
      Lease.

    


    
      
         

      

      
        Page
          22

        
          

        

      

      
         

      

    

    
      	 	
              22.

            	
              SALE
                OR TRANSFER OF PREMISES

            


    

    


    A. Effect
      on Lease:

    


    If
      Landlord sells or transfers all or any portion of the Premises, Landlord, on
      consummation of the sale or transfer, shall be released from any liability
      thereafter accruing under this Lease. If any security deposit or prepaid rent
      has been paid by Tenant, Landlord can transfer the security deposit or prepaid
      rent to Landlord's successor and on such transfer Landlord shall be discharged
      from any further liability in reference to the security deposit or prepaid
      rent.

    


    
      	 	
              23.

            	
              ATTORNEY'S
                FEES

            


    

    


    Should
      either party hereto institute any legal action to enforce any provision thereof,
      the prevailing party in such action shall be entitled to receive from the losing
      party such amount as the court may adjudge to be reasonable attorney’s fees.
      Should Landlord be named as a defendant in any suit brought against Tenant
      in
      connection with or arising out of Tenant's occupancy hereunder, Tenant shall
      pay
      to Landlord its costs and expenses incurred in such suit, including reasonable
      attorney’s fees. With respect to any suit, action or proceeding arising out of
      or related to this Lease, Landlord and Tenant submit to the jurisdiction and
      venue of the Superior Court, in the County of Kings, State of California, for
      any proceeding arising thereunder.

    


    
      	 	
              24.

            	
              ESTOPPEL
                CERTIFICATE

            


    

    


    Tenant
      shall, at any time and from time to time upon not less than ten (10) days prior
      written notice from Landlord, execute, acknowledge, and deliver to Landlord
      a
      statement in writing (i) certifying that this Lease is unmodified and in full
      force and effect (or if modified, stating the nature of such modification and
      certifying that this Lease as so modified, is in full force and effect) and
      the
      dates to which the rental and other charges are paid in advance, if any, and
      (ii) acknowledging that there are not, to Tenant's knowledge, any incurred
      defaults on the part of Landlord hereunder, or specifying such defaults, if
      any
      are claimed. Any such statement may be relied upon by any prospective purchaser
      or encumbrance of all or any portion of the real property of which the Premises
      are a part.

    


    Tenant's
      failure to deliver such statement within such time shall be conclusive upon
      Tenant (i) that this Lease is in full force and effect, without modification
      except as may be represented by Landlord, (ii) that there are no incurred
      defaults in Landlord's performance, and

    (iii)
      that not more than one (1) month's rental has been paid in advance.

    


    
      	 	
              25.

            	
              AGENCY

            


    

    


    Nothing,
      contained in this Lease shall be deemed or construed by the parties hereto
      or by
      any third person to create the relationship of principal and agent or of
      partnership or of joint venture or any other association other than Landlord
      and
      Tenant.

    


    
      	 	
              26.

            	
              TERMS
                AND CAPTIONS

            


    

    


    The
      words
      "Landlord" and "Tenant," as used herein, shall include the plural as well as
      the
      singular. Words used in any gender include other genders. If there be more
      than
      one Tenant, the obligations hereunder imposed upon Tenant shall be joint and
      several. The article captions of this Lease are not a part of this Lease and
      shall have no effect upon the construction or interpretation of any part
      hereof.

    


    
      
         

      

      
        Page
          23

        
          

        

      

      
         

      

    

    
      	 	
              27.

            	
              TIME
                OF ESSENCE

            


    

    


    Time
      is
      of the essence in the performance of each provision of this Lease.

    


    
      	 	
              28.

            	
              SUCCESSORS

            


    

    


    Subject
      to the provisions of paragraph 13 of this Lease, this Lease shall inure to
      the
      benefit of, and be binding upon, the successors and assigns of the parties
      hereto.

    


    
      	 	
              29.

            	
              STATUS
                OF PARTIES ON TERMINATION OF
                LEASE

            


    

    


    Except
      as
      otherwise provided in this Lease, if a party elects to terminate this Lease
      as
      allowed herein, on the date this Lease terminates, the parties shall be released
      from further liabilities and obligations and Landlord shall return to Tenant
      any
      unearned rent, as long as Tenant is not in default on the date the Lease
      terminates.

    


    
      	 	
              30.

            	
              PROVISIONS
                AND COVENANTS AND CONDITIONS

            


    

    


    All
      provisions, whether covenants or conditions, on the part of the Tenant shall
      be
      deemed to be both covenants and conditions.

    


    
      	 	
              31.

            	
              INVALIDITY

            


    

    


    If
      any
      term, covenant, condition, or provision of this Lease is held by a court of
      competent jurisdiction to be invalid, void, or unenforceable, the remainder
      of
      the provisions hereof shall remain in full force and effect and shall in no
      way
      be affected, impaired, or invalidated thereby.

    


    
      	 	
              32.

            	
              PRIOR
                AGREEMENTS, AMENDMENTS

            


    

    


    This
      Lease contains all of the agreements of the parties hereto with respect to
      any
      matter covered or mentioned in this Lease, and no prior agreement or
      understanding pertaining to any such matter shall be effective for any purpose.
      No provision of this Lease may be amended or added to, except by an agreement
      in
      writing signed by the parties hereto or their respective successors in
      interest.

    


    
      	 	
              33.

            	
              CONTROLLING
                LAW

            


    

    


    The
      validity, interpretation, and performance of this Lease shall be governed by
      the
      laws of the State of California.

    


    
      
         

      

      
        Page
          24

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, the parties hereto have executed this Lease on the date first
      set forth above.

     

    
      	
              “LANDLORD”

            	
              “TENANT”

            
	 	 
	
              CITY
                OF HANFORD

            	
              GLOBAL
                FOOD TECHNOLOGIES, INC

            
	 	 
	
              By:   
                /s/ Gary Meisenheimer

            	
              By:   
                /s/ Keith Meeks

            
	
              Gary
                Misenhimer

            	
              Keith
                Meeks, President

            


    

    City
      Manager