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                                                                   Exhibit 10.29

[AIR COMMERCIAL REAL ESTATE ASSOCIATION LOGO]

                      STANDARD OFFER, AGREEMENT AND ESCROW
                    INSTRUCTIONS FOR PURCHASE OF REAL ESTATE
                               (Non-Residential)
                     AIR Commercial Real Estate Association


                                                            April 15, 2004
                                                   (Date for Reference Purposes)

1.   BUYER.

     1.1  Oplink Communications, Inc. or Assignee, ("BUYER") hereby offers to
purchase the real property, hereinafter described, from the owner thereof
("SELLER") (collectively, the "PARTIES" or individually, a "PARTY"), through an
escrow ("ESCROW") to close on May 16, 2004 (see Addendum Paragraph C)
("EXPECTED CLOSING DATE") to be held by First American Title Company (Teresa
Woost) ("ESCROW HOLDER") whose address is 20545 Valley Green Drive, Cupertino,
CA 95014, Phone No. 408-873-2900, Facsimile No. 408-873-2920 upon the terms
and conditions set forth in this agreement ("AGREEMENT"). Buyer shall have the
right to assign Buyer's rights hereunder, but any such assignment shall not
relieve Buyer of Buyer's obligations herein unless Seller expressly releases
Buyer.

     1.2  The term "DATE OF AGREEMENT" as used herein shall be the date when
by execution and delivery (as defined in paragraph 20.2) of this document or a
subsequent counteroffer thereto, Buyer and Seller have reached agreement in
writing whereby Seller agrees to sell, and Buyer agrees to purchase, the
Property upon terms accepted by both Parties.

2.   PROPERTY.

     2.1  The real property ("PROPERTY") that is the subject of this offer
consists of (insert a brief physical description) an approximately 51,840
square foot building is located in the City of Fremont, County of Alameda,
State of California, is commonly known by the street address of 46305-46355
Landing Parkway and is legally described as: see the Preliminary Title Report
(APN: 519-0850-090-05).

     2.2  If the legal description of the Property is not complete or is
inaccurate, this Agreement shall not be invalid and the legal description shall
be completed or corrected to meet the requirements of First American Title
Company ("TITLE COMPANY"), which shall issue the title policy hereinafter
described.

     2.3  The Property includes, at no additional cost to Buyer, the permanent
improvements thereon, including those items which pursuant to applicable law
are a part of the property, as well as the following items, if any, owned by
Seller and at present located on the Property: electrical distribution systems
(power panel, bus ducting, conduits, disconnects, lighting fixtures); telephone
distribution systems (lines, jacks and connections only); space heaters;
heating, ventilating, air conditioning equipment ("HVAC"); air lines; fire
sprinkler systems; security and fire detection systems; carpets; window
coverings; wall coverings; and N/A (collectively, the "IMPROVEMENTS").

     2.4  The fire sprinkler monitor: / / is owned by Seller and included in the
Purchase Price, or /X/ is leased by Seller, and Buyer will need to negotiate a
new lease with the fire monitoring company.

     2.5  Except as provided in Paragraph 2.3, the Purchase Price does not
include Seller's personal property, furniture and furnishings, and N/A all of
which shall be removed by Seller prior to Closing.

3.   PURCHASE PRICE.

     3.1  The purchase price ("PURCHASE PRICE") to be paid by Buyer to Seller
for the Property shall be $4,758,000.00, payable as follows:

          (a) Cash down payment, including the Deposit as defined in paragraph
4.3 (or if an all cash transaction, the Purchase Price):    $4,758,000.00
                                                            -------------
              Total Purchase Price:                         $4,758,000.00
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4.   DEPOSITS.

     4.1  / /  Buyer has delivered to Broker a check in the sum of
$----------------, payable to Escrow Holder, to be held by Broker until both
Parties have executed this Agreement and the executed Agreement has been
delivered to Escrow Holder, or /x/ Buyer shall deliver to Escrow Holder a check
in the sum of $100,000.00 when both Parties have executed this Agreement and the
executed Agreement has been delivered to Escrow Holder. When cashed, the check
shall be deposited into the Escrow's trust account to be applied toward the
Purchase Price of the Property at the Closing. Should Buyer and Seller not enter
into an agreement for purchase and sale, Buyer's check or funds shall, upon
request by Buyer, be promptly returned to Buyer.


          (b)  Within 5 business days after the contingencies discussed in
paragraph 9.1 (a) through (k) are approved or waived, Buyer shall deposit with
Escrow Holder the additional sum of $100,000.00 to be applied to the Purchase
Price at the Closing and shall be non refundable to Buyer, and shall be applied
to Liquidated Damages set forth in Provision 21 of this Agreement.

     4.3  Escrow Holder shall deposit the funds deposited with it by Buyer
pursuant to paragraphs 4.1 and 4.2 (collectively the "DEPOSIT"), in a State or
Federally chartered bank in an interest bearing account whose term is
appropriate and consistent with the timing requirements of this transaction. The
interest therefrom shall accrue to the benefit of Buyer, who hereby acknowledges
that there may be penalties or interest forfeitures if the applicable instrument
is redeemed prior to its specified maturity. Buyer's Federal Tax Identification
Number is to be provided by Buyer. NOTE: Such interest bearing account cannot be
opened until Buyer's Federal Tax Identification Number is provided.


7.   REAL ESTATE BROKERS.

     7.1  The following real estate broker(s) ("BROKERS") and brokerage
relationships exist in this transaction and are consented to by the Parties
(check the applicable boxes):

/x/  Grubb & Ellis Company (John Serex)     represents Seller exclusively
                                            ("SELLER'S BROKER");

/x/  Colliers International (Dave Mein)     represents Buyer exclusively
                                            ("BUYER'S BROKER"); or

/ /  ----------------------------------     represents both Seller and Buyer
                                            ("DUAL AGENCY").

The Parties acknowledge that Brokers are the procuring cause of this Agreement.
See paragraph 24 for disclosures regarding the nature of a real estate agency
relationship. Buyer shall use the services of Buyer's Broker exclusively in
connection with any and all negotiations and offers with respect to the
Property for a period of 1 year from the Date of Agreement.

     7.2  Buyer and Seller each represent and warrant to the other that he/she/
it has had no dealings with any person, firm, broker or finder in connection
with the negotiation of this Agreement and/or the consummation of the purchase
and sale contemplated herein, other than the Brokers named in paragraph 7.1, and
no broker or other person, firm or entity, other than said Brokers is/are
entitled to any commission or finder's fee in connection with this transaction
as the result of any dealings or acts of such Party. Buyer and Seller do each
hereby agree to indemnify, defend, protect and hold the other harmless from and
against any costs, expenses or liability for compensation, commission or charges
which may be claimed by any broker, finder or other similar party, other than
said named Brokers by reason of any dealings or act of the indemnifying Party.

8.   ESCROW AND CLOSING.

     8.1  Upon acceptance hereof by Seller, this Agreement, including any
counter-offers incorporated herein by the Parties, shall constitute not only
the agreement of purchase and sale between Buyer and Seller, but also
instructions to Escrow Holder for the consummation of the Agreement through the
Escrow. Escrow Holder shall not prepare any further escrow instructions
restating or amending the Agreement unless specifically so instructed by the
Parties or a Broker herein. Subject to the reasonable approval of the Parties,
Escrow Holder may, however, include its standard general escrow provisions.


     8.2  As soon as practical after the receipt of this Agreement and any
relevant counteroffers, Escrow Holder shall ascertain the Date of Agreement as
defined in paragraphs 1.2 and 20.2 and advise the Parties and Brokers, in
writing, of the date ascertained.

     8.3  Escrow Holder is hereby authorized and instructed to conduct the
Escrow in accordance with this Agreement, applicable law and custom and
practice of the community in which Escrow Holder is located, including any
reporting requirements of the Internal Revenue Code. In the event of a
conflict between the law of the state where the Property is located and the law
of the state where the Escrow Holder is located, the law of the state where
the



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Property is located shall prevail.
     8.4  Subject to satisfaction of the contingencies herein described,
Escrow Holder shall close this escrow (the "Closing") by recording a general
warranty deed (a grant deed in California) and the other documents required to
be recorded, and by disbursing the funds and documents in accordance with this
Agreement.
     8.5  Buyer and Seller shall pay title fees and escrow fees per Alameda
County Standards.
     8.6  Escrow Holder shall verify that all of Buyer's contingencies have
been satisfied or waived prior to Closing. The matters contained in paragraphs
9.1 subparagraphs (b), (c), (d), (e), (g), (i), (n) and (o), 9.4, 9.5, 12, 13,
14, 16, 18, 20, 21, 22, and 24 are, however, matters of agreement between the
Parties only and are not instructions to Escrow Holder.
     8.7  If this transaction is terminated for non-satisfaction and non-waiver
of a Buyer's Contingency, as defined in paragraph 9.2, then neither of the
Parties shall thereafter have any liability to the other under this Agreement,
except to the extent of a breach of any affirmative covenant or warranty in
this Agreement. In the event of such termination, Buyer shall be promptly
refunded all funds deposited by Buyer with Escrow Holder, less only Title
Company and Escrow Holder cancellation fees and costs, all of which shall be
Buyer's obligation.
     8.8  The Closing shall occur on the Expected Closing Date, or as soon
thereafter as the Escrow is in condition for Closing; provided, however, that
if the Closing does not occur by the Expected Closing Date and said Date is not
extended by mutual instructions of the Parties, a Party not then in default
under this Agreement may notify the other Party, Escrow Holder, and Brokers, in
writing that, unless the Closing occurs within 5 business days following said
notice, the Escrow shall be deemed terminated without further notice or
instructions.
     8.9  Except as otherwise provided herein, the termination of Escrow shall
not relieve or release either Party from any obligation to pay Escrow Holder's
fees and costs or constitute a waiver, release or discharge of any breach or
default that has occurred in the performance of the obligations, agreements,
covenants or warranties contained therein.
     8.10 If this Escrow is terminated for any reason other than Seller's
breach or default, then at Seller's request, and as a condition to the return
of Buyer's deposit, Buyer shall within 5 days after written request deliver to
Seller, at no charge, copies of all surveys, engineering studies, soil reports,
maps, master plans, feasibility studies and other similar items prepared by or
for Buyer that pertain to the Property. Provided, however, that Buyer shall not
be required to deliver any such report if the written contract which Buyer
entered into with the consultant who prepared such report specifically forbids
the dissemination of the report to others.
9.   Contingencies to Closing.
     9.1  The Closing of this transaction is contingent upon the satisfaction or
waiver of the following contingencies. Buyer's conditional approval shall
constitute disapproval, unless provision is made by the Seller within the time
specified therefore by the Buyer in such conditional approval or by this
Agreement, whichever is later, for the satisfaction of the condition imposed by
the Buyer. Escrow Holder shall promptly provide all Parties with copies of any
written disapproval or conditional approval which it receives. With regard to
subparagraphs (a) through (l) the pre-printed time periods shall control unless
a different number of days is inserted in the spaces provided. With exception to
items 9.1(c) and (d), all other contingencies shall be waived no later than
twenty-one (21) days following the date of agreement.
     (a) Disclosure. Seller shall make to Buyer, through escrow, all of the
applicable disclosures required by law (See AIR Commercial Real Estate
Association ("AIR") standard form entitled "Seller's Mandatory Disclosure
Statement") and provide Buyer with a completed Property Information Sheet
("Property Information Sheet") concerning the Property, duly executed by or on
behalf of Seller in the current form or equivalent to that published by the
AIR within 5 days following the Date of Agreement. Buyer has 21 days from the
receipt of said disclosures to approve or disapprove the matters disclosed.
     (b) Physical Inspection. Buyer has 21 days from the receipt of the
Property Information Sheet or the Date of Agreement, whichever is later, to
satisfy itself with regard to the physical aspects and size of the Property.
     (c) Hazardous Substance Conditions Report. Buyer has 21 days from the
receipt of the Property Information Sheet or the Date of Agreement, whichever
is later, to satisfy itself with regard to the environmental aspects of the
Property. Seller recommends that Buyer obtain a Hazardous Substance Conditions
Report concerning the Property and relevant adjoining properties. Any such
report shall be paid for by Buyer. A "Hazardous Substance" for purposes of this
Agreement is defined as any substance whose nature and/or quantity of
existence, use, manufacture, disposal or effect, render it subject to Federal,
state or local regulation, investigation, remediation or removal as potentially
injurious to public health or welfare. A "Hazardous Substance Condition" for
purposes of this Agreement is defined as the existence on, under or relevantly
adjacent to the Property of a Hazardous Substance that would require
remediation and/or removal under applicable Federal, state or local law. In the
event that ERAS Environmental, or other appointed registered environmental
assessor(s), should recommend additional investigations be performed in their
Phase 1 environmental site assessment report findings for the subject property,
then the Buyer shall be granted an additional twenty-one (21) day period from
the Seller to complete said recommended investigations. However, said extension
shall only apply to sections 9.1(c) and 9.1(d).
     (d) Soil Inspection. Buyer has 21 days from the receipt of the Property
Information Sheet or the Date of Agreement, whichever is later, to satisfy
itself with regard to the condition of the soils on the Property. Seller
recommends that Buyer obtain a soil test report. Any such report shall be paid
for by Buyer. Seller shall provide Buyer copies of any soils report that
Seller may have within 10 days of the Date of Agreement. In the event that ERAS
Environmental, or other appointed registered environmental assessor(s), should
recommend additional investigations be performed in their Phase 1 environmental
site assessment report findings for the subject property, then the Buyer shall
be granted an additional twenty-one (21) day period from the Seller to complete
said recommended investigations. However, said extension shall only apply to
sections 9.1(c) and 9.1(d).
     (e) Governmental Approvals. Buyer has 21 days from the Date of Agreement
to satisfy itself with regard to approvals and permits from governmental
agencies or departments which have or may have jurisdiction over the Property
and which Buyer deems necessary or desirable in connection with its intended
use of the Property, including, but not limited to, permits and approvals
required with respect to zoning, planning, building and safety, fire, police,
handicapped and Americans with Disabilities Act requirements, transportation
and environmental matters.
     (f) Conditions of Title. Escrow Holder shall cause a current commitment for
title insurance ("Title Commitment") concerning the Property issued by the Title
Company, as well as legible copies of all documents referred to in the Title
Commitment ("Underlying Documents") to be delivered to Buyer within 10 or ----
days following the Date of Agreement. Buyer has 10 days from the receipt of the
Title Commitment and Underlying Documents to satisfy itself with regard to the
condition of title. The disapproval of Buyer of any monetary encumbrance, which
by the terms of this Agreement is not to remain against the Property after the
Closing, shall not be considered a failure of this contingency, as Seller shall
have the obligation, at Seller's expense, to satisfy and remove such disapproved
monetary encumbrance at or before the Closing.
     (g) Survey. Buyer has 10 days from the receipt of the Title Commitment and
Underlying Documents to satisfy itself with regard to any ALTA title supplement
based upon a survey prepared to American Land Title Association ("ALTA")
standards for an owner's policy by a licensed surveyor, showing the legal
description and boundary lines of the Property, any easements of record, and
any improvements, poles, structures and things located within 10 feet of
either side of the Property boundary lines. Any such survey shall be prepared
at Buyer's direction and expense. If Buyer has obtained a survey and approved
the ALTA title supplement, Buyer may elect within the period allowed for
Buyer's approval of a survey to have an ALTA extended coverage owner's form of
title policy, in which event Buyer shall pay any additional premium
attributable thereto.
     (h) Existing Leases and Tenancy Statements. Seller shall within 10 or ----
days of the Date of Agreement provide both Buyer and Escrow Holder with legible
copies of all leases, subleases or rental arrangements (collectively, "Existing
Leases") affecting the Property, and with a tenancy statement ("Estoppel
Certificate") in the latest form or equivalent to that published by the AIR,
executed by Seller and/or each tenant and subtenant of the Property. Seller
shall use its best efforts to have each tenant complete and execute an Estoppel
Certificate. If any tenant fails or refuses to provide an Estoppel Certificate
then Seller shall complete and execute an Estoppel Certificate for that tenancy.
Buyer has 10 days from the receipt of said Existing Leases and Estoppel
Certificates to satisfy itself with regard to the Existing Leases and any other
tenancy issues.
     (i) Other Agreements. Seller shall within 5 days of the Date of Agreement
provide Buyer with legible copies of all other agreements ("Other Agreements")
known to Seller that will affect the Property after Closing. Buyer has 10 days
from the receipt of said Other Agreements to satisfy itself with regard to such
Agreements.




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          (m) Destruction, Damage or Loss. There shall not have occurred prior
to the Closing, a destruction of, or damage or loss to, the Property or any
portion thereof, from any cause whatsoever, which would cost more than
$10,000.00 to repair or cure. If the cost of repair or cure is $10,000.00 or
less, Seller shall repair or cure the loss prior to the Closing. Buyer shall
have the option, within 10 days after receipt of written notice of a loss
costing more than $10,000.00 to repair or cure, to either terminate this
transaction or to purchase the Property notwithstanding such loss, but without
deduction or offset against the Purchase Price. If the cost to repair or cure is
more than $10,000.00, and Buyer does not elect to terminate this transaction,
Buyer shall be entitled to any insurance proceeds applicable to such loss.
Unless otherwise notified in writing, Escrow Holder shall assume no such
destruction, damage or loss has occurred prior to Closing.

          (n) Material Change. Buyer shall have 10 days following receipt of
written notice of a Material Change within which to satisfy itself with regard
to such change. "MATERIAL CHANGE" shall mean a change in the status of the use,
occupancy, tenants, or condition of the Property that occurs after the date of
this offer and prior to the Closing. Unless otherwise notified in writing,
Escrow Holder shall assume that no Material Change has occurred prior to the
Closing.

          (o) Seller Performance. The delivery of all documents and the due
performance by Seller of each and every undertaking and agreement to be
performed by Seller under this Agreement.

          (p) Warranties. That each representation and warranty of Seller herein
be true and correct as of the Closing. Escrow Holder shall assume that this
condition has been satisfied unless notified to the contrary in writing by any
Party prior to the Closing.

          (q) Brokerage Fee. Payment of the Closing of such brokerage fee as is
specified in this Agreement or later written instructions to Escrow Holder
executed by Seller and Brokers ("BROKERAGE FEE"). It is agreed by the Parties
and Escrow Holder that Brokers are a third party beneficiary of this Agreement
insofar as the Brokerage Fee is concerned, and that no change shall be made with
respect to the payment of the Brokerage Fee specified in this Agreement, without
the written consent of Brokers.

     9.2 All of the contingencies specified in subparagraphs (a) through (p) of
paragraph 9.1 are for the benefit of, and may be waived by, Buyer, and may be
elsewhere herein referred to as "BUYER CONTINGENCIES."

     9.3 If any Buyer's Contingency or any other matter subject to Buyer's
approval is disapproved as provided for herein in a timely manner ("DISAPPROVED
ITEM"), Seller shall have the right within 15 days following the receipt of
notice of Buyer's disapproval to elect to cure such Disapproved Item prior to
the Expected Closing Date ("SELLER'S ELECTION"). Seller's failure to give to
Buyer within such period, written notice of Seller's commitment to cure such
Disapproved Item on or before the Expected Closing Date shall be conclusively
presumed to be Seller's Election not to cure such Disapproved Item. If Seller
elects, either by written notice or failure to give written notice, not to cure
a Disapproved Item, Buyer shall have the election, within 10 days after Seller's
Election to either accept title to the Property subject to such Disapproved
Item, or to terminate this transaction. Buyer's failure to notify Seller in
writing of Buyer's election to accept title to the Property subject to the
Disapproved Item without deduction or offset shall constitute Buyer's election
to terminate this transaction. Unless expressly provided otherwise herein,
Seller's right to cure shall not apply to the remediation of Hazardous Substance
Conditions or to the Financing Contingency. Unless the Parties mutually instruct
otherwise, if the time periods for the satisfaction of contingencies or for
Seller's and Buyer's said Elections would expire on a date after the Expected
Closing Date, the Expected Closing Date shall be deemed extended for 3 business
days following the expiration of: (a) the applicable contingency period(s), (b)
the period within which the Seller may elect to cure the Disapproved Item, or
(c) if Seller elects not to cure, the period within which Buyer may elect to
proceed with this transaction, whichever is later.

     9.4 Buyer understands and agrees that until such time as all Buyer's
Contingencies have been satisfied or waived, Seller and/or its agents may
solicit, entertain and/or accept back-up offers to purchase the subject
Property.

     9.5 The Parties acknowledge that extensive local, state and Federal
legislation establish broad liability upon owners and/or users of real property
for the investigation and remediation of Hazardous Substances. The
determination of the existence of a Hazardous Substance Condition and the
evaluation of the impact of such a condition are highly technical and beyond
the expertise of Brokers. The Parties acknowledge that they have been advised
by Brokers to consult their own technical and legal experts with respect to the
possible presence of Hazardous Substances on this Property or adjoining
properties, and Buyer and Seller are not relying upon any investigation by or
statement of Brokers with respect thereto. The Parties hereby assume all
responsibility for the impact of such Hazardous Substances upon their
respective interests herein.

     10. DOCUMENTS REQUIRED AT OR BEFORE CLOSING:

     10.1 Five days prior to the Closing date Escrow Holder shall obtain an
updated Title Commitment concerning the Property from the Title Company and
provide copies thereof to each of the Parties.

     10.2 Seller shall deliver to Escrow Holder in time for delivery to Buyer
at the Closing:

          (a) Grant or general warranty deed, duly executed and in recordable
form, conveying fee title to the Property to Buyer.

          (b) If applicable, the Beneficiary Statements concerning Existing
Note(s).

          (c) If applicable, the Existing Leases and Other Agreements together
with duly executed assignments thereof by Seller and Buyer. The assignment of
Existing Leases shall be on the most recent Assignment and Assumption of
Lessor's interest in Lease form published by the AIR or its equivalent.

          (d) If applicable, Estoppel Certificates executed by Seller and/or
the tenant(s) of the Property.

          (e) An affidavit executed by Seller to the effect that Seller is not a
"foreign person" within the meaning of Internal Revenue Code Section 1445 or
successor statutes. If Seller does not provide such affidavit in form reasonably
satisfactory to Buyer at least 3 business days prior to the Closing, Escrow
Holder shall at the Closing deduct from Seller's proceeds and remit to Internal
Revenue Service such sum as is required by applicable Federal law with respect
to purchases from foreign sellers.

          (f) If the Property is located in California, an affidavit executed by
Seller to the effect that Seller is not a "nonresident" within the meaning of
California Revenue and Tax Code Section 18662 or successor statutes. If Seller
does not provide such affidavit in form reasonably satisfactory to Buyer at
least 3 business days prior to the Closing, Escrow Holder shall at the Closing
deduct from Seller's proceeds and remit to the Franchise Tax Board such sum as
is required by such statute.

          (g) If applicable, a bill of sale, duly executed, conveying title to
any included personal property to Buyer.

          (h) If the Seller is a corporation, a duly executed corporate
resolution authorizing the execution of this Agreement and the sale of the
Property.

     10.3 Buyer shall deliver to Seller through Escrow:

          (a) The cash portion of the Purchase Price and such additional sums as
are required of Buyer under this Agreement shall be deposited by Buyer with
Escrow Holder, by federal funds wire transfer, or any other method acceptable to
Escrow Holder as immediately collectable funds, no later than 2:00 P.M. on the
business day prior to the Expected Closing Date.

          (b) If a Purchase Money Note and Purchase Money Deed of Trust are
called for by this Agreement, the duly executed originals of those documents,
the Purchase Money Deed of Trust being in recordable form, together with
evidence of fire insurance on the improvements in the amount of the full
replacement cost naming Seller as a mortgage loss payee, and a real estate tax
service contract (at Buyer's expense), assuring Seller of notice of the status
of payment of real property taxes during the life of the Purchase Money Note.

          (c) The Assignment and Assumption of Lessor's Interest in Lease form
specified in paragraph 10.2(c) above, duly executed by Buyer.

          (d) Assumptions duly executed by Buyer of the obligations of Seller
that accrue after Closing under any Other Agreements.

          (e) If applicable, a written assumption duly executed by Buyer of the
loan documents with respect to Existing Notes.

          (f) If the Buyer is a corporation, a duly executed corporate
resolution authorizing the execution of this Agreement and the purchase of the
Property.

     10.4 At Closing, Escrow Holder shall cause to be issued to Buyer a
standard coverage (or ALTA extended, if elected pursuant to 9.1(g)) owner's
form policy of title insurance effective as of the Closing, issued by the Title
Company in the full amount of the Purchase Price, insuring title to the
Property vested in Buyer, subject only to the exceptions approved by Buyer. In
the event there is a Purchase Money Deed of Trust in this transaction, the
policy of title insurance shall be a joint protection policy insuring both
Buyer and Seller.

IMPORTANT: IN A PURCHASE OR EXCHANGE OF REAL PROPERTY, IT MAY BE ADVISABLE TO
OBTAIN TITLE INSURANCE IN CONNECTION WITH THE CLOSE OF ESCROW SINCE THERE MAY
BE PRIOR RECORDED LIENS AND ENCUMBRANCES WHICH AFFECT YOUR INTEREST IN THE
PROPERTY BEING ACQUIRED. A NEW POLICY OF TITLE INSURANCE SHOULD BE OBTAINED IN
ORDER TO ENSURE YOUR INTEREST IN THE PROPERTY THAT YOU ARE ACQUIRING.

11. PRORATIONS AND ADJUSTMENTS.

     11.1 Taxes. Applicable real property taxes and special assessment bonds
shall be prorated through Escrow as of the date of the Closing, based upon the
latest tax bill available. The Parties agree to prorate as of the Closing any
taxes assessed against the Property by supplemental bill levied by reason of
events occurring prior to the Closing. Payment of the prorated amount shall be
made promptly in cash upon receipt of a copy of any




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supplemental bill.

     11.2 Insurance. WARNING: Any insurance which Seller maintained will
terminate on the Closing. Buyer is advised to obtain appropriate insurance to
cover the Property.

     11.3 Rentals, Interest and Expenses. Scheduled rentals, interest on
Existing Notes, utilities, and operating expenses shall be prorated as of the
date of Closing. The Parties agree to promptly adjust between themselves
outside of Escrow any rents received after the Closing.

     11.4 Security Deposit. Security Deposits held by Seller shall be given to
Buyer as a credit to the cash required of Buyer at the Closing.

     11.5 Post Closing Matters. Any item to be prorated that is not determined
or determinable at the Closing shall be promptly adjusted by the Parties by
appropriate cash payment outside of the Escrow when the amount due is
determined.

     11.6 Variations in Existing Note Balances. In the event that Buyer is
purchasing the Property subject to an Existing Deed of Trust(s), and in the
event that a Beneficiary Statement as to the applicable Existing Note(s)
discloses that the unpaid principal balance of such Existing Note(s) at the
Closing will be more or less than the amount set forth in paragraph 3.1(c)
hereof ("Existing Note Variation"), then the Purchase Money Note(s) shall be
reduced or increased by an amount equal to such Existing Note Variation. If
there is to be no Purchase Money Note, the cash required at the Closing per
paragraph 3.1(a) shall be reduced or increased by the amount of such Existing
Note Variation.

     11.7 Variations in New Loan Balance. In the event Buyer is obtaining a New
Loan and the amount ultimately obtained exceeds the amount set forth in
paragraph 5.1, then the amount of the Purchase Money Note, if any, shall be
reduced by the amount of such excess.

12.  REPRESENTATION AND WARRANTIES OF SELLER AND DISCLAIMERS.

     12.1 Seller's warranties and representations shall survive the Closing and
delivery of the deed for a period of 3 years, and, are true, material and
relied upon by Buyer and Brokers in all respects. Seller hereby makes the
following warranties and representations to Buyer and Brokers:

          (a) Authority of Seller. Seller is the owner of the Property and/or
has the full right, power and authority to sell, convey and transfer the
Property to Buyer as provided herein, and to perform Seller's obligations
hereunder.

          (b) Maintenance During Escrow and Equipment Condition At Closing.
Except as otherwise provided in paragraph 9.1(m) hereof, Seller shall maintain
the Property until the Closing in its present condition, ordinary wear and tear
excepted. The HVAC, plumbing, elevators, loading doors and electrical systems
shall be in good operating order and condition at the time of Closing.

          (c) Hazardous Substances/Storage Tanks. Seller has no knowledge,
except as otherwise disclosed to Buyer in writing, of the existence or prior
existence on the Property of any Hazardous Substance, nor of the existence or
prior existence of any above or below ground storage tank.

          (d) Compliance. Seller has no knowledge of any aspect or condition of
the Property which violates applicable laws, rules, regulations, codes or
covenants, conditions or restrictions, or of improvement or alterations made to
the Property without a permit where one was required, or of any unfulfilled
order or directive of any applicable governmental agency or casualty insurance
company requiring any investigation, remediation, repair, maintenance or
improvement be performed on the Property.

          (e) Changes in Agreements. Prior to the Closing, Seller will not
violate or modify any Existing Lease or Other Agreement, or create any new
leases or other agreements affecting the Property, without Buyer's written
approval, which approval will not be unreasonably withheld.

          (f) Possessory Rights. Seller has no knowledge that anyone will, at
the Closing, have any right to possession of the Property, except as disclosed
by this Agreement or otherwise in writing to Buyer.

          (g) Mechanics' Liens. There are no unsatisfied mechanics' or
materialmens' lien rights concerning the Property.

          (h) Actions, Suits or Proceedings. Seller has no knowledge of any
actions, suits or proceedings pending or threatened before any commission,
board, bureau, agency, arbitrator, court or tribunal that would affect the
Property or the right to occupy or utilize same.

          (i) Notice of Changes. Seller will promptly notify Buyer and Brokers
in writing of any Material Change (see paragraph 9.1(n)) affecting the Property
that becomes known to Seller prior to the Closing.

          (j) No Tenant Bankruptcy Proceedings. Seller has no notice or
knowledge that any tenant of the Property is the subject of a bankruptcy or
insolvency proceeding.

          (k) No Seller Bankruptcy Proceedings. Seller is not the subject of a
bankruptcy, insolvency or probate proceeding.

          (l) Personal Property. Seller has no knowledge that anyone will, at
the Closing, have any right to possession of any personal property included in
the Purchase Price nor knowledge of any liens or encumbrances affecting such
personal property, except as disclosed by this Agreement or otherwise in
writing to Buyer.

     12.2 Buyer hereby acknowledges that, except as otherwise stated in this
Agreement, Buyer is purchasing the Property in its existing condition and will,
by the time called for herein, make or have waived all inspections of the
Property Buyer believes are necessary to protect its own interest in, and its
contemplated use of, the Property. The Parties acknowledge that, except as
otherwise stated in this Agreement, no representations, inducements, promises,
agreements, assurances, oral or written, concerning the Property, or any aspect
of the occupational safety and health laws, Hazardous Substance laws, or any
other act, ordinance or law, have been made by either Party or Brokers, or
relied upon by either Party hereto.

     12.3 In the event that Buyer learns that a Seller representation or
warranty might be untrue prior to the Closing, and Buyer elects to purchase the
Property anyway then, and in that event, Buyer waives any right that it may
have to bring an action or proceeding against Seller or Brokers regarding said
representation or warranty.

     12.4 Any environmental reports, soils reports, surveys, and other similar
documents which were prepared by third party consultants and provided to Buyer
by Seller or Seller's representatives, have been delivered as an accommodation
to Buyer and without any representation or warranty as to the sufficiency,
accuracy, completeness, and/or validity of said documents, all of which Buyer
relies on at its own risk. Seller believes said documents to be accurate, but
Buyer is advised to retain appropriate consultants to review said documents and
investigate the Property.

13.  POSSESSION.
Possession of the Property shall be given to Buyer at the Closing.

14.  BUYER'S ENTRY.
At any time during the Escrow period, Buyer, and its agents and representatives,
shall have the right at reasonable times and subject to rights of tenants, to
enter upon the Property for the purpose of making inspections and tests
specified in this Agreement. No destructive testing shall be conducted, however,
without Seller's prior approval which shall not be unreasonably withheld.
Following any such entry or work, unless otherwise directed in writing by
Seller, Buyer shall return the Property to the condition it was in prior to such
entry or work, including the recompaction or removal of any disrupted soil or
material as Seller may reasonably direct. All such inspections and tests and any
other work conducted or materials furnished with respect to the Property by or
for Buyer shall be paid for by Buyer as and when due and Buyer shall indemnify,
defend, protect and hold harmless Seller and the Property of and from any and
all claims, liabilities, losses, expenses (including reasonable attorneys'
fees), damages, including those for injury to person or property, arising out of
or relating to any such work or materials or the acts or omissions of Buyer, its
agents or employees in connection therewith.

15. FURTHER DOCUMENTS AND ASSURANCES.
The Paries shall each, diligently and in good faith, undertake all actions and
procedures reasonably required to place the Escrow in condition for Closing as
and when required by this Agreement. The Parties agree to provide all further
information, and to execute and deliver all further documents, reasonably
required by Escrow Holder or the Title Company.

17.  PRIOR AGREEMENTS/AMENDMENTS.

     17.1 This Agreement supersedes any and all prior agreements between Seller
and Buyer regarding the Property.

     17.2 Amendments to this Agreement are effective only if made in writing
and executed by Buyer and Seller.

18.  BROKER'S RIGHTS.

     18.2 Upon the Closing, Brokers are not authorized to publicize the facts
of this transaction.

19.  NOTICES.

     19.1 Whenever any Party, Escrow Holder or Brokers herein shall desire to
give or serve any notice, demand, request, approval, disapproval or other
communication, each such communication shall be in writing and shall be
delivered personally, by messenger or by mail, postage prepaid, to the address
set forth in this Agreement or by facsimile transmission.

     19.2 Service of any such communication shall be deemed made on the date of
actual receipt if personally delivered. Any such communication sent by regular
mail shall be deemed given 48 hours after the same is mailed. Communications
sent by United States Express Mail or overnight courier that guarantee next day
delivery shall be deemed delivered 24 hours after delivery of the same to the
Postal Service or courier. Communications transmitted by facsimile transmission
shall be deemed delivered upon telephonic confirmation of receipt (confirmation
report from fax machine is sufficient), provided a copy is also delivered via
delivery or mail. If such communication is received on a Saturday, Sunday or
legal holiday, it shall be deemed received on the next business day.



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       JL                                                           DSG
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                                     Page 5
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2000-AIR COMMERCIAL REAL ESTATE ASSOCIATION

<PAGE>
     19.3 Any Party or Broker hereto may from time to time, by notice in
writing, designate a different address to which, or a different person or
additional persons to whom, all communications are thereafter to be made.

20.  DURATION OF OFFER.

     20.1 If this offer is not accepted by Seller on or before 5:00 P.M.
according to the time standard applicable to the city of Fremont on the date of
April 16, 2004, it shall be deemed automatically revoked.

     20.2 The acceptance of this offer, or of any subsequent counteroffer
hereto, that creates an agreement between the Parties as described in paragraph
1.2, shall be deemed made upon delivery to the other Party or either Broker
herein of a duly executed writing unconditionally accepting the last outstanding
offer or counteroffer.

21.  LIQUIDATED DAMAGES. (This Liquidated Damages paragraph is applicable only
if initialed by both Parties).

THE PARTIES AGREE THAT IT WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX,
PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY
SELLER IF BUYER FAILS TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
THEREFORE, IF, AFTER THE SATISFACTION OR WAIVER OF ALL CONTINGENCIES PROVIDED
FOR THE BUYER'S BENEFIT, BUYER BREACHES THIS AGREEMENT, SELLER SHALL BE ENTITLED
TO LIQUIDATED DAMAGES IN THE AMOUNT OF $200,000.00. UPON PAYMENT OF SAID SUM TO
SELLER, BUYER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER, AND ANY
ESCROW CANCELLATION FEES AND TITLE COMPANY CHARGES SHALL BE PAID BY SELLER. THE
LIQUIDATED DAMAGES ARE THE SELLER'S, BUYER'S BROKER'S, AND SELLER'S BROKER'S
SOLE REMEDY AGAINST BUYER IF BUYER DEFAULTS OR BREACHES THIS AGREEMENT.

                   /s/ JL                          /s/ DSG
               --------------------          --------------------
                  BUYER INITIALS                SELLER INITIALS





22.  ARBITRATION OF DISPUTES. (This Arbitration of Disputes paragraph is
applicable only if initialed by both Parties.)

     22.1 ANY CONTROVERSY AS TO WHETHER SELLER IS ENTITLED TO THE LIQUIDATED
DAMAGES AND/OR BUYER IS ENTITLED TO THE RETURN OF DEPOSIT MONEY, SHALL BE
DETERMINED BY BINDING ARBITRATION BY, AND UNDER THE COMMERCIAL RULES OF THE
AMERICAN ARBITRATION ASSOCIATION ("COMMERCIAL RULES"). ARBITRATION HEARINGS
SHALL BE HELD IN THE COUNTY WHERE THE PROPERTY IS LOCATED. ANY SUCH CONTROVERSY
SHALL BE ARBITRATED BY 3 ARBITRATORS WHO SHALL BE IMPARTIAL REAL ESTATE BROKERS
WITH AT LEAST 5 YEARS OF FULL TIME EXPERIENCE IN BOTH THE AREA WHERE THE
PROPERTY IS LOCATED AND THE TYPE OF REAL ESTATE THAT IS THE SUBJECT OF THIS
AGREEMENT. THEY SHALL BE APPOINTED UNDER THE COMMERCIAL RULES. THE ARBITRATORS
SHALL HEAR AND DETERMINE SAID CONTROVERSY IN ACCORDANCE WITH APPLICABLE LAW, THE
INTENTION OF THE PARTIES AS EXPRESSED IN THIS AGREEMENT AND ANY AMENDMENTS
THERETO, AND UPON THE EVIDENCE PRODUCED AT AN ARBITRATION HEARING.
PRE-ARBITRATION DISCOVERY SHALL BE PERMITTED IN ACCORDANCE WITH THE COMMERCIAL
RULES OR STATE LAW APPLICABLE TO ARBITRATION PROCEEDINGS. THE AWARD SHALL BE
EXECUTED BY AT LEAST 2 OF THE 3 ARBITRATORS, BE RENDERED WITHIN 30 DAYS AFTER
THE CONCLUSION OF THE HEARING, AND MAY INCLUDE ATTORNEYS' FEES AND COSTS TO THE
PREVAILING PARTY PER PARAGRAPH 16 HEREOF. JUDGMENT MAY BE ENTERED ON THE AWARD
IN ANY COURT OF COMPETENT JURISDICTION NOTWITHSTANDING THE FAILURE OF A PARTY
DULY NOTIFIED OF THE ARBITRATION HEARING TO APPEAR THEREAT.

     22.2 BUYER'S RESORT TO OR PARTICIPATION IN SUCH ARBITRATION PROCEEDINGS
SHALL NOT BAR SUIT IN A COURT OF COMPETENT JURISDICTION BY THE BUYER FOR DAMAGES
AND/OR SPECIFIC PERFORMANCE UNLESS AND UNTIL THE ARBITRATION RESULTS IN AN AWARD
TO THE SELLER OF LIQUIDATED DAMAGES, IN WHICH EVENT SUCH AWARD SHALL ACT AS A
BAR AGAINST ANY ACTION BY BUYER FOR DAMAGES AND/OR SPECIFIC PERFORMANCE.

     22.3 NOTICE: BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES"
PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU
ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A
COURT OR JURY TRIAL. BY INITIALING IN THE SPACE BELOW YOU ARE GIVING UP YOUR
JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE SPECIFICALLY
INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO
ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE
UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO
THIS ARBITRATION PROVISION IS VOLUNTARY.


WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING
OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES" PROVISION TO
NEUTRAL ARBITRATION.

                   /s/ JL                          /s/ DSG
               --------------------          --------------------
                  BUYER INITIALS                SELLER INITIALS





23.  MISCELLANEOUS

     23.1  BINDING EFFECT.  This Agreement shall be binding on the Parties
without regard to whether or not paragraphs 21 and 22 are initialed by both of
the Parties. Paragraphs 21 and 22 are each incorporated into this Agreement only
if initialed by both Parties at the time that the Agreement is executed.

     23.2  APPLICABLE LAW.  This Agreement shall be governed by, and paragraph
22.3 is amended to refer to, the laws of the state in which the Property is
located.

     23.3  TIME OF ESSENCE. Time is of the essence of this Agreement.

     23.4  COUNTERPARTS. This Agreement may be executed by Buyer and Seller in
counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument. Escrow Holder, after
verifying that the counterparts are identical except for the signatures, is
authorized and instructed to combine the signed signature pages on one of the
counterparts, which shall then constitute the Agreement.

     23.5  WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE
RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR
ARISING OUT OF THIS AGREEMENT.

     23.6  CONFLICT.  Any conflict between the printed provisions of this
Agreement and the typewritten or handwritten provisions shall be controlled by
the typewritten or handwritten provisions.

24.  DISCLOSURES REGARDING THE NATURE OF A REAL ESTATE AGENCY RELATIONSHIP.

     24.1 The Parties and Brokers agree that their relationship(s) shall be
governed by the principles set forth in the applicable sections of the
California Civil Code, as summarized in paragraph 24.2.

     24.2 When entering into a discussion with a real estate agent regarding a
real estate transaction, a Buyer or Seller should from the outset understand
what type of agency relationship or representation it has with the agent or
agents in the transaction. Buyer and Seller acknowledge being advised by the
Brokers in this transaction, as follows:

          (a) Seller's Agent. A Seller's agent under a listing agreement with
the Seller acts as the agent for the Seller only. A Seller's agent or subagent
has the following affirmative obligations: (1) To the Seller: A fiduciary duty
of utmost care, integrity, honesty, and loyalty in dealings with the Seller. (2)
To the Buyer and the Seller: a. Diligent exercise of reasonable skills and care
in performance of the agent's duties. b. A duty of honest and fair dealing and
good faith. c. A duty to disclose all facts known to the agent materially
affecting the value or desirability of the property that are not known to, or
within the

   /s/ JL                                                         /s/ DSG
--------------------                                        --------------------

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      Initials                                                    Initials

2000-AIR COMMERCIAL REAL ESTATE ASSOCIATION                     FORM OFA-4-8/00E

                                     Page 6
                                    REVISED
<PAGE>
diligent attention and observation of, the Parties. An agent is not obligated
to reveal to either Party any confidential information obtained from the other
Party which does not involve the affirmative duties set forth above.

          (b) Buyer's Agent.  A selling agent can, with a Buyer's consent, agree
to act as agent for the Buyer only. In these situations, the agent is not the
Seller's agent, even if by agreement the agent may receive compensation for
services rendered, either in full or in part from the Seller. An agent acting
only for a Buyer has the following affirmative obligations: (1) To the Buyer: A
fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with
the Buyer. (2) To the Buyer and the Seller: a. Diligent exercise of reasonable
skills and care in performance of the agent's duties. b. A duty of honest and
fair dealing and good faith. c. A duty to disclose all facts known to the agent
materially affecting the value or desirability of the property that are not
known to, or within the diligent attention and observation of, the Parties. An
agent is not obligated to reveal to either Party any confidential information
obtained from the other Party which does not involve the affirmative duties set
forth above.

          (c) Agent Representing Both Seller and Buyer: A real estate agent,
either acting directly or through one or more associate licenses, can legally be
the agent of both the Seller and the Buyer in a transaction, but only with the
knowledge and consent of both the Seller and the Buyer. (1) In a dual agency
situation, the agent has the following affirmative obligations to both the
Seller and the Buyer: a. A fiduciary duty of utmost care, integrity, honesty and
loyalty in the dealings with either Seller or the Buyer. b. Other duties to the
Seller and the Buyer as stated above in their respective sections (a) or (b) of
this paragraph 24.2. (2) In representing both Seller and Buyer, the agent may
not without the express permission of the respective Party, disclose to the
other Party that the Seller will accept a price less than the listing price or
that the Buyer will pay a price greater than the price offered. (3) The above
duties of the agent in a real estate transaction do not relieve a Seller or
Buyer from the responsibility to protect their own interests. Buyer and Seller
should carefully read all agreements to assure that they adequately express
their understanding of the transaction. A real estate agent is a person
qualified to advise about real estate. If legal or tax advice is desired,
consult a competent professional.

          (d) Further Disclosures. Throughout this transaction Buyer and Seller
may receive more than one disclosure, depending upon the number of agents
assisting in the transaction. Buyer and Seller should each read its contents
each time it is presented, considering the relationship between them and the
real estate agent in this transaction and that disclosure. Brokers have no
responsibility with respect to any default or breach hereof by either Party. The
liability (including court costs and attorneys' fees), of any Broker with
respect to any breach of duty, error or omission relating to this Agreement
shall not exceed the fee received by such Broker pursuant to this Agreement;
provided, however, that the foregoing limitation on each Broker's liability
shall not be applicable to any gross negligence or willful misconduct of such
Broker.

     24.3 Confidential Information: Buyer and Seller agree to identify to
Brokers as "Confidential" any communication or information given Brokers that
is considered by such Party to be confidential.

25.  CONSTRUCTION OF AGREEMENT. In construing this Agreement, all headings and
titles are for the convenience of the parties only and shall not be considered
a part of this Agreement. Whenever required by the context, the singular shall
include the plural and vice versa. Unless otherwise specifically indicated to
the contrary, the word "days" as used in this Agreement shall mean and refer to
calendar days. This Agreement shall not be construed as if prepared by one of
the parties, but rather according to its fair meaning as a whole, as if both
parties had prepared it.

26.  ADDITIONAL PROVISIONS:
Additional provisions of this offer, if any, are as follows or are attached
hereto by an addendum consisting of paragraphs A through C. (If there are no
additional provisions write "NONE".)

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ATTACHMENTS:   California Sale/Lease Americans with Disabilities Act, Hazardous
               Materials, and Tax Disclosure
               Receipt for Earthquake Safety & Fault-Rupture Hazard Zones
               booklets
               The Commercial Property Owner's Guide to Earthquake Safety
               booklet
               Fault-Rupture Hazard Zones in California booklet

--------------------------------------------------------------------------------
ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL
REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL
EFFECT, OR TAX CONSEQUENCES OF THIS AGREEMENT OR THE TRANSACTION TO WHICH IT
RELATES. THE PARTIES ARE URGED TO:

1.   SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
AGREEMENT.
2.   RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF
THE PROPERTY. SAID INVESTIGATION SHOULD
INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES,
THE ZONING OF THE PROPERTY, THE INTEGRITY AND CONDITION OF ANY STRUCTURES AND
OPERATING SYSTEMS, AND THE SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE.

WARNING: IF THE PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN
PROVISIONS OF THIS AGREEMENT MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF
THE STATE IN WHICH THE PROPERTY IS LOCATED.
--------------------------------------------------------------------------------

NOTE:
     1.   THIS FORM IS NOT FOR USE IN CONNECTION WITH THE SALE OF RESIDENTIAL
PROPERTY.
     2.   IF THE BUYER IS A CORPORATION, IT IS RECOMMENDED THAT THIS AGREEMENT
BE SIGNED BY TWO CORPORATE OFFICERS.
THE UNDERSIGNED BUYER OFFERS AND AGREES TO BUY THE PROPERTY ON THE TERMS AND
CONDITIONS STATED AND ACKNOWLEDGES RECEIPT OF A COPY HEREOF.

BROKER:                                 BUYER:

Mr. David Mein                          Oplink Communications, Inc. or Assignee
----------------------------------      ---------------------------------------
Colliers International                  /s/ Joe Liu
----------------------------------      ---------------------------------------
Attn:                                   By:
     -----------------------------         ------------------------------------
Title: Vice President                   Date:
       ---------------------------           ----------------------------------
Address:                                Name Printed: Joe Liu
        --------------------------                   --------------------------
                                        Title: CEO
----------------------------------            ---------------------------------
Telephone:                              Telephone/Facsimile:
          ------------------------                          -------------------
Facsimile:
          ------------------------
Federal ID No.:                         By:
               -------------------         ------------------------------------
                                        Date: 4-15-04
                                             ----------------------------------
                                        Name Printed:
                                                     --------------------------
                                        Title:
                                              ---------------------------------
                                        Address:
                                                -------------------------------

    JL                                                                DSG
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  Initials                                                          Initials


                                     Page 7

                                    REVISED

2000-AIR COMMERCIAL REAL ESTATE ASSOCIATION                     FORM OFA-4-8/00E
<PAGE>

                                       Telephone/Facsimile: ____________________
                                       Federal ID No. __________________________

27. Acceptance.

      27.1 Seller accepts the foregoing offer to purchase the Property and
hereby agrees to sell the Property to Buyer on the terms and conditions therein
specified.

      27.2 Seller acknowledges that Brokers have been retained to locate a Buyer
and are the procuring cause of the purchase and sale of the Property set forth
in this Agreement. In consideration of real estate brokerage service rendered by
Brokers, Seller agrees to pay Brokers a real estate Brokerage Fee in a sum equal
to per separate agreement% of the Purchase Price divided in such shares as said
Brokers shall direct in writing. This Agreement shall serve as an irrevocable
instruction to Escrow Holder to pay such Brokerage Fee to Brokers out of the
proceeds accruing to the account of Seller at the Closing. Seller is solely
liable for the brokerage fees for the brokers of Seller and Buyer.

      27.3 Seller acknowledges receipt of a copy hereof and authorizes Brokers
to deliver a signed copy to Buyer.

NOTE: A PROPERTY INFORMATION SHEET IS REQUIRED TO BE DELIVERED TO BUYER BY
SELLER UNDER THIS AGREEMENT.

BROKER:                                 SELLER:
John Serex                              Dianne S. Gagos & Mitchell S. Gagos,
----------------------------------      Trustees, The Dianne S. Gagos Survivors
Attn: /s/ John Serex                    Trust, U/I/D April 8, 1992
----------------------------------      ----------------------------------------
                                        By: /s/ Dianne S. Gagos
                                        ----------------------------------------
Title: Vice President                   Date: 4-15-04
----------------------------------      ----------------------------------------
Address: 1732 N. First Street,          Name Printed: Dianne S. Gagos
Suite 100                               ----------------------------------------
San Jose, CA 95112                      Title: Co-Trustee
----------------------------------      ----------------------------------------
Telephone:                              Telephone/Facsimile:
----------------------------------      ----------------------------------------
Facsimile:                              By:
----------------------------------      ----------------------------------------
                                        Date:
Federal ID No.                          ----------------------------------------
----------------------------------

                                        Dianne S. Gagos & Mitchell S. Gagos,
                                        Trustees, The George S. Gagos
                                        Marital Trust, U/I/D April 8 1992
                                        By: /s/ Dianne S. Gagos
                                        ----------------------------------------
                                        Date: 4-15-04
                                        ----------------------------------------
                                        By:
                                        ----------------------------------------
                                        Date:
                                        ----------------------------------------
                                        Name Printed:
                                        ----------------------------------------
                                        Title:
                                        ----------------------------------------
                                        Address:
                                        ----------------------------------------
                                        Telephone/Facsimile:
                                        ----------------------------------------
                                        Federal ID No.
                                        ----------------------------------------

These forms are often modified to meet changing requirements of law and needs of
the industry. Always write or call to make sure you are utilizing the most
current form: AIR Commercial Real Estate Association, 700 South Flower Street,
Suite 600, Los Angeles, CA 90017, (213) 687-8777.

          (c)Copyright 2000-By AIR Commercial Real Estate Association.
                              All Rights Reserved.

          No part of these works may be reproduced in any form without
                             permission in writing.



       JL                                                            DSG
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   Initials                                                        Initials
                                     Page 8
2000-AIR Commercial Real Estate Association       REVISED       Form OFA-4-8/00E
<PAGE>
ADDENDUM TO THAT CERTAIN STANDARD OFFER, AGREEMENT AND ESCROW INSTRUCTIONS FOR
PURCHASE OF REAL ESTATE DATED APRIL 15, 2004 (FOR REFERENCE PURPOSES ONLY)
WHEREIN DIANNE S. GAGOS & MITCHELL S. GAGOS, TRUSTEES, THE DIANNE S. GAGOS
SURVIVORS TRUST, U/I/D APRIL 8, 1992 AND DIANNE S. GAGOS & MITCHELL S. GAGOS,
TRUSTEES, THE GEORGE S. GAGOS MARITAL TRUST, U/I/D APRIL 8, 1992 IS THE SELLER,
AND OPLINK COMMUNICATIONS, INC. OR ASSIGNEE IS THE BUYER, AND 46305-46335
LANDING PARKWAY, FREMONT, CALIFORNIA IS THE SUBJECT PREMISES.

A. SELLER'S 1031 EXCHANGE

   Should the Seller desire to utilize the Property as replacement property in a
   tax deferred exchange under Section 1031 of the Internal Revenue Code (the
   "Exchange"), then the Buyer agrees to use reasonable efforts to cooperate
   with the Seller with respect to any Exchange, including the execution at the
   time of performance of all documents necessary to effect such Exchange.
   Notwithstanding any term in this Agreement, the Buyer agrees:

     (1) that any Exchange shall be at no expense to the Buyer, and the Buyer
         shall incur no unreimbursed cost or expense in connection with the
         Exchange, including, without limitation, deed excise taxes, transfer
         fees, recording fees, property taxes, facilitation fees, or costs not
         otherwise provided for in this Purchase Agreement;

     (2) the Buyer shall have no personal liability with respect to the Exchange
         and shall not be required to purchase or take title to any property;
         and

     (3) the Closing Date shall not be postponed due to such Exchange.

B. NO REPRESENTATIONS BY BROKER

   Seller and Buyer understand that Brokers have not made any determination or
   representation other than what is specifically expressed in this Agreement
   regarding the usability of the Property; the past, present, or future zoning,
   the structural, mechanical, electrical, or other status of building, any
   leases or other agreements affecting the Property, the condition of the soil
   on the Property, including, but not limited to, the presence in or under the
   soil of any underground improvements, tanks, or hazardous or toxic wastes;
   the presence or absence, past or present, of toxic or hazardous materials or
   wastes on the Property or in groundwater thereunder; the compliance with or
   violation of any Federal, State, County, or Municipal ordinances, statutes,
   building code or permit compliance or regulations by Seller, or any tenant of
   Seller, the existence of physical defects in the Property, and/or the state
   of title to the Property. Seller fully indemnifies brokers from any and all
   liability associated with this transaction and will survive beyond the close
   of escrow.

   Buyer is advised that any representation of square footage with respect to
   the Property and any improvements thereon are approximations only, which may
   be inaccurate. Buyer acknowledges that the Purchase Price is not based on the
   square footage of any improvements or lot size.

C. SELLER'S OPTION TO EXTEND THE CLOSE OF ESCROW

   The Sellers shall have two (2) options to extend the close of escrow for
   thirty (30) days for each option period. Seller shall provide the Buyer with
   seven (7) days written notice prior to their scheduled close of escrow date
   to exercise said options.

READ AND AGREED:

BUYER: Oplink Communications, Inc.  SELLER: Dianne S. Gagos & Mitchell S. Gagos,
       or Assignee                          Trustees, The Dianne S. Gagos
                                            Survivors Trust, U/I/D April 8, 1992

By: /s/ Joe Liu                     By: /s/ Dianne S. Gagos
   ------------------------------      --------------------------------

Date:    4-15-04                    Date: 4-15-04
     ----------------------------        ------------------------------

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

                                    Date:
                                         ------------------------------

                                            Dianne S. Gagos & Mitchell S. Gagos,
                                            Trustees, the George S. Gagos
                                            Marital Trust, U/I/D April 8, 1992

                                    By: /s/ Dianne S. Gagos
                                       --------------------------------

                                    Date: 4-15-04
                                         ------------------------------

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

                                    Date:
                                         ------------------------------


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