**Exhibit 10.21**

**LEASE**

THIS LEASE (“Lease”) is made on the 19th day of May,2006 by and between WTA Kifer LLC, a California limited liability company(hereinafter called “Lessor”) and Zoran Corporation, a Delaware corporation(hereinafter called “Lessee”).

IN CONSIDERATION OF THE MUTUAL PROMISES HEREINCONTAINED, THE PARTIES AGREE AS FOLLOWS:

1.             Premises.  Lessor leases to Lessee, and Lessee leasesfrom Lessor, upon the terms and conditions herein set forth, those certainPremises (“Premises”) situated in the City of Sunnyvale, County of Santa Clara,California, as outlined in Exhibit “A” attached hereto and described asfollows: approximately 88,924 rentable square foot building located at 1390Kifer Road, Sunnyvale, California. Square footage is calculated from exterior face of the building.  Lessee’s pro-rata share of the building is100%.  Lessee’s Pro-Rata Share (“Pro-RataShare”) of the project (the “Project”) is +/- 53.73% based on the rear buildingof the project being approximately 76,573 rentable square feet (the “RearBuilding”).

2.             Term.  The term of this Lease shall be for ten (10)years, commencing October 1, 2006 (“Lease Commencement Date”) and terminatingSeptember 30, 2016, subject to Lessee’s right to extend the term pursuant toSection 4 below.

Lessee shall have the one time right to terminate theLease at the end of the seventh (7th) lease year upon providing nine (9) months’prior written notice to Lessor.  In theevent Lessee exercises its right to terminate, Lessee shall pay to Lessor $895,188in addition to the unamortized balance of (a) the cost of the tenantimprovement allowance set forth in Section 7 and (b) any leasing commissionspayable in connection with this Lease amortized at a rate of eight percent (8%)over the ten (10) year term of the Lease.

3.             Rent.  Lessee shall pay to Lessor rent for thePremises in lawful money of the United States of America, as provided for inthe schedule below.  Except as set forthherein, Rent shall be paid without deduction or offset, prior notice, ordemand, at such place as may be designated from time to time by Lessor.  A deposit of $185,000.00 as a SecurityDeposit shall be made by Lessee and held by Lessor pursuant to Paragraph 5 ofthis Lease, and shall be paid upon full execution and delivery of theLease.  Notwithstanding that the Premisesshall consist of approximately 88,924 rentable square feet throughout the term,for purposes of determining Base Rent, the Premises shall be deemed to consistof 75,000 rentable square feet during Months 1 - 12, 80,000 rentable squarefeet during Months 13 - 18 and 88,924 rentable square feet for theremainder of the Term thereafter for purposes of providing Lessee with apartial rent abatement.

Monthly rent (referred to herein as “Monthly Rent” or “BaseRent”) shall be paid in advance on the first (1st) day of each calendar monthas follows:

| Period                     | ** ** | **Per RSF/mo** | ** ** | **Monthly Rent** | ** ** |
|----------------------------|------------|---------------------|------------|-----------------------|------------|
| Months 1 - 2  (75,000 RSF) |       | $                   | 1.275      |                  | $     | 128,125.00 | ** |
| Months 3 -12  (75,000 RSF) |       | $                   | 1.275      |                  | $          | 95,625.00 |   |

 

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| Period                            | ** ** | **Per RSF/mo** | ** ** | **Monthly Rent** |   |
|-----------------------------------|------------|---------------------|------------|-----------------------|--------|
| Months 13 -18  (80,000 RSF)       |       | $                   | 1.326      |                  | $      | 106,080.00 |   |
| Months 19 - 24  (88,924 RSF)      |       | $                   | 1.326      |                  | $      | 117,913.22 |   |
| Months 25 — 36  (88,924 RSF) |       | $                   | 1.379      |                  | $      | 122,626.19 |   |
| Months 37 -48  (88,924 RSF)       |       | $                   | 1.434      |                  | $      | 127,517.01 |   |
| Months 49 60  (88,924 RSF)        |       | $                   | 1.492      |                  | $      | 132,674.60 |   |
| Months 61 72  (88,924 RSF)        |       | $                   | 1.551      |                  | $      | 137,921.12 |   |
| Months 73 84  (88,924 RSF)        |       | $                   | 1.613      |                  | $      | 143,434.41 |   |
| Months 85 — 96  (88,924 RSF) |       | $                   | 1.678      |                  | $      | 149,214.47 |   |
| Months 97 -108  (88,924 RSF)      |       | $                   | 1.745      |                  | $      | 155,172.38 |   |
| Months 109 -120 (88,924  RSF)     |       | $                   | 1.815      |                  | $      | 161,397.06 |   |

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** Rent for months 1-2 include $32,500.00 for earlytermination of Yahoo lease.

Rent for any period during the term hereof which isfor less than one (1) full month shall be a pro-rata portion of the monthlyrent payment.  Lessee acknowledges thatlate payment by Lessee to Lessor of rent or any other payment due Lessor willcause Lessor to incur costs not contemplated by this Lease, the exact amount ofsuch costs being extremely difficult and impracticable to fix.  Such costs include, without limitation,processing and accounting charges, and late charges that may be imposed onLessor by the terms of any encumbrance and note secured by any encumbrancecovering the Premises.  Therefore, if anyinstallment of rent or other payment due from Lessee is not received by Lessorwithin ten (10) days following the date it is due and payable, Lessee shall payto Lessor an additional sum of seven percent (7%) of the overdue amount as alate charge.  Notwithstanding anythingcontained in this paragraph, if Lessee is delinquent in the payment of Rent andis subject to a late charge, Lessor agrees to waive the late charge if the Rentor Additional Rent due is paid within five (5) days of Lessor’s written noticeto Lessee of the delinquent amount owed and provided Lessee has not beendelinquent in its payment of Rent or Additional Rent owed under this Leaseduring the twelve (12) month period preceding the rent delinquency in question,However, Lessor shall only be obligated to notify Lessee once of its intent toassess a late charge in any twelve (12) month period.  The parties agree that this late chargerepresents a fair and reasonable estimate of the costs that Lessor will incurby reason of late payment by Lessee. Acceptance of any late charge shall not constitute a waiver of Lessee’sdefault with respect to the overdue amount, nor prevent Lessor from exercisingany of the other rights and remedies available to Lessor.

All taxes, insurance premiums, Outside Area Charges,late charges, costs and expenses which Lessee is required to pay hereunder,together with all interest and penalties that may accrue thereon in the eventof Lessee’s failure to pay such amounts, and all reasonable damages, costs, andattorney’s fees and expenses which Lessor may incur by reason of any default ofLessee or failure on Lessee’s part to comply with the terms of this Lease,shall be deemed to be additional rent (hereinafter, “Additional Rent”), and, inthe event of non-payment by Lessee, Lessor shall have all of the rights andremedies with respect thereto as Lessor has for the non-payment of monthlyinstallment of rent.

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4.             Option to Extend Term.

A.            Lessee shall have the option to extend the term on allthe provisions contained in this Lease for one (1) five (5) year period (“extendedterm”) at an adjusted rental calculated as provided in Subparagraph B below onthe condition that:

(1)                                  Lesseehas given to Lessor written notice of exercise of that option (“option notice”)at least fourteen (14) months but no more than fifteen (15) months beforeexpiration of the initial term.

(2)                                  Lesseeis not in default in the performance of any of the terms and conditions of theLease beyond any applicable cure period on the date of giving the optionnotice, and Lessee is not in default beyond any applicable cure period on thedate that the extended term is to commence.

B.            RENT FOR OPTION PERIOD:  The rent during the extended term shall bethe then current fair market monthly rent (“Fair Market Rent”) for the Premisesas of the commencement date of the extended term.  Lessee shall include with its option noticeLessee’s estimate of Fair Market Rent. Within fifteen (15) business days of receipt of the option notice,Lessor shall either accept Lessee’s estimate of Fair Market Rent (in which casethe parties shall execute a mutually acceptable amendment extending the term ofthe Lease) or notify Lessee in writing that Lessor disagrees with Lessee’sestimate and propose Lessor’s own estimate of Fair Market Rent.  If Lessor disagrees with Lessee’s estimate,the parties shall negotiate in good faith to promptly resolve theirdifferences.  if the parties cannot agreewithin thirty (30) from receipt of notice, then the Fair Market Rent shall bedetermined by commercial real estate brokers as detailed below.  In determining the Fair Market Rent, theparties (and in the absence of their agreement, the brokers) shall determinethe Fair Market Rent by taking into consideration the rents being charged atthe time such determination is to be made for similar office/R&D space insimilar properties in the Sunnyvale area pursuant to leases with terms andprovisions substantially similar to those contained in this Lease, taking intoaccount the location, age, and condition of the Building, lease term length,inducements (e.g., improvement allowances, rent concessions, etc.), brokeragecommissions and all other relevant factors. All other terms and conditions contained in the Lease, as the same maybe amended from time to time by the parties in accordance with the provisionsof the Lease, shall remain in full force and effect and shall apply during theextended term.

If it becomes necessary to determine the Fair MarketRent with the assistance of commercial real estate brokers, all of whom shallhave at least five (5) years experience specializing in leasing commercialspace located in the vicinity of the Premises and none of whom shall haveworked for either Lessor or Lessee in the five (5) year period preceding the commencementdate of the extended term, such brokers shall be appointed and shall act inaccordance with the following procedures:

1.             If the parties are unable to agree on the Fair MarketRent within the allowed time, either party may demand a determination bybrokers by giving written notice to the other party, which demand to beeffective must state the name, address and qualifications of a broker selectedby the party demanding a determination (the

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“Notifying Party”). Within ten (10) days following the Notifying Party’s determinationdemand, the other party (the “Non-Notifying Party”) shall either approve thebroker selected by the notifying party or select a second properly qualifiedbroker by giving written notice of the name, address and qualification of saidbroker to the Notifying Party.  If theNon-Notifying Party fails to select a broker within the ten (10) day period,the broker selected by the Notifying Party shall be deemed selected by bothparties and no other broker shall be selected. If two brokers are selected, they shall select a third appropriatelyqualified broker.

2.             If only one broker is selected, that broker shall notifythe parties in simple letter form of its determination of the Fair Market Rentfor the Premises within fifteen (15) days following his selection.

3.             If multiple brokers are selected, the brokers shall meetno later than ten (10) days following the selection of the last brokers.  At such meeting the brokers shall attempt todetermine the Fair Market Rent for the Premises as of the commencement date ofthe extended term by the agreement of at least two (2) of the brokers.

4.             If two (2) or more of the brokers agree on the FairMarket Rent for the Premises at the initial meeting, the agreeing brokersshall, in simple letter form executed by the agreeing brokers, notify bothLessor and Lessee of the amount set by such agreement.  If multiple brokers are selected and two (2)brokers are unable to agree on the Fair Market Rent for the Premises, allbrokers shall submit to Lessor and Lessee an independent determination of theFair Market Rent for the Premises in simple letter form within twenty (20) daysfollowing appointment of the final broker. The parties shall then determine the Fair Market Rent for the Premisesby averaging the determinations.

5.             The brokers’ determination of Fair Market Rent shall bebased on rental for similar office/R&D space in similar properties in theSunnyvale area pursuant to leases with terms and provisions substantiallysimilar to those contained in this Lease, taking into account the location,age, and condition of the Building, lease term length, inducements (e.g.,improvement allowances, rent concessions, etc.), brokerage commissions and allother relevant factors.  In determiningFair Market Rent, the brokers shall take into account the improvements thathave been installed in the Premises at Lessor’s expense but shall not considerany improvements or alterations that have been installed in the Premises atLessee’s expense.

6.             If only one broker is selected, then each party shallpay one-half of the fees and expenses of that broker, If three brokers areselected, each party shall bear the fees and expenses of the broker it selectsand one-half of the fees and expenses of the third broker.

7.             If the parties are unable to agree upon the fair marketrent within ninety (90) days after Lessor’s receipt of Lessee’s option notice,neither party shall have any obligation to extend the term of the lease.

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8.             Neither party shall be bound by any determination ofmarket rent by any third party.

C.            The option to extend shall be personal to Lessee, andshall not be transferable or assignable to any other person or entity otherthan a person or entity to which this Lease was assigned or to which thePremises were subleased in connection with a Permitted Transfer as provided forin Section 21.  If Lessee has exercisedits option to extend, the phrase “Lease term” as used in this Lease shall meanthe initial term of the Lease and the extended term.

5.             SecurityDeposit.  Lessor acknowledges thatLessee has deposited with Lessor a Security Deposit in the sum of One HundredEighty-Five Thousand and 00/100 Dollars ($185,000.00) to secure the full andfaithful performance by Lessee of each term, covenant, and condition of thisLease.  If Lessee shall at any time failto make any payment or fail to keep or perform any term, covenant, or conditionon its part to be made or performed or kept under this Lease, Lessor may, butshall not be obligated to and without waiving or releasing Lessee from anyobligation under this Lease, use, apply, or retain the whole or any part ofsaid Security Deposit (a) to the extent of any sum due to Lessor; or (b) tocompensate Lessor for any loss, damage, attorneys’ fees or expense sustained byLessor due to Lessee’s default.  In suchevent, Lessee shall, within five (5) business days of written demand by Lessor,remit to Lessor sufficient funds to restore the Security Deposit to itsoriginal sum.  No interest shall accrueon the Security Deposit.  Should Lesseecomply with all the terms, covenants, and conditions of this Lease and, at theend of the term of this Lease, leave the Premises in the condition required bythis Lease, then said Security Deposit or any balance thereof, less any sumsowing to Lessor, shall be returned to Lessee within fifteen (15) days after thetermination of this Lease and vacancy of the Premises by Lessee.  Lessor can maintain the Security Depositseparate and apart from Lessor’s general funds, or can co-mingle the SecurityDeposit with the Lessor’s general and other funds.

6.             Useof the Premises.  The Premises shallbe used exclusively for the purpose of general office, computer laboratory,research and development, shipping and receiving.

Lessee shall not use or permit the Premises, or anypart thereof, to be used for any purpose or purposes other than the purpose forwhich the Premises are hereby leased; and no use shall be made or permitted tobe made of the Premises, nor acts done, which will increase the existing rate ofinsurance upon the building in which the Premises are located, or cause acancellation of any insurance policy covering said building, or any partthereof, nor shall Lessee sell or permit to be kept, used, or sold, in or aboutthe Premises, any article which may be prohibited by the standard form of fireinsurance policies.  Lessee shall notcommit or suffer to be committed any waste upon the Premises or any public orprivate nuisance or other act or thing which may disturb the quiet enjoyment ofany other tenant in the building in which the Premises are located; nor,without limiting the generality of the foregoing, shall Lessee allow thePremises to be used for any improper, immoral, unlawful, or objectionablepurpose,

Lessee shall not place any harmful liquids in thedrainage system of the Premises or of the building of which the Premises form apart.  No waste materials or refuse shallbe dumped upon or permitted to remain upon any part of the Premises outside of thebuilding proper except in trash containers placed inside exterior enclosuresdesignated for that purpose by Lessor, or inside the building proper wheredesignated by Lessor.  No materials,supplies, equipment,

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finished or semi-finished products, raw materials, orarticles of any nature shall be stored upon or permitted to remain on anyportion of the Premises outside of the building proper.

Lessor represents and warrants to Lessee that to thebest of its knowledge there are no Toxic or Hazardous materials present on, ator under the Premises, which shall be deemed to include underlying land andgroundwater, at the time of Lessee’s occupancy. Lessor shall be responsible for and indemnify, defend and hold harmlessLessee, its partners, directors, officers, employees, lenders, and successorsagainst all claims, obligations, liabilities, demands, damages, judgments, andcosts, including reasonable attorneys’ fees arising from or in connection withany prior Toxic or Hazardous Materials (as defined below) that existed prior toLessee’s occupancy of the Premises or not caused by Lessee, its agents,employees, invitees or contractors.  Thisindemnity shall survive the termination of the Lease.  Lessee in turn represents to Lessor that itdoes not now and will not in the future permit the use or storage on thePremises of Toxic or Hazardous Materials, excluding, however basic janitorial,maintenance and office supplies, and materials commonly used in connection withLessee’s business as described in paragraph 6 hereof.  For purposes of this Section 6, ‘Toxic orHazardous Materials” shall mean any product, substance, chemical, material orwaste whose presence, nature, quality and/or intensity or existence, use,manufacture, disposal, transportation, spill, release or effect, either byitself or in combination with other materials expected to be on the Premises,is either (i) potentially injurious to the public health, safety or welfare,the environment, or the Premises; (ii) regulated or monitored by anygovernmental authority; or (iii) a basis for potential liability of Lessee andLessor to any governmental agency or third party under any applicable statuteor common law theory.  “Toxic orHazardous Materials” shall include, but not be limited to, hydrocarbons,petroleum, gasoline, crude oil or any products or by-products thereof.

Lessee hereunder shall be responsible for andindemnify, and hold Lessor and its partners, directors, officers, employees,lenders, successors and assigns harmless from all claims, obligations,liabilities, demands, damages, judgments and costs, including reasonableattorneys’ fees arising at any time during or in connection with Lessee’scausing or permitting any Toxic or Hazardous Materials to be brought upon,stored, manufactured, generated, handled, disposed, or used on, under or aboutthe Premises.  Lessee’s and Lessor’sobligations hereunder shall survive the termination of this Lease.

If, at any time during the term of this Lease, Lessorsuspects that any Toxic or Hazardous Materials may be present on the Premises,Lessor may order a soils report, or its equivalent, at Lessee’s expense andLessee shall pay such costs if it is determined that Lessee or Lessee’s agents,employees or contractors released or caused Toxic or Hazardous Materials on orabout the Premises.  If any such Toxic orHazardous Materials are found on or about the Premises and it is determinedthat Lessee or Lessee’s agents, employees or contractors caused suchcontamination, Lessor shall consult with Lessee regarding remediation plans andLessee shall deposit with Lessor, within fifteen (15) days of notice fromLessor to Lessee to do so, the amount necessary to remove the substances andremedy the problem in accordance with applicable law, which Lessor shall use todo the required remediation and shall return to Lessee any unused monies.

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Lessee shall abide by all laws, ordinances, andstatutes, as they now exist or may hereafter be enacted by legislative bodieshaving jurisdiction thereof, relating to its use and occupancy of the Premises.

7.             Improvements:  Lessee currently occupies the Premises andtherefore accepts the Premises in its “AS IS” condition.  However, Lessor shall provide Lessee with atenant improvement allowance of Five and 00/100 Dollars ($5.00) per rentablesquare foot, or $444,620.00 total, for mutually agreed upon tenant improvementsto be installed by a licensed and insured contractor reasonably acceptable toLessor (the ‘Tenant improvements”).  inaddition, Lessor shall provide Lessee with an allowance of One and 00/100Dollar ($1.00) per rentable square foot, or $88,924.00 total, to be used forthe installation of a generator.  Alltenant improvement work shall be competitively bid.  Lessee shall have the right, in its solediscretion, to identify the improvements for which the allowance shallpay.  Lessor will not charge anysupervisory, management or other fee, or require union labor in connection withthe Tenant Improvements.

8.             Taxesand Assessments.

A.            Lessee shall pay before delinquency any and all taxes,assessments, license fees, and public charges levied, assessed, or imposed uponor against Lessee’s fixtures, equipment, furnishings, furniture, appliances,and personal property installed or located on or within the Premises.  Lessee shall cause said fixtures, equipment,furnishings, furniture, appliances, and personal property to be assessed andbilled separately from the real property of Lessor.  If any of Lessee’s said personal propertyshall be assessed with Lessor’s real property, Lessee shall pay to Lessor thetaxes attributable to Lessee within ten (10) days after receipt of a writtenstatement from Lessor setting forth the taxes applicable to Lessee’s property.

B.            All property taxes or assessments levied or assessed byor hereafter levied or assessed by any governmental authority against thePremises or any portion of such taxes or assessments which becomes due oraccrued during the term of this Lease shall be paid by Lessor.  Lessee shall pay to Lessor Lessee’s Pro-RataShare of such taxes or assessments twenty (20) days after receipt of an invoicetherefor.  Lessee’s liability hereundershall be prorated to reflect the commencement and termination dates of thisLease.  Lessee shall have the right, ingood faith, to contest any tax or assessment, provided that Lessee indemnifiesLessor from any loss or liability in connection therewith.  Lessor shall use its best efforts to assistLessee in its efforts to contest any tax or assessment.  Said right does not preclude Lessee frompaying such taxes by the date due.

C.            During the first two (2) years of the Lease term, Lesseeshall not be obligated to pay any portion of the increase in property taxesresulting from the sale, refinance or change in ownership of 1390 Kifer Road orany other part of the Project.

9.             Insurance.

A.            Indemnity. Lessee agrees to indemnify, defend and save Lessor against and holdLessor harmless from any and all demands, claims, causes of action, judgments,obligations, or liabilities, and all reasonable expenses incurred ininvestigating or resisting the same (including

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reasonable attorneys’ fees) on account of, or arisingout of, the condition, use, or occupancy of the Premises by Lessee, itsemployees, agents or contractors, except to the extent of Lessor’s grossnegligence or intentional misconduct. This Lease is made on the express condition that, except as otherwiseprovided herein, Lessor shall not be liable for, or suffer loss by reason of,injury to person or property, from whatever cause, in any way connected withthe condition, use, or occupancy of the Premises, specifically including,without limitation, any liability for injury to the person or property ofLessee, its agents, officers, employees, licensees, and invitees, except to theextent of Lessor’s gross negligence or intentional misconduct.  Notwithstanding anything to the contrary inthis Lease, Lessor agrees to indemnify, defend and save Lessee against and holdLessee harmless from any and all demands, claims, causes of action, judgments,obligations, or liabilities, and all reasonable expenses incurred ininvestigating or resisting the same (including reasonable attorneys’ fees) onaccount of, or arising out of, the operation, maintenance or repair of theProject’s common areas or the negligence or willful misconduct of Lessor, itsemployees, agents, contractors or invitees.

B.            Liability Insurance.  Lessee shall, at its expense, obtain and keepin force during the term of this Lease a policy of Commercial General Liabilityinsurance insuring Lessor and Lessee, with cross-liability endorsements, againstany liability arising out of the condition, use, or occupancy of the Premisesand all areas appurtenant thereto, including parking areas.  Such insurance shall be in an amountsatisfactory to Lessor of not less than three million dollars ($3,000,000) forbodily injury or death as a result of one occurrence, and one million dollars($1,000,000) for damage to property as a result of any one occurrence.  The insurance shall be with an insurancecompany who carries a financial rating of not less than “A-VII”, as designatedin the most current Best’s Insurance Reports.  Prior to possession, Lessee shall deliver toLessor a certificate of insurance evidencing the existence of the policy which(1) names Lessor as an additional insured, (2) shall not be canceled or alteredwithout thirty (30) days’ prior written notice to Lessor, (3) insuresperformance of the indemnity set forth in this Section 9(A), and (4) coverageis primary and any coverage by Lessor is in excess thereto.

C.            Lessor’s Insurance.  Lessor shall obtain and keep in force duringthe term of this Lease a policy or policies of insurance covering loss ordamage to the Premises (which may include earthquake and/or flood insurance),in the amount of the full replacement value thereof.  Lessee shall pay to Lessor its Pro-Rata Shareof the cost of said insurance (including deductibles) within twenty (20) daysof Lessee’s receipt of Lessor’s invoice demanding such payment.  In no event shall the annual premium forearthquake insurance be more than one and on-half (1-1/2) times the premium forthe property insurance.  Lessor shallalso carry, on the Project, during the term, Commercial General LiabilityInsurance with an insurance company who carries a financial rating of not lessthan “A-VII”, as designated in the most current Best’s Insurance Reports,providing coverage of not less than Five Million Dollars ($5,000,000.00) incombined Bodily Injury and Property Damage Liability.

D.            Waiver of Subrogation.  Notwithstanding anything to the contrary inthis Lease, the parties hereto release each other and their respective agents,employees, successors, assigns and sublessees from all liability for damage toany property that is caused by or results from a risk which is actually insuredagainst or which is required to be insured against under this Lease, withoutregard to the negligence or willful misconduct of the entity so released.  Each party shall use its best efforts tocause each insurance policy it obtains to provide that the insurer thereunder

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waives all rights of recovery by way of subrogation asrequired herein in connection with any injury or damage covered by thepolicy.  If the insurance policy cannotbe obtained with the waiver of subrogation, or if the waiver of subrogation isavailable only at additional cost and the party for whose benefit the waiver isnot obtained does not pay the additional cost, then the party obtaining theinsurance immediately shall notify the other party of that fact.

10.           ReimbursableExpenses and Utilities.  Lessee shallpay its Pro-Rata Share of all water, gas, light, heat, power, electricity,telephone (for the fire safety system), trash removal, landscaping, sewercharges, and all other services, including normal and customary propertymanagement fees capped at 2.5% of the Base Rent (“Management Fee”), supplied toor consumed on the Premises.  .  All capital expenditures shall be amortizedover the useful life of the applicable item; as used herein, “capitalexpenditures” means expenditures which, in accordance with generally acceptedaccounting principles, are not fully chargeable to current expense in the yearthe expenditure is incurred.  In theevent that any such services are billed directly to Lessor, then Lessee shallpay Lessor for such expenses within twenty (20) days of Lessee’s receipt ofLessor’s invoice demanding payment.  Inthe event that utilities to the Premises are interrupted to the Premises formore than three (3) days, Lessee’s Rent shall abate for the time that utilitiesare down to the extent that insurance proceeds are available to Lessor.

Notwithstanding the foregoing, Reimbursable Expensesand Utilities shall not, however, include:

(A)                              anypayments under a ground lease or master lease;

(B)                                thecost of any item reimbursable under the terms of any insurance policy orcondemnation proceeds or which would be reimbursable from insurance required tobe maintained by Lessor under this Lease provided that such proceeds areactually received.  Lessor will use itsbest efforts to obtain any such proceeds it is entitled to;

(C)                                marketingand promotional costs, including but not limited to leasing commissions, realestate brokerage commissions, and attorneys’ fees in connection with thenegotiation and preparation of letters, deal memos, letters of intent, leases,subleases and/or assignments, space planning costs, and other costs andexpenses incurred in connection with lease, sublease and/or assignmentnegotiations and transactions with present or prospective tenants;

(D)                               costsincurred by Lessor due to any violation of the terms and conditions of anyother lease of space or occupancy agreement in the Project (excluding thePremises);

(E)                                 interest,principal, attorneys’ fees, environmental investigations or reports, points,fees and other lender costs and dosing costs on debts or amortization on anymortgage or mortgages or any other debt instrument encumbering the Project orany part thereof or on any unsecured debt;

(F)                                 Lessor’sgeneral corporate overhead and general and administrative expenses, includingcosts relating to accounting, payroll, legal and computer services;

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(G)                                exceptfor the Management Fee, salaries of officers, executives or other employees ofLessor, any affiliate of Lessor, or partners or affiliates of such partners oraffiliates, excluding the hourly rate of Lessor’s maintenance personnel forservices provided to the Project or Premises;

(H)                               advertisingand promotional expenditures, including but not limited to tenant newslettersand promotional gifts, events or parties for existing or future occupants, andthe costs of signs (other than the Buildings’ directory) in or on the Buildingsidentifying the owner of the buildings or other tenants’ signs and any costsrelated to the celebration or acknowledgment of Holidays;

(I)                                    electricpower or other utility costs for which any other tenant directly contracts withthe local public service company;

(J)                                   costs,penalties, fines, or awards and interest incurred from (i) the negligence, orintentional misconduct of Lessor or its agents, or of any other tenant, or anyvendors, contractors or providers of materials or services selected, hired orengaged by Lessor or its agents, (ii) Lessor’s violations of law, or (iii)negligence or inability or unwillingness to make payments and/or to file anyincome tax, other tax or informational returns when due;

(K)                               costswhich are paid under any contractor, manufacturer or supplier warranty; .

(L)                                 exceptto the extent caused by Lessee, its employees, agents or contractors, costsarising from the presence or removal of Hazardous Substances located in theProject, including, without limitation, any costs incurred pursuant to therequirements of any governmental laws, ordinances, regulations or ordersrelating to health, safety or environmental conditions, including but notlimited to regulations concerning asbestos, soil and ground water conditions orcontamination regarding Hazardous Substances;

(M)                            costsarising from Lessor’s charitable or political contributions;

(N)                               costsarising from any type of insurance maintained by Lessor which is nor requiredor allowed to be maintained by Lessor pursuant to Section 9 of this Lease;

(0)                                  thecost of maintaining (excluding routine maintenance costs) of any sculpture,paintings or other objects of art, the costs for sculpture, paintings or otherobjects of art or the insuring (except if such insurance is part of Lessor’sstandard insurance and does not require any additional premium), repair ormaintenance thereof;

(P)                                 subjectto Section 26, the costs (including in connection therewith all attorneys’ feesand costs of settlement judgments and payments in lieu thereof) arising fromclaims, disputes or potential disputes in connection with potential or actualclaims; litigation or arbitrations pertaining to Lessor and/or the Project

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(Q)                               costsincurred in removing and storing the property of former tenants or occupants ofthe Project;

(R)                                (i)the cost of installing, operating and maintaining any specialty service,observatory, broadcasting facilities, luncheon club, museum, athletic or recreationalclub, or child care facility, and (ii) the cost of installing, operating andmaintaining any other service operated or supplied by or normally operated orsupplied by a third party under an agreement between a third party and alandlord, provided that none of the above are imposed on Lessee;

(S)                                 reservesof any kind, including but not limited to replacement reserves, and reservesfor bad debts or lost rent or any similar charge not involving the payment ofmoney to third parties, excluding however impounds for property taxes and/orinsurance if required by Lessor’s lender,

(T)                                Lessee’spro-rata share for expenses in maintaining and repairing the parking lot onlyshall be approximately 54.73% (based on Lessee receiving 330 parking spaces ofthe total of 603 spaces in the Project).

Lessor shall maintain at all times during the term ofthis Lease, at the office of Lessor, complete and accurate books of account andrecords prepared in accordance with generally accepted accounting principleswith respect to Reimbursable Expenses and Utilities and property taxes, andshall retain such books and records, as well as contracts, bills, vouchers, andchecks, and such other documents as are reasonably necessary to properly auditthe Reimbursable Expenses and Utilities and property taxes.  Lessee shall have the right, at its own costand expense (except as provided below) to audit or inspect Lessor’s recordswith respect to Reimbursable Expenses and Utilities and property expenses forany Lease year.  Lessee’s right to auditmust commence within ninety (90) days from Lessee’s receipt of an invoice fromLessor.  Lessee shall give Lessor notless than thirty (30) days prior written notice of its intention to conductsuch audit.  Lessor shall cooperate withLessee during the course of any such audit, which shall be conducted duringnormal business hours.  If such auditdiscloses that the amount paid by Lessee as Reimbursable Expenses and/orUtilities and/or property taxes has been overstated by more than ten percent(10%), then, in addition to immediately repaying such overpayment to Lesseewith interest, Lessor shall also pay the reasonable costs by Lessee inconnection with such audit.

11.           Repairsand Maintenance.

A.            Subject to provisions of Section 15, Lessor shall keepand maintain in good order, condition and repair the structural elements of thePremises including the roof, roof membrane, paving, floor slab, foundation,exterior walls, landscaping, irrigation and elevators.  Lessor shall make such repairs, replacements,alterations or improvements as Lessor deems reasonably necessary with respectto its obligations above.  Lessee shallpay to Lessor, within twenty (20) days of Lessor’s invoice to Lessee therefore,Lessee’s Pro-Rata Share of such repairs, replacements, alterations orimprovements.  In the event that the costof any replacement or improvement required pursuant to the above obligationexceeds $20,000 per occurrence, the amount in excess of $20,000 shall be amortizedover the useful life of such replacements or

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improvements. Lessee shall be responsible to pay its pro-rata share of such excess ona monthly basis, as Additional Rent, for as long as the useful life coincideswith the lease term.  Notwithstanding theforegoing, if the reason for any repair, replacement, alteration or improvementis caused by Lessee or arises because of a breach of Lessee’s obligations underthis Lease, then Lessee shall pay 100% of the costs or expense to remedy thesame.

B.            Except as expressly provided in Section 11(A) above,Lessee shall, at its sole cost, keep and maintain the entire Premises and everypart thereof, including, without limitation, the windows, window frames, plateglass, glazing, truck doors, doors, all door hardware, interior of thePremises, interior walls and partitions, and electrical, plumbing, lighting,heating, and air conditioning systems in good and sanitary order, condition,and repair.  Lessee shall, at all timesduring the Lease term and at his expense, have in effect a service contract forthe maintenance of the heating, ventilating, and air-conditioning (HVAC)equipment with an HVAC repair and maintenance contractor approved by Lessorwhich provides for periodic inspection and servicing at least once every three(3) months during the term hereof. Lessee shall further provide Lessor with a copy of such contract and allperiodic service reports.

Should Lessee fail to maintain the Premises or makerepairs required of Lessee hereunder within ten (10) days after written noticefrom Lessor, lessor, in addition to all other remedies available hereunder orby law, and without waiving any alternative remedies, may make the same, and inthat event, Lessee shall reimburse Lessor as additional rent for the cost ofsuch maintenance or repairs on the next date upon which rent becomes due.

12.           Alterationsand Additions.  Lessee shall notmake, or suffer to be made, any alterations, improvements, or additions in, on,or about, or to the Premises or any part thereof, except those improvementsthat are nonstructural in nature and do not affect the building mechanicalsystems including but not limited to the electrical, plumbing, and HVAC systemswithout prior written consent of Lessor, which consent shall not beunreasonably withheld, conditioned or delayed, and without a valid buildingpermit issued by the appropriate governmental authority.  In the event of any alteration, addition orimprovements to the Premises, Lessee shall provide Lessor notification bysubmission of plans.  As it pertains tostructural alterations or improvements, Lessor retains, at his sole option, theright to retain a General Contractor of his own choosing, provided that saidGeneral Contractor is competitive in its costs, to perform all repairs,alterations, improvements, or additions in, on, about, or to said Premises orany part thereof.  As a condition togiving such consent, Lessor may require that Lessee agree to remove any suchalterations, improvements, or additions made by Lessee at the termination ofthis Lease and to restore the Premises to their prior condition, provided thatLessor notifies Lessee of its obligation to do so at the time of providing itsconsent to such alterations.  Anyalteration, addition, or improvement to the Premises shall become the propertyof Lessor upon installation, and shall remain upon and be surrendered with thePremises at the termination of this Lease. Alterations and additions which are not to be deemed as trade fixturesinclude heating, lighting, electrical systems, air conditioning, partitioning,carpeting, or any other installation which has become an integral part of thePremises (except for Lessee’s signage).

Notwithstanding anything to the contrary herein, if,during the term hereof, any alteration, addition, or change of any sort throughall or any portion of the Premises or of the building of which the Premisesform a part, is required by law, regulation, ordinance, or order of

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any public agency then if such legal requirement isnot imposed because of Lessee’s specific use of the Premises and is not “triggered”by Lessee’s alterations or Lessee’s application for a building permit or anyother governmental approval (in which instance Lessee shall be responsible for100% of the cost of such improvement) and if such legal requirement was not ineffect on the Lease Commencement Date, Lessor shall be responsible forconstructing such improvement and Lessee shall be responsible for itsproportional share of the cost for said improvement, amortized over the usefullife of such improvement that coincides with the remaining Lease term includingany extensions.

13.           Acceptanceof the Premises and Covenant to Surrender. By entry and taking possession of the Premises pursuant to this Lease,Lessee accepts the Premises as being in good and sanitary order, condition, andrepair, and accepts the Premises in their condition existing as of date of suchentry.

Lessee agrees on the last day of the term hereof, oron sooner termination of this Lease, to surrender the Premises, together withall alterations, additions, and improvements which may have been made in, to,or on the Premises by Lessor or Lessee, unto Lessor in good and sanitary order,condition, and repair, excepting for such wear and tear as would be normal forthe period of the Lessee’s occupancy and damage and destruction.  Lessee, on or before the end of the term orsooner termination of this Lease, shall remove all its personal property andtrade fixtures from the Premises, and all property not so removed shall bedeemed abandoned by Lessee.  Lesseefurther agrees that at the end or sooner termination of this Lease, Lessee, atits sole expense, shall have the carpets steamed cleaned, the walls and columnspainted, the flooring waxed, any damaged ceiling tiles replaced, the windowscleaned, the drapes cleaned, and any damaged doors replaced if necessary torestore the Premises to its original condition, normal wear and tear excepted.

If the Premises are not surrendered at the end of theterm or sooner termination of this Lease, Lessee shall indemnify Lessor againstloss or liability resulting from delay by Lessee in so surrendering thePremises, including, without limitation, any claims made by any succeedingtenant founded on such delay.

14.           Default.  The occurrence of any one or more of thefollowing events shall constitute a material default and breach of the Lease byLessee:

Monetary Default.  Failure by Lessee to make any paymentrequired within ten (10) days following written notice that the same is pastdue;

Non-Monetary Default.  Failure by Lessee to observe or perform anyof the covenants, conditions, or provisions of this Lease, other than themaking of any payment, where such failure shall continue for a period of thirty(30) days after written notice from Lessor; provided, that if the nature ofLessee’s obligation is such that more than thirty (30) days are required forperformance, Lessee shall not be in default if Lessee commences performancewithin thirty (30) days of Lessor’s written notice and thereafter diligentlycompletes Lessee’s performance within a period of not more than ninety (90)days.

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In the event of any breach of this Lease by theLessee, the Lessor has the option of (1.) removing all persons and propertyfrom the Premises and repossessing the Premises, in which case any of theLessee’s property which the Lessor removes from the Premises may be stored in apublic warehouse or elsewhere at the cost of, and for the account of, Lessee;or (2.) allowing the Lessee to remain in full possession and control of thePremises.  If the Lessor chooses torepossess the Premises, the Lease will automatically terminate in accordancewith the provisions of the California Civil Code, Section 1951.2.  In the event of such termination of theLease, the Lessor may recover from the Lessee: (a) the worth at the time ofaward of the unpaid rent which had been earned at the time of termination,including interest at Bank of America’s Prime Rate plus 2%, (b) the worth atthe time of award of the amount by which the unpaid rent which would have beenearned after termination until the time of award exceeds the amount of suchrental loss that the Lessee proves could have been reasonably avoided,including interest at Bank of America’s Prime Rate plus 2%, (c) the worth atthe time of award of the amount by which the unpaid rent for the balance of theterm after the time of award exceeds the amount of such rental loss that theLessee proves could be reasonably avoided; and (d) any other amount necessaryto compensate the Lessor for all the detriment proximately caused by the Lessee’sfailure to perform his obligations under the Lease or which, in the ordinarycourse of things, would be likely to result therefrom.  ‘The worth at the time of award,” as used in(a) and (b) of this Paragraph, is to be computed by allowing interest at Bankof America’s Prime Rate plus 2%.  “Theworth at the time of award,” as used in (c) of this Paragraph, is to becomputed by discounting the amount at the discount rate of the Federal ReserveBank of San Francisco at the time of award, plus one percent (1%).

If the Lessor chooses not to repossess the Premises,but allows the Lessee to remain in full possession and control of the Premises,then, in accordance with provisions of the California Civil Code, Section1951.4, the Lessor may treat the Lease as being in full force and effect, andmay collect from the Lessee all rents as they become due through thetermination date of the Lease, as specified in the Lease.  For the purpose of this paragraph, thefollowing do not constitute a termination of Lessee’s right to possession: (1.)acts of maintenance or preservation, or efforts to relet the property; (2.) theappointment of a receiver on the initiative of the Lessor to protect hisinterest under this Lease.

If Lessor elects to relet the Premises as provided inthis Paragraph, rent that Lessor receives from reletting shall be applied tothe payment of: (1.) any indebtedness from Lessee to Lessor other than rent duefrom Lessee; (2.) all costs, including for maintenance, incurred by Lessor inreletting; (3.) rent due and unpaid under this Lease.  After deducting the payments referred to inthis Paragraph, any sum remaining from the rent Lessor receives from relettingshall be held by Lessor and applied in payment of future rent as rent becomesdue under this Lease.  In no event shallLessee be entitled to any excess rent received by Lessor, provided such excessrent shall be applied to all amounts due and owing under this Lease.  If, on the date rent is due under this Lease,the rent received from reletting is less than the rent due on that date, Lesseeshall pay to Lessor, in addition to the remaining rent due, all costs,including for maintenance, Lessor incurred in reletting that remain afterapplying the rent received from the reletting, as provided in this Paragraph.

Lessor, at any time after Lessee commits a default,shall have the right to cure the default at Lessee’s cost, after giving Lesseeat least ten (10) days’ written notice of such default.  If

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Lessor at any time, by reason of Lessee’s default,pays any sum or does any act that requires the payment of any sum, the sum paidby Lessor shall be due immediately from Lessee to Lessor at the time the sum ispaid, and if paid at a later date shall bear interest at Bank of America’sPrime Rate plus 2% from the date the sum is paid by Lessor until Lessor isreimbursed by Lessee.  The sum, togetherwith interest on it, shall be additional rent.

Rent not paid when due shall bear interest at Bank ofAmerica’s Prime Rate plus 2% from the date due until paid.

15.           Destruction.

A.            Repair of Damage to Premises by Lessor.  If the Premises or any common areas of theProject serving or providing access to the Premises shall be damaged by fire orother casualty, Lessor shall promptly and diligently, subject to reasonabledelays for insurance adjustment or other matters beyond Lessor’s reasonablecontrol, and subject to all other terms of this Section 15, restore thePremises and the common areas of the Project serving or providing access to thePremises.  Such restoration shall be tosubstantially the same condition of the Project, the Premises, and common areasprior to the casualty, except for modifications required by zoning and buildingcodes and other laws, provided access to the Premises and any common restroomsserving the Premises shall not be materially impaired.  Upon the occurrence of any damage to thePremises, Lessor shall repair any injury or damage to the Tenant Improvementsand alterations installed in the Premises pursuant to Section 12, and shallreturn such Tenant Improvements and alterations to their originalcondition.  In connection with suchrepairs and replacements, Lessee shall, prior to the commencement ofconstruction, submit to Lessor for Lessor’s review and approval, all plans, specificationsand working drawings relating thereto, and Lessor shall select the contractorsto perform such improvement work with the input of Lessee.  Lessor shall not be liable for anyinconvenience or annoyance to Lessee or its visitors, or injury to Lessee’sbusiness resulting from such damage or the repair thereof, provided however,that if such fire or other casualty shall have damaged the Premises or commonareas necessary to Lessee’s occupancy, Lessor shall allow Lessee aproportionate abatement of Rent during the time and to the extent the Premisesare unfit for occupancy for the purposes permitted under this Lease, and notoccupied by Lessee as a result thereof; provided, however, that if the Premisesis damaged such that the remaining portion thereof is not sufficient to allowLessee to conduct its business operations from such remaining portion andLessee does not conduct its business operations therefrom, Lessor shall allowLessee a total abatement of Rent during the time and to the extent the Premisesare unfit for occupancy for the purposes permitted under this Lease, and notoccupied by Lessee as result of the subject damage.

B.            Damage Near End of Term.  In the event that the Premises are destroyedor damaged to any substantial extent (i.e. fifty (50%) or more of the Premises)during the last twelve months of the Lease Term, and Lessee does not exercisean available option to extend the Term (which Extension Option in the event ofsuch substantial damage, notwithstanding the terms of Section 4, must beexercised within ninety (90) of the date of such damage), then notwithstandinganything contained in this Section 15, either Lessor or Lessee shall have theoption to terminate this Lease by giving written notice to the other party ofthe exercise of such option within sixty (60) days after such damage ordestruction, or if the damage has occurred such that Lessee has not yet beenobligated to exercise its Extension Option, then within thirty

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(30) days following the lapse of Lessee’s ninety (90)day period to exercise its Extension Option, in which event this Lease shallcease and terminate as of the date of such notice, Lessee shall pay the Rentproperly apportioned up to such date of damage, and both parties hereto shallthereafter be freed and discharged of all further obligations hereunder, exceptas provided for in provisions of this Lease which by their terms survive theexpiration or earlier termination of the Term.

C.            Uninsured Risks. If the Premises is damaged as a result of any casualty not covered byLessor’s insurance required to be maintained pursuant to Section 9 above, andif the cost to Lessor of repair would exceed fifteen percent (15%) of thereplacement cost of the Premises, Lessor may within sixty (60) days followingthe date of such damage commence repair, reconstruction or restoration of thePremises and prosecute the same diligently to completion, in which event thisLease shall continue in full force and effect; or within said sixty (60) dayperiod elect not to so repair, reconstruct or restore the Premises, in whichevent this Lease shall terminate with respect to the Premises effective as ofthe date of such damage or destruction. If the cost to Lessor of repair would not exceed fifteen percent (15%)of the replacement cost of the Premises, Lessor shall be obligated to repairsuch damage as soon as reasonably possible. In the event Lessor has the right to terminate this Lease, Lessor shallgive Lessee written notice of its intention within said sixty (60) dayperiod.  In the event Lessor providesLessee written notice of Lessor’s intention to terminate the Lease pursuant tothe above provision, Lessee shall have the right within sixty (60) days afterreceipt of such notice to give Lessor written notice of Lessee’s intention topay for the repair of the portion of said damage in excess of fifteen percent(15%) of the replacement cost of the Premises so damaged, in which event thisLease shall continue in full force and effect; and Lessee shall promptlydeposit with Lessor the amount necessary to pay for the repairs of the portionof said damage in excess of fifteen percent (15%) of the replacement cost ofthe Premises or provide other suitable security for the payment of such costs,and thereafter Lessor shall proceed to make such repairs as soon as reasonablypossible.

D.            Lessee’s Right to Terminate.  If Lessor does not elect to terminate thisLease pursuant to Lessor’s termination night as provided above, and the repairscannot be completed within twenty-four (24) months after the date of damage (asmutually agreed by Lessor and Lessee), Lessee may elect, no earlier than sixty(60) days after the date of the damage and not later than the later of (A)Lessor’s delivery of notice to Lessee that Lessor is not electing to terminate thisLease or (B) ninety (90) days after the date of such damage, to terminate thisLease by written notice to Lessor effective as of the date specified in thenotice, which date shall not be less than thirty (30) days nor more than sixty(60) days after the date such notice is given by Lessee.  Furthermore, if neither Lessor nor Lesseehave terminated this Lease, and the repairs are not actually completed withinsuch twenty-four (24) month period, Lessee shall have the right to terminatethis Lease during the first five (5) business days of each calendar monthfollowing the end of such period until such time as the repairs are complete,by notice to Lessor (the “Damage Termination Notice”), effective as of a dateset forth in the Damage Termination Notice (the “Damage Termination Date”),which Damage Termination Date shall not be earlier than the end of each suchmonth.  Lessee may at any time prior toany Damage Termination Date void any previously delivered Damage TerminationNotice.  Notwithstanding the foregoing,if Lessee delivers a Damage Termination Notice to Lessor, then Lessor shallhave the right to suspend the occurrence of the Damage Termination Date for aperiod ending thirty (30) days after the Damage Termination Date set forth inthe Damage Termination Notice by delivering to

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Lessee, within five (5) business days of Lessor’sreceipt of the Damage Termination Notice, a certificate of Lessor’s contractorresponsible for the repair of the damage certifying that it is such contractor’sgood faith judgment that the repairs shall be substantially completed withinthirty (30) days after the Damage Termination Date.  If repairs shall be substantially completedprior to the expiration of such thirty day period, then the Damage TerminationNotice shall be of no force or effect, but if the repairs shall not besubstantially completed within such thirty-day period, then this Lease shallterminate upon the expiration of such thirty-day period.  At any time, from time to time, after thedate occurring sixty (60) days after the date of the damage, Lessee may requestthat Lessor inform Lessee of Lessor’s reasonable opinion of the date ofcompletion of the repairs and Lessor shall respond to such request within five(5) business days.

E.             Obligations Upon Termination.  Upon termination of this Lease with respectto one or both Buildings under any provisions of this Section 15, the partiesshall be released thereby without further obligations to the other party withrespect to the Premises so damaged with the surrender of possession of thePremises to Lessor, except for items which have theretofore accrued and be thenunpaid.  In the event of any termination,all proceeds from the fire and extended coverage insurance under Section 9,excluding only proceeds for trade fixtures, merchandise, other personalproperty, and that portion of such proceeds equal to the unamortized cost ofTenant Improvements paid by Lessee, such amortization to be over the period ofthe initial term of this Lease, shall be disbursed to Lessor (and in the eventthat the total insurance proceeds shall be less than the cost of restoring thedamaged Premises, Lessee shall be entitled to receive a pro rata share of theunamortized cost of the Tenant Improvements paid by Lessee, such pro rata shareto be based upon the proportion that the insurance proceeds paid by the insurerbears to the total cost of restoring the damaged Premises).

16.           Condemnation.  If any part of the Premises or parking areasassociated with the Premises shall be taken for any public or quasi-public use,under any statute of by right of eminent domain, or private purchase in lieuthereof, and a part thereof remains, which is susceptible of occupationhereunder, this Lease shall, as to the part so taken, terminate as of the date titleshall vest in the condemnor or purchaser, and the rent payable hereunder shallbe adjusted so that the Lessee shall be required to pay for the remainder ofthe term only such portion of such rent as the value of the part remainingafter taking such bears to the value of the entire Premises prior to suchtaking.  Lessor, or Lessee if 30% or moreof the Premises is taken, shall have the option to terminate this Lease in theevent that such taking causes a reduction in rent payable hereunder by fiftypercent (50%) or more.  If all of thePremises or such part thereof be taken so that there does not remain a portionsusceptible for occupation hereunder, as reasonably necessary for Lessee’sconduct of its business as contemplated in this Lease, this Lease shallthereupon terminate.  If a part of all ofthe Premises be taken, all compensation awarded upon such taking shall go tothe Lessor, and the Lessee shall have no claim thereto, and the Lessee herebyirrevocably assigns and transfers to the Lessor any right to compensation ordamages to which the Lessee may become entitled during the term hereof byreason of the purchase or condemnation of all or a part of the Premises, exceptthat Lessee shall have the right to recover its share of any award or considerationfor (1.) moving expenses; (2.) loss or damage to Lessee’s trade fixtures,furnishings, equipment, and other personal property; and (3.) business goodwilland (4.) Tenant Improvements paid for by Lessee.  Each party waives the provisions of the Codeof Civil Procedure, Section 1265.130, allowing either party to petition theSuperior Court to terminate this Lease in the event of a partial taking of thePremises.

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17.           Freefrom Liens.  Except for TenantImprovements which Lessor is responsible, Lessee shall (1.) pay for all laborand services performed for materials used by or furnished to Lessee, or anycontractor employed by Lessee with respect to the Premises, and (2.) indemnify,defend, and hold Lessor and the Premises harmless and free from any liens, claims,demands, encumbrances, or judgments created or suffered by reason of any laboror services performed for materials used by or furnished to Lessee or anycontractor employed by Lessee with respect to the Premises, and (3.) givenotice to Lessor in writing five (5) days prior to employing any laborer orcontractor to perform services related, or receiving materials for use upon thePremises, and (4.) shall post, on behalf of Lessor, a notice ofnon-responsibility in accordance with the statutory requirements of theCalifornia Civil Code, Section 3904, or any amendment thereof.  In the event an improvement bond with apublic agency in connection with the above is required to be posted, Lesseeagrees to include Lessor as an additional obligee.

18.           Compliancewith Laws.  Subject to Section 12,Lessee shall, at its own cost, comply with and observe all requirements of allmunicipal, county, state, and federal authority now in force, or which mayhereafter be in force, pertaining to the use and occupancy of the Premises.

19.           Subordination.  Lessee agrees that this Lease shall, at theoption of Lessor, be subjected and subordinated to any mortgage, deed of trust,or other instrument of security, which has been or shall be placed on the landand building, or land or building of which the Premises form a part, and thissubordination is hereby made effective without any further act of Lessee orLessor.  The Lessee shall, at any timehereinafter, on demand, execute any commercially reasonable instruments,releases, or other documents that may be required by any mortgagee, mortgagor,trustor, or beneficiary under any deed of trust, for the purpose of subjectingor subordinating this Lease to the lien of any such mortgage, deed of trust, orother instrument of security.  If Lesseefails to execute and deliver any such documents or instruments, Lesseeirrevocably constitutes and appoints Lessor as Lessee’s specialattorney-in-fact to execute and deliver any such documents or instruments.  Any such subordination shall be conditionedupon Lessor obtaining a Non-disturbance Agreement in lender’s standard form.

20.           Abandonment.  Lessee shall not abandon the Premises at anytime during the term; and if Lessee shall abandon or surrender said Premises,or be dispossessed by process of law, or otherwise, any personal propertybelonging to Lessee and left on the Premises shall be deemed to be abandoned,at the option of Lessor, except such property as may be mortgaged to Lessor;provided, however, that Lessee shall not be deemed to have abandoned thePremises so long as Lessee continues to pay all rents as and when due, andotherwise performs pursuant to the terms and conditions of this Lease.

21.           Assignmentand Subletting.

A.            Definitions. For purposes of this Paragraph 21, the following terms shall be definedas follows:

(i)                                     Sublet.  The term “Sublet” shall mean any transfer,sublet, assignment, license or concession agreement, change of ownership,mortgage, or hypothecation of this Lease or the Lessee’s interest in the Leaseor in and to all or a portion of the Premises.

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(ii)                                  Subrent.  The term “Subrent” shall mean anyconsideration of any kind received, or to be received, by Lessee from aSublessee if such sums are related to Lessee’s interest in this Lease or in thePremises, including, but not limited to, bonus money and payments (in excess ofbook value) for Lessee’s assets including its trade fixtures, equipment andother personal property, goodwill, general intangibles, and any capital stockor other equity ownership of Lessee.

(iii)                               Sublessee.  The term “Sublessee” shall mean the person orentity with whom a Sublet agreement is proposed to be or is made.

B.            Lessor’s Consent. Lessee shall not enter into a Sublet without Lessor’s prior writtenconsent, which consent’ shall not be unreasonably withheld, conditioned ordelayed.  Any attempted or purportedSublet without Lessor’s prior written consent shall be void and confer norights upon any third person and, at Lessor’s election, shall terminate thisLease.  In determining whether or not toconsent to a proposed Sublet, Lessor may consider the following factors, amongothers, all of which shall be deemed reasonable: (i) whether the proposedSublessee has a net worth sufficient to allow it to meet its obligations underthe proposed sublease; (ii) whether the proposed use of the Premises by theproposed Sublessee is consistent with the permitted use for the Premises setforth in Paragraph 6 of this Lease; (iii) whether the rent payable by theSublessee under the proposed Sublet is set below the current fair market rentfor the subleased Premises as a subterfuge to avoid paying Lessor its share ofthe profit on such transaction; (iv) whether Lessor’s consent will result in abreach of any other lease or agreement to which Lessor is a party affecting theBuilding; and (v) whether the proposed Sublet requires any non-standardbuilding modifications.  Each Sublesseeshall agree in writing, for the benefit of Lessor, to assume, to be bound by,and to perform the terms and conditions and covenants of this Lease to beperformed by Lessee.  Notwithstandinganything contained herein, Lessee shall not be released from liability for theperformance of each term, condition and covenant of this Lease by reason ofLessor’s consent to a Sublet unless Lessor specifically grants such release inwriting.  Consent by Lessor to any Subletshall not be deemed a consent to any subsequent Sublet.  Lessee shall reimburse Lessor for allreasonable costs and reasonable attorneys’ fees incurred by Lessor in connectionwith the evaluation, processing and/or documentation of any requested Sublet,whether or not Lessor’s consent is granted; provided, however such costs andfees shall not exceed Five Thousand Dollars ($5,000.00), Lessor’s reasonablecosts shall include the cost of any review or investigation by Lessor of anyhazardous or toxic materials which may be used, stored, or disposed of at thePremises by the Sublessee, including fees paid to consultants hired to performsuch review or investigation.

C.            Information to be Furnished.  If lessee desires at any time to Sublet thePremises or any portion thereof, it shall first notify Lessor of its desire todo so and shall submit in writing to Lessor. (i) the name and legal composition of the proposed Sublessee, (ii) thenature of the proposed Sublessee’s business to be carried on in the Premises;(iii) the terms and provisions of the proposed Sublet and a copy of theproposed Sublet form containing a description of the subject premises; (iv) astatement of all consideration to be paid by the Sublessee in connection withthe Sublet; (v) a current financial statement of Lessee; and (vi) suchfinancial information, including financial statements, as Lessor may reasonablyrequest concerning the proposed Sublessee.

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D.            Lessor’s Alternatives.  At any time within ten (10) business daysafter the Lessor’s receipt of the information specified in Section 21.C, Lessormay, by written notice to Lessee, elect: (i) to consent to the Sublet byLessee; (ii) to refuse its consent to the Sublet, or (iii) elect to terminatethis Lease, or in the case of a partial Sublet for the entire remainder of theterm, terminate this Lease as to the portion of the Premises proposed to beSublet, provided, however, Lessor shall not have the right to terminate thisLease in connection with a Permitted Transfer. if Lessor consents to the Sublet, Lessee may thereafter enter into avalid Sublet of the Premises.  or portionthereof, upon the terms and conditions and. with the proposed Sublessee set forth in the information furnished byLessee to Lessor pursuant to Section 21.8., subject, however, at Lessor’selection, to the condition that seventy-five percent (75%) of any excess of theSubrent over the Rent (after deducting Lessee’s brokers’ fees, attorneys’ feesand costs of tenant improvements associated with the Sublet) be required to bepaid by Lessee to Lessor, provided, however, Lessee shall not be required topay such excess in connection with a Permitted Transfer.

E.             Proration. If a portion of the Premises is Sublet, the pro rata share of the Rentattributable to such partial area of the Premises shall be determined by Lessorby dividing the Rent payable by Lessee hereunder by the total square footage ofthe Premises and multiplying the resulting quotient (the per square foot rent)by the number of square feet of the Premises which are Sublet.

F.             Exempt Sublets. Notwithstanding the other provisions of this Section, anyreorganization, merger, sale, assignment, transfer or hypothecation of any ownershipinterest in Lessee, the sale of all or substantially all of the assets ofLessee, the sale of Lessee’s stock to an individual(s) or to the public or theassignment or sublease of the Premises, or any portion thereof, to anysubsidiary, parent company or affiliate (collectively, “Permitted Transfers”)shall not be deemed an assignment of this Lease or subletting of the Premises,provided, that such transaction is not a subterfuge by Lessee to avoid itsobligations under this Lease and, further, provided that if Lessee exists as anentity after such transaction, it shall remain liable to Lessor for itsobligations under this Lease.

22.           ParkingCharges.  Lessee agrees to pay upondemand, based on its percent of occupancy of the entire Premises, its pro-ratashare of any parking charges, surcharges, or any other cost hereafter levied orassessed by local, state, or federal governmental agencies in connection withthe use of the parking facilities serving the Premises, including, withoutlimitation, parking surcharge imposed by or under the authority of the FederalEnvironmental Protection Agency.  Lessorrepresents that at the time of Lease execution, there are no such parkingcharges.  Lessor agrees to use its bestefforts to challenge any such parking charges that may arise.  Other than parking charges that may beimposed by a governmental agency, Lessor shall not charge Lessee any fees orcharges for parking in the Project.

23.           Insolvencyor Bankruptcy.  Either (1.) theappointment of a receiver to take possession of all or substantially all of theassets of Lessee, or (2.) a general assignment by Lessee for the benefit ofcreditors, or (3.) any action taken or suffered by Lessee under any insolvencyor bankruptcy act shall constitute a breach of this Lease by Lessee.  Upon the happening of any such event, thisLease shall terminate ten (10) days after written notice of termination from

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Lessor to Lessee. This section is to be applied consistent with the applicable state andfederal law in effect at the time such event occurs.

24.           LessorLoan or Sale.  Lessee agrees promptlyfollowing request by Lessor to (1.) execute and deliver to Lessor anydocuments, including estoppel certificates presented to Lessee by Lessor, (a.)certifying that this Lease is unmodified and in full force and effect, or, ifmodified, stating the nature of such modification and certifying that thisLease, as so modified, is in full force and effect and the date to which therent and other charges are paid in advance, if any, and (b.) acknowledging thatthere are not, to Lessee’s knowledge, any uncured defaults on the part ofLessor hereunder, and (c.) evidencing the status of the Lease as may berequired either by a lender making a loan to Lessor, to be secured by deed oftrust or mortgage covering the Premises, or a purchaser of the Premises fromLessor, and (2.) deliver to Lessor the current financial statements (annualreport or 10K) of Lessee.  Lessee’sfailure to deliver an estoppel certificate within ten (10) business days followingsuch request shall constitute a default under this Lease and shall beconclusive upon Lessee that this Lease is in full force and effect and has notbeen modified except as may be represented by Lessor.  Failure of Lessee to deliver the estoppelcertificates within the ten (10) business days shall be deemed a breach of thisLease.

25.           Surrenderof Lease.  The voluntary or othersurrender of this Lease by Lessee, or a mutual cancellation thereof, shall notwork a merger nor relieve Lessee of any of Lessee’s obligations under thisLease, and shall, at the option of Lessor, terminate all or any existingSubleases or Subtenancies, or may, at the option of Lessor, operate as anassignment to it of any or all such Subleases or Subtenancies.

26.           Attorneys’Fees.  If, for any reason, any suitbe initiated to enforce any provision of this Lease, the prevailing party shallbe entitled to legal costs, expert witness expenses, and reasonable attorneys’fees, as fixed by the court.

27.           Notices.  All notices to be given to Lessee may begiven in writing, personally, or by depositing the same in the United Statesmail, postage prepaid, and addressed to Lessee at the said Premises, whether ornot Lessee has departed from, abandoned, or vacated the Premises.  Any notice or document required or permittedby this Lease to be given Lessor shall be addressed to Lessor at the addressset forth below, or at such other address as it may have theretofore specifiedby notice delivered in accordance herewith:
|        | LESSOR: | WTA Kifer LLC                |
|--------|---------|------------------------------|
|   |    | 900 Welch Road,  Suite 10    |
|   |    | Palo Alto,  California 94304 |
|   |    |                         |
|   | LESSEE: | Zoran Corporation            |
|   |    | 1390 Kifer Road              |
|   |    | Sunnyvale, CA  94086         |

 

28.           Transferof Security.  If any security begiven by Lessee to secure the faithful performance of all or any of thecovenants of this Lease on the part of Lessee, Lessor shall either deliver thesecurity, as such, to the purchaser of the reversion or return it to Lessee, inthe event that the reversion be sold, and thereupon Lessor shall be dischargedfrom any further liability in

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reference thereto, provided in the event the securityis delivered to such purchaser, such purchaser agrees to assume in writingLessor’s obligations under this Lease.

29.           Waiver.  The waiver by Lessor or Lessee of any breachof any term, covenant, or condition, herein contained shall not be deemed to bea waiver of such term, covenant, or condition, or any subsequent breach of thesame or any other term, covenant, or condition herein contained.  The subsequent acceptance of rent hereunderby Lessor shall not be deemed to be a waiver of any preceding breach by Lesseeof any term, covenant, or condition of this Lease, other than the failure ofLessee to pay the particular rental so accepted, regardless of Lessor’sknowledge of such preceding breach at the time of acceptance of such rent.

30.           HoldingOver.  Any holding over after theexpiration of the term or any extension thereof, with the consent of Lessor,shall be construed to be a tenancy from month-to-month, at a rental of one andone-half (1-1/2) times the previous month’s rental rate per month, and shallotherwise be on the terms and conditions herein specified, so far asapplicable.

31.           Covenants,Conditions, and Restrictions.  Notapplicable.

32.           Limitationon Lessors Liability.  If Lessor isin default of this Lease, and, as a consequence, Lessee recovers a moneyjudgment against Lessor, the judgment shall be satisfied only out of theinterest of Lessor in the Premises, or in the building, other improvements, andland of which the Premises are part, and out of rent or other income from suchreal property receivable by Lessor or out of the consideration received byLessor from the sale or other disposition of all or any part of Lessor’s right,title, and interest in the Premises or in the building, other improvements, andland of which the Premises are part. Neither Lessor nor any of the partners comprising the partnershipdesignated as Lessor shall be personally liable for any deficiency.

33.           Disclosure.  Lessor’s listing brokers, Dennis Chamber andSteve Horton of CPS, are minority members of WTA Kifer LLC, the ownershipentity of the Project.

34.           Recordingof Lease.  Neither party may recordthis Lease.  However, Lessee shall havethe right to record a Memorandum of Lease provided that Lessee removes any suchMemorandum of Lease upon Lease expiration.

35.           Signage.  Lessee, at Lessee’s sole cost and expense,shall have the right to display its corporate name and logo on the top of thebuilding in which the Premises are located and in the front of the projectentrance.  In addition, Lessee shall havethe right to signage (its Pro-Rata Share on the top position) on a monument atthe street entrance.  Lessor shallprovide the monument for said signage. All signage shall comply with City of Sunnyvale rules and regulationsand must be approved by Lessor, which consent shall not be unreasonablywithheld.  Lessee shall be responsiblefor removing all building signage (excluding the monument signage) andrestoring the affected areas at the termination of the Lease.

36.           Useof the Roof.  Lessee shall have thenonexclusive right to use the roof of the Premises at no charge to place andmaintain telecommunications antennas, microwave or satellite dishes and othercommunications equipment.  Such use ofthe roof shall be subject to receipt of all required government approvals, atLessee’s sole cost and expense.  Theplacements of any such

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antennas or satellite dishes or other communicationsequipment on the roof, the modifications of the roof to accommodate suchequipment, and the installation of any such equipment shall be subject toLessor’s reasonable prior approval of plans and methods therefor.  Such use of the roof shall not restrict,impair or negate any warranty relating to the roof and Lessee shall beresponsible for any and all damage, leakage or extraordinary wear and tear tothe roof occurring as a result of such use of the roof.  Installation of such equipment shall besupervised by Lessor and performed in a first class workmanlike manner.  Lessee shall remove any such equipment at thetermination of the Lease and repair and restore the affected areas.

Lessee shall not be allowed to rent or lease the roofto third parties.

37.           Optionto Purchase.  Lessee shall have a onetime right of first offer to purchase the Project (1390 and 1400 KiferRoad).  In the event Lessor decides tosell the Project, Lessor shall notify Lessee of its intent in writing.  If Lessor and Lessee cannot agree on apurchase price and business terms within fifteen (15) calendar days of Lessee’sreceipt of Lessor’s notice, then Lessor shall have no further obligation toLessee and shall have the right to market the building for sale to any thirdparty.

38.           Brokers.  Each party represents and warrants to theother that it has had no dealing with any broker or agent other than Studleyand CPS (the “Brokers”), who shall be compensated by Lessor in accordance witha separate agreement between Lessor and the Brokers.  Lessee and Lessor shall each indemnify, defendand hold the other party harmless from and against any and all liabilities forcommissions or other compensation or charges claimed by any other broker oragent based on dealings with the indemnifying party with respect to this Lease.  The foregoing indemnity shall survivetermination or earlier expiration of this Lease.

39.           Miscellaneous.

A.                                   Timeis of the essence of this Lease, and of each and all of its provisions.

B.                                     Theterm “building” shall mean the building in which the Premises are situated.

C.                                     Ifthe building is leased to more than one tenant, then each such tenant, itsagents, officers, employees, and invitees, shall have the non-exclusive right(in conjunction with the use of the part of the building leased to such tenant)to make reasonable use of any driveways, sidewalks, and parking areas locatedon the parcel of land on which the building is situated, except such parkingareas as may from time to time be leased for exclusive use by other tenant(s),provided that at all times 330 parking spaces shall be assigned, on anonexclusive basis, to Lessee.

D.                                    Theterm “assign” shall include the term “transfer.”

E.                                      Theinvalidity or unenforceability of any provision of this Lease shall not affectthe validity or enforceability of the remainder of this Lease.

F.                                      Allparties hereto have equally participated in the preparation of this Lease.

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G.                                     Theheadings and titles to the Paragraphs of this Lease are not a part of thisLease and shall have no effect upon the construction or interpretation of anypart thereof.

H.                                    Lessorhas made no representation(s) whatsoever to Lessee (express or implied) exceptas may be expressly stated in writing in this Lease instrument.

I.                                         Thisinstrument contains all of the agreements and conditions made between theparties hereto, and may not be modified orally or in any other manner than byagreement in writing, signed by all of the parties hereto or their respectivesuccessors in interest.

J.                                        Itis understood and agreed that the remedies herein given to Lessor shall becumulative, and the exercise of any one remedy by Lessor shall not be to theexclusion of any other remedy.

K.                                    Thecovenants and conditions herein contained shall, subject to the provisions asto assignment, apply to and bind the heirs, successors, executors, and administrators,and assigns of all the parties hereto; and all of the parties hereto shalljointly and severally be liable hereunder.

L.                                      ThisLease has been negotiated by the parties hereto and the language hereof shallnot be construed for or against either party.

M.                                 Allexhibits to which reference is made are deemed incorporated into this Lease,whether covenants or conditions, on the part of Lessee shall be deemed to beboth covenants and conditions.

IN WITNESS WHEREOF, Lessor and Lessee have executedthis Lease on the date first above-written.
| LESSOR:  WTA Kifer LLC |   | LESSEE:  Zoran Corporation                              |
|------------------------|--------|---------------------------------------------------------|
|                   |   |                                                    |   |   |   |   |
|                   |   |                                                    |   |   |   |   |
| By:                    |   |                                                    |   | By: |   |   |
|                   |   | Carolee White,  Trustee  WTA Kifer LLC  Managing Member |   |   |   | Kan Schneider  Senior Vice President, Finance and CFO |
|                   |   |                                                    |   |   |   |   |
|                   |   |                                                    |   | By: |   |   |
|                   |   |                                                    |   |   |   | Christopher Denten  Vice President and General Counsel |
|                   |   |                                                    |   |   |   |   |
|                   |   |                                                    |   |   |   |   |
| Date:                  |   |                                                    |   |   | Date: |   |   |   |
|                        |        |                                                         |  |  |  |  |  |  |

 

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**EXHIBITA**

** **

**Siteplan to be attached**

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**EXHIBIT B - page 4 (see First Floor Plan page 1)**

**TenantImprovement Restoration Summary for 1390 Kifer Road**

Lessor retains the right to have the Lessee restorethe premises, as noted, at the term of the lease:

Restoration shall include the removal of the Theaterand Demo Room finishes and improvements and related use rooms to convert backto the Open Office/Conference Room building standards and shall include but,not be limited to;

1.                                       Removalof all fixed theater seating, floor lighting strips, raised stage platform& steps, projection and display equipment, speakers, screens and curtains.

2.                                       Removalof all walls that block the exterior windows including patching of the portionof walls to remain.

3.                                       Removalof curtain pocket wall (Rm.1008) and related patching to enclose room.

4.                                       Replacementof the building standard white ceiling grid & tiles including the removalof the secondary can and spot lighting system. Lighting shall be provided with building standard switching.  HVAC grills shall be white.  Fire sprinkler heads and escutcheons shallmatch the building standard.

5.                                       Removalof all acoustical wall panels, including the patching of wall due to removal.

6.                                       Removalof all display casework and free-standing displays.

The Lessee shall provide all necessary design andpermit fees, construction restoration drawings, supervision, and clean-up asrequired for move-out.  Lessee shallcoordinate the complete scope of work with H&S, Inc. property managers andobtain approval from the Lessor, prior to beginning any of the work.

 

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**FIRSTAMENDMENT TO LEASE AGREEMENT**

FIRST AMENDMENT dated as of the 19th day of May, 2006by and between Wta Kifer LLC (hereinafter called “Lessor”) and Yahoo! Inc.(hereinafter called “Lessee”).

**RECITALS**

A.            Lessorand Lessee entered into that certain Lease Agreement (hereinafter referred toas the “Lease”) dated the 1st day of March, 1999, covering the Premisessituated in the City of Sunnyvale, County of Santa Clara, California: +/-88,924 square foot building known as 1390 Kifer Road, Sunnyvale, California fora lease term expiring November 30, 2006.

Lessee subsequently entered into that certain SubleaseAgreement (hereinafter referred to as the “Sublease Agreement”) dated the 18thday of June, 2001 by and between Yahoo! Inc. and Oak Technology, Inc. (predecessor-in-interestto Zoran Corporation (“Sublessee”)).

B.            Lessorand Lessee desire to amend the Lease for the purpose of mutual cancellation ofthe Lease as of September 30th, 2006 (“Early Termination Date”).

NOW THEREFORE, in consideration of the mutualcovenants and conditions herein contained, Lessor and Lessee hereby agree asfollows:

1.             TheLease shall be terminated and the Premises surrendered as of the EarlyTermination Date pursuant to the following terms and conditions:

a.                                       AllRent and operating expenses shall be paid by Lessee through the EarlyTermination Date.

b.                                      Lesseeshall have no obligation to remove any alterations pursuant to Section 12 ofthe Lease.

c.                                       Lessorshall pay to Lessee, on or before September 30, 2006, $65,000 as a termination feeand not as a penalty.

2.             Pursuantto Section 8 (Termination of Master Lease) of the Sublease Agreement, Lessor,Lessee and Sublessee acknowledge and agree the Sublease Agreement shall also beterminated effective as of September 30, 2006.

3.             Providedthat the provisions contained in Sections 1 and 2 above are satisfied, theLease and Sublease Agreement shall be terminated as of the Early TerminationDate.

4.             Exceptfor the obligations which survive the expiration of the term of the Lease andthe obligations set forth in this First Amendment to Lease Agreement, Lessorand Lessee, effective as of the Early Termination Date, do hereby mutuallyrelease each other, their respective heirs, personal representatives,successors and assigns of and from all claims, demands, actions and causes ofactions of every kind and nature whatsoever arising out of the Lease.

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Except as modified herein, all other terms andconditions of the Lease remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executedthis First Amendment to Lease Agreement as of the day and year first abovewritten.
| WTA Kifer LLC  (“Lessor”)         |   | YAHOO! INC.  (“Lessee”)                        |
|---------------------------------------------|--------|----------------------------------------------------------|
|                                        |   |                                                     |   |   |   |   |
|                                        |   |                                                     |   |   |   |   |
| By:                                         |   |                                                     |   | By: |   |   |
|                                        |   | Carolee White,  Trustee  Managing Member                 |   |   |   |   |
|                                        |   |                                                     |   |   |   |   |
| Date:                                       |   |                                                     |   |   | Date: |   |   |   |
|                                        |   |                                                     |   |   |   |   |   |   |
| Acknowledged and  Agreed to by:             |   |                                                     |   |   |   |
|                                        |   |                                                     |   |   |   |   |   |   |
| ZORAN  CORPORATION  (“Sublessee”) |   |                                                     |   |   |   |
|                                        |   |                                                     |   |   |   |   |   |   |
|                                        |   |                                                     |   |   |   |   |   |   |
| By:                                         |   |                                                     |   |   |   |   |   |
|                                        |   | Karl Schneider,  Senior Vice  President, Finance and CFO |   |   |   |   |   |   |
|                                        |   |                                                     |   |   |   |   |   |   |
| Date:                                       |   |                                                     |   |   |   |   |   |   |

 

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