**EXECUTION
      ORIGINAL**




**BISHOP
      RANCH BUSINESS PARK**


**BUILDING
      LEASE**




Sunset
      Development Company


One
      Annabel Lane, Suite 201, San Ramon, CA 94583


Tel:
      925
      886 0100 Fax: 925 856 1330









**SBE,
      INC.**




**BISHOP
      RANCH BUSINESS PARK - BUILDING LEASE**





**TABLE
      OF CONTENTS**


1.
                PREMISES
                12.
                TERM
                12.1
                Term
                12.2
                Delay
                    in Commencement
                12.3
                Acknowledgment
                    of Commencement Date
                13.
                RENT
                13.1
                Base
                    Rent
                23.2
                Adjustments
                    to Base Rent
                23.3
                Amounts
                    Constituting Rent
                24.
                SECURITY
                    DEPOSIT
                25.
                TAX
                    AND OPERATING COST INCREASES
                35.1
                Definitions
                35.2
                Tenant’s
                    Share
                55.3
                Notice
                    and Payment
                55.4
                Additional
                    Taxes
                65.5
                Tenant’s
                    Taxes
                66.
                USE
                66.1
                Use
                76.2
                Suitability
                76.3
                Uses
                    Prohibited.
                77.
                SERVICE
                    AND UTILITIES
                77.1
                Landlord’s
                    Obligations
                77.2
                Tenant’s
                    Obligation
                87.3
                Tenant’s
                    Additional Requirements
                87.4
                Nonliability
                98.
                MAINTENANCE
                    AND REPAIRS: ALTERATIONS AND ADDITIONS
                98.1
                Maintenance
                    and Repairs
                98.2
                Alterations
                    and Additions
                109.
                ENTRY
                    BY LANDLORD
                1110.
                LIENS
                1111.
                INDEMNITY
                1211.1
                Indemnity.
                12
  
  11.2
                Exemption
                    of Landlord from Liability
                1212.
                INSURANCE
                1212.1
                Coverage
                1212.2
                Insurance
                    Policies
                1312.3
                Landlord’s
                    Insurance
                1312.4
                Waiver
                    of Subrogation
                1313.
                DAMAGE
                    OR DESTRUCTION.
                1313.1
                Landlord’s
                    Duty to Repair
                1313.2
                Landlords
                    Right to Terminate
                1413.3
                Tenant’s
                    Right to Terminate
                1413.4
                Exclusive
                    Rights
                1514.
                CONDEMNATION
                1515.
                ASSIGNMENT
                    AND SUBLETTING
                1515.1
                Landlord’s
                    Consent Required
                1515.2
                Reasonable
                    Consent.
                1515.3
                Excess
                    Consideration
                1615.4
                No
                    Release of Tenant
                1615.5
                Attorneys’
                    Fees
                1615.6
                Transfer
                    of Ownership Interest
                1715.7
                Effectiveness
                    of Transfer
                1715.8
                Landlord’s
                    Right to Space
                1715.9
                No
                    Net Profits Leases
                1716.
                SUBORDINATION
                1716.1
                Subordination
                1716.2
                Junior
                    Liens
                1816.3
                Subordination
                    Agreements
                1816.4
                Attornment
                1817.
                QUIET
                    ENJOYMENT
                1818.
                DEFAULT
                    REMEDIES
                1818.1
                Default
                1818.2
                Remedies
                1918.3
                Late
                    Charges
                2118.4
                Interest
                2118.5
                Default
                    by Landlord
                2219.
                PARKING
                2220.
                RELOCATION
                    OF PREMISES
                2220.1
                Conditions
                2220.2
                Notice
                22
  
  21.
                MORTGAGEE
                    PROTECTION.
                2322.
                ESTOPPEL
                    CERTIFICATES.
                2323.
                SURRENDER,
                    HOLDING OVER
                2423.1
                Surrender
                2423.2
                Holding
                    Over
                2424.
                HAZARDOUS
                    MATERIALS
                2425.
                MISCELLANEOUS
                2525.1
                Attornment
                2525.2
                Captions:
                    Attachments: Defined Terms
                2525.3
                Entire
                    Agreement
                2525.4
                Severability
                2625.5
                Costs
                    of Suit
                2625.6
                Time:
                    Joint and Several Liability
                2625.7
                Binding
                    Effect: Choice of Law
                2625.8
                Waiver
                2625.9
                Force
                    Majeure
                2725.10
                Landlord’s
                    Liability
                2725.11
                Consents
                    and Approvals
                2725.12
                Signs
                2825.13
                Rules
                    and Regulations
                2825.14
                Notices
                2825.15
                Authority
                2825.16
                Lease
                    Guaranty
                2825.17
                Brokers
                2925.18
                Reserved
                    Rights
                2925.19
                Right
                    of First Refusal
                2925.20
                Option
                    to Extend
                29




EXHIBIT
      A
      - SITE AND FLOOR PLANS


EXHIBIT
      B
      - WORK LETTER (INTENTIONALLY DELETED)


EXHIBIT
      C
      - SPACE PLAN


EXHIBIT
      D
      - RULES AND REGULATIONS


EXHIBIT
      E
      - JANITORIAL SPECIFICATIONS


EXHIBIT
      F
      - DOOR SIGN, DIRECTORY STRIP AND MAIL BOX REQUEST


EXHIBIT
      G
      - COMMENCEMENT OF LEASE (INTENTIONALLY DELETED)











**BISHOP
      RANCH BUSINESS PARK**




**BUILDING
      LEASE**




This
      Lease is made and entered into this 27th day of July ,
      2005,
      by and between **ALEXANDER
      PROPERTIES COMPANY** ,
      a
      California’ partnership, (hereinafter “Landlord”) and **SBE,
      INC.** (hereinafter “Tenant”). For and in consideration of the rental and of the
      covenants and agreements hereinafter set forth to be kept and performed by
      Tenant, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
      the premises herein described for the term, at the rental and subject to and
      upon all of the terms, covenants and agreements hereinafter set
      forth.




1. PREMISES




Landlord
      hereby leases to Tenant and Tenant hereby leases from Landlord the premises
      (the
“Premises”) crosshatched on Exhibit A containing 22,308 rentable square feet
      (20,097 usable square feet) known as Suite 200, located on the Second floor
      of
      4000 Executive Parkway, Building P (including all tenant improvements thereto,
      the “Building”), located at San Ramon, California 94583. The Building is part of
      a Complex containing the Building and Two (2) other buildings (the “Complex”).
      The Complex, which contains 631,578 rentable square feet, the land on which
      the
      Complex is situated (the “Land”), the common areas of the Complex, any other
      improvements in the Complex and the personal property used by Landlord in the
      operation of the Complex (the “Personal Property”) are herein collectively
      called the “Project.” Landlord shall provide Tenant with a Suite Improvement
      Allowance (the “Suite Improvement Allowance”) up to an amount equal to ONE
      HUNDRED FIFTY THOUSAND SEVEN HUNDRED TWENTY-SEVEN AND 50/100 DOLLARS
      ($150,727.50) (or $7.50 per usable square foot of Premises Leased), which may
      be
      used by Tenant at any time during the Term of this Lease for alterations or
      additions to the Premises. Any costs in excess of the Suite Improvement
      Allowance shall be paid for by Tenant prior to the commencement of
      construction.




2. TERM




2.1  Term .
      The
      term of this Lease shall commence on September 1, 2005 (the “Commencement Date”)
      and shall end Five (5) years thereafter (the “Expiration Date”), unless sooner
      terminated pursuant to this Lease.




2.2  Delay
      in Commencement .
      (Intentionally Deleted)




2.3  Acknowledgment
      of Commencement Date .
      (Intentionally Deleted)




3. RENT




3.1  Base
      Rent .
      Tenant
      shall pay to Landlord monthly as base rent (“Base Rent”) for the Premises in
      advance on the Commencement Date and on the first day of each calendar month
      thereafter during the term of this Lease without deduction, offset, prior notice
      or demand, in lawful money of the United States of America, the sum of
      FORTY-EIGHT THOUSAND THREE HUNDRED THIRTY-FOUR AND NO/100 DOLLARS ($48,334.00).
      For any prorations of Base Rent due to changes in the Premises on a day other
      than the first or last day of the month, the portion of Base Rent associated
      with the change in the Premises shall be calculated by multiplying the number
      of
      days that the space was part of the Premises by the daily Base Rent defined
      to
      be the monthly Base Rent for said space divided by 30. Notwithstanding the
      foregoing, Rent shall he abated for the months of September, October, November
      and December of 2005, and one-half of January 2006.


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1




Concurrently
      with Tenant’s execution of this Lease, Tenant shall pay to Landlord the sum of
      FORTY-EIGHT THOUSAND THREE HUNDRED THIRTY-FOUR AND NO/100 DOLLARS ($48,334.00)
      to be applied against Base Rent when it becomes due.




3.2  Adjustments
      to Base Rent .
      (Intentionally Deleted)




3.3  Amounts
      Constituting Rent .
      All
      amounts payable or reimbursable by Tenant under this Lease, including late
      charges and interest, “Operating Cost Payments” (as defined in Paragraph 5), and
      amounts payable or reimbursable under the Work Letter and the other Exhibits
      hereto, shall constitute “Rent” and be payable and recoverable as such. Base
      Rent is due and payable as provided in Paragraph 3.1 - “Base Rent”, Operating
      Cost Payments are due and payable as provided in Paragraph 5.3 - “Notice and
      Payment”, and all other Rent payable to Landlord on demand under the terms of
      this Lease, unless otherwise set forth herein, shall be payable within thirty
      (3D) days after written notice from Landlord of the amounts due. All Rent shall
      be paid to Landlord without deduction or offset in lawful money of the United
      States of America at the address for notices or at such other place as Landlord
      may from time to time designate in writing.




4. SECURITY
      DEPOSIT




Concurrently
      with Tenant’s execution of this Lease, Tenant shall deposit with Landlord the
      sum of FORTY-EIGHT THOUSAND THREE HUNDRED THIRTY-FOUR AND NO/100 DOLLARS
      ($48,334.00) (the “Security Deposit”). The Security Deposit shall be held by
      Landlord as security for the faithful performance by Tenant of all of the terms,
      covenants and conditions of this Lease to be performed by Tenant during the
      term
      hereof. If Tenant defaults with respect to any provision of this Lease,
      including the provisions relating to the payment of any Rent, Landlord may
      (but
      shall not be required to) use, apply or retain all or any part of the Security
      Deposit to cure such default or to compensate Landlord for any other loss or
      damage which Landlord may suffer by reason of Tenant’s default. If any portion
      of said deposit is so used or applied, Tenant shall, within ten (10) days after
      written demand therefor, deposit cash with Landlord in an amount sufficient
      to
      restore the Security Deposit to its original amount; Tenant’s failure to do so
      shall be a material breach of this Lease. Landlord shall not be required to
      keep
      the Security Deposit separate from its general funds, and Tenant shall not
      be
      entitled to interest on such deposit, If Tenant shall fully and faithfully
      perform every provision of this Lease to be performed by it, the Security
      Deposit or any balance thereof shall be returned to Tenant (or, at Landlord’s
      option, to the last assignee of Tenant’s interest hereunder) upon the expiration
      of the Lease term and Tenant’s vacating the Premises; provided, however, that
      Landlord may elect, in its discretion, to retain a portion of the Security
      Deposit in an amount to be determined by Landlord in its reasonable judgment
      and
      Landlord shall, promptly upon determining the increases in Operating Costs
      for
      the calendar year in which this Lease terminates, pursuant to Paragraph 5.3
      -
“Notice and Payment,” apply from such retained portion of the Security Deposit
      any sums underpaid by Tenant with respect to Operating Costs for the final
      year
      of the Lease term, and return the balance, if any, to Tenant or its assignee.
      In
      the event of termination of Landlord’s interest in this Lease, Landlord shall
      transfer the Security Deposit to Landlord’s successor in interest whereupon
      Landlord shall be released from liability for the return of the Security Deposit
      or the accounting therefor. Tenant hereby waives the provisions of Section
      1950.7 of the California Civil Code, and all other provisions of any
      Regulations, now or hereafter in force, which restricts the amount or types
      of
      claim that a landlord may make upon a security deposit or imposes upon a
      landlord (or its successors) any obligation with respect to the handling or
      return of security deposits.


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 Tenant
        (             )
 Landlord
        (             )


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5. TAX
      AND OPERATING COST INCREASES




5.1  Definitions .
      For
      purposes of this paragraph, the following terms are  herein
      defined:




(a)  Base
      Year :
      The
      calendar year in which this Lease commences.




(b)  Operating
      Costs :
      Operating Costs shall include all costs and expenses of ownership, operation,
      repair and maintenance of the Project (excluding depreciation of the
      improvements in the Project and all amounts paid on loans of Landlord) computed
      in accordance with accounting principles adopted by Landlord consistently
      applied, including by way of illustration but not limited to: real property
      taxes, taxes assessed on the Personal Property, any other governmental
      impositions imposed on or by reason of the ownership, operation or use of the
      Project, and any tax in addition to or in lieu thereof; other than taxes covered
      by Paragraph 5.4, whether assessed against Landlord or Tenant or collected
      by
      Landlord or both; parts; equipment; supplies; insurance premiums; license,
      permit and inspection fees; cost of services and materials (including property
      management fees); cost of compensation (including employment taxes and fringe
      benefits) of all persons who perform duties connected with the operation,
      maintenance and repair of the Project; costs of providing utilities and
      services, including water, gas, electricity, sewage disposal, rubbish removal,
      janitorial, gardening, security, parking, window washing, supplies and
      materials, and signing (but excluding services not uniformly available to
      substantially all of the Project tenants); costs of capital improvements (i)
      required to cause the Project to comply with all laws, statutes, ordinances,
      regulations, rules and requirements of any governmental or public authority,
      including, without limitation, the Americans with Disabilities Act of 1990
      (the
“ADA”) (collectively, “Legal Requirements”), except for costs, if any, of
      correcting any failure of the Project to comply, as of the Commencement Date,
      with any Legal Requirement as enacted as of the Commencement Date, or (ii)
      which
      reduce Operating Costs, such costs, together with interest on the unamortized
      balance at the rate of twelve percent (12%) per annum, to be amortized over
      such
      reasonable periods as Landlord shall determine; costs of maintenance and
      replacement of landscaping; legal, accounting and other professional services
      incurred in connection with the operation of the Project and the calculation
      of
      Operating Costs; and rental expense or a reasonable allowance for depreciation
      of personal property used in the maintenance, operation and repair of the
      Project. If the Project is not fully occupied for any calendar year during
      the
      term of this Lease, Operating Costs shall be adjusted to the amount which would
      have been incurred if the Project had been fully occupied for the
      year.


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3





Notwithstanding
      the foregoing, Operating Costs shall not include the following:




(1)  Depreciation
      and amortization, except as provided for above.




(2)  Costs
      of
      capital repairs, replacements or improvements, except as provided for
      above.




(3)  Costs
      to
      acquire sculpture, paintings or other objects of art.




(4)  Costs
      incurred in connection with upgrading the Building to comply with disability,
      life, fire, safety codes, ordinances, statutes, or other laws in effect prior
      to
      the Commencement Date including, without limitation, the ADA, and penalties
      or
      damages incurred due to such non-compliance.




(5)  Advertising
      and promotional expenses.




(6)  Real
      estate broker’s or other leasing commissions, attorneys’ fees, architects’ fees
      and other costs incurred in connection with negotiations or disputes with
      tenants or prospective tenants of the Building or Project, other than disputes
      as to the common areas.




(7)  Costs
      incurred in renovating or otherwise improving or decorating or redecorating
      space for tenants or other occupants in the Project or vacant space in the
      Project.




(8)  Repairs
      or other work occasioned by fire, windstorm, or other casualty and public
      liability claims, to the extent such are covered by insurance proceeds, the
      cost
      of which is included in Operating Costs, and costs incurred by Landlord in
      connection with or made necessary by the actual or threatened exercise by
      governmental authorities (or other entities with power of eminent domain) of
      the
      power of eminent domain.




(9)  Costs,
      other than Operating Costs, specially billed to Tenant or any other specific
      tenants, such as (but not limited to) above Building Standard janitor service,
      or electrical usage or other services or benefits above Building
      Standard.




(10)  Costs
      incurred to remedy or monitor any Hazardous Materials condition except if caused
      by Tenant.




(11)  Interest
      on penalties resulting from (a) late payment of any operating expense by
      Landlord due to Landlord’s negligence or willful misconduct (unless Landlord in
      good faith disputes a charge and subsequently loses or settles that dispute);
      or
      (b) any amount payable by Landlord to any tenant resulting solely from
      Landlord’s default in its obligations to that tenant.


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(12)  Costs
      incurred in installing, operating and maintaining any specialty service that
      is
      not necessary for Landlord’s provision, management, maintenance and repair of
      the Project. The following are examples of these specialty
      services:




observatory;
      broadcasting facilities (other than the life-support and security system for
      the
      Project); luncheon club, cafeteria, or other dining facility; newsstand; flower
      services; shoeshine service; carwash; and athletic or recreational
      club.




(13)  Any
      compensation paid to clerks, attendants, or other persons in commercial
      concessions in the Project that are operated by Landlord.




(14)  Debt
      service, interest or other financing.




(15)  Rental payments
      to any ground Lessor.




5.2  Tenant’s
      Share .
      If
      Operating Costs during any calendar year following the Base Year exceed the
      rentable square footage of the Complex multiplied by $9.75 (the “Expense Stop”),
      Tenant shall pay to Landlord “Tenant’s Share” multiplied by such excess
      (“Operating Cost Payments”). “Tenant’s Share” means
      3.53%, which is calculated by dividing the rentable square footage of the
      Premises by the rentable square footage of the Complex as such rentable square
      footages are set forth in Paragraph I, and multiplying such number by
      100.




5.3  Notice
      and Payment .
      As soon
      as reasonably practical after the end of each calendar year following the Base
      Year, Landlord shall furnish Tenant a written statement showing in reasonable
      detail the Operating Costs for the preceding calendar year, and the amount
      of
      any payment due from Tenant to Landlord or from Landlord to Tenant, taking
      into
      account prier Operating Cost Payments made by Tenant for such preceding calendar
      year. Tenant shall have one hundred eighty (180) days after receipt of
      Landlord’s statement to notify Landlord of any objections they have to such
      statement, or of their intention to review supporting documentation for such
      statement. If Tenant does not so notify Landlord, such statement shall
      conclusively be deemed correct and Tenant shall have no right thereafter to
      dispute or review support for such statement, any item therein, or the
      computation of Operating Costs. If Tenant does so notify the Landlord within
      the
      one hundred eighty (180) day period, Tenant shall have one (1) year from the
      date of receipt of Landlord’s statement to complete their review of the
      supporting documentation and notify Landlord of all objections, if any, to
      such
      statement. Landlord and Tenant hereby agree that Tenant will submit in writing
      to Landlord on or before the end of said one (1) year period, all objections
      to
      Landlord’s statement, and Tenant’s only rights after said one (1) year period
      shall be nonreversible removals or reductions of the said objections submitted
      to Landlord. Landlord and Tenant hereby agree that after said one (1) year
      period, Tenant has no further rights to review any supporting documentation
      to
      Landlord’s statement. Any notifications to Landlord will be done in accordance
      with Paragraph 25.14. Please
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5





Coincidentally
      with the monthly Base Rent next due following Tenant’s receipt of such
      statement, Tenant shall pay to Landlord (in the case of an underpayment) or
      Landlord shall credit against the next Base Rent due from Tenant (in the case
      of
      an overpayment) the difference between (i) Tenant’s Share of any excess of
      Operating Costs for the preceding calendar year over the Expense Stop (the
      “Prior Year’s Increase”), and (ii) the Operating Cost Payments made by Tenant
      for such preceding calendar year. In addition, Tenant shall pay to Landlord
      coincidentally with such next due Base Rent an amount equal to (A) one-twelfth
      (112th) of the Prior Year’s Increase, if any, multiplied by (B) the number of
      months or partial months (including the then current month) then elapsed in
      the
      current calendar year, less (C) the aggregate of any Operating Cost Payments
      made by Tenant for such current calendar year. Monthly thereafter until
      adjustment is made the following year pursuant to this paragraph, Tenant shall
      pay together with the monthly Base Rent one-twelfth (1/12) of any such Prior
      Year’s Increase. In no event will Tenant be entitled to receive the benefit of a
      reduction in Operating Costs below the Expense Stop.




For
      any
      partial calendar year at the termination of this Lease, Tenant’s Share of any
      increases in Operating Costs for such year over the Expense Stop shall be
      prorated on the basis of a 365-day year by computing Tenant’s Share of the
      increases in Operating Costs for the entire year and then prorating such amount
      for the number of days this Lease was in effect during such year.
      Notwithstanding the termination of this Lease, and within ten (10) days after
      Tenant’s receipt of Landlord’s statement regarding the determination of
      increases in Operating Costs for the calendar year in which this Lease
      terminates, Tenant shall pay to Landlord or Landlord shall pay to Tenant, as
      the
      case may he, an amount equal to the difference between Tenant’s Share of the
      increases in Operating Costs for such year (as prorated) and the amount
      previously paid by Tenant toward such increases.




5.4  Additional
      Taxes .
      Tenant
      shall reimburse to Landlord, within thirty (30) days after receipt of a demand
      therefor, Tenant’s Share of any and all taxes payable by Landlord (other than
      net income taxes or any taxes included within Operating Costs), whether or
      not
      now customary or within the contemplation of the parties hereto (i) upon,
      allocable to or measured by the area of the Building, (ii) upon all or any
      portion of the Rent payable hereunder and under other leases of space in the
      Building, including any gross receipts tax or excise tax levied with respect
      to
      the receipt of such Rent, or (iii) upon or with respect to the possession,
      leasing, operation, management, maintenance, alteration, repair, use or
      occupancy of the Building or any portion thereof. Tenant shall not be required
      to reimburse Landlord for taxes under this Paragraph 5.4 to the extent Tenant
      has paid Tenant’s Share of such taxes through Operating Cost Payments under
      Paragraph 5.2.




5.5  Tenant’s
      Taxes .
      Tenant
      shall pay before delinquency (whether levied on Landlord or Tenant), any and
      all
      taxes assessed upon or measured by (i) Tenant’s equipment, furniture, fixtures
      and other personal property located in the Premises, (ii) any improvements
      or
      alterations made to the Premises prior to or during the term of this Lease
      paid
      for by Tenant (“Above-Standard Improvements”), or (iii) this transaction or any
      document to which Tenant is a party creating or transferring an interest or
      an
      estate in the Premises. For the purpose of determining said amounts, figures
      supplied by the County Assessor as to the amount so assessed shall be
      conclusive. Tenant shall comply with the provisions of any law, ordinance or
      rule of the taxing authorities which require Tenant to file a report of Tenant’s
      property located in the Premises.


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6





6. USE




6.1  Use .
      The
      Premises shall be used and occupied by Tenant for general office purposes and
      for no other purpose without the prior written consent of Landlord.




6.2  Suitability .
      Tenant
      acknowledges that neither Landlord nor any agent of Landlord has made any
      representation or warranty with respect to the Premises or the Building or
      with
      respect to the suitability of either for the conduct of Tenant’s business, nor
      has Landlord agreed to undertake any modification, alteration or improvement
      to
      the Premises except as provided in the Work Letter. The taking of possession
      of
      the Premises by Tenant shall conclusively establish that the Premises and the
      Building were at such time in satisfactory condition unless within ten (10)
      days
      after such date Tenant shall give Landlord written notice specifying in
      reasonable detail the respects in which the Premises or the Building were not
      in
      satisfactory condition.




6.3  Uses
      Prohibited.




(a)  Tenant
      shall not do nor permit anything to be done in or about the Premises nor bring
      or keep anything therein which will in any way increase the existing rate or
      affect any fire or other insurance upon the Building or any of its contents,
      or
      cause a cancellation of any insurance policy covering said Building or any
      part
      thereof or any of its contents, nor shall Tenant sell or permit to be kept,
      used
      or sold in or about said Premises any articles which may be prohibited by a
      standard form policy of fire insurance.




(b)  Tenant
      shall not do or permit anything to be done in or about the Premises which will
      in any way obstruct or interfere with the tights of other tenants or occupants
      of the Building, or injure or annoy them, or use or allow the Premises to be
      used for any unlawful or objectionable purpose, nor shall Tenant cause, maintain
      or permit any nuisance in or about the Premises. Tenant shall not commit or
      suffer to be committed any waste in or upon the Premises. Tenant shall not
      bring
      onto the Premises any apparatus, equipment or supplies that may overload the
      Premises or the Building or any utility or elevator systems or jeopardize the
      structural integrity of the Building or any part thereof.




(c)  Tenant
      shall not use the Premises or permit anything to be done in or about the
      Premises which will in any way conflict with, and at its sole cost and expense
      shall promptly comply with, any Legal Requirement now in force or which may
      hereafter be enacted or promulgated relating to the condition, use or occupancy
      of the Premises, excluding structural changes not relating to or affecting
      the
      condition, use or occupancy of the Premises or Tenant’s improvements or acts.
      The judgment of any court of competent jurisdiction or the admission of Tenant
      in any action against Tenant, whether Landlord be a party thereto or not, that
      Tenant has violated any Legal Requirement, shall be conclusive of the fact
      as
      between Landlord and Tenant.




7. SERVICE
      AND UTILITIES




7.1  Landlord’s
      Obligations .
      Provided Tenant is not in default hereunder, Landlord shall furnish to the
      Premises during reasonable hours of generally recognized business days, to
      be
      determined by Landlord, and subject to the rules and regulations of the
      Building, water, gas and electricity suitable for the intended use of the
      Premises, heat and air conditioning required in Landlord’s judgment for the
      comfortable use and occupancy of the Premises, scavenger, janitorial services
      as
      described in Exhibit E attached hereto, window washing service and elevator
      service customary in similar buildings in the competing geographical areas.
      Landlord shall also maintain and keep lighted the common lobbies, hallways,
      stairs and toilet rooms in the Building.




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(a)  Landlord’s
      current hours of operation in Bishop Ranch (hereinafter “Hours of Operation”)
      are 7 a.m. to 7 p.m., Monday through Friday, excepting holidays (New Year’s Day,
      President’s Day, Memorial Day, July 4th (Independence Day), Labor Day,
      Thanksgiving, and Christmas Day). In the event the holiday falls on a weekend,
      the business day closest to the holiday will be considered to be the holiday.
      The building and its services are available to Tenant 24 hours a day, seven
      (7)
      days a week, 365 days a year. The after hours rate for air conditioning and
      heating service after Landlord’s Hours of Operation is currently $75.00 per
      hour, per floor. This rate is subject to adjustment based upon the decrease
      or
      increase in utilities as charged by Landlord’s utility provider.




7.2  Tenant’s
      Obligation .
      Tenant
      shall pay for, prior to delinquency, all telephone and all other materials
      and
      services, not expressly required to be paid by Landlord, which may be furnished
      to or used in, on or about the Premises during the term of this
      Lease.




7.3  Tenant’s
      Additional Requirements




(a)  Tenant
      shall pay for heat and air-conditioning furnished at Tenant’s request during
      non-business hours and/or on non-business days on an hourly basis at a
      reasonable rate established by Landlord. Tenant shall not use in excess of
      Building Standard amounts (as determined by Landlord) of electricity, water
      or
      any other utility without Landlord’s prior written consent, which consent
      Landlord may refuse. Landlord may cause a water meter or electric current meter
      to be installed in the Premises so as to measure the amount of water and
      electric current consumed for any such excess use, The cost of such meters
      and
      of installation, maintenance and repair thereof shall be paid by Tenant and
      Tenant agrees to pay Landlord promptly upon demand by Landlord for all such
      water and electric current consumed as shown by said meters, at the rates
      charged for such services by the city in which the Building is located or by
      the
      local public utility furnishing the same, plus any additional expense incurred
      in keeping account of the water and electric current so consumed. If a separate
      meter is not installed to measure any such excess use, Landlord shall have
      the
      right to estimate the amount of such use through qualified personnel. In
      addition, Landlord may impose a reasonable charge for the use of any additional
      or unusual janitorial services required by Tenant because of any Suite
      Improvements different from or above Building Standard, carelessness of Tenant
      or the nature of Tenant’s business (including hours of operation).
      Notwithstanding the foregoing, Tenant’s Server Room has been submetered and
      there shall be no additional charge to Tenant for the installation of said
      meter.




(b)  If
      any
      lights other than Building Standard or equipment are used in the Premises which
      affect the temperature otherwise maintained by the air conditioning system,
      Landlord may install supplementary air conditioning units in the Premises and
      the cost thereof; including the cost of installation, operation and maintenance
      thereof, shall be paid by Tenant to Landlord upon demand by Landlord. In
      addition, if any lights other than Building Standard are used in the Premises,
      Tenant shall pay the cost to replace any worn or dead bulbs or
      tubes.


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(c)  In
      no
      event shall Tenant (i) connect any apparatus, machine or device through
      electrical outlets except in the manner for which such outlets are designed
      and
      without the use of any device intended to increase the plug capacity of any
      electrical outlet or (ii) maintain at any time an electrical demand load in
      excess of four (4) watts per square foot of usable area of the
      Premises




7.4  Nonliability .
      Landlord shall not be liable for, and Tenant shall not be entitled to any
      abatement or reduction of Rent, by reason of Landlord’s failure to furnish any
      of the foregoing when due to “Force Majeure Events” (as defined in Paragraph
      25.9). If failure to furnish the foregoing is within Landlord’s reasonable
      control and Tenant is unable to occupy the Premises due to such failure, Tenant
      shall be entitled to an abatement of Base Rent commencing with the fifteenth
      consecutive day of such failure unless prior thereto Landlord commences to
      cure
      such failure and thereafter diligently proceeds with such cure. Any failure
      to
      furnish any of the foregoing shall not constitute an eviction of Tenant,
      constructive or otherwise and, notwithstanding any law to the contrary that
      may
      now or hereafter exist, Tenant shall not be entitled to terminate this Lease
      on
      account of such failure. Landlord shall not be liable under any circumstances
      for loss of or injury to property or business or consequential damages, however
      occurring, through or in connection with failure to furnish any of the
      foregoing.




8. MAINTENANCE
      AND REPAIRS: ALTERATIONS AND ADDITIONS




8.1  Maintenance
      and Repairs




(a)  Landlord’s
      Obligations .
      Landlord shall maintain in good order, condition and repair the structural
      and
      common areas of the Building, and the basic heating, ventilating, air
      conditioning, electrical, plumbing, fire protection, life safety, security
      and
      mechanical systems of the Building (the “Building Systems”), and shall cause the
      common areas of the Building to comply with all Legal Requirements (including,
      without limitation, the ADA), provided that any maintenance and repair caused
      by
      the acts or omissions of Tenant or Tenant’s agents, employees, invitees,
      visitors (collectively “Tenant’s Representatives”) shall be paid for by Tenant.
      Notwithstanding any law to the contrary that may now or hereafter exist, Tenant
      shall not have the right to make repairs at Landlord’s expense or to terminate
      this Lease because of Landlord’s failure to keep the foregoing in good order,
      condition and repair, nor shall Landlord be liable under any circumstances
      for
      any consequential damages or loss of business, however occurring, through or
      in
      connection with any such failure.




(b)  Tenant’s
      Obligations




(1)  Tenant,
      at Tenant’s sole cost and expense, except for services furnished by Landlord
      pursuant to Paragraph 7 hereof, shall maintain the Premises in good order,
      condition and repair including the interior surfaces of the ceilings, walls
      and
      floors, all doors, interior windows, and all plumbing pipes, electrical wiring,
      switches, fixtures, nonbuilding standard lights, and equipment installed for
      the
      use of the Premises, and shall cause the Premises to comply with all Legal
      Requirements (including, without limitation, the ADA). Notwithstanding any
      law
      to the contrary that may now or hereafter exist, Tenant shall not have the
      right
      to make repairs at Landlord’s expense or to terminate this Lease because of
      Landlord’s failure to keep the Premises in good order, condition and
      repair.


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(2)  In
      the
      event Tenant fails to maintain the Premises in good order, condition and repair,
      Landlord shall give Tenant notice to do such acts as are reasonably required
      to
      so maintain the Premises. In the event Tenant fails to promptly commence such
      work and diligently prosecute it to completion, Landlord shall have the right
      to
      do such acts and expend such funds at the expense of Tenant as are reasonably
      required to perform such work. Any amount so expended by Landlord shall be
      paid
      by Tenant promptly after demand with interest from the date expended by Landlord
      until paid by Tenant at the “Default Rate,” as defined below. Landlord shall
      have no liability to Tenant for any damage, inconvenience or interference with
      the use of the Premises by Tenant as a result of performing any such work.
      As
      used in this Lease, “Default Rate” shall mean the lesser of twelve percent per
      annum (12%) or the maximum rate permitted by law.




(c)  Compliance
      with Law .
      Landlord and Tenant shall each do all acts required to comply with all
      applicable Legal Requirements relating to their respective maintenance and
      repair obligations as set forth herein.




8.2  Alterations
      and Additions




(a)  Tenant
      shall make no alterations, additions or improvements to the Premises or any
      part
      thereof without obtaining the prior written consent of Landlord.




(b)  Landlord
      may impose as a condition to the aforesaid consent such requirements as Landlord
      may deem necessary in its sole discretion, including without limitation thereto,
      performing the work itself, specifying the manner in which the work is done,
      and
      selecting the contractor by whom the work is to be performed and the limes
      during which it is to be accomplished. Tenant shall pay to Landlord upon demand
      an amount equal to the reasonable costs and expenses for time spent by
      Landlord’s employees or contractors in supervising, approving and administering
      such alterations.




(c)  All
      such
      alterations, additions or improvements, all other Above-Standard Improvements,
      and all work performed under the Work Letter shall be the property of Landlord
      and shall remain upon and be surrendered with the Premises, unless Landlord
      upon
      or prior to the termination or expiration of the Lease requests in writing
      that
      Tenant remove all or any part of same. Notwithstanding the foregoing, as of
      the
      date of this Lease Landlord has reviewed and approved Tenant’s Plans attached
      hereto as Exhibit C for the Suite Improvements and Tenant, except as provided
      in
      Subsection 23.1 of this Lease, shall have no obligation to Landlord to remove
      any of the Improvements shown on Tenant’s Plans.




(d)  All
      articles of personal property and all business and trade fixtures, machinery
      and
      equipment, cabinetwork, furniture and movable partitions owned by Tenant or
      installed by Tenant at its expense in the Premises shall be and remain the
      property of Tenant and may be removed by Tenant at any time during the Lease
      term when Tenant is not in default hereunder.


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9. ENTRY
      BY LANDLORD




Landlord
      and Landlord’s agents shall at any and all times have the right to enter the
      Premises to inspect the same, to supply janitorial service and any other service
      to be provided by Landlord to Tenant hereunder, to show the Premises to
      prospective purchasers or tenants, to post notices of non-responsibility and
      “for lease” signs, and to alter, improve or repair the Premises and any portion
      of the Building, and may for that purpose erect scaffolding and other necessary
      structures where reasonably required by the character of the work to be
      performed, always providing the entrance to the Premises shall not be blocked
      thereby. Landlord shall conduct its activities under this Paragraph 9 in a
      manner that will minimize inconvenience to Tenant without incurring additional
      expense to Landlord. For each of the aforesaid purposes, Landlord shall at
      all
      times have and retain a key with which to unlock all of the doors in, upon
      and
      about the Premises, excluding Tenant’s vaults and safes, and Landlord and
      Landlord’s agents shall have the right to use any and all means which Landlord
      may deem proper to open said doors in an emergency, in order to obtain entry
      to
      the Premises, and any entry to the Premises obtained by Landlord or Landlord’s
      agents by any of said means, or otherwise, shall not under any circumstances
      be
      construed or deemed to be a forcible or unlawful entry into, or a detainer
      of,
      the Premises, or an eviction of Tenant from the Premises or any portion thereof.
      Tenant shall not be released from its obligations under this Lease nor be
      entitled to any abatement of Rent on account of Landlord’s entry under this
      Paragraph, and Tenant hereby waives any claim for damages for any injury or
      inconvenience to or interference with Tenant’s business, any loss of occupancy
      or quiet enjoyment of the Premises, and any other loss occasioned
      thereby.




10. LIENS




Tenant
      shall keep the Premises and the Building free from any liens arising out of
      work
      performed, materials furnished, or obligations incurred by Tenant and shall
      indemnify, hold harmless and defend Landlord from any liens and encumbrances
      arising out of any work performed, materials furnished or obligations incurred
      by or at the direction of Tenant. In the event that Tenant shall not, within
      twenty (20) days following the imposition of any such lien, cause such lien
      to
      be released of record by payment or posting of a proper bond, Landlord shall
      have, in addition to all other remedies provided herein and by law, the right,
      but no obligation, to cause the same to be released by such means as it shall
      deem proper, including payment of the claim giving rise to such lien. All such
      sums paid by Landlord and all expenses incurred by it in connection therewith,
      including attorneys’ fees and costs, shall be payable to Landlord by Tenant on
      demand with interest at the Default Rate until paid. Landlord shall have the
      right at all times to post and keep posted on the Premises any notices permitted
      or required by law, or which Landlord shall deem proper, for the protection
      of
      Landlord and the Premises, and any other party having an interest therein,
      from
      mechanics’ and material men’s liens, and Tenant shall give to Landlord at least
      three (3) business days prior written notice of the expected date of
      commencement of any work relating to alterations or additions to the
      Premises.


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11. INDEMNITY




11.1  Indemnity.




(a)  Tenant
      agrees to indemnify Landlord against and save Landlord harmless from any and
      all
      loss, cost, liability, penalties, fines and reasonable attorneys’ fees and
      disbursements arising from (i) any default or breach by Tenant in the observance
      or performance of any of the material terms, covenants or conditions of this
      Lease by Tenant or (ii) any negligence or willful misconduct of Tenant, its
      agents, servants, employees invitees or licensees of Tenant in, on, or about
      the
      Premises, or any part of the Complex, either during or prior to occupancy or
      during the Term of this Lease. Notwithstanding the foregoing, in no event shall
      Tenant be liable for indirect or consequential damages of Landlord (including
      lost profits) however occurring.




(b)  Landlord
      agrees to indemnify Tenant against and save Tenant harmless from any and all
      loss, cost liability, damage, and expense, including without limitation
      penalties, fines and reasonable attorneys’ fees and disbursements, incurred in
      connection with or arising from any gross negligence or willful misconduct
      of
      Landlord, or its contractors, agents, servants, employees, invitees, or
      licensees in, on, or about the Premises, or any part of the Complex, either
      during prior occupancy or during the Term of this Lease. Notwithstanding the
      foregoing, in no event shall Landlord be liable for indirect or consequential
      damages of Tenant (including lost profits) however occurring.




11.2  Exemption
      of Landlord from Liability .
      Landlord shall not be liable for injury or damage which may be sustained by
      the
      person or property of Tenant, its employees, invitees or customers, or any
      other
      person in or about the Premises caused by or resulting from fire, steam,
      electricity, gas, water or rain, which may leak or flow from or into any part
      of
      the Premises, or from the breakage, leakage, obstruction or other defects of
      the
      pipes, sprinklers, wires, appliances, plumbing, air conditioning, telephone
      cabling or wiring, or lighting fixtures of the same, whether the damage or
      injury results from conditions arising upon the Premises or upon other portions
      of the Building of which the Premises are a part, or from other sources.
      Landlord shall not be liable for any damages arising from any act or neglect
      of
      any other tenant of the Building.




12. INSURANCE




12.1  Coverage .
      Tenant
      shall, at all times during the term of this Lease, and at its own cost and
      expense, procure and continue in force the following insurance
      coverage:




(a)  Commercial
      General Liability Insurance with a combined single limit for personal or bodily
      injury and property damage of not less than $3,000,000 or such other level
      of
      coverage that Landlord may require in its reasonable judgment.




(b)  Fire
      and
      Extended Coverage Insurance, including vandalism and malicious mischief
      coverage, covering and in an amount equal to the full replacement value of
      all
      fixtures, furniture and improvements installed in the Premises by or at the
      expense of Tenant.


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12.2  Insurance
      Policies .
      The
      aforementioned minimum limits of policies shall in no event limit the liability
      of Tenant hereunder. The aforesaid insurance shall name Landlord and its
      partners, property manager, and mortgagees as an additional insured. Said
      insurance shall be with companies having a rating of not less than A+, XI in
      “Best’s Insurance Guide”. Tenant shall furnish from the insurance companies or
      cause the insurance companies to flattish certificates of coverage. No such
      policy shall be cancelable or subject to reduction of coverage or other
      modification or cancellation except after thirty (30) days prior written notice
      to Landlord by the insurer. All such policies shall be written as primary
      policies, not contributing with and not in excess of the coverage which Landlord
      may carry. Tenant shall, at least twenty (20) days prior to the expiration
      of
      such policies, furnish Landlord with evidence of renewals or binders. Tenant
      agrees that if Tenant does not take out and maintain such insurance, Landlord
      may (but shall not be required to) procure said insurance on Tenant’s behalf and
      charge Tenant the premiums together with a reasonable handling charge and
      Default Interest from the date paid by Landlord, payable upon demand. Tenant
      shall have the right to provide such insurance coverage pursuant to blanket
      policies obtained by Tenant, provided such blanket policies expressly afford
      coverage to the Premises and to Tenant as required by this Lease.




12.3  Landlord’s
      Insurance .
      During
      the term of this Lease Landlord shall maintain in effect insurance on the
      Building against fire, extended coverage perils and vandalism and malicious
      mischief (to the extent such coverages are available), with responsible insurers
      licensed to do business in California, insuring the Building in an amount equal
      to at least ninety-five percent (95%) of the replacement cost thereof, excluding
      foundations, footings and underground installations. Landlord may, but shall
      not
      be obligated to, carry insurance against additional perils and/or in greater
      amounts.




12.4  Waiver
      of Subrogation .
      Tenant
      and Landlord hereby waive and release any and all right of recovery, whether
      arising in contract or tort, against the other, including employees and agents,
      arising during the Term for any and all loss or damage to any property located
      within or constituting a part of the Building or Complex, which loss or damage
      arises from the perils that could be insured against under the ISO Causes of
      Loss-Special Form Coverage including any deductible thereunder (whether or
      not
      the party suffering the loss or damage actually carries such insurance, recovers
      under such insurance or self insures the loss or damage) or which right of
      recovery arises from loss of earnings or rents resulting from loss or damage
      caused by such a peril. This mutual waiver is in addition to any other waiver
      or
      release contained in this Lease. Landlord and Tenant shall each have their
      insurance policies issued in such form as to waive any right of subrogation
      which might otherwise exist.




13. DAMAGE
      OR DESTRUCTION.




13.1  Landlord’s
      Duty to Repair .
      If all
      or a substantial part of the Premises are rendered untenantable or inaccessible
      by damage to all or any part of the Project from fire or other casualty then,
      unless either party elects to terminate this Lease pursuant to Paragraphs 13.2
      or 13.3, Landlord shall, at its expense, use its commercially reasonable efforts
      to repair and restore the Premises and/or access thereto, as the case may be,
      to
      substantially their former condition to the extent permitted by the then
      applicable codes, laws and regulations; provided, however, that Tenant rather
      than Landlord shall be obligated at Tenant’s expense to repair or replace
      Tenant’s personal property, trade fixtures and any items or improvements that
      are required to be covered by Tenant’s insurance under Paragraph
      12.1(b).


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If
      Landlord is required or elects to repair damage to the Premises and/or access
      thereto, this Lease shall continue in effect but Tenant’s Base Rent and
      Operating Cost Payments from the date of the casualty through the date of
      substantial completion of the repair shall be abated by a proportionate amount
      based on the portion of the Premises that Tenant is prevented from using by
      reason of such damage or its repair; provided, however, that if the casualty
      is
      the result of the willful misconduct or negligence of Tenant or Tenant’s
      Representatives, there will be no such rental abatement. In no event shall
      Landlord be liable to Tenant by reason of any injury to or interference with
      Tenant’s business or property arising from fire or other casualty or by reason
      of any repairs to any part of the Project made necessary by such
      casualty.




13.2  Landlords
      Right to Terminate .
      Landlord may elect to terminate this Lease, effective as of the last day of
      the
      calendar month in which such election is made, under the following
      circumstances:




(a)  Where,
      in
      the reasonable judgment of Landlord, the damage cannot be substantially repaired
      and restored under applicable laws and governmental regulations within one
      (1)
      year after the date of the casualty;




(b)  Where,
      in
      the reasonable judgment of Landlord, adequate proceeds are not, for any reason,
      made available to Landlord from Landlord’s insurance policies to make the
      required repairs;




(c)  Where
      the
      Project is damaged or destroyed to the extent that the cost to repair and
      restore the Project exceeds twenty-five percent (25%) of the full replacement
      cost of the Project, whether or not the Premises are damaged or destroyed;
      or




(d)  Where
      the
      damage occurs within the last twelve (12) months of the term of the
      Lease.




If
      any of
      the circumstances described in this Paragraph 13.2 arise, Landlord must notify
      Tenant in writing of that fact within one hundred and twenty (120) days after
      such circumstances arise and in such notice Landlord must also advise Tenant
      whether Landlord has elected to terminate the Lease.




13.3  Tenant’s
      Right to Terminate .
      Tenant
      shall have the right to terminate this Lease if all or a substantial part of
      the
      Premises are rendered untenantable or inaccessible by damage to all or any
      part
      of the Project from fire or other casualty, provided that such casualty is
      not
      the result of the willful misconduct or negligence of Tenant or Tenant’s
      Representatives, but only under the following circumstances:




(a)  Tenant
      may elect to terminate this Lease if Landlord had the right under Paragraph
      13.2
      to terminate this Lease but did not elect to so terminate and Landlord failed
      to
      commence the required repair within ninety (90) days after the date it received
      proceeds to commence such repair. In such event, Tenant may terminate this
      Lease
      as of the date of the casualty by notice to Landlord given before the earlier
      of
      the date on which Landlord commences such repair or ten (10) days after the
      expiration of such ninety (90)-day period; or


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(b)  Tenant
      may elect to terminate this Lease in the circumstance described in Subparagraph
      13.2(a). In such event, Tenant may terminate this Lease as of the date of the
      casualty by notice to Landlord given within thirty (30) days after Landlord’s
      notice to Tenant pursuant to Paragraph 13.2.




13.4  Exclusive
      Rights .
      Landlord and Tenant each hereby agree that, notwithstanding any law to the
      contrary that may now or hereafter exist, neither party shall have any right
      to
      terminate this Lease in the event of any damage or destruction under any
      circumstances other than as provided in Paragraphs 13.2 and 13.3.




14. CONDEMNATION




If
      all or
      a material portion of the Premises shall be taken or appropriated for public
      or
      quasi-public use by right of eminent domain with or without litigation or
      transferred by agreement in connection with such public or quasi-public use,
      either party hereto shall have the right at its option, exercisable within
      thirty (30) days of receipt of notice of such taking, to terminate this Lease
      as
      of the date possession is taken by the condemning authority, provided, however,
      that before Tenant may terminate this Lease by reason of taking or appropriation
      as provided hereinabove, such taking or appropriation shall be of such an extent
      and nature as to substantially handicap, impede or impair Tenant’s use of the
      Premises. If any part of the Building other than the Premises shall be so taken
      or appropriated, Landlord shall have the right at its option to terminate this
      Lease. No award for any partial or entire taking shall be apportioned, and
      Tenant hereby assigns to Landlord any award which may be made in such taking
      or
      condemnation, together with any and all rights of Tenant now or hereafter
      arising in or to the same or any part thereof; provided, however, that nothing
      contained herein shall be deemed to give Landlord any interest in or to require
      Tenant to assign to Landlord any award made to Tenant for the taking of personal
      property and fixtures belonging to Tenant and/or for Tenant’s unamortized cost
      of leasehold improvements, so long as such award to Tenant does not decrease
      the
      value of the award that would otherwise be made to Landlord in such taking
      or
      condemnation. In the event of a partial taking which does not result in a
      termination of this Lease, rent shall be abated in the proportion which the
      part
      of Premises so made unusable bears to the rented area of the Premises
      immediately prior to the taking, and Landlord, at Landlord’s cost, shall restore
      the Premises remaining to an architectural whole with the Base Rent reduced
      in
      proportion to what the area taken bears to the Premises prior to the taking.
      No
      temporary taking of the Premises and/or of Tenant’s rights therein or under this
      Lease shall give Tenant the right to terminate this Lease or to any abatement
      of
      Rent thereunder. Any award made to Tenant by reason of any such temporary taking
      where Landlord does not terminate this Lease shall belong entirely to Tenant
      so
      long as said award does not diminish Landlord’s award.




15. ASSIGNMENT
      AND SUBLETTING




15.1  Landlord’s
      Consent Required .
      Tenant
      shall not assign, transfer, mortgage, pledge, hypothecate or encumber this
      Lease
      or any interest therein (each a “Transfer”), and shall not sublet the Premises
      or any part thereof, without the prior written consent of Landlord and any
      attempt to do so without such consent being first had and obtained shall be
      wholly void and shall constitute a breach of this Lease.


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15.2  Reasonable
      Consent.




(a)  If
      Tenant
      complies with the following conditions, Landlord sail not unreasonably withhold
      its consent to the subletting of the Premises or any portion thereof or the
      assignment of this Lease. Tenant shall submit in writing to Landlord (i) the
      name and legal composition of the proposed subtenant or assignee; (ii) the
      nature of the business proposed to be carried on in the Premises; (iii) the
      terms and provisions of the proposed sublease; (iv) such reasonable financial
      information as Landlord may request concerning the proposed subtenant or
      assignee; and (v) the form of the proposed sublease or assignment. Within ten
      (10) business days after Landlord receives all such information it shall notify
      Tenant whether it approves such assignment or subletting or if it elects to
      proceed under Paragraph 15.8 below.




(b)  The
      parties hereto agree and acknowledge that, among other circumstances for which
      Landlord could reasonably withhold its consent to a sublease or assignment,
      it
      shall be reasonable for Landlord to withhold its consent where (i) Landlord
      reasonably disapproves of the Transferee’s reputation or creditworthiness or the
      character of the business to be conducted by the Transferee at the Premises,
      (ii) the assignment or subletting would increase the burden on the Building
      services or the number of people occupying the Premises, or (iii) Landlord
      otherwise determines that the assignment or sublease would have the effect
      of
      decreasing the value of the Project or increasing the expenses associated with
      operating the Project. In no event may Tenant publicly advertise or offer all
      or
      any portion of the Premises for assignment or sublease at a rental less than
      that then sought by Landlord for comparable space in the Project.




15.3  Excess
      Consideration .
      If
      Landlord consents to the assignment or sublease, Landlord shall be entitled
      to
      receive as additional Rent hereunder 50% of any consideration paid by the
      Transferee for the assignment or sublease and, in the case of a sublease, 50%
      of
      the excess of the rent and other consideration payable by the subtenant over
      the
      amount of Base Rent and Operating Cost Payments payable hereunder applicable
      to
      the subleased space.




15.4  No
      Release of Tenant .
      No
      consent by Landlord to any assignment or subletting by Tenant shall relieve
      Tenant of any obligation to be performed by Tenant under this Lease, whether
      occurring before or after such consent, assignment or subletting, and the
      Transferee shall be jointly and severally liable with Tenant for the payment
      of
      Rent (or that portion applicable to the subleased space in the case of a
      sublease) and for the performance of all other terms and provisions of the
      Lease. The consent by Landlord to any assignment or subletting shall not relieve
      Tenant and any such Transferee from the obligation to obtain Landlord’s express
      written consent to any subsequent assignment or subletting. The acceptance
      of
      rent by Landlord from any other person shall not be deemed to be a waiver by
      Landlord of any provision of this Lease or to be a consent to any assignment,
      subletting or other transfer. Consent to one assignment, subletting or other
      transfer shall not be deemed to constitute consent to any subsequent assignment,
      subletting or other transfer.




15.5  Attorneys’
      Fees .
      Tenant
      shall pay Landlord’s reasonable attorneys’ fees (not to exceed $500.00) incurred
      in connection with reviewing any proposed assignment or sublease.


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15.6  Transfer
      of Ownership Interest .
      If
      Tenant is a business entity, any direct or indirect transfer of 50 percent
      or
      more of the ownership interest of the entity (whether all at one time or over
      the term of the Lease) shall be deemed a Transfer.




15.7  Effectiveness
      of Transfer .
      No
      permitted assignment by Tenant shall be effective until Landlord has received
      a
      counterpart of the assignment and an instrument in which the assignee assumes
      all of Tenant’s obligations under this Lease arising on or after the date of
      assignment. The voluntary, involuntary or other surrender of this Lease by
      Tenant, or a mutual cancellation by Landlord and Tenant, shall not work a
      merger, and any such surrender or cancellation shall, at the option of Landlord,
      either terminate all or any existing subleases or operate as an assignment
      to
      Landlord of any or all of such subleases.




15.8  Landlord’s
      Right to Space .
      Notwithstanding any of the above provisions of this Paragraph 15 to the
      contrary, if Tenant notifies Landlord that it desires to assign this Lease
      or
      sublet all or any part of the Premises, Landlord, in lieu of consenting to
      such
      assignment or sublease, may elect to terminate this Lease (in the case of an
      assignment or a sublease of the entire Premises), or to terminate this Lease
      as
      it relates to the space proposed to be subleased by Tenant (in the case of
      a
      sublease of less than the entire Premises). In such event, this Lease (or
      portion thereof) will terminate on the date the assignment or sublease was
      to be
      effective, and Landlord may lease such space to any party, including the
      prospective Transferee identified by Tenant.




15.9  No
      Net
      Profits Leases .
      Anything contained in the foregoing provisions of this Paragraph 15 to the
      contrary notwithstanding, neither Tenant, nor any other person having an
      interest in the possession, use, occupancy or utilization of the Premises, shall
      enter into any lease, sublease, license, concession or other agreement for
      the
      use, occupancy or utilization of space in the Premises which provides for rental
      or other payment for such use, occupancy or utilization based in whole or in
      part on the net income or profits derived by any person from the premises
      leased, used, occupied or utilized (other than an amount based on a fixed
      percentage or percentages of receipts or sales), and any such purported lease,
      sublease, license, concession or other agreement shall be void and ineffective
      as a conveyance of any right or interest in the possession, use, occupancy
      or
      utilization of any part of the Premises.




16. SUBORDINATION




16.1  Subordination .
      Except
      as provided in the next sentence, or as the Tenant and the mortgagee or trustee
      of any “First Mortgage” (as defined below) may otherwise agree, this Lease, at
      Landlord’s option, shall be subject and subordinate to all ground or underlying
      leases which now exist or may hereafter be executed affecting all or any part
      of
      the Project, and to the lien of any first mortgages or first deeds of trust
      (each a “First Mortgage”) in any amount or amounts whatsoever now or hereafter
      placed on or against the Land or Building, Landlord’s interest or estate
      therein, or any ground or underlying lease, without the necessity of the
      execution and delivery of any further instruments on the part of Tenant to
      effectuate such subordination, If any mortgagee or trustee of a First Mortgage
      or ground lessor shall elect to have this Lease prior to the lien of its First
      Mortgage or ground lease, and shall give written notice thereof to Tenant,
      this
      Lease shall be deemed prior to such First Mortgage or ground lease, whether
      this
      Lease is dated prior to or subsequent to the date of said First Mortgage or
      ground lease or the date of the recording thereof.


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16.2  Junior
      Liens .
      Tenant
      hereby agrees that this Lease shall be superior to the lien of any present
      or
      future mortgages or deeds of trust that are junior to any First
      Mortgage.




16.3  Subordination
      Agreements .
      Tenant
      will execute and deliver upon demand without charge therefor, such further
      instruments evidencing the subordination of this Lease to any First Mortgage
      or
      ground lease, or the subordination of any First Mortgage or ground lease to
      such
      Lease, pursuant to Section 1 6,1, as the case maybe, as may be required by
      Landlord. Tenant’s failure to comply with its obligations under this Paragraph
      16.3 within fifteen (15) days of demand shall constitute an Event of Default
      and
      Landlord shall have the right, in such event, to impose upon Tenant a monetary
      penalty of $1,000.00 for such non-compliance, in addition to all other remedies
      available to Landlord under this Lease and by law. Tenant hereby appoints
      Landlord as Tenant’s attorney-in-fact, irrevocably, to execute and deliver any
      such agreements, instruments, releases or other documents.




16.4  Attornment .
      If this
      Project is transferred to any purchaser pursuant to or in lieu of proceedings
      to
      enforce any mortgage, deed of trust or ground lease (collectively,
“Encumbrance”), and this Lease is either prior to such Encumbrance or the
      mortgagee or trustee of a First Mortgage or ground lessor of the Project elects
      to have this Lease survive such transfer, Tenant shall attorn to such purchaser
      and recognize such purchaser as the landlord under this Lease, and this Lease
      shall continue as a direct lease between such purchaser and Tenant.




17. QUIET
      ENJOYMENT




Landlord
      covenants and agrees with Tenant that upon Tenant paying the Rent and performing
      its other covenants and conditions under this Lease, Tenant shall have the
      quiet
      possession of the Premises for the term of this Lease as against any persons
      or
      entities lawfully claiming by, through or under Landlord, subject, however,
      to
      the terms of this Lease and of any Encumbrance.




18. DEFAULT
      REMEDIES




18.1  Default .
      The
      occurrence of any of the following shall constitute an “Event of Default” by
      Tenant:




(a)  Tenant
      fails to pay Rent when due and such failure continues for five (5) days after
      the same is due;




(b)  Tenant
      fails to deliver any subordination agreement requested by Landlord within the
      period described in Paragraph 16;




(c)  Tenant
      fails to deliver any estoppel certificate requested by Landlord within the
      period described in Paragraph 22;


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(d)  Tenant
      Transfers or attempts to Transfer this Lease without complying with the
      provisions of Paragraph 15;




(e)  Tenant
      fails to observe and perform any other provision of this Lease to be observed
      or
      performed by Tenant, where such failure continues for twenty (20) days after
      written notice thereof by Landlord to Tenant; provided, however, that if the
      nature of the default is such that the same cannot reasonably be cured within
      said twenty (20) day period, Tenant shall not be deemed to be in default if
      Tenant shall within such period commence such cure and thereafter diligently
      prosecute the same to completion;




(f)  Tenant
      abandons the Premises; or




(g)  The
      making by Tenant of any general assignment or general arrangement for the
      benefit of creditors; the filing by or against Tenant of a petition seeking
      relief under any law relating to bankruptcy (unless, in the case of a petition
      filed against Tenant, the same is dismissed within sixty (60) days); the
      appointment of a trustee or receiver to take possession of substantially all
      of
      Tenant’s assets located at the Premises or of Tenant’s interest in this Lease,
      where possession is not restored to Tenant within thirty (30) days; or the
      attachment, execution or other judicial seizure of substantially all of Tenant’s
      assets located at the Premises or of Tenant’s interest in this Lease, where such
      seizure is not discharged within thirty (30) days.




18.2  Remedies .
      Upon
      the occurrence of an Event of Default, Landlord may, at any time thereafter
      exercise the following remedies, which shall be in addition to any other rights
      or remedies now or hereafter available to Landlord at law or in
      equity:




(a)  Maintain
      this Lease in full force and effect and recover Rent as it becomes due, without
      terminating Tenant’s right to possession irrespective of whether Tenant shall
      have abandoned the Premises. In the event Landlord elects not to terminate
      the
      Lease, Landlord shall have the right to attempt to relet the Premises at such
      rent and upon such conditions and for such a term, and to do all acts necessary
      to maintain or preserve the Premises as Landlord deems reasonable and necessary
      without being deemed to have elected to terminate the Lease, including removal
      of all persons and property from the Premises; such property may be removed
      and
      stored in a public warehouse or elsewhere at the cost of and for the account
      of
      Tenant. In the event any such reletting occurs, rents received by Landlord
      from
      such subletting shall be applied (i) first, to the payment of the costs of
      maintaining, preserving, altering and preparing the Premises for subletting
      and
      other costs of subletting, including but not limited to brokers’ commissions,
      attorneys’ fees and expenses of removal of Tenant’s personal property, trade
      fixtures, alterations and leasehold improvements; (ii) second, to the payment
      of
      Rent then due and payable; (iii) third, to the payment of future Rent as the
      same may become due and payable hereunder; and (iv) fourth, the balance, if
      any,
      shall be paid to Tenant upon (but not before) expiration of the term of this
      Lease. If the rents received by Landlord from such subletting, after application
      as provided above, are insufficient in any month to pay the Rent due and payable
      hereunder for such month, Tenant shall pay such deficiency to Landlord monthly
      upon demand. Notwithstanding any such subletting for Tenant’s account without
      termination, Landlord may at any time thereafter, by written notice to Tenant,
      elect to terminate this Lease by virtue of a previous Event of Default. During
      the continuance of an Event of Default, for so long as Landlord does not
      terminate Tenant’s right to possession of the Premises, Landlord shall not
      unreasonably withhold its consent to an assignment of this Lease or a sublease
      of the Premises as set forth in Paragraph 15.2 - “Reasonable
      Consent”.


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(b)  Terminate
      Tenant’s right to possession of the Premises at any time by written notice to
      Tenant, in which case Tenant shall immediately surrender possession of the
      Premises to Landlord. Tenant expressly acknowledges that in the absence of
      such
      written notice from Landlord, no other act of Landlord, including, but not
      limited to, its re-entry into the Premises, its efforts to relet the Premises,
      its reletting of the Premises for Tenant’s account, its storage of Tenant’s
      personal property and trade fixtures, its acceptance of keys to the Premises
      from Tenant or its exercise of any other rights and remedies under this
      Paragraph 18.2, shall constitute an acceptance of Tenant’s surrender of the
      Premises or constitute a termination of this Lease or of Tenant’s right to
      possession of the Premises. If Landlord terminates Tenant’s right to possession
      in writing, Landlord shall be entitled to recover from Tenant all damages as
      provided in California Civil Code Section 1951.2 or any other applicable
      existing or future law, ordinance or regulation providing for recovery of
      damages for such breach, including but not limited to the
      following:




(1)  The
      reasonable cost of recovering the Premises; plus




(2)  The
      reasonable cost of removing Tenant’s alterations, trade fixtures and
      Above-Standard Improvements; plus




(3)  All
      unpaid Rent due or earned hereunder prior to the date of termination, less
      the
      proceeds of any resetting or any rental received from subtenants prior to the
      date of termination applied as provided in subsection (a) above, together with
      interest at the Default Rate, on such sums from the date such Rent is due and
      payable until the date of the award of damages; plus




(4)  The
      amount by which the Rent which would be payable by Tenant hereunder, including
      Operating Cost Payments as reasonably estimated by Landlord, from the date
      of
      termination until the date of the award of damages exceeds the amount of such
      rental loss Tenant proves could have been reasonably avoided, together with
      interest at the Default Rate on such sums from the date such Rent is due and
      payable until the date of the award of damages; plus




(5)  The
      amount by which the Rent which would be payable by Tenant hereunder, including
      Operating Cost Payments, as reasonably estimated by Landlord, for the remainder
      of the then term, after the date of the award of damages exceeds the amount
      of
      such rental loss as Tenant proves could have been reasonably avoided, discounted
      at the discount rate published by the Federal Reserve Bank of San Francisco
      for
      member banks at the time of the award plus one percent (1%); plus




(6)  Such
      other amounts in addition to or in lieu of the foregoing as may be permitted
      from time to time by applicable law.


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(c)  During
      the continuance of an Event of Default, Landlord may enter the Premises without
      terminating this Lease and remove all Tenant’s personal property, and trade
      fixtures from the Premises. If Landlord removes such property from the Premises
      and stores it at Tenant’s risk and expense, and if Tenant fails to pay the cost
      of such removal and storage after written demand therefor and/or to pay any
      Rent
      then due, after the property has been stored for a period of thirty (30) days
      or
      more Landlord may sell such property at public or private sale, in the manner
      and at such times and places as Landlord in its sole discretion deems
      commercially reasonable following reasonable notice to Tenant of the time and
      place of such sale. The proceeds of any such sale shall be applied first to
      the
      payment of the expenses for removal and storage of the property, preparation
      for
      and conducting such sale, and attorneys’ fees and other legal expenses incurred
      by Landlord in connection therewith, and the balance shall be applied as
      provided in subsection (a) above.




Tenant
      hereby waives all claims for damages that may be caused by Landlord’s reentering
      and taking possession of the Premises or removing and storing Tenant’s personal
      property pursuant to this Paragraph, and Tenant shall hold Landlord harmless
      from and against any loss, cost or damage resulting from any such act. No
      reentry by Landlord shall constitute or be construed as a forcible entry by
      Landlord.




(d)  Landlord
      may cure the Event of Default at Tenant’s expense. If Landlord pays any sum or
      incurs any expense in curing the Event of Default, Tenant shall reimburse
      Landlord upon demand for the amount of such payment or expense with interest
      at
      the Default Rate from the date the sum is paid or the expense is incurred until
      Landlord is reimbursed by Tenant.




18.3  Late
      Charges .
      Tenant
      hereby acknowledges that late payment by Tenant to Landlord of Rent will cause
      Landlord to incur costs not contemplated by this Lease, the exact amount of
      which will be extremely difficult to ascertain. Such costs include, but are
      not
      limited to, processing and accounting charges. Accordingly, if any installment
      of Base Rent or Operating Costs Payments is not received by Landlord or
      Landlord’s designee within five (5) days of the date such amount shall be due,
      or if any installment of other Rent is not received by Landlord or Landlord’s
      designee on or before the date such amount shall be due, Tenant shall pay to
      Landlord a late charge equal to ten percent (10%) of such overdue amount. The
      parties hereby agree that such late charge represents a fair and reasonable
      estimate of the costs Landlord will incur by reason of late payment by Tenant.
      Acceptance of such late charge by Landlord shall in no event constitute a waiver
      of Tenant’s default with respect to such overdue amount nor prevent Landlord
      from exercising any of the other rights and remedies granted
      hereunder.




18.4  Interest .
      In
      addition to the late charges referred to above which are intended to defray
      Landlord’s costs resulting from late payments, any late payment of Rent shall,
      at Landlord’s option, bear interest from the due date of any such payment to the
      date the same is paid at the Default Rate, provided, however, that if Landlord
      imposes a late charge on any overdue payment, such overdue payment shall not
      begin to bear interest under this Paragraph 18.4 until thirty (30) days after
      the due date thereof.


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18.5  Default
      by Landlord .
      Landlord shall not be in default unless Landlord fails to perform obligations
      required of Landlord within a reasonable time, but in no event later than thirty
      (30) days after written notice by Tenant to Landlord and to any mortgagee,
      trustee or ground lessor of the Project (each a “Holder”) whose name and address
      shall have theretofore been furnished to Tenant in writing, specifying that
      Landlord has failed to perform such obligations; provided, however, that if
      the
      nature of Landlord’s obligation is such that more than thirty (30) days are
      required for performance, then Landlord shall not be in default if Landlord
      commences performance within such thirty (30) day period and thereafter
      diligently prosecutes the same to completion.




19. PARKING




Tenant
      and Tenant’s employees, invitees and customers shall have the right to use the
      parking areas of the Building subject to such regulations and charges as
      Landlord shall adopt from time to time, and subject to the right of Landlord
      to
      restrict the use by Tenant and Tenant’s Representatives when in the sole
      judgment of Landlord such use is excessive for the parking area in relationship
      to the reasonable use required by other Tenants. If Landlord becomes obligated
      under applicable laws or regulations or any other directive of any governmental
      or quasi-governmental authority to pay or assess fees or charges for parking
      in
      the Building’s parking area, Tenant shall pay such amounts to Landlord as
      additional Rent.




20. RELOCATION
      OF PREMISES




20.1  Conditions .
      For the
      purpose of maintaining an economical and proper distribution of Tenants
      throughout Bishop Ranch acceptable to Landlord, Landlord shall have the right
      from time to time during the term of this Lease to relocate the Premises within
      another Class A, five-story building in Bishop Ranch, subject to the following
      terms and conditions;




(a)  The
      rented and usable areas of the new Premises must be of equal size to the
      existing Premises (subject to a variation of up to ten percent (10%) provided
      the amount of Base Rent payable under this Lease is not increased);




(b)  Landlord
      shall pay the cost of providing tenant improvements in the new Premises
      comparable to the tenant improvements in the existing Premises;




(c)  Landlord
      shall pay the expenses reasonably incurred by Tenant in connection with such
      substitution of Premises, including but not limited to costs of moving, door
      lettering, telephone and telephone cabling relocation and reasonable quantities
      of new stationery;




20.2  Notice .
      Landlord shall deliver to Tenant written notice of Landlord’s election to
      relocate the Premises, specifying the new location and the amount of rent
      payable therefore at least sixty (60) days prior to the date the relocation
      is
      to be effective. If the relocation of the Premises is not acceptable to Tenant,
      Tenant for a period of ten (10) days after receipt of Landlord’s notice to
      relocate shall have the right (by delivering written notice to Landlord) to
      terminate this Lease. If Tenant so notifies Landlord, Landlord at its option
      may
      withdraw its relocation notice, in which event this Lease shall continue and
      Tenant shell not be relocated, or accept Tenant’s termination notice, in which
      event this Lease shall terminate effective as of the date the relocation was
      to
      be effective,


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21. MORTGAGEE
      PROTECTION.




Tenant
      agrees to give any Holder, by registered mail, a copy of any notice of default
      served upon the Landlord, provided that prior to such notice Tenant has been
      notified in writing (by way of notice of assignment of rents and leases, or
      otherwise) of the address of such Holder. If Landlord shall have failed to
      cure
      such default within the time period set forth in Paragraph 18.5 the Holder
      shall
      have an additional thirty (30) days within which to cure such default or if
      such
      default cannot be cured within that time, then such additional time as may
      be
      necessary to cure such default (including the time necessary to foreclose or
      otherwise terminate its Encumbrance, if necessary to effect such cure), and
      this
      Lease shall not be terminated so long as such remedies are being diligently
      pursued.




22. ESTOPPEL
      CERTIFICATES.




(a)  Upon
      thirty (30) days’ notice from Landlord, Tenant shall execute and deliver to
      Landlord, in form provided by or satisfactory to Landlord, a certificate stating
      that this Lease is in full force and effect, describing any amendments or
      modifications hereto, acknowledging that this Lease is subordinate or prior,
      as
      the case may be, to any Encumbrance and stating any other information Landlord
      may reasonably request, including the term of this Lease, the monthly Base
      Rent,
      the estimated Operating Cost Payments, the date to which Rent has been paid,
      the
      amount of any security deposit or prepaid Rent, whether either party hereto
      is
      in default under the terms of the Lease, whether Landlord has completed its
      construction obligations hereunder and any other information reasonably
      requested by Landlord. Any person or entity purchasing, acquiring an interest
      in
      or extending financing with respect to the Project shall be entitled to rely
      upon any such certificate. Tenant shall be liable to Landlord for any reasonable
      damages incurred by Landlord including any profits or other benefits from any
      financing of the Project or any interest therein which are lost or made
      unavailable as a result, directly or indirectly, of Tenant’s failure or refusal
      to timely execute or deliver such estoppel certificates.




(b)  Tenant’s
      failure to deliver such statement within such time shall be conclusive upon
      Tenant:




(1)  That
      this
      Lease is in full force and effect, without modification except as may be
      represented by Landlord;




(2)  That
      there are no uncured defaults in Landlord’s performance; and




(3)  That
      not
      more than one month’s Rent has been paid in advance; and




(4)  That
      Landlord has completed its construction obligations.


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(c)  If
      Landlord desires to finance or refinance the Building, or any part thereof,
      Tenant hereby agrees to deliver to any lender designated by Landlord such
      financial statements of Tenant as may be reasonably required by such lender.
      Such statements shall include the past three years’ financial statements of
      Tenant. All such financial statements shall be received by Landlord in
      confidence and shall be used only for the purposes herein set
      forth.




23.  SURRENDER,
      HOLDING OVER




23.1  Surrender .
      Upon
      the expiration or termination of this Lease, Tenant shall surrender the Premises
      to Landlord in its original condition, except for reasonable wear and tear
      and
      damage from casualty or condemnation; provided, however, that prior to the
      expiration or termination of this Lease Tenant shall remove from the Premises
      all Tenant’s personal property, trade fixtures, alterations and other
      Above-Standard Improvements that Tenant has the right or is required by Landlord
      to remove under the provisions of this Lease. Tenant shall also be responsible
      for removal of all telephone cables and wires, CRT, data and telephone
      equipment, and any other form of cabling that exists in Tenant’s space. If any
      of such removal is not completed at the expiration or termination of this Lease,
      Landlord may remove the same at Tenant’s expense. Any damage to the Premises or
      the Building caused by such removal shall be repaired promptly by Tenant or,
      if
      Tenant fails to do so, Landlord may do so at Tenant’s expense, in which event
      Tenant shall immediately reimburse Landlord for such expenses together with
      interest at the Default rate until so paid. Tenant’s obligations under this
      Paragraph shall survive the expiration or termination of this Lease. Upon
      expiration or termination of this Lease or of Tenant’s possession, Tenant shall
      surrender all keys to the Premises or any other part of the Building and shall
      make known to Landlord the combination of locks on all safes, cabinets and
      vaults that may be located in the Premises.




23.2  Holding
      Over .
      If
      Tenant remains in possession of the Premises after the expiration or termination
      of this Lease, Tenant’s continued possession shall be on the basis of a tenancy
      at the sufferance of Landlord, and Tenant shall continue to comply with or
      perform all the terms and obligations of the Tenant under this Lease, except
      that the Base Rent during Tenant’s holding over shall be one hundred fifty
      percent (150%) of the monthly Base Rent payable in the last month prior to
      the
      termination or expiration hereof.




24.  HAZARDOUS
      MATERIALS




Tenant
      shall not (either with or without negligence) cause or permit the escape,
      disposal or release of any biologically or chemically active or other hazardous
      substances or materials. Tenant shall not allow the storage or use of such
      substances or materials in any manner not sanctioned by law or by the highest
      standards prevailing in the industry for the storage and use of such substances
      or materials, nor allow to be brought into the Project any such materials or
      substances except to use in the ordinary course of Tenant’s business, and then
      only after written notice is given to Landlord of the identity of such
      substances or materials. Without limitation, hazardous substances and materials
      shall include those described in the Comprehensive Environmental Response
      Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601
      et
      seq., any applicable state or local laws and the regulations adopted under
      these
      acts. If any lender or governmental agency shall ever require testing to
      ascertain whether or not there has been any release of hazardous materials,
      then
      Tenant shall promptly notify Landlord of the same, and the reasonable costs
      thereof shall be reimbursed by Tenant to Landlord upon demand as additional
      charges if such requirement applies to the Premises. Landlord shall have the
      right, but not the obligation, to enter the Premises at any reasonable time
      to
      perform any required testing, to confirm Tenant’s compliance with the provisions
      of this Paragraph, and to perform Tenant’s obligations under this Paragraph if
      Tenant has failed to do so. In addition, Tenant shall execute affidavits,
      representations and the like from time to time at Landlord’s request concerning
      Tenant’s best knowledge and belief regarding the presence of hazardous
      substances or materials on the Premises. In all events, Tenant shall indemnify
      Landlord in the manner elsewhere provided in this Lease from any release of
      hazardous materials on the Premises occurring while Tenant is in possession,
      or
      elsewhere if caused by Tenant or persons acting under Tenant. The within
      covenants shall survive the expiration or earlier termination of the lease
      term.




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25.  MISCELLANEOUS




25.1  Attornment .
      Upon
      any transfer by Landlord of Landlord’s interest in the Premises or the Building
      (other than a transfer for security purposes only), Tenant agrees to attorn
      to
      any transferee or assignee of Landlord,




25.2  Captions:
      Attachments: Defined Terms




(a)  The
      captions of the paragraphs of this Lease are for convenience only and shall
      not
      be deemed to be relevant in resolving any question of interpretation or
      construction of any paragraph of this Lease. The provisions of this Lease shall
      be construed in accordance with the fair meaning of the language used and shall
      not be strictly construed against either party. When required by the contents
      of
      this Lease, the singular includes the plural. Wherever the term “including’ is
      used in this Lease, it shall be interpreted as meaning “including, but not
      limited to,” the matter or matters thereafter enumerated.




(b)  Exhibits
      attached hereto, and addenda and schedules initialed by the parties, are deemed
      to constitute part of this Lease and are incorporated herein.




(c)  The
      words
“Landlord” and “Tenant” as used herein, shall include the plural as well as the
      singular. Words used in neuter gender include the masculine and feminine and
      words in the masculine or feminine gender include the neuter. The obligations
      of
      this Lease as to a Tenant which consists of husband and wife shall extend
      individually to their sole and separate property as well as community
      property.




25.3  Entire
      Agreement .
      This
      Lease along with any exhibits and attachments hereto constitutes the entire
      agreement between Landlord and Tenant relative to the Premises, and this Lease
      and the exhibits and attachments may be altered, amended or revoked only by
      instrument in writing signed by both Landlord and Tenant. Landlord and Tenant
      agree hereby that all prior or contemporaneous oral agreements between and
      among
      themselves and their agents or representatives relative to the leasing of the
      Premises are merged in or revoked by this Lease.


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25.4  Severability .
      If any
      term or provision of this Lease shall, to any extent, be determined by a court
      of competent jurisdiction to be invalid or unenforceable, the remainder of
      this
      Lease shall not be affected thereby, and each term and provision of this Lease
      shall be valid and be enforceable to the fullest extent permitted by
      law.




25.5  Costs
      of Suit




(a)  If
      Tenant
      or Landlord brings any action for the enforcement or interpretation of this
      Lease, including any suit by Landlord for the recovery of Rent or possession
      of
      the Premises, the losing party shall pay to the prevailing party a reasonable
      sum for attorneys’ fees. The “prevailing party” will be determined by the court
      before whom the action was brought based upon an assessment of which party’s
      major arguments or positions taken in the suit or proceeding could fairly be
      said to have prevailed over the other party’s major arguments or positions on
      major disputed issues in the court’s decision.




(b)  Should
      Landlord, without fault on Landlord’s part, be made a party to any litigation
      instituted by Tenant or by any third party against Tenant, or by or against
      any
      person holding under or using the Premises by license of Tenant, or for the
      foreclosure of any lien for labor or material furnished to or for Tenant or
      any
      such other person or otherwise arising out of or resulting from any act or
      transaction of Tenant or of any such other person, Tenant covenants to save
      and
      hold Landlord harmless from any judgment rendered against Landlord or the
      Premises or any part thereof, and all costs and expenses, including reasonable
      attorneys’ fees, incurred by Landlord in or in connection with such
      litigation.




25.6  Time:
      Joint and Several Liability .
      Time is
      of the essence of this Lease and each and every provision hereof, except as
      to
      the conditions relating to the delivery of possession of the Premises to Tenant.
      All the terms, covenants and conditions contained in this Lease to he performed
      by either party, if such party shall consist of more than one person or
      organization, shall be deemed to be joint and several, and all rights and
      remedies of the parties shall be cumulative and nonexclusive of any other remedy
      at law or in equity.




25.7  Binding
      Effect: Choice of Law .
      The
      parties hereto agree that all provisions hereof are to be construed as both
      covenants and conditions as though the words imparting such covenants and
      conditions were used in each separate paragraph hereof. Subject to any
      provisions hereof restricting assignment or subletting by Tenant, all of the
      provisions hereof shall bind and inure to the benefit of the parties hereto
      and
      their respective heirs, legal representatives, successors and assigns. This
      Lease shall be governed by the laws of the State of California.




25.8  Waiver .
      No
      covenant, term or condition or the breach thereof shall be deemed waived, except
      by written consent of the party against whom the waiver is claimed, and any
      waiver or breach of any covenant, term or condition shall not be deemed to
      be a
      waiver of any preceding or succeeding breach of the same or any other covenant,
      term or condition. Acceptance by Landlord of any performance by Tenant after
      the
      time the same shall have become due shall not constitute a waiver by Landlord
      of
      the breach or default of any covenant, term or condition unless otherwise
      expressly agreed to by Landlord in writing.




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25.9  Force
      Majeure .
      In the
      event Landlord is delayed, interrupted or prevented from performing any of
      its
      obligations under this Lease, including its obligations under the Work Letter,
      and such delay, interruption or prevention is due to fire, act of God,
      governmental act, strike, labor dispute, unavailability of materials or any
      other cause outside the reasonable control of Landlord, then the time for
      performance of the affected obligations of Landlord shall be extended for a
      period equivalent to the period of such delay, interruption or prevention.
      Each
      day of delay under this Subsection shall result in one (1) Scheduled
      Commencement Adjustment Day.




25.10  Landlord’s
      Liability .
      The
      term “Landlord”, as used in this Lease, shall mean only the owner or owners of
      the Project at the time in question. Notwithstanding any other term or provision
      of this Lease, the liability of Landlord for its obligations under this Lease
      is
      limited solely to Landlord’s interest in the Project as the same may from time
      to time be encumbered, and no personal liability shall at any time be asserted
      or enforceable against any other assets of Landlord or against Landlord’s
      stockholders, directors, officers or partners on account of any of Landlord’s
      obligations or actions under this Lease, In addition, in the event of any
      conveyance of title to the Building or the Project, then from and after the
      date
      of such conveyance, Landlord shall be relieved of all liability with respect
      to
      Landlord’s obligations to be performed under this Lease after the date of such
      conveyance. Upon any conveyance of title to the Building or the Project, the
      grantee or transferee, by accepting such conveyance, shall be deemed to have
      assumed Landlord’s obligations to be performed under this Lease from and after
      the date of transfer subject to the limitations on liability set forth above
      in
      this Paragraph 25.10. In no event will Landlord be liable under this Lease
      for
      consequential or indirect damages or loss of profits.




25.11  Consents
      and Approvals .
      Wherever the consent, approval, judgment or determination of Landlord is
      required or permitted under this Lease, Landlord may exercise its good faith
      business judgment in granting or withholding such consent or approval or in
      making such judgment or determination without reference to any extrinsic
      standard of reasonableness, unless the provision providing for such consent,
      approval, judgment or determination specifies that Landlord’s consent or
      approval is not to be unreasonably withheld, or that such judgment or
      determination is to be reasonable, or otherwise specifies the standards under
      which Landlord may withhold its consent. If it is determined that Landlord
      failed to give its consent where it was required to do so under this Lease,
      Tenant shall be entitled to specific performance but not to monetary damages
      for
      such failure, unless Landlord withheld its consent maliciously and in bad
      faith.




The
      review and/or approval by Landlord of any item to be reviewed or approved by
      Landlord under the terms of this Lease or any Exhibits hereto shall not impose
      upon Landlord any liability for accuracy or sufficiency of any such item or
      the
      quality or suitability of such item for its intended use. Any such review or
      approval is for the sole purpose of protecting Landlord’s interest in the
      Project under this Lease, and no third parties, including Tenant or Tenant’s
      Representatives or any person or entity claiming by, through or under Tenant,
      shall have any rights hereunder.


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25.12  Signs .
      Tenant
      shall not place or permit to be placed in or upon the Premises where visible
      from outside the Premises or any part of the Building, any signs, notices,
      drapes, shutters, blinds or displays of any type without the prior consent
      of
      Landlord. Landlord shall include Tenant in the Building directories located
      in
      the Building. Landlord reserves the right in Landlord’s sole discretion to place
      and locate on the roof, exterior of the Building, and in any area of the
      Building not leased to Tenant such signs, notices, displays and similar items
      as
      Landlord deems appropriate in the proper operation of the Building.




25.13  Rules
      and Regulations .
      Tenant
      and Tenant’s Representatives shall observe and comply fully and faithfully with
      all reasonable and nondiscriminatory rules and regulations adopted by Landlord
      for the care, protection, cleanliness and operation of the Building and its
      tenants including those annexed to this Lease as Exhibit D and any modification
      or addition thereto adopted by Landlord, provided Landlord shall give written
      notice thereof to Tenant. Landlord shall not be responsible to Tenant for the
      nonperformance by any other tenant or occupant of the Building of any of said
      rules and regulations.




25.14  Notices .
      All
      notices or demands of any kind required or desired to be given by Landlord
      or
      Tenant hereunder shall be in writing and shall be personally delivered, sent
      in
      the United States mail, certified or registered, postage prepaid, or sent by
      private messenger, addressed to the Landlord or Tenant respectively at the
      addresses set forth below:




**Landlord:**
              
              **ALEXANDER
                PROPERTIES COMPANY**
              **One
                Annabel Lane**
              **Suite
                201**
              **San
                Ramon, CA 94583**
            **Tenant:**
              
              **Mr.
                Dave Brunton**
              **SBE,
                INC.**
              **4000
                Executive Parkway, Suite 200**
              **San
                Ramon, CA 94583**




or
      such
      other address as shall be established by notice to the other pursuant to this
      paragraph. Notices personally delivered or delivered by private messenger shall
      be deemed delivered when received at the address for such party designated
      pursuant to this paragraph. Notices sent by mail shall be deemed delivered
      on
      the earlier of the third business day following deposit thereof with the United
      States Postal Service or the delivery date shown on the return receipt prepared
      in connection therewith. Notwithstanding the foregoing, Landlord shall have
      the
      right, upon notice to Tenant thereof, to eliminate personal delivery as an
      effective means of notice hereunder.




25.15  Authority .
      If
      Tenant is a corporation or a partnership, each individual executing this Lease
      on behalf of Tenant represents and warrants that Tenant is a duly organized
      and
      validly existing entity, the persons signing on behalf of Tenant, are duly
      authorized to execute and deliver this Lease on behalf of Tenant and this Lease
      is binding upon Tenant in accordance with its terms. If Tenant is a corporation,
      Tenant shall, within thirty (30) days after execution of this Lease, deliver
      to
      Landlord a certified copy of a resolution of the board of directors of said
      corporation authorizing or ratifying the execution of this Lease.




25.16  Lease
      Guaranty .
      INTENTIONALLY DELETED.


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25.17  Brokers .
      Tenant
      warrants and represents to Landlord that in the negotiating or making of this
      Lease neither Tenant nor anyone acting on its behalf has dealt with any real
      estate broker or finder who might be entitled to a fee or commission for this
      Lease other than Jeff Well of Colliers International, whose commission is to
      be
      paid by Tenant. Tenant agrees to indemnify and hold Landlord harmless from
      any
      claim or claims, including costs, expenses and attorney’s fees incurred by
      Landlord asserted by any other broker or finder for a fee or commission based
      upon any dealings with or statements made by Tenant or its agents, employees
      or
      representatives.




25.18  Reserved
      Rights .
      Landlord retains and shall have the rights set forth below, exercisable without
      notice and without liability to Tenant for damage or injury to property, person
      or business and without effecting an eviction, constructive or actual, or
      disturbance of Tenant’s use or possession of the Premises or giving rise to any
      claim for set-off or abatement of Rent, to reduce, increase, enclose or
      otherwise change at any time and from time to time the size, number, location,
      layout and nature of the common areas and facilities and other tenancies and
      premises in the Project and to create additional rentable areas through use
      or
      enclosure of common areas.




25.19  Right
      of First Refusal .
      Landlord hereby grants Tenant with a Right of First Refusal to lease any space
      on the Second Floor of Building that Tenant does not initially lease (the “Right
      of First Refusal Premises”). In order for Tenant to exercise its Right of First
      Refusal, Tenant agrees that, within five (5) business days from Tenant’s receipt
      of Landlord’s written notice of Landlord’s intent to lease said Right of First
      Refusal Premises to another party, Tenant shall notify Landlord whether it
      will
      or will not exercise said Right of First Refusal. In the event Tenant exercises
      its Right of First Refusal, the terms and conditions applicable to the Right
      of
      First Refusal Premises shall be the same as in the proposed lease with another
      party for the Right of Refusal Premises and Tenant and Landlord shall, within
      fifteen (15) days from the date of Tenant’s notice, execute a Lease Addendum
      which shall incorporate the terms and conditions of the Right of Refusal
      Premises into this Lease..




If
      Tenant
      does not notify Landlord within the aforementioned time frame of its intent
      to
      exercise its Right of First Refusal, Tenant shall be deemed to have waived
      its
      Right of First Refusal and Landlord shall be free to lease the space to another
      party.




25.20  Option
      to Extend .
      Subject
      to the provisions of this Subsection 25.20, Landlord hereby grants Tenant one
      (1) Option to Extend the Term of this Lease for a period of five (5) years.
      Tenant’s notice of its election to exercise the Option to Extend must be given
      to Landlord in writing no sooner than twelve (12) months and no later than
      ten
      (10) months prior to the expiration date of the Term.




(a)  Rent .
      Base
      Rent for the Option period shall be set at Fair Market Value, but not less
      than
      $26.00 per rentable square foot. Fair Market Value is described in (b)
      below.


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(b)  Fair
      Market Value .
      The
      Term “Fair Market Value” used in this Lease shall mean the annual rental rate
      being charged in the general area of the buildings in San Ramon, Pleasanton
      and
      Dublin for space in like size buildings and comparable to the space for which
      Fair Market Value is to be determined, taking into consideration use, location
      and floor level within the applicable building, the location, size of tenancy,
      quality and age of the building, the definition of rentable area or net rentable
      area, as the case may be, rental concessions for renewal tenants, the date
      the
      particular rate under consideration became effective, the term of the lease
      under consideration, the extent of services provided thereunder, applicable
      distinctions between “gross” leases and “net” leases, expense stop figures for
      escalation purposes, and other adjustments to base rental, with respect to
      which
      such rental rates are computed for renewal tenants.




(c)  Within
      thirty (30) days following Tenant’s notice to Landlord to extend the term of
      this Lease, Landlord shall notify Tenant of the proposed Fair Market Value.
      Tenant shall have thirty (30) days following receipt of Landlord’s notice in
      which to:




(1)  accept
      such determination; or




(2)  elect
      to
      have such determination made by arbitration as described below; or




(3)  withdraw
      its notice of exercise of Option to Extend.




If
      Tenant
      fails to notify Landlord of its election within said thirty (30) day period,
      Tenant shall be deemed conclusively to have withdrawn its notice of exercise
      of
      Option to Extend the Lease and the Lease shall terminate on the Term Expiration
      Date as if such notice was never given. If Tenant elects to have such
      determination made by arbitration, then:




(i)  Within
      ten (10) days after Landlord receives Tenant’s notice of its election to have
      such determination made by arbitration, Landlord and Tenant shall each appoint
      and employ, at its cost, a real estate appraiser (who shall be licensed in
      the
      state where the Premises are located and be a member of the American Institute
      of Real Estate Appraisers (MAI) with at least ten (10) years of full time
      commercial appraisal and real estate marketing experience in the immediate
      area
      where the Premises are located) to appraise and establish the pair Market
      Value.




(ii)  The
      two
      appraisers, thus appointed, shall meet promptly and attempt to agree upon and
      designate a third appraiser meeting the qualifications set forth above within
      ten (10) days after the date of appointment of the last of the two
      appraisers.




(iii)  If
      the
      two appraisers are unable to agree on the third appraiser, either of the
      parties, after giving five (5) days’ notice to the other, shall request the
      American Arbitration Association in the county in which the Premises are located
      to appoint such independent third appraiser who shall be of similar affiliation
      or background of the appraisers aforementioned. Each of the parties shall bear
      one-half of the cost of the appointment of the third appraiser and of the third
      appraiser’s fee.


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(iv)  Within
      thirty (30) days after the selection of the third appraiser, a majority of
      the
      appraisers shall agree upon the Fair Market Value. If a majority of the
      appraisers are unable to agree within the stipulated time, then each appraiser
      shall render his/her separate appraisal within such time, and the three
      appraisals shall be averaged in order to establish such rate; provided, however,
      if the low appraisal and/or the high appraisal are more than ten (10%) percent
      lower and/or higher than the middle appraisal, the low appraisal and/or high
      appraisal shall he disregarded. If only one appraisal is disregarded, the
      remaining two appraisals shall be averaged in order to establish such Fair
      Market Value. If both the low appraisal and the high appraisal are disregarded,
      the middle appraisal shall establish the Fair Market Value. After the Fair
      Market Value has been established, the appraisers shall immediately notify
      the
      parties in writing.




(d)  Notice .
      In the
      event Tenant does not provide Landlord with written notice of its intent to
      exercise this Option to Extend within the aforementioned time frame, Tenant
      shall be deemed to have waived its Option to Extend.




(e)  Option
      is Personal .
      Except
      as permitted in Section 15 of this Lease, the Option to Extend is Personal
      to
      the Tenant executing this Lease and is otherwise not assignable or transferable,
      except to an affiliate of Tenant.


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Landlord
      and Tenant have executed this Lease on the date and year set forth at the
      beginning of this Lease,


Landlord:
                
                ALEXANDER
                  PROPERTIES COMPANY, a
                California
                  partnership
              
              Tenant:
                
                SBE,
                  INC.By:
              
              
              By:Title:
              
              
              Title:By:
              
              
              By:Title:
              
              
              Title:










[Map
      of
      property]









**EXHIBIT
      B**




**WORK
      LETTER**




**INTENTIONALLY
      DELETED**









**EXHIBIT
      C**




**SPACE
      PLAN**




**TO
      BE PROVIDED**









**EXHIBIT
      D**




**RULES
      AND REGULATIONS**




1.  No
      sign,
      placard, picture, advertisement, name or notice shall be inscribed, displayed,
      printed, affixed or otherwise displayed by Tenant on or to any part of the
      outside or inside of the Building or the Premises without the prior written
      consent of Landlord and Landlord shall have the right to remove any such sign,
      placard, picture, advertisement, name or notice without notice to and at the
      expense of Tenant. All approved signs or lettering on doors shall be printed,
      painted, affixed or inscribed at the expense of Tenant by a person approved
      by
      Landlord. Tenant shall not place anything or allow anything to be placed near
      the glass of any window, door, partition or wall which may appear unsightly
      from
      outside the Premises; provided, however that Tenant may request Landlord to
      furnish and install a building standard window covering at all exterior windows
      at Tenant’s cost. Tenant shall not install any radio or television antenna, loud
      speaker, or other device on or about the roof area or exterior walls of the
      Building.




2.  The
      sidewalks, halls, passages, exits, entrances, elevators and stairways shall
      not
      be obstructed by Tenant or used by it for any purpose other than for ingress
      to
      and egress from the Premises. The halls, passages, exits, entrances, elevators,
      stairways, balconies and roof are not for the use of the general public and
      Landlord shall in all cases retain the right to control and prevent access
      thereto by all persons whose presence in the judgment of the Landlord shall
      be
      prejudicial to the safety, character, reputation and interests of the Building
      and its tenants, provided that nothing herein contained shall be construed
      to
      prevent such access to the common areas by persons with whom Tenant normally
      deals in the ordinary course of its business unless such persons are engaged
      in
      illegal activities. In no event may Tenant go upon the roof of the
      Building.




3.  Landlord
      will furnish Tenant with 50 keys to the Premises, free of charge. Additional
      keys shall be obtained only from Landlord and Landlord may make a reasonable
      charge for such additional keys. No additional locking devices shall be
      installed in the Premises by Tenant, nor shall any locking devices be changed
      or
      altered in any respect without the prior written consent of Landlord. All locks
      installed in the Premises excluding Tenant’s vaults and safes, or special
      security areas (which shall be designated by Tenant in a written notice to
      Landlord), shall be keyed to the Building master key system. Landlord may make
      reasonable charge for any additional lock or any bolt (including labor)
      installed on any door of the Premises. Tenant, upon the termination of its
      tenancy, shall deliver to Landlord all keys to doors in the
      Premises.




4.  The
      toilet rooms, urinals, wash bowls and other apparatus shall not be used for
      any
      purpose other than that for which they were constructed and no foreign substance
      of any kind whatsoever shall be deposited therein and Tenant shall bear the
      expense of any breakage, stoppage or damage resulting from its violation of
      this
      rule.




5.  Tenant
      shall not overload the floor of the Premises or mark, drive nails, screw or
      drill into the partitions, woodwork or plaster or in any way deface the Premises
      or any part thereof. No boring, cutting or stringing of wires or laying of
      linoleum or other similar floor coverings or installation of wallpaper or paint
      shall be permitted except with the prior written consent of the Landlord and
      as
      the Landlord may direct.









6.  Tenant
      may use the freight elevators in accordance with such reasonable scheduling
      as
      Landlord shall deem appropriate. Tenant shall schedule with Landlord, by written
      notice given no less than forty-eight (48) hours in advance, its move into
      or
      out of the Building which moving shall occur after 5:30 p.m. or on weekend
      days
      if required by Landlord; and Tenant shall reimburse Landlord upon demand for
      any
      additional security or other charges incurred by Landlord as a consequence
      of
      such moving. The persons employed by Tenant to move equipment or other items
      in
      or out of the Building must be acceptable to Landlord. The floors, corners
      and
      walls of elevators and corridors used for moving of equipment or other items
      in
      or out of the Project must be adequately covered, padded and protected and,
      Landlord may provide such padding and protection at Tenant’s expense if Landlord
      determines that such measures undertaken by Tenant or Tenant’s movers are
      inadequate. Landlord shall have the right to prescribe the weight, size and
      position of all safes and other heavy equipment or furnishings brought into
      the
      Building and also the times and manner of moving the same in or out of the
      Building. Safes or other heavy objects shall, if considered necessary by
      Landlord, stand on wood strips of such thickness as is necessary to properly
      distribute the weight. Landlord will not be responsible for loss of or damage
      to
      any such safe or property from any cause and all damage done to the Building
      by
      moving or maintaining any such safe or other property shall be repaired at
      the
      expense of Tenant. There shall not be used in any space, or in the public halls
      of the Building, either by any Tenant or others, any hand trucks except those
      equipped with rubber tires and side guards.




7.  Tenant
      shall not employ any person or persons other than the janitor of Landlord for
      the purpose of cleaning the Premises unless otherwise agreed to by Landlord
      in
      writing. Except with the written consent of Landlord, no person or persons
      other
      than those approved by Landlord shall be permitted to enter the Building for
      the
      purpose of cleaning the same. Tenant shall not cause any unnecessary labor
      by
      reason of Tenant’s carelessness or indifference in the preservation of good
      order and cleanliness. Landlord shall in no way be responsible to any Tenant
      for
      any loss of property on the Premises, however occurring, or for any damage
      done
      to the effects of Tenant by the janitor or any other employee or any other
      person. Janitor service will not be furnished on nights when rooms are occupied
      after 9:30 p.m. Window cleaning shall be done only by Landlord.




8.  Tenant
      shall not use or keep in the Premises or the Building any kerosene, gasoline
      or
      flammable, combustible or noxious fluid or material, or use any method of
      heating or air conditioning other than that supplied by Landlord. Tenant shall
      not use, keep or permit or suffer the Premises to be occupied or used in a
      manner offensive or objectionable to the Landlord or other occupants of the
      Building by reason of noise, odors and/or vibrations, or interfere in any way
      with other tenants or those having business therein, nor shall any animals
      or
      birds be brought in or kept in or about the Premises or the Building. Tenant
      shall not make or permit to be made any unseemly or disturbing noises or disturb
      or interfere with occupants of this or neighboring Buildings or premises or
      those having business with them whether by the use of any musical instrument,
      radio, phonograph, unusual noise, or in any other way.









9.  The
      Premises shall not be used for the storage of merchandise except as such storage
      may be incidental to the use of the Premises for general office purposes. Tenant
      shall not occupy or permit any portion of the Premises to be occupied for the
      manufacture or sale of liquor, narcotics, or tobacco in any form. The Premises
      shall not be used for lodging or sleeping or for any illegal purposes. No
      cooking shall be done or permitted by Tenant on the Premises, except that use
      by
      Tenant of Underwriters’ Laboratory approved portable equipment for brewing
      coffee, tea and similar beverages and of microwave ovens approved by Landlord
      shall be permitted provided that such use is in accordance with all applicable
      federal, state and local laws, codes, ordinances, rules and
      regulations.




10.  Landlord
      will direct electricians as to where and how telephone wires and any other
      cables or wires are to be installed. No boring or cutting for cables or wires
      will be allowed without the consent of Landlord. The location of telephones,
      call boxes and other office equipment affixed to the Premises shall be subject
      to the approval of Landlord.




11.  Tenant
      shall not lay linoleum, tile, carpet or other similar floor covering so that
      the
      same shall be affixed to the floor of the Premises in any manner except as
      approved by the Landlord. Tenant shall bear the expense of repairing any damage
      resulting from a violation of this rule or removal of any floor
      covering.




12.  No
      furniture, packages, supplies, equipment or merchandise will be received in
      the
      Building or carried up or down in the elevators, except between such hours
      and
      in such elevators as shall be designated by Landlord. In its use of such, Tenant
      shall not obstruct or permit the obstruction of walkways, ingress and egress
      to
      the Building and tenant spaces and at no time shall Tenant park vehicles which
      will create traffic and safety hazards or create other
      obstructions.




13.  On
      Saturdays, Sundays and legal holidays all day, and on other days between the
      hours of 7:00 p.m. and 7:00 a.m. the following day, access to the Building
      or to
      the halls, corridors, elevators, or stairways in the Building, or to the
      Premises may be refused unless the person seeking access is known to the person
      or employee of the Building in charge and has a pass or is properly identified.
      Landlord shall in no case he liable for damages for any error with regard to
      the
      admission to or exclusion from the Building of any person. Tenant assumes all
      responsibility for protecting its Premises from theft, robbery and pilferage,
      In
      case of invasion, mob, riot, public excitement, or other commotion, the Landlord
      reserves the right to prevent access to the Building during the continuance
      of
      the same by closing the doors or otherwise, for the safety of the Tenants and
      protection of property in the Building and the Building. Landlord reserves
      the
      right to close and keep locked all entrance and exit doors of the Building
      on
      Saturdays, Sundays and legal holidays all day, and on other days between the
      hours of 7:00 p.m. and 7:00 a.m. and during such further hours as Landlord
      may
      deem advisable for the adequate protection of said Building and the property
      of
      its tenants, and to implement such additional security measures as Landlord
      deems appropriate for such purposes. The cost of such additional security
      measures, as reasonably allocated by Landlord to Tenant, shall be reimbursed
      by
      Tenant within thirty (30) days after receipt of Landlord’s demand
      therefor.









14.  Tenant
      shall see that the doors of the Premises are closed and securely locked before
      leaving the Building and must observe strict care and caution that all water
      faucets, water apparatus and utilities are entirely shut off before Tenant
      or
      Tenant’s employees leave the Building, and that all electricity shall likewise
      be carefully shut off, so as to prevent waste or damage and for any default
      or
      carelessness Tenant shall make good all injuries sustained by other tenants
      or
      occupants of the Building or Landlord. On multiple-tenancy floors, all tenants
      shall keep the doors to the Building corridors closed at all times except for
      ingress and egress, and all tenants shall at all times comply with any rules
      and
      orders of the fire department with respect to ingress and egress.




15.  Landlord
      reserves the right to exclude or expel from the Building any person who, in
      the
      judgment of Landlord, is intoxicated or under the influence of liquor or drugs,
      or who shall in any manner do any act in violation of any of the rules and
      regulations of the Building.




16.  Landlord
      shall attend to the requests of Tenant after notice thereof from Tenant by
      telephone, in writing or in person at the Office of the Landlord. Employees
      of
      Landlord shall not perform any work or do anything outside of their regular
      duties unless under special instructions from the Landlord.




17.  No
      vending machine or machines (except for Tenant’s sole use) of any description
      shall be installed, maintained or operated upon the Premises without the written
      consent of the Landlord. In the event Tenant installs vending machines for
      the
      use of their employees, the vending machines shall have no exposure to the
      exterior of the Building.




18.  Tenant
      agrees that it shall comply with all fire and security regulations that may
      be
      issued from time-to-time by Landlord and Tenant also shall provide Landlord
      with
      the name of a designated responsible employee to represent Tenant in all matters
      pertaining to such fire or security regulations.




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




20.  Canvassing,
      soliciting, peddling or distribution of handbills or other written material
      in
      the Building and Project is prohibited and Tenant shall cooperate to prevent
      same.




21.  Landlord
      reserves the right to (i) select the name of the Project and Building and to
      make such change or changes of name, street address or suite numbers as it
      may
      deem appropriate from time to time, (ii) grant to anyone the exclusive right
      to
      conduct any business or render any service in or to the Building and its
      tenants, provided such exclusive right shall not operate to require Tenant
      to
      use or patronize such business or service or to exclude Tenant from its use
      of
      the Premises expressly permitted in the Lease, and (iii) reduce, increase,
      enclose or otherwise change at any time and from time to time the size, number,
      location, layout and nature of the common areas and facilities and other
      tenancies and premises in the Project and to create additional rentable areas
      through use or enclosure of common areas. Tenant shall not refer to the Project
      by any name other than the name as selected by Landlord (as same may be changed
      from time to time), or the postal address, approved by the United States Post
      Office. Without the written consent of Landlord, Tenant shall not use the name
      of the Building or Bishop Ranch Business Park in connection with or in promoting
      or advertising the business of Tenant or in any respect except as Tenant’s
      address.









22.  Tenant
      shall store all its trash and garbage within the Premises until removal of
      same
      to such location in the Project as may be designated from time to time by
      Landlord. No material shall be placed in the Project trash boxes or receptacle
      if such material is of such nature that it may not be disposed of in the
      ordinary and customary manner of removing and disposing of trash and garbage
      in
      the City of San Ramon without being in violation of any law or ordinance
      governing such disposal.




23.  Landlord
      shall furnish heating and air conditioning during the hours of 7:00 a.m. and
      7:00 p.m., Monday through Friday, except for holidays. In the event Tenant
      requires heating and air conditioning during off hours, Saturdays, Sundays
      or
      holidays, Landlord shall on notice provide such services at the rate established
      by Landlord from time-to-time. Landlord shall have the right to control and
      operate the public portions of the Building and the public facilities, and
      heating and air conditioning, as well as facilities furnished for the common
      use
      of the Tenants, in such manner as it deems best for the benefit of the Tenants
      generally.




24.  The
      directory of the Building will be provided for the display of the name and
      location of tenants and Landlord reserves the right to exclude any other names
      therefrom. Any additional name that Tenant shall desire to place upon the
      directory must first be approved by Landlord and, if so approved, a charge
      will
      be made for each such name.




25.  Except
      with the prior written consent of Landlord, Tenant shall not sell, or permit
      the
      sale from the Premises of, or use or permit the use of any sidewalk or common
      area adjacent to the Premises for the sale of newspapers, magazines,
      periodicals, theater tickets or any other goods, merchandise or service, nor
      shall Tenant carry on, or permit or allow any employee or other person to carry
      on, business in or from the Premises for the service or accommodation of
      occupants of any other portion of the Building, nor shall the Premises be used
      for manufacturing of any kind, or for any business or activity other than that
      specifically provided for in Tenant’s lease.




26.  The
      word
“Tenant” occurring in these Rules and Regulations shall mean Tenant and Tenant’s
      Representatives. The word “Landlord” occurring in these Rules and Regulations
      shall mean Landlord’s assigns, agents, clerks, employees and
      visitors.




ACKNOWLEDGED
      AND ACCEPTED:


Landlord:
              
              Tenant:By:
              
              
              By:Title:
              
              
              Title:









**EXHIBIT
      E**




**JANITORIAL
      SPECIFICATIONS**




The
      following specific janitorial services will be provided in accordance with
      provisions of Paragraph 7.1, Landlord’s Obligations:




OFFICE
      AREAS (DAILY)




1.  Empty
      all
      waste baskets and disposal cans, if liners used, replace as
      necessary.


2.  Spot
      dust
      desks, chairs, file cabinets, counters and furniture.


3.  Spot
      vacuum all carpets and walk-off mats; spot as necessary.


4.  Sweep
      all
      hard surface floors with treated dust mop.




OFFICE
      AREAS (WEEKLY)




1.  Vacuum
      carpets completely, including around base boards, etc.


2.  Perform
      low dusting of furniture.


3.  Dust
      window sills and ledges.




OFFICE
      AREAS (QUARTERLY)




1.  Perform
      all high dusting of doors, sashes, moldings, etc.


2.  Dust
      mini
      blinds as needed.




OFFICE
      AREA CORRIDORS AND LOBBIES (DAILY
      SERVICE)




1.  Vacuum
      carpets and dust mop any hard floors.


2.  Spot
      clean carpets of all spillage.


3.  Clean
      all
      thresholds.




OFFICE
      AREA CORRIDORS AND LOBBIES (WEEKLY)




1.  Perform
      all high dusting of doors, sashes, moldings, etc.


2.  Vacuum
      and clean all ceiling vents.


3.  Polish
      any metal railings, placards, etc.




STAIRWAYS (DAILY)




1.  Sweep
      all
      hard surface steps.


2.  Dust
      banisters.




STAIRWAYS (WEEKLY)




1.  Sweep
      all
      hard surfaces.


2.  Spot
      mop
      all spills as needed.









RESTROOMS
      COMMON AREA (DAILY
      SERVICE)




1.  Empty
      all
      waste containers and replace liners as needed.


2.  Clean
      all
      metal, mirrors, and fixtures.


3.  Sinks,
      toilet bowls and urinals are to be kept free of scale.


4.  Clean
      all
      lavatory fixtures using disinfectant cleaners.


5.  Wash
      and
      disinfect underside and tops of toilet seats,


6.  Wipe
      down
      walls around urinals.


7.  Refill
      soap, towel, and tissue dispensers.


8.  Wet
      mop
      tile floors with disinfectant solution.


9.  Refill
      sanitary napkin machines as necessary.




RESTROOMS
      COMMON AREA (WEEKLY)




1.  Perform
      high dusting and vacuum vents.


2.  Use
      germicidal solution in urinal traps, lavatory traps, and floor
      drains.




RESTROOMS
      COMMON AREA (MONTHLY)




1.  Scrub
      floors with power machine.


2.  Wash
      down
      all ceramic tile and toilet compartments.




ELEVATORS (DAILY)




1.  Vacuum
      floors.


2.  Clean
      thresholds.


3.  Spot
      walls and polish surfaces.




GENERAL




All
      glass
      entry doors to offices, corridors, or lunch rooms are to be cleaned as
      necessary.









**EXHIBIT
      F**




**DOOR
      SIGN, DIRECTORY STRIP AND MAIL BOX REQUEST,**




1.  I,
      the
      undersigned, hereby authorize Landlord to order one door sign of ( ) wood,
      ( )
      vinyl, (x) chrome. The business name on it shall be:









2.  The
      directory strip shall read:









3.  The
      mail
      box strip shall read:




---





Signature
            
            Date




Street
                  Address:
              4000
                  Executive ParkwaySuite
                  Number:
              200Complex:
              Bishop
                  Rauch 8, Building P







**EXHIBIT
      G**




**COMMENCEMENT
      OF LEASE**




**INTENTIONALLY
      DELETED**