STANDARD
      SUBLEASE

    MULTI-TENANT

    AIR
      COMMERCIAL REAL ESTATE ASSOCIATION

    


    
      	1.	
              Basic
                Provisions ("Basic Provisions").

            


    

    
      
        	
                1.1

              	
                Parties:
                  This Sublease ("Sublease"),
                  dated for reference purposes only August 20, 2007, is made by and
                  between
                  Navio Systems Inc., a Delaware corporation ("Sublessor")
                  and American Ethanol Inc., a Nevada corporation ("Sublessee"),
                  (collectively the "Parties",
                  or individually a "Party").

              
	
                1.2(a)

              	
                Premises:
                  That certain portion of the Project (as defined below), known as
                  20400
                  Stevens Creek Blvd., Suite 700, Cupertino, CA - a portion of a
                  larger
                  multi-tenant office building , consisting of approximately 6,134
                  rentable square
                  feet ("Premises").
                  The Premises are located at: See Exhibit A, in the City of Cupertino
                  ,
                  County of Santa Clara , State of California , with zip code 95014.
                  In
                  addition to Sublessee's rights to use and occupy the Premises as
                  hereinafter specified, Sublessee shall have nonexclusive rights
                  to the
                  Common Areas (as defined below) as hereinafter specified, but shall
                  not
                  have any rights to the roof, the exterior walls, or the utility
                  raceways
                  of the building containing the Premises ("Building")
                  or to any other buildings in the Project. The Premises, the Building,
                  the
                  Common Areas, the land upon which they are located, along with
                  all other
                  buildings and improvements thereon, are herein collectively referred
                  to as
                  the "Project."
                  

              
	
                1.2(b) 

              	
                Parking:
                  18 unreserved and 0 reserved vehicle parking spaces.

              
	
                1.3 

              	
                Term:
                  _________years and 25 months commencing September 1, 2007 ("Commencement
                  Date")
                  and ending September 30, 2009 ("Expiration
                  Date").

              
	
                1.4

              	
                Early
                  Possession:
                  N/A ("Early
                  Possession Date").
                  

              
	
                1.5

              	
                Base
                  Rent:
                  $
                  15,948.40 per month ("Base
                  Rent)",
                  payable on the 1st day of each month commencing October 1, 2007.
                  

              
	
                o
                  If this box is
                  checked, there are provisions in this Sublease for the Base Rent
                  to be
                  adjusted.

              
	
                1.6

              	
                Sublessee's
                  Share of Operating Expenses:
                  twenty-nine point eight percent (29.8%) ("Sublessee's
                  Share").
                  

              
	
                1.7

              	
                Base
                  Rent and Other Monies Paid Upon Execution:

              


      

    

    
      	
              (a)

            	
              Base
                Rent:
                $15,948.40 for the period September 1, 2007 - September31,
                2007.

            
	
              (b)

            	
              Security
                Deposit:
                $22,389.10 ("Security
                Deposit").
                

            
	
              (c)

            	
              Other:
                $6,440.70 for Pro-rata share of Operating Expenses for September
                1, 2007 -
                September 31, 2007.

            
	
              (d)

            	
              Total
                Due Upon Execution of this Lease:
                $44,778.20.

            


    

    
      
        	
                1.8 

              	
                Agreed
                  Use:
                  Per Section 8 of the Master Lease dated June 23, 2004.

              
	
                1.9

              	
                Real
                  Estate Brokers:

              
	 	
                (a)

              	
                Representation:
                  The following real estate brokers (the “Brokers”) and brokerage
                  relationships exist in this transaction (check applicable
                  boxes):

              


      

    

    
      
        	
                x

              	
                CB
                  Richard Ellis represents Sublessor exclusively (“Sublessor’s
                  Broker”);

              
	
                x

              	
                Cornish
                  & Carey represents Sublessee exclusively (“Sublessee’s
                  Broker”)
                  or 

              
	
                o

              	
                ____________
                  represents both Sublessor and Sublessee (“Dual
                  Agency”).

              


      

    

    
      
        	 	
                (b) 

              	
                Payment
                  to Brokers:
                  Upon execution and delivery of this Sublease by both Parties, Sublessor
                  shall pay to the Brokers the brokerage fee agreed to in a separate
                  written
                  agreement (or if there is no such agreement, the sum of __________
                  or
                  __________% of the total Base Rent for the brokerage services rendered
                  by
                  the Brokers).

              
	
                1.10 

              	
                Guarantor.
                  The obligations of the Sublessee under this Sublease shall be guaranteed
                  by N/A
                  ("Guarantor").

              
	
                1.11

              	
                Attachments.
                  Attached hereto are the following, all of which constitute a part
                  of this
                  Sublease: 

              


      

    

    
      
        	
                x

              	
                an
                  Addendum consisting of Paragraphs 14 through 17;

              
	
                x

              	
                a
                  plot plan depicting the Premises and/or Project;

              
	
                o

              	
                a
                  current set of the Rules and Regulations;

              
	
                
                  o

                

              	
                a
                  Work Letter; 

              
	
                
                  x

                

              	
                a
                  copy of the Master Lease; 

              
	
                
                  x

                

              	
                other
                  (specify): a copy of the First Amendment to Lease and Exhibit A
                  -
                  Furniture Inventory.

              


      

    

     

    

      
        	
                 

              	 	
                PAGE
                  1 OF
                  6 

              	 	
                 

              
	
                 

              	 	 	 	
                 

              
	
                INITIALS
                  

              	 	 	 	
                INITIALS
                  

              
	 	 	 	 	 
	
                ©2001
                  - AIR COMMERCIAL REAL ESTATE ASSOCIATION 

              	 	
                FORM
                  SBMT-0-4/01E 

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              2.

            	
              Premises.

            


    

    2.1  Letting.
      Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from
      Sublessor, the Premises, for the term, at the rental, and upon all of the terms,
      covenants and conditions set forth in this Sublease. Unless otherwise provided
      herein, any statement of size set forth in this Sublease, or that may have
      been
      used in calculating Rent, is an approximation more or less. Note:
      Sublessee is advised to verify the actual size prior to executing this
      Sublease.

    2.2  Condition.
      Sublessor shall deliver the Premises to Sublessee broom clean and free of debris
      on the Commencement Date or the Early Possession Date, whichever first occurs
      (“Start
      Date”),
      and
      warrants that the existing electrical, plumbing, fire sprinkler, lighting,
      heating, ventilating and air conditioning systems ("HVAC"),
      and
      any items which the Lessor is obligated to construct pursuant to the Work Letter
      attached hereto, if any, other than those constructed by Lessee, shall be in
      good operating condition on said date. If a noncompliance with such warranty
      exists as of the Start Date, or if one of such systems or elements should
      malfunction or fail within the appropriate warranty period, Sublessor shall,
      as
      Sublessor's sole obligation with respect to such matter, except as otherwise
      provided in this Sublease, promptly after receipt of written notice from
      Sublessee setting forth with specificity the nature and extent of such
      noncompliance, malfunction or failure, rectify same at Sublessor's expense.
      The
      warranty periods shall be as follows: (i) 6 months as to the HVAC systems,
      and
      (ii) 30 days as to the remaining systems and other elements. If Sublessee does
      not give Sublessor the required notice within the appropriate warranty period,
      correction of any such noncompliance, malfunction or failure shall be the
      obligation of Sublessee at Sublessee's sole cost and expense.

    2.3  Compliance.
      Sublessor warrants that any improvements, alterations or utility installations
      made or installed by or on behalf of Sublessor to or on the Premises comply
      with
      all applicable covenants or restrictions of record and applicable building
      codes, regulations and ordinances ("Applicable
      Requirements")
      in
      effect on the date that they were made or installed. Sublessor makes no warranty
      as to the use to which Sublessee will put the Premises or to modifications
      which
      may be required by the Americans with Disabilities Act or any similar laws
      as a
      result of Sublessee's use. NOTE:
      Sublessee is responsible for determining whether or not the zoning and other
      Applicable Requirements are appropriate for Sublessee's intended use, and
      acknowledges that past uses of the Premises may no longer be
      allowed.
      If the
      Premises do not comply with said warranty, Sublessor shall, except as otherwise
      provided, promptly after receipt of written notice from Sublessee setting forth
      with specificity the nature and extent of such noncompliance, rectify the
      same.

    2.4 Acknowledgements.
      Sublessee acknowledges that: (a) it has been advised by Sublessor and/or Brokers
      to satisfy itself with respect to the condition of the Premises (including
      but
      not limited to the electrical,
      HVAC and fire sprinkler systems, security, environmental aspects, and compliance
      with Applicable Requirements and the Americans with Disabilities Act), and
      their
      suitability for Sublessee's intended use, (b) Sublessee has made such
      investigation as it deems necessary with reference to such matters and assumes
      all responsibility therefor as the same relate to its occupancy of the Premises,
      and (c) neither Sublessor, Sublessor's agents, nor Brokers have made any oral
      or
      written representations or warranties with respect to said matters other than
      as
      set forth in this Sublease. In addition, Sublessor acknowledges that: (i)
      Brokers have made no representations, promises or warranties concerning
      Sublessee's ability to honor the Sublease or suitability to occupy the Premises,
      and (ii) it is Sublessor's sole responsibility to investigate the financial
      capability and/or suitability of all proposed tenants. 

    2.5 Americans
      with Disabilities Act.
      In the
      event that as a result of Sublessee's use, or intended use, of the Premises
      the
      Americans with Disabilities Act or any similar law requires modifications or
      the
      construction or installation of improvements in or to the Premises, Building,
      Project and/or Common Areas, the Parties agree that such modifications,
      construction or improvements shall be made at: □ Sublessor's expense □
Sublessee's expense. 

    2.6 Vehicle
      Parking.
      Sublessee shall be entitled to use the number of Unreserved Parking Spaces
      and
      Reserved Parking Spaces specified in Paragraph 1.2(b) on those portions of
      the
      Common Areas designated from time to time for parking. Sublessee shall not
      use
      more parking spaces than said number. Said parking spaces shall be used for
      parking by vehicles no larger than fullsize passenger automobiles or pickup
      trucks, herein called "Permitted
      Size Vehicles."
      Sublessor may regulate the loading and unloading of vehicles by adopting Rules
      and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted
      Size Vehicles may be parked in the Common Area without the prior written
      permission of Sublessor. 

    (a)
      Sublessee shall not permit or allow any vehicles that belong to or are
      controlled by Sublessee or Sublessee's employees, suppliers, shippers,
      customers, contractors or invitees to be loaded, unloaded, or parked in areas
      other than those designated by Sublessor for such activities.

    (b)
      Sublessee shall not service or store any vehicles in the Common
      Areas.

    (c)
      If
      Sublessee permits or allows any of the prohibited activities described in this
      Paragraph 2.6, then Sublessor shall have the right, without notice, in addition
      to such other rights and remedies that it may have, to remove or tow away the
      vehicle involved and charge the cost to Sublessee, which cost shall be
      immediately payable upon demand by Sublessor.

    2.7
       Common
      Areas - Definition.
      The
      term "Common
      Areas"
      is
      defined as all areas and facilities outside the Premises and within the exterior
      boundary line of the Project and interior utility raceways and installations
      within the Premises that are provided and designated by the Sublessor from
      time
      to time for the general nonexclusive use of Sublessor, Sublessee and other
      tenants of the Project and their respective employees, suppliers, shippers,
      customers, contractors and invitees, including parking areas, loading and
      unloading areas, trash areas, roadways, walkways, driveways and landscaped
      areas.

    2.8 Common
      Areas - Sublessee's Rights.
      Sublessor grants to Sublessee, for the benefit of Sublessee and its employees,
      suppliers, shippers, contractors, customers and invitees, during the term of
      this Sublease, the nonexclusive right to use, in common with others entitled
      to
      such use, the Common Areas as they exist from time to time, subject to any
      rights, powers, and privileges reserved by Sublessor under the terms hereof
      or
      under the terms of any rules and regulations or restrictions governing the
      use
      of the Project. Under no circumstances shall the right herein granted to use
      the
      Common Areas be deemed to include the right to store any property, temporarily
      or permanently, in the Common Areas. Any such storage shall be permitted only
      by
      the prior written 

    consent
      of Sublessor or Sublessor's designated agent, which consent may be revoked
      at
      any time. In the event that any unauthorized storage shall occur then Sublessor
      shall have the right, without notice, in addition to such other rights and
      remedies that it may have, to remove the property and charge the cost to
      Sublessee, which cost shall be immediately payable upon demand by
      Sublessor.

    2.9 Common
      Areas - Rules and Regulations.
      Sublessor or such other person(s) as Sublessor may appoint shall have the
      exclusive control and management of the Common Areas and shall have the right,
      from time to time, to establish, modify, amend and enforce reasonable rules
      and
      regulations ("Rules
      and Regulations")
      for
      the management, safety, care, and cleanliness of the grounds, the parking and
      unloading of vehicles and the preservation of good order, as well as for the
      convenience of other occupants or tenants of the Building and the Project and
      their invitees. Sublessee agrees to abide by and conform to all such Rules
      and
      Regulations, and to cause its employees, suppliers, shippers, customers,
      contractors and invitees to so abide and conform. Sublessor shall not be
      responsible to Sublessee for the noncompliance with said Rules and Regulations
      by other tenants of the Project.

    2.10 Common
      Areas - Changes.
      Sublessor shall have the right, in Sublessor's sole discretion, from time to
      time: 

    (a)
      To make changes to the Common Areas, including, without limitation, changes
      in
      the location, size, shape and number of driveways, entrances, parking spaces,
      parking areas, loading and unloading areas, ingress, egress, direction of
      traffic, landscaped areas, walkways and utility
      raceways; 

    (b)
      To close temporarily any of the Common Areas for maintenance purposes so long
      as
      reasonable access to the Premises remains available; 

    (c)
      To add additional buildings and improvements to the Common Areas;


    (d)
      To use the Common Areas while engaged in making additional improvements, repairs
      or alterations to the Project, or any portion thereof; and


    (e)
      To do and perform such other acts and make such other changes in, to or with
      respect to the Common Areas and Project as Sublessor may, in the exercise of
      sound business judgment, deem to be appropriate. 

    
       

      

        
          	
                   

                	 	
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                  INITIALS
                    

                	 	 	 	
                  INITIALS
                    

                
	 	 	 	 	 
	
                  ©2001
                    - AIR COMMERCIAL REAL ESTATE ASSOCIATION 

                	 	
                  FORM
                    SBMT-0-4/01E 

                


        

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	3.	
              Possession.

            


    

    3.1 Early
      Possession.
      If
      Sublessee totally or partially occupies the Premises prior to the Commencement
      Date, the obligation to pay Base Rent shall be abated for the period of such
      early possession. All other terms of this Sublease (including but not limited
      to
      the obligations to pay Sublessee's Share of Common Area Operating Expenses,
      Real
      Property Taxes and insurance premiums and to maintain the Premises) shall,
      however, be in effect during such period. Any such early possession shall not
      affect the Expiration Date.

    


    3.2 Delay
      in Commencement.
      Sublessor agrees to use its best commercially reasonable efforts to deliver
      possession of the Premises by the Commencement Date. If, despite said efforts,
      Sublessor is unable to deliver possession as agreed, the rights and obligations
      of Sublessor and Sublessee shall be as set forth in Paragraph 3.3
      4.a of
      the Master Lease (as modified by Paragraph 7.3 of this Sublease). 

    


    3.3 Sublessee
      Compliance.
      Sublessor shall not be required to tender possession of the Premises to
      Sublessee until Sublessee complies with its obligation to provide evidence
      of
      insurance. Pending delivery of such evidence, Sublessee shall be required to
      perform all of its obligations under this Sublease from and after the Start
      Date, including the payment of Rent, notwithstanding Sublessor's election to
      withhold possession pending receipt of such evidence of insurance. Further,
      if
      Sublessee is required to perform any other conditions prior to or concurrent
      with the Start Date, the Start Date shall occur but Sublessor may elect to
      withhold possession until such conditions are satisfied. 

     

    
      	4.	
              Rent
                and Other Charges.

            


    

    4.1 Rent
      Defined.
      All
      monetary obligations of Sublessee to Sublessor under the terms of this Sublease
      (except for the Security Deposit) are deemed to be rent ("Rent").
      Rent
      shall be payable in lawful money of the United States to Sublessor at the
      address stated herein or to such other persons or at such other places as
      Sublessor may designate in writing.

    4.2 Common
      Area Operating Expenses.
      As
      defined in Section 7 of the Master Lease. Sublessee
      shall pay to during the term hereof, in addition to the Base Rent, Sublessee's
      Share of all Common Area Operating Expenses, as hereinafter defined, during
      each
      calendar year of the term of this Sublease, in accordance with the following
      provisions:

    (a)
      "Common
      Area Operating Expenses"
      are defined, for purposes of this Sublease, as all costs incurred by Sublessor
      relating to the operation of the Project, including, but not limited to, the
      following: The operation, repair and maintenance, in neat, clean, good order
      and
      condition, but not the replacement of the following:

    (k) The
      operation, repair and maintenance, in neat, clean, good order and condition,
      but
      not the replacement of the following:

    (aa)
      The Common Areas and Common Area improvements, including parking areas, loading
      and unloading areas, trash areas, roadways, parkways, walkways, driveways,
      landscaped areas, bumpers, irrigation systems, Common Area lighting facilities,
      fences and gates, elevators, roofs, and roof drainage
      systems.

    (bb)
      Exterior signs and any tenant directories.

    (cc)
      Any fire sprinkler systems. 

    (ii)
      The cost of water, gas, electricity and telephone to service the Common Areas
      and any utilities
      not separately metered.

    (iii)
      Trash disposal, pest control services, property management, security services,
      and the costs of any environmental inspections. 

    (iv)
      Reserves set aside for maintenance and repair of Common
      Areas.

    (v)
      Real Property Taxes.

    (vi)
      Insurance premiums. 

    (vii)
      Any deductible portion of an insured loss concerning the Building or the Common
      Areas. 

    (b)
      The inclusion of the improvements, facilities and services set forth in
      Subparagraph 4.2(a) shall not be deemed to impose an obligation upon Sublessor
      to either have said improvements or facilities or to provide those services
      unless Sublessor already provides the services, or Sublessor has agreed
      elsewhere in this Sublease to provide the same or some of them.


    (c)
      Sublessee's Share of Common Area Operating Expenses shall be payable by
      Sublessee within 10 days after a reasonably detailed statement of actual
      expenses is presented to Sublessee. At Sublessor's option, however, an amount
      may be estimated by Sublessor from time to time of Sublessee's Share of annual
      Common Area Operating Expenses and the same shall be payable monthly or
      quarterly, as Sublessor shall designate, during each 12 month period of the
      Sublease term, on the same day as the Base Rent is due hereunder. Sublessor
      shall deliver to Sublessee within 60 days after the expiration of each calendar
      year a reasonably detailed statement showing Sublessee's Share of the actual
      Common Area Operating Expenses incurred during the preceding year. If
      Sublessee's payments under this Paragraph 4.2(c) during the preceding year
      exceed Sublessee's Share as indicated on such statement, Sublessor shall credit
      the amount of such overpayment against Sublessee's Share of Common Area
      Operating Expenses next becoming due. If Sublessee's payments under this
      Paragraph 4.2(c) during the preceding year were less than Sublessee's Share
      as
      indicated on such statement, Sublessee shall pay to Sublessor the amount of
      the
      deficiency within 10 days.

    4.3 Utilities.
      Sublessee shall pay for all water, gas, heat, light, power, telephone, trash
      disposal and other utilities and services supplied to the Premises, together
      with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2, if
      at
      any time in Sublessor’s sole judgment, Sublessor determines that Sublessee is
      using a disproportionate amount of water, electricity or other commonly metered
      utilities, or that Sublessee is generating such a large volume of trash as
      to
      require an increase in the size of the dumpster and/or an increase in the number
      of times per month that the dumpster is emptied, then Sublessor may increase
      sublessee’s Base Rent by an amount equal to such increased costs.

    


    
      	5.	
              Security
                Deposit.
                The rights and obligations of Sublessor and Sublessee as to said
                Security
                Deposit shall be as set forth in Paragraph 5 of the Master Lease
                (as
                modified by Paragraph 7.3 of this Sublease).


            


    

    


    
      	6.	
              Agreed
                Use.
                The Premises shall be used and occupied only for Per Section 8 of
                the
                Master Lease, and
                for no other purpose.

            


    

    


    
      	7.	
              Master
                Lease.
                

            


    

    7.1 Sublessor
      is the lessee of the Premises by virtue of a lease, hereinafter the
      "Master
      Lease",
      wherein Cupertino City Center buildings, a California limited partnership


    is
      the
      lessor, hereinafter the "Master
      Lessor".
      

    7.2 This
      Sublease is and shall be at all times subject and subordinate to the Master
      Lease. 

    7.3 The
      terms, conditions and respective obligations of Sublessor and Sublessee to
      each
      other under this Sublease shall be the terms and conditions of the Master Lease
      except for those provisions of the Master Lease which are directly contradicted
      by this Sublease in which event the terms of this Sublease document shall
      control over the Master Lease. Therefore, for the purposes of this Sublease,
      wherever in the Master Lease the word "Lessor" is used it shall be deemed to
      mean the Sublessor herein and wherever
      in the Master Lease the word "Lessee" is used it shall be deemed to mean the
      Sublessee herein. 

    
      
         

        

          
            	
                     

                  	 	
                    PAGE 3
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                    INITIALS
                      

                  	 	 	 	
                    INITIALS
                      

                  
	 	 	 	 	 
	
                    ©2001
                      - AIR COMMERCIAL REAL ESTATE ASSOCIATION 

                  	 	
                    FORM
                      SBMT-0-4/01E 

                  


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    7.4 During
      the term of this Sublease and for all periods subsequent for obligations which
      have arisen prior to the termination of this Sublease, Sublessee does hereby
      expressly assume and agree to perform and comply with, for the benefit of
      Sublessor and Master Lessor, each and every obligation of Sublessor under the
      Master Lease except for the following paragraphs which are excluded therefrom:
      ____________. 

    7.5 The
      obligations that Sublessee has assumed under paragraph 7.4 hereof are
      hereinafter referred to as the "Sublessee's
      Assumed Obligations".
      The
      obligations that sublessee has not assumed under paragraph 7.4 hereof are
      hereinafter referred to as the "Sublessor's
      Remaining Obligations".
      

    7.6 Sublessee
      shall hold Sublessor free and harmless from all liability, judgments, costs,
      damages, claims or demands, including reasonable attorneys fees, arising out
      of
      Sublessee's failure to comply with or perform Sublessee's Assumed Obligations.
      

    7.7 Sublessor
      agrees to maintain the Master Lease during the entire term of this Sublease,
      subject, however, to any earlier termination of the Master Lease without the
      fault of the Sublessor, and to comply with or perform Sublessor's Remaining
      Obligations and to hold Sublessee free and harmless from all liability,
      judgments, costs, damages, claims or demands arising out of Sublessor's failure
      to comply with or perform Sublessor's Remaining Obligations.

    7.8 Sublessor
      represents to Sublessee that the Master Lease is in full force and effect and
      that no default exists on the part of any Party to the Master Lease.


    


    
      	8.	
              Assignment
                of Sublease and Default. 

            


    

    8.1
       Sublessor
      hereby assigns and transfers to Master Lessor the Sublessor's interest in this
      Sublease, subject however to the provisions of Paragraph 8.2 hereof.


    8.2
       Master
      Lessor, by executing this document, agrees that until a Default shall occur
      in
      the performance of Sublessor's Obligations under the Master Lease, that
      Sublessor may receive, collect and enjoy the Rent accruing under this Sublease.
      However, if Sublessor shall Default in the performance of its obligations to
      Master Lessor then Master Lessor may, at its option, receive and collect,
      directly from Sublessee, all Rent owing and to be owed under this Sublease.
      Master Lessor shall not, by reason of this assignment of the Sublease nor by
      reason of the collection of the Rent from the Sublessee, be deemed liable to
      Sublessee for any failure of the Sublessor to perform and comply with
      Sublessor's Remaining Obligations. 

    8.3
       Sublessor
      hereby irrevocably authorizes and directs Sublessee upon receipt of any written
      notice from the Master Lessor stating that a Default exists in the performance
      of Sublessor's obligations under the Master Lease, to pay to Master Lessor
      the
      Rent due and to become due under the Sublease. Sublessor agrees that Sublessee
      shall have the right to rely upon any such statement and request from Master
      Lessor, and that Sublessee shall pay such Rent to Master Lessor without any
      obligation or right to inquire as to whether such Default exists and
      notwithstanding any notice from or claim from Sublessor to the contrary and
      Sublessor shall have no right or claim against Sublessee for any such Rent
      so
      paid by Sublessee. 

    8.4
       No
      changes or modifications shall be made to this Sublease without the consent
      of
      Master Lessor. 

    


    
      	9.	
              Consent
                of Master Lessor. 

            


    

    9.1
       In
      the
      event that the Master Lease requires that Sublessor obtain the consent of Master
      Lessor to any subletting by Sublessor then, this Sublease shall not be effective
      unless, within
      10 30 days of the date hereof,
      Master
      Lessor signs this Sublease by October 26, 2007 thereby giving its consent to
      this Subletting.

    9.2
       In
      the
      event that the obligations of the Sublessor under the Master Lease have been
      guaranteed by third parties then neither this Sublease, nor the Master Lessor's
      consent, shall be effective unless, within 10
      30
      days
      of the date hereof, said guarantors sign this Sublease thereby giving their
      consent to this Sublease. 

    9.3 
      In the
      event that Master Lessor does give such consent then: 

    (a)
      Such
      consent shall not release Sublessor of its obligations or alter the primary
      liability of Sublessor to pay the Rent and perform and comply with all of the
      obligations of Sublessor to be performed under the Master Lease. 

    (b)
      The
      acceptance of Rent by Master Lessor from Sublessee or any one else liable under
      the Master Lease shall not be deemed a waiver by Master Lessor of any provisions
      of the Master Lease. 

    (c)
      The
      consent to this Sublease shall not constitute a consent to any subsequent
      subletting or assignment. 

    (d)
      In
      the event of any Default of Sublessor under the Master Lease, Master Lessor
      may
      proceed directly against Sublessor, any guarantors or any one else liable under
      the Master Lease or this Sublease without first exhausting Master Lessor's
      remedies against any other person or entity liable thereon to Master Lessor.
      

    (e)
      Master Lessor may consent to subsequent sublettings and assignments of the
      Master Lease or this Sublease or any amendments or modifications thereto without
      notifying Sublessor or any one else liable under the Master Lease and without
      obtaining their consent and such action shall not relieve such persons from
      liability. 

    (f)
      In
      the event that Sublessor shall Default in its obligations under the Master
      Lease, then Master Lessor, at its option and without being obligated to do
      so,
      may require Sublessee to attorn to Master Lessor in which event Master Lessor
      shall undertake the obligations of Sublessor under this Sublease from the time
      of the exercise of said option to termination of this Sublease but Master Lessor
      shall not be liable for any prepaid Rent nor any Security Deposit paid by
      Sublessee, nor shall Master Lessor be liable for any other Defaults of the
      Sublessor under the Sublease. 

    9.4
      The signatures of the Master Lessor and any Guarantors of Sublessor at the
      end
      of this document shall constitute their consent to the terms of this Sublease.
      

    9.5 Master
      Lessor acknowledges that, to the best of Master Lessor's knowledge, no Default
      presently exists under the Master Lease of obligations to be performed by
      Sublessor and that the Master Lease is in full force and effect. 

    9.6 In
      the
      event that Sublessor Defaults under its obligations to be performed under the
      Master Lease by Sublessor, Master Lessor agrees to deliver to Sublessee a copy
      of any such notice of default. Sublessee shall have the right to cure any
      Default of Sublessor described in any notice of default within ten days after
      service of such notice of default on Sublessee. If such Default is cured by
      Sublessee then Sublessee shall have the right of reimbursement and offset from
      and against Sublessor. 

    


    
      	10.	
              Additional
                Brokers Commissions.
                

            


    

    10.1 Sublessor
      agrees that if Sublessee exercises any option or right of first refusal as
      granted by Sublessor herein, or any option or right substantially similar
      thereto, either to extend the term of this Sublease, to renew this Sublease,
      to
      purchase the Premises, or to lease or purchase adjacent property which Sublessor
      may own or in which Sublessor has an interest, then Sublessor shall pay to
      Broker a fee in accordance with the schedule of Broker in effect at the time
      of
      the execution of this Sublease. Notwithstanding the foregoing, Sublessor's
      obligation under this Paragraph is limited to a transaction in which Sublessor
      is acting as a Sublessor, lessor or seller. 

    10.2 Master
      Lessor agrees that if Sublessee shall exercise any option or right of first
      refusal granted to Sublessee by Master Lessor in connection with this Sublease,
      or any option or right substantially similar thereto, either to extend or renew
      the Master Lease, to purchase the Premises or any part thereof, or to lease
      or
      purchase adjacent property which Master Lessor may own or in which Master Lessor
      has an interest, or if Broker is the procuring cause of any other lease or
      sale
      entered into between Sublessee and Master Lessor pertaining to the Premises,
      any
      part thereof, or any adjacent property which Master Lessor owns or in which
      it
      has an interest, then as to any of said transactions, Master Lessor shall pay
      to
      Broker a fee, in cash, in accordance with the schedule of Broker in effect
      at
      the time of the execution of this Sublease. 

    10.3 Any
      fee
      due from Sublessor or Master Lessor hereunder shall be due and payable upon
      the
      exercise of any option to extend or renew, upon the execution of any new lease,
      or, in the event of a purchase, at the close of escrow. 

    
      
        
          10.4 Any
            transferee of Sublessor's interest in this Sublease, or of Master Lessor's
            interest in the Master Lease, by accepting an assignment thereof, shall
            be
            deemed to have assumed the respective obligations of Sublessor or Master
            Lessor
            under this Paragraph 10. Broker shall be deemed to be a third-party beneficiary
            of this paragraph 10. 

           

           

          
            	
                     

                  	 	
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                    INITIALS
                      

                  	 	 	 	
                    INITIALS
                      

                  
	 	 	 	 	 
	
                    ©2001
                      - AIR COMMERCIAL REAL ESTATE ASSOCIATION 

                  	 	
                    FORM
                      SBMT-0-4/01E 

                  


          

        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      11. 
        Representations
        and Indemnities of Broker Relationships.
        The
        Parties each represent and warrant to the other that it has had no dealings
        with
        any person, firm, broker or finder (other than the Brokers, if any) in
        connection with this Sublease, and that no one other than said named Brokers
        is
        entitled to any commission or finder's fee in connection herewith. Sublessee
        and
        Sublessor do each hereby agree to indemnify, protect, defend and hold the
        other
        harmless from and against liability for compensation or charges which may
        be
        claimed by any such unnamed broker, finder or other similar party by reason
        of
        any dealings or actions of the indemnifying Party, including any costs,
        expenses, attorneys’ fees reasonably incurred with respect
        thereto.

    

    


    
      12. 
        Attorney's
        fees. If
        any
        Party or Broker brings an action or proceeding involving the Premises whether
        founded in tort, contract or equity, or to declare rights hereunder, the
        Prevailing Party (as hereafter defined) in any such proceeding, action, or
        appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees
        may
        be awarded in the same suit or recovered in a separate suit, whether or not
        such
        action or proceeding is pursued to decision or judgment. The term, "Prevailing
        Party" shall
        include, without limitation, a Party or Broker who substantially obtains
        or
        defeats the relief sought, as the case may be, whether by compromise,
        settlement, judgment, or the abandonment by the other Party or Broker of
        its
        claim or defense. The attorneys' fees award shall not be computed in accordance
        with any court fee schedule, but shall be such as to fully reimburse all
        attorneys' fees reasonably incurred. In addition, Sublessor shall be entitled
        to
        attorneys' fees, costs and expenses incurred in the preparation and service
        of
        notices of Default and consultations in connection therewith, whether or not a
        legal action is subsequently commenced in connection with such Default or
        resulting Breach ($200 is a reasonable minimum per occurrence for such services
        and consultation). 

    

    


    
      13. 
        No
        Prior or Other Agreements; Broker Disclaimer.
        This
        Sublease contains all agreements between the Parties with respect to any
        matter
        mentioned herein, and no other prior or contemporaneous agreement or
        understanding shall be effective. Sublessor and Sublessee each represents
        and
        warrants to the Brokers that it has made, and is relying solely upon, its
        own
        investigation as to the nature, quality, character and financial responsibility
        of the other Party to this Sublease and as to the use, nature, quality and
        character of the Premises. Brokers have no responsibility with respect thereto
        or with respect to any default or breach hereof by either Party. The liability
        (including court costs and attorneys' fees), of any Broker with respect to
        negotiation, execution, delivery or performance by either Sublessor or Sublessee
        under this Sublease or any amendment or modification hereto shall be limited
        to
        an amount up to the fee received by such Broker pursuant to this Sublease;
        provided, however, that the foregoing limitation on each Broker's liability
        shall not be applicable to any gross negligence or willful misconduct of
        such
        Broker. 

    

    


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

    


    1. SEEK
      ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS
      SUBLEASE.

    


    2.RETAIN
      APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES.
      SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE
      OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PROPERTY, THE STRUCTURAL INTEGRITY,
      THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE
      PREMISES FOR SUBLESSEE'S INTENDED USE. 

    


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

     

    
      
        	
                Executed
                  at:

              	
                Cupertino,
                  Ca

              	 	
                Executed
                  at:

              	
                Cupertino,
                  Ca

              
	
                On: 
                  

              	
                September
                  6, 2007

              	
              	
                On: 
                  

              	
                September
                  6, 2007

              
	 	 	 	 	 	 	 	 	 	 	 
	
                By
                  SUBLESSOR: 

              	 	
                By
                  SUBLESSEE: 

              
	 	
              	 	 	 	 	 	 	 	 	 
	
                Navio
                  Systems Inc, a Delaware corporation 

              	 	
                American
                  Ethanol Inc., a corporation 

              
	
                By:
                  

              	
                /s/
                  Elmar Jakoby

              	 	
                By:
                  

              	
                /s/
                  Eric A. McAfee

              
	
                Name
                  

              	 Printed:
                Elmar
                Jakoby	 	
                Name
                  

              	Printed:
                Eric
                A. McAfee
	
                Title:

              	 CFO	 	
                Title:

              	CEO
	
                By:

              	
                  


              	 	
                By:
                  

              	
                
                

              
	
                Name
                  Printed:

              	   	 	
                Name
                  Printed:
                  

              	  

	
                Title:

              	  
	 	
                Title:
                  

              	  

	
                Address:
                  

              	20400
                Stevens Creek Blvd., Suite 750	
                 

              	
                
                  Address:

                

              	10600
                N DeAnza #250
	
                 

              	 	Cupertino,
                CA 95014 	 	 	Cupertino,
                CA 95014
	
                Telephone: 
                  

              	(408
                ) 777-2700 	 	Telephone: 
	(408
                ) 390-3275
	
                Facsimile:

              	(408
                ) 777-2791 	 	Facsimile:	(408
                ) 877-1654
	
                Federal
                  ID No.

              	   
                	 	
                Federal
                  ID No. 

              	   
                


      

    

     

     

    
      
        
          
            	
                     

                  	 	
                    PAGE 5
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                    INITIALS
                      

                  	 	 	 	
                    INITIALS
                      

                  
	 	 	 	 	 
	
                    ©2001
                      - AIR COMMERCIAL REAL ESTATE ASSOCIATION 

                  	 	
                    FORM
                      SBMT-0-4/01E 

                  


          

        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  BROKER:
                    

                	 	BROKER:
                  
	 
	 	/s/
                  John Kraft
	 	 	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Attn:
                    

                	 	 	
                  Attn:
                    

                	John
                  Kraft
	 	 	
                   

                	Associate
	
                  Address:

                	  
	 	
                  Address:

                	901
                  Mariners Island Blvd
	 	 	
                  Suite
                    175, San Mateo, CA 94404

                
	
                  Telephone:
                    

                	
                  ( 


                	   	  	 ) 
	 	 	
                  Telephone:
                    

                	 ( 	   
	   
	
                   ) 
                    

                	   

	
                  Facsimile:
                    

                	( 	   	 	 ) 
	 
	 	
                  Facsimile:
                    

                	( 
	 
	 
	
                   )
                    

                	  

	
                  Federal
                    ID No. 

                	 	 	
                  Federal
                    ID No. 

                	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Consent
                    to the above Sublease is hereby given.

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Executed
                    at: 

                	  
	 	
                  Executed
                    at: 

                	 

	
                  On: 
                    

                	  
	 	
                  On: 

                	September
                  6, 2007
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  By
                    MASTER LESSOR:

                	 	
                  By
                    GUARANTOR(S):

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	
                  By:
                    

                	 
	  
	 	
                  Name
                    Printed: 

                	  

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                  Address:

                	  

	
                  By:
                    

                	 	 	  


 

      

      
         

      

    

    
      
        
          
            	
                     

                  	 	
                    PAGE 6
                      OF
                      6 

                  	 	
                     

                  
	
                     

                  	 	 	 	
                     

                  
	
                    INITIALS
                      

                  	 	 	 	
                    INITIALS
                      

                  
	 	 	 	 	 
	
                    ©2001
                      - AIR COMMERCIAL REAL ESTATE ASSOCIATION 

                  	 	
                    FORM
                      SBMT-0-4/01E