1ST
      ADDENDUM TO STANDARD SUBLEASE MULTI-TENANT


     

    THE
      STANDARD SUBLEASE MULTI-TENANT
      BY
      AND BETWEEN NAVIO SYSTEMS,
      INC
(SUBLESSOR)
      AND
      AMERICAN ETHANOL INC.(SUBLESSEE)
      DATED AS
      OF SEPTEMBER 6,
      2007,
      FOR THE
      PROPERTY LOCATED AT 20400
      STEVEN
      CREEK BLVD,
      SUITE
700,
      CUPERTINO,
      CALIFORNIA
      95014
      (SUBLEASE),
      IS
      AMENDED BY THIS 1ST
      ADDDENDUM DATED AS OF THE SAME DATE,
      AND
      INCORPORATED IN THAT SUBLEASE.
      

     

    Section
      1.3 Term 

     

    The
      following shall be added to the last paragraph in Section 1.3 Term:


     

    Notwithstanding
      anything to the contrary in this Sublease, the Commencement Date shall not
      occur
      until the Consent of Master Lessor shall have been obtained. (described in
      Article 9 as amended below). Occupancy shall not occur until payment described
      in Section 1.7 of the Sublease has been made. No monies are due or owing from
      Sublessee until 1 business day after notification in writing of Master Lessor
      consent. 

     

    If
      the
      Commencement Date does not occur on or before October 29, 2007, this Sublease
      may be declared null and void by Sublessee. 

     

    Section
      1.5 Base Rent 

     

    The
      following shall be added to the last paragraph in Section 1.3 Term:


     

    Rent
      for
      any partial term shall be prorated on the basis of a 30 day month. 

     

    Sublessor
      shall promptly notify Sublessee in writing if Sublessor is in default of the
      Master Lease. 

     

    Section
      1.6 Sublessee’s Share of Operating Expenses 

     

    The
      following shall be added to the last paragraph in Section 1.3 Term:


     

    Sublessee’s
      share of Operating Expenses is twenty-nine and eight-tenths (29.8%) of the
      current share of Sublessor’s share of Operating Expenses under the Master Lease
      for the building, which represents its proportionate share of leased square
      feet
      Any increase in Sublessee’s share of Operating Expenses shall be limited to the
      actual cost of such annual increase in expense. The Sublessee shall have the
      right to audit operating expenses furnished by Master Lessor per the terms
      of
      Section 7 (b) (fifth paragraph) of the Master Lease. Sublessor will make its
      reasonably best efforts to cooperate with the Sublessee if Sublessee disagrees
      with the Operating Expense Reconciliation passed on by the Master Lessor.




    
      
         

      

      
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    Section
      1.7 Base Rent and Monies Paid on Execution, is modified as
      follows:
      

     

    The
      heading shall be modified to “Base Rent and Monies Paid at Commencement Date”


     

    The
      heading of Section 1.7 (d) shall be modified to:” Total Due Upon Commencement
      Date of this Sublease” 

     

    Section
      2.10 Common Area Changes 

     

    This
      section is deleted in its entirety. 

     

    Section
      4.2 Common Area Operating Expenses 

     

    This
      section is deleted in its entirety. (please delete from form).

    Common
      Area changes are as defined by the Section 7 of the Master Lease. 

     

    Section
      9 Consent of Master Tenant 

     

    This
      Sublease shall not be effective unless Master Lessor shall approve the Sublease
      in writing. Such approval must occur on or before October 29, 2007.


     

    The
      remainder of Section 9 remains in full force and effect. 



    
      
         

      

      
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    THE
      FOLLOWING SECTIONS ARE ADDITIONS TO THE SUBLEASE: 

     

    Section
      14 Building improvements. 

     

    At
      its
      sole cost and expense, Sublessor shall complete the following in good
      workmanlike condition prior to the Commencement of the Sublease. Such condition
      shall be approved by Subtenant before the Commencement Date. 

     

    
      
        	
                1

              	
                Professionally
                  steam clean the carpets 

              
	
                2

              	
                Paint
                  the office area or provide “touch up” paint, including painting the
                  demising wall, in a professional workmanlike manner in accordance
                  with the
                  Building Standard that has previously been approved by Master Lessor
                  for a
                  first class office space. 

              
	
                3

                 

              	
                Demise
                  the Premises from neighboring Suite 740 in a professional workmanlike
                  manner in accordance with the Building Standard that has previously
                  been
                  approved by Master Lessor for demising walls between independent
                  tenants
                  in a first class office space.


              


      

    

     

    Section
      15 Furniture 

     

    Sublessor
      shall deliver the Premises to Sublessee in its currently configured condition,
      including all existing furniture. An inventory of the furniture will be provided
      and will be attached to the Sublease as an Exhibit. Sublessee shall have the
      right to use the FF&E throughout the term of the Sublease at no additional
      charge. Sublessee shall maintain the furniture at its sole cost and expense
      and
      leave the furniture upon the end of the Sublease in good condition, normal
      wear
      and tear excluded. 

     

    The
      furniture provided and the condition of same is attached as an exhibit to the
      Sublease. 


    Section
      16 Right of First Refusal 

     

    The
      Sublessee shall have the Right of First Refusal for Suite 740. The Sublessor
      shall continue to market the adjacent space to any prospective tenant. Once
      business terms are agreed upon with a new prospective tenant, the Sublessor
      shall present said terms to the Sublessee. The Sublessee shall have three (3)
      days to accept these terms. If the Sublessee does not accept the proposed terms
      with written notice to Sublessor within three (3) business days, the Sublessor
      shall have the right to lease the space to the new prospective
      tenant.


    
      
         

      

      
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    Section
      17 Option to Extend Term

     

    
      	 	
              A.
                

            	
              Terms
                of Option to extend. Subject to the conditions below, Sublessee shall
                have
                the option to extend the term of this Sublease for one (1) additional
                period of twenty five (25) months, in no event expiring beyond October
                31,
                2011. The extension period shall commence upon the expiration of
                the
                previous term. Sublessee's option to extend shall be subject to the
                following conditions: 

            


    

     

    (i)
       Sublessee
      shall not be in default either at the time it gives Sublessor notice of its
      intent to extend or at the commencement of the extension term, and has not
      been
      ten (10) or more days late in the payment of rent more than a total of two
      (2)
      times during the Lease term. . 

     

    (ii) Sublessee
      shall be operating in the Premises in a manner consistent in all respects with
      this Sublease. 

     

    (iii) Sublessee
      shall give Sublessor unconditional written notice of the exercise of its option
      at least three (3) months but not more than nine (9) months prior to the
      expiration of the then current term, time being strictly of the essence, and
      any
      failure to give said notice within the required time period shall be deemed
      an
      election by Sublessee not to extend the term of the Lease. 

     

    (iv) The
      extension term shall be upon the same terms and conditions as are contained
      in
      the Sublease and this Addendum, except that the Base Rent shall be determined
      in
      accordance with Subsection B below. If Sublessee has exercised its option to
      extend, the phrase "Term" as used in the Sublease shall mean the initial term
      of
      the Sublease and the extension term. The option to extend shall be personal
      to
      Sublessee, and shall not be transferable or assignable to any other person
      or
      entity. 

     

    
      	 	
              B.

            	
              Base
                Rent for the Option Period 

            


    

     

    Base
      Rent
      for the Option Period shall be a fixed increase of 3% of the Base Rent stated
      in
      the Sublease for the entire term of the Option Period. 

    Sublessee
      shall have the right to sublease/assign all or any portion of its Premises
      during the Term or extended Term of the Sublease to a qualified party or
      parties, subject to the approval of the Master Lessor, which shall not be
      unreasonably withheld or delayed. 


    
      
         

      

      
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    Section
      18 Sublet and Assignment

     

    Sublessee
      shall have the right to sublet/assign all or any portion of its Premises during
      the Term or extended Term of the Sublease to a qualified party or parties,
      subject to the approval of the Master Lessor, which shall not be unreasonably
      withheld or delayed.

     

    Section
      19 Insurance 

     

    Sublessee
      shall be required to carry General Liability Insurance commercial insurance
      including the broad form endorsement for single limit liability coverage in
      an
      amount of $1,000,000. Sublessee will be required to carry property coverage
      on
      business personal property, excluding flood and earthquake coverage.
      Additionally, Sublessee will also carry an umbrella policy in the amount of
      $1,000,000. 

     

    The
      quality of the carriers shall be as described in the Master Lease. Sublessee
      will provide certificates of insurance on an annual basis and will name the
      Master Lessor and Sublessor as additional insureds. 

     

    This
      Addendum is executed at the date of the execution of the Sublease and is
      incorporated in full by this reference. 

    
       

      
        	
                SUBLESSOR:

              	
                Navio
                  Systems Inc. 

              	
                SUBLESSEE:

              	
                American
                  Ethanol Inc.

              
	 	
                A
                  Delaware Corporation

              	 	
                A
                  Nevada Corporation 

              


      

      


      
        	
                BY:

              	
                /s/
                  Elmar Jakoby

              	 	
                BY:

              	
                /s/
                  Eric McAfee

              
	 	 	 	 	 
	
                BY:

              	
                Elmar
                  Jakoby

              	 	
                BY:

              	
                Eric
                  McAfee

              
	 	 	 	 	 
	
                Date:

              	
                September
                  6, 2007

              	 	
                Date:

              	
                September
                  6, 2007

              


      

    

     

    
      
         

      

      
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