**AIRPORT
      II PROPERTY MANAGEMENT, LLC**





**FULL
      SERVICE LEASE**





**1.
      BASIC LEASE PROVISIONS ("Basic Lease Provisions")**


**1.1
      Parties** :
      This
      Lease, dated for reference purposes only, **** March
      7,
      2008, **** is
      made
      by and between **Airport II Property Management, LLC** (herein
      called "Lessor") and **Document
      Capture Technologies, Inc.** (herein
      called "Lessee").


**1.2
      Premises:** Suite
      Number **178,** consisting
      of approximately **5,493 rentable square feet and 4,479 useable square feet,** more or
      less, as defined in paragraph 2 (the "Premises"). A 15% load is included in
      the
      total approximate square feet.


**1.3
      Building:** Commonly
      described as being located at 1798 Technology Drive **** in
      the
      City of **** San
      Jose,
      County of Santa Clara, and State of California and as defined in paragraph
      2.


**1.4
      Use** :
      General
      office use and related legal uses, subject to paragraph 6.


**1.5
      Term** :
      Two (2)
      years commencing on **July
      1, 2008** ("Commencement
      Date") and ending **June
      30, 2010** (“Termination Date”), as defined in paragraph 3.


**1.6
      Base Rent** :
      Shall
      be payable on the first day of each month in accordance with paragraphs 1.7
      and
      4.1 herein.


**1.7
      Base Rent Schedule** :  **07/01/08
      to 06/30/09: $11,535.30 per month** ($2.10
      per square foot)


**07/01/09
      to
      06/30/10: $12,359.25 per month** ($2.25
      per square foot)


**1.8
      Operating Expenses Schedule:**  **07/01/08
      to 06/30/09: $346.05 per month** (3% of
      1 st year’s
      monthly rent)


****  **07/01/09
      to 06/30/10: $370.77 per month** (3% of
      2 nd year’s
      monthly rent)


**1.9
      Base Rent and Other Monies Paid Upon Execution** :


**(a)
      Base Rent: $11,535.30**


**(b)
      Operating Expenses: $346.05**


**(c)
      Security Deposit: $0**  ($22,432.20
      on file)


**(d)
      Other: $0**


**(e)
      Total due upon Execution of this Lease: $0**





**1.10
      Business Hours for the Building:** 7:00
      a.m. to 7:00 p.m. Monday through Friday (except Building Holidays).





**2.
      PREMISES, PARKING AND COMMON AREAS:**


**2.1
      Premises:** The
      Premises are a portion of a building, herein sometimes referred to as the
      "Building" identified in paragraph 1.3 of the Basic Lease Provisions "Building"
      shall include adjacent parking structures used in connection therewith The
      Premises, the Building, the Common Areas, the land upon which the same are
      located, along with all other buildings and improvements thereon or thereunder,
      are herein collectively referred to as the "Office Building Project". Lessor
      hereby leases to Lessee and Lessee leases from Lessor for the term, at the
      rental rate, and upon all of the conditions set forth herein, the real property
      referred to in the Basic Lease Provisions, paragraph 1.2, as the "Premises",
      including rights to the Common Areas as hereinafter specified. Lessee agrees
      that Lessee has been given a full and fair opportunity to determine and confirm
      the square footage of the Premises and further agrees that the square footage
      referenced in the Basic Lease Provisions, paragraph 1.2, is conclusively deemed
      accurate.


**2.2
      Vehicle Parking:** So long
      as Lessee is not in default, and subject to the rules and regulations attached
      hereto, and as established by Lessor from time to time, Lessee shall be entitled
      to rent and use n/a (#)
      unreserved parking spaces in the Office Building Project. There shall be no
      overnight parking.


**(a)** If
      Lessee commits, permits or allows any of the prohibited activities described
      in
      the Lease or the rules then in effect, then Lessor 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 Lessee, which
      cost shall be immediately payable upon demand by Lessor.


**2.3
      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 Office Building Project that are
      provided and designated by Lessor from time to time for the general
      non-exclusive use of Lessor, Lessee and of other lessees of the Office Building
      Project and their respective employees, suppliers, shippers, customers and
      invitees, including, but not limited to, common entrances, lobbies, corridors,
      stairways and stairwells, public restrooms, elevators, escalators, parking
      areas
      to the extent not otherwise prohibited by this Lease, loading and unloading
      areas, trash areas, roadways, sidewalks, walkways, parkways, ramps, driveways,
      landscaped areas and decorative walls, but shall not have any right to the
      roof,
      the exterior walls, the area above the dropped ceilings, or the utility raceways
      of the building containing the Premises or to any other building in the Office
      Building Project.


**2.4
      Common Areas - Rules and Regulations** .
      Lessee
      agrees to abide by and conform to the rules and regulations attached hereto
      as
      Exhibit 'A' with respect to the Office Building Project and Common Areas, and
      to
      cause its employees, suppliers, shippers, customers and invitees to so abide
      and
      conform. Lessor or such other person(s) as Lessor may appoint shall have the
      exclusive control and management of the Common Areas and shall have the right
      from time to time to modify, amend and enforce said rules and regulations.
      Lessor shall not be responsible to Lessee for the non-compliance with said
      rules
      and regulations by other lessees, their agents, employees and invitees of the
      Office Building Project.


**2.5
      Common Areas - Changes** .
      Lessor
      shall have the right, in Lessor's sole discretion, from time to
      time:


**(a)** To make
      changes to the Building interior and exterior and Common Areas, including,
      without limitation, changes in the location, size, shape, number, and appearance
      thereof, including but not limited to the lobbies, windows, stairways, air
      shafts, elevators, escalators, restrooms, driveways, entrances, parking spaces,
      parking areas, loading and unloading areas, ingress, egress, direction of
      traffic, decorative walls, landscaped areas and walkways; provided, however,
      Lessor shall at all time provide the parking facilities required by applicable
      law:


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


**(c)** To
      designate other land and improvements outside the boundaries of the Office
      Building Project to be a part of the Common Areas, provided that such other
      land
      and improvements have a reasonable and functional relationship to the Office
      Building Project;


**(d)** To add
      additional buildings and improvements to the Common Areas:


**(e)** To use
      the Common Areas while engaged in making additional improvements, repairs or
      alterations to the Office Building Project, or any portion thereof:


**(f)** To do
      and perform such other act and make such other changes in, to or with respect
      to
      the Common Areas and Office Building Project as Lessor may, in the exercise
      of
      sound business judgment deem to be appropriate.


Initials
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**3.
      TERM.**


**3.1
      Term** .
      The
      term Commencement Date and Termination Date of this Lease shall be as specified
      in paragraph 1.5 of the Basic Lease Provisions.


**3.2
      Delay in Possession.** Notwithstanding
      said Commencement Date, if for any reason Lessor cannot deliver possession
      of
      the Premises to Lessee on said date and subject to paragraph 32(b), Lessor
      shall
      not be subject to any liability therefor, nor shall such failure affect the
      validity of this Lease or the obligations of Lessee hereunder or extend the
      term
      hereof; but, in such case, Lessee shall not be obligated to pay rent or perform
      any other obligation of Lessee under the terms of this Lease, except as may
      be
      otherwise provided in this Lease, until possession of the Premises is tendered
      to Lessee, as hereinafter defined; provided, however, that if Lessor shall
      not
      have delivered possession of the Premises within sixty (60) days following
      said
      Commencement Date, as the same may be extended under the terms of a Work Letter
      executed by Lessor and Lessee, Lessee may, at Lessee's option by notice in
      writing to Lessor, within ten (10) days thereafter, cancel this Lease, in which
      event the parties shall be discharged from all obligations hereunder, provided
      however that as to Lessee's obligations, Lessee first reimburses Lessor for
      all
      costs incurred for Non-Standard improvements and as to Lessor's obligations,
      Lessor shall return any money previously deposited by Lessee (less any offsets
      due Lessor for Non-Standard Improvements); and provided further that if such
      written notice by Lessee is not received by Lessor within said ten (10) day
      period, Lessee's right to cancel this Lease hereunder shall terminate and be
      of
      no further force and effect.


**(a)
      Possession Tendered - Defined.** Possession of the Premises shall be deemed tendered to Lessee ("Tender of
      Possession") when (1) the improvements to be provided by Lessor under this
      Lease
      are substantially completed, (2) the Building utilities are ready for use in
      the
      Premises, and (3) Lessee has reasonable access to the Premises.


**(b)
      Delays Caused by Lessee.** There
      shall be no abatement of rent, and the sixty (60) day period following the
      Commencement Date before which Lessee's right to cancel this Lease accrues
      under
      paragraph 3.2, shall be deemed extended to the extent of any delays caused
      by
      acts or omissions of Lessee, Lessee's agents, employees and
      contractors.


**3.3
      Early Possession.** If
      Lessee occupies the Premises prior to said Commencement Date, such occupancy
      shall be subject to all provisions of this Lease, such occupancy shall not
      change the termination date, and Lessee shall not pay rent for such early
      occupancy.


**3.4
      Uncertain Commencement** .
      In the
      event commencement of the Lease term is defined as the completion of the
      improvements, Lessee and Lessor shall execute an amendment to this Lease
      establishing the date of Tender of Possession (as defined in paragraph 3.2(a)
      or
      the actual taking of possession by Lessee, whichever first occurs, as the
      Commencement Date.


**3.5
      Lessee Compliance.** Lessor
      shall not be required to tender possession of the Premises to Lessee until
      Lessee complies with its obligation to provide evidence of insurance (Paragraph
      8.3). Pending delivery of such evidence, Lessee shall be required to perform
      all
      of its obligations under this Lease from and after the Commencement Date,
      including the payment of Rent, notwithstanding Lessor's election to withhold
      possession pending receipt of such evidence of insurance. Further, if Lessee
      is
      required to perform any other conditions prior to or concurrent with the
      Commencement Date, the Commencement Date shall occur but Lessor may elect to
      withhold possession until such conditions are satisfied.





**4.
      RENT.**


**4.1
      Base Rent.** Subject
      to adjustment as provided in paragraph 1.7 and except as may be otherwise
      expressly provided in this Lease, Lessee shall pay to Lessor the Base Rent
      for
      the Premises set forth in paragraph 1.7 of the Basic Lease Provisions, without
      offset or deduction. Lessee shall pay Lessor upon execution hereof the advance
      Base Rent described in paragraph 1.8 of the Basic Lease provisions. Rent for
      any
      period during the term hereof which is for less than one month shall be prorated
      based upon the actual number of days of the calendar month involved. Rent shall
      be payable in lawful money of the United States to Lessor at the address stated
      herein or to such other persons or at such other places as Lessor may designate
      in writing


**4.2
      Operating Expenses** .
      Lessee
      shall pay to Lessor, in addition to Base Rent, the amount set forth in paragraph
      1.9 of the Basic Lease Provisions, as fixed Operating Expenses, without offset
      or deduction, and payable on the first day of each month in the manner described
      in paragraph 4.1.




**5.
      SECURITY DEPOSIT** .
      Lessee
      shall deposit with Lessor upon execution hereof the Security Deposit as security
      for Lessee's faithful performance of its obligations under this Lease. If Lessee
      fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use,
      apply
      or retain all or any portion of said Security Deposit for the payment of any
      amount due Lessor, including late charges, or to reimburse or compensate Lessor
      for any liability, expense, loss or damage which Lessor may suffer or incur
      by
      reason thereof. If Lessor uses or applies all or any portion of said Security
      Deposit, Lessee shall within ten (10) days after written request therefor
      deposit monies with Lessor sufficient to restore said Security Deposit to the
      full amount required by this Lease. If the Base Rent increases during the term
      of this Lease, Lessee shall, upon written request from Lessor, deposit
      additional monies with Lessor so that the total amount of the Security Deposit
      shall at all times bear the same proportion to the increased Base Rent as the
      initial Security Deposit bore to the Initial Base Rent. Should the Use
      (Paragraph 1.4) be amended to accommodate a material change in the business
      of
      Lessee or to accommodate a sublessee or assignee, Lessor shall have the right
      to
      increase the Security Deposit to the extent necessary, in Lessor's reasonable
      judgment, to account for any increased wear and tear that the Premises may
      suffer as a result thereof. If a change in control of Lessee occurs during
      this
      Lease and following such change the financial condition of Lessee is, in
      Lessor's reasonable judgment, significantly reduced, Lessee shall deposit such
      additional monies with Lessor as shall be sufficient to cause the Security
      Deposit to be at a commercially reasonable level based on said change in
      financial condition. Lessor shall not be required to keep the Security Deposit
      separate from its general accounts. Within fourteen (14) days after the
      expiration or termination of this Lease, if Lessor elects to apply the Security
      Deposit only to unpaid Rent, and otherwise within thirty (30) days after the
      Premises have been vacated pursuant to Paragraph 7.2(b) below, Lessor shall
      return that portion of the Security Deposit not used or applied by Lessor.
      No
      part of the Security Deposit shall be considered to be held in trust, to bear
      interest or to be prepayment for any monies to be paid by Lessee under this
      Lease. It is specifically understood that Lessee shall have no right at any
      time
      to apply said Security Deposit, or any portion thereof, to any of its Rent
      obligations (including its last month’s Rent) or to any other sums due and
      payable by Lessee under this Lease.





**6.
      Use** .


**6.1
      Use.** The
      Premises shall be used and occupied only for the Use specified in Paragraph
      1.4,
      or any other legal use which is reasonably comparable thereto, and for no other
      purpose. Lessee shall not use or permit the use of the Premises in a manner
      that
      is unlawful, creates damage, waste or a nuisance, or that disturbs owners and/or
      occupants of, or causes damage to neighboring properties. Lessor shall not
      unreasonably withhold or delay its consent to any written request for a
      modification of the Use, so long as the same will not impair the structural
      integrity of the improvements on the Premises or the mechanical or electrical
      systems therein, or is not significantly more burdensome to the Premises. If
      lessor elects to withhold consent, Lessor shall within five (5) business days
      after such request give written notification of same, which notice shall include
      an explanation of Lessor = s
      objections to the change in use.


Initials
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**6.2
      Compliance.**


**(a)** Lessor
      warrants to Lessee that the Premises, in the state existing on the date that
      the
      Lease term commences, but without regard to alterations or improvements made
      by
      Lessee or the use for which Lessee will occupy the Premises, do not violate
      any
      covenants or restrictions of record in effect on such Lease term Commencement
      Date. In the event it is determined that this warranty has been violated, then
      it shall be the obligation of the Lessor, after written notice from Lessee,
      to
      promptly, at Lessor's sole cost and expense, rectify any such violation. In
      the
      event Lessee does not give to Lessor written notice of the violation of this
      warranty within six (6) months from the date that the Lease term commences,
      the
      correction of same shall be the obligation of the Lessee at Lessee's sole cost
      The warranty contained in this paragraph 6.2(a) shall be of no force or effect
      if, prior to the date of this Lease, Lessee was an owner or occupant of the
      Premises and, in such event, Lessee shall correct any such violation at Lessee's
      sole cost.


**(b** )
      Except
      as provided in paragraph 6.2(a), Lessee shall, at Lessee's expense, promptly
      comply with all applicable statutes (including Americans with Disabilities
      Act
      and O.S.H.A.), ordinances, rules, regulations, orders, covenants and
      restrictions of record, and requirements of any fire insurance underwriters
      or
      rating bureaus, now in effect or which may hereafter come into effect, whether
      or not they reflect a change in policy from that now existing, during the term
      or any part of the term hereof, relating in any manner to the Premises and
      the
      occupation and use by Lessee of the Premises. Lessee shall conduct its business
      in a lawful manner and shall not use or permit the use of the Premises or the
      Common Area in any manner that will tend to create waste or a nuisance or shall
      tend to disturb other occupants of the Office Building Project.


**6.3
      Condition of Premises.**


**(a)** Lessee
      warrants to Lessor that Lessee has conducted a thorough inspection of the
      Premises including, without limitation, the plumbing, lighting, air
      conditioning, and heating system, and Lessee accepts the Premises in the
      condition existing on the Commencement Date.


**(b)** Except
      as otherwise provided in this Lease, Lessee hereby accepts the Premises and
      the
      Office Building Project in their condition existing as of the Lease Commencement
      Date or the date that Lessee takes possession of the Premises, whichever is
      earlier, subject to all applicable zoning, municipal, county and state laws,
      ordinances and regulations governing and regulating the use of the Premises,
      and
      any easements, covenants or restrictions of record, and accepts this Lease
      subject thereto and to all matters disclosed thereby and by any exhibits
      attached hereto. Lessee acknowledges that it has satisfied itself by its own
      independent investigation that the Premises are suitable for its intended use,
      and that neither Lessor nor Lessor's agent or agents has made any representation
      or warranty as to the present or future suitability of the Premises, Common
      Areas or Office Building Project for the conduct of Lessee's
      business.


**6.4
      Waste Nuisance.** Lessee
      shall not use the premises in any manner that will constitute waste, nuisance,
      or unreasonable annoyance (including, without limitation, unreasonable noise,
      the use of loudspeakers or sound or light apparatus that can be heard or seen
      outside the Premises) to other tenants in the Building or occupants of
      neighboring properties. Lessee shall not use the Premises for vehicle repair,
      sleeping, washing clothes, cooking, or the preparation, manufacturing or mixing
      of anything that might emit any odor or objectionable noises or lights into
      the
      Building or onto neighboring properties.





**7.
      MAINTENANCE, REPAIRS, ALTERATIONS AND COMMON AREA
      SERVICES.**


**7.1
          Lessor's Obligations** .
          Lessor
          shall keep the Office Building Project, including the Premises, interior
          and exterior
          walls, roof and Common Areas, whether used exclusively for the Premises
          or in
          common with other Premises, in good condition and repair; provided, however,
          Lessor shall not be obligated to paint, repair or replace wall coverings,
          or to
          repair or replace any improvements that are not ordinarily a part of the
          Building. Except as provided in paragraph 9.5, there shall be no abatement
          of
          rent or liability of Lessee on account of any injury or interference with
          Lessee's business with respect to any improvements, alterations or repairs
          made
          by Lessor to the Office Building Project or any part thereof. Lessee expressly
          waives the benefits of any statute now or hereafter in effect which would
          otherwise afford Lessee the right to make repairs at Lessor's expense or
          to
          terminate this Lease because of Lessor's failure to keep the Premises in
          good
          order, condition and repair.


**7.2
      Lessee's Obligations.**


**(a)** Notwithstanding Lessor's obligation to keep the Premises in good condition
      and
      repair, Lessee shall be responsible for payment of the cost thereof to Lessor
      as
      additional rent for that portion of the cost of any maintenance and repair
      of
      the Premises, or any equipment (wherever located) that serves only Lessee or
      the
      Premises, to the extent such cost is attributable to causes beyond normal wear
      and tear. Lessee shall be responsible for the cost of painting, repairing or
      replacing wall coverings, and to repair or replace any Premises improvements
      that are not ordinarily a part of the Building. Lessor may, at its option,
      upon
      reasonable notice, perform such maintenance or repair at Lessee’s cost that is
      otherwise Lessee's responsibility hereunder.


**(b)** On the
      last day of the term hereof, or on any sooner termination, Lessee shall
      surrender the Premises to Lessor in the same condition as received, ordinary
      wear and tear excepted, clean and free of debris. Any damage or deterioration
      of
      the Premises shall not be deemed ordinary wear and tear if the same could have
      been prevented by good maintenance practices by Lessee. Lessee shall repair
      all
      penetrations and damage (including markings to walls and stains in carpet).
      Lessee shall repair any damage to the Premises occasioned by the installation
      or
      removal of Lessee's trade fixtures, alterations, furnishings and equipment.
      Except as otherwise stated in this Lease, Lessee shall leave the air lines,
      power panels, electrical distribution systems, lighting fixtures, air
      conditioning, window coverings, wall coverings, carpets, wall paneling, ceilings
      and plumbing on the Premises in good operating condition. Should Lessee fail
      to
      surrender the Premises in the condition described herein, it is agreed and
      understood that Lessor may elect to deem the lease as a holdover lease pursuant
      to Paragraph 25 herein and Lessee shall pay rent at the rate set forth in such
      Paragraph 25.


**7.3
      Alterations and Additions.**


**(a)** Lessee
      shall not, without Lessor's prior written consent, make any alterations,
      improvements, additions, Utility Installations or repairs in, on or about the
      Premises, or the Office Building Project. As used in this paragraph 7.3, the
      term "Utility Installation" shall mean carpeting, window and wall coverings,
      power panels, electrical distribution systems, lighting fixtures, air
      conditioning, plumbing, and telephone and telecommunication wiring and
      equipment. At the expiration of the term, Lessor may elect ownership or require
      the removal of any or all of said alterations, improvements, additions or
      Utility Installations, and the restoration of the Premises and the Office
      Building Project to their prior condition, at Lessee's expense. Should Lessor
      permit Lessee to make its own alterations, improvements, additions or Utility
      Installations, Lessee shall use only such contractor as has been expressly
      approved by Lessor, and Lessor may require Lessee to provide Lessor, at Lessee's
      sole cost and expense, a lien and completion bond in an amount equal to one
      and
      one-half times the estimated cost of such improvements, to insure Lessor against
      any liability for mechanic's and materialmen's liens and to insure completion
      of
      the work. Should Lessee make any alterations, improvements, additions or Utility
      Installations without the prior approval of Lessor, or use a contractor not
      expressly approved by Lessor, Lessor may, at any time during the term of this
      Lease, require that Lessee remove any part or all of the same.




Initials
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**(b)** Any
      alterations, improvements, additions or Utility Installations in or about the
      Premises or the Office Building Project that Lessee shall desire to make shall
      be presented to Lessor in written form, with proposed detailed plans. If Lessor
      shall give its consent to Lessee's making such alterations, improvements,
      additions or Utility Installations, the consent shall be deemed conditioned
      upon
      Lessee acquiring a permit to do so from the applicable governmental agencies,
      furnishing a copy thereof to Lessor prior to the commencement of the work,
      and
      compliance by Lessee with all conditions of said permit in a prompt and
      expeditious manner.


**(c)** Lessee
      shall pay, when due, all claims for labor or materials furnished or alleged
      to
      have been furnished to or for Lessee or for use in the Premises, which claims
      are or may be secured by any mechanic's or materialmen's lien against the
      Premises, the Building or the Office Building Project, or any interest
      therein.


**(d)** Lessee
      shall give Lessor not less than ten (10) days notice prior to the commencement
      of any work in the Premises by Lessee, and Lessor shall have the right to post
      notices of non-responsibility in or on the Premises or the Building as provided
      by law. If Lessee shall, in good faith, contest the validity of any such lien,
      claim or demand, then Lessee shall, at its sole expense, defend itself and
      Lessor against the same and shall pay and satisfy any such adverse judgment
      that
      may be rendered thereon before the enforcement thereof against the Lessor or
      the
      Premises, the Building or the Office Building Project, upon the condition that
      if Lessor shall require, Lessee shall furnish to Lessor a surety bond
      satisfactory to Lessor in an amount equal to such contested lien claim or demand
      indemnifying Lessor against liability for the same and holding the Premises,
      the
      Building and the Office Building Project free from the effect of such lien
      or
      claim. In addition, Lessor may require Lessee to pay Lessor's reasonable
      attorneys' fees and costs in participating in such action if Lessor shall decide
      it is to Lessor's best interest so to do.


**(e** )
      All
      alterations, improvements, additions and Utility Installations (whether or
      not
      such Utility Installations constitute trade fixtures of Lessee), which may
      be
      made to the Premises by Lessee, including but not limited to, floor coverings,
      paneling, doors, drapes, built-ins, moldings, sound attenuation, and lighting
      and telephone or communication systems, conduit, wiring and outlets, shall
      be
      made and done in a good and workmanlike manner and of good and sufficient
      quality and materials and shall be the property of Lessor and remain upon and
      be
      surrendered with the Premises at the expiration of the Lease term, unless Lessor
      requires their removal pursuant to paragraph 7.3(a). Provided Lessee is not
      in
      default, notwithstanding the provisions of this paragraph 7.3(e), Lessee's
      personal property and equipment, other than that which is affixed to the
      Premises so that it cannot be removed by Lessee subject to the provisions of
      paragraph 7.2.


**(f)** Lessee
      shall provide Lessor with as-built plans and specifications for any alterations,
      improvements, additions or Utility Installations.


**7.4
      Utility Additions** .
      Lessor
      reserves the right to install new or additional utility facilities throughout
      the Office Building Project for the benefit of Lessor or Lessee, or any other
      lessee of the Office Building Project, including, but not by way of limitation,
      such utilities as plumbing, electrical systems, communication systems, and
      fire
      protection and detection systems, so long as such installations do not
      unreasonably interfere with Lessee's use of the Premises.





**8.
      INSURANCE; INDEMNITY.**


**8.1
      Liability Insurance.**


**(a)**  **Carried
      by Lessee.** Lessee
      shall obtain and keep in force a Commercial General Liability Policy of
      Insurance protecting Lessee and Lessor as an additional insured against claims
      for bodily injury, personal injury and property damage based upon or arising
      out
      of the ownership, use, occupancy or maintenance of the Premises and all areas
      appurtenant thereto. Such insurance shall be on an occurrence basis providing
      single limit coverage in an amount not less than $2,000,000 per occurrence
      with
      an " **Additional
      Insured-Managers and Lessors of Premises Endorsement"** and
      contain the **"Amendment
      of the Pollution Exclusion Endorsement"** for
      damage caused by heat, smoke or fumes from a hostile fire. The Policy shall
      not
      contain any Insured exclusions as between Insured persons or organizations,
      but
      shall include coverage for liability assumed under this Lease as an "insured
      contract" for the performance of Lessee's indemnity obligations under this
      Lease. The limits of said insurance shall not, however, limit the liability
      of
      Lessee nor relieve Lessee of any obligation hereunder. All insurance carried
      by
      Lessee shall be primary to and not contributory with any similar insurance
      carried by Lessor, whose insurance shall be considered excess insurance only.


**(b)
      Carried by Lessor** .
      All
      insurance maintained by Lessor shall be for the sole benefit of Lessor and
      under
      Lessor's sole control.


**(1)
      Property Insurance** .
      Lessor
      agrees to maintain property insurance insuring the Building against damage
      or
      destruction due to risks including fire, vandalism and malicious mischief in
      an
      amount not less than the replacement cost thereof in the form and with
      deductibles and endorsements as selected by Lessor At its election, Lessor
      may
      instead obtain "All Risk" coverage, and may also obtain earthquake, pollution,
      and/or flood insurance in amounts selected by Lessor.


**(2)
      Optional Insurance** .
      Lessor,
      at Lessor's option, may also carry insurance against loss of rent, in an amount
      equal to the amount of Base Rent and Additional Rent that Lessor could be
      required to abate to all Building tenants in the event of condemnation, damage
      or destruction for a period of twelve (12) months. Lessor may also carry such
      other insurance, as Lessor may deem prudent or advisable, including, without
      limitation, liability insurance in such amounts and on such terms, as Lessor
      shall determine. Lessor shall not be obligated to insure any furniture,
      machinery, goods, inventory or supplies which Tenant may keep or maintain in
      the
      Premises, or any leasehold improvements, additions or alterations within the
      Premises.


**(c)
      Adjacent Premises** .
      If the
      Premises are part of a larger building, or of a group of buildings owned by
      Lessor which are adjacent to the Premises, the Lessee shall pay for any increase
      in the premiums for the property insurance of such building or buildings if
      said
      increase is caused by Lessee's acts, omissions, use or occupancy of the
      Premises.


**8.2
      Lessee's Property/Business Interruption Insurance.**


**(a)
      Property Damage** .
      Lessee
      shall obtain and maintain insurance coverage on all of Lessee's personal
      property, Trade Fixtures, and Lessee Owned Alterations and Utility
      Installations. Such insurance shall be full replacement cost coverage with
      a
      deductible of not to exceed $1,000 per occurrence. The proceeds from any such
      insurance shall be used by Lessee for the replacement of personal property,
      Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee
      shall provide Lessor with written evidence that such insurance is in
      force.


**(b)
      Business Interruption** .
      Lessee
      shall obtain and maintain loss of income and extra expense insurance in amounts
      as will reimburse Lessee for direct or indirect loss of earnings attributable
      to
      all perils commonly insured against by prudent lessees in the business of Lessee
      or attributable to prevention of access to the Premises as a result of such
      perils.


**(c)
      No Representation of Adequate Coverage** .
      Lessor
      makes no representation that the limits or forms of coverage of insurance
      specified herein are adequate to cover Lessee's property, business operations
      or
      obligations under this Lease.


**8.3
      Insurance Policies** .
      Insurance required herein shall be by companies duly licensed or admitted to
      transact business in the state where the Premises are located, and maintaining
      during the policy term a "General Policyholders Rating" of at least A-, V,
      as
      set forth in the most current issue of "Best's Insurance Guide @ or such
      other rating as may be required by a Lender. Lessee shall not do or permit
      to be
      done anything that invalidates the required insurance policies. Lessee shall,
      prior to the Start Date, deliver to Lessor certified copies of policies of
      such
      insurance or certificates evidencing the existence and amounts of the required
      insurance. No such policy shall be cancelable or subject to modification except
      after thirty (30) days prior written notice to Lessor. Lessee shall, at least
      thirty (30) days prior to the expiration of such policies, furnish Lessor with
      evidence of renewals or "insurance binders" evidencing renewal thereof, or
      Lessor may order such insurance and charge the cost thereof to Lessee, which
      amount shall be payable by Lessee to Lessor upon demand. Such policies shall
      be
      for a term of at least one year, or the length of the remaining term of this
      Lease, whichever is less.




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**8.4
      Waiver of Subrogation** .
      Without
      affecting any other rights or remedies, Lessee and Lessor each hereby release
      and relieve the other, and waive their entire right to recover damages against
      the other, for loss of or damage to its property arising out of or Incident
      to
      the perils required to be insured against herein The effect of such releases
      and
      waivers is not limited by the amount of insurance carried or required, or by
      any
      deductibles applicable hereto. The Parties agree to have their respective
      property damage insurance carriers waive any right to subrogation that such
      companies may have against Lessor or Lessee, as the case may be, so long as
      the
      insurance is not invalidated thereby.


**8.5
      Indemnity** .
      Except
      for Lessor's gross negligence or willful misconduct, Lessee shall indemnify,
      protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's
      master or ground lessor, partners and Lenders, from and against any and all
      claims, loss of rents and/or damages, liens, judgments, penalties, attorneys'
      and consultants' fees, expenses and/or liabilities arising out of, involving,
      or
      in connection with the use and/or occupancy of the Premises by Lessee. If any
      action or proceeding is brought against Lessor by reason of any of the foregoing
      matters, Lessee shall upon notice defend the same at Lessee's expense by counsel
      reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in
      such
      defense. Lessor need not have first paid any such claim in order to be defended
      or indemnified.


**8.6
      Exemption of Lessor from Liability** .
      Lessor
      shall not be liable for injury or damage to the person or goods, wares,
      merchandise or other property of Lessee, Lessee's employees, contractors,
      invitees, customers, or any other person in or about the Premises, whether
      such
      damage or injury is caused by or results from fire, steam, electricity, gas,
      water/moisture intrusion, mold or rain, or from the breakage, leakage,
      obstruction or other defects of pipes, fire sprinklers, wires, appliances,
      plumbing, HVAC or lighting fixtures, or from any other cause, whether the said
      injury or damage 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
      or places, as a result of Lessor’s active or passive negligence. Lessor shall
      not be liable for any damages arising from any act or neglect of any other
      tenant of Lessor. Notwithstanding Lessor's negligence (active or passive) or
      breach of this Lease, Lessor shall under no circumstances be liable for injury
      to Lessee's business or for any loss of income or profit therefrom.





**9.
      DAMAGE OR DESTRUCTION.**


**9.1
      Definitions.**


**(a)** "Premises Damage" shall mean if the Premises are damaged or destroyed to any
      extent.


**(b)** "Premises Building Partial Damage" shall mean if the Building of which the
      Premises are a part is damaged or destroyed to the extent that the cost to
      repair is less than fifty percent (50%) of the then Replacement Cost of the
      building.


**(c)** "Premises Building Total Destruction" shall mean if the Building of which the
      Premises are a part is damaged or destroyed to the extent that the cost to
      repair is fifty percent (50%) or more of the then Replacement Cost of the
      Building.


**(d)** "Office
      Building Project Buildings" shall mean all of the buildings on the Office
      Building Project site.


**(e)** "Office
      Building Project Buildings Total Destruction" shall mean if the Office Building
      Project Buildings are damaged or destroyed to the extent that the cost of repair
      is fifty percent (50%) or more of the then Replacement Cost of the Office
      Building Project Buildings.


**(f)** "Insured
      Loss" shall mean damage or destruction that was caused by an event required
      to
      be covered by the insurance described in paragraph 8. The fact than an Insured
      Loss has a deductible amount shall not make the loss an uninsured
      loss.


**(g)** "Replacement
      Cost" shall mean the amount of money necessary to be spent in order to repair
      or
      rebuild the damaged area to the condition that existed immediately prior to
      the
      damage occurring, excluding all improvements made by Lessee, other than those
      installed by Lessor at Lessee's expense.


**9.2
      Premises Damage; Premises Building Partial Damage.**


**(a)**  **Insured
      Loss:** Subject
      to the provisions of paragraphs 9.4 and 9.5, if at any time during the term
      of
      this Lease there is damage which is an Insured Loss and which falls into the
      classification of either Premises Damage or Premises Building Partial Damage,
      then Lessor shall, as soon as reasonably possible and to the extent the required
      materials and labor are readily available through usual commercial channels,
      at
      Lessor's expense repair such damage (but not Lessee's fixtures, equipment or
      tenant improvements originally paid for by Lessee) to its condition existing
      at
      the time of the damage, and this Lease shall continue in full force and
      effect.


**(b)
      Uninsured Loss** :
      Subject
      to the provisions of paragraphs 9.4 and 9.5, if at any time during the term
      of
      this Lease there is damage which is not an Insured Loss and which falls within
      the classification of Premises Damage or Premises Building Partial Damage,
      unless caused by a negligent or willful act of Lessee (in which event Lessee
      shall make the repairs at Lessee's expense), which damage prevents Lessee from
      making any substantial use of the Premises, Lessor may at Lessor's option either
      (i) repair such damage as soon as reasonably possible at Lessor's expense,
      in
      which event this Lease shall continue in full force and effect, or (ii) give
      written notice to Lessee within thirty (30) days after the date of the
      occurrence of such damage of Lessor's intention to cancel and terminate this
      Lease as of the date of the occurrence of such damage, in which event this
      Lease
      shall terminate as of the date of the occurrence of such damage.


**9.3
      Premises Building Total Destruction; Office Building Project Buildings Total
      Destruction.** Subject
      to the provisions of paragraphs 9.4 and 9.5, if at any time during the term
      of
      this Lease there is damage, whether or not it is an Insured Loss, which falls
      into the classification of either (i) Premises Building Total Destruction,
      or
      (ii) Office Building Project Buildings Total Destruction, then Lessor may at
      Lessor = s
      option
      either (i) repair such damage or destruction as soon as reasonably possible
      at
      Lessor = s
      expense
      (to the extent the required materials are readily available through usual
      commercial channels) to its conditions existing at the time of the damage,
      but
      not Lessee = s
      fixtures, equipment or tenant improvements, and this Lease shall continue in
      full force and effect, or (ii) give written notice to Lessee within thirty
      (30)
      days after the date of occurrence of such damage of Lessor = s
      intention to cancel and terminate this Lease, in which case this Lease shall
      terminate as of the date of the occurrence of such damage.


**9.4
      Damage Near End of Term.**


**(a)** Subject
      to paragraph 9.4(b), if at any time during the last twelve (12) months of the
      term of this Lease there is substantial damage to the Premises, Lessor may
      at
      Lessor's option cancel and terminate this Lease as of the date of occurrence
      of
      such damage by giving written notice to Lessee of Lessor's election to do so
      within 30 days after the date of occurrence of such damage.


**(b)** Notwithstanding paragraph 9.4(a), in the event that Lessee has an option to
      extend or renew this Lease, and the time within which said option may be
      exercised has not yet expired, Lessee shall exercise such option, if it is
      to be
      exercised at all, no later than twenty (20) days after the occurrence of an
      Insured Loss falling within the classification of Premises Damage during the
      last twelve (12) months of the term of this Lease. If Lessee duly exercises
      such
      option during said twenty (20) day period, Lessor shall, at Lessor's expense,
      repair such damage, but not Lessee's fixtures, equipment or tenant improvements,
      as soon as reasonably possible and this Lease shall continue in full force
      and
      effect. If Lessee fails to exercise such option during said twenty (20) day
      period, then Lessor may at Lessor's option terminate and cancel this Lease
      as of
      the expiration of said twenty (20) day period, notwithstanding any term or
      provision in the grant of option to the contrary.


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**9.5
      Abatement of Rent; Lessee's Remedies.**


**(a)** In the
      event Lessor repairs or restores the Building or Premises pursuant to the
      provisions of this paragraph 9, and any part of the Premises is not usable
      (including loss of use due to loss of access or essential services), the rent
      payable hereunder (including Operating Expenses) for the period during which
      such damage, repair or restoration continues shall be abated, provided (i)
      the
      damage was not the result of the negligence of Lessee, and (ii) such abatement
      shall only be to the extent the operation and profitability of Lessee's business
      as operated from the Premises is adversely affected . Except for said abatement
      of rent, if any, Lessee shall have no claim against Lessor for any damage
      suffered by reason of any such damage, destruction, repair or
      restoration.


**(b)** If
      Lessor shall be obligated to repair or restore the Premises or the Building
      under the provisions of this Paragraph 9 and shall not commence such repair
      or
      restoration within ninety (90) days after such occurrence, or if Lessor shall
      not complete the restoration and repair within six (6) months after such
      occurrence, Lessee may at Lessee's option cancel and terminate this Lease by
      giving Lessor written notice of Lessee's election to do so at any time prior
      to
      the commencement or completion, respectively, of such repair or restoration.
      In
      such event this Lease shall terminate as of the date of such
      notice.


**(c)** Lessee
      agrees to cooperate with Lessor in connection with any such restoration and
      repair, including but not limited to the approval and/or execution of plans
      and
      specifications required.


**9.6
      Termination-Advance Payments.** Upon
      termination of this Lease pursuant to this paragraph 9, an equitable adjustment
      shall be made concerning advance rent and any advance payments made by Lessee
      to
      Lessor. Lessor shall, in addition, return to Lessor so much of Lessee's security
      deposit as has not theretofore been applied by Lessor.


**9.7
      Waiver** .
      Lessor
      and Lessee waive the provisions of any statute that relates to termination
      of
      leases when leased property is
      destroyed and agree that such event shall be governed by the terms of this
      Lease.





**10.
      [INTENTIONALLY LEFT BLANK]**





**11.
      UTILITIES.**


**11.1
      Services Provided by Lessor** .
      Lessor
      shall provide heating, ventilation, air conditioning, and janitorial service
      as
      reasonably required, reasonable amounts of electricity for normal lighting
      and
      office machines during the days/hours set forth in subparagraph 11. 3, water
      for
      reasonable and normal drinking and lavatory use, and replacement light bulbs
      and/or florescent tubes and ballasts for standard overhead fixtures. In the
      event the cost of electricity for any single month(s) during the term of the
      Lease exceeds the cost of electricity for the same month of the preceding year
      by fifteen percent (15%), then such cost of electricity exceeding the fifteen
      percent (15%) shall be paid by Lessee in conjunction with and in the same manner
      as Base Rent.


**11.2
      Services Exclusive to Lessee** .
      Lessee
      shall pay for all water, gas, heat, light, power, telephone and other utilities
      and services specially or exclusively supplied and/or metered exclusively to
      the
      Premises or to Lessee, together with any taxes thereon. If any such services
      are
      not separately metered to the Premises, Lessee shall pay at Lessor's option
      a
      reasonable proportion to be determined by Lessor of all charges jointly metered
      with other premises in the Building.


**11.3
      Hours of Service** .
      Said
      services and utilities shall be provided Monday through Friday, 7:00 a.m. to
      7:00 p.m. "Standard Usage" is four (4) watts per square foot (based on
      "rentable" square footage) per hour excluding general building HVAC during
      hours
      of service. All usage of services and utilities on days or hours other than
      Monday through Friday, 7:00 a.m. to 7:00 p.m. shall be defined as "After Hours
      Usage." Lessee agrees to pay Lessor, as additional rent, the sum of $15.00
      per
      hour billed in increments of one (1) hour for all After Hour standard usage
      of
      services and utilities. Charges for such After Hour usages shall be reflected
      in
      the monthly statement to Lessee and shall be paid each month in conjunction
      with
      base rent pursuant to paragraph 4.1.


**11.4
      Excess Usage by Lessee** .
      Lessee
      shall not make connection to the utilities except by or through existing outlets
      and shall not install or use machinery or equipment in or about the Premises
      that uses excess water, lighting or power, or suffer or permit any act that
      causes extra burden upon the utilities or services, including but not limited
      to
      security services, over Standard Usage for the Office Building Project. Lessor
      shall require Lessee to reimburse Lessor for any excess expenses or costs that
      may arise out of a breach of this subparagraph by Lessee. Lessor may, in its
      sole discretion, install at Lessee's expense supplemental equipment and/or
      separate metering applicable to Lessee's excess usage or loading. It is agreed
      and understood that all costs (including, without limitation, costs incurred
      in
      determining excess usage) incident to excess usage shall be paid by
      Lessee.


**11.5
      Interruptions** .
      There
      shall be no abatement of rent and Lessor shall not be liable in any respect
      whatsoever for the inadequacy, stoppage, interruption or discontinuance of
      any
      utility or service due to riot, strike, labor dispute, breakdown, accident,
      repair or other cause beyond Lessor's reasonable control or in cooperation
      with
      governmental request or directions.





**12.
      ASSIGNMENTS AND SUBLETTING.**


**12.1
      Lessor's Consent Required.**


**(a** )
      Lessee
      shall not voluntarily or by operation of law assign, sublet, transfer, mortgage
      or encumber all or any part of Lessee = s
      interest in this Lease or in the Premises without Lessor = s
      prior
      written consent. **** A change
      in the control of Lessee whether by way of merger, sale, acquisition, financing,
      transfer, leveraged buy-out or otherwise, shall require Lessor = s
      prior
      written consent. Any such assignment, sublet, transfer, mortgage, encumbrance
      or
      change in control of Lessee is hereafter collectively referred to as **A** **Assignment
      or Subletting.** **@**


**(b)** An
      Assignment or Subletting without written consent shall, at Lessor's option,
      be a
      Default curable after notice per Paragraph 13.1(c), or a noncurable Breach
      without the necessity of any notice and grace period. If Lessor elects to treat
      such unapproved Assignment or Subletting as a noncurable Breach, Lessor may
      either (i) terminate this Lease, or (ii) upon thirty (30) days written notice,
      increase the monthly Base Rent to one hundred ten percent (110%) of the current
      market rent for new leases. Further, in the event of such Breach and rental
      adjustment (i) the purchase price of any option to purchase the Premises held
      by
      Lessee shall be subject to similar adjustment to one hundred ten percent (110%)
      of the price previously in effect and (ii) all fixed and non-fixed rental
      adjustments scheduled during the remainder of the Lease term shall be increased
      to One Hundred Ten Percent (110%) of the current market rent for new
      leases.


**(c)** Lessor
      and Lessee hereby acknowledge that Lessor's disapproval of any proposed
      Assignment or Subletting pursuant to Paragraph 12 shall be deemed reasonably
      withheld if based upon any reasonable factor, including, without limitation,
      any
      or all of the following factors:


**(i)** The
      proposed Assignment or Subletting would result in more than two subleases of
      portions of the Premises being in effect at any one time during the
      Term;




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**(ii)** The net
      effective rent payable by the Assignee or Sublessee (adjusted on a rentable
      square foot basis) is less than the net effective rent then being quoted by
      Lessor for new leases in the Building for comparable size space for a comparable
      period of time;


**(iii)** The
      proposed Assignee or Sublessee is an existing tenant of the Project or is
      negotiating with Lessor (or has negotiated with Lessor in the last six (6)
      months) for space in the Project;


**(iv)** The
      proposed Assignee or Sublessee is a governmental entity;


**(v)** The
      portion of the Premises to be assigned or sublet is irregular in shape with
      inadequate means of ingress and egress;


**(vi)** The use
      of the Premises by the Assignee or Sublessee;


**(aa)** Is not
      permitted by the use provisions hereof; or


**(bb)** Violates
      any exclusive use granted by Lessee to another tenant in the
      Building;


**(vii)** The
      Assignment or Subletting would likely result in a significant increase in the
      use of the parking areas or Common Areas by the Assignee's or
      Subtenant = s
      employees or visitors, and/or significantly increase the demand upon utilities
      and services to be provided by Lessor to the Premises;


**(viii)** The
      Assignee or Sublessee does not have the financial capacity to fulfill the
      obligations imposed by the Assignment or Subletting;


**(ix)** The
      Assignee or Sublessee is not in Lessee's reasonable opinion of reputable or
      good
      character or consistent with Lessee's desired tenant mix; or


**(x)** Lessee
      is in default or breach under this Lease as defined in Paragraph 13.1.


**12.2
      Terms and Conditions Applicable to Assignment and
      Subletting.**


**(a)** Regardless
      of Lessor's consent, any Assignment or Subletting shall not (i) be effective
      without the express written assumption by such Assignee or Sublessee of the
      obligations of Lessee under this Lease; (ii) release Lessee of any obligations
      hereunder; or (iii) alter the primary liability of Lessee for the payment of
      Rent or for the performance of any other obligations to be performed by
      Lessee.


**(b)** Lessor
      may accept Rent or performance of Lessee's obligations from any person other
      than Lessee pending approval or disapproval of an Assignment. Neither a delay
      in
      the approval or disapproval of such Assignment nor the acceptance of Rent or
      performance shall constitute a waiver or estoppel of Lessor's right to exercise
      its remedies for Lessee's Default or Breach.


**(c)** Lessor's
      consent to any Assignment or Subletting shall not constitute consent to any
      subsequent Assignment or Subletting.


**(d)** In the
      event of any Default or Breach by Lessee, Lessor may proceed directly against
      Lessee, any Guarantors or anyone else responsible for the performance of
      Lessee's obligations under this Lease, including any Assignee or Sublessee,
      without first exhausting Lessor's remedies against any other person or entity
      responsible therefore to Lessor, or any security held by Lessor.


**(e)** Each
      request for consent to an Assignment or Subletting shall be in writing,
      accompanied by information relevant to Lessor's determination as to the
      financial and operational responsibility and appropriateness of the proposed
      Assignee or Sublessee, including but not limited to the intended use and/or
      required modification of the Premises, if any, together with a fee of $1,000
      or
      ten percent (10%) of the current monthly Base Rent applicable to the portion
      of
      the Premises which is the subject of the proposed Assignment or Sublease,
      whichever is greater, as consideration for Lessor's considering and processing
      said request. Lessee agrees to provide Lessor with such other or additional
      information and/or documentation as may be reasonably requested.


**(f)** Any
      Assignee of, or Sublessee under, this Lease shall, by reason of accepting such
      Assignment or entering into such Sublease, be deemed to have assumed and agreed
      to conform and comply with each and every term, covenant, condition and
      obligation herein to be observed or performed by Lessee during the term of
      said
      Assignment or Sublease, other than such obligations as are contrary to or
      inconsistent with provisions of an Assignment or Sublease to which Lessor has
      specifically consented in writing.


**12.3
      Additional Terms and Conditions Applicable to Subletting** .
      The
      following terms and conditions shall apply to any Subletting by Lessee of all
      or
      any part of the Premises and shall be deemed included in all subleases under
      this Lease whether or not expressly incorporated therein:


**(a)** Subject
      to paragraph 12.4, Lessee hereby assigns and transfers to Lessor all of Lessee's
      interest in all Rent payable on any Sublease, and Lessor may collect such Rent
      and apply same toward Lessee's obligations under this Lease; provided, however,
      that until a Breach shall occur in the performance of Lessee's obligations,
      Lessee may collect said Rent. Lessor shall not by reason of the foregoing or
      any
      Assignment of such sublease, nor by reason of the collection of Rent, be deemed
      liable to the Sublessee for any failure to Lessee to perform and comply with
      any
      of Lessee's obligations to such Sublessee. Lessee hereby irrevocably authorizes
      and directs any such Sublessee, upon receipt of a written notice from Lessor
      stating that a Breach exists in the performance of Lessee's obligations under
      this Lease, to pay to Lessor all Rent due and to become due under the Sublease.
      Sublessee shall rely upon any such notice from Lessor and shall pay all Rents
      to
      Lessor without any obligation or right to inquire as to whether such Breach
      exists, notwithstanding any claim from Lessee to the contrary.


**(b)** In the
      event of a Breach by Lessee, Lessor may, at its option, require Sublessee to
      attorn to Lessor, in which event Lessor shall undertake the obligations of
      the
      Sublessor under such Sublease from the time of the exercise of said option
      to
      the expiration of such Sublease; provided, however, Lessor shall not be liable
      for any prepaid rents or security deposit paid by such Sublessee to such
      Sublessor or for any prior Defaults or Breaches by such Sublessor.


**(c)** Any
      matter requiring the consent of the Sublessor under a Sublease shall also
      require the consent of Lessor.


**(d)** No
      Sublessee shall further assign or sublet all or any part of the Premises without
      Lessor's prior written consent.


**(e)** Lessor
      shall deliver a copy of any Notice of Default or Breach by Lessee to the
      Sublessee, who shall have the right to cure the Default of Lessee within the
      grace period, if any, specified in such notice The Sublessee shall have a right
      of reimbursement and offset from and against Lessee for any such Defaults cured
      by the Sublessee.


**(f)** Lessee
      and/or Sublessee shall be responsible for paying all costs associated with
      Subletting and not be entitled to credit such associated costs against rent
      (or
      other consideration) payable on any Sublease It is expressly understood and
      agreed that all rent (or other consideration) payable on any Sublease shall
      be
      paid to Lessor without offset or credit.


**12.4
      Additional Terms and Conditions Applicable to Assignment and Subletting.** It
      is the
      intent of the parties hereto that the Lease shall confer upon Lessee only the
      right to use and occupy the Premises and to exercise such other rights as are
      conferred upon Lessee by this Lease. The parties agree that this Lease is not
      intended to have a bonus or enhanced value to Lessee, nor to serve as a vehicle
      whereby Lessee may profit by a future assignment or sublet of this Lease of
      a
      right to use or occupy the Premises as a result of any favorable terms contained
      herein or any favorable changes in the market for commercial lease space. It
      is
      the intent of the parties that any such bonus or enhanced value that may attach
      to this Lease shall be and remain the exclusive property of the Lessor. In
      order
      to carry out this intent, in the event Lessee seeks to assign or transfer its
      interest in this Lease of the Premises, Lessor shall have the following options
      which may be exercised at its sole election, without limiting Lessor in the
      exercise of any other right or remedy at law or equity or under this Lease
      which
      Lessor may have by reason of such proposed assignment or sublet.





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**(a)** Lessor
      may terminate this Lease and release Lessee from any further rental obligations
      thereunder by sending Lessee written notice of such termination within forty
      -five (45) days after notice of intent to assign or sublet is deemed given
      by
      Lessee, provided, however, that Lessee may withdraw its notice of intent by
      written notice to Lessor at any time within ten (10) days after receipt by
      Lessee of Lessor = s
      notice
      of termination, in which event this Lease shall continue in full force and
      effect. If Lessor elects to terminate this Lease and if Lessee does not withdraw
      its notice of intent, Lessee shall surrender the Premises pursuant to the terms
      of this Lease, within sixty (60) days after notice of intent to transfer is
      deemed given by Lessee and on such date as designated by Lessor.


**(b)** Lessor
      may, within forty-five (45) days after notice of intent to assign or sublet
      is
      deemed given by Lessee, acquire the interest in this Lease and the Premises
      that
      Lessee proposed to assign or sublet, on the same terms and conditions as the
      proposed assignment or sublet.


**(c)** Lessor
      may consent to the proposed assignment or sublet, provided that as a condition
      to such consent, Lessor shall have the right to require that any and all rent
      paid by the assignee tenant or subtenant, including, without limitation, any
      rent in excess of the rentals to be paid under this Lease shall be paid directly
      to Lessor at the time and place specified in this Lease. For the purpose of
      this
      paragraph, the term A rent @ shall
      include any consideration of any kind received, or to be received from the
      assignee tenant or subtenant. If such sums are related to Lessee = s **** interest
      in the Lease or in the Premises, including, without limitation, expense
      reimbursements or advances, the value of services performed, key money, bonus
      money and/or payments for Lessee = s
      personal property in excess of the book value of such property. The term A personal
      property @ as used
      in this paragraph shall include, without limitation, assets, fixtures,
      inventories, accounts, good will, equipment, furniture, general intangibles,
      and
      any capital stock or other equity ownership interest of Lessee.




**DEFAULTS;
      BREACH; REMEDIES.**


**13.1
      Default; Breach.** A
      "Default" is defined as a failure by the Lessee to comply with or perform any
      of
      the terms, covenants, conditions or rules under this Lease. A "Breach" is
      defined as the occurrence of one or more of the following Defaults, and the
      failure of Lessee to cure such Default within any applicable grace
      period.


**(a)** The
      abandonment of the Premises; or the vacating of the Premises without providing
      a
      commercially reasonable level of security, and/or Security Deposit or where
      the
      coverage of the property insurance described in Paragraph 8.1 is jeopardized
      as
      a result thereof, or without providing reasonable assurances to minimize
      potential vandalism.


**(b)** The
      failure of Lessee to make any payment of Rent, Operating Expense, or any
      Security Deposit required to be made by Lessee hereunder, whether to Lessor
      or
      to a third party, when due, to provide reasonable evidence of insurance or
      surety bond, or to fulfill any obligation under this Lease which endangers
      or
      threatens life or property, where such failure continues for a period of three
      (3) days following written notice to Lessee.


**(c)** The
      failure by Lessee to provide (i) reasonable written evidence of compliance
      with
      Applicable Requirements, (ii) the service contracts, (iii) the rescission of
      an
      unauthorized Assignment or Subletting, (iv) a Tenancy Statement, (v) a requested
      subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii)
      any
      document requested under Paragraph 40 (easements), or (viii) any other
      documentation or information which Lessor may reasonably require of Lessee
      under
      the terms of this Lease, where any such failure continues for a period of three
      (3) days following written notice to Lessee.


**(d)** A
      Default by Lessee as to the terms, covenants, conditions or provisions of this
      Lease, or of the attached rules adopted hereunder including, without limitation,
      Vehicle Parking (Paragraph 2.2), Security Deposit (Paragraph 5), Use (Paragraph
      6), Maintenance and Alterations (Paragraphs 7.2, 7.3 and 7.4), Utilities
      (Paragraph 11), Assignment and Subletting (Paragraph 12), Lessor = s
      Access
      (Paragraph 32), Hazardous Substances (Paragraph 49), where such Default
      continues for a period of three (3) days after written notice.


**(e)** The
      occurrence of any of the following events: (i) the making of any general
      arrangement or assignment for the benefit of creditors; (ii) becoming a **A** **debtor** **@** as
      defined in 11 U.S.C. Sec. 101 or any successor statute thereto (unless, in
      the
      case of a petition filed against Lessee, the same is dismissed within sixty
      (60)
      days); (iii) the appointment of a trustee or receiver to take possession of
      substantially all of Lessee's assets located at the Premises or of Lessee's
      interest in this Lease, where possession is not restored to Lessee within thirty
      (30) days; or (iv) the attachment, execution or other judicial seizure of
      substantially all of Lessee's assets located at the Premises or of Lessee's
      interest in this Lease, where such seizure is not discharged within thirty
      (30)
      days; provided, however, in the event that any provision of this subparagraph
      (e) is contrary to any applicable law, such provision shall be of no force
      or
      effect, and not affect the validity of the remaining provisions.


**(f)** The
      discovery that any financial statement of Lessee or of any Guarantor given
      to
      Lessor was materially false.


**(g)** If the
      performance of Lessee's obligations under this Lease is guaranteed (i) the
      death
      of a Guarantor; (ii) the termination of a Guarantor's liability with respect
      to
      this Lease other than in accordance with the terms of such guaranty; (iii)
      a
      Guarantor's becoming insolvent or the subject of a bankruptcy filing; (iv)
      a
      Guarantor's refusal to honor the guaranty; or (v) a Guarantor's breach of its
      guaranty obligation on an anticipatory basis, and Lessee's failure, within
      sixty
      (60) days following written notice of any such event, to provide written
      alternative assurance or security, which, when coupled with the then existing
      resources of Lessee, equals or exceeds the combined financial resources of
      Lessee and the Guarantors that existed at the time of execution of this
      Lease.


**(h)** In the
      event Lessee has one or more additional leases for other premises in the Office
      Building Project, then it is acknowledged and agreed that a default under such
      additional lease(s) shall also constitute a default under this
      Lease.


**13.2
      Remedies.** If
      Lessee fails to perform any of its affirmative duties or obligations, within
      ten
      (10) days after written notice (or in case of an emergency, without notice),
      Lessor may, at its option, perform such duty or obligation on Lessee's behalf,
      including but not limited to the obtaining of reasonably required bonds,
      insurance policies, or governmental licenses, permits or approvals. The costs
      and expenses of any such performance by Lessor shall be due and payable by
      Lessee upon receipt of invoice therefore. If any check given to Lessor by Lessee
      shall not be honored by the bank upon which it is drawn, Lessor, at its option,
      may require all future payments to be made by Lessee to be by cashier's check.
      In the event of a Breach, Lessor may, with or without further notice or demand,
      and without limiting Lessor in the exercise of any right or remedy, which Lessor
      may have by reason of such Breach:


**(a)** Terminate Lessee's right to possession of the Premises by any lawful means,
      in
      which case this Lease shall terminate and Lessee shall immediately surrender
      possession to Lessor. In such event Lessor shall be entitled to recover from
      Lessee (i) the unpaid Rent which had been earned at the time of termination;
      (ii) the worth at the time of award of the amount by which the unpaid rent
      which
      would have been earned after termination until the time of award exceeds the
      amount of such rental loss that the Lessee proves could have been reasonably
      avoided; (iii) the worth at the time of award of the amount by which the unpaid
      rent for the balance of the term after the time of award exceeds the amount
      of
      such rental loss that the Lessee proves could be reasonably avoided: and (iv)
      any other amount necessary to compensate Lessor for all the detriment
      proximately caused by the Lessee's failure to perform its obligations under
      this
      Lease or which in the ordinary course of things would be likely to result
      therefrom, including but not limited to the cost of recovering possession of
      the
      Premises, expenses of reletting, including necessary renovation and alteration
      of the Premises, reasonable attorneys' fees, and that portion of any leasing
      commission paid by Lessor in connection with this Lease applicable to the
      unexpired term of this Lease. The worth at the time of award of the amount
      referred to in provision (iii) of the immediately preceding sentence shall
      be
      computed by discounting such amount at the discount rate of the Federal Reserve
      Bank of the District within which the Premises are located at the time of award
      plus one percent (1%). Efforts by Lessor to mitigate damages caused by Lessee's
      Breach of this Lease shall not waive Lessor's right to recover damages under
      Paragraph 12.If termination of this Lease is obtained through the provisional
      remedy of unlawful detainer, Lessor shall have the right to recover in such
      proceeding any unpaid Rent and damages as are recoverable therein, or Lessor
      may
      reserve the right to recover all or any part thereof in a separate suit. If
      a
      notice and grace period required under Paragraph 13.1 were not previously given,
      a notice to pay rent or quit, or to perform or quit given to Lessee under the
      unlawful detainer statute shall also constitute the notice required by Paragraph
      13.1. In such case, the applicable grace period required by Paragraph 13.1
      and
      the unlawful detainer statute shall run concurrently, and the failure of Lessee
      to cure the Default within the greater of the two such grace periods shall
      constitute both an unlawful detainer and a Breach of this Lease entitling Lessor
      to the remedies provided for in this Lease and/or by said statute.




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**(b)** Continue
      this Lease and Lessee's right to possession and recover the Rent as it becomes
      due, in which event Lessee may sublet or assign, subject only to reasonable
      limitations, as described in California Civil Code Section 1951.4. Acts of
      maintenance, efforts to re-let, and/or the appointment of a receiver to protect
      the Lessor's interests, shall not constitute a termination of the Lessee's
      right
      to possession.


**(c)** Pursue
      any other remedy now or hereafter available under the laws or judicial decisions
      of the state wherein the Premises are located. The expiration or termination
      of
      this Lease and/or the termination of Lessee's right to possession shall not
      relieve Lessee from liability under any indemnity provisions of this Lease
      as to
      matters occurring or accruing during the term hereof or by reason of Lessee's
      occupancy of the premises.


**13.3
      Inducement Recapture** .
      Any
      agreement for free or abated rent or other charges, or for the giving or paying
      by Lessor to or for Lessee of any cash or other bonus, inducement or
      consideration for Lessee's entering into this Lease, all of which concessions
      are hereinafter referred to as "Inducement Provisions," shall be deemed
      conditioned upon Lessee's full and faithful performance of all of the terms,
      covenants and conditions of this Lease. Upon Breach of this Lease by Lessee,
      any
      such Inducement Provision shall automatically be deemed deleted from this Lease
      and of no further force or effect, and any rent, other charge, bonus, inducement
      or consideration theretofore abated, given or paid by Lessor under such an
      inducement Provision shall be immediately due and payable by Lessee to Lessor,
      notwithstanding any subsequent cure of said Breach by Lessee The acceptance
      by
      Lessor of rent or the cure of the Breach which initiated the operation of this
      paragraph shall not be deemed a waiver by Lessor of the provisions of this
      paragraph unless specifically so stated in writing by Lessor at the time of
      such
      acceptance.


**13.4
      Late Charges** .
      Lessee
      hereby acknowledges that late payment by Lessee of Rent will cause Lessor 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, and late charges that may be imposed upon
      Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor
      within five (5) days after such amount shall be due, then, without any
      requirement for notice to Lessee, Lessee shall pay to Lessor a one-time late
      charge equal to six percent (6%) of each such overdue amount. The parties hereby
      agree that such late charge represents a fair and reasonable estimate of the
      costs Lessor will incur by reason of such late payment. Acceptance of such
      late
      charge by Lessor shall in no event constitute a waiver of Lessee's Default
      or
      Breach with respect to such overdue amount, nor prevent the exercise of any
      of
      the other rights and remedies granted hereunder. In the event that a late charge
      is payable hereunder, whether or not collected, for three (3) consecutive
      installments of Base Rent, then notwithstanding any provision of this Lease
      to
      the contrary, Base Rent shall, at Lessor's option, become due and payable
      quarterly in advance.


**13.5
      Returned Check Charges** .
      Lessee
      hereby acknowledges and agrees that a service charge of $50.00 will be assessed
      and charged to Lessee for each check that is returned because of insufficient
      funds.


**13.6
      Notice to Pay Rent Charge** .
      Lessee
      hereby acknowledges and agrees that a charge of $75.00 will be assessed and
      charged to Lessee for each Three Day Notice to Pay Rent or Quit (or other
      termination notice based on Default) served on Lessee.




**14.
      CONDEMNATION.** If the
      Premises or any portion thereof or the Office Building Project are taken under
      the power of eminent domain, or sold under the threat of the exercise of said
      power (all of which are herein called "condemnation"), this Lease shall
      terminate as to the part so taken as of the date the condemning authority takes
      title or possession, whichever first occurs; provided that if so much of the
      Premises or the Office Building Project are taken by such condemnation as would
      substantially and adversely affect the operation and profitability of Lessee's
      business conducted from the Premises, Lessee shall have the option, to be
      exercised only in writing within thirty (30) days after Lessor shall have given
      Lessee written notice of such taking (or in the absence of such notice, within
      thirty (30) days after the condemning authority shall have taken possession),
      to
      terminate this Lease as of the date the condemning authority takes such
      possession. If Lessee does not terminate this Lease in accordance with the
      foregoing, this Lease shall remain in full force and effect as to the portion
      of
      the Premises remaining, except that the rent shall be reduced in the proportion
      that the floor area of the Premises taken bears to the total floor area of
      the
      Premises, Common Areas taken shall be excluded from the Common Areas usable
      by
      Lessee and no reduction of rent shall occur with respect thereto or by reason
      thereof. Lessor shall have the option in its sole discretion to terminate this
      Lease as of the taking of possession by the condemning authority, by giving
      written notice to Lessee of such election within thirty (30) days after receipt
      of notice of a taking by condemnation of any part of the Premises or the Office
      Building Project Any award for the taking of all or any part of the Premises
      or
      the Office Building Project under the power of eminent domain or any diminution
      in value of the leasehold or for the taking of the fee, or as severance damages;
      provided, however, that Lessee shall be entitled to any separate award for
      loss
      of or damage to Lessee's trade fixtures, removable personal property and
      unamortized tenant improvements that have been paid for by Lessee. For that
      purpose the cost of such improvements shall be amortized over the original
      term
      of this Lease excluding any options. In the event that this Lease is not
      terminated by reason of such condemnation, Lessor shall to the extent of
      severance damages received by Lessor in connection with such condemnation,
      repair any damage to the Premises caused by such condemnation except to the
      extent that Lessee has been reimbursed therefor by the condemning authority.
      Lessee shall pay any amount in excess of such severance damages required to
      complete such repair.


**15.
      ESTOPPEL CERTIFICATE.**


**(a)** Each
      party (as A responding
      party @ )
      shall
      at any time upon not less than ten (10) days prior written notice from the
      other
      party ( A requesting
      party @ )
      execute, acknowledge and deliver to the requesting party a statement in writing
      (i) certifying that this Lease is unmodified and in full force and effect (or,
      if modified, stating the nature of such modification and certifying that this
      Lease, as so modified, is in full force and effect) and the date which the
      rent
      and other charges are paid in advance, if any, and (ii) acknowledging that
      there
      are not, to the responding party = s
      knowledge, any uncured defaults on the part of the requesting party, or
      specifying such defaults if any are claimed. Any such statement may be
      conclusively relied upon by any prospective purchaser or encumbrancer of the
      Office Building Project or of the business of Lessee.




Initials
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**(b)** At the
      requesting party = s
      option,
      the failure to deliver such statement within such time shall be a material
      default of this Lease by the party who is to respond, without any further notice
      to such party, or it shall be conclusive upon such party that (i) this Lease
      is
      in full force and effect, without modification except as may be represented
      by
      the requesting party, (ii) there are not uncured defaults in the requesting
      party's performance, and (iii) if Lessor is the requesting party, not more
      than
      one month's rent has been paid in advance.


**(c)** If
      Lessor desires to finance, refinance, or sell the Office Building Project,
      or
      any part thereof, Lessee hereby agrees to deliver to any lender or purchaser
      designated by Lessor such financial statements of Lessee as may be reasonably
      required by such lender or purchaser. Such statements shall include the past
      three (3) years financial statements of Lessee. All such financial statements
      shall be received by Lessor and such lender or purchaser in confidence and
      shall
      be used only for the purposes herein set forth.





**16.
      LESSOR'S LIABILITY** .
      The
      term "Lessor" as used herein shall mean only the owner or owners, at the time
      in
      question, of the fee title or a lessee's interest in a ground lease of the
      Office Building Project. In the event of any transfer of such title or interest,
      Lessor herein named (and in case of any subsequent transfers then the grantor)
      shall be relieved from and after the date of such transfer of all liability
      as
      respects Lessor's obligations thereafter to be performed, provided that any
      funds in the hands of Lessor or the then grantor at the time of such transfer,
      in which Lessee has an interest, shall be delivered to the grantee. The
      obligations contained in this Lease to be performed by Lessor shall, subject
      as
      aforesaid, be binding on Lessor's successors and assigns only during their
      respective periods of ownership.





**17.
      SEVERABILITY** .
      The
      invalidity of any provision of this Lease as determined by a court of competent
      jurisdiction shall in no way affect the validity of any other provision
      hereof.





**18.
      INTEREST ON PAST-DUE OBLIGATIONS** .
      Except
      as expressly herein provided, any amount due to Lessor not paid when due shall
      bear interest at the maximum rate then allowable by law or judgments from the
      date due. Payment of such interest shall not excuse or cure any default by
      Lessee under this Lease; provided, however, that interest shall not be payable
      on late charges incurred by Lessee.





**19.
      TIME OF ESSENCE** .
      Time is
      of the essence with respect to the obligations to be performed under this
      Lease.





**20.
      ADDITIONAL RENT.** All
      monetary obligations of Lessee to Lessor under the terms of this Lease,
      including but not limited to late charges, Three-Day Notice charges (Paragraph
      13.6), returned check charges, attorney's fees and any other expenses payable
      by
      Lessee hereunder shall be deemed to be rent.


**20.1
      Credits to Lessee's Account.** Lessor
      shall promptly credit Lessee's account for all payments received from Lessee.
      Such payments shall be first credited to those sums due under this Lease
      Agreement, including but not limited to Base Rent, late charges, 3-Day Notice
      charges (Paragraph 13.6), returned check fees and attorney's fees which were
      incurred earliest in time (oldest chargeable items). Nothing in this paragraph
      (including Lessor's acceptance of a partial payment on account balance) shall
      be
      construed or constitute a waiver by Lessor of any provision hereof or of any
      subsequent breach by Lessee of the same or any other provision.





**21.
      INCORPORATION OF PRIOR AGREEMENTS; AMENDMENTS** .
      This
      Lease contains all agreements of the parties with respect to any matter
      mentioned herein. No prior or contemporaneous agreement or understanding
      pertaining to any such matter shall be effective. This Lease may be modified
      in
      writing only, signed by the parties in interest at the time of the modification.
      Except as otherwise stated in this Lease, Lessee hereby acknowledged that
      neither any cooperating broker on this transaction nor the Lessor nor any
      employee or agents of any of said persons has made any oral or written
      warranties or representations to Lessee relative to the condition or use by
      Lessee of the Premises or the Office Building Project and Lessee acknowledges
      that Lessee assumes all responsibility regarding the Occupational Safety Health
      Act and the Americans with Disabilities Act, the legal use and adaptability
      of
      the Premises and the compliance thereof with all applicable laws and regulations
      in effect during the term of this Lease.





**22.
      NOTICES** .
      Any
      notice required or permitted to be given hereunder shall be in writing and
      may
      be given by personal delivery or by certified or registered mail, and shall
      be
      deemed sufficiently given if delivered or addressed to Lessee or to Lessor
      at
      the address noted below or adjacent to the signature of the respective parties,
      as the case may be. Mailed notices shall be deemed given upon actual receipt
      at
      the address required, or forty-eight hours following deposit in the mail,
      postage prepaid, whichever first occurs. Either party may by notice to the
      other
      specify a different address for notice purposes except that upon Lessee's taking
      possession of the Premises, the Premises shall constitute Lessee's address
      for
      notice purposes. A copy of all notices required or permitted to be given to
      Lessor hereunder shall be concurrently transmitted to such party or parties
      at
      such addresses as Lessor may from time to time hereafter designate by notice
      to
      Lessee.





**23.
      WAIVERS** .
      No
      waiver by Lessor of any provision hereof shall be deemed a waiver of any other
      provision hereof or of any subsequent breach by Lessee of the same or any other
      provision. Lessor's consent to, or approval of, any act shall not be deemed
      to
      render unnecessary the obtaining of Lessor's consent to or approval of any
      subsequent act by Lessee. The acceptance of rent hereunder by Lessor shall
      not
      be a waiver of any preceding breach by Lessee of any provision hereof, other
      than the failure of Lessee to pay the particular rent so accepted, regardless
      of
      Lessor's knowledge of such preceding breach at the time of acceptance of such
      rent.





**24.
      RECORDING** .
      Either
      Lessor or Lessee shall, upon request of the other, execute, acknowledge and
      deliver to the other a 'short form' memorandum of this Lease for recording
      purposes.





**25.
      HOLDING OVER.** If
      Lessee, with Lessor’s consent, remains in possession of the Premises or any part
      thereof after the expiration of the term hereof, such occupancy shall be a
      tenancy as defined by Section 1945 of the California Civil Code with all of
      the
      provisions of this Lease pertaining to the obligations of Lessee, except that
      the rent payable shall be two hundred percent (200%) of the rent payable
      immediately preceding the termination date of this Lease, and all Options,
      if
      any, granted under the terms of this Lease shall be deemed terminated and be
      of
      no further effect during said tenancy.





**26.
      BROKERAGE COMMISSIONS** :
      Lessee
      represents and warrants that Lessee has dealt with no broker or agent other
      than: none. Lessee agrees to indemnify and hold the Lessor harmless from and
      against any claims by any broker, agent or other person/entity claiming a
      commission or other form of compensation by virtue of having dealt with Lessee
      with regard to this leasing transaction. The provisions of this paragraph shall
      survive the termination of this Lease.





**27.
      CUMULATIVE DAMAGES** .
      No
      remedy or election hereunder shall be deemed exclusive but shall, wherever
      possible, be cumulative with all other remedies at law or in
      equity.


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**28.
      COVENANTS AND CONDITIONS** .
      Each
      provision of this Lease performable by Lessee shall be deemed both a covenant
      and condition.





**29.
      BINDING EFFECT; CHOICE OF LAW** .
      Subject
      to any provisions hereof restricting Assignment or Subletting by Lessee and
      subject to the provisions of paragraph 16, this Lease shall bind the parties,
      their personal representatives, successors and assigns. This Lease shall be
      governed by the laws of the State where the Office Building Project is located
      and any litigation concerning this Lease between the parties hereto shall be
      initiated in the county in which the Office Building Project is
      located.





**30.
      SUBORDINATION.**


**(a)** This
      Lease, and any Option or right of first refusal granted hereby, at Lessor's
      option, shall be subordinate to any ground lease, mortgage, deed of trust,
      or
      any other hypothecation or security now or hereafter placed upon the Office
      Building Project and to any and all advances made on the security thereof and
      to
      all renewals, modifications, consolidations, replacements and extensions
      thereof. Notwithstanding such subordination, Lessee's right to quiet possession
      of the Premises shall not be disturbed if Lessee is not in default and so long
      as Lessee shall pay the rent and observe and perform all of the provisions
      of
      this Lease, unless this Lease is otherwise terminated pursuant to its terms.
      If
      any mortgagee, trustee or ground lessor shall elect to have this Lease and
      any
      Options granted hereby prior to the lien of its mortgage, deed of trust or
      ground lease, and shall give written notice thereof to Lessee, this Lease and
      such Options shall be deemed prior to such mortgage, deed of trust or ground
      lease, whether this Lease or such Options are dated prior or subsequent to
      the
      date of said mortgage, deed of trust or ground lease or the date of recording
      thereof.


**(b)** Lessee
      agrees to execute any documents required to effectuate an attornment,
      subordination, or to make this Lease or any Option granted herein prior to
      the
      lien of any mortgage, deed of trust or ground lease, as the case may be.
      Lessee = s
      failure
      to execute such documents within ten (10) days after written demand shall
      constitute a material default by Lessee hereunder without further notice to
      Lessee or, at Lessor = s
      option,
      Lessor shall execute such documents on behalf of Lessee and Lessee = s
      attorney-in-fact. Lessee does hereby make, constitute and irrevocably appoint
      Lessor as Lessee = s
      attorney-in-fact and in Lessee = s
      name,
      place and stead, to execute such documents in accordance with this paragraph
      30(b).





**31.
      ATTORNEY** **=** **S
      FEES.**


**31.1** If
      either party brings (or defends) an action to enforce the terms hereof or
      declare rights hereunder, the prevailing party in any such action, trial or
      appeal thereon, shall be entitled to its reasonable attorneys' fees to be paid
      by the losing party as fixed by the court in the same or a separate suit, and
      whether or not such action is pursued to decision or judgment.


**31.2** The
      attorneys' fee 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 good faith.


**31.3** In
      addition to the charges authorized in Section 13.6, Lessor shall be entitled
      to
      reasonable attorneys' fees and all other costs and expenses incurred in the
      preparation and service of notice of default and consultations in connection
      therewith and any other legal services necessitated by Lessee default, whether
      or not a legal action is subsequently commenced in connection with such
      default.


**31.4**  **Jury
      Trial Waiver** .
      To the
      extent permitted by law, Lessor and Lessee hereby waive their respective right
      to trial by jury of any cause of action, claim, counterclaim or cross-complaint
      in any action, proceeding and/or hearing brought by either Lessor against Lessee
      or Lessee against Lessor on any matter whatsoever arising out of, or in any
      way
      connected with, this lease, the relationship of Lessor and Lessee, Lessee's
      use
      or occupancy of the Premises, or any claim of injury or damage, or the
      enforcement of any remedy under any law, statute, or regulation, emergency
      or
      otherwise, now or hereafter in effect.





**32.
      LESSOR'S ACCESS.**


**32.1** Lessor
      and Lessor's agents shall have the right to enter the Premises at reasonable
      times (Monday through Friday, during normal business hours, following
      twenty-four (24) hours telephonic notice by Lessor or Lessor's agents) for
      the
      purpose of inspecting the same, performing any services required of Lessor,
      showing the same to prospective purchasers, lenders, or lessees, taking such
      safety measures, erecting such scaffolding or other necessary structures, making
      such alterations, repairs, improvements or additions to the Premises or the
      Office Building Project as Lessor may reasonably deem necessary or desirable
      and
      the erecting, using and maintaining of utilities, services, pipes and conduits
      through the Premises and/or other premises. Lessor may at any time place on
      or
      about the Premises or the Building any ordinary "For Sale" signs and Lessor
      may
      at any time during the last six (6) months of the term hereof place on or about
      the Premises any ordinary "For Lease" signs.


**32.2** All
      activities of Lessor pursuant to this paragraph shall be without abatement
      of
      rent, and Lessor shall not have any liability to Lessee for the same.


**32.3** Lessor
      shall have the right to retain keys to the Premises and to unlock all doors
      in
      or upon the Premises other than to files, vaults and safes, and in the case
      of
      an emergency to enter the Premises by any reasonably appropriate means, and
      any
      such entry shall not be deemed a forceable or unlawful entry or detainer of
      the
      Premises or an eviction. Lessee waives any charges for damages or injuries
      or
      interference with Lessee's property or business in connection
      therewith.





**33.
      AUCTIONS.** Lessee
      shall not conduct, nor permit to be conducted, either voluntarily or
      involuntarily, an auction upon the premises or the Common Areas without first
      having obtained Lessor's prior written consent. Notwithstanding anything to
      the
      contrary in this Lease, Lessor shall not be obligated to exercise any standard
      of reasonableness in determining whether to grant such consent. The holding
      of
      any auction on the Premises or Common Areas in violation of this paragraph
      shall
      constitute a material default of this Lease.





**34.
      SIGNS** .
      Lessee
      shall not place any sign upon the Premises or the Office Building Project
      without Lessor's prior written consent. Under no circumstances shall Lessee
      place a sign on any roof of the Office Building Project.





**35.
      MERGER.** The
      voluntary or other surrender of this Lease by Lessee, or a mutual cancellation
      thereof, or a termination by Lessor, shall not work a merger, and shall, at
      the
      option of Lessor, terminate all or any existing subtenancies or may, at the
      option of Lessor, operate as an assignment to Lessor of any or all of such
      subtenancies.





**36.
      CONSENTS** .
      Except
      for paragraphs 33 (auctions) and 34 (signs) hereof, wherever in this Lease
      the
      consent of one party is required to an act of the other party such consent
      shall
      not be unreasonably withheld or delayed.





**37.
      GUARANTOR** .
      In the
      event that there is a guarantor of this Lease, said guarantor shall have the
      same obligations as Lessee under this Lease.


Initials
 _____
 _____
 11


**38.
      OPTIONS.**


**38.1**  **Definition.
      "Option"** shall
      mean (a) the right to extend the term of or renew this Lease or to extend or
      renew any lease that Lessee has on other property of Lessor; (b) the right
      of
      first refusal or first offer to lease either the Premises or other property
      of
      Lessor; (c) the right to purchase or the right of first refusal to purchase
      the
      Premises or other property of Lessor.


**38.2**  **Options
      Personal to Original Lessee** .
      Each
      option granted to Lessee in this Lease is personal to the original Lessee,
      and
      cannot be assigned or exercised by anyone other than said original Lessee and
      only while the original Lessee is in full possession of the Premises and, if
      requested by Lessor, with Lessee certifying that Lessee has no intention of
      thereafter assigning or Subletting.


**38.3
      Multiple Options** .
      In the
      event that Lessor has any multiple options to extend or renew this Lease, a
      later Option cannot be exercised unless the prior Options have been validly
      exercised.


**38.4
      Effect of Default on Options.**


**(a)** Lessee
      shall have no right to exercise an Option (i) during the period commencing
      with
      the giving of any notice of Default and continuing until said Default is cured;
      (ii) during the period of time any Rent is unpaid (without regard to whether
      notice thereof is given Lessee); (iii) during the time Lessee is in Breach of
      this Lease; or (iv) in the event that Lessee has been given three (3) or more
      notices of separate Default, whether or not the Defaults are cured, during
      the
      twelve (12) month period immediately preceding the exercise of the Option;
      (v)
      becoming a "debtor" as defined in II USC Sec 101 during the term of this
      Lease.


**(b)** The
      period of time within which an Option may be exercised shall not be extended
      or
      enlarged by reason of Lessee's inability to exercise an Option because of the
      provisions of paragraph 38.4(a).


**(c)** An
      Option shall terminate and be of no further force or effect, notwithstanding
      Lessee's due and timely exercise of the Option, if, after such exercise and
      prior to the commencement of the extended term, (i) Lessee fails to pay Rent
      for
      a period of thir1y (30) days after such Rent becomes due (without any necessity
      of Lessor to give notice thereof), (ii) Lessor gives to Lessee three (3) or
      more
      notices of separate Default during any twelve (12) month period, whether or
      not
      the Defaults are cured, or (iii) if Lessee commits a Breach of this
      Lease.





**39.
      SECURITY MEASURES - LESSOR'S RESERVATIONS.**


**39.1** Lessee
      hereby acknowledges that Lessor shall have no obligation whatsoever to provide
      guard service or other security measures for the Project in the Common
      Areas;


**39.2** Lessee
      shall not:


**(a)** Use a
      representation (photographic or otherwise) of the Building or the Office
      Building Project or their name(s) in connection with Lessee's
      business;


**(b)** Suffer
      or permit anyone, except in emergency, to go upon the roof of the
      Building.





**40.
      EASEMENTS.**


**40.1** Lessor
      reserves to itself the right, from time to time, to grant such easements, rights
      and dedications that Lessor deems necessary or desirable and to cause the
      recordation of Parcel Maps and restrictions, so long as such easements, rights,
      dedications, Maps and restrictions do not unreasonably interfere with the use
      of
      the Premises by Lessee. Lessee shall sign any of the aforementioned documents
      upon request of Lessor and failure to do so shall constitute a material default
      of this Lease by Lessee without the need for further notice to
      Lessee.


**40.2** The
      obstruction of Lessee's view, air, or light by any structure erected in the
      vicinity of the Building, whether by Lessor or third parties, shall in no way
      affect this Lease or impose any liability upon Lessor.




**41.
      PERFORMANCE UNDER PROTEST** .
      If at
      any time a dispute shall arise as to any amount or sum of money to be paid
      by
      one party to the other under the provisions hereof, the party against whom
      the
      obligation to pay the money is asserted shall have the right to make payment
      "under protest" and such payment shall not be regarded as a voluntary payment,
      and there shall survive the right on the part of said party to institute suit
      for recovery of such sum. If it shall be adjudged that there was no legal
      obligation on the part of said party to pay such or any part thereof, said
      party
      shall be entitled to recover such sum or so much thereof as it was not legally
      required to pay under the provisions of this Lease.





**42.
      AUTHORITY** .
      If
      Lessee is a corporation, trust, or general or limited partnership, Lessee,
      and
      each individual executing this Lease on behalf of such entity, represent and
      warrant that such individual is duly authorized to execute and deliver this
      Lease on behalf of said entity. If Lessee is a corporation, trust or
      partnership, Lessee shall, within thirty (30) days after execution of this
      Lease, deliver to Lessor evidence of such authority satisfactory to
      Lessor.





**43.
      CONFLICT** .
      Any
      conflict between the printed provisions, Exhibits or Addendum of this Lease
      and
      the typewritten or handwritten provisions, if any, shall be controlled by the
      typewritten or handwritten provisions.





**44.
      NO OFFER** .
      Preparation of this Lease by Lessor or Lessor's agent and submission of same
      to
      Lessee shall not be deemed an offer to Lessee to lease. This Lease shall become
      binding upon Lessor and Lessee only when fully executed by both parties.





**45.
      LENDER MODIFICATIONS** .
      Lessee
      agrees to make such reasonable modifications to this Lease as may be reasonably
      required by an institutional lender in connection with the obtaining of normal
      financing or refinancing of the Office Building Project.




**46.
      MULTIPLE PARTIES** .
      If more
      than one person or entity is named as either Lessor or Lessee herein, except
      as
      otherwise expressly provided herein, the obligations of the Lessor or Lessee
      herein shall be the joint and several responsibility of all persons or entities
      named herein as such Lessor or Lessee, respectively.





**47.
      WORK LETTER** .
      N/A.





**48.
      ATTACHMENTS** .
      Attached hereto are the following documents ("Exhibits") that are incorporated
      and become part of this Lease:


**(a)** Rules
      and Regulations (‘Exhibit A’).


**(b)** Other
      (specify):


Initials
 _____
 _____
 12


**49.
      HAZARDOUS SUBSTANCES.**


**49.1
      Reportable Uses Require Consent.**


**(a)** The term **"Hazardous
      Substance** "
      as used
      in this Lease shall mean any product, substance, or waste whose presence, use,
      manufacture, disposal, transportation, or release, either by itself or in
      combination with other materials expected to be on the Premises, is either
      (i)
      potentially injurious to the public health, safety or welfare, the environment
      or the Premises, (ii) regulated or monitored by any governmental authority,
      or
      (iii) a basis for potential liability of Lessor to any governmental agency
      or
      third party under any applicable statute or common law theory. Hazardous
      Substances shall include, but not be limited to, hydrocarbons, petroleums,
      gasoline, and/or crude oil or any products, by-products or fractions thereof.
      Lessee shall not engage in any activity in or on the Premises which constitutes
      a Reportable Use of Hazardous Substances without the express prior written
      consent of Lessor and timely compliance (at Lessee's expense) with all
      applicable laws, covenants, or restrictions of record, building codes,
      regulations and ordinances ("Applicable Requirements"). "Reportable Use" shall
      mean (i) the installation or use of any above or below ground storage tank,
      (ii)
      the generation, possession, storage, use, transportation, or disposal of a
      Hazardous Substance that requires a permit from, or with respect to which a
      report, notice, registration or business plan is required to be filed with
      any
      governmental authority, and/or (iii) the presence at the Premises of a Hazardous
      Substance with respect to which any Applicable Requirements require that a
      notice be given to persons entering or occupying the Premises or neighboring
      properties. Notwithstanding the foregoing, Lessee may use any ordinary and
      customary materials reasonably required to be used in the normal course of
      the
      Use as specified in paragraph 1.4 so long as such use is in compliance with
      all
      Applicable Requirements, is not a Reportable Use, and does not expose the
      Premises or neighboring property to any meaningful risk of contamination or
      damage or expose Lessor to any liability therefor. In addition, Lessor may
      condition its consent to any Reportable Use upon receiving such additional
      assurances as Lessor reasonably deems necessary to protect itself, the public,
      the Premises and/or the environment against damage, contamination, injury and/or
      liability, including, but not limited to, the installation (and removal on
      or
      before Lease expiration or termination) of protective modifications (such as
      concrete encasements) and/or increasing the Security Deposit.


**(b)
      Duty to Inform Lessor.** If
      Lessee knows, or has reasonable cause to believe, that a Hazardous Substance
      has
      come to be located in, on, under or about the Premises, other than as previously
      consented to by Lessor, Lessee shall immediately give written notice of such
      fact to Lessor, and provide Lessor with a copy of any report, notice, claim
      or
      other documentation which it has concerning the presence of such Hazardous
      Substance.


**(c)
      Lessee Remediation** .
      Lessee
      shall not cause or permit any Hazardous Substance to be spilled or released
      in,
      on, under, or about the Premises (including through the plumbing or sanitary
      sewer system) and shall promptly, at Lessee's expense, take all investigatory
      and/or remedial action reasonably recommended, whether or not formally ordered
      or required, for the cleanup of any contamination of, and for the maintenance,
      security and/or monitoring of the Premises or neighboring properties, that
      was
      caused or materially contributed to by Lessee, or pertaining to or involving
      any
      Hazardous Substance brought onto the Premises during the term of this Lease,
      by
      or for Lessee, or any third party.


**(d)
      Lessee Indemnification** .
      Lessee
      shall indemnify, defend and hold Lessor, its agents, employees, lenders and
      ground lessor, if any, harmless from and against any and all loss of rents
      and/or damages, liabilities, judgments, claims, expenses, penalties, and
      attorneys' and consultants' fees arising out of or involving any Hazardous
      Substance brought onto the Premises by or for Lessee, or any third party
      (provided, however, that Lessee shall have no liability under this Lease with
      respect to underground migration of any Hazardous Substance under the Premises
      from adjacent properties). Lessee's obligations shall include, but not be
      limited to, the effects of any contamination or injury to person, property
      or
      the environment created or suffered by Lessee, and the cost of investigation,
      removal, remediation, restoration and/or abatement, and shall survive the
      expiration or termination of this Lease. No termination, cancellation or release
      agreement entered into by Lessor and Lessee shall release Lessee from its
      obligations under this Lease with respect to Hazardous Substances, unless
      specifically so agreed by Lessor in writing at the time of such agreement.


**(e)
      Lessor Indemnification** .
      Lessor
      and its successors and assigns shall indemnify, defend, reimburse and hold
      Lessee, its employees and lenders, harmless from and against any all
      environmental damages, including the cost remediation, which existed as a result
      of Hazardous Substances on the Premises prior to the Commencement Date or which
      are caused by the gross negligence or willful misconduct of Lessor, its agents
      or employees. Lessor's obligations, as and when required by the Applicable
      Requirements, shall include, but not be limited to, the cost of investigation,
      removal, remediation, restoration and/or abatement, and shall survive the
      expiration or termination of this Lease.


**(f)
      Investigations and Remediations** .
      Lessor
      shall retain the responsibility and pay for any investigations or remediation
      measures required by governmental entities having jurisdiction with respect
      to
      the existence of Hazardous Substances on the Premises prior to the Commencement
      Date, unless such remediation measure is required as a result of Lessee's use
      (including "Alterations", as defined in paragraph 7.3(a) (above) of the
      Premises, In which event Lessee shall be responsible for such payment. Lessee
      shall cooperate fully in any such activities at the request of Lessor, including
      allowing Lessor and Lessor's agents to have reasonable access to the Premises
      at
      reasonable times in order to carry out Lessor's investigative and remedial
      responsibilities.


**(g)
      Lessor Termination Option** .
      If a
      Hazardous Substance Condition occurs during the term of this Lease, unless
      Lessee is legally responsible therefor (in which case Lessee shall make the
      investigation and remediation thereof required by the Applicable Requirements
      and this Lease shall continue in full force and effect, but subject to Lessor's
      rights under Paragraph 13), Lessor may, at Lessor's option, either (i)
      investigate and remediate such Hazardous Substance Condition, if required,
      as
      soon as reasonably possible at Lessor's expense, in which event this Lease
      shall
      continue in full force and effect, or (ii) if the estimated cost to remediate
      such condition exceeds twelve ( 12) times the then monthly Base Rent or
      $100,000, whichever is greater, give written notice to Lessee, within thirty
      (30) days after receipt by Lessor of knowledge of the occurrence of such
      Hazardous Substance Condition of Lessor's desire to terminate this Lease as
      of
      the date sixty (60) days following the date of such notice. In the event Lessor
      elects to give a termination notice, Lessee may, within ten (10) days
      thereafter, give written notice to Lessor of Lessee's commitment to pay the
      amount by which the cost of the remediation of such Hazardous Substance
      Condition exceeds an amount equal to twelve (12) times the monthly Base Rent
      or
      $100,000, whichever is greater. Lessee shall provide Lessor with said funds
      or
      satisfactory assurance thereof within thirty (30) days following such
      commitment. In such event, this Lease shall continue in full force and effect,
      and Lessor shall proceed to make such remediation, as soon as reasonably
      possible after the required funds are available.


**49.2
      Inspection; Compliance** .
      Lessor
      and Lessor's consultants shall have the right to enter into Premises at any
      time, in the case of an emergency, and otherwise at reasonable times, for the
      purpose of inspecting the condition of the Premises and for verifying compliance
      by Lessee with this Lease. The cost of any such inspections shall be paid by
      Lessor, unless a violation of Applicable Requirements or a contamination is
      found to exist or be imminent, or the inspection is requested or ordered by
      a
      governmental authority. In such case, Lessee shall upon request reimburse Lessor
      for the cost of such inspections, so long as such inspection is reasonably
      related to the violation or contamination.





**50.
      SALE OF OFFICE BUILDING PROJECT** .
      In the
      event the Office Building Project is sold to a third party during the term
      of
      this Lease, Lessor or Lessor’s successor-in-interest shall have the right to
      terminate this Lease including any “option” as defined in Paragraph 38.1 of this
      Lease. In the event Lessor elects to terminate this Lease, Lessor shall deliver
      written notice of such election (the “Termination Notice”). The Termination
      Notice shall specify that the Lease shall terminate not less than six (6) months
      following delivery of the Termination Notice. It is agreed and understood that
      the Termination Date specified in paragraph 1.5 of the Basic Lease Provisions
      shall be advanced to the date specified in the Termination Notice (but in no
      event less than six (6) months following delivery of such Termination
      Notice).


Initials
 _____
 _____
 13


**51.
      "AS IS CONDITION."** Lessee
      shall accept these Premises in their ''as is" condition, in clean and
      good-working order.





**52** .
      Lessor
      must have copy of Insurance Certificate before keys will be given out for this
      unit.





**53.** Lessee
      will have access to Fitness Center for up to six (6) employees at no
      charge.





**54.** Lessee
      will continue to have two (2) spaces on the monument signs at no charge. Lessee
      shall be responsible for any charges for sign re-lettering.





**55.** All
      previous leases between Airport II Property Management and Sysview Technology
      are null and void as of the Commencement Date of this Lease.





**56.** Lessee
      is
      responsible for the cost of making Lessee’s telephone, DSL and computer related
      equipment, etc. lines active in Lessee’s Premises. Lessee understands that
      Lessee may use Airport II vendors for this work but Lessee will be billed
      directly by the vendor used. Airport II assumes no liability for this cost.
      Airport II will provide data and telephone wiring as described on the floor
      plan
      if remodel work is part of this Lease.





**57.
      OFAC CERTIFICATION.** Lessee
      certifies that it is not acting, directly or indirectly, for or on behalf of
      any
      person, group, entity, or nation named by any Executive Order or the United
      States Treasury Department as a terrorist, “Specially Designated National and
      Blocked Person”, or other banned or blocked person, entity, nation, or
      transaction pursuant to any law, order, rule, or regulation that is enforced
      or
      administered by the Office of Foreign Assets Control; and it has not executed
      this Lease, directly or indirectly on behalf of, or instigating or facilitating
      this Lease, directly or indirectly on behalf of, any such person, group, entity,
      or nation. Lessee hereby agrees to defend, indemnify, and hold harmless Lessor
      from and against any and all claims, damages, losses, risks, liabilities, and
      expenses (including attorney’s fees and costs) arising from or related to any
      breach of the foregoing certification.





LESSEE
      AND LESSOR HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND
      PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED
      AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS
      LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND
      EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE
      PREMISES.





ATTENTION:
      NO REPRESENTATION OR RECOMMENDATION IS MADE BY LESSOR AS TO THE LEGAL
      SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION
      TO WHICH IT RELATES. THE LESSEE IS URGED TO:


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


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 PREMISES, THE STRUCTURAL INTEGRITY,
      THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, AND THE SUITABILITY OF THE
      PREMISES FOR LESSEE'S INTENDED USE.








**LESSOR:**
            
            
            **LESSEE:****AIRPORT II PROPERTY
              MANAGEMENT**
            
            **DOCUMENT CAPTURE
              TECHNOLOGIES INC.****By:**
            
            
            **By:****Date:**
            
            
            **Date:**




**Address:**
            **1762
              Technology Drive**
              **Suite
                126**
              **San
                Jose, CA 95110**
            
            **Address:**
            **1772 Technology Drive**
              **San Jose, CA 95110****Telephone:**
            **(408) 453-0100**
            
            **Telephone:**
            **(408)
              436-9888****Facsimile:**
            **(408) 453-0102**
            
            **Facsimile:**
            **(408)
              436-6151**





Initials
 _____
 _____
 14
 **EXHIBIT
          ‘A’**





**RULES
      AND REGULATIONS FOR**


**STANDARD
      OFFICE LEASE**





GENERAL
      RULES


1.
      Lessee
      shall not suffer or permit the obstruction of any Common Areas, including
      driveways, walkways and stairways.


2.
      Lessor
      reserves the right to refuse access to any persons Lessor in good faith Judges
      to be a threat to the safety, reputation, or property of the Office Building
      Project and its occupants.


3.
      Lessee
      shall not make or permit any noise or odors that annoy or interfere with other
      lessee's or persons having business within the Office Building
      Project.


4.
      Lessee
      shall not keep animals or birds within the Office Building Project, and shall
      not bring bicycles, motorcycles or other vehicles into areas not designated
      as
      authorized for same.


5.
      Lessee
      shall not make, suffer or permit litter except in appropriate receptacles for
      that purpose.


6.
      Lessee
      shall not alter any lock or install new or additional locks or
      bolts.


7.
      Lessee
      shall be responsible for the inappropriate use of any toilet rooms, plumbing
      or
      other utilities. No foreign substances of any kind are to be inserted
      therein.


8.
      Lessee
      shall not deface the walls, partitions or other surfaces of the Premises or
      Office Building Project.


9.
      Lessee
      shall not suffer or permit any thing in or around the Premises or Building
      that
      causes excessive vibration or floor loading in any part of the Office Building
      Project.


10.
      Furniture, significant freight and equipment shall be moved into or out of
      the
      building only with the Lessor's knowledge and consent, and subject to such
      reasonable limitations, techniques and timing, as may be designated by Lessor.
      Lessee shall be responsible for any damage to the Office Building Project
      arising from any such activity.


11.
      Lessee shall not employ any service or contractor for services or work to be
      performed in the Building, except as approved by Lessor.


12.
      Lessor reserves the right to close and lock the Building on Saturdays, Sundays
      and legal holidays, and on other days between the hours of 5:00 p.m. and 8:00
      a.m. of the following day. If Lessee uses the Premises during such period,
      Lessee shall be responsible for securely locking any doors it may have opened
      for entry.


13.
      Lessee shall return all keys at the termination of its tenancy and shall be
      responsible for the cost of replacing any keys that are lost.


14.
      No
      window coverings, shades or awnings shall be installed or used by
      Lessee.


15.
      No
      Lessee, employee or invitee shall go upon the roof of the Building.


16.
      Lessee shall not suffer or permit smoking or carrying of lighted cigars or
      cigarettes in areas reasonably designated by Lessor or by applicable
      governmental agencies as non-smoking areas.


17.
      Lessee shall not use any method of heating or air conditioning other than as
      provided by Lessor.


18.
      Lessee shall not install, maintain or operate any vending machines upon the
      Premises without Lessor's written consent.


19.
      The
      premises shall not be used for lodging or manufacturing, cooking or food
      preparation.


20.
      Lessee shall comply with all safety, fire protection and evacuation regulations
      established by Lessor or any applicable governmental agency.


21.
      Lessor reserves the right to waive anyone of these rules or regulations, and/or
      as to any par1icular Lessee, and any such waiver shall not constitute a waiver
      of any other rule or regulation or any subsequent application thereof to such
      Lessee.


22.
      Lessee assumes all risks from theft or vandalism and agrees to keep its Premises
      locked as may be required.


23.
      Lessor reserves the right to make such other reasonable rules and regulations
      as
      it may from time to time deem necessary for the appropriate operation and safety
      of the Office Building Project and its occupants. Lessee agrees to abide by
      these and such rules and regulations.




PARKING
      RULES





1.
      Parking areas shall be used only for parking by vehicles no longer than full
      size, passenger automobiles herein called "Permitted Size Vehicles." Vehicles
      other than Permitted Size Vehicles are herein referred to as "Oversized
      Vehicles."


2.
      Lessee
      shall not permit or allow any vehicles that belong to or are controlled by
      Lessee or Lessee's employees, suppliers, shippers, customers, or invitees to
      be
      loaded, unloaded, or parked in areas other than those designated by Lessor
      for
      such activities.


3.
      Parking stickers or identification devices shall be the property of Lessor
      and
      be returned to Lessor by the holder thereof upon termination of the holder's
      parking privileges. Lessee will pay such replacement charge as is reasonably
      established by Lessor for the loss of such devices.


4.
      Lessor
      reserves the right to refuse the sale of monthly identification devices to
      any
      person or entity that willfully refuses to comply with the applicable rules,
      regulations, laws and/or agreements.


5.
      Lessor
      reserves the right to relocate all or a part of parking spaces from floor to
      floor, within one floor, and/or to reasonably adjacent offsite location(s),
      and
      to reasonably allocate them between compact and standard size spaces, as long
      as
      the same complies with applicable laws, ordinances and regulations.


6.
      Users
      of the parking area will obey all posted signs and park only in the areas
      designated for vehicle parking.


7.
      Unless
      otherwise instructed, every person using the parking area is required to park
      and lock his own vehicle. Lessor will not be responsible for any damage to
      vehicles, injury to persons or loss of property, all of which risks are assumed
      by the party using the parking area.


8.
      Validation, if established, will be permissible only by such method or methods
      as Lessor and/or its licensee may establish at rates generally applicable to
      visitor parking.


9.
      The
      maintenance, washing, waxing or cleaning of vehicles in the parking structure
      or
      Common Areas is prohibited.


10.
      Lessee shall be responsible for seeing that all of its employees, agents and
      invitees comply with the applicable parking rules, regulations, laws and
      agreements.


11.
      Lessor reserves the right to modify these rules and/or adopt such other
      reasonable and non-discriminatory rules and regulations as it may deem necessary
      for the proper operation of the parking area. Should it become necessary to
      designate parking stalls based on Lessee's use of the parking area, Lessor
      reserves the right (at Lessor's sole discretion) to designate certain parking
      stalls for a particular Lessee's usage with all costs incident to such
      designation payable by Lessee.


12.
      Such
      parking use as is herein provided is intended merely as a license only and
      no
      bailment is intended or shall be created hereby.




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