Amendment No. 1 to Lease


    Exhibit
      10.1

    
      
         
AMENDMENT
        NO. 1 TO LEASE

      


      This
        Amendment No. 1 to the Lease (this "Amendment No. 1") is made as of the
        7th
        day of
July,
        2007,
        by and between EDISON
        SPECTRUM PARTNERS,
        a California 116iited liability company ("Lessor") and CombiMatrix Molecular
        Diagnostics, Inc., a California Corporation ("Lessee"),
        (collectively the "Parties,"
        or
        individually a "Party").
        This
        Amendment No. 1 amends and modifies the terms
        and
        conditions of that certain Lease dated June 26, 2006 (as so amended, the
        "Original
        Lease"), by and between Lessor and Lessee. The Original Lease, as hereby
        amended,
        is referred to herein as the "Lease." Capitalized terms which are not otherwise
        defined
        in this Amendment No. 1 shall have the meanings ascribed to such terms in
        the
Original
        Lease.

      


      RECITALS

      


      A. Lessor
        and Lessee previously entered into the Original Lease, which sets forth the
        terms and conditions relating to Lessee's occupancy of certain space, located
        at
310
        Goddard Way, Suite 150, Irvine, California (the "Premises").

      


      B. Lessor
        and Lessee now desire to amend the Original Lease to (i) add Building
        300, Suite 150 to the Premises, (ii) adjust the Basic Rent payable thereunder,
        modify the expiration dates on Building 310, Suite 150 and (iii) set forth
        certain other matters
        of agreement between Lessor and Lessee.

      


      AGREEMENT

      


      FOR
        VALUABLE CONSIDERATION,
        the
        receipt and sufficiency of which is hereby
        acknowledged, Lessor and Lessee hereby agree as follows:

      


      1.
        Basic
        Lease Provisions.
        Paragraphs 1.2, 1.3, 1.4, 1.5, 1.6 and 1.7 of the Basic Lease
        Provisions of the Original Lease are hereby deleted in their entirety and
        replaced as follows:

      


      1.2
        Premises:
        That
        certain real property, including all improvements therein
        or to be provided by Lessor under the terms of this Lease, and commonly known
        by
        the
        street address of 310 Goddard Way, Suite 150 and 300 Goddard Way, Suite 150
        located
        in the City of Irvine, County of Orange, State of California ("Premises").
        (See
Paragraph
        2
        for further provisions.) The Premises are depicted on Exhibits
        "A-1-3" attached
        hereto.

      


      1.3
        Vehicle
        Parking:
        Lessee
        shall be entitled to twenty seven (27) unreserved
        and unassigned vehicle parking spaces, on those portions of the Common
Areas
        designated by Lessor for parking for the Original Term (as defined in
Paragraph
        1.4
        below).
        (See Paragraph
        2.4
        for
        further provisions.)

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      
         
1.4
        Term.
        The Term
        of the Lease for Building 310, Suite 150 ("Original
        Term") shall be modified as outlined below in paragraph 1.5 and the same
        term
        shall be added for additional space at 300 Goddard, Suite 150.

      


      1.5
        Base
        Rent:
        Base
        rent for the Premises ("Base
        Rent")
        shall
        be payable
        on the first (1st) day of each month of the Term hereof as set forth below
        upon
delivery
        of both Premises. In the event earlier possession of both premises are
        delivered, both
        parties agree to sign a lease commencement acknowledgement modifying the
        commencement
        and the ending date of the new lease periods.

      


      Lease
        Renewal - 310 Goddard, Suite 150: 

      


      
        	
                Months

                of
                  Term

                
                  

                

              	
                Rentable

                Square
                  Feet

                
                  

                

                
                

              	
                Rent
                  Per Square

                Foot
                  Per Month

                
                  

                

                
                

              	
                Monthly

                Base
                  Rent

                
                  

                

                
                

              
	
                September
                  1, 2007-

              	
                3,625

              	
                $2.00

              	
                $7,250.00

              
	
                August
                  31,2008

              	 	 	
                 

              
	 	 	 	 
	
                September
                  1, 2008-

                July
                  31,2009

              	
                3,625

              	
                $2.05

              	
                $7,431.25

              


      

      


      Expansion
        Space - 300 Goddard, Suite 150:

      

        
          	
                  Months

                  of
                    Terms
                    
                    

                  

                	
                  Rentable
                    

                  Square
                    Feet
                    
                    

                  

                	
                  Rent
                    Per Square

                  Foot
                    Per Month
                    
                    

                  

                	
                  Monthly

                  Base
                    Rent
                    
                    

                  

                
	
                  August
                    1, 2007-

                	
                  3,148

                	
                  $2.00

                	
                  $6,296.00

                
	
                  August
                    31,2008

                	 	 	 
	 	 	 	 
	
                  September
                    1, 2008-

                  July
                    31,2009

                	
                  3,148

                	
                  $2.05

                	
                  $6,453.40

                


        

      

       

      1.6
        Base
        Rent Paid Upon Execution:
        Only
        $6,296.00 as Base Rent applicable
        to the first (1st) month of the Term for Premises at 300 Goddard, suite
        150
        shall be paid upon execution.

      


      1.7
        Lessee
        Share of Operating Expenses:
        Lessee's
        Share is 14.13% (6,773
        47,924). (See Paragraph 4.2.1 for further provisions.)"

      


      2. Paragraph
        3.3 and all subparagraphs shall be omitted in its entirety.

      


      3. Square
        Footage:
        All
        references in the Original Lease to the rentable square footage
        of the Premises shall be deemed to refer to 6,773 square feet.

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      
         
4.
        Effect of Amendment.
        Lessor
        and Lessee acknowledge that the Original Lease, as
        hereby
        amended, remains in full force and effect in accordance with its
        terms.

      


      5. Tenant
        Improvements.
        Lessor
        will complete tenant improvements described in "Exhibit A-4" at its sole
        cost
        and on a turn key basis. Lessee instructs Lessor to postpone commence of
        certain
        tenant improvements identified and described in Exhibit A-1 and Exhibit A-4
        until such time Lessee has taken possession of Premises located at 300 Goddard,
        Suite 150.

      


      6. Counterparts.
        If this
        Amendment No. 1 is executed in counterparts, each is hereby
        declared to be an original; all, however, shall constitute but one and the
        same
agreement.

      


      7. Corporate
        and Partnership Authority.
        If
        Lessee is a corporation or partnership, each
        individual executing this Amendment No. 1 for the corporation or partnership
        represents
        that he or she is duly authorized to execute and deliver this Amendment No.
        1
on
        behalf
        of the corporation or partnership and that this Amendment No. I is binding
        upon
        the
        corporation or partnership in accordance with its terms.

      


      8. Effective
        Date:
        This
        Amendment No. 1 shall be deemed effective the date the last party
        has
        executed same (the "Effective Date"), however this agreement must be signed
        by
        both
        parties within five days from delivery of final lease amendment.

      


      9. Delivery
        of Premises:
        Lessee
        is in possession of the Premises located at 310 Goddard, Suite 150. Possession
        of Premises located at 300 Goddard, Suite 150 shall be delivered as soon
        as
        possible, but in no event later than August 1, 2007.

      


      All
        other
        existing terms and conditions of the Original Lease shall remain in full
        force
and
        affect.

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      
         
EXECUTION

      


      IN
        WITNESS WHEREOF,
        Lessor
        and Lessee have executed this Amendment No.
        I as
        of the date first written above.

      


      
        	
                Executed
                  at: Irvine, CA

              	
                Executed
                  at: Irvine, CA

              
	
                on:
                  7/07/07

              	
                on:
                  7/05/07

              
	 	 
	
                "LESSOR":

              	
                "COMBIMATRIX
                  MOLECULAR

              
	
                a
                  California limited liability company

              	
                DIAGNOSTICS,
                  INC.

              
	 	
                a
                  California Corporation

              
	 	 
	
                By:
                  Falcon Capital Corp.,

              	
                By:
                  Mansoor Mohammed

              
	
                its
                  member

              	
                Chief
                  Executive Officer

              
	 	 
	
                By:
                  /s/ signature            

              	
                /s/
                  Mansoor Mohammed        

              
	
                Its:
                  Member Member

              	
                Its:
                  Member President & CEO

              


      

      


      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      
        


        EXHIBIT
          "A-1"

         

      

      PREMISES

       

      


      
        


      

      



      Lessee:
        CombiMatrix Molecular Diagnostics, Inc.

      Address:
        310 Goddard Way, Suite 150, Irvine, California 92618

      This
        Exhibit "A-1" is an approximation and is intended only to identify the location
        of the Premised.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      


       

      EXHIBIT
        "A-2"

       

      PREMISES

       

      

       

      Lessee:
        CombiMatrix Molecular Diagnostics, Inc.

      Address:
        300 Goddard Way, Suite 150, Irvine, California 92618

      This
        Exhibit "A-2" is an approximation and is intended only to identify the location
        of the Premises.

       

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      EXHIBIT
        "A-3" 

       

      SITE
        PLAN

      


      
        


      


      
         

         

        
 

        
          
             

          

          
            7

            
              

            

          

          
             

          

        

        


        EXHIBIT
          "A-4" 

         

      

      LESSEE
        WORK LETTER

       

      Installation;
        Lessee Improvement allowance.

       

      
        	
              	(a)	
                Lessor
                  shall cause the following improvements ("Lessee Improvements")
                  to be
                  constructed,
                  at Lessor's sole cost, in the Premises prior to Lessee's occupancy
                  as
                  delineated
                  on Exhibits A-1.

              


      

       

      
        	 	
                1.

              	
                Remove
                  door and side light window entry into lab in Building 310, Suite
                  150
                  as delineated in "Exhibit A-1"

              


      

      
        	 	
                2.

              	
                Install
                  new VCT Flooring through center and rear area in Building 310,
                  Suite
                  150 as delineated in "Exhibit A-1"

              


      

      
        	 	
                3.

              	
                Cut
                  passage way in wall between offices as delineated in "Exhibit
                  A-1"

              


      

      
        	 	
                4.

              	
                Touch
                  up paint in Building 310, Suite 150 and Building 300 Suite
                  150.

              


      

      
        	 	
                5.

              	
                Construct
                  "anti-room" in Building 310, Suite 150 as delineated in "Exhibit
                  A-1".

              


      

    

     

     

     

     

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