cellynx_ex1005.htm


    Exhibit
10.5

    “FULL
SERVICE” OFFICE LEASE

    CEMO-COMMERCIAL,
INC., 1107 Investment Blvd, Suite 150, El Dorado Hills, California
95762

    


    THIS
LEASE is made as of the      
February 21, 2008      , (dated for
reference purposes only) by and between Landlord and Tenant.

    


    1.  Terms and Definitions. For the
purposes of this Lease, the following terms shall have the following definitions
and meanings:

    


    “Full
Service” Lease: In general, other than elaborated upon elsewhere in this Lease,
this Lease provides for rental payment that covers common area and building
maintenance, building taxes, utilities, janitorial services and building
insurance.    Tenant pays costs of installation and
maintenance of telephone/communication and security systems.

     

    
      	Landlord:	CSS Properties,
      LLC
	 	 
	Landlord's
      Address:	
              1107
      Investment Blvd, Ste 150

              El Dorado
      Hills, CA 95762

            
	 	 
	Tenant:	Cellynx,
    Inc.
	 	 
	Building
      Address:	
              5047
      Robert J Mathews Parkway

              El Dorado Hills, CA 95762

            
	 	 
	Suite
    number:	Suite
  400
	 	 
	Premises:	Those certain
      premises defined in Paragraph 2(a) hereinbelow, approximately as shown on
      the drawing, to be shown as Exhibit A.


    

     

    Approximate
Square Feet within Premises: Approximately       
1,570         square feet of
11,520 square foot building. Square feet shall be computed to include
measurements to the outside of the outside walls, or where walls are recessed
the drip line, to the outside of the interior hallway walls, and to the middle
of interior walls that divide suites.

    


    
      	
              Term:

            	
              One
      (1) year, commencing on the Commencement Date, Upon Substantial
      Completion of Tenant Improvements, and terminating one (1) year from
      Commencement Date.

            


    

    


    
      	
              Early
      Possession:

            	
              

                  
              N/A            
       ("Early Possession Date").  If an Early
      Possession Date is specified and if Tenant totally or partially occupies
      the Premises after the Early Possession Date but prior to the Commencement
      Date, the obligation to pay Base Rent shall be abated for the period of
      such early occupancy.  All other terms of this Lease shall be in
      effect during such period.  Any such early possession shall not
      affect nor advance the Expiration Date of the Original
      Term.

              

            
	 	 
	Rent:	See
      Paragraph 52 for monthly rent during each year of this lease.
	 	 
	Security
      Deposit:	The
      Security Deposit shall be $2,198.00.
	 	 
	Brokers:	The
      following real estate broker(s) (collectively, the "Brokers") and
      brokerage relationships exist in this transaction and are consented to by
      the Parties (check applicable boxes):


    

     

    
      	o   _________________	represents
      Landlord exclusively ("Landlord's Broker");
	o   _________________	represents
      Tenant exclusively (“Tenant’s Broker");
	x  Cemo Commercial,
      Inc.	represents
      both Landlord and Tenant ("Dual Agency").


    

    


    Payment
to Brokers: Upon the execution of this Lease by both Parties, Landlord shall pay
to said Broker(s) jointly, or in such separate shares as they may mutually
designate in writing, a fee as set forth in a separate written agreement between
Landlord and said Broker(s) (or in the event there is no separate written
agreement between Landlord and said Broker(s), the sum of (per agreement) for
brokerage services rendered by said Broker(s) in connection with this
transaction.

     

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    2.    Premises and Common Areas
Leased.

     

    a.    Landlord
hereby leases to Tenant and Tenant hereby leases from Landlord, the Premises
contained within the suite designated in Paragraph 1 and improved by Landlord
with the Leasehold Improvements described in plans to be provided by Landlord
and approved by Tenant, said Premises being agreed, for the purposes of this
Lease, to have an area approximately the number of square feet designated in
Paragraph 1, of that certain office building located at the address designated
in Paragraph 1 (hereinafter called "Building".)  The Premises exclude
the common rest rooms, entrance area, hallways, access ways, pipes, conduits,
wires and appurtenant fixtures serving exclusively or in common other parts of
the office project.  Tenant covenants as a material part of the
consideration for this Lease to keep and perform each and all of Lease terms,
covenants and conditions.

     

    b.    Tenant shall
have the non-exclusive right to use in common with other tenants in the Building
and subject to the Rules and Regulations reasonably established by Landlord, the
following areas appurtenant to the Premises:

     

    (i)    The common
rest rooms, entrance area, hallways, access ways, pipes, conduits, wires and
appurtenant equipment serving the Premises;

     

    (ii)    Common
walkways and sidewalks necessary for access to the Building maintained by
Landlord.

     

    c.    Landlord
reserves the right from time to time without unreasonable interference with
Tenant’s use and having given Tenant prior notices:

     

    (i)    To install,
use, maintain, repair and replace pipes, ducts, wires and appurtenant meters and
equipment for service to other parts of the Building above the ceiling surfaces,
below the floor surfaces, within the walls and in the central core areas, and to
relocate any pipes, ducts, conduits, wires and appurtenant meters and equipment
included in the Premises which are located in the Premises or located elsewhere
outside the premises and to expand the Building;

     

    (ii)    To alter or
relocate any other common facility.

    


    3.    Term.  The term of
this Lease shall be for the period designated in Paragraph 1 commencing on the
Commencement Date, and ending on the expiration of such period, unless the term
hereby demised shall be sooner terminated as hereinafter provided. Upon
commencement of the term, this Lease shall be amended to set forth the actual
dates of commencement and ending of the term.

     

    4.    Possession.  Tenant
agrees that in the event of the inability of Landlord to deliver possession of
the Premises to Tenant on the date above specified for the commencement of the
term of this Lease, this Lease shall not be void or voidable, nor shall Landlord
be liable to Tenant for any loss or damage resulting therefrom, nor shall the
expiration date of the above term be in any way extended, but in such event
Tenant shall not be liable for any rent until such times as Landlord tenders
delivery of possession of the Premises to Tenant with Landlord's work therein,
if any, substantially completed. Should Landlord tender possession of the
Premises to Tenant prior the date specified for commencement of the term hereof,
and Tenant elects to accept such prior tender, such prior occupancy shall be
subject to all of the terms covenants and conditions of this Lease, including
the payment of rent.

     

    5.    Annual Basic
Rent.  The term "Commencement Date" as used herein is defined
in Paragraph 1, above.  From the Commencement Date, Tenant agrees to
pay landlord as Annual Basic Rent for the Premises the Annual Basic Rent
designated in twelve (12) equal monthly installments, each in advance on the
first day of each and every calendar month during said term. In the event the
term of this Lease commences or ends on a day other than the first day of a
calendar month, then the rental for such periods shall be prorated in the
proportion that the number of days this Lease is in effect during such periods
bears to thirty (30), and such rental shall be paid at the commencement of such
periods.  Said rental shall be paid to Landlord, without any prior
demand therefor and without any deduction or offset whatsoever in lawful money
of the United States of America, which shall be legal tender at the time of
payment, at the address of Landlord designated in Paragraph 1 or to such other
person or at such other place as Landlord may from time to time designate in
writing.

     

    
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6.    Rental
Adjustment.   Rent shall be adjusted in accordance with
Paragraph 52.

     

    7.    Security
Deposit.  Tenant has deposited with Landlord the Security
Deposit designated in Paragraph 1.  Said sum shall be held by Landlord
as security for the faithful performance by Tenant of all of the terms,
covenants, and conditions of this Lease to be kept and performed by Tenant
during the term hereof. If Tenant defaults with respect to any provisions of
this Lease, including but not limited to the provisions relating to the payment
of rent, landlord may (but shall not be required to) use, apply or retain all or
any part of this Security Deposit for the payment of any rent or any other sum
in default, or for the payment of any other amount which Landlord may spend or
become obligated to spend by reason of Tenant's default or to compensate
Landlord for any loss or damage which Landlord may suffer by reason of Tenant's
default.  If any portion of said deposit so used or applied, Tenant
shall, within ten (10) days after demand therefor, deposit cash with Landlord in
an amount sufficient to restore the Security Deposit to its original amount and
Tenant's failure to do so shall be a material breach to this
Lease.  Landlord shall not be required to keep this Security Deposit
separate from its general funds, and Tenant shall not be entitled to interest on
such Security Deposit.  If Tenant shall fully and faithfully perform
every provision of this Lease to be performed by it, the Security Deposit or any
balance thereof shall be returned to Tenant (or, at Landlord's option, to the
last assignee of Tenant's interests hereunder) at the expiration of the Lease
term.  Should Landlord sell its interest in the Premises during the
term hereof and if Landlord deposits with the purchaser thereof the then
unappropriated funds deposited by Tenant as aforesaid, thereupon Landlord shall
be discharged from any further liability with respect to such Security
Deposit.

     

    8.    Use.  Tenant shall
use the Premises for general office purposes and purposes incident thereto, and
shall not use or permit the Premises to be used for any other purpose without
the prior written consent of Landlord. Tenant shall not use or occupy the
Premises in violation of law or of the certificate of occupancy issued for the
Building of which the Premises are a part, and shall, upon five (5) days written
notice from Landlord, discontinue any use of the Premises which is declared by
any governmental authority having jurisdiction to be a violation of law or of
said certificate of occupancy.  Tenant shall comply with any direction
of any governmental authority having jurisdiction, which shall, by reason of the
nature of Tenant's use or occupancy of the Premises, impose any duty upon Tenant
or Landlord with respect to the Premises or with respect to the use of
occupation thereof.  Tenant shall not do or permit to be done anything
which will invalidate or increase the cost of any fire, extended coverage or any
other insurance policy covering the Building and/or property located therein an
shall comply with all rules, orders, regulations and requirements of the Pacific
Fire Rating Bureau or any other organization performing a similar
function.   Tenant shall promptly upon notice reimburse Landlord
as additional rent for any additional premium charged for such policy by reason
of Tenant's failure to comply with the provisions of this Paragraph
8.  Tenant shall not do or permit anything to be done in or about the
Premises which will unreasonably obstruct or interfere with the rights of other
tenants or occupants of the Building, or injure or annoy them, or use or allow
the Premises to be used for any improper, immoral, unlawful purpose, nor shall
Tenant cause, maintain or permit any nuisance in, on or about the
Premises.  Tenant shall not commit or suffer to be committed any waste
in or upon the Premises and shall keep the Premises in good repair and
appearance.  Notwithstanding the foregoing, Tenant shall have no
responsibility for repairing or maintaining:

     

    a.    Any items
warranted by Landlord,

     

    b.    Structural
portions of the Premises and the Building, including the roof, exterior walls
and foundation, and,

     

    c.    The
electrical, plumbing and HVAC systems within the Premises.  As part of
its use of the Premises, Tenant shall have the right to assemble and repair
equipment at the Premises incidental to its business, provided that such
activity does not constitute a major use of the Premises.

    


    9.    Payment and
Notices.  All rents and other sums payable by Tenant to
Landlord hereunder shall be paid to Landlord at the address designated by
Landlord in Paragraph 1 above or at such other places as Landlord may hereafter
designate in writing.  Any notice required or permitted to be given
hereunder must be in writing and may be given by personal delivery or by mail,
and if given by mail shall be deemed sufficiently given if sent by registered or
certified mail addressed to Tenant at the Building of which the Premises are a
part, or to Landlord at its address designated in Paragraph 1.  Either
party may by written notice to the other specify a different address for notice
purposes except that Landlord may in any event use the Premises as Tenant's
address for notice purposes.  Any notice or communication shall be
deemed to have been given on the date, which it is personally delivered, or, if
mailed, three (3) days after the date on which it is deposited in the United
States.

     

    
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10.    Brokers.  The
parties recognize that the brokers who negotiate this Lease are the brokers
whose names are stated in Paragraph 1, and agree that Landlord shall be solely
responsible for the payment of brokerage commissions to said brokers, and that
Tenant shall have no responsibility therefor.  The parties warrant to
each other that each has not dealt with any real estate agents or broker other
than those brokers stated in Paragraph 1.  Each party agrees to
indemnify, defend, and hold harmless from all loss, claim, cost, and expense
incurred as a result of a breach of this warranty.

     

    11.    Holding Over.  If
Tenant holds over after the expiration or earlier termination of the term hereof
without the express written consent of Landlord, Tenant shall become a tenant at
sufferance only, at a rental rate equal to one hundred fifty percent (150%) of
the rent in effect upon the date of such expiration (subject to adjustment as
provided in Paragraph 6 hereof and prorated on a daily basis), and otherwise
subject to the terms, covenants and conditions herein specified, so far as
applicable.  Acceptance by Landlord of rent after such expiration or
earlier termination shall not constitute a holdover hereunder or result in a
renewal.  The forgoing provision of this Paragraph 11 are in addition
to and do not affect Landlord's right of re-entry or any rights of Landlord
hereunder or as otherwise provided by law.

     

    12.    Taxes on Tenant's Personal Property
and Trade Fixtures.

     

    a.    Tenant shall
be liable for and shall pay at least ten (10) days before delinquency, taxes
levied against any personal property or trade fixtures placed by Tenant in or
about the Premises.

     

    b.    Landlord
shall be responsible and shall pay for all taxes attributable to the real
property Leasehold Improvements made by Landlord to the Premises.

    


    13.    Condition of
Premises.  Except as otherwise provided in this Lease, Tenant
acknowledges that neither Landlord nor any agent of Landlord had made any
representation or warranty with respect to the Premises or the Building or with
respect to the suitability of either for the conduct of Tenant's
business.  Landlord hereby represents and warrants to Tenant that as
of the Commencement Date, the Premises, Building and the property are in
compliance with all applicable governmental laws, ordinances or regulations
applicable to the use of the Premises, including, without limitation, the
Americans with Disabilities Act of 1990.  Landlord shall indemnify,
protect, defend and hold Tenant harmless from and against any costs, losses, or
damages arising out of a breach of the foregoing representation.

     

    14.    Alterations.

     

    a.    Tenant shall
make no alterations, decorations, additions or improvements in or to the
Premises without Landlord's prior written consent, and then only by contractors
or mechanics approved by Landlord.  Tenant agrees that there shall be
no constructions of partitions or other obstructions, which might interfere with
Landlord's free access to mechanical installations or facilities.  All
such work shall be done at such times and in such manner as Landlord may from
time to time designate.  Tenant covenants and agrees that all work
done by Tenant shall be performed in full compliance with all laws, rules,
orders, ordinances, directions, regulations, and requirements of all
governmental agencies, offices, departments, bureaus and boards having
jurisdiction and in full compliance with the rules, orders, directions,
regulations, and requirements of the Pacific Fire Rating Bureau, or of any
similar body.  Before commencing any work, Tenant shall give Landlord
at least five (5) days written notice of the proposed commencement of such work
and shall, if required by Landlord, secure at tenant's own cost and expense, a
completion and lien indemnity bond, satisfactory to Landlord, for said
work.  Tenant further covenants and agrees that any mechanic's lien
filed against the Premises or against the Building for work claimed to have been
done for, or materials claimed to have been furnished to tenant, will be
discharged by Tenant by bond or otherwise, within ten (10) days after the filing
thereof, at the cost and expense of Tenant.  All alterations,
decorations, additions or improvements upon the Premises, made by either party,
including (without limiting the generality of the foregoing) all wall covering,
built-in cabinet work, paneling, and the like, shall, unless Landlord elects
otherwise, become the property of Landlord and shall remain upon, and be
surrendered with the Premises, as a part thereof, at the end of the term hereof,
expect that Landlord may, by written notice to Tenant, given at the time such
work is performed, require Tenant to remove all partitions counters, railings,
and the like installed by Tenant, and tenant shall repair any damage to the
Premises arising from such removal or at Landlord's option, shall pay to the
Landlord's costs of such removal and repair.  Notwithstanding anything
contained in the foregoing to the contrary, Tenant shall have the right, without
the consent of Landlord, to make certain minor alterations or improvements to
the Premises costing in the aggregate not greater than $10,000, provided,
however, that Tenant shall provide Landlord with notice of its intent to perform
such work in advance of such performance.

     

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    b.    All articles
of personal property and all business and trade fixtures, machinery and
equipment, furniture and movable partitions owned by Tenant or installed by
Tenant at its expense in the Premises shall be and remain the property of Tenant
and may be removed by Tenant at any time during the lease term provided Tenant
is not in default hereunder, and provided further that Tenant shall repair any
damage caused by such removal.  If Tenant shall fail to remove all of
its effects from said Premises upon termination of this Lease for any cause
whatsoever, Landlord may, at its option, remove the same in any manner that
Landlord shall choose, and store said effects without liability to Tenant for
loss thereof, and Tenant agrees to pay Landlord upon demand any and all expenses
incurred in such removal, including court costs and attorneys' fees and storage
charges on such effects for any length of time that the same shall be in
Landlord's possession, or Landlord may, at its option without notice, sell said
effects, or any of the same, at private sale and without legal process, for such
price as Landlord may obtain and apply the proceeds of such sale upon any
amounts due under this Lease from Tenant to landlord and upon the expense
incident to the removal and sale of said effects.

     

    c.    Landlord
reserves the right at any time and from time to time without the same
constituting an actual or constructive eviction and without incurring any
liability to Tenant therefor or otherwise affecting Tenant's obligations under
this Lease, to make such changes, alterations, additions, improvements, repairs
or replacements in or to the Building (including the Premises if required so to
do by any law or regulation) and the fixtures and equipment thereof, as well as
in or to the street entrances, halls, passages and stairways, thereof, to change
the name by which the Building is commonly known, as Landlord may deem necessary
or desirable.  Nothing contained in this Subparagraph 14c. Shall be
deemed to relieve Tenant of any duty, obligation, or liability of tenant with
respect to making any repair, replacement or improvement or complying with any
law, order or requirement or any government obligation, responsibility or
liability whatsoever, for the care, supervision or repair of the Building or any
part thereof other than as otherwise provided in this
Lease.  Notwithstanding anything contained in the foregoing to the
contrary, no such changes, alteration, additions, improvement, repairs or
replacements in or to the building, and the fixtures or equipment thereof, shall
materially affect tenant's access to and use of the Premises.

    


    15.    Repairs.

     

    a.    Subject to
the representations and warranties and repair obligations of Landlord contained
in this Lease, by entry hereunder, Tenant shall accept the premises as being in
good and sanitary order, condition and repair.  Tenant shall, when and
if needed or whenever reasonably requested by Landlord to do so, when not
resulting from natural disaster as covered by Landlord’s insurance, at Tenant’s
sole cost and expense, make all repairs to the Premises and every part thereof,
including all windows and doors, to keep, maintain and preserve the premises in
good condition and repair.  Tenant shall upon the expiration or sooner
termination of the term hereof surrender the Premises to Landlord in the same
conditions when received, ordinary wear and tear and casualty damages (i.e.
fire, earthquake) accepted.  At Lease termination, Tenant shall not be
responsible for repainting walls or cleaning carpet unless damage is beyond that
considered normal wear and tear.  Landlord shall have no obligation to
alter, remodel, improve, repair, decorate or paint the Premises or any part
thereof and the parties hereto affirm that Landlord has made no representations
to Tenant respecting the condition of the Premises or the Building except as
specifically herein set forth.

     

    b.    Anything
contained in Subparagraph 15a above to the contrary notwithstanding, Landlord
shall repair and maintain the structural portions of the Building and the
premises including the basic plumbing, heating, ventilating, air conditioning
and electrical systems installed or furnished by Landlord, unless such
maintenance and repairs are caused in part or in whole by Tenant, its agents,
servants, or employees in which case Tenant shall pay to Landlord, as additional
rent, the reasonable cost of such maintenance and repairs.  Landlord
shall not be liable for any failure to make any such repairs or to perform any
maintenance unless such failure shall persist for an unreasonable time (normally
two days) after written notice of the need of such repairs or maintenance is
given to Landlord by Tenant.  Tenant waives the right to make repairs
at Landlord's expense under any law, statute or ordinance now or hereafter in
effect.  Landlord also shall be responsible for repairing and
maintaining in good condition and repair the common areas of the Building and
the Premises.  Notwithstanding anything contained in the foregoing to
the contrary, in the event that, as a result of any repairs, maintenance or
improvements by Landlord to the Building or the Premises, Tenant's ability to
use the Premises is adversely affected for a period of two (2) or more business
days, all rent payable hereunder shall abate until such time as such repairs,
maintenance or improvements no longer adversely affect Tenant's use of the
Premises; provided, however, that no such abatement shall apply in the vent such
repairs, maintenance or improvement are necessitated by Tenant's negligence or
willful misconduct.

     

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    c.    Matters
Pertaining to Toxic Mold.  Whenever the terms “Hazardous Materials”,
“Hazardous Substances”, or similar terms are used within the lease, such
definitions shall include or shall mean mold and fungi of all types and
conditions, whether containing toxic properties or not.  Furthermore,
tenant shall comply with any guidelines established by the California Department
of Health Services for the prevention or remediation of mold.  In
addition to tenant’s obligation to prevent and remediate the existence of mold
as required under this lease, tenant shall immediately notify landlord of any
mold or chronic water intrusion or flood conditions that exist upon or within
the Premises.

    


    Regardless
of the cause or responsibility for the presence of mold or a chronic water
intrusion or flood condition, tenant shall take all steps necessary to prevent
the amplification of any contamination problem, and shall take all steps
necessary to prevent tenant’s employees, agents, invitees, customers, etc. from
becoming exposed to any mold condition.

    


    16.    Liens.  Tenant shall
not permit any mechanic's, materialmen's or other liens to be filed against the
real property of which the Premises form a part nor against the Tenant's
leasehold interest in the Premises.

     

    17.    Entry by
Landlord.  Landlord reserves and shall, after providing prior
notice to Tenant, have the right to enter the Premises to inspect the same and
any other service to be provided by Landlord to Tenant hereunder, to submit said
Premises to prospective purchasers or tenants, to post notices of
non-responsibility, to alter, improve or repair the Premises or any other
portion of the Building, all without being deemed guilty of any eviction of
tenant and without abatement of rent, and may, in order to carry out such
purposes, erect scaffolding and other necessary structures where reasonably
required by the character of the work to be performed, provided that the
business of Tenant shall be interfered with as little as is reasonably
practicable.  Tenant hereby waives any claim for damages for any
injury or inconvenience to or interference with Tenant's business, any loss of
occupancy or quiet enjoyment of the Premises, and any other loss occasioned
thereby.  For each of the aforesaid purposes, Landlord shall at all
times have and retain a key with which to unlock all of the doors in, upon and
about the Premises, excluding Tenant's vaults and safes and Landlord shall have
the right to use any and all means which Landlord may deem proper to open said
doors in an emergency in order to obtain entry to the Premises, and any entry to
the Premises obtained by Landlord by any of said means, or otherwise, or an
eviction of Tenant from the Premises or any portion thereof, and any damages
caused on account thereof shall be paid by Tenant.  Is understood and
agreed that no provisions of this Lease shall be construed as obligation for
Landlord to perform any repairs, alterations or decorations except as otherwise
expressly agreed herein to be performed by Landlord.

     

    18.    Utilities and
Services.  Landlord agrees to furnish to the Premises
reasonable quantities of electric current for normal lighting and fractional
horsepower office machines, water for lavatory and drinking purpose, heat and
air conditioning (engineered for size) required in Landlord's reasonable
judgment for the comfortable use and occupancy of the Premises. Landlord shall
not be liable for, and Tenant shall not be entitled to any abatement or
reduction of rent by reason of Landlord's failure to furnish any of the
foregoing when such failure is caused by accident, breakage, repairs strikes,
lockouts, or other labor disturbances or labor disputes of any character, or for
any other causes.  Notwithstanding anything contained in the foregoing
to the contrary, in the event that interruption in utilities or services to the
Premises continues for a period of three (3) or more days and such interruption
is not the direct result of Tenant's negligence or willful misconduct, all rent
payable hereunder shall abate until such time as such utilities and/or services
are restored to the Premises.  If such interruption continues for a
period of thirty (30) or more days, Tenant shall have the right to terminate
this Lease upon ten (10) days written notice to Landlord.  Landlord
shall provide janitorial services to the Premises.  Landlord shall pay
costs of gas and electrical services to the Premises.

     

    19.    Bankruptcy.  If
Tenant shall file a petition in bankruptcy under any Chapter of the Bankruptcy
Act as then in effect, or if Tenant be adjudicated bankrupt in involuntary
bankruptcy proceedings and such adjudication shall not have been vacated within
sixty (60) days from the date thereof, or if a receiver or trustee be appointed
of Tenant’s property, and the order appointing such receiver or trustee not be
set aside or vacated within sixty (60) days after the entry thereof, or if the
Tenant shall assign Tenant's estate or effects for the benefit of creditors,
Landlord may, if Landlord so elects, with or without notice of such election and
with or without entry or action by Landlord, forthwith terminate this Lease, and
notwithstanding any other provision of this Lease, Landlord in addition to any
and all rights and remedies allowed by law or equity, shall upon such
termination be entitled to recover damages in the amount provided in Paragraph
25 (b) below and neither Tenant nor any person claiming through or under Tenant
or by virtue of any statue or order of any court shall be entitled to possession
of the Premises but obtain as damages by reason of any such termination an
amount equal to the maximum allowed by any statue or rule of law in effect at
the time when, and governing the proceedings in which such damages are to be
proved, whether or not such amount be greater, equal to, or less than the amount
of damages recoverable under the provisions of this Paragraph 19.

     

    
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    20.    Indemnification.   Except
to the extent arising from Landlord's negligence or willful misconduct, Tenant
shall indemnify and hold harmless Landlord against and from any and all claims
arising from Tenant's use of the Premises or the conduct of its business or from
any activity, work, or thing done, permitted or suffered by Tenant in or about
the Premises, and shall further indemnify and hold harmless Landlord against and
from any and all claims arising from any breach or default in the performance of
any obligation on Tenant's part to be performed under the terms of this Lease,
or arising from any act negligence or intentional misconduct, any action or
proceeding brought thereon; and in case any action or proceeding be brought
against Landlord by reason of any such claim, Tenant upon notice from Landlord
shall defend the same at Tenant's expense by counsel approved in writing by
Landlord.  Tenant, as a material part of the consideration to
Landlord, hereby assumes all risk of damage to property or injury to persons,
upon or about the Premises from any cause whatsoever except that which is caused
by Landlord's negligence or by the failure of Landlord to observe any of the
terms and conditions of this Lease and such failure has persisted for an
unreasonable time, and Tenant hereby waives all its claims in respect thereof
against Landlord. Except to the extent arising out of Tenant's negligence or
willful misconduct, Landlord shall indemnify and hold harmless Tenant against
and from any and all claims arising from any activity, work, or thing done,
permitted or suffered by Landlord in or about the Building, and shall further
indemnify and hold harmless Tenant against and from any and all claims arising
from any breach or default in the performance of any obligation on Landlord's
part to be performed under the terms of this Lease, or arising from the
negligence or intentional misconduct of Landlord, or of its agents or employees,
and from and against all costs, attorney's fees, expenses and liabilities
incurred in or about such claim or any action or proceeding brought thereon; and
in case any action or proceeding be brought against Tenant by reason of such
claim, Landlord upon notice from Tenant shall defend the same at Landlord's
expense by counsel approved in writing by Tenant.

     

    21.    Damage to Tenant's
Property.  Except to the extent arising from Landlord's
negligence or willful misconduct, notwithstanding the provision of Paragraph 20
to the contrary, Landlord or its agents shall not be liable for any damage to
property entrusted to employees of the Building, nor for loss of or damage to
any property by theft or otherwise, nor for any injury or damage to persons or
property resulting from fire, explosion, falling plaster, steam, gas,
electricity, water or rain which may leak from any part of the Building or from
the pipes, appliances or plumbing works therein or from the roof, street, or
sub-surface or from any other place or resulting from dampness or any other
cause whatsoever.  Landlord or its agents shall not be liable for
interference with the light or other incorporeal
hereditaments.  Tenant shall give prompt notice to Landlord in case of
fire or accidents in the Premises or in the Building or defects therein or in
the fixtures or equipment.

     

    22.    Insurance.

     

    a.    Tenant shall,
during the entire term hereof and during any rent free period or period of prior
occupancy, at its sole cost and expense, obtain, maintain and keep in full force
and effect, with Tenant, Landlord and the mortgagees of Landlord named as
insureds therein as their respective interests may appear, the following
insurance:

     

    (i)    Fire
insurance including extended coverage, vandalism and malicious mischief upon
property of every description and kind owned by Tenant and located in the
Building or for which Tenant is legally liable or installed by or on behalf of
Tenant including, without limitation, furniture, fittings, installations,
fixtures and any other personal property, in an amount which comprises full
replacement cost, the decision of Landlord or the mortgagees of Landlord shall
be conclusive.

     

    (ii)    Commercial
General Liability Insurance, coverage to include personal injury, bodily injury,
broad form property damage, operations hazard, owner's protective coverage,
contractual liability, products and completed operations liability in limits of
not less than One Million Dollars ($1,000,000) inclusive.

     

    
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    (iii)    Workers’
Compensation and Employer's Liability Insurance, which meets statutory
requirements for the State of California.

     

    b.    All policies
shall be taken out with insurers reasonably acceptable to Landlord and in form
satisfactory from time to time to Landlord.  Tenant agrees that
certificates of insurance on the Landlord's standard form, or if required by
Landlord or the mortgagees of Landlord, certified copies of each such insurance
policy, will be delivered to Landlord as soon as practicable after the placing
of the required insurance, but in no event later than ten (10) days after Tenant
takes possession of all or any part of the Premises, including possession taken
under the last sentence of Paragraph 4 hereof.  All policies shall
contain an undertaking by the insurers to notify Landlord and the mortgagees of
Landlord in writing not less than thirty (30) days prior to any material change
reduction in coverage, cancellation, or other termination thereof.

     

    c.    In the event
of damage to or destruction of the Building entitling Landlord to terminate this
lease pursuant to Paragraph 23 hereof, if the Premises have also been damaged,
Tenant will immediately pay to Landlord all of its insurance proceeds relating
to the Leasehold Improvements and alterations in the Premises.  If the
Premises have not been damaged, Tenant will deliver to Landlord, in accordance
with the provisions of this Lease, the Leasehold Improvements, the alterations
and the Premises.

     

    d.    Landlord
covenants and agrees that throughout the Term it will insure the Building
(excluding any property with respect to which Tenant is obliged to insure
pursuant to the provisions of Subparagraph 22 a. above), against damage by fire
and standard extended coverage perils and public liability insurance in such
reasonable amounts with such reasonable deductions as would be carried by a
prudent owner of a similar building in El Dorado Hills Business
Park.  Landlord may, but shall not be obliged to, take out and carry
any other form or forms of insurance as it or the mortgagees of Landlord may
reasonably determine advisable.  Notwithstanding any contribution by
Tenant to the cost of insurance premiums, as provided herein, Tenant
acknowledges that it has no right to receive any proceeds from any such
insurance policies carried by Landlord.  Landlord will not carry
insurance of any kind on Tenant's furniture or furnishings, or on any fixtures,
equipment, improvements or appurtenances of Tenant under this Lease; and
Landlord shall not be obligated to repair any damage thereto or replace the
same.

     

    e.    Tenant agrees
that it will not keep, use, sell or offer for sale in or upon the Premises any
article, which may be prohibited by any insurance policy in force from time to
time covering the Building and Building Standard Work. In the event Tenant's
occupancy or conduct of business in or on the Premises, whether or not Landlord
has consented to the same, results in any increase in premiums as additional
rent within ten (10) days after being billed therefor by Landlord.  In
determining whether increased premiums are a result of Tenant's use or occupancy
of the Premises, a schedule issued by the organization computing the insurance
rate on the Building or the leasehold Improvements showing the various
components of such rate, shall be conclusive evidence of the several items and
charges, which make up such rate.  Tenant shall promptly comply with
all reasonable requirements of the insurance authority or of any insurer now or
hereafter in effect relating to the Premises.

     

    f.    If any
insurance policy carried by Landlord, as provided by Subparagraph 22 d. above,
shall be canceled or cancellation shall be threatened or the coverage thereunder
reduced or threatened to be reduced, in any way by reason of the use or
occupation of the Premises or any part thereof by Tenant or by any assignee or
subtenant of Tenant or by anyone permitted by Tenant to be upon the Premises
and, if Tenant fails to remedy the condition by giving rise to cancellation, or
threatened cancellation or reduction of coverage within ten (10) days after
notice thereof, Landlord may at its option, either terminate this Lease or enter
upon the Premises and attempt to remedy such conditions and Tenant shall
forthwith pay the cost thereof to Landlord as additional rent. Landlord shall
not be liable for any damage or injury caused to any property of Tenant or of
others located in the Premises as a result of such entry.  In the
event that the Landlord shall be unable to remedy such condition, the Landlord
shall have all of the remedies provided for in this Lease in the event of a
default by Tenant. Notwithstanding the foregoing provision of this Subparagraph
22f, if Tenant fails to remedy as aforesaid, Tenant shall be in default of its
obligation hereunder and Landlord shall have no obligations to attempt to remedy
such default.

     

    g.    Any policy or
policies of fire, extended coverage or similar casualty insurance, which either
party obtains in connection with the Premises shall include a clause or
endorsement denying the Insurer any rights of subrogation against the other
party to the extent rights have been waived by the insured prior to the
occurrence of injury or loss.  Landlord and Tenant waive any right of
recovery against the other for injury or loss due to hazards covered by
insurance containing such a waiver of subrogation clause or endorsement to the
extent of the injury or loss covered thereby.

     

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23.    Damage or
Destruction.

     

    a.    In the event
the Building and/or the Building Standard Work is damaged by fire or other
perils covered by Landlord's extended coverage insurance, Landlord
shall:

     

    (i)    In the event
of total destruction, at Landlord's option, within a period of ninety (90) days
thereafter, commence repair, reconstruction and restoration of said Building
and/or Building Standard Work and prosecute the same diligently to completion,
in which event this Lease shall remain in full force and effect; or within said
ninety (90) day period elect not to so repair, reconstruct or restore said
Building and/or Building Standard Work, in which event this Lease shall
terminate.  In either event, Landlord shall give Tenant written notice
of its intention within said ninety (90) day period.  In the event
Landlord elects not to restore said Building and/or Building Standard Work, this
lease shall be deemed to have terminated as of the date of such total
destruction.

     

    (ii)    In the event
of a partial destruction of the Building and/or the Building Standard Work, to
an extent not exceeding twenty-five percent (25%) of the full insurable value
thereof and if the damage thereto is such that the Building and/or the Building
Standard Work may be repaired, reconstructed or restored within a period of
ninety (90) days from the date of the happening of such casualty and Landlord
will receive insurance proceeds sufficient to cover the cost of such repairs,
Landlord shall commence and proceed diligently with the work of repair,
reconstruction and restoration and the Lease shall continue in full force and
effect.  If such work of repair, reconstruction and restoration is
such as to require a period longer than ninety (90) days or exceeds twenty -five
percent (25%) of the full insurable value thereof, or if said insurance proceeds
will not be sufficient to cover the cost of such repairs, Landlord either may
elect to so repair, reconstruct or restore and this Lease shall continue in full
force and effect or Landlord may elect not to repair, reconstruct or restore and
the Lease shall in such event terminate.  Under any of the conditions
of this Subparagraph 23a ii), Landlord shall give written notice to Tenant of
its intention within said ninety (90) day period.  In the event
Landlord elects not to restore said Building and/or Building Standard Work, this
Lease shall be deemed to have terminated as of the date of such partial
destruction.

     

    b.    Upon
termination of this Lease under any of the provisions of this Paragraph 23, the
parties shall be released thereby without further obligation to the other from
the date possession of the Premises is surrendered to Landlord except for items
which have theretofore accrued and are then unpaid.

     

    c.    In the event
of repair, reconstruction and restoration by Landlord as herein provided, the
rental provided to be paid under this Lease shall be abated proportionately with
the degree to which Tenant's use of the Premises is impaired during the period
of such repair, reconstruction or restoration.  Tenant shall not be
entitled to any compensation or damages for loss in the use of the whole or any
part of the Premises and/or any inconvenience or annoyance occasioned by such
damage, repair, reconstruction or restoration.

     

    d.    Tenant shall
not be released from any of its obligations under this Lease except to the
extent and upon the conditions expressly stated in this Paragraph
23.  Notwithstanding anything to the contrary contained in this
Paragraph 23, should Landlord be delayed or prevented from repairing or
restoring the damaged Premises within one hundred fifty (150) days after the
occurrence of such damage or destruction by reason of acts of God, war,
governmental restrictions, inability to procure the necessary labor or
materials, or other cause beyond the control of Landlord, Landlord shall be
relieved of its obligation to make such repairs or restoration and Tenant shall
be released from its obligations under this Lease as of the end of said one
hundred fifty(150) day period.

     

    e.    It is hereby
understood that if Landlord is obligated to or elects to repair or restore as
herein provided, Landlord shall be obligated to make repairs or restoration only
of those portions of the Building and the Premises which were originally
provided at Landlord expense, and the repair and restoration of items not
provided at Landlord's expense shall be the obligation of Tenant.

     

    f.    Notwithstanding
anything to the contrary contained in this Paragraph 23, Landlord shall not have
any obligation whatsoever to repair, reconstruct or restore the Premises when
the damage resulting from any casualty covered under this Paragraph 23 occurs
during the last twelve (12) months of the term of this Lease or any extension
hereof, and either party shall have the right to terminate this
lease.

     

    
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    g.    Notwithstanding
anything to the contrary contained in this Paragraph 23, if reasonably adequate
temporary space cannot be secured within 20 miles of the building, at a cost of
no more than 150% of the rent that would otherwise be due the Landlord, the
Tenant shall have the right to terminate the Lease.

    


    24.    Eminent Domain.  In
case the whole of the Premises, or such part thereof as shall substantially
interfere with Tenant's use and occupancy thereof, shall be taken for any public
or quasi-public purpose by any lawful power or authority by exercise of the
right of appropriation, condemnation or eminent domain, or sold to prevent such
taking, either party shall have the right to terminate this Lease effective as
of the date possession is required to be surrendered to said
authority.  Tenant shall not assert any claim against Landlord or the
taking authority for any compensation because of such taking, and Landlord shall
be entitled to receive the entire amount of any award without deduction for any
estate or interest of Tenant.  In the event the amount of property or
the type of estate taken shall not substantially interfere with the conduct of
Tenant's business, Landlord shall be entitled to the entire amount of the award
without deduction for any estate or interest of Tenant, and Landlord at his
option may terminate this Lease.  If Landlord does not so elect,
Landlord shall promptly proceed to restore the Premises to substantially their
same condition prior to such partial taking, and proportionate allowance shall
be made to Tenant for the rent corresponding to the time during which, and to
the part of the Premises of which, Tenant shall be so deprived on account of
such taking and restoration.  Nothing contained in this Paragraph 24
shall be deemed to give Landlord any interest in any award made to Tenant for
the taking of personal property and fixtures belonging to Tenant.

     

    25.    Defaults and
Remedies.

     

    a.    The
occurrence of any one or more of the following events shall constitute a default
hereunder by Tenant:

     

    (i)    The failure
by Tenant to make any payment of rent or additional rent or any other payment
required to be made by Tenant hereunder, as and when due, where such failure
shall continue for a period of three (3) days after written notice thereof from
Landlord to Tenant; provided however, that any such notice shall be in lieu of,
and not in addition to, any notice required under California Code of Civil
Procedure § 1161.

     

    (ii)    The failure
by Tenant to observe or perform any of the express or implied covenants or
provision of this lease to be observed or performed by Tenant, other than as
specified in Subparagraph 25a. (i) above, where such failure shall continue for
a period of thirty (30) days after written notice thereof from Landlord to
Tenant; provided, however, that any such notice shall be in lieu of, and not in
addition to, any notice required under California Code of Civil Procedure §
1161; provided, further, that if the nature of Tenant's default is such that
more than thirty (30) days are reasonably required for its cure, then Tenant
shall not be deemed to be in default if Tenant shall commence such cure within
said thirty (30) days period and thereafter diligently prosecute such cure to
completion, which completion shall occur not later than sixty (60) days from the
date of such notice from Landlord.

     

    (iii)    (1) The
making by Tenant of any general assignment for the benefit of creditors; (2) the
filing by or against Tenant of a petition to have Tenant adjudged bankrupt or a
petition for reorganization or arrangement under any law relating to bankruptcy
(unless, in the case of a petition files against Tenant, the same is dismissed
within sixty (60) days); (3) the appointment of a trustee or receiver to take
possession of substantially all of tenant's assets located at the Premises or of
Tenant's interest in this Lease, where possession not restored to Tenant within
thirty (30) days; or (4) the attachment, execution or other judicial seizure of
substantially all of Tenant's assets located at the Premises or of Tenant's
interest in this Lease where such seizure is not discharged within sixty (60)
days.

     

    b.    In the event
of any such default by Tenant, in addition to any other remedies available to
Landlord at law or in equity, Landlord shall have the immediate option to
terminate this Lease and all rights of Tenant thereunder.  In the
event that Landlord shall elect to so terminate this Lease then Landlord may
recover from Tenant:

     

    (i)    The worth at
the time of award of any unpaid rent which had been earned at the time of such
termination; plus

     

    (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 Tenant proves could have been reasonably avoided;
plus

     

    
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    (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 Tenant
proves could be reasonably avoided; plus

     

    (iv)    Any other
amount necessary to compensate Landlord for all the detriment proximately caused
by Tenant's failure to perform his obligations under this Lease or which in the
ordinary course of things would be likely to result therefrom.

     

    As used
in paragraphs 25b. (i) and (ii) above, the "worth at the time of award" is
computed by allowing interest at the maximum rate permitted by law per
annum.  As used in Subparagraph 25b(iii) above, the "worth at the time
of award" is computed by discounting such amount at the discount rate of the
Federal Reserve Bank of San Francisco at the time of award plus one percent
(1%).

     

    c.    In the event
of any such default by Tenant, Landlord shall also have the right, with or
without terminating this Lease, to re-enter the Premises and remove all persons
and property from the Premises; such property may be removed and stored in a
public warehouse or elsewhere at the cost of and for the account of
Tenant.  No re-entry or taking possession of the Premises by Landlord
pursuant to this Subparagraph 25c. shall be construed as an election to
terminate this Lease unless a written notice of such intention is given to
Tenant or unless a court of competent jurisdiction thereof decides the
termination.

     

    d.    All rights,
options and remedies of Landlord contained in this Lease shall be construed and
held to be cumulative, and no one of them shall be exclusive of the other, and
Landlord shall have the right to pursue any one or all of such remedies or any
other remedy or relief which may be provided by law, whether or not stated in
this Lease. No waiver of any default of Tenant hereunder shall be implied from
any acceptance by Landlord or any rent or other payments due hereunder or any
omission by Landlord to take any action on account of such default if such
default persists or is repeated, and no express waiver shall affect defaults
other than as specified in said waiver.  The consent or approval of
Landlord to or of any act by Tenant requiring Landlord's consent or approval
shall not be deemed to waive or render unnecessary Landlord's consent or
approval to or of any subsequent similar acts by Tenant.

    


    26.    Assignment and
Subletting.  Tenant shall not voluntarily assign or encumber
its interest in this Lease or in the Premises, or sublease all or any part of
the Premises, or allow any other person or entity to occupy or use all or any
part of the Premises, without first obtaining Landlord's prior written
consent.  Any assignment, encumbrance or sublease without Landlord's
prior written consent shall be voidable at Landlord's election, and shall
constitute a default.  No consent to and assignment, encumbrance, or
sublease shall constitute a further waiver of the provisions of this
paragraph.  Tenant shall notify Landlord in writing of Tenant's intent
to sublease, encumber or assign this Lease and Landlord shall, within fifteen
(15) days of receipt of such written notice, elect one of the
following:

     

    a.    Consent to
such proposed assignment, encumbrance or sublease; or

     

    b.    Refuse in
writing such consent, which refusal shall be on reasonable grounds; which
grounds shall be set forth in such writing.

    


    Landlord's
waiver or consent to any assignment or subletting shall not relieve Tenant from
any obligation under this Lease.  Occupancy of all or part of the
Premise by parent, subsidiary, or affiliated companies of Tenant shall not be
deemed an assignment or subletting.

    


    27.    Subordination.  Without
the necessity of any additional document being executed by Tenant for the
purpose of effecting a subordination, and at the election of Landlord or any
first mortgagee with a lien on the Building or any ground lessor with respect to
the Building, the Lease shall be subject and subordinate at all times
to:

     

    a.    All
ground leases or underlying leases which may now exist or hereafter be executed
affecting the Building or the land upon which the Building is situated or both,
and

     

    b.    The lien of
any mortgage or deed of trust which may now exist or hereafter be executed in
any amount for which the Building, land, ground leases or underlying leases, or
Landlord's interest or estate in any of said items is specified as
security.  Notwithstanding the foregoing, Landlord shall have the
right to subordinate or cause to be subordinated any such ground leases or
underlying leases or any such liens to this lease.  In the event that
any ground lease or underlying lease terminates for any reason or any mortgage
or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made
for any reason, Tenant shall notwithstanding any subordination, attorn to and
become the Tenant of successor in interest to Landlord, at the option of such
successor in interest, provided that such successor-in-interest agrees to
execute a non-disturbance agreement reasonably acceptable to
Tenant.  Tenant covenants and agrees to execute and deliver, upon
demand by Landlord any additional reasonable documents evidencing the priority
or subordination of this Lease with respect to any such ground leases or
underlying leases or the lien of any such mortgagee or deed of trust provided
the same requires that any ground lessor mortgagee or beneficiary will recognize
this Lease in the event it succeeds to the interest of Landlord
hereunder.

     

    
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28.    Estoppel
Certificate.

     

    a.    Within
five (5) days following any written request which Landlord may make from time to
time, Tenant shall execute and deliver to Landlord a statement
certifying:

     

    (i)    The date
of commencement of this lease;

     

    (ii)    The fact
that this Lease is unmodified and in full force and effect (or if there have
been modifications hereto, that this Lease is in full force and effect, as
modified, and stating the date and nature of such modifications);

     

    (iii)    The date
to which the rental and other sums payable under this lease have been
paid;

     

    (iv)    The fact
that there are no current defaults under the Lease by either Landlord (to
Tenant's knowledge) or Tenant except as specified in Tenant's statement;
and

     

    (v)    Such
other matters reasonably requested by Landlord.  Landlord and Tenant
intend that any mortgagee, beneficiary, purchaser or prospective purchaser of
the Building or any interest may rely upon any statement delivered pursuant to
this Paragraph 28 therein.

     

    b.    Tenant's
failure to deliver such statement within such time shall be conclusive upon
Tenant;

     

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

     

    (ii)    That
there are no incurred defaults in Landlord’s performance; and

     

    (iii)    That not
more than one (1) month's rental has been paid in advance.

     

    c.    Within ten
(10) days following any written request which Tenant may make from time to time,
Landlord shall execute and deliver to Tenant a statement certifying as to the
matters listed in Paragraph 28a above and any other matters reasonably requested
by Tenant.

    


    29.    Rules and
Regulation.  Tenant shall faithfully observe and comply with
reasonable rules and regulations developed and put into effect by Landlord and
all reasonable and nondiscriminatory modifications thereof and additions thereto
from time to time put into effect by Landlord.  Landlord shall not be
responsible to Tenant for the violation or non-performance by any other tenant
or occupant of the Building of any of said rules and
regulations.  Landlord shall use reasonable efforts to uniformly
enforce common rules and regulations against all tenants of the
Building.

     

    30.    Conflict of
Laws.  This Lease shall be governed by and construed pursuant
to the laws of the State of California.

     

    31.    Successors and
Assigns.  Except as otherwise provided in this Lease, all of
the covenants, conditions and provisions of this Lease shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
personal representatives, successors and assigns.

     

    
      
        
        

      

      
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    32.    Surrender of
Premises.  The voluntary or other surrender of this Lease by
Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at
the option of Landlord, operate as an assignment to it of any or all subleases
or sub-tenancies.

     

    33.    Attorneys' Fees.

     

    a.    In the event
either party hereto should bring suit for the possession of the Premises, for
the recovery of any sum due under this Lease, or because of the breach of any
provisions of this Lease, or for any other relief against the other party
hereunder, then all costs and expenses, including reasonable attorneys' fees,
incurred by the prevailing party therein shall be paid by the other party, which
obligation on the part of the other party shall be deemed to have accrued on the
date of the commencement of such action and shall be enforceable whether or not
the action is prosecuted to judgment.

     

    b.    Should
Landlord be named as a defendant in any suit brought against Tenant in
connection with or arising out of Tenant's occupancy hereunder, Tenant shall pay
to Landlord its costs and expenses incurred in such suit, including reasonable
attorneys' fees.  Should Tenant be named as a defendant in any suit
brought against Landlord in connection with or arising out of Landlord's
interest in the Building, Landlord shall pay to Tenant its costs and expenses
incurred in such suit, including reasonable attorney's fees.

    


    34.    Performance by
Tenant.  All covenants and agreements to be performed by Tenant
under any of the terms of this Lease shall be performed by Tenant at Tenant's
sole cost and expense and without any abatement of rent.  If Tenant
shall fail to pay any sum of money, other than Annual Basic Rent, required to be
paid by it hereunder and such failure shall continue for three (3) days after
written notice thereof by Landlord, Landlord may, without waiving or releasing
Tenant from obligations of Tenant, but shall not be obligated to, make any such
payment or perform any such other act on Tenant's part to be made or performed
as in this Lease provided.  All sums so paid by Landlord and all
necessary incidental costs together with interest thereon at the maximum rate
permissible by law, from the date of such payment by Landlord, shall be payable
to Landlord on demand, Tenant covenants to pay any such sums, and Landlord shall
have (in addition to any other right or remedy of Landlord) the same rights and
remedies in the event of the non-payment thereof by Tenant as in the case of
default by Tenant in the payment of the Rent.  For each such late
payment, Tenant shall also pay to Landlord a service charge.  Rent
payment is due on the first day of each month and considered late and delinquent
if not received in Landlord's office by the tenth day of the
month.  Service charge for late payment shall be ten (10%) percent of
any past due balance.  In the event that any check, draft, or other
instrument of payment given by Tenant to Landlord is dishonored for any reason,
Tenant agrees to pay to Landlord the sum of $20.00 in addition to any late
charges incurred as stated above.

     

    35.    Mortgagee
Protection.  In the event of any default on the part of
Landlord, Tenant will give notice by registered or certified mail to any
beneficiary of a deed of trust or mortgage covering the Premises whose address
shall have been furnished to Tenant, and shall offer such beneficiary or
mortgagee a reasonable opportunity to cure the default.

     

    36.    Definition of Landlord. The
term "Landlord" as used in this Lease, so far as covenants or obligations on the
part of Landlord are concerned, shall be limited to mean and include only the
owner or owners, at the time in question, of the fee title of the
Premises.  In the event of any transfer, assignment or other
conveyance or transfers of any such title or leasehold, Landlord herein named
(and in case of any subsequent transfer or conveyances, the then grantor) shall
be automatically freed and relieved from and after the date of such transfer,
assignment or conveyance of all liability as respects the performance of any
covenants or obligations on the part of Landlord contained in this Lease
thereafter to be performed and, without further agreement, the transferee of
such title shall be deemed to have assumed and agreed to observe and perform any
and all obligations of Landlord hereunder, during its ownership of the
Premises.  Landlord may transfer its interest in the Premises without
the consent of Tenant and such transfer or subsequent transfer shall not be
deemed a violation on Landlord's part of any of the terms and conditions of this
Lease.

     

    37.    Waiver.  The waiver
by either party of any breach of any term, covenant or condition herein
contained shall not be deemed to be a waiver of any subsequent breach of the
same or any other term, covenant or condition herein contained, nor shall any
custom or practice which may grow up between the parties in the administration
of the terms hereof be deemed a waiver of, or in any way affect, the right of
either party to insist upon the performance by the other party in strict
accordance with said terms.  The subsequent acceptance of rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term, covenant or condition of this Lease, other than the
failure of Tenant to pay the particular rent so accepted, regardless of
Landlord's knowledge of such preceding breach at the time of acceptance of such
rent.

     

    
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38.    Parking.  Tenant
shall have the right to park in the building's parking facilities in common with
other tenants of the building project upon terms and conditions as may from time
to time be established by Landlord.  Tenant agrees not to overburden
the parking facilities and agrees to cooperate with Landlord and other tenants
in the use of the parking facilities.  Landlord reserves the right in
its absolute discretion to determine whether the parking facilities are becoming
crowded and to allocate and assign parking spaces between Tenant and other
tenants.  Landlord shall provide Tenant with one parking space for
each 250 square feet of the leased space within the Premises, as designated in
Paragraph 1, above, in the Building Project’s parking facilities at no
additional cost to Tenant.

     

    39.    Terms and
Headings.  The words "Landlord" and "Tenant" as used herein
shall include the plural as well as the singular.  Words used in any
gender include other genders.  If there are more than one Tenant the
obligations hereunder imposed upon Tenant shall be joint and
several.  The Paragraph headings of this Lease are not a part of this
Lease and shall have no effect upon the construction or interpretation of any
part hereof.

     

    40.    Examination of
Lease.  Submission of this instrument for examination or
signature by Tenant does not constitute a reservation of or option for Lease,
and it is not effective as a Lease or otherwise until execution by and delivery
to both Landlord and Tenant.

     

    41.    Time.  Time is of
essence with respect to the performance of every provision of this Lease in
which time or performance is a factor.

     

    42.    Prior Agreements:
Amendments.  This Lease contains all of the agreements of the
parties hereto with respect to any matter covered or mentioned in this Lease,
and no prior agreement or understanding pertaining to any such matter shall be
effective for any purpose.  No provisions of this Lease may be amended
or added to except by an agreement in writing signed by the parties hereto or
their respective successors in interest.

     

    43.    Separability.  Any
provision of this Lease which shall prove to be invalid, void or illegal in no
way affects, impairs or invalidates any other provision hereof, and such other
provisions shall remain in full force and effect.

     

    44.    Recording.  Neither
Landlord nor Tenant shall record this Lease or a short form memorandum thereof
without the consent of the other.

     

    45.    Consents.  Whenever
the consent of either party is required hereunder-such consent shall not be
unreasonably withheld, or delayed.

     

    46.    Limitation on
Liability.  In consideration of the benefits accruing
hereunder, Tenant and all successors and assigns covenant and agree that, in the
event of any actual or alleged failure, breach or default hereunder by
Landlord:

     

    a.    The sole and
exclusive remedy shall be against the Landlord and its assets.

     

    b.    No partner of
Landlord shall be sued or named as a party in any suit or action (except as may
be necessary to secure jurisdiction of the partnership);

     

    c.    No service of
process shall be made against any partner of Landlord (except as may be
necessary to secure jurisdiction of the partnership);

     

    d.    No partner of
Landlord shall be required to answer or otherwise plead to any service of
process;

     

    e.    No judgment
will be taken against any partner of Landlord;

     

    f.    Any judgment
taken against any partner of Landlord may be vacated and set aside at any
time;

     

    g.    No writ of
execution will ever be levied against the assets of any partner of
Landlord;

     

    
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    h.    These
covenants and agreements are enforceable both by Landlord and also by any
partner of  Landlord.

    


    47.    Riders.  Clauses,
plats and riders, if any, signed by Landlord and Tenant and affixed to this
Lease are a part thereof.

    


    48.    Signs and
Auctions.  Tenant shall not place any sign upon the Premises or
the Building or conduct any auction thereon.  Landlord shall provide
initial Tenant signage for suite entrance door limited to one business
name.

     

    49.    Modification for
Lender.  If, in connection with obtaining construction, interim
or permanent financing for the Building, the lender shall request reasonable
modifications in this Lease as a condition to such financing, Tenant will not
unreasonably withhold, delay or defer its consent thereto, provided that such
modifications do not increase the obligations of Tenant hereunder or materially
adversely affect the leasehold interest hereby created or Tenant's rights
hereunder.

     

    50.    Accord and
Satisfaction.  No payment by Tenant or receipt by Landlord of a
lesser amount than the rent payment herein stipulated shall be deemed to be
other than on account of the rent, nor shall any endorsement or statement on any
check or any letter accompanying any check or payment as rent be deemed an
accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord's right to recover the balance of such rent or pursue any
other remedy provided in this Lease.  Tenant agrees that each of the
foregoing covenants and agreements shall be applicable to any covenant or
agreement either expressly contained in this Lease or imposed by any statute or
at common law.

     

    51.    Financial
Statements.  At any time during the term of this Lease, Tenant
shall upon ten (10) business days prior written notice from Landlord, provide
Landlord with a current financial statement and financial statements of the two
(2) years prior to the current financial statement year.  Such
statement shall be prepared in accordance with generally accepted accounting
principles and, if such is the normal practice of Tenant, shall be audited by an
independent certified public accountant.  Landlord agrees that any
financial statements provided are to be kept confidential and treated as
proprietary information.  Such statements shall be used only in ways
that are reasonably related to this Lease and shall not be made
public.

     

    52.    Rent.  Monthly “full
service” rent for the first year of the Lease shall be at the rate of $  1.40        per
rentable square foot.  Following is the amount of monthly payments of
rent for the Premises, based upon rentable square feet of office
space.  Measurement of square feet is defined by architect’s plans and
Landlord and Tenant agree with such definition.  Rent amount includes
Landlord’s allowance for costs of gas and electric, based upon Tenant’s normal
use of utilities, five days per week from the hours of 6:00 am through 6:00
PM.  If Tenant exceeds normal use and costs, Landlord shall provide
written notification of the amount the costs exceed the allowance for the period
covered, and Tenant shall pay to Landlord the amount within 10 calendar days
after receiving the notification.  Tenant shall pay directly for costs
of any communication, telephone and security systems associated with the leased
space within the Premises, per Paragraph 1, above. Should the Commencement Date
be other than as shown in Paragraph 1, above, the dates below will be adjusted
accordingly.  First Month’s Rent ($2,198.00) and the Security Deposit
($2,198.00), total deposits of $      4,396.00                   ,
are to be made at the time of signing this Lease by Tenant.

     

    
      	RENTAL
      PERIOD	MONTHLY
      RENT
	Months 01-
    12	$2,198.00
	 	 
	OPTION
      PERIOD	MONTHLY
      RENT
	Months
    13-24	$2,264.00


    

     

    53.    Option to
Renew.  Provided that Tenant is not in default in the
performance of this lease, Tenant shall have the option to renew this lease for
one (1) additional one (1) year period at the rental rate shown in paragraph 52
above, with all other terms and conditions of the Lease applicable during the
option period.  To exercise this option, Tenant must notify Landlord,
in writing no later than ninety (90) days prior to end of lease
term.  If Tenant does not so notify Landlord, the option to renew is
canceled and Tenant shall vacate the subject space by end of the lease
term.

     

    54.    Security
System.  Tenant shall have the right to install a security
alarm system within the Premises at Tenant’s expense.  In the event
Tenant removes such alarm system upon the termination of the Lease, Tenant shall
repair all damage to the Premises caused by such removal.

     

    
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    55.    Reasonable Hours and Usage of
Utilities. Landlord considers
reasonable and normal provision of lighting and HVAC to premises Monday through
Friday, from 6:00 AM to 6:00 PM.  If Tenant requires or utilizes more
power than is considered normal by Landlord, Landlord shall require Tenant to
pay the cost, as fairly determined by Landlord, of such extraordinary
usage.

     

    56.    Broker. Sammy F. Cemo is
the CEO of the brokerage firm Cemo Commercial, Inc. and also is a member of CSS
Properties, LLC.

     

    57.    Tenant Improvements.  Tenant shall accept
Premises “as-is”, except Landlord, at Landlord’s sole cost and expense
shall:

    


    
      	
              a.   
       

            	
              Paint
      the entire suite,

            


    

    
      	
              b.   
       

            	
              Replace
      the carpet,

            


    

    
      	
              c.   
       

            	
              Remove
      the built-in desk, and

            


    

    
      	
              d.   
       

            	
              Add
      4-20 amps circuits.

            


    

    


    58.    Payments.  A summary
of deposit, to be paid by Tenant at time of Lease execution, is as
follows:

     

    
      	 	First Month Rent on
      Leased Space	$ 
      2,198.00
	 	Security Deposit on
      Leased Space	   
      2,198.00
	 	
              Total
      Deposits

            	$4,396.00


    

     

    Payments
are to be made payable to:

    Six
Sierra Property Management

    


    and
mailed

    c/o Cemo
Commercial

    1107
Investment Blvd, Ste 150

    El Dorado
Hills, CA  95762

    


    


    AGREED
AND ACCEPTED

     

    
      	Landlord:	Tenant:
	CSS Properties,
      LLC	Cellynx,
  Inc.
	 	 
	_________________________	_______________________________
	 	 
	Print: Sammy F. Cemo,
      Member    	Print:
      ___________________________
	 	 
	Date:
      _____________________	Date:
      ___________________________


    

                      


     

    Attachments:

    


    Exhibit
A:    Floor
Plan

    Exhibit
B:    Rules
and Regulations

    


    
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    Exhibit
A

    Floor
Plan- 5047 Robert J Mathews Ste 400

     

     

     

     

     

     

     

     

     

     

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    Exhibit
B

    Rules
and Regulations

    


    1.    No sign,
placard, picture, advertisement, name or notice shall be inscribed, displayed,
printed or affixed on or to any part of the outside or inside of the Building or
the Premises without the prior written consent of Landlord.  Landlord
shall have the right to remove any such sign, placard, picture, advertisement,
name or notice without notice to and at the expense of Tenant.  Tenant
shall not place anything or allow anything to be placed near the glass of any
window, door, partition or wall, which may appear unsightly from outside "the
Premises".

     

    2.    Any bulletin
board or directory of the Building provided shall be exclusively for the display
of the name and location of Tenant and Landlord reserves the right to exclude
any other names therefrom.

     

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

     

    4.    Tenant shall
not alter any lock or install any new or additional locks or any bolts on any
door of the Premises without the written consent of Landlord and Tenant must
provide Landlord with an access key within 24 hours of any such
change.

     

    5.    The toilet
rooms, urinals, wash bowls and other apparatus shall not be used for any purpose
other than that for which they were constructed and no foreign substance of any
kind whatsoever shall be thrown therein and the expense of any breakage,
stoppage or damage resulting from the violation of this rule shall be borne by
the Tenant who, or whose employees or invitees shall have caused
it.

     

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

     

    7.    No furniture,
freight or equipment of any kind shall be brought into the Building without the
consent of Landlord and all moving of the same into or out of the Building shall
be done at such time and in such manner, as Landlord shall
designate.  Landlord shall have the right to prescribe the weight,
size and position of all safes and other heavy equipment brought into the
Building and also the times and manner of moving the same in and out of the
Building.  Safes or other heavy objects shall, if considered necessary
by Landlord; stand on wood strips of such thickness as is necessary to properly
distribute the weight.  Landlord will not be responsible for loss of
or damage to any such safe or property from any cause and all damage done to the
Building by moving or maintaining any such safe or other property shall be
repaired at the expense of Tenant.  There shall not be used in any
space, or in the public halls of the Building, either by any tenant or others,
any hand trucks except those equipped with rubber tires and side
guards.

     

    8.    Except with
the written consent of Landlord, no person or persons other than those approved
by Landlord shall be permitted to enter the building for the purpose of cleaning
the same.  Tenant shall not cause an unnecessary labor by reason of
Tenant's carelessness or indifference in the preservation of good order and
cleanliness.  Landlord shall in no way be responsible to any Tenant
for any loss of property on the Premises, however occurring, or for any damage
done to the effects of any Tenant by the janitor or any other employee or any
other person.

     

    9.    Tenant shall
not use, keep or permit to be used or kept any noxious gas or substance in the
Premises, or permit or suffer the Premises to be occupied or used in a manner
offensive or objectionable to the Landlord or other occupants of the Building by
reason of noise, odors and/or vibrations, or interfere in any way with other
tenants or those having business therein, nor shall any animals or birds be
brought in or kept in or about the Premises or the Building.  No
Tenant shall make or permit to be made any unseemly or disturbing noises or
disturb or interfere with occupants of this or neighboring Buildings or premises
or those having business with them whether by the use of any musical instrument,
radio, phonograph, unusual noise, or in any other way.  No Tenant
shall throw anything out of doors or down the passageways.

     

    
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    10.    The Premises
shall not be used for manufacturing or for the storage of merchandise except as
such storage may be incidental to the use of the Premises for general office
purposes.  No Tenant shall occupy or permit any portion of his
Premises to be occupied as an office for a public stenographer or typist, or for
the manufacture or sale of liquor, or tobacco in any form, or as a barbershop or
manicure shop.  No Tenant shall advertise for laborers giving an
address at the Premises.  The Premises shall not be used for lodging
or sleeping or for any illegal purposes.

     

    11.    Tenant shall
not use or keep in the Premises or the Building any kerosene, gasoline or
inflammable or combustible fluid or material, or use any method of heating or
air conditioning other than that supplied by Landlord.

     

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

     

    13.    All keys to
offices, rooms and toilet rooms shall be obtained from Landlord's Office and
Tenant shall not from any other source duplicate, obtain keys or have keys made
without Landlord's approval.  The Tenant, upon termination of the
tenancy, shall deliver to the Landlord the keys of the offices, rooms and toilet
rooms which shall have been furnished or shall pay the Landlord the cost of
replacing same or of changing the lock or locks opened by such lost key if
Landlord deems it necessary to make such change.

     

    14.    No Tenant
shall lay linoleum, tile, carpet or other similar floor covering so that the
same shall be affixed to the floor of the Premises in any manner except as
approved by the Landlord.  The expense of repairing any damage
resulting from a violation of this rule or removal of any floor covering shall
be borne by the Tenant by whom, or by whose contractors, employees or invitees,
the damage shall have been caused.

     

    15.    No furniture,
packages, supplies, equipment or merchandise will be received in the Building,
except between such hours as shall be designated by Landlord.

     

    16.    On Sundays,
legal holidays and on Saturday commencing at 12:00 noon, and on other days
between the hours of 7:00 P.M. and 7:00 A.M. the following day, access to the
building, or to the halls, corridors, or stairways in the Building, or to the
Premises may be refused unless the person seeking access is known to the person
or employee of the building in charge and has a pass or is properly
identified.  The Landlord shall in no case be liable for damages for
any error with regard to the admission to or exclusion from the Building of any
person.  The Landlord reserves the right to prevent access to the
Building for the safety of the tenants and protection of property in the
Building and the Building.  Landlord reserves the right to close and
keep locked all entrance and exit doors of the Building on Sundays, legal
holidays, and on Saturdays commencing at 12:00 noon, and on other days between
the hours of 7:00 P.M. and 7:00 A.M., and during such further hours as Landlord
may deem advisable for the adequate protection of said Building and the property
of its tenants.

     

    17.    Tenant shall
see that the doors of the Premises are closed and securely locked before leaving
the Building and must observe strict care and caution that all water faucets or
water apparatus are entirely shut off before Tenant or Tenant's employees leave
the building, and that all electricity shall likewise be carefully shut off, so
as to prevent waste or damage, and for any default or carelessness Tenant shall
make good all injuries sustained by other tenants or occupants of the
Building.

     

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

     

    19.    The
requirements of Tenant will be attended to only upon application at the Office
of the Building.  Employees of Landlord shall not perform any work or
do anything outside of their regular duties unless under special instructions
from the Landlord, and no employee will admit any person (Tenant or otherwise)
to any office without specific instructions from the Landlord.

     

    
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    20.    No vending
machine or machines of similar type shall be installed, maintained, or operated
upon the Premises without the written consent of the Landlord.

     

    21.    Landlord
shall have the right, exercisable without notice and without liability to
Tenant, to change the name and the street address of the Building of which the
Premises are a part.

     

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

     

    23.    Landlord
reserves the right by written notice to Tenant, to rescind, alter or waive any
rule or regulation at any time prescribed for the Building when, in Landlord's
judgment, it is necessary, desirable or proper for the best interest of the
Building and its tenants.

     

    24.    Tenants shall
not disturb, solicit, or canvass any occupant of the Building and shall
cooperate to prevent same.

     

    25.    Without the
written consent of Landlord, Tenant shall not use the name of the Building and
shall cooperate to prevent same.

    


    
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