**DATE:**
              **November
                  13, 2006****LANDLORD:**
              **ADAPTEC,
                  INC., a Delaware corporation****TENANT:**
              **TECHNOCONCEPTS,
                  INC., a Nevada corporation****PREMISES:**
              **673
                South Milpitas Blvd. (Building 1),
                Milpitas, California 95035**


**LEASE
      AGREEMENT**





**TABLE
      OF CONTENTS**





Paragraph


Page


1.
              Fundamental
                  Lease Provisions
              32.
              Premises
              43.
              Use
              54.
              Rent
              65.
              Term
              86.
              Possession
              87.
              Common
                  Areas
              88.
              Parking
              99.
              Expenses
                  of Operation and Maintenance of the Complex
              910.
              Acceptance
                  and Surrender of Premises
              1011.
              Alterations
                  and Additions
              1012.
              Maintenance
                  and Repair of the Premises
              1113.
              Utility
                  and Other Services Provided by Landlord
              1114.
              Security/Common
                  Area
              1215.
              Taxes
              1316.
              Tenant's
                  Insurance
              1417.
              Casualty
                  Insurance; Waiver of Subrogation
              1418.
              Indemnification;
                  Exemption of Landlord from Liability
              1519.
              Compliance
              1520.
              Liens
              1621.
              Assignment
                  and Subletting
              1622.
              Subordination
                  and Mortgages
              1723.
              Entry
                  by Landlord
              1724.
              Tenant's
                  Default
              1725.
              Landlord’s
                  Remedies and Rights
              1826.
              Destruction
              1927.
              Eminent
                  Domain
              1928.
              Sale
                  or Conveyance by Landlord
              2029.
              Attornment
                  to Lender or Third Party
              2030.
              Holding
                  Over
              2031.
              Certificate
                  of Estoppel
              2032.
              Construction
                  Changes
              2133.
              Right
                  of Landlord to Perform
              2134.
              Attorney's
                  Fees
              2135.
              Waiver
              2136.
              Notices
              2137.
              Examination
                  of Lease
              2238.
              Default
                  by Landlord
              2239.
              Authority
              2240.
              Limitation
                  of Liability
              2241.
              Brokers
              2242.
              Signs
              2243.
              Hazardous
                  Materials
              2344.
              Interest
              2445.
              Furniture
              2446.
              Miscellaneous
                  and General Provisions
              24
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            Page 1
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Addenda
      and Exhibits







Exhibit
      A
      -- Floor Plan of the Building


Exhibit
      B
      -- Tenant Improvement Space Plan / Furniture Layout


Exhibit
      C
      -- Commencement Date Memorandum


Exhibit
      D
      -- Rules & Regulations


Exhibit
      E
      -- Site Plan of the Complex








-
          Page 2
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FULL
      SERVICE GROSS





**LEASE
      AGREEMENT**





DATED:
      NOVEMBER 13, 2006


LANDLORD:  ADAPTEC,
      INC., a Delaware corporation


TENANT:
      TECHNOCONCEPTS, INC., a Nevada corporation





**1. FUNDAMENTAL
      LEASE
      PROVISIONS.**


A.  PREMISES:
      Approximately 6,709 square feet of leasable area in the building, commonly
      referred to as Suite 100 (5,460 rentable square feet) and the adjacent “Lab
      Space” (1,249 rentable square feet) and shown on the site plan attached as **Exhibit
      A** (the
“Premises”), which building (“Building”) contains approximately 44,928 leasable
      square feet. The Building is located on a parcel of land in the County of
      Alameda, State of California, with a common address of 673 South Milpitas
      Boulevard, Milpitas, California 95035. The Building is located within a complex
      that consists of multiple buildings, together with related driveways, parking
      areas, and related fixtures and improvements (the “Complex”). A site plan of the
      Complex is attached hereto as **Exhibit
      E** .





B.  LEASE
      TERM: The period commencing on the Commencement Date (as defined in Paragraph
      1.C) and expiring twenty-five (25) months thereafter. (Paragraph 5)





C.  COMMENCEMENT
      DATE: November 1, 2006 (Paragraphs 4.A and 5, Exhibit C)





D.  BASIC
      RENT: (Paragraph 4.A):





Months
            
            Basic
              Rent/RSF/Month
            
            Basic
              Rent/Total/Month1
                -
                13
            
            $0.5915
            
            $3,968.6914
                - 25
            
            $0.7156
            
            $4,800.89





E.  OPERATING
      EXPENSES: Operating Expenses for the Premises are currently estimated at
      $0.34/RSF/month, but shall be subject to annual reconciliation in accordance
      with Paragraph 9. (Paragraphs 4.E and 9)





F.  UTILITY
      COSTS. Utility Costs for the Premises are currently estimated at $0.20/RSF/mo,
      which amounts shall be reconciled annually to actual expenditures by Landlord
      in
      accordance with Paragraph 13. (Paragraphs 4.E and 13)





G.  ADDITIONAL
      RENT: **** Estimated **** Utility
      Costs and Operating Expenses, plus costs and expenses under Paragraphs 12,
      13,
      14, 15 and 16 and elsewhere in this Lease. (Paragraph 4.E)





H.  TENANT'S
      SHARE: Fourteen and Ninety-three one hundredths percent (14.93%) (Paragraph
      4.E)





I.  PREPAID
      RENT: $7,591.23 for the first month of the Lease Term (an amount equal to One
      (1) month’s Basic Rent, plus one (1) month’s Estimated Operating Expenses).
      (Paragraph 4.H)





J.  BASIC
      RENT ADJUSTMENT: N/A. (Paragraph 4.B)





K.  SECURITY
      DEPOSIT: $8,423.82 (an amount equal to last month’s Basic Rent, plus one (1)
      month’s Estimated Operating Expenses) (Paragraph 4.G)





L.  PERMITTED
      USE: general office use, research and development, lab testing of electronic
      devices, and all legally related uses. (Paragraph 3)





M.  NUMBER
      OF
      PARKING SPACES: 3.5:1000 in common with other Complex occupants.
      (Paragraph 8)





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          Page 3
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N.  ADDRESSES
      FOR NOTICES AND PAYMENT OF RENT (Paragraphs 4.F and 36):


To
                  Landlord:
              
              Adaptec,
                  Inc.691
                  South Milpitas Boulevard, MS 20Milpitas,
                  CA 95035Attn:
                  Robert W. KraissFax:
                  (408) 945-2533With
                  Copy to:
              
              Silicon
                  Valley Law Group25
                  Metro Drive, Suite 600San
                  Jose, CA 95110Attn:
                  Lucy LofrumentoFax:
                  (408) 573-5701To
                  Tenant:
              
              TechnoConcepts,
                  Inc.14945
                  Ventura Blvd, Suite 300Sherman
                  Oaks, CA 91403Attn:
                  Chief Financial OfficerFax:
                  (818) 981-8111





M.
            
            TENANT'S
                BROKER: N/A. (Paragraph 41)


LANDLORD’S
      BROKER: N/A. (Paragraph 41)





N.
            ADDENDA
                AND EXHIBITS: The following addenda and exhibits are added hereto
                and
                included as part of this Lease:





Exhibit
      A
      -- Floor Plan of the Building


Exhibit
      B
      -- Tenant Improvement Space Plan / Furniture Layout


Exhibit
      C
      -- Commencement Date Memorandum


Exhibit
      D
      -- Rules & Regulations


Exhibit
      E
      -- Site Plan of the Complex





Each
      reference in this Lease to any of the provisions in this Paragraph 1 shall
      be
      construed to incorporate all of the terms of each such provision. In the event
      of any conflict between this Paragraph 1 and the balance of the Lease, the
      balance of the Lease shall control.





2.  **PREMISES** .





A.  **Premises.** Landlord
      hereby leases to Tenant and Tenant hereby leases from Landlord for the Lease
      Term, at the Rent and upon the terms and conditions hereinafter set forth,
      that
      certain space ("Premises") within the Building as described in Paragraph 1.A.
      Said letting and hiring is upon and subject to the terms, covenants and
      conditions hereinafter set forth, and Tenant covenants as a material part of
      the
      consideration for this Lease to perform and observe each and all of said terms,
      covenants and conditions. This Lease is made upon the condition of such
      performance and observance.





**B.**  **Improvements.** Landlord
      agrees, at Landlord’s sole cost and expense, to provide for the design,
      construction drawings, all necessary permits and approvals, and alterations
      to
      demise the Lab Space as reflected on the space plan attached as **Exhibit
      B** **** hereto
      and incorporated by reference, including:





(1)
            the
                addition of one door with keyed entry from the corridor to access
                the lab
                room;


(2)
            physical
                separation of rooms to create individual lab
                spaces;


(3)
            installation
                of one interior access door with keyed entry from the window line
                storage
                space into the storage space adjacent to
                it;


(3)
            provide
                data physical connectivity (but no services) from the demark to the
                Premises; Tenant shall be required to contract and pay for "hook-up
                and
                services" to the Premises. Landlord shall make available up to 8
                pairs of
                existing cabling to Tenant for the Premises that runs from the Building
                1
                demark to the Room 1146 and then to the Premises (for data) and up
                to 8
                pairs of existing phone connections from Room 1146 to existing telephone
                punch down Room 1152. Tenant acknowledges that Room Nos. 1146 and
                1152 are
                supported by house air conditioning only and there is no 24 X 7 air
                conditioning to these rooms. Any additional cabling or re-routing
                of
                existing cabling shall be done by Tenant and all costs associated
                with
                same shall be borne by Tenant;






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          Page 4
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(4)
            re-ducting
                of the existing 5 ton A/C unit to act as ancillary support to the
                Lab
                Space. The Tenant Improvements shall be constructed by Landlord in
                a good
                workmanlike manner, and in compliance with all laws, rules, regulations,
                permit requirements, codes and ordinances. The Tenant Improvements
                shall
                be deemed substantially complete when Landlord notifies Tenant in
                writing
                that the Tenant Improvements (if any) are substantially completed
                in
                accordance with******Exhibit
                B**,
                subject only to "punch list" items that do not materially diminish
                the
                usefulness of the Premises. Landlord shall have no obligation to
                make any
                improvement or alteration to the Premises except as specifically
                and
                expressly agreed to in writing by Landlord, and all other improvements
                or
                alterations required by Tenant for Tenant’s use and occupancy of the
                Premises (including without limitation the installation of satellite
                dishes on the roof of the Building) shall be Tenant’s sole responsibility
                at Tenant’s sole cost, in accordance with Paragraph 11 and other
                applicable provisions of this Lease; and (5)
            removal of the cubical furniture
              located in
              Room 1110.





C.  **Square
      Footage.** Landlord
      and Tenant conclusively agree that the statements of rentable square footage
      contained herein shall be deemed to be correct and binding upon the parties
      for
      all purposes under this Lease, even if subsequent measurements determine that
      one or more of such figures is incorrect. Notwithstanding the foregoing, Tenant
      may, at Tenant’s sole cost and expense, cause the Premises to be remeasured by
      an architect and if the actual square footage of the Premises differs from
      the
      square footage set forth herein by greater than five (5%) percent, Landlord
      and
      Tenant shall adjust the Rent accordingly. If, pursuant to the foregoing
      sentence, no adjustment of Rent is made on or before the thirtieth (30th) day
      after the Commencement Date, Tenant waives its right to such an
      adjustment.





**3.**  **USE** .





A.  **Limitations
      on Use.** Tenant
      shall obtain any necessary permits and/or variances, at Tenant’s sole cost and
      expense. To Landlord’s Knowledge (as defined in Paragraph 46.K), as of the
      Commencement Date, the Premises and the Building meet all applicable codes
      for
      operation of the Building and contemplated use of the Premises as office space,
      including zoning, life safety, O.S.H.A. and Americans With Disabilities Act
      of
      1990 (the "ADA"). Tenant shall use the Premises only in conformance with
      applicable governmental laws, regulations, rules and ordinances, including
      without limitation the ADA, and solely for the purpose specified in Paragraph
      1.L and for no other purpose without the prior written consent of Landlord,
      which consent may be withheld and/or conditioned by Landlord in its sole and
      absolute discretion. Notwithstanding the previous sentence, nothing in this
      Lease Agreement shall be construed, and Tenant shall not be required, to pay
      the
      costs of any alterations or upgrades to the Building required under the ADA
      or
      equivalent state statutes (collectively, “ADA Improvements”), except to the
      extent that such ADA Improvements are “triggered” by (i) Tenant’s specific or
      unique use or occupancy of the Premises; or (ii) Tenant’s application for a
      building permit or any other governmental approval, in which event such ADA
      Improvements will be completed by Tenant at Tenant’s sole cost and expense.
      Except as provided by the preceding sentence, all such alterations or upgrades
      shall be preformed by the Landlord at the Landlord’s sole cost and expense, with
      the result that Tenant’s quiet enjoyment of the premises shall not be
      interrupted. Tenant shall not do or permit its employees, agents, contractors
      and invitees (the “Tenant’s Related Parties”) to do in or about the Premises or
      the Complex nor bring or keep or permit Tenant’s Related Parties to bring or
      keep in or about the Premises or the Complex anything which is prohibited by
      or
      will in any way increase the existing rate of (or otherwise affect) fire or
      any
      insurance covering the Premises or the Complex or any part thereof, or any
      of
      its contents, or will cause a cancellation of any insurance covering the
      Premises or the Complex or any part thereof, or any of its contents. Tenant
      shall not do or permit Tenant’s Related Parties to do anything in, on or about
      the Premises or the Complex which will in any way obstruct or interfere with
      the
      rights of other tenants or occupants of the Complex or injure or annoy them,
      or
      use or allow the Premises or Complex to be used for any improper, immoral,
      unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit
      any nuisance in, on or about the Premises or the Complex. Tenant shall not
      operate any equipment within the Premises which will (i) materially damage
      the
      Building or the Common Area, (ii) overload existing electrical systems or other
      mechanical equipment servicing the Building, (iii) impair the efficient
      operation of the sprinkler system or the heating ventilating or air conditioning
      (“HVAC”) equipment within or servicing the Building, or (iv) damage, overload or
      corrode the sanitary sewer system. Any dust, fumes, or waste products generated
      by Tenant’s use of the Premises shall be contained and disposed so that they do
      not (i) create an unreasonable fire or health hazard, (ii) damage the Premises,
      or (iii) result in the violation of any Laws. No sale by auction shall be
      permitted on the Premises or in the Complex of any kind, including, without
      limitation, any public or private auction, fire sale, going-out-of-business
      sale, distress sale or other liquidation sale. Tenant shall not place any loads
      upon the floors, walls, or ceiling, which endanger the structure, or place
      any
      harmful fluids or other materials in the drainage system of the Building
      therein, or overload existing electrical or other mechanical
      systems.





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          Page 5
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B.  **Outside
      Areas.** No
      waste
      materials or refuse shall be dumped upon or permitted to remain upon any part
      of
      the Premises or outside of the Premises, except in trash containers placed
      inside exterior enclosures designated by Landlord for that purpose or inside
      of
      the Building proper where designated by Landlord. No materials, supplies,
      equipment, finished products or semi-finished products, raw materials or
      articles of any nature shall be stored upon or permitted to remain outside
      the
      Premises. No loudspeaker or other device, system or apparatus which can be
      heard
      outside the Premises shall be used in or at the Premises without the prior
      written consent of Landlord. Tenant shall not commit or suffer to be committed
      any waste in or upon the Premises.





C.  **Compliance
      with Rules and Regulations.** Tenant
      shall comply with any covenants, conditions, or restrictions ("CC&R's")
      affecting the Premises, as the same may hereafter be amended from time to time,
      as well as the rules and regulations promulgated by Landlord (the "Rules and
      Regulations"), a copy of such Rules and Regulation is attached as **Exhibit
      D** .
      Landlord reserves the right to reasonably amend such Rules and Regulations
      from
      time to time as Landlord may deem appropriate, which amendment shall be binding
      upon Tenant upon delivery of a copy thereof to Tenant, provided that in the
      event of a conflict between this Lease and the Rules and Regulations, this
      Lease
      shall prevail. Tenant shall use reasonable efforts to cause Tenant’s Related
      Parties to cooperate in observance of such Rules and Regulations, as the same
      may be amended from time to time. The provisions of this Paragraph are for
      the
      benefit of Landlord only and shall not be construed to be for the benefit of
      any
      tenant or occupant of the Complex. Landlord shall not be responsible for the
      violation by any other tenant or occupant of the Complex of the Rules and
      Regulations.





**4.**  **RENT**





A.  **Basic
      Rent.** Tenant
      agrees to pay to Landlord the sum set forth in Paragraph 1.D hereof as "Basic
      Rent", in lawful money of the United States of America, without deduction,
      offset, prior notice, or demand, on the first day of every calendar month of
      the
      Lease Term, and Landlord agrees to accept such sum as Basic Rent for the
      Premises.





B.  **Prepaid
      Rent** .
      Concurrently with Tenant's execution of this Lease, Tenant shall pay to Landlord
      the sum specified in Paragraph 1.I as prepaid Rent for the months designated
      therein.





C.  **Partial
      Months.** In
      the event that the Lease Term commences on a date other than the first day
      of a
      calendar month, on the Commencement Date Tenant shall pay to Landlord as Basic
      Rent for the period from such Commencement Date to the first day of the first
      full calendar month that proportion of the monthly Basic Rent hereunder which
      the number of days between such Commencement Date and the first day of the
      next
      succeeding calendar month bears to thirty (30), and such partial first month
      shall not be counted when computing the number of months in the term of this
      Lease. In the event that the Lease Term is terminated for any reason on a date
      other than the last day of a calendar month, on the first day of the last
      calendar month of the Lease Term Tenant shall pay to Landlord as Basic Rent
      for
      the period from said first day of said last calendar month to and including
      the
      last day of the Lease Term that proportion of the monthly Basic Rent hereunder
      which the number of days between said first day of said last calendar month
      and
      the last day of the term hereof bears to thirty (30).





D.  **Late
      Charge.** Tenant
      acknowledges that late payment by Tenant to Landlord of Rent (as defined below)
      under this Lease will cause Landlord to incur costs not contemplated by this
      Lease, the exact amount of which is extremely difficult or impracticable to
      determine. Notwithstanding any other provision of this Lease, if Tenant is
      delinquent in the payment of Rent as set forth in this Paragraph 4, or any
      part
      thereof, Tenant agrees to pay Landlord, in addition to the delinquent Rent
      due,
      a late charge for each Rent payment which is not received by Landlord within
      ten
      (10) days after due date for such payment, it being understood that postmarking
      a payment by such deadline shall not be sufficient to meet this requirement.
      Said late charge shall be ten percent (10%) of the delinquent Rent
      payment.





E.  **Additional
      Rent.** Beginning with the Commencement Date, Tenant shall pay to Landlord in addition
      to the Basic Rent and as Additional Rent the following additional
      amounts:





(1)
            Operating
                Expenses in the amounts set forth in Paragraphs 1.E and 9, and





(2)
            Utility
                Costs in the amounts set forth in Paragraphs 1.F and 13, and




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          Page 6
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(3)  All
      charges, costs and expenses that Tenant is required to pay under this Lease,
      together with all interest and penalties, costs and expenses including without
      limitation attorneys' fees and legal expenses, that may accrue thereto in the
      event of Tenant's failure to pay such amounts, and all damages, reasonable
      costs
      and expenses which Landlord may incur by reason of default of Tenant or failure
      on Tenant's part to comply with the terms of this Lease. In the event of
      nonpayment by Tenant of Additional Rent, Landlord shall have all the rights
      and
      remedies with respect thereto as Landlord has for nonpayment of Basic Rent.
      The
      Additional Rent due hereunder shall be paid to Landlord or Landlord's agent,
      at
      the option of Landlord, directly to the designated recipient thereof, as and
      when such amounts are due, in accordance with statements or invoices presented
      to Tenant. The obligations of Tenant under this Paragraph shall survive the
      expiration or other termination of this Lease.





In
      the
      event of nonpayment by Tenant of Additional Rent, Landlord shall have all the
      rights and remedies with respect thereto as Landlord has for nonpayment of
      Basic
      Rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's
      agent, at the option of Landlord, directly to the designated recipient thereof,
      as and when such amounts are due, in accordance with statements or invoices
      presented to Tenant. The obligations of Tenant under this Paragraph shall
      survive the expiration or other termination of this Lease.





F.  **Place
      of Payment of Rent.** All
      Basic Rent hereunder and all payments hereunder for Additional Rent shall be
      paid to Landlord at the address of Landlord as specified in Paragraph 1.N or
      such other place as Landlord may from time to time designate in writing. It
      shall be Tenant’s responsibility to ensure that all Rent payments are mailed or
      sent in time for Landlord to receive them by the specified deadline, and
      Landlord shall not be responsible for any delays in delivery of payments by
      mail
      or otherwise.





G.  **Security
      Deposit** . 
      Concurrently with the execution of this Lease, Tenant shall deposit with
      Landlord the sum specified in Paragraph 1.K hereof, as security for the
      performance by Tenant of its obligations under this Lease, and not as prepayment
      of rent (the "Security Deposit"). Landlord may from time to time apply such
      portion of the Security Deposit as is necessary for the following purposes.
      (i)
      to remedy any default by Tenant in the payment of Rent; (ii) to repair damage
      to
      the Premises caused by Tenant; (iii) to clean the Premises upon the expiration
      or sooner termination of the Lease; and/or (iv) to remedy any other default
      of
      Tenant to the extent permitted by Law, including, without limitation, on account
      of damages owing to Landlord under Section 25, and, in this regard, Tenant
      hereby waives any restriction on the uses to which the Security Deposit may
      be
      put contained in California Civil Code Section 1950.7. In the event the Security
      Deposit or any portion thereof is so used, Tenant agrees to pay to Landlord
      promptly upon demand an amount in cash sufficient to restore the Security
      Deposit to the full original amount. Landlord shall not be deemed a trustee
      of
      the Security Deposit, may use the Security Deposit in business, and shall not
      be
      required to segregate it from its general accounts. Tenant shall not be entitled
      to any interest on the Security Deposit. If Landlord transfers the Premises
      during the Lease Term, Landlord may pay the Security Deposit to any transferee
      of Landlord's interest in conformity with the provisions of California Civil
      Code Section 1950.7 and/or any successor statute, in which event the
      transferring Landlord will be released from all liability for the return of
      the
      Security Deposit. If Tenant performs every provision of this Lease to be
      performed by Tenant, the unused portion of the Security Deposit shall be
      returned to Tenant (or the last assignee of Tenant's interest under this Lease)
      within thirty (30) days following the expiration or sooner termination of this
      Lease and the surrender of the Premises by Tenant to Landlord in accordance
      with
      the terms of this Lease; provided, however, if this Lease is terminated
      following an Event of Default, the unpaid portion of the Security Deposit,
      if
      any, shall be returned to Tenant two (2) weeks after final determination of
      all
      damages due Landlord, and, in this respect, the provisions of California Civil
      Code Section 1950.7 are hereby waived by Tenant.





H.  **Prepaid
      Rent.** Concurrently
      with Tenant's execution of this Lease, Tenant shall pay to Landlord the sum
      specified in Paragraph 1.I as prepaid Rent for the months designated
      therein.





I.  **Definition
      of Rent.** The term
      "Rent" as used in this Lease shall mean Basic Rent, Additional Rent, and any
      and
      all other sums, however designated, required to be paid by Tenant under this
      Lease, whether payable to Landlord or third parties.





J.  **Additional
      Rights of Landlord.** In
      addition to any late payment or interest charges payable to Landlord hereunder
      and any other rights or remedies that Landlord may have under this Lease or
      applicable law, all of which rights and remedies shall be cumulative, Tenant,
      as
      a material part of the consideration for this Lease, hereby agrees as
      follows:





(1)  If
      Tenant
      makes any payment under this Lease by check and such check is dishonored or
      otherwise returned unpaid to Landlord due to insufficient funds, then Landlord,
      at its option, may require Tenant to make all future payments under this Lease
      by cashier's check or wire transfer in accordance with wiring instructions
      given
      to Tenant by Landlord.





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          Page 7
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(2)  If
      Landlord fails to receive any payment that Tenant is required to make under
      this
      Lease when due and Landlord thereafter, and prior to receiving such payment,
      proceeds to serve a "3-Day Notice" or similar notice to Tenant as permitted
      under Section 1162 of the California Code of Civil Procedure, then in each
      such
      instance, and regardless of whether Tenant thereafter makes such payment, Tenant
      shall pay to Landlord, upon demand, as Additional Rent, an administrative charge
      in the amount of $250. Tenant acknowledges that such charge constitutes
      liquidated damages and not a penalty and represents a reasonable estimate of
      the
      additional administrative costs that Landlord will incur in serving such
      notice.





(3)  If
      Landlord fails to receive any payment that Tenant is required to make under
      this
      Lease within ten (10) days after the due date for such payment, and such
      delinquency occurs on three (3) separate occasions, then Landlord, at its
      election, exercisable by one or more written notices to Tenant at any time
      after
      the third such delinquency, may require any or all of the following: (i) that
      all future payments of Basic Rent be paid three (3) months in advance; and
      (ii)
      that the Security Deposit specified in Paragraph 1.K be immediately increased
      by
      one hundred percent (100%), in which event Tenant shall, within ten (10) days
      after written demand therefor, deposit such additional amount in cash with
      Landlord.





**5.**  **TERM.** The
      term
      of this Lease (the “Lease Term”) shall be for the period of time specified in
      Paragraph 1.B (unless sooner terminated as provided for in this Lease) and
      shall
      commence on the commencement date ("Commencement Date") described in Paragraph
      1.C. Within 10 days following the Commencement Date, Tenant will execute and
      deliver to Landlord a certificate substantially in the form of Exhibit
      C .





**6.**  **POSSESSION** .  If
      for
      any reason Landlord cannot deliver possession of the Premises to Tenant on
      or
      before December 1, 2006 (“Possession Date”), Landlord shall not be subject to
      any liability therefore, nor shall Landlord or Landlord’s agents be liable to
      Tenant for any loss or damage resulting therefrom, and such failure shall not
      affect the validity of this Lease or the obligations of Tenant hereunder, but,
      in such case, Tenant shall not be obligated to pay Basic Rent or Additional
      Rent
      until the possession of the Premises has been delivered. Notwithstanding the
      foregoing, the period of delay shall not exceed 45 days from the Possession
      Date
      (except those delays caused by Acts of God, strikes, war, governmental bodies,
      and weather shall be excluded in calculating such period), in which instance
      Tenant, at its option, may, by written notice to Landlord within ten (10) days
      after the end of the 45-day period, terminate this Lease and the parties shall
      have no further liability thereafter accruing under this Lease after Landlord
      has returned the Prepaid Rent and Security Deposit (subject to Landlord’s rights
      under Paragraph 4.G) to Tenant.





**7.**  **COMMON
      AREAS** .





**A.**  **Use.** Subject
      to the terms and conditions of this Lease and any Rules and Regulations, Tenant
      shall have the non-exclusive right in common with other occupants of the
      Building and/or Complex, to use the access roads, parking areas, and facilities
      provided and designated by Landlord for the general use and convenience of
      the
      occupants of the Building and/or the Complex, which areas and facilities are
      referred to herein as "Common Areas". This right shall terminate upon the
      termination of this Lease. Tenant shall be entitled to utilize oil change
      facilities, ATM machines, dry cleaning services, film developing and other
      concierge services, all on a pay as you go basis, so long as the same services
      continue to be offered to Landlord’s employees and Tenant has access to the
      areas in the Complex where such services are offered. Any rights to use other
      amenities including the fitness equipment and cafeteria will be detailed under
      a
      separate license agreement.





**B.**  **Control
      by Landlord.** Landlord
      shall at all times have exclusive control of the Common Areas. Landlord shall
      have the right, exercisable in its sole and absolute discretion and without
      the
      same constituting an actual or constructive eviction and without entitling
      Tenant to any abatement of Rent, to: (i) temporarily close the Common Areas
      to perform necessary maintenance; (ii) change the shape, size, location and
      extent of the Common Areas; (iii) make changes to the Common Areas, including,
      without limitation, changes in the location of driveways, entrances,
      passageways, doors and doorways, elevators, stairs, restrooms, exits, parking
      spaces, parking areas or sidewalks; or (iv) remove unauthorized persons
      from the Complex. Tenant shall keep the Common Areas clear of all obstructions
      created or permitted by Tenant. In exercising any such rights regarding the
      Common Areas, (i) Landlord shall make a reasonable effort to minimize any
      disruption to Tenant’s business, and (ii) Landlord shall not exercise its rights
      to control the Common Areas in a manner that would materially interfere with
      Tenant’s use of the Premises without first obtaining Tenant’s consent, which
      consent shall not be unreasonably withheld, conditioned or delayed.




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**C.**  **Services
      Room.** Tenant
      is informed and acknowledges that the telephone and computer services to the
      Premises (by way of cables from the existing Furniture) are cabled to a services
      room within the Common Area of the Building (the “Services Room”) referred to as
      Room Nos. 1146, 1152 and 1254. Pursuant to the terms of Subparagraph 13.C (Other
      Services), Tenant shall have the right to install its telecommunications
      equipment in the Services Room. Since all tenants of the Building shall have
      the
      right to install equipment in the Services Room, access to the Services Room
      shall be granted to Tenant by phoning the Facilities Hotline (during business
      hours) or on-site security personnel (after normal business hours) or any other
      reasonable notification procedure established by Landlord to grant such
      access.





**8.**  **PARKING** .  Subject
      to the terms and conditions of this Lease and subject to the Rules and
      Regulations, Tenant shall have the non-exclusive right, in common with other
      tenants or occupants of the Complex, to use the common parking areas of the
      Complex. Neither Tenant nor Tenant's employees, agents, representatives and/or
      invitees shall use parking spaces in excess of said number of spaces allocated
      to Tenant hereunder. Landlord shall have the right (but not the obligation),
      at
      Landlord's sole discretion, to designate the specific location of Tenant's
      parking spaces within the common parking areas of the Complex. Landlord shall
      also have the right to implement a system of parking charges, vouchers, fines
      or
      other parking control fees to be paid by Tenant and/or the users of the Complex,
      if so required by any governmental agency having jurisdiction over the Complex
      or if required to meet parking programs mandated by government.





Tenant
      shall not, at any time, park, or permit to be parked, any trucks or vehicles
      adjacent to the loading areas so as to interfere in any way with the use of
      such
      areas, nor shall Tenant at any time park, or permit the parking of Tenant's
      trucks or other vehicles or the trucks and vehicles of Tenant's suppliers or
      others, in any portion of the common area not designated by Landlord for such
      use by Tenant. Tenant shall not park nor permit to be parked, any inoperative
      vehicles or equipment on any portion of the parking area or outside areas of
      the
      Complex, or use the same for storage. Tenant agrees to assume responsibility
      for
      compliance by its employees with the parking provisions contained herein.





Tenant
      hereby authorizes Landlord at Tenant's sole expense to tow away from the Complex
      any vehicle belonging to Tenant or Tenant's employees parked in violation of
      these provisions, or to attach violation stickers or notices to such vehicles
      and levy fines for such violations. Landlord shall have no obligation to Tenant
      to police the parking areas or enforce any private or public parking
      restrictions, which enforcement shall be at Landlord's sole and absolute
      discretion.





**9.**  **EXPENSES
      OF OPERATION AND MAINTENANCE OF THE COMPLEX** .
      As
      Additional Rent and in accordance with Paragraph 4.E., Tenant shall pay to
      Landlord the amounts set forth in Paragraph 1.E as the estimated cost of
      Tenant's Share of all expenses of operation, management, maintenance and repair
      of the Building (including Common Areas of the Building) and of the exterior
      Common Areas **** (collectively,
      the “Operating Expenses”). Without limiting the generality of the foregoing,
      Operating Expenses shall include, but not be limited to, exterior landscape,
      common utilities including water, sewer, gas and electricity, common trash
      services, pest control, security support and badge programming and property
      management, repair and maintenance of the security hardware, repair and
      maintenance of the parking areas, repair, maintenance and replacement of roof
      and roof membrane, foundation, exterior walls and other building structural
      components, exterior glass and windows, fire protection, fire sprinkler systems
      and fire extinguishers, interior and exterior doors, plumbing systems, drainage
      systems, electrical systems, ballast and lamp replacement, and mechanical and
      HVAC systems (excluding Supplemental HVAC, as described in Paragraph 12). HVAC
      shall be supplied to the Premises between the hours of 7 AM and 6 PM, Monday
      through Friday, and 9 AM to 1 PM on Saturday, excluding national holidays.
      Annually, Landlord shall reconcile the actual Operating Expenses as compared
      to
      the estimated payments made throughout the preceding calendar year. There shall
      be an adjustment between Landlord and Tenant for any over or under payment
      of
      such Operating Expenses for the preceding calendar year, with payment to
      Landlord or credit to Tenant against the next installment of Rent (or refund
      following the expiration of the Lease Term), as the case may require, within
      ten (10) days after Landlord’s delivery of such reconciliation to
      Tenant.





Detail
      of
      estimated Operating Expenses as of the date of this Lease is as
      follows:





**[REMAINDER
      OF PAGE INTENTIONALLY BLANK]**




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          Page 9
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**Item:**
            **Estimate
                for Operating Expenses**
              **(Cost/rsf/mo)**Real
                Estate Taxes
            $0.150Insurance
            $0.025CAM
                (exterior)
            $0.010Furniture
            $0.000Management
                Fee
            $0.025Concierge/Fitness
                Center
            $0.000Roof/HVAC
                maintenance
            $0.060Plumbing/light
                bulbs/ballasts
            $0.020Security
            $0.010Janitorial/Waste
                Pick-Up
            $0.040Total
            $0.340





**10.**  **ACCEPTANCE
      AND SURRENDER OF PREMISES** .  Landlord
      shall deliver the Premises to Tenant with the plumbing, electrical and
      mechanical systems in good working order and repair. Subject to Paragraphs
      26
      (Destruction) and 27 (Eminent Domain), Tenant agrees on the last day of the
      Lease Term, or on the sooner termination of this Lease, to surrender the
      Premises promptly and peaceably to Landlord in good condition and repair (normal
      wear and tear excepted), with all interior walls painted, or cleaned so that
      they appear freshly painted, and repaired and replaced, if damaged; all floors
      cleaned and waxed; all carpets cleaned and shampooed together with all
      alterations, additions, and improvements which may have been made in, to, or
      on
      the Premises (except movable trade fixtures installed at the expense of Tenant);
      provided, however, that Tenant shall ascertain from Landlord within thirty
      (30)
      days before the end of the Lease Term whether Landlord desires to have the
      Premises or any part or parts thereof restored to their condition and
      configuration as when the Premises were delivered to Tenant and if Landlord
      shall so desire, then Tenant shall restore said Premises or such part or parts
      thereof before the end of this Lease at Tenant's sole cost and expense. Tenant,
      on or before the end of the Lease Term or sooner termination of this Lease,
      shall remove all of Tenant's personal property and trade fixtures from the
      Premises, and all property not so removed on or before the end of the Lease
      Term
      or sooner termination of this Lease shall be deemed abandoned by Tenant and
      title to same shall thereupon pass to Landlord without compensation to Tenant.
      Landlord may, upon termination of this Lease, remove all moveable furniture
      and
      equipment so abandoned by Tenant, at Tenant's sole cost, and repair any damage
      caused by such removal at Tenant's sole cost. If the Premises are not
      surrendered at the end of the term or sooner termination of this Lease, Tenant
      shall indemnify Landlord against loss or liability resulting from the delay
      by
      Tenant in so surrendering the Premises including, without limitation,
      consequential damages to Landlord caused, in whole or in part, by such delay.
      Nothing contained herein shall be construed as an extension of the term hereof
      or as a consent of Landlord to any holding over by Tenant. The voluntary or
      other surrender of this Lease or the Premises by Tenant or a mutual cancellation
      of this Lease shall not work as a merger and, at the option of Landlord, shall
      either terminate all or any existing subleases or operate as an assignment
      to
      Landlord of all or any such subleases.





**11.**  **ALTERATIONS
      AND ADDITIONS** .
      Tenant
      shall not make, or suffer to be made, any alteration or addition to the Premises
      or the Building, or any part thereof, or make any installations (of satellite
      dishes or other equipment or fixtures) on the roof or other exterior portions
      of
      the Building, without the prior written consent of Landlord. All work with
      respect to any alteration, addition or exterior installation shall be done
      in a
      good and workmanlike manner, shall be under the supervision of a competent
      architect or competent licensed structural engineer approved by Landlord, and
      shall be made in accordance with all applicable laws, ordinances, codes and
      regulations related thereto and the plans and specifications with respect
      thereto shall be approved in writing by Landlord before commencement of work.
      Landlord's approval of Tenant's plans and specification shall create no
      responsibility or liability on the part of Landlord for their completeness,
      design sufficiency or compliance with governmental laws, rules or
      regulations.





Tenant
      agrees that it will not proceed to make such alterations, additions or
      installations without having obtained consent from Landlord to do so, and until
      ten (10) days after the receipt of such consent, in order that Landlord may
      post
      appropriate notices to avoid any liability to contractors or material suppliers
      for payment for Tenant's improvements. Tenant will at all times permit such
      notices to be posted and to remain posted until the completion of work. Tenant
      further covenants and agrees that any mechanic's lien filed against the Premises
      or against the Complex 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 imposition thereof, at the cost
      and
      expense of Tenant. Any exceptions to the foregoing must be made in writing
      and
      executed by both Landlord and Tenant. Upon completion of the work, Tenant shall
      file a Notice of Completion as permitted by law in the Office of the County
      Recorder where the Premises is located.





-
          Page 10
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Any
      addition to, or alteration of, the Premises, except moveable equipment and
      trade
      fixtures owned by Tenant, shall at once become a part of the Premises and belong
      to Landlord. Tenant shall retain title to all moveable equipment, satellite
      dishes and trade fixtures placed in or upon the Premises or the Building by
      Tenant. All heating, lighting, electrical, air conditioning, floor to ceiling
      partitioning, drapery, carpeting, and floor installations made by Tenant,
      together with all property that has become an integral part of the Premises,
      shall not be deemed trade fixtures.





**12.**  **MAINTENANCE
      AND REPAIR OF THE PREMISES** .
      So long
      as no Event of Default (as defined in Paragraph 24) has occurred, which remains
      uncured beyond the applicable cure period (if any) set forth in this Lease,
      Landlord shall, subject to reimbursement from Tenant in accordance with
      Paragraph 9, maintain and repair the Premises and the Building in good condition
      and state of repair, except to the extent of any non insured damage (or
      deductible portion of any insured damage) (subject to Paragraph 17(B)) that
      is
      the result of the negligence or willful act of Tenant or Tenant’s Related
      Parties, in which case Tenant shall be liable for the repair at Tenant's sole
      cost and expense. Landlord shall have no obligation to make repairs under this
      Paragraph (except for routine preventative maintenance) until a reasonable
      time
      after receipt of notice from Tenant of the need for such repairs. Landlord
      shall
      provide on-call facilities maintenance support (“Facilities Hotline”) for
      responding to Tenant’s maintenance, repair and emergency facilities needs. The
      Facilities Hotline shall be attended by Landlord’s employees Monday-Friday from
      8:00 AM to Noon and from 1:00 PM to 5:00 PM, with emergency response available
      24 hours a day via communication through the on-site security personnel.
      Response times to Tenant shall be consistent with those response times for
      Landlord’s employees and other Complex tenants and Landlord reserves the right
      to modify or cancel the provision of the Facilities Hotline at any time and
      for
      any reason at Landlord’s sole discretion, upon thirty (30) days written notice.
      In no event shall any payments owed by Tenant under this Lease be abated on
      account of Landlord's failure to make repairs under this Paragraph.
      Notwithstanding the foregoing, in the event of a necessary repair to the
      Premises which, if not repaired, has the potential for causing damage to
      property or injury to persons, and Landlord has not responded to Tenant’s
      request for such repair within one (1) hour, then Tenant shall have the right
      to
      contact the service provider designated by Landlord to complete such repair,
      which services shall be billed directly to Landlord. Landlord shall provide
      to
      Tenant a list of its designated service providers prior to the Commencement
      Date.  Tenant
      hereby waives all statutory rights to make repairs for or at the expense of
      Landlord.





Notwithstanding
      the foregoing, Tenant acknowledges and agrees that Tenant shall be solely
      responsible for the maintenance and repair of the dedicated 5-ton HVAC unit,
      which unit shall be available for service 24 hours a day, 7 days a week, and
      shall support the Lab Space (the “Supplemental HVAC”). During the Lease Term,
      Tenant shall be required to contract for and maintain a maintenance and service
      contract for such Supplemental HVAC unit with a provider approved by Landlord,
      and shall provide Landlord with a copy of such contract within thirty (30)
      days
      after the Commencement Date and at such other times as Landlord
      requests.





**13.**  **UTILITY
      AND OTHER SERVICES PROVIDED BY LANDLORD** .





A.  **Janitorial
      Services.** Landlord
      shall provide, during the Lease Term, janitorial services to the common areas
      and the Premises consistent with the specifications followed by Landlord in
      its
      owned/occupied buildings. Such janitorial services shall include, but not be
      limited to, vacuuming and trash removal. Tenant’s Share of the cost of
      janitorial service shall be paid to Landlord in accordance with Paragraph 9
      of
      this Lease.





B.  **Utilities.** As
      Additional Rent and in accordance with Paragraph 4.E., Tenant shall pay to
      Landlord the amounts set forth in Paragraph 1.F as the estimated cost of water,
      gas, electricity, sewer service, and waste pick-up for the Premises, Tenant’s
      Share of the Common Areas within the Building and Tenant’s share of the parking
      areas surrounding the Building (collectively, the “Utility Costs”). Annually,
      Landlord shall reconcile the actual expenses for Utility Costs as compared
      to
      the estimated payments made throughout the preceding calendar year. There shall
      be an adjustment between Landlord and Tenant for any over or under payment
      of
      such Utility Costs for the preceding calendar year, with payment to Landlord
      or
      credit to Tenant against the next installment of Rent (or refund following
      the
      expiration of the Lease Term), as the case may require, within ten (10)
      days after Landlord’s delivery of such reconciliation to Tenant.





Tenant
      is
      informed and acknowledges that electricity to the Building is not separately
      metered to each premises. In order to comply with the requirements of the City
      of Milpitas and for life safety purposes, Tenant acknowledges that the Building
      is equipped with a master switch for electrical current to the entire Building.
      In emergency situations, Tenant acknowledges and agrees that emergency personnel
      may, for life safety purposes, cut off electricity to the entire
      Building.





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          Page 11
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If
      at any
      time the Building is not at least 85% occupied or Landlord is not supplying
      utilities (as described in this subparagraph) to at least 85% of the rentable
      areas of the Building during an entire calendar year, then Landlord may adjust
      actual Utility Costs to Landlord's estimate of that amount which would have
      been
      paid or incurred by Landlord as Utility Costs s had the Building been 85%
      occupied or serviced, and the Utility Costs as so adjusted shall be deemed
      to be
      the actual Utility Costs for such calendar year.





C.  **Other
      Services.** Tenant
      shall pay, directly to the provider of such services, as the same shall become
      due, all charges for telephone, telex and other electronic communications
      service, and any other utilities, materials or services (including engineering
      and/or space planning/coordination) furnished directly to or used by Tenant
      on
      or about the Premises during the Lease Term. Tenant shall pay for any and all
      telecommunication or other utility system modifications or additions which
      it
      may require and which Landlord expressly agrees to provide pursuant to the
      terms
      of this Lease or any subsequent written agreement; provided, however, that
      nothing in this Lease shall require Landlord to provide, modify or install
      any
      utility system or utility system component for Tenant's use except to the extent
      that the same is required by law or by an express written agreement between
      Landlord and Tenant.





D.  **Interruption
      of Service.** Except
      as
      provided in Paragraph 18 of this Lease, Landlord shall not be liable for, and
      Tenant shall not be entitled to, any abatement or reduction of Rent or other
      compensation by reason of any interruption or failure of utility services to
      the
      Premises under this Paragraph 13, including, but not limited to,
      interruption due to emergency situations or as necessary to install or repair
      facilities anywhere in the Building.





E.  **Reservation
      of Rights.** Landlord
      reserves the right to change providers of any and all services at its sole
      discretion.





**14.**  **SECURITY/COMMON
      AREA.** During
      the Lease Term, Tenant shall be entitled to use all existing security hardware,
      as currently located in the Building and the Premises (the “Security System”),
      and shall be granted access to the Premises via the exterior badge readers
      24X7.
      The Security System shall at all times remain the property of Landlord, and
      may
      be used by Tenant during the Lease Term without additional charge. Any new
      equipment installations with respect to the Security System will constitute
      accessions and shall become part of the Security System and shall be owned
      by
      Landlord. Such installations shall be paid for by Tenant and Tenant shall use
      Landlord’s normal installation vendor for all such service so long as the cost
      of such services provided by Landlord’s vendor are reasonable and customary.
      Landlord shall be responsible for fire extinguisher maintenance, storm water
      runoff filing, Premises door checks, monitoring cameras and alarms, responding
      to alarm calls (to the same degree that Landlord currently responds to alarm
      calls in areas occupied by its own employees and other Complex tenants), and
      maintenance of badging system as well as issuance of employee/contractor badges
      at a cost of $10.00 per new or replacement badge issued; provided, however,
      the
      initial supply of security badges for Tenant’s existing employees as of the
      Commencement Date shall be free of charge. Landlord’s Security Command Center
      will provide passport photo service to Tenant’s employees and building to car
      escort so long as it is offering that same service to Landlord’s employees.
      Notwithstanding anything to the contrary in this Lease, Landlord makes no
      warranty or representation of any kind whatsoever with regard to the Security
      System or the services provided under this Paragraph 14, including without
      limitation their quality, adequacy, efficacy or appropriateness. Landlord’s
      provision of the Security System is subject to the terms of Section 18 of this
      Lease. Landlord may, at Landlord’s election, for any reason or for no reason
      whatsoever, make modifications to the Security System, monitoring process and/or
      terminate the provision of the Security System at any time upon thirty (30)
      days
      written notice to Tenant. Should modifications/termination be made by Landlord,
      Operating Expenses shall be adjusted accordingly.





The
      Security System (and badges to operate the same) shall secure building perimeter
      access only. Tenant acknowledges that doors accessing the Premises from the
      Common Area as well as doors to offices within the Premises shall be secured
      with keyed locks only. Landlord shall provide Tenant with a reasonable number
      of
      keys to all such locks, which keys must be returned to Landlord by Tenant at
      the
      expiration or earlier termination of the Lease.





-
          Page 12
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**15.**  **TAXES** .





A.  **Taxes
      Payable by Landlord.** Landlord
      shall pay for any and all real property taxes and assessments levied or imposed
      against the Premises, Building and/or Complex. Tenant’s Share of such real
      property taxes and assessments shall be paid to Landlord in accordance with
      Paragraph 9 of this Lease.


This
      obligation shall survive the expiration or earlier termination of this Lease,
      and if any Real Property Taxes are imposed by the County Assessor or other
      governmental authority for the period of time constituting the Lease Term,
      whether or not Landlord is billed for the same during the Lease Term, Tenant
      shall pay Tenant’s Share of such Real Property Taxes when they are ultimately
      billed. The term "Real Property Taxes," as used herein, shall mean (i) all
      taxes, assessments, levies and other charges of any kind or nature whatsoever,
      general and special, foreseen and unforeseen (including all installments of
      principal and interest required to pay any general or special assessments for
      public improvements and any increases resulting from reassessments caused by
      any
      new improvements or any change in ownership of the Complex) now or hereafter
      imposed by any governmental or quasi-governmental authority or special district
      having the direct or indirect power to tax or levy assessments, which are levied
      or assessed against, or with respect to the value, occupancy or use of, all
      or
      any portion of the Complex (as now constructed or as may at any time hereafter
      be constructed, altered, or otherwise changed) or Landlord's interest therein;
      any improvements located within the Complex (regardless of ownership); the
      fixtures, equipment and other property of Landlord, real or personal, that
      are
      an integral part of and located in the Complex; or parking areas, public
      utilities, or energy within the Complex; (ii) all charges, levies or fees
      imposed by reason of environmental regulation or other governmental control
      of
      the Complex (excluding investigation and remediation costs); and (iii) all
      costs
      and fees (including attorneys' fees) incurred by Landlord in contesting any
      Real
      Property Tax and in negotiating with public authorities as to any Real Property
      Tax. If at any time during the term of this Lease the taxation or assessment
      of
      the Complex prevailing as of the commencement date of this Lease shall be
      altered so that in lieu of or in addition to any Real Property Tax described
      above there shall be levied, assessed or imposed (whether by reason of a change
      in the method of taxation or assessment, creation of a new tax or charge, or
      any
      other cause) an alternate or additional tax or charge (i) on the value, use
      or
      occupancy of the Complex or Landlord's interest therein or (ii) on or measured
      by the gross receipts, income or rentals from the Complex, on Landlord's
      business of leasing the Complex, or computed in any manner with respect to
      the
      operation of the Complex, then any such tax or charge, however designated,
      shall
      be included within the meaning of the term "Real Property Taxes" for purposes
      of
      this Lease. If any Real Property Tax is based upon property or rents unrelated
      to the Complex, then only that part of such Real Property Tax that is fairly
      allocable to the Complex shall be included within the meaning of the term "Real
      Property Taxes." Notwithstanding the foregoing, the term "Real Property Taxes"
      shall not include estate, inheritance, gift or franchise taxes of Landlord,
      tax
      penalties imposed for the late payment of Real Property Taxes, or the federal
      or
      state net income tax imposed on Landlord's income from all sources, in excess
      of
      the amount which would be payable if such tax or assessment expenses were paid
      in installments over the longest permitted term. If any such taxes shall cover
      any period of time prior to or after the expiration or termination of this
      Lease, Tenant's Share of such taxes shall be prorated to cover only that portion
      of the tax bill applicable to the period that this Lease is in effect, and
      Landlord shall reimburse Tenant for any overpayment.





B.  **Taxes
      Payable by Tenant.** Tenant
      shall be liable for and shall pay ten (10) days before delinquency, taxes levied
      against any personal property or trade fixtures placed by Tenant in or about
      the
      Premises. If any such taxes on Tenant's personal property or trade fixtures
      are
      levied against Landlord or Landlord's property or if the assessed value of
      the
      Premises is increased by the inclusion therein of a value placed upon such
      personal property or trade fixtures of Tenant and if Landlord, after written
      notice to Tenant, pays the taxes based on such increased assessment, which
      Landlord shall have the right to do regardless of the validity thereof (but
      only
      under proper protest if requested by Tenant), Tenant shall upon demand, as
      the
      case may be, repay to Landlord the taxes so levied against Landlord, or the
      proportion of such taxes resulting from such increase in the assessment;
      provided that in any such event Tenant shall have the right, in the name of
      Landlord and with Landlord's full cooperation (but without cost to Landlord),
      to
      bring suit in any court of competent jurisdiction to recover the amount of
      any
      such taxes so paid under protest, and any amount so recovered shall belong
      to
      Tenant.





If
      the
      tenant improvements in the Premises (other than the initial Tenant Improvements
      detailed in Section 2.C), whether installed, and/or paid for by Landlord or
      Tenant and whether or not affixed to the real property so as to become a part
      thereof, are assessed for real property tax purposes at a valuation higher
      than
      the valuation at which standard office improvements in other space in the
      Complex are assessed, then the real property taxes and assessments levied
      against Landlord or the Complex by reason of such excess assessed valuation
      shall be deemed to be taxes levied against personal property of Tenant and
      shall
      be paid by Tenant within ten (10) days after Landlord delivers a demand
      therefore. If the records of the County Assessor are available and sufficiently
      detailed to serve as a basis for determining whether said Tenant improvements
      are assessed at a higher valuation than standard office improvements in other
      space in the Complex, such records shall be binding on both the Landlord and
      the
      Tenant. If the records of the County Assessor are not available or sufficiently
      detailed to serve as a basis for making said determination, the actual cost
      of
      construction shall be used.





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**16.**  **TENANT’S
      INSURANCE** .





A.  **Liability
      Insurance** .
      Tenant,
      at Tenant’s expense, agrees to obtain and keep in force during the term of this
      Lease a policy of commercial general liability insurance against any and all
      claims for personal injury, death, property damage, or other liabilities related
      to the condition, use or occupancy of Premises, or to Tenant’s operations on the
      Premises, including an extended liability endorsement providing contractual
      liability and broad form property damage coverage for full actual replacement
      cost. Such insurance shall also contain a cross-liability clause.
      Notwithstanding such cross-liability clause, Tenant’s obligations pursuant to
      the indemnity set forth in Paragraphs 18 and 43 shall not be limited to the
      amount of any insurance required of, or otherwise carried by, Tenant. Such
      liability insurance shall be written with limits of not less than One Million
      Dollars ($1,000,000) per occurrence and One Million Dollars ($1,000,000) annual
      aggregate. Certificates evidencing the issuance of such insurance policies
      shall
      be furnished to Landlord prior to Tenant’s occupancy of the Premises. The policy
      or policies affecting such insurance shall name Landlord and the beneficiary
      or
      mortgagee of any deed of trust or mortgage affecting the Complex as additional
      insureds, and shall insure any liability of Landlord, contingent or otherwise,
      with respect to any act or omission of Tenant, its agents, employees or invitees
      or otherwise; shall be issued by an insurance company admitted and licensed
      to
      transact business in the State of California having a rating of A or better
      in
“Best’s Insurance Guide”; shall provide that the insurance effected thereby
      shall not be subject to cancellation, lapse or change, except upon thirty (30)
      days’ prior written notice to Landlord; and shall not have a deductible in
      excess of such amount as is approved by Landlord. Said liability insurance
      shall
      be primary and not contributing to any insurance available to Landlord, and
      Landlord’s insurance shall be in excess thereto. If during the Lease Term, in
      the reasonable opinion of Landlord’s lender or insurance advisor, the amount of
      commercial general liability insurance described in this Paragraph 16 is not
      adequate, Tenant agrees to increase said coverage to such reasonable amount
      as
      Landlord’s lender or insurance advisor shall deem adequate.





B.  **Personal
      Property Insurance And Worker’s Compensation** . 
      Tenant shall maintain a policy or policies of fire and property damage insurance
      in “special perils” form with a sprinkler leakage endorsement insuring the
      Furniture and Tenant’s personal property, inventory, trade fixtures, and any
      improvements, additions or alterations made by or on behalf of Tenant within
      the
      Premises for the full replacement value thereof and not subject to a
      co-insurance clause. The proceeds from any of such policies shall be used for
      the repair or replacement of such items so insured. Tenant shall also maintain
      a
      policy or policies of worker’s compensation insurance and any other employee
      benefit insurance sufficient to comply with all laws.





**17.**  **CASUALTY
      INSURANCE; WAIVER OF SUBROGATION** .





A.  **Property
      Insurance.** Landlord
      shall purchase and keep in force, a policy or policies of casualty insurance
      covering loss or damage to the Premises, Building and related Common Area
      improvements, providing protection against those perils covered by "special
      perils" insurance, and including such other casualty endorsements as Landlord
      may elect. Landlord may also maintain at Landlord's election, or if required
      by
      Landlord's lender from time to time, earthquake and/or flood damage insurance,
      worker's compensation insurance, sprinkler leakage insurance and rental income
      insurance. Tenant’s Share of such insurance costs shall be paid to Landlord in
      accordance with Paragraph 9 of this Lease. If the cost of such insurance is
      increased due to Tenant's use of the Premises or the Complex, Tenant agrees
      to
      pay to Landlord the full cost of such increase. Tenant shall have no interest
      in
      nor any right to the proceeds of any insurance procured by Landlord as described
      in this Paragraph 17.





B.  **Waiver
      of Subrogation.** Notwithstanding
      anything to the contrary in this Lease, each party hereby releases the other
      party, and its partners, officers, agents, employees, and servants, from any
      and
      all claims, demands, loss, expense, or injury to the Premises or to the
      furnishings, fixtures, equipment, inventory, or other property in, about, or
      upon the Premises, which is caused by or results from perils, events, or
      happenings which are the subject of fire or other casualty insurance in force
      at
      the time of such loss (or which would have been in force had the parties carried
      the insurance required hereunder) irrespective of any negligence on the part
      of
      the released party which may have contributed to or caused such loss; subject
      to
      the following limitations: (i) the party being released shall not be released
      from any liability to the extent that such damages are not covered by the
      insurance recovery obtained by the releasing party, and (ii) the party being
      released shall be responsible for reimbursing the releasing party for any
      deductible owed as a result of such damages. Each party shall use commercially
      reasonable efforts to obtain, if needed, appropriate endorsements to its
      policies of insurance with respect to the foregoing releases; provided, however,
      that failure to obtain such endorsements shall not affect the releases
      hereinabove given. The provisions of the Paragraph shall not limit the
      indemnity, hold harmless and/or defense provisions elsewhere in this
      Lease.





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**18.**  **INDEMNIFICATION;
      EXEMPTION OF LANDLORD FROM LIABILITY** .





A.  **Indemnification
      by Tenant.**  Except
      as
      otherwise expressly prohibited by law, Tenant shall, at its sole cost and
      expense, indemnify, protect, defend (with counsel reasonably acceptable to
      Landlord) and hold harmless Landlord, its partners, shareholders, officers,
      directors, attorneys, agents, beneficiaries, employees, affiliates, contractors,
      and Landlord’s related entities (collectively, "Landlord's Related Parties")
      from and against all liabilities, obligations, damages, penalties, claims,
      costs, charges, expenses, causes of action and/or judgments, including
      reasonable attorneys' fees, which may arise in any manner due to injury, death
      or property loss caused by, arising out of or in connection with (i) Tenant’s
      use or occupancy of the Premises; (ii) the conduct of Tenant’s business; (iii)
      any negligent or willful act of Tenant or Tenant's partners, shareholders,
      officers, directors, attorneys, agents, beneficiaries, employees, affiliates,
      contractors, and Tenant’s related entities; and/or (iv) any breach by Tenant under this Lease; provided, however,
      Tenant shall have no obligation to defend or indemnify Landlord from claims
      which are caused by the negligence of Landlord or Landlord's Related Parties.
      This indemnity shall survive the expiration or earlier termination of this
      Lease. In no event shall Landlord be liable for consequential damages,
      opportunity costs or lost profits incurred or suffered by Tenant as a result
      of
      any such claims.





B.  **Exemption
      of Landlord from Liability.** Except
      for the active or gross negligence or willful misconduct of Landlord or
      Landlord’s Related Parties, **** Landlord
      and Landlord's Related Parties shall not be liable for, and Tenant waives,
      all
      claims for loss or damage to Tenant's business or damage or injury to person
      or
      property sustained by Tenant or any person claiming by, through, or under
      Tenant, resulting from any accident or occurrence in, on or about the Premises,
      or any other part of the Complex, including, without limitation, claims for
      loss, theft or damage resulting from: (i) any Furniture or other equipment
      or
      appurtenances being in disrepair ;
      (ii)
      injury done or occasioned by wind or weather; (iii) any defect in or failure
      to
      operate, for whatever reason, any Furniture or other equipment or facilities
      in
      or about the Building or the Complex; (iv) broken glass; (v) any act, omission
      or negligence of other users or occupants of the Building or Complex, or the
      public; or (vi) any other cause of any nature. To the maximum extent permitted
      by law, Tenant agrees to use and occupy the Premises and the Furniture at
      Tenant's own risk. In no event shall Landlord be liable for consequential
      damages, opportunity costs or lost profits incurred or suffered by Tenant as
      a
      result of any such claims.





C.  **Indemnification
      by Landlord.** Landlord
      hereby agrees to indemnify, defend, and hold harmless Tenant and Tenant’s
      Related Parties from and against any and all liabilities, obligations, damages,
      penalties, claims, costs, charges and expenses, including reasonable attorneys'
      fees, which may arise in any manner due to injury, death or property loss caused
      by, arising out of or in connection with, the negligence or willful misconduct
      of Landlord or Landlord’s Related Parties or any breach by Landlord of this
      Lease. This indemnity shall survive the expiration or earlier termination of
      this Lease.





**19.**  **COMPLIANCE** .
      Tenant,
      at its sole cost and expense, shall promptly comply with all laws, statutes,
      ordinances and governmental rules, regulations or requirements now or hereafter
      in effect; with the requirements of any board of fire underwriters or other
      similar body now or hereafter constituted; and with any direction or occupancy
      certificate issued pursuant to law by any public officer; provided, however,
      that no such failure shall be deemed a breach of these provisions if Tenant,
      immediately upon notification, commences to remedy or rectify said failure.
      The
      judgment of any court of competent jurisdiction or the
      admission by Tenant in any action against Tenant, whether Landlord be a party
      thereto or not, that Tenant has violated any such law, statute, ordinance or governmental rule,
      regulation, requirement, direction or provision, shall be conclusive of that
      fact as between Landlord and Tenant. This Paragraph shall not be interpreted
      as
      requiring Tenant to make structural changes or structural improvements, except
      to the extent such changes or improvements are required as a result of Tenant's
      use or alteration of the Premises. Tenant shall, at its sole cost and expense,
      comply with any and all requirements pertaining to said Premises, of any
      insurance organization or company, necessary for the maintenance of reasonable
      fire and public liability insurance covering the Premises.





**20.**  **LIENS** . 
      Tenant shall keep the Premises and the Complex free from any liens arising
      out
      of any work performed, materials furnished or obligation incurred by Tenant.
      In
      the event that Tenant shall not, within ten (10) days following the imposition
      of such lien, cause the same to be released of record, by bond or otherwise,
      Landlord shall have, in addition to all other remedies provided herein and
      by
      law, the right, but not the obligation, to cause the same to be released by
      such
      means as it shall deem proper, including payment of the claim giving rise to
      such lien. All sums paid by Landlord for such purpose, and all expenses incurred
      by it in connection therewith, shall be payable to Landlord by Tenant on demand
      with interest thereon as specified in Paragraph 44 below.





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**21.**  **ASSIGNMENT
      AND SUBLETTING** .





A.  **Restriction
      on Transfers** .
      Tenant
      shall not voluntarily or by operation of law assign, transfer, or hypothecate
      the leasehold estate under this Lease, or any interest herein, and shall not
      sublet the Premises, or any part thereof, or any right or privilege appurtenant
      thereto, or any portion thereof (in any case, a “Transfer”), including, but not
      limited to, the parking spaces to be used in connection with Tenant's occupancy,
      or suffer any other person or entity to occupy or use the Premises, without,
      in
      each case the prior written consent of Landlord, which consent shall not be
      unreasonably withheld. Any attempt to do so without such prior consent shall
      be
      wholly void and shall constitute a default by Tenant under this Lease. A
      transfer of control of Tenant (as described in Paragraph 21.D), shall constitute
      a Transfer. In the event Landlord consents to any Transfer, such consent shall
      not constitute a waiver of any of the restrictions of this Paragraph 21 and
      the
      same shall apply to each successive Transfer hereunder, if any. In no event
      shall Landlord's consent to a Transfer affect the continuing primary liability
      of Tenant (which, following assignment, shall be joint and several with the
      assignee), or relieve Tenant of any of its obligations hereunder without an
      express written release being given by Landlord. In the event that Landlord
      consents to a Transfer under this Paragraph 21, such Transfer shall not be
      effective until the assignee or sublessee shall assume all of the obligations
      of
      this Lease on the part of Tenant to be performed or observed and whereby the
      assignee or sublessee shall agree that the provisions contained in this Lease
      shall, notwithstanding such Transfer, continue to be binding upon it with
      respect to all future Transfers. Such assignment or sublease agreement shall
      be
      duly executed and a fully executed copy thereof shall be delivered to Landlord,
      and Landlord may, at Landlord’s election, collect Rent due hereunder directly
      from the assignee or sublessee. Collection of Rent directly from an assignee
      or
      sublessee shall not constitute a consent or a waiver of the necessity of consent
      to such assignment or subletting, nor shall such collection constitute a
      recognition of such assignee or sublessee as the Tenant hereunder or a release
      of Tenant from the performance of all of its obligations hereunder.





B.  **Profits
      on a Transfer.** In
      the
      event that Tenant shall make a permitted Transfer hereunder of all or any
      portion of the Premises (the "Transfer Space"), then the following shall apply:
      Tenant shall pay Landlord monthly, as Additional Rent, at the same time as
      the
      monthly installment of Basic Rent required hereunder, one hundred percent (100%)
      of the "Profit" paid by the transferee pursuant to the terms reserved in the
      agreement of Transfer, assignment or sublease. For purposes of this paragraph,
      "Profit" shall mean any consideration of any kind received, or to be received,
      by Tenant as a result of the Transfer, if such sums are related to Tenant’s
      interest in this Lease or in the Premises which are in excess of the applicable
      Basic Rent and Additional Rent payable under this Lease (prorated if a portion
      of the Premises is subleased), after deducting and paying therefrom Tenant's
      reasonable attorneys' fees and broker's commissions incurred in connection
      with
      the Transfer; provided, however, as a condition to deducting such costs and
      expenses, Tenant shall provide to Landlord evidence of the costs incurred and
      any other information reasonably acceptable to Landlord to document such
      expenditures and such expenditures shall be amortized over the term of the
      Transfer on a straight-line basis. Tenant also shall furnish to Landlord upon
      request from Landlord a complete statement setting forth in detail the
      computation of all Profit derived and to be derived from such Transfer, such
      computation to be made in accordance with generally accepted accounting
      principles. Tenant agrees that Landlord or its authorized representatives shall
      be given access at all reasonable times to the books and records of Tenant
      relating to the calculation of such Profit, and Landlord shall have the right
      to
      make copies thereof.





C.  **Recapture
      Right.** In lieu
      of giving or withholding consent pursuant to Paragraph 21.A above, Landlord
      may,
      at its option, terminate this Lease (or in the case of a proposed subletting
      or
      assignment of a portion of the Premises, elect to terminate this Lease as
      respects that portion) and release Tenant from any liability under this Lease
      for Basic Rent and Additional Rent (as to that portion of the Premises involved)
      accruing after the effective date of such termination ("Landlord's Recapture
      Right"), subject to the following provisions. Landlord
      shall exercise Landlord's Recapture Right, if at all, by giving Tenant notice
      of
      such exercise not later than thirty (30) days after Tenant notifies Landlord
      that Tenant desires to assign the Lease or sublease the Premises (whether or
      not
      Tenant has located a specific proposed transferee). If Landlord fails to
      exercise Landlord's Recapture Right within said thirty (30) day period, such
      right shall be of no further force or effect with respect to the transaction
      in
      question.





Landlord
      and Tenant agree and acknowledge that Landlord's Recapture Right as set forth
      above is intended to permit Landlord to maintain control over the leasing of
      space in the Premises, to protect its interest in the Premises and to prevent
      such interest from being impaired. Tenant understands the nature of this right
      and has approved the recapture provisions in consideration for Landlord's
      agreement to release Tenant from liability for future Rent due with respect
      to
      the recaptured portion of the Premises pursuant to the provisions of this
      Section.





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D.  **Certain
      Transactions Permitted** .
      Notwithstanding the foregoing, and provided that Tenant notifies Landlord and
      complies with the other applicable provisions of this Paragraph 21, Landlord
      agrees that a Transfer to a Tenant Affiliate (defined below) shall not require
      Landlord’s prior consent. As used herein, “Tenant Affiliate” means an entity
      that assumes in writing the terms of this Lease, and controls, is controlled
      by
      or is under common control with Tenant or in the event of a merger or
      consolidation either (a) Tenant is the surviving entity, or (b) after giving
      effect to the merger, the surviving entity has assets and net worth at least
      as
      great as that of Tenant at the time Tenant executed this Lease. As used in
      this
      Lease, a party shall be deemed to “control” another party only if the first
      party owns more than fifty percent (50%) of the stock or other beneficial
      interests of the second party. A public offering of Tenant’s stock shall not be
      deemed a “Transfer.”





E.  **Costs;
      Acknowledgment of Reasonableness** .
      Tenant
      agrees to reimburse Landlord for Landlord's reasonable expenses (including
      reasonable attorneys' fees and costs) incurred in connection with processing
      and
      documentation associated with any consents requested by Tenant under this
      Paragraph 21. Tenant agrees that the provisions of this Paragraph 21 are not
      unreasonable standards or conditions for any purpose, including for purposes
      of
      the California Civil Code Section 1951.4(b).





**22.**  **SUBORDINATION
      AND MORTGAGES** .
      If
      Landlord's title or leasehold interest in the Premises is now or hereafter
      encumbered by the lien of any mortgage or deed of trust to secure a loan from
      a
      lender (hereinafter referred to as a "Lender") to Landlord, Tenant shall, at
      the
      request of Landlord or Lender, execute in writing an agreement with Lender
      in a
      form reasonably acceptable to Tenant subordinating its rights under this Lease
      to the lien of such mortgage or deed of trust, or, if so requested, agreeing
      that the lien of Lender's mortgage or deed of trust shall be or remain subject
      and subordinate to the rights of Tenant under this Lease; provided, however,
      that such agreement contains a provision to the effect that notwithstanding
      any
      such subordination, Tenant's possession under this Lease shall not be disturbed
      if Tenant is not in default and so long as Tenant shall pay all Rent and fully
      and faithfully observe and perform all of the provisions set forth in this
      Lease. Tenant’s failure to execute any such document or instrument within
      fifteen (15) days after written demand therefore shall constitute an Event
      of
      Default. Tenant acknowledges that upon receipt from a lender of a "Demand to
      Pay
      Rent to Party other than Landlord" under Section 2938 of the California Civil
      Code, Tenant shall be required to pay all Rents to the Lender as they become
      due.





**23.**  **ENTRY
      BY LANDLORD** . 
      At all reasonable times after 24 hours prior notice (except in emergencies,
      in
      which case no notice is required) Landlord shall have, the right to enter the
      Premises to inspect them; to perform any services to be provided by Landlord
      hereunder; to submit the Premises to prospective purchasers, lenders, or tenants
      and to post "For Rent" or "For Sale" or other signs relative to the same; to
      post notices of nonresponsibility; and to alter, improve or repair the Premises,
      all without abatement of Rent; and may erect scaffolding and other necessary
      structures in or through the Premises where reasonably required by the character
      of the work to be performed; provided, however that Landlord shall endeavor
      not
      to unreasonably interfere with Tenant's use of the Premises. For each of the
      foregoing purposes, Landlord shall at all times have and retain a key with
      which
      to unlock all of the doors in an emergency. Any entry to the Premises obtained
      by Landlord by any of said means, or otherwise, shall not under any
      circumstances be construed or deemed to be a forcible or unlawful entry into
      or
      a detainer of the Premises or an eviction, actual or constructive, of Tenant
      from the Premises or any portion thereof. Landlord shall also have the right
      at
      any time to change the arrangement or location of entrances or passageways,
      doors and doorways, corridors, elevators, stairs, toilets or other public parts
      of the Complex and to change the name, number or designation by which the
      Complex is commonly known, and none of the foregoing shall be deemed an actual
      or constructive eviction of Tenant, or shall entitle Tenant to any damages
      or
      reduction of Rent hereunder.





**24.**  **TENANT'S
      DEFAULT** .
      The
      occurrence of any of the following shall be an "Event of Default" (sometimes
      referred to herein as a "default") by Tenant and a material breach of this
      Lease:





(1)  Tenant
      shall fail to make any payment owed by Tenant under this Lease, as and when
      due,
      and such failure is not cured within five (5) days after Tenant receives written
      notice from Landlord specifying such failure, unless Landlord is legally
      prohibited from issuing a notice of default, in which event no grace period
      shall apply. At Landlord's election, any such notice shall be concurrent with,
      and not in addition to, any notice required under Section 1161 of the California
      Code of Civil Procedure;





(2)  Tenant
      shall fail to observe, keep or perform any of the terms, covenants, agreements
      or conditions under this Lease that Tenant is obligated to observe or perform,
      other than that described in subsection (1) above, for a period of thirty (30)
      days after Tenant receives written notice from Landlord of said failure;
      provided, however, 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 under this Lease if Tenant shall commence the cure
      of
      such default within said thirty (30) day period and diligently prosecute the
      same to completion within such time period as is reasonably needed but not
      to
      exceed ninety (90) days from the date of Landlord's notice. Notwithstanding
      the
      foregoing, if Landlord is legally prohibited from issuing a notice of default,
      then no grace period shall apply. At Landlord's election, any such notice from
      Landlord shall be concurrent with, and not in addition to, any notice required
      under Section 1161 of the California Code of Civil Procedure. Notwithstanding
      the foregoing, the following shall constitute an event of default without any
      additional notice or lapse of time: (i) failure to provide an estoppel
      certificate as required under Paragraph 31(i.e., within ten (10) days following
      written notice from Landlord), or (ii) failure to provide an agreement for
      the benefit of a Lender under Paragraph 22 (i.e., within fifteen (15) days
      following written notice from Landlord);





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(3)  Tenant
      shall (i) make any general arrangement or assignment for the benefit of
      creditors; (ii) become a "debtor" as defined in 11 U.S.C. Section 101 or any
      successor statute thereto (unless, in case of a petition filed against Tenant,
      the same is dismissed within 60 days); (iii) suffer 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 is
      not
      restored to Tenant within 30 days; or (iv) suffer 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 30 days. The provisions of this subparagraph 24(3) shall
      also
      apply to any Guarantor of this Lease. However, in the event that any provision
      of this subparagraph is contrary to any applicable law, such provision shall
      be
      of no force or effect; or





(4)  Tenant
      shall vacate or abandon the Premises at any time during the Lease Term (except
      that Tenant may vacate so long as it pays Rent, provides an on site security
      guard during normal business hours from Monday through Friday, and otherwise
      performs its obligations hereunder).





**25.**  **LANDLORD'S
      REMEDIES AND RIGHTS**





A.  **Termination
      of Lease** .
      In case
      of an Event of Default by Tenant, Landlord shall have the right, in addition
      to
      all other rights available to Landlord under this Lease or now or hereafter
      permitted by law or in equity, to terminate this Lease by providing Tenant
      with
      a notice of termination. Upon termination, Landlord may recover any damages
      proximately caused by Tenant's failure to perform under this Lease, or which
      are
      likely in the ordinary course of business to be incurred, including any amount
      expended or to be expended by Landlord in an effort to mitigate damages, as
      well
      as any other damages which Landlord is entitled to recover under any statute
      now
      or hereafter in effect. Landlord's damages include, without limitation, the
      following:





(1)  the
      worth
      at the time of the award of any unpaid Rent which had been earned at the time
      of
      termination;





(2)  the
      worth
      at the time of the award of the amount by which the unpaid Rent which would
      have
      been earned after termination until the time of the award exceeds the amount
      of
      the loss of such Rent that Tenant proves could have been reasonably avoided;
      and





(3)  the
      worth
      at the time of the award of the amount by which the unpaid Rent for the balance
      of the term after the time of the award exceeds the amount of the loss of such
      Rent that Tenant proves could have been reasonably avoided.





As
      used
      in subparagraphs (1) and (2) above, the "worth at the time of award" shall
      be
      determined by allowing interest at the maximum rate of interest permitted by
      applicable law. As used in subparagraph (3), the "worth at the time of award"
      shall be determined by discounting to present value such amount at one percent
      (1%) more than the discount rate of the Federal Reserve Bank in San Francisco
      in
      effect at the time of the award. Other
      than the foregoing, in no event shall Tenant be liable for consequential
      damages, opportunity costs, or lost profits suffered by Landlord as a result
      of
      any such claims.





B.  **Continuation
      of Lease** .
      In
      accordance with California Civil Code Section 1951.4 (or any successor statute),
      Tenant acknowledges that in the event Tenant has breached this Lease and
      abandoned the Premises, this Lease shall continue in effect for so long as
      Landlord does not terminate Tenant's right to possession, and Landlord may
      enforce all its rights and remedies under this Lease, including the right to
      recover the Rent as it becomes due under this Lease. Acts of maintenance or
      preservation or efforts to relet the Premises or the appointment of a receiver
      upon initiative of Landlord to protect Landlord's interest under this Lease
      shall not constitute a termination of Tenant's right to possession.





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          Page 18
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C.  **Right
      of Entry** .
      In case
      of an Event of Default by Tenant, Landlord shall also have the right, with
      or
      without terminating this Lease, to enter the Premises and remove all persons
      and
      personal property from the Premises, such property being removed and stored
      in a
      public warehouse or elsewhere at Tenant's sole cost and expense for at least
      thirty (30) days, and after such thirty (30) day period, Landlord shall have
      the
      right to discard or otherwise dispose of such property in accordance with
      California law. No removal by Landlord of any persons or property in the
      Premises shall constitute an election to terminate this Lease. Such an election
      to terminate may only be made by Landlord in writing, or decreed by an
      arbitrator or a court of competent jurisdiction. Landlord's right of entry
      shall
      include the right to remodel the Premises and relet the Premises. All costs
      incurred in such entry and reletting shall be paid by Tenant. Rents collected
      by
      Landlord from any other tenant that occupies the Premises shall be offset
      against the amounts owed to Landlord by Tenant. Tenant shall be responsible
      for
      any amounts not recovered by Landlord from any other tenant which occupies
      the
      Premises. Any payments made by Tenant shall be credited to the amounts owed
      by
      Tenant in the sole order and discretion of Landlord, irrespective of any
      designation or request by Tenant. No entry by Landlord shall prevent Landlord
      from later terminating this Lease by written notice.





D.  **Remedies** .
      Tenant
      hereby waives, for itself and all persons claiming by, through or under Tenant,
      all rights and privileges which it might have under any present or future law
      to
      redeem the Premises or to continue this Lease after being legally dispossessed
      or ejected from the Premises. The rights and remedies of Landlord set forth
      in
      this Lease are not exclusive, and Landlord may exercise any other right or
      remedy available to it under this Lease, at law or in equity.





**26.**  **DESTRUCTION** . 
      In the event the Premises are destroyed in whole or in part from any cause,
      except damage and destruction caused from vandalism or accident for which Tenant
      is responsible for under Paragraph 12, Landlord may, at its
      option:





(a)  Rebuild
      or restore the Premises to their condition prior to the damage or destruction,
      or





(b)  Terminate
      this Lease, provided that the Premises is damaged to the extent of twenty
      percent (20%) of the replacement cost thereof or to any extent if (i) the damage
      is not covered by insurance, and/or (ii) the damage occurs during the last
      twelve (12) months of the Lease Term.





Landlord
      shall give Tenant notice in writing within thirty (30) days from the destruction
      of the Premises of its election to either rebuild and restore them, or to
      terminate this Lease. In the event Landlord agrees to rebuild or restore the
      Premises, Landlord shall do so promptly at its expense. Unless such damage
      is
      caused by Tenant or Tenant's agents, employees or contractors, Tenant shall
      be
      entitled to a reduction in Rent while such repair is being made in the
      proportion that the area of the Premises rendered untenantable by such damage
      bears to the total area of the Premises. If Landlord initially estimates that
      the rebuilding or restoration will exceed 180 days or if Landlord does not
      complete the rebuilding or restoration within one hundred eighty (180) days
      following the date of destruction (such period of time to be extended for delays
      caused by the fault or neglect of Tenant or because of Acts of God, acts of
      public agencies, labor disputes, strikes, fires, freight embargoes, rainy or
      stormy weather, inability to obtain materials, supplies or fuels, acts of
      contractors or subcontractors, or delay of the contractors or subcontractors
      due
      to such causes or other contingencies beyond the control of Landlord), then
      Tenant shall have the right to terminate this Lease by giving thirty (30) days
      prior written notice to Landlord. Notwithstanding anything herein to the
      contrary, Landlord's obligation to rebuild or restore shall not include
      restoration of Tenant's trade fixtures, equipment (including telecommunication
      equipment, whether or not located within the Premises), merchandise, or any
      improvements, alterations, or additions made by Tenant to the Premises, which
      Tenant shall forthwith replace or fully repair at Tenant's sole cost and expense
      provided this Lease is not cancelled according to the provisions
      above.





Unless
      this Lease is terminated pursuant to the foregoing provisions, this Lease shall
      remain in full force and effect. Tenant hereby expressly waives any statutory
      rights of termination which may arise by reason of any partial or total
      destruction of the Premises.





In
      the
      event the damage or destruction of the Premises is caused by Tenant or Tenant's
      employees, agents or independent contractors, Tenant shall pay the deductible
      portion of Landlord’s insurance proceeds.





**27.**  **EMINENT
      DOMAIN** . 
      If all or any part of the Premises shall be taken by any public or quasi-public
      authority under the power of eminent domain or conveyance in lieu thereof,
      this
      Lease shall terminate as to any portion of the Premises so taken or conveyed
      on
      the date when title vests in the condemnor, and Landlord shall be entitled
      to
      any and all payment, income, rent, award, or any interest therein whatsoever
      which may be paid or made in connection with such taking or conveyance, and
      Tenant shall have no claim against Landlord or otherwise for the value or any
      unexpired term of this Lease. Notwithstanding the foregoing Paragraph, any
      compensation specifically awarded to Tenant for loss of business, Tenant's
      personal property, moving cost or loss of goodwill, shall be and remain the
      property of Tenant.





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If
      (i) any action or proceeding is commenced for such taking of the Premises
      or any part thereof, or if Landlord is advised in writing by any entity or
      body
      having the right or power of condemnation of its intention to condemn the
      Premises or any portion thereof, or (ii) any of the foregoing events occur
      with respect to the taking of any other space in the Complex, or (iii) any
      such
      spaces are taken or conveyed in lieu of such taking, Landlord shall have the
      right to terminate this Lease by giving Tenant written notice thereof within
      sixty (60) days of the date of receipt of said written advice, or commencement
      of said action or proceeding, taking or conveyance, which termination shall
      take
      place as of the first to occur of the last day of the calendar month next
      following the month in which such notice is given or the date on which title
      to
      the Premises shall vest in the condemnor.





In
      the
      event of a partial taking or conveyance of the Premises, if the portion of
      the
      Premises taken or conveyed is so substantial that the Tenant can no longer
      reasonably conduct its business, Tenant shall have the privilege of terminating
      this Lease within sixty (60) days from the date of such taking or conveyance,
      upon written notice to Landlord of its intention to do so, and upon giving
      of
      such notice this Lease shall terminate on the last day of the calendar month
      next following the month in which such notice is given, upon payment by Tenant
      of the Rent from the date of such taking or conveyance to the date of
      termination.





If
      a
      portion of the Premises shall be taken by condemnation or conveyance in lieu
      thereof and neither Landlord nor Tenant terminate this Lease as provided herein,
      this Lease shall continue in full force and effect as to the part of the
      Premises not so taken or conveyed, and the Rent herein shall be apportioned
      as
      of the date of such taking or conveyance so that thereafter the Rent to be
      paid
      by Tenant shall be in the ratio that the area of the portion of the Premises
      not
      so taken or conveyed bears to the total area of the Premises prior to such
      taking.





**28.**  **SALE
      OR CONVEYANCE BY LANDLORD** .
      In the
      event of a sale or conveyance of the Complex or any interest therein, by any
      owner of the reversion then constituting Landlord, the transferor shall thereby
      be released from any further liability upon any of the terms, covenants or
      conditions (express or implied) herein contained in favor of Tenant, and in
      such
      event, insofar as such transfer is concerned, Tenant agrees to look solely
      to
      the responsibility of the successor in interest of such transferor in and to
      the
      Complex and this Lease. After the date of any such transfer, the term “Landlord”
as used herein shall mean the applicable transferee of such interest in the
      Premises. This Lease shall not be affected by any such sale or conveyance,
      and
      Tenant agrees to attorn to the successor in interest of such
      transferor.





**29.**  **ATTORNMENT
      TO LENDER OR THIRD PARTY** .
      In the
      event the interest of Landlord in the Complex is encumbered by mortgage or
      deed
      of trust, and such interest is acquired by the lender or any third party through
      judicial foreclosure, non-judicial foreclosure, or conveyance in lieu thereof,
      Tenant hereby agrees to attorn to such purchaser or transferee and to recognize
      such purchaser or transferee as the landlord under this Lease. In the event
      the
      lien of the deed of trust securing the loan from a lender to Landlord is prior
      and paramount to the Lease, this Lease shall nonetheless continue in full force
      and effect for the remainder of the unexpired term hereof, at the same rental
      herein reserved and upon all the other terms, conditions and covenants herein
      contained.





**30.**  **HOLDING
      OVER** .
      Tenant
      shall have no right to holdover possession of the Premises after the expiration
      or termination of this Lease without the prior written consent of Landlord, in
      Landlord’s sole and absolute discretion. If, however, Tenant retains possession
      of any part of the Premises after the Lease Term, Tenant shall become a tenant
      at sufferance only, for the entire Premises upon all of the terms of this Lease
      as might be applicable to such tenancy, except that Tenant shall pay Basic
      Rent
      and Additional Rent at a rate equal to two hundred percent (200%) of the Basic
      Rent and Additional Rent payable under this Lease immediately prior to such
      holdover, computed on the basis of a thirty day month for each day of the
      holdover period. In addition, upon demand, Tenant shall pay to Landlord (i)
      all
      other amounts due and payable under this Lease, plus (ii) any and all other
      damages, costs, expenses, and fees (including without limitation attorneys’
fees) incurred or suffered by Landlord as a result of such holdover by Tenant.
      No acceptance of Rent or other payments under these holdover provisions shall
      operate as a waiver of Landlord’s right to regain possession or any other of
      Landlord’s remedies.





**31.**  **CERTIFICATE
      OF ESTOPPEL** .
      Tenant
      shall, within ten (10) days after written notice from Landlord, at any time,
      execute, acknowledge and deliver to Landlord a statement in writing (i)
      certifying that this Lease is unmodified and in full force and effect (or,
      if
      modified, stating the nature of such modification and certifying that this
      Lease, as so modified, is in full force and effect) and the date to which the
      rent and other charges are paid in advance, if any; (ii) acknowledging that
      there are not, to Tenant’s knowledge, any uncured defaults on the part of
      Landlord hereunder, or specifying such defaults, if any are claimed; and (iii)
      certifying to such other matters concerning the Premises, the Lease or Tenant's
      tenancy as Landlord may request. Any such statement may be conclusively relied
      upon by any prospective purchaser or encumbrancer of the Premises. Tenant’s
      failure to deliver such statement within such time shall be conclusive upon
      Tenant that this Lease is in full force and effect, without modification except
      as may be represented by Landlord, that there are no uncured defaults in
      Landlord’s performance, and that not more than one month’s Rent has been paid in
      advance.





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**32.**  **CONSTRUCTION
      CHANGES** .
      It is
      understood that the description of the Premises and the location of ductwork,
      plumbing and other facilities therein are subject to such minor changes as
      Landlord or Landlord's architect determines to be desirable in the course of
      construction of the Premises, and no such changes, or any changes in plans
      for
      any other portions of the Premises or the Complex shall affect this Lease or
      entitle Tenant to any reduction of Rent hereunder or result in any liability
      of
      Landlord to Tenant. Landlord does not guarantee the accuracy of any drawings
      supplied to Tenant and verification of the accuracy of such drawings rests
      with
      Tenant.





**33.**  **RIGHT
      OF LANDLORD TO PERFORM** . 
      All terms, covenants and conditions of this Lease to be performed or observed
      by
      Tenant shall be performed or observed by Tenant at Tenant's sole cost and
      expense and without any reduction of Rent. If Tenant shall fail to pay Rent,
      required to be paid by it hereunder, or shall fail to perform any other term
      or
      covenant required to be performed by it hereunder, and such failure shall
      continue for five (5) days after written notice thereof from Landlord, Landlord,
      without waiving or releasing Tenant from any obligation of Tenant hereunder,
      may, but shall not be obligated to, make any such payment or perform any such
      other term or covenant on Tenant's part to be performed. All sums so paid by
      Landlord and all necessary costs of such performance by Landlord together with
      interest thereon at the rate of interest specified in Paragraph 44 below, shall
      be paid to Landlord on demand as Additional Rent, and Landlord shall have (in
      addition to any other right or remedy of Landlord) the same rights and remedies
      in the event of nonpayment by Tenant of Rent hereunder.





**34.**  **ATTORNEY'S
      FEES** .
      In the
      event that either Landlord or Tenant should bring suit or become involved in
      any
      proceeding for the possession of the Premises, to enforce any provision of
      this
      Lease, for the recovery of any sum due under this Lease, or because of the
      breach of any provision 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 or proceeding and shall be
      enforceable whether or not the action or proceeding is prosecuted to judgment.
      Should Landlord be named as a defendant in any suit brought against Tenant
      in
      connection with or arising out of Tenant's occupancy hereunder or the conduct
      of
      Tenant or Tenant’s agents in, upon or at the Premises, Tenant shall pay to
      Landlord its costs and expenses incurred in such suit, including a reasonable
      attorneys' fees.





**35.**  **WAIVER** . 
      No covenant, term or condition or the breach thereof shall be deemed waived,
      except by written consent of the party against whom the waiver is claimed,
      and
      any waiver of the breach of any covenant, term or condition shall not be deemed
      to be a waiver of any other covenant, term or condition or any subsequent
      failure of the party failing to perform or observe the same or any other such
      term, covenant or condition. Acceptance by Landlord of any performance by Tenant
      after the time the same shall have become due shall not constitute a waiver
      by
      Landlord of the breach or default of any covenant, term or condition unless
      otherwise expressly agreed to by Landlord in writing.





**36.**  **NOTICES** . 
      All notices, demands, requests, advises or designations (collectively "Notices")
      which may be or are required to be given by either party to the other party
      hereunder shall be in writing. All Notices shall be sufficiently given, made
      or
      delivered if (i) to Tenant, personally served on Tenant by leaving the same
      at
      the Premises, or (ii) to Landlord, if personally delivered to the address set
      forth in Paragraph 1.N. Notice shall also be sufficiently given, made or
      delivered if sent by (a) postage prepaid United States mail or overnight
      courier, addressed as specified in Paragraph 1.N, or (b) facsimile transmission
      to the numbers specified in Paragraph 1.N, with confirming copy sent by United
      States mail. Each Notice referred to in this Paragraph shall be deemed received
      on the date of the personal service or facsimile transmission, the next business
      day after sending via overnight courier, or on the third (3rd) day after mailing
      thereof by United States mail, postage prepaid, as the case may be.





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**37.**  **EXAMINATION
      OF LEASE** . 
      Submission of this instrument for examination or signature by Tenant does not
      constitute a reservation of or option for a lease, and this instrument is not
      effective as a lease or otherwise until its execution and delivery by both
      Landlord and Tenant.





**38.**  **DEFAULT
      BY LANDLORD** . 
      Landlord shall not be in default unless Landlord fails to perform obligations
      required of Landlord within a reasonable time, but in no event earlier than
      thirty (30) days after written notice by Tenant to Landlord and to the holder
      of
      any mortgage or deed of trust covering the Premises whose name and address
      shall
      have previously been furnished to Tenant in writing, specifying wherein Landlord
      has failed to perform such obligations; provided, however, that if the nature
      of
      Landlord's obligations is such that more than thirty (30) days are required
      for
      performance, then Landlord shall not be in default if Landlord commences
      performance within such thirty (30) day period and thereafter diligently
      prosecutes the same to completion.





**39.**  **AUTHORITY** . 
      If Tenant is a corporation (or other entity) each individual executing this
      Lease on behalf of said corporation (or other entity) represents and warrants
      that he or she is duly authorized to execute and deliver this Lease on behalf
      of
      said corporation (or other entity) in accordance with the by-laws of said
      corporation (or in accordance with the agreement of such other entity) and that
      this Lease is binding upon said corporation (or other entity) in accordance
      with
      its terms. Tenant shall, within thirty (30) days after execution of this Lease,
      deliver to Landlord a certified copy of the resolution of the Board of Directors
      or other governing members of said corporation (or other entity) authorizing
      or
      ratifying the execution of this Lease.





**40.**  **LIMITATION
      OF 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, the sole and exclusive remedy
      and source of recovery for any judgment or award shall be against Landlord's
      interest in the Premises. Tenant agrees that the foregoing covenant and
      agreement shall be applicable to any covenant or agreement either expressly
      contained in this Lease or imposed by statute or at common law.





**41.**  **BROKERS** .
      Tenant
      and Landlord each warrants to the other that it has had no dealings with any
      real estate broker(s) or agent(s), other than those specified in Paragraph
      1.N,
      and that it knows of no other real estate broker or agent who is entitled to
      a
      commission, in connection with this Lease. Each party shall indemnify, defend,
      protect and hold harmless the other party and its agents, employees and
      independent contractors from and against any and all liabilities, losses, costs,
      expenses and damages (including attorneys' fees and costs) arising out of any
      allegations or claim by any third party, other than the broker(s) specified
      above, for a commission or fee in connection with the negotiation of this Lease
      as a result of the actions of the indemnifying party. Pursuant to separate
      written agreements, Landlord shall be responsible for the payment of a
      commission to Landlord’s broker in connection with this Lease, and Landlord’s
      broker shall be responsible for any commission or fee payable to Tenant’s
      broker, and neither Landlord nor Tenant shall have any responsibility for such
      payment to Tenant’s broker.





**42.**  **SIGNS** .
      Subject
      to compliance with all applicable laws and regulations relating thereto and
      approval by the City of Milpitas, Tenant shall be entitled to Tenant’s Share of
      existing building directional signage and monument signage, which signage shall
      be installed at Tenant’s sole cost and expense. Tenant shall be entitled to
      apply vinyl lettering/logo to the Premises entry doors. Landlord shall provide
      lobby directory signage at Landlord’s sole cost and expense. Except for the
      foregoing, no sign, placard, picture, advertisement, name or notice shall be
      inscribed, displayed or printed or affixed on or to any part of the outside
      of
      the Premises or any exterior windows of the Premises unless Tenant complies
      with
      all applicable laws and regulations relating thereto and Tenant first obtains
      the written consent of Landlord, which consent shall not be unreasonably
      withheld or delayed. If Tenant violates any laws or regulations relating to
      its
      signs, or does not obtain Landlord's prior written consent pursuant to the
      preceding sentence, 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.





All
      approved signs or lettering shall be removed and restored upon the expiration
      or
      earlier termination of this Lease at Tenant’s sole cost and
      expense.





Tenant
      shall not place anything or allow anything to be placed near the glass of any
      window, door partition or wall which may, in Landlord's judgment, appear
      unsightly from outside the Premises.





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**43.**  **HAZARDOUS
      MATERIALS** .





A.  **Definitions.** As used
      herein, the term “Hazardous Material” shall mean any substance or material which
      has been determined by any state, federal, or local government authority to
      be
      capable of posing a risk of injury to health, safety or property including
      all
      of those materials and substances designated as hazardous or toxic by the
      Environmental Protection Agency, the California Water Quality Control Board,
      the
      Department of Labor, the California Department of Industrial Relations, the
      Department of Transportation, the Department of Agriculture, the Department
      of
      Human Services, the Food and Drug Agency or any other governmental agency which
      regulates hazardous or toxic substances in the environment. Without limiting
      the
      generality of the foregoing, the term “Hazardous Material” shall include (i) all
      of those materials and substances defined as “Toxic Materials” in Sections 66680
      through 66685 of Title 22 of the California Administrative Code, Division 4,
      Chapter 30, as the same shall be amended from time to time, or any other
      federal, state or local statute, law, ordinance, resolution, code, rule,
      regulation, order or decree regulating, relating to, or imposing liability
      or
      standards of conduct concerning, any hazardous, toxic or dangerous waste,
      substance or material as now or at any time hereafter in effect, (ii) any
      substance, product, waste or other material of any nature whatsoever which
      may
      give rise to liability under any statutory or common law theory based on
      negligence, trespass, intentional tort, nuisance or strict liability or under
      any reported decisions of a state or federal court, or (iii) petroleum or crude
      oil other than petroleum and petroleum products which are contained within
      regularly operated motor vehicles.





B.  **Restriction
      on Use.** Except
      for small quantities of products used in normal office environments (e.g.,
      toner, white out), Tenant shall not cause or permit any Hazardous Material
      to be
      used, generated, released, discharged, transported to or from, stored, or
      disposed of in or about the Premises, the Complex, or any other land or
      improvements in the vicinity of the Premises or the Complex, without the prior
      written consent of Landlord, which consent may be withheld in Landlord's sole
      and absolute discretion. Without limiting the generality of the foregoing,
      Tenant, at its sole cost and expense, shall comply with all laws relating to
      the
      storage, use, generation, release, transportation and disposal of Hazardous
      Materials. If the presence of any Hazardous Material on the Premises caused
      or
      permitted by Tenant results in contamination of the Premises, the Complex,
      or
      any nearby premises, Tenant, at its sole cost and expense, shall promptly take
      all actions necessary to return the same to the condition existing prior to
      such
      contamination.





C.  **Indemnity.** Tenant
      shall indemnify, defend, protect and hold harmless Landlord and Landlord's
      agents, employees and independent contractors from and against any and all
      claims, judgments, damages (including, without limitation, punitive damages),
      losses, penalties, fines, demands, liabilities (including strict liability),
      encumbrances, liens, costs and expenses of investigation and defense of any
      claim, including, without limitation, reasonable attorneys' fees and
      disbursements and consultants' fees, arising out of, relating to or resulting
      from any storage, use, generation, discharge, treatment, transportation, release
      or disposal by Tenant, or Tenant's agents, employees or independent contractors,
      of any Hazardous Material upon, about, above or beneath the Premises, the
      Complex or any nearby premises. This indemnity shall survive the expiration
      or
      earlier termination of this Lease. Tenant shall not suffer any lien to be
      recorded against the Premises or the Complex as a consequence of a Hazardous
      Material, including any so-called state, federal or local “super fund” lien
      related to the “clean up” of a Hazardous Material in or about the Premises, the
      Complex or any other premises.





D.  **Notices** .
      Tenant
      and Landlord each shall immediately notify the other of any inquiry, test,
      investigation, or enforcement proceeding by or against such party or the
      Premises concerning a Hazardous Material. Tenant acknowledges that Landlord,
      as
      the owner of the Premises, at its election, shall have the sole right, at
      Tenant’s expense, to negotiate, defend, approve and appeal any action taken or
      order issued with regard to a Hazardous Material released or disposed of by
      Tenant or Tenant’s Related Parties by any applicable governmental authority.
      Landlord shall have the right to appoint a consultant, at Tenant’s expense, to
      conduct an investigation to determine whether any storage, use, generation,
      discharge, treatment, transportation, release or disposal by Tenant, or Tenant’s
      Related Parties, of any Hazardous Material is being conducted in an appropriate
      manner and in accordance with all applicable laws. Tenant, at its expense,
      shall
      comply with all recommendations of the consultant.





E.  **Condition
      upon Surrender of Premises** .
      Upon
      the expiration or earlier termination of the Lease, Tenant, at its sole cost,
      shall remove all Hazardous Materials from the Premises resulting from any
      storage, use, generation, discharge, treatment, transportation, release or
      disposal by Tenant, or Tenant’s Related Parties, of any Hazardous Material. If
      Tenant fails to so surrender the Premises, Tenant shall, in addition to its
      obligations under Paragraph 43.C above, indemnify, defend, protect and hold
      harmless Landlord and Landlord's agents, employees and contractors from and
      against any and all damages arising out of, related to or resulting from
      Tenant’s failure to surrender the Premises as required by this Paragraph,
      including without limitation any claims or damages in connection with the
      condition of the Premises such as damages occasioned by the inability to relet
      the Premises or a reduction in the fair market and/or rental value of the
      Premises by reason of the existence of any Hazardous Material upon, about,
      above
      or beneath the Premises, the Complex or any nearby premises.





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F.  **Clean-up
      Activities** .
      If any
      action is required to be taken by a governmental authority to clean-up Hazardous
      Materials from the Premises resulting from any storage, use, generation,
      discharge, treatment, transportation, release or disposal by Tenant, or Tenant’s
      Related Parties, of any Hazardous Material, and such action is not completed
      prior to the expiration or earlier termination of the Lease, Tenant shall be
      deemed to have impermissibly held over until such time as such required action
      is completed, and in addition to the requirements of Paragraph 30, Landlord
      shall be entitled to all damages directly or indirectly incurred in connection
      with such holding over, including without limitation, damages occasioned by
      the
      inability to relet the Premises or a reduction of the fair market and/or rental
      value of the Premises.





**G.**  **Exemption
      of Tenant from Liability** .
      Notwithstanding anything in this Lease to the contrary, Tenant shall not be
      responsible for the clean-up or remediation of, and shall not be required to
      indemnify Landlord against, any claims, losses, liabilities or expenses
      resulting form any Hazardous Materials placed on or about the Premises prior
      to
      the Commencement Date by parties other than Tenant or Tenant’s Related Entities,
      except to the extent that such contamination has been exacerbated by Tenant
      or
      Tenant’s Related Entities or by Tenant’s failure to perform its obligations
      under this Paragraph 43.





H.  **Landlord’s
      Representations.** To
      Landlord’s Knowledge (as defined in Paragraph 46.J), the buildings contain no
      Hazardous Materials or asbestos.





**44.**  **INTEREST.** Any sum
      accruing to Landlord under the provisions of this Lease which shall not be
      paid
      by Tenant within thirty (30) days after such sum becomes due, shall bear
      interest from the expiration of such 30 day period, until paid, at the rate
      of
      twelve percent (12%) per annum, or the maximum rate then permitted under
      applicable law, whichever is less.





**45.**  **FURNITURE** .
      Tenant
      shall be entitled to use the furniture, work stations, voice and data cabling
      currently located in the Premises as shown on Exhibit B (“Furniture”). The
      Furniture at all times shall remain the property of Landlord, and shall be
      used
      by Tenant during the Lease Term free of charge. Tenant agrees, at its sole
      cost
      and expense, to maintain the Furniture in good condition and repair, allowing
      for reasonable wear and tear, and to insure the Furniture in accordance with
      the
      terms and conditions of Paragraph 16. In the event that the Furniture is damaged
      during Tenant’s occupancy of the Premises beyond ordinary wear and tear, Tenant
      shall, at Landlord’s option, either repair or replace such damaged Furniture at
      Tenant's sole cost and expense. Any installations, replacements, and
      substitutions of parts or accessories with respect to any of the Furniture
      supplied by Landlord shall constitute accessions and shall become part of the
      Furniture and shall be owned by Landlord. Such installations, replacements
      and
      substitutions shall be paid for by Tenant. Landlord shall not be under any
      liability or obligation in any manner to provide service, maintenance, or
      repairs for the Furniture. Upon the expiration or earlier termination of this
      Lease, Tenant shall return the Furniture in the same condition and repair as
      the
      Furniture was delivered to Tenant, excepting only ordinary wear and
      tear.





**46.**  **MISCELLANEOUS
      AND GENERAL PROVISIONS** .





A.  **Use
      of Building Name** .
      Tenant
      shall not, without the written consent of Landlord, use the name of the Building
      for any purpose other than as the address of the business conducted by Tenant
      in
      the Premises.





B.  **Governing
      Law; Partial Invalidity** .
      This
      Lease shall in all respects be governed by and construed in accordance with
      the
      laws of the State in which the Premises are located. If any provision of this
      Lease shall be invalid, unenforceable or ineffective for any reason whatsoever,
      all other provisions hereof shall be and remain in full force and
      effect.





C.  **Definitions;
      Binding Effect** .
      The
      term "Premises" includes the space leased hereby and any improvements now or
      hereafter installed therein or attached thereto. The term "Landlord" or any
      pronoun used in place thereof includes the plural as well as the singular and
      the successors and assigns of Landlord. The term "Tenant" or any pronoun used
      in
      place thereof includes the plural as well as the singular and individuals,
      firms, associations, partnerships and corporations, and their and each of their
      respective heirs, executors, administrators, successors and permitted assigns,
      according to the context hereof, and the provisions of this Lease shall inure
      to
      the benefit of and bind such heirs, executors, administrators, successors and
      permitted assigns. The term "person" includes the plural as well as the singular
      and individuals, firms, associations, partnerships and corporations. Words
      used
      in any gender include other genders. If there be more than one Tenant, the
      obligations of Tenant hereunder are joint and several. The paragraph headings
      of
      this Lease are for convenience of reference only and shall have no effect upon
      the construction or interpretation of any provision hereof.





-
          Page 24
          of 32 -


D.  **Time
      of the Essence** .
      Time is
      of the essence of this Lease and of each and all of its provisions.





E.  **Waiver
      of Jury Trial** . **LANDLORD
      AND TENANT EACH ACKNOWLEDGE THAT IT IS AWARE OF ITS CHOICE WITH RESPECT TO
      ITS
      RIGHTS TO TRIAL BY JURY, AND HAS HAD THE ADVICE OF COUNSEL, AND, TO THE FULLEST
      EXTENT PERMITTED BY LAW, EACH PARTY DOES HEREBY EXPRESSLY AND KNOWINGLY WAIVE
      AND RELEASE ALL SUCH RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
      COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER (AND/OR AGAINST
      ITS OFFICERS, DIRECTORS, PARTNERS, MEMBERS, EMPLOYEES, AGENTS, OR SUBSIDIARY OR
      AFFILIATED ENTITIES) ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY
      CONNECTED WITH THIS LEASE, TENANT'S USE OR OCCUPANCY OF THE PREMISES, AND/OR
      ANY
      CLAIM OF INJURY OR DAMAGE.** Landlord
      and Tenant **** hereby
      agree that the other party hereto shall be authorized to file this Lease with
      the clerk or judge of any court of competent jurisdiction, as a written consent
      to waiver of trial by jury.





F.  **Entire
      Agreement** .
      All
      exhibits, riders and attachments referenced in this Lease are hereby
      incorporated into this Lease. This instrument along with any exhibits, riders
      and attachments hereto constitutes the entire agreement between Landlord and
      Tenant relative to the Premises and this agreement and the exhibits and
      attachments may be altered, amended or revoked only by an instrument in writing
      signed by both Landlord and Tenant. Landlord and Tenant hereby acknowledge
      that
      neither party has relied upon any representation concerning the Premises that
      is
      not set forth in this Lease and agree that all prior or contemporaneous oral
      agreements between and among themselves and their agents or representatives
      relative to the leasing of the Premises are merged in or revoked by this
      agreement.





G.  **Recording
      of Lease; Quitclaim** .
      Neither
      Landlord nor Tenant shall record this Lease or a short form memorandum hereof
      without the consent of the other. At the expiration or earlier termination
      of
      this Lease, Tenant shall execute, acknowledge and deliver to Landlord, within
      ten (10) days after written demand from Landlord to Tenant, any quitclaim deed
      or other document required by any reputable title company licensed to operate
      in
      the State of California, to remove the cloud or encumbrance created by this
      Lease from the real property of which Tenant's Premises are a part.





H.  **Amendments
      Required by Lender** .
      Tenant
      further agrees to execute any amendments required by a lender to enable Landlord
      to obtain financing, so long as such modifications are reasonable, do not
      increase the obligations of Tenant hereunder, or materially adversely affect
      the
      leasehold estate created hereby or materially diminish Tenant’s rights
      hereunder.





I.  **Air
      Rights Retained by Landlord** .
      Tenant
      covenants and agrees that no diminution or shutting off of light, air or view
      by
      any structure which may be hereafter erected (whether or not by Landlord) shall
      in any way affect this Lease, entitle Tenant to any reduction of Rent hereunder
      or result in any liability of Landlord to Tenant.





J.  **Landlord’s
      Knowledge.** As
      used
      in this Lease, the term “Landlord’s Knowledge” or words of similar import shall
      mean the actual current knowledge of Robert W. Kraiss, without the duty of
      further investigation or inquiry with respect to the matter to which such actual
      knowledge pertains; provided, however, in no event shall this Lease give rise
      to
      any personal obligation, liability or duty on the part of Robert W. Kraiss,
      or
      any other trustee, officer, director, agent, representative or employee of
      Landlord. Robert W. Kraiss shall not be charged with constructive or inquiry
      notice or knowledge, or imputed knowledge of any agents, contractors, or
      employees.





**[SIGNATURE
      PAGE FOLLOWS]**





-
          Page 25
          of 32 -


IN
      WITNESS WHEREOF, Landlord and Tenant have executed and delivered this Lease
      as
      of the date first above written.





**LANDLORD:**





ADAPTEC,
      INC.,


A
      Delaware corporation





By:
      _______________________________________


Robert
      W.
      Kraiss




Title:
      Director of Corporate Facilities and Real Estate













**TENANT:**





TECHNOCONCEPTS ,
      INC.,


A
      Nevada
      corporation








By:
      _______________________________________




Name: Michael Handelman _________________




Title: Chief Financial Officer _______________








-
          Page 26
          of 32 -








EXHIBIT
      A





FLOOR
      PLAN OF THE BUILDING AND PREMISES





[to
      be
      attached]

















EXHIBIT
      B





TENANT
      IMPROVEMENTS SPACE PLAN/FURNITURE LAYOUT





FOR
      THE
      PREMISES





[To
      Be
      Attached.]














EXHIBIT
      C





COMMENCEMENT
      DATE MEMORANDUM


Landlord:
              ADAPTEC,
                  INC., a Delaware corporationTenant:
              TECHNOCONCEPTS,
                  INC.,a
                  ____________ corporationPremises:
              673
                  South Milpitas Blvd. (Building 1), Suite 100, Milpitas,
                  California





For
      the
      Lease Agreement dated November
      13 ,
      2006,
      the undersigned hereby certifies:








I.
            That
                the undersigned Tenant occupies the above-described Premises consisting
                of
                approximately 6,709 square feet of leasable
                area.





II.
            That
                the initial Lease Term commenced on_________________and will terminate on_________________.





III.
            That
                Tenant's obligation to pay Basic Rent in the amount of_________________commenced on_________________





IV.
            That
                a security deposit of_________________has been paid by Tenant to
                Landlord.





V.
            That
                all tenant improvements to be constructed by Landlord are complete
                and
                have been accepted by Tenant, except as follows:
                __________________________________________.





Dated
      as
      of  .




**LANDLORD:**
              
              **TENANT:**Adaptec,
                  Inc.,
              
              TECHNOCONCEPTS,
                  INC.,a
                  Delaware corporation
              
              a
                  Nevada corporationBy:
                  _________________________________
              
              By:
                  _________________________________Robert
                  W. Kraiss, Director of CorporateFacilities
                  and Real Estate
              
              Name:
                  ______________________________Title:
                  ________________________________Date:
                  ____________________
              
              Date:
                  ___________________By:
                  ______________________________________Name:___________________________________Title:
                  ____________________________________





**DO
      NOT EXECUTE UNTIL THE EXACT COMMENCEMENT DATE**


**HAS
      BEEN ESTABLISHED PURSUANT TO PARAGRAPH 5 OF THE LEASE.**




EXHIBIT
      C
      - COMMENCEMENT DATE MEMORANDUM





EXHIBIT
      D





RULES
      AND
      REGULATIONS





1.  No
      sign,
      placard, picture, advertisement, name or notice shall be inscribed, displayed,
      or printed or affixed on or to any part of the outside or inside common area
      of
      the Building without the written consent of Landlord first had and obtained
      and
      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.





2.  All
      approved signs or lettering on doors shall be printed, painted, affixed or
      inscribed at the expense of Tenant by a person approved of by
      Landlord.





3.  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, provided, however, that Landlord may furnish and install a Building
      standard window covering at all exterior windows. Tenant shall not without
      prior
      written consent of Landlord cause or otherwise sunscreen any
      window.





4.  The
      sidewalks, halls, passages, exits, entrances, elevators and stairways shall
      not
      be obstructed by any of the tenants or used by them for any purpose other than
      for ingress and egress from their respective premises.





5.  Tenant
      shall not alter any lock or install any new or additional locks outside tenant
      suite or any bolts on any doors or windows of the Premises.





6.  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
      Tenant who, or whose employees or invitees shall have caused it.





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





8.  Landlord
      shall have the right to control and operate the public portions of the Building,
      and the public facilities, and heating and air conditioning, as well as
      facilities furnished for the common use of the tenants, in such manner as it
      deems best for the benefit of the tenants generally.





9.  Landlord
      shall clean the Premises as provided in the Lease, and except with the written
      consent of Landlord, no person or persons other than those approved by Landlord
      will be permitted to enter the Building for such purposes. Tenant shall not
      cause unnecessary labor by reason of Tenant’s carelessness and indifference in
      the preservation of good order and cleanliness. All cardboard boxes must be
      “broken down”, and all styrofoam chips must be bagged or otherwise contained so
      as not to constitute a nuisance. Landlord shall have no responsibility
      whatsoever for the theft of or damage to any property of Tenant or its employees
      resulting from any acts or omissions of janitorial personnel, and Tenant hereby
      waives any and all claims against Landlord therefor.





10.  Landlord
      shall not be responsible to Tenant or to any other person for the violation
      of
      these or other rules and regulations by any other tenant or other person. Tenant
      shall be deemed to have read these Rules and Regulations and to have agreed
      to
      abide by them as a condition precedent, waivable only by Landlord, to Tenant’s
      occupancy of the Premises.





11.  Business
      machines and mechanical equipment belonging to Tenant which cause noise or
      vibration that may be transmitted to the structure of the Building, to such
      a
      degree as to be reasonably objectionable to Landlord or other tenants, shall
      be
      placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators
      or in noise-dampening housing or other devices sufficient to eliminate noise
      or
      vibration.





12.  All
      goods, including material used to store goods, delivered to the Premises of
      Tenant shall be immediately moved into the Premises and shall not be left in
      parking or receiving areas overnight.





13.  Except
      to
      the extent (if any) that trash removal is provided by Landlord as part of Common
      Area maintenance services, Tenant is responsible for the storage and removal
      of
      all trash and refuse. All such trash and refuse shall be contained in suitable
      receptacles at locations approved by Landlord.





14.  Tenant
      shall not store or permit the storage or placement of goods or merchandise
      in or
      around the common areas surrounding the Premises. No displays or sales of
      merchandise shall be allowed in the parking lots or other common
      areas.





Exhibit
            D
            - Page 1
 RULES & REGULATIONS


15.  Tenant
      shall not permit any animals, including but not limited to, any household pets,
      to be brought or kept in or about the Premises, the Building, the Complex or
      any
      of the Common Areas, except for seeing-eye animals.





16. Tenant
      shall not obstruct sidewalks, entrances, passages, corridors, vestibules, halls,
      or stairways in and about the Complex which are used in common with other
      tenants, and which are not a part of the Premises of Tenant. Tenant shall not
      place objects against glass partitions or doors or windows which would be
      unsightly from the Building corridors or from the exterior of the Complex and
      will promptly remove any such objects upon notice from Landlord.





17.  Tenant
      shall not waste electricity, water or air conditioning furnished by Landlord,
      if
      any, and shall cooperate fully with Landlord to insure the most effective
      operation of the Project’s heating and air conditioning systems consistent with
      Tenant’s business operations as permitted by the Lease.





18.  Tenant
      assumes full responsibility for protecting its space from theft, robbery and
      pilferage, which includes keeping doors locked and other means of entry to
      the
      Premises closed and secured after normal business hours.





19.  The
      Premises shall not be used for cooking (as opposed to heating of food), lodging,
      sleeping or for any immoral or illegal purpose.





20.  Tenant
      shall observe faithfully and comply strictly with the foregoing rules and
      regulations and such other and further appropriately reasonable rules and
      regulations as Landlord or Landlord’s agent may from time to time adopt;
      provided, however, that in the event of any inconsistency or conflict between
      the rules and regulations and provisions of the Lease, the latter shall control.
      Reasonable notice of any additional rules and regulations shall be given in
      such
      manner as Landlord may reasonably elect.





21.  No
      electric circuits for any purpose shall be brought into the Premises without
      Landlord’s written permission specifying the manner in which same may be done.
      Tenant shall not overload any utilities serving the Premises.





22.  Wherever
      in these Rules and Regulations the word “Tenant” occurs, it is understood and
      agreed that it shall mean Tenant’s associates, employees, contractors, agents,
      subtenants, and licensees. Wherever the word “Landlord” occurs, it is understood
      and agreed that it shall mean Landlord’s assigns, employees, contractors, and
      agents.





23.  Tenant
      shall, when using the common parking facilities in and around the Complex,
      observe and obey all signs regarding fire lanes and no parking zones, and when
      parking shall always park between the designated lines. Landlord reserves the
      right to tow away, at the expense of the owner, any vehicle which is improperly
      parked or parked in a no parking zone. All vehicles shall be parked at the
      sole
      risk of the owner, and Landlord assumes no responsibility for any damage to
      or
      loss of vehicles.





24.  In
      case
      of invasion, mob, riot, public excitement, or other commotion, Landlord reserves
      the right to prevent access to the Complex during the continuance of the same
      by
      closing the doors or otherwise, for the safety of the tenants or the protection
      of the Project and the property therein. Landlord shall in no case be liable
      for
      damages for any error or other action taken with regard to the admission to
      or
      exclusion from the Complex of any person.





Exhibit
            D
            - Page 2
 RULES & REGULATIONS





EXHIBIT
      E





SITE
      PLAN
      OF THE COMPLEX
















































Landlord's
      Initials:


Tenant's
      Initials: _____