Exhibit
      10.24




***STANDARD
        OFFICE LEASE***
  1.
                ***Basic
                    Lease Provisions***.1.1
                ***Date***:
                November
                    7, 20071.2
                ***Landlord***:
                The
                    Realty Associates Fund VII, L.P.,
                  a
                    Delaware limited partnership1.3
                ***Tenant***:
                Puredepth,
                    Inc., a Delaware corporation1.4
                ***Building
                    Address***:
                3
                    Twin Dolphin Drive, Redwood City, California 940651.5
                ***Suite
                    Number(s)***:
                3501.6
                ***Rentable
                    Area of Premises***:
                4,626(in
                    square feet)1.7
                ***Load
                    Factor Percentage***:
                15.5%1.8
                ***Use***:
                General
                    office1.9
                ***Term***:
                Four
                    (4) years1.10
                ***Estimated
                    Commencement Date***:
                (TBD:
                    at substantial completion of tenant improvements)1.11
                ***Monthly
                    Base Rent***:
                Commencement
                    Date through12th
                    full
                    calendar month: $12,952.80;13th
                    through
                    24th
                    month: $13,341.38;25th
                    through
                    36th
                    month:$13,741.63;
                    and37th
                    through
                    48th
                    month: $14,153.87.1.12
                ***Base
                    Rent Paid Upon Execution***:
                $12,952.80***Applied
                    To***:
                Third
                    full calendar month of initial term of Lease(insert
                    month(s))1.13
                ***Security
                    Deposit***:
                $40,000.00
                    (See Addendum)1.14
                ***Tenant's
                    Share***:
                See
                    Section 4.2(a)1.15
                ***Base
                    Year***:
                20081.16
                ***Business
                    Hours***:
                8:00
                    a.m. through 6:00 p.m. Monday through Friday and
                  8:00
                    a.m. through 1:00 p.m. on Saturday, excluding Holidays1.17
                ***Non-Business
                    Hours HVAC Charge***:
                $50.00
                    per hour per HVAC zone1.18
                ***Number
                    of Parking Spaces***:***Reserved***:
                0***Unreserved***:
                141.19
                ***Initial
                    Monthly Parking Rates Per Vehicle***:***Reserved***:
                N/A***Unreserved***:
                $01.20
                ***Real
                    Estate Broker***:***Landlord***:
                Cornish
                    & Carey Commercial***Tenant***:
                Jones
                    Lang LaSalle (Steve Levere and Chad
                    Hutchinson)
 
 
 1.21
                ***Exhibits
                    Attached to Lease***:
                Exhibit
                    A - "Premises"; Exhibit B – "Verification Letter";
                  Exhibit
                    C -"Rules and Regulations";Exhibit
                    D – “Work
                  Letter
                    Agreement”;  Exhibit E – “Addendum to Lease”1.22
                ***Addresses
                    for Notices***:***Landlord***:
                The
                    Realty Associates Fund VII, L.P.
                  c/o
                    TA Associates Realty
                  1301
                    Dove Street, Suite 860
                  Newport
                    Beach, California 92660
                  Attention:  Asset
                    Manager/Shores Center
                  
                  and
                  
                  The
                    Realty Associates Fund VII, L.P.
                  c/o
                    TA Associates Realty
                  28
                    State Street, Tenth Floor
                  Boston,
                    Massachusetts 02109
                  Attention:  Asset
                    Manager/ Shores Center***With
                    a Copy to***:
                CB
                    Commercial Real Estate, Inc.
                  3
                    Twin Dolphin Drive, Suite 195
                  Redwood
                    City, California 94065
                  Attention:  Property
                    Manager/Shores Center***Tenant***:
                Puredepth,
                    Inc.
                  ________________________
                  ________________________
  1.23           ***Interpretation***.  The
        Basic Lease Provisions shall be interpreted in conjunction with all of the
        other
        terms and conditions of this Lease.  Other terms and conditions of
        this Lease modify and expand on the Basic Lease Provisions.  If there
        is a conflict between the Basic Lease Provisions and the other terms and
        conditions of this Lease, the other terms and conditions shall
        control.
 
 2.           ***Premises***.
 
 2.1           ***Lease
        of Premises and Definition of Project***.  The
        "**Premises**" shall mean the area shown on Exhibit "A" to this
        Lease.  Landlord hereby leases to Tenant, and Tenant hereby leases
        from Landlord, upon all of the conditions set forth herein the Premises,
        together with certain rights to the Common Areas as hereinafter
        specified.  The Premises shall not include an easement for light, air
        or view.  The building of which the Premises is a part (the
        "**Building**"), the Common Areas (as defined below), the land upon
        which the same are located, along with all other buildings and improvements
        designated by Landlord, including all parking facilities, are herein
        collectively referred to as the "**Project**."
 
 2.2           ***Calculation
        of Size of Building and Premises***.  The number of
        rentable square feet included within the Building(s) has been calculated
        in
        accordance with the methods of measuring rentable square feet, as that method
        is
        described in the American National Institute Publication ANSI Z65.1-1996,
        as
        promulgated by the Building Owners and Managers Association (the "**BOMA
        Standard**").  The number of rentable square feet in the
        Premises has been calculated by measuring the number of usable square feet
        within the Premises calculated in accordance with the BOMA Standard and
        increasing the number of usable square feet by the Load Factor Percentage
        (as
        defined in Section 1.7).  If the rentable square feet in the Premises
        changes after this Lease is executed by Landlord and Tenant, the Base Rent
        and
        any advance rent shall be adjusted by multiplying the new number of rentable
        square feet in the Premises by the per square foot rental obtained by dividing
        the Base Rent initially set forth in Section 1.11 by the number of rentable
        square feet initially set forth in Section 1.6.  If the number of
        rentable square feet in the Premises is changed, Tenant's Share shall be
        adjusted as provided in Section 4.2(a).
 
 2.3           ***Common
        Areas-Defined***. The term "**Common Areas**" is defined
        as all areas and facilities outside the Premises and within the exterior
        boundary line of the Project that are designated by Landlord from time to
        time
        for the general non-exclusive use of Landlord, Tenant and the other tenants
        of
        the Project and their respective employees, suppliers, customers and invitees,
        including, but not limited to, common entrances, lobbies, corridors, stairwells,
        public restrooms, elevators, parking areas, loading and unloading areas,
        roadways and sidewalks.  Landlord may also designate other land and
        improvements outside the boundaries of the Project to be a part of the Common
        Areas, provided that such other land and improvements have a reasonable and
        functional relationship to the Project.
 
 2
 2.4           ***Landlord’s
        Representations and Warranties***. Landlord represents and warrants
        to Tenant that to Landlord's knowledge, the HVAC, plumbing, mechanical and
        electrical facilities and installations servicing the Premises are in good
        working condition, and that the Premises does not include building materials
        containing asbestos that might create a health hazard.  In the event
        that it is determined that the foregoing representation and warranty is untrue,
        Landlord shall not be in default under this Lease if after Landlord receives
        written notice from Tenant describing how the untrue representation or warranty
        is untrue, Landlord promptly takes the actions  necessary to remedy
        the breach of the representation or warranty.  The foregoing
        representation and warranty is made as of the date set forth in Section 1.1
        and
        shall not apply to any point in time thereafter.  For purposes of this
        Lease, Landlord's knowledge shall mean the actual knowledge of Scott Amling
        on
        the date of this Lease without duty of investigation.
 
 3.           ***Term***.
 
 3.1           ***Term
        and Commencement Date***. The term and Commencement Date of this
        Lease are as specified in Sections 1.9 and 1.10.  The
        Commencement Date set forth in Section 1.10 is an estimated Commencement
        Date.  Subject to the limitations contained in Section 3.3 below,
        the actual Commencement Date shall be the date possession of the Premises
        is
        tendered to Tenant in accordance with Section 3.4 below; provided, however,
        that the Commencement Date shall not occur prior to the date set forth in
        Section 1.10.  If the actual Commencement Date does not occur on the
        first day of a calendar month, the term of this Lease shall be extended by
        the
        number of days between the actual Commencement Date and the first day of
        the
        next calendar month, it being the intention of Landlord and Tenant that the
        term
        of the Lease end on the last day of a calendar month.  When the actual
        Commencement Date is established by Landlord, Tenant shall, within five (5)
        days
        after Landlord's request, complete and execute the letter attached hereto
        as
        Exhibit "B" and deliver it to Landlord.  Tenant's failure to execute
        the letter attached hereto as Exhibit "B" within said five (5) day period
        shall
        be a default hereunder and shall constitute Tenant's acknowledgment of the
        truth
        of the facts contained in the letter delivered by Landlord to
        Tenant.
 
 3.2           ***Delay
        in Possession***. Notwithstanding the estimated Commencement Date
        specified in Section 1.10, if for any reason Landlord cannot deliver
        possession of the Premises to Tenant on said date or any other date, Landlord
        shall not be subject to any liability therefor, nor shall such failure affect
        the validity of this Lease or the obligations of Tenant hereunder; provided,
        however, in such a case, Tenant shall not be obligated to pay rent or perform
        any other obligation of Tenant under this Lease, except as may be otherwise
        provided in this Lease, until possession of the Premises is tendered to Tenant,
        as defined in Section 3.4.  If Landlord shall not have tendered
        possession of the Premises to Tenant within ninety (90) days following the
        estimated Commencement Date specified in Section 1.10, as the same may be
        adjusted in accordance with this Section 3.2 or Section 3.3 or in
        accordance with the terms of any work letter agreement attached to this Lease,
        Tenant may, at Tenant's option, by notice in writing to Landlord within ten
        (10)
        days after the expiration of the ninety (90) day period, terminate this
        Lease.  If Tenant terminates this Lease as provided in the preceding
        sentence, the parties shall be discharged from all obligations hereunder,
        except
        that Landlord shall return any money previously deposited with Landlord by
        Tenant; and provided further, that if such written notice by Tenant is not
        received by Landlord within said ten (10) day period, Tenant shall not have
        the
        right to terminate this Lease as provided above unless Landlord fails to
        tender
        possession of the Premises to Tenant within one hundred seventy (170) days
        following the estimated Commencement Date specified in Section 1.10, as the
        same may be adjusted in accordance with this Section 3.2 or Section 3.3 or
        in accordance with the terms of any work letter agreement attached to this
        Lease.  If Landlord is unable to deliver possession of the Premises to
        Tenant on the estimated Commencement Date specified in Section 1.10, as the
        same
        may be adjusted in accordance with this Section 3.2 or Section 3.3 or in
        accordance with the terms of any work letter agreement attached to this Lease,
        due to a Force Majeure Event (as defined below), such Commencement Date shall
        be
        extended by the period of the delay caused by the Force Majeure
        Event.  A “**Force Majeure Event**” shall mean fire,
        earthquake, weather delays or other acts of God, strikes, boycotts, war,
        riot,
        insurrection, embargoes, shortages of equipment, labor or materials, delays
        in
        issuance of governmental permits or approvals, or any other cause beyond
        the
        reasonable control of Landlord.
 
 3.3           ***Delays
        Caused by Tenant***. There shall be no abatement of rent, and the
        ninety (90) day period and the one hundred seventy (170) day period specified
        in
        Section 3.2 shall be deemed extended, to the extent of any delays caused by
        acts or omissions of Tenant, Tenant's agents, employees and contractors,
        or for
        Tenant delays as defined in any work letter agreement attached to this Lease,
        if
        any (hereinafter "**Tenant Delays**").  Tenant shall pay
        to Landlord an amount equal to one thirtieth (1/30th) of the Base Rent due
        for
        the first full calendar month of the Lease term for each day of Tenant
        Delay.  For purposes of the foregoing calculation, the Base Rent
        payable for the first full calendar month of the term of this Lease shall
        not be
        reduced by any abated rent, conditionally waived rent, free rent or similar
        rental concessions, if any.  Landlord and Tenant agree that the
        foregoing payment constitutes a fair and reasonable estimate of the damages
        Landlord will incur as the result of a Tenant Delay.  Within thirty
        (30) days after Landlord tenders possession of the Premises to Tenant, Landlord
        shall notify Tenant of Landlord's reasonable estimate of the date Landlord
        could
        have delivered possession of the Premises to Tenant but for the Tenant
        Delays.  After delivery of said notice, Tenant shall immediately pay
        to Landlord the amount described above for the period of Tenant
        Delay.
 
 3.4           ***Tender
        of Possession***. Possession of the Premises shall be deemed tendered
        to Tenant when Landlord's architect or agent has determined that (a) the
        improvements to be provided by Landlord pursuant to a work letter agreement,
        if
        any, are substantially completed, and, if necessary, have been approved by
        the
        appropriate governmental entity, (b) the Project utilities are ready for
        use in
        the Premises, (c) Tenant has reasonable access to the Premises, and (d) three
        (3) days shall have expired following advance written notice to Tenant of
        the
        occurrence of the matters described in (a), (b) and (c) above of this
        Section 3.4.  If improvements to the Premises are constructed by
        Landlord, the improvements shall be deemed "substantially" completed when
        the
        improvements have been completed except for minor items or defects which
        can be
        completed or remedied after Tenant occupies the Premises without causing
        substantial interference with Tenant's use of the Premises.  Within
        fifteen (15) days after Landlord tenders possession of the Premises to Tenant,
        Landlord and Tenant shall inspect the Premises to determine if there are
        any
        minor items or defects in the Improvements.  Landlord shall use its
        commercially reasonable efforts to remedy any such items and defects within
        thirty (30) days after the date of the inspection.
 
 3
 3.5           ***Early
        Possession***. If Tenant occupies the Premises prior to the
        Commencement Date, such occupancy shall be subject to all provisions of this
        Lease, such occupancy shall not change the termination date, and, except
        as
        provided below, Tenant shall pay Base Rent and all other charges provided
        for in
        this Lease during the period of such occupancy.  Provided that Tenant
        does not interfere with or delay the completion by Landlord or its agents
        or
        contractors of the construction of any tenant improvements, Tenant shall
        have
        the right to enter the Premises up to thirty (30) days prior to the anticipated
        Commencement Date for the sole purpose of installing furniture, trade fixtures,
        equipment, and similar items, and Tenant shall have no obligation to begin
        paying Base Rent or other charges based solely on its installation of these
        items.  Tenant shall be liable for any damages or delays caused by
        Tenant's activities at the Premises.  Prior to entering the Premises
        Tenant shall obtain all insurance it is required to obtain by the Lease and
        shall provide certificates of said insurance to Landlord.  Tenant
        shall coordinate such entry with Landlord's building manager, and such entry
        shall be made in compliance with all terms and conditions of this Lease and
        the
        Rules and Regulations attached hereto.
 
 4.           ***Rent***.
 
 4.1           ***Base
        Rent***. Tenant shall pay to Landlord the Base Rent for the Premises
        set forth in Section 1.11, without offset, demand or deduction on or before
        the first day of each calendar month.  At the time Tenant executes
        this Lease it shall pay to Landlord the advance Base Rent described in
        Section 1.12.  Base Rent for any period during the term hereof
        which is for less than one month shall be prorated based upon the actual
        number
        of days of the calendar month involved.  Base Rent and all other
        amounts payable to Landlord hereunder shall be payable to Landlord in lawful
        money of the United States, and Tenant shall be responsible for delivering
        said
        amounts to Landlord at the address stated herein or to such other persons
        or to
        such other places as Landlord may designate in writing.
 
 4.2           ***Operating
        Expense Increases***. Tenant shall pay to Landlord during the term
        hereof, in addition to the Base Rent, Tenant's Share of the amount by which
        all
        Operating Expenses for each Comparison Year exceeds the amount of all Operating
        Expenses for the Base Year.  If less than 95% of the rentable square
        feet in the Project is occupied by tenants or Landlord is not supplying services
        to 95% of the rentable square feet of the Project at any time during any
        calendar year (including the Base Year), Operating Expenses for such calendar
        year shall be an amount equal to the Operating Expenses which would normally
        be
        expected to be incurred had 95% of the Project's rentable square feet been
        occupied and had Landlord been supplying services to 95% of the Project's
        rentable square feet throughout such calendar year. Base Year Operating Expenses
        shall not include market-wide labor-rate increases due to extraordinary
        circumstances, including, but not
        limited to, boycotts and strikes, and utility rate increases due to
        extraordinary circumstances including, but not limited to, conservation
        surcharges, boycotts, embargoes or other shortages, or amortized costs relating
        to capital improvements. Tenant's Share of Operating Expense increases shall
        be
        determined in accordance with the following provisions:
 
 (a)           Notwithstanding
        anything to the contrary contained in Section 1.14, Landlord shall have the
        right to determine Tenant's Share of the cost of Operating Expenses using
        any
        one of the following methods or any combination of the following methods,
        and
        Tenant hereby agrees that the following methods of allocation are reasonable:
        (i) by multiplying the cost of all Operating Expenses by a fraction, the
        numerator of which is the number of square feet of rentable space in the
        Premises and the denominator of which is the number of square feet of rentable
        space in all buildings in the Project; or (ii) with respect to an Operating
        Expense attributable solely to the Building in which the Premises is located,
        requiring Tenant to pay that portion of the cost of the Operating Expense
        that
        is obtained by multiplying such cost by a fraction, the numerator of which
        is
        the number of square feet of rentable space in the Premises and the denominator
        of which is the number of square feet of rentable space in the Building in
        which
        the Premises is located or (iii) by allocating an Operating Expense in any
        other
        reasonable manner, as determined by Landlord.
 
 (b)           "**Comparison
        Year**" is defined as each calendar year during the term of this Lease
        after the Base Year.  Tenant's Share of the Operating Expense
        increases for the last Comparison Year of the Lease Term shall be prorated
        according to that portion of such Comparison Year as to which Tenant is
        responsible for a share of such increase.
 
 4
 (c)           Subject
        to the limitations set forth in (d) below, "**Operating Expenses**"
        shall include all costs, expenses and fees incurred by Landlord in connection
        with or attributable to the Project, including but not limited to, the following
        items: (i) all costs, expenses and fees associated with or attributable to
        the
        ownership, management, operation, repair, maintenance, improvement, alteration
        and replacement of the Project, or any part thereof, including but not limited
        to, the following: (A) all surfaces, coverings, decorative items, carpets,
        drapes, window coverings, parking areas, loading and unloading areas, trash
        areas, roadways, sidewalks, stairways, walls, structural elements, landscaped
        areas, striping, bumpers, irrigation systems, lighting facilities, building
        exteriors and roofs, fences and gates; (B) all heating, ventilating and air
        conditioning equipment ("**HVAC**"), plumbing, mechanical, and
        electrical systems, life safety systems and equipment, telecommunication
        equipment, elevators, escalators, tenant directories, fire detection systems
        including sprinkler system maintenance and repair; (ii) the cost of trash
        disposal, janitorial services and security services and
        systems;  (iii) the cost of all insurance purchased by Landlord and
        enumerated in Section 8 of this Lease, including any deductibles; (iv) the
        cost of water, sewer, gas, electricity, and other utilities available at
        the
        Project and paid by Landlord; (v) the cost of labor, salaries and applicable
        fringe benefits incurred by Landlord; (vi) the cost of materials, supplies
        and
        tools used in managing, maintaining and/or cleaning the Project; (vii) the
        cost
        of accounting fees, management fees, legal fees and consulting fees attributable
        to the ownership, operation, management, maintenance and repair of the Project
        plus the cost of any space occupied by the property manager and leasing agent
        (if Landlord is the property manager, Landlord shall be entitled to receive
        a
        fair market management fee); (viii) the cost of operating, replacing, modifying
        and/or adding improvements or equipment mandated by any law, statute, regulation
        or directive of any governmental agency and any repairs or removals necessitated
        thereby (including, but not limited to, the cost of complying with the Americans
        With Disabilities Act and regulations of the Occupational Safety and Health
        Administration); (ix) payments made by Landlord under any easement, license,
        operating agreement, declaration, restrictive covenant, or instrument pertaining
        to the payment or sharing of costs among property owners; (x) any business
        property taxes or personal property taxes imposed upon the fixtures, machinery,
        equipment, furniture and personal property used in connection with the operation
        of the Project; (xi) the cost of all business licenses, any gross receipt
        taxes
        based on rental income or other payments received by Landlord, commercial
        rental
        taxes or any similar taxes or fees; (xii) transportation taxes, fees or
        assessments, including but not limited to, mass transportation fees, metrorail
        fees, trip fees, regional and transportation district fees, (xiii) all costs
        and
        expenses associated with or related to the implementation by Landlord of
        any
        transportation demand management program or similar program; (xiv) fees assessed
        by any air quality management district or other governmental or
        quasi-governmental entity regulating pollution; (xv) the cost of installing
        intrabuilding network cabling ("**INC**") and maintaining,
        repairing, securing and replacing existing INC; and  (xvi) the cost of
        any other service provided by Landlord or any cost that is elsewhere stated
        in
        this Lease to be an "Operating Expense."  Real Property Taxes shall be
        paid in accordance with Section 10 below and shall not be included in
        Operating Expenses.  Landlord shall have the right but not the
        obligation, from time to time, to equitably allocate some or all of the
        Operating Expenses among different tenants of the Project or among the different
        buildings which comprise the Project (the "**Cost
        Pools**").  Such Cost Pools may include, but shall not be
        limited to, the office space tenants of the Project and the retail space
        tenants
        of the Project.
 
 (d)           Notwithstanding anything
        to the contrary contained in the Lease, Operating Expenses shall be defined
        so
        as to exclude the following: (i) all costs associated with defending any
        lawsuits with any mortgagee or tenant and costs of selling, syndicating,
        financing, mortgaging or hypothecating any of the Landlord's interest in
        the
        Building; (ii) all costs (including permit, license and inspection fees)
        incurred in order to construct tenant improvements in space to be occupied
        exclusively by tenants or in renovating or redecorating vacant space which
        is
        intended for the exclusive occupancy by tenants in the future, including
        the
        cost of alterations or improvements to the Premises; (iii) leasing commissions
        and attorney fees incurred in connection with leasing space in the Project
        to
        tenants; (iv) reserves for equipment or capital replacement; (v) depreciation
        and amortization of the Building; (vi) interest on debt or amortization payments
        on any mortgages or deeds of trust or any other debt instrument encumbering
        the
        Building; (vii) bad debt loss, rent loss, or reserves for bad debt or rent
        loss;
        (viii) costs of services, supplies or other materials provided by Landlord
        or
        its affiliates to the extent that the cost of such services, supplies or
        materials exceeds the fair market value of such services, supplies or materials;
        (ix) advertising and promotional costs; (x) Landlord's income taxes, inheritance
        taxes and estate taxes; (xi) the cost of repairs or other work undertaken
        by
        reason of fire, windstorm or other casualty to the extent that Landlord actually
        receives reimbursement for such costs from insurance proceeds (except that
        insurance deductibles shall be included in Operating Expenses); (xii) costs
        of
        repair or replacement for any item covered by a warranty if the cost of repair
        is actually reimbursed to Landlord by the entity providing the warranty;
        (xiii)
        costs for which Landlord actually receives reimbursement by its insurance
        carrier or by any tenant's insurance carrier; (xiv) fines, penalties or interest
        resulting from the gross negligence or willful misconduct of the Landlord;
        (xv)
        rental payments and any related costs pursuant to any ground lease of land
        underlying all or any portion of the Building; (xvi) costs, fees, dues,
        contributions or similar expenses for political or charitable organizations
        (Operating Expenses may include the cost of fees and dues of industry
        associations) and (xvii) costs of items considered capital replacements or
        improvements under generally accepted accounting principles consistently
        applied, except for (1) the annual amortized cost incurred by Landlord after
        the
        Commencement Date for any capital improvements installed or paid for by Landlord
        and required by any new (or change in) laws, rules or regulations of any
        governmental or quasi governmental authority which are enacted or first enforced
        after the Commencement Date; (2) the annual amortized cost of any equipment,
        device or capital improvement purchased or incurred as a labor saving measure
        or
        to affect other economics in the operation or maintenance of the Building
        and/or
        Project; or (3) during each Comparison Year, the unamortized cost of minor
        capital improvements, tools or expenditures incurred in that year to the
        extent
        each item costs less than $25,000.  If, in any calendar year following
        the Base Year, (a “**Subsequent Year**”), a new type of expense
        item (e.g. earthquake insurance) is included in Operating Expenses which
        was not
        included in the Base Year Operating Expenses, then the cost of such new type
        of
        item shall be added to the Base Year Operating Expenses for purposes of
        determining the Operating Expenses payable under this Lease for such Subsequent
        Year; provided, however, in no event shall any Capital Item ever be included
        in
        the Base Year Operating Expenses.  During each Subsequent Year, the
        same amount shall continue to be included in the computation of Operating
        Expenses for the Base Year, resulting in each such Subsequent Year Operating
        Expenses only including the increase in the cost of such new item over the
        Base
        Year, as so adjusted.  However, if in any Subsequent Year thereafter,
        such new item is not included in Operating Expenses, no such addition shall
        be
        made to Base Year Operating Expenses.  Conversely, as reasonably
        determined by Landlord, when an expense item that was originally included
        in the
        Base Year Operating Expenses is, in any Subsequent Year, no longer included
        in
        Operating Expenses, then the cost of such item shall be deleted from the
        Base
        Year Operating Expenses for purposes of determining the Operating Expenses
        payable under this Lease for such Subsequent Year.  The same amount
        shall continue to be deleted from the Base Year Operating Expenses for each
        Subsequent Year thereafter that the item is not included.
 
 5
 (e)           If
        pursuant to (d) above Landlord is required to amortize a capital improvement,
        the cost shall be amortized over the useful life of the capital improvement,
        as
        reasonably determined by Landlord, together with an interest factor on the
        unamortized cost of such item equal to the lesser of twelve percent (12%)
        per
        annum or the maximum rate of interest permitted by applicable law.
 
 (f)           Tenant's
        Share of Operating Expense increases shall be payable by Tenant within ten
        (10)
        business days after a reasonably detailed statement of actual expenses is
        presented to Tenant by Landlord.  At Landlord's option, however,
        Landlord may, from time to time, estimate what Tenant's Share of Operating
        Expense increases will be, and the same shall be payable by Tenant monthly
        during each Comparison Year of the Lease term, on the same day as the Base
        Rent
        is due hereunder.  In the event that Tenant pays Landlord's estimate
        of Tenant's Share of Operating Expense increases, Landlord shall use
        commercially reasonable efforts to deliver to Tenant within one hundred eighty
        (180) days after the expiration of each Comparison Year a reasonably detailed
        statement (the "**Statement**") showing Tenant's Share of the
        actual Operating Expense increases incurred during such
        year.  Landlord's failure to deliver the Statement to Tenant within
        said period shall not constitute Landlord's waiver of its right to collect
        said
        amounts or otherwise prejudice Landlord's rights hereunder.  If
        Tenant's payments under this Section 4.2(f) during said Comparison Year
        exceed Tenant's Share as indicated on the Statement, Tenant shall be entitled
        to
        credit the amount of such overpayment against Tenant's Share of Operating
        Expense increases next falling due.  If Tenant's payments under this
        Section 4.2(f) during said Comparison Year were less than Tenant's Share as
        indicated on the Statement, Tenant shall pay to Landlord the amount of the
        deficiency within thirty (30) days after delivery by Landlord to Tenant of
        the
        Statement.  Landlord and Tenant shall forthwith adjust between them by
        cash payment any balance determined to exist with respect to that portion
        of the
        last Comparison Year for which Tenant is responsible for Operating Expense
        increases, notwithstanding that the Lease term may have terminated before
        the
        end of such Comparison Year; and this provision shall survive the expiration
        or
        earlier termination of the Lease.
 
 (g)           The
        computation of Tenant's Share of Operating Expense increases is intended
        to
        provide a formula for the sharing of costs by Landlord and Tenant and will
        not
        necessarily result in the reimbursement to Landlord of the exact costs it
        has
        incurred.  Landlord shall not collect or be entitled to collect
        Operating Expenses from all of its tenants in an amount which is in excess
        of
        100% of the Operating Expenses actually paid by Landlord in connection with
        the
        operation of the Project.
 
 (h)           If
        Tenant disputes the amount set forth in the Statement, Tenant shall have
        the
        right, at Tenant's sole expense, not later than sixty (60) days following
        receipt of such Statement, to cause Landlord's books and records with respect
        to
        the calendar year which is the subject of the Statement to be audited by
        a
        certified public accountant mutually acceptable to Landlord and Tenant, and
        Landlord shall provide reasonable cooperation in making relevant materials
        available in conjunction with such audit.  The audit shall take place
        at the offices of Landlord where its books and records are located at a mutually
        convenient time during Landlord's regular business hours.  Tenant's
        Share of Operating Expenses shall be appropriately adjusted based upon the
        results of such audit, and the results of such audit shall be final and binding
        upon Landlord and Tenant.  Tenant shall have no right to conduct an
        audit or to give Landlord notice that it desires to conduct an audit at any
        time
        Tenant is in default under the Lease.  The accountant conducting the
        audit shall be compensated on an hourly basis and shall not be compensated
        based
        upon a percentage of overcharges it discovers.  No subtenant shall
        have any right to conduct an audit, and no assignee shall conduct an audit
        for
        any period during which such assignee was not in possession of the
        Premises.  Tenant's right to undertake an audit with respect to any
        calendar year shall expire sixty (60) days after Tenant's receipt of the
        Statement for such calendar year, and such Statement shall be final and binding
        upon Tenant and shall, as between the parties, be conclusively deemed correct,
        at the end of such sixty (60) day period, unless prior thereto Tenant shall
        have
        given Landlord written notice of its intention to audit Operating Expenses
        for
        the calendar year which is the subject of the Statement.  If Tenant
        gives Landlord notice of its intention to audit Operating Expenses, it must
        commence such audit within sixty (60) days after such notice is delivered
        to
        Landlord, and the audit must be completed within one hundred twenty (120)
        days
        after such notice is delivered to Landlord.  If Tenant does not
        commence and complete the audit within such periods, the Statement which
        Tenant
        elected to audit shall be deemed final and binding upon Tenant and shall,
        as
        between the parties, be conclusively deemed correct.  Tenant agrees
        that the results of any Operating Expense audit shall be kept strictly
        confidential by Tenant and shall not be disclosed to any other person or
        entity.
 
 5.           ***Security
        Deposit***.  Tenant shall deliver to Landlord at the time
        it executes this Lease the security deposit set forth in Section 1.13 as
        security for Tenant's faithful performance of Tenant's obligations
        hereunder.  If Tenant fails to pay Base Rent or other charges due
        hereunder, or otherwise defaults with respect to any provision of this Lease,
        Landlord may use all or any portion of said deposit for the payment of any
        Base
        Rent or other charge due hereunder, to pay any other sum to which Landlord
        may
        become obligated by reason of Tenant's default, or to compensate Landlord
        for
        any loss or damage which Landlord may suffer thereby.  If Landlord so
        uses or applies all or any portion of said deposit, Tenant shall within ten
        (10)
        days after written demand therefor deposit cash with Landlord in an amount
        sufficient to restore said deposit to its full amount.  Landlord shall
        not be required to keep said security deposit separate from its general
        accounts.  If Tenant performs all of Tenant's obligations hereunder,
        said deposit, or so much thereof as has not heretofore been applied by Landlord,
        shall be returned, without payment of interest or other amount for its use,
        to
        Tenant (or, at Landlord's option, to the last assignee, if any, of Tenant's
        interest hereunder) at the expiration of the term hereof, and after Tenant
        has
        vacated the Premises.  No trust relationship is created herein between
        Landlord and Tenant with respect to said security deposit.  Tenant
        acknowledges that the security deposit is not an advance payment of any kind
        or
        a measure of Landlord's damages in the event of Tenant's
        default.  Tenant hereby waives the provisions of any law which is
        inconsistent with this Section 5 including, but not limited to, Section
        1950.7 of the California Civil Code.
 
 6.           ***Use***.
 
 6.1           ***Use***.
        The Premises shall be used and occupied only for the purpose set forth in
        Section 1.8 and for no other purpose. If Section 1.8 gives Tenant the
        right to use the Premises for general office use, by way of example and not
        limitation, general office use shall not include medical office use or any
        similar use, laboratory use, classroom use, an executive suite or similar
        use,
        any use not characterized by applicable zoning and land use restrictions
        as
        general office use, any use which would require Landlord or Tenant to obtain
        a
        conditional use permit or variance from any federal, state or local authority,
        or any other use not compatible, in Landlord's sole judgment, with a first
        class
        office building.  Notwithstanding any permitted use inserted in
        Section 1.8, Tenant shall not use the Premises for any purpose which would
        violate the Project's certificate of occupancy, any conditional use permit
        or
        variance applicable to the Project or violate any covenants, conditions or
        other
        restrictions applicable to the Project.  No exclusive use has been
        granted to Tenant hereunder.
 
 6
 6.2           ***Compliance
        with Law***.
 
 (a)           Landlord
        warrants to Tenant that to Landlord’s actual knowledge the Premises, in the
        state existing as of the date set forth in Section 1.1, but without regard
        to
        alterations or improvements to be made by Tenant or the use for which Tenant
        will occupy the Premises, does not violate any covenants or restrictions
        of
        record, or any applicable building code, regulation or ordinance in effect
        on
        such date.  Landlord’s actual knowledge shall mean and be limited to
        the actual knowledge of the person who is the Building owner’s asset manager
        (not the Building’s property manager) on the date set forth in Section 1.1,
        without duty of investigation, and such asset manager shall have no personal
        liability if such representation or warranty is untrue.  Landlord’s
        representation and warranty that improvements comply with applicable building
        codes, regulations and ordinances shall mean that to Landlord’s actual knowledge
        the improvements complied with the codes, regulations and ordinances in effect
        when the improvements were originally constructed.  If Tenant occupies
        the Premises at the time this Lease is executed, this warranty shall be of
        no
        force or effect.
 
 (b)           Tenant
        shall, at Tenant's sole expense, promptly comply in all material respects
        with
        all applicable laws, ordinances, rules, regulations, orders, certificates
        of
        occupancy, conditional use or other permits, variances, covenants and
        restrictions of record, the recommendations of Landlord's engineers or other
        consultants, and requirements of any fire insurance underwriters, rating
        bureaus
        or government agencies, now in effect or which may hereafter come into effect,
        whether or not they reflect a change in policy from that now existing, during
        the term or any part of the term hereof, relating in any manner to the Premises
        or the occupation and use by Tenant of the Premises (“**Legal
        Requirements**”).  Tenant shall, at Tenant's sole expense,
        comply with all requirements of the Americans With Disabilities Act that
        relate
        to the Premises, and all federal, state and local laws and regulations governing
        occupational safety and health.  Notwithstanding the foregoing, in no
        event shall Tenant be required to make changes required by Legal Requirements
        to
        the Building's electrical, HVAC, plumbing, life safety or similar systems,
        or to
        the structural components of the Premises ("**Landlord Changes**"),
        unless such changes are required due to Tenant’s negligence or misuse of the
        Premises, Tenant's alteration of the Premises or Tenant’s particular use of the
        Premises.  If the changes are required due to Tenant’s negligence or
        misuse of the Premises, Tenant's alteration of the Premises or Tenant’s
        particular use of the Premises, Landlord shall make such changes and Tenant
        shall reimburse Landlord for the reasonable cost thereof.  With
        respect to other Landlord Changes, Landlord shall cause same to be completed,
        and subject to the other limitations contained in this Lease, the cost thereof
        may be included in Operating Expenses.  Tenant shall conduct its
        business and use the Premises in a lawful manner and shall not use or permit
        the
        use of the Premises or the Common Areas in any manner that will tend to create
        dangerous situations, waste or a nuisance or shall tend to disturb other
        occupants of the Project.  Tenant shall obtain, at its sole expense,
        any permit or other governmental authorization required to operate its business
        from the Premises.  Landlord shall not be liable for the failure of
        any other tenant or person to abide by the requirements of this section or
        to otherwise comply with applicable laws and regulations, and Tenant shall
        not
        be excused from the performance of its obligations under this Lease due to
        such
        a failure.
 
 6.3           ***Condition
        of Premises***.  Except as otherwise provided in this
        Lease, Tenant hereby accepts the Premises and the Project in their condition
        existing as of the date this Lease is executed by Landlord and Tenant, subject
        to all applicable federal, state and local laws, ordinances, regulations
        and
        permits governing the use of the Premises, the Project's certificate of
        occupancy, any applicable conditional use permits or variances, and any
        easements, covenants or restrictions affecting the use of the Premises or
        the
        Project.  Tenant acknowledges that it has satisfied itself by its own
        independent investigation that the Premises and the Project are suitable
        for its
        intended use and that its use is permitted by applicable laws and regulations,
        and that neither Landlord nor Landlord's agents has made any representation
        or
        warranty as to the present or future suitability of the Premises, or the
        Project
        for the conduct of Tenant's business.
 
 7.           ***Maintenance,
        Repairs and Alterations***.
 
 7.1           ***Landlord's
        Obligations***. Landlord shall keep the Project (excluding the
        interior of the Premises and space leased to other occupants of the Project)
        in
        good condition and repair.  If plumbing pipes, electrical wiring, HVAC
        ducts or vents within the Premises are in need of repair, Tenant shall
        immediately notify Landlord, and Landlord shall cause the repairs to be
        completed within a reasonable time, and Tenant shall immediately pay the
        entire
        cost of the repairs to Landlord if such repairs are necessitated by Tenant’s
        negligence or misuse.  Except as provided in Section 9.3, there
        shall be no abatement of rent or liability to Tenant on account of any injury
        or
        interference with Tenant's business with respect to any improvements,
        alterations or repairs made by Landlord to the Project or any part
        thereof.  Tenant expressly waives the benefits of any statute now or
        hereafter in effect which would otherwise afford Tenant the right to make
        repairs at Landlord's expense or to terminate this Lease because of Landlord's
        failure to keep the Project in good order, condition and repair.
 
 7.2           ***Tenant's
        Obligations***.
 
 7
 (a)           Subject
        to the requirements of Section 7.3, Tenant shall be responsible for keeping
        the Premises in good condition and repair, at Tenant's sole
        expense.  By way of example, and not limitation, Tenant shall be
        responsible, at Tenant's sole expense, for repairing and/or replacing, carpet,
        marble, tile or other flooring, paint, wall coverings, corridor and interior
        doors and door hardware, telephone and computer equipment, interior glass,
        window treatments, ceiling tiles, shelving, cabinets, millwork and other
        tenant
        improvements.  In addition, Tenant shall be responsible for the
        installation, maintenance and repair of all telephone, computer and related
        cabling from the telephone terminal room on the floor on which the Premises
        is
        located to and throughout the Premises, and Tenant shall be responsible for
        any
        loss, cost, damage, liability and expense (including attorneys' fees) arising
        out of or related to the installation, maintenance, repair and replacement
        of
        such cabling.  If Tenant fails to keep the Premises in good condition
        and repair, Landlord may, but shall not be obligated to, make any necessary
        repairs.  If Landlord makes such repairs, Landlord may bill Tenant for
        the cost of the repairs as additional rent, and said additional rent shall
        be
        payable by Tenant within ten (10) days.
 
 (b)           On
        the last day of the term hereof, or on any sooner termination, Tenant shall
        surrender the Premises to Landlord in the same condition as received, ordinary
        wear and tear and casualty damage excepted, clean and free of debris and
        Tenant's personal property.  Tenant shall repair any damage to the
        Premises occasioned by the installation or removal of Tenant's trade fixtures,
        furnishings and equipment.  Tenant shall leave the electrical
        distribution systems, plumbing systems, lighting fixtures, HVAC ducts and
        vents,
        window treatments, wall coverings, carpets and other floor coverings, doors
        and
        door hardware, millwork, ceilings and other tenant improvements at the Premises
        and in good condition, ordinary wear and tear excepted.  Landlord
        shall have the right (i) to require Tenant to remove any telecommunications
        or
        other cabling installed by Tenant in the Premises as part of the original
        tenant
        improvements (whether constructed by Landlord or Tenant) or at later times
        during the term of the Lease (collectively, “**Cabling**”) or (ii)
        to leave all or part of the Cabling and, in this event, Tenant shall label
        the
        cabling it leaves so that Landlord can determine the purpose of the
        Cabling.
 
 7.3           ***Alterations
        and Additions***.
 
 (a)           Except
        as provided below, Tenant shall not, without Landlord's prior written consent,
        which may be given or withheld in Landlord's sole discretion, make any
        alterations, improvements, additions, utility installations or repairs
        (hereinafter collectively referred to as "**Alterations**") in, on
        or about the Premises or the Project.  Alterations shall include, but
        shall not be limited to, the installation or alteration of security or fire
        protection systems, communication systems, millwork, shelving, file retrieval
        or
        storage systems, carpeting or other floor covering, painting, window and
        wall
        coverings, electrical distribution systems, lighting fixtures, telephone
        or
        computer system wiring, HVAC and plumbing.  Landlord shall not
        unreasonably withhold its consent to Tenant making cosmetic, non-structural
        alterations ("**Cosmetic Alterations**") to the inside of the
        Premises (e.g., paint and carpet, communication systems, telephone and computer
        system wiring) that do not (i) involve the expenditure of more than $10,000
        in
        the aggregate in any calendar year, (ii) affect the exterior appearance of
        the
        Building, (iii) affect the Building’s electrical, plumbing, HVAC, life, fire,
        safety or security systems, (iv) affect the structural elements of the Building
        or (v) adversely affect any other tenant of the Project.  At the
        expiration of the term, Landlord may require the removal of any Alterations
        installed by Tenant and the restoration of the Premises and the Project to
        their
        prior condition, at Tenant's expense.  If a work letter agreement is
        entered into by Landlord and Tenant, Tenant shall not be obligated to remove
        the
        tenant improvements constructed in accordance with the work letter
        agreement.  If, as a result of any Alteration made by Tenant, Landlord
        is obligated to comply with the Americans With Disabilities Act or any other
        law
        or regulation and such compliance requires Landlord to make any improvement
        or
        Alteration to any portion of the Project, as a condition to Landlord's consent,
        Landlord shall have the right to require Tenant to pay to Landlord prior
        to the
        construction of any Alteration by Tenant, the entire cost of any improvement
        or
        alteration Landlord is obligated to complete by such law or
        regulation.  Should Landlord permit Tenant to make its own
        Alterations, Tenant shall use only such contractor as has been expressly
        approved by Landlord, and Landlord may require Tenant to provide to Landlord,
        at
        Tenant's sole cost and expense, a lien and completion bond in an amount equal
        to
        one and one-half times the estimated cost of such Alterations, to insure
        Landlord against any liability for mechanic's and materialmen's liens and
        to
        insure completion of the work.  In addition, Tenant shall pay to
        Landlord a fee equal to three percent (3%) of the cost of the Alterations
        to
        compensate Landlord for the overhead and other costs it incurs in reviewing
        the
        plans for the Alterations and in monitoring the construction of the Alterations
        (the “**Landlord Fee**”).  If Landlord incurs
        architectural, engineering or other consultants’ fees in evaluating such
        Alterations, Tenant shall reimburse Landlord for these fees in addition to
        the
        Landlord Fee.  If Tenant proposes Alterations to Landlord but
        subsequently elects not to construct the Alterations, and Landlord has incurred
        costs in reviewing Tenant’s proposed Alterations (e.g., architect’s, engineer’s
        or property management fees), Tenant shall reimburse Landlord for the costs
        incurred by Landlord within ten (10) days after written
        demand.  Should Tenant make any Alterations without the prior approval
        of Landlord, or use a contractor not expressly approved by Landlord, Landlord
        may, at any time during the term of this Lease, require that Tenant remove
        all
        or part of the Alterations and return the Premises to the condition it was
        in
        prior to the making of the Alternations.  In the event Tenant makes
        any Alterations, Tenant agrees to obtain or cause its contractor to obtain,
        prior to the commencement of any work, "builders all risk" insurance in an
        amount approved by Landlord and workers compensation insurance.
 
 (b)           Any
        Alterations in or about the Premises that Tenant shall desire to make shall
        be
        presented to Landlord in written form, with plans and specifications which
        are
        sufficiently detailed to obtain a building permit.  If Landlord
        consents to an Alteration, the consent shall be deemed conditioned upon Tenant
        acquiring a building permit from the applicable governmental agencies,
        furnishing a copy thereof to Landlord prior to the commencement of the work,
        and
        compliance by Tenant with all conditions of said permit in a prompt and
        expeditious manner.  Tenant shall provide Landlord with as-built plans
        and specifications for any Alterations made to the Premises.
 
 8
 (c)           Tenant
        shall pay, when due, all claims for labor or materials furnished or alleged
        to
        have been furnished to or for Tenant at or for use in the Premises, which
        claims
        are or may be secured by any mechanic's or materialmen's lien against the
        Premises or the Project, or any interest therein.  If Tenant shall, in
        good faith, contest the validity of any such lien, Tenant shall furnish to
        Landlord a surety bond satisfactory to Landlord in an amount equal to not
        less
        than one and one half times the amount of such contested lien claim indemnifying
        Landlord against liability arising out of such lien or claim.  Such
        bond shall be sufficient in form and amount to free the Project from the
        effect
        of such lien.  In addition, Landlord may require Tenant to pay
        Landlord's reasonable attorneys' fees and costs incurred as a result of any
        such
        lien.
 
 (d)           Tenant
        shall give Landlord not less than ten (10) days' advance written notice prior
        to
        the commencement of any work in the Premises by Tenant, and Landlord shall
        have
        the right to post notices of non-responsibility in or on the Premises or
        the
        Project.
 
 (e)           All
        Alterations (whether or not such Alterations constitute trade fixtures of
        Tenant) which may be made to the Premises by Tenant shall be paid for by
        Tenant,
        at Tenant's sole expense, and shall be made and done in a good and workmanlike
        manner and with new materials satisfactory to Landlord, and such Alteration
        shall be the property of Landlord and remain upon and be surrendered with
        the
        Premises at the expiration of the Lease term, unless Landlord requires their
        removal pursuant to Section 7.3(a).  Tenant's personal property
        and equipment, other than that which is affixed to the Premises so that it
        cannot be removed without material damage to the Premises or the Project,
        shall
        remain the property of Tenant and may be removed by Tenant subject to the
        provisions of Section 7.2(b).
 
 7.4           ***Failure
        of Tenant to Remove Property***.  If this Lease is
        terminated due to the expiration of its term or otherwise, and Tenant fails
        to
        remove its property as required by Section 7.2(b), in addition to any other
        remedies available to Landlord under this Lease, and subject to any other
        right
        or remedy Landlord may have under applicable law, Landlord may remove any
        property of Tenant from the Premises and store the same elsewhere at the
        expense
        and risk of Tenant.
 
 8.           ***Insurance***.
 
 8.1           ***Insurance-Tenant***.
 
 (a)           Tenant
        shall obtain and keep in force during the term of this Lease a commercial
        general liability policy of insurance with coverages acceptable to Landlord,
        in
        Landlord's reasonable discretion, which, by way of example and not limitation,
        protects Tenant and Landlord (as an additional insured) against claims for
        bodily injury, personal injury and property damage based upon, involving
        or
        arising out of the ownership, use, occupancy or maintenance of the Premises
        and
        all areas appurtenant thereto.  Such insurance shall be on an
        occurrence basis providing coverage in an amount not less than $2,000,000
        per
        occurrence and not less than $3,000,000 in the aggregate with an "Additional
        Insured-Managers and Landlords of Premises Endorsement" and contain the
        "Amendment of the Pollution Exclusion" for damage caused by heat, smoke or
        fumes
        from a hostile fire.  The policy shall not contain any intra-insured
        exclusions as between insured persons or organizations, but shall include
        coverage for liability assumed under this Lease as an "insured contract"
        for the
        performance of Tenant's indemnity obligations under this Lease.
 
 (b)           Tenant
        shall obtain and keep in force during the term of this Lease “Causes of Loss –
Special Form” extended coverage property insurance (previously known as “all
        risk” property insurance) with coverages acceptable to Landlord, in Landlord's
        reasonable discretion.  Said insurance shall be written on a one
        hundred percent (100%) replacement cost basis on Tenant's personal property,
        all
        tenant improvements installed at the Premises by Landlord or Tenant, Tenant's
        trade fixtures and other property.  By way of example, and not
        limitation, such policies shall provide protection against any peril included
        within the classification "fire and extended coverage," against vandalism
        and
        malicious mischief, theft  and sprinkler leakage (including sprinkler
        leakage caused by an earthquake).  Tenant’s policy shall include
        endorsements to insure Tenant against losses to valuable papers, records
        and
        computer equipment and to compensate Tenant for the cost of recovering lost
        data.  To the extent that Tenant’s policy covers tenant improvements
        to the Premises, Landlord shall be a loss payee on such policy.  If
        this Lease is terminated as the result of a casualty in accordance with
        Section 9, the proceeds of said insurance attributable to the replacement
        of all tenant improvements at the Premises shall be paid to
        Landlord.  If insurance proceeds are available to repair the tenant
        improvements, at Landlord's option, all insurance proceeds Tenant is entitled
        to
        receive to repair the tenant improvements shall be paid by the insurance
        company
        directly to Landlord, Landlord shall select the contractor to repair and/or
        replace the tenant improvements, and Landlord shall cause the tenant
        improvements to be repaired and/or replaced to the extent insurance proceeds
        are
        available.
 
 (c)           Tenant
        shall, at all times during the term hereof, maintain the following insurance
        with coverages reasonably acceptable to Landlord (i)  workers'
        compensation insurance as required by applicable law, (ii) employers liability
        insurance with limits of at least $1,000,000 per occurrence, (iii) automobile
        liability insurance for owned, non-owned and hired vehicles with limits of
        at
        lease $1,000,000 per occurrence and (iv) business interruption and extra
        expense
        insurance.  In addition to the insurance required in (i), (ii), (iii)
        and (iv) above, Landlord shall have the right to require Tenant to increase
        the
        limits of its insurance and/or obtain such additional insurance as is
        customarily required by landlords owning similar real property in the
        geographical area of the Project.
 
 8.2           ***Insurance-Landlord***.
 
 (a)           Landlord
        shall obtain and keep in force a policy of general liability insurance with
        coverage against such risks and in such amounts as Landlord deems advisable
        insuring Landlord against liability arising out of the ownership, operation
        and
        management of the Project.
 
 9
 (b)           Landlord
        shall also obtain and keep in force during the term of this Lease a policy
        or
        policies of insurance covering loss or damage to the Project in the amount
        of  the replacement cost thereof (excluding foundations and similar
        items), as determined by Landlord from time to time.  The terms and
        conditions of said policies, their deductibles and the perils and risks covered
        thereby shall be determined by Landlord, from time to time, in Landlord's
        sole
        discretion.  In addition, at Landlord's option, Landlord shall obtain
        and keep in force, during the term of this Lease, a policy of rental
        interruption insurance, with loss payable to Landlord, which insurance shall,
        at
        Landlord's option, also cover all Operating Expenses.  At Landlord's
        option, Landlord may obtain insurance coverages and/or bonds related to the
        operation of the parking areas.  At Landlord's option, Landlord may
        obtain coverage for flood and earthquake damages.  In addition,
        Landlord shall have the right to obtain such additional insurance as is
        customarily carried by owners or operators of other comparable office buildings
        in the geographical area of the Project.  Tenant will not be named as
        an additional insured in any insurance policies carried by Landlord and shall
        have no right to any proceeds therefrom.  The policies purchased by
        Landlord shall contain such deductibles as Landlord may determine.  In
        addition to amounts payable by Tenant in accordance with Section 4.2,
        Tenant shall pay any increase in the property insurance premiums for the
        Project
        over what was payable immediately prior to the increase to the extent the
        increase is specified by Landlord's insurance carrier as being caused by
        the
        nature of Tenant's occupancy or any act or omission of Tenant.
 
 8.3           ***Insurance
        Policies***.  Tenant shall deliver to Landlord certificates
        for the insurance policies required under Section 8.1 concurrently with the
        execution of this Lease using an ACORD 27 form or a similar form approved
        by
        Landlord.  Tenant's insurance policies shall not be cancelable or
        subject to reduction of coverage or other modification except after thirty
        (30)
        days prior written notice to Landlord.  Tenant shall, at least thirty
        (30) days prior to the expiration of such policies, furnish Landlord with
        renewals thereof.  Tenant's insurance policies shall be issued by
        insurance companies authorized to do business in the state in which the Project
        is located, and said companies shall maintain during the policy term a "General
        Policyholder's Rating" of at least A and a financial rating of at least "Class
        X" (or such other rating as may be required by any lender having a lien on
        the
        Project) as set forth in the most recent edition of "Best Insurance
        Reports."  All insurance obtained by Tenant shall be primary to and
        not contributory with any similar insurance carried by Landlord, whose insurance
        shall be considered excess insurance only.  Landlord, Landlord’s
        property manager and lender(s) and their respective officers, shareholders,
        directors, partners, members, managers, employees, successors and assigns,
        shall
        be included as additional insureds under Tenant’s commercial general liability
        policy and under the Tenant’s excess or umbrella policy, if any, using ISO
        additional insured endorsement CG 20 11 or a substitute providing equivalent
        coverage.  Tenant's insurance policies shall not include deductibles
        in excess of $5,000.
 
 8.4           ***Waiver
        of Subrogation***.  Landlord waives any and all rights of
        recovery against Tenant and Tenant’s employees and agents for or arising out of
        damage to, or destruction of, the Project to the extent that Landlord's
        insurance policies then in force insure against such damage or destruction
        (or
        to the extent of what would have been covered had Landlord maintained the
        insurance required to be carried under this Lease) and permit such
        waiver.  Tenant waives any and all rights of recovery against Landlord
        and Landlord's employees and agents for or arising out of damage to, or
        destruction of, the Project to the extent that Tenant's insurance policies
        then
        in force insure against such damage or destruction (or to the extent of what
        would have been covered had Tenant maintained the insurance required to be
        carried under this Lease) and permit such waiver. Tenant shall cause the
        insurance policies it obtains in accordance with Section 8.1 relating to
        property damage to provide that the insurance company waives all right of
        recovery by subrogation against Landlord in connection with any liability
        or
        damage covered by Tenant's insurance policies.
 
 8.5           ***Coverage***.  Landlord
        makes no representation to Tenant that the limits or forms of coverage specified
        above or approved by Landlord are adequate to insure Tenant's property or
        Tenant's obligations under this Lease, and the limits of any insurance carried
        by Tenant shall not limit Tenant's obligations or liability under any indemnity
        provision included in this Lease or under any other provision of this
        Lease.
 
 9.           ***Damage
        or Destruction***.
 
 9.1           ***Effect
        of Damage or Destruction***.  If all or part of the Project
        is damaged by fire, earthquake, flood, explosion, the elements, riot, the
        release or existence of Hazardous Substances (as defined below) or by any
        other
        cause whatsoever (hereinafter collectively referred to as
        "**Damages**"), but the Damages are not material (as defined in
        Section 9.2 below), Landlord shall repair the Damages to the Project as
        soon as is reasonably possible, and this Lease shall remain in full force
        and
        effect.  If all or part of the Project is destroyed or materially
        damaged (as defined in Section 9.2 below), Landlord shall have the right,
        in its sole and complete discretion, to repair or to rebuild the Project
        or to
        terminate this Lease.  Landlord shall within ninety (90) days after
        the discovery of such material damage or destruction notify Tenant in writing
        of
        Landlord's intention to repair or to rebuild or to terminate this
        Lease.  Tenant shall in no event be entitled to compensation or
        damages on account of annoyance or inconvenience in making any repairs, or
        on
        account of construction, or on account of Landlord's election to terminate
        this
        Lease.  Notwithstanding the foregoing, if Landlord shall elect to
        rebuild or repair the Project after material damage or destruction, but in
        good
        faith determines that the Premises cannot be substantially repaired within
        two
        hundred forty (240) days after the date of the discovery of the material
        damage
        or destruction, without payment of overtime or other premiums, and the damage
        to
        the Project will render the entire Premises unusable during said two hundred
        forty (240) day period, Landlord shall notify Tenant thereof in writing at
        the
        time of Landlord's election to rebuild or repair, and Tenant shall thereafter
        have a period of fifteen (15) days within which Tenant may elect to terminate
        this Lease, upon thirty (30) days' advance written notice to
        Landlord.  Tenant's termination right described in the preceding
        sentence shall not apply if the damage was caused by the negligent or
        intentional acts of Tenant or its employees, agents, contractors or
        invitees.  Failure of Tenant to exercise said election within said
        fifteen (15) day period shall constitute Tenant's agreement to accept delivery
        of the Premises under this Lease whenever tendered by Landlord, provided
        Landlord thereafter pursues reconstruction or restoration diligently to
        completion, subject to delays caused by Force Majeure Events.  If
        Landlord is unable to repair the damage to the Premises or the Project during
        such two hundred forty (240) day period due to Force Majeure Events, the
        two
        hundred forty (240) day period shall be extended by the period of delay caused
        by the Force Majeure Events.  Subject to Section 9.3 below, if
        Landlord or Tenant terminates this Lease in accordance with this
        Section 9.1, Tenant shall continue to pay all Base Rent, Operating Expense
        increases and other amounts due hereunder which arise prior to the date of
        termination.
 
 10
 9.2           ***Definition
        of Material Damage***.  Damage to the Project shall be
        deemed material if, in Landlord's reasonable judgment, the uninsured cost
        of
        repairing the damage will exceed $25,000.  If insurance proceeds are
        available to Landlord in an amount which is sufficient to pay the entire
        cost of
        repairing all of the damage to the Project, the damage shall be deemed material
        if the cost of repairing the damage exceeds $100,000.  Damage to the
        Project shall also be deemed material if (a) the Project cannot be rebuilt
        or
        repaired to substantially the same condition it was in prior to the damage
        due
        to laws or regulations in effect at the time the repairs will be made, (b)
        the
        holder of any mortgage or deed of trust encumbering the Project requires
        that
        insurance proceeds available to repair the damage in excess of $25,000 be
        applied to the repayment of the indebtedness secured by the mortgage or the
        deed
        of trust, or (c) the damage occurs during the last twelve (12) months of
        the
        Lease term.
 
 9.3           ***Abatement
        of Rent***.  If Landlord elects to repair damage to the
        Project and all or part of the Premises will be unusable or inaccessible
        to
        Tenant in the ordinary conduct of its business until the damage is repaired,
        and
        the damage was not caused by the negligence or intentional acts of Tenant
        or its
        employees, agents, contractors or invitees, Tenant's Base Rent and Tenant's
        Share of Operating Expense increases shall be abated until the repairs are
        completed in proportion to the amount of the Premises which is unusable or
        inaccessible to Tenant in the ordinary conduct of its
        business.  Notwithstanding the foregoing, there shall be no abatement
        of Base Rent or Tenant's Share of Operating Expense increases by reason of
        any
        portion of the Premises being unusable or inaccessible for a period equal
        to
        five (5) consecutive business days or less.
 
 9.4           ***Tenant's
        Acts***.  If such damage or destruction occurs as a result
        of the negligence or the intentional acts of Tenant or Tenant's employees,
        agents, contractors or invitees, and the proceeds of insurance which are
        actually received by Landlord are not sufficient to pay for the repair of
        all of
        the damage, Tenant shall pay, at Tenant's sole cost and expense, to Landlord
        upon demand, the difference between the cost of repairing the damage and
        the
        insurance proceeds received by Landlord.
 
 9.5           ***Tenant's
        Property***.  As more fully set forth in Section 47,
        Landlord shall not be liable to Tenant or its employees, agents, contractors,
        invitees or customers for loss or damage to merchandise, tenant improvements,
        fixtures, automobiles, furniture, equipment, computers, files or other property
        (hereinafter collectively "**Tenant's property**") located at the
        Project.  Tenant shall repair or replace all of Tenant's property at
        Tenant's sole cost and expense.  Tenant acknowledges that it is
        Tenant's sole responsibility to obtain adequate insurance coverage to compensate
        Tenant for damage to Tenant's property.
 
 9.6           ***Waiver***.  Landlord
        and Tenant hereby waive the provisions of any present or future statutes
        which
        relate to the termination of leases when leased property is damaged or destroyed
        and agree that such event shall be governed by the terms of this
        Lease.
 
 10.           ***Real
        and Personal Property Taxes***.
 
 10.1           ***Payment
        of Taxes***.  Tenant shall pay to Landlord during the term
        of this Lease, in addition to Base Rent and Tenant's Share of Operating Expense
        increases, Tenant's Share of the amount by which all "Real Property Taxes"
        (as
        defined in Section 10.2 below) for each Comparison Year exceeds the amount
        of all Real Property Taxes for the Base Year.  Tenant's Share of Real
        Property Tax increases shall be payable by Tenant at the same time, in the
        same
        manner and under the same terms and conditions as Tenant pays Tenant's Share
        of
        Operating Expense increases as provided in Section 4.2(f) of this
        Lease.  Except as expressly provided in Section 10.4 below, if
        the Real Property Taxes incurred during any Comparison Year are less than
        the
        Real Property Taxes incurred during the Base Year, Tenant shall not be entitled
        to receive any credit, offset, reduction or benefit as a result of said
        occurrence.
 
 10.2           ***Definition
        of "Real Property Tax"***.  As used herein, the term
        "**Real Property Taxes**" shall include any form of real estate tax
        or assessment, general, special, ordinary or extraordinary, improvement bond
        or
        bonds imposed on the Project or any portion thereof by any authority having
        the
        direct or indirect power to tax, including any city, county, state or federal
        government, or any school, agricultural, sanitary, fire, street, drainage
        or
        other improvement district thereof, as against any legal or equitable interest
        of Landlord in the Project or in any portion thereof, unless such tax is
        defined
        as an Operating Expense by Section 4.2(c).  Real Property Taxes
        shall not include income, inheritance and gift taxes.
 
 10.3           ***Personal
        Property Taxes***.  Tenant shall pay prior to delinquency
        all taxes assessed against and levied upon trade fixtures, furnishings,
        equipment and all other personal property of Tenant contained in the Premises
        or
        related to Tenant's use of the Premises.  If any of Tenant's personal
        property shall be assessed with Landlord's real or personal property, Tenant
        shall pay to Landlord the taxes attributable to Tenant within ten (10) days
        after receipt of a written statement from Landlord setting forth the taxes
        applicable to Tenant's property.
 
 11
 10.4           ***Reassessments***.  From
        time to time Landlord may challenge the assessed value of the Project as
        determined by applicable taxing authorities and/or Landlord may attempt to
        cause
        the Real Property Taxes to be reduced on other grounds.  If Landlord
        is successful in causing the Real Property Taxes to be reduced or in obtaining
        a
        refund, rebate, credit or similar benefit (hereinafter collectively referred
        to
        as a "**Reduction**"), Landlord shall, to the extent practicable,
        credit the Reduction(s) to Real Property Taxes for the calendar year to which
        a
        Reduction applies and recalculate the Real Property Taxes owed by Tenant
        for
        years after the year in which the Reduction applies based on the reduced
        Real
        Property Taxes (if a Reduction applies to Tenant's Base Year, the Base Year
        Real
        Property Taxes shall be reduced by the amount of the Reduction and Tenant's
        Share of Real Property Tax increases shall be recalculated for all Comparison
        Years following the year of the Reduction based on the lower Base Year
        amount).  All costs incurred by Landlord in obtaining and/or
        processing the Real Property Tax reductions (e.g., consulting fees, accounting
        fees, costs of recalculating Base Years and Comparison Years etc.) may be
        included in Operating Expenses or deducted from the
        Reduction.  Landlord shall have the right to compensate a person or
        entity it employs to obtain a Reduction by giving such person or entity a
        percentage of any Reduction obtained.
 
 11.           ***Utilities***.
 
 11.1           ***Services
        Provided by Landlord***.  Subject to all governmental
        rules, regulations and guidelines applicable thereto, Landlord shall use
        commercially reasonable efforts to (a) provide HVAC to the Premises for a
        typical office use during the times described in Section 11.4, (b) on a
        monthly basis, an amount of electricity not to exceed five (5) watts multiplied
        by the number of usable square feet in the Premises multiplied by the total
        number of Business Hours in the month (“**Maximum Electrical
        Consumption**”), (c) water in the Premises or in the Common Area for
        reasonable and normal drinking and lavatory use, (d) replacement light bulbs
        and/or fluorescent tubes and ballasts for standard overhead fixtures, and
        (e)
        building standard janitorial services.
 
 11.2           ***Intrabuilding
        Network Cabling***.  In addition to the items described in
        11.1 above, Landlord shall also provide Tenant with access to a reasonable
        amount of INC.  For purposes of this Section 11.2, a reasonable
        amount of INC shall not exceed six (6) cable pairs per one thousand (1,000)
        usable square feet of space in the Premises.  If Tenant requires
        additional INC capacity, the cost of providing, maintaining, repairing and
        replacing such capacity shall be borne solely by Tenant.  Additional
        INC capacity may only be installed, maintained, repaired and replaced by
        a
        contractor approved by Landlord, in Landlord's reasonable
        discretion.  The Building's minimum point of entry
        ("**MPOE**") for telephone service, the INC risers and the
        telephone terminal rooms located on each floor of the Building may only be
        accessed with Landlord's prior consent and by contractors approved by Landlord,
        in Landlord's reasonable discretion.  Tenant shall be responsible for
        any loss, cost, damage, liability and expense (including attorneys' fees)
        arising out of or related to the installation, maintenance, repair and
        replacement of additional INC capacity.
 
 11.3           ***Occupant
        Density***.  Tenant shall maintain a ratio of not more than
        one Occupant (as defined below) for each two hundred fifty (250) square feet
        of
        rentable area in the Premises (hereinafter, the “**Occupant
        Density**”).  If Landlord has a reasonable basis to believe
        that Tenant is exceeding the Occupant Density, upon request by Landlord,
        Tenant
        shall maintain on a daily basis an accurate record of the number of employees,
        visitors, contractors and other people that visit the Premises (collectively
        "**Occupants**").  Landlord shall have the right to audit
        Tenant's Occupant record and, at Landlord's option, Landlord shall have the
        right to periodically visit the Premises without advance notice to Tenant
        in
        order to track the number of Occupants working at the Premises.  For
        purposes of this section, "Occupants" shall not include people not employed
        by
        Tenant that deliver or pick up mail or other packages at the Premises, employees
        of Landlord or employees of Landlord's agents or contractors.  Tenant
        acknowledges that increased numbers of Occupants causes additional wear and
        tear
        on the Premises and the Common Areas, additional use of HVAC, electricity,
        water
        and other utilities, and additional demand for other Building
        services.  Tenant's failure to comply with the requirements of this
        section shall constitute a default under Section 13.3 and Landlord shall
        have
        the right, in addition to any other remedies it may have at law or equity,
        to
        specifically enforce Tenant's obligations under this section.  Nothing
        contained in this section shall be interpreted to entitle Tenant to use more
        parking spaces than the number permitted by Section 1.18.
 
 11.4           ***Hours
        of Service***.  Building services, HVAC and utilities shall
        be provided during Business Hours (as defined in Section 1.16).  Times
        other than Business Hours are hereinafter referred to as “**Non-Business
        Hours**”.  Janitorial services shall be provided five (5) times
        per week excluding holidays.  Tenant acknowledges that there will be
        no air circulation or temperature control within the Premises when the HVAC
        is
        not operating and, consequently, during such times the Premises may not be
        suitable for human occupation or for the operation of computers and other
        heat
        sensitive equipment.  Nationally recognized holidays (hereinafter,
“**Holidays**”) shall include, but shall not necessarily be limited
        to, New Years Day, Martin Luther King Jr. Day, Presidents' Day, Memorial
        Day,
        Independence Day, Labor Day, Thanksgiving Day and Christmas
        Day.  Landlord shall use commercially reasonable efforts to provide
        HVAC to the Premises during Non-Business Hours subject to (a) the payment
        by
        Tenant of Landlord's standard charge, as determined by Landlord from time
        to
        time, in Landlord's sole discretion, for Non-Business Hours HVAC (the
“**Non-Business Hours HVAC Charge**”) and (b) Tenant providing to
        Landlord at least one (1) business day's advance written notice of Tenant's
        need
        for Non-Business Hours HVAC.  As of the date of this Lease, and
        subject to future increases, the Non-Business Hours HVAC Charge is set forth
        in
        Section 1.17.  The Non-Business Hours HVAC Charge applies to each HVAC
        zone in the Building that Non-Business Hours HVAC is provided to and
        Non-Business Hours HVAC is charged in minimum increments of two (2) consecutive
        hours.  Tenant shall pay to Landlord all Non-Business Hours HVAC
        Charges within ten (10) days after Landlord bills Tenant for said
        charges.  Subject to applicable laws and regulations, Landlord shall
        have no obligation to provide lighting to the Common Areas during Non-Business
        Hours.
 
 12
 11.5           ***Excess
        Usage by Tenant***.
 
 (a)           Notwithstanding
        the use set forth in Section 1.8, and subject to the requirements of (c)
        below, Tenant shall not use electricity in excess of the Maximum Electrical
        Consumption, and Tenant shall not use other Building utilities or services
        in
        excess of those used by a typical office building tenant using its premises
        for
        ordinary office use.  Tenant shall only install in the Premises the
        type and amount of office equipment that a typical office tenant would install,
        and Tenant shall not install in the Premises office equipment, lighting fixtures
        or similar items which will generate above average heat, noise or vibration
        at
        the Premises or which will adversely effect the temperature maintained by
        the
        HVAC system.  If Landlord believes Tenant is using electricity in
        excess of the Maximum Electrical Consumption, Landlord shall have the right,
        in
        addition to any other rights or remedies it may have under this Lease, to
        (i) at
        Tenant's expense, install separate metering devices at the Premises to measure
        Tenant’s electrical usage, (ii) require Tenant to pay to Landlord all costs,
        expenses and damages incurred by Landlord as a result of such excess usage,
        and/or (iii) require Tenant to stop using electricity in excess of the Maximum
        Electrical Consumption.
 
 (b)           If
        the Premises contains a computer room, telecommunications room or other area
        that is serviced by a separate HVAC unit on a continuous basis (a
“**Separate HVAC Unit**”), Tenant shall pay at Tenant’s sole
        expense the entire cost of all electricity used by the Separate HVAC Unit
        (the
“**Separate HVAC Unit Electrical Cost**”).  No portion of
        the Separate HVAC Unit Electrical Cost shall be paid by Landlord, and Tenant
        shall not be entitled to receive any credit towards Separate HVAC Unit
        Electrical Costs for electricity used by the Separate HVAC Unit during Business
        Hours.  Landlord may determine the Separate HVAC Unit Electrical Cost
        by installing, at Tenant’s expense, a separate metering device or by estimating
        the cost of such usage.  The Separate HVAC Unit Electrical Cost shall
        be paid by Tenant within ten (10) days after Landlord provides to Tenant
        a bill
        for such usage.  In addition, if there is an existing Separate HVAC
        Unit in the Premises when Tenant leases the Premises, Tenant accepts such
        existing Separate HVAC Unit in its “as is” condition.  Tenant shall
        pay, at Tenant’s sole cost and expense, the entire cost of maintaining,
        repairing and, when necessary, replacing any Separate HVAC
        Unit.  Tenant shall continuously maintain, at Tenant’s sole cost and
        expense, maintenance contracts for all Separate HVAC Units, using maintenance
        contract forms and with companies approved by Landlord, in Landlord’s sole
        discretion (the “**Maintenance Contracts**”).  Tenant
        shall provide copies of the Maintenance Contracts to Landlord within ten
        (10)
        days after the Commencement Date, and within ten (10) days after such contracts
        are modified or renewed, and at other times upon Landlord’s
        request.
 
 (c)           Landlord
        reserves the right to measure the electricity used by Tenant in the Premises
        from time to time (the “**Premises Electrical Consumption**”) using
        Sub-Metering Devices (as defined below).  Each month Tenant shall have
        the right to use electricity during Business Hours in an amount not to exceed
        the five (5) watts multiplied by the number of usable square feet in the
        Premises multiplied by the total number of Business Hours in the month
        (“**Maximum Business Hours Usage**”).  Landlord shall
        have the right, in Landlord’s sole discretion, to require Tenant to pay for some
        or all of the electricity used in the Premises during Business Hours in excess
        of the Maximum Business Hours Usage.  Landlord shall determine the
        cost of Tenant’s electricity usage using the local utility rate for the
        Building’s electrical service and Landlord may add to the cost of Tenant’s
        electricity usage any costs incurred by Landlord in billing such charges
        to
        Tenant.  Each month Landlord shall have the right, in Landlord’s sole
        discretion, to require Tenant to pay for some or all of the electricity used
        in
        the Premises that month during Non-Business Hours (“**Non-Business Hours
        Usage**”), and Tenant shall receive no electricity credit or allotment
        for Non-Business Hours Usage.  If electrical consumption for lighting,
        convenience outlets and/or other equipment in the Premises is not now separately
        metered, Landlord may, at Landlords expense, separately meter electrical
        consumption for lighting, convenience outlets and/or other equipment in the
        Premises using E-Mon D-Mon meters or similar devices (collectively,
“**Sub-Metering Devices**”).  If Landlord installs
        Sub-Metering Devices, and based on readings from the Sub-Metering Devices
        it is
        determined that Tenant is using electricity in excess of the Maximum Business
        Hours Usage, Tenant shall reimburse Landlord for the costs Landlord has incurred
        in causing the Sub-Metering Devices to be installed.  Landlord may,
        but shall not be obligated to, take into consideration the times at which
        Tenant
        is using electricity in determining the amount paid by Tenant for its electrical
        usage.  Landlord shall have the right to bill Tenant for its
        electricity usage periodically, and Tenant shall pay such bills within ten
        (10)
        days after receipt.  Landlord's failure to bill Tenant for its
        electrical usage for any given period shall not constitute Landlord's waiver
        of
        its right to collect such amount at a later date or otherwise prejudice
        Landlord's rights hereunder.  The payment by Tenant of electrical
        costs pursuant to this section shall not limit Tenant’s obligation to pay for
        after hours HVAC charges as provided in 11.4 above or to pay for the Separate
        HVAC Unit Electrical Cost as provided in (a) above.
 
 11.6           ***Interruptions***.  Tenant
        agrees that Landlord shall not be liable to Tenant for its failure to furnish
        gas, electricity, telephone service, water, HVAC or any other utility services
        or building services when such failure is occasioned, in whole or in part,
        by
        repairs, replacements, or improvements, by any strike, lockout or other labor
        trouble, by inability to secure electricity, gas, water, telephone service
        or
        other utility at the Project, by any accident, casualty or event arising
        from
        any cause whatsoever, including the negligence of Landlord, its employees,
        agents and contractors, by act, negligence or default of Tenant or any other
        person or entity, or by any other cause, and such failures shall never be
        deemed
        to constitute an eviction or disturbance of Tenant's use and possession of
        the
        Premises or relieve Tenant from the obligation of paying rent or performing
        any
        of its obligations under this Lease.  Furthermore, Landlord shall not
        be liable under any circumstances for loss of property or for injury to,
        or
        interference with, Tenant's business, including, without limitation, loss
        of
        profits, however occurring, through or in connection with or incidental to
        a
        failure to furnish any such services or utilities.  Landlord may
        comply with voluntary controls or guidelines promulgated by any governmental
        entity relating to the use or conservation of energy, water, gas, light or
        electricity or the reduction of automobile or other emissions without creating
        any liability of Landlord to Tenant under this Lease.
 
 13
 12.           ***Assignment
        and Subletting***.
 
 12.1           ***Landlord's
        Consent Required***.  Tenant shall not voluntarily or by
        operation of law assign, transfer, hypothecate, mortgage, sublet, or otherwise
        transfer or encumber all or any part of Tenant's interest in this Lease or
        in
        the Premises (hereinafter collectively a "**Transfer**"), without
        Landlord's prior written consent, which shall not be unreasonably
        withheld.  Landlord shall respond to Tenant's written request for
        consent hereunder within twenty (20) days after Landlord's receipt of the
        written request from Tenant.  Any attempted Transfer without such
        consent shall be void and shall constitute a default and breach of this
        Lease.  Tenant's written request for Landlord's consent shall include,
        and Landlord's twenty (20) day response period referred to above shall not
        commence, unless and until Landlord has received from Tenant, all of the
        following information: (a) financial statements for the proposed assignee
        or
        subtenant prepared in accordance with generally accepted accounting principles
        for the lesser of (i) the past three (3) years or (ii) the time period the
        assignee or subtenant has been in existence, (b) federal tax returns for
        the
        proposed assignee or subtenant for the lesser of (i) the past three (3) years
        or
        (ii) the time period the assignee or subtenant has been in business, (c)
        a TRW
        credit report or similar report on the proposed assignee or subtenant, (d)
        a
        detailed description of the business the assignee or subtenant intends to
        operate at the Premises, (d) the proposed effective date of the assignment
        or
        sublease, (f) a copy of the proposed sublease or assignment agreement which
        includes all of the terms and conditions of the proposed assignment or sublease,
        (g) a detailed description of any ownership or commercial relationship between
        Tenant and the proposed assignee or subtenant and (h) a detailed description
        of
        any Alterations the proposed assignee or subtenant desires to make to the
        Premises.  If the obligations of the proposed assignee or subtenant
        will be guaranteed by any person or entity, Tenant's written request shall
        not
        be considered complete until the information described in (a), (b) and (c)
        of
        the previous sentence has been provided with respect to each proposed guarantor.
        "Transfer" shall also include the transfer (a) if Tenant is a corporation,
        and
        Tenant's stock is not publicly traded over a recognized securities exchange,
        of
        more than twenty five percent (25%) of the voting stock of such corporation
        during the term of this Lease (whether or not in one or more transfers) or
        the
        dissolution, merger or liquidation of the corporation, or (b) if Tenant is
        a
        partnership or other entity, of more than twenty five percent (25%) of the
        profit and loss participation in such partnership or entity  during
        the term of this Lease (whether or not in one or more transfers) or the
        dissolution, merger or liquidation of the partnership.  If Tenant is a
        limited or general partnership (or is comprised of two or more persons,
        individually or as co-partners), Tenant shall not be entitled to change or
        convert to (i) a limited liability company, (ii) a limited liability partnership
        or (iii) any other entity which possesses the characteristics of limited
        liability without the prior written consent of Landlord, which consent may
        be
        given or withheld in Landlord's sole discretion.  Tenant's sole remedy
        in the event that Landlord shall wrongfully withhold consent to or disapprove
        any assignment or sublease shall be to obtain an order by a court of competent
        jurisdiction that Landlord grant such consent; in no event shall Landlord
        be
        liable for damages with respect to its granting or withholding consent to
        any
        proposed assignment or sublease.  If Landlord shall exercise any
        option to recapture the Premises, or shall deny a request for consent to
        a
        proposed assignment or sublease, Tenant shall indemnify, defend and hold
        Landlord harmless from and against any and all losses, liabilities, damages,
        costs and claims that may be made against Landlord by the proposed assignee
        or
        subtenant, or by any brokers or other persons claiming a commission or similar
        compensation in connection with the proposed assignment or
        sublease.
 
 12.2           Intentionally
        deleted.
 
 12.3           ***Standard
        For Approval***.  Landlord shall not unreasonably withhold
        its consent to a Transfer provided that Tenant has complied with each and
        every
        requirement, term and condition of this Section 12.  Tenant
        acknowledges and agrees that each requirement, term and condition in this
        Section 12 is a reasonable requirement, term or condition.  It
        shall be deemed reasonable for Landlord to withhold its consent to a Transfer
        if
        any requirement, term or condition of this Section 12 is not complied with
        or: (a) the Transfer would cause Landlord to be in violation of its obligations
        under another lease or agreement to which Landlord is a party; (b) in Landlord's
        reasonable judgment, a proposed assignee or subtenant has a smaller net worth
        than Tenant had on the date this Lease was entered into with Tenant or is
        less
        able financially to pay the rents due under this Lease as and when they are
        due
        and payable; (c) a proposed assignee's or subtenant's business will impose
        a
        burden on the Project's parking facilities, elevators, Common Areas or utilities
        that is greater than the burden imposed by Tenant, in Landlord's reasonable
        judgment; (d) the terms of a proposed assignment or subletting will allow
        the
        proposed assignee or subtenant to exercise a right of renewal, right of
        expansion, right of first offer, right of first refusal or similar right
        held by
        Tenant; (e) a proposed assignee or subtenant refuses to enter into a written
        assignment agreement or sublease, reasonably satisfactory to Landlord, which
        provides that it will abide by and assume all of the terms and conditions
        of
        this Lease for the term of any assignment or sublease and containing such
        other
        terms and conditions as Landlord reasonably deems necessary; (f) the use
        of the
        Premises by the proposed assignee or subtenant is not permitted by this Lease;
        (g) any guarantor of this Lease refuses to consent to the Transfer or to
        execute
        a written agreement reaffirming the guaranty; (h) Tenant is in default as
        defined in Section 13.1 at the time of the request; (i) if requested by
        Landlord, the assignee or subtenant refuses to sign a non-disturbance and
        attornment agreement in favor of Landlord's lender; (j) Landlord has sued
        or
        been sued by the proposed assignee or subtenant or has otherwise been involved
        in a legal dispute with the proposed assignee or subtenant; (k) the assignee
        or
        subtenant is involved in a business which is not in keeping with the then
        current standards of the Project; (l) the proposed assignee or subtenant
        is an
        existing tenant of the Project or is a person or entity then negotiating
        with
        Landlord for the lease of space in the Project; (m) the assignment or sublease
        will result in there being more than one subtenant of the Premises (e.g.,
        the
        assignee or subtenant intends to use the Premises as an executive suite);
        (n)
        the assignee or subtenant is a person or entity to whom Landlord has agreed
        not
        to lease space in the Project pursuant to a lease with another tenant or
        (o) the
        assignee or subtenant is a governmental or quasi-governmental entity or an
        agency, department or instrumentality of a governmental or quasi-governmental
        agency.
 
 14
 12.4           ***Additional
        Terms and Conditions***.  The following terms and
        conditions shall be applicable to any Transfer:
 
 (a)           Regardless
        of Landlord's consent, no Transfer shall release Tenant from Tenant's
        obligations hereunder or alter the primary liability of Tenant to pay the
        rent
        and other sums due Landlord hereunder and to perform all other obligations
        to be
        performed by Tenant hereunder or release any guarantor from its obligations
        under its guaranty.
 
 (b)           Landlord
        may accept rent from any person other than Tenant pending approval or
        disapproval of an assignment or subletting.
 
 (c)           Neither
        a delay in the approval or disapproval of a Transfer, nor the acceptance
        of
        rent, shall constitute a waiver or estoppel of Landlord's right to exercise
        its
        rights and remedies for the breach of any of the terms or conditions of this
        Section 12.
 
 (d)           The
        consent by Landlord to any Transfer shall not constitute a consent to any
        subsequent Transfer by Tenant or to any subsequent or successive Transfer
        by an
        assignee or subtenant.  However, Landlord may consent to subsequent
        Transfers or any amendments or modifications thereto without notifying Tenant
        or
        anyone else liable on the Lease and without obtaining their consent, and
        such
        action shall not relieve such persons from liability under this
        Lease.
 
 (e)           In
        the event of any default under this Lease, Landlord may proceed directly
        against
        Tenant, any guarantors or anyone else responsible for the performance of
        this
        Lease, including any subtenant or assignee, without first exhausting Landlord's
        remedies against any other person or entity responsible therefor to Landlord,
        or
        any security held by Landlord.
 
 (f)           Landlord's
        written consent to any Transfer by Tenant shall not constitute an acknowledgment
        that no default then exists under this Lease nor shall such consent be deemed
        a
        waiver of any then existing default.
 
 (g)           The
        discovery of the fact that any financial statement relied upon by Landlord
        in
        giving its consent to an assignment or subletting was materially false shall,
        at
        Landlord's election, render Landlord's consent null and void.
 
 (h)           Landlord
        shall not be liable under this Lease or under any sublease to any
        subtenant.
 
 (i)           No
        assignment or sublease may be modified or amended without Landlord's prior
        written consent.
 
 (j)           Intentionally
        deleted.
 
 (k)           Any
        assignee of, or subtenant under, this Lease shall, by reason of accepting
        such
        assignment or entering into such sublease, be deemed, for the benefit of
        Landlord, to have assumed and agreed to conform and comply with each and
        every
        term, covenant, condition and obligation herein to be observed or performed
        by
        Tenant during the term of said assignment or sublease, other than such
        obligations as are contrary or inconsistent with provisions of an assignment
        or
        sublease to which Landlord has specifically consented in writing.
 
 12.5           ***Additional
        Terms and Conditions Applicable to Subletting***.  The
        following terms and conditions shall apply to any subletting by Tenant of
        all or
        any part of the Premises and shall be deemed included in all subleases under
        this Lease whether or not expressly incorporated therein:
 
 (a)           Tenant
        hereby absolutely and unconditionally assigns and transfers to Landlord all
        of
        Tenant's interest in all rentals and income arising from any sublease entered
        into by Tenant, and Landlord may collect such rent and income and apply same
        toward Tenant's obligations under this Lease; provided, however, that until
        a
        default shall occur in the performance of Tenant's obligations under this
        Lease,
        Tenant may receive, collect and enjoy the rents accruing under such
        sublease.  Landlord shall not, by reason of this or any other
        assignment of such rents to Landlord nor by reason of the collection of the
        rents from a subtenant, be deemed to have assumed or recognized any sublease
        or
        to be liable to the subtenant for any failure of Tenant to perform and comply
        with any of Tenant's obligations to such subtenant under such sublease,
        including, but not limited to, Tenant's obligation to return any security
        deposit.  Tenant hereby irrevocably authorizes and directs any such
        subtenant, upon receipt of a written notice from Landlord stating that a
        default
        exists in the performance of Tenant's obligations under this Lease, to pay
        to
        Landlord the rents due as they become due under the sublease.  Tenant
        agrees that such subtenant shall have the right to rely upon any such statement
        and request from Landlord, and that such subtenant shall pay such rents to
        Landlord without any obligation or right to inquire as to whether such default
        exists and notwithstanding any notice from or claim from Tenant to the
        contrary.
 
 (b)           In
        the event Tenant shall default in the performance of its obligations under
        this
        Lease, Landlord at its option and without any obligation to do so, may require
        any subtenant to attorn to Landlord, in which event Landlord shall undertake
        the
        obligations of Tenant under such sublease from the time of the exercise of
        said
        option to the termination of such sublease; provided, however, Landlord shall
        not be liable for any prepaid rents or security deposit paid by such subtenant
        to Tenant or for any other prior defaults of Tenant under such
        sublease.
 
 15
 12.6           ***Transfer
        Premium from Assignment or Subletting***.  Landlord shall
        be entitled to receive from Tenant (as and when received by Tenant) as an
        item
        of additional rent one-half of all amounts received by Tenant from the assignee
        or subtenant in excess of the amounts payable by Tenant to Landlord hereunder
        (the “**Transfer Premium**”).  The Transfer Premium shall
        be reduced by the reasonable brokerage commissions, tenant improvement costs
        and
        legal fees actually paid by Tenant in order to assign the Lease or to sublet
        all
        or part of the Premises.  "Transfer Premium" shall mean all Base Rent,
        additional rent or other consideration of any type whatsoever payable by
        the
        assignee or subtenant in excess of the Base Rent and additional rent payable
        by
        Tenant under this Lease.  If less than all of the Premises is
        subleased, for purposes of calculating the Transfer Premium, the Base Rent
        and
        the additional rent due under this Lease shall be allocated to the subleased
        premises  on a per rentable square foot basis (e.g., if one-half of
        the Premises is subleased, for purposes of determining the amount of the
        Transfer Premium, one-half of the Base Rent and additional rent due under
        this
        Lease would be allocated to the subleased premises, and this amount would
        be
        subtracted from the base rent, additional rent and other monies payable to
        Tenant under the sublease).  "Transfer Premium" shall also include,
        but not be limited to, key money and bonus money paid by the assignee or
        subtenant to Tenant in connection with such Transfer, and any payment in
        excess
        of fair market value for services rendered by Tenant to the assignee or
        subtenant or for assets, fixtures, inventory, equipment, or furniture
        transferred by Tenant to the assignee or subtenant in connection with such
        Transfer.  Landlord and Tenant agree that the foregoing Transfer
        Premium is reasonable.
 
 12.7           ***Landlord's
        Option to Recapture Space***.  Notwithstanding anything to
        the contrary contained in this Section 12, Landlord shall have the option,
        by giving written notice to Tenant within twenty (20) days after receipt
        of any
        request by Tenant to assign this Lease or to sublease space in the Premises,
        to
        terminate this Lease with respect to said space as of the date thirty (30)
        days
        after Landlord's election.  In the event of a recapture by Landlord,
        if this Lease shall be canceled with respect to less than the entire Premises,
        the Base Rent, Tenant's Share of Operating Expense increases and the number
        of
        parking spaces Tenant may use shall be adjusted on the basis of the number
        of
        rentable square feet retained by Tenant in proportion to the number of rentable
        square feet contained in the original Premises, and this Lease as so amended
        shall continue thereafter in full force and effect, and upon request of either
        party, the parties shall execute written confirmation of same.  If
        Landlord recaptures only a portion of the Premises, it shall construct and
        erect
        at its sole cost such partitions as may be required to sever the space to
        be
        retained by Tenant from the space recaptured by Landlord.  Landlord
        may, at its option, lease any recaptured portion of the Premises to the proposed
        subtenant or assignee or to any other person or entity without liability
        to
        Tenant.  Tenant shall not be entitled to any portion of the profit, if
        any, Landlord may realize on account of such termination and
        reletting.  Tenant acknowledges that the purpose of this
        Section 12.7 is to enable Landlord to receive profit in the form of higher
        rent or other consideration to be received from an assignee or subtenant,
        to
        give Landlord the ability to meet additional space requirements of other
        tenants
        of the Project and to permit Landlord to control the leasing of space in
        the
        Project.  Tenant acknowledges and agrees that the requirements of this
        Section 12.7 are commercially reasonable and are consistent with the
        intentions of Landlord and Tenant.
 
 12.8           ***Landlord's
        Expenses***.  In the event Tenant shall assign this Lease
        or sublet the Premises or request the consent of Landlord to any Transfer,
        then
        Tenant shall pay (a) $500 to Landlord to compensate Landlord for its internal
        administrative costs in processing the request plus (b) Landlord's reasonable
        out-of-pocket costs and expenses incurred in connection therewith, including,
        but not limited to, attorneys', architects', accountants', engineers' or
        other
        consultants' fees; provided, however, Landlord shall not be entitled to recover
        more than Two Thousand Five Hundred Dollars ($2,500.00) of attorneys’ fees with
        respect to any one Transfer.
 
 13.           ***Default;
        Remedies***.
 
 13.1           ***Default
        by Tenant***.  Landlord and Tenant hereby agree that the
        occurrence of any one or more of the following events is a default by Tenant
        under this Lease and that said default shall give Landlord the rights described
        in Section 13.2.  Landlord or Landlord's authorized agent shall
        have the right to execute and to deliver any notice of default, notice to
        pay
        rent or quit or any other notice Landlord gives Tenant.
 
 (a)           Tenant's
        failure to make any payment of Base Rent, Tenant's Share of Operating Expense
        increases, Tenant's Share of Real Property Taxes, parking charges, charges
        for
        after hours HVAC, late charges, or any other payment required to be made
        by
        Tenant hereunder, as and when due, where such failure shall continue for
        a
        period of three (3) business days after written notice thereof from Landlord
        to
        Tenant.  In the event that Landlord serves Tenant with a notice to pay
        rent or quit pursuant to applicable unlawful detainer statutes, such notice
        shall also constitute the notice required by this
        Section 13.1(a).
 
 (b)           The
        abandonment of the Premises by Tenant coupled with the nonpayment of rent
        in
        which event Landlord shall not be obligated to give any notice of default
        to
        Tenant.
 
 (c)           The
        failure of Tenant to comply with any of its obligations under Sections 18
        and 19
        where Tenant fails to comply with its obligations or fails to cure any earlier
        breach of such obligation within ten (10) days following written notice from
        Landlord to Tenant.  In the event Landlord serves Tenant with a notice
        to quit or any other notice pursuant to applicable unlawful detainer statutes,
        said notice shall also constitute the notice required by this
        Section 13.1(c).
 
 (d)           The
        failure by Tenant to observe or perform any of the covenants, conditions
        or
        provisions of this Lease to be observed or performed by Tenant (other than
        those
        referenced in Sections 13.1(a), (b) and (c), above), where such failure
        shall continue for a period of ten (10) business days after written notice
        thereof from Landlord to Tenant; provided, however, that if the nature of
        Tenant's non-performance is such that more than ten (10) business days are
        reasonably required for its cure, then Tenant shall not be deemed to be in
        default if Tenant commences such cure within said ten (10) business day period
        and thereafter diligently pursues such cure to completion.  In the
        event that Landlord serves Tenant with a notice to quit or any other notice
        pursuant to applicable unlawful detainer statutes, said notice shall also
        constitute the notice required by this Section 13.1(d).
 
 16
 (e)           (i)  The
        making by Tenant or any guarantor of Tenant's obligations hereunder of any
        general arrangement or general assignment for the benefit of creditors; (ii)
        Tenant or any guarantor becoming a "debtor" as defined in 11
        U.S.C.  101 or any successor statute thereto (unless, in the case of a
        petition filed against Tenant or guarantor, the same is dismissed within
        sixty
        (60) days); (iii) 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
        thirty
        (30) days; (iv) 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 thirty
        (30)
        days; or (v) the insolvency of Tenant.  In the event that any
        provision of this Section 13.1(e) is unenforceable under applicable law,
        such provision shall be of no force or effect.
 
 (f)           The
        discovery by Landlord that any financial statement, representation or warranty
        given to Landlord by Tenant, or by any guarantor of Tenant's obligations
        hereunder, was materially false at the time given.  Tenant
        acknowledges that Landlord has entered into this Lease in material reliance
        on
        such information.
 
 (g)           If
        Tenant is a corporation, limited liability company or a partnership, the
        dissolution or liquidation of Tenant.
 
 (h)           If
        Tenant's obligations under this Lease are guaranteed:  (i) the death
        of a guarantor, (ii) the termination of a guarantor's liability with respect
        to
        this Lease other than in accordance with the terms of such guaranty, (iii)
        a
        guarantor's becoming insolvent or the subject of a bankruptcy filing, (iv)
        a
        guarantor's refusal to honor the guaranty, (v)  a guarantor's breach
        of its guaranty obligation on an anticipatory breach basis or (vi) if the
        guarantor is a corporation, limited liability company or partnership, the
        dissolution of the guarantor or the termination of the guarantor’s
        existence.
 
 13.2           ***Remedies***.
 
 (a)           In
        the event of any default or breach of this Lease by Tenant, Landlord may,
        at any
        time thereafter, with or without notice or demand, and without limiting Landlord
        in the exercise of any right or remedy which Landlord may have by reason
        of such
        default:
 
 (i)           terminate
        Tenant's right to possession of the Premises by any lawful means, in which
        case
        this Lease and the term hereof shall terminate and Tenant shall immediately
        surrender possession of the Premises to Landlord.  If Landlord
        terminates this Lease, Landlord may recover from Tenant (A) the worth at
        the
        time of award of the unpaid rent which had been earned at the time of
        termination; (B) the worth at the time of award of the amount by which the
        unpaid rent which would have been earned after termination until the time
        of
        award exceeds the amount of such rental loss that Tenant proves could have
        been
        reasonably avoided; (C) the worth at the time of award of the amount by which
        the unpaid rent for the balance of the term after the time of award exceeds
        the
        amount of such rental loss that Tenant proves could be reasonably avoided;
        and
        (D) any other amount necessary to compensate Landlord for all detriment
        proximately caused by Tenant's failure to perform its obligations under the
        Lease or which in the ordinary course of things would be likely to result
        therefrom, including, but not limited to, the cost of recovering possession
        of
        the Premises, expenses of releasing, including necessary renovation and
        alteration of the Premises, reasonable attorneys' fees, any real estate
        commissions actually paid by Landlord and the unamortized value of any free
        rent, reduced rent, tenant improvement allowance or other economic concessions
        provided by Landlord.  The "worth at time of award" of the amounts
        referred to in Section 13.2(a)(i)(A) and (B) shall be computed by allowing
        interest at the lesser of ten percent (10%) per annum or the maximum interest
        rate permitted by applicable law.  The worth at the time of award of
        the amount referred to in Section 13.2(a)(i)(C) shall be computed by
        discounting such amount at the discount rate of the Federal Reserve Bank
        of San
        Francisco at the time of award plus one percent (1%).  For purposes of
        this Section 13.2(a)(i), "rent" shall be deemed to be all monetary
        obligations required to be paid by Tenant pursuant to the terms of this
        Lease;
 
 (ii)           maintain
        Tenant's right of possession in which event Landlord shall have the remedy
        described in California Civil Code Section 1951.4 which permits Landlord to
        continue this Lease in effect after Tenant's breach and abandonment and recover
        rent as it becomes due.  In the event Landlord elects to continue this
        Lease in effect, Tenant shall have the right to sublet the Premises or assign
        Tenant's interest in the Lease subject to the reasonable requirements contained
        in Section 12 of this Lease and provided further that Landlord shall not
        require compliance with any standard or condition contained in Section 12
        that has become unreasonable at the time Tenant seeks to sublet or assign
        the
        Premises pursuant to this Section 13.2(a)(ii);
 
 (iii)           collect
        sublease rents (or appoint a receiver to collect such rent) and otherwise
        perform Tenant's obligations at the Premises, it being agreed, however, that
        the
        appointment of a receiver for Tenant shall not constitute an election by
        Landlord to terminate this Lease; and
 
 (iv)           pursue
        any other remedy now or hereafter available to Landlord under the laws or
        judicial decisions of the state in which the Premises are located.
 
 17
 (b)           No
        remedy or election hereunder shall be deemed exclusive, but shall, wherever
        possible, be cumulative with all other remedies at law or in
        equity.  The expiration or termination of this Lease and/or the
        termination of Tenant's right to possession of the Premises shall not relieve
        Tenant of liability under any indemnity provisions of this Lease as to matters
        occurring or accruing during the term of the Lease or by reason of Tenant's
        occupancy of the Premises.
 
 (c)           If
        Tenant abandons the Premises, Landlord may re-enter the Premises and such
        re-entry shall not be deemed to constitute Landlord's election to accept
        a
        surrender of the Premises or to otherwise relieve Tenant from liability for
        its
        breach of this Lease.  No surrender of the Premises shall be effective
        against Landlord unless Landlord has entered into a written agreement with
        Tenant in which Landlord expressly agrees to  accept a surrender of
        the Premises and  relieve Tenant of liability under the
        Lease.  The delivery by Tenant to Landlord of possession of the
        Premises shall not constitute the termination of the Lease or the surrender
        of
        the Premises.
 
 13.3           ***Default
        by Landlord***.  Landlord shall not be in default under
        this Lease unless Landlord fails to perform obligations required of Landlord
        within thirty (30) days after written notice by Tenant to Landlord and to
        the
        holder of any mortgage or deed of trust encumbering the Project whose name
        and
        address shall have theretofore been furnished to Tenant in writing, specifying
        wherein Landlord has failed to perform such obligation; provided, however,
        that
        if the nature of Landlord's obligation is such that more than thirty (30)
        days
        are required for its cure, then Landlord shall not be in default if Landlord
        commences performance within such thirty (30) day period and thereafter
        diligently pursues the same to completion.  In no event shall Tenant
        have the right to terminate this Lease as a result of Landlord's default,
        and
        Tenant's remedies shall be limited to damages and/or an
        injunction.  Tenant hereby waives its right to recover consequential
        damages (including, but not limited to, lost profits) or punitive damages
        arising out of a Landlord default.  This Lease and the obligations of
        Tenant hereunder shall not be affected or impaired because Landlord is unable
        to
        fulfill any of its obligations hereunder or is delayed in doing so, if such
        inability or delay is caused by reason of a Force Majeure Event, and the
        time
        for Landlord's performance shall be extended for the period of any such
        delay.  Any claim, demand, right or defense by Tenant that arises out
        of this Lease or the negotiations which preceded this Lease shall be barred
        unless Tenant commences an action thereon, or interposes a defense by reason
        thereof, within six (6) months after the date of the inaction, omission,
        event
        or action that gave rise to such claim, demand, right or defense.
 
 13.4           ***Late
        Charges***.  Tenant hereby acknowledges that late payment
        by Tenant to Landlord of Base Rent, Tenant's Share of Operating Expense or
        Real
        Property Tax increases, parking charges, after hours HVAC charges,  or
        other sums due hereunder will cause Landlord to incur costs not contemplated
        by
        this Lease, the exact amount of which will be extremely difficult to
        ascertain.  Such costs include, but are not limited to, processing and
        accounting charges and late charges which may be imposed on Landlord by the
        terms of any mortgage or trust deed encumbering the
        Project.  Accordingly, if any installment of Base Rent, Tenant's Share
        of Operating Expense or Real Property Tax increases, parking charges, after
        hours HVAC charges or any other sum due from Tenant shall not be received
        by
        Landlord within five (5) days after such amount shall be due, then, without
        any
        requirement for notice or demand to Tenant, Tenant shall immediately pay
        to
        Landlord a late charge equal to six percent (6%) of such overdue
        amount.  The parties hereby agree that such late charge represents a
        fair and reasonable estimate of the costs Landlord will incur by reason of
        late
        payment by Tenant.  Acceptance of such late charge by Landlord shall
        in no event constitute a waiver of Tenant's default with respect to such
        overdue
        amount, nor prevent Landlord from exercising any of the other rights and
        remedies granted hereunder including the assessment of interest under
        Section 13.5.
 
 13.5           ***Interest
        on Past-due Obligations***.  Except as expressly herein
        provided, any amount due to Landlord that is not paid when due shall bear
        interest at the lesser of ten percent (10%) per annum or the maximum rate
        permitted by applicable law.  Payment of such interest shall not
        excuse or cure any default by Tenant under this Lease; provided, however,
        that
        interest shall not be payable on late charges incurred by Tenant nor on any
        amounts upon which late charges are paid by Tenant.
 
 13.6           ***Payment
        of Rent and Security Deposit after Default***.  If Tenant
        fails to pay Base Rent, Tenant's Share of Operating Expense or Real Property
        Tax
        increases, parking charges or any other monetary obligation due hereunder
        on the
        date it is due, after Tenant's third failure to pay any monetary obligation
        on
        the date it is due, at Landlord's option, all monetary obligations of Tenant
        hereunder shall thereafter be paid by cashiers check, and Tenant shall, upon
        demand, provide Landlord with an additional security deposit equal to three
        (3)
        months' Base Rent.  If Landlord has required Tenant to make said
        payments by cashiers check or to provide an additional security deposit,
        Tenant's failure to make a payment by cashiers check or to provide the
        additional security deposit shall be a default hereunder.
 
 14.           ***Landlord's
        Right to Cure Default; Payments by Tenant***.  All
        covenants and agreements to be kept or performed by Tenant under this Lease
        shall be performed by Tenant at Tenant's sole cost and expense and without
        any
        reduction of rent.  If Tenant shall fail to perform any of its
        obligations under this Lease, within a reasonable time after such performance
        is
        required by the terms of this Lease, Landlord may, but shall not be obligated
        to, after three (3) days prior written notice to Tenant, make any such payment
        or perform any such act on Tenant's behalf without waiving its rights based
        upon
        any default of Tenant and without releasing Tenant from any obligations
        hereunder.  Tenant shall pay to Landlord, within ten (10) days after
        delivery by Landlord to Tenant of statements therefore, an amount equal to
        the
        expenditures reasonably made by Landlord in connection with the remedying
        by
        Landlord of Tenant's defaults pursuant to the provisions of this
        Section 14.
 
 18
 15.           ***Condemnation***.  If
        any portion of the Premises or the Project are taken under the power of eminent
        domain, or sold under the threat of the exercise of said power (all of which
        are
        herein called "condemnation"), this Lease shall terminate as to the part
        so
        taken as of the date the condemning authority takes title or possession,
        whichever first occurs; provided that if so much of the Premises or Project
        are
        taken by such condemnation as would substantially and adversely affect the
        operation and profitability of Tenant's business conducted from the Premises,
        and said taking lasts for ninety (90) days or more, Tenant shall have the
        option, to be exercised only in writing within thirty (30) days after Landlord
        shall have given Tenant written notice of such taking (or in the absence
        of such
        notice, within thirty (30) days after the condemning authority shall have
        taken
        possession), to terminate this Lease as of the date the condemning authority
        takes such possession.  If a taking lasts for less than ninety (90)
        days, Tenant's rent shall be abated during said period but Tenant shall not
        have
        the right to terminate this Lease.  If Tenant does not terminate this
        Lease in accordance with the foregoing, this Lease shall remain in full force
        and effect as to the portion of the Premises remaining, except that the rent
        and
        Tenant's Share of Operating Expenses shall be reduced in the proportion that
        the
        usable floor area of the Premises taken bears to the total usable floor area
        of
        the Premises.  Common Areas taken shall be excluded from the Common
        Areas usable by Tenant and no reduction of rent shall occur with respect
        thereto
        or by reason thereof.  Landlord shall have the option in its sole
        discretion to terminate this Lease as of the taking of possession by the
        condemning authority, by giving written notice to Tenant of such election
        within
        thirty (30) days after receipt of notice of a taking by condemnation of any
        part
        of the Premises or the Project.  Any award for the taking of all or
        any part of the Premises or the Project under the power of eminent domain
        or any
        payment made under threat of the exercise of such power shall be the property
        of
        Landlord, whether such award shall be made as compensation for diminution
        in
        value of the leasehold, for good will, for the taking of the fee, as severance
        damages, or as damages for tenant improvements; provided, however, that Tenant
        shall be entitled to any separate award for loss of or damage to Tenant's
        removable personal property and for moving expenses.  In the event
        that this Lease is not terminated by reason of such condemnation, and subject
        to
        the requirements of any lender that has made a loan to Landlord encumbering
        the
        Project, Landlord shall to the extent of severance damages received by Landlord
        in connection with such condemnation, repair any damage to the Project caused
        by
        such condemnation except to the extent that Tenant has been reimbursed therefor
        by the condemning authority.    This section, not general
        principles of law or California Code of Civil Procedure Sections 1230.010
        et seq., shall govern the rights and obligations of Landlord and Tenant with
        respect to the condemnation of all or any portion of the Project.
 
 16.           ***Vehicle
        Parking***.
 
 16.1           ***Use
        of Parking Facilities***.  During the term and subject to
        the rules and regulations attached hereto as Exhibit "C," as modified by
        Landlord from time to time (the "**Rules**"), Tenant shall be
        entitled to use the number of parking spaces set forth in Section 1.18 in
        the parking facility of the Project.  Landlord may, in its sole
        discretion, assign tandem parking spaces to Tenant and designate the location
        of
        any reserved parking spaces.  For purposes of this Lease, a "parking
        space" refers to the space in which one (1) motor vehicle is intended to
        park
        (e.g., a tandem parking stall includes two parking spaces).  Landlord
        reserves the right at any time to relocate Tenant's reserved and unreserved
        parking spaces.  If Tenant commits or allows in the parking facility
        any of the activities prohibited by the Lease or the Rules, then Landlord
        shall
        have the right, without notice, in addition to such other rights and remedies
        that it may have, to remove or tow away the vehicle involved and charge the
        cost
        to Tenant, which cost shall be immediately payable by Tenant upon demand
        by
        Landlord.  Tenant's parking rights are the personal rights of Tenant
        and Tenant shall not transfer, assign, or otherwise convey its parking rights
        separate and apart from this Lease.
 
 16.2           ***Parking
        Charges***.  The initial monthly parking rate per parking
        space is set forth in Section 1.19 and is subject to change by Landlord, in
        Landlord's sole discretion, upon five (5) days prior written notice to Tenant;
        provided, however, during the initial four (4) year term of this Lease, Tenant
        shall not pay any parking charges for the spaces described in Section
        1.18.  Monthly parking fees shall be payable in advance prior to the
        first day of each calendar month.  Visitor parking rates shall be
        determined by Landlord from time to time in Landlord's sole
        discretion.  The parking rates charged to Tenant or Tenant's visitors
        may not be the lowest parking rates charged by Landlord for the use of the
        parking facility.  Notwithstanding anything to the contrary contained
        herein, any tax imposed on the privilege of occupying space in the parking
        facility, upon the revenues received by Landlord from the parking facility
        or
        upon the charges paid for the privilege of using the parking facility by
        any
        governmental or quasi-governmental entity may be added by Landlord to the
        monthly parking charges paid by Tenant at any time, or Landlord may require
        Tenant and other persons using the parking facility to pay said amounts directly
        to the taxing authority.
 
 17.           ***Broker's
        Fee***. Tenant and Landlord each represent and warrant to the other
        that neither has had any dealings or entered into any agreements with any
        person, entity, broker or finder other than the persons, if any, listed in
        Section 1.20, in connection with the negotiation of this Lease, and no
        other broker, person, or entity is entitled to any commission or finder's
        fee in
        connection with the negotiation of this Lease, and Tenant and Landlord each
        agree to indemnify, defend and hold the other harmless from and against any
        claims, damages, costs, expenses, attorneys' fees or liability for compensation
        or charges which may be claimed by any such unnamed broker, finder or other
        similar party by reason of any dealings, actions or agreements of the
        indemnifying party.
 
 18.           ***Estoppel
        Certificate***.
 
 18.1           ***Delivery
        of Certificate***.  Tenant shall from time to time upon not
        less than ten (10) days' prior written notice from Landlord execute, acknowledge
        and deliver to Landlord a statement in writing certifying such information
        as
        Landlord may reasonably request including, but not limited to, the following:
        (a) 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) (b) the date to which the Base Rent
        and
        other charges are paid in advance and the amounts so payable, (c) that there
        are
        not, to Tenant's knowledge, any uncured defaults or unfulfilled obligations
        on
        the part of Landlord, or specifying such defaults or unfulfilled obligations,
        if
        any are claimed, (d) that all tenant improvements to be constructed by Landlord,
        if any, have been completed in accordance with Landlord's obligations and
        (e)
        that Tenant has taken possession of the Premises.  Any such statement
        may be conclusively relied upon by any prospective purchaser or encumbrancer
        of
        the Project.
 
 19
 18.2           ***Failure
        to Deliver Certificate***.  At Landlord's option, the
        failure of Tenant to deliver such statement within such time shall constitute
        a
        default of Tenant hereunder, or it shall be conclusive upon Tenant
        that  this (a)Lease is in full force and effect, without modification
        except as may be represented by Landlord, (b) there are no uncured defaults
        in
        Landlord's performance, (c) not more than one month's Base Rent has been
        paid in
        advance, (d) all tenant improvements to be constructed by Landlord, if any,
        have
        been completed in accordance with Landlord's obligations and (e) Tenant has
        taken possession of the Premises.
 
 19.           ***Financial
        Information***.  From time to time, at Landlord's request,
        Tenant shall cause the following financial information to be delivered to
        Landlord, at Tenant's sole cost and expense, upon not less than ten (10)
        business days' advance written notice from Landlord: (a) a current financial
        statement for Tenant and Tenant's financial statements for the previous two
        accounting years, (b) a current financial statement for any guarantor(s)
        of this
        Lease and the guarantor'(s) financial statements for the previous two accounting
        years and (c) such other financial information pertaining to Tenant or any
        guarantor as Landlord or any lender or purchaser of Landlord may reasonably
        request.  All financial statements shall be prepared in accordance
        with generally accepted accounting principles consistently applied and, if
        such
        is the normal practice of Tenant, shall be audited or reviewed by an independent
        certified public accountant (as required under applicable securities laws
        and
        regulations).  Tenant hereby authorizes Landlord, from time to time,
        without notice to Tenant, to obtain a credit report or credit history on
        Tenant
        from any credit reporting company.
 
 20.           ***Landlord's
        Liability***.  Tenant acknowledges that Landlord shall have
        the right to transfer all or any portion of its interest in the Project and
        to
        assign this Lease to the transferee.  Tenant agrees that in the event
        of such a transfer Landlord shall automatically be released from all liability
        under this Lease; and Tenant hereby agrees to look solely to Landlord's
        transferee for the performance of Landlord's obligations hereunder after
        the
        date of the transfer.  Upon such a transfer, Landlord shall, at its
        option, return Tenant's security deposit to Tenant or transfer Tenant's security
        deposit to Landlord's transferee and, in either event, Landlord shall have
        no
        further liability to Tenant for the return of its security
        deposit.  Subject to the rights of any lender holding a mortgage or
        deed of trust encumbering all or part of the Project, Tenant agrees to look
        solely to Landlord's equity interest in the Project for the collection of
        any
        judgment requiring the payment of money by Landlord arising out of (a)
        Landlord's failure to perform its obligations under this Lease or (b) the
        negligence or willful misconduct of Landlord, its partners, employees and
        agents.  No other property or assets of Landlord shall be subject to
        levy, execution or other enforcement procedure for the satisfaction of any
        judgment or writ obtained by Tenant against Landlord.  No partner,
        employee or agent of Landlord shall be personally liable for the performance
        of
        Landlord's obligations hereunder or be named as a party in any lawsuit arising
        out of or related to, directly or indirectly, this Lease and the obligations
        of
        Landlord hereunder.  The obligations under this Lease do not
        constitute personal obligations of the individual partners of Landlord, if
        any,
        and Tenant shall not seek recourse against the individual partners of Landlord
        or their assets.
 
 21.           ***Indemnity***.  Tenant
        hereby agrees to indemnify, defend and hold harmless Landlord and its employees,
        partners, agents, property managers, contractors, lenders and ground lessors
        (said persons and entities are hereinafter collectively referred to as the
        "**Indemnified Parties**") from and against any and all liability,
        loss, cost, damage, claims, loss of rents, liens, judgments, penalties, fines,
        settlement costs, investigation costs, the cost of consultants and experts,
        attorneys fees, court costs and other legal expenses, the effects of
        environmental contamination, the cost of environmental testing, the removal,
        remediation and/or abatement of Hazardous Substances or Medical Waste (as
        said
        terms are defined below), insurance policy deductibles and other expenses
        (hereinafter collectively referred to as "**Damages**") arising out
        of or related to an "**Indemnified Matter**" (as defined
        below).  For purposes of this Section 21, an "**Indemnified
        Matter**" shall mean any matter for which one or more of the Indemnified
        Parties incurs liability or Damages if the liability or Damages arise out
        of or
        involve, directly or indirectly,  Tenant's or its employees, agents,
        contractors or invitees (all of said persons or entities are hereinafter
        collectively referred to as "**Tenant Parties**") use or occupancy
        of the Premises or the Project,  or any act, omission or neglect of a
        Tenant Party,  Tenant's failure to perform any of its obligations
        under the Lease,  the existence, use or disposal of any Hazardous
        Substance (as defined in Section 23 below) brought on to the project by a
        Tenant Party,  the existence, use or disposal of any Medical Waste (as
        defined in Section 24 below) brought on to the Project by a Tenant Party
        or  any other matters for which Tenant has agreed to indemnify
        Landlord pursuant to any other provision of this Lease.  Tenant's
        obligations hereunder shall include, but shall not be limited
        to  compensating the Indemnified Parties for Damages arising out of
        Indemnified Matters within ten (10) business days after written demand from
        an
        Indemnified Party and  providing a defense, with counsel reasonably
        satisfactory to the Indemnified Party, at Tenant's sole expense, within ten
        (10)
        business days after written demand from the Indemnified Party, of any claims,
        action or proceeding arising out of or relating to an Indemnified Matter
        whether
        or not litigated or reduced to judgment and whether or not well
        founded.  If Tenant is obligated to compensate an Indemnified Party
        for Damages arising out of an Indemnified Matter, Landlord shall have the
        immediate and unconditional right, but not the obligation, without notice
        or
        demand to Tenant, to pay the damages and Tenant shall, upon ten (10) business
        days advance written notice from Landlord, reimburse Landlord for the costs
        incurred by Landlord.  By way of example, and not limitation, Landlord
        shall have the immediate and unconditional right to cause any damages to
        the
        Common Areas, another tenant's premises or to any other part of the Project
        to
        be repaired and to compensate other tenants of the Project or other persons
        or
        entities for Damages arising out of an Indemnified Matter.  The
        Indemnified Parties need not first pay any Damages to be indemnified
        hereunder.  Tenant's obligations under this section shall not be
        released, reduced or otherwise limited because one or more of the Indemnified
        Parties are or may be actively or passively negligent with respect to an
        Indemnified Matter or because an Indemnified Party is or was partially
        responsible for the Damages incurred.  This indemnity is intended to
        apply to the fullest extent permitted by applicable law.  Tenant's
        obligations under this section shall survive the expiration or termination
        of this Lease unless specifically waived in writing by Landlord after said
        expiration or termination.  Notwithstanding anything to the contrary
        contained in this section, Tenant shall not be obligated to indemnify an
        Indemnified Party from liability to the extent such liability arises out
        of the
        Indemnified Party's negligence.
 
 20
 22.           ***Signs***.  Tenant
        shall not place any sign upon the Premises (including on the inside or the
        outside of the doors or windows of the Premises) or the Project without
        Landlord's prior written consent, which may be given or withheld in Landlord's
        sole discretion.  Landlord shall have the right to place any sign it
        deems appropriate on any portion of the Project except the interior of the
        Premises.  Any sign Landlord permits Tenant to place upon the Premises
        shall be maintained by Tenant, at Tenant's sole expense.  If Landlord
        permits Tenant to include its name in the Building's directory, the cost
        of
        placing Tenant's name in the directory and the cost of any subsequent
        modifications thereto shall be paid by Tenant, at Tenant's sole
        expense.
 
 23.           ***Hazardous
        Substances***.
 
 23.1           ***Definition
        and Consent***.  The term "**Hazardous
        Substance**" as used in this Lease shall mean any product, substance,
        chemical, material or waste whose presence, nature, quantity and/or intensity
        of
        existence, use, manufacture, disposal, transportation, spill, release or
        affect,
        either by itself or in combination with other materials expected to be on
        the
        Premises, is either: (a) potentially injurious to the public health, safety
        or
        welfare, the environment or the Premises, (b) regulated or monitored by any
        governmental entity, (c) a basis for liability of Landlord to any governmental
        entity or third party under any federal, state or local statute or common
        law
        theory or (d) defined as a hazardous material or substance by any federal,
        state
        or local law or regulation.  Except for small quantities of ordinary
        office supplies such as copier toner, liquid paper, glue, ink and common
        household cleaning materials, Tenant shall not cause or permit any Hazardous
        Substance to be brought, kept, or used in or about the Premises or the Project
        by Tenant, its agents, employees, contractors or invitees.
 
 23.2           ***Duty
        to Inform Landlord***.  If Tenant knows, or has reasonable
        cause to believe, that a Hazardous Substance, or a condition involving or
        resulting from same, has come to be located in, on or under or about the
        Premises or the Project, Tenant shall immediately give written notice of
        such
        fact to Landlord.  Tenant shall also immediately give Landlord
        (without demand by Landlord) a copy of any statement, report, notice,
        registration, application, permit, license, given to or received from, any
        governmental authority or private party, or persons entering or occupying
        the
        Premises, concerning the presence, spill, release, discharge of or exposure
        to,
        any Hazardous Substance or contamination in, on or about the Premises or
        the
        Project.
 
 23.3           ***Inspection;
        Compliance***.  Landlord and Landlord's employees, agent,
        contractors and lenders shall have the right to enter the Premises at any
        time
        in the case of an emergency, and otherwise at reasonable times, for the purpose
        of inspecting the condition of the Premises and for verifying compliance
        by
        Tenant with this Section 23.  Landlord shall have the right to
        employ experts and/or consultants in connection with its examination of the
        Premises and with respect to the installation, operation, use, monitoring,
        maintenance, or removal of any Hazardous Substance on or from the
        Premises.  The costs and expenses of any such inspections shall be
        paid by the party requesting same, unless a contamination, caused or materially
        contributed to by Tenant, is found to exist or be imminent, or unless the
        inspection is requested or ordered by governmental authority as the result
        of
        any such existing or imminent violation or contamination.  In any such
        case, Tenant shall upon request reimburse Landlord for the cost and expenses
        of
        such inspection.
 
 23.4           ***No
        Liability for Acts of Others***.  Notwithstanding anything
        to the contrary contained in this Lease, Tenant shall only be liable pursuant
        to
        this Section 23 for the acts of Tenant and Tenant Parties, and Tenant shall
        not
        be liable for the acts of persons or entities other than Tenant and Tenant
        Parties nor shall Tenant be responsible or liable for contamination that
        existed
        at the Premises on the Commencement Date or for contamination emanating from
        neighboring land.
 
 24.           ***Medical
        Waste***.
 
 24.1           ***Definition***.  The
        term "**Medical Waste**" shall mean the types of waste described in
        Section 25023.2 of California's Health and Safety Code and any similar type
        of waste.  Unless specifically permitted by Section 6 of this
        Lease to use the Premises for medical office uses, Tenant shall not cause
        or
        permit any Medical Waste to be brought, kept or used in or about the Premises
        or
        the Project by Tenant, its employees, agents, contractors or
        invitees.
 
 24.2           ***Disposal
        of Medical Waste***.  Tenant hereby agrees, at Tenant's
        sole expense, to dispose of its Medical Waste in compliance with all federal,
        state and local laws, rules and regulations relating to the disposal of Medical
        Waste and to dispose of the Medical Waste in a prudent and reasonable
        manner.  Tenant shall not place any Medical Waste in refuse containers
        emptied by Landlord's janitorial staff or in the Project's refuse
        containers.  At Landlord's option, in Landlord's sole discretion,
        Landlord shall have the right, upon sixty (60) days' advance written notice
        to
        Tenant, at any time and from time to time, to elect to provide Medical Waste
        disposal services to Tenant.  If Landlord elects to provide Medical
        Waste disposal services to Tenant, all costs incurred by Landlord in providing
        such services shall be paid by Tenant to Landlord as additional
        rent.  Landlord may bill Tenant for said costs based upon the actual
        cost of providing said services to Tenant, as determined by Landlord, in
        Landlord's sole discretion, or Landlord may bill said expenses based upon
        Tenant's Share of the total cost of providing said services.
 
 21
 24.3           ***Duty
        to Inform Landlord***.  Within ten (10) days following
        Landlord's written request, Tenant shall provide Landlord with any information
        requested by Landlord concerning the existence, generation or disposal of
        Medical Waste at the Premises, including, but not limited to, the following
        information: (a) the name, address and telephone number of the person or
        entity
        employed by Tenant to dispose of its Medical Waste, including a copy of any
        contract with said person or entity, (b) a list of each type of Medical Waste
        generated by Tenant at the Premises and a description of how Tenant disposes
        of
        said Medical Waste, (c) a copy of any laws, rules or regulations in Tenant's
        possession relating to the disposal of the Medical Waste generated by Tenant,
        and (d) copies of any licenses or permits obtained by Tenant in order to
        generate or dispose of said Medical Waste.  Tenant shall also
        immediately provide to Landlord (without demand by Landlord) a copy of any
        notice, registration, application, permit, or license given to or received
        from
        any governmental authority or private party, or persons entering or occupying
        the Premises, concerning the presence, release, exposure or disposal of any
        Medical Waste in or about the Premises or the Project.
 
 24.4           ***Inspection;
        Compliance***.  Landlord and Landlord's employees, agents,
        contractors and lenders shall have the right to enter the Premises at any
        time
        in the case of an emergency, and otherwise at reasonable times, for the purpose
        of verifying compliance by Tenant with this Section 24.  Landlord
        shall have the right to employ experts and/or consultants in connection with
        its
        examination of the Premises and with respect to the generation and disposal
        of
        Medical Waste on or from the Premises.  The cost and expenses of any
        such inspection shall be paid by Landlord, unless it is determined that Tenant
        is not disposing of its Medical Waste in a manner permitted by applicable
        law,
        in which case Tenant shall immediately reimburse Landlord for the cost of
        such
        inspection.
 
 25.           ***Tenant
        Improvements***.  Tenant acknowledges and agrees that
        Landlord shall not be obligated to construct any tenant improvements on behalf
        of Tenant unless it is obligated to do so pursuant to a work letter agreement
        (the "**Work Letter**") that is attached to this Lease as an
        exhibit. Except as set forth in a Work Letter, it is specifically understood
        and
        agreed that Landlord has no obligation and has made no promises to alter,
        remodel, improve, renovate, repair or decorate the Premises, the Project,
        or any
        part thereof, or to provide any allowance for such purposes, and that no
        representations respecting the condition of the Premises or the Project have
        been made by Landlord to Tenant.
 
 26.           ***Subordination***.
 
 26.1           ***Effect
        of Subordination***.  This Lease, and any Option (as
        defined in Section 27 below) granted hereby, upon Landlord's written
        election, shall be subject and subordinate to any ground lease, mortgage,
        deed
        of trust, or any other hypothecation or security now or hereafter placed
        upon
        the Project and to any and all advances made on the security thereof and
        to all
        renewals, modifications, consolidations, replacements and extensions
        thereof.  Notwithstanding such subordination, Tenant's right to quiet
        possession of the Premises shall not be disturbed if Tenant is not in default
        and so long as Tenant shall pay the rent and observe and perform all of the
        provisions of this Lease, unless this Lease is otherwise terminated pursuant
        to
        its terms.  At the request of any mortgagee, trustee or ground lessor,
        Tenant shall attorn to such person or entity.  If any mortgagee,
        trustee or ground lessor shall elect to have this Lease and any Options granted
        hereby prior to the lien of its mortgage, deed of trust or ground lease,
        and
        shall give written notice thereof to Tenant, this Lease and such Options
        shall
        be deemed prior to such mortgage, deed of trust or ground lease, whether
        this
        Lease or such Options are dated prior or subsequent to the date of said
        mortgage, deed of trust or ground lease or the date of recording
        thereof.  In the event of the foreclosure of a security device, the
        new owner shall not (a) be liable for any act or omission of any prior landlord
        or with respect to events occurring prior to its acquisition of title, (b)
        be
        liable for the breach of this Lease by any prior landlord,  be subject
        to any offsets or defenses which Tenant may have against the prior landlord
        or
        (c) be liable to Tenant for the return of its security deposit.
 
 26.2           ***Execution
        of Documents***.  Tenant agrees to execute and acknowledge
        any documents Landlord reasonably requests that Tenant execute to effectuate
        an
        attornment, a subordination, or to make this Lease or any Option granted
        herein
        prior to the lien of any mortgage, deed of trust or ground lease, as the
        case
        may be.  Tenant acknowledges that the subordination agreement may give
        the lender the right, in the lender's sole discretion, to continue this Lease
        in
        effect or to terminate this Lease in the event of a foreclosure
        sale.  Tenant's failure to execute such documents within ten (10)
        business days after written demand shall constitute a default by Tenant
        hereunder or, at Landlord's option, Landlord shall have the right to execute
        such documents on behalf of Tenant as Tenant's
        attorney-in-fact.  Tenant does hereby make, constitute and irrevocably
        appoint Landlord as Tenant's attorney-in-fact and in Tenant's name, place
        and
        stead, to execute such documents in accordance with this
        Section 26.2.
 
 27.           ***Options***.
 
 27.1           ***Definition***.  As
        used in this Lease, the word "**Option**" has the following
        meaning: (1) the right or option to extend the term of this Lease or to renew
        this Lease, (2) the option or right of first refusal to lease the Premises
        or
        the right of first offer to lease the Premises or the right of first refusal
        to
        lease other space within the Project or the right of first offer to lease
        other
        space within the Project, and (3) the right or option to terminate this Lease
        prior to its expiration date or to reduce the size of the
        Premises.  Any Option granted to Tenant by Landlord must be evidenced
        by a written option agreement attached to this Lease as a rider or addendum
        or
        said option shall be of no force or effect.  For purposes of this
        section, an Option shall also include any Option contained in any subsequent
        amendment to this Lease.
 
 27.2           ***Options
        Personal***.  Each Option granted to Tenant in this Lease,
        if any, is personal to the original Tenant or any entity which controls,
        is
        controlled by or under common control with Tenant and to whom Tenant assigns
        its
        interest in this Lease (an
“**Assuming****Affiliate**”) and may be exercised only
        by the original Tenant or an Assuming Affiliate while occupying the entire
        Premises and may not be exercised or be assigned, voluntarily or involuntarily,
        by or to any person or entity other than Tenant or an Assuming Affiliate,
        including, without limitation, any permitted transferee as defined in
        Section 12.  The Options, if any, herein granted to Tenant are
        not assignable separate and apart from this Lease, nor may any Option be
        separated from this Lease in any manner, either by reservation or
        otherwise.  If at any time an Option is exercisable by Tenant or an
        Assuming Affiliate, the Lease has been assigned to a person or entity other
        than
        an Affiliate, or a sublease exists as to any portion of the Premises to a
        person
        or entity other than an Affiliate, the Option shall be deemed null and void
        and
        neither Tenant nor any assignee or subtenant shall have the right to exercise
        the Option.
 
 22
 27.3           ***Multiple
        Options***.  In the event that Tenant has multiple Options
        to extend or renew this Lease a later Option cannot be exercised unless the
        prior Option to extend or renew this Lease has been so exercised.
 
 27.4           ***Effect
        of Default on Options***.  Tenant shall have no right to
        exercise an Option (i) during the time commencing from the date Landlord
        gives
        to Tenant a notice of default pursuant to Section 13.1 and continuing until
        the noncompliance alleged in said notice of default is cured, or (ii) if
        Tenant
        is in default of any of the terms, covenants or conditions of this
        Lease.  The period of time within which an Option may be exercised
        shall not be extended or enlarged by reason of Tenant's inability to exercise
        an
        Option because of the provisions of this Section 27.4.
 
 27.5           ***Limitations
        on Options***.  Notwithstanding anything to the contrary
        contained in any rider or addendum to this Lease, any options, rights of
        first
        refusal or rights of first offer granted hereunder shall be subject and
        secondary to Landlord's right to first offer and lease any such space to
        any
        tenant who is then occupying or leasing such space at the time the space
        becomes
        available for leasing and shall be subject and subordinated to any other
        options, rights of first refusal or rights of first offer previously given
        to
        any other person or entity.
 
 27.6           ***Notice
        of Exercise of Option***.  Notwithstanding anything to the
        contrary contained in Section 41, Tenant shall give written notice exercising
        the Option using certified mail return receipt requested or some other method
        where the person delivering the package containing the notice obtains a
        signature of the person accepting the package containing the notice (e.g.,
        by
        FedEx with the requirement that the FedEx delivery person obtain a signature
        from the person accepting the package).  It shall be the obligation of
        Tenant to prove that Landlord received the notice exercising the Option in
        a
        timely manner.
 
 27.7           ***Guarantees.***  Notwithstanding
        anything to the contrary contained in any rider or addendum to this Lease,
        Tenant's right to exercise and the effectiveness of an Option is conditioned
        upon Landlord's receipt from any prior tenant that has not been expressly
        released from liability under this Lease, and any guarantor of any obligation
        of
        Tenant under this Lease, of a written agreement satisfactory to Landlord,
        in
        Landlord’s sole discretion, reaffirming such person's obligations under this
        Lease or the guaranty, as modified by Tenant's exercise of the
        Option.
 
 28.           ***Landlord
        Reservations***.  Landlord shall have the right: (a) to
        change the name and address of the Project or Building upon not less than
        ninety
        (90) days prior written notice; (b) to, at Tenant's expense, provide and
        install
        Building standard graphics on or near the door of the Premises and such portions
        of the Common Areas as Landlord shall determine, in Landlord's sole discretion;
        (c) to permit any tenant the exclusive right to conduct any business as long
        as
        such exclusive right does not conflict with any rights expressly given herein;
        and (d) to place signs, notices or displays upon the roof, interior, exterior
        or
        Common Areas of the Project.  Tenant shall not use a representation
        (photographic or otherwise) of the Building or the Project or their name(s)
        in
        connection with Tenant's business or suffer or permit anyone, except in an
        emergency, to go upon the roof of the Building.  Landlord reserves the
        right to use the exterior walls of the Premises, and the area beneath, adjacent
        to and above the Premises together with the right to install, use, maintain
        and
        replace equipment, machinery, pipes, conduits and wiring through the Premises,
        which serve other parts of the Project provided that Landlord's use does
        not
        unreasonably interfere with Tenant's use of the Premises.
 
 29.           ***Changes
        to Project***. Landlord shall have the right, in Landlord's sole
        discretion, from time to time, to make changes to the size, shape, location,
        number and extent of the improvements comprising the Project (hereinafter
        referred to as "**Changes**") including, but not limited to, the
        Project interior and exterior, the Common Areas, elevators, escalators,
        restrooms, HVAC, electrical systems, communication systems, fire protection
        and
        detection systems, plumbing systems, security systems, parking control systems,
        driveways, entrances, parking spaces, parking areas and landscaped
        areas.  In connection with the Changes, Landlord may, among other
        things, erect scaffolding or other necessary structures at the Project, limit
        or
        eliminate access to portions of the Project, including portions of the Common
        Areas, or perform work in the Building, which work may create noise, dust
        or
        leave debris in the Building.  Tenant hereby agrees that such Changes
        and Landlord's actions in connection with such Changes shall in no way
        constitute a constructive eviction of Tenant or entitle Tenant to any abatement
        of rent.  Landlord shall have no responsibility or for any reason be
        liable to Tenant for any direct or indirect injury to or interference with
        Tenant's business arising from the Changes, nor shall Tenant be entitled
        to any
        compensation or damages from Landlord for any inconvenience or annoyance
        occasioned by such Changes or Landlord's actions in connection with such
        Changes.  Landlord shall use commercially reasonable efforts to
        minimize disruption to Tenant's business operations caused by
        Changes.
 
 30.           Intentionally
        deleted.
 
 23
 31.           ***Holding
        Over***.  If Tenant remains in possession of the Premises
        or any part thereof after the expiration or earlier termination of the term
        hereof with Landlord's consent, such occupancy shall be a tenancy from month
        to
        month upon all the terms and conditions of this Lease pertaining to the
        obligations of Tenant, except that the Base Rent payable shall be the greater
        of
        (a) one hundred fifty percent (150%) of the Base Rent payable immediately
        preceding the termination date of this Lease or (b) one hundred twenty-five
        percent (125%) of the fair market Base Rent for the Premises as of the date
        Tenant holds over, and all Options, if any, shall be deemed terminated and
        be of
        no further effect.  If Tenant remains in possession of the Premises or
        any part thereof after the expiration of the term hereof without Landlord's
        consent, Tenant shall, at Landlord's option, be treated as a tenant at
        sufferance or a trespasser.  Nothing contained herein shall be
        construed to constitute Landlord's consent to Tenant holding over at the
        expiration or earlier termination of the Lease term or to give Tenant the
        right
        to hold over after the expiration or earlier termination of the Lease
        term.  Tenant hereby agrees to indemnify, hold harmless and defend
        Landlord from any cost, loss, claim or liability (including attorneys' fees)
        Landlord may incur as a result of Tenant's failure to surrender possession
        of
        the Premises to Landlord upon the termination of this Lease.
 
 32.           ***Landlord's
        Access***.
 
 32.1           ***Access***.  Landlord
        and Landlord's agents, contractors and employees shall have the right to
        enter
        the Premises at reasonable times upon reasonable advance telephonic notice
        to
        Tenant (except in the case of any emergency, where no advance notice shall
        be
        required) for the purpose of inspecting the Premises, performing any services
        required of Landlord, showing the Premises to prospective purchasers, lenders,
        or tenants, undertaking safety measures and making alterations, repairs,
        improvements or additions to the Premises or to the Project.  In the
        event of an emergency, Landlord may gain access to the Premises by any
        reasonable means, and Landlord shall not be liable to Tenant for damage to
        the
        Premises or to Tenant's property resulting from such access.  Landlord
        may at any time place on or about the Building or the Project for sale or
        for
        lease signs.
 
 32.2           ***Keys***.  Landlord
        shall have the right to retain keys to the locks on the entry doors to the
        Premises and all interior doors at the Premises.  At Landlord's
        option, Landlord may require Tenant to obtain all keys to door locks at the
        Premises from Landlord's engineering staff or Landlord's locksmith and to
        only
        use Landlord's engineering staff or Landlord's locksmith to change locks
        at the
        Premises.  Tenant shall pay Landlord's or its locksmith's standard
        charge for all keys and other services obtained from Landlord's engineering
        staff or locksmith.
 
 33.           ***Security
        Measures***.  Tenant hereby acknowledges that Landlord
        shall have no obligation whatsoever to provide guard service or other security
        measures for the benefit of the Premises or the Project, and Landlord shall
        have
        no liability to Tenant due to its failure to provide such
        services.  Tenant assumes all responsibility for the protection of
        Tenant, its agents, employees, contractors and invitees and the property
        of
        Tenant and of Tenant's agents, employees, contractors and invitees from acts
        of
        third parties.  Nothing herein contained shall prevent Landlord, at
        Landlord's sole option, from implementing security measures for the Project
        or
        any part thereof, in which event Tenant shall participate in such security
        measures and the cost thereof shall be included within the definition of
        Operating Expenses, and Landlord shall have no liability to Tenant and its
        agents, employees, contractors and invitees arising out of Landlord's negligent
        provision of security measures.  Landlord shall have the right, but
        not the obligation, to require all persons entering or leaving the Project
        to
        identify themselves to a security guard and to reasonably establish that
        such
        person should be permitted access to the Project.
 
 34.           ***Easements***.  Landlord
        reserves to itself the right, from time to time, to grant such easements,
        rights
        and dedications that Landlord deems necessary or desirable, and to cause
        the
        recordation of parcel maps and restrictions, so long as such easements, rights,
        dedications, maps and restrictions do not unreasonably interfere with the
        use of
        the Premises by Tenant.  Tenant shall sign any of the aforementioned
        documents within ten (10) days after Landlord's request and Tenant's failure
        to
        do so shall constitute a default by Tenant.  The obstruction of
        Tenant's view, air, or light by any structure erected in the vicinity of
        the
        Project, whether by Landlord or third parties, shall in no way affect this
        Lease
        or impose any liability upon Landlord.
 
 35.           ***Transportation
        Management***.  Tenant shall fully comply at its sole
        expense with all present or future programs implemented or required by any
        governmental or quasi-governmental entity or Landlord to manage parking,
        transportation, air pollution, or traffic in and around the Project or the
        metropolitan area in which the Project is located.
 
 36.           ***Severability***.  The
        invalidity of any provision of this Lease as determined by a court of competent
        jurisdiction shall in no way affect the validity of any other provision
        hereof.
 
 37.           ***Time
        of Essence***.  Time is of the essence with respect to each
        of the obligations to be performed by Tenant and Landlord under this
        Lease.
 
 38.           ***Definition
        of Additional Rent***.  All monetary obligations of Tenant
        to Landlord under the terms of this Lease, including, but not limited to,
        Base
        Rent, Tenant's Share of Operating Expenses and Real Property Taxes, parking
        charges, late charges and charges for after hours HVAC shall be deemed to
        be
        rent.
 
 39.           ***Incorporation
        of Prior Agreements***.  This Lease and the attachments
        listed in Section 1.21 contain all agreements of the parties with respect
        to the lease of the Premises and any other matter mentioned
        herein.  No prior or contemporaneous agreement or understanding
        pertaining to any such matter shall be effective.  Except as otherwise
        stated in this Lease, Tenant hereby acknowledges that no real estate broker
        nor
        Landlord or any employee or agents of any of said persons has made any oral
        or
        written warranties or representations to Tenant concerning the condition
        or use
        by Tenant of the Premises or the Project or concerning any other matter
        addressed by this Lease.
 
 40.           ***Amendments***.  This
        Lease may be modified in writing only, signed by the parties in interest
        at the
        time of the modification.
 
 24
 41.           ***Notices***.  Subject
        to the requirements of Section 27.6 of this Lease, all notices required or
        permitted by this Lease shall be in writing and may be delivered (a) in person
        (by hand, by messenger or by courier service), (b) by U.S. Postal Service
        regular mail, (c) by U.S. Postal Service certified mail, return receipt
        requested, (d) by U.S. Postal Service Express Mail, Federal Express or other
        overnight courier, or (e) by facsimile transmission, and shall be deemed
        sufficiently given if served in a manner specified in this
        Section 41.  Any notice permitted or required hereunder, and any
        notice to pay rent or quit or similar notice, shall be deemed personally
        delivered to Tenant on the date the notice is personally delivered to any
        employee of Tenant at the Premises.  The addresses set forth in
        Section 1.22 of this Lease shall be the address of each party for notice
        purposes.  Landlord or Tenant may by written notice to the other
        specify a different address for notice purposes, except that upon Tenant's
        taking possession of the Premises, the Premises shall constitute Tenant's
        address for the purpose of mailing or delivering notices to Tenant.  A
        copy of all notices required or permitted to be given to Landlord hereunder
        shall be concurrently transmitted to such party or parties at such addresses
        as
        Landlord may from time to time hereinafter designate by written notice to
        Tenant.  Any notice sent by regular mail or by certified mail, return
        receipt requested, shall be deemed given three (3) days after deposited with
        the
        U.S. Postal Service.  Notices delivered by U.S. Express Mail, Federal
        Express or other courier shall be deemed given on the date delivered by the
        carrier to the appropriate party's address for notice purposes.  If
        any notice is transmitted by facsimile transmission, the notice shall be
        deemed
        delivered upon telephone confirmation of receipt of the transmission thereof
        at
        the appropriate party's address for notice purposes.  A copy of all
        notices delivered to a party by facsimile transmission shall also be mailed
        to
        the party on the date the facsimile transmission is completed.  If
        notice is received on Saturday, Sunday or a legal holiday, it shall be deemed
        received on the next business day.  Nothing contained herein shall be
        construed to limit Landlord's right to serve any notice to pay rent or quit
        or
        similar notice by any method permitted by applicable law, and any such notice
        shall be effective if served in accordance with any method permitted by
        applicable law whether or not the requirements of this section have been
        met.
 
 42.           ***Waivers***.  No
        waiver by Landlord or Tenant of any provision hereof shall be deemed a waiver
        of
        any other provision hereof or of any subsequent breach by Landlord or Tenant
        of
        the same or any other provision.  Landlord's consent to, or approval
        of, any act shall not be deemed to render unnecessary the obtaining of
        Landlord's consent to or approval of any subsequent act by
        Tenant.  The acceptance of rent hereunder by Landlord shall not be a
        waiver of any preceding breach by Tenant of any provision hereof, other than
        the
        failure of Tenant to pay the particular rent so accepted, regardless of
        Landlord's knowledge of such preceding breach at the time of acceptance of
        such
        rent.  No acceptance by Landlord of partial payment of any sum due
        from Tenant shall be deemed a waiver by Landlord of its right to receive
        the
        full amount due, nor shall any endorsement or statement on any check or
        accompanying letter from Tenant be deemed an accord and
        satisfaction.  Tenant hereby waives California Code of Civil Procedure
        Section 1179 and Civil Code Section 3275 which allow tenants to obtain
        relief from the forfeiture of a lease.  Tenant hereby waives for
        Tenant and all those claiming under Tenant all rights now or hereafter existing
        to redeem by order or judgment of any court or by legal process or writ,
        Tenant's right of occupancy of the Premises after any termination of this
        Lease.
 
 43.           ***Covenants***.  This
        Lease shall be construed as though Landlord's covenants contained herein
        are
        independent and not dependent and Tenant hereby waives the benefit of any
        statute to the contrary.  All provisions of this Lease to be observed
        or performed by Tenant are both covenants and conditions.
 
 44.           ***Binding
        Effect; Choice of Law***.  Subject to any provision hereof
        restricting assignment or subletting by Tenant, this Lease shall bind the
        parties, their heirs, personal representatives, successors and
        assigns.  This Lease shall be governed by the laws of the state in
        which the Project is located and any litigation concerning this Lease between
        the parties hereto shall be initiated in the county in which the Project
        is
        located.
 
 45.           ***Attorneys'
        Fees***.  If Landlord or Tenant brings an action to enforce
        the terms hereof or declare rights hereunder, the prevailing party in any
        such
        action, or appeal thereon, shall be entitled to its reasonable attorneys'
        fees
        and court costs to be paid by the losing party as fixed by the court in the
        same
        or separate suit, and whether or not such action is pursued to decision or
        judgment.  The attorneys' fee award shall not be computed in
        accordance with any court fee schedule, but shall be such as to fully reimburse
        all attorneys' fees and court costs reasonably incurred in good
        faith.  Landlord shall be entitled to reasonable attorneys' fees and
        all other costs and expenses incurred in the preparation and service of notices
        of default and consultations in connection therewith, whether or not a legal
        action is subsequently commenced in connection with such
        default.  Landlord and Tenant agree that attorneys' fees incurred with
        respect to defaults and bankruptcy are actual pecuniary losses within the
        meaning of Section 365(b)(1)(B) of the Bankruptcy Code or any successor
        statute.
 
 46.           ***Auctions***.  Tenant
        shall not conduct, nor permit to be conducted, either voluntarily or
        involuntarily, any auction upon the Premises or the Common Areas.  The
        holding of any auction on the Premises or Common Areas in violation of this
        Section 46 shall constitute a default hereunder.
 
 25
 47.           ***Exemption
        of Landlord from Liability***. Tenant hereby agrees that Landlord
        Parties shall not be liable for injury to Tenant's business or any loss of
        income therefrom or for loss of or damage to the merchandise, tenant
        improvements, fixtures, furniture, equipment, computers, files, automobiles,
        or
        other property of Tenant, Tenant's employees, agents, contractors or invitees,
        or any other person in or about the Project, nor shall Landlord Parties be
        liable for injury to the person of Tenant, Tenant's employees, agents,
        contractors or invitees, whether such damage or injury is caused by or results
        from any cause whatsoever including, but not limited to, theft, criminal
        activity at the Project, negligent security measures, bombings or bomb scares,
        acts of terrorism, Hazardous Substances or Medical Waste (as defined above),
        fire, steam, electricity, gas, water or rain, flooding, breakage of pipes,
        sprinklers, plumbing, air conditioning or lighting fixtures, or from any
        other
        cause, whether said damage or injury results from conditions arising upon
        the
        Premises or upon other portions of the Project, or from other sources or
        places,
        or from new construction or the repair, alteration or improvement of any
        part of
        the Project, and regardless of whether the cause of the damage or injury
        arises
        out of the active negligence, passive negligence or intentional acts of Landlord
        Parties.  Landlord Parties shall not be liable for any damages arising
        from any act or neglect of any employees, agents, contractors or invitees
        of any
        other tenant, occupant or user of the Project, nor from the failure of Landlord
        Parties to enforce the provisions of the lease of any other tenant of the
        Project.  Tenant, as a material part of the consideration to Landlord
        hereunder, hereby assumes all risk of damage to Tenant's property or business
        or
        injury to persons, in, upon or about the Project arising from any cause,
        including the active or passive negligence of Landlord Parties, and Tenant
        hereby waives all claims in respect thereof against Landlord
        Parties.  Except to the extent covered by Tenant’s insurance and
        waiver of subrogation provided in the Lease, the limitations on Landlord’s
        liability contained in this Section 47 shall not apply to injury or damage
        which
        results from the gross negligence or willful misconduct of Landlord, its
        agents,
        employees, contractors, subcontractors or assigns; provided, however, in
        no
        event shall Landlord be liable to Tenant for consequential damages
        (including, but not limited to, lost profits).
 
 48.           ***Merger***.  The
        voluntary or other surrender of this Lease by Tenant, or a mutual cancellation
        thereof, or a termination by Landlord, shall not result in the merger of
        Landlord's and Tenant's estates, and shall, at the option of Landlord, terminate
        all or any existing subtenancies or may, at the option of Landlord, operate
        as
        an assignment to Landlord of any or all of such subtenancies.
 
 49.           ***Quiet
        Possession***. Subject to the other terms and conditions of this
        Lease, and the rights of any lender, and provided Tenant is not in default
        hereunder, Tenant shall have quiet possession of the Premises for the entire
        term hereof subject to all of the provisions of this Lease.
 
 50.           ***Authority***.  If
        Tenant is a corporation, trust, or general or limited partnership, Tenant,
        and
        each individual executing this Lease on behalf of such entity, represents
        and
        warrants that such individual is duly authorized to execute and deliver this
        Lease on behalf of said entity, that said entity is duly authorized to enter
        into this Lease, and that this Lease is enforceable against said entity in
        accordance with its terms.  If Tenant is a corporation, trust or
        partnership, Tenant shall deliver to Landlord upon demand evidence of such
        authority satisfactory to Landlord.
 
 51.           ***Conflict***.  Except
        as otherwise provided herein to the contrary, any conflict between the printed
        provisions, exhibits, addenda or riders of this Lease and the typewritten
        or
        handwritten provisions, if any, shall be controlled by the typewritten or
        handwritten provisions.
 
 52.           ***Multiple
        Parties***.  If more than one person or entity is named as
        Tenant herein, the obligations of Tenant shall be the joint and several
        responsibility of all persons or entities named herein as
        Tenant.  Service of a notice in accordance with Section 41 on one
        Tenant shall be deemed service of notice on all Tenants.
 
 53.           ***Interpretation***.  This
        Lease shall be interpreted as if it was prepared by both parties and ambiguities
        shall not be resolved in favor of Tenant because all or a portion of this
        Lease
        was prepared by Landlord.  The captions contained in this Lease are
        for convenience only and shall not be deemed to limit or alter the meaning
        of
        this Lease.  As used in this Lease the words tenant and landlord
        include the plural as well as the singular.  Words used in the neuter
        gender include the masculine and feminine gender.
 
 54.           ***Prohibition
        Against Recording***.  Neither this Lease, nor any
        memorandum, affidavit or other writing with respect thereto, shall be recorded
        by Tenant or by anyone acting through, under or on behalf of
        Tenant.  Landlord shall have the right to record a memorandum of this
        Lease, and Tenant shall execute, acknowledge and deliver to Landlord for
        recording any memorandum prepared by Landlord.
 
 55.           ***Relationship
        of Parties***.  Nothing contained in this Lease shall be
        deemed or construed by the parties hereto or by any third party to create
        the
        relationship of principal and agent, partnership, joint venturer or any
        association between Landlord and Tenant.
 
 56.           ***Rules
        and Regulations***. Tenant agrees to abide by and conform to the
        Rules and to cause its employees, suppliers, customers and invitees to so
        abide
        and conform.  Landlord shall have the right, from time to time, to
        modify, amend and enforce the Rules in a non-discriminatory
        manner.  Landlord shall not be responsible to Tenant for the failure
        of other persons including, but not limited to, other tenants, their agents,
        employees and invitees to comply with the Rules.
 
 57.           ***Right
        to Lease***.  Landlord reserves the absolute right to
        effect such other tenancies in the Project as Landlord in its sole discretion
        shall determine, and Tenant is not relying on any representation that any
        specific tenant or number of tenants will occupy the Project.
 
 58.           ***Security
        for Performance of Tenant's
        Obligations***.  Notwithstanding any security deposit held
        by Landlord pursuant to Section 5, Tenant hereby agrees that in the event
        of a default by Tenant, Landlord shall be entitled to seek and obtain a writ
        of
        attachment and/or a temporary protective order and Tenant hereby waives any
        rights or defenses to contest such a writ of attachment and/or temporary
        protective order on the basis of California Code of Civil Procedure
        Section 483.010 or any other related statute or rule.
 
 26
 59.           ***Attachments***.  The
        items listed in Section 1.21 are a part of this Lease and are incorporated
        herein by this reference.
 
 60.           ***Patriot
        Act***.  Tenant represents to Landlord that, (i) neither
        Tenant nor any person or entity that directly owns a 10% or greater equity
        interest in it nor any of its officers, directors or managing members is
        a
        person or entity (each, a “**Prohibited Person**”) with whom U.S.
        persons or entities are restricted from doing business under regulations
        of the
        Office of Foreign Asset Control (“**OFAC**”) of the Department of
        the Treasury (including those named on OFAC’s Specially Designated and Blocked
        Persons List) or under Executive Order 13224 (the “**Executive
        Order**”) signed on September 24, 2001, and entitled “Blocking Property
        and Prohibiting Transactions with Persons Who Commit, Threaten to Commit,
        or
        Support Terrorism), or other governmental action, (ii) Tenant’s activities do
        not violate the International Money Laundering Abatement and Financial
        Anti-Terrorism Act of 2001 or the regulations or orders promulgated thereunder
        (as amended from time to time, the “**Money Laundering Act**”) and
        (iii) throughout the term of this Lease, Tenant shall comply with the Executive
        Order and with the Money Laundering Act.
 
 61.           ***Confidentiality***.  Tenant
        acknowledges and agrees that the terms of this Lease are confidential and
        constitute proprietary information of Landlord.  Disclosure of the
        terms hereof could adversely affect the ability of Landlord to negotiate
        other
        leases with respect to the Project and may impair Landlord's relationship
        with
        other tenants of the Project.  Tenant agrees that it and its partners,
        officers, directors, employees, brokers, and attorneys, if any, shall not
        disclose the terms and conditions of this Lease to any other person or entity
        without the prior written consent of Landlord which may be given or withheld
        by
        Landlord, in Landlord's sole discretion.  It is understood and agreed
        that damages alone would be an inadequate remedy for the breach of this
        provision by Tenant, and Landlord shall also have the right to seek specific
        performance of this provision and to seek injunctive relief to prevent its
        breach or continued breach.  If Tenant is required to disclose the
        terms of this Lease by applicable laws and regulations (e.g., securities
        laws),
        Tenant may do so without Landlord’s consent.
 
 62.           ***Waiver
        of Jury Trial***.  TO THE EXTENT PERMITTED BY APPLICABLE
        LAW, LANDLORD AND TENANT HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL BY
        JURY OF
        ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION,
        PROCEEDING AND/OR HEARING BROUGHT BY EITHER LANDLORD AGAINST TENANT OR TENANT
        AGAINST LANDLORD ON ANY MATTER WHATSOEVER ARISING OUT OF, OR IN ANY WAY
        CONNECTED WITH, THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S
        USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE, OR THE
        ENFORCEMENT OF ANY REMEDY UNDER ANY LAW, STATUTE, OR REGULATION, EMERGENCY
        OR
        OTHERWISE, NOW OR HEREAFTER IN EFFECT.
 
 LANDLORD
        AND TENANT ACKNOWLEDGE THAT THEY HAVE CAREFULLY READ AND REVIEWED THIS LEASE
        AND
        EACH TERM AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE,
        SHOW
        THEIR INFORMED AND VOLUNTARY CONSENT THERETO.  THE PARTIES HEREBY
        AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE
        COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD
        AND
        TENANT WITH RESPECT TO THE PREMISES.  TENANT ACKNOWLEDGES THAT IT HAS
        BEEN GIVEN THE OPPORTUNITY TO HAVE THIS LEASE REVIEWED BY ITS LEGAL COUNSEL
        PRIOR TO ITS EXECUTION.  PREPARATION OF THIS LEASE BY LANDLORD OR
        LANDLORD'S AGENT AND SUBMISSION OF SAME TO TENANT SHALL NOT BE DEEMED AN
        OFFER
        BY LANDLORD TO LEASE THE PREMISES TO TENANT OR THE GRANT OF AN OPTION TO
        TENANT
        TO LEASE THE PREMISES.  THIS LEASE SHALL BECOME BINDING UPON LANDLORD
        ONLY WHEN FULLY EXECUTED BY BOTH PARTIES AND WHEN LANDLORD HAS DELIVERED
        A FULLY
        EXECUTED ORIGINAL OF THIS LEASE TO TENANT.  THE DELIVERY OF A DRAFT OF
        THIS LEASE TO TENANT SHALL NOT CONSTITUTE AN AGREEMENT BY LANDLORD TO NEGOTIATE
        IN GOOD FAITH, AND LANDLORD EXPRESSLY DISCLAIMS ANY LEGAL OBLIGATION TO
        NEGOTIATE IN GOOD FAITH.
 
 LANDLORD:
 
 The
        Realty Associates Fund VII, L.P.,
 a
        Delaware limited partnership
 
 By:           Realty
        Associates Fund VII, LLC
 its
        General Partner
 
 By:           Realty
        Associates Advisors LLC, its Manager
 
 By:           Realty
        Associates Advisors Trust,
 its
        Manager
 
 By:           ________/s/_______________
 Officer
 
 
 27
  TENANT*:
 
 Puredepth,
        Inc., a Delaware corporation
 
 
 By:
              ___________/s/__________________
 Thomas
        L.
        Marcus
 Chief
        Executive Officer
 
 
 By:
              ___________/s/__________________
 Jonathan
        J. McCaman
 Chief
        Financial Officer
 
 
 *If
        Tenant is a corporation, the authorized officers must sign on behalf of the
        corporation and indicate the capacity in which they are signing.  The
        Lease must be executed by the president or vice president and the
        secretary or assistant secretary, unless the bylaws or a resolution of
        the board of directors shall otherwise provide, in which event, the bylaws
        or a
        certified copy of the resolution, as the case may be, must be attached to
        this
        Lease.
 
 ©Copyright
        2007 by Crumpacker Law Group.
 All
        rights reserved.
 No
        part
        of these works may be reproduced in any form without permission in
        writing.
  28
 EXHIBIT
        A
 
 PREMISES
 
 Exhibit
        A
        is intended only to show the general layout of the Premises, and shall not
        be
        interpreted to increase or decrease the size of the Premises beyond the number
        of rentable square feet set forth in Section 1.6.  Exhibit A is not to
        be scaled and any measurements or distances shown on Exhibit A are approximates
        only.
   29
 EXHIBIT
        B
 
 VERIFICATION
        LETTER
 
 Puredepth,
        Inc., a Delaware corporation
        ("**Tenant**"), hereby certifies that it has entered into a lease
        with The Realty Associates Fund VII, L.P., a Delaware limited partnership
        ("**Landlord**"), and verifies the following information as of the
        ____ day of __________, 200_:
  Address
                    of Building
                :
                ____________________________________________________________________________________Number
                    of Rentable Square Feet in Premises
                :
                __________________________________________Commencement
                    Date
                :
                __________________________________________Lease
                    Termination Date
                :
                __________________________________________Initial
                    Base Rent
                :
                __________________________________________Billing
                    Address for Tenant
                :
                ______________________________________________________________________________________________________________________________Attention
                :
                __________________________________________Telephone
                    Number
                :
                (___)______________________________________Federal
                    Tax I.D. No.
                :
                __________________________________________
  Tenant
        acknowledges and agrees that all tenant improvements Landlord is obligated
        to
        make to the Premises, if any, have been completed to Tenant's satisfaction,
        that
        Tenant has accepted possession of the Premises, and that as of the date hereof,
        there exist no offsets or defenses to the obligations of Tenant under the
        Lease.
 
 TENANT:
 
 Puredepth,
        Inc., a Delaware corporation
 
 
 By:
              _____________________________
 
 _____________________________
 (print
                  name)
 
 Its:           ____________________________
 (print
        title)
 
 
 By:
              _____________________________
 
 _____________________________
 (print
                  name)
 
 Its:           ____________________________
 (print
        title)
  30
 EXHIBIT
        C
 
 RULES
        AND
        REGULATIONS
 GENERAL
        RULES
 
 Tenant
        shall faithfully observe and comply with the following Rules and
        Regulations.
 
 1.           Tenant
        shall not alter any locks or install any new or additional locks or bolts
        on any
        doors or windows of the Premises without obtaining Landlord's prior written
        consent.  Tenant shall bear the cost of any lock changes or repairs
        required by Tenant.  Keys required by Tenant must be obtained from
        Landlord at a reasonable cost to be established by Landlord.  If card
        keys are used to gain access to the Project, Landlord may (a) charge Tenant
        for
        the cost of any card keys issued to Tenant and charge Tenant for the cost
        of
        replacing lost or stolen card keys, (b) collect deposits for card keys issued
        to
        Tenant (and retain a deposit applicable to a card key if the card key is
        not
        returned) and (c) require Tenant to immediately return card keys that are
        no
        longer in use.  Tenant shall only provide card keys or other keys to
        its Premises to its employees, and Tenant shall at all times keep an accurate
        list of the name of each employee to whom it has provided a card key or regular
        key.  Tenant shall immediately notify Landlord of any lost or stolen
        card keys or regular keys, and on the day that the employment of an employee
        ends, Tenant shall obtain all card keys and regular keys from the
        employee.  Tenant shall return all card keys and regular keys upon the
        termination of the Lease.
 
 2.           All
        doors opening to public corridors shall be kept closed at all times except
        for
        normal ingress and egress to the Premises.  Tenant shall assume any
        and all responsibility for protecting the Premises from theft, robbery and
        pilferage, which includes keeping doors locked and other means of entry to
        the
        Premises closed.
 
 3.           Landlord
        reserves the right to close and keep locked all entrance and exit doors of
        the
        Project except during the Project's normal hours of business as defined in
        Section 11.4 of the Lease.  Tenant, its employees and agents must
        be sure that the doors to the Project are securely closed and locked when
        leaving the Premises if it is after the normal hours of business of the
        Project.  Tenant, its employees, agents or any other persons entering
        or leaving the Project at any time when it is so locked, or any time when
        it is
        considered to be after normal business hours for the Project, may be required
        to
        sign the Project register.  Access to the Project may be refused
        unless the person seeking access has proper identification or has a previously
        received authorization for access to the Project.  Landlord and its
        agents shall in no case be liable for damages for any error with regard to
        the
        admission to or exclusion from the Project of any person.  In case of
        invasion, mob, riot, public excitement, or other commotion, Landlord reserves
        the right to prevent access to the Project during the continuance thereof
        by any
        means it deems appropriate for the safety and protection of life and
        property.
 
 4.           Landlord
        reserves the right, in Landlord's sole and absolute discretion, to close
        or
        limit access to the Project and/or the Premises, from time to time, due to
        the
        failure of utilities, due to damage to the Project and/or the Premises, to
        ensure the safety of persons or property or due to government order or
        directive, and Tenant agrees to immediately comply with any such decision
        by
        Landlord.  If Landlord closes or limits access to the Project and/or
        the Premises for the reasons described above, Landlord's actions shall not
        constitute a breach of the Lease.
 
 5.           No
        furniture, freight or equipment of any kind shall be brought into the Project
        without Landlord's prior authorization.  Tenant shall only move in and
        out of the Premises at times designated by Landlord, in Landlord's sole
        discretion (e.g., Landlord could require that all moves in and out of the
        Premises only occur on weekends or on weekdays between 5:00 p.m. and 11:00
        p.m.).  All moves in and out of the Premises shall be scheduled with
        Landlord in advance, on a first come, first served basis.  All
        property shall be moved in and out of the Premises using the freight
        elevator.  Landlord shall have the right, in its sole discretion, to
        permit only one tenant to move in or out of the Project at a
        time.  When moving equipment, furniture and other items into and out
        of the Premises, Tenant shall take whatever precautions Landlord designates
        to
        protect the Project from damage (e.g., placing plastic or other protective
        material on carpets in the common areas and the Premises).  Landlord
        shall have the right to prescribe the weight, size and position of all safes
        and
        other heavy property brought into the Project and also the times and manner
        of
        moving the same in and out of the Project.  Safes and other heavy
        objects shall, if considered necessary by Landlord, stand on supports of
        such
        thickness as is necessary to properly distribute the weight, and Tenant shall
        be
        solely responsible for the cost of installing all supports.  Landlord
        will not be responsible for loss of or damage to any such safe or property
        in
        any case.  Any damage to any part of the Project, its contents,
        occupants or visitors by moving or maintaining any such safe or other property
        shall be the sole responsibility and expense of Tenant.
 
 6.           The
        requirements of Tenant will be attended to only upon application at the
        management office for the Project or at such office location designated by
        Landlord.  Tenant shall not ask employees of Landlord to do anything
        outside their regular duties without special authorization from
        Landlord.
 
 7.           Tenant
        shall not disturb, solicit, or canvass any occupant of the Project and shall
        cooperate with Landlord and its agents to prevent the same.  Tenant,
        its employees and agents shall not loiter in or on the entrances, corridors,
        sidewalks, lobbies, halls, stairways, elevators, or any Common Areas for
        the
        purpose of smoking tobacco products or for any other purpose, nor in any
        way
        obstruct such areas, and shall use them only as a means of ingress and egress
        for the Premises.  Smoking shall not be permitted in the Common
        Areas.
 
 31
 8.           The
        toilet rooms, urinals and wash bowls 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.  The expense of any breakage,
        stoppage or damage resulting from the violation of this rule shall be borne
        by
        the tenant who, or whose employees or agents, shall have caused it.
 
 9.          
         Except for vending machines intended for the sole use of Tenant's
        employees and invitees, no vending machine or machines other than fractional
        horsepower office machines shall be installed, maintained or operated upon
        the
        Premises without the written consent of Landlord.  All vendors or
        other persons visiting the Premises shall be subject to the reasonable control
        of Landlord.  Tenant shall not permit its vendors or other persons
        visiting the Premises to solicit other tenants of the Project.
 
 10.           Tenant
        shall not use or keep in or on the Premises or the Project any kerosene,
        gasoline or other inflammable or combustible fluid or
        material.  Tenant shall not bring into or keep within the Premises or
        the Project any animals, birds, bicycles or other vehicles.
 
 11.           Tenant
        shall not use, keep or permit to be used or kept, any foul or noxious gas
        or
        substance in or on the Premises, or permit or allow the Premises to be occupied
        or used in a manner offensive or objectionable to Landlord or other occupants
        of
        the Project by reason of noise, odors, or vibrations, or to otherwise interfere
        in any way with the use of the Project by other tenants.
 
 12.           No
        cooking shall be done or permitted on the Premises, nor shall the Premises
        be
        used for the storage of merchandise, for loading or for any improper,
        objectionable or immoral purposes.  Notwithstanding the foregoing,
        Underwriters' Laboratory approved equipment and microwave ovens may be used
        in
        the Premises for heating food and brewing coffee, tea, hot chocolate and
        similar
        beverages for employees and visitors of Tenant, provided that such use is
        in
        accordance with all applicable federal, state and city laws, codes, ordinances,
        rules and regulations; and provided further that such cooking does not result
        in
        odors escaping from the Premises.
 
 13.           Landlord
        shall have the right to approve where and how telephone wires are to be
        introduced to the Premises.  No boring or cutting for wires shall be
        allowed without the consent of Landlord.  The location of telephone
        call boxes and other office equipment affixed to the Premises shall be subject
        to the approval of Landlord.  Tenant shall not mark, drive nails or
        screws, or drill into the partitions, woodwork or plaster contained in the
        Premises or in any way deface the Premises or any part thereof without
        Landlord's prior written consent.  Tenant shall not install any radio
        or television antenna, satellite dish, loudspeaker or other device on the
        roof
        or exterior walls of the Project.  Tenant shall not interfere with
        broadcasting or reception from or in the Project or elsewhere.
 
 14.           Landlord
        reserves the right to exclude or expel from the Project any person who, in
        the
        judgment of Landlord, is intoxicated or under the influence of liquor or
        drugs,
        or who shall in any manner do any act in violation of any of these Rules
        and
        Regulations.
 
 15.           Tenant
        shall not waste electricity, water or air conditioning and agrees to cooperate
        fully with Landlord to ensure the most effective operation of the Project's
        heating and air conditioning system, and shall refrain from attempting to
        adjust
        any controls.  Tenant shall not without the prior written consent of
        Landlord use any method of heating or air conditioning other than that supplied
        by Landlord.  Tenant shall not use electric fans or space heaters in
        the Premises.
 
 16.           Tenant
        shall store all its trash and garbage within the interior of the
        Premises.  No material shall be placed in the trash boxes or
        receptacles if such material is of such nature that it may not be disposed
        of in
        the ordinary and customary manner of removing and disposing of trash in the
        vicinity of the Project without violation of any law or ordinance governing
        such
        disposal.  All trash, garbage and refuse disposal shall be made only
        through entry-ways and elevators provided for such purposes at such times
        as
        Landlord shall designate.
 
 17.           Tenant
        shall comply with all safety, fire protection and evacuation procedures and
        regulations established by Landlord or any governmental agency.
 
 18.           No
        awnings or other projection shall be attached to the outside walls or windows
        of
        the Project by Tenant.  No curtains, blinds, shades or screens shall
        be attached to or hung in any window or door of the Premises without the
        prior
        written consent of Landlord.  Landlord shall have the right to require
        Tenant to use Landlord's standard curtains or window
        coverings.  Tenant shall not place any signs in the windows of the
        Premises or the Project.  All electrical ceiling fixtures hung in the
        Premises must be fluorescent and/or of a quality, type, design and bulb color
        approved by Landlord.  Tenant shall abide by Landlord's regulations
        concerning the opening and closing of window coverings which are attached
        to the
        windows in the Premises.  The skylights, windows, and doors that
        reflect or admit light and air into the halls, passageways or other public
        places in the Project shall not be covered or obstructed by Tenant, nor shall
        any bottles, parcels or other articles be placed on the
        windowsills.
 
 32
 19.           Tenant
        shall not employ any person or persons other than the janitor of Landlord
        for
        the purpose of cleaning the Premises unless otherwise agreed to in writing
        by
        Landlord.  Except with the prior written consent of Landlord, no
        person or persons other than those approved by Landlord shall be permitted
        to
        enter the Project for the purpose of cleaning same.  Landlord shall in
        no way be responsible to Tenant for any loss of property on the Premises,
        however occurring, or for any damage done to the effects of Tenant or any
        of its
        employees or other persons by the janitor of Landlord.  Landlord shall
        not be obligated to notify Tenant of the times at which the janitorial staff
        will enter the Premises, and Tenant hereby authorizes the janitorial staff
        to
        enter the Premises at any time, without notice.  Janitor service shall
        include ordinary dusting and cleaning by the janitor assigned to such work
        and
        shall not include cleaning of carpets or rugs, except normal vacuuming, or
        moving of furniture and other special services.  Window cleaning shall
        be done only by Landlord at reasonable intervals and as Landlord deems
        necessary.
 
 20.           Tenant
        acknowledges that the local fire department has previously required Landlord
        to
        participate in a fire and emergency preparedness program or may require Landlord
        and/or Tenant to participate in such a program in the future.  Tenant
        agrees to take all actions necessary to comply with the requirements of such
        a
        program including, but not limited to, designating certain employees as "fire
        wardens" and requiring them to attend any necessary classes and meetings
        and to
        perform any required functions.
 
 21.           Tenant
        and its employees shall comply with all federal, state and local recycling
        and/or resource conversation laws and shall take all actions requested by
        Landlord in order to comply with such laws.  Tenant and its employees
        shall participate in any recycling or resource conservation program implemented
        by Landlord, at Tenant's sole expense.
 
 PARKING
        RULES
 
 1.           Parking
        areas shall be used only for parking by vehicles no longer than full size,
        passenger automobiles.  Tenant and its employees shall park
        automobiles within the lines of the parking spaces.  Landlord may
        designate the areas in the parking facilities that will be available for
        unreserved or reserved parking, in Landlord’s sole discretion.
 
 2.           Tenant
        shall not permit or allow any vehicles that belong to or are controlled by
        Tenant or Tenant's employees, suppliers, shippers, customers, or invitees
        to be
        loaded, unloaded, or parked in areas other than those designated by Landlord
        for
        such activities.  Users of the parking area will obey all posted signs
        and park only in the areas designated for vehicle parking.
 
 3.           Landlord
        may require Tenant and Tenant’s employees to use parking cards, parking stickers
        or other identification devices. Parking stickers, parking cards and other
        identification devices shall be the property of Landlord and shall be returned
        to Landlord by the holder thereof upon termination of the holder's parking
        privileges.  Landlord may require Tenant and each of its employees to
        give Landlord a deposit when a parking card or other parking device is
        issued.  Landlord shall not be obligated to return the deposit unless
        and until the parking card or other device is returned to
        Landlord.  Tenant will pay such replacement charges as is reasonably
        established by Landlord for the loss of such devices.  Loss or theft
        of parking identification stickers or devices from automobiles must be reported
        to the parking operator immediately.  Any parking identification
        stickers or devices reported lost or stolen found on any unauthorized car
        will
        be confiscated and the illegal holder will be subject to
        prosecution.
 
 4.           Landlord
        reserves the right to relocate all or a part of parking spaces within the
        parking area and/or to reasonably adjacent off site locations(s), and to
        allocate them between compact and standard size and tandem spaces, as long
        as
        the same complies with applicable laws, ordinances and
        regulations.  If access to the parking areas are not now controlled
        with gates or similar devices, Landlord shall have the right, but not the
        obligation, to install gates or other devices to control access to the parking
        areas, and Tenant shall comply with all of Landlord’s rules and regulations
        relating to access to the parking areas.
 
 5.           Unless
        otherwise instructed, every person using the parking area is required to
        park
        and lock his own vehicle.  Landlord will not be responsible for any
        damage to vehicles, injury to persons or loss of property, all of which risks
        are assumed by the party using the parking area.
 
 6.           Validation
        of visitor parking, if established, will be permissible only by such method
        or
        methods as Landlord may establish at rates determined by Landlord, in Landlord's
        sole discretion.  Only persons visiting Tenant at the Premises shall
        be permitted by Tenant to use the Project's visitor parking
        facilities.
 
 7.           The
        maintenance, washing, waxing or cleaning of vehicles in the parking structure or
        Common Areas is prohibited.
 
 8.           Tenant
        shall be responsible for seeing that all of its employees, agents and invitees
        comply with the applicable parking rules, regulations, laws and
        agreements.  Parking area managers or attendants, if any, are not
        authorized to make or allow any exceptions to these Parking Rules and
        Regulations.  Landlord reserves the right to terminate parking rights
        for any person or entity that willfully refuses to comply with these rules
        and
        regulations.
 
 9.           Every
        driver is required to park his own car.  Where there are tandem
        spaces, the first car shall pull all the way to the front of the space leaving
        room for a second car to park behind the first car.  The driver
        parking behind the first car must leave his key with the parking
        attendant.  Failure to do so shall subject the driver of the second
        car to a $50.00 fine.  Refusal of the driver to leave his key when
        parking in a tandem space shall be cause for termination of the right to
        park in
        the parking facilities.  The parking operator, or his employees or
        agents, shall be authorized to move cars that are parked in tandem should
        it be
        necessary for the operation of the parking facilities.  Tenant agrees
        that all responsibility for damage to cars or the theft of or from cars is
        assumed by the driver, and further agrees that Tenant will hold Landlord
        harmless for any such damages or theft.
 
 33
 10.           No
        vehicles shall be parked in the parking areas overnight.  The parking
        areas shall only be used for daily parking and no vehicle or other property
        shall be stored in a parking space.
 
 11.           Any
        vehicle parked by Tenant, its employees, contractors or visitors in a reserved
        parking space or in any area of the parking area that is not designated for
        the
        parking of such a vehicle may, at Landlord's option, and without notice or
        demand, be towed away by any towing company selected by Landlord, and the
        cost
        of such towing shall be paid for by Tenant and/or the driver of said
        vehicle.
 
 12.           At
        Landlord's request, Tenant shall provide Landlord with a list which includes
        the
        name of each person using the parking facilities based on Tenant's parking
        rights under this Lease and the license plate number of the vehicle being
        used
        by that person.  Tenant shall provide Landlord with an updated list
        within five (5) days after any part of the list becomes inaccurate.
 
 Landlord
        reserves the right at any
        time to change or rescind any one or more of these Rules and Regulations,
        or to
        make such other and further reasonable Rules and Regulations as in Landlord's
        judgment may from time to time be necessary for the management, safety, care
        and
        cleanliness of the Project, and for the preservation of good order therein,
        as
        well as for the convenience of other occupants and tenants
        therein.  Landlord may waive any one or more of these Rules and
        Regulations for the benefit of any particular tenant, but no such waiver
        by
        Landlord shall be construed as a waiver of such Rules and Regulations in
        favor
        of any other tenant, nor prevent Landlord from thereafter enforcing any such
        Rules or Regulations against any or all tenants of the
        Project.  Tenant shall be deemed to have read these Rules and
        Regulations and to have agreed to abide by them as a condition of its occupancy
        of the Premises.
   34
 Exhibit
        D
 
 WORK
        LETTER AGREEMENT
 (Build-to-Suit
        With Space Plan Attached)
 
 This
        Work Letter Agreement
        ("**Agreement**") is attached a Standard Office Lease (the
        "**Lease**") covering certain premises (the
        "**Premises**") more particularly described in Exhibit "A" attached
        to the Lease.  In consideration of the mutual covenants hereinafter
        contained, Landlord and Tenant hereby agree as follows:
 
 1.           ***Tenant
        Improvement Coordinator***.  Within three (3) days after
        the Lease is executed by Landlord and Tenant, Landlord and Tenant shall each
        designate in writing the name of one person who shall be that party's tenant
        improvement representative.  All communication concerning the tenant
        improvements shall be directed to the appropriate party's tenant improvement
        representative.  Tenant shall not have the right or authority to
        instruct Landlord's contractor to take any action.  Any action Tenant
        desires Landlord's contractor to take shall be communicated by Tenant to
        Landlord's tenant improvement representative, and Landlord's tenant improvement
        representative shall give the necessary instructions to the
        contractor.
 
 2.           ***Plans
        and Specifications***.
 
 2.1           ***Space
        Plan***.  Attached hereto as Exhibit 1 and incorporated
        herein by this reference is a space plan which has been approved by Landlord
        and
        Tenant (the "**Space Plan**").  The Space Plan describes
        the improvements (the "**Improvements**") which will be made to the
        Premises by Landlord.  Except as set forth in the Space Plan, Landlord
        shall not be obligated to make any other improvements to the
        Premises.  Subject to the requirements of Section 4 below, Tenant
        shall have the right to request changes to the Space Plan.  In the
        event Tenant requests a change to the Space Plan, Tenant shall pay any increased
        costs which result from the change requested by Tenant and any delay in the
        completion of the Improvements caused by such changes shall constitute a
        Tenant
        Delay (as defined below).  In the event that Tenant requests a change
        to the Space Plan, Landlord shall have the right to approve the change in
        Landlord’s sole and absolute discretion.  Landlord shall not be
        obligated to make the change unless and until the amount of any increased
        costs
        resulting from the change has been paid by Tenant to Landlord.
 
 2.2           ***Plans***.  Based
        on the approved Space Plan, Landlord shall cause to be prepared detailed
        plans
        and working drawings (the "**Plans**") for the construction of the
        Improvements.  The Plans shall be consistent with the Space Plan and
        shall incorporate the use of Landlord's building standard improvements (the
        "**Standards**").  Tenant acknowledges that the Space
        Plan may not comply with applicable codes and government regulations and
        that
        the Plans may require deviations from the Space Plan in order for Landlord
        to
        obtain a building permit.  The estimated Commencement Date (as defined
        in the Basic Lease Provisions) shall be extended for any delays in obtaining
        a
        building permit resulting from the insufficiency of the Space Plan or the
        Plans
        or any delays resulting from changes in the Plans required by the applicable
        governmental regulatory agency reviewing the Plans.  Tenant hereby
        acknowledges and agrees that Landlord shall have the right to prepare the
        Plans
        in a way that complies with applicable governmental laws and regulations,
        even
        if the Plans deviate from the specifications of the Space
        Plan.  Tenant acknowledges that it will be responsible for paying the
        cost of making modifications to the Plans and obtaining required governmental
        approvals and building permits if said costs result from changes requested
        by
        Tenant.  In the event that Tenant requests a change to the Plans and
        said change is approved by Landlord, Tenant shall pay to Landlord the increased
        costs resulting from the change, and Landlord shall not be obligated to make
        the
        change unless and until the amount of any increased costs resulting from
        the
        change has been paid by Tenant to Landlord, and any delay resulting from
        such
        changes in the Plans shall constitute Tenant Delay.
 
 2.3           ***Tenants'
        Costs***.  Notwithstanding anything to the contrary
        contained in this Agreement, if the Space Plan specifically provides that
        any
        item set forth on the Space Plan shall be paid for by Tenant, the cost of
        said
        item shall be paid by Tenant to Landlord before Landlord's contractor commences
        construction of the Improvements.  In addition, the cost of computer
        or telephone wiring or any cost associated with the design, purchasing or
        installation of furniture, fixtures or equipment (collectively,
        "**FF&E**"), shall be paid by Tenant, at Tenant's sole
        expense.  References to or depictions of FF&E on the Space Plan or
        the Plans shall not be interpreted to obligate Landlord to pay costs or expenses
        associated with the purchase or installation of FF&E.
 
 3.           ***Specifications
        for Building Standard Improvements***.  Specifications and
        details for the Standards are available from Landlord.  Except as
        specified in Section 4 below, the Space Plan and Plans shall be consistent
        with
        the Standards, and no deviations shall be permitted from the Standards without
        Landlord's consent as set forth in Section 4 below.
 
 4.           ***Grounds
        for Disapproval***.  Tenant may request deviations from the
        Standards provided that the deviations ("**Non-Standards**") shall
        not be of lesser quality than the Standards.  Landlord shall not be
        required to approve any Non-Standards that are not acceptable to Landlord,
        in
        Landlord’s sole and absolute discretion.  If Landlord approves a
        Non-Standard, and the Non-Standard costs more than the Standard (due to material
        or installation costs), Tenant shall pay such increased costs, and Landlord
        shall not be obligated to use a Non-Standard until the amount of any increased
        costs resulting from the use of the Non-Standard has been paid by Tenant
        to
        Landlord.
 
 35
 5.           ***Construction
        of Improvements***.
 
 5.1           ***Construction***.  Within
        a reasonable period following the receipt of a building permit, Landlord
        shall
        instruct its contractor to commence construction of the
        Improvements.
 
 5.2           ***Completion***.  Landlord
        shall endeavor to cause the contractor to substantially complete construction
        of
        the Improvements in a diligent manner, but Landlord shall not be liable for
        any
        loss or damage as a result of delays in construction or delivery of possession
        of the Premises.
 
 6.           ***Commencement
        Date***.  The Commencement Date under the Lease shall be
        governed by Section 3 of the Lease.  However, any delay beyond the
        estimated Commencement Date in the substantial completion of the Improvements
        as
        a result of the following shall constitute "**Tenant
        Delay**":
 
 6.1           Tenant's
        request for Non-Standards, whether as to materials or installation, that
        extend
        the time it takes to obtain necessary building permits or other governmental
        authorizations or the construction period;
 
 6.2           Tenant's
        changes in the Space Plan or the Plans; or
 
 6.3           Any
        act or omission of Tenant constituting a Tenant Delay under the terms of
        this
        Agreement or the Lease; or
 
 6.4           Any
        other acts or omissions of Tenant, Tenant's agents, employees and contractors
        that delays the completion of the Improvements.
 
 7.           ***Damages
        for Tenant Delay***. Tenant shall pay to Landlord an amount equal to
        $431.76 for each day of Tenant Delay.  Landlord and Tenant agree that
        the foregoing payment constitutes a fair and reasonable estimate of the damages
        Landlord will incur as the result of a Tenant Delay.  Within thirty
        (30) days after Landlord tenders possession of the Premises to Tenant, Landlord
        shall notify Tenant of Landlord's reasonable estimate of the date Landlord
        could
        have delivered possession of the Premises to Tenant but for the Tenant
        Delays.  After delivery of said notice, Tenant shall immediately pay
        to Landlord the amount described above for the period of Tenant
        Delay.
 
 8.           ***Incorporation***.  This
        Agreement is and shall be incorporated by reference in the Lease, and all
        of the
        terms and conditions of the Lease are and shall be incorporated herein by
        this
        reference.  Capitalized terms included in this Agreement shall have
        the same meaning as capitalized terms included in the Lease.
   36
 Exhibit
        1
        to Work Letter Agreement
 
 (Space
        Plan)
   37
 Exhibit
        E
 
 **Addendum
        to Standard Office Lease (the "Lease")**
 **dated
        the 31st day of
        October, 2007 Between**
 **The
        Realty Associates Fund VII, L. P. ("Landlord") and**
 **Puredepth,
        Inc.  ("Tenant")**
 
 It
        is hereby agreed by Landlord and
        Tenant that the provisions of this Addendum are a part of the
        Lease.  If there is a conflict between the terms and conditions of
        this Addendum and the terms and conditions of the Lease, the terms and
        conditions of this Addendum shall control.  Capitalized terms in this
        Addendum shall have the same meaning as capitalized terms in the
        Lease.
 
 1.           Abatement
        of Rent.  Landlord hereby agrees to conditionally waive the Base
        Rent due for the first and the second full calendar month of the initial
        Lease
        term.  No amounts due to Landlord under the Lease other than the Base
        Rent referred to above shall be conditionally waived.  In the event
        Tenant commits a default as defined in the Lease, Base Rent coming due
        thereafter shall not be waived, and all Base Rent that Landlord conditionally
        waived in the past shall be immediately due and payable by Tenant to Landlord
        without notice or demand from Landlord.  If the Lease expires in
        accordance with its terms, and does not terminate as a result of a default
        by
        Tenant, Landlord agrees to permanently waive the Base Rent it has conditionally
        waived.
 
 2.           Option
        to Extend.  Landlord hereby grants to Tenant the option to extend
        the term of the Lease for one (1) three (3)-year period (the "**Extension
        Option**") commencing when the initial lease term expires upon each and
        all of the following terms and conditions:
 
 (a)           On
        a date which is prior to the date that the option period would commence (if
        exercised) by at least two hundred seventy (270) days and not more than three
        hundred sixty (360) days, Landlord shall have received from Tenant a written
        notice of the exercise of the option to extend the Lease for said additional
        term (an “**Exercise Notice**”), time being of the essence. If the
        Exercise Notice is not so given and received, the Extension Option shall
        automatically expire, Tenant shall no longer have the right to give an Extension
        Notice and this section shall be of no further force or
        effect.  Tenant shall give the Exercise Notice using certified mail
        return receipt requested or some other method where the person delivering
        the
        package containing the Exercise Notice obtains a signature of the person
        accepting the package containing the Exercise Notice (e.g., by FedEx with
        the
        requirement that the FedEx delivery person obtain a signature from the person
        accepting the package).  It shall be the obligation of Tenant to prove
        that Landlord received the Exercise Notice in a timely manner.
 
 (b)           All
        of the terms and conditions of the Lease except where specifically modified
        by
        this section shall apply.
 
 (c)           The
        monthly Base Rent payable during the option term shall be the Market Rate
        on the
        date the option term commences.
 
 (d)           The
        term "**Market Rate**" shall mean the annual amount per rentable
        square foot that a willing, comparable renewal tenant would pay and a willing,
        comparable landlord of a similar office building would accept at arm's length
        for similar space, giving appropriate consideration to the following matters:
        (i) annual rental rates per rentable square foot; (ii) the type of escalation
        clauses (including, but without limitation, operating expense, real estate
        taxes, and CPI) and the extent of liability under the escalation clauses
        (i.e., whether determined on a "net lease" basis or by increases over
        a
        particular base year or base dollar amount); (iii) rent abatement provisions
        reflecting free rent and/or no rent during the lease term; (iv) length of
        lease
        term; (v) size and location of premises being leased; and (vi) other generally
        applicable terms and conditions of tenancy for similar space; provided, however,
        Tenant shall not be entitled to any tenant improvement allowance.  If
        renewal tenant’s exercising similar market rate extension options are receiving
        a tenant improvement allowance, this fact shall be taken into consideration
        in
        determining the Market Rate.  The Market Rate may also designate
        periodic rental increases, a new Base Year and similar economic
        adjustments.
 
 (e)           If
        Tenant exercises the Extension Option, Landlord shall determine the Market
        Rate
        by using its good faith judgment.  Landlord shall provide Tenant with
        written notice of such amount on or before the date that is ninety (90) days
        prior to the date that the term of the Extension Option will
        commence.  Tenant shall have fifteen (15) days ("**Tenant's
        Review Period**") after receipt of Landlord's notice of the new rental
        within which to accept such rental.  In the event Tenant fails to
        accept in writing such rental proposal by Landlord, then such proposal shall
        be
        deemed rejected, and Landlord and Tenant shall attempt to agree upon such
        Market
        Rate, using their best good faith efforts.  If Landlord and Tenant
        fail to reach agreement within fifteen (15) days following Tenant's Review
        Period ("**Outside Agreement Date**"), then each party shall place
        in a separate sealed envelope their final proposal as to the Market Rate,
        and
        such determination shall be submitted to arbitration in accordance with
        subsections (i) through (v) below.
 
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 (i)           Landlord
        and Tenant shall meet with each other within five (5) business days after
        the
        Outside Agreement Date and exchange their sealed envelopes and then open
        such
        envelopes in each other's presence.  If Landlord and Tenant do not
        mutually agree upon the Market Rate within one (1) business day of the exchange
        and opening of envelopes, then, within ten (10) business days of the exchange
        and opening of envelopes, Landlord and Tenant shall agree upon and jointly
        appoint a single arbitrator who shall by profession be a real estate broker
        or
        agent who shall have been active over the five (5) year period ending on
        the
        date of such appointment in the leasing of similar buildings in the geographical
        area of the Premises.  Neither Landlord nor Tenant shall consult with
        such broker or agent as to his or her opinion as to the Market Rate prior
        to the
        appointment.  The determination of the arbitrator shall be limited
        solely to the issue of whether Landlord's or Tenant's submitted Market Rate
        for
        the Premises is the closest to the actual Market Rate for the Premises as
        determined by the arbitrator, taking into account the requirements for
        determining Market Rate set forth herein.  Such arbitrator may hold
        such hearings and require such briefs as the arbitrator, in his or her sole
        discretion, determines is necessary.  In addition, Landlord or Tenant
        may submit to the arbitrator with a copy to the other party within five (5)
        business days after the appointment of the arbitrator any market data and
        additional information such party deems relevant to the determination of
        the
        Market Rate ("**MR Data**"), and the other party may submit a reply
        in writing within five (5) business days after receipt of such MR
        Data.
 
 (ii)           The
        arbitrator shall, within thirty (30) days of his or her appointment, reach
        a
        decision as to whether the parties shall use Landlord's or Tenant's submitted
        Market Rate and shall notify Landlord and Tenant of such
        determination.
 
 (iii)           The
        decision of the arbitrator shall be final and binding upon Landlord and
        Tenant.
 
 (iv)           If
        Landlord and Tenant fail to agree upon and appoint an arbitrator, then the
        appointment of the arbitrator shall be made by the presiding judge of the
        Superior Court for the county in which the Premises is located, or, if he
        or she
        refuses to act, by any judge having jurisdiction over the parties.
 
 (v)           The
        cost of the arbitration shall be paid by Landlord and Tenant
        equally.
 
 (vi)           Landlord
        shall have the right to require Tenant to execute and to deliver to Landlord
        an
        amendment to the Lease that accurately sets forth the extended term of the
        Lease
        and the new Base Rent and other economic terms, if any.  Within ten
        (10) days after Landlord provides the amendment to Tenant, Tenant shall execute
        the amendment and deliver the amendment to Landlord.   Landlord’s
        election not to require Tenant to execute an amendment shall not invalidate
        Tenant’s exercise of the Extension Option.
 
 3.           Sign
        – Suite and Lobby Directory. Landlord shall place Tenant’s name adjacent to
        the door to the Premises using Building standard suite signage at Landlord’s
        sole cost and expense.  In addition, Landlord shall place Tenant’s
        name in the Building’s lobby directory using Landlord’s standard lettering, at
        Landlord’s sole cost and expense.  Any changes to Tenant’s name shall
        be paid for by Tenant, at Tenant’s sole cost and expense.
 
 4.           Access
        to Premises - 365 Days Per Year.  Subject to the other terms and
        conditions of the Lease, Landlord shall use reasonable efforts to provide
        Tenant
        with access to the Premises twenty-four (24) hours a day, three hundred
        sixty-five (365) days per year.  Notwithstanding the foregoing, Tenant
        acknowledges and agrees that repairs, hazardous conditions and circumstances
        beyond Landlord's control may prevent access to the Premises from time to
        time.
 
 5.           Security
        Deposit – Reduction Over Time.  Tenant has provided to Landlord a
        security deposit in the amount of $40,000.00 (the “**Security
        Deposit**”).  Provided that Tenant has not committed a default
        (as defined in Section 13 of the Lease), (a) on the date that is twelve (12)
        months after the Commencement Date, Landlord shall credit $10,000.00 of the
        Security Deposit towards payment of the Base Rent due for the thirteenth
        (13th) full
        calendar month of the initial term of the Lease, and (b) on the date that
        is
        twenty four (24) months after the Commencement Date, Landlord shall credit
        $10,000.00 of the Security Deposit towards payment of the Base Rent due for
        the
        twenty fifty (25th) full
        calendar
        month of the initial term of the Lease.  The remaining balance of the
        Security Deposit (i.e., $20,000.00) shall continue to be treated as a security
        deposit in accordance with Section 5 of the Lease.  The security
        deposit shall not be reduced and applied to the payment of Base Rent from
        and
        after the date that Tenant has committed a default as defined in Section
        13 of
        the Lease, and from and after the date Tenant commits a default the entire
        remaining balance of the Security Deposit shall be treated solely as a security
        deposit in accordance with Section 5 of the Lease.
 
 IN
        WITNESS WHEREOF, the parties hereto
        have respectively executed this Addendum.
 
 LANDLORD:
 
 The
        Realty Associates Fund VII, L.P.,
 a
        Delaware limited partnership
 
 By:           Realty
        Associates Fund VII, LLC
 its
        general partner
 
 By:           Realty
        Associates Advisors LLC, its manager
 
 By:          Realty
        Associates Advisors Trust,
 its
        managing member
 
 By:           _________/s/______________
 Officer
 
 39
 TENANT*:
 
 Puredepth,
        Inc., a Delaware corporation
 
 
 By:
              ___________/s/__________________
 Thomas
        L.
        Marcus
 Chief
        Executive Officer
 
 
 By:
              ___________/s/__________________
 Jonathan
        J. McCaman
 Chief
        Financial Officer
 
 *If
        Tenant is a corporation, the authorized officers must sign on behalf of the
        corporation and indicate the capacity in which they are signing.  The
        Lease must be executed by the president or vice president and the
        secretary or assistant secretary, unless the bylaws or a resolution of
        the board of directors shall otherwise provide, in which event, the bylaws
        or a
        certified copy of the resolution, as the case may be, must be attached to
        this
        Lease.
 
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