March 31 2009 10K Exhibit 10.11




Exhibit 10.11


 

 

 

 

LEASE


 

SILICON VALLEY CA-I, LLC,

                  a Delaware limited liability company,


Landlord,

and

8X8, INC., a Delaware corporation, 



Tenant













 TABLE OF CONTENTS 


	
 	
 	
 	
 	
page
	
1	
..	
USE AND RESTRICTIONS ON USE 	
 	
1
	
2	
..	
TERM 	
 	
2
	
3	
..	
RENT 	
 	
3
	
4	
..	
RENT ADJUSTMENTS 	
 	
3
	
5	
..	
SECURITY DEPOSIT  [INTENTIONALLY OMITTED] 	
 	
5
	
6	
..	
ALTERATIONS 	
 	
5
	
7	
..	
REPAIR 	
 	
6
	
8	
..	
LIENS 	
 	
7
	
9	
..	
ASSIGNMENT AND SUBLETTING 	
 	
7
	
10	
..	
INDEMNIFICATION 	
 	
10
	
11	
..	
INSURANCE 	
 	
10
	
12	
..	
WAIVER OF SUBROGATION 	
 	
10
	
13	
..	
SERVICES AND UTILITIES 	
 	
11
	
14	
..	
HOLDING OVER 	
 	
11
	
15	
..	
SUBORDINATION 	
 	
11
	
16	
..	
RULES AND REGULATIONS 	
 	
12
	
17	
..	
REENTRY BY LANDLORD 	
 	
12
	
18	
..	
DEFAULT 	
 	
12
	
19	
..	
REMEDIES 	
 	
13
	
20	
..	
TENANT'S BANKRUPTCY OR INSOLVENCY 	
 	
14
	
21	
..	
QUIET ENJOYMENT 	
 	
15
	
22	
..	
CASUALTY 	
 	
15
	
23	
..	
EMINENT DOMAIN 	
 	
16
	
24	
..	
SALE BY LANDLORD 	
 	
17
	
25	
..	
ESTOPPEL CERTIFICATES 	
 	
17
	
26	
..	
SURRENDER OF PREMISES 	
 	
17
	
27	
..	
NOTICES 	
 	
18
	
28	
..	
TAXES PAYABLE BY TENANT 	
 	
18
	
29	
..	
RELOCATION OF TENANT  [INTENTIONALLY OMITTED]	
 	
18
	
30	
..	
PARKING 	
 	
18
	
31	
..	
DEFINED TERMS AND HEADINGS 	
 	
19
	
32	
..	
TENANT'S AUTHORITY 	
 	
19
	
33	
..	
FINANCIAL STATEMENTS AND CREDIT REPORTS 	
 	
20
	
34	
..	
COMMISSIONS 	
 	
20
	
35	
..	
TIME AND APPLICABLE LAW 	
 	
20
	
36	
..	
SUCCESSORS AND ASSIGNS 	
 	
20
	
37	
..	
ENTIRE AGREEMENT 	
 	
20
	
38	
..	
EXAMINATION NOT OPTION 	
 	
20




                         i








 TABLE OF CONTENTS
(continued) 


	
39	
..	
RECORDATION 	
 	
20
	
40	
..	
OPTION TO RENEW 	
 	
20
	
41	
..	
ACCELERATION OPTION. 	
 	
22
	
42	
..	
CONSULTANT FEE 	
 	
22
	
43	
..	
ROOF SPACE FOR DISH/ANTENNA 	
 	
23
	
44	
..	
RIGHT OF FIRST OPPORTUNITY 	
 	
24
	
45	
..	
MONUMENT SIGNAGE 	
 	
25
	
46	
..	
PREMISES SIGNAGE 	
 	
25
	
47	
..	
TENANT'S SECURITY SYSTEM 	
 	
26
	
48	
..	
LIMITATION OF LANDLORD'S LIABILITY	
 	
27




EXHIBIT A - FLOOR PLAN DEPICTING THE PREMISES

EXHIBIT A-1 - SITE PLAN

EXHIBIT B - INITIAL ALTERATIONS

EXHIBIT C - COMMENCEMENT DATE MEMORANDUM

EXHIBIT D - RULES AND REGULATIONS

EXHIBIT E - FORM OF EARLY POSSESSION AGREEMENT

TEXHIBIT F - FORM OF TSUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                         ii








SILICON VALLEY PORTFOLIO LEASE


REFERENCE PAGES


	
BUILDING:

	
810 West Maude Avenue

   Sunnyvale, California 94089


	
LANDLORD:

	
SILICON VALLEY CA-I, LLC,

   a Delaware limited liability company


	
LANDLORD'S ADDRESS:

	
RREEF Management Company

   3303 Octavius Dr., Ste. 102

   Santa Clara, California 95054

   Attention: Property Manager


	
WIRE INSTRUCTIONS AND/OR ADDRESS FOR RENT PAYMENT:

	
Silicon Valley CA-I, LLC

   Dept. 2095

   P.O. Box 39000

   San Francisco, California 94139


	
LEASE REFERENCE DATE:

	
April 30, 2009

	
TENANT:

	
8X8, INC., a Delaware corporation

	
TENANT'S NOTICE ADDRESS:

	 
	
       (a) As of beginning of Term:
	
810 West Maude Avenue

   Sunnyvale, California 94089


	
       (b) Prior to beginning of Term (if different):
	
3151 Jay Street

   Santa Clara, California 95054


	
PREMISES ADDRESS:

	
810 West Maude Avenue

Sunnyvale, California 94089


	
PREMISES RENTABLE AREA:

	
Approximately 51,680 sq. ft. (for outline of Premises see UExhibit AU)


	
USE:

	
Laboratory, light manufacturing and shipping of products and general office use, with such possible use as a 24/7 call center and
network monitoring center.    


	
SCHEDULED COMMENCEMENT DATE:

	
September 1, 2009

	
TERM OF LEASE:
	
Approximately thirty-six (36) months beginning on the Commencement Date and ending on the Termination Date.  The period from
the Commencement Date to the last day of the same month is the "Commencement Month."


	
TERMINATION DATE:
	
The last day of the thirty-sixth (36PthP) full calendar month after (if the Commencement Month is not a full calendar month), or from and
including (if the Commencement Month is a full calendar month), the Commencement Month, which Termination Date is estimated to be August 31,
2012.




                         iii









	
ANNUAL RENT and MONTHLY INSTALLMENT OF RENT (Article 3):

	 






*Tenant shall not be required to pay Tenant's Proportionate Share of Taxes and Expenses during the initial Term of this Lease only as provided in
Section 4.6 of this Lease.


	
INITIAL ESTIMATED MONTHLY INSTALLMENT OF RENT ADJUSTMENTS (Article 4):

	
$0.00* (see note above and Section 4.6 of this Lease)

	
TENANT'S PROPORTIONATE SHARE:
	
100%

	
SECURITY DEPOSIT:
	
$0.00

	
ASSIGNMENT/SUBLETTING FEE:
	
$500.00

	
PARKING:
	
One hundred and eighty-nine (189) passes at no monthly parking charge (See Article on Parking) 

	
REAL ESTATE BROKER:
	
Cornish & Carey, representing Landlord, and Jones Lang LaSalle, representing Tenant


	
TENANT'S SIC CODE:
	
4813

	
AMORTIZATION RATE:
	
N/A




The Reference Pages information is incorporated into and made a part of the Lease.  In the event of any conflict between any
Reference Pages information and the Lease, the Lease shall control.  The Lease includes Exhibits A through F, all of which are made a part of the Lease.


IN WITNESS WHEREOF, Landlord and Tenant have entered into the Lease as of the Lease Reference Date set forth above.


	
LANDLORD:
	
TENANT:

	

SILICON VALLEY CA-I, LLC,

a Delaware limited liability company

	

8X8, INC., 

   a Delaware corporation

	
By:RREEF Management Company,

a Delaware corporation, its Authorized Agent

	 
	

By: _____________________________________

	
By: _________________________________


	
Name: James H. Ida

	
Name:  Bryan R. Martin


	
Title: Vice President, District Manager 

	
Title:  Chairman and CEO


	
Dated: __________________________________

	
Dated:  ______________________________






                         1








LEASE


By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in the Building as set forth and described on the Reference
Pages. The Premises are depicted on the floor plan attached hereto as UExhibit AU, and the Building is depicted on the site plan attached hereto as UExhibit A-1U.  The Reference Pages, including all terms defined thereon, are
incorporated as part of this Lease.




	USE AND RESTRICTIONS ON USE. 


1.1    The Premises are to be used solely for the purposes set forth on the Reference Pages.  Tenant shall not do or permit anything to be done in or
about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building or injure, annoy, or disturb them,
or allow the Premises to be used for any improper, immoral, unlawful, or objectionable purpose, or commit any waste.  Tenant shall not do, permit or suffer
in, on, or about the Premises the sale of any alcoholic liquor without the written consent of Landlord first obtained.  Tenant shall comply with all federal,
state and city laws, codes, ordinances, rules and regulations (collectively "Regulations") applicable to the use of the Premises and its
occupancy and shall promptly comply with all governmental orders and directions for the correction, prevention and abatement of any violations in the
Building or appurtenant land, caused or permitted by, or resulting from the specific use by, Tenant, or in or upon, or in connection with, the Premises, all at
Tenant's sole expense.  Tenant shall not do or permit anything to be done on or about the Premises or bring or keep anything into the Premises which will
in any way increase the rate of, invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building or any of its contents
by fire or other casualty or against liability for damage to property or injury to persons in or about the Building or any part thereof.

1.2    Tenant shall not, and shall not direct, suffer or permit any of its agents, contractors, employees, licensees or invitees (collectively, the "Tenant
Entities") to at any time handle, use, manufacture, store or dispose of in or about the Premises or the Building any (collectively, "Hazardous
Materials") flammables, explosives, radioactive materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances,
petroleum products or derivatives or any substance subject to regulation by or under any federal, state and local laws and ordinances relating to the
protection of the environment or the keeping, use or disposition of environmentally hazardous materials, substances, or wastes, presently in effect or
hereafter adopted, all amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances (collectively,
"Environmental Laws"), nor shall Tenant suffer or permit any Hazardous Materials to be used in any manner not fully in compliance with all
Environmental Laws, in the Premises or the Building and appurtenant land or allow the environment to become contaminated with any Hazardous
Materials.  Notwithstanding the foregoing, Tenant may handle, store, use or dispose of products containing small quantities of Hazardous Materials (such
as aerosol cans containing insecticides, toner for copiers, paints, paint remover and the like) to the extent customary and necessary for the use of the
Premises for general office purposes; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and
lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building and appurtenant land or the environment.  Tenant shall
protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in Article 31) harmless from and against any and all loss, claims,
liability or costs (including court costs and attorney's fees) incurred by reason of any actual or asserted failure of Tenant to fully comply with all applicable
Environmental Laws, or the presence, handling, use or disposition in or from the Premises of any Hazardous Materials by Tenant or any Tenant Entity
(even though permissible under all applicable Environmental Laws or the provisions of this Lease), or by reason of any actual or asserted failure of Tenant
to keep, observe, or perform any provision of this Section 1.2. T  Pursuant to California Health & Safety Code Section 25359.7, Landlord hereby
notifies Tenant that Landlord knows or has reasonable cause to believe that a release of Hazardous Materials has come to be located on or beneath the
property on which the Building lies.  Notwithstanding the foregoing, asT of the date hereof, Landlord has not received written notice from any governmental agencies that the
Building is in violation of any Environmental Laws.  Further, to Landlord's actual knowledge, there are no Hazardous Materials at the Building in violation of
Environmental Laws.  For purposes of this Section, "Landlord's actual knowledge" shall be deemed to mean and limited to the current actual
knowledge of James H. Ida and Janet LaPerle, Property Managers for the Building, at the time of execution of this Lease and not any implied, imputed, or
constructive knowledge of said individual or of Landlord or any parties related to or comprising Landlord and without any independent investigation or
inquiry having been made or any implied duty to investigate or make any inquiries; it being understood and agreed that such individual shall have no
personal liability in any manner whatsoever hereunder or otherwise related to the transactions contemplated hereby.


In the event that any governmental agency or department with valid jurisdiction requires the performance of testing, investigation or  inspection of or for
Hazardous Materials at the Premises (the "Compliance Investigation Request"), and a requirement for the same in not based on, or otherwise
resulting from, any act or omission by Tenant or any Tenant Entity (including, without limitation, any breach or default by Tenant of this Lease), Landlord
shall, at its sole cost and expense,




                         1










perform the required testing, investigation and/or inspection (the same shall not be included in Expenses).  In such
event, Tenant shall fully and timely cooperate with Landlord in good faith.  If Tenant receives a Compliance Investigation Request, Tenant shall promptly
deliver a copy of the same to Landlord and disclose to Landlord in writing whether Tenant is aware of any act or omission by Tenant or any Tenant Entity
that may be a reason or motivation for the Compliance Investigation Request.  In the event that it is determined that the Compliance Investigation Request
was prompted by an act or omission of Tenant or any Tenant Entity, Landlord shall perform the required testing, investigation and/or inspection but Tenant
shall be liable for the actual out-of-pocket costs incurred by Landlord and the same shall be reimbursed to Landlord as additional rent hereunder within
thirty (30) days following Landlord's written request therefor, which request shall be accompanied by documented evidence of such costs and expenses so
incurred by Landlord.


TTenant shall not be liable
for any cost or expense related to removal, cleaning, abatement or remediation of Hazardous Materials existing in the Premises prior to the date Landlord
grants access to the Premises to Tenant except to the extent that the foregoing results directly or indirectly from any act or omission by Tenant or any
Tenant Entity or any Hazardous Materials is disturbed, distributed or exacerbated by Tenant or any Tenant Entity.  T

1.3    Tenant and the Tenant Entities will be entitled to the non-exclusive use of the common areas of the Building as
they exist from time to time during the Term, including the parking facilities, subject to Landlord's rules and regulations regarding such use.  However, in no
event will Tenant or the Tenant Entities park more vehicles in the parking facilities than Tenant's Proportionate Share of the total parking spaces available
for common use.




	TERM. 


2.1    The Term of this Lease shall begin on the date ("Commencement Date") that Landlord shall tender possession of the Premises to
Tenant, and shall terminate on the date as shown on the Reference Pages as the Termination Date based on the actual Commencement Date
("Termination Date"), unless sooner terminated by the provisions of this Lease.  Landlord shall tender possession of the Premises with all the
work, if any, to be performed by Landlord pursuant to UExhibit BU to this Lease substantially completed, subject to any Tenant Delays (defined below).  Tenant shall deliver a
punch list of items not completed within sixty (60) days after Landlord tenders possession of the Premises and Landlord agrees to proceed with due
diligence to perform its obligations regarding such items.  Tenant shall, at Landlord's request, execute and deliver a memorandum agreement provided by
Landlord in the form of UExhibit CU
attached hereto, setting forth the actual Commencement Date, Termination Date and, if necessary, a revised rent schedule.  Should Tenant fail to do so
within thirty (30) days after Landlord's request, the information set forth in such memorandum provided by Landlord shall be conclusively presumed to be
agreed and correct.

2.2    Tenant agrees that in the event of the inability of Landlord to deliver possession of the Premises on the Scheduled Commencement Date set forth on
the Reference Pages for any reason, Landlord shall not be liable for any damage resulting from such inability, but except to the extent such delay is the
result of a Tenant Delay, Tenant shall not be liable for any rent until the time when Landlord delivers possession of the Premises to Tenant.  No such
failure to give possession on the Scheduled Commencement Date shall affect the other obligations of Tenant under this Lease, except that the actual
Commencement Date shall be postponed until the date that Landlord delivers possession of the Premises to Tenant, except to the extent that such delay is
Tarising from or related to the
acts or omissions of Tenant or any Tenant Entities, including, without limitationT as a result of:  (a) Tenant's failure to reasonably respond to Landlord's request for consent to plans and
specifications and/or construction cost estimates or bids; (b) Tenant's request for materials, finishes or installations other than Landlord's standard except
those, if any, that Landlord shall have expressly agreed to furnish without extension of time agreed by Landlord; (c) Tenant's material change in any plans
or specifications (Tenant and Landlord hereby acknowledge and agree that if any change to plans and specifications by Tenant results in an actual delay,
such change shall be deemed material); or, (d) performance or completion by a party employed by Tenant (each of the foregoing, a "Tenant
Delay").  If any delay is the result of a Tenant Delay, the Commencement Date and the payment of rent under this Lease shall be accelerated by the
number of days of such Tenant Delay.

2.3    Subject to the terms of this Section 2.3, as of the date that is five (5) days following the date that this Lease and the Early Possession Agreement (as
defined below) have been fully executed by all parties and Tenant has delivered all prepaid rental, and insurance certificates required hereunder, Landlord
grants Tenant the right to enter the Premises, at Tenant's sole risk, solely for the purpose of installing telecommunications and data cabling, equipment,
furnishings and other personalty and to conduct business in all or any portion of the Premises (e.g., subject to the terms and conditions hereof, such early
access granted to Tenant permits Tenant to partially occupy and conduct its business operations at the Premises).  Such possession prior to the
Commencement Date shall be subject to all of the terms and conditions of this Lease, except that Tenant shall not be required to pay Monthly Installment
of Rent with respect to the period of time prior to the Commencement Date during which Tenant occupies the Premises solely for such purposes.
However, Tenant shall be liable for any utilities or special services provided to Tenant during such period.  Said early possession shall not advance the
Termination Date.  Landlord may temporarily withdraw such permission to enter the Premises prior to the Commencement




                         2










Date at any time that Landlord
reasonably determines that such entry by Tenant is causing a dangerous situation for Landlord, Tenant or their respective contractors or employees, or if
Landlord reasonably determines that such entry by Tenant is hampering or otherwise preventing Landlord from proceeding with the completion of the Initial
Alterations described in UExhibit BU at the
earliest possible date.  Landlord shall not be required to reinstate Tenant's early possession unless and until Landlord determines that Tenant no longer
causes a dangerous situation or no longer hampers or otherwise prevents Landlord from proceeding with the completion of the Initial Alterations at the
earliest possible date.   As a condition to any early entry by Tenant pursuant to this Section 2.3, Tenant shall execute and deliver to Landlord an early
possession agreement (the "Early Possession Agreement") in the form attached hereto as UExhibit EU, provided by Landlord, setting forth the actual date for early
possession and the date for the commencement of payment of Monthly Installment of Rent.




	RENT.


3.1    Tenant agrees to pay to Landlord the Annual Rent in effect from time to time by paying the Monthly Installment of Rent then in effect on or before
the first day of each full calendar month during the Term, except that the first full month's rent shall be paid upon the execution of this Lease.  The Monthly
Installment of Rent in effect at any time shall be one-twelfth (1/12) of the Annual Rent in effect at such time.  Rent for any period during the Term which is
less than a full month shall be a prorated portion of the Monthly Installment of Rent based upon the number of days in such month.  Said rent shall be paid
to Landlord, without deduction or offset and without notice or demand, at the Rent Payment Address, as set forth on the Reference Pages, or to such other
person or at such other place as Landlord may from time to time designate in writing.  If an Event of Default occurs, Landlord may require by notice to
Tenant that all subsequent rent payments be made by an automatic payment from Tenant's bank account to Landlord's account, without cost to Landlord.
Tenant must implement such automatic payment system prior to the next scheduled rent payment or within ten (10) days after Landlord's notice, whichever
is later.  Unless specified in this Lease to the contrary, all amounts and sums payable by Tenant to Landlord pursuant to this Lease shall be deemed
additional rent.

3.2    Tenant recognizes that late payment of any rent or other sum due under this Lease will result in administrative expense to Landlord, the extent of
which additional expense is extremely difficult and economically impractical to ascertain.  Tenant therefore agrees that if rent or any other sum is not paid
when due and payable pursuant to this Lease, a late charge shall be imposed in an amount equal to the greater of:  (a) Fifty Dollars ($50.00), or (b) six
percent (6%) of the unpaid rent or other paymentT; provided, however, that Tenant shall be entitled to a grace period of five (5) days for the first late payment
in a calendar year.  TThe amount of the late charge to be paid by Tenant shall be reassessed and added to Tenant's obligation for
each successive month until paid.  The provisions of this Section 3.2 in no way relieve Tenant of the obligation to pay rent or other payments on or before
the date on which they are due, nor do the terms of this Section 3.2 in any way affect Landlord's remedies pursuant to Article 19 of this Lease in the event
said rent or other payment is unpaid after date due.




	RENT ADJUSTMENTS.


4.1    For the purpose of this Article 4, the following terms are defined as follows:


4.1.1    Lease Year:  Each fiscal year (as determined by Landlord from time to time) falling partly or wholly within the Term.


4.1.2    Expenses:  All costs of operation, maintenance, repair, replacement and management of the Building (including the amount of any credits
which Landlord may grant to particular tenants of the Building in lieu of providing any standard services or paying any standard costs described in this
Section 4.1.2 for similar tenants), as determined in accordance with generally accepted accounting principles, including the following costs by way of
illustration, but not limitation: water and sewer charges; insurance charges of or relating to all insurance policies and endorsements deemed by Landlord to
be reasonably necessary or desirable and relating in any manner to the protection, preservation, or operation of the Building or any part thereof; provided,
however, in the event that the Building is damaged by an earthquake (each, an "Earthquake Event") and Tenant's Proportionate Share
of the earthquake insurance deductible for an Earthquake Event exceeds $50,000.00 (with any such excess amount referred to herein as the "Excess
Deductible Share"), any such Excess Deductible Share shall be amortized over a period of ten (10) years, with interest on the unamortized amount at
one percent (1%) in excess of the Wall Street Journal prime lending rate announced from time to time, and Tenant shall only pay the initial
$50,000.00 in the year incurred and thereafter pay only the amortized portion of such Excess Deductible Share in equal monthly installments during each
remaining Lease Year of the Term (including any extension thereof) following the year in which the initial payment was made; utility costs, including, but not
limited to, the cost of heat, light, power, steam, gas; waste disposal; the cost of janitorial services; the cost of security and alarm services (including any
central station signaling system); costs of cleaning, repairing, replacing and maintaining the common areas, including parking and landscaping, window
cleaning costs; labor costs; costs and expenses of managing the Building including management and/or





                         3










administrative fees; air conditioning maintenance
costs; elevator maintenance fees and supplies; material costs; equipment costs including the cost of maintenance, repair and service agreements and
rental and leasing costs; purchase costs of equipment; current rental and leasing costs of items which would be capital items if purchased; tool costs;
licenses, permits and inspection fees; wages and salaries; employee benefits and payroll taxes; accounting and legal fees; any sales, use or service taxes
incurred in connection therewith. In addition, Landlord shall be entitled to recover, as additional rent (which, along with any other capital expenditures
constituting Expenses, Landlord may either include in Expenses or cause to be billed to Tenant along with Expenses and Taxes but as a separate item),
Tenant's Proportionate Share of: (i) an allocable portion of the cost of capital improvement items which are reasonably calculated to reduce operating
expenses; (ii) the cost of fire sprinklers and suppression systems and other life safety systems; and (iii) other capital expenses which are required under
any Regulations which were not applicable to the Building at the time it was constructed; but the costs described in this sentence shall be amortized over
the reasonable life of such expenditures in accordance with such reasonable life and amortization schedules as shall be determined by Landlord in
accordance with generally accepted accounting principles, with interest on the unamortized amount at one percent (1%) in excess of the Wall Street
Journal prime lending rate announced from time to time.  TLandlord agrees to act in a commercially reasonable manner in incurring Expenses,
taking into consideration the class and the quality of the Building and shall extrapolate Expenses in accordance with the methodology used to extrapolate
Expenses in comparable buildings owned by Landlord and its affiliates in the geographic area in which the Building is located.  TExpenses shall not include depreciation or
amortization of the Building or equipment in the Building except as provided herein, loan principal payments, costs of alterations of tenants' premises,
leasing commissions, interest expenses on long-term borrowings or advertising costs.




The following are also excluded from Expenses:




	Sums (other than management fees, it being agreed that the management fees included in Expenses are as described in Section 4.1.2 above) paid to
subsidiaries or other affiliates of Landlord for services on or to the Building and/or Premises, but only to the extent that the costs of such services exceed
the competitive cost for such services rendered by unrelated persons or entities of similar skill, competence and experience.


	Any expenses for which Landlord has received actual reimbursement (other than through Expenses).


	Attorney's fees and other expenses incurred in connection with negotiations or disputes with prospective tenants or tenants or other occupants of the
Building.


	Costs in connection with leasing space in the Building, including brokerage commissions, brochures and marketing supplies, legal fees in negotiating
and preparing lease documents.


	The cost or expense of any services or benefits provided generally to other tenants in the Building and not provided or available to Tenant.


	Fines, costs or penalties incurred as a result and to the extent of a violation by Landlord of any applicable Regulations.


	Any fines, penalties or interest resulting from the gross negligence or willful misconduct of Landlord.


	The cost of operating any commercial concession which is operated by Landlord at the Building.


	Costs incurred by Landlord for the repair of damage to the Building, to the extent that Landlord is reimbursed for such costs by insurance proceeds,
contractor warranties, guarantees, judgments or other third party sources.


	Reserves not spent by Landlord by the end of the calendar year for which Expenses are paid.


	All bad debt loss, rent loss, or reserves for bad debt or rent loss.


	Landlord's charitable and political contributions.


	All costs of purchasing or leasing major sculptures, paintings or other major works or objects of art (as opposed to decorations purchased or leased by
Landlord for display in the common areas of the Building).


	Depreciation; principal payments of mortgage and other non operating debts of Landlord.


	Except as specifically provided in Section 4.1.2, any capital improvement costs.


	Ground lease rental.


	The cost of complying with any Regulations in effect (and as interpreted and enforced) on the date of this Lease, provided
that if any portion of the Building that was in compliance with all applicable Regulations on the date of this Lease becomes out of compliance due to normal
wear and tear, the cost of bringing such portion of the Building into compliance shall be included in Expenses unless otherwise excluded pursuant to the
terms hereof.





                         4









4.1.3    Taxes:  Real estate taxes and any other taxes, charges and assessments which are levied with respect to the Building or the land
appurtenant to the Building, or with respect to any improvements, fixtures and equipment or other property of Landlord, real or personal, located in the
Building and used in connection with the operation of the Building and said land, any payments to any ground lessor in reimbursement of tax payments
made by such lessor; and all fees, expenses and costs incurred by Landlord in investigating, protesting, contesting or in any way seeking to reduce or
avoid increase in any assessments, levies or the tax rate pertaining to any Taxes to be paid by Landlord in any Lease Year.  Taxes shall not include any
corporate franchise, Tcapital stock, profits, gift, oTr estate, inheritance or net income tax, or tax imposed upon any transfer by Landlord of its interest in this
Lease or the Building or any taxes to be paid by Tenant pursuant to Article 28.




4.2    Tenant shall pay as additional rent for each Lease Year Tenant's Proportionate Share of Expenses and Taxes incurred for such Lease Year.


4.3    The annual determination of Expenses shall be made by Landlord and shall be binding upon Landlord and Tenant, subject to the provisions of this
Section 4.3.  Landlord may deliver such annual determination to Tenant via regular U.S. mail.  During the Term, Tenant may review, at Tenant's sole cost
and expense, the books and records supporting such determination in an office of Landlord, or Landlord's agent, during normal business hours, upon
giving Landlord five (5) days advance written notice within sixty (60) days after receipt of such determination, but in no event more often than once in any
one (1) year period, subject to execution of a confidentiality agreement acceptable to Landlord, and provided that if Tenant utilizes an independent
accountant to perform such review it shall be one of national standing which is reasonably acceptable to Landlord, is not compensated on a contingency
basis and is also subject to such confidentiality agreement.  If Tenant fails to object to Landlord's determination of Expenses within ninety (90) days after
receipt, or if any such objection fails to state with specificity the reason for the objection, Tenant shall be deemed to have approved such determination and
shall have no further right to object to or contest such determination. In the event that during all or any portion of any Lease Year, the Building is not fully
rented and occupied Landlord shall make an appropriate adjustment in occupancy-related Expenses for such year for the purpose of avoiding distortion of
the amount of such Expenses to be attributed to Tenant by reason of variation in total occupancy of the Building, by employing consistent and sound
accounting and management principles to determine Expenses that would have been paid or incurred by Landlord had the Building been at least ninety-
five percent (95%) rented and occupied, and the amount so determined shall be deemed to have been Expenses for such Lease Year.

4.4    Prior to the actual determination thereof for a Lease Year, Landlord may from time to time estimate Tenant's liability for Expenses and/or Taxes under
Section 4.2, Article 6 and Article 28 for the Lease Year or portion thereof.  Landlord will give Tenant written notification of the amount of such estimate and
Tenant agrees that it will pay, by increase of its Monthly Installments of Rent due in such Lease Year, additional rent in the amount of such estimate.  Any
such increased rate of Monthly Installments of Rent pursuant to this Section 4.4 shall remain in effect until further written notification to Tenant pursuant
hereto.

4.5    When the above mentioned actual determination of Tenant's liability for Expenses and/or Taxes is made for any Lease Year and when Tenant is so
notified in writing, then:


4.5.1    If the total additional rent Tenant actually paid pursuant to Section 4.3 on account of Expenses and/or Taxes for the Lease Year is less than Tenant's
liability for Expenses and/or Taxes, then Tenant shall pay such deficiency to Landlord as additional rent in one lump sum within thirty (30) days of receipt of
Landlord's bill therefor; and

4.5.2    If the total additional rent Tenant actually paid pursuant to Section 4.3 on account of Expenses and/or Taxes for the Lease Year is more than Tenant's
liability for Expenses and/or Taxes, then Landlord shall credit the difference against the then next due payments to be made by Tenant under this Article 4,
or, if this Lease has terminated, refund the difference in cash.




4.6    If the Commencement Date is other than January 1 or if the Termination Date is other than December 31, Tenant's liability for Expenses and Taxes for
the Lease Year in which said Date occurs shall be prorated based upon a three hundred sixty-five (365) day year.  Notwithstanding anything to the contrary
contained in this Lease, Tenant shall not be required to pay Tenant's Proportionate Share of Expenses and Taxes and this Article 4 shall have no force and
effect during the initial Term of this Lease only.






	SECURITY DEPOSIT.  [INTENTIONALLY OMITTED]



	ALTERATIONS. 




                         5









6.1    Except for those, if any, specifically provided for in UExhibit BU to this Lease, Tenant shall not make or suffer to be made any alterations, additions, or improvements,
including, but not limited to, the attachment of any fixtures or equipment in, on, or to the Premises or any part thereof or the making of any improvements
as required by Article 7, without the prior written consent of Landlord.  When applying for such consent, Tenant shall, if requested by Landlord, furnish
complete plans and specifications for such alterations, additions and improvements. Landlord's consent shall not be unreasonably withheld with respect to
alterations which (i) are not structural in nature, (ii) are not visible from the exterior of the Building, and (iii) do not affect or require modification of the
Building's electrical, mechanical, plumbing, HVAC or other systems.  TIn addition, Tenant shall have the right to perform, with prior written notice to but without
Landlord's consent, any alteration, addition, or improvement that satisfies all of the following criteria (a "Cosmetic Alteration"):  (1) is of a
cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (2) is not visible from the exterior of the Premises or Building; (3)
will not affect the systems or structure of the Building; (4) costs less than $75,000.00 in the aggregate during any twelve (12) month period of the Term of
this Lease, and (5) does not require work to be performed inside the walls or above the ceiling of the Premises.  However, even though consent is not
required, the performance of Cosmetic Alterations shall be subject to all of the other provisions of this Article 6.T

6.2    In the event Landlord consents to the making of any such alteration, addition or improvement by Tenant, the same
shall be made by using either Landlord's contractor or a contractor reasonably approved by Landlord, in either event at Tenant's sole cost and expense.  If
Tenant shall employ any contractor other than Landlord's contractor and such other contractor or any subcontractor of such other contractor shall employ
any non-union labor or supplier, Tenant shall be responsible for and hold Landlord harmless from any and all delays, damages and extra costs suffered by
Landlord as a result of any dispute with any labor unions concerning the wages, hours, terms or conditions of the employment of any such labor.  In any
event, Landlord may charge Tenant a construction management fee not to exceed three percent (3%) of the cost of such work to cover its overhead as it
relates to such proposed work (the foregoing construction management fee shall not apply to the Initial Alterations performed by Landlord in accordance
with UExhibit
BU to this Lease nor to the
Approved Alterations as defined in Section 7 of UExhibit BU to this Lease), plus third-party costs actually incurred by Landlord in connection with the proposed work and
the design thereof, with all such amounts being due five (5) days after Landlord's demand.

6.3    All alterations, additions or improvements proposed by Tenant shall be constructed in accordance with all Regulations, using Building standard
materials where applicable, and Tenant shall, prior to construction, provide the additional insurance required under Article 11 in such case, and also all
such assurances to Landlord as Landlord shall reasonably require to assure payment of the costs thereof, including but not limited to, notices of non-
responsibility, waivers of lien, surety company performance bonds and funded construction escrows and to protect Landlord and the Building and
appurtenant land against any loss from any mechanic's, materialmen's or other liens.  Tenant shall pay in addition to any sums due pursuant to Article 4,
any increase in real estate taxes attributable to any such alteration, addition or improvement for so long, during the Term, as such increase is
ascertainable; at Landlord's election said sums shall be paid in the same way as sums due under Article 4.  Landlord may, as a condition to its consent to
any particular alterations or improvements, require Tenant to deposit with Landlord the amount reasonably estimated by Landlord as sufficient to cover the
cost of removing such alterations or improvements and restoring the Premises, to the extent required under Section 26.2.

6.4    TNotwithstanding anything to the contrary contained herein, so long as Tenant's written request for consent for a proposed alteration or
improvements contains the following statement in large, bold and capped font "PURSUANT TO ARTICLE 6 OF THE LEASE, IF LANDLORD
CONSENTS TO THE SUBJECT ALTERATION, LANDLORD SHALL NOTIFY TENANT IN WRITING WHETHER OR NOT LANDLORD WILL REQUIRE
SUCH ALTERATION TO BE REMOVED AT THE EXPIRATION OR EARLIER TERMINATION OF THE LEASE.", at the time Landlord gives its
consent for any alterations or improvements, if it so does, Tenant shall also be notified whether or not Landlord will require that such alterations or
improvements be removed upon the expiration or earlier termination of this Lease.  Notwithstanding anything to the contrary contained in this Lease, at the
expiration or earlier termination of this Lease and otherwise in accordance with Article 26 hereof, Tenant shall be required to remove all alterations or
improvements made to the Premises except for any such alterations or improvements which Landlord expressly indicates or is deemed to have indicated
shall not be required to be removed from the Premises by Tenant.  If Tenant's written notice strictly complies with the foregoing and if Landlord fails to so
notify Tenant whether Tenant shall be required to remove the subject alterations or improvements at the expiration or earlier termination of this Lease, it
shall be assumed that Landlord shall require the removal of the subject alterations or improvements.T




	REPAIR.


7.1    Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises, except as specified in UExhibit BU if attached to this Lease and except that
Landlord shall repair and maintain the structural portions of the Building, including the foundation, roof structure and exterior walls, basic plumbing, air
conditioning, heating and




                         6










electrical systems installed or furnished by Landlord.  By taking possession of the Premises, Tenant accepts them as being in
good order, condition and repair and in the condition in which Landlord is obligated to deliver them, except as set forth in the punch list to be delivered
pursuant to Section 2.1.  However, notwithstanding the foregoing, Landlord agrees that the base Building electrical, heating, ventilation and air conditioning
and plumbing systems located in the Premises shall be in good working order as of the date Landlord delivers possession of the Premises to Tenant.
Except to the extent caused by the acts or omissions of Tenant or any Tenant Entities or by any alterations or improvements performed by or on behalf of
Tenant, if such systems are not in good working order and repair as of the date possession of the Premises is delivered to Tenant and Tenant provides
Landlord with notice of the same within three hundred and sixty-five (365) days following the date Landlord delivers possession of the Premises to Tenant,
Landlord shall be responsible for repairing or restoring the same.  The foregoing shall not apply to any inadequacy of the existing HVAC system serving the
Premises for Tenant's purposes, as more particularly addressed in Section 7.5.  It is hereby understood and agreed that no representations respecting the
condition of the Premises or the Building have been made by Landlord to Tenant, except as specifically set forth in this Lease.

7.2    Tenant shall, at all times during the Term, keep the Premises in as good condition and repair as received excepting damage by fire, or other casualty,
and in compliance with all applicable Regulations, promptly complying with all governmental orders and directives for the correction, prevention and
abatement of any violations or nuisances in or upon, or connected with, the Premises, all at Tenant's sole expense.  T  T

7.3    Landlord shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure
shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to Landlord by Tenant.

7.4    Except as provided in Article 22, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's
business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or to fixtures,
appurtenances and equipment in the Building. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections
1941 and 1942 of the California Civil Code, or any similar or successor Regulations or other laws now or hereinafter in effect.

7.5    In the event that Tenant determines within one hundred eighty (180) days after the full and final execution of this Lease that additional heating,
ventilating and air conditioning equipment is reasonably necessary to meet Tenant's needs in the network operations control room (the "NOC
Room"), server room or training room located in the Premises (the "HVAC Work") and provided that Tenant is not then in default under
this Lease beyond applicable notice and cure periods, Tenant shall provide plans and specifications for the HVAC Work for Landlord's reasonable
approval, and upon such approval Landlord shall cause such HVAC Work to be performed.  Tenant shall be responsible for the entire cost of the HVAC
Work and shall (i) reimburse Landlord for all such costs as additional rent, or (ii) remit payment directly to the contractor responsible for performing the
HVAC Work, within thirty (30) days of written demand.  Notwithstanding the foregoing, so long as  Tenant is not in default under the Lease, within such
thirty (30) day period Tenant may request an allowance of up to $27,060.00 (the "HVAC Allowance") to be applied by Landlord towards
Tenant's responsibility for the costs of the HVAC Work.  Any HVAC Allowance paid to or on behalf of Tenant hereunder shall be repaid to Landlord as
additional rent in equal monthly installments throughout the remainder of the initial Term, commencing on the first day of the first full calendar month
following the date the HVAC Allowance is disbursed to Tenant, with interest at one percent (1%) in excess of the Wall Street Journal prime lending rate
announced from time to time.  If Tenant is in default under the Lease after the expiration of applicable cure periods, the entire unpaid balance of the HVAC
Allowance paid to or on behalf of Tenant shall become immediately due and payable and, except to the extent required by applicable law, shall not be
subject to mitigation or reduction in connection with a reletting of the Premises by Landlord.  Upon request of Landlord, Tenant shall execute an
amendment to the Lease or other appropriate agreement, prepared by Landlord, evidencing the amount of the HVAC Allowance requested by Tenant and
the repayment schedule relating to Tenant's repayment of the HVAC Allowance, as described herein.




	LIENS.  Tenant shall keep the Premises, the Building and appurtenant land and Tenant's leasehold interest in the Premises free from any
liens arising out of any services, work or materials performed, furnished, or contracted for by Tenant, or obligations incurred by Tenant.  In the event that
Tenant fails, within ten (10) days following the imposition of any such lien, to either cause the same to be released of record or provide Landlord with
insurance against the same issued by a major title insurance company or such other protection against the same as Landlord shall accept (such failure to
constitute an Event of Default), Landlord shall have the right to cause the same to be released by such means as it shall deem proper, including payment
of the claim giving rise to such lien.  All such sums paid by Landlord and all expenses incurred by it in connection therewith shall be payable to it by Tenant
within five (5) days of Landlord's demand.



	ASSIGNMENT AND SUBLETTING.



                         7









9.1    TExcept in connection with a Permitted Transfer (defined in Section 9.8 below), TTenant shall not have the right to assign or pledge this Lease or to sublet the whole or
any part of the Premises whether voluntarily or by operation of law, or permit the use or occupancy of the Premises by anyone other than Tenant, and shall
not make, suffer or permit such assignment, subleasing or occupancy without the prior written consent of Landlord, such consent not to be unreasonably
withheld, and said restrictions shall be binding upon any and all assignees of this Lease and subtenants of the Premises.  In the event Tenant desires to
sublet, or permit such occupancy of, the Premises, or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord at least
fifteen (15) days but no more than one hundred twenty (120) days prior to the proposed commencement date of such subletting or assignment, which
notice shall set forth the name of the proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of financial reports and
other relevant financial information of the proposed subtenant or assignee.

9.2    Notwithstanding any assignment or subletting, permitted or otherwise, Tenant shall at all times remain directly, primarily and fully responsible and
liable for the payment of the rent specified in this Lease and for compliance with all of its other obligations under the terms, provisions and covenants of this
Lease.  Upon the occurrence of an Event of Default, if the Premises or any part of them are then assigned or sublet, Landlord, in addition to any other
remedies provided in this Lease or provided by law, may, at its option, collect directly from such assignee or subtenant all rents due and becoming due to
Tenant under such assignment or sublease and apply such rent against any sums due to Landlord from Tenant under this Lease, and no such collection
shall be construed to constitute a novation or release of Tenant from the further performance of Tenant's obligations under this Lease.

9.3    In addition to Landlord's right to approve any subtenant or assignee, Landlord shall have the option, in its sole discretion, in the event of any proposed
sublease of 100% of the Premises or an assignment of this Lease to terminate this Lease effective as of the date the proposed assignment or subletting is
to be effective and, in the case of a sublease (a) that would result in fifty percent (50%) or more of the Premises being subject to the sublease, or
(b) a sublease for a term of more than fifty percent (50%) of the then-remaining Term of this Lease, to recapture the portion of the Premises to be
sublet effective as of the date the proposed subletting is to be effective.  The option shall be exercised, if at all, by Landlord giving Tenant written notice
given by Landlord to Tenant within fifteen (15) days following Landlord's receipt of Tenant's written notice as required above.  However, if Tenant notifies
Landlord, within five (5) days after receipt of Landlord's termination notice, that Tenant is rescinding its proposed assignment or sublease, the termination
notice shall be void and this Lease shall continue in full force and effect.  If this Lease shall be terminated with respect to the entire Premises pursuant to
this Section, the Term of this Lease shall end on the date stated in Tenant's notice as the effective date of the sublease or assignment as if that date had
been originally fixed in this Lease for the expiration of the Term.  If Landlord recaptures under this Section only a portion of the Premises, the rent to be
paid from time to time during the unexpired Term shall abate proportionately based on the proportion by which the approximate square footage of the
remaining portion of the Premises shall be less than that of the Premises as of the date immediately prior to such recapture.  Tenant shall, at Tenant's own
cost and expense, discharge in full any outstanding commission obligation which may be due and owing as a result of any proposed assignment or
subletting, whether or not the Premises are recaptured pursuant to this Section 9.3 and rented by Landlord to the proposed tenant or any other tenant.

9.4    In the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall pay to Landlord as additional rent an amount equal to fifty percent
(50%) of any Increased Rent (as defined below), less the Costs Component (as defined below), when and as such Increased Rent is received by Tenant.
As used in this Section, "Increased Rent" shall mean the excess of (i) all rent and other consideration which Tenant is entitled to receive by
reason of any sale, sublease, assignment or other transfer of this Lease, over (ii) the rent otherwise payable by Tenant under this Lease at such time.  For
purposes of the foregoing, any consideration received by Tenant in form other than cash shall be valued at its fair market value as determined by Landlord
in good faith.  The "Costs Component" is that amount which, if paid monthly, would fully amortize on a straight-line basis, over the entire period
for which Tenant is to receive Increased Rent, the reasonable costs incurred by Tenant for leasing commissions, attorneys fees, and tenant improvements
in connection with such sublease, assignment or other transfer.

9.5    Notwithstanding any other provision hereof, it shall be considered reasonable for Landlord to withhold its consent to any assignment of this Lease or
sublease of any portion of the Premises if at the time of either Tenant's notice of the proposed assignment or sublease or the proposed commencement
date thereof, there shall exist any uncured TEvent of Default of Tenant, or any default for which Landlord has provided notice (except for a monetary
default) that remains uncured, or matter for which Landlord has provided noticeT which will become a default of Tenant with passage of time unless
cured, or if the proposed assignee or sublessee is an entity:  (a) with which Landlord is already in negotiationT (unless Landlord does not have space available
for lease in the Building that is comparable to the space Tenant desires to sublet or assign; provided, however, Landlord shall be deemed to have
comparable space if it has, or will have, space available on any floor of the Building that is approximately the same size as the space Tenant desires to
sublet or assign within four (4) months, in the aggregate, of the proposed commencement of the proposed sublease or assignment, and for a comparable




                         8










term)T; (b) is already an occupant of the Building unless Landlord is unable to provide the amount of space required by such occupant; (c) is a
governmental agency; (d) is incompatible with the character of occupancy of the Building; (e) with which the payment for the sublease or assignment is
determined in whole or in part based upon its net income or profits; or (f) would subject the Premises to a use which would:  (i) involve materially increased
personnel or wear upon the Building; (ii)  violate any exclusive right granted to another tenant of the Building; (iii) require any addition to or modification of
the Premises or the Building in order to comply with building code or other governmental requirements; or, (iv) involve a violation of Section 1.2.  Tenant
expressly agrees that for the purposes of any statutory or other requirement of reasonableness on the part of Landlord, Landlord's refusal to consent to any
assignment or sublease for any of the reasons described in this Section 9.5, shall be conclusively deemed to be reasonable.


9.6    Upon any request to assign or sublet, Tenant will pay to Landlord the Assignment/Subletting Fee plus, on demand, a sum equal to all of Landlord's
reasonable costs, including reasonable attorney's fees, incurred in investigating and considering any proposed or purported assignment or pledge of this
Lease or sublease of any of the Premises T(the "Review Reimbursement"), Tregardless of whether Landlord shall consent to,
refuse consent, or determine that Landlord's consent is not required for, such assignment, pledge or sublease.  TExcept as otherwise expressly provided herein,
the Review Reimbursement shall not exceed $500.00 (the "Cap").  TAny purported sale, assignment, mortgage, transfer of this Lease or subletting which
does not comply with the provisions of this Article 9 shall be void.  TIf: (a) Tenant fails to execute Landlord's standard reasonable form of consent without
any changes to this Lease, without material changes to the consent and without material negotiation of the consent, and (b) Landlord shall notify Tenant
that the Review Reimbursement shall exceed the Cap as a result of such changes and/or negotiation, and (c) Tenant elects to proceed with such changes
and/or negotiation, then the Cap shall not apply and Tenant shall pay to Landlord the Assignment/Subletting Fee plus the Review Reimbursement in full.
The foregoing shall in no event be deemed to be a right of Tenant to rescind its written notice to Landlord requesting consent to a transfer of this Lease or
a sublease of all or a portion of the Premises as provided in Section 9.1.  In the event that Tenant fails to notify Landlord of its election as provided in
subsection (c) above within three (3) business days following Landlord's notice to Tenant of the excess described in subsection (b) above, then Tenant
shall be deemed to have elected proceed with any such changes and/or negotiation and the Cap shall not applyT.

9.7    If Tenant is a corporation, limited liability company, partnership or trust, any transfer or transfers of or change or changes within any twelve (12)
month period in the number of the outstanding voting shares of the corporation or limited liability company, the general partnership interests in the
partnership or the identity of the persons or entities controlling the activities of such partnership or trust resulting in the persons or entities owning or
controlling a majority of such shares, partnership interests or activities of such partnership or trust at the beginning of such period no longer having such
ownership or control shall be regarded as equivalent to an assignment of this Lease to the persons or entities acquiring such ownership or control and shall
be subject to all the provisions of this Article 9 to the same extent and for all intents and purposes as though such an assignment.

9.8    TSo long as Tenant is not entering into the Permitted Transfer (as defined below) for the purpose of avoiding or otherwise circumventing the
remaining terms of this Article 9, Tenant may assign its entire interest under this Lease, without the consent of Landlord, to (a) an affiliate, subsidiary, or
parent of Tenant, or a corporation, partnership or other legal entity wholly owned by Tenant (collectively, an "Affiliated Party"), or (b) a
successor to Tenant by purchase, merger, consolidation or reorganization, provided that all of the following conditions are satisfied (each such transfer a
"Permitted Transfer" and any such assignee or sublessee of a Permitted Transfer, a "Permitted Transferee"):  (i) Tenant is not in
default under this Lease beyond any applicable notice and cure period; (ii) the Permitted Use does not allow the Premises to be used for retail purposes;
(iii) Tenant shall give Landlord written notice at least twenty (20) days prior to the effective date of the proposed Permitted Transfer (provided that, if
prohibited by confidentiality in connection with a proposed purchase, merger, consolidation or reorganization, then Tenant shall give written notice to
Landlord within thirty (30) days after the effective date of the proposed purchase, merger, consolidation or reorganization); (iv) with respect to a proposed
Permitted Transfer to an Affiliated Party, Tenant continues to have a net worth equal to Tenant's net worth as of the date of this Lease; and (v) with respect
to a purchase, merger, consolidation or reorganization or any Permitted Transfer which results in Tenant ceasing to exist as a separate legal entity, (A)
Tenant's successor shall own all or substantially all of the assets of Tenant, and (B) Tenant's successor shall have a net worth which is at least equal to the
greater of Tenant's net worth at the date of this Lease or Tenant's net worth as of the day prior to the proposed purchase, merger, consolidation or
reorganization.  Tenant's notice to Landlord shall include information and documentation showing that each of the above conditions has been satisfied.  If
requested by Landlord, Tenant's successor shall sign a commercially reasonable form of assumption agreement.  As used herein, (1) "parent"
shall mean a company which owns a majority of Tenant's voting equity; (2) "subsidiary" shall mean an entity wholly owned by Tenant or at least
fifty-one percent (51%) of whose voting equity is owned by Tenant; and (3) "affiliate" shall mean an entity controlled, controlling or under
common control with Tenant.T




                         9











	INDEMNIFICATION.


10.1    None of the Landlord Entities shall be liable and Tenant hereby waives all claims against them for any damage to any property or any injury to any
person in or about the Premises or the Building by or from any cause whatsoever (including without limiting the foregoing, rain or water leakage of any
character from the roof, windows, walls, basement, pipes, plumbing works or appliances, the Building not being in good condition or repair, gas, fire, oil,
electricity or theft), except to the extent caused by or arising from the gross negligence or willful misconduct of Landlord or its agents, employees or
contractors.  Tenant shall protect, indemnify and hold the Landlord Entities harmless from and against any and all loss, claims, liability or costs (including
court costs and attorney's fees) incurred by reason of (a) any damage to any property (including but not limited to property of any Landlord Entity) or any
injury (including but not limited to death) to any person occurring in, on or about the Premises or the Building to the extent that such injury or damage shall
be caused by or arise from any actual or alleged act, neglect, fault, or omission by or of Tenant or any Tenant Entity to meet any standards imposed by any
duty with respect to the injury or damage; (b) the conduct or management of any work or thing whatsoever done by the Tenant in or about the Premises or
from transactions of the Tenant concerning the Premises; (c) Tenant's actual or asserted failure to comply with any and all Regulations applicable to the
condition or use of the Premises or its occupancy; or (d) any breach or default on the part of Tenant in the performance of any covenant or agreement on
the part of the Tenant to be performed pursuant to this Lease.

10.2    TLandlord shall protect, indemnify and hold Tenant harmless from and against any and all loss, claims, liability or costs (including court costs and
attorney's fees) incurred by reason of any damage to any property (including but not limited to property of Tenant) or any injury (including but not limited to
death) to any person occurring in, on or about the common areas of the Building to the extent that such injury or damage shall be caused by or arise from
the gross negligence or willful misconduct of Landlord or any of Landlord's agents or employees.

10.3    The provisions of this Article shall survive the termination of this Lease with respect to any claims or liability accruing prior to such
termination.




	INSURANCE.


11.1    Tenant shall keep in force throughout the Term: (a) a Commercial General Liability insurance policy or policies to protect the Landlord Entities
against any liability to the public or to any invitee of Tenant or a Landlord Entity incidental to the use of or resulting from any accident occurring in or upon
the Premises with a limit of not less than $1,000,000 per occurrence and not less than $2,000,000 in the annual aggregate, or such larger amount as
Landlord may prudently require from time to time, covering bodily injury and property damage liability and $1,000,000 products/completed operations
aggregate; (b) Business Auto Liability covering owned, non-owned and hired vehicles with a limit of not less than $1,000,000 per accident; (c) Worker's
Compensation Insurance with limits as required by statute and Employers Liability with limits of $500,000 each accident, $500,000 disease policy limit,
$500,000 disease--each employee; (d) All Risk or Special Form coverage protecting Tenant against loss of or damage to Tenant's alterations, additions,
improvements, carpeting, floor coverings, panelings, decorations, fixtures, inventory and other business personal property situated in or about the
Premises to the full replacement value of the property so insured; and, (e) Business Interruption Insurance with limit of liability representing loss of at least
approximately six (6) months of income.  Landlord agrees to waive Business Interruption insurance requirements of Tenant. In doing so, Tenant hereby
agrees that Tenant waives all claims for recovery against Landlord for business interruption expenses that would have been covered by the waived
Business Interruption insurance. Tenant agrees that Tenant's insurance carrier will not subrogate against Landlord's insurance carrier for the same.

11.2    The aforesaid policies shall (a) be provided at Tenant's expense; (b) name the Landlord Entities as additional insureds (General Liability) and loss
payee (Property-Special Form); (c) be issued by an insurance company with a minimum Best's rating of "A-:VII" during the Term; and (d)
provide that said insurance shall not be canceled unless thirty (30) days prior written notice (ten days for non-payment of premium) shall have been given
to Landlord; a certificate of Liability insurance on ACORD Form 25 and a certificate of Property insurance on ACORD Form 28 shall be delivered to
Landlord by Tenant upon the Commencement Date and at least ten (10) days prior to each renewal of said insurance.

11.3    Whenever Tenant shall undertake any alterations, additions or improvements in, to or about the Premises ("Work") the aforesaid insurance
protection must extend to and include injuries to persons and damage to property arising in connection with such Work, without limitation including liability
under any applicable structural work act, and such other insurance as Landlord shall require; and the policies of or certificates evidencing such insurance
must be delivered to Landlord prior to the commencement of any such Work.




	WAIVER OF SUBROGATION.  Tenant and Landlord hereby mutually waive their respective rights of recovery against each other for any loss
insured (or required to be insured pursuant to this Lease) by fire, extended coverage, All Risks or other insurance now or hereafter existing for the benefit
of the respective party but only to the extent of the net insurance proceeds payable under such policies.  Each party shall obtain any special endorsements
required by their insurer to evidence compliance with the aforementioned waiver.



                         10











	SERVICES AND UTILITIES.  Tenant shall pay for all water, gas, heat, light, power, telephone, sewer, sprinkler system charges and other
utilities and services used on or from the Premises, together with any taxes, penalties, and surcharges or the like pertaining thereto and any maintenance
charges for utilities.  Tenant shall furnish all electric light bulbs, tubes and ballasts, battery packs for emergency lighting and fire extinguishers.  Landlord
shall in no event be liable for any interruption or failure of utility services on or to the Premises.  Landlord hereby represents that standard fiber optic
infrastructure, including cable is, as of the date of this Lease, installed to the existing main point of entry located in the existing telco/server room in the
Premises (the "Fiber Optic Cable").  Except to the extent caused by the acts or omissions of Tenant or any Tenant Entities or by any alterations
or improvements performed by or on behalf of Tenant, if the Fiber Optic Cable is not in good condition as of the date possession of the Premises is
delivered to Tenant and Tenant provides Landlord with notice of the same within thirty (30) days following the date Landlord delivers possession (including
the date of early access as provided in Article 2 above) of the Premises to Tenant, Landlord shall be responsible for bringing the same into good
condition.


	HOLDING OVER.  Tenant shall pay Landlord for each day Tenant retains possession of the Premises or part of them after termination of this
Lease by lapse of time or otherwise at the rate ("Holdover Rate") which shall be One Hundred and Fifty Percent (150%) of the amount of the
Annual Rent (which is, as stated below, pro rated on a daily basis) for the last period prior to the date of such termination plus Tenant's Proportionate
Share of Expenses and Taxes under Article 4, prorated on a daily basis, and also pay all damages sustained by Landlord by reason of such retention.  If
Landlord gives notice to Tenant of Landlord's election to such effect, such holding over shall constitute renewal of this Lease for a period from month to
month at the Holdover Rate, but if the Landlord does not so elect, no such renewal shall result notwithstanding acceptance by Landlord of any sums due
hereunder after such termination; and instead, a tenancy at sufferance at the Holdover Rate shall be deemed to have been created.  In any event, no
provision of this Article 14 shall be deemed to waive Landlord's right of reentry or any other right under this Lease or at law.


	SUBORDINATION.  Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination,
this Lease shall be subject and subordinate at all times to ground or underlying leases and to the lien of any mortgages or deeds of trust now or hereafter
placed on, against or affecting the Building, Landlord's interest or estate in the Building, or any ground or underlying lease; provided, however, that if the
lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant's interest in this Lease be superior to any such
instrument, then, by notice to Tenant, this Lease shall be deemed superior, whether this Lease was executed before or after said instrument.
Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver within ten (10) business days of Landlord's request such further
instruments evidencing such subordination or superiority of this Lease as may be required by Landlord.  Notwithstanding the foregoing, upon written
request by Tenant, Landlord will use reasonable efforts to obtain a non-disturbance, subordination and attornment agreement from Landlord's then current
mortgagee on such mortgagee's then current standard form of agreement.  "Reasonable efforts" of Landlord shall not require Landlord to incur
any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by the
mortgagee.  Upon request of Landlord, Tenant will execute the mortgagee's form of non-disturbance, subordination and attornment agreement and return
the same to Landlord for execution by the mortgagee.  Landlord's failure to obtain a non-disturbance, subordination and attornment agreement for Tenant
shall have no effect on the rights, obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord hereunder.
Notwithstanding the foregoing in this Section to the contrary, as a condition precedent to the future subordination of this Lease to a future mortgage,
Landlord shall be required to provide Tenant with a non-disturbance, subordination, and attornment agreement in favor of Tenant from any such mortgagee
who comes into existence after the Commencement Date.  Such non-disturbance, subordination, and attornment agreement in favor of Tenant shall
provide that, so long as Tenant is paying the rent due under the Lease and is not otherwise in default under the Lease beyond any applicable cure period,
its right to possession and the other terms of the Lease shall remain in full force and effect.  Such non-disturbance, subordination, and attornment
agreement may include other commercially reasonable provisions in favor of the mortgagee, including, without limitation, additional time on behalf of the
mortgagee to cure defaults of the Landlord and provide that (a) neither mortgagee nor any successor-in-interest shall be bound by (i) any
payment of the Monthly Installment of Rent or any other sum due under this Lease for more than one (1) month in advance or (ii) any amendment or
modification of the Lease made without the express written consent of mortgagee or any successor-in-interest; (b) neither mortgagee nor any
successor-in-interest will be liable for (i) any act or omission or warranties of any prior landlord (including Landlord), (ii) the breach of any
warranties or obligations relating to construction of improvements on the property or any tenant finish work performed or to have been performed by any
prior landlord (including Landlord), or (iii) the return of any security deposit, except to the extent such deposits have been received by mortgagee;
and (c) neither mortgagee nor any successor-in-interest shall be subject to any offsets or defenses which Tenant might have against any prior
landlord (including Landlord).  Landlord shall use commercially reasonable efforts to obtain an



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executed Subordination,
Nondisturbance and Attornment Agreement for Tenant's benefit in the form of UExhibit FU attached hereto within thirty (30) days following the mutual execution and delivery of this Lease and the
Subordination, Nondisturbance and Attornment Agreement in the form of UExhibit FU.  




	RULES AND REGULATIONS.  Tenant shall faithfully observe and comply with all the rules and regulations as set forth in UExhibit DU to this Lease and all reasonable and non-
discriminatory modifications of and additions to them from time to time put into effect by Landlord.  Landlord shall not be responsible to Tenant for the
non-performance by any other tenant or occupant of the Building of any such rules and regulations.  Landlord hereby agrees to use
commercially reasonable efforts to generally enforce the rules and regulations in a nondiscriminatory manner.  In the event of any conflict between any of
the rules and regulations set forth in Exhibit D hereto and this Lease, the terms of this Lease shall control.



	REENTRY BY LANDLORD.


17.1    Landlord reserves and shall at all times have the right to re-enter the Premises to inspect the same, to show said Premises to prospective
purchasers, mortgagees or tenants, and to alter, improve or repair the Premises and any portion of the Building, without abatement of rent, and may for
that purpose erect, use and maintain scaffolding, pipes, conduits and other necessary structures and open any wall, ceiling or floor in and through the
Building and Premises where reasonably required by the character of the work to be performed, provided entrance to the Premises shall not be blocked
thereby, and further provided that the business of Tenant shall not be interfered with unreasonably.  Notwithstanding the foregoing, except (i) to the extent
requested by Tenant, (ii) in connection with scheduled maintenance programs, and/or (iii) in the event of an emergency, Landlord shall provide to Tenant
reasonable prior notice (either written or oral) before Landlord enters the Premises to perform any repairs therein.  Landlord hereby agrees to use
commercially reasonable efforts to generally enforce the rules and regulations in a nondiscriminatory manner.  In the event of any conflict between any of
the rules and regulations set forth in Exhibit D hereto and this Lease, the terms of this Lease shall control.  Landlord shall have the right at any time to
change the arrangement and/or locations of entrances, or passageways, doors and doorways, and corridors, windows, elevators, stairs, toilets or other
public parts of the Building and to change the name, number or designation by which the Building is commonly known.  In the event that Landlord damages
any portion of any wall or wall covering, ceiling, or floor or floor covering within the Premises, Landlord shall repair or replace the damaged portion to match
the original as nearly as commercially reasonable but shall not be required to repair or replace more than the portion actually damaged. Tenant hereby
waives any claim for damages for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the
Premises, and any other loss occasioned by any action of Landlord authorized by this Article 17.  Notwithstanding the foregoing, except in emergency
situations, as determined by Landlord, Landlord shall exercise reasonable efforts to perform any entry into the Premises in a manner that is reasonably
designed to minimize interference with the operation of Tenant's business in the Premises.

17.2    For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in the Premises, excluding
Tenant's vaults and safes or special security areas (designated in advance), and Landlord shall have the right to use any and all means which Landlord
may deem proper to open said doors in an emergency to obtain entry to any portion of the Premises.  As to any portion to which access cannot be had by
means of a key or keys in Landlord's possession, Landlord is authorized to gain access by such means as Landlord shall elect and the cost of repairing
any damage occurring in doing so shall be borne by Tenant and paid to Landlord within five (5) days of Landlord's demand.




	DEFAULT.



18.1    Except as otherwise provided in Article 20, the following events shall be deemed to be Events of Default under this Lease:


18.1.1    Tenant shall fail to pay when due any sum of money becoming due to be paid to Landlord under this Lease, whether such sum be any installment of
the rent reserved by this Lease, any other amount treated as additional rent under this Lease, or any other payment or reimbursement to Landlord required
by this Lease, whether or not treated as additional rent under this Lease, and such failure shall continue for a period of five (5) days after written notice that
such payment was not made when due, but if any such notice shall be given two (2) times during the twelve (12) month period commencing with the date
of the first (1PstP) such notice,
the third (3PrdP) failure to
pay within five (5) days after due any additional sum of money becoming due to be paid to Landlord under this Lease during such twelve (12) month period
shall be an Event of Default, without notice.   The notice required pursuant to this Section 18.1.1 shall replace rather than supplement any statutory notice
required under California Code of Civil Procedure Section 1161 or any similar or successor statute.

18.1.2    Tenant shall fail to comply with any term, provision or covenant of this Lease which is not provided for in another Section of this Article and shall not
cure such failure within twenty (20) days (forthwith, if the failure




                         12










involves a hazardous condition) after written notice of such failure to Tenant provided,
however, that such failure shall not be an event of default if such failure could not reasonably be cured during such twenty (20) day period, Tenant has
commenced the cure within such twenty (20) day period and thereafter is diligently pursuing such cure to completion, but the total aggregate cure period
shall not exceed ninety (90) days.

18.1.3    Tenant shall fail to vacate the Premises immediately upon termination of this Lease, by lapse of time or otherwise, or upon termination of Tenant's
right to possession only.

18.1.4    Tenant shall become insolvent, admit in writing its inability to pay its debts generally as they become due, file a petition in bankruptcy or a petition to
take advantage of any insolvency statute, make an assignment for the benefit of creditors, make a transfer in fraud of creditors, apply for or consent to the
appointment of a receiver of itself or of the whole or any substantial part of its property, or file a petition or answer seeking reorganization or arrangement
under the federal bankruptcy laws, as now in effect or hereafter amended, or any other applicable law or statute of the United States or any state
thereof.

18.1.5    A court of competent jurisdiction shall enter an order, judgment or decree adjudicating Tenant bankrupt, or appointing a receiver of Tenant, or of the
whole or any substantial part of its property, without the consent of Tenant, or approving a petition filed against Tenant seeking reorganization or
arrangement of Tenant under the bankruptcy laws of the United States, as now in effect or hereafter amended, or any state thereof, and such order,
judgment or decree shall not be vacated or set aside or stayed within sixty (60) days from the date of entry thereof.






	REMEDIES.



19.1    Upon the occurrence of any Event or Events of Default under this Lease, whether enumerated in Article 18 or not, Landlord shall have the option
to pursue any one or more of the following remedies without any notice (except as expressly prescribed herein) or demand whatsoever (and without
limiting the generality of the foregoing, Tenant hereby specifically waives notice and demand for payment of rent or other obligations and waives any and
all other notices or demand requirements imposed by applicable law):


19.1.1    Terminate this Lease and Tenant's right to possession of the Premises and recover from Tenant an award of damages equal to the sum of the
following:


19.1.1.1    The Worth at the Time of Award of the unpaid rent which had been earned at the time of termination;

19.1.1.2    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 rent loss that Tenant affirmatively proves could have been reasonably avoided;

19.1.1.3    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 rent loss that Tenant affirmatively proves could be reasonably avoided;

19.1.1.4    Any other amount necessary to compensate Landlord for all the detriment either proximately caused by Tenant's failure to perform Tenant's
obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and

19.1.1.5    All such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time under applicable law.




The "Worth at the Time of Award" of the amounts referred to in parts 19.1.1.1 and 19.1.1.2 above, shall be computed by allowing interest at
the lesser of a per annum rate equal to: (i) the greatest per annum rate of interest permitted from time to time under applicable law, or (ii) the Prime Rate
plus 5%.  For purposes hereof, the "Prime Rate" shall be the per annum interest rate publicly announced as its prime or base rate by a federally
insured bank selected by Landlord in the State of California.  The "Worth at the Time of Award" of the amount referred to in part 19.1.1.3,
above, 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
1%;


19.1.2    Employ the remedy described in California Civil Code   1951.4 (Landlord may continue this Lease in effect after Tenant's breach and abandonment
and recover rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations); or




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19.1.3    Notwithstanding Landlord's exercise of the remedy described in California Civil Code   1951.4 in respect of an Event or Events of Default, at such time
thereafter as Landlord may elect in writing, to terminate this Lease and Tenant's right to possession of the Premises and recover an award of damages as
provided above in Section 19.1.1.




19.2    The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term,
covenant or condition of this Lease, other than the failure of Tenant to pay the particular rent so accepted, regardless of Landlord's knowledge of such
preceding breach at the time of acceptance of such rent.  No waiver by Landlord of any breach hereof shall be effective unless such waiver is in writing and
signed by Landlord.

19.3    TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF THE CIVIL CODE OF CALIFORNIA AND BY
SECTIONS 1174 (c) AND 1179 OF THE CODE OF CIVIL PROCEDURE OF CALIFORNIA AND ANY AND ALL OTHER REGULATIONS AND RULES OF
LAW FROM TIME TO TIME IN EFFECT DURING THE TERM PROVIDING THAT TENANT SHALL HAVE ANY RIGHT TO REDEEM, REINSTATE OR
RESTORE THIS LEASE FOLLOWING ITS TERMINATION BY REASON OF TENANT'S BREACH.  TENANT ALSO HEREBY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS
LEASE.

19.4    No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy, and each and every
right and remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing by agreement, applicable
law or in equity.  In addition to other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive
relief, or to a decree compelling performance of any of the covenants, agreements, conditions or provisions of this Lease, or to any other remedy allowed
to Landlord at law or in equity.  Forbearance by Landlord to enforce one or more of the remedies herein provided upon an Event of Default shall not be
deemed or construed to constitute a waiver of such Event of Default.

19.5    This Article 19 shall be enforceable to the maximum extent such enforcement is not prohibited by applicable law, and the unenforceability of any
portion thereof shall not thereby render unenforceable any other portion.

19.6    If more than one (1) Event of Default occurs during the Term or any renewal thereof, Tenant's renewal options, expansion options, purchase options
and rights of first offer and/or refusal, if any are provided for in this Lease, shall be null and void.

19.7    If, on account of any breach or default by Tenant in Tenant's obligations under the terms and conditions of this Lease, it shall become necessary or
appropriate for Landlord to employ or consult with an attorney or collection agency concerning or to enforce or defend any of Landlord's rights or remedies
arising under this Lease or to collect any sums due from Tenant, Tenant agrees to pay all costs and fees so incurred by Landlord, including, without
limitation, reasonable attorneys' fees and costs.  If either party participates in an action against the other party arising out of or in connection with this
Lease or any covenants or obligations hereunder, then the prevailing party shall be entitled to have or recover from the other party, upon demand, all
reasonable attorneys' fees and costs incurred in connection therewith.  TENANT AND LANDLORD EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY
JURY.  Tenant hereby specifically also waives notice and demand for payment of rent or other obligations, except for those notices specifically
required pursuant to the terms of this Lease and notices which may be required under California Code of Civil Procedure Section 1161, as described in
Section 18.1.1 above.


19.8    Upon the occurrence of an Event of Default, Landlord may (but shall not be obligated to) cure such default at Tenant's sole expense.  Without
limiting the generality of the foregoing, Landlord may, at Landlord's option, enter into and upon the Premises if Landlord determines in its sole discretion
that Tenant is not acting within a commercially reasonable time to maintain, repair or replace anything for which Tenant is responsible under this Lease or
to otherwise effect compliance with its obligations under this Lease and correct the same, without being deemed in any manner guilty of trespass, eviction
or forcible entry and detainer and without incurring any liability for any damage or interruption of Tenant's business resulting therefrom and Tenant agrees
to reimburse Landlord within five (5) days of Landlord's demand as additional rent, for any expenses which Landlord may incur in thus effecting compliance
with Tenant's obligations under this Lease, plus interest from the date of expenditure by Landlord at the Wall Street Journal prime rate.




	TENANT'S BANKRUPTCY OR INSOLVENCY.


20.1    If at any time and for so long as Tenant shall be subjected to the provisions of the United States Bankruptcy Code or other law of the United
States or any state thereof for the protection of debtors as in effect at such time (each a "Debtor's Law"):




                         14









20.1.1    Tenant, Tenant as debtor-in-possession, and any trustee or receiver of Tenant's assets (each a "Tenant's Representative") shall have no
greater right to assume or assign this Lease or any interest in this Lease, or to sublease any of the Premises than accorded to Tenant in Article 9, except to
the extent Landlord shall be required to permit such assumption, assignment or sublease by the provisions of such Debtor's Law.  Without limitation of the
generality of the foregoing, any right of any Tenant's Representative to assume or assign this Lease or to sublease any of the Premises shall be subject to
the conditions that:


20.1.1.1    Such Debtor's Law shall provide to Tenant's Representative a right of assumption of this Lease which Tenant's Representative shall have timely
exercised and Tenant's Representative shall have fully cured any default of Tenant under this Lease.

20.1.1.2    Tenant's Representative or the proposed assignee, as the case shall be, shall have deposited with Landlord as security for the timely payment of rent
an amount equal to the larger of: (a) three (3) months' rent and other monetary charges accruing under this Lease; and (b) any sum specified in Article 5;
and shall have provided Landlord with adequate other assurance of the future performance of the obligations of the Tenant under this Lease.  Without
limitation, such assurances shall include, at least, in the case of assumption of this Lease, demonstration to the satisfaction of the Landlord that Tenant's
Representative has and will continue to have sufficient unencumbered assets after the payment of all secured obligations and administrative expenses to
assure Landlord that Tenant's Representative will have sufficient funds to fulfill the obligations of Tenant under this Lease; and, in the case of assignment,
submission of current financial statements of the proposed assignee, audited by an independent certified public accountant reasonably acceptable to
Landlord and showing a net worth and working capital in amounts determined by Landlord to be sufficient to assure the future performance by such
assignee of all of the Tenant's obligations under this Lease.

20.1.1.3    The assumption or any contemplated assignment of this Lease or subleasing any part of the Premises, as shall be the case, will not breach any
provision in any other lease, mortgage, financing agreement or other agreement by which Landlord is bound.

20.1.1.4    Landlord shall have, or would have had absent the Debtor's Law, no right under Article 9 to refuse consent to the proposed assignment or sublease by
reason of the identity or nature of the proposed assignee or sublessee or the proposed use of the Premises concerned.







	QUIET ENJOYMENT.  Landlord represents and warrants that it has full right and authority to enter into this Lease and that Tenant, while
paying the rental and performing its other covenants and agreements contained in this Lease, shall peaceably and quietly have, hold and enjoy the
Premises for the Term without hindrance or molestation from Landlord subject to the terms and provisions of this Lease.  Landlord shall not be liable for
any interference or disturbance by other tenants or third persons, nor shall Tenant be released from any of the obligations of this Lease because of such
interference or disturbance.



	CASUALTY.


22.1    In the event the Premises or the Building are damaged by fire or other cause and in Landlord's reasonable estimation such damage can be
materially restored within two hundred thirty (230) days following the date of the casualty, Landlord shall forthwith repair the same and this Lease shall
remain in full force and effect, except that Tenant shall be entitled to a proportionate abatement in rent from the date of such damage.  Such abatement of
rent shall be made pro rata in accordance with the extent to which the damage and the making of such repairs shall interfere with the use and occupancy
by Tenant of the Premises (including if the same prevents access to the Premises) from time to time.  Within forty-five (45) days from the date of such
damage, Landlord shall notify Tenant, in writing, of Landlord's reasonable estimation of the length of time within which material restoration can be made,
and Landlord's determination shall be binding on Tenant.  For purposes of this Lease, the Building or Premises shall be deemed "materially
restored" if they are in such condition as would not prevent or materially interfere with Tenant's use of the Premises for the purpose for which it was
being used immediately before such damage.

22.2    If such repairs cannot, in Landlord's reasonable estimation, be made within two hundred thirty (230) days following the date of the casualty, Landlord
and Tenant shall each have the option of giving the other, at any time within thirty (30) days after Landlord's notice of estimated restoration time, notice
terminating this Lease as of the date of such damage.  In the event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the
Premises shall terminate as of the date of such damage as if such date had been originally fixed in this Lease for the expiration of the Term.  In the event
that neither Landlord nor Tenant exercises its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease continuing in
full force and effect, and the rent hereunder shall be proportionately abated as provided in Section 22.1.




                         15









22.3    Landlord shall not be required to repair or replace any damage or loss by or from fire or other cause to any panelings, decorations, partitions,
additions, railings, ceilings, floor coverings, office fixtures or any other property or improvements installed on the Premises by, or belonging to, Tenant.  Any
insurance which may be carried by Landlord or Tenant against loss or damage to the Building or Premises shall be for the sole benefit of the party carrying
such insurance and under its sole control.

22.4    In the event that Landlord should fail to complete such repairs and material restoration within sixty (60) days after the date estimated by Landlord
therefor as extended by this Section 22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written notice to Landlord,
within fifteen (15) days after the expiration of said period of time, whereupon this Lease shall end on the date of such notice or such later date fixed in such
notice as if the date of such notice was the date originally fixed in this Lease for the expiration of the Term; provided, however, that if construction is
delayed because of changes, deletions or additions in construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor
shortages, government regulation or control or other causes beyond the reasonable control of Landlord, the period for restoration, repair or rebuilding shall
be extended for the amount of time Landlord is so delayed.

22.5    Notwithstanding anything to the contrary contained in this Article:  (a) Landlord shall not have any obligation whatsoever to repair, reconstruct, or
restore the Premises when the damages resulting from any casualty covered by the provisions of this Article 22 occur during the last twelve (12) months of
the Term or any extension thereof, but if Landlord determines not to repair such damages Landlord shall notify Tenant and if such damages shall render
any material portion of the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord within fifteen (15) days after
receipt of Landlord's notice; and (b) in the event the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises or Building
requires that any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to terminate this Lease by delivering written
notice of termination to Tenant within fifteen (15) days after such requirement is made by any such holder, whereupon this Lease shall end on the date of
such damage as if the date of such damage were the date originally fixed in this Lease for the expiration of the Term.  In addition to Landlord's and
Tenant's right to terminate as provided herein, Tenant shall have the right to terminate this Lease if:  (i) a material portion of the Premises is rendered
untenantable by fire or other casualty and Landlord's completion estimate described in Section 22.1 provides that such damage cannot reasonably be
repaired (as determined by Landlord) within sixty (60) days after Landlord's receipt of all required permits to restore the Premises; (ii) there is less than one
(1) year of the Term remaining on the date of such casualty; (iii) the casualty was not caused by the negligence or willful misconduct of Tenant or any
Tenant Entities; and (iii) Tenant provides Landlord with written notice of its intent to terminate within thirty (30) days after the date of Landlord's completion
estimate.

22.6    In the event of any damage or destruction to the Building or Premises by any peril covered by the provisions of this Article 22, it shall be Tenant's
responsibility to properly secure the Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such portion of all of the
property belonging to Tenant or its licensees from such portion or all of the Building or Premises as Landlord shall request.

22.7    Tenant hereby waives any and all rights under and benefits of Sections 1932(2) and 1933(4) of the California Civil Code, or any similar or successor
Regulations or other laws now or hereinafter in effect.




	EMINENT DOMAIN.  If all or any substantial part of the Premises shall be taken or appropriated by any public or quasi-public authority under
the power of eminent domain, or conveyance in lieu of such appropriation, either party to this Lease shall have the right, at its option, of giving the other, at
any time within thirty (30) days after such taking, notice terminating this Lease, except that Tenant may only terminate this Lease by reason of taking or
appropriation, if such taking or appropriation shall be so substantial as to materially interfere with Tenant's use and occupancy of the Premises.  If neither
party to this Lease shall so elect to terminate this Lease, the rental thereafter to be paid shall be adjusted on a fair and equitable basis under the
circumstances.  In addition to the rights of Landlord above, if any substantial part of the Building shall be taken or appropriated by any public or
quasi-public authority under the power of eminent domain or conveyance in lieu thereof, and regardless of whether the Premises or any part thereof are so taken
or appropriated, Landlord shall have the right, at its sole option, to terminate this Lease.  Landlord shall be entitled to any and all income, rent, award, or
any interest whatsoever in or upon any such sum, which may be paid or made in connection with any such public or quasi-public use or purpose, and
Tenant hereby assigns to Landlord any interest it may have in or claim to all or any part of such sums, other than any separate award which may be made
with respect to Tenant's trade fixtures and moving expenses; Tenant shall make no claim for the value of any unexpired Term.  Tenant hereby waives any
and all rights under and benefits of Section 1265.130 of the California Code of Civil Procedure, or any similar or successor Regulations or other laws now
or hereinafter in effect.



                         16











	SALE BY LANDLORD.  In event of a sale or conveyance by Landlord of the Building, the same shall operate to release Landlord from any
future liability upon any of the covenants or conditions, expressed or implied, contained in this Lease in favor of Tenant, and in such event Tenant agrees
to look solely to the responsibility of the successor in interest of Landlord in and to this Lease.  Except as set forth in this Article 24, this Lease shall not be
affected by any such sale and Tenant agrees to attorn to the purchaser or assignee.  If any security has been given by Tenant to secure the faithful
performance of any of the covenants of this Lease, Landlord may transfer or deliver said security, as such, to Landlord's successor in interest and
thereupon Landlord shall be discharged from any further liability with regard to said security.


	ESTOPPEL CERTIFICATES.  Within ten (10) business days following any written request which Landlord may make from time to time,
Tenant shall execute and deliver to Landlord or mortgagee or prospective mortgagee a sworn statement certifying:  (a) the date of commencement of this
Lease; (b) the fact that this Lease is unmodified and in full force and effect (or, if there have been modifications to this Lease, that this Lease is in full force
and effect, as modified, and stating the date and nature of such modifications); (c) the date to which the rent and other sums payable under this Lease
have been paid; (d) the fact that there are no current defaults under this Lease by either Landlord or Tenant except as specified in Tenant's statement; and
(e) such other matters as may be reasonably requested by Landlord pertaining to the status of the Lease.  Landlord and Tenant intend that any statement
delivered pursuant to this Article 25 may be relied upon by any mortgagee, beneficiary or purchaser.  Tenant irrevocably agrees that if Tenant fails to
execute and deliver such certificate within such ten (10) business day period Landlord or Landlord's beneficiary or agent may execute and deliver such
certificate on Tenant's behalf, and that such certificate shall be fully binding on Tenant.



	SURRENDER OF PREMISES.


26.1    Tenant shall arrange to meet Landlord for two (2) joint inspections of the Premises, the first to occur at least thirty (30) days (but no more than
sixty (60) days) before the last day of the Term, and the second to occur not later than forty-eight (48) hours after Tenant has vacated the Premises.  In the
event of Tenant's failure to arrange such joint inspections and/or participate in either such inspection, Landlord's inspection at or after Tenant's vacating the
Premises shall be conclusively deemed correct for purposes of determining Tenant's responsibility for repairs and restoration.

26.2    All alterations, additions, and improvements in, on, or to the Premises made or installed by or for Tenant, including, without limitation, carpeting
(collectively, "Alterations"), shall be and remain the property of Tenant during the Term.  Upon the expiration or sooner termination of the Term,
all Alterations shall become a part of the realty and shall belong to Landlord without compensation, and title shall pass to Landlord under this Lease as by a
bill of sale.  At the end of the Term or any renewal of the Term or other sooner termination of this Lease, Tenant will peaceably deliver up to Landlord
possession of the Premises, together with all Alterations by whomsoever made, in the same condition received or first installed, broom clean and free of all
debris, excepting only ordinary wear and tear and damage by fire or other casualty.  Notwithstanding the foregoing, and provided
that Landlord did not elect for removal at the time of Landlord's consent pursuant to Section 6.4 above, if Landlord elects by notice given to Tenant at
least ninety (90) days prior to expiration of the Term, Tenant shall, at Tenant's sole cost, remove any Alterations, including carpeting, so designated by
Landlord's notice, and repair any damage caused by such removal; provided, however, Landlord's failure to elect shall be deemed an affirmative obligation
on Tenant to remove such Alterations, and Tenant must, at Tenant's sole cost, remove upon termination of this Lease, any and all of Tenant's furniture,
furnishings, equipment, movable partitions of less than full height from floor to ceiling and other trade fixtures and personal property, as well as all
data/telecommunications cabling and wiring installed by or on behalf of Tenant, whether inside walls, under any raised floor or above any ceiling
(collectively, "Personalty").  Personalty not so removed shall be deemed abandoned by the Tenant and title to the same shall thereupon pass to
Landlord under this Lease as by a bill of sale, but Tenant shall remain responsible for the cost of removal and disposal of such Personalty, as well as any
damage caused by such removal.  In the event Tenant fails to remove Alterations and Personalty and repair the Premises on or before the termination or
expiration of the Lease and otherwise as aforesaid, Landlord may perform such work on Tenant's behalf and Tenant shall reimburse Landlord the actual
out of pocket cost incurred by Landlord in connection with such work.  The foregoing reimbursement shall be payable by Tenant as additional rent
hereunder within ten (10) days of notice from Landlord (which notice shall be accompanied by documented evidence of such costs incurred by
Landlord).

26.3    All obligations of Tenant under this Lease not fully performed as of the expiration or earlier termination of the Term shall survive the expiration or
earlier termination of the Term.  Upon the expiration or earlier termination of the Term, Tenant shall pay to Landlord the amount, as estimated by Landlord,
necessary to repair and restore the Premises as provided in this Lease and/or to discharge Tenant's obligation for unpaid amounts due or to become due
to Landlord.  All such amounts shall be used and held by Landlord for payment of such obligations of Tenant, with Tenant being liable for any additional
costs upon demand by Landlord, or with any excess to be returned to Tenant after all such obligations have been determined and satisfied.  Any otherwise
unused Security Deposit shall be credited against the amount payable by Tenant under this Lease.




                         17











	NOTICES.  Any notice or document required or permitted to be delivered under this Lease shall be addressed to the intended recipient, by
fully prepaid registered or certified United States Mail return receipt requested, or by reputable independent contract delivery service furnishing a written
record of attempted or actual delivery, and shall be deemed to be delivered when tendered for delivery to the addressee at its address set forth on the
Reference Pages, or at such other address as it has then last specified by written notice delivered in accordance with this Article 27, or if to Tenant at
either its aforesaid address or its last known registered office or home of a general partner or individual owner, whether or not actually accepted or received
by the addressee.  Any such notice or document may also be personally delivered if a receipt is signed by and received from, the individual, if any, named
in Tenant's Notice Address.


	TAXES PAYABLE BY TENANT.  In addition to rent and other charges to be paid by Tenant under this Lease, Tenant shall reimburse to
Landlord, upon demand, any and all taxes payable by Landlord (other than net income taxes) whether or not now customary or within the contemplation of
the parties to this Lease:  (a) upon, allocable to, or measured by or on the gross or net rent payable under this Lease, including without limitation any gross
income tax or excise tax levied by the State, any political subdivision thereof, or the Federal Government with respect to the receipt of such rent; (b) upon
or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of the Premises or any portion
thereof, including any sales, use or service tax imposed as a result thereof; (c) upon or measured by the Tenant's gross receipts or payroll or the value of
Tenant's equipment, furniture, fixtures and other personal property of Tenant or leasehold improvements, alterations or additions located in the Premises;
or (d) upon this transaction or any document to which Tenant is a party creating or transferring any interest of Tenant in this Lease or the Premises.  In
addition to the foregoing, Tenant agrees to pay, before delinquency, any and all taxes levied or assessed against Tenant and which become payable
during the term hereof upon Tenant's equipment, furniture, fixtures and other personal property of Tenant located in the Premises.


	RELOCATION OF TENANT.  [INTENTIONALLY OMITTED]



	PARKING.


30.1    During the Term of this Lease, Tenant agrees to lease from Landlord and Landlord agrees to lease to Tenant, the number and type of parking
passes as set forth on the Reference Pages of this Lease.  This right to park in the Building's parking facilities (the "Parking Facility") shall be
on an unreserved, nonexclusive, first come, first served basis, for passenger-size automobiles and is subject to the following terms and
conditions:


30.1.1    Tenant shall at all times abide by and shall cause each of Tenant's employees, agents, customers, visitors, invitees, licensees, contractors, assignees
and subtenants (collectively, "Tenant's Parties") to abide by any rules and regulations ("Rules") for use of the Parking Facility that
Landlord or Landlord's garage operator reasonably establishes from time to time, and otherwise agrees to use the Parking Facility in a safe and lawful
manner.  Landlord reserves the right to adopt, modify and enforce the Rules governing the use of the Parking Facility from time to time including any key-
card, sticker or other identification or entrance system and hours of operation.  Landlord may refuse to permit any person who violates such Rules to park
in the Parking Facility, and any violation of the Rules shall subject the car to removal from the Parking Facility.

30.1.2    Unless specified to the contrary above, the parking spaces hereunder shall be provided on a non-designated "first-come, first-served"
basis.  Landlord reserves the right to assign specific spaces, and to reserve spaces for visitors, small cars, disabled persons or for other tenants or guests,
and Tenant shall not park and shall not allow Tenant's Parties to park in any such assigned or reserved spaces.  Tenant may validate visitor parking by
such method as Landlord may approve, at the validation rate from time to time generally applicable to visitor parking.  Tenant acknowledges that the
Parking Facility may, following reasonable prior notice (so long as such notice is practicable), be closed entirely or in part in order to make repairs or
perform maintenance services, or to alter, modify, re-stripe or renovate the Parking Facility, or if required by casualty, strike, condemnation, act of God,
governmental law or requirement or other reason beyond the operator's reasonable control.


30.1.3    Tenant acknowledges that to the fullest extent permitted by law, Landlord shall have no liability for any damage to property or other items located in
the parking areas of the Project (including without limitation, any loss or damage to tenant's automobile or the contents thereof due to theft, vandalism or
accident), nor for any personal injuries or death arising out of the use of the Parking Facility by Tenant or any Tenant's Parties, whether or not such loss or
damage results from Landlord's active negligence or negligent omission.  The limitation on Landlord's liability under the preceding sentence shall not apply
however to loss or damage arising directly from Landlord's willful misconduct.  Without limiting the foregoing, if Landlord arranges for the parking areas to
be operated by an independent contractor not affiliated with Landlord, Tenant acknowledges that Landlord shall have no liability for claims arising through
acts or omissions of such independent contractor.  Tenant and Tenant's Parties each hereby voluntarily releases, discharges, waives and relinquishes





                         18










any and all actions or causes of action for personal injury or property damage occurring to Tenant or any of Tenant's Parties arising as a result of parking in the
Parking Facility, or any activities incidental thereto, wherever or however the same may occur, and further agrees that Tenant will not prosecute any claim
for personal injury or property damage against Landlord or any of its officers, agents, servants or employees for any said causes of action and in all events,
Tenant agrees to look first to its insurance carrier and to require that Tenant's Parties look first to their respective insurance carriers for payment of any
losses sustained in connection with any use of the Parking Facility.  Tenant hereby waives on behalf of its insurance carriers all rights of subrogation
against Landlord or any Landlord Entities.


30.1.4    Except as to a Permitted Transferee or approved sublease or assignment pursuant to Article 9 of this Lease, Tenant's right to park as described in this
Article and this Lease is exclusive to Tenant.

30.1.5    In the event any surcharge or regulatory fee is at any time imposed by any governmental authority with reference to parking, Tenant shall
(commencing after two (2) weeks' notice to Tenant) pay, per parking pass, such surcharge or regulatory fee to Landlord in advance on the first day of each
calendar month concurrently with the monthly installment of rent due under this Lease.  Landlord will enforce any surcharge or fee in an equitable manner
amongst the Building tenants.







30.2    If Tenant violates any of the terms and conditions of this Article, the operator of the Parking Facility shall have the right to remove from the Parking
Facility any vehicles hereunder which shall have been involved or shall have been owned or driven by parties involved in causing such violation, without
liability therefor whatsoever.  In addition, Landlord shall have the right to cancel Tenant's right to use the Parking Facility pursuant to this Article upon ten
(10) days' written notice, unless within such ten (10) day period, Tenant cures such default.  Such cancellation right shall be cumulative and in addition to
any other rights or remedies available to Landlord at law or equity, or provided under this Lease.




	DEFINED TERMS AND HEADINGS.  The Article headings shown in this Lease are for convenience of reference and shall in no way define,
increase, limit or describe the scope or intent of any provision of this Lease.  Any indemnification or insurance of Landlord shall apply to and inure to the
benefit of all the following "Landlord Entities", being Landlord, Landlord's investment manager, and the trustees, boards of directors, officers,
general partners, beneficiaries, stockholders, employees and agents of each of them.  Any option granted to Landlord shall also include or be exercisable
by Landlord's trustee, beneficiary, agents and employees, as the case may be.  In any case where this Lease is signed by more than one person, the
obligations under this Lease shall be joint and several.  The terms "Tenant" and "Landlord" or any pronoun used in place thereof
shall indicate and include the masculine or feminine, the singular or plural number, individuals, firms or corporations, and their and each of their respective
successors, executors, administrators and permitted assigns, according to the context hereof.  The term "rentable area" shall mean the rentable
area of the Premises or the Building as calculated by the Landlord on the basis of the plans and specifications of the Building including a proportionate
share of any common areas.  Tenant hereby accepts and agrees to be bound by the figures for the rentable square footage of the Premises and Tenant's
Proportionate Share shown on the Reference Pages; however, Landlord may adjust either or both figures if there is manifest error, addition or subtraction
to the Building or any business park or complex of which the Building is a part, remeasurement or other circumstance reasonably justifying adjustment.
The term "Building" refers to the structure in which the Premises are located and the common areas (parking lots, sidewalks, landscaping, etc.)
appurtenant thereto.  If the Building is part of a larger complex of structures, the term "Building" may include the entire complex, where
appropriate (such as shared Expenses or Taxes) and subject to Landlord's reasonable discretion.


	TENANT'S AUTHORITY.


32.1    If Tenant signs as a corporation, partnership, trust or other legal entity each of the persons executing this Lease on behalf of Tenant represents and
warrants that Tenant has been and is qualified to do business in the state in which the Building is located, that the entity has full right and authority to enter
into this Lease, and that all persons signing on behalf of the entity were authorized to do so by appropriate actions. Tenant agrees to deliver to Landlord,
simultaneously with the delivery of this Lease, a corporate resolution, proof of due authorization by partners, opinion of counsel or other appropriate
documentation reasonably acceptable to Landlord evidencing the due authorization of Tenant to enter into this Lease.

32.2    Tenant hereby represents and warrants that neither Tenant, nor any persons or entities holding any legal or beneficial interest whatsoever in Tenant,
are (i) the target of any sanctions program that is established by Executive Order of the President or published by the Office of Foreign Assets Control,
U.S. Department of the Treasury ("OFAC"); (ii) designated by the President or OFAC pursuant to the Trading with the Enemy Act, 50 U.S.C.
App.    5, the International Emergency Economic Powers Act, 50 U.S.C.    1701-06, the Patriot Act, Public Law 107-56, Executive Order 13224
(September 23, 2001) or any Executive Order of the President issued pursuant to such statutes; or (iii) named on the following list that is published by
OFAC: "List of Specially Designated Nationals and Blocked Persons." If the foregoing




                         19










representation is untrue at any time during the Term, an Event of Default will be deemed to have occurred, without the necessity of notice to Tenant.




	FINANCIAL STATEMENTS AND CREDIT REPORTS.  At Landlord's request, Tenant shall deliver to Landlord a copy, certified by an officer of
Tenant as being a true and correct copy, of Tenant's most recent audited financial statement, or, if unaudited, certified by Tenant's chief financial officer as
being true, complete and correct in all material respects.  Tenant hereby authorizes Landlord to obtain one or more credit reports on Tenant at any time,
and shall execute such further authorizations as Landlord may reasonably require in order to obtain a credit report.  Notwithstanding the foregoing, Landlord shall not request financial statements more than once in each consecutive one (1) year
period during the Term unless (i) Tenant is in default beyond any applicable notice and cure period, (ii) Landlord reasonably believes that there has been
an adverse change in Tenant's financial position since the last financial statement provided to Landlord, or (iii) requested (a) in connection with a proposed
sale or transfer of the Building by Landlord, or (b) by an investor of Landlord, any Landlord Entity or any lender or proposed lender of Landlord or any
Landlord Entity.  At Tenant's request, Landlord shall enter into a confidentiality agreement with Tenant, which agreement is reasonably acceptable to
Landlord and covers confidential financial information provided by Tenant to Landlord.  Notwithstanding the foregoing, so long as Tenant is a publicly
traded company on an "over-the-counter" market or any recognized national or international securities exchange, the foregoing shall not apply
so long as Tenant's current public annual report (in compliance with applicable securities laws) for such applicable year is available to Landlord in the
public domain.


	COMMISSIONS.  Each of the parties represents and warrants to the other that it has not dealt with any broker or finder in connection with this
Lease, except as described on the Reference Pages.


	TIME AND APPLICABLE LAW.  Time is of the essence of this Lease and all of its provisions.  This Lease shall in all respects be governed by
the laws of the state in which the Building is located.  Whenever a period of time is prescribed for the taking of an action by Landlord, the period of time for
the performance of such action shall be extended by the number of days that the performance is actually delayed due to strikes, acts of God, shortages of
labor or materials, war, terrorist acts, pandemics, civil disturbances and other causes beyond the reasonable control of the performing party.


	SUCCESSORS AND ASSIGNS.  Subject to the provisions of Article 9, the terms, covenants and conditions contained in this Lease shall be
binding upon and inure to the benefit of the heirs, successors, executors, administrators and assigns of the parties to this Lease.


	ENTIRE AGREEMENT.  This Lease, together with its exhibits, contains all agreements of the parties to this Lease and supersedes any
previous negotiations.  There have been no representations made by the Landlord or any of its representatives or understandings made between the
parties other than those set forth in this Lease and its exhibits.  This Lease may not be modified except by a written instrument duly executed by the parties
to this Lease.


	EXAMINATION NOT OPTION.  Submission of this Lease shall not be deemed to be a reservation of the Premises.  Landlord shall not be
bound by this Lease until it has received a copy of this Lease duly executed by Tenant and has delivered to Tenant a copy of this Lease duly executed by
Landlord, and until such delivery Landlord reserves the right to exhibit and lease the Premises to other prospective tenants.  Notwithstanding anything
contained in this Lease to the contrary, Landlord may withhold delivery of possession of the Premises from Tenant until such time as Tenant has paid to
Landlord any security deposit required by Article 5, the first month's rent as set forth in Article 3 and any sum owed pursuant to this Lease.


	RECORDATION.  Tenant shall not record or register this Lease or a short form memorandum hereof without the prior written consent of
Landlord, and then shall pay all charges and taxes incident to such recording or registration.


	OPTION TO RENEW.  Provided this Lease is in full force and effect and Tenant is not in default under any of the
other terms and conditions of this Lease beyond any applicable notice and cure periods at the time of notification or commencement, Tenant shall have
one (1) option to renew (the "Renewal Option") this Lease for a term of twelve (12) months or thirty-six (36) months (the "Renewal
Term"), at Tenant's option, for the portion of the Premises being leased by Tenant as of the date the Renewal Term is to commence, on the same
terms and conditions set forth in this Lease, except as modified by the terms, covenants and conditions as set forth below:

40.1    If Tenant elects to exercise the Renewal Option, then Tenant shall provide Landlord with written notice no earlier than the date which is two hundred
and seventy (270) days prior to the expiration of the Term of this Lease but no later than the date which is one hundred and eighty (180) days prior to the
expiration of the Term of this Lease.  If Tenant fails to provide such notice, Tenant shall have no further or additional right to extend or renew the Term of
this Lease.  At the




                         20










time of Tenant's election, Tenant notice to Landlord must specify whether Tenant is exercising the twelve (12) month or thirty-six (36)
month Renewal Term, and Tenant's choice shall be binding upon Tenant.


40.2    The Annual Rent and Monthly Installment of Rent in effect at the expiration of the Term of this Lease shall be increased to reflect the Prevailing Market
(as defined in Section 40.8) rate.  Landlord shall advise Tenant of the new Annual Rent and Monthly Installment of Rent for the Premises no later than
thirty (30) days after receipt of Tenant's written request therefor.  Said request shall be made no earlier than thirty (30) days prior to the first date on which
Tenant may exercise its Renewal Option under this Article 40.

40.3    If Tenant and Landlord are unable to agree on a mutually acceptable Annual Rent and Monthly Installment of Rent for the Renewal Term not later than
sixty (60) days prior to the expiration of the initial Term, then Landlord and Tenant, within five (5) days after such date, shall each simultaneously submit to
the other, in a sealed envelope, its good faith estimate of the Prevailing Market rate for the Premises during the Renewal Term (collectively referred to as
the "Estimates").  If the higher of such Estimates is not more than one hundred five percent (105%) of the lower of such Estimates, then the
Prevailing Market rate shall be the average of the two Estimates.  If the Prevailing Market rate is not established by the exchange of Estimates, then, within
seven (7) days after the exchange of Estimates, Landlord and Tenant shall each select an appraiser to determine which of the two Estimates most closely
reflects the Prevailing Market rate for the Premises during the Renewal Term.  Each appraiser so selected shall be certified as an MAI appraiser or as an
ASA appraiser and shall have had at least five (5) years experience within the previous ten (10) years as a real estate appraiser working in Sunnyvale,
California, with working knowledge of current rental rates and practices.  For purposes hereof, an "MAI" appraiser means an individual who
holds an MAI designation conferred by, and is an independent member of, the American Institute of Real Estate Appraisers (or its successor organization,
or in the event there is no successor organization, the organization and designation most similar), and an "ASA" appraiser means an individual
who holds the Senior Member designation conferred by, and is an independent member of, the American Society of Appraisers (or its successor
organization, or, in the event there is no successor organization, the organization and designation most similar).

40.4    Upon selection, Landlord's and Tenant's appraisers shall work together in good faith to agree upon which of the two Estimates most closely reflects
the Prevailing Market rate for the Premises.  The Estimates chosen by such appraisers shall be binding on both Landlord and Tenant.  If either Landlord or
Tenant fails to appoint an appraiser within the seven (7) day period referred to above, the appraiser appointed by the other party shall be the sole appraiser
for the purposes hereof.  If the two appraisers cannot agree upon which of the two Estimates most closely reflects the Prevailing Market rate within ten (10)
days after their appointment, then, within ten (10) days after the expiration of such ten (10) day period, the two appraisers shall select a third appraiser
meeting the aforementioned criteria.  Once the third appraiser (i.e., the arbitrator) has been selected as provided for above, then, as soon thereafter as
practicable but in any case within fourteen (14) days, the arbitrator shall make his or her determination of which of the two Estimates most closely reflects
the Prevailing Market rate and such Estimate shall be binding on both Landlord and Tenant as the Prevailing Market rate for the Premises.  If the arbitrator
believes that expert advice would materially assist him or her, he or she may retain one or more qualified persons to provide such expert advice.  The
parties shall share equally in the costs of the arbitrator and of any experts retained by the arbitrator.  Any fees of any appraiser, counsel or experts
engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such appraiser, counsel or expert.

40.5    If the Prevailing Market rate has not been determined by the commencement date of the Renewal Term, Tenant shall pay Monthly Installments of Rent
upon the terms and conditions in effect during the last month of the initial Term until such time as the Prevailing Market rate has been determined.  Upon
such determination, the Annual Rent and Monthly Installments of Rent for the Premises shall be retroactively adjusted to the commencement of such
Renewal Term for the Premises.

40.6    Except as to a Permitted Transferee, this Renewal Option is not transferable; the parties hereto acknowledge and agree that they intend that the
aforesaid option to renew this Lease shall be "personal" to Tenant as set forth above and that in no event will any assignee or sublessee have
any rights to exercise this Renewal Option.

40.7    If Tenant validly exercises or fails to exercise this Renewal Option, Tenant shall have no further right to extend the Term of this Lease.

40.8    For purposes of this Renewal Option, "Prevailing Market" shall mean the arms length fair market annual rental rate per rentable square foot
under renewal leases and amendments entered into on or about the date on which the Prevailing Market is being determined hereunder for space
comparable to the Premises in the Building and buildings comparable to the Building in the same rental market in the Sunnyvale, California area as of the
date the Renewal Term is to commence, taking into account the specific provisions of this Lease which will remain constant.  The determination of
Prevailing Market shall take into account any material economic differences between the terms of this Lease and any




                         21










comparison lease or amendment,
such as rent abatements, construction costs and other concessions and the manner, if any, in which the landlord under any such lease is reimbursed for
operating expenses and taxes.




	ACCELERATION OPTION.


41.1    Tenant shall have the right to accelerate the Termination Date ("Acceleration Option")
of this Lease, with respect to the entire Premises only, from the expiration of the thirty-sixth (36PthP) full calendar month of the Term to the expiration of the twelfth (12PthP), eighteenth (18PthP), twenty-fourth (24PthP) or thirtieth (30PthP) full calendar month of the Term, at Tenant's option (the "Accelerated Termination
Date"), if:


41.1.1    There is no default by Tenant under this Lease beyond any applicable notice and cure period at the date Tenant provides Landlord with an
Acceleration Notice (hereinafter defined); and

41.1.2    No part of the Premises is sublet for a term extending past the Accelerated Termination Date; and

41.1.3    This Lease has not been assigned (except to a Permitted Transferee); and

41.1.4    Landlord receives notice of acceleration ("Acceleration Notice") not less than six (6) full calendar months prior to the applicable Accelerated
Termination Date.




41.2    If Tenant exercises its Acceleration Option, within thirty (30) days after Tenant's delivery to Landlord of Tenant's Acceleration Notice, Tenant shall pay
to Landlord the sum of an amount equal to the unamortized portion of all of the following: (a) any leasing commissions, (b) the Initial Alterations, (c) the
HVAC Allowance, if any, and (d) the Allowance (as defined in UExhibit BU), (clauses (a), (b), (c) and (d) are collectively referred to herein as the "Acceleration Fee") as a
fee in connection with the acceleration of the Termination Date and not as a penalty; provided that the Acceleration Fee shall be increased by an amount
equal to the unamortized portion of any leasing commissions, tenant improvements and allowances or other concessions incurred by Landlord in
connection with any additional space other than the initial Premises leased by Tenant under this Lease and that is subject to acceleration hereunder.
Landlord estimates that, as of the end of the 12PthP month of the Term, the Acceleration Fee shall be $7.10 per rentable square foot of the Premises (as
the same is initially set forth in this Lease). The foregoing estimate of the Acceleration Fee assumes a Wall Street Journal Prime lending rate of 3.25% and
a full disbursement of the HVAC Allowance and the Allowance as of the Commencement Date of this Lease.  Tenant shall remain liable for all Monthly
Installments of Rent, additional rent and all other sums due under this Lease up to and including the Accelerated Termination Date even though billings for
such may occur subsequent to the Accelerated Termination Date.  The "unamortized portion" of any of the foregoing shall be determined using
an interest rate with interest at one percent (1%) in excess of the Wall Street Journal prime lending rate announced from time to time

41.3    If Tenant, subsequent to providing Landlord with an Acceleration Notice, defaults in any of the provisions of this Lease (including, without limitation, a
failure to pay the Acceleration Fee due hereunder), and such default is not cured within the applicable note and cure period set forth herein, Landlord, at its
option, may (i) declare Tenant's exercise of the Acceleration Option to be null and void, or (ii) continue to honor Tenant's exercise of its
Acceleration Option, in which case, Tenant shall remain liable for the payment of the Acceleration Fee and for all Monthly Installments of Rent and any
additional rent and other sums due under this Lease up to and including the Accelerated Termination Date even though billings for such may occur
subsequent to the Accelerated Termination Date.  Further, in the event that Landlord shall declare Tenant's exercise of the Acceleration Option to be null
and void as provided in clause (i) above, Tenant shall protect, indemnify and hold Landlord and the Landlord Entities harmless from and against any and all
loss, claims, liability or costs (including court costs and attorney's fees) incurred by reason of such nullification of Tenant's Acceleration Option, including,
without limitation, any claims by any potential replacement tenants for the Premises.

41.4    As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of this Lease or to
expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and any outstanding
tenant improvement allowance not claimed and properly utilized by Tenant in accordance with this Lease as of such date, shall immediately be deemed
terminated and no longer available or of any further force or effect.




	CONSULTANT FEE.  Provided Tenant is not in default under this Lease beyond any applicable notice and cure periods and
provided that this Lease is fully executed on or before May 1, 2009, Landlord shall provide Tenant with a consultant fee in the amount  not to
exceed $5,000.00 (the "Consultant Fee") for Tenant's transaction costs with respect to this
Lease.  Landlord shall disburse the Consultant Fee, at Tenant's option, either directly to Tenant or to the consultant performing the services.  If
such Consultant Fee is paid to Tenant and not directly to the consultant, Landlord shall pay such Consultant Fee within thirty (30) days after
receipt of an invoice or other supporting documentation evidencing the actual



                         22










transaction costs incurred by Tenant with respect to this Lease for
which Tenant desires to apply the Consultant Fee.  However, in no event shall Landlord have any obligation to disburse the Consultant Fee on
or after September 1, 2009.




	ROOF SPACE FOR DISH/ANTENNA.


43.1    During the initial Term and any extension thereof, Tenant shall have the right to lease space on the roof of the Building for the purpose of
installing (in accordance with Article 6 of this Lease), operating and maintaining communication antennas and associated communication devices and
cabling (the "Dish/Antenna") to be approved by Landlord.   The location of the space on the roof to be leased by Tenant is referred to herein as
the "Roof Space".  Landlord reserves the right to relocate the Roof Space as reasonably necessary during the Term, so long as such relocation
does not interfere with or diminish the quality of Tenant's ability to transmit and receive radio signals, as reasonably determined by Landlord.  Landlord's
designation shall take into account Tenant's use of the Dish/Antenna.  Notwithstanding the foregoing, Tenant's right to install the Dish/Antenna shall be
subject to the approval rights of Landlord and Landlord's architect and/or engineer, which approvals shall not be unreasonably denied, with respect to the
plans and specifications of the Dish/Antenna, the manner in which the Dish/Antenna is attached to the roof of the Building and the manner in which any
cables are run to and from the Dish/Antenna.  The precise specifications and a general description of the Dish/Antenna, or any replacements thereof, along
with all documents Landlord reasonably requires to review the installation of the Dish/Antenna (the "Plans and Specifications") shall be
submitted to Landlord for Landlord's written approval no later than twenty (20) days before Tenant commences to install the Dish/Antenna.  Tenant shall be
solely responsible for obtaining and maintaining all necessary governmental and regulatory approvals and for the cost of installing, operating, maintaining
and removing the Dish/Antenna.  Tenant shall notify Landlord upon completion of the installation of the Dish/Antenna.  If Landlord determines that the
Dish/Antenna equipment does not comply with the approved Plans and Specifications, that the Building has been damaged during installation of the
Dish/Antenna or that the installation was defective, Landlord shall notify Tenant of any noncompliance or detected problems and Tenant promptly shall
cure the defects.  If the Tenant fails to immediately cure the defects, Tenant shall pay to Landlord upon demand the cost, as reasonably determined by
Landlord, of correcting any defects and repairing any damage to the Building caused by such installation.  If at any time Landlord, in its sole discretion,
deems it necessary, Tenant shall provide and install, at Tenant's sole cost and expense, appropriate aesthetic screening, reasonably satisfactory to
Landlord, for the Dish/Antenna (the "Aesthetic Screening").

43.2    Landlord agrees that Tenant, upon reasonable prior written notice to Landlord (except in the event of an emergency or equipment failure that
materially affects Tenant's ability to transmit and receive radio signals), shall have access to the roof of the Building and the Roof Space for the purpose of
installing, maintaining, repairing and removing the Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, all of which shall be performed by
Tenant or Tenant's authorized representative or contractors, which shall be reasonably approved by Landlord, at Tenant's sole cost and risk.  It is agreed,
however, that only authorized engineers, employees or properly authorized contractors of Tenant, FCC (defined below) inspectors, or persons under their
direct supervision will be permitted to have access to the roof of the Building and the Roof Space.  Tenant further agrees to exercise firm control over the
people requiring access to the roof of the Building and the Roof Space in order to keep to a minimum the number of people having access to the roof of the
Building and the Roof Space and the frequency of their visits.  It is further understood and agreed that the installation, maintenance, operation and removal
of the Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, is not permitted to damage the Building or the roof thereof, or interfere with the
use of the Building and roof by Landlord.  Tenant agrees to be responsible for any damage caused to the roof or any other part of the Building, which may
be caused by Tenant or any Tenant Entity.

43.3    Tenant agrees to install and maintain only equipment of types and frequencies which will not cause unreasonable interference to Landlord or any other
tenant of the Building as determined by Landlord in its good faith prudent business judgment.  In the event Tenant's equipment causes such interference,
Tenant will change the frequency on which it transmits and/or receives and take any other steps necessary to eliminate the interference.  If said
interference cannot be eliminated within a reasonable period of time, in the reasonable judgment of Landlord, then Tenant shall cease operating the
Dish/Antenna from the Roof Space (except for intermittent testing) until such interference is resolved.  Landlord shall make commercially reasonable efforts
to ensure that any new equipment installed on the roofs by other tenants or users does not have frequencies which causes unreasonable interference to
Tenant's Dish/Antenna.  Tenant shall, at its sole cost and expense, and at its sole risk, install, operate and maintain the Dish/Antenna in a good and
workmanlike manner, and in compliance with all Building, electric, communication, and safety codes, ordinances, standards, regulations and requirements,
now in effect or hereafter promulgated, of the Federal Government, including, without limitation, the Federal Communications Commission (the
"FCC"), the Federal Aviation Administration ("FAA") or any successor agency of either the FCC or FAA having jurisdiction over radio
or telecommunications, and of the state, city and county in which the Building is located.  Under this Lease, the Landlord and its agents assume no
responsibility for the licensing, operation and/or maintenance of Tenant's equipment.  Tenant has the responsibility of carrying out the terms of its FCC
license in all respects.  The Dish/Antenna shall be connected to Landlord's power supply in strict compliance with all applicable Building, electrical, fire and
safety codes.  Neither Landlord nor any Landlord Entity shall be liable to Tenant for any stoppages or shortages of




                         23










electrical power furnished to the
Dish/Antenna or the Roof Space because of any act, omission or requirement of the public utility serving the Building, or the act or omission of any other
tenant, invitee or licensee or their respective agents, employees or contractors, or for any other cause beyond the reasonable control of Landlord, and
Tenant shall not be entitled to any rental abatement for any such stoppage or shortage of electrical power.  Neither Landlord any Landlord Entity shall have
any responsibility or liability for the conduct or safety of any of Tenant's representatives, repair, maintenance and engineering personnel while in or on any
part of the Building or the Roof Space.

43.4    The Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, shall remain the personal property of Tenant, and shall be removed by
Tenant at its own expense at the expiration or earlier termination of this Lease or Tenant's right to possession hereunder.  Tenant shall repair any damage
caused by such removal, including the patching of any holes to match, as closely as possible, the color surrounding the area where the equipment and
appurtenances were attached.  Tenant agrees to maintain all of the Tenant's equipment placed on or about the roof or in any other part of the Building in
proper operating condition and maintain same in satisfactory condition as to appearance and safety in Landlord's sole discretion.  Such maintenance and
operation shall be performed in a manner to avoid any interference with any other tenants or Landlord.  Tenant agrees that at all times during the Term, it
will keep the roof of the Building and the Roof Space free of all trash or waste materials produced by Tenant or Tenant's agents, employees or
contractors.

43.5    In light of the specialized nature of the Dish/Antenna, Tenant shall be permitted to utilize the services of its choice for installation, operation, removal
and repair of the Dish/Antenna, the appurtenances and the Aesthetic Screening, if any, subject to the reasonable approval of Landlord.  Notwithstanding
the foregoing, Tenant must provide Landlord with prior written notice of any such installation, removal or repair and coordinate such work with Landlord in
order to avoid voiding or otherwise adversely affecting any warranties granted to Landlord with respect to the roof.  If necessary, Tenant, at its sole cost
and expense, shall retain any contractor having a then existing warranty in effect on the roof to perform such work (to the extent that it involves the roof),
or, at Tenant's option, to perform such work in conjunction with Tenant's contractor.  In the event the Landlord contemplates roof repairs that could affect
Tenant's Dish/Antenna, or which may result in an interruption of the Tenant's telecommunication service, Landlord shall formally notify Tenant at least thirty
(30) days in advance (except in cases of an emergency) prior to the commencement of such contemplated work in order to allow Tenant to make other
arrangements for such service.

43.6    Tenant shall not allow any provider of telecommunication, video, data or related services ("Communication Services") to locate any
equipment on the roof of the Building or in the Roof Space for any purpose whatsoever, nor may Tenant use the Roof Space and/or Dish/Antenna to
provide Communication Services to an unaffiliated tenant, occupant or licensee of another building, or to facilitate the provision of Communication Services
on behalf of another Communication Services provider to an unaffiliated tenant, occupant or licensee of the Building or any other building. Tenant
acknowledges that Landlord may at some time establish a standard license agreement (the "License Agreement") with respect to the use of
roof space by tenants of the Building.  Tenant, upon request of Landlord, shall enter into such License Agreement with Landlord provided that such
agreement does not materially or adversely alter the rights of Tenant hereunder with respect to the Roof Space.  Tenant specifically acknowledges and
agrees that the terms and conditions of Article 10 of this Lease shall apply with full force and effect to the Roof Space and any other portions of the roof
accessed or utilized by Tenant, its representatives, agents, employees or contractors.

43.7    If Tenant defaults under any of the terms and conditions of this Section or this Lease, and Tenant fails to cure said default within the time allowed by
Article 18 of this Lease, Landlord shall be permitted to exercise all remedies provided under the terms of this Lease, including removing the Dish/Antenna,
the appurtenances and the Aesthetic Screening, if any, and restoring the Building and the Roof Space to the condition that existed prior to the installation
of the Dish/Antenna, the appurtenances and the Aesthetic Screening, if any.  If Landlord removes the Dish/Antenna, the appurtenances and the Aesthetic
Screening, if any, as a result of an uncured default, Tenant shall be liable for all costs and expenses Landlord incurs in removing the Dish/Antenna, the
appurtenances and the Aesthetic Screening, if any, and repairing any damage to the Building, the roof of the Building and the Roof Space caused by the
installation, operation or maintenance of the Dish/Antenna, the appurtenances, and the Aesthetic Screening, if any.  Tenant's rights pursuant to this Article
43 are personal to the named Tenant under this Lease and assignees or subtenant consented to by Landlord pursuant to Article 9 above, and are not
otherwise transferable.




	RIGHT OF FIRST OPPORTUNITY.  In the event that Landlord determines that it will sell the Building to an unrelated third-party and will
imminently commence marketing efforts to sell the Building to an unrelated third-party, Landlord shall provide a written notice of such intended sale to
Tenant and, within ten (10) days following Landlord's notice to Tenant, Tenant may provide to Landlord a formal offer to purchase the Building (the
"Purchase Offer").  The Purchase Offer shall contain all material terms of Tenant's offer, including, without limitation, the proposed purchase
price, earnest money deposit, timing of close of transaction and any other material terms.  Landlord hereby agrees to use good faith in considering
Tenant's Purchase Offer prior to accepting any other offers to purchase the Building.  Landlord shall have no



                         24










obligation to accept Tenant's Purchase Offer.
The terms of this section shall in no event be deemed an exclusive right of and/or opportunity for Tenant.  In the event Tenant fails to respond to Landlord's
written notice described above within the five (5) day period, Tenant shall be deemed to have waived its rights as provided in this section.




	MONUMENT SIGNAGE.

45.1So long as (a) Tenant is not in default under the terms of this Lease beyond any applicable notice and cure period; (b) Tenant is leasing the
entire Premises and has not assigned the Lease other than to a Permitted Transferee; and (c) Tenant has not assigned this Lease or sublet the Premises,
Tenant shall have the right to have its name listed on the monument sign for the Building (the "Monument Sign"), subject to the terms of this
Article 45.  The design, size and color of Tenant's signage with Tenant's name to be included on the Monument Sign, and the manner in which it is
attached to the Monument Sign, shall comply with all applicable Regulations and shall be subject to the approval of Landlord and any applicable
governmental authorities.  Landlord reserves the right to withhold consent to any sign that, in the sole judgment of Landlord, is not harmonious with the
design standards of the Building and Monument Sign.  Landlord shall have the right to require that all names on the Monument Sign be of the same size
and style.  Tenant must obtain Landlord's written consent to any proposed signage and lettering prior to its fabrication and installation, and the location of
Tenant's name on the Monument Sign shall be further subject to Landlord's reasonable approval.  To obtain Landlord's consent, Tenant shall submit
design drawings to Landlord showing the type and sizes of all lettering; the colors, finishes and types of materials used; and (if applicable and Landlord
consents in its sole discretion) any provisions for illumination.  Although the Monument Sign will be maintained by Landlord, Tenant shall pay its
proportionate share of the cost of any maintenance and repair associated with the Monument Sign.  In the event that additional names are listed on the
Monument Sign, all future costs of maintenance and repair shall be prorated between Tenant and the other parties that are listed on such Monument
Sign.

45.2Tenant's name on the Monument Sign shall be designed, constructed, installed, insured, maintained, repaired and removed from the
Monument Sign all at Tenant's sole risk, cost and expense.  Tenant, at its cost, shall be responsible for the maintenance, repair or replacement of Tenant's
signage on the Monument Sign, which shall be maintained in a manner reasonably satisfactory to Landlord.  

45.3If during the Term (and any extensions thereof) (a) Tenant is in default under the terms of this Lease after the expiration of applicable cure
periods; (b) Tenant leases and occupies less than the entire Premises; or (c) Tenant assigns this Lease, then Tenant's rights granted herein will terminate
and Landlord may remove Tenant's name from the Monument Sign at Tenant's sole cost and expense and restore the Monument Sign to the condition it
was in prior to installation of Tenant's signage thereon, ordinary wear and tear excepted.  The cost of such removal and restoration shall be payable as
additional rent within five (5) days of Landlord's demand.  Landlord may, at anytime during the Term (or any extension thereof), upon five (5) days prior
written notice to Tenant, relocate the position of Tenant's name on the Monument Sign.  The cost of such relocation of Tenant's name shall be at the cost
and expense of Landlord.

45.4The rights provided in this Article 45 shall be non-transferable unless otherwise agreed by Landlord in writing in its sole discretion.






	PREMISES SIGNAGE.  Tenant shall be entitled to one non-illuminated identification sign to be located on the lobby window area of the
Building (the "Premises Signage").  The exact location of the Premises Signage shall be subject to all applicable Regulations and Landlord's
prior written approval.  Such right to Premises Signage is personal to Tenant and is subject to the following terms and conditions:  (i) Tenant shall submit
plans and drawings for the Premises Signage to any and all public authorities having jurisdiction and shall obtain written approval from each such
jurisdiction prior to installation, and shall fully comply with all applicable Regulations; (ii) Tenant shall, at Tenant's sole cost and expense, design, construct
and install the Premises Signage; (iii) the Premises Signage shall be subject to Landlord's prior written approval, which Landlord shall have the right to
withhold in its reasonable discretion; and (iv) Tenant shall maintain the Premises Signage in good condition and repair, and all costs of maintenance and
repair shall be borne by Tenant.  Maintenance shall include, without limitation, cleaning at reasonable intervals.  Upon the expiration or earlier termination
of this Lease, Tenant shall remove, at Tenant's sole cost, the Premises Signage, repair any damage to the Building caused by such removal and restore
the Building to the condition which existed prior to the installation of the Premises Signage.  If Tenant fails to remove the Premises Signage and repair the
Building in accordance with the terms of this Lease, Landlord shall cause the Premises Signage to be removed from the Building and the Building to be
repaired and restored to the condition which existed prior to the installation of the Premises Signage (including, if necessary, the replacement of any
precast concrete panels), all at the sole cost and expense of Tenant and otherwise in accordance with this Lease, without further notice from Landlord
notwithstanding anything to the contrary contained in this Lease.  Tenant shall pay all costs and expenses for such removal and restoration upon demand.
Except as to a Permitted Transferee, the rights provided in this Article 46 shall be non-transferable unless otherwise agreed by Landlord in writing in its
sole discretion.



                         25











	TENANT'S SECURITY SYSTEM.  Subject to the terms of this Lease, including, without limitation, Tenant's compliance with Article 6 above,
Tenant, at Tenant's sole cost and expense, shall have the right to install and maintain a security and card access system in the Premises and at the
entrance to the Premises ("Tenant's Security System"), subject to the following conditions:  (i) Tenant's plans and specifications for the
proposed Tenant's Security System shall be subject to Landlord's prior written approval, which approval will not be unreasonably withheld; provided,
however, that Tenant shall coordinate the installation and operation of Tenant's Security System with Landlord to assure that Tenant's Security System is
compatible with the Building's systems and equipment and to the extent that Tenant's Security System is not compatible with the Building systems and
equipment, Tenant shall not be entitled to install or operate it (and Tenant shall not actually install or operate Tenant's Security System unless Tenant has
obtained Landlord's approval of such compatibility in writing prior to such installation or operation); (ii) Tenant's Security System shall be and shall remain
compatible with any security and other systems existing in the Premises and the Building; (iii) Tenant's Security System shall be installed and used in
compliance with all other provisions of this Lease; and (iv) Tenant shall keep Tenant's Security System in good operating condition and repair and Tenant
shall be solely responsible, at Tenant's sole cost and expense, for the monitoring, operation and removal of Tenant's Security System.  Upon the expiration
or earlier termination of this Lease, Tenant shall remove Tenant's Security System.  All costs and expenses associated with the removal of Tenant's
Security System and the repair of any damage to the Premises and the Building resulting from the installation and/or removal of same shall be borne solely
by Tenant.   Notwithstanding anything to the contrary, neither Landlord nor any Landlord Entities shall be directly or indirectly liable to Tenant, any Tenant
Entities or any other person and Tenant hereby waives any and all claims against and releases Landlord and the Landlord Entities from any and all claims
arising as a consequence of or related to Tenant's Security System, or the failure thereof.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
 


 




                         26











	LIMITATION OF LANDLORD'S LIABILITY.  Redress for any claim against Landlord under this Lease shall be limited to and enforceable only
against and to the extent of Landlord's interest in the Building.  The obligations of Landlord under this Lease are not intended to be and shall not be
personally binding on, nor shall any resort be had to the private properties of, any of its or its investment manager's trustees, directors, officers, partners,
beneficiaries, members, stockholders, employees, or agents, and in no case shall Landlord be liable to Tenant hereunder for any lost profits, damage to
business, or any form of special, indirect or consequential damages. 

IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the Lease Reference Date set forth in the Reference Pages of this
Lease.


	
LANDLORD:

	
TENANT:

	
SILICON VALLEY CA-I, LLC,

a Delaware limited liability company

	
8X8, INC., 

a Delaware corporation

	
By:RREEF Management Company,

a Delaware corporation, its Authorized Agent

	 
	
By: _____________________________________

	
By: _________________________________


	
Name:James H. Ida

	
Name:  Bryan R. Martin


	
Title: Vice President, District Manager

	
Title:  Chairman and CEO


	
Dated: __________________________________

	
Dated:  ______________________________





 




                         27









EXHIBIT A - FLOOR PLAN DEPICTING THE PREMISES


attached to and made a part of the Lease bearing the

                  Lease Reference Date of April 30, 2009 between

                  SILICON VALLEY CA-I, LLC, a Delaware limited liability company, as Landlord and

                  8X8, INC., a Delaware corporation, as Tenant


810 West Maude Avenue

                  Sunnyvale, California 94089


UExhibit
AU is intended only to show
the general layout of the Premises as of the beginning of the Term of this Lease.  It does not in any way supersede any of Landlord's rights set forth in
Article 17 of the Lease with respect to arrangements and/or locations of public parts of the Building and changes in such arrangements and/or locations.  It
is not to be scaled; any measurements or distances shown should be taken as approximate.




 

 



                         A-1








EXHIBIT A-1 - SITE PLAN


attached to and made a part of the Lease bearing the

                  Lease Reference Date of April 30, 2009 between

                  SILICON VALLEY CA-I, LLC, a Delaware limited liability company, as Landlord and

                  8X8, INC., a Delaware corporation, as Tenant


810 West Maude Avenue

                  Sunnyvale, California 94089


UExhibit A-
1U is intended only to show
the general layout of the Building and/or the project of which the Building is a part as of the beginning of the Term of the Lease.  It does not in any way
supersede any of Landlord's rights set forth in Article 17 of the Lease with respect to arrangements and/or locations of public parts of the Building and
changes in such arrangements and/or locations.  It is not to be scaled; any measurements or distances shown should be taken as approximate, and the
location and number of parking spaces should be taken as approximate.





 




                         A-2









EXHIBIT B - INITIAL ALTERATIONS


attached to and made a part of the Lease bearing the

                  Lease Reference Date of April 30, 2009 between

                  SILICON VALLEY CA-I, LLC, a Delaware limited liability company, as Landlord and

                  8X8, INC., a Delaware corporation, as Tenant


810 West Maude Avenue

                  Sunnyvale, California 94089





1.Landlord, at its sole cost and expense (subject to the terms and provisions of Section 2 below) shall perform improvements to the
Premises in accordance with the following work list (the "Work List") using Building standard methods, materials and finishes and as reasonably
determined by Landlord, except as otherwise set forth in the preliminary space plans attached hereto as USchedule IU.  The improvements to be performed in accordance with the Work
List, as further depicted and described on USchedules I, IIU and UIIIU, are hereinafter referred to as the "Initial Alterations".  Landlord shall enter into a direct contract
for the Initial Alterations with a general contractor selected by Landlord.  In addition, Landlord shall have the right to select and/or approve of any
subcontractors used in connection with the Initial Alterations.




WORK LIST






	Construct a 43'X30' board conference room; 



	Wall off a portion of the office core and install windows on two walls of the NOC Room portion of the Premises; 



	Remove and modify walls at the break room as depicted on USchedule IU; 



	Replace carpet with vinyl tile in the break room in the Premises; 



	Install drop ceiling office finish in open area between electrical room and Q&A/Shipping/Receiving area of the
Premises; 



	Expand server room as depicted on USchedule IIU attached hereto; 



	Install double locks on exterior man doors as depicted on USchedule IIIU; and 



	Install dishwashers in the main break room and in the sink area between the two executive offices. 






2.All other work and upgrades, subject to Landlord's approval, shall be at Tenant's sole cost and expense, plus any applicable state sales or use
tax thereon, payable upon demand as additional rent.  Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting from any
such other work and upgrades requested or performed by Tenant.


3.Landlord's supervision or performance of any work for or on behalf of Tenant shall not be deemed to be a representation by Landlord that such
work complies with applicable insurance requirements, building codes, ordinances, laws or regulations or that the improvements constructed will be
adequate for Tenant's use.


4.Landlord and Tenant agree to cooperate with each other in order to enable the Initial Alterations to be performed in a timely manner and with as
little inconvenience to the operation of Tenant's business as is reasonably possible.  Notwithstanding anything herein to the contrary, any delay in the
completion of the Initial Alterations or inconvenience suffered by Tenant during the performance of the Initial Alterations shall not delay the
Commencement Date nor shall it subject Landlord to any liability for any loss or damage resulting therefrom or entitle Tenant to any credit, abatement or
adjustment of rent or other sums payable under the Lease. 


5.Landlord shall use reasonable efforts to substantially complete the Initial Alterations on or before July 31, 2009, subject to events of force
majeure and Tenant Delays.  


6.This UExhibit
BU shall not be deemed
applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any
portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any
options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.




                         B-1









7.So long as Tenant is not in default under the Lease, on or before December 15, 2009, Tenant may request an allowance of up to $100,000.00
(the "Allowance") from in order for Tenant to perform alterations or improvements at the Premises during the initial Term so long as such
alterations or improvements are approved in advance by Landlord and performed by Tenant all in accordance with the terms and conditions of the Lease
(the "Approved Alterations").  Landlord shall disburse the Allowance to Tenant in one payment only and otherwise subject to and in accordance
with the remaining terms and conditions of this Section 7.  Any Allowance paid to or on behalf of Tenant hereunder shall be repaid to Landlord as additional
rent in equal monthly installments throughout the remainder of the initial Term, commencing on the first day of the first full calendar month following the
date the Allowance is disbursed to Tenant, with interest at one percent (1%) in excess of the Wall Street Journal prime lending rate announced from time to
time.  If Tenant is in default under the Lease after the expiration of applicable cure periods, the entire unpaid balance of the Allowance paid to or on behalf
of Tenant shall become immediately due and payable and, except to the extent required by applicable law, shall not be subject to mitigation or reduction in
connection with a reletting of the Premises by Landlord.  Upon request of Landlord, Tenant shall execute an amendment to the Lease or other appropriate
agreement, prepared by Landlord, evidencing the amount of the Allowance requested by Tenant and the repayment schedule relating to Tenant's
repayment of the Allowance, as described herein.  In no event shall Tenant be entitled to request disbursement of the Allowance after December 15, 2009.
The Allowance may only be used for the cost of preparing design and construction documents and mechanical and electrical plans for the Approved
Alterations and for hard costs in connection with the Approved Alterations (including the installation of cabling and wiring at the Premises) and to
reasonable and actual third party costs incurred by Tenant in connection with its moving to the Premises.  The Allowance shall be paid to Tenant or, at
Landlord's option, to the order of the general contractor that performed the Approved Alterations, within thirty (30) days following receipt by Landlord of
(a) receipted bills covering all labor and materials expended and used in the Approved Alterations; (b) a sworn contractor's affidavit from the
general contractor and a request to disburse from Tenant containing an approval by Tenant of the work done; (c) full and final waivers of lien;
(d) as-built plans of the Approved Alterations; and (e) the certification of Tenant and its architect that the Approved Alterations have been
installed in a good and workmanlike manner in accordance with the approved plans, and in accordance with applicable laws, codes and ordinances.  The
Allowance shall be disbursed in the amount reflected on the receipted bills meeting the requirements above.  Notwithstanding anything herein to the
contrary, Landlord shall not be obligated to disburse any portion of the Allowance during the continuance of an uncured default under the Lease, and
Landlord's obligation to disburse shall only resume when and if such default is cured.



 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






                         B-2









SCHEDULE I TO EXHIBIT B - SPACE PLANS







 




                         B-3









SCHEDULE II TO EXHIBIT B - SPACE PLANS






 

 




                         B-4









SCHEDULE III TO EXHIBIT B - SPACE PLANS








                         B-5








EXHIBIT C - COMMENCEMENT DATE MEMORANDUM


attached to and made a part of the Lease bearing the

                  Lease Reference Date of April 30, 2009 between

                  SILICON VALLEY CA-I, LLC, a Delaware limited liability company, as Landlord and

                  8X8, INC., a Delaware corporation, as Tenant


810 West Maude Avenue

                  Sunnyvale, California 94089


COMMENCEMENT DATE MEMORANDUM


THIS MEMORANDUM, made as of ______, 20___, by and between SILICON VALLEY CA-I, LLC, a Delaware limited liability company
("Landlord") and 8x8, INC., a Delaware corporation ("Tenant").


URecitalsU:







	Landlord and Tenant are parties to that certain Lease, dated for reference April 30, 2009 (the "Lease") for certain premises (the
"Premises") consisting of approximately 51,680 square feet at the building commonly known as 801 Maude Avenue.



	Tenant is in possession of the Premises and the Term of the Lease has commenced.



	Landlord and Tenant desire to enter into this Memorandum confirming the Commencement Date, the Termination Date and other matters under the
Lease.


 


 

NOW, THEREFORE, Landlord and Tenant agree as follows:


1.The actual Commencement Date is ______.


2.The actual Termination Date is ______.


3.The schedule of the Annual Rent and the Monthly Installment of Rent set forth on the Reference Pages is deleted in its entirety, and the
following is substituted therefor:


[insert rent schedule]


4.Capitalized terms not defined herein shall have the same meaning as set forth in the Lease.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.




	
LANDLORD:
	
TENANT:


	
SILICON VALLEY CA-I, LLC,

a Delaware limited liability company

	
8X8, INC., 

a Delaware corporation

	By:RREEF Management Company,

a Delaware corporation, its Authorized Agent



	
By: _____UDO NOT SIGNU_________________
	
By: _____UDO NOT SIGNU_________________

	
Name: ________________________________
	
Name: ________________________________

	
Title:   ________________________________
	
Title:   ________________________________






                         C-1









EXHIBIT D - RULES AND REGULATIONS


attached to and made a part of the Lease bearing the

                  Lease Reference Date of April 30, 2009 between

                  SILICON VALLEY CA-I, LLC, a Delaware limited liability company, as Landlord and

                  8X8, INC., a Delaware corporation, as Tenant


810 West Maude Avenue

                  Sunnyvale, California 94089


 




	Except as expressly provided in the Lease, no sign, placard, picture, advertisement, name or notice shall be installed or displayed on any part of the
outside of the Building without the prior written consent of the Landlord. Landlord shall have the right to remove, at Tenant's expense and without notice,
any sign installed or displayed in violation of this rule. All approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at
Tenant's expense by a vendor designated or approved by Landlord. In addition, Landlord reserves the right to change from time to time the format of the
signs or lettering and to require previously approved signs or lettering to be appropriately altered.



	If Landlord objects in writing to any curtains, blinds, shades or screens attached to or hung in or used in connection with any window or door of the
Building that are visible from the exterior of the Building, Tenant shall immediately discontinue such use.  No awning shall be permitted on any part of the
Premises.  Tenant shall not place anything or allow anything to be placed against or near any glass partitions or doors or windows which may appear
unsightly, in the opinion of Landlord, from outside the Premises.



	Tenant shall be responsible for providing janitorial service for the Premises at its sole cost and expense, and Tenant hereby acknowledges that
Landlord shall have no obligation whatsoever to provide janitorial service to the Premises.  Landlord shall not in any way be responsible to any Tenant for
any loss of property on the Premises, however occurring, or for any damage to any Tenant's property by the janitor or any other employee or any other
person.



	Except as expressly provided in the Lease (including, without limitation, Tenant's right to install and operate Tenant's Security System as set forth in
Article 47 of the Lease), Tenant shall not alter any lock or other access device or install a new or additional lock or bolt on any door at the entrance of the
Premises without prior written consent of Landlord, which approval shall not be commercially unreasonably withheld, conditioned or delayed.



	If Tenant requires telephone, data, burglar alarm or similar service, the cost of purchasing, installing and maintaining such service shall be borne solely
by Tenant.



	Tenant shall not place a load upon any floor of its Premises which exceeds the load per square foot that such floor was designed to carry and that is
allowed by law. Heavy objects shall stand on such platforms as determined by Landlord to be necessary to properly distribute the weight.  Landlord will not
be responsible for loss of or damage to any such equipment or other property from any cause, and all damage done to the Building by maintaining or
moving such equipment or other property shall be repaired at the expense of Tenant.



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	Except as expressly provided in the Lease, Tenant shall not install any radio or television antenna, satellite dish, loudspeaker or other device on the
roof or exterior walls of the Building without Landlord's prior written consent, which consent may be withheld in Landlord's sole discretion, and which
consent may in any event be conditioned upon Tenant's execution of Landlord's standard form of license agreement.  Tenant shall be responsible for any
interference caused by such installation.



	Tenant shall not affix any floor covering to the floor of the Premises in any manner except as approved by Landlord.  Tenant shall repair any damage
resulting from noncompliance with this rule.



	No cooking shall be done or permitted on the Premises, except that Underwriters' Laboratory approved microwave ovens or equipment for brewing
coffee, tea, hot chocolate and similar beverages shall be permitted provided that such equipment and use is in accordance with all applicable
Regulations.



	Tenant shall not use any hand trucks except those equipped with the rubber tires and side guards, and may use such other material-handling
equipment as Landlord may approve.  Tenant shall not bring any other vehicles of any kind into the Building. Forklifts which operate on asphalt areas shall
only use tires that do not damage the asphalt.



	Except as otherwise expressly provided herein, Tenant shall not permit any motor vehicles to be washed or mechanical work or maintenance of motor
vehicles to be performed on any portion of the Premises or parking area. Tenant may perform washing of the surface of company vehicles owned and
operated by Tenant at the parking area so long as all of the following are satisfied: (i) Such activity does not interfere with normal use, operation,
maintenance and repair of the Building, the parking facility and or any common areas; and (ii) all wash water shall be collected by Tenant or its contractors
and disposed of off the property on which the Building is located.  In no event shall Tenant or any of its employees, contractors, invitees or agents change
any automotive fluids or otherwise service any vehicles in the parking area.  In the event that Tenant violates any of the foregoing (as reasonably
determined by Landlord), Landlord may terminate Tenant's right to wash such company trucks in the parking area by providing notice of such termination
to Tenant.  The foregoing activities by Tenant are subject to the terms of the Lease and must be performed in accordance with all applicable
Regulations.



	Tenant shall not permit smoking or carrying of lighted cigarettes or cigars other than in areas designated by Landlord as smoking areas.  So long as
Tenant is the sole tenant of the Building, Tenant may designate reasonable smoking areas at the Building so long as the same complies with all applicable
Regulations.



	All trash and refuse shall be contained in suitable receptacles at locations approved by Landlord.  Tenant shall not place in the trash receptacles any
personal trash or material that cannot be disposed of in the ordinary and customary manner of removing such trash without
violation of any law or ordinance governing such disposal.



	Tenant shall comply with all safety, fire protection and evacuation procedures and regulations reasonably established by
Landlord or any governing authority.



	Tenant assumes all responsibility for securing and protecting its Premises and its contents including keeping doors locked
and other means of entry to the Premises closed.



	Small desk fans excepts, Tenant shall not use any method of heating or air conditioning
other than that supplied by Landlord without Landlord's prior
written consent.



	Tenant shall not permit any animals other than service animals, e.g. seeing-eye dogs, to be brought or kept in or about the Premises or any common
area of the Building.



	These Rules and Regulations are in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the terms, covenants,
agreements and conditions of the Lease.  Landlord may waive any one or more of the Rules and Regulations for the benefit of any tenant or tenants, and
any such waiver by Landlord shall UnotU be construed
as a waiver of such Rules and Regulations for any and all tenants.



	Landlord reserves the right to make such other and reasonable rules and regulations as in its judgment may from time to time be needed for safety
and security, for care and cleanliness of the Building and for the preservation of good order in and about the Building.  Tenant agrees to abide by all such
rules and regulations herein stated and any additional rules and regulations which are adopted.  Tenant shall be responsible for the observance of all of the
foregoing rules by Tenant's employees, agents, clients, customers, invitees and guests.



 

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EXHIBIT E - EARLY POSSESSION AGREEMENT


attached to and made a part of the Lease bearing the

                  Lease Reference Date of April 30, 2009 between

                  SILICON VALLEY CA-I, LLC, a Delaware limited liability company, as Landlord and

                  8X8, INC., a Delaware corporation, as Tenant


810 West Maude Avenue

                  Sunnyvale, California 94089


EARLY POSSESSION AGREEMENT



Reference is made to that certain lease dated April 30, 2009, between SILICON VALLEY CA-I, LLC, a Delaware limited liability company
("Landlord") and 8X8, INC., a Delaware corporation ("Tenant"), for the premises located in the City of Sunnyvale, County of
Santa Clara, State of California, commonly known as 810 Maude Avenue.  


It is hereby agreed that, notwithstanding anything to the contrary contained in the Lease but subject to the terms of Section 2.3 of the Lease,
Tenant may occupy the Premises on _________.  The first Monthly Installment of Rent is due on _________.  


Landlord and Tenant agree that all the terms and conditions of the above referenced Lease are in full force and effect as of the date of Tenant's
possession of the Premises prior to the Commencement Date pursuant to Section 2.3 [insert "other than the payment of rent", if the possession
date and rent payment date are different].  


	
LANDLORD:
	
TENANT:


	
 

SILICON VALLEY CA-I, LLC,

a Delaware limited liability company

	

8X8, INC., 

a Delaware corporation

	

By:RREEF Management Company, 

a Delaware corporation, its Authorized Agent


By:  ____________________________________

	
 

 

 

 

By:  ____________________________________


	
Name: ___UDO NOT SIGNU__________________
	
Name: ___UDO NOT SIGNU__________________

	 	 
	
Title:  __________________________________
	
Title:  __________________________________

	 	 
	
Dated: __________________________________
	
Dated: __________________________________





 

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EXHIBIT F -  FORM OF SUBORDINATION, NON-DISTURBANCE

AND ATTORNMENT AGREEMENT



attached to and made a part of the Lease bearing the

                  Lease Reference Date of April 30, 2009 between

                  SILICON VALLEY CA-I, LLC, a Delaware limited liability company, as Landlord and

                  8X8, INC., a Delaware corporation, as Tenant


810 West Maude Avenue

                  Sunnyvale, California 94089




(see attached)




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