OFFICE
      BUILDING LEASE	EXHIBIT
10.6



CB RICHARD ELLIS, INC. 
BROKERAGE AND MANAGEMENT 
LICENSED REAL ESTATE BROKER


This Lease between KOBRA PROPERTIES, a
a California general
partnership, (“Landlord”), and
UNIFY CORPORATION, a Delaware
corporation, (“Tenant”), is dated
November 1, 2007. 

1. LEASE OF PREMISES.


In consideration of the Rent (as
defined at Section 5.4) and the provisions of this Lease, Landlord leases to
Tenant and Tenant leases from Landlord the Premises shown by diagonal lines on
the floor plan attached hereto as Exhibit “A”, and further described at Section
2.1. The Premises are located within the Building and Project described in
Section 2m. Tenant shall have the non-exclusive right (unless otherwise provided
herein) in common with Landlord, other tenants, subtenants and invitees, to use
of the Common Areas (as defined at Section 2e). 

2. DEFINITIONS. 

As used in this Lease, the following
terms shall have the following meanings: 

a.
Base Rent (initial): $535,852.80 per year.


b.
Base Year: The calendar year of 2008. 

c.
Broker(s): 


	           	Landlord’s: 	CB Richard Ellis, Inc. 
  
		Tenant’s:  	Apex Property Advisors,
      Inc.  




In the event
that CB Richard Ellis, Inc. represents both Landlord and Tenant, Landlord and
Tenant hereby confirm that they were timely advised of the dual representation
and that they consent to the same, and that they do not expect said broker to
disclose to either of them the confidential information of the other party.


d.
Anticipated Commencement Date:
Approximately April 1, 2008, or upon
substantial completion of Tenant Improvements. Within ten (10) days
after the substantial completion of the tenant improvements, Landlord and Tenant
shall execute an amendment to this Lease (“Declaration of Lease Commencement”)
setting forth the Commencement Date and the expiration date of the term of the
Lease, which shall be in the form attached hereto as Exhibit II. 

e. Common
Areas. The building lobbies, common corridors and hallways, restrooms, garage
and parking areas, stairways, elevators and other generally understood public or
common areas. Landlord shall have the right to regulate or restrict the use of
the Common Areas. 

f.
Expense Stop: (fill in if applicable): $n/a. 

g.
Expiration Date: Sixty-eight (68) months following Commencement
Date, unless otherwise sooner terminated in
accordance with the provisions of this Lease. 

h.
Index (Section 5.2): United States Department of Labor, Bureau of Labor Statistics
Consumer Price Index for All Urban Consumers, N/A Average, Subgroup “All Items”
(1967 = 100). 

	     	i.  	Landlord’s Mailing Address:    	2251 Douglas Boulevard,
      Suite 120  
		  	  	Roseville, CA
      95661  
		  	Tenant’s
      Mailing Address:  	1420 Rocky Ridge Drive,
      Suite TBD  
		  	  	Roseville, CA
      95661  



j.
Monthly Installments of Base Rent (initial):
$44,654.40 per month. 

k.
Parking: Tenant shall be permitted, upon
payment of the then prevailing monthly rate (as set by Landlord from time to
time) to park sixty-five
(65) cars on a non-exclusive basis in the
area(s) designated by Landlord for parking. Tenant shall abide by any and all
parking regulations and rules established from time to time by Landlord or
Landlord’s parking operator. Landlord
reserves the right to separately charge Tenant’s guests and visitors for
parking. 

l.
Premises:
That portion of the Building containing approximately 18,606 square feet of Rentable
Area, shown by diagonal lines on Exhibit “A,” located on the third (3rd) floor of the Building and known as Suite TBD. If the Landlord
determines, based on the Project Architect’s measurements, that the Actual
Premises (the “Actual Premises”) occupied by the Tenant is more or less than the
Premises set forth in this Lease, then the total rent shall be adjusted upward
or downward to reflect the difference between the Actual Premises and the
Premises set forth in this Lease. The Landlord and Tenant shall execute a Lease
modification that will set forth the Actual Premises and recalculated rental
amounts. 


	
      	        	
      
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m.
Project:
The building of which the Premises are a part (the “Building”) and any other
buildings or improvements on the real property (the “Property”) located at
1420 Rocky Ridge Drive, Roseville, CA
95661 and further described at Exhibit “B”.
The Project is known as Kobra Corporate
Center. 

n.
Rentable Area: As to both Premises and the Project, the respective measurements of floor
area as may from time to time be subject to lease by Tenant and all tenants of
the Project, respectively, as determined by Landlord and applied on a consistent
basis throughout the Project. 

o.
Security Deposit (Section 7):
$ Waived. 

p.
State: The
State of California. 

q.
Tenant’s First Adjustment Date:
Refer to Section 38. 

r.
Tenant’s Proportionate Share:
19.58%.
Such share is a fraction, the numerator of which is the Rentable Area of the
Premises, and the denominator of which is the Rentable Area of the Project, as
determined by Landlord from time to time. The Project consists of
one (1)
building(s) containing a total Rentable Area of 95,000 square feet. 

s.
Tenant’s Use Clause (Article 8):
General office use and any other lawful
purpose in keeping with the class and character of the building. 

t.
Term: The
period commencing on the Commencement Date and expiring at midnight on the
Expiration Date. 

3. EXHIBITS AND ADDENDA.


The exhibits and addenda listed below
(unless lined out) are incorporated by reference in this Lease: 

a. Exhibit
“A” - Floor Plan showing the Premises. 

     Exhibit “A-1” - Building Standard Finishes. 

b. Exhibit
“B” - Site Plan of the Project. 

c. Exhibit
“C” - Building Standard Work Letter. 

d. Exhibit
“D” - Rules and Regulations. 

e.
Exhibit “E” – Guarantee. 

f.
Exhibit “F” – Estoppel. 

g. Exhibit
“G” - Sign Criteria. 

h. Exhibit
“H” = Declaration of Lease Commencement. 

i. Addenda.


4. DELIVERY OF
POSSESSION.

If for any reason Landlord does not
deliver possession of the Premises to Tenant on the Commencement Date, Landlord
shall not be subject to any liability for such failure, the Expiration Date
shall not change and the validity of this Lease shall not be impaired, but Rent
shall be abated until delivery of possession. “Delivery of possession” shall be
deemed to occur on the date Landlord completes Landlord’s Work as defined in
Exhibit “C”, with the exception of final punchlist items. If Landlord permits
Tenant to enter into possession of the Premises before the Commencement Date,
such possession shall be subject to the provisions of this Lease, including,
without limitation, the payment of Rent. 

5. RENT. 

5.1. Payment of Base Rent: Tenant agrees to
pay the Base Rent for the Premises. Monthly Installments of Base Rent shall be
payable in advance on the first day of each calendar month of the Term. If the
Term begins (or ends) on other than the first (or last) day of a calendar month,
the Base Rent for the partial month shall be prorated on a per diem basis.
Tenant shall pay Landlord the first Monthly Installment of Base Rent when Tenant
executes the Lease, which shall be applied to
the rent for the first month in which rent is due.


5.2 Adjusted Base Rent:


a. The Base Rent (and the corresponding Monthly Installments
of Base Rent) set forth at Section 2a shall be adjusted
annually (the “Adjustment Date”),
commencing on Tenant’s First Adjustment Date. Adjustments, if any, shall be
based upon
increases (if any) in the index. The index in publication three (3) months
before the Commencement Date shall be
the “Base Index.” The index in publication three
(3) months before each Adjustment Date shall be the “Comparison
Index.” As of each Adjustment Date, the
Base Rent payable during the ensuing twelve-month period shall be determined
by increasing the initial Base Rent by
a percentage equal to the percentage increase, if any, in the Comparison Index
over the Base Index. If the Comparison
Index for any Adjustment Date is equal to or less than the Comparison Index for
the preceding
Adjustment Date (or the Base Index, in the case of First Adjustment Date), the
Base Rent for the ensuing twelve-month
period shall remain the amount of Base Rent payable during the preceding
twelve-month period. When the Base Rent
payable as of each Adjustment Date is determined, Landlord shall promptly give
Tenant written notice of such adjusted
Base Rent and the manner in which it was computed. The Base Rent as so adjusted
from time to time shall be the “Base Rent” for all purposes under this
Lease. 

b.
If at any Adjustment Date the Index no longer exists in the form described in
this Lease, Landlord may substitute any substantially equivalent official index published by the Bureau of
Labor Statistics or its successor. Landlord shall use any appropriate
conversion factors to accomplish such substitution. The substitute index shall
then become the “Index” hereunder. 


	
      	        	
      
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5.3 Project Operating Costs: 

a. In order
that the Rent payable during the Term reflect any increase in Project Operating
Costs, Tenant agrees to pay to Landlord as Rent, Tenant’s Proportionate share of
all increases in costs, expenses and obligations attributable to the Project and
its operation, all as provided below. 

b. If,
during any calendar year during the Term, Project Operating Costs exceed the
Project Operating Costs for the Base Year, Tenant shall pay to Landlord, in
addition to the Base Rent and all other payments due under this Lease, an amount
equal to Tenant’s Proportionate Share of such excess Project Operating Costs in
accordance with the provisions of this Section 5.3b. 

(1) The term “Project Operating Costs”
shall include all those items described in the following subparagraphs (a) and
(b). 

(a) All
taxes, assessments, water and sewer charges and other similar governmental
charges levied on or attributable to the Building or Project or their operation,
including without limitation, (i) real property taxes or assessments levied or
assessed against the Building or Project, (ii) assessments or charges levied or
assessed against the Building or Project by any redevelopment agency, (iii) any
tax measured by gross rentals received from the leasing of the Premises,
Building or Project, excluding any net income, franchise, capital stock, estate
or inheritance taxes imposed by the State or federal government or their
agencies, branches or departments; provided that if at any time during the Term
any governmental entity levies, assesses or imposes on Landlord any (1) general
or special, ad valorem or specific, excise, capital levy or other tax
assessment, levy or charge directly on the Rent received under this Lease or on
the rent received under any other leases of space in the Building or Project, or
(2) any license fee, excise or franchise tax, assessment, levy or charge
measured by or based in whole or in part, upon such rent, or (3) any transfer,
transaction, or similar tax, assessment, levy or charge based directly or
indirectly upon the transaction represented by this Lease or such other leases,
or (4) any occupancy, use per capita or other tax, assessment, levy or charge
based directly or indirectly upon the use or occupancy of the Premises or other
premises within the Building or Project, then any such taxes, assessments,
levies and charges shall be deemed to be included in the term Project Operating
Costs. If at any time during the Term the assessed valuation of, or taxes on,
the Project are not based on a completed Project having at least ninety-five
percent (95%) of the Rentable Area occupied, then the “taxes” component of
Project Operating Costs shall be adjusted by Landlord to reasonably approximate
the taxes which would have been payable if the Project were completed and at
least ninety-five percent (95%) occupied. 

(b)
Operating costs incurred by Landlord in maintaining and operating the Building
and Project, including without limitation the following: costs of (1) utilities;
(2) supplies; (3) insurance (including public liability, property damage,
earthquake, and fire and extended coverage insurance for the full replacement
cost of the Building and Project as required by Landlord or its lenders for the
Project; (4) services of independent contractors; (5) compensation (including
employment taxes and fringe benefits and including a proration for part-time
employees) of all persons who perform duties connected with the operation,
maintenance, repair or overhaul of the building or Project, and equipment,
improvements and facilities located within the Project, including without
limitation engineers, janitors, painters, floor waxers, window washers, security
and parking personnel and gardeners (but excluding persons performing services
not uniformly available to or performed for substantially all Building or
Project tenants); (6) operation and maintenance of a room for delivery and
distribution of mail to tenants of the Building or Project as required by the
U.S. Postal Service (including, without limitation, an amount equal to the fair
market rental value of the mail room premises); (7) management of the Building
or Project, whether managed by Landlord or an independent contractor (including,
without limitation, an amount equal to the fair market value of any on-site
manager’s office); (8) rental expenses for (or a reasonable depreciation
allowance on) personal property used in the maintenance, operation or repair of
the Building or Project; (9) costs, expenditures or charges (whether capitalized
or not) required by any governmental or quasi-governmental authority; (10)
amortization of capital expenses (including financing costs) (i) required by a
governmental entity for energy conservation or life safety purposes, or (ii)
made by Landlord to reduce Project Operating Costs; and (11) any other costs or
expenses incurred by Landlord and directly related to building under this Lease
and not otherwise reimbursed by tenants of the Project. If at any time during
the Term, less than ninety-five percent (95%) of the Rentable Area of the
Project is occupied, the “operating costs” component of Project Operating Costs
shall be adjusted by Landlord to reasonably approximate the operating costs
which would have been incurred if the Project had been at least ninety-five
percent (95%) occupied. 

(2) Tenant’s Proportionate Share of
Project Operating Costs shall be payable by Tenant to Landlord as follows:


(a)
Beginning with the calendar year following the Base Year and for each calendar
year thereafter (“Comparison Year”), Tenant shall pay Landlord an amount equal
to Tenant’s Proportionate Share of the Project Operating Costs incurred by
Landlord in the Comparison Year which exceeds the total amount of Project
Operating Costs payable by Landlord for the Base Year. This excess is referred
to as the “Excess Expenses.” 

(b) To
provide for current payments of Excess Expenses, Tenant shall, at Landlord’s
request, pay as additional rent during each Comparison Year, an amount equal to
Tenant’s Proportionate Share of the Excess Expenses payable during such
Comparison Year, as estimated by Landlord from time to time. Such payments shall
be made in monthly installments, commencing on the first day of the month
following the month in which Landlord notifies Tenant of the amount it is to pay
hereunder and continuing until the first day of the month following the month in
which Landlord gives Tenant a new notice of estimated Excess Expenses. It is the
intention hereunder to estimate from time to time the amount of the Excess
Expenses for each Comparison Year and Tenant’s Proportionate Share thereof, and
then to make an adjustment in the following year based on the actual Excess
Expenses incurred for that Comparison Year. 


	
      	        	
      
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(c) On or
before April 1 of each Comparison Year after the first Comparison Year (or as
soon thereafter as is practical), Landlord shall deliver to Tenant a statement
setting forth Tenant’s Proportionate Share of the Excess Expenses for the
preceding Comparison Year. If Tenant’s Proportionate Share of the actual Excess
Expenses for the previous Comparison Year exceeds the total of the estimated
monthly payments made by Tenant for such year, Tenant shall pay Landlord the
amount of the deficiency within ten (10) days of the receipt of the statement.
If such total exceeds Tenant’s Proportionate Share of the actual Excess Expenses
for such Comparison Year, then Landlord shall credit against Tenant’s next
ensuing monthly installment(s) of additional rent in an amount equal to the
difference until the credit is exhausted. If a credit is due from Landlord on
the Expiration Date, Landlord shall pay Tenant the amount of the credit. The
obligations of Tenant and Landlord to make payments required under this Section
5.3 shall survive the Expiration Date. 

(d) Tenant’s
Proportionate Share of Excess Expenses in any Comparison Year having less than
365 days shall be appropriately prorated. 

(e) If any
dispute arises as to the amount of any additional rent due hereunder, Tenant
shall have the right after reasonable notice and at reasonable times to inspect
Landlord’s accounting records at Landlord’s accounting office and, if after such
inspection Tenant still disputes the amount of additional rent owed, a
certification as to the proper amount shall be made by Landlord’s certified
public accountant, which certification shall be final and conclusive. Tenant
agrees to pay the cost of such certification unless it is determined that
Landlord’s original statement overstated Project Operating Costs by more than
five percent (5%), in which case Landlord will reimburse Tenant for accounting
fees incurred. 

(f) If this
Lease sets forth an Expense Stop at Section 2f, then during the Term Tenant
shall be liable for Tenant’s Proportionate Share of any actual Project Operating
Costs which exceed the amount of the Expense Stop. Tenant shall make current
payments of such excess costs during the Term in the same manner as is provided
for payment of Excess Expenses under the applicable provisions of Section
5.3b(2)(b) and (c) above. 

5.4 Definition of Rent: All costs and
expenses which Tenant assumes or agrees to pay to Landlord under this Lease
shall be deemed additional rent (which, together with the Base Rent is sometimes
referred to as the “Rent”). The Rent shall be paid to the Building manager (or
other person) and at such place, as Landlord may from time to time designate in
writing, without any prior demand therefor and without deduction or offset, in
lawful money of the United States of America. 

5.5 Rent Control: If the amount of Rent or
any other payment due under this Lease violates the terms of any governmental
restrictions on such Rent or payment, then the Rent or payment due during the
period of such restrictions shall be the maximum amount allowable under those
restrictions. Upon termination of the restrictions, Landlord shall, to the
extent it is legally permitted, recover from Tenant the difference between the
amounts received during the period of the restrictions and the amounts Landlord
would have received had there been no restrictions. 

5.6 Taxes Payable by Tenant: In addition
to the Rent and any other charges to be paid by Tenant hereunder, Tenant shall
reimburse Landlord upon demand for any and all taxes payable by Landlord (other
than net income taxes) which are not otherwise reimbursable under this Lease,
whether or not now customary or within the contemplation of the parties, where
such taxes are upon, measured by or reasonably attributable to (a) the cost or
value of Tenant’s equipment, furniture, fixtures and other personal property
located in the Premises, or the cost or value of any leasehold improvements made
in or to the Premises by or for Tenant, other than Building Standard Work made
by Landlord, regardless of whether title to such improvements is held by Tenant
or Landlord; (b) the gross or net Rent payable under this Lease, including,
without limitation, any rental or gross receipts tax levied by any taxing
authority with respect to the receipt of the Rent hereunder; (c) the possession,
leasing, operation, management, maintenance, alteration, repair, use or
occupancy by Tenant of the Premises or any portion thereof; or (d) this
transaction or any document to which Tenant is a party creating or transferring
an interest or an estate in the Premises. If it becomes unlawful for Tenant to
reimburse Landlord for any costs as required under this Lease, the Base Rent
shall be revised to net Landlord the same net Rent after imposition of any tax
or other charge upon Landlord as would have been payable to Landlord but for the
reimbursement being unlawful. 

6. INTEREST AND LATE CHARGES.


If Tenant fails to pay when due any
Rent or other amounts or charges which Tenant is obligated to pay under the
terms of this Lease, the unpaid amounts shall bear interest at the maximum rate
then allowed by law. Tenant acknowledges that the late payment of any Monthly
Installment of Base Rent will cause Landlord to lose the use of that money and
incur costs and expenses not contemplated under this Lease, including without
limitation, administrative and collection costs and processing and accounting
expenses, the exact amount of which is extremely difficult to ascertain.
Therefore, in addition to interest, if any such installment is not received by
Landlord within ten (10) calendar days from the date it is due, Tenant shall pay
Landlord a late charge equal to ten percent (10%) of such installment. Landlord
and Tenant agree that this late charge represents a reasonable estimate of such
costs and expenses and is fair compensation to Landlord for the loss suffered
from such nonpayment by Tenant. Acceptance of any interest or late charge shall
not constitute a waiver of Tenant’s default with respect to such nonpayment by
Tenant nor prevent Landlord from exercising any other rights or remedies
available to Landlord under this Lease.

7. SECURITY DEPOSIT. 

Tenant agrees to deposit with
Landlord the Security Deposit set forth at Section 2.0 upon execution of this
Lease, as security for Tenant’s
faithful performance of its obligations under this Lease. Landlord and Tenant
agree that the Security Deposit may be commingled with funds of Landlord and Landlord shall have no
obligation or liability for payment of interest such deposit.
Tenant shall not mortgage,
assign, transfer or encumber the Security Deposit without the prior written
consent of Landlord and any
attempt by Tenant to do shall be void, without force or effect and shall not be
binding upon Landlord. 


	
      	        	
      
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If Tenant fails to pay any Rent
or other amount when due and payable under this Lease, or fails to perform any
of the terms hereof, Landlord
may appropriate and apply or use all or any portion of the Security Deposit for
Rent payments or any other amount then due and unpaid, for payment of any amount for which Landlord
has become obligated as a result of Tenant’s default or breach, and for any loss or damage sustained by
Landlord as a result of Tenant’s default or breach, and Landlord
may so apply or use this deposit
without prejudice to any other remedy Landlord may have by reason of Tenant’s
default or breach. If Landlord
so uses any of the Security Deposit, Tenant shall, within ten (10) days after
written demand therefor, restore
the Security Deposit to the full amount originally deposited; Tenant’s failure
to do so shall constitute an act of default hereunder and Landlord shall have the right to exercise any
remedy provided for at Article 27 hereof. Within fifteen (15) days
after the Term (or any extension
thereof) has expired or Tenant has vacated the Premises, whichever shall last
occur, and provided Tenant is
not then in default on any of its obligations hereunder, Landlord shall return
the Security Deposit to Tenant,
or, if Tenant has assigned its interest under this Lease, to the last assignee
of Tenant. If Landlord sells its interest in the Premises, Landlord may deliver this deposit to the
purchaser of Landlord’s interest and thereupon be relieved of any
further liability or obligation
with respect to the Security Deposit.


8. TENANT’S USE OF THE PREMISES.


Tenant shall use the Premises solely
for the purposes set forth in Tenant’s Use Clause. Tenant shall not use or
occupy the Premises in violation of law or any covenant, condition or
restriction affecting the Building or Project or the certificate of occupancy
issued for the Building or Project, and shall, upon notice from Landlord,
immediately discontinue any use of the Premises which is declared by any
governmental authority having jurisdiction to be a violation of law or the
certificate of occupancy. Tenant, at Tenant’s own cost and expense, shall comply
with all laws, ordinances, regulations, rules and/or any directions of any
governmental agencies or authorities having jurisdiction which shall, by reason
of the nature of Tenant’s use or occupancy of the Premises, impose any duty upon
Tenant or Landlord with respect to the Premises or its use or occupation. A
judgment of any court of competent jurisdiction or the admission by Tenant in
any action or proceeding against Tenant that Tenant has violated any such laws,
ordinances, regulations, rules and/or directions in the use of the Premises
shall be deemed to be a conclusive determination of that fact as between
Landlord and Tenant. Tenant shall not do or permit to be done anything which
will invalidate or increase the cost of any fire, extended coverage or other
insurance policy covering the Building or Project and/or property located
therein, and shall comply with all rules, orders, regulations, requirements and
recommendations of the Insurance Services Office or any other organization
performing a similar function. Tenant shall promptly upon demand reimburse
Landlord for any additional premium charged for such policy by reason of
Tenant’s failure to comply with the provisions of this Article. 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 Project, or injure or annoy them, or use or allow the Premises to be
used for any improper, immoral, unlawful or objectionable purpose, nor shall
Tenant cause, maintain or permit any nuisance in, on or about the Premises.
Tenant shall not commit or suffer to be committed any waste in or upon the
Premises. 

9. SERVICES AND UTILITIES.


Building hours are 7:00 a.m. to 6:00
p.m., Monday through Friday and 9:00 a.m. to 1:00 p.m. on Saturdays. Provided
that Tenant is not in default hereunder, Landlord agrees to furnish to the
Premises during generally recognized business days, and during hours determined
by Landlord in its sole discretion, and subject to the Rules and Regulations of
the Building or Project, electricity for normal desktop office equipment and
normal copying equipment, and heating, ventilation and air conditioning HVAC”)
as required in Landlord’s judgment for the comfortable use and occupancy of the
Premises. If Tenant desires HVAC at any other time, Landlord shall use
reasonable efforts to furnish such service upon reasonable notice from Tenant
and Tenant shall pay Landlord’s charges therefor on demand. Landlord shall also
maintain and keep lighted the common stairs, common entries and restrooms in the
Building. Landlord shall not be in default hereunder or be liable for any
damages directly or indirectly resulting from, nor shall the Rent be abated by
reason of (i) the installation, use or interruption of use of any equipment in
connection with the furnishing of any of the foregoing services, (ii) failure to
furnish or delay in furnishing any such services where such failure or delay is
caused by accident or any condition or event beyond the reasonable control of
Landlord, or by the making of necessary repairs or improvements to the Premises,
Building or Project, or (iii) the limitation, curtailment or rationing of, or
restrictions on, use of water, electricity, gas or any other form of energy
serving the Premises, Building or Project. Landlord shall not be liable under
any circumstances for a loss of or injury to property or business, however
occurring, through or in connection with or incidental to failure to furnish any
such services. If Tenant uses heat generating machines or equipment in the
Premises which affect the temperature otherwise maintained by the HVAC system,
Landlord reserves the right to install supplementary air conditioning units in
the Premises and the cost thereof, including the cost of installation, operation
and maintenance thereof, shall be paid by Tenant to Landlord upon demand by
Landlord. 

Tenant shall not, without the written
consent of Landlord, use any apparatus or device in the Premises, including
without limitation, electronic data processing machines, punch card machines or
machines using in excess of 120 volts, which consumes more electricity than is
usually furnished or supplied for the use of premises as general office space,
as determined by Landlord. Tenant shall not connect any apparatus with electric
current except through existing electrical outlets in the Premises. Tenant shall
not consume water or electric current in excess of that usually furnished or
supplied for the use of premises as general office space (as determined by
Landlord), without first procuring the written consent of Landlord, which
Landlord may refuse, and in the event of consent, Landlord may have installed a
water meter or electrical current meter in the Premises to measure the amount of
water or electric current consumed. The cost of any such meter and of its
installation, maintenance and repair shall be paid for by the Tenant and Tenant
agrees to pay to Landlord promptly upon demand for all such water and electric
current consumed as shown by said meters, at the rates charged for such services
by the local public utility plus any additional expense incurred in keeping
account of the water and electric current so consumed. If a separate meter is
not installed, the excess cost for such water and electric current shall be
established by an estimate made by a utility company or electrical engineer
hired by Landlord at Tenant’s expense. 

Nothing contained in this Article shall
restrict Landlord’s right to require at any time separate metering of utilities
furnished to the Premises. In the event utilities are separately metered, Tenant
shall pay promptly upon demand for all utilities consumed at utility rates
charged by the local public utility plus any additional expense incurred by
Landlord in keeping account of the utilities so consumed. Tenant shall be
responsible for the maintenance and repair of any such meters at its sole
cost.

Landlord shall furnish elevator service, lighting
replacement for building standard lights, restroom supplied, window washing and
janitor services in a manner that such services are customarily furnished to
comparable office buildings in the area. 


	
      	        	
      
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10. CONDITION OF THE PREMISES.


Tenant’s taking possession of the
Premises shall be deemed conclusive evidence that as of the date of taking
possession the Premises are in good order and satisfactory condition, except for
such matters as to which Tenant gave Landlord notice on or before the
Commencement Date. No promise of Landlord to alter, remodel, repair or improve
the Premises, the Building or the Project and no representation, express or
implied, respecting any matter or thing relating to the Premises, Building,
Project or this Lease (including, without limitation, the condition of the
Premises, the Building or the Project) have been made to Tenant by Landlord or
its Broker or Sales Agent, other than as may be contained herein or in a
separate exhibit or addendum signed by Landlord and Tenant. 

11. CONSTRUCTION, REPAIRS AND
MAINTENANCE. 

a.
Landlord’s Obligations: Landlord shall
perform Landlord’s Work to the Premises as described in Exhibit “C” Landlord
shall maintain in good order, condition and repair the Building and all other
portions of the Premises not the obligation of Tenant or of any other tenant in
the Building. 

b.
Tenant’s Obligations: 

(1) Tenant shall perform Tenant’s Work to the Premises as described in
Exhibit “C” 

(2) Tenant at Tenant’s sole expense shall, except for services furnished by
Landlord pursuant to Article 9 hereof, maintain their suite only in good order,
condition and repair, including the interior surfaces of the ceilings, walls and
floors, all doors, all interior windows, all plumbing, pipes and fixtures,
electrical wiring, switches and fixtures. Building Standard furnishings and
special items and equipment installed by or at the expense of Tenant 

(3) Tenant shall be responsible for all repairs and alterations in and to the
Premises, Building and Project and the facilities and systems thereof, the need
for which arises out of (i) Tenant’s use or occupancy of the Premises, (ii) the
installation, removal, use or operation of Tenant’s Property (as defined in
Article 13) in the Premises, (iii) the moving of Tenant’s Property into or out
of the Building, or (iv) the act, omission, misuse or negligence of Tenant, its
agents, contractors, employees or invitees

(4) If
Tenant fails to maintain the Premises in good order, condition and repair,
Landlord shall give Tenant notice to do such acts as are reasonably required to
so maintain the Premises. If Tenant fails to promptly commence such work and
diligently prosecute it to completion, then Landlord shall have the right to do
such acts and expend such funds at the expense of Tenant as are reasonably
required to perform such work. Any amount so expended by Landlord shall be paid
by Tenant promptly after demand with interest at the prime commercial rate then
being charged by Bank of America NT & SA plus two percent (2%) per annum,
from the date of such work, but not to exceed the maximum rate then allowed by
law. Landlord shall have no liability to Tenant for any damage, inconvenience,
or interference with the use of the Premises by Tenant as a result of performing
any such work 

c.
Compliance with Law: Landlord and Tenant shall each do all acts required to comply
with all applicable laws, ordinances, and rules of any public authority relating
to their respective maintenance obligations as set forth herein. 

d.
Waiver by Tenant: Tenant expressly waives the benefits of any statute now or hereafter in
effect which would otherwise afford the Tenant the right to make repairs at
Landlord’s expense or to terminate this Lease because of Landlord’s failure to
keep the Premises in good order, condition and repair. 

e.
Load and Equipment Limits: Tenant shall not place a load upon any floor of the Premises
which exceeds the load per square foot which such floor was designed to carry,
as determined by Landlord or Landlord’s structural engineer. The cost of any
such determination made by Landlord’s structural engineer shall be paid for by
Tenant upon demand. Tenant shall not install business machines or mechanical
equipment which cause noise or vibration to such a degree as to be objectionable
to Landlord or other Building tenants. 

f. Except as
otherwise expressly provided in this Lease, Landlord shall have no liability to
tenant nor shall Tenant’s obligations under this Lease be reduced or abated in
any manner whatsoever by reason of any inconvenience, annoyance, interruption or
injury to business arising from Landlord’s making any repairs or changes which
Landlord is required or permitted by this Lease or by any other tenant’s lease
or required by law to make in or to any portion of the Project, Building or the
Premises. Landlord shall nevertheless use reasonable efforts to minimize any
interference with Tenant’s business in the Premises. 

g. Tenant
shall give Landlord prompt notice of any damage to or defective condition in any
part or appurtenance of the Building’s mechanical, electrical, plumbing, HVAC or
other systems serving, located in, or passing through the Premises. 

h. Upon the
expiration or earlier termination of this Lease, Tenant shall return the
Premises to Landlord clean and in the same condition as on the date Tenant took
possession, except for normal wear and tear. Any damage to the Premises,
including any structural damage, resulting from Tenant’s use or from the removal
of Tenant’s fixtures, furnishings and equipment pursuant to Section 13b shall be
repaired by Tenant at Tenant’s expense. 


	
      	        	
      
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12. ALTERATIONS AND ADDITIONS.


a. Tenant
shall not make any additions, alterations or improvements to the Premises
without obtaining the prior written consent of Landlord. Landlord’s consent may
be conditioned on Tenant’s removing any such additions, alterations or
improvements upon the expiration of the Term and restoring the Premises to the
same condition as on the date Tenant took possession. All work with respect to
any addition, alteration or improvement shall be done in a good and workmanlike
manner by properly qualified and licensed personnel approved by Landlord, and
such work shall be diligently prosecuted to completion. Landlord may, at
Landlord’s option, require that any such work be performed by Landlord’s
contractor, in which case the cost of such work shall be paid for before
commencement of the work. 

b. Tenant
shall pay the costs of any work done on the Premises pursuant to Section 12a,
and shall keep the Premises, Building and Project free and clear of liens of any
kind. Tenant shall indemnify, defend against and keep Landlord free and harmless
from all liability, loss, damage, costs, attorneys’ fees and any other expense
incurred on account of claims by any person performing work or furnishing
materials or supplies for Tenant or any person claiming under Tenant.


Tenant shall
keep Tenant’s leasehold interest, and any additions or improvements which are or
become the property of Landlord under this Lease, free and clear of all
attachment or judgment liens. Before the actual commencement of any work for
which a claim or lien may be filed, Tenant shall give Landlord notice of the
intended commencement date a sufficient time before that date to enable Landlord
to post notices of non-responsibility or any other notices which Landlord deems
necessary for the proper protection of Landlord’s interest in the Premises,
Building or the Project, and Landlord shall have the right to enter the Premises
and post such notices at any reasonable time. 

c. Landlord
may require, at Landlord’s sole option, that Tenant provide to Landlord, at
Tenant’s expense, a lien and completion bond in an amount equal to at least one
and one-half (11⁄2) times the total estimated cost of any additions, alterations
or improvements to be made in or to the Premises, to protect Landlord against
any liability for mechanic’s and materialmen’s liens and to insure timely
completion of the work. Nothing contained in this Section 12c shall relieve
Tenant of its obligation under Section 12b to keep the Premises, Building and
Project free of all liens. 

d. Unless
their removal is required by Landlord as provided in Section 12a, all additions,
alterations and improvements made to the Premises shall become the property of
Landlord and be surrendered with the Premises upon the expiration of the Term,
provided, however, Tenant’s equipment, machinery and trade fixtures which can be
removed without damage to the Premises shall remain the property of Tenant and
may be removed, subject to the provisions of Section 13b. 

13. LEASEHOLD IMPROVEMENTS; TENANT’S
PROPERTY. 

a. All
fixtures, equipment, improvements and appurtenances attached to or built into
the Premises at the commencement of or during the Term, whether or not by or at
the expense of Tenant (“Leasehold Improvements”), shall be and remain a part of
the Premises, shall be the property of Landlord and shall not be removed by
Tenant, except as expressly provided in Section 13b. 

b. All
movable partitions, business and trade fixtures, machinery and equipment,
communications equipment and office equipment located in the Premises and
acquired by or for the account Tenant, without expense to Landlord, which can be
removed without structural damage to the Building, and all furniture,
furnishings and other articles of movable personal property owned by Tenant and
located in the Premises (collectively “Tenant’s Property”) shall be and shall
remain the property of Tenant and may be removed by Tenant at any time during
the Term, provided that if any of Tenant’s Property is removed, Tenant shall
promptly repair any damage to the Premises or to the Building resulting from
such removal. 

14. RULES AND REGULATIONS.


Tenant agrees to comply with (and cause
its agents, contractors, employees and invitees to comply with) the rules and
regulations attached hereto as Exhibit “D” and with such reasonable
modifications thereof and additions thereto as Landlord may from time to time
make. Landlord shall not be responsible for any violation of said rules and
regulations by other tenants or occupants of the Building or Project, but will
make reasonable efforts to enforce building rules. 

15. CERTAIN RIGHTS RESERVED BY
LANDLORD. 

Landlord reserves the following rights,
exercisable without liability to Tenant for (a) damage or injury to property,
person or business, (b) causing an actual or constructive eviction from the
Premises, or (c) disturbing Tenant’s use or possession of the Premises.


a. To name
the Building and Project and to change the name or street address of the
Building or Project; 

b. To
install and maintain all signs on the exterior and interior of the Building and
Project; 

c. To have
pass keys to the Premises and all doors within the Premises, excluding Tenant’s
vaults and safes; 


	
      	        	
      
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d. At any
time during the Term, and on reasonable prior notice to Tenant, to inspect the
Premises, and to show the Premises to any prospective purchaser or mortgagee of
the Project, or to any assignee of any mortgage on the Project, or to others
having an interest in the Project or Landlord, and during the last six months of
the Term, to show the Premises to prospective tenants thereof; and 

e. To enter
the Premises for the purpose of making inspections, repairs, alterations,
additions or improvements to the Premises or the Building (including, without
limitation, checking, calibrating, adjusting or balancing controls and other
parts of the HVAC system), and to take all steps as may be necessary or
desirable for the safety, protection, maintenance or preservation of the
Premises or the Building or Landlord’s interest therein, or as may be necessary
or desirable for the operation or improvement of the Building or in order to
comply with laws, orders or requirements of governmental or other authority.
Landlord agrees to use its best efforts (except in an emergency) to minimize
interference with Tenant’s business in the Premises in the course of any such
entry. 

16. ASSIGNMENT AND SUBLETTING.


No assignment of this Lease or sublease
of all or any part of the Premises shall be permitted, except as provided in
this Article 16. 

a. Tenant
shall not, without the prior written consent of Landlord, assign or hypothecate
this Lease or any interest herein or sublet the Premises or any part thereof, or
permit the use of the Premises by any party other than Tenant. Any of the
foregoing acts without such consent shall be void and shall, at the option of
Landlord, terminate this Lease. This Lease shall not, nor shall any interest of
Tenant herein, be assignable by operation of law without the written consent of
Landlord. 

b. If at any
time or from time to time during the Term Tenant desires to assign this Lease or
sublet all or any part of the Premises, Tenant shall give notice to Landlord
setting forth the terms and provisions of the proposed assignment or sublease,
and the identity of the proposed assignee or subtenant. Tenant shall promptly
supply Landlord with such information concerning the business background and
financial condition of such proposed assignee or subtenant as Landlord may
reasonably request. Landlord shall have the option, exercisable by notice given
to Tenant within twenty (20) days after Tenant’s notice is given, either to
sublet such space from Tenant at the rental and on the other terms set forth in
this Lease for the term set forth in Tenant’s notice, or, in the case of an
assignment, to terminate this Lease. If Landlord does not exercise such option,
Tenant may assign the Lease or sublet such space to such proposed assignee or
subtenant on the following further conditions: 

(1) Landlord
shall have the right to approve such proposed assignee or subtenant, which
approval shall not be unreasonably withheld; 

(2) The
assignment or sublease shall be on the same terms set forth in the notice given
to Landlord; 

(3) No
assignment or sublease shall be valid and no assignee or sublessee shall take
possession of the Premises until an executed counterpart of such assignment or
sublease has been delivered to Landlord; 

(4) No
assignee or sublessee shall have a further right to assign or sublet except on
the terms herein contained, and 

(5) Fifty
percent (50%) of any sums or other economic consideration received by Tenant as
a result of such assignment or subletting, however denominated under the
assignment or sublease, which exceed, in the aggregate, (i) the total sums which
Tenant is obligated to pay Landlord under this Lease (prorated to reflect
obligations allocable to any portion of the Premises subleased), plus (ii) any
real estate brokerage commissions or fees payable in connection with such
assignment or subletting, shall be paid to Landlord as additional rent under
this Lease without affecting or reducing any other obligations of Tenant
hereunder. 

c.
Notwithstanding the provisions of paragraphs a and b above, Tenant may assign
this Lease or sublet the Premises or any portion thereof, without Landlord’s
consent and without extending any recapture or termination option to Landlord,
to any corporation which controls, is controlled by or is under common control
with Tenant, or to any corporation resulting from a merger or consolidation with
Tenant, or to any person or entity which acquires all the assets of Tenant’s
business as a going concern, provided that (i) the assignee or sublessee
assumes, in full, the obligations of Tenant under this Lease, (ii) Tenant
remains fully liable under this Lease, and (iii) the use of the Premises under
Article 8 remains unchanged. 

d. No
subletting or assignment shall release Tenant of Tenant’s obligations under this
Lease or alter the primary liability of Tenant to pay the Rent and to perform
all other obligations to be performed by Tenant hereunder. The acceptance of
Rent by Landlord from any other person shall not be deemed to be a waiver by
Landlord of any provision hereof. Consent to one assignment or subletting shall
not be deemed consent to any subsequent assignment or subletting. In the event of default by an assignee or subtenant of Tenant
or any successor of Tenant in the performance of any of the terms hereof,
Landlord may proceed directly against Tenant without the necessity of exhausting
remedies against such assignee, subtenant or successor. Landlord may consent to
subsequent assignments of the Lease or sublettings or amendments or
modifications to the Lease with assignees of Tenant, without notifying Tenant,
or any successor of Tenant, and without obtaining its or their consent thereto
and any such actions shall not relieve Tenant of liability under this Lease.


e. If Tenant
assigns the Lease or sublets the Premises or requests the consent of Landlord to
any assignment or subletting, then Tenant shall, upon demand, pay Landlord an
administrative fee of Five Hundred and No/100ths Dollars ($500.00) plus any
attorneys’ fees reasonably incurred by Landlord in connection with such act or
request. 


	
      	        	
      
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17. HOLDING OVER. 

If after expiration of the Term, Tenant
remains in possession of the Premises with Landlord’s permission (express or
implied), Tenant shall become a tenant from month to month only, upon all the
provisions of this Lease (except as to term and Base Rent), but the “Monthly
Installments of Base Rent” payable by Tenant shall be increased to one hundred
fifty five (150%) of monthly Installments of Base Rent payable by Tenant at the
expiration of the Term. Such monthly rent shall be payable in advance on or
before the first day of each month. If either party desires to terminate such
month to month tenancy, it shall give the other party not less than thirty (30)
days advance written notice of the date of termination. 

18. SURRENDER OF PREMISES.


a. Tenant shall peaceably surrender the Premises to Landlord on the
Expiration Date, in broom-clean condition and in as good condition as when
Tenant took possession, except for (i) reasonable wear and tear, (ii) loss by
fire or other casualty, and (iii) loss by condemnation. Tenant shall, on
Landlord’s request, remove Tenant’s Property on or before the Expiration Date
and promptly repair all damage to the Premises or Building caused by such
removal. 

b. If Tenant
abandons or surrenders the Premises, or is dispossessed by process of law or
otherwise, any of Tenant’s Property left on the Premises shall be deemed to be
abandoned, and, at Landlord’s option, title shall pass to Landlord under this
Lease as by a bill of sale. If Landlord elects to remove all or any part of such
Tenant’s Property, the cost of removal including repairing any damage to the
Premises or Building caused by such removal, shall be paid by Tenant. On the
Expiration Date Tenant shall surrender all keys to the Premises.

19. DESTRUCTION OR DAMAGE.


a. If the
Premises or the portion of the Building necessary for Tenant’s occupancy is
damaged by fire, earthquake, act of God, the elements or other casualty,
Landlord shall, subject to the provisions of this Article, promptly repair the
damage, if such repairs can, in Landlord’s opinion, be completed within (90)
ninety days. If Landlord determines that repairs can be completed within ninety
(90) days, this Lease shall remain in full force and effect, except that if such
damage is not the result of negligence or willful misconduct of Tenant or
Tenant’s agents, employees, contractors, licensees or invitees, the Base Rent
shall be abated to the extent Tenant’s use of the Premises is impaired,
commencing with the date of damage and continuing until completion of the
repairs required of Landlord under Section 19d. 

b. If in
Landlord’s opinion, such repairs to the Premises or portion of the Building
necessary for Tenant’s occupancy cannot be completed within ninety (90) days,
Landlord may elect, upon notice to Tenant given within thirty (30) days after
the date of such fire or other casualty, to repair such damage, in which event
this Lease shall continue in full force and effect, but the Base Rent shall be
partially abated as provided in Section 19a. Landlord will be given ninety (90)
days to determine whether Landlord will elect to repair or terminate. If
Landlord does not so elect to make such repairs, this Lease shall terminate as
of the date of such fire or other casualty.

c. If any
other portion of the Building or Project is totally destroyed or damaged to the
extent that in Landlord’s opinion repair thereof cannot be completed within
ninety (90) days, Landlord may elect upon notice to Tenant given within thirty
(30) days after the date of such fire or other casualty, to repair such damage,
in which event this Lease shall continue in full force and effect, but the Base
Rent shall be partially abated as provided in Section 19a. If Landlord does not
elect to make such repairs, this Lease shall terminate as of the date of such
fire or other casualty. 

d. If the
Premises are to be repaired under this Article, Landlord shall repair at its
cost any injury or damage to the Building and Building Standard Work in the
Premises. Tenant shall be responsible at its sole cost and expense for the
repair, restoration and replacement of any other Leasehold Improvements and
Tenant’s Property. Landlord shall not be liable for any loss of business,
inconvenience or annoyance arising from any repair or restoration of any portion
of the Premises, Building or Project as a result of any damage from fire or
other casualty.

e. This
lease shall be considered an express agreement governing any case of damage to
or destruction of the Premises, Building or Project by fire or other casualty,
and any present or future law which purports to govern the rights of Landlord
and Tenant in such circumstances in the absence of express agreement, shall have
no application.

20. EMINENT DOMAIN. 

a. If the
whole of the Building or Premises is lawfully taken by condemnation or in any
other manner for any public or quasi-public purpose, this Lease shall terminate
as of the date of such taking, and Rent shall be prorated to such date. If less
than the whole of the Building or Premises is so taken, this lease shall be
unaffected by such taking, provided that (i) Tenant shall have the right to
terminate this Lease by notice to Landlord given within ninety (90) days after
the date of such taking if twenty percent (20%) or more of the Premises is taken
and the remaining area of the Premises is not reasonably sufficient for Tenant
to continue operation of its business, and (ii) Landlord shall have the right to
terminate this Lease by notice to Tenant given within ninety (90) days after the
date of such taking. If either Landlord or Tenant so elects to terminate this
Lease, the Lease shall terminate on the thirtieth (30th) day after either such
notice. The Rent shall be prorated to the date of termination. If this Lease
continues in force upon such partial taking, the Base Rent and Tenant’s
Proportionate Share shall be equitably adjusted according to the remaining
Rentable Area of the Premises and Project.

b. In the
event of any taking, partial or whole, all of the proceeds of any award,
judgment or settlement payable by the condemning authority shall be the
exclusive property of Landlord, and Tenant hereby assigns to Landlord all of its
right, title and interest in any award, judgment or settlement from the
condemning authority. Tenant, however, shall have the right, to the extent that
Landlord’s award is not reduced or prejudiced, to claim from the condemning
authority (but not from the Landlord) such compensation as may be recoverable by
Tenant in its own right for relocation expenses and damage to Tenant’s personal
property.


	
      	        	
      
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c. In the
event of a partial taking of the Premises which does not result in a termination
of this Lease, Landlord shall restore the remaining portion of the Premises as
nearly as practicable to its condition prior to the condemnation or taking but
only to the extent of Building Standard Work. Tenant shall be responsible at its
sole cost and expense for the repair, restoration and replacement of any other
Leasehold Improvements and Tenant’s Property.

21. INDEMNIFICATION. 

a. Tenant
shall indemnify and hold Landlord harmless against and from liability and claims
of any kind for loss or damage to property of Tenant or any other person, or for
any injury to or death of any person, arising out of (1) Tenant’s use and
occupancy of the Premises, or any work, activity or other things allowed or
suffered by Tenant to be done in, on or about the Premises; (2) any breach or
default by Tenant of any of Tenant’s obligations under this Lease; or (3) any
negligent or otherwise tortious act or omission of Tenant, its agents,
employees, invitees or contractors. Tenant shall at Tenant’s expense, and by
counsel satisfactory to Landlord, defend Landlord in any action or proceeding
arising from any such claim and shall indemnify Landlord against all costs,
attorneys’ fees, expert witness fees and any other expenses incurred in such
action or proceeding. As a material part of the consideration for Landlord’s
execution of this Lease, Tenant hereby assumes all risk of damage or injury to
any person or property in, on or about the Premises from any cause. 

b. Landlord
shall not be liable for injury or damage which may sustained by the person or
property of Tenant, its employees, invitees or customers, or any other person in
or about the Premises, caused by or resulting from fire, steam, electricity,
gas, water or rain which may leak or flow from or into any part of the Premises,
or from the breakage, leakage, obstruction or other defects of pipes,
sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures,
whether such damage or injury results from conditions arising upon the Premises
or upon other portions of the Building or Project or from other sources.
Landlord shall not be liable for any damages arising from any act or omission of
any other tenant of the Building or Project.

22. TENANT’S INSURANCE.


a. All
insurance required to be carried by Tenant hereunder shall be issued by
responsible insurance companies acceptable to Landlord and Landlord’s lender and
qualified to do business in the State. Each policy shall name Landlord, and at
Landlord’s request any mortgagee of Landlord, as an additional insured, as their
respective interests may appear. Each policy shall contain (i) a cross-liability
endorsement, (ii) a provision that such policy and the coverage evidenced
thereby shall be primary and non-contributing with respect to any policies
carried by Landlord and that any coverage carried by Landlord shall be excess
insurance, and (iii) a waiver by the insurer of any right of subrogation against
Landlord, its agents, employees and representatives, which arises or might arise
by reason of any payment under such policy or by reason of any act or omission
of Landlord, its agents, employees or representatives. A copy of each paid up
policy (authenticated by the insurer) or certificate of the insurer evidencing
the existence and amount of each insurance policy required hereunder shall be
delivered to Landlord before the date Tenant is first given the right of
possession of the Premises, and thereafter within thirty (30) days after any
demand by Landlord therefor. Landlord may, at anytime and from time to time,
inspect and/or copy any insurance policies required to be maintained by Tenant
hereunder. No such policy shall be cancelable except after twenty (20) days
written notice to Landlord and Landlord’s lender. Tenant shall furnish Landlord
with renewals or “binders” of any such policy at least ten (10) days prior to
the expiration thereof. Tenant if agrees that if Tenant does not take out and
maintain such insurance, Landlord may (but shall not be required to) procure
said insurance on Tenant’s behalf and charge the Tenant the premiums together
with a twenty-five (25%) handling charge, payable upon demand. Tenant shall have
the right to provide such insurance coverage pursuant to blanket policies
obtained by the Tenant, provided such blanket policies expressly afford coverage
to the Premises, Landlord, Landlord’s mortgagee and Tenant as required by this
Lease.

b. Beginning
on the date Tenant is given access to the Premises for any purpose and
continuing until expiration of the Term, Tenant shall procure, pay for and
maintain in effect policies of casualty insurance covering (i) all Leasehold
Improvements (including any alterations, additions or improvements as may be
made by Tenant pursuant to the provisions of Article 12 hereof), and (ii) trade
fixtures, merchandise and other personal property from time to time in, on or
about the Premises, in an amount no less than one hundred percent (100%) of
their actual replacement cost from time to time, providing protection against
any peril included within the classification “Fire and Extended Coverage”
together with insurance against sprinkler damage, vandalism and malicious
mischief. The proceeds of such insurance shall be used for the repair or
replacement of the property so insured. Upon termination of this Lease following
a casualty as set forth herein, the proceeds under (i) shall be paid to
Landlord, and the proceeds under (ii) above shall be paid to Tenant.

c. Beginning
on the date Tenant is given access to the Premises for any purpose and
continuing until expiration of the Term, Tenant shall procure, pay for and
maintain in effect workers’ compensation insurance as required by law and
comprehensive public liability and property damage insurance with respect to the
construction of improvements on the Premises, the use, operation or condition of
the Premises and the operations of Tenant in, on or about the Premises,
providing personal injury and broad form property damage coverage for not less
than One Million Dollars ($1,000,000.00) combined single limit for bodily
injury, death and property damage liability.


	
      	        	
      
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d. Not less
than every three (3) years during the Term, Landlord and Tenant shall mutually
agree to increases in all of Tenant’s insurance policy limits for all insurance
to be carried by Tenant as set forth in this Article. In the event Landlord and
Tenant cannot mutually agree upon the amounts of said increases, then Tenant
agrees that all insurance policy limits as set forth in this Article shall be
adjusted for increases in the cost of living in the same manner as is set forth
in Section 5.2 hereof for the adjustment of the Base Rent.

23. WAIVER OF SUBROGATION.


Landlord and Tenant each hereby waive
all right of recovery against the other and against the officers,
employees, agents and representatives of the other, on account of loss by or
damage to the waiving party of its property or the property of others under its
control, to the extent that such loss or damage is insured against under any
fire or extended coverage insurance policy which either may have in force at the
time of the loss or damage. Tenant shall, upon obtaining the policies of
insurance required under this Lease, give notice to its insurance carrier or
carriers that the foregoing mutual waiver of subrogation is contained in this
Lease. 

24. SUBORDINATION AND ATTORNMENT.


Upon written request of Landlord, or
any first mortgagee or first deed of trust beneficiary of Landlord, or ground
lessor of Landlord, Tenant shall, in writing, subordinate its rights under this
Lease to the lien of any first mortgage or first deed of trust, or to the
interest of any lease in which Landlord is lessee, and to all advances made or
hereafter to be made thereunder. However, before signing any subordination
agreement, Tenant shall have the right to obtain from any lender or lessor or
Landlord requesting such subordination, an agreement in writing providing that,
as long as Tenant is not in default hereunder, this Lease shall remain in effect
for the full Term. The holder of any security interest may, upon written notice
to Tenant, elect to have this Lease prior to its security interest regardless of
the time of the granting or recording of such security interest. 

In the event of any foreclosure sale,
transfer in lieu of foreclosure or termination of the lease in which Landlord is
lessee, Tenant shall attorn to the purchaser, transferee or lessor as the case
may be, and recognize that party as Landlord under this Lease, provided such
party acquires and accepts the Premises subject to this Lease 

25. TENANT ESTOPPEL CERTIFICATES.


Within ten (10) days after written
request from Landlord, Tenant shall execute and deliver to Landlord or
Landlord’s designee, a written statement certifying (a) that this Lease is
unmodified and in full force and effect, or is in full force and effect as
modified and stating the modifications, (b) the amount of Base Rent and the date
to which Base Rent and additional rent have been paid in advance, (c) the amount
of any security deposited with Landlord, and (d) that Landlord is not in default
hereunder or, if Landlord is claimed to be in default, stating the nature of any
claimed default. Any such statement may be relied upon by a purchaser, assignee
or lender. Tenant’s failure to execute and deliver such statement within the
time required shall at Landlord’s election be a default under this Lease and
shall also be conclusive upon Tenant that: (1) this Lease is in full force and
effect and has not been modified except as represented by Landlord, (2) there
are no uncured defaults in Landlord’s performance and that Tenant has no right
of offset, counter-claim or deduction against Rent, and (3) not more than one
month’s Rent has been paid in advance. 

26. TRANSFER OF LANDLORD’S INTEREST.


In the event of any sale or transfer by
Landlord of the Premises, Building or Project, and assignment of this Lease by
Landlord, Landlord shall be and is hereby entirely freed and relieved of any and
all liability and obligations contained in or derived from this Lease arising
out of any act, occurrence or omission relating to the Premises, Building,
Project or Lease occurring after the consummation of such sale or transfer,
providing the purchaser shall expressly assume all of the covenants and
obligations of Landlord under this Lease. If any security deposit or prepaid
Rent has been paid by Tenant, Landlord may transfer the security deposit or
prepaid Rent to Landlord’s successor and upon such transfer. Landlord shall be
relieved of any and all further liability with respect thereto. 

27. DEFAULT.

27.1 Tenant’s Default: The occurrence of
any one or more of the following events shall constitute a default and breach of
this Lease by tenant. 

a. If
Tenant abandons or vacates the Premises, or 

b. If
Tenant fails to pay any Rent or any other charges required to be paid by Tenant
under this Lease and such failure continues for three (3) days after such
payment is due and payable, or 

c. If
Tenant fails to promptly and fully perform any other covenant, condition or
agreement contained in this Lease and such failure continues for thirty (30)
days alter written notice thereof from Landlord to Tenant, or 

d. If
a writ of attachment or execution is levied on this Lease or on any of Tenant’s
Property, or 

e. If
tenant makes a general assignment for the benefit of creditors, or provides for
an arrangement, composition, extension or adjustment with its creditors, or


f. If
Tenant files a voluntary petition for relief or if a petition against Tenant in
a proceeding under the federal bankruptcy laws or other insolvency laws is filed
and not withdrawn or dismissed within forty-five (45) days thereafter, of if
under the provisions of any law providing for reorganization or winding up of
corporations, any court of competent jurisdiction assumes jurisdiction, custody
or control of Tenant or any substantial part of its property and such
jurisdiction, custody or control remains in force unrelinquished, unstayed or
unterminated for a period of forty-five (45) days, or 


	
      	        	
      
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g. If
in any proceeding or action in which Tenant is a party, a trustee, receiver,
agent or custodian is appointed to take charge of the Premises or Tenant’s
Property (or has the authority to do so) for the purpose of enforcing a lien
against the Premises or Tenant’s Property; or 

h. If tenant is a partnership or consists of more than one (1) person or
entity, if any partner of the partnership or other person or entity is involved
in any of the acts or events described in subparagraphs d through g
above. 

27.2 Remedies: In the event of Tenant’s
default hereunder, then in addition to any other rights or remedies Landlord may
have under any law, Landlord shall have the right, at Landlord’s option, without
further notice or demand of any kind to do the following: 

a. Terminate this Lease and Tenant’s right to possession of the Premises and
reenter the Premises and take possession thereof, and Tenant shall have no
further claim to the Premises or under this Lease; or 

b. Continue this Lease in effect, reenter and occupy the Premises for the
account of Tenant, and collect any unpaid Rent or other charges which have or
thereafter become due and payable; or 

c. Reenter the Premises under the provisions of subparagraph b, and
thereafter elect to terminate this Lease and Tenant’s right to possession of the
Premises. 

If Landlord reenters the Premises under
the provisions of subparagraphs b or c above, Landlord shall not be deemed to
have terminated this Lease or the obligation of Tenant to pay any Rent or other
charges thereafter accruing, unless Landlord notifies Tenant in writing of
Landlord’s election to terminate this Lease. In the event of any reentry or
retaking of possession by Landlord, Landlord shall have the right, but not the
obligation, to remove all or any part of Tenant’s Property in the Premises and
to place such property in storage at a public warehouse at the expense and risk
of Tenant. If Landlord elects to relet the Premises for the account of Tenant,
the rent received by Landlord from such reletting shall be applied as follows:
first, to the payment of any indebtedness other than Rent due hereunder from
Tenant to Landlord, second, to the payment of any costs of such reletting,
third, to the payment of the cost of any alterations or repairs to the Premises,
fourth to the payment of Rent due and unpaid hereunder, and the balance, if any,
shall be held by Landlord and applied in payment of future Rent as it becomes
due. If that portion of rent received from the reletting which is applied
against the Rent due hereunder is less than the amount of the Rent due, Tenant
shall pay the deficiency to Landlord promptly upon demand by Landlord. Such
deficiency shall be calculated and paid monthly. Tenant shall also pay to
Landlord, as soon as determined, any costs and expenses incurred by Landlord in
connection with such reletting or in making alterations and repairs to the
Premises, which are not covered by the rent received from the reletting.


Should Landlord elect to terminate this
Lease under the provisions of subparagraph a or c above, Landlord may recover as
damages from Tenant the following: 

1. Past Rent The worth at the time of the
award of any unpaid Rent which had been earned at the time of termination, plus


2. Rent Prior to Award The worth at the
time of the award of the amount by which the unpaid Rent which would have been
earned after termination until the time of award exceeds the amount of such
rental loss that Tenant proves could have been reasonably avoided, plus


3. Rent After Award The worth at the time
of the award of the amount by which the unpaid Rent for the balance of the Term
after the time of award exceeds the amount of the rental loss that Tenant proves
could be reasonably avoided, plus 

4. Proximately Caused Damages: Any other amount
necessary to compensate Landlord for all detriment proximately caused by
Tenant’s failure to perform its obligations under this Lease or which in the
ordinary course of things would be likely to result therefrom, including, but
not limited to, any costs or expenses (including attorneys’ fees), incurred by
Landlord in (a) retaking possession of the Premises, (b) maintaining the
Premises after Tenant’s default, (c) preparing the Premises for reletting to a
new tenant, including any repairs or alterations, and (d) reletting the
Premises, including broker’s commissions 

“The worth at the time of the award” as
used in subparagraphs 1 and 2 above, is to be computed by allowing interest at
the rate of ten percent (10%) per annum. “The worth at the time of the award” as
used in subparagraph 3 above, is to be computed by discounting the amount at the
discount rate of the Federal Reserve Bank situated nearest to the Premises at
the time of the award plus one percent (1%). 

The waiver by Landlord of any breach of
any term, covenant or condition of this Lease shall not be deemed a waiver of
such term, covenant or condition or of any subsequent breach of the same or any
other term, covenant or condition. Acceptance of Rent by Landlord subsequent to
any breach hereof shall not be deemed a waiver of any preceding breach other
than the failure to pay the particular Rent so accepted, regardless of
Landlord’s knowledge of any breach at the time of such acceptance of Rent
Landlord shall not be deemed to have waived any term, covenant or condition
unless Landlord gives Tenant written notice of such waiver. 


	
      	        	
      
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27.3 Landlord’s Default: If Landlord fails
to perform any covenant, condition or agreement contained in this Lease within
thirty (30) days after receipt of written notice from Tenant specifying such
default, or if such default cannot reasonably be cured within thirty (30) days,
if Landlord fails to commence to cure within that thirty (30) day period, then
Landlord shall be liable to Tenant for any damages sustained by Tenant as a
result of Landlord’s breach, provided, however, it is expressly understood and
agreed that if Tenant obtains a money judgment against Landlord resulting from
any default or other claim arising under this Lease that judgment shall be
satisfied only out of the rents, issues, profits, and other income actually
received on account of Landlord’s right, title and interest in the Premises,
Building or Project, and no other real, personal or mixed property of Landlord
(or of any of the partners which comprise Landlord, if any) wherever situated,
shall be subject to levy to satisfy such judgment. If, after notice to Landlord
of default, Landlord (or any first mortgagee or first deed of trust beneficiary
of Landlord) fails to cure the default as provided herein, then Tenant shall
have the right to cure that default at Landlord’s expense.

28. BROKERAGE FEES. 

Tenant warrants and represents that it
has not dealt with any real estate broker or agent in connection with this Lease
or its negotiation except those noted in Section 2.c. Tenant shall indemnify and
hold Landlord harmless from any cost, expense or liability (including costs of
suit and reasonable attorneys’ fees) for any compensation, commission or fees
claimed by any other real estate broker or agent in connection with this Lease
or its negotiation by reason of any act of Tenant. 

Landlord and Tenant hereby agree that
Tenant shall pay to CB Richard Ellis, Inc. (Broker) the required deposits as per
the terms of the lease. Landlord has agreed to pay Broker from these funds the
leasing commissions due Broker from Landlord. Upon payment of such sum to
Broker, Tenant shall receive credit under the lease for the amount paid against
the first month’s rent and any security deposit which may be due. The Landlord
agrees to apply the deposits to the first month’s rent and Landlord agrees to
return Tenant’s security deposit, as per the terms and conditions in the lease,
upon Tenant’s lease expiration. The Landlord shall be responsible for paying the
balance of the commission due to Broker in accordance with the agreement between
Landlord and Broker.

29. NOTICES. 

All notices, approvals and demands
permitted or required to be given under this Lease shall be in writing and
deemed duly served or given if personally delivered or sent by certified or
registered U.S. mail, postage prepaid, and addressed as follows: (a) if to
Landlord, to Landlord’s Mailing Address and to the Building manager, and (b) if
to Tenant, to Tenant’s Mailing Address, provided, however, notices to Tenant
shall be deemed duly served or given if delivered or mailed to Tenant at the
Premises Landlord and Tenant may from time to time by notice to the other
designate another place for receipt of future notices.

30. GOVERNMENT ENERGY OR UTILITY
CONTROLS. 

In the event of imposition of federal,
state or local government controls, rules, regulations, or restrictions on the
use or consumption of energy or other utilities during the Term, both Landlord
and Tenant shall be bound thereby. In the event of a difference in
interpretation by Landlord and Tenant of any such controls, the interpretation
of Landlord shall prevail, and Landlord shall have the right to enforce
compliance therewith, including the right of entry into the Premises to effect
compliance. 

31. RELOCATION OF
PREMISES. 

Landlord shall have the right
to relocate the Premises to another part of the Building in accordance with the
following: 

a.
The new premises shall be substantially the same in size, dimensions,
configuration, decor and nature as the Premises described in this Lease, and if
the relocation occurs after the Commencement Date, shall be placed in
that condition by Landlord at its cost. 

b.
Landlord shall give Tenant at least thirty (30) days written notice of
Landlord’s intention to relocate the Premises. 

c.
As nearly as practicable, the physical relocation of the Premises shall take
place on a weekend and shall be completed before the following Monday. If the
physical relocation has not been completed in that time, Base Rent shall
abate in full from the time the
physical relocation commences to the time it is completed. Upon completion of
such relocation, the new premises shall become the “Premises” under this
Lease. 

d.
All reasonable costs incurred by Tenant as a result of the relocation shall be
paid by Landlord. 

e.
If the new premises are smaller than the Premises as it existed before the
relocation, Base Rent shall be reduced proportionately. 

f.
The parties hereto shall immediately execute an amendment to this Lease setting
forth the relocation of the Premises and the reduction of Base Rent, if
any. 

32. QUIET ENJOYMENT. 

Tenant, upon paying the Rent and
performing all of its obligations under this Lease, shall peaceably and quietly
enjoy the Premises, subject to the terms of this Lease and to any mortgage,
lease, or other agreement to which this Lease may be subordinate. 


	
      	        	
      
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33. OBSERVANCE OF LAW.


Tenant shall not use the Premises or
permit anything to be done in or about the Premises which will in any way
conflict with any law, statute, ordinance or governmental rule or regulation now
in force or which may hereafter be enacted or promulgated. Tenant shall, at its
sole cost and expense, promptly comply with all laws, statutes, ordinances and
governmental rules, regulations or requirements now in force or which may
hereafter be in force, and with the requirements of any board of fire insurance
underwriters or other similar bodies now or hereafter constituted, relating to,
or affecting the condition, use or occupancy of the Premises, excluding
structural changes not related to or affected by Tenant’s improvements or acts.
The judgment of any court of competent jurisdiction or the admission of Tenant
in any action against Tenant, whether Landlord is a party thereto or not, that
Tenant has violated any law, ordinance or governmental rule, regulation or
requirement, shall be conclusive of that fact as between Landlord and
Tenant.

34. FORCE MAJEURE. 

Any prevention, delay or stoppage of
work to be performed by Landlord or Tenant which is due to strikes, labor
disputes, inability to obtain labor, materials, equipment or reasonable
substitutes therefor, acts of God, governmental restrictions or regulations or
controls, judicial orders, enemy or hostile government actions, civil commotion,
fire or other casualty, or other causes beyond the reasonable control of the
party obligated to perform hereunder, shall excuse performance of the work by
that party for a period equal to the duration of that prevention, delay or
stoppage. Nothing in this Article 34 shall excuse or delay Tenant’s obligation
to pay Rent or other charges under this Lease. 

35. CURING TENANT’S DEFAULTS.


If Tenant defaults in the performance
of any of its obligations under this Lease, Landlord may (but shall not be
obligated to) without waiving such default, perform the same for the account at
the expense of Tenant. Tenant shall pay Landlord all costs of such performance
promptly upon receipt of a bill therefor. 

36. SIGN CONTROL. 

Tenant shall not affix, paint, erect or
inscribe any sign, projection, awning, signal or advertisement of any kind to
any part of the Premises, Building or Project, including without limitation, the
inside or outside of windows or doors, without the written consent of Landlord.
Landlord shall have the right to remove any signs or other matter, installed
without Landlord’s permission, without being liable to Tenant by reason of such
removal, and to charge the cost of removal to Tenant as additional rent
hereunder, payable within ten (10) days of written demand by Landlord.


37. MISCELLANEOUS. 

a.
Accord and Satisfaction; Allocation of
Payments: No payment by Tenant or receipt by
Landlord of a lesser amount than the Rent provided for in this Lease shall be
deemed to be other than on account of the earliest due Rent, nor shall any
endorsement or statement on any check or letter accompanying any check or
payment as Rent be deemed an accord and satisfaction, and Landlord may accept
such check or payment without prejudice to Landlord’s right to recover the
balance of the Rent or pursue any other remedy provided for in this Lease. In
connection with the foregoing, Landlord shall have the absolute right in its
sole discretion to apply any payment received from Tenant to any account or
other payment of Tenant then not current and due or delinquent. 

b.
Addenda: If
any provision contained in an addendum to this Lease is inconsistent with any
other provision herein, the provision contained in the addendum shall control,
unless otherwise provided in the addendum. 

c.
Attorneys’ Fees: If any action or proceeding is brought by either party against the other
pertaining to or arising out of this Lease, the finally prevailing party shall
be entitled to recover all costs and expenses, including reasonable attorneys’
fees, incurred on account of such action or proceeding. 

d.
Captions, Articles and Section
Numbers: The captions appearing within the
body of this Lease have been inserted as a matter of convenience and for
reference only and in no way define, limit or enlarge the scope or meaning of
this Lease. All references to Article and Section numbers refer to Articles and
Sections in this Lease. 

e.
Changes Requested by Lender: Neither Landlord or Tenant shall unreasonably withhold its
consent to changes or amendments to this Lease requested by the lender on
Landlord’s interest, so long as these changes do not alter the basic business
terms of this Lease or otherwise materially diminish any rights or materially
increase any obligations of the party from whom consent to such charge or
amendment is requested.

f.
Choice of Law: This Lease shall be construed and enforced in accordance with the laws
of the State of California. 

g.
Consent:
Notwithstanding anything contained in this Lease to the contrary, Landlord will
have fifteen (15) days to consent or refuse, during which time Tenant shall have
no claim, and hereby waives the right to any claim against Landlord for money
damages by reason of any refusal, withholding or delaying by Landlord of any
consent, approval or statement of satisfaction, and in such event, Tenant’s only
remedies therefor shall be an action for specific performance, injunction or
declaratory judgment to enforce any right to such consent, etc. After the
fifteen (15) day period, Tenant no longer waives rights to any claims against
Landlord per above. 

h.
Corporate Authority: It Tenant is a corporation, each individual signing this
Lease on behalf of Tenant represents and warrants that he is duly authorized to
execute and deliver this Lease on behalf of the corporation, and that this Lease
is binding on Tenant in accordance with its terms. Tenant shall, at Landlord’s
request, deliver a certified copy of a resolution of its board of directors
authorizing such execution. 


	
      	        	
      
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i.
Counterparts: This Lease may be executed in multiple counterparts, all of which shall
constitute one and the same Lease. 

j.
Execution of Lease; No Option: The submission of this Lease to Tenant shall be for
examination purposes only, and does not and shall not constitute a reservation
of or option for Tenant to lease, or otherwise create any interest of Tenant in
the Premises or any other premises within the Building or Project. Execution of
this Lease by Tenant and its return to Landlord shall not be binding on Landlord
notwithstanding any time interval, until Landlord has in fact signed and
delivered this Lease to Tenant. 

k.
Furnishing of Financial Statements; Tenant’s
Representations: In order to induce Landlord
to enter into this Lease Tenant agrees that it shall promptly furnish Landlord,
from time to time, upon Landlord's written request, with financial statements
reflecting Tenant's current financial condition. Tenant represents and warrants
that all financial statements, records and information furnished by Tenant to
Landlord in connection with this Lease are true, correct and complete in all
respects. 

l.
Further Assurances: The parties agree to promptly sign all documents reasonably requested to
give effect to the provisions of this Lease. 

m.
Mortgagee Protection: Tenant agrees to send by certified or registered mail to any
first mortgagee or first deed of trust beneficiary of Landlord whose address has
been furnished to Tenant, a copy of any notice of default served by Tenant on
Landlord. If Landlord fails to cure such default within the time provided for in
this Lease, such mortgagee or beneficiary shall have an additional thirty (30)
days to cure such default; provided that if such default cannot reasonably be
cured within that thirty (30) day period, then such mortgagee or beneficiary
shall have such additional time to cure the default as is reasonably necessary
under the circumstances. 

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

o.
Recording:
Tenant shall not record this Lease without the prior written consent of
Landlord. Tenant, upon the request of Landlord, shall execute and acknowledge a
“short form” memorandum of this Lease for recording purposes. 

p.
Severability: A final determination by a court of competent jurisdiction that any
provision of this Lease is invalid shall not affect the validity of any other
provision, and any provision so determined to be invalid shall, to the extent
possible, be construed to accomplish its intended effect. 

q.
Successors and Assigns: This Lease shall apply to and bind the heirs, personal
representatives, and permitted successors and assigns of the parties.


r.
Time of the Essence: Time is of the essence of this Lease. 

s.
Waiver: No
delay or omission in the exercise of any right or remedy of Landlord upon any
default by Tenant shall impair such right or remedy or be construed as a waiver
of such default. 

t.
Compliance:
The parties hereto agree to comply with all applicable federal, state and local
laws, regulations, codes, ordinances and administrative orders having
jurisdiction over the parties, property or the subject matter of this Agreement,
including, but not limited to, the 1964 Civil Rights Act and all amendments
thereto, the Foreign Investment In Real Property Tax Act, the Comprehensive
Environmental Response Compensation and Liability Act, and The Americans With
Disabilities Act. 

38. BASE RENTAL SCHEDULE.



	                       
    	Months 	      	Rent 
		00-08:  		Free  
		09-20:  		$2.40 per
      rentable square foot per month  
		21-32:  	 	$2.45 per rentable square foot per month  
		33-44:  		$2.50 per
      rentable square foot per month  
		45-56:  		$2.55 per rentable square foot per month  
		57-68:  		$2.60 per
      rentable square foot per month  




39. TENANT IMPROVEMENTS.


This Lease is subject to a space plan
mutually approved by Landlord and Tenant. Landlord, at Landlord’s sole cost and
expense, shall provide a “turnkey” Tenant Improvement per Building Standards
shown on Exhibit “A-1” not to exceed FIFTY AND NO/100 DOLLARS ($50.00) per
usable square foot. In the event the actual cost incurred for the installation
of the Tenant Improvements exceed the Allowance, then such excess cost shall be
paid by the Tenant in cash prior to the commencement of occupancy provided cost
overruns are due to changes made by Tenant. Initial cost estimate for current
space plan is $50.00 per square foot per attached Exhibit “A”. Tenant will not
pay any excess costs unless there are upgrades beyond Building Standard Finishes
per attached Exhibit “A-1” or those shown on Exhibit “A”. 

40. AFTER HOURS HVAC.


After-hours HVAC will be billed at
THIRTY-FIVE AND NO/100 DOLLARS ($35.00) per hour. Tenant shall pay Landlord’s
charges therefor on demand. 


	
      	        	
      
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41. OPTION TO EXTEND TERM.


Landlord hereby grants to Tenant on (1)
option (the “Option”) to extend the Lease Term for an additional term of five
(5) years, on the same terms and conditions as set forth in the Lease, but at a
rental rate to be negotiated at the then-prevailing Fair Market rent for similar
buildings in the Eureka Road/Douglas Boulevard corridors of Roseville,
California. The Option shall be exercised only by written notice delivered to
Landlord at least one hundred eighty (180) days before the expiration of the
Lease Term. If Tenant fails to deliver Landlord written notice of exercise of
the Option within the prescribed time period, such Option shall lapse, and there
shall be no further right to extend the Lease Term. The Option shall be
exercisable by Tenant on the express conditions that (a) at the time of the
exercise, and at all times prior to the commencement of such Extension, Tenant
shall not be in default under any of the provisions of the Lease and (b) Tenant
has not been ten (10) or more days late in the payment of rent more than a total
of three (3) times during the Lease Term.

42. MOVING ALLOWANCE.


Landlord, upon receipt of invoices
provided by Tenant, shall reimburse tenant a maximum of TWENTY-FIVE THOUSAND AND
NO/100 DOLLARS ($25,000.00). Allowance to include cabling, cube set-up, moving
costs and any other related costs. 

43. SIGNAGE: Landlord shall grant Tenant the right to place its sign,
which shall not to exceed 35 square feet, on the building in a location to be
mutually approved by Landlord and Tenant. Signage shall conform to both
Landlord’s and the City of Roseville’s signage criteria and specifications (see
Exhibit “G”). Tenant shall pay the cost of installation, maintenance and removal
of said signage. Landlord to provide suite and listing directory signage at
Landlord’s expense. 

44. DISCLOSURE BY BROKER.


The parties expressly acknowledge that
Broker has made no independent determination or investigation regarding the
following: present or future use or zoning of property; environmental matters
affecting the property; the condition of the property, including, but not
limited to, structural, mechanical and soils conditions, as well as issues
surrounding hazardous wastes or substances as set out above; violations of the
Occupational Safety and Health Act or any other federal, state, county or
municipal laws, ordinances, or statues; measurements of land and/or buildings.
Landlord and/or Tenant agree to make their own investigation and determination
regarding such items.

The receipt and acceptance by Landlord
of delinquent Rent shall not constitute a waiver of any other default; it shall
constitute only a waiver of timely payment for the particular Rent payment
involved. 

No act or conduct of Landlord,
including, without limitation, the acceptance of keys to the Premises, shall
constitute an acceptance of the surrender of the Premises by Tenant before the
expiration of the Term. Only a written notice from Landlord to Tenant shall
constitute acceptance of the surrender of the Premises and accomplish a
termination of the Lease. 

Landlord’s consent to or approval of
any act by Tenant requiring Landlord’s consent or approval shall not be deemed
to waive or render unnecessary Landlord’s consent to or approval of any
subsequent act by Tenant. 

Any waiver by Landlord of any default
must be in writing and shall not be a waiver of any other default concerning the
same or any other provision of the Lease. 

The parties hereto have executed this
Lease as of the dates set forth below: 

		



	
      CONSULT YOUR ADVISORS—This document has been
      prepared for approval by your attorney. No representation or
      recommendation is made by CB Richard Ellis as to the legal sufficiency or
      tax consequences of this document or the transaction to which it relates.
      These are questions for your attorney. 

      In any real estate transaction,
      it is recommended that your consult with a professional, such as a civil
      engineer, industrial hygienist or other person, with experience in
      evaluating the condition of the property, including the possible presence
      of asbestos, hazardous materials and underground storage tanks.
    






	
      	        	
      
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EXHIBIT "A-I" 

T.I. PROJECT -
MATERIALS 

Division 7 – Thermal &
Moisture Protection

	07200 		
      Thermal Insulation is provided in
      all exterior walls as per code requirements and provided as part of the
      building shell 

			 
	07210  		Tenant demising walls
      shall be insulated w/ Sound batt insulation.  
	  		Interior Partition
      walls shall have sound batt insulation at all offices and 
  
	  		Conference/Meeting
      rooms, and all interior walls at toilet rooms  
	  
	Division 8 – Door & Windows    
	  
	08100  	      	Hollow Metal Frames:
      3'-0"x 8'-0" aluminum knock down frames 
	  		Manufacturer: Alumitone with T23A
      trim 
			Pre-finished aluminum with clear
      anodized finish 
			Rated/labeled (where required by
      code).
	08200  		Interior doors: 3' wide
      x 8' ht. typical  
	  		Material: Solid core,
      rotary birch veneer  
	 		Grade: WIC
      Custom/Premium  
	  		Finish: to match Bldg
      Shell (Dark Cherry / Mahogany) 
			Rated/labeled (where required by
      code). 
	08400  		Suite Entry Door: 3'
      wide x 8' ht. w/ one sidelight  
	  		Material: Solid core,
      rotary birch veneer  
	  		Grade: WIC
      Custom/Premium  
	 	 	Finish: to match Bldg
      Shell (Dark Cherry / Mahogany)  
	  		Rated/labeled (where
      required by code).  
	08500  		Windows and Sidelights:
      Single glazed, pre-finished aluminum "2x4" aluminum  
	  		storefront as mfg'd by
      Kawneer or equal with clear anodized finish  
	08710  		Suite Doors/Interior
      Door Hardware:  
	  		Manufacturer: Best,
      Series 354 or equal  
	  		Finish: Brushed chrome
      plated (325 FS26)  
	  		      1.) Locksets at suite entrance doors.  
	  		      2.) Latchsets at interior suite doors.  
	  		Doorstop: Floor stops
      where required  
	8800  		Glazing – 22"wide x 72"tall
      tempered side-lights, beside doors at interior office rooms 
    
	  
	Division 9 – Finishes    
	  
	09110  		Interior Stud Walls to
      be 3-5/8", 25 gauge metal studs spaced @ 24" oc., typical, and
      extend  
	  		6" above finish
      ceiling, typical.  
	09200  		Interior Partition
      walls: (1) layer of 5/8" gypsum board each side. Taping to be three (3)
      coats  
	  		with smooth
      finish.  
	09300  		Ceramic Tile Flooring:
      (Not in allowance)  
	09500  		Acoustical
      Ceiling:  
			Ceiling Tile type: 'Cortega'
      Second Look II Medium Texture. 
	  		Grid: 2'x4', 15/16"
      grid, exposed white.  
	09630  		Sheet Vinyl
      Flooring:  
	  		      1.) To be chosen from Landlord's building standard
      selection.  
	  		      2.) Manufacturer: Mannington Commercial 'Magna
      Multiflec'  
	09650  		Resilient
      Flooring:  
	  		      1.) VCT: 12"x 12" x 1/8" thick. To be chosen from Landlord's
      building standard selection.  
	  		      2.) Manufacturer: Mannington Commercial 'Essentials' 
    
	09682  		Carpet
      Base:  
	  		      1.) 4" rubber base  
	  		      2.) Manufacturer: Roppe'  
	  		      3.) Color selections from Landlord's standard color
      chart.  
	09686  		Carpet: 
  
	  		      1.) Installation: Direct glue installation in all
      areas.  
	  		      2.) Allowances: 26 oz. Carpet to be chosen from Landlord's building
      standard selection  
	  		      3.) Manufacturer: (various)
      ($ psf allowance)  
	09900  		Painting  
			      1.) Low sheen, interior latex
      wall finish (Egg Shell). 
			      2.) Primer and 1 finish
      coat.  
			      3.) One paint color provided,
      accent colors are additional cost to Tenant  
	09960  		Wall Coverings / Wall paper - by
      Tenant (not in contract).  




	
      	        	
      
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	Division 10 – Specialties – by
      Landlord 
	  
	10540	      	Public Space
      Building Signage
	  
	Division 10 – Specialties –
      by Tenant (not in contract) 
	  
	10100		Visual
      Display Boards
	10200		Louvers and
      Vents
	10240		Grilles and
      Screens
	10270		Access
      Flooring
	10500		Lockers
	10520		Fire
      Protection Specialties & Tenant Security
	10550		Postal
      Specialties
	10650		Operable
      Partitions
	  
	Division 11 – Equipment – by
      Tenant (not in contract) 
	  
	11400		Appliances
      (Tenant provided/Contractor installed at additional cost)
	11450		Manufactured
      Casework
	  
	Division 12 –
      Furnishings 
	  
	12300		Cabinetry: 8
      linear feet of cabinets for up to 2,500 SF of Tenant Area. 12 linear feet
      of cabinets for Tenant spaces up to 5,000 SF, and 15 linear feet of
      cabinets for up to 8,000 SF of Tenant Area (larger spaces will have a
      proportionate increase in linear feet of cabinets)
	  		     1.) Upper cabinets include shelving and doors with a
      plastic laminate exterior finish and white melamine interior finish.
      Plastic-laminate Color to be chosen by Tenant from Landlord's building
      standard selection.
	  		     2.) Lower cabinets include drawers, shelving and doors
      with a plastic-laminate exterior finish and white melamine interior
      finish. Color to be chosen by Tenant from Landlord's building standard
      selection.
	  		     3.) Manufacturer: Wilsonart or Formica brand, standard
      laminate selections. Specialty laminates and additional laminate
      selections are upgrade costs.
	12492		Window
      Coverings:
	  		     1.) Exterior: Solid-vane horizontal mini-blinds;
      manufacturer to be selected by Landlord. Color: Standard building color
      throughout.
	  		     2.) Interior: same as above, Provided by Tenant, per
      Landlord's approval. Color: Standard building color
throughout
	  
	Division 13 –
      Special
      Construction  
	  
	13955		2A-10B: C
      Fire Extinguishers in cabinet 
			Surface mounted in
      tenant suites.
	  
	Division 15 –
      Mechanical 
    
	  
	15000		Plumbing
	  		     1.) Single compartment Stainless Steel Sink in
      breakroom
	  		     2.) Cold water supply to sink
	  		     3.) In-line water heater for hot water in breakroom,
      when applicable.
	  		     4.) Note: Additional requirements for items: (ie:
      dishwashers, icemakers and water dispensers), are not included as TI
      standard, and are additional cost to the tenant.
	  
	15500		HVAC
	  		     1.) The HVAC shall be zoned to provide typical services for an office
      building (i.e., one zone per 800 SF)
	  		     2.) Manufacturer: Metal-Air VAV boxes, Carrier controls, actuators and
      DDC controls: all must match building system. Thermostat: Carrier T-56
      space temperature sensors with override
	  		     3.) HVAC will be provided throughout the leased space in accordance
      with industry standard engineering practices.
	  		     4.) Auto thermostat with manual override on an energy management system
      per Title 24 specifications will be provided.
	  		     5.) Return air distribution will be via plenum
	  		     6.) Diffusers will be Metal-Air, Supply air model #9000, Return air
      model #7500
	  		     7.) Individual mechanical unit(s) requested by tenant (ie: for server
      room) are not in contract and will be provided/installed at additional
      cost to the tenant
			 
	15550		Fire Protection:
      Semi-recessed sprinklers with chrome head and chrome
  escutcheons.




	
      	        	
      
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	Division 16 – Electrical
      
	  
	16180	      	Fire
      Alarm:
	  		     1. Fire alarm/strobe device to be ceiling mounted
	  		     2. Color white
	  		     3. Manufacturer Simplex, Model #'s 4903-9428 & (29) &
      (30)
	16130	      	Light
      Switches:
	  		     1. Manufacturer: Century
      Standard Switch – paired in double gang box to meet CAC Title
  24
	  		     2. Plastic switch and cover
      plate
	  		     3. Dual auto switch with
      manual override on an energy management system per Title 24
      specifications
	16490		Electrical
      Wall Outlet:
	  		     1. Manufacturer Hubble 120 V,
      duplex
	  		     2. White plastic device and
      cover plate.
	  		     3. Cubicles: One J-box for
      each 300 SF of modular furniture area. All modular cubicles and furniture
      will be supplied by Tenant. Tenant shall be responsible for cost
      associated with connection of pigtails to furniture.
	  		     4. Electrical Duplexes: Two
      (2) per office or one (1) per 75 SF, two (2) in reception/lobby area, one
      (1) convenience outlet for each 2500 SF
	  		     5. One (1) 20-amp dedicated
      outlet for copier
	  	 	     6. One (1) dedicated four-plex
      for computer server location
	  		     7. Two (2) duplex outlets for
      fax - locations to be determined by tenant
	16500		Light
      Fixtures:
	  		     1. Manufacturer: Lithonia
      2'x4', 3 lamp, T-8 warm white fluorescent with electric ballast, model #
      2PM3NGB33218LD120GEB.
	  		     2. Lens: 18 cell parabolic,
      low iridescent anodized diffuse silver finish
	16530		Exit Light –
      as required per building code.
	 		     Manufacturer: determined by
      Electrical Consultant or Architect
	16720		Telephone/Data Wall Outlet:
	  		     1. Cabling and conduits
      (including main point of entry to suite) furnished and Installed by
      Tenant's vender.
	  		     2. Plaster ring with pull
      string in wall to ceiling space above.
	  		     3. Device and cover plate by
      Tenant's vender; color to match electrical wall outlets.
	  		     4. Plenum rated cabling
      required.
	  		     5. All communication lines to
      be labeled with Tenant name and suite number; Lines must be bundled and
      suspended from T-bar wires.





	
      	        	
      
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EXHIBIT “B” 

 




	
      	        	
      
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EXHIBIT C 

WORK AGREEMENT 

This Work Agreement (“Work Agreement”)
is executed pursuant to that certain Office Building Lease dated November 1,
2007 by and between KOBRA PROPERTIES, a California general partnership, as
Landlord, and UNIFY CORPORATION, a Delaware corporation, as Tenant (“Lease”),
and this Work Agreement is hereby incorporated into the Lease and made a part
thereof. All capitalized terms not otherwise defined herein shall have the
meanings set forth in the Lease. 

1. Landlord’s
Work. Pursuant to the terms of the
Lease and this Work Agreement, Landlord shall construct Landlord’s Work consisting of the “Base Building” and “Tenant
Improvements” as defined below: 

     
1.1
Base Building. “Base Building” means the following improvements which have
been constructed by Landlord: 

the complete
Building shell, including without limitation the foundations, exposed ceilings
and exposed concrete floors, structural frame, roof system and roofing, and the
exterior cladding of the Building including windows and doors; all men’s and
women’s common restroom facilities in the Building; all common hallways,
corridors, lobbies, stairwells, fire exits and other common areas in the
Building; HVAC, electrical, telephone, fire protection, life safety and other
mechanical systems for the Building, with the HVAC appropriately located on the
Building roof, the fire sprinkler lines and head spouts installed on the
ceilings of the Premises, and all such other systems stubbed at the Premises:
on-site grading, paving, curbs, gutters, parking lot, and walkways on the
Project, and landscape plantings and irrigation systems on the Project.


     
1.2
Tenant Improvements. “Tenant Improvements” means all portions of the Premises to
be constructed by Landlord in substantial accordance with the Final Plans to be
approved by Tenant pursuant to Section 4.2 below, including but not limited to
electrical, HVAC, telephone and plumbing distribution, lighting, interior
corridors, interior partitions, finished walls, floor coverings, acoustical
ceilings, interior painting, information signs, interior doors, frames and
hardware, standard Building signage in the Building lobby and directory, but
excluding Tenant’s Personal Property 

2. Performance of and Payment for
Work. Landlord’s Work shall be
performed and paid for as follows: 

     
2.1
Performance of Landlord’s
Work. Landlord shall have the
responsibility of causing all of Landlord’s Work to be constructed and installed
in a good and workmanlike manner in substantial accordance with the Final Base
Building Plans and Final TI Plans, as set forth in Section 4. Landlord shall be
responsible for obtaining all required governmental permits and approvals
required to commence and complete Landlord’s Work, and shall cause the
Contractors (as defined below) to commence construction of Landlord’s Work as
soon as reasonably possible after issuance of all required permits for
construction, and shall diligently continue construction to completion, subject
only to Unavoidable Delays (as hereafter defined). “Unavoidable Delay” shall
mean any delay by reason of acts of God, accidents, breakage, repairs, strikes,
lockouts, other labor disputes inability to obtain labor or materials after
diligent and timely efforts, enemy action, civil commotion, protests, riots,
demonstrations, delays caused by Tenant or its agents contractors or employees
or by any other reason without fault and beyond the reasonable control of
Landlord. 

     
2.2
Payment for Base Building
Costs. Landlord shall be solely
responsible for all costs relating to the construction and completion of the
improvements comprising the Base Building, and no costs associated with the
construction of the Base Building shall be deducted or paid from the Allowance
(as hereafter defined). 

     
2.3
Tenant Improvement
Allowance. Landlord shall provide a
“turnkey” Tenant Improvement based on Building Standard finishes per attached
Exhibit “A-1”, subject to a $50.00 per usable square foot Allowance (the
“Allowance”) and Tenant will not pay any excess costs unless there are upgrades
beyond Building Standard Finishes per attached Exhibit “A-1” or those shown on
Exhibit “A”. In the event that Landlord’s Total Costs (as defined at section 4.5
below) to construct and install the Tenant Improvements exceeds the amount of
the Allowance, Tenant shall pay the amount of such excess in accordance with the
provisions of Section 4.6 below. 

      2.4. Tenant’s Work. Any alteration or improvements not specifically defined in this Work
Agreement as being part of Landlord’s Work shall be the sole responsibility of
Tenant (“Tenant’s Work”) and the acquisition, construction and installation of
same shall be Tenant’s sole obligation and at its sole cost and expense. Without
limiting the generality of the foregoing, Tenant’s Work shall include all of
Tenant’s Personal Property and all other alterations, fixtures or improvements
of any kind or nature whatsoever that are required or desired by Tenant in any
connection with its occupancy of the Premises and that are not expressly
included in Landlord’s Work as described above. 

3. General
Conditions. The construction of
Landlord’s Work shall be subject to the following terms and conditions:


      3.1 Landlord’s Work shall be
performed in compliance with all applicable federal, state and local laws,
codes, regulations and building requirements (collectively, “Laws”) bearing on
construction of the Base Building and the Tenant Improvements;

      3.2 Without limiting the
generality of the foregoing, the construction of the Base Building and the
Tenant Improvements shall fully comply with all applicable accessibility Laws,
including, without limitation, the Americans With Disabilities Act and Title 24
of the California Code of Regulations as in effect at the time of construction;


      3.3 Landlord shall cause the
Tenant Improvements to be constructed by Stonegate Construction. Upon Tenant’s
approval of the Final Plans of the Tenant Improvements, pursuant to Section 4.2
below and the Construction Budget, permitting shall be sought;


	
      	        	
      
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     3.4 Landlord and/or the
Contractors shall be responsible for obtaining and maintaining at all times
appropriate insurance for all work to be performed by Landlord and/or the
Contractors under this Work Agreement.

4. Plans for Landlord’s
Work.

     4.1 Final Base Building
Plans. Within ten days of the
execution of the Lease, Landlord shall deliver to Tenant, for Tenant’s review, a
complete set of the final renderings, elevations and schematic drawings for the
construction of the Base Building (“Final Base Building Plans”), which drawings
shall incorporate all of the improvements set forth in Section 1.1 above.
Landlord shall not make any changes to the Final Base Building Plans that
impact the Premises without written notification to Tenant of such changes and
shall have constructed the Base Building in substantial accordance with the
Final Base Building Plans, Lease and amendments thereto.

     4.2 Plans for Tenant Improvements.


          (a) Space
Plans. Within ten days after receipt
of the Final Base Building Plans from Landlord, Tenant shall engage a space
planning with Stonegate Design
Group to design space plans (“Space
Plans”) for the Tenant Improvements. The costs of preparing the Space Plans, and
other soft costs, shall be initially paid by Landlord but charged against the
Allowance.

          (b) Preliminary
Plans. Upon mutual approval of the
Space Plans by Landlord and Tenant, Landlord shall cause its architect.
Stonegate Design
Group (“Architect”), to prepare, at
appropriate scale and with a general description of the Tenant Improvements, a
set of preliminary architectural plans, drawings and specifications, and
engineering, mechanical, structural and electrical working drawings
(“Preliminary Plans”) for the Tenant Improvements. The Preliminary Plans shall
be delivered to Tenant for Tenant’s approval, which shall not be unreasonably
withheld. Within ten days after Landlord delivers
the Preliminary Plans to Tenant, Tenant shall notify Landlord in writing with
particularity of any changes reasonably required to bring the Preliminary Plans
into substantial conformity with Tenant’s business and operational needs at the
Premises.

          (c) Final
Plans. Within fifteen days after
Tenant’s approval of the Preliminary Plans for the Tenant Improvements.
Landlord shall cause to be prepared and delivered
to Tenant for Tenant’s review final plans for the Tenant Improvements (“Final TI Plans”), which shall be in substantial conformity
with the Preliminary Plans. The Final TI Plans shall be subject to Tenant’s
approval, which shall not be unreasonably withheld. Within ten days after
Landlord delivers the Final TI Plans to Tenant, Tenant shall notify Landlord in
writing with particularity of any changes reasonably required to bring the Final
TI Plans into substantial conformity with the approved Preliminary Plans,
provided that Tenant shall not object to any logical development or refinement
of the Preliminary Plans or any change necessitated by applicable laws,
statutes, ordinances or regulations. Upon approval of the Final TI Plans for the
Tenant Improvements by Tenant, a schedule of the approved Final TI Plans shall
be attached to this Lease as Exhibit D-1.

     4.3 Construction of Tenant
Improvements. Landlord shall apply
for permitting within twenty (20) days of Tenant’s approval of the Final TI
Plans and Construction Budget, and shall thereafter upon receipt of applicable
permitting promptly commence and diligently monitor and pursue the progress of
such construction. Tenant and its respective contractors, architects or other
agents shall have the right to periodically inspect the construction of the
Tenant Improvements with 24 hour prior
notice to Landlord to ensure that
such work is being completed in accordance with the approved Final Plans.


     4.4 Punch List Items;
As-Built Plans. Landlord shall
deliver possession of the Premises upon completion of the Tenant Improvements.
Prior to delivery of possession Tenant shall deliver, and Landlord shall
complete, any Punch List Items. After delivery of possession, Landlord shall
deliver to Tenant a copy of the final “as-built” plans (of reproducible quality)
for the Tenant Improvements (“As-Build Plans”).

     4.5 Landlord’s Total Costs. Landlord shall employ
an “open book” method of accounting for the Total Costs associated with
the construction of the Tenant Improvements and shall provide Tenant with an
informational monthly statement of such costs. At all reasonable times
during normal business hours during construction of the Landlord’s Work, Tenant
shall have access to
inspect Landlord’s books of account,
financial records of the Landlord’s Work, and source documents pertaining
thereto. As soon as practicable after
substantial completion of the Tenant Improvements, Landlord shall prepare and
submit to Tenant a final summary of Total Costs incurred by Landlord for the
Tenant Improvements. Landlord may utilize the services of a construction
auditor, if necessary. As used herein, “Total Costs” means all hard and soft
costs incurred by Landlord in the course of constructing the Tenant Improvements
including, without limitation, all fees and costs of labor, materials,
contractors, subcontractors, architects, engineers, project managers,
construction supervision, inspectors, consultants, bond premiums, permits, taxes
and other project costs of any kind or nature whatsoever, but excluding
Landlord’s general office overhead and financing costs. 

     4.6
Excess TI Costs
Reimbursement. “Excess TI Costs” means
the excess, if any, of Total Costs over the turnkey Allowance, per Section 2.3
and 2.4 above. Tenant shall pay Landlord for Excess TI Costs in cash prior to
commencement of construction. 

     4.7
Early Entry. Tenant shall have the
right to enter the Premises during the 20 day period prior to the anticipated
completion of the construction of the Tenant Improvements in order to install
its telecommunications and computer cabling, telephone lines and equipment and
fixtures, provided that during such early entry Tenant shall not interfere with
or impede Landlord’s construction of the Tenant Improvements. 

5. No Warranty. Tenant agrees that neither Landlord nor any agent of Landlord
has made any representation or warranty as to the suitability of the Premises
for the conduct of Tenant’s business, nor has Landlord agreed to undertake any
modification, alteration or improvement to the Premises except as provided in
this Lease. Tenant further agrees that neither Landlord nor any agent of
Landlord has made any representation or warranty with respect to the physical
condition of the Building, the land upon which it is erected, the parking
facilities, or the Premises, or any other matter or thing, affecting or related
to the Premises, except as herein expressly set forth, and no rights, easements
or licenses are acquired by Tenant by implication or otherwise except as
expressly set forth in the provisions of this Lease. Tenant acknowledges and
agrees that neither Landlord nor any agent of Landlord has made any
representation or warranty whatsoever or at all concerning (i) the safety of the
Premises, the Building, the parking facilities or of any part thereof, whether
for the use of Tenant or any other person, including Tenant’s employees, agents,
invitees, or customers; or (ii) the existence or adequacy of any security
system(s) which may be installed or used by Landlord. All understandings and
agreements heretofore made between the parties hereto are contained in and
superseded by this Lease.


	
      	        	
      
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EXHIBIT “D”
RULES AND REGULATIONS

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


2.
The Building directory located in the Building lobby as provided by Landlord
shall be available to Tenant solely to display names and locations in the
building. The display and the quantity of names to be listed shall be as
directed by landlord. 

3.
The sidewalks, halls, passages, exits, entrances, elevators and stairways shall
not be obstructed by Tenant for any purposes other than for ingress to and
egress from the Premises. The halls, passages, exits, entrances, elevators,
stairways, balconies and roof are not for the use of the general public and the
Landlord shall in all cases retain the right to control and prevent access
thereto by all persons whose presence in the judgment of Landlord, reasonably
exercised, shall be prejudicial to the safety, character, reputation and
interests of the Building. Neither Tenant nor any employees or invitees of any
tenant shall go upon the roof of the Building. 

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

5.
Tenant shall not cause any unnecessary janitorial labor or services by reason of
Tenant’s carelessness or indifference in the preservation of good order and
cleanliness. 

6. No cooking (except for microwave) shall be done or permitted by Tenant on
the Premises, nor shall the Premises be used for lodging. 

7.
Tenant shall not bring upon, use or keep in the Premises or the Building any
kerosene, gasoline or flammable or combustible fluid or material, or use any
method of heating or air conditioning other than that supplied by Landlord.


8. Tenant and Tenant’s employees shall not be allowed to use space heaters
in the Premises. 

9. Moving in/out of furniture, equipment or supplies must be accomplished
after 5:00 P.M. on weekdays, and 9:00 a.m. to 5:00 p.m. on Saturday. The tenant must make arrangements with the
building’s Property Manager for use of the elevator for each move. A firm
arrival time will be established. 

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

11.
Upon the termination of the tenancy, Tenant shall deliver to the Landlord all
keys and passes for offices, rooms, parking lot and toilet rooms which shall
have been furnished by Tenant. In the event of the loss of any keys so
furnished, Tenant shall pay the Landlord therefor. Tenant shall not make or
cause to be made any such keys and shall order all such keys solely from
Landlord and shall pay Landlord for any additional such keys over and above the
two sets of keys furnished by Landlord. 

12. Tenant shall not install linoleum, tile, carpet or other floor covering
so that the same shall be affixed to the floor of the Premises in any manner
except as approved by Landlord.

13. No furniture, packages, supplies, equipment or merchandise will be
received in the Building, or carried up or down in the freight elevator, if any,
except between such hours and in such freight elevator, if any, as shall be
designated by the Landlord. 

14. Tenant shall cause all doors to the Premises to be closed and securely
locked before leaving the Building at the end of the day.


	
      	        	
      
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15. Without the prior written consent of Landlord, Tenant shall not use the
name of the Building or any picture of the Building in connection with or in
promoting or advertising the business of Tenant except Tenant may use the
address of the Building as the address of its business. 

16. Tenant shall cooperate fully with Landlord to assure the most effective
operation of the Premises and the Building’s heating and air conditioning, and
shall refrain from attempting to adjust any controls. Tenant shall keep corridor
doors closed. 

17. Tenant assumes full responsibility for protecting the Premises from
theft, robbery and pilferage, which includes keeping doors locked and other
means of entry to Premises closed and secured. 

18. Canvassing, soliciting or peddling in the Building is prohibited and
Tenant shall cooperate to prevent same. Peddlers, solicitors and beggars shall
be reported to the office of the Building or as Landlord otherwise requests.


19. Tenant shall not advertise the business. profession or activities of
Tenant conducted in the Building in any manner which violates the letter or
spirit of any code of ethics adopted by any recognized association or
organization pertaining to such business, profession or activities. 

20.
Tenant shall allow no animals or pets to be brought or to remain in the Building
or any part thereof. 

21. Tenant acknowledges that Building security problems may occur which may
require the employment of extreme security measures in the day-to-day operation
of the Building.

     a. Landlord may at any time, or from
time to time, or for regular schedule time periods, as deemed advisable by
Landlord and/or its agents, in their sole discretion, require that persons
entering or leaving the Building identify themselves to watchmen or other
employees designated by Landlord, by registration, identification or otherwise.


     b. Landlord may at any time, or from
time to time, or for regular scheduled time periods, as deemed advisable by
Landlord and/or its agents, in their sole discretion, employ other security
measures, such as, but not limited to, the search of all persons, parcels,
packages, etc., entering and leaving the Building, searching of the Building,
and the denial of access of any person to the Building. 

     c. Tenant hereby assents to the
exercise of the above discretion by Landlord and its agents, whether done acting
under reasonable belief of cause or for drills, regardless of whether or not
such action shall in fact be warranted and regardless of whether any such action
is applied uniformly or is aimed at specific persons whose conduct is deemed
suspicious.

     d. The exercise of such security
measures and the resulting interruption of service and cessation or loss of
Tenant’s business, if any, shall never be deemed an eviction or disturbance of
Tenant’s use and possession of the Premises, or any part thereof, or render
Landlord liable to Tenant for damages or relieve Tenant from Tenant’s
obligations under this Lease. 

     e. Tenant agrees that it and its
employees will cooperate fully with Building employees in the implementation of
any and all security procedures. 

     f. Such security measures shall be
the sole responsibility of Landlord and Tenant shall have no liability for
action taken by Landlord in connection therewith. 

22. Tenant shall not make or permit any loud or improper noises in the Leased
Premises or the Building or otherwise interfere in any way with other Tenants in
the Building. 

23. Tenant, or the employees, agents, servants, visitors or licensees of
Tenant, shall not, at any time or place, leave or discard rubbish, paper,
articles or objects of any kind whatsoever outside the doors of the Leased
Premises or in the corridors or passageways of the Building. 

24. Landlord shall have the right to determine and prescribe the weight and
proper position of any unusually heavy equipment, including computers, safes,
large files, etc., that are to be placed in the Building, and only those which
in the exclusive judgment of the Landlord (a) will not do damage to the floors,
structure and/or elevators (b) or whose operations will not be detrimental to
the Building or use thereof by other tenants, may be moved into the Building.
Any damage caused by installing, moving or removing such aforementioned articles
in the Building shall be paid for by Tenant. 


	
      	        	
      
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25. Tenant agrees to
reimburse Landlord for the cost of cleaning the Building standard window
covering at least once during every two year period of the Term. 

26.
The requirements of Tenant will be attended to only upon application at the
office of Landlord or its designated agent. Employees of Landlord and service
contractors shall not perform any work for tenants outside of their regular
duties, unless under special instructions from the office of the Building.


27.
Tenant shall have a license during the term of the Lease to use, for its
employees, invitees and licensees, parking spaces and facilities provided for
the Building by Landlord subject to the parking regulations set forth below and
such other limitations and restrictions as Landlord, in its sole discretion, may
determine from time to time, including without limitation, controls on the
manner in which vehicles are parked, allocation of individual spaces in
designated areas for specific license plate numbers or named persons or
companies, allocation of visitor only parking, allocation of compact car spaces
and the use of parking decals. Tenant and its employees, invitees and licensees
shall observe the following parking regulations: 

     g. Restriction or Removal. Landlord
may restrict access to the parking areas of the Building or have removed from
the parking areas, at the vehicle owner’s expense, any vehicle which, in the
sole opinion of Landlord: (i) presents a hazard to the health and welfare of the
Tenants of the Building or the general public; (ii) is not in operable
condition; (iii) contains explosive cargo (other than gasoline or fuel in the
original equipment vehicle tanks); (iv) is leaking fluids of any kind, including
water; (v) is without proper licenses attached; (vi) contains illegal goods or
contraband; (vii) or is otherwise not acceptable in the parking lot of a high
quality suburban office building. Vehicles shall be parked only in such areas or
spaces as are authorized by Landlord and Landlord may remove any vehicle located
and/or parked in areas not designated for parking or parked in an improper area.
Tenant shall require its employees, invitees and licensees to comply with
parking area designations for the handicapped. 

     h. Speed and Traffic Controls.
Tenant and its employees, invitees and licensees shall observe all speed and
traffic controls established by Landlord from time to time. 

     i. Violations of Regulations. Any
vehicle violating any parking regulations may be impounded and/or removed from
the parking facilities at the option of the Landlord and at the expense of the
vehicle owner. 

     j. Parking Decal or Permit. Should
parking decals or permits be used, no vehicle shall be permitted to park in any
portion of the parking areas unless a currently validated parking decal is
affixed to the vehicle in the manner prescribed by the Landlord or unless the
vehicle driver is in possession of a temporary parking permit. Parking decals
shall be issued only to Tenants and employees of Tenants and shall be valid only
while Tenant is not in default under the Lease. Decals shall be validated only
by Landlord or its agent. 

     k. Employee List. On a request by
Landlord, Tenant shall furnish Landlord with information related to parking
control, including without limitation, the names of its employees, licensees or
invitees who are authorized by Tenant to have parking privileges, license
numbers and vehicle descriptions of such persons, and such other information as
Landlord may request.

     l. Loss of Parking Privileges.
Landlord may, at its option, terminate or restrict parking privileges for Tenant
and its employees, licensees or invitees based upon a breach by such persons of
the rules and regulations applicable to parking, and such termination or
restriction shall not constitute an actual or constructive eviction nor entitle
Tenant to any abatement or diminution in Basic Rent or Additional Charges.


28.
Tenant shall not be permitted to use plastic mats under the desk chairs unless
approved by Landlord. If the Tenant uses plastic mats, then any damage caused by
the mats or by trapped moisture shall be the sole responsibility of the Tenant
to repair or clean up and return the area to its original condition less normal
wear and tear. 


	
      	        	
      
	Initials		Initials







29. Landlord reserves the right to modify, amend or rescind any of these
Rules and Regulations of the Building, and lo make such other and further rules
and regulations as in its judgment shall from time to time be needed for the
safety, protection, care and cleanliness of the Building, the Premises, the
preservation of good order therein and the protection and comfort of the tenants
in the Building and their agents, employees and invitees, which rules and
regulations when modified, amended or made and written notice thereof is given
to Tenant, shall be binding upon Tenant in like manner as if originally herein
prescribed. 

Dated this 18th day of November,
2007

	LANDLORD: 	Kobra
      Properties, a general partnership 
		under the
      laws of California 
		 
		
		 
	TENANT: 	Unify
      Corporation 
		a
      Delaware Corporation 
		 
		




	
      	        	
      
	Initials		Initials







EXHIBIT “H”

DECLARATION OF LEASE
COMMENCEMENT

     This is to confirm that the
Commencement Date, as defined in Section ___ of that certain
____________________ Lease, dated ___________ , 20__, between
KOBRA PROPERTIES, a California general partnership (“Landlord”), and UNIFY CORPORATION, a
__________________ (“Tenant”), for the Premises located at 1420 Rocky Ridge Drive, Suite,
Roseville, CA 95661, within the project commonly known as Kobra Corporate Center, and
consisting of approximately __________________ square feet, is
__________________, 20__, and the Expiration Date is __________________,
20__.

     Tenant
acknowledges and agrees that the Premises have been constructed in accordance
with the approved plans and specifications, and there are no deficiencies in
construction as of the Commencement Date. 

	LANDLORD:	       	TENANT:
			 
	KOBRA PROPERTIES, a California
      general partnership 		UNIFY CORPORATION
a
      Delaware corporation
	 
	By:	 		By:	 
		Abe Alizadeh, General
    Partner		  
			Name:	 
				 
	Date:	 		Title:	 
				 
			Date:	 




	 	        	
      
	Initials		Initials







FIRST AMENDMENT TO
OFFICE BUILDING
LEASE

     This First
Amendment to Office Building Lease (“First
Amendment”) dated for reference purposes as
November 21, 2007, is entered into by
and between Kobra Properties, a California general partnership (“Landlord”) and
Unify Corporation, a Delaware corporation (“Tenant”). In the event of any inconsistencies between the Lease (as
defined below) and this First Amendment, this First Amendment shall govern and
control. 

RECITALS

     A. Landlord
and Tenant have entered into that certain Office Building Lease
(“Lease”)
dated November 1, 2007 for the property located at 1420 Rocky Ridge Drive, Suite
TBD, Roseville, CA 95661 (“Premises”). 

     B. Landlord and Tenant now desire to
amend the Lease in accordance with the terms and conditions set forth herein.


     NOW,
THEREFORE, in consideration of the foregoing Recitals, and the mutual covenants
contained herein, the parties hereto agree as follows: 

OPERATIVE PROVISIONS

     1.
Definitions. Unless otherwise defined herein, all capitalized terms used in this
First Amendment shall have the same meaning as defined in the Lease.

     2.
Effective Date. This First Amendment shall be effective as of the date upon which the
last party hereto executes this First Amendment. 

     3. Section 2.a; Base Rent. Section 2.a of
the Lease is deleted in its entirety and replaced with the following
language:

a. Base Rent
(initial): $508,608.00 per year. 

     4.
Section 2.j; Monthly Installments of Base Rent
(Initial). Section 2.j of the Lease is
deleted in its entirety and replaced with the following language: 

“j. Monthly
Installments of Base Rent (initial): $42,384.00 per month, subject to annual
increases as set forth above.” 

     5. Section 2.l; Premises. Section 2.1 of the Lease is deleted in its
entirety and replaced with the following language:

“l.
Premises: That portion of the Building containing approximately seventeen
thousand six hundred sixty (17,660) rentable square feet based upon a load
factor of fourteen and one-half percent (14.5%) shown on Exhibit “A”, attached
hereto and incorporated herein, located on the third floor of the Building, with
a suite number to be assigned by the City of Roseville.”

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     6.
Section 2.s; Tenant’s Proportionate
Share. Section 2.s of the Lease is deleted in
its entirety and replaced with the following language: 

“s. Tenant’s
Proportionate Share: 18.59%. Such share is a fraction, the numerator of which is
the Rentable Area of the Premises, and the denominator of which is the Rentable
Area of the Project, as determined by Landlord from time to time. The Project
consists of one (2) buildings containing a total Rentable Area of approximately
95,000 square feet.” 

     7.
Section 39. Tenant
Improvements. The first sentence of Section
39 is deleted in its entirety and replaced with the following language:


“Exhibit “A”,
Space Plan, has been approved by all parties. Tenant will pay a total of
$9,150.00 for the following items: 

               1.
Cabinets under coffee counter in lobby - $2,000.00. 

               2.
Water stub in lobby - $450.00. 

               3.
Lower cabinets in conference room - $3,200.00. 

               4.
Upgraded carpet in lobby - $3,500.00. ” 

     8. Exhibit “A”. The original Exhibit “A”
shall be replaced by the attached Exhibit “A”. 

     9.
Ratification. Except as modified by this First Amendment, the Lease is ratified,
affirmed, remains in full force and effect, and is incorporated herein by this
reference. 

     10.
Authority.
The undersigned hereby represent and warrant, each to the other, that (i) they
have the legal right, power and authority to enter into this First Amendment on
behalf of the party for whom they are a signatory, and (ii) the execution,
delivery and performance of this First Amendment has been duly authorized, and
(iii) no other action is requisite to the valid and binding execution, delivery
and performance of the Lease as modified by this First Amendment. 

     11.
Counterparts. This First Amendment may be executed in multiple counterparts, each of
which counterpart shall be deemed an original, but all of which, together, shall
constitute one and the same instrument.

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     IN WITNESS WHEREOF, the parties have
executed this Amendment as of the dates written below. 

	
      LANDLORD:

      KOBRA PROPERTIES, a California general partnership
	
      TENANT:

      UNIFY CORPORATION, a
      Delaware corporation

		


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EXHIBIT A

FLOOR PLAN