Exhibit 10.31
 FIRST AMENDMENT TO LEASE
  Recitals
       Amendment of Lease
 1.1
    
    The first two (2) sentences of Paragraph 1.2(a) are hereby amended to read as
follows: That certain portion of the Project (as defined below), including all
improvements therein or to be provided by Lessor under the terms of this Lease,
commonly known by the street address of 460 Ward Drive, located in the City of Goleta,
County of Santa Barbara, State of California, with zip code 93111, as outlined on
Exhibit A attached hereto (Premises) and generally described as (describe briefly
the nature of the Premises): Suites A, B, C, D, F, and approximately one-half of Suite
E, totaling approximately 70,538 leaseable square foot. The Building is approximately
73,538 leaseable square feet.1.2
    
    Paragraph 1.5 is hereby amended to read as follows: Ninety Eight Thousand,
Four Hundred & Ninety Six and 55/100 Dollars ($98,496.55) per month (Base Rent),
payable on the first (1st) day of each month commencing 1 May 2007 (also
see Paragraph 4). The Base Rent shall be subject to adjustment on an annual basis on 1
December 2007 and on the same day of every year thereafter (the Adjustment Date).
The adjustment of the Base Rent shall be calculated as follows:(1) The rent in effect as of the Adjustment Date in each year shall be increased by the
greater of (A) three percent (3.0%); or (B) the percentage increase, if any, in the
Consumer Price Index (All Items for All Urban Consumers 1982-84 = 100 Base), of the
United States Department of Labor, Bureau of Labor Statistics for the Los
Angeles-Anaheim-Riverside,
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California area for the twelve-month period ending on the immediately proceeding
September 30th (the Index). The calculation pursuant to subparagraph (B)
shall be made according to the following formula:
 X
    =
    A x B/CX
    =
    Adjusted Base RentA
    =
    Base Monthly Rent in effect as of the Adjustment DateB
    =
    The monthly index in effect for the twelve-month period ending on
the immediately preceding September 30th (the Adjustment Index)C
    =
    The monthly index in effect for the twelve-month period ending on September
30th one year prior to the Adjustment Index (the Base Index)
 The monthly Base Rent as so increased shall be payable for each month commencing with
the Adjustment Date and continuing until the next Adjustment Date. In no event,
however, shall the CPI Adjusted Base Rent be less than the rent payable for the month
immediately preceding the Adjustment Date. Upon the Adjustment Date, Lessee shall pay
Lessor 103% of the monthly rent previously paid by Lessee until such time as the
calculation pursuant to subparagraph (B) can be made and at that time Lessee shall pay
the new monthly Base Rent plus the total of arrearages, if any.(2) If the Index is discontinued or revised during the term of this lease, such other
government Index or computation with which it is replaced shall be used in order to
obtain substantially the same result as would be obtained if the Index had not been
discontinued or revised.(3) In no event shall the Adjusted Base Rent increase by greater than eight percent
(8.0%) per annum.1.3
    
    Paragraph 1.6 is hereby amended to read as follows: Ninety Five and 92/100 percent
(95.92%) (Lessees Share).
 Effective Date
 Miscellaneous
 3.1
    
    This Amendment shall be construed in accordance with, and all disputes
hereunder shall be governed by, the internal laws of the State of California, venue in
the County of Santa Barbara.3.2
    
    In the event of any controversy or dispute arising out of this Amendment, the
prevailing party or parties shall be entitled to recover from the nonprevailing part
or parties, reasonable expenses, including, without limitation, attorneys fees and
costs actually incurred.3.3
    
    Should any provision of this Amendment be declared or determined by any court
to be illegal or invalid, the validity of the remaining parts, terms, or provisions
shall not be affected thereby and such illegal or invalid part, term or provisions
shall be deemed not to be a part of this Amendment.3.4
    
    This Amendment sets forth the entire agreement between the parties hereto,
and fully supersedes any and all prior agreements or understandings between the
parties hereto pertaining to the subject matter hereof.3.5
    
    Each part to this Agreement hereby represents and warrants that it has the
legal power, right and authority to enter into this Agreement and to consummate this
transaction and that it has not assigned any of its rights under the Sublease to any
third party.
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3.6
    
    This Amendment may be executed in several counterparts and any and all such
executed counterparts shall constitute one agreement binding upon the parties hereto.3.7
    
    This Amendment shall be binding on and shall inure to the benefit of the
parties hereto and their respective successors and assigns.
  Lessor
    
    Lessee1200 ENTERPRISES LLC
    
    SUPERCONDUCTOR TECHNOLOGIES, INC.By:
    
    /s/ Carol Vernon
    
    By:
    
    /s/ Bob JohnsonPrint Name: Carol Vernon
    
    Print Name: Bob JohnsonDate: Nov. 2, 2007
    
    Date: 10/23/07
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