California area for the twelve-month period ending on the immediately proceedingSeptember 30th (the “Index). The calculation pursuant to subparagraph (B)shall be made according to the following formula: X =A x B/C  X =Adjusted Base Rent  A=Base Monthly Rent in effect as of the Adjustment Date  B =The monthly index in effect for the twelve-month period ending onthe immediatelypreceding September 30th (the “Adjustment Index”)  C =The monthly index in effect for the twelve-month period ending on September30th oneyear prior to the Adjustment Index (the “Base Index”)The monthly Base Rent as so increased shall be payable for each month commencing withthe 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 monthimmediately preceding the Adjustment Date.(2) If the Index is discontinued or revised during the term of this lease, such othergovernment Index or computation with which it is replaced shall be used in order toobtain substantially the same result as would be obtained if the Index had not beendiscontinued or revised.(3) In not event shall the Adjusted Base Rent increase by greater than two percent(2.0%) per annum.**For the Adjustment Date on 1 December 2011 and each year thereafter:**(1) The rent in effect as of the Adjustment Date in each year shall be increased by thegreater of (A) one percent (1.0%); or (B) the percentage increase, if any, in theConsumer Price Index (All Items for All Urban Consumers 1982-84 = 100 Base), of theUnited States Department of Labor, Bureau of Labor Statistics for the LosAngeles-Anaheim-Riverside,California area for the twelve-month period ending on theimmediately precedingSeptember 30th (the “Index”). The calculation pursuant to subparagraph (B)shall be made according to the following formula: X =Ax B/C  X =Adjusted Base Rent  A=Base Monthly Rent in effect as of the Adjustment Date  B =The monthly index in effect for the twelve-month period ending onthe immediatelypreceding September 30th (the “Adjustment Index”)  C =The monthly index in effect for the twelve-month period ending onSeptember 30th one year prior to the Adjustment Index (the “BaseIndex”)The monthly Base Rent as so increased shall be payable for each month commencing withthe 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 monthimmediately preceding the Adjustment Date.(2) If the Index is discontinued or revised during the term of this lease, such othergovernment Index or computation with which it is replaced shall be used in order toobtain substantially the same result as would be obtained if the Index had not beendiscontinued or revised.(3) In no even shall the Adjusted Base Rent increase by greater than four percent(4.0%) per annum.
 

 
     2. Effective Date. The “Effective Date” of this Amendment shall be 1 February2009.     3. Miscellaneous. 3.1 This Amendment shall be construed in accordance with, and all disputeshereunder shall be governed by, the internal laws of the State of California, venue inthe County of Santa Barbara.  3.2 In the event of any controversy or dispute arising out of this Amendment, theprevailing party or parties shall be entitled to recover from the nonprevailing partor parties, reasonable expenses, including, without limitation, attorneys’ fees andcosts actually incurred.  3.3 Should any provision of this Amendment be declared or determined by any courtto be illegal or invalid, the validity of the remaining parts, terms, or provisionsshall not be affected thereby and such illegal or invalid part, term or provisionsshall 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 theparties hereto pertaining to the subject matter hereof.  3.5 Each part to this Agreement hereby represents and warrants that it has thelegal power, right and authority to enter into this Agreement and to consummate thistransaction and that it has not assigned any of its rights under the Sublease to anythird party.  3.6 This Amendment may be executed in several counterparts and any and all suchexecuted 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 theparties hereto and their respective successors and assigns.          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date firstwritten above.       “Lessor” “Lessee”       1200 ENTERPRISES LLC SUPERCONDUCTOR TECHNOLOGIES, INC.       By: /s/ Carol Vernon By: /s/ Jeffrey A Quiram              Print Name: Carol Vernon Print Name: Jeffrey A QuiramDate: February 12, 2009 Date: February 10, 2009