MODIFICATION
      TO SUBLEASE

    


    THIS
      MODIFICATION TO SUBLEASE (“Modification”)
      is
      made and entered into as of April ___, 2006 by and between KEYSTONE RUBY LLC,
      an
      Ohio limited liability company (the “Landlord”),
      and
      FIBERSTARS, INC., a California corporation (the “Tenant”).

    


    WITNESSETH

    


    WHEREAS,
      the Landlord, as the purchaser pursuant to a certain Agreement of Purchase
      and
      Sale dated as of April 19, 2006 is purchasing from ADLT Realty Corp. I,
      Inc. (“ADLT”),
      improved real property having an address of 32000 Aurora Road in Solon, Ohio
      44139 (the “Property”);
      and

    


    WHEREAS,
      pursuant to the terms of that certain Master Lease dated as of March 11, 1998
      (the “Master
      Lease”)
      by and
      between ADLT and Venture Lighting International, Inc. (“Venture”),
      ADLT
      master leased the Property to Venture; and 

    


    WHEREAS,
      pursuant to the terms of that certain Sublease Agreement dated as of September
      6, 2005 by and between Venture and Tenant (the “Sublease”),
      Venture subleased a portion of the building (the “Building”)
      situated upon the Property to Tenant (the “Leased
      Premises”);
      and

    


    WHEREAS,
      pursuant to the terms of the Sublease, the Leased Premises is currently
      comprised of 59,000 square feet, but effective as of May 1, 2006, the parties
      wish to increase the Leased Premises to 79,424 square feet; and

    


    WHEREAS,
      pursuant to the terms of that certain Assignment of Sublease made and entered
      into by Venture and Landlord as of the date hereof, Venture has assigned to
      the
      Landlord all of Venture’s right, title and interest in the Sublease to the
      Landlord; and

    


    WHEREAS,
      the Tenant desires to remain an occupant in the Building, from and after the
      purchase of the Property by the Landlord and Landlord desires to assume the
      rights and obligations of Venture under the Sublease with regard to
      Tenant;

    


    WHEREAS,
      Tenant desires to sublease to Venture, and Venture desires to sublease from
      Tenant, 10,000 square feet of Tenant’s Leased Premises at the Building, and
      Landlord is willing to reasonably consent to such sublease; and

    


    WHEREAS,
      the Landlord and the Tenant understand and agree that upon the assignment of
      the
      Sublease to Landlord and the execution of this Modification, the terms of the
      Master Lease and the Sublease (as modified hereby) shall remain in effect but
      as
      a master lease and hereafter, Landlord and Tenant shall have the relationship
      to
      one another of landlord and tenant, and not that of landlord and
      subtenant.

    


    NOW
      THEREFORE, in consideration of the mutual covenants contained herein and other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree that the Sublease shall be modified
      as
      follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              1.

            	
              Leased
                Premises.
                The Tenant currently leases 59,000 square feet of the first floor
                of the
                Building. Effective as of May 1, 2006, the Leased Premises shall
                be
                expanded to include an additional 20,424 square feet, with the result
                that
                the Leased Premises shall be comprised of 79,424 square feet, as
                identified on the “Lease
                Plan,”
                attached hereto and made a part hereof as Exhibit A.
                Notwithstanding anything to the contrary in the Sublease, all references
                in the Sublease to the “Subleased Premises” shall mean 79,424 square feet
                in the location depicted on Exhibit
                A.
                Landlord hereby consents to Tenant’s subleasing to Venture approximately
                10,000 square feet in the location depicted at
                Exhibit A-1
                hereto, on such terms as Tenant and Venture may
                agree.

            


    

    


    
      	 	
              2.

            	
              Base
                Rent.
                Notwithstanding anything to the contrary contained in the Sublease,
                Base
                Rent for the Leased Premises shall be payable in the following
                amounts:

            


    

     

    

      
        	
                Period

              	
                Base
                  Rent per square foot per month

              	
                Monthly
                  Base Rent*

              
	 	 	 
	
                5/1/06
                  -

              	
                $.57

              	
                $45,271.68

              
	
                6/30/06

              	 	 
	 	 	 
	
                7/1/06
                  - 

              	
                $.57

              	
                $45,271.68

              
	
                4/30/07

              	 	 
	 	 	 
	
                5/1/07
                  - 

              	
                $.60

              	
                $47,654.40

              
	
                4/30/08

              	 	 
	 	 	 
	
                5/1/08
                  - 

              	
                $.615

              	
                $48,845.76

              
	
                4/30/09

              	 	 
	 	 	 
	
                5/1/09
                  - 

              	
                $.615

              	
                $48,845.76

              
	
                4/30/10

              	 	 
	 	 	 
	
                5/1/10
                  - 

              	
                $.615

              	
                $48,845.76

              
	
                4/30/11

              	 	 


      



    *To
      be increased on a pro rata basis if the Leased Premises are increased pursuant
      to Section
      4,
      Section
      8
      or
      otherwise.

    


    
      	 	
              3.

            	
              Computer
                Room.
                Landlord and Tenant acknowledge that Tenant is currently occupying
                a
                computer room in the Building that does not lie within the Leased
                Premises
                (the “Computer
                Room”).
                Subject to the provisions and requirements of Article 8 of the Sublease,
                Tenant agrees that it shall, within sixty (60) days, relocate the
                Computer
                Room to a location within the Leased Premises. Landlord agrees to
                contribute up to $40,000 toward Tenant’s actual, out of pocket costs in
                connection with such relocation.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	 	
              4.

            	
              Expansion.
                The Tenant has advised the Landlord that it anticipates the possibility
                of
                expanding the size of the Leased Premises by approximately 30,000
                square
                feet as a result of the consolidation of Tenant’s operations. On or before
                July 1, 2006, Tenant shall notify the Landlord whether it shall
                expand the size of the Leased Premises. If the Tenant elects to expand
                the
                size of the Leased Premises in accordance with this Section
                4,
                the Leased Premises shall be expanded in the manner as depicted upon
                Exhibit B
                (the “Expansion
                Space”)
                attached hereto on the same terms as the current Leased Premises,
                and
                Landlord shall separate at its sole expenses without material disruption
                of Tenant’s operations, by erection of a demising wall, the Leased
                Premises from the premises of other tenants in the Building in accordance
                with the specifications set forth on Exhibit
                C-1
                attached hereto (the “Expanded
                Leased Premises Wall Specifications”).
                In the event that Tenant does not elect to expand the Leased Premises,
                Landlord shall separate at its sole expenses without material disruption
                of Tenant’s operations, by erection of a demising wall, the Leased
                Premises from the premises of other tenants in the Building in accordance
                with the specifications set forth on Exhibit
                C-2
                attached hereto (the “Leased
                Premises Wall Specifications”).
                Notwithstanding anything to the contrary in the Sublease, the expansion
                option set forth in this Section
                4
                and the right of first offer set forth in Section
                8
                below shall be the only expansion options available to Tenant under
                the
                Sublease.

            


    

    


    
      	 	
              5.

            	
              Restroom(s).
                Landlord will construct at Landlord’s sole expense without material
                disruption of Tenant’s operations restroom(s) for Tenant’s use in the
                location depicted upon Exhibit D.
                The construction specifications for the restroom(s) are attached
                hereto
                and made a part hereof as Exhibit D.

            


    

    


    
      	 	
              6.

            	
              Term.
                Notwithstanding Section 1.4 of the Sublease, Tenant shall have and
                hold
                the Premises for a period of four (4) years and eight (8) months,
                commencing on May 1, 2006 (the “Commencement
                Date”)
                and expiring on December 31, 2010 (the “Expiration
                Date”).
                All references in the Sublease to the Commencement Date and the Expiration
                Date shall be deemed to refer to May 1, 2006 and December 31, 2010,
                respectively. 

            


    

    


    
      	 	
              7.

            	
              Utilities.
                Landlord shall reconfigure the utility facilities in the Building
                in order
                to separately meter or submeter the Leased Premises. As of the
                Commencement Date, Tenant’s obligations to pay (or reimburse Landlord) for
                utilities as set forth in Article 7 of the Sublease shall be
                unmodified. However, Landlord reserves the right to elect to propose
                further amendments to the terms of the Sublease such that the Tenant
                shall
                thereafter become responsible for paying (or reimbursing Landlord)
                for the
                utilities it does consume, and other costs and expenses that are
                the
                responsibility of a tenant leasing premises on a “net basis”, and Tenant
                agrees to use good faith efforts to enter into such a modification;
                provided, however, Tenant shall have no obligation to enter into
                any such
                “net basis” amendment should it result, or, in Tenant’s reasonable
                estimation be likely to result in, an increase in aggregate occupancy
                costs to Tenant. 

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      	 	
              8.

            	
              Office
                Space Right of First Offer.
                During the Term, Landlord grants and gives to Tenant a right of first
                offer on the approximately 28,000 square feet of upstairs office
                space
                depicted upon Exhibit E
                attached hereto and made a part hereof in its “as is” condition (the
                “Office
                Space”).
                This right of first offer may be exercised at any time during the
                term of
                the Sublease. In the event that the Office Space becomes available,
                Landlord shall notify Tenant in writing and the date that the Office
                Space
                will be available, and Tenant shall have a period of fifteen (15)
                Business
                Days in which to notify Landlord whether it wishes to amend the Sublease
                to include the Office Space or not (the “Expansion
                Option Period”).
                In the event that that Tenant does not respond to Landlord within
                said
                Expansion Option Period, Tenant shall be deemed to have waived its
                right
                of first offer on the Office Space and Landlord shall be free to
                dispose
                of the Office Space as it deems appropriate. In the event that Tenant
                elects to accept the Office Space in question, Landlord and Tenant
                shall
                enter into a Sublease amendment including the Office Space in the
                Leased
                Premises. In the event that Tenant makes such election within twelve
                (12)
                months subsequent to the Commencement Date, the rental rate for the
                office
                space shall be negotiated based on which party pays for improvements
                per
                square foot, net. Thereafter, the rental rate shall be on market
                terms.

            


    

    


    
      	 	
              9.

            	
              Signage.
                Section
                19.3 of the Sublease is hereby deleted, and the parties agree instead
                that
                Tenant shall have the right to maintain the signage containing the
                name
                “Fiberstars” in the front of the Building where indicated on Exhibit F,
                and Tenant shall maintain said signage at its own cost and expense.
                The
                parties agree that such signage shall be the only signage centered
                on or
                over the building and fronting Aurora Road. Any signage facing Aurora
                Road
                of any other tenant shall be located at either end of the building
                or near
                a corner. The monument sign for the Building on Aurora Road shall
                list all
                tenants. Tenant shall also have the right, at Tenant’s sole cost and
                expense, and subject to Landlord’s reasonable approval, to install signage
                in the interior lobby and the shipping/receiving area of the Leased
                Premises, providing the name and of the Tenant and such directional
                information as Tenant may require.

            


    

    


    
      	 	
              10.

            	
              Termination
                Rights.
                The parties agree that the last sentence of Section 1.4 and the whole
                of
                Section 1.5 of the Sublease are hereby deleted. Tenant’s right to
                terminate, if any, arising pursuant to any section other than
                Section 1.4, as modified hereby, is waived, and otherwise rendered
                null and void.

            


    

    


    
      	 	
              11.

            	
              Entrance
                to Leased Premises.
                Tenant shall have the right to improve the entrance into the office
                area
                of the Leased Premises from the reception area with a new door system,
                all
                in accordance with the provisions and requirements of Article 8 of
                the
                Sublease.

            


    

    


    
      	 	
              12.

            	
              Parking.
                The parties acknowledge that once Venture, which is entering into
                a lease
                with Landlord for a portion of the Building as of the effective date
                of
                this Modification, and Tenant are both operating in the Building,
                the
                existing parking for the Building will be insufficient for both tenants’
                employees’ needs. Landlord agrees to provide a solution to this
                deficiency.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	 	
              13.

            	
              Tenant’s
                Legal Fees.
                Landlord agrees to reimburse Tenant up to $5,000 for actual, out
                of pocket
                legal costs incurred by Tenant in connection with the negotiation
                and
                documentation of this Modification.

            


    

    


    
      	 	
              14.

            	
              No
                Unfulfilled Landlord Obligations.
                Tenant acknowledges and agrees that there are no existing, outstanding,
                overdue and/or unfilled obligations of Landlord arising from and
                pursuant
                to the terms of the Sublease, including, but not limited to, those
                set
                forth in Sections 8.3, 19.1, and 19.2, the performance of which was
                due prior to the date hereof.

            


    

    


    
      	 	
              15.

            	
              Renewals.
                Tenant agrees that the automatic renewal provision set forth in Section
                1.6 of the Sublease is hereby deleted and of no further force or
                effect.

            


    

    


    
      	 	
              16.

            	
              Terminology.
                All capitalized terms not otherwise defined herein shall have the
                meaning
                set forth in the Sublease. Any reference herein to a section is a
                reference to a Modification section, unless otherwise stated. As
                said
                terminology is incorporated herein, the Landlord and Tenant understand
                and
                agree that its incorporation shall take into account that the parties
                relationship with one another is now that of landlord and tenant,
                and that
                terms such as “Sublease”, “Subtenant” and “Sublandlord” shall be
                incorporated herein as if written “Lease”, “Tenant” and
                “Landlord.”

            


    

    


    
      	 	
              17.

            	
              Landlord
                and Tenant.
                Notwithstanding anything herein to the contrary, the parties hereto
                another shall have to one another the relationship of landlord and
                tenant.
                The terms of the Master Lease and the Sublease, as modified hereby,
                shall
                be merged and shall be deemed to be one single lease document. Section
                19.6 of the Sublease is hereby deleted, and the notice address for
                “Sublandlord” set forth in Section 15.1 of the Sublease is hereby amended
                to be: Keystone Ruby LLC, 29300 Aurora Road, 2nd
                Floor, Solon, Ohio 44139, Attn: General Counsel. For clarity, and
                as was
                the case under the Sublease prior to this Modification, the following
                provisions of the Master Lease shall continue to be deemed excluded
                as
                between Landlord and Tenant: Article One (Demised Premises and Term);
                Article Three (Annual Rent); Article Four (Additional Rent); Article
                Five
                (Taxes); Article Six (Insurance); Article Eight (Repairs and Maintenance);
                Article Nine (Public Utilities and Services); Article Ten (Alterations);
                Section 11.02 (Prohibitions); Article Twelve (Indemnity); Article
                Thirteen
                (Access for Inspection, Showing and Shoring); Article Fourteen (Damage
                and
                Destruction); Article Seventeen (Defaults); Article Eighteen (Additional
                Remedies of Lessor); and, except to the extent expressly provided
                otherwise by the Sublease or this Modification, Tenant shall have
                no
                obligation to perform or fund work, repairs, upgrades or maintenance
                (including any replacements), in, to or upon the Leased Premises
                or with
                respect to any equipment, system or fixture
                therein.

            


    

    


    
      	 	
              18.

            	
              Conflict.
                Any conflict between the terms and conditions of this Modification
                and the
                terms and condition of the Sublease shall be resolved in favor of
                the
                terms and conditions of the
                Modification.

            


    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	 	
              19.

            	
              Incorporation;
                Successors and Assigns.
                Except as modified hereby, the terms and conditions of the Master
                Lease
                and the Sublease remain unmodified and in full force and effect.
                The
                Sublease as modified hereby shall be binding upon Landlord and Tenant
                and
                their respective successors and
                assigns.

            


    

    


    IN
      WITNESS WHEREOF, the parties have executed this Modification as of the date
      first above written.

     

    
      	 	 	 	LANDLORD: 
	 	 	 	 
	 	 	 	KEYSTONE RUBY LLC 
	 	 	 	an Ohio limited liability
              company 
	 	 	 	 
	 	 	 	 
	 	 	 	By: 
	
            	 	 	
              
                

              

            
	 	 	 	
              Its: 

            
	 	 	 	
              
                
 

            


    

     

    
      	 	 	 	 
	 	 	 	TENANT:
	 	 	 	 
	 	 	 	FIBERSTARS, INC. 
	 	 	 	a California corporation 
	 	 	 	 
	 	 	 	 
	 	 	 	By: 
	
            	 	 	
              
                

              

            
	 	 	 	
              Its: 

            
	 	 	 	
              
                
 

            


       

    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    
       

      
        	
                STATE
                  OF _____________

              	
                )

              
	 	
                )
                  SS:

              
	
                COUNTY
                  OF _________

              	
                )

              


      

      


      


      BEFORE
        ME, a Notary Public in and for said County and State, did personally appear
        FIBERSTARS, INC., a California corporation, by _______________________________
        ___________________________________________, its ___________________________,
        who acknowledged to me that he/she did sign the foregoing instrument as such
        officer and that the same is his/her free act and deed, both individually
        and as
        such officer of said corporation.

      


      IN
        TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
        _______________, __________, this _____ day of _______________,
        2006.

      


       

      
        	 	 	 	 
	 	 	 	 
	
              	 	 	
                
NOTARY
                PUBLIC
	 	 	 	 




      
        	
                STATE
                  OF OHIO

              	
                )

              
	 	
                )
                  SS:

              
	
                COUNTY
                  OF CUYAHOGA

              	
                )

              


      

      


      


      


      BEFORE
        ME, a Notary Public in and for said County and State, did personally appear
        KEYSTONE RUBY LLC, an Ohio limited liability company, by ___________________,
        its _____________________, who acknowledged to me that he did sign the foregoing
        instrument as such officer and that the same is his free act and deed, both
        individually and as such officer of said corporation.

      


      IN
        TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Cleveland,
        Ohio, this _____ day of _______________, 2006.

      


      
         

        
          	 	 	 	 
	 	 	 	 
	
                	 	 	
                  
NOTARY
                  PUBLIC
	 	 	 	 




        
          
             

          

          
            7

            
              

            

          

          
             

          

        

      

      EXHIBIT
        A

    

    


    LEASE
      PLAN

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      B

    


    EXPANSION
      SPACE

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      C-1

    


    EXPANDED
      LEASED PREMISES WALL SPECIFICATIONS

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      C-2

    


    EXPANDED
      LEASED PREMISES WALL SPECIFICATIONS

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      D

    


    BATHROOM
      LOCATION AND SPECIFICATIONS

    


    


    


    Construct
      one men’s room, approximately 20’ by 20’

    


    Fixtures
      to include 2 toilets, 1 urinal, 2 sinks, toilet partitions

    


    ADA
      accessible

    


    VCT
      flooring

    


    Walls
      & ceiling to be drywall with paint

    


    Includes
      electrical, sprinkler and heat

    


    


    


    Construct
      one women’s room, approximately 15’ by 15’

    


    Fixtures
      to include 2 toilets, 2 sinks, toilet partitions

    


    ADA
      accessible

    


    VCT
      flooring

    


    Walls
      & ceiling to be drywall with paint

    


    Includes
      electrical, sprinkler and heat

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      E

    


    RIGHT
      OF FIRST OFFER SPACE

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT
      F

    


    SIGNAGE