a Delaware corporation

a. The term "Building Shell" shall mean a concrete tilt-up building (for group B occupancy only), (1) of a design and construction quality equivalent to that of Building B and (2) containing four (4) combination dock high truck doors (two (2) grade level loading doors) with approximately 24 foot clear height; .495 GPM/2000 square feet rated fire sprinkler system; and, a 2000 amp-277/480 volt, three phase power service (with no power panel).

b The term "Project" shall mean that certain three (3) building complex otherwise know as the Stevenson Business Park in which the Building is located.

c. The term "Declaration" shall mean that certain Declaration of Covenants, Rules, and Restriction and Reciprocal Easement Agreement, which has been recorded with respect to the Project.

d. The term "Land" shall refer to the real property upon which the Project is situated.

e. The term "Common Areas" shall mean all parking areas, landscape areas and other areas, facilities or improvements located on the Land which are designated in the Declaration as "Common Area."

f. The term "Exclusive Common Area" shall mean those portions of the Common Area, which exclusively serve the Building.

g. The term "Improvement Allowance" shall mean the sum of THREE MILLION ONE HUNDRED NINETY-SIX THOUSAND SIX HUNDRED TWENTY DOLLARS ($3,196, 620).

h. The term "Improvements Costs" shall mean all of the costs and expenses to be incurred in connection with the design, permitting, construction and testing of the Tenant Improvements (including, without limitation, the cost of the space plan for the Tenant Improvements and the Approved Plans and the fees and charges of the Contractor). Landlord will not charge a separate construction management or supervision fee in connection with the construction of the Tenant Improvements.

i. The term "Approved Plans" shall mean the plans and specifications for the each Phase of the Tenant Improvements which have been prepared by DES Architects + Engineers (the "Architect") and approved by Landlord and Tenant prior to the date hereof.

j. The term "Tenant Improvements" shall mean the interior improvements configured for Tenant's intended use and occupancy of the Premises, which are set forth on the Approved Plans. The term "Phase 1" shall mean that initial portion of the Tenant Improvements consisting of approximately 25,000 square feet of area improvements. The term "Phase 2" shall mean improvements to the remaining areas of the Premises.

2.1. Building Shell. Tenant hereby acknowledges as follows:

2.2 Tenant Improvements.

Landlord shall use diligent efforts to have the Building Contractor substantially complete Phase 1 of the Tenant Improvements by April 15, 2000. Landlord shall use diligent efforts to have the Building Contractor substantially complete Phase 2 of the Tenant Improvements by July 1, 2000.

"Substantially complete" "or "substantial completion" shall mean that the particular Phase of the Tenant Improvements have been constructed in accordance with the Approved Plans (as evidenced by a certificate of Substantial Completion submitted by the Building Architect), as modified by material change orders approved by Landlord and Tenant except for minor "field" changes in the Approved Plans, other minor deviations and punchlist items) and are in such condition so as to allow Tenant to install Tenant's own fixtures, furnishings, and equipment and, thereafter, to conduct its operations.

"Landlord's Construction Obligations" shall mean Landlord's obligation to utilize diligent efforts to supervise and direct the Building Contractor and the construction process such that construction of each Phase is substantially complete by the dates set forth above. Provided that Landlord has exerted the diligent efforts specified herein, Landlord shall be deemed to have satisfied Landlord's Construction Obligations even if the construction of a Phase is not substantially complete by the dates set forth above.

2.2.2 Improvement Costs; Additional Costs. Landlord shall pay for that portion of the Improvement Costs which are up to the Improvement Allowance; provided, however, in no event shall Landlord be obligated to advance any portion of the Improvement Allowance, or otherwise assume any financial responsibility, with respect to the purchase, construction or installation of any of the items set forth in Exhibit D attached hereto. Any portion of the Improvement Costs ("Additional Costs") which are in excess of the Improvement Allowance or which are related to the items set forth in Exhibit D shall be paid for by Tenant.

Prior to the commencement of construction of Phase 2, Tenant shall pay to Landlord an amount equal to the estimated Additional Costs for Phase 2 ("Tenant's Phase 2 Advance"), which estimate shall be based upon the Building Contractor's estimate of Improvement Costs for that Phase. In no event shall Landlord be obligated to direct the Building Contractor to obtain building permits for, or commence construction of, Phase 2 unless and until Landlord has received Tenant's Phase 2 Advance.

If at any time, and from time to time, during construction of the Tenant Improvements, Landlord reasonably determines that the Additional Costs will exceed the balance of Tenant's Phase 1 Advance or Tenant's Phase 2 Advance, as applicable, then, within five (5) days following written demand from Landlord, Tenant shall advance to Landlord ("Additional Advance") the amount of such excess.

Tenant's Phase 1 Advance and Tenant's Phase 2 Advance shall be applied by Landlord towards the payment of Improvement Costs after Landlord has expended the full amount of the Improvement Allowance applicable to each Phase; provided, however, as to those items set forth in Exhibit D, Landlord shall expend Tenant's advances as and when needed to pay for such items regardless of whether Landlord has expended the full amount of the Improvement Allowance. In no event shall Landlord be obligated to expend from its own funds (including funds advanced to Landlord from the Project lender) more than the sum of the Improvement Allowance.

If upon completion of construction of Phase 1 or Phase 2 there are any Additional Costs which have not been covered by Tenant's Phase 1 Advance, Tenant's Phase 2 Advance, and/or any Additional Advances, then Tenant shall pay to Landlord, as Additional Rent, any such remaining Additional Costs within ten (10) days following written demand.

Base Rent shall be due and payable at Landlord's address shown above on the first day of each calendar month throughout the Lease Term. Base Rent for any period during the Lease Term which is for less than one (1) month shall be prorated based on a thirty (30) day month. For the purposes of determining the applicable rent under Exhibit "B," "Lease Year" shall mean each successive twelve (12) month period during the Lease Term, commencing on the Commencement Date.

4.2 Rent for Extended Term. Base Rent for the Extended Term shall be an amount equal to the fair market rental value of the Premises in relation to market conditions at the time of the extension; provided, however, in no event shall the Base Rent for the Extended Term be less than the Base Rent applicable during the tenth (10^th) lease year of the Lease Term, nor shall the annual increases of such Base Rent be less then applicable market rates. The fair market rental value of the Premises shall be determined by and as follows:

4.3 Additional Rent. In addition to Base Rent, Tenant shall pay, as "Additional Rent," Tenant's Percentage Share of Operating Expenses and Taxes, utility costs as referred to in Section 7 below, late charges and interest as provided for in this Lease, and all other items to be paid hereunder to Landlord. The term "Rent(s)" whenever used herein refers to Base Rent and Additional Rent.

4.4 Rent Deposit . Upon execution of this Lease, Tenant shall pay to Landlord the sum of ONE HUNDRED SIX THOUSAND FOUR HUNDRED ONE DOLLARS AND SEVENTY-EIGHT CENTS ($106,401.78) as a deposit for the Base Rent due on July 1, 2000.

6.1 Payment by Tenant . Pursuant to this Section 6, Tenant shall pay to Landlord Tenant's Percentage Share of Operating Expenses and Taxes.

Within twelve (12) months following the end of any calendar year, Tenant shall have the right, at it sole cost and expense, to review Landlord's books and records with respect to the Operating Expenses and Taxes for such calendar year. If upon such review it is determined that there were any errors in the calculation of Operating Expenses or Taxes, then, within thirty (30) days after such determination, Landlord shall credit any overpayment by Tenant to Base Rent thereafter becoming due or Tenant shall pay to Landlord any underpayment, as the case may be. In the event that a review by Tenant determines that Tenant has overpaid by more than three percent (3%), then Landlord shall reimburse Tenant for the reasonable out-of-pocket costs incurred by Tenant in connection with such review.

6.2 Definitions . "Tenant's Percentage Share" shall be (a) one hundred percent (100%) which respect to all Operating Expenses and Taxes which are directly attributable to Building, including, without limitation, all Common Area Expenses (as defined in the Declaration) which are allocable to the Building's Exclusive Common Area, and (b) forty-nine and nine tenths percent (49.9%) as to Common Area Expenses which are attributable to the Non-Exclusive Common Areas (as defined in the Declaration).

"Operating Expenses" are defined as all reasonable costs and expenses paid or incurred by Landlord in connection with the ownership, maintenance, repair, management, and operation of the Premises, the Building, and the Common Areas, which reasonable costs and expenses shall include, without limit, the following:

"Taxes" are defined as all real property taxes applicable to the Land, the Building, and the Premises. The term "real property taxes" shall include any form of assessment (general, special, supplemental, ordinary or extraordinary), commercial rental tax, improvement bond or bonds, license fee, license tax, rental tax, levy, penalty imposed by any authority having the direct or indirect power of tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement district thereof, as against any legal or equitable interest of Landlord in the Land, the Building, and/or the Premises, as against Landlord's right to rent or to other income therefrom, or as against Landlord's business of leasing the Premises or the occupancy of Tenant, or any other tax, fee, or excise, however described, including any value added tax, or any tax imposed in substitution, partially or totally, of any tax previously included within the definition of real property taxes, or any additional tax, the nature of which was previously included within the definition of real property tax. The term "real property taxes" shall not include any income or franchise taxes imposed on Landlord. If, for any reason, the Taxes for the Land, Building, and Premises are not separately assessed from the Project as a whole, then Taxes shall be allocated to the Land, Building, and Premises based upon the percentage in which Common Area Expenses are allocated to the Building pursuant to the Declaration.

9.1 General . The Premises are to be used for office, research and development, and light manufacturing for group B occupancy (collectively, "Tenant's Operations"). Any other use of the Premises shall only be made upon the prior written consent of Landlord, which consent shall not be unreasonably withheld if any proposed change in use would be allowed under applicable land use ordinances. Tenant shall not do anything or permit anything to be done in or about the Premises nor keep or bring anything or permit anything to be kept or brought therein which will in any way increase the existing rate of or affect any policy of fire or other insurance upon the Building or any of its contents, or cause a cancellation of any insurance policy. Tenant shall not use or allow the Premises to be used for any unlawful purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall not damage or deface or otherwise commit or suffer to be committed any waste in or upon the Premises. Tenant shall honor the terms of all recorded covenants, conditions and restrictions relating to the Land. Tenant shall honor the terms of any reasonable rules and regulations established by Landlord during the Lease Term, which relate to the Premises and/or the Building.

In connection with Tenant's use of the Premises, Tenant shall, at its sole cost and expense, do the following:

9.3 Signage. Tenant shall be entitled to place its name and logo ("Tenant's Signs") on the monument sign for the Project and on the exterior of the Building, subject to the following:

9.4 Reasonableness of Restrictions. Landlord and Tenant hereby acknowledge and agree that the use restrictions set forth in this Section 9 shall be deemed reasonable in all respects and under all circumstances.

11.1 Tenant's Obligations . Tenant shall, at Tenant's sole cost and expense, do the following:

Tenant shall have no right to install any device on the roof of the Premises or the Building without the express prior written consent of Landlord. Tenant shall not make any penetrations of the roof of the Premises or the Building without the express prior written consent of Landlord.

11.2 Landlord's Obligations . Landlord shall do the following:

12.1 Tenant's Insurance . Tenant shall at all times during the Lease Term, and at its sole cost and expense, maintain general commercial liability insurance (together with a broad form comprehensive general liability endorsement) against liability for bodily injury and property damage. The aforesaid liability insurance shall also contain an endorsement naming Landlord and Landlord's member, as "additional insureds," which endorsement shall cover the aforesaid additional insureds for all acts and omissions of said parties in or about the Premises. The aforesaid insurance shall be in an amount of not less than Two Million Dollars ($2,000,000) per occurrence and not less than Five Million Dollars ($5,000,000) in the aggregate. In no event shall the limits of said policy be considered as limiting the liability of Tenant under this Lease.

Tenant shall also at all times maintain standard "all risk" casualty insurance upon all of Tenant's equipment, furnishings and fixtures.

The aforesaid insurance shall be with companies licensed to do business with the Insurance Commissioner of the State of California. A certificate of such insurance shall be delivered to Landlord prior to the Occupancy Date and, thereafter, on each anniversary date of the Commencement Date. The certificate for Tenant's liability insurance shall certify that the policy names Landlord and the other aforesaid persons and entities as "additional insureds" and that the policy shall not be canceled or altered without thirty (30) days prior written notice to Landlord.

12.2 Landlord's Insurance. During the Lease Term, Landlord shall maintain standard "all risk" casualty insurance on the Building and the Premises (including the original Tenant Improvements), which coverage shall be in an amount not less than the full replacement cost of the Building, exclusive of architectural and engineering fees, excavations, footings, and foundations, and the General Tenant Improvements, and the original Tenant Improvements.

12.3 Waiver of Subrogation . Notwithstanding any other provision of this Lease, Landlord and Tenant each hereby waive any right of recovery against the other and the authorized representatives of the other for any loss or damage that is of the type required to be covered by any policy of insurance required under Section 12.1 or 12.2 above. Each party shall cause each insurance policy obtained by it to provide that the insurance company waives all right of recovery by way of subrogation against either party in connection with any damage covered by any policy. If any insurance policy cannot be obtained with a waiver of subrogation, or is obtainable only by the payment of an additional premium charge above that charged by insurance companies issuing policies without waivers of subrogation, the party undertaking to obtain the insurance shall notify the other party of this fact. The other party shall have a period of thirty (30) days after receiving such notice either to replace the insurance with a company that is reasonably satisfactory to the other party and that will carry the insurance with a waiver of subrogation, or to agree to pay the additional premium if such policy is obtainable at additional cost. If the insurance cannot be obtained or the party in whose favor a waiver of subrogation is desired refuses to pay the additional premium charge, the other party is relieved of the obligation to obtain a waiver of subrogation rights with respect to the particular insurance involved.

14.1 In General. Tenant shall not, either voluntarily or by operation of law,

assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the Premises or any part thereof, or any right or privilege appurtenant thereto, without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Landlord shall be reasonable in withholding its consent to any proposed assignment if the net worth of the proposed assignee is not equal to or greater than the net worth of Tenant as of the date of execution of this Lease or the date of the proposed assignment, whichever is higher. Tenant shall give Landlord at least fifteen (15) days written notice of its desire to assign or sublet all or some of the Premises. Any such assignment, sublease or the like which is approved by Landlord must be pursuant to a written agreement in a form acceptable to Landlord. Each permitted assignee, transferee, or sublessee shall assume and be deemed to have assumed this Lease (or the appropriate part hereof) and shall be and remain jointly and severally liable with Tenant for the payment of Rents and for the due performance of and compliance with all the terms, covenants, conditions and agreements to be performed or complied with by Tenant herein (including, but not limited to, the provisions of this Section 14). Notwithstanding the foregoing, if Landlord consents to a full assignment of this Lease by the original Tenant hereunder during the initial ten (10) year term hereof, then the original Tenant hereunder shall be released from any obligations under this Lease if the transferee elects to exercise the Option pursuant to Section 3.2 above; provided, however, if, in evaluating the proposed assignment, Landlord determines that the proposed transferee's projected financial condition during the Extended Term is not satisfactory, then Tenant shall elect to either (a) assign to the proposed transferee only Tenant's rights through the remaining initial ten (10) year Lease Term (in which event the transferee shall have no right to exercise the Option), or (b) remain liable for any and all obligations arising under this Lease during the Extended Term to the extent the transferee exercises the Option. Upon any release of the original Tenant, as provided above, such original Tenant shall have no right to retain any portion of Excess Rents (as provided in Section 14.4 below) or any other rents or other charges which are paid or payable by any assignee or other party during the Extended Term.

14.2 Transfers of Interests in Tenant . Any merger or reorganization of the entity which comprises Tenant, any sale, or transfer of substantially all of the assets of Tenant, or any sale or other transfer of a majority of the interests in Tenant shall not be deemed an assignment of this Lease requiring the prior written consent of Landlord pursuant to Section 14.1 1 above.

14.3 Right to Terminate. If Tenant notifies Landlord of its desire to assign this Lease or any interest herein, to sublet all or any part of the Premises for more than seventy-five percent (75%) of the remainder of the Lease Term, or to sublet more than seventy-five percent (75%) of the Premises for any period, Landlord may elect to treat Tenant's notice as an offer to terminate this Lease or Tenant's interest in the portion of the Premises specified and, thereupon, Landlord shall have the right to terminate the Lease (a) entirely, in the event of a proposed assignment or a sublease of the entire Premises for the remainder of the Lease Term, (b) as to the portion of the Premises which is the subject of a proposed sublease for more than seventy-five percent (75%) of the remainder of the Lease Term, or (c) as to the portion of the Premises which is the subject of a proposed sublease of more than seventy-five percent (75%) of the Premises for any period, as specified in Tenant's notice. For purposes of this Section 14.3, (i) the term of a proposed sublease shall include all options to extend or renew, and (ii) a proposed sublease shall be deemed to be for the remainder of the Lease Term if the term of the proposed sublease will expire within one (1) year of the end of the Lease Term. If Tenant's notice specifies all of the Premises and Landlord elects to terminate, this Lease shall terminate on the date stated in the notice given by Tenant pursuant to Section 14.1 above, subject to any obligations which have accrued and are unfulfilled as of such date. If Tenant's notice specifies less than all of the Premises and Landlord elects to terminate, this Lease shall terminate on the date stated with respect to that portion of the Premises, and Base Rent and Tenant's Percentage Share shall be adjusted, based upon the area retained by Tenant after the termination, compared to the total area of the entire Premises excluding any areas of the Premises designated in the proposed sublease for ingress and egress and common areas. The Lease as so amended shall continue thereafter in full force and effect. Landlord and Tenant shall execute an amendment to this Lease specifying the new Premises, the adjusted Base Rent and Tenant's adjusted Percentage Share; provided, however, that failure by either party to execute such an amendment shall not affect the validity of this Lease.

14.4 Excess Rents. Except as provided in the last sentence of Section 14.1 above, any Excess Rents (defined below) payable pursuant to any assignment or subletting shall be paid to Landlord and Tenant on a fifty-fifty (50-50) basis. Landlord shall have the right to impose terms and conditions on its consent to any assignment or subletting to assure the accounting and payment of Landlord's share of Excess Rents. "Excess Rents" shall mean any and all rents, payments, charges and other considerations to be received by Tenant upon an assignment or subletting of all or any portion of the Premises which are in excess of the Rents payable by Tenant to Landlord under this Lease after the recovery by Tenant of reasonable and customary amounts for brokerage commissions, legal expenses, and tenant improvement costs, to the extent such items have been actually incurred by Tenant in connection with the subject assignment or sublease.

16.1 Subordination. This Lease is subordinate to any and all mortgages and/or deeds of trust ("Encumbrances") now of record against the Land and/or the Building. Tenant shall, upon the request of Landlord, execute any instrument reasonably necessary or desirable to (a) acknowledge the subordination of this Lease to any existing mortgages or deeds of trust, or (b) subordinate this Lease and all of Tenant's rights hereunder to any and all Encumbrances hereafter recorded against the Land and/or the Building; provided, however, Tenant may require as a condition to any subordination in (b) above that the holder of any future Encumbrance agree to not disturb Tenant's possession of the Premises under the terms of this Lease in the event such holder acquires the Premises pursuant to foreclosure or otherwise. In addition to requiring nondisturbance protection as provided in the preceding sentence, as to any future Encumbrance arranged by the original Landlord under this Lease or by any entity affiliated with such original Landlord, then Tenant may require that (1) Landlord has made a collateral assignment to the holder of any future Encumbrance of the Letter of Credit provided that Landlord may retain all rights to such Letter of Credit unless and until there has been a default on the part of Landlord in connection with such Future Encumbrance and (2) the holder of any future Encumbrance which takes an assignment of the Letter of Credit agrees in writing that such assignment, for so long as the same is in effect, shall be regarded as having possession of that portion of the Security Deposit which is represented by the Letter of Credit.

16.2 Attornment. In the event any proceedings are brought for foreclosure or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall, at the option of such purchaser, attorn to the purchaser upon any such foreclosure or sale and shall recognize such purchaser as the Landlord under this Lease, provided such purchaser agrees in writing to assume all obligations of Landlord under this Lease accruing following such sale or purchase and provides a copy of such agreement to Tenant.

16.3 Approval by Lender. Tenant acknowledges that any future holder of an Encumbrance may retain the right to approve the terms and provisions of this Lease. Tenant agrees that, in the event such holder shall require any modification of this Lease in order to protect its security interest in the Premises; provided, however, no modification of this Lease shall materially increase Tenant's obligations under this Lease or impose requirements upon Tenant which are more burdensome.

a. The failure by Tenant to make any payment of Rent or any other payment required hereunder within five (5) days from the date the same is due and payable;

b. Tenant abandons the Premises for a continuous period of at least thirty (30) days;

c. The failure of Tenant to observe, perform or comply with any of the conditions or provisions of this Lease for a period, unless a longer period is otherwise provided herein, of thirty (30) days after written notice, or if such default cannot be cured within that time, then such additional time as may be reasonably necessary if within such thirty (30) days Tenant has commenced and is diligently pursuing such activities as are necessary to cure the default; and

d. Tenant becomes the subject of any bankruptcy, reorganization or insolvency proceeding, whether voluntary or involuntary, and, in the case of an involuntary bankruptcy proceeding, Tenant fails to cause the same to be dismissed within sixty (60) days following that date of the filing of such bankruptcy.

20.1 Termination. Upon any default by Tenant, Landlord shall have the right (but not the obligation) to terminate this Lease and Tenant's right to possession of the Premises. If Landlord has given Tenant any written notice pursuant to Section 19 above, then Landlord shall not be required to give Tenant any additional notice terminating this Lease. Upon termination of this Lease, Landlord shall have the right to recover from Tenant:

The "worth at the time of award" of the amounts referred to in subparagraphs (a) and (b) of this Section 20.1 is computed by allowing interest at an annual rate equal to the greater of: ten percent (10%); or five percent (5%) plus the rate established by the Federal Reserve Bank of San Francisco, as of the twenty-fifth (25th) day of the month immediately preceding the default by Tenant, on advances to member banks under Sections 13 and 13(a) of the Federal Reserve Act, as now in effect or hereafter from time to time amended, not to exceed the maximum rate allowable by law.

20.2 Continuance of Lease . Upon a default by Tenant and unless and until Landlord elects to terminate this Lease pursuant to Section 20.1 above, this Lease shall continue in effect after the default by Tenant, and Landlord may enforce all rights and remedies under this Lease, including, without limitation, the right to recover payment of Rents as they become due. Neither efforts by Landlord to mitigate damages caused by a default by Tenant nor the acceptance of any Rents shall constitute a waiver by Landlord of any of Landlord's rights or remedies, including the rights and remedies specified in this Section 20. It is intended that the remedy set forth in this Section 20.2 is to provide Landlord the rights set forth in California Civil Code Section 1951.4. The use restrictions set forth in Section 9 above shall apply to Landlord's rights under this Section 20.2 except to the extent Tenant proves under all circumstances that the enforcement of such restrictions would be unreasonable.

20.3 Reletting Premises . Upon a default by Tenant, Landlord may, at Landlord's election, re-enter the Premises and, without terminating this Lease, and at any time and from time to time, relet the Premises or any part or parts thereof for the account and in the name of Tenant or otherwise. Landlord may, at Landlord's election, eject Tenant or any of Tenant's subtenants, assignees or other person claiming any right in or through this Lease. Tenant shall nevertheless pay to Landlord on the due dates specified in this Lease all sums required to be paid by Tenant under this Lease, plus Landlord's expenses, less the proceeds of any sublease or reletting. Notwithstanding any prior reletting without termination, Landlord may later elect to terminate this Lease because of default by Tenant.

20.4 Right to Cure Tenant's Default . In the event Tenant fails to cure a default described under Section 19(b) within a period of thirty (30) days after written notice (unless a longer period of time is otherwise provided herein), Landlord may, in addition to all other rights and remedies under this Lease, to which Landlord may resort cumulatively or in the alternative, cure such default and demand reimbursement by Tenant of the cost actually incurred by Landlord in curing such default by Tenant, with interest thereon from the date such cost is incurred by Landlord until payment. All amounts due and payable to Landlord under this Section 20.4 shall constitute Rent under this Lease. The cure by Landlord of any default shall in no way be deemed a waiver or release of Tenant from any obligation under this Lease.

21.2 Holdover. Upon termination of the Lease or expiration of the term hereof, if Tenant retains possession of the Premises without Landlord's written consent first had and obtained, then Tenant's possession shall be deemed a tenancy at sufferance, and Landlord may bring an action for possession or detainer at any time thereafter. If Tenant holds possession of the Premises after the term of this Lease with Landlord's consent, Tenant shall become a tenant from month to month upon the terms and conditions as provided in this Lease except that Base Rent shall equal one hundred fifty percent (150%) of the Base Rent due during the last year of the Lease Term, payable in advance on or before the first day of each month. All options if any, granted under the terms of this Lease shall be deemed terminated and be of no effect during said month to month tenancy. Tenant shall continue in possession until such tenancy shall be terminated by either Landlord or Tenant giving written notice of termination to the other party at least thirty (30) days prior to the effective date of termination.

28.1 Time . Time is of the essence in this Lease and with respect to each and all of its provisions in which performance is a factor.

28.2 Successors and Assigns . The covenants and conditions herein contained, subject to the provisions as to assignment, apply to and bind the heirs, successors, executors and assigns of the parties hereto.

28.3 Recordation . Tenant shall not record this Lease or a short form memorandum hereof without the prior written consent of Landlord.

28.4 Landlord's Personal Liability. The liability of Landlord to Tenant for any default by Landlord under the terms of this Lease shall be limited to the interest of Landlord in the Building, and Tenant agrees to look solely to Landlord's interest in the Building for the recovery of any judgment, it being intended that Landlord (nor any of its partners) shall not be personally liable for any judgment or deficiency.

28.5 Separability . Any provisions of this Lease which shall prove to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision hereof and such other provision shall remain in full force and effect.

28.6 Choice of Law . This Lease shall be governed by the laws of the State

28.7 Attorneys' Fees . In the event any legal action is brought to enforce or interpret the provisions of this Lease, the prevailing party therein shall be entitled to recover all costs and expenses including reasonable attorneys' fees.

28.8 Interest . Any installment of Base Rent or any other sum due from Tenant under this Lease which is received by Landlord after thirty (30) days from when the same is due shall bear interest from said thirtieth (30th) day until paid at an annual rate equal to the greater of; (a) ten percent (10%); or (b) five percent (5%) plus the rate established by the Federal Reserve Bank of San Francisco as of the twenty-fifth (25th) day of the month immediately preceding the due date on advances to member banks under Sections 13 and 13(a) of the Federal Reserve Act, as now in effect or hereafter from time to time amended, not to exceed the maximum rate allowable by law. The accrual and/or acceptance of any interest shall not constitute a waiver of Tenant's default with respect to any overdue amount, nor prevent Landlord from exercising any of Landlord's other rights or remedies.

28.9 Notices . All notices and demands required to be sent to Landlord or Tenant under the terms of this Lease shall be personally delivered or sent by certified or registered mail, or by overnight carrier or fax transmission, to the addresses indicated above or to such other addresses as the parties may from time to time designate by notice.

28.10 Authorization. The persons signing this Lease on behalf of Avanex hereby represents and warrants to Landlord the following:

28.11 Prior Agreements . This Lease contains all of the agreements of the parties hereto, other than the Tenant Improvement Agreement, with respect to any matter covered or mentioned in this Lease, and no prior agreements or understandings pertaining to any such matters shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors-in-interest.

28.12 Quiet Enjoyment . If Tenant timely pays the Rents and other amounts provided in this Lease, and observes and performs all the covenants, terms, and conditions of this Lease, Tenant shall peaceably and quietly hold and enjoy the Premises for the Lease Term without interruption by Landlord or any person or persons claiming by, through or under Landlord, subject, nevertheless, to the terms and conditions of this Lease. Notwithstanding the foregoing, Tenant hereby acknowledges (a) that Landlord will be constructing Building C of the Project during Tenant's occupancy of the Building, (b) that during the course of such construction there may be additional noise, vibrations, and traffic, together with other elements normally attendant to construction, which may cause some temporary disruption to Tenant's use and enjoyment of the Premises, (c) that Tenant hereby waives any and all claims, costs, liabilities and damages which may result from such disruption, (d) that such disruption shall not constitute a constructive eviction nor Tenant shall be entitled to any abatement of Rents or other credits in connection therewith, and (e) that Tenant shall reasonably cooperate with Landlord, upon request, in connection with the construction of Building C.

28.13 Real Estate Commissions. The parties hereto acknowledge that only David Sandlin and Rob Shannon of Colliers International, as Landlord's broker, and John King and Jana Gluckman of BT Commercial, as Tenant's broker, (collectively, the "Brokers") are the only parties entitled to any commission or fees in connection with this Lease and that Landlord, pursuant to a separate agreement with David Sandlin and Rob Shannon of Colliers International, will pay the commissions becoming due in connection with this Lease. John King and Jana Gluckman of BT Commercial shall be entitled to one half of the fees payable to David Sandlin and Rob Shannon of Colliers International. Each of Landlord and Tenant hereby represents and warrants to the other that, other than to the Brokers, no real estate brokerage commission is payable to any person or entity in connection with the transaction contemplated hereby, and each party agrees to and does hereby indemnify and hold the other harmless against the payment of any commission to any person or entity claiming by, through or under the indemnifying party. This indemnification shall extend to any and all claims, liabilities, costs and expenses (including reasonable attorney fees and litigation costs) arising as a result of such claims and shall survive any termination of this Lease.

28.14 Joint and Several Liability. Each of the parties executing this lease as "Tenant" shall be jointly and severally liable for the performance of all of the Tenant's obligations under this Lease.