STANDARD OFFICE LEASE

Exhibit 10.1

KAVENISH IVANHOE, LTD LP

7817 IVANHOE

LA JOLLA, CA 92037

STANDARD OFFICE LEASE

TABLE OF CONTENTS

STANDARD OFFICE LEASE

ARTICLE 1

BASIC TERMS

This Article One contains the Basic Terms of this lease (“Lease”) between the Landlord and Tenant named below and defines various terms used in the Lease. Other Articles, Sections and Paragraph of the Lease referred to in this Article 1 explain and define the Basic Terms and are to be read in conjunction with the Basic Terms.

Section 1.4                                       Premises :   Suite 100 in the Project, having an area of approximately 7008 rentable square feet and located on the ground floor of the Project, as indicated by crosshatching on the site plan of the Project, attached hereto as Exhibit “A” and made part hereof.

Section 1.5                                       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 7817 Ivanhoe, La Jolla, CA 92037 and further described as Exhibit “A” (collectively, the “Project”).

Section 1.6                                       Lease Term :   (See Article 2) 15 (Fifteen) years and 0 (Zero) months following the Commencement Date as defined in Section 1.7.

Section 1.7                                       Commencement Date:    (See Article 2) The later to occur of:

(a)                                   Forty-eight (48) hours following the termination of the existing lease of the Premises between Landlord and the existing tenant, U.S. Bank (“U.S. Bank Lease”); provided, however, in the event the U.S. Bank Lease has not terminated on or before February 1, 2003, Lessee shall have the option to terminate this Lease on or before May 1, 2003, and upon such termination neither party shall have any further obligation to the other, except that each party shall be obligated to return to the other party any funds delivered to that party before the date of such termination. Landlord shall give Tenant notice of the termination of the U.S. Bank Lease, immediately upon Landlord’s receipt thereof;

(b)                                  February 1, 2003, provided Landlord has delivered possession of the Premises to Tenant; and

(c)                                   Following satisfaction of each of the contingencies set forth in Section 1.18 below.

Section 1.8                                       Permitted Uses :   (See Article 6.) General Office, financial services, and Bank Use, including but not limited to Automated Teller Machines (“ATM”).

Section 1.9                                       Tenant’s Guarantor :   (If None, so state.) None.

Section 1.10                                 Security Deposit :   (See Section 3.3) $16,000.00.

Section 1.11                                 Minimum Monthly Rent :   (See Section 3.1) Sixteen Thousand and no/100 Dollars ($16,000.00) per month, subject to adjustment as set forth in Section 3.2; provided, however, the Minimum Monthly Rent and any Additional Rent shall be abated until the later of (i) the Commencement Date, and (ii) February 1, 2003. No Minimum Monthly Rent shall be due or payable until all of the contingencies in Sections 1.7 and 1.18 have been satisfied.

Section 1.12                                 Tenant’s Pro Rata Share :   (See Article 4) 20.97%.

Section 1.13                                 Tenant’s Estimated Additional Rent :   $5,256.00 per month, initially, subject to change as provided in Article 4.

Section 1.14                                 Insurance Limit :            (See Section 17.3) ($1,000,000.00).

Section 1.15                                 Riders :            The following Exhibits are attached hereto and incorporated into this Lease:

Section 1.16                                 [Intentionally Omitted.]

Section 1.17                                 Parking :      Tenant shall be permitted to park cars in the area(s) designated by Landlord for parking pursuant to the attached Addendum. Tenant shall abide by any and all reasonable parking regulations and rules established from time to time by Landlord and Landlord’s parking operator. Except as set forth on the Addendum, Landlord reserves the right to separately charge Tenant’s guests and visitors for parking.

Section 1.18                                 Contingencies .

(a)                                   Tenant’s obligations pursuant to this Lease shall be contingent upon the full approval of the Federal Deposit Insurance Corporation (“FDIC”) and the Comptroller of the Currency of Lessee’s opening and operation of a banking office at the Premises. In the event Tenant does not receive such approval on or before February 1, 2003, or Tenant receives a disapproval, Tenant shall have the option to terminate this Lease on or before May 1, 2003, and upon such termination neither party shall have any further obligation to the other, except that each party shall be obligated to return to the other party any funds that were delivered to that party before the date of such termination.

(b)                                  On or before January 15, 2003, Landlord shall deliver to Tenant a copy of an HVAC inspection report by Jackson and Blanc, a certified HVAC specialist, identifying the current state of repair of the HVAC systems servicing the Premises and the repairs and non-routine maintenance recommended by Jackson & Blanc. Upon receipt of such report, Landlord and Tenant shall meet to agree upon those maintenance and repair items that Landlord shall complete and which shall not be invoiced to Tenant directly and/or indirectly as common area expenses. The agreed upon maintenance and repair to be completed by Landlord shall be memorialized by a written amendment to this Lease executed by both parties. In the event Landlord fails to timely deliver such report and/or parties cannot agree on or before February 1, 2003, upon the HVAC maintenance and repair items to be completed by Landlord, Tenant shall have the option to terminate this Lease on or before May 1, 2003, and upon such termination neither party shall have any further obligation to the other, except that each party shall be obligated to return to the other party any funds that were delivered to that party before the date of such termination.

(c)                                   Landlord acknowledges and agrees that, prior to the Commencement Date, Tenant shall have the right, but not the obligation, to enter onto the Project to conduct physical inspections of the Premises, the Project and the utilities supporting the Premises, including investigation of the existence of any mold and/or fungus on the Project and/or the Premises (the “Inspection”). To the extent Tenant elects to exercise such inspection right, Tenant shall contract for the Inspection within five (5) Business Days following receipt of the approvals set forth in Section 1.18(a) above, using an inspector selected by Tenant in Tenant’s sole and absolute discretion, and Tenant shall deliver a copy of the inspector’s written report to Landlord. Upon receipt of such report, Landlord and Tenant shall meet to agree upon those maintenance and repair items contained in the report that Landlord shall complete and which shall not be invoiced

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to Tenant directly and/or indirectly as common area expenses. The agreed upon maintenance and repair to be completed by Landlord shall be memorialized by a written amendment to this Lease executed by both parties. In the event the parties cannot, on or before seven (7) Business Days following Tenant’s delivery of the Inspection report to Landlord, agree upon the maintenance and repair items to be completed by Landlord, and/or the inspection report is unsatisfactory to Tenant in Tenant’s sole and absolute discretion, Tenant shall have the option to terminate this Lease on or before May 1, 2003, and upon such termination neither party shall have any further obligation to the other, except that each party shall be obligated to return to the other party any funds that were delivered to that party before the date of such termination.

Section 1.19                                 Normal Business Hours .  The term “Normal Business Hours” shall mean 9 a.m. through 5 p.m., Monday through Thursday; and 9 a.m. through 6 p.m., Monday through Friday, except for any holidays observed by the banking industry in the State of California; provided however, in the event Tenant elects to remain open for business on Saturday, Normal Business Hours shall include the hours designated by Tenant for Saturday business.

Section 1.20                                 Expiration of Offer .  Tenant’s delivery of executed copies of this Lease shall be deemed revoked, and the Lease shall have no force or effect, unless (i) the Lease is executed and initialed by Seller in all places provided herein, and (ii) the fully executed copies of the Lease are personally received on or before 5:00 p.m. on January 8, 2003, by Tenant’s counsel, Luce, Forward, Hamilton & Scripps LLP, at 600 West Broadway, Suite 2600, San Diego, California, 92101, Attn: Steven E. Otto, Esq., who is authorized to receive it.

ARTICLE 2

LEASE TERM

Section 2.1                                       Lease of Premises for Lease Term .  In consideration of the rents, covenants and agreements contained herein, Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord for the Lease Term. The Lease Term shall commence at 8:00 a.m. on the Commencement Date and extend for the period set forth in Section 1.6 as the Lease Term and shall terminate at 5:00 P.M. on the last day of the Lease Term (“Expiration Date”), unless sooner terminated under any provision hereof, except that if the Expiration Date as so calculated does not fall on the last day of a calendar month, the Lease Term shall be extended to the last day of the month in which the Expiration Date would otherwise occur and such date shall become the Expiration Date. When the Commencement Date and Expiration Date of the Lease have been ascertained, the parties shall immediately execute a confirmation of said dates and the Lease Term in the form and content as set forth in Exhibit “C” attached hereto and made a part hereof, provided that failure to execute such confirmation shall not affect the determination of such dates.

Section 2.2                                       [Intentionally Omitted.]

Section 2.3                                       Early Occupancy .  If Tenant occupies the Premises prior to the Commencement Date, Tenant’s occupancy of the Premises shall be subject to all of the provisions of this Lease, provided, however, Tenant’s Minimum Monthly Rent and Additional Rent shall be abated until the later of (i) the Commencement Date, and (ii) February 1, 2003. Early occupancy of the Premises shall not advance the Expiration Date of this Lease.

Section 2.4                                       Holding Over . Tenant shall vacate the Premises upon the expiration or earlier termination of this Lease. If Tenant remains in possession of all or any part of the Premises after the expiration of the Term hereof with the express written consent of Landlord, then such tenancy shall be from month-to-month only and not a renewal hereof or an extension for any further term, and in such case, Minimum Monthly Rent then in effect shall continue to be in effect and other monetary sums due hereunder shall be payable in the amount and at the time specified in this Lease, and such month-to-month tenancy shall be subject to every other term, covenant and agreement contained herein, except that the month-to-month tenancy will be terminable on thirty (30) days notice given at any time by either party. If Tenant remains in possession of all or any part of the Premises after the expiration of the Term hereof without the express written consent of Landlord, then no extension of the Lease Term shall be created thereby, and in such case the Minimum Monthly Rent then in effect shall be increased by fifty percent (50%) and other monetary sums due hereunder shall be payable in the amounts and at the times specified in the Lease.

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Section 2.5                                       Surrender of Premises . Upon the termination of this Lease, Tenant shall surrender the Premises to Landlord in the condition specified in and according to Section 10.5.

Section 2.6                                       Successors . All rights and liabilities herein given to, or imposed upon, the respective parties hereto shall extend to and bind the several respective heirs, executors, administrators, successors, and assigns of the said parties; and if there shall be more than one Tenant, they shall all be bound jointly and severally by the terms, covenants and agreements herein. No rights, however, shall inure to the benefit of any assignee or other transferee of Tenant unless the transfer has been approved by Landlord in writing as provided in Section 13.1 hereof.

ARTICLE 3

MINIMUM MONTHLY RENT

Section 3.1                                       Time and Manner of Payment .   Upon the first day of the first full calendar month of the Lease Term, Tenant shall pay Landlord the Minimum Monthly Rent and the Tenant’s Estimated Additional Rent in the amounts stated in Section 1.11 and Section 1.13 above for the first calendar month of the Lease Term and thereafter the Minimum Monthly Rent and Additional Rent shall be paid monthly on the first day of each and every month in advance without offset, deduction, or prior demand. All such rents and charges shall be payable at Landlord’s address or at such other place as Landlord may designate in writing. (See Schedule D) All Lease expirations, renewal dates, notices of options to renew, and any other provision hereof relating to the Commencement Date shall be determined by reference to the Commencement Date as herein defined.

Section 3.2                                       [Intentionally Omitted.]

Section 3.3                                       Security Deposit .

(a)                                   Upon the execution of this Lease, Tenant shall deposit with Landlord a cash Security Deposit in the amount set forth in Section 1.10 above. Landlord may, but shall not be obligated to apply all or part of the Security Deposit to any unpaid rent or other charges due from Tenant or to cure any other defaults of Tenant. If Landlord uses any part of the Security Deposit, Tenant shall restore the Security Deposit to its full amount within ten (10) days after Landlord’s written request. Tenant’s failure to do so shall be a material default under this Lease. No interest shall be paid on the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from its other accounts and no trust relationship is created with respect to the Security Deposit.

(b)                                  [Intentionally Omitted.]

(c)                                   Landlord may deliver the funds deposited hereunder by Tenant to a purchaser of Landlord’s interest in the Premises, in the event that such interest be sold; and thereupon Landlord shall be discharged from any further liability with respect to such Security Deposit, except as may otherwise be agreed upon in writing.

Section 3.4                                       Termination; Advance Payments .   Upon termination of this Lease under Article 11 (Damage or Destruction), Article 12 (Condemnation) or any other termination not resulting from Tenant’s default, and after Tenant has vacated the Premises in the manner required by this Lease, an equitable adjustment shall be made concerning advance rent, any other advance payments made by Tenant to Landlord, and accrued real property taxes, and, within thirty (30) days following such termination, Landlord shall refund the unused portion of the Security Deposit to Tenant or Tenant’s successor.

Section 3.5                                       Late Charges .   Tenant hereby acknowledges that late payment by Tenant to Landlord of rent and other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult and costly to ascertain. Such costs include, but are not limited to, processing, administrative and accounting charges, and late charges which may be imposed on Landlord by the terms of any mortgage or trust deed covering the Premises. Accordingly, if any installment of rent or any other sum due from Tenant shall not be received by Landlord or Landlord’s designee within ten (10) days after such amount shall be due, Tenant shall pay to Landlord a late charge as liquidated damages as

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that terms is used in Section 1671 of the California Civil Code, equal to ten percent (10%) of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Landlord will incur as a consequence of late payment by Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant’s default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder.

ARTICLE 4

ADDITIONAL RENT

Section 4.1                                       Additional Rent .   In addition to paying the Minimum Monthly Rent specified in Section 1.11, Tenant shall pay on a monthly basis as additional rent Tenant’s Pro Rata Share of the Direct Expenses, hereinafter defined. That additional rent, together with other amounts of any kind (other than Minimum Monthly Rent) payable by Tenant to Landlord under the terms of this Lease, shall be collectively referred to in this Lease as “Additional Rent.” All amounts due under Article 4 as Additional Rent are payable for the same periods and in the same manner, time and place as the Minimum Monthly Rent. Without limitation on other obligations of Tenant that survive the expiration of the Lease Term, Tenant’s obligations to pay the Additional Rent provided for in this Article survive the expiration of the Lease Term.

Section 4.2                                       Definitions Particular to This Article .

(a)                                   “Base Year” means the period January 1, 2002 through December 31, 2002.

(b)                                  “Direct Expenses” means Operating Expenses plus Tax Expenses, as defined hereinafter.

(c)                                   “Expense Year” means each calendar year in which any portion of the Lease Term falls, through and including the calendar year in which the Lease Term expires.

Section 4.3                                       Pro Rata Share .   Tenant’s Pro Rata Share as used in this Lease is based upon the ratio of the rentable square feet of the Premises to the total rentable square feet of the entire Project. Tenant agrees that Tenant’s Pro Rata Share set forth in Section 1.12 is correct.

Section 4.4                                       Changes in Pro Rata Share .   The percentage set forth in Section 1.12 is Tenant’s Pro Rata Share as of the Commencement Date and is subject to change in the event of changes in the rentable square footage of the Premises in the Project. Such changes occurring during any monthly period shall be effective on the first day of the next succeeding monthly period, and the amount of any rentable square footage in effect for the whole of any quarterly period shall be the average of the total amounts in effect on the first day of each calendar month in such quarterly period.

Section 4.5                                       Operating Expenses .   Subject to the exclusions of Section 4.8 below, “Operating Expenses” means all expenses, costs, and amounts typically passed through as operating expenses to tenants in San Diego County for buildings of comparable quality, size and location, and that Landlord pays or incurs during any Expense Year because of or in connection with the ownership, operation, management, maintenance, repair, replacement of the Project. Operating Expenses include, but are not limited to :

(a)                                   The cost of supplying any utilities to the Common Areas of the Project.

(b)                                  The cost of operating, managing, maintaining and repair the following systems: HVAC, security, utility, mechanical, sanitary, storm drainage, escalator and elevator; specifically excluding, however, any such Systems and/or utilities that solely serve other premises within the Building.

(c)                                   The cost of supplies and tools and of equipment, maintenance and service contracts in connection with those systems.

(d)                                  The cost of licenses, certificates, permits and inspections.

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(e)                                   The cost of contesting the validity or applicability of any government enactments that may affect the Operating Expenses.

(f)                                     The costs incurred in connection with the implementation and operation of a waste removal and recycling program, including but not limited to, any recycling programs required by law.

(g)                                  The cost of insurance carried by Landlord, in amounts reasonably determined by Landlord, but in no event less than the limits set forth in Article 18 below, and expect as expressly excluded from Operating Expenses as set forth in Section 4.8 below.

(h)                                  Fees, charges and other costs including management fees (or amounts in lieu of such fees), consulting fees, legal fees and accounting fees of all persons engaged by Landlord in connection with the operation, management, maintenance and repair of the Project including janitorial services; provided, however the monthly total of such fees, charges and other costs shall not exceed five percent (5%) of the Minimum Monthly Rent.

(i)                                      The cost of parking area maintenance, repair and restoration, including resurfacing, repainting, restriping and cleaning.

(j)                                      Reasonable wages, salaries and other compensation and benefits of all persons engaged in the operation, maintenance or security of the Building plus employer’s Social Security taxes, unemployment taxes, insurance and any other taxes imposed on Landlord that may be levied on those wages, salaries and other compensation and benefits. If any of Landlord’s employees provide services for move than one building of Landlord, only the prorated portion of those employees’ wages, salaries, other compensation and benefits and taxes reflecting the percentage of their working time devoted to the Project shall be included in Operating Expenses.

(k)                                   [Intentionally Omitted.]

(l)                                      Amortization (including interest on the unamortized cost at a rate equal to the floating commercial loan rate announced from time to time by Bank of America N.A. as its prime rate plus three (3) percentage points per annum) of the cost of acquiring or renting personal property used in the maintenance, repair and operation of the Project.

(m)                                The cost of capital improvements or other costs incurred in connection with the Project that (1) are intended as a labor-saving device or to effect other economies in the maintenance or operation of, or stability of services to, all or substantially all of Project or (2) are required under any government law or regulation but that were not required in connection with the Project when permits for the construction of the Project were obtained. All permitted capital expenditures shall be amortized (including interest on the unamortized cost at the rate stated in subparagraph (1)) over their useful life, as reasonably determined by Landlord.

Section 4.6                                       [Intentionally Omitted.]

Section 4.7                                       Tax Expenses .   “Tax Expenses” means all federal, state, county or local government or municipal taxes, fees, charges or other impositions of every kind (whether general, special, ordinary, or extraordinary) that are paid or incurred by Landlord during any expense year (without regard to any different fiscal year used by any government or municipal authority) because of or in connection with the ownership, leasing and operation of the Project. These expenses include taxes, fees and charges such as real property taxes, general and special assessments, transit taxes, leasehold taxes and taxes based upon the receipt of rent (including gross receipts or sales taxes applicable to the receipt of rent, unless required to be paid by Tenant); personal property taxes imposed on the fixtures, machinery, equipment, apparatus, systems and equipment; appurtenances; furniture; and other personal property used in connection with the Project.

Section 4.8                                       Items Excluded From Operating Expenses .   Notwithstanding the foregoing to the contrary, for purposes of this Lease “Operating Expenses” will not include: (a) Landlord’s federal or state income, franchise, inheritance or estate taxes or gross receipts tax; (b) any ground lease rental; (c) attorneys’ fees, space planner’s fees, and other costs and expenses incurred solely in connection with Landlord’s negotiations or disputes with present or prospective tenants of the Building; (d) except for the administrative/management fees and costs described in Paragraphs 4.5(h) and 4.5(j) above, costs of Landlord's general corporate overhead, (e) all items

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and services for which Tenant or any other tenant in the Building directly reimburses Landlord in full (other than through operating expense pass-through provisions); (f) electric power costs or any other extraordinary services for which any tenant directly contracts with and pays directly the local public service company; (g) Landlord’s charitable or political contributions, (h) Landlord’s bad debt loss, rent loss or reserves or bad debt or rent loss , (i) wages and salaries of employees who do not devote substantially all of his or her employed time to the Building or Project unless such wages and benefits are prorated to reflect time spent providing work or services in connection with the Building or project as opposed to time spent on matters unrelated to the Building or Project, (j) any compensation paid to Landlord’s clerks, attendants or other persons in commercial concessions at the Building operated by Landlord, (k) costs to remove Hazardous Materials, mold and/or mildew present at the Building in violation of Hazardous Materials, mold and/or mildew laws and/or regulations, to the limited extent either (i) the presence of such as Hazardous Materials, mold and/or mildew was caused by the acts of Landlord and/or other tenants of Landlord, or (ii) such Hazardous Materials, mold and/or mildew were present at the Building prior to the date Tenant first takes possessions of the Premises and such presence is not due to the gross negligence or willful misconduct of Tenant and such presence was in violation of applicable environmental, mold and/or mildew laws in effect as of the date Tenant first takes possession of the premises, (I) amounts paid to Landlord’s subsidiaries or affiliates for Building services to the extent that such payments exceed the charges for comparable services rendered by an unaffiliated third party of comparable skill, competence, stature and reputation, (m) Landlord’s entertainment and dining expenses, (n) Landlord’s membership fees or dues payable to trade associations, and industry associations or similar associations; (o) tenant improvements or tenant alterations to tenant spaces in the Building, (p) costs incurred by Landlord (including attorneys’ fees) resulting solely from Landlord’s default in its lease obligations to a Building tenant, (q) flowers, gifts, balloons or similar items provided to any entity, including Tenant, or other tenants, employees, vendors, contractors, prospective tenants or agents, (r) advertising and promotional expenditures primarily directed towards leasing tenant space in the Building and the costs of signs in or on the Building (except for Building directories) identifying the owner of the Building, if there is any such sign, (s) costs incurred or cash consideration paid in renovating or otherwise decorating, painting or redecorating space for tenants or prospective tenants of the Building; providing however that such exclusion does not remove from Operating Expenses the costs of ordinary maintenance supplied to tenants of the Building or the costs for renovating or otherwise improving, decorating, painting or redecorating the Common Areas of the Building, (t) the costs of any “tenant relations” parties, events or promotions, (u) tax penalties incurred solely as a result of Landlord’s negligence or inability in timely paying taxes or filling any tax or informational returns, when due, (v) job advertising costs for the hiring of personnel within Landlord’s or Landlord’s managers staff, (w) leasing brokerage commissions, (x) expenses in connections with the ground floor, or other floor, in the Building to the extent devoted to retail operations unless the square footage thereof is included in the rentable square footage computation for the Building, (y) any recalculations of or additional Operating Expenses actually incurred more than three (3) years prior to the year in which the Landlord proposes that such costs be included, (z) depreciation, interest and principal payments on mortgages or ground lease payments, specifically excluding, however, any amortization of repair and/or other items permitted pursuant to Section 4.5(m) above; (aa) costs, other than those incurred in ordinary maintenance or repair, for sculpture, paintings or other art objects in the Building, (bb) costs associated with the operation of the business of the partnership or entity which constitutes Landlord, as the same are distinguished from cost relating to the Building or Project, including such costs not relating to the Building or Project for partnership or corporate accounting and legal matters, defending lawsuits with mortgagees or for selling, syndicating, financing, mortgaging or hypothecating Landlord’s interest in the Building, (cc) management fees in excess of those authorized pursuant to Section 4.5(h) above for the full range of management services provided by Landlord (and any management companies whose services were engaged by Landlord) to the Building for the applicable year in question at a level of quality equal to the highest quality management services then being offered in comparable office buildings; (dd) attorneys’ fees and costs incurred solely in connection with disputes between Landlord and the other owners of Buildings in the vicinity of the project, (ee) any cost and/or expenses incurred by Landlord to improve the non-structural character of the building, including but not limited to interior and exterior painting and/or surface treatments, landscaping improvements, decorative items and/or fixtures, new replacements doors to Premises and Building, restriping and painted designation of tenant parking spaces, and any other related items, as part of the program of renovation conducted by Landlord during the first eighteen (18) months of the Lease Term; (ff) the premiums for any policies of insurance and/or

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insurance endorsements providing insurance coverage for events of earthquakes and the discovery, removal and/or abatement of mold and/or mildew at the Project; (gg) the premiums for any policies of insurance and/or insurance endorsements for rental interruption for the benefit of Landlord; (hh) any obligations of Landlord to reimburse Tenant or any other tenant for maintenance of Landlord’s insurance obligations for the Project, including but not limited to the manner set forth in Section 18.1(c) below; (ii) any obligations of Landlord to indemnify Tenant pursuant to Section 19.22 below; (jj) any maintenance and/or repair obligations of Landlord identified pursuant to 1.18 above, and (kk) except as included in Operating Expenses pursuant to Section 4.5(m) above, capital improvements.

Section 4.9                                       Included Tax Expenses .   Tax Expenses shall include:

(a)                                   Any assessment, tax, fee, levy or charge in addition to, or in partial or total substitution of, any assessment, tax, fee, levy or charge previously included within the definition of “real property tax.” Tenant and Landlord acknowledge that Proposition 13 was adopted by the voters of the State of California in June 1978 and that assessments, taxes, fee, levies and charges may be imposed by government agencies for services such as fire protection; street, sidewalk and road maintenance; conservation; refuse removal; and other government services formerly provided without charge to property owners of occupants. In further recognition of the decrease in the level and quality of government services and amenities as a result of Proposition 13 (or as a result of any legislative or governmental assessing body), Real Property Taxes shall also include any government cost-sharing assessments (or the Building’s contribution toward a government cost-sharing agreement) for the purpose of augmenting or improving the quality of services and amenities normally provided by government agencies. Tenant and Landlord intend that all new and increased assessments, taxes, fees, levies and charges and all similar assessments, taxes, fees, levies and charges be included within the definition of “Real Property Taxes” for purposes of this Lease.

(b)                                  Any assessment, tax, fee, levy or charge allocable to, or measured by, the area of the premises or the rent payable under this Lease, or on or relating to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion of the Premises.

(c)                                   Any assessment, tax, fee, levy or charge on this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises.

(d)                                  Any possessory taxes charged or levied in place of real property taxes.

Section 4.10                                 Personal Property Taxes .

(a)                                   Tenant shall pay prior to delinquency all taxes charged against trade fixtures, furnishings, equipment or any other personal property belonging to Tenant. Tenant shall attempt to have such personal property taxed separately from the Premises.

(b)                                  If any such taxes an Tenant’s personal property are levied against Landlord or Landlord’s property, or if the assessed value of the Premises is increased by the inclusion therein of a value placed upon such personal property or trade fixtures of Tenant, then Landlord, after written notice to Tenant, shall have the right to pay the taxes based upon such increased assessments, regardless of the validity thereof, but only under proper protest if requested by Tenant in writing. If Landlord shall do so, then Tenant shall, upon demand, repay to Landlord the taxes levied against Landlord, or the proportion of such taxes resulting from such increase in the assessment. In any such event, however Tenant, at Tenant’s sole cost and expense, shall have the right, in the name of Landlord and with Landlord’s full cooperation, to bring suit in any court of competent jurisdiction to recover the amount of any such taxes so paid under protest.

(c)                                   If any of Tenant’s personal property is taxed with the Property, Tenant shall pay Landlord the taxes for the personal property within fifteen (15) days after Tenant receives a written statement from Landlord for such personal property taxes.

Section 4.11                                 Contest Costs; Refunds . Any expenses incurred by Landlord in attempting to protest, reduce or minimize Tax Expenses shall be included in Tax Expenses in the Expense Year in which those expenses are paid. Except for tax refunds resulting from a Proposition 8

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reduction , tax refunds shall be deducted from Tax Expenses. Such tax refunds shall be deducted from Tax Expenses in the Expense Year in which they are received by Landlord.

Section 4.12                                 Utilities .   The premises are separately metered for electricity, and may separately meter the Premises for any other utilities. Tenant shall pay, directly to the appropriate supplier, the cost of all natural gas, light, power, sewer services, telephone, water refuse disposal and other utilities and services supplied to the Premises . If any services or utilities are jointly metered with other portions of the Project, Landlord shall determine and the Tenant shall pay, the Tenant’s pro rata share of the costs of such utilities and services, either with five (5) days of written request or monthly, based on Landlord’s estimate of such expenses, with each payment of Monthly Minimum Rent. The Tenant’s pro rata share for purposes of this Section shall be determined by the ratio of the rentable square footage of the Premises as compared to the rentable square footage of all the property subject to the common metering. In the event Tenant shall require such services or utilities in excess of that usually furnished or supplied for use of the Premises as general retail space, Tenant shall pay a reasonable proportion, to be determined by Landlord, of all such jointly metered charges. The Tenant shall pay such charges within five (5) days of notification of the amount by the Landlord. Landlord reserves the right to require Tenant to install and maintain, at Tenant’s sole expense, separate meters for any public utility servicing the Premises for which a separate meter is not presently installed.

Section 4.13                                 Collection of Project Costs .   Tenant shall pay Tenant’s Pro Rata Share of the Project’s Direct Expenses as provided under this Article 4 on a monthly basis. Such amounts shall be based upon Landlord’s reasonable estimate of the Direct Expenses for the Project for the current Expense Year and shall be paid as Additional Rent upon the basis described herein. Tenant shall pay to Landlord with each installment of Minimum Monthly Rent an amount equal to one-twelfth (1/12th) of the estimated amount due from Tenant as set forth in the Estimate, as defined hereinafter. Such payments shall be paid to Landlord and held in an impound account with no obligation to pay the Tenant interest thereon.

Section 4.14                                 Estimate Statement .   Landlord shall provide to Tenant an expense estimate statement (“Estimate”) for each calendar year which shall set forth Landlord’s reasonable estimate of the total amount due from Tenant for the current or next ensuing Expense Year.

Section 4.15                                 Changes to Estimate .   During the first six (6) months of each calendar year, Landlord may provide a new Estimate for that year to Tenant indicating any additional amount due from Tenant and Tenant agrees to pay such amount to Landlord in the form of a revised monthly payment divided equally over the balance of the calendar year.

Section 4.16                                 Expense Statement .   Landlord shall deliver to Tenant on or before the first day of April following the end of each Expense Year a statement (“Statement”) stating the Direct Expenses incurred or accrued for the preceding Expense Year and the amount paid by Tenant relating thereto. If the amount paid by Tenant is less than the amount due, Tenant agrees to pay such deficiency to Landlord within fifteen (15) days after receipt of the Statement. If the amount paid by Tenant for the prior year exceeds the amount due from Tenant, such overage shall be credited to amounts due from Tenant for the current year or, if the Expense Year occurs at the end of the Term, Landlord shall pay such amount directly to Tenant within fifteen (15) days after Tenant’s receipt of the Statement. Landlord’s failure to furnish the Statement for any Expense Year in a timely manner shall not prejudice Landlord or Tenant from enforcing its rights under this Article 4. The foregoing obligation shall survive the end of the Term for Direct Expenses accruing before the end of the Term. If Tenant defaults under this Lease, Landlord may apply any funds in the security deposit to any obligation then due under this Lease without waiving any other remedy available under the Lease or applicable law.

Section 4.17                                 Failure to Pay Credit/Deficiency .   A party’s failure to pay any deficiency required to be paid and/or credited to the other party within such fifteen (15) day period shall constitute a breach of this Lease and entitle the party entitled to such payment to any and all remedies available under this Lease or applicable law; provided, however, Tenant shall not have the remedy of offset against Minimum Monthly Rent or Additional Rent .

Section 4.18                                 Audit .   Within thirty six (36) months after Tenant’s receipt of a Statement from Landlord (“Review Period”), Tenant may deliver notice to Landlord stating that Tenant questions the calculation of Tenant’s Pro Rata Share of Direct Expenses for the period represented by such Statement. Within fifteen (15) business days following the date of

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Landlord’s receipt of such notice, Landlord and Tenant will confer and discuss Tenant’s questions and attempt to resolve any discrepancies in such calculation alleged by Tenant. If, in connection with such discussions, landlord and Tenant review any information in Landlord’s books or records, Tenant shall keep all such information strictly confidential. If Landlord and Tenant fail to resolve such alleged discrepancies within such fifteen (15) business day period, and Tenant disputes Tenant’s Pro Rata Share of Direct Expenses calculated as set forth in such Statement, then a certification as to the proper amount thereof (calculated pursuant to the terms of this Lease) shall be made as provided below at Tenant’s expense (except as provided below) by an independent certified public accountant mutually selected by Landlord and Tenant. Such accountant must be a member of a reputable accounting firm, and must not be compensated on a contingency fee basis, and must not charge a fee based on the amount of Direct Expenses or other rent or charges that such accountant is able to save Tenant. Neither the accountant nor the accountant’s accounting firm shall be providing primary accounting services to Landlord or Tenant, nor shall the accountant nor the accountant’s firm have provided primary accounting services to Tenant or Landlord within the three (3) year period immediately preceding the proposed certification nor have any other conflicts of interest. Landlord will reasonably cooperate with such accountant in providing the information upon which the certification is to be based and Landlord shall allow such accountant to inspect, during normal business hours in Landlord’s offices, Landlord’s books and records relating to the Direct Expenses for the period represented by the Statement in question. However, if Landlord requests, such accountant shall, prior to inspection or review of any of Landlord’s books and records, agree in a signed agreement that such accountant shall keep all such information strictly confidential. Such confidentiality agreement shall be in such commercially reasonable form and content as Landlord may require (“Confidentiality Agreement”). If the accountant’s certification proves that actual Direct Expenses, taken as a whole, set forth in such Statement were overstated by more than four percent (4%) then, the reasonable cost of the accountant’s certification shall be paid by Landlord up to a maximum amount of Ten Thousand Dollars ($10,000), after which time Landlord and Tenant shall share equally such costs. In all other events, the cost of such certification shall be borne by Tenant. If, for any reason, Landlord and Tenant fail to mutually select the independent certified public accountant as described above within twenty (20) days following the expiration of the fifteen (15) business day discussion period described above, then each party shall select an independent certified public accountant (satisfying the foregoing criteria) at their separate costs and expense, and the two selected independent certified public accountants shall select, with fifteen (15) days thereafter, an independent certified public account (“CPA”) meeting the same criteria as set forth above (for the independent certified public accountant to have been mutually selected by Landlord and Tenant) The CPA shall have a period of forty five (45) days following its selection by the separately selected accountants to make the certification described above that otherwise would have been made by the independent certified public accountant to have been mutually selected by Landlord and Tenant. During the CPA’s forty five (45) day review period, it shall have the right, during normal business hours, to inspect in Landlord’s offices Landlord’s books and records to the limited extent of those portion thereof relating to the calculation of Tenant’s Pro Rata Share of Direct Expenses for the period represented by the Statement in question. However, prior to the CPA’s review of any such books and records, Landlord shall have the right to require the CPA to agree in a signed Confidentiality Agreement that the CPA shall keep all information contained in Landlord’s books and records strictly confidential. The costs of the CPA’s certification shall be borne by Landlord of Tenant, as applicable, pursuant to the same provisions above regarding the outcome of certification if such certification had been made by an independent certified public accountant mutually selected by Landlord and Tenant. Following the party’s receipt of such certification from the mutually selected independent certified public accountant or the CPA, as applicable, Landlord shall reimburse to Tenant the Direct Expense amounts, if any, determined to have been overpaid by Tenant for the calendar year reflected in the Statement. Landlord shall maintain records of Direct Expenses for a given calendar year for a minimum of thirty six (36) months following Landlord’s delivery to Tenant of the Statement for such calendar year. Notwithstanding the pendency of the above described process, Tenant shall continue to pay all rent (including, without limitation, the estimates and actual amounts of Tenant’s Pro Rata Share of Direct Expenses and no rent shall be tolled or abated during such pendency.

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ARTICLE 5

CONSTRUCTION OF PREMISES

Section 5.1                                       Tenant Improvements .   Tenant hereby represents and warrants to Landlord that Tenant has inspected the Premises and accepts such Premises in the condition existing as of the Effective Date hereof. Tenant shall have the right to install fixtures, equipment and shall perform any work set forth in the tenant improvement drawings approved by Landlord, as set forth on Exhibit “B” attached hereto and incorporated herein, and as set forth in Section 9.3 below (collectively, the “Tenant’s Work”) upon delivery of the Premises to Tenant using contractors approved by Landlord pursuant to Section 9.3 and shall diligently pursue such installation and performance to completion. All Tenant’s Work will be performed by Tenant at Tenant’s expense.

Within the earlier of thirty (30) days of execution of this Lease by Landlord of fifteen (15) days of Landlord’s written request to do so, Tenant shall deliver plans and specifications with respect to the Tenant improvements to Landlord or Landlord’s architect. Said plans and specifications shall conform in all respects with the agreements of Landlord and Tenant as outlined in Exhibit “B” hereto.

Section 5.2                                       Changes and Additions to Buildings .   Landlord hereby reserves the right at any time to make alterations or additions to and to build additional stories on the Project. Landlord also reserves the right to construct other buildings or improvements in or about the Project from time to time and to make alterations thereof or additions thereto and to build additional stories on any such building or buildings and to build adjoining same. Easements for light and air are not included in the leasing of these Premises to Tenant. Landlord further reserves the exclusive right to the roof excepts as provided in this Lease.

Section 5.3                                       Right to Adjust, Relocate and Remodel .

(a)                                   Adjustments .   The purpose of the site plan attached hereto as Exhibit “A” is to show the approximate location of the Premises. Notwithstanding any other provision contained in this Lease, Landlord reserves the right at any time to relocate, vary and adjust the size of the various buildings, automobile parking areas, and other Common Areas as shown on said site plan.

(b)                                  [Intentionally Omitted.]

(c)                                   Project Remodel .   Landlord may in the future remodel or refurbish portions of the Project outside of the Premises. The remodeling and/or refurbishing will be done in accordance with the proper architect’s design specifications which will be reviewed and approved by Landlord and copies of such drawings will be made available to Tenant. Tenant agrees that Tenant will not, through any act or omission on the part of Tenant, in any way hinder, impede, or frustrate the efforts of the Landlord in completing such remodeling or refurbishing in a timely fashion. Such remodeling and/or refurbishing shall not unreasonably interfere with the use of the Premises by Tenant or Tenant’s customers.

ARTICLE 6

USE OF PREMISES

Section 6.1                                       Permitted Uses .   Tenant shall use the Premises solely for the “Permitted Use” as defined in Section 1.8. Tenant shall not use or permit the Premises to be used for any other purpose without Landlord’s prior written consent, which may be granted or withheld in Landlord’s reasonable discretion.

Section 6.2                                       Manner of Use .

(a)                                   Interference with Use/Nuisance .   Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with or infringe on the rights of other occupants or customers of the Project, or injure or annoy them, or use or allow the Premises to be used for the improper, immoral, or objectionable purposes; nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premise or commit or suffer to be

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committed any waste in, on or about the Premises. Tenant shall not be liable to Landlord, and Landlord shall not be liable to Tenant, for any other occupant’s failure so to conduct itself.

(b)                                  Violation of Law/Insurance Provisions .   Tenant shall not do or permit to be in or about the Premises, nor bring, keep or permit to be brought or kept therein, anything which is prohibited by or 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, or which is prohibited by any standard form of fire insurance policy or will in any way increase the existing rate of or affect any fire or other insurance upon the building or any part thereof or any of its contents, or cause a cancellation of any insurance policy covering the building or any part thereof or any of its contents. Tenant shall comply with all governmental laws, ordinances and regulations applicable to the Premises, and the requirements of any Board of Fire Underwriters or other similar body now or hereafter instituted, with any order or, directive issued pursuant to any law, ordinance or regulation by any public officer insofar as the same relates to or affects the condition, use or occupancy of the Premises, including but not limited to, requirements of structural changes related to or affected by Tenant’s acts, occupancy or use of the Premises, all at Tenant’s sole expense. The judgment of any court of competent jurisdiction or the admission of Tenant in any action against Landlord, whether or not Tenant is a party to such action, shall be conclusive in establishing such violations between Landlord and Tenant.

(c)                                   Permits . Tenant shall obtain and pay for all permits required for Tenant’s occupancy of the Premises and shall promptly take all substantial and nonsubstantial actions necessary to comply with all applicable statutes, ordinances, rules, regulations, orders and requirements regulating the use by Tenant of the Premises, including the Occupational Health and Safety Act, and the Americans with Disabilities Act.

(d)                                  [Intentionally Omitted.]

(e)                                   Solicitation of Business .   Tenant and Tenant’s employees and agents shall not solicit business in the parking or other Common Areas, nor shall Tenant distribute any handbills or other advertising matter in automobiles parked in the parking area or in other Common Areas.

ARTICLE 7

HAZARDOUS MATERIALS

Section 7.1                                       Prohibition .   Tenant shall not cause or permit any Hazardous Material (as hereinafter defined) to be brought upon, kept, manufactured, stored or used in or about or transported to or from the Premises or Project by Tenant, its agents, employees, contractors or invitees without the prior written consent of Landlord which may be withheld in Landlord’s reasonable discretion. Tenant shall comply with all affirmative legal requirements concerning any Hazardous Materials so permitted by Landlord. If Tenant breaches the obligation stated in the preceding sentences, or if the presence of Hazardous Materials on the Premises or Project caused or permitted by Tenant (including Hazardous Materials specifically permitted and identified below) results in a release of a hazardous substance or Hazardous Material, a discharge of a pollutant or contaminant or any other contamination of the Premises resulting in a potential violation of or incurrence of liability under any law, regulation, rule or ordinance, or if contamination of the Premises by a Hazardous Material otherwise occurs for which Tenant is legally liable to Landlord for damage resulting therefrom, then Tenant shall indemnify, protect, defend and hold Landlord, its agents, lenders, contractors and any ground lessor harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities, injunctive actions or orders, or losses including without limitation diminution in value of the Premises or Project, damages for the loss or restriction on use of rentable or usable space or of any amenity of the Premises or Project, damages arising from any adverse impact on marketing of space in the Premises or Project and sums paid in settlement of claims. “response costs” as defined in the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), attorney’s fees, consultant fees and expert fees, which arise during or after the Lease Term as a result of such contamination.

Section 7.2                                       Clean-up .   The indemnification by Tenant pursuant to Section 7.1. above includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal state or

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local governmental agency or political subdivision because of Hazardous Material present in the soil or ground water on or under the Premises or Project or emanating from the Premises or Project. Without limiting the foregoing, if the presence of any Hazardous Material on the Premises or Project caused or permitted by Tenant results in any contamination of the Premises or Project, Tenant shall promptly take all actions at its sole expense as are necessary to return the Premises or Project to the condition existing prior to the introduction of any such Hazardous Material to the Premises or Project, provided that Landlord’s approval of such action shall first be obtained, which approval shall not be unreasonably withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises or Project.

Section 7.3                                       Business .   Landlord acknowledges that it is not the intent of this Article to prohibit Tenant from operating its business as described above. Tenant may operate its business so long as the use or presence of Hazardous Material is (i) limited to types and amounts that would be customary for an office the size of the Premises, and (ii) is strictly and properly monitored according to all applicable governmental requirements.

Section 7.4                                       Termination of Lease .   Notwithstanding the provisions of Section 7.1 above, Landlord shall have the right to terminate the Lease in Landlord’s reasonable discretion if (i) any anticipated use of the Premises by Tenant involves the generation of storage, use, treatment or disposal of Hazardous Material; (ii) Tenant has been required by any lender or governmental authority to undertake removal or remedial action in connection with Hazardous Material on the Premises if the presence of Hazardous Materials resulted from Tenant’s action or use of the Premises; or (iii) Tenant is subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material on the Premises.

Section 7.5                                       Assignment and Subletting .   Notwithstanding the provisions of Section 7.1 above, if (i) any anticipated use of the Premises by any proposed assignee or sublessee involves or reasonably could involve the generation or storage, use, treatment or disposal of Hazardous Material in a manner or for a purpose prohibited by any law, regulation, rule or ordinance; (ii) the proposed assignee or sublessee has been required by any prior landlord, lender or governmental authority to undertake removal or remedial action in connection with any Hazardous Material on a property if the presence of the Hazardous Material resulted from such party’s action or use of the property in questions; or (iii) the proposed assignee or sublessee is subject to an enforcement order issued by any governmental authority in connection with the use, disposal or storage of a Hazardous Material, it shall not be unreasonable for Landlord to withhold its consent to an assignment or subletting to such proposed assignee or sublessee. This paragraph shall not preclude other grounds for Landlord’s rejection of a sublease or assignment pursuant to any other provisions of this Lease.

Section 7.6                                       Landlord’s Right to Perform Tests .   At any time prior to the expiration of the Lease Term, Landlord shall have the right to enter upon the Premises during Normal Business Hours in order to conduct appropriate tests of water and soil and to deliver to Tenant the results of such tests to demonstrate that levels of any Hazardous Materials in excess of permissible levels has occurred as a result of Tenant’s use of the Premises and which tests shall be at the expense of Tenant so long as Landlord has a reasonable concern that such Hazardous Materials exist. Tenant shall further be solely responsible for and shall defend, indemnify and hold the Landlord, Landlord’s lenders, its agents and contractors harmless from and against all claims, costs and liabilities including actual attorneys’ fees and costs, arising out of or in connection with any removal, remediation, clean up, restoration and materials required hereunder to return the Premises and any other property of whatever nature to their condition existing prior to the appearance of the Hazardous Materials.

Section 7.7                                       Tenant’s Obligations .   Tenant’s obligations under this Article 7 shall survive the termination of the Lease. During any period of time employed by Tenant after the termination of this Lease to complete the removal from the Premises or remediation of any such Hazardous Materials, Tenant shall continue to pay the full rental in accordance with this Lease, which rental shall be prorated daily.

Section 7.8                                       Health and Safety Code Section 25359.7 .   Tenant recognizes its obligations under California Health and Safety Code Section 25359.7 to notify Landlord of any release of a Hazardous Material that Tenant knows or has reason to believe has or will come to

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be located on or beneath the Premises. Landlord recognizes its obligations under California Health and Safety Code Section 25359.7, and hereby represents and warrants to Tenant that Landlord has no knowledge, or reasonable cause to believe, that any release of Hazardous Materials has come to be located on or beneath the Premises and/or the Project on or before the Commencement Date.

Section 7.9                                       Definition of “Hazardous Materials” .   The term “Hazardous Materials” shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant or infectious or radioactive material, including but not limited to those substances, materials or wastes regulated now or in the future under any of the following statutes or regulations promulgated thereunder: (1)any “hazardous substance” within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), 42 U.S.C. 9601 et seq. or the California Hazardous Substance Account Act, Cal. Health & Safety Code, 25300 et seq. (2) any “hazardous waste” within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq. (3) any “hazardous waste” or “extremely hazardous waste” within the meaning of the California Hazardous Waste Control Law, Cal. Health & Safety Code 25100 et seq. (4) any “hazardous chemical substance or mixture” or “imminently hazardous chemical substance or mixture” within the meaning of the Toxic Substances Control Act, 15 U.S.C. 2601 et seq. (5) any “hazardous air pollutant” within the meaning of the Federal Clean Air Act, 42 U.S.C 7400 et seq. (6) any “toxic pollutant” or “oil or hazardous substance” within the meaning of the Federal Water Pollution Control Act, 33 U.S.C. 1250 et seq. (7) any “contaminant” within the meaning of the Safe Drinking Water Act, 42 U.S.C. 300i; (8) any “chemical known to the state to cause cancer or reproductive toxicity” within the meaning of the Safe Drinking Water and Toxic Enforcement Act of 1986 (“Proposition 65”), Cal. Health & Safety Code, 25249.5 et seq. (9) petroleum or any fraction thereof; (10) asbestos; or (11) any other substance, chemical w