EXHIBIT 10.13 301 HOWARD STREET SAN FRANCISCO, CALIFORNIA OFFICE LEASE AGREEMENT

EXHIBIT 10.13

▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇

OFFICE LEASE AGREEMENT

BETWEEN

CA-301 ▇▇▇▇▇▇ STREET LIMITED PARTNERSHIP, A DELAWARE LIMITED
PARTNERSHIP

("LANDLORD") AND

SONOMA COLLEGE, INC., A CALIFORNIA CORPORATION

("TENANT")

OFFICE LEASE AGREEMENT

THIS OFFICE LEASE AGREEMENT (the "LEASE") is made and entered into as
of the _____ day of __________, 2005, by and between ▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP ("LANDLORD") and SONOMA
COLLEGE, INC., A CALIFORNIA CORPORATION ("TENANT"). The following exhibits and

attachments are incorporated into and made a part of the Lease: EXHIBIT A
(Outline and Location of Premises), EXHIBIT B (Expenses and Taxes), EXHIBIT C
(Work Letter), EXHIBIT D (Commencement Letter), EXHIBIT E (Building Rules and
Regulations) and EXHIBIT F (Additional Provisions).

1. BASIC LEASE INFORMATION.

1. 1.01 "BUILDING" shall mean the building located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, commonly known as ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇. "RENTABLE SQUARE
FOOTAGE OF THE BUILDING" is deemed to be 307,396 square feet.

2. 1.02 "PREMISES" shall mean the area shown on EXHIBIT A to this Lease. The
Premises is located on the 5th floor and known as ▇▇▇▇▇ ▇▇. ▇▇▇. If the Premises
include one or more floors in their entirety, all corridors and restroom
facilities located on such full floor(s) shall be considered part of the
Premises. The "RENTABLE SQUARE FOOTAGE OF THE PREMISES" is deemed to be 7,084
square feet. Landlord and Tenant stipulate and agree that the Rentable Square
Footage of the Building and the Rentable Square Footage of the Premises are
correct.

3. 1.03 "BASE RENT":

4. 1.04 "TENANT'S PRO RATA SHARE": 2.3045%.

5. 1.05 "BASE YEAR" for Taxes (defined in EXHIBIT B): 2005; "BASE YEAR" for
Expenses (defined in EXHIBIT B): 2005.

6. 1.06 "TERM": A period of 60 months and 0 days. Subject to Section 3, the Term
shall commence on May 1, 2005 (the "COMMENCEMENT DATE") and, unless terminated
early in accordance with this Lease, end on April 30, 2010 (the "TERMINATION
DATE").

7. 1.07 ALLOWANCE(S): None.

8. 1.08 "SECURITY DEPOSIT": $40,000.00, as more fully described in Section 6.

9. 1.09 "GUARANTOR(S)": None, as of the date of this Lease.

10. 1.10 "BROKER(S)": ▇▇▇▇▇ ▇▇▇▇▇▇▇ of CB ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc.

11. 1.11 "PERMITTED USE": General office use and educational and training use;
provided that in no event shall the Premises, or any portion of the Premises, be
used as a food service establishment or for the retail sale of sandwiches,
salads and soups.

-------------------------------------- ------------------------------- --------------------
PERIOD OR MONTHS OF TERM ANNUAL RATE PER SQUARE FOOT MONTHLY BASE RENT
1 - 36 $24.25 $14,315.58
37 - 48 $25.25 $14,905.92
49 - 60 $26.25 $15,496.25

-------------------------------------- ------------------------------- --------------------

1.12 "NOTICE ADDRESS(ES)":

Landlord: Tenant:

▇▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Limited Partnership
c/o Equity Office Management, L.L.C.
One Market, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Property Manager

With a copy to:
Equity ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: San Francisco Regional Counsel

Sonoma College, Inc. ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn:

With a copy to: ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.

1. 1.13 "BUSINESS DAY(S)" are Monday through Friday of each week, exclusive of
New Year's Day, Presidents Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day ("HOLIDAYS"). Landlord may designate
additional Holidays that are commonly recognized by other office buildings in
the area where the Building is located. "BUILDING SERVICE HOURS" are 7:00 a.m.
to 6:00 p.m. on Business Days.

2. 1.14 "LANDLORD WORK" means the work, if any, that Landlord is obligated to
perform in the Premises pursuant to a separate agreement (the "WORK LETTER"), if
any, attached to this Lease as EXHIBIT C.

3. 1.15 "PROPERTY" means the Building and the parcel(s) of land on which it is
located and, at Landlord's discretion, the parking facilities and other
improvements, if any, serving the Building and the parcel(s) of land on which
they are located.

2. LEASE GRANT.

The Premises are hereby leased to Tenant from Landlord, together with the
right to use any portions of the Property that are designated by Landlord for
the common use of tenants and others (the "COMMON AREAS").

3. ADJUSTMENT OF COMMENCEMENT DATE; POSSESSION.

1. 3.01 If Landlord is required to perform Landlord Work prior to the
Commencement Date: (a) the date set forth in Section 1.06 as the Commencement
Date shall instead be defined as the "TARGET COMMENCEMENT DATE"; (b) the actual
Commencement Date shall be the earlier of the Target Commencement Date, the date
on which Tenant occupies the Premises, and the date on which the Landlord Work
is Substantially Complete (defined below); and (c) the Termination Date will be
the last day of the Term as determined based upon the actual Commencement Date.
Landlord's failure to Substantially Complete the Landlord Work by the Target
Commencement Date shall not be a default by Landlord or otherwise render
Landlord liable for damages. Promptly after the determination of the
Commencement Date, Landlord and Tenant shall enter into a commencement letter
agreement in the form attached as EXHIBIT D which commencement letter agreement
shall be deemed accepted by Tenant if not executed and returned to Landlord by
Tenant within 30 days after the date that Landlord delivers the commencement
letter agreement to Tenant for execution. If the Termination Date does not fall
on the last day of a calendar month, Landlord and Tenant may elect to adjust the
Termination Date to the last day of the calendar month in which Termination Date
occurs by the mutual execution of a commencement letter agreement setting forth
such adjusted date. The Landlord Work shall be deemed to be "SUBSTANTIALLY
COMPLETE" on the date that all Landlord Work has been performed, other than any
details of construction, mechanical adjustment or any other similar matter, the
non-completion of which does not materially interfere with Tenant's use of the
Premises. If Landlord is delayed in the performance of the Landlord Work as a
result of the acts or omissions of Tenant, the Tenant Related Parties (defined
in Section 13) or their respective contractors or vendors, including, without
limitation, changes requested by Tenant to approved plans, Tenant's failure to
comply with any of its obligations under this Lease, or the specification of any
materials or equipment with long lead times (a "TENANT DELAY"), the Landlord
Work shall be deemed to be Substantially Complete on the date that Landlord
could reasonably have been expected to Substantially Complete the Landlord Work
absent any Tenant Delay.

2. 3.02 Subject to Landlord's obligation, if any, to perform Landlord Work, the
Premises are accepted by Tenant in "as is" condition and configuration without
any representations or warranties by Landlord. By taking possession of the
Premises, Tenant agrees that the Premises are in good order and satisfactory
condition. Notwithstanding the foregoing, Landlord shall be responsible for
latent defects in the Landlord Work of which Tenant notifies Landlord to the
extent that the correction of such defects is covered under

valid and enforceable warranties given Landlord by contractors or subcontractors
performing the Landlord Work. Landlord, at its option, may pursue such claims
directly or assign any such warranties to Tenant for enforcement. Landlord shall
not be liable for a failure to deliver possession of the Premises or any other
space due to the holdover or unlawful possession of such space by another party,
however Landlord shall use reasonable efforts to obtain possession of the space.
The commencement date for the space, in such event, shall be postponed until the
date Landlord delivers possession of the Premises to Tenant free from occupancy
by any party. If Tenant takes possession of the Premises before the Commencement
Date, such possession shall be subject to the terms and conditions of this Lease
and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of
possession before the Commencement Date. However, except for the cost of
services requested by Tenant (e.g. freight elevator usage), Tenant shall not be
required to pay Rent for any days of possession before the Commencement Date
during which Tenant, with the approval of Landlord, is in possession of the
Premises for the sole purpose of performing improvements or installing
furniture, equipment or other personal property.

4. RENT.

1. 4.01 Tenant shall pay Landlord, without any setoff or deduction, unless
expressly set forth in this Lease, all Base Rent and Additional Rent due for the
Term (collectively referred to as "RENT"). "ADDITIONAL RENT" means all sums
(exclusive of Base Rent) that Tenant is required to pay Landlord under this
Lease. Tenant shall pay and be liable for all rental, sales and use taxes (but
excluding income taxes), if any, imposed upon or measured by Rent. Base Rent and
recurring monthly charges of Additional Rent shall be due and payable in advance
on the first day of each calendar month without notice or demand, provided that
the installment of Base Rent for the first full calendar month of the Term, and
the first monthly installment of Additional Rent for Expenses and Taxes, shall
be payable upon the execution of this Lease by Tenant. All other items of Rent
shall be due and payable by Tenant on or before 30 days after billing by
Landlord. Rent shall be made payable to the entity, and sent to the address,
Landlord designates and shall be made by good and sufficient check or by other
means acceptable to Landlord. Tenant shall pay Landlord an administration fee
equal to 5% of all past due Rent, provided that Tenant shall be entitled to a
grace period of 5 days for the first 2 late payments of Rent in a calendar year.
In addition, past due Rent shall accrue interest at 12% per annum. Landlord's
acceptance of less than the correct amount of Rent shall be considered a payment
on account of the earliest Rent due. Rent for any partial month during the Term
shall be prorated. No endorsement or statement on a check or letter accompanying
payment shall be considered an accord and satisfaction. Tenant's covenant to pay
Rent is independent of every other covenant in this Lease.

2. 4.02 Tenant shall pay Tenant's Pro Rata Share of Taxes and Expenses in
accordance with EXHIBIT B of this Lease.

3. 5. COMPLIANCE WITH LAWS; USE.

The Premises shall be used for the Permitted Use and for no other use
whatsoever. Tenant shall comply with all applicable statutes, codes, ordinances,
orders, rules and regulations of any municipal or governmental entity whether in
effect now or later, including the Americans with Disabilities Act ("LAW(S)"),
regarding the operation of Tenant's business and the use, condition,
configuration and occupancy of the Premises. In addition, Tenant shall, at its
sole cost and expense, promptly comply with any Laws that relate to the "Base
Building" (defined below), but only to the extent such obligations are triggered
by Tenant's use of the Premises, other than for general office use, or
Alterations or improvements in the Premises performed or requested by Tenant.
"BASE BUILDING" shall include the structural portions of the Building, the
public restrooms and the Building mechanical, electrical and plumbing systems
and equipment located in the internal core of the Building on the floor or
floors on which the Premises are located. Tenant shall promptly provide Landlord
with copies of any notices it receives regarding an alleged violation of Law.
Tenant shall comply with the rules and regulations of the Building attached as
EXHIBIT E and such other reasonable rules and regulations adopted by Landlord
from time to time, including rules and regulations for the performance of
Alterations (defined in Section 9).

6. SECURITY DEPOSIT.

The Security Deposit, if any, shall be delivered to Landlord upon the
execution of this Lease by Tenant and held by Landlord without liability for
interest (unless required by Law) as security for the performance of Tenant's
obligations. The Security Deposit is not an advance payment of Rent or a measure
of damages. Landlord may use all or a portion of the Security Deposit to satisfy
past due Rent or to cure any Default (defined in Section 18) by Tenant. If
Landlord uses any portion of the Security Deposit, Tenant shall, within 5 days
after demand, restore the Security Deposit to its original amount. Landlord
shall return any unapplied portion of the Security Deposit to Tenant within 45
days after the later to occur of: (a) determination of the final Rent due from
Tenant; or (b) the later to occur of the Termination Date or the date Tenant
surrenders the Premises to Landlord in compliance with Section 25. Landlord may
assign the Security Deposit to a successor or transferee and, following the
assignment,

Landlord shall have no further liability for the return of the Security Deposit.
Landlord shall not be required to keep the Security Deposit separate from its
other accounts. Tenant hereby waives the provisions of Section 1950.7 of the
California Civil Code, or any similar or successor Laws now or hereinafter in
effect.

7. BUILDING SERVICES.

7.01 Landlord shall furnish Tenant with the following services: (a) water
for use in the Base Building lavatories; (b) customary heat and air conditioning
in season during Building Service Hours. Tenant shall have the right to receive
HVAC service during hours other than Building Service Hours by paying Landlord's
then standard charge for additional HVAC service and providing such prior notice
as is reasonably specified by Landlord; (c) standard janitorial service on
Business Days; (d) Elevator service; (e) Electricity in accordance with the
terms and conditions in Section 7.02; and (f) such other services as Landlord
reasonably determines are necessary or appropriate for the Property. As of the
date hereof, Landlord's charge for after hours heating and air conditioning
service is $175.00 per hour, subject to change from time to time. Landlord
specifically agrees that any increases in such charge for after-hours HVAC
service shall be limited to increases in Landlord's actual, reasonable costs of
supplying the after-hours HVAC services.

1. 7.02 Electricity used by Tenant in the Premises shall, at Landlord's option,
be paid for by Tenant either: (a) through inclusion in Expenses (except as
provided for excess usage); (b) by a separate charge payable by Tenant to
Landlord; or (c) by separate charge billed by the applicable utility company and
payable directly by Tenant. Without the consent of Landlord, Tenant's use of
electrical service shall not exceed, either in voltage, rated capacity, use
beyond Building Service Hours or overall load, that which Landlord reasonably
deems to be standard for the Building. Landlord shall have the right to measure
electrical usage by commonly accepted methods. If it is reasonably determined by
Landlord that Tenant is using excess electricity, Tenant shall pay Landlord for
the cost of such excess electrical usage as Additional Rent.

2. 7.03 Landlord's failure to furnish, or any interruption, diminishment or
termination of services due to the application of Laws, the failure of any
equipment, the performance of repairs, improvements or alterations, utility
interruptions or the occurrence of an event of Force Majeure (defined in Section
26.03) (collectively a "SERVICE FAILURE") shall not render Landlord liable to
Tenant, constitute a constructive eviction of Tenant, give rise to an abatement
of Rent, nor relieve Tenant from the obligation to fulfill any covenant or
agreement. However, if the Premises, or a material portion of the Premises, are
made untenantable for a period in excess of 3 consecutive Business Days as a
result of a Service Failure that is reasonably within the control of Landlord to
correct, then Tenant, as its sole remedy, shall be entitled to receive an
abatement of Rent payable hereunder during the period beginning on the 4th
consecutive Business Day of the Service Failure and ending on the day the
service has been restored. If the entire Premises have not been rendered
untenantable by the Service Failure, the amount of abatement shall be equitably
prorated. Notwithstanding the foregoing, if a Service Failure is reasonably
within the control of Landlord and (a) continues for 180 consecutive days after
the Service Failure and (b) is not being diligently remedied by Landlord, then
Tenant, as its sole remedy, shall have the right to elect to terminate this
Lease within 10 days after the expiration of said 180 day period without
penalty, by delivering written notice to Landlord of its election thereof;
provided, however, if Landlord is diligently pursuing the repair or restoration
of the service, Tenant shall not be entitled to terminate the Lease but rather
Tenant's sole remedy shall be to ▇▇▇▇▇ Rent as provided above. The foregoing
termination right shall not apply if the Service Failure is due to fire or other
casualty. Instead, in such an event, the terms and provisions of Section 16
shall apply.

3. 8. LEASEHOLD IMPROVEMENTS.

All improvements in and to the Premises, including any Alterations
(collectively, "LEASEHOLD IMPROVEMENTS") shall remain upon the Premises at the
end of the Term without compensation to Tenant. Landlord, however, by written
notice to Tenant at least 30 days prior to the Termination Date, may require
Tenant, at its expense, to remove (a) any Cable (defined in Section 9.01)
installed by or for the benefit of Tenant, and (b) any Landlord Work or
Alterations that, in Landlord's reasonable judgment, are of a nature that would
require removal and repair costs that are materially in excess of the removal
and repair costs associated with standard office improvements (collectively
referred to as "REQUIRED REMOVABLES"). Required Removables shall include,
without limitation, internal stairways, raised floors, personal baths and
showers, vaults, rolling file systems and structural alterations and
modifications. The designated Required Removables shall be removed by Tenant
before the Termination Date. Tenant shall repair damage caused by the
installation or removal of Required Removables. If Tenant fails to perform its
obligations in a timely manner, Landlord may perform such work at Tenant's
expense. Tenant, at the time it requests approval for a proposed Alteration, may
request in writing that Landlord advise Tenant whether the Alteration or any
portion of the Alteration is a Required Removable. Within 10 days after receipt
of Tenant's request, Landlord shall advise Tenant in writing as to which
portions of the Alteration are Required Removables. Notwithstanding the
foregoing, Tenant shall not be required to remove any portion of the Landlord
Work shown on the Plans as of the date of this Lease, as such terms are defined
in Exhibit C.
4

9. REPAIRS AND ALTERATIONS.

9.01 Tenant shall periodically inspect the Premises to identify any
conditions that are dangerous or inneed of maintenance or repair. Tenant shall
promptly provide Landlord with notice of any such conditions. Tenant shall, at
its sole cost and expense, perform all maintenance and repairs to the Premises
that are not Landlord's express responsibility under this Lease, and keep the
Premises in good condition and repair, reasonable wear and tear excepted.
Tenant's repair and maintenance obligations include, without limitation, repairs
to: (a) floor covering; (b) interior partitions; (c) doors; (d) the interior
side of demising walls; (e) electronic, phone and data cabling and related
equipment that is installed by or for the exclusive benefit of Tenant
(collectively, "CABLE"); (f) supplemental air conditioning units, kitchens,
including hot water heaters, plumbing, and similar facilities exclusively
serving Tenant; and (g) Alterations. To the extent Landlord is not reimbursed by
insurance proceeds, Tenant shall reimburse Landlord for the cost of repairing
damage to the Building caused by the acts of Tenant, Tenant Related Parties and
their respective contractors and vendors. If Tenant fails to make any repairs to
the Premises for more than 15 days after notice from Landlord (although notice
shall not be required in an emergency), Landlord may make the repairs, and
Tenant shall pay the reasonable cost of the repairs, together with an
administrative charge in an amount equal to 10% of the cost of the repairs.

9.02 Landlord shall keep and maintain in good repair and working order and
perform maintenance upon the: (a) structural elements of the Building; (b)
mechanical (including HVAC), electrical, plumbing and fire/life safety systems
serving the Building in general; (c) Common Areas; (d) roof of the Building; (e)
exterior windows of the Building; and (f) elevators serving the Building.
Landlord shall promptly make repairs for which Landlord is responsible. Tenant
hereby waives any and all rights under and benefits of subsection 1 of Section
1932, and Sections 1941 and 1942 of the California Civil Code, or any similar or
successor Laws now or hereinafter in effect.

9.03 Tenant shall not make alterations, repairs, additions or improvements
or install any Cable (collectively referred to as "ALTERATIONS") without first
obtaining the written consent of Landlord in each instance, which consent shall
not be unreasonably withheld or delayed. However, Landlord's consent shall not
be required for any Alteration that satisfies all of the following criteria (a
"COSMETIC ALTERATION"): (a) is of a cosmetic nature such as painting,
wallpapering, hanging pictures and installing carpeting; (b) is not visible from
the exterior of the Premises or Building; (c) will not affect the Base Building;
and (d) does not require work to be performed inside the walls or above the
ceiling of the Premises. Cosmetic Alterations shall be subject to all the other
provisions of this Section 9.03. Prior to starting work, Tenant shall furnish
Landlord with plans and specifications; names of contractors reasonably
acceptable to Landlord (provided that Landlord may designate specific
contractors with respect to Base Building); required permits and approvals;
evidence of contractor's and subcontractor's insurance in amounts reasonably
required by Landlord and naming Landlord as an additional insured; and any
security for performance in amounts reasonably required by Landlord. Changes to
the plans and specifications must also be submitted to Landlord for its approval
which approval shall not be unreasonably withheld. Alterations shall be
constructed in a good and workmanlike manner using materials of a quality
reasonably approved by Landlord. Tenant shall reimburse Landlord for any
reasonable sums paid by Landlord for third party examination of Tenant's plans
for non-Cosmetic Alterations. In addition, Tenant shall pay Landlord a fee for
Landlord's oversight and coordination of any non-Cosmetic Alterations equal to
7% of the cost of the Alterations. Upon completion, Tenant shall furnish
"as-built" plans for non-Cosmetic Alterations, completion affidavits and full
and final waivers of lien. Landlord's approval of an Alteration shall not be
deemed a representation by Landlord that the Alteration complies with Law.

9.04 Landlord, as part of the Landlord Work, shall install a supplemental
HVAC unit for Tenant's usein Tenant's 2 conference rooms in the Premises, and
shall install a separate submeter for the supplemental HVAC unit to measure
electricity consumed in connection with the supplemental HVAC unit, all subject
to the terms of this Section 9.04. Tenant shall contribute the sum of $21,453.00
towards the cost of purchasing and installing the supplemental HVAC units and
such amount shall be payable by Tenant to Landlord upon demand by Landlord. In
no event shall Tenant be entitled to use more than its proportionate share of
the Building's excess water condenser capacity for Tenant's supplemental HVAC
unit. The size and design of the supplemental HVAC unit, the manner in which the
supplemental HVAC unit will be vented and access outside air, if applicable, or
the manner in which Tenant connects to Landlord's condenser water loop,
including, without limitation, the routing of any water lines, shall be subject
to Landlord's prior reasonable written approval. Tenant shall be responsible, at
its cost, for maintaining and repairing the supplemental HVAC unit to the
reasonable satisfaction of Landlord, as well as the cost of all electricity that
is consumed in connection with the supplemental HVAC unit. Upon expiration or
earlier termination of this Lease, title to the supplemental HVAC unit shall
pass to Landlord although, upon the request of Landlord, Tenant shall be
required to remove the supplemental HVAC unit, at Tenant's cost, in accordance
with the terms of Section 8 of the Lease.

10. ENTRY BY LANDLORD.

Landlord may enter the Premises to inspect, show or clean the Premises or
to perform or facilitate the performance of repairs, alterations or additions to
the Premises or any portion of the Building.

Except in emergencies or to provide Building services, Landlord shall provide
Tenant with reasonable prior verbal notice of entry and shall use reasonable
efforts to minimize any interference with Tenant's use of the Premises. If
reasonably necessary, Landlord may temporarily close all or a portion of the
Premises to perform repairs, alterations and additions. However, except in
emergencies, Landlord will not close the Premises if the work can reasonably be
completed on weekends and after Building Service Hours. Entry by Landlord shall
not constitute a constructive eviction or entitle Tenant to an abatement or
reduction of Rent. Notwithstanding the foregoing, except in emergency situations
as determined by Landlord, Landlord shall exercise reasonable efforts to perform
any entry into the Premises in a manner that is reasonably designed to minimize
interference with the operation of Tenant's business in the Premises.

11. ASSIGNMENT AND SUBLETTING.

1. 11.01 Except in connection with a Permitted Transfer (defined in Section
11.04), Tenant shall not assign, sublease, transfer or encumber any interest in
this Lease or allow any third party to use any portion of the Premises
(collectively or individually, a "TRANSFER") without the prior written consent
of Landlord, which consent shall not be unreasonably withheld, conditioned or
delayed if Landlord does not exercise its recapture rights under Section 11.02.
If the entity which controls the voting shares/rights of Tenant changes at any
time, such change of ownership or control shall constitute a Transfer unless
Tenant is an entity whose outstanding stock is listed on a recognized securities
exchange, including, but not limited to, the NYSE, the NASDAQ Stock Market or
the NASDAQ Small Cap Market System, or if at least 80% of its voting stock is
owned by another entity, the voting stock of which is so listed. Tenant hereby
waives the provisions of Section 1995.310 of the California Civil Code, or any
similar or successor Laws, now or hereinafter in effect, and all other remedies,
including, without limitation, any right at law or equity to terminate this
Lease, on its own behalf and, to the extent permitted under all applicable Laws,
on behalf of the proposed transferee. Any attempted Transfer in violation of
this Section is voidable by Landlord. In no event shall any Transfer, including
a Permitted Transfer, release or relieve Tenant from any obligation under this
Lease.

2. 11.02 Tenant shall provide Landlord with financial statements for the
proposed transferee, a fully executed copy of the proposed assignment, sublease
or other Transfer documentation and such other information as Landlord may
reasonably request. Within 15 Business Days after receipt of the required
information and documentation, Landlord shall either: (a) consent to the
Transfer by execution of a consent agreement in a form reasonably designated by
Landlord; (b) reasonably refuse to consent to the Transfer in writing; or (c) in
the event of an assignment of this Lease or subletting of more than 20% of the
Rentable Square Footage of the Premises for more than 50% of the remaining Term
(excluding unexercised options), recapture the portion of the Premises that
Tenant is proposing to Transfer. If Landlord exercises its right to recapture,
this Lease shall automatically be amended (or terminated if the entire Premises
is being assigned or sublet) to delete the applicable portion of the Premises
effective on the proposed effective date of the Transfer. Tenant shall pay
Landlord a review fee of $1,250.00 for Landlord's review of any Permitted
Transfer or requested Transfer.

3. 11.03 Tenant shall pay Landlord 60% of all rent and other consideration which
Tenant receives as a result of a Transfer that is in excess of the Rent payable
to Landlord for the portion of the Premises and Term covered by the Transfer.
Tenant shall pay Landlord for Landlord's share of the excess within 30 days
after Tenant's receipt of the excess. Tenant may deduct from the excess, on a
straight-line basis, all reasonable and customary expenses directly incurred by
Tenant attributable to the Transfer. If Tenant is in Monetary Default, Landlord
may require that all sublease payments be made directly to Landlord, in which
case Tenant shall receive a credit against Rent in the amount of Tenant's share
of payments received by Landlord.

4. 11.04 Tenant may assign this Lease to a successor to Tenant by purchase,
merger, consolidation or reorganization (an "OWNERSHIP CHANGE") or assign this
Lease or sublet all or a portion of the Premises to an Affiliate without the
consent of Landlord, provided that all of the following conditions are satisfied
(a "PERMITTED TRANSFER"): (a) Tenant is not in Default; (b) in the event of an
Ownership Change, Tenant's successor shall own substantially all of the assets
of Tenant and have a net worth which is at least equal to Tenant's net worth as
of the day prior to the proposed Ownership Change; (c) the Permitted Use does
not allow the Premises to be used for retail purposes; and (d) Tenant shall give
Landlord written notice at least 15 Business Days prior to the effective date of
the Permitted Transfer. Tenant's notice to Landlord shall include information
and documentation evidencing the Permitted Transfer and showing that each of the
above conditions has been satisfied. If requested by Landlord, Tenant's
successor shall sign a commercially reasonable form of assumption agreement.
"AFFILIATE" shall mean an entity controlled by, controlling or under common
control with Tenant.

5. 12. LIENS.

Tenant shall not permit mechanics' or other liens to be placed upon the
Property, Premises or Tenant's leasehold interest in connection with any work or
service done or purportedly done by or for the benefit of Tenant or its
transferees. Tenant shall give Landlord notice at least 15 days prior to the
commencement of any work in the Premises to afford Landlord the opportunity,
where applicable, to post
6

and record notices of non-responsibility. Tenant, within 10 Business Days of
notice from Landlord, shall fully discharge any lien by settlement, by bonding
or by insuring over the lien in the manner prescribed by the applicable lien
Law. If Tenant fails to do so, Landlord may bond, insure over or otherwise
discharge the lien. Tenant shall reimburse Landlord for any amount paid by
Landlord, including, without limitation, reasonable attorneys' fees.

13. INDEMNITY AND WAIVER OF CLAIMS.

Tenant hereby waives all claims against and releases Landlord and its
trustees, members, principals, beneficiaries, partners, officers, directors,
employees, Mortgagees (defined in Section 23) and agents (the "LANDLORD RELATED
PARTIES") from all claims for any injury to or death of persons, damage to
property or business loss in any manner related to (a) Force Majeure, (b) acts
of third parties, (c) the bursting or leaking of any tank, water closet, drain
or other pipe, (d) the inadequacy or failure of any security services, personnel
or equipment, or (e) any matter not within the reasonable control of Landlord.
Notwithstanding the foregoing, except as provided in Section 15 to the contrary,
Tenant shall not be required to waive any claims against Landlord (other than
for loss or damage to Tenant's business) where such loss or damage is due to the
negligence or willful misconduct of Landlord or any Landlord Related Parties.
Nothing herein shall be construed as to diminish the repair and maintenance
obligations of Landlord contained elsewhere in this Lease. Except to the extent
caused by the negligence or willful misconduct of Landlord or any Landlord
Related Parties, Tenant shall indemnify, defend and hold Landlord and Landlord
Related Parties harmless against and from all liabilities, obligations, damages,
penalties, claims, actions, costs, charges and expenses, including, without
limitation, reasonable attorneys' fees and other professional fees (if and to
the extent permitted by Law) (collectively referred to as "LOSSES"), which may
be imposed upon, incurred by or asserted against Landlord or any of the Landlord
Related Parties by any third party and arising out of or in connection with any
damage or injury occurring in the Premises or any acts or omissions (including
violations of Law) of Tenant, the Tenant Related Parties or any of Tenant's
transferees, contractors or licensees. Except to the extent caused by the
negligence or willful misconduct of Tenant or any Tenant Related Parties,
Landlord shall indemnify, defend and hold Tenant, its trustees, members,
principals, beneficiaries, partners, officers, directors, employees and agents
("TENANT RELATED PARTIES") harmless against and from all Losses which may be
imposed upon, incurred by or asserted against Tenant or any of the Tenant
Related Parties by any third party and arising out of or in connection with the
acts or omissions (including violations of Law) of Landlord or the Landlord
Related Parties.

14. INSURANCE.

Tenant shall maintain the following insurance ("TENANT'S INSURANCE"): (a)
Commercial General Liability Insurance applicable to the Premises and its
appurtenances providing, on an occurrence basis, a minimum combined single limit
of $2,000,000.00; (b) Property/Business Interruption Insurance written on an All
Risk or Special Perils form, with coverage for broad form water damage including
earthquake sprinkler leakage, at replacement cost value and with a replacement
cost endorsement covering all of Tenant's business and trade fixtures,
equipment, movable partitions, furniture, merchandise and other personal
property within the Premises ("TENANT'S PROPERTY") and any Leasehold
Improvements performed by or for the benefit of Tenant; (c) Workers'
Compensation Insurance in amounts required by Law; and (d) Employers Liability
Coverage of at least $1,000,000.00 per occurrence. Any company writing Tenant's
Insurance shall have an A.M. Best rating of not less than A-VIII. All Commercial
General Liability Insurance policies shall name as additional insureds Landlord
(or its successors and assignees), the managing agent for the Building (or any
successor), EOP Operating Limited Partnership, Equity Office Properties Trust
and their respective members, principals, beneficiaries, partners, officers,
directors, employees, and agents, and other designees of Landlord and its
successors as the interest of such designees shall appear. All policies of
Tenant's Insurance shall contain endorsements that the insurer(s) shall give
Landlord and its designees at least 30 days' advance written notice of any
cancellation, termination, material change or lapse of insurance. Tenant shall
provide Landlord with a certificate of insurance evidencing Tenant's Insurance
prior to the earlier to occur of the Commencement Date or the date Tenant is
provided with possession of the Premises, and thereafter as necessary to assure
that Landlord always has current certificates evidencing Tenant's Insurance. So
long as the same is available at commercially reasonable rates, Landlord shall
maintain so called All Risk property insurance on the Building at replacement
cost value as reasonably estimated by Landlord.

15. SUBROGATION.

Landlord and Tenant hereby waive and shall cause their respective insurance
carriers to waive any and all rights of recovery, claims, actions or causes of
action against the other for any loss or damage with respect to Tenant's
Property, Leasehold Improvements, the Building, the Premises, or any contents
thereof, including rights, claims, actions and causes of action based on
negligence, which loss or damage is (or would have been, had the insurance
required by this Lease been carried) covered by insurance.

16. CASUALTY DAMAGE.

1. 16.01 If all or any portion of the Premises becomes untenantable by fire or
other casualty to the Premises (collectively a "CASUALTY"), Landlord, with
reasonable promptness, shall cause a general contractor selected by Landlord to
provide Landlord and Tenant with a written estimate of the amount of time
required using standard working methods to Substantially Complete the repair and
restoration of the Premises and any Common Areas necessary to provide access to
the Premises ("COMPLETION ESTIMATE"). If the Completion Estimate indicates that
the Premises or any Common Areas necessary to provide access to the Premises
cannot be made tenantable within 180 days from the date the repair is started,
then either party shall have the right to terminate this Lease upon written
notice to the other within 10 days after receipt of the Completion Estimate.
Tenant, however, shall not have the right to terminate this Lease if the
Casualty was caused by the negligence or intentional misconduct of Tenant or any
Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90
days after the date of the Casualty, shall have the right to terminate this
Lease if: (1) the Premises have been materially damaged and there is less than 2
years of the Term remaining on the date of the Casualty; (2) any Mortgagee
requires that the insurance proceeds be applied to the payment of the mortgage
debt; or (3) a material uninsured loss to the Building occurs. In addition to
Landlord's right to terminate as provided herein, Tenant shall have the right to
terminate this Lease if: (a) a substantial portion of the Premises has been
damaged by fire or other casualty and such damage cannot reasonably be repaired
within 60 days after receipt of the Completion Estimate; (b) there is less than
1 year of the Term remaining on the date of such casualty; (c) the casualty was
not caused by the negligence or willful misconduct of Tenant or its agents,
employees or contractors; and (d) Tenant provides Landlord with written notice
of its intent to terminate within 30 days after the date of the fire or other
casualty.

2. 16.02 If this Lease is not terminated, Landlord shall promptly and
diligently, subject to reasonable delays for insurance adjustment or other
matters beyond Landlord's reasonable control, restore the Premises and Common
Areas. Such restoration shall be to substantially the same condition that
existed prior to the Casualty, except for modifications required by Law or any
other modifications to the Common Areas deemed desirable by Landlord. Upon
notice from Landlord, Tenant shall assign to Landlord (or to any party
designated by Landlord) all property insurance proceeds payable to Tenant under
Tenant's Insurance with respect to any Leasehold Improvements performed by or
for the benefit of Tenant; provided if the estimated cost to repair such
Leasehold Improvements exceeds the amount of insurance proceeds received by
Landlord from Tenant's insurance carrier, the excess cost of such repairs shall
be paid by Tenant to Landlord prior to Landlord's commencement of repairs.
Within 15 days of demand, Tenant shall also pay Landlord for any additional
excess costs that are determined during the performance of the repairs. Landlord
shall not be liable for any inconvenience to Tenant, or injury to Tenant's
business resulting in any way from the Casualty or the repair thereof. Provided
that Tenant is not in Default, during any period of time that all or a material
portion of the Premises is rendered untenantable as a result of a Casualty, the
Rent shall ▇▇▇▇▇ for the portion of the Premises that is untenantable and not
used by Tenant.

3. 16.03 The provisions of this Lease, including this Section 16, constitute an
express agreement between Landlord and Tenant with respect to any and all damage
to, or destruction of, all or any part of the Premises or the Property, and any
Laws, including, without limitation, Sections 1932(2) and 1933(4) of the
California Civil Code, with respect to any rights or obligations concerning
damage or destruction in the absence of an express agreement between the
parties, and any similar or successor Laws now or hereinafter in effect, shall
have no application to this Lease or any damage or destruction to all or any
part of the Premises or the Property.

4. 17. CONDEMNATION.

Either party may terminate this Lease if any material part of the Premises
is taken or condemned for any public or quasi-public use under Law, by eminent
domain or private purchase in lieu thereof (a "TAKING"). Landlord shall also
have the right to terminate this Lease if there is a Taking of any portion of
the Building or Property which would have a material adverse effect on
Landlord's ability to profitably operate the remainder of the Building. The
terminating party shall provide written notice of termination to the other party
within 45 days after it first receives notice of the Taking. The termination
shall be effective on the date the physical taking occurs. If this Lease is not
terminated, Base Rent and Tenant's Pro Rata Share shall be appropriately
adjusted to account for any reduction in the square footage of the Building or
Premises. All compensation awarded for a Taking shall be the property of
Landlord. The right to receive compensation or proceeds are expressly waived by
Tenant, however, Tenant may file a separate claim for Tenant's Property and
Tenant's reasonable relocation expenses, provided the filing of the claim does
not diminish the amount of Landlord's award. If only a part of the Premises is
subject to a Taking and this Lease is not terminated, Landlord, with reasonable
diligence, will restore the remaining portion of the Premises as nearly as
practicable to the condition immediately prior to the Taking. Tenant hereby
waives any and all rights it might otherwise have pursuant to Section 1265.130
of the California Code of Civil Procedure, or any similar or successor Laws.

18. EVENTS OF DEFAULT.

Each of the following occurrences shall be a "DEFAULT": (a) Tenant's
failure to pay any portion of Rent when due, if the failure continues for 3
Business Days after written notice to Tenant ("MONETARY DEFAULT"); (b) Tenant's
failure (other than a Monetary Default) to comply with any term, provision,
condition or covenant of this Lease, if the failure is not cured within 15 days
after written notice to Tenant provided, however, if Tenant's failure to comply
cannot reasonably be cured within 15 days, Tenant shall be allowed additional
time (not to exceed 60 days) as is reasonably necessary to cure the failure so
long as Tenant begins the cure within 15 days and diligently pursues the cure to
completion; (c) Tenant or any Guarantor becomes insolvent, makes a transfer in
fraud of creditors, makes an assignment for the benefit of creditors, admits in
writing its inability to pay its debts when due or forfeits or loses its right
to conduct business; (d) the leasehold estate is taken by process or operation
of Law; or (e) Tenant is in default beyond any notice and cure period under any
other lease or agreement with Landlord at the Building or Property. If Landlord
provides Tenant with notice of Tenant's failure to comply with any specific
provision of this Lease on 3 separate occasions during any 12 month period,
Tenant's subsequent violation of such provision shall, at Landlord's option, be
an incurable Default by Tenant. All notices sent under this Section shall be in
satisfaction of, and not in addition to, notice required by Law.

19. REMEDIES.

19.01 Upon the occurrence of any Default under this Lease, whether
enumerated in Section 18 or not, Landlord shall have the option to pursue any
one or more of the following remedies without any notice (except as expressly
prescribed herein) or demand whatsoever (and without limiting the generality of
the foregoing, Tenant hereby specifically waives notice and demand for payment
of Rent or other obligations, except for those notices specifically required
pursuant to the terms of Section 18 or this Section 19, and waives any and all
other notices or demand requirements imposed by applicable law):

[ ]. (a) Terminate this Lease and Tenant's right to possession of the Premises
and recover from Tenant an award of damages equal to the sum of the following:

[ ]. (i) The Worth at the Time of Award of the unpaid Rent which had been earned
at the time of termination;

[ ]. (ii) The Worth at the Time of Award of the amount by which the unpaid Rent
which would have been earned after termination until the time of award exceeds
the amount of such Rent loss that Tenant affirmatively proves could have been
reasonably avoided;

[ ]. (iii) The Worth at the Time of Award of the amount by which the unpaid Rent
for the balance of the Term after the time of award exceeds the amount of such
Rent loss that Tenant affirmatively proves could be reasonably avoided;

[ ]. (iv) Any other amount necessary to compensate Landlord for all the
detriment either proximately caused by Tenant's failure to perform Tenant's
obligations under this Lease or which in the ordinary course of things would be
likely to result therefrom; and

[ ]. (v) All such other amounts in addition to or in lieu of the foregoing as
may be permitted from time to time under applicable law.

[ ]. The "WORTH AT THE TIME OF AWARD" of the amounts referred to in parts (i)
and (ii) above, shall be computed by allowing interest at the lesser of a per
annum rate equal to:

(A) the greatest per annum rate of interest permitted from time to time under
applicable law, or

[ ]. (B) the Prime Rate plus 5%. For purposes hereof, the "PRIME RATE" shall be
the per annum interest rate publicly announced as its prime or base rate by a
federally insured bank selected by Landlord in the State of California. The
"WORTH AT THE TIME OF AWARD" of the amount referred to in part (iii), above,
shall be computed by discounting such amount at the discount rate of the Federal
Reserve Bank of San Francisco at the time of award plus 1%;

[ ]. (b) Employ the remedy described in California Civil Code ss. 1951.4
(Landlord may continue this Lease in effect after Tenant's breach and
abandonment and recover Rent as it becomes due, if Tenant has the right to
sublet or assign, subject only to reasonable limitations); or

[ ]. (c) Notwithstanding Landlord's exercise of the remedy described in
California Civil Code ss. 1951.4 in respect of an event or events of default, at
such time thereafter as Landlord may elect in writing, to terminate this Lease
and Tenant's right to possession of the Premises and recover an award of damages
as provided above in Paragraph 19.01(a).

1. 19.02 The subsequent acceptance of Rent hereunder by Landlord shall not be
deemed to be a waiver of any preceding breach by Tenant of any term, covenant or
condition of this Lease, other than the failure of Tenant to pay the particular
Rent so accepted, regardless of Landlord's knowledge of such preceding breach at
the time of acceptance of such Rent. No waiver by Landlord of any breach hereof
shall be effective unless such waiver is in writing and signed by Landlord.

2. 19.03 TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF
THE CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174 (c) AND 1179 OF THE CODE OF
CIVIL PROCEDURE OF CALIFORNIA AND ANY AND ALL OTHER LAWS AND RULES OF LAW FROM
TIME TO TIME IN EFFECT DURING THE LEASE TERM PROVIDING THAT TENANT SHALL HAVE
ANY RIGHT TO REDEEM, REINSTATE OR RESTORE THIS LEASE FOLLOWING ITS TERMINATION
BY REASON OF TENANT'S BREACH. TENANT ALSO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR
RELATING TO THIS LEASE.

3. 19.04 No right or remedy herein conferred upon or reserved to Landlord is
intended to be exclusive of any other right or remedy, and each and every right
and remedy shall be cumulative and in addition to any other right or remedy
given hereunder or now or hereafter existing by agreement, applicable law or in
equity. In addition to other remedies provided in this Lease, Landlord shall be
entitled, to the extent permitted by applicable law, to injunctive relief, or to
a decree compelling performance of any of the covenants, agreements, conditions
or provisions of this Lease, or to any other remedy allowed to Landlord at law
or in equity. Forbearance by Landlord to enforce one or more of the remedies
herein provided upon an event of default shall not be deemed or construed to
constitute a waiver of such default.

4. 19.05 If Tenant is in Default of any of its non-monetary obligations under
the Lease, Landlord shall have the right to perform such obligations. Tenant
shall reimburse Landlord for the reasonable cost of such performance upon demand
together with an administrative charge equal to 7% of the cost of the work
performed by Landlord.

5. 19.06 This Section 19 shall be enforceable to the maximum extent such
enforcement is not prohibited by applicable law, and the unenforceability of any
portion thereof shall not thereby render unenforceable any other portion.

6. 20. LIMITATION OF LIABILITY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE
LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO THE
LESSER OF (A) THE INTEREST OF LANDLORD IN THE PROPERTY, OR (B) THE EQUITY
INTEREST LANDLORD WOULD HAVE IN THE PROPERTY IF THE PROPERTY WERE ENCUMBERED BY
THIRD PARTY DEBT IN AN AMOUNT EQUAL TO 70% OF THE VALUE OF THE PROPERTY. TENANT
SHALL LOOK SOLELY TO LANDLORD'S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY
JUDGMENT OR AWARD AGAINST LANDLORD OR ANY LANDLORD RELATED PARTY. NEITHER
LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY
JUDGMENT OR DEFICIENCY, AND IN NO EVENT SHALL LANDLORD OR ANY LANDLORD RELATED
PARTY BE LIABLE TO TENANT FOR ANY LOST PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR
ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE. BEFORE FILING SUIT FOR AN
ALLEGED DEFAULT BY LANDLORD, TENANT SHALL GIVE LANDLORD AND THE MORTGAGEE(S)
WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES (DEFINED IN SECTION 23 BELOW),
NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.

21. RELOCATION.

Landlord, at its expense, at any time before or during the Term, may
relocate Tenant from the Premises to space of reasonably comparable size and
utility ("RELOCATION SPACE") on the 5th floor or higher of the Building or
adjacent buildings within the same project upon 90 days' prior written notice to
Tenant. From and after the date of the relocation, the Base Rent and Tenant's
Pro Rata Share shall be adjusted based on the rentable square footage of the
Relocation Space. Landlord shall pay Tenant's reasonable costs of relocation,
including all costs for moving Tenant's furniture, equipment, supplies and other
personal property, as well as the cost of printing and distributing change of
address notices to Tenant's customers and one month's supply of stationery
showing the new address. Landlord shall also reimburse Tenant for the reasonable
cost to install and connect telecommunication and data cabling in the Relocation
Space in the manner and to the extent such cabling existed in the Premises prior
to the relocation.

22. HOLDING OVER.

If Tenant fails to surrender all or any part of the Premises at the
termination of this Lease, occupancy of the Premises after termination shall be
that of a tenancy at sufferance. Tenant's occupancy shall be subject to all the
terms and provisions of this Lease, and Tenant shall pay an amount (on a per
month
10

basis without reduction for partial months during the holdover) equal to 150% of
the sum of the Base Rent and Additional Rent due for the period immediately
preceding the holdover. No holdover by Tenant or payment by Tenant after the
termination of this Lease shall be construed to extend the Term or prevent
Landlord from immediate recovery of possession of the Premises by summary
proceedings or otherwise. If Landlord is unable to deliver possession of the
Premises to a new tenant or to perform improvements for a new tenant as a result
of Tenant's holdover and Tenant fails to vacate the Premises within 15 days
after notice from Landlord, Tenant shall be liable for all damages that Landlord
suffers from the holdover.

23. SUBORDINATION TO MORTGAGES; ESTOPPEL CERTIFICATE.

Tenant accepts this Lease subject and subordinate to any mortgage(s),
deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising
upon the Premises, the Building or the Property, and to renewals, modifications,
refinancings and extensions thereof (collectively referred to as a "MORTGAGE").
The party having the benefit of a Mortgage shall be referred to as a
"MORTGAGEE". This clause shall be self-operative, but upon request from a
Mortgagee, Tenant shall execute a commercially reasonable subordination
agreement in favor of the Mortgagee. As an alternative, a Mortgagee shall have
the right at any time to subordinate its Mortgage to this Lease. Upon request,
Tenant, without charge, shall attorn to any successor to Landlord's interest in
this Lease. Landlord and Tenant shall each, within 10 days after receipt of a
written request from the other, execute and deliver a commercially reasonable
estoppel certificate to those parties as are reasonably requested by the other
(including a Mortgagee or prospective purchaser). Without limitation, such
estoppel certificate may include a certification as to the status of this Lease,
the existence of any defaults and the amount of Rent that is due and payable.

24. NOTICE.

All demands, approvals, consents or notices (collectively referred to as a
"NOTICE") shall be in writing and delivered by hand or sent by registered or
certified mail with return receipt requested or sent by overnight or same day
courier service at the party's respective Notice Address(es) set forth in
Section 1. Each notice shall be deemed to have been received on the earlier to
occur of actual delivery or the date on which delivery is refused, or, if Tenant
has vacated the Premises or any other Notice Address of Tenant without providing
a new Notice Address, 3 days after notice is deposited in the U.S. mail or with
a courier service in the manner described above. Either party may, at any time,
change its Notice Address (other than to a post office box address) by giving
the other party written notice of the new address.

25. SURRENDER OF PREMISES.

At the termination of this Lease or Tenant's right of possession, Tenant
shall remove Tenant's Property from the Premises, and quit and surrender the
Premises to Landlord, broom clean, and in good order, condition and repair,
ordinary wear and tear and damage which Landlord is obligated to repair
hereunder excepted. If Tenant fails to remove any of Tenant's Property within 2
days after termination of this Lease or Tenant's right to possession, Landlord,
at Tenant's sole cost and expense, shall be entitled (but not obligated) to
remove and store Tenant's Property. Landlord shall not be responsible for the
value, preservation or safekeeping of Tenant's Property. Tenant shall pay
Landlord, upon demand, the expenses and storage charges incurred. If Tenant
fails to remove Tenant's Property from the Premises or storage, within 30 days
after notice, Landlord may deem all or any part of Tenant's Property to be
abandoned and title to Tenant's Property shall vest in Landlord.

26. MISCELLANEOUS.

1. 26.01 This Lease shall be interpreted and enforced in accordance with the
Laws of the State of California and Landlord and Tenant hereby irrevocably
consent to the jurisdiction and proper venue of such state or commonwealth. If
any term or provision of this Lease shall to any extent be void or
unenforceable, the remainder of this Lease shall not be affected. If there is
more than one Tenant or if Tenant is comprised of more than one party or entity,
the obligations imposed upon Tenant shall be joint and several obligations of
all the parties and entities, and requests or demands from any one person or
entity comprising Tenant shall be deemed to have been made by all such persons
or entities. Notices to any one person or entity shall be deemed to have been
given to all persons and entities. Tenant represents and warrants to Landlord
that each individual executing this Lease on behalf of Tenant is authorized to
do so on behalf of Tenant and that Tenant is not, and the entities or
individuals constituting Tenant or which may own or control Tenant or which may
be owned or controlled by Tenant are not, among the individuals or entities
identified on any list compiled pursuant to Executive Order 13224 for the
purpose of identifying suspected terrorists.

2. 26.02 If either party institutes a suit against the other for violation of or
to enforce any covenant, term or condition of this Lease, the prevailing party
shall be entitled to all of its costs and expenses, including, without
limitation, reasonable attorneys' fees. Landlord and Tenant hereby waive any
right to trial by jury in any proceeding based upon a breach of this Lease.
Either party's failure to declare a default

immediately upon its occurrence, or delay in taking action for a default, shall
not constitute a waiver of the default, nor shall it constitute an estoppel.

1. 26.03 Whenever a period of time is prescribed for the taking of an action by
Landlord or Tenant (other than the payment of the Security Deposit or Rent), the
period of time for the performance of such action shall be extended by the
number of days that the performance is actually delayed due to strikes, acts of
God, shortages of labor or materials, war, terrorist acts, civil disturbances
and other causes beyond the reasonable control of the performing party ("FORCE
MAJEURE").

2. 26.04 Landlord shall have the right to transfer and assign, in whole or in
part, all of its rights and obligations under this Lease and in the Building and
Property. Upon transfer Landlord shall be released from any further obligations
hereunder and Tenant agrees to look solely to the successor in interest of
Landlord for the performance of such obligations, provided that, any successor
pursuant to a voluntary, third party transfer (but not as part of an involuntary
transfer resulting from a foreclosure or deed in lieu thereof) shall have
assumed Landlord's obligations under this Lease.

3. 26.05 Landlord has delivered a copy of this Lease to Tenant for Tenant's
review only and the delivery of it does not constitute an offer to Tenant or an
option. Tenant represents that it has dealt directly with and only with the
Broker as a broker in connection with this Lease. Tenant shall indemnify and
hold Landlord and the Landlord Related Parties harmless from all claims of any
other brokers claiming to have represented Tenant in connection with this Lease.
Landlord shall indemnify and hold Tenant and the Tenant Related Parties harmless
from all claims of any brokers claiming to have represented Landlord in
connection with this Lease. Equity Office Properties Management Corp. ("EOPMC")
is an affiliate of Landlord and represents only the Landlord in this
transaction. Any assistance rendered by any agent or employee of EOPMC in
connection with this Lease or any subsequent amendment or modification hereto
has been or will be made as an accommodation to Tenant solely in furtherance of
consummating the transaction on behalf of Landlord, and not as agent for Tenant.

4. 26.06 Time is of the essence with respect to Tenant's exercise of any
expansion, renewal or extension rights granted to Tenant. The expiration of the
Term, whether by lapse of time, termination or otherwise, shall not relieve
either party of any obligations which accrued prior to or which may continue to
accrue after the expiration or termination of this Lease.

5. 26.07 Tenant may peacefully have, hold and enjoy the Premises, subject to the
terms of this Lease, provided Tenant pays the Rent and fully performs all of its
covenants and agreements. This covenant shall be binding upon Landlord and its
successors only during its or their respective periods of ownership of the
Building.

6. 26.08 This Lease does not grant any rights to light or air over or about the
Building. Landlord excepts and reserves exclusively to itself any and all rights
not specifically granted to Tenant under this Lease. This Lease constitutes the
entire agreement between the parties and supersedes all prior agreements and
understandings related to the Premises, including all lease proposals, letters
of intent and other documents. Neither party is relying upon any warranty,
statement or representation not contained in this Lease. This Lease may be
modified only by a written agreement signed by an authorized representative of
Landlord and Tenant.

Landlord and Tenant have executed this Lease as of the day and year first above
written.

LANDLORD:

CA-301 ▇▇▇▇▇▇ STREET LIMITED
PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP

By: EOM GP, L.L.C., a Delaware limited liability
company, its general partner

By: Equity Office Management, L.L.C., a Delaware
limited liability company, its nonmember manager

By:
-----------------------------------

Name:
---------------------------------

Title:
--------------------------------

TENANT:

SONOMA COLLEGE, INC., A CALIFORNIA CORPORATION

By:
-----------------------------------

Name:
---------------------------------

Title:
--------------------------------

By:
-----------------------------------

Name:
---------------------------------

Title:
--------------------------------

TENANT'S TAX ID NUMBER (SSN OR FEIN)

EXHIBIT A

OUTLINE AND LOCATION OF PREMISES

This Exhibit is attached to and made a part of the Lease by and between CA-301
▇▇▇▇▇▇ STREET LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP ("Landlord")
and SONOMA COLLEGE, INC., A CALIFORNIA CORPORATION ("Tenant") for space in the
Building located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.

EXHIBIT B

EXPENSES AND TAXES

1. PAYMENTS.

1. 1.01 Tenant shall pay Tenant's Pro Rata Share of the amount, if any, by which
Expenses (defined below) for each calendar year during the Term exceed Expenses
for the Base Year (the "EXPENSE EXCESS") and also the amount, if any, by which
Taxes (defined below) for each calendar year during the Term exceed Taxes for
the Base Year (the "TAX EXCESS"). If Expenses or Taxes in any calendar year
decrease below the amount of Expenses or Taxes for the Base Year, Tenant's Pro
Rata Share of Expenses or Taxes, as the case may be, for that calendar year
shall be $0. Landlord shall provide Tenant with a good faith estimate of the
Expense Excess and of the Tax Excess for each calendar year during the Term. On
or before the first day of each month, Tenant shall pay to Landlord a monthly
installment equal to one-twelfth of Tenant's Pro Rata Share of Landlord's
estimate of both the Expense Excess and Tax Excess. After its receipt of the
revised estimate, Tenant's monthly payments shall be based upon the revised
estimate. If Landlord does not provide Tenant with an estimate of the Expense
Excess or the Tax Excess by January 1 of a calendar year, Tenant shall continue
to pay monthly installments based on the previous year's estimate(s) until
Landlord provides Tenant with the new estimate.

2. 1.02 As soon as is practical following the end of each calendar year,
Landlord shall furnish Tenant with a statement of the actual Expenses and
Expense Excess and the actual Taxes and Tax Excess for the prior calendar year.
If the estimated Expense Excess or estimated Tax Excess for the prior calendar
year is more than the actual Expense Excess or actual Tax Excess, as the case
may be, for the prior calendar year, Landlord shall either provide Tenant with a
refund or apply any overpayment by Tenant against Additional Rent due or next
becoming due, provided if the Term expires before the determination of the
overpayment, Landlord shall refund any overpayment to Tenant after first
deducting the amount of Rent due. If the estimated Expense Excess or estimated
Tax Excess for the prior calendar year is less than the actual Expense Excess or
actual Tax Excess, as the case may be, for such prior year, Tenant shall pay
Landlord, within 30 days after its receipt of the statement of Expenses or
Taxes, any underpayment for the prior calendar year.

2. EXPENSES.

2.01 "EXPENSES" means all costs and expenses incurred in each calendar year
in connection with operating, maintaining, repairing, and managing the Building
and the Property. Expenses include, without limitation: (a) all labor and labor
related costs, including wages, salaries, bonuses, taxes, insurance, uniforms,
training, retirement plans, pension plans and other employee benefits; (b)
management fees; (c) the cost of equipping, staffing and operating an on-site
and/or off-site management office for the Building, provided if the management
office services one or more other buildings or properties, the shared costs and
expenses of equipping, staffing and operating such management office(s) shall be
equitably prorated and apportioned between the Building and the other buildings
or properties; (d) accounting costs; (e) the cost of services; (f) rental and
purchase cost of parts, supplies, tools and equipment; (g) insurance premiums
and deductibles; (h) electricity, gas and other utility costs; and (i) the
amortized cost of capital improvements (as distinguished from replacement parts
or components installed in the ordinary course of business) made subsequent to
the Base Year which are: (1) performed primarily to reduce current or future
operating expense costs, upgrade Building security or otherwise improve the
operating efficiency of the Property, provided that Landlord, based on expert
third party advice, reasonably believes that such improvements will reduce
operating expense costs or improve the operating efficiency of the Building; or
(2) required to comply with any Laws that are enacted, or first interpreted to
apply to the Property, after the date of this Lease. The cost of capital
improvements shall be amortized by Landlord over the lesser of the Payback
Period (defined below) or the useful life of the capital improvement as
reasonably determined by Landlord. The amortized cost of capital improvements
may, at Landlord's option, include actual or imputed interest at the rate that
Landlord would reasonably be required to pay to finance the cost of the capital
improvement. "PAYBACK PERIOD" means the reasonably estimated period of time that
it takes for the cost savings resulting from a capital improvement to equal the
total cost of the capital improvement. In addition, Expenses shall also include
all costs and expenses incurred in connection with operating, maintaining,
repairing and managing that certain property commonly known as ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ("195 ▇▇▇▇▇"). Landlord, by itself or through an
affiliate, shall have the right to directly perform, provide and be compensated
for any services under this Lease. If Landlord incurs Expenses for the Building
or Property together with one or more other buildings or properties, whether
pursuant to a reciprocal easement agreement, common area agreement or otherwise,
the shared costs and expenses shall be equitably

prorated and apportioned between the Building and Property and the other
buildings or properties. However, notwithstanding the preceding sentence, all
costs and expenses relating to 195 ▇▇▇▇▇ shall be allocated 100% to the
Property.

1. 2.02 Expenses shall not include: the cost of capital improvements (except as
set forth above); depreciation; principal payments of mortgage and other
non-operating debts of Landlord; the cost of repairs or other work to the extent
Landlord is reimbursed by insurance or condemnation proceeds; costs in
connection with leasing space in the Building, including brokerage commissions;
lease concessions, rental abatements and construction allowances granted to
specific tenants; costs incurred in connection with the sale, financing or
refinancing of the Building; fines, interest and penalties incurred due to the
late payment of Taxes or Expenses; organizational expenses associated with the
creation and operation of the entity which constitutes Landlord; or any
penalties or damages that Landlord pays to Tenant under this Lease or to other
tenants in the Building under their respective leases.

2. 2.03 If at any time during a calendar year the Building is not at least 95%
occupied or Landlord is not supplying services to at least 95% of the total
Rentable Square Footage of the Building, Expenses shall, at Landlord's option,
be determined as if the Building had been 95% occupied and Landlord had been
supplying services to 95% of the Rentable Square Footage of the Building. If
Expenses for a calendar year are determined as provided in the prior sentence,
Expenses for the Base Year shall also be determined in such manner.
Notwithstanding the foregoing, Landlord may calculate the extrapolation of
Expenses under this Section based on 100% occupancy and service so long as such
percentage is used consistently for each year of the Term. The extrapolation of
Expenses under this Section shall be performed in accordance with the
methodology specified by the Building Owners and Managers Association.

3. 3. "TAXES" shall mean: (a) all real property taxes and other assessments on
the Building, the Property and 195 ▇▇▇▇▇, including, but not limited to, gross
receipts taxes, assessments for special improvement districts and building
improvement districts, governmental charges, fees and assessments for police,
fire, traffic mitigation or other governmental service of purported benefit to
the Property or 195 ▇▇▇▇▇, taxes and assessments levied in substitution or
supplementation in whole or in part of any such taxes and assessments and the
Property's and 195 ▇▇▇▇▇'▇ share of any real estate taxes and assessments under
any reciprocal easement agreement, common area agreement or similar agreement as
to the Property or 195 ▇▇▇▇▇; (b) all personal property taxes for property that
is owned by Landlord and used in connection with the operation, maintenance and
repair of the Property or 195 ▇▇▇▇▇; and (c) all costs and fees incurred in
connection with seeking reductions in any tax liabilities described in (a) and
(b), including, without limitation, any costs incurred by Landlord for
compliance, review and appeal of tax liabilities. Without limitation, Taxes
shall not include any income, capital levy, transfer, capital stock, gift,
estate or inheritance tax. If a change in Taxes is obtained for any year of the
Term during which Tenant paid Tenant's Pro Rata Share of any Tax Excess, then
Taxes for that year will be retroactively adjusted and Landlord shall provide
Tenant with a credit, if any, based on the adjustment. Likewise, if a change is
obtained for Taxes for the Base Year, Taxes for the Base Year shall be restated
and the Tax Excess for all subsequent years shall be recomputed. Tenant shall
pay Landlord the amount of Tenant's Pro Rata Share of any such increase in the
Tax Excess within 30 days after Tenant's receipt of a statement from Landlord.

4. 4. AUDIT RIGHTS. Tenant, within 365 days after receiving Landlord's statement
of Expenses, may give Landlord written notice ("REVIEW NOTICE") that Tenant
intends to review Landlord's records of the Expenses for the calendar year to
which the statement applies. Within a reasonable time after receipt of the
Review Notice, Landlord shall make all pertinent records available for
inspection that are reasonably necessary for Tenant to conduct its review. If
any records are maintained at a location other than the management office for
the Building, Tenant may either inspect the records at such other location or
pay for the reasonable cost of copying and shipping the records. If Tenant
retains an agent to review Landlord's records, the agent must be with a CPA firm
licensed to do business in the state or commonwealth where the Property is
located. Tenant shall be solely responsible for all costs, expenses and fees
incurred for the audit. Within 90 days after the records are made available to
Tenant, Tenant shall have the right to give Landlord written notice (an
"OBJECTION NOTICE") stating in reasonable detail any objection to Landlord's
statement of Expenses for that year. If Tenant fails to give Landlord an
Objection Notice within the 90 day period or fails to provide Landlord with a
Review Notice within the 365 day period described above, Tenant shall be deemed
to have approved Landlord's statement of Expenses and shall be barred from
raising any claims regarding the Expenses for that year. The records obtained by
Tenant shall be treated as confidential. In no event shall Tenant be permitted
to examine Landlord's records or to dispute any statement of Expenses unless
Tenant has paid and continues to pay all Rent when due.

EXHIBIT C

WORK LETTER

This Exhibit is attached to and made a part of the Lease by and between
CA-301 ▇▇▇▇▇▇ STREET LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP
("Landlord") and SONOMA COLLEGE, INC., A CALIFORNIA CORPORATION ("Tenant") for
space in the Building located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.

As used in this Work Letter, the "PREMISES" shall be deemed to mean the
Premises, as initially defined in the attached Lease.

1. 1. Landlord shall perform improvements to the Premises in accordance with the
plans prepared by ▇▇▇▇▇ Group, dated June 10, 2004, and most recently revised
November 18, 2004 (the "PLANS"). The improvements to be performed by Landlord in
accordance with the Plans and the installation of the supplemental HVAC unit and
submeter to measure electricity usage for Tenant's 2 conference rooms in the
Premises, as described in Section 9.04 of the Lease, are hereinafter
collectively referred to as the "LANDLORD WORK." It is agreed that construction
of the Landlord Work will be completed at Landlord's sole cost and expense
(subject to the terms of Section 2 below and subject to Tenant's contribution
for the supplemental HVAC unit as set forth in Section 9.04 of the Lease) using
Building standard methods, materials and finishes. Landlord shall enter into a
direct contract for the Landlord Work with a general contractor selected by
Landlord. In addition, Landlord shall have the right to select and/or approve of
any subcontractors used in connection with the Landlord Work. Landlord's
supervision or performance of any work for or on behalf of Tenant shall not be
deemed a representation by Landlord that such Plans or the revisions thereto
comply with applicable insurance requirements, building codes, ordinances, laws
or regulations, or that the improvements constructed in accordance with the
Plans and any revisions thereto will be adequate for Tenant's use, it being
agreed that Tenant shall be responsible for all elements of the design of
Tenant's plans (including, without limitation, compliance with law,
functionality of design, the structural integrity of the design, the
configuration of the premises and the placement of Tenant's furniture,
appliances and equipment).

2. 2. If Tenant shall request any revisions to the Plans, Landlord shall have
such revisions prepared at Tenant's sole cost and expense and Tenant shall
reimburse Landlord for the cost of preparing any such revisions to the Plans,
plus any applicable state sales or use tax thereon, upon demand. Promptly upon
completion of the revisions, Landlord shall notify Tenant in writing of the
increased cost in the Landlord Work, if any, resulting from such revisions to
the Plans. Tenant, within 3 Business Days, shall notify Landlord in writing
whether it desires to proceed with such revisions. In the absence of such
written authorization, Landlord shall have the option to continue work on the
Premises disregarding the requested revision. Tenant shall be responsible for
any Tenant Delay in completion of the Premises resulting from any revision to
the Plans. If such revisions result in an increase in the cost of Landlord Work,
such increased costs, plus any applicable state sales or use tax thereon, shall
be payable by Tenant upon demand. Notwithstanding anything herein to the
contrary, all revisions to the Plans shall be subject to the approval of
Landlord.

3. 3. Tenant acknowledges that the Landlord Work may be performed by Landlord in
the Premises during Building Service Hours subsequent to the Commencement Date.
Landlord and Tenant agree to cooperate with each other in order to enable the
Landlord Work to be performed in a timely manner and with as little
inconvenience to the operation of Tenant's business as is reasonably possible.
Notwithstanding anything herein to the contrary, any delay in the completion of
the Landlord Work or inconvenience suffered by Tenant during the performance of
the Landlord Work shall not subject Landlord to any liability for any loss or
damage resulting therefrom or entitle Tenant to any credit, abatement or
adjustment of Rent or other sums payable under the Lease, except as otherwise
specifically provided in the Lease.

4. 4. This Exhibit shall not be deemed applicable to any additional space added
to the Premises at any time or from time to time, whether by any options under
the Lease or otherwise, or to any portion of the original Premises or any
additions to the Premises in the event of a renewal or extension of the original
Term of the Lease, whether by any options under the Lease or otherwise, unless
expressly so provided in the Lease or any amendment or supplement to the Lease.

EXHIBIT D COMMENCEMENT LETTER

(EXAMPLE)

Date
-----------------------------
Tenant
----------------------------
Address
---------------------------

Re: Commencement Letter with respect to that certain Lease dated as of the
_____ day of __________, _____, by and between CA-301 ▇▇▇▇▇▇ STREET
LIMITED PARTNERSHIP, A DELAWARE LIMITED PARTNERSHIP, as Landlord, and
SONOMA COLLEGE, INC., A CALIFORNIA CORPORATION, as Tenant, for 5,586
rentable square feet on the 5th floor of the Building located at ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇.

Dear __________________:

In accordance with the terms and conditions of the above referenced
Lease, Tenant accepts possession of the Premises and agrees:

1. 1. The Commencement Date of the Lease is ___________________________;
2. 2. The Termination Date of the Lease is ____________________________.

Please acknowledge your acceptance of possession and agreement to the
terms set forth above by signing all 3 counterparts of this Commencement Letter
in the space provided and returning 2 fully executed counterparts to my
attention. This Commencement Letter shall be deemed accepted by Tenant if not
executed and returned to Landlord by Tenant within 30 days after the date that
Landlord delivers this Commencement Letter to Tenant for execution.

Sincerely,

Authorized Signatory

Agreed and Accepted:

Tenant: SONOMA COLLEGE, INC.

By:
----------------------------
Name:
--------------------------
Title:
-------------------------
Date:
--------------------------

EXHIBIT E

BUILDING RULES AND REGULATIONS

The following rules and regulations shall apply, where applicable, to
the Premises, the Building, the parking facilities (if any), the Property and
the appurtenances. In the event of a conflict between the following rules and
regulations and the remainder of the terms of the Lease, the remainder of the
terms of the Lease shall control. Capitalized terms have the same meaning as
defined in the Lease.

1. 1. Sidewalks, doorways, vestibules, halls, stairways and other similar areas
shall not be obstructed by Tenant or used by Tenant for any purpose other than
ingress and egress to and from the Premises. No rubbish, litter, trash, or
material shall be placed, emptied, or thrown in those areas. At no time shall
Tenant permit Tenant's employees to loiter in Common Areas or elsewhere about
the Building or Property.

2. 2. Plumbing fixtures and appliances shall be used only for the purposes for
which designed and no sweepings, rubbish, rags or other unsuitable material
shall be thrown or placed in the fixtures or appliances. Damage resulting to
fixtures or appliances by Tenant, its agents, employees or invitees shall be
paid for by Tenant and Landlord shall not be responsible for the damage.

3. 3. No signs, advertisements or notices shall be painted or affixed to
windows, doors or other parts of the Building, except those of such color, size,
style and in such places as are first reasonably approved in writing by
Landlord. All tenant identification and suite numbers at the entrance to the
Premises shall be installed by Landlord, at Tenant's cost and expense, using the
standard graphics for the Building. Except in connection with the hanging of
lightweight pictures and wall decorations, no nails, hooks or screws shall be
inserted into any part of the Premises or Building except by the Building
maintenance personnel without Landlord's prior approval, which approval shall
not be unreasonably withheld.

4. 4. Landlord may provide and maintain in the first floor (main lobby) of the
Building an alphabetical directory board or other directory device listing
tenants and no other directory shall be permitted unless previously consented to
by Landlord in writing which consent shall not be unreasonably withheld.

5. 5. Tenant shall not place any lock(s) on any door in the Premises or Building
without Landlord's prior written consent, which consent shall not be
unreasonably withheld, and Landlord shall have the right at all times to retain
and use keys or other access codes or devices to all locks within and into the
Premises. A reasonable number of keys to the locks on the entry doors in the
Premises shall be furnished by Landlord to Tenant at Tenant's cost and Tenant
shall not make any duplicate keys. All keys shall be returned to Landlord at the
expiration or early termination of the Lease.

6. 6. All contractors, contractor's representatives and installation technicians
performing work in the Building shall be subject to Landlord's prior approval,
which approval shall not be unreasonably withheld, and shall be required to
comply with Landlord's standard rules, regulations, policies and procedures,
which may be revised from time to time.

7. 7. Movement in or out of the Building of furniture or office equipment, or
dispatch or receipt by Tenant of merchandise or materials requiring the use of
elevators, stairways, lobby areas or loading dock areas, shall be restricted to
hours reasonably designated by Landlord. Tenant shall obtain Landlord's prior
approval by providing a detailed listing of the activity, which approval shall
not be unreasonably withheld. If approved by Landlord, the activity shall be
under the supervision of Landlord and performed in the manner required by
Landlord. Tenant shall assume all risk for damage to articles moved and injury
to any persons resulting from the activity. If equipment, property, or personnel
of Landlord or of any other party is damaged or injured as a result of or in
connection with the activity, Tenant shall be solely liable for any resulting
damage, loss or injury.

8. 8. Landlord shall have the right to approve the weight, size, or location of
heavy equipment or articles in and about the Premises, which approval shall not
be unreasonably withheld. Damage to the Building by the installation,
maintenance, operation, existence or removal of Tenant's Property shall be
repaired at Tenant's sole expense.

9. 9. Corridor doors, when not in use, shall be kept closed.

1. 10. Tenant shall not: (1) make or permit any improper, objectionable or
unpleasant noises or odors in the Building, or otherwise interfere in any way
with other tenants or persons having business with them; (2) solicit business or
distribute or cause to be distributed, in any portion of the Building,
handbills, promotional materials or other advertising; or (3) conduct or permit
other activities in the Building that might, in Landlord's sole opinion,
constitute a nuisance.

2. 11. No animals, except those assisting handicapped persons, shall be brought
into the Building or kept in or about the Premises.

3. 12. No inflammable, explosive or dangerous fluids or substances shall be used
or kept by Tenant in the Premises, Building or about the Property, except for
those substances as are typically found in similar premises used for general
office purposes and are being used by Tenant in a safe manner and in accordance
with all applicable Laws. Tenant shall not, without Landlord's prior written
consent, use, store, install, spill, remove, release or dispose of, within or
about the Premises or any other portion of the Property, any asbestos-containing
materials or any solid, liquid or gaseous material now or subsequently
considered toxic or hazardous under the provisions of 42

U.S.C. Section 9601 et seq. or any other applicable environmental Law
which may now or later be in effect. Tenant shall comply with all Laws
pertaining to and governing the use of these materials by Tenant and
shall remain solely liable for the costs of abatement and removal.

1. 13. Tenant shall not use or occupy the Premises in any manner or for any
purpose which might injure the reputation or impair the present or future value
of the Premises or the Building. Tenant shall not use, or permit any part of the
Premises to be used for lodging, sleeping or for any illegal purpose. 2. 14.
Tenant shall not take any action which would violate Landlord's labor contracts
or which would cause a work stoppage, picketing, labor disruption or dispute or
interfere with Landlord's or any other tenant's or occupant's business or with
the rights and privileges of any person lawfully in the Building ("LABOR
DISRUPTION"). Tenant shall take the actions necessary to resolve the Labor
Disruption, and shall have pickets removed and, at the request of Landlord,
immediately terminate any work in the Premises that gave rise to the Labor
Disruption, until Landlord gives its written consent for the work to resume.
Tenant shall have no claim for damages against Landlord or any of the Landlord
Related Parties nor shall the Commencement Date of the Term be extended as a
result of the above actions.

3. 15. Tenant shall not install, operate or maintain in the Premises or in any
other area of the Building, electrical equipment that would overload the
electrical system beyond its capacity for proper, efficient and safe operation
as determined solely by Landlord. Tenant shall not furnish cooling or heating to
the Premises, including, without limitation, the use of electric or gas heating
devices, without Landlord's prior written consent. Tenant shall not use more
than its proportionate share of telephone lines and other telecommunication
facilities available to service the Building.

4. 16. Tenant shall not operate or permit to be operated a coin or token
operated vending machine or similar device (including, without limitation,
telephones, lockers, toilets, scales, amusement devices and machines for sale of
beverages, foods, candy, cigarettes and other goods), except for machines for
the exclusive use of Tenant's employees and invitees.

5. 17. Bicycles and other vehicles are not permitted inside the Building or on
the walkways outside the Building, except in areas designated by Landlord.

6. 18. Landlord may from time to time adopt systems and procedures for the
security and safety of the Building and the Property, its occupants, entry, use
and contents. Tenant, its agents, employees, contractors, guests and invitees
shall comply with Landlord's systems and procedures.

7. 19. Landlord shall have the right to prohibit the use of the name of the
Building or any other publicity by Tenant that in Landlord's sole opinion may
impair the reputation of the Building or its desirability. Upon written notice
from Landlord, Tenant shall refrain from and discontinue such publicity
immediately. Tenant shall have the right to refer to the Building's address as
Tenant's address for business during the Term so long as Tenant is in occupancy
of the Premises.

8. 20. Neither Tenant nor its agents, employees, contractors, guests or invitees
shall smoke or permit smoking in the Common Areas, unless a portion of the
Common Areas have been declared a designated smoking area by Landlord, nor shall
the above parties allow smoke from the Premises to emanate into the Common Areas
or any other part of the Building. Landlord shall have the right to designate
the Building (including the Premises) as a non-smoking building.

9. 21. Landlord shall have the right to designate and approve standard window
coverings for the Premises and to establish rules to assure that the Building
presents a uniform exterior appearance. Tenant shall ensure, to the extent
reasonably practicable, that window coverings are closed on windows in the
Premises while they are exposed to the direct rays of the sun.

1. 22. Deliveries to and from the Premises shall be made only at the times in
the areas and through the entrances and exits reasonably designated by Landlord.
Tenant shall not make deliveries to or from the Premises in a manner that might
interfere with the use by any other tenant of its premises or of the Common
Areas, any pedestrian use, or any use which is inconsistent with good business
practice. 2. 23. The work of cleaning personnel shall not be hindered by Tenant
after 5:30 P.M., and cleaning work may be done at any time when the offices are
vacant. Windows, doors and fixtures may be cleaned at any time. Tenant shall
provide adequate waste and rubbish receptacles to prevent unreasonable hardship
to the cleaning service.

EXHIBIT F

ADDITIONAL PROVISIONS

1. RENEWAL OPTION.

▇. ▇▇▇▇▇ OF OPTION; CONDITIONS. Tenant shall have the right to
extend the Term (the "RENEWAL OPTION") for one additional
period of 5 years commencing on the day following the
Termination Date of the initial Term and ending on the 5th
anniversary of the Termination Date (the "RENEWAL TERM"), if:

1. 1. Landlord receives notice of exercise ("INITIAL RENEWAL NOTICE") not less
than 9 full calendar months prior to the expiration of the initial Term and not
more than 12 full calendar months prior to the expiration of the initial Term;
and

2. 2. Tenant is not in default under the Lease beyond any applicable cure
periods at the time that Tenant delivers its Initial Renewal Notice or at the
time Tenant delivers its Binding Notice (as defined below); and

3. 3. No part of the Premises is sublet (other than pursuant to a Permitted
Transfer, as defined in Section 11.04 of the Lease) at the time that Tenant
delivers its Initial Renewal Notice or at the time Tenant delivers its Binding
Notice; and

4. 4. The Lease has not been assigned (other than pursuant to a Permitted
Transfer, as defined in Section 11.04 of the Lease) prior to the date that
Tenant delivers its Initial Renewal Notice or prior to the date Tenant delivers
its Binding Notice.

B. TERMS APPLICABLE TO PREMISES DURING RENEWAL TERM.

1. 1. The initial Base Rent rate per rentable square foot for the Premises
during the Renewal Term shall equal the Prevailing Market (hereinafter defined)
rate per rentable square foot for the Premises. Base Rent during the Renewal
Term shall increase, if at all, in accordance with the increases assumed in the
determination of Prevailing Market rate. Base Rent attributable to the Premises
shall be payable in monthly installments in accordance with the terms and
conditions of Section 4 of the Lease.

2. 2. Tenant shall pay Additional Rent (i.e. Taxes and Expenses) for the
Premises during the Renewal Term in accordance with Section 4 of the Lease, and
the manner and method in which Tenant reimburses Landlord for Tenant's share of
Taxes and Expenses and the Base Year, if any, applicable to such matter, shall
be some of the factors considered in determining the Prevailing Market rate for
the Renewal Term.

C. PROCEDURE FOR DETERMINING PREVAILING MARKET. Within 30 days
after receipt of Tenant's Initial Renewal Notice, Landlord
shall advise Tenant of the applicable Base Rent rate for the
Premises for the Renewal Term. Tenant, within 15 days after
the date on which Landlord advises Tenant of the applicable
Base Rent rate for the Renewal Term, shall either (i) give
Landlord final binding written notice ("BINDING NOTICE") of
Tenant's exercise of its Renewal Option, or (ii) if Tenant
disagrees with Landlord's determination, provide Landlord with
written notice of rejection (the "REJECTION NOTICE"). If
Tenant fails to provide Landlord with either a Binding Notice
or Rejection Notice within such 15 day period, Tenant's
Renewal Option shall be null and void and of no further force
and effect. If Tenant provides Landlord with a Binding Notice,
Landlord and Tenant shall enter into the Renewal Amendment (as
defined below) upon the terms and conditions set forth herein.
If Tenant provides Landlord with a Rejection Notice, Landlord
and Tenant shall work together in good faith to agree upon the
Prevailing Market rate for the Premises during the Renewal
Term. When Landlord and Tenant have agreed upon the Prevailing
Market rate for the Premises, such agreement shall be
reflected in a written agreement between Landlord and Tenant,
whether in a letter or otherwise, and Landlord and Tenant
shall enter into the Renewal Amendment in accordance with the
terms and conditions hereof. Notwithstanding the foregoing, if
Landlord and Tenant are unable to agree upon the Prevailing
Market rate for the Premises within 30 days after the date
Tenant provides
1

Landlord with the Rejection Notice, Tenant's Renewal Option shall be
deemed to be null and void and of no force and effect.

D. Renewal Amendment. If Tenant is entitled to and properly exercises its
Renewal Option, Landlord shall prepare an amendment (the "RENEWAL
AMENDMENT") to reflect changes in the Base Rent, Term, Termination Date
and other appropriate terms. The Renewal Amendment shall be sent to
Tenant within a reasonable time after Landlord's receipt of the Binding
Notice or other written agreement by Landlord and Tenant regarding the
Prevailing Market rate, and Tenant shall execute and return the Renewal
Amendment to Landlord within 15 days after Tenant's receipt of same,
but, upon final determination of the Prevailing Market rate applicable
during the Renewal Term as described herein, an otherwise valid
exercise of the Renewal Option shall be fully effective whether or not
the Renewal Amendment is executed.

E. Definition of Prevailing Market. For purposes of this Renewal Option,
"PREVAILING MARKET" shall mean the arms length fair market annual
rental rate per rentable square foot under renewal leases and
amendments entered into on or about the date on which the Prevailing
Market is being determined hereunder for space comparable to the
Premises in the Building and office buildings comparable to the
Building in the downtown San Francisco, California area. The
determination of Prevailing Market shall take into account any material
economic differences between the terms of this Lease and any comparison
lease or amendment, such as rent abatements, construction costs and
other concessions and the manner, if any, in which the landlord under
any such lease is reimbursed for operating expenses and taxes. The
determination of Prevailing Market shall also take into consideration
any reasonably anticipated changes in the Prevailing Market rate from
the time such Prevailing Market rate is being determined and the time
such Prevailing Market rate will become effective under this Lease.

F. Subordination. Notwithstanding anything herein to the contrary,
Tenant's Renewal Option is subject and subordinate to the expansion
rights (whether such rights are designated as a right of first offer,
right of first refusal, expansion option or otherwise) of any tenant of
the Building existing on the date hereof.

EXHIBIT 10.13 301 HOWARD STREET SAN FRANCISCO, CALIFORNIA OFFICE LEASE AGREEMENT

Document Metadata

Document Metadata

Table of Contents