Preview | Sublease Agreement |

A. Sublessor is the tenant under that certain Standard Office Lease for 88 Kearny dated as of January 10, 2000, as amended by the First Amendment to Office Lease dated as of February 1, 2000, the Second Amendment to Office Lease dated as of June 21, 2000 and the Third Amendment to Office Lease dated as of October 29, 2003; a copy of which is attached hereto as Exhibit A (the Master Lease), between Sublessor and Teachers Insurance and Annuity Association of America, for the benefit of its separate Real Estate Account (Landlord), of premises more particularly described therein located on the 13^th and 21^st Floors of 88 Kearny Street, San Francisco, California (the Building);

	1.		Agreement to Sublease. Subject to the terms and conditions of this Sublease and to Landlords written consent, Sublessor hereby subleases to Sublessee and Sublessee subleases and hires from Sublessor the Subleased Premises, including the Personal Property and the voice, data and cabling existing in the Subleased Premises.

	2.		Sublessor Warranties. Sublessor warrants to Sublessee that the Master Lease has not been amended or modified except as expressly set forth in this Sublease; that Sublessor, to the best of its knowledge, is not now, and as of the commencement of the Term (defined in this Sublease) of this Sublease will not be, in default or breach of any of the provisions of the Master Lease; and that Sublessor has no knowledge of any claim by Master Landlord that Sublessor is in default or breach of any of the provisions of the Master Lease.

	3.		Term. The Subleased Premises will be delivered by Sublessor to Sublessee on January 1, 2007, and the sublease term shall commence upon such delivery and shall end on May 31, 2010 (the Sublease Term).

	4.		Rent and Additional Charges.

(a)

Sublessee shall pay to Sublessor as rent for the Subleased Premises (the Sublease Rent) the amount of $30,739.75 per month (forty-one dollars and 00/100^th ($41.00) per rentable square foot per year) for the Sublease Term, provided there shall be no obligation to pay Sublease Rent for the first month of occupancy (January 1-January 31, 2007). The Sublease Rent shall be paid in advance on the first day of each calendar month during the Sublease Term commencing on February 1, 2007. Delivery is subject to the move-out of the current tenant (Gateway Container Corporation) and is beyond the control of Sublessor. If the current tenant moves out early, Sublessor shall grant Sublessee early occupancy for the purpose of Sublessees initial fixturization and move-in. If for any reason Sublessor does not deliver Possession to Sublessee on the Commencement of the Term, Sublessor will not be subject to any liability for this failure, the Termination Date will not be extended by the delay, and the validity of this Sublease will not be impaired. Rent will be abated until delivery of Possession. However, if Sublessor has not delivered Possession to Sublessee within thirty (30) days after the Commencement Date, at any time after that and before delivery of Possession, Sublessee may give written notice to Sublessor of Sublessees intention to cancel this Sublease. The notice will set forth an effective date for the cancellation, which will be at least ten (10) days after delivery of notice to Sublessor. If Sublessor delivers Possession to Sublessee on or before this effective date, this Sublease will remain in full force. If Sublessor fails to deliver Possession to Sublessee on or before this effective date, this Sublease will be canceled. Upon cancellation, all consideration previously paid by Sublessee to Sublessor on account of this Sublease will be returned to Sublessee, this Sublease will have no further force, and Sublessor will have no further liability to Sublessee because of this delay or cancellation. If Sublessor permits Sublessee to take Possession prior to the commencement of the Term, the early Possession will not advance the Termination Date and will be subject to the provisions of this Sublease, including, without limitation, the payment of rent.

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