LEASE

1.             Premises; Term. The Landlord is the owner of that certain real property commonly known as 5729 Terminal Avenue, Riverbank, California 95367, together with all improvements constructed thereon, including the building (the "Building"), the parking and loading areas, if any, and all easements, rights-of-way, and other rights appurtenant thereto (collectively, the "Premises"). Landlord does hereby lease to Tenant and Tenant hereby leases from Landlord the Premises for the period from January 2, 2007 (the "Commencement Date") to December 31, 2007 (the "Initial Term" and as such Initial Term may be extended, the "Term"), unless sooner terminated or extended as provided herein, subject to the terms, covenants, and agreements herein contained. Upon the expiration of the Initial Term, the Term shall automatically be renewed for a period of one additional year until December 31, 2008 (the "First Renewal Term"), unless Tenant or Landlord notifies the other at least ninety (90) days in advance of the expiration of the Initial Term that the Term shall not be extended. Notwithstanding the foregoing, Tenant may terminate this Lease and the Term at any time upon at least thirty (30) days prior notice to Landlord. A portion of the Premises is currently used by Harold Barnett or Robert E. Barnett or their affiliates for the storage of certain property under separate arrangements with the Landlord. The parties agree that such persons may continue to use such portion of the Premises solely for the storage of such property, but that the Tenant shall not have any responsibility whatsoever with respect to such property and such property shall be maintained on the Premises at the sole cost, expense and risk of the Landlord and such persons. The Landlord shall cause (1) such persons to waive any and all claims they may have at any time against the Tenant with respect to any loss of or damage to such property and (ii) such storage or any access to or removal of such property not to interfere with the Tenant's business or use of the remainder of the Premises.

2.              Use; Compliance.  Tenant shall not use and occupy the Premises for any unlawful purpose. Tenant shall not make any use of the Premises that will invalidate any policies of insurance now or hereafter carried on the Building. Tenant will not do anything upon the Premises that would constitute a nuisance. Tenant shall comply in all material respects with all applicable laws, statutes, ordinances, rules and regulations relating to the Tenant's specific use (and not mere occupancy) of the Premises.

3.        Rent. Tenant shall pay to Landlord monthly rent ("Rent") for each month during the Term in the amount equal to $1,800 per month, provided, however, that the monthly Rent shall be increased by five percent (5%) on the first day of the First Renewal Term. Rent shall be payable in advance on the Commencement Date and on the first day of each month. thereafter during the Term. lithe Term commences on a day other than the first day of a month, or ends on a day other than the last day of a month, then the Rent for such fractional month shall be prorated on the basis of 1/30th of the monthly Rent for each day of such fractional month.

4.             Utilities. Tenant shall pay for all water, gas, electricity, telephone and other utilities used by Tenant. If not separately metered or if used by other persons, the Landlord and the Tenant shall mutually agree upon the portion of any such charges to be paid by Tenant.

5.    Taxes.  Landlord shall be responsible for paying and discharging all Real Property Taxes. As used herein, the term "Real Property Taxes" shall mean any form of real estate tax or assessment, general, special, ordinary or extraordinary, and any license fee, rental tax, improvement bond or bonds, levy or tax imposed upon the Premises. Tenant shall be responsible for paying all taxes levied against its personal property and trade fixtures.

6.             Repairs and Maintenance.  This Lease is a gross lease and that, except as expressly provided in this Lease, Landlord at its sole cost and expense shall be responsible for ensuring that the Premises comply with all applicable laws, statutes, ordinances, rules and regulations and for all general and capital maintenance, repair and replacement of the Building, and Premises and all portions thereof. Without limiting the foregoing, Landlord, at its own expense, shall keep the Building and the Premises, including without limitation all parking areas, the roof, foundation, exterior and interior walls, common areas, structural elements and components, Building systems, and all sewer and utility lines serving the Building in good order and repair and perform and make such repairs and replacement as shall be required to keep the Premises and the Building in good condition and repair. At the expiration or other termination of this Lease, Tenant shall surrender the Building and the Premises in as good condition as when received, loss by fire or other casualty or ordinary wear and tear, changes contemplated or permitted by this Lease or by Landlord and items which Landlord is required to maintain, repair and replace excepted. Tenant shall give Landlord notice of any maintenance, repair or replacement which Tenant becomes aware, after which Landlord shall promptly commence and diligently complete such maintenance, repairs or replacement within a reasonable period of time. Tenant shall have the right to perform any required maintenance, repairs and replacements if Landlord fails to promptly commence and complete the same or if that Tenant has obtained Landlord's prior written approval, which approval shall not be unreasonably withheld or delayed. In the event Tenant is permitted to and performs any such work, Tenant shall be entitled, at Tenant's option, to offset all or part of the cost from any Rent or other payments and/or require Landlord to pay Tenant for all or part of the cost thereof upon demand.

9.             Casualt .  If the Premises shall be damaged by fire or other casualty (any of the foregoing, a "Casualty"), Landlord shall cause the Premises to be repaired and restored substantially to the same condition existing prior to the Casualty within sixty (60) days; provided, however, that if such repairs and restoration are reasonably expected to take in excess of sixty (60) days, or if Tenant determines in good faith that it is desirable or necessary to terminate the Lease because its use of any part of the Premises has been adversely affected, then either Landlord or Tenant shall have the right to terminate this Lease as of the date of such Casualty upon notice to such effect to the other and Tenant shall pay Rent, which shall be equitable abated as provided below, only for such period of time as Tenant continues to occupy the Premises. If Tenant is unable to use any portion of the Premises for substantially the same purposes and to substantially the same extent as prior to such Casualty, the Rent shall be equitably abated until Landlord shall have completed the required repairs or restorations. Any excess proceeds of any insurance carried by Landlord which remain after the completion of any repair or restoration may be retained by Landlord.

10.             Property Insurance.  Tenant shall obtain and maintain in force and effect during the Term hereof such insurance as it desires on its own fixtures and personal property. Landlord shall obtain and maintain at Landlord's expense, in full force and effect throughout the Term for the mutual benefit of Landlord and Tenant, fire and extended coverage insurance on the Building in an. amount equal to the full insurable value of the Building (subject to self-insurance, deductibles and self- insured risk retentions in amounts not to exceed those maintained by persons with similar financial conditions engaged in similar businesses). Landlord and Tenant each hereby waive any and every claim for recovery from the other for any and all loss of or damage to the Building or Premises or to the contents thereof (including Tenant's personal property), which loss or damage is covered, is required under this Lease to be covered or can be covered by physical damage insurance policies (including without limitation any claim for recovery of any self-insurance, deductibles or self-insured risk retentions). Inasmuch as this mutual waiver will preclude the assignment of any such claim by subrogation (or otherwise) to an insurance company (or any other person), Landlord and Tenant each agree to give to each insurance company which has issued, or in the future may issue, to it policies of physical damage insurance, written notice of the terms of this mutual waiver and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation. of said insurance coverage by reason of said waiver and to provide that such insurance may not be cancelled or materially and adversely charged without at least ten (10) days prior notice to the other party hereto. Upon request, Landlord and Tenant shall deliver to the other certificates of insurance or copies of insurance policies (if requested) evidencing the coverage and endorsements.

13.             Default by Tenant.  If (i) default shall be made in the payment of the Rent or in the payment of any other sum required to be paid by Tenant under this Lease and such default shall continue for ten (10) business days after Tenant's receipt of written notice from Landlord, (ii) Tenant shall fail to perform in all material respects any of the other covenants which Tenant is required to perform and such default shall continue for thirty (30) days after written notice to Tenant from Landlord, provided, however, if such default cannot be reasonably cured within said thirty (30) day period Tenant shall not be in default if Tenant promptly commences to cure the default and thereafter diligently continues such efforts to cure the default, (iii) Tenant shall make a general assignment for the benefit of its creditors or shall file a voluntary petition for bankruptcy or other reorganization, arrangement, conservation, liquidation, dissolution or similar relief, or (iv) any proceeding is filed against Tenant seeking any relief mentioned or similar to that referred to in (iii) above and said proceeding is not discharged within thirty (30) days of the filing thereof or Tenant consents, acquiesces, admits or otherwise approves or agrees to any such proceeding or such relief, then Landlord may treat the occurrence of any one or more of the foregoing events as a breach of this Lease, and thereupon at its option may, with notice to Tenant, may terminate this Lease and the Term created hereby and recover any sum of money or damages owed by Tenant to Landlord,

15.             Surrender.  On or before the date this Lease and the Term hereby created expires, or promptly following the date this Lease is terminated, Tenant shall remove from the Premises all of Tenant's personal property and surrender possession of the Premises to Landlord, free of all rubbish and debris created by Tenant.

16.             Holding Over.  In the event that Tenant fails to surrender possession of the Premises after the expiration or termination of the Term, Tenant shall be deemed to be occupying the Premises on a month-to-month tenancy, subject to the other terms and conditions of this Lease, but the provisions of this Article shall not be a waiver by Landlord of any right to terminate this Lease or of re-entry, nor shall the receipt of any Rent operate as a waiver of such rights.

17.             Estoppel.  From time to time, within fifteen (15) days of any request by the other party hereto, Landlord and Tenant shall deliver a written statement certifying (a) that this Lease is unmodified and in full force and effect (or if there have been modifications that the Lease as modified is in full force and effect and identifying any such modifications), (b) the dates to which the Rent and other charges have been paid, (c) that neither such party nor, to the knowledge of such party, the other party hereto is in default under this Lease, or, if in default, the nature thereof in reasonable detail, (d) that to the knowledge of such party there are no offsets or defenses to the payment of Rent, additional rent or any other sums payable under this Lease or, if there are any such offsets or defenses, specifying such in reasonable detail, and (e) such further matters as may be reasonably requested by the requesting party.

18.           Assignment.  Tenant shall not, without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, assign, convey, sublet, mortgage, pledge or otherwise transfer this Lease, or any part thereof, or any interest hereunder.

19.             Notice.  In every instance where it shall be necessary or desirable for Landlord or Tenant to serve any notice or demand upon the other, such notice or demand shall be sent by United States registered or certified mail, postage prepaid, courier service or personal delivery. Notices and demands shall be addressed to Landlord at the place where rental under this Lease is then being paid or such other address as Landlord may have specified for notices. Any notices and demands shall be addressed to Tenant at the Premises or to such other address as Tenant may have specified for notices. Notice sent as aforesaid shall be deemed to have been served at the time the same is delivered or refused.

20.    Subordination.  The rights of Tenant under this Lease shall be subordinate at all times to all ground leases and underlying leases, if any, now or hereafter in force against the Premises, and to the lien of any mortgages or deeds of trust now or hereafter in force against such leases, the Premises or the Building. Notwithstanding the foregoing, the foregoing subordination is expressly conditioned upon Landlord obtaining from any such lessor, mortgagee or trustee and delivering to Tenant a non- disturbance agreement in form and substance reasonably satisfactory to Tenant.