OPTION AGREEMENT by and between Village Builders, L.P., a California limited partnership ("Optionor")

OPTION AGREEMENT

by and between

Village Builders, L.P.,

a California limited partnership

("Optionor")

and

Fair, Xxxxx and Company, Inc.,
a Delaware corporation

("Optionee")

Dated as of November 26, 1997

EXHIBIT 10.33

OPTION AGREEMENT

This Option Agreement (this "Option Agreement") is made as of the 26th
day of November, 1997, by and between Village Builders, L.P., a California
limited partnership ("Optionor"), and Fair, Xxxxx and Company, Inc., a Delaware
corporation ("Optionee").

RECITALS

A. Optionor as buyer, and Pacific Gas & Electric Company ("PG&E") as
seller, have entered into an Asset Sale Agreement, dated as of June 25, 1996, as
amended (collectively, the "Asset Sale Agreement") regarding the purchase of
those certain parcels of real property commonly known as 750 and 000 Xxxxxxx
Xxxxxx, Xxx Xxxxxx, Xxxxxxxxxx, more particularly described on Exhibit D hereto
and depicted on the Site Plan (as defined below) (the "PG&E Property").

B. The City of San Xxxxxx or its Redevelopment Agency (the "Agency") is
the owner of those certain parcels of real property described on Exhibit C
hereto (the "City Property"). The Agency has begun the process necessary to
dispose of the City Property, and it is Optionor's intention to obtain an option
to purchase the City Property from the Agency, if possible.

C. Optionor and Optionee are entering into the Lease (as defined
below), whereby Optionor will lease to Optionee, and Optionee will lease from
Optionor, upon and subject to the terms, covenants, provisions and conditions of
such Lease, office buildings to be constructed on the Phase I Land (as defined
below).

D. Optionor and Optionee are also entering into the Leasehold
Improvements Agreement (as defined below), whereby Optionor will construct
certain Site and Shell Improvements and Tenant Improvements (as those terms are
defined below) on the PG&E Property for the use of Optionee.

E. Optionee desires to obtain from Optionor certain options, one of
which is to purchase all of the PG&E Property, and the others of which are to
purchase only the Phase I Land (and with respect to each option, Optionee also
shall purchase all improvements located on the PG&E Property or the Phase I
Land, as applicable, as of the date of Optionee's purchase), and Optionor
desires to grant such options to Optionee, all on the terms and subject to the
conditions set forth herein.

F. In consideration whereof, Optionor and Optionee have reached an
understanding regarding the granting of such options and other rights and
concerning other matters relating thereto.

Now, therefore, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Optionor and Optionee mutually
agree as follows:

-2-

1. DEFINITIONS.

Certain terms used in this Option Agreement and the Exhibits
hereto shall have the meaning set forth below for each such term. Certain other
terms shall have the meaning set forth elsewhere in this Option Agreement and
the Exhibits hereto. Unless otherwise defined in this Option Agreement or in the
Exhibits hereto, defined terms shall have the meaning ascribed to them in the
Lease or the Leasehold Improvements Agreement.

1.1. "Access Agreement" shall mean an agreement between
Optionor and PG&E permitting PG&E to have access to the Project in connection
with the operation, maintenance, repair, replacement and relocation of the
Containment Facilities.

1.2. "Base Building Improvements" shall have the meaning
ascribed to that term in the Leasehold Improvements Agreement.

1.3. "Break-Up Fee Maximum Amount" shall mean an amount equal
to the aggregate amount of all application fees, commitment fees, appraisal or
property or plan review fees, financing-related legal fees of lender, reasonable
fees and expense reimbursements paid to a mortgage broker, prepayment fees or
penalties, yield maintenance fees, hedge fees and costs, break-up fees,
deposits, closing costs and loan fees and other costs and charges which either
(i) were incurred by Optionor in connection with the Take-Out Financing on or
before the Closing Date (whether or not then paid), but which are ultimately to
be paid by Optionor, or (ii) in the event that Take-Out Financing has not been
obtained by Optionor at or before the Closing Date, the actual amount thereof
incurred and ultimately paid or to be paid by Optionor in connection with the
termination of any agreements for the provision of funds for equity capital and
Take-Out Financing for the Project. Notwithstanding the foregoing, in no event
shall Optionee be responsible for any such amount described in this Section 1.3
which, in the aggregate, exceed Thirty Thousand Dollars ($30,000), and which are
paid or incurred before December 1, 1997.

1.4. "Buildings" shall mean the buildings to be constructed by
Optionor on the Phase I Land pursuant to the Leasehold Improvements Agreement;
"Building" shall mean one such building, without inherent specificity as to
which of them.

1.5. "City" shall mean the City of San Xxxxxx or the San
Xxxxxx Redevelopment Agency, without inherent specificity as to which of them.

1.6. "Closing Date" shall mean and refer to the date specified
in Section 9.2 below, unless such date is changed in accordance with the other
provisions of this Option Agreement.

1.7. "Construction Financing" shall have the meaning ascribed
to that term in the Leasehold Improvements Agreement.

1.8. "Contingent Purchase Price" shall mean the amount of One
Million Dollars ($1,000,000.00).

1.9. "Declaration" shall have the meaning ascribed to that
term in the Lease.

1.10. "Development Agreement" shall mean and refer to a
development agreement between Optionor and the City, which provides vested
rights for the development of the Project and Phase II with not less than three
hundred fifty thousand (350,000) square feet of gross

building area and parking facilities at a rate of not less than three (3) spaces
per one thousand (1,000) square feet of such gross building area.

1.11. "Development Management Fee" shall mean and refer to the
development management fee which is included within Phase I Project Cost in
accordance with the provisions of the Leasehold Improvements Agreement.

1.12. "Escrow" shall mean and refer to the escrow depository
and disbursement services to be provided by the Title Company in closing the
purchase and sale transaction described in this Option Agreement.

1.13. "First Option" shall mean and refer to the option to
purchase the PG&E Option Property granted by Optionor to Optionee pursuant to
Section 0.

1.14. "First Option Permitted Exceptions" shall mean and refer
to those liens, encumbrances, defects or other matters pertaining to title which
are referred to in Section 2.10.

1.15. "First Option Purchase Price" shall mean the purchase
price for the PG&E Option Property if the First Option is duly exercised by
Optionor, as such purchase price is determined in accordance with the provisions
of Section 2.5, but excluding therefrom the Contingent Purchase Price.

1.16. "First Option Term Expiration Date" shall mean and refer
to the date so described in Section 2.2 below.

1.17. "Hazardous Materials" shall mean and refer to any
substance or material now or hereafter defined or regulated by any Environmental
Law as "hazardous substance," "hazardous waste," hazardous material," "extremely
hazardous waste," "designated waste," "restricted hazardous waste," "toxic
substance," or similar term. As used herein, the term "Hazardous Materials" also
means and includes any substance or material: (1) which is explosive, corrosive,
infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous and is
regulated by any appropriate governmental authority as a hazardous material; or
(2) which is or contains oil, gasoline, diesel fuel or other petroleum
hydrocarbons; or (3) which is or contains polychlorinated biphenyls, asbestos,
urea formaldehyde foam insulation, radioactive materials; or (4) which is radon
gas. The term "Hazardous Substances" may include without limitation raw
materials, building components, wastes, and the products of any manufacturing or
other activities on the Project.

1.18. "Laws" shall mean all present and future Laws, statutes,
ordinances, resolutions, regulations, codes, proclamations, orders or decrees of
any municipal, county, state or federal government or other governmental or
regulatory authority or special district with jurisdiction over the Project, or
any portion thereof, whether currently in effect or adopted in the future and
whether or not in the contemplation of the parties hereto.

1.19. "Lease" shall mean that certain "Lease Agreement (Phase
I)" by and between Optionor, as landlord, Optionee, as tenant, of even date
herewith, which lease pertains to the Buildings to be constructed on the Phase I
Land.

1.20. "Leasehold Improvements Agreement" shall mean that
certain "Leasehold Improvements Agreement" between Optionor and Optionee of even
date herewith.

1.21. "Option" shall mean and refer to the First Option, the
Second Option and the Third Option, without inherent specificity as to which of
them. "Options" shall collectively mean and refer to the First Option, the
Second Option and the Third Option.

1.22. "Optionee" shall mean and refer to Fair, Xxxxx and
Company, Inc., a Delaware corporation, and its successors and assigns.

1.23. "Optionor" shall mean and refer to Village Builders,
L.P., a California limited partnership, and its successors and assigns.

1.24. "Parking Easement Agreement" shall have the meaning
ascribed to that term in the Leasehold Improvements Agreement.

1.25. "Permitted Exceptions" shall mean and refer: (i) if
Optionee is purchasing the PG&E Property pursuant to a valid exercise of the
First Option, to the First Option Permitted Exceptions; (ii) if Optionee is
purchasing the Phase I Land pursuant to a valid exercise of the Second Option,
to the Second Option Permitted Exceptions; or, (iii) if Optionee is purchasing
the Phase I Land pursuant to a valid exercise of the Third Option, to the Third
Option Permitted Exceptions.

1.26. "PG&E Option Property" shall mean and refer to all of
the following: (i) the PG&E Property; and (ii) the rights, if any, of Optionor
in all plans, drawings, maps, reports, studies, designs, computer data and
similar documents for the development of the PG&E Property. All rights of
Optionor in all such materials for the development of the PG&E Property are
subject to any rights and interests in such materials held by the persons or
firms which produced them; provided, however, Optionor shall use commercially
reasonable efforts to obtain from all such persons and firms their agreement
that the rights of Optionor; if any, may be assigned to Optionee as part of
Optionee's purchase of the PG&E Option Property.

1.27. "PG&E Property" shall mean that certain real property
owned by PG&E as of the date of this Option Agreement and more particularly
described in Exhibit D. The parties acknowledge and agree that the legal
description of the PG&E Property attached hereto as Exhibit D is intended to
describe the real property depicted as the "West Parcel" and "Central Parcel" on
that certain Site Plan of the Fair Xxxxx Office Park, prepared by Xxxxxx,
Xxxxxxxx & Xxxx, Inc., last revised on November 10, 1997 (sheet no. A1.01) (the
"Site Plan"). The parties further acknowledge and agree that the legal
description of the PG&E Property may need to be revised on or before the Closing
Date in order to consummate the transactions contemplated herein and cause the
Title Company to insure the same, and neither party shall unreasonably withhold
or delay its consent thereto. Furthermore, neither party shall withhold such
consent if it obtains a title policy endorsement or other reasonably
satisfactory evidence that the revised legal description describes the land
which is depicted on the Site Plan described above.

1.28. "Phase I Land" shall mean that portion of the PG&E
Property described in Exhibit A. The parties acknowledge and agree that the
legal description of the Phase I Land attached hereto as Exhibit A is intended
to describe the real property depicted as the "Phase I Land" on the Site Plan.
The parties further acknowledge and agree that the legal description of the
Phase I Land may need to be revised on or before the Closing Date in order to
consummate the transactions contemplated herein and cause the Title Company to
insure the same, and neither party shall unreasonably withhold or delay its
consent thereto. Furthermore, neither party shall withhold such consent if it
obtains a title policy endorsement or other reasonably satisfactory evidence
that the revised legal description describes the land which is depicted on the
Site Plan described above.

1.29. "Phase I Option Property" shall mean and refer to all of
the following: (i) the Phase I Land; and (ii) the rights, if any, of Optionor in
all plans, drawings, maps, reports, studies, designs, computer data and similar
documents for the development of the Phase I Land. All rights of Optionor in all
such materials for the development of the Phase I Land are subject to

any rights and interests in such materials held by the persons or firms which
produced them; provided, however, Optionor shall use commercially reasonable
efforts to obtain from all such persons and firms their agreement that the
rights of Optionor, if any, may be assigned to Optionee as part of Optionee's
purchase of the Phase I Option Property.

1.30. "Phase I Project Cost" shall have the meaning ascribed
to that term in the Leasehold Improvements Agreement.

1.31. "Phase II" shall mean the Phase II Land and the
improvements which may hereafter be constructed on the Phase II Land.

1.32. "Phase II Current Costs" shall have the meaning ascribed
to that term in the Leasehold Improvements Agreement.

1.33. "Phase II Land" shall mean those certain parcels of real
property described in Exhibit B. The parties acknowledge and agree that the
legal description of the Phase II Land attached hereto as Exhibit B is intended
to describe the real property depicted as the "Phase II Land" on the Site Plan.
The parties further acknowledge and agree that the legal description of the
Phase II Land may need to be revised on or before the Closing Date in order to
consummate the transactions contemplated herein and cause the Title Company to
insure the same, and neither party shall unreasonably withhold or delay its
consent thereto. Furthermore, neither party shall withhold such consent if it
obtains a title policy endorsement or other reasonably satisfactory evidence
that the revised legal description describes the land which is depicted on the
Site Plan described above.

1.34. "Phase II Purchase Agreement" shall mean that certain
"Purchase Agreement" between Village Builders, L.P., and Fair Xxxxx and Company,
Inc. of even date herewith by which Optionor agrees to sell, and Optionee agrees
to purchase, Phase II (unless Optionee acquires the PG&E Option Property
pursuant to the First Option).

1.35. "Project" shall mean the Phase I Land and the Buildings
and all other improvements to be constructed thereon pursuant to the Leasehold
Improvements Agreement or which are hereafter constructed thereon by Optionor or
Optionee in accordance with the provisions of this Option Agreement or the
Leasehold Improvements Agreement.

1.36. "Purchase Price" shall mean and refer: (i) if Optionee
is purchasing the PG&E Property pursuant to a valid exercise of the First
Option, the First Option Purchase Price; (ii) if Optionee is purchasing the
Phase I Land pursuant to a valid exercise of the Second Option, the Second
Option Purchase Price; or, (iii) if Optionee is purchasing the Phase I Land
pursuant to a valid exercise of the Third Option, the Third Option Purchase
Price.

1.37. "Second Option" shall mean and refer to the option to
purchase the Phase I Option Property granted by Optionor to Optionee pursuant to
Section 3.

1.38. "Second Option Permitted Exceptions" shall mean and
refer to those liens, encumbrances, defects or other matters pertaining to title
which are referred to in Section 3.11.

1.39. "Second Option Purchase Price" shall mean the purchase
price for the Phase I Option Property if the Second Option is duly exercised by
Optionor, as such purchase price is determined in accordance with the provisions
of Section 3.5.

1.40. "Second Option Term Expiration Date" shall mean and
refer to the date so described in Section 3.2 below.

1.41. "Site and Shell Improvements" shall have the meaning
ascribed to that term in the Leasehold Improvements Agreement.

1.42. "Substantial Completion", as it pertains to any Building
on the Phase I Land, shall be as defined in the Leasehold Improvements
Agreement.

1.43. "Synthetic Lease Lessor" shall mean (i) those entities
identified by Optionee in its October 23, 1997 letter to Optionor, and (ii) any
other entity to which Optionee conveys the PG&E Option Property (or any portion
thereof, with the obligation to lease the PG&E Option Property (or such portion
thereof) back in a Synthetic Lease Transaction, so long as such other entity
(and any entity which directly or indirectly controls such other entity) does
not conduct as its primary business the acquisition, development or ownership of
real property assets.

1.44. "Synthetic Lease Transaction" shall mean a transaction
whereby Optionee conveys or causes the conveyance of the PG&E Option Property
(or any portion thereof) to a Synthetic Lease Lessor from which Optionee (or its
affiliate) leases back the PG&E Option Property (or such portion thereof) from
such Synthetic Lease Lessor pursuant to a lease which would be categorized under
Generally Accepted Accounting Principles as an operating lease and which has the
following characteristics: (i) the initial term of such lease is less than ten
(10) years; and, (ii) at the expiration of the term of such lease, subject to
any rights of the tenant to extend the term of the lease, the tenant would be
required, at its sole election made not more than two (2) years prior to the
expiration of the term of the lease, either to repurchase the property so leased
and the improvements thereon for the Synthetic Lease Lessor's then outstanding
loan balance or, acting as the Synthetic Lease Lessor's agent, to sell the
property which is the subject of the lease to a third party and to guarantee to
the Synthetic Lease Lessor any deficiency between the proceeds of such sale and
the Synthetic Lease Lessor's then outstanding loan balance, up to a stipulated
amount of deficiency.

1.45. "Take-Out Financing" shall have the meaning ascribed to
that term in the Leasehold Improvements Agreement.

1.46. "Taking" shall mean the exercise by a governmental
authority of the power of eminent domain or the conveyance of the Project or
Phase II or any portion thereof to, or at the direction of, a governmental
authority which has the power of eminent domain and which has threatened to
exercise such power if such a conveyance were not made.

1.47. "Tenant Improvements" shall have the meaning ascribed to
that term in the Leasehold Improvements Agreement.

1.48. "Third Option" shall mean and refer to the option to
purchase the Phase I Option Property granted by Optionor to Optionee pursuant to
Section 4.

1.49. "Third Option Permitted Exceptions" shall mean and refer
to those liens, encumbrances, defects or other matters pertaining to title which
are referred to in Section 4.10.

1.50. "Third Option Purchase Price" shall mean the purchase
price for the Phase I Option Property if the Third Option is duly exercised by
Optionor, as such purchase price is determined in accordance with the provisions
of Section 4.5.

1.51. "Third Option Term Expiration Date" shall mean and refer
to the date so described in Section 4.2 below.

1.52. "Title Company" shall mean and refer to First American
Title Company of Marin, San Rafael, California.

2. FIRST OPTION.

2.1. Grant of First Option. Optionor hereby grants to Optionee
an option and right (the "First Option") to purchase the PG&E Option Property at
the price and on both the terms and conditions set forth in this Section 2 and
the terms and conditions set forth in the remainder of this Option Agreement
(other than in Sections 3 and 4, the provisions of which shall not be applicable
to the First Option herein granted).

2.2. Term of First Option. The First Option and the term
thereof shall commence on the date hereof, and shall terminate on the date (the
"First Option Term Expiration Date") which is the later to occur of: (i) the
fifth (5th) day following both the execution of the Development Agreement by the
City and the approval by the California Public Utilities Commission of PG&E's
Application to Sell Two Parcels of Vacant Land (Application No. 97 10 003),
filed on October 1, 1997 as such application may hereafter be amended or
superseded by PG&E (the "Application"); or, (ii) February 2, 1998. The foregoing
notwithstanding, in the event that, for any reason, a Development Agreement is
not executed by the City on or before May 1, 1998, then the First Term Option
Expiration Date shall be May 15, 1998. Optionee also shall have the right to
exercise the First Option in such other circumstances as are specifically
provided in this Option Agreement, the Lease, the Leasehold Improvements
Agreement or the Phase II Purchase Agreement. Each of Optionor or Optionee
agrees that it shall not request any delay in the execution of the Development
Agreement or the approval of the Application.

2.3. Method of Exercise of First Option. The First Option may
be exercised at any time between the date hereof and 5:00 p.m. on the First
Option Term Expiration Date. In order to exercise the First Option, Optionee
shall, before 5:00 p.m. on the First Option Term Expiration Date, deliver to
Optionor an unconditional and irrevocable written notice of such exercise.
Within five (5) days after that exercise, Optionor and Optionee shall execute
standard form escrow instructions which are provided by the Title Company and
which are in all respects consistent with the terms of this Option Agreement, at
which time Optionee shall then deposit with Escrow the sum of One Million
Dollars ($1,000,000.00) in cash or immediately available funds as a
non-refundable deposit against the First Option Purchase Price, which deposit
shall be applicable to the First Option Purchase Price for the PG&E Option
Property. The First Option may be exercised, if at all, by Optionee only as to
the entirety of the PG&E Option Property. The First Option shall expire and be
of no force or effect at 5:00 p.m. on the First Option Term Expiration Date,
unless by that time Optionee has delivered to Optionor the notice referred to in
this Section 2.3.

2.4. Effect of Exercise of First Option. Subject to the
provisions of Sections 2.9 and 2.13, upon exercise of the First Option: (i)
Optionor shall take all steps required under the Asset Sale Agreement to enable
Optionor to perform its obligations to Optionee as and when required by this
Agreement, and (ii) the parties shall be deemed to have entered into an
agreement to purchase and sell the PG&E Option Property on both the terms and
conditions set forth in this Section 2 and the terms and conditions set forth in
the remainder of this Option Agreement (other than in Sections 3 and 4, the
provisions of which shall not be applicable to the First Option herein granted).
In addition, upon exercise of the First Option, the parties respective
obligations under the Phase II Purchase Agreement shall be suspended until the
earlier to occur of: (a) the date on which Optionee acquires the PG&E Option
Property pursuant to the First Option (in which event the Phase II Purchase
Agreement shall automatically terminate on such date and neither party shall
have any further obligations thereunder); or (b) the date on which Optionee
fails, for any reason, to

acquire the PG&E Option Property pursuant to the First Option.

2.5. Amount of First Option Purchase Price. In the event
Optionee exercises the First Option, the First Option Purchase Price for the
PG&E Option Property shall be the aggregate of: (i) the Net Stipulated Value of
the PG&E Property (as defined in the Leasehold Improvements Agreement); (ii) all
Aggregate Development Costs (as defined in the Leasehold Improvements Agreement)
(except to the extent that such Aggregate Development Costs have been or will be
paid by Optionee on or before the Closing Date) other than the Net Stipulated
Value of the PG&E Property and other than the Agreed Take-Out Financing Closing
Costs (as defined in the Leasehold Improvements Agreement) incurred or to be
incurred on or before the Closing Date (whether or not then paid) and ultimately
paid or to be paid by Optionor; (iii) any amount by which the First Option
Purchase Price is increased in accordance with the provisions of Section 2.6.B;
(iv) all break-up fees and other fees, costs and charges, of the kinds and to
the extent described in Section 1.3, which are incurred and ultimately paid or
to be paid by Optionor in connection with the arrangements for and termination
of any agreements for the provision of funds for equity capital, Construction
Financing and Take-Out Financing for the Project, to the extent that such
agreements are terminated in connection with the exercise of the First Option by
Optionee or in connection with the termination of the Lease (if the Lease is
terminated in connection with Optionee's purchase of the PG&E Option Property);
provided, however, that the aggregate amount of such fees, costs and charges
will not exceed the Break-Up Fee Maximum Amount; and (v) the amount of the
Development Management Fee for the period commencing on January 1, 1998 and
ending on the Closing Date (which Development Management Fee for the month
during which the Closing Date occurs shall be prorated based on a thirty (30)
day month) to the extent such Development Management Fee is actually incurred
(whether or not then paid) prior to the Closing Date and which is ultimately to
be paid by Optionor. The $30,000 limitation in the last sentence of Section 1.3
is intended to apply only to amounts actually paid or incurred prior to December
1, 1997. In addition, if the provisions of Section 23 apply, then Optionee also
shall pay to Optionor the Contingent Purchase Price in accordance with Section
23.

2.6. Agreement of the Parties as to First Option Purchase
Price.

A. Commencing on the date that Optionee exercises the
First Option, and continuing thereafter for a period of fifteen (15) days,
Optionee and Optionor shall meet and confer as soon and as frequently as is
reasonably possible to endeavor in good faith to agree upon the amount of the
First Option Purchase Price. If the parties reach agreement, the First Option
Purchase Price shall be the amount to which the parties have agreed.

B. If the parties are not able to so agree, then, by
5:00 p.m. on the last day of the fifteen (15) day period described in Section
2.6.A, each party shall deliver to the other party in writing its final
determination of the First Option Purchase Price. If the difference between the
parties' determinations of the First Option Purchase Price exceeds One Hundred
Thousand Dollars ($100,000.00), then the First Option Purchase Price shall be
established through arbitration conducted in accordance with the provisions of
Section 6 hereof, and the Closing Date shall be postponed without further act of
the parties until the fifteenth (15th) day following the final issuance of an
award by the arbitrator. In the event that the Closing Date is so postponed, the
First Option Purchase Price shall be increased by an amount equal to the amount
of interest which would have accrued on that portion of the First Option
Purchase Price which (i) is net of any payments Optionor would have to pay PG&E
upon its purchase of the PG&E Option Property under the terms of the Asset Sale
Agreement, and (ii) was not the subject of dispute between Optionor and
Optionee, at a rate equal to the "prime," "index" or "reference" rate of Bank of
America NT&SA plus one hundred (100) basis points, during the period from the
date upon which the Closing Date would have occurred but for the postponement
under this Section 2.6.B. However, if the difference between the parties'
determinations of the First Option Purchase Price is One Hundred Thousand

dollars ($100,000.00) or less, then the Closing Date shall not be postponed, and
on or before the Closing Date, Optionee shall deposit in Escrow in immediately
available funds an amount which, when added to the deposit described in Section
2.3, shall equal the greater of the parties' determinations of the First Option
Purchase Price. On the Closing Date, Escrow shall close with an amount equal to
the lesser of the parties' determinations of the First Option Purchase Price
disbursed in accordance with this Option Agreement. The difference between the
parties' determinations of the First Option Purchase Price shall be held in
Escrow after the Closing Date in an interest-bearing account pursuant to joint
escrow instructions executed by Optionor, Optionee and the Title Company on or
before the Closing Date until the actual First Option Purchase Price is
established through arbitration in accordance with Section 6 hereof. The amount
held in Escrow after the Closing Date and all accrued interest thereon shall be
disbursed in accordance with the arbitrator's final award (and the parties shall
pay to each other any other amount specified in such final award).

2.7. Payment of First Option Purchase Price. Except as
otherwise provided in Section 2.6.B, the First Option Purchase Price shall be
paid by Optionee to Optionor in cash or immediately available funds at the
closing of the Escrow.

2.8. Closing of the Escrow Following Exercise of First Option.
Following an effective exercise by Optionee of the First Option, and subject to
the conditions in Section 9.6.A, the closing of the Escrow shall occur on a date
selected by Optionor by ten (10) days prior written notice to Optionee, which
date shall be not less than thirty (30) nor more than fifty (50) days following
the receipt by Optionor of the notice of exercise of the First Option by
Optionee, unless the Closing Date is postponed in accordance with the provisions
of Sections 2.6.B, 2.9 or 19..D. Notwithstanding the foregoing, if Optionee
requests an earlier Closing Date, then Optionor shall promptly make such request
of PG&E under the Asset Sale Agreement, and the parties shall use commercially
reasonable efforts to close the Escrow on the date requested by Optionee.
Optionor shall use commercially reasonable efforts to cause PG&E to perform its
obligations under the Asset Sale Agreement on or before the Closing Date.

2.9. Delays in Closing of the Escrow. In the event that
Optionor is delayed in closing the Escrow for the acquisition of the PG&E
Property from PG&E (or, if Optionor has made the election described in Section
2.13, there is a delay in the readiness of PG&E to close the conveyance of the
PG&E Property to Optionee), and such delay is caused in whole or in part by any
factor other than a default by Optionor in the performance of its obligations
under the agreements between Optionor and PG&E pertaining to the purchase of the
PG&E Property by Optionor, then the Closing Date shall be postponed without
further act of the parties to the date which is five (5) business days following
the closing of escrow for the acquisition of the PG&E Property from PG&E (or, if
applicable, the readiness of PG&E to close the conveyance of the PG&E Property
to Optionee). If the Closing Date has not occurred by June 1, 1998 for the
reasons stated in this Section 2.9, then Optionee shall have until the earlier
of the acquisition of PG&E Property by Optionee or July 1, 1998 to give notice
to Optionor terminating this Option Agreement and the Escrow, without prejudice
to any rights Optionee may then have, and without terminating the Lease, the
Leasehold Improvements Agreement or the Phase II Purchase Agreement. If the
Closing Date has not occurred by July 1, 1999, then this Agreement and the
Escrow shall automatically terminate, without prejudice to the rights either
party may then have.

2.10. Condition of First Option Title.

A. In the event Optionee exercises the First Option,
Optionor shall convey title to the PG&E Property subject only to: (i) those
matters listed as exception nos. 4, 6, 8, 9, 13, 14 and 15 of the Exceptions
from Coverage set forth in Schedule B - Section 2 of that certain pro forma
owner's policy of title insurance, prepared by the Title Company, dated as of
August 8,

1997 (Commitment No. 8-188141SB Fourth Amended Supplemental) (the "Pro Forma
Policy"), and any matter which is or would be disclosed by an accurate survey of
the PG&E Property; (ii) any matters arising from the acts or omissions of
Optionee; (iii) any lien, encumbrance or other matter consented to in writing by
Optionee; (iv) the lien of current, non-delinquent real property taxes and
assessments; (v) the Lease; (vi) the Leasehold Improvements Agreement; (vii) the
Development Agreement; (viii) the Parking Easement Agreement; (ix) the Access
Agreement; (x) the easements reserved in the PG&E Deed (as defined in the Phase
II Purchase Agreement) to be recorded on or before the Closing Date; (xi) the
covenants and restrictions set forth in the Encroachment Agreement (as defined
in the Phase II Purchase Agreement) to be recorded on or before the Closing
Date; (xii) the terms of the Environmental Agreement (as defined in the Phase II
Purchase Agreement) to be recorded on or before the Closing Date; and, (xiii)
the Declaration. Such matters are hereinafter referred to as the "First Option
Permitted Exceptions". In the event that Optionor requests that Optionee consent
to the creation of any lien, encumbrance, reservation or dedication affecting
the title to the PG&E Property, Optionee shall not unreasonably delay or
withhold its consent, and shall only withhold its consent if the lien,
encumbrance, reservation or dedication: (i) would interfere with the use of the
PG&E Property for the purposes set forth in the Lease; or, (ii) if pertaining to
a lien securing the payment of money, will not be paid and removed on or before
close of Escrow and such payment would not constitute or have constituted a part
of Aggregate Development Cost.

B. In the event that Optionor is unable to deliver title
to the PG&E Property to Optionee in the condition required by this Option
Agreement, Optionor shall so notify Optionee in writing, and Optionee shall
thereafter notify Optionor, within five (5) business days of the receipt by
Optionee of such notice from Optionor, whether or not Optionee objects to the
lien, encumbrance, defect or other matter which is not consistent with the
provisions of this Option Agreement regarding the condition of title to the PG&E
Property. If Optionee so objects by written notice to Optionor given within such
period, then Optionor shall have a period of ten (10) business days from the
receipt by Optionor of such notice of objection from Optionee in which to remove
the lien, encumbrance, defect or other matter to which Optionee has objected.
Optionee shall not object, however, unless the lien, encumbrance, defect or
other matter would interfere with the use of the PG&E Property for the purposes
set forth in the Lease or pertains to a lien securing the payment of money which
will not be paid and removed on or before close of Escrow. If Optionor is unable
to remove such lien, encumbrance, defect or other matter within such period,
Optionee may (as its sole and exclusive remedy, unless the matter objected to
was caused or created by the bad faith acts or omissions of Optionor) terminate
this Option Agreement, the Lease, the Leasehold Improvements Agreement and the
Phase II Purchase Agreement (but not less than all of them) by written notice to
Optionor given within ten (10) days of expiration of the ten (10) business day
period during which Optionor could have caused the lien, encumbrance, defect or
other matter to be removed from title. In the event that Optionee does not so
terminate this Option Agreement, the Lease, the Leasehold Improvements Agreement
and the Phase II Purchase Agreement, then Optionee shall conclusively be deemed
to have waived its objection to the lien, encumbrance, defect or other matter,
which shall then become a part of the Permitted Exceptions.

2.11. LIQUIDATED DAMAGES FOR BREACH BY OPTIONEE FOLLOWING
EXERCISE OF FIRST OPTION. OPTIONOR AND OPTIONEE HEREBY AGREE THAT THE DAMAGES
WHICH WOULD BE SUFFERED BY OPTIONOR IN THE EVENT OF A DEFAULT BY OPTIONEE
HEREUNDER IN PURCHASING THE PG&E PROPERTY FOLLOWING ANY EXERCISE BY OPTIONEE OF
THE FIRST OPTION (EXCLUDING ANY ADDITIONAL COSTS OF FINANCING AND CONSTRUCTION
(THE "ADDITIONAL COSTS"), AS REFERRED TO IN SECTION 2.12), WOULD BE EXTREMELY
DIFFICULT AND IMPRACTICABLE TO ASCERTAIN, AND THAT THE SUM OF ONE MILLION
DOLLARS ($1,000,000.00) (THE "FIRST OPTION LIQUIDATED DAMAGES") REPRESENTS THE
REASONABLE ESTIMATE BY THE PARTIES OF THE AMOUNT OF THE DAMAGES (EXCLUDING THE
ADDITIONAL COSTS) THAT OPTIONOR WOULD SUFFER BY REASON OF OPTIONEE'S DEFAULT.
OPTIONEE AND OPTIONOR UNDERSTAND AND AGREE THAT OPTIONOR WILL HAVE CHANGED ITS
POSITION IN RELIANCE UPON THE EXERCISE OF THE FIRST OPTION BY OPTIONEE, THAT
OPTIONOR WILL INCUR SUBSTANTIAL LOSSES AS A RESULT OF SUCH DEFAULT, AND THAT THE
FIRST OPTION LIQUIDATED DAMAGES ARE A REASONABLE LIQUIDATED DAMAGE AMOUNT UNDER
THE EXISTING CIRCUMSTANCES. ACCORDINGLY, IN THE EVENT ESCROW DOES NOT CLOSE
BECAUSE OF A DEFAULT BY OPTIONEE HEREUNDER FOLLOWING THE EXERCISE BY OPTIONEE OF
THE FIRST OPTION, OPTIONOR SHALL BE ENTITLED TO RETAIN THE FIRST OPTION
LIQUIDATED DAMAGES AS LIQUIDATED DAMAGES, AND NOT AS A PENALTY OR FORFEITURE,
AND UPON RECEIPT OF SUCH AMOUNT BY OPTIONOR, THE SAME SHALL BE OPTIONOR'S SOLE
AND EXCLUSIVE REMEDY FOR OPTIONEE'S DEFAULT AT LAW OR IN EQUITY AND OPTIONEE AND
OPTIONOR SHALL BE RELIEVED OF ANY FURTHER OBLIGATIONS OR LIABILITY HEREUNDER,
EXCEPT THAT OPTIONEE SHALL REMAIN OBLIGATED TO PAY THE ADDITIONAL COSTS REQUIRED
PURSUANT TO SECTION 2.12, IT BEING AGREED THAT THE LIQUIDATED DAMAGES PAYABLE
PURSUANT TO THIS SECTION 2.11 ARE NOT APPLICABLE TO SUCH ADDITIONAL COSTS AND
THAT THE COVENANTS OF OPTIONEE PURSUANT TO SECTION 2.12 SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT. OPTIONEE AND OPTIONOR INTEND AND AGREE THAT THE
TERMS OF THIS SECTION 2.11 COMPLY WITH THE REQUIREMENTS OF CALIFORNIA CIVIL CODE
SECTIONS 1671 AND 1677. OPTIONEE AND OPTIONOR SHALL SIGN BELOW THIS SECTION 2.11
INDICATING THEIR AGREEMENT TO THE LIQUIDATED DAMAGE CLAUSE HEREIN CONTAINED.

OPTIONOR:

Village Builders, L.P.,
a California limited partnership

By VPI, Inc., a California corporation,
its General Partner

By
-------------------------------------

Its
----------------------------------

OPTIONEE:

Fair, Xxxxx and Company, Inc.,
a Delaware corporation

By
-------------------------------------

Its
----------------------------------

2.12. Additional Costs. Tenant hereby acknowledges and agrees
that an exercise of the First Option and a subsequent default by Tenant
hereunder may result in a delay in the construction of the Site and Shell
Improvements. In the event of a default by Optionee hereunder in purchasing the
PG&E Option Property following any exercise by Optionee of the First Option,
then: (i) Optionor may elect, by written notice to Optionee, to redesignate the
Designated Treasury Date in accordance with the procedures set forth in the
Leasehold Improvements Agreement; and, (ii) any increased costs of whatever
nature incurred by Optionor in connection with such default or in connection
with any delay in the construction of the Site and Shell Improvements or the
Tenant Improvements occurring in connection with, or resulting from, the
exercise of the First Option or such default (including, without limitation, all
costs actually incurred by Optionor in connection with providing equity or debt
capital for the Project and the improvements to be constructed on the Phase II
Land at the same time as the construction of the Project) shall be paid in the
same manner as Phase II Current Costs. In no event shall Optionor have the right
to terminate the Lease, the Leasehold Improvements Agreement or the Phase II
Purchase Agreement following a default by Optionee hereunder in purchasing the
PG&E Option Property following the exercise by Optionee of the First Option. The
rights of Optionor set forth in this Section 2.12 are intended by Optionor and
Optionee to supersede any inconsistent provisions of the Lease, the Leasehold
Improvements Agreement, the Phase II Purchase Agreement or any other agreement
between Optionor and Optionee.

2.13. Assignment of Asset Sale Agreement. If Optionee
exercises the First Option, and provided that Optionor has obtained PG&E's
written consent, Optionor may elect, in its sole discretion, by delivering to
Optionee written notice (together with a copy of PG&E's written consent) at any
time before the Closing Date, in lieu of the conveyance of title to the PG&E
Property to Optionee at the closing of the Escrow, to assign to Optionee all
right, title and interest which Optionor then has under the existing agreements
between Optionor and PG&E for the acquisition of the PG&E Property by Optionor.
If Optionor so elects, Optionor and Optionee shall execute and deliver an
Assignment of Asset Sale Agreement, in the form attached as Exhibit E, at the
closing of the Escrow and Optionee shall close the acquisition transaction with
PG&E on the Closing Date.

2.14. Right to Redesignate Designated Treasury Rate. In the
event of a default by Optionee hereunder in purchasing the PG&E Option Property
following any exercise by Optionee of the First Option, Optionor may elect to
redesignate the Designated Treasury Rate in accordance with Section 19.2.(C) of
the Leasehold Improvements Agreement.

3. SECOND OPTION.

3.1. Grant of Second Option. Optionor hereby grants to
Optionee an option and right (the "Second Option") to purchase the Phase I
Option Property at the price and on both the terms and conditions set forth in
this Section 3 and the terms and conditions set forth in the remainder of this
Option Agreement (other than in Sections 2 and 4, the provisions of which shall
not be applicable to the Second Option herein granted). Subject to the
provisions of Section 21, Optionor shall, however, be obligated to construct the
improvements required to be constructed by

Optionor pursuant to the Leasehold Improvements Agreement prior to the closing
of the Escrow, as more fully provided in Section 3.8, and such improvements
shall be deemed to be a part of the Phase I Option Property upon the completion
of such construction.

3.2. Term of Second Option. The Second Option and the term
thereof shall commence on the date hereof, and shall terminate on the date (the
"Second Option Term Expiration Date") which is the later to occur of: (i) the
fifth (5th) day following the execution of the Development Agreement by the City
of San Xxxxxx; or, (ii) February 2, 1998. The foregoing notwithstanding, in the
event that, for any reason, a Development Agreement is not executed by the City
of San Xxxxxx on or before May 1, 1998, then the Second Term Option Expiration
Date shall be May 15, 1998. Optionee shall have the right, but not the
obligation, to exercise the Second Option at or before 5:00 p.m. on the Second
Option Term Expiration Date.

3.3. Method of Exercise of Second Option. In order to exercise
the Second Option, Optionee shall, before 5:00 p.m. on the Second Option Term
Expiration Date, deliver to Optionor an unconditional and irrevocable written
notice of such exercise. Within five (5) days after that exercise, Optionor and
Optionee shall execute standard form escrow instructions which are provided by
the Title Company and which are in all respects consistent with the terms of
this Option Agreement, at which time Optionee shall then deposit the sum of Two
Million Seven Hundred Thousand Dollars ($2,700,000.00) in cash or immediately
available funds as a non-refundable deposit against the Second Option Purchase
Price, which deposit shall be applicable to the Second Option Purchase Price for
the Phase I Option Property. Such deposit shall be made to the Escrow, or, if
required by the lender of the Construction Financing, to an interest-bearing
account with such lender to be held as a non-refundable deposit hereunder, which
may secure, in whole or in part, the obligations of Optionee under the buy-sell
agreement referred to in Section 3.9 as well as the obligations of Optionee
pursuant to this Option Agreement. The Second Option may be exercised, if at
all, by Optionee only as to the entirety of the Phase I Option Property. The
Second Option shall expire and be of no force or effect at 5:00 p.m. on the
Second Option Term Expiration Date, unless by that time Optionee has delivered
to Optionor the notice referred to in this Section 3.3.

3.4. Effect of Exercise of Second Option. Upon exercise of the
Second Option, the parties shall be deemed to have entered into an agreement to
purchase and sell the Phase I Option Property on both the terms and conditions
set forth in this Section 3 and the terms and conditions set forth in the
remainder of this Option Agreement (other than in Sections 2 and 4, the
provisions of which shall not be applicable to the Second Option herein
granted). The exercise of the Second Option shall not, however, affect the
continuance in force of the Lease, the Leasehold Improvements Agreement and the
Phase II Purchase Agreement.

3.5. Amount of Second Option Purchase Price. In the event
Optionee exercises the Second Option, the Second Option Purchase Price for the
Phase I Option Property shall be the aggregate of: (i) one hundred ten percent
(110%) of the difference of (A) the Net Stipulated Value of the PG&E Property,
less (B) the portion of such Net Stipulated Value of the PG&E Property paid as
part of the purchase price paid by Optionee for the Phase II Land (such
difference of the amount described in clause (A) less the amount described in
clause (B) is hereinafter referred to as the "Phase I Land Cost"); (ii) one
hundred ten percent (110%) of all Phase I Project Cost other than the Phase I
Land Cost, incurred or to be incurred on or before the Closing Date (whether or
not then paid) and paid or to be ultimately paid by Optionor; (iii) ten percent
(10%) of any cost which would have been a Phase I Project Cost but was paid by
Optionee; (iv) any amount by which the Second Option Purchase Price is increased
in accordance with the provisions of Section.3.6; (v) all break-up fees and
other fees, costs and charges of all kinds and to the extent described in
Section 1.3, which are incurred and ultimately paid or to be paid by Optionor in
connection with the arrangements for and termination of any agreements for the
provision of funds

for equity capital, Construction Financing and Take-Out Financing for the
Project, to the extent that such agreements are terminated in connection with
the exercise of the Second Option by Optionee or in connection with the
termination of the Lease (if the Lease is terminated in connection with
Optionee's purchase of the Phase I Option Property); provided, however, that the
aggregate amount of such fees, costs and charges will not exceed the Break-Up
Fee Maximum Amount; and (vi) the amount of the Development Management Fee for
the period commencing on January 1, 1998 and ending on the earlier to occur of
(A) the Substantial Completion of the improvements to be constructed pursuant to
the Leasehold Improvements Agreement or (B) the Closing Date. In the event that
Optionor elects to have the closing of the Escrow occur more than sixty (60)
days following the Last Rent Commencement Date, then the Agreed Spread for
Take-Out Financing (as defined in the Leasehold Improvements Agreement) shall be
reduced to four hundred fifty (450) basis points, unless there is a default by
Optionee under this Option Agreement or the Lease, in which event the Agreed
Spread for Take-Out Financing shall retroactively be as provided in the
Leasehold Improvements Agreement, and any resulting arrearage in Monthly Base
Rent shall immediately be paid by Optionee to Optionor.

3.6. Agreement of the Parties as to Second Option Purchase
Price. Following the Last Rent Commencement Date and continuing thereafter for a
period of fifteen (15) days, Optionee and Optionor shall meet and endeavor to
agree upon the Second Option Purchase Price. If the parties reach agreement, the
Second Option Purchase Price shall be the amount to which the parties have
agreed. If the parties are not able to so agree, then the Second Option Purchase
Price shall be established through arbitration conducted in accordance with the
provisions of Section 6 hereof, and the Closing Date shall be postponed without
further act of the parties until the tenth (10th) day following the final
issuance of an award by the arbitrators. In the event that the Closing Date is
so postponed, the Second Option Purchase Price shall be increased by an amount
equal to the amount of interest which would have accrued on that portion of the
Second Option Purchase Price which (i) is net of any payment Optionor would have
to pay PG&E upon its purchase of the Phase I Option Property under the terms of
the Asset Sale Agreement, and (ii) was not the subject of a good faith dispute
between Optionor and Optionee, at a rate equal to the "prime", "index" or
"reference" rate of Bank of America NT&SA plus one hundred (100) basis points,
during the period from the date upon which the Closing Date would have occurred
but for the postponement under this Section 3.6.

3.7. Payment of Second Option Purchase Price. The Second
Option Purchase Price shall be paid by Optionee to Optionor in cash or
immediately available funds at the closing of the Escrow.

3.8. Construction of Improvements. In the event that Optionee
duly exercises the Second Option, the Lease and the Leasehold Improvements
Agreement shall continue in effect until the closing of the Escrow, and Optionor
shall cause the Site and Shell Improvements and the Tenant Improvements
described in the Leasehold Improvements Agreement to be constructed in
accordance with the terms of the Leasehold Improvements Agreement.

3.9. Execution of Buy-Sell Agreement Following Exercise of
Second Option. Promptly after the receipt by Optionee of a written request from
Optionor, Optionee shall review and negotiate in good faith a buy-sell agreement
with the lender of the Construction Financing, whereby Optionee agrees to
purchase the loan representing the Construction Financing from the lender upon
the completion of the construction of the improvements which Optionor is
required to construct under the Leasehold Improvements Agreement for a price
equal to the aggregate of the outstanding principal balance and all accrued and
unpaid interest charges, fees and penalties due under such loan. Such buy-sell
agreement shall be in such form as may reasonably be acceptable to Optionee and
such lender of the Construction Financing, provided that such buy-sell agreement
shall not obligate such lender to complete such construction.

3.10. Closing of the Escrow Following Exercise of Second
Option. Following an effective exercise by Optionee of the Second Option, the
closing of the Escrow shall occur on a date selected by Optionor by written
notice to Optionee given at least ninety (90) days before the Last Rent
Commencement Date, which date shall be not less than sixty (60) days nor more
than eighteen (18) months following the Last Rent Commencement Date, unless the
Closing Date is postponed in accordance with the provisions of this Section 3.10
or Sections 3.6 or 19..D. In the event that Optionee desires to delay the
Closing Date from the date specified by Optionor, Optionee may, within thirty
(30) days of its receipt of the notice from Optionor, give to Optionor written
notice of another date which is not more than sixty (60) days following the date
selected by Optionor, and the Closing Date shall thereupon be postponed to the
date specified in the notice from Optionee to Optionor, unless Optionor notifies
Optionee that the term of the Construction Financing would expire prior to the
date selected by Optionee, in which event the Closing Date shall be the fifth
(5th) day preceding the date upon which the Construction Financing would so
expire.

3.11. Condition of Second Option Title.

A. In the event Optionee exercises the Second Option,
Optionor shall convey title to the Phase I Land subject only to: (i) those
matters listed as exception nos. 4, 6, 8, 9, 13, 14 and 15 of the Exceptions
from Coverage set forth in Schedule B--Section 2 of the Pro Forma Policy (but
only to the extent that the same affect all or any portion of the Phase I Land)
and any matter which is or would be disclosed by an accurate survey of the Phase
I Land; (ii) any matters arising from the acts or omissions of Optionee; (iii)
any lien, encumbrance or other matter consented to in writing by Optionee; (iv)
the lien of current, non-delinquent real property taxes and assessments; (v) the
Lease; (vi) and the Leasehold Improvements Agreement; (vii) the Development
Agreement; (viii) the Parking Easement Agreement; (ix) the Access Agreement; (x)
the easements reserved in the PG&E Deed to be recorded on or before the Closing
Date; (xi) the covenants and restrictions set forth in the Encroachment
Agreement to be recorded on or before the Closing Date; (xii) the terms of the
Environmental Agreement to be recorded on or before the Closing Date; and,
(xiii) the Declaration. Such matters are hereinafter referred to as the "Second
Option Permitted Exceptions". In the event that Optionor requests that Optionee
consent to the creation of any lien, encumbrance, reservation or dedication
affecting the title to the Phase I Land, Optionee shall not unreasonably delay
or withhold its consent, and shall only withhold its consent if the lien,
encumbrance, reservation or dedication: (i) would interfere with the use of the
Phase I Land for the purposes set forth in the Lease; or, (ii) if pertaining to
a lien securing the payment of money will not be paid and removed on or before
close of Escrow, and such payment would not constitute or have constituted a
part of Aggregate Development Cost.

B. In the event that Optionor is unable to deliver
title to the Phase I Land to Optionee in the condition required by this Option
Agreement, Optionor shall so notify Optionee in writing and Optionee shall
notify Optionor, within five (5) business days of the receipt by Optionee of
such notice from Optionor, whether or not Optionee objects to the lien,
encumbrance, defect or other matter which is not consistent with the provisions
of this Option Agreement regarding the condition of title to the Phase I Land.
If Optionee so objects by written notice to Optionor given within such period,
then Optionor shall have a period of ten (10) business days from the receipt by
Optionor of such notice of objection from Optionee in which to remove the lien,
encumbrance, defect or other matter to which Optionee has objected. Optionee
shall not object, however, unless the lien, encumbrance, defect or other matter
would interfere with the use of the Phase I Land for the purposes set forth in
the Lease or pertains to a lien securing the payment of money which will not be
paid and removed on or before close of Escrow. If Optionor is unable to remove
such lien, encumbrance, defect or other matter within such period, Optionee may
(as its sole and exclusive remedy, unless the matter objected to was caused by
the bad faith acts or

omissions of Optionor) terminate this Option Agreement (but not the Lease, the
Leasehold Improvements Agreement or the Phase II Purchase Agreement) by written
notice to Optionor given within ten (10) days of expiration of the ten (10)
business day period during which Optionor could have caused the lien,
encumbrance, defect or other matter to be removed from title. In the event that
Optionee does not so terminate this Option Agreement, the Lease, the Leasehold
Improvements Agreement and the Phase II Purchase Agreement, then Optionee shall
conclusively be deemed to have waived its objection to the lien, encumbrance,
defect or other matter, which shall then become a part of the Permitted
Exceptions.

3.12. LIQUIDATED DAMAGES FOR BREACH BY OPTIONEE FOLLOWING
EXERCISE OF SECOND OPTION. OPTIONOR AND OPTIONEE HEREBY AGREE THAT THE DAMAGES
WHICH WOULD BE SUFFERED BY OPTIONOR IN THE EVENT OF A DEFAULT BY OPTIONEE
HEREUNDER IN PURCHASING THE PHASE I LAND FOLLOWING ANY EXERCISE BY OPTIONEE OF
THE SECOND OPTION WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN,
AND THAT THE SUM OF TWO MILLION SEVEN HUNDRED THOUSAND DOLLARS ($2,700,000.00)
REPRESENTS THE REASONABLE ESTIMATE BY THE PARTIES OF THE AMOUNT OF THE DAMAGES
THAT OPTIONOR WOULD SUFFER BY REASON OF OPTIONEE'S DEFAULT. OPTIONEE AND
OPTIONOR UNDERSTAND AND AGREE THAT THE VALUE OF PROPERTY IS SUBJECT TO CHANGE BY
REASON OF GENERAL ECONOMIC CONDITIONS, THE LOCAL REAL ESTATE MARKET, THE
AVAILABILITY OF MORTGAGE FINANCING, AND OTHER FACTORS BEYOND THE CONTROL OF
OPTIONOR AND OPTIONEE, AND THAT THE SUM OF TWO MILLION SEVEN HUNDRED THOUSAND
DOLLARS ($2,700,000.00) IS A REASONABLE LIQUIDATED DAMAGE AMOUNT UNDER THE
EXISTING CIRCUMSTANCES. ACCORDINGLY, IN THE EVENT ESCROW DOES NOT CLOSE BECAUSE
OF A DEFAULT BY OPTIONEE HEREUNDER FOLLOWING THE EXERCISE BY OPTIONEE OF THE
SECOND OPTION, OPTIONOR SHALL BE ENTITLED TO RETAIN THE SUM OF TWO MILLION SEVEN
HUNDRED THOUSAND DOLLARS ($2,700,000.00) AS LIQUIDATED DAMAGES, AND NOT AS A
PENALTY OR FORFEITURE, AS OPTIONOR'S SOLE AND EXCLUSIVE REMEDY FOR OPTIONEE'S
DEFAULT AT LAW OR IN EQUITY, AND UPON RECEIPT OF SUCH AMOUNT BY OPTIONOR,
OPTIONEE AND OPTIONOR SHALL BE RELIEVED OF ANY FURTHER OBLIGATIONS OR LIABILITY
HEREUNDER. OPTIONEE AND OPTIONOR INTEND AND AGREE THAT THE TERMS OF THIS SECTION
3.12 COMPLY WITH THE REQUIREMENTS OF CALIFORNIA CIVIL CODE SECTIONS 1671 AND
1677. OPTIONEE AND OPTIONOR SHALL SIGN BELOW THIS SECTION 3.12 INDICATING THEIR
AGREEMENT TO THE LIQUIDATED DAMAGE CLAUSE HEREIN CONTAINED.

OPTIONOR:

Village Builders, L.P.,
a California limited partnership

By VPI, Inc., a California corporation,
its General Partner

By
-------------------------------------

Its
----------------------------------

OPTIONEE:

Fair, Xxxxx and Company, Inc.,
a Delaware corporation

By
-----------------------------------------

Its
----------------------------------

3.13. Right to Redesignate Designated Treasury Date. In the
event of a default by Optionee hereunder in purchasing the Phase I Option
Property following any exercise by Optionee of the Second Option, Optionor may
elect to redesignate the Designated Treasury Date in accordance with Section
19.2.(C) of the Leasehold Improvements Agreement.

4. THIRD OPTION.

4.1. Grant of Third Option. Optionor hereby grants to Optionee
an option and right (the "Third Option") to purchase the Phase I Option Property
at the price and on both the terms and conditions set forth in this Section 4
and the terms and conditions set forth in the remainder of this Option Agreement
(other than in Sections 2 and 3, the provisions of which shall not be applicable
to the Third Option herein granted). Subject to the provisions of Section 21,
Optionor shall, however, be obligated to construct the improvements required to
be constructed by Optionor pursuant to the Leasehold Improvements Agreement
prior to the closing of the Escrow, as more fully provided in Section4.8, and
such improvements shall be deemed to be a part of the Phase I Option Property
upon the completion of such construction.

4.2. Term of Third Option. The Third Option and the term
thereof shall commence on the date hereof, and shall terminate on the date (the
"Third Option Term Expiration Date") which is the sixtieth (60th) day following
the Last Rent Commencement Date. The foregoing notwithstanding, in the event
that the term of the Construction Financing would expire (or is reasonably
anticipated to expire) prior to the sixtieth (60th) day following the Last Rent
Commencement Date, then Optionor shall have the right to give a written notice
to Optionee stating such fact and further stating that Optionor elects to
advance the Third Option Term Expiration Date to a particular date which both is
not less than sixty (60) days following the receipt of such notice by Optionee
and is reasonably anticipated by Optionor to be not less than ten (10) days
following the Last Rent Commencement Date, and the Third Option Term Expiration
Date shall thereupon become the later of: (i) the date specified by Optionor in
such written notice to Optionee; or, (ii) the tenth (10th) day following the
Last Rent Commencement Date. Optionee shall have the right, but not the
obligation, to exercise the Third Option at or before 5:00 p.m. on the Third
Option Term Expiration Date.

4.3. Method of Exercise of Third Option. In order to exercise
the Third Option, Optionee shall, before 5:00 p.m. on the Third Option Term
Expiration Date, deliver to Optionor an unconditional and irrevocable written
notice of such exercise. Within five (5) days after that exercise, Optionor and
Optionee shall execute standard form escrow instructions which are provided by
the Title Company and which are in all respect consistent with the terms of this
Option Agreement, at which time Optionee shall then deposit with Escrow the sum
of Three Million Three Hundred Thousand Dollars ($3,300,000.00) in cash or
immediately available funds as a non-refundable deposit against the Third Option
Purchase Price, which deposit shall be applicable to the Third Option Purchase
Price for the Phase I Option Property. The Third Option shall expire and be of
no force or effect at 5:00 p.m. on the Third Option Term Expiration Date, unless
by that time Optionee has delivered to Optionor the notice referred to in this
Section 4.3.

The Third Option may be exercised, if at all, by Optionee only as to the
entirety of the Phase I Option Property.

4.4 Effect of Exercise of Third Option. Upon exercise of the
Third Option, the parties shall be deemed to have entered into an agreement to
purchase and sell the Phase I Option Property on both the terms and conditions
set forth in this Section 4 and the terms and conditions set forth in the
remainder of this Option Agreement (other than in Sections 2 and 3, the
provisions of which shall not be applicable to the Third Option herein granted).
The exercise of the Third Option shall not, however, affect the continuance in
force of the Lease, the Leasehold Improvements Agreement and the Phase II
Purchase Agreement.

4.5. Amount of Third Option Purchase Price. In the event
Optionee exercises the Third Option following the Substantial Completion of the
Project, the Third Option Purchase Price for the Phase I Option Property shall
be the aggregate of: (i) one hundred thirteen percent (113%) of the Phase I Land
Cost; (ii) one hundred thirteen percent (113%) of all Phase I Project Cost other
than the Phase I Land Cost incurred or to be incurred on or before the Closing
Date (whether or not then paid) and paid or to be ultimately paid by Optionor;
(iii) thirteen percent (13%) of any cost which would have been a Phase I Project
Cost but was paid by Optionee; (iv) any amount by which the Third Option
Purchase Price is increased in accordance with the provisions of Section4.6;
and, (v) all break-up fees and other fees, costs and charges, all as and to the
extent described in Section1.3, which are incurred and ultimately paid or to be
paid by Optionor in connection with the termination of any agreements for the
provision of funds for equity capital, Construction Financing and Take-Out
Financing for the Project, to the extent that such agreements are terminated in
connection with the exercise of the Third Option by Optionee or in connection
with the termination of the Lease (if the Lease is terminated in connection with
Optionee's purchase of the Phase I Option Property); provided, however, that the
aggregate amount of such fees, costs and charges will not exceed the Break-Up
Fee Maximum Amount; and (vi) the amount of the Development Management Fee for
the period commencing on January 1, 1998 and ending on the earlier to occur of
(A) the Substantial Completion of the improvements to be constructed pursuant to
the Leasehold Improvements Agreement or (B) the Closing Date.

4.6. Agreement of the Parties as to Third Option Purchase
Price. Promptly following either the exercise by optionee of the Third Option,
and continuing thereafter for a period of fifteen (15) days, Optionee and
Optionor shall meet and endeavor to agree upon the Third Option Purchase Price.
If the parties reach agreement, the Third Option Purchase Price shall be the
amount to which the parties have agreed. If the parties are not able to so
agree, then the Third Option Purchase Price shall be established through
arbitration conducted in accordance with the provisions of Section 6 hereof, and
the Closing Date shall be postponed without further act of the parties until the
tenth (10th) day following the final issuance of an award by the arbitrators. In
the event that the Closing Date is so postponed, the Third Option Purchase Price
shall be increased by an amount equal to the amount of interest which would have
accrued on that portion of the Third Option Purchase Price which (i) is net of
any payments Optionor would have to pay PG&E upon its purchase of the Phase I
Option Property under the terms of the Asset Sale Agreement, and (ii) was not
the subject of a good faith dispute between Optionor and Optionee, at a rate
equal to the "prime", "index" or "reference" rate of Bank of America NT&SA plus
one hundred (100) basis points, during the period from the date upon which the
Closing Date would have occurred but for the postponement under this Section
4.6.

4.7. Payment of Third Option Purchase Price. The Third Option
Purchase Price shall be paid by Optionee to Optionor in cash or immediately
available funds at the closing of the Escrow.

4.8. Construction of Improvements. In the event that Optionee
duly exercises

the Third Option, the Lease and the Leasehold Improvements Agreement shall
continue in effect until the closing of the Escrow, and Optionor shall cause the
Site and Shell Improvements and the Tenant Improvements described in the
Leasehold Improvements Agreement to be constructed in accordance with the terms
of the Leasehold Improvements Agreement.

4.9. Closing of the Escrow Following Exercise of Third Option.
Following an effective exercise by Optionee of the Third Option, the closing of
the Escrow shall occur on a date selected by Optionor by written notice to
Optionee given not more than thirty (30) days following such exercise, which
date shall be not less than sixty (60) days nor more than twenty-four (24)
months following the Last Rent Commencement Date, unless the Closing Date is
postponed in accordance with the provisions of this Section 4.9 or Sections 4.6
or 19..D. In the event that Optionee desires to delay the Closing Date from the
date specified by Optionor, Optionee may, within thirty (30) days of its receipt
of the notice from Optionor, give to Optionor written notice of another date
which is not more than sixty (60) days following the date selected by Optionor,
and the Closing Date shall thereupon be postponed to the date specified in the
notice from Optionee to Optionor, unless Optionor notifies Optionee that the
term of the Construction Financing would expire prior to the date selected by
Optionee, in which event the Closing Date shall be the fifth (5th) day preceding
the date upon which the Construction Financing would so expire.

4.10. Condition of Third Option Title

A. In the event Optionee exercises the Third Option,
Optionor shall convey title to the Phase I Land subject only to: (i) those
matters listed as exception nos. 4, 6, 8, 9, 13, 14 and 15 of the Exceptions
from Coverage set forth in Schedule B--Section 2 of the Pro Forma Policy (but
only to the extent that the same affect all or any portion of the Phase I Land)
and any matter which is or would be disclosed by an accurate survey of the Phase
I Land; (ii) any matters arising from the acts or omissions of Optionee; (iii)
any lien, encumbrance or other matter consented to in writing by Optionee; (iv)
to the lien of current, non-delinquent real property taxes and assessments; (v)
the Lease; (vi) the Leasehold Improvements Agreement; (vii) the Development
Agreement; (viii) Parking Easement Agreement; (ix) the Access Agreement; (x) the
easements reserved in the PG&E Deed to be recorded on or before the Closing
Date; (xi) the covenants and restrictions set forth in the Encroachment
Agreement to be recorded on or before the Closing Date; (xii) the terms of the
Environmental Agreement to be recorded on or before the Closing Date; and,
(xiii) the Declaration. Such matters are hereinafter referred to as the "Third
Option Permitted Exceptions". In the event that Optionor requests that Optionee
consent to the creation of any lien, encumbrance, reservation or dedication
affecting the title to the Phase I Land, Optionee shall not unreasonably delay
or withhold its consent, and shall only withhold its consent if the lien,
encumbrance, reservation or dedication: (i) would interfere with the use of the
Phase I Land for the purposes set forth in the Lease; or, (ii) if pertaining to
a lien securing the payment of money, will not be paid and removed on or before
close of Escrow and such payment would not constitute or have constituted a part
of Aggregate Development Cost.

of money which will not be paid and removed on or before close of Escrow. If
Optionor is unable to remove such lien, encumbrance, defect or other matter
within such period, Optionee may (as its sole and exclusive remedy, unless the
matter objected to was caused or created by the bad faith acts or omissions of
Optionor) terminate this Option Agreement (but not the Lease, the Leasehold
Improvements Agreement or the Phase II Purchase Agreement) by written notice to
Optionor given within ten (10) days of expiration of the ten (10) business day
period during which Optionor could have caused the lien, encumbrance, defect or
other matter to be removed from title. In the event that Optionee does not so
terminate this Option Agreement, the Lease, the Leasehold Improvements Agreement
and the Phase II Purchase Agreement, then Optionee shall conclusively be deemed
to have waived its objection to the lien, encumbrance, defect or other matter,
which shall then become a part of the Permitted Exceptions.

4.11. LIQUIDATED DAMAGES FOR BREACH BY OPTIONEE FOLLOWING
EXERCISE OF THIRD OPTION. OPTIONOR AND OPTIONEE HEREBY AGREE THAT THE DAMAGES
WHICH WOULD BE SUFFERED BY OPTIONOR IN THE EVENT OF A DEFAULT BY OPTIONEE
HEREUNDER IN PURCHASING THE PHASE I LAND FOLLOWING ANY EXERCISE BY OPTIONEE OF
THE THIRD OPTION WOULD BE EXTREMELY DIFFICULT AND IMPRACTICABLE TO ASCERTAIN,
AND THAT THE SUM OF THREE MILLION THREE HUNDRED THOUSAND DOLLARS ($3,300,000.00)
REPRESENTS THE REASONABLE ESTIMATE BY THE PARTIES OF THE AMOUNT OF THE DAMAGES
THAT OPTIONOR WOULD SUFFER BY REASON OF OPTIONEE'S DEFAULT. OPTIONEE AND
OPTIONOR UNDERSTAND AND AGREE THAT THE VALUE OF PROPERTY IS SUBJECT TO CHANGE BY
REASON OF GENERAL ECONOMIC CONDITIONS, THE LOCAL REAL ESTATE MARKET, THE
AVAILABILITY OF MORTGAGE FINANCING, AND OTHER FACTORS BEYOND THE CONTROL OF
OPTIONOR AND OPTIONEE, AND THAT THE SUM OF THREE MILLION THREE HUNDRED THOUSAND
DOLLARS ($3,300,000.00) IS A REASONABLE LIQUIDATED DAMAGE AMOUNT UNDER THE
EXISTING CIRCUMSTANCES. ACCORDINGLY, IN THE EVENT ESCROW DOES NOT CLOSE BECAUSE
OF A DEFAULT BY OPTIONEE HEREUNDER FOLLOWING THE EXERCISE BY OPTIONEE OF THE
THIRD OPTION, OPTIONOR SHALL BE ENTITLED TO RETAIN THE SUM OF THREE MILLION
THREE HUNDRED THOUSAND DOLLARS ($3,300,000.00) AS LIQUIDATED DAMAGES, AND NOT AS
A PENALTY OR FORFEITURE, AS OPTIONOR'S SOLE AND EXCLUSIVE REMEDY FOR OPTIONEE'S
DEFAULT AT LAW OR IN EQUITY, AND UPON RECEIPT OF SUCH AMOUNT BY OPTIONOR,
OPTIONEE AND OPTIONOR SHALL BE RELIEVED OF ANY FURTHER OBLIGATIONS OR LIABILITY
HEREUNDER. OPTIONEE AND OPTIONOR INTEND AND AGREE THAT THE TERMS OF THIS SECTION
4.11 COMPLY WITH THE REQUIREMENTS OF CALIFORNIA CIVIL CODE SECTIONS 1671 AND
1677. OPTIONEE AND OPTIONOR SHALL SIGN BELOW THIS SECTION 4.11 INDICATING THEIR
AGREEMENT TO THE LIQUIDATED DAMAGE CLAUSE HEREIN CONTAINED.

OPTIONOR:

Village Builders, L.P.,
a California limited partnership

By VPI, Inc., a California corporation,
its General Partner

By
------------------------------------

Its
----------------------------------

OPTIONEE:

Fair, Xxxxx and Company, Inc.,
a Delaware corporation

By
----------------------------------------

Its
----------------------------------

4.12. Right to Redesignate Designated Treasury Date. In the
event of a default by Optionee hereunder in purchasing the Phase I Option
Property following any exercise by Optionee of the Third Option, Optionor may
elect to redesignate the Designated Treasury Rate in accordance with Section
19.2.(C) of the Leasehold Improvements Agreement.

4.13. Termination of Third Option. Optionor may terminate the
Third Option and all right of Optionee pursuant to the Third Option or any
exercise thereof by giving to Optionee a written notice of such termination and
the payment to Optionee of the sum of Two Hundred Thousand Dollars
($200,000.00).

5. EXPIRATION OF OPTION WITHOUT EXERCISE. In the event Optionee fails
to exercise any one (1) or more of the Options in exact accordance with its
terms, then the Options which Optionee did not so exercise shall automatically
expire and terminate without further act of the parties. In the event that
Optionee fails to exercise all of the Options in exact accordance with their
respective terms, then all of the Options shall automatically expire and
terminate without further act of the parties.

6. ARBITRATION OF DISPUTES; DETERMINATION OF PURCHASE PRICE. ANY
CONTROVERSY OR CLAIM ARISING IN CONNECTION WITH THE DETERMINATION OF THE
PURCHASE PRICE FOR THE PG&E OPTION PROPERTY OR THE PHASE I OPTION PROPERTY, AS
THE CASE MAY BE, SHALL BE SETTLED BY ARBITRATION IN ACCORDANCE WITH THE RULES OF
THE AMERICAN ARBITRATION ASSOCIATION, AND JUDGMENT ON THE AWARD RENDERED BY THE
ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THE PREVAILING
PARTY IN SUCH ARBITRATION SHALL BE ENTITLED TO ATTORNEYS' FEES AND COSTS.

NOTICE: BY INITIALLING IN THE SPACE BELOW, YOU ARE AGREEING TO HAVE ANY
DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF
DISPUTES" PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY
CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO
HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY SIGNING IN THE
SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND
APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE
"ARBITRATION OF DISPUTES" PROVISION. IF YOU REFUSE TO SUBMIT TO
ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO
ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL
PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY.
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WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES
ARISING OUT OF THE MATTERS INCLUDED IN THE "ARBITRATION OF DISPUTES"
PROVISION TO NEUTRAL ARBITRATION.

OPTIONOR:

Village Builders, L.P.,
a California limited partnership

By VPI, Inc., a California corporation,
its General Partner

By
------------------------------------

Its
----------------------------------

OPTIONEE:

Fair, Xxxxx and Company, Inc.,
a Delaware corporation

By
----------------------------------------

Its
-------------------------------------

7. ADJUSTMENT TO REFLECT FINAL PHASE I PROJECT COST

7.1. Determination of Revised Final Phase I Project Cost. In
the event that either the closing of Escrow occurs pursuant to an exercise of
the First Option by Optionee or the closing of the Escrow occurs in less than
eighteen (18) months pursuant to an exercise of the Second Option or Third
Option by Optionee, and in the event that any items of Aggregate Development
Cost or Phase I Project Cost could not have been reasonably ascertained with
precision at least ten (10) days prior to the Closing Date, Optionor may notify
Optionee in writing of a revised final Aggregate Development Cost or Phase I
Project Cost within the following time periods: (i) if Optionee exercises the
First Option, within one hundred twenty (120) days of the Closing Date; or (ii)
if Optionee exercises the Second Option or the Third Option, within one (1) year
of the Closing Date. Such written notice shall be accompanied by a detailed
statement of such revised Aggregate Development Cost or final Phase I Project
Cost.

7.2. Possible Review of Revised Final Aggregate Development
Cost of Phase I Project Cost by Optionee. Within twenty (20) days of the receipt
by Optionee of the notice from

Optionor given in accordance with Section 7.1 and setting forth a revised final
Aggregate Development Cost or Phase I Project Cost, Optionee may notify Optionor
in writing (a "Difference Review Notice") that Optionee desires to review the
records of Optionor pertaining to those items (the "Difference Items") which
account for the difference between the revised final Aggregate Development Cost
or Phase I Project Cost and the Aggregate Development Cost or Phase I Project
Cost upon which the Purchase Price was determined. If Optionee gives such a
notice to Optionor within such period, Optionor shall permit Optionee to review
all of the records of Optionor relevant to the determination of such Difference
Items. Such review shall be performed at the offices of Optionor during regular
business hours, and Optionor shall permit Optionee to make copies, at its
expense, of such portions of such records as Optionee may elect. Optionee shall
undertake and complete such review within sixty (60) days of the receipt by
Optionor of the Difference Review Notice. In the event that Optionee concludes
that the determination by Optionor of the Difference Items is incorrect, it
shall so notify Optionor within seventy (70) days of the receipt by Optionor of
the Difference Review Notice from Optionee, which notice from Optionee shall:
(i) state with particularity the Difference Items as to which Optionee believes
that the determination of Optionor was incorrect; and, (ii) state the election
of Optionee to have the revised final Aggregate Development Cost or Phase I
Project Cost determined by arbitration in accordance with Section 6.

7.3. Payment to Adjust Aggregate Development Cost or Phase I
Project Cost. The revised final Aggregate Development Cost or Phase I Project
Cost stated by Optionor in its notice to Optionee given in accordance with
Section 7.2 shall be deemed to have been accepted and approved by Optionee
unless: (i) Optionor and Optionee agree in writing to a different Aggregate
Development Cost or Phase I Project Cost within seventy (70) days of the receipt
by Optionor of the Difference Review Notice from Optionee; or, (ii) Optionee
gives to Optionor within such seventy (70) day period a notice electing to have
the revised final Aggregate Development Cost or Phase I Project Cost determined
by arbitration in accordance with Section 6. Within thirty (30) days of the date
upon which the revised final Aggregate Development Cost or Phase I Project Cost
is established (whether by Optionor's statement of revised final Aggregate
Development Cost or Phase I Project Cost being deemed accepted and approved by
Optionee in accordance with this Section 7.3 or by a written agreement between
Optionor and Optionee establishing a different revised final Aggregate
Development Cost or Phase I Project Cost or by an arbitration resulting from an
election by Optionee made within seventy (70) days of the receipt by Optionor of
the Difference Review Notice from Optionee): _.(i) if the revised final
Aggregate Development Cost or Phase I Project Cost is less than the Aggregate
Development Cost or Phase I Project Cost upon which the Purchase Price was
determined, Optionor shall pay to Optionee a sum equal to the difference between
the Aggregate Development Cost or Phase I Project Cost upon which the Purchase
Price was determined and the revised final Aggregate Development Cost or Phase I
Project Cost; or, (ii) if the revised final Aggregate Development Cost or Phase
I Project Cost is greater than the Aggregate Development Cost or Phase I Project
Cost upon which the Purchase Price was determined, Optionee shall pay to
Optionor a sum equal to the difference between the revised final Aggregate
Development Cost or Phase I Project Cost and the Aggregate Development Cost or
Phase I Project Cost upon which the Purchase Price was determined.

8. TITLE AND DEED.

8.1. Condition of Title to Phase I Land. Optionee hereby
accepts the Permitted Exceptions and agrees to accept title to the PG&E Property
or the Phase I Land, as the case may be, subject to the applicable Permitted
Exceptions. Except as set forth in this Option Agreement, Optionor shall make no
representations or warranties with respect to the condition of title to the PG&E
Property or the Phase I Land, and Optionee agrees that it will rely solely on
its policy of title insurance issued by the Title Company pursuant to the
provisions of Section 8.3 below.

8.2. Grant Deed. Optionor shall convey the PG&E Property or
the Phase I Land, as the case may be, to Optionee on the standard form grant
deed customarily used by the Title Company (the "Grant Deed") as of the closing
of the Escrow, but the warranties set forth or implied in such deed shall be
expressly limited by, and shall in the deed be expressly made subject to, the
applicable Permitted Exceptions.

8.3. Title Insurance. Optionor shall cause the Title Company,
as of the closing of the Escrow, to issue to Optionee an American Land Title
Association Owners Policy (10-17-92) (or such form of policy as is then most
closely equivalent), insuring that fee title to the PG&E Property or the Phase I
Land, as the case may be, is vested in Optionee, in an amount equal to the
applicable Purchase Price, subject only to the applicable Permitted Exceptions.
Optionee may also obtain the following endorsements: Subdivision Map Act
compliance (CLTA form 116.7); survey, with reference to the Site Plan (CLTA form
116.1); and such other endorsements as Optionee may reasonably require. If
requested by Optionee, Optionor shall cooperate with Optionee at no cost or
liability to Optionor in obtaining such facultative reinsurance arrangement,
with rights of direct access, as may be reasonably required in the
circumstances, together with the endorsements described above; provided,
however, that Optionor shall not be required to incur any expense or liability
or potential liability in connection with any such cooperation.

8.4. Use Restriction. The PG&E Property or the Phase I Land,
as the case may be, shall be used only for office, research and development,
restaurant and other commercial uses and shall not be used for residential
purposes or for any purpose prohibited by the Declaration. The foregoing
notwithstanding, for a period of ten (10) years from the Closing Date (the
"Retail Limitation Period"), no portion of the PG&E Property or the Phase I
Land, as the case may be, shall be used for a retail use in excess of that
contemplated in the Development Plan attached (or to have been attached) to the
Declaration as Exhibit H. For the purposes of this Section 8.4, the term
"retail" use shall be based upon any definitions, descriptions or
characterizations that may be set forth in the Zoning Ordinance of the City of
San Xxxxxx, except that a "retail" use would in all events include retail
banking and like uses. Upon the expiration of the Retail Limitation Period,
there shall not be any prohibition on the use of all or any portion of the PG&E
Property or the Phase I Land, as the case may be, for retail purposes. The
foregoing notwithstanding, nothing in this Section 8.4 shall be deemed to
prohibit the direct sale of goods and services to end users by Fair, Xxxxx and
Company, Inc. or any corporate successor by merger to Fair, Xxxxx and Company,
Inc., to the extent that such sales do not involve customer purchases in person,
or be deemed to prohibit the operation of cafeteria or dining facilities for the
use of Optionee's employees and business guests. Upon the expiration of the
Retail Limitation Period, Optionor shall execute, acknowledge and deliver to
Optionee (or to such other person or entity as Optionee may request) a quitclaim
deed (and/or such other documents as may be reasonably required) expressly
terminating the use restrictions described in this Section 8.4 and the
memorandum of agreement described in Section 23.2 (including, without
limitation, Optionor's right to enforce the use restrictions as set forth in
that memorandum of agreement).

9. CLOSING OF THE ESCROW.

9.1. Retention of Title Company. In the event Optionee
exercises one of the Options, Optionee and Optionor shall each promptly retain
the Title Company to perform escrow services at its offices located in San
Rafael, California, in connection with the transactions to be completed pursuant
to, and in accordance with the provisions of, this Option Agreement.

9.2. Closing Date. In the event Optionee exercises the First
Option, the closing of the Escrow for the sale and purchase of the PG&E Option
Property shall occur on the date determined in accordance with Section 2.8. In
the event Optionee exercises the Second Option, the

closing of the Escrow for the sale and purchase of the Phase I Option Property
shall occur on the date determined in accordance with Section 3.10. In the event
Optionee exercises the Third Option, the closing of the Escrow for the sale and
purchase of the Phase I Option Property shall occur on the date determined in
accordance with Section 4.9. The date so determined is referred to in this
Option Agreement as the "Closing Date".

9.3. Termination of the Lease and Leasehold Improvements
Agreement. Except as otherwise provided in the Lease and the Leasehold
Improvements Agreement, neither of those documents shall be terminated at or
prior to the closing of the Escrow, and Optionee shall execute, and shall cause
any assignee or sublessee of the interest of Optionee under the Lease to
execute, an agreement releasing Optionor from all obligations under the Lease
and Leasehold Improvements Agreement as of the closing of the Escrow, except for
obligations (i) which are to be performed by Optionor as Landlord on or before
the Closing Date, or (ii) as to which an event of default by Optionor then
exists under either of the Lease or the Leasehold Improvements Agreement.

9.4. Escrow Instruction. Prior to the closing of the Escrow
and as provided in Sections 2.3, 3.3 and 4.3, Optionee and Optionor shall
execute and deliver to the Title Company joint escrow instructions directing the
Title Company to close the Escrow in the manner and subject to the conditions
provided for herein.

9.5. Conditions to Closing for Benefit of Optionor. The
closing of the Escrow shall be conditioned for the benefit of Optionor upon the
performance by Optionee (or Optionor's written waiver of such performance) of
the following obligations (or, as to obligations the performance of which is not
to be completed prior to the closing of the Escrow, upon the non-occurrence of
any default by Optionee with respect to such obligations), which Optionee hereby
covenants and agrees it shall cause to be performed within the time limitations
set forth in this Option Agreement:

A. The performance by Optionee of each of its
obligations under the Lease, the Leasehold Improvements Agreement, and the Phase
II Purchase Agreement, all as more fully provided in Section 16 (and except as
otherwise provided in Section2.4);

B. The obligations of Optionee pursuant to Section
14.2, Section 18 and Section22.4 below;

C. The deposit by Optionee into the Escrow of an
unqualified assumption of the obligations of Optionor arising after the Closing
Date under the Lease and the Leasehold Improvements Agreement and any other
agreements to be assumed by Optionee hereunder, in a form reasonably
satisfactory to Optionor;

D. With respect to only the Second Option or the Third
Option, the purchase of the Phase II Land by Optionee in accordance with the
Phase II Purchase Agreement;

E. The execution and deposit by Optionee into the
Escrow of the certificate referred to in Section 14.2 below;

F. The deposit by Optionee into the Escrow of cash or
immediately available funds equal to the Purchase Price, such deposit to be made
by the transfer of such funds by Optionee, at or before 5:00 p.m. on the
business day immediately preceding the Closing Date into an account with a
recognized banking institution at an office located in either the County of
Marin or the City and County of San Francisco in the State of California under
arrangements which authorize the disbursement of funds from such account by the
Title Company at the closing of the

Escrow in accordance with the escrow instructions referred to in Section 9.5.F
above and with the provisions of Section 10 below; and,

G. The deposit by Optionee into the Escrow of cash or
immediately available funds equal to all expenses of conveyance to be paid by
Optionee pursuant to Section 11 below, such deposit to be made at the same time
and in the same manner as the deposit of the Purchase Price referred to in
Section 9.5.F above.

9.6. Conditions to Closing for Benefit of Optionee. The
closing of the Escrow shall be conditioned for the benefit of Optionee upon the
performance by Optionor (or Optionee's written waiver of such performance) of
the following obligations (or, as to obligations the performance of which is not
to be completed prior to the closing of the Escrow, upon the non-occurrence of
any default by Optionor with respect to such obligations), which Optionor hereby
covenants and agrees it shall perform or cause to be performed within the time
limitations set forth in this Option Agreement:

A. Optionor obtaining from all applicable governmental
agencies the Development Agreement and the entitlements related thereto
necessary for the construction and use of the Project as provided under the
Leasehold Improvements Agreement and the Lease;

B. The performance by Optionor of each of its
obligations under the Lease, the Leasehold Improvements Agreement, and the Phase
II Purchase Agreement, except as otherwise provided in Section 2.4;

C. The deposit by Optionor into the Escrow of the duly
executed and acknowledged Grant Deed conveying the PG&E Property or the Phase I
Land, as the case may be, to Optionee;

D. The deposit by Optionor into the Escrow of an
assignment to Optionee of the landlord's interest under the Lease and the
Leasehold Improvements Agreement, and of all Optionor's rights and interest in
all documents described in Section 1.26 or in Section 1.29 as the case may be,
and any other agreements to be assumed by Optionee hereunder, all in a form
reasonably satisfactory to Optionee;

E. The deposit by Optionor into the Escrow of any funds
necessary to obtain the release of liens and encumbrances which it is
responsible for removing prior to the closing of the Escrow (but only to the
extent that the proceeds from the Purchase Price due to it would be insufficient
for such purpose);

F. The Title Company is unconditionally and irrevocably
committed to issue the American Land Title Association Owners Policy of title
insurance referred to in Section 8.3;

G. The obligations of Optionor pursuant to Section 22.6
below;

H. The obligations of Optionor to indemnify and hold
Optionee harmless set forth in Section 22.3 below; and

I. The representations and warranties made by Optionor
in this Option Agreement shall be true in all material respects on the Closing
Date.

9.7. Compliance with Subdivision Map Act. In addition to the
conditions set forth in Sections 9.5 and 9.6, it shall be a condition to the
Closing for the benefit of both Optionor

and Optionee that the conveyance of the PG&E Option Property or the Phase I
Option Property, as the case may be, shall comply fully with the requirements of
the California Subdivision Map Act (California Government Code Section 66410 et
seq.) (the "Map Act"), or shall be exempt therefrom. Optionor and Optionee
hereby agree that they shall cooperate reasonably with one another in causing
the conveyance of the PG&E Option Property or the Phase I Option Property, as
the case may be, to comply with the requirements of the Map Act or to be exempt
therefrom. If reasonably necessary to cause the conveyance of the PG&E Option
Property or the Phase I Option Property, as the case may be, to comply fully
with the Map Act or to be exempt therefrom, Optionor shall use commercially
reasonable efforts to assign to Buyer all of the right, title and interest which
Optionor then has under the existing agreements between Optionor and PG&E for
the acquisition of the PG&E Option Property or the Phase I Option Property, as
the case may be, by Optionor, in a good faith effort to prevent any delay in the
Closing Date.

10. CLOSING PROCEDURES.

10.1. Order of Performance. At the closing of the Escrow, the
Title Company shall perform the following obligations in the following order:

A. It shall cause the Grant Deed to be recorded in the
Official Records of Marin County, California.

B. It shall pay, at the time of the recording of the
Grant Deed, and charge to the escrow account of Optionee, all closing costs to
be paid by Optionee pursuant to the provisions of Section 11 below.

C. It shall charge to the escrow account of Optionee
the amount of the Purchase Price, and shall credit such amount to the escrow
account of Optionor.

D. It shall pay and charge to the escrow account of
Optionor all sums necessary to discharge liens and encumbrances which Optionor
is responsible for removing at or prior to the closing of the Escrow.

E. It shall pay, and charge to the escrow account of
Optionor, all closing cost to be paid by Optionor pursuant to the provisions of
Section 11 below.

F. It shall pay to Optionor all sums remaining in the
escrow account of Optionor after the making of all payments therefrom and other
charges thereto as set forth in this Section 10.1.

G. It shall pay to Optionee any sums remaining in the
escrow account of Optionee after the making of all payments therefrom and other
charges thereto as set forth in this Section 10.1.

10.2. Notice of Deficiencies. The Title Company shall
immediately notify all parties in writing should it not receive any document,
instrument or funds to be deposited into the Escrow by the date and time when
such deposit is to be completed.

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11. EXPENSES OF CONVEYANCE.

The expenses of the Escrow and conveyance shall be paid in the
following manner:

11.1. Title Insurance. The full cost of securing all policies
and endorsements of title insurance, including the policy referred to in Section
8.3 above, shall be paid by Optionee.

11.2. Deed Preparation. The cost of preparing, executing and
acknowledging the Grant Deed shall be paid by Optionor.

11.3. Prepayment Charges and Costs. All prepayment penalties,
yield maintenance payments, reconveyance fees and other payments required to be
paid to any holder of the Construction Financing or Take-Out Financing
encumbering the PG&E Property or the Phase I Land, as the case may be, as of the
Closing Date shall be paid by Optionee.

11.4. Recording Costs. The cost of recording the Grant Deed
shall be paid by Optionee.

11.5. Escrow Fees. Any escrow fees charged by the Title
Company for escrow services, if any, in excess of the cost of any policy of
title insurance, shall be split equally between the parties.

11.6. Transfer Taxes. All transfer and excise taxes due in
connection with the sale or conveyance of the PG&E Property or the Phase I Land,
as the case may be, shall be paid by Optionor.

12. PRORATIONS. The following prorations shall be made between
Optionor and Optionee on a basis of a thirty (30) day month (except as set forth
below) as of the closing of the Escrow:

12.1. Real Estate Taxes and Personal Property Taxes. Current,
non-delinquent general or special real property taxes and assessments and
personal property taxes (on the basis of the fiscal year for such taxes) shall
be apportioned through Escrow (on the basis of a 365-day year) as of 12:01 a.m.
on the Closing Date. In making such apportionment, the fact of whether or not
any reimbursements for such taxes have been paid prior to the Closing Date by
Optionee under the Lease shall be taken into account. If the Closing Date shall
occur before the real property tax rate is fixed, the apportionment of taxes
shall be made on the basis of the tax rate for the preceding fiscal year applied
to the latest assessed valuation. After the real property taxes are finally
fixed, Optionor and Optionee shall make a recalculation of such apportionment
and Optionor or Optionee as the case may be shall make an appropriate payment to
the other based on such recalculation. Any supplemental assessment imposed with
respect to the PG&E Option Property or the Phase I Option Property, as the case
may be, shall be taken into account only with respect to the period as to which
such supplemental assessment is levied.

12.2. Rentals. All rentals accruing or paid under the Lease
that relate to the period which includes the Closing Date shall be apportioned
through Escrow as of the Closing Date.

12.3. Utilities. Charges for utilities shall be apportioned by
Optionee and Optionor outside of Escrow within four (4) weeks after the Closing
Date.

12.4. Other Management Expenses. Any other amounts that relate
to the operation, management, and leasing of the PG&E Property or the Phase I
Land, as the case may be, that apply to a period including the Closing Date
shall be apportioned through Escrow as of the Closing Date, to the extent not
reimbursed by Optionee as a part of "Expenses" pursuant to the Lease.

13. POSSESSION. Optionor shall surrender and deliver to Optionee
any and all claims of rights to possession of the PG&E Option Property or the
Phase I Option Property, as the case may be, as of the closing of the Escrow.

14. CONDITION OF PROPERTY.

14.1. Representations by Optionor. Optionor shall use
commercially reasonable efforts to enforce the representations and warranties
made by PG&E in the Asset Sale Agreement for the benefit of Optionee to the
extent that Optionee is not entitled to enforce the same for its own account.
Optionor represents and warrants to Optionee that Optionor has no actual
knowledge (without any independent investigation), as of the date of this Option
Agreement, of any breach of such representations and warranties by PG&E.
Optionor agrees that Optionee would not purchase the PG&E Option Property or the
Phase I Option Property, as the case may be, without such representation or
warranty of Optionor or the representations and warranties of Optionor set forth
in other Sections of this Agreement, which are material and on which Optionee
shall rely. Except as set forth in the preceding sentences of this Section 14.1
and in Section 17, Optionee hereby represents, warrants and agrees that it has
not relied and will not rely upon any representation, warranty, agreement or
understanding, express or implied, made or given by Optionor or by its agents,
employees or representatives in determining whether to enter into this Option
Agreement or to purchase the PG&E Property or the Phase I Land or any portion
thereof and that it has relied and will rely solely upon the results of its own
inquiries and investigations or on information received from independent third
parties whom Optionee independently identifies and whom Optionee deems reliable.

14.2. Property Sold "AS IS". Except as otherwise provided in
Sections 14.1 and 17, and except for Optionor's covenants and obligations under
this Option Agreement (and, to the extent required to be performed prior to the
Closing Date, the obligations of Optionee under the Lease and the Leasehold
Improvements Agreement, excluding any obligation to correct latent defects the
repair of which was not commenced before the Closing Date), Optionee
acknowledges and agrees that it is purchasing the PG&E Property or the Phase I
Land, as the case may be, "AS IS, WITH ALL FAULTS", that Optionor shall not be
required to make any repairs or improvements thereon or for the benefit thereof,
and that Optionor shall have no liability to Optionee with respect to the
condition of the PG&E Property or the Phase I Land, as the case may be, or to
the condition, design or adequacy of any improvements located thereon or the
condition, design or adequacy of any improvements serving or protecting the PG&E
Property or the Phase I Land, as the case may be, although not located thereon,
whether such liability arises from the negligence of Optionor or otherwise. Each
of Optionor and Optionee shall affirm to the other, by the execution and
delivery of a certificate in the form attached hereto as Exhibit F, its
warranties, representations, agreements and acknowledgments set forth in
Sections 14.1, 17, 18, 22.3 and 22.4 at and as of the closing of the Escrow. Any
costs to repair latent defects incurred after the Closing Date shall be a part
of Phase I Project Cost.

15. SPECIFIC PERFORMANCE. In the event that Optionor fails to
perform its obligations to sell the PG&E Property or the Phase I Land, as the
case may be, following an effective exercise of one of the Options, the parties
acknowledge that specific performance would

be an appropriate remedy and that the right to specific performance has not been
waived or otherwise relinquished by Optionee.

16. PERFORMANCE UNDER OTHER AGREEMENTS. The rights of Optionee
under this Option Agreement are granted in consideration of the obligations of
Optionee under the Lease, the Leasehold Improvements Agreement, and the Phase II
Purchase Agreement, and the obligations of Optionor under this Option Agreement
are expressly conditioned upon the performance by Optionee of each of the
obligations of Optionee which are to be performed on or before the Closing Date
under the Lease (save and except for obligations which would ordinarily be
regarded by a landlord of similar premises as immaterial), the Leasehold
Improvements Agreement and the Phase II Purchase Agreement (except as otherwise
provided in Section 2.4) within the times for such performance provided in such
agreements (including the applicable grace period, if any, provided in such
agreements with respect to any particular obligation). The performance by
Optionee upon which the obligations of Optionor under this Option Agreement are
conditioned include, without limitation, the full performance of the obligations
of Optionee under Section 41 ("Limitation Upon Further Negotiations") of the
Lease, but only to the extent that such obligations under Section 41 of the
Lease were to have been performed prior to the exercise of an Option by
Optionee.

17. WARRANTIES AND REPRESENTATIONS OF OPTIONOR. Optionor hereby
represents and warrants to Optionee the following matters as of the date hereof,
each of which shall also be true and complete as of the Closing Date as if made
on the Closing Date; and each of the same shall be deemed independently material
and shall survive the closing of the Escrow:

17.1. Capacity. Optionor is, and as of the closing of the
Escrow will be, duly authorized and empowered to enter into and perform its
obligations pursuant to this Option Agreement and all other agreements and
documents described or contemplated hereby, and the execution and performance of
this Option Agreement by Optionor does not and will not constitute a breach of
any agreement which is binding upon Optionor and which pertains to the PG&E
Property or the Phase I Land, as the case may be.

17.2. Organization and Qualification. Optionor is a limited
partnership duly organized and existing under the laws of the State of
California.

18. WARRANTIES AND REPRESENTATIONS OF OPTIONEE. Optionee hereby
represents and warrants to Optionor the following matters as of the date hereof
and each of which shall also be true and complete as of the Closing Date as if
made on the Closing Date; and each of the same shall be deemed independently
material and shall survive the closing of the Escrow:

18.1. Capacity. Optionee is, and as of the closing of the
Escrow will be, duly authorized and empowered to enter into and perform its
obligations pursuant to this Option Agreement and all other agreements and
documents described or contemplated hereby, and the execution and performance of
this Option Agreement by Optionee does not and will not constitute a breach of
any agreement which is binding upon Optionee.

18.2. Organization and Qualification. Optionee is a
corporation duly organized and existing under the laws of the State of Delaware,
and is duly qualified to do business in the State of California.

19. DEVELOPMENT AGREEMENT.

A. Optionee shall use commercially reasonable efforts to
cooperate with Optionor in obtaining the approval and execution of a Development
Agreement by the City.

B. In the event that Optionor is unable for any reason to
obtain the approval and execution by the City of the Development Agreement on or
before May 1, 1998 and if Optionor is not then in material breach of any of its
obligations under this Option Agreement, the Lease, the Leasehold Improvements
Agreement, the Phase II Purchase Agreement or the Asset Sale Agreement, then
Optionor may terminate this Option Agreement, the Lease, the Leasehold
Improvements Agreement and the Phase II Purchase Agreement (but not less than
all of them) by written notice to Optionee given at any time between May 16,
1998 and June 1, 1998 and before the date upon which the City executes the
Development Agreement. Such termination shall be effective upon and as of the
sixth (6th) business day following the date upon which Optionee receives such
notice from Optionor, unless Optionee exercises the First Option prior to such
effective date of the termination. In the event that Optionee so exercises the
First Option, then Optionee shall purchase the PG&E Option Property (subject to
the provisions of Section 2.13) from Optionor in its then condition, "as is,
with all faults", and Optionor shall have no further obligation to obtain the
approval of the Development Agreement or any other approval from the City or any
other governmental agency.

C. In the event that Optionor has obtained the approval and
execution of the Development Agreement on or before May 1, 1998, or in the event
that execution of the Development Agreement has not occurred on or before such
date but neither Optionor nor Optionee has duly executed any right of
termination of this Option Agreement, the Lease, the Leasehold Improvements
Agreement and the Phase II Purchase Agreement, and prior to the Closing Date an
action is filed challenging the validity of any approvals for the Project issued
by the City or any other governmental agency having jurisdiction over the
Project, Optionor may request that Optionee notify Optionor, within five (5)
days of the receipt by Optionee of such request from Optionor, whether Optionee
will agree to pay all costs incurred by Optionor in connection with the defense
of such action and/or in connection with any additional processing of
applications (including, without limitation, any further environmental review)
by the City or any other governmental entity required as a result of such
action. Optionee shall respond to the request of Optionor within five (5) days
of the receipt by Optionee of such request. In the event that Optionee fails to
respond to such request within such period of five (5) days, then Optionor may
give to Optionee a second request stating the failure of Optionee to respond to
the first request and further stating that if Optionee does not respond to the
second request within five (5) days of the receipt by Optionee of such second
request, Optionee will conclusively be deemed to have agreed to pay, in the same
manner as Phase II Current Costs, all such costs of defense and additional
processing. In the event that Optionee fails to respond to such request within
such period of five (5) days, Optionee will conclusively be deemed to have
agreed to pay all such costs of defense and additional processing. If Optionee
agrees (or is deemed to have agreed) to pay such costs, then the close of Escrow
shall be delayed until the fiftieth (50th) day after the later to occur of: (i)
the issuance of a final, non-appealable judgment or order in such action (or the
expiration of the period for the appeal of any such order or judgment has
expired without an appeal having been filed) denying and rejecting such
challenge; or, (ii) if such challenge is found in such action to be meritorious
and additional processing of applications (including, without limitation, any
further environmental required review) by the City or any other governmental
entity is required, all such additional processing has been completed, and the
City has executed, or affirmed the validity of, the Development Agreement.

D. In the event that Optionor has obtained the approval and
execution of the Development Agreement on or before May 1, 1998, or in the event
that execution of the Development Agreement has not occurred on or before such
date but neither Optionor nor Optionee has duly executed any right of
termination of this Option Agreement, the Lease, the Leasehold Improvements
Agreement and the Phase II Purchase Agreement, and prior to the Closing Date an
action is filed challenging the validity of any approvals for the Project issued
by the City or any other governmental agency having jurisdiction over the
Project, and Optionee has not agreed (or is not deemed to have agreed) to pay
the costs described in Section 20.C, then Optionor may, in its sole discretion,
give a written notice to Optionee delaying the closing of the Escrow until the
fiftieth (50th) day after the later to occur of: (i) the issuance of a final,
non-appealable judgment or order in such action (or the expiration of the period
for the appeal of any such order or judgment has expired without an appeal
having been filed) denying and rejecting such challenge; or, (ii) if such
challenge is found in such action to be meritorious and additional processing of
applications (including, without limitation, any further environmental required
review) by the City or any other governmental entity is required, all such
additional processing has been completed, and the City has executed, or affirmed
the validity of, the Development Agreement.

E. In the event that Optionor has obtained the approval and
execution of the Development Agreement on or before May 1, 1998, or in the event
that execution of the Development Agreement has not occurred on or before such
date but neither Optionor nor Optionee has duly executed any right of
termination of this Option Agreement, the Lease, the Leasehold Improvements
Agreement and the Phase II Purchase Agreement, and an action is filed
challenging the validity of any approvals for the Project issued by the City or
any other governmental agency having jurisdiction over the Project, then
Optionor may terminate this Option Agreement, the Lease, the Leasehold
Improvements Agreement and the Phase II Purchase Agreement (but not less than
all of them) by written notice to Optionee given at any time after May 1, 1998
and before the later of the date upon a final, non-appealable judgment or order
has been entered in such action (or the period for the appeal of any order or
judgment has expired without an appeal having been filed) or the date the City
executes the Development Agreement. Such termination shall be effective upon and
as of the sixth (6th) business day following the date upon which Optionee
receives such notice from Optionor, unless Optionee exercises the First Option
prior to such effective date of the termination. In the event that Optionee so
exercises the First Option, then: (i) Optionee shall purchase the PG&E Property
(subject to the provisions of Section 2.13) from Optionor in its then condition,
"as is, with all faults"; (ii) Optionor shall have no further obligation to
obtain the approval of the Development Agreement or any other approval from the
City or any other governmental agency or to defend any pending or future action
in respect of any such approval; (iii) Optionee may elect, by written notice to
Optionor given at least forty (40) days prior to the Closing Date, either to
require that Optionor obtain from PG&E, and convey to Optionee at the closing of
the Escrow, title to the PG&E Property or to require that Optionor assign to
Optionee at the closing of the escrow, in lieu of the conveyance of title to the
PG&E Property to Optionee, all right, title and interest which Optionor then has
under the existing agreements between Optionor and PG&E for the acquisition of
the PG&E Property by Optionor. In the event that Optionee elects to have
Optionor assign to Optionee all right, title and interest which Optionor then
has under the existing agreements between Optionor and PG&E for the acquisition
of the PG&E Property by Optionor, Optionor shall attempt to obtain the approval
of PG&E to such an assignment. In the event that Optionor has not obtained such
approval on or before the Closing Date, then Optionor shall, in lieu of making
such an assignment at the closing of the Escrow, agree in writing with Optionee
that Optionor will use all commercially reasonable efforts, when requested to do
so by Optionee, to acquire and convey to Optionee title to the PG&E Property;
provided, however, that the costs of all such effort shall be paid in their
entirety by Optionee.

F. In the event that Optionor, at the closing of the Escrow
and in lieu of making at the closing of the Escrow an assignment of all right,
title and interest which Optionor then has

under the existing agreements between Optionor and PG&E for the acquisition of
the PG&E Property by Optionor, agrees in writing with Optionee pursuant to
Section 19.E that Optionor will use all commercially reasonable efforts, when
requested to do so by Optionee, to acquire and convey to Optionee title to the
PG&E Property, but Optionee has not given such a request to Optionor on or
before the forty-fifth (45th) day preceding the day upon which the rights of
Optionor to purchase the PG&E Property pursuant to such agreement would expire,
then Optionor may, in its sole discretion, give to Optionee an written notice
terminating the obligation of Optionor to acquire and convey to Optionee title
to the PG&E Property, and Optionor may thereafter purchase the PG&E Property at
its own cost and for its own account, without any obligation to convey the PG&E
Property to Optionee or to reimburse to Optionee any expense incurred by
Optionee.

20. ASSUMPTION AND INDEMNITY WITH RESPECT TO OBLIGATIONS OF OPTIONOR.

20.1. Assignment and Assumption of Obligations.

A. Upon the exercise by Optionee of the First Option,
Optionor shall assign to Optionee, and Optionee shall assume all of the
obligations of Optionor under, all agreements with service providers, mortgage
brokers (but not lenders) or others pertaining to the design or construction of
improvements pursuant to the Leasehold Improvements Agreement (excluding any
such agreements which Optionee specifically requests not be so assigned), but
only if and to the extent that the costs incurred or to be incurred pursuant to
such agreements would be a part of Aggregate Development Cost. Optionor shall
also be entitled to cease its efforts at proceeding with the design and
construction of the Project. In the event of any default by Optionee of its
obligation to purchase the PG&E Option Property following an exercise of the
First Option, Optionee shall, upon the written request of Optionor, assign such
agreements back to Optionor (excluding any such agreements which Optionor
specifically requests not be so assigned back) and shall pay all amounts due
pursuant to such agreements in respect of services rendered or consideration
provided after the assignment to Optionee and prior to the assignment back to
Optionor.

B. Following the exercise by Optionee of the Second
Option, Optionor shall, at and as of the closing of the Escrow, assign to
Optionee, and Optionee shall then assume all of the obligations of Optionor
under, all agreements pertaining to the pertaining to the Phase I Option
Property. The agreements to be so assumed by Optionee shall include, without
limitation, any personal guaranty of any indebtedness or other obligations
pertaining to the Project.

C. Following the exercise by Optionee of the Third
Option, Optionor shall, at and as of the closing of the Escrow, assign to
Optionee, and Optionee shall then assume all of the obligations of Optionor
under, all agreements pertaining to the Phase I Option Property. The agreements
to be so assumed by Optionee shall include, without limitation, any personal
guaranty of any indebtedness or other obligations pertaining to the Project.

2.02. Indemnity by Optionee. Optionee hereby agrees to
indemnify, defend and hold Optionor harmless from any claim, loss, or liability
arising from or in connection with any failure by Optionee to perform any of the
obligations assumed by Optionee in accordance with Section 20.1. Such agreement
by Optionee to indemnify, defend and hold Optionor harmless shall apply, without
limitation, to any litigation pertaining to the entitlements for the development
of the Project or Phase II or the environmental review which was conducted in
connection with the applications filed by Optionor for such entitlements.

20.3. Indemnity by Optionor. Optionor hereby agrees to
indemnify, defend and hold Optionee harmless from any claim, loss, or liability
arising from or in connection with any default by Optionor arising prior to such
assignment in the performance by Optionor of the obligations of Optionor
pursuant to the agreements assigned by Optionor to Optionee in accordance with
Section 20.1. The foregoing notwithstanding: (i) to the extent that the
performance of any such obligation by Optionor would have resulted in an expense
which would be or have been a part a Phase I Project Cost or Phase II Current
Costs, then the amount which would have been a part of Phase I Project Cost or
Phase II Current Costs shall nevertheless remain a part of such Phase I Project
Cost or Phase II Current Costs and shall not be an amount covered by this
indemnity; and, (ii) to the extent that any default by Optionor arose in
connection with any material breach by Optionee of its obligations under the
Lease or the Leasehold Improvements Agreement or the letter agreements referred
to in Section 3.5 of the Leasehold Improvements Agreement, Optionor shall not
have any obligation to indemnify, defend or hold Optionee harmless with respect
to such default. Such agreement by Optionor to indemnify, defend and hold
Optionee harmless shall apply, without limitation, to any litigation pertaining
to the entitlements for the development of the Project or Phase II or the
environmental review which was conducted in connection with the applications
filed by Optionor for such entitlements.

21. CERTAIN RIGHTS AND OBLIGATIONS OF LENDERS.

21.1. Subordination to Rights of Lenders. Within ten (10) days
of a written request from Optionor to Optionee, Optionee shall execute such
other and further instruments as may be required to subordinate the rights of
Optionee pursuant to this Option Agreement to the interests of any lender under
any mortgage, deed of trust or other instrument securing the repayment of funds
for purposes of Construction Financing or Take-Out Financing; provided, however,
that such lender shall agree in writing that, in the event of a foreclosure of
the mortgage, deed of trust or other instrument, whether by action, pursuant to
an exercise of the power of sale therein contained or otherwise, or delivery of
a deed to the PG&E Option Property or the Phase I Option Property, as the case
may be, or any part thereof or interest therein, in lieu of foreclosure of such
mortgage, deed of trust or other instrument, or other proceeding brought to
enforce the rights of the lender thereunder or under any other related security
documents (collectively, a "Foreclosure Sale Event"), then the Options, to the
extent that, and for so as, any one (1) or more of them have not expired by
their respective terms unexercised, shall continue in full force and effect as
direct options between Optionee and the succeeding owner who acquires title to
all or any portion of the PG&E Option Property or the Phase I Option Property,
as the case may be, as a result of such Foreclosure Sale Event, or any interest
therein, upon and subject to the terms, covenants and conditions of this Option
Agreement, and each succeeding owner will be bound by all of Optionor's
obligations under this Option Agreement, except that each succeeding owner shall
not:

A. be liable under this Option Agreement for damages
accruing by reason of any previous act or omission of any prior owner of the
PG&E Option Property or the Phase I Option Property, as the case may be,
(including, without limitation, the lender or any receiver appointed in any such
foreclosure action or proceeding, although each prior owner shall remain liable
in damages for its own such acts or omissions) with respect to the Options;

B. be subject to any offsets, defenses or claims
against the Purchase Price for the PG&E Option Property or the Phase I Option
Property, as the case may be, thereafter becoming due under this Option
Agreement which have accrued to Optionee against said prior owner with respect
to the Options;

C. be bound by any modification of this Option
Agreement or by any prepayment of the Purchase Price for the PG&E Option
Property or the Phase I Option Property, as

the case may be (other than any deposit in Escrow), or by any waiver or
forbearance on the part of Optionee made subsequent to the date the lender made
the loan unless such modification, prepayment, waiver or forbearance was
approved in writing by the lender;

D. be required to construct, install or pay for the
construction or installation of any improvement, whether pursuant to the
Leasehold Improvements Agreement or otherwise; or,

E. be bound for return of any deposit made on account
of the Purchase Price for the PG&E Option Property or the Phase I Option
Property, as the case may be (other than any deposit held by such succeeding
owner or any deposit in Escrow but only if such succeeding owner has succeeded
to the rights of Optionor with respect to such Escrow), unless the same either
has been deposited in Escrow and such succeeding owner has succeeded to the
rights of Optionor with respect to such Escrow or specifically transferred to
such succeeding owner.

Optionee agrees that the succeeding owner's failure to perform the
obligations of Optionor or any other prior landlord from which such succeeding
owner is expressly and specifically excused pursuant to the provisions of
Sections 21.1.A through 21.1.E above, inclusive, shall not constitute a default
by the succeeding owner under the Lease or the Leasehold Improvements Agreement
and Optionee shall have no rights against such succeeding owner on account of
any such failure, except as otherwise expressly provided in this Option
Agreement. Nothing contained in this Option Agreement shall, however, limit or
otherwise adversely affect the rights or remedies of Optionee against Optionor.

21.2 Termination of Option upon Foreclosure. In the event a
lender records a notice of default or notice of sale or otherwise commences
proceeding to obtain a judicial declaration of foreclosure under any mortgage,
deed of trust or other instrument securing the repayment of funds for purposes
of Construction Financing or Take-Out Financing, such lender shall give Optionee
written notice offering to sell the loan of such lender to Optionee for an
amount equal to the then outstanding principal balance and all accrued and
unpaid interest, charges, fees and penalties due under the Construction
Financing (or, if the Construction Financing is not then outstanding, the
Take-Out Financing), which amount shall be specified in the notice from such
lender to Optionee. Optionee may accept such offer by written notice to such
lender given within thirty (30) days of the receipt by Optionee of such notice
from the lender. In the event that Optionee accepts such offer, then Optionee
shall purchase, and such lender shall assign to Optionee, all of such lender's
right, title and interest in the loan documents and instruments, and shall pay
the purchase price thereof to lender. The closing of the purchase transaction
shall occur on the fifteenth (15th) day following the acceptance of the offer by
Optionee. In the event that Optionee does not accept such offer within such
period of thirty (30) days, then such lender may, in its sole discretion and by
written notice to Optionee, terminate any rights of Optionee pursuant to this
Option Agreement or any contract resulting from any exercise of any of the
Options, all without compensation to Optionee. Upon such a termination, neither
Optionor nor such lender shall have any further obligations to Optionee under
this Option Agreement, and Optionee shall execute, acknowledge and deliver to
such lender a quitclaim of the rights of Optionee under this Option Agreement.

22. ADDITIONAL TERMS AND CONDITIONS.

22.1. Waiver and Termination of Subsequent Options. In the
event that Optionee acquires the PG&E Option Property pursuant to the First
Option, such acquisition shall constitute a waiver of, and shall terminate, the
Second Option and the Third Option. In the event that Optionee exercises the
Second Option, such exercise shall constitute a waiver of, and shall terminate,
the Third Option.

22.2. Payable as Phase II Current Costs. Where this Option
Agreement provides that an amount is payable in the same manner as Phase II
Current Costs, such amounts shall be payable irrespective of whether or not any
Phase II Current Costs are payable, either then or at any other time.

22.3. Brokerage Commissions of Optionor. Optionor hereby
warrants and represents to Optionee that Optionor has not employed any broker or
other party to whom a commission or finder's fee is due with respect to this
transaction. Optionor hereby agrees to and does hereby indemnify and hold
Optionee free and harmless from and against all claims, costs, liabilities or
causes of action by any broker, agent or finder, licensed or otherwise, claiming
through, under or by reason of the conduct of Optionor in connection with this
transaction.

22.4. Brokerage Commissions of Optionee. Optionee hereby
warrants and represents to Optionor that Optionee has not employed any broker or
other party to whom a commission or finder's fee is due with respect to this
transaction other than Xxxxx Xxxxxxxxxx of H&L Commercial Real Estate, who shall
be compensated by Optionee pursuant to a separate agreement between such broker
and Optionee. Optionee hereby agrees to and does hereby indemnify and hold
Optionor free and harmless from and against all claims, costs, liabilities or
causes of action by any broker, agent or finder, licensed or otherwise, claiming
through, under or by reason of the conduct of Optionee in connection with this
transaction.

22.5. Options Personal to Optionee. The First Option, the
Second Option and the Third Option are all personal to Fair, Xxxxx and Company,
Inc., a Delaware corporation, and may not be assigned, transferred or sold,
either directly or indirectly, to any other entity or person. The foregoing
notwithstanding, Optionee may direct that Optionor convey the Option Property
directly to an entity which is wholly-owned by Optionee or which is required to
effectuate any off-balance sheet financing being undertaken by Optionee in
connection with the development of the PG&E Property; provided, however, that:
(i) such entity executes and delivers to Optionor an agreement, in form and
substance reasonably satisfactory to Optionor, whereby such entity agrees to be
bound by all of the elections and actions of Optionee with respect to this
Option Agreement, the Lease or the Leasehold Improvements Agreement; (ii) such
entity executes and delivers to Optionor an agreement, in form and substance
reasonably satisfactory to Optionor, whereby such entity assumes, for the
express benefit of Optionor, all of the obligations of Optionor under the Lease
and the Leasehold Improvements Agreement and all other obligations which
Optionee would have been required to assume had the PG&E Option Property or the
Phase I Option Property, as the case may be, been conveyed to Optionee; (iii)
Optionee shall not be released from any obligation or liability of Optionee
hereunder; and, (iv) Optionee shall indemnify, defend and hold Optionor harmless
from and any claim, cost, liability or cause of action arising from or in
connection with the fact that the PG&E Option Property or the Phase I Option
Property, as the case may be, is conveyed to such entity.

22.6. Foreign Investor Tax Reporting Requirements. Optionor
hereby warrants to Optionee that such Optionor is not a foreign person,
non-resident alien, foreign corporation, foreign partnership, foreign trust or
foreign estate, within the meaning of those terms set forth in Sections 1445 and
7701 of the Internal Revenue Code of the United States. Optionor shall also
warrant, represent and certify to Optionee at the closing of the Escrow that
Optionor is a foreign person, non-resident alien, foreign corporation, foreign
partnership, foreign trust or foreign estate, within the meaning of those terms
set forth in Sections 1445 and 7701 of the Internal Revenue Code of the United
States. Optionor shall also certify to Optionee whether or not Optionee is
required to withhold a portion of the sales price from Optionor pursuant to the
provisions of Sections 18805 and 26131 of the California Revenue and Taxation
Code, and shall complete and deliver to Optionee at the closing of the Escrow
Form 590 ("Withholding Exemption

Certificate") of the California Franchise Tax Board to establish such exemption.

22.7. Relationship. Nothing contained in this Option Agreement
shall be deemed or construed by the parties or by any third person to create a
relationship of principal and agent or a partnership or a joint venture among
Optionee, Optionor or between any two or more of them and any third party.

22.8. Time. Time is of the essence of this Option Agreement
and of each provision hereof. The time in which any act required or permitted by
this Option Agreement is to be performed shall be determined by excluding the
day upon which the event occurs from whence the time commences. If the last day
upon which performance would otherwise be required or permitted is a Saturday,
Sunday or holiday, then the time for performance shall be extended to the next
day which is not a Saturday, Sunday or holiday. The term "holiday" shall mean
all and only mandatory federal holidays during which deliveries by the United
States Postal Service are suspended. All references herein to a particular time
of day shall be to pacific standard time or, if then in effect, pacific daylight
time.

22.9. Condemnation. In the event that the PG&E Property (or
any portion thereof, the taking of which would materially interfere with the
operation, use and enjoyment of the PG&E Property for purposes consistent with
the provisions of the Lease) is the subject of a written notice from a
governmental agency having the power of eminent domain that the governing body
or board of such agency has made a preliminary determination that the agency
plans to acquire, or has made a final determination that the agency will
acquire, the PG&E Property (or any portion thereof, the taking of which would
materially interfere with the operation, use and enjoyment of the PG&E Property
for purposes consistent with the provisions of the Lease) by an exercise of the
power of eminent domain, and Optionee elects to terminate the Lease and the
Leasehold Improvements Agreement in accordance with their respective terms due
to such taking, this Option Agreement shall terminate as to the portion of the
PG&E Property as to which the Lease and the Lease Improvements Agreement were so
terminated. In the event that this Option Agreement is terminated in accordance
with the provisions of this Section 22.9, the respective rights and obligations
of Optionee and of Optionor pursuant to this Option Agreement shall thereupon
terminate. In the event that this Option Agreement is not terminated in
accordance with the provisions of this Section 22.9, the closing of the Escrow
following an exercise of any of the Options shall not be averted or delayed by
reason of any exercise of the power of eminent domain with respect to a portion
of the PG&E Property, although the award paid or to be paid respect of such
taking shall be assigned (or, if received by Optionor, transferred) to Optionee
at the closing of the Escrow. Optionor shall, until the closing of the Escrow,
promptly notify Optionee of any condemnation or threat of condemnation from any
governmental entity with respect to the PG&E Property, or any portion thereof,
but only if Optionor has actual notice of such condemnation or threat thereof.

22.10. Risk of Loss. In the event that Optionee duly exercises
one of the Options and the Site and Shell Improvements or the Tenant
Improvements or both are damaged or destroyed prior to the closing of the Escrow
(whether or not such damage or destruction precedes or follows such exercise),
then, within fifteen (15) days of written notice of such damage or destruction
from Optionor to Optionee, Optionee shall elect either: (i) to proceed with the
closing of the Escrow and accept the Site and Shell Improvements or the Tenant
Improvements, with the Closing Date being extended to permit Optionor and
Optionee to perform any obligations which either of them may have under the
Lease or the Leasehold Improvements Agreement to repair or replace the portions
of the Site and Shell Improvements or the Tenant Improvements which were so
damaged or destroyed; or, (ii) to accept the Site and Shell Improvements or the
Tenant Improvements in their then condition, "as is, with all faults", together
with all insurance proceeds payable in respect of such damage or destruction, to
the extent that such proceeds are not claimed by the holder of any mortgage or
deed of trust encumbering the Phase I Land (in the event of which

claim, the Purchase Price shall be reduced by an amount equal to the amount of
such proceeds so claimed by such holder).

22.11. Escrow Cancellation Charges. If the Escrow should fail
to close by reason of a default by Optionor hereunder, Optionor shall pay all
title policy or escrow cancellation charges. If the Escrow should fail to close
by reason of a default by Optionee hereunder, Optionee shall pay all title
policy or escrow cancellation charges. If the Escrow should fail to close for
any reason other than one of the foregoing, Optionee shall pay one-half of any
title policy or escrow cancellation charges and Optionor shall pay one-half of
any title policy or escrow cancellation charges.

22.12. Supersedence. This Option Agreement constitutes the
understanding and agreement of the parties hereto pertaining to the Options and
all prior agreements, understandings or representations pertaining to those
matters are hereby superseded in their entirety.

22.13. Amendments. This Option Agreement is not subject to
modification or amendment except by a writing executed by Optionee and Optionor.

22.14. Severability. Nothing contained herein shall be
construed so as to require the commission of any act contrary to law, and
whenever there is any conflict between any provision herein and any present or
future statute, law, ordinance or regulation contrary to which the parties have
no legal right to contract, the latter shall prevail, but the provision of this
Option Agreement affected shall be limited only to the extent necessary to bring
it within the requirements of such statute, law, ordinance or regulation.

22.15. Choice of Law. This Option Agreement, and the
interpretation and enforcement thereof, shall be governed by the laws of the
State of California.

22.16. Waivers. No failure by Optionee or Optionor to insist
upon a strict performance by the others of any covenant, term or condition of
this Option Agreement or to exercise any right or remedy consequent upon a
breach thereof shall constitute a waiver of any other breach or of such
covenant, term or condition. No waiver of any breach shall affect or alter this
Option Agreement, but each and every covenant, term and condition of this Option
Agreement shall continue in full force and effect with respect to any other
existing or subsequent breach.

22.17. Survival. All covenants, agreements and indemnities
made and all obligations to be performed under the provisions of this Option
Agreement, to the extent not performed at or before the closing of the Escrow
(including, without limitation, Optionor's obligation to execute, acknowledge
and deliver to Optionee quitclaim deeds and other documents as described in
Sections 8.4 and 23.2), shall survive the closing of the Escrow, and shall not
be deemed to merge with the Grant Deed upon delivery or acceptance thereof.

22.18. Notices. Any notice or other communication hereunder
shall be in writing and shall be given personally, or by prepaid registered mail
with return receipt requested or by commercial airfreight delivery service
guaranteeing next day delivery. Notices may also effectively be given by
transmittal over electronic transmitting devices such as telex or telecopy
machine if the party to whom the notice is being sent has such a device in its
office, provided that a standard machine-printed confirmation of the electronic
transmission is provided and also provided that a complete copy of any notice so
transmitted shall also be mailed in the same manner as required for a mailed
notice. Notices which are mailed or forwarded by commercial airfreight delivery
service shall be addressed as follows:

If to Optionee:

Fair, Xxxxx and Company, Inc.
000 Xxxxx Xxxxxxx Xxxxx
Xxx Xxxxxx, XX 00000-0000
Attn: Xxxxx XxXxxxxxx, Esq.

If to Optionor:

Village Builders, L.P.
000 Xxxxxxx Xx., Xxxxx 000
Xxx Xxxxxxxxx, XX 00000-0000
Attn: Controller

If to the Title Company:

First American Title Company of Marin
000 Xxxxx Xxxxxx
Xxx Xxxxxx, XX 00000

Any notice required or permitted to be given under this Option
Agreement shall be deemed given and received (i) when personally delivered, (ii)
upon transmission when sent by electronic transmitting device (provided that a
copy of such notice shall also be deposited with the United States Postal
Service, first-class postage prepaid and return receipt requested, within
twenty-four (24) hours after such transmission), (iii) the next day following
the deposit of such notice with a commercial airfreight delivery service under
circumstances where next day delivery is requested or is standard, or (iv)
forty-eight (48) hours after deposit with the United States Postal Service,
first-class postage prepaid and return receipt requested.

The address to which notices shall be sent may be changed by giving
notice of such change in accordance with the provisions of this Section 22.18.

22.19. Attorneys' Fees. If Optionor or Optionee brings any
arbitration or action for any relief against the other, declaratory or
otherwise, arising out of this Option Agreement, the losing party shall pay to
the prevailing party a reasonable sum for attorneys' fees, which shall be deemed
to have accrued on the commencement of such action and shall be paid whether or
not the arbitration or action is prosecuted to judgment.

22.20. Further Assurances. Optionor and Optionee shall each
execute such other and further agreements as may reasonably be required to
effectuate the purposes of this Option Agreement, provided that no such further
agreement shall materially alter the rights and the obligations of the parties
pursuant to this Option Agreement. Without limiting the foregoing, Optionor
shall at all times after the close of Escrow cooperate with Optionee in its
dealings with the City, the Agency and all consultants and other third parties
with whom Optionor has worked in connection with the Project (excluding,
however, Xx. Xxxxxx Xxxxxx and Mr. E. Xxxxx Xxxxxxxx), without, however,
Optionor being required to incur any cost in connection with that cooperation.

22.21. Separate Counterparts. This Option Agreement may be
executed in one or more separate counterparts, each of which, when so executed,
shall be deemed to be an original. Such counterparts, together, shall constitute
the one and the same instrument.

22.22. Exhibits. All Exhibits which are referred to in this
Option Agreement and are attached hereto, are incorporated herein by reference
and made a part hereof.

22.23. Captions, Number and Gender. The captions appearing at
the commencement of the Sections and subsections hereof are descriptive only and
for convenience in reference. Should there be any conflict between such caption
and the Section or subsection at the head of which it appears, the Section and
not such caption shall control and govern the construction of this Option
Agreement. Unless the context otherwise requires, singular nouns and pronouns
used in this Option Agreement are to be construed as including the plural
thereof. For convenience and brevity, masculine pronouns are used herein in
their generic sense as a reference to all persons, without regard to sex.

22.24. Memorandum of Option. Concurrently with Optionor's
acquisition of fee title to the PG&E Property or any portion thereof, Optionor
and Optionee shall execute, acknowledge and record a Memorandum of Option in the
form of attached Exhibit G.

23. CONTINGENT PURCHASE PRICE.

23.1. Payment of Contingent Purchase Price. If Optionee
exercises the First Option and acquires the PG&E Option Property pursuant
thereto and, at any time prior to the third (3rd) anniversary of the Closing
Date, Optionee offers to sell, transfer or convey any interest in the PG&E
Option Property or any part thereof to a purchaser or transferee which is not
either (a) a Synthetic Lease Lessor, or (b) directly or indirectly wholly-owned
by Optionee, then Optionee shall deliver to Optionor written notice of
Optionee's intention or offer to sell, transfer or convey any interest in the
PG&E Option Property or any part thereof. Concurrently with the consummation of
such sale, transfer or conveyance, Optionee shall pay to Optionor the Contingent
Purchase Price in cash or immediately available funds.

23.2. Recordation of Memorandum of Agreement; Quitclaim Deed.
On the Closing Date of Optionee's acquisition of the PG&E Option Property
pursuant to an exercise of the First Option by Optionee, Optionor and Optionee
shall each execute, acknowledge and record a memorandum of agreement in the form
attached hereto as Exhibit H. Upon the earlier to occur of the date on which
Optionee pays to Optionor the Contingent Purchase Price, or the date which is
five (5) days after the receipt by Optionor of a written representation by
Optionee that Optionee has not, at any time prior to the third (3rd) anniversary
of such Closing Date, offered to sell, transfer or convey any interest in the
PG&E Option Property or any part thereof in breach of Section 23.1, then
Optionor shall execute, acknowledge and deliver to Optionee (or to such other
person or entity as Optionee may request) a quitclaim deed (and/or such other
documents as may be reasonably required) expressly terminating the memorandum of
agreement described above only with respect to the obligation to pay the
Contingent Purchase Price and quitclaiming to Optionee (or to such other person
or entity as Optionee may request) all of Optionor's right, title and interest
in and to the Contingent Purchase Price. Optionor's delivery of such quitclaim
deed (and/or such other documents) shall be conditioned only on receipt of: (a)
the Contingent Purchase Price, if Optionee has offered to sell, transfer or
convey any interest in the PG&E Option Property in breach of Section 23.1; or
(b) Optionee's written representation as described above in this Section 23.2.

IN WITNESS WHEREOF the parties hereto have executed this Option
Agreement as of the date first written above.

OPTIONOR:

Village Builders, L.P.,
a California limited partnership

By VPI, Inc., a California corporation,
its General Partner

By
------------------------------------

Its
----------------------------------

OPTIONEE:

Fair, Xxxxx and Company, Inc.,
a Delaware corporation

By
---------------------------------------

Its
----------------------------------

TABLE OF CONTENTS

Page

RECITALS .........................................................................................................1

1. DEFINITIONS..............................................................................................2
1.1. "Access Agreement"............................................................................2
1.2. "Base Building Improvements"..................................................................2
1.3. "Break-Up Fee Maximum Amount".................................................................2
1.4. "Buildings"...................................................................................2
1.5. "City"........................................................................................2
1.6. "Closing Date"................................................................................2
1.7. "Construction Financing"......................................................................2
1.8. "Contingent Purchase Price"...................................................................2
1.9. "Declaration".................................................................................3
1.10. "Development Agreement".......................................................................3
1.11. "Development Management Fee"..................................................................3
1.12. "Escrow"......................................................................................3
1.13. "First Option"................................................................................3
1.14. "First Option Permitted Exceptions"...........................................................3
1.15. "First Option Purchase Price".................................................................3
1.16. "First Option Term Expiration Date"...........................................................3
1.17. "Hazardous Materials".........................................................................3
1.18. "Laws"........................................................................................3
1.19. "Lease".......................................................................................4
1.20. "Leasehold Improvements Agreement"............................................................4
1.21. "Option"......................................................................................4
1.22. "Optionee"....................................................................................4
1.23. "Optionor"....................................................................................4
1.24. "Parking Easement Agreement"..................................................................4
1.25. "Permitted Exceptions"........................................................................4
1.27. "PG&E Property"...............................................................................4
1.28. "Phase I Land"................................................................................5
1.29. "Phase I Option Property".....................................................................5
1.30. "Phase I Project Cost"........................................................................5
1.31. "Phase II"....................................................................................5
1.32. "Phase II Current Costs"......................................................................5
1.33. "Phase II Land"...............................................................................5
1.34. "Phase II Purchase Agreement".................................................................6
1.35. "Project".....................................................................................6
1.36. "Purchase Price"..............................................................................6
1.37. "Second Option"...............................................................................6
1.38. "Second Option Permitted Exceptions"..........................................................6
1.39. "Second Option Purchase Price"................................................................6
1.40. "Second Option Term Expiration Date"..........................................................6
1.41. "Site and Shell Improvements".................................................................6
1.42. "Substantial Completion"......................................................................6
1.43. "Synthetic Lease Lessor"......................................................................6
1.44. "Synthetic Lease Transaction".................................................................7
1.45. "Take-Out Financing"..........................................................................7
1.46. "Taking"......................................................................................7
1.47. "Tenant Improvements".........................................................................7
1.48. "Third Option"................................................................................7
1.49. "Third Option Permitted Exceptions"...........................................................7
1.50. "Third Option Purchase Price".................................................................7
1.51. "Third Option Term Expiration Date"...........................................................7
1.52. "Title Company"...............................................................................7

2. FIRST OPTION.............................................................................................8

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2.1. Grant of First Option.........................................................................8
2.2. Term of First Option..........................................................................8
2.3. Method of Exercise of First Option............................................................8
2.4. Effect of Exercise of First Option............................................................8
2.5. Amount of First Option Purchase Price.........................................................9
2.6. Agreement of the Parties as to First Option Purchase Price....................................9
2.7. Payment of First Option Purchase Price...................................................... 10
2.8. Closing of the Escrow Following Exercise of First Option.................................... 10
2.9. Delays in Closing of the Escrow............................................................. 11
2.10. Condition of First Option Title............................................................. 11
2.11. LIQUIDATED DAMAGES FOR BREACH BY OPTIONEE FOLLOWING EXERCISE OF FIRST OPTION................ 12
2.12. Additional Costs............................................................................ 13
2.13. Assignment of Asset Sale Agreement.......................................................... 14
2.14. Right to Redesignate Designated Treasury Rate............................................... 14

3. SECOND OPTION.......................................................................................... 14
3.1. Grant of Second Option...................................................................... 14
3.2. Term of Second Option....................................................................... 14
3.3. Method of Exercise of Second Option......................................................... 15
3.4. Effect of Exercise of Second Option......................................................... 15
3.5. Amount of Second Option Purchase Price...................................................... 15
3.6. Agreement of the Parties as to Second Option Purchase Price................................. 16
3.7. Payment of Second Option Purchase Price..................................................... 16
3.8. Construction of Improvements................................................................ 16
3.9. Execution of Buy-Sell Agreement Following Exercise of Second Option......................... 17
3.10. Closing of the Escrow Following Exercise of Second Option................................... 17
3.11. Condition of Second Option Title............................................................ 17
3.12. LIQUIDATED DAMAGES FOR BREACH BY OPTIONEE FOLLOWING EXERCISE OF SECOND OPTION............... 18
3.13. Right to Redesignate Designated Treasury Date............................................... 19

4. THIRD OPTION........................................................................................... 20
4.1. Grant of Third Option....................................................................... 20
4.2. Term of Third Option........................................................................ 20
4.3. Method of Exercise of Third Option.......................................................... 20
4.4. Effect of Exercise of Third Option.......................................................... 20
4.5. Amount of Third Option Purchase Price....................................................... 21
4.6. Agreement of the Parties as to Third Option Purchase Price.................................. 21
4.7. Payment of Third Option Purchase Price...................................................... 21
4.8. Construction of Improvements................................................................ 22
4.9. Closing of the Escrow Following Exercise of Third Option.................................... 22
4.10. Condition of Third Option Title............................................................. 22
4.11. LIQUIDATED DAMAGES FOR BREACH BY OPTIONEE FOLLOWING EXERCISE OF THIRD OPTION................ 23
4.12. Right to Redesignate Designated Treasury Date............................................... 24
4.13. Termination of Third Option................................................................. 24

5. EXPIRATION OF OPTION................................................................................... 25

6. ARBITRATION OF DISPUTES; DETERMINATION OF PURCHASE PRICE............................................... 25

7. ADJUSTMENT TO REFLECT FINAL PHASE I PROJECT COST....................................................... 26
7.1. Determination of Revised Final Phase I Project Cost......................................... 26

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7.2. Possible Review of Revised Final Aggregate Development Cost or Phase I Project Cost......... 27
7.3. Payment to Adjust Aggregate Development Cost or Phase I Project Cost........................ 27

8. TITLE AND DEED......................................................................................... 28
8.1. Condition of Title to Phase I Land.......................................................... 28
8.2. Grant Deed.................................................................................. 28
8.3. Title Insurance............................................................................. 28
8.4. Use Restriction............................................................................. 28

9. CLOSING OF THE ESCROW.................................................................................. 29
9.1. Retention of Title Company.................................................................. 29
9.2. Closing Date................................................................................ 29
9.3. Termination of the Lease and Leasehold Improvements Agreement............................... 29
9.4. Escrow Instructions......................................................................... 29
9.5. Conditions to Closing for Benefit of Optionor............................................... 29
9.6. Conditions to Closing for Benefit of Optionee............................................... 30
9.7. Compliance with Subdivision Map Act......................................................... 31

10. CLOSING PROCEDURES..................................................................................... 32
10.1. Order of Performance........................................................................ 32
10.2. Notice of Deficiencies...................................................................... 32

11. EXPENSES OF CONVEYANCE................................................................................. 33
11.1. Title Insurance............................................................................. 33
11.2. Deed Preparation............................................................................ 33
11.3. Prepayment Charges and Costs................................................................ 33
11.4. Recording Costs............................................................................. 33
11.5. Escrow Fees................................................................................. 33
11.6. Transfer Taxes.............................................................................. 33

12. PRORATIONS............................................................................................. 33
12.1. Real Estate Taxes and Personal Property Taxes............................................... 33
12.2. Rentals..................................................................................... 34
12.3. Utilities................................................................................... 34
12.4. Other Management Expenses................................................................... 34

13. POSSESSION............................................................................................. 34

14. CONDITION OF PROPERTY.................................................................................. 34
14.1. Representations by Optionor................................................................. 34
14.2. Property Sold "AS IS"....................................................................... 34

15. SPECIFIC PERFORMANCE................................................................................... 35

16. PERFORMANCE UNDER OTHER AGREEMENTS..................................................................... 35

17. WARRANTIES AND REPRESENTATIONS OF OPTIONOR............................................................. 35
17.1. Capacity.................................................................................... 35
17.2. Organization and Qualification.............................................................. 36

18. WARRANTIES AND REPRESENTATIONS OF OPTIONEE............................................................. 36
18.1. Capacity.................................................................................... 36
18.2. Organization and Qualification.............................................................. 36

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19. DEVELOPMENT AGREEMENT.................................................................................. 36

20. ASSUMPTION AND INDEMNITY WITH RESPECT TO OBLIGATIONS OF OPTIONOR....................................... 39
20.1. Assignment and Assumption of Obligations.................................................... 39
20.2. Indemnity by Optionee....................................................................... 39
20.3. Indemnity by Optionor....................................................................... 40

21. CERTAIN RIGHTS AND OBLIGATIONS OF LENDERS.............................................................. 40
21.1. Subordination to Rights of Lenders.......................................................... 40
21.2. Termination of Option upon Foreclosure...................................................... 41

22. ADDITIONAL TERMS AND CONDITIONS........................................................................ 42
22.1. Waiver and Termination of Subsequent Options................................................ 42
22.2. Payable as Phase II Current Costs........................................................... 42
22.3. Brokerage Commissions of Optionor........................................................... 42
22.4. Brokerage Commissions of Optionee........................................................... 42
22.5. Options Personal to Optionee................................................................ 43
22.6. Foreign Investor Tax Reporting Requirements................................................. 43
22.7. Relationship................................................................................ 43
22.8. Time........................................................................................ 43
22.9. Condemnation................................................................................ 44
22.10. Risk of Loss................................................................................ 44
22.11. Escrow Cancellation Charges................................................................. 44
22.12. Supersedence................................................................................ 45
22.13. Amendments.................................................................................. 45
22.14. Severability................................................................................ 45
22.15. Choice of Law............................................................................... 45
22.16. Waivers..................................................................................... 45
22.17. Survival.................................................................................... 45
22.18. Notices..................................................................................... 45
22.19. Attorneys' Fees............................................................................. 46
22.20. Further Assurances.......................................................................... 46
22.21. Separate Counterparts....................................................................... 47
22.22. Exhibits.................................................................................... 47
22.23. Captions, Number and Gender................................................................. 47
22.24. Memorandum of Option........................................................................ 47

23. CONTINGENT PURCHASE PRICE.............................................................................. 47
23.1. Payment of Contingent Purchase Price........................................................ 47
23.2. Recordation of Memorandum of Agreement; Quitclaim Deed...................................... 47

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TABLE OF EXHIBIT REFERENCES

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Table of Contents

OPTION AGREEMENT by and between Village Builders, L.P., a California limited partnership ("Optionor")

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