rmdxsublease.htm


    
      

      

    

    
      Exhibit 10.19

      SUB-SUBLEASE
AGREEMENT

      


      This
Sub-sublease Agreement ("Sublease"), dated March
..10, 2005 (the 'Execution Date"), I s entered into by and between CADENCE
DESIGN SYSTEMS, INC. a Delaware corporation ("Sublandlord"), and SECUREALERT,
INC., a Utah corporation ("Subtenant") .

      


      
        	
                1.

              	
                BASIC
      SUBLEASE PROVISIONS

              


      

      


      
        	
                 
      

              	
                1 .1

              	
                Premises: The Premises
      under this Sublease consist of approximately 7,458 rentable square feat
      located on the fourth (4 0) floor of the building located 150 West Civic
      Center Drive (the "Building") in the City of Sandy, State of Utah. The
      Premises demised hereunder are a portion of those certain premises
      ("Master Premises') containing approximately 42,900 rentable square feet
      which are demised pursuant to the Master Lease. The Premises ere depicted
      on Exhibit A to this Sublease.

              


      

      


      
        	
                 
      

              	
                1 .2

              	
                Overlandlord: Workers
      Compensation Fund of Utah, its successor and/or assigns, the owner of the
      Building.

              


      

      


      
        	
                 
      

              	
                1 .3

              	
                Master Landlord: Credit
      Suisse First Boston Group, successors-in-interest to Donaldson, Lufkin
      & Jenrette Securities Corporation, a Delaware
    corporation.

              


      

      


      
        	
                 
      

              	
                1 .4

              	
                Overlease: Lease dated
      April 4, 2000 entered Into by Masterlandlord and Overlandlord
      .

              


      

      


      
        	
                 
      

              	
                1 .5

              	
                Master Lease: Sublease
      dated May 29, 2002 entered into by Sublandlord, as tenant, and Master
      Landlord, as landlord, a copy of which is attached hereto as Exhibit
      B.

              


      

      


      
        	
                 
      

              	
                1 .6

              	
                Term: Forty Four (44)
      months, beginning on the Commencement Date and ending on the Expiration
      Date unless terminated earlier in accordance with the terms and conditions
      of this Sublease .

              


      

      


      
        	
                 
      

              	
                1 .7

              	
                Commencement Date: Upon
      the later of (i) delivery of possession of the Premises with all tenant
      improvements completed to the reasonable satisfaction of Subtenant or (ii)
      April 1, 2005.

              


      

      


      
        	
                 
      

              	
                1 .8

              	
                Expiration Date:
      November 29, 2008.

              


      

      


      
        	
                 
      

              	
                1 .9

              	
                Base Rent: As set forth
      in Section 4 .2.

              


      

      


      
        	
              	
                1 .10

              	
                Base Year:
      2006

              


      

      


      
        	
              	
                1 .11

              	
                Subtenant's Share of Master
      Premises: 17.38 %

              


      

      


      
        	
              	
                1 .12

              	
                Subtenant's Use: General
      business office use and no other
use.

              


      

      


      
        	
                 
      

              	
                1
      .13

              	
                Subtenant's
      Address:

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	 
      	
                Prior
      to the Commencement Date:

              	 
      	
                5095
      West 2100 South

              
	 
      	 
      	 
      	
                Salt
      Lake City, Utah 8412 0

              
	 
      	 
      	 
      	
                Attn:
      Chad Olsen

              
	 
      	 
      	 
      	 
      
	 
      	
                After
      the Commencement Date:

              	 
      	
                150
      West Civic Center Drive

              
	 
      	 
      	 
      	
                Fourth
      Floor

              
	 
      	 
      	 
      	
                Sandy,
      Utah 84070

              
	 
      	 
      	 
      	
                ATTN:
      Chad Olsen

              
	 
      	 
      	 
      	 
      
	 
      	
                Sublandlord's
      Address:

              	 
      	
                Cadence
      Design Systems, Inc.

              
	 
      	 
      	 
      	
                4526
      Seaton Center Parkway,

              
	 
      	 
      	 
      	
                Suite
      300

              
	 
      	 
      	 
      	
                Austin,
      TX 78759

              
	 
      	 
      	 
      	
                ATTN:
      Mike Leach, Director,

              
	 
      	 
      	 
      	
                Business
      Development

              
	 
      	 
      	 
      	 
      
	 
      	
                With
      copy of all notices to:

              	 
      	
                Cadence
      Design Systems, Inc

              
	 
      	 
      	 
      	
                c/o
      Staubach Global Services

              
	 
      	 
      	 
      	
                15601
      Dallas Parkway, Suite 400

              
	 
      	 
      	 
      	
                Addison,
      TX 7500 1

              
	 
      	 
      	 
      	
                ATTN:
      Cadence Real Estate

              
	 
      	 
      	 
      	
                Administration

              
	 
      	 
      	 
      	
                Telecopy
      No.: (972) 361-5921

              
	 
      	 
      	 
      	
                TAX
      ID#: 77-0148231

              
	 
      	 
      	 
      	
                Tenant
      Rep: Mike Leach

              
	 
      	 
      	 
      	 
      
	 
      	
                With
      copy of all default notices to:

              	 
      	
                Reed
      Smith

              
	 
      	 
      	 
      	
                Two
      Embarcadero Center, Suite 2000

              
	 
      	 
      	 
      	
                San
      Francisco, CA 94111

              
	 
      	 
      	 
      	
                ATTN:
      Charles H. Seaman, Esq.

              


      

      


      
        	
              	
                1 .14

              	
                Security Deposit. Three
      months rent, ($33,505
      .05).

              


      

      


      
        	
              	
                1 .15

              	
                Brokers: For
      Sublandlord: Prime Commercial,
Inc.

              


      

      


      
        	
                 
      

              	
                For Subtenant: Commerce
      CRG

              


      

      


      
        	
              	
                1 .16

              	
                Definitions: Each of the
      terms in the Basic Sublease Provisions are used in this Sublease as
      defined terms and have the meanings given in such sections. Other
      capitalized words and phrases for which no definition is given in this
      Sublease shall have the meanings given them in the Master Lease. Unless
      otherwise indicated, all section references are to the sections of this
      Sublease.

              


      

      


      
        
          	2.	
                   

                	
                  DEMISE OF PREMISES

                


        

      

      


      
        	
                 
      

              	
                2.1

              	
                Sublandlord
      hereby subleases the Premises to Subtenant, and Subtenant hereby subleases
      the Premises from Sublandlord, on and subject to the terms and conditions
      of this Sublease.

              


      

      


      
        	
                 
      

              	
                2.2

              	
                Sublandlord
      reserves the right, on reasonable prior notice, to inspect the Premises,
      or to exhibit the Premises to persons having a legitimate interest at any
      time during the Term.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                3.

              	
                TERM

              


      

      


      
        	
                 
      

              	
                3.1

              	
                The
      Term shall commence on the Commencement Date and end upon the Expiration
      Date.

              


      

      


      
        	
                 
      

              	
                3.2

              	
                If
      for any reason Sublandlord cannot deliver possession of the Premises to
      Subtenant by the estimated Commencement Date, (i) Sublandlord shall not be
      liable therefore, unless Sublandlord has failed to exercise commercially
      reasonable efforts to deliver possession with all tenant improvements
      completed by that date, but (ii) Subtenant shall have the right and option
      to terminate this Sublease without any liability
    whatsoever.

              


      

      


      
        	
                 
      

              	
                3.3

              	
                Notwithstanding
      any other provision of this Sublease or the Master Lease, this Sublease
      may be terminated prior to the Expiration Date by either party if the
      Master Lease is terminated for any cause whatsoever and Master Landlord
      does not require Subtenant to
attorn.

              


      

      


      
        	
                 
      

              	
                3.4

              	
                Upon
      consent of this Sublease by Master Landlord, Sublandlord agrees to allow
      Subtenant, its employees, agents, consultants and contractors to have
      access and early entry to the Premises, fifteen (15) business days prior
      to the Commencement Date ("Early Entry Period") on reasonable prior
      written notice, to allow Subtenant to carry out improvements and
      installation of Subtenant's furniture, fixtures and equipment thereof as
      in the reasonable opinion of Subtenant is required to ready the Premises
      for occupancy; provided, however, such Early Entry Period shall
      immediately cease on notice from Sublandlord where Subtenant's early entry
      in the opinion of Sublandlord may delay the completion of the Subtenant
      Improvements (defined in Section 18 .8) . Subtenant, its employees,
      agents, consultants and contractors shall take all reasonable and
      necessary safety and security precautions in connection with the carrying
      out of the installation of furniture, fixtures and equipment and shall
      obtain all required governmental permits and pay all governmental fees and
      charges associated with such work. Subtenant shall indemnify, defend and
      hold Sublandlord and Master Landlord and all Sublandlord's employees,
      successors and/or assigns (collectively, the "Indemnities") harmless from
      and against any and all costs, demands, claims, liabilities, violations,
      losses or damages which any of the Indemnities, individually or
      collectively, may at any time hereafter suffer or sustain arising or in
      any way related to Subtenant's accessing and entering the Premises and
      carrying out installation of furniture, fixtures and equipment in, on or
      to the Premises prior to the Commencement Date of this
      Sublease.

              


      

      


      
        	
                4.

              	
                RENT

              


      

      


      
        	
                 
      

              	
                4.1

              	
                The
      consideration payable by Subtenant for the Premises shall consist of the
      Base Rent under Section 4 .2, Additional Rent under Section 4 .3 and the
      Other Charges under Section 4.5. Base Rent, Additional Rent and Other
      Charges are collectively referred to as "Rent" Subtenant's covenant to pay
      Rent shall be independent of every other covenant in this Sublease
      .

              


      

      


      
        	
                 
      

              	
                4.2

              	
                Beginning
      on the Commencement Date and continuing thereafter on the first day of
      each month during the Term, Subtenant shall pay to Sublandlord in advance,
      and without notice, demand, deduction or offset, the following monthly
      Base Rent.

              


      

      


      
        	
                Months

              	
                1

              	
                through

              	
                12:

              	
                $11,168.36

              	
                per
      month

              	
                ($17
      .97/RSF/annum)

              
	
                Months

              	
                13

              	
                through

              	
                24:

              	
                $11,479.10

              	
                per
      month

              	
                (518
      .47/RSF/annum)

              
	
                Months

              	
                25

              	
                through

              	
                36:

              	
                $11,789.85

              	
                per
      month

              	
                ($18.97/RSF/annum)

              
	
                Months

              	
                37

              	
                through

              	
                44:

              	
                $12,100.60

              	
                per
      month

              	
                ($19.47/RSF/annum)

              


      

      


      Base Rent
for any partial month will be prorated, based on a thirty (30) day month.
Subtenant shall pay the first full month's Rent on the Execution Date, and if
the Commencement Date is not the first day of the month, then Subtenant shall
pay the prorated Rent for the first partial month on the Commencement
Date.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                4.3

              	
                Subtenant
      shall pay to Sublandlord, as additional rent ('Additional Rent") an amount
      equal to Subtenant's Share of the Pass Through Cost Increases (defined
      below) in accordance with this Section 4 .3 and Section 4 .4. 'Pass
      Through Costs' means the amounts paid by Sublandlord to reimburse Master
      Landlord for taxes, insurance, operating expenses, common area maintenance
      charges, management fees, capital expenditures for required repairs or
      Improvements, and/or other expenses incurred by Master Landlord in
      connection with the Building or the Master Landlord's Project. Pass
      Through Cost Increases" means the difference between the Pass Through
      Costs paid by Sublandlord during the Base Year (defined in Section 1.10
      above) and the Pass Through Costs payable by Sublandlord during a
      particular year following the Base Year (each such year shall be a
      'Comparison Year"). For purposes of calculating Additional Rent,
      Sublandlord shall be entitled to rely conclusively on Master Landlord's
      determination of estimated and actual Pass Through
  Costs.

              


      

      


      
        	
                 
      

              	
                4.4

              	
                Beginning
      on January 1st of the first Comparison Year, and on the first day of
      January of each subsequent Comparison Year during the Term, or as soon
      thereafter as is practicable, Sublandlord shall furnish Subtenant with a
      statement ("Sublandlord's Estimate") setting forth Sublandlord's estimate
      of the Pass Through Cost Increases for that Comparison Year. On the first
      day of each calendar month during each Comparison Year, Subtenant shall
      pay to Sublandlord one-twelfth (1/12th) of Subtenant's Share of the Pass
      Through Cost Increases, as estimated In Sublandlord's Estimate. On or
      about the first day of March of each Comparison Year after the first
      Comparison Year during the Term, or as soon thereafter as is reasonably
      practicable, Sublandlord shall furnish Subtenant with a statement of the
      actual Pass Through Costs Increases for the preceding Comparison Year,
      reconciling the actual amounts paid pursuant to Sublandlord's Estimate and
      the actual amounts payable hereunder ("Actual Pass Through Cost Increases
      Statement"). Within thirty (30) days after Sublandlord's giving of such
      Actual Pass Through Cost Increases Statement, Subtenant shall make a lump
      sum payment to Sublandlord in the amount, if any, by which the actual
      Subtenant's Share of Pass Through Cost Increases for such preceding
      Comparison Year as shown on the Actual Pass Through Cost Increases
      Statement, exceeds the aggregate of the monthly Installments of the
      estimated Subtenant's Share of Pass Through Cost Increases paid during
      such preceding Comparison Year. If Subtenant's Share of Pass Through Cost
      Increases, as shown on Sublandlord's Actual Pass Through Cost Increases
      Statement, is less than the aggregate of the monthly installments of
      Subtenant's Share of Pass Through Cost Increases actually paid by
      Subtenant during such preceding Comparison Year, then Sublandlord shall
      apply such amount to the next accruing monthly installment(s) of
      Subtenant's Share of Pass Through Cost Increases due from Subtenant until
      fully credited to Subtenant; provided, however, that if no Rent is due,
      then Sublandlord shall refund such amounts to Subtenant. If the Term ends
      on a date other than the last day of December, the actual Pass Through
      Cost Increases for the year in which the Expiration Date occurs,
      Subtenant's Share of Pass Through Cost Increases for such year shall be
      represented by a fraction, the numerator of which shall be the number of
      days during such fractional year falling within the Term, and the
      denominator of which is 360. The provisions of this Section 4.3 shall
      survive the Expiration Date or any sooner termination provided for in this
      Sublease.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                4.5

              	
                Notwithstanding
      any other provision of this Sublease, it is acknowledged and agreed that
      this is a 'full service' Sublease and that Subtenant shall have no
      obligation to pay any other fees, charges or other sums, if any, due under
      the Master Lease (collectively, 'Other Charges"). Utility consumption
      costs, including without limitation, electric and other charges incurred
      in connection with lighting, and providing electrical power and heating,
      ventilating and air conditioning service to the Premises are included in
      the Rent, and Sublandlord shall be responsible for paying all such costs
      and other charges before delinquency. Without limiting the generality of
      the foregoing, it is specifically understood and agreed that Subtenant
      shall be responsible for: (a) Intentionally Omitted; (b) services or
      benefits supplied to the Premises at Subtenant's request for which Master
      Landlord Imposes a fee or charge separate from the Master Lease Pass
      Through Costs; or (c) any rental tax applicable to the Premises and taxes
      applicable to the Subtenant's Property (defined In Section 11.4).
      Subtenant shall not be responsible for heating, ventilating or air
      conditioning, electrical or, Building UPS backup system service supplied
      to the premises.

              


      

      


      
        	
                 
      

              	
                4.6

              	
                All
      Rent shall be paid to Sublandlord, or to such other person or such other
      place as Sublandlord may from time to time designate in writing. If any
      Rent is not paid when due, Subtenant shall pay a late charge to
      Sublandlord equal to the greater o f (a) ten percent (10%) of the
      delinquent amount or (b) all interest and late charges as Sublandlord
      would sustain under the Master Lease in the case of delinquent payment of
      any rent due under the Master Lease. Notwithstanding any other provision
      of this Sublease, Subtenant shall have no other obligation to Sublandlord
      for damages or liabilities suffered or incurred by Sublandlord as a result
      of any late payment of Rent, including but not limited to damages or
      liabilities arising out of Sublandlord's failure to pay rent when due
      under the Master Lease. Neither demand for, nor receipt of, any late
      charge called for under this Sublease shall (i) operate to waive any
      default by Subtenant or provide a substitute for Subtenant's full and
      timely performance of the obligation to pay Rent, or (ii) limit the
      exercise of any other right or remedy Sublandlord may have under this
      Sublease in case of Subtenant's
Default.

              


      

      


      
        	
                 
      

              	
                4.7

              	
                In
      the event of any casualty or condemnation affecting the Premises, Rent
      payable by Subtenant shall be proportionately abated, but only as to the
      portion of the Premises damaged or taken; and only to the extent that any
      amounts payable by Sublandlord under the Master Lease (the 'Master Lease
      Rent") is abated or reduced with
      respect to the Premises.

              


      

      


      
        	
                5.

              	
                POSSESSION
      AND USE

              


      

      


      
        	
                 
      

              	
                5.1

              	
                Sublandlord
      subleases the Premises to Subtenant strictly in their present "as-is" and
      “with all faults" condition subject to Sublandlord performing the work
      described in Exhibit C attached hereto and incorporated herein. Subtenant,
      by acceptance of possession of the Premises, conclusively acknowledges the
      Premises to be in good order and repair and in a tenantable
      condition.

              


      

      


      
        	
                 
      

              	
                5.2

              	
                The
      Premises shall be used and occupied solely for Subtenant's Use as
      specified in the Basic Sublease Provisions Section 1.12. Subtenant shall
      not use or suffer or permit the Premises to be used for any other purpose
      except with Master Landlord's and Sublandlord's discretionary
      consent.

              


      

      


      
        	
                6.

              	
                SUBTENANT'S
      UTILITY, MAINTENANCE AND REPAIR
OBLIGATIONS

              


      

      


      
        	
                 
      

              	
                6.1

              	
                Subtenant
      shall be responsible for and shall pay before delinquency for all
      maintenance, repairs and replacements to the Premises and its equipment,
      to the extent Sublandlord is obligated to perform the same with respect to
      the Master Premises under the Master Lease. This Section shall not be
      construed to require Subtenant to reimburse Sublandlord for any expenses
      incurred by Sublandlord with respect to the Premises, and Sublandlord
      agrees that it will not incur any such expenses without Subtenant's prior
      written consent.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                6.2

              	
                Subtenant
      shall comply with all laws and ordinances, and all orders, rules and
      regulations of all governmental authorities and of all insurance bodies
      and their fire prevention engineers at any time in force, applicable to
      the Premises or to Subtenant's particular use or manner of use thereof, to
      the extent Sublandlord is obligated to perform the same with respect to
      the Master Premises under the Master
Lease.

              


      

      


      
        	
                 
      

              	
                6.3

              	
                Subtenant
      shall protect, defend, indemnify and hold Sublandlord harmless from all
      liability, loss, cost, damage, liens, costs or expenses imposed on
      Sublandlord or which Sublandlord may sustain or incur from Subtenant's
      failure to perform its obligations under this Article
  6.

              


      

      


      
        	
                7.

              	
                SUBTENANT'S
      INSURANCE AND INDEMNITY

              


      

      


      
        	
                 
      

              	
                7.1

              	
                Throughout
      the Term, Subtenant shall procure and maintain, at its own cost and
      expense, such commercial general liability insurance as is required to be
      carried by Sublandlord under the Master Lease, naming Sublandlord and
      Master Landlord, as an additional insured in the manner required therein,
      and such property insurance as is required to be carried by Sublandlord
      under the Master Lease to the extent such property insurance pertains to
      the Premises. If the Master Lease requires Sublandlord to insure leasehold
      improvements or alterations, then Subtenant shall insure such leasehold
      improvements which are located in the Premises, as well as alterations in
      the Premises made by Subtenant. Subtenant shall furnish to Sublandlord a
      certificate of Subtenant's insurance required under this Section 7.1 ten
      (10) days before the Commencement Date, whichever is
    earlier.

              


      

      


      
        	
                 
      

              	
                7.2

              	
                Subtenant
      waives claims against Sublandlord for damage to property owned by
      Subtenant where such damage is covered under any policy of property damage
      insurance maintained (or required by this Sublease to be maintained) by
      Subtenant. Subtenant hereby waives claims against Master Landlord and
      Sublandlord for death, injury, loss or damage of every kind and nature, if
      and to the extent that Sublandlord waives or releases such claims against
      Master Landlord under the Master Lease. Subtenant agrees to obtain, for
      the benefit of Master Landlord and Sublandlord, such waivers of
      subrogation rights from its insurer as are required of Sublandlord under
      the Master Lease.

              


      

      


      
        	
                 
      

              	
                7.3

              	
                Subtenant
      agrees to protect, defend, indemnify and hold Sublandlord harmless from
      all losses, damages, liabilities and expenses which Sublandlord may incur,
      or for which Sublandlord may be liable to Master Landlord, arising from
      the acts or omissions of Subtenant, or any events occurring in or about
      the Premises during the Term, which are the subject matter of any
      indemnity or hold harmless of Sublandlord to Master Landlord under the
      Master Lease; provided, that Sublandlord gives prompt notice of any claim
      asserted formally or informally by the Master Landlord for such indemnity
      or hold harmless and affords Subtenant complete control over the
      negotiation and/or compromise of the obligation; provided, further that
      Subtenant shall have no obligation under this Section 7.3 for any
      obligations of Sublandlord to Master Landlord arising out of or related to
      Sublandlord's own acts or omissions or arising out of agreements between
      Master Landlord and Sublandlord other than the Master Lease itself.
      Subtenant's obligations to protect, defend, indemnify and hold harmless
      Sublandlord under this Section 7.3 are in no way conditioned upon either
      (a) Subtenant's acts or omissions being a cause of any underlying claim,
      demand, action, loss or damage, or (b) Sublandlord being free of
      negligence or wrongful conduct in connection therewith; provided, however,
      that Subtenant shall not be required to indemnify or hold Sublandlord
      harmless for any indemnity or hold harmless to the extent it is caused by
      Sublandlord's negligence or willful misconduct
..

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                8.

              	
                ASSIGNMENT
      OR SUBLETTING

              


      

      


      
        	
                 
      

              	
                8.1

              	
                Except
      with the prior written consent of Master Landlord and Sublandlord,
      Subtenant shall not (a) assign, convey or mortgage this Sublease or any
      interest under it; (b) allow any transfer thereof or any lien upon
      Subtenant's interest by operation of law; (c) further sublet the Premises
      or any part thereof or (d) permit the occupancy of the Premises or any
      part thereof by anyone other than Subtenant. Sublandlord may withhold
      consent to an assignment or a further sublease of all or any part of the
      Premises in Sublandlord's sole discretion. If Sublandlord consents to any
      assignment of this Sublease or further subletting of the Premises,
      Sublandlord shall use reasonable efforts to obtain the consent of Master
      Landlord. All costs of obtaining Master Landlord's consent to any
      assignment or sublease shall be borne by Subtenant, including but not
      limited to Sublandlord's reasonable attorneys fees, and Master Landlord's
      fees charged to Sublandlord.

              


      

      


      
        	
                 
      

              	
                8.2

              	
                No
      permitted assignment shall be effective and no permitted sublease shall
      commence unless and until any default by Subtenant hereunder has been
      cured. No permitted assignment or subletting shall relieve Subtenant from
      Subtenant's obligations and agreements under this Sublease and Subtenant
      shall continue to be liable as a principal and not as a guarantor or
      surety, to the same extent as though no assignment or subletting had been
      made.

              


      

      


      
        	
                9.

              	
                ALTERATIONS

              


      

      


      
        	
                 
      

              	
                9.1

              	
                Subtenant
      shall not make any alterations in or additions to the Premises (
      "Alterations") if to do so would constitute a default under the Master
      Lease (without regard to any requirement of notice or cure period) . If
      Subtenant's proposed Alterations would not constitute a default under the
      Master Lease, Sublandlord's consent thereto shall nonetheless be required,
      but this Sublease shall be deemed approval of all Alterations contemplated
      for the initial build out of the Premises prior to the Commencement Date.
      Sublandlord's consent to such Alterations shall be within Sublandlord's
      sole discretion. If Alterations by Subtenant are permitted or consented
      to, Subtenant shall comply with all of the covenants of Sublandlord
      contained in the Master Lease pertaining to the performance of such
      Alterations. In addition, Subtenant shall indemnify, defend and hold
      harmless Sublandlord against liability, loss, cost, damage, liens and
      expense imposed on Sublandlord arising out of the performance of
      Alterations by Subtenant.

              


      

      


      
        	
                 
      

              	
                9.2

              	
                Any
      permitted Alterations shall be made at Subtenant's sole cost and expense,
      including any cost to comply with applicable laws and regulations and any
      management or supervision fee charged by Master Landlord, and removal at
      the end of the term of this
Sublease.

              


      

      


      
        	
                10.

              	
                CASUALTY
      OR EMINENT DOMAIN

              


      

      


      
        	
                 
      

              	
                10.1

              	
                In
      the event of a fire or other casualty affecting the Building or the
      Premises, or of a taking of all or a part of the Building or the Premises
      under the power of eminent domain, Sublandlord shall be entitled to
      exercise any right it may have to terminate the Master Lease without first
      obtaining the consent or approval of
Subtenant.

              


      

      


      
        	
                 
      

              	
                10.2

              	
                If
      the Master Lease imposes on Sublandlord the obligation to repair or
      restore leasehold improvements or alterations within the Master Premises,
      Subtenant
      shall be responsible for repair or restoration of leasehold improvements
      or alterations within the
Premises.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                11.

              	
                SURRENDER

              


      

      


      
        	
              	
                11
      .1

              	
                On
      the Expiration Date, or upon the earlier termination of the Sublease or of
      Subtenant's right to possession of the Premises, Subtenant will at once
      surrender and deliver up the Premises, together with all improvements
      thereon, to Sublandlord in good condition and repair, reasonable wear and
      tear excepted; conditions existing because of Subtenant's failure to
      perform maintenance, repairs or replacements as required of Subtenant
      under this Sublease shall not be deemed "reasonable wear and tear;"
      conditions existing because of Master Landlord's or Sublandord's failure
      to perform maintenance, repairs, or replacements as required under this
      Sublease or the Master Lease shall not be the responsibility of Subtenant
      under this Section 11.1. Said improvements shall include all plumbing,
      lighting, electrical, heating, cooling and ventilating fixtures and
      equipment, but Subtenant shall not be responsible for the condition of
      such improvements upon termination except to the extent Subtenant is
      responsible for maintenance in the Master Lease. Subtenant shall surrender
      to Sublandlord all keys to the Premises and make known to Sublandlord the
      combination of all combination locks which Subtenant is permitted to leave
      on the Premises.

              


      

      


      
        	
                 
      

              	
                11.2

              	
                If
      Subtenant performs any Alterations after the initial build out, Subtenant
      shall be obligated to remove such Alterations arid restore the Premises to
      the condition existing on the Commencement Date (or on such earlier date
      as Subtenant first entered the Premises). All Alterations permitted to
      remain by Sublandlord's written consent at the end of the term in or upon
      the Premises made by Subtenant shall become a pan of and shall remain upon
      the Premises upon such termination without compensation, allowance or
      credit to Subtenant. Said right shall be exercisable by Sublandlord's
      giving written notice thereof to Subtenant not less than twenty (20) days
      prior to such Expiration Date or more than twenty (20) days after any
      earlier termination. Subtenant shall repair any damage occasioned by such
      removal or restoration. If Sublandlord or Master Landlord requires removal
      of any Alteration made by Subtenant, or a portion thereof, and Subtenant
      does not make such removal in accordance with this Section, Sublandlord
      may remove the same (and repair any damage occasioned thereby), and
      dispose thereof, or at its election, warehouse the same. Subtenant shall
      pay the costs of such removal, repair and warehousing on
      demand.

              


      

      


      
        	
                 
      

              	
                11.3

              	
                As
      between Sublandlord and Subtenant, Subtenant shall not be required to
      remove any alterations performed by Sublandlord prior to the Commencement
      Date or to restore the Premises to their condition prior to Sublandlord's
      making of such alterations.

              


      

      


      
        	
              	
                11
      .4

              	
                On
      the Expiration Date, or upon the earlier termination of the Sublease or of
      Subtenant's right to possession of the Premises, Subtenant shall remove
      Subtenant's articles of personal property and fixtures incident to
      Subtenant's business ("Subtenant's Property"); provided, however that
      Subtenant shall repair any injury or damage to the Premises which may
      result from such removal, and shall restore the Premises to the same
      condition as prior to the installation thereof. If Subtenant does not
      remove Subtenant's Property from the Premises on or before the Expiration
      Date or the earlier termination of this Sublease, Sublandlord may, at its
      option, remove the same (and repair any damage occasioned thereby and
      restore the Premises as aforesaid) and dispose thereof or warehouse the
      same, and Subtenant shall pay the cost of such removal, repair,
      restoration or warehousing to Sublandlord on demand, or Sublandlord may
      treat said Subtenant's Property as having been conveyed to Sublandlord
      with this Sublease acting as a bill of sale therefore, without further
      payment or credit by Sublandlord to
Subtenant.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                12.

              	
                HOLDING
      OVER

              


      

      


      
        	
              	
                12.1

              	
                Subtenant
      has no right to occupy the Premises or any portion thereof after the
      Expiration Date or after the termination of this Sublease or of
      Subtenant's right to possession hereunder. In the event Subtenant or any
      party claiming by, through or under Subtenant holds over, Sublandlord may
      exercise any and all remedies available to it at law or in equity to
      recover possession of the Premises, and to recover damages, including
      without limitation, damages payable by Sublandlord to Master Landlord by
      reason of such holdover.

              


      

      


      
        	
              	
                12.2

              	
                Without
      limiting Sublandlord's rights under Section 12 .1, for each and every
      month or partial month that Subtenant or any party claiming by, through or
      under Subtenant remains in occupancy of all or any portion of the Premises
      after the Expiration Date or after the earlier termination of this
      Sublease or of Subtenant's right to possession, Subtenant shall pay, as
      minimum damages and not as a penalty, monthly rental at a rate equal to
      double'the rate of Rent payable by Sublandlord under the terms of the
      Master Lease. The acceptance by Sublandlord of any lesser sum shall be
      construed as payment on account and not in satisfaction of damages for
      such holding over.

              


      

      


      
        	
                13.

              	
                ENCUMBERING
      TITLE

              


      

      


      
        	
              	
                13.1

              	
                Subtenant
      shall not do any act which in any way encumbers the title of Master
      Landlord in and to the Building nor shall the interest or estate of Master
      Landlord or Sublandlord be in any way subject to any claim by way of lien
      or encumbrance, whether by operation of law or by virtue of any express or
      implied contract by Subtenant, or by reason of any other act or omission
      of Subtenant. Any claim to, or lien upon, the Premises or, the Building
      arising from any act or omission of Subtenant shall accrue only against
      the subleasehold estate of Subtenant and shall be subject and subordinate
      to the paramount title and rights of Master Landlord in and to the
      Building and the interest of Sublandlord in the Master Lease
      Premises.

              


      

      


      
        	
              	
                13.2

              	
                Without
      limiting the generality of Section 13.1, Subtenant shall not permit the
      Premises or the Building to become subject to any mechanics', laborers' or
      materialmen's lien on account of labor or material furnished to Subtenant
      or claimed to have been furnished to Subtenant in connection with work of
      any character performed or claimed to have been performed on the Premises
      by, or at the direction or sufferance of, Subtenant
  .

              


      

      


      
        	
                14.

              	
                SUBTENANT'S
      DEFAULT

              


      

      


      
        	
                 
      

              	
                14.1

              	
                Any
      one or more of following events shall be considered a "Default" by
      Subtenant, as such term is used in this
  Sublease:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                Subtenant
      shall be adjudged an involuntary bankrupt, or a decree or order approving,
      as properly filed, a petition or answer filed against Subtenant asking
      reorganization of Subtenant under the Federal bankruptcy laws as now or
      hereafter amended, or under the laws of any State;
  or

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (b)

              	
                Subtenant
      shall file, or admit the jurisdiction of the court and the material
      allegations contained in, any petition in bankruptcy, or any petition
      pursuant or purporting to be pursuant to the Federal Bankruptcy laws now
      or hereafter amended, or Subtenant shall institute any proceedings for
      relief of Subtenant under any bankruptcy or insolvency laws or any laws
      relating to the relief of debtors, readjustment of indebtedness,
      re-organization, arrangements, composition or extension;
  or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Subtenant
      shall make any assignment for the benefit of creditors or shall apply for
      or consent to the appointment of a receiver for Subtenant or any of the
      property of Subtenant; or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Subtenant
      shall admit in writing its inability to pay its debts as they become due;
      or

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      Premises are levied on by any revenue officer or similar officer as a
      result of Subtenant's act or omission;
or

              


      

      


      
        	
                 
      

              	
                (f)

              	
                A
      decree or order appointing a receiver of the property of Subtenant shall
      be made; or

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Subtenant
      shall vacate or abandon the Premises during the Term or assign this
      Sublease or further sublet the Premises other than in strict accordance
      with Section 8; or

              


      

      


      
        	
                 
      

              	
                (h)

              	
                Subtenant
      fails to make any payment of Rent required to be made by Subtenant as and
      when the same is due and does not cure the failure within 5 days after
      receiving written notice from Sublandlord;
or

              


      

      


      
        	
                 
      

              	
                 (i)

              	
                Subtenant
      fails to secure insurance or to provide proper evidence of insurance as
      set forth in Section 7 of this Sublease or fails to keep the Premises or
      the Building free of lien claims as set forth in Section 13 of this
      Sublease and either such failure continues for more than three (3)
      business days after written notice thereof to Subtenant;
  or

              


      

      


      
        	
                 
      

              	
                (j)

              	
                Subtenant,
      by its act or omission, causes an event or condition under the Master
      Lease which either is a default thereunder or, subject only to the
      delivery of any required notice or passage of any cure or grace period,
      would constitute a default thereunder and does not cure the condition
      within 5 days after receiving written notice thereof from Sublandlord;
      or

              


      

      


      
        	
                 
      

              	
                (k)

              	
                Subtenant
      fails to fulfill, keep, observe or perform any of the other covenants and
      obligations herein contained to be fulfilled, kept, observed and performed
      by Subtenant and the failure continues for more than 15 business days
      after written notice thereof to
Subtenant.

              


      

      


      
        	
              	
                14.2

              	
                Upon
      the occurrence of any one or more Default(s), Sublandlord may exercise any
      remedy against Subtenant which Master Landlord may exercise for default by
      Sublandlord under the Master Lease. Without limiting the generality of the
      foregoing, Sublandlord may exercise the damage remedies available under
      statute which provides that a lessor may continue a lease in effect and
      recover damages as they become due.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                15.

              	
                PROVISIONS
      REGARDING MASTER LEASE

              


      

      


      
        	
                 
      

              	
                15.1

              	
                This
      Sublease and all rights of the parties hereunder, are subject and
      subordinate to all of the terms, covenants and conditions of the Master
      Lease. Each party agrees that it will not, by its act or omission to act,
      cause a default under the Master Lease. In furtherance of the foregoing,
      the parties hereby acknowledge, each to the other, that it is not
      practical in this Sublease to enumerate all of the rights and obligations
      of the various parties under the Master Lease and specifically to allocate
      those rights and obligations in this Sublease . Accordingly, in order to
      afford to Subtenant the benefits of this Sublease and of those provisions
      of the Master Lease which by their nature are intended to benefit the
      party in possession of the Premises, and in order to protect Sublandlord
      against a Default by Subtenant which might cause a default by Sublandlord
      under the Master Lease, Sublandlord and Subtenant covenant and agree as
      set forth in Sections 15 .2 through 15.9
below.

              


      

      


      
        	
              	
                15.2

              	
                Sublandlord
      shall pay, as and when due, all Master Lease Rent, and Sublandlord shall
      defend, indemnify, and hold harmless Subtenant from and against any
      failure of Sublandlord to pay Master Lease Rent, provided that Sublandlord
      shall have no obligation to defend, indemnify, or hold harmless Subtenant
      to the extent any such failure to pay Master Lease Rent is due to
      Subtenant's failure to make timely payment of Rent under this
      Sublease.

              


      

      


      
        	
              	
                15.3

              	
                Except
      as otherwise expressly provided in this Sublease, Sublandlord shall
      perform its covenants and obligations under the Master Lease which do not
      require for their performance possession of the Premises and which are not
      otherwise to be performed hereunder by Subtenant on behalf of Sublandlord,
      and Sublandlord shall defend, indemnify, and hold harmless Subtenant from
      and against any failure of Sublandlord to perform such covenants and
      obligations. For example, Sublandlord shall perform its covenants and
      obligations as tenant under the Master Lease which pertain to the
      remainder of the Master Premises.

              


      

      


      
        	
              	
                15.4

              	
                Except
      as otherwise expressly provided in this Sublease, Subtenant shall perform
      all affirmative covenants and shall refrain from performing any act which
      is prohibited - by the negative covenants of the Master Lease, where the
      obligation to perform or refrain from performing is by its nature imposed
      upon the party in possession of the Premises. If practicable, Subtenant
      shall perform affirmative covenants which are also covenants of
      Sublandlord under the Master Lease at least five (5) days prior to the
      date when Sublandlord's performance is required under the Master Lease.
      Sublandlord shall have the right to enter the Premises to cure any Default
      by Subtenant for its failure to act in accordance with this
      Section.

              


      

      


      
        	
              	
                15.5

              	
                Except
      as otherwise expressly provided in this Sublease, Sublandlord shall not
      agree to an amendment to the Master Lease which materially adversely
      effects Subtenant's occupancy or use of the Premises, unless Sublandlord
      shall first obtain Subtenant's prior written approval to such amendment.
      However, it is expressly agreed that: (a) the foregoing shall not prevent
      Sublandlord from entering into any agreement or amendment with Master
      Landlord which terminates the Master Lease with respect to the Premises in
      lieu of Master Landlord granting its consent to this Sublease; (b) if
      without the fault of Sublandlord the Master Lease should terminate prior
      to the Expiration Date, Sublandlord shall have no liability to Subtenant
      arising out of such termination; and (c) to the extent the Master Lease
      grants Sublandlord any discretionary right to terminate the Master Lease,
      whether due to casualty, condemnation, or otherwise, Sublandlord shall be
      entitled to exercise or not exercise such right in its sole and absolute
      discretion. Subject to the limitations expressed above or elsewhere in
      this Sublease, so long as Subtenant is not in Default, Subtenant's quiet
      and peaceable enjoyment of the Premises shall not be disturbed or
      interfered with by Sublandlord, or by any person claiming by, through, or
      under Sublandlord.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
              	
                15.6

              	
                Sublandlord
      grants to Subtenant the right, so long as Subtenant is not in Default, to
      receive all of the services and benefits with respect to the Premises
      which are to be provided by Master Landlord under the Master Lease.
      Sublandlord shall have no duty to perform any obligations of Master
      Landlord which are, by their nature, the obligation of an owner or manager
      of real property. By way of illustration and not limitation, Sublandlord
      shall not be required to provide any services (including janitorial,
      utilities, HVAC service, security, or use of common areas or parking
      facilities) or to perform any maintenance or repairs which Master Landlord
      is or may be required to provide or perform under the Master Lease.
      Sublandlord shall have no responsibility for or be liable to Subtenant for
      any default, failure or delay on the part of Master Landlord in the
      performance or observance by Master Landlord of any of its obligations
      under the Master Lease, but any such default by Master Landlord shall
      suspend Subtenant's obligations to pay Rent hereunder, and Subtenant shall
      have the option to terminate this Sublease at any time during the
      continuance of such default, failure, or delay. Subtenant hereby expressly
      waives the provisions of any statute, ordinance or judicial decision, now
      or hereafter in effect, which would give Subtenant the right to make
      repairs at the expense of Sublandlord, or to claim any actual or
      constructive eviction by virtue of any interruption in access, services or
      utilities to, or any failure to make repairs in or to, the Premises or the
      Building. Notwithstanding the foregoing, the parties do contemplate that
      Master Landlord will, in fact, perform its obligations under the Master
      Lease and in the event of any default or failure of such performance by
      Master Landlord, Sublandlord agrees that it will, upon notice from
      Subtenant, make demand upon Master Landlord to perform its obligations
      under the Master Lease and, provided that Subtenant specifically agrees to
      pay all costs and expenses of Sublandlord (including without limitation
      reasonable attorneys' fees) and provides Sublandlord with security
      reasonably satisfactory to Sublandlord to pay such costs and expenses,
      Sublandlord will take appropriate legal action to enforce the Master
      Lease.

              


      

      


      
        	
              	
                15.7

              	
                Any
      non-liability, release, indemnity or hold harmless provision in the Master
      Lease for the benefit of Master Landlord shall be deemed to apply under
      this Sublease and insure to the benefit of both Sublandlord and Master
      Landlord.

              


      

      


      
        	
                 
      

              	
                15.8

              	
                If
      Subtenant desires to take any action which requires the consent of Master
      Landlord under the terms of the Master Lease, then, notwithstanding
      anything to the contrary herein: (a) Sublandlord, independently, shall
      have the same rights of approval or disapproval as Master Landlord has
      under the Master Lease; (b) Subtenant shall not take any such action until
      it obtains the consent of both Sublandlord and Master Landlord; and (c)
      Subtenant shall request that Sublandlord obtain Master Landlord's consent
      on Subtenant's behalf and Sublandlord shall use commercially reasonable
      efforts to obtain such consent. Subtenant shall pay all costs reasonably
      incurred by Sublandlord (including without limitation reasonable
      attorneys' fees) in seeking or procuring Master Landlord's consent. Any
      approval or consent required of Sublandlord conclusively shall be deemed
      reasonably withheld if approval or consent also is required of the Master
      Landlord, and Master Landlord fails to give Master Landlord's approval or
      consent.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                15.9

              	
                The
      following sections of the Master Lease shall be excluded from this
      Sublease:

              


      

      


      
        	
                Paragraph
      1

              	 
      	
                Term

              
	
                Paragraph
      2

              	 
      	
                Rent

              
	
                Paragraph
      3(a)

              	 
      	
                Tenant’s
      Share

              
	
                Paragraph
      6

              	 
      	
                Assignment
      and Sublease

              
	
                Paragraph
      9

              	 
      	
                Holding
      Over

              
	
                Paragraph
      14

              	 
      	
                Listed
      Addresses

              
	
                Paragraph
      17

              	 
      	
                Brokers

              
	
                Paragraph
      21

              	 
      	
                Parking

              
	
                Paragraph
      23

              	 
      	
                Right
      to Terminate

              
	
                Paragraph
      24

              	 
      	
                Tenant
      Improvement Allowance

              
	
                Paragraph
      25

              	 
      	
                Right
      of First Offer

              
	
                Paragraph
      26

              	 
      	
                Telecommunications
      Equipment

              
	
                Paragraph
      27

              	 
      	
                Exclusivity

              
	
                Paragraph
      28

              	 
      	
                Nondisturbance
      and Recognition

              
	
                Paragraph
      29

              	 
      	
                Contingent
      Extension Option

              
	
                Exhibit
      D

              	 
      	
                Crown
      Signage Location

              


      

      


      All other
terms and conditions of the Master Lease shall be incorporated into this
Sublease by this reference as if the word "Landlord" were substituted with the
word "Sublandlord" and the word "Tenant" were substituted with the word
"Subtenant” unless otherwise indicated in this Sublease. In the event of any
conflict between the Master Lease and this Sublease, this Sublease shall
prevail.

      


      
        	
                16.

              	
                MASTER
      LANDLORD'S CONSENT

              


      

      


      
        	
              	
                16 .1

              	
                This
      Sublease and the obligations of the parties hereunder are expressly
      conditioned upon Sublandlord's obtaining prior written consent hereto by
      Master Landlord. Subtenant shall promptly deliver to Sublandlord any
      information reasonably requested by Master Landlord (in connection with
      Master Landlord's approval of this Sublease) with respect to the nature
      and operation of Subtenant's business and/or the financial condition of
      Subtenant .

              


      

      


      
        	
              	
                16.2

              	
                Sublandlord
      and Subtenant hereby agree, for the benefit of Master Landlord, that this
      Sublease and Master Landlord's consent hereto shall not (a) create privity
      of contract between Master Landlord and Subtenant; (b) be deemed to have
      amended the Master Lease in any regard (unless Master Landlord shall have
      expressly agreed writing to such amendment); or (c) be construed as a
      waiver of Master Landlord' s right to consent to any assignment of the
      Master Lease by Sublandlord or any further subletting of the Master
      Premises, or as a waiver of Master Landlord's right to consent to any
      assignment by Subtenant of this Sublease or any sub-subletting of the
      Premises or any part thereof. Master Landlord's consent shall, however, be
      deemed to evidence Master Landlord's agreement that Subtenant shall be
      entitled to waiver of claims and of the right of subrogation for damage to
      Master Landlord' s property if and to the extent that the Master Lease
      provides such waivers for the benefit of
  Sublandlord.

              


      

      


      
        	
              	
                16.3

              	
                If
      Master Landlord fails to consent to this Sublease within forty-five (45)
      days after the Execution Date, either party shall have the right to
      terminate this Sublease by giving written notice thereof to the other at
      any time thereafter, but before, Master Landlord grants such consent
      .

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                17.

              	
                NOTICES

              


      

      


      
        	
              	
                17.1

              	
                All
      notices which may or are required to be given by either party to the other
      shall be in writing and shall be deemed given when received or refused if
      personally delivered, or if sent by United States registered or certified
      mail, postage prepaid, return receipt requested, or if sent by a
      nationally recognized overnight commercial courier service providing
      receipted delivery, in any such case (a) if to Subtenant, addressed to
      Subtenant at the address specified in the Basic Sublease Provisions or at
      such other place as Subtenant may from time to time designate by notice in
      writing to Sublandlord (provided, however, if Subtenant has abandoned the
      Premises, any such notice may be properly sent to Subtenant's agent for
      service of process), or (b) if for Sublandlord, addressed to Sublandlord
      at the address specified in the Basic Sublease Provisions or at such other
      place as Sublandlord may from time to time designate by notice in waiting
      to Subtenant. Each party agrees promptly to deliver a copy of any notice,
      demand, request, consent or approval received from Master
      Landlord.

              


      

      


      
        	
                 
      

              	
                17.2

              	
                Any
      notice delivered by Sublandlord in connection with, or as a precondition
      to, a Default by Subtenant shall be in lieu of and not in addition to any
      notice to pay rent or notice to perform covenant required under
      law.

              


      

      


      
        	
                18.

              	
                MISCELLANEOUS

              


      

      


      
        	
              	
                18.1

              	
                Sublandlord,
      as the tenant under the Master Lease identified in Section 1.5 above,
      represents and warrants to Subtenant that: (a) Exhibit B to this Sublease
      is a full and complete copy of the Master Lease; (b) the Master Lease, as
      of the Execution: Date, is in full force and effect and constitutes the
      entire agreement of Master Landlord and Sublandlord relating to the lease
      of the Premises, and (c) to the current actual knowledge of Sublandlord
      (without duty of inquiry), there exists no event of default under the
      Master Lease and there exists no event which would constitute an event of
      default under the Master Lease but for the giving of any required notice
      and passage of any applicable grace or cure period; (d) the person or
      persons executing this Sublease for Sublandlord are fully authorized to so
      act and no other action is required to bind Sublandlord to this Sublease;
      and (e) Sublandlord has the right and power to execute and deliver this
      Sublease and to perform its obligations hereunder, subject only to Master
      Landlord's consent.

              


      

      


      
        	
              	
                18.2

              	
                Subtenant
      represents and warrants to Sublandlord that: (a) Subtenant is familiar
      with the provisions of the Master Lease insofar as they pertain to the
      Premises and Subtenant's use and occupation thereof under this Sublease;
      (b) Subtenant has the right and power to execute and deliver this Sublease
      and to perform its obligations hereunder; (c) the person or persons
      executing this Sublease for Subtenant are fully authorized to so act and
      no other action is required to bind Subtenant to this Sublease; and (d)
      Subtenant is duly organized and in good standing in its state of formation
      and is authorized to conduct business in the state where the Premises are
      located.

              


      

      


      
        	
              	
                18.3

              	
                On
      the Execution Date, Subtenant shell deposit with Sublandlord the Security
      Deposit in the amount specified in the Basic Sublease Provisions Section
      1.14, as security for the full and faithful performance of every provision
      of this Sublease to be performed by Subtenant. If Subtenant Defaults with
      respect to any provision of this Sublease, Including but not limited to
      the provisions relating to the payment of Rent, Sublandlord may use, apply
      or retain all or any part of the Security Deposit for the payment of any
      Rent or any other amount which Sublandlord may spend or become obligated
      to spend by reason of Subtenant's Default, to repair damages to any part
      of the Premises or the Building, to clean the Premises or to compensate
      Sublandlord for any other loss or damage which Sublandlord may suffer by
      reason of Subtenant's Default. Sublandlord shall not be required to keep
      the Security Deposit separate from its general funds, and Subtenant shall
      not be entitled to interest on the Security Deposit. If Subtenant shall
      fully and faithfully perform every provision of this Sublease to be
      performed by it, the Security Deposit or any balance thereof shall be
      returned to Subtenant within three weeks of the Expiration Date or such
      earlier termination of this
Sublease.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
              	
                18.4

              	
                Subtenant
      agrees to comply with all rules and regulations that Master Landlord has
      made or may hereafter from time to time make for the Building. Sublandlord
      shall not be liable in any way for damage caused by the non-observance by
      any of the other tenants of such similar covenants in their leases or of
      such rules and regulations.

              


      

      


      
        	
              	
                18.5

              	
                Each
      party warrants to the other that it has had no dealings with any broker or
      agent in connection with this Sublease, except that Brokers specified in
      the Basic Sublease Provisions . Each party covenants to protect, defend,
      indemnify and hold harmless the other party from and against any and all
      costs (including reasonable attorneys' fees), expense or liability for any
      compensation, commission and charges claimed by any broker or other agent,
      other than the Brokers, with respect to this Sublease or the negotiation
      thereof on behalf of such party.

              


      

      


      
        	
              	
                18 .6

              	
                Sublandlord
      shall not have any liability to Subtenant for damages arising out of any
      failure of Sublandlord to perform any of the terms, covenants and
      conditions of this Sublease, if Sublandlord's failure to timely perform
      same is due to any strike, lockout, labor trouble (whether legal or
      illegal), civil disorder, failure of power, restrictive governmental laws
      and regulations, riots, insurrections, war, shortages accidents,
      casualties, acts of God, acts caused directly by Subtenant or Subtenant's
      agents, employees and invitees or any other cause beyond that reasonable
      control of Sublandlord ; provided, however, that Subtenant shall have the
      right to demand an equitable adjustment to Rent obligations in the event
      of such failures, and shall have the right to terminate this Sublease if
      such failures materially adversely affect Subtenant's occupancy or use of
      the Premises.

              


      

      


      
        	
              	
                18.7

              	
                On
      the Commencement Date, Subtenant shall reimburse Sublandlord for any fees
      or consideration which Sublandlord is required to pay to Master Landlord
      under the Master Lease on account of its consideration of Sublandlord's
      request to enter into this
Sublease.

              


      

      


      
        	
                 
      

              	
                18.8

              	
                Sublandlord
      agrees to provide Subtenant an improvement allowance for construction of
      those items described more fully on Exhibit C attached hereto and
      incorporated herein by this reference (the "Subtenant Improvements"). The
      total improvement allowance amount ("Subtenant Improvement Allowance")
      shall not exceed One Hundred Seventy-Five Thousand and Three Hundred
      Fifty-Nine dollars ($175,359.00). Subtenant Improvement Allowance may be
      used for the construction of the Premises and may be used for design,
      engineering, permits, construction and furniture. All existing premises
      improvements existing as of the date of mutual execution of this sublease
      will be considered a part of the base building and shall not be part of
      the Subtenant Improvement Allowance. Subtenant will have the right to
      review all itemized construction costs and Sublandlord shall competitively
      bid to general contractors and subcontractors the initial Subtenant
      Improvements. Where the construction work for Subtenant Improvements
      exceeds the Tenant Improvement Allowance, the Subtenant shall deliver to
      Sublandlord prior to commencement of any such work the balance of the cost
      of the Subtenant Improvement work above the Tenant Improvement Allowance.
      Sublandlord shall be under no obligation to deliver any unapplied
      Subtenant Improvement Allowance funds to Subtenant. The Subtenant
      Improvement Allowance shall be applied, if at all, prior to the
      Commencement Date of this Sublease. Sublandlord shall provide all plans
      and specifications for construction of the Subtenant Improvements, which
      plans and specifications costs shall be paid from Tenant Improvement
      Allowance.

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                18.9

              	
                Sublandlord
      shall use commercially reasonable efforts to enforce the terms of the
      Master Lease and require the Master Landlord to provide building security,
      including from time to time the following: (i) Security guards on site
      Monday-Friday from 6:00 AM to 6:00 PM; (ii) Building security access to
      all building entrances; and (iii) cameras located throughout the building
      to monitor security and safety.

              


      

      


      
        	
              	
                18.10

              	
                Sublandlord
      shall use commercially reasonable efforts to enforce the terms of the
      Master Lease and require the Master Landlord to provide Subtenant with
      Subtenant's pro rata share of parking totaling approximately 6.22 parking
      spaces per 1,000 square feet.

              


      

      


      
        	
              	
                18.11

              	
                This
      Sublease is conditional upon the execution of the Guaranty of Sub-Sublease
      in the form attached hereto as Exhibit D and incorporated herein by this
      reference.

              


      

      


      


      


      IN WITNESS WHEREOF, Sublandlord and
Subtenant have executed this Sublease on the dates set forth below, intending to
be bound hereby.

      


      


      
        	
                SUBLANDLORD:

              	 
      	
                SUBTENANT:

              
	
                Cadence
      Design Systems, Inc.,

              	 
      	
                SecureAlert,
      Inc.,

              
	
                a
      Delaware corporation

              	 
      	
                a
      Utah corporation

              
	 
      	 
      	 
      
	
                By:______________________

              	 
      	
                By:___________________________

              
	
                Name:___________________

              	 
      	
                Name:_________________________

              
	
                Its:______________________

              	 
      	
                Its:___________________________

              
	 
      	 
      	
                [must
      be CEO, chairman of the board, president or vice
  president]

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                By:______________________________

              
	 
      	 
      	
                Name:___________________________

              
	 
      	 
      	
                Its:______________________________

              
	 
      	 
      	
                [must
      be CFO, secretary, vice-secretary, treasurer or
      vice-treasurer]

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                Date:_____________________________

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      EXHIBIT
B

      


      MASTER
LEASE

      


      


      


      [***ATTACH
MASTER LEASE HERE***]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
B

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      EXHIBIT
C

      


      PARAGON
BUILDERS INC

      1010
East 12300 South

      Draper,
Utah 84020

      (801)
572-7893

      


      
        	
                DIVTCION 16000 – ELECTRICAL

              	 	 	 	 	$	25,425.00	 
	
                ELECTRICAL
      & FIRE ALARM

              	 	$	25,425.00	 	 	 	 	 
	
                DIVISION 17000 - MISC 

              	 	 	 	 	 	$	12,826.00	 
	
                BUILDING
      PERMIT

              	 	$	2,900.00	 	 	 	 	 
	
                ARCHITECT/ENGINEER
      ALLOWANCC

              	 	$	9,926.00	 	 	 	 	 
	 
      	 	 	 	 	 	 	 	 
	
                PROFIT
      AND OVERHEAD

              	 	 	 	 	 	$	13.842.00	 
	 
      	 	 	 	 	 	 	 	 
	
                TOTAL
      ESTIMATE

              	 	 	 	 	 	$	175,359.00	 


      

      


      


      CLARIFICATION:

      1. FULL
GLASS AT CONFERENCE ROOM IS INCLUDED

      2.
SIDELIGHTS AT DOORS AS SHOWN IS INCLUDED

      3. PHONE,
DATA WIRING, & EQUIPMENT NOT INCLUDED

      4. NO
WALL COVERING INCLUDED

      5.
LOCXSETS ARE INCLUDED ON ALL DOORS (ELECTRIC LOCKS WHERE CONTROLLED BY CARD
READER)

      6.
EXISTING CARPET TO
REMAIN (CARPET REMOVED FOR VCT TO BE SAVED)

      7. WOOD
BASE IS INCLUDED IN RECEPTION & CONFERENCE ROOM

      8. ACTUAL
COST OF ALLOWANCES LISTED MAY VARY

      9. HVAC
PRICE DOES NOT INCLUDE ANY NEW VAV BOXES OR
CONTROLS

      
        10. HVAC
PRICE INCLUDES DUCTWORK WITH MOTORIZED DAMPER & THERMOSTAT OFF
OF BUILDINGS HIGH PRESSURE TRUNK LINE (TO COOL IT
ROOM)

      

      


      EXCLUSIONS:

      1.
BUILDERS RISK INSURANCE

      2.
SECURITY

      3. NEW
GRID & ACOUSTICAL TILE

      4. IMPACT
FEE S

      5.
HAZAROWS MATERIAL ABATEMENT & ASBESTOS SURVEY

      6. FIRE
LITE GLASS

      


      
        NOTE: THE
PRICES LISTED IN THIS ESTIMATE MAY VARY AFTER REVIEW OF FINAL CONSTRUCTION
DOCUMENTS

      

      


      


      RESPECTFULLY
SUBMITTED

      MATT
RINDLISBACHER

      PROJECT
MANAGER

      


      


      


      


      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
D

      


      GUARANTY
OF SUB-SUBLEASE

      


      This
Guaranty of Sub-sublease ( "Guaranty") is made by RemoteMDx, Inc, as
guarantor

      (“Guarantor"),
in favor of Cadence Design Systems, Inc., a Delaware corporation ("Cadence"), as
acondition precedent
and inducement to Cadence to enter into that certain
Sub-sublease

      (“Sublease"),
between Cadence, as "Sublandlord" and SecureAlert, Inc., a Utah corporation,
as

      "Subtenant"
(“Subtenant").

      


      NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, and intending to be legally bound, Guarantor hereby
agrees to guarantee and become surety for the obligations of Subtenant under the
Sublease and covenants and agrees as follows:

      


      
        
          	
                	
                  1.

                	
                  Guarantor
      irrevocably, unconditionally and absolutely becomes surety for
      and guarantees
      to Sublandlord, and its successors and assigns, the due, punctual and
      complete payment and performance by Subtenant, of all of the obligations,
      undertakings, covenants and agreements of Subtenant under the Sublease and
      under any modification, amendment, variation or termination of the
      Sublease.

                


        

      

      


      
        	
              	
                2.

              	
                Guarantor
      represents and warrants to Sublandlord, and its successors and assigns,
      that:

              


      

      


      
        	
              	
                (a)
      

              	
                Guarantor
      holds an ownership interest in
Subtenant.

              


      

      


      
        	
              	
                (b)

              	
                This
      Guaranty has been duly and validly executed and delivered by Guarantor and
      constitutes the legal, valid and binding agreement of Guarantor,
      enforceable against Guarantor in accordance with its
  terms.

              


      

      


      
        	
              	
                (c)

              	
                The
      compliance by Guarantor with all the provisions hereof will not conflict
      with or result in a breach of any of the terms or provisions of, or
      constitute a default under, any indenture, mortgage, deed of trust, loan
      agreement or other agreement, understanding or instrument to which
      Guarantor is a party or by which Guarantor is bound or to which any of the
      property or assets of Guarantor is subject, nor will such action result in
      any violation of the provisions of any order of any court or governmental
      agency or body having jurisdiction over Guarantor or any of Guarantor's
      properties; and no consent, approval, authorization, order, registration
      or qualification of or with any such court or governmental agency or body
      is required for the performance by Guarantor of Guarantor's obligations
      under this Guaranty.

              


      

      


      
        	
              	
                3.

              	
                Guarantor
      waives to the fullest extent permitted by law: (a) any defense based upon
      any (i) legal disability or lack of authority of Subtenant, (ii) legal or
      equitable discharge or limitation of the liability of Subtenant, whether
      consensual or arising by operation of law, (iii) bankruptcy, insolvency,
      reorganization or other similar proceeding affecting Guarantor or
      Subtenant, or (iv) invalidity, irregularity or unenforceability of any or
      all of the provisions of this Guaranty or the Sublease; (b) presentments,
      demands for performance, notices of nonperformance, protests, notices of
      protests, notices of dishonor, rights of subrogation and waives all
      notices of the existence, creation, or incurring of new or additional
      obligations; (c) notice of acceptance of this Guaranty; (d) any statute of
      limitation affecting Guarantor's obligations under this Guaranty, (e)
      other defenses available to a guarantor under applicable law; or (f) any
      requirement of diligence on the party of Sublandlord or any right
      Guarantor may have to require Sublandlord to proceed first against
      Subtenant.

              


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                4.

              	
                Guarantor
      hereby waives all rights of subrogation and all defenses which Guarantor
      may have by reason of Sublandlord's election of any remedy against
      Guarantor and/or Subtenant.

              


      

      


      
        	
              	
                5.

              	
                The
      liability of Guarantor shall be unaffected by any of the following,
      whether made with or without notice to
  Guarantor:

              


      

      


      
        	
              	
                (a)

              	
                any
      modification, amendment, termination or variation in or addition to the
      Sublease;

              


      

      


      
        	
              	
                (b)

              	
                any
      extensions of time for performance or any waiver of performance or any
      delay of Sublandlord in enforcing any right, remedy, power or privilege
      which Sublandlord may have against Subtenant or any other
      person;

              


      

      


      
        	
              	
                (c)

              	
                the
      release of Subtenant or any other party, in whole or in part, from
      performance or observance of any of the agreements, covenants, terms or
      conditions contained in the sublease or any other agreement or
      instrument;

              


      

      


      
        	
              	
                (d)

              	
                any
      other guaranty now or hereafter executed by Guarantor or anyone else in
      connection with the transactions contemplated by the Sublease or any
      modification, amendment or termination (including the reSublease of any
      other guarantor) of same;

              


      

      


      
        	
              	
                (e)

              	
                any
      rights, powers or privileges Sublandlord may now or hereafter have against
      any person or entity;

              


      

      


      
        	
              	
                (f)

              	
                the
      absence of any action on the pan of Sublandlord to obtain payment from
      Sublandlord of any amounts due under the
  Sublease;

              


      

      


      
        	
              	
                (g)

              	
                any
      event of bankruptcy, insolvency, reorganization or similar proceedings
      affecting Subtenant or the dissolution or liquidation of Subtenant;
      or

              


      

      


      
        	
              	
                (h)

              	
                the
      sale, assignment, transfer or other disposition of all or a portion of
      Guarantor's interest in Subtenant.

              


      

      


      
        	
              	
                6.

              	
                Guarantor
      authorizes without notice or demand and without affecting liability
      hereunder (i) the taking and holding of security for payment, and the
      exchange, enforcement, 'waiver, or release of any such security for the
      obligations of Subtenant, and, (ii) the application of such security and
      the order and manner of sale thereof. Guarantor waives any defense arising
      by means of any election by Sublandlord is given to proceed against any
      security held from Subtenant.

              


      

      


      
        	
              	
                7.

              	
                This
      Guaranty is an instrument of suretyship and not merely a guaranty, and the
      liability of Guarantor hereunder shall be primary and direct; and
      Guarantor agrees that Sublandlord shall have the right to require the
      performance by Guarantor of each and every one of its obligations
      hereunder, and to sue for damages and other relief at law and in equity
      (including specific performance) for breach of any such obligations
      without first seeking or taking any action against Subtenant, and that the
      institution of any such suit or proceeding shall not be deemed to be
      taking part in the control of Subtenant's business by Sublandlord or
      subject Sublandlord to liability to Guarantor, its successors or assigns
      hereunder or to any other person or entity for any of Sublandlord's
      obligations.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                8.

              	
                Guarantor's
      obligations are independent of Subtenant's obligations. A separate action
      may be brought against Guarantor whether the action is brought or
      prosecuted against any other guarantor or against Subtenant, or at all, or
      whether any other guarantor or Subtenant are joined in the
      action.

              


      

      


      
        	
              	
                9.

              	
                If
      Subtenant defaults under the Sublease, Sublandlord shall have the right to
      proceed immediately against Guarantor, other guarantors, or Subtenant, or
      any of them, and Sublandlord shall have the right to enforce against
      Guarantor, other guarantors, or Subtenant, or any of them, any rights that
      it has under the Sublease, under other guaranties, or pursuant to
      applicable laws. If the Sublease terminates and Sublandlord has any rights
      it can enforce against Subtenant after termination, Sublandlord shall have
      the right to enforce those rights against Guarantor without giving
      previous notice to Subtenant or Guarantor, and without making any demand
      on either of them. References herein to other guarantors shall include any
      person liable for the performance of Subtenant's obligations under the
      Sublease, whether as a principal obligor or a
  surety.

              


      

      


      
        	
              	
                10.

              	
                No
      delay on the part of Sublandlord in exercising any rights hereunder or
      failure to exercise the same shall operate as a waiver of such rights; no
      notice to or demand on Guarantors shall be deemed to be a waiver of the
      obligations of Guarantors or of the rights of Sublandlord to take further
      action without notice or demand as provided
  herein.

              


      

      


      
        	
              	
                11.

              	
                This
      Guaranty is a continuous and continuing guaranty and shall be construed
      and enforced in accordance with the laws of the State in which the
      property is located. In the event of any action to enforce the terms or
      provisions of this Guaranty, Guarantor hereby consents to the
      same.

              


      

      


      
        	
              	
                12.

              	
                Any
      provisions hereof which may prove invalid under any law shall be
      unenforceable only to the extent of such invalidity and not affect the
      validity of any other provisions hereof, all of which provisions shall be
      liberally construed in favor of
Sublandlord.

              


      

      


      
        	
              	
                13.

              	
                Guarantor
      has reviewed the terms and conditions of the Sublease and has considered
      and understands all of the respective obligations, undertakings, covenants
      and agreements of Subtenant
thereunder.

              


      

      


      
        	
              	
                14.

              	
                No
      modification, waiver, amendment, discharge or change in this Guaranty
      shall be valid unless in writing and approved by
    Sublandlord.

              


      

      


      
        	
              	
                15.

              	
                Nothing
      herein shall be deemed a waiver by the Guarantor of any right it may have
      to subrogation or contribution against third
  parties.

              


      

      


      
        	
              	
                16.

              	
                This
      Guaranty shall inure to the benefit of Sublandlord, its successors and
      assigns exclusively and shall not inure to the benefit of, or be
      enforceable by, any other third party, except that in the event
      Sublandlord's interest in the Sublease or .the premises demised thereunder
      is assigned from Sublandlord to any other entity, this Guaranty also may
      be assigned and shall remain in full force and effect and shall be
      enforceable in accordance with its terms by such
  assignee.

              


      

      


      
        	
              	
                17.

              	
                Guarantor
      covenants that in the event this Guaranty is placed in the hands of an
      attorney for enforcement, Guarantor will reimburse Sublandlord for all
      reasonable expense incurred directly in the enforcement of the rights of
      Sublandlord hereunder, including reasonable attorneys’ fees and
      expenses.

              


      

      


      
        	
              	
                18.

              	
                In
      the event of any action at law or suit in equity in relation to this
      Guaranty, the losing party, in addition to any other sums which such party
      may be called upon to pay, will pay to the prevailing party all costs and
      expenses of such action or suit, including actual attorneys' fees and
      costs incurred, including, without limitation, expert witness fees,
      photocopying, messenger and postage costs, and such attorneys' fees and
      costs shall be deemed to have accrued on the commencement of such action
      and shall be paid whether or not such action is prosecuted to
      judgment.

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        	 
      	
                GUARANTOR:

              	 
      
	 
      	 
      	 
      
	 
      	
                REMOTEMDX,
      INC.

              	 
      
	 
      	 
      	 
      
	 
      	
                 

              	
                
                  -
      DO NOT EXECUTE –

                

              
	 
      	 
      	 
      
	 
      	
                By:_________________________

              	 
      
	 
      	
                Name:_______________________

              	 
      
	 
      	
                Date:________________________

              	 
      


      

      


      


      


      


      


      


      


      


      


      


      


      


      
        	 
      	
                ACKNOWLEDGMENT

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                State
      of ______________)

              
	 
      	 
      
	 
      	
                County
      of _____________)

              


      

      


      


      On
this____ day of_______ , ________,  before the undersigned duly
commissioned and sworn Notary Public, personally appeared
__________________________________________ _____________________ personally
known to me (or proved to me on satisfactory evidence) to be the person(s) whose
name(s) is/are subscribed to the within instrument, and acknowledged to me that
he/she/they executed same in his/her/their authorized capacity(ies), and that by
his/her/their signatures(s) on the instrument the person(s), or the entity upon
behalf of which the person(s) acted, executed the instrument.

      


      


      WITNESS, my hand and official
seal on the day and year first written above.

      


      


      Signature:__________________________________

       

       

       

       

       

      
        

      

    

     

     

    
      SECOND
AMENDMENT TO SUB-SUBLEASE AGREEMENT

      


      This
second Amendment to Sub-sublease Agreement (this “Second Amendment”), dated
December ___, 2006 (the “Execution Date”), is entered into by and between
CADENCE DESIGN SYSTEMS, INC., a Delaware corporation (“Sublandlord”), and
SECUREALERT, INC., a Utah corporation (“Subtenant”).

      


      RECITALS

      


      
        	
                 
      

              	
                A.

              	
                Sublandlord
      and Subtenant entered into that certain Sub-sublease Agreement (the
      “Sublease”), whereby Sublandlord subleased to Subtenant and Subtenant
      subleased from Sublandlord approximately 7,458 rentable square feet of
      space (the “Premises”) located on the fourth (“4th”)
      floor of the building located at 150 West Civic Center Drive, in the City
      of Sandy, State of Utah.

              


      

      


      
        	
                 
      

              	
                B.

              	
                Pursuant
      to that certain First Amendment to Sub-Sublease Agreement (“First
      Amendment”), Sublandlord and Subtenant amended the Sublease to: (i)
      increase the rentable square footage of the Premises to 11,109 rentable
      square feet; (ii) modify the Base Rent accordingly, and (iii) modify the
      Subtenant’s Share of Pass Through Cost Increases (as defined in the
      Sublease).

              


      

      


      
        	
                 
      

              	
                C.

              	
                By
      this Second Amendment, Sublandlord and Subtenant desire to further modify
      the Sublease (as the same is amended by the First Amendment) to (i)
      increase the rentable square footage of the Premises; (ii) modify the Base
      Rent accordingly; and (iii) modify the Subtenant’s Share of Pass Through
      Cost Increases.

              


      

      


      
        	
                 
      

              	
                D.

              	
                Other
      capitalized terms not defined herein shall have the meanings specified in
      the Sublease.

              


      

      


      AGREEMENT

      


      NOW, THEREFORE, in consideration of the
foregoing, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

      


      
        	
                 
      

              	
                1.

              	
                Effective
      Date.  This Second Amendment shall be effective upon the
      later of (i) December 15, 2006 or (ii) the date of consent by Master
      Landlord (defined in Section 6 below) and Overlandlord (defined in Section
      6 below) following mutual execution by the parties hereto (the “Effective
      Date”).

              


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                2.

              	
                Premises.  As
      of the Effective Date, the rentable square footage of the Premises shall
      be increased by an additional 4,317 retable square feet, to 15,426
      rentable square feet.  Accordingly, in Section 1.1 of the
      Sublease (as amended by the First Amendment), the figure “11,109” shall be
      replaced with the figure “15,426” and Sublease Exhibit A shall
      be substituted with the Plan attached hereto as Exhibit
      A.

              


      

      


      
        	
                 
      

              	
                3.

              	
                Subtenant’s Share of
      Master Premises. As of the Effective Date, in Section 1.11 of the
      Sublease, Subtenant’s Share of Master Premises percentage “25.89%” shall
      be substituted with “35.95%.”

              


      

      


      
        	
                 
      

              	
                4.

              	
                Base
      Rent.

              


      

      


      
        	
                 
      

              	
                (a)

              	
                As
      of the Effective Date, Section 4.2 of the Sublease shall be deleted in its
      entirety and replaced by the
following:

              


      

      


      Subtenant
shall pay to Sublandlord in advance, and without notice, demand, deduction or
offset, the following monthly Base Rent:

      


      Prior to
the First Amendment Effective Date, June 1, 2006 (or such later date of Master
Landlord and Overlandlord Consent):

      


      
        	
                Months

              	
                01

              	
                through

              	
                12:

              	
                $11,168.36

              	
                per

              	
                month

              	
                ($17.97/RSF/annum)

              
	
                Months

              	
                13

              	
                through

              	
                14:

              	
                $11,479.10

              	
                per

              	
                month

              	
                ($18.47/RSF/annum)

              
	
                After
      Effective Date of First Amendment but prior to Effective Date of Second
      Amendment:

              
	
                Months

              	
                15

              	
                through

              	
                24:

              	
                $17,098.60

              	
                per

              	
                month

              	
                ($18.47/RSF/annum)

              
	
                After
      Effective Date of Second Amendment:

              
	
                Months

              	
                15

              	
                through

              	
                24:

              	
                $23,743.19

              	
                per

              	
                month

              	
                ($18.47/RSF/annum)

              
	
                Months

              	
                25

              	
                through

              	
                36:

              	
                $24,385.94

              	
                per

              	
                month

              	
                ($18.97/RSF/annum)

              
	
                Months

              	
                37

              	
                through

              	
                44:

              	
                $25,028.69

              	
                per

              	
                month

              	
                ($19.47/RSF/annum)

              


      

      


      Base Rent
for any partial month will be prorated, based on a thirty (30) day
month.  Subtenant shall pay the first full month’s Rent on the
Execution Date, and if the Commencement Date is not the first day of the month,
then Subtenant shall pay the prorated Rent for the first partial month on the
Commencement Date.

      


      
        	
                 
      

              	
                (b)

              	
                In
      addition, Subtenant shall also pay the following amounts as Base Rent,
      payable concurrent with all Base Rent payments set forth
      above:

              


      

      


      
        	
              	
                 
      

              	
                From
      Effective Date to Expiration Date: $809.44 per month ($2.25 x
      4,317 RSF/annum)

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Subtenant
      shall pay Base Rent based on the substituted Base Rent table described
      above from and after the Effective Date of this Amendment to the
      Expiration Date of the Sublease.  Subtenant’s Base Rent
      obligations prior to the Effective Date of this Amendment shall be as set
      forth in the Base Rent table described in the Sublease Section 4.2 prior
      to such substitution.

              


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                5.

              	
                Free
      Rent.  Provided that Subtenant is not in default under
      the Sublease (as amended by the First Amendment) as further amended by
      this Second Amendment, Subtenant shall have no obligation to pay the Base
      Rent for the first three (3) months following the Effective Date of this
      Second Amendment.  Subtenant shall not be entitled to any
      increase in the Subtenant Improvement Allowance as defined in Sublease
      Section 18.8 by reason of entering into this Second Amendment and no
      improvement allowance shall be provided by Sublandlord due to an increase
      in the Premises size as of the Effective Date of this Second
      Amendment.

              


      

      


      
        	
                 
      

              	
                6.

              	
                Amendment Conditional
      Upon Consent.  This Second Amendment and the obligations
      of the parties hereunder are expressly conditioned upon prior written
      consent hereto by Workers Compensation Fund of Utah (“Overlandlord”) and
      Credit Suisse First Boston (USA), Inc. (“Master
      Landlord”).  Subtenant shall promptly deliver to Sublandlord any
      information reasonably requested by Master Landlord and/or Overlandlord
      (in connection with their approval of this Second
    Amendment).

              


      

      


      
        	
                 
      

              	
                7.

              	
                Real Estate Brokers.
      Sublandlord and Subtenant hereby represent and warrant to each
      other that neither party has negotiated, consulted or dealt with any
      broker of finder in connection with the consummation of this Second
      Amendment other than Coldwell Banker, The Staubach Company, and Colliers
      Commerce CRG (collectively, the “Brokers”) for whose commissions are set
      forth pursuant to separate agreement.  Each party agrees to
      indemnify, defend, and hold the other party harmless for any and all
      claims, demands, losses, liabilities, lawsuits, judgments, and costs and
      expenses (including, without limitation, reasonable attorneys’ fees) with
      respect to any leasing commission or equivalent compensation alleged to be
      owing on account of the indemnifying party’s dealings with any real estate
      broker or agent other than the Brokers.   The terms of this
      Section 7 shall survive the expiration or earlier termination of this
      Second Amendment.

              


      

      


      
        	
                 
      

              	
                8.

              	
                Authority.
      Subtenant and each person executing this Second Amendment on behalf of
      Subtenant, hereby covenants and warrants that (a) Subtenant is duly
      incorporated or otherwise established or formed and validly existing under
      laws of its state of incorporation, establishment or formation, (b)
      Subtenant has and is duly qualified to do business in the state in which
      the Premises is located, (c) Subtenant has full corporate or other
      appropriate power and authority to enter into this Second Amendment and to
      perform all Subtenant’s obligations under the Sublease, as amended by this
      Second Amendment, and (d) each person (and all of the persons if more than
      one signs) signing this Second Amendment on behalf of Subtenant is duly
      and validly authorized to do so.

              


      

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                9.

              	
                Furniture.  As
      of the Effective Date, Sublandlord hereby transfers to Subtenant all of
      Sublandlord’s right, title and interest in the existing furniture in the
      Premises, in the form set forth in the Bill of Sale, attached hereto as
      Exhibit B
      and incorporated herein by this reference except that such furniture in
      the Premises shall not include lab benches, security equipment and badge
      readers which shall remain the property of Sublandlord and which
      Sublandlord may remove from the Premises at its
  discretion.

              


      

      


      
        	
                 
      

              	
                10.

              	
                Sublease in Full Force
      and Effect.  Except as provided herein, the Sublease is
      unmodified, remains in full force and effect, and is hereby ratified and
      confirmed by the parties hereto.

              


      

      


      IN
WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of
the date and year first above written.

      


      
        	
                SUBLANDLORD:

              	
                SUBTENANT:

              
	 
      	 
      
	
                CADENCE
      DESIGN SYSTEMS INC.,

              	
                SECUREALERT,
      INC.,

              
	
                a
      Delaware corporation

              	
                a
      Utah corporation

              
	 
      	 
      
	
                By:______________________

              	
                By:______________________

              
	
                       Name:________________

              	
                       Name:
      ________________

              
	
                       Its:
      __________________

              	
                       Its:
      __________________