ex10-1.htm


    
      Exhibit
        10.1

      


      


      


      


      


      BAY
        COLONY EXECUTIVE CENTER-WEST

      


      


      


      


      Lease
        For:

      


      ImmuneRegen
        BioSciences, Inc.

      a
        Delaware Corporation

      


      


      


      Suite
        190

      


       

      


      


      Dated:   October
        1, 2007

    

     

    
      
         

      

      
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        Table
          of Contents

      

    

     

    TABLE
OF
      CONTENTS

     

    BAY
      COLONY EXECUTIVE CENTER-WEST LEASE

    


    


    
      	 	 	
                  Page

            
	
              1.

            	
              Basic
                Lease Terms

            	
              7

            
	
              2.

            	
              Premises

            	
              8

            
	
              3.

            	
              Lease
                Term

            	
              8

            
	
              4.

            	
              Rent

            	
               8

            
	
              5.

            	
              Rent
                Escalation

            	
              8

            
	
              6.

            	
              Taxes
                on Tenant's Property and Other Taxes

            	
              8

            
	
              7.

            	
              Security
                Deposit

            	
              9

            
	
              8.

            	
              Uses
                of Premises

            	
              9

            
	
              9.

            	
              Building
                Services

            	
              9

            
	
              10.

            	
              Repair
                and Maintenance

            	
              10

            
	
              11.

            	
              Condition
                of Premises

            	
              10

            
	
              12.

            	
              Alterations

            	
              10

            
	
              13.

            	
              Eminent
                Domain

            	
              11

            
	
              14.

            	
              Defaults
                and Remedies

            	
              11

            
	
              15.

            	
              Surrender
                of Premises and Removal of
                Property

            	
               11

            
	
              16.

            	
              Fees
                and Expenses

            	
              12

            
	
              17.

            	
              Assignment,
                Mortgage and Subletting

            	
               12

            
	
              18.

            	
              Transfer
                of Landlord's Interest

            	
              13

            
	
              19.

            	
              Holding
                Over

            	
              13

            
	
              20.

            	
              Notices

            	
              13

            
	
              21.

            	
              Quiet
                Enjoyment

            	
              13

            
	
              22.

            	
              Performance
                by Tenant

            	
              14

            
	
              23.

            	
              Tenant's
                Further Obligation

            	
              14

            
	
              24.

            	
              Termination,
                No Waiver, No Oral Change

            	
               14

            
	
              25.

            	
              Mortgage
                Protection

            	
              14

            
	
              26.

            	
              Identification
                of Tenant

            	
              14

            
	
              27.

            	
              Examination
                of Lease

            	
              14

            
	
              28.

            	
              Time

            	
               14

            
	
              29.

            	
              Prior
                Agreements and Amendments

            	
              14

            
	
              30.

            	
              Separability

            	
               14

            
	
               31.

            	
              Recording

            	
              15

            
	
               32.

            	
              Limitation
                of Liability

            	
              15

            
	
               33.

            	
              Consent
                of Landlord and Tenant

            	
              15

            
	
               34.

            	
              Waiver
                of Trial by Jury and
                Counterclaims

            	
               15

            
	
               35.

            	
              Estoppel
                Certificate by Lessee

            	
               15

            
	
               36.

            	
              Subordination
                and Attornment

            	
               15

            
	
               37.

            	
              Rights
                Reserved to Landlord

            	
              16

            
	
               38.

            	
              Utilities
                and Services

            	
               16

            
	
               39.

            	
              Waiver
                and Indemnification

            	
              16

            
	
               40.

            	
              Damage
                to Tenants' Property

            	
              17

            
	
               41.

            	
              Insurance

            	
               17

            
	
               42.

            	
              Preparation
                of Premises

            	
               17

            
	
               43.

            	
              Fixtures,
                Tenant Improvements and
                Alterations

            	
               17

            
	
               44.

            	
              Mechanic's
                Liens

            	
               17

            
	
               45.

            	
              Substituted
                Premises

            	
               18

            
	
               46.

            	
              No
                Representations by Landlord

            	
               18

            
	
               47.

            	
              Force
                Majeure Clause

            	
               18

            
	 48-49.	
              Miscellaneous

            	
              18

            


    

     

     

    
      
         

      

      
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      EXHIBITS
        AND ADDENDUMS

      


      Main
        body
        of lease for BAY COLONY EXECUTIVE CENTER-WEST, a division of BC MANAGEMENT
        INC,
        an Arizona Corporation Lease, pages 1-13.

      


      EXHIBIT
        B1       
       Floor Plan

      EXHIBIT
        B2      
        Suite Map

      EXHIBIT
        F           
      Preparation of Premises

      EXHIBIT
        G            
    Rent Escalation Rider

      EXHIBIT
        I               
   Rules and Regulations

      EXHIBIT
        J    
           
 Standard for Utilities and Services

      


      


      


      
        
           

        

        
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                LANDLORD:

              	
                BAY
                  COLONY EXECUTIVE CENTER-WEST, a division of BC MANAGEMENT INC.,
                  an Arizona Corporation

              


      

      8767
        E.
        Via de Ventura

      Scottsdale,
        Arizona 85258

      


      TENANT:                                                     
                ImmuneRegen BioSciences,
        Inc.

      a
        Delaware
        Corporation

      4021
        N.
        75th
        Street

      Suite
        201

      Scottsdale,
        Arizona  85251

      


      BUILDING:                                                           Bay
        Colony Executive Center - West

      8767
        E.
        Via de Ventura

      Scottsdale,
        Arizona 85258

      


      PREMISES:                                                          Suite
        190, First Floor of the Building, as

      more
        particularly indicated on the floor plan

      attached
        hereto as Exhibit "B1", consisting of

      approximately
        3,322 rentable square feet.

      


      RENTABLE
        AREA                                              Approximately
        74,852 square feet.

      OF
        THE BUILDING

      


      TENANT'S
        PROPORTIONATE                       Rentable
        Area of Premises

      SHARE:                                                              
           Rentable Area of Building = 4.4%

       

      
        


        MINIMUM
          MONTHLY
          RENT:                          $
          6,920.83 plus tax   (Months 01 - 12)

                                         $
          7,128.46 plus tax   (Months 13 - 24)

         

        LEASE
          TERM:                                                      Two
          (2) years and No (0) months from

         and
          after the Actual Commencement Date

         referenced
          in paragraph 3.0 hereof.

        


        TARGET
          COMMENCEMENT                            November
          1, 2007.

        DATE:                                                      

        


        SECURITY
          DEPOSIT:                                         $
          7,128.46

        


        LEASE
          YEAR:                                                        Any
          twelve (12) month period beginning on the

         
          Actual Commencement Date or any anniversary

         
          thereof.

         

         

        
          
             

          

          
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      2.  PREMISES:  Landlord
        hereby leases to Tenant and
        Tenant hereby hires and takes from Landlord the premises (the "Premises")
        consisting of approximately 3,322 gross rentable square feet, located in
        the
        building (the "Building") commonly known as BAY COLONY EXECUTIVE
        CENTER-WEST.  The Premises are more particularly shown on Exhibit "B2"
        attached hereto and incorporated herein by this reference.

      


      3.  LEASE
        TERM: The term of this Lease shall be two (2) years and no (0) months
        commencing November 1, 2007 (the "Commencement Date") and terminating on
        October
        31, 2009 (the "Termination Date") unless the termination date shall be
        terminated sooner as hereinafter provided. In the event that Landlord, for
        any
        reason, cannot tender possession of the Premises to Tenant on or before the
        Commencement Date, this Lease shall not be void or voidable, nor shall Landlord
        be liable to Tenant in any way as a result of such failure to tender
        possession.

       

      3.1
        In
        the event of the inability of Landlord to deliver possession of the Premises
        to
        Tenant on the Commencement Date this Lease shall not be void or voidable,
        nor
        shall Landlord be liable to Tenant for any loss or damage resulting therefrom,
        but in such event the Term shall not commence until such time as Landlord
        tenders delivery of possession of the Premises to Tenant with Landlord's
        work
        therein, if any, substantially completed. Should Landlord tender possession
        of
        the Premises to Tenant prior to the Commencement Date and Tenant elects to
        accept such prior tender, the Term shall thereupon commence and such prior
        occupancy shall be subject to all of the terms of this Lease, including the
        payment of rent and other expenses.

       

      3.2
        In
        the event that Tenant is allowed to enter into possession of the Premises
        prior
        to the Commencement Date, such Posses­sion shall be deemed to be pursuant
        to, and shall be governed by, the terms, covenants and conditions of this
        Lease,
        including without limitation the covenant to pay operating expenses, as though
        the Commencement Date occurred upon the date of taking of possession by
        Tenant.

      


      3.3
        In
        the event that the Commencement Date falls on other than the first day of
        a
        month, rent for any initial partial month of the term hereof shall be
        appropriately prorated; and if the date of commencement of Tenant's rent
        obligations, pursuant to Paragraph 3.0 above, is other than the Commencement
        Date, the end of the term hereof shall be adjusted to sixty (60) months from
        the
        first day of the month after the actual occupancy date.  At the
        request of either party hereto, both parties shall execute a memorandum
        confirming the date of commencement of Tenant's rent obligations.

      


      4.  RENT:  Beginning
        on the Commencement Date (subject to adjustment pursuant to Paragraph 3.0
        above), the base rent for the Premises shall be an annual sum of $83,050.00
        plus
        tax payable in monthly installments of $6,920.83 plus tax for months 01-12
        of
        this Lease, for months 13-24 of this Lease the base rent shall be an annual
        sum
        of $85,541.50 plus tax payable in monthly installments of $7,128.46 plus
        tax,
        payable in advance on the first day of each and every calendar month. Tenant
        agrees to pay the rent, without offset or deduction of any kind, to Landlord
        by
        mail or hand delivery to the Bay Colony Executive Center at the following
        address:

      


      BAY
        COLONY EXECUTIVE CENTER-WEST

      Management
        Office

      8767
        E.
        Via de Ventura, Suite 101

      Scottsdale,
        Arizona 85258

      


      or
        in
        such manner, to such other person or at such other place as Landlord may
        from
        time to time designate.  Upon execution of this lease Tenant shall pay
        Landlord the security deposit for this suite and the first month’s rent plus
        rental tax.

      


      5.  RENT
        ESCALATION:  Tenant shall pay, as monthly rent hereunder, in
        addition to the base rent provided in Section 4 hereof, the sums provided
        in the
        "Rent Escalation Rider" attached hereto as Exhibit "G" and incorporated herein
        by this reference. Tenant shall be advised of any change, from time to time,
        in
        rent escalation payments required hereunder by written notice from Landlord,
        which shall in­clude information in such detail as Landlord may reasonably
        determine to be necessary in support of such change. Tenant shall have 30
        days
        after the receipt of any such notice to protest the change indicated therein;
        but notwithstanding any such protest, all rent escalation payments falling
        due
        after service of such notice shall be made in accordance with such notice
        until
        the protest has been resolved, whereupon, any necessary adjustment shall
        be made
        between Landlord and Tenant.

      


      6.  TAXES
        ON TENANT'S PROPERTY AND OTHER TAXES:  Tenant shall be liable
        for, and shall pay at least 10 days before delinquency, and Tenant hereby
        indemnifies and holds Landlord harmless from and against any liability in
        connection with all taxes levied against any personal property, fixtures,
        machinery, equipment, apparatus, systems and appurtenances placed by Tenant
        in
        or about or util­ized by Tenant in, upon or in connection with, the Premises
        ("Equipment Taxes"). If any Equipment Taxes are levied against Landlord or
        Landlord's property or if the assessed value of Landlord's property is increased
        by the inclusion therein of a value placed upon such per­sonal property,
        fixtures, machinery, equipment, apparatus, systems or appurtenances of Tenant,
        and if Landlord, after written notice to Tenant, pays the Equipment Taxes
        or
        taxes based upon such an increased assessment (which Landlord shall have
        the
        right to do regardless of the validity of such levy, but only under proper
        protest if requested by Tenant prior to such payment and if payment under
        protest is permissible), Tenant shall pay to Landlord upon demand, as additional
        rent hereunder, the taxes so levied against Landlord or the propor­tion of
        such taxes resulting from such increase in the assessment; provided, however,
        that in any such event, Tenant shall have the right, in the name of Landlord
        and
        with Landlord's full cooperation, but at no cost to Landlord, to bring suit
        in
        any court of competent jurisdiction to recover the amount of any such tax
        so
        paid under protest, and any amount so recovered shall belong to Tenant.
        Notwithstanding the foregoing to the contrary, Tenant shall cause the fixtures,
        furnishings, equipment and other personal property to be assessed and billed
        separately from the real property of which the Demised Premises form a
        part.

       

       

      
        
           

        

        
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      6.1
        If
        the tenant improvements in the Premises, whether installed and/or paid for
        by
        Landlord or Tenant and whether or not af­fixed to the real property so as to
        become a part thereof, are assessed for real property tax purposes at a
        valuation higher than the valua­tion at which tenant improvements conforming
        to Landlord's building standards in other space in the Building are assessed,
        then the real property taxes and assessments levied against Landlord or
        Landlord's property by reason of such excess assessed valuation shall be
        deemed
        to be Equipment Taxes and shall be governed by the provisions of Paragraph
        6.0
        above. Any such amounts, and any similar amounts at­tributable to excess
        improvements by other tenants in the Building and recovered by Landlord from
        such other tenants under comparable lease provisions, shall not be included
        in
        Real Property Taxes for purposes of rent escalation under Section 5 of this
        Lease.

       

      6.2
        Tenant shall pay to Landlord, in addition to the rent hereunder, any excise,
        sales, privilege or other tax, assessment or other charge (other than income
        or
        franchise taxes) imposed, assessed or levied by any governmental or
        quasi-governmental authority or agency upon Landlord on account of this Lease,
        the rent or other payments made by Tenant hereunder, any other benefit received
        by Landlord hereunder, Landlord's business as a lessor hereunder, or otherwise
        in respect of or as a result of the agreement or relationship of Landlord
        and
        Tenant hereunder.

      


      7.  SECURITY
        DEPOSIT: Tenant has deposited with Landlord
        the sum of
        Seven Thousands, One Hundred Twenty-eight Dollars and
        46/100ths  ($7,128.46) as security for the faithful performance and
        observance by Tenant of all of the terms, covenants, conditions, provisions
        and
        agreements of this lease.  Tenant shall not be entitled to interest on
        such security deposit and Landlord shall not be obligated to hold such deposit
        as a separate fund, but may commingle it with other funds.  In the
        event Tenant defaults in respect of any of the terms, covenants, conditions,
        provisions or agreements of this lease, including but not limited to, the
        payment of rent or other sums due hereunder, Landlord may use, apply or retain
        the whole or any part of the security so deposited to the extent required
        for
        the payment of any rent or any other sums as to which Tenant is in default
        or
        for any sum which Landlord may expend or may be required to expend by reason
        of
        Tenant's default in respect of any of the terms, covenants, conditions,
        provisions or agreements of this lease, including, but not limited to, any
        damages or deficiency in the reletting of demised premises, whether such
        damages
        or deficiency accrued before or after summary proceedings or other re-entry
        by
        Landlord.  Tenant, on demand by Landlord, will forthwith replenish the
        security or any portion thereof so used or applied by Landlord.  In
        the event that Tenant shall fully and faithfully comply with all of the terms,
        covenants, conditions, provisions and agreements of this lease, the security,
        without interest, shall be returned to Tenant promptly after the date fixed
        as
        the end of this lease but only after delivery of entire possession of demised
        premises to Landlord.  In the event of a sale of the Land and/or
        Building or leasing of the land and/or the entire Building, or the sale of
        such
        leasehold, Landlord shall have the right to transfer the security to the
        transferee or lessee and Landlord shall thereupon be released by Tenant from
        all
        liability for the return of such security; and in the event of such transfer
        of
        security Tenant shall look to the new Landlord solely for the return of said
        security; and the provisions hereof shall apply to every transfer or assignment
        made of the security to a new Landlord.  Tenant shall not assign or
        encumber or attempt to assign or encumber the security deposited herein and
        neither Landlord nor its successors or assigns shall be bound by any such
        assign­ment, encumbrance, attempted assignment or attempted encumbrance nor
        by any purported transfer thereof by operation of law.  In the event
        of the termination of any ground lease or foreclosure of any ground lease
        or
        foreclosure of any fee or leasehold mortgage or deed of trust (or conveyance
        in
        lieu thereof) now or hereafter affecting the real property of which demised
        premises forms a part, Tenant shall look to the new Landlord for the return
        of
        said security only if said security is actually transferred to said new
        Landlord.

      


      8.  USE
        OF PREMISES:  Tenant shall use the Premises only for general
        office purposes, subject to compliance with all applicable recorded covenants,
        conditions and restrictions and all laws, ordinances, and rules and regulations.
        In any event, unless specifically authorized herein, Tenant shall not prepare
        to
        serve, or authorize the preparation or service of, food or beverages in the
        Premises, except only the preparation of common refreshments and lunches
        for
        Tenant and its employees and business guests.

      


      9.  BUILDING
        SERVICES:  Landlord shall furnish building standard heating
        and air conditioning service Monday through Friday from 8:00 A.M. to 6:00
        P.M.  No heating or air conditioning will be furnished by Landlord on
        Saturdays, Sundays or holidays, except upon prior arrangement with Tenant
        and at
        an extra charge as may be agreed to between Landlord and Tenant. For purposes
        of
        this Paragraph, "holidays" shall mean and refer to the holidays of Christmas,
        New Year's Day, Labor Day, Fourth of July, Memorial Day, and Thanksgiv­ing
        Day, as those holidays are defined, recognized or established by governmental
        authorities or agencies from time to time. Landlord shall furnish electric
        current to the Premises in amounts reasonably sufficient for normal business
        use, including operation of building standard lighting and operation of
        typewriters and standard fractional horsepower office machinery. Tenant agrees
        that, at all times during the term of this Lease, Tenant's use of electric
        current shall never exceed the capacity of the feeders to the Building or
        the
        risers or wiring installa­tion on the Building. Tenant shall not install or
        use or permit the installation or use upon or about the Premises of any computer
        or electronic data processing or other equipment using current in excess
        of 110
        volts or requiring power in excess of 500 watts, without the ex­pressed
        prior written consent of Landlord. Tenant shall be permitted to install or
        use
        upon the premises the standard customary office com­puters, duplicators and
        other office equipment. Tenant shall pay monthly upon billing as additional
        rent
        under this Lease, such sums as Landlord's building engineer may reasonably
        determine to be necessary in order to reimburse Landlord for the additional
        cost
        of utilities (including, without limitation, electricity, gas and other fuels
        or
        power sources, and water) attributable to the operation of equipment which
        is
        not standard, customary office equipment or is special equipment or facilities
        and the installation or use by the Tenant of electrical heating or air
        conditioning equipment other than that which is installed and provided by
        Landlord.

       

       

      
        
           

        

        
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      9.1
        Landlord shall furnish unheated water from mains for drinking, lavatory and
        toilet purposes drawn through fixtures installed by Landlord, or by Tenant
        with
        Landlord's expressed prior written consent, and heated water for lavatory
        purposes from regular building supply. Tenant shall pay Landlord at rates
        fixed
        by the entity providing water for additional water, which is furnished for
        any
        other pur­pose.

       

      9.2
        Landlord shall furnish janitor service in and about the Premises on a five
        (5)
        nights per week basis. Landlord shall have no obligation to furnish janitor
        service for any portion of the Premises which may be used (to the extent
        permitted under this Lease) for the preparation, dispensing or consumption
        of
        food or beverages or for any purpose other than general office use, and Tenant
        shall keep all such portions of the Premises in a clean and orderly condition
        at
        Tenant's sole cost and expense. In the event Tenant shall fail to keep such
        por­tions of the Premises in a clean and orderly condition, Landlord may do
        so and any costs incurred by Landlord, in connection therewith, shall be
        payable
        by Tenant to Landlord upon demand, as additional rent hereunder. Tenant shall
        also pay to Landlord, as additional rent hereunder, amounts equal to any
        increase in cost of janitor service in and about the Premises if such increase
        in cost is due to (a) use of the Premises by Tenant during hours other than
        normal business hours, or (b) location in or about the Premises of any fixtures,
        improvements, materials or finish items (including, without limitation, wall
        coverings and floor coverings) other than those which are of the standard
        type
        adopted by Landlord  for the Building.  Tenant must make the
        Suite available and provide access to the Landlord for janitorial and
        housekeeping services and emergency purposes in and about the premises and
        Suite
        between the hours designated by Landlord or it's management
        company.  Said hours will not be between the hours of 8:00 a.m. to
        6:00 p.m., Monday through Friday. Failure of Tenant to provide access to
        the
        premises or Suite shall relieve or excuse Landlord from any and all obligations
        to provide janitorial and housekeeping services to Tenant.

       

      9.3
        Landlord does not warrant that any service will be free from interruptions
        caused by repairs, renewals, improvements, changes of service, alterations,
        strikes, lockouts, labor controversies, accidents, inability to obtain fuel,
        steam, water or supplies or other cause, provided the cause is beyond the
        reasonable control of Landlord and Landlord agrees to give Tenant notice
        of any
        extended inter­ruptions of which Landlord has prior knowledge. It is
        understood that Landlord reserves the right to temporarily discontinue such
        services, or any of them at such times as may be necessary by reason of
        accident, failure of supply, repairs, alterations or improvements, or whenever
        by reason of strikes, lockouts, riots, acts of God, or any other happening
        beyond the reasonable control of Landlord, and Tenant shall not be entitled
        to
        an abatement of rent as a result thereof. No such interruption of service
        shall
        be deemed an eviction or disturbance of Tenant's use and possession of the
        Premises or any part thereof, nor permit Tenant to abate rent hereunder or
        otherwise relieve Tenant or whenever by reason of strikes, lockouts, riots,
        acts
        of God or any other happening beyond the reasonable control of Landlord,
        and
        Tenant shall not be entitled to an abatement of rent as a result
        thereof.  Landlord shall not be liable for any failure to make such
        repairs or furnish such services unless the failure shall be reasonably curable
        by Landlord and nonetheless shall persist for an unreasonable time after
        written
        notice from Tenant of the need for such repairs or the failure to furnish
        such
        service. Except as provided herein, there shall be no abate­ment of rent and
        no liability of Landlord by reason of any injury to or interference with
        Tenant's business arising from the making of any repairs, alterations or
        improvements or provision of any service in or to any portion of the Building,
        including the Premises, or in or to the fixtures, appurtenances and equipment
        therein; provided that in making such repairs, alterations or improvements
        or
        providing such service Landlord shall interfere as little as reasonably
        practicable with the conduct of Tenant's business in the Premises, without,
        however, being obligated to incur liability for overtime or other premium
        payment to its agents, employees, or contractors in connection therewith;
        and
        ex­cept if Tenant's beneficial use of all or a substantial portion of the
        Premises is prevented for a period in excess of three (3) consecutive days,
        the
        base rent specified in Section 4 hereof, shall be equitably abated commencing
        with the fourth day and continuing until such use is no longer prevented.
        As a
        material inducement to Landlord's entry into this Lease, Tenant waives and
        releases any right to make repairs at Landlord's expense, unless Landlord's
        failure to make repairs persists for an unreasonable time after written notice
        by Tenant of the need for such repairs.

      


      10.  REPAIR
AND
        MAINTENANCE:  Tenant shall, at
        Tenant's sole cost and expense, keep the Premises and every part thereof
        in good
        condition and repair. Tenant shall, upon the expiration or sooner termination
        of
        the term hereof, surrender the Premises to Landlord in the same condition
        as
        when received, ordinary wear and tear and damage from causes beyond the
        reasonable control of Tenant excepted.

       

      10.1
        Anything contained in the foregoing Paragraph 10.0 to the contrary
        notwithstanding, Landlord shall repair and maintain the structural portions
        of
        the Building, including the basic plumbing, air conditioning and electrical
        systems installed or furnished by Landlord, unless such maintenance and repairs
        are caused in part of in whole by the act, neglect, fault or omission of
        any
        duty by Tenant, its agents, servants, employees or guests, in which case
        Tenant
        shall pay to Landlord the reasonable cost of such maintenance and repairs.
        Landlord shall not be liable for any failure to make any such repairs or
        to
        perform any maintenance unless such failure shall persist for an
        un­reasonable time after written notice of the need of such repairs or
        maintenance is given to Landlord by Tenant.

      


      11.  CONDITION
        OF PREMISES:  Tenant acknowledges that neither Landlord nor
        any agent of Landlord has made any repre­sentation or warranty with respect
        to the Premises or the Building or with respect to the suitability of either
        for
        the conduct of Tenant's business. The taking of possession of the Premises
        by
        Tenant shall conclusively establish that the Premises and said Building were
        at
        such time in satisfactory condition, minor punch list items
        excepted.

      


      12.  ALTERATIONS:  (a)
        Tenant shall make no alterations or improvements in or to the Premises without
        Landlord's prior writ­ten consent, and then only by contractors approved in
        writing by Landlord. All such work shall be done at such times and in such
        manner as Landlord may designate. All such work shall be performed in full
        compliance with all laws and all rules and regulations of all governmen­tal
        agencies having jurisdiction, and in full compliance with the rules and
        requirements of any board of fire underwriters and any similar body. Before
        commencing any work, Tenant shall give Landlord at least five (5) days written
        notice of the proposed commencement of such work and shall, if required by
        Landlord, secure at Tenant's own cost and expense, a labor and materials
        payment
        bond, satisfactory to Landlord, for said work. Tenant further covenants and
        agrees that any mechanic's lien filed against the Premises or against the
        Building for work claimed to have been done for, or materials claimed to
        have
        been furnished to Tenant, will be discharged by Tenant, by bond or otherwise,
        within ten (10) days after the filing thereof, at the cost and expense of
        Tenant. All alterations or improvements upon the premises, made by either
        party,
        including (without limiting the generality of the foregoing) all wall covering,
        built-in cabinet work, paneling and the like, shall, unless Landlord elects
        otherwise, become the property of Landlord, and shall remain upon, and be
        surrendered with the Premises, as part thereof, at the end of the term hereof,
        except that Landlord may, by written notice to Tenant, given at least thirty
        (30) days prior to the end of the term, require Tenant to forthwith remove
        all
        partitions, counters, railings and the like installed by Tenant, and Tenant
        shall repair or, at Landlord's option, shall pay to the Landlord all costs
        arising from such removal.

       

      (b)
        All
        articles of personal property and movable partitions owned by Tenant or
        installed by Tenant at its expense in the Premises shall be and remain the
        property of Tenant and may be removed by Tenant at any time during the lease
        term when Tenant is not in default hereunder. If Tenant shall fail to remove
        all
        of its effects from said Premises upon termination of this Lease the same
        shall
        be deemed abandoned by Tenant and Landlord may dispose of them in any fashion
        it
        deems reasonable.

       

       

      
        
           

        

        
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      13.  EMINENT
        DOMAIN:  If the whole or any part of
        demised premises shall be taken or condemned for all or any portion of the
        term
        hereof by any competent authority for any public or quasi public use or purpose,
        or transferred by agreement in connection with such public or quasi public
        use
        or purpose with or without any condemnation action or proceeding being
        instituted, then, and in either such event, the term of this lease shall,
        at the
        option of Landlord, terminate as of the date when the possession of the part
        so
        taken shall be re­quired for such use or purpose, and without apportionment
        of the award, such that the entire award is paid to Landlord.  The
        then current rental, however, shall in the event of a partial taking, be
        apportioned.  Tenant hereby expressly assigns to Landlord any award
        which may be made in any taking or condemnation as therein provided, together
        with any and all rights of Tenant now or hereafter arising in or to the same
        or
        any part thereof.

      


      14.
        DEFAULT AND REMEDIES: The occurrence of any one or more of the
        following events shall constitute a default hereunder by Tenant:

       

      (a)
        The
        abandonment of the Premises by Tenant. Abandonment is herein defined to include,
        but is not limited to any absence by Tenant from the premises for five (5)
        days
        or longer while in default of any provision of this Lease.

       

      (b)
        The
        failure by Tenant to make any payment of rent or additional charges required
        to
        be paid by Tenant hereunder, as and when due, where such failure shall continue
        for a period of three (3) days after written notice thereof from Landlord
        to
        Tenant.

       

      (c)
        The
        failure by Tenant to observe or perform any of the express or implied covenants
        or provision of this Lease to be observed or performed by Tenant, other than
        as
        specified in (a) or (b) above, where such failure shall continue for a period
        of
        ten (10) days after written notice thereof from Landlord to Tenant; provided,
        however, that if the nature of Tenant's default is such that more than ten
        (10)
        days are reasonably required for its cure, then Tenant shall not be deemed
        to be
        in default if Tenant shall commence such cure within said ten-day period
        and
        thereafter diligently prosecute such cure to completion.

       

      (d)
        Failure of Tenant to vacate and surrender the Premises and/or give the Landlord
        full and complete possession of the premises on or before the termination
        date
        of this Lease shall constitute a default of the terms of this
        Lease.  Holding over by the Tenant after the termination date of this
        Lease shall, by itself, constitute a default except when the Landlord has
        given
        Tenant written permission to hold over beyond the termination date of this
        Lease.

       

      14.1
        In
        the event of any such default by Tenant, in addition to any other remedies
        available to Landlord at law or in equity, Landlord may, without notice or
        demand of any kind to Tenant, have any one or more of the following described
        remedies;

       

      (a)
        Landlord may re-enter the Premises and take possession of the same and of
        all
        equipment and fixtures of Tenant therein and expel or remove Tenant and all
        other parties occupying the Premises without terminating this Lease, at any
        time
        and from time to time relet the premises or any part thereof for the account
        of
        Tenant, for such term, upon such conditions and at such rental as Landlord
        may
        deem proper.  In such event Landlord may receive and collect the rent
        from such reletting and apply it against any amounts due from tenant hereunder
        (including without limitation such expenses as Landlord may have incurred
        in
        recovering possession of the Premises, plac­ing the same in good order and
        condition, altering or repairing the same for reletting, and all other expenses,
        commissions and charges in­cluding attorneys' fees which Landlord may have
        paid or incurred in connection with such repossession and
        reletting).  Whether or not the Premises are relet, Tenant shall pay
        Landlord all amounts required to be paid by Tenant up to the date of Landlord's
        re-entry and there­after Tenant shall pay Landlord, until the end of the
        term hereof, the amount of all rent and other charges required to be paid
        by
        Tenant hereunder, less the proceeds of such reletting during the term hereof,
        if
        any, after payment of Landlord's expenses as provided above and prorated
        to the
        amount caused by tenants default.  Such payments by Tenant shall be
        due at such times as are provided elsewhere in this Lease, and Landlord need
        not
        wait until the termination of this Lease to recover them by legal action
        or
        otherwise.  Landlord shall not, by any re-entry or other act, be
        deemed to have terminated this Lease or the liability of Tenant for the total
        rent hereunder unless Landlord shall give Tenant written notice of Landlord's
        election to terminate this Lease.

       

      (b)
        Landlord may give written notice to Tenant of Landlord's election to terminate
        this Lease, re-enter the Premises with or without process of law and take
        possession of the same and of all equipment and fixtures therein, and expel
        or
        remove Tenant and all other parties occupying the Premises, using such force
        as
        may be reasonably necessary to do so, without being liable to any prosecution
        for such re-entry or for the use of such force.

      


      15.  SURRENDER
        OF PREMISES AND REMOVAL OF PROPERTY: No act or thing done by Landlord
        or any agent or employee of Landlord during the term hereof shall be deemed
        to
        constitute an acceptance by Landlord of a surrender of the Premises unless
        such
        in­tent is specifically acknowledged in a writing signed by Landlord. The
        delivery of keys to the Premises to Landlord or any agent or employee of
        Landlord shall not constitute a surrender of the Premises or effect a
        termination of this Lease, whether or not the keys are thereafter retained
        by
        Landlord, and notwithstanding such delivery Tenant shall be entitled to the
        return of such keys at any reasonable time upon request until this Lease
        shall
        have been properly terminated. The voluntary or other-surrender of this Lease
        by
        Tenant, whether accepted by Landlord or not, or a mutual termination hereof,
        shall not work a merger, and at the option of Landlord shall operate as an
        assignment to Landlord of all subleases or subtenancies affecting the
        Premises.

       

      15.1
        Upon
        the expiration of the term of this Lease, or upon any earlier termination
        of
        this Lease, Tenant shall, subject to the provisions of this Section 15.0,
        quit
        and surrender possession of the Premises to Landlord in as good order and
        condition as when Tenant took possession and as thereafter improved by Landlord
        and/or Tenant, reasonable wear and tear and repairs which are specifically
        made
        the responsibility of Landlord hereunder excepted, Upon such expiration or
        termination, Tenant shall, without expense to Landlord, remove or cause to
        be
        removed from the Premises all debris and rubbish, and such items of furniture,
        equipment, free-standing cabinet work, movable partitions and other articles
        of
        personal property owned by Tenant or installed or placed by Tenant at its
        expense in the Premises, and such similar articles of any other persons claiming
        under Tenant, as Landlord may, in its sole discretion, require to be removed,
        and Tenant shall repair at its own expense all damage to the Premises and
        Building resulting from such removal.

       

       

      
        
           

        

        
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      15.2
        Whenever Landlord shall re-enter the Premises as provided in this Lease,
        any
        personal property of Tenant not removed by Tenant upon the expiration of
        the
        term of this Lease, or within 48 hours after a termination by reason of Tenant's
        default as provided in this Lease, shall be deemed abandoned by Tenant and
        may
        be disposed of by Landlord in Landlord's sole discretion.

       

      15.3
        All
        fixtures, alterations, additions, repairs, improvements and/or appurtenances
        attached to or built into or on or about the Premises prior to or during
        the
        term hereof, whether by Landlord at its expense or at the expense of Tenant,
        or
        by Tenant at its expense, or by previous occupants of the Premises, shall
        be and
        remain part of the Premises and shall not be removed by Tenant at the end
        of the
        term of this Lease. Such fixtures, alterations, additions, repairs, improvements
        and/ or appurtenances shall include, without limitation, floor coverings,
        drapes, paneling, molding, doors, kitchen and dish washing fixtures and
        equipment, plumbing systems, electrical systems, lighting systems, silencing
        equipment, communication systems, all fixtures and outlets for the systems
        mentioned above and for all telephone, radio, telegraph and television purposes,
        and any special flooring or ceiling installations. Notwithstanding the
        foregoing, Landlord may, in its sole discretion, require Tenant, at Tenant's
        sole cost and expense, to remove any fixtures, alterations, additions, repairs,
        improvements and/or appurtenances attached or built into or on or about the
        Premises, and to repair any damage to the Building and Premises occasioned
        by
        the installation, construction, operation and/or removal of such fixtures,
        equipment, alterations, additions, repairs, improvements and/or appurtenances.
        If Tenant shall fail to complete such removal and repair such damage, Landlord
        may do so and may charge the cost thereof to Tenant.

       

      15.4
        Tenant hereby waives all claims for damages or other liability in connection
        with Landlord's re-entering and taking posses­sion of the Premises or
        removing, retaining, storing, or selling the property of Tenant as herein
        provided, and Tenant hereby indemnifies and holds Landlord harmless from
        any
        such damages or other liability, and no such re-entry shall be considered
        or
        construed to be a for­cible entry.

      


      16.  FEES
        AND EXPENSES:  If Tenant shall default in
        the performance of any obligation on Tenant's part to be performed under
        this
        lease, Landlord may immediately, or at any time thereafter, without notice,
        perform the same for the account of Tenant.  If Landlord at any time
        is compelled to pay or elects to pay any sum of money to do any act which
        will
        require the payment of any sum of money (including but not limited to employment
        of attorneys or incurring of costs) by reason of the failure of Tenant to
        comply
        with any term, covenant, condition, provision or agreement hereof, or if
        Landlord is compelled to incur or elects to incur any expense (including
        but not
        limited to reasonable attorneys' fees in instituting, prosecuting or defending
        any action or proceeding whether or not such action or proceeding proceeds
        to
        judgment) by reason of any default of Tenant hereunder, the sum or sums so
        paid
        or incurred by Landlord (with in­terest at an annual rate equal to two
        percent (2%) in excess of the "prime rate" then being charged by the Wells
        Fargo
        of Arizona shall be due from Tenant to Landlord promptly upon demand by
        Landlord.

      


      
        	
                17.  

              	
                ASSIGNMENT,
                  MORTGAGE AND SUBLETTING:

              


      

       

      17.1           Landlord's
        Consent Required.  Tenant shall not assign, mortgage, pledge,
        hypothecate or encumber this Lease or any interest therein, or sublet or
        license
        or permit the use or occupancy of the Premises or any part thereof by or
        for the
        benefit of anyone other than Tenant, or in any other manner transfer all
        or any
        part of Tenant's interests under this Lease (each and all a "Transfer"),
        without
        the prior written consent of Landlord, which is subject to the other provisions
        of this Section 17.  If Tenant is a business entity, any direct or
        indirect transfer of fifty percent (50%) or more of the ownership interest
        of
        the entity (whether in a single transaction or in the aggregate through more
        than on transaction) shall be deemed a Transfer.  Notwithstanding any
        provision in this Lease to the contrary, Tenant shall not mortgage, pledge,
        hypothecate or otherwise encumber all or any portion of Tenant's interest
        under
        this Lease.

       

      17.2           Reasonable
        Consent.

       

      (a)           If
        Tenant complies with the following conditions, Landlord shall not unreasonably
        withhold its consent to the subletting of the Premises or any portion thereof
        or
        the assignment of this Lease.  Prior to any proposed Transfer, Tenant
        shall submit in writing to Landlord (i) the name and legal composition
        of  the proposed assignee, subtenant, user or other transferee (each a
        "Transferee"); (ii) the nature of the business proposed to be carried on
        in the
        Premises; (ii) a current balance sheet, income statements for the last two
        years
        and such other reasonable financial and other information concerning the
        proposed Transferee as Landlord may request; and (iv) a copy of the proposed
        assignment, sublease or other agreement governing the proposed
        Transfer.  Within fifteen (15) Business Days after Landlord receives
        all such information it shall notify Tenant pursuant to Section 17.7 -
Landlord's Right to Space.

       

      (b)           The
        parties hereto agree and acknowledge that, among other circumstances for
        which
        Landlord could reasonably withhold consent to a proposed Transfer, it shall
        be
        reasonable for Landlord to withhold consent where (i) the proposed Transferee
        does not intend itself to occupy the entire portion of the Premises assigned
        or
        sublet, (ii) Landlord disapproves of the Transferee's business operating
        ability
        or history, reputation or credit worthiness or the character of the business
        to
        be conducted by the Transferee at the Premised, (iii) the Transferee is a
        governmental agency or unit or an existing tenant in the Project or Building,
        (iv) the proposed Transfer would violate any "exclusive" rights of any tenants
        in the Project or Building, (v) Landlord other wise determines that the proposed
        Transfer would have the effect of decreasing the value of the Building or
        increasing the expenses associated with operating, maintaining and repairing
        the
        Property.  In no event may Tenant publicly offer or advertise all or
        any portion of the Premises for assignment or sublease at a rental less than
        that then sought by Landlord for a direct lease (non-sublease) of comparable
        space in the Project or Building.

       

      17.3           Excess
        Consideration.  If Landlord consents to the Transfer, Tenant shall
        pay to Landlord as additional rent, within ten (10) days after receipt by
        Tenant, any consideration paid by the Transferee for the Transfer,
        including,
        in
        the case of a sublease, the excess of the rent and other consideration payable
        by the subtenant over the amount of Base Rent and Additional Rent payable
        hereunder applicable to the subleases space.

       

      17.4           No
        Release Of Tenant.  No consent by Landlord to any Transfer shall
        relieve Tenant of any obligation to be performed by Tenant under this Lease,
        whether occurring before or after such consent, assignment, subletting or
        other
        Transfer.  Each Transferee shall be jointly and severally liable with
        Tenant (and Tenant shall be jointly and severally liable with Transferee)
        for
        the payment of rent (or, in the case of a sublease, rent in the amount set
        forth
        in the sublease) and for the performance of all other terms and provisions
        of
        this Lease.  The consent by Landlord to any Transfer shall not relieve
        Tenant from the obligation to obtain Landlord's express prior written consent
        to
        any subsequent Transfer by Tenant.  The acceptance of rent by Landlord
        from any other person shall not be deemed to be a waiver by Landlord of any
        provision of this Lease or to be a consent to any Transfer.

       

       

      
        
           

        

        
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      17.5.    
             Expenses and Attorneys'
        Fees.   Tenant shall pay to Landlord on demand all costs and
        expenses (including reasonable attorneys' fees) incurred by Landlord on
        connection with reviewing or consenting to any proposed Transfer (including
        any
        request for consent to, or any waiver of Landlord's rights in connection
        with,
        any security interest in any of Tenant's property at the Premises).

       

      17.6           Effectiveness
        of Transfer.  Prior to the date on which any permitted Transfer
        becomes effective, Tenant shall deliver to Landlord a counterpart of the
        fully
        executed Transfer document and obtain Landlord's standard form of Consent
        to
        Assignment or Consent to Sublease executed by Tenant, Transferee and consented
        by Landlord in which each of Tenant and the Transferee confirms its obligations
        pursuant to this Lease.  Failure or refusal of a Transferee to execute
        any such instruments shall not release or discharge the Transferee from
        liability as provided herein but shall prohibit Transferee from taking
        possession or residing in the suite. Violation of this requirement of the
        Lease
        shall result in a default pursuant to Section 14 of the lease by Tenant and
        Transferee. The voluntary, involuntary or other surrender of the Lease by
        Tenant, or a mutual cancellation by Landlord and Tenant and any such surrender
        or cancellation shall, at the option of Landlord, either terminate all or
        any
        existing subleases or operate as an assignment to Landlord of any or all
        such
        subleases.

       

      17.7           Landlord's
        Right to Space.  Notwithstanding any of the above provisions of
        this Section to the contrary, if Tenant notifies Landlord that it desires
        to
        enter into a Transfer, Landlord, in lieu of consenting to such Transfer,
        may
        elect (x) in the case of an assignment or a subleases of the entire Premises,
        to
        terminate this lease, or (y) in the case of a sublease of less than the entire
        Premises, to terminate this Lease as it relates to the space proposed to
        be
        subleased by Tenant.  In such event, this Lease will terminate (or the
        space proposed to be subleased will be removed from the Premises subject
        to this
        Lease and the base Rent and Tenant's Share under this Lease shall be
        proportionately reduced) on the date the Transfer was proposed to be effective,
        and Landlord may lease such space to any party, including the prospective
        Transferee identified by Tenant.

       

      17.8           Assignment
        of Sublease Rents.   Tenant hereby absolutely and irrevocably
        assigns to Landlord any and all rights to receive rent and other consideration
        from any sublease and agrees that Landlord, as assignee or as attorney-in-fact
        for tenant for purposes hereof, or a receiver for Tenant appointed on Landlord's
        application may (but shall not be obligated to) collect such rents and other
        consideration and apply the same toward Tenant's obligations to Landlord
        under
        this Lease; provided, however, that Landlord grants to tenant at all times
        prior
        to occurrence of any breach or default by Tenant a revocable license to collect
        such rents (which license shall automatically and without notice be and be
        deemed to have been revoked and terminated immediately upon any  event
        of Default).

       

                     17.9           Transfer
        by Transferee.  Transferee, Sublessee or Assignee shall not have a
        right to further transfer, assign or sublet the premises. Any further transfer,
        assignment or sublet by a Transferee, Sublessee or Assignee shall be a default
        of the Lease pursuant to Section 14 of the Lease.

      


      18.  TRANSFER
        OF LANDLORD'S INTEREST:  In the event of
        any transfer of Landlord's interest in the Building or Premises, other than
        a
        transfer for security purposes only, the transferor shall be automatically
        relieved of any and all obligations and liabilities on the part of Landlord
        accruing from and after the date of such transfer, including, without
        limitation, the obligation of Landlord to return the Security Deposit as
        provided in this Lease; provided that the transferor shall, within a reasonable
        time, transfer any Security Deposit then held by Landlord, or any portion
        thereof remaining after proper deductions therefrom, to the transferee and
        shall
        thereafter notify Tenant of such transfer, of any claims made against the
        Security Deposit, and of the transferee's name and address, by written notice
        delivered personally (in which case Tenant shall acknowledge receipt of such
        notice by signing Landlord's copy of such notice) or by regis­tered or
        certified mail. Nothing herein shall extinguish the Tenant's right of attornment
        with Transferee.

      


      19.  HOLDING
        OVER:  If Tenant holds over after the expiration or earlier
        termination of the Term, the Annual Basic Rent rental value of the Premises
        shall be 150% for the first two (2) months and 200% thereafter of the Annual
        Basic Rent rate in effect upon the date of such expiration (subject to
        adjustment as provided in Paragraph 5 and/or Exhibit "G" hereof and prorated
        on
        a daily basis). Acceptance by Landlord of rent after such expiration or earlier
        termination shall not result in a renewal. The foregoing provisions of this
        paragraph are in addition to and do not affect Landlord's right of re-entry
        or
        any other rights of Landlord hereunder or as otherwise provided by
        law.

      


      20.  NOTICES:  Any
        notice required or permitted to be given hereunder must be in writing and
        may be
        given by personal delivery or by mail, and if given by mail shall be deemed
        given if sent by registered or certified mail addressed to Tenant at the
        Building, or to Landlord at the addresses set forth in the Fundamental Lease
        Provisions.  Landlord may by written notice to Tenant specify a
        different address for notice purposes.

      


      21.  QUIET
        ENJOYMENT:  Landlord covenants that Tenant, upon paying the
        rent and performing the covenants of this Lease on Tenant's part to be
        performed, shall and may peaceably and quietly have, hold and enjoy the Premises
        for the term of this Lease as against Landlord and Landlord's
        representative.

       

       

      
        
           

        

        
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      22.  PERFORMANCE
BY
        TENANT:  (a) All covenants to
        be performed by Tenant shall be performed at Tenant's sole cost and ex­pense
        and without any abatement of rent. If Tenant shall fail to pay any sum of
        money,
        other than rent, required to be paid by it hereunder or shall fail to perform
        any other act on its part to be performed hereunder, and such failure shall
        continue for ten (10) days after notice thereof by Landlord, Landlord may,
        without releasing Tenant from any obligations, but shall not be obligated
        to,
        make any such payment or perform any such other act on Tenant's part to be
        made
        or performed. All sums so paid by Landlord, as well as any un­paid rent, and
        all necessary incidental costs shall bear interest thereon at an annual rate
        two
        (2) percentage points above the prime annual interest rate of the Wells Fargo
        of
        Arizona in effect at the due date (but not more than the maximum contractual
        rate permissible by law), from the date of such payment by Landlord or the
        rental due date and shall be payable to Landlord on demand.

       

      (b)
        In
        addition to the accrual of interest as set forth in the preceding Article
        22(a),
        Tenant hereby acknowledges that late pay­ment by Tenant to Landlord of rent
        or other sums due hereunder will cause Landlord to incur costs not contemplated
        by this Lease, the exact amount of which will be extremely difficult to
        ascertain. Accordingly, if any installment of rent or of a sum due from Tenant
        shall not be received by Landlord or Landlord's designated representative
        within
        ten (10) days after said amount is past due, then Tenant shall pay to Landlord
        a
        recurring monthly late charge equal to ten percent (10%) of such overdue
        amount.
        The parties hereby agree that such late charges repre­sent a fair and
        reasonable estimate of the costs that Landlord will incur by reason of the
        late
        payment by Tenant.  Acceptance of such late charges by the Landlord
        shall in no event constitute a waiver of Tenant's default with respect to
        such
        over due amount, nor prevent Landlord from exercising any of the other rights
        and remedies granted hereunder.

      


      23.  TENANT'S
        FURTHER OBLIGATION:  Except for ordinary wear and as
        otherwise provided in this Lease, Tenant shall, at Tenant's expense, keep
        in
        good order, condition and repair the interior of the Premises and shall promptly
        and adequately repair all damage to the interior of the Premises and replace
        or
        repair all glass, fixtures, equipment and appurtenances therein damaged or
        broken, under the supervision and with the approval of Landlord and, if Tenant
        does not do so, Landlord may, but need not, make such repairs and replacements
        and if Landlord does so Tenant shall pay Landlord the cost thereof promptly
        upon
        demand, as additional rent hereunder.

       

      23.1
        Tenant shall comply with all laws, ordinances, rules, regulations, orders
        and
        directives of governmental and quasi-governmental bodies and authorities
        having
        jurisdiction over Tenant and the Premises from time to time and shall obtain
        and
        keep in ef­fect all licenses, permits and other authorizations required with
        respect to the business or businesses conducted by Tenant within or from
        the
        Premises. Tenant and its employees, agents, licensees and guests shall also
        comply with the rules and regulations which Landlord has adopted, any reasonable
        amendments thereto, and such other reasonable rules and regulations which
        Landlord may adopt from time to time for the protection and welfare of the
        Building and its tenants and occupants; provided that Tenant shall not be
        responsible for com­pliance with any rule or regulation adopted by Landlord
        unless or until Tenant is furnished with a copy thereof. The present rules
        and
        regulations for the Building are attached hereto as Exhibit "I". Landlord
        shall
        have no liability to Tenant for the failure of any other tenant in the Building
        to observe the rules and regulations.

      
               
        24.  TERMINATION, NO WAIVER, NO ORAL CHANGE:  No
        provision of this lease shall be deemed to have been waived by Landlord,
        unless
        such waiver be in writing signed by Landlord.  No payment by Tenant or
        receipt by Landlord of a lesser amount than the monthly rent herein stipulated
        shall be deemed to be other than on account of the earliest stipulated rent,
        nor
        shall any endorsement or statement on any check or any letter accompanying
        any
        check or payments rent be deemed an accord and satisfaction, and Landlord
        may
        accept such check or payment without prejudice to Landlord's right to recover
        the balance of such rent or pursue any other remedy in this lease
        provided.

      


      25.  MORTGAGE
        PROTECTION:  In the event of any default on the part of
        Landlord, Tenant will give notice by registered or certified mail to any
        beneficiary of a deed of trust or mortgagee of a mortgage covering the Premises
        whose address shall have been fur­nished it, and shall offer such
        beneficiary or mortgagee a reasonable opportunity to cure the default, including
        time to obtain possession of the Premises by power of sale or a judicial
        foreclosure, if such should prove necessary to effect a cure.

      


      26.  IDENTIFICATION
        OF TENANT: If more than one person executes this Lease as Tenant, (a)
        each of them is jointly and severally liable for performing all of the terms
        of
        this Lease, to be performed by Tenant, and (b) the act of any one or more
        of
        them, with respect to the tenancy of this Lease, including, but not limited
        to,
        any renewal, extension, expiration, termination or modification of this Lease,
        shall be binding upon each and all of the persons executing this Lease as
        Tenant
        with the same force and effect as if each and all of them has so
        acted.

      


      27.  EXAMINATION
        OF LEASE:  Submission of this instrument for examination or
        signature by Tenant does not constitute a reservation of or option for Lease,
        and it is not effective as a Lease or otherwise until execution by and delivery
        to both Landlord and Tenant.

      


      28.  TIME:  Time
        is of the essence with respect to the performance of every provision of this
        Lease in which time or performance is a factor.

      


      29.  PRIOR
        AGREEMENTS AND AMENDMENTS: This Lease contains all of the agreements of
        the parties hereto with respect to any matter covered or mentioned in this
        Lease, and no prior agreement or understanding pertaining to any such matter
        shall be effective for any purpose. No provision of this Lease may be amended
        or
        added to except by an agreement in writing signed by the parties hereto or
        their
        respective successors in interest.

      


      30.  SEPARABILITY:  Any
        provision of this Lease which shall prove to be invalid, void or illegal
        in no
        way affects, impairs or in­validates any other provision hereof, and such
        other provision shall remain in full force and effect.

       

       

      
        
           

        

        
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      31.  RECORDING:  Neither
        Landlord nor Tenant shall
        record this Lease or a short form memorandum thereof without the consent
        of the
        other.

      


      32.  LIMITATION
        OF LIABILITY:  In consideration of the benefits accruing
        hereunder, Tenant and all successors and assigns covenant and agree that,
        in the
        event of any actual or alleged failure, breach or default hereunder by
        Landlord:

       

      (a)
        The
        sole and exclusive remedy shall be against Landlord's leasehold estate in
        the
        Project;

      (b)
        No
        partner or shareholder of Landlord shall be sued or named as a party in any
        suit
        or action (except as may be necessary to secure jurisdiction);

      (c)
        No
        service of process shall be made against any partner or shareholder of Landlord
        (except as may be necessary to secure jurisdiction);

      (d)
        No
        partner or shareholder of Landlord shall be required to answer or otherwise
        plead to any service of process;

      (e)
        No
        judgment will be taken against any partner or shareholder of
        Landlord;

      (f)
        Any
        judgment taken against any partner or shareholder of Landlord may be vacated
        and
        set aside at any time nunc pro tunc;

      (g)
        No
        writ of execution will ever be levied against the assets of any partner or
        shareholder of Landlord;

      (h)
        These
        covenants and agreements are enforceable both by Landlord and also by any
        partner or share holder of Landlord.  Tenant agrees that each of the
        foregoing covenants and agreements shall be applicable to any covenants or
        agreement either expressly con­tained in this Lease or imposed by statute or
        at common law.

      


      33.  CONSENT
        OF LANDLORD AND TENANT:  In the event of the failure of
        Landlord or Tenant to give any consent or ap­proval required herein, if it
        is either provided herein or held to be that any such consent or approval
        shall
        not be unreasonably withheld or delayed, the requesting party shall be entitled
        to seek specific performance at law and shall have such other remedies as
        are
        reserved to it under this Lease, but in no event shall Landlord or Tenant
        be
        responsible for damages to anyone for such failure to give consent or
        ap­proval.

      


      34.  WAIVER
        OF TRIAL BY JURY AND COUNTERCLAIMS:  The respective parties
        hereto shall and they hereby do waive trial by jury in any action or proceeding
        brought by either of the parties hereto against the other on any matter
        whatsoever arising out of or in any way connected with this lease, the
        relationship of Landlord and Tenant, Tenant's use or occupancy of demised
        premises, or any claim of injury or damage, or the enforcement of any remedy
        under any statute, emergency or otherwise.  In the event Landlord
        commences any proceedings for nonpayment of rent or other sums due hereunder,
        Tenant shall not, and Tenant hereby waives any right to interpose any
        counterclaim of whatever nature or description in any such
        proceedings.  Such waiver shall not, however, be construed as a waive
        of Tenant's rights to assert such claims in any separate action or actions
        brought by Tenant.

      


      35.  ESTOPPEL
        CERTIFICATE BY LESSEE:  At any time and from time to time,
        upon not less than 15 days prior written request by Landlord, Tenant shall
        execute, acknowledge and deliver to Landlord a statement in writing certifying
        that this Lease is unmodified and in full force and effect (or if there have
        been modifications, that this Lease is in full force and effect as modified
        and
        stating the modifications), the amount of any security posted by Tenant,
        the
        dates to which the rent and other charges have been paid in advance, and
        any
        increases or decreases of rent that are anticipated, it being intended that
        any
        such statement delivered pursuant to this Section 35 may be relied upon by
        any
        purchaser of the fee or mortgagee or beneficiary or assignee of any mortgage
        or
        trust deed upon the fee of the Build­ing or Premises.

      


      36.  SUBORDINATION
        AND ATTORNMENT:  This Lease is and at all times shall be
        subject and subordinate to any ground or un­derlying leases, mortgages,
        trust deeds or like encumbrances, which may now or hereafter affect the Building
        or Premises, and to all renewals, modifications, consolidations, replacements
        and extensions of any such lease, mortgage, trust deed or like encumbrance.
        This
        clause shall be self-operative and no further instrument of subordination
        shall
        be required in order to effectuate the subordination. Tenant nonetheless
        agrees
        that, at the request of Landlord or any party of a ground or underlying lease
        or
        any holder of a note secured by a mortgagor like encumbrance, Tenant will
        execute any certificate or document reflecting the subordination of this
        Lease
        to such ground or underlying lease or to the lien of any mortgage or like
        encumbrance now or hereafter placed upon the Building or Premises. In the
        event
        of the sale of the Building upon foreclosure, Tenant agrees, upon the written
        request of the purchaser or transferee, to attorn to the purchaser or transferee
        and recognize the purchaser or transferee as the Landlord under this Lease
        and
        to continue to be bound by the terms of this Lease. Tenant agrees if requested
        by Landlord to promptly execute any Subordination, Attornment or Estoppel
        Agreement required by Landlord's mortgage company or lender.  Failure
        of Tenant to do so constitutes a material breach of this lease and will operate
        as a default by the Tenant and landlord without further notice may proceed
        under
        Section 14 of this lease.

       

       

      
        
           

        

        
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      37.  RIGHTS
RESERVED
        TO LANDLORD: All
        portions of the
        Building are reserved to Landlord except the Premises and the in­side
        surfaces of all walls, windows and doors bounding in the Premises, including
        exterior building walls, core corridor walls and doors and any core corridor
        entrance. Landlord also reserves any space in or adjacent to the Premises
        uses
        for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other
        utilities, sinks or other building facilities, and the use thereof, as well
        as
        the right to access thereto through the Premises for the purposes of operation,
        maintenance, decoration and repair.

       

      37.1
        Landlord shall have the following rights exercisable without notice and without
        liability to Tenant for damage or injury to property, person or business
        (all
        claims for damage being hereby released), and without effecting an eviction
        or
        disturbance of Tenant's use or possession or giving rise to any claim for
        the
        setting off or abatement of rent.

       

      (a)
        To
        enter the Premises at all reasonable times during the term of this Lease
        for the
        purpose of inspecting the same, exhibiting the Premises to prospective tenants,
        purchasers or others, or making such repairs or replacements therein as may
        be
        required by this Lease or as Landlord may deem appropriate; provided that
        Landlord shall use all reasonable efforts not to disturb Tenant's use and
        occupancy and shall, when practical, give Tenant prior notice of such
        entry.

      (b)
        To
        change the name or street address of the Premises or Building.

      (c)
        To
        install and maintain signs on the exterior and interior of the Building,
        except
        within the Premises.

      (d)
        To
        have pass keys to the Premises.

      (e)
        To
        decorate, remodel, repair, alter or otherwise prepare the Premises for
        re-occupancy during the last 6 months of the term hereof if, during or prior
        to
        such time, Tenant has vacated the Premises, or at any time after Tenant abandons
        the Premises.

      (f)
        To
        have access to all mail chutes according to the rules of the United States
        Postal Service.

      (g)
        To do
        or permit to be done any work in or about the exterior of the Building or
        any
        adjacent or nearby building, land, street or alley.

      (h)
        To
        grant to anyone the exclusive right to conduct any business or render any
        service in the Building, provided such exclusive right shall not operate
        to
        exclude Tenant from the use expressly permitted by this Lease.

      


      38.  UTILITIES
        AND
        SERVICES: Provided
        that Tenant is
        not in default hereunder, Landlord shall through Arizona Public Service see
        that
        electrical service is provided to the Premises during reasonable hours of
        generally recognized business days, subject to the conditions and in accordance
        with the standards set forth in Exhibit "J" reasonable quantities of electric
        current for normal lighting and fractional horsepower office machines, provided
        that Arizona Public Service, (APS) is supplying the required electrical service
        to the building.  Landlord is not responsible for any damage or
        disruption to tenant's equipment, property or business caused by APS electrical
        power failures or surges, which are beyond the reasonable control of the
        Landlord.  The Landlord will provide water for lavatory and drinking
        purposes and heat and air conditioning as required in Landlord's judgment
        for the comfortable
        use and occupation of the Premises during regular business
        hours.  Landlord will also provide janitorial service and elevator
        service by nonattended automatic elevators.  Landlord shall not be
        liable for and Tenant shall not be entitled to any abatement or reduction
        of
        rent by reason of Landlord's failure
        to
        furnish or provide any of the foregoing when such failure is caused by accident,
        breakage, repairs, strikes, lockouts or other labor disturbance or labor
        disputes of any character, or for any other cause beyond Landlord's reasonable
        control.

      


      39.  WAIVER
        AND
        INDEMNIFICATION: The
        waiver by Landlord of
        any breach of any term herein contained shall not be deemed to be a waiver
        of
        any subsequent breach of the same or any other term herein contained, nor
        shall
        any custom or practice which may grow up between the parties in the
        administration of the terms hereof be deemed a waiver of, or in any way affect,
        the right of Landlord to insist upon the performance by Tenant in strict
        accordance with said terms. The subsequent acceptance of rent hereunder by
        Landlord shall not be deemed to be a waiver of any preceding breach by Tenant
        of
        any term of this Lease, other than the failure of Tenant to pay the
        par­ticular rent so accepted, regardless of Landlord's knowledge of such
        preceding breach at the time of acceptance to such rent.

       

      39.1
        Tenant as a material part of the consideration to Landlord assumes all risk
        of
        and waives all claims it will or may have against Landlord, its agents and
        employees for interference with business and/or business relationship,
        interference with contract, damage to, theft, loss of property or injury
        or loss
        of life sustained by Tenant or any occupant or other person resulting from
        any
        accident, occur­rence or happening in the Building or on the Premises or
        defects in or the condition of the Building or Premises resulting directly
        or
        in­directly from any act or omission of Tenant or any other person or force
        whatsoever.  Provided such assumption and waiver of all claims shall
        not apply to claims for property damage, injury or loss of life proximately
        caused by the willful or intentional misconduct of Landlord, its agents and
        employees.

       

      39.2
        Tenant, as a material part of the consideration to Landlord, shall indemnify
        and
        save and hold harmless Landlord against and from any and all claims arising
        from
        and out of Tenant's use of the Building and Premises or the conduct of Tenant's
        business or from any activity, work or thing done, permitted or suffered
        by the
        Tenant in or about the Building and Premises and in case any action or
        proceeding be brought against Landlord, its agents or employees by reason
        thereof, Tenant upon notice from Landlord shall defend the same at Tenant's
        sole
        expense by counsel approved by Landlord.  Tenant assumes all risk of
        damage to property or injury or death the per­sons in, on or about the
        Building and Premises from any cause whatsoever except what is caused by
        the
        failure of Landlord to observe any of the terms and conditions of this lease
        and
        such failure has persisted for an unreasonable length of time after written
        notice of such failure and tenant waives all claims in respect thereof against
        Landlord.

       

       

      
        
           

        

        
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      40.  DAMAGE
TO
        TENANTS' PROPERTY: Notwithstanding
        the
        provisions of Paragraph 39, inclusive of all subparagraphs, to the contrary,
        Landlord shall not be liable for any damage to property entrusted to employees
        of the Building, or for loss of or damage to any property by
        theft.  Tenant shall give prompt notice to Landlord in case of fire or
        accidents in the Premises or in the Building.

      


      41.  INSURANCE: Tenant
        shall procure and
        shall maintain in effect, at Tenant's sole cost and expense throughout the
        term
        of this Lease, including any extensions and renewals thereof, public liability
        and property damage insurance against claims for bodily injury, death or
        property damage occurring upon or about the Premises or Building, in each
        case
        naming Landlord as an additional insured and, upon request by Landlord, naming
        the holder of any mortgage, deed of trust or like encumbrance or the lessor
        under any underlying lease cover­ing the Building as additional insured,
        with a limit of liability of not less than $500,000.00 per person and
        $1,000,000.00 per occurrence. Without hereby implying any authorization therefor
        unless otherwise specifically contemplated herein, if at any time during
        the
        term hereof, any alcoholic beverages of any nature are served in the Premises,
        Tenant shall also maintain a liquor liability insurance policy with a limit
        of
        liability of not less than $500,000.00. Such policies of insurance shall
        be with
        insurance companies acceptable to Landlord, and shall be evidenced by
        certificates of insurance delivered to Landlord from time to time showing
        such
        insurance to be at all times prepaid and in full force and effect and providing
        that such insurance cannot be canceled or modified upon less than 30 days
        prior
        written notice to Landlord. If at any time Tenant has not provided Landlord
        with
        a then currently effective certificate of insurance acceptable to Landlord
        as to
        any insurance required to be maintained by Tenant as specified above, Landlord
        may, without further inquiry as to whether such in­surance is actually in
        force, obtain such a policy and Tenant shall reimburse Landlord for the cost
        thereof upon demand as additional rent hereunder.

       

      41.1
        Landlord and Tenant, each on behalf of itself, its agents, employees,
        contractors, representatives, affiliates, successors in inter­est, licensees
        or guests, hereby waives any right of recovery which each of its agents,
        employees, contractors, representatives, affiliates, successors in interest,
        licensees or guests may have against the other or its agents, employees,
        contractors, representatives, affiliates, suc­cessors in interest, licensees
        or guests for any losses or claimed losses that are caused by or result from
        risks insured against under any policy or policies of insurance in force
        at the
        time of such loss or claimed loss; provided that such waiver of subrogation
        does
        not impose any additional premium upon the party so giving it. If any additional
        premium would be incurred by reason of such waiver of subrogation, the party
        upon whom such additional premium would be imposed shall promptly notify
        the
        other and the other party shall have the right at its option, to pay such
        additional amount, in which event the waiver of subrogation shall remain
        in
        effect. If the other party does not notify the party which would incur such
        additional premium with reasonable promptness following receipt of the notice
        informing of the additional premium, the party would incur such additional
        premium shall be free to terminate such waiver of subrogation if it so
        elects.

      


      42.  PREPARATION
        OF
        PREMISES: The
        respective obligations
        of Landlord and Tenant with regard to preparing the premises for use by Tenant
        shall be set forth in Exhibit "F" attached hereto and incorporated herein
        by
        this reference.

      


      43.  FIXTURES,
        TENANT
        IMPROVEMENTS AND ALTERATIONS: Except
        as otherwise
        provided in any Rider attached hereto, as Exhibit F, all additional
        improvements, fixtures and/or equipment which Tenant may install or place
        in or
        about the Premises, and all al­terations, repairs or changes to the
        Premises, and all signs installed in, on or about the Premises, from time
        to
        time, shall be at the sole cost of Tenant. Landlord shall be without any
        obligation in connection therewith. Tenant hereby indemnifies and holds Landlord
        harmless from any liability, cost, obligation, expense or claim of lien in
        any
        manner relating to the installation, placement, removal or financing of any
        such
        alterations, repairs, changes, improvements, fixtures and/or equipment in,
        on or
        about the Premises.

       

      43.1
        Tenant shall not alter, repair or change the Premises, nor erect any signs
        in,
        on or about the Premises, nor make installations of a permanent nature or
        in any
        manner affixed to the Building including the initial improvements contemplated
        in any Rider attached hereto, as Exhibit ­­­F, without first
        obtaining the expressed written consent of Landlord. With regard to alterations,
        repairs or changes to, or installations in, the interior of the Premises
        which
        do not affect the structural members, exterior walls, windows and doors of
        the
        Building, Landlord's consent shall not unreasonably be withheld. With regard
        to
        any such matters which may affect the structural members, exterior walls,
        windows and doors of the Building, and with regard to the installation of
        any
        signs outside the Premises, Landlord may grant or withhold its consent in
        its
        unlimited discretion.

       

      43.2
        Landlord may impose, as a condition of its consent to alterations, repairs
        or
        changes of the Premises or the erection of signs on or about the Premises,
        such
        requirements as Landlord, in its sole discretion, may deem desirable, including,
        but not limited to, the require­ment that Tenant utilize for such purposes
        only contractors, materials, mechanics and materialmen approved by Landlord
        and
        the require­ment that Tenant shall furnish Landlord with a completion and
        lien indemnity bond prior to the commencement of any work. Tenant shall
        construct such improvements, alterations or repairs in conformance with any
        and
        all applicable rules and regulations of any federal, state, county or
        municipal code or
        ordinance. In any event, a contractor of Landlord's selection shall perform
        all
        mechanical, electrical, plumbing, air conditioning, permanent partition and
        ceiling tile work under contracts let by Landlord and such work shall be
        performed at Tenant's cost except as otherwise provided in any Rider attached
        hereto as Exhibit F. In the event Tenant orders any construction, alteration,
        decorating or repair work directly from Landlord, or from the contractor
        selected by Landlord, the charges for such work shall be deemed additional
        rent
        under this Lease, payable upon billing therefor, either periodically during
        construction or upon the substantial completion of such work, at Landlord's
        option.

      


      44.  MECHANIC'S
        LIENS:Tenant agrees to
        give Landlord written notice of the commencement date of any alterations,
        improve­ments or repairs to be made in, to or upon the Premises not later
        than 15 days prior to the commencement of any such work, in order to give
        Landlord time to post notices of non-responsibility. Tenant will not permit
        any
        mechanic's, materialman's or other lien to be placed upon the Premises or
        Building or improvements therein during the term hereof; and in the event
        that
        any mechanic's, materialman's or other lien is filed against the Premises
        or
        Building or improvements therein in connection with any alteration, repair,
        improvement to change of, or installation of fixtures or equipment in the
        Premises, Tenant shall cause such lien to be released within 10 days after
        such
        filing, either by satisfaction of such claim or by posting a
        bond.  Notwithstanding the foregoing, Landlord shall have the right
        and privilege at Landlord's option of paying the amount of any such lien
        or
        claim, or any portion thereof, without inquiry as to the validity thereof,
        and
        any amounts so paid, including expenses and interest, shall be deemed additional
        rent hereunder due from Tenant to Landlord upon demand.

       

       

      
        
           

        

        
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      45.  SUBSTITUTED
PREMISES: Landlord
        reserves the
        right on thirty (30) days written notice to Tenant to substitute other premises
        within the Office Building for the Premises described above.  The
        substituted premises shall be of equal size to the Premises sub­ject to a
        variation of ten percent (10%) and shall contain comparable tenant
        improvements.  The unadjusted rental for the substituted premises
        shall be at the then current rate for such space but shall not exceed the
        Annual
        Basic Rental specified in Section 4.  All other provisions of this
        Lease Agreement, including the Base Operating Year of Lease Agreement shall
        remain in full force and effect with respect to the substituted premises,
        except
        that the percentage of the Operating Cost Excess for which Tenant is liable
        shall be proportionately reduced if the rentable area of the substituted
        premises is less than the rentable area of the original
        Premises.  Landlord shall pay all reasonable moving expenses of Tenant
        incidental to such substitution of premises.

      


      46.  NO
        REPRESENTATIONS BY LANDLORD:Neither Landlord
        nor Landlord's agents
        have made any representations or promises with respect to the Building or
        demised premises except as herein expressly set forth.  The taking of
        possession of demised premises by Tenant shall be conclusive evidence, as
        against Tenant, that Tenant accepts the same in its then "as is" condition
        and
        that demised premises and the Building were in good and satisfactory condition
        at the time such possession was so taken.

      


      47.  FORCE
        MAJEURE
        CLAUSE: Wherever
        there is provided
        in this Lease a time limitation for performance by Landlord or Tenant of
        any
        construction, repair, maintenance or service, the time provided for shall
        be
        extended for as long as and to the extent that delay in compliance with each
        limitation is due to an Act of God, governmental control or other factors
        beyond
        the reasonable control of Landlord or Tenant, respectively.

      


      48-49.  MISCELLANEOUS: No
        receipt of money by
        Landlord from Tenant after the termination of this Lease, the service of
        any
        notice, the commencement of any suit or final judgment for possession shall
        reinstate, continue or extend the term of this Lease or affect any such notice,
        demand, suit or judgment.

       

      48.1  If
        any provision of this Lease or its application to any party or circumstances
        shall be determined by any court of com­petent jurisdiction to be invalid or
        unenforceable to any extent, the remainder of this Lease or the application
        of
        such provision to such person or circumstances, other than those as to which
        it
        is so determined invalid or unenforceable to any extent, shall not be affected
        thereby and each provision hereof shall be valid and shall be enforced to
        the
        fullest extent permitted by law; and it is the intention of the parties to
        this
        Lease that in lieu of each clause or provision of this Lease that is illegal,
        invalid or unenforceable, there be added as a part of this Lease a clause
        or
        provision as similar in terms to such illegal, invalid or unenforceable clause
        or provision as may be possible and be legal, valid and
        enforceable.

       

      48.2
        The
        covenants and obligations of Tenant pursuant to this Lease shall be independent
        of performance by Landlord of the covenants and obligations of Landlord pursuant
        to this Lease, and performance by Tenant of each covenant and obligation
        of
        Tenant pur­suant to this Lease shall be a condition precedent to the duty of
        Landlord to perform the covenants and obligations of Landlord pursuant to
        this
        Lease.

       

      48.3
        The
        headings of Sections of this Lease are for convenience only and do not define,
        limit or construe the contents thereof. Reference made in this Lease to numbered
        Sections, Paragraphs and Subparagraphs shall refer to numbered Sections,
        Paragraphs or sub­paragraphs of this Lease unless otherwise
        indicated.

       

      48.4
        Where appropriate, words in the singular, including without limitation the
        words
        "Landlord" and "Tenant", include the plural, and vice versa.  Words in
        the neuter gender include the masculine and feminine genders, and vice versa,
        and words in the masculine gender include the feminine gender, and vice
        versa.

       

      48.5
        If
        there be more than one Tenant, at any time or from time to time, the obligations
        hereunder imposed upon Tenant shall be joint and several.

       

      48.6
        This
        Lease shall be governed by and interpreted in accordance with the laws of
        the
        state in which the Building is located.

       

      48.7
        All
        monetary obligations of either party hereunder to the other remaining past
        due 5
        days or more after the date specified herein for payment shall bear interest
        at
        the lesser rate of two percent (2%) in excess of the "prime rate" than being
        charged by Wells Fargo Bank of Arizona from the due date so specified until
        paid
        or the maximum rate of interest permitted by law.

       

      48.8
        This
        instrument, along with any riders, exhibits and attachments or other documents
        affixed to or referred to in this in­strument (all of which riders,
        exhibits, attachments and other documents are hereby incorporated into this
        instrument by this reference), constitutes the entire and exclusive agreement
        between Landlord and Tenant relating to the Premises and this Agreement and
        all
        said riders, exhibits and attachments and other documents may be altered,
        amended or revoked only by an instrument in writing signed by the party to
        be
        charged thereby. All prior or contemporaneous oral agreements, understandings
        and/or practices relative to the leasing of the Premises are merged herein
        or
        revoked hereby. References in this instrument to this "Lease" shall mean,
        refer
        to and include this instru­ment, and references to any covenant, condition,
        obligation and/or undertaking "herein", "hereunder" or "pursuant hereto"
        (or
        language of like import) shall mean, refer to and include the covenants,
        conditions, obligations and undertakings existing pursuant to this instrument
        and any riders, exhibits, attachments or other documents affixed to or referred
        to in this instrument. All terms defined in this instrument shall be deemed
        to
        have the same meanings in all riders, exhibits, attachments or other documents
        affixed to or referred to in this instru­ment unless the context thereof
        clearly requires the contrary.

       

       

      
        
           

        

        
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      48.9   Unless
        otherwise agreed in writing, if Tenant has dealt with any real estate broker
        or
        other person or firm with respect to leasing or renting space in the Building,
        Tenant shall be solely responsible for the payment of any fee due said broker,
        person or firm and Tenant hereby indemnifies and holds Landlord harmless
        from
        and against any liability with respect thereto.

       

      49.0   Tenant
        agrees to pay to Landlord as additional rent hereunder any taxes required
        by law
        to be paid by Tenant and col­lected from Tenant by Landlord.

       

      49.1   Submission
        of this Lease for examination even though executed by Tenant, shall not bind
        Landlord in any manner and no lease or other obligation on the part of Landlord
        shall arise until this Lease is executed and

      delivered
        by Landlord to Tenant. This Lease shall not be binding and in effect until
        a
        counterpart hereof has been executed and delivered by the parties, each to
        the
        other.

       

      49.2   Subject
        to the provisions of the Lease relating to assignment and subletting, this
        lease
        shall bind and inure to the benefit of the parties hereto and their successors
        in interest of every nature.

       

      49.3
        Tenant must schedule all moving into its Suite and moving out of its Suite
        with
        the Bay Colony Executive Center management office a minimum of seventy-two
        (72)
        hours prior to the proposed or anticipated moving date.  No moving-in
        or moving-out can be scheduled between the normal business hours of eight
        a.m.
        (8:00 a.m.) and six p.m. (6:00 p.m.) Monday through Friday.  Prior to
        the moving operation it shall be the responsibility of the Tenant to see
        that
        Tenant's movers place protective pads in all elevators used in this move
        to
        protect the elevator walls and cover all floors with protective boards and
        other
        supports of sufficient strength to prevent any damage to tile, ceramic,
        carpeting or granite floors in the building.  Tenant shall be liable
        for and must reimburse Landlord for any damage to the building, its fixtures,
        elevators and the like caused by the Tenant or its agents or movers in moving
        in
        or moving out of the building.

       

        Any
        violation of this section by Tenant by engaging in the following conduct
        shall
        subject the Tenant to a minimum fine of $1,000.00 to cover Landlord's liquidated
        damages and not as a penalty in addition to any damages caused to Landlord's
        building and/or property by Tenant's moving operations:

      a.  Moving
        into or out of the building between the hours of 8:00 a.m. to 6:00 p.m. Monday
        through Friday;

      b.  Failing
        to schedule a move into or out of the building with the management office
        so
        that the building security alarms can be regulated and/or protection to the
        building for moving can be made; and,

      c.  Failure
        to properly  place protective pads in all elevators used in the move
        and failure to properly cover all floors with boards and other supports in
        the
        area of the move so that all areas involved in the move can be
        safeguarded.

             

                   49.4
        This Lease shall be subject to the following additional Riders attached hereto
        as Exhibits and made a part hereof by reference:

      


      NAME                                                   DESCRIPTION

      


      
        	
                               
                  BAY COLONY EXECUTIVE

              	
                Main
                  body of Lease for BAY COLONY EXECUTIVE CENTER-WEST, CENTER-WEST
                  a division
                  of BC MANAGEMENT, INC., and Arizona Corporation
                  Lease

              

               
        EXHIBIT-B1                                          Floor
        Plan

      EXHIBIT-B2                                          Suite
        Map

      EXHIBIT-F                                           
        Preparation of Premises

      EXHIBIT-G                                            Rent
        Escalation Rider

      EXHIBIT-I                                            
        Rules and Regulations

      EXHIBIT-J                                            
        Standard for Utilities and Services

      


      49.5
        The
        term "Landlord" as used in this Lease, so far as covenants or obligations
        on the
        part of Landlord are concerned, shall be limited to mean and include only
        the
        owner or owners at the time in question of the Building. In the event of
        any
        transfer of title to the Building, Landlord herein named (and in the case
        of any
        subsequent transfers or conveyances the then grantor) shall be automatically
        freed and relieved, from and after the date of such transfer or conveyance,
        of
        all personal liability as respects the performance of any covenants or
        obligations on the part of Landlord contained in this Lease thereafter to
        be
        performed, provided that any funds in the hands of such Landlord, or the
        then
        grantor, at the time of such transfer in which Tenant has an interest, shall
        be
        turned over to the grantee.

       

      49.6
        Landlord may, but shall not be obligated to, cure, at any time, without notice,
        any default by Tenant under this Lease; and whenever Landlord so elects,
        all
        costs and expenses incurred by Landlord in curing a default, including, without
        limitation, reasonable attorneys' fees, together with interest on the amount
        of
        costs and expenses so incurred at the date set forth herein shall be paid
        by
        Tenant to Landlord on demand, and shall be recoverable as additional
        rent.

       

      49.7
        No
        act or thing done by Landlord or its agents during the term hereof shall
        be
        deemed an acceptance of a surrender of the Premises and no agreement to accept
        the surrender of the Premises shall be valid unless the same be made in writing
        and executed by Landlord. The mention in this Lease of any particular remedy
        shall not preclude Landlord from any other remedy Landlord might have, either
        in
        law or in equity, nor shall the waiver of or redress for any violation of
        any
        covenant or condition in this Lease contained or any of the rules and
        regulations set forth herein or hereafter adopted by Landlord prevent a
        subsequent act, which would have originally con­stituted a violation, from
        having all the force and effect of any original violation. The receipt by
        Landlord of rent with knowledge of the breach of any covenant in this Lease
        shall not be deemed a waiver of such breach. The failure of Landlord to enforce
        any of the rules and regulations set forth herein or hereafter adopted against
        Tenant and/or any other tenant in the Building notwithstanding Landlord's
        reasonable efforts to do so, shall not be deemed a waiver of such rules and
        regulations or any part thereof. The receipt by the Landlord of rent from
        any
        assignee, undertenant or occupant of the Premises shall not be deemed a waiver
        of the covenants in this Lease contained against assignment and subletting
        or an
        acceptance of the assignee, undertenant or occupant as Tenant, or a release
        of
        Tenant from the further observance or performance by Tenant to be observed
        and
        performed. No provisions of this Lease shall be deemed to have been waived
        by
        Landlord unless such waiver shall be in writing signed by Landlord. No employee
        of Landlord or its agents shall have any power to accept the surrender of
        the
        keys to the Premises prior to the termination of this Lease and operate as
        a
        termination of this Lease or a surrender of the Premises, No payment by Tenant,
        or receipt by Landlord, of a lesser amount than the rent and other amounts
        herein stipulated shall be deemed to be other than an account of the earliest
        stipulated rent, nor shall any endorsement or statement on any check or any
        letter accompanying any check, or payment as rent, be deemed an accord and
        satisfaction, and Landlord may accept such check or payment without prejudice
        to
        Landlord's right to recover the balance of such rent or pursue any other
        remedy
        available to Landlord.

       

      
        
           

        

        
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      IN
        WITNESS WHEREOF, this instrument has been duly executed by the parties hereto
        as
        of the date first above written.

      


      


      "TENANT":

      


      


      ImmuneRegen
        BioSciences, Inc.

      a
        Delaware Corporation

      


      


      By  /s/
        John N. Fermanis______________________________

      Name
        John N. Fermanis_______________________________

      Its    
        Chief Financial Officer____________________________

      


      By_______________________________________________

      Name_____________________________________________

      Its_______________________________________________

      


      


      "LANDLORD":

      


      BAY
        COLONY EXECUTIVE CENTER-WEST, A Division

      of
        BC MANAGEMENT INC.,

      an
        Arizona Corporation

      


      


      By
/s/
        Charles J. DeGrange______________________________

      Name  Charles
        J. DeGrange

      Its        President

       

      
 

      
        
           

        

        
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      EXHIBIT
        "F"

      


      PREPARATION
        OF PREMISES

      


      


      I.           Tenant
        Improvements Provided by Landlord

      


      Landlord
        agrees to provide Tenant with the following tenant improvements:

      


      
        	
                A.  

              	
                Remove
                  filing system in kitchen.  Remove elevated portion of kitchen
                  floor.  Repair/replace tile where damaged by removal of filing
                  system and leveling of floor.

              


      

      


      
        	
                B.  

              	
                Install
                  a wall with a door in the office located in the northeast corner
                  of the
                  Suite, which will divide the office into two
                  offices.

              


      

      


      
        	
                C.  

              	
                Shampoo
                  carpeting.

              


      

      


      
        	
                D.  

              	
                Touch
                  up paint where required in a professional
                  manner.

              


      

       

      II.           Improvements
        Provided at Tenant's Expense

      


      All
        tenant improvements which are additions or changes to the above specifications
        shall be provided by the Landlord and be paid for by the Tenant to the
        Landlord.

       

       

      
        
           

        

        
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      EXHIBIT
        "G"

      


      


      RENT
        ESCALATION RIDER

      


      


      1.
        Additional Rent

      


              Tenant
        covenants and agrees to pay as Additional Rental an amount equal to Tenant's
        Proportionate Share of any increase in the amount of "direct operating expenses"
        and "real estate taxes" as said terms are hereinafter defined.

      


      
        	
                A.  

              	
                    
                  "Base Year" shall mean calendar year
                  2008.

              


      

      


      
        	
                B.  

              	
                     
                  "Comparison Year" shall mean each calendar year of the Lease term
                  after
                  the Base Year.

              


      

      


      C.  "Direct
        Operating Expenses" shall mean all direct costs of operation and maintenance
        of
        the building determined by standard ac­counting practices which shall
        include the following costs by way of illustration, but shall not be limited
        to:
        labor, costs, salaries, wages, hospitalization, medical, surgical and general
        welfare benefits (including group life insurance) and pension payments of
        employees of Landlord engaged in the operation and maintenance of the Building
        of which the Premises form a part, (provided these costs do not exceed 15%
        of
        the total "Direct Operating Expenses") and the controllable ex­penses shall
        not increase by more than five percent (5%) per year. Payroll charges and/or
        taxes, workmen's compensation, insurance, electricity and other utilities
        supplied to the Premises and all other portions of the Building, lamps,
        fluorescent tubes, ballasts, steam, fuel, utility charges, water (including
        sewer and storm drainage charges and/or rental), casualty and liability
        insurance, repairs and maintenance, building and cleaning supplies, uniform
        and
        dry cleaning, window cleaning, management, accounting and legal fees, service
        con­tracts with independent contractors, telephone, telegraph, stationery,
        advertising, equipment necessary for the maintenance, repair and operation
        of
        the Building including HVAC, sprinkler and other systems, and all other expenses
        paid in connection with the operation of the Building. ("Direct Operating
        Expenses" shall not include depreciation on the Building of which the Premises
        are a part or equipment therein, loan payments, real estate brokers'
        commissions, capital expenditures or Tenant finishes expenses for other
        Tenants.)

      


      D.  "Real
        Estate Taxes" shall mean all real estate taxes, assess­ments and other
        governmental impositions and charges of every kind and nature whatsoever,
        extraordinary as well as ordinary, foreseen and unforeseen, and each and
        every
        installment thereof, which shall or may during the Lease term be levied,
        assessed, imposed, become due and payable or liens upon, or arise in connection
        with the occupancy or possession of, or become due and payable out of, or
        for
        the Building or any part thereof. If at any time during the term of this
        Lease
        the method of taxation of real estate prevailing at the time of execution
        hereof
        shall be or has been altered so as to cause the whole or any part of the
        taxes
        now or hereafter levied, assessed or imposed upon Landlord wholly or partially
        as a capital levy or measured by the rents received therefrom, then such
        new or
        altered taxes attributable to the Premises shall be deemed to be included
        within
        the term "Real Estate Taxes" for the purposes of this paragraph, except that
        such shall not be deemed to include any enhancement of said tax
        at­tributable to another income or other ownerships of Landlord. Tenant
        shall in no event be responsible to reimburse Landlord for any general income
        tax liabilities incurred by Landlord.

      


      E.  If
        the
        Direct Operating Expenses and/or Real Estate Taxes, respectively, paid or
        incurred by the Landlord for any Comparison Year on account of the operation
        or
        maintenance of the Building of which the Premises are a part are in excess
        of
        the base year, then the Tenant shall pay its proportionate share of such
        excess
        amount ("Tenant's Proportionate Share"). The Tenant's Proportionate Share
        is now
        agreed to be 4.4%.  Landlord shall endeavor to give to Tenant on or
        before the first day of May of each year following the respec­tive
        Comparison Year, a statement of the increase in rent payable by Tenant
        hereunder. Notwithstanding the foregoing, in the event Landlord shall fail
        to
        forward such statement to Tenant by May 1 of each year following the respective
        Comparison Year, such failure shall not con­stitute a waiver by Landlord to
        require an increase in rent. Upon receipt of the statement for the first
        Comparison Year, Tenant shall pay in full the total amount of increase due
        for
        the first Comparison Year. For the then current year, the amount of any such
        increase in Direct Operating Expenses estimated shall be divided into twelve
        (12) equal installments, and Tenant shall pay the Landlord concurrently with
        the
        Minimum Monthly Rent payment next due following the receipt of such statement
        of
        estimated increase in Direct Operating Expenses and Real Estate Taxes, an
        amount
        equal to one installment multiplied by the number of months from January
        in the
        calendar year in which the said statement is submitted to the month of such
        payment, both months inclusive. Subsequent installments of estimated increase
        in
        Direct Operating Expenses and Real Estate Taxes shall be payable
        con­currently with the regular Minimum Monthly Rent for the balance of that
        current Comparison Year and shall continue until the next Com­parison Year's
        statement is rendered. If the next or any succeeding Comparison Year results
        in
        a greater increase in Direct Operating Ex­penses and Real Estate Taxes than
        estimated, then upon receipt of such statement from Landlord, Tenant shall
        pay a
        lump sum equal to such actual total increase in Direct Operating Expenses
        and
        Real Estate Taxes, less the total of the monthly installments of estimated
        in­creases paid in the previous Comparison Year; thereafter until a new
        comparative statement shall be submitted to Tenant as above provided, Tenant
        shall pay, on the first day of every month with the payment of Minimum Monthly
        Rent then due, 1/12th of Tenant's Proportionate Share of such increase in
        the
        Direct Operating Expenses and Real Estate Taxes. In the event the payment
        of
        Additional Rent by Tenant in any calendar year exceeds Tenant's Proportionate
        Share for any such calen­dar year, such excess amounts shall be credited
        against the next ensu­ing payment of Additional Rent to be made by Tenant
        pursuant to the terms of this subparagraph until such credit shall have been
        fully ap­plied. In no event shall the Minimum Monthly Rent ever be reduced
        by the operation of any provision of this paragraph. Tenant, upon prior written
        notice to Landlord, shall be entitled to inspect Landlord's books and records
        for the Building to confirm any rental adjustments as contemplated
        herein.  Such right of inspection shall be limited to one inspection
        per Comparison Year and Tenant under no circumstances shall be entitled to
        withhold or delay the payment of Additional Rent until Tenant inspects or
        completes its inspection of Landlord's books and records.

      
         

        F.  Even
          though the term of the original Lease has expired and Tenant has vacated
          the
          Premises, when the final determination is made of Tenant's share of Direct
          Operating Expenses and/or Real Estate Taxes for the year in which this
          Lease
          terminates, Tenant shall immediately pay any increase due over the estimated
          amounts paid and conversely any overpayment made in the event said expenses
          decrease shall be rebated by Landlord to Tenant.

        


        G.  In
          the
          event the Commencement Date of this Lease shall be a day other than the
          first
          day of the year or if the term of this Lease shall expire or be terminated
          on a
          day other than the last day of the year, then the Additional Rent due hereunder
          for the then current year may be estimated by Landlord in its discretion
          and
          shall be prorated and Payable by Tenant upon Landlord's demand.

        


        Notwithstanding
          the foregoing, in the event the Direct Operating Expenses and/or Real Estate
          Taxes for any Comparison Year are less than as stated in Subparagraph 1.E.,
          above, Tenant shall not be entitled to any refunds, rebates, rent reductions
          or
          any other con­sideration and shall be required to otherwise fully comply
          with the terms hereof.

         

      

      
        
           

        

        
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      EXHIBIT
        "I"

      


      RULES
        AND REGULATIONS

      


      1.  Tenant
        shall not obstruct or interfere with the rights of other tenants of the Building
        or Complex or of persons having business in the Building or Complex or in
        any
        way injure or annoy such tenants or persons.

      


      2.  Tenant
        shall not commit any act or permit anything in or about the Building or Complex
        which shall or might subject Landlord to any liability or responsibility
        for
        injury to any person or property by reason of any business or operation being
        carried on in or about the Building or Complex, or for any other
        reason.

      


      3.  Tenant
        shall not use the Building for lodging, sleeping, cooking, or for any immoral
        or
        illegal purpose or for any purpose that will damage the Building or Complex,
        or
        the reputation thereof, or for any purposes other than those specified in
        the
        Lease.

      


      4.  Canvassing,
        soliciting, and peddling in the Building and Complex are prohibited, and
        Tenant
        shall cooperate to prevent such activities.

      


      5.  Tenant
        shall not bring or keep within the Building any animal, bicycle, or
        motorcycle.

      


      6.  Tenant
        shall not conduct mechanical or manufacturing opera­tions, cook or prepare
        food (except as outlined in paragraph 8 of this Lease), or place or use any
        inflammable, combustible explosive, or hazardous fluid, chemical, device,
        substance or material in or about the Building without the prior written
        consent
        of Landlord. Tenant shall comply with all statutes, ordinances, rules, orders,
        regulations and requirements imposed by governmental or quasi-governmental
        authorities in connection with fire and panic safety and fire prevention
        and
        shall not commit any act or permit any object to be brought or kept in the
        Building, which shall result in a change of the rating of the Building by
        the
        Insurance Services Officer or any similar person or entity. Tenant shall
        not
        commit any act or permit any object to be brought or kept in the Building,
        which
        shall increase the rate of fire insurance on the Building or on the property
        therein.

      


      7.  Tenant
        shall not use the Building for manufacturing or for the storage of goods,
        wares
        or merchandise, except as such storage may be incidental to the use of the
        Premises for general office purposes and except in such portions of the Premises
        as may be specifically designated by Landlord for such storage. Tenant shall
        not
        occupy the Building or permit any portion of the Building to be occupied
        for the
        manufacture or direct sale of liquor, narcotics, or tobacco in any form,
        or as a
        medical office, barber shop, manicure shop, music or dance studio or employment
        agency. Tenant shall not conduct in or about the Building any auction, public
        or
        private, without the prior written approval of the Landlord.

      


      8.  Tenant
        shall not install or use in the Building any air conditioning unit, engine,
        boiler, generator, machinery, heating unit, stove, water cooler, ventilator,
        radiator, vending machine, pop machine, beer machine, cooling machine or
        any
        other similar ap­paratus without the expressed prior written consent of
        Landlord, and then only as Landlord may direct.

      


      9.  Tenant
        shall not use in the Building any machines, other than the standard office
        machines such as pc computers, typewriters, calculators, copying machines
        and
        similar machines, without the expressed prior written consent of Landlord.
        All
        office equipment and any other device of any electrical or mechanical nature
        shall be placed by Tenant in the Premises in settings approved by the Landlord,
        so as to absorb or prevent any vibration, noise, or annoyance, Tenant shall
        not
        cause im­proper noises, vibrations, or odors within the
        Building.

      


      10.  Tenant
        shall move all freight, supplies, furniture, fixtures, and other personal
        property into, within and out of the Building only at such times and through
        such entrances as may be designated by Landlord, and such movement of such
        items
        shall be under the supervi­sion of Landlord. Landlord reserves the right to
        inspect all such freight, supplies, furniture, fixtures and other personal
        property to be brought into the Building and to exclude from the Building
        all
        such objects which violate any of these rules and regulations or the
        provi­sions of the Lease. Tenant shall not move or install such objects in
        or about the Building in such a fashion as to unreasonably obstruct the
        activities of the other tenants, and all such moving shall be at the sole
        expense, risk, and responsibility of Tenant. Tenant shall not use in the
        delivery, receipt or other movement of freight, supplies, furniture, fixtures,
        and other personal property to, from, or within the Building, any hand trucks
        other than those equipped with rubber tires and side guards.

      


      11.  Tenant
        shall not place within the Building any safes, copying machines, computer
        equipment or other objects of unusual size or weight, other than standard
        customary computer and office equipment. Tenant shall not place within the
        Building any objects which exceed the floor weight specifications of the
        Building without the expressed prior written consent of Landlord. The placement
        and positioning of all such objects within the Building shall be prescribed
        by
        Landlord and such objects shall, in all cases, be placed upon plates or footings
        of such size as shall be prescribed by Landlord.

      


      12.  Tenant
        shall not deposit any trash, refuse, cigarettes, or other substances of any
        kind
        within or out of the Building except in the refuse containers provided
        therefore. Tenant shall not introduce into the Building any substance which
        might add an undue burden to the cleaning or maintenance of the Premises
        of the
        Building. Tenant shall exercise its best efforts to keep the sidewalks,
        entrances, passages, courts, lobby areas, garages or parking areas, elevators,
        es­calators, stairways, vestibules, public corridors and halls in and about
        the Building (hereinafter "Common Areas") clean and free from
        rubbish.

      


       

      
        
           

        

        
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      13.  Tenant
        shall use the Common Areas only as a means of ingress and egress, and Tenant
        shall permit no loitering by any persons upon Common Areas or elsewhere within
        the Building. The Common Areas and roof of the Building are not for the use
        of
        the general public, and Landlord shall, in all cases, retain the right to
        control or prevent access thereto by all persons whose presence in the judgment
        of the Landlord, shall be prejudicial to the safety, character, reputation
        or
        interest of the Building and its tenants. Tenant shall not enter the mechanical
        rooms, air conditioning rooms, electrical closets, janitorial closets, or
        similar areas or go upon the roof of the Building without the expressed prior
        written consent of the Landlord.

      


      14.  Landlord
        reserves the right to exclude or expel from the Building any person, who,
        in the
        judgment of Landlord, is intoxicated or under the influence of liquor or
        drugs
        or who shall in any manner act in violation of the rules and regulations
        of the
        Building.

      


      15.  Landlord
        shall have the right to designate the area or areas, if any, in which Tenant
        and
        Tenant's servants, employees, contractors, jobbers, agents, licensees, invitees,
        guests and visitors may park vehicles, and Tenant and its servants, employees,
        contractors, jobbers, agents, licensees, invitees, guests and visitors shall
        observe and comply with all driving and parking signs and markers within
        and
        about the Building. All parking ramps and areas and any pedestrian walkways,
        plazas or other public areas forming a part of the Building or the land upon
        which the Building is situated shall be under the sole and absolute control
        of
        Landlord, who shall have the right to regulate and control those
        areas.

      


      16.  Tenant
        shall not use the washrooms, restrooms and plumbing fixtures of the Building,
        and appurtenances thereto, for any other purpose than the purpose for which
        they
        were constructed, and Tenant shall not deposit any sweepings, rubbish, rags
        or
        other improper sub­stances therein. Tenant shall not waste water by
        interfering or tam­pering with the faucets or otherwise. If Tenant or
        Tenant's servants, employees, contractors, jobbers, agents, licensees, invitees,
        guests or visitors cause any damage to such washrooms, restrooms, plumbing
        fix­tures or appurtenances, such damage shall be repaired at Tenant's
        ex­pense and Landlord shall not be responsible therefor.

      


      17.  Tenant
        shall not mark, paint, drill into, cut, string wires within, or in any way
        deface any part of the Building, without the ex­pressed prior written
        consent of Landlord, and as Landlord may direct. Upon removal of any Tenant
        installed wall decorations, installations or floor coverings by Tenant, any
        damage to the walls or floors shall be repaired by Tenant at Tenant's sole
        cost
        and expense. Without limita­tion upon any of the provisions of the Lease,
        Tenant shall refer all contractors' representatives, installation technicians,
        janitorial workers and other mechanics, artisans and laborers rendering any
        serv­ice in connection with repair, maintenance or improvement of the
        Premises to Landlord for Landlord's supervision, approval and control before
        performance of any such service. This Paragraph 17 shall apply to all work
        performed in the Building, including without limitation in­stallation of
        telephones, telegraph equipment, electrical devices and attachments and
        installations of any nature affecting floors, walls, woodwork, trim, windows,
        ceilings, equipment or any other portion of the Building. Plans and
        specifications for such work, prepared at Tenant's sole expense, shall be
        submitted to Landlord and shall be sub­ject to Landlord's expressed prior
        written approval in each instance before the commencement of work. All
        installations, alterations and ad­ditions shall be constructed by Tenant or
        its contractors in a good and workmanlike manner and only grades of material
        approved by Landlord shall be used in connection therewith. The means by
        which
        telephone, telegraph and similar wires are to be introduced to the Premises
        and
        the location of telephones, call boxes and other office equipment affixed
        to the
        Premises shall be subject to the expressed prior written approval of Landlord.
        Tenant shall not lay linoleum or similar floor coverings so that the same
        shall
        come into direct con­tact with the floor of the Premises.  If
        linoleum or other similar floor covering is to be used, an interlining of
        builder's deadening felt shall be first affixed to the floor, by a paste
        or
        other material soluble in water. The use of cement or other similar adhesive
        material is expressly prohibited.

      


      18.  No
        signs, awnings, showcases, advertising devices or other projections or
        obstructions shall be attached to the outside walls of the Building or attached
        or placed upon any Common Areas without the expressed prior written consent
        of
        Landlord. No blinds, drapes or other window coverings shall be installed
        in the
        Building without the expressed prior written consent of Landlord. No sign,
        picture, adver­tisement, window display or other public display or notice
        shall be in­scribed, exhibited, painted or affixed by Tenant upon or within
        any part of the Premises in such a fashion as to be seen from the outside
        of the
        Premises or the Building without the expressed prior written consent of
        Landlord. In the event of the violation of any of the foregoing by Tenant,
        Landlord may remove the articles constituting the violation without any
        liability and Tenant shall reimburse Landlord for the expense incurred in
        such
        removal upon demand as additional rent under the Lease. Interior signs on
        doors
        and upon the Building site directory shall be subject to the expressed prior
        written ap­proval of Landlord and shall be inscribed, painted, or affixed by
        Landlord at the expense of Tenant.

      


      19.  Tenant
        shall not use the name of the building or the name of the Landlord in its
        business name, trademarks, signs, advertisements, descriptive material,
        letterhead, insignia or any other similar item without the Landlord's expressed
        prior written consent, except as may be necessary as part of the address
        for the
        premises.

      


      20.  Tenant
        shall be entitled to have its name as it appears on this lease entered upon
        the
        site Building directory by the Landlord for no cost. All entries upon the
        site
        Building directory shall be in uniform print of a size, style, and format
        selected by Landlord.  Provided that Landlord gives written approval,
        any additional names entered by Landlord on the Building directory will be
        paid
        for by tenant.

      


      21.  The
        sashes, sash doors, skylights, windows and doors that reflect or admit light
        or
        air into the Common Areas shall not be covered or obstructed by Tenant, through
        placement of objects upon windowsills or otherwise.  Tenant shall
        cooperate with the Landlord in obtaining maximum effectiveness of the cooling
        system of the Build­ing by closing drapes and other window coverings when
        the sun's rays fall upon windows of the Premises. Tenant shall not obstruct,
        alter or in any way impair the efficient operation of Landlord's heating,
        ven­tilating, air conditioning, electrical, fire, safety, or lighting
        systems, nor shall Tenant tamper with or change the setting of any thermostat
        or
        temperature control valves in the Building.

      
 

      
        
           

        

        
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      22.  Subject
        to applicable fire or other safety regulations, all doors opening into Common
        Areas and all doors upon the perimeter of the Premises shall be kept closed
        and,
        during non-business hours, locked, except when in use for ingress or egress.
        If
        Tenant uses the Premises after regular business hours or on non-business
        days,
        Tenant shall lock any entrance doors to the Building or to the Premises used
        by
        Tenant immediately after using such doors.  Tenant agrees to comply
        with all of Landlord’s security procedures and regulations for Bay Colony
        Executive Center-West.  Failure of Tenant and/or its employees and
        agents to abide by and comply with the Landlord's security procedures and
        regulations or the intentional or negligent conduct of the Tenant or its
        employees and agents which result in a violation of Landlord's security
        regulations which cause the activation of silent or audible security alarm(s)
        which result in the monitoring company's sending personnel and/or the Scottsdale
        Police to the premises for a false alarm shall require the Tenant to pay
        a
        $25.00 charge for the first false alarm, a $50.00 charge for the second
        violation and a $150.00 charge for the third and each succeeding
        violation.  Tenant's violation of this paragraph three or more times
        or the Tenant's failure to pay the security false alarm charge shall be,
        at the
        option of the Landlord, a default under the terms of the Lease.

      


      23.  Employees
        of Landlord shall not receive or carry messages for or to a Tenant or any
        other
        person, nor contract with, nor render free of paid services to Tenant or
        Tenant's servants, employees, con­tractors, jobbers, agents, invitees,
        licensees, guests or visitors. In the event any of Landlord's employees perform
        any such services, such employees shall be deemed to be the agents of Tenant
        regardless of whether or how payment is arranged for such services, and Tenant
        hereby indemnifies and holds Landlord harmless from any and all liability
        in
        connection with any such services and any associated in­jury or damage to
        property or injury or death to persons resulting therefrom.

      


      24.  All
        keys to the exterior doors of the Premises shall be ob­tained by Tenant from
        Landlord, and Tenant shall pay to Landlord a reasonable deposit, determined
        by
        Landlord from time to time for such keys. Tenant shall not make duplicate
        copies
        of such keys. Tenant shall not install additional locks or bolts of any kind
        upon any of the doors or windows of, or within, the Building, nor shall Tenant
        make any changes in existing locks or the mechanisms thereof. Tenant shall,
        upon
        the termination of its tenancy, provide Landlord with the com­binations to
        all combination locks on safes, safe cabinets and vaults and deliver to Landlord
        all keys to the Building, the Premises and all interior doors, cabinets,
        and
        other key-controlled mechanisms therein, whether or not such keys were furnished
        to Tenant by Landlord. In the event of the loss of any key furnished to Tenant
        by Landlord, Tenant shall pay to Landlord the cost of replacing the same
        or of
        changing the lock or locks opened by such lost key if Landlord shall deem
        it
        necessary to make such a change.

      


      25.  Access
        may be had by Tenant to the Common Areas and to the Premises at any time
        between
        the hours of 7:00 A.M. and 6:00 P.M., Monday through Friday, legal holidays
        excepted.  Only tenant and it's employees may have access to the
        building 24 hours a day, 7 days a week by access card provided that the Bay
        Colony Executive Center-West access agreement form is completed, executed,
        is
        approved and the proper access card deposit is made.  At other times
        access to the Building may be refused unless the person seeking admission
        is
        known to the watchman in charge, if any, and/or has a pass or is properly
        identified. Tenant shall be responsible for all persons for whom Tenant requests
        passes, and shall be liable to Landlord for all acts of such persons. Landlord
        shall in no case be liable for damages for the admission or exclusion of
        any
        person from the Building or Complex. In case of invasion, mob, riot, public
        excitement, or other commotion, Landlord reserves the right to prevent access
        to
        the Build­ing and Complex for the safety of Tenants and protection of
        property in the Building and Complex.

      


      26.  Landlord
        shall not be responsible for, and Tenant hereby in­demnifies and holds
        Landlord harmless from any liability in connection with, the loss, theft,
        misappropriation or other disappearance of fur­niture, furnishings,
        fixtures, machinery, equipment, money, jewelry or other items of personal
        property from the Premises or other parts of the Building regardless of whether
        the Premises or Building are locked at the time of such loss.

      


      27.  For
        purposes hereof, the terms "Landlord", "Tenant", "Building" and "Premises"
        are
        defined as those terms are defined in the Lease to which these Rules and
        Regulations are attached. Wherever Tenant is obligated under these Rules
        and
        Regulations to do or refrain from doing an act or thing, such obligation
        shall
        include the exercise by Tenant of its best efforts to secure compliance with
        such obligation by the servants, employees, contractors, jobbers, agents,
        invitees, licensees, guests and visitors of Tenant. The term "Building" shall
        in­clude the Premises, and any obligations of Tenant hereunder with regard
        to the Building shall apply with equal force to the Premises and to other
        parts
        of the Building.

      


      28.  The
        health club facilities are being provided by Landlord, and shall be used
        by
        Tenant and/or its employees only and no one else, with the express understanding
        and agreement that Landlord shall not be liable to Tenant or Tenant's employees
        for any personal injury, death or property damage sustained by Tenant or
        Tenant's employees arising out of the use and enjoyment of the health club
        facilities or which occur on or caused by the use of health club facilities.
        Tenant and Tenant's employees use the health club facilities at their or
        his or
        her own risk and assume the risk of any accident, occurrence, in­jury, death
        or damage of property.  The use of the health club is provided to
        tenants and it's employees at no additional charge to tenant provided that
        the
        Bay Colony Executive Center-West agreement and waiver is completed, executed
        and
        is approved.

       

      The
        hours
        for operation of the health club shall be set by the Landlord, and Tenant
        and
        Tenant's employees shall strictly adhere to these hours of operation. Prior
        to
        use of the health club facilities Tenant or its employees must fill out an
        application, sign and certify that all the information provided in this
        application is complete, true and correct and sign a health club agreement
        and
        waiver.  Upon expiration of the Tenant's lease or the termination of
        the employment of Tenant's employee, all access cards shall be promptly returned
        to Landlord.

       

                              Tenant
        agrees to indemnify, save and hold Landlord harmless from and against any
        and
        all claims, lawsuits, loss, liabilities, damages, in­cluding costs and
        attorneys' fees arising out of the occurrence whereby any injury, death and
        property damages are claimed by Tenant and any and all of Tenant's employees
        and
        other persons that the Tenant and/or Tenant's employees allow and permit
        to use
        the facilities of the health club or which arises and occurs on the premises
        and
        confines of the health club facilities.  Any Tenant, its employee or
        an individual who uses the health club facilities without following the
        Landlord's rules and without being authorized by Landlord to use the facilities
        shall be a trespasser.

      


      29.  This
        is a smoke-free building.  No cigarette, cigar, pipe or other smoking
        is permitted inside the building whether it be the premises leased, common
        areas
        including restrooms, hallways, lobby and indoor parking garage, if
        any.  Tenant agrees that Tenant, Tenant's employees and invitees shall
        comply with this no smoking restriction at all times. Tenant agrees that
        it will
        enforce compliance by its employees, agents and invitees with this Bay Colony
        Executive Center-West no smoking regulation.

       

      
        
           

        

        
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                   30.           A.  Tenant
        Employees and Corporate Underground Reserve Parking in PA and PB Parking
        Levels.  Landlord hereby licenses to Tenant seven (7)
        underground reserved parking spaces. Underground parking garages  PA
        and PB level consist of 164 number of parking spaces.  The number of
        underground reserved parking spaces available for Tenants and its employees
        shall be proportional to the rentable square feet of the tenant’s Suite in the
        Bay Colony Executive Center to the total number of parking spaces available
        in
        the building.  The tenant’s percentage is currently
        4.4%.  Landlord agrees during the lease term to provide Tenant seven
        (7) underground reserved parking spaces.  Tenant agrees during the
        lease term to use not more than the number of underground reserved spaces
        unless
        it obtains a written agreement from the Landlord to provide additional parking
        spaces.  All such parking spaces will be located in the underground
        parking garage, PA and PB level.  Tenant shall in no event permit its
        employees to park at Bay Colony Executive Center in any areas other than
        within
        the assigned parking spaces in the underground parking garage, and Tenant
        acknowledges that in the event Tenant or its employees park in any areas
        other
        than in the assigned parking spaces in the underground parking garage, Landlord
        shall be entitled to exercise any right or remedy that Landlord may have
        in
        connection therewith including, without limitation, ticketing of the vehicle,
        towing of the vehicle at the vehicle owner’s expense and providing to tenant a
        notice thereof (Tenant hereby agrees that if Landlord provides more than
        one (1)
        notice to Tenant in connection with the same vehicle, Landlord may charge
        Tenant
        $100.00 for each such notice). Outside surface parking is available for Tenant’s
        clients and visitors.  In addition to the foregoing, Tenant shall
        indemnify, defend and hold harmless Landlord from and against any and all
        claims, damages, expenses, losses and liabilities arising out of claims brought
        against Landlord resulting from Landlord’s enforcement of these
        provisions.  Tenant covenants and agrees to have its employees obtain
        a parking lease with Bay Colony Executive Center for each parker for each
        parking space.  Parking spaces are currently leased for $45.00 per
        month per parking space.  Landlord may establish such reasonable
        charges, as Landlord deems appropriate for the use of the parking
        garages.

      


      Landlord
        shall have the right to
        establish and from time to time, to change, alter and amend, and to enforce
        against all users of the Parking Garage, reasonable rules and regulations
        (including the exclusion of parking in designated areas, to prohibit parking
        privileges to motor vehicles based on the size, height and tonnage, to prohibit
        parkers from straddling two (2) parking spaces (unless they lease both spaces)
        and parking in an unassigned parking space) as may be deemed necessary and
        advisable for the proper and efficient operation an maintenance of said parking
        Garage, including, without limitation, the hours during which the parking
        Garage
        shall be open for use.

      


      B.  Visitor
        and Guest – Outdoor surface parking

      The
        number of parking spaces available for Tenant's guests and visitors in the
        outdoor parking lot on the premises shall be proportional to the rentable
        square
        feet of the Tenant's Suite(s) in the Bay Colony Executive Center.  The
        Tenant's percentage is currently 4.4%.  Since the outdoor parking lot
        contains 165 parking spaces, the maximum number of parking spaces in the
        out­door parking lot available to guests and visitors shall be seven (7)
        spaces.  If overcrowding occurs in the outdoor parking lot and
        Landlord conducts a survey, which determines that Tenant requirements exceed
        the
        maximum number of parking spaces available to Tenant, then Tenant shall reduce
        its usage of outside surface parking spaces to the number, which is allowed
        pursuant to the terms of this section of the lease.  It is agreed that
        this clause is for the benefit of all Tenants of the Bay Colony Executive
        Center
        and will as­sure visitor and guest outdoor parking for every
        Tenant.

      


       

      
        
           

        

        
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      EXHIBIT
        "J"

      


      STANDARDS
        FOR UTILITIES AND SERVICES

      


      


      The
        following Standards for Utilities and Services are in effect. Landlord reserves
        the right to adopt reasonable modifications and ad­ditions hereto. As long
        as Tenant is not in default under any of the terms, covenants, conditions,
        provisions or agreements of this Lease, Landlord shall:

      


      1.  Provide
        non-attended automatic elevator facilities 24 hours a day Monday through
        Sunday,
        except in case of emergency elevator repairs.

      


      2.  On
        Monday through Friday, except holidays, from 8:00 A.M. to 6:00 P.M. (and
        at
        other times for a reasonable additional charge as fixed by Landlord in paragraph
        3), ventilate the Premises and furnish heat or air conditioning on such other
        days and hours, which in the judgment of Landlord it may be required for
        the
        comfortable occupancy of the Premises. The air conditioning system achieves
        maximum cooling when the window coverings are closed. Landlord shall not
        be
        respon­sible for room temperatures if Tenant does not keep all window
        cover­ings in the Premises closed whenever the system is in operation.
        Tenant agrees to cooperate fully at all times with Landlord, and to abide
        by all
        regulations and requirements which Landlord may prescribe for the proper
        functioning and protection of said air condition sys­tem. Tenant agrees not
        to connect any apparatus, device conduit or pipe to the Building chilled
        and hot
        water air conditioning supply lines. Tenant further agrees that neither Tenant,
        nor its employees, agents, visitors, licensees or contractors shall at any
        time
        enter mechanical installations or facilities of the Building or adjust, tamper
        with, touch or otherwise in any manner affect said installations or
        facilities.

      


      3.  Air
        Conditioning and heating will be provided by the building owner within the
        leased premises between the hours of 8:00 a.m. and 6:00 p.m. Monday through
        Friday (except holidays).  During those periods of time when air
        conditioning and heating are not provided by the building owner, the Tenant
        may
        obtain air conditioning and heating by actuating the override button on the
        zone
        control module. The Tenant agrees to pay all charges incurred for their
        obtaining air condition­ing or heat during off hours.  The Tenant
        agrees to pay $4.50 per hour per zone that is overridden in the tenant suite(s),
        the landlord retains the right to increase this charging rate without
        notice.  The amount of time a Tenant overrides a zone is determined by
        a computer which is part of the air conditioning and heating "Metasys" control
        system installed at Bay Colony Executive Center.

      


      4.  The
        Landlord through Arizona Public Service shall see that electrical service
        is
        provided to the Premises during the normal business hours on business days,
        electric current as required by the Building standard for office lighting
        fractional horsepower office business machines in the amount of approximately
        three (3) watts per square foot.  The Tenant agrees, should its
        electrical installation or electrical consumption be in excess of the aforesaid
        quantity or extend beyond normal business hours to reimburse Landlord monthly
        for the measured or reasonably estimated electrical consumption.  In
        addition, Tenant acknowledges if it exceeds the three (3) watts per square
        foot
        electrical consumption in its suite that such use could cause the electrical
        circuit breakers to trip.  If a separate meter is not installed at
        Tenant's cost, such excess cost will be established by an estimate agreed
        upon
        by Landlord and Tenant.  If the parties fail to agree as to the charge
        for excess usage as established by Landlord's independent licensed Engineer,
        Tenant agrees not to use any apparatus or device in, upon or about the Premises
        which may in any way increase the amount of such services usually furnished
        or
        supplied to said Premises and Tenant further agrees not to connect any apparatus
        or devise with wires, conduits, pipes or other means by which such services
        are
        supplied for the purpose of using additional or unusual amount of such services
        without consent of Landlord.  If consent is granted, Landlord reserves
        the right to install at Tenant's expense such supplemental heating, ventilation,
        plumbing and air conditioning facilities as are deemed reasonable by
        Landlord.  Should Tenant use any excess utility, the refusal on the
        part of tenant to pay upon demand of Landlord the amount established by Landlord
        for such excess usage shall constitute a breach of the Tenant's obligation
        to
        pay rent under this Lease and shall entitle Landlord to the rights therein
        granted for such breach.  At all times Tenant's use of electric
        current shall never exceed the capacity of the feeders to the Building or
        the
        risers or wiring installation and Tenant shall not install or use or permit
        the
        installation or use of any computer or electronic data processing equipment
        other than computers and such other equipment which is standard and customary
        office equipment in the Premises without the prior written consent of
        Landlord.

      


      5.  Water
        will be available in public areas for drinking and lavatory purposes only,
        but
        if Tenant requires, uses or consumes water for any purpose in addition to
        ordinary drinking and lavatory pur­poses - of which fact Tenant constitutes
        Landlord to be the sole judge - Landlord may install a water meter and thereby
        measure Tenant's water consumption for all purposes. Tenant shall pay Landlord
        for the cost of the meter and the cost of the installation thereof and
        throughout the duration of Tenant's occupancy Tenant shall keep said meter
        and
        installation equipment in good working order and repair at Tenant's own cost
        and
        expense, in default of which Landlord may cause such meter and equipment
        to be
        replaced or repaired and collect the cost thereof from Tenant. Tenant agrees
        to
        pay for water consumed, as shown on said meter, as and when bills rendered,
        and
        on default in making such payment, Landlord may pay such charges and collect
        the
        same from Tenant. Any such costs or expenses incurred, or payments made my
        Landlord for any reasons or purposes herein above stated shall be deemed
        to be
        additional rent payable by Tenant and collec­tible by Landlord as
        such.

      


      6.  Provide
        janitor service to the Premises, provided the same are used exclusively as
        offices, and are kept reasonably in order by Tenant, and if to be kept clean
        by
        Tenant, no one other than persons approved by Landlord shall be permitted
        to
        enter the Premises for such purposes. If the Premises are not used exclusively
        as offices, they shall be kept clean and in order by Tenant, at Tenant's
        expenses, and to the satisfaction of Landlord, and by persons approved by
        Landlord. Tenant shall pay to Landlord the cost of removal of any of Tenant's
        refuse and rubbish, to the extent that the same exceeds the refuse and rubbish
        usually attendant upon the use of the Premises as offices. Tenant shall not
        cause any unnecessary labor by reason of Tenant's carelessness or indifference
        in the preservation of good order and cleanliness. Landlord shall in no way
        be
        responsible to any Tenant for any loss of property on the Premises, however
        occurring, or for any damage done to the effects of any Tenant by the janitor
        or
        any other employee  or any other person. Janitor service shall include
        or­dinary dusting and cleaning by the janitor assigned to such work and
        shall not include cleaning of carpeting or rugs, except normal vacuum­ing,
        or moving of furniture or other special services.

      


      7.  Landlord
        reserves the right to stop service of the elevator, plumbing, ventilating,
        air
        conditioning and electric systems, when necessary, by reason of accident
        or
        emergency or for repairs, altera­tions or improvements, in the judgment of
        Landlord desirable or neces­sary to be made, until said repairs, alterations
        or improvements shall have been completed, and shall further have no
        responsibility or liability for failure to supply elevator facilities, plumbing,
        ventilat­ing, air conditioning or electric service, when prevented from
        doing so by strike or accident or by cause beyond Landlord's reasonable control
        or by laws, rules, orders, ordinances, directions, regulations or requirements
        or any federal, state, county or municipal authority or failure of gas, oil
        or
        other suitable fuel supply or inability by ex­ercise or reasonable diligence
        to obtain gas, oil or other suitable fuel. It is expressly understood and
        agreed
        that any agreements of this Lease, or to perform any act or thing for the
        benefit of Tenant, shall not be deemed breached if Landlord is unable to
        furnish
        or per­form the same by virtue of a strike or labor trouble or any other
        cause whatsoever beyond Landlord's control.

      


      
        
           

        

        
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