**Exhibit10.4**

 

**OFFICELEASE**

 

 

**FOR**

 

# **SKYVIEW BUSINESS PARK, LLC**

**a NevadaLimited Liability Company**

 

 

**TENANT:**

 

# **International Integrated Incorporated**

**ABritish Virgin Islands Corporation**

 

----

 

**TABLE OFCONTENTS**

 
| SECTION  1: |   | PREMISES                                                          |
|-------------|--------|-------------------------------------------------------------------|
| 1.01        |   | Description                                                       |
| 1.02        |   | Determination of Square  Footage                                  |
| 1.03        |   | Landlord Reservations                                             |
| 1.04        |   | Zoning,  Permits, etc.                                            |
|        |   |
| SECTION 2:  |   | TERM                                                              |
| 2.01        |   | Commencement Date                                                 |
| 2.02        |   | Occupancy Date                                                    |
| 2.03        |   | Acceptance of Premises                                            |
| 2.04        |   | Option  to Renew                                                  |
| 2.05        |   | Holdover                                                          |
|        |   |
| SECTION 3:  |   | RENT                                                              |
| 3.01        |   | Minimum Annual Rent                                               |
| 3.02        |   | Minimum Annual Rent  Increases                                    |
|        |   | (a)                                                               | Cost of Living Increases |
|        |   | (b)                                                               | Fixed Percentage Increases |
| 3.03        |   | Index                                                             |
| 3.04        |   | Partial Months                                                    |
| 3.05        |   | Rental/CAM Deposit                                                |
| 3.06        |   | Obligation to Pay  Additional Rent                                |
| 3.07        |   | Other Costs                                                       |
| 3.08        |   | Definitions                                                       |
|        |   |                                                              |
| SECTION 4:  |   | ADDITIONAL  RENT                                                  |
| 4.01        |   | Additional Rent                                                   |
|        |   | (a)                                                               | Tenant’s  Pro-rata Portion of Center’s Operating Cost |
|        |   | (b)                                                               | Center’s Operating  Cost Defined |
| 4.02        |   | Impositions                                                       |
| 4.03        |   | Scope of Additional Rent                                          |
| 4.04        |   | Late Charge                                                       |
|        |   |                                                              |
| SECTION 5:  |   | SECURITY  DEPOSIT                                                 |
| 5.01        |   | Security Deposit                                                  |
| 5.02        |   | Increases to Security  Deposit                                    |
| 5.03        |   | Landlord’s  Accounting for Deposits                          |
| 5.04        |   | Not Deductible  from Rental Obligations                           |
|        |   |
| SECTION 6:  |   | SURRENDER  OF PREMISES                                            |
| 6.01        |   | Tenant’s Removal  of Tenant’s Property                  |
| 6.02        |   | Landlord’s Notice to Remove                                  |
| 6.03        |   | Landlord’s  Removal of Tenant’s Property                |
|        |   |
| SECTION 7:  |   | USE  OF PREMISES                                                  |
| 7.01        |   | Permitted Use and Trade  Name                                     |
| 7.02        |   | Repair and  Maintenance Obligations                               |
| 7.03        |   | Trash Removal                                                     |
| 7.04        |   | Rules and Regulations                                             |
| 7.05        |   | Operate in  Business-Like Manner                                  |
| 7.06        |   | Rights of Other  Tenants in Center                                |
| 7.07        |   | Center Security Services                                          |
| 7.08        |   | Compliance with Laws                                              |
|        |   | (a)                                                               | Hazardous Waste |
|        |   | (b)                                                               | Permissible Conditions |
|        |   | (c)                                                               | Indemnification of Landlord |
|        |   | (d)                                                               | Compliance Inspections |
|        |   |
| SECTION 8:  |   | PARKING  AND COMMON AREAS                                         |
| 8.01        |   | Nonexclusive  Right to Parking and Common Areas                   |
| 8.02        |   | Obligation  to Pay Pro-rata Share of Center’s Operating Cost |
| 8.03        |   | Parking Limitations                                               |
|        |   |                                                              |
| SECTION 9:  |   | ALTERATIONS  AND IMPROVEMENTS                                     |
| 9.01        |   | Restriction On Alterations                                        |
| 9.02        |   | Signage                                                           |
|        |   |                                                              |
| SECTION 10: |   | REPAIRS                                                           |
| 10.01       |   | Repairs and Maintenance                                           |
| 10.02       |   | Tenant’s Responsibilities                                    |
|             |        |                                                                   |  |  |

 

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| SECTION 11: |   | LANDLORD  SERVICES                               |
|-------------|--------|--------------------------------------------------|
| 11.01       |   |                                             | Landlord’s Services |
| 11.02       |   |                                             | Notice to Tenant |
|        |   |
| SECTION 12: |   | TAXES                                            |
| 12.01       |   |                                             | Taxes |
| 12.02       |   |                                             | Additional Taxes |
|        |   |
| SECTION 13: |   | UTILITIES                                        |
| 13.01       |   |                                             | Utilities |
| 13.02       |   |                                             | Pro-rata Share |
|        |   |
| SECTION 14: |   | INSURANCE                                        |
| 14.01       |   |                                             | General Obligations |
| 14.02       |   |                                             | All-Risk Casualty Insurance |
| 14.03       |   |                                             | Certificate  of Insurance/Evidence of Renewal |
| 14.04       |   |                                             | Use to not Increase  Insurance Risk |
| 14.05       |   |                                             | Recovery Limited to  Insurance |
| 14.06       |   |                                             | Waiver of Subrogation |
| 14.07       |   |                                             | Plate Glass |
| 14.08       |   |                                             | Indemnification |
| 14.09       |   |                                             | Landlord’s Policy  Covering Center |
| 14.10       |   |                                             | Landlord’s  Liability Policy Covering Center |
|        |   |
| SECTION 15: |   | LIENS                                            |
| 15.01       |   |                                             | Tenant shall allow no Liens |
|        |   |                                             |
| SECTION 16: |   | INDEMNIFICATION                                  |
| 16.01       |   |                                             | Tenant’s Duty to Indemnify |
| 16.02       |   |                                             | Limitation on  Landlord’s Liability |
| 16.03       |   |                                             | Landlord’s Duty to  Indemnify |
| 16.04       |   |                                             | Survival Clause |
|        |   |
| SECTION 17: |   | SUBORDINATION;  ESTOPPEL CERTIFICATE             |
| 17.01       |   |                                             | Subordination |
| 17.02       |   |                                             | Estoppel Certificate |
| 17.03       |   |                                             | Attornment |
|        |   |
| SECTION 18: |   | ASSIGNMENT  AND SUBLETTING                       |
| 18.01       |   |                                             | Assignment/Subletting  Not Permitted Without Prior Written Consent |
| 18.02       |   |                                             | Tenant Not Released |
| 18.03       |   |                                             | No  Merger |
| 18.04       |   |                                             | Review Fees |
| 18.05       |   |                                             | Transfer of Ownership |
| 18.06       |   |                                             | Tenant Not  Released/Conditions |
|        |   |
| SECTION 19: |   | CONDEMNATION                                     |
| 19.01       |   |                                             | Condemnation |
| 19.02       |   |                                             | Entire Premises |
| 19.03       |   |                                             | Portion of the Premises |
| 19.04       |   |                                             | Following Appropriation |
| 19.05       |   |                                             | Landlord’s Right to  Terminate |
| 19.06       |   |                                             | Disposition of Awards |
| 19.07       |   |                                             | Temporary Taking |
|        |   |
| SECTION 20: |   | DAMAGE  OR DESTRUCTION                           |
| 20.01       |   |                                             | Destruction |
| 20.02       |   |                                             | Repair and Reconstruction |
| 20.03       |   |                                             | Insurance Proceeds |
|        |   |
| SECTION 21: |   | RIGHT  OF ACCESS                                 |
| 21.01       |   |                                             | Landlord’s Right to Enter |
| 21.02       |   |                                             | Storage of Materials |
| 21.03       |   |                                             | Showing to Re-let |
|        |   |
| SECTION 22: |   | EXPENDITURES  BY LANDLORD                        |
| 22.01       |   |                                             | Landlord’s Expenditures |
|        |   |
| SECTION 23: |   | TENANT’S  DEFAULT; LANDLORD’S REMEDIES |
| 23.01       |   | Events of Default                                |
| 23.02       |   |                                             | Landlord’s Rights |
| 23.03       |   |                                             | Removal of Persons and  Property |

 

ii

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| 23.04                                                |   |                     | Court Costs and  Attorneys Fees          |
|------------------------------------------------------|--------|--------------------------|------------------------------------------|
| 23.05                                                |   |                     | No  Waiver                               |
| 23.06                                                |   |                     | Landlord’s Lien                     |
|                                                 |   |
| SECTION 24:                                          |   | QUIET  POSSESSION        |
| 24.01                                                |   |                     | Quiet Possession                         |
|                                                 |   |                     |                                     |
|                                                 |   |
| SECTION 25:                                          |   | LANDLORD’S  DEFAULT |
| 25.01                                                |   |                     | Landlord’s Breach                   |
| 25.02                                                |   |                     | Limitation of  Landlord’s Liability |
|                                                 |   |
| SECTION 26:                                          |   | FORCE  MAJEURE           |
| 26.01                                                |   |                     | Force Majeure                            |
|                                                 |   |
| SECTION 27:                                          |   | NOTICES                  |
| 27.01                                                |   |                     | Notices                                  |
| 27.02                                                |   |                     | Change of Address                        |
|                                                 |   |
| SECTION 28:                                          |   | GENERAL  PROVISIONS      |
| 28.01                                                |   |                     | Remedies Cumulative                      |
| 28.02                                                |   |                     | Successors                               |
| 28.03                                                |   |                     | Partial Invalidity                       |
| 28.04                                                |   |                     | Time of the Essence                      |
| 28.05                                                |   |                     | Entire Agreement/No  Parol Evidence      |
| 28.06                                                |   |                     | No Partnership                           |
| 28.07                                                |   |                     | Brokers                                  |
| 28.08                                                |   |                     | Attorney’s Fees and Costs           |
| 28.09                                                |   |                     | Governing Law                            |
| 28.10                                                |   |                     | Interpretation                           |
| 28.11                                                |   |                     | Tenant’s Consideration              |
| 28.12                                                |   |                     | Additional Records                       |
| 28.13                                                |   |                     | Recordation                              |
| 28.14                                                |   |                     | Waiver                                   |
| 28.15                                                |   |                     | Landlord’s Financing Condition      |
| 28.16                                                |   |                     | Authority to Execute                     |
| 28.17                                                |   |                     | Landlord’s Reservation  of Rights   |
|                                                 |   |
| EXHIBIT  “A” - Site Plan                   |
|                                                 |   |                     |
| EXHIBIT  “B” - Memorandum of Commencement  |   |
|                                                 |   |                     |
| EXHIBIT  “C” - Landlord’s Work Letter |   |
|                                                 |   |                     |
| EXHIBIT  “D” - Tenant Signage Criteria     |   |
|                                                 |   |                     |
| EXHIBIT  “E” - Rules and Regulations       |   |
|                                                 |   |                     |
| EXHIBIT  “F” - AGENCY DISCLOSURE           |   |
|                                                      |        |                          |                                          |  |  |

 

iii

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**LEASEAGREEMENT**

 

THIS LEASE AGREEMENT (“Lease”) is made and enteredinto this 10th day of October , 2002, by and between SKYVIEW BUSINESS PARK,LLC, a Nevada Limited Liability Company, (the “Landlord”) and **International Integrated Incorporated**, aBritish Virgin Islands Corporation  (the“Tenant”).

 
|                         |   | Fundamental  Lease Provisions                                                                                                                                                                                                                                                                                                                                                                     |
|------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                              |
| Date of Lease:               |   | October 10, 2002                                                                                                                                                                                                                                                                                                                                                                                  |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                              |
| Landlord:                    |   | SKYVIEW BUSINESS PARK, LLC                                                                                                                                                                                                                                                                                                                                                                        |
|                         |   | a Nevada Limited Liability Company                                                                                                                                                                                                                                                                                                                                                                |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                              |
| Tenant:                      |   | **International Integrated  Incorporated**                                                                                                                                                                                                                                                                                                                                                        |
|                         |   | A British Virgin Islands Corporation                                                                                                                                                                                                                                                                                                                                                              |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                              |
| Location of Premises:        |   | 4560 South Decatur Boulevard                                                                                                                                                                                                                                                                                                                                                                      |
|                         |   | Las Vegas, Nevada 89103                                                                                                                                                                                                                                                                                                                                                                           |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                              |
| Size of Leased Space:        |   | **6,405.01 +/- Rentable Square Feet**                                                                                                                                                                                                                                                                                                                                                             |
|                         |   | **5,360.00+/- Usable Square Feet**                                                                                                                                                                                                                                                                                                                                                                |
|                         |   | Rentable and usable square feet and corresponding  rental rates could be adjusted per final space plan.                                                                                                                                                                                                                                                                                           |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                              |
| Lease Term:                  |   | **Five (5) years**  consecutive full lease months (plus a partial lease month, if any, prior to  the first full lease month).                                                                                                                                                                                                                                                                     |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                              |
| Minimum Annual Rent:         |   | **$1.6411 per**  rentable square foot per month for a total of **$126,135.12 per** annum, payable in 12 monthly installments  during the first year.                                                                                                                                                                                                                                              |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                              |
| Term Commencement Date:      |   | The term of this Lease  shall commence on the date which is the earlier of (a) the date the Premises  are ready for occupancy as specified in Section 2.02 or (b) the date on which  Tenant takes possession of or occupies any portion of the Premises for any  purpose (the “**Commencement Date**”),  but in no event shall the Commencement Date be later than **January 1, 2003.** |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                              |
| Term Expiration Date:        |   | **Sixty (60)** months  from the Commencement Date.                                                                                                                                                                                                                                                                                                                                                |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                              |
| Rental Increase:             |   | Increased annually at a fixed rate of four percent  (4%).                                                                                                                                                                                                                                                                                                                                         |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                              |
| Options to Renew:            |   | **Two (2) Five (5) year option(s) as  defined in Section 2.04.**                                                                                                                                                                                                                                                                                                                                  |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                              |
| Security Deposit:            |   | **$10,600.00**                                                                                                                                                                                                                                                                                                                                                                                    |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                              |
| Landlord Address for Notice: |   | c/o Investment Equity Builders                                                                                                                                                                                                                                                                                                                                                                    |
|                         |   | 4560 S. Decatur Boulevard, Suite 200                                                                                                                                                                                                                                                                                                                                                              |
|                         |   | Las Vegas, Nevada 89103                                                                                                                                                                                                                                                                                                                                                                           |
|                         |   | 702-871-4545                                                                                                                                                                                                                                                                                                                                                                                      |
|                         |   | 702-367-8126 Fax                                                                                                                                                                                                                                                                                                                                                                                  |
|                         |   |                                                                                                                                                                                                                                                                                                                                                                                              |
| Tenant Address for Notice:   |   | **International Integrated  Incorporated**                                                                                                                                                                                                                                                                                                                                                        |
|                         |   | 4560 S. Decatur Boulevard, Suite 300                                                                                                                                                                                                                                                                                                                                                              |
|                         |   | Las Vegas, Nevada 89103                                                                                                                                                                                                                                                                                                                                                                           |
|                         |   | 702-731-2519                                                                                                                                                                                                                                                                                                                                                                                      |
|                         |   | 702-791-5365 Fax                                                                                                                                                                                                                                                                                                                                                                                  |

 

INITIALS

 

iv

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**LEASEAGREEMENT**

 

THIS LEASE AGREEMENT (Lease) is made and entered intothis **10th** day of **October,****2002,**by and between SKYVIEW BUSINESS PARK, LLC, a Nevada Limited Liability Company,(the Landlord) and INTERNATIONAL INTREGRATED INCORPORATION, A BRITISH VIRGINISLANDS CORPORATION, (Tenant).

 

**SECTION 1****:****                           PREMISES**

** **

1.01                           Description. Upon the conditions and covenants set forth herein, Landlord herebyleases to Tenant, and Tenant hereby leases from Landlord, that unit or spaceno. 300  (the “Premises”) in the SkyView Business Park, located at **4560 SouthDecatur Boulevard**, Las Vegas, Nevada (the Center), which isdescribed on Exhibit A-1” attached hereto, and consisting of approximately **6,405.01 +/-** rentable square feet and  **5,360+/-**usable square feet, which Premises is indicated by cross-hatching on the SitePlan of the Center attached hereto as Exhibit A-2”.

 

1.02                           Determination of Square Footage.  If demising walls are to be installed orrelocated, then to determine the actual square footage of the Premises,Landlord shall measure the Premises promptly following the date that thedemising walls are established (sLandlords Final Measurements); otherwise theaforesaid square footage is Landlords Final Measurement.  Landlords Final Measurement shall be bindingupon Tenant unless Tenant notifies Landlord of any actual error therein withinten (10) calendar days after written notice thereof.  Interior spaces shall be measured from centerline to centerlineof party walls, exterior spaces shall be measured from center line of partywalls to outside face of exterior walls; depth shall be measured from outsideface of exterior walls.  There shall beno reduction of square footage by reason of any columns or architecturalelements within the Premises.

 

1.03                           Landlord Reservations.  Landlord reserves to itself the exclusiveuse of the roof, exterior walls and the area above and below the Premises(other than roll-up doors and exterior doorways), together with the right toinstall, maintain, use, repair and replace pipes, ducts, conduits, wires andstructural elements now or in the future, leading through the Premises andwhich serve other parts of the Center.

 

1.04                           Zoning, Permits, Views, etc.  The zoning for the Center is **C-1**. Tenant shall be responsible, at its sole cost and expense for obtainingall permits and licenses required by law and for compliance with allgovernmental rules, codes and regulations, including but not limited to,business licenses and fire code regulations to conduct the businesscontemplated by Tenant.  Landlord doesnot warranty or guaranty that the view from the Premises shall remain the sameduring the term or subsequent terms, as may from time to time be executed.

 

**SECTION 2****:****                           TERM**

 

2.01                           **Commencement Date**. The term of this Lease shall commence on the date which is the earlierof (a) the date the Premises are ready for occupancy as specified in Section2.02 or (b) the date on which Tenant takes possession of or occupies anyportion of the Premises for any purpose (the “**Commencement Date**”), but in no event shall theCommencement Date be later than January 1, 2003, and shall end Sixty (60) fulllease months from the Commencement Date, unless sooner terminated pursuanthereto (the “**Term**”).  Promptly following the Commencement Date,Landlord and Tenant shall confirm the Commencement Date and the expiration dateby executing and delivering a Memorandum of Commencement Date (“**Memorandum**”) in the form attachedhereto as Exhibit “B.” This Lease shall not be void, voidable or subject totermination, nor shall Landlord be liable to Tenant for any loss or damage,resulting from Landlord’s inability to deliver the Premises to Tenant on thedate specified in Landlord’s notice given pursuant to Section 2.02, but no renthereunder shall be payable hereunder with respect to any delay in delivery ofthe Premises which is caused solely by Landlord.

 

2.02                           **Occupancy Date**. Landlord shall prepare the Premises for occupancy by Tenant inaccordance with the provisions of Landlord’s Work Letter, attached hereto asExhibit “C.” Landlord shall deliver to Tenant a written notice stating the dateon which the Premises will be ready for occupancy, (the “**Occupancy Date**”), such notice to begiven not less than five (5) days prior to the Occupancy Date indicated in thenotice.  The Occupancy Date for thePremises shall not occur until each of the following conditions have beensatisfied: (a) the Building Systems are operational to the extent necessary toservice the Premises; (b) Landlord has provided reasonable access to thePremises by Tenant, its agents, employees, licensees and invitees so that thePremises may be used without substantial interference; (c) Landlord hasprovided Tenant the number of parking spaces set forth in Article 6; (d)Landlord has substantially completed the Work required to be performed byLandlord in accordance with Landlord’s Work Letter other than details ofconstruction, decoration and minor mechanical adjustments which do notmaterially interfere with Tenant’s use of the Premises; and (e) Landlord shallhave (i) obtained a certificate of occupancy for the Building, or a temporarycertificate of occupancy for the portion of the Building which includes all thePremises, or (ii) completed all Base Building Work and all Tenant Work (asdefined in Landlord’s Work Letter) necessary to entitle Landlord to theissuance of such a certificate of occupancy or such a temporary certificate ofoccupancy.  Failure of Landlord tocomplete work on the Building other than as described above shall not delay theCommencement Date.  Notwithstandinganything to the contrary set forth above, if the Occupancy Date is delayed as aresult of any act or omission of any kind by Tenant, its agents or employees,the Commencement Date (and the commencement of Tenant’s obligation to pay rent)shall be accelerated by the number of days of such delay and the CommencementDate shall be deemed to occur on the date the Premises would have been readyfor occupancy without such delay.

 

1

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2.03                           **Acceptance****of Premises****.**  By entering into possession ofthe Premises or any part thereof and except for such matters as Tenant shallspecify to Landlord in writing within ten (10) days thereafter, Tenant shall beconclusively deemed to have accepted the Premises and to have agreed thatLandlord has performed all of its obligations hereunder with respect to thePremises and that the Premises are in satisfactory condition and in fullcompliance with the requirements of this Lease as of the date of suchpossession, except for the minor details of construction, decoration and mechanicaladjustments referred to in Section 2.02 above. Tenant acknowledges that neither Landlord nor any agent of Landlord hasmade any representation or warranty, except as otherwise expressly provided inthis Lease, with respect to the Premises, the Building or any other portion ofthe Center, including without limitation, any representation or warranty withrespect to the suitability or fitness of the Premises, the Building or anyother portion of the Center for the conduct of Tenant’s business.

 

2.04                           **Option toRenew****.  **Provided Tenant is in compliance with eachand every covenant, term, condition and rental obligation on its part to beperformed at the time of exercise or at any time thereafter, Tenant shall havethe option to extend this Lease **for two (2)**extension term(s) of **five (5)  years** each, commencing on theexpiration date hereof (each, an “**Option Term**”).  Said option shall be exercised by givingLandlord notice in writing of such election, at least six (6) months, but notmore than nine (9) months prior to the expiration date of the Lease.  Such extension term shall be on the samecovenants, terms and conditions as provided herein for the original term,except that the rental provided in Section 4 of the Lease shall be the higherof:  (1) the then prevailing marketrental rate or; (2) the rental payable during the final month of the expiringterm or extension term, whichever the case may be.

 

It is understood that the rental rate to be paid at any time during anOption Term shall in no event be less than the amount Tenant is obligated topay during the final month of the expiring Term or expiring Option Term,whichever the case may be.  If Tenantand Landlord are unable to agree on the rental rate for the extension termwithin three (3) months after Tenant’s notice of election to extend the Term ofthe Lease pursuant to this Option, the right to extend hereunder shallterminate and the Lease shall expire at the end of the then current Term.  Any other provision hereof to the contrarynotwithstanding, Tenant shall only have the right to extend the Lease pursuantto this Option for a total period of six (6) years.

 

2.05                           Holdover. If Tenant holds possession of the Premises with the consent of Landlordafter the expiration of the Term, such holding over shall create a tenancy frommonth to month only, upon the same terms and conditions as are herein setforth, except that Minimum Monthly Rent shall be one hundred fifty percent(150%) of the Minimum Monthly Rent as of the expiration hereof.  Additionally, the acceptance by Landlord ofrent after the expiration of the Lease shall not constitute a consent to holdover or result in a renewal hereof.  Theforegoing provisions of this Section are in addition to, and do not affect,Landlords right to re-entry or any other rights of Landlord hereunder or at lawor in equity.

 

**SECTION 3****:****                           RENT**

 

3.01                           Minimum Annual Rent.  For the period beginning on the RentCommencement Date and continuing until adjusted pursuant to Section 3.02,Tenant shall pay Landlord, in advance without deduction or setoff for anyreason, minimum annual rent for the Premises the amount of One Hundred TwentySix Thousand One Hundred Thirty Five and 12/100 Dollars (**$126,135.12**).  The Minimum Annual Rent shall be payable in twelve (12) equalmonthly installments of Ten Thousand Five Hundred Eleven and 12/00 Dollars (**$10,511.26**) per month (Minimum MonthlyRent), each installment being payable in advance on the first day of eachcalendar month

3.02                           Minimum Annual Rent Increases.   On each Adjustment Date (defined below),the Minimum Annual Rent due hereunder shall increase as set forth underSubsection (a) or (b) below.  In theevent the parties neglect to designate a Subsection, Subsection (a) shall bedeemed selected.

 

**[ THE PARTIES SELECT:     OR SUBSECTION (b)                   ,BY INITIALING THE SELECTED INCREASE METHOD.]**

 

(b)                                 Fixed Percentage Increases.  Minimum Annual Rent shall be increased atthe rate of **Four Percent (4%)** oneach Adjustment Date.

 

2

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3.04                           Partial Months. If the Term includes a fractional month, for that fractional monthTenant shall pay as Minimum Monthly Rent that proportion of the Minimum MonthlyRent due which the number of days in said fractional month bear to the total numberof days in said month.

 

3.05                           Rental/Operating Cost Deposit.  Concurrently with the execution and deliveryhereof, Tenant has the sum of **$12,368.71**,representing Minimum Monthly Rent, plus Tenants estimated pro rata portion ofthe Centers Operating Cost, for the first month of the Term, and pending theOccupancy Date, same shall be held by Landlord in the same manner as theSecurity Deposit.

 

3.06                           Obligation to Pay Additional Rent.  Regardless of whether the Occupancy Dateprecedes the Commencement Date, Tenants obligation to pay Additional Rent (asdefined in Section 4 below) shall commence upon the Occupancy Date.

 

3.07                           Other Costs. Tenant shall also pay, in addition to the Minimum Annual Rent, all othercosts, as Additional Rent, as more specifically set forth below.

 

3.08                           Definitions. As used herein, the following terms shall have the following meanings:

(a)                                  sLeaseYear shall mean a twelve (12) month calendar year, except that in the event theOccupancy Date occurs other than January 1, the first Lease Year hereundershall be that fractional part of the calendar year from the Occupancy Date toDecember 31 of the same year and the final Lease Year shall be that fractionalpart of the calendar year from January 1 to the expiration date.

 

(b)                                 RentalYear shall mean a twelve (12) calendar month year beginning on the RentCommencement Date and ending twelve (12) calendar months thereafter and eachfull twelve (12) calendar months respectively thereafter.

 

(c)                                  Tenantspro-rata portion or share shall mean a percent based upon a fraction thenumerator of which is the total number of rentable square feet of the Premises andthe denominator of which is the total number of rentable square feet fromtime-to-time then constructed within the Center and which are occupiable.

 

**SECTION 4****:****                           ADDITIONAL RENT**

 

4.01                           Additional Rent.  This Lease is what is commonly called a sTriple Net or ssNet,Net, Net Leases, which means that Landlord shall receive the Minimum MonthlyRent free and clear of any and all other impositions, taxes, liens, charges orexpenses of any nature whatsoever in connection with the ownership andoperation of the Premises.  In additionto the Minimum Monthly Rent, Tenant shall pay to the parties respectfullyentitled thereto all costs, and any other charges, costs or expenses whicharise or may be contemplated under any provisions of this Lease during the termhereof.  Such other costs and chargesshall include, but are not limited to: property taxes, liability insurance,water, sewer fees, electricity, landscape and building maintenance, etc.  All of such charges, costs and expensesshall constitute Additional Rent, and upon the failure of Tenant to pay any ofsuch costs, charges or expenses, Landlord shall have the same rights andremedies as otherwise provided herein for the failure of Tenant to pay MinimumMonthly Rent.  In addition to theMinimum Monthly Rent, Tenant shall pay Landlord, at the time and the manner setforth, the following as Additional Rent:

 

(a)                                  Tenant’s Pro-rata Portion of Center’sOperating Cost.  Tenant’spro-rata portion of the Center’s Operating Cost,  which shall be estimated annually on a Lease Year basis byLandlord.  Tenants pro-rata portion ofthe Centers Operating Cost for the first Lease Year shall be **$22,289.40** Tenant shall be notified in writing of Landlord’s “good-faith” estimateprior to the last day of each Lease Year. Tenant shall commence payment of one twelfth (1/12) of such estimatedannual costs without further demand or any deduction or setoff, in advance, onthe first day of each subsequent calendar month during such ensuing Lease Year,which amount shall **be $1,857.45**.  Within a reasonable period of time followingthe end of each Lease Year, Landlord shall ascertain the actual Center’sOperating Costs for the previous Lease Year and will notify Tenant in writingof such actual Center’s Operating Costs. After determining such Center’s Operating Cost for the previous LeaseYear, Landlord shall then determine if Tenant owes any additional sums thereof,or if Tenant has paid Landlord more than its pro-rata share thereof.  Tenant shall pay to Landlord on demand, theamount, if any, equal to the difference between the actual payments made byTenant and the actual Center’s Operating Cost as determined by Landlord withinthirty (30) days of receiving written notice from Landlord and regardingTenant’s underpayment even though same may be received after the expiration ortermination of this Lease.  If anyexcess payment(s) has been made by Tenant, then same shall be held by Landlordand applied to Tenant’s subsequent payment(s) of the Center’s Operating Cost,as Additional Rent.  Tenant shall not beentitled to receive interest on any Additional Rent paid hereunder.

 

(b)                                 Center’s Operating Cost Defined.  The term “Center’s Operating Cost” shallmean the total cost and expense incurred in managing, operating, equipping,lighting, repairing, replacing and maintaining the Center in such manner asLandlord, in its sole discretion, deems appropriate, including, withoutlimitation, all Impositions (as that term is defined below), the repair andmaintenance to the roof and the exterior walls of the buildings in the Center,periodic painting of the buildings in the Center, landscaping services, HVACmaintenance contracts and normal maintenance of the HVAC unless the HVAC isseparately maintained by Tenant, sweeping, maintenance services repairs to andreplacement of asphalt paving, bumpers, striping, light

 

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bulbs, light standards, monument and directional signs and lightingsystems, perimeter walls, retaining walls, sidewalks, planters landscaping andsprinkler system in planting areas, water, electrical and other utilityservices thereto, removal of trash, rubbish and other refuse from the Center,cleaning of and replacement of signs of the Center, including revamping andrepairs made as required, maintenance and repair of all of the Common Areas,including the lobby areas, elevators, stairways, common hallways and CommonRestrooms, liability and other insurance, the establishment of reasonablereserves for replacements and/or repairs of Common Area improvements, equipmentand supplies, employment of such personnel as Landlord may deem reasonablynecessary, and an administrative fee not to exceed ten percent (10%) of thetotal amount of the Center’s Operating Cost, which fees shall be payable to Landlordor to any other entity which is managing or administrating the Center.

 

4.02                           Impositions. Monthly, in advance, in addition to all other rental amounts specifiedherein, as further Additional Rent, Tenant shall pay Tenant’s pro-rata portionof Impositions, as herein defined.  Theamounts due hereunder shall be estimated on a Lease Year basis in advance byLandlord and shall be paid in the same manner as specified in Section 4.01(a)for payment of the Tenant’s portion of the Center’s Operating Cost.  For the purpose of this Lease, “Imposition”means:

 

(a)                                  Anyreal estate taxes, fees, assessments or other charges assessed against theCenter or any improvements thereon.

 

(b)                                 Allpersonal property taxes on personal property used in connection with the Centerand related structures other than taxes payable by Tenant under Section 12hereof and taxes of the same kind as those described in said Section 12 payableby other tenants in the Center pursuant to corresponding provisions of theirleases.

 

(c)                                  Anyand all taxes, assessments, license fees, and public charges levied, assessed,or imposed and which become payable during the term hereof upon all leaseholdimprovements, over and above the building shell, whether installed by Landlordor Tenant.

 

(d)                                 Anyand all environmental levies or charges now in force affecting the Center orany portion thereof or which may hereafter become effective, including, but notlimited to, parking taxes, levies, or charges, employer parking regulations,and any other parking or vehicular regulations, levies, or charges imposed byany municipal, state or federal agency or authority.

 

(e)                                  Anyother taxes levied or assessed in addition to, as a replacement, alternative,or substitute for, in lieu of such real or personal property taxes.

 

(f)                                    Anyand all fees paid by Landlord in its opposition to any tax assessments, butonly to the maximum amount of one-half (s) of the taxes that would have beenotherwise payable if Landlord had not opposed the original tax assessment.

 

4.03                           Scope of Additional Rent.  Tenant agrees that all monies required to bepaid by Tenant pursuant to this Lease, except for the Minimum Monthly Rent, arehereby exclusively deemed to be “Additional Rent.”

 

4.04                           Late Charge. If Tenant fails to pay, within five (5) days after the same is due andpayable, any Minimum Monthly Rent, Additional Rent or any other amount orcharge to be paid as Additional Rent hereunder, such unpaid amount shall besubject to a late charge equal to fifteen percent (15%) of such unpaid amount.  In addition, any such unpaid amount shallbear interest from the thirtieth (30th) day after the due date thereof to thedate of payment at the rate of eighteen percent (18%) per annum.

 

**SECTION 5****:****                           SECURITY DEPOSIT**

 

5.01                           Security Deposit.  Concurrently with the execution hereof, Tenant has deposited withLandlord the sum of Ten Thousand Six Hundred Dollars and no/100(**$10,600.00**), receipt of which is herebyacknowledged by Landlord (the Deposit). Landlord shall hold the Deposit as security for the faithful performanceby Tenant of all the terms, covenants and conditions of this Lease, includingthe timely vacating of the Premises by Tenant. If Tenant defaults with respect to any provision hereof, Landlord may,but shall not be required to, use or retain all or any part of the Deposit forthe payment of any rent or other monies due Landlord, to clean the Premises orto compensate Landlord for any other loss or damage to repair damages to thePremises, which Landlord may suffer by reason of Tenants default.  If any portion of the Deposit is so used orapplied, Tenant shall, within five (5) days after written demand therefor,deposit cash with Landlord in an amount sufficient to restore the Deposit toits original amount.

 

5.02                           Increases to Security Deposit.  To the extent that either the MinimumMonthly Rent or any Additional Rent as defined herein increases, Tenant shalldeposit such sum with Landlord such that the Deposit shall equal one monthsMinimum Monthly Rent plus Tenants estimated (or actual if available) pro-rataportion of the Centers Operating Cost.

 

5.03                           Landlord’s Accounting for Deposits.  Landlord shall not be required to keep theDeposit separate from its general funds, and Tenant shall not be entitled tointerest on the Deposit.  Should Tenant complywith all of the terms, covenants and conditions herein and promptly pay all therent and all other sums payable by Tenant to Landlord hereunder as the samefall due, then the Deposit shall be returned to Tenant thirty (30) days afterthe end of the Term, or after payment of the last payment due from the Tenantto Landlord,

 

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whichever occurs last.  In theevent of sale or transfer of the Center or of any portion thereof containingthe Premises, if Landlord transfers the Deposit to the vendee or transferee forthe benefit of the Tenant, or if such vendee or transferee assumes liabilitywith respect to the Deposit, then Landlord shall be released by Tenant from allliability for the return of the Deposit, and Tenant agrees to look solely tothe vendee or transferee for the return of the Deposit.  Tenant agrees that this Section 5 shallapply to every transfer or assignment to a new Landlord.

 

5.04                           Not Deductible from RentalObligations.  Tenant may not deductthe Deposit from its Minimum Monthly Rent, Additional Rent, or from otherpayments to Landlord hereunder and Landlordss right to possession of thePremises or to take appropriate action for nonpayment of any other reason shallnot be affected by the fact that Landlord holds the Deposit and does not use,apply or retain same as set forth herein.

** **

**SECTION 6****:****                           SURRENDER OF PREMISES**

 

6.01                           Tenant’s Removal of Tenant’s Property.  Upon the expiration or sooner termination ofthe Term, if Tenant has fully and faithfully performed all of the terms,conditions and covenants hereof to be performed by Tenant, but not otherwise,Tenant shall, at its sole cost and expense, remove all personal property andtrade fixtures which Tenant has installed or placed in or on the Premises (allof which are hereinafter referred to as Tenants Property).  Tenant shall repair all damage resultingfrom such removal and Tenant shall thereupon surrender the Premises in the samecondition as on the Occupancy Date, reasonable wear and tear excepted.

 

6.02                           Landlord’s Notice to Remove.  If Tenant has not fully and faithfullyperformed all of the terms, conditions and covenants of this Lease to beperformed by Tenant, Tenant shall nevertheless remove Tenants Property from thePremises in the manner aforesaid within fifteen (15) days after receipt ofwritten direction to do so from Landlord.

 

6.03                           Landlord’s Removal of Tenant’sProperty.  In the event Tenantfails to remove any of Tenants Property as provided herein, Landlord may, butis not obligated to, at Tenants expense, remove all of such Tenants Propertynot so removed and repair all damage to the Premises resulting from suchremoval, and Landlord shall have no responsibility to Tenant for any loss ordamage to Tenants Property caused by or resulting from such removal orotherwise.  If the Premises is notsurrendered at the end of the Term, Tenant shall indemnify Landlord against allloss or liability resulting from delay by Tenant in so surrendering the Premisesincluding, without limitation, any claims made by any succeeding Tenant foundedon such delay.

 

**SECTION 7****:****                           USE OF PREMISES**

 

7.01                           Permitted Use and Trade Name.  The Premises is leased to Tenant solely forgeneral office use for an Executive Management Office.  Tenant shall not use or suffer to be usedthe Premises, or any portion thereof, for any other purpose or purposeswhatsoever, without Landlords prior written consent.  Should Tenants use change the occupancy rating of the Center,then Tenant, at its sole cost and expense, shall be responsible to retrofit thePremises to comply with the occupancy rating. It is Tenants responsibility to ensure that its proposed use for thePremises is legally permissible.  Tenantshall conduct business under the trade name of **INTERNATIONAL INTEGRATED INCORPORATED OR ANY OTHER SUCCESSOR RESULTINGFROM MERGER, ACQUISTIONS, ETC,** and no other without the priorwritten consent of Landlord.

 

7.02                           Repair and Maintenance Obligations.  Tenant shall keep and maintain, at Tenantssole cost and expense, in good order, condition and repair (including any suchreplacement and restoration as is required for that purpose) the Premises andevery part thereof and any and all appurtenances thereto wherever located,including, but without limitation, the exterior and interior portion of alldoors, door checks, windows, plate glass, Tenant signage, all plumbing andsewage facilities within the Premises including free flow up to the main sewerline, fixtures, heating and air conditioning and electrical systems (whether ornot located in the Premises), sprinkler system, walls, floors and ceilings, andany work performed by or on behalf of Tenant hereunder.  Tenant shall also keep and maintain in goodorder, condition and repair (including any such replacement and restoration asis required for that purpose) any special equipment, fixtures or facilitiesother than the usual and ordinary plumbing and utility facilities, whichspecial facilities shall include, but not be limited to, grease traps locatedoutside the Premises.  Landlord agreesto assign to Tenant any warranties Landlord may have pertaining to those partsof the Premises Tenant is responsible for maintaining hereunder.

 

7.03                           Trash Removal. Tenant shall store all trash and garbage in metal containers locatedwhere designated by Landlord so as not to be visible or create a nuisance tocustomers and business invitees in the Center, and so as not to create orpermit any health or fire hazard. Landlord shall arrange for the regular removal thereof.  If Tenant requires more frequent refuseremoval or larger refuse facilities over that generally provided by Landlord,Tenant shall pay for same.

 

7.04                           Rules and Regulations.  Tenant hereby covenants and agrees that it,its agents, employees, servants, contractors, subtenants and licensees shallabide by the Rules and Regulations attached hereto as Exhibit E andincorporated herein by reference, and such additional rules and regulationshereafter adopted, and amendments and modifications of any of the foregoing, asLandlord may, from time to time, adopt for the safety, care and cleanliness ofthe Premises or the Center, and for the preservation of good order thereon andtherein.

 

7.05                           Operate in Business-Like Manner.  Tenant shall operate the Premises during theentire Term with sound business practice, due diligence and efficiency.  Tenant shall provide, install and at alltimes

 

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maintain in the Premises all suitable furniture, fixtures, equipmentand other personal property necessary for the conduct of Tenants businesstherein in a businesslike manner.

 

7.06                           Rights of Other Tenants in Center.  Tenant shall not do, permit or sufferanything to be done, or kept upon the Premises which will obstruct or interferewith the rights of other tenants, Landlord or the patrons and customers of anyof them, or which will annoy any of them or their patrons by reason ofunreasonable noise or otherwise, nor will Tenant commit or permit any nuisanceon the Premises or commit or suffer waste or any illegal act to be committedthereon.

 

7.07                           Center Security Services.  Tenant acknowledges and agrees that Landlordmay, but will not  be required to, adoptand provide security services for the Center from time to time.  However, Landlord will not  be required to provide any such services forthe Center, and any security services that are voluntarily undertaken byLandlord may be changed or discontinued from time to time in Landlords sole andabsolute discretion, without liability to Tenant, its employees, agents,customer and invitees.  Tenant waivesany claims it may have against Landlord arising out of any security servicesprovided by Landlord, or the inadequacy or absence thereof, specificallyincluding Landlord=s negligence with respect to the providing or failure toprovide such services.  Tenant assumesthe total and sole responsibility for pursuing any civil or criminal remediesagainst any other person.  Landlordshall supply a 24-hour key-card security access system at the entrance to thebuilding.  Tenant will be given accesscards upon occupancy of the Premises. Tenant shall be solely responsible for the replacement cost of any lostor stolen access cards.  Replacementcards shall be at a cost of $10.00 per card.   Upon termination of Lease, Tenant shall return all access cards.

 

7.08                           Compliance with Laws.  Tenant shall at its sole cost and expense,comply with all federal, state, city and municipal statutes, ordinances, rules,and regulations in force during the Term and affecting the Center, the Premisesor Tenant’s use thereof.  Further,Tenant shall indemnify and hold Landlord harmless from and against any penalty,damage or charges imposed for any violation of any requirement by Tenant, itsassignees or agents.

 

(a)                                  Hazardous Waste.  Tenant shall not use the Premises for the generation, storage,manufacture, production, releasing, discharge, or disposal of any hazardoussubstance (defined below) or allow or suffer any other entity or person to doso.  “Hazardous Substance” shall meanany flammable or related material and any other substance or material definedor designated as a hazardous or toxic substance, material or waste by agovernmental law, order, regulation or ordinance presently in effect or asamended or promulgated in the future and shall include, without limitation:

 

*(i)**                                  Thosesubstances included within the definitions of “hazardous substances,”“hazardous materials,” “toxic substances” or “solid waste” in CERCLA, RCRA, theHazardous Materials Transportation Act, 40 U.S.C. Sections 1801 et seq.,the Clean Water Act, 33 U.S.C. 2601 et seq., the Clean Air Act, 42U.S.C. 7401 et seq., the Toxic Substance Control Act, 15 U.S.C. 2601 etseq., and the Safe Drinking Water Act, 42 U.S.C. 300f through 300j, and inthe regulations promulgated pursuant to said laws;*

 

*(ii)**                              Thosesubstances listed in the United States Department of Transportation Table (49CFR 172.101 and amendments thereto) or by the Environmental Protection Agency(or any successor agency) as hazardous substances (40 CFR Part 302 andamendments thereto);*

* *

*(iii)**                          Suchother substances, materials and wastes which are or become regulated underapplicable local, state or federal law, or the United States Government, orwhich are classified as hazardous or toxic under federal, state or local lawsor regulations; and*

* *

*(iv)**                            Anymaterial, waste or substance which is (A) petroleum, (B) asbestos, (C)polychlorinated biphenyls or (D) designated as a “hazardous substance” pursuantto Section 311 or the Clean Water Act, 33 U.S.C. Sections 1251 et seq.(33 U.S.C. 1321) or listed pursuant to Section 307 of the Clean Water Act (33U.S.C. 1317).*

* *

(b)                                 Permissible Conditions.  The foregoing notwithstanding, Tenant shallbe entitled to use and maintain such limited quantities of materials that mayotherwise be defined as “hazardous substances,” “hazardous materials,” “toxicsubstances,” or “solid waste” as used in the ordinary course of Tenant’sbusiness; provided, that such “materials” are properly maintained, stored,disposed of, Tenant complies with all laws, ordinances, rules and regulationsapplicable thereto and Tenant bears all responsibility and liability therefor.

 

(c)                                  Indemnification of Landlord.  Tenant shall protect, indemnify and holdharmless Landlord, its partners, directors, officers, employees, agents,successors and assigns, the Center and Landlord’s management agent for theCenter from and against any and all claims losses, damages, costs, expenses,liabilities, fines, penalties, charges, administrative and judicial proceedingsand orders, judgments, remedial action requirements, enforcement actions of anykind (including, without limitations, attorneys’ fees and costs at trial and onappeal) directly or indirectly arising out of or attributable to, in whole orin part, the breach of any of the covenants, representations and warranties ofthis Section 7.08, or the use, generation, manufacture, production, storage,release, threatened release, discharge, disposal, or presence of HazardousSubstance on, under, from or about the Premises.  The foregoing indemnity shall further apply to any residualcontamination on, under, from or about the Premises, the Center, or affectingany natural resources arising in connection with the use, generation, manufacturing,production, handling, storage, transport, discharge or disposal of any suchHazardous Substance, and irrespective of whether any of such activities were orwill be undertaken in accordance with environmental laws or other applicablelaws, regulations, codes and ordinances.

 

(d)                                 Compliance Inspections.  Upon notification of Tenant by Landlord,Landlord reserves the right to request appropriate governmental officials toinspect the Premises, from time to time, in order to determine Tenant’scompliance herewith.

 

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**SECTION 8****:****                           PARKING AND COMMON AREAS**

 

8.01                           Nonexclusive Right to Parking andCommon Areas.  Tenant, itsagents, employees, contractors, subtenants, customers and business inviteesshall have the nonexclusive right, in common with Landlord and all others towhom Landlord has or may hereafter grant rights, to use such Common Areas ofthe Center (including, but not limited to, the parking lot(s), walkways,corridors, halls, passageways and ramps, sidewalks, access roads, landscape andplanted areas, conference facilities, public rest rooms and other publicfacilities, if any) as designated from time to time by Landlord in its solediscretion (collectively “Common Areas”), subject to such rules and regulationsas Landlord may from time to time impose. Landlord shall operate, manage, equip, light, repair and maintain theCommon Areas for their intended purposes, as Landlord shall determine.  Landlord may do such other acts in and tothe Common Areas as in its sole judgment may be desirable.  All Common Areas shall be subject to theexclusive control and management of Landlord or its agents.  Tenant shall not at any time interfere withthe rights of Landlord, other tenants, its and their agents, employees,contractors, subtenants, licensees, customers and business invitees to use anypart of the parking lot or Common Areas. In no event shall Tenant have the right to sell or solicit in any mannerin any of the Common Areas without Landlord’s prior written consent.  Landlord shall not be subject to anyliability, nor shall Tenant be entitled to any compensation, or reduction orabatement of rent, by reason of any alteration or diminution of the CommonAreas, and no such alteration or diminution of the Common Areas, shall bedeemed constructive or actual eviction.

 

8.02                           Obligation to Pay Pro-rata Share ofCenter’s Operating Cost. Notwithstanding the foregoing, Tenant shall be obligated to pay itspro-rata share of the Center’s Operating Cost as set forth in Section 3 above.

 

8.03                           Parking Limitations.  Tenant and its employees shall park theircars only in those portions of the parking areas, if any, designated for thatpurpose by Landlord.  Tenant shallfurnish Landlord with its and its employees automobile license numbers withinfifteen (15) days after the Occupancy Date and Tenant shall thereafter notifyLandlord of any change within five (5) days after such change occurs.  Tenant hereby authorizes Landlord to tow awayfrom the Center at Tenant’s expense any improperly parked car or cars belongingto Tenant or Tenant’s employees and/or to attach violation stickers or noticesto such cars.  Landlord may assigncovered parking and charge fees for same. Landlord shall allow Tenant the exclusive use of **seven (7) covered parking spaces** located onthe south side of the building for the term of the Lease at rate of Forty-fiveand no/100 Dollars ($45.00) per space per month, to be paid as Additional Rent.

 

**SECTION 9****:****                           ALTERATIONS ANDIMPROVEMENTS**

 

9.01                           Restriction on Alterations.  Tenant may make no alteration,repairs, additions or improvements in, to or about the Premises (collectively,“**Tenant Alterations**”),without the prior written consent of Landlord, and Landlord may impose as acondition to such consent such requirements as Landlord, in its solediscretion, may deem necessary or desirable, including without limitation, (a)the right to approve the plans and specifications for any work, (b) the rightto require insurance satisfactory to Landlord, (c) the right to requiresecurity for the full payment for any work, (d) requirements as to the mannerin which or the time or times at which work may be performed and (e) the rightto approve the contractor or contractors to perform Tenant Alterations.  All Tenant Alterations shall be compatiblewith the Building and completed in accordance with Landlord’s requirements andall applicable rules, regulations and requirements of governmental authoritiesand insurance carriers.  Tenant shallpay to Landlord Landlord’s reasonable charges for reviewing and inspecting allTenant Alterations to assure full compliance with all of Landlord’srequirements.  Landlord does notexpressly or implicitly covenant or warrant that any plans or specificationssubmitted by Tenant are safe or that the same comply with any applicable laws,ordinances, codes, rules or regulations. Further, Tenant shall indemnify, protect, defend and hold Landlordharmless from any loss, cost or expense, including attorneys’ fees and costs,incurred by Landlord as a result of any defects in design, materials orworkmanship resulting from Tenant Alterations, except to the extent suchdefects are caused by Landlord, its agents, servants or employees.  If requested by Landlord, Tenant shallprovide Landlord with copies of all contracts, receipts, paid vouchers, and anyother documentation in connection with the construction of such TenantAlterations.  Tenant shall promptly payall costs incurred in connection with all Tenant Alterations and shall notpermit the filing of any mechanic’s lien or other lien in connection with anyTenant Alterations.  If a mechanic’slien or other lien is filed against the Building or the Project, Tenant shalldischarge or cause to be discharged (by bond or otherwise) such lien within ten(10) days after Tenant receives notice of the filing thereof and shall notallow any such lien to be foreclosed upon. If a mechanic’s lien or other lien is filed against the Building or theProject and Tenant fails to timely discharge such lien, Landlord may, withoutwaiving its rights and remedies based on such breach of Tenant and withoutreleasing Tenant from any of its obligations, cause such liens to be releasedby any means it shall deem proper, including payment in satisfaction of theclaim giving rise to such lien.  Tenantshall pay to Landlord within thirty (30) days following notice by Landlord, anysum paid by Landlord to remove such liens, together with interest at Landlord’scost of money from the date of such payment by Landlord.  Any increase in any tax, assessment orcharge levied or assessed as a result of any Tenant Alterations shall bepayable by Tenant in accordance with Section 12 hereof.  Tenant shall be responsible for paying thegeneral contractor’s overheard and fee in connection with the work performedpursuant to this Section 9.

 

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9.02                           Signage.  Allsigns shall be designed, constructed and installed in accordance with Exhibitattached hereto and incorporated by this reference herein or such uniform signcriteria as may be promulgated by Landlord in lieu thereof.  All such signage shall be installed by theCommencement Date.  Landlord shall havefinal approval of any and all signs to be located on or about the Premises andthe Center.  Tenant shall submit workingdrawings to Landlord for approval. Landlord shall, in writing, either accept, reject or modify Tenants signproposal within seven (7) business days after receipt.  Failure of Landlord to notify Tenant withinthe seven (7) day period shall be deemed a rejection of the proposed sign.  Landlord agrees that the approved sign shallbecome a portion of this Agreement. Tenant may erect identification signs only on the entrance door to thePremises in the spaces so designated by Landlord in the sign criteria set forthin Exhibit “D” hereto and made a part hereof by reference and which may beamended or modified by Landlord from time to time.

 

**SECTION 10****:  REPAIRS**

 

10.01                     Repairs and Maintenance.  Landlord shall maintain only the roof,foundation and the structural soundness of the exterior walls of the buildingin good repair, reasonable wear and tear excepted.  Tenant shall repair and pay for any damage caused by thenegligence of Tenant, or Tenant’s employees, agents or invitees, or caused byTenant’s default hereunder.  The term“walls” as used herein shall not include windows, glass or plate glass, doors,special store fronts or office entries. Tenant shall provide Landlord immediately written notice of defect orneed for repairs, after which Landlord shall have reasonable opportunity torepair same or cure such defect. Landlord’s liability with respect to any defects, repairs or maintenancefor which Landlord is responsible under any of the provisions hereof shall belimited to the cost of such repairs or maintenance or the curing of suchdefect.

 

10.02                     Tenant’s Responsibilities.  Tenant shall at its own cost and expensemaintain all parts of the Premises (except those for which Landlord isexpressly responsible under the terms hereof) in good condition, promptlymaking all necessary repairs and replacements. Tenant shall not be obligated to repair any damage caused by fire,tornado or other casualty covered by the insurance to be maintained by Landlordpursuant to Section 14 below, except that Tenant shall be obligated to repairall wind damage to glass except with respect to tornado damage.  Tenant shall not damage any demising wall ordisturb the integrity and support provided by any demising wall and shall, atits sole cost and expense, promptly repair any damage or injury to any demisingwall caused by Tenant or its employees, agents or invitees.

 

**SECTION 11****:  LANDLORDSERVICES**

 

11.01                     Landlord’s Services.  Landlord agrees to provide Tenant, asLandlord deems necessary, and subject to the (i) limitations contained in anygovernmental controls now or hereafter imposed or matters beyond Landlord’scontrol, (ii) cessation for necessity and (iii) Tenant’s payment andperformance obligations in connection with the Center’s Operating Costs, thefollowing services:

 

(a)                                  Regularrefuse and trash disposal.

 

(b)                                 Waterand sewer access for reasonable uses in the Premises and Common Areas with theexception of commercial enterprises which require water for the conduct oftheir business, the latter cost thereof being paid as Additional Rent hereunderas billed to such Tenant by Landlord; and

 

(c)                                  Landscaping,streetscaping, parking lot repair and maintenance and sweeping, electricalpower and water for the Common Areas and lighting for the Common Areas.

 

11.02                     Notice to Tenant.  Upon twenty-four (24) hours notice toTenant, Landlord reserves the right to enter the Premises to install andmaintain pipes, energy meters, conduits and other appurtenances in the soffitor other space about the ceilings or ceiling line, the walls and under anyfloors of the Premises, which appurtenances or the like may be for othertenants of the building in which the Premises is situated.

 

**SECTION 12****:  TAXES**

 

12.01                     Taxes.  Tenantshall be liable for and shall pay before delinquency (and, upon demand byLandlord, Tenant shall furnish Landlord with satisfactory evidence of thepayment thereof) all taxes, fees, bonds and assessments of whatsoever kind ornature, and penalties and interest thereon, if any, levied against Tenant’sProperty or any other personal property belonging, situated or installed in orupon the Premises whether or not affixed to the realty.  If any such taxes on personal property areassessed as part of the tax on the real property of which the Premises is apart, then Tenant shall pay to Landlord the amount of such additional taxes asmay be levied against the real property by reason thereof.

 

12.02                     Additional Taxes.  If at any time during the Term, a tax or excise on rents or othertax (except income tax), however described, is levied or assessed againstLandlord on account of any rent reserved hereunder, all such tax or excise onrents or other taxes shall be paid by Tenant. Whenever Landlord receives any statement or bill for any such tax orshall otherwise be required to make payment on account thereof, Tenant shallpay, as Additional Rent, the amount due hereunder within ten (10) days afterdemand therefor accompanied by delivery to Tenant of a copy of such taxstatement, if any.

 

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**SECTION 13****:  UTILITIES**

 

13.01                     Utilities. Tenant shall pay all charges for gas, heat, electricity, power, refusedisposal, environmental waste disposal, air conditioning, telephone service(collectively “Utilities”) charged or attributable to the Premises, and allother services or utilities used in, upon or about the Premises by Tenantduring the Term.  To the extent thecosts therefor are not separately metered or billed to Tenant, but are a costof the Center, including water, sewer service charges and rentals and customaryrefuse disposal, Landlord shall estimate in advance and Tenant shall pay asAdditional Rent and in the manner and at the time(s) Tenant pays its share ofthe Center’s Operating Cost under Section 4.01(a) above, all charges forUtilities and all other services used in, upon or about the Premises by Tenant.

 

13.02                     Pro-rata Share. With respect to any Utility or other service mentioned herein which isnot separately metered or billed to Tenant, if Landlord determines thatTenant’s use of such Utility or service is excessive or abnormal such that itis unfair to assess Tenant and other tenants therefor on a pro-rata squarefootage basis, Landlord shall so notify Tenant.  Such written notice shall contain Landlord’s estimate of a fairpercentage of the overall cost of such Utility or service which should bebilled to Tenant.  If, within thirty(30) days after Tenant’s receipt of such notice, Landlord and Tenant are unableto agree upon a fair percentage if the overall cost of such Utility or serviceto be paid by Tenant, then, and in such event, Tenant shall thereafter, atTenant’s election, either (i) pay the percentage of overall cost set forth inLandlord’s notice, or (ii) cause such utility or service to be separatelymetered to Tenant or separately contracted for by Tenant, so that Tenant willpay separately, at Tenant’s sole expense, for such Utility or service (in whichcase Landlord shall not assess Tenant for any pro-rata share of such Utility orservice).  The cost of any separatemeter shall be paid by Tenant.

 

**SECTION 14****:  INSURANCE**

 

14.01                     General Obligations.  Tenant shall, at all times during the Term,at its sole cost and expense, procure and maintain in full force and effect apolicy or policies of commercial general liability insurance coverage writtenon an occurrence from and issued by an insurance carrier having an A.M. Bestrating of at least A-VIII and authorized to transact business in the State ofNevada insuring against (i) loss, damage or liability for injury or death topersons and loss or damage to property, (ii) advertising injury, and (iii) anycontractual liability, occurring from any cause whatsoever in connection withthe Premises or Tenant’s use thereof. Such liability insurance shall be in amounts of not less than OneMillion Dollars ($1,000,000.00) combined single limit coverage.  Such insurance shall also cover and includeall exterior signs maintained by Tenant hereunder.  Landlord shall be named as an additional insured and loss payee(and at Landlord’s option, any other persons, firms or corporations designatedby Landlord shall be additional named insured’s) under each such insurancepolicy.

 

14.02                     All-Risk Casualty Insurance.  Tenant shall, at all times during the Term,at its sole cost and expense, procure and maintain in full force and effect“all-risk” casualty insurance and such further coverages as Landlord mayrequire, covering not less than 100% of the full replacement value of theTenant’s improvements on the Premises and the personal property therein.  Tenant and Landlord, as their interests mayappear, shall be named insured’s (and at Landlord’s option, any other persons,firms, or corporations designated by Landlord shall be additionally namedinsured’s) under each such insurance policy.

 

14.03                     Certificate of Insurance/Evidenceof Renewal.  The minimum limitsof insurance policies required of Tenant hereunder shall in no event limitTenants liability hereunder.  Acertificate issued by the insurance carrier for each insurance policy requiredto be maintained by Tenant hereunder together with a copy of each such policyor certificate shall be delivered to Landlord and all other named insured’s onor before the**Occupancy Date**hereof and thereafter, as to policy renewals within thirty (30) days prior tothe expiration of the term of each such policy.  Each certificate of insurance and each such insurance policyrequired to be maintained by Tenant hereunder shall be in form and substancesatisfactory to Landlord, shall expressly evidence insurance coverage asrequired hereby, and shall contain an endorsement or provision requiring notless than thirty (30) days prior written notice to Landlord and all other namedinsured’s of the cancellation, diminution in the perils insured against, orreduction of the amount of coverage of the particular policy in question.

 

In the event Tenant fails to procure such insurance,or to deliver such policies or certificates and appropriate endorsements,Landlord may, at its option, procure such policies for the account of Tenant,and the cost thereof plus fifteen percent (15%) administrative charge shall bepaid by Tenant to Landlord as Additional Rent within five (5) days after thedelivery to Tenant of bills therefor. The amounts of the insurance required hereunder shall be subject toadjustment from time to time as requested by Landlord, based upon inflation,increased liability awards, recommendations of professional insurance advisors,and other relevant factors.

 

14.04                     Use to not Increase Insurance Risk.  Tenant shall not use or occupy, or permitthe Premises to be used or occupied, in a manner which will increase the ratesof insurance for the Premises or the Center. Tenant shall also not use or occupy, or permit the Premises to be usedor occupied, in a manner which will make void or voidable any insurance then inforce with respect thereto or the Center, or which will make it impossible toobtain casualty or other insurance with respect thereto or the Center.  If by reason of the failure of Tenant tocomply with the provisions of this Section, the other insurance rates for thePremises or the Center be higher than they otherwise would be, Tenant shallreimburse Landlord, as Additional Rent, on the first day of

 

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the calendar month next succeeding notice by Landlord to Tenant of saidincrease, for that part of all insurance premiums thereafter paid by Landlordwhich shall have been charged because of such failure of Tenant.

 

14.05                     Recovery Limited to Insurance.  Tenant hereby waives any and all rights ofrecovery from Landlord, its partners, officers, agents and employees for anyloss or damage, including consequential loss or damage, caused by any peril orperils (including negligent acts) enumerated in each form of insurance policyrequired to be maintained by Tenant hereunder.

 

14.06                     Waiver of Subrogation.  Each policy of insurance procured by Tenantas provided in this Section shall contain an express waiver of any and allrights of subrogation thereunder whatsoever against Landlord, its partners,officers, agents and employees.  Allsuch policies shall be written as primary policies and not contributing with orin excess of the coverage, if any, which Landlord may carry.  Any other provision contained in thisSection or elsewhere herein notwithstanding, the amounts of all insurancerequired hereunder to be procured by Tenant shall not be less than an amountsufficient to prevent Landlord from becoming a co-insurer.

 

14.07                     Plate Glass. Tenant shall replace, at the expense of Tenant, any and all plate andother glass damaged or broken from any cause whatsoever in and about thePremises.  Landlord may insure, and keepinsured, at Tenant’s expense, all plate and other glass in the Premises for andin the name of Landlord.  Bills for thepremiums thereof shall be rendered by Landlord to Tenant at such times asLandlord may elect, and shall be due from, and payable by, Tenant whenrendered, and the amount thereof shall be deemed to be, and be paid as,Additional Rent.

 

14.08                     Indemnification.  Tenant during the Term shall indemnify and save harmlessLandlord, the Center and Landlord’s managing agent for the Center from andagainst any and all claims and demands whether for injuries to persons or lossof life, or damage to property, occurring within the Premises or elsewhere onthe Center, or arising out of the use and occupancy of the Premises by Tenant,or occasioned wholly or in part by any act or omission of Tenant, or itsagents.  However, to the extent thatsuch claims and demands, whether for injuries to persons or loss of life, ordamage to property are not caused by wilful misconduct on the Landlord’s part,Tenant shall protect and hold Landlord harmless and shall pay all costs,expenses and attorney’s fees that may be incurred or paid by Landlord indefending such claims or demands.

 

In the event Tenant becomes a party to any litigationsolely because of the Landlord’s wilful misconduct, then Landlord shall protectand hold Tenant harmless and shall pay all costs, expenses and attorney’s feesthat may be incurred or paid by Tenant in defending such claims or demands.

 

14.09                     Landlord’s Policy Covering Center.  Landlord shall, at all times during theTerm, subject to Tenant’s obligations for its pro-rata share of the Center’sOperating Cost, procure and maintain in full force and effect “all-risk”insurance against perils included therein, including business income loss forup to one (1) year, and such further coverage as Landlord may conclude isnecessary covering not less than 80% of the current replacement value of thebuilding in which the Premises is situated and its improvements, including butnot limited to earthquake and flood coverage. The insurer therefor shall meet the minimum requirements as otherwiseset forth above.  Mortgagee(s) of theCenter or any portion thereof may be named as additional insured’sthereon.  Landlord, in connection withsuch casualty insurance, shall endeavor to obtain the agreement of eachmortgagee of the Center or the Premises to make proceeds of such insuranceavailable for repair and restoration of Landlord’s Work in accordance with theprovisions of Section 20 hereof.

 

14.10                     Landlord’s Liability PolicyCovering Center.  Landlordshall, at all times during the Term, subject to Tenant’s obligation for itspro-rata share of the Center’s Operating Costs, procure and maintain in fullforce and effect a policy or policies of commercial general liability insuranceassuring against loss or damage or liability for injury or death to persons andloss or damage to property occurring from any cause whatsoever in connectionwith the Center but not necessarily included within the Premises.  Such liability insurance shall be in an amountof not less than One Million Dollars ($1,000,000.00), combined single limitcoverage.  Such insurance shall alsocover and include all exterior signs maintained by Landlord hereunder.  The insurer therefor shall meet minimumrequirements as otherwise set forth above. Mortgagee(s) of the Center or any portion thereof may be named asadditional insured’s thereon.

 

**SECTION 15****:  LIENS**

 

15.01                     Tenant shall allow no Liens.  Tenant shall at all times indemnify, saveand hold Landlord, the Premises, the Center and leasehold created hereby freeof and harmless from any claims, liens, demands, charges, encumbrances,litigation and judgments arising directly or indirectly out of any use,occupancy or activity of Tenant, or out of any work performed, materialfurnished, or obligations incurred by Tenant in, upon or otherwise inconnection with the Premises.  Tenantshall give Landlord written notice of at lease ten (10) days prior to thecommencement of any work on the Premises to afford Landlord the opportunity offiling appropriate **Notices of Nonresponsibility**.  Tenant shall, at its sole cost and expense,within fifteen (15) days after filing of any lien of record, obtain thedischarge and release thereof.  Nothingcontained herein shall prevent Landlord, at the cost and for the account ofTenant, from obtaining said discharge and release in the event Tenant fails orrefuses to do the same within said fifteen (15) day period.

 

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**SECTION 16****:  INDEMNIFICATION**

 

16.01                     Tenant’s Duty to Indemnify.  Tenant hereby indemnifies, saves and holdsLandlord, the Premises, the Center, the leasehold estate, and Landlord’smanagement agent for the Center, free and harmless from any and allliabilities, losses, costs, expenses, including attorneys’ fees (at trial andappeal), causes of action, suits, judgments, claims, liens and demands of anykind whatsoever in connection with, arising out of, or by reasons of any act,omission or negligence of Tenant, its agents or business invitees while in,upon, about or in any way connected with the Premises or the Center or arisingfrom any accident, injury or damage, however and by whomever caused, to anyperson or property whatsoever, occurring in, upon, about or in any wayconnected with the Premises or any portion thereof other than solely as aresult of the wilful misconduct of Landlord.

 

16.02                     Limitation on Landlord’s Liability.  Landlord shall not be liable to Tenant or toany other person for any damage occasioned by falling plaster, electricity,plumbing, gas, water, steam, sprinkler or other pipe and sewage system or bythe bursting, running or leaking of any tank, washstand, closet or waste ofother pipes, nor for damages occasioned by water being upon or coming throughthe roof, skylight, vent, trapdoor or otherwise or for any damage arising fromany acts or neglect of other tenants or occupants of the Center or of adjacentproperty or of the public, nor shall Landlord be liable in damages or otherwisefor any failure to furnish, or interruption of, the service of any utility.

 

16.03                     Landlord’s Duty to Indemnify.  Landlord hereby indemnifies, saves and holdsTenant and the leasehold estate free of and harmless from any and allliabilities, losses, costs, expenses, including attorneys’ fees (at trial andappeal), causes of action, suits, judgments, claims, liens and demands of anykind whatever directly arising solely out of the wilful misconduct of Landlordor its employees, while in, upon, about or in any way connected with thePremises or the Center.

 

16.04                     Survival Clause.  Each party’s indemnity rights and obligations hereunder (whetherset forth in Section 16 or elsewhere) shall survive the expiration ortermination hereof.

 

**SECTION 17****:  SUBORDINATION;ESTOPPEL CERTIFICATE**

 

17.01                     Subordination. Tenant agrees upon request of Landlord to subordinate this Lease andTenant’s rights hereunder to the lien of any mortgage, deed of trust or otherencumbrance, together with any renewals, extensions or replacements thereof,now or hereafter placed, charged or enforced against the Premises, or anyportion thereof, or any property of which the Premises is a part and to executeand deliver at any time, and from time to time, upon demand by Landlord, suchdocuments as may be required to effectuate such subordination.  In the event that Tenant fails, neglects orrefuses to execute and deliver any such documents to be executed by it withinten (10) days after request by Landlord, Tenant hereby irrevocably appointsLandlord, its successors and assigns, the attorney-in-fact of Tenant to executeand deliver any and all such documents for and on behalf of Tenant.  Tenant acknowledges that the power ofattorney granted hereby is coupled with an interest.  Failure of Tenant to execute any statements or instrumentsnecessary or desirable to effectuate the provisions of this Section within ten(10) days after written request by Landlord, shall constitute a defaulthereunder.  In that event, Landlord inaddition to any other rights or remedies it may have, shall have the right, bywritten notice to Tenant to terminate this Lease as of a date not less thantwenty (20) days after the date of Landlord’s notice.  Landlord’s election to terminate shall not release Tenant of anyliability for its default.

 

17.02                     Estoppel Certificate.  Tenant agrees that within ten (10) days ofany demand therefor by Landlord, Tenant will execute and deliver to Landlordand/or Landlord’s designee a recordable certificate stating that this Lease isin full force and effect, such defenses or offsets as are claimed by Tenant, ifany, the date to which all rentals have been paid, and such other informationconcerning the Lease, the Premises and Tenant as Landlord or said designee mayrequest.  In the event that Tenant failsto execute and/or deliver any such certificate or offset statement to Landlordwithin said ten (10) days, Tenant hereby irrevocably appoints Landlord asTenant’s duly authorized attorney-in-fact for the purpose of executing anddelivering any such certificate or offset statement, and Tenant hereby grantsLandlord all power and authority necessary to execute and deliver suchdocuments on behalf of Tenant.  Tenantacknowledges that the power of attorney granted hereby is coupled with aninterest.

 

17.03                     Attornment. In the event of any sale, transfer or exchange of the Premises or theCenter by Landlord, Landlord shall be and is hereby relieved of all liabilityunder any and all of its covenants and obligations contained in or derived fromthis Lease, arising out of any act, occurrence or omission relating to the Premisesoccurring after the consummation of such sale, transfer, conveyance orexchange.  Tenant agrees to attorn tosuch purchaser, transferee or grantee.

 

**SECTION 18****:  ASSIGNMENTAND SUBLETTING**

 

18.01                     Assignment/Subletting NotPermitted Without Prior Written Consent.  Tenant shall not assign this Lease or any interest herein, norsublet the Premises, or any part thereof, or any right or privilege appurtenantthereto, nor permit the occupancy or use of any part thereof by any otherperson, without the written prior consent of Landlord.  A consent to one assignment, subletting,occupancy or use, shall not be construed as a consent to any subsequentassignment, subletting, occupancy or use. Tenant shall provide to Landlord evidence of assignees final suitability.

 

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18.02                     Tenant Not Released.  In the absence of an express agreement inwriting to the contrary executed by Landlord, no assignment, mortgage, pledge,hypothecation, encumbrance, subletting or license hereof or hereunder shall actas a release of Tenant from any of the terms, covenants and conditions hereofon the part of Tenant to be kept and performed.

 

18.03                     No Merger.  Thevoluntary or other surrender hereof by Tenant, or a mutual cancellation hereof,or the termination of this Lease by Landlord pursuant to any provisionscontained herein, shall not work a merger, but at the option of Landlord, shalleither terminate any or all subleases or subtenancies, or operate as anassignment to Landlord of any and such subleases or subtenancies.

 

18.04                     Review Fees. Tenant shall reimburse Landlord the greater of $500.00 or Landlord’sactual costs and attorneys’ fees incurred in connection with the processing anddocumentation of any requested transfer.

 

18.05                     Transfer of Ownership.  If Tenant is a corporation, partnership, orlimited liability company the issuance of any additional stock or partnershipor membership interest, as the case may be, and/or the transfer, assignment orhypothecation of any stock or interest in such corporation, partnership, orlimited liability company in the aggregate in excess of ten percent (10%) ofsuch interest, as the same may be constituted as of the date hereof, shall bedeemed an assignment within the meaning of this Section 18.

 

18.06                     Tenant Not Released/Conditions.  No subletting or assignment, even with theconsent of Landlord, shall relieve Tenant of its obligation to pay rent and toperform all its other obligations hereunder. Moreover, Tenant shall indemnify and hold Landlord harmless, as providedin Section 16.01, for any acts or omission by an assignee or subtenant.  Each transferee, other than Landlord, shallassume all obligations of Tenant hereunder and shall be liable jointly andseverally with Tenant for the payment of all rent and for the due performanceof all Tenant’s obligations under this Lease. No transfer shall be binding upon Landlord unless any documentmemorializing the transfer is delivered to Landlord and, if the transfer is anassignment of sublease, both the assignee/subtenant and Tenant deliver toLandlord an executed document which contains: (i) a covenant of assumption by the assignee/subtenant, and (ii) anindemnification agreement by Tenant, both satisfactory in substance and form toLandlord and consistent with the requirements of this Section; provided thatthe failure of the assignee/subtenant or Tenant to execute the instrument ofassumption shall not release either from any obligation hereunder.

 

The acceptance by Landlord of  any payment due hereunder from any otherperson shall not be deemed to be a waiver by Landlord of any provisions hereofor to be consent to any transfer. Consent by Landlord to one or more transfers shall not operate as awaiver or estoppel to the future enforcement by Landlord of its rightshereunder.

 

**SECTION 19****:  CONDEMNATION**

 

19.01                     Condemnation. In the event of any taking of or damage to all or part of the Premises(or any interest therein) prior to the expiration or earlier termination hereofand by reason of any exercise of the power of eminent domain (whether bycondemnation proceedings or otherwise) or by reason of any transfer of all orany part of the Premises (or any interest therein) made in avoidance of such anexercise, the rights and obligations of Landlord and Tenant with respectthereto shall be set forth in this Section. Such taking, damage and/or transfer are all referred to as an“Appropriation.”

 

19.02                     Entire Premises.  If the entire Premises is Appropriated, this Lease shallterminate and expire as of the date of such Appropriation, and Landlord andTenant shall be released from further liability hereunder.

 

19.03                     Portion of the Premises.  If the Appropriation exceeds one-third (1/3)of the floor space of the Premises and the remainder will not be reasonablyadequate for the operation of Tenant’s business after Landlord completes suchrepairs or alterations as Landlord elects to make, either Landlord or Tenantshall have the option to terminate this Lease by notifying the other partyhereto of such election in writing within thirty (30) days after suchAppropriation.

 

19.04                     Following Appropriation.  Subject to the provisions of Section 19.03above, if after such Appropriation the remaining part thereof is suitable forthe purposes from which Tenant has leased the Premises, this Lease shallcontinue in full force and effect, but the Minimum Monthly Rent shall bereduced in an amount equal to the proportion of the Minimum Monthly Rent whichthe floor space of the portion taken bears to the total floor space of thePremises.  In the event a partialAppropriation does not terminate this Lease, Tenant, at Tenant’s expense, shallmake repairs and restoration to the remaining Premises.  Tenant shall also repair or replace itsfixtures, furniture, furnishings and equipment.  If Tenant has closed, Tenant shall promptly reopen for business.

 

19.05                     Landlord’s Right to Terminate.  If any part of the Center comprising morethan 25% of the acreage of the Center, but not including the Premises, shall beAppropriated, Landlord shall have the right, at its option, to terminate thisLease by notifying Tenant within six (6) months of such Appropriation.

 

19.06                     Disposition of Awards.  All awards payable on account of suchAppropriation shall be payable to Landlord, and Tenant hereby waives any andall rights thereto and interest thereon; provided, however, that Tenant shallbe entitled to a separate award for the Tenant’s relocation costs, but Landlordshall have no obligation with respect thereto.

 

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19.07                     Temporary Taking.  No temporary taking of the Premises by governmental authorityshall terminate this Lease.  Any awardspecifically attributable to a temporary taking of the Premises shall belongentirely to Landlord and the Tenant shall only be entitled to abatement ofMinimum Monthly Rent during that time. A temporary raking shall be deemed to be a taking of the use ofoccupancy of the Premises for a period not to exceed ninety (90) days.

 

**SECTION 20****:  DAMAGE ORDESTRUCTION**

 

20.01                     Destruction. In the case of the total or partial destruction of the improvements onthe Premises, or any portion thereof, whether by fire or other casualty, thisLease shall not terminate except as otherwise specifically providedherein.  Tenant shall be entitled to areduction in the Minimum Monthly Rent in an amount equal to that proportion ofthe Minimum Monthly Rent which the number of square feet of floor space in theunusable portion bears to the total number of rentable square feet of the Premises.  Said reduction shall be prorated so that theMinimum Monthly Rent shall only be reduced for those days any given area isactually unusable.  Further, if aportion of the Premises is so damaged or destroyed so as to preclude Tenantfrom operating its business, then there shall be a full abatement of MinimumMonthly Rent until operations may be resumed. Subject to the availability of casualty insurance proceeds as providedin Section 14 above, Landlord shall promptly undertake to repair and restorethe building in which the Premises is situated including Common Areas thereinconsistent with the provisions of Section 20.02 below.  Thereafter, Tenant shall, in accordance withSection 20.02 below, promptly undertake and with reasonable dispatch repair andreconstruct the Premises and other improvements of Tenant on the Premises.  To the extent insurance proceeds areinsufficient therefor, Tenant shall be liable for any such difference.  In determining what constitutes reasonabledispatch, consideration shall be given to delays caused by labor disputes,civil commotion, war, governmental regulations or control, fire or othercasualty, inability to obtain any materials or services, acts of God and othercauses beyond Tenant’s reasonable control.

 

20.02                     Repair and Reconstruction.  The provisions of this Section 20 withrespect to repair and reconstruction by Landlord shall be limited as to thatwhich is necessary to place the Center in the condition as it existed at theOccupancy Date and when placed in such condition the Premises shall be deemedrestored and rendered tenantable. Thereafter, Tenant, at its expense, shall have no more than ninety (90)days, subject to extension of time for Force Majeure (as defined inSection 26 below) and Landlord delays in the completion of its repair orrestoration work, to perform Tenant’s Work and any and all modification,addition or alteration subsequent thereto. Tenant shall also repair or replace its stock in trade, fixtures, furniture,furnishing, floor coverings and equipment, and if Tenant has closed, Tenantshall reopen for business within such ninety (90) day period.

 

If the Premises cannot be restored and Tenant’sbusiness opened within twelve (12) months of such damage or destruction, basedupon an estimate therefor made by Landlord’s architect, then and in such event,Tenant may, within thirty (30) days after written notice from Landlordestimating the time to complete such repairs or restoration (which notice shallbe given to Tenant within thirty (30) days of such damage or destruction),elect to terminate this Lease by written notice to Landlord.

 

20.03                     Insurance Proceeds.  All insurance proceeds payable under any casualty insurancepolicy procured and maintained by Tenant shall be payable solely to Landlord and/orits mortgagee with the provision that such proceeds shall be made available forrepair and restoration of the Premises. Tenant shall in no case be entitled to compensation or damages onaccount of any annoyance or inconvenience in making repairs under any provisionhereof.  Except to the extent providedfor in this Section 20, neither the rent payable by Tenant nor any of Tenant’sother obligations hereunder shall be affected by any damage to or destruction ofthe Premises or any portion thereof by any cause whatsoever.

 

**SECTION 21****:  RIGHT OFACCESS**

 

21.01                     Landlord’s Right to Enter.  Landlord and Landlord’s agents andrepresentatives shall have the right to enter and inspect the Premises at anyreasonable time during business hours, for the purpose of ascertaining thecondition of the Premises or in order to make such repairs as may be requiredor permitted to be made by Landlord under the terms hereof.  Landlord shall have the right to use anymeans which Landlord may deem proper to open all doors in the Premises in anemergency.  Entry onto the Premisesobtained by Landlord by any such means shall not be deemed to be forcible orunlawful entry into, or a detainer of the Premises, or an eviction of Tenantfrom the Premises or any portion thereof. Nothing contained herein shall impose or deem to impose any duty on thepart of Landlord to do any work or repair, maintenance, reconstruction orrestoration, which under any provision hereof is required to be done by Tenant.  The performance thereof by Landlord shallnot constitute a waiver of Tenant’s default in failing to do the same.

 

21.02                     Storage of Materials.  Landlord may, during the progress of anywork on the Premises, keep and store upon the Premises all necessary materials,tools and equipment.  Landlord shall notin any event be liable for any inconvenience, disturbance, loss of business orquiet enjoyment, or other damage or loss to Tenant by reason of performing anysuch repairs or work upon the Premises, or on account of bringing materials, suppliesand equipment into, upon or through the Premises during the course thereof, andthe obligations of Tenant hereunder shall not thereby be affected in any mannerwhatsoever.

 

21.03                     Showing to Re-let.  Landlord, its authorized agents and representatives, shall beentitled to enter the Premises at all times for the purposes of exhibiting thesame to prospective purchasers and, during the final six (6) months of the Termhereof, Landlord shall be entitled to exhibit the Premises for lease and post

 

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signs therein announcing the same.

 

**SECTION 22****:  EXPENDITURESBY LANDLORD**

 

22.01                     Landlord’s Expenditures.  Whenever under any provision of this Lease,Tenant shall be obligated to make any payment or expenditure, or do any act orthing, or to incur any liability whatsoever, and Tenant fails, refuses orneglects to perform as herein required, Landlord shall be entitled, but shallnot be obligated, to make any such payment or to do any such act or thing, orto incur any such liability, all on behalf of and at the cost and for theaccount of Tenant.  In such event, theamount thereof with interest thereon at the rate of eighteen percent (18%) perannum shall constitute and be collectible on demand as Additional Rent.

 

**SECTION 23****:  TENANT’SDEFAULT; LANDLORDS REMEDIES**

 

23.01                     Events of Default.  Tenant’s compliance with each and every covenant and obligationhereof on its part to be performed hereunder is a condition precedent to eachand every covenant and obligation of Landlord hereunder.  Any one or more of the following shall be a“Default” hereunder:

 

(a)  Tenantshall default in the payment of any sum of money required to be paid hereunderand such default continues for five (5) days after the date any such paymentwas due; or

 

(b)  Tenantshall default in the performance of any other term, covenant or conditionhereof required to be performed by Tenant and such default continues for twenty(20) days after written notice thereof from Landlord to Tenant.  However, if the default complained of insuch notice is of such a nature that the same cannot with reasonable diligencebe done within said twenty (20) day period, Tenant shall commence to rectifyand cure the same and shall thereafter complete such rectification and curewith all due diligence, within forty (40) days from the date of giving of suchnotice; or

 

(c)  Tenantvacates or abandons the Premises during the Term hereof.  Abandonment is defined to include, but isnot limited to, any absence by Tenant from the Premises for thirty (30)consecutive days (or longer) or forty-five (45) days (whether consecutive ornot) in any calendar year; or

(d)  Theoccurrence of any Tenant Bankruptcy meaning (a) the application by Tenant orany Guarantor of Tenant or its or their consent to the appointment of areceiver, trustee, or liquidator of Tenant or any Guarantor of Tenant or asubstantial part of its or their assets, (b) the filing of a voluntary petitionin bankruptcy or the admission in writing by Tenant or any Guarantor of Tenantof its inability to pay its debts as they become due, (c) the making by Tenantor any Guarantor of Tenant of an assignment for the benefit of its creditors,(d) the filing of a petition or an answer seeking a reorganization or anarrangement with its creditors or an attempt to take advantage of anyinsolvency law, (e) the filing of an answer admitting the material allegationsof a petition filed against Tenant or any Guarantor of Tenant in anybankruptcy, reorganization, or insolvency proceeding, (f) the entering of anorder, judgment, or decree by any court of competent jurisdiction, adjudicatingTenant or any Guarantor of Tenant a bankrupt or an insolvent, approving apetition seeking such reorganization, or appointing a receiver, trustee, or liquidatorof Tenant or any Guarantor of Tenant or of all or a substantial part of its ortheir assets, or (g) the commencing of any proceeding under any bankruptcy,reorganization, arrangement, insolvency, readjustment, receivership, or similarlaw, and the continuation of such order, judgment, decree, or proceedingunstayed for any period of sixty (60) consecutive days after the expiration ofany stay thereof.

 

(e)  Tenantdoes, or permits to be done, any act which creates a mechanic’s lien or claimthereof against the Premises or the Center and fails to discharge same timely;or

 

(f)  Tenantfails to furnish Landlord with a copy of any insurance policy or certificaterequired to be furnished by Tenant to Landlord when due, and such default shallcontinue for ten (10) days after written notice from Landlord; or

 

(g)  Tenant’scausing, permitting or suffering to be done any act that requires prior writtenconsent of Landlord, unless such consent is so obtained; or

 

(h)  Tenantshall fail to occupy the Premises on the Commencement Date as fixed herein; or

 

(i)  Thediscovery by Landlord that any financial statement provided by Tenant, or byany affiliate, successor or guarantor was materially false.

 

23.02                     Landlord’s Rights.  In the event of a default as designated in this Section orelsewhere herein, in addition to any other rights or remedies provided forherein or available at law or in equity, Landlord, at its sole option, shallhave the following rights;

 

(a)  The rightto declare the Term of this Lease ended and to re-enter the Premises and totake possession thereof, and to terminate all of the rights of Tenant in and tothe Premises; or

 

(b)  The rightwithout declaring the Term of this Lease ended, to re-enter the Premises and tooccupy the same, or any portion thereof, for and on account of Tenant ashereinafter provided, applying any monies received first to the payment of suchexpenses as Landlord may have paid, assumed or incurred in recoveringpossession of the Premises, including costs, expenses, attorneys’ fees, andexpenditures placing the same in good order and condition, or preparing oraltering the same for reletting, and all other expenses,

 

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commissions and charges paid, assumed or incurred by Landlord in or inconnection with reletting the Premises and then to the fulfillment of covenantsof Tenant.  Such reletting shall be forsuch rent and on such other terms and conditions as Landlord in its sole discretion,deems appropriate.  In any case, andwhether or not the Premises or any part thereof be relet, Tenant, until the endof what would have been the term hereof in the absence of such default andwhether or not the Premises or any part thereof shall have been relet shall beliable to Landlord and shall pay to Landlord monthly an amount equal to theamount due as Minimum Monthly Rent, less the net proceeds for said month, ifany, of any reletting effected for the account of Tenant pursuant to theprovisions of this Subsection, after deducting all of Landlord’s expenses inconnection with such reletting, including, without limitation, all repossessioncosts, brokerage commissions, legal expenses, court costs, attorneys’ fees,expenses of employees, alteration costs, and expense of preparation for suchreletting (all said costs are cumulative and shall be applied against proceedsof reletting until paid in full). Landlord reserves the right to bring such actions for the recovery ofany deficits remain unpaid by Tenant hereunder as Landlord may deem advisablefrom time to time without being obligate to await the end of the Term for afinal determination of Tenant’s account and the commencement or maintenance ofone or more actions by Landlord in this connection shall not bar Landlord frombringing any subsequent actions for further accruals pursuant to the provisionsof this Section; or

 

23.03                     Removal of Persons and Property.  Pursuant to its rights of re-entry above,the Landlord may remove all persons from the Premises and may, but shall not beobligated to remove all property therefrom, and may, but shall not be obligatedto, enforce any rights Landlord may have against such property or store thesame in any public or private warehouse or elsewhere at the cost and for theaccount of Tenant or the owner(s) thereof. Tenant agrees to hold Landlord harmless from any liability whatsoeverfor the removal and/or storage of any such property, whether of Tenant or anythird party whomever.  Anythingcontained herein to the contrary notwithstanding, Landlord shall not be deemedto have terminated this Lease or the liability of Tenant to pay any rent orother sum of money thereafter to accrue hereunder, or Tenant’s liability fordamages under any of the provisions hereof, by any such re-entry, or by any actionin unlawful detainer or otherwise to obtain possession of the Premises, unlessLandlord shall have specifically, with reference to this Section, notifiedTenant in writing that it has so elected to terminate this Lease.  Tenant covenants and agrees that the serviceby Landlord of any notice pursuant to the unlawful detainer statutes of theState of Nevada and the surrender of possession pursuant to such notice shallnot (unless Landlord elects to the contrary at the time of, or at any timesubsequent to, the service of such notice to Tenant) be deemed to be atermination of this Lease, or the termination of any liability hereunder ofTenant to Landlord.

 

23.04                     Court Costs and Attorneys Fees.  In any action brought by Landlord or Tenantto enforce any of its rights under or arising from this Lease, the prevailingparty shall be entitled to receive its court costs and legal expenses,including reasonable attorneys’ fees, at trial and on appeal, whether suchaction is prosecuted to judgment or not. In the event Landlord commences any proceedings for non-payment of anyrent, Tenant will not interpose any counterclaim of any nature or descriptionin any such proceedings.

 

23.05                     No Waiver.  Thewaiver by Landlord of any particular default or breach of any of the terms,covenants or conditions hereof on the part of Tenant to be kept and performedshall not be a waiver of any preceding or subsequent breach of the same or anyother term covenant or condition contained herein.  Landlord’s failure to insist upon strict performance of any ofthe terms, conditions or covenants herein shall not be deemed to be a waiver ofany rights or remedies of Landlord.  Thesubsequent acceptance of rent or any other payment hereunder by Tenant toLandlord shall not be construed to be a waiver of any preceding breach byTenant of any term, covenant or condition of this Lease other than the failureof Tenant to pay the particular rental or other payment or portion thereof soaccepted, regardless of Landlord’s knowledge of such preceding breach at thetime of acceptance of such rental or payment. No payment by Tenant or receipt by Landlord of a lessor amount than therent herein provided shall be deemed to be other than on account of theearliest rent due and payable hereunder, nor shall any endorsement or statementon any check or any letter accompanying any check or payment as rent be deemedan accord and satisfaction, and Landlord may accept any such check or paymentwithout prejudice to Landlord’s right to recover the balance of such rent orpursue any other remedy provided herein. This Section 23 may not be waived.

 

23.06                     Landlord’s Lien.  Tenant agrees that Landlord shall have a Landlord’s lien on andagainst all real or personal property of Tenant or any of Tenant’s agents,subtenants, or licensees situated or in the Premises, which lien shall securethe payment of all rental and additional charges payable by Tenant to Landlordunder the terms hereof.  Tenant herebyirrevocably authorizes and empowers Landlord to execute and file, on Tenant’sbehalf, all financing statements, refiling and continuations thereof asLandlord deems necessary or advisable to create, preserve and protect saidlien.

 

**SECTION 24****:  QUIETPOSSESSION**

 

24.01                     Quiet Possession.  Tenant, upon the timely payment of the Minimum Monthly Rent,Additional Rent and other sums required of Tenant hereunder, and upon Tenant’sperformance of all of the terms, covenants and conditions hereof on its part tobe kept and performed, may quietly have, hold and enjoy the Premises during theTerm without any disturbance from Landlord or from any other person claimingthough Landlord.

 

**SECTION 25****:  LANDLORDSDEFAULT**

 

25.01                     Landlord’s Breach.  It is agreed that in the event Landlord fails or refuses toperform any of the provisions, covenants or conditions hereof on Landlord’spart to be kept or performed, that Tenant, prior to exercising any right orremedy Tenant may have against Landlord on account of such default, shall givewritten

 

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notice to Landlord of such default, specifying in said notice thedefault with which Landlord is charged and Landlord shall not be deemed indefault if the same is cured is within thirty (30) days of receipt of saidnotice.  Notwithstanding any other provisionshereof, Tenant agrees that if the default complained of in the notice providedfor by this Section is of such nature that the same can be rectified or curedby Landlord, but cannot with reasonable diligence be rectified or cured withinsaid thirty (30) day period, then such default shall be deemed to be rectifiedor cured if Landlord within a thirty (30) day period shall commence therectification and curing thereof and shall continue thereafter with all duediligence to cause such rectification and curing to proceed.

 

25.02                     Limitation of Landlord’s Liability.  The liability of Landlord to Tenant for anydefault by Landlord hereunder shall be limited to the equity interest ofLandlord in the Center and Tenant agrees to look solely to Landlord’s equityinterest in the Center for any recovery of any judgement from Landlord; itbeing intended that Landlord shall not be personally liable for any judgment ordeficiency.

 

**SECTION 26****:  FORCEMAJEURE**

 

26.01                     Force Majeure. Whenever a period of time is appointed in which, either party hereto isrequired to complete any act, the time for the completion thereof shall beextended by a period of time equal to the number of days which such party isprevented from or is unreasonably interfered with the completion of such act,because of labor disputes, civil commotion, governmental regulations orcontrol, war, fire or other casualty, inability to obtain any materials or toobtain fuel or energy, weather or other acts of God, or other causes beyondsuch party’s reasonable control (financial inability excepted).  However, nothing contained herein shallexcuse Tenant from the prompt payment of any rent or charge required of Tenanthereunder.

 

**SECTION 27****:  NOTICES**

 

27.01                     Notices.  Anyand all notices and demands required hereunder shall be in writing and shall bevalidly given or made if served either personally, or delivered by recognizedcommercial courier (such as Federal Express), or if deposited in the UnitedStates Mail, certified or registered, postage prepaid, return receiptrequested.  If such notice or demand beserved by registered or certified mail in the manner provided, service shall beconclusively deemed given two (2) calendar days after mailing or upon receipt,whichever is sooner.

 

(a)                                  Anynotice or demand to Landlord shall be addressed to Landlord at:

 

c/o Investment Equity Builders

4560 S. Decatur Boulevard, Suite 200

Las Vegas, Nevada 89103

702-871-4545

702-367-8126 Fax

 

with copy to:                          Deaner, Deaner, Scann Malan& Larsen

720 S. Fourth Street, Suite 300

Las Vegas, Nevada 89101

702-382-6911

702-366-0854 Fax

ATTN:          Doug Malan

 

(b)                                 Anynotice or demand to Tenant shall be addressed to Tenant at the Premises with acopy to:

 

INTERNATIONAL INTEGRATED INCORPORATED

4560 South Decatur Boulevard, Suite 300

Las Vegas, Nevada 89103

702-731-2519

702-791-5365 Fax

 

27.02                     Change of Address.  Any party hereto may change its address for the purpose ofreceiving notices or demands as herein provided by written notice given in themanner set forth herein to the other party, which notice of change of addressshall not become effective, until the actual receipt thereof by the otherparty.

 

**SECTION 28****:  GENERALPROVISIONS**

 

28.01                     Remedies Cumulative.  The various rights, elections and remediesof Landlord contained herein shall be cumulative and no one of them shall beconstrued as exclusive of any other, or of any right, priority or remedyallowed or provided for by law and not expressly waived herein.

 

28.02                     Successors. The terms, covenants and conditions contained herein shall apply to,bind and inure to the benefit of heirs, executors, administrators, legalrepresentatives, successors and assigns of Landlord and Tenant (wherepermitted).

 

28.03                     Partial Invalidity.  If any term, covenant or condition hereof or any application thereof,should be held by a court of competent jurisdiction to be invalid, void orunenforceable, all remaining terms, covenants and conditions hereof, and allapplications thereof, not held invalid, void or unenforceable, shall continuein full force and effect and shall in no way be affected, impaired, orinvalidated thereby.

 

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28.04                     Time of the Essence.  Time is of the essence of this Lease and all of the terms,covenants and conditions hereof.

 

28.05                     Entire Agreement/No Parol Evidence.  This Lease contains the entire agreement ofthe parties hereto and any and all oral and written agreements, understanding,representations, warranties, promises and statements of the parties hereto andtheir respective officers, directors, partners, agents and brokers with respectto the subject matter hereof and any matter covered or mentioned herein shallbe merged in this Lease and no such prior oral or written agreement,understanding, representation, warranty, promise or statement shall beeffective or binding for any reason or purpose unless specifically set forthherein.  No provision hereof may beamended or added to except by an agreement in writing signed by the partieshereto to their respective successors in interest.  This Lease shall not be effective or binding on any party untilfully executed by both parties hereto.

 

28.06                     No Partnership. Nothing contained herein shall be deemed or construed by the partieshereto or by any third party to create the relationship of principal and agentor of partnership or of joint venture or of any association between Landlordand Tenant.

 

28.07                     Brokers. Except as to **Priority One Commercial**,Tenant warrants that it has had no dealings with any other broker or agent inconnection herewith and hereby holds harmless and indemnifies Landlord from andagainst any and all cost, expense or liability including legal fees and costsin defense thereof for any compensation, commissions and charges claimed by anyother broker or agent with respect to this Lease or the negotiation thereofbased on any such brokers or agents representations of Tenant. Landlord covenants and agrees to pay all real estate commissions due inconnection with this Lease to Priority One Commercial.It is understood andacknowledged that Tenant is aware that Cynthia A. Inman is the sister of amember of the Skyview Business Park, LLC, a Nevada limited liability companyand that Priority One Commercial, of which Cynthia A. Inman is aBroker-Salesman/Principal, is a duly licensed real estate brokerage firmlicensed in the State of Nevada.

Pursuant to Nevada Real Estate Divisionrules, Priority One Commercial advises that they exclusively represent theLandlord, as referenced in Exhibit “F”, Duties Owed By  A Nevada Real Estate Licensee.

 

28.08                     Attorney’s Fees and Costs.  In the event either party initiates legalproceedings for the enforcement or interpretation hereof, or any provisionhereof, the prevailing party in such proceedings, including, withoutlimitation, fees and costs incurred in connection with bankruptcy, arbitration,and appellate proceedings, shall be entitled to recover from the other partythe costs of such proceedings, including reasonable attorneys’ fees.

 

(a)                                  Anyclaim, demand, right or defense of any kind by Tenant which is based upon orarises in connection herewith or the negotiations prior to the executionhereof, shall be barred unless Tenant commences an action thereon or interposesa defense by reason thereof within six (6) months after the date of theoccurrence of the event or the action upon which the claim, demand or right ordefense relates, whichever applies.

 

(b)                                 Tothe extent permitted by applicable law, Landlord and Tenant hereby waive allright to trial by jury in any claim, action, proceeding or counterclaim byeither Landlord or Tenant against each other on any matter arising out of or inany way connected herewith.

 

28.09                     Governing Law. The laws of the State of Nevada shall govern the validity, construction,performance, enforcement and effect of this Lease.  Any legal action hereunder or in any way pertaining hereto mustbe instituted and maintained in Clark County, Nevada.

 

28.10                     Interpretation. This Lease shall not be construed either for or against Landlord orTenant, but shall be interpreted in accordance with the general tenor of itslanguage.

 

28.11                     Tenants Consideration.  Tenant agrees and acknowledges that Landlordhas bargained for Tenant’s full and faithful compliance with the terms hereof,and Tenant’s full and faithful payment of all Minimum Monthly Rent, AdditionalRent and other charges and monies to be paid by Tenant.  Therefore, if Landlord has granted Tenant aTenant Improvement Allowance, free rent or other monetary concession, all suchconcessions, allowances, and/or benefits to Tenant shall be effective only solong as Tenant is not in default of any term, covenant or provision of thisLease.  Thus, should Tenant defaulthereunder, in addition to any amounts owing from Tenant to Landlord as a resultof such default, the full amount of any construction allowance, TenantImprovement Allowance, free rent and/or other monetary concession shall beimmediately due and payable as Additional Rent by Tenant to Landlord upondemand.

 

28.12                     Additional Records.  Tenant agrees to deliver to Landlord during the Term, suchfinancial statements, tax returns and other information respecting thecondition or operations, financial or otherwise, of Tenant as may from time totime be requested by Landlord.  Suchrecords shall be delivered to Landlord no later than thirty (30) days followingits request.

 

28.13                     Recordation. Tenant shall not record or file this Lease or any form of Memorandum ofLease or any assignment or security document pertaining hereto or any partTenant’s interest herein without the prior written consent of Landlord, whichconsent, if granted, may be subject to such conditions as Landlord shall deemappropriate.  If such consent is grantedTenant shall pay all recording fees, costs, taxes and other expenses fro therecording.  However, upon the request ofLandlord, both parties shall execute a memorandum

 

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or “short form” of this Lease for recordation in a form customarilyused for such purposes.  Said memorandumor “short form” of this Lease shall describe the parties, the Premises and theTerm and shall incorporate this Lease by reference.

 

28.14                     Waiver.  Thewaiver by Landlord of any term, covenant or condition herein contained shallnot be deemed to be a waiver of such terms, covenant or condition for anypreceding or subsequent breach of the same or any other term, covenant orcondition herein contained.

 

28.16                     Authority to Execute.  If Tenant is a corporation, or partnership,or limited liability company, the person(s) executing this Lease on behalf ofTenant represents and warrants to Landlord that Tenant is a validly existingcorporation, partnership or Limited liability company, as the case may be, allthings necessary to qualify it to do business in Nevada have been accomplishedprior to the date of this Lease, all franchise and other corporate taxes havebeen paid to the date hereof, all forms, reports, fees, and taxes required tobe filed or paid by said corporation, or partnership, or limited liabilitycompany in compliance with applicable laws will be filed and paid when due, andthis Lease is the valid and binding obligation of the Tenant, and forcible inaccordance with its terms.

 

28.17                     Landlord’s Reservation of Rights.  Landlord reserves the absolute right toeffect such other tenancies in the Center as Landlord, in the exercise of itsown business judgment, shall determine. Tenant does not rely on the fact, nor does Landlord represent, that anyspecific Tenant or number of Tenants shall or shall not, during the term hereofor any extension thereof, occupy any portion of the Center.  There are no other representations orwarranties between the parties hereto, and all reliance with respect torepresentations is solely on such representations and agreements as arecontained herein.

 

**DO NOTAFFIX YOUR SIGNATURE(S) BELOW UNTIL YOU HAVE READ AND AGREED WITH THE MATTERSET FORTH ABOVE.  Should you still havequestions with regard to the above, you are advised to seek the advice of anindependent legal counsel.  WHENPROPERLY COMPLETED, THIS IS A BINDING LEGAL DOCUMENT.  IF NOT FULLY UNDERSTOOD, SEEK COMPETENT LEGAL COUNSEL.**

 

IN WITNESS WHEREOF the parties hereto have executedthis Lease as of the date set forth above.

 
| **LANDLORD:**                          | **TENANT:**                                |
|----------------------------------------|--------------------------------------------|
|                                   |                                       |
| **SKYVIEW BUSINESS PARK, LLC**         | **INTERNATIONAL INTEGRATED  INCORPORATED** |
| **a Nevada Limited Liability Company** | **a British Virgin Islands  Corporation**  |
|                                   |                                       |
| By:                                    |                                       |   | By: |   |
|                                   |                                       |
| Title:                                 |                                       |   | Title: |   |
|                                   |                                       |
| Date:                                  |                                       |   | Date: |   |
|                                        |                                            |  |  |  |  |  |

 

18

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**EXHIBIT “A”**

**SitePlan**

 

 

 

### **Sky View Business Park**

**ThirdFloor**

### **4560 S. Decatur Boulevard**

### **Las Vegas, Nevada 89103**

 

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### **EXHIBIT B**

 

**MEMORANDUM OF COMMENCEMENT DATE**

 

THE UNDERSIGNED hereby covenants, representsand warrants to **Skyview Business Park, LLC,****a Nevada limited liability company,**“Owner/Lessor”, of the premises containing              +/- square feet, known as Space              of  4560 South Decatur Boulevard, LasVegas, NV  89103 (the “Premises”).

 

1.                                       The undersigned (“Tenant”) is the Tenant ofthe premises pursuant to a lease (“Lease”) dated                            ,entered into between the undersigned Tenant and Owner/Lessor; and herebyacknowledges that he has received a full and complete copy of the fullyexecuted Lease Agreement.

 

2.                                       The Lease is presently in full force andeffect.

 

3.                                       The Lease constitutes the entire agreementbetween Owner/Lessor and Tenant, and there have been no amendments, written ororal, to such agreement, except as set forth in Paragraph 1 above.

 

4.                                       ALL IMPROVEMENTS REQUIRED under the terms ofthe Lease to be made by Owner/Lessor have been satisfactorily completed andhave been accepted by the undersigned. (EXCEPTIONS TO BE STATED ON A SEPARATE ATTACHED SHEET HERETO, EXECUTEDAND DATED.)

 

5.                                       The undersigned has ACCEPTED the Leasepremises AND THE KEYS THERETO and has commenced occupancy thereof.

 

6.                                       The term of the Lease commences on                            and will end on                             .  A monthly rental as of the  date hereof is                            per month and commences as of the date of                                                        .

 

7.                                       Rent for any fractional month shall be paidupon execution of Owner/Lessor’s Memorandum of Commencement Date.

 

8.                                       The amount of prepaid rent is                            for the month of                                                        .

 

9.                                       The amount of the prepaid security depositpaid under the terms of the Lease is                                                        .

 

10.                                 Tenant has provided Lessor with the requiredCertificate of Insurance on the premises pursuant to Section 14.03 of the LeaseAgreement.

 

11.                                                                                                                                                 

 

BASEMINIMUM MONTHLY LEASE RENTAL SCHEDULE

 
| YEAR 1 = MONTH |               THRU                 | =  $                         | PER MONTH                    |
|----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------|
| YEAR 2 = MONTH |               THRU                 | =  $                         | PER MONTH + ANNUAL  INCREASE |
| YEAR 3 = MONTH |               THRU                 | =  $                         | PER MONTH + ANNUAL  INCREASE |
| YEAR 4 = MONTH |               THRU                 | =  $                         | PER MONTH + ANNUAL  INCREASE |
| YEAR 5 = MONTH |               THRU                 | =  $                         | PER MONTH + ANNUAL  INCREASE |

 

SCHEDULE IS FOR BASE MINIMUM MONTHLY RENTONLY AND DOES NOT INCLUDE ANY OTHER CHARGES OR COSTS PURSUANT TO THE LEASEAGREEMENT.

 

BASIC RENT IS ADJUSTED TO REFLECT AN ANNUALINCREASE AT A FIXED RATE OF          PERCENT(       %).

 

 
| By:    |   |   |
|--------|--------|--------|
| Name:  |   |   |
| Title: |   |   |

 

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**EXHIBIT “C”**

 

## **LANDLORD’S WORK LETTER**

 

This Work Letter supplements the lease dated October 10, 2002, executedconcurrently herewith, by and between SkyviewBusiness Park, LLC, a Nevada Limited Liability Company, as Landlord, and**INTERNATIONAL INTEGRATED INCORPORATED, aBritish Virgin Islands Corporation**, as Tenant (“**Lease**”), covering certain premisesdescribed in the Lease (the **“Premises”**).

 

1.                                       Construction of Base Building Work andTenant Improvements.  Landlord shall construct the Premisesincluding the Base Building Work and all Tenant Improvements (as hereinafterdefined).

 

1.1                                 Base Building Definition. Landlord shall construct the Premises consisting of the following:Building Shell, consisting of foundation and exterior walls, (b) Exterior Doorsand Windows, (c)  Exterior Lighting onthe Building, (d) HVAC units set on the roof (in particular for Tenant’spremises, of approximately six (6) 5-ton HVAC units), (e) Utilities stubbed tothe building, (f) Elevator, (g) all interior common areas including entrancelobby area, common hallways and bathrooms on Floors 2 and 3, (h) Interiorentrance doors to each Premises, (i) Parking Lot paved and striped, (j)Landlord’s standard landscape (collectively referred to as the Base BuildingImprovements).  Any items provided byLandlord in the Premises in addition to the Base Building Improvements shall bepaid for by Tenant, subject to Section 3 below.

 

1.2                                 Exclusions From Base Building Improvements. Base Building Improvements shall include all of the items described inSection 1.1 and shall not include any Tenant Improvements (as defined herein);without limiting the generality of the foregoing, Base Building Improvementsshall exclude the following:

 

(a)                                  Tenant ceilings and lighting;

(b)                                 Interior finishes of any kind within thePremises;

(c)                                  Interior partitions, doors, and hardwarewithin the Premises;

(d)                                 HVAC distribution duct work and controlswithin the Premises;

(e)                                  Tenant’s furniture, fixtures and equipment;

(f)                                    Distribution of electrical services,plumbing services and gas services (if applicable) within the Premises;

(g)                                 Any and all data and telecommunicationdistribution and installation within the Premises;

(h)                              Any and all signs for Tenant and the powertherefore;

(i)                                  Window coverings; and

(j)                                  All Tenant’s Plans including architectural,mechanical, plumbing, and electrical specifications for the Premises.

 

2.                                       Tenant’s Plans and Specifications.

 

2.1                                 Submission of Plans and Specifications byTenant.  On or before October 18, 2002, Tenant shallmeet with Landlord’s Architect. Tenant must submit to Landlord for Landlord’sengineering and approval, complete plans and specifications for the layout,improvement and finish of the Premises consistent with the design andconstruction of the Premises shell, including partition plans, floor and wallfinish plans, reflected ceiling plans, power, telephone communications and dataplans, construction detail sheets and millwork detail plans, showing thelocation of partitions, light fixtures, electrical outlets, telephone outlets,doors, equipment specifications (including weight specifications and coolingrequirements) and power requirements (including voltage, amps, phase, andspecial plugs and connections), wall finishes, floor coverings, millwork andother Tenant Improvements (as defined in Section 2.3) required by Tenant(collectively, “**Tenant’s Plans**as set forth

 

2.2                                 Approval by Landlord. Tenant’s Plans shall be subject to Landlord’s approval, which approvalshall not be unreasonably withheld.  IfLandlord disapproves Tenant’s Plans, or any portion thereof, Landlord shallpromptly notify Tenant thereof and of the revisions which Landlord reasonablyrequires in order to obtain Landlord’s approval.  As promptly as reasonably possible thereafter, but in no eventlater than ten (10) days after Landlord’s notice, Tenant shall submit toLandlord plans and specifications incorporating the revisions required byLandlord.  Said revisions shall besubject to Landlord’s approval, which shall not be unreasonably withheld; ifLandlord disapproves revised Tenant’s Plans, Landlord shall so notify Tenantthereof and of the further revisions Landlord reasonably requires in order toobtain Landlord’s approval.  The forgoingprocess shall be repeated until Landlord finally approves all of Tenant’s Plansrequired for the Tenant Improvements of the Premises, so that Landlord andTenant have an agreed upon a set of final plans and specifications.  The final plans and specifications approvedby Landlord shall be referred to as the “**FinalPlans.**”  Approval byLandlord shall not be deemed to be a representation by Landlord as to theadequacy or correctness of the design of the Tenant Improvements.

 

2.3                                 Construction of and Payment for TenantImprovements.  All improvements required by the Final Plansshall be called “**Tenant Improvements**”and, subject to Section 3, shall be at Tenant’s sole cost and expense.  All engineering required by Tenant’s Plansand performed by Landlord’s engineer shall be at Tenant’s expense.  Tenant shall be solely responsible for anydelay or increased cost in completing the Tenant Improvements that are causedby Tenant’s delays or changes.  Tenantshall also be solely responsible for the design, function and maintenance ofall Tenant Improvements, except as specifically provided otherwise in theLease.

 

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2.4                                 As-Built Plans. Within sixty (60) days after the occupancy of the Premises, Tenant shallsubmit to Landlord a set of “as-built” plans incorporating all changes and/orrevisions that have been made subsequent to the submission of the Final Plansspecified in Section 2.2.

 

3.                                       Tenant Improvement Allowance.

 

Tenant shall be credited with an allowance ( the “**Tenant Improvement Allowance**”) of  $25.00 per usable square foot of thePremises at cost.  The TenantImprovement Allowance is to be applied against the cost of the TenantImprovements.  The Tenant ImprovementAllowance shall be used solely for the design, including engineering plans andspecifications, purchase, installation, and construction of the TenantImprovements which constitute permanent improvements to the Premises(including, without limitation, carpeting and window coverings), and shall notbe used for furniture, furnishings or equipment.  Tenant shall not be entitled to any payment or rent reduction forany part of the Tenant Improvement Allowance not used by Tenant.

 

4.                                       Cost of and Payment of Tenant Improvements.

 

4.1                                 Tenant Obligation. Tenant, at its sole expense, shall pay for the cost of all TenantImprovements to the extent such cost exceeds the Tenant Improvement Allowance.

 

4.2                                 Tenant Improvement Cost Estimate. Prior to the commencement of any Tenant Improvement, Landlord shallsubmit to Tenant a written estimate (Estimate) of the cost of the TenantImprovements.  The Estimate shallinclude the general contract, subcontract, purchase order, or labor andmaterials cost of the Tenant Improvements including Allowances at cost (ashereinafter defined), One Hundred Thirty Four Thousand and no/100 dollars. (**$134,000.00**)” is an estimate of cost for anitem of work not sufficiently defined in the documents to allow a fixed priceto be obtained by the general contractor for which the Estimate is to beincreased or decreased respectively by the precise amount that the actual cost ofthe Allowance item is either in excess of or less than the amount of theAllowance for that item.  Tenant shallapprove the Estimate as soon as reasonably possible, but in any event withinseven (7) days of  Tenant’s receipt ofthe Estimate.  If Tenant’s approval isdelayed, such delay shall be treated as a Tenant-Caused Delay under Section7.  Landlord shall be under noobligation to construct any of the Tenant Improvements until Tenant hasapproved the Estimate; provided, however, Landlord shall have the option tocommence and complete the Tenant Improvements.

*** Landlordto provide different front doors upstairs not included in Tenant ImprovementDollars and to be agreed upon by Landlord and Tenant.**

 

4.3                                 Tenant’s Payment Obligation.  Thecost of the Tenant Improvements to be paid by Tenant pursuant to Section 4shall include (a) the general contract, subcontract, purchase order, or laborand materials cost of the Tenant Improvements plus “Allowances” as finallyadjusted plus the general contractor’s fee, overhead and general conditionscharges, plus (b) the cost of Change Orders, as defined in Article 6, minus (c)the Tenant Improvement Allowance (Cost of Tenant Improvements).  Tenant shall pay the Cost of Tenant Improvementsto Landlord prior to the commencement of the Tenant Improvements and Landlordshall deposit such funds into Landlord’s general account for payment to thecontractor in accordance with the terms of the construction contract for theTenant Improvements.  Landlord shall beunder no obligation to construct any of the Tenant Improvements until Tenanthas paid the Cost of Tenant Improvements to Landlord as required herein;provided, however, Landlord shall have the option to commence and complete theTenant Improvements.

 

4.4                                 Payment Reconciliation.  Inthe event of any shortage in the amount of the Cost of Tenant Improvementsbased on the actual costs of the construction of such improvements, the Tenantshall immediately deposit funds with Landlord in an amount sufficient to payfor such costs.  In the event thatTenant fails to pay for such costs, Landlord may apply all or part of theSecurity Deposit held by Landlord under the Lease to the Cost of TenantImprovements in accordance with Section 4.5 of the Lease.

 

5.                                       Construction.

 

5.1                                 Punch List. Landlord shall cause the general contractor to inspect the Premises onor before five (5) days prior to the date upon which Tenant occupies thePremises, with a representative of Tenant and complete a written punch list ofunfinished items of Tenant Improvements. Tenant’s representative shall execute said punch list to indicateapproval thereof.

 

6.                                       Changes, Additions or Alterations.  IfTenant shall request any change, addition or alteration in the Final Plans(Change Order), Tenant shall prepare and submit to Landlord plans,specifications and permits with respect to such Change Order for Landlord’sapproval.  Any such Change Order shallbe subject to the provisions of Sections 2.2 and 4.  Neither Landlord nor the contractor shall proceed with the ChangeOrder until Tenant has paid Landlord the additional cost, if any, of the TenantImprovements attributable to such Change Order.

 

----

 

7.                                       Delay.  Tenant shall be responsiblefor, and pay any and all costs and expenses incurred by Landlord in connectionwith any delay in the commencement of completion of the Tenant Improvementsdescribed in this Workletter, caused by (a) Tenant’s failure to prepare orcause to be prepared, and submit or cause to be submitted, its plans andspecifications within the time periods required herein or obtain permits in atimely manner, (b) Tenant’s failure to approve or disapprove Landlord’s costestimate within the time periods required herein, © any changes, additions, oralterations in the Tenant Improvements described in the Final Plans which wererequested or approved by Tenant, (d) delays in the schedule of construction ofthe Premises caused by materials or improvements required by Tenant of the typedescribed in Section 2.3, and (e) any other delay requested or caused byTenant, including those occurring under Section 2.3.  The foregoing delays are referred to herein and in the Lease as “**Tenant-Caused Delays**.”

 

8.                                       Default.  Any default by Tenant under theterms of this Building Standard Workletter shall constitute a default under theLease to which this Workletter is attached, and shall entitle Landlord toexercise all remedies set forth in the Lease.

 

9.                                       Reasonable Diligence. Both Landlord and Tenant agree to use reasonable diligence in performingall of their respective obligations and duties under this Workletter and inproceeding with the construction and completion of the Tenant Improvements inthe Premises.

 

 
| Dated: October 10TH,  2002 |                                   |
|----------------------------|----------------------------------------|
|                       |                                   |
|                       | **LANDLORD:**                          |
|                       |                                   |
|                       | SKYVIEW BUSINESS PARK,  LLC            |
|                       | a Nevada limited  liability company    |
|                       |                                   |
|                       |                                   |
|                       | By:                                    |   |
|                       |                                   |
|                       | Its:                                   |   |
|                       |                                   |
|                       |                                   |
|                       | **TENANT:**                            |
|                       |                                   |
|                       | INTERNATIONAL INTEGRATED  INCORPORATED |
|                       | a British Virgin Islands  Corporation  |
|                       |                                   |
|                       |                                   |
|                       | By:                                    |   |
|                       |                                   |
|                       | **Its:**                               |   |

 

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**EXHIBIT “D”**

 

**TenantSignage Criteria**

 

All signs that are to be installed for the benefit ofeach individual tenant shall be at the sole cost and expense of Tenant.  Tenant shall be permitted to install anidentification sign on its entrance door and on the Pylon Sign.

 

DOOR SIGNS:  Tenant shall be permitted to install vinyl,self adhering letters to identify Tenant and Tenant’s business to Landlord’sdesignated Suite Signs.  The letters areto be Helvetica bold in style and shall be no greater than 4 inches inheight.  A maximum of 4 lines oflettering will be permitted.

 

PYLON SIGNAGE:  Tenant at Tenant’s sole cost shall beallowed to install Tenant’s name and logo on the Pylon sign in a location asdesignated by Landlord.  The letters areto be Helvetica bold in style and shall be no greater than 10” in height.  Landlord shall have final approval, which shallnot be unreasonably withheld, of Tenant’s sign.

 

BUILDING SIGNAGE: (To be decided byLandlord at later date for signage on building) Tenant at Tenant’s sole costshall be allowed to install Tenant’s Name on the Building in a location asdesignated by Landlord.  The letters areto be Helvetica bold in style and shall be no greater than 24” in height.  Landlord shall have final approval, whichshall not be unreasonably withheld, of Tenant’s sign.  Landlord reserves the right to amend these criteria from time totime without notice to Tenant.

 

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**EXHIBIT “E”**

 

**RULESAND REGULATIONS**

 

(a)                 Sidewalks,parking areas, doorways, vestibules, halls, stairways, and similar areas shallnot be obstructed nor shall refuse, furniture, boxes, or other items be placedtherein by Tenant or its officers, agents, servants, and employees, or used forany purpose other than ingress and egress to and from the Premises, or forgoing from one part of the Building to another part of the Building.Canvassing, soliciting and peddling in the Building are prohibited.

 

(b)                Tenantshall dispose of all trash in receptacles designated by Landlord.  Notwithstanding the preceding sentence,Tenant shall be solely responsible, at Tenant’s sole cost and expense, fordisposing of all of Tenant’s biohazardous waste which Tenant shall dispose ofin compliance with all applicable laws.

 

(c)                 Plumbing,fixtures and appliances shall be used only for the purposes for whichconstructed, and no unsuitable material shall be placed therein.

 

(d)                Nosigns, directories, posters, advertisements, or notices shall be painted oraffixed on or to any of the windows or doors, or in corridors or other parts ofthe Building, except in such color, size, and style, and in such places, asshall be first approved in writing by Landlord in its reasonablediscretion.  Landlord shall have theright to remove all unapproved signs without notice to Tenant, at the expenseof Tenant.

 

(e)                 Tenantshall not do, or permit anything to be done in or about the Building, or bringor keep anything therein, that will in any way increase the rate of fire orother insurance on the Building, or on property kept therein or otherwiseincrease the possibility of fire or other casualty.

 

(f)                   Corridordoors, when not in use, shall be kept closed.

 

(g)                Tenantshall not cause or permit any improper noises in the Building, or allow anyunpleasant odors to emanate from the Premises, or otherwise interfere, injureor annoy in any way other tenants, or persons having business with them.

 

(h)                Noanimals shall be brought into or kept in or about the Building except foranimals permitted by applicable law which assist physically impairedindividuals.

 

(i)                    Whenconditions are such that Tenant must dispose of crates, boxes, etc. on thesidewalk, it will be the responsibility of Tenant to dispose of same prior to7:30 a.m. or after 5:30 p.m.

 

(j)                    Nomachinery of any kind, other than ordinary office machines such as computersand photocopy machines and medical equipment of a type normally found in a highquality family practice out-patient clinic, shall be operated on Premiseswithout the prior written consent of Landlord, nor shall Tenant use or keep inthe Building any inflammable or explosive fluid or substance (including livingChristmas trees and lighted ornaments) except fluids or substances commonlyfound in a high quality family practice clinic, or any illuminating materials,except candles.

 

(k)                 Nomotorcycles or similar vehicles will be allowed in any portion of the Buildingother than the parking areas.

 

(l)                    Nonails, hooks, or screws (other than for the purpose of hanging normal officewall decorations) shall be driven into or inserted in any part of the Buildingexcept as approved by Building maintenance personnel.

 

(m)              Landlordhas the right to evacuate the Building in the event of an emergency orcatastrophe.

 

(n)                Nofood and/or beverages shall be distributed from Tenant’s office (other thanfood and beverages intended for Tenant’s employees and clients) without theprior written approval of Landlord.

 

(o)                Noadditional locks shall be placed upon any doors without the prior writtenconsent of Landlord. All necessary keys shall be furnished by Landlord, and thesame shall be surrendered upon termination of this Lease, and Tenant shall thengive Landlord or its agent an explanation of the combination of all locks onthe doors or vaults. Tenant shall initially be given two (2) keys to thePremises by Landlord.  Notwithstandingthe foregoing, Tenant may have a locked drug cabinet on the Premises andLandlord shall not furnish or have copies of any keys for such drug cabinet.

 

(p)                Tenantwill not locate furnishings or cabinets adjacent to mechanical or electricalaccess panels or over air conditioning outlets so as to prevent operatingpersonnel from servicing such units as routine or emergency access may require.Cost of moving such furnishings for Landlord’s access will be for Tenant’saccount.

 

(q)                Tenantshall comply with parking rules and regulations as may be posted anddistributed from time to time.

 

(r)                   Noportion of the Building shall be used for the purpose of lodging rooms.

 

(s)                 Vendingmachines or dispensing machines of any kind will not be placed in the Premisesby Tenant other than soft drink, candy and other similar vending machines forthe use of Tenant’s employees).

 

(t)                   Priorwritten approval, which shall be at Landlord’s sole discretion, must beobtained for installation of window shades, blinds, drapes, or any other windowtreatment of any kind whatsoever. Landlord will control all internal lightingthat may be visible from the exterior of the Building and shall have the rightto change any unapproved lighting at Tenant’s expense.

 

----

 

(u)                NoTenant shall make any changes or alterations to any portion of the Buildingwithout Landlord’s prior written approval, which may be given on suchconditions as Landlord may elect. All such work shall be done by Landlord or bycontractors and/or workers approved by Landlord, working under Landlord’ssupervision.  The provisions of thisParagraph shall not affect or be deemed to supersede in any way the provisionsthe of the Lease with regard to the improvement and alteration of the Premises.

 

(v)                Tenantshall provide plexiglas or other pads for all chairs mounted on rollers orcasters.

 

(w)              TheLandlord has designated this as a non-smoking building.  Smoking will not be allowed in the commonareas of the building.

 

(x)                  Tenantsuse of elevators for move-in purposes shall be restricted to weekend hoursonly.  Tenant shall be responsible forany and all damage caused by the use of the elevator for move-in purposes andwill promptly reimburse Landlord upon written notification of damage.  Tenant shall use moving blankets tominimized and such damage.

 

(y)                Landlordreserves the right to rescind any of these rules and make such other andfurther rules and regulations as in its reasonable business judgment shall fromtime to time be needful for the operation of the Building, which rules shall bebinding upon each Tenant upon delivery to such Tenant of notice thereof inwriting.

 

----

 

**EXHIBIT “F”**

 

**AGENCYDISCLOSURE**

 

**DUTIESOWED BY A NEVADA REAL ESTATE LICENSEE**

 

In Nevada, a real estate licensee can (1) act for only one party to areal estate transaction, (2) act for more than one party to a real estatetransaction with written consent of each party, or (3) if licensed as a broker,assign different licensees affiliated with the brokers company to separateparties to a real estate transaction.  Alicensee, acting as an agent, must act in one of the above capacities in every realestate transaction.  If this form isused for a lease, the term Seller shall mean Landlord/ Lessor and the termBuyer means Tenant/ Lessee.

 

LICENSEE: The licensee in the real estate transaction is  **Cynthia A. Inman**  (Licensee) whoselicense number is  22421.  The Licensee is acting exclusively for theLessor.  BROKER: The broker in the realestate transaction is  **Julie M. Collins**( sBroker) whose company is **Priority OneCommercial**. (Company). *Cynthia A. Inman, Broker-Salesman/Principalof Priority One Commercial is the sister of one of the members of SkyviewBusiness Park, LLC, Lessor.

 

**A NEVADAREAL ESTATE LICENSEE IN A REAL ESTATE TRANSACTION SHALL:**

 

1.                                       Discloseto each party to the real estate transaction as soon as is practicable:

(a) Any materialand relevant facts, data or information which Licensee knows, or which by theexercise  of reasonable care anddiligence licensee should have known, relating to the property which is thesubject of the real estate transaction.

(b) Each sourcefrom which Licensee will receive compensation as a result of the transaction.

(c) That Licenseeis a principal to the transaction or has interest in a principal to thetransaction.

(d) Any changes inLicensees relationship to a party to the real estate transaction.

 

2.                                       Disclose,if applicable, that Licensee is acting for more than one party to thetransaction.  Upon making such adisclosure the Licensee must obtain the written consent of each party to thetransaction for whom Licensee is acting before Licensee may continue to act inLicensees capacity as an agent.

 

3.                                       Exercisereasonable skill and care with respect to all parties to the real estatetransaction.

 

4.                                       Provideto each party to the real estate transaction this form.

 

5.                                       Notdisclose, except to the Broker, confidential information relating to a client.

 

6.                                       Exercisereasonable skill and care to carry out the terms of the brokerage agreement andto carry out Licensees duties pursuant to the terms of the brokerage agreement.

 

7.                                       Notdisclose confidential information relating to a client for 1 year after therevocation or termination of the brokerage agreement, unless Licensee isrequired to do so by order of the court. Confidential information includes, but is not limited to the clientsmotivation to purchase, sell or trade and other information of a personalnature.

 

8.                                       Promotethe interest of his client by:

(a) Seeking asale, lease or property at the price and terms stated in the brokerageagreement or at a price acceptable to the client.

(b) Presenting alloffers made to or by the client as soon as is practicable.

(c) Disclosing tothe client material facts of which the licensee has knowledge concerning thetransaction.

(d) Advising theclient to obtain advice from an expert relating to matters which are beyond theexpertise of the licensee.

(e) Accounting forall money and property Licensee receives in which the client may have aninterest as soon as is practicable.

 

9.                                       Notdeal with any party to a real estate transaction in a manner which isdeceitful, fraudulent or dishonest.

 

10.                                 Abideby all duties, responsibilities and obligations required of Licensee inchapters 119, 119A, 119B 645, 645A and 645C of the NRS.

 

In the event any party to the real estate transaction is alsorepresented by a licensee who is affiliated with the same Company, the Brokermay assign another licensee to act for that party.  The above Licensee will continue to act for you.  As set forth above, no confidentialinformation will be disclosed.

 

I/We acknowledge receipt of a copy of this list of licensee duties, andhave read and understand this disclosure.

 

 
| Tenant   | Date   | Time   | am/ pm |
|----------|--------|--------|--------|
|     |   |   |   |
| Landlord | Date   | Time   | am/pm  |

 

**CONFIRMATIONREGARDING REAL ESTATE AGENT RELATIONSHIP**

** **

Property Address:  4560 S.Decatur Boulevard, Suite 300, Las Vegas, Nevada 89103

 

I/We confirm the duties of a real estate licensee of which has beenpresented and explained to me/us. My/our representatives relationship is:

 
| Cynthia A. Inman                       |   | is the AGENT of              |   | is the AGENT of                    |
|----------------------------------------|--------|------------------------------|--------|------------------------------------|
| ý  Seller / Landlord Exclusively* |   | o  Both Buyer & Seller** |   | ý  Buyer / Tenant Exclusively |   | o  Both Buyer & Seller** |

 

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**IF AGENT IS ACTING FOR MORE THAN ONE PARTY IN THIS TRANSACTION, youwill be provided a consent to Act Form for your review, consideration andapproval or rejection.  A licensee canlegally represent both the Seller and Buyer in a transaction but ONLY with theknowledge and written consent of BOTH the Seller and Buyer.  * A licensee who is acting for the Sellerexclusively, is not representing the Buyer and has no duty to advocate ornegotiate for the Buyer. and has no duty to advocate or negotiate for theBuyer.  ***A licensee who is acting forthe Buyer exclusively, is not representing the Seller and has no duty toadvocate or negotiate for the Seller.

 
| **Priority One Commercial** |   |   |   |           |                       |     |
|-----------------------------|--------|--------|--------|----------------|----------------------------|----------|
| Listing Company             |   |   |   | Buyers Company |                       | Date     |
|                        |   |   |   |           |                       |     |
| By:                         |   | /      |   |           |                       |     | By: |   |   |
|                        |   |   |   |           | Licensed Real Estate Agent |     |   | Date |
|                        |   |   |   |           |                       |     |
| Landlord:                   |   |   | Date:  |           |                       | Tenant:: |   |   |   | Date |
|                        |   |   |   |           |                       |     |
| Landlord:                   |   |   | Date:  |           |                       | Tenant:  |   |   |   | Date: |
|                             |        |        |        |                |                            |          |  |  |  |  |  |  |  |  |

 

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sNevada Association of REALTORSs

 

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**LEASESUMMARY - File No.:**

 
| **DATE  OF LEASE:**                                                                                                       |             | **October 8, 2002**                                          |
|---------------------------------------------------------------------------------------------------------------------------|------------------|--------------------------------------------------------------|
| **PREMISES:**                                                                                                             |             | **4560 S. Decatur Boulevard, Suite  300, Las Vegas, Nevada** |
| **LANDLORD:**                                                                                                             |             | **Skyview Business Park, LLC**                               |
| **TENANT:**                                                                                                               |             | **International Integrated  Incorporated**                   |
| **TENANT**s**S TRADE NAME:**                                                                                              |             |                                                         |
| **PROPOSED  USE:**                                                                                                        |             | **General Office for Investment  Management Consultant**     |
| **GUARANTOR(S):**                                                                                                         |             | **Corporate**                                                |   |   |   |   |   |   |   |   |
| **TOTAL  RENTABLE AREA**                                                                                                  |             | **OFFICE:**                                                  |   | **Rentable:** |   | **6,100** |   | **Usable:** |   | **5,105** |
| **RENTAL  RATE**                                                                                                          |             | **$1.75**                                                    |   |   |   |   |   |   |   | **$10,675.00** |
| **LEASE TERM:  66 Months**                                                                                           |             |                                                         |   |   |   |   |   |   |   |   |
| **COMMENCEMENT        DATE:  December 1, 2002**                                   |             | **Occupancy Date:  December 1, 2002**                   |
| **TOTAL  INITIAL RENT/ANNUAL BASIS:**                                                                                     |             | **$128,100.00**                                              |
| **DEFERRED  MONTHS:**                                                                                                     |             | **Months two (2) thru seven (7)**                            |
| **SECURITY  DEPOSIT:**                                                                                                    |             | **N/A**                                                      |
| **PREPAID RENT:**                                                                                                         | **$10,675.00**   |                                                         | **PREPAID  CAM:** |   | **$1,769.0** |   |
| **CAM RESERVE:**                                                                                                          | **$0.29/s.f.**   |                                                         | **RENTAL RATE INCREASE (%): Three  Percent (3%)** |
| **INCREASE PERIOD: 12 Months**                                                                                            |             | **FINANCIALS RECEIVED:**                                     |
| **ADDRESS FOR NOTICE TO  TENANT:**                                                                                        |             |                                                         |
|                                                                                                                      |             | **4560 S. Decatur Boulevard, Suite  300**                    |
|                                                                                                                      |             | **Las Vegas, Nevada 89103**                                  |
|                                                                                                                      |             | **TELEPHONE:**                                               |   | **702-871-8510** |   |   |   |   |   |   |
| **PRIORITY  ONE  AGENT:**                                                                                                 | **Cyndi  Inman** |                                                         | **OUTSIDE  AGENT:** |   | **Robert O’Neil** |   |   |   |   |   |   |
| **COMMISSION (%) :**                                                                                                      | **3.0%**         |                                                         | **3.0%** |   |   |   |   |   |   |   |   |
|                                                                                                                      |             |                                                         |   |   |   |   |   |   |   |   |   |
| **BREAK  DOWN OF RENT SCHEDULE:**                                                                                         |
|                                                                                                                      |
| **SQ.  FT.**                                                                                                              |             | **RENT  PER MO**                                             |   | **RENT  PER YR** |   | **YR** |   | **TOTAL  per Annum.** |   | **COM. %  Outside** |   | **COM. %  Priority** |   | **COM. PAID  Outside** |   | **COM. PAID  PRIORITY** |
|                                                                                                                      |             |                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                      |             |                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                      |             |                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                      |             |                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                      |             |                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                      |             |                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **Total**                                                                                                                 |             |                                                         |   | **$** | ** 0.00** |   |   |   | **$** | **0.00** |   |   |   |   |   | **$** | ** 0.00** |   | **$** | ** 0.00** |
|                                                                                                                      |             |                                                         |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| **SPECIAL IMPROVEMENTS:  Landlord to allow Tenant $28.40 per usable  square foot toward Tenant’s Improvements** |
|                                                                                                                           |                  |                                                              |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

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