**Exhibit 10.32**

**LEASEAGREEMENT**

**(Hedden-EmpireBuilding)**

THIS LEASE is made and entered into this 20th day ofNovember,**1998, by and betweenBRUCE E. LEE and TABLE BUTTE CATTLE COMPANY, a Montana corporation, of 208North 29th Street, Suite 221, P.O. Box 1222, Billings, MT 59103, hereinafterreferred to as “Lessor” and ONE EIGHTY COMMUNICATIONS, INC., a Washingtoncorporation, of 118 North Stevens Street, Spokane, WA 99201, and 210 North 29thStreet, Billings, MT 59101, hereinafter referred to as “Lessee”.

**WITNESSETH**

Lessor does lease, let and demise unto Lessee thecommercial rental space located at 210 North 29th Street, Billings, MT 59101,more particularly described as follows:

Approximately 4,300square feet of space in the Hedden-Empire Building (202-212 North 29th Street,Billings, MT) being that portion of that space commonly referred to as 210North 29th Street, as shown on attached Exhibit “A”.

1.             Theparties agree that the term of this lease shall be for a period commencingDecember 6, 1998, and ending on June 30, 2006.

2.             Lesseecovenants and agrees to pay Lessor at its address above a monthly rent of TwoThousand Three Hundred Dollars ($2,300.00) due and payable in advance on thefirst day of the month. The first month’s rent shall be prorated, and shall bepaid upon execution of this lease. Provided, however, that beginning July 1,2003, Lessee shall pay to Lessor a monthly rent of Two Thousand Four HundredNinety Dollars ($2,490.00).

3.             Lesseemay, by written notice, delivered to Lessor on or before the expiration of theprimary term, extend this lease agreement for an additional five (5) years,which extended term commences on July 1, 2006, and ends on June 30, 2011, uponthe same terms, conditions and covenants as set forth herein except that the fixedmonthly rent shall be the sum of Two Thousand Five Hundred Ninety Dollars($2,590.00), provided that said rent as of July 1, 2007, shall be increased bythe change in the Consumer Price Index, as published by the United StatesGovernment, using July 1, 2004, as the base date. Thereafter, each year duringthis option term, as of July 1, the monthly rent shall be increased by thechange in the Consumer Price Index for the preceding year.

4.             Lesseemay, by written notice, delivered to Lessor on or before the expiration of thefirst option term, provided that Lessee has exercised such first option, extendthis lease agreement for an additional five (5) years, which extended termcommences on

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July 1, 2011, and ends on June 30, 2016, upon the same terms, conditionsand covenants as set forth herein except that the fixed monthly rent shallcontinue to be increased on July 1 of each year, including the beginning dateof the option term, by the change in the Consumer Price Index for the preceding year.

5.             Lesseeshall not be required to pay Lessor a security deposit.

6.             Lesseeshall have shared use of the foyer and restrooms, with Heros or successortenants.

7.             The property is leased “as is”. Lessee, at its sole andseparate expense, shall provide anyandall leaseholdand/or premises improvements that it shall deem necessary or advisable for itspurpose, including without limitation any interior demising walls, ceiling,carpet and other flooring, interior HVAC separation and any desired interiorand exterior electrical or plumbing modifications or upgrade. Lessee shall havethe option, at its expense, to cut in and install exterior windows to the sidealley, provided that this shall be done with Landlord’s prior approval of thedesign to accommodate a future exterior doorway to the side alley. Anystructural alterations or additions shall be first approved by Lessor, whichapproval shall not be unreasonably withheld.

8.             Lessee shall be entitled to possession of the premisesand may actually begin any construction as of December 6, 1998, provided thatLessee shall have access to the premises at all reasonable times after theexecution of this lease until such date for the purpose of planning,specifications and bidding.

9.             Lessee shall have the right, at Lessee’s expense, toplace reasonable and appropriate exterior signage on the premises in keepingwith city codes.

10.           Lessee shall have reasonable access to the remainder ofthe Hedden-Empire Building for communications linage and cabling, and shallhave the right to place a communication antenna on the roof top, and shall haveaccess to the roof top for such purposes. Lessee may place a back-up electricgenerator on the premises, and may do so in its interior space, provided thatas an alternative, the generator may be placed in the basement parking garageor on the roof of the building, or otherwise situated, as the parties maymutually agree. If the generator is to be powered by natural gas, said naturalgas shall be separately metered from that natural gas used by the building atlarge and paid for separately by Lessee.

11.           It is the intent of the parties that Lessee pay for itsown electrical and gas usage in the premises, separate and in addition to therent provided herein, and the parties recognize that the premises are not nowseparately metered from Hero’s. The existing electrical and gas accounts shallbe placed in the separate name of Lessee for which Lessee shall be liable tothe

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provider. The parties agree to each bear one-half thecost of separate metering. If such separate metering should prove not befeasible in the mutual judgment of the parties, the parties shall rely uponfair estimates and historical usages to determine as practical as possibleunder the circumstances Lessee’s electric and gas usage including withoutlimitation lighting, kitchen, computer, communications equipment, generalduplex and air conditioning and heat usages, and Lessor shall be responsible,on a reimbursement basis, for that used by Hero’s or successor tenants.

12.           Lessee does hereby covenant and agreewith Lessor that Lessee shall:

a)             Paythe rent at the time and place in the manner aforesaid;

b)            Useand occupy the leased premises in a careful and proper manner;

c)             Notcommit any waste therein;

d)            Notuse or occupy the leased premises for any unlawful purpose and will conform toand obey all present and future laws and ordinances and all rules, regulations,requirements and orders of all governmental authorities or agencies respectingthe use and occupation of the leased premises;

e)             Maintainthe interior of the leased premises including exterior glass in a safecondition and as good condition as the same at the commencement of this lease,reasonable wear and tear excepted;

f)             PermitLessor to enter on the leased real estate premises at all reasonable times toexamine the condition of the same;

g)            Assumeall risk of loss as to Lessee’s own fixtures, contents and personal property;

h)            Notassign or sublet, in whole or in part, this lease or the leased premises,without the prior written consent of Lessor, which consent shall not beunreasonably withheld;

i)              Payall personal property taxes and license fees levied on its personal propertyand leasehold improvements situated upon the premises;

j)              Provideand use chair mats under all rolling chairs such as to protect the carpet;

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k)             Refrainfrom posting makeshift and unorthodox signage on or about the exterior door ofthe leased premises;

l)              Payall charges for electricity and gas delivered to or used in the premises.

13.           Lessor covenants and agrees withLessee that Lessor shall:

a)             Payall charges for water rendered to the leased commercial space;

b)            Paythe real estate property taxes and special assessments on the leased realestate during the duration of this lease agreement;

c)             Providefive-nights-per-week standard janitorial service to the leased premises.

14.           The parties agree that:

a)             Anythingin this Lease to the contrary notwithstanding, if the demised premises or thebuilding should be partially or totally damaged or destroyed by fire or othercasualty insurable under a standard form policy of fire and extended coverageinsurance (including vandalism, malicious mischief, and “all risk” if suchcoverage is carried by Lessor) then, if this Lease shall not have been canceledin accordance with the provisions hereinafter made in this Lease, Lessor shallwith reasonable dispatch after written notice to it of the damage ordestruction, repair the damage, and replace, restore, and rebuild the demisedpremises and building at its sole cost and expense. Lessor will commence suchrepair, replacement, restoration or rebuilding as soon as practicable afterreceiving notice from Lessee to do so, but under no circumstances later thanninety (90) days after receipt of such notice. Lessor shall not be required bythis paragraph to repair, replace, restore or rebuild any property which Lesseeshall, under other provisions of this Lease, be entitled to remove from the demisedpremises, it being agreed that Lessee shall bear the entire risk of loss,damage, or destruction of such property while it is on the demised premises.

b)            Ifthe demised premises shall be partially damaged or partially destroyed, therent payable under this Lease shall, to the extent that the demised premisesshall have been rendered unfit for use for Lessee’s business purposes, beabated for the period from the date of such damage or destruction to the datethat such damage or

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destruction shall be repaired or restored. If thedemised premises or a major portion thereof shall be totally or substantiallydamaged or destroyed or rendered completely or substantially unfit for use forLessee’s business purposes because of fire or other casualty as provided for inparagraph 13(a), the entire rent shall, as of the date of the damage ordestruction, abate until Lessor shall repair, restore, replace and rebuild thebuilding and the demised premises; provided, however that should Lesseereoccupy a portion of the demised premises while the restoration work is takingplace and prior to the date that the entire demised premises are again made fitfor use for Lessee’s business purposes, rent shall be apportioned and becomepayable by Lessee in proportion to the part of the demised premises occupied byit for the purpose of conducting its business, effective on the date that theLessee shall again begin conducting its ordinary business from the demisedpremises or any portion thereof.

c)             Inthe event that the demised premises, or a major part thereof, shall be totallyor substantially damaged or destroyed, or rendered completely or substantiallyuntenantable as set forth in paragraph 13(b), Lessee may, at its option,exercisable within ninety (90) days of the date of casualty, cancel this Leaseby written notice to Lessor, provided Lessor has not commenced to repair thedamage in accordance with paragraph 13(a) above.

d)            Inthe event the damage to the building, without regard to the status of thedemised premises, shall in the reasonable opinion of the Lessor have renderedit untenantable, Lessor may, within sixty (60) days of the casualty, by writtennotice given to Lessee, elect not to repair or rebuild the building. This Leaseshall thereupon terminate effective as of the date of casualty. After receiptof such notice, Lessee shall vacate the demised premises as quickly as it isreasonably possible, provided, however, that Lessee shall be entitled to occupythe demised premises or any part thereof without liability to Lessor for aslong as it is reasonably necessary to salvage or remove therefrom its personalproperty as provided in this Lease.

e)             Nodamages, compensation, or claims shall be payable by Lessor for inconvenience,loss of business, or annoyance arising from any repair or restoration of anyportion of the demised premises or of the building required to be made byLessor under the provisions of this Lease, but this section shall not beconstrued to limit the abatement of Lessee’s rent in accordance with paragraph13(b) above. Lessor covenants with Lessee that

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it shall use its best efforts to effect all suchrepairs promptly and in such manner as not unreasonably to interfere withLessee’s occupancy if Lessee shall not have vacated the demised premises or theportion thereof to be repaired because the same shall have become untenantable.

f)             Lesseeshall insure all personal property and fixtures, not belonging to Lessor,situated on or in the demised premises against damage by fire or other casualtyunder a standard form policy of fire and extended coverage insurance (includingvandalism, malicious mischief and “all risk”) in an amount sufficient to coverreplacement or repair.

g)            Lessorshall insure Lessor’s interest in the real estate and Lessor’s personal propertysituated on or in the demised premises against damage by fire or other casualtyunder a standard form policy of fire and extended coverage insurance (includingvandalism, malicious mischief and “all risk”) in an amount sufficient to coverreplacement or repair.

h)            TheLessor and Lessee hereby waive on behalf of themselves and their respectiveinsurers, any claims that either may have against the other for loss or damageresulting from perils covered by the standard form of fire and extendedcoverage insurance including vandalism and malicious mischief, to the extent ofsuch policies which shall be in effect from time to time, it being expresslyunderstood that this waiver is intended to extend to all such loss or damagewhether or not the same is caused by the fault a neglect of either Lessor orLessee. Each party shall secure from its casualty insurer a waiver ofsubrogation endorsement to the policy and, upon request, deliver a copy of suchendorsement to the other party to this Lease.

15.           Lessee shall keep the demisedpremises in good condition and repair, and Lessor shall keep the remainder ofthe building in good condition and repair.

16.           In the event Lessee fails to pay anyrent due hereunder or fails to keep or perform any of the other terms or conditionshereof, or otherwise breaches this lease or defaults hereunder, then ten (10)days after written notice of default of the payment of rent, or thirty (30)days after written notice of any other default, Lessor may, if such default hasnot been corrected, declare Lessee’s right of possession under this leasecanceled, whereupon Lessee shall peaceably deliver possession of the premises,and in this regard, it shall be lawful for Lessor to enter upon the leasedpremises and again have, repossess and enjoy

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the same, as if this lease had not been made, withoutprejudice, however, to the rights of Lessor to recover from Lessee all rent dueunder this lease. In cases of any such default and forfeiture of possession,Lessor may relet the leased premises for the remainder of said term to thehighest rent reasonably obtainable and may recover from Lessee any deficiencybetween the amounts obtained and the rent herein reserved. Any specification ofremedy herein shall not be exclusive, and Lessor shall have any remedy forbreach of this lease allowed by law.

17.           It is agreed and understood that theprovisions of this lease shall apply to and bind the heirs, executors, personalrepresentatives, successors and assigns of the respective parties hereto as ifin each provision particularly mentioned.

18.           It is agreed that any failure ordelay of Lessor to declare a default for breach of this lease, or assert anyright hereunder, shall not operate as a bar or waiver to declare such defaultor assert such right in the future.

19.           Lessee acknowledges that Lessee haspersonally inspected and examined the property covered by this lease. Lessee isthoroughly familiar with the same and acknowledges that Lessee is entering intothis lease based upon Lessee’s own examination and inspection, and that thepremises are fit and suitable for Lessee’s intended purposes in all regards.

20.           Any notice to be given hereunder maybe served upon the party personally, or by regular first class or certifiedmail, directed to such party at its address above, or at such other address asnotice in writing may be given, similarly served, and notice served by mailshall be deemed complete when deposited in the U.S. mail, postage prepaid.

21.           The parties having substantiallyequal bargaining power, and equal opportunity for advice of legal counsel withregard to this lease, each party waives any right or rule of construction orinterpretation that this lease be most strictly construed against the partyfurnishing or drafting the same.

22.           In the event that Lessee shall remainin possession of the premises upon expiration of the term of this lease,without said tenancy being terminated or term extended, the tenancy shall bedeemed a month-to-month tenancy, upon the same terms as herein contained untilchanged pursuant to the agreement of the parties or pursuant to law, whichmonth-to-month tenancy may be terminated by either party upon thirty (30) dayswritten notice to the other.

23.           Prior to December 6, 1998, or withinten (10) days thereafter, Lessor shall remove from the premises Lessor’spersonal property, which shall include without limitation the large mirrors

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presently attached to the walls, the dance lights,stereo system and the large table and chair storage shelf in the back room.

INWITNESS WHEREOF, the parties have hereunto executed this lease the day and yearfirst above written.
| LESSOR:                | LESSEE:                         |
|------------------------|---------------------------------|
|                   |                            |
|                   |                            |
|                   | ONE EIGHTY COMMUNICATIONS, INC. |
|                   |                            |
|                   |                            |
|  /s/ Bruce E. Lee |                            | By: | /s/ Gregory Green |
| BRUCE E. LEE           |                            | GREGORY GREEN |
|                   |                            | Its:  President |
|                        |                                 |  |  |

 
| TABLE BUTTE CATTLE COMPANY |             |   |
|----------------------------|------------------|--------|
|                       |             |   |   |
|                            |             |   |   |
| By:                        | /s/ Bruce E. Lee |   |   |   |
|                       | BRUCE E. LEE     |   |   |
|                       | Vice President   |   |   |
|                            |                  |        |  |  |

 

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** **

**[GRAPHIC]**

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**LEASEMODIFICATION AGREEMENT**(Hedden-Empire Building)

The undersigned, BRUCE E. LEE and TABLE BUTTE CATTLECOMPANY, as Lessor, and AVISTA COMMUNICATIONS OF MONTANA, INC. (Successor toOne Eighty Communications, Inc.), as Lessee, being the parties to that certainlease agreement dated the 20th day of November, 1998, covering that certaincommercial space described therein being a portion of the Hedden-EmpireBuilding situated at 202-212 North 29th Street, Billings, Montana, and agree tomodify the lease as follows:

1.             Throughoutthe duration of the lease, including all option terms and extensions, Lessee’sstated rent shall be reduced by $150.00 per month, i.e. its current rent shallbe $2,150.00 per month. The $150.00 reduction shall be taken after CPIadjustments. This paragraph shall be effective with the rent due October 1,1999.

2.             Thereis added to Lessee’s leasehold premises for its use, storage bin #27(approximately 140 sq. ft.) situated in the tenant storage area of the basementof the building.

3.             Lessorshall have no obligation to participate in, or reimburse Lessee for, theexterior or interior electrical service upgrades done by Lessee at its expensespecifically including those directly or indirectly benefiting the building atlarge as opposed to Lessee’s leasehold premises. Any contractor, vendor, orother third party warranties or responsibilities with regard thereto shallinure to the benefit of Lessor as well as Lessee, and are hereby assigned asthe parties’ interests may from time to time appear.

DATED this 9th day of September, 1999. 

 
| LESSOR:                 | LESSEE:                  |
|-------------------------|--------------------------|
|                    |                     |
|                    | AVISTA COMMUNICATIONS OF |
|                    | MONTANA, INC.            |
|                    |                     |
|                    |                     |
|  /s/ Bruce E.  Lee |                     | By: | /s/ [Illegible] |   |
| BRUCE E. LEE            |                     |   |
|                    |                     | Its: |   General Manager |
|                         |                          |  |  |  |  |

 
| TABLE  BUTTE CATTLE COMPANY |             |
|-----------------------------|------------------|
|                        |             |   |
|                             |             |   |
| By:                         | /s/ Bruce E. Lee |   |   |
|                        | BRUCE E. LEE     |   |
|                        | Vice President   |   |
|                             |                  |  |  |

 

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