**Exhibit 10.33.1**

**SECOND AMENDMENT**

This Second Amendment to Lease is made and enteredinto as of this 24thday of October 2003 by and between Desert Vista, LLC an Arizonalimited liability company (“Landlord”) and Mountain Telecommunications, Inc.the (“Tenant”) having a place of business at 7850 South Hardy Drive, Suite 107and 110, Tempe, Arizona 85281.

**RECITALS**

A.      Landlordand Tenant have hereto entered into that certain Lease Agreement datedSeptember 24, 1999 and as amended by that certain First Amendment to Leasedated September 2, 2003 herein collectively called (the “Lease”) for the rentalof certain premises described as Desert Vista Commerce Center, 7850 SouthHardy, Suite 107 and 110, Tempe, Arizona 85281 (the “Premises”) consisting ofapproximately 9,527 square feet and as more particularly described in the Leaseupon the terms, covenants, provisions and conditions set forth in the saidLease, and

B.        Landlordand Tenant desire to modify the terms of the Lease subject to the terms andconditions set forth in this Agreement.

**AGREEMENT**

**NOW, THEREFORE, FOR VALUE RECEIVED AND HEREBYACKNOWLEDGED**, in consideration of the mutual covenants hereincontained, Landlord and Tenant hereby agree as follows:

1.         ThisSecond Amendment to Lease shall be deemed to be effective as of January 1, 2004(the “Effective Date”).

2.         Theterm of the Lease shall be and hereby is amended for a period of six (6) yearsand two (2) months such that the term of the Lease shall expire on February 28,2010 (the “Term Expiration Date”). Any provision of the Lease providing for theexpiration of the Lease on a date earlier than the Term Expiration Date arehereby amended and superseded by this paragraph.

3.         Asof the Effective Date, the Monthly Rent that the Tenant shall pay for the remainderof the Term, (i.e., commencing with and after the Effective Date) is asfollows:

1/1/04 — 12/31/04 - $8,383.76 ($. 88 NNNpsf) per month+ applicable tax

1/1/05 — 12/31/05 - $8,669.57 ($. 91 NNNpsf) per month+ applicable tax

1/1/06 — 12/31/06 - $8,955.38 ($. 94 NNNpsf) per month+ applicable tax

1/1/07 — 12/31/07 - $9,241.19 ($. 97 NNNpsf) per month+ applicable tax

1/1/08 — 12/31/08 - $9,527.00 ($1.00 NNNpsf) per month+ applicable tax

1/1/09 — 02/28/10 - $9,812.81 ($1.02 NNNpsf) per month + applicable tax

4.         Landlordshall provide at his sole cost the improvements outlined on the attachedproposal. Any additional tenant improvements shall be the responsibility of theTenant.

5.         Parkingis allocated on the basis of 4/1000.

**EXCEPT** as amendedherein, the terms and conditions of the Lease shall in all respects remain infull force and effect without modifications.

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**IN WITNESS WHEREOF**,the parties hereto have signed this Second Amendment on the date previouslywritten.
| **LANDLORD**                                                                                        | ** **              | **TENANT**                            |
|-----------------------------------------------------------------------------------------------------|-------------------------|---------------------------------------|
| ** **                                                                                          | ** **              | ** **                            |
| **Desert Vista, LLC**                                                                               | ** **              | **Mountain Telecommunications, Inc.** |
| An Arizona limited  liability company  By: Victoria Properties Management, LLC   As Agent for Owner |                    |                                  |
| By:                                                                                            | /s/ Kenneth R. Matheson |                                  |   | By:  | /s/ Wilmont  Wickramasuria |   |
|                                                                                                | Kenneth R. Matheson     |                                  |   | Wilmont Wickramasuria |
|                                                                                                |                    |                                  |   |   |
| Its:                                                                                                | Member, Manager         |                                  |   | Its: | President |   |
|                                                                                                     |                         |                                       |  |  |  |  |  |

 

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