***THIS
      LEASE HAS IMPORTANT LEGAL CONSEQUENCES. THE PARTIES SHOULD
      CONSULT***


***LEGAL
      COUNSEL BEFORE SIGNING.***




WYOMINGCOMMERCIAL
      LEASE


**(Gross)**




This
      Commercial Lease (the "**Lease**") is made on **February 1,
      2008** and is entered
      into by and between Landlord (as defined below) and Tenant (as defined below).
      In consideration of the payment
      of the Rent (as defined below);
      all costs, charges, and expenses which Tenant assumes, agrees, or
      is
      obligated to pay to Landlord pursuant to
      the
      Lease (the "**Additional Rent**"); and the performance of the
      promises by
      Tenant
      set forth below, Landlord hereby
      leases to Tenant, and Tenant hereby accepts, the Premises (as
      defined below), subject to the terms and provisions
      set forth in the Lease.




**PARTIES,
      PREMISES, AND DEFINED TERMS**




1. **Landlord**:
      **James W. Guercio** (the
      "**Landlord**").




2. **Tenant**:
      **Keith Reeves and Paul Stroud d/b/a****Zulu Energy** (collectively,
      the "**Tenant**").




3.Premises: Landlord
      is the owner of certain real estate legally described as **The North
      22** **feet
      of** **the
      South** 27 feet
      of
      Lot 13, in Block2
      of the
      Original Town of Sheridan, Sheridan County, Wyoming and **c/k/a
      122 North Main Street, Sheridan, Wyoming** **82801,** (the
      "**Real Estate**"). The Real Estate is improved with a
      commercial building (the **"Improvements")** (the
      Real
      Estate and the Improvements are collectively referred to as the
      "**Property**"). Landlord hereby leases and demises to Tenant the
      entire Property (the "**Premises**").




4. **Term:** Landlord
      Leases the Premises to Tenant from twelve o'clock noon on the 15 th  day
      of **February,
      2008** and
      until
      11:59 p m. on the 31" day of January, 2011 (the "Term"). Subject to Tenant's performance
      of all obligations under the Lease, including, without limitation, payment of
      Rent
      and Additional Rent, Tenant
      shall enjoy quiet possession of the Premises.




**5.** **Rent**:
      Rental for the first year of the Term is **Eighteen
      Thousand and no/100 Dollars ($18,000.00)** payable
      in equal installments of **One
      Thousand Five Hundred and no/100 Dollars ($1,500.00)** in advance
      to Landlord on the
      first
      day of each calendar month for that month's rental before twelve o'clock noon, without
      notice (the "**Rent**"). Unless otherwise provided in the Lease, all
      payments due under the Lease, including Additional
      Rent, shall be mailed, or delivered to Landlord at the following address: **1300
      Walnut Street, Suite 200,** **Boulder,
      Colorado, 80302.****If the Term does not begin** onthe
      first
      day of the month, the Rent shall be **prorated
      accordingly**. Rent for subsequent years of the Term shall be increased
      on the following
      basis:




Year
                of Term
            
            Annual
                rent
            
            Monthly
              rentYear
                2
            
            $
            21,000.00
            
            $
            1,750Year
                3
            
            $
            24,000.00
            
            $
            2,000


**6.** **Option**:
        N/A


**7.** **Security
      Deposit**: Prior to occupying the Premises, Tenant shall keep on deposit with
      Landlord a security,
      cleaning, and damage deposit in the amount of **One
      Thousand Five Hundred and no/100 Dollars** **($1,500.00)** as
      security for the return of the Premises at the expiration of the Term in as
      good
      condition as when Tenant
      entered the Premises, normal wear and tear excepted, as
      well
      as the faithful, timely, and complete performance
      of all other terms, conditions, and covenants of the Lease (the
      "**Security** **Deposit**").





**8.** **Use:**
      The Premises shall be used for retail, office or other commercial use, provided
      this use conforms
      with applicable zoning regulations. Tenant shall not, without the prior written
      consent of Landlord, permit the Premises to be used for any other
      purpose.


**COMMERCIAL
                  LEASE**(Gross)
                  (Page 1 of 11)
              Initials:Landlord
              
              Tenant





**9.** **Utilities/Additional
      Rent**: Tenant shall be responsible for paying for all utilities on the
      Premises, which
      charges shall be deemed Additional Rent including: Electric, Gas, Water, Sewer,
      Phone, Cable/ Satellite T.V.(if desired), Internet Access (if desired), and
      Refuse Disposal (if not provided by municipality). All utility payments shall
      be
      paid directly to the provider unless otherwise agreed. In the event Tenant
      fails
      to timely pay any of
      the
      aforementioned charges, it shall be deemed a Default..





10. **Payment
      of Additional Rent**: Additional Rent shall be paid by Tenant to Landlord
      in monthly installments
      concurrent with the Rent.





**11.** **Late
      Payments**: If any Rent, Additional Rent, or other payment is received
      later than **Five (5)** days
      after the date when due, the parties agree that Additional Rent in the amount
      of
**Five percent (5%)** of the outstanding sums shall also be due and
      payable. The addition of such amount and the collection thereof shall not operate
      to waive any other rights of Landlord for nonpayment of Rent, or for any other
      reason.





**12.** **Repairs
      and Maintenance of the Premises**: The Landlord shall maintain the
      foundation, exterior walls,
      and roof of the Improvements in good repair. The Tenant agrees to keep all
      the
      other improvements (including
      plate glass and other windows, window frames, and doors) upon the Premises
      repaired and maintained in good
      order as described in the Lease. The Tenant shall properly irrigate and care
      for
      all trees, shrubbery, and lawn and the Tenant shall keep all driveways,
      sidewalks, and parking areas on the Premises free and clear of ice and snow.





13.Parking: For
      the
      Term, Landlord grants to Tenant and its employees and invitees, at no additional charge,
      a
      Parking License. The Parking License is a non-exclusive license for the use
      **of two (2)** parking spaces upon the
      Property (the "**Parking License**"). The Parking License shall be
      effective for the term of the Lease as defined below.
      Landlord shall designate specific spaces for the Parking License prior to
      commencement of the Term.





**PREMISES**





14. **Common
      Areas**: N/A





**15.** **Condition
      of Premises and Representations**: Tenant is familiar with the physical
      condition of the
      Premises and the Property. Except as may otherwise be provided in the Lease,
      Landlord makes no representations,
      or warranties as to the physical condition of the Premises, or the Property,
      or
      their suitability for Tenant's
      intended use. In the event that Landlord agrees to provide any renovations,
      build-out, or any other labor and
      materials for the improvement of the Premises, or any allowance for improvements
      to be effected by Tenant, such
      work, or allowance shall be specified and agreed to between the parties in
      a
      separate document appended to this
      Lease and which shall constitute a part of this Lease ("**Work
      Letter**"). Other than the work, if any, to be performed
      pursuant to Tenant's Work Letter, the Premises are rented "as is," in current
      condition, and all warranties are
      hereby expressly disclaimed. Landlord makes no representations, or warranties
      as
      to the suitability of the Premises
      for Tenant's intended use. Landlord further makes no representations, or
      warranties as to whether Tenant's intended
      use will necessitate changes, or alterations to the Premises in order to comport
      with local, state, or federal laws and regulations. Such laws and regulations
      include, but are not limited to: health code regulations, access regulations
      (including, but not limited to, the Americans with Disabilities Act), and zoning
      regulations. Tenant understands
      and agrees that in the event actions, alterations, or improvements are required
      in order to bring the Premises
      into compliance with any local, state, or federal laws and regulations because
      of Tenant's intended use, Tenant
      shall be solely responsible for any and all associated costs and expenses
      relative thereto. Tenant further indemnifies
      and agrees to hold Landlord harmless from any and all claims and liabilities
      that may arise by virtue of Tenant's
      use of the Premises in violation of any local, state, or federal laws and
      regulations.





**16.** **Check-In
      Inspection**: Landlord and Tenant may conduct an inspection of the
      Premises at the time of
      possession. A check-in inspection sheet may be completed at that time and the
      information contained therein shall be
      sufficient and satisfactory proof of the condition of the Premises at the time
      of possession, should a subsequent dispute
      arise at a later date as to the condition of the Premises at the time of
      move-in.





17. **Use
      of Premises**: Tenant, in consideration of the leasing of the Premises,
      agrees as follows:





a. **Use
      of Premises**: To use and occupy the Premises solely as and for the use
      specified in Paragraph
      8 of the Lease. Landlord's consent to the aforementioned use is not an
      assurance, or warranty that the Premises' attributes are sufficient for Tenant's
      use. Tenant represents and warrants that it has conducted sufficient due
      diligence to assure itself that the Premises are suitable for its use, and
      that
      such use is permitted by applicablelaw.
      Landlord expressly reserves its right to lease space within the Propertyasit
      sees
      fit, unless explicitly prohibited by other provisions in the Lease. Landlord's
      demise of the Premises to Tenant does not preclude Landlord fromleasing
      other parts of the Property to other tenants who may be viewed objectively,
      or
      subjectively as competingwith
      Tenant.




**COMMERCIAL
                  LEASE**(Gross)
                  (Page 2 of 11)
              Initials:Landlord
              
              Tenant











**b.** **Signage**:
      Tenant shall be permitted to erect a sign or signs upon the Premises, provided all
      signage is in compliance with size and other requirements of Landlord and as
      may
      be set forth by applicable ordinances
      and regulations including, but not limited to, sign and design ordinances.
      All
      signage shall conform to aesthetic
      and design criteria, themes, and standards of the Property and the Improvements.
      Additionally, Landlord may
      provide signage space on a common, or community sign located on the
      Property.




**c.** **Vacancy**:
      It will be deemed a Default of the Lease if the Premises are left vacant and unoccupied
      for over thirty (30) days. In addition to other remedies contained in the Lease,
      the Landlord may, without
      being obligated to do so, and without terminating the Lease, retake possession
      of the Premises and relet, or attempt
      to relet them for such rent and upon such conditions as the Landlord deems
      best,
      making such changes and repairs as may be required, giving credit for the amount
      of rent so received, less all expenses of such changes and repairs.
      Tenant shall be liable for the balance of the Rent and Additional Rent herein
      reserved until the expiration of the
      Term.




**d.** **Legal
      Compliance**: Tenant and its licensees and invitees shall comply with and
      abide by all federal, state, county, and municipal laws and ordinances in
      connection with the occupancy and use of the Premises.
      Tenant and its licensees and invitees may not possess, or consume alcoholic
      beverages on the Premises unless
      they are of legal age. No alcoholic beverages shall be sold upon the Premises
      unless proper licenses have been
      obtained. No illegal drugs or controlled substances (unless specifically
      prescribed by a physician for a specific person
      occupying or present upon the Premises) shall be permitted upon the Premises.
      Tenant hereby covenants and agrees
      to
      use its reasonable efforts to prevent and preclude its employees, guests,
      invitees, etc. from the aforementioned
      illegal conduct. Tenant and its licensees and invitees shall not use the
      Premises in any way that may result
      in
      an increase of the rate or cost to the Landlord to insure the Property. No
      hazardous or dangerous activities are
      permitted upon the Premises.




**e.** **Additional
      Prohibitions**: Neither Tenant nor its subtenants, licensees, volunteers, employees,
      guests, or invitees shall act in any manner that would interfere with, or be
      a
      nuisance to, other subtenants,
      occupants, or invitees of the Premises, or adjacent property owners, or adjacent
      tenants, or that would interfere
      with those other parties' quiet enjoyment of their premises. Said prohibition
      includes, but is not limited to, loud
      noises, loud music, noxious or unpleasant odors, and disruptive behavior or
      actions. Tenant shall not permit any portion of the Premises to be used in
      a
      manner that may endanger the person or property of Landlord, co-tenants, or any
      person living on or near the Premises. Tenant shall keep all portions of the
      Premises in a clean, safe, sanitary, and
      habitable condition.




**f.
      Pets** **and
      Animals**: Pets or animals shall not be permitted upon the
      Premises.




**g.** **Storage/Trash**:
      Tenant shall store all personal property entirely within the Premises. Tenant
      shall store all trash and refuse in adequate containers within the Premises,
      which Tenant shall maintain in a neat
      and
      clean condition, or within designated Common Areas so as not to be visible
      to
      members of the public in, or about
      the
      Property, and so as not to create any health or fire hazard.




**h.** **Hazardous****Material
      Prohibited**: Tenant shall not cause or permit any hazardous material
      to be brought upon, kept or used in, or about the Premises by Tenant, its
      agents, employees, contractors, or invitees. If Tenant breaches the obligations
      stated in the preceding sentence, or if the presence of hazardous  material
      on the Premises caused, or permitted by Tenant results in contamination of
      the
      Premises, or if contamination of the Premises by hazardous  material
      otherwise occurs for which Tenant is responsible to Landlord for resulting
      damage, then Tenant shall indemnify, defend, and hold Landlord harmless from
      any
      and all resulting claims, judgments, damages,
      penalties, fines, costs, liabilities, or losses.




i. **Quiet
      Enjoyment**: Landlord agrees that upon Tenant paying the Rent and
      performing Tenant's obligations under the Lease, Tenant shall peacefully and
      quietly have, hold, and enjoy the Premises throughout the Term or until the
      Lease is terminated pursuant to its terms. Landlord
      shall not be responsible for theacts
      or
      omissions of any other tenant or third party that may interferewith
      Tenant's use and enjoyment of thePremises.
      In the event of any transfer or transfers of Landlord's interest in the Premisesor
      in the
      Property, other thana
      transfer for security purposes only, the Landlord shall be automaticallyrelieved
      of any and all obligations andliabilities
      accruing from and after the date of such transfer.


**COMMERCIAL
                    LEASE**(Gross)
                    (Page 3 of 11)
                Initials:Landlord
                
                Tenant






j. **Rules
      and Regulations:** Landlord shall provide Tenant with a copy of
      all
      rules and regulations
      affecting the Premises, and Tenant shall abide by all such rules and
      regulations.




**18.** **Subletting
      or Assignment:** Tenant shall not sublet the Premises or any part
      thereof, nor
      assign the Lease
      or
      any interest therein, without the prior written consent of
      Landlord. Such consent shall be at the sole discretion
      of Landlord. As a condition of assignment or sublease, Landlord
      may require the continued liability of Tenant
      or
      a separate personal guaranty by Tenant or its principal. If
      Tenant
      is a corporation, limited liability company,
      or other entity that is not a natural person, any change in ownership of
      more
      than thirty percent (30.0%) (over
      any
      period) of the ownership interest shall be deemed an assignment of the Lease. In
      the
      event an assignment or
      sublease is permitted, all payments from assignee or sublessee shall be made directly
      by said party to Landlord, and
      not
      through Tenant.




19.Surrender
      of **Premises:**
      Tenant will return the Premises to Landlord at the expiration of the Term in
      as
      good order and repair as when Tenant took possession, loss by casualty and
      normal wear and tear excepted. Any
      deterioration or damage caused by accident, abuse, carelessness, or negligence shall
      not
      be considered normal wear
      and
      tear. In the event that Tenant fails to redeliver the Premises in appropriate condition,
      Landlord may restore the
      Premises to appropriate condition, including
      repair, replacement, and cleaning. The cost of any work necessitated shall
      be
      deducted from the Security Deposit; if the Security Deposit is insufficient
      to
      cover work performed,
      Tenant shall be obliged to pay the additional balance.




**20.** **Removal
      of Fixtures/Redelivery**: Tenant shall remove, at the termination of the
      Lease, provided Tenant
      is
      not in Default, Tenant's moveable trade fixtures and
      other
      items of personal property that are not permanently
      affixed to the Premises. Tenant shall remove the alterations and additions and
      signs
      made by Tenant as Landlord
      may request and repair any damage caused by such removal. Tenant shall peaceably yield
      up
      the Premises  and
      all
      alterations and additions thereto (except such as Landlord has requested Tenant to
      remove); and all fixtures, furnishings,
      floor coverings, and equipment that are permanently affixed
      to the Premises which shall thereupon become
      the property of the Landlord. Any personal property of Tenant not removed within
      five (5) days following such
      termination shall, at Landlord's option, become the property of
      Landlord.




**PAYMENTS**




**21.** **Payments/Dishonored
      Checks**: Payments shall be deemed received when actually delivered
      to, and
      received by, Landlord at the payment location. Dishonored checks and any checks received
      late in the mail will be
      treated as late
      payments. Additional bank and handling charges may also be assessed in the
      event of
      a
      dishonored check.
      The foregoing items shall be deemed Additional Rent.
      Landlord may require Tenant to replace such dishonored
      check with a money order, cashier's check, or other good funds. Landlord
      may further require that all subsequent
      payments after a dishonored check be paid with a money order, cashier's check,
      or
      other good funds.




**22.** **Partial
      Payment**: If any partial payment is made by Tenant, it shall be
      allocated first to the payment
      of Additional Rent, including, without limitation, utilities (if applicable) and
      other
      expenses; and second to unpaid
      Rent. Acceptance by Landlord of any partial payment shall not waive the right
      of
      Landlord to require immediate
      payment of the unpaid balance of Rent or waive or affect Landlord's rights to
      institute legal proceedings including,
      without limitation, an eviction action.




**23.** **No
      Offset**: No assent, express or implied, to any Default of any one or
      more of the agreements hereof
      shall be deemed or taken to be a waiver of any succeeding or other Default. The
      covenants set forth in the Lease
      are
      independent. Tenant shall have no right to withhold or set off any Rent due Landlord.




**24.** **Joint
      and Several Obligations of Tenant**: In the event more than one person
      comprises Tenant,
      it is
      expressly understood and agreed that each person comprising Tenant is jointly and
      severally liable for any and all obligations
      of Tenant in the Lease. This means that all persons comprising Tenant are each,
      together and separately, responsible
      for all of Tenant's obligations. Landlord may, at its option, determine whom
      to
      hold responsible.


**COMMERCIAL
                    LEASE**(Gross)
                    (Page 4 of 11)
                Initials:Landlord
                
                Tenant





**SECURITY
      DEPOSIT**




25.Security
      Deposit:





**a.** **Security
      Deposit**: To secure the faithful performance by Tenant of all of
      Tenant's covenants,
      conditions, and agreements in the Lease to be observed and performed, Tenant
      shall deposit with Landlord the Security Deposit prior to commencement of the
      Lease. The Security Deposit may
      also
      be used in the event
      of
      termination of the Lease by re-entry, eviction, or otherwise.





**b.** **Application
      of Security Deposit**: The parties agree: (1) that the Security Deposit
      or any portion
      thereof, may be applied to the curing of any Default that may exist, and/or
      payment of subsequent damages and costs incurred by Landlord, without prejudice
      to any other remedy or remedies that the Landlord may have on account
      thereof, and upon such application Tenant shall pay Landlord on demand the amount
      so
      applied, which shall be
      added
      to the Security Deposit so it will be restored to its original amount;
      (2) that should the Premises be conveyed
      by Landlord, the Security Deposit or any portion thereof may be turned over
      to
      Landlord's grantee, and if the
      Security Deposit is turned over, Tenant agrees to look to such grantee for
      such
      application or return; (3) that Landlord
      shall not be obligated to hold Security Deposit as a separate fund; (4) that should
      the Rent be increased, the Security
      Deposit shall be increased in the same proportion within thirty (30) days
      of
      such Rent increase; and (5) that should
      a
      Default occur, Landlord may, as an additional remedy, increase the Security Deposit
      at its sole discretion.





**c.
      Return****of Security Deposit**: If Tenant shall perform
      all of its respective covenants and agreements in the Lease, the Security
      Deposit, or the portion thereof not previously applied pursuant to the
      provisions of the Lease, together with a statement, shall be returned to Tenant
      without interest, no later than thirty (30) days after the expiration of the
      Term, or any renewal or extension thereof (or such earlier time if required
      by
      applicable law), provided Tenant has vacated the Premises and surrendered
      possession thereof to Landlord.




**REPAIRS
      AND MAINTENANCE**





**26.** **Improvements,
      Repairs, and Maintenance**: Subject to the limitations set forth in Paragraphs
      27 and
      28
      below, Landlord or Tenant, as specified in Paragraph 12
      above,
      shall be responsible for the cost and condition
      of the respective improvements, repairs, and maintenance relating to all
      structural components, interior and exterior walls, floors, ceiling, roofs,
      sewer connections,
      plumbing, wiring, appliances, and glass used
      in connection
      with the Premises.





**27.** **Landlord's
      Limited Responsibility**: In the event Paragraph 12
      of the
      Lease provides for Landlord's responsibility for certain repair and maintenance, Landlord
      shall be responsible for: (i) any repairs, replacements,
      restorations, or maintenance that have been necessitated by reason of
      ordinary wear and tear, and (ii) any
      repairs, replacements, restorations, or maintenance that have been necessitated by
      sudden
      natural forces, or acts of
      God,
      or by fire not caused by Tenant. The cost of any maintenance, repairs, or
      replacements necessitated by the act,
      neglect, misuse, or abuse of Tenant, its agents, employees, customers, licensees,
      invitees, or contractors shall be paid
      by
      Tenant to Landlord promptly upon billing. Landlord shall use reasonable
      efforts to cause any necessary repairs
      to be made promptly; provided, however, that Landlord shall have no liability
      whatsoever for any delays in causing
      such repairs to be made, including, without limitation, any liability for injury to
      or
      loss of Tenant's business, nor
      shall
      any delays entitle Tenant to any abatement of Base and Additional Rent
      or
      damages, or be deemed an eviction
      of Tenant in whole or in part.





**28.** **Tenant's
      Allowed Responsibilities**: In
      the
      event Paragraph 12 of the Lease provides for Landlord's
      responsibility for certain repair and maintenance, Tenant shall not
      perform or contract with third parties to
      perform any repairs of any kind upon the Premises or structure upon which the Premises
      are located. In the event any
      repair that is the responsibility of Landlord becomes necessary, Tenant shall notify
      Landlord as soon as possible, and
      allow
      reasonable time for the work to be completed. Any unauthorized work
      performed or contracted for by Tenant
      will be at the sole expense of Tenant.





**29.** **Tenant's
      Duty to Repair**: In the event Paragraph 12
      of the
      Lease provides for Tenant's responsibility
      for certain repair and maintenance, Tenant shall, at
      Tenant's sole cost and expense, maintain the Premises,
      including, but not limited to, the plumbing, exterior plate glass,
      other windows, and window frames, electric
      wiring, HVAC equipment, fixtures, appliances, and interior walls, doorways,
      and appurtenances belonging thereto installed for the use or used in connection
      with the Premises. Tenant shall, at Tenant's own expense, make as and
      when
      needed all repairs to the Premises and to all such equipment, fixtures,
      appliances, and appurtenancesnecessary
      to keep the same in good order and condition. Tenant repairs shall include
      all
      replacements, renewals,alterations,
      and betterments (the "**Tenant Repairs**"). All Tenant Repairs
      shall be equal or better in quality and classto
      the
      original work. In the event Tenant fails to complete Tenant Repairs, Landlord
      may obtain them and billTenant
      for such work as Additional Rent.


**COMMERCIAL
                    LEASE**(Gross)
                    (Page 5 of 11)
                Initials:Landlord
                
                Tenant


**30.** **Tenant
      Improvements**: Unless otherwise provided in the Work Letter, Tenant
      shall be solely responsible
      for any and all improvements and alterations within the Premises necessary
      for
      Tenant's intended use of the
      Premises, including, but not limited to, electrical wiring, HVAC, plumbing,
      framing, drywall, flooring, finish work,
      telephone systems, wiring, and fixtures necessary to finish the Premises to
      a
      condition suitable for Tenant's use
      (the
      "**Tenant Work**").





**31.** **Improvements/Prior
      Landlord Consent:** Tenant agrees to submit to Landlord complete plans and
      specifications, including engineering, mechanical, and electrical work covering
      any and all contemplated Tenant Work,
      if
      applicable, and any subsequent improvements or alterations of the Premises.
      The
      plans and specifications shall
      be
      in such detail as Landlord may require, and in compliance with all applicable
      statutes, ordinances, regulations,
      and codes. As soon as reasonably feasible thereafter, Landlord shall notify
      Tenant of any failures of Tenant's
      plans to meet with Landlord's approval. Tenant shall cause Tenant's plans to
      be
      revised to the extent necessary
      to obtain Landlord's approval. Tenant shall not commence any Tenant Work, or
      any
      other improvements, or
      alterations of Premises until Landlord has approved Tenant's plans.





32.TenantWork
      and
      Repairs/Compliance with Codes/MechanicLiens: Tenant
      shall procure all necessary
      permits before undertaking Tenant Work or Tenant Repairs. Tenant shall perform
      all Tenant Work or Tenant
      Repairs in a good and workmanlike manner. Tenant shall use materials of good
      quality and perform Tenant Work or Tenant Repairs only with contractors
      previously approved of in writing by Landlord. Tenant shall comply with all
      laws, ordinances, and regulations, including, but not limited to, building,
      health, fire, and safety codes. Tenant
      hereby agrees to hold Landlord and Landlord's agents harmless and indemnified
      from all injury, loss, claims,  or
      damage
      to any person or property (including the cost for defending against the
      foregoing) occasioned by, or growing
      out of Tenant Work or Tenant Repairs. Tenant shall promptly pay when due the
      entire cost of any Tenant Work
      or
      Tenant Repairs on the Premises undertaken by Tenant, so that the Premises shall
      at all times be free of liens for
      labor
      and materials. Tenant hereby agrees to indemnify, defend, and hold Landlord
      harmless of and from all liability,
      loss, damages, costs, or expenses, including reasonable attorneys' fees,
      incurred in connection with any claims  of
      any
      nature whatsoever for work performed for, or materials, or supplies furnished
      to
      Tenant, including lien claims
      of
      laborers, materialmen, or others. Should any such liens be filed or recorded
      against the Premises or the Improvements
      with respect to work done for, or materials supplied to, or on behalf of Tenant,
      or should any action affecting
      the title thereto be commenced, Tenant shall cause such liens to be released
      of
      record within five (5) days after notice thereof. If Tenant desires to contest
      any such claim of lien, Tenant shall nonetheless cause such lien to be
      released of record by the posting of adequate security with a court of competent
      jurisdiction as
      may be
      provided by Wyoming's mechanic's lien statutes. If Tenant shall be in default
      in
      paying any charge for which such mechanic's
      lien or suit to foreclose such lien has been recorded or filed and shall not
      have caused the lien to be released
      as aforesaid, Landlord may (but without being required to do so) pay such lien
      or claim and any associated costs,
      and the amount so paid, together with reasonable attorneys' fees incurred in
      connection therewith, shall be immediately
      due from Tenant to Landlord as Additional
      Rent.





**33.** **Common
      Area Maintenance**: Landlord shall use reasonable efforts to maintain and
      repair Common
      Areas of Property, including walks and parking lots. The cost of any
      maintenance, repairs, or replacements necessitated
      by the act, neglect, misuse, or abuse by Tenant, its employees, licensees,
      invitees, or contractors shall be
      paid
      by Tenant to Landlord. Landlord shall use reasonable efforts to cause any
      necessary repairs to be made promptly; provided, however, that Landlord shall
      have no liability whatsoever for any delays in causing such repairs to be made,
      including, without limitation, any liability for injury to or loss of Tenant's
      business, nor shall any delays entitle
      Tenant to any abatement of Rent or damages, or be deemed an eviction of Tenant
      in whole or in part.





**34.** **Keys/Locks**:
      Tenant shall not place any additional locks upon the Premises, including, but
      not limited to, exterior and interior doors. Tenant shall not cause any of
      the
      locks or cylinders therein to be changed or re-keyed.


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**35.** **Waste/Rubbish
      Removal**: Tenant shall not lay waste to the Premises. Tenant
      shall not perform any
      action or practice that may injure the Premises or Property. Tenant shall keep
      the
      Premises and the Property surrounding
      the Premises free and clear of all debris, garbage, and
      rubbish. Unless otherwise provided for in the Lease,
      Tenant shall be responsible for contracting for and paying for trash and debris
      removal required by Tenant's use
      of
      the Premises.





**DEFAULT,
      NOTICE AND REMEDIES**





**36.** **Default**
      If the Tenant shall be in arrears in the payment of any installment of Rent, any
      Additional Payments,
      or any portion thereof, for **Three (3)** or more days after same
      is due, or in violation of any other covenants
      or agreements set forth in this Lease (the "**Default**") and after
      the
      Landlord has provided written Notice to
      Quit,
      Leave and Vacate pursuant to applicable law, and a period of at least
**Three (3)** additional
      days has expired, then
      the
      Landlord may, at the Landlord's option, undertake any of the following remedies
      without limitation: (a) declare
      the Term of the Lease ended; (b) terminate the Tenant's right to possession of
      the
      Premises and reenter and repossess
      the Premises pursuant to applicable provisions of the Wyoming Forcible Entry
      and
      Detainer Statute; (c) recover
      all present and future damages, costs and other relief
      to
      which the Landlord is entitled; (d) pursue Landlord's
      lien remedies; (e) pursue breach of contract remedies; and/or (f) pursue
      any and all available remedies in law
      or
      equity. In the event possession is terminated by reason of a Default prior
      to
      expiration of the Term, the Tenant
      shall still be responsible for the Rent and Additional Payments occurring
      for the remainder of the Term, subject
      to the Landlord's duty to mitigate such damages.





**37.** **Abandonment**:
      In the event of an abandonment of the Premises, Landlord may, without being
      obligated to do so and without terminating the Lease, retake possession of
      the
      Premises and exercise any of the remedies
      contained in Paragraph 38 below.





**38.**  **Re-Entry:** In
      the
      event of re-entry by Landlord as a result of abandonment or a Default by
      Tenant:





a.  Tenant
      shall be liable for damages to Landlord for all loss sustained, including,
      without limitation,
      the balance of the Rent and Additional Rent, court costs, and reasonable attorneys'
      fees;





b. Tenant's
      personal property and the personal property of any guest, invitee, licensee,
      or occupant
      may be removed from the Premises and left on the street or alley, or,
      at
      Landlord's option, it may be removed and stored, or disposed of at Landlord's
      sole discretion. Landlord
      shall not be deemed a bailee of the property
      removed and Landlord shall not be held liable for the property. Tenant
      shall indemnify Landlord for any expense
      in defending against any claim by Tenant or third party and for any legal
      expense, cost, fine, or judgment awarded
      to a third-party as a result of Landlord's action under the term of the
      Lease;





c.  Landlord
      may attempt to relet the Premises for such rent and under
      such terms as Landlord
      believes appropriate;





d.  Landlord
      may enter the Premises, clean
      and
      make repairs, and charge Tenant accordingly;





e.  Any
      money
      received by Landlord from Tenant shall be applied first to Rent, Additional Rent,
      and
      other payments due; and





f.  Tenant
      shall surrender all keys and peacefully surrender and deliver up possession of
      the Premises.





**INSURANCE
      AND INDEMNIFICATION**





**39.** **Negligent
      Damages**: Tenant shall be responsible for and reimburse Landlord
      for any and all damages
      to the Premises or Property and persons and property therein caused by the negligent,
      grossly negligent, reckless,
      or intentional acts of itself, its employees, agents, invitees, licensees, or
      contractors.





40. **Liability
      Indemnification/Insurance**: Tenant shall hold Landlord, Landlord's
      agents, and their respective
      successors and assigns, harmless and indemnified from all injury, loss,
      claims, or damage to any person or property while on the Premises, or any other
      part of the Property, or arising in any way out of Tenant's business, which
      is
      occasioned by a negligent, inten tional,
      or reckless act, or omission of Tenant, its employees, agents, invitees,
      licensees, or contractors. Tenant shall maintain public liability insurance
      insuring Landlord and Landlord'sagents,astheir
      interest may appear, against all claims, demands, or actions for injury to
      or
      death in an amount of notless
      than
      one million dollars ($1,000,000) arising out of any one occurrence, made by,
      or
      on behalf of any person,firm,
      or
      corporation, arising from, related to, or connected with the conduct and
      operation of Tenant's business, including, but not limited to, events on the
      Premises and anywhere upon the Property. Tenant shall also obtaincoverage
      in the amount of one million dollars ($1,000,000) per occurrence covering
      Tenant's contractual liabilityunder
      the
      aforesaid indemnification clauses.


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**41.
      Fire/Casualty Insurance**: Tenant shall maintain plate glass insurance
      covering all exterior plate glass
      in
      the Premises, fire, extended coverage, vandalism, and malicious mischief
      insurance and such other insurance
      as Tenant may deem prudent, covering all of Tenant's stock in trade, fixtures,
      furniture, furnishings, floor coverings, and equipment in the
      Premises.




**42.** **Insurance
      Requirements**: All of Tenant's insurance related to the Premises and the
      Property shall be
      in the
      form and from responsible and well-rated companies satisfactory to Landlord,
      shall name Landlord as an additional
      insured thereunder, and shall provide that the insurance will not be subject
      to
      cancellation, termination, or change
      except after at least thirty (30) days prior written notice to Landlord. The
      policies or duly executed certificates
      for such insurance shall be provided to Landlord prior to commencement of Term
      and upon request of Landlord.




**43.
      Waiver****of Liability**: Landlord and Landlord's agents
      and employees shall not be liable for, and Tenant waives all claims for, damage
      to property sustained by Tenant, employees, agents or contractors, orany other
      person claiming through Tenant, resulting from any accident in or upon the
      Premises or the Property of which they shall be a part, including, but not
      limited to, claims for damage resulting from: (1) any equipment or appurtenances
      becoming out of repair, (2) Landlord's failure to keep the Property or the
      Premises in repair; (3) injury done or occasioned by wind, water, or other
      act
      of God; (4) any defect in, or failure of, plumbing, heating, or air-conditioning
      equipment, electric wiring, or installation thereof, gas, water and steam pipes,
      stairs, porches, railings, or walks; (5) broken glass; (6) the backing-up of
      any
      sewer pipe, or downspout; (7) the bursting, leaking, or running of any
      tank, tub, sink, sprinkler system, water closet, waste pipe, drain, or any
      other
      pipe or tank in, upon, or about the Property or Premises; (8) the escape of
      steam, or hot water; (9) water, snow, or ice being upon, or coming through
      the
      roof, skylight, doors, stairs, walks, or any other place upon, or near such
      Property, or the Premises, or otherwise; (10) the falling of any fixtures,
      plaster, or stucco; (11) fire or other casualty; and (12) any act, omission,
      or
      negligence of co-Tenants, or of other persons or occupants of the Property,
      or
      of adjoining or contiguous buildings, or of adjacent or contiguous
      property.




**44.** **Third-Party
      Liability**: Landlord shall not be liable to Tenant for any damage by or
      from any act or
      negligence of any co-tenant or other occupant of the Improvements, or by any
      owner or occupant of adjoining or contiguous
      property. Landlord shall not be liable for any injury or damage to persons
      or
      property resulting in whole or
      in
      part from the criminal activities of others. To the extent not covered by normal
      fire and extended coverage insurance,
      Tenant agrees to pay for all damage to the Improvements.




**45.** **Landlord
      Insurance**: Insurance shall be procured by Landlord in accordance with
      its sole discretion.
      All awards and payments thereunder shall be the property of the Landlord, and
      Tenant shall have no interest
      in the same. Notwithstanding the foregoing, Landlord agrees to obtain building
      liability and hazard insurance required to be carried for the Property and
      Premises and adequate hazard insurance, which covers replacement
      cost of the Property and Premises.




**46.** **Indemnification
      Fees and Costs**: In case any claim, demand, action, or proceeding is
      made or brought against Landlord, its agents, or employees, by reason of any
      obligation on Tenant's part to be performed under
      the
      terms of the Lease or arising from any act of negligence of Tenant or its agents
      or employees, or which gives
      rise to Tenant's obligation to indemnify Landlord, Tenant shall be responsible
      for all costs and expenses, including,
      but not limited to, reasonable attorneys' fees incurred in defending or
      prosecution of the same, as applicable.




**OTHER
      PROVISIONS**


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47. **Destruction,
      or Condemnation of Premises**: Landlord's and Tenant's duties and
      responsibilities are
      as
      follows when destruction or condemnation of the Premises occurs:





**a.** **Partial
      Destruction of the Premises**: In case of partial destruction of the
      Premises by fire,
      or
      other casualty, Landlord at its discretion may repair the Premises with
      reasonable dispatch after notice of said
      partial destruction. Tenant shall remain responsible for payment of Rent. Subparagraph
      (d) of this Paragraph 47 shall
      apply if Landlord determines that the partial destruction will not be
      repaired.





**b.** **Premises
      Untenable**: If the Premises are made totally untenable by fire, the elements,
      or other
      casualty, or if the building in which the Premises are located is partially
      destroyed to
      the
      point where Landlord, within a reasonable time, decides not to rebuild, or
      repair, then Subparagraph (d) of
      this
      Paragraph 47 shall apply.





**c.** **Condemnation**:
      If the whole or part of the Premises are taken by any authority for any public
      or
      quasi-public use, or purpose, then Subparagraph (d) of this Paragraph 47
      shall
      apply. All damages and compensation
      awarded for any taking shall be the sole property of Landlord.





**d.** **Termination
      of Term**: Tenant agrees that if Landlord decides not to repair, or
      rebuild the
      Premises where the destruction has occurred as described in Subparagraphs (a)
      and
      (b) of this Paragraph 47, the Term
      hereby granted by the Lease shall cease and the Rent and Additional Rent shall
      be prorated
      and payable up to the
      time
      of the cessation of the Term. A refund will be given for the balance of any
      Rent paid
      in
      advance for which Tenant
      did not have use of the Premises due to the cessation of the Term under the
      conditions of
      this
      Paragraph 47. Where
      the
      Premises have been taken due to condemnation as described in Subparagraph (c) of
      this
      Paragraph 47, the Term
      of
      the Lease shall cease and terminate upon the date that possession of the Premises
      is taken by the authority. Rent
      and
      Additional Rent shall be prorated and payable up to the time of the cessation of
      the
      Term. Tenant shall not hold
      Landlord liable for any damages as a result of any of the acts or events
      described in this subparagraph.





**48.** **Holdover:** Tenant
      shall vacate the Premises and remove all of Tenant's personal property from
      the Premises
      prior to 11:59 p.m. on the date the Term expires. Landlord may immediately
      commence eviction proceedings
      at its sole discretion. If, after the expiration of the Lease,
      Tenant shall remain in possession of the Premises
      and continue to pay Rent without a written agreement as to such possession, then
      such
      tenancy shall be regarded
      as a month-to-month tenancy, at a monthly rental, payable in advance, equivalent
      to the last month's Rent paid
      under the Lease, and subject to all the terms and conditions of the
      Lease.





**49.** **Entry
      by Landlord**: Landlord may enter the Premises at reasonable hours for
      reasonable purposes (such
      as
      repairs, inspections, or re-letting to prospective new tenants), upon
      reasonable notice to Tenant. Landlord may
      also
      enter the Premises in the event of emergency, without notice, or in the event of
      vacancy of the Premises, as described in Paragraph 38.





**50.** **Guarantor**:
      In the event the Lease is guaranteed, the
      person(s) guaranteeing the Lease ("Guarantor")
      hereby absolutely guarantees Tenant's obligations and
      performance under the Lease. Guarantor further
      agrees to be bound by the same covenants and conditions of the Lease and hereby makes
      the
      same warranties and representations as Tenant hereunder. If Tenant defaults
      in
      the performance of
      its
      obligations under the Lease, Guarantor
      will perform said obligations.





**51.** **Subordination/Estoppet/Attornment**:
      The Lease shall be subordinate to all
      existing and future mortgages,
      deeds of trust, and other security interests on the Premises and
      to
      any and all extensions, renewals, refinancing,
      and modifications thereof. Tenant shall execute and deliver whatever
      instruments may be required for such purposes, or for the purpose of informing
      a
      potential or existing lender or purchaser of the Property as to the status
      of
      its tenancy. Any such instruments or estoppel letters shall contain all
      information reasonably required by Landlord
      or other entity in conjunction with such transaction. Tenant
      agrees to attorn to a lender or other party coming
      into title to the Property upon written request of Landlord.





**52.** **Notices**:
      All notices required to be sent under the Lease shall be in writing and either:
      (i) delivered as
      provided by applicable law; (ii) personally delivered, with proper proof of
      service; or
      (iii)
      sent via U.S. first class mail,
      postage prepaid. All notices required to be sent to Landlord shall be sent
      or
      delivered to the address where the Rent
      is
      to be paid, and all notices required to be sent to Tenant shall be sent
      or
      delivered to the Premises,  unless otherwise
      specified in the Lease.


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                  Tenant





**53.** **Attorneys'
      Fees**: In the event Tenant or Landlord fails to perform any of its
      obligations under
      the Lease,
      or
      in the event a dispute arises concerning the meaning or interpretation of
      any
      provision of the Lease, the defaulting
      party, or the party not prevailing in such dispute, as the case may be, shall
      pay any and all costs and expenses
      incurred by the other party in enforcing or establishing its rights hereunder,
      including, without limitation, court
      costs and reasonable attorneys' fees.





**54.**  **Governing** Law:
      The
      Lease shall be governed by and construed in accordance with the laws of the
      State
      of Wyoming. Venue shall be proper in the county where the Premises are located.





55. **Amendments
      and Termination**: Unless otherwise provided in
      the
      Lease, the Lease may be amended,
      modified, or terminated only by a written instrument executed by Landlord and
      Tenant.





56. **Captions**:
      The paragraph titles or captions in the Lease are for convenience only
      and
      shall not be deemed
      to
      be part of the Lease.





57.Pronouns;
      Joint and Several **Use
      of Certain Terms:** Whenever
      the terms referred to in the Lease
      are
      singular, the same shall be deemed to mean the plural, as
      the
      context indicates, and vice versa. All references
      to the "Landlord" shall mean Landlord and/or its authorized agents, contractors,
      or employees as may be required
      by the specific context. All references to the "Tenant"
      shall mean each and every person comprising Tenant,
      or an individual person, or combination of persons comprising Tenant
      as
      may be required by the specific context.





**58.** **Waivers**:
      No right under the Lease may be waived except by written instrument executed
      by the party
      who
      is waiving such right. No waiver of any breach of any provision contained in
      the
      Lease shall be deemed a waiver
      of
      any preceding or succeeding breach of that provision, or of any other provision contained
      in the Lease. No extension
      of time for performance of any obligations or acts shall be deemed an extension
      of the time for performance
      of any other obligations or acts.





**59.**  **Heirs,
      Assigns,** **Successors:**
      The Lease is binding and inures to the benefit of the heirs, assigns, and
      successors in interest to the parties, subject to the restrictions on assignment in
      Paragraph 18.





60. **Time
      of the Essence**: Time is of the essence of the Lease, and each and all
      of its provisions.





**61.** **No
      Reservation of Option**: Submission of this instrument for examination or
      signature by
      Tenant does
      not
      constitute a reservation of or option for lease, and is not effective as a
      lease
      or otherwise until execution and
      delivery by both Lessor and Tenant.





62. **Credit
      Reports:** Tenant hereby grants Landlord permission
      to obtain from time to time investigative
      consumer reports to ascertain the creditworthiness of Tenant and Tenant's
      guarantors, if applicable.





**63.** **Corporate
      Authorization**: If Tenant is a corporation, each individual
      executing the Lease on behalf of the corporation represents and warrants that
      he
      is duly authorized
      to execute and deliver the Lease on behalf of said corporation in accordance
      with a duly adopted resolution of
      the
      Board of Directors of the corporation and
      that
      the Lease is binding upon the corporation in accordance with its terms.
      Lessee agrees to provide Landlord with
      such
      a resolution within five (5) days of the execution of the Lease.





**64.** **Severability**:
      If any term, covenant, condition, or provision of the Lease, or
      the
      application thereof to
      any
      person or circumstance shall, at any time or to any extent, be invalid or
      unenforceable, the
      remainder of the Lease,
      or
      the application of such term, or provision to persons, or circumstances other
      than those to which it is held invalid,
      or unenforceable, shall not be affected thereby, and each provision of
      the
      Lease shall be valid and shall be enforced
      to the fullest extent permitted by law.





65.Lead-Based
      Paint **Disclosure
      Rule:** Housing built before 1978 may contain lead-based
      paint. Lead
      from
      paint, paint chips, and dust can pose health hazards if not managed properly. Lead
      exposure is especially harmful
      to young children and pregnant women. Before renting pre-1978
      housing, landlords must disclose the presence
      of known lead-based paint and/or lead-based paint hazards in
      the
      dwelling. Tenant must also receive a federally
      approved pamphlet on lead poisoning prevention. In the event the Premises were
      constructed before 1978, Landlord
      shall comply with the Lead-Based Paint Disclosure, 42 U.S.C. §
      4852d.




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66.Other **Applicable
      Laws**: Federal, state, county, or municipal laws and ordinances may
      affect the Premises, the Lease, and Landlord/Tenant relationship that are not
      specifically addressed in the Lease. Landlord and Tenant
      should consult legal counsel prior to execution of the Lease to ascertain such
      information.





**67.** **ADA
      Compliance**: Tenant shall not cause or permit any violation of the
      Americans with Disabilities
      Act (the "**ADA**") to occur on, or about the Premises by Tenant,
      its agents, employees, contractors or invitees.
      Tenant shall indemnity, defend and hold Landlord harmless from any and all
      claims, judgments, damages, penalties, fines, costs, liabilities, or losses
      (including, without limitation, diminution in value of the Premises, damages
      for the loss or restriction of use of rentable or usable space, damages arising
      from any adverse impact on marketing of space, and sums paid in settlement
      of
      claims, attorneys' fees, consultation fees and expert fees) that arise during
      or
      after the Term as a result of such violation. This indemnification of Landlord
      by Tenant includes, without
      limitation, costs incurred in connection with any investigation of site
      conditions or any remedial work required by any federal, state, or local
      governmental agency or political subdivision because of any ADA violation present
      on or about the Premises. Tenant shall be permitted to make such alterations
      to
      the Premises as may be necessary to comply with the ADA, at Tenant's sole
      expense and upon the prior written consent of Landlord. Without
      limiting the foregoing, if the presence of any ADA violation on the Premises
      caused or permitted by Tenant results
      in remedial work on the Premises, Tenant shall promptly take all actions at
      its
      sole expense as are required by any
      authority to comply with the ADA; provided that Landlord's consent to such
      actions shall first be obtained, which
      shall not be reasonably withheld.





**68.** **Additional
      Provisions**: In the event that there are any additional agreements
      between the parties or
      provisions with respect to the Premises, an Addendum may be attached to the
      Lease, which shall be incorporated by
      this
      reference as a part of the Lease. An Addendum containing additional provisions
      [is] [is not] attached. The Lease
      and
      the attached Addendum constitute the entire agreement between the
      parties.





**THE
      PARTIES SHOULD INITIAL EACH PAGE OF THE LEASE AND SIGN BELOW. EACH** **PARTY
      SHOULD** **RECEIVE
      A SIGNED COPY OF THE LEASE AND** **ANY
      ADDENDA.**




**TENANT:**
              **LANDLORD:****Keith
                  Reeves and Paul****Stroud
                  d/b/a Zulu Energy**Keith
                  Reeves
              James
                    W. GuercioPaul
                  Stroud
              Date:Date:




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