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**AGREEMENT**     1. Lessor and Lessee acknowledge the accuracy of the Recitals.     2. All capitalized terms shall have the definition as set forth in the Lease, unlessspecifically stated otherwise herein.     3. Section 1.3 of the Lease is hereby amended to extend the Lease Term through February 28,2014 as to the 20, 748 Square Feet only, excluding the Second Amendment Space. The Lease shallexpire as to the Second Amendment Space on September 30, 2008, and Lessee shall surrender suchspace in accordance with the terms and conditions of the Lease. Therefore, effective as of October1, 2008 (“Effective Date”), the term “Premises” shall mean the 20,748 Square Feet.     4. As of the Effective Date, Section 1.5 of the Lease and Paragraph 1 of the Addendum to Leaseshall be amended such that Lessee shall pay Base Rent in accordance with the following schedule,together with applicable rental tax thereon:                        **Months** **PSF** **Monthly Base Rent**10/01/08 - 07/31/09 $10.00  $17,290.00 08/01/09 - 02/28/10 $20.00  $34,580.00 03/01/10 - 02/28/11 $20.50  $35,444.50 03/01/11 - 02/28/12 $21.00  $36,309.00 03/01/12 - 02/28/13 $21.50  $37,173.50 03/01/13 - 02/28/14 $22.00  $38,038.00      5. As of the Effective Date, Lessee’s pro rata share of operating expenses under Section 1.6shall be 41.48%.     6. As of the Effective Date, Section 1.9 of the Lease shall be amended to deleted the BaseYear “2003” and substitute therefor the Base Year “2009.”     7. As of the Effective Date, Section 4.2 of the Lease shall be amended to limit the annualincrease of Lessee’s Share of controllable Operating Expenses to a cap (non-cumulative) of fivepercent (5%) per annum. The term “controllable” shall exclude property taxes, building insuranceand utilities.     8. Lessor and Lessee agree that the Security Deposit under Section 5 of the Lease will remainat $31,642.33 and such amount has been received and will be retained by Lessor with no furtherrequirement that Lessee provide any additional Security Deposit.     9. Within thirty (30) days from the Effective Date, Lessor shall repair all roof leaksdesignated by Lessee and shall replace all stained ceiling tiles. The replacement of stainedceiling
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tilesis a one-time obligation of Lessor and shall not be deemed to amend Section 7.2 of the Lease.     10. Section 23.1 is hereby clarified to provide the following notice addresses for Lessor andLessee:         If to Lessor:Mountain View Community Church    17800 N. Perimeter Drive    Scottsdale, AZ 85255         If to Lessee:iGo, Inc.    17800 N. Perimeter Drive, Suite 200    Scottsdale, AZ 85255     11. Paragraph 2 of the Addendum to Lease is of no further force or effect, having beensatisfied during the Original Term. However, Lessor agrees that, within sixty (60) days, Lessorshall cause the following improvements to be completed, at Lessor’s sole cost and expense: (a) Touch up paint within the Premises with Building standard paint.  (b) Repair walls where necessary.  (c) Clean carpet and tile through the Premises.  (d) Repair restroom fixtures (toilet seat covers and toilet paper dispensers), and installautomatic air freshener system similar to the first floor restroom.     Lessee will cooperate with Lessor as reasonably required by Lessor in the completion andinstallation of the above Lessor’s Work, and Lessee shall not hinder or delay Lessor in theconstruction and/or installation of the Lessor’s Work. Except for the above Lessor’s Work and theroof and ceiling tile work set forth in Paragraph 9 of the Fifth Amendment, Lessee shall take andhereby accepts the Premises in their “as is” condition.     12. Paragraph 6 of the Addendum is hereby deleted in its entirety, and the followingsubstituted therefor:     6. RENEWAL OPTIONS: So long as Lessee is not in default at the time of theexercise of any option provided for in this Section 6, Lessee shall have the rightto extend the Lease (each, an “Option”, and collectively, the “Options”) for two (2)additional periods of three (3) years each (the “First Option Term” and “SecondOption Term”, respectively, and collectively, the “Option Terms”). In order toexercise its Options, or either of them, Lessee shall provide to Lessor writtennotice of its election not less than six (6) months prior to the expiration of thethen-current term, and no more than one (1) year prior. The Option Terms shall beupon the same terms, covenants and conditions as are set forth in this Lease, exceptthat (a) Base Rent for the first year of the First Option Term and the Second OptionTerm shall be
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adjusted to the then-prevailing fair market rent as reasonablydetermined by Lessor;however, in no event shall Base Rent decrease below the last-current Base Rent;and (b) there shall be no further Option Terms provided. Base Rent for the secondand succeeding years of the First Option Term and Second Option Term (if exercised)shall increase by two percent (2%) on each anniversary date. Within thirty (30)days from Lessee’s exercise of each Option, Lessor shall provide to Lessee anamendment to the Lease setting forth the new Base Rent. If Lessee does not executethe amendment within fifteen (15) days from Lessor’s delivery of the amendment, thenthat Option shall be null and void, and the Lease shall terminate at the expirationof the then-existing Lease term. Section 39.1 of the Lease is hereby deleted, andSections 39.2, 39.3 and 39.4 are hereby reaffirmed.     13. Paragraph 7 of the Addendum is hereby reaffirmed, with the exception that “all vacantsquare footage within the building” is hereby replaced with “any existing available contiguousspace within the building.”     14. Section 1.10 of the Lease and Paragraph 8 of the Addendum are hereby deleted in theirentirety. Lessor agrees to pay commission to Grubb & Ellis|BRECommercial, LLC (broker for Lessee)in the amount of $54,463.50. The commission shall be paid in cash within thirty (30) days of theexecution of the Fifth Amendment to Lease Agreement. Grubb & Ellis|BRE Commercial, LLC, is anintended third-party beneficiary of this commission-payment provision. Except for suchcommission, Lessor and Lessee hereby confirm that no other broker or other person or party shall beentitled to a commission or finder’s fee under this Lease, and each holds the other harmless from,for and against any claims, costs and expenses arising out of any claim brought by any party forany such commission or finder’s fee.     15. Except as amended herein, the Lease shall remain in full force and effect. In case of anyinconsistency between the provisions of the Lease and this Fifth Amendment, this Fifth Amendmentshall govern and control.     16. This Fifth Amendment shall become binding upon the parties only when executed by bothLessor and Lessee.     17. This Fifth Amendment sets forth the entire agreement between the parties with respect tothe matters set forth herein. There have been no additional oral or written representations oragreements.     18. Except for Lessee’s obligation to file a copy of this Fifth Amendment with the Securities& Exchange Commission as required pursuant to the Securities Exchange Act of 1934, Lessee shall notdivulge the existence, contents or provisions of this Fifth Amendment to any other occupant of theProject or to any other person who may subsequently divulge such information to any other occupantof Project The requirement of confidentiality contained in this paragraph is a
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material inducementto Lessor to execute this Fifth Amendment and to abide by its terms; and if any other occupant ofProject shall be or become aware or advised of the terms or general provisions of thisFifth Amendment, then Lessee shall be deemed in default under the Lease and Lessor shall havethe right to immediately exercise all of its remedies under the Lease.     19. This Fifth Amendment may be executed in counterparts, and all counterparts together shallconstitute the whole.     Dated as of the date set forth above.       **LANDLORD:**       **MOUNTAIN VALLEY COMMUNITY**