Exhibit 10.33.1


SECOND AMENDMENT


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


RECITALS


A.      Landlord
and Tenant have hereto entered into that certain Lease Agreement dated
September 24, 1999 and as amended by that certain First Amendment to Lease
dated September 2, 2003 herein collectively called (the “Lease”) for the rental
of certain premises described as Desert Vista Commerce Center, 7850 South
Hardy, Suite 107 and 110, Tempe, Arizona 85281 (the “Premises”) consisting of
approximately 9,527 square feet and as more particularly described in the Lease
upon the terms, covenants, provisions and conditions set forth in the said
Lease, and


B.        Landlord
and Tenant desire to modify the terms of the Lease subject to the terms and
conditions set forth in this Agreement.


AGREEMENT


NOW, THEREFORE, FOR VALUE RECEIVED AND HEREBY
ACKNOWLEDGED, in consideration of the mutual covenants herein
contained, Landlord and Tenant hereby agree as follows:


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


2.         The
term of the Lease shall be and hereby is amended for a period of six (6) years
and 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 the
expiration of the Lease on a date earlier than the Term Expiration Date are
hereby amended and superseded by this paragraph.


3.         As
of the Effective Date, the Monthly Rent that the Tenant shall pay for the remainder
of the Term, (i.e., commencing with and after the Effective Date) is as
follows:


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.         Landlord
shall provide at his sole cost the improvements outlined on the attached
proposal. Any additional tenant improvements shall be the responsibility of the
Tenant.


5.         Parking
is allocated on the basis of 4/1000.


EXCEPT as amended
herein, the terms and conditions of the Lease shall in all respects remain in
full force and effect without modifications.











IN WITNESS WHEREOF,
the parties hereto have signed this Second Amendment on the date previously
written.


	
  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