Exhibit 10.32


LEASE
AGREEMENT


(Hedden-Empire
Building)


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


WITNESSETH


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


Approximately 4,300
square 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 210
North 29th Street, as shown on attached Exhibit “A”.


1.             The
parties agree that the term of this lease shall be for a period commencing
December 6, 1998, and ending on June 30, 2006.


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


3.             Lessee
may, by written notice, delivered to Lessor on or before the expiration of the
primary 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, upon
the same terms, conditions and covenants as set forth herein except that the fixed
monthly 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 by
the change in the Consumer Price Index, as published by the United States
Government, using July 1, 2004, as the base date. Thereafter, each year during
this option term, as of July 1, the monthly rent shall be increased by the
change in the Consumer Price Index for the preceding year.


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











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


5.             Lessee
shall not be required to pay Lessor a security deposit.


6.             Lessee
shall have shared use of the foyer and restrooms, with Heros or successor
tenants.


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


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


9.             Lessee shall have the right, at Lessee’s expense, to
place reasonable and appropriate exterior signage on the premises in keeping
with city codes.


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


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
















provider. The parties agree to each bear one-half the
cost of separate metering. If such separate metering should prove not be
feasible in the mutual judgment of the parties, the parties shall rely upon
fair estimates and historical usages to determine as practical as possible
under the circumstances Lessee’s electric and gas usage including without
limitation lighting, kitchen, computer, communications equipment, general
duplex 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 agree
with Lessor that Lessee shall:


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


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


c)             Not
commit any waste therein;


d)            Not
use or occupy the leased premises for any unlawful purpose and will conform to
and obey all present and future laws and ordinances and all rules, regulations,
requirements and orders of all governmental authorities or agencies respecting
the use and occupation of the leased premises;


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


f)             Permit
Lessor to enter on the leased real estate premises at all reasonable times to
examine the condition of the same;


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


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


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


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



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k)             Refrain
from posting makeshift and unorthodox signage on or about the exterior door of
the leased premises;


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


13.           Lessor covenants and agrees with
Lessee that Lessor shall:


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


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


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


14.           The parties agree that:


a)             Anything
in this Lease to the contrary notwithstanding, if the demised premises or the
building should be partially or totally damaged or destroyed by fire or other
casualty insurable under a standard form policy of fire and extended coverage
insurance (including vandalism, malicious mischief, and “all risk” if such
coverage is carried by Lessor) then, if this Lease shall not have been canceled
in accordance with the provisions hereinafter made in this Lease, Lessor shall
with reasonable dispatch after written notice to it of the damage or
destruction, repair the damage, and replace, restore, and rebuild the demised
premises and building at its sole cost and expense. Lessor will commence such
repair, replacement, restoration or rebuilding as soon as practicable after
receiving notice from Lessee to do so, but under no circumstances later than
ninety (90) days after receipt of such notice. Lessor shall not be required by
this paragraph to repair, replace, restore or rebuild any property which Lessee
shall, under other provisions of this Lease, be entitled to remove from the demised
premises, 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)            If
the demised premises shall be partially damaged or partially destroyed, the
rent payable under this Lease shall, to the extent that the demised premises
shall have been rendered unfit for use for Lessee’s business purposes, be
abated for the period from the date of such damage or destruction to the date
that such damage or



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destruction shall be repaired or restored. If the
demised premises or a major portion thereof shall be totally or substantially
damaged or destroyed or rendered completely or substantially unfit for use for
Lessee’s business purposes because of fire or other casualty as provided for in
paragraph 13(a), the entire rent shall, as of the date of the damage or
destruction, abate until Lessor shall repair, restore, replace and rebuild the
building and the demised premises; provided, however that should Lessee
reoccupy a portion of the demised premises while the restoration work is taking
place and prior to the date that the entire demised premises are again made fit
for use for Lessee’s business purposes, rent shall be apportioned and become
payable by Lessee in proportion to the part of the demised premises occupied by
it for the purpose of conducting its business, effective on the date that the
Lessee shall again begin conducting its ordinary business from the demised
premises or any portion thereof.


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


d)            In
the event the damage to the building, without regard to the status of the
demised premises, shall in the reasonable opinion of the Lessor have rendered
it untenantable, Lessor may, within sixty (60) days of the casualty, by written
notice given to Lessee, elect not to repair or rebuild the building. This Lease
shall thereupon terminate effective as of the date of casualty. After receipt
of such notice, Lessee shall vacate the demised premises as quickly as it is
reasonably possible, provided, however, that Lessee shall be entitled to occupy
the demised premises or any part thereof without liability to Lessor for as
long as it is reasonably necessary to salvage or remove therefrom its personal
property as provided in this Lease.


e)             No
damages, compensation, or claims shall be payable by Lessor for inconvenience,
loss of business, or annoyance arising from any repair or restoration of any
portion of the demised premises or of the building required to be made by
Lessor under the provisions of this Lease, but this section shall not be
construed to limit the abatement of Lessee’s rent in accordance with paragraph
13(b) above. Lessor covenants with Lessee that



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


f)             Lessee
shall insure all personal property and fixtures, not belonging to Lessor,
situated on or in the demised premises against damage by fire or other casualty
under a standard form policy of fire and extended coverage insurance (including
vandalism, malicious mischief and “all risk”) in an amount sufficient to cover
replacement or repair.


g)            Lessor
shall insure Lessor’s interest in the real estate and Lessor’s personal property
situated on or in the demised premises against damage by fire or other casualty
under a standard form policy of fire and extended coverage insurance (including
vandalism, malicious mischief and “all risk”) in an amount sufficient to cover
replacement or repair.


h)            The
Lessor and Lessee hereby waive on behalf of themselves and their respective
insurers, any claims that either may have against the other for loss or damage
resulting from perils covered by the standard form of fire and extended
coverage insurance including vandalism and malicious mischief, to the extent of
such policies which shall be in effect from time to time, it being expressly
understood that this waiver is intended to extend to all such loss or damage
whether or not the same is caused by the fault a neglect of either Lessor or
Lessee. Each party shall secure from its casualty insurer a waiver of
subrogation endorsement to the policy and, upon request, deliver a copy of such
endorsement to the other party to this Lease.


15.           Lessee shall keep the demised
premises in good condition and repair, and Lessor shall keep the remainder of
the building in good condition and repair.


16.           In the event Lessee fails to pay any
rent due hereunder or fails to keep or perform any of the other terms or conditions
hereof, 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 has
not been corrected, declare Lessee’s right of possession under this lease
canceled, whereupon Lessee shall peaceably deliver possession of the premises,
and in this regard, it shall be lawful for Lessor to enter upon the leased
premises and again have, repossess and enjoy



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the same, as if this lease had not been made, without
prejudice, however, to the rights of Lessor to recover from Lessee all rent due
under 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 the
highest rent reasonably obtainable and may recover from Lessee any deficiency
between the amounts obtained and the rent herein reserved. Any specification of
remedy herein shall not be exclusive, and Lessor shall have any remedy for
breach of this lease allowed by law.


17.           It is agreed and understood that the
provisions of this lease shall apply to and bind the heirs, executors, personal
representatives, successors and assigns of the respective parties hereto as if
in each provision particularly mentioned.


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


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


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


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


22.           In the event that Lessee shall remain
in possession of the premises upon expiration of the term of this lease,
without said tenancy being terminated or term extended, the tenancy shall be
deemed a month-to-month tenancy, upon the same terms as herein contained until
changed pursuant to the agreement of the parties or pursuant to law, which
month-to-month tenancy may be terminated by either party upon thirty (30) days
written notice to the other.


23.           Prior to December 6, 1998, or within
ten (10) days thereafter, Lessor shall remove from the premises Lessor’s
personal 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.


IN
WITNESS WHEREOF, the parties have hereunto executed this lease the day and year
first 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

  	
   

  	
   

  
					



 



 8














 


[GRAPHIC]











LEASE
MODIFICATION AGREEMENT

(Hedden-Empire Building)


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


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


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


3.             Lessor
shall have no obligation to participate in, or reimburse Lessee for, the
exterior or interior electrical service upgrades done by Lessee at its expense
specifically including those directly or indirectly benefiting the building at
large as opposed to Lessee’s leasehold premises. Any contractor, vendor, or
other third party warranties or responsibilities with regard thereto shall
inure to the benefit of Lessor as well as Lessee, and are hereby assigned as
the 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