EXHIBIT 10.28.1


 


LEASE MODIFICATION AGREEMENT


 


This Lease
Modification Agreement is made at Salem, Marion County, Oregon this 23rd
day of April 1999, by and between RETRO, LLC (hereinafter referred to as “Landlord”)
and ADVANCED TELCOM GROUP, INC. (hereinafter referred to as “Tenant”).


 


WHEREAS,
RETRO, LLC, as Landlord, and ADVANCED TELCOM GROUP, INC., as Tenant, entered
into an agreement of lease dated January 19, 1999 (hereinafter referred to as
the “Lease”), covering Suite 160, an approximate 7,033 sq. ft. useable portion
of the premises, commonly known as 198 Commercial Street SE, Salem, Oregon
97301;


 


WHEREAS,
Landlord and Tenant mutually desire to modify said Lease on the terms and
conditions hereinafter set forth;


 


NOW THEREFORE,
in consideration of the foregoing and of the mutual promises contained
hereinafter, the parties do hereby agree as follows:


 


1.                                       Modify the
net usable square footage of the Premises from 6,873 sq. ft. to 7,033 sq. ft.,
per attached Exhibit “A”, which includes the addition of the new corridor to
access the transformer and generator room.


 


2.                                       Modify the
parking spaces included in the Premises from twenty (20) to Twenty-one (21).


 


3.                                       Modify
Tenant’s proportionate share of the total building from 20.3% to 20.7%.


 


4.                                       Modify
Tenant’s total rentable square footage from 7,815 sq. ft. to 7,997 sq. ft.


 


5.                                       The lease
commencement date shall be May 1, 1999.  The
Lease expiration date shall be April 30, 2009.


 


6.                                       Modify the
monthly Full Service Gross (FSG) Base Rent for the usable area to:


 


	
  Year 1 - $9,867.50/mo.

  	
   

  	
  FSG

  	
   

  	
  Year 6 - $11,001.00/mo.

  	
   

  	
  FSG

  
	
  Year 2 - $10,065.00/mo.

  	
   

  	
  FSG

  	
   

  	
  Year 7 - $11,331.00/mo.

  	
   

  	
  FSG

  
	
  Year 3 - $10,266.00/mo.

  	
   

  	
  FSG

  	
   

  	
  Year 8 - $11,671.00/mo.

  	
   

  	
  FSG

  
	
  Year 4 - $10,471.00/mo.

  	
   

  	
  FSG

  	
   

  	
  Year 9 - $12,021.00/mo.

  	
   

  	
  FSG

  
	
  Year 5 - $10,681.00/mo.

  	
   

  	
  FSG

  	
   

  	
  Year 10 - $12,382.00/mo.

  	
   

  	
  FSG

  



 


The first
month’s base rent (May 1 - May 31, 1999) for the usable and common area of the
Premises was paid on the execution of the lease in the amount of $11,271.50.  The total first month’s rent has been changed
to $11,544.50.  Therefore, a balance of
$273.00 is due to Landlord as additional rent for the first month of the lease
term.


 





















 


7.                                       Modify
Tenant’s proportionate share of the common area of the building from 1,096 sq.
ft. to 1,118 sq. ft.


 


8.                                       Modify
Tenant’s monthly base rental for their proportionate share of the common areas
of the building from $1,644.00 per month to $1,677.00 per month.


 


9.                                       Modify the
Monthly Full Service Gross (FSG) Base Rent for the common area to:


 


	
  Year 1 -
  $1,677.00/mo.

  	
   

  	
  FSG

  	
   

  	
  Year 6 -
  $1,869.00/mo.

  	
   

  	
  FSG

  
	
  Year 2 -
  $1,710.00/mo.

  	
   

  	
  FSG

  	
   

  	
  Year 7 -
  $1,925.00/mo.

  	
   

  	
  FSG

  
	
  Year 3 -
  $1,744.00/mo.

  	
   

  	
  FSG

  	
   

  	
  Year 8 -
  $1,983.00/mo.

  	
   

  	
  FSG

  
	
  Year 4 -
  $1,779.00/mo.

  	
   

  	
  FSG

  	
   

  	
  Year 9 -
  $2,043.00/mo.

  	
   

  	
  FSG

  
	
  Year 5 -
  $1,815.00/mo.

  	
   

  	
  FSG

  	
   

  	
  Year 10 -
  $2,104.00/mo.

  	
   

  	
  FSG

  



 


10.                                 Modify the
Security Deposit from $11,271.50 to $11,544.50.  Therefore, a balance of $273.00 is due to
Landlord as an additional Security Deposit.


 


11.                                 The total
additional rent due Landlord for the first month of the lease term and
additional security deposit is $546.00.  Tenant
is granted the right to apply said $546.00 for additional rent and security
deposit from their security deposit on the Month To Month Office Lease from
Suite 210.  The balance of said security
deposit from Suite 210 shall be applied toward the second month’s rent for
Suite 160.  The security deposit from
Suite 210 is $3,909.00 less $546.00 leaves $3,363.00 to be applied toward the
second month’s rent for Suite 160.  Therefore,
the second month’s rent for Suite 160 (June 1 - June 30, 1999) shall be
$8,181.50 ($11,544.60 less $3,363.00 = $8,181.50).  The total monthly base rent for Suite 160
from July 1, 1999 through April 30, 2000 shall be $11,544.60.


 


All other
terms and conditions of the lease agreement dated January 19, 1999 shall remain
the same.


 


IN WITNESS
WHEREOF, the parties hereto have executed this Lease Modification Agreement on
the dates shown below.


 


	
  LANDLORD:

  	
  TENANT:

  
	
   

  	
   

  
	
  RETRO, LLC

  	
  ADVANCED TELECOM GROUP, INC.

  
	
   

  	
   

  
	
  /s/ L. E. Tokarski

  	
   

  	
  /s/ C. G. Rudolph

  	
   

  
	
  By:

  	
  Lawrence E. Tokarski

  	
  By:

  	
  C.G. Rudolph

  	
   

  
	
   

  	
  Managing Member

  	
  It’s:

  	
  Chairman & CEO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  698 12th Street SE, Suite 210

  	
   

  	
  100 Stony Point Rd, Ste. 130

  
	
   

  	
  Salem, OR. 97301

  	
   

  	
  Santa Rose, CA 95401

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
  5/24/99

  	
   

  	
   

  	
  Date:

  	
  5/17/99