**5.** **MAIN LEASE** a. The terms, provisions, covenants and conditions of the Main Lease areincorporated herein by reference in like manner as though the same were specifically setforth herein. Notwithstanding the immediately preceding sentence, the followingprovisions of the Main Lease shall not apply to this Sublease: Section 2.4 (Term),Article 3 (Rent), Section 4.1 (Construction), Article 13.11 (Holding Over), the entireAmendment To Lease Agreement dated 7/27/2005, and all rights to renewal, extension,expansion, first offer, early termination or other similar rights and provisionscontained in the Main Lease or in any Main Lease amendments. Sublessee understands andacknowledges that Sublessor does not intend to extend the term of the Main Lease beyondOctober 31, 2010, provided, however, that Sublessor acknowledges Sublessee is free tonegotiate with the Landlord to enter into a lease directly with the Landlord followingthe end of the Sublease Term. Except as may be otherwise specifically provided herein,Sublessee shall have all rights and privileges and assumes and agrees to keep andperform, as to the Premises, all of the obligations, conditions and covenants of theTenant set forth under the Main Lease as though Sublessee were substituted as Tenantthereunder. It is agreed and understood between the parties hereto that the Sublesseeobtains and is granted no more rights and privileges, as to the Premises, under thisSublease Agreement than Sublessor was granted as Tenant under the Main Lease. b. Sublessor shall pay to Landlord the Base Rent due under the Main Lease when suchpayments are due and shall perform all obligations of Sublessor under the Main Lease,except to the extent Sublessee is obligated to perform such obligations under thisSublease. c. The obligations, conditions and covenants of the Landlord under the Main Leaseshall remain the Landlord’s, and Sublessor shall not be required to perform the same inthe event of a default by the Landlord but shall diligently enforce such obligations onbehalf of Sublessee, subject to Sublessee reimbursing Sublessor for any costs andexpenses, including but not limited to attorney fees, in pursuing such action. d. Sublessor and Sublessee each agree not to do, suffer, or permit anything to bedone which would result in a default under the Main Lease, or cause the Main Lease to beterminated or forfeited.**6.** **PARKING**Subtenant shall be entitled to one (1) parking space in the building at the current contractparking rates as provided in the Master Lease. The parties acknowledge that Sublessee has obtainedat Sublessee’s expense the use of three additional parking spaces during the Term, and the GrossRent has been adjusted to partially compensate Sublessee for the cost of such additional spaces asset forth in section 4(a) hereof. In the event Sublessee discontinues use of one or more of saidthree additional parking spaces during the Term, the Sublessee shall immediately notify theSublessor of this change in use of these three additional parking spaces and the Gross Rent shallbe increased at the rate of $122.50 per space for each month or partial month in which such parkingspace is discontinued.**7.** **BUILDING SIGNAGE**Sublessee shall be able to install subject to Landlord’s prior written consent, which shallnot be unreasonably withheld, and at Sublessee’s sole cost and expense, building directory boardsignage and a suite sign at the entry door to Sublessee’s space. Any subsequent change(s)requested by Sublessee to the building directories and its suite sign shall be at Sublessee’s cost.**8.** **INSURANCE**Sublessee shall maintain, as to the Premises, all insurance required to be maintained bySublessor as Tenant under the Main Lease, and have Sublessor and Landlord named as additionalinsureds thereon. The insurance policies maintained by Sublessee shall provide that the same maynot be cancelled, terminated or altered without thirty (30) days prior written notice sent bycertified mail, return receipt requested, to Sublessor and Landlord.**9.** **INDEMNIFICATION**Sublessee agrees that it will indemnify and hold Sublessor and Landlord forever harmless asprovided in Section 6.2 of the Main Lease, which indemnification shall also include any and allresponsibility or liability of which Sublessor may incur by virtue of this Sublease Agreementarising out of any failure of Sublessee in any respect to comply with and perform the requirementsand provisions of the Main Lease (attributable to the Premises), or this Sublease Agreement.Sublessor agrees that it will indemnify and hold Sublessee forever harmless against any and allexpense, loss, claims or liability, including reasonableattorneys fees, which may incur by virtue of this Sublease Agreement arising out of any failure ofSublessor in any respect to comply with and perform the requirements and provisions of the MainLease (attributable to the Premises), or this Sublease Agreement.
 
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**10.** **ASSIGNMENT/TRANSFER**Sublessee shall not transfer, sell, assign or pledge this Sublease or further sublease thePremises, or any part thereof, without (i) compliance with the requirements of the Main Leaserelating thereto, and (ii) obtaining the prior written consent of the Sublessor and Landlord,neither of which shall be unreasonably withheld.**11.** **ALTERATIONS AND IMPROVEMENTS**Sublessee shall not make any alterations or improvements to the Premises without (i) complyingwith the terms of the Main Lease relating thereto, and (ii) obtaining the prior written consent ofSublessor and Landlord, neither of which shall be unreasonably withheld.**12.** **SURRENDER OF THE PREMISES**Upon the expiration of the Term, or any sooner termination hereof, Sublessee shall surrenderthe Premises in good condition and broom clean, and shall remove its equipment and trade fixturespromptly (immediately repairing any damage caused thereby) and quit and surrender the Premises.**13.** **DEFAULT/REMEDIES** a. If any one or more of the following events occurs, then Sublessee shall be deemedto be in default under this Sublease Agreement: i. Sublessee fails to pay any installment of the Gross Rent providedfor under this Sublease Agreement within ten (10) days after that payment is due; ii. Sublessee fails to keep, observe or perform any of the other terms,covenants and conditions herein to be kept, observed and performed by Sublesseeunder this Sublease Agreement (including but not limited to obligations orconditions under the Main Lease) for thirty (30) days after written notice isgiven to Sublessee specifying the nature of such default. Notwithstanding theforegoing, if the applicable grace period set forth in the Main Lease shall beshorter than that provided herein for the particular alleged default, the graceperiod set forth in the Main Lease shall supersede the grace period set forth inthis subparagraph. b. If a default occurs, then Sublessor shall be entitled to exercise any and all ofthe rights and remedies available at law or in equity, including those provided to theLandlord under the Main Lease. Any remedies under this Sublease Agreement shall not bedeemed exclusive, but shall be cumulative and shall be in addition to all other remediesavailable to Sublessor existing at law or in equity. Landlord shall be entitled toenforce the provisions of the Main Lease against Sublessee to the extent the same areviolated by Sublessee. The parties agree that there shall not be liability for any lostprofits or other special or punitive damages.**14.** **CONSENTS** a. Wherever the consent of Landlord is required by the provisions of the Main Lease,the Sublessee must, in addition to securing such consent, also obtain the prior writtenconsent of the Sublessor, which shall not be unreasonably withheld. b. In no event shall Sublessee be entitled to any damages for any withholding ordelay in either Sublessor or Landlord giving its consent, and Sublessee understands andagrees that its remedies shall be limited to an action for an injunctive or declaratoryjudgment.**15.** **SUBLESSOR ACCESS TO PREMISES**Upon providing reasonable notice, Sublessor shall have the right to access the Premises at anytime for purposes of inspecting the condition thereof.
 
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**16.** **NOTICES** a. Sublessor and/or Sublessee shall immediately forward to the other party allnotices of default received by Sublessor from Landlord under the Main Lease. Eitherparty may cure the other party’s default and be entitled to reimbursement of any costsand expenses, including but not limited to attorney fees, reasonably incurred. b. Any notice, demand, request or other communication which may be or is required tobe given to the Landlord under the Main Lease shall be effective only if a copy of thenotice to the Landlord is also either delivered personally or sent to Sublessor asprovided under subparagraph c below. c. Any notice which one party wishes or is required to give to the other party willbe regarded as given and received if in writing and either delivered personally to suchparty or sent certified or registered mail, return receipt requested, postage pre-paid,to the addresses below, or such other addresses as either party may, from time to time,designate by written notice to the other party:       Sublessor: Digitiliti, Inc.266 East 7th Street, Floor 4St. Paul, MN 55101Attention: William McDonald       Sublessee: SP Television LLC1001 Boardwalk Springs Place, Suite 111O’ Fallon, MO 63368Attention: Duane Lammers
 
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**17.** **DAMAGE TO PREMISES**If the Premises are so damaged or destroyed by fire, flood, earthquake, the elements,casualty, war, riot, public disorder, acts authorized or unauthorized by the government or anyother cause or happening so as to render the Premises unusable for Sublessee’s operations, and theLandlord does not commence to correct the damage or to restore the premises to a usable conditionwithin sixty (60) days of the occurrence, the Sublessor or the Sublessee shall have the option ofterminating this Lease at that time.If the Premises are partially damaged or rendered partially unusable by fire or othercasualty, Sublessee shall give Sublessor and Landlord written notice thereof and if repairs are notundertaken within sixty (60) days from date of notice of said destruction or damage, Sublessee mayterminate by giving written notice to the Sublessor. If Sublessee elects not to terminate, thisSublease shall continue in full force and until such repair is substantially completed so that fulluse and occupancy of the Premises by Sublessee is possible, the rent shall be apportioned accordingto the portion of the Subleased Premises which remains usable. If such repairs are not competedwithin one hundred eighty (180) days from the date of notice of said casualty, either party mayterminate this Sublease by the giving of written notice within ten (10) days of the expiration ofthe 180-day period.**18.** **HOLDING OVER**If Sublessee holds over after the term hereof, with or without the express or implied consentof Sublessor, such tenancy shall be at sufferance only, and not a renewal hereof or an extensionfor any further term, and in such case Sublessee shall pay to Sublessor during said holdover period150% of the rent that it was paying to Sublessor during the last month of the term that had justbeen concluded. Sublessee shall also be liable for any additional rent, charges, fees or penaltiesassessed against Sublessor for the entire Main Lease Premises for the period in which Sublessee isholding over. Such tenancy shall also be subject to every other term, covenant and agreementcontained herein. Sublessee shall also agree to indemnify and hold Sublessor harmless from anyaction, rentals, costs and other claims which may arise by its holding over, including, but notlimited to, an action by Landlord against Sublessor.**19.** **INVALIDITY**If any part of this Sublease Agreement or any part of any provision hereof shall beadjudicated to be void or invalid, then the remaining provisions hereof, not specifically soadjudicated to be invalid, shall be executed without reference to the part or portion soadjudicated as invalid, insofar as such remaining provisions are capable of execution.**20.** **IMPORTANCE OF EACH COVENANT**Each covenant and agreement on the part of one party is understood and agreed to constitute anessential part of the consideration for each covenant and agreement on the part of the other party.
 
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**21.** **CONDITIONS**This Sublease Agreement is dependent and conditioned upon (i) the Landlord executing itsconsent to this Sublease Agreement in the form attached hereto as Exhibit A and (ii) thecontinuing existence of the Main Lease. Sublessee understands and agrees to be bound by theconditions set forth in such consent.**22.** **SUCCESSORS AND ASSIGNS**This Sublease Agreement and all covenants and agreements contained herein shall be bindingupon, apply and inure to the benefit of the respective successors, heirs and assigns of the partiesto this Sublease Agreement, subject to the restrictions imposed under this Sublease Agreement andthe Main Lease, relating to assignment or further sublease by the Sublessee.**23.** **NON-WAIVER**Sublessor’s failure to insist upon strict performance of any covenant in this SubleaseAgreement or to exercise any option or right herein contained shall not be a waiver orrelinquishment of such covenant, right or option, but the same shall remain in full force andeffect. Sublessor is specifically authorized to accept a partial payment (no matter how suchpayment may be labeled or conditionally delivered) without such acceptance being deemed a waiver ofthe balance of the amount owed.**24.** **APPLICABLE LAW**This Sublease Agreement shall be construed under the laws of the State of Minnesota.**25.** **ENTIRE AGREEMENT/AMENDMENTS**This Sublease Agreement and the Exhibit or Consent attached hereto set forth all of thecovenants, promises, agreements, conditions and understanding between the Sublessor and Sublesseeconcerning the Premises, and there are no other covenants, promises, agreements, conditions orunderstandings, either oral or written, between them other than those which are set forth in thisSublease Agreement. Except as otherwise provided herein, no subsequent alteration, amendment,change or addition to this Sublease Agreement shall be binding upon Sublessor or Sublessee unlessreduced to writing and signed by both parties.**26.** **COUNTERPARTS**This Sublease Agreement and the Consent attached hereto may be separately executed ascounterparts which shall be then read together and enforced.IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the latestsignature date set forth below.       SUBLESSOR:    **Digitiliti, Inc., a Minnesota corporation**       Dated: August 29, 2009 /s/ William McDonald By: William McDonald    Its: CFO         SUBLESSEE:    **SP Television LLC, a Delaware**    **limited liability company**       Dated: August 29, 2009 /s/ Greg Bolanger By: Greg Bolanger    Its: Controller  
 
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**EXHIBIT A****CONSENT**THIS CONSENT (the “**Consent**”) is made and entered into as of the latest signature date setforth below by and between FRM Associates, LLC, a Nevada limited liability company (“**Landlord**”),and Digitiliti, Inc., a Minnesota corporation, formerly known as Storage Elements, Inc. (“**Tenant**”).**RECITALS:**A. Landlord and Tenant are parties to that certain Lease Agreement dated as of June 15, 2005,as amended by that certain Amendment to Lease Agreement dated as of July 27, 2005, (such agreement,as the same may be further modified, amended, supplemented or restated is collectively referred toherein as the “**Lease**”) (capitalized terms utilized in this Consent and not separately definedherein shall have the meanings ascribed to them in the Lease).B. Tenant has requested that Landlord consent to the sublease by Tenant of a portion of thePremises to SP Television LLC (“**Subtenant**”) in accordance with that certain Sublease Agreementattached hereto (the “**Sublease Agreement**”).C. Landlord is prepared to grant such consent, subject to and in accordance with the terms andconditions set forth herein.**AGREEMENTS:**NOW, THEREFORE, for good, fair and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, Landlord and Tenant hereby covenant and agree as follows:1. Landlord hereby consents to Tenant entering into the Sublease Agreement. Tenant agrees tonot amend the Sublease Agreement without Landlord’s prior written consent.2. Tenant hereby represents and warrants to and covenants and agrees with Landlord that: (i)the Recitals are true and correct, (ii) Landlord has not waived any of the rights, remedies orprivileges available to Landlord under the Lease, (iii) except as hereby amended, the Lease remainsunmodified and in full force and effect, (iv) there are not any uncured defaults on the part ofLandlord under the Lease, (v) there are no offsets, counterclaims or defenses to the obligations ofTenant under the Lease, (vi) each individual executing this Consent on behalf of Tenant is dulyauthorized to execute and deliver this Consent on behalf of Tenant in accordance with a dulyadopted resolution, and (vii) the Lease is binding upon Tenant in accordance with its terms.3. There are no third party beneficiaries of this Consent, intended or otherwise.4. This Consent and the attached Acknowledgment may be executed in any number of counterparts,each of which shall be an original and all of which together shall constitute and be construed asone and the same instrument, and may be evidenced by facsimile or electronically transmittedsignature pages.IN WITNESS WHEREOF, Landlord and Tenant have executed this Consent as of the date first setforth above.      LANDLORD: