EXHIBIT
      10.38





OFFICE
      LEASE








**THIS
      LEASE** ,
      made on
      the **July
      18, 2006** ,
      by and
      between Five Pilgrims, LLC, a Washington limited liability company, whose
      address is 12505 Bel-Red Road, Bellevue, Washington 98005, hereinafter referred
      to as “Lessor’, and **Trace
      Technologies LLC**  **(a
      Nevada Corporation)** ,
      hereinafter referred to as “Lessee”.





**1.**  **DESCRIPTION:** Lessor,
      in consideration of the agreements contained in this Lease, does hereby lease
      to
      Lessee, upon the terms and conditions hereinafter set forth, that certain space
      situated in the Forum Office Building, 12505 Bellevue-Redmond Road, Bellevue,
      in
      the State of Washington, the description of which is Suite 105 of the Forum
      Office Building as described in Exhibits A and B attached hereto, hereinafter
      referred to as “Premises” and incorporated herein by this reference. As shown in
      Exhibit B, the Lessee is sharing one of the two offices with Metro Escrow
      personnel and will allow them unrestricted access to said office.





The
      Rentable Area of the Premises is approximately **829** square
      feet, (less the shared office space) and the Rentable Area of the total Building
      is approximately 17,713 square feet





**2.**  **TERM:** This
      Lease shall be for a period of three (3) months, after that the suite will
      be
      leased on a month to month basis, commencing on the **1** **st** **day of August 2006** .
      Effective the 1 st day of
      August 2006, Trace Technologies LLC will have vacated Suite 201 with no adverse
      cost consequences. This lease may be terminated by either party with 30 days
      prior notice.





**3.**  **BASE
      RENTAL:** Lessee
      covenants and agrees to pay Lessor rent each month in advance on the first
      day
      of each calendar month the following rental payments:





**Months
      1 and on: One thousand thirty six and 00/100 dollars
      ($1,036.00)**





Rent
      for
      any fractional calendar month, at the beginning or end of the term shall be
      the
      pro-rated portion of the rent. **The
      Lessee shall also pay rent for any fractional calendar month at the time of
      making the first calendar month payment.** In the
      event the described monthly payment is not received by Lessor by 5 P.M. on
      the
      tenth (10th) day of any month in which the rent is due, Lessor will have the
      right to levy a late payment penalty equal to five percent (5%) of the monthly
      rent then in effect for each delinquent month of the lease, which, if levied
      will immediately be due and will be in addition to the Base Rental.





**4.**  **CONSIDERATION:** As
      consideration for the execution of this Lease, Lessee agrees to pay to Lessor
      the sum of One thousand thirty six and 00/100 dollars ($1,036.00), which
      represents the first month’s rent. Lessee shall not be entitled to interest on
      the monies deposited as set forth in this paragraph and Lessor shall not be
      required to keep these monies separate from its general fund.


-1-


**5.**  **SECURITY
      DEPOSIT: The Lessor shall continue to hold Lessee’s security/damage deposit for
      Suite 201** as
      a
      Security/Damage Deposit for this Lease. This amount is due prior to taking
      occupancy of the premises by Lessee. Said sum shall be held by Lessor as
      security for the faithful performance by Lessee of all terms, covenants, and
      conditions of this Lease to be kept and performed by Tenant during the term
      hereof. If Lessee defaults with respect to any provision of this Lease,
      including, but not limited to, the provisions relating to the payment of rent,
      Lessor may (but shall not be required to) use, apply or retain all or any part
      of this security deposit for the payment of any rent or any other sum in
      default, or for the payment Of any amount which Lessor may spend or become
      obligated to spend by reason of Lessee’s default, or to compensate Lessor for
      any other loss or damage which Lessor may suffer by reason of Lessee’s
      default.





If
      any
      portion of said deposit is so used or applied, Lessee shall within five (5)
      days
      after written demand therefore, deposit cash with Lessor in an amount sufficient
      to restore the security deposit to its original amount and Lessee’s failure to
      do so shall be a material breath of this Lease. Lessor shall not be required
      to
      keep this security deposit separate from the general funds, and Lessee shall
      not
      be entitled to interest on such deposit. If Lessee shall fully and faithfully
      perform every provision of this Lease to be performed by it, the security
      deposit or any balance thereof shall be returned to Tenant (or, at Landlord’s
      option, to the last assignee of Tenant’s interest hereunder) at the expiration
      of the Lease term. In the event of termination of Lessor’s interest in this
      Lease, Lessor shall transfer said deposit to Lessor’s successor in
      interest.





**6.**  **USES:** Lessee
      agrees that Lessee will use and occupy the Premises for general office use
      only,
      and no other purposes.





**7.**  **CARE
      OF PREMISES:** The
      Lessor shall not be called upon to make any improvements or repairs of any
      kind
      upon the Premises, except for those required for normal maintenance or damage
      repair. The Premises shall at all times be kept and used in accordance with
      the
      laws of the State of Washington, and in accordance with all directions, rules
      and regulations of the health officer, fire marshal, building inspector, or
      other proper officer of any pertinent and authorized public authority, at the
      sole cost and expense of said Lessee, and Lessee will permit no waste, damage
      or
      injury to the Premises and if damage is caused by Lessee, then Lessee will
      repair the damage at Lessee’s own cost and expense including damage caused by
      the clogging of the drain within the premises.





**8.**  **RULES
      AND REGULATIONS:** Lessee
      and their agents, employees, servants or those claiming under Lessee will at
      all
      times observe, perform and abide by all rules and regulations printed on this
      instrument, or which may be hereafter promulgated by Lessor, all of which it
      is
      covenanted and agreed by the parties hereto shall be and are hereby made part
      of
      this Lease.





**9.**  **SERVICES
      AND UTILITIES:** Lessor
      agrees to furnish to the Premises during reasonable hours of generally
      recognized business days, subject to the rules and regulations of the Building
      of which the Premises are a part, electricity for normal lighting and fractional
      horsepower office machines, heat and air conditioning as required in Lessor’s
      judgment for the comfortable use and occupation of the Premises, and janitorial
      services.


-2-


Lessee
      will not, without written consent of Lessor, use any apparatus or device in
      the
      Premises, including, but without limitation thereto, electronic data processing
      machines, punch card machines, and machines which will in any way increase
      the
      demand for electricity beyond the generally accepted demand for the use of
      the
      Premises as general office space; nor connect with electric current except
      through existing electrical outlets in the Premises, any apparatus or device,
      for the purpose of using electric current. If Lessee shall require water or
      electric current in excess of that usually furnished or supplied for the use
      of
      the Premises as general office space, Lessee shall first procure the written
      consent of Lessor, which Lessor may refuse, to the use thereof the Lessor may
      cause a water meter or electric current meter to be installed in the Premises,
      so as to measure the amount of water and electric current consumed for any
      such
      use. The cost of any such meters and of installation, maintenance and repair
      thereof shall be paid for by the Lessee and Lessee agrees to pay Lessor promptly
      upon demand therefore by Lessor for all such water and electric current consumed
      as shown by said meters, at the rates charged for such services by the local
      public utility furnishing the same, plus any additional expense incurred in
      keeping account of the water and electric current so consumed. If a separate
      meter is not installed, such excess cost for such water and electric current
      will be established by an estimate made by a utility company or electrical
      engineer.





**10.**  **REPLACEMENTS:** Lessee
      will replace at Lessee’s expense, any glass or doors that may be cracked or
      broken on said premises by Lessee, its employees, agents, or invitees with
      glass
      or doors of the same size and quality, with signs thereon, if required, and
      Lessee agrees that at the expiration of the said term or sooner termination
      of
      this Lease, Lessee, without notice, will quit and surrender the said premises
      in
      good order, condition and repair, damage by reasonable wear and the elements
      of
      fire excepted, and deliver all keys to said premises to Lessor.





**11.**  **ACCIDENTS:** All
      personal property on said leased Premises shall be at the risk of Lessee. Lessor
      or Lessor’s agents shall not be liable for any damage, either to person or
      property, sustained by Lessee or others, caused by any defects now in said
      Premises or hereafter occurring therein, or due to the building in which said
      Premises are situate, or any appurtenance thereof, becoming out of repair,
      or
      caused by fire or by bursting or leaking of water, gas, sewer or steam pipes,
      or
      from any act of neglect of employees, co-tenants or other occupants of said
      building, or any other persons, including Lessor or Lessor’s agent, or due to
      the happening of any accident from whatsoever cause in and about said building.
      Lessee agrees to defend and hold Lessor and Lessor’s agents harmless from any
      and all claims for damages suffered in or about the leased Premises by any
      person, firm or corporation. However in the event of property damage to the
      premises caused by Lessor, or Lessor’s employees, the damage will be paid by
      Lessor.





**12.**  **ALTERATIONS:** Lessee
      shall not make any alterations or improvements in, or additions to said Premises
      without first obtaining the written consent of Lessor, and all such alterations,
      additions and improvements shall be at the sole cost and expense of Lessee
      and
      shall become the property of Lessor and shall remain in and be surrendered
      with
      the Premises as a part thereof at the termination of this Lease, without
      disturbance, molestation or injury, unless by prior mutual agreement it may
      be
      removed as personal property.





**13.**  **RESTRICTIONS:** Lessee
      will not use or permit to be used in said Premises anything that may be
      dangerous to life or limb; nor in any manner deface or injure said building
      or
      any part thereof; nor overload any floor or part thereof, nor permit any
      objectionable noise vibrations or odor to escape or to be emitted from said
      Premises, or do anything or permit anything to be done upon said Premises in
      any
      way tending to create a nuisance or to disturb any other tenant or occupant
      of
      any part of said building.


-3-


**14.**  **ACCESS:** Lessee
      will allow and does hereby grant Lessor and/or Lessor’s agents the right of free
      access at all reasonable times to said Premises for the purpose of inspection
      or
      of making repairs, additions or alterations to the Premises or any property
      owned by or under control of the Lessor. When reasonably necessary, Lessor
      may
      temporarily close entrances, doors, corridors, elevators or other facilities
      without liability to Lessee by reason of such closures and without such action
      by Lessor being construed as an eviction of Lessee or as relieving Lessee from
      the duty of observing and performing any of the provisions of this Lease unless
      it last longer than four (4) hours during a business day. Lessor shall have
      the
      right to enter the Premises for the purposes of showing the Premises to
      prospective Lessees within the period of ninety (90) days prior to the
      expiration or sooner termination of the lease term.





**15.**  **ATTORNEYS’
      FEES:** Lessee
      shall pay to Lessor any attorneys’ fees and costs incurred by Lessor if Lessor
      is required to consult with and obtain the services of an attorney in connection
      with the breach of any portion of this Lease by Lessee. In the event of
      litigation between the parties hereto, declaratory or otherwise, in connection
      with or arising out of this Lease, the non-prevailing party shall pay the costs
      thereof and attorneys’ fees actually incurred by the prevailing party, which
      shall be determined and fixed by the court as part of the judgment. Lessor
      and
      Lessee agree that they intend by this paragraph to compensate for attorneys’
fees actually incurred by the prevailing party to the particular attorneys
      involved at such attorneys’ then normal hourly rates and that this paragraph
      shall constitute an instruction to the court that such rate or rates shall
      be
      deemed reasonable.





**16.**  **INSOLVENCY:** If
      the
      Lessee becomes insolvent, makes an assignment for the benefit of creditors,
      or a
      receiver is appointed for the business or property of Lessee, it is optional
      with the Lessor to terminate this Lease, which termination shall reserve unto
      Lessor all of the rights and remedies available under Paragraph 17 hereof,
      and
      Lessor may accept rent from such assignee or receiver without waiving or
      forfeiting said right of termination; that the filing in a court of competent
      jurisdiction of a petition seeking to have Lessee adjudged bankrupt shall
      automatically forfeit and terminate this Lease and Lessee shall immediately
      owe,
      and agrees to pay to Lessor, a lump sum equal to the amount that the rental
      provided for herein exceeds the reasonable rental value of the Premises for
      the
      remainder of the term hereof.





**17.**  **DEFAULT
      AND RE-ENTRY:** If any
      rents above or any part thereof shall be and remain unpaid when the same shall
      become due for a period often (10) days, or if Lessee shall violate or default
      in any of the covenants and agreements herein contained, then the Lessor may
      cancel this Lease upon giving the notice required by law, and re-enter said
      Premises, but not withstanding such re-entry by the Lessor, the liability of
      the
      Lessee for the rent provided for herein shall not be extinguished for the
      balance of the term of this Lease, and Lessee covenants and agrees to make
      good
      to the Lessor any deficiency arising from re-entry and re-letting of the
      Premises at a lesser rental then herein agreed to. The Lessee shall pay such
      deficiency each month as the amount thereof is ascertained by the Lessor. In
      the
      event it becomes reasonably necessary to make any changes, alterations or
      additions to the Premises or any part thereof for the purpose of re-letting
      said
      Premises or any part thereof, Lessee shall also be responsible for such costs
      in
      reletting the Premises, including but not limited to, clean up costs and
      remodeling to return the space to its original state and condition. Lessee
      shall
      also be responsible for commissions and advertising in re-letting the
      premises.


-4-


In
      the
      event of any entry in, or taking possession of, the Premises, Lessor shall
      have
      the right, but not the obligation, to remove from the Premises all personal
      property located therein, and may store the same in any place selected by
      Lessor, including but not limited to a public warehouse, at the expense and
      risk
      of the owners thereof, with the right to sell such stored property, without
      notice to Lessee after it has been stored for a period of thirty (30) days
      or
      more, with the proceeds of such sale to be applied to the costs of such sale
      and
      to the payment of charges for storage and to the payment of any other sums
      of
      money which may then be due from Lessee to Lessor under any of the terms
      thereof.





**18.**  **RISK:** All
      personal property of any kind or description whatsoever in the demised Premises
      shall be at the Lessee’s sole risk and the Lessor shall not be liable for any
      damage done to or loss of such property or damage or loss suffered by the
      business or occupation of the Lessee arising from any acts or neglect of
      co-tenants or other occupants of the building, or of the Lessor or the employees
      of the Lessor or of any other persons or from bursting, overflowing or leaking
      of water, sewer or steam pipes or from the heating or plumbing fixtures or
      from
      electric wires, or from gas, or odors, or caused in any other manner whatsoever
      except in the case of willful neglect on the part of the Lessor.





**19.
      INDEMNIFICATION:** Lessee
      will indemnify and hold harmless Lessor from any claim, liability or suit on
      behalf of any person, persons, corporation and/or firm for any injuries or
      damages occurring in or about the said Premises or on or about the sidewalk,
      stairs or thoroughfares adjacent thereto where said damages or injury was caused
      or partially caused by the ordinary or gross negligence or intentional act
      of
      Lessee and/or by Lessee’s agents, employees, servants, customers or
      clients.





**20.**  **CASUALTY:** In the
      event the leased Premises are destroyed or rendered wholly untenantable by
      fire,
      earthquake or other casualty not caused by the negligence of Lessee, this Lease
      shall terminate from such time except for the purpose of enforcing rights that
      may have then accrued hereunder. The Rent provided for herein shall then be
      accounted for by and between Lessor and Lessee up to the time of such injury
      or
      destruction of the Premises, Lessee paying Rent up to such date and Lessor
      refunding Rent collected beyond such date. Should a portion of the Premises
      thereby be rendered untenantable, the Lessor shall have the option of either
      repairing such injured or damage portion or terminating this Lease. In the
      event
      Lessor exercises its right to repair such untenantable portion, the Rent shall
      abate in the proportion that the injured parts bears to the whole leased
      Premises, and such part so injured shall be restored by the Lessor as speedily
      as practicable, after which the full rent shall recommence and the Lease
      continue according to its terms.





**21.**  **SUBORDINATION:** This
      Lease and all interest and estate of Lessee hereunder is subject to and is
      hereby subordinated to all present and future first mortgages and deeds of
      trust
      affecting the demised Premises of the property of which said Premises are a
      part. The Lessee agrees to execute at no expense to the Lessor, any instrument
      which may be deemed necessary or desirable by the Lessor to further effect
      the
      subordination of this Lease to any such first mortgage or deed of
      trust.





**22.**  **SIGN
      RESTRICTION:** No
      sign,
      picture, advertisement or notice shall be displayed, inscribed, painted or
      affixed to any of the glass or woodwork of the building demised without the
      prior written consent of Lessor, which consent will not be unreasonably
      withheld.


-5-


**23.**  **LOCKS:** New
      locks
      shall be placed upon the entrance to the Premises. Keys will be furnished to
      each door lock. At the termination of the Lease, Lessee shall surrender all
      keys
      to the Premises whether paid for or not In the event that the Lessee fails
      to
      return all keys to the Lessor or his designee, Lessee shall bear all expenses
      associated with the necessary lock changes to the Premises.





**24.**  **WEIGHT
      RESTRICTIONS:** Safes,
      furniture or bulky articles may be moved in or out of said Premises only at
      such
      hours and in such manner as will least inconvenience other tenants, which hours
      and manner shall be at the discretion of Lessor. No safe or other article of
      over 2,000 pounds shall be moved into the Premises without the consent of
      Lessor, and Lessor shall have the right to locate the position of any article
      of
      weight in the Premises as is reasonably necessary.





**25.**  **WAIVER
      OF SUBROGATION:** Notwithstanding anything contained herein to the contrary, in the event of
      loss
      or damage to the building, the leased Premises and/or any contents herein,
      each
      party shall look first to any insurance in its favor before making any claim
      against the other party; and to the extent possible without additional cost,
      each party shall obtain for each policy of such insurance, provisions permitting
      waiver of any claim against the other party for loss or damage within the scope
      of the insurance company, and each party, to such extent permitted for itself
      and its insurers, waives all such insured claims against the other
      party.





**26.
      KEY:** Lessor
      or
      his agent may retain a pass key to said premises to enable him to examine the
      Premises from time to time with reference to any emergency or to the general
      maintenance or repairs of said Premises.





**27.**  **TELEPHONE
      SERVICE:** If
      Lessee desires telephonic or any other electric connection, Lessor will direct
      the electricians as to where and how the wires are to be introduced and without
      Such directions no boring or cuffing for wires or installation thereof will
      be
      permitted.





**28.**  **ADDITIONAL
      RESTRICTIONS:** The
      Premises shall not be used for lodging or sleeping, and no animals or birds
      will
      be allowed in the building without prior written consent of Lessor.





**29.**  **SOLICITORS:** Lessor
      will make an effort to keep solicitors out of the building, and Lessee will
      not
      oppose Lessor in his attempt to accomplish this end.





**30.**  **SERVICE:** In the
      event of any lack of attention on the part of Lessor and any dissatisfaction
      with the service of the building, or any unreasonable annoyance of any kind,
      Lessee is requested to make complaints to the property management office. Lessee
      is further requested to remember that Lessor is as desirous as Lessee that
      a
      high grade service be maintained, and that the Premises be kept in a state
      to
      enable Lessee to transact business with the greatest possible ease and comfort;
      the rules and regulations are not made to unnecessarily restrict Lessee, but
      to
      enable Lessor to operate the building to the best advantage of both parties
      hereto. To this end Lessor shall have the right to waive from time to time
      such
      part or parts of these rules and regulations as in his judgment may not be
      necessary for the proper maintenance of the building or consistent with good
      service, and may from time to time make such further reasonable rules and
      regulations as in his judgment may be needful for the safety, care and
      cleanliness of the Premises and for the preservation of order
      therein.


-6-


**31.**  **BINDING
      EFFECT:** The
      parties hereto further agree with each other that each of the provisions of
      this
      Lease shall extend to and shall, as the cause may require, bind and inure to
      the
      benefit, not only of Lessor and Lessee, but also of their respective heirs,
      legal representatives, successors and assigns. It is also understood and agreed
      that the terms “Lessor” and “Lessee” and verbs and pronouns in the singular
      number are uniformly used throughout this Lease regardless of gender, number
      or
      fact or incorporation of parties hereto. The type-written riders or supplemental
      provisions, if any, attached or added hereto are made a part of this Lease
      by
      reference. It is further mutually agreed that no waiver by Lessor of a breach
      by
      Lessee of any covenant or condition of this Lease shall be constructed to be
      a
      waiver of any succeeding breach of the same or any other covenant or
      condition.





**32.**  **PROPERTY
      TAXES:** Lessee
      shall pay, or cause to be paid, before delinquency, any and all taxes levied
      or
      assessed and which become payable during the term hereof upon all Lessee’s
      leasehold improvements, equipment, furniture, fixtures and personal property
      located upon the Premises, except that which has been paid for by Lessor, and
      is
      the standard of the Building. In the event any or all of the Lessee’s leasehold,
      equipment, furniture, fixtures and personal property shall be assessed and
      taxed
      with the building, Lessee shall pay to the Lessor with a statement in writing
      setting forth the amount of such taxes applicable to Lessee’s
      property.





**33.**  **HOLDING
      OVER:** If
      Lessee should remain in possession of the Lease Premises after the expiration
      of
      the term of this Lease, without the execution by Lessor and Lessee of a new
      Lease, then Lessee shall be deemed to be occupying the Leased Premises as a
      tenant-at-sufferance, subject to all the covenants and obligations of this
      Lease
      and at a daily rental of one and one half (1.5) times the per day rental
      provided hereunder, computed on a basis of a thirty -(30) day
      month.





If
      any
      property not belonging to Lessor remains at the Leased Premises after the
      expiration on the term of this Lease, Lessee hereby authorizes Lessor to make
      such disposition of such property as Lessor may desire without liability for
      compensation or damages to Lessee in the event that such property is the
      property of Lessee. In the event that such property is the property of someone
      other than Lessee, Lessee agrees to indemnify and hold Lessor harmless from
      all
      suits, actions, liability, loss, damages, and expenses in connection with or
      incident to any removal, exercise of dominion over, and /or disposition of
      such
      property by Lessor.





**34.
      PRIOR WRITTEN APPROVAL:** Wherever
      the term “prior written approval” is utilized in this Lease, or wherever the
      consent of Lessor is required, it shall be interpreted to mean that such consent
      or prior written approval shall not be unreasonably withheld.





**35.**  **NO
      REPRESENTATIONS:** Lessor
      has made no representations or promises except as contained herein or in some
      further writings signed by Lessor.





**36.
      QUIET ENJOYMENT.** Lessor
      covenants that if and so long as Lessee pays the rent and performs the covenants
      contained in this Lease, Lessee shall hold and enjoy the Premises peaceable
      and
      quietly, subject to the provisions of this Lease.





**37.**  **DELIVERY
      OF RENT PAYMENTS:** Lessee
      is to deliver monthly lease payments to the on-site property manager’s suite, or
      the Lessor’s designee, unless otherwise directed by the Lessor.


-7-


**38.**  **LIABILITY
      INSURANCE:** Lessee
      shall, at Lessee’s expense, obtain and keep in force during the term of this
      Lease a policy of comprehensive public liability insuring Lessor and Lessee
      against any liability arising out of the ownership, use, occupancy or
      maintenance of the Premises and all areas appurtenant thereto. The limit of
      said
      insurance shall not, however, limit the liability of the Lessee hereunder.
      Such
      policy or policies must either name Lessor as an additional insured or contain
      a
      protective liability endorsement in Lessor’s favor. Lessee may carry said
      insurance under a blanket policy, providing, however, said insurance by Lessee
      shall have a Lessor’s protective liability endorsement attached
      thereto.





If
      Lessee
      shall fail to procure and maintain said insurance, Lessor may, but shall not
      be
      required to, procure and maintain same, but at the expense of the Lessee, with
      any expenses incurred by Lessor in connection therewith being reimbursed to
      the
      Lessor by the Lessee within five (5) days from written demand therefor.
      Insurance required hereunder, shall be in companies rated A+ or AAA or better
      in
“Best’s Insurance Guide.” Lessee shall deliver to Lessor prior to occupancy of
      the Premises copies of policies of liability insurance required herein or a
      certificate or certificates of insurance evidencing the existence and amounts
      of
      such insurance. The combined single limits on such policy or policies shall
      be
      not less than $1,000,000.00. No policy shall be cancelable or subject to
      reduction of coverage unless Lessee obtains prior written approval, to do so,
      from Lessor. Lessor reserves the right from time to time to amend the insurance
      requirements set forth herein, in its sole reasonable discretion, and shall
      provide Lessee with written notice thereof.





**39.**  **RELOCATION:** Lessee
      agrees that Lessor may relocate Lessee to other space in the Building containing
      at least the same amount of Rentable Area as contained in the Leased Premises,
      provided that the costs of relocating Lessee and the costs of altering the
      new
      space making it comparable to the Leased Premises is borne by Lessor, if Lessee
      agrees to said space.





**40.**  **ESTOPPEL
      CERTIFICATES:** Lessee
      shall, from time to time, upon written request of Lessor, execute, acknowledge
      and deliver to Lessor a written statement certifying that this Lease is
      unmodified and in full force and effect (or that the same is in full force
      and
      effect as modified, listing the instruments of modification), that the Rent
      and
      other charges have not been paid more than one month in advance (or if so paid,
      the dates to which paid) and whether or not to the best of Lessee’s knowledge
      Lessor is in default hereunder (and if so, specifying the nature of the
      default), it being intended that any such statement delivered pursuant to this
      paragraph may be relied upon by a prospective purchaser of Lessor’s interest or
      a mortgagee, of Lessor’s interest or assignee of any mortgage upon Lessor’s
      interest or a mortgagee of Lessor’s interest or assignee of any mortgage upon
      Lessor’s interest in the Building. If Lessee shall fail to respond within ten
      (10) business days of receipt by Lessee of a written request by Owner as herein
      provided, Lessee shall be deemed t have given such certificates as above
      provided without modification.





**41.**  **OPERATING EXPENSE ADJUSTMENTS.** For the
      purposes of this paragraph the following terms are defined as
      follows:





**Base
      Year** **:** The
      Calendar year in which this lease term commences is 2006.





**Comparison
      Year** **:** Each
      calendar year of the term after the Base Year.


-8-


**Operating
      Expenses** **:** All
      costs of operation and maintenance, and shall include the following costs by
      way
      of illustration, but not limited to: real property and personal property taxes
      and assessments; gross receipt taxes; water and sewer charges; insurance
      premiums; janitorial services; labor; costs incurred in the management of the
      Building; air conditioning and heating; supplies; materials; equipment; tools;
      and maintenance costs and upkeep of all parking and common areas (‘Operating
      Expenses” shall not include depreciation on the building of which the Premises
      are a part or equipment therein, loan payments, tenant improvements (except
      for
      repairs to tenant improvements), executive salaries or real estate brokers’
commissions).





If
      the
      Operating Expenses paid or incurred by the Lessor for the Comparison Year,
      on
      account of the operation or maintenance of the building of which the Premises
      are a part, are in excess of the Operating Expenses paid or incurred for the
      Base Year (hereafter described as “the increase”), then Lessee shall pay 0.0% of
      the increase. This percentage is that portion of the total rentable area of
      the
      building occupied by the Lessee hereunder. Lessor shall endeavor to give to
      Lessee, on or before the first day of March of each year following the Base
      Year
      (and each respective Comparison Year), a statement of “the increase” payable by
      Lessee hereunder. Failure by Lessor to give such statement by said date shall
      not constitute a waiver by Lessor of its right to require an increase in rent.
      The statement will show an estimate of the projected increase (“the increase”)
      which will be billed as twelve monthly installments, for the Comparison Year,
      and which will be added to the monthly rent. The monthly installments for the
      months prior to delivery of the statement, will be billed as one lump sum,
      and
      set forth in the statement. All remaining monthly installments will be due
      and
      payable with each monthly rental payment.





If,
      at
      the end of the first Comparison Year, “the increase” is determined to be greater
      than the estimated charges previously billed, then this increase shall be billed
      for the subsequent Comparison Year. Conversely if “the increase” is determined
      to be less than the increase previously billed then a credit for this amount
      will be deducted for billings for the subsequent Comparison Year. “The increase”
for all subsequent Comparison Years, will be administered (billed) in the same
      manner as for the first Comparison Year (as described above.) Lessee may review
      Landlord’s operating statements in Landlord’s office.





Even
      though the term has expired and Lessee has vacated the Premises, when the final
      determination is made of Lessee’s share of Operating Expenses for the year in
      which this Lease terminates., Lessee shall immediately be billed, and will
      pay
      to the Lessor any increase due over the estimated expenses paid Conversely
      any
      overpayment made shall be immediately rebated by Lessor to Lessee. In the event
      of an increase, Lessor will have the option of deducting a reasonable sum from
      the Security Deposit to cover the amount of increase. Notwithstanding anything
      contained in this paragraph the rental payable by Lessee shall in no event
      be
      less than the rent specified in paragraph 3 hereinabove.





**42.**  **LEGAL/TAX.** No
      representation or recommendation is made by the real estate broker or its agents
      or employees as to the legal sufficiency, legal effect, or tax consequences
      of
      this Lease or the transactions relating thereto.





**43.**  **EMINENT DOMAIN.** If the
      whole of the Leased Premises is acquired or condemned by eminent domain for
      any
      public or quasi-public use or purpose, then the term of this Lease shall cease
      and terminate as of the date title or possession is transferred in such
      proceeding, which ever shall first occur, and all rentals shall be paid up
      to
      that date and Lessee shall have no claim against Lessor for the value of any
      unexpired term of the Lease.


-9-


If
      any
      part of the leased premises or the property is acquired or condemned by eminent
      domain for any public or quasi-public use or purpose and in the event that
      such
      partial taking or condemnation renders the Leased Premises unsuitable for the
      business of the Lessee, then the term of this Lease shall cease and terminate
      as
      of the date title or possession shall be transferred is such proceeding
      whichever occurs first and Lessee shall have no claim against Lessor for the
      unexpired term of this Lease. In the event of a partial taking or condemnation
      which is not extensive enough to render the premises unsuitable for the business
      of the Lessee then Lessor shall promptly restore the Leased Premises to a
      condition comparable to its condition at the time of such condemnation less
      the
      portion lost in the taking, and this Lease shall continue in full force and
      effect.





In
      the
      event of any condemnation or taking as herein before provided, whether whole
      or
      partial, the Lessee shall not be entitled to any part of the award, as damages
      or otherwise for such condemnation, and Lessor is to receive the full amount
      of
      such award, the Lessee hereby waiving any right of claim to any part
      thereof.





Although
      all damages in the event of any condemnation are to belong to the Lessor whether
      such damages are awarded as compensation for diminution in value of the
      leasehold or to the fee, Lessee shall have the right to claim and recover from
      the condemning authority, but not from the Lessor, such compensation as may
      be
      separately awarded or recoverable by Lessee in its own right on account of
      any
      and all damage to its business for or on account of any cost or loss to which
      Lessee might be put in removing its merchandise, furniture fixtures, leasehold
      improvements and equipment, as well as relocation expenses.





**44.**  **SUBLETTING
      AND ASSIGNMENT.** Lessee
      shall not sublet, assign, or transfer the premises in whole or in part without
      Lessor’s consent which consent shall not be unreasonably withheld. The making of
      any Sublease shall not release Lessee from, or otherwise affect in any manner
      any of the Lessee’s obligations under the Lease Agreement. Any Sublease without
      Lessor’s consent shall be void and shall, at the option of Lessor, terminate
      this Lease. Tenant shall pay Lessor that portion of Subtenant rent which exceeds
      Lessee’s rent for that space.





IN
      WITNESS WHEREOF, the parties hereof have executed this Lease the day and year
      first written above.





ACKNOWLEDGED
                AND AGREED:
            ACKNOWLEDGED
                AND AGREED:LESSOR
            LESSEEFive
                Pilgrims, LLC
            **Trace
                Technologies LLC**





By:
            /s/
                Weldon MacDougall
            
            By:
            /s/
                Maurice ShanleyIts:
            President
            
            Its:
            PresidentDate:
            8/11/06
            
            Date:
            7-26-06


-10-


CORPORATE
      ACKNOWLEDGEMENT





STATE
      OF  Nebraska )


)
      ss.


County
      of  Douglas  )





On
      this
      day personally appeared before me  Maurice
      Shanley  to me
      known to be or proven with satisfactory evidence to be the  President  ** of **Trace
      Technologies, LLC** .
      The
      corporation that executed the foregoing instrument acknowledged to me that
      they
      signed the same as their free and voluntary act and deed for the purposes
      therein mentioned and on oath stated that he is authorized to execute the said
      instrument for said corporation.








Given
      under my hand and official seal this 26th day
      of July ,
      2006.











[NOTARY
                SEAL]
            
            /s/ Nancy
                LindzyResiding
                at Omaha,
                NEMy
                commission
                expires Sept 28,
                2007


-11-


EXHIBIT
      A











THE
      FORUM
      OFFICE BUILDING


12505
      Bellevue-Redmond Road


Bellevue,
      Washington 98005














Legal
      Description:





Beginning
      at the Northeast corner of Lot 4 as recorded in Kietz’ Home Acres, Volume 47,
      Page 83, records of King County, Washington; thence South 0 20’48” West along
      the East line of said Lot 4, 287.29 feet; thence parallel with the North line
      of
      Lot 4 SOUTH 71 56’10” West 182.75 feet; thence North 0 20’48” East 287.29 feet
      to the North line of Lot 4; thence North 71 56’10” East and following along the
      North line of Lot 4, 182.75 feet to the point of beginning, containing 50,000
      square feet.














Roadway
      Easement:





Said
      easement consisting of a strip of land 25 feet in; width lying 12.5 feet on
      each
      side of the following described centerline:





Commencing
      at the Northeast corner of Lot 4 as recorded in Kietz’ Home Acres, Volume 47,
      Page 83, records of King County, Washington; thence South 0 20’48” east 287.29
      feet to the North Line of Lot 4 and terminus of said centerline description;
      extending or shortening exterior margins of said easement to terminate at the
      North line of said Lot 4.


-12-


EXHIBIT
      B





[GRAPHIC
      OF LAYOUT OF OFFICE SPACE]






















Suite
      105


-13-


FORUM
      OFFICE BUILDING RULES AND REGULATIONS





1)  The
      building will be open during normal business hours, Monday through Friday,
      from
      approximately 7:00 AM to 6:30 PM. the building Lessees will open building entry
      doors when they arrive each morning and Lessor will have building entry doors
      locked each evening at approximately 6:30 PM, Monday through Friday. Lessee
      shall be responsible for locking and securing the teased Premises. If Lessee
      enters or leaves the Premises after the building is locked, Lessee shall re-lock
      entry doors in order to maintain security for the building. In the event
      patrons, clients, invitees, etc. visit Lessee, or Lessee’s employees or
      associates, during non-business hours, Lessee will meet the patron, client
      or
      invitee at a specified building entry door, unlock the door and allow the
      person, or persons, access to the Building, relock the entry door and accompany
      the patron, client or invitee to Lessee’s premises, in order to maintain
      security for the Building. Lessee will implement the foregoing procedure in
      reverse when the patron, client or invitee leaves the Building.





2)  Lessee
      shall not erect or install or otherwise utilize signs or other advertising
      or
      decorative matter on the windows, walls and exterior doors, or areas otherwise
      visible from the exterior of the Premises without first submitting its plans
      to
      Lessor and obtaining Lessor’s written approval.





3)  No
      additional locks shall be placed upon any doors of the Premises. Lessor must
      have access to all of the Premises in case of emergency. Lessee, upon the
      termination of the tenancy, shall deliver to the Lessor all keys to the
      Premises.





4)  Lessor
      will not be responsible for loss or damage to any furniture, freight, supplies
      or equipment of any kind brought into or removed from the Building. All damage
      done to the Building by moving or maintaining any of such items shall be
      repaired at the expense of Lessee.


5)  Lessee
      will not use or permit to be used in the Building anything that will increase
      the rate of insurance on the Building or any part thereof; nor anything that
      may
      be dangerous to life or limb; nor in any manner deface or injure the Building
      or
      any part thereof; nor do anything or permit anything to be done upon the
      Premises in any way tending to create a nuisance or to disturb any other tenant
      or occupant of any part of the Building; and Lessee, at Lessee’s expense, will
      comply with all health, fire and police regulations which apply to the
      Premises.





6)  Lessee
      shall not mark, drive nails, screw or drill into woodwork or plaster, or paint
      or in any way deface the Building or any part thereof. The expense of remedying
      any breakage, damage or stoppage resulting from a violation of this rule shall
      be born by Lessee.





7)  No
      smoking is permitted inside the Building.





8)  The
      entrances, corridors and stairways of the Building shall not be obstructed
      by
      Lessee, or used for any other purpose than ingress or egress to and from
      Lessee’s suite.





9)  Lessor
      reserves the right to make such other and further reasonable regulations as
      in
      its judgment may from time to time be needed or desirable for the safety, care
      and cleanliness of the Premises, the Building, the Real Property and the
      preservation of good order therein.




-14-