EXHIBIT
      10.7








**OFFICE
      BUILDING LEASE**





THIS
      LEASE is entered into this  **27** day of **May** , of
      20 **05** ,
      between **SMWK
      LLC** Landlord, and Resilent,
      LLC dba Digilent Defense Tenant.





1.  **PREMISES** .
      Landlord leases to Tenant suite number(s) **200** on
      the **2** **nd** floor of the building known as **Millenium
      Plaza** ,
      located at **15858
      West Dodge Road** (the “Building”) as shown on **Exhibit
      “** **A** **”** (the “Premises”), containing
      approximately 4,000 square feet of area, on the following terms and
      conditions.





2.  **TERM** .
      This lease shall be for a term of **Ten********(10)
      years** ,
      beginning on the **1** **st** day of **August** , **2005** ,
      and ending on the **31** **st** day of **July** , **2015** ,
      unless terminated earlier as provided in this Lease.





If
      for any reason the Premises is delivered to Tenant on any date before or after
      the term commencement date, rental for the period between the date of possession
      and the term commencement date shall be adjusted on a pro rata basis. Such
      earlier or later taking of possession shall not change the termination date
      of
      this Lease. This Lease shall not be void or voidable in the event of a late
      delivery by Landlord. Landlord will deliver space ninety (90) days after permits
      are granted. If Landlord delivers space later than 90 days after permits are
      granted than tenant shall be entitled to half months base rent on the first
      month of occupancy.





3.  **USE
      OF PREMISES** .
      The Premises are leased to Tenant, and are to be used by Tenant, for the
      purposes of Digital Defense’s world wide sales, engineering & research
      laboratories and administrative offices, and for no other purpose. Tenant agrees
      to use the Premises in such a manner as to not interfere with the rights of
      other tenants in the Building, to comply with all applicable governmental laws,
      ordinances, and regulations in connection with its use of the Premises,
      including without limitation all environmental laws, to keep the Premises in
      a
      clean and sanitary condition, and to use all reasonable precaution to prevent
      waste, damage, or injury to the Premises.





4.  **RENT** .





(a)  **Base
      Rent** .
      The total Base Rent under this Lease is **** **Eight
      Hundred One Thousand Two Hundred Twenty** -Two **and
      60/100** Dollars ( **$801,222.60** ) .
      Tenant agrees to pay rent to Landlord at **15858
      West Dodge Road. Suite 300** , **Omaha,
      NE 68118** ,
      or **** at
      any other place Landlord may **** designate
      in writing, in lawful money of the **** United
      States, in monthly **** installments
      in advance, on the first day of each month, as follows:





For
      the period from August 1, 2005 to July 31, 2006, to $5,983.33 per
      month


For
      the period from August 1, 2006 to July 31, 2007, to $5,983.33 **** per
      month


For
      the period from August 1, 2007 to July 31, 2008, to $6,162.83 per
      month


For
      the period from August 1, 2008 to July 31, 2009, to $6,347.71 per
      month


For
      the period from August 1, 2009 to July 31, 2010, to $6,538.14 per
      month


For
      the period from August 1, 2010 to July 31, 2011, to $6,734.28 **** per
      month


For
      the period from August 1, 2011 to July 31, 2012, to $6,936.31 per
      month


For
      the period from August 1, 2012 to July 3!, 2013, to $7,144.40 per
      month


For
      the period from August 1, 2013 to July 31, 2014, to $7,358.73 per
      month


For
      the period from August 1, 2014 to July 31, 2015 *,* to
      $7,579.49 ** per
      month





(b)  **Additional
      Base Rent** .
      Landlord agrees to defer Operating Expenses as set forth in section 4 (d) for
      the first year of the Lease. It is further understood and agreed that the amount
      of this deferral of Operating Expenses currently represents $33,080.00 ($8.27
      x
      4,000 sq. ft. or $33,080.00) for the first year and that interest shall be
      included by the Tenant on the balance due until such time as the deferral has
      been paid in full. Such payment shall begin on the third year and continue
      through the fifth year of the Lease at which time Tenant agrees that any sums
      due from said deferral shall be paid in full.





In
      the third, fourth & fifth years, the deferred Operating Expenses not paid by
      the Tenant shall be due and owing monthly, beginning and running concurrently,
      with the Base Rent payments. The deferred Operating Expenses (taxes, insurance,
      and Common Area Maintenance commonly referred to as triple net expenses) shall
      be as follows: In years three (3), four (4) and five (5) **** of
      the Lease, the above stated deferred Operating Expenses to be paid are $1,169.41
      per month and are due on **** the
      same date as the Base Rent





(c)  **Additional
      Charges** .
      Landlord does hereby assign in consideration of this contract and other valuable
      consideration, two (2) enclosed underground parking stalls in the amount of
      $80.00 per month. Landlord will allow interest charges for the first two (2)
      years of deferred Operating Expenses of the first year of the lease August
      1,
      2005 to July 31, 2006 to be applied to the charges for two (2) underground
      parking stalls immediately referred to in this paragraph. Such assignment of
      charges may be made for the amount of such charges that are due and owing
      at **** the
      beginning of each month. Landlord agrees to provide use of the conference room
      at a price of $150.00 per occurrence.





(d)  **Rent
      Adjustment** .
      In addition to the Base Rent, Tenant shall pay a pro rata share of all the
      Operating Expenses of operating the Building, parking areas, and grounds over
      the annual Operating Expenses for the Base Year as hereinafter defined (“Rent
      Adjustment”). “Operating Expenses” shall mean all costs of maintaining and
      operating the Building, the related parking areas, and grounds, (the ‘Real
      Estate’) including but not limited to the costs of labor, material and supplies
      for maintenance, repair, and such operation, all landscaping, cleaning, and
      other services, all costs of heating, air conditioning, water, sewer, gas,
      electricity, and other utilities, all insurance costs, all taxes and special
      assessments, and management costs, including building superintendents. Operating
      Expenses shall not include property additions and improvements to the Real
      Estate which by generally accepted accounting practice are treated as capital
      items, alterations made for specific tenants, depreciation, debt service on
      long
      term debt, or income taxes paid by the Landlord.




Office
          Building Lease


“Base
      Year” shall mean **** the
      calendar year in which this Lease commences. “Base Year” Operating Expenses are
      estimated to be $8.27 per square foot or $2,756.67. At the end of the year
      Landlord will provide Tenant with an expense statement and will reconcile these
      actual expenses with the paid operation expenses.





“Tenant’s
      pro rata share” shall mean the percentage determined by dividing the square feet
      of the Premises as shown





Paragraph
      1 by the square feet of the Building which at the date hereof is agreed to
      be
      46,043 square feet or 8.69%.





(e)  **Computation
      of Rent Adjustment** .
      Prior to each calendar year commencing after the Base Year Landlord shall
      estimate the amount of Rent Adjustment due for such year and Tenant shall pay
      Landlord one-twelfth of such estimate on the first day of each month during
      such
      year. Such estimate may be revised by Landlord whenever it obtains information
      relevant to making such estimate more accurate. After the end of each such
      calendar year, Landlord shall deliver to Tenant a statement setting forth the
      amount of Rent Adjustment that Tenant has paid and the amount that remains
      payable for such year. Within thirty days after receipt of such statement,
      Tenant shall pay to Landlord the amount of Rent Adjustment due for such calendar
      year, less any payments of Rent Adjustment already made by Tenant for such
      year.
      If Tenant’s payments of estimated Rent Adjustment exceed the amount due Landlord
      for that calendar year, Landlord shall, provided Tenant is not then in default
      under this Lease, apply the excess as a credit against Tenant’s other
      obligations under this Lease or promptly refund such excess to Tenant if the
      term of this Lease has already expired, in either case without interest to
      Tenant.





(f)  **Payment
      of Rent** .
      Tenant agrees to pay the **** Base
      Rent as and when due, together with all adjustments and all other amounts
      required to be paid by Tenant under this Lease. In the event of nonpayment
      of
      any amounts due under this Lease, whether or not designated as rent, Landlord
      shall have all the rights and remedies provided in this Lease or by law for
      failure to pay rent.





(g)  **Late
      Charge** .
      If the Tenant falls to pay the Base Rent together with the Tenant’s share of the
      Operating Expenses and all other amounts required to be paid by Tenant under
      this Lease, on or before the tenth day after such payments are due Tenant agrees
      to pay Landlord a late charge of **$600.00** .





(h)  **Security
      Deposit** .
      As partial consideration for the execution of this Lease, the Tenant has
      delivered to Landlord for Landlord’s use and possession the sum of **** **$5,983.33.00** as
      a Security Deposit. The Security Deposit will be returned to Tenant at the
      expiration of this Lease if Tenant has fully complied with all covenants and
      conditions of this Lease.





5.  **SERVICES** .
      Landlord shall furnish **nothing** to
      the Premises during normal business hours, and at such other times as Landlord
      may deem necessary or desirable, in the manner customary to the Building.
      Landlord shall have the right to discontinue any service during any period
      for
      which rent is not promptly paid by Tenant.





Landlord
      shall not be liable for damages, nor shall the rental be abated, for failure
      to
      furnish, or delay in furnishing, any service when failure to furnish, or delay
      in furnishing, is occasioned in whole or in part by needful repairs, renewals,
      or improvements, or by any strike or labor controversy, or by any accident
      or
      casualty whatsoever, or by any unauthorized act or default of any employee
      of
      Landlord, or for any other cause or causes beyond the control of Landlord.
      Electricity furnished under the Lease is for the normal operation of a business
      office only, and Landlord shall be entitled to make additional charges for
      excess electricity requirements, such as non-standard computers, other special
      business machines and those that require greater than a standard 1l0v duplex
      outlet.





6.  **ASSIGNMENT
      OR SUBLEASE** .
      Tenant shall not assign this Lease or sublet the whole or any part of the
      Premises, transfer this Lease by operation of law or otherwise, or permit any
      other person except agents and employees of Tenant to occupy the Premises,
      or
      any part thereof, without the prior written consent of Landlord, which consent
      may be withheld or conditioned at Landlord’s sole discretion. Landlord may
      consider a request and may consider any factor it deems relevant in determining
      whether **** to
      withhold consent including, but not limited to, the following: (a) financial
      responsibility of the new tenant, (b) identity and business character of the
      new
      tenant, (c) nature and legality of the proposed use of the Premises. Landlord
      shall have the right to assign its interest under this Lease or the rent
      hereunder. **Tenant
      shall, with any**  **request
      for Landlord’s consent on an assignment or sublease, pay to Landlord a fee in
      the sum of Five Hundred and no/100 Dollars ($500.00) for review and processing
      of such request and Landlord shall not be obligated to review such request
      prior
      to Landlord’s receipt of such fee.**





7.  **TENANT’S
      IMPROVEMENTS** .
      Tenant shall have the right to place partitions and fixtures and make
      improvements or other alterations in the interior of the Premises at its own
      expense. Prior to commencing any such work, Tenant shall first obtain the
      written consent of Landlord for the proposed work. Landlord may, as a condition
      to its consent, require that the work be done by Landlord’s own employees and/or
      under Landlord’s supervision or through another contractor so long as Landlord
      approves contractor, but at the expense of Tenant, and that Tenant give
      sufficient security that the Premises will be completed free and clear of liens
      and in a manner satisfactory to Landlord. Upon termination of this Lease, at
      Landlord’s option, Tenant will repair and restore the Premises to its former
      condition, at Tenant’s expense, or any such improvements, additions, or
      alterations installed or made by Tenant, except Tenant’s trade fixtures, shall
      become part of the Premises and the property of the Landlord. Tenant may remove
      its trade fixtures at the termination of this Lease provided Tenant is not
      then
      in default and provided further that Tenant repairs any damage caused by such
      removal. Landlord
      agrees to provide $l20.000.00 of building allowances for said
      space .





8.  **REPAIRS** .
      Landlord agrees to make all necessary repairs to the exterior walls, exterior
      doors, windows, and corridors of the Building and to keep the Building in a
      clean, neat, and attractive condition. Landlord agrees to maintain the Building
      equipment and mechanical systems in good repair, but Landlord shall not be
      liable or responsible to Tenant for breakdowns or temporary interruptions in
      service.


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Tenant
      agrees that it will make all repairs and replacements to the Premises not
      required to be made by Landlord, to do all redecorating, remodeling,
      alterations, and painting required by it during the term of the Lease at its
      own
      cost and expense, to pay for any repairs to the Premises or the Real Estate
      made
      necessary by any negligence or carelessness of Tenant or any of its agents
      or
      employees or persons permitted on the Building by Tenant, and to maintain the
      Premises in a safe, clean, neat, and sanitary condition. Tenant shall be
      entitled to no compensation for inconvenience, injury, or loss of business
      arising from the making of any repairs by Landlord, Tenant, or other tenants
      to
      the Premises or the Building. In the event plumbing is or has been installed
      in
      the Premises, Tenant is responsible for the repair and maintenance of the
      plumbing system to the point where Tenant’s system connects with Landlord’s
      system. At the sole discretion of Landlord, Tenant may be required to install
      a
      meter to measure such water consumption. Tenant shall have proper insurance
      that
      insures their property and the property of others destroyed by water
      damage.





9.  **CONDITION
      OF PREMISES** .
      Except as provided herein, Tenant agrees that no promises, representations,
      statements, or warranties have been made on behalf of Landlord to Tenant
      respecting the condition of the Premises, or the manner of operating the
      Building, or the making of any repairs to the Premises. By taking possession
      of
      the Premises, Tenant acknowledges that the Premises were in good and
      satisfactory condition when possession was taken. Tenant shall, at the
      termination of this Lease, by lapse of time or otherwise, remove all of Tenant’s
      property and surrender the Premises to Landlord in as good condition as when
      Tenant took possession, normal wear excepted.





10.  **PERSONAL
      PROPERTY AT RISK OF TENANT** .
      All personal property in the Premises shall be at the risk of Tenant
      only.


“EXCEPT
      AS THE SAME MAY BE THE RESULT OF THE NEGLIGENCE OF LANDLORD, ITS EMPLOYEES
      OR
      AGENTS


Landlord
      shall not be liable^ for any damage to any property of Tenant or its agents
      or
      employees in the Premises caused by any reason whatsoever, including, without
      limitation, fire, theft, steam, electricity, sewage, gas or odors, or from
      water, rain, or snow which may leak into, issue or flow into the Premises from
      any part of the Building, or from any other place, or for any damage done to
      Tenant’s property in moving same to or from the Building or the Premises. Tenant
      shall give Landlord, or its agents, prompt written notice of any damage to
      or
      defects in water pipes, gas or warming or cooling apparatus in the
      Premises.





11.  **LANDLORD’S
      RESERVED RIGHTS** .
      Without notice to Tenant, without liability to Tenant for damage or injury
      to
      property, person, or business, and without effecting an eviction of Tenant
      or a
      disturbance of Tenant’s use or possession or giving rise to any claim for set
      off or abatement of rent, Landlord shall have the right to:




(a)
              Change
                  the name or Street address of the Building, Landlord must give
                  tenant six
                  (6) months notice of change of name or address.(b)
              Install
                  and maintain signs on the Building.(c)
              Have
                  access to all mall chutes according to the rules of the United
                  States Post
                  Office Department.(d)
              At
                  reasonable times, to decorate, and to make, at its own expense,
                  repairs,
                  alterations, additions, and improvements, structural or otherwise,
                  in or
                  to the Premises, the Building, or part thereof, and any adjacent
                  building,
                  land, street, or alley, and during such operations to take into
                  and
                  through the Premises or any part of the Building all materials
                  required,
                  and to temporarily close or suspend operation of entrances, doors,
                  corridors, elevators, or other facilities to do so.(e)
              Possess
                  passkeys to the Premises.(f)
              Show
                  the Premises to prospective tenants at reasonable
                  times.(g)
              Take
                  any and all reasonable measures, including inspections or the making
                  of
                  repairs, alterations, and additions and improvements to the Premises
                  or to
                  the Building, which Landlord deems necessary or desirable for the
                  safety,
                  protection, operation, or preservation of the Premises or the
                  Building.(h)
              Approve
                  all sources furnishing signs, painting, and/or lettering to the
                  Premises,
                  and approve all signs on the Premises prior to installation thereof
                  which
                  approval may be withheld or conditioned in Landlord’s sole
                  discretion.(i)
              Establish
                  rules and regulations for the safety, care, order, operation, appearance,
                  and cleanliness of the Building and to make modifications
                  thereto.(j)
              Landlord
                  warrants that the use of computer laboratory work of this tenant,
                  digital
                  defense is within provision 11 of this
                  contract





12.  **INSURANCE** .
      Tenant shall not use or occupy the Premises or any part thereof in any manner
      which could invalidate any policies of insurance now or hereafter placed on
      the
      Building or increase the risks covered by insurance on the Building or
      necessitate additional insurance premiums or policies of insurance, even if
      such
      use may be in furtherance of Tenant’s business purposes. In the event any
      policies of insurance are invalidated by acts or omissions of Tenant, Landlord
      shall have the right to terminate this Lease or, at Landlord’s option, to charge
      Tenant for extra insurance premiums required on the Building on account of
      the
      increased risk caused by Tenant’s use and occupancy of the Premises. Each party
      hereby waives all claims for recovery from the other for any loss or damage
      to
      any of its property insured under valid and collectible insurance policies
      to
      the extent of any recovery collectible under such policies; provided that this
      waiver shall apply only when permitted by the applicable policy of
      insurance.





13.  **INDEMNITY** .
      Tenant shall indemnify, hold harmless, and defend Landlord from and against,
      and
      Landlord shall not be liable to Tenant on account of, any and all costs,
      expenses, liabilities, losses, damages, suits, actions, fines, penalties,
      demands, or claims of any kind, including reasonable attorney’s fees, asserted
      by or on behalf of any person, entity, or governmental authority arising out
      of
      or in any way connected with either (a) a failure by Tenant to perform any
      of
      the agreements, terms, or conditions of this Lease required to be performed
      by
      Tenant; (b) a failure by Tenant to comply with any laws, statutes, ordinances,
      regulations, or orders of any governmental authority; or (c) any accident,
      death, or personal injury, or damage to, or loss or theft of property which
      shall occur on or about the Premises, or the Building, except as the same may
      be
      the result of the negligence of Landlord, its employees, or agents. Landlord
      does not assume the negligence of the tenant or damages flowing there from.
      Landlord is solely responsible for Landlord’s own negligence and damages flowing
      there from.


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14. LIABILITY
      INSURANCE .
      Tenant agrees to procure and maintain continuously during the entire term of
      this Lease, a policy or policies of commercial general liability insurance
      from
      a company or companies acceptable to Landlord, at Tenant’s own cost and expense,
      insuring Landlord and Tenant from all claims, demands or actions; such policy
      or
      policies shall in addition to insuring Tenant protect and name the Landlord
      ( **SMWK
      LLC** ),
      as additional insured, and shall provide coverage in a combined single limit
      per
      occurrence of at least **$2,000,000** for claims, demands or actions for bodily injury, death or property damage
      made
      by or on behalf of any person or persons, firm or corporation arising from,
      related to, or connected with the conduct and operation of Tenant’s business in
      the Premises, or arising out of and connected with the use and occupancy of
      the
      Real Estate by the Tenant. All such insurance shall provide that Landlord shall
      be given a minimum of ten (10) days notice by the insurance company prior to
      cancellation, termination or change of such insurance. Tenant shall provide
      Landlord with copies of the policies or certificates evidencing that such
      insurance in full force and effect and stating the term and provisions thereof.
      If Tenant falls to comply with such requirements for insurance, Landlord may,
      but shall not be obligated to, obtain such insurance and keep the same in
      effect, and Tenant agrees to pay Landlord, upon demand, the premium cost
      thereof.





15.  **DAMAGE
      BY FIRE OR OTHER CASUALTY** .
      If, during the term of this Lease, the Premises shall be so damaged by fire
      or
      any other cause except Tenant’s negligent or intentional act so as
      to **** render
      the Premises untenantable, the rent shall be abated while the Premises remain
      untenantable; and in the event of such damage, Landlord shall elect whether
      to
      repair the Premises or to cancel this Lease, and shall notify Tenant in writing
      of its election within sixty (60) days after such damage. In the event Landlord
      elects to repair the Premises, the work or repair shall begin promptly and
      shall
      be carried on without unnecessary delay. In the event Landlord elects not to
      repair the Premises, the Lease shall be deemed canceled as of the date of the
      damage. Such damage shall not extend the Lease term.





16.  **CONDEMNATION** .
      If the whole or any part of the Premises shall be taken by public authority
      under the power of eminent domain, then the term of this Lease shall cease
      on
      that portion of the Premises so taken, from the date of possession, and the
      rent
      shall be paid to that date, with a proportionate refund by Landlord to Tenant
      of
      such rent as may have been paid by Tenant in advance. If the portion of the
      Premises taken is such that it prevents the practical use of the Premises for
      Tenant’s purposes, then Tenant shall have the right either (a) to terminate this
      Lease by giving written notice of such termination to Landlord not later than
      thirty (30) days after the taking, or (b) to continue in possession of the
      remainder of the Premises, except that the rent shall be reduced in proportion
      to the area of the Premises taken. In the event of any taking or condemnation
      of
      the Premises, in whole or in part, the entire resulting award of damages shall
      be the exclusive property of Landlord, including all damages awarded as
      compensation for diminution in value to the leasehold, without any deduction
      for
      the value of any unexpired term of this Lease, or for any other estate or
      interest in the Premises now or hereafter vested in Tenant.





17.  **DEFAULT
      OR**  **BREACH** **.** Each
      of the following events shall constitute a default or a breach of this Lease
      by
      Tenant, if Tenant is in default of lease Landlord must give Tenant ten (10)
      days
      written notice of such default:





(a)  If
      Tenant fails to pay Landlord any rent or other payments when due
      hereunder;





(b)  If
      Tenant vacates or abandons the Premises;





(c)  If
      Tenant files a petition in bankruptcy or insolvency or for reorganization under
      any bankruptcy act, or voluntarily takes advantage of any such act by answer
      or
      otherwise, or makes an assignment for the benefit of creditors;





(d)  If
      involuntary proceedings under any bankruptcy or insolvency act shall be
      instituted against Tenant, or if a receiver or trustee shall be appointed of
      all
      or substantially all of the property of Tenant, and such proceedings shall
      not
      be dismissed or the receivership or trusteeship vacated within thirty (30)
      days
      after the institution or appointment; or





(e)  If
      Tenant falls to perform or comply with any other term or condition of this
      Lease, or any of the rules and regulations established by Landlord, and if
      such
      nonperformance shall continue for a period of ten (10) days after notice thereof
      by Landlord to Tenant, time being of the essence.





18.  **EFFECT
      OF DEFAULT** **.** In
      the event of any default or breach hereunder, in addition to any other right
      or
      remedy available to Landlord, either at law or in equity, Landlord may exert
      any
      one or more of the following rights:





(a)  Landlord
      may re-enter the Premises immediately and remove the property and personnel
      of
      Tenant, and shall have the right, but not the obligation, to store such property
      in a public warehouse or at a place selected by Landlord, at the risk and
      expense of Tenant, Landlord must give notice to Tenant ten (10) days prior
      to
      removal of property and personnel.





(b)  Landlord
      may retake the Premises and may terminate this Lease by giving written notice
      of
      termination to Tenant. Without such notice, Landlord’s retaking will not
      terminate the Lease. On termination, Landlord may recover from Tenant all
      damages proximately resulting from the breach, including the cost of recovering
      the Premises and the difference between the rent due for the balance of the
      Lease term as though the Lease had not been terminated, and the fair market
      rental value of the Premises, which sum shall be immediately due Landlord from
      Tenant.





(c)  Landlord
      may relet the Premises or any part thereof for any term without terminating
      this
      Lease, at such rent and on such terms as it may, choose. Landlord may make
      alterations and repairs to the Premises. In addition to Tenant’s liability to
      Landlord for breach of this Lease, Tenant
      shall be liable for all expenses of the reletting, for any alterations and
      repairs made for the rent due for the balance of the Lease term, which sum shall be
      immediately due Landlord from Tenant. The amount due Landlord will be reduced
      by
      the net rent received by Landlord during the remaining term of this Lease from
      reletting the Premises, r any part thereof. If during the remaining term of
      this
      Lease Landlord receives more than the amount due Landlord under this
      sub-paragraph, the Landlord shall pay such excess to Tenant, but only to the
      extent Tenant has actually made payment pursuant to this
      sub-paragraph.




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19.  **SURRENDER-HOLDING
      OVER** .
      Tenant shall, upon termination of this Lease, whether by lapse of time or
      otherwise, peaceably and promptly surrender the Premises to Landlord. If Tenant
      remains in possession after the termination of this Lease, without a written
      lease duly executed by the parties, Tenant shall be deemed a trespasser. If
      Tenant pays, and Landlord accepts, rent for a period after termination of this
      Lease, Tenant shall be deemed to be occupying the Premises only as a tenant
      from
      month to month, subject to all the terms, conditions, and agreements of this
      Lease, except that the rent shall be 150% times the monthly rent specified
      in
      the lease immediately before termination.





20.  **SUBORDINATION
      AND ATTORNMENT** .
      Landlord reserves the right to place liens and encumbrances on the Premises
      superior in lien and effect to this Lease. This Lease, and all rights of Tenant
      hereunder, shall, at the option of Landlord, be subject and subordinate to
      any
      liens and encumbrances now or hereafter imposed by Landlord upon the Premises
      or
      the Building or any part thereof, and Tenant agrees to execute, acknowledge,
      and
      deliver to Landlord, upon request, any and all instruments that may be necessary
      or proper to subordinate this Lease and all rights herein to any such lien
      or
      encumbrance as may be required by Landlord.





In
      the event any proceedings are brought for the foreclosure of any mortgage on
      the
      Premises, Tenant will attorn to the purchaser at the foreclosure sale and
      recognize such purchaser as the Landlord under this Lease. The purchaser, by
      virtue of such foreclosure, shall be deemed to have assumed, as substitute
      Landlord, the terms and conditions of this Lease until the resale or other
      disposition of its interest. Such assumption, however, shall not be deemed
      in
      acknowledgment by the purchaser of the validity of any then existing claims
      of
      Tenant against the prior Landlord.





Tenant
      agrees to execute and deliver such further assurances and other documents,
      including a new lease upon the same terms and conditions contained herein,
      confirming the foregoing, as such purchaser may reasonably request. Tenant
      waives any right of election to terminate this Lease because of any such
      foreclosure proceedings.





21.  **NOTICES** .
      Any notice or demands given hereunder shall be in writing and personally
      delivered or sent by first class mail postage prepaid to Landlord at **15858
      West Dodge Road, Suite 300, Omaha, NE 68118** and also to Tenant at **15858
      West Dodge Road. Suite 200. Omaha, NE 68118** or
      at such other address as either party may from time to time designate in
      writing. Each such notice shall be deemed to have been given at the time it
      shall be personally delivered to such address or deposited in the United States
      mail in the manner prescribed herein.





22.  **COMPLIANCE
      WITH ADA** **.** Tenant
      shall be responsible for all costs of complying with the Americans with
      Disabilities Act (ADA) and all similar laws and regulations within the Premises,
      including the removal of barriers which do not necessitate the removal or
      modification of load-bearing walls.





23.  **SUBSTITUTION
      OF OTHER PREMISES** .
      Landlord may upon thirty days notice to Tenant substitute for the Premises
      other
      premises in the Building (the “New Premises”), provided that the New Premises
      shall be reasonably usable for Tenant’s business hereunder; and, if Tenant is
      already in occupancy of the Premises, then in addition Landlord shall pay the
      reasonable expenses of moving Tenant from the Premises to the New Premises
      and
      for improving the New Premises so that they are substantially similar to the
      Premises. This section only applies to forces of nature that may leave tenants
      suite in a condition that makes it unable to conduct business.





24.  **MISCELLANEOUS** .





(a)  **Binding
      on Assigns** .
      All terms, conditions, and agreements of this Lease shall be binding upon,
      apply, and inure to the benefit of the parties hereto and their respective
      heirs, representatives, successors, and permitted assigns.





(b)  **Amendment
      in Writing** .
      This Lease contains the entire agreement between the parties and may be amended
      only by subsequent written agreement.





(c)  **Waiver
      - None** .
      The failure of **** Landlord
      to insist upon strict performance of any of the **** terms,
      conditions and agreements of this Lease shall not be deemed a waiver of any
      of
      its rights or remedies hereunder and shall not be deemed a waiver of any
      subsequent breach or default of any of such terms, conditions, and agreements.
      The doing of anything by Landlord which Landlord is not obligated to do
      hereunder shall not impose any future obligation on Landlord nor otherwise
      amend
      any provisions of this Lease.





(d)  **No
      Surrender** .
      No surrender of the Premises by Tenant shall be effected by Landlord’s
      acceptance of the keys to the Premises or of the rent due hereunder, or by
      any
      other means whatsoever, without Landlord’s written acknowledgment that such
      acceptance constitutes a surrender.





(e)  **Captions** .
      The captions of the various paragraphs in this Lease are for convenience only
      and do no define, limit, describe, or construe the contents of such
      paragraphs.





(f)  **Applicable
      Law** .
      This Lease shall be governed by and construed in accordance with the laws of
      the
      State of Nebraska.





(g)  **Partial
      Invalidity** .
      If any provision of this Lease is invalid or unenforceable to any extent, then
      that provision and the remainder of this Lease shall continue in effect and
      be
      enforceable to the fullest extent permitted by law.





25.  **BROKERS** .
      The brokers involved in this transaction are:


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          Building Lease
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          5


**x** Agent
      for **Fred Scott of Coldwell Banker Commercial World Group**


Landlord /s/
      Fred
      Scott




















**OTHER**  **PROVISIONS.**








Any
      additional provisions of this Lease shall be in writing and attached as an
      addendum hereto.





Until
      this Lease is executed on behalf of all parties hereto, it shall be construed
      as
      an offer to lease by Tenant to Landlord.



















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




S.
                  Anthony Siahpush
              
              
              Resilent,
                  LLCSMWK
                  Properties, LLC
              
              Resilent,
                  LLCLANDLORD
              
              
              TENANTBY:
              /s/
                  S. Anthony Siahpush
              
              BY:
              /s/
                  Michael J. WeaverPRINT/TYPE
                  NAME:
              S.
                  Anthony Siahpush
              
              PRINT/TYPE
                  NAME:
              Michael
                  J. WeaverITS:
              President
              
              ITS:
              CFO








STATE
      OF NEBRASKA  )


)ss.


COUNTY
      OF DOUGLAS  )





The
      foregoing instrument was acknowledged by Mike Weaver before me this 3rd day
      of June ,
      200 5 .








[SEAL]   /s/
      Sarah K.
      Grieb


Notary
      Public





My
      commission expires: April
      1, 2009





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          Building Lease
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          6


**PERSONAL
      GUARANTEE**





The
      undersigned hereby absolutely and unconditionally guarantee unto the Landlord
      the payment of the rent and the performance of all of the covenants under the
      Lease and all renewals and extensions thereof by the Tenant and hereby waive
      notice of any default under the Lease and agree that this liability shall not
      be
      released or affected by an extension of time for payment, by any forbearance
      by
      the Landlord, or by any assignment or modification of this lease.





Dated
      this 27 day of May ,
      2005.








BY:
              /s/
                  Steve Campisi
              
              BY:Steve
                  CampisiName
              
              
              Name21050
                  Rawhide RdStreet
                  Address
              
              
              Street
                  AddressElkhorn,
                  NE 68022City,
                  State, Zip
              
              
              City,
                  State, Zip










STATE
      OF NEBRASKA  )


)ss.


COUNTY
      OF DOUGLAS  )





The
      foregoing instrument was acknowledged by Mike Weaver before me this 3rd day
      of June ,
      2005 .








[SEAL]   /s/
      Sarah K.
      Grieb


Notary
      Public





My
      commission expires: April
      1, 2009







Office
            Building Lease
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            7





**RULES
      AND REGULATIONS**





A.  The
      entrances, corridors, passages, stairways and elevators shall be under the
      exclusive control of the Landlord and shall not be obstructed, or used by the
      Tenant for any other purpose than ingress and egress to and from the Premises;
      and the Landlord shall have the right to control ingress and egress to and
      from
      the Building at all times.





B.  Safes,
      furniture, boxes or other bulky articles shall be carried by the freight
      elevator, or by the stairways, or through the windows of the Building, in such
      a
      manner and at such hours as may be directed by the Landlord. Safes and other
      heavy articles shall be placed by the Tenant in such places only as may be
      first
      specified in writing by the Landlord.





C.  The
      Tenant, shall not place nor permit to be placed any signs, advertisements or
      notices in or upon any part of the Building, and shall not place merchandise
      or
      show-cases in front of the Building, without the Landlord’s written consent,
      which consent may be withheld or conditioned in Landlord’s sole
      discretion.





D.  The
      Tenant shall not put up nor operate any engine, boiler, dynamo, or machinery
      of
      any kind, nor carry on any mechanical business in said Premises nor place any
      explosive therein, nor use any kerosene or oils or burning fluids in the
      Premises without first obtaining the written consent of the
      Landlord.





E.  If
      the Tenant desires telegraphic or telephonic connections, the Landlord will
      direct the electricians as to where and how the wires are to be introduced,
      and
      without such written directions no boring or cutting for wires will be
      permitted.





F.  No
      person or persona shall be employed by the Tenant for the purpose of cleaning
      or
      of taking care of the Premises without the written consent of the Landlord.
      Any
      person or persons so employed by the Tenant must be subject to and under the
      control and direction of the Landlord.





G.  The
      Landlord shall have the right to exclude or eject from the Building, animals
      of
      every kind, except guide dogs, bicycles, or any other wheeled vehicle except
      wheelchairs, and all canvassers and other persons who conduct themselves in
      such
      a manner as to be, in the judgment of the Landlord, an annoyance to the tenants
      or a detriment to the Building.





H.  No
      additional locks shall be placed upon any doors of the Premises without first
      obtaining the written consent of the Landlord and the Tenant will not permit
      any
      duplicate keys to be made. If more than two keys for any door are desired,
      the
      additional number shall be paid for by the Tenant. Upon termination of this
      lease the Tenant shall surrender all keys of said Premises and of the Building,
      and shall give to the Landlord the combination of all locks on any vaults and
      safes.





I.  The
      Tenant shall not allow any curtains, filing cases nor other articles to be
      placed against or near the glass in the partitions between the Premises and
      the
      corridors of the Building, without first obtaining the written consent of the
      Landlord.





J.  The
      Landlord shall have the right to make such other and further reasonable rules
      and regulations as, in the judgment of the Landlord, may from time to time
      be
      needed for the safety, care and cleanliness and general appearance of the
      Premises and for the preservation of good order therein.





K.  Smoking
      is prohibited in all areas of the Building, including the Premises, except
      that
      Landlord may, in its sole discretion, designate one or more areas within the
      Building where smoking may be permitted.










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