**Exhibit
      10.24**




**LEASE
      AGREEMENT**





THIS
      LEASE AGREEMENT (this “Lease”) is entered into as of the ______ day of November,
      2005, between JORDAN COMMONS FUNDING, L.L.C., a Utah limited liability company,
      as Landlord, and Q Comm International, Inc., a Utah corporation, as
      Tenant.


**PART
      I**


**SUMMARY
      OF BASIC LEASE INFORMATION**


Each
      reference in this Summary of Basic Lease Information to the Lease Provisions
      contained in PART II shall be construed to incorporate all the terms provided
      in
      said Lease Provisions, and reference in the Lease Provisions to the Summary
      contained in this PART I shall be construed to incorporate the provisions of
      this Summary. In the event of any conflict between the provisions of this
      Summary and the provisions in the balance of the Lease, the latter shall
      control. The basic terms of this Lease are as follows:


**A.**
            **PREMISES
                (Lease Provisions. Paragraph
                2):**


1. Premises
      Location: Approximately 2,493 useable square feet, 2,942 rentable square feet.
      Said Premises located on the eighth floor of the Building as outlined on the
      floor plan attached to this Lease as Exhibit “B”, the street address of which is
      9350 South 150 East, Sandy, Utah 84070 as constructed on the Land which is
      further described on Exhibit “E” hereto.


2. Number
      of
      Approximate Square Feet of Rentable Area in the Building: Approximately two
      hundred forty-one thousand nine hundred fifty-eight and ninety-four one
      hundredths (241,958.94) square feet.




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**B.**
            **LEASE
                TERM (Lease Provisions, Paragraph
                3):**


1. Duration:
      39 months.


2. Lease
      Commencement Date (Lease Provisions, Paragraph 6.3): shall commence on December
      1, 2005 ("Commencement Date").


3. Lease
      Expiration Date (Lease Provisions, Paragraph 3): February 28, 2009, at 5:00
      p.m., unless earlier terminated as provided in this Lease.


**C.**
            **BASE
                RENT (Lease Provisions, Paragraph 5.1):**


The
      initial monthly Base Rent for the Premises shall be $21.50. Effective as of
      the
      sixteenth and twenty-eighth months the monthly Base Rent shall increase by
      Fifty
      Cents ($0.50). No Rent will be charged for the first, second and fifteenth
      months.


The
      monthly Base Rent shall, therefore, be the following during the
      Term:


Lease
                  Year
              Month
                  #
              Month
              Rate
              Monthly
                  Base Rent
              Annual
                  Base Rent2005
              1
              Dec
              0.00
              0.00
              02006
              2
              Jan
              0.00
              0.00
              57,981.923
              Feb
              21.50
              5,271.084
              Mar
              21.50
              5,271.085
              Apr
              21.50
              5,271.086
              May
              21.50
              5,271.087
              Jun
              21.50
              5,271.088
              Jul
              21.50
              5,271.089
              Aug
              21.50
              5,271.0810
              Sep
              21.50
              5,271.0811
              Oct
              21.50
              5,271.0812
              Nov
              21.50
              5,271.0813
              Dec
              21.50
              5,271.082007
              14
              Jan
              21.50
              5,271.08
              59,207.7515
              Feb
              0.00
              0.0016
              Mar
              22.00
              5,393.6717
              Apr
              22.00
              5,393.6718
              May
              22.00
              5,393.6719
              Jun
              22.00
              5,393.67
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  20
              Jul
              22.00
              5,393.6721
              Aug
              22.00
              5,393.6722
              Sep
              22.00
              5,393.6723
              Oct
              22.00
              5,393.6724
              Nov
              22.00
              5,393.6725
              Dec
              22.00
              5,393.672008
              26
              Jan
              22.00
              5,393.67
              66,072.4227
              Feb
              22.00
              5,516.2528
              Mar
              22.50
              5,516.2529
              Apr
              22.50
              5,516.2530
              May
              22.50
              5,516.2531
              Jun
              22.50
              5,516.2532
              Jul
              22.50
              5,516.2533
              Aug
              22.50
              5,516.2534
              Sep
              22.50
              5,516.2535
              Oct
              22.50
              5,516.2536
              Nov
              22.50
              5,516.2537
              Dec
              22.50
              5,516.252009
              38
              Jan
              22.50
              5,516.25
              11,032.5039
              Feb
              22.50
              5,516.25


**D.**
            **ADDITIONAL
                RENT (Lease Provisions, Paragraph
                5.3):**


1. Base
      Year
      (Lease Provisions, subparagraph 5.3.1(a)): The Fiscal Year commencing January
      1,
      2006 (with Operating Expenses for 2006 being annualized); provided, however,
      that real property taxes levied on the Building and Parking Facility included
      in
      the Operating Expenses applicable to the Base Year shall be determined as
      provided in subparagraph 5.3.2(a) of the Lease.


2. Tenant’s
      Share (Lease Provisions, subparagraph 5.3.1(b)): Tenant’s Share for Tenant’s
      payment of Operating Expenses means One and Twenty-two Hundredths percent
      (1.22%).




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**E.**
            **SECURITY
                DEPOSIT (Glossary of Defined
                Terms):**





Means
      Ten
      Thousand Seven Hundred Eighty-seven Dollars and Thirty-three Cents ($10,787.33)
      which equals the last month’s Base Rent together with the first rent-paying
      month’s Base Rent, payable hereunder.


**F.**
            **PARKING:
                (Lease Provisions, Paragraph
                5.5):**


Tenant
      shall, throughout the Term, have available from Landlord the non-exclusive
      right
      to use at no additional cost up to a total of five (5) unassigned automobile
      parking spaces per one thousand (1,000) square feet of useable area in the
      Premises.


**G.**
            **ADDRESSES
                FOR NOTICES (Lease Provisions, Paragraph
                27.7):**


1.
            Tenant’s
                Address:


(a)
            Before
                Lease Commencement Date:




510
      East
      Technology Way


Building
      C


Orem,
      Utah 84097





(b)
            After
                Lease Commencement Date:




9350
      South 150 East, Suite 840


Sandy,
      Utah 84070





2.
            Landlord’s
                Address:


(a)
            Before
                and After Lease Commencement Date:




9350
      South 150 East, Suite 1000


Sandy,
      Utah 84070




3.
            Address
                of Landlord’s Lender or Mortgagee:




Bank
      of
      America, N.A


Capital
      Market Servicing Group


9000
      West
      Trade Street, Suite 650


NC1-026-06-01
 Charlotte,
        North Carolina 28255
 Attention:
        Servicing Manager




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**H.**
            **TENANT
                IMPROVEMENT ALLOWANCE AND SPACE
                PLAN:**


1. Space
      Plan Delivery Date: The Space Plan of Tenant’s Premises shall be as described in
      Exhibit B.


2. Tenant
      Improvement Allowance: Landlord will modify the existing floor plan to conform
      to that described in Exhibit B. In addition, the build-out includes touch up
      painting, and carpet cleaning.


**PART
      II**


**LEASE
      PROVISIONS**


**1.** **DEFINITIONS.** The
      definitions of certain of the capitalized terms used in this Lease are set
      forth
      in the Glossary of Defined Terms attached as Exhibit “A”.


**2.** **PREMISES.** Subject
      to the provisions of this Lease, Landlord hereby leases to Tenant, and Tenant
      hereby leases from Landlord, the premises described in the Summary of Basic
      Lease Information, Section “A”, as outlined on the floor plan attached hereto as
      Exhibit “B (the “Premises”). In connection with such demise and subject to
      paragraph 21 herein, Landlord hereby grants to Tenant the non-exclusive right
      to
      use, during the Term, all Common Areas designed for the use of all tenants
      in
      the Building, in common with all tenants in the Building and their invitees,
      for
      the purposes for which the Common Areas are designed and in accordance with
      all
      Legal Requirements. Landlord, however, has the sole discretion to determine
      the
      manner in which the Common Areas are maintained and operated, and the use of
      the
      Common Areas shall be subject to the Rules and Regulations. Tenant acknowledges
      that Landlord has made no representation or warranty regarding the Building
      or
      Premises except the Building will be of a high quality in appearance and
      function and otherwise as specifically stated in this Lease. By occupying the
      Premises, Tenant accepts the Premises as being suitable for Tenant’s intended
      use of the Premises.






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**3.** **TERM.** The
      provisions of this Lease shall be effective only as of the date this Lease
      is
      executed by both Landlord and Tenant. The duration of the term of this Lease
      shall be for the period stated in the Summary of Basic Lease Information,
      Section “B”, commencing on the Commencement Date set forth in paragraph 6.3
      below, and expiring at 5:00 p.m. on the Expiration Date stated in Section “B” of
      the Summary of Basic Lease Information, unless earlier terminated as provided
      herein (the “Term”).


**4.** **USE.** Tenant
      shall occupy and use the Premises solely for lawful, general business office
      purposes in strict compliance with the Rules and Regulations from time to time
      in effect. Tenant shall observe, and Tenant agrees to cause its agents,
      servants, employees, invitees and licensees to observe and comply fully and
      faithfully with the Rules and Regulations attached hereto as Exhibit “C” and
      incorporated herein by this reference, or such modifications, rules and
      regulations which may be hereafter adopted by Landlord for the care, protection,
      cleanliness and operation of the Premises and Complex. Tenant shall also comply
      with all Legal Requirements and other restrictions on the use of the Premises
      as
      provided in this Lease, including, without limitation, those set forth in
      paragraph 12 hereof.






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**5.** **RENT.**


**5.1** **Base
      Rent.** In
      consideration of Landlord’s leasing the Premises to Tenant, Tenant shall pay to
      Landlord the base rent (“Base Rent”) at the time(s) and in the manner stated in
      paragraph 5.6 below, as stated in Section “C” of the Summary of Basic Lease
      Information.


**5.2** **No
      Other Adjustment of Base Rent.** The
      stipulation of Rentable Area set forth in paragraph 2 above and in the Summary
      of Basic Lease Information shall be conclusive and binding on the parties.
      Notwithstanding the foregoing, the Base Rent set forth in paragraph 5.1 above
      and in the Summary of Basic Lease Information is a negotiated amount and there
      shall be no adjustment to the Base Rent or Additional Rent without the prior
      written consent of Landlord and Tenant. Tenant shall have no right to withhold,
      deduct or offset any amount of the monthly Base Rent, Additional Rent or any
      other sum due hereunder even if the actual rentable square footage or Rentable
      Area of the Premises is less than set forth in paragraph 2 hereof.


**5.3** **Additional
      Rent.** In
      addition to paying the Base Rent specified in paragraph 5.1 above, Tenant shall
      pay as additional rent the Tenant’s Share (as defined in subparagraph 5.3.1(b)
      below) of the Operating Expenses (as defined in paragraph 5.4 below) for each
      Fiscal Year, or portion thereof, that are in excess of the amount of Operating
      Expenses applicable to the Base Year (as defined in subparagraph 5.3.1(a)
      below). Said additional rent, together with other amounts of any kind (other
      than Base Rent) payable by Tenant to Landlord under the terms of this Lease,
      shall be collectively referred to in this Lease as “Additional Rent”. All
      amounts due under this paragraph 5.3 as Additional Rent are payable for the
      same
      periods and in the same manner, time and place as the Base Rent as provided
      in
      paragraph 5.6 below. Without limitation regarding any other obligation of Tenant
      that may survive the expiration of the Lease Term, Tenant’s obligations to pay
      the Additional Rent provided for in this paragraph 5.3 shall survive the
      expiration of the Lease Term.






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5.3.1 **Additional
      Rent Definitions.** The
      following definitions apply to this paragraph 5.3:


(a) Base
      Year. “Base Year” means the Fiscal Year commencing January 1 through December 31
      of the year stated in Section “D” of the Summary of Basic Lease Information
      (with Operating Expenses for 2006 being annualized).


(b) Tenant’s
      Share. “Tenant’s Share” for Tenant’s payment of Operating Expenses means the
      percentage stated in Section “D” of the Summary of Basic Lease Information. If
      the Premises or the Building is expanded or reduced with the written consent
      of
      Landlord, the Tenant’s Share shall be proportionately adjusted by written notice
      from Landlord to Tenant.


5.3.2 **Calculation
      and Payment of Additional Rent.** Tenant’s
      Share of Operating Expenses for any Fiscal Year, or portion thereof, shall
      be
      calculated and paid as follows:


(a) Calculation
      of Excess. If Tenant’s Share of Operating Expenses for any Fiscal Year,
      commencing with the Fiscal Year immediately following the Base Year, exceeds
      Tenant’s Share of the amount of Operating Expenses applicable to the Base Year
      (with Operating Expenses for the Base Year 2006 being annualized), Tenant shall
      pay as Additional Rent to Landlord an amount equal to that excess (the “Excess”)
      in the manner stated in subparagraphs 5.3.2(b) and (c) below.




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(b) Statement
      of Estimated Operating Expenses and Payment by Tenant. On or before the last
      day
      of the Fiscal Year in which the Lease Commencement Date occurs, Landlord shall
      endeavor to deliver to Tenant an estimate statement (the “Estimate Statement”)
      of Additional Rent to be due by Tenant for the forthcoming Fiscal Year.
      Thereafter, unless Landlord delivers to Tenant a revision of the Estimate
      Statement, Tenant shall pay to Landlord monthly, coincident with Tenant’s
      payment of Base Rent, an amount equal to the estimated Additional Rent set
      forth
      on the Estimate Statement for such Fiscal Year divided by twelve (12) months.
      From time to time during any Fiscal Year, Landlord may estimate and re-estimate
      the Additional Rent to be due by Tenant for the Fiscal Year and deliver a copy
      of the revised Estimate Statement to Tenant. Thereafter, the monthly
      installments of Additional Rent payable by Tenant shall be appropriately
      adjusted in accordance with the revised Estimate Statement so that, by the
      end
      of any Fiscal Year, Tenant shall have paid all of the Additional Rent as
      estimated by Landlord on the revised Estimate Statement. Landlord’s failure to
      furnish the Estimate Statement for any Fiscal Year in a timely manner shall
      not
      preclude Landlord from enforcing its rights to collect any Additional
      Rent.


(c) Statement
      of Actual Operating Expenses and Payment by Tenant. Landlord shall endeavor
      to
      give to Tenant as soon as available, but not later than six (6) months following
      the end of each Fiscal Year, a statement (the “Statement of Actual Operating
      Expenses”) stating the Operating Expenses incurred or accrued for that preceding
      Fiscal Year and indicating the amount, if any, of any excess due to Landlord
      or
      overpayment by Tenant. On receipt of the Statement of Actual Operating Expenses
      for each Fiscal Year for which an excess exists, Tenant shall pay, with its
      next
      installment of Base Rent due, the full amount of the excess, less the estimated
      amounts (if any) paid during the Fiscal Year pursuant to an Estimate Statement
      (as defined in subparagraph 5.3.2(b) above). In the event there is an
      overpayment of Additional Rent set forth on a Statement of Actual Operating
      Expenses for any Fiscal Year, the amount of overpayment shall be credited
      against payments of Additional Rent as they become due. Landlord’s failure to
      furnish the Statement of Actual Operating Expenses for any Fiscal Year in a
      timely manner shall not prejudice Landlord from enforcing its rights hereunder.
      Even if the Lease Term is expired and Tenant has vacated the Premises, if an
      excess exists when final determination is made of Tenant’s Share of the
      Operating Expenses for the Fiscal Year in which the Lease terminates, Tenant
      shall immediately pay to Landlord the amount calculated under this subparagraph
      5.3.2(c). The provisions of this subparagraph 5.3.2(c) shall survive the
      expiration or earlier termination of the Lease Term.






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5.4 **Operating
      Expenses.** Operating
      Expenses shall mean all costs and expenses which Landlord pays or accrues by
      virtue of the ownership, use, management, leasing, maintenance, service,
      operation, insurance or condition of the Land and all improvements thereon,
      including, without limitation, the Building, Parking Areas, Common Areas and
      landscaping, during a particular Fiscal Year or portion thereof as determined
      by
      Landlord or its accountant in accordance with generally accepted accounting
      principles.


5.4.1 **Examples** .
      “Operating Expenses” shall include, but shall not be limited to, the expenses
      which Landlord pays or accrues by virtue of the ownership, management, leasing,
      maintenance, service, operation, insurance or condition of the Building, or
      Complex, or are chargeable to the Complex including specifically the
      following:


(a) all
      Impositions and other governmental charges. Impositions such as property taxes
      shall be based on property parcels directly attributable to the Building.
      Impositions chargeable to Complex Common Areas shall be allocated to the
      Building based on the Building’s proportionate share of square footage in the
      Complex (See Exhibit “A-1”);




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(b) all
      insurance premiums charged for policies obtained by Landlord, which may include
      without limitation, at Landlord’s election (i) fire and extended coverage
      insurance, including earthquake, windstorm, hail, flood, explosion, riot,
      strike, civil commotion, aircraft, vehicle and smoke insurance, (ii) public
      liability and property damage insurance, (iii) elevator insurance, (iv) workers’
compensation insurance for the employees covered by subparagraph 5.3.1(h) below,
      (v) boiler, machinery, sprinkler, water damage and legal liability insurance,
      (vi) rental loss insurance, and (vii) such other insurance as Landlord may
      elect
      to obtain. Insurance coverage directly related to the Building shall be included
      in Operating Expenses. Insurance coverage purchased jointly for the Complex
      shall be allocated based on insurance policy risk assessments. The assessment
      of
      insurable risk shall be based on actual assessments provided by the applicable
      insurance provider (See Exhibit “A-1”);


(c) all
      deductible amounts incurred in any Fiscal Year relating to an insurable loss.
      In
      the event more than one Complex entity incurs an insurance claim where the
      sum
      of all claims exceeds the deductible amount, each entity shall bear its
      proportionate share of the deductible amount;


(d) all
      maintenance, repair, replacement, restoration and painting costs, including
      without limitation the cost of operating, managing, maintaining and repairing
      the following systems: utility, mechanical, drainage, elevator, access and
      security.


(e) all
      janitorial, snow removal, custodial, cleaning, washing, landscaping, landscape
      maintenance, access systems, trash removal, pest control costs and environmental
      compliance costs shall be allocated based upon the Building’s proportionate
      share of said expense (see Exhibit “A-1”).




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(f) all
      security costs;


(g) all
      electrical, energy monitoring, water, water treatment, gas, sewer, telephone
      and
      other utility and utility-related charges;


(h) all
      reasonable wages, salaries, salary burdens, employee benefits, payroll taxes,
      Social Security and insurance for all persons engaged by Landlord or an
      Affiliate of Landlord and who are directly involved with the operation of the
      Building;


(i) all
      costs
      of leasing or purchasing supplies, tools, equipment and materials;


(j) the
      cost
      of all licenses, certificates, permits and inspections;


(k) the
      cost
      of contesting the validity or applicability of any governmental enactment that
      may affect the Operating Expenses of the Building;


(l) the
      cost
      of Parking Areas maintenance, repair and restoration directly attributable
      to
      the Building, including, without limitation, resurfacing, repainting,
      re-striping and cleaning shall be included in Operating Expenses. Common Parking
      Areas shall be allocated to the Building based on the Building’s proportional
      share of total common Parking area expense (see Exhibit “A-1”);


(m) all
      fees
      and other charges paid under all maintenance and service agreements, including
      but not limited to all trash removal, pest control costs, environmental
      compliance costs, window cleaning, elevator and HVAC maintenance;




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(n) all
      fees,
      charges, management fees (or amounts in lieu of such fees), consulting fees,
      legal fees and accounting fees of all persons engaged by Landlord, together
      with
      all other associated costs or other charges reasonably incurred by Landlord
      in
      connection with the management office and the operation, management, maintenance
      and repair of the Building;


(o) all
      management fees shall include, and be defined as, three percent (3%) of gross
      operating revenue (defined as all gross receipts related to operation of the
      Building), plus salaries, benefits, and related employment costs reasonably
      anticipated for fiscal years subsequent to the initial Base Year and which
      are
      directly attributable to the property management function of the Building as
      provided for in subparagraph 5.4.2.


(p) all
      costs
      of monitoring services, including, without limitation, any monitoring, control,
      and access devices used by Landlord in regulating the Building or Parking
      Areas;


(q) amortization
      of the cost of acquiring, financing and installing capital items which are
      intended to reduce (or avoid increases in) Operating Expenses or which are
      required by a governmental authority. Such costs shall be amortized over the
      reasonable life of the items in accordance with generally accepted accounting
      principles, but not beyond the reasonable life of the Building; and


(r) any
      other
      costs or expenses reasonably incurred by Landlord under this Lease which are
      not
      otherwise reimbursed directly by Tenant.


Unless
      otherwise set forth herein, Operating Expenses shall be allocated to the
      Building based on the Building’s proportionate share of square footage in the
      Complex (See Exhibit “A-1”).




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5.4.2 **Adjustments.** Operating Expenses shall be adjusted as follows:


(a) Exclusions.
      Notwithstanding anything else contained in this Lease, “Operating Expenses”
shall not include (i) expenditures classified as capital expenditures for
      federal income tax purposes except as set forth in subparagraph 5.4.1(p); (ii)
      costs for which Landlord is entitled to specific reimbursement by Tenant, by
      any
      other tenant of the Building or by any other third party; (iii) leasing costs
      and expenses including but not limited to advertising, negotiating, drafting
      and
      executing lease contracts with third parties, leasing commissions, and all
      non-cash expenses (including depreciation), except for the amortized costs
      specified in subparagraph 5.4.1(p); (iv) land or ground rent, if applicable;
      (v)
      debt service on any indebtedness secured by the Complex (except debt service
      on
      indebtedness to purchase or pay for items specified as permissible “Operating
      Expenses”); (vi) any losses or damages resulting from any intentional or grossly
      negligent act or omission of Landlord or its agents; (vii) any wage, salary
      and
      any associated employee benefits or costs for any person engaged by Landlord
      for
      services not provided directly for the Building; (viii) any costs for equipment
      and materials not used directly and exclusively for the Building (or if not
      used
      exclusively then on a pro-rata basis for the direct use rendered to the
      Building); and (ix) management and other professional fees associated with
      disputes or claims with any other tenant of the Building.


(b) Gross-Up
      Adjustments. If the occupancy of the Building during any part of any Fiscal
      Year
      (including the Base Year) is less than ninety-five percent (95%), Landlord
      shall
      make an appropriate adjustment of the Operating Expenses for that Fiscal Year,
      as reasonably determined by Landlord using sound accounting and management
      principles, to determine the amount of Operating Expenses that would have been
      incurred had the Building been ninety-five percent (95%) occupied. Such amount
      shall be considered to have been the amount of Operating Expenses for that
      Fiscal Year.




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5.4.3 **Landlord’s
      Books and Records.** If
      Tenant disputes the amount of the Additional Rent due hereunder, Tenant may
      require, within thirty (30) days after receipt of the Statement of Actual
      Operating Expenses, the appointment of an independent certified public
      accountant or qualified third-party management company to inspect Landlord’s
      records and to determine the amount of Additional Rent, if any, owed by Tenant
      to Landlord, or the amount to be refunded or credited to Tenant by Landlord.
      Tenant is not entitled to require such inspection, however, if Tenant is then
      in
      default of Tenant’s Base Rent obligations under this Lease. Any accountant
      designated must be acceptable to both parties to this Lease and a member of
      a
      nationally recognized accounting firm. Neither may charge a fee based on the
      amount of Additional Rent which the accountant or management company is able
      to
      save Tenant by the inspection. Any inspection must be conducted in Landlord’s
      offices at a reasonable time or times. The parties agree to accept the results
      of such inspection as conclusive as to the amount of Additional Rent.




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5.5 **Parking.** Tenant
      shall, throughout the Term, have available from Landlord the non-exclusive
      right
      to use the number of unassigned automobile parking spaces in the Parking Areas
      stated in Section “F” of the Summary of Basic Lease Information. Landlord shall
      also have the right to establish such reasonable rules and regulations as may
      be
      deemed desirable, at Landlord’s reasonable discretion, for the proper and
      efficient operation and maintenance of the Parking Areas. Such rules and
      regulations may include, without limitation (a) restrictions in the hours during
      which the Parking Areas shall be open to the public, (b) subject to the
      provisions of this paragraph 5.5 above, the establishment of charges for parking
      therein, and (c) the use of parking gates, cards, permits and other control
      devices to regulate the use of the Parking Areas. The rights of Tenant and
      its
      employees, customers, service suppliers and invitees to use the Parking Areas
      shall, to the extent such rules and regulations are not inconsistent with the
      other terms of this Lease, at all times be subject to (w) Landlord’s right to
      establish rules and regulations applicable to such use and to exclude any person
      therefrom who is not authorized to use the same or who violates such rules
      and
      regulations, (x) the rights of Landlord and other tenants in the Building to
      use
      the same in common with Tenant, (y) the availability of parking spaces in the
      Parking Areas, and (z) Landlord’s right to change the configuration of the
      Parking Areas and any unassigned parking spaces as shall be determined at
      Landlord’s reasonable discretion. Tenant agrees to limit its use of the Parking
      Areas to the number and type of parking spaces specified in this paragraph
      above. Notwithstanding the foregoing, nothing contained herein shall be deemed
      to impose liability upon Landlord for personal injury or theft, for damage
      to
      any motor vehicle, or for loss of property from within any motor vehicle which
      is suffered by Tenant or any of its employees, customers, service suppliers
      or
      other invitees in connection with their use of the Parking Areas. Tenant
      understands and agrees that the Parking Areas will be open to Tenant on a
      24-hour basis.


5.6 **Payment
      of Rent.** Except
      as otherwise expressly provided in this Lease, all Base Rent and Additional
      Rent
      shall be due in advance monthly installments on the first day of each calendar
      month during the Term. Rent shall be paid to Landlord at its address recited
      in
      paragraph 27.7, or to such other person or at such other address as Landlord
      may
      from time to time designate in writing. Rent shall be paid without notice,
      demand, abatement, deduction or offset in legal tender of the United States
      of
      America. The Base Rent for the first full calendar month of the Lease Term
      shall
      be paid upon execution by Tenant of this Lease. In addition, if the Term
      commences or ends on other than the first or the last day of a calendar month,
      the Base Rent for the partial month shall be prorated on the basis of the number
      of days during the applicable month and paid on or before the Lease Commencement
      Date. If the Lease Term commences or ends on other than the first or the last
      day of a Fiscal Year, the Additional Rent for the partial Fiscal Year calculated
      as provided in paragraph 5.3 above shall be prorated on the basis of the number
      of days during the applicable Fiscal Year. All payments received by Landlord
      from Tenant shall be applied to the oldest payment obligation owed by Tenant
      to
      Landlord. No designation by Tenant, either in a separate writing or on a check
      or money order, shall modify this paragraph or have any force or
      effect.




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5.7 **Delinquent
      Payments and Handling Charge.** All
      delinquent Rent and other payments required of Tenant hereunder shall bear
      interest from the date due until the date paid at the rate of interest specified
      in paragraph 27.13 below. In addition, if any Base Rent, Additional Rent or
      other payments required of Tenant hereunder are not received by Landlord when
      due, Tenant shall pay to Landlord a late charge of five percent (5%) of the
      delinquent payment to reimburse Landlord for its costs and inconvenience
      incurred as a consequence of Tenant’s delinquency (other than interest, attorney
      fees and costs). Base Rent, Additional Rent and other payments due hereunder
      shall be considered delinquent if not paid by the end of the fifth
      (5 th )
      day
      after the date they are due. Tenant shall pay this amount for each calendar
      month in which all or any part of any delinquent payment remains delinquent
      after its due date. The parties agree that this late charge represents a
      reasonable estimate of the expenses that Landlord will incur because of any
      late
      payment (other than interest, attorneys’ fees and costs). Landlord’s acceptance
      of any late charge shall not constitute a waiver of Tenant’s default with
      respect to the overdue amount or prevent Landlord from exercising any of the
      rights and remedies available to Landlord under this Lease. Tenant shall pay
      the
      late charge as Additional Rent with the next installment of Additional Rent.
      In
      no event, however, shall the charges permitted under this paragraph 5.7 or
      elsewhere in this Lease, to the extent the same are considered to be interest
      under applicable law, exceed the maximum rate of interest allowable under
      applicable law. If any non-cash payment made by Tenant is not paid by the bank
      or other institution on which it is drawn, Landlord shall have the right,
      exercised by notice to Tenant, to require that Tenant make all future payments
      by certified funds or cashier’s check.




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5.8 **Security
      Deposit.** On or
      before the date of this Lease, Tenant shall deposit with Landlord the Security
      Deposit, stated in Section “E” of the Summary of Basic Lease Information, as
      security for the faithful performance by Tenant under this Lease. The Security
      Deposit shall be returned without interest to Tenant (or, at Landlord’s option,
      to the last assignee of Tenant’s interest under this Lease) after the expiration
      of the Term, or sooner termination of this Lease and delivery of possession
      of
      the Premises to Landlord in accordance with paragraph 26 if, at such time,
      Tenant is not in default under this Lease. If Landlord’s interest in this Lease
      is conveyed, transferred or assigned, Landlord shall transfer or credit the
      Security Deposit to Landlord’s successor in interest, and Landlord shall be
      released from any liability for the return of the Security Deposit. Landlord
      may
      intermingle the Security Deposit with Landlord’s own funds, and shall not be
      deemed to be a trustee of the Security Deposit. If Tenant fails to timely pay
      or
      perform any obligation due under this Lease, or to compensate Landlord for
      any
      other expense, loss or damage which Landlord may incur by reason of Tenant’s
      failure to so pay or perform, including any damage or deficiency in the
      reletting of the Premises, after any right and period to cure by Tenant has
      lapsed, Landlord may, in Landlord’s sole discretion (but Landlord shall not be
      obligated to do so), use and apply all or any portion of the Security Deposit
      against such obligation, expense, loss or damage. If all or any portion of
      the
      Security Deposit is so used, applied or retained, Tenant shall immediately
      deposit with Landlord cash in an amount sufficient to restore the Security
      Deposit to the original amount. Landlord may withhold the Security Deposit
      after
      the expiration of the Term or sooner termination of this Lease until Tenant
      has
      paid in full Tenant’s Share of Operating Expenses for the Fiscal Year in which
      such expiration or sooner termination occurs and all other amounts payable
      under
      this Lease. The Security Deposit is not a limitation on Landlord’s damages or
      other rights under this Lease, a payment of liquidated damages or prepaid Rent,
      and shall not be applied by Tenant to the Rent for the last (or any) month
      of
      the Term, or to any other amount due under this Lease. If this Lease is
      terminated due to any default of Tenant, any portion of the Security Deposit
      remaining at the time of such termination shall immediately inure to the benefit
      of Landlord as partial reimbursement for the costs and expenses incurred by
      Landlord in connection with this Lease, and shall be in addition to any other
      damages to which Landlord is otherwise entitled.




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5.9 **Holding
      Over.** Any
      holding over by Tenant in the possession of the Premises, or any portion
      thereof, after the expiration of the Term, with or without the consent of
      Landlord, shall require Tenant to pay one hundred fifty percent (150%) of the
      Base Rent and Additional Rent herein specified for the last month of the Term
      (prorated on a monthly basis), unless Landlord shall specify a lesser amount
      for
      Rent in its sole discretion. If Tenant holds over with Landlord’s consent, such
      occupancy shall be deemed a month-to-month tenancy and such tenancy shall
      otherwise be on the terms and conditions herein specified in this Lease as
      far
      as applicable. Notwithstanding the foregoing provisions or the acceptance by
      Landlord of any payment by Tenant, any holding over without Landlord’s consent
      shall constitute a default by Tenant and shall entitle Landlord to pursue all
      remedies provided in this Lease or otherwise available at law or in equity,
      and
      Tenant shall be liable for any and all direct or consequential damages or losses
      of Landlord resulting from Tenant’s holding over without Landlord’s
      consent.




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**6.**
            **CONSTRUCTION
                OF IMPROVEMENTS.**


6.1 **General.** Subject
      to events of Force Majeure, Landlord and Tenant agree that Landlord shall
      construct, install, furnish, perform and supply the Tenant Improvements (as
      stated in Section “H” of the Summary of Basic Lease Information). The Tenant
      Improvements shall meet or exceed the Building Standard Tenant Improvements
      as
      specified in Exhibit “D-2” hereto.


6.2 **Access
      by Tenant Prior to Commencement of Term.** Provided
      that Tenant obtains and delivers to Landlord the certificates or policies of
      insurance called for in paragraph 17.1, Landlord will permit Tenant to take
      possession of the Premises after 5 P.M., November 18, 2005. Any entry prior
      to
      Commencement of Term shall be under all of the terms of this Lease (other than
      the obligation to pay Base Rent and Additional Rent) and at Tenant’s sole risk.
      Tenant hereby releases and agrees to indemnify Landlord and Landlord’s
      contractors, agents, employees and representatives from and against any and
      all
      personal injury, death or property damage (including damage to any personal
      property which Tenant may bring into, or any work which Tenant may perform
      in,
      the Premises) which may occur in or about the Complex in connection with or
      as
      the result of said entry by Tenant or its employees, agents, contractors and
      suppliers unless caused by Landlord’s gross negligence or intentional
      misconduct. Tenant Improvements are scheduled to commence before December 1,
      2005. The execution of Tenant Improvements may be during and after Tenant’s
      business hours and are scheduled to be completed within three weeks of its
      commencement.




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6.3 **Commencement
      Date; Adjustments to Commencement Date.** The
      Lease Commencement Date is scheduled to be as stated in Section “B” of the
      Summary of Basic Lease Information. Landlord shall not be subject to any
      liability, including, without limitation, lost profits or incidental or
      consequential damages for any delay or inability to deliver possession of the
      Premises to Tenant. Such a delay or failure shall not affect the validity of
      this Lease or the obligations of Tenant hereunder, other than the postponement
      of the Lease Term.


**7.**
            **SERVICES
                TO BE FURNISHED BY
                LANDLORD.**


7.1 **General.** Subject
      to applicable Legal Requirements, governmental standards for energy
      conservation, and Tenant’s performance of its obligations hereunder, Landlord
      shall use all reasonable efforts to furnish the following services:


(a) HVAC
      to
      the Premises during Building Operating Hours, at such temperatures and in such
      amounts as are considered by Landlord to be suitable and standard (thus
      excluding air conditioning or heating for electronic data processing or other
      specialized equipment or specialized (non-standard) Tenant
      requirements);


(b) hot
      and
      cold water at those points of supply common to all floors for lavatory and
      drinking purposes only;


(c) janitorial
      service and periodic window washing in and about the Building and the Premises,
      which window washing is anticipated to be accomplished approximately every
      3 or
      4 months;




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(d) elevator
      service, to provide access to and egress from the Premises;


(e) electric
      current during Building Operating Hours for normal office machines and other
      machines of low electrical consumption (which shall exclude lighting in excess
      of Building Standard or any item of electrical equipment which singly consumes
      more than one and five-tenths (1.5) kilowatts per hour at rated capacity or
      requires a voltage other than one hundred twenty (120) volts single phase);
      and


(f) replacement
      of incandescent bulbs and fluorescent lamps in Building Standard light fixtures
      installed by Landlord and of incandescent bulbs or fluorescent lamps in all
      public rest rooms, stairwells and other Common Areas in the
      Building.


If
      any of
      the services described above or elsewhere in this Lease are interrupted,
      Landlord shall use reasonable diligence to promptly restore the same. However,
      neither the interruption nor cessation of such services, nor the failure of
      Landlord to restore the same, shall render Landlord liable for damages to person
      or property, or be construed as an eviction of Tenant, or work an abatement
      of
      Rent or relieve Tenant from fulfilling any of its other obligations
      hereunder.


If
      not
      previously installed, Landlord may cause separate electric and/or water meter(s)
      to be installed in the Premises in order to measure the amount of electricity
      and/or water consumed by Tenant, and the cost of such meter(s) shall be paid
      promptly by Tenant.




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Certain
      security measures (both by electronic equipment and personnel) may be provided
      by Landlord in connection with the Building. However, Tenant hereby acknowledges
      that any such security is intended to be solely for the benefit of Landlord
      and
      protecting its property, and while certain incidental benefits may accrue to
      Tenant therefrom, any such security is not for the purpose of protecting either
      the property of Tenant or the safety of its employees, agents or invitees.
      By
      providing any such security, Landlord assumes no obligation to Tenant and shall
      have no liability arising therefrom.


7.2 **Keys
      and/or Access Cards.** Landlord
      shall furnish Tenant, at Landlord’s expense, with two (2) keys for each interior
      door and corridor door lock and five (5) Building access card for every one
      thousand (1,000) useable square feet, if desired and applicable, and at Tenant’s
      expense with such additional keys and access cards as Tenant may request, to
      unlock or allow access to the Building and each corridor door entering the
      Premises. Tenant shall not install, or permit to be installed, any additional
      lock on any door into or in the Premises or make, or permit to be made, any
      duplicates of keys or access cards to the Premises without Landlord’s prior
      written consent. Landlord shall be entitled at all times to possession of a
      duplicate of all keys and access cards to all doors to or inside of the
      Premises. All keys and access cards referred to in this paragraph 7.2 shall
      remain the property of Landlord. Upon the expiration or termination of the
      Term,
      Tenant shall surrender all such keys and access cards to Landlord and shall
      deliver to Landlord the combination to all locks on all safes, cabinets and
      vaults which will remain in the Premises. Landlord shall be entitled, but not
      required, to install, operate and maintain a card reader and after-hours access
      card system, security systems and other control devices in or about the Premises
      and the Complex which regulate entry into the Building (or portions thereof)
      and
      monitor, by closed circuit television or otherwise, all persons leaving or
      entering the Complex, the Building and the Premises.




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7.3 **Tenant
      Identity, Signs and Other Matters.** Tenant
      shall not place or suffer to be placed on any exterior door, wall or window
      of
      the Premises, on any part of the inside of the Premises which is visible from
      outside of the Premises, or elsewhere on the Complex, any sign, decoration,
      notice, logo, picture, lettering, attachment, advertising matter or other thing
      of any kind, without first obtaining Landlord’s prior written approval, which
      Landlord may, in its sole discretion, grant or withhold. Landlord agrees that
      Tenant, at its discretion, may place a company logo and name sign in its
      reception area which may be visible from the corridor through Tenant’s entry
      door, and which is reasonably acceptable to Landlord as to location and
      appearance. Landlord may, at Tenant’s cost, and without notice or liability to
      Tenant, enter the Premises and remove any item erected in violation of this
      paragraph 7.3. Landlord may at any time and from time to time establish rules
      and regulations governing the size, type and design of all such items and Tenant
      shall abide by such rules and regulations.


7.4 **Charges.** Tenant
      shall pay to Landlord monthly as billed, as Additional Rent, such charges as
      may
      be separately metered or as Landlord may compute for (a) any utility services
      utilized by Tenant in excess of that agreed to be furnished by Landlord pursuant
      to paragraph 7.1, (b) lighting installed in the Premises in excess of Building
      Standard lighting, and (c) HVAC and other services in excess of that stated
      in
      subparagraph 7.1(a) or provided at times other than Building Operating Hours.
      If
      Tenant wishes to use HVAC, electrical or other utility services to the Premises
      during hours other than Building Operating Hours, Landlord shall supply such
      HVAC, electrical and utility services at an hourly cost to Tenant of Nineteen
      Dollars ($19.00) per suite, (or if Tenant at any time occupies less than an
      entire floor in the Building, the hourly cost shall be Five Dollars ($5.00)
      for
      each suite of offices used by Tenant on such floor), as adjusted from time
      to
      time by Landlord consistent with prevailing market charges for such use. If
      Tenant desires to utilize only electrical power during hours other than Building
      Operating Hours, without HVAC, Landlord shall supply electrical power at an
      hourly cost to Tenant of Six Dollars ($6.00) per suite, (or if Tenant at any
      time occupies less than an entire floor in the Building, the hourly cost shall
      be One Dollar ($1.00) for each suite of offices used by Tenant on such floor),
      as adjusted from time to time by Landlord consistent with prevailing market
      changes for such use. Landlord shall install manual controls for electrical
      power and HVAC so that Tenant may decide when and if to utilize electrical
      power
      and HVAC. Landlord shall charge Tenant for such electrical and HVAC use in
      hourly increments, or if technically and economically feasible in smaller
      increments. Landlord may elect to estimate the charges to be paid by Tenant
      under this paragraph 7.4 and bill such charges to Tenant monthly in advance,
      in
      which event Tenant shall promptly pay the estimated charges. When the actual
      charges are determined by Landlord, an appropriate cash adjustment shall be
      made
      between Landlord and Tenant to account for any underpayment or overpayment
      by
      Tenant.




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7.5 **Operating
      Hours.** Subject
      to Rules and Regulations and such security standards as Landlord may from time
      to time adopt, the Building shall be open to the public during the Building
      Operating Hours and the Premises shall be open to Tenant during hours other
      than
      Building Operating Hours.


**8.**
            **REPAIR
                AND MAINTENANCE.**


8.1 **By
      Landlord.** Landlord
      shall provide the services to the Premises set forth in paragraph 7.1 above
      and
      shall maintain the Building (excepting the Premises and portions of the Building
      leased by persons not affiliated with Landlord) in a good and operable
      condition, making such repairs and replacements as may be required to maintain
      the Building in such condition. This paragraph 8.1 shall not apply to damage
      resulting from a Taking (as to which paragraph 14 shall apply), or damage
      resulting from a casualty (as to which paragraph 15.1 shall apply), or to damage
      for which Tenant is otherwise responsible under this Lease. Tenant hereby waives
      and releases any right it may have to make repairs to the Premises or Building
      at Landlord’s expense under any law, statute, ordinance, rules and regulations
      now or hereafter in effect in any jurisdiction in which the Building is located.




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8.2 **By
      Tenant.** Tenant,
      at Tenant’s sole cost, shall maintain the Premises and every part of the
      Premises (including, without limitation, all floors, walls and ceilings and
      their coverings, doors and locks, furnishings, trade fixtures, signage,
      leasehold improvements, equipment and other personal property from time to
      time
      situated in or on the Premises) in good order, condition and repair, and in
      a
      clean, safe, operable, attractive and sanitary condition. Tenant will not commit
      or allow to remain any waste or damage to any portion of the Premises. Tenant
      shall repair or replace, subject to Landlord’s direction and supervision, any
      damage to the Complex caused by Tenant or Tenant’s agents, contractors or
      invitees. If Tenant fails to make such repairs or replacements, Landlord may
      make the same at Tenant’s cost. Such cost shall be payable to Landlord by Tenant
      on demand as Additional Rent. All contractors, workmen, artisans and other
      persons which or whom Tenant proposes to retain to perform work in the Premises
      (or the Complex, pursuant to the third sentence of this paragraph 8.2) pursuant
      to this paragraph 8.2 or paragraph 11 shall be approved by Landlord prior to
      the
      commencement of any such work, which approval shall not be unreasonably
      withheld.




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**9.** **TAXES
      ON TENANT’S PROPERTY.** Tenant
      shall be liable for and shall pay, before they become delinquent, all taxes
      and
      assessments levied against any personal property placed by Tenant in the
      Premises (even if the same becomes a fixture by operation of law or the property
      of Landlord by operation of this Lease), including any additional Impositions
      which may be assessed, levied, charged or imposed against Landlord or the
      Building by reason


of
      non-Building Standard items in the Premises. Tenant may withhold payments of
      any
      taxes and assessments described in this paragraph 9 so long as Tenant contests
      its obligation to pay in accordance with applicable law and the non-payment
      thereof does not pose a threat of loss or seizure of the Building or any
      interest of Landlord therein.


**10.**
            **TRANSFER
                BY TENANT.**


10.1 **General.** Tenant
      shall not directly or indirectly, voluntarily or by operation of law, sell,
      assign, encumber, pledge or otherwise Transfer or hypothecate all or any part
      of
      the Premises or Tenant’s leasehold estate hereunder, or permit the Premises to
      be occupied by anyone other than Tenant or sublet the Premises or any portion
      thereof without Landlord’s prior written consent being obtained in each
      instance, which consent shall not be unreasonably withheld or delayed, subject
      to the terms and conditions contained in this paragraph 10.1 except for and
      excluding any transfer to an entity controlled by Tenant. Any attempted Transfer
      without such consent shall be void. If Tenant desires to affect a Transfer,
      it
      shall deliver to Landlord written notice thereof in advance of the date on
      which
      Tenant proposes to make the Transfer, together with all of the terms of the
      proposed Transfer and the identity of the proposed Transferee. Upon request
      by
      Landlord, such notice shall contain financial information concerning the
      proposed Transferee and other reasonable information regarding the transaction
      which Landlord may specify. Landlord shall have thirty (30) days following
      receipt of the notice and information within which to notify Tenant in writing
      whether Landlord elects (a) to refuse to consent to the Transfer and to
      terminate this Lease as to the space proposed to be Transferred as of the date
      so specified by Tenant, in which event Tenant will be relieved of all further
      obligations hereunder as to such space, (b) to refuse to consent to the
      Transfer, which consent shall not unreasonably be withheld, and to continue
      this
      Lease in full force as to the entire Premises, or (c) to permit Tenant to effect
      the proposed Transfer. If Landlord fails to notify Tenant of its election within
      said thirty (30) day period, Landlord shall be deemed to have elected option
      (b). The consent by Landlord to a particular Transfer shall not be deemed a
      consent to any other Transfer. If a Transfer occurs without the prior written
      consent of Landlord as provided herein, Landlord may nevertheless collect rent
      from the Transferee and apply the net amount collected to the Rent payable
      hereunder, but such collection and application shall not constitute a waiver
      of
      the provisions hereof or a release of Tenant from the further performance of
      its
      obligations hereunder.




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10.2 **Conditions.** The
      following conditions shall automatically apply to each Transfer, without the
      necessity of same being stated or referred to in Landlord’s written
      consent:


(a) Tenant
      shall execute, have acknowledged and deliver to Landlord, and cause the
      Transferee to execute, have acknowledged and deliver to Landlord, an instrument
      in form and substance acceptable to Landlord in which (i) the Transferee adopts
      this Lease and agrees to perform, jointly and severally with Tenant, all of
      the
      obligations of Tenant hereunder, as to the space Transferred to it, (ii) to
      the
      extent not covered by an existing purchase money security interest, the
      Transferee grants Landlord an express first and prior security interest in
      its
      personal property brought into the Transferred space to secure its obligations
      to Landlord hereunder, (iii) Tenant subordinates to Landlord’s statutory lien
      and security interest any liens, security interests or other rights which Tenant
      may claim with respect to any property of the Transferee, (iv) Tenant agrees
      with Landlord that, if the rent or other consideration due from the Transferee
      exceeds the Rent for the Transferred space, then Tenant shall pay Landlord
      as
      Additional Rent hereunder all such excess Rent and other consideration
      immediately upon Tenant’s receipt thereof, (v) Tenant and the Transferee agree
      to provide to Landlord, at their expense, direct access from a public corridor
      in the Building to the Transferred space, (vi) the Transferee agrees to use
      and
      occupy the Transferred space solely for the purpose specified in paragraph
      4 and
      otherwise in strict accordance with this Lease, and (vii) Tenant acknowledges
      that, notwithstanding the Transfer, Tenant remains directly and primarily liable
      for the performance of all the obligations of Tenant hereunder (including,
      without limitation, the obligation to pay all Rent), and Landlord shall be
      permitted to enforce this Lease against Tenant or the Transferee, or all of
      them, without prior demand upon or proceeding in any way against any other
      persons;




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(b) Tenant
      shall deliver to Landlord a counterpart of all instruments relative to the
      Transfer executed by all parties to such transaction (except Landlord);
      and


(c) If
      Tenant
      requests Landlord to consent to a proposed Transfer, Tenant shall pay to
      Landlord, whether or not consent is given, Landlord’s costs, including, without
      limitation, reasonable attorneys’ fees incurred in connection with such
      request.


10.3 **Liens.** Without
      in any way limiting the generality of the foregoing, Tenant shall not grant,
      place or suffer, or permit to be granted, placed or suffered, against the
      Complex or any portion thereof, any lien, security interest, pledge, conditional
      sale contract, claim, charge or encumbrance (whether constitutional, statutory,
      contractual or otherwise) and, if any of the aforesaid does arise or is
      asserted, Tenant will, promptly upon demand by Landlord and at Tenant’s expense,
      cause the same to be released.




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10.4 **Assignments
      in Bankruptcy.** If this
      Lease is assigned to any person or entity pursuant to the provisions of the
      Bankruptcy Code, 11 U.S.C. 101 et
      seq .
      (the
“Bankruptcy Code”), any and all monies or other consideration payable or
      otherwise to be delivered in connection with such assignment shall be paid
      or
      delivered to Landlord, shall be and remain the exclusive property of Landlord
      and shall not constitute property of Tenant or of the estate of Tenant within
      the meaning of the Bankruptcy Code.


**11.** **ALTERATIONS.** Tenant
      shall not make (or permit to be made) any change, addition or improvement to
      the
      Premises (including, without limitation, the attachment of any fixture or
      equipment) unless such change, addition or improvement (a) equals or exceeds
      the
      Building Standard and utilizes only new and first-grade materials, (b) is in
      conformity with all Legal Requirements, and is made after obtaining any required
      permits and licenses, (c) is made with the prior written consent of Landlord,
      (d) is made pursuant to plans and specifications approved in writing in advance
      by Landlord, (e) is made after Tenant has provided to Landlord such
      indemnification and/or bonds as are requested by Landlord, including, without
      limitation, a performance and completion bond in such form and amount as may
      be
      satisfactory to Landlord to protect against claims and liens for labor performed
      and materials furnished, and to insure the completion of any change, addition
      or
      improvement, (f) is carried out by persons approved in writing by Landlord
      who,
      if required by Landlord, deliver to Landlord before commencement of their work
      proof of such insurance coverage as Landlord may require, with Landlord named
      as
      an additional insured, and (g) is done only at such time and in such manner
      as
      Landlord may reasonably specify. All such changes, improvements and additions
      (including all articles attached to the floor, wall or ceiling of the Premises,
      except for items such as office furniture and cubicles) shall become the
      property of Landlord and shall, at Landlord’s election, be (y) surrendered with
      the Premises as part thereof at the termination or expiration of the Term,
      without any payment, reimbursement or compensation therefor, or (z) removed
      by
      Tenant, at Tenant’s expense, with all damage caused by such removal properly
      repaired by Tenant. Tenant shall indemnify, defend and hold harmless Landlord
      from and against all liens, claims, damages, losses, liabilities and expenses,
      including attorneys’ fees, which may arise out of, or be connected in any way
      with, any such change, addition or improvement. Within ten (10) days following
      the imposition of any lien resulting from any such change, addition or
      improvement, Tenant shall cause such lien to be released of record by payment
      of
      money or posting of a proper bond. Tenant may remove Tenant’s trade fixtures,
      office supplies, movable office furniture and equipment not attached to the
      Building, provided such removal is made prior to the expiration of the Term,
      no
      uncured Event of Default has occurred and Tenant promptly repairs all damage
      caused by such removal.




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**12.**
            **PROHIBITED
                USES.**


12.1 **General.** Tenant
      will not (a) use, occupy or permit the use or occupancy of the Complex or
      Premises for any purpose or in any manner which is or may be, directly or
      indirectly, violative of any Legal Requirement, or contrary to Rules and
      Regulations, or dangerous to life or property, or a public or private nuisance,
      or disrupt, obstruct or unreasonably annoy the owners or any other tenant of
      the
      Building or adjacent buildings, (b) keep or permit to be kept any substance
      in,
      or conduct or permit to be conducted any operation from, the Complex or Premises
      which might emit offensive odors or conditions into other portions of the
      Building, or make undue noise or create undue vibrations, (c) commit or permit
      to remain any waste to the Complex or Premises, (d) install or permit to remain
      any additions or improvements to the Complex or Premises, window coverings
      or
      other items (other than window coverings which have first been approved by
      Landlord) which are visible from the outside of the Premises, or exceed the
      structural loads of floors or walls of the Building, or adversely affect the
      mechanical, plumbing or electrical systems of the Building, or affect the
      structural integrity of the Building in any way, (e) install, without Landlord’s
      prior written consent, any food, soft drink or other vending machine in the
      Premises, (f) permit the occupancy of the Premises at any time during the Lease
      Term to exceed one person (including visitors) per two hundred (200) square
      feet
      useable area of space in the Premises, (g) violate any recorded covenants,
      conditions or restrictions that now or later affect the Complex or Building,
      and
      of which Landlord has informed Tenant, or (h) commit or permit to be committed
      any action or circumstance in or about the Complex or Building which, directly
      or indirectly, would or might justify any insurance carrier in canceling or
      increasing the premium on the fire and extended coverage insurance policy
      maintained by Landlord on the Complex or Building (or its contents), and if
      any
      increase results from any act of Tenant, then Tenant shall pay the amount of
      such increase promptly upon demand therefor by Landlord.




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12.2 **Hazardous
      Materials.** Without
      limiting the foregoing, Tenant shall not cause or permit any Hazardous Material
      (defined below) to be brought upon, kept or used in or about the Premises or
      Complex by Tenant, its agents, employees, contractors or invitees, without
      the
      prior written consent of Landlord. If Tenant breaches the obligations stated
      in
      the preceding sentence, or if the presence of Hazardous Materials on the
      Premises or Complex caused or permitted by Tenant results in contamination
      of
      the Premises or Complex, or if contamination of the Premises or Complex by
      Hazardous Materials otherwise occurs for which Tenant is legally liable to
      Landlord for damage resulting therefrom, then Tenant shall indemnify, defend
      and
      hold Landlord harmless from any and all claims, judgments, damages, penalties,
      fines, costs, liabilities or losses (including, without limitation, diminution
      in value of the Premises or Complex, damages for the loss or restriction on
      use
      of rentable or useable space or any amenity of the Premises or Complex, damages
      arising from any adverse impact on marketing of space in the Building, and
      sums
      paid in settlement of claims, attorneys’ fees, consultant fees and expert fees)
      which arise during or after the Lease Term as a result of such contamination.
      This indemnification of Landlord includes, without limitation, the obligation
      to
      reimburse Landlord for costs incurred in connection with any clean-up, remedial,
      removal or restoration work required by any federal, state or local governmental
      agency or political subdivision. Without limiting the foregoing, if the presence
      of any Hazardous Materials in, on or about the Premises or Complex caused by
      or
      permitted by Tenant results in any contamination of the Premises or Complex,
      Tenant shall promptly take all actions at its sole expense as are necessary
      to
      return the Premises or Complex to the condition existing prior to the
      introduction of any Hazardous Materials; provided, however, that Landlord’s
      approval of such action shall first be obtained. “Hazardous Materials” shall
      mean, in the broadest sense, any petroleum-based products, pesticides, paints,
      solvents, polychlorinated biphenyls, lead, cyanide, DDT, acids, asbestos, urea
      formaldehyde, ammonium compounds and other chemical products and any substance
      or material defined or designated as hazardous or toxic, or other similar term,
      by any federal, state or local environmental statute, regulation or ordinance
      affecting the Premises or Complex presently in effect or that may be promulgated
      in the future, as such statutes, regulations and ordinances may be amended
      from
      time to time, and any chemical, element or molecule which can or will cause
      pollution or the presence of which requires investigation or remediation under
      any federal, state or local statute, regulation, ordinance, order, action,
      policy or common law or can create a nuisance, hazard, toxic, explosive,
      corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic,
      teratogenic or other dangerous condition on the Premises or Complex. Landlord
      represents and warrants that there are no Hazardous Materials in or on the
      Premises or Complex other than as used in normal operations of the Complex
      and
      in accordance with all applicable laws.




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12.3 **Overstandard
      Tenant Use.** Tenant
      shall not, without Landlord’s prior written consent, use heat-generating
      machines, other than standard equipment or lighting, or machines other than
      normal fractional horsepower office machines, in the Premises that may affect
      the temperature otherwise maintained by the air conditioning system or increase
      the water normally furnished to the Premises by Landlord.


**13.** **ACCESS
      BY LANDLORD.** Landlord, its employees, contractors, agents and representatives, shall have
      the
      right (and Landlord, for itself and such persons and firms, hereby reserves
      the
      right) to enter the Premises during reasonable hours upon reasonable prior
      notice (a) to inspect, clean, maintain, repair, replace or alter the Premises
      or
      the Building, (b) to show the Premises to prospective purchasers (or, during
      the
      last six (6) months of the Term, to prospective tenants), (c) to determine
      whether Tenant is performing its obligations hereunder and, if it is not, to
      perform the same at Landlord’s option and Tenant’s expense, or (d) for any other
      purpose deemed reasonable by Landlord. In an emergency, Landlord (and such
      persons and firms designated hereinabove) may enter the Premises without notice
      and use any means to open any door into or in the Premises without any liability
      therefor. Entry into the Premises by Landlord or any other person or firm named
      in the first sentence of this paragraph 13 for any purpose permitted herein
      shall not constitute a trespass or an eviction (constructive or otherwise),
      or
      entitle Tenant to any abatement or reduction of Rent, or constitute grounds
      for
      any claim (and Tenant hereby waives any claim) for damages for any injury to
      or
      interference with Tenant’s business, for loss of occupancy or quiet enjoyment,
      or for consequential damages.




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**14.** **CONDEMNATION.** If all
      of the Complex is Taken, or if so much of the Complex is Taken that, in
      Landlord’s opinion, the remainder cannot be restored to an economically viable,
      quality office building, or if the awards payable to Landlord as a result of
      any
      Taking are, in Landlord’s opinion, inadequate to restore the remainder to an
      economically viable, quality office building, Landlord may, at its election,
      exercisable by the giving of written notice to Tenant within sixty (60) days
      after the date of the Taking, terminate this Lease as of the date of the Taking
      or the date Tenant is deprived of possession of the Premises (whichever is
      later). If this Lease is not terminated as a result of a Taking, Landlord shall
      restore the Premises remaining after the Taking to a Building Standard
      condition. During the period of restoration, Base Rent shall be abated to the
      extent the Premises are rendered untenantable and, after the period of
      restoration, Base Rent and the Tenant’s Share shall be reduced in the proportion
      that the area of the Premises Taken or otherwise rendered untenantable bears
      to
      the area of the Premises just prior to the Taking. If any portion of Base Rent
      is abated under this paragraph 14, Landlord may elect to extend the expiration
      date of the Term for the period of the abatement. All awards, proceeds,
      compensation or other payments from or with respect to any Taking of the Complex
      or any portion thereof shall belong to Landlord, and Tenant hereby assigns
      to
      Landlord all of its right, title, interest and claim to the same. Whether or
      not
      this Lease is terminated as a consequence of a Taking, all damages or
      compensation awarded for a partial or total Taking, including any award for
      severance damages and any sums compensating for diminution in the value of
      or
      deprivation of the leasehold estate under this Lease, shall be the sole and
      exclusive property of Landlord. Tenant may assert a claim for and recover from
      the condemning authority, but not from Landlord, such compensation as may be
      awarded on account of Tenant’s moving and relocation expenses, and depreciation
      to and loss of Tenant’s moveable personal property. Tenant shall have no claim
      against Landlord for the occurrence of any Taking, or for the termination of
      this Lease or a reduction in the Premises as a result of any
      Taking.




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**15.** **CASUALTY.**


15.1 **General.** Tenant
      shall give prompt written notice to Landlord of any casualty to the Complex
      of
      which Tenant is aware and any casualty to the Premises. If (a) the Complex
      or
      the Premises are totally destroyed, (b) the Complex or the Premises are
      partially destroyed but in Landlord’s opinion they cannot be restored to an
      economically viable, quality office building, (c) the insurance proceeds payable
      to Landlord as a result of any casualty are, in Landlord’s opinion, inadequate
      to restore the portion remaining to an economically viable, quality office
      building, (d) the damage or destruction occurs within twelve (12) months of
      the
      expiration of the Term, or (e) Landlord’s Mortgagee requires insurance proceeds
      be applied to pay or reduce indebtedness rather than repair the Premises,
      Landlord may, at its election exercisable by the giving of written notice to
      Tenant within sixty (60) days after the casualty, terminate this Lease as of
      the
      date of the casualty. If this Lease is not terminated as a result of a casualty,
      Landlord shall (subject to paragraph 15.2) restore the Premises to a Building
      Standard condition. During the period of restoration, Base Rent and Additional
      Rent shall be abated to the extent the Premises are rendered untenantable and,
      after the period of restoration, Base Rent and Tenant’s Share shall be reduced
      on the proportion that the area of the Premises remaining tenantable after
      the
      casualty bears to the area of the Premises just prior to the casualty. If any
      portion of Base Rent is abated under this paragraph 15.1, Landlord may elect
      to
      extend the expiration date of the Term for the period of the abatement. Except
      for abatement of Base Rent and Additional Rent, if any, Tenant shall have no
      claim against Landlord for any loss suffered by reason of any such damage,
      destruction, repair or restoration, nor may Tenant terminate this Lease as
      the
      result of any statutory provision in effect on or after the date of this Lease
      pertaining to the damage and destruction of the Premises or the Building. The
      proceeds of all insurance carried by Tenant on Tenant’s furnishings, trade
      fixtures, leasehold improvements, equipment, merchandise and other personal
      property shall be held in trust by Tenant for the purpose of the repair and
      replacement of the same. Landlord shall not be required to repair any damage
      or
      to make any restoration or replacement of any furnishings, trade fixtures,
      leasehold improvements, equipment, merchandise and other personal property
      installed in the Premises by Tenant or at the direct or indirect expense of
      Tenant.




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15.2 **Acts
      of Tenant.** Notwithstanding any provisions of this Lease to the contrary, if the Premises
      or
      the Complex are damaged or destroyed as a result of a casualty arising from
      the
      acts or omissions of Tenant, or any of Tenant’s officers, directors,
      shareholders, partners, employees, contractors, agents, invitees or
      representatives, (a) Tenant’s obligation to pay Rent and to perform its other
      obligations under this Lease shall not be abated, reduced or altered in any
      manner, (b) Landlord shall not be obligated to repair or restore the Premises
      or
      the Complex, and (c) subject to paragraph 17.2 below, Tenant shall be obligated,
      at Tenant’s cost, to repair and restore the Premises or the Complex to the
      condition they were in just prior to the damage or destruction under the
      direction and supervision of, and to the satisfaction of, Landlord and any
      Landlord’s Mortgagee.




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**16.**
            **SUBORDINATION,
                NON-DISTURBANCE AND
                ATTORNMENT.**


16.1 **General.** This
      Lease, Tenant’s leasehold estate created hereby, and all of Tenant’s rights,
      titles and interests hereunder and in and to the Premises are hereby made
      subject and subordinate to any Mortgage presently existing or hereafter placed
      upon all or any portion of the Complex, and to any and all renewals, extensions,
      modifications, consolidations and replacements of any Mortgage and all advances
      made or hereafter to be made on the security of any Mortgage; provided, however,
      that Tenant’s right of quiet enjoyment shall not be violated so long as Tenant
      is not in default of this Lease. Notwithstanding the foregoing, Landlord and
      Landlord’s Mortgagee may, at any time upon the giving of written notice to
      Tenant and without any compensation or consideration being payable to Tenant,
      make this Lease, and the aforesaid leasehold estate and rights, titles and
      interests, superior to any Mortgage. In order to confirm the subordination
      (or,
      at the election of Landlord or Landlord’s Mortgagee, the superiority) of this
      Lease, upon the written request by Landlord or by Landlord’s Mortgagee to
      Tenant, and within five (5) days of the date of such request, and without any
      compensation or consideration being payable to Tenant, Tenant shall execute,
      have acknowledged and deliver a recordable instrument substantially in the
      form
      of Exhibit "H" hereto confirming that this Lease, Tenant’s leasehold estate in
      the Premises and all of Tenant’s rights, titles and interests hereunder are
      subject and subordinate (or, at the election of Landlord or Landlord’s
      Mortgagee, superior) to the Mortgage benefiting Landlord’s Mortgagee. Tenant’s
      failure to execute and deliver such instrument(s) shall constitute a default
      under this Lease.




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16.2 **Attornment** .
      Upon
      the written request of any person or party succeeding to the interest of
      Landlord under this Lease, Tenant shall automatically become the tenant of
      and
      attorn to such successor in interest without any change in any of the terms
      of
      this Lease. No successor in interest shall be (a) bound by any payment of Rent
      for more than one month in advance, except payments of security for the
      performance by Tenant of Tenant’s obligations under this Lease, or (b) subject
      to any offset, defense or damages arising out of a default or any obligations
      of
      any preceding Landlord. Neither Landlord’s Mortgagee nor its successor in
      interest shall be bound by any amendment of this Lease entered into after Tenant
      has been given written notice of the name and address of Landlord’s Mortgagee
      and without the written consent of Landlord’s Mortgagee or such successor in
      interest. Any transferee or successor-in-interest shall not be liable for any
      acts, omissions or defaults of Landlord that occurred before the sale or
      conveyance, or the return of any security deposit except for deposits actually
      paid to the successor or transferee. Tenant agrees to give written notice of
      any
      default by Landlord to the holder of any Mortgage. Tenant further agrees that,
      before it exercises any rights or remedies under the Lease, the holder of any
      Mortgage or other successor in interest shall have the right, but not the
      obligation, to cure the default within the same time, if any, given to Landlord
      to cure the default, plus an additional thirty (30) days. The subordination,
      attornment and mortgagee protection clauses of this paragraph 16 shall be
      self-operative and no further instruments of subordination, attornment or
      mortgagee protection need be required by any Landlord’s Mortgagee or successor
      in interest thereto. Nevertheless, upon the written request therefor and without
      any compensation or consideration being payable to Tenant, Tenant agrees to
      execute, have acknowledged and deliver such instruments substantially in the
      form of Exhibit “H” hereto to confirm the same. Tenant shall from time to time,
      if so requested by Landlord and if doing so will not materially and adversely
      affect Tenant’s economic interests under this Lease, join with Landlord in
      amending this Lease so as to meet the needs or requirements of any lender that
      is considering making or that has made a loan secured by all or any portion
      of
      the Complex.




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**17.**
            **INSURANCE.**


17.1 **General.** Tenant
      shall obtain and maintain throughout the Term the following policies of
      insurance:


(a) commercial
      general liability insurance with a combined single limit for bodily injury
      and
      property damage of not less than One Million Dollars ($1,000,000) per
      occurrence, including, without limitation, contractual liability coverage for
      the performance by Tenant of the indemnity agreements set forth in paragraph
      11
      above;


(b) hazard
      insurance with special causes of loss, including theft coverage, insuring
      against fire, extended coverage risks, vandalism and malicious mischief, and
      including boiler and sprinkler leakage coverage, in an amount equal to the
      full
      replacement cost (without deduction for depreciation) of all furnishings, trade
      fixtures, leasehold improvements, equipment, merchandise and other personal
      property from time to time situated in or on the Premises;


(c) workers’
      compensation insurance satisfying Tenant’s obligations under the workers’
compensation laws of the State of Utah; and




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(d) such
      other policy or policies of insurance as Landlord may reasonably require or
      as
      Landlord is then requiring from one or more other tenants in the Building.


Such
      minimum limits shall in no event limit the liability of Tenant under this Lease.
      Such liability insurance shall name Landlord, and any other person specified
      from time to time by Landlord, as an additional insured; such property insurance
      shall name Landlord as a loss payee as Landlord’s interests may appear; and both
      such liability and property insurance shall be with companies acceptable to
      Landlord, having a rating of not less than A:XII in the most recent issue of Best’s
      Key Rating Guide: Property-Casualty .
      All
      liability policies maintained by Tenant shall contain a provision that Landlord
      and any other additional insured, although named as an insured, shall
      nevertheless be entitled to recover under such policies for any loss sustained
      by Landlord and Landlord’s agents and employees as a result of the acts or
      omissions of Tenant. Tenant shall furnish Landlord with certificates of
      coverage. No such policy shall be cancelable or subject to reduction of coverage
      or other modification except after thirty (30) days’ prior written notice to
      Landlord by the insurer. All such policies shall be written as primary policies,
      not contributing with and not in excess of the coverage which Landlord may
      carry, and shall only be subject to such deductibles as may be approved in
      writing in advance by Landlord. Tenant shall, at least ten (10) days prior
      to
      the expiration of such policies, furnish Landlord with renewals of, or binders
      for, such policies. Landlord and Tenant waive all rights to recover against
      each
      other, against any other tenant or occupant of the Building, and against the
      officers, directors, shareholders, partners, joint venturers, employees, agents,
      customers, invitees or business visitors of each other, or of any other tenant
      or occupant of the Building, for any loss or damage arising from any cause
      covered by any insurance carried by the waiving party, to the extent that such
      loss or damage is actually covered. Tenant shall cause all other occupants
      of
      the Premises claiming by, through or under Tenant to execute and deliver to
      Landlord a waiver of claims similar to the waiver contained in this paragraph
      17.1 and to obtain such waiver of subrogation rights endorsements. Any
      Landlord’s Mortgagee may, at Landlord’s option, be afforded coverage under any
      policy required to be secured by Tenant under this Lease by use of a mortgagee’s
      endorsement to the policy concerned.




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17.2 **Waiver
      of Subrogation.** Landlord
      and Tenant hereby waive all claims, rights of recovery and causes of action
      that
      either party or any party claiming by, through or under such party may now
      or
      hereafter have by subrogation or otherwise against the other party or against
      any of the other party’s officers, directors, shareholders, partners or
      employees for any loss or damage that may occur to the Complex, the Premises,
      Tenant’s improvements or any of the contents of any of the foregoing by reason
      of fire or other casualty, or by reason of any other cause except gross
      negligence or willful misconduct (thus including simple negligence of the
      parties hereto or their officers, directors, shareholders, partners or
      employees), that could have been insured against under the terms of (a) in
      the
      case of Landlord, the standard fire and extended coverage insurance policies
      available in the State of Utah at the time of the casualty, and (b) in the
      case
      of Tenant, the fire and extended coverage insurance policies carried by Landlord
      or to any coinsurance penalty which Landlord might sustain. Landlord and Tenant
      shall cause an endorsement to be issued to their respective insurance policies
      recognizing this waiver of subrogation.




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**18.** **TENANT’S
      INDEMNITY.** Subject
      to paragraph 17.2, Tenant agrees to indemnify, defend and hold Landlord and
      its
      officers, directors, shareholders, members, partners, and employees entirely
      harmless from and against all liabilities, losses, demands, actions, expenses
      or
      claims, including consequential damages, for injury to or death of any person
      or
      for damages to any property or for violation of law arising out of or in any
      manner connected with (a) the use, occupancy or enjoyment of the Premises and
      Complex by Tenant or Tenant’s agents, employees or contractors, or the clients
      and other invitees of Tenant, (b) any work, activity or other thing allowed
      or
      suffered by Tenant or Tenant’s agents, employees or contractors to be done in or
      about the Premises or Complex, (c) any breach or default in the performance
      of
      any obligation of Tenant under this Lease, and (d) any negligent or otherwise
      tortious act or failure to act by Tenant or Tenant’s agents, employees or
      contractors on or about the Premises or Complex.


**19.** **THIRD
      PARTIES; ACTS OF FORCE MAJEURE; EXCULPATION.** Landlord
      shall have no liability to Tenant, or to Tenant’s officers, directors,
      shareholders, partners, employees, agents, contractors or invitees, for bodily
      injury, death, property damage, business interruption, loss of profits, loss
      of
      trade secrets or other direct or consequential damages occasioned by (a) the
      acts or omissions of any other tenant or such other tenant’s officers,
      directors, shareholders, partners, employees, agents, contractors or other
      invitees within the Complex, (b) Force Majeure, (c) vandalism, theft, burglary
      and other criminal acts (other than those committed by Landlord and its
      employees), (d) water leakage, or (e) the repair, replacement, maintenance,
      damage, destruction or relocation of the Premises. Except to the extent that
      a
      final judgment of a court of competent jurisdiction establishes that injury,
      loss, damage or destruction was proximately caused by Landlord’s fraud, willful
      act or violation of law, Tenant waives all claims against Landlord arising
      out
      of injury to or death of any person or loss of, injury or damage to, or
      destruction of any property of Tenant.




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**20.** **SECURITY
      INTEREST** [intentionally
      omitted]


**21.** **CONTROL
      OF COMMON AREAS.** Landlord
      shall have the exclusive control over the Common Areas. Landlord may, from
      time
      to time, create different Common Areas, close or otherwise modify the Common
      Areas, and modify the Rules and Regulations with respect thereto.


**22.** This
      Section purposely omitted.


**23.** **QUIET
      ENJOYMENT.** Provided
      Tenant has performed all its obligations under this Lease, Tenant shall and
      may
      peaceably and quietly have, hold, occupy, use and enjoy the Premises during
      the
      Term subject to the provisions of this Lease. Landlord shall warrant and forever
      defend Tenant’s right to occupancy of the Premises against the claims of any and
      all persons whosoever lawfully claiming the same or any part thereof, by,
      through or under Landlord, but not otherwise, subject to the provisions of
      this
      Lease.


**24.** **DEFAULT
      BY TENANT.**


24.1 **Events
      of Default.** Each of
      the following occurrences shall constitute an Event of Default (herein so
      called), subject to the right to cure such Event of Default as set forth in
      this
      Lease:


(a) the
      failure of Tenant to pay Base Rent, Additional Rent or any other amount due
      under this Lease as and when due hereunder and the continuance of such failure
      for a period of five (5) days after written notice from Landlord to Tenant
      specifying the failure; provided, however, that the obligation of Tenant to
      pay
      a late charge or interest pursuant to this Lease shall commence as of the due
      date of the Rent or other monetary obligation and not on the expiration of
      any
      grace period;




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(b) the
      failure of Tenant to perform, comply with or observe any other agreement,
      obligation or undertaking of Tenant, or any other term, condition or provision
      in this Lease and the attached exhibits, and the continuance of such failure
      for
      a period of ten (10) days after written notice from Landlord to Tenant
      specifying the failure. Landlord’s exercise of its rights shall not extend to
      trivial or minor violations of Complex, Building or Parking Area
      rules.


(c) the
      abandonment of the Premises by Tenant or the failure of Tenant to occupy the
      Premises or any significant portion thereof;


(d) the
      involuntary transfer by Tenant of Tenant’s interest in this Lease or the
      voluntary attempt to or actual transfer of its interest in this Lease, without
      Landlord’s prior written consent as required in this Lease;


(e) the
      failure of Tenant to discharge any lien placed as a result of Tenant’s action or
      inaction upon the Premises or Building as set forth hereunder;


(f) the
      filing of a petition by or against Tenant (the term “Tenant” also meaning, for
      the purpose of this subparagraph 24.1(g), any guarantor of the named Tenant’s
      obligations hereunder) (i) in any bankruptcy or other insolvency proceeding,
      (ii) seeking any relief under the Bankruptcy Code or any similar debtor relief
      law, (iii) for the appointment of a liquidator or receiver for all or
      substantially all of Tenant’s property or for Tenant’s interest in this Lease,
      or (iv) to reorganize or modify Tenant’s capital structure, which petition is
      not discharged within sixty (60) days of filing; and


(g) the
      admission by Tenant in writing that it cannot meet its obligations as they
      become due or the making by Tenant of an assignment for the benefit of its
      creditors.




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24.2 **Remedies
      of Landlord.** Upon any
      Event of Default, Landlord may, at Landlord’s option in its sole discretion, and
      in addition to all other rights, remedies and recourses afforded Landlord
      hereunder or by law or equity, do any one or more of the following:


(a) terminate
      this Lease by the giving of written notice to Tenant; reenter the Premises,
      with
      or without process of law; eject all parties in possession thereof; repossess
      and enjoy the Premises and all Tenant Improvements; and recover from Tenant
      all
      of the following: (i) all Rent and other amounts accrued hereunder to the date
      of termination; (ii) all amounts due under paragraph 24.3; and (iii) liquidated
      damages in an amount equal to (A) the total Rent that Tenant would have been
      required to pay for the remainder of the Term discounted to present value at
      the
      prime lending rate (or equivalent rate, however denominated) in effect on the
      date of termination at the then largest national bank in the State of Utah,
      minus (B) the then-present fair rental value of the Premises for such period,
      similarly discounted, plus any other amount necessary to compensate Landlord
      for
      all the detriment proximately caused by Tenant’s failure to perform its
      obligations under this Lease or which would be likely to result therefrom,
      including, without limitation, attorneys’ fees, brokers’ commissions or finders’
fees;


(b) terminate
      Tenant’s right to possession of the Premises without terminating this Lease by
      the giving of written notice to Tenant, in which event Tenant shall pay to
      Landlord (i) all Rent and other amounts accrued hereunder to the date of
      termination of possession, (ii) all amounts due from time to time under
      paragraph 24.3, and (iii) all Rent and other sums required hereunder to be
      paid
      by Tenant during the remainder of the Term, diminished by any net sums
      thereafter received by Landlord through reletting the Premises during said
      period. Re-entry by Landlord in the Premises will not affect the obligations
      of
      Tenant hereunder for the unexpired Term. Landlord may bring action against
      Tenant to collect amounts due by Tenant on one or more occasions, without the
      necessity of Landlord’s waiting until expiration of the Term. If Landlord elects
      to proceed under this subparagraph 24.2(b), it may at any time elect to
      terminate this Lease pursuant to subparagraph 24.2(a);




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(c) without
      notice, alter any and all locks and other security devices at the Premises
      without being obligated to deliver new keys to the Premises to Tenant, unless
      Tenant has cured all Events of Default before Landlord has terminated this
      Lease
      under subparagraph 24.2(a) or has entered into a lease to relet all or a portion
      of the Premises;


(d) if
      an
      Event of Default specified in subparagraph 24.1(c) occurs, Landlord may remove
      and store any property that remains on the Premises and, if Tenant does not
      claim such property within ten (10) days after Landlord has delivered to Tenant
      notice of such storage, Landlord may appropriate, sell, destroy or otherwise
      dispose of the property in question without notice to Tenant or any other
      person, and without any obligation to account for such property;


(e) for
      all
      purposes set forth in this paragraph 24.2, Landlord is hereby irrevocably
      appointed as agent for Tenant. No taking possession of the Premises by Landlord
      shall be construed as Landlord’s acceptance of a surrender of the Premises by
      Tenant or an election by Landlord to terminate this Lease unless written notice
      of such intention is given to Tenant. Notwithstanding any leasing or subletting
      without termination of the Lease, Landlord may at any time thereafter elect
      to
      terminate the Lease for Tenant’s previous breach.


24.3 **Payment
      by Tenant.** Upon any
      Event of Default, Tenant shall also pay to Landlord all costs and expenses
      incurred by Landlord, including court costs and reasonable attorneys’ fees, in
      (a) retaking or otherwise obtaining possession of the Premises, (b) removing
      and
      storing Tenant’s or any other occupant’s property, (c) constructing the Tenant
      Improvements; (d) repairing, restoring, altering, remodeling or otherwise
      putting the Premises into condition acceptable to a new tenant or tenants,
      (e)
      reletting all or any part of the Premises, (f) paying or performing the
      underlying obligation which Tenant failed to pay or perform, and (g) enforcing
      any of Landlord’s rights, remedies or recourses arising as a consequence of the
      Event of Default.




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24.4 **Reletting.** Upon
      termination of this Lease or upon termination of Tenant’s right to possession of
      the Premises, Landlord shall use reasonable efforts to relet the Premises on
      such terms and conditions as Landlord in its sole discretion may determine
      (including a term different than the Term, rental concessions, and alterations
      to and improvements of the Premises); however, Landlord shall not be obligated
      to relet the Premises before leasing other portions of the Building. Landlord
      shall not be liable for, nor shall Tenant’s obligations hereunder be diminished
      because of, Landlord’s failure to relet the Premises or collect rent due with
      respect to such reletting. If Landlord relets the Premises, rent Landlord
      receives from such reletting shall be applied to the payment of: first, any
      indebtedness from Tenant to Landlord other than Rent (if any); second, all
      costs, including for maintenance and alterations, incurred by Landlord in
      reletting; and third, Rent due and unpaid. In no event shall Tenant be entitled
      to the excess of any rent obtained by reletting over the Rent herein
      reserved.


24.5 **Landlord’s
      Right to Pay or Perform.** Upon an
      Event of Default, Landlord may, but without obligation to do so and without
      thereby waiving or curing such Event of Default, pay or perform the underlying
      obligation for the account of Tenant, and enter the Premises and expend the
      Security Deposit and any other sums for such purpose.




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24.6 **No
      Waiver; No Implied Surrender.** Provisions of this Lease may only be waived by the party entitled to the benefit
      of the provision evidencing the waiver in writing. Thus, neither the acceptance
      of Rent by Landlord following an Event of Default (whether known to Landlord
      or
      not), nor any other custom or practice followed in connection with this Lease,
      shall constitute a waiver by Landlord of such Event of Default or any other
      Event of Default. Further, the failure by Landlord to complain of any action
      or
      inaction by Tenant, or to assert that any action or inaction by Tenant
      constitutes (or would constitute, with the giving of notice and the passage
      of
      time) an Event of Default, regardless of how long such failure continues, shall
      not extinguish, waive or in any way diminish the rights, remedies and recourses
      of Landlord with respect to such action or inaction. No waiver by Landlord
      of
      any provision of this Lease or of any breach by Tenant of any obligation of
      Tenant hereunder shall be deemed to be a waiver of any other provision hereof,
      or of any subsequent breach by Tenant of the same or any other provision hereof.
      Landlord’s consent to any act by Tenant requiring Landlord’s consent shall not
      be deemed to render unnecessary the obtaining of Landlord’s consent to any
      subsequent act of Tenant. No act or omission by Landlord (other than Landlord’s
      execution of a document acknowledging such surrender) or Landlord’s agents,
      including the delivery of the keys to the Premises, shall constitute an
      acceptance of a surrender of the Premises.




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**25.** **DEFAULTS
      BY LANDLORD.** Landlord
      shall not be in default under this Lease, and Tenant shall not be entitled
      to
      exercise any right, remedy or recourse against Landlord or otherwise as a
      consequence of any alleged default by Landlord under this Lease, unless Landlord
      fails to perform any of its obligations hereunder and said failure continues
      for
      a period of thirty (30) days after Tenant gives Landlord and (provided that
      Tenant shall have been given the name and address of Landlord’s Mortgagee)
      Landlord’s Mortgagee written notice thereof specifying, with reasonable
      particularity, the nature of Landlord’s failure. If, however, the failure cannot
      reasonably be cured within the thirty (30) day period, Landlord shall not be
      in
      default hereunder if Landlord or Landlord’s Mortgagee commences to cure the
      failure within the thirty (30) days and thereafter pursues the curing of same
      diligently to completion. If Tenant recovers a money judgment against Landlord
      for Landlord’s default of its obligations hereunder or otherwise, the judgment
      shall be limited to Tenant’s actual direct, but not consequential, damages
      therefor and shall be satisfied only out of the interest of Landlord in the
      Complex as the same may then be encumbered, and Landlord shall not otherwise
      be
      liable for any deficiency. In no event shall Tenant have the right to levy
      execution against any property of Landlord other than its interest in the
      Complex. The foregoing shall not limit any right that Tenant might have to
      obtain specific performance of Landlord’s obligations hereunder.




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**26.** **RIGHT
      OF REENTRY.** Upon the
      expiration or termination of the Term for whatever cause, or upon the exercise
      by Landlord of its right to reenter the Premises without terminating this Lease,
      Tenant shall immediately, quietly and peaceably surrender to Landlord possession
      of the Premises in “broom clean” and good order, condition and repair, except
      only for ordinary wear and tear, damage by casualty not covered by paragraph
      15.2 and repairs to be made by Landlord pursuant to paragraph 15.1. If Tenant
      is
      in default under this Lease, Landlord shall have a lien on such personal
      property, trade fixtures and other property as set forth in Section 38-3-1, et
      seq .,
      Utah
      Code Ann. (or any replacement provision). Landlord may require Tenant to remove
      any personal property, trade fixtures, other property, alterations, additions
      and improvements made to the Premises by Tenant or by Landlord for Tenant,
      and
      to restore the Premises to their condition on the date of this Lease, adjusted
      for ordinary wear and tear. All personal property, trade fixtures and other
      property of Tenant not removed from the Premises on the abandonment of the
      Premises or on the expiration of the Term or sooner termination of this Lease
      for any cause shall conclusively be deemed to have been abandoned and may be
      appropriated, sold, stored, destroyed or otherwise disposed of by Landlord
      without notice to, and without any obligation to account to, Tenant or any
      other
      person. Tenant shall pay to Landlord all expenses incurred in connection with
      the disposition of such property in excess of any amount received by Landlord
      from such disposition. Tenant shall not be released from Tenant’s obligations
      under this Lease in connection with surrender of the Premises until Landlord
      has
      inspected the Premises and delivered to Tenant a written release, which release
      Landlord shall deliver within thirty (30) days of such inspection. Inspection
      shall occur within five (5) business days of the termination of this Lease.
      While Tenant remains in possession of the Premises after such expiration,
      termination or exercise by Landlord of its reentry right, Tenant shall be deemed
      to be occupying the Premises as a tenant at sufferance, subject to all of the
      obligations of Tenant under this Lease, except that the daily Rent shall be
      one
      hundred fifty percent (150%) of the per-day Rent in effect immediately before
      such expiration, termination or exercise by Landlord. No such holding over
      shall
      extend the Term. If Tenant fails to surrender possession of the Premises in
      the
      condition herein required, Landlord may, at Tenant’s expense, restore the
      Premises to such condition.


**27.**
            **MISCELLANEOUS.**


27.1 **Independent
      Obligations; No Offset.** The
      obligations of Tenant to pay Rent and to perform the other undertakings of
      Tenant hereunder constitute independent unconditional obligations to be
      performed at the times specified hereunder, regardless of any breach or default
      by Landlord hereunder. Tenant shall have no right, and Tenant hereby waives
      and
      relinquishes all rights which Tenant might otherwise have, to claim any nature
      of lien against the Complex or to withhold, deduct from or offset against any
      Rent or other sums to be paid to Landlord by Tenant.




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27.2 **Time
      of Essence.** Time is
      of the essence with respect to each date or time specified in this Lease by
      which an event is to occur.


27.3 **Applicable
      Law.** This
      Lease shall be governed by, and construed in accordance with, the laws of the
      State of Utah. All monetary and other obligations of Landlord and Tenant are
      performable in Salt Lake County, Utah.


27.4 **Assignment
      by Landlord.** Landlord
      shall have the right to assign without notice or consent, in whole or in part,
      any or all of its rights, titles or interests in and to the Complex or this
      Lease and, upon any such assignment, Landlord shall be relieved of all unaccrued
      liabilities and obligations hereunder to the extent of the interest so
      assigned.


27.5 **Estoppel
      Certificates; Financial Statements.** From
      time to time at the request of Landlord or Landlord’s Mortgagee, Tenant will
      within seven (7) calendar days, and without compensation or consideration,
      execute, have acknowledged and deliver a certificate substantially in the form
      of Exhibit “H” hereto, setting forth the following: (a) a ratification of this
      Lease; (b) the Commencement Date, Expiration Date and other Lease information;
      (c) that this Lease is in full force and effect and has not been assigned,
      modified, supplemented or amended (except by such writing as shall be stated);
      (d) that all conditions under this Lease to be performed by Landlord have been
      satisfied or, in the alternative, those claimed by Tenant to be unsatisfied;
      (e)
      that no defenses or offsets exist against the enforcement of this Lease by
      Landlord or, in the alternative, those claimed by Tenant to exist; (f) whether
      within the knowledge of Tenant there are any existing breaches or defaults
      by
      Landlord hereunder and, if so, stating the defaults with reasonable
      particularity; (g) the amount of advance Rent, if any (or none if such is the
      case), paid by Tenant; (h) the date to which Rent has been paid; (i) the amount
      of the Security Deposit; and (j) such other information as Landlord or
      Landlord’s Mortgagee may reasonably request. Landlord’s Mortgagee and purchasers
      shall be entitled to rely on any estoppel certificate executed by Tenant. Tenant
      shall, within ten (30) calendar days after Landlord’s request, furnish to
      Landlord unaudited financial statements current as of the end of the last fiscal
      quarter prepared for Tenant’s internal purposes and certified by Tenant to be
      true and correct; or audited financial statements current as of the end of
      Tenant’s last preceding fiscal year, prepared using generally accepted
      accounting principles consistently applied.




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27.6 **Signs,
      Building Name and Building Address.** Landlord
      may, from time to time at its discretion, place any and all signs anywhere
      in
      the Complex, and may change the name and street address of the Complex. Tenant
      shall not, without Landlord’s prior written consent, use the name of the
      Building for any purpose other than as the address of the business to be
      conducted by Tenant from the Premises.


27.7 **Notices.** All
      notices and other communications given pursuant to this Lease shall be in
      writing and shall either be mailed by first class United States mail, postage
      prepaid, registered or certified with return receipt requested, and addressed
      as
      set forth in Section “G” of the Summary of Basic Lease Information, or delivered
      in person to the intended addressee. Notice mailed in the aforesaid manner
      shall
      become effective three (3) business days after deposit; notice given in any
      other manner, shall be effective only upon receipt by the intended addressee.
      Notwithstanding the foregoing, after the Commencement Date, notice may also
      be
      given at the following addresses: (a) for Landlord, at the Building Manager’s
      office in the Building; and (b) for Tenant, the Premises. Each party shall
      have
      the continuing right to change its address for notice hereunder by the giving
      of
      fifteen (15) days’ prior written notice to the other party in accordance with
      this paragraph 27.7.




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27.8 **Entire
      Agreement, Amendment and Binding Effect.** This
      Lease constitutes the entire agreement between Landlord and Tenant relating
      to
      the subject matter hereof, and all prior agreements relative hereto which are
      not contained herein are terminated. This Lease may be amended only by a written
      document duly executed by Landlord and Tenant (and, if a Mortgage is then in
      effect, by the Landlord’s Mortgagee entitled to the benefits thereof), and any
      alleged amendment which is not so documented shall not be effective as to either
      party. The provisions of this Lease shall be binding upon and inure to the
      benefit of the parties hereto and their heirs, executors, administrators,
      successors and assigns; provided, however, that this paragraph 27.8 shall not
      negate, diminish or alter the restrictions on Transfers applicable to Tenant
      set
      forth elsewhere in this Lease.


27.9 **Severability.** This
      Lease is intended to be performed in accordance with and only to the extent
      permitted by all Legal Requirements. If any provision of this Lease or the
      application thereof to any person or circumstance shall, for any reason and
      to
      any extent, be invalid or unenforceable, but the extent of the invalidity or
      unenforceability does not destroy the basis of the bargain between the parties
      as contained herein, the remainder of this Lease and the application of such
      provision to other persons or circumstances shall not be affected thereby,
      but
      rather shall be enforced to the greatest extent permitted by law.




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27.10 **Number
      and Gender, Captions and References.** As the
      context of this Lease may require, pronouns shall include natural persons and
      legal entities of every kind and character, the singular number shall include
      the plural, and the neuter shall include the masculine and the feminine gender.
      Paragraph headings in this Lease are for convenience of reference only and
      are
      not intended, to any extent and for any purpose, to limit or define any
      provision hereof. Whenever the terms “hereof”, “hereby”, “herein”, “hereunder”
or words of similar import are used in this Lease, they shall be construed
      as
      referring to this Lease in its entirety rather than to a particular paragraph
      or
      provision, unless the context specifically indicates to the contrary. Any
      reference to a particular “paragraph” shall be construed as referring to the
      indicated paragraph of this Lease.


27.11 **Attorney
      Fees.** In the
      event either party commences a legal proceeding to enforce any of the terms
      of
      this Lease, the prevailing party in such action shall have the right to recover
      actual attorney fees, expert witness fees and costs from the other party, to
      be
      fixed by the court in the same action. “Legal proceedings” includes appeals from
      a lower court judgment as well as proceedings in the Federal Bankruptcy Court
      (“Bankruptcy Court”), whether or not they are adversary proceedings or contested
      matters. The “prevailing party” (a) as used in the context of proceedings in the
      Bankruptcy Court means the prevailing party in an adversary proceeding or
      contested matter, or any other actions taken by the non-bankrupt party which
      are
      reasonably necessary to protect its rights under this Lease, and (b) as used
      in
      the context of proceedings in any court other than the Bankruptcy Court means
      the party that prevails in obtaining a remedy or relief which most nearly
      reflects the remedy or relief which the party sought.




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27.12 **Brokers.** Tenant
      and Landlord each hereby warrant and represent unto the other that it has not
      incurred or authorized any brokerage commission, finder’s fees or similar
      payments in connection with this Lease, other than that which is due pursuant
      to
      a separate written agreement between Landlord and Landlord’s agents and
      subagents. Each party shall defend, indemnify and hold the other harmless from
      and against any claim for brokerage commission, finder’s fees or similar payment
      arising by virtue of authorization of such party, or any Affiliate of such
      party, in connection with this Lease.


27.13 **Interest
      on Tenant’s Obligations.** Any
      amount due from Tenant to Landlord which is not paid when due shall bear
      interest at the lesser of ten percent (10%) per annum or the maximum rate
      allowed by law from the date such payment is due until paid, but the payment
      of
      such interest shall not excuse or cure the default in payment.


27.14 **Authority.** Each
      person executing this Lease on behalf of Tenant and Landlord personally warrants
      and represents that (a) Tenant or Landlord is a duly organized and existing
      legal entity, in good standing in the State of Utah, (b) Tenant or Landlord
      has
      full right and authority to execute, deliver and perform this Lease, (c) this
      Lease is binding upon and enforceable against Tenant and Landlord accordance
      with its terms, (d) the person executing and delivering this Lease on behalf
      of
      Tenant or Landlord was duly authorized to do so, and (e) upon request of either
      party, such person will deliver satisfactory evidence of his or her authority
      to
      execute this Lease .


27.15 **Recording.** Neither
      this Lease (including any Exhibit hereto) nor any memorandum hereof shall be
      recorded without the prior written consent of Landlord.


27.16 **Exhibits.** All
      Exhibits and written addenda hereto are incorporated herein for any and all
      purposes.




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27.17 **Multiple
      Counterparts.** This
      Lease may be executed in two or more counterparts, each of which shall be an
      original, but all of which shall constitute but one instrument.


27.18 **Survival
      of Indemnities.** The
      indemnity obligations of Tenant contained in this Lease shall survive the
      expiration or earlier termination of this Lease to and until the last to occur
      of (a) the last day permitted by law for the bringing of any claim or action
      with respect to which any indemnification may be claimed, or (b) the date on
      which any claim or action for which indemnification may be claimed under such
      provision is fully and finally resolved and any compromise thereof or judgment
      or award thereon is paid in full. Payment shall not be a condition precedent
      to
      recovery upon any indemnification provision contained herein.


27.19 **Notification
      of Availability** Tenant
      shall be notified should any other space on the eighth (8 th )
      floor
      of the Building become available for lease. Other current eighth (8 th )
      floor
      tenants are USPS Law Office and Siebel Systems, Inc. with leases expiring 31
      January 2010 and 31 August 2012, respectively with renewal options.


27.20 **Miscellaneous.** Any
      guaranty delivered in connection with this Lease is an integral part of this
      Lease and constitutes consideration given to Landlord to enter into this Lease.
      No amendment to this Lease shall be binding on Landlord or Tenant unless reduced
      to writing and signed by both parties. Each provision to be performed by Tenant
      shall be construed to be both a covenant and a condition. Venue on any action
      arising out of this Lease shall be proper only in the District Court of Salt
      Lake County, State of Utah. Landlord and Tenant waive trial by jury in any
      action, proceeding or counterclaim brought by either of them against the other
      on all matters arising out of this Lease or the use and occupancy of the
      Premises. The submission of this Lease to Tenant is not an offer to lease the
      Premises or an agreement by Landlord to reserve the Premises for Tenant.
      Landlord shall not be bound to Tenant until Tenant has duly executed and
      delivered duplicate original copies of this Lease to Landlord and Landlord
      has
      duly executed and delivered one of those duplicate original copies to
      Tenant.




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EXECUTED
      as of the date and year above first written.


OTHER
        THAN AS EXPRESSLY PROVIDED HEREIN, TENANT ACKNOWLEDGES THAT LANDLORD HAS
        MADE NO
        WARRANTIES TO TENANT AS TO THE CONDITION OF THE PREMISES, EITHER EXPRESS
        OR
        IMPLIED, AND LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY
        THAT
        THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S
        OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE
        PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND
        TENANT
        SHALL CONTINUE TO PAY RENT, WITHOUT ABATEMENT (EXCEPT AS OTHERWISE EXPRESSLY
        PROVIDED HEREIN), SET OFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD
        OF ITS DUTIES OR OBLIGATONS HEREUNDER, WHETHER EXPRESS OR
        IMPLIED.


TENANT:By:
                  /s/ Michael
                  KeoughName:
                  Michael KeoughTitle:
                  CEO/PresidentDate:
                  November 29, 2005
 LANDLORD:JORDAN
                    COMMONS FUNDING, L.L.C.By:
                    /s/ Laurence H.
                    MillerName:
                    Laurence H. MillerTitle:
                    Operating ManagerDate:
                    November 30, 2005
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EXHIBIT
      A


GLOSSARY
      OF DEFINED TERMS


a. “Addendum”
      shall mean all the addenda, exhibits and attachments, if any, attached to the
      Lease or to any exhibit to the Lease. All addenda are by definition incorporated
      into the Lease. Unless otherwise specifically provided, terms and phrases in
      any
      Addendum shall have the meaning of such terms and phrases as provided in the
      Lease and this Glossary of Defined Terms.


b. “Affiliate”
      shall mean a person or party who or which controls, is controlled by or is
      under
      common control with, another person or party.


c. “Building”
      shall mean that certain office building and parking areas constructed on the
      Land, the street address of which is 9350 South 150 East, Sandy, Utah 84070.
      The
      term “Building” shall include, without limitation, all fixtures and
      appurtenances in and to the aforesaid structure, including specifically but
      without limitation all above-grade walkways and all electrical, mechanical,
      plumbing, security, elevator, boiler, HVAC, telephone, water, gas, storm sewer,
      sanitary sewer and all other utility systems and connections, all life support
      systems, sprinklers, smoke detection and other fire protection systems, and
      all
      equipment, machinery, shafts, flues, piping, wiring, ducts, duct work, panels,
      instrumentation and other appurtenances relating thereto.


d. “Building
      Operating Hours” shall mean 6:30 a.m. to 6:30 p.m. Monday through Friday,
      exclusive of Saturdays, Sundays and Holidays. This schedule may change from
      time
      to time after notice is given to Tenant.






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e. “Building
      Standard,” when applied to an item, shall mean such item as has been designated
      by Landlord (orally or in writing) as generally applicable throughout the leased
      portions of the Building, as more fully set forth on Exhibit D-2
      hereto.


f. “Commencement
      Date” shall mean the date of the commencement of the Term as determined pursuant
      to paragraph 6.3.


g. “Common
      Areas” shall mean all areas and facilities within the Complex which have been
      constructed and are being maintained by Landlord for the common, general,
      non-exclusive use of all tenants in the Building, as revised from time to time
      in Landlord’s discretion, and shall include rest rooms, lobbies, corridors,
      service areas, elevators, stairs and stairwells, the Parking Areas, driveways,
      loading areas, ramps, walkways and landscaped areas.


h. “Complex”
      shall mean the Land and all improvements thereon, including the Building and
      the
      Parking Areas, presently being called “Jordan Commons.”


i. “Fiscal
      Year” shall mean each fiscal year (or portion thereof) as designated by
      Landlord, in which any portion of the Lease Term falls, through and including
      the Fiscal Year in which the Lease Term expires. The Fiscal Year currently
      commences on January 1; however, Landlord may change the Fiscal Year at any
      time
      or times.


j. “Force
      Majeure” shall mean the occurrence of any event which hinders, prevents or
      delays the performance by Landlord of any of its obligations hereunder and
      which
      is beyond the reasonable control of Landlord.


k. “Holidays”
      shall mean (a) New Year’s Day, Memorial Day, Independence Day, Labor Day,
      Thanksgiving Day and Christmas Day, (b) other days on which national or state
      banks located in the State of Utah must or may close for ordinary operations,
      and (c) other days which are commonly observed as Holidays by the majority
      of
      tenants of the Building. If the Holiday occurs on a Saturday or Sunday, the
      Friday preceding or the Monday following may, at Landlord's discretion, be
      observed as a Holiday.







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l. “HVAC”
      shall mean the heating, ventilation and air conditioning systems in the
      Building.


m. “Impositions”
      shall mean (a) all real estate, personal property, rental, water, sewer,
      transit, use, occupancy and other taxes, assessments, charges, excises and
      levies (including any interest, costs or penalties with respect thereto),
      general and special, ordinary and extraordinary, foreseen and unforeseen, of
      any
      kind and nature whatsoever which are assessed, levied, charged or imposed upon
      or with respect to the Complex, or any portion thereof, or the sidewalks,
      streets or alleyways adjacent thereto, or the ownership, use, occupancy or
      enjoyment thereof (including but not limited to mortgage taxes and other taxes
      and assessments passed on to Landlord by Landlord’s Mortgagee), and (b) all
      charges for any easement, license, permit or agreement maintained for the
      benefit of the Complex. “Impositions” shall not include income taxes, estate and
      inheritance taxes, excess profit taxes, franchise taxes, taxes imposed on or
      measured by the income of Landlord from the operation of the Complex, and taxes
      imposed on account of the transfer of ownership of the Complex or the Land.
      If
      any or all of the Impositions shall be discontinued and, in substitution
      therefor, taxes assessments, charges, excises or impositions shall be assessed,
      levied, charged or imposed wholly or partially on the Rents received or payable
      hereunder (a “Substitute Imposition”), then the Substitute Imposition shall be
      deemed to be included within the term “Impositions.”


n. “Janitorial
      Service” shall mean the following services:


1.
            Services
                of Elevators, Lobbies and Corridors







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A.
              Daily
                  Services:
 (1)
              Empty
                  and clean ashtrays and cigarette
                  urns
 (2)
              Clean
                  and maintain granite floors as
                  needed
 (3)
              Vacuum
                  all carpet. Clean carpet as needed
 (4)
              Clean
                  drinking fountain tops, sides and
                  fronts
 (5)
              Clean
                  lights, vents, directional signs and glass on
                  doors
 
 B.
              Weekly
                  Services:
 (1)
              Clean
                  outside of flowerpots and
                  furnishings
 (2)
              Clean
                  skylights
 
 C.
              Elevators
                  Inside:
 (1)
              Vacuum
                  daily
 (2)
              Keep
                  elevator thresholds clean
 (3)
              Clean
                  light covers as needed
 (4)
              Clean
                  metal around buttons as needed
 (5)
              Clean
                  walls and doors as needed
 (6)
              Clean
                  and maintain granite floors as
                  needed
 (7)
              Repair
                  damage to walls as needed
 
 2.
              Office
                  Areas
 
 A.
              Daily
                  Services:
 (1)
              Empty
                  all trashcans and deliver to designated
                  area
 (2)
              Empty
                  and clean ashtrays and cigarette
                  urns
 (3)
              Mop
                  all spills on resilient floors
 (4)
              Vacuum
                  all carpets
 (5)
              Vacuum
                  the edges of the carpet as needed.
 (6)
              Clean
                  partitions, partition glass, doors and casings, electric cover
                  plates,
                  kick plates and push plates on
                  doors
 (7)
              Clean
                  sinks, tables, counters, cupboard fronts, walls, lights, vents,
                  etc.
 (8)
              Clean
                  all trash cans as needed
 (9)
              Clean
                  all drinking fountains
 
 B.
              Monthly
                  Services:
 (1)
              Clean
                  desk plastic as needed
 (2)
              Vacuum
                  under floor plastic as needed
 (3)
              Dust
                  all light fixtures
 (4)
              Dust
                  shades
 (5)
              Vacuum
                  drapes as they hang on rod (do not remove
                  drapes)
 (6)
              Vacuum
                  all grillwork
 (7)
              Damp
                  mop stairwells
 (8)
              Dust
                  all desktops
 Page
              4 of
              36
 (9)
              Dust
                  all horizontal surfaces, shelves, molding and air
                  ducts
 (10)
              Clean
                  coat racks, chairs, cupboard fronts, bookcases, tables, files,
                  countertops, etc.
 
 3.
              Restroom
                  Services
 
 A.
              Daily
                  Services:
 (1)
              Empty
                  and remove trash
 (2)
              Replenish
                  supplies (towels, toilet paper, soap,
                  bags)
 (3)
              Mop
                  floor with a germicidal cleaner, including toilet and urinal
                  surfaces
 (4)
              Clean
                  furniture as needed
 (5)
              Clean
                  all horizontal surfaces with disinfectant strength germicidal
                  cleansers
 (6)
              Clean
                  walls as needed
 (7)
              Clean
                  mirrors
 
 B.
              Monthly
                  Services:
 (1)
              Clean
                  vents and light covers
 
 4.
              Stairways
                  and Corridors Leading to Stairways
 
 A.
              Daily
                  and/or as needed services:
 (1)
              Remove
                  trash
 (2)
              Mop
                  floors and/or vacuum carpet
 (3)
              Clean
                  glass in doors, door jams, thresholds, baseboards, steps, step
                  fronts,
                  handrails, I-beams
 
 B.
              Bi-yearly
                  Services:
 (1)
              Wash
                  all walls
 
 5.
              Windows
 
 A.
              Inside
                  Windows:
 (1)
              Clean
                  inside windows every one hundred twenty (120) days (March, July
                  and
                  October)
 
 B.
              Outside
                  Windows:
 (1)
              Clean
                  outside windows every one hundred twenty (120) days (March, July
                  and
                  October)
 
 6.
              Extra
                  Cleaning Costs to the Tenant
  Page
            5 of
            36
 
 A.
              For
                  special cleaning services required by Tenant and not covered in
                  the Lease,
                  Tenant will have the right to solicit desired extraordinary services
                  from
                  the existing cleaning contractor at its own expense, i.e. cleaning
                  of
                  upholstery, carpet cleaning more often than every three weeks,
                  vinyl floor
                  stripping, waxing and polishing, cleaning of artwork and displays,
                  etc.
                  Tenant required cleaning will be paid by Tenant as the Tenant requests
                  this service.
 
 B.
              Many
                  wall coverings require very special attention to maintain in an
                  attractive
                  manner. Tenants should be careful to choose wall coverings that
                  tend to
                  not show the dirt, are reasonably maintainable and resist hand
                  and scuff
                  marks. Wall coverings, which in Landlord’s opinion will have to be
                  maintained by wall covering cleaning professionals, will be cleaned
                  by
                  Tenant’s request and expense.
 
 7.
              Miscellaneous
 
 The
        main
        lobby area, entryways into the building and courtyard will be maintained
        in
        keeping with a “Class A” Office Building on a daily basis (Monday through
        Friday). The basement lobby area and hallways will be kept clean and neat
        on a
        daily basis (Monday through Friday). Landscaping areas will be maintained
        and
        manicured as is appropriate for the particular growing season.
 
 If
        Landlord’s cleaning services are deemed unsatisfactory, Tenant will notify the
        Landlord in writing. Landlord shall have sixty (60) days to correct any
        deficiency, and if at the end of the sixty (60) day period Tenant is not
        satisfied, then Tenant shall have the right to directly contract with a cleaning
        contractor to provide cleaning services for its own space. Following the
        end of
        the sixty (60) day period aforesaid, Tenant shall give Landlord an additional
        forty-five (45) days advance written notice of the date Landlord’s contractor is
        to terminate service. If Tenant contracts independently for cleaning services,
        it will receive an appropriate credit to its proportionate share of operating
        expenses. If after six (6) months Landlord is dissatisfied with the cleaning
        services Tenant has contracted for, Landlord and Tenant will mutually select
        a
        third cleaning service.
 o. “Land”
        shall mean the real property on which the Building is constructed and which
        is
        further described in Exhibit E hereto.







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p. “Landlord’s
      Consent” or “Landlord’s Approval,” as used in this Agreement, shall mean the
      prior written consent or written approval of Landlord to the particular item
      or
      request. Where provided in the Lease, the Landlord’s consent or approval shall
      be determined in Landlord’s sole discretion, but shall otherwise not be
      unreasonably withheld.


q. “Landlord’s
      Mortgagee” shall mean the mortgagee of any mortgage, the beneficiary of any deed
      of trust, the pledgee of any pledge, the secured party of any security interest,
      the assignee of any assignment and the transferee of any other instrument of
      transfer (including the ground lessor of any ground lease on the Land) now
      or
      hereafter in existence on all or any portion of the Complex, and their
      successors, assigns and purchasers. “Mortgage” shall mean any such mortgage,
      deed of trust, pledge, security agreement, assignment or transfer instrument,
      including all renewals, extensions and rearrangements thereof and of all debts
      secured thereby.


r. “Legal
      Requirements” shall mean any and all (a) judicial decisions, orders,
      injunctions, writs, statutes, rulings, rules, regulations, promulgations,
      directives, permits, certificates or ordinances of any governmental authority
      in
      any way applicable to Tenant or the Complex, including but not limited to the
      Rules and Regulations, zoning, environmental and utility conservation matters,
      (b) requirements imposed on Landlord by any Landlord’s Mortgagee, (c) insurance
      requirements, and (d) other documents, instruments or agreements (written or
      oral) relating to the Complex or by which the Complex may be bound or
      encumbered.


s. “Parking
      Area” shall mean (a) any parking lot or facility adjacent to or in the Complex
      servicing the Building, and (b) any parking area, open or covered, leased by
      Landlord to service the Building.







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t. “Permitted
      Use” means lawful, general business office purposes only, and no other purpose,
      in strict compliance with the Rules and Regulations from time to time in effect
      and all other Legal Requirements.


u. “Premises”
      shall mean the area leased by Tenant pursuant to this Lease as outlined on
      the
      floor plan drawing attached hereto as Exhibit B and all other space added to
      the
      Premises pursuant to the terms of this Lease. The Premises includes the space
      between the top surface of the floor slab of the outlined area and the finished
      surface of the ceiling immediately above.


v. “Rent”
      shall mean Base Rent, Additional Rent, any parking charge assessed pursuant
      to
      paragraph 5.5 and all other amounts provided for under this Lease to be paid
      by
      Tenant, whether as Additional Rent or otherwise. “Base Rent” shall mean the base
      rent specified in paragraph 5.1 as adjusted in accordance with paragraph 5.2.
      “Base Rent Adjustment” shall mean the increase in the annual Base Rent as set
      forth in paragraph 5.2. “Additional Rent” shall mean the additional rent
      specified in paragraph 5.3.


w. “Rentable
      Area” shall mean useable areas of the Premises and the areas used in common with
      other tenants on the floor and/or in the Building as stated in Section “A” of
      the Summary of Basic Lease Information.


x. “Rules
      and Regulations” shall mean the rules and regulations governing the Complex
      promulgated by Landlord from time to time. The current Rules and Regulations
      maintained by Landlord are attached as Exhibit C hereto.


y. “Security
      Deposit” means the amount stated in Section “E” of the Summary of Basic Lease
      Information.







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z. “Taking”
      or “Taken” shall mean the actual or constructive condemnation, or the actual or
      constructive acquisition by or under threat of condemnation, eminent domain
      or
      similar proceeding, by or at the direction of any governmental authority or
      agency.


aa. “Tenant’s
      Share” shall mean the percentage of Operating Expenses allocated to Tenant in
      accordance with the provisions of the Lease. “Tenant’s Share” may be adjusted by
      Landlord from time to time to reflect adjustments to the then current Rentable
      Area of the Building or the Premises. Landlord and Tenant stipulate that
“Tenant’s Share” shall initially mean the percentage stated in Section “D” of
      the Summary of Basic Lease Information.


bb. “Transfer”
      shall mean (a) an assignment (direct or indirect, absolute or conditional,
      by
      operation of law or otherwise) by Tenant of all or any portion of Tenant’s
      interest in this Lease or the leasehold estate created hereby, (b) a sublease
      of
      all or any portion of the Premises, or (c) the grant or conveyance by Tenant
      of
      any concession or license within the Premises. If Tenant is a corporation,
      then
      any Transfer of this Lease by merger, consolidation or dissolution, or by any
      change in ownership or power to vote a majority of the voting stock (being
      the
      shares of stock regularly entitled to vote for the election of directors) in
      Tenant outstanding at the time or execution of this Lease shall constitute
      a
      Transfer. If Tenant is a partnership having one or more corporations as general
      partners, the preceding sentence shall apply to each corporation as if the
      corporation alone had been the Tenant hereunder. If Tenant is a general or
      limited partnership, limited liability company, joint venture or other form
      of
      association, the Transfer of a majority of the ownership interests therein
      shall
      constitute a Transfer. “Transferee” shall mean the assignee, sublessee, pledgee,
      concessionaire, licensee or other transferee of all or any portion of Tenant’s
      interest in this Lease, the leasehold estate created hereby or the
      Premises.


cc. “Useable
        Area” shall mean the area of the Premises used exclusively by the Tenant and as
        stated in Section “A” of the Summary of Basic Lease
        Information.




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          36




**EXHIBIT
        “A-1”**
 
 Additional
        Rent Allocation Examples
 
 
 The
        following are examples of how allocation of additional rent will be applied
        under section 5.4.1 of the lease. All dollar amounts and percentages are
        strictly for illustration purposes.
 
 5.4.1
        (b)
        Insurance Premiums. If the Complex obtains property and casualty insurance
        in
        the amount of $100 million at a cost of $100,000 per year, allocations would
        be
        as follows:
 
 Entity
              Insurable
                  Risk
              %
                  of Risk
              Cost
                  to EntityBuilding
              33,838,000
              24.17%
              $33,838Theatres
              77,588,000
              55.42%
              $77,588Mayan
              13,706,000
              9.79%
              $13,706Restaurants
              14,868,000
              10.62%
              $14,868Total
              140,000,000
              100%
              $140,000
 
 The
        pro-share is calculated as follows: (Entity percentage of risk = Entity
        Pro-share x
 Complex
        Cost = Entity Pro-share of Cost).
 
 5.4.1(e)
        Snow Removal, Landscaping, Etc. If the Complex cost of items under this section
        equals $100,000, each entity within the complex shall pay its proportionate
        share of the Complex cost as follows:
 
 Entity
              Pro-share
                  of Complex Sq. Ft.
              Pro-share
                  costBuilding
              24.17%
              $24,170Theatres
              55.42%
              $55,420Mayan
              9.79%
              $
                  9,790Restaurants
              10.62%
              $10,620Total
              100%
              $100,000
 
 The
        pro-share is calculated as follows: (Entity floor plate + Parking Lot,
        Landscape, Sidewalks & Plaza sq. ft. %/Complex total square footage of the
        same = Entity Pro-share x Complex Cost = Entity Pro-share of Cost).
 
 5.4.1
        (l)
        Parking. If the Complex cost of parking maintenance under this section equals
        $100,000, each entity within the complex shall pay its proportionate share
        of
        the Complex cost as follows:
 
 Entity
              Parking
                  Stalls
              %
                  of Total
              Cost
                  to EntityBuilding
              813
              33.36%
              $33,360Theatres
              1,204
              50.02%
              $50,020Mayan
              200
              8.31%
              $
                  8,310Restaurants
              200
              8.31%
              $
                  8,310Total
              2,417
              100%
              $100,000
 
 The
        pro-share is calculated as follows: (Entity required parking stalls/Complex
        total parking stalls = Entity Pro-share x Complex Cost = Entity Pro-share
        of
        Cost).
  Page
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            35
  EXHIBIT
        B
  PREMISES
  SUITE
        840, EIGHTH FLOOR
 
 
 
   Page
            11 of
            35


EXHIBIT
      C


RULES
      AND
      REGULATIONS


Tenant
      shall comply with the following Rules and Regulations. Landlord shall not be
      responsible to Tenant for the nonperformance of any of these Rules and
      Regulations by Tenant, any other tenant, or any visitor, licensee, agent, or
      other person or entity.


1. Security;
      Admission to Building and Complex. Landlord may from time to time adopt
      appropriate systems and procedures for the security or safety of the Building
      or
      Complex, any persons occupying, using or entering the Building or Complex,
      or
      any equipment, finishings, or contents of the Building or Complex, and each
      tenant shall comply with such systems and procedures. Landlord shall in no
      case
      be liable for damages for any error with regard to the admission to or exclusion
      from the Building or Complex of any person. In the event of an invasion, mob,
      riot, public excitement or other commotion, Landlord reserves the right to
      prevent access to the Building during the continuance of the same by closing
      of
      the doors of the Building or any other reasonable method, for the safety of
      the
      tenants and protection of the Building and property in the
      Building.


2. Conduct
      and Exclusion or Expulsion. Tenant’s employees, visitors and licensees shall not
      loiter in or interfere with the use of the Parking Areas or the Complex’s
      driveway, nor consume alcohol in the Common Areas of the Building, Complex
      or
      the Parking Areas. The sidewalks, halls, passages, exits, entrances, elevators
      and stairways of the Building will not be obstructed by any tenant or used
      by
      any of them for any purpose other than for ingress to and egress from their
      respective premises. The halls, passages, exits, entrances, elevators and
      stairways are not for the general public, and Landlord may control and prevent
      access to them by all persons whose presence, in the reasonable judgment of
      Landlord, would be prejudicial to the safety, character, reputation and
      interests of the Building and its tenants. In determining whether access will
      be
      denied, Landlord may consider attire worn by a person and its appropriateness
      for an office building, whether shoes are being worn, use of profanity, either
      verbally or on clothing, actions of a person (including without limitation
      spitting, verbal abusiveness, and the like), and such other matters as Landlord
      may reasonably consider appropriate.







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3. Signs,
      Notices and Decorations. No sign, placard, picture, decoration, name,
      advertisement or notice (collectively “Material”) visible from the exterior of
      any tenant’s premises shall be inscribed, painted, affixed or otherwise
      displayed by any tenant on any part of the Building without the prior written
      consent of Landlord. All approved signs or lettering will be printed, painted,
      affixed or inscribed at the expense of the tenant desiring such by a person
      approved by Landlord. Material visible from outside the Building will not be
      permitted. Landlord may remove such Material without any liability, and may
      charge the expense incurred by such removal to the tenant in question.


4. Curtains
      and Decorations. No awnings, curtains, draperies, blinds, shutters, shades,
      screens or other coverings, hangings or decorations will be attached to, hung
      or
      placed in, or used in connection with any window of the Building or any tenant’s
      premises without Landlord’s prior written consent.


5. Non-Obstruction
      of Light. The sashes, sash doors, skylights, windows, heating, ventilating
      and
      air conditioning vents and doors that reflect or admit light and air into the
      halls, passageways, tenant premises or other public places in the Building
      shall
      not be covered or obstructed by any tenant, nor will any bottles, parcels or
      other articles or decorations be placed on any window sills.







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6. Showcases.
      No showcases or other articles will be put in front of or affixed to any part
      of
      the exterior of the Building, nor placed in the public halls, corridors or
      vestibules without the prior written consent of Landlord.


7. Cooking:
      Use of Premises for Improper Purposes. No tenant will permit its premises to
      be
      used for lodging or sleeping. No cooking will be done or permitted by any tenant
      on its premises, except in areas of the premises which are specially provided
      in
      working drawings approved by Landlord, and each such use must be in accordance
      with all applicable federal, state and city laws, codes, ordinances, rules
      and
      regulations. Microwave ovens and other Underwriters’ Laboratory (UL) approved
      equipment may be used in the tenant’s premises for heating food and brewing
      coffee, tea and similar beverages for employees and visitors. The tenant’s
      premises shall not be used for the storage of merchandise or for any improper,
      reasonably objectionable or immoral purpose.


8. Janitorial
      Service. No tenant will employ any person or persons other than the cleaning
      service of Landlord for the purpose of cleaning the tenant’s premises, unless
      otherwise agreed by Landlord in writing. If any tenant’s actions result in any
      increased expense for any required cleaning, Landlord may assess such tenant
      for
      such expenses. Janitorial service will not be furnished to offices on nights
      the
      offices are occupied after business hours unless, by prior written agreement
      of
      Landlord, service is extended to a later hour for specifically designated
      offices.







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9. Use
      of
      Restrooms. The toilets, urinals, wash bowls and other plumbing fixtures will
      not
      be used for any purposes other than those for which they were constructed,
      and
      no sweepings, rubbish, rags or other foreign substances will be placed in them.
      All damages resulting from any misuse of such fixtures will be borne by the
      tenant who, or whose servants, employees, agents, visitors or licensees, have
      caused the damage.


10. Defacement
      of Premises or Building. No tenant will deface any part of the tenant’s premises
      or the Building. Without the prior written consent of Landlord, no tenant will
      lay linoleum or other similar floor covering so that it comes in direct contact
      with the floor of such tenant’s premises. If linoleum or other similar floor
      covering is to be used, an interlining of builder’s deadening felt will be first
      affixed to the floor by a paste or other material soluble in water. The use
      of
      cement or other similar adhesive material is expressly prohibited. Except as
      permitted by Landlord by prior written consent, no tenant shall mark on, paint
      signs on, cut, drill into, drive nails or screw into, or in any way deface
      the
      walls, ceilings, partitions or floors of the tenant’s premises or of the
      Building, and any defacement, damage or injury directly or indirectly caused
      by
      a tenant shall be paid for by such tenant. Pictures or diplomas shall be hung
      on
      tacks or small nails; tenants shall not use adhesive hooks for such
      purposes.


11. Locks;
      Keys. No tenant will alter, change, replace or re-key any lock or install a
      new
      lock or a knocker on any door of the tenant’s premises. Landlord, its agent or
      employee will retain a master key to all door locks on the tenant’s premises.
      Any new door locks required by a tenant or any change in keying of existing
      locks will be installed or changed by Landlord following such tenant’s written
      request to Landlord and will be at such tenant’s expense. All new locks and
      re-keyed locks will remain operable by Landlord’s master key. Landlord will
      furnish to each tenant, free of charge, two (2) keys to each door lock on its
      premises, and one (1) Building access card (for every 1,000 useable square
      feet), if applicable. Landlord will have the right to collect a reasonable
      charge for additional keys and cards requested by any tenant. Each tenant,
      upon
      termination of its tenancy, will deliver to Landlord all keys and access cards
      for the tenant’s premises and the Building which have been furnished to such
      tenant. Each tenant shall keep the doors of the tenant’s premises closed and
      securely locked when the tenant is not at the tenant’s premises.







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12. Furniture,
      Freight and Equipment. No furniture, freight, packages, merchandise or equipment
      of any kind may be brought into the Building or carried up or down in the
      elevators, except between those hours and in that specific elevator designated
      by Landlord, without prior notice to and consent of Landlord. Landlord may
      at
      any time restrict the elevators and areas of the Building into which deliveries
      or messengers may enter. The elevator designated for freight by Landlord will
      be
      available for use by all tenants in the Building during the hours and pursuant
      to such procedures as Landlord may determine from time to time. The persons
      employed to move a tenant’s equipment, material, furniture or other property in
      or out of the Building must be acceptable to Landlord; such persons must be
      a
      locally recognized professional mover whose primary business is the performing
      of relocation services, and must be bonded and fully insured. A certificate
      or
      other verification of such insurance must be received and approved by Landlord
      prior to the start of any moving operations. Insurance must be sufficient,
      in
      Landlord’s sole opinion, to cover all personal liability, theft or damage to the
      Building, including without limitation floor coverings, doors, walls, elevators,
      stairs, foliage and landscaping. All moving operations will be conducted at
      such
      times and in such a manner as Landlord may direct, and all moving will take
      place during nonbusiness hours unless Landlord otherwise agrees in writing.
      The
      moving tenant shall be responsible for the provision of Building security during
      all moving operations, and shall be liable for all losses and damages sustained
      by any party as a result of the failure to supply adequate security. Landlord
      may prescribe the weight, size and position of all equipment, materials,
      furniture or other property brought into the Building. Heavy objects will,
      if
      considered necessary by Landlord, stand on wood strips of such thickness as
      is
      necessary to distribute the weight properly. Landlord will not be responsible
      for loss of or damage to any such property from any cause, and all damage done
      to the Building by moving or maintaining such property will be repaired at
      the
      expense of the moving or maintaining tenant. Landlord may inspect all such
      property to be brought into the Building and may exclude from the Building
      all
      such property which violates any of these Rules and Regulations or the Lease
      of
      which these Rules and Regulations are a part. Supplies, goods, materials,
      packages, furniture and all other items of every kind delivered to or taken
      from
      a tenant’s premises will be delivered or removed through the entrance and route
      designated by Landlord.







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13. Flammable
      or Combustible Fluids or Materials; Noninterference of Others. No tenant will
      use or keep in the tenant’s premises or the Building any kerosene, gasoline,
      flammable, combustible or explosive fluid or material, or chemical substance
      other than limited quantities of such as is reasonably necessary for the
      operation or maintenance of office equipment or limited quantities of cleaning
      fluids and solvents required in the normal operation of the tenant’s premises.
      Without Landlord’s prior written approval, no tenant will use any method of
      heating or air conditioning other than that supplied by Landlord. No tenant
      shall waste electricity, water or air conditioning and each tenant shall
      cooperate fully with Landlord to insure the most effective operation of the
      Building’s heating and air conditioning system. No tenant will keep any firearms
      within the tenant’s premises. No tenant will use or keep, or permit to be used
      or kept, any foul or noxious gas or substance in the tenant’s premises, or
      permit or suffer the tenant’s premises to be occupied or used in any manner
      offensive or objectionable to Landlord or other occupants of the Building by
      reason of noise, odors or vibrations, nor interfere in any way with other
      tenants or those having business in the Building.







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14. Name
      of
      Building. Landlord may, without notice and without liability to any tenant,
      change the name of the Building.


15. Use
      of
      Building Name or Likeness. Landlord will have the right to prohibit any
      advertising by a tenant mentioning the Building which, in Landlord’s reasonable
      opinion, tends to impair the reputation of the Building or its desirability
      as a
      Building for offices and, upon written notice from Landlord, any such tenant
      will discontinue such advertising.


16. Animals,
      Birds and Vehicles. No tenant will bring any animals or birds into the tenant’s
      premises or the Building, nor will any tenant permit bicycles or other vehicles
      inside or on the sidewalks outside the Building, except in areas designated
      from
      time to time by Landlord for such purposes.


17. Off-Hour
      Access. All persons entering or leaving the Building at any time other than
      the
      Building’s designated business hours shall comply with such off-hour regulations
      as Landlord may establish and modify from time to time. Landlord may limit
      or
      restrict access to the Building during such periods and shall not be liable
      for
      any error with regard to the admission or exclusion of any person.




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18. Disposal
      of Trash. Each tenant will store all its trash and garbage within its premises.
      No material will be placed in the trash boxes or receptacles if such material
      is
      of such nature that it may not be disposed of in the ordinary and customary
      manner of removing and disposing of trash and garbage without being in violation
      of any law or ordinance governing such disposal. All garbage and refuse disposal
      will be made only through entryways and elevators provided for such purposes
      and
      at such times as Landlord may designate. No furniture, appliances, equipment
      or
      flammable products of any type may be disposed of in the Building trash
      receptacles.


19. Disturbance
      of Tenants. Canvassing, peddling, soliciting and distributing of handbills
      or
      any other written materials in the Building or Parking Areas are prohibited,
      and
      each tenant will cooperate to prevent the same.


20. Doors
      to
      Public Corridors. Each tenant shall keep the doors of the tenant’s premises
      closed and locked, and shall shut off all water faucets, water apparatus and
      utilities before the tenant or tenant’s employees leave the tenant’s premises,
      so as to prevent waste or damage; and for any default or carelessness in this
      regard a tenant shall be liable for all injuries sustained by other tenants
      or
      occupants of the Building or by Landlord. On multiple tenancy floors, all
      tenants will keep the doors to the Building corridors closed at all times except
      for ingress and egress.


21. Concessions.
      No tenant shall grant any concessions, licenses or permission for the sale
      or
      taking of orders for food or services or merchandise in the tenant’s premises,
      install or permit the installation or use of any machine or equipment for
      dispensing food or beverage in the Building, nor permit the preparation,
      serving, distribution or delivery of food or beverages in the tenant’s premises,
      without the prior written approval of Landlord and only in compliance with
      arrangements prescribed by Landlord. Only persons approved by Landlord shall
      be
      permitted to serve, distribute or deliver food and beverage within the Building
      or to use the public areas of the Building for such purpose.







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22. Telecommunication
      and Other Wires. No tenant may introduce telecommunication wires or other wires
      into the tenant’s premises without first obtaining Landlord’s approval of the
      method and location of such introduction.


23. Rules
      Changes; Waivers. Landlord reserves the right at any time to change or rescind
      any one or more of these Rules and Regulations or to make any additional
      reasonable Rules and Regulations that, in Landlord’s judgment, may be necessary
      or helpful for the management, safety or cleanliness of each tenant’s premises,
      the Building, or the Complex; the preservation of good order; or the convenience
      of occupants and tenants of the Building or the Complex generally. Landlord
      may
      waive any one or more of these Rules and Regulations for the benefit of any
      particular tenant. No waiver by Landlord shall be construed as a waiver of
      the
      specific or any other Rules and Regulations in favor of any other tenant, and
      no
      waiver shall prevent Landlord from enforcing any or all of these Rules and
      Regulations against a tenant or any other tenant in the future. Each tenant
      shall be considered to have read these Rules and Regulations and to have agreed
      to abide by them as a condition of the tenant’s occupancy of the tenant’s
      premises.

















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EXHIBIT
      D


WORK
      LETTER AGREEMENT


**Intentionally
      Omitted**






































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EXHIBIT
      D-1


PRICING
      AGREEMENT LETTER


**Intentionally
      Omitted**


























































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EXHIBIT
      D-2




BUILDING
      STANDARD FINISHES




1. The
      Building Standard Finishes are the following:





A. FLOOR
      COVERINGS:





1. Building
      elevator lobby on floors three (3) through ten (10) to be a combination of
      carpet (Shaw Contract Flooring 8907E-03) with a stone border (Imperial white
      polished granite) and a four inch (4”) slate wall base (Dal-Tile style and color
      blue slate with natural cleft).





2. Common/shared
      multi-tenant access corridors to be carpet (Shaw Contract Flooring
      8907E-03).





3. Main
      and
      second floor lobbies to be a combination of granite and sandstone. Materials
      are
      as follows:


Imperial White
        Polished Granite - Juperana Bianco, IMG (Dal-Tile)


Absolute
      Black Polished Granite - Dal-Tile


Canyon
      Land Rose Sandstone - Dal-Tile


Café
      Imperial Polished Granite - Dal-Tile





4. Approved
      interior Tenant floor finishes:





a. Carpet
      -
      Tenant shall select the color, manufacturer and style subject to the prior
      written approval of Landlord. Instances where Tenant carpet is juxtaposed to
      Building Standard carpet (noted under item 1) or stone (noted under item 3),
      pattern and color should be complementary.





b. Vinyl
      Composition Tile - Tenant shall select the color and manufacturer subject to
      the
      prior written approval of Landlord. Designated areas such as break rooms, copy
      rooms, file rooms, storage closets, etc.





c. Stone
      or
      Slate - Tenant shall select the color and manufacturer subject to prior written
      approval of Landlord. Instances where Tenant stone or slate is juxtaposed to
      Building Standard carpet (noted under item 1) or stone (noted under item 3),
      should be complementary.





B. WALLS:





1. The
      Building Standard for interior walls shall be five-eighths inch (5/8”) sheetrock
      on metal studs, taped and ready for paint or wall covering. In instances where
      sheetrock is not provided by Landlord, Tenant shall repair vapor barrier prior
      to applying sheetrock.





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2. All
      walls
      originating from exterior windows must be centered on a mullion with finished
      trim or edge at mullion.





3. Moveable
      or de-mountable walls. Tenant shall select the manufacturer and finish subject
      to the prior written approval of Landlord. Item 2 above also
      applies.





C. DOORS/HARDWARE/GLASS:





1. Doors
      shall be twenty (20) minute rated, solid core, rift cut, red oak veneer faced
      to
      match existing core doors. Entry Doors shall be eight feet ten inches (8’10”)
      and Interior Doors shall be eight feet (8’). Doors to meet all applicable
      building codes.





2. Hardware
      shall be a one (1) hour rated assembly to include a closure lock set on hallway
      doors. All other doors to receive passage hardware, Building Standard. Exterior
      doors shall have heavy-duty hardware. All hardware to be of satin chrome
      finish.





3. Door
      frames to be two (2) inch face hollow, metal painted frames; frames must comply
      with U.B.C. requirements for fire rating.





4. Interior
      corridor glass shall be wired, clear. All applications of rated glass put in
      by
      Tenant shall conform to U.B.C. and C.P.S.C. requirements where
      applicable.





D. WINDOW
      COVERINGS: All exterior windows to receive Mechoshade manual window coverings
      in
      1320 Shadow Grey - basket weave, Building Standard color.





E. WALL
      FINISH:





1. All
      Building core walls to receive one coat prime and two coats Sherwin Williams
      1009 LRV 58%, Spacious Gray, in satin finish.





2. Wall
      covering. Tenant shall select the manufacturer and style subject to the prior
      written approval of Landlord.





F. ELECTRICAL:





1. 2’
x
      4’
four-tube, recessed, fluorescent light fixtures with parabolic lens to produce
      a
      lighting level of not less than 75 foot candles lighting at desk
      level.





2. One
      (1)
      telephone outlet per 200 square feet of useable space.





3. One
      (1)
      duplex outlet per 75 square feet of useable space.





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4. One
      (1)
      light switch per 200 square feet of useable space.





G. HVAC:
      Landlord shall provide heating, ventilation and air conditioning on a year
      round
      basis throughout the Premises and common areas. The equipment shall maintain
      a
      uniform indoor temperature of 75 degrees F.D.B. in summer and 72 degrees F.D.B.
      in winter. Temperature control shall be automatic and shall maintain temperature
      set point plus/minus 2 degrees F. AT-Stat control system with no more than
      1,000
      square foot exterior zones and 3,000 square foot interior zones. All systems
      shall conform to local and national codes.





H. CEILING
      TILE: 2’x 2’ acoustical tile “class A” rated ceiling tile from one of the
      following:





1.
            USG
                Interior, Inc. - Mars Clima Plus


92%
      light
      reflectance





2.
            Armstrong
                - Hi-LR Ultima RH90


Item
      1792


89%
      light
      reflectance














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EXHIBIT
      E




LEGAL
      PROPERTY DESCRIPTION





The
      following described real property is located in Sandy, Utah:





BEGINNING
      at a point which is on the Easterly right of way of State Street (U.S. Highway
      89), said point being North 54.76 feet and East 140.23 feet from the Southwest
      corner of Section 6, Township 3 South, Range 1 East, Salt Lake Base and
      Meridian, Salt Lake County, Utah; and running thence North 00° 02’ 40” East
      along said right of way line 824.32 feet to a point on the South line of a
      60.00
      foot street known as 9250 South; thence North 89° 49’ 34” East along said line
      1148.82 feet; thence along the Westerly right of way line of a Utah Transit
      Authority railroad right of way South 03° 18’ 53” West 824.76 feet; thence along
      the Northerly right of way of 9400 South Street (S.R. 209) the following (3)
      three calls; South 89° 35’ 55” West 656.75 feet; South 89° 37’ 28” West 218.55
      feet; North 89° 35’ 38” West 226.49 feet to the point of BEGINNING.


































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EXHIBIT
      F




LEASE
      EXTENSION ADDENDUM




**Intentionally
      Omitted**















































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            27 of
            35





EXHIBIT
      G




STATEMENT
      OF CONFIRMATION AND




ACKNOWLEDGMENT
      OF LEASE COMMENCEMENT DATE




**Intentionally
      Omitted**

































































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          28 of
          35




EXHIBIT
      H


ESTOPPEL
      CERTIFICATE


WHEN
      RECORDED, RETURN TO:








ESTOPPEL
      CERTIFICATE,


SUBORDINATION,
      NON-DISTURBANCE


AND
      ATTORNMENT AGREEMENT


THIS
      AGREEMENT, made and entered into as of the _______ day of ______________, 200_,
      by and between ____________________________, with its principal office at
      ___________________ (“Bank”), JORDAN COMMONS FUNDING, L.L.C., a Utah limited
      liability company, with its principal office at 9350 South 150 East, Suite
      1000,
      Sandy, Utah 84070 (“Landlord”), and ____________________________________, with
      its principal office at ____________________________________
      (“Tenant”).


RECITALS:


A. Tenant
      has by a written lease dated __________________, 200_, and any future amendments
      and extensions approved by the Bank (the “Lease”) leased from Landlord
      commercial office space in the improvements constructed on certain real property
      owned by Landlord located in Sandy, Utah, as more particularly described in
      Exhibit “B” attached to and incorporated in this Agreement by reference (the
“Premises”).


B. Landlord
      has executed in favor of Bank a Deed of Trust which encumbers the Premises
      as
      security for a loan from Bank to Landlord (the “Deed of Trust”).







Page
          29 of
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C. Tenant,
      Landlord and Bank have agreed to the following with respect to their mutual
      rights and obligation pursuant the Lease and the Deed of Trust.


NOW,
      THEREFORE, for and in consideration of Ten Dollars ($10.00) paid by each party
      to the other good and valuable consideration, the receipt of which is hereby
      acknowledged, Bank, Landlord and Tenant covenant and agree as
      follows:


1. Tenant
      represents to and covenants with the Bank that:


(a) Tenant
      is
      the tenant under the Lease and the same has not been modified, changed, altered,
      or amended in any respect and is the only lease agreement between Tenant and
      Landlord relating to the Premises, and the Lease represents the entire
      understanding between Tenant and Landlord with respect to the
      Premises.


(b) Tenant
      is
      not in default under any provision of the Lease, nor is there any fact or
      condition which, with notice or lapse of time, would constitute a
      default.


(c) The
      Lease
      is in full force and effect, and, except as otherwise provided in the Lease,
      Tenant is not entitled to any lien, credit, offset, or reduction in
      rent.


(d) Tenant’s
      initial monthly installment of rent under the Lease is to be a minimum of $
      ___________.


(e) Except
      for a security deposit of $________________ and prepaid rent in the amount
      of
      $______________, Tenant has no other claim against Landlord for any deposit
      or
      prepaid rent.


(f) Except
      as
      otherwise permitted under the Lease, Tenant has not transferred, hypothecated
      or
      assigned Tenant’s interest under the Lease. Except for assignments or
      sublettings which do not require Landlord’s consent under the Lease, Tenant
      shall not authorize or consent to any assignment or subletting of the Premises
      without the prior written consent of the Bank, which consent of the Bank, which
      consent shall not be unreasonably withheld.







Page
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(g) There
      are
      no actions or proceedings, whether voluntary or otherwise, pending or threatened
      against Tenant under any bankruptcy or insolvency laws or under any other laws
      providing relief to debtors.


(h) To
      the
      best of Tenant’s knowledge, Landlord is not in default in any respect of its
      obligations under the Lease, nor is there any fact or condition which, with
      notice or lapse of time, would constitute a default.


(i) Other
      than the possessory rights arising under the Lease, Tenant has no option to
      purchase the Premises or otherwise acquire title to or an interest in the
      Premises.


(j) Other
      than the assignment to the Bank described herein, Tenant has no knowledge of
      any
      other assignment, hypothecation, mortgage or pledge of Landlord’s interest in
      the Lease or the rents payable thereunder, except as may be disclosed by other
      recorded instruments.


2. Tenant’s
      interest in the Lease and all rights of Tenant thereunder, including any
      purchase option, shall be and are hereby declared subject and subordinate to
      the
      lien and encumbrance of the Deed of Trust. The term “Deed of Trust” as used in
      this Agreement shall also include any amendment, supplement, modification,
      renewal, refinance or replacement thereof.







Page
          31 of
          35





3. In
      the
      event of any foreclosure of the Deed of Trust or any conveyance in lieu of
      foreclosure, provided that the Tenant shall not then be in default beyond any
      grace period under the Lease and that the Lease shall then be in full force
      and
      effect, Bank shall neither terminate the Lease nor join Tenant in foreclosure
      proceedings, nor disturb Tenant’s possession, and the Lease shall continue in
      full force and effect as a direct lease between Tenant and Bank.


4. After
      the
      receipt by Tenant of notice from Bank of any foreclosure of the Deed of Trust
      or
      any conveyance of the Premises in lieu of foreclosure, Tenant will thereafter
      attorn to and recognize Bank or any purchaser from Bank at any foreclosure
      sale
      or otherwise as Tenant’s substitute lessor on the terms and conditions set forth
      in the Lease.


5. Tenant
      shall not prepay any of the rents under the Lease more than one month in advance
      (except as provided otherwise in the Lease) without the prior written consent
      of
      Bank.


6. In
      no
      event shall Bank be liable for any act or omission of Landlord, nor shall Bank
      be subject to any offsets or deficiencies which Tenant may be entitled to assert
      against Landlord as a result of any act or omission of Landlord occurring prior
      to Bank’s obtaining possession of the Premises.


7. The
      Lease
      may not be terminated (except as permitted in the Lease and except for
      Landlord’s default) without the prior written consent of Bank. No amendment of
      the Lease will be binding on Bank unless consented to by Bank which consent
      shall not be unreasonably withheld.


8. If
      the
      Lease is canceled or terminated for any reason, if any purchase option contained
      in the Lease is exercised, or if Tenant is required to pay to Landlord any
      payment in excess of one calendar month in advance, including, but not limited
      to, lease termination or purchase option payments, refund of any type,
      prepayments of rents, litigation settlements or settlements of past-due rents
      (all of which shall be referred to herein collectively as “Extraordinary Rental
      Payments”), Landlord and Tenant will notify Bank and Landlord consents to Tenant
      remitting and Tenant agrees to remit any Extraordinary Rental Payments to Bank
      directly and immediately.







Page
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          35





9. This
      Agreement and its terms shall be binding upon and inure to the benefit of Bank,
      Landlord, Tenant and their respective successors and assigns, including, without
      limitation, any purchaser at any foreclosure sale.


10. This
      Agreement may be executed in counterparts, each of which shall be deemed to
      be
      an original, and such counterparts when taken together, shall constitute but
      one
      agreement.































Page
          33 of
          35







DATED
      effective as of the date first above written.


BANK:___________________________________By:_________________________________LANDLORD:JORDAN
                COMMONS FUNDING, L.L.C.By:________________________________Operating
                ManagerTENANT:___________________________________By_________________________________








STATE
                OF UTAH
            ):
                ss.COUNTY
                OF SALT LAKE
            )





The
      foregoing instrument was acknowledged before me this _________ day of
      _______________, 200_, by ________________________________, who is a
      _____________________ of ________________________.








__________________________________NOTARY
                PUBLICResiding
                at Salt Lake County, Utah














STATE
                OF UTAH
            ):
                ss.COUNTY
                OF SALT LAKE
            )








Page
          34 of
          35






The
      foregoing instrument was acknowledged before me this _________ day of
      _______________, 200_, by ________________________________, who is a
      _____________________ of ________________________.








_______________________________________NOTARY
                PUBLICResiding
                at Salt Lake County, Utah























STATE
                OF UTAH
            ):
                ss.COUNTY
                OF SALT LAKE
            )





The
      foregoing instrument was acknowledged before me this _________ day of
      _______________, 200_, by ________________________________, who is a
      _____________________ of ________________________.











_______________________________________NOTARY
                PUBLICResiding
                at Salt Lake County, Utah













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