Indenture of Lease dated as of August 31, 2001



 Exhibit 10.5 
  
 THIS INDENTURE OF LEASE entered into this 31st day of August, 2001, between A&A Properties, N.W., L.L.C. hereinafter called the lessor, and Sitewise Marketing, Inc., D.B.A. Traffic Leader, hereinafter called the lessee, 
  
 Witnesseth: In consideration of the covenants herein, the lessor hereby
leases unto the lessee those certain premises, as is, situated in the City of Eugene, County of Lane and State of Oregon, hereinafter called the premises, described as follows: 
  
 Approximately 4,000 square feet of office space located at 2896 Crescent Drive, Eugene, Oregon, Suite 101 97408 (Exhibit A)

  
 Landlord shall pay for the tenant improvements to the subject
space as per McIntyre’s— bid, not to exceed $81,468.20 (Exhibit B) 
  
 Internet Enabled T-l via Ethernet to be provided during the 3 year term as long as IP Services has internet at the facility. Tenant shall abide by A.C.C. Use Policy of the internet (Exhibit C) 
  
 Tenant shall have the right to 12 parking spaces 
  
 To Have and to Hold the premises commencing with the lst day of November, 2001 and ending at midnight on the 31st day of October, 2004, for a rental of $192,074.40 for the whole term, which lessee agrees to pay at 875 Wilson, Suite C, City of Eugene, State of Oregon, at
the following times and in the following amounts, to-wit: 
  
 Rental Shall be $5,180 per month payable monthly in advance for the period of November 1,2001 through October 31,2002 
  
 Rental shall be $5,335.40 Per month for the period of November 1,2002 through October, 31 2003. 
  
 Rental shall be $5,495.46 per month for the period of November 1,2003 through
October 31,2004 
  
 It is understood and agreed that first and
last month’s rent has been paid in the amount of $10,675.46 which represents rent for November 2001 and October 2004. 
  
 Rent shall commence on the Monday following the issuance of an occupancy permit. 
  
 In consideration of the leasing of the premises and of the mutual agreements herein contained, the parties agree as follows:

  

	Lessee’s Acceptance Of lease	 	 (1)    The lessee accepts this letting and agree to pay to the order of the lessor the monthly rentals above
stated for the full term of this lease, in advance, at the times and in the manner aforesaid.

		
	Use of Premises	 	 (2a)  The lessee shall use the premises during the term of this lease for the conduct of the following business: General
Office Purposes


  









 (2b) The lessee will not make any unlawful improper or offensive use of the premises; the lessee will not
suffer any strip or waste thereof; the lessee will not permit any objectionable noise or odor to escape or to be emitted from the premises or do anything or permit anything to be done upon or about the premises in any way tending to create a
nuisance; the lessee will not sell or permit to be sold any product, substance or service upon or about the premises, excepting such as lessee may be licensed by law to sell and as may be herein expressly permitted. 
  
 (2c) The lessee will not allow the premises at any time to fall into such a
state of repair or disorder as to increase the fire hazard thereon; the lessee will not install any power machinery on the premises except under the supervision and with written consent of the lessor; the lessee will not store gasoline or other
highly combustible materials on the premises at any time; the lessee will not use the premises in such a way or for such a purpose that the fire insurance rate on the improvements on the premises is thereby increased or that would prevent the lessor
from taking advantage of any rulings of any agency of the state in which the premises are situated, or which would allow the lessor to obtain reduced premium rates for long term fire insurance policies. 
  
 (2d) The lessee shall comply at lessee’s own expense with all laws and
regulations of any municipal, county, state, federal or other public authority respecting the use of the premises. These include, without limitation, all laws, regulations and ordinances pertaining to air and water quality, Hazardous Material as
herein defined, waste disposal, air emissions, and other environmental matters. As used herein, Hazardous Materials means any hazardous or toxic substance, material, or waste, including but not limited to those substances, materials, and waste
listed in the U.S. Department of Transportation Hazardous Materials Table or by the U.S. Environmental Protection Agency as hazardous substances and amendments thereto, petroleum products, or such other substances, materials, and waste that are or
become regulated under any applicable local, state, or federal law. 
  
 (2e) The lessee shall regularly occupy and use the premises for the conduct of lessee’s business, and shall not abandon or vacate the premises for more than ten days without written approval of lessor. 
  
 (2f) Lessee shall not cause or permit any Hazardous Material to be brought
upon, kept or used in or about the premises by lessee, its agents, employees, contractors, or invitees without the prior written consent of lessor, which consent will not be unreasonably withheld so long as lessee demonstrates to lessor’s
reasonable satisfaction that such Hazardous Material is necessary or useful to lessee’s business and will be used, kept and stored in a manner that will comply at all times with all laws regulating any such Hazardous material so brought upon or
used or kept on or about the premises. 
  
 UTILITIES 
  
 (3) The lessor shall pay for all heat,
light, water, and other services or utilities used in the premises during the term of this lease. 
  
 REPAIRS AND IMPROVEMENTS 
  
 (4a) The lessor shall not be required to make any repairs, alterations, additions or improvements to or upon the premises during the term of this lease,
except only those hereinafter specifically provided for; the lessee hereby agrees to maintain and keep the premises, including all interior walls and doors, heating, ventilating and cooling systems, interior wiring, plumbing and drain pipes to
sewers or septic tank, in good order and repair during the entire term of this lease, at lessee’s own cost and expense, and to replace all glass which may be broken or damaged during the term hereof in the windows and doors of the premises with
glass as of good or better quality as that now is use; it is further agreed that the lessee will make no alterations, additions or improvements to or upon the premises without the written consent of the lessor first being obtained. 
  
 (4b) The lessor agrees to make all necessary structural repairs to the
building, including exterior walls, foundation, roof, gutters and downspouts, and the abutting sidewalks. The lessor reserves and at any and all times shall have the right to alter, repair or improve the building of which the premises are a part, or
to add thereto, and for that purpose at any time may erect scaffolding and all other necessary structures about and upon the premises and lessor and lessor’s representatives, contractors, and workers for that purpose may enter in or about the
premises with such materials as lessor may deem necessary therefore, and lessee waives any claim to damages, including loss of business resulting therefrom. 
  
 LESSOR’S RIGHT OF ENTRY 
  
 (5) It shall be unlawful for the lessor, the lessor’s agents and representatives, at any reasonable time to enter into or upon the premises for the
examining into the condition thereof, or for any other lawful purpose 
  









 RIGHT OF ASSIGNMENT 
  
 (6) The lessee will not assign, transfer, pledge, hypothecate, surrender or dispose of this lease, or any interest herein,
sublet, or permit any other person or persons whomsoever to occupy the premises without the written consent of the lessor Being first obtained in writing; this lease is personal to lessee; lessee’s interest, in whole or in part, cannot be sold,
assigned, transferred, seized or taken by operation at law, or under or by virtue of any execution or legal process, attachment or proceedings instituted against the lessee, or under or by virtue of any bankruptcy or insolvency proceedings had in
regard to the lessee, or in any other manner, except as above mentioned. 
  
 LIENS 
  
 (7) The lessee will not
permit any lien of any kind, type or description to be placed or imposed upon the improvements in Which the premises are situated, or any part thereof, or the land on which they stand. 
  
 ICE, SNOW, DEBRIS 
  

(8) If the premises are located at street level, then at all times lessee shall keep the sidewalks in front of the premises free and clear of ice, snow
and rubbish, debris and obstruction; and if the lessee occupies the entire building, the lessee will not permit rubbish, debris, ice or snow to accumulate on the roof of the building so as to stop up or obstruct gutters or downspouts or cause damage
to the roof, and will save harmless and protect the lessor against any injury whether to lessor or to lessor’s property or to any other person or property caused by lessee’s failure in that regard. 
  
 OVERLOADING FLOORS 
  
 (9) The lessee will not overload the floors of the premises in such a way as
to cause any undue or serious OF stress or strain upon the building in which the premises are located, or any part thereof, and the lessor shall have the right, at any time, to call upon any competent engineer or architect whom the lessor may
choose, to decide whether or not the floor of the premises, or any part thereof, are being overloaded so as to cause any undue or serious stress or strain on the building, or any part thereof, and the decision of the engineer or architect shall be
final and binding upon the lessee; and in the event that it is the opinion of the engineer or architect that the stress or strain is such as to endanger or injure the building, or any part thereof, then and in that even the lessee agrees immediately
to relieve the stress or strain, either by reinforcing the building or by lightening the load which causes such stress or strain, in a manner satisfactory to the lessor. 
  
 ADVERTISING SIGNS 
  

(10) The lessee will not use the outside walls of the premises, or allow signs or devices of any kind to be attached thereto or suspended therefrom,
for advertising or displaying the name or business of the lessee or for any purpose whatsoever without the written consent of the lessor; however, the lessee may make use of the windows of the premises to display lessee’s name and business when
the workmanship of such signs shall be of good quality and permanent nature; provided further that the lessee may not suspended or place within said windows or paint thereon any banners, signs, sign-boards or other devices in violation of the intent
and meaning of this section. 
  
 LIABILITY
INSURANCE 
  
 (11) At all times during the term hereof, the
lessee will, at the lessee’s own expense, keep in effect and deliver to the lessor liability insurance policies in form, and with an insurer, satisfactory to the lessor. Such policies shall insure both the lessor and the lessee against all
liability for damage to persons or property in, upon, or about the premises. The amount of such insurance shall be not less than $500,000 for injury to one person, not less than $1,000,000, for injuries to all persons arising out of any single
incident, and not less than $1,000,000, for damage to property, or a combined single limit of not less than $2,000,000. It shall be the responsibility of lessor to purchase casualty insurance with extended coverage so as to insure any structure on
the premises against damage caused by fire or the effects of fire (smoke, heat, means of extinguishment, etc.) or any other means of loss. It shall be the responsibility of the lessee to insure all of the lessee’s belongings upon the premises,
of whatsoever nature, against the same. With respect to these policies, lessee shall cause the lessor to be named as an additional insured party. Lessee agrees to and shall indemnify and hold lessor harmless against any and all claims and demands
arising from the negligence of the lessee, lessee’s officers, agents, invitees and / or employees, as well as those arising from lessee’s failure to comply with any covenant of this lease on lessee’s part to be performed, and shall at
lessee’s own expense defend the lessor against any and all suits or actions arising out of such negligence, actual or alleged, and all appeals therefrom and shall satisfy and discharge any judgment which may be awarded against lessor in any
such suit or action. 
  
 FIXTURES 
  
 (12) All partitions, plumbing electrical wiring, additions to or
improvements upon the premises, whether or installed by the lessor or lessee, shall be and become a part of the building in which the premises are located as soon as installed and the property of the lessor unless other wise herein provided.

  
 LIGHT AND AIR 
  
 (13) This lease does not grant any rights of access to light and air over
the premises or adjacent property. 
  
 DAMAGED BY
CASUALTY, FIRE AND DUTY TO REPAIR 
  
 (14) In the event of the
destruction of the improvements in which the premises are located by fire or other casualty, either party hereto may terminate this lease as of the date of fire or casualty, provided, however, that in the event of damage to the improvements by fire
or other casualty to the extent of 50 per cent or more of the sound value thereof; The lessor may or may not elect to repair the same; written notice of lessor’s election shall be given to lessee within fifteen days after the occurrences of the
damage; if notice is not so given, lessor conclusively shall be deemed to have elected not to repair; in the even lessor elects not to repair, then and in that event this lease shall terminate with the date of the damage; but if the improvements in
which 

  









 
the premises are located be but partially destroyed and the damage so occasioned shall not amount the extent indicated above, or if greater than said extent
and lessor elects to repair, as aforesaid. Then the lessor shall repair the same with all convenient speed and repairs, and the lessee hereby agrees to vacate upon request, all or any part thereof which the lessor may require for the purpose of
making necessary repairs, and for the period of time between the day of such damage and until such repairs have been substantially completed there shall be such an abatement of rent as the nature of the injury or damage and its interference with the
occupancy of the premises by the lessee shall warrant; however, if the premises be but slightly injured and the damage so occasioned shall not cause any material interference with the occupation of the premises by lessee, then there shall be no
abatement of rent and the lessor shall repair the damage with all convenient speed. 
  
 WAIVER OF SUBROGATION RIGHTS 
  
 (15) Neither the lessor nor the lessee shall be liable to the other for loss arising out of damage to or destruction of the premises or the building or
improvement of which the premises are a part or with which are or could be included within or they are connected, or the contents of any thereof, when such loss is caused by any of the perils which Insured against by a standard form of fire
insurance with extended coverage, including sprinkler leakage insurance, if any. All such claims caused by the negligence of either lessor or lessee or by any of their respective agents, servants or employees. It is the intention and agreement of
the lessor and the lessee that the rentals reserved by this lease have been fixed in contemplation that both parties shall fully provide their own insurance protection at their own expense, and that both parties shall look to their respective
insurance carriers for reimbursement of any such loss, and further, that the insurance carriers involved shall not be intitled to subrogation under any circumstances against any party this lease. Neither the lessor nor the lessee shall have any
interest or claim in the other’s insurance policy or policies, or the proceeds thereof, unless specifically covered therein as a joint assured. 
  
 EMINENT DOMAIN 
  
 (16) In case of the condemnation or purchase of all or any substantial part of the premises by any public or private corporation with the power of
condemnation this lease may be terminated, effective on the date possession is take by either party hereto on written notice to the other and in that case the lessee shall not be liable for any rent after the termination date. Lessee shall not be
entitled to and hereby expressly waives any right to any part of the condemnation award or purchase price. 
  
 FOR SALE AND FOR RENT SIGNS 
  
 (17) During the period of 90 days prior to the date above fixed for the termination of this lease, the lessor herein may post on the premises or in the
windows thereof signs of moderate size notifying the public that the premises are “for sale” or “for lease” 
  
 DELIVERING UP PREMISES ON TERMINATION 
  
 (18) At the expiration of the lease term or upon any sooner termination thereof, the lessee will quit and deliver up the premises and all future erections
or additions to or upon the same, broom-clean, to the lessor or those having lessor’s estate in the premises, peaceably, quietly, and in as good order and condition, reasonable use and wear thereof, damage by fire, unavoidable casualty and the
elements alone excepted, as the same are not in or hereafter may be put in by the lessor. 
  
 ADDITIONAL COVENANTS OR EXCEPTIONS 
  

	 	(19)	Tenant shall have the right to 12 parking spaces. 

  
 Landlord shall pay for the tenant improvements to the subject space as per McIntyre’s bid, not to exceed $81,468.20. 
  
 Internet Enabled T-1 via Ethernet to be provided during the 3 year term as
long as IP Services has internet at the Facility. Tenant shall abide by A.C.C Use Policy of the internet. 
  
 RENEWAL OPTION 
  
 (20) If the Lease is not in default at the time this option is exercised or at the time the renewal term is to commence, Lessee shall have the option to
renew this Lease for one (1) term of two (2) years, as follows; 
  

	 	(A)	The renewal term shall commence on the day following expiration of this Lease. 

  

	 	(B)	The option may be exercised by written notice by Lessee to Lessor given not less than 60 days prior to the last day of the expiration of the Lease. The giving of such notice shall
be sufficient to make the Lease binding for the renewal term without further act of the parties. Lessor and Lessee shall then be bound to take the steps required in the connection with the determination of rent as specified below.


  

	 	(C)	The terms and conditions of the Lease for the renewal term shall be identical with the original term except for rent and except that Lessee will no longer have any option to renew
this Lease that has been exercised. Rent for the renewal term shall be negotiated by and between the parties. 

  

	 	(D)	 If the parties do not agree on the rent within 30 days after notice of election to renew, the rent shall be determined by a qualified, independent real property
appraiser familiar with commercial rental values in the area. The appraiser shall be chosen by Lessor from a list of not fewer than three (3) such individuals submitted by Lessee. If Lessor does not make a choice within five (5) days after
submission of the list, Lessee may do so. If Lessee does not submit such a list within ten (10) days after written request from Lessor to do so, Lessor may name, as an appraiser, any individual with such qualifications. Within 30 











	 	 
days after the appraiser’s appointment, the appraiser shall return his or her decision, which shall be final and binding upon both parties. The cost for
the appraisal shall be borne equally by both parties. 


  
 ATTACHMENT BANKRUPT DEFAULT 
  
 PROVIDED, ALWAYS, and these presents are upon these conditions, that (1) if the lessee shall be in arrears in the payment of rent for a period of ten days after the same becomes due, or (2) if the lessee shall fail or neglect to perform or
observe any of the covenants and agreements contained herein on lessee’s part to be done, kept, performed and observed and such default shall continue for ten days or more after written notice of such failure or neglect shall be given to lessee
or (3) if the lessee shall be declared bankrupt or insolvent according to law, or (4) if any assignment of lessee’s property shall be made for the benefit of creditors, or (5) If on the expiration of this lease lessee fails to surrender
possession of the premises, the lessor or those having lessor’s estate in the premises, may terminate this lease and, lawfully, at lessor’s option immediately or at any time thereafter, without demand or notice, enter into and upon the
premises and every part thereof and repossess the same, and expel lessee and those claiming by, through and under lessee and remove lessee’s effects at lessee’s expense, forcibly if necessary and store the same, all without being deemed
guilty of trespass and without prejudice to any remedy which otherwise might be used for arrears of rent of preceding breach of covenant. 
  
 Neither the termination of this lease by forfeiture not the taking or recovery of possession of the premises shall deprive lessor any other action, right,
or remedy against lessee for possession, rent or damages, nor shall any omission by lessor to enforce any forfeiture, right or remedy to which lessor may be entitled be deemed a waiver by lessor of the right to enforce the performance of all terms
and conditions of this lease by lessee. 
  
 In the event of any
re-entry by lessor, lessor may lease or relet the premises in whole or part to any tenant or tenants who may be satisfactory to lessor, for any duration, and for the best rent, terms and conditions as lessor may reasonably obtain. Lessor shall apply
the rent received from any such tenant first the cost of retaking and reletting the premises, including remodeling required to obtain any such tenant, and then to any arrears of rent and future rent payable under this lease and any other damage to
which lessor may be entitled hereunder. 
  
 Any property which
lessee leaves on the premises after abandonment or expiration of the lease, or for more than ten days after any termination of the lease by landlord, shall be deemed to have been abandoned, and lessor may remove and sell the property at public or
private sale as lessor sees fit, without being liable for any prosecution therefore or for damages by reason thereof, and the net proceeds of any such sale shall be applied toward the expenses of landlord and rent as aforesaid, and the balance of
such amounts, if any, shall be held for and paid to the lessee. 
  
 HOLDING OVER 
  
 In the event the
lessee for any reason shall hold over after the expiration of this lease, such holding over shall not be deemed to operate as a renewal or extension of this lease, but shall only create a tenancy at sufferance which may be terminated at will at any
time by the lessor. 
  
 ATTORNEY FEES AND COURT
COSTS 
  
 In case suite or action is instituted to enforce
compliance with any of the terms, covenants or conditions of this lease, or to collect the rental which may become due hereunder, or any portion thereof, the losing party agrees to pay the prevailing party’s reasonable attorney fees incurred
throughout such proceeding, including at trial, on appeal and for postjudgement collection. The lessee agrees to pay and discharge all lessor’s costs and expenses, including lessor’s reasonable attorney’s fees that shall arise from
enforcing any provision or covenants of this lease even though no suit or action is Instituted. Should the lessee be or become the debtor in any bankruptcy proceeding, voluntarily, involuntarily, or otherwise, either during the period this lease is
in effect or while there exists any outstanding obligation of the lessee created by this lease in favor of the lessor, the lessee agrees to pay the lessor’s reasonable attorney fees and costs which the lessor may incur as the result of
lessor’s participation in such bankruptcy proceedings. It is understood and agreed by both parties that applicable federal bankruptcy law or rules of procedure may affect, alter, reduce or nullify the attorney fee and cost awards mentioned in
the preceding sentence. 
  
 WAIVER 
  
 Any waiver by the lessor of any breach of any covenant herein contained to
be kept and performed by the lessee shall not be deemed or considered as a continuing waiver, and shall not operate to bar or prevent the lessor from declaring a forfeiture for any succeeding breach, either of the same condition or covenant or
otherwise. 
  
 NOTICES 
  
 Any notice required by the terms of this lease to be given by one party
hereto to the other or desired so to be given, shall be sufficient if in writing, contained in a sealed envelope, and sent first class mail, with postage fully prepaid, and if intended for the lessor herein, then if addressed to the lessor at 875
Wilson St. Suite C, Eugene, Oregon, 97402 and if intended for the lessee, then if addressed to the lessor at 2896 Crescent Drive Eugene, Oregon, 97408 Any such notice shall be deemed conclusively to have been delivered to the addresses forty –
eight hours after the deposit thereof in the U.S. Mail. 
  
 HEIRS AND ASSIGNS 
  
 All rights,
remedies and liabilities herein given to or imposed upon either of the parties hereto shall extend to, inure to the benefit of and bind, as the circumstances may require, the heirs, successors, personal representatives and so far as this lease is
assignable by the terms hereof, to the assigns of such parties. 







 In construing this lease, it is understood that the lessor or the lessee may be more than one person;
that if the context so requires, the singular pronoun shall be taken to mean and include the plural, and that generally all grammatical changes shall be made, assumed and implied to make the provisions hereof apply equally to corporations and to
individuals. 
  
 IN WITNESS WHEREOF, The parties have executed
this lease on the day and year first hereinabove written, any corporation signature being by authority of its Board of Directors. 
  

	Sitewise Marketing Inc. dba Traffic Leader	 	 	 	A & A Properties N.W., L.L.C.
			
	  	 	 	 	/s/    SCOTT ALDRIDGE        
	
	 	 	

	  	 	 	 	MANAGER PARTNER.
	
	 	 	 	 

  

		
	 Guarantors:
	 	/s/    JERRY WIANT,        
	 	

	 	 	President
	 	 	Jerry Wiant
		
	 	 	/s/    BRUCE FABBRI        
	 	

	 	 	Bruce Fabbri

  
 The Publisher strongly recommends that
both the lessor and the lessee become familiar with the Americans with Disabilities Act of 1990, Public Laws 101-336. The Act may Impose certain duties and responsibilities upon either or both parties to this lease. These duties and responsibilities
may include but not limited to the removal of certain architectural barriers and ensuring that disabled persons are not denied the opportunity to benefit from the same goods and services as those available to persons without disabilities. Under the
Act, Prohibition against discrimination applies to any person who is the owner, operator, lessor, or lessee of a place of public accommodation. 







 [GRAPHIC] 
  









 [GRAPHIC] 
  

Waint Design, Inc., an entity wholly-owned by Jerry Waint, subleases the portion of the office space premises outlined above.