10/31/01 MTIG (BY)


CALWEST FORM 8/03


LEASE


CALWEST
INDUSTRIAL HOLDINGS, LLC, a Delaware limited liability Company

Landlord,


and


INTECON,
INC., an Arizona corporation

Tenant






TABLE OF CONTENTS


	
 

	
 

	
 

	
 


	
 

	
 

	
Page 


	
 

	
 

	
 


	
l.

	
USE AND RESTRICTIONS ON USE

	
1

	
 


	
2.

	
TERM

	
1

	
 


	
3.

	
RENT

	
2

	
 


	
4.

	
RENT ADJUSTMENTS

	
2

	
 


	
5.

	
SECURITY DEPOSIT

	
4

	
 


	
6.

	
ALTERATIONS

	
4

	
 


	
7.

	
REPAIR

	
5

	
 


	
8.

	
LIENS

	
6

	
 


	
9.

	
ASSIGNMENT AND SUBLETTING

	
6

	
 


	
10.

	
INDEMNIFICATION

	
7

	
 


	
11.

	
INSURANCE

	
8

	
 


	
12.

	
WAIVER OF SUBROGATION

	
8

	
 


	
13.

	
SERVICES AND UTILITIES

	
8

	
 


	
14.

	
HOLDING OVER

	
9

	
 


	
15.

	
SUBORDINATION

	
9

	
 


	
16.

	
RULES AND REGULATIONS

	
9

	
 


	
17.

	
REENTRY BY LANDLORD

	
9

	
 


	
18.

	
DEFAULT

	
9

	
 


	
19.

	
REMEDIES

	
10

	
 


	
20.

	
TENANT’S BANKRUPTCY OR INSOLVENCY

	
13

	
 


	
21.

	
QUIET ENJOYMENT

	
13

	
 


	
22.

	
CASUALTY

	
13

	
 


	
23.

	
EMINENT DOMAIN

	
14

	
 


	
24.

	
SALE BY LANDLORD

	
15

	
 


	
25.

	
ESTOPPEL CERTIFICATES

	
15

	
 


	
26.

	
SURRENDER OF PREMISES

	
15

	
 


	
27.

	
NOTICES

	
15

	
 


	
28.

	
TAXES PAYABLE BY TENANT

	
16

	
 


	
29.

	
RELOCATION OF TENANT

	
16

	
 


	
30.

	
DEFINED TERMS AND HEADINGS

	
16

	
 


	
31.

	
TENANT’S AUTHORITY

	
16

	
 


	
32.

	
FINANCIAL STATEMENTS AND
  CREDIT REPORTS

	
17

	
 


	
33.

	
COMMISSIONS

	
17

	
 


	
34.

	
TIME AND APPLICABLE LAW

	
17

	
 


	
35.

	
SUCCESSORS AND ASSIGNS

	
17

	
 


	
36.

	
ENTIRE AGREEMENT

	
17

	
 


	
37.

	
EXAMINATION NOT OPTION 

	
17

	
 





i






TABLE OF CONTENTS

(continuation) 


	
 

	
 

	
 


	
 

	
Page 


	
 


	
38.
  RECORDATION

	
17

	
 


	
39.
  LIMITATION OF LANDLORD’S LIABILITY

	
17

	
 


	
EXHIBIT A – FLOOR PLAN
  DEPICTING THE PREMISES

	
 

	
 


	
EXHIBIT A-l – SITE PLAN

	
 

	
 


	
EXHIBIT B – INITIAL
  ALTERATIONS

	
 

	
 


	
EXHIBIT C – COMMENCEMENT
  DATE MEMORANDUM

	
 

	
 


	
EXHIBIT D – RULES AND
  REGULATIONS

	
 

	
 


	
EXHIBIT E – ADDITIONAL
  SURRENDER CONDITIONS

	
 

	
 


	
EXHIBIT F – SIGNAGE
  CRITERIA

	
 

	
 


	
EXHIBIT G – RENEWAL OPTION

	
 

	
 


	
EXHIBIT H – LEASE GUARANTY
  - INDIVIDUAL

	
 

	
 





ii






MULTI-TENANT
INDUSTRIAL GROSS (BASE YEAR) LEASE


REFERENCE PAGES


	
 

	
 


	
BUILDING:

	
Hohokam 10 East Park


	
 

	
 


	
LANDLORD:

	
Calwest Industrial Holdings, LLC a Delaware limited
  liability company


	
 

	
 


	
LANDLORD’S ADDRESS:

	
4050 E. Cotton Center Blvd., #14 Phoenix, Arizona
  85040


	
 

	
 


	
WIRE INSTRUCTIONS AND/OR ADDRESS FOR RENT PAYMENT:

	
Payable to: Calwest Industrial Holdings, LLC
File
  #30025
PO Box 60000 
San Francisco, CA 94160-0001


	
 

	
 


	
LEASE REFERENCE DATE:

	
November 17, 2005


	
 

	
 


	
TENANT:

	
Intecon, Inc., an Arizona corporation


	
 

	
 


	
TENANT’S NOTICE ADDRESS:

	
 


	
 

	
 


	
     (a) As of beginning of
  Term:

	
1215 S. Park Lane, Suites 4 & 5
Tempe, Arizona
  85281


	
 

	
 


	
     (b) Prior to beginning
  of Term (if different):

	
1710 W. 10th Place 
Tempe, Arizona 85281


	
 

	
 


	
PREMISES ADDRESS:
PREMISES RENTABLE AREA:

	
1215 S. Park Lane, Suites 4 & 5 Tempe, Arizona
85281 Approximately 9,176 sq. ft. (for outline of Premises see Exhibit A) 


	
 

	
 


	
USE:

	
Office and warehouse for engineering firm for
  assembly of water monitoring systems for state water systems.


	
 

	
 


	
COMMENCEMENT DATE:

	
February 1, 2006


	
 

	
 


	
EARLY OCCUPANCY:

	
January 15, 2006


	
 

	
 


	
TERM OF LEASE:

	
Approximately five (5) years, three (3) months and
  beginning on the Commencement Date and ending on the Termination Date. [The
  period from the Commencement Date to the last day of the same month is the
  “Commencement Month.”]


	
 

	
 


	
TERMINATION DATE:

	
April 30, 2011


	
 

	
 


	
 

	
[The last day of the sixty-three (63) full calendar
  month after (if the Commencement Month is not a full calendar month), or from
  and including (if the Commencement Month is a full calendar month), the
  Commencement Month]








Initials


iii






ANNUAL RENT and MONTHLY INSTALLMENT OF 

RENT(Article 3):


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
from

	
 

	
through

	
 

	
Footage

	
 

	
Per Square Foot

	
 

	
 

	
 

	
of
  Rent*

	
 


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	
 


	
2/1/2006

	
 

	
 

	
4/30/2006

	
 

	
 

	
9,176

	
 

	
$

	
0.00

	
 

	
$

	
0.00

	
 

	
$

	
0.00

	
 


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	
 


	
5/1/2006

	
 

	
 

	
4/30/2007

	
 

	
 

	
9,176

	
 

	
$

	
8.88

	
 

	
$

	
81,482.88

	
 

	
$

	
6,790.24

	
 


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	
 


	
5/1/2007

	
 

	
 

	
4/30/2008

	
 

	
 

	
9,176

	
 

	
$

	
9.12

	
 

	
$

	
83,685.12

	
 

	
$

	
6,973.76

	
 


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
5/1/2008

	
 

	
 

	
4/30/2009

	
 

	
 

	
9,176

	
 

	
$

	
9.36

	
 

	
$

	
85,887.36

	
 

	
$

	
7,157.28

	
 


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
5/1/2009

	
 

	
 

	
4/30/2010

	
 

	
 

	
9,176

	
 

	
$

	
9.60

	
 

	
$

	
88,089.60

	
 

	
$

	
7,340.80

	
 


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	


	



	
5/1/2010

	
 

	
 

	
4/30/2011

	
 

	
 

	
9,176

	
 

	
$

	
9.84

	
 

	
$

	
90,291.84

	
 

	
$

	
7,524.32

	
 








	
 

	
 


	
* Plus applicable
  sales tax

	
 


	
 


	
BASE YEAR (EXPENSES):

	
2006


	
 


	
BASE YEAR (TAXES):

	
2006


	
 


	
TENANT’S PROPORTIONATE SHARE:

	
3.57%


	
 


	
SECURITY DEPOSIT:

	
$ 8,000.00


	
 


	
ASSIGNMENT/SUBLETTING FEE

	
$1,000.00


	
 


	
REAL ESTATE BROKER DUE COMMISSION:

	
Trammel Crow
  Services/Commercial Properties, Inc.


	
 


	
TENANT’S SIC CODE:

	
3823





          The
Reference Pages information is incorporated into and made a part of the Lease.
In the event of any conflict between any Reference Pages information and the
Lease, the Lease shall control. This Lease includes Exhibits A through H, all
of which are made a part of this Lease.


	
 

	
 


	
LANDLORD:



	
TENANT:


	
CALWEST
  INDUSTRIAL HOLDINGS, LLC

	
INTECON, INC.,


	
a Delaware limited liability
  company

	
an Arizona corporation








	
 

	
 

	
 

	
 

	
 


	
By:

	
RREEF Management Company

	
 

	
 

	
 


	
 

	
a Delaware corporation, its Property Manager

	
 

	
 

	
 


	
By:

	


	
 

	
By:

	



	
 

	


	
 

	
 

	



	
Name:

	
Bret C. Borg, CPM 

	
 

	
Name:

	
Brandon Spiker


	
Title:

	
District Manager

	
 

	
Title:

	
President


	
Dated:

	
1/6/06

	
 

	
Dated:

	
29 JAN 08





iv






LEASE


          By
this Lease Landlord leases to Tenant and Tenant leases from Landlord the
Premises in the Building as set forth and described on the Reference
Pages. The Premises are depicted on the floor plan attached hereto as Exhibit
A, and the Building is depicted on the site plan attached hereto as Exhibit
A-1. The Reference Pages, including all terms defined thereon, are
incorporated as part of this Lease.


1. USE AND RESTRICTIONS
ON USE. 


          1.1 The Premises are to be used solely for
the purposes set forth on the Reference Pages. Tenant shall not do or permit
anything to be done in or about the Premises which will in any way obstruct or
interfere with the rights of other tenants or occupants of the Building or
injure, annoy, or disturb them, or allow the Premises to be used for any
improper, immoral, unlawful, or objectionable purpose, or commit any waste.
Tenant shall not do, permit or suffer in, on, or about the Premises the sale of
any alcoholic liquor without the written consent of Landlord first obtained.
Tenant shall comply with all governmental laws, ordinances and regulations
applicable to the use of the Premises and its occupancy and shall promptly
comply with all governmental orders and directions for the correction,
prevention and abatement of any violations in the Building or appurtenant land,
caused or permitted by, or resulting from the specific use by, Tenant, or in or
upon, or in connection with, the Premises, all at Tenant’s sole expense. Tenant
shall not do or permit anything to be done on or about the Premises or bring or
keep anything into the Premises which will in any way increase the rate or,
invalidate or prevent the procuring of any insurance protecting against loss or
damage to the Building or any of its contents by fire or other casualty or
against liability for damage to property or injury to persons in or about the
Building or any part thereof.


          1.2 Tenant shall not, and shall not
direct, suffer or permit any of its agents, contractors, employees, licensees
or invitees (collectively, the “Tenant Entities”) to at any time handle, use,
manufacture, store or dispose of in or about the Premises or the Building any
(collectively “Hazardous Materials”) flammables, explosives, radioactive materials,
hazardous wastes or materials, toxic wastes or materials, or other similar
substances, petroleum products or derivatives or any substance subject to
regulation by or under any federal, state and local laws and ordinances
relating to the protection of the environment or the keeping, use or
disposition of environmentally hazardous materials, substances, or wastes,
presently in effect or hereafter adopted, all amendments to any of them, and
all rules and regulations issued pursuant to any of such laws or ordinances
(collectively “Environmental Laws”), nor shall Tenant suffer or permit any
Hazardous Materials to be used in any manner not fully in compliance with all
Environmental Laws, in the Premises or the Building and appurtenant land or
allow the environment to become contaminated with any Hazardous Materials.
Notwithstanding the foregoing, Tenant may handle, store, use or dispose of
products containing small quantities of Hazardous Materials (such as aerosol
cans containing insecticides, toner for copiers, paints, paint remover and the
like) to the extent customary and necessary for the use of the Premises for
general office purposes; provided that Tenant shall always handle, store, use,
and dispose of any such Hazardous Materials in a safe and lawful manner and
never allow such Hazardous Materials to contaminate the Premises, Building and
appurtenant land or the environment. Tenant shall protect, defend, indemnify
and hold each and all of the Landlord Entities (as defined in Article 30)
harmless from and against any and all loss, claims, liability or costs
(including court costs and attorney’s fees) incurred by reason of any actual or
asserted failure of Tenant to fully comply with all applicable Environmental
Laws, or the presence, handling, use or disposition in or from the Premises of
any Hazardous Materials by Tenant or any Tenant Entity (even though permissible
under all applicable Environmental Laws or the provisions of this Lease), or by
reason of any actual or asserted failure of Tenant to keep, observe, or perform
any provision of this Section 1.2.


          1.3 Tenant and the Tenant Entities will be
entitled to the non-exclusive use of the common areas of the Building as they
exist from time to time during the Term, including the parking facilities,
subject to Landlord’s rules and regulations regarding such use. However, in no
event will Tenant or the Tenant Entities park more vehicles in the parking
facilities than Tenant’s Proportionate Share of the total parking spaces
available for common use. The foregoing shall not be deemed to provide Tenant
with an exclusive right to any parking spaces or any guaranty of the
availability of any particular parking spaces or any specific number of parking
spaces.


2. TERM.


          2.1 The Term of this Lease shall begin on
the date (“Commencement Date”) which shall be the later of the Scheduled
Commencement Date as shown on the Reference Pages and the date that Landlord
shall tender possession of the Premises to Tenant, and shall terminate on the
date as shown on the Reference Pages (“Termination Date”), unless sooner
terminated by the provisions of this Lease. Landlord shall tender possession of
the Premises with all the work, if any, to be performed by Landlord pursuant to
Exhibit B to this Lease substantially completed. Tenant shall deliver a punch list of items not completed within
thirty (30) days after Landlord tenders possession of the Premises and Landlord
agrees to


1






proceed with due diligence to perform its obligations
regarding such items. Tenant shall, at Landlord’s request, execute and deliver
a memorandum agreement provided by Landlord in the form of Exhibit C
attached hereto, setting forth the actual Commencement Date, Termination Date
and, if necessary, a revised rent schedule. Should Tenant fail to do so within
thirty (30) days after Landlord’s request, the information set forth in such
memorandum provided by Landlord shall be conclusively presumed to be agreed and
correct.


          2.2
Tenant agrees that in the event of the inability of Landlord to deliver
possession of the Premises on the Scheduled Commencement Date for any reason,
Landlord shall not be liable for any damage resulting from such inability, but Tenant shall not be liable for any rent until
the time when Landlord can, after notice to Tenant, deliver possession of the Premises
to Tenant. No such failure to give possession on the Scheduled Commencement
Date shall affect the other obligations of Tenant under this Lease, except that
if Landlord is unable to deliver possession of the Premises within one hundred
twenty (120) days after the Scheduled Commencement Date (other than as a result
of strikes, shortages of materials, holdover tenancies or similar matters
beyond the reasonable control of Landlord and Tenant is notified by Landlord in writing as to such delay), Tenant
shall have the option to terminate this Lease unless said delay is as a result
of: (a) Tenant’s failure to agree to plans and specifications and/or
construction cost estimates or bids; (b) Tenant’s request for materials,
finishes or installations other than Landlord’s standard except those, if any,
that Landlord shall have expressly agreed to furnish without extension of time
agreed by Landlord; (c) Tenant’s change in any plans or specifications; or, (d)
performance or completion by a party employed by Tenant (each of the foregoing,
a “Tenant Delay”). If any delay is the result of a Tenant Delay, the
Commencement Date and the payment of rent under this Lease shall be accelerated
by the number of days of such Tenant Delay.


          2.3
In the event Landlord permits Tenant, or any agent, employee or
contractor of Tenant, to enter, use or occupy the Premises prior to the
Commencement Date, such entry, use or occupancy shall be subject to all the
provisions of this Lease other than the payment of rent, including, without
limitation, Tenant’s compliance with the insurance requirements of Article 11.
Said early possession shall not advance the Termination Date.


3. RENT.


          3.1 Tenant agrees to pay to Landlord the
Annual Rent in effect from time to time by paying the Monthly Installment of
Rent then in effect on or before the first day of each full calendar month
during the Term, except that the first full
month’s rent shall be paid upon the execution of this Lease. The Monthly
Installment of Rent in effect at any time shall be one-twelfth (1/12) of
the Annual Rent in effect at such time. Rent for any period during the Term
which is less than a full month shall be a prorated portion of the Monthly
Installment of Rent based upon the number of days in such month. Said rent
shall be paid to Landlord, without deduction or offset and without notice or
demand, at the Rent Payment Address, as set forth on the Reference Pages, or to
such other person or at such other place as Landlord may from time to time
designate in writing. If an Event of Default occurs, Landlord may require by
notice to Tenant that all subsequent rent payments be made by an automatic
payment from Tenant’s bank account to Landlord’s account, without cost to Landlord.
Tenant must implement such automatic payment system prior to the next scheduled
rent payment or within ten (10) days after Landlord’s notice, whichever is
later. Unless specified in this Lease to the contrary, all amounts and sums
payable by Tenant to Landlord pursuant to this Lease shall be deemed additional
rent.


          3.2
Tenant recognizes that late payment of any rent or other sum due under this
Lease will result in administrative expense to Landlord, the extent of which
additional expense is extremely difficult and economically impractical to
ascertain. Tenant therefore agrees that if rent or any other sum is not paid
when due and payable pursuant to this Lease, a late charge shall be imposed in
an amount equal to the greater of: (a) Fifty Dollars ($50.00), or (b) six
percent (6%) of the unpaid rent or other payment. The amount of the late charge
to be paid by Tenant shall be reassessed and added to Tenant’s obligation for
each successive month until paid. The provisions of this Section 3.2 in no way
relieve Tenant of the obligation to pay rent or other payments on or before the
date on which they are due, nor do the terms of this Section 3.2 in any way
affect Landlord’s remedies pursuant to Article 19 of this Lease in the event
said rent or other payment is unpaid after date due.


4. RENT ADJUSTMENTS.


          4.1 For the purpose of this Article 4, the
following terms are defined as follows:


               4.1.1
Lease Year: Each fiscal year (as determined by Landlord from time to time)
falling partly or wholly within the Term. 


2






               4.1.2
Expenses:
All costs of operation, maintenance, repair, replacement and management of the
Building (including the amount of any credits which Landlord may grant to
particular tenants of the Building in lieu of providing any standard services
or paying any standard costs described in this Section 4.1.2 for similar
tenants), as determined in accordance with generally accepted accounting
principles, including the following costs by way of illustration, but not
limitation: water and sewer charges; insurance charges of or relating to all
insurance policies and endorsements deemed by Landlord to be reasonably
necessary or desirable and relating in any manner to the protection,
preservation, or operation of the Building or any part thereof; utility costs,
including, but not limited to, the cost of heat, light, power, steam, gas;
waste disposal; the cost of janitorial services; the cost of security and alarm
services (including any central station signaling system); costs of cleaning,
repairing, replacing and maintaining the common areas, including parking and
landscaping, window cleaning costs; labor costs; costs and expenses of managing
the Building including management and/or administrative fees; air conditioning
maintenance costs; elevator maintenance fees and supplies; material costs;
equipment costs including the cost of maintenance, repair and service
agreements and rental and leasing costs; purchase costs of equipment; current
rental and leasing costs of items which would be capital items if purchased;
tool costs; licenses, permits and inspection fees; wages and salaries; employee
benefits and payroll taxes; accounting and legal fees; any sales, use or
service taxes incurred in connection therewith. In addition, Landlord shall be
entitled to recover, as additional rent (which, along with any other capital
expenditures constituting Expenses, Landlord may either include in Expenses or
cause to be billed to Tenant along with Expenses and Taxes but as a separate
item), Tenant’s Proportionate Share of: (i) an allocable portion of the cost of
capital improvement items which are reasonably calculated to reduce operating
expenses; (ii) the cost of fire sprinklers and suppression systems and other
life safety systems; and (iii) other capital expenses which are required under
any governmental laws, regulations or ordinances which were not applicable to
the Building at the time it was constructed; but the costs described in this
sentence shall be amortized over the reasonable life of such expenditures in
accordance with such reasonable life and amortization schedules as shall be
determined by Landlord in accordance with generally accepted accounting
principles, with interest on the unamortized amount at one percent (1%) in
excess of the Wall Street Journal prime lending rate announced from time to
time. Expenses shall not include depreciation or amortization of the Building
or equipment in the Building except as provided herein, loan principal
payments, costs of alterations of tenants’ premises, leasing commissions,
interest expenses on long-term borrowings or advertising costs. 


               4.1.3
Taxes: Real estate taxes and any other taxes, charges and assessments
which are levied with respect to the Building or the land appurtenant to the
Building, or with respect to any improvements, fixtures and equipment or other
property of Landlord, real or personal, located in the Building and used in
connection with the operation of the Building and said land, any payments to any
ground lessor in reimbursement of tax payments made by such lessor; and all
fees, expenses and costs incurred by Landlord in investigating, protesting,
contesting or in any Way seeking to reduce or avoid increase in any
assessments, levies or the tax rate pertaining to any Taxes to be paid by
Landlord in any Lease Year. Taxes shall not include any corporate franchise, or
estate, inheritance or net income tax, or tax imposed upon any transfer by
Landlord of its interest in this Lease or the Building or any taxes to be paid
by Tenant pursuant to Article 28. 


          4.2
If in any Lease Year, (i) Expenses paid or incurred shall exceed
Expenses paid or incurred in the Base Year (Expenses) and/or (ii) Taxes paid or
incurred by Landlord in any Lease Year shall exceed the amount of such Taxes
which became due and payable in the Base Year (Taxes), Tenant shall pay as
additional rent for such Lease Year Tenant’s Proportionate Share of such
excess.


          4.3
The annual determination of Expenses shall be made by Landlord and shall
be binding upon Landlord and Tenant, subject to the provisions of this Section
4.3. During the Term, Tenant may review, at Tenant’s sole cost and expense, the
books and records supporting such determination in an office of Landlord, or Landlord’s
agent, during normal business hours, upon giving Landlord five (5) days advance
written notice within sixty (60) days after receipt of such determination, but
in no event more often than once in any one (1) year period, subject to
execution of a confidentiality agreement acceptable to Landlord, and provided
that if Tenant utilizes an independent accountant to perform such review it
shall be one of national standing which is reasonably acceptable to Landlord,
is not compensated on a contingency basis and is also subject to such
confidentiality agreement. If Tenant fails to object to Landlord’s
determination of Expenses within ninety (90) days after receipt, or if any such
objection fails to state with specificity the reason for the objection, Tenant shall
be deemed to have approved such determination and shall have no further right
to object to or contest such determination. If Tenant objects to Landlord’s
determination of Expenses within ninety (90) days of receipt, then within
fourteen (14) days after Landlord’s receipt of Tenant’s objection. Landlord and
Tenant shall each simultaneously submit to the other in a sealed envelope its
good faith estimate of the Expenses that are due. If the higher of such
estimates is not more than one hundred five percent (105%) of the lower, then
the amount of Expenses shall be the average of the two. Otherwise the dispute
shall be resolved by arbitration in accordance with  (i) and (ii) below. (i) Within seven (7) days after the
exchange of estimates, the parties shall select as an arbitrator an independent
certified


3






public accountant with at
least five (5) years of experience in commercial real estate matters in the
metropolitan area in which the Project is located (a “Qualified Accountant”).
If the parties cannot agree on a Qualified Accountant, then within a second
period of seven (7) days, each shall select a Qualified Accountant and within
ten (10) days thereafter the two appointed Qualified Accountants shall select a
third Qualified Accountant and the third Qualified Accountant shall be the sole
arbitrator. If one party shall fail to select a Qualified Accountant within the
second seven (7) day period, then the Qualified Accountant chosen by the other
party shall be the sole arbitrator, (ii) Within twenty-one (21) days after
submission of the matter to the arbitrator, the arbitrator shall determine the
Expenses due from/credit due to Tenant by choosing whichever of the estimates
submitted by Landlord and Tenant the arbitrator judges to be more accurate. The
arbitrator shall notify Landlord and Tenant of its decision, which shall be
final and binding. If the arbitrator believes that expert advice would
materially assist him, the arbitrator may retain one or more qualified persons
to provide expert advice. The fees of the arbitrator and the expenses of the
arbitration proceeding, including the fees of any expert witnesses retained by
the arbitrator, shall be paid by the party whose estimate is not selected. Each
party shall pay the fees of its respective counsel and the
fees of any witness called by that party. In the event that during all or
any portion of any Lease Year or Base Year, the Building is not fully rented
and occupied Landlord shall make an appropriate adjustment in occupancy-related
Expenses for such year for the purpose of avoiding distortion of the amount of
such Expenses to be attributed to Tenant by reason of variation in total
occupancy of the Building, by employing consistent and sound accounting and
management principles to determine Expenses that would have been paid or
incurred by Landlord had the Building been at least ninety-five percent (95%)
rented and occupied, and the amount so determined shall be deemed to have been
Expenses for such Lease Year.


          4.4
Prior to the actual determination thereof for a Lease Year, Landlord may from
time to time estimate Tenant’s liability for Expenses and/or Taxes under
Section 4.2, Article 6 and Article 28 for the Lease Year or portion thereof.
Landlord will give Tenant written notification of the amount of such estimate
and Tenant agrees that it will pay, by increase of its Monthly Installments of
Rent due in such Lease Year, additional rent in the amount of such estimate.
Any such increased rate of Monthly Installments of Rent pursuant to this Section
4.4 shall remain in effect until further written notification to Tenant
pursuant hereto.


          4.5
When the above mentioned actual determination of Tenant’s liability for
Expenses and/or Taxes is made for any Lease Year and when Tenant is so notified
in writing, then:


               4.5.1
If the total additional rent Tenant actually paid pursuant to Section 4.3 on
account of Expenses and/or Taxes for the Lease Year is less than Tenant’s
liability for Expenses and/or Taxes, then Tenant shall pay such deficiency to
Landlord as additional rent in one lump sum within thirty (30) days of receipt
of Landlord’s bill therefor; and


               4.5.2
If the total additional rent Tenant
actually paid pursuant to Section 4.3 on account of Expenses and/or
Taxes for the Lease Year is more than Tenant’s liability for Expenses and/or
Taxes, then Landlord shall credit the difference against the then next due
payments to be made by Tenant under this Article 4, or, if the Lease has
terminated, refund the difference in cash. Tenant shall not be entitled to a
credit by reason of actual Expenses and/or Taxes in any Lease Year being less
than Expenses and/or Taxes in the Base Year (Expenses and/or Taxes).


          4.6
If the Commencement Date is other than January 1 or if the Termination Date is
other than December 31, Tenant’s liability for Expenses and Taxes for the Lease
Year in which said Date occurs shall be prorated based upon a three hundred
sixty-five (365) day year.


5. SECURITY DEPOSIT. Tenant shall deposit the
Security Deposit with Landlord upon the execution of this Lease. Said sum shall
be held by Landlord as security for the faithful performance by Tenant of all
the terms, covenants and conditions of this Lease to be kept and performed by
Tenant and not as an advance rental deposit or as a measure of Landlord’s
damage in case of Tenant’s default. If Tenant defaults with respect to any
provision of this Lease, Landlord may use any part of the Security Deposit for
the payment of any rent or any other sum in default, or for the payment of any
amount which Landlord may spend or become obligated to spend by reason of
Tenant’s default, or to compensate Landlord for any other loss or damage which
Landlord may suffer by reason of Tenant’s default. If any portion is so used, Tenant
shall within five (5) days after written demand therefor, deposit with Landlord
an amount sufficient to restore the Security Deposit to its original amount and
Tenant’s failure to do so shall be a material breach of this Lease. Except to
such extent, if any, as shall be required by law, Landlord shall not be
required to keep the Security Deposit separate from its general funds, and
Tenant shall not be entitled to interest on such deposit. If Tenant shall fully
and faithfully perform every provision of this Lease to be performed by it, the
Security Deposit or any balance thereof shall be returned to Tenant at such
time after termination of this Lease when Landlord shall have determined that
all of Tenant’s obligations under this Lease have been fulfilled.


4






6. ALTERATIONS.


          6.1
Except for those, if any, specifically provided for in Exhibit B to this
Lease, Tenant shall not make or suffer to be made any alterations, additions,
or improvements, including, but not limited to, the attachment of any fixtures
or equipment in, on, or to the Premises or any part thereof or the making of
any improvements as required by Article 7, without the prior written consent of
Landlord. When applying for such consent, Tenant shall, if requested by
Landlord, furnish complete plans and specifications for such alterations,
additions and improvements. Landlord’s consent shall not be unreasonably
withheld with respect to alterations which (i) are not structural in nature,
(ii) are not visible from the exterior of the Building, (iii) do not affect or
require modification of the Building’s electrical, mechanical, plumbing, HVAC
or other systems, and (iv) in aggregate do not cost more than $5.00 per
rentable square foot of that portion of the Premises affected by the alterations
in question.


          6.2
In the event Landlord consents to the making of any such alteration, addition
or improvement by Tenant, the same shall be made by using either Landlord’s
contractor or a contractor reasonably approved by Landlord, in either event at
Tenant’s sole cost and expense. If Tenant shall employ any contractor other
than Landlord’s contractor and such other
contractor or any subcontractor of such other contractor shall employ any
non-union labor or supplier, Tenant shall be responsible for and hold
Landlord harmless from any and all delays, damages and extra costs suffered by
Landlord as a result of any dispute with any labor unions concerning the wage,
hours, terms or conditions of the employment of any such labor. In any event Landlord
may charge Tenant a construction management fee not to exceed five percent (5%)
of the cost of such work to cover its overhead as it relates to such proposed
work, plus third-party costs actually incurred by Landlord in connection with
the proposed work and the design thereof, with all such amounts being due five
(5) days after Landlord’s demand.


          6.3
All alterations, additions or improvements proposed by Tenant shall be
constructed in accordance with all government laws, ordinances, rules and
regulations, using Building standard materials where applicable, and Tenant
shall, prior to construction, provide the additional insurance required under
Article 11 in such case, and also all such assurances to Landlord as Landlord
shall reasonably require to assure payment of the costs thereof, including but
not limited to, notices of non-responsibility, waivers of lien, surety company
performance bonds and funded construction escrows and to protect Landlord and
the Building and appurtenant land against any loss from any mechanic’s,
materialmen’s or other liens. Tenant shall pay in addition to any sums due
pursuant to Article 4, any increase in real estate taxes attributable to any
such alteration, addition or improvement for so long, during the Term, as such
increase is ascertainable; at Landlord’s election said sums shall be paid in
the same way as sums due under Article 4. Landlord may, as a condition to its consent to any
particular alterations or improvements, require
Tenant to deposit with Landlord the amount reasonably estimated by Landlord as
sufficient to cover the cost of removing such alterations or improvements and
restoring the Premises, to the extent required under Section 26.2


7. REPAIR.


          7.1
Landlord shall have no obligation to alter, remodel, improve, repair, decorate
or paint the Premises, except as specified in Exhibit B if attached to
this Lease and except that Landlord shall repair and maintain the structural
portions of the roof, foundation and walls of the Building. By taking
possession of the Premises, Tenant accepts them as being in good order,
condition and repair and in the condition in which Landlord is, obligated to
deliver them, except as set forth in the punch list to be delivered pursuant to
Section 2.1. It is hereby understood and agreed that no representations
respecting the condition of the Premises or the Building have been made by
Landlord to Tenant, except as specifically
set forth in this Lease. Landlord shall not be liable for any failure to make
any repairs or to perform any maintenance unless such failure shall persist for
an unreasonable time after written notice of the need of such repairs or
maintenance is given to Landlord by Tenant.


          7.2
Tenant shall at its own cost and expense keep and maintain all parts of the
Premises and such portion of the Building and improvements as are within the
exclusive control of Tenant in good condition, promptly making all necessary
repairs and replacements, whether ordinary or extraordinary, with materials and
workmanship of the same character, kind and quality as the original (including,
but not limited to, repair and replacement of all fixtures installed by Tenant,
water heaters serving the Premises, windows, glass and plate glass, doors,
exterior stairs, skylights, any special office entries, interior walls and
finish work, floors and floor coverings, heating and air conditioning systems
serving the Premises, electrical systems and fixtures, sprinkler systems, dock
boards, truck doors, dock bumpers, plumbing work and fixtures, and performance
of regular removal of trash and debris). Tenant as part of its obligations
hereunder shall keep the Premises in a clean and sanitary condition. Tenant
will, as far as possible keep all such parts of the Premises from deterioration
due to ordinary wear and from falling temporarily out of repair, and upon
termination of this Lease in any way Tenant will yield up the Premises to
Landlord in good condition and repair, loss by fire or other casualty excepted
(but not 


5






excepting any damage to glass). Tenant shall, at its
own cost and expense, repair any damage to the Premises or the Building resulting from and/or caused in whole or
in part by the negligence or misconduct of Tenant, its agents, employees, contractors,
invitees, or any other person entering upon the Premises as a result of Tenant’s
business activities or caused by Tenant’s default hereunder.


          7.3
Except as provided in Article 22, there shall be no abatement of rent
and no liability of Landlord by reason of any injury to or interference with
Tenant’s business arising from the making of any repairs, alterations or
improvements in or to any portion of the Building or the Premises or to
fixtures, appurtenances and equipment in the Building. Except to the extent, if
any, prohibited by law, Tenant waives the right to make repairs at Landlord’s
expense under any law, statute or ordinance now or hereafter in effect.


          7.4
Tenant shall-, at its own cost-and expense, enter into a regularly-scheduled
preventive maintenance/service contract with a-maintenance contractor approved
by Landlord for servicing all heating and air conditioning systems-and equipment
serving the Premises(and a copy thereof shall be furnished to Landlord) The
service contract must include all  thirty (30) days of the date Tenant Takes to
tenant, enter into such a maintenance/service charge Tenant the
cost thereof along with a reasonable amount for Landlord’s
overhead. Landlord shall be responsible for providing the preventive
maintenance service for all heating, air conditioning and ventilation equipment
serving the Premises. The costs incurred by Landlord associated with the
preventive maintenance service for all heating, air conditioning and
ventilation equipment serving the Premises shall be considered a part of the
Direct Expenses of the Building pursuant to Paragraph 4.1.2 of the Lease.
Landlord shall not be responsible for any modifications or upgrades to the
heating, air conditioning and ventilation unit(s) or distribution systems(s).


          7.5
However, any such repairs or maintenance which is necessitated by the
negligence willful misconduct of Tenant, its servants, agents, employees or
contractors or anyone claiming under Tenant, or by reason of the failure of
Tenant to perform or observe any condition or agreement contained in this
Lease, or caused by alterations. additions or improvements made by Tenant or
anyone claiming under Tenant, shall be made by Tenant or at Landlord’s option,
by Landlord at Tenant’s sole cost and expense. Notwithstanding anything to the
contrary contained in this Lease, Landlord shall not be liable to Tenant for
failure to make repairs as herein specifically required of it unless Tenant has
previously notified Landlord, in writing, of the need for such repairs and
Landlord has failed to commence and complete said repairs within a reasonable
time following receipt of Tenant’s written notification. Notwithstanding
the foregoing, if any major component or any entire unit of the heating,
ventilating or air conditioning system servicing the leased premises
should fail or need replacement, the Landlord shall have the obligation to
repair and replace such component or unit at its sole cost and expense provided
that the tenant is in full compliance with all the terms of this section of
this Lease.


          7.6
Landlord shall coordinate any repairs and other maintenance of any railroad
tracks serving the Building and, if Tenant uses such rail tracks, Tenant shall
reimburse Landlord or the railroad company from time to time upon demand, as
additional rent, for its share of the costs of such repair and maintenance and
for any other sums specified in any agreement to which Landlord or Tenant is a
party respecting such tracks, such costs to be borne proportionately by all
tenants in the Building using such rail tracks, based upon the actual number of
rail cars shipped and received by such tenant during each calendar year during
the Term. 


8. LIENS. Tenant shall keep the Premises, the
Building and appurtenant land and Tenant’s leasehold interest in the Premises
free from any liens arising out of any services, work or materials performed,
furnished, or contracted for by Tenant, or obligations incurred by Tenant. In
the event that Tenant fails, within ten (10) days following the imposition of
any such lien, to either cause the same to be released of record or provide
Landlord with insurance against the same issued by a major title insurance
company or such other protection against the same as Landlord shall accept
(such failure to constitute an Event of Default), Landlord shall have the right
to cause the same to be released by such means as it shall deem proper,
including payment of the claim giving rise to such lien. All such sums paid by
Landlord and all expenses incurred by it in connection therewith shall be
payable to it by Tenant within five (5) days Landlord’s demand.


9. ASSIGNMENT AND SUBLETTING.


          9.1
Tenant shall not have the right to assign or pledge this Lease or to sublet the
whole or any part of the Premises whether voluntarily or by operation of law,
or permit the use or occupancy of the Premises by anyone other than Tenant, and shall not make, suffer or permit such
assignment, subleasing or occupancy without the prior written consent of Landlord,
such consent not to be unreasonably withheld, and said restrictions shall be
binding upon any and all assignees of the Lease and subtenants of the Premises.
In the event Tenant desires to sublet, or permit such occupancy of, the
Premises,


6






or any portion thereof, or assign this Lease, Tenant
shall give written notice thereof to Landlord at least sixty (60) days but no
more than one hundred twenty (120) days prior to the proposed commencement date
of such subletting or assignment, which notice shall set forth the name of the
proposed subtenant or assignee, the relevant terms of any sublease or
assignment and copies of financial reports and other relevant financial
information of the proposed subtenant or assignee.


          9.2
Notwithstanding any assignment or subletting, permitted or otherwise,
Tenant shall at all times remain directly, primarily and fully responsible and
liable for the payment of the rent specified in this Lease and for compliance
with all of its other obligations under the terms, provisions and covenants of
this Lease. Upon the occurrence of an Event of Default, if the Premises or any
part of them are then assigned or sublet, Landlord, in addition to any other
remedies provided in this Lease or provided by law, may, at its option, collect
directly from such assignee or subtenant all rents due and becoming due to
Tenant under such assignment or sublease and apply such rent against any sums
due to Landlord from Tenant under this Lease, and no such collection shall be
construed to constitute a novation or release of Tenant from the further
performance of Tenant’s obligations under this Lease.


          9.3
In addition to Landlord’s right to approve of any subtenant or assignee,
Landlord shall have the option, in its sole discretion, in the event of any
proposed subletting or assignment, to terminate this Lease, or in the case of a
proposed subletting of less than the entire Premises, to recapture the portion
of the Premises to be sublet, as of the date the subletting or assignment is to
be effective. The option shall be exercised, if at all, by Landlord giving Tenant
written notice given by Landlord to Tenant within thirty (30) days following
Landlord’s receipt of Tenant’s written notice as required above. However, if
Tenant notifies Landlord, within five (5) days after receipt of Landlord’s
termination notice, that Tenant is rescinding its proposed assignment or
sublease, the termination notice shall be void and the Lease shall continue in
full force and effect. If this Lease shall be terminated with respect to the
entire Premises pursuant to this Section, the Term of this Lease shall end on
the date stated in Tenant’s notice as the effective date of the sublease or
assignment as if that date had been originally fixed in this Lease for the
expiration of the Term. If Landlord recaptures under this Section only a portion
of the Premises, the rent to be paid from time to time during the unexpired
Term shall abate proportionately based on the proportion by which the
approximate square footage of the remaining portion of the Premises shall be
less than that of the Premises as of the date immediately prior to such
recapture. Tenant shall, at Tenant’s own cost and expense, discharge in full
any outstanding commission obligation which may be due and owing as a result of
any proposed assignment or subletting, whether or not the Premises are
recaptured pursuant to this Section 9.3 and rented by Landlord to the proposed
tenant or any other tenant.


          9.4
In the event that Tenant sells, sublets, assigns or transfers this
Lease, Tenant shall pay to Landlord as additional rent an amount equal to one
hundred percent (100%) of any Increased Rent (as defined below), less the Costs
Component (as defined below), when and as such Increased Rent is received by
Tenant. As used in this Section, “Increased Rent” shall mean the excess of (i)
all rent and other consideration which Tenant is entitled to receive by reason
of any sale, sublease, assignment or other transfer of this Lease, over (ii)
the rent otherwise payable by Tenant under this Lease at such time. For
purposes of the foregoing, any consideration received by Tenant in form other
than cash shall be valued at its fair market value as determined by Landlord in
good faith. The “Costs Component” is that amount which, if paid monthly, would
fully amortize on a straight-line basis, over the entire period for which
Tenant is to receive Increased Rent, the reasonable costs incurred by Tenant
for leasing commissions and tenant improvements in connection with such
sublease, assignment or other transfer.


          9.5
Notwithstanding any other provision hereof, it shall be considered
reasonable for Landlord to withhold its consent to any assignment of this Lease
or sublease of any portion of the Premises if at the time of either Tenant’s
notice of the proposed assignment or sublease or the proposed commencement date
thereof, there shall exist any uncured default of Tenant or matter which will
become a default of Tenant with passage of time unless cured, or if the
proposed assignee or sullessee is an entity: (a) with which Landlord is already
in negotiation; (b) is already an occupant of the Building unless Landlord is
unable to provide the amount of space required by such occupant; (c) is a
governmental agency; (d) is incompatible with the character of occupancy of the
Building; (e) with which the payment for the sublease or assignment is
determined in whole or in part based upon its net income or profits; or (f)
would subject the Premises to a use which would: (i) involve increased
personnel or wear upon the Building; (ii) violate any exclusive right granted
to another tenant of the Building; (iii) require any addition to or
modification of the Premises or the Building in order to comply with building
code or other governmental requirements; or, (iv) involve a violation of
Section 1.2. Tenant expressly agrees that for the purposes of any statutory or
other requirement of reasonableness on the part of Landlord, Landlord’s refusal
to consent to any assignment or sublease for any of the reasons described in
this Section 9.5, shall be conclusively deemed to be reasonable.


          9.6
Upon any request to assign or sublet,
Tenant will pay to Landlord the Assignment/Subletting Fee plus, on demand,
a sum equal to all of Landlord’s costs, including reasonable attorney’s fees,
incurred in investigating and considering
any proposed or purported assignment or pledge of this Lease or sublease of any
of the Premises, regardless of whether Landlord shall consent to, refuse
consent, or determine that Landlord’s consent is not required for, such
assignment, pledge or sublease. Any purported sale, assignment, mortgage,
transfer of this Lease or subletting which does not comply with the provisions
of this Article 9 shall be void.


7






          9.7
If Tenant is a corporation, limited liability company, partnership or trust,
any transfer or transfers of or change or
changes within any twelve (12) month period in the number of the outstanding
voting shares of the corporation or limited liability company, the
general partnership interests in the partnership or the identity of the persons
or entities controlling the activities of such partnership or trust resulting
in the persons or entities owning or controlling a majority of such shares,
partnership interests or activities of such partnership or trust at the
beginning of such period no longer having such ownership or control shall be
regarded as equivalent to an assignment of this Lease to the persons or
entities acquiring such ownership or control and shall be subject to all the
provisions of this Article 9 to the same extent and for all intents and
purposes as though such an assignment.


10.
INDEMNIFICATION. None of
the Landlord Entities shall be liable and Tenant hereby waives all claims
against them for any damage to any property or any injury to any person in or
about the Premises or the Building by or from any cause whatsoever (including
without limiting the foregoing, rain or water leakage of any character from the
roof, windows, walls, basement, pipes, plumbing works or appliances, the
Building not being in good condition or repair, gas, fire, oil, electricity or
theft), except to the extent caused by or arising from the gross negligence or
willful misconduct of Landlord or its agents, employees or contractors. Tenant
shall protect, indemnify and hold the Landlord Entities harmless from and
against any and all loss, claims, liability or costs (including court costs and
attorney’s fees) incurred by reason of (a) any damage to any property
(including but not limited to property of any Landlord Entity) or any injury
(including but not limited to death) to any person occurring in, on or about
the Premises or the Building to the extent that such injury or damage shall be
caused by or arise from any actual or alleged act, neglect, fault, or omission
by or of Tenant or any Tenant Entity to meet any standards imposed by any duty
with respect to the injury or damage; (b) the conduct or management of any work
or thing whatsoever done by the Tenant in or about the Premises or from
transactions of the Tenant concerning the Premises; (c) Tenant’s failure to
comply with any and all governmental laws, ordinances and regulations
applicable to the condition or use of the Premises or its occupancy; or (d) any
breach or default on the part of Tenant in the
performance of any covenant or agreement on the part of the Tenant to be
performed pursuant to this Lease. The provisions of this Article shall survive
the termination of this Lease with respect to any claims or liability accruing
prior to such termination.


11. INSURANCE.


          11.1
Tenant shall keep in force throughout the
Term: (a) a Commercial General Liability insurance policy or policies to
protect the Landlord Entities against any liability to the public or to any
invitee of Tenant or a Landlord Entity incidental to the use of or resulting
from any accident occurring in or upon the Premises with a limit of not less
than $ 1,000,000 per occurrence and not less than $2,000,000 in the annual
aggregate, or such larger amount as Landlord may prudently require from time to
time, covering bodily injury and property damage liability and $1,000,000
products/completed operations aggregate; (b) Business Auto Liability covering
owned, non-owned and hired vehicles with a limit of not less than $ 1,000,000
per accident; (c) insurance protecting against liability under Worker’s
Compensation Laws with limits at least as required by statute; (d) Employers
Liability with limits of $1,000,000 each accident, $1,000,000 disease policy
limit, $1,000,000 disease-each employee; (e) All Risk or Special Form coverage
protecting Tenant against loss of or damage to Tenant’s alterations, additions,
improvements, carpeting, floor coverings, panelings, decorations, fixtures,
inventory and other business personal property situated in or about the Premises
to the full replacement value of the
property so insured, (f) Business Interruption Insurance for 100% of the 12
months actual loss sustained, and (g) Excess Liability in the amount of
$1,000,000.


          11.2
The aforesaid policies shall (a) be provided at Tenant’s expense; (b)
name the Landlord Entities as additional insureds (General Liability) and loss
payee (Property—Special Form); (c) be issued by an insurance company with a
minimum Best’s rating of “A:VII” during the Term; and (d) provide that said
insurance shall not be canceled unless thirty (30) days prior written notice
(ten days for non-payment of premium) shall have been given to Landlord; a
certificate of Liability insurance on ACORD Form 25 and a certificate of
Property insurance on ACORD Form 27 shall be delivered to Landlord by Tenant
upon the Commencement Date and at least thirty (30) days prior to each renewal
off said insurance.


          11.3
Whenever Tenant shall undertake any alterations, additions or
improvements in, to or about the Premises (“Work”) the aforesaid insurance
protection must extend to and include injuries to persons and damage to
property arising in connection with such Work, without limitation including
liability under any applicable structural work act, and such other insurance as
Landlord shall require; and the policies of or certificates evidencing such
insurance must be delivered to Landlord prior to the commencement of any such
Work.


8






12. WAIVER
OF SUBROGATION.


          So
long as their respective insurers so permit, Tenant and Landlord hereby
mutually waive their respective rights of
recovery against each other for any loss insured by fire, extended coverage,
All Risks or other insurance now or hereafter existing for the benefit
of the respective party but only to the extent of the net insurance proceeds
payable under such policies. Each party shall obtain any special endorsements
required by their insurer to evidence compliance with the aforementioned
waiver.


13. SERVICES AND
UTILITIES. Tenant shall pay for all-water, gas, heat, light, power,
telephone, sewer, sprinkler system charges and other
utilities and services used on or from the Premises, together with any taxes,
penalties, and surcharges or the like pertaining thereto and any maintenance charges
for utilities. Tenant shall furnish all electric light bulbs, tubes and
ballasts, battery packs for emergency lighting and fire extinguishers. If any
such services are not separately metered to Tenant, Tenant shall pay such
proportion of all charges jointly metered with other premises as determined by
Landlord, in its sole discretion, to be reasonable. Any such charges paid by
Landlord and assessed against Tenant shall be immediately payable to Landlord
on demand and shall be additional rent hereunder. Tenant will not, without the
written consent of Landlord, contract with a utility provider to service the
Premises with any utility, including, but not limited to, telecommunications,
electricity, water, sewer or gas, which is not previously providing such
service to other tenants in the Building. Landlord shall in no event be liable
for any interruption or failure of utility services on or to the Premises.


14. HOLDING OVER. Tenant
shall pay Landlord for each day Tenant retains possession of the Premises or
part of them after termination of this Lease by lapse of time or otherwise at
the rate (“Holdover Rate”) which shall be Two Hundred Percent (200%) of the
greater of (a) the amount of the Annual Rent for the last period prior to the
date of such termination plus all Rent Adjustments under Article 4; and (b) the
then market rental value of the Premises as determined by Landlord assuming a
new lease of the Premises of the then usual duration and other terms, in either
case, prorated on a daily basis, and also pay all damages sustained by Landlord
by reason of such retention. If Landlord gives notice to Tenant of Landlord’s
election to such effect, such holding over shall constitute renewal of this
Lease for a period from month to month or one (1) year, whichever shall be
specified in such notice, in either case at the Holdover Rate, but if the
Landlord does not so elect, no such renewal shall result notwithstanding
acceptance by Landlord of any sums due hereunder after such termination; and
instead, a tenancy at sufferance at the Holdover Rate shall be deemed to have
been created. In any event, no provision of this Article 14 shall be deemed to
waive Landlord’s right of reentry or any other right under this Lease or at
law.


15. SUBORDINATION.


          Without
the necessity of any additional document being executed by Tenant for the
purpose of effecting a subordination, this Lease shall be subject and
subordinate at all times to ground or underlying leases and to the lien of any
mortgages or deeds of trust now or hereafter placed on, against or affecting
the Building, Landlord’s interest or estate in the Building, or any ground or
underlying lease; provided, however, that if the lessor, mortgagee, trustee, or
holder of any such mortgage or deed of trust elects to have Tenant’s interest
in this Lease be superior to any such instrument, then, by notice to Tenant,
this Lease shall be deemed superior, whether this Lease was executed before or
after said instrument. Notwithstanding the foregoing, Tenant covenants and agrees
to execute and deliver within ten (10) days of Landlord’s request such further
instruments evidencing such subordination or superiority of this Lease as may
be required by Landlord.


16. RULES AND REGULATIONS. Tenant shall
faithfully observe and comply with all the rules and regulations as set forth
in Exhibit D to this Lease and all reasonable and non-discriminatory
modifications of and additions to them from time to time put into effect by
Landlord. Landlord shall not be responsible to Tenant for the non-performance
by any other tenant or occupant of the Building of any such rules and
regulations.


17. REENTRY BY LANDLORD.


          17.1
Landlord reserves and shall at all times, with 24 hour advance notice,
except in the case of an emergency, have the right to re-enter the
Premises to inspect the same, to show said Premises to prospective purchasers,
mortgagees or tenants, and to alter, improve or repair the Premises and any
portion of the Building, without abatement of rent, and may for that purpose erect,
use and maintain scaffolding, pipes, conduits and other necessary structures
and open any wall, ceiling or floor in and through the Building and Premises
where reasonably required by the character of the Work to be performed,
provided entrance to the Premises shall not be blocked thereby, and further
provided that the business of Tenant shall not be interfered with unreasonably.
Landlord shall have the right at any time to change the arrangement and/or
locations of


9






entrances, or passageways, doors
and doorways, and corridors, windows, elevators, stairs, toilets or other
public parts of the Building and to change the name, number or
designation by which the Building is commonly known. In the event that Landlord
damages any portion of any wall or wall covering, ceiling, or floor or floor
covering within the Premises, Landlord shall repair or replace the damaged
portion to match the original as nearly as commercially reasonable but shall
not be required to repair or replace more than the portion actually damaged.
Tenant hereby waives any claim for damages for any injury or inconvenience to
or interference with Tenant’s business, any loss of occupancy or quiet
enjoyment of the Premises, and any other loss occasioned by any action of
Landlord authorized by this Article 17.


          17.2
For each of the aforesaid purposes, Landlord shall at all times have and retain
a key with which to unlock all of the doors in the Premises, excluding Tenant’s
vaults and safes or special security areas (designated in advance), and
Landlord shall have the right to use any and all means which Landlord may deem
proper to open said doors in an emergency to obtain entry to any portion of the
Premises. As to any portion to which access cannot be had by means of a key or
keys in Landlord’s possession, Landlord is authorized to gain access by such
means as Landlord shall elect and the cost of repairing any damage occurring in
doing so shall be borne by Tenant and paid to Landlord within five (5) days of
Landlord’s demand.


18. DEFAULT.


          18.1
Except as otherwise provided in Article 20, the following events shall be
deemed to be Events of Default under this Lease:


               18.1.1
Tenant shall fail to pay when due any
sum of money becoming due to be paid to Landlord under this Lease,
whether such sum be any installment of the rent reserved by this Lease, any
other amount treated as additional rent under this Lease, or any other payment
or reimbursement to Landlord required by this Lease, whether or not treated as
additional rent under this Lease, and such failure shall continue for a period
of five (5) days after written notice that such payment was not made when due,
but if any such notice shall be given, for the twelve (12) month period
commencing with the date of such notice, the failure to pay within five (5)
days after due any additional sum of money becoming due to be paid to Landlord
under this Lease during such period shall be an Event of Default, without
notice.


               18.1.2
Tenant shall fail to comply with any term, provision or covenant of this Lease
which is not provided for in another Section of this Article and shall not cure
such failure within twenty (20) days (forthwith, if the failure involves a
hazardous condition) after written notice of such failure to Tenant provided,
however, that such failure shall not be an event of default if such failure
could not reasonably be cured during such twenty (20) day period, Tenant has
commenced the cure within such twenty (20) day period and thereafter is diligently
pursuing such cure to completion, but the total aggregate cure period shall not
exceed ninety (90) days.


               18.1.3
Tenant shall fail to vacate the Premises immediately upon termination of
this Lease, by lapse of time or otherwise, or upon termination of Tenant’s
right to possession only.


               18.1.4
Tenant shall become insolvent, admit in writing its inability to pay its
debts generally as they become due, file a petition in bankruptcy or a petition
to take advantage of any insolvency statute, make an assignment for the benefit
of creditors, make a transfer in fraud of creditors, apply for or consent to
the appointment of a receiver of itself or of the whole or any substantial part
of its property, or file a petition or answer seeking reorganization or
arrangement under the federal bankruptcy laws, as now in effect or hereafter
amended, or any other applicable law or statute of the United States or any
state thereof.


               18.1.5
A court of competent jurisdiction shall enter an order, judgment or
decree adjudicating Tenant bankrupt, or appointing a receiver of Tenant, or of
the whole or any substantial part of its property, without the consent of
Tenant, or approving a petition filed against Tenant seeking reorganization or
arrangement of Tenant under the bankruptcy laws of the United States, as now in
effect or hereafter amended, or any state thereof, and such order, judgment or
decree shall not be vacated or set aside or stayed within sixty (60) days from
the date of entry thereof.


19. REMEDIES.


          19.1
Except as otherwise provided in Article 20, upon the occurrence of any of the
Events of Default described or referred to in Article 18, Landlord shall have
the option to pursue any one or more of the following remedies without any
notice or demand whatsoever, concurrently or consecutively and not
alternatively:


10






               19.1.1
Landlord may, at its election,
terminate this Lease or terminate Tenant’s right to possession only, without
terminating the Lease.


               19.1.2
Upon any termination of this Lease, whether by lapse of time or
otherwise, or upon any termination of Tenant’s right to possession without
termination of the Lease, Tenant shall surrender possession and vacate the
Premises immediately, and deliver possession thereof to Landlord, and Tenant
hereby grants to Landlord full and free license to enter into and upon the
Premises in such event and to repossess Landlord of the Premises as of
Landlord’s former estate and to expel or remove Tenant and any others who may
be occupying or be within the Premises and to remove Tenant’s signs and other
evidence of tenancy and all other property of Tenant therefrom without being
deemed in any manner guilty of trespass, eviction or forcible entry or detainer,
and without incurring any liability for any damage resulting therefrom, Tenant
waiving any right to claim damages for such re-entry and expulsion, and without
relinquishing Landlord’s right to rent or any other right given to Landlord
under this Lease or by operation of law.


               19.1.3
Upon any termination of this Lease, whether by lapse of time or
otherwise, Landlord shall be entitled to recover as damages, all rent,
including any amounts treated as additional rent under this Lease, and other sums
due and payable by Tenant on the date of termination, plus as liquidated
damages and not as a penalty, an amount equal to the sum of: (a) an amount
equal to the then present value of the rent reserved in this Lease for the
residue of the stated Term of this Lease including any amounts treated as
additional rent under this Lease and all other sums provided in this Lease to
be paid by Tenant, minus the fair rental value of the Premises for such
residue; (b) the value of the time and expense necessary to obtain a
replacement tenant or tenants, and the estimated expenses described in Section
19.1.4 relating to recovery of the Premises, preparation for reletting and for
reletting itself; and (c) the cost of performing any other covenants which
would have otherwise been performed by Tenant.


               19.1.4
Upon any termination of Tenant’s right to possession only without
termination of the Lease:


                    19.1.4.1
Neither such termination of Tenant’s right to possession nor Landlord’s
taking and holding possession thereof as provided in Section 19.1.2 shall
terminate the Lease or release Tenant, in whole or in part, from any
obligation, including Tenant’s obligation to pay the rent, including any
amounts treated as additional rent, under this Lease for the full Term, and if
Landlord so elects Tenant shall continue to pay to Landlord the entire amount
of the rent as and when it becomes due, including any amounts treated as
additional rent under this Lease, for the remainder of the Term plus any other
sums provided in this Lease to be paid by Tenant for the remainder of the Term.


                    19.1.4.2
Landlord shall use commercially reasonable efforts to relet the Premises or
portions thereof to the extent required by applicable law. Landlord and Tenant
agree that nevertheless Landlord shall
at most be required to use only the same efforts Landlord then uses to lease
premises in the Building generally and that in any case that Landlord shall not
be required to give any preference or priority to the showing or leasing of the
Premises or portions thereof over any other space that Landlord may be leasing
or have available and may place a suitable prospective tenant in any such other
space regardless of when such other space becomes available and that Landlord
shall have the right to relet the Premises for a greater or lesser term than
that remaining under this Lease, the right to relet only a portion of the
Premises, or a portion of the Premises or the entire Premises as a part of a
larger area, and the right to change the character or use of the Premises. In
connection with or in preparation for any reletting, Landlord may, but shall
not be required to, make repairs, alterations and additions in or to the
Premises and redecorate the same to the extent Landlord deems necessary or
desirable, and Tenant shall pay the cost thereof, together with Landlord’s
expenses of reletting, including, without limitation, any commission incurred
by Landlord, within five (5) days of Landlord’s demand. Landlord shall not be
required to observe any instruction given by Tenant about any reletting or
accept any tenant offered by Tenant unless such offered tenant has a
credit-worthiness acceptable to Landlord and leases the entire Premises upon
terms and conditions including a rate of rent (after giving effect to all
expenditures by Landlord for tenant improvements, broker’s commissions and
other leasing costs) all no less favorable to Landlord than as called for in
this Lease, nor shall Landlord be required to make or permit any assignment or
sublease for more than the current term or which Landlord would not be required
to permit under the provisions of Article 9.


                    19.1.4.3
Until such time as Landlord shall elect to terminate the Lease and shall
thereupon be entitled to recover the amounts specified in such case in Section
19.1.3, Tenant shall pay to Landlord upon demand the full amount of all rent,
including any amounts treated as additional rent under this Lease and other
sums reserved in this Lease for the remaining Term, together with the costs of
repairs, alterations, additions, redecorating and Landlord’s expenses of
reletting and the collection of the rent accruing therefrom (including
reasonable attorney’s fees and broker’s commissions), as the same shall then be
due or become due from time to time, less only such consideration as Landlord
may have received from any reletting of the Premises; and Tenant agrees that
Landlord may file suits from time to time to recover any sums falling due under
this Article 19 as they become due. Any proceeds of reletting by Landlord in
excess of the amount then owed by Tenant to Landlord from
time to time shall be credited against Tenant’s future obligations under this
Lease but shall not otherwise be refunded to Tenant or inure to Tenant’s
benefit.


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          19.2
Upon the occurrence of an Event of Default, Landlord may (but shall not
be obligated to) cure such default at Tenant’s sole expense. Without limiting
the generality of the foregoing, Landlord may, at Landlord’s option, enter into
and upon the Premises if Landlord determines in its sole discretion that Tenant
is not acting within a commercially
reasonable time to maintain, repair or replace anything for which Tenant is
responsible under this Lease or to otherwise effect compliance with its
obligations under this Lease and correct the same, without being deemed in any
manner guilty of trespass, eviction or forcible entry and detainer and without
incurring any liability for any damage or interruption of Tenant’s business
resulting therefrom and Tenant agrees to reimburse Landlord within five (5)
days of Landlord’s demand as additional rent, for any expenses which Landlord
may incur in thus effecting compliance with Tenant’s obligations under this
Lease, plus interest from the date of expenditure by Landlord at the Wall
Street Journal prime rate.


          19.3
Tenant understands and agrees that in entering into this Lease, Landlord
is relying upon receipt of all the Annual and Monthly Installments of Rent to become
due with respect to all the Premises originally leased hereunder over the full
Initial Term of this Lease for amortization, including interest at the
Amortization Rate. For purposes hereof, the “Concession Amount” shall be
defined as the aggregate of all amounts forgone or expended by Landlord as free
rent under the lease, under Exhibit B hereof for construction allowances
(excluding therefrom any amounts expended by Landlord for Landlord’s Work, as
defined in Exhibit B), and for brokers’ commissions payable by reason of
this Lease. Accordingly, Tenant agrees that if this Lease or Tenant’s right to
possession of the Premises leased hereunder shall be terminated as of any date
(“Default Termination Date”) prior to the expiration of the full Initial Term
hereof by reason of a default of Tenant, there shall be due and owing to
Landlord as of the day prior to the Default Termination Date, as rent in
addition to all other amounts owed by Tenant as of such Date, the amount
(“Unamortized Amount”) of the Concession Amount determined as set forth below;
provided, however, that in the event that such amounts are recovered by
Landlord pursuant to any other provision of this Article 19, Landlord agrees
that it shall not attempt to recover such amounts pursuant to this Paragraph
19.3. For the purposes hereof, the Unamortized Amount shall be determined in
the same manner as the remaining principal balance of a mortgage with interest
at the Amortization Rate payable in level payments over the same length of time
as from the effectuation of the Concession concerned to the end of the full
Initial Term of this Lease would be determined. The foregoing provisions shall
also apply to and upon any reduction of space in the Premises, as though such
reduction were a termination for Tenant’s default, except that (i) the
Unamortized Amount shall be reduced by any amounts paid by Tenant to Landlord
to effectuate such reduction and (ii) the manner of application shall be that
the Unamortized Amount shall first be
determined as though for a full termination as of the Effective Date of the
elimination of the portion, but then the amount so determined shall be
multiplied by the fraction of which the numerator is the rentable square
footage of the eliminated portion and the denominator is the rentable square
footage of the Premises originally leased hereunder; and the amount thus
obtained shall be the Unamortized Amount.


          19.4
If, on account of any breach or default by Tenant in Tenant’s
obligations under the terms and conditions of this Lease, it shall become
necessary or appropriate for Landlord to employ or consult with an attorney or
collection agency concerning or to enforce or defend any of Landlord’s rights
or remedies arising under this Lease or to collect any sums due from Tenant,
Tenant agrees to pay all costs and fees so incurred by Landlord, including,
without limitation, reasonable attorneys’ fees and costs. TENANT EXPRESSLY
WAIVES ANY RIGHT TO: (A) TRIAL BY JURY; AND (B) SERVICE OF ANY NOTICE REQUIRED
BY ANY PRESENT OR FUTURE LAW OR ORDINANCE APPLICABLE TO LANDLORDS OR TENANTS
BUT NOT REQUIRED BY THE TERMS OF THIS LEASE. 


          19.5
Pursuit of any of the foregoing remedies shall not preclude pursuit of
any of the other remedies provided in this Lease or any other remedies provided
by law (all such remedies being cumulative), nor shall pursuit of any remedy
provided in this Lease constitute a forfeiture or waiver of any rent due to
Landlord under this Lease or of any damages accruing to Landlord by reason of
the violation of any of the terms, provisions and covenants contained in this
Lease.


          19.6
No act or thing done by Landlord or its agents during the Term shall be
deemed a termination of this Lease or an acceptance of the surrender of the
Premises, and no agreement to terminate this Lease or accept a surrender of
said Premises shall be valid, unless in writing signed by Landlord. No waiver
by Landlord of any violation or breach of any of the terms, provisions and
covenants contained in this Lease shall be deemed or construed to constitute a
waiver of any other violation or breach of any of the terms, provisions and
covenants contained in this Lease. Landlord’s acceptance of the payment of
rental or other payments after the occurrence of an Event of Default shall not
be construed as a waiver of such Default, unless Landlord so notifies Tenant in
writing. Forbearance by Landlord in enforcing one or more of the remedies
provided in this Lease upon an Event of Default shall not be deemed or
construed to constitute a waiver of such Default or of Landlord’s right to
enforce any such remedies with respect to such Default or any subsequent
Default.


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          19.7
To secure the payment of all rentals and other sums of money becoming
due from Tenant under this Lease, Landlord
shall have and Tenant grants to Landlord a first lien upon the leasehold
interest of Tenant under this Lease, which lien may be enforced in
equity, and a continuing security interest upon all goods, wares, equipment,
fixtures, furniture, inventory, accounts, contract rights, chattel paper and
other personal property of Tenant situated on the Premises, and such property shall not be removed therefrom
without the consent of Landlord until all arrearages in rent as well as any and
all other sums of money then due to Landlord under this Lease shall first have
been paid and discharged. Upon the occurrence of an Event of Default, Landlord
shall have, in addition to any other remedies provided in this Lease or by law,
all rights and remedies under the Uniform Commercial Code, including without
limitation the right to sell the property described in this Section 19.7 at
public or private sale upon five (5) days’ notice to Tenant. Tenant shall
execute all such financing statements and other instruments as shall be deemed
necessary or desirable in Landlord’s discretion to perfect the security
interest hereby created.


          19.8
Any and all property which may be removed from the Premises by Landlord
pursuant to the authority of this Lease or of law, to which Tenant is or may be
entitled, may be handled, removed and/or stored, as the case may be, by or at
the direction of Landlord but at the risk, cost and expense of Tenant, and
Landlord shall in no event be responsible for the value, preservation or safekeeping
thereof. Tenant shall pay to Landlord, upon demand, any and all expenses
incurred in such removal and all storage charges against such property so long
as the same shall be in Landlord’s possession or under Landlord’s control. Any
such property of Tenant not retaken by Tenant from storage within thirty (30)
days after removal from the Premises shall, at Landlord’s option, be deemed
conveyed by Tenant to Landlord under this Lease as by a bill of sale without
further payment or credit by Landlord to Tenant.


          19.9
If more than one (1) Event of Default occurs during the Term or any
renewal thereof, Tenant’s renewal options,
expansion options, purchase options and rights of first offer and/or refusal,
if any are provided for in this Lease, shall be null and void.


20. TENANT’S BANKRUPTCY OR INSOLVENCY.


          20.1
If at any time and for so long as Tenant shall be subjected to the provisions
of the United States Bankruptcy Code or other law of the United States or any
state thereof for the protection of debtors as in effect at such time (each a
“Debtor’s Law”):


               20.1.1
Tenant, Tenant as debtor-in-possession, and any trustee or receiver of Tenant’s
assets (each a “Tenant’s Representative”) shall have no greater right to assume
or assign this Lease or any interest in this Lease, or to sublease any of the
Premises than accorded to Tenant in Article 9, except to the extent Landlord
shall be required to permit such assumption, assignment or sublease by the
provisions of such Debtor’s Law. Without limitation of the generality of the
foregoing, any right of any Tenant’s Representative to assume or assign this
Lease or to sublease any of the Premises shall be subject to the conditions
that:


                    20.1.1.1
Such Debtor’s Law shall provide to Tenant’s Representative a right of
assumption of this Lease which Tenant’s Representative shall have timely
exercised and Tenant’s Representative shall have fully cured any default of
Tenant under this Lease.


                    20.1.1.2
Tenant’s Representative or the proposed assignee, as the case shall be,
shall have deposited with Landlord as security for the timely payment of rent
an amount equal to the larger of: (a) three (3) months’ rent and other monetary
charges accruing under this Lease; and (b) any sum specified in Article 5; and.
shall have provided Landlord with adequate other assurance of the future
performance of the obligations of the Tenant under this Lease. Without
limitation, such assurances shall include, at least, in the case of assumption
of this Lease, demonstration to the satisfaction of the Landlord that Tenant’s
Representative has and will continue to have sufficient unencumbered assets
after the payment of all secured obligations and administrative expenses to
assure Landlord that Tenant’s Representative will have sufficient funds to
fulfill the obligations of Tenant under this Lease; and, in the case of
assignment, submission of current financial statements of the proposed
assignee, audited by an independent certified public accountant reasonably
acceptable to Landlord and showing a net worth and working capital in amounts
determined by Landlord to be sufficient to assure the future performance by
such assignee of all of the Tenant’s obligations under this Lease.


                    20.1.1.3
The assumption or any contemplated assignment of this Lease or subleasing any
part of the Premises, as shall be the case, will not breach any provision in
any other lease, mortgage, financing agreement or other agreement by which
Landlord is bound.


13








                    20.1.1.4
Landlord shall have, or would have had absent the Debtor’s Law, no right under
Article 9 to refuse consent to the proposed assignment or sublease by reason of
the identity or nature of the proposed assignee or sublessee or the proposed
use of the Premises concerned.


21. QUIET ENJOYMENT. Landlord
represents and warrants that it has full right and authority to enter into this
Lease and that Tenant, while paying the
rental and performing its other covenants and agreements contained in this
Lease, shall peaceably and quietly have, hold and enjoy the Premises for
the Term without hindrance or molestation from Landlord subject to the terms
and provisions of this Lease. Landlord shall not be liable for any interference
or disturbance by other tenants or third persons, nor shall Tenant be released
from any of the obligations of this Lease because of such interference or
disturbance.


22. CASUALTY


          22.1
In the event the Premises or the Building are damaged by fire or other
cause and in Landlord’s reasonable estimation such damage can be materially
restored within one hundred eighty (180) days, Landlord shall forthwith repair
the same and this Lease shall remain in full force and effect, except that
Tenant shall be entitled to a proportionate abatement in rent from the date of
such damage. Such abatement of rent shall be made pro rata in accordance with
the extent to which the damage and the making of such repairs shall interfere
with the use and occupancy by Tenant
of the Premises from time to time. Within forty-five (45) days from the date of
such damage, Landlord shall notify Tenant, in writing, of Landlord’s reasonable
estimation of the length of time within which material restoration can be made,
and Landlord’s determination shall be binding on Tenant. For purposes of this
Lease, the Building or Premises shall be deemed “materially restored” if they
are in such condition as would not prevent or materially interfere with
Tenant’s use of the Premises for the purpose for which it was being used
immediately before such damage.


          22.2
If such repairs cannot, in Landlord’s reasonable estimation, be made within one
hundred eighty (180) days, Landlord and Tenant shall each have the option of
giving the other, at any time within ninety (90) days after such damage, notice
terminating this Lease as of the date of such damage. In the event of the
giving of such notice, this Lease shall expire and all interest of the Tenant
in the Premises shall terminate as of the date of such damage as if such date had been originally fixed in
this Lease for the expiration of the Term. In the event that neither Landlord
nor Tenant exercises its option to terminate this Lease, then Landlord shall
repair or restore such damage, this Lease continuing in full force and effect,
and the rent hereunder shall be proportionately abated as provided in Section
22.1.


          22.3
Landlord shall not be required to repair or replace any damage or loss
by or from fire or other cause to
any panelings, decorations, partitions, additions, railings, ceilings, floor
coverings, office fixtures or any other property or improvements installed on
the Premises by, or belonging to, Tenant. Any insurance which may be carried by
Landlord or Tenant against loss or damage to the Building or Premises shall be
for the sole benefit of the party carrying such insurance and under its sole
control.


          22.4
In the event that Landlord should fail to complete such repairs and material
restoration within sixty (60) days after the date estimated by Landlord
therefor as extended by this Section 22.4, Tenant may at its option and as its
sole remedy terminate this Lease by delivering written notice to Landlord,
within fifteen (15) days after the expiration of said period of time, whereupon
the Lease shall end on the date of such notice or such later date fixed in such
notice as if the date of such notice was the date originally fixed in this
Lease for the expiration of the Term; provided, however, that if construction
is delayed because of changes, deletions or additions in construction requested
by Tenant, strikes, lockouts, casualties, Acts of God, war, material or labor
shortages, government regulation or control or other causes beyond the
reasonable control of Landlord, the period for restoration, repair or
rebuilding shall be extended for the amount of time Landlord is so delayed.


          22.5
Notwithstanding anything to the contrary contained in this Article: (a)
Landlord shall not have any obligation whatsoever to repair, reconstruct, or
restore the Premises when the damages resulting from any casualty covered by
the provisions of this Article 22 occur during the last twelve (12) months of
the Term or any extension thereof, but if Landlord determines not to repair
such damages Landlord shall notify Tenant and if such damages shall render any
material portion of the Premises untenantable Tenant shall have the right to
terminate this Lease by notice to Landlord within fifteen (15) days after
receipt of Landlord’s notice; and (b) in the event the holder of any
indebtedness secured by a mortgage or deed of trust covering the Premises or
Building requires that any insurance proceeds be applied to such indebtedness,
then Landlord shall have the right to terminate this Lease by delivering written
notice of termination to Tenant within fifteen (15) days after such requirement
is made by any such holder, whereupon this Lease shall end on the date of such
damage as if the date of such damage were the date originally fixed in this
Lease for the expiration of the Term.


14






          22.6
In the event of any damage or destruction to the Building or Premises by any
peril  covered by the provisions of this Article 22, it shall be Tenant’s
responsibility to properly secure the Premises and upon notice from Landlord to remove forthwith, at its sole cost
and expense, such portion of all of the property belonging to Tenant or its licensees
from such portion or all of the Building or Premises as Landlord shall request.


23. EMINENT DOMAIN. If
all or any substantial part of the Premises shall be taken or appropriated by
any public or quasi-public authority under the power of eminent domain, or
conveyance in lieu of such appropriation, either party to this Lease shall have
the right, at its option, of giving the other, at any time within thirty (30)
days after such taking, notice terminating this Lease, except that Tenant may
only terminate this Lease by reason of taking or appropriation, if such taking
or appropriation shall be so substantial as to materially interfere with
Tenant’s use and occupancy of the Premises. If neither party to this Lease
shall so elect to terminate this Lease, the rental thereafter to be paid shall
be adjusted on a fair and equitable basis under the circumstances, In addition
to the rights of Landlord above, if any substantial part of the Building shall
be taken or appropriated by any public or quasi-public authority under the
power of eminent domain or conveyance in lieu thereof, and regardless of
whether the Premises or any part thereof are so taken or appropriated, Landlord
shall have the right, at its sole option, to terminate this Lease. Landlord
shall be entitled to any and all income, rent, award, or any interest
whatsoever in or upon any such sum, which may be paid or made in connection
with any such public or quasi-public use or purpose, and Tenant hereby assigns
to Landlord any interest it may have in or claim to all or any part of such
sums, other than any separate award which may be made with respect to Tenant’s
trade fixtures and moving expenses; Tenant shall make no claim for the value of
any unexpired Term.


24. SALE BY LANDLORD. In event of a sale or conveyance by Landlord of
the Building, the same shall operate to release Landlord from any future
liability upon any of the covenants or conditions, expressed or implied,
contained in this Lease in favor of Tenant, and in such event Tenant agrees to
look solely to the responsibility of the successor in interest of Landlord in
and to this Lease. Except as set forth in this Article 24, this Lease shall not
be affected by any such sale and Tenant agrees to attorn to the purchaser or
assignee. If any security has been given by Tenant to secure the faithful
performance of any of the covenants of this Lease, Landlord may transfer or deliver
said security, as such, to Landlord’s successor in interest and thereupon
Landlord shall be discharged from any further liability with regard to said
security.


25. ESTOPPEL CERTIFICATES. Within ten (10) days
following any written request which Landlord may make from time to time, Tenant
shall execute and deliver to Landlord or mortgagee or prospective mortgagee a sworn statement certifying: (a) the date of
commencement of this Lease; (b) the fact that this Lease is unmodified and in full
force and  effect (or, if there have been modifications to
this Lease, that this Lease is in full force and effect, as modified, and
stating the date and nature of such modifications); (c) the date to which the
rent and other sums payable under this Lease have been paid; (d) the fact that
there are no current defaults under this Lease by either Landlord or Tenant
except as specified in Tenant’s statement; and (e) such other matters as may be
requested by Landlord. Landlord and Tenant intend that any statement delivered
pursuant to this Article 25 may be relied upon by any mortgagee, beneficiary or
purchaser, and Tenant shall be liable for all loss, cost or expense resulting
from the failure of any sale or funding of any loan caused by any material
misstatement contained in such estoppel certificate. Tenant irrevocably agrees
that if Tenant fails to execute and deliver such certificate within such ten
(10) day period Landlord or Landlord’s beneficiary or agent may execute and
deliver such certificate on Tenant’s behalf, and that such certificate shall be
fully binding on Tenant.


26. SURRENDER OF PREMISES.


          26.1
Tenant shall arrange to meet Landlord for two (2) joint inspections of
the Premises, the first to occur at least thirty (30) days (but no more than
sixty (60) days) before the last day of the Term, and the second to occur not
later than forty-eight (48) hours after Tenant has vacated the Premises. In the
event of Tenant’s failure to arrange such joint inspections and/or participate
in either such inspection, Landlord’s inspection at or after Tenant’s vacating
the Premises shall be conclusively deemed correct for purposes of determining
Tenant’s responsibility for repairs and restoration.


          26.2
All alterations, additions, and improvements in, on, or to the Premises
made or installed by or for Tenant, including carpeting (collectively,
“Alterations”), shall be and remain the property of Tenant during the Term.
Upon the expiration or sooner termination of the Term, all Alterations shall
become a part of the realty and shall belong to Landlord without compensation,
and title shall pass to Landlord under this Lease as by a bill of sale. At the
end of the Term or any renewal of the Term or other sooner termination of this
Lease, Tenant will peaceably deliver up to Landlord possession of the Premises,
together with all Alterations by whomsoever made, in the same conditions
received or first installed, broom clean and free of all debris, excepting only
ordinary wear and tear and damage by fire or other casualty. Notwithstanding
the foregoing, if Landlord elects by notice given to Tenant at least ten (10)
days prior to expiration of the Term, Tenant shall, at Tenant’s sole cost,
remove any Alterations, including carpeting, so designated by Landlord’s
notice, and repair any damage caused by such removal. Tenant must, at Tenant’s
sole cost, remove upon termination of this Lease, any and all of Tenant’s furniture,
furnishings, movable
partitions of less than full height from floor to ceiling and other trade
fixtures and personal property (collectively, “Personalty”). Personalty not so
removed shall be deemed abandoned by the Tenant and title to the same shall
thereupon pass to Landlord under this Lease as by a bill of sale, but Tenant
shall remain responsible for the cost of removal and disposal of such
Personalty, as well as any damage caused by such removal. In lieu of requiring
Tenant to remove Alterations and Personalty and repair the Premises as
aforesaid, Landlord may, by written notice to Tenant delivered at least thirty
(30) days before the Termination Date, require Tenant to pay to Landlord, as
additional rent hereunder, the cost of such removal and repair in an amount
reasonably estimated by Landlord.


15






          26.3
All obligations of Tenant under this Lease not fully performed as of the
expiration or earlier termination of the Term shall survive the expiration or
earlier termination of the Term Upon the expiration or earlier termination of
the Term, Tenant shall pay to Landlord the amount, as estimated by Landlord,
necessary to repair and restore the Premises as provided in this Lease and/or
to discharge Tenant’s obligation for unpaid amounts due or to become due to
Landlord. All such amounts shall be used and held by Landlord for payment of
such obligations of Tenant, with Tenant being liable for any additional costs
upon demand by Landlord, or with any excess to be returned to Tenant after all
such obligations have been determined and satisfied. Any otherwise unused
Security Deposit shall be credited against the amount payable by Tenant under
this Lease.


27. NOTICES. Any notice or document required or
permitted to be delivered under this Lease shall be addressed to the intended
recipient, by fully prepaid registered or certified United States Mail return
receipt requested, or by reputable independent contract delivery service
furnishing a written record, of attempted or actual delivery, and shall be
deemed to be delivered when tendered for delivery to the addressee at its
address set forth on the Reference Pages, or at such other address as it has then last specified by written
notice delivered in accordance with this Article 27, or if to Tenant at either
its aforesaid address or its last known registered office or home of a
general partner or individual owner, whether or not actually accepted or
received by the addressee. Any such notice or document may also be personally
delivered if a receipt is signed by and received from, the individual, if any,
named in Tenant’s Notice Address.


28. TAXES PAYABLE BY TENANT. In addition to
rent and other charges to be paid by Tenant under this Lease, Tenant shall
reimburse to Landlord, upon demand, any and all taxes payable by Landlord
(other than net income taxes) whether or not now customary or within the
contemplation of the parties to this Lease: (a) upon, allocable to, or measured
by or on the gross or net rent payable under this Lease, including without
limitation any gross income tax or excise tax levied by the State, any
political subdivision thereof, or the Federal Government with respect to the
receipt of such rent; (b) upon or with respect to the possession, leasing,
operation, management, maintenance, alteration, repair, use or occupancy of the
Premises or any portion thereof, including any sales, use or service tax imposed
as a result thereof; (c) upon or measured by the Tenant’s gross receipts or
payroll or the value of Tenant’s equipment, furniture, fixtures and other
personal property of Tenant or leasehold improvements, alterations or additions
located in the Premises; or (d) upon this transaction or any document to which
Tenant is a party creating or transferring any interest of Tenant in this Lease
or the Premises. In addition to the foregoing, Tenant agrees to pay, before
delinquency, any and all taxes levied or assessed against Tenant and which
become payable during the term hereof upon Tenant’s equipment, furniture,
fixtures and other personal property of Tenant located in the Premises.


29. RELOCATION OF TENANT. Landlord, at its sole
expense, on at least sixty (60) days prior written notice, may require Tenant
to move from the Premises to other space of comparable size and decor, 
within the same property, Hohokam 10 East Park, in order to permit Landlord
to consolidate the space leased to Tenant with other adjoining space leased or
to be leased to another tenant. In the event of any such relocation, Landlord
will pay all expenses of preparing and decorating the new premises so that they
will be substantially similar to the Premises from which Tenant is moving, and
Landlord will also pay the expense of moving Tenant’s furniture and equipment
to the relocated premises. In such event this Lease and each and all of the
terms and covenants and conditions hereof shall remain in full force and effect
and thereupon be deemed applicable to such new space except that revised
Reference Pages and a revised Exhibit A shall become part of this Lease
and shall reflect the location of the new premises. 


30. DEFINED TERMS AND HEADINGS. The Article
headings shown in this Lease are for convenience of reference and shall in no
way define, increase, limit or describe the scope or intent of any provision of
this Lease. Any indemnification or insurance of Landlord shall apply to and
inure to the benefit of all the following “Landlord Entities”, being Landlord,
Landlord’s investment manager, and the trustees, boards of directors, officers,
general partners, beneficiaries, stockholders, employees and agents of each of
them. Any option granted to Landlord shall also include or be exercisable by
Landlord’s trustee, beneficiary, agents and employees, as the case may be. In
any case where this Lease is signed by more than one person, the obligations
under this Lease shall be joint and several. The terms “Tenant” and “Landlord”
or any pronoun used in place thereof shall indicate and include the masculine
or feminine, the singular or
plural number, individuals, firms or corporations, and their and each of their
respective successors, executors, administrators and


16






permitted assigns, according to the context
hereof. The term “rentable area” shall mean the rentable area of the Premises
or the Building as calculated by the Landlord on the basis of the plans
and specifications of the Building including a proportionate share of any
common areas. Tenant hereby accepts and agrees to be bound by the figures for
the rentable square footage of the Premises and Tenant’s Proportionate Share
shown on the Reference Pages; however, Landlord may adjust either or both
figures if there is manifest error, addition or subtraction to the Building or
any business park or complex of which the Building is a part, remeasurement or
other circumstance reasonably justifying adjustment. The term “Building” refers
to the structure in which the Premises are located and the common areas
(parking lots, sidewalks, landscaping, etc.) appurtenant thereto. If the
Building is part of a larger complex of structures, the term “Building” may
include the entire complex, where appropriate (such as shared Expenses or Taxes)-and subject to Landlord’s reasonable discretion.


31. TENANT’S AUTHORITY. If
Tenant signs as a corporation, partnership, trust or other legal entity each of
the persons executing this Lease on behalf of Tenant represents and
warrants that Tenant has been and is qualified to do  business in the state in
which the Building is located, that the entity has full right and authority to
enter into this Lease, and that all persons signing on behalf of the entity
were authorized to do so by appropriate actions. Tenant agrees to deliver to
Landlord, simultaneously with the delivery of this Lease, a corporate
resolution, proof of due authorization by partners, opinion of counsel or other
appropriate documentation reasonably acceptable to Landlord evidencing the due
authorization of Tenant to enter into this Lease.


32. FINANCIAL STATEMENTS AND CREDIT REPORTS. At
Landlord’s request, but only upon change of lease terms, or the refinancing
or sale of the property, Tenant shall deliver to Landlord a copy, certified
by an officer of Tenant as being a true and correct copy, of Tenant’s most
recent audited financial statement, or, if unaudited, certified by Tenant’s
chief financial officer as being true, complete and correct in all material
respects. Tenant hereby authorizes Landlord to obtain one or more credit
reports on Tenant at any time, and shall execute such further authorizations as
Landlord may reasonably require in order to obtain a credit report.


33. COMMISSIONS. Each of the parties represents
and warrants to the other that it has not dealt with any broker or finder in
connection with this Lease, except as described on the Reference Pages.


34. TIME AND APPLICABLE LAW. Time is of the
essence of this Lease and all of its provisions. This Lease shall in all
respects be governed by the laws of the state in which the Building is located.


35. SUCCESSORS AND ASSIGNS. Subject to the
provisions of Article 9, the terms, covenants and conditions contained in this
Lease shall be binding upon and inure to the benefit of the heirs, successors,
executors, administrators and assigns of the parties to this Lease.


36. ENTIRE AGREEMENT. This Lease, together with
its exhibits, contains all agreements of the parties to this Lease and
supersedes any previous negotiations. There have been no representations made
by the Landlord or any of its representatives or understandings made between
the parties other than those set forth in this Lease and its exhibits. This
Lease may not be modified except by a written instrument duly executed by the
parties to this Lease.


37. EXAMINATION NOT OPTION. Submission of this
Lease shall not be deemed to be a reservation of the Premises. Landlord shall
not be bound by this Lease until it has received a copy of this Lease duly
executed by Tenant and has delivered to Tenant a copy of this Lease duly
executed by Landlord, and until such delivery Landlord reserves the right to
exhibit and lease the Premises to other prospective tenants. Notwithstanding
anything contained in this Lease to the contrary, Landlord may withhold delivery
of possession of the Premises from Tenant until such time as Tenant has paid to
Landlord any security deposit required by Article 5, the first month’s rent as
set forth in Article 3 and any sum owed pursuant to this Lease.


38. RECORDATION. Tenant
shall not record or register this Lease or a short form memorandum hereof
without the prior written consent of Landlord, and then shall pay all charges
and taxes incident such recording or registration.


39. LIMITATION OF LANDLORD’S LIABILITY. Redress
for any claim against Landlord under this Lease shall be limited to and
enforceable only against and to the extent of Landlord’s interest in the
Building. The obligations of


          [THE
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


17






Landlord under this Lease are not intended to be and
shall not be personally binding on, nor shall any resort be had to the not be
personally binding on, nor shall any resort be had to the private properties
of, any of its or its investment manager’s trustees, directors, officers, partners,
beneficiaries, members, stockholders, employees, or agents, and in no case
shall Landlord be liable to Tenant hereunder for any lost profits, damage to
business, or any form of special, indirect or consequential damages.


	
 

	
 

	
 

	
 

	
 


	
LANDLORD:

	
 

	
TENANT:


	
 

	
 

	
 


	
CALWEST INDUSTRIAL HOLDINGS, LLC

	
 

	
INTECON, INC.,


	
a Delaware limited liability
  company

	
 

	
an Arizona corporation


	
 

	
 

	
 

	
 

	
 


	
By: 

	
RREEF Management Company

	
 

	
 

	
 


	
 

	
a Delaware corporation, its Property Manager

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
By:

	


	
 

	
By:

	



	
 

	


	
 

	
 

	



	
Name: 

	
Bret C. Borg, CPM

	
 

	
Name: 

	
Brandon Spiker


	
Title: 

	
District Manager

	
 

	
Title: 

	
President


	
Dated:

	
1/6/06

	
 

	
Dated:

	
29 JAN 05





18






EXHIBIT
A – FLOOR PLAN DEPICTING THE PREMISES


attached
to and made a part of Lease bearing the

Lease Reference Date of November 17, 2005 between

Calwest Industrial Holdings, LLC, a Delaware limited liability company, as
Landlord and

Intecon, Inc., an Arizona corporation, as Tenant


Exhibits A is intended only to show the general layout
of the Premises as of the beginning of the Term of this Lease. It does not in
any way supersede any of Landlord’s rights set forth in Article 17 with respect
to arrangements and/or locations of public parts of the Building and changes in
such arrangements and/or locations. It is not to be scaled; any measurements or
distances shown should be taken as approximate.


HOHOKAM 10 EAST PARK 
TEMPE, ARIZONA 85281 







Initials


A-1







EXHIBIT A-l – SITE PLAN


attached to and made a part of
Lease bearing the

Lease Reference Date of November 17, 2005 between

Calwest Industrial Holdings, LLC, a Delaware limited liability
company, as Landlord and

Intecon, Inc., an Arizona corporation, as Tenant


Exhibits
A-1 is intended only to show the general layout of the Premises as of the
beginning of the Term of this Lease. It does not in any way supersede any of Landlord’s
rights set forth in Article 17 with respect to arrangements and/or locations of
public parts of the Building and changes in such arrangements and/or locations.
It is not to be scaled; any measurements or distances shown should be taken as approximate.


HOHOKAM 10 EAST PARK 
TEMPE, ARIZONA 85281 








Initials


A-2








EXHIBIT
B – INITIAL ALTERATIONS


attached
to and made a part of Lease bearing the

Lease Reference Date of November 17, 2005 between

Calwest Industrial Holdings, LLC, a Delaware limited liability company, as
Landlord and

Intecon, Inc., an Arizona corporation, as Tenant


Landlord will, at Landlord’s expense, provide tenant
improvements as listed below and as shown on Exhibit B-l at a cost not to
exceed Twenty –Two Thousand Nine Hundred and Forty ($22,940.00). Any cost over
this amount shall be the tenant’s responsibility.


	
 

	
 

	
 


	
 

	
1)

	
Re-key premises.


	
 

	
 

	
 


	
 

	
2)

	
Provide roll-up doors, electrical and plumbing in
  good working order and shall warrant such for period of (30) days after Lease
  commencement.


	
 

	
 

	
 


	
 

	
3)

	
Construct an air-conditioned room with 10’ ceiling
  grid and 9’ tall clear span outward swinging double man door. (No flooring or
  electrical needed, baseboards needed). Southern boundary of wall to be North
  side of existing light switches, Eastern boundary to be at existing wing
  wall. Prior to construction, Landlord and Tenant shall meet at space to walk
  through and confirm details of improvements. As shown on “Exhibit B-l”.


	
 

	
 

	
 


	
 

	
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT
  BLANK]







Initials


B-1






EXHIBIT B-l – FLOOR PLAN OF INITIAL ALTERATIONS &
MODIFICATIONS


attached to and made a part of
Lease bearing the

Lease Reference Date of November 17, 2005 between

Calwest Industrial Holdings, LLC, a Delaware limited liability company,
as Landlord and

Intecon, Inc., an Arizona corporation, as Tenant


HOHOKAM 10 EAST PARK 
TEMPE, ARIZONA 85281 







Initials


B-2








EXHIBIT
B-1 – FLOOR PLAN OF INITIAL ALTERATIONS & MODIFICATIONS


attached to and made a part of Lease bearing the

Lease Reference Date of November 17,
2005 between

Calwest Industrial Holdings, LLC, a
Delaware limited liability company, as Landlord and

Intecon, Inc., an Arizona
corporation, as Tenant





	
 

	
 

	
 


	
 

	
Estimate


	
GTI
  Contractors, Inc.

	
Date

	
Estimate#


	
5016 S. ASH AVENUE, SUITE 108

	


	



	
TEMPE, AZ 85282-6845

	
11/10/2005

	
2424


	
602-426-1010 FAX 602-426-1011

	


	









	
 

	
 


	
Name/Address

	
 


	


	
 


	
Rreef
  Property Management 

  4050 E. Cotton Center Lane 

  Suite 14

  Phoenix, AZ 85040 

  Attn: Cathy Obermiller

	
 








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Project


	
 

	
 

	
 

	



	
 

	
 

	
 

	
1215
  S. Park Lane, Suite 4 & 5


	
 

	
 

	
 

	



	
Item

	
 

	
Description

	
 

	
 

	
  Total


	


	


	


	


	


	



	
FRAME/DRYWALL

	
 

	
 

	
 

	
 

	
 


	
IP
  to Deck-Drywall

	
 

	
55
  lineal feet of 12’ high drywall partitions with heavy gauge steel studs at
  door location to support new 8’ X 9’ steel doors and frame

	
 

	
3,740.00


	
Low
  Walls

	
 

	
32
  lineal feet of 4’ high pony wall
FRAME/DRYWALL TOTAL

	
 

	
960.00
4,700.00


	
ELECTRICAL

	
 

	
 

	
 

	
 

	
 


	
2X4
  Lighting

	
 

	
16
  new 2 X 4 prismatic light fixtures to be installed

	
 

	
2,464.00


	
Switches

	
 

	
1
  standard switch for lights

	
 

	
90.20


	
HVAC
  Wiring

	
 

	
1
  new AC to be wired

	
 

	
423.50


	
 

	
 

	
ELECTRICAL
  TOTAL

	
 

	
2,977.70


	
Insulation

	
 

	
R-19
  insulation for new warehouse walls

	
 

	
510.00 


	
 


	
Grid
  & Tile

	
 

	
Install
  736 square feet of new grid ceiling system with R-19 insulation above

	
 

	
1,288.00 


	
 

	
 

	
 

	
 

	
 

	
 


	
PAINT

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Subtotal

	
 

	
 


	


	


	


	


	


	



	
ACCEPTANCE
  DATED:

	
 

	
 

	
Sales
  Tax

	
        (5.27%)


	
 

	
 

	
 

	


	



	
 

	
 

	
 

	
 

	
 


	
SIGNATURE

	
 

	
 

	
Total

	
 

	
 


	
 

	
 

	
 

	


	


	











Initials


B-3








EXHIBIT B-l – FLOOR PLAN OF INITIAL ALTERATIONS &
MODIFICATIONS


attached to and made a part of Lease bearing the

Lease Reference Date of November 17,
2005 between

Calwest Industrial Holdings, LLC, a Delaware limited liability company,
as Landlord and

Intecon, Inc., an Arizona corporation, as
Tenant


	
 

	
 

	
 


	
 

	
Estimate 


	
GTI
  Contractors, Inc.

	
Date

	
Estimate#


	
5016 S, ASH AVENUE, SUITE 108

	


	



	
TEMPE, AZ 85282-6845

	
11/10/2005

	
2424


	
602-426-1010 FAX 602-426-1011

	


	









	
 

	
 


	
Name/Address

	
 


	


	
 


	
Rreef
  Property Management 

  4050 E. Cotton Center Lane 

  Suite 14

  Phoenix, AZ 85040 

  Attn: Cathy Obermiller

	
 








	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Project


	
 

	
 

	
 

	



	
 

	
 

	
 

	
1215
  S. Park Lane, Suite 4 & 5


	
 

	
 

	
 

	



	
Item

	
 

	
Description

	
 

	
 

	
  Total


	


	


	


	


	


	



	
Wall
  Paint

	
 

	
Painting of 1,320 square feet of new warehouse walls

	
 

	
 

	
594.00


	
Wall
  Paint

	
 

	
Painting
  of pony wall

	
 

	
128.00


	
Door
  Paint

	
 

	
Painting
  of doors

	
 

	
160.00


	
 

	
 

	
PAINT
  TOTAL

	
 

	
 

	
882.00


	
DOORS/HARDWARE
  

	
 

	
 

	
 

	
 


	
Metal
  Door & Frame

	
 

	
1 set of double 8’ x 9’ hollow metal doors with frame,
  ball bearing, hinges and locking hardware

	
 

	
1,350.00


	
Door
  Labor

	
 

	
Door
  & frame labor

	
 

	
200.00


	
 

	
 

	
DOOR/HARDWARE
  TOTAL

	
 

	
1,550.00


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Subtotal

	
 

	
11,907.70


	
Contractors
  Fee

	
 

	
 

	
 

	
1,786.16


	
 

	
 

	
 

	
Subtotal

	
$  

	
13,693.86


	


	


	


	


	


	



	
ACCEPTANCE DATED:

	
 

	
 

	
Sales
  Tax (5.27%)

	
$  

	
721.67


	
 

	
 

	
 

	


	


	



	
SIGNATURE:

	
 

	
 

	
Total

	
$  

	
14,415.53


	
 

	
 

	
 

	


	


	








Initials


B-4







EXHIBIT
B-l – FLOOR PLAN OF INITIAL ALTERATIONS & MODIFICATIONS


attached
to and made a part of Lease bearing the

Lease Reference Date of November 17, 2005
between

Calwest Industrial Holdings, LLC, a Delaware limited liability company, as
Landlord and

Intecon, Inc., an Arizona
corporation, as Tenant


	
 

	
 

	
 

	
 


	
KOOL ENERGY

	


	
PROPOSAL and CONTRACT

	
Office: (480) 894-2245,


	
Air Conditioning & Heating, Inc.

	
 

	
Office/Fax: (480) 968-9565


	
2450 West 12th St., ws

	
 

	
 


	
Tempo, Arizona 85281

	
 

	
 





To.                                    
RREEF                           c/o
Cathy                          
(Buyer)  


Address:_________________________________________________________ Date:  11/17/05                 


city:                                          State:
                                     Zip:       
                   Telephone:      6-468-6812       


SELLER proposes to perform
the following work at: 1215 S. Park #4,5; Tempe 1400 sq. ft.


	
 

	
 


	
EQUIPMENT:

	
1 ea. NEW 5T COLEMAN-YORK
  COMMERCIAL 208V 3PH


	
 

	
1 set 30’ of insulated
  metal trunkline


	
 

	
1 set New roof el, jack and
  sleepers








	
 

	
 

	
 


	
Duclwork
      Sheetmetal &
flex     

	
Hood
Vent              —                   

	
Condensate
PVC off roof   


	
   


	
Bath
Fans              —                   

	
Electrical
24V only  

	
Equipment
Foundations Redwood  


	
   


	
Registers 6 T-Bar 10”  

	
Tee
Tops Incl.  

	
Return
System Incl.  


	
   


	
Grills
2 R/Air filtered  

	
Ref.Lines
Incl. 

	
Thermostats
9500 Digital  










	
 

	
 

	
 

	
 

	
 

	
 


	
Evap
  Cooling 

	
Existing

	
_____________

	
_____________

	
_____________

	
_____________


	
 

	
Make

	
Model

	
Motor Space

	
CFM

	
Accessories




	
Contract
  Price:

	
6020.00

	
Sale   Tax: 

	
316.95

	
Total  Price: 

	
$6336.95







	
 

	
 


	
Payment Agreement:

	
Options:


	
      50%
  Rough In

	
 


	
      50%
  Trim

	
      Existing
  roof unit is only 3T





          Any
attorney fees for collection to be made by contract acceptance party.


          Co.
& Mfg. warranty 5 yrs. comp; 1 yr.
parts/labor


Equipment and parts subject to increase after 30 days.

Contract offer valid for 60 days. The entire amount of contract to be
paid upon completion.


          Any
alteration or deviation from the above specifications involving extra cost of
material or labor will only be executed upon written orders for same, and will
become an extra charge over the sum mentioned in this contract. All agreements
must be made in writing. Please sign and date the pink copy and return to Kool Energy upon your acceptance
of this contract. Thank You.


	
 

	
 

	
 

	
 


	
ACCEPTANCE

	
 

	
 

	
Respectfully
  submitted.


	
You are hereby authorized to furnish all materials and
labor required to complete the work mentioned in the above proposal, lor which RREEF agree to pay the amount mentioned in said
proposal, and according to the terms thereof. 

ACCEPTED 

	
 

	
 

	
KOOL
  ENERGY A/C & HEATING


	
 

	
 

	
 


	
 

	
By

	



	
 

	
 

	



	
 

	
 

	
Ted  Tucci salesman


	
 

	
 

	
 

	
 


	


	
 

	
 

	



	
Buyer

	
 

	
 

	
 


	


	
 

	
 

	
By
  Tax Only.


	
Buyer
  

	
 

	
 

	
CENSED • BONOED • INSURED • K-39 LICENSE  #148188 COMMERCIAL/RESIDENTIAL


	
Date

	
 

	
 


	


	
 

	
 







Initials


B-5






EXHIBIT
C – COMMENCEMENT DATE MEMORANDUM


attached
to and made a part of Lease bearing the

Lease Reference Date of November 17, 2005 between

Calwest Industrial Holdings, LLC, a Delaware limited liability company, as
Landlord and

Intecon, Inc., an Arizona corporation, as Tenant


COMMENCEMENT
DATE MEMORANDUM


          THIS
MEMORANDUM, made as of                        , 20              , by and between                  
(“Landlord”) and                     (“Tenant”).


Recitals:


	
 

	
 

	
 


	
 

	
A.

	
Landlord and Tenant are parties to that certain
  Lease, dated for reference _______________, 20____ (the “Lease”) for certain premises (the
  “Premises”) consisting of approximately                       square
  feet at the building commonly known as                   . 


	
 

	
 

	
 


	
 

	
B.

	
Tenant is in possession of the
  Premises and the Term of the Lease has commenced.


	
 

	
 

	
 


	
 

	
C.

	
Landlord and Tenant desire to
  enter into this Memorandum confirming the Commencement Date, the Termination
  Date and other matters under the Lease. 


	
 

	
 

	
 


	
 

	
NOW, THEREFORE, Landlord and Tenant agree as follows:
  


	
 

	
 

	
 


	
 

	
1.

	
The actual Commencement Date is __________. 


	
 

	
 

	
 


	
 

	
2.

	
The actual Termination Date is ___________.


	
 

	
 

	
 


	
 

	
3.

	
The schedule of the Annual Rent and the Monthly
  Installment of Rent set forth on the Reference Pages is deleted in its entirety, and the
  following is substituted therefor:





[insert
rent schedule] 







	
 

	
 

	
 


	
 

	
4.

	
Capitalized terms not defined herein shall have the same meaning as set
forth in the Lease.










          IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date and year first above written.


	
 

	
 

	
 

	
 

	
 


	
LANDLORD:

	
 

	
TENANT:


	
 

	
 

	
 

	
 

	
 


	
By:

	
 

	
 

	
 

	
 


	
By:

	
DO NOT SIGN

	
 

	
By:

	
DO NOT SIGN


	
 

	


	
 

	
 

	



	
Name:

	
 

	
 

	
Name:

	
 


	
 

	


	
 

	
 

	



	
Title:

	
 

	
 

	
Title:

	
 


	
 

	


	
 

	
 

	



	
Dated:

	
 

	
 

	
Dated:

	
 


	
 

	


	
 

	
 

	








Initials


C-1






EXHIBIT
D – RULES AND REGULATIONS


attached
to and made a part of Lease bearing the

Lease Reference Date of November 17, 2005 between

Calwest Industrial Holdings, LLC, a Delaware limited liability company, as
Landlord and

Intecon, Inc., an Arizona corporation, as Tenant


1. No sign, placard,
picture, advertisement, name or notice (collectively referred to as “Signs”)
shall be installed or displayed on any part of the outside of the Building
without the prior written consent of the Landlord which consent shall be in
Landlord’s sole discretion. All approved Signs shall be printed, painted,
affixed or inscribed at Tenant’s; expense by a person or vendor approved by
Landlord and shall be removed by Tenant at Tenant’s expense upon vacating the
Premises. Landlord shall have the right to remove any Sign installed or
displayed in violation of this rule at Tenant’s expense and without notice.


2. If Landlord objects in writing to any curtains,
blinds, shades or screens attached to or hung in or used in connection with
any window or door of the Premises or Building, Tenant shall immediately
discontinue such use. No awning shall be permitted on any part of the Premises.
Tenant shall not place anything or allow anything to be placed against or near
any glass partitions or doors or windows which may appear unsightly, in the
opinion  of  Landlord, from outside
the Premises.


3. Tenant shall not alter any lock or other access
device or install a new or
additional lock or access device or bolt
on any door of its Premises without the prior written consent of
Landlord. Tenant, upon the
termination of its tenancy, shall deliver to Landlord the keys or other means
of access to all doors.  


4. If Tenant requires telephone, data, burglar alarm
or similar service, the cost of purchasing, installing and maintaining such
service shall be borne solely by Tenant. No boring or cutting for wires will be
allowed without the prior written consent of Landlord. Landlord shall direct
electricians as to where and how telephone, data, and electrical wires are to
be introduced or installed. The location of burglar alarms, telephones, call
boxes or other office equipment affixed to the Premises shall be subject to the
prior written approval of Landlord.


5. Tenant shall not place
a load upon any floor of its Premises, including mezzanine area, if any, which
exceeds the load per square foot that such floor was designed to carry and that
is allowed by law. Heavy objects shall stand on such platforms as determined by
Landlord to be necessary to properly distribute the weight. Landlord will not
be responsible for loss of or damage to any such equipment or other property
from any cause, and all damage done to the Building by maintaining or moving
such equipment or other property shall be repaired at the expense of Tenant.


6. Tenant shall not
install any radio or television antenna, satellite dish, loudspeaker or other
device on the roof or exterior walls of the Building without Landlord’s prior
written consent which consent shall be in Landlord’s sole discretion.


7. Tenant shall not mark,
drive nails, screw or drill into the partitions, woodwork, plaster or drywall
(except for pictures and general office uses) or in any way deface the Premises
or any part thereof. Tenant shall not affix any floor covering to the floor of
the Premises or paint or seal any floors in any manner except as approved by
Landlord. Tenant shall repair any damage resulting from noncompliance with this
rule.


8. No cooking shall be
done or permitted on the Premises, except that Underwriters’ Laboratory
approved microwave ovens or equipment for brewing coffee, tea, hot chocolate
and similar beverages shall be permitted, provided that such equipment and use
is in accordance with all applicable federal, state and city laws, codes, ordinances,
rules and regulations.


9. Tenant shall not use any hand trucks except those
equipped with the rubber tires and side guards, and may use such other
material-handling equipment as Landlord may approve. Tenant shall not bring any
other vehicles of any kind into the Building. Forklifts which operate on
asphalt areas shall only use tires that do not damage the asphalt.


10. Tenant shall not use
the name of the Building or any photograph or other likeness of the Building in
connection with or in promoting or
advertising Tenant’s business except that Tenant may include the Building name
in Tenant’s address. Landlord shall have the right, exercisable without notice
and without liability to any tenant, to change the name and address of the
Building. 




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D-1






11. All trash and refuse
shall be contained in suitable receptacles at locations approved by Landlord,
Tenant shall not place in the trash receptacles any personal trash or material
that cannot be disposed of in the ordinary and customary manner of removing such
trash without violation of any law or ordinance governing such disposal.


12. Tenant shall comply with all safety, fire
protection and evacuation procedures and regulations established by Landlord
or any governing authority.


13. Tenant assumes all responsibility for securing
and protecting its Premises and its contents including keeping doors locked
and other means of entry to the Premises closed.


14. Tenant shall not use any method of heating or air
conditioning other than that supplied by Landlord without Landlord’s
prior written consent.


15. No person shall go on
the roof without Landlord’s permission.


16. Tenant shall not
permit any animals, other than seeing-eye dogs, to be brought or kept in or
about the Premises or any common area of the property.


17. Tenant shall not
permit any motor vehicles to be washed or mechanical work or maintenance of
motor vehicles to be performed on any portion of the Premises or parking lot.


18. These Rules and
Regulations are in addition to, and shall not be construed to in any way modify
or amend, in whole or in part, the terms, covenants, agreements and conditions
of any lease of any premises in the Building. Landlord may waive any one or
more of these Rules and Regulations for the benefit of any tenant or tenants,
and any such waiver by Landlord shall not be construed as a waiver of such
Rules and Regulations for any or all tenants.


19. Landlord reserves the
right to make such other and reasonable rules and regulations as in its
judgment may from time to time be needed for safety and security, for care and
cleanliness of the Building and for the preservation of good order in and about
the Building. Tenant agrees to abide by all such rules and regulations herein
stated and any additional rules and regulations which are adopted. Tenant shall
be responsible for the observance of all of the foregoing rules by Tenant’s
employees, agents, clients, customers, invitees and guests.


20. Any toilet rooms, toilets, urinals, wash bowls and
other apparatus shall not be used for any purpose other than that for which
they were constructed and no foreign substance of any kind whatsoever shall be
thrown into them. The expense of any breakage, stoppage or damage resulting
from the violation of this rule shall be borne by the Tenant who, or whose
employees or invitees, shall have caused it.


21. Tenant shall
not permit smoking or carrying of lighted cigarettes or cigars in areas
reasonably designated by Landlord or any applicable governmental
agencies as non-smoking areas.


22. Any directory of the
Building or project of which the Building is a part (“Project Area”), if
provided, will be exclusively for the display of the name and location of
tenants only and Landlord reserves the right to charge for the use thereof and
to exclude any other names.


23. Canvassing, soliciting, distribution of handbills
or any other written material in the Building or Project Area is prohibited and
each tenant shall cooperate to prevent the same. No tenant shall solicit
business from other tenants or permit the sale of any goods or merchandise in
the Building or Project Area without the written consent of Landlord.


24. Any equipment belonging to Tenant which causes
noise or vibration that may be transmitted to the structure of the Building or
to any space therein to such a degree as to be objectionable to Landlord or to
any tenants in the Building shall be placed and maintained by Tenant, at
Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate the noise or vibration. 


25. Driveways, sidewalks, halls, passages, exits,
entrances and stairways (‘Access Areas”) shall not be obstructed by tenants or
used by tenants for any purpose other than for ingress to and egress from their
respective premises. Access areas are not for the use of the general public and
Landlord shall in all cases retain the right to control and prevent access
thereto by all persons whose presence, in the judgement of
Landlord, shall be prejudicial to the safety, character, reputation and
interests of the Building or its tenants.




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26. Landlord reserves the
right to designate the use of parking areas and spaces. Tenant shall not park
in visitor, reserved, or unauthorized parking areas. Tenant and Tenant’s guests
shall park between designated parking lines only and shall not park motor
vehicles in those areas designated by Landlord for loading and unloading.
Vehicles in violation of the above shall be subject to being towed at the
vehicle owner’s expense. Vehicles parked overnight without prior written
consent of the Landlord shall be deemed abandoned and shall be subject to being
towed at vehicle owner’s expense. Tenant will from time to time, upon the
request of Landlord, supply Landlord with a list of license plate numbers of
vehicles owned or operated by its employees or agents.


27. No trucks, tractors
or similar vehicles can be parked anywhere other than in Tenant’s own truck
dock area. Tractor-trailers which must be unhooked or parked with dolly wheels
beyond the concrete loading areas must use steel plates or wood blocks under
the dolly wheels to prevent damage to the asphalt paving surfaces. No parking
or storing of such trailers will be permitted in the parking areas or on
streets adjacent thereto.


28. During periods of loading and unloading, Tenant shall not
unreasonably interfere with traffic flow and loading and unloading areas of
other tenants. All products, materials or goods must be stored within the
Tenant’s Promises and not in any exterior areas, including, but not limited to,
exterior dock platforms, against the exterior of the Building, parking areas
and driveway areas. Tenant agrees to keep the exterior of the Premises clean
and free of nails, wood, pallets, packing materials, barrels and any other
debris produced from their operation.


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EXHIBIT E –
ADDITIONAL SURRENDER CONDITIONS 


attached to and
made a part of Lease bearing the

Lease Reference Date of November 17, 2005 between

Calwest Industrial Holdings, LLC, a Delaware limited liability company, as
Landlord and

Intecon, Inc., an Arizona corporation, as Tenant 


          It
is the Tenant’s obligation to leave the Premises in good, clean condition with
all systems in good working order and repair. Among any other items deemed
reasonably appropriate by Landlord, the following items will be inspected by
Landlord at such time as Landlord deems inspection thereof to be appropriate to
confirm that they are in good working order and repair:


	
 

	
 

	
 


	
 

	
1.

	
All heating and air conditioning equipment, exhaust
  fans and hot water heaters. Tenant shall provide Landlord’s office with a
  copy of an inspection and service report detailing the condition of said
  equipment, which report shall be provided by an Arizona licensed mechanical
  contractor, within three (3) days after Tenant vacates or abandons the’
  Premises. If Landlord terminates Tenant’s right to possession of the
  Premises, Landlord shall have the report prepared at Tenant’s cost and
  expense.


	
 

	
 

	
 


	
 

	
2.

	
All lights in the office and warehouse must be
  working. Tenant is obligated to relamp and/or reballast the fixtures as
  necessary.


	
 

	
 

	
 


	
 

	
3.

	
All overhead doors must be serviced and repaired.


	
 

	
 

	
 


	
 

	
4.

	
All exterior metal doors, including hardware, must
  be serviced or replaced as necessary.


	
 

	
 

	
 


	
 

	
5.

	
All damaged sheetrock in the
  office area and in the warehouse along the demising walls shall be
  repaired.


	
 

	
 

	
 


	
 

	
6.

	
All office and warehouse floors must be left in
  good, clean condition.


	
 

	
 

	
 


	
 

	
7.

	
Any and all exterior signage must be removed, with
  Tenant having the obligation to repair and repaint the fascia as necessary.


	
 

	
 

	
 


	
 

	
8.

	
Tenant shall remove all data, telecommunication and
  other cabling installed by Tenant or Tenant’s contractors within the
  Premises. Unless directed otherwise by Landlord, conduit and all other
  raceways are to remain in place. Tenant must use caution not to c damage
  ceiling tile, ceiling grid, walls and all other improvements within the
  Premises when removing any such cabling. Tenant must restore ceiling tiles,
  ceiling grid, walls and all other improvements within the Premises to its
  original condition, normal wear & tear accepted.





          If
the Tenant elects not to do any of the above within three (3) days of written
notice, Landlord shall have the right to have the necessary repairs performed,
to deduct the cost thereof from the Security Deposit (if any), and to invoice
Tenant for the balance due. Tenant shall pay said balance within ten (10) days
of receipt of said invoice.


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EXHIBIT F –
SIGNAGE CRITERIA 


attached to and
made a part of Lease bearing the

Lease Reference Date of November 17, 2005 between

Calwest Industrial Holdings, LLC, a Delaware limited liability company, as
Landlord and

Intecon, Inc., an Arizona corporation, as Tenant 


TENANT IDENTIFICATION:

These signs will occur above the entry door to each suite.
The signs shall be applied to the existing sign accent panel, painted to match
existing building colors. 


	
 

	
 

	
 


	
 

	
DIMENSIONS: 

	
The copy shall not exceed 80% of the panel area.


	
 

	
COPY:

	
The copy shall be 12” tall
  white vinyl-letters in “Palatino Bold Italic” style.


	
 

	
ILLUMINATION:

	
None allowed.


	
 

	
 PERMIT:

	
A sign permit will be required from the City of
  Tempe prior to sign
  installation.





WINDOW GRAPHICS:

This selection stipulates the use of window graphics as a
means of Tenant identification. 


	
 

	
 

	
 


	
 

	
DIMENSIONS:

	
The area for the suite number will vary. There will
  be tenant copy allowed on the sidelights adjacent to the main entry. This
  copy will vary in size depending on
  Tenant name and logo but shall not exceed 4 square feet.


	
 


	
 

	
COPY:

	
The suite number shall be “Palatino Italic” style.
  Tenant copy shall be. “Palatino Bold Italic”. The maximum height for all
  copy shall be 4”. The copy will be white vinyl letters fixed to the exterior
  of the glass 5’6” above the floor and 11/2”
  away from the mullions. Rear door identification will consist of
  2” white vinyl in “Palatino Bold Italic” style.





Each Tenant will be allowed one
overhead sign location and one window graphic per building, regardless of
the number of suites occupied, to be installed at Tenant’s sole cost and
expense. Tenant is responsible for the cost to remove tenant identification
signage upon lease termination.


Please contact Universal Sign and Graphics for pricing
and sign layout information at (480) 897-2511.


The above sign criteria has been developed to allow
for maximum visibility for Tenants and potential clients set forth by RREEF
Management and the City of Tempe. The success of the sign design relies on the
compliance of these guidelines, consistently maintaining a high standard. No
deviations from this criteria may be implemented without prior written consent
from Landlord.




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EXHIBIT G –
RENEWAL OPTION 


attached to and
made a part of Lease bearing the

Lease Reference Date of November 17, 2005 between

Calwest Industrial Holdings, LLC, a Delaware limited liability company, as
Landlord and

Intecon, Inc., an Arizona corporation, as Tenant 


Tenant shall, provided the Lease is in full force and
effect and Tenant is not in default under any of the other terms and conditions
of the Lease at the time of notification or commencement, have two option(s) to
renew this Lease for a term of 36 months or 60 months at market rate, for the
portion of the Premises being leased by Tenant as of the date the renewal term
is to commence, on the same terms and conditions set forth in the Lease, except
as modified by the terms, covenants and conditions as set forth below:


	
 

	
 

	
 


	
 

	
a.

	
If Tenant elects to exercise said option, then
  Tenant shall provide Landlord with written notice no earlier than the date which is 180 days prior to the
  expiration of the then current term of the Lease but no later than the date
  which is 90 days prior to the expiration of the then current term of this
  Lease. If Tenant fails to provide such notice, Tenant shall have no further
  or additional right to extend or renew the term of the Lease.


	
 


	
 

	
b.

	
This option is not transferable; the parties hereto
  acknowledge and agree that they intend that the aforesaid  option to renew this Lease shall be
  “personal” to Tenant as set forth above and that in no event will any assignee or sublessee
  have any rights to exercise the aforesaid option to renew.





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Initials


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EXHIBIT H – LEASE
GUARANTY – INDIVIDUAL 


attached to and made a part of Lease bearing the

Lease Reference Dale of November
17, 2005 between

Calwest Industrial Holdings, LLC, a
Delaware limited liability company, as Landlord and

Intecon, Inc., an Arizona corporation,
as Tenant 


In consideration of the making of
the lease agreement by and between Calwest
Industrial Holdings, LLC, as Landlord, and Intecon, Inc., as Tenant, dated November 17, 2005, for the premises
commonly described as (hereinafter referred to as the “Lease”) and for the
purpose of inducing Landlord to enter into the undersigned hereby unconditionally guarantees the full and prompt
payment of rent and all other sums required to be paid by Tenant under the Lease (‘Guaranteed Payments”) and the
full and faithful performance of all terms, conditions, covenants, obligations
and agreements contained in the Lease on the Tenant’s part to be performed (“Guaranteed Obligations”) and the
undersigned
further promises to pay all of landlord’s costs and expenses (including reasonable attorney’s fees) incurred in
endeavoring to collect the Guaranteed payments of to enforce the Guaranteed Obligations or incurred in enforcing
this guaranty as well as all damages when landlord may suffer in consequence
of any default or breach under the Lease or this guaranty.


	
   

  	
   

  	
   

  
	
  1.

  	
  Landlord may at any time and
  from time to time, without notice to the undersigned, take any or all of the following
  actions without affecting or impairing the liability and obligation of the
  undersigned on this guaranty:

  
	
   

  	
   

  
	
   

  	
  a.

  	
  grant an extension or extensions of time of payment of any Guaranteed payment or time for performance of any Guaranteed
Obligation;

  
	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  grant an indulgence or indulgences in any Guaranteed Payment or in the performance
  of any Guaranteed Obligation;

  
	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  modify or amend the Lease or
  any term or there of, or any obligation of Tenant arising thereunder;

  
	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  consent to any assignment or assignments, sublease or
  subleases and successive assignments or subleases
  by Tenant’s assigns or guarantees
  or a change or different use of the leased premises;

  
	
   

  	
   

  	
   

  
	
   

  	
  e.

  	
  consent to an
  extension or extensions of the term of the Lease;

  
	
   

  	
   

  	
   

  
	
   

  	
  f.

  	
  accept other guarantors; and/or

  
	
   

  	
   

  	
   

  
	
   

  	
  g.

  	
  release any person  primary
  or secondarily liable.

  
	
   

  	
   

  	
   

  
	
   

  	
  The liability of the undersigned
  “under this guaranty shall in no way be affected or impaired by any failure
  or delay inventorying any Guaranteed Payment or Guaranteed Obligation or this guaranty or any security therefore, or in exercising
any right or power
  in respect thereto or by any compromises waiver, settlement, change, subordination, modification or
  disposition of any Guaranteed Payment or Guaranteed Obligation or of any security therefore. In order to hold the
  undersigned liable hereunder, there shall be on obligation on the part of landlord at any time to resort for
  payment to Tenant or any other guaranty or to any security or other rights and remedies, and Landlord shall
  have the right to enforce this guaranty irrespective of whether or not other proceeding or steps are pending or
  being taken socking resort to or realization upon or from any of the
  foregoing.

  
	
   

  	
   

  
	
  2.

  	
  The undersigned waives all
  diligence in collection or in protection of any security, presentment,
  protest, demand, notice of dishonor
  or default, notice of acceptance of this guaranty, notice of any extensions
  granted or other action taken in reliance hereon and all demands and notices
  of any kind in connection with this guaranty or any Guaranteed Payment
  or Guaranteed Obligation.

  
	
   

  	
   

  
	
  3.

  	
  The undersigned hereby acknowledges full and
  complete notice and knowledge of all of the terms, conditions, covenants, obligations and agreements of the Lease.

  





Initials



H-1






	
   

  	
   

  
	
  4.

  	
  The payment by the undersigned of any amount
  pursuant to this guaranty shall not in any
  way entitle the undersigned to any right, title or interest
  (whether by subrogation or otherwise) of the Tenant under the Lease or to
  any security being held for any
  Guaranteed Payment or Guaranteed Obligation.

  
	
   

  	
   

  
	
  5.

  	
  This guaranty shall be continuing, absolute and
unconditional and remain in full force and effect until all Guaranteed
Payments are made, all Guaranteed Obligations are performed,  and all
Obligations of the undersigned under this guaranty arc fulfilled.
Notwithstanding the above statement, this guaranty shall be terminated and of no further force or effect
after the first twelve (12) months of consecutive rental payments provided
the Tenant is not, and had not been in default of the Lease beyond any applicable notice and
cure period during that time pursuant to Article 3 of the Lease, otherwise,
this guaranty will remain in effect for the lease term. 

  
	
   

  	
   

  
	
  6.

  	
  This guaranty shall also bind
  the heirs, personal representatives and assigns of the undersigned and inure
  to the benefit of Landlord, its successors and assigns. This guaranty
  shall be construed according to the laws of the state in which the leased
  premises are located, in which state it shall be performed by the undersigned.

  
	
   

  	
   

  
	
  7.

  	
  If this guaranty is executed by more than one
  person, all singular nouns and verbs therein relating to the undersigned shall
  include the plural number and the obligations of the several guaranters shall
  be joint and several.

  
	
   

  	
   

  
	
  8.

  	
  The Landlord and the undersigned intend and believe
  that each provision of this guaranty comports with all applicable law.
  However, if any provision of this guaranty is found by a court to be invalid
  for any reason, the parties intend that the remainder of this guaranty shall
  continue in full force and effect and the invalid provision shall be construed as
  if it were not contained herein.

  






	
   

  	
   

  	
   

  
	
  9.

  	
  Guarantor: 

  	
  Brandon Spiker,

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
  Residence

  	
  3851 East Glade Avenue

  
	
   

  	
   

  	
  Mesa, AZ 85206

  
	
   

  	
  Residence Telephone Number: 

  	
  480-231-6025

  
	
   

  	
  Social Security Number:

  	
  ###-##-####

  
	
   

  	
   

  	
   

  
	
   

  	
  Guarantor: 

  	
  Kimberly Kay Spiker

  
	
   

  	
  Residence Address:

  	
  3851 East Glade Avenue

  
	
   

  	
   

  	
  Mesa, AZ 85206

  
	
   

  	
  Residence Telephone Number:

  	
  480-231-6025

  
	
   

  	
  Social Security Number:

  	
  ###-##-####

  



          IN
WITNESS WHEREOF, the undersigned have executed this guaranty this ___ day of 20__________.


	
   

  	
   

  
	
  


  	
   

  
	
  Brandon Spiker, Husband

  	
   

  
	
   

  	
   

  
	
  


  	
   

  
	
  Kimberly Kay Spiker, Wife

  	
   

  





Initials



H-2






EXHIBIT H – LEASE
GUARANTY- INDIVIDUAL 


attached to and made a part of Lease bearing the

Lease Reference Date of November
17, 2005 between

Calwest Industrial Holdings, LLC, a
Delaware limited liability company, as Landlord and

Intecon, Inc., an Arizona
corporation, as Tenant 


In consideration of the making of
the lease agreement by and between Calwest
Industrial Holdings, LLC as Landlord, and Intecon, Inc., as Tenant, dated November 17, 2005, for the premises
commonly described as (hereinafter referred to as the “Lease”) and for the
purpose of inducing Landlord to enter into and make the Lease, the undersigned hereby unconditionally guarantees the full and prompt
payment of rent and all other sums required to be paid by Tenant under the Lease (‘Guaranteed Payments”) and the
full and faithful performance of all terms, conditions, covenants, obligations
and agreements contained in the Lease on the Tenant’s part to be performed (“Guaranteed Obligations”) and the
undersigned
further promises to pay all of landlord costs and expenses (including reasonable attorney’s fees) incurred in
endeavoring to collect the Guaranteed payments of to enforce the Guaranteed Obligations or incurred in enforcing
this guaranty as well as all damages when Landlord may suffer in consequence
of any default or breach under the Lease or this guaranty.


	
   

  	
   

  	
   

  
	
  1.

  	
  Landlord may at any time and
  from time to time, without notice to the undersigned, tenants any or all of the following
  actions without affecting or impairing the liability obligation of the
  undersigned on this guaranty:

  
	
   

  	
   

  
	
   

  	
  a.

  	
  grant an extension or extensions of time of payment of any Guaranteed payment or time for performance of any Guaranteed
Obligation;

  
	
   

  	
   

  	
   

  
	
   

  	
  b.

  	
  grant an indulgence or indulgence in any Guaranteed Payment or in the performance
  of any Guaranteed Obligation;

  
	
   

  	
   

  	
   

  
	
   

  	
  c.

  	
  modify or amend the Lease or
  any term  thereof, or any obligation of Tenant arising thereunder;

  
	
   

  	
   

  	
   

  
	
   

  	
  d.

  	
  consent to any assignment or assignment, subleases or
  subleases and successive assignments or subleases
  by Tenant’s assigns or subleases
  or a change or different use of the leased premises;

  
	
   

  	
   

  	
   

  
	
   

  	
  e.

  	
  consent to an
  extension or extension of the term of the Lease;

  
	
   

  	
   

  	
   

  
	
   

  	
  f.

  	
  accept other guarantors; and/or

  
	
   

  	
   

  	
   

  
	
   

  	
  g.

  	
  release any person on primary
  or secondarily liable.

  
	
   

  	
   

  	
   

  
	
   

  	
  The liability of the
  undersigned “under this guaranty shall in no way be affected or impaired by
  any failure or delay inventorying
  any Guaranteed Payment or Guaranteed Obligation or this
  guaranty or any security therefore;
  or in exercising any right or power in respect thereto or by any compromises
  waiver, settlement, change,
  subordination, modification or disposition of any Guaranteed Payment or
  Guaranteed Obligation or of any
  security therefore. In order to hold the undersigned liable hereunder, there
  shall be on obligation on the part of
  landlord, at any time, to resort for payment to Tenant or any other
  guaranty or to any security or other
  rights and remedies, and Landlord shall have the right to enforce this
  guaranty irrespective of whether or
  not other proceeding or steps are pending or being taken seeking resort to or
  realization upon or from any of the foregoing.

  
	
   

  	
   

  
	
  2.

  	
  The undersigned waives all
  diligence in collection or in protection of any security, presentment,
  protest, demand, notice of dishonor
  or default, notice of acceptance of this guaranty, notice of any extensions
  granted or other action taken in reliance hereon and all demands and notices
  of any kind in connection with this guaranty or any Guaranteed Payment
  or Guaranteed Obligation.

  
	
   

  	
   

  
	
  3.

  	
  The undersigned hereby acknowledges full and
  complete notice and knowledge of all of the terms, conditions, covenants, obligations and agreements of the Lease.

  





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H-3
















	
   

  	
   

  
	
  4.

  	
  The payment by the undersigned of any amount
  pursuant to this guaranty shall not in any
  way entitle the undersigned to any right, title or interest
  (whether by subrogation or otherwise) of the Tenant under the Lease or to
  any security being held for any
  Guaranteed Payment or Guaranteed Obligation.

  
	
   

  	
   

  
	
  5.

  	
  This guaranty shall be continuing, absolute and
unconditional and remain in full force and effect until all Guaranteed
Payments are made, all Guaranteed Obligations are performed,  and all
Obligations of the undersigned under this guaranty arc fulfilled.
Notwithstanding the above statement, this guaranty shall be terminated and of no further force or effect
after the first twelve (12) months of consecutive rental payments provided
the Tenant is not, and had not been in default of the Lease beyond any applicable notice and
cure period during that time pursuant to Article 3 of the Lease, otherwise,
this guaranty will remain in effect for the lease term. 

  
	
   

  	
   

  
	
  6.

  	
  This guaranty shall also bind
  the heirs, personal representatives and assigns of the undersigned and inure
  to the benefit of Landlord, its successors and assigns. This guaranty
  shall be construed according to the laws of the state in which the leased
  premises are located, in which state it shall be performed by the undersigned.

  
	
   

  	
   

  
	
  7.

  	
  If this guaranty is executed by more than one
  person, all singular nouns and verbs therein relating to the undersigned shall
  include the plural number and the obligations of the several guaranters shall
  be joint and several.

  
	
   

  	
   

  
	
  8.

  	
  The Landlord and the undersigned intend and believe
  that each provision of this guaranty comports with all applicable law.
  However, if any provision of this guaranty is found by a court to be invalid
  for any reason, the parties intend that the remainder of this guaranty shall
  continue in full force and effect and the invalid provision shall be construed as
  if it were not contained herein.

  






	
   

  	
   

  	
   

  
	
  9.

  	
  Guarantor: 

  	
  David Marlow

  
	
   

  	
  Title:

  	
  Vice President Sales

  
	
   

  	
  Residence Address:

  	
  10505 W. Mars

  
	
   

  	
   

  	
  Tucson, AZ 85743

  
	
   

  	
  Residence Telephone Number:

  	
  602-418-9297

  
	
   

  	
  Social Security Number:

  	
  ###-##-####

  
	
   

  	
   

  	
   

  
	
   

  	
  Guarantor: 

  	
  Debra Marlow

  
	
   

  	
  Residence Address:

  	
  10505 W. Mars

  
	
   

  	
   

  	
  Tucson, AZ 85743

  
	
   

  	
  Residence Telephone Number:

  	
  602-418-9297

  
	
   

  	
  Social Security Number:

  	
  ###-##-####

  



IN WITNESS WHEREOF, the undersigned have executed this
guaranty this ___ day of ___ 20_____________.


	
   

  	
   

  
	
  


  	
   

  
	
  David Marlow, Husband

  	
   

  
	
   

  	
   

  
	
  


  	
   

  
	
  Debra Marlow, Wife

  	
   

  






Initials


H-4










LEASE GUARANTY -
INDIVIDUAL 


In consideration of the making of the lease agreement
by and between Calwest Industrial Holdings,
LLC, as Landlord, and Intecon, Inc., as Tenant, dated November 17,
2005, for the premises commonly described as (hereinafter referred to as the
“Lease”) and for the purpose of inducing Landlord to enter into and make the
Lease, the undersigned hereby unconditionally guarantees the full and prompt
payment of rent and all other sums required to be paid by Tenant under the
Lease (“Guaranteed Payments”) and the full and faithful performance of all
terms, conditions, covenants, obligations and agreements contained in the Lease
on the Tenant’s part to be performed (“Guaranteed Obligations”) and the
undersigned further promises to pay all of Landlord’s costs and expenses
(including reasonable attorney’s fees) incurred in endeavoring to collect the
Guaranteed Payments or to enforce the Guaranteed Obligations or incurred in
enforcing this guaranty as well as all damages which Landlord may suffer in
consequence of any default or breach under the Lease or this guaranty.


	
 

	
 

	
 


	
1.

	
Landlord may at any time and from time to time,
  without notice to the undersigned, take any or all of the following actions
  without affecting or impairing the liability and obligations of the
  undersigned on this guaranty:


	
 

	
 


	
 

	
a.

	
grant an extension or extensions of time of payment
  of any Guaranteed Payment or time for performance of any Guaranteed
  Obligation;


	
 

	
 

	
 


	
 

	
b.

	
grant an indulgence or indulgences in any Guaranteed
  Payment or in the performance of any Guaranteed Obligation;


	
 

	
 

	
 


	
 

	
c.

	
modify or amend the Lease or
  any term thereof, or any obligation of Tenant arising thereunder;


	
 

	
 

	
 


	
 

	
d.

	
consent to any assignment or assignments, sublease
  or subleases and successive assignments or subleases by Tenant’s assigns or
  sublessees or a change or different use of the leased premises;


	
 

	
 

	
 


	
 

	
e.

	
consent to an extension or extensions of the term of
  the Lease;


	
 

	
 

	
 


	
 

	
f.

	
accept other guarantors; and/or


	
 

	
 

	
 


	
 

	
g.

	
release any person primarily or secondarily liable.


	
 

	
 

	
 


	
 

	
The liability of the
  undersigned under this guaranty shall in no way be affected or impaired by
  any failure or delay in enforcing any Guaranteed Payment or Guaranteed
  Obligation or this guaranty or any security therefore, or in exercising any
  right or power in respect thereto or by any compromise, waiver, settlement,
  change, subordination, modification or disposition of any Guaranteed Payment
  or Guaranteed Obligation or of any security therefor. In order to hold the
  undersigned liable hereunder, there shall be no obligation on the part of
  Landlord, at any time, to resort for payment to Tenant or any other guaranty
  or to any security or other rights and remedies, and Landlord shall have the
  right to enforce this guaranty irrespective of whether or not other
  proceedings or steps are pending or being taken seeking resort to or
  realization upon or from any of the foregoing.


	
 

	
 


	
2.

	
The undersigned waives all diligence in collection
  or in protection of any security, presentment, protest, demand, notice of
  dishonor or default, notice of acceptance of this guaranty, notice of any
  extensions granted or other action taken in reliance hereon and all demands
  and notices of any kind in connection with this guaranty or any Guaranteed
  Payment or Guaranteed Obligation.


	
 

	
 


	
3.

	
The undersigned hereby acknowledges full and
  complete notice and knowledge of all of the terms, conditions, covenants,
  obligations and agreements of the Lease.


	
 

	
 


	
4.

	
The payment by the undersigned of any amount
  pursuant to this guaranty shall not in any way entitle the undersigned to any
  right, title or interest (whether by subrogation or otherwise) of the Tenant
  under the Lease or to any security being held for any Guaranteed Payment or
  Guaranteed Obligation.


	
 

	
 


	
5.

	
This guaranty shall be continuing, absolute and
  unconditional and remain in full force and effect until all Guaranteed
  Payments are made, all Guaranteed Obligations are performed, and all
  obligations of the





1






	
 

	
 


	
 

	
undersigned under this guaranty are fulfilled. Notwithstanding
  the above statement, this guaranty shall be terminated
  and of no further force or effect after the first twelve (12) months of
  consecutive rental payments provided the Tenant is not, and had not
  been in default of the Lease beyond any applicable notice and cure period
  during that time pursuant to Article 3 of the Lease, otherwise, this guaranty
  will remain in effect for the lease term.


	
 

	
 


	
6.

	
This guaranty shall also bind the heirs, personal
  representatives and assigns of the undersigned and inure to the benefit of
  Landlord, its successors and assigns. This guaranty shall be construed
  according to the laws of the state in which the leased premises are located,
  in which state it shall be performed by the undersigned.


	
 

	
 


	
7.

	
If this guaranty is executed by more than one
  person, all singular nouns and verbs herein relating to the undersigned shall
  include the plural number and the obligations of the several guarantors shall
  be joint and several.


	
 

	
 


	
8.

	
The Landlord and the undersigned intend and believe
  that each provision of this guaranty comports with all applicable law.
  However, if any provision of this guaranty is found by a court to be invalid
  for any reason, the parties intend that the remainder of this guaranty shall
  continue in full force and effect and the invalid provision shall be
  construed as if it were not contained herein.








	
 

	
 

	
 


	
9.

	
Guarantor:

	
Brandon Spiker,


	
 

	
Title:

	
President


	
 

	
Residence

	
3851 East Glade Avenue


	
 

	
 

	
Mesa, AZ 85206


	
 

	
Residence Telephone Number:

	
480-231-6025


	
 

	
Social Security Number:

	
524-231-5571


	
 

	
 

	
 


	
 

	
Guarantor:

	
Kimberly Key Spiker


	
 

	
Residence Address:

	
3851 East Glade Avenue


	
 

	
 

	
Mesa, AZ 85206


	
 

	
Residence Telephone Number:

	
480-231-6025


	
 

	
Social Security Number:

	
###-##-####





          IN
WITNESS WHEREOF, the undersigned have executed this guaranty this 29 day of JAN, 2005.


	
 


	
 


	



	



	
Brandon Spiker, Husband


	
 


	



	



	
Kimberly Kay Spiker, Wife




2





LEASE GUARANTY -
INDIVIDUAL 


In consideration of the making of the lease agreement
by and between Calwest Industrial Holdings,
LLC, as Landlord, and Intecon, Inc., as Tenant, dated November 17,
2005, for the premises commonly described as (hereinafter referred to as the
“Lease”) and for the purpose of inducing Landlord to enter into and make the
Lease, the undersigned hereby unconditionally guarantees the full and prompt
payment of rent and all other sums required to be paid by Tenant under the
Lease (“Guaranteed Payments”) and the full and faithful performance of all
terms, conditions, covenants, obligations and agreements contained in the Lease
on the Tenant’s part to be performed (“Guaranteed Obligations”) and the
undersigned further promises to pay all of Landlord’s costs and expenses
(including reasonable attorney’s fees) incurred in endeavoring to collect the
Guaranteed Payments or to enforce the Guaranteed Obligations or incurred in
enforcing this guaranty as well as all damages which Landlord may suffer in
consequence of any default or breach under the Lease or this guaranty.


	
 

	
 

	
 


	
1.

	
Landlord may at any time and from time to time,
  without notice to the undersigned, take any or all of the following actions
  without affecting or impairing the liability and obligations of the
  undersigned on this guaranty:


	
 

	
 


	
 

	
a.

	
grant an extension or extensions of time of payment
  of any Guaranteed Payment or time for performance of any Guaranteed
  Obligation;


	
 

	
 

	
 


	
 

	
b.

	
grant an indulgence or indulgences in any Guaranteed
  Payment or in the performance of any Guaranteed Obligation;


	
 

	
 

	
 


	
 

	
c.

	
modify or amend the Lease or
  any term thereof, or any obligation of Tenant arising thereunder;


	
 

	
 

	
 


	
 

	
d.

	
consent to any assignment or assignments, sublease
  or subleases and successive assignments or subleases by Tenant’s assigns or
  sublessees or a change or different use of the leased premises;


	
 

	
 

	
 


	
 

	
e.

	
consent to an extension or extensions of the term of
  the Lease;


	
 

	
 

	
 


	
 

	
f.

	
accept other guarantors; and/or


	
 

	
 

	
 


	
 

	
g.

	
release any person primarily or secondarily liable.


	
 

	
 

	
 


	
 

	
The liability of the
  undersigned under this guaranty shall in no way be affected or impaired by
  any failure or delay in enforcing any Guaranteed Payment or Guaranteed
  Obligation or this guaranty or any security therefore, or in exercising any
  right or power in respect thereto or by any compromise, waiver, settlement,
  change, subordination, modification or disposition of any Guaranteed Payment
  or Guaranteed Obligation or of any security therefor. In order to hold the
  undersigned liable hereunder, there shall be no obligation on the part of
  Landlord, at any time, to resort for payment to Tenant or any other guaranty
  or to any security or other rights and remedies, and Landlord shall have the
  right to enforce this guaranty irrespective of whether or not other
  proceedings or steps are pending or being taken seeking resort to or
  realization upon or from any of the foregoing.


	
 

	
 


	
2.

	
The undersigned waives all diligence in collection
  or in protection of any security, presentment, protest, demand, notice of
  dishonor or default, notice of acceptance of this guaranty, notice of any
  extensions granted or other action taken in reliance hereon and all demands
  and notices of any kind in connection with this guaranty or any Guaranteed
  Payment or Guaranteed Obligation.


	
 

	
 


	
3.

	
The undersigned hereby acknowledges full and
  complete notice and knowledge of all of the terms, conditions, covenants,
  obligations and agreements of the Lease.


	
 

	
 


	
4.

	
The payment by the undersigned of any amount
  pursuant to this guaranty shall not in any way entitle the undersigned to any
  right, title or interest (whether by subrogation or otherwise) of the Tenant
  under the Lease or to any security being held for any Guaranteed Payment or
  Guaranteed Obligation.


	
 

	
 


	
5.

	
This guaranty shall be continuing, absolute and
  unconditional and remain in full force and effect until all Guaranteed
  Payments are made, all Guaranteed Obligations are performed, and all
  obligations of the





1






	
 

	
 


	
 

	
undersigned under this guaranty are fulfilled.
  Notwithstanding the above statement, this guaranty shall be terminated and of no further force or effect
  after the first twelve (12) months of consecutive rental payments provided
  the Tenant is not, and had not been in default of the Lease beyond any
  applicable notice and cure period during that time pursuant to Article 3 of
  the Lease, otherwise, this guaranty will remain in effect for the lease term.


	
 

	
 


	
6.

	
This guaranty shall also bind the heirs, personal
  representatives and assigns of the undersigned and inure to the benefit of
  Landlord, its successors and assigns. This guaranty shall be construed
  according to the laws of the state in which the leased premises are located,
  in which state it shall be performed by the undersigned.


	
 

	
 


	
7.

	
If this guaranty is executed by more than one
  person, all singular nouns and verbs herein relating to the undersigned shall
  include the plural number and the obligations of the several guarantors shall
  be joint and several.


	
 

	
 


	
8.

	
The Landlord and the undersigned intend and believe
  that each provision of this guaranty comports with all applicable law.
  However, if any provision of this guaranty is found by a court to be invalid
  for any reason, the parties intend that the remainder of this guaranty shall
  continue in full force and effect and the invalid provision shall be
  construed as if it were not contained herein.








	
 

	
 

	
 


	
9.

	
Guarantor:

	
David Marlow


	
 

	
Title:

	
Vice President Sales


	
 

	
Residence

	
10505 W. Mars
Tucson,
  AZ 85743


	
 

	
Residence Telephone Number:

	
602-418-9297


	
 

	
Social Security Number:

	
###-##-####


	
 

	

Guarantor:  

	
Debra Marlow


	
 

	
Residence Address:

	
10505 W. Mars
Tucson,
  AZ 85743


	
 

	
Residence Telephone Number:

	
602-418-9297


	
 

	
Social Security Number:

	
###-##-####





          IN
WITNESS WHEREOF, the undersigned have executed this guaranty this 27 day of Dec, 2005.


	
 


	



	



	
David Marlow, Husband


	
 


	



	



	
Debra Marlow, Wife





[THE REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]


2






FIRST AMENDMENT TO LEASE


                    THIS
AMENDMENT, dated this 21st day of February, 2006, between Calwest Industrial Holdings,
LLC, a Delaware limited liability company (“Landlord”) and Intecon, Inc., an Arizona
corporation (“Tenant”), for the premises located in the City of Tempe, County
of Maricopa, State of Arizona, commonly known as Hohokam 10 East Park, 1215 South Park Lane, Suites 4 & 5 (the
“Premises”).


WITNESSETH:


                   WHEREAS, Landlord and Tenant entered into
that certain Lease dated November 17, 2005 (hereinafter collectively
referred to as the “Lease”); and


                   WHEREAS, Landlord and Tenant desire to
amend the Lease as more fully set forth below.


                   NOW, THEREFORE, in consideration of the
mutual covenants and conditions contained
herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties agree as follows:


	
 

	
 

	
 


	
 

	
1. Definitions. Unless otherwise
  specifically set forth herein, all capitalized terms herein shall have the
  same meaning as set forth in the Lease.


	
 

	
 

	
 


	
 

	
2. Amendment.


	
 

	
 

	
 


	
 

	
a)

	
Antenna Agreement. Tenant, at its sole cost and expense,
shall have the non-exclusive right (it being understood that Landlord may
grant, extend or renew similar rights to others) to install, maintain, and
from time to time replace a satellite dish or antenna (a “Dish”) on the roof
of the Building, provided that prior to commencing any installation or
maintenance, Tenant shall (I) obtain Landlord’s prior approval of the
proposed size, weight and location of the Dish and method for fastening the
Dish to the roof, (ii) such installation and/or replacement shall comply strictly with all Laws and the conditions of
any bond or warranty maintained by Landlord on the roof, (iii) use the
Dish solely for its internal use, (iv) not grant any right to use of the Dish
to any other party, and (v) obtain, at Tenant’s sole cost and expense, any
necessary federal, state, and municipal permits, licenses and approvals, and
deliver copies thereof to Landlord. Landlord may supervise or perform any
roof penetration related to the installation of a Dish, and Landlord may
charge the cost thereof to Tenant. 


	
 

	
 

	
 


	
 

	
 

	
Tenant
  agrees that all installation, construction and maintenance shall be performed
  in a neat, responsible, and workmanlike manner, using generally acceptable
  construction standards, consistent with such reasonable requirements as shall
  be imposed by Landlord. Tenant further agrees to label each cable or wire
  placed by Tenant in the telecommunications pathways of the Building, with





Page 1 of 4






	
 

	
 

	
 


	
 

	
 

	
identification information
  as required by Landlord. Tenant shall repair any damage to the Building
  caused by Tenant’s installation, maintenance, replacement, use or removal of
  the Dish. The Dish shall remain the property of Tenant, and Tenant may remove
  the Dish at its cost at any time during the Term. Tenant shall remove the
  Dish at Tenant’s cost and expense upon the expiration or termination of this
  Lease. Tenant agrees that the Dish, and any wires, cables or connections
  relating thereto, and the installation, maintenance and operation thereof
  shall in no way interfere with the use and enjoyment of the Building, or the
  operation of communications (including, without limitation, other satellite dishes) or computer devices by
  Landlord or by other tenants or occupants of the Project. If such
  interference shall occur, Landlord shall give Tenant written notice thereof and Tenant shall correct the same within
  twenty-four (24) hours of receipt of such notice. Landlord reserves the
  right to disconnect power to any Dish if
  Tenant fails to correct such interference within twenty-four (24) hours after such notice.
  Landlord makes no warranty or representation that the Building or any
  portions thereof are suitable for the use of a Dish, it being assumed that Tenant has
  satisfied itself thereof. Tenant shall protect, defend, indemnify and hold
  harmless Landlord and Landlord’s agents from and against claims, damages,
  liabilities, costs and expenses of every kind and nature, including attorneys’
  fees, incurred by or asserted against Landlord arising out of Tenant’s
  installation, maintenance, replacement, use or removal of the Dish


	
 

	
 

	
 


	
 

	
 

	
See Exhibit A for the
  description and installation of the antenna.


	
 

	
 

	
 


	
 

	
3.

	
Tenant’s Authority (OFAC)


	
 

	
 

	
 


	
 

	
Article 31, Tenant’s
  Authority, shall be deleted in its entirety and replaced with the following
  language:


	
 

	
 


	
 

	
If Tenant signs as a
  corporation, partnership, trust or other legal entity each of the persons
  executing this Lease on behalf of Tenant represents and warrants that Tenant
  has been and is qualified to do business in the state in which the Building
  is located, that the entity has full right and authority to enter into this
  Lease, and that all persons signing on behalf of the entity were authorized
  to do so by appropriate actions. Tenant agrees to deliver to Landlord,
  simultaneously with the deliver’ of this Lease, a corporate resolution, proof
  of due authorization by partners, opinion of counsel or other appropriate
  documentation reasonably acceptable to Landlord evidencing the due
  authorization of Tenant to enter into this Lease.


	
 

	
 


	
 

	
Tenant
  hereby represents and warrants that neither Tenant, nor any persons or
  entities holding any
  legal or beneficial interest whatsoever in Tenant, are (i) the target of any sanctions program that is established by
  Executive Order of the President or published by the Office of Foreign
  Assets Control, U.S. Department of the Treasury (“OFAC”); (ii) designated by the President or OFAC
  pursuant to the Trading with the Enemy Act, 50 U.S.C. App. § 5, the
  International Emergency Economic Powers Act, 50 U. 3.C. §§ 1701-06,
  the Patriot Act, Public Law 107-56, Executive Order 13224 (September 23,





Page 2 of 4






	
 

	
 

	
 


	
 

	
 

	
2001)
  or any Executive Order of the President issued pursuant to such statutes; or
  (iii) named on the following list that is published by OFAC: “List of
  Specially Designated Nationals and Blocked Persons.” If the foregoing
  representation is untrue at any time during the Term, an Event of Default will be deemed to have occurred,
  without the necessity of notice to Tenant.


	
 

	
 

	
 


	
 

	
 

	
4. Insurance


	
 

	
 

	
 


	
 

	
 

	
Article 11, Insurance,
  shall be deleted in its entirety and replaced with the following language:


	
 

	
 

	
 


	
 

	
 

	
Tenant shall keep in force
  throughout the Term: (a) a Commercial General Liability insurance policy or
  policies to protect the Landlord Entities against any liability to the public
  or to any invitee of Tenant or a Landlord Entity incidental to the use of or
  resulting from any accident occurring in or upon the Premises with a limit of
  not less than $1,000,000 per occurrence and not less than $2,000,000 in the
  annual aggregate, or such larger amount as Landlord may prudently require
  from time to time, covering bodily injury and property damage liability and
  $1 000,000 products/completed operations aggregate; (b) Business Auto
  Liability covering owned, non-owned and hired vehicles with a limit of not
  less than $1,000,000 per accident; (c) Workers’ Compensation Insurance with
  limits as required by statute and Employers Liability with limits of $500,000
  each accident, $500,000 disease policy  limit, $500,000 disease-each
  employee; (e) All Risk or Special Form coverage protecting Tenant against
  loss of or damage to Tenant’s alterations, additions, improvements,
  carpeting, floor coverings, panelings, decorations, fixtures, inventory and
  other business personal property situated in or about the Premises to the
  full replacement value of the property so insured, (f) Business Interruption
  Insurance for 100% of the 12 months actual loss sustained, and (g) Excess
  Liability in the amount of $l,000,000.


	
 

	
 

	
 


	
 

	
 

	
The aforesaid policies
  shall (a) be provided at Tenant’s expense; (b) name the Landlord Entities as
  additional insureds (General Liability) and loss payee (Property—Special
  Form); (c) be issued by an insurance company with a minimum Best’s rating of
  “A-:VII” during the Term; and (d) provide that said insurance shall not be
  canceled unless thirty (30) days prior written notice (ten days for
  non-payment of premium) shall have been given to Landlord; a certificate of
  Liability insurance on ACORD Form 25 and a certificate of Property insurance
  on ACORD Form 27 shall be delivered to Landlord by Tenant upon the
  Commencement Date and at least thirty (30) days prior to each renewal of said
  insurance.


	
 

	
 

	
 


	
 

	
 

	
Whenever Tenant shall
  undertake any alterations, additions or improvements in, to or about the
  Premises (“Work”) the aforesaid insurance protection must extend to and
  include injuries to persons and damage to property arising in connection with
  such Work, without limitation including liability under any applicable
  structural work act, and such other insurance as Landlord shall require; and
  the policies of or certificates evidencing such insurance must be delivered
  to Landlord prior to the commencement of any such Work.





Page 3 of 4






	
 

	
 

	
 


	
 

	
 

	
5. Incorporation. Except as modified
  herein, all other terms and conditions of the Lease between the parties above
  described, as attached hereto, shall continue in full force and effect.


	
 


	
 

	
 

	
6. Limitation of
  Landlord’s Liability. Redress for any claims against Landlord under this Amendment or under the Lease shall
  only be made against Landlord to the extent of Landlord’s interest in the
  property to which the Premises are a part. The obligations of Landlord under
  this Amendment and the Lease shall not be personally binding on, nor shall
  any resort be had to the private properties of, any of its trustees or board
  of directors and officers, as the case may be, the general partners thereof
  or any beneficiaries, stockholders, employees or agents of Landlord, or its
  investment manager.





                         IN
WITNESS WHEREOF,
Landlord and Tenant have executed the Amendment as of the day and year first
written below.


	
 

	
 

	
 


	
LANDLORD:

	
TENANT:


	
 

	
 


	
CALWEST
  INDUSTRIAL HOLDINGS, LLC

	
INTECON, INC.,


	
a Delaware limited
  liability company

	
an Arizona corporation


	
 

	
 


	
By: 

	
RREEF Management Company

	
 


	
 

	
a Delaware corporation,
  its Property Manager

	
 








	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
By:

	
 

	
 

	
By:

	
 


	
 

	


	
 

	
 

	



	
Name: 

	
Bret C. Borg, CPM

	
 

	
Name: 

	
Brandon Spiker


	
Title: 

	
District Manager

	
 

	
Title: 

	
President


	
 

	
 

	
 

	
 

	
 


	
Date:

	
 

	
Date:


	
 

	


	
 

	
 

	






Page 4 of 4






EXHIBIT – A


	
 

	
 

	
 


	


	
Pacific Wireless
693 E. Draper Heights Way Suite 210 

Draper, UT 84020

TEL (801) 572-3024

FAX (801) 572-3025

vww.pacwireless.com 

	
PAWDCA-24

  DATA SHEET





Directional Antenna System 

1700 to 2700 MHz Operation 


	
 

	
 


	
Features 


	
• 

	
Small Size/Reduced
Shipping Cost 


	
• 

	
50 Ω Passive Feed Dipole 


	
• 

	
Integrated Type N Female
Connector or 


	
  

	
24”
pigtail with N Male or N Female Connector 


	
• 

	
Horizontal or Vertical
Polarity 


	
• 

	
24 dBi Antenna Gain 


	
• 

	
Rugged, Lightweight and
Waterproof 


	
• 

	
Heavy Duty Adjustable Tilt
Bracket 


	
• 

	
Powder Coat Painted Die
Cast Aluminum 








24dBi Antenna System 




	
 

	
 

	
 

	
 


	
Applications 

	
  

	
  


	
•  

	
2.4 GHz ISM Band
Applications 

	
•  

	
Wireless Internet Access 


	
•  

	
Point to Point Repeaters 

	
•  

	
Streaming Video 


	
•  

	
Wireless Local Loop 

	
•  

	
Wireless Bridges 


	
•  

	
Point to Multipoint
Receive Sites 

	
•  

	
MMDS Applications 





Description

The PAWDCA-24 is a
directional antenna system offered by Pacific Wireless, which incorporates a
2-piece aluminum die cast parabolic grid type antenna reflector with
the PMPF, patented 50-ohm passive feed dipole. Dipoles come in 2 basic configurations, PMPF-xx with integral N type
Female connector and PMPF-xxP with 24” pigtail equipped with an N type Male connector or PMPF-xxPF with an N type Female
Connector. The antenna reflector and PMPF dipole can be bought separately for maximum system flexibility. Installation is simple
with the Pacific Wireless adjustable tilt “Heavy Duty” bracket that comes standard. The bracket accommodates poles from
1”
up to 2.5” OD. Brackets are full galvanized for extreme corrosion protection
and each reflector comes complete with stainless steel hardware and complete
assembly instructions.


Specifications


	
 

	
 

	
 

	
 

	
 

	
 


	
 Parameter  

	
Model  

	
Min  

	
Typ  

	
Max  

	
Units  


	



	
Frequency Range  

	
PMPF-1 

PMPF-2 

PMPF-19 

PMPF-18 

PMPF-18S  

	
2300 

2500 

1880 

1750 

1700  

	
   

	
2500 

2685 

1930 

1850 

1850  

	
MHz  


	
Input Return Loss (S11)  

	
   

	
   

	
-12  

	
   

	
dB  


	
VSWR  

	
   

	
   

	
1.5:1  

	
   

	
   


	
Impedance  

	
   

	
   

	
50  

	
   

	
OHM  


	
Input Power  

	
   

	
   

	
50  

	
   

	
W  


	
Pole Diameter (OD)  

	
   

	
1 

25  

	
   

	
2.5 

60  

	
inch 

mm  


	
Operating Temperature  

	
   

	
-45  

	
   

	
+70  

	
Deg C  


	
   

	
   

	
   

	
   

	
   

	
   





*Note: Pacific Wireless does
not supply the mounting pole or coax cable. Antenna system assembly is
required.


1700 - 2700 MHz              
                   
                          
       PAWDCA-24








EXHIBIT - A-l


	
 

	
 


	


	
PAWDCA-24


	
Page 2








	
 

	
 

	
 


	
Gain

	
 

	
24
  dB


	
3dB Beam Angle

	
 

	
8 deg


	
Cross Pole

	
 

	
26
  dB


	
Front to Back

	
 

	
>
  24 dB


	
Side Lobe

	
 

	
-20
  dB


	
Wind Loading

	
 

	
 


	
100MPH

	
 

	
96
  Lbs


	
140MPH

	
 

	
188
  Lbs


	
100MPH: 1/2” Radial Ice

	
 

	
176
  Lbs


	
Weight

	
 

	
5.5
  Lbs


	
Dimension (LxW)

	
 

	
42”x 24”


	
Focal Length

	
 

	
16”





Integrated Antenna Patterns





Note: Above are typical
azimuth plots using PMPF-1 Dipole


The System...


	
 

	
 

	
 

	
 


	
Patented PMPF-xx Passive Feed Dipole:

	
PAWDCA24 Antenna Reflector:


	
•

	
Integrated Type N Female
  Connector or 24” Pigtail with N Male or N Female Connector

	
•

	
24 dBi Gain


	
 

	
 

	
 

	
 


	
•

	
Waterproof Sealed UV
  Plastic Housing

	
•

	
Die Cast Aluminum


	
•

	
Easily installs onto any
  PMANT/PAWDCA-xx

	
•

	
Powder Coat Epoxy Painted
  Finish (Color: light gray)





Standard
Packaging:


	
 

	
 

	
 

	
 

	
 


	
Model

	
Units per box

	
L x W x H

	
Weight

	
Dimensional Weight
(For Air Freight Calculations) 


	



	
PAWDCA-24

	
5 Pack

	
25 x 22 x 9

	
45Lbs.

	
45Lbs.





Mechanical Specifications


Antenna Reflector: Die Cast Aluminum









EXHIBIT - A-2


	
 

	
 


	


	
PAWDCA-24


	
Page 3








	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Top View

	
 

	
Side View

	
 

	
Rear View


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
A

	
B

	
C

	
D

	
E

	
Approximate Installed Weight


	
 

	
in.

	
cm.

	
in.

	
cm.

	
in.

	
cm.

	
in.

	
cm.

	
in.

	
cm.

	
•     Including
  PMPF Dipole


	
PAWDCA-24

	
24

	
60.96

	
13

	
33.02

	
19.5

	
49.53

	
42

	
106.7

	
16

	
40.64

	
PAWDCA-24
  8.4 lbs.





Notes:


	
 

	
 


	
•

	
Antenna is a
  2-piece design requiring assembly.


	
 

	
 


	
•

	
Mounting
  brackets are disassembled from the antenna reflector so the reflectors stack
  compactly, which saves volume in both shipping and warehouse storage.


	
 

	
 


	
•

	
A complete
  antenna system includes one PMPF-xx, one antenna reflector assembly and
  bracket with all necessary hardware for pole mounting.


	
 

	
 


	
•

	
All
  shipments F.O.B. Pacific Wireless Midwest Warehouse in Portage, Michigan
  49002


	
 

	
 


	
•

	
All antennas
  carry a 2 Year Warranty








	
 

	
 

	
 


	
For
  further information contact:

	
 

	
 


	
 

	


	
Pacific Wireless


	
 

	
693 E. Draper Heights Way Suite 210

  Draper, UT 84020 

  TEL (801) 572-3024 

  FAX (801) 572-3025

  www.pacwireless.com








	
 

	
 


	
Specifications
Subject to Change Without Notice 

	
PAWDCA Spec Rev 6 04/26/07 










EXHIBIT - A-3









 


COMMERCIAL REAL ESTATE SERVICES 

“Building Value Through Service”


August 20, 2008


Alison Roark

Intecon, Inc

1215 South Park Lane, Suite 4

Tempe, AZ 85281


RE:     Welcome – 2410 W. Ruthrauff,
Suite 110S, Tucson, AZ


Dear Alison,


Welcome to Ruthrauff
Commerce Center! Please find enclosed payment coupons from Reliance Management,
as well as a copy of your Lease Agreement for
your records. Presson Scottsdale, LLC and PICOR will be your local
representative for building and lease needs. As your primary contact, I look
forward to meeting and handling your space needs. Please call me with any
questions or concerns you may have regarding building and property issues or
maintenance requests. I can be reached at 748-7100 or on my direct line listed
on the attached business card.


Our office hours are Monday
through Friday, 8:00 am to 5:30 pm. After hours and on weekends, our
switchboard will provide you with an emergency pager number.


Here are a few items that we
would like to note:


	
 

	
 

	
 


	
1.

	
Rents are due on the first
  day of each month and all rents should be paid as directed in the coupon
  packet. These coupons are a
  courtesy, and it remains each lessee’s responsibility to ensure timely rent
  payment.


	
 

	
 


	
 

	
There is one rental coupon
on your coupon sheet designated for each month in the twelve-month period. It is important that the rent coupon be included
with the payment so that your payment is posted properly; the payments are
being mailed to a lockbox. The coupon reflects all the information
necessary to make your payment. The information includes: 


	
 

	
 


	
 

	
•

	
The
  amount due and the date payment is due (the first of each month).


	
 

	
 

	
 


	
 

	
•

	
Mail
  Payments to: C/O JP Morgan Chase Bank, P.O.
  Box 52813, Phoenix, AZ 85072


	
 

	
 

	
 


	
 

	
•

	
Who to
  make the payment payable to.


	
 

	
 

	
 


	
 

	
•

	
The
  amount of the late fee if the payment is not received before the penalty
  date. It should be noted that the late fee indicated assumes all previous
  balances have been paid. Please refer to your lease for detailed information
  regarding late fees.


	
 

	
 

	
 


	
 

	
•

	
Any
  payment received without a coupon cannot be processed by our lockbox and can
  cause late fees to be charged to you.








	
 

	
 

	
 


	
An independently owned and 

  operated member of the

	
 

	
1100N.Wilmot, Suite200 

  Tucson, Arizona 85712
520.748.7000 •Fax:520.546.2799 
www.picor.com


	


	
 










	
 

	
 

	
 


	
 

	
•

	
Please refrain from making payments to a JP Morgan Chase
  branch. Should your payment be inadvertently deposited directly
  to the bank, please fax PICOR a copy of the receipt as soon as possible. For
  efficiency, your payment can be mailed to the JP Morgan Chase Bank address
  shown above or it can be hand-delivered to PICOR. Should you have any
  questions concerning your payment, please contact me.


	
 

	
 

	
 


	
2.

	
We will be enforcing the
  late rent policy under each lease agreement. Timely payment is important in
  order to meet the property’s expense obligations, and we appreciate your
  cooperation and prompt remittance.


	
 

	
 


	
3.

	
In the event there is a
  returned item on any payments you submit, your account will be assessed an
  NSF (non sufficient funds) charge of $50.00.





On behalf of the PICOR team,
we look forward to being a resource for you today and in the future at
Ruthrauff Commerce Center. Please do not hesitate to call with any questions
you may have, and we appreciate receiving the items requested above at your
earliest convenience.


Sincerely,


	
 


	
PlCOR Commercial Real
  Estate Services


	



	



	

Eileen M. Lewis, RPA FMA
 Property Manager


	

/jr 


  Enc





2






RUTHRAUFF COMMERCE CENTER

EXECUTIVE SUITES LEASE

EXHIBIT A


Tenant:
Intecon, Inc


	
 

	
 

	
 

	
 

	
 


	
Term:

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
Period in Months 

	
 

	
 

	
month to month 

	
 


	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 


	
Commencement

	
 

	
 

	
8/01/08

	
 


	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 


	
Expiration

	
 

	
 

	
8/31/08

	
 


	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 


	
Rent:

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
Monthly Rent

	
 

	
$

	
438.75

	
 


	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 


	
Rental tax (.5%) (Subject to change)

	
 

	
$

	
2.19

	
 


	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 


	
Total monthly rent & tax 

	
 

	
$

	
440.94

	
 


	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 


	
Security Deposit (refundable). 

	
 

	
$

	
440.94

	
 


	
 

	
 

	


	


	
 


	
Telephone Security Deposit

	
 

	
$

	
per instrument

	
 


	
 

	
 

	


	


	
 





 We pay the initial phone set up.
Additional lines to be paid by Tenant.
Rent:


Premises:


	
 

	
 


	
 

	
Office Suite
  110S (195 sq. ft.) 

  2410 West Ruthrauff Road 

  Tucson, AZ 85705








	
 

	
 

	
 

	
 

	
 


	
PRESSON
  SCOTTSDALE, LLC

	
 

	
INTECON, INC


	
 

	
 

	
 


	
BY: PRESSON
  CORPORATION, an Arizona Corporation, Its Managing Member

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
BY:

	


	
 

	
BY:

	



	
 

	


	
 

	
 

	



	
 

	
Daryl R. Burton, President

	
 

	
 

	
David Marlow


	
 

	
 

	
 

	
 

	
 


	
DATE:
  8/11/08

	
 

	
DATE:
  28 Jul 08










EXECUTIVE SUITES LEASE


THIS LEASE, made and
entered as of the date set forth below between Ruthrauff Commerce Center
hereinafter called “Landlord”, and the Tenant signing on Exhibit A.


WITNESSETH: That
Landlord, in consideration of the covenants of Tenant hereinafter set forth
does, by these presents, lease to Tenant the Premises described on Exhibit A
(the “Premises”) for the term set forth on Exhibit A (the “Term”), for the rent
provided for in Exhibit A (the “Rent”).


1. PAYMENT
OF RENTAL FEES. The fees herein specified shall be
paid to Landlord or Landlord’s agent at such place as shall, from time to time,
be designated by Landlord. All rental charges are due and payable the 1st of
each month. A late fee often percent (10%) will be charged if received after
due date.


2. SECURITY
DEPOSIT. Tenant has deposited the security deposit set
forth on Exhibit A with Landlord, to be held by Landlord at no interest
accruing to Tenant, which sum may be commingled with other funds, not as
payment of advance rent, but as a security and damage deposit for: (a) full and
faithful performance by Tenant of all Tenant’s obligations hereunder and all
supplemental Rules and Regulations and (b) payment by the Tenant for all the
goods and/or services which Tenant may purchase from Landlord pursuant to
separate agreement. Subject security deposit shall be held for the term of
Tenant’s occupancy of space within the Ruthrauff Commerce Center plus 30 days,
provided all outstanding business, word processing, photo copying and fax
services, mail handling, furniture rental, or other services for which expenses
have been ascertained and which are properly chargeable to Tenant have been
paid in full, and that Tenant is not in default of any of the terms, conditions
or covenants of this Lease.


3. USE.
The Premises may be used only as and for a business
office and for no other purpose. Under no circumstances shall the Premises ever
be used for cooking, sleeping, or as a place of entertainment or social
gathering.


4. PARKING.
No part of any parking area adjoining the Premises is leased hereunder. Tenant
specifically acknowledges that parking is not permitted at the rear of building
2410. Parking shall be provided for Tenant and Tenant’s employees through the
marked parking areas within the Ruthrauff Commerce Center and for Tenant’s
customers and invitees, in the designated parking areas adjacent to or near
building 2410 West Ruthrauff. Landlord retains the right to designate specific
parking stalls or general areas which Landlord, at Landlord’s sole option,
deems appropriate to ensure fair treatment of all Tenants of the Center, their
employees, customers and invitees.


5. DELIVERY
OF POSSESSION. Tenant agrees that, in the event of the
inability of Landlord to deliver to Tenant possession of subject Premises at
the commencement of Tenant’s term, Landlord shall not be liable for any damages
caused thereby, nor shall this Lease be void or voidable, but the term hereof
shall be extended for a period equal to the delay of such delivery. Tenant
shall not be liable for rent until such time as Landlord offers to deliver
possession of subject Premises to Tenant.


6. HOLDING
OVER. In the event that Tenant shall hold over and
continue occupancy of the Premises with consent of Landlord expressed or
implied, such tenancy shall be deemed to be a tenancy only from month-to-month
upon the same terms and conditions as exist and prevail at the time of
termination of the term of this Lease, and subject to increases in monthly
rental at the option of Landlord, Tenant agrees to give Landlord a 30-day
notice of termination under such month-to-month tenancy.


	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
Tenant
  Initials






2





7. ASSIGNMENT/SUBLETTING.
Tenant shall not assign this Lease nor any right hereunder, nor shall Tenant
sublet the Premises.


8. MAINTENANCE
OF PREMISES. Landlord agrees to deliver the Premises
properly constructed and in good condition. Landlord shall make all necessary
repairs during the term of this Lease, however, Tenant agrees to reimburse
Landlord for the cost of repairs made necessary by Tenant’s negligence or by
the negligence of Tenant’s employees, customers, invitees or visitors.


9. ALTERATIONS,
ADDITIONS, OR IMPROVEMENTS. Tenant shall not make any
additions or alterations to the subject Premises unless Landlord shall have
given such specific prior written approval. Tenant shall not overload the
Premises, electrical system, or install machinery or equipment therein without
the specific written consent of Landlord. All damage or injury done to the
Premises by Tenant or any of Tenant’s employees, customers, invitees or
visitors paid by Tenant.


10. SURRENDER
OF PREMISES. Tenant shall, on the expiration of the
term hereby created, or upon the earlier termination thereof for any reason,
quite and surrender subject Premises in good order, condition and repair,
reasonable wear and tear and acts of God excepted.


11. DEFAULT
RE-ENTRY REMEDIES. If Tenant shall fail to pay any
part of the rent herein prescribed or any sum required by Tenant to be paid to
Landlord, Landlord’s agents, or agents of Landlord’s management, at the time or
in the manner prescribed, or if Tenant shall vacate or abandon the Premises or
default shall be made in any of the other covenants or conditions on Tenant’s
part agreed to be performed, and if such shall continue for five (5) days after
written notice from Landlord to Tenant, such shall, at the sole option of
Landlord, work a termination of this Lease to the same effect and with all the
legal incidents as if the term hereof had expired by afflux of time, and it
shall be lawful for Landlord, its agents or representatives, to enter the
Premises and remove all persons there from and repossess itself of the Premises
as of its original estate.


12. ENTRY
FOR REPAIRS, ALTERATIONS AND IMPROVEMENTS. Landlord
shall have the right, at any time, to alter, repair or improve the Premises and
the building of which Premises form a part, or add thereto, and may, for that
purpose erect scaffolding and all other necessary structures about or upon the
Premises, and Landlord or Landlord’s representatives for that purpose may enter
in and upon the Premises and the building of which the Premises form a part and
with such materials as Landlord may deem necessary therefore.


13. TAXES.
Tenant shall be liable for all taxes levied against
personal property, trade fixtures and other property placed by Tenant in or
about the Premises.


14. UTILITIES
AND SERVICES. Landlord agrees to furnish to the
Premises during reasonable hours of generally recognized business days, such to
be determined by Landlord, electricity suitable for the use of the Premises as
an office, such heating and air conditioning, as required in Landlord’s
reasonable judgment, for the comfortable use and occupation of the Premises,
and janitorial service according to a schedule to be developed by Landlord.
Landlord shall not be liable, under any circumstances, for loss or injury to
property or Tenant’s business, however occurring, through or in connection with
or incidental to failure to furnish any of the foregoing.


	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
Tenant
  Initials






3






15. TRANSFER
OF SECURITY. Any security given to Landlord by Tenant
to secure the faithful performance of all or any of the covenants of this
Lease, may be transferred and delivered by Landlord to the purchaser of the
reversion, in the event that the reversion be sold, and thereupon, Landlord
shall be discharged of any further liability in reference thereto.


16. NUISANCE
OR DANGEROUS USE - COMPLIANCE WITH LAW. Tenant’s
business shall be established and conducted at all times during the term
hereof, in a lawful, first class, manner and Tenant shall not use the Premises
for, or carry on, or permit upon such Premises or any part thereof, any
offensive, noisy trade or business, manufacture or occupation, or any nuisance,
or anything against public policy, nor interfere with the business of any of
the other tenants in the building of which the Premises form a part, nor permit
any auction sale to be held or conducted in or about subject Premises.


17.
HAZARDOUS GOODS. No goods, merchandise or materials
may be kept, stored or sold by Tenant in the Premises which are in any way
hazardous.


18. SIGNS,
PROJECTIONS AND SIDEWALK DISPLAYS. Tenant shall not
paint, inscribe or affix any signs, lights, advertisements, or notices on the
exterior of the Premises or on or about the windows, doors or common areas of
the adjacent spaces, except for tenants who have, due to their location,
secured written approval from Landlord, pursuant to the Sign Regulations of Ruthrauff
Commerce Center.


19.
OBLIGATIONS, JOINT AND SEVERAL. All terms, covenants
and conditions herein contained to be performed by Tenant, if there be more
than one, shall be joint and several, and all rights and remedies herein
granted to Landlord or arising by law which shall be cumulative and not
exclusive of any other remedy, and the word “Tenant”, as used herein, shall
include the plural as well as the singular, and the masculine shall include the
feminine and neuter genders.


20. ENTRY
FOR INSPECTION. Landlord, and its agents and
employees, shall have the right to enter subject Premises, at all reasonable
times, to inspect same and to post such reasonable notices as Landlord may
desire to protect its rights.


21. TIME
IS ESSENCE. Time is of the essence of this Lease and
every term, condition, covenant and provision.


22. BINDING
ON HEIRS, ETC. This Lease shall inure to the benefit
of and be binding upon the heirs, executors, administrators, successors and
assigns of the respective parties hereto, except that nothing in this paragraph
contained shall authorize an assignment of the interest of Tenant herein
without the prior written consent of Landlord.


23. SUBORDINATION.
Landlord reserves the right to subject and subordinate
this Lease, at all times, to the lien of any mortgages now or hereafter placed
upon Landlord’s interest in the subject Premises and on the land and buildings
of which subject Premises are a part. Tenant covenants and agrees to execute
and deliver, upon demand, such additional instruments subordinating this Lease
to the lien of any such mortgage or mortgages as shall be desired by Landlord
and/or any mortgages.


	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
Tenant
  Initials






4






24. DEFAULT
OF LESSOR. Notwithstanding anything in this Lease to
the contrary, it is understood and agreed that, in the event of an act of
commission or omission by Landlord which would give Tenant the right to
terminate this Lease or to claim a partial or total eviction, Tenant shall not
exercise any such right until a reasonable opportunity for remedying any such
act of commission or omission shall have been given. If any default of the
Landlord continues uncorrected for a period of ten (10) days after receipt of
written notice thereof from the Tenant, stating with particularity the nature
and extend of the default, the Tenant may cancel this Lease by written notice
of cancellation served upon Landlord; provided, however, that Tenant shall have
no right to cancel this Lease if within ten (10) days after receipt by the
Landlord of any notice of the Landlord’s alleged default, the Landlord (a)
correct such default, or (b) in good faith, commences the remedying thereof and
diligently proceeds therewith.


25. RULES
AND REGULATIONS. Landlord shall have the right, from
time to time, to prescribe Rules and Regulations which in its sole judgment,
may be desirable for the use, entry, operation, and management of the Premises
and the Ruthrauff Commerce Center, each of which Rules and Regulations shall become
part of this Lease. Tenant agrees to comply with the Rules and Regulations now
attached or to be added in the future, provided, however, that such Rules and
Regulations shall not contradict nor abrogate any right or privilege herein
expressly granted to Tenant.


26. INSURANCE.
Tenant shall maintain a policy of public liability
insurance satisfactory in coverage and amount to Landlord at Tenant’s expense,
insuring Tenant and Landlord against liability arising out of the ownership,
use, occupancy or maintenance of the property. Landlord shall be listed as
Additional Insured on Tenant’s liability insurance policy. Tenant hereby agrees
to hold Landlord harmless from any and all claims by Tenant and Tenant’s
employees, customers, invitees or visitors for bodily injury or property damage
which occurs in or about the Premises.


	
 

	
 


	
Tenant
  Initials   

	



	
 

	






IN WITNESS
HEREOF, the parties hereto have subscribed their names to the day and year
first hereinabove written.


	
 

	
 

	
 

	
 

	
 


	
PRESSON
  SCOTTSDALE, LLC

	
 

	
INTECON, INC


	
 

	
 

	
 


	
BY: PRESSON
  CORPORATION, an Arizona Corporation, General Member

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
BY:

	


	
 

	
BY:

	



	
 

	


	
 

	
 

	



	
 

	
Daryl R. Burton, President

	
 

	
 

	
David Marlow


	
 

	
 

	
 

	
 

	
 


	
DATE:
  8/11/08

	
 

	
DATE:
  28/11/08


	
 

	
 

	
Mailing
  Address: 1215 South Park Lane, Suite 4

  Tempe, AZ 85281
Phone: (602)418-9297








	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
Tenant
  Initials






5









	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
Tenant
  Initials






6







EXECUTIVE SUITES RULES AND REGULATIONS


	
 

	
 


	
1.

	
All
  equipment (i.e., coffee maker, copier, etc.) must be turned off by Tenant if
  used on weekend and kitchen/coffee area cleaned.


	
 

	
 


	
2.

	
Tenants with
  windows on south are asked to keep the blinds closed during the hottest times
  of the day to keep the heat of the day out. Thermostats will not be adjusted
  to compensate for heat loss through window if blinds are open.


	
 

	
 


	
3.

	
Tenant must reserve the conference room by advising the receptionist
  or by signing up on the board in the conference room. DO NOT ERASE OTHER
  TENANTS’ RESERVATIONS.


	
 

	
 


	
4.

	
Upon leaving
  the conference room Tenant shall make sure the room is left clean for the
  next user.


	
 

	
 


	
5.

	
There shall
  be no smoking in the Executive Suites or rest rooms by Tenant, their
  employees, customers or invitees. When
  smoking outside please do not stand in open doorways and please place butts
  in ash urn by door - not In parking lot or landscape.


	
 

	
 


	
6.

	
All UPS
  pickups and deliveries are to be placed in the storage room not reception
  area.


	
 

	
 


	
7.

	
Lights are
  to be turned off in suite upon leaving.


	
 

	
 


	
8.

	
Microwave is
  to be cleaned after use.


	
 

	
 


	
9.

	
Refrigerator
  is cleaned out the first of each month. Any spoiled or dated food will be
  thrown away at that time.


	
 

	
 


	
10.

	
Do not leave
  outside doors open while air conditioning is on.


	
 

	
 


	
11.

	
Protective
  plastic floor mats must be placed under all desks and chairs.


	
 

	
 


	
12.

	
Candles of
  any kind are not allowed in the offices.








	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
Tenant
  Initials






7






GOODS & SERVICES PRICE LIST 

RUTHRAUFF COMMERCE CENTER


	
 

	
 


	
Fax

	
$0.75 per
  page to receive


	
 

	
$1.50 per
  page to send


	
 

	
 


	
Copies:

	
$0.10 each
  up to 1000 per month


	
 

	
$0.08 each
  over 1000 per month


	
 

	
 


	
Stamps:

	
Post office
  rate








	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
Tenant
  Initials






8






KEY DEPOSIT & RECEIPT


RUTHRAUFF COMMERCE CENTER


Landlord
hereby issues to Tenant the following keys for 2410 W. Ruthrauff Rd., #S,
Tucson, AZ 85705.


          2
Exterior Door


          2
Interior Suite Keys


Upon
termination of Tenant’s Lease, Tenant agrees to resubmit to Landlord all keys
issued at the time of this Agreement. If all keys are not returned, then Tenant
will be charged $5.00 for each key not returned, and a rekey charge for
exterior door.


	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
Tenant
  Initials






9






TENANT SERVICE AGREEMENT


This Agreement
made and entered into the day and date set forth below between Ruthrauff
Commerce Center (“Ruthrauff) and the undersigned “Customer” for the provision
of goods and services by Ruthrauff to Customer.


	
 

	
 

	
 


	
 

	
1.

	
Ruthrauff
  and Customer agree that Ruthrauff may make available to Customer, from time
  to time, various goods and/or services according to an official price list
  (the “Price List”) attached. Ruthrauff and Customer agree that Ruthrauff may,
  from time to time, modify the Price List and/or the prices contained on the
  Price List. Changes to the Price List shall be deemed effective 30 days after
  receipt or revised Price List.


	
 

	
 

	
 


	
 

	
2.

	
Ruthrauff
  and Customer agree that Customer’s consumption of any of the goods or
  services provided for on the Price List shall be deemed in acceptance by
  Customer of Ruthrauff offer to provide such goods and services at the price
  and on the terms specified in the Price List.


	
 

	
 

	
 


	
 

	
3.

	
Payment for
  goods and/or services ordered or consumed by Customer shall be made no later
  than the date of the next rent payment after billing therefore. Customer’s
  security deposit under that certain separate Executive Suite Lease Agreement
  entered into between Ruthrauff and Customer shall be applied by Ruthrauff
  against the charges incurred by Customer hereunder should Customer fail to
  pay the same within the time provided herein.


	
 

	
 

	
 


	
 

	
4.

	
This
  Agreement constitutes the entire understanding of the parties on the subjects
  covered herein and it may not be modified except in writing.








	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
Tenant
  Initials






10






RUTHRAUFF COMMERCE CENTER


EXECUTIVE SUITES TENANT SIGNAGE


As a tenant at
Ruthrauff Executive Suites, and per Lease Agreement for same, I hereby
authorize the following signage regarding my tenancy.


DOOR SIGNAGE:


Cost – FREE
(if name changes during tenancy, charge of $5.00)


	
 

	
 

	
 


	
INTECON, INC

	
 


	


	
 


	
(Print
  exactly how you want sign to read.)

	
 








	
 


	
FRONT WINDOW DIRECTORY


	
 


	
Cost $25.00


	
 


	



	
(Print
  exactly how you want sign to read.)








	
 

	
 

	
 


	


	
 

	
 


	


	
Date:
  28 Jul 08

	
 


	
Tenant Signature

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	
Tenant
  Initials




11