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LEASE

PAPAGO SPECTRUM
TEMPE, ARIZONA

Between

CALIBRUS, INC.
(Tenant)

and

PAPAGO SPECTRUM, L.L.C.
(Landlord)




TABLE OF CONTENTS

Page 
LEASE
AGREEMENT                                                                                                             
3

RENT

3

A.
Types of Rent 

3

(1)

Base
Rent 

3

(2)

Operating
Cost Share Rent

3

(3)

Additional
Rent

3

(4)

Rent

                                                                                                
3

B.

Payment
of Operating Cost Share
Rent                                                          
      3

 

(I)

Payment
of Estimated Operating Cost Share Rent 

3

(2)

Correction
of Operating Cost Share Rent 

 

4

(3)

Estimated
Operating Costs Budget for First Fiscal Year

4

C.
Definitions

4

(1)

Included
Operating Casts

4

(2)

Excluded
Operating Costs

5

(3)

Taxes


 

 

6

(4)

Lease
Year 

7

(5)

Fiscal
Year

7

D.

Computation
of Base Rent and Rent Adjustments 

 

7

(1)

Prorations

7

(2)

Default
Interest

7

(3)

Rent
Adjustments

7

(4)

Books
and Records 

 

8

(5)

Miscellaneous


8

3.
PREPARATION AND CONDITION OF PREMISES; POSSESSION AND SURRENDER OF PREMISES
  8

A.

Condition
of Premises 

 8

B.

Tenant,
Possession 

 8

C.

Maintenance


 8

4.

PROJECT
SERVICES,

 9

Heating
and Air Conditioning 

 9

Elevators


 9

Electricity


 9

Water


                                      
10

Janitorial
Service

  10

Interruption
of
Services                                                                                                              
10

  
  

Public
Utility Requirements 

  
11

Holidays

  
11

Parking

   11

5.

ALTERATIONS
AND REPAIRS 

 
Landlord’s Consent and
Conditions                                                                                            
13

 
Damage to
System                                                                                                                      14

 
No
liens                                                                                                                                      14

 
Ownership of
Improvements                                                                                                        15

 

6.        
USE
OF                                                                                                                           15

 

7.        
GOVERNMENTAL REQUIREMENTS AND BUILDING
RULES                                15

 

8.        
WAIVER OF CLAIMS, INDEMNIFICATION,
INSURANCE                                      16

 

A.

Indemnity
by
Tenant                                                                                              16

 

B.

Indemnity
by
Landlord                                                                                      
16

 

C.

Landlord's
Not Responsible, for Acts of
others                                                      16

D.

Tenant's
Insurance                                                                                             
16

 

E.

Insurance
Certificates                                                                                             18

 

 

9.        
FIRE AND
OTHER                                                                                                     
18

          
A.
Termination                                                                                                                18

          
B. 
Restoration                                                                                                                 18


 

10.      
EMMINENT
DOMAIN                                                                                                  
18

 

11. RIGHTS
RESERVED TO LANDLORD 

19

 



 

 

 

 

 

 

 

 

 

12.
TENANT'S DEFAULT

20

A.

Rent
Default 

20

B.

Assignment/Sublease
or Hazardous Substances Default 

21

C.

Other
Performance
Default                                                                                     21

D.
      Credit Default 

21
E.
       Vacation or Abandonment
Default                                                                        21

 

13.

LANDLORD
REMEDIES

2l

A.

Termination.
of Lease or Possession 

                                                     21

B.

Lease
Termination
Damages                                                                                
21

 

C.

Possession
Termination Damages 

22

D.

Landlord's
Remedies Cumulative 

22

E.

WAIVER
OF TRIAL BY JURY 

32

F.

Litigation
Cost

22

14
SURRENDER

22




15
HOLDOVER                                                                                                                       
   23 

16.
SUBORDINATION TO GROUND LEASES AND MORTGAGES 

23

A.

Subordination


23

B.

Termination
of Ground Lease or Foreclosure of Mortgage 

23

C.

Security
Deposit 

73

D
      Notice and "Right to Cure

23

E.

Definitions

24
     




   17.
  ASSIGNMENT AND SUBLEASE

 24

             A.
      In
General                                                                                                      
      24

B.

Landlord's
Consent 

24

C.

Procedure...
'

24

D.

Intentionally
Omitted

25

E.

Excess
Payment

25

F
        Recapture

35

18.
CONVEYANCE BY LANDLORD 

35

19.
ESTOPPEL CERTOFOCATE

25

 20
  SECURITY DEPOSIT

26

21.
FORCE MAJEURE 

 

26

22.
TENANT'S PERSONAL PROPERTY AND FIXTURES 

26

23.
NOTICES 

26

A.

Landlord

 22





26.
MISCELLANEOUS                                                                                                              27

A.

Successors
and
Assigns                                                                                          27

B.

Date
Payments Are
Due                                                                                         27

C.

Meaning
of "Landlord", "Re-Entry", "including" and
"Affiliate"                                  28

Time
of the Essence 

28

·

No
Option 

28

·

Severability

28

Governing
Law

28

Lease
Modification

28

No
Oral Modification 

28

Landlord's
Right to Cure

 28

Captions

28

·

Authority


28

·

Landlord's
Enforcement of Remedies

28

·

Entire
Agreement 

28

·

Landlord's
Title

29

Light
and Air Rights

29

Singular
and Plural

29

No
Recording by Tenant 

29

Exclusivity

29

·

No
Construction Against Drafting Party 

29

·

Survival


29

Rent
Not Based on Income

29

·

Building
Manager and Service Providers,

29

Late
Charge and Interest on Late Payments

29

·

Tenant's
Financial Statement

30

27.

UNRELATED
BUSINESS INCOME

30

28.

HAZARDOUS
SUBSTANCES

30

29.

EXCCJLPATION

30

30.
RENEWAL OPTION

30




31.
RIGHT OF FIRST OFFER

31







:APPENDIX
:A. - PLAN OF THE PREMISES

APPENDIX
A-1 - EXPANSION AREA

APPENDIX
B - RULES AND REGULATIONS-

APPENDIX
C - TENANT IMPROVEMENT AGREEMENT

APPENDIX
D - GROUND LEASES AND MORTGAGES CURRENTLY AFFECTING THE­PROJECT

APPENDIX
E - COMMENCEMENT DATE CONFIRMATION

APPENDIX
..F ESTIMATED OPERATING COSTS BUDGET FOR FIRST FISCAL YEAR.

LEASE




THIS LEASE (the "Lease") is made as of May 16, 2000 between PAPAGO
SPECTRUM, L.L.C., an Arizona limited liability company (the "Landlord")
and the Tenant as named in the Schedule below. The term "Project" means
the office building (the "Building") known as "Papago Spectrum," the
adjacent parking structure and driveway and parking facilities and the land (the
"Land") located at 1225 West Washington, Tempe, Arizona 85281.
"Premises" means that part of the Project leased to Tenant described in
the Schedule and outlined on Appendix A.




The
following schedule (the "Schedule") is an integral part of this Lease.
Terms defined in this Schedule shall have the same meaning throughout the
Lease.




SCHEDULE

1.

Tenant:
Calibrus, Inc., a Nevada corporation.

2.

Premises:
Suite

,
of the Building, as more specifically outlined on Appendix A.

3.

Rentable Area of the Premises: The Useable Area of the Premises is
approximately 13,295 square feet. With the Building's standard 13.23% load
factor for multi-tenant floors, the Rentable Area of the Premises is
approximately 15,054 square feet and Base Rent is based thereon. The Building
Rentable Area is 159,363 square feet resulting in the Tenant's Proportionate
Share shown on Section 4 of this Schedule. After the Initial Improvements have
been completed under the Tenant Improvement Agreement to a point permitting
measurement, Landlord will cause DMJM to remeasure the Useable Area of the
Premises based on BOMA standards and the parties will, within ten (10) days
after the figures are available, enter into a letter agreement prepared by
Landlord confirming the Useable and Rentable (based on the 13.23% load factor)
Area of the Premises and any required adjustments to Base Rent based thereon and
any required adjustment of Tenant's Proportionate Share for purposes of Section
4 of this Schedule and of the Landlord's Contribution under Appendix C. After
such remeasurement occurs, the Useable and Rentable Area of the Premises and the
Tenant's Proportionate Share will remain fixed throughout the Term, regardless
of future reconfigurations or other changes within the Building (excluding only
addition or removal of Building space through new construction, damage,
destruction or condemnation.)

4:

Tenant's
Proportionate Share: 9.45 % (based upon a total of 159,363 rentable square feet
in the Building), expressly subject to adjustment under Section 3 of this
Schedule.

5.

Security Deposit: $82,797, being three (3) month's Base Rent,
while the Guaranty described below is in effect. As a condition to release of
the Guaranty as provided therein, the :Security Deposit will be increased to
$165,594, being six (6) month's Base Rent. Provided there is no default by
Tenant, and no event which, with the passage of time or the giving of notice,
would constitute a default by Tenant, the Security Deposit will be reduced (by
application to rent due from Tenant) by $27,599 at the beginning of each of the
37th, 415', 45'h, 490' and
53`0 months of the Lease Term, such that the Security Deposit
thereafter will be $27,599 (one month's Base Rent), These 'amounts
will be adjusted based on the final Rentable Area square footage of the
Premises.

6.

Tenant's Real Estate Broker for this Lease: Lee and Associates (John
Cerchiai).

 

Landlord's
Real Estate Broker for this Lease: CB Richard Ellis, Inc. (Jerry Roberts),
Tenant Improvements, if any: See the Tenant Improvement Agreement attached
hereto as Appendix C.

9.

 Commencement Date: The Completion Date, as defined in
Appendix C Landlord and Tenant shall execute a Commencement Date Confirmation
substantially in the form of Appendix E promptly following the Commencement
Date.

10.

 Termination Date/Term: Five (5) years after the Commencement
Date as set forth herein, or if the Commencement Date is not the first day of a
month, then after the first day of the following month.

11.

Guarantor:
Jeffrey W. Holmes, Joan D. Holmes and R. Kirk Blesch. The Guaranty is limited
and subject to cancellation as provided therein.

12.

Expense
Stop: $5.00 per rentable square foot.

13.

Base
Rent:

Period

Annual

Monthly

Base
Rent

Base
Rent




Entire
Original Lease Terra

$331,188
(based on

$27,599

$22.00 per square foot of Rentable Area)

Expressly
subject to adjustment under Section 3 of this Schedule.




14.

Parking
Spaces: 4V2 spaces per 1,000 square feet of Rentable Area, on the terms and
conditions more specifically set forth in Article 4(I) below.




[THE
'REMAINDER. OF THIS PAGE HAS BEEN INTENTIONALLY LE1'I BLANK.]

1.

 LEASE AGREEMENT. On the terms stated in this Lease,
Landlord leases the Premises to Tenant, and Tenant leases the Premises from
Landlord, for the Term beginning on the Commencement Date and ending on the
Termination Date unless extended or sooner terminated pursuant to this
Lease.




2.

RENT.

A.

Types
of Rent Tenant shall pay the following Rent in the form of a check
to
Landlord at the following address:

Papago
Spectrum, L.L.C.

c/o
Chamberlain Development, -L.C. 505 South Madison

Tempe,
Arizona 85281




or
at such other location as Landlord may notify Tenant:




(1)

Base Rent in monthly installments in advance, the first
monthly installment payable concurrently with the execution of this Lease and
thereafter on or before the first day of each month of the Term in the amount
set forth on the Schedule.




(2)

Operating Cost Share Rent in an amount equal to the
Tenant's Proportionate Share of the Operating Costs and Taxes for the applicable
Fiscal Year of the Lease (the "Fiscal Year Operating Costs") minus the
Expense Stop (defined to be the amount set forth in the Schedule of the Lease,
paragraph 12) paid monthly in advance in an estimated amount. Definitions of
Operating Costs, Taxes and Tenant's Proportionate Share, and the method for
billing and payment of Operating Cost Share Rent are set forth in Sections 2B.,
2C and 2D. Operating Cost Share Rent will not be payable for the first 12
calendar months after the Commencement Date.




(3)

Additional Rent in the amount of all costs, expenses,
liabilities, and amounts which Tenant is required to pay under this Lease,
excluding Base Rent and Operating Cost Share Rent, but including any interest
for late payment of any item of Rent.

(4)

Rent as used in this Lease means Base Rent, Operating Cost
Share Rent and Additional Rent. Tenant's agreement to pay Rent is an independent
covenant, with no right of setoff, deduction or counterclaim of any kind,

13.

Payment
of Operating Cost. Share Rent.




(1) Payment of Estimated
Operating Cost Share Rent. Landlord shall
estimate the Fiscal Year Operating Costs by April 1st of each Fiscal Year, or as
soon as reasonably possible thereafter. Landlord may revise these estimates
whenever it obtains more accurate information, such as upon its receipt of the
actual real estate tax assessment or tax rate for the Project.

 

Within ten (10) days after receiving the original or revised
estimate from Landlord of Fiscal Year Operating Costs for a particular Fiscal
Year, together with the Expense Stop, Tenant shall pay Landlord one-twelfth
(1/12th) of Tenant's Proportionate Share of the estimated Operating Cost Share
Rent, multiplied by the number of months that have elapsed in the applicable
Fiscal Year to the date of such payment including the current month, minus
payments previously made by Tenant for the months elapsed. On the first day of
each month thereafter, Tenant shall pay Landlord one-twelfth (1/12th) of
Tenant's Proportionate Share of this estimate, until a new estimate becomes
applicable.




(2)

Correction of Operating Cost Share Rent. Landlord shall
deliver to Tenant a report for the previous Fiscal Year (the "Operating Cost
Report") by April 1st of each year, or as soon as reasonably possible
thereafter, setting forth (a) the actual Fiscal Year Operating Costs incurred
for the Fiscal Year in question, (b) the Expense Stop, (c) the amount of
Operating Cost Share Rent due from Tenant, and ((I) the amount of Operating Cost
Share Rent paid by Tenant. Within twenty (20) days after such delivery, Tenant
shall pay to Landlord the amount due minus the amount paid. If the amount paid
exceeds the amount due, Landlord shall apply the excess to Tenant's payments of
Operating Cost Share Rent next coming due.




(3)

Estimated Operating Costs
Budget for First Fiscal Year. The
First Fiscal Year's estimated Operating Costs budget is attached as
Appendix F for illustrative purposes only and (a) the budget is subject to
change by Landlord at any time and (b) Landlord providing an estimated budget
does not constitute a representation or warranty that Operating Costs will, in
total or in any line item, match the budget.




C.

Definitions.




(1) Included Operating Costs. "Operating Costs"
means any expenses, costs and disbursements of any kind (including Taxes), paid
or incurred by Landlord in connection with the management, maintenance,
operation, insurance, repair and other related activities in connection with any
part of the Project and of the personal property, fixtures, machinery,
equipment, systems and apparatus used in connection therewith, including the
cost of providing those services required to be furnished by Landlord under this
Lease. Operating Costs shall also include "Included Capital Items", consisting
of (a) the costs of any capital improvements which are intended to reduce
Operating Costs or improve safety, and those made to keep the Project in
compliance with governmental requirements applicable from time to time, provided
that the costs of any such item shall be amortized by Landlord, together with an
amount equal to interest at ten percent (10%) per annum, over the estimated
useful life of such item and such amortized amounts are only included in
Operating Costs for that portion of the useful life of the item which falls
within the Term; and (b) amortized reasonable reserves for replacements of
capital items, based on the useful life of the capital replacement, or
amortization of expenses incurred for such capital replacements with interest at
ten per cent (10%) per annum, over the estimated useful life thereof and such
amortized amounts are only included in Operating Costs for that portion of the
useful life of the item that falls within the Term, or a combination of
amortized reserves and amortized expenses, provided both are not charged for the
same time period for the same item. Further, if Landlord or any affiliate of
Landlord is the manager of the Project, management fees will not exceed three
per cent (3%) of gross rents including Base Rent or Minimum Rent and expense
reimbursements.

Operating Costs will include all payments made to the Papago
Arroyo Property Owners Association or otherwise required. under the Declaration
of Reciprocal Easements and Maintenance Covenant, or under the Declaration of
Covenants, Conditions and Restrictions for Papago Park Center.




If the Project is not fully occupied during any portion of any
Fiscal Year, Landlord may adjust (an "Equitable Adjustment") Operating
Costs to equal what would have been incurred by Landlord had the Project been
fully occupied. This Equitable Adjustment shall apply only to Operating Costs
which are variable and therefore increase as occupancy of the Project increases.
Landlord may incorporate the Equitable Adjustment in its estimates of Operating
Costs.




The increase in "Controllable Operating Costs" for any year
from the prior year will be limited to six per cent (6%). For this purpose,
"Controllable Operating Costs" shall include only those items over which
Landlord or the property manager has discretion or control. For example, but
without limitation, taxes, assessments, utilities and insurance premiums are not
Controllable Operating Costs.




If Landlord does not furnish any particular service whose cost
would have constituted an Operating Cost to a tenant other than Tenant who has
undertaken to perform such service itself, Operating Costs shall be increased by
the amount which Landlord would have incurred if it had furnished the service to
such tenant.




(2)

Excluded
Operating Costs. Operating Costs shall: not include:




 (a)

costs
of alterations of tenant premises;




 (b)

costs
of capital improvements other than Included Capital Items;




                                   (c)
       interest and principal payments on
mortgages or any other
debt
                       costs,
or rental payments on any ground lease of the Project;




  (d)

real
estate brokers' leasing commissions;




(e)

legal
fees, space planner fees and advertising expenses incurred with regard to
leasing the Building or portions thereof;




(f)

 any
cost or expenditure for which Landlord is reimbursed, by insurance proceeds or
otherwise, except by Operating Cost Share Rent; the cost of any service furnished to any
office tenant of the Project which Landlord does not make available to Tenant;


(g)

depreciation
(except on any Included Capital Items).; franchise or income taxes
imposed upon Landlord, 




(h)except
to the extent imposed in lieu of all or any part of Taxes; costs of correcting
defects in construction of the Building (as opposed to the cost of normal
repair, maintenance and replacement expected with the construction materials and
equipment installed in the Building in light of their specifications); 




(k)

legal
and auditing fees which are for the benefit of Landlord such as collecting
delinquent rents, preparing tax returns . and other financial statements, and
audits other than- those incurred in connection with the preparation of reports
required pursuant to Section 2B" above;

(l) 

the wages of any employee for services not related directly to the
management, maintenance, operation and repair of the Building; and




(m)


fines,
penalties and interest (including such items . resulting from late payment of
Taxes).




(3) Taxes. "Taxes" means any and all taxes,
assessments and charges of any kind, general or special, ordinary or
extraordinary, levied against the Project, which Landlord shall pay or become
obligated to pay in connection with the ownership, Leasing, renting, management,
use, occupancy, control or operation of the Project or of the personal property,
fixtures, machinery, equipment, systems and apparatus used in connection
therewith. Taxes shall include real estate taxes, personal property taxes, sewer
rents, water rents, special or general assessments, transit taxes, ad valorem
taxes, and any tax levied on the rents hereunder (including but not limited to
any applicable transaction privilege, sales or use taxes) or the interest of
Landlord under this Lease (the "Rent Tax"). Taxes shall also include all
fees and other costs and expenses paid by Landlord in reviewing any tax and in
seeking a refund or reduction of any Taxes, whether or not the Landlord is
ultimately successful.




For any year, the amount to be included in Taxes (a) from taxes or
assessments payable in installments, shall be the amount of the installments
(with any interest) due and payable during such year, and (b) from all other
Taxes, shall at Landlord's election be the amount accrued, assessed, or
otherwise imposed for such year or the amount due and payable in such year. Any
refund or other adjustment to any Taxes by the taxing authority, shall apply
during the year in which the adjustment is made. Notwithstanding anything to the
contrary set forth herein, Rent Taxes shall be paid by Tenant along with the
monthly installments of Rent paid to Landlord.

Taxes shall not include any net income (except Rent Tax), capital,
stock, succession, transfer, franchise, gift, estate or inheritance tax, except
to the extent that such tax shall be imposed in lieu of any portion of
Taxes.




For a period ending eight (8) years after issuance of a
Certificate of Occupancy for the Building, the Building is exempt from real
estate taxes, by agreement of the City of Tempe. However, Landlord is required
to pay an "in lieu" payment during such eight years pursuant to such agreement,
and the Expense Stop includes reimbursement to Landlord for a portion of that in
lieu of payment equal to $.50 per rentable square foot. Landlord will pay all in
lieu amounts due during such. eight year period and will not pass the same along
to Tenant through Operating Costs.




After the eight year period described above, the $.50 per square
foot amount will be removed from the Expense Stop, but the Expense Stop amount
will not change. The Building and other improvements in the Project (and
potentially the.Land) will be subject to real estate taxation after such eight
year period and the same will be included in Operating Costs (as part of Taxes)
for all purposes.




(4)

Lease Year. "Lease Year" means each consecutive
twelve-month period beginning with the Commencement Date, except that if the
Commencement Date is not the first day of a calendar month, then the first Lease
Year shall be the period from the Commencement Date through the final day of the
twelve months after the first day of the following month, and each subsequent
Lease Year shall be the twelve months following the prior Lease Year.




(5)

Fiscal
Year. "Fiscal Year" means the calendar year, except that the first
Fiscal Year and the last Fiscal Year of the Term may be a partial calendar
year.




D.

Computation
of Base Rent and Rent Adjustments.




(1)

Prorations. If this Lease begins on a day other than. the
first day of a month, the Base Rent and Operating Cost Share Rent shall be
prorated for such partial month based on the actual number of days in such
month, If this Lease begins on a day other than the first day, or ends on a day
other than the last day, of the fiscal year, Operating Cost Share Rent shall be
prorated for the applicable fiscal year.




(2)

Default
Interest. Any sum due from Tenant to Landlord not paid when due shall bear
interest from the date due until paid at eighteen percent (18%) per annum.




(3)

Rent Adjustments: The square footage of the Premises and
the Building computed pursuant to the Schedule (after the measurement thereof
per Item 3 of the Schedule) are conclusively deemed to be the actual square
footage thereof, without regard to any subsequent remeasurement of the Premises
or the Building. If any Operating Cost paid in one Fiscal Year relates to more
than one Fiscal Year, Landlord may proportionately allocate such Operating Cost
among the related Fiscal Years.

(4)

Books and Records. Landlord shall maintain books and
records reflecting the Operating Costs and Taxes in accordance with sound
accounting and management practices, Tenant and its certified public accountant
shall have the right to inspect Landlord's records at Landlord's office upon at
least seventy-two (72) hours' prior notice during normal business hours during
the ninety (90) days following the respective delivery of the Operating Cost
Report. The results of any such inspection shall be kept strictly confidential
by Tenant and its agents, and Tenant and its certified public accountant must
agree, in their contract for such services, to such confidentiality restrictions
and shall specifically agree that the results shall not be made available to any
other tenant of the Building. Unless Tenant sends to Landlord any written
exception to either such report within said ninety (90) day period, such report
shall be deemed final and accepted by Tenant. Tenant shall pay the amount shown
on both reports in the manner prescribed in this Lease, whether or not Tenant
takes any such written exception, without any prejudice to such exception. If
Tenant makes a timely exception, Landlord shall cause its independent certified
public accountant to issue a final and conclusive resolution of Tenant's
exception. Tenant shall pay the cost of such certification unless
Landlord's original determination of annual Operating Costs or Taxes
overstated the amounts thereof by more than five percent (5%).




(5)

Miscellaneous. So long as Tenant is in default of any
material obligation under this Lease, Tenant shall not be entitled to any refund
of any amount from Landlord. If this Lease is terminated for any reason prior to
the annual determination of Operating Cost Share Rent, either party shall pay
the full amount due to the other within fifteen (15) days after Landlord's
notice to Tenant of the amount when it is determined. Landlord may commingle any
payments made with respect to Operating Cost Share Rent, without payment of
interest.




3. PREPARATION AND CONDITION OF PREMISES; POSSESSION AND
SURRENDER OF PREMISES.




A, Condition of Premises. Except to the extent of the
Tenant Improvements item on the Schedule, Landlord is leasing the Premises to
Tenant "as is", without any obligation to alter, remodel, improve, repair or
decorate any part of the Premises. Landlord shall cause the Premises to be
completed in accordance with the Tenant Improvement Agreement attached as
Appendix C.




B.

Tenant' Possession. Tenant's taking possession of any
portion of the Premises shall be conclusive evidence that the Premises was in
good order, repair and condition. If Landlord authorizes Tenant to take
possession of any part of the Premises prior to the Commencement Date for
purposes of doing business, all terms of this Lease shall apply to such pre-Term
possession, including Base Rent at the rate set forth for the First Lease Year
in the Schedule prorated for any partial month,




C.

Maintenance. Throughout the Term, Tenant shall maintain the
Premises in their condition as of the Completion Date, loss or damage caused by
the elements, ordinary wear, and fire and other casualty excepted, and at the
termination of this Lease, or Tenant's right to possession, Tenant shall return
the Premises to Landlord in broom-clean condition. To the extent Tenant fails to
perform either obligation, Landlord may, but need not, restore the Premises to
such condition and Tenant shall pay the cost thereof.

4.

PROJECT
 SERVICES.

Landlord
shall furnish services as follows:




A, Heating and Air Conditioning. During the normal business
hours of 7:00 a.m. to 6:00 p.m., Monday through Friday, and 7:00 a .m. to 2:00
p.m, on Saturday, exclusive of Holidays (as defined in Subsection H, below),
Landlord shall furnish heating and air conditioning to provide a comfortable
temperature, in Landlord's judgment, for normal business operations, except to
the extent Tenant installs equipment which adversely affects the temperature
maintained by the air conditioning system. If Tenant installs such equipment,
Landlord may install supplementary air conditioning units in the Premises, and
Tenant shall pay to Landlord upon demand as Additional Rent the cost of
installation, operation, repair and maintenance thereof Landlord may enlarge the
Building's normal business hours, for this purpose, at any time in its sole
discretion, but will not reduce the hours below those set forth above.




Landlord shall furnish heating and air conditioning outside of
normal business hours ("After Hours HVAC"), at Tenant's sole cost and
expense, provided Tenant gives Landlord a request for After Hours HVAC at least
one business day in advance. Landlord shall charge Tenant for After Hours HVAC
at the "After Hours HVAC Rate" as reasonably established by Landlord from time
to time, which rate is, presently $5.00 per hour/per zone. Tenant acknowledges
that After Hours HVAC cannot be supplied to less than one full zone at a time.
In the event After Hours HVAC is requested by more than one tenant of the
Building for the same time period and the same zone, the charge for the After
Hours HVAC shall be apportioned among those tenants on an equal basis.




B.

Elevators. Landlord shall provide passenger elevator
service during normal business hours to Tenant in common with Landlord and all
other tenants. Landlord shall provide limited passenger service at other times,
except in case of an emergency.




C.

Electricity. Landlord shall provide sufficient electricity
to operate normal office lighting and equipment. This does not include special
lighting in excess of building standard, or any other item of electrical
equipment which singularly requires a voltage which exceeds other than one
hundred twenty (120) volts (plus/minus ten percent) single phase. Tenant shall
not install or operate in the Premises any electrically operated equipment or
other machinery, other than business machines and equipment normally employed
for general office use which do not require high electricity consumption for
operation, without obtaining the prior written consent of Landlord. If any or
all of Tenant's equipment requires electricity consumption in excess of that
which is necessary to operate normal office equipment, such consumption
(including consumption for computer or telephone rooms and special HVAC
equipment) shall be submetered by Landlord at Tenant's expense, and Tenant shall
reimburse Landlord as Additional Rent for the cost of its submetered consumption
based upon Landlord's average cost of electricity. Such Additional Rent shall be
in addition to Tenant's obligations pursuant to Section

2A(2) to pay Its Proportionate Share of Operating Costs. Tenant
shall not, without the prior written consent of Landlord, use any apparatus or
device in or about the Premises which shall cause any substantial noise or
vibration or which will increase the amount of electricity or water, if any,
usually furnished or supplied for use of the Premises as general office space,
but this will not apply to exclude normal office equipment such as personal
computers or servers. Tenant shall not connect with electric current or water
pipes, except through existing electrical or water outlets already in the
Premises, any apparatus or device for the purposes of using electric current or
water.




As used above, the tetra "sufficient electricity to operate normal
office lighting and equipment" means sufficient electrical capacity to operate
(i) incandescent lights, typewriters, calculating machines, photocopying
machines and other machines of the same low voltage electrical consumption
(120/208 volts), provided that the total rated electrical design load for said
lighting and machines of low electrical voltage shall not exceed 3.0 watts per
usable square foot; and (ii) lighting (277/480 volts), provided that the total
rated electrical design load for said lighting shall not exceed 2.0 watts per
usable square foot (each such rated electrical design load to be hereinafter
referred to as the "Building Standard Rated Electrical Design Load").
Should Tenant's total rated electrical design load for the entire Premises or
any portion thereof (including, but not limited to, computer or telephone rooms)
exceed the Building Standard Rated Electrical Design Load for either low or high
voltage electrical consumption, or if Tenant's electrical design requires low
voltage or high voltage circuits in excess of Tenant's share of the building
standard circuits, Landlord will (at Tenant's expense) install such additional
circuits and Landlord will (at Tenant's expense) install such
additional circuits and associated high voltage panels and/or additional low
voltage panels with associated transformers (which additional circuits, panels
and transformers shall be hereinafter referred to as the "Additional
Electrical Equipment"). If the Additional Electrical Equipment is
installed because Tenant's low voltage or high voltage rated electrical design
load exceeds the applicable Building Standard Rated Electrical Design Load, then
a meter shall also be added (at Tenant's expense) to measure the electricity
used through the Additional Electrical Equipment. The design and installation of
any Additional Electrical Equipment (or any related meter) required by Tenant
shall be subject to the prior approval of Landlord (which approval shall not be
unreasonably withheld). All expenses incurred by Landlord in connection with the
review and approval of any Additional Electrical Equipment shall also be
reimbursed to Landlord by Tenant. Tenant shall also pay on demand the actual
metered cost of electricity consumed through the Additional Electrical Equipment
(if applicable), plus any actual accounting expenses incurred by Landlord in
connection with the metering thereof




D.

Water. Landlord shall furnish hot and cold tap water for
drinking and toilet purposes. Tenant shall pay Landlord for water furnished for
any other purpose as Additional Rent at rates fixed by Landlord. Tenant shall
not permit water to be wasted.




E.

Janitorial
Service. Landlord shall furnish janitorial service as generally provided to
other tenants in the Building, except on the Holidays listed in Subsection H,
below.




F.

Interruption
of Services. If any of the Building equipment or machinery ceases to
function properly for any cause, Landlord shall use reasonable diligence to
repair the samepromptly, Landlord's inability to furnish, to any extent, the
Project services set forth in this Section 4, or any cessation thereof resulting
from. any causes, including any entry for repairs pursuant to this Lease, and
any renovation, redecoration or rehabilitation of any area of the Building shall
not render Landlord liable for damages to either person or property or for
interruption or loss to Tenant's business, nor be construed as an eviction of
Tenant, nor work an abatement of any portion of Rent, nor relieve Tenant from
fulfillment  of any covenant or agreement hereof. However, in the event
that an interruption of the Project services set forth in this Section 4 causes
the Premises to be untenantable for a period of at least five (5) consecutive
business days, Base Rent shall be thereafter abated proportionately.




G. Public Utility Requirements. In the event any public
utility supplying energy requires, or government law, regulation, executive or
administrative order results in a requirement, that Landlord or Tenant must
reduce, or maintain at a certain level, the consumption of electricity for the
Premises, the Building or the Project, which affects the heating,
air-conditioning, lighting, or hours of operation of the Premises, Building or
Project, Landlord and Tenant shall each adhere to and abide by these laws,
regulations or administrative orders without any reduction or abatement in
Rent.




H, Holidays. Landlord shall not be required to furnish
services on the following "Holidays"; New Year's Day, Martin Luther
King Day, Presidents' Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving
Day, Christmas Day, any other national holiday promulgated by a Presidential
Executive Order or Congressional Act and any other holiday generally recognized
as such by landlords of office space in the metropolitan Phoenix office market,
as determined by Landlord in good faith. If, in the case of any specific holiday
mentioned in the preceding sentence, a different day shall be observed than the
respective day mentioned, then that day which constitutes the day observed by
national banks in Phoenix, Arizona on account of said holiday shall constitute
the Holiday under this Lease.




I.

Parking.




(1) Provided that Tenant shall not default or be in default at any
time under the terms and conditions of this Lease, and provided further that
Tenant shall pay all parking license fees, plus tax and other charges relating
thereto, and provided further that Tenant shall comply with and abide by any
parking rules and regulations from time to time in effect, Tenant shall have a
license to park up to, but not more than, the number described in Item 14 of the
Schedule of passenger automobiles (but not oversized or abnormally heavy
vehicles) in parking spaces located in the parking lots or structures provided
by Landlord from time to time for the Project, of which spaces (the "Total
Spaces") (i) twenty (20) (the "Covered Spaces") shall be in reserved,
covered parking areas provided and designated by Landlord from time to time, and
(ii) the balance of the spaces (the "Uncovered, Unreserved Surface
Spaces") shall be uncovered, unreserved spaces used in common with all other
tenants, visitors and occupants to or in the Project.




The parking privileges or spaces made available to Tenant as
provided above in this paragraph shall be charged to Tenant during the initial
Lease Term beginning on the first day of the Lease Term at the rate of, and
Tenant shall then pay to Landlord in cash and in advance (plus tax thereon) for
each such privilege or space, $35.00 per month, plus tax, for each Covered
Space. The Uncovered, Unreserved Surface Spaces shall be available free of
charge for the initial Lease Term.




Tenant covenants and agrees not to park or permit to be parked by
its agents, servants or employees more vehicles than the Total Spaces at any
time at or on the Project or any lots provided by Landlord for the Project and
in the event Tenant causes or permits more vehicles than designated herein to be
parked, the same shall constitute a default under this Lease. Each automobile
shall, at Landlord's option to be exercised from, time to time, bear
a permanently affixed and visible identification sticker or tag to be provided
from time to time by Landlord. Tenant shall not and shall not permit its
employees, agents, servants, licensees, customers or invitees to park any
vehicles in locations other than those specifically designated by Landlord as
being for Tenant's use. This license is for self-service parking only and does
not include additional rights or services, Landlord shall not have any
obligation to monitor or enforce Tenant's parking licenses or privileges. Except
for the gross negligence or willful misconduct of Landlord, neither Landlord nor
its operators, agents, servants, licensees or employees shall be liable for.:
(i) loss or damage to any vehicle or other personal property parked or located
upon or within such parking spaces or any parking areas whether pursuant to this
license or otherwise and whether caused by fire, theft, explosion, strikes,
riots or any other cause whatsoever; or (ii) injury to or death of any person
in, about or around such parking spaces or any parking areas or any vehicles
parking therein or in proximity thereto whether caused by fire, theft, assault,
explosion, riot or any other cause whatsoever and Tenant hereby waives any claim
for or in respect to the above. Tenant further agrees to indemnify, defend and
hold harmless Landlord for, from and against all claims or liabilities arising
out of loss or damages to property or injury to or death of persons, or both,
relating to. any of the foregoing unless directly caused by the gross negligence
or willful misconduct of Landlord. Except pursuant to an assignment permitted
under the Lease, Tenant shall not assign any of its rights hereunder and in the
event an attempted assignment is made, it shall be void.




(2)

In the event any tax, surcharge, imposition or regulatory fee is
at any time imposed by any governmental authority upon or with respect to
parking, parking spaces, the parking rights or license granted hereby, the
parking fees to be paid hereunder, or the vehicles parking in the parking spaces
referred to herein, Tenant shall pay the same to Landlord as additional rent
hereunder, payable with monthly installments of Monthly Rent or as otherwise
required by Landlord.




(3)

Landlord or its agents shall have the right (but not the
obligation), from time to time as a part of Operating Costs, to monitor all
parking spaces for the Project to assure that Tenant, its employees, agents and
contractors are parking only in the areas designated by Landlord from time to
time for Tenant's use. Landlord shall have the right to tow away, at the expense
of the vehicle owner, any vehicles that do not park in spaces designated for
Tenant's use or any vehicles of Tenant's invitees not parked in areas designated
for Tenant's use or visitors parking. Landlord shall only invoice the Tenant and
not individual employees for said parking. Landlord shall have the right to
modify the overall site parking plan including the right to change the location
of any spaces previously reserved for Tenant's use, whether covered or uncovered
and/or whether surface or garage. Landlord shall also have the right to pursue
other rights and remedies available at law or in equity.

(4)

Landlord or its agents shall have the right from time to time with
ten (10) days prior written notice to the Tenant to substitute other Covered
Spaces within the Project for the Covered Spaces referenced hereinabove.




(5)

Landlord or its agents reserves the right to cancel the above
Covered Spaces and/or convert them to Uncovered, Unreserved Surface Spaces for
nonpayment of rent in excess of one (.1j month. Landlord will give five (5)
business days written notice prior to the exercise of such right.

(6)

All rental or other charges set forth above shall be due and
payable at the same times as the monthly installments of Base Rent are payable
under the Lease and shall in general be subject to the terms and provisions as
are applicable to rental installments under the Lease, including without
limitation, payment of privilege, rental or other taxes on such rental
charges.




5.
ALTERATIONS AND REPAIRS. Landlord's Consent and Conditions.




Tenant shall not make any improvements or alterations to the
Premises (the "Work") without in each instance submitting plans and
specifications for the Work to Landlord and obtaining Landlord's prior written
consent which will not be unreasonably withheld, Tenant shall pay Landlord's
standard charge for review of the plans and all other items submitted by Tenant.
Landlord will be deemed to be acting reasonably in withholding its consent for
any Work which (a) impacts the base structural components or systems of the
Building, (b) impacts any other tenant's premises, or (c) is visible from
outside the Premises.

Tenant shall reimburse Landlord for actual costs incurred for
review of the plans and all other items submitted by Tenant. Tenant shall pay
for the cost of all Work. All Work shall become the property of Landlord upon
its installation, except for Tenant's trade fixtures and for items which
Landlord requires Tenant to remove at Tenant's cost at the termination of the
Lease pursuant to Section 5E.

The following requirements shall apply to all Work:




(1)

Prior to commencement, Tenant shall furnish to Landlord building
permits, certificates of insurance satisfactory to Landlord, and, at Landlord's
request, security for payment of all costs.




(2)

Tenant shall perform all Work so as to maintain peace and harmony
among other contractors serving the Project and shall avoid interference with
other work to be performed or services to be rendered in the Project.

(3)

The Work shall be performed in a good and workmanlike manner,
meeting the standard for construction and quality of materials in the Building,
and shall comply with all insurance requirements and all applicable governmental
laws, ordinances and regulations ("Governmental Requirements").

(4)

Tenant shall perform all Work so as to minimize or prevent
disruption to other tenants, and Tenant shall comply with all reasonable
requests of Landlord in response to complaints from other tenants.

(5)

Tenant shall perform all' Work in compliance with Landlord's
"Policies., Rules and Procedures for Construction Projects" in effect
at the time the Work is performed.

(6)

Tenant shall permit Landlord to supervise all Work. Landlord may
charge a supervisory fee not to exceed fifteen percent (15%) of labor, material,
and all other costs of the Work, if Landlord's employees or contractors perform
the Work.

(7)

Upon completion, Tenant shall furnish Landlord with contractor's
affidavits and full and final statutory waivers of liens, as-built plans and
specifications, and receipted bills covering all labor and materials, and all
other close-out documentation required in Landlord's "Policies, Rules and
Procedures for Construction Projects".

B.

Damage to Systems. If any part of the mechanical,
electrical or other systems in the Premises shall be damaged, Tenant shall
promptly notify Landlord, and Landlord shall repair such damage. Landlord may
also at any reasonable time make any repairs or alterations which Landlord deems
necessary for the safety or protection of the Project, or which Landlord is
required to make by any court or pursuant to any Governmental Requirement.
Tenant shall at its expense make all other repairs necessary to keep the
Premises, and Tenant's fixtures and personal property, in good order, condition
and repair; to the extent Tenant fails to do so, Landlord may make such repairs
itself The cost of any repairs made by Landlord on account of
Tenant's default, or on account of the misuse or neglect by Tenant or
its invitees, contractors or agents anywhere in the Project, shall become
Additional Rent payable by Tenant on demand.

C.

No Liens. Tenant has no authority to cause or permit any
lien or encumbrance of any kind to affect Landlord's interest in the Project;
any such lien or encumbrance shall attach to Tenant's interest only. If any
mechanic's lien shall be filed or claim of lien made for work or materials
furnished to Tenant, then Tenant shall at its expense within ten (10) days
thereafter either discharge or contest the lien or claim. If Tenant contests the
lien or claim, then Tenant shall (i) within such ten (10) day period, provide
Landlord adequate security for the lien or claim, (ii) contest the lien or claim
in good faith by appropriate proceedings that operate to stay its enforcement,
and (iii) pay promptly any final adverse judgment entered in any such
proceeding. If Tenant does not comply with these requirements, Landlord may
discharge the lien or claim, and the amount paid, as well as attorney's fees and
other expenses incurred by Landlord, shall become Additional Rent payable by
Tenant on demand,

D. Ownership of Improvements. All Work as defined in this
Section 5, partitions, hardware, equipment, machinery and all other improvements
and all fixtures except trade fixtures, constructed in the Premises by either
Landlord or Tenant, (i) shall become Landlord's property upon installation
without compensation to Tenant, unless Landlord consents Otherwise in writing,
and (ii) shall at Landlord's option either (a) be surrendered to Landlord with
the Premises at the termination of the Lease or of Tenant's right to possession,
or (b) be removed in accordance with Subsection 5E below (unless Landlord at the
time it gives its consent to the performance of such construction expressly
waives in writing the right to require such removal).




Removal at Termination. Upon the termination of this Lease
or Tenant's right of possession Tenant shall remove from the Project its trade
fixtures, furniture, moveable equipment and other personal property, any
improvements which Landlord elects shall be removed by Tenant pursuant to
Section 5D, and any improvements to any portion of the Project other than the
Premises.. Tenant shall repair all damage caused by the installation or removal
of any of the foregoing items. If Tenant does not timely remove such property,
then Tenant shall be conclusively presumed to have, at Landlord's election (i)
conveyed such property to Landlord without compensation or (ii) abandoned such
property, and Landlord may dispose of or store any part thereof in any manner at
Tenant's sole cost, without waiving Landlord's right to claim from Tenant all
expenses arising out of Tenant's failure to remove the property, and without
liability to Tenant or any other person. Landlord shall have no duty to be a
bailee of any such personal property. If Landlord elects abandonment, Tenant
shall pay to Landlord, upon demand, any expenses incurred for disposition.




6.

USE OF PREMISES. Tenant shall use the Premises only for
general office purposes. Tenant shall not allow more than one employee or
independent contractor per each one hundred fifty (150) usable square feet of
the Premises to use or occupy the Premises. Tenant shall not allow any use of
the Premises which will negatively affect the cost of coverage of Landlord's
insurance on the Project. Tenant shall not allow any inflammable or explosive
liquids or materials to be kept on the Premises. Tenant shall not allow any use
of the Premises which would cause the value or utility of any part of the
Premises to diminish or would interfere with any other Tenant or with the
operation of the Project by Landlord. Tenant shall not permit any nuisance or
waste upon the Premises, or allow any offensive noise or odor in or around the
Premises.




If any governmental authority shall deem .the Premises
to be a "place of public accommodation" under the Americans with Disabilities
Act or any other comparable law as a result of Tenant's use, Tenant shall either
modify its use to cause such authority to rescind its designation or be
responsible for any alterations, structural or otherwise, required to be made to
the Building or the Premises under such laws.




7.

GOVERNMENTAL REOUIREMENTS AND BUILDING RULES. Tenant shall
comply with all Governmental Requirements applying to its use of the Premises.
Tenant shall also comply with all reasonable rules established for the Project
from time to time by Landlord. The present rules and regulations are contained
in Appendix B. Failure by another tenant to comply with the rules or failure by
Landlord to enforce them shall not relieve Tenant of its obligation to comply
with the rules or make Landlord responsible to Tenant in any way.

Landlord shall use reasonable efforts to apply the rules and
regulations uniformly with respect to Tenant and tenants in the Building under
leases containing rules and regulations similar to this Lease. In the event of
alterations and repairs performed by Tenant, Tenant shall comply with the
provisions of Section 5 of this Lease and also Landlord's "Policies, Rules and
Regulations for Construction Projects".




WAIVER OF CLAIMS; INDEMNIFICATION; INSURANCE.




A.

Indemnity by Tenant. Tenant shall and does hereby indemnify
Landlord and agrees to save it harmless and, at Landlord's option, defend it
for, from and against any and all claims (whether groundless or not), actions,
damages, liabilities and expenses, including without limitation attorneys' and
other professional fees, in connection with loss of life, personal injury and/or
damage to property suffered by any person which is caused by Tenant, its
officers, agents, contractors, employees, licensees and invitees, or which
arises from or out of the business of Tenant or the occupancy or use by Tenant
of the Premises or any part thereof or of any other part of the Project, whether
occasioned or alleged to be occasioned wholly or in part by any act or omission
of Tenant, its officers, agents, contractors, employees or invitees..




B.

Indemnity by Landlord. To the extent not covered by Section
8A above or Tenant's insurance, and subject to the exclusions and limitations
set forth in this Lease, including Section 8C, Landlord shall and does hereby
indemnify Tenant and agrees to save it harmless for, from and against any and
all claims (whether groundless or not), actions, damages, liabilities and
expenses, including without limitation attorneys' and other professional fees,
in connection with loss of life, personal injury and/or damage to property
suffered by any person which is caused by the negligent or willful act or
omission of Landlord, its officers, agents, contractors or employees.




C.

Landlord's Not Responsible for Acts of Others. Landlord
shall not be responsible or liable to Tenant, or to those claiming by, through
or under Tenant, for any loss or damage which may be occasioned by or through
the acts of omissions of persons in, or occupying leased space in, the Project
or any part of any premises adjacent to or connecting with the Project,
including the failure of such persons to perform their lease obligations, or for
any loss or damage resulting to Tenant, or those claiming by, through or under
Tenant, or its or their property, from the `breaking, bursting, stoppage or
leaking of electrical, water, gas, sewer; sprinkler, steam or other cable,
wires, pipes or other equipment. To the extent permitted by law, Tenant waives
any claims it may have against Landlord or its officers, directors, employees or
agents for business interruption or damage to property sustained by Tenant as a
result of any act or omission of Landlord, excepting only Landlord's gross
negligence. To the maximum extent permitted by law, Tenant agrees to use and
occupy the Premises, and to use such other portions of the Project as Tenant is
herein given the right to use, at Tenant's own risk.




D.

Tenant's
Insurance. Tenant shall maintain insurance as follows, with such other
terms, coverages and insurers, as Landlord shall reasonably require from time to
time:




(1)

Commercial
General Liability Insurance, with (a) Contractual Liability including the
indemnification provisions contained in this Lease, (b) a severability
ofinterest endorsement, (c) limits of not less than Two Million Dollars
($2,000,000.00) combined single limit per occurrence and not less than Two
Million Dollars ($2,000,000.00) in the aggregate for bodily injury, sickness or
death, and property damage, and (d) umbrella coverage of not less than Five
Million Dollars ($5,000,000.00).




(2)

Property Insurance against "All Risks" of physical loss covering
the replacement cost of all improvements, fixtures and personal property. Tenant
waives all rights of subrogation, and Tenant's property insurance shall include
a. waiver of subrogation in favor of Landlord.




(3)

Workers'
compensation or similar insurance in form and amounts required by law, and
Employer's Liability with not less than the following limits:

		
	
Each
Accident
	
$500,000.00

	
Disease--Policy
Limit
	
$500,000.00

	
Disease--Each.
Employee
	
$500,000.00



(4)

Business
interruption insurance.




Such
insurance shall contain a waiver of subrogation provision in favor of Landlord
and its agents.




Tenant's insurance shall be primary and not contributory to that
carried by Landlord, its agents, or mortgagee. Landlord, and if any, Landlord's
building manager or agent and ground. lessor shall be named as
additional insureds as respects to insurance required of the Tenant in Section
8D(1). The company or companies writing any insurance which Tenant is required
to maintain under this Lease, as well as the form of such insurance, shall at
all times be subject to Landlord's approval, and any such company shall be
licensed to do business in the state in which the Building is located. Such
insurance companies shall have a A.M. Best rating of A VI or better.




Tenant shall cause any contractor of Tenant performing work on the
Premises to maintain insurance as follows, with such other terms, coverages and
insurers, as Landlord shall reasonably require from time to time:




(1)

Commercial General Liability Insurance, including contractor's
liability coverage, contractual liability coverage, completed operations
coverage, broad form property damage endorsement, and contractor's protective
liability coverage, to afford protection with limits, for each occurrence, of
not less than One Million Dollars ($1,000,"000.00) with respect to personal
injury, death or property damage.




(2)

Workers'
compensation or similar insurance in form and amounts required by law, and
Employer's Liability with not less than the following limits:

Each
Accident

$500,000.00

		
	
Disease-Policy
Limit
	
$500,000.00

	
Disease--Each
Employee
	
$500,000.00



Such insurance shall contain a waiver of subrogation provision in
favor of Landlord and its agents.

Tenant's contractor's insurance shall be primary and not
contributory to that carried by Tenant, Landlord, their agents or mortgagees,
Tenant and Landlord, and if any, Landlord's building manager or agent, mortgagee
or ground lessor shall be named as additional insured on Tenant's contractor's
insurance policies.

E, Insurance Certificates. Tenant shall deliver to Landlord
certificates evidencing all required insurance no later than five (5) days prior
to the Commencement Date and each renewal date. Each certificate will provide
for thirty (30) days prior written notice of cancellation to Landlord and
Tenant.

F. Landlord's Insurance. Landlord shall maintain "All-Risk"
property insurance at replacement cost, including loss of rents, on the
Building, and Commercial General Liability insurance policies covering the
common areas of the Building, each with such terms, coverages and conditions as
are normally carried by reasonably prudent owners of properties similar to the
Project. With respect to property insurance, Landlord and Tenant mutually waive
all rights of subrogation, and the respective "All-Risk" coverage property
insurance policies carried by Landlord and Tenant shall contain enforceable
waiver of subrogation endorsements.




FIRE AND OTHER CASUALTY.




A.

Termination. If a fire or other casualty causes substantial
damage to the Building or the Premises, Landlord shall engage a registered
architect to certify within one (1) month of the casualty to both Landlord and
Tenant the amount of time needed to restore the Building and the Premises to
tenantability, using standard working methods. If the time needed exceeds six
(6) months from the beginning of the restoration, or two (2) months therefrom if
the restoration would begin during the last twelve (12) months of the Lease,
then in the case of the Premises, either Landlord or Tenant may terminate this
Lease, and in the case of the Building, Landlord may terminate this Lease, by
notice to the other party within ten (10) days after the notifying party's
receipt of the architect's certificate. The termination shall be effective
thirty (30) days from the date of the notice and Rent shall be paid by Tenant to
that date, with an abatement for any portion of the Premises which has been
untenantable after the casualty.




B.

Restoration. If.a casualty causes damage to the
Building or the Premises but this Lease is not terminated for any reason, then
subject to the rights of any mortgagees or ground lessors, Landlord shall obtain
the applicable insurance proceeds and diligently restore the Building and the
Premises subject to current Governmental Requirements. Tenant shall replace its
damaged improvements, personal property and fixtures. Rent shall be abated on a
per diem basis during the restoration for any portion of the Premises which is
untenantable, except to the extent that Tenant's negligence caused the
casualty.

10.

EMINENT DOMAIN. If a part of the Project is taken by
eminent domain or deed in lieu thereof which is so substantial that the Premises
cannot reasonably be used by Tenant for the operation of its business, then
either party may terminate this Lease effective as of the date of the taking. If
any substantial portion of the Project is taken without affecting the Premises,
then Landlord may terminate this Lease as of the date of such taking. Rent shall
abate from the date of the taking in proportion to any part of the Premises
taken. The entire award for a taking of any kind shall be paid to Landlord, and
Tenant shall have no right to share in the award. All obligations accrued to the
date of the taking shall be performed by the party liable to perform said
obligations, as set forth herein.

11.

RIGHTS RESERVED TO LANDLORD.

Landlord may exercise at any time any attic following rights
respecting the operation of the Project without liability to the Tenant of any
kind:

A.

Name.
To change the name or street address of the Building or the suite number(s) of
the Premises.

B.

Signs. To install and maintain any signs on the exterior
and in the interior of the Building, and to approve at its sole discretion,
prior to installation, any of Tenant's signs in the Premises visible from the
common areas or the exterior of the Building. Tenant shall be entitled to
install Building signage at its sole cost, in a manner and at a location
approved by Landlord. Tenant shall be solely responsible to maintain such
signage in a good and attractive condition and to remove such signage upon
termination or expiration of the Lease and to repair all damage resulting
therefrom, at Tenant's sole cost. In addition to Landlord's approval of Building
signage, Tenant agrees and acknowledges that it is solely responsible to obtain
all required permits from the City of Tempe, and that such signage is subject to
the approval of Papago Park Center in accordance with their signage requirements
and to compliance with established signage guidelines for Papago Spectrum,
copies of which have been delivered to Tenant.

C.

Window Treatments. To approve, at its discretion, prior to
installation, any shades, blinds, ventilators or window treatments of any kind,
as well as any lighting within the Premises that may be visible from the
exterior of the Building or any interior common area.

D.

Keys.
To retain and use at any time passkeys to enter the Premises or any door within
the Premises. Tenant shall not alter or add any lock or bolt.

E.

Access.
To have access to inspect the Premises, and to perform its obligations, or make
repairs, alterations, additions or improvements, as permitted by this Lease.




F.

Preparation for Reoccupancy. To decorate, remodel, repair,
alter or otherwise prepare the Premises for reoccupancy at any time after Tenant
abandons the Premises, without relieving Tenant of any obligation to pay
Rent.




G.

Heavy Articles. To approve the weight, size, placement and
time and manner of movement within the Building of any safe, central filing
system or other heavy article of Tenant's property. Tenant shall move its
property entirely at its own risk.




H.

Show Premises. To show the Premises to prospective
purchasers, tenants, brokers, lenders, investors, rating agencies or others at
any reasonable time, provided that Landlord gives prior notice to Tenant and
does not materially interfere with Tenant's use of the Premises.




I.

Intentionally
Omitted.




J.

Use of Lockbox. To designate a lockbox collection agent for
collections of amounts due Landlord, In that case, the date of payment of Rent
or other sums shall be the date of the agent's receipt of such payment or the
date of actual collection if payment is made in the form of a negotiable
instrument thereafter dishonored upon presentment, However, Landlord may reject
any payment for all purposes as of the date of receipt or actual collection by
mailing to Tenant within 21 days after such receipt or collection a check equal
to the amount sent by Tenant.




K.

Repairs and Alterations. To make repairs or alterations to
the Project and in doing so transport any required material through the
Premises, to close entrances, doors, corridors, elevators and other facilities
in the Project, to open any ceiling in the Premises, or to temporarily suspend
services or use of common areas in the Building. Landlord may perform any such
repairs or alterations during ordinary business hours, except that Tenant may
require any Work in the Premises to be done after business hours if Tenant pays
Landlord for overtime and any other expenses incurred. Landlord may do or permit
any work on any nearby building, land, street, alley or way,




. L. Landlord's Agents. If Tenant is in default under this
Lease, possession of Tenant's funds or negotiation of Tenant's negotiable
instrument by any of Landlord's agents shall not waive any breach by Tenant or
any remedies of Landlord under this Lease.




M.

Building Services. To install, use and maintain through the
Premises, pipes, conduits, wires and ducts serving the Building, provided that
such installation, use and maintenance does not unreasonably interfere with
Tenant's use of the Premises.




N.

Other
Actions. To take any other action which Landlord deems reasonable in
connection with the operation, maintenance or preservation of the Building.




12.
TENANT'S DEFAULT.




Any
of the following shall constitute a default by Tenant:




A.

Rent
Default. Tenant fails to pay any Rent when due;




B.

Assignment/Sublease
or Hazardous Substances Default. Tenant defaults in its obligations under.
Section 17 Assignment and Sublease or Section 28 Hazardous Substances;




C. Other Performance Default. Tenant fails to perform any
other obligation to Landlord under this Lease, and, in the case of only the
first two (2) such failures during the Term of this Lease, this failure
continues for ten (10) days after written notice from Landlord, except that if
Tenant begins to cure its failure within the ten (10) day period but cannot
reasonably complete its cure within such period, then, so long as Tenant
continues to diligently attempt to cure its failure, the ten (10) day period
shall be extended to sixty (60) days, or such lesser period as is reasonably
necessary to complete the cure;




D.

Credit
Default. One of the following credit defaults occurs:




(1)

Tenant commences any proceeding under any law relating to
bankruptcy, insolvency, reorganization or relief of debts, or seeks appointment
of a receiver, trustee, custodian or other similar official for the Tenant or
for any substantial part of its property, or any such proceeding is commenced
against Tenant and either remains undismissed for a period of thirty  days
or results in the entry of an order for relief against Tenant which is not fully
stayed within seven days after entry;




(2)

Tenant becomes insolvent or bankrupt, does not generally pay its
debts as they become due, or admits in writing its inability to pay its debts,
or makes a general assignment for the benefit of creditors;




(3)

Any
third party obtains a levy or attachment under process of law against Tenant's
leasehold interest.




E.

Vacation
or Abandonment Default. Tenant vacates or abandons the Premises. 13.
LANDLORD REMEDIES.




A.

Termination of Lease or Possession. If Tenant default,
Landlord may elect by notice to Tenant either to terminate this Lease or to
terminate Tenant's possession of the Premises without terminating this Lease. In
either case, Tenant shall immediately vacate the Premises and deliver possession
to Landlord, and Landlord may repossess the Premises and may, at Tenant's sole
cost, remove any of Tenant's signs and any of its other property, without
relinquishing its right to receive Rent or any other right against Tenant.




B.

Lease Termination Damages. If Landlord terminates the Lease,
Tenant shall pay to Landlord all Rent due on or before the date of termination,
plus Landlord's reasonable estimate of the aggregate Rent that would have been
payable from the date of termination through the Termination Date, reduced by
the rental value of the Premises calculated as of the date of termination for
the same period, taking into account anticipated vacancy prior to reletting,
relating expenses and market concessions, both discounted to present value at
the rate of five percent (5%) per annum. If Landlord shall relet any part of the
Premises for any part of such period before such present value amount shall have
been paid by Tenant or finally determined by

a court, then the amount of Rent payable pursuant to such
reletting (taking into account vacancy prior to reletting and reletting expenses
or concessions) shall be deemed to be the reasonable rental value for that
portion of the Premises relet during the period of the reletting.




C.

Possession Termination Damages,. If Landlord
terminates Tenant's right to possession without terminating the Lease and
Landlord takes possession of the Premises itself, Landlord may relet any part of
the Premises for such Rent, for such time, and upon such terms as Landlord in
its sole discretion shall determine, without any' obligation to do so prior to
renting other vacant areas in the Building. Any proceeds from reletting the
Premises shall first be applied to the. expenses of reletting,
including redecoration, repair, alteration, advertising, brokerage, legal, and
other reasonably necessary expenses. If the reletting proceeds after payment of
expenses are insufficient to pay the full amount of Rent under this Lease,
Tenant shall pay such deficiency to Landlord monthly upon demand as it becomes
due. Any excess proceeds shall be retained by Landlord.




D.

Landlord's Remedies Cumulative, All of Landlord's remedies
under this Lease shall be in addition to all other remedies Landlord may have at
law or in equity. Waiver by Landlord of any breach of any obligation by Tenant
shall be effective only if it is in writing, and shall not be deemed a waiver of
any other breach, or any subsequent breach of the same obligation. Landlord's
acceptance of payment by Tenant shall not constitute a waiver of any breach by
Tenant, and if the acceptance occurs after Landlord's notice to Tenant, or
termination of the Lease or of Tenant's right to possession, the acceptance
shall not affect such notice or termination. Acceptance of payment by Landlord
after commencement of a legal proceeding or final judgment shall not affect such
proceeding or judgment. Landlord may advance such monies and take such other
actions for Tenant's account as reasonably may be required to cure or mitigate
any default by Tenant. Tenant shall immediately reimburse Landlord for any such
advance, and such sums shall bear interest at the default interest rate until
paid.




E.

WAIVER OF TRIAL BY JURY. EACH PARTY WAIVES TRIAL BY JURY IN
THE EVENT OF ANY LEGAL PROCEEDING BROUGHT BY THE OTHER IN CONNECTION WITH THIS
LEASE. EACH PARTY SHALL BRING ANY ACTION AGAINST THE OTHER IN CONNECTION WITH
THIS LEASE IN A :i{EDERAL OR STATE COURT LOCATED IN MARICOPA COUNTY, ARIZONA,
CONSENTS TO THE JURISDICTION OF SUCH COURTS, AND WAIVES ANY RIGHT TO HAVE ANY
PROCEEDING TRANSFERRED FROM SUCH COURTS ON THE GROUND OF IMPROPER VENUE OR.
INCONVENIENT FORUM.




F.

Litigation
Costs. The nondefaulting party shall pay the other party's reasonable
attorneys' fees and other costs in enforcing this Lease, whether or not suit is
filed.




14. SURRENDER. Upon termination of this Lease or Tenant's
right to possession, Tenant shall return the Premises to Landlord in good order
and condition, ordinary wear and casualty damage excepted. If Landlord requires
Tenant to remove any alterations, then Tenant shall remove the alterations in a
good and workmanlike manner and restore the Premises to its condition prior to
their installation.

15.

HOLDOVER. Tenant shall have no right to holdover possession
of the Premises after the expiration or termination of the Lease without
Landlord's prior written consent, which consent Landlord may withhold in its
sole and absolute discretion. If, however, Tenant retains possession of any part
of the Premises after the Term, Tenant shall become a tenant at sufferance for
the entire Premises upon all of the terms of this Lease as might be applicable
to such month­ to-month tenancy, except that Tenant shall pay all of Base
Rent and Operating Cost Share Rent at one hundred fifty percent (150%) the rate
in effect immediately prior to such holdover, computed on a monthly basis for
each full or partial month Tenant remains in possession. Tenant shall also pay
Landlord all of Landlord's direct and consequential damages resulting from
Tenant's holdover. No acceptance of Rent or other payments by Landlord under
these holdover provisions shall operate as a waiver of Landlord's right to
regain possession or any other of Landlord's remedies.




16.

SUBORDINATION TO GROUND LEASES AND MORTGAGES.

A.

Subordination. This Lease shall be subordinate to any
present or future ground lease or mortgage respecting the Project, and any
amendments to such ground lease or mortgage, at the election of the ground
lessor or mortgagee as the case may be, effected by notice to Tenant in the
manner provided in this Lease. The subordination shall be effective upon such
notice, but at the request of Landlord or ground lessor or mortgagee, Tenant
shall within ten (10) business days of the request, execute and deliver to the
requesting party any reasonable documents provided to evidence the
subordination. Any mortgagee has the right, at its option, to subordinate its
mortgage to the terms.of this Lease, without notice to, nor the consent of,
Tenant.

B.

Termination of Ground Lease or Foreclosure of Mortgage. If
any ground lease is terminated or mortgage foreclosed or deed in lieu of
foreclosure given and the ground lessor, mortgagee, or purchaser at a
foreclosure sale shall thereby become the owner of the Project, upon request of
such owner, Tenant shall attorn to such ground lessor or mortgagee or purchaser
without any deduction or setoff by Tenant, and this Lease shall continue in
effect as a direct lease between Tenant and such ground lessor, mortgagee or
purchaser. The ground lessor or mortgagee or purchaser shall be liable as
Landlord only during the time such ground lessor or mortgagee or purchaser is
the owner of the Project. At the request of Landlord, ground lessor or
mortgagee, Tenant shall execute and deliver within ten (10) business days of the
request any document furnished by the requesting party to evidence Tenant's
agreement to attorn,

C.

Security Deposit. Any ground lessor or mortgagee shall be
responsible for the return of any security deposit by Tenant only to the extent
the security deposit is received by such ground lessor or mortgagee.

D.

Notice and Right to Cure. The Project is subject to any
ground lease and mortgage identified with name and address of ground lessor or
mortgagee in Appendix D to this Lease (as the same may be amended from time to
time by written notice to Tenant). Tenant agrees to send by registered or
certified mail to any ground lessor or mortgagee identified either in such
Appendix or in any later notice from Landlord to Tenant a copy of any notice of
default sent by Tenant to Landlord. If Landlord fails to cure such default
within the required time period under this Lease, but ground lessor or mortgagee
begins to cure within ten (10) days after such period and proceeds diligently to
complete such cure, then ground lessor or mortgagee shall have such additional
time as is necessary, to complete such cure, including any time necessary to
obtain possession if possession is necessary to cure, and Tenant shall not begin
to enforce its remedies so long as the cure is being diligently pursued.




E. Definitions. As used in this Section 16, "mortgage"
shall include "deed of trust" and/or "trust deed" and "mortgagee"
shall include "beneficiary" and/or "trustee", "mortgagee"
shall include the mortgagee of any ground lessee, and "ground lessor",
"mortgagee", and "purchaser at a foreclosure sale" shall include, in each case,
all of its successors and assigns, however remote.




17. .ASSIGNMENT AND SUBLEASE.




A.

In General. Tenant shall not, without the prior consent of
Landlord in each case, (i) make or allow any assignment or transfer, by
operation of law or otherwise, of any part of Tenant's interest in this Lease,
(ii) grant or allow any lien or encumbrance, by operation of law or otherwise,
upon any part of Tenant's interest in this Lease, (iii) sublet any part of the
Premises, or (iv) permit anyone other than Tenant and its employees to occupy
any part of the Premises. Tenant shall remain primarily liable for all of its
obligations under this Lease, notwithstanding any assignment or transfer. No
consent granted by Landlord shall be deemed to be a consent to any subsequent
assignment or transfer, lien or encumbrance, sublease or occupancy. Tenant shall
pay all of Landlord's attorneys' fees and other expenses incurred in connection
with any consent requested by Tenant or in reviewing any proposed assignment or
subletting. Any assignment or transfer, grant of lien or encumbrance, or
sublease or occupancy without Landlord's prior written consent shall be void. If
Tenant shall assign this Lease or sublet the Premises in its entirety any rights
of Tenant to renew this Lease, extend the Term or to lease additional space in
the Project shall be extinguished thereby and will not be transferred to the
assignee or subtenant, all such rights being personal to the Tenant named
herein.




B.

Landlord's Consent. Landlord will not unreasonably withhold
its consent to any proposed assignment or subletting. It shall be reasonable for
Landlord to withhold its consent to any assignment or sublease if (i) Tenant is
in default under this Lease, (ii) the. proposed assignee or sublessee is a
tenant in the Project or an affiliate of such a tenant or a party that Landlord
has identified as a prospective tenant in the Project, (iii) the financial
responsibility, nature of business, and character of the proposed assignee or
subtenant are not all reasonably satisfactory to Landlord, (iv) in the
reasonable judgment of Landlord the purpose for which the assignee or subtenant
intends to use the Premises (or a portion thereof) is not in keeping with
Landlord's standards for the Building or are in violation of the terms of this
Lease or any other leases in the Project., (v) the proposed assignee
or subtenant is a government entity, or (vi) the proposed assignment is for less
than the entire Premises or for less than the remaining Term of the Lease (but
subleases for less than the entire Premises or for less than the remaining Term
are permitted). The foregoing shall not exclude any other reasonable basis for
Landlord to withhold its consent.




C.

Procedure.
Tenant shall notify Landlord of any proposed assignment or sublease at least
thirty (30) days prior to its proposed effective date. The notice shall include
the name

and address of the proposed assignee or subtenant, its corporate
affiliates in the case of a corporation and its partners in a case of a
partnership, an execution copy of the proposed assignment or sublease, and
sufficient information to permit Landlord to determine the financial
responsibility and character of the proposed assignee or subtenant. As a
condition to any effective assignment of this Lease, the assignee shall execute
and deliver in form satisfactory to Landlord at least fifteen (15) days prior to
the effective date of the assignment, an assumption of all of the obligations of
Tenant under this Lease. As a condition to any effective sublease, subtenant
shall execute and deliver in form satisfactory to Landlord at least fifteen (15)
days prior to the effective date of the sublease, an agreement to comply with
all of Tenant's obligations under this Lease, and at Landlord's option, an
agreement (except for the economic obligations which subtenant will undertake
directly to Tenant) to attorn to Landlord under the terms of the sublease in the
event this Lease terminates before the sublease expires.




D..

Intentionally Omitted.




E.

Excess Payments. If Tenant shall assign this Lease
or sublet any part of the Premises for consideration in excess of the pro-rata
portion of Rent applicable to the space subject to the assignment or sublet,
then Tenant shall pay to Landlord as Additional Rent 50% of any such excess
immediately upon receipt.




F.

Recapture. Landlord may, by giving written notice to Tenant
within thirty (30) days after receipt of Tenant's notice of assignment or
subletting, terminate this Lease with respect to the space described in Tenant's
notice, as of the effective date of the proposed assignment or sublease and all
obligations under this Lease as to such space shall expire except as to any
obligations that expressly survive any termination of this Lease.




18.

CONVEYANCE BY LANDLORD. If Landlord shall at any time
transfer its interest in the Project or this Lease, Landlord shall be released
of any obligations occurring after such transfer, except the obligation to
return to Tenant any security deposit not delivered to its transferee, and
Tenant shall look solely to Landlord's successors for performance of such
obligations. This Lease shall not be affected by any such transfer.




19.

ESTOPPEL CERTIFICATE. Each party shall, within ten (10)
days of receiving a request from the other party, execute, acknowledge in
recordable form, and deliver to the other party or its designee a certificate
stating, subject to a specific statement of any applicable exceptions, that the
Lease as amended to date is in full force and effect, that the Tenant is paying
Rent and other charges on a current basis, and that to the best of the knowledge
of the certifying party, the other party has committed no uncured defaults and
has no offsets or claims. The certifying party may also be required to state the
date of commencement of payment of Rent, the Commencement Date, the Termination
Date, the Base Rent and the current Operating Cost Share Rent estimate, the
status of any improvements required to be completed by Landlord, the amount of
any security deposit, and such other matters as may be reasonably requested.
Failure to deliver such statement within the time required shall be conclusive
evidence against the non-certifying party that this Lease, with any amendments
identified by the requesting party, is in full force and effect, that there are
no uncured defaults by the requesting party, that not more than one month's Rent
has been paid in advance, that the non-certifyingparty has not paid any security
deposit, and that the non-certifying party has no claims or offsets against the
requesting party.

20.

SECURITY DEPOSIT. Tenant shall deposit with Landlord on the
date of this Lease, security for the performance of all of its obligations in
the amount set forth on the Schedule. If Tenant defaults under this Lease,
Landlord may use any part of the Security Deposit to make any defaulted payment,
to pay for Landlord's cure of any defaulted obligation, or to compensate
Landlord for any loss or damage resulting from any default. To the extent any
portion of the deposit is used, Tenant shall within five (5) business days after
demand from Landlord restore the deposit to its full amount. Landlord may keep
the Security Deposit in its general funds and shall not be required to
pay interest to Tenant on the deposit amount. If Tenant-shall perform
all of its obligations under this Lease and return the Premises to Landlord at
the end of the Term, Landlord shall return all of the remaining Security Deposit
to Tenant within thirty (30) business days after the end of the Term. The
Security Deposit shall not serve as an advance payment of Rent or a measure of
Landlord's damages for any default under this Lease. If (Refer to page 1,
schedule 5)Landlord transfers its interest in the Project or s Lease, Land or
any transfer the

Security Deposit to its transferee. Upon such transfer, Landlord
shall have n further obligation to return the Security Deposit to Tenant, and
Tenant's right to the return of the Security. Deposit shall apply solely against
Landlord's transferee.




21.

 FORCE MAJEURE. Landlord shall not be in default under
this Lease to the extent Landlord is unable to perform any of its obligations on
account of any strike or labor problem, energy shortage, governmental preemption
or prescription, national emergency, or any other cause of any kind beyond the
reasonable control of Landlord ("Force Maeure").




22.

TENANT'S PERSONAL PROPERTY AND FIXTURES. In addition to any
statutory lien, Tenant hereby grants to Landlord a lien against and a security
interest in all of Tenant's personal property and fixtures now or hereafter
located within the Premises as security for performance of all of Tenant's
obligations under this Lease. Tenant may replace such personal property and
fixtures with items of equal or better quality, but shall not otherwise remove
them from the Premises without the consent of Landlord until all of the
obligations of Tenant under this Lease have been performed. This Lease
constitutes a security agreement creating a security interest in such property
in favor of Landlord, subject only to the liens of existing creditors, and
Landlord may at any time file this Lease as a financing statement under the
Uniform Commercial Code of the state in which the Project is located.
Alternatively, if requested to do so by Landlord, Tenant shall execute and
deliver within ten (10) days of such request a Form UCC-l. Financing Statement
wherein Landlord is the Secured Party and Tenant is the Debtor. Landlord agrees
to reasonably subordinate its lien to bona fide lenders providing funds to
Tenant. Notwithstanding the foregoing, Landlord shall have no lien hereunder or
under any applicable statute on the proprietary information of third parties
within Tenant's possession, including Tenant's computers




23.

 NOTICES. All notices, consents, approvals and similar
communications to be given by one party to the other under this Lease, shall be
given in writing, mailed or personally delivered as follows:

A.

Landlord.
To Landlord as follows:




Papago
Spectrum, L.L.C.

c/o
Chamberlain Family Trust 505 South Madison

Tempe,
Arizona 85281




or
to such other person at such other address as Landlord may designate by notice
to TenantB B.  Tenant.. To Tenant as follows:







or
to such other person at such other address as Tenant may designate by notice to
Landlord.




Mailed notices shall be sent by United States certified or
registered mail, or by a reputable national overnight courier service, postage
prepaid. Mailed notices shall be deemed to have been given on the earlier of
actual delivery or three (3) business days after posting in the United States
mail in the can of registered or certified mail, and one business day in the
case of overnight courier.




24.

QUIET POSSESSION. So long as Tenant shall perform all of
its obligations under this Lease, Tenant shall enjoy peaceful and quiet
possession of the Premises against any party claiming through the.
Landlord.




25.

REAL ESTATE BROKER. Tenant represents to Landlord that
Tenant has not dealt with any real estate broker with respect to this Lease
except for any broker(s) listed in the Schedule, and no other broker is in any
way entitled to any broker's fee or other payment in connection with this Lease,
Tenant shall indemnify and defend Landlord against any claims by any other
broker or third party for any payment of any kind in connection with this
Lease.




26.

MISCELLANEOUS.




A.

Successors and Assigns. Subject to the limits on
Tenant's assignment contained in Section 17, the provisions of this
Lease shall be binding upon and inure to the benefit of all successors and
assigns of Landlord and Tenant.




B.

Date Payments Are Due. Except for payments to be made by
Tenant under this Lease which are due upon demand or are due in advance (such as
Base Rent, Operating Cost Share Rent and Parking Charges), Tenant shall pay to
Landlord any amount for which Landlord renders a statement of account within ten
(10) business days of Tenant's receipt of Landlord's statement.

C. Meaning of "Landlord'', "Re-Entry", "including" and
"Affiliate". The term "Landlord" means only the owner of the Project and the
lessor's interest in this Lease from time to time. The words "re-entry" and
"re-enter" are not restricted to their technical legal meaning. The
words "including" and similar words shall mean "without li:mitationi". The word
"affiliate" shall mean a person or entity controlling, controlled by
or under common control with the applicable entity, "Control" shall mean the
power directly or indirectly, by contract or otherwise, to direct the management
and policies of the applicable entity.




Time
of the Essence. Time is of the essence of each provision of this Lease.




E.

No Option. This document shall, not be effective for any
purpose until it has been. executed and delivered by both parties; execution and
delivery by one party shall not create any option or other right in the other
party.




F.

Severability.
The unenforceability of any provision of this Lease shall not affect any other
provision.




G.

Governing
Law. This Lease shall be governed in all respects by the laws of the state
in which the Project is located, without regard to the principles of conflicts
of laws.




H.

Lease Modification. Tenant agrees to modify this Lease in
any way requested by a mortgagee which does not cause increased expense to
Tenant or otherwise materially adversely affect Tenant's interests under this
Lease.




L

No
Oral Modification. No modification of this Lease shall be effective unless
it is a written modification signed by both parties.




J.

Landlord's Right to Cure. If Landlord breaches any of its
obligations under this Lease, Tenant shall notify Landlord in writing and shall
take no action respecting such breach so long as Landlord promptly begins to
cure the breach and diligently pursues such cure to its completion. Landlord may
cure any default by Tenant; any expenses incurred shall become Additional Rent
due from Tenant on demand by Landlord.




K.

Captions.
The captions used in this Lease shall have no effect on the construction. of
this Lease.




L.

Authority.
Landlord and Tenant each represents to the other that it has full power and
authority to execute and perform this Lease.




M.

Landlord's
Enforcement of Remedies. Landlord may enforce any of its remedies under this
Lease either in its own name or through an agent.




N.

Entire Agreement. This Lease, together with all Appendices,
constitutes the entire agreement between the parties. No representations or
agreements of any kind have been made by either party which are not contained in
this Lease:

O.

Landlord's Title. Landlord's title shall always be
paramount to the interest of the Tenant, and nothing in this Lease shall empower
Tenant to do anything which might in any way impair Landlord's title.

P.

Light and Air Rights. Landlord does not grant in this Lease
any rights to light and air in connection with Project. Landlord reserves to
itself, the Land, the Building below the improved floor of each floor of the
Premises, the Building above the ceiling of each floor of the Premises, the
exterior of the Premises and the areas on the same floor outside the Premises,
along with the areas within the Premises required for the installation and
repair of utility lines and other items required to serve other tenants of the
Building.

Q.

Singular and Plural. Wherever appropriate in this Lease, a
singular terra shall be construed to mean the plural where necessary, and a
plural term the singular. For example, if at any time two parties shall
constitute Landlord or Tenant, then the relevant term shall refer to both
parties together.

R.

No
Recording by Tenant. Tenant shall not record in any public records any
memorandum or any portion of this Lease.

8.

Exclusivity.
Landlord does not grant to Tenant in this Lease any exclusive right except the
right to occupy its Premises.

T.

No
Construction Against Drafting Party. The
rule of construction that ambiguities are resolved against the drafting party
shall not apply to this Lease.

U.

Survival.
All :obligations of Landlord and Tenant under this Lease shall survive the
termination of this Lease.

V.

Rent Not Based on Income. No rent or other payment in
respect of the Premises shall be based in any way upon net income or profits
from the Premises. Tenant may not enter into or permit any sublease or license
or other agreement in connection with the Premises which provides for a rental
or other payment based on net income or profit.

W.

Building
Manager and Service Providers. Landlord may perform any of its obligations
under this Lease through its employees or third parties hired by the
Landlord.

X.

Late Charge and Interest on Late Payments. Without limiting
the provisions of Section 12A, if Tenant fails to pay any installment of Rent or
other charge to be paid by Tenant pursuant to this Lease within five (5)
business days after the same becomes due and payable, then Tenant shall pay a
late charge equal to the greater of five percent (5%) of the amount of such
payment or $250, but this late fee will not apply to the first two late payments
in any year of the. Lease Term. In addition, interest shall be paid by Tenant to
Landlord on any late payments of Rent from the date due until paid at the rate
provided in Section 2D(2). Such late charge and interest shall constitute
Additional Rent due and payable by Tenant to Landlord upon the date of payment
of the delinquent payment referenced above.

Y. Tenant's Financial Statements. Within ten (10) days
after Landlord's written request therefor, Tenant shall deliver to Landlord the
current audited annual financial statements of Tenant, and annual audited
financial statements of the two (2) years prior to the current year's financial
statements, each with an opinion of a certified public accountant and including
a balance sheet and profit and loss statement, all prepared in accordance with
generally accepted accounting principles consistently applied.




27.

UNRELATED BUSINESS INCOME. If Landlord is advised by its
counsel at any time that any part of the payments by Tenant to Landlord under
this .Lease. may be characterized as unrelated business income under
the United States Internal Revenue Code and its regulations, then Tenant shall
enter into any amendment proposed by Landlord to avoid such income, so long as
the amendment does not require Tenant to make more payments 'or accept fewer
services from Landlord, than this Lease provides.




28.

HAZARDOUS SUBSTANCES. Tenant shall not cause or permit any
Hazardous Substances to be brought upon, produced, stored, used, discharged or
disposed of in or near the Project unless Landlord has consented to
such storage or use in its sole discretion. "Hazardous Substances" include those
hazardous substances described in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et
seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section
6901 et seq., any other applicable federal, state or local law, and the
regulations adopted under these laws. If any lender or governmental agency shall
require testing for Hazardous Substances in the Premises, Tenant shall pay for
such testing.




29.

EXCULPATION. Landlord shall have no personal liability
under this Lease; its liability shall be limited to its interest in the Project,
and shall not extend to any other property or assets of the Landlord. In no
event shall any officer, director, employee, agent, shareholder, partner, member
or beneficiary of Landlord be personally liable for any of Landlord's
obligations hereunder




30.

RENEWAL OPTION. Subject to the expansion rights of Arthur
Andersen LLP and/or its successor in interest under a Lease for a major portion
of the Building ("Other Tenant") to expand into the Premises after
expiration of the original Tenn, Tenant shall have the option to renew the Term
of the Lease for two additional five (5) year period in accordance with the
following provisions. Not later than nine (9) months prior to the expiration of
the original Term, Landlord will notify Tenant whether Other Tenant has elected
to exercise its option to expand into the Premises. If Other Tenant exercises
such Option, this Paragraph 30 will terminate and be of no further force or
effect.




If Landlord notifies Tenant that Other Tenant did not exercise its
option to expand into the Premises, such notice shall include Landlord's
determination of then Prevailing Market Rental (as defined below) for the
Premises for a five (5) year renewal term, but in no event will that be less
than the rental for the original Lease Term. In such event, within thirty (30)
days after receipt of Landlord's notice, Tenant may give notice of its election
to renew the Term of the Lease and whether it accepts Landlord's determination
of Prevailing Market Rental. If Tenant

does not timely give such notice, Tenant's current option to renew
(and the second option, if applicable) shall terminate. If the parties agree on
Prevailing Market Rental for the extended term, they shall immediately execute
an amendment to the Lease stating the Prevailing Market Rental and the amount of
the fixed rent for such renewal term in question.




If the parties are unable to agree on the Prevailing Market Rental
for the renewal term within the thirty (30) day period, the Prevailing Market
Rental shall be determined pursuant to arbitration as follows. In such event,
within ten (10) days thereafter, each party shall select as its arbitrator a
qualified commercial real estate broker with at least ten (10) years experience
in appraising property and buildings in the city or submarket in which the
Premises are located. The two (2) arbitrators shall give their opinion of
prevailing rental rates within twenty (20) days after their retention. In the
event the opinions of the two (2) arbitrators differ and, after good faith
efforts over the succeeding 20-day period, they cannot mutually agree, the
arbitrators shall immediately and jointly appoint a third arbitrator with the
qualifications specified above. This third arbitrator shall immediately (within
five (5) days) choose either the determination of Landlord's.
arbitrator or Tenant's arbitrator and such choice of this third arbitrator shall
be final and binding on Landlord and Tenant. If either party fails to timely
appoint its arbitrator, the opinion of prevailing rental rates of the arbitrator
for the other party shall be utilized. Each party shall pay its own costs for
its arbitrator. Following the determination of the Prevailing Market Rental by
the arbitrators, the parties shall equally share the costs of any third
arbitrator. Upon determination of the Prevailing Market Rental, the parties
shall immediately execute an amendment as set forth above.




The "Prevailing Market Rental" shall be the prevailing annual
rental rate per rentable square foot for the Premises then being charged to new
tenants in the Building and comparable buildings for improved space comparable
to the Premises (or adjusting the rental rate as appropriate for differences
therein), which is agreed by Landlord and Tenant or determined by arbitration in
accordance with the provisions of the balance of this paragraph, taking into
consideration use, location and floor level within the applicable building, the
location, quality, age and reputation of the building, the definition of
rentable area or net rentable area, as the case may be, with respect to which
such rental rates are computed, rent concessions or other allowances,
abatements, lease assumptions or take-overs, differences in terms and provisions
of the applicable leases such as passthroughs of operating expenses and taxes,
moving expenses, tenant improvements, parking rights, the term of the lease (or
renewal) under consideration, and the extent of services provided thereunder,
applicable distinctions between "gross" leases and "net" leases, base year or
expense stop figures for escalation purposes, other tenant concessions and
benefits such as new carpeting, paint and wall coverings for the Premises, and
any other relevant term or condition in making such evaluation.




31. RIGHT OF FIRST OFFER. Subject to the priority rights of
the Other Tenant, Tenant shall have the first right to offer to lease
approximately 10,000 square feet of rentable space adjacent to the Premises on
the second floor of the Building shown as the "Expansion Area" on
Appendix• A-1, as follows. Tenant shall have this right during the initial lease
up of the space but no notices from Landlord are required and Tenant's rights
shall not apply to the extent Landlord has then already leased such space or is
in actual lease negotiations with an identified tenant, at the time Tenant sends
a Letter of Interest as to Landlord for all or any part of such

space. If Tenant does send a Letter of Interest and the space is
available as provided in the preceding sentence, and provided Tenant executes an
Amendment to this Lease adding such space to this Lease within ten (10) business
days thereafter, Landlord shall not lease such space to any third party but if
this requirement is not met, Landlord shall be free to lease such space to any
third party.




After the initial lease up of any portion of the Expansion Area,
and excluding renewals by the original tenant(s), prior to leasing such space in
the future, Landlord shall first offer such space to Tenant. If Tenant delivers
a Letter of Interest within five (5) days and executes an Amendment to this
Lease adding such space to this Lease within fifteen (15) business days after
Tenant receives Landlord's notice, then Landlord shall not lease such space to
any third party, but if either of these requirements is not met, Landlord shall
be free to lease such space to any third party.




The Base Rent would be (a) at the rate specified herein, if the
election occurs within. six (6) months after Lease execution, or (b) the
Prevailing Market Rent fixed under Section 30, if the election occurs
thereafter. The security deposit would be proportionately increased Landlord
would provide a prorated Landlord's Contribution based upon the remaining Term
after completion of the Initial Improvements for the expansion space; the Term
for the expansion space would be coterminous with the Term for original
Premises; and all other terms and provision of this Lease would apply thereto as
set forth herein.




This Section 31 shall not be applicable if there is less than
twelve (12) months years remaining in the Lease Term.

[REMAINDER. OF PAGE INTENTIONALLY LEFT BLANK]

IN
WITNESS WHEREOF, the parties hereto have executed this Lease. 

LANDLORD:

James
J. Chamberlain

Trustee

 

 

PAPAGO
SPECTRUM, L.L.C., an Arizona limited liability company




By:
CHAMBERLAIN FAMILY TRUST UNDER TRUST AGREEMENTNT  DATED SEPTE MER 21, 1979
Its Managing Member

By:
 /s/ James M. Chamberlain

Name:
   James M. Cjamberlain

Title:
 Trustee

TENANT:




CALIBRUS,
INC., a Nevada corporation




By.
/s/ James W. Holmes

Print
    James W. Holmes

Title
     President and CEO

 

 

APPENDIX B
RULES AND REGULATIONS

1.

Tenant shall not place anything, or allow anything to be placed
near the glass of any window, door, partition or wall which may, in Landlord's
judgment, appear unsightly from outside of the Project.

2.

The
Project directory shall be available to Tenant solely to display names and their
location in. the Project, which display shall be as directed by Landlord.

3.

The sidewalks, halls, passages, exits, entrances, elevators and
stairways shall not be obstructed by Tenant or used by Tenant for any purposes
other than for ingress to and egress from the Premises. Tenant shall lend its
full . cooperation to keep such areas free from all obstruction and in a clean
and sightly condition and shall move all supplies, furniture and equipment as
soon as received directly to the Premises and move all such items and waste
being taken from the Premises (other than waste customarily removed by employees
of the Building) directly to the shipping platform at or about the time arranged
for removal therefrom. The: halls, passages, exits, entrances, elevators,
stairways, balconies and roof 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 judgment of Landlord, reasonably
exercised, shall be prejudicial to the safety, character, reputation and
interests of the Project. Neither Tenant nor any employee or invitee of Tenant
shall go upon the roof of the Project.

4..

The toilet rooms, urinals, wash bowls and other apparatuses shall
not be used for any purposes other than that for which they were constructed,
and no foreign substance of any kind whatsoever shall be thrown therein, and to
the extent caused by Tenant or its employees or invitees, the expense of any
breakage, stoppage or damage resulting from the violation of this rule shall be
borne by Tenant.

5..

Tenant
shall not ;cause any unnecessary janitorial labor or services by reason of
Tenant's carelessness or indifference in the preservation of good order and
cleanliness.

6.

Tenant shall not install or operate. any refrigerating, heating or
air conditioning apparatus, or vending machines, or carry on any mechanical
business without the prior written consent of Landlord; use the Premises for
housing, lodging or sleeping purposes; or permit preparation or
warming of food in the Premises (warming of coffee and individual meals with
employees and guests excepted). Tenant shall not occupy or use the Premises or
permit the Premises to be occupied or used for any purpose, act or thing which
is in violation of any Governmental Requirement or which may be dangerous to
persons or property.

7.

Tenant shall not bring upon, use or keep in the Premises or the
Project any kerosene, gasoline or inflammable or combustible fluid or material,
or any other articles deemed hazardous to persons or property, or use any method
of heating or air conditioning other than that supplied by Landlord.

8.

Landlord shall have sole power to direct electricians as to where
and how telephone and other wires are to be introduced. No boring or cutting for
wires is to be allowed without the consent of Landlord. The location of
telephones, call boxes and other office equipment affixed to the Premises shall
be subject to the approval of Landlord.




9.

No additional locks shall be placed upon any doors, windows or
transoms in or to the Premises. Tenant shall not change existing locks or the
mechanism thereof. Upon termination of' the lease, Tenant shall deliver to
Landlord all keys and passes for offices, rooms, parking lot and toilet rooms
which shall have been furnished Tenant.




In the event of the loss of keys so furnished, Tenant shall pay
Landlord therefor. Tenant shall not make, or cause to be made, any such keys and
shall order all such keys solely from Landlord and shall pay Landlord for any
keys in addition to the two sets of keys originally furnished by Landlord for
each lock.




10.

Tenant
shall not install linoleum, tile, carpet or other floor covering so that the
same shall be affixed to the floor of the Premises in any manner except as
approved by Landlord.




l 1. No furniture, packages, supplies,, equipment or merchandise
will be received in the Project or carried up or down in the freight elevator,
except between such hours and in such freight elevator as shall be designated by
Landlord. Tenant shall not take or permit to be taken in or out of other
entrances of the Building, or take or permit on other elevators, any item
normally taken in or out through the trucking concourse or service doors or in
or on freight elevators.




12.

Tenant
shall cause all doors to the Premises to be closed and securely locked and shall
turn off all utilities, lights and machines before leaving the Project at the
end of the day.




13.

Without the prior written consent of Landlord, Tenant shall not
use the name of the Project or any picture of the Project in connection with, or
in promoting or advertising the business of, Tenant, except Tenant. may use the
address of the Project as the address of its business.




14.

Tenant shall cooperate fully with Landlord to assure the most
effective operation of the Premises' or the Project's heating and air
conditioning, and shall refrain from attempting to adjust any controls, other
than room thermostats installed for Tenant's use. Tenant shall keep corridor
doors closed and window coverings and/or blinds in their down position.




15.

Tenant assumes full responsibility for protecting the Premises
from theft, robbery and pilferage, which may arise from a cause other than
Landlord's negligence, which includes keeping doors locked and other means of
entry to the Premises closed and secured.




1
6.

Peddlers,
solicitors and beggars shall be reported to the office of the Project or
as
Landlord otherwise requests.




17.

Tenant
shall not advertise the business, profession or activities of
Tenant
conducted in the Project in any manner which violates the letter or
spirit of any code of ethics

adopted
by any recognized association or organization pertaining to such business,
profession or activities.




 18. No bicycle or other vehicle and no animals or pets shall
be allowed in the Premises, halls, freight docks, or any other parts of the
Building except that blind persons may be accompanied by "seeing eye" dogs.
Tenant shall not make or permit any noise, vibration or odor to emanate from the
Premises, or do anything therein tending to create, or maintain, a nuisance, or
do any act tending to injure the reputation of the Building.




19.

Tenant
acknowledges that Building security problems may occur which may require the
employment of extreme security measures in the day-to-day operation of the
Project.




.Accordingly:




(a)

Landlord may, at any time, or from time to time, or for regularly
scheduled time periods, as deemed advisable by Landlord and/or its agents, in
their sole discretion, require that persons entering or leaving the Project or
the Property identify themselves to watchmen or other employees designated by
Landlord, by registration, identification or otherwise.




(b)

Tenant
agrees that it and its employees will cooperate hilly with Project employees in
the implementation of any and all security procedures.




(c)

Such security measures shall be the sole responsibility of
Landlord, and Tenant shall have no liability for any action taken by Landlord in
connection therewith, it being understood that Landlord is not required to
provide any security procedures and shall have no liability for such security
procedures or the lack thereof




20.

Tenant
shall not do or permit the manufacture, sale, purchase, use or gift of any
fermented, intoxicating or alcoholic beverages without obtaining written consent
of Landlord.




21.

Tenant
shall not disturb the quiet enjoyment of any other tenant.




 22. Tenant shall not provide any janitorial services or
cleaning without Landlord's written consent and then only subject to supervision
of Landlord and at Tenant's sole responsibility and by janitor or cleaning
contractor or employees at all times satisfactory to Landlord.




 23. Landlord may retain a pass key to the Premises and be
allowed admittance thereto at all times to enable its representatives to examine
the Premises from time to time and to exhibit the same and Landlord may place
and keep on the windows and doors of the Premises at any time signs advertising
the Premises for Rent.




 24. No equipment, mechanical ventilators, awnings, special
shades or other forms of window covering shall be permitted either inside or
outside the windows of the Premises without the prior written consent of
Landlord, and then only at the expense and risk of Tenant, and they

APPENDIX
B

shall
be of such shape, color, material, quality, design and make as may be approved
by Landlord.

25.

Tenant
shall not during the term of this Lease canvas or solicit other tenants of the
Building for any purpose.

26.

 Tenant shall not install or operate any phonograph, musical
or sound producing instrument or device, radio receiver or transmitter, TV
receiver or transmitter, or similar device in the Building, nor install or
operate any antenna, aerial, wires or other equipment inside or outside the
Building, nor operate any electrical device from which may emanate electrical
waves which may interfere with or impair radio or television broadcasting or
reception from or in the Building or elsewhere, without in each instance the
prior written approval of Landlord. The use thereof, if permitted, shall be
subject to control by Landlord to the end that others shall not be
disturbed.

27.

Tenant
shall promptly remove all rubbish and waste from the Premises. Tenant shall
break large boxes down to a "flat" condition prior to placement in the
trash.

28.

 Tenant shall not exhibit, sell or offer for sale, Rent or
exchange in the Premises or at the Project any article, thing or service, except
those ordinarily embraced within the use of the Premises specified in Section 6
of this Lease, without the prior written consent of Landlord.

29.

Intentionally Omitted.

30.

Tenant
shall not overload any floors in the Premises or any public corridors or
elevators in the Building.

31.

 Tenant shall not do any painting in the Premises, or mark,
paint, cut or drill into, drive nails or screws into, or in any way deface any
part of the Premises or the Building, outside or inside, without the prior
written consent of Landlord.

32.

 Whenever Landlord's consent, approval or
satisfaction is required under these Rules, then unless otherwise stated, any
such consent, approval or satisfaction must be obtained in advance, such consent
or approval may be granted or withheld in Landlord's sole discretion, and
Landlord's satisfaction shall be determined in its sole judgment.

33..

'Tenant and. its employees shall cooperate in all fire drills
conducted by.Landlord in the Building.

[THE REMAINDER OF THIS .PAGE HAS BEEN INTENTIONALLY LEFT BLANK]




APPENDIX C
TENANT IMPROVEMENT AGREEMENT




1.

INITIAL IMPROVEMENTS. The Premises will include those items shown
or described on the attached Appendix C-1 ("Shell Improvements") which
Landlord will provide at its cost. The Shell Improvements are the only
improvement obligations of Landlord within or relating to the Premises. Landlord
shall cause to be performed the other improvements (the "Initial
Improvements") in the Premises in accordance with plans and specifications
approved by Tenant and Landlord (the "Plans"), which approvals shall not
be unreasonably withheld. The Initial Improvements shall be performed at the
Tenant's cost, subject to the Landlord's Contribution (hereinafter defined).




Tenant shall cause the Plans to be prepared, at Tenant's cost,
subject to the Landlord's Contribution, by DMJM, consistent with the space plan
dated March 14, 2000. Prior to close=of­business on June 1, 2000, Tenant
shall furnish the initial draft of the Plans to Landlord for Landlord's review
and approval. Landlord shall within two (2) weeks after receipt either provide
comments to such Plans or approve the same. Landlord shall be deemed to have
approved such Plans if it does not timely provide comments on such Plans. If
Landlord provides Tenant with comments to the initial draft of the Plans, Tenant
shall provide revised Plans to Landlord incorporating Landlord's comments within
one week after receipt of Landlord's comments. Landlord shall within one week
after receipt then either provide comments to such revised Plans or approve such
Plans. Landlord shall be deemed to have approved such revised Plans if Landlord
does not timely provide comments on such Plans. The process described above
shall be repeated, if necessary, until the Plans have been finally approved by
Landlord. Tenant hereby agrees that the Plans for the Initial Improvements shall
comply with all applicable Governmental Requirements. Landlord's approval of any
of the Plans (or any modifications or changes thereto) shall not impose upon
Landlord or its agents or representatives any obligation with respect to the
design of the Initial Improvements or the compliance of such Initial
Improvements or the Plans with applicable Governmental Requirements.




Sun State Builders will perform the construction of the Initial
Improvements, on a cost plus ten per cent (10%) basis. Landlord shall use
commercially reasonable efforts to cause the Initial Improvements to be
substantially completed, except for minor "Punch List" items, on or before the
Commencement Date specified in the Schedule to the Lease, subject to Tenant
Delay (as defined in Section 4 hereof) and Force Majeure.




2.

CHANGE ORDERS. If, prior to the Commencement Date, Tenant shall
require improvements or changes (individually or collectively,
"Change Orders") to the Premises in addition to, revision of
or substitution for the Initial Improvements, Tenant shall deliver to Landlord
for its approval plans and specifications for such Change Orders. If Landlord
does not approve of the plans for Change Orders; Landlord shall advise Tenant of
the revisions required. Tenant shall revise and redeliver the plans and
specifications to Landlord within five (5) business days of Landlord's advice or
Tenant shall be deemed to have abandoned its request for such Change Orders.
Tenant shall pay for all preparations and revisions of plans and specifications,
and the construction of all Change Orders, subject to Landlord's
Contribution.

3. LANDLORD'S CONTRIBUTION. Landlord shall contribute an amount up
to $345,670 (subject to adjustment to be $26.00 per square foot of Useable Area,
as provided in Section 3 of the Schedule) ("Landlord's Contribution")
toward the costs incurred for the Initial Improvements and Change Orders.
Landlord has no obligation to pay for costs of the Initial Improvements Or
Change Orders in excess of Landlord's Contribution. If the cost of the Initial
Improvements and/or Change Orders exceeds the Landlord's Contribution, Tenant
shall pay such overage to Landlord prior to commencement of construction of the
Initial Improvements and/or Change Orders.




4, COMMENCEMENT DATE DELAY. The Commencement Date shall be delayed
until the Initial Improvements have been substantially completed (the
"Completion Date"), except to the extent that the delay shall be caused
by any one or more of the following (e "Tenant Dela"):




(a)

Tenant's
request for Change Orders whether or not any such Change Orders are actually
performed; or




(b)

Contractor's
performance of any Change Orders; .or




(c)

Tenant's
request for materials, finishes or installations requiring unusually long lead
times; or




(d)

Tenant's
delay in preparing, reviewing, revising or approving plans and specifications
beyond the periods set forth herein; or




(e)

Tenant's delay in providing information critical to the normal
progression of the project. Tenant shall provide such information as soon as
reasonably possible, but in no event longer than one week after receipt of such
request for information from the Landlord; or




(f)

Tenant's
delay in making payments to Landlord for costs of the Initial Improvements
and/or Change Orders in excess of the Landlord's Contribution.; or




(g)

Any
other act or omission by Tenant, its agents, contractors or persons employed by
any of such persons.




If the Commencement Date is delayed for any reason, then Landlord
shall cause Landlord's Architect to certify the date on which the Initial
Improvements would have been completed but for such Tenant Delay, or were in
fact completed without any Tenant Delay.




5, ACCESS BY TENANT PRIOR TO COMMENCEMENT OF TERM. Landlord at its
discretion may permit Tenant and its agents to enter the Premises prior to the
Commencement Date to prepare the Premises for Tenant's use and occupancy. Any
such permission shall constitute a license only, conditioned upon Tenant's:

(a)

working
in harmony with Landlord and Landlord's agents, contractors, workmen, mechanics
and suppliers and with other tenants and occupants of the Building;




(b)

obtaining in advance Landlord's approval of the contractors
proposed to. be used by Tenant and depositing with Landlord in advance of any
work (i) security satisfactory to Landlord for the completion thereof, and (ii)
the contractor's affidavit for the proposed work and the waivers of lien from
the contractor and all subcontractors and suppliers of material; and




(c)

furnishing
Landlord with such insurance as Landlord may require against liabilities which
may arise out of such entry,




Landlord shall have the right to withdraw such license for any
reason upon twenty-four (24) hours' written notice to Tenant. Landlord shall not
be liable in any way for any injury, loss or damage which may occur to any of
Tenant's property or installations in the Premises prior to the Commencement
Date. Tenant shall protect, defend, indemnify and save harmless Landlord from
all. liabilities, costs, damages, fees and expenses arising out of the
activities of Tenant or its agents, contractors, suppliers or workmen in. the
Premises or the Building. Any entry and occupation permitted under this Section
shall be governed by Section 5 and all other terms of the: Lease.




6.
MISCELLANEOUS.




Terms
used in this Appendix C shall have the meanings assigned to them in the Lease.
The terms of this Appendix C are subject to the terms of the Lease.







[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

APPENDIX
F

				
	
PAPAW
SPECTRUM

OPERAMG
BUDGET

Cleaning
	
/SF

$

1.00
	
.Annual

$

157,252,00
	
Monthly.-

13,1
04.33

	
Insurance
	
$

0.15
	
$

23,587.80
	
$1,965.65

	
Landscape
Maintenance
	
$

0.12
	
$    
18,870.24
	
$

1,572,52

	
General
Maintenance
	
$

0.20
	
$

31,450..40.
	
$

2,620.87

	
Roof
Maintenance
	
$

0.05
	
$

1,965.65
	
$

163.80

	
Electric
	
$

2.00
	
$   314,504.00
	
$
   26,208.67

	
Water/Sewer
	
$

0.35
	
$

55,03:8.20
	
$

 4,586.52

	
Property
Tax
	
$

0.50
	
$

78,626.00
	
$      6,552,17

	
Management
	
$

0.60
	
$

94,351.20
	
$    
7,862.60

	
Total
	
$

4.97
	
$   
775,645.49
	
$   64,637.12

	
Square
Footage
	
1.57,252
	
 
	
 









COMMENCEMENT DATE CONFIRMATION




Landlord:

PAPAGO
SPECTRUIVI, L.L.C., an Arizona limited liability company

Tenant:

CALIBRUS,
INC., a Nevada corporation




This Commencement Date Confirmation is made by Landlord and Tenant
pursuant to that certain Lease dated as of May 16, 2000 (the "Lease") for
certain premises known as Suite 213 in the building commonly known as The
Spectrum (the "Premises"). This Confirmation is made pursuant to Item 9 of the
Schedule to the Lease.




1, Lease Commencement Date, Termination Date. Landlord and
Tenant hereby agree that the Commencement Date of the Lease is October 16, 2000,
and the Termination Date of the Lease is October 31, 2005.




2.

Acceptance
of Premises. Tenant has inspected the Premises and affirms that the Premises
is acceptable in all respects in its current "as is" condition.




3.

Incorporation This Confirmation is incorporated into the
Lease, and forms an integral part thereof This Confirmation shall be construed
and interpreted in accordance with the terms of the Lease for all purposes.

LANDLORD:

TENNANT:

CALIBRUS,
INC.

A
NEVADA CORP

PAPAGO
SPECTRUM, L .C.

an
Arizona limited liability company

By:
 /s/ Jeff W. Holmes

                                                                                        
 Name:  Jeff W. Holmes

Name:
Patsy L. Chamberlain Title: Member







By:
Sun State Builders Its: Managing Member




By:

Name:
Ed Forst Title: President