EXHIBIT
          10.1
   
 **ACOMA
                    BUSINESS CENTER**
                  
                  **INDUSTRIAL
                    LEASE**
                  
                  
                  
                  by
                    and between
                  
                  
                  
                  **ACOMA,
                    LLC**
                  a
                    Virginia limited liability company
                  
                  **"Landlord"**
                  
                  
                  and
                  
                  
                  **STUDIO
                      ONE MEDIA, INC.**
                    a
                      Delaware corporation
                    
                    **"Tenant"**
                    
                    
                    
                    **October
                      29,****2007**
                    
                    
                    
                    
                    
                    **Acoma
                      Business Center**
                    **c/o
                      Camidor Property Services, Inc.**
                    **1702
                      East Highland Avenue, #210**
                    **Phoenix,
                      Arizona   85016**
 
 
 1
 **EXHIBIT
            10.1 - continued**
 
 
 TABLE
        OF
        CONTENTS
 
   1.
              BASIC
                PROVISIONS
              32.
              LEASED
                PREMISES; ADJUSTMENTS
              43.
              LEASE
                TERM; COMMENCEMENT DATE
              44.
              SECURITY
                DEPOSIT
              45.
              RENT;
                RENT TAX; ADDITIONAL RENT
              56.
              OPERATING
                COSTS
              57.
              CONDITION,
                REPAIRS AND ALTERATIONS
              78.
              SERVICES
              99.
              LIABILITY
                AND PROPERTY INSURANCE
              910.
              RECONSTRUCTION
              1011.
              WAIVER
                OF SUBROGATION
              1212.
              LANDLORD'S
                RIGHT TO PERFORM TENANT OBLIGATIONS
              1213.
              DEFAULT
                AND REMEDIES
              1214.
              LATE
                PAYMENTS
              1515.
              ABANDONMENT
                AND SURRENDER
              1516.
              INDEMNIFICATION
                AND EXCULPATION
              1617.
              ENTRY
                BY LANDLORD
              1618.
              SUBSTITUTE
                PREMISES
              1719.
              ASSIGNMENT
                AND SUBLETTING
              1720.
              USE
                OF LEASED PREMISES AND RUBBISH REMOVAL
              1821.
              SUBORDINATION
                AND ATTORNMENT
              1922.
              ESTOPPEL
                CERTIFICATE
              2023.
              SIGNS
              2024.
              PARKING
              2125.
              LIENS
              2126.
              HOLDING
                OVER
              2127.
              ATTORNEYS'
                FEES
              2128.
              RESERVED
                RIGHTS OF LANDLORD
              2229.
              EMINENT
                DOMAIN
              2330.
              NOTICES
              2331.
              RULES
                AND REGULATIONS
              2332.
              ACCORD
                AND SATISFACTION
              2433.
              BANKRUPTCY
                OF TENANT
              2434.
              HAZARDOUS
                  MATERIALS
              2635.
              RESTRICTIONS
              2836.
              MISCELLANEOUS
              28
 
 
 
 
 
 
 
 
 
 2
 **EXHIBIT
            10.1 - continued**
 
  **INDUSTRIAL
        LEASE**
 
 1.**BASIC
        PROVISIONS**
  1.1
                Date:
                October
                    29, 2007
 
 1.2
                Landlord:
                **ACOMA,
                    LLC, a Virginia limited liability
                    company**
 
 1.3
                Landlord's
                    Address:
                ACOMA,
                    LLC
                  c/o
                    Camidor Property Services, Inc.
                  1702
                    East Highland Avenue, Suite 210
                  Phoenix,
                    Arizona   85016
  1.4
                Tenant:
                **STUDIO
                    ONE MEDIA, INC.,**
                  **a Delaware
                    corporation**
  1.5
                Tenant's
                    Address:
                7812
                    East Acoma Drive, #8
                  Scottsdale,
                      AZ  85260
  1.6
                Property:
                The
                    parcel of real estate located in Scottsdale, Maricopa County,
                    Arizona,
                    depicted on the Site Plan attached hereto as Exhibit "A" and
                    legally
                    described on Exhibit "B" attached hereto and incorporated herein
                    by this
                    reference, together with the buildings now or hereafter situated
                    thereon,
                    the landscaping, parking facilities and all other improvements
                    and
                    appurtenances thereto.
 
 1.7
                Building:
                That
                    certain industrial/office building known as Acoma Business Center
                    located
                    at 7812 East Acoma, Scottsdale, Maricopa County, Arizona 85260,
                    and
                    situated on the Property.
 1.8
              Leased
                Premises:
              Approximately
                  9,147 rentable square feet of space in the Building and commonly
                  known as
                  Suite 8, as outlined on the Floor Plan attached hereto as Exhibit
                  "C".
 
 1.9
              Permitted
                  Use:
              Sales
                  and administrative offices with
                  storage
 
 1.10
              Lease
                Term:
              Five
                  (5) years and three (3) months
 
 1.11
              Scheduled
                  Commencement Date
                and Expiration
                  Date:
              November
                  1, 2007  and
                January 31,
                  2013
 
 1.12
              Monthly
                Basic Rent:
              See
                  RIDER attached
 
 1.13
              Security
                  Deposit:
              $
                  **13,229.69**
 
 1.14
              Building
                Hours:
              24
                  hour access seven days per week
 
 1.15
              Parking
                  Spaces:
              Landlord
                  to provide not less than 25 spaces
 
 1.16
              Parking
                  Charge:
              None
 
 1.17
              Broker:
              Camidor
                  Property Services, LLC
                Airport
                  Property Specialists, LLC
  3
 **EXHIBIT
            10.1 - continued**
  1.18
              Exhibits:
              A
                  =
                  Site Plan
                B
                  =
                  Legal Description of the Property
                C
                  =
                  Floor Plan
                D
                  =
                  Not Applicable
                E
                  =
                  Building Rules and Regulations
                F
                  =
                  Work Letter with ANNEX I
  1.19
              Riders:
              Rider
                  1Rider 2
  
 
 2.**LEASED
        PREMISES; ADJUSTMENTS**
 
 2.1           Leased
        Premises.  Landlord hereby leases to Tenant, and Tenant hereby
        leases and accepts from Landlord, the Leased Premises, upon the terms and
        conditions set forth in this Lease and any modifications, supplements or
        addenda
        hereto (the "Lease"), including the Basic Provisions of ArticleI
        which are incorporated herein by this reference, together with the nonexclusive
        right to use, in common with Landlord and others, the Building Common Areas
        (defined below).  For the purposes of this Lease, the term
"Building Common Areas" means common hallways, corridors, walkways and
        footpaths, foyers and lobbies, parking lots, driveways, landscaped areas,
        and
        such other areas within or adjacent to the Building which are subject to
        or are
        designed or intended solely for the common enjoyment, use and/or benefits
        of the
        tenants of the Property.
 
 2.2           Adjustments.  The
        Monthly Basic Rent at the Commencement Date (as hereinafter defined) is based
        on
        the Leased Premises containing the rentable square footage set forth in
Article 1.8 above.
 
 3. **LEASE
        TERM, COMMENCEMENT DATE**
 
 3.1           Lease
        Term.  The Lease Term shall begin on the Commencement Date and
        shall be for the period set forth in Article 1. 10 above, plus any period
        of less than one (1) month between the Commencement Date and the first day
        of
        the next succeeding calendar month, unless sooner terminated in accordance
        with
        the further provisions of this Lease.
 
 4. **SECURITY
        DEPOSIT**
  Tenant
        shall pay to Landlord, upon the execution of this Lease, the Security Deposit
        set forth in Article 1. 13 above as security for the performance by
        Tenant of its obligations under this Lease, which amount shall be returned
        to
        Tenant after the expiration or earlier termination of this Lease, provided
        that
        Tenant shall have fully performed all of its obligations contained in this
        Lease.  The Security Deposit, at the election of Landlord, may be
        retained by Landlord as and for its full damages or may be applied in reduction
        of any loss and/or damage sustained by Landlord by reason of the occurrence
        of
        any breach, nonperformance or default by Tenant under this Lease without
        the
        waiver of any other right or remedy available to Landlord at law, in equity
        or
        under the terms of this Lease.  If any portion of the Security Deposit
        is so used or applied, Tenant shall, within five (5) days after written notice
        from Landlord, deposit with Landlord immediately available funds in an amount
        sufficient to restore the Security Deposit to its original amount, and Tenant's
        failure to do so shall be a breach of this Lease.  Tenant acknowledges
        and agrees that in the event Tenant shall file a voluntary petition pursuant
        to
        the Bankruptcy Code or any successor thereto, or if an involuntary petition
        is
        filed against Tenant pursuant to the Bankruptcy Code or any successor thereto,
        then Landlord may apply the Security Deposit towards those obligations of
        Tenant
        to Landlord which accrued prior to the filing of such
        petition.  Tenant acknowledges further that the Security Deposit may
        be commingled with Landlord's other funds and that Landlord shall be entitled
        to
        retain any interest earnings thereon.  In the event of termination of
        Landlord's interest in this Lease, Landlord shall transfer the Security Deposit
        to Landlord's successor in interest, whereupon Landlord shall be released
        from
        liability by Tenant for the return of such deposit or the accounting
        therefore.
  
 4
 **EXHIBIT
            10.1 - continued**
 
 5. **RENT;
        RENT
        TAX;  ADDITIONAL RENT**
 
 5.1           Payment
        of Rent.  Tenant shall pay to Landlord the Monthly Basic Rent set
        forth in Article 1.12 above, subject to adjustment as provided
        herein.  The Monthly Basic Rent shall be paid, on or before the first
        day of each and every calendar month during the Lease Term, in advance, without
        notice or demand and without abatement, deduction or set-off.  If the
        Commencement Date is other than the first day of a calendar month, the payment
        for the partial month following the Commencement Date shall be prorated and
        shall be payable on the first day of the first full calendar month of the
        Lease
        Term.  The Monthly Basic Rent for the first full month of the Lease
        Term shall be paid on **February 1, 2008**.  All payments
        requiring proration shall be prorated on the basis of a thirty (30) day
        month.  In addition, all payments to be made under this Lease shall be
        paid in lawful money of the United States of America to Landlord or its agent
        at
        the address set forth in Article 1.3 above, or to such other person or at
        such other place as Landlord may from time to time designate in
        writing.
 
 5.2           Rent
        Tax.  In addition to the Monthly Basic Rent and Additional Rent,
        Tenant shall pay to Landlord, together with the installments of Monthly Basic
        Rent and payments of Additional Rent, an amount equal to any governmental
        taxes,
        including, without limitation, any sales, rental, occupancy, excise, use
        or
        transactional privilege taxes assessed or levied upon Landlord with respect
        to
        any and all amounts paid by Tenant to Landlord hereunder, as well as all
        taxes
        assessed or imposed upon Landlord's gross receipts or gross income from leasing
        the Leased Premises to Tenant, including, without limitation, transaction
        privilege taxes, education excise taxes, any tax now or hereafter imposed
        by the
        City of Scottsdale, the State of Arizona, any other governmental body, and
        any
        taxes assessed or imposed in lieu of or in substitution of any of the foregoing
        taxes.  Such taxes shall not, however, include any franchise, gift,
        estate, inheritance, conveyance, transfer or net income tax assessed against
        Landlord.
 
 5.3           Additional
        Rent.  In addition to Monthly Basic Rent, all other amounts to be
        paid by Tenant to Landlord pursuant to this Lease (including amounts to be
        paid
        by Tenant pursuant to Article6 below shall be deemed to be
        Additional Rent, whether or not designated as such, and shall be due and
        payable
        within five (5) days after receipt by Tenant of Landlord's statement or together
        with the next succeeding installment of Monthly Basic Rent, whichever shall
        first occur.  Landlord shall have the same remedies for the failure to
        pay Additional Rent as for the nonpayment of Monthly Basic Rent.
 
 6. **OPERATING
        COSTS**
 
 6.1           Tenant's
        Obligation for Costs.  The Monthly Basic Rent does not include
        amounts attributable to Tenant's share of Taxes (defined below) or the cost
        of
        the use, management, repair, service, insurance, condition, operation and
        maintenance of the Building and the Property.  Tenant shall pay to
        Landlord, in addition to the Monthly Basic Rent, in accordance with the further
        provisions of this Article 6, an amount per rentable square foot of the
        Leased Premises equal to the total  Operating Costs (as hereinafter
        defined) multiplied by Tenant's Pro Rata Share.
 
 6.2           Landlord's
        Estimate.  Landlord shall furnish Tenant an estimate of Tenant's
        Pro Rata Share of the Operating Costs for each calendar year commencing with
        the
        Commencement Date.  In addition, Landlord may, from time to time,
        furnish Tenant a revised estimate of Operating Costs should Landlord anticipate
        any increase in Operating Costs from that set forth in a prior
        estimate.  Commencing with the first month to which an estimate
        applies, Tenant shall pay, in addition to the installments of Monthly Basic
        Rent, an amount equal to one-twelfth (1/12th) of Landlord's estimate of Tenant's
        Pro Rata Share of the Property's annual Operating Costs.  Within one
        hundred twenty (120) days after the expiration of each calendar year or such
        longer period of time as may be necessary to compile such statement, Landlord
        shall deliver to Tenant a statement of the actual Operating Costs for such
        calendar year.  If the actual Operating Costs for such calendar year
        are more or less than the estimated Operating Costs, a proper adjustment
        shall
        be made.   Any excess amounts paid by Tenant shall be refunded to
        Tenant with such statement or, at Landlord's option, may be applied to any
        amounts then payable by Tenant to Landlord or to the next
        maturing  installment of Monthly Basic Rent or Additional
        Rent.  Any deficiency between the estimated and actual Pro Rata Share
        of Operating Costs shall be paid by Tenant to Landlord concurrently with
        the
        installment of Monthly Basic Rent next due.  Any amount owing for a
        fractional calendar year in the first or final year of the Lease
        Term shall be prorated.
   5
 **EXHIBIT
            10.1 - continued**
  6.3           Operating
        Costs - Defined.  For the purposes of this Lease, "Operating
        Costs" shall mean all costs and expenses accrued, paid or incurred by
        Landlord, or on Landlord's behalf, in respect of the use, management, repair,
        service, insurance, condition, operation and maintenance of the Building
        and the
        Property, including but not limited to the following:
 
 (a)           Salaries,
        wages and benefits of all persons who perform duties in connection with
        landscaping, parking, janitorial and general cleaning services, security
        services and any and all other employees engaged by or on behalf of
        Landlord;
 
 (b)           
        Payroll taxes, workmen's compensation, uniforms and related expenses for
        such
        employees;
 
 (c)           The
        cost of all charges for oil, gas, steam, electricity, any alternate source
        of
        energy, heat, ventilation, air-conditioning, refrigeration, water, sewer
        service, trash collection, pest control and all other utilities, together
        with
        any taxes on such utilities;
 
 (d)           The
        cost of painting non-tenant space, including the Building Common
        Areas;
 
 (e)           The
        cost of all charges for rent, casualty, liability, fidelity and other insurance
        maintained by Landlord, including any deductible amounts incurred with respect
        to an insured loss;
 
 (f)           The
        cost of all supplies (including cleaning supplies), tools, materials, equipment
        and personal property, the rental thereof and sales, transaction privilege,
        excise and other taxes thereon;
 
 (g)           The
        cost of all charges for window and other cleaning, janitorial, security,
        refuse,
        lot sweeping and pest control services;
 
 (h)           The
        cost of charges for independent contractors that work on the Building,
**excluding work performed with respect to a particular tenant’s lease
        space**;
 
 (i)           The
        cost of repairs and replacements made by Landlord at its expense and the
        fees
        and other charges for maintenance and service agreements**, excluding
        structural repairs and replacement of heating, air conditioning and mechanical
        equipment directly related to the premises of a tenant in the Building other
        than Tenant;**
 
 (j)
              The
                  cost of exterior landscaping;
 
 (k)           Costs
        relating to the operation and maintenance of all real property and improvements
        appurtenant to the Property, including, without limitation, all parking areas,
        service areas, walkways and landscaping;
 
 (l) The
        cost
        of alterations and improvements made by reason of the laws and requirements
        of any public authorities or the requirements of insurance bodies;
 
 (m)           All
        management fees and other charges for management services and overhead costs
        (including travel and related expenses), whether provided by an independent
        management company, Landlord or an affiliate of Landlord, not to exceed,
        however, the then prevailing range of rates charged in comparable buildings
        in
        the Phoenix, Arizona metropolitan area;
 
 (n)           The
        cost of any capital improvements or additions which improve the comfort or
        amenities available to tenants of the Building, provided, however, that any
        such
        costs shall be amortized with interest over the useful life of the improvement
        or addition;
 
 (o)           The
        cost of any capital improvements or additions which are intended to enhance
        the
        safety of the Property or reduce (or avoid increases in) Operating Costs,
        provided, however, that any such costs shall be amortized with interest over
        the
        useful life of the improvement or
        addition;
  6
 **EXHIBIT
            10.1 - continued**
   (p)           The
        cost of licenses and permits, inspection fees and reasonable legal, accounting
        and other professional fees and expenses**, excluding such fees and
        expenses that are directly related to a tenant in the Building other than
        Tenant**;
 
 (q)           Taxes
        (as hereinafter defined);
 
 (r)           Costs
        relating to the use, management, repair, service, insurance, condition,
        operation and maintenance of the Building Common Areas;
 
 (s)           All
        other charges properly allocable to the use, management, repair, service,
        insurance, condition, operation and maintenance of the Property in accordance
        with generally accepted accounting principles.
 
 6.4           Operating
        Costs - Exclusions.  Excluded from Operating Costs shall be the
        following:  (a)  depreciation; (b) interest on and
        amortization of debts, except to the extent expressly included pursuant to
        Article 6.3 above; (c) leasehold improvements, including redecorating made
        for
        tenants of the Building; (d) brokerage commissions and advertising expenses
        for
        procuring tenants for the Building or the Property; (e) refinancing costs;
        (f)
        the cost of any repair, replacement or addition which would be required to
        be
        capitalized under general accepted accounting principles, except to the extent
        expressly included pursuant to Article 6.3 above; and (g) the cost of any
        item included in Operating Costs under Article 6.3 above to the extent
        that such cost is reimbursed or paid directly by an insurance company,
        condemnor, a tenant of the Building or any other party.
 
 6.5           Taxes
        - Defined.  For the purposes of this Lease, "Taxes" shall mean and
        include all real property taxes, general and special assessments, assessments
        under any covenants, conditions and restrictions encumbering the Property,
        foreseen as well as unforeseen, which are levied or assessed upon or with
        respect to the Property, any improvements, fixtures, equipment and other
        property of Landlord, real or personal, located on the Property and used
        in
        connection with the operation of all or any portion of the Property, as well
        as
        any tax, surcharge or assessment which shall be levied or assessed in addition
        to or in lieu of such real or personal property taxes and
        assessments.  Taxes shall also include any expenses incurred by
        Landlord in contesting the amount or validity of any real or personal property
        taxes and assessments.  Taxes shall not, however, include any
        franchise, gift, estate, inheritance, conveyance, transfer or income tax
        assessed against Landlord.
 
 6.6           No
        Waiver.  The failure by Landlord to furnish Tenant with a
        statement of Operating Costs shall not constitute a waiver by Landlord of
        its
        right to require Tenant to pay excess Operating Costs per rentable square
        foot.
 
 6.7           Tenant's
        “Pro Rata Share” Defined.   Tenant's “Pro Rata Share” shall
        mean the ratio that the gross leasable floor area of the Premises bears to
        the
        total gross leasable floor area of all completed buildings on the
        Property**.  The total gross leasable floor area is currently
        73,320 square feet.**
 
 7.******CONDITION,
        REPAIRS AND ALTERATIONS**
 
 7.1           Alterations
        and Improvements.  Tenant may place partitions and fixtures and
        may make improvements and other alterations to the interior of the Leased
        Premises at Tenant's expense, provided, however, that prior to commencing
        any
        such work, Tenant shall first obtain the written consent of Landlord to the
        proposed work, including the plans, specifications, the proposed architect
        and/or contractor(s) for such alterations and/or improvements and the materials
        used in connection with such alterations, including, without limitation,
        paint,
        carpeting, wall or window coverings and the use of carpet glues and other
        chemicals for installation of such materials.  At least ten (10) days
        prior to the com­mencement of any construction in the Leased Premises,
        Tenant shall deliver to Landlord copies of the plans and specifications for
        the
        contemplated work and shall identify the contractor(s) selected by Tenant
        to
        perform such work.  Landlord may require that the work be done by
        Landlord's own employees, its construction contractors, or under Landlord's
        direction, but at the expense of Tenant, and Landlord may, as a condition
        to
        consenting to such work, require that Tenant provide
        security adequate in Landlord's judgment so that the improvements or other
        alterations to the Leased Premises will be completed in a good, workmanlike
        and
        lien free manner.  Landlord may also require that any work done to the
        interior of the Leased Premises be subject to the supervision of Landlord
        or its
        designee.  All such improvements or alterations must conform to and be
        in substantial accordance in quality and appearance with the quality and
        appearance of improvements in a first-class institutional grade
        building.  All such improvements shall be the property of
        Landlord.  In the event Landlord consents to the use by Tenant of its
        own architect and/or contractor for the installation of any such alterations
        or
        improvements, prior to the commencement of such work, Tenant shall provide
        Landlord with evidence that Tenant's contractor has procured worker's
        compensation, lia­bility and property damage insurance (naming Landlord as
        an additional insured) in a form and in an amount approved by Landlord, and
        evidence that Tenant's architect and/or contractor has procured the necessary
        permits, certificates and approvals from the appropriate governmental
        authorities.  Tenant acknowledges and agrees that any review by
        Landlord of Tenant's plans and specifications and/or right of approval exercised
        by Landlord with respect to Tenant's architect and/or contractor is for
        Landlord's benefit only and Landlord shall not, by virtue of such review
        or
        right of approval, be deemed to make any representation, warranty or
        acknowledgment to Tenant or to any other person or entity as to the adequacy
        of
        Tenant's plans and specifications or as to the ability, capability or reputation
        of Tenant's architect and/or contractor**.  Landlord approves
        Pinnacle Design as Tenant’s architect.**
   7
 **EXHIBIT
            10.1 - continued**
 
 7.2           Tenant's
        Obligations.  Tenant shall, at Tenant's sole cost and expense,
        maintain the Leased Premises in a clean, neat and sanitary condition and
        shall
        keep the Leased Premises and every part thereof in good condition and repair
        except where the same is required to be done by Landlord.  Tenant
        shall be responsible for maintaining, repairing, and replacing (as necessary)
        the HVAC for the Premises**.  At the beginning of this initial
        lease term Landlord shall service all existing HVAC, mechanical and plumbing
        systems to make sure they are in good working order.**  Tenant
        shall be responsible for maintaining the electrical, plumbing, lighting,
        and
        other mechanical systems within the Premises.  Tenant shall be
        responsible for its own separately metered water, electricity, phone and
        other
        utilities, and Tenant's trash collection, janitorial service and
        lighting.  Tenant hereby waives all rights to make repairs at the
        expense of Landlord as provided by any law, statute or ordinance now or
        hereafter in effect.  All of Tenant's alterations and/or improvements
        are the property of the Landlord, and Tenant shall, upon the expiration or
        earlier termination of the Lease Term, surrender the Leased Premises, including
        Tenant's alterations and/or improvements, to Landlord, janitorial clean and
        in
        the same condition as when received, ordinary wear and tear
        excepted.  Except as set forth in Article 7.4 below, Landlord
        has no obligation to construct, remodel, improve, repair, decorate or paint
        the
        Leased Premises or any improvement thereon or part thereof.  Tenant
        shall pay for the cost of all repairs to the Leased Premises not required
        to be
        made by Landlord and shall be responsible for any redecorating, remodeling,
        alteration and painting during the Lease Term as Tenant deems
        necessary.  Tenant shall pay for any repairs to the Leased Premises,
        the Building and the Property made necessary by any negligence or carelessness
        of Tenant, its employees or invitees.
 
 7.3           Landlord's
        Obligations.  Landlord shall (a) make all necessary repairs to the
        exterior walls, exterior doors, roofs, and windows of the Building, and (b)
        keep
        the Building and the Building Common Areas in a clean, neat and attractive
        condition, but Landlord shall not be liable or responsible for breakdowns
        or
        interruptions in service when reasonable efforts are made to restore such
        service.  The cost of all such maintenance and repair shall be
        Operating Costs for which Tenant will be liable for its Pro Rata
        Share.
 
 7.4           Removal
        of Alterations.  Upon the expiration or earlier termination of
        this Lease, Tenant shall remove from the Leased Premises all movable trade
        fixtures and other movable personal property, and shall promptly repair any
        damage to the Leased Premises, the Building and/or the Property caused by
        such
        removal.  All such removal and repair shall be entirely at Tenant's
        sole cost and expense.  At any time within fifteen (15) days prior to
        the scheduled expiration of the Lease Term or immediately upon any termination
        of this Lease, Landlord may require that Tenant remove from the Leased Premises
        any  trade fixtures, equipment, shelving, cabinet units or movable
        furniture (and other personal property) designated by Landlord to be
        removed.  In such event, Tenant shall, in accordance with the
        provisions of Article 7.2 above, complete such removal (including the
        repair of any damage caused thereby) entirely at its own expense and within
        fifteen (15) days after notice from Landlord.  All repairs required of
        Tenant pursuant to the provisions of this Article 7.5 shall be performed
        in a manner satisfactory to Landlord, and shall include, but not be limited
        to,
        repairing plumbing, electrical wiring and holes in walls, restoring damaged
        floor and/or ceiling tiles, repairing any other cosmetic damage, and cleaning
        the Leased Premises.
     8
 **EXHIBIT
            10.1 - continued**
 
 7.5           No
        Abatement.  Except as provided herein, Landlord shall have no
        liability to Tenant, nor shall Tenant's covenants and obligations under this
        Lease, including without limitation, Tenant's obligation to pay Monthly Basic
        Rent and Additional Rent, be reduced or abated in any manner whatsoever by
        reason of any inconvenience, annoyance, interruption or injury to business
        arising from Landlord's making any repairs or changes which Landlord is required
        or permitted to make pursuant to the terms of this Lease or by any other
        tenant's Lease or are required by law to be made in and to any portion of
        the
        Leased Premises, the Building or the Property.  Landlord shall,
        nevertheless, use reasonable efforts to minimize any interference with Tenant's
        business in the Leased Premises.
 
 8.******SERVICES**
 
 Landlord
        does not warrant that any services which Landlord may supply will be free
        from
        interruption.  Tenant acknowledges that any one or more of such
        services may be suspended by reason of accident, repairs, inspections,
        alterations or improvements necessary to be made, or by strikes or lockouts,
        or
        by reason of operation of law, or by causes beyond the reasonable control
        of
        Landlord.  Landlord shall not be liable for and Tenant shall not be
        entitled to any abatement or reduction of Monthly Basic Rent or Additional
        Rent
        by reason of any disruption of the services to be provided by Landlord pursuant
        to this Lease.
 
 9. **LIABILITY
        AND PROPERTY INSURANCE**
 
 9.1           Liability
        Insurance.  Tenant shall, during the Lease Term, keep in full
        force and effect, a policy or policies of commercial general liability insurance
        for personal injury (including wrongful death) and damage to property covering
        (a) any occurrence in the Leased Premises, (b) any act or omission by Tenant,
        by
        any subtenant of Tenant, or by any of their respective invitees, agents,
        servants or employees anywhere in the Leased Premises and the Property, (c)
        the
        business operated by Tenant and by any subtenant of Tenant in the Leased
        Premises, and (d) the contractual liability of Tenant to Landlord pursuant
        to
        the indemnification provisions of Article 16.1 below, which coverage
        shall not be less than Two Million and No/100 Dollars ($2,000,000.00) per
        occurrence and Two Million and No/100 Dollars ($2,000,000.00) combined single
        limit.  If Landlord shall so request, Tenant shall increase the amount
        of such liability insurance to the amount then customary for premises and
        uses
        similar to the Leased Premises and Tenant's use thereof.  The
        liability policy or policies shall contain an endorsement naming Landlord,
        its
        partners, members or shareholders (as applicable), Landlord's lender and
        management agent and any persons, firms or corporations designated by Landlord
        as additional insureds, and shall provide that the insurance carrier shall
        have
        the duty to defend and/or settle any legal proceeding filed against Landlord
        seeking damages based upon bodily injury or property damage liability even
        if
        any of the allegations of such legal proceedings are groundless, false or
        fraudulent.
 
 9.2           Property
        Insurance.  Tenant shall, during the Lease Term, keep in full
        force and effect, a policy or policies of insurance with "Special Form
        Coverage," including coverage for vandalism or malicious mischief, insuring
        the
        Tenant Improvements as defined on Exhibit H hereto and Tenant's
        alterations and/or improvements made pursuant to Article 7.2 above and
        Tenant's stock in trade, furniture, personal property, fixtures, equipment
        and
        other items in the Leased Premises, with coverage in an amount equal to the
        full
        replacement cost thereof.
 
 9.3           Worker's
        Compensation Insurance.  Tenant shall, during the Lease Term, keep
        in full force and effect, a policy or policies of worker's compensation
        insurance with an insurance carrier and in amounts approved by the Industrial
        Commission of the State of Arizona.
 
 9.4           Business
        Interruption Insurance.  Tenant shall, during the Lease Term, keep
        in full force and effect, a policy or policies of business interruption
        insurance in an amount equal to twelve (12) installments of Monthly Basic
        Rent
        and Additional Rent payable to Landlord, together with the taxes thereon,
        insuring Tenant against losses sustained by Tenant as a result of any cessation
        or interruption
        of Tenant's business in the Leased Premises for any reason.
   9
 **EXHIBIT
            10.1 - continued**
 
 9.5           Insurance
        Requirements.  Each insurance policy and certificate thereof
        obtained by Tenant pursuant to this Lease shall contain a clause that the
        insurer will provide Landlord, its members, partners and any persons, firms
        or
        corporations designated by Landlord with at least thirty (30) days prior
        written
        notice of any material change, non-renewal or cancellation of the
        policy.  Each such insurance policy shall be with an insurance company
        authorized to do business in the State of Arizona and rated not less than
        A VIII
        in the then most current edition of "Best's Key Rating
        Guide".  Certified copies of all insurance policies evidencing the
        coverage under each such policy, as well as a certified copy of the required
        additional insured endorsement(s) shall be delivered to Landlord prior to
        commencement of the Lease Term.  Each such policy shall provide that
        any loss payable thereunder shall be payable notwithstanding (a) any act,
        omission or neglect by Tenant or by any subtenant of Tenant, or (b) any
        occupation or use of the Leased Premises or any portion thereof by Tenant
        or by
        any subtenant of Tenant for purposes more hazardous than permitted by the
        terms
        of such policy or policies, or (c) any foreclosure or other action or proceeding
        taken by any mortgagee or trustee pursuant to any provision of any mortgage
        or
        deed of trust covering the Leased Premises, the Building or the Property,
        or (d)
        any change in title or ownership of the Property.  All insurance
        policies required pursuant to this Article 9 shall be written as primary
        policies, not contributing with or in excess of any coverage which Landlord
        may
        carry.  Tenant shall procure and maintain all policies entirely at its
        own expense and shall, at least twenty (20) days prior to the expiration
        of such
        policies, furnish Landlord with certified copies of replacement policies
        or
        renewal certificates for existing policies in conformance with Accord Form
        No.
        27 (March 1993).  Tenant shall not do or permit to be done anything
        which shall invalidate the insurance policies maintained by Landlord or the
        insurance policies required pursuant to this Article 9 or the coverage
        thereunder.  If Tenant or any subtenant of Tenant does or permits to
        be done anything which shall increase the cost of any insurance policies
        maintained by Landlord, then Tenant shall reimburse Landlord for any additional
        premiums attributable to any act or omission or operation of Tenant or any
        subtenant of Tenant causing such increase in the cost of
        insurance.  Any such amount shall be payable as Additional Rent within
        five (5) days after receipt by Tenant of a bill from Landlord.  All
        policies of insurance (other than the policy of property insurance described
        in
        Article 9.2) shall name both Landlord and Tenant (and/or such other party
        or parties as Landlord may require) as insureds and shall be endorsed to
        indicate that the coverage provided shall not be invalid due to any act or
        omission on the part of Landlord.  In addition, the policy of property
        insurance described in Article 9.2 shall name Landlord (and Landlord's Lender,
        if Landlord shall so require) as a co-loss payee.
 
 9.6           Co-Insurance.  If
        on account of the failure of Tenant to comply with the provisions of this
        Article 9, Landlord is deemed a co-insurer by its insurance carrier, then
        any
        loss or damage which Landlord shall sustain by reason thereof shall be borne
        by
        Tenant, and shall be paid by Tenant within five (5) days after receipt of
        a bill
        therefor.
 
 9.7           Adequacy
        of Insurance.  Landlord makes no representation or warranty to
        Tenant that the amount of insurance to be carried by Tenant under the terms
        of
        this Lease is adequate to fully protect Tenant's interests.  If Tenant
        believes that the amount of any such insurance is insufficient, Tenant is
        encouraged to obtain, at its sole cost and expense, such additional insurance
        as
        Tenant may deem desirable or adequate.  Tenant acknowledges that
        Landlord shall not, by the fact of approving, disapproving, waiving, accepting,
        or obtaining any insurance, incur any liability for or with respect to the
        amount of insurance carried, the form or legal sufficiency of such insurance,
        the solvency of any insurance companies or the payment or defense of any
        lawsuit
        in connection with such insurance coverage, and Tenant hereby expressly assumes
        full responsibility therefor and all liability, if any, with respect
        thereto.
 
 10. **RECONSTRUCTION**
 
 10.1           Insured
        Damage.  In the event the Leased Premises are damaged during the
        Lease Term by fire or other perils covered by Landlord's insurance, Landlord
        shall:
 
 (a)           Subject
        to Force Majeure, within a period of ninety (90) days after receipt by Landlord
        of insurance proceeds and the adjustment of the loss with the Superior Mortgagee
        and/or the Superior Lessor, as the case may be, and its insurer, and provided
        there is not then in existence of an
        Event
        of Default, commence repair, reconstruction and restoration of the Leased
        Premises and prosecute the same diligently to completion, in which event
        this
        Lease shall continue in full force and effect.
   10
 **EXHIBIT
            10.1 - continued**
 
 (b)           In
        the event of a partial or total destruction of either the Leased Premises,
        the
        Building, or the Property during the last two (2) years of the Lease Term,
        Landlord shall have the option to terminate this Lease upon giving written
        notice to Tenant within sixty (60) days after such destruction.  For
        purposes of this Article 10, "partial destruction" shall be deemed
        destruction to an extent of at least thirty-three and one-third percent (33.33
        %) of the then full replacement cost of the Leased Premises, the Building,
        or
        the Property as of the date of destruction.
 
 (c)           In
        the event that Superior Mortgagee shall require that insurance proceeds be applied
        against the principal balance due on the Superior Mortgage (defined below),
        then
        Landlord may, at Landlord's option and upon sixty (60) days written notice
        to
        Tenant, elect to terminate this Lease.
 
 10.2           Uninsured
        Damage.  In the event the Leased Premises, the Building or the
        Property shall be damaged as a result of any casualty not covered by Landlord's
        insurance, to any extent whatsoever, Landlord may, subject to Force Majeure,
        within one hundred eighty (180) days following the date of the casualty,
        commence repair, reconstruction or restoration of the Leased Premises, in
        which
        event this Lease shall continue in full force and effect, or within such
        one
        hundred eighty (180) day period elect not to so repair, reconstruct or restore
        the Leased Premises, the Building or the Property, as the case may be, in
        which
        event this Lease shall cease and terminate.  In either event, Landlord
        shall give Tenant written notice of Landlord's intention within such one
        hundred
        eighty (180) day period.
 
 10.3           Reconstruction.  In
        the event of any reconstruction of the Leased Premises, the Building or the
        Property pursuant to this Article 10, such reconstruction shall be in
        conformity with all city, county, state and federal ordinances, rules and
        regulations then in existence, as the same may be interpreted and
        enforced.  Notwithstanding that all reconstruction work shall be
        performed by Landlord's contractor unless Landlord shall otherwise agree
        in
        writing, Landlord's obligation to reconstruct the Leased Premises shall be
        only
        to the comparable condition of the Leased Premises immediately prior to the
        Commencement Date.  Landlord's obligation to repair and reconstruct
        the Leased Premises shall be limited to the amount of net proceeds of insurance
        received by Landlord, subject to reduction pursuant to Article 10.1(c)
        above.  Any extra expenses incurred by Landlord in the reconstruction
        of the Leased Premises, the Building or any other portion of the Property
        as a
        result of the violation by Tenant of the terms and conditions set forth in
        Article 34 below shall be borne by Tenant.  Tenant, at Tenant's sole
        cost and expense, shall be responsible for the repair and restoration of
        all
        items of the Tenant Improvements or Tenant's improvements and/or alterations
        installed pursuant to Article 7.2 and the replacement of Tenant's stock
        in trade, trade fixtures, furniture, furnishings and
        equipment.  Tenant shall commence the installation of fixtures,
        equipment and merchandise promptly upon delivery to Tenant of possession
        of the
        Leased Premises and shall diligently prosecute such installation to
        completion.
 
 10.4           Termination.  Upon
        any termination of this Lease under any of the provisions of this Article
        10, Landlord and Tenant each shall be released without further obligations
        to the other coincident with the surrender of possession of the Leased Premises
        to Landlord, except for items which have previously accrued and remain
        unpaid.  In the event of termination, all proceeds from Tenant's
        property insurance coverage and covering the Tenant Improvements or Tenant's
        improvements and/or alterations installed pursuant to Article 7.2, but
        excluding proceeds for trade fixtures, merchandise, signs and other removable
        personal property, shall be disbursed and paid to Landlord**, less the
        unamortized portion of the Tenant Improvements initially installed by
        Tenant.**
 
 10.5           Abatement.  In
        the event of repair, reconstruction and restoration of the Leased Premises,
        the
        Minimum Monthly Rental and Additional Rent shall be abated proportionately
        with
        the degree to which Tenant's use of the Leased Premises is impaired commencing
        from the date of destruction and continuing during the period of such repair,
        reconstruction or restoration.  Tenant shall continue the operation of
        Tenant's business at the Leased Premises during any such period to the extent
        reasonably practicable from the standpoint of prudent business
        management.  Tenant shall not be entitled to any compensation or
        damages from Landlord for loss of the use of the whole or any part of the
        Leased
        Premises, or the building of which the Leased Premises are a part, Tenant's
        personal property or for any inconvenience or annoyance occasioned by such
        damage, repair, reconstruction or restoration.
   11
 **EXHIBIT
            10.1 - continued**
 
 10.6           Waiver.  Tenant
        hereby waives any statutory and common law rights of termination which may
        arise
        by reason of any partial or total destruction of the Leased Premises which
        Landlord is obligated to restore or may restore under any of the provisions
        of
        this Lease, including the provisions of A.R.S. § 33-343.
 
 11. **WAIVER
        OF
        SUBROGATION**
 
 Tenant
        hereby waives its rights and the subrogation rights of its insurer against
        Landlord and any other tenants of space in the Building or the Property,
        as well
        as their respective members, officers, employees, agents, authorized
        representatives and invitees, with respect to any claims including, but not
        limited to, claims for injury to any persons, and/or damage to the Leased
        Premises and/or any fixtures, equipment, personal property, furniture,
        improvements and/or alterations in or to the Leased Premises, which are caused
        by or result from (a) risks or damages required to be insured against under
        this
        Lease, or (b) risks and damages which are insured against by insurance policies
        maintained by Tenant from time to time.  Tenant shall obtain for
        Landlord from its insurers under each policy required by this Lease a waiver
        of
        all rights of subrogation which such insurers of Tenant might otherwise have
        against Landlord.
 
 12. **LANDLORD'S
        RIGHT TO PERFORM TENANT OBLIGATIONS**
 
 All
        covenants and agreements to be performed by Tenant under any of the terms
        of
        this Lease shall be performed by Tenant at Tenant's sole cost and expense
        and
        without any abatement of Monthly Basic Rent or Additional Rent.  If
        Tenant shall fail to pay any sum of money, other than Monthly Basic Rent,
        required to be paid by it hereunder, or shall fail to perform any other act
        on
        its part to be performed hereunder, and such failure shall continue for five
        (5)
        days after notice thereof by Landlord (or such shorter period of time as
        may be
        reasonable following oral notice to Tenant's personnel in the Leased Premises),
        Landlord may (but shall not be obligated to do so) without waiving or releasing
        Tenant from any of Tenant's obligations, make any such payment or perform
        any
        such other act on behalf of Tenant.  All sums so paid by Landlord and
        all necessary incidental costs, together with interest thereon at the greater
        of
        (a) eighteen percent (18%) per annum or (b) the rate of interest per annum
        publicly announced, quoted or published, from time to time, by Bank of America,
        at its Phoenix, Arizona office as its "reference rate" plus four (4) percentage
        points, from the date of such payment by Landlord until reimbursement in
        full by
        Tenant (the "Default Rate"), shall be payable to Landlord as Additional
        Rent with the next monthly installment of Annual Basic Rent; provided, however,
        in no event shall the Default Rate exceed the maximum rate (if any) permitted
        by
        applicable law.
 
 13. **DEFAULT
        AND REMEDIES**
 
 13.1           Event
        of Default.  The occurrence of any one or more of the following
        events will constitute an "Event of Default" on the part of Tenant:
 
 (a)           Failure
        to pay any installment of Monthly Basic Rent, any Additional Rent or any
        other
        sum required to be paid by Tenant under this Lease, and such failure shall
        continue for five (5) days;
 
 (b)           Failure
        to perform any of the other covenants or conditions which Tenant is required
        to
        observe and perform (except failure in the payment of Monthly Basic Rent,
        Additional Rent or any other monetary obligation contained in this Lease)
        and
        such failure shall continue for fifteen (15) days (or such shorter period
        of
        time as may be specified by Landlord in the event of an emergency) after
        written
        notice thereof by Landlord to Tenant, provided that if such default is other
        than the payment of money and cannot be cured within such fifteen (15) day
        period, then an Event of Default
        shall not have occurred if Tenant, within such fifteen (15) day period,
        commences to cure such failure and diligently in good faith prosecutes the
        same
        to completion and furnishes evidence thereof to Landlord within thirty (30)
        days
        thereafter;
 
 12
 **EXHIBIT
            10.1 - continued**
   (c)           If
        any warranty, representation or statement made by Tenant to Landlord in
        connection with this Lease is or was materially false or misleading when
        made or
        furnished;
 
 (d)           The
        occurrence of an Event of Default under any other agreement between Landlord
        and
        Tenant;
 
 (e)           Failure
        to conduct business operations within the Leased Premises for five (5)
        consecutive days;
 
 (f)           If
        Tenant makes a bulk sale of its goods or moves or commences, attempts or
        threatens to move its goods, equipment and personal property out of the Leased
        Premises;
 
 (g)           The
        levy of a writ of attachment or execution or other judicial seizure of
        substantially all of Tenant's assets or its interest in this Lease, such
        attachment, execution or other seizure remaining undismissed or discharged
        for a
        period of thirty (30) days after the levy thereof;
 
 (h)           The
        filing of any petition by or against Tenant or any Guarantor to declare Tenant
        or any Guarantor a bankrupt or to delay, reduce or modify Tenant's or any
        Guarantor's debts or obligations, which petition is not discharged within
        forty
        five (45) days after the date of filing;
 
 (i)           The
        filing of any petition or other action taken to reorganize or modify Tenant's
        or
        any Guarantor's capital structure, which petition is not discharged within
        forty
        five (45) days after the date of filing;
 
 (j)           If
        Tenant or any Guarantor shall be declared insolvent according to
        law;
 
 (k)
              A
                  general assignment by Tenant or any Guarantor for the benefit of
                  creditors;
 
 (1)           The
        appointment of a receiver or trustee for Tenant or any Guarantor or all or
        any
        of their respective property, which appointment is not discharged within
        forty
        five (45) days after he date of filing;
 
 (m)           The
        filing by Tenant or any Guarantor of a voluntary petition pursuant to the
        Bankruptcy Code or any successor thereto or the filing of an involuntary
        petition against Tenant or any Guarantor pursuant to the Bankruptcy Code
        or any
        successor legislation, which petition is not discharged within forty five
        (45)
        days after the date of filing; or
 
 (n)           The
        occurrence of an Event of Default or other breach by Tenant under the other
        provisions of this Lease.
 
 13.2           Remedies.  Upon
        the occurrence of an Event of Default under this Lease by Tenant, Landlord
        may,
        without prejudice to any other rights and remedies available to a landlord
        at
        law, in equity or by statute, Landlord may exercise one or more of the following
        remedies, all of which shall be construed and held to be cumulative and
        non-exclusive: (a) Terminate this Lease and re-enter and take possession
        of the
        Leased Premises, in which event, Landlord is authorized to make such repairs,
        redecorating, refurbishments or improvements to the Leased Premises as may
        be
        necessary in the reasonable opinion of Landlord acting in good faith for
        the
        purposes of reletting the Leased Premises and the costs and expenses incurred
        in
        respect of such repairs, redecorating and refurbishments and the expenses
        of
        such reletting (including brokerage commissions) shall be paid by Tenant
        to
        Landlord within five (5) days after receipt of Landlord's statement; or (b)
        Without terminating this Lease, re-enter and take possession of the Leased
        Premises; or (c) Without such re-entry, recover possession of the Leased
        Premises in the manner prescribed by any statute relating to summary process,
        and any demand for Monthly Basic Rent, re-entry for condition broken, and
        any
        and all notices to quit, or other formalities of any nature to which Tenant
        may
        be entitled, are hereby specifically waived to the extent permitted by law;
        or
        (d) Without terminating this Lease, Landlord may relet the Leased Premises
        as Landlord may see fit without thereby avoiding or terminating this Lease,
        and
        for the purposes of such reletting, Landlord is authorized to make such repairs,
        redecorating, refurbishments or improvements to the Leased Premises as may
        be
        necessary in the reasonable opinion of Landlord acting in good faith for
        the
        purpose of such reletting, and if a sufficient sum is not realized from such
        reletting (after payment of all costs and expenses of such repairs, redecorating
        and refurbishments and expenses of such reletting (including brokerage
        commissions) and the collection of rent accruing therefrom) each month to
        equal
        the Monthly Basic Rent and Additional Rent payable hereunder, then Tenant
        shall
        pay such deficiency each month within five (5) days after receipt of Landlord's
        statement; or (e) Landlord may declare immediately due and payable all the
        remaining installments of Monthly Basic Rent and Additional Rent, and such
        amount, less the amount Tenant proves, if any, could reasonably expect to
        be
        recovered by Landlord through the releasing of the Leased Premises for the
        remainder of the Lease Term, shall be paid by Tenant within five (5) days
        after
        receipt of Landlord's statement.  Landlord shall not by re-entry or
        any other act, be deemed to have terminated this Lease, or the liability
        of
        Tenant for the total Monthly Basic Rent and Additional Rent reserved hereunder
        or for any installment thereof then due or thereafter accruing, or for damages,
        unless Landlord notifies Tenant in writing that Landlord has so elected to
        terminate this Lease.  After the occurrence of an Event of Default,
        the acceptance of Monthly Basic Rent or Additional Rent, or the failure to
        re-enter by Landlord shall not be deemed to be a waiver of Landlord's right
        to
        thereafter terminate this Lease and exercise any other rights and remedies
        available to it, and Landlord may re-enter and take possession of the Leased
        Premises as if no Monthly Basic Rent or Additional Rent had been accepted
        after
        the occurrence of an Event of Default.  Upon an Event of Default,
        Tenant shall also pay to Landlord all costs and expenses incurred by Landlord,
        including court costs and attorneys' fees, in retaking or otherwise obtaining
        possession of the Leased Premises, removing and storing all equipment, fixtures
        and personal property on the Leased Premises and otherwise enforcing any
        of
        Landlord's rights, remedies or recourses arising as  a result of an
        Event of Default.
   13
 **EXHIBIT
            10.1 - continued**
  13.3           Additional
        Remedies.  All of the remedies given to Landlord in this Lease in
        the event Tenant commits an Event of Default are in addition to all other
        rights
        or remedies available to a landlord at law, in equity or by statute, including,
        without limitation, the right to seize and sell all goods, equipment and
        personal property of Tenant located in the Leased Premises and apply the
        proceeds thereof to all due and unpaid Monthly Basic Rent, Additional Rent
        and
        other amounts owing under the Lease.  All rights, options and remedies
        available to Landlord shall be construed and held to be cumulative, and no
        one
        of them shall be exclusive of the other.  Upon the occurrence of an
        Event of Default, all rights, privileges and contingencies which may be
        exercised by Tenant under the Lease, including, without limitation, options
        to
        renew, extend and expand, as well as relocation rights, contraction rights
        and
        any other rights which may be exercised by Tenant during the Lease Term,
        shall
        be void and of no further force and effect.
 
 13.4           Interest
        on Past Due Amounts.  In addition to the late charge described
in Article 14 below, if any installment of Monthly Basic Rent or
        Additional Rent is not paid promptly when due, it shall bear interest at
        the
        Default Rate; provided, however, this provision shall not relieve Tenant
        from
        any default in the making of any payment at the time and in the manner required
        by this Lease; and provided, further, in no event shall the Default Rate
        exceed
        the maximum rate (if any) permitted by applicable law.
 
 13.5           Landlord
        Default.  In the event Landlord should neglect or fail to perform
        or observe any of the covenants, provisions or conditions contained in this
        Lease on its part to be performed or observed, and such failure continues
        for
        thirty (30) days after written notice of default (or if more than thirty
        (30)
        days shall be required because of the nature of the default, if Landlord
        shall
        fail to commence the curing of such default within such thirty (30) day period
        and proceed diligently thereafter), then Landlord shall be responsible to
        Tenant
        for any actual damages sustained by Tenant as a result of Landlord's breach,
        but
        not special or consequential damages.  Should Tenant give written
        notice to Landlord to correct any default, Tenant shall give similar notice
        to
        the holder of any mortgages or deeds of trust against the Building or the
        lessor
        of any ground lease, and prior to any cancellation of this Lease, the holder
        of
        such mortgage or deed of trust and/or the lessor under such ground lease
        shall
        be given a reasonable period of time to correct or remedy such
        default.  If and when such holder of such mortgage or deed of trust
        and/or the lessor under any such ground lease has made performance on behalf
        of
        Landlord, the default of Landlord shall be deemed cured.
  Notwithstanding
        any other provisions in this Lease, any claim which Tenant may have against
        Landlord for failure to perform or observe any of the covenants, provisions
        or
        conditions contained in this Lease shall be deemed waived unless such claim
        is
        asserted by written notice thereof to Landlord within ten (10) days of
        commencement of the alleged default or occurrence of the cause of action
        and
        unless suit be brought thereon within six (6) months subsequent to the
        occurrence of such cause of action.  Tenant shall have no right to
        terminate this Lease, except as expressly provided elsewhere in this
        Lease.
      
 14
 **EXHIBIT
            10.1 - continued**
   14. **LATE
        PAYMENTS**
 
 Tenant
        hereby acknowledges that the late payment by Tenant to Landlord of any
        installment of Monthly Basic Rent, any Additional Rent or any other sums
        due
        hereunder will cause Landlord to incur costs not contemplated by this Lease,
        the
        exact amount of which will be extremely difficult and impracticable to
        ascertain.  Such costs include but are not limited to processing,
        administrative and accounting costs.  Accordingly, if any installment
        of Monthly Basic Rent, any Additional Rent or any other sum due from Tenant
        shall not be received by Landlord within five **business**(5) days
        after the date when due, Tenant shall pay to ]Landlord a late charge equal
        to
        five percent (5%) of such overdue amount or Two Hundred and No/100 Dollars
        ($200.00), whichever is greater.  Tenant acknowledges that such late
        charge represents a fair and reasonable estimate of the costs Landlord will
        incur by reason of late payments by Tenant.  Neither assessment nor
        acceptance of a late charge by Landlord shall constitute a waiver of Tenant's
        default with respect to such overdue amount, nor prevent Landlord from
        exercising any of the other rights and remedies available to
        Landlord.  Nothing contained in this Article 14 shall be deemed
        to condone, authorize, sanction or grant to Tenant an option for the late
        payment of Monthly Basic Rent, Additional Rent or any other sum due
        hereunder.
 
 15. **ABANDONMENT
        AND SURRENDER**
 
 15.1           Abandonment.  Tenant
        shall not vacate or abandon the Leased Premises at any time during the Lease
        Term.  No act or thing done by Landlord or by any agent or employee of
        Landlord during the Lease Term shall be deemed an acceptance of a surrender
        of
        the Leased Premises unless such acceptance is expressed in writing and duly
        executed by Landlord.  Unless Landlord so agrees in writing, the
        delivery of the key to the Leased Premises to any employee or agent of Landlord
        shall not operate as a termination of this Lease or as a surrender of the
        Leased
        Premises.
 
 15.2           Surrender.  Tenant
        shall, upon the expiration or earlier termination of this Lease, peaceably
        surrender the Leased Premises, including any Tenant Improvements and Tenant's
        improvements and/or alterations installed pursuant to Article 7.2, in a
        janitorial clean condition and otherwise in as good condition as when Tenant
        took possession, except for (i) reasonable wear and tear subsequent to the
        last
        repair, replacement, restoration, alteration or renewal; (ii) loss by fire
        or
        other casualty, and (iii) loss by condemnation.  If Tenant shall
        abandon, vacate or surrender the Leased Premises, or be dispossessed by process
        of law or otherwise, any personal property and fixtures belonging to Tenant
        and
        left in the Leased Premises shall be deemed abandoned and, at Landlord's
        option,
        title shall pass to Landlord under this Lease as by a bill of
        sale.  Landlord may, however, if it so elects, remove all or any part
        of such personal property from the Leased Premises and the costs incurred
        by
        Landlord in connection with such removal, including storage costs and the
        cost
        of repairing any damage to the Leased Premises, the Building and/or the Property
        caused by such removal shall be paid by Tenant within five (5) days after
        receipt of Landlord's statement.  Upon the expiration or earlier
        termination of this Lease, Tenant shall surrender to Landlord all keys to
        the
        Leased Premises and shall inform Landlord of the combination of any vaults,
        locks and safes left on the Leased Premises.  The obligations of
        Tenant under this article 15.2 shall survive the expiration or earlier
        termination of this Lease.  Tenant shall indemnify Landlord against
        any loss or liability resulting from delay by Tenant in so surrendering the
        Premises, including, without limitation, any claims made by any succeeding
        Tenant founded on such delay.  Tenant shall give written notice to
        Landlord at least thirty (30) days prior to vacating the Leased Premises
        for the
        express purpose of arranging a meeting with Landlord for a joint inspection
        of
        the Leased Premises.  In the event of Tenant's failure to give such
        notice or to participate in such joint inspection, Landlord's inspection
        at or
        after Tenant's vacation of the Leased Premises shall be conclusively deemed
        correct for purposes of determining Tenant's liability for repairs and
        restoration hereunder.
   15
 **EXHIBIT
            10.1 - continued**
 
 16. **INDEMNIFICATION
        AND EXCULPATION**
 
 16.1           Indemnification.  Tenant
        shall indemnify, protect, defend and hold Landlord harmless from and against,
        and shall be responsible for, all claims, damages, losses, costs, liens,
        encumbrances, liabilities and expenses, including reasonable attorneys',
        accountants' and investigators' fees and court costs (collectively, the
        "Claims"), however caused, arising in whole or in part from Tenant's use
        of all
        or any part of the Leased Premises, the Building and/or the Property or the
        conduct of Tenant's business or from any activity, work or thing done, permitted
        or suffered by Tenant or by any invitee, servant, agent, employee or subtenant
        of Tenant in the Leased Premises, the Building and/or the Property, and shall
        further indemnify, protect, defend and hold Landlord harmless from and against,
        and shall be responsible for, all Claims arising in whole or in part from
        any
        breach or default in the performance of any obligation on Tenant's part to
        be
        performed under the terms of this Lease or arising in whole or in part from
        any
        act, neglect, fault or omission by Tenant or by any invitee, servant, agent,
        employee or subtenant of Tenant anywhere in the Leased Premises, the Building
        and/or the Property.  In case any action or proceeding is brought
        against Landlord to which this indemnification shall be applicable, Tenant
        shall
        pay all Claims resulting therefrom and shall defend such action or proceeding,
        if Landlord shall so request, at Tenant's sole cost and expense, by counsel
        reasonably satisfactory to Landlord.  The obligations of Tenant under
        this Article 16.1 shall survive the expiration or earlier termination of
        this
        Lease.
 
 16.2           Exculpation.  Tenant,
        as a material part of the consideration to Landlord, hereby assumes all risk
        of
        damage to property, injury and death to persons and all claims of any other
        nature resulting from Tenant's use of all or any part of the Leased Premises,
        the Building and/or the Property, and Tenant hereby waives all claims in
        respect
        thereof against Landlord.  Neither Landlord nor its agents or
        employees shall be liable for any damaged property of Tenant entrusted to
        any
        employee or agent of Landlord or for loss of or damage to any property of
        Tenant
        by theft or otherwise.  Landlord shall not be liable for any injury or
        damage to persons or property resulting from any cause, including, but not
        limited to, fire, explosion, falling plaster, steam, gas, electricity, sewage,
        odor, noise, water or rain which may leak from any part of the Building or
        from
        the pipes, appliances or plumbing works therein, or from the roof of any
        structure on the Property, or from any streets or subsurfaces on or adjacent
        to
        the Building or the Property, or from any other place or resulting from dampness
        or any other causes whatsoever, unless caused solely by the gross negligence
        or
        wilful misconduct of Landlord.  Neither Landlord nor its employees or
        agents shall be liable for any defects in the Leased Premises, the Building
        and/or the Property, nor shall Landlord be liable for the negligence or
        misconduct, including, but not limited to, criminal acts, by maintenance
        or
        other personnel or contractors serving the Leased Premises, the Building
        and/or
        the Property, other tenants or third parties, unless Landlord is grossly
        negligent or guilty of willful misconduct.  All property of Tenant
        kept or stored on the Property shall be so kept or stored at the risk of
        Tenant
        only, and Tenant shall indemnify, defend and hold Landlord harmless from
        and
        against, and shall be responsible for, any Claims arising out of damage to
        the
        same, including subrogation claims by Tenant's insurance carriers, unless
        such
        damage shall be caused by the willful act or gross neglect of Landlord and
        through no fault of Tenant.  None of the events or conditions set
        forth in this Article 16 shall be deemed a constructive or actual eviction
        or
        result in a termination of this Lease, nor shall Tenant be entitled to any
        abatement or reduction of Annual Basic Rent or Additional Rent by reason
        thereof.  Tenant shall give prompt notice to Landlord with respect to
        any defects, fires or accidents which Tenant observes in the Leased Premises,
        the Building and/or the Property.
 
 17. **ENTRY
        BY
        LANDLORD**
 
 Landlord
        reserves and shall at any and all times have the right to enter the Leased
        Premises, to inspect the same, to supply janitorial service and other services
        to be provided by Landlord to Tenant hereunder, to submit the Leased Premises
        to
        prospective purchasers or tenants, to post notices of non-res­ponsibility,
        and to alter, improve or repair the Leased Premises and any portion of the
        Building of which the Leased Premises are a part, without abatement of Monthly
        Basic Rent or Additional Rent, and may for that purpose erect scaffolding
        and
        other necessary structures where reasonably required by the character of
        the
        work to be performed, always providing that access into the Leased Premises
        shall not be blocked thereby, and further providing that the business of
        Tenant
        shall not be interfered with unreasonably.  Tenant hereby waives any
        claim for damages for any injury or inconvenience to or interference with
        Tenant's business, any loss of occupancy or quiet enjoyment of the Leased
        Premises or any loss occasioned thereby.  For each of the aforesaid
        purposes, Landlord shall at all times have and retain a key with which to
        unlock
        all the doors in, upon or about the Leased Premises, excluding Tenant's vaults
        and safes, and Landlord shall have the right to use any and all means which
        Landlord may deem proper to open such doors in an emergency in order to obtain
        entry to the Leased Premises, and any entry to the Leased Premises obtained
        by
        Landlord by any such means or otherwise shall not under any cir­cumstances
        be construed or deemed to be a forcible or unlawful entry into, or a detainer
        of, the Leased Premises or an eviction of Tenant from all or any portion
        of the
        Leased Premises.  Nothing in this Article 17 shall be construed
        as obligating Landlord to perform any repairs, alterations or maintenance
        except
        as otherwise expressly required elsewhere in this Lease.
 
 16
 **EXHIBIT
              10.1 - continued**
  
 18. **SUBSTITUTE
        PREMISES**
  **Intentionally
        omitted.**
 
 19. **ASSIGNMENT
        AND SUBLETTING**
 
 19.1           Consent
        of Landlord Required.  Tenant shall not transfer or assign this
        Lease or any right or interest hereunder, or sublet the Leased Premises or
        any
        part thereof, without first obtaining Land­lord's prior written consent,
        which consent **shall not be unreasonably withheld.**  No
        transfer or assignment (whether voluntary or involuntary) or subletting shall
        be
        valid or effective without such prior written consent.  Should Tenant
        attempt to make or allow to be made any such transfer, assignment or subletting,
        except as aforesaid, and in any of the foregoing events Landlord may, at
        its
        option, treat such act as an Event of Default by Tenant.  Should
        Landlord consent to a transfer, assignment or subletting, such consent shall
        not
        constitute a waiver of any of the restrictions or prohibitions of this Article
        19, and such restrictions or prohibitions shall apply to each successive
        transfer, assignment or subletting hereunder, if any.
 
 19.2           **Deemed
        Not To Be A Transfer****.** For the purposes of this
        Article 19**,** it is understood and agreed by Landlord that the
        Tenant is a public company and that the acquisition of all or a part of the
        stock of Tenant by another person or entity, public or private, or the merger
        of
        Tenant into another company, public or private, shall not be considered to
        be an
        unpermitted transfer and shall not require the prior written consent of
        Landlord, In any such event, Tenant will provide Landlord notice of such
        merger
        or acquisition.
 
 19.3           Delivery
        of Information.  If Tenant wishes at any time to assign this Lease
        or sublet the Leased Premises or any portion thereof, it shall first notify
        Landlord of its desire to do so and shall sub­mit in writing to Landlord (a)
        the name of the proposed subtenant or assignee, (b) the nature of the proposed
        subtenant's or assignee's business to be carried on in the Leased Premises;
        (c)
        the terms and the provisions of the proposed sublease or assignment; and
        (d)
        such financial information as Landlord may reasonably request concerning
        the
        proposed subtenant or assignee.  Tenant's failure to comply with the
        provisions of this Article 19.3 shall entitle Landlord to withhold its
        consent to the proposed assignment or subletting.
 
 19.4           Recapture.  If
        Tenant **shall, without Landlord’s consent, assign its interst**in
        this Lease or sublet all or any part of the Leased Premises, Landlord may,
        at
        its option, upon written notice to Tenant within thirty (30) days after
        Landlord's receipt of the information specified in Article 19.3 above, elect
        to
        recapture all of the Leased Premises, and within sixty (60) days after notice
        of
        such election has been given to Tenant, this Lease shall terminate.
        If  the Leased Premises are recaptured by Landlord pursuant to this
Article 19.4, Tenant shall promptly execute and deliver to Landlord a
        termination agreement setting forth the termination date with respect to
        the
        Leased Premises or the recaptured portion thereof, and prorating the Monthly
        Basic Rent, Additional Rent and other charges payable hereunder to such
        date**, in such event the Landlord shall reimburse the unamortized portion
        of the initial Tenant Improvements.**  If Landlord does not
        elect to recapture as set forth above, Tenant may thereafter enter into a
        valid
        assignment or sublease with respect to the Leased Premises, provided that
        Landlord consents thereto pursuant to this Article 19, and provided further,
        that (a) such assignment or sublease is executed within ninety (90) days
        after
        Landlord has given its consent, (b) Tenant pays all amounts then owed to
        Landlord under this Lease, (c) there is not in existence an Event of Default
        as
        of the effective date of the assignment or sublease, (d) there have been
        no
        material changes with respect to the financial condition of the proposed
        subtenant or assignee or the business such party intends to conduct in the
        Leased Premises, and (e) a fully executed original of such assignment or
        sublease providing for an express assumption by the assignee or subtenant
        of all
        of the terms, covenants and conditions of this Lease is promptly delivered
        to
        Landlord.
 
 17
 **EXHIBIT
              10.1 - continued**
   19.5           Adjustment
        to Rental.  In the event Tenant assigns its interest in this Lease
        or****Sublets the Leased Premises, the Monthly Basic Rent set
        forth in Article 1. 12 above, as adjusted, shall be increased effective
        as of the date of such assignment or subletting to the rent and other
        consideration payable by any such assignee or sublessee pursuant to such
        assignment or sublease if such assignee or sublessee is paying rent in excess
        of
        the Monthly Basic Rent as adjusted.  Notwithstanding the foregoing, in
        no event shall the Monthly Basic Rent after any such assignment or subletting
        be
        less than the Monthly Basic Rent specified in Article 1. 12 above, as
        adjusted.
 
 19.6           No
        Release from Liability.  Landlord may collect Monthly Basic Rent
        and Additional Rent from the assignee, subtenant, occupant or other transferee,
        and apply the amount so collected, first to the installments of Monthly Basic
        Rent, then to any Additional Rent and other sums due and payable to Landlord,
        and the balance, if any, to Landlord, but no such assignment, subletting,
        occupancy, transfer or collection shall be deemed a waiver of Landlord's
        rights
        under this Article 19, or the acceptance of the proposed assignee,
        subtenant, occupant or transferee.  Notwithstanding any assignment,
        sublease or other transfer (with or without the consent of Landlord), Tenant
        shall remain primarily liable under this Lease and shall not be released
        from
        performance of any of the terms, covenants and conditions of this
        Lease.
 
 19.7           Landlord's
        Expenses.  If Landlord consents to an assignment, sublease or
        other transfer by Tenant of all or any portion of Tenant's interest under
        this
        Lease, Tenant shall pay or cause to be paid to Landlord, a transfer fee in
        an
        amount not less than Five Hundred and No/100 Dollars ($500.00) to reimburse
        Landlord for administrative expenses and for legal, accounting and other
        out of
        pocket expenses incurred by Landlord.
 
 19.8           Assumption
        Agreement.  If Landlord consents to an assignment, sublease or
        other transfer by Tenant of all or any portion of Tenant's interest under
        this
        Lease, Tenant shall execute and deliver to Landlord, and cause the transferee
        to
        execute and deliver to Landlord, an instrument in the form and substance
        acceptable to Landlord in which (a) the transferee adopts this Lease and
        assumes
        and agrees to perform, jointly and severally with Tenant, all of the obligations
        of Tenant hereunder, (b) Tenant acknowledges that it remains primarily liable
        for the payment of Monthly Basic Rent, Additional Rent and other obligations
        under this Lease, (c) Tenant subordinates to Landlord's statutory lien, contract
        lien and security interest, any liens, security interests or other rights
        which
        Tenant may claim with respect to any property of transferee and (d) the
        transferee agrees to use and occupy the Leased Premises solely for the purpose
        specified in Article 20 and otherwise in strict accordance with this
        Lease.
 
 20. **USE
        OF
        LEASED PREMISES AND RUBBISH REMOVAL**
 
 20.1           Use.  The
        Leased Premises are leased to Tenant solely for the Permitted Use set forth
        in
        Article 1.9 above and for no other purpose whatsoever.  Tenant shall
        not use or occupy or permit the Leased Premises to be used or occupied, nor
        shall Tenant do or permit anything to be done in or about the Leased Premises
        nor bring or keep anything therein which will in any way increase the existing
        rate of or affect any casualty or other insurance on the Building or the
        Property, or any of their respective contents, or make void or voidable or
        cause
        a cancellation of any insurance policy covering the Building or the Property,
        or
        any part thereof or any of their respective contents.  Tenant shall
        not do or permit anything to be done in or about the Leased Premises, the
        Building and/or the Property which will in any way obstruct or interfere
        with
        the rights of other tenants or occupants of the Building or the Property
        or
        injure or annoy them.  Tenant shall not use or allow the Leased
        Premises to be used for any improper, immoral, unlawful or objectionable
        purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or
        about
        the Leased Premises, the Building and/or the Property.  In addition,
        Tenant shall not commit or suffer to be committed any waste in or upon the
        Leased Premises, the Building and/or the Property.  Tenant shall not
        use the Leased Premises, the Building and/or the Property or permit anything
        to
        be done in or about the Leased Premises, the Building and/or the Property
        which
        will in any way conflict with any matters of record, or any law, statute,
        ordinance or governmental rule or regulation now in force or which may hereafter
        be enacted or promulgated, and shall, at its sole cost and expense, promptly
        comply with all matters of record and all laws, statutes, ordinances and
        governmental rules, regulations and requirements now in force or which may
        hereafter be in force and with the requirements of any Board of Fire
        Underwriters or other similar body now or hereafter constituted, foreseen
        or
        unforeseen, ordinary as well as extraordinary, relating to or affecting the
        condition, use or occupancy of the Property, excluding structural changes
        not
        relating to or affected by Tenant's improvements or acts.  The
        judgment of any court of competent jurisdiction or the admission by Tenant
        in
        any action against Tenant, whether Landlord be a party thereto or not, that
        Tenant has violated any matters of record, or any law, statute, ordinance
        or
        governmental rule, regulation or requirement, shall be conclusive of that
        fact
        between Landlord and Tenant.  In addition, Tenant shall not place a
        load upon any floor of the Leased Premises which exceeds the load per square
        foot which the floor was designed to carry, nor shall Tenant install business
        machines or other mechanical equipment in the Leased Premises which cause
        noise
        or vibration that may be transmitted to the structure of the
        Building.
 
 18
 **EXHIBIT
              10.1 - continued**
  
 20.2           Rubbish
        Removal.  Tenant shall keep the Leased Premises clean, both inside
        and outside, subject, however, to Landlord's obligation as set forth in
Article 7.3 above.  Tenant shall not burn any materials or
        rubbish of any description upon the Leased Premises.  Tenant shall
        keep all accumulated rubbish in covered containers.  In the event
        Tenant fails to keep the Leased Premises in the proper condition, Landlord
        may
        cause the same to be done for Tenant and Tenant shall pay the expenses incurred
        by Landlord on demand, together with interest at the Default Rate, as Additional
        Rent.  Tenant shall, at its sole cost and expense, comply with all
        present and future laws, orders and regulations of all state, county, federal,
        municipal governments, departments, commissions and boards regarding the
        collection, sorting, separation, and recycling of waste products, garbage,
        refuse and trash.  Tenant shall sort and separate such waste products,
        garbage, refuse and trash into such categories as provided by
        law.  Each separately sorted category of waste products, garbage,
        refuse and trash shall be placed in separate receptacles reasonably approved
        by
        Landlord.  Such separate receptacles may, at Landlord's option, be
        removed from the Leased Premises in accordance with a collection schedule
        prescribed by law.  Landlord reserves the right to refuse to collect
        or accept from Tenant any waste products, garbage, refuse or trash that is
        not
        separated and sorted as required by law, and to require Tenant to arrange
        for
        such collection at Tenant's sole cost and expense using a contractor
        satisfactory to Landlord.  Tenant shall pay all costs, expenses,
        fines, penalties or damages that may be imposed on Landlord or Tenant by
        reason
        of Tenant's failure to comply with the provisions of this Article 20.2,
        and, at Tenant's sole cost and expense, Tenant shall indemnify, defend and
        hold
        Landlord and Landlord's agents and employees harmless (including legal fees
        and
        expenses) from and against, and shall be responsible for, all actions, claims,
        liabilities and suits arising from such noncompliance, utilizing counsel
        reasonably satisfactory to Landlord.
 
 21. **SUBORDINATION
        AND ATTORNMENT**
 
 21.1           Subordination.  This
        Lease and all rights of Tenant hereunder shall be, at the option of Landlord,
        subordinate to (a) all matters of record, (b) all ground leases, overriding
        leases and underlying leases (collectively referred to as the "leases") of
        the
        Building or the Property now or hereafter existing, (c) all mortgages and
        deeds
        of trust (collectively referred to as the "mortgages") which may now or
        hereafter encumber or affect the Building or the Property, and (d) all renewals,
        modifications, amendments, replacements and extensions of leases and mortgages
        and to spreaders and consolidations of the mortgages, whether or not leases
        or
        mortgages shall also cover other lands, buildings or leases.  The
        provisions of this Article 21.1 shall be self-operative and no further
        instruments of subordination shall be required.  In confirmation of
        such subordination, Tenant shall promptly execute, acknowledge and deliver
        any
        instrument that Landlord, the lessor under any lease or the holder of any
        mortgage or any of their respective assigns or successors in interest may
        reasonably request to evidence such subordination.  Any lease to which
        this Lease is subject and subordinate is called a "Superior Lease" and
        the lessor under a Superior Lease or its assigns or successors in interest
        is
        called a "Superior Lessor".  Any mortgage to which this Lease
        is subject and subordinate is called a "Superior Mortgage" and the holder
        of a Superior Mortgage is called a "Superior Mortgagee".  If
        Landlord, a Superior Lessor or a Superior Mortgagee requires that such
        instruments be executed by Tenant, Tenant's failure to do so within ten (10)
        days after request therefor shall be deemed an Event of Default under this
        Lease.  Tenant waives any right to terminate this Lease because of any
        foreclosure proceedings.  Tenant hereby irrevocably constitutes and
        appoints Landlord (and any successor Landlord) as Tenant's attorney-in-fact,
        with full power of substitution coupled with an interest, to execute and
        deliver
        to any Superior Lessor or Superior Mortgagee any documents required to be
        executed by Tenant for and on behalf of Tenant if Tenant shall have failed
        to do
        so within ten (10) days after request therefore.
 
 19
 **EXHIBIT
              10.1 - continued**
  
 21.2           Attornment.  If
        any Superior Lessor or Superior Mortgagee (or any purchaser at a foreclosure
        sale) succeeds to the rights of Landlord under this Lease, whether through
        possession or foreclosure action, or the delivery of a new lease or deed
        (a
"Successor Landlord"), Tenant shall attorn to and recognize such
        Successor Landlord as Tenant's landlord under this Lease and shall promptly
        execute and deliver any instrument that such Successor Landlord may reasonably
        request to evidence such attornment.
 
 22. **ESTOPPEL
        CERTIFICATE**
  Tenant
        shall, whenever requested by Landlord, within ten (10) days after written
        request by Landlord, execute, acknowledge and deliver to Landlord a statement
        in
        writing certifying: (a) that this Lease is unmodified and in full force and
        effect, (or, if modified, stating the nature of such modification and certifying
        that this Lease, as so modified, is in full force and effect); (b) the dates
        to
        which Monthly Basic Rent, Additional Rent and other charges are paid in advance,
        if any; (c) that there are not, to Tenant's knowledge, any uncured defaults
        on
        the part of Landlord hereunder or specifying such defaults if any are claimed;
        (d) that Tenant has paid Landlord the Security Deposit, (e) the Commencement
        Date and the scheduled expiration date of the Lease Term, (f) the rights
        (if
        any) of Tenant to extend or renew this Lease or to expand the Leased Premises
        and (g) the amount of Monthly Basic Rent, Additional Rent and other charges
        currently payable under this Lease.  In addition, such statement shall
        provide such other information and facts Landlord may reasonably
        require.  Any such statement may be relied upon by any prospective or
        existing purchaser, ground lessee or mortgagee of all or any portion of the
        Property, as well as by any other assignee of Landlord's interest in this
        Lease.  Tenant's failure to deliver such statement within such time
        shall be conclusive upon Tenant (i) that this Lease is in full force and
        effect,
        without modification except as may be represented by Landlord; (ii) that
        there
        are no uncured defaults in Landlord's performance hereunder; (iii) that Tenant
        has paid to Landlord the Security Deposit; (iv) that not more than one month's
        installment of Monthly Basic Rent or Additional Rent has been paid in advance;
        (v) that the Commencement Date and the scheduled expiration date of the Lease
        Term are as stated therein, (vi) that Tenant has no rights to extend or renew
        this Lease or to expand the Leased Premises, (vii) that the Monthly Basic
        Rent,
        Additional Rent and other charges are as set forth therein and (viii) that
        the
        other information and facts set forth therein are true and correct.
 
 23. **SIGNS**
 
 Landlord
        shall retain absolute control over the exterior appearance of the Building
        and
        the exterior appearance of the Leased Premises.  Tenant shall not
        install, or permit to be installed, any drapes, shutters, signs, lettering,
        advertising, or any items that will in any way, in the sole opinion of Landlord,
        adversely alter the exterior appearance of the Building or the exterior
        appearance of the Leased Premises as viewed from the exterior of the
        Building.  In no event may Tenant utilize trucks, automobiles or other
        vehicles on the Property for signage purposes.  Notwithstanding the
        foregoing, Landlord shall install, at Tenant's sole cost and expense, letters
        or
        numerals at or near the entryway to the Leased Premises provided Tenant obtains
        Landlord's prior written consent as to size, color, design and
        location.  All such letters or numerals shall be in accordance with
        the criteria established by Landlord for the Building.  In addition,
        Landlord shall, at its cost, install Tenant's name and suite number on the
        Building directory, if any; provided, however, any additions, deletions or
        other
        modifications to the Building directory shall be at Tenant's sole cost and
        expense**.  See Rider 1 for Tenant’s right to install exterior
        signage on the building.**
 
 20
 **EXHIBIT
              10.1 - continued**
  24. **PARKING**
 
 24.1           Parking
          Facility.  Landlord shall provide, operate and maintain parking accommodations
          (the "Parking Accommodations"), together with necessary access, having a
          capacity adequate in Landlord's opinion to accommodate the requirements
          of the
          Building and the Property.  No storage of vehicles or parking for more
          than twenty-four (24) hours shall be allowed without Landlord's prior written
          consent.  Tenant acknowledges and agrees that Landlord shall not be
          liable for damage, loss or theft of property or injury to persons in, upon
          or
          about the Parking Accommodations from any cause whatsoever.  Landlord
          shall have the right to establish, and from time to time change, alter
          and
          amend, and to enforce against all users of the Parking Accommodations,
          such
          reasonable requirements and restrictions as Landlord deems necessary and
          advisable for the proper operation and maintenance of the Parking
          Accommodations, including, without limitation, designation of particular
          areas
          for reserved, visitor and/or employee parking, and establishment of a reasonable
          rental charge for the use of the Parking Accommodations by tenants  of
          the Building and/or the general public, as a part of the Rules and Regulations
          of the Building referenced in Article 31 hereof.
 
 24.2           Parking.  Tenant
        is hereby allocated the number of parking spaces designated in Article
        1.16 hereof, entitling Tenant to park in the Parking Accommodations as
        designated by Landlord from time to time for use by Tenant, its employees
        and
        licensees.
 
 25. **LIENS**
 
 Tenant
        shall keep the Leased Premises free and clear of all mechanic's and
        materialmen's liens.  If, because of any act or omission (or alleged
        act or omission) of Tenant, any mechanics', materialmen's or other lien,
        charge
        or order for the payment of money shall be filed or recorded against the
        Leased
        Premises, the Property or the Building, or against any other property of
        Landlord (whether or not such lien, charge or order is valid or enforceable
        as
        such), Tenant shall, at its own expense, cause the same to be canceled or
        discharged of record within thirty (30) days after Tenant shall have received
        written notice of the filing thereof, or Tenant may, within such thirty (30)
        day
        period, furnish to Landlord, a bond pursuant to A.R.S. §33-1004 (or any
        successor statute) and satisfactory to Landlord and all Superior Lessors
        and
        Superior Mortgagees against the lien, charge or order, in which case Tenant
        shall have the right to contest, in good faith, the validity or amount
        thereof.
 
 26. **HOLDING
        OVER**
 
 It
        is
        agreed that the date of termination of this Lease and the right of Landlord
        to
        recover immediate possession of the Leased Premises thereupon is an important
        and material matter affecting the parties hereto and the rights of third
        parties, all of which have been specifically considered by Landlord and
        Tenant.  In the event of any continued occupancy or holding over of
        the Leased Premises without the express written consent of Landlord beyond
        the
        expiration or earlier termination of this Lease or of Tenants right to occupy
        the Leased Premises, whether in whole or in part, or by leaving property
        on the
        Leased Premises or otherwise, this Lease shall be deemed a monthly tenancy
        and
        Tenant shall pay two (2) times the greater of (a) Monthly Basic Rent then
        in
        effect, or (b) the then prevailing monthly rental rate within the Building,
        in
        advance at the beginning of the hold-over month(s), plus any Additional Rent
        or
        other charges or payments contemplated in this Lease, and any other costs,
        expenses, damages, liabilities and attorneys' fees incurred by Landlord on
        account of Tenant's holding over.
 
 27. **ATTORNEYS'
        FEES**
 
 Tenant
        shall pay to Landlord all amounts for costs (including reasonable attorneys'
        fees) incurred by Landlord in connection with any breach or default by Tenant
        under this Lease or incurred in order to enforce or interpret the terms or
        provisions of this Lease.  Such amounts shall be payable within five
        (5) days after receipt by Tenant of Landlord's statement.  In
        addition, if any action shall be instituted by either of the parties hereto
        for
        the enforcement or interpretation of any of their respective rights or remedies
        in or under this Lease, the prevailing party shall be entitled to recover
        from
        the losing party all costs incurred by the prevailing party in such action
        and
        any appeal therefrom, including reasonable attorneys' fees to be fixed by
        the
        court.  Further, should Landlord be made a party to any litigation
        between Tenant and any third party, then Tenant shall pay all costs and
        attorneys' fees incurred by or imposed upon Landlord in connection with such
        litigation.
 
 21
 **EXHIBIT
              10.1 - continued**
 
 28. **RESERVED
        RIGHTS OF LANDLORD**
 
 Landlord
        reserves the following rights, exercisable without liability to Tenant for
        damage or injury to property, persons or business and without effecting an
        eviction, constructive or actual, or disturbance of Tenant's use or possession
        or giving rise to any claim:
 
 (a)           To
        name the Building and the Property and to change the name or street address
        of
        the Building or the Property;
 
 (b)           To
        install and maintain all signs on the exterior and interior of the Building
        and
        the Property;
 
 (c)           To
        designate all sources furnishing sign painting and lettering;
 
 (d)           During
        the last ninety (90) days of the Lease Term, if Tenant has vacated the Leased
        Premises, to decorate, remodel, repair, alter or otherwise prepare the Leased
        Premises for re-occupancy, without affecting Tenant's obligation to pay Monthly
        Basic Rent;
 
 (e)           To
        have pass keys to the Leased Premises and all doors therein, excluding Tenant's
        vaults and safes;
 
 (f)           On
        reasonable prior notice to Tenant, to exhibit the Leased Premises to any
        prospective purchaser, mortgagee, or assignee of any mortgage on the Building
        or
        the Property and to others having interest therein at any time during the
        Lease
        Term, and to prospective Tenants during the last six (6) months of the Lease
        Term**.  Tenant reserves the right to require any visitors to
        its Leased Premises to sign a confidentiality agreement regarding its
        operations**;
 
 (g)           To
        take any and all measures, including entering the Leased Premises for the
        purposes of making inspections, repairs, alterations, additions and improvements
        to the Leased Premises or to the Building (including, for the purposes of
        checking, calibrating, adjusting and balancing controls and other parts of
        the
        Building systems) as may be necessary or desirable for the operation,
        improvement, safety, protection or preservation of the Leased Premises or
        the
        Building, or in order to comply with all laws, orders and requirements of
        governmental or other authorities, or as may otherwise be permitted or required
        by this Lease; provided, however, that Landlord shall endeavor (except in
        an
        emergency) to minimize interference with Tenant's business in the Leased
        Premises;
 
 (h)           To
        relocate various facilities within the Building and on the Property if Landlord
        shall determine such relocation to be in the best interest of the development
        of
        the Building and the Property, provided, that such relocation shall not
        materially restrict access to the Leased Premises;
 
 (i)           To
        change the nature, extent, arrangement, use and location of the Building
        Common
        Areas;
 
 (j)           To
        make alterations or additions to and to build additional stories on the Building
        and to build additional buildings or improvements on the Property;
        and
 
 (k)           To
        install vending machines of all kinds in the Leased Premises and the Building,
        and to receive all of the revenue derived therefrom, provided, however, that
        no
        vending machines shall be installed by Landlord in the Leased Premises unless
        Tenant so requests.
 
 Landlord
        further reserves the exclusive right to the roof of the Building.  No
        easement for light, air, or view is included in the leasing of the Leased
        Premises to Tenant.  Accordingly, any diminution or shutting off of
        light, air or view by any structure which may be erected on the Property
        or
        other properties in the vicinity of the Building shall in no way affect this
        Lease or impose any liability upon Landlord.
  
 22
 **EXHIBIT
              10.1 - continued**
  29. **EMINENT
        DOMAIN**
 
 29.1           Taking.  If
        the whole of the Building is lawfully and permanently taken by condemnation
        or
        any other manner for any public or quasi-public purpose, or by deed in lieu
        thereof, this Lease shall terminate as of the date of vesting of title in
        such
        condemning authority and the Monthly Basic Rent and Additional Rent shall
        be pro
        rated to such date.  If any part of the Building or Property is so
        taken, or if the whole of the Building is taken, but not permanently, then
        this
        Lease shall be unaffected thereby, except that (a) Landlord may terminate
        this
        Lease by notice to Tenant within ninety (90) days after the date of vesting
        of
        title in the condemning authority, and (b) if twenty percent (20%) or more
        of
        the Leased Premises shall be permanently taken and the remaining portion
        of the
        Leased Premises shall not be reasonably sufficient for Tenant to continue
        operation of its business, Tenant may terminate this Lease by notice to Landlord
        within ninety (90) days after the date of vesting of title in such condemning
        authority.  This Lease shall terminate on the thirtieth (30th) day
        after receipt by Landlord of such notice, by which date Tenant shall vacate
        and
        surrender the Leased Premises to Landlord.  The Monthly Basic Rent and
        Additional Rent shall be pro rated to the earlier of the termination of this
        Lease or such date as Tenant is required to vacate the Leased Premises by
        reason
        of the taking.  If this Lease is not terminated as a result of a
        partial taking of the Leased Premises, the Monthly Basic Rent and Additional
        Rent shall be equitably adjusted according to the rentable area of the Leased
        Premises and Building remaining.
 
 29.2           Award.  In
        the event of a taking of all or any part of the Building or the Property,
        all of
        the proceeds or the award, judgment, settlement or damages payable by the
        condemning authority, **except an amount equal to not less than the
        unamortized portion of tenant improvements initially installed by
        Tenant**, shall be and remain the sole and exclusive property of
        Landlord, and Tenant hereby assigns all of its right, title and interest
        in and
        to any such award, judgment, settlement or damages to Landlord**;
        provided, Landlord shall, immediately upon receipt of such payment, remit
        to
        Tenant a sum equal to the unamortized portion of Tenant’s
        improvements.**  Tenant shall, however, have the right, to the
        extent that the same shall not reduce or prejudice amounts available to
        Landlord, to claim from the condemning authority, but not from Landlord,
        such
        compensation as may be recoverable by Tenant in its own right for relocation
        benefits, moving expenses, and damage to Tenant's personal property and trade
        fixtures.
 
 30. **NOTICES**
 
 Any
        notice or communication given under the terms of this Lease shall be in writing
        and shall be delivered in person, sent by any public or private express delivery
        service or deposited with the United States Postal Service or a successor
        agency, certified or registered mail, return receipt requested, postage
        pre-paid, addressed as set forth in the Basic Provisions, or at such other
        address as a party may from time to time designate by notice
        hereunder.  Notice shall be effective upon delivery.  The
        inability to deliver a notice because of a changed address of which no notice
        was given or a rejection or other refusal to accept any notice shall be deemed
        to be the receipt of the notice as of the date of such inability to deliver
        or
        rejection or refusal to accept.  Any notice to be given by Landlord
        may be given by the legal counsel and/or the authorized agent of
        Landlord.
 
 31. **RULES
        AND
        REGULATIONS**
 
 Tenant
        shall abide by all rules and regulations (the "Rules and Regulations") of
        the Building and the Property imposed by Landlord, as attached hereto as
        Exhibit
        "E" or as may hereafter be issued by Landlord.  Such Rules and
        Regulations are imposed to enhance the cleanliness, appearance, maintenance,
        order and use of the Leased Premises, the Building and the Property, and
        the
        proper enjoyment of the Building and the Property by all tenants and their
        clients, customers and employees.  The Rules and Regulations may be
        changed from time to time upon ten (10) days notice to Tenant.  Breach
        of the Rules and Regulations, by Tenant shall constitute an Event of Default
        if
        such breach is not fully cured within ten (10) days after written notice
        to
        Tenant by Landlord.  Landlord shall not be responsible to Tenant for
        nonperformance by any other tenant, occupant or invitee of the Building or
        the
        Property of any Rules or Regulations.
 
  
 23
 **EXHIBIT
              10.1 - continued**
  32. **ACCORD
        AND
        SATISFACTION**
  No
        payment by Tenant or receipt by Landlord of a lesser amount than the monthly
        installment of Monthly Basic Rent and Additional Rent (jointly called "Rent"
        in
        this Article 32), shall be deemed to be other than on account of the
        earliest stipulated Rent due and not yet paid, nor shall any endorsement
        or
        statement on any check or any letter accompanying any check or payment as
        Rent
        be deemed an accord and satisfaction.  Landlord may accept such check
        or payment without prejudice to Landlord's right to recover the balance of
        such
        Rent or to pursue any other remedy in this Lease.  No receipt of money
        by Landlord from Tenant after the termination of this Lease, after the service
        of any notice relating to the termination of this Lease, after the commencement
        of any suit, or after final judgment for possession of the Leased Premises,
        shall reinstate, continue or extend the Lease Term or affect any such notice,
        demand, suit or judgment.
 
 33. **BANKRUPTCY
        OF TENANT**
 
 33.1           Chapter
        7.  If a petition is filed by, or an order for relief is entered
        against Tenant under Chapter 7 of the Bankruptcy Code and the trustee of
        Tenant
        elects to assume this Lease for the purpose of assigning it, the election
        or
        assignment, or both, may be made only if all of the terms and conditions
        of
Articles 33.2 and 33.4 below are satisfied.  If the trustee
        fails to elect to assume this Lease for the purpose of assigning it within
        sixty
        (60) days after appointment, this Lease will be deemed to have been
        rejected.  To be effective, an election to assume this Lease must be
        in writing and addressed to Landlord and, in Landlord's business judgment,
        all
        of the conditions hereinafter stated, which Landlord and Tenant acknowledge
        to
        be commercially reasonable, must have been satisfied.  Landlord shall
        then immediately be entitled to possession of the Premises without further
        obligation to Tenant or the trustee, and this Lease will be
        terminated.  Landlord's right to be compensated for damages in the
        bankruptcy proceeding, however, shall survive.
 
 33.2           Chapters
        11 and 13.  If Tenant files a petition for reorganization under
        Chapters 11 or 13 of the Bankruptcy Code or a proceeding that is filed by
        or
        against Tenant under any other chapter of the Bankruptcy Code is converted
        to a
        Chapter 11 or 13 proceeding and Tenant's trustee or Tenant as a
        debtor-in-possession fails to assume this Lease within sixty (60) days from
        the
        date of the filing of the petition or the conversion, the trustee or the
        debtor-in-possession will be deemed to have rejected this Lease.  To
        be effective, an election to assume this Lease must be in writing and addressed
        to Landlord and, in Landlord's business judgment, all of the following
        conditions, which Landlord and Tenant acknowledge to be commercially reasonable,
        must have been satisfied:
 
 (a)           The
        trustee or the debtor-in-possession has cured or has provided to Landlord
        adequate assurance, as defined in this Article 33.2, that;
 
 (1)           The
        trustee will cure all monetary defaults under this Lease within ten (I 0)
        days
        from the date of the assumption; and
 
 (2)           The
        trustee will cure all non-monetary defaults under this Lease within thirty
        (30)
        days from the date of the assumption.
 
 (b)           The
        trustee or the debtor-in-possession has compensated Landlord, or has provided
        to
        Landlord adequate assurance, as defined in this Article 33.2, that within
        ten (10) days from the date of the assumption Landlord will be compensated
        for
        any pecuniary loss it incurred arising from the default of Tenant, the trustee,
        or the debtor-in-possession as recited in Landlord's written statement of
        pecuniary loss sent to the trustee or the debtor-in-possession.  For
        purposes of this Lease, pecuniary loss shall include all attorneys' fees
        and
        court costs incurred by Landlord in connection with any bankruptcy proceeding
        filed by or against Tenant.
 
 (c)           The
        trustee or the debtor-in-possession has provided Landlord with adequate
        assurance of the future performance of each of Tenant's obligations under
        the
        Lease; provided, however, that:
 
 (1)           The
        trustee or debtor-in-possession will also deposit with Landlord as security
        for
        the timely payment of Monthly Basic Rent and Additional Rent, an amount equal
        to
        three months Monthly Basic Rent and Additional Rent accruing under this
        Lease.
   24
 **EXHIBIT
            10.1 - continued**
   (2)           If
        not otherwise required by the terms of this Lease, the trustee or the
        debtor-in-possession will also pay in advance, on each day that the Monthly
        Basic Rent is payable, one twelfth of Tenant's estimated annual obligations
        under the Lease for the Additional Rent.
 
 (3)           From
        and after the date of the assumption of this Lease, the trustee or the
        debtor-in-possession will pay the Monthly Basic Rent and Additional
        Rent.
 
 (4)           The
        obligations imposed upon the trustee or the debtor-in-possession will continue
        for Tenant after the completion of bankruptcy proceedings.
 
 (d)           Landlord
        has determined that the assumption of the Lease will not:
 
 (1)           Breach
        any provisions in any other lease, mortgage, financing agreement, or other
        agreement by which Landlord is bound relating to the Property; or
 
 (2)           Disrupt,
        in Landlord's judgment, the tenant mix of the Building or any other attempt
        by
        Landlord to provide a specific variety of Tenants in the Building that, in
        Landlord's judgment, would be most beneficial to all of the tenants of the
        Building and would enhance the image, reputation, and profitability of the
        Building.
 
 (e)           For
        purposes of this Article 33.2 "adequate assurance" means
        that:
 
 (1)           Landlord
        will determine that the trustee or the debtor-in-possession has, and will
        continue to have, sufficient unencumbered assets after the payment of all
        secured obligations and administrative expenses to assure Landlord that the
        trustee or the debtor-in-possession will have sufficient funds to fulfill
        Tenant's obligations under this Lease and to keep the Leased Premises properly
        staffed with sufficient employees to conduct a fully operational, actively
        promoted business on the Leased Premises; and
 
 (2)           An
        order will have been entered segregating sufficient cash payable to Landlord
        and/or a valid and perfected first lien and security interest will have been
        granted in property of Tenant, trustee, or debtor-in-possession that is
        acceptable for value and kind to Landlord, to secure to Landlord the obligation
        of the trustee or debtor-in-possession to cure the monetary or non-monetary
        defaults under this Lease within the time periods set forth above.
 
 33.3           Landlord's
        Right to Terminate.  In the event that this Lease is assumed by a
        trustee appointed for Tenant or by Tenant as debtor-in-possession under the
        provisions of Article 33.2 above and, thereafter, Tenant is either adjudicated
        a
        bankrupt or files a subsequent petition for arrangement under chapter I 1
        of the
        Bankruptcy Code, then Landlord may terminate, at its option, this Lease and
        all
        Tenant's rights under it, by giving written notice of Landlord's election
        to
        terminate.
 
 33.4           Assignment
        by Trustee.  If the trustee or the debtor-in-possession has
        assumed the Lease, under the terms of Article 33.1 or 33.2 above, and
        elects to assign Tenant's interest under this Lease or the estate created
        by
        that interest to any other person, that interest or estate may be assigned
        only
        if Landlord acknowledges in writing that the intended assignee has provided
        adequate assurance, as defined in this Article 33.4, of future
        performance of all of the terms, covenants, and conditions of this Lease
        to be
        performed by Tenant.
 
 33.5           Adequate
        Assurance.  For the purposes of this Article 33 "adequate
        assurance of future performance" means that Landlord has ascertained that
        each of the following conditions has been satisfied:
 
 (1)           The
        assignee has submitted a current financial statement, audited by a certified
        public accountant, that shows a net worth and working capital in amounts
        determined by Landlord to be sufficient to assure the future performance
        by the
        assignee of Tenant's obligations under this Lease,
 
 (2)           If
        requested by Landlord, the assignee will obtain guarantees, in form and
        substance satisfactory to Landlord from one or more persons who satisfy
        Landlord's standards of creditworthiness;
 
 25
 **EXHIBIT
              10.1 - continued**
 
 
 (3)           Landlord
        has obtained all consents or waivers from any third party required under
        any
        lease, mortgage, financing arrangement or other agreement by which Landlord
        is
        bound, to enable Landlord to permit the assignment;
 
 (4)           When,
        pursuant to the Bankruptcy Code, the trustee or the debtor-in-possession
        is
        obligated to pay reasonable use and occupancy charges for the use of all
        or part
        of the Leased Premises, the charges will not be less than the Monthly Basic
        Rent
        and Additional Rent.
 
 33.6           Consent
        of Landlord.  Neither Tenant's interest in the Lease nor any
        estate of Tenant created in the Lease will pass to any trustee, receiver,
        assignee for the benefit of creditors, or any other person or entity, or
        otherwise by operation of law under the laws of any state having jurisdiction
        of
        the person or property of Tenant unless Landlord consents in writing to the
        transfer.  Landlord's acceptance of Monthly Basic Rent or Additional
        Rent or any other payments from any trustee, receiver, assignee, person,
        or
        other entity will not be deemed to have waived, or waive, the need to obtain
        Landlord's consent or Landlord's right to terminate this Lease for any transfer
        of Tenant's interest under this Lease without that consent.
 
 34. **HAZARDOUS
        MATERIALS**
 
 34.1           Hazardous
        Materials Laws."Hazardous Materials Laws" means any and all federal,
        state or local laws, ordinances, rules, decrees, orders, regulations or court
        decisions (including the so-called "common-law") relating to hazardous
        substances, hazardous materials, hazardous waste, toxic substances,
        environmental conditions on, under or about the Premises, or soil and ground
        water conditions, including, but not limited to, the Comprehensive Environmental
        Response, Compensation and Liability Act of 1980 ("CERCLA"), as amended,
        42 U.S.C. §9601, et seq., the Resource Conversation and Recovery Act
("RCRA"), 42 U.S.C. §6901, et seq., the Hazardous Materials
        Transportation Act, 49 U.S.C. §1801, et seq., any amendments to the foregoing,
        and any similar federal, state or local laws, ordinances, rules, decrees,
        orders
        or regulations.
 
 34.2           Hazardous
        Materials."Hazardous Materials" means any chemical, compound,
        material, substance or other matter that: (i) is a flammable explosive,
        asbestos, radioactive material, nuclear medicine material, drug, vaccine,
        bacteria, virus, hazardous waste, toxic substance, petroleum product, or
        related
        injurious or potentially injurious material, whether injurious or potentially
        injurious by itself or in combination with other materials; (ii) is controlled,
        designated in or governed by any Hazardous Materials Law; (iii) gives rise
        to
        any reporting, notice or publication requirements under any Hazardous Materials
        Law; or (iv) gives rise to any liability, responsibility or duty on the part
        of
        Tenant or Landlord with respect to any third person under any Hazardous
        Materials Law.
 
 34.3           Use.  Tenant
        shall not allow any Hazardous Material to be used, generated, released, stored
        or disposed of on, under or about, or transported from, the Leased Premises,
        the
        Building or the Property, unless: (i) such use is specifically disclosed
        to and
        approved by Landlord in writing prior to such use; and (ii) such use is
        conducted in compliance with the provisions of this Article
        34.  Landlord may approve such use subject to reasonable conditions to
        protect the Leased Premises, the Building or the Property, and Landlord's
        interests.  Landlord may withhold approval if Landlord determines that
        such proposed use involves a material risk of a release or discharge of
        Hazardous Materials or a violation of any Hazardous Materials Laws or that
        Tenant has not provided reasonable assurances of its ability to remedy such
        a
        violation and fulfill its obligations under this Article 34.
 
 34.4           Compliance
        With Laws.  Tenant shall strictly comply with, and shall maintain
        the Leased Premises in compliance with, all Hazardous Materials
        Laws.  Tenant shall obtain and maintain in full force and effect all
        permits, licenses and other governmental approvals required for Tenant's
        operations on the Leased Premises under any Hazardous Materials Laws and
        shall
        comply with all terms and conditions thereof.  At Landlord's request,
        Tenant shall deliver copies of, or allow Landlord to inspect, all such permits,
        licenses and approvals.  Tenant shall perform any monitoring,
        investigation, clean-up, removal and other remedial work (collectively,
"Remedial Work") required as a result of any release or discharge of
        Hazardous Materials affecting the Leased Premises, the Building or the Property,
        or any violation of Hazardous Materials Laws by Tenant or any assignee or
        sublessee of Tenant or their respective agents, contractors, employees,
        licensees, or invitees.
 
 26
 **EXHIBIT
              10.1 - continued**
   Landlord
        shall have the right to intervene in any governmental action or proceeding
        involving any Remedial Work, and to approve performance of the work, in order
        to
        protect Landlord's interests.
 
 34.5           Compliance
        With Insurance Requirements.  Tenant shall comply with the
        requirements of Landlord's and Tenant's respective insurers regarding Hazardous
        Materials and with such insurers' recommendations based upon prudent industry
        practices regarding management of Hazardous Materials.
 
 34.6           Notice:
        Reporting.  Tenant shall notify Landlord, in writing, as soon as
        reasonably possible, but in no event later than two (2) days after any of
        the
        following: (a) a release or discharge of any Hazardous Material, whether
        or not
        the release or discharge is in quantities that would otherwise be reportable
        to
        a public agency; (b) Tenant's receipt of any order of a governmental agency
        requiring any Remedial Work pursuant to any Hazardous Materials Laws; (c)
        Tenant's receipt of any warning, notice of inspection, notice of violation
        or
        alleged violation, or Tenant's receipt of notice or knowledge of any proceeding,
        investigation of enforcement action, pursuant to any Hazardous Materials
        Laws;
        or (d) Tenant's receipt of notice or knowledge of any claims made or threatened
        by any third party against Tenant or the Leased Premises, the Building or
        the
        Property, relating to any loss or injury resulting from Hazardous
        Materials.  Tenant shall deliver to Landlord copies of all test
        results, reports and business or management plans required to be filed with
        any
        governmental agency pursuant to any Hazardous Materials Laws.
 
 34.7           Termination;
        Expiration.  Upon the termination or expiration of this Lease,
        Tenant shall remove any equipment, improvements or storage facilities utilized
        in connection with any Hazardous Materials and shall, clean up, detoxify,
        repair
        and otherwise restore the Leased Premises to a condition free of Hazardous
        Materials.
 
 34.8           Indemnity.  Tenant
        shall protect, indemnify, defend and hold Landlord harmless from and against,
        and shall be responsible for, any and all claims, costs, expenses, suits,
        judgments, actions, investigations, proceedings and liabilities arising out
        of
        or in connection with any breach of any provisions of this Article 34 or
        directly or indirectly arising out of the use, generation, storage, release,
        disposal or transportation of Hazardous Materials by Tenant or any sublessee
        or
        assignee of Tenant, or their respective agents, contractors, employees,
        licensees, or invitees, on, under or about the Leased Premises, the Building
        or
        the Property during the Lease Term or Tenant's occupancy of the Leased Premises,
        including, but not limited to, all foreseeable and unforeseeable consequential
        damages and the cost of any Remedial Work.  Neither the consent by
        Landlord to the use, generation, storage, release, disposal or transportation
        of
        Hazardous Materials nor the strict compliance with all Hazardous Material
        Laws
        shall excuse Tenant from Tenant's indemnification obligations pursuant to
        this Article 34.  The foregoing indemnity shall be in addition
        to and not a limitation of the indemnification provisions of Article 16
        of this Lease.  Tenant's obligations pursuant to this Article
        34 shall survive the termination or expiration of this Lease.
 
 34.9           Assignment;
        Subletting.  If Landlord's consent is required for an assignment
        of this Lease or a subletting of the Leased Premises, Landlord shall have
        the
        right to refuse such consent if the possibility of a release of Hazardous
        Materials is materially increased as a result of the assignment or sublease
        or
        if Landlord does not receive reasonable assurances that the new tenant has
        the
        experience and the financial ability to remedy a violation of the Hazardous
        Materials Laws and fulfill its obligations under this Article
        34.
  34.10          Entry
        and Inspection; Cure.  Landlord and its agents, employees and
        contractors, shall have the right, but not the obligation, to enter the Leased
        Premises at all reasonable times to inspect the Leased Premises and Tenant's
        compliance with the terms and conditions of this Article 34, or to
        conduct investigations and tests.  No prior notice to Tenant shall be
        required in the event of an emergency, or if Landlord has reasonable cause
        to
        believe that violations of this Article 34 have occurred, or if Tenant
        consents at the time of entry.  In all other cases, Landlord shall
        give at least twenty-four (24) hours prior notice to Tenant.  Landlord
        shall have the right, but not the obligation, to remedy any violation by
        Tenant
        of the provisions of this Article 34 or to perform any Remedial Work
        which is necessary or appropriate as a result of any governmental order,
        investigation or proceeding.  Tenant shall pay, upon demand, as
        Additional Rent, all costs incurred by Landlord in remedying such violations
        or
        performing all Remedial Work, plus interest thereon at the Default Rate from
        the
        date of demand until the date received by Landlord.
 
 27
 **EXHIBIT
              10.1 - continued**
 
 
 34.11          Event
        of Default.  The release or discharge of any Hazardous Material or
        the violation of any Hazardous Materials Law shall constitute an Event of
        Default by Tenant under this Lease.  In addition to and not in lieu of
        the remedies available under this Lease as a result of such Event of Default,
        Landlord shall have the right, without terminating this Lease, to require
        Tenant
        to suspend its operations and activities on the Leased Premises until Landlord
        is satisfied that appropriate Remedial Work has been or is being adequately
        performed and Landlord's election of this remedy shall not constitute a waiver
        of Landlord's right thereafter to pursue the other remedies set forth in
        this
        Lease.
 
 35. **RESTRICTIONS**
 
 Tenant
        and all persons in possession or holding under Tenant shall conform to and
        shall
        not violate the terms of any matters of record.  No use or operation
        will be made, conducted or permitted by Tenant on or with respect to all
        or any
        part of the Property which is obnoxious to or out of harmony with the
        development or operation of similar properties, including, without limitation,
        the following: (a) any public or private nuisance; (b) any noise or sound
        that
        is objectionable due to intermittency, beat, frequency, shrillness or loudness;
        (c) any obnoxious odor; (d) any noxious, toxic, caustic or corrosive fuel
        or
        gas; (e) any dust, dirt or fly ash in excessive quantities; (f) any unusual
        fire, explosion or other damaging or dangerous hazard; (g) any activity outside
        the ordinary course of business which physically and substantially interferes
        with the business of any other tenant or any other individual or entity using
        any portion of the Property; (h) the violation of any law, ordinance, or
        rule or
        regulation of any governmental authority having jurisdiction over the Property;
        or (i) for any other unreasonable use of the Property not compatible with
        the
        operation of a first-class industrial office development, including, without
        limitation, advertising media which can be heard or experienced in an annoying
        manner from the exterior of the Building, the Premises or the Property, or
        other
        improvement from which it emanates, such a searchlights, loud speakers,
        phonographs, radios or television.
 
 36. **MISCELLANEOUS**
 
 36.1           Entire
        Agreement, Amendments.  This Lease and any Exhibits and Riders
        attached hereto and forming a part hereof, set forth all of the covenants,
        promises, agreements, conditions and under­standings between Landlord and
        Tenant concerning the Leased Premises and there are no covenants, promises,
        agreements, representations, warranties, conditions or understandings either
        oral or written between them other than as contained in this
        Lease.  Except as otherwise provided in this Lease, no subsequent
        alteration, amendment, change or addition to this Lease shall be binding
        unless
        it is in writing and signed by both Landlord and Tenant.
 
 36.2           Time
        of the Essence.  Time is of the essence of each and every term,
        covenant and condition of this Lease.
 
 36.3           Binding
        Effect.  The covenants and conditions of this Lease shall, subject
        to the restrictions on assignment and subletting, apply to and bind the heirs,
        executors, administrators, personal representatives, successors and assigns
        of
        the parties hereto.
 
 36.4           Recordation.  Neither
        this Lease nor any memorandum hereof shall be recorded by Tenant.  At
        the sole option of Landlord, Tenant and Landlord shall execute, and Landlord
        may
        record, a short form memorandum of this Lease in form and substance satisfactory
        to Landlord.
 
 36.5           Governing
        Law.  This Lease and all the terms and conditions thereof shall be
        governed by and construed in accordance with the laws of the State of
        Arizona.
 
 36.6           Defined
        Terms and Paragraph Headings.  The words "Landlord" and
"Tenant" as used in this Lease shall include the plural as well
        as the
        singular.  Words used in masculine gender include the feminine and
        neuter.  If there is more than one Tenant, the obligations in this
        Lease imposed upon Tenant shall be joint and several.  The paragraph
        headings and titles to the paragraphs of this Lease are not a part of this
        Lease
        and shall have no effect upon the construction or interpretation of any part
        hereof.
 
 28
 **EXHIBIT
              10.1 - continued**
  
 36.7           Representations
        and Warranties of Tenant.  Tenant represents and warrants to
        Landlord as follows:
 
 (a)           Tenant
        has been duly organized, is validly existing, and is in good standing under
        the
        laws of its state of Delaware****and is
        qualified****to transact business in Arizona.  All
        necessary action on the part of Tenant has been taken to authorize the
        execution, delivery and performance of this Lease and of the other documents,
        instruments and agreements, if any, provided for herein.  The persons
        who have executed this Lease on behalf of Tenant are duly authorized to do
        so;
 
 (b)           This
        Lease constitutes the legal, valid and binding obligation of Tenant, enforceable
        against Tenant in accordance with its terms, subject, however, to bankruptcy,
        insolvency, reorganization, arrangement, moratorium or other similar laws
        relating to or affecting the rights of creditors generally, general principles
        of equity, whether enforceability is considered in a proceeding in equity
        or at
        law, and to the qualification that certain waivers, procedures, remedies
        and
        other provisions of this Lease may be unenforceable under or limited by
        applicable law, however, none of the foregoing shall prevent the practical
        realization to Landlord of the benefits intended by this Lease;
 
 (c)           To
        the best of its knowledge, there are no suits, actions, proceedings or
        investigations pending, or to the best of its knowledge, threatened against
        or
        involving Tenant before any court, arbitrator or administrative or governmental
        body which might reasonably result in any material adverse change in the
        contemplated business, condition or operations of Tenant;
 
 (d)           To
        the best of its knowledge, Tenant is not, and the execution, delivery and
        performance of this Lease and the documents, instruments and agreements,
        if any,
        provided for herein will not result in any breach of or default under any
        other
        document, instrument or agreement to which Tenant is a party or by which
        Tenant
        is subject or bound;
 
 (e)           To
        the best of its knowledge, Tenant has obtained all required licenses and
        permits, both governmental and private, to use and operate the Leased Premises
        in the manner intended by this Lease; and
 
 (f)           All
        financial statements, tax returns and other financial information delivered
        by
        Tenant to Landlord prior to the execution of this Lease is true, correct
        and
        complete in all material respects and all financial statements, tax returns
        or
        other financial information to be delivered by Tenant to Landlord subsequent
        to
        the execution of this Lease shall be true, correct and complete in all material
        respects.
 
 36.8           No
        Waiver.  The failure of either party to insist in any one or more
        instances upon the strict performance of any one or more of the obligations
        of
        this Lease, or to exercise any election herein contained, shall not be construed
        as a waiver or relinquishment for the future of the performance of such one
        or
        more obligations of this Lease or the right to exercise such election, but
        the
        same shall continue and remain in full force and effect with respect to any
        subsequent breach, act or omission.
 
 36.9           Severability.  If
        any clause or provision of this Lease is or becomes illegal or unenforceable
        because of any present or future law or regulation of any governmental body
        or
        entity effective during the Lease Term, the intention of the parties is that
        the
        remaining provisions of this Lease shall not be affected thereby.
 
 36.10          Exhibits.  If
        any provision contained in an Exhibit, Rider or Addenda to this Lease is
        inconsistent with any other provision of this Lease, the provision contained
        in
        this Lease shall supersede the provisions contained in such Exhibit, Rider
        or
        Addenda, unless otherwise provided.
 
 36.11          Fair
        Meaning.  The language of this Lease shall be construed to its
        normal and usual meaning and not strictly for or against either Landlord
        or
        Tenant.  Landlord and Tenant acknowledge and agree that each party has
        reviewed and revised this Lease and that any rule of construction to the
        effect
        that ambiguities are to be resolved against the drafting party shall not
        apply
        to the interpretation of this Lease, or any Exhibits, Riders or amendments
        hereto.
 
 29
 **EXHIBIT
              10.1 - continued**
  
 36.12          No
        Merger.  The voluntary or other surrender of this Lease by Tenant
        or a mutual cancellation of this Lease shall not work as a merger and shall,
        at
        Landlord's option, either terminate any or all existing subleases or
        subtenancies, or operate as an assignment to Landlord of any or all of such
        subleases or subtenancies.
 
 36.13          Force
        Majeure.  Any prevention, delay or stoppage due to strikes,
        lockouts, labor disputes, acts of God, inability to obtain labor or materials
        for reasonable substitutes therefor, governmental restrictions, regulations
        or
        controls, judicial orders, enemy or hostile government actions, civil commotion,
        fire or other casualty and other causes beyond the reasonable control of
        Landlord shall excuse the Landlord's performance hereunder for the period
        of any
        such prevention, delay, or stoppage.
 
 36.14          Government
        Energy or Utility Controls.  In the event of the imposition of
        federal, state or local governmental controls, rules, regulations or
        restrictions on the use or consumption of energy or other utilities during
        the
        Lease Term, both Landlord and Tenant shall be bound thereby.  In the
        event of a difference in interpretation of any governmental control, rule,
        regulation or restriction between Landlord and Tenant, the interpretation
        of
        Landlord shall prevail, and Landlord shall have the right to enforce compliance,
        including the right of entry into the Leased Premises to effect
        compliance.
 
 36.15          Shoring.  If
        any excavation or construction is made adjacent to, upon or within the Building,
        or any part thereof, Tenant shall afford to any and all persons causing or
        authorized to cause such excavation or construction license to enter onto
        the
        Leased Premises for the purpose of doing such work as such persons shall
        deem
        necessary to preserve the Building or any portion thereof from injury or
        damage
        and to support the same by proper foundations, braces and supports without
        any
        claim for damages, indemnity or abatement of Monthly Basic Rent or Additional
        Rent or for a constructive or actual eviction of Tenant.
 
 36.16          Transfer
        of Landlord's Interest.  The term "Landlord" as used in
        this Lease, insofar as the covenants or agreements on the part of the Landlord
        are concerned, shall be limited to mean and include only the owner or owners
        of
        Landlord's interest in this Lease at the time in question.  Upon any
        transfer or transfers of such interest, the Landlord herein named (and in
        the
        case of any subsequent transfer, the then transferor) shall thereafter be
        relieved of all liability for the performance of any covenants or agreements
        on
        the part of the Landlord contained in this Lease.
 
 36.17          Limitation
        on Landlord's Liability.  If Landlord becomes obligated to pay
        Tenant any judgment arising out of any failure by the Landlord to perform
        or
        observe any of the terms, covenants, conditions or provisions to be performed
        or
        observed by Landlord under this Lease, Tenant shall be limited in the
        satisfaction of such judgment solely to Landlord's interest in the Building
        and
        the Property or any proceeds arising from the sale thereof and no other property
        or assets of Landlord or the individual partners, directors, officers or
        shareholders of Landlord or its constituent partners shall be subject to
        levy,
        execution or other enforcement procedure whatsoever for the satisfaction
        of any
        such money judgment.
 
 36.18          Brokerage
        Fees.  Tenant warrants and represents that it has not dealt with
        any Realtor, broker or agent in connection with this Lease except the Broker
        identified in Article 1.19 above.  Tenant shall indemnify,
        defend and hold Landlord harmless from and against, and shall be responsible
        for, any cost, expense or liability (including the cost of suit and reasonable
        attorneys' fees) for any compensation, commission or charges claimed by any
        other Realtor, broker or agent in connection with this Lease or by reason
        of any
        act of Tenant.
 
 36.19          Continuing
        Obligations.  All obligations of Lessee hereunder not fully
        performed as of the expiration or earlier termination of this Lease shall
        survive the expiration or earlier termination of this Lease, including, without
        limitation, all payment obligations with respect to Monthly Basic Rent,
        Additional Rent and all obligations concerning the condition of the
        Premises.
 
 36.20          Financial
        Statements.  If Landlord shall so request, Tenant shall, within
        thirty (30) days after receipt of such request, deliver to Landlord its most
        current financial statements including a balance sheet, a statement of income
        and expenses, and a statement of cash flows, all in reasonable detail and
        prepared according to generally accepted accounting principles, consistently
        applied.  Year-end statements shall be reviewed by an independent
        certified public accountant and interim statements shall be certified by
        Tenant,
        if Tenant is an individual, by the chief financial officer of Tenant, if
        Tenant
        is a corporation, by the manager or a member of Tenant if Tenant is a limited
        liability company or by a general partner of Tenant, if Tenant is a
        partnership.  Tenant shall supply Landlord with audited financial
        statements if Tenant prepares audited financial statements in the ordinary
        course of its business.
 
 30
 **EXHIBIT
              10.1 - continued**
  
 IN
        WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the date
        and
        year first above written.
   **LANDLORD:**
                **ACOMA,
                  LLC,**a Virginia limited liability companyBy:
              /s/  Martin
                DehaanMartin H. DeHaan, Member**TENANT:**
                **STUDIO
                  ONE MEDIA, INC.**, a Delaware corporationBy:
              /s/  Kenneth
                PinckardName:
              Kenneth PinckardIts:
              Vice President
       
 31
 **EXHIBIT
            10.1 - continued**
  If
        Tenant
        is a CORPORATION, the authorized officers must sign on behalf of the
        corporation and indicate the capacity in which they are signing.  The
        Lease must be executed by the president or vice-president and the
        secretary or assistant secretary, unless the bylaws or a resolution of
        the board of directors shall otherwise provide, in which event, the bylaws
        or a
        certified copy of the resolution, as the case may be, must be attached to
        this
        Lease.
      
 
 32
 **EXHIBIT
              10.1 - continued**
 
 **EXHIBIT
        "A"**
  **SITE
        PLAN**
 
 
 
  
 
 33
 **EXHIBIT
              10.1 - continued**
  **EXHIBIT
        "B"**
  **DESCRIPTION
        OF THE PROPERTY**
 
 
 Legal
        Description:  Unit 8 of Acoma Business Center, a condominium as
        created by that certain Declaration recorded August 26, 1997 in 97-586525,
        and
        as shown on the plat of said condominium recorded in Book 448 of Maps, Page
        20,
        and amended in Book 450 of Maps, Page 17, in the office of the County Recorder
        of Maricopa County, Arizona.
 
 
 
  
 
 34
 **EXHIBIT
              10.1 - continued**
  **EXHIBIT
        "C"**
  **FLOOR
        PLAN**
 
 
 (To
        be
        inserted when completed and approved)
   
 
 
 
 35
 **EXHIBIT
              10.1 - continued**
 
 **EXHIBIT
        "E"**
 
 **RULES
        AND REGULATIONS**
 
 1.           Unless
        otherwise specifically defined herein, all capitalized terms in these Rules
        and
        Regulations shall have the meaning set forth in the Lease to which these
        Rules
        and Regulations are attached.
 
 2.           The
        sidewalks, driveways, entrances, passages, courts, elevators, vestibules,
        stairways, corridors or halls of the Building and the Property shall not
        be
        obstructed or encumbered or used for any purpose other than ingress and egress
        to and from the premises demised to any tenant or occupant.  The
        halls, passages, exits, entrances, elevators, stairways, balconies and roof
        are
        not for the use of the general public, and the Landlord shall in all cases
        retain the right to control and prevent access thereto by all persons whose
        presence in the judgment of Landlord shall be prejudicial to the safety,
        character, reputation and interests of the Building and its
        tenants.
 
 3.           No
        awnings or other projection shall be attached to the outside walls or windows
        of
        the Building.  No curtains, blinds, shades, or screens shall be
        attached to or hung in, or used in connection with, any window or door of
        the
        premises demised to any tenant or occupant, without the prior written consent
        of
        Landlord.  All electrical fixtures hung in any premises demised to any
        tenant or occupant must be of a type, quality, design, color, size and general
        appearance approved by Landlord.
 
 4.           No
        tenant shall place objects against glass partitions, doors or windows which
        would be in sight from the Building corridors or from the exterior of the
        Building and such tenant will promptly remove any such objects when requested
        to
        do so by Landlord.
 
 5.           The
        windows and doors that reflect or admit light and air into the halls,
        passageways or other public places in the Building shall not be covered or
        obstructed, nor shall any bottles, parcels, or other articles be placed on
        any
        window sills.
 
 6.           No
        show cases or other articles shall be put in front of or affixed to any part
        of
        the exterior of the Building or the other buildings in the Property, nor
        placed
        in the halls, corridors, walkways, landscaped areas, vestibules or other
        public
        parts of the Building or the Property.
 
 7.           The
        restrooms, water and wash closets and other plumbing fixtures shall not be
        used
        for any purposes other than those for which they were constructed, and no
        sweepings, rubbish, rags or other substances shall be thrown
        therein.  The reasonable costs incurred by Landlord (a) for extra
        cleaning in any restroom, water or wash closet required because of any misuse
        of
        such restroom, water or wash closet, and/or (b) to repair any damage resulting
        from any misuse of the fixtures will be borne by the tenant who, or whose
        employees, agents, visitors or licensees, caused the same.  No tenant
        shall bring or keep, or permit to be brought or kept, any flammable,
        combustible, explosive or hazardous fluid, material, chemical or substance
        in or
        about the premises demised to such tenant or the Property.
 
 8.           No
        tenant or occupant shall mark, paint, drill into, or in any way deface any
        part
        of the Property, the Building or the premises demised to such tenant or
        occupant.  No boring, cutting or strings of wires shall be permitted,
        except with the prior consent of Landlord, and as Landlord may
        direct.  No tenant or occupant shall install any resilient tile or
        similar floor covering in the premises demised to such tenant or occupant
        except
        in a manner approved by Landlord,
 
 9.           Any
        carpeting cemented down by a tenant shall be installed with a releasable
        adhesive.  In the event of a violation of the foregoing by a tenant,
        Landlord may charge the expense incurred in such removal to such
        tenant.
 
 10.           No
        bicycles, vehicles or animals of any kind (except seeing eye dogs) shall
        be
        brought into or kept in or about the premises demised to any
        tenant.   No tenant shall cause or permit any unusual or
        objectionable odors to emanate from the premises demised to such
        tenant.
 
 36
 **EXHIBIT
              10.1 - continued**
 
 11.           No
        space in the Building or the Property shall be used for manufacturing, for
        the
        storage of merchandise, or for the sale of merchandise, goods or property
        of any
        kind at auction.
 
 12.           No
        tenant and no employee, visitor, agent, or licensee of any Tenant shall make,
        or permit
        to
        be made, any unseemly or disturbing noises or vibrations or disturb or interfere
        with other tenants or occupants of the Building or neighboring buildings
        or
        premises whether by the use of any musical
        instrument, radio, television set, broadcasting equipment or other audio
        device,
        noise, whistling, singing, yelling or screaming, or in any other
        way.  Nothing shall be thrown out of any doors.  No tenant
        and no employee, visitor, agent, or licensee of any Tenant shall conduct
        itself
        in any manner that is inconsistent with the character of the Building as
        a first
        quality building or that will impair the comfort, convenience or safety of
        other
        tenants in the Building.
 
 13.           No
        additional locks or bolts of any kind shall be placed upon any of the doors,
        nor
        shall any changes be made in locks or the mechanism thereof.  Each
        tenant must, upon the termination of its tenancy, return to Landlord all
        keys of
        stores, offices and toilet rooms, either furnished to, or otherwise procured
        by,
        such Tenant.
 
 14.           All
        removals from the Building, or the carrying in or out of the Building or
        from
        the premises demised to any tenant, of any safes, freight, furniture or bulky
        matter of any description must take place at such time and in such manner
        as
        Landlord or its agents may determine, from time to time.  Landlord
        reserves the right to inspect all freight to be brought into the Building
        and to
        exclude from the Building all freight which violates any of the Rules and
        Regulations or the provisions of such tenant's lease.
 
 15.           No
        tenant or occupant shall engage or pay any employees in the Building or the
        Property, except those actually working for such tenant or occupant in the
        Building or the Property, nor advertise for day laborers giving an address
        at
        the Building or the Property.
 
 16.           **Deleted.**
 
 17.           Landlord
        shall have the right to prohibit any advertising by any tenant or occupant
        which, in Landlord's opinion, tends to impair the reputation of the Building
        or
        the Property or its desirability as a building for offices, and upon notice
        from
        Landlord, such tenant or occupant shall refrain from or discontinue such
        advertising.
 
 18.           Each
        tenant, before closing and leaving the premises demised to such tenant at
        any
        time, shall see that all entrance doors are locked and all electrical equipment
        and lighting fixtures are turned off.  Corridor doors, when not in
        use, shall be kept closed.
 
 19.           Each
        tenant shall, at its expense, provide artificial light in the premises demised
        to such tenant for Landlord's agents, contractors and employees while performing
        janitorial or other cleaning services and making repairs or alterations in
        said
        premises.
 
 20.           No
        premises shall be used, or permitted to be used for lodging or sleeping,
        or for
        any immoral or illegal purposes or in any matter that, in Landlord's reasonable
        business judgment, threatens the safety of the Building or the tenants of
        the
        Building and their employees and invitees.  In addition, each tenant
        shall maintain its furniture, fixtures and equipment within its premises
        in a
        manner that presents a pleasant appearance both in daylight and nighttime
        from
        the surrounding streets and roadways.
 
 21.           The
        requirements of tenants will be attended to only upon application at the
        management office of Landlord.  Building employees shall not be
        required to perform, and shall not be requested by any tenant or occupant
        to
        perform, and work outside of their regular duties, unless under specific
        instructions from the office of Landlord.
 
 22.           Canvassing,
        soliciting and peddling in the Building or the Property are prohibited and
        each
        tenant and occupant shall cooperate in seeking their prevention.
 
 23.           There
        shall not be used in the Building, either by any tenant or occupant or by
        their
        agents or contractors, in the delivery or receipt of merchandise, freight
        or
        other matter, any hand trucks or other means of conveyance except those equipped
        with rubber tires, rubber side guards and such other safeguards as Landlord
        may
        require.
 
 37
 **EXHIBIT
              10.1 - continued**
  
 24.           If
        the premises demised to any tenant become infested with vermin, such tenant,
        at
        its sole cost and expense, shall cause its premises to be exterminated, from
        time to time, to the satisfaction of Landlord, and shall employ such
        exterminators therefor as shall be approved in writing by Landlord.
 
 25.           No
        premises shall be used, or permitted to be used, at any time, as a store
        for the
        sale or display of goods, wares or merchandise of any kind, or as a restaurant,
        shop, booth, bootblack or other stand, or for the conduct of any business
        or
        occupation which predominantly involves direct patronage of the general public
        in the premises demised to such tenant, or for manufacturing or for other
        similar purposes.
 
 26.
              No
                  tenant shall clean any window of the Building from the
                  outside.
 
 27.           No
        tenant shall move, or permit to be moved, into or out of the Building or
        the
        premises demised to such tenant, any heavy or bulky matter, without the specific
        approval of Landlord.  If any such matter requires special handling,
        only a qualified person shall be employed to perform such special
        handling.  No tenant shall place or permit to be placed, on any part
        of the floor or floors of the premises demised to such tenant, a load exceeding
        the floor load per square foot which such floor was designed to carry and
        which
        is allowed by law.  Landlord reserves the right to prescribe the
        weight and position of safes and other heavy objects, which must be placed
        so as
        to distribute the weight.
 
 28.           With
        respect to work being performed by a tenant in its premises with the approval
        of
        Landlord, the tenant shall refer all contractors, contractors' representatives
        and installation technicians to Landlord for its supervision, approval and
        control prior to the performance of any work or services.  This
        provision shall apply to all work performed in the Building and the Property
        including installation of telephones, telegraph equipment, electrical devices
        and attachments, and installations of every nature affecting floors, walls,
        woodwork, trim, ceilings, equipment and any other physical portion of the
        Building and the Property.
 
 29.           Landlord
        shall not be responsible for lost or stolen personal property, equipment,
        money,
        or jewelry from the premises of tenants or public rooms whether or not such
        loss
        occurs when the Building or the premises are locked against entry.
 
 30.           Landlord
        may permit entrance to the premises of tenants by use of pass keys controlled
        by
        Landlord employees, contractors, or service personnel directly supervised
        by
        Landlord and employees of the United States Postal Service.
 
 31.           Each
        tenant and all of tenant's representatives, shall observe and comply with
        the
        directional and parking signs on the property surrounding the Building, and
        Landlord shall not be responsible for any damage to any vehicle towed because
        of
        non-compliance with parking regulations.
 
 32.           No
        tenant shall install any radio, telephone, television, microwave or satellite
        antenna, loudspeaker, music system or other device on the roof or exterior
        walls
        of the Building or on common walls with adjacent tenants or in the Common
        Areas**without first obtaining written permission by Landlord, which
        permission shall not be unreasonably withheld.**
 
 
 38
 **EXHIBIT
              10.1 - continued**
 
 33.           Each
        tenant shall **collect**all trash and garbage within its
        premises.  No material shall be placed in the trash boxes or
        receptacles in the Building or the Property unless such material may be disposed
        of in the ordinary and customary manner of removing and disposing of trash
        and
        garbage and will not result in a violation of any law or ordinance governing
        such disposal.  All garbage and refuse disposal shall be
**placed in the dumpster located at the rear of the Leased
        Premises.**
 
 **34.           Deleted**
 
 35.           Each
        tenant shall give prompt notice to landlord of any accidents to or defects
        in
        plumbing, electrical or heating apparatus so that same may be attended to
        properly.
 
 36.           No
        tenant shall bring onto the Property or into the Building any pollutants,
        contaminants, inflammable, gasolines, kerosene or hazardous substances (as
        now
        or later defined under State or Federal law).
 
 37.           All
        tenants and tenants' servants, employees, agents, visitors, invitees and
        licensees shall observe faithfully and comply strictly with the foregoing
        Rules
        and Regulations and such other and further appropriate Rules and Regulations
        as
        Landlord or Landlord's agent from time to time adopt.  Each tenant
        shall at all times keep the premises leased to such tenant, its employees,
        agents and invitees under its control so as to prevent the performance of
        any
        act that would damage the Building or its reputation or the premises leased
        to
        such tenant or could injure, annoy, or threaten the security of the other
        tenants in the Building or their respective employees, agents or invitees
        or the
        public.
 
 39.           Landlord
        may deny entrance to the Building and may remove from the Building any person
        or
        persons who appear to be or are intoxicated, or who appear to be or are under
        the influence of liquor or drugs, or who are in any manner violating any
        of the
        Building Rules and Regulations, or who present a hazard or nuisance to any
        other
        person.  The reasonable costs incurred by Landlord for security
        services or other costs reasonably incurred by Landlord to remove any such
        persons shall be borne by the tenant whose employees, agents and/or invitees
        are
        so removed.
 
 40.           Landlord
        shall furnish each tenant, at Landlord's expense, with two (2) keys to unlock
        the entry level doors and two (2) keys to unlock each corridor door entry
        to
        each tenant's premises and, at such tenant's expense, with such additional
        keys
        as such tenant may request**.  Tenant may  make as
        many of its own keys to its Leased Premises as it desires.** Any lost key
        shall be subject to a replacement charge as established by Landlord from
        time to
        time.  Upon the expiration of the Lease Term, each tenant shall
        surrender all such keys to Landlord and shall deliver to Landlord the
        combination to all looks on all safes, cabinets and vaults which will remain
        in
        the premises demised to that tenant.  Landlord shall be entitled to
        install, operate and maintain security systems in or about the Property which
        monitor, by computer, close circuit television or otherwise, persons entering
        or
        leaving the Property, the Building and/or the premises demised to any
        tenant.  For the purposes of this rule the term "keys" shall mean
        traditional metallic keys, plastic or other key cards and other lock opening
        devices.
 
 41.           Each
        person using the Parking Accommodations or other areas designated by Landlord
        where parking will be permitted shall comply with all Rules and Regulations
        adopted by Landlord with respect to the Parking Accommodations or other areas,
        including any employee or visitor parking restrictions, and any sticker or
        other
        identification system established by Landlord.  Landlord may refuse to
        permit any person who violates any parking rule or regulation to park in
        the
        Parking Accommodations or other areas, and may remove any vehicle which is
        parked in the Parking Accommodations or other areas in violation of the parking
        Rules and Regulations.  The Rules and Regulations applicable to the
        Parking Accommodations and the outside parking areas are as
        follows:
 
 (a)
              The
                  maximum speed limit within the Parking Accommodations shall be
                  5 miles per
                  hour, the maximum speed limit in other parking areas shall be 15
                  miles per
                  hour.
 
 (b)
              All
                  directional signs and arrows must be strictly
                  observed.
  39
 **EXHIBIT
              10.1 - continued**
 
 (c)
              All
                  vehicles must be parked entirely within painted stall
                  lines.
 
 (d)
              No
                  intermediate or full-size car may be parked in any parking space
                  reserved
                  for a compact car; no bicycle, motorcycle or other two or three
                  wheeled
                  vehicle, and no truck, van or other oversized vehicle, may be parked
                  in
                  any area not specifically designated for use
                  thereby.
 
 (e)
              No
                  vehicle may be parked (i) in an area not striped for parking, (ii)
                  in a
                  space which has been reserved for visitors or for another person
                  or firm,
                  (iii) in an aisle or on a ramp, (iv) where a "no parking" sign
                  is posted
                  or which has otherwise designated as a no parking area, (v) in
                  a cross
                  hatched area, (vi) in an area bearing a "handicapped parking only"
                  or
                  similar designation unless the vehicle bears an appropriate handicapped
                  designation, (vii) in an area bearing a "loading zone" or similar
                  designation unless the vehicle is then engaged in a loading or
                  unloading
                  function and (viii) in an area with a posted height limitation
                  if the
                  vehicle exceeds the limitation.
 
 (f)
              Each
                  operator shall use the Parking Facilities at his or her own risk
                  and shall
                  bear full responsibility for all damage to or loss of his or her
                  vehicle,
                  and for all injury to persons and damage to property caused by
                  his or her
                  operation of the vehicle.
 
 (g)
              Landlord
                  reserves the right to tow away, at the expense of the owner, any
                  vehicle
                  which is inappropriately parked or parked in violation of these
                  Rules and
                  Regulations.
 
 42.           Landlord
        reserves the right at any time and from time to time to rescind, alter or
        waive,
        in whole or in part, any of the Building Rules and Regulations when it is
        deemed
        necessary, desirable or proper, in Landlord's judgment for its best interest
        or
        of the best interests of the tenants of the Property.
 
 43.           Bicycles,
        motorcycles and other two or three-wheeled vehicles may only be stored or
        parked
        in areas designated, from time to time, by Landlord.
 
 Tenant
        hereby acknowledges receipt of the Building Rules and Regulations.
  **TENANT:**
                  **STUDIO
                    ONE MEDIA, INC.**By:
                /s/  Kenneth
                  PinckardName:
                Kenneth PinckardIts:
                Vice President
  
 
 
 
 40
 **EXHIBIT
              10.1 - continued**
 
 **EXHIBIT
        "F"**
  **WORK
        LETTER**
 
 In
        order
        to induce Landlord to enter into the Lease (which is incorporated herein
        by
        reference to the extent that the provisions of this Work Letter may apply
        thereto) and in consideration of the****mutual covenants
        hereinafter contained, Landlord and Tenant agree as follows:
 
 1.           **Completion
        Schedule.**Attached to this Work Letter is a schedule (the "Work
        Schedule") setting forth the time table for the planning and completion of
        the installation of the tenant improvements to be constructed in the Leased
        Premises (the "Tenant Improvements").  The Work Schedule sets
        forth each of the various items of work to be done in connection with the
        completion of the Tenant Improvements and shall become the basis for completing
        the Tenant Improvements.  Landlord and Tenant acknowledge and agree
        that time is of the essence with respect to their respective obligations
        as set
        forth in this Work Letter.  Tenant’s failure to perform the completion
        of the installation of the tenant improvements within the time table shall
        constitute an immediate event of default under the Lease.
 
 2.           **Tenant
        Improvements**.  The Tenant Improvements shall include the
        work described on Annex I to this Exhibit "F", which work shall be
        done in the Leased Premises pursuant to the Tenant Improvements Plans described
        in Paragraph 3 below.
 
 3.           **Tenant
        Improvement Plans**.  Tenant shall meet with the chosen
        architect and/or space planner for the purposes of preparing a space plan
        for
        the layout of the Premises.  Based upon such space plan, the architect
        shall prepare final working drawings and specifications for the Tenant
        Improvements.  Such final working drawings and specifications are
        referred to in this Work Letter as the "Tenant Improvement
        Plans."  The architect shall be chosen by mutual agreement between
        Landlord and Tenant to achieve the best work in the minimum amount of time
        and
        cost.
 
 4.           **Preparation
        of Tenant Improvement Plans and Final Pricing.**  After the
        preparation of the space plan and after Tenant's approval thereof in accordance
        with the Work Schedule, Tenant shall cause the architect to prepare and submit
        to Landlord the Tenant Improvement Plans.  Promptly after the approval
        of the Tenant Improvement Plans by Landlord and Tenant in accordance with
        the
        Work Schedule, the Tenant Improvement Plans shall be submitted to the
        appropriate governmental body for plan checking and building
        permits.  Tenant, with Landlord's cooperation, shall cause to be made
        such changes in the Tenant Improvement Plans necessary to obtain required
        permits.
 
 5.           **Construction
        of Tenant Improvements**.  While the Tenant Improvement
        Plans are being prepared and approved, and building permits for the Tenant
        Improvements are being obtained, Tenant shall enter into a construction contract
        with a contractor for the installation of the Tenant Improvements in accordance
        with the Tenant Improvement Plans.  The Tenant Improvements shall be
        constructed in a good, workmanlike and lien free manner, and in conformance
        with
        applicable building codes.  Tenant shall supervise the completion of
        the Tenant Improvements and shall endeavor in good faith to secure the
        completion of the Tenant Improvements in accordance with the Work
        Schedule.  All costs of the Tenant Improvements, including
        architectural, engineering, and City permits shall be paid by
        Tenant.
 
 6.         **Payment
        of Tenant Improvements by Tenant**.  To insure prompt and
        full payments to the chosen contractor for the tenant improvements, Tenant
        shall
        set up a cash escrow with the Landlord in the full amount of the estimated
        construction costs at the time the contract with the contractor has been
        signed.  Tenant shall provide Landlord with an executed copy of the
        construction contract along with the cash escrow.
 
 
 
 
 41
 **EXHIBIT
              10.1 - continued**
 
 
 **ANNEX
        I**
 
 
 **Work
        Schedule (to be inserted when determined)**
 
 **Time
        frame for construction project is November 1, 2007 through January 31,
        2008**
 
 **Architectural
        Plans byPinnacle Designdated ____(to be completed by November 20,
        2007)**
 
 **Construction
        Contract (to be attached when completed)**
 
 
 
 
 
 
 42
 **EXHIBIT
              10.1 - continued**
 
 **RIDER
        “1” TO LEASE**
 
 
 This
                  Rider “1” to Lease dated October 29, 2007 is attached to and made a part
                  of the Lease by and between ACOMA, LLC., a Virginia limited liability
                  company  ("Landlord"), and  STUDIO ONE MEDIA,
                  INC. a Delaware corporation
                  ("Tenant").
  
 
 1.  Rental
        Schedule.
 
 02/01/08
        – 01/31/09 – 12 months - **$  9,147.00** per month plus
        applicable sales tax
 02/01/09
        – 01/31/10 – 12 months **- $  9,421.41** per month plus
        applicable sales tax
 02/01/10
        – 01/31/11 – 12 months - **$  9,704.05** per month plus
        applicable sales tax
 02/01/11
        – 01/31/12 – 12 months - **$  9,995.17** per month plus
        applicable sales tax
 02/01/12
        – 01/31/13 – 12 months - **$10,295.03** per month plus applicable
        sales tax
 
 2.    Signage.  Landlord
        grants the right to Tenant to place its name on the building wall above the
        entry door.  The cost of this signage will be at Tenant’s expense and
        will be constructed after receiving approval from the Landlord and in accordance
        with the City of Scottsdale sign code.  Landlord, at its expense, will
        place Tenant’s name in vinyl letters on the Suite entry door.
 
 3.  Operating
        Costs.  Tenant shall commence to pay the Operating Costs on
        February 1, 2008.
 
 4.  Definitions.  Capitalized
        terms used in this Rider without definition shall have the definition assigned
        to such terms in the Lease to which this Rider is attached, unless the context
        requires otherwise.
  5.   Full
        Force and Effect.  Except as specifically modified by this Rider,
        the Lease to which this Rider is attached remains in full force and
        effect.
  
 
 Landlord's
                Initials
              
              Tenant's
                  Initials
 
 
 
  
 
 
 
 43
 **EXHIBIT
              10.1 - continued**
 
 **RIDER
        “2” TO LEASE**
  This
                      Rider “2” to Lease dated October 29, 2007 is attached to and made a part
                      of the Lease by and between ACOMA, LLC, a Virginia limited
                      liability
                      company ("Landlord"), and STUDIO ONE MEDIA, INC., a Delaware
                      corporation
                      ("Tenant").
 
 1.           Option
        to Extend.  Provided that Tenant is not in breach or default of
        any of the terms, conditions, covenants, obligations or provisions of the
        Lease
        to which this Rider is attached, then Tenant shall have, and is hereby granted,
        the option to extend the term of this Lease for one period of five (5)
        years.  If Tenant desires to exercise its option to extend the Initial
        Term, Tenant must give Landlord notice in writing of its intent to do so
        at
        least **nine (9)** months prior to the expiration of the Initial
        term. The Annual Basic Rental payable by Tenant to Landlord during the
**first year of the Renewal Term shall be the rental during the last
        year
        of the initial term increased by 7%, and thereafter with annual bumps to
        be
        mutually agreed to at the time of the renewal.**
  (a)           The
        determination of the Annual Basic Rental does not reduce the Tenant’s obligation
        to pay or reimburse Landlord for operating expenses and other reimbursable
        items
        as set forth in the Lease, and Tenant shall reimburse and pay Landlord as
        set
        forth in the Lease with respect to such operating expenses and other items
        with
        respect to the Premises during the Renewal Term.
 
 (b)           Except
        for this Option to Extend and the Annual Basic Rental as determined above,
        Tenant’s occupancy of the Premises during the extended term shall be on the same
        terms and conditions as are in effect immediately prior to the expiration
        of the
        initial Lease Term.
  (c)           If
        the Lease is extended for an additional lease term, then Landlord shall prepare
        and Tenant shall execute an amendment to the Lease confirming the extension
        to
        the Lease Term and the other provisions applicable thereto (the
“Amendment”).
 
 (d)           If
        Tenant exercises its right to extend the term of the Lease for the extended
        term
        pursuant to this exhibit, the term “Lease Term” as used in the Lease, shall be
        construed to include, when practicable, the extended term except as provided
        in
        (e) above.
 
 2.           Definitions.  Capitalized
        terms used in this Rider without definition shall have the definition assigned
        to such terms in the Lease to which this Rider is attached, unless the context
        requires otherwise.
  3.           Full
        Force and Effect.  Except as specifically modified by this Rider,
        the Lease to which this Rider is attached remains in full force and
        effect.
   Landlord's
                  Initials
                
                Tenant's
                    Initials
 
 44