ex101.htm


    
      
        COMMERCIAL
          LEASE AND DEPOSIT RECEIPT

      

      
        


        
          	
                   

                	
                  AGENCY
                    RELATIONSHIP CONFIRMATION. The following agency relationship
                    is hereby
                    confirmed for this transaction and supersedes any prior agency
                    election
                    (if no agency relationship, insert
                    "NONE"):

                


        

      

      
        LISTING
          AGENT:                                     OLMO
          REALTY
          CO.                                        is
          the agent of (check one):

      

      
                                (Print
          Firm
          Name)

      

      
        [x
          ] the Lessor exclusively, or [
          ] both the Lessee and the Lessor.

      

      
        


        LEASING
          AGENT:                                    QLMO
          REALTY
          CO.                                          (if
          not the same as the Listing Agent) is the agent of (check
          one):

      

      
        (Print
          Firm Name)

      

      
        [  ]
          the Lessee exclusively; or [x]
the Lessor
          exclusively; or [
          ] both the Lessee and the Lessor.

      

      
        


        Note:
          This confirmation DOES NOT take the place of the AGENCY
          DISCLOSURE form which may be required by
law.

      

      
        


        RECEIVED
          FROM                         
 Pheonix Aerospace Inc. and Zahir Teja.
          Guarantor                                                                                    hereinafter
          referred to as LESSEE, the sum of

      

      
        $       5.100.00                                                             (_                                                        Five
          Thousand One Hundred and
          no/100.   dollars),

      

      
        evidenced
          by                                     company
check                                        as
a deposit which will belong
          to Lessor and will be applied as
follows:

      

      
        


        TOTAL                         RECEIVED         BALANCE
          DUE PRIOR TO OCCUPANCY

        
          
            	 	 	
                    
                    

                    TOTAL

                  	 	 	
                    
                    

                    RECEIVED

                  	 	 	
                    
                    

                    BALANCE
                      DUE PRIOR TO OCCUPANCY

                  	 
	
                    Rent
                      for the period from09/10/07to09/30/07

                  	 	$	
                    2.100.0

                  	 	 	$	
                    2.100.00

                  	 	 	$	
                    0.00

                  	 
	
                    Security
                      deposit (not applicable toward last month's rent)

                  	 	$	
                    3.000.00

                  	 	 	$	
                    3.000.00

                  	 	 	$	
                    0.00

                  	 
	
                    Other

                  	 	$	

                  	 	 	$	

                  	 	 	$	

                  	 
	
                    TOTAL

                  	 	$	
                    5.100.00

                  	 	 	$	
                    5,100.00

                  	 	 	$	
                    000

                  	 


          

        

      

      
        
          

          
In
          the
          event this Lease is not accepted by the Lessor
          within    10 days, the total deposit received
          will be refunded.

      

      
        Lessee
          offers to lease from Lessor the premises situated in the City of Carson City
          (Mound House) County of   Lyon

      

      
        State
          of                 .
          NV                  ,
          described
          as                                                   42
          Carry Way. Until 1 & Unit
          3                                                            .       

      

      
        ("the
          Premises") consisting of
          approximately                                                                          7.500        square
          feet, which is
          approximately      75    %
          of the total rental square footage of the entire property, upon the
          following terms and conditions:

      

      
        


        1.             
          TERM. The term will commence on (date)   Sept. 10. 2007,
          and end on (date)Sept 30.2008

      

      
        


        2.              RENT.
          The base rent will be
$                                                   3.000.00                      per
          month payable on the   1st   day of each
          month.

      

      
        After
          the
          first 12 months the rent will be adjusted as follows: effective upon the
          first
          day of the month immediately following the expiration of 12 months from
          date of
          commencement of the term, and upon the expiration of each 12 months thereafter,
          in accordance with changes in
          the
          U.S. Consumer Price Index for  [  ] AII Urban Consumers
          (1982-84 = 100), or [x] (other
          index) fixed
          increase of $150.00 ("CPI").
The
base
          rent will be Increased
to
an
          amount equal to the monthly rent,
          multiplied by a fraction,
          the numerator of which is the CPI for the second calendar month immediately
          preceding the adjustment date, and the denominator of which is the CPI
          for the
          second calendar month preceding the commencement of the Lease term; provided
          however, that the monthly rent will not be less than that immediately preceding
          the adjustment.

      

      
        All
          rents
          will be paid to Lessor or his or her authorized agent, at the following
          address
Attila Matyas. 1984 The Alameda #4, San Jose

      

      
        


        CA 95126                                                   or
          at such other places as may be designated by Lessor from time to time.
          In the
          event

      

      
        
          	
                   

                	
                  rent
                    is not received by Lessor within  5 days
                    after due date, Lessee agrees to pay a late charge of
                     $   200.00 plus interest
                    at

                


        

      

      
        
          	
                  10      %
                    per annum on the delinquent amount. Lessee further agrees to
                    pay
                    S         35.00

                	
                  for
                    each dishonored bank check.
                    The

                


        

      

      
        late
          charge period is not agrace period, and Lessor is entitled to
          make written demand for any rent if not paid when due.

      

      
         

        3.         
          NET
          LEASE PROVISIONS. If checked [  ] AND INITIALED BELOW BY LESSEE,
          the following provisions are included in this Lease:

      

      
        
          	
                   

                	
                  Lessee
                    agrees to pay, in addition to the base monthly rental set forth
                    in Item 2,
                    Lessee's proportionate share of the Lessor's
                    operating

                


        

      

      
        
          	
                   

                	
                  expenses,
                    including utility and service costs, insurance, real property
                    taxes, and
                    common area maintenance. Lessee's share is based
                    on

                


        

      

      
        
          	
                   

                	
                  the
                    ratio of the square footage of the Premises to the total square
                    footage of
                    the rental space of the entire property of which the
                    Premises

                


        

      

      
        
          	
                      
                    are a part. Lessee's monthly share of said expenses at the commencement
                    of
                    the term is $

                	
                  .

                


        

      

      
        


        {initial)
          Lessee
          (                               /               )
          agrees to the foregoing additional rental provisions.

      

      
        


        4.             USE.
          The premises are to be used for the operation ofoffices and
          fabrication/repair of ground support equipment


      

      
        and
          for
          no other purpose, without prior written consent of Lessor. Lessee will
          not
          commit any waste upon the premises, or any nuisance or act which may disturb
          the
          quiet enjoyment of any tenant in the building.

      

      
        


        
          	
                  5.

                	
                  USES
                    PROHIBITED. Lessee will not use any portion of the premises for
                    purposes
                    other than those specified. No use will be made
                    or

                


        

      

      
        
          	
                   

                	
                  permitted
                    to be made upon the premises, nor acts done, which will increase
                    the
                    existing rate of insurance upon the property, or
                    cause

                


        

      

      
        
          	
                   

                	
                  cancellation
                    of insurance policies covering the property. Lessee will not
                    conduct or
                    permit any sale by auction on the
                    premises.

                


        

      

      
        


        
          	
                  6.

                	
                  ASSIGNMENT
                    AND SUBLETTING. Lessee will not assign this Lease or sublet any
                    portion of
                    the premises without prior written consent
                    of

                


        

      

      
        
          	
                   

                	
                  the
                    Lessor, which will not be unreasonably withheld. Any such assignment
                    or
                    subletting without consent will be void and, at the option
                    of

                


        

      

      
        
          	
                   

                	
                  the
                    Lessor, will terminate this
                    Lease.

                


        

      

      
        


        Lessee
          [x]  [x]  has read this page.

      

      
         

        
          
             

          

          
            -1-

            
              

            

          

          
             

          

        

      

      
        Property
          Address                                                                     42
          Carry Way, Until 1 & Unit 3

      

      
        


        
          	
                  7.

                	
                  ORDINANCES
                    AND STATUTES. Lessee will comply with all statutes, ordinances,
                    and
                    requirements of all municipal, state and
                    federal

                


        

      

      
        
          	
                   

                	
                  authorities
                    now in force, or which may later be in force, regarding the use
                    of the
                    premises. The commencement or pendency of any
                    state

                


        

      

      
        
          	
                   

                	
                  or
                    federal court abatement proceeding affecting the use of the premises
                    will,
                    at the option of the Lessor, be deemed a breach
                    of

                


        

      

      
        
          	
                   

                	
                  this
                    Lease.

                


        

      

      
        


        
          	
                  8.

                	
                  MAINTENANCE,
                    REPAIRS, ALTERATIONS. Unless otherwise indicated, Lessee acknowledges
                    that
                    the premises are in good order
                    and

                


        

      

      
        
          	
                   

                	
                  repair.
                    Lessee will, at his or her own expense, maintain the premises
                    in a good
                    and safe condition, including plate glass,
                    electrical

                


        

      

      
        
          	
                   

                	
                  wiring,
                    plumbing and heating and air conditioning installations, and
                    any other
                    system or equipment. The premises will be surrendered,
                    at

                


        

      

      
        
          	
                   

                	
                  termination
                    of the Lease, in as good condition as received, normal wear and
                    tear
                    excepted. Lessee will be responsible for all
                    repairs

                


        

      

      
        
          	
                   

                	
                  required
                    during the term of the lease, except the following which will
                    be
                    maintained by Lessor: roof, exterior walls, structural
                    foundations

                


        

      

      
        
          	
                   

                	
                  (including
                    any retrofitting required by governmental authorities) and the
                    following:
                    _

                


        

      

      
        


        Lessee
          [  ]will, [x] will not maintain the property adjacent to the premises,
          such as sidewalks, driveways, lawns, and shrubbery, which would otherwise
          be
          maintained by Lessor.

      

      
        No
          improvement or alteration of the premises will be made without the prior
          written
          consent of the Lessor. Prior to the commencement of any substantial repair,
          improvement, or alteration. Lessee will give Lessor at least two (2) days
          written notice in order that Lessor may post appropriate notices to avoid
          any
          liability for liens.

         

      

      
        
          9.           
            ENTRY AND INSPECTION. Lessee will permit Lessor or Lessor's agents to
            enter the
            premises at reasonable times and upon reasonable notice for the purpose
            of
            inspecting the premises, and will permit Lessor, at any time within sixty
            (60)
            days prior to the expiration of this Lease, to place upon the premises
            any usual
            "For Lease" signs, and permit persons desiring to lease the premises
            to inspect
            the premises at reasonable times. 

           

        

      

      
        
          	
                  10.

                	
                  INDEMNIFICATION
                    OF LESSOR. Lessor will not be liable for any damage or injury
                    to Lessee,
                    or any other person, or to any
                    property,

                


        

      

      
        
          	
                   

                	
                  occurring
                    on the premises. Lessee agrees to hold Lessor harmless from any
                    claims for
                    damages arising out of Lessee's use of
                    the

                


        

      

      
        
          	
                   

                	
                  premises,
                    and to indemnify Lessor for any expense incurred by Lessor in
                    defending
                    any such claims.

                


        

      

      
        


        
          	
                  11.

                	
                  POSSESSION.
                    If Lesson's unable to deliver possession of the premises at the
                    commencement date set forth above, Lessor will
                    not

                


        

      

      
        
          	
                   

                	
                  be
                    liable for any damage caused by the delay, nor will this Lease
                    be void or
                    voidable, but Lessee will not be liable for any
                    rent

                


        

      

      
        until
          possession is delivered. Lessee may terminate this Lease if possession
          is not
          delivered withindays of the commencement

      

      
        term
          in
          Item 1.

      

      
         

        12.          
          LESSEE'S
          INSURANCE. Lessee, at his or her expense, will maintain plate glass, public
          liability, and property damage insurance insuring


      

      
        
          	
                  Lessee
                    and Lessor with minimum coverage as follows:

                	
                  $1
                    Million P/L & P/D

                


        

      

      
        Lessee
          will provide Lessor with a Certificate of Insurance showing Lessor as additional
          insured. The policy will require ten (10) day's written notice to Lessor
          prior
          to cancellation or material change of coverage.

      

      
        


        
          	
                  13.

                	
                  LESSOR'S
                    INSURANCE. Lessor will maintain hazard insurance covering one
                    hundred
                    percent (100%) actual cash value of
                    the

                


        

      

      
        
          	
                   

                	
                  improvements
                    throughou t the Lease term. Lessor's insurance will not insure
                    Lessee's
                    personal property, leasehold improvements,
                    or

                


        

      

      
        
          	
                   

                	
                  trade
                    fixtures.

                


        

      

      
        


        
          	
                  14.

                	
                  SUBROGATION.
                    To the maximum extent permitted by insurance policies which may
                    be owned
                    by the parties, Lessor and Lessee
                    waive

                


        

      

      
        
          	
                   

                	
                  any
                    and all rights of subrogation against each other which might
                    otherwise
                    exist.

                


        

      

      
         

        15.          
          UTILITIES.
          Lessee agrees that he or she will be responsible for the payment of all
          utilities, including water, gas, electricity, heat and other

      

      
        
          	
                  services
                    delivered to the premises, except:

                	 	 


        

      

      
        


        
          	
                  16.

                	
                  SIGNS.
                    Lessee will not place, maintain, nor permit any sign or awning
                    on any
                    exterior door, wall, or window of the premises without
                    the

                


        

      

      
        
          	
                   

                	
                  express
                    written consent of Lessor, which will not be unreasonably withheld,
                    and of
                    appropriate governmental
                    authorities.

                


        

      

      
        


        
          	
                  17.

                	
                  ABANDONMENT
                    OF PREMISES. Lessee will not vacate or abandon the premises at
                    any time
                    during the term of this Lease. If
                    Lessee

                


        

      

      
        
          	
                   

                	
                  does
                    abandon or vacate the prem ises, or is dispossessed by process
                    of law, or
                    otherwise, any personal property belonging to Lessee
                    left

                


        

      

      
        
          	
                   

                	
                  on
                    the premises will be deemed to be abandoned, at the option of
                    Lessor.

                


        

      

      
        


        
          	
                  18.

                	
                  CONDEMNATION.
                    If any part of the premises is condemned for public use, and
                    a part
                    remains which is susceptible of occupation
                    by

                


        

      

      
        
          	
                   

                	
                  Lessee,
                    this Lease will, as to the part taken, terminate as of the date
                    the condem
                    nor acquires possession. Lessee will be required to
                    pay

                


        

      

      
        
          	
                   

                	
                  such
                    proportion of the rent for the remaining term as the value of
                    the premises
                    remaining bears to the total value of the premises at
                    the

                


        

      

      
        
          	
                   

                	
                  date
                    of condemnation; provided, however, that either party may, at
                    his or her
                    option, terminate this Lease as of the date the
                    condemnor

                


        

      

      
        
          	
                   

                	
                  acquires
                    possession. In the event that the premises are condemned in whole,
                    or the
                    remainder is not susceptible for use by the
                    Lessee,

                


        

      

      
        
          	
                   

                	
                  this
                    Lease will terminate upon the date which the condemnor acquires
                    possession. All sums which may be payable on account of
                    any

                


        

      

      
        
          	
                   

                	
                  condemnation
                    will belong solely to the Lessor; except that Lessee will be
                    entitled to
                    retain any amount awarded to him or her for his or
                    her

                


        

      

      
        
          	
                   

                	
                  trade
                    fixtures and moving expenses.

                


        

      

      
        


        
          	
                  19.

                	
                  TRADE
                    FIXTURES. Any and all improvements made to the premises during
                    the term
                    will belong to the Lessor, except trade fixtures of
                    the

                


        

      

      
        
          	
                   

                	
                  Lessee.
                    Lessee may, upon termination, remove all his or her trade fixtures,
                    but
                    will pay for all costs necessary to repair any damage to
                    the

                


        

      

      
        
          	
                   

                	
                  premises
                    occasioned by the removal.

                


        

      

      
         

      

      
        Lessee
          [x]  [x] has read this page.

        
          
             

          

          
            -2-

            
              

            

          

          
             

          

        

      

      
        Property
          Address                                               42 Carry Way,
          Until 1 & Unit
          3

      

      
        


        
          	
                  20.

                	
                  DESTRUCTION
                    OF PREMISES. In the event of a partial destruction of the premises
                    during
                    the term, from any cause except acts
                    or

                


        

      

      
        
          	
                   

                	
                  omission
                    of Lessee, Lessor will promptly repair the premises, provided
                    that such
                    repairs can be reasonably made within sixty (60)
                    days.

                


        

      

      
        
          	
                   

                	
                  Such
                    partial destruction will not terminate this Lease, except that
                    Lessee will
                    be entitled to a proportionate reduction of rent while
                    such

                


        

      

      
        
          	
                   

                	
                  repairs
                    are being made, based upon the extent to which the making of
                    such repairs
                    interferes with the business of Lessee on
                    the

                


        

      

      
        
          	
                   

                	
                  premises.
                    If the repairs cannot be made within sixty (60) days, this Lease
                    may be
                    terminated at the option of either party by giving
                    written

                


        

      

      
        
          	
                   

                	
                  notice
                    to the other party within the sixty (60) day
                    period.

                


        

      

      
        


        
          	
                  21.

                	
                  HAZARDOUS
                    MATERIALS. Lessee will not use, store, or dispose of any hazardous
                    substances upon the premises, except the use
                    and

                


        

      

      
        
          	
                   

                	
                  storage
                    of such substances that are customarily used in Lessee's business,
                    and are
                    in compliance with all environmental laws.
                    Hazardous

                


        

      

      
        
          	
                   

                	
                  substances
                    means any hazardous waste, substance or toxic materials regulated
                    under
                    any environmental laws or regulations
                    applicable

                


        

      

      
        
          	
                   

                	
                  to
                    the property. Lessee will be responsible for the cost of removal
                    of any
                    toxic contamination caused by lessee's use of the
                    premises.

                


        

      

      
        


        
          	
                  22.

                	
                  INSOLVENCY.
                    The appointment of a receiver, an assignment for the benefits
                    of
                    creditors, or the filing of a petition in
                    bankruptcy

                


        

      

      
        
          	
                   

                	
                  by
                    or against Lessee, will constitute a breach of this Lease by
                    Lessee.

                


        

      

      
        


        
          	
                  23.

                	
                  DEFAULT.
                    In the event of any breach of this Lease by Lessee, Lessor may,
                    at his or
                    her option, terminate the Lease and recover
                    from

                


        

      

      
        
          	
                   

                	
                  Lessee:
                    (a) the worth at the time of award of the unpaid rent which had
                    been
                    earned at the time of termination; (b) the worth at the time
                    of

                


        

      

      
        
          	
                   

                	
                  award
                    of the amount by which the unpaid rent which would have been
                    earned after
                    termination until the time of the award exceeds
                    the

                


        

      

      
        
          	
                   

                	
                  amount
                    of such rental loss that the Lessee proves could have been reasonably
                    avoided; (c) the worth at the time of award of the
                    amount

                


        

      

      
        
          	
                   

                	
                  by
                    which the unpaid rent for the balance of the term after the time
                    of award
                    exceeds the amount of such rental loss that the Lessee
                    proves

                


        

      

      
        
          	
                   

                	
                  could
                    be reasonably avoided; and (d) any other amount necessary to
                    compensate
                    Lessor for all the detriment proximately caused by
                    the

                


        

      

      
        
          	
                   

                	
                  Lessee's
                    failure to perform his or her obligations under the Lease or
                    which in the
                    ordinary course of things would be likely to
                    result

                


        

      

      
        
          	
                   

                	
                  therefrom,
                    including, but not limited to, that portion of any leasing commission
                    paid
                    by Lessor and applicable to the unexpired term of
                    the

                


        

      

      
        
          	
                   

                	
                  lease.

                


        

      

      
        


        Lessor
          may, in the alternative, continue this Lease in effect, as long as Lessor
          does
          not terminate Lessee's right to possession, and Lessor may enforce all
          of
          Lessor's rights and remedies under the Lease, including the right to recover
          the
          rent as it becomes due under the Lease. If said breach of Lease continues,
          Lessor may, at any time thereafter, elect to terminate the
          Lease.

      

      
        


        These
          provisions will not limit any other rights or remedies which Lessor may
          have.

      

      
        


        
          	
                  24.

                	
                  SECURITY.
                    The security deposit will secure the performance of the Lessee's
                    obligations. Lessor may, but will not be obligated to,
                    apply

                


        

      

      
        
          	
                   

                	
                  all
                    or portions of the deposit on account of Lessee's obligations.
                    Any balance
                    remaining upon termination will be returned to
                    Lessee.

                


        

      

      
        
          	
                   

                	
                  Lessee
                    will not have the right to apply the security deposit in payment
                    of the
                    last month's rent.

                


        

      

      
        


        
          	
                  25.

                	
                  DEPOSIT
                    REFUNDS. The balance of all deposits will be refunded within
                    thirty (30)
                    days (or as otherwise required by law), from
                    date

                


        

      

      
        
          	
                   

                	
                  possession
                    is delivered to Lessor or his or her authorized agent, together
                    with a
                    statement showing any charges made against
                    the

                


        

      

      
        
          	
                   

                	
                  deposits
                    by Lessor.

                


        

      

      
        


        
          	
                  26.

                	
                  ATTORNEY
                    FEES. In any action, arbitration, or other proceeding involving
                    a dispute
                    between Lessor and Lessee arising out of
                    this

                


        

      

      
        
          	
                   

                	
                  Lease,
                    the prevailing party will be entitled to reasonable attorney
                    fee, expert
                    witness fees, and costs.

                


        

      

      
        


        27.          WAIVER.
          No failure of Lessor to enforce any term of this Lease will be deemed to
          be a
          waiver.

      

      
        


        
          	
                  28.

                	
                  NOTICES.
                    Any notice which either party may or is required to give, will
                    be given by
                    mailing the notice, postage prepaid, to Lessee at
                    the

                


        

      

      
        
          	
                   

                	
                  premises,
                    or to Lessor at the address shown in Item 2, or at such other
                    places as
                    may be designated in writing by the parties from time
                    to

                


        

      

      
        
          	
                   

                	
                  time.
                    Notice will be effective five (5) days after mailing, or on personal
                    delivery, or when receipt is acknowledged in
                    writing.

                


        

      

      
        


        29.          HOLDING
          OVER. Any holding over after the expiration of this Lease, with the consent
          of
          Owner, will be a month-to-month tenancy at a

      

      
        monthly
          rent equal to the preceding month's rent
          plus                                                                                              $150.00                 ,
          payable in advance and otherwise subject to the

      

      
        terms
          of
          this Lease, as applicable, until either party terminates the tenancy by
          giving
          the other party thirty (30) days written notice.

      

      
        


        30.          TIME.
          Time is of the essence of this Lease.

      

      
        


        
          	
                  31.

                	
                  HEIRS,
                    ASSIGNS, SUCCESSORS. This Lease is binding upon and inures to
                    the benefit
                    of the heirs, assigns, and successors of
                    the

                


        

      

      
        
          	
                   

                	
                  parties.

                


        

      

      
        


        
          	
                  32.

                	
                  OPTION
                    TO RENEW. Provided that Lessee is not i n default in the performance
                    of
                    this Lease, Lessee will have the option to renew
                    the

                


        

      

      
        
          	
                   

                	
                  Lease
                    for an additional term of __12_ months commencing at the expiration
                    of the
                    initial Lease term. All of the terms and conditions
                    of

                


        

      

      
        


        the
          Lease
          will apply during the renewal term, except that the monthly rent will be
          the sum
          of $3,150.00 which will be adjusted after

      

      
        commencement
          of the renewal term in accordance with the cost of living increase provision
          set
          forth in Item 2.

      

      
        


        The
          option will be exercised by written notice given to Lessor not less than
          __60_
          days prior to the expiration of the initial Lease term. If notice is not
          given
          within the time specified, this Option will expire.

      

      
        


        
          	
                  33.

                	
                  AMERICANS
                    WITH DISABILITIES ACT. The parties are alerted to the existence
                    of the
                    Americans With Disabilities Act, which
                    may

                


        

      

      
        
          	
                   

                	
                  require
                    costly structural modifications. The parties are advised to consult
                    with a
                    professional familiar with the requirements of the
                    Act.

                


        

      

      
        


        Lessee
          [x]  [x] has read this
          page.

        
          
             

          

          
            -3-

            
              

            

          

          
             

          

        

      

      
        Property
          Address                                                                    42
          Carry Way, Until 1 & Unit 3

      

      
        


        
          	
                  34.

                	
                  LESSOR'S
                    LIABILITY. In the event of a transfer of Lessor's title of interest
                    to the
                    property during the term of this Lease, Lessee
                    agrees

                


        

      

      
        
          	
                   

                	
                  that
                    the grantee of such title or interest will be substituted as
                    the Lessor
                    under this Lease, and the original Lessor will be released of
                    all

                


        

      

      
        
          	
                   

                	
                  further
                    liability; provided, that all deposits will be transferred to
                    the
                    grantee.

                


        

      

      
        


        35.           ESTOPPEL
          CERTIFICATE.

      

      


      
        (a)             On
          ten (10) days' prior written notice from Lessor, Lessee will execute,
          acknowledge, and deliver to Lessor a statement in

      

      
        writing:
          (1) certifying 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), the amount
          of any
          security deposit, and the date to which the rent and

      

      
        other
          charges are paid in advance, if any; and [2] acknowledging that there
          are not, to Lessee's knowledge, any uncured defaults on the

      

      
        part
          of
          Lessor, or specifying such defaults if any are claimed. Any such statement
          may
          be conclusively relied upon by any prospective

      

      
        buyer
          or
          encumbrancer of the premises.

      

      
        


        (b)             At
          Lessor's option, Lessee's failure to deliver such statement within such
          time
          will be a material breach of this Lease or will be


      

      
        conclusive
          upon Lessee: (1] that this Lease is in full force and effect, without
          modification except as may be represented by Lessor; [2]
          that


      

      
        there
          are
          no uncured defaults in Lessor's performance, and [3] that not more than
          one
          month's rent has been paid in advance.

      

      
        


        (c)             If
          Lessor desires to finance, refinance, or sell the premises, or any part
          thereof.
          Lessee agrees to deliver to any lender or buyer


      

      
        designated
          by Lessor such financial statements of Lessee as may be reasonably required
          by
          such lender or buyer. All financial statements


      

      
        will
          be
          received by the Lessor or the lender or buyer in confidence and will be
          used
          only for the purposes set forth.


      

      
        


        
          	
                  36.

                	
                  SUBORDINATION.
                    This Lease, at Lessor's option, will be subordinate to any mortgage,
                    deed
                    of trust, or other security now existing
                    or

                


        

      

      
        
          	
                   

                	
                  later
                    placed upon the property; provided, however, that Lessee's right
                    to quiet
                    possession will not be disturbed if Lessee is not in
                    default

                


        

      

      
        
          	
                   

                	
                  on
                    the payment of rent or other provision of this
                    lease.

                


        

      

      
        


        
          	
                  37.

                	
                  ENTIRE
                    AGREEMENT. The foregoing constitutes the entire agreement between
                    the
                    parties and may be modified only in writing signed
                    by

                


        

      

      
        
          	
                   

                	
                  all
                    parties. The following exhibits are a part of this
                    Lease:

                


        

      

      
        Exhibit
          A;

      

      
        Exhibits:
          _

      

      
        


        
          	
                  38.

                	
                  ADDITIONAL
                    TERMS AND CONDITIONS, a. Lessee to pay 75% of water bill and
                    75% of cost
                    of weed removal from the property,
                    b.

                


        

      

      
        
          	
                   

                	
                  Lessor
                    to deliver premises with shop in broom clean condition. Offices
&
                    bathrooms to be clean^ Windows and blinds to be clean. Lessor
                    to

                


        

      

      
        
          	
                   

                	
                  remove
                    as much Of the dust as possible from the area occupied by the
                    counter top
                    fabrication shop.

                


        

      

      
        


        The
          undersigned Lessee acknowledges that he or she has thoroughly read and
          approved
          each of the provisions contained in this Offer, and agrees to the terms
          and
          conditions specified.

      

      
        


        
          	 Lessee	 	 	Lessee	 
	 	 	 	 	 
	 	 	 	 	 
	
                  /s/

                	 8/13/2007	 	
                  /s/
                    

                	 8/13/2007
	
                  Pheonix
                    Aerospace,
                    Inc.

                	 	 	
                  Zahir
                    Teja,
                    Guarantor

                	 
	
                   

                	 	 	
                   

                	 




      

      
        


        ACCEPTANCE

      

      
        


        The
          undersigned Lessor accepts the foregoing Offer and agrees to lease the
          premises
          on the terms and conditions set forth above.

      

      
        


        
          	
                   

                	
                  NOTICE:
                    The amount or rate of real estate commissions is not fixed by
                    law. They
                    are set by each broker individually and may be negotiable between
                    the
                    owner and broker.

                


        

      

      
        


        The
          Lessor agrees to pay
          to                                                              OLMQ
          REALTY
          CO                                                   _
          . the Broker in this transaction.

      

      
        the
          sum
          of
$     2,286.00     for
          services rendered and authorizes Broker to deduct said sum from the deposit
          received from Lessee.

      

      
        


        In
          the
          event the Lease is extended for a definite period of time or on a month-to-month
          basis after expiration of the original term. Lessor will pay to Broker
          an
          additional commission of none % of the total rental for the extended
          period. This commission will be due and payable at the commencement of
          the
          extended period if for a fixed term, or if on a month-to-month basis, at
          the
          termination of Lessee's occupancy or one year, whichever is
          earlier.

         

      

      
        
          	
                   

                	
                  In
                    any action for commission, the prevailing party will be entitled
                    to
                    reasonable attorney fees.

                


        

      

      
        


        
          	 Lessor	 	 	Lessor	 
	
                  /s/

                	 	 	
                  /s/
                    

                	 
	
                  Attila
                    Matyas

                	 	 	
                   

                	 
	
                   

                	 	 	
                   

                	 
	Lessors
                  Address: 1984 The Almeda #4	 	 	Telephone:
                  408-568-4274         Fax
                  408-246-6713	 
	                                 San
                  Jose, CA 95126	 	 	E-mail:    
                  attilam2002@yahoo.com	 
	 	 	 	 	 




      

      
        


        Lessee
          acknowledges receipt of a copy of the accepted Lease on
          (date)                                                                                                                    []
          [ ]

      

      


      
        
           

        

        
          -4-