ncoatsb2a1ex10-15.htm


    
      

      

    

    Exhibit
      10.15

      Memorandum
        of Sublease

      


      This
        Memorandum of Sublease set forth in summary form the understanding of the
        parties hereto and is dated this 21 day
        of November 2005.

      


      
        	
                 

              	
                1.

              	
                Heritage
                  One, L.L.C., as Landlord and Rocky Mountain Seed and Grain, as
                  Tenant have
                  entered into a Commercial and Industrial Lease dated August 9,
                  2004,
                  attached hereto as Exhibit "A" for
                  reference.

              


      

      


      
        	
                 

              	
                2.

              	
                Under
                  the terms of such Lease, the Tenant may sublease the demised premises
                  in
                  accordance with Section 12 thereof. Such section requires the Landlord
                  to
                  provide in writing its consent for the
                  sublease.

              


      

      


      
        	
                 

              	
                3.

              	
                The
                  Tenant desires to sublease the space to High Performance Coatings,
                  .Inc.,
                  an Oklahoma corporation doing business in Oklahoma as well as in
                  Utah.

              


      

      


      
        	
                 

              	
                4.

              	
                High
                  Performance Coatings, Inc. desires to sublease the space on the
                  same basis as the terms of the original. Lease as set forth
                  herein.

              


      

      


      
        	
                 

              	
                5.

              	
                All
                  parties desire to provide a writing that acknowledges the positions
                  of the
                  parties relative to the demised
                  property.

              


      

      


      
        	
                 

              	
                6.

              	
                Landlord
                  hereby gives permission and consent for the sublease to High Performance
                  Coatings, Inc., as a subtenant for the space. Landlord is not otherwise
                  releasing, altering or amending the lease, nor is it substituting
                  High
                  Performance Coatings, Inc. as a new primary tenant, simply agreeing
to
                  the sublease.

              


      

      


      
        	
                 

              	
                7.

              	
                High
                  Performance Coatings, Inc., is subleasing the space on the same
                  terms and
                  conditions as Tenant, including any and 411 changes made by the
                  original lease, and has agreed to pay directly to the Landlord
                  for
                  the period of time that this sublease continues such monthly rentals
his
                  are then due and owing under the Lease. The parties hereto
                  acknowledge that High Performance Coatings, Inc. business employs
                  chemicals and solvent,
                  in its
                  coating materials mixing shop. These materials have been deemed
                  hazar ous
                  as defined in Exhibit A; however, the controlled use and storage
                  of these m tteiials shall not be deemed to violate the terms of
                  the Exhibit A.

              


      

      


      
        	
                 

              	
                8.

              	
                High
                  Performance Coatings, Inc., agrees):to sublease this space for
                  the
                  duration of the Lease term. Tenant agrees to provide High Performance
                  Coatings, Inc. the right to terminate this sublease on .tune 3p,
                  2006.
                  High Performance Coatings, Inc agrees to provide the Tenant with
                  written
                  notice dated onn or before April 30, 2006 of such termination intent.
                  High
                  Performance Coatings, Inc. also agrees to provide a $2,022 security
                  deposit to the
                  Landlordd with is fully refundable at the termination of the
                  Sublease,

              


      

       

      
        	
                 

              	
                9.

              	
                During
                  the term of the sublease, Tenant has agreed to allow High Performance
                  Coatings, Inc., the reasonable use of the flat bed truck that Tenant
                  is
                  not using in the business operated by Tenant. Such use shall be
                  reasonable
                  and shall not Coatings,
                  Inc. a
                  first right of refusal in the disposition at the same value and
                  terms as
                  Tenant may have with a third party. High Performance Coatings,
                  Inc. shall
                  have 30 days or
                  sooner to exercise such right, otherwise Tenant shall
                  be free to
                  otherwise dispose or transfer these two
                  assets.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                10.

              	
                Such
                  reasonable use of the truck is not con4idered as rental, or as
                  having value in the application of the language contained
                  in
                  section 12 of the Lease as "increased rental." No additional sums
                  shall be
                  due to Landlord for this use; and right as hereinbefore set
                  forth.

              


      

      


      
        	
                11.

              	
                The
                  parties also agree that there are no commissions to be paid by
                  any of the
                  parties in the execution of this sublease other than
                  those that. might be continued from the original agreement
                  between
                  the Landlord and Tenant,

              


      

      


      
        	
                12.

              	
                The
                  space shall be used for coating material mixing shop; parts
                  receiving, shipping and storage; and office
                  space.

              


      

      


      
        	
                13.

              	
                High
                  Performance Coatings,
                  Inc. agreesto
                  pay Landlord the cost of water usage above and beyond standard
                  monthly usage; Standard monthly water usage will be defined as
                  the
                  combined average monthly water usage for each month over the last
                  24
                  months.

              


      

      


      
        	
                14.

              	
                Tenant
                  agrees to provide
                  an 18 inch
                  vent
                  through
                  the roof at a location approved by the Tenant and High Performance
                  Coatings, Inc.,
                  and
                  Tenant agrees to provide a hose bib
                  with turn-off
                  valve at a locationapproved by the Tenant and High Performance
                  Coatings, Inc., and Tenant agrees to replace existing thermostats
                  for two of the existing space heaters with
                  new thermostats that have an off-on
                  switch.

              


      

      


      
        	
                15.

              	
                Tenant
                  agrees to cap the venting hole and remove the hose bib, associated
                  valve
                  and piping if requested by the landlord. High Performance Coatings,
Inc.
                  agrees to repair damage to the roof membrane caused by the coating
                  mixing material vented through the roof vent and landing on the
                  roof.  Any roof damage caused by installation or capping venting work
                  due to contractor neglect or poor workmanship will be repaired
                  by the
                  Tenant

              


      

      


      
        	
                16.

              	
                The
                  sum of $750 shall be the sum as an allowance that the Tenant agrees
                  to pay
                  for the installation and capping of the 18 inch vent. If
the cost
                  of
                  installing and capping the vent exceeds $750, High Perfbrmance
Coatingswill pay
the
                  reasonable
                  remaining costs not due to sub-contractor error or
                  malfeasance.

              


      

      


      
        	
                17.

              	
                The
                  installation and capping of the vent stall be performed by a licensed
                  roofer, and the hose bib, valve and piping
                  installation and re moval'performed by a licensed
                  plumber.,

              


      

      


      
        	
                18.

              	
                Notwithstanding
                  the
                  term of the original
                  lease,
                  High Performance Coatings, Inc. may, at its sole
                  option,
                  approach
                  the
                  Landlord,to negotiate
                  anew lease
                  with
                  such
                  terms
                  and
                  conditions as may be appropriate and suitable to the Landlord
and
                  High Performance Coatings,
                  Inc.  In the event that such negotiations result in a new lease for
                  space, Tenant agrees to release its claims under the Lease it now
                  has and
                  Landlord agrees to release the Tenant from any continuing liability.
                  Until
                  such
                  time
                  however, Landlord shall continpe to rely solely on the Tenant for
                  performance of any and all terms under the
                  Lease.

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                19.

              	
                The
                  final acceptance of this Sublease is subject to the acquisition
                  of a
                  business license for the space and the associated inspections required
                  by
                  the business license.

              


      

       

      Dated
        the
        day and date for above-written.

       

      
        	
                Landlord:

              	
                Tenant:

              
	
                Heritage
                  One, LLC

              	
                Rocky
                  Mountain Seed & Grain

              
	 	 
	
                By:
                  /s/               
                  

              	
                By:
                  /s/               
                  

              
	
                Title: 
                  Owner, Manager 

              	
                Title: 
                  President

              


      

      


      


      


      Sub-lessee:

       

      High
        Performance Coatings, Inc.

       

      By: 
        /s/ Terry R. Holmes       

       

      Title: 
        President, COO

       

      


       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Memorandum
        of Sublease

       

      This
        Memorandum of Sublease set forth in summary form the understanding of the
        parties hereto and is dated this ___ day of November 2005.

      


      1.
        Heritage One, L.L.C., as Landlord and Rocky Mountain Seed and Grain, as Tenant
        have entered into a Commercial and Industrial Lease dated August 9, 2004,
        attached hereto as Exhibit "A" for reference.

      


      2.
        Under
        the terms of such Lease, the Tenant may sublease the demised premises in
        accordance with Section 12 thereof. Such section requires the Landlord to
        provide in writing its consent for the sublease.

      


      3.
        The
        Tenant desires to sublease the space to High Performance Coatings, Inc.,
        an
        Oklahoma corporation doing business in Oklahoma as well as in Utah.

      


      4.
        High
        Performance Coatings, Inc. desires to sublease the space on the same basis
        as
        the terms of the original Lease as set forth herein.

      


      5.
        All
        parties desire to provide a writing that acknowledges the positions of the
        parties relative to the demised property.

      


      6.
        Landlord hereby gives permission and consent for the sublease to High
        Performance Coatings, Inc., as a subtenant for the space. Landlord is not
        otherwise releasing, altering or amending the lease, nor is it substituting
        High
        Performance Coatings, Inc. as a new primary tenant, simply agreeing to the
        sublease.

      


      7.
        High
        Performance Coatings, Inc., is subleasing the space on the same terms and
        conditions as Tenant, including any and all changes made by the original
        lease,
        and has agreed to pay directly to the Landlord for the period of time that
        this
        sublease continues such monthly rentals as are then due and owing under the
        Lease. The parties hereto acknowledge that High Performance Coatings, Inc.
        business employs chemicals and solvents in its coating materials mixing shop.
        These materials have been deemed hazardous as defined in Exhibit A; however,
        the
        controlled use and storage of these materials shall not be deemed to violate
        the
        terms of the Exhibit A.

      


      8.
        High
        Performance Coatings, Inc., agrees to sublease this space for the duration
        of
        the Lease term. Tenant agrees to provide High Performance Coatings, Inc.
        the
        right to terminate this sublease on June 30, 2006. High Performance Coatings,
        Inc agrees to provide the Tenant with written notice dated on or before April
        30, 2006 of such termination intent. High Performance Coatings, Inc. also
        agrees
        to provide a $2,022 security deposit to the Landlord which is fully refiindable
        at the termination of the Sublease.

      


      9.
        During the term of the sublease,
        Tenant has agreed to allow High Performance Coatings, Inc., the reasonable
        use
        of the flat bed thick that Tenant is not using in the business operated by
        Tenant. Such use shall be reasonable and shall not otherwise interfere with
        the
        operations of the Tenant.  In the event that Tenant desires to sell or
        otherwise transfer its interest in the truck or its forklift it shall give
        High
        Performance Coatings,
        Inc. a
        first right of refusal in the disposition at the same value and terms as
        Tenant
        may have with a third party. High Performance Coatings, Inc. shall have 30
        days
        or sooner to exercise such right, otherwise Tenant shall be free to otherwise
        dispose or transfer these two assets.

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      10.
        Such
        reasonable use of the truck is not considered as rental, or as having value
        in
        the application of the language contained in section 12 of the Lease as
        "increased rental." No additional sums
        shall be due to Landlord for this use and right as hereinbefore set
        forth.

      


      11.
        The
        parties also agree that there are no commissions to be paid by any of the
        parties in the execution of this sublease other than those that might be
        continued from the original agreement between the Landlord and
        Tenant.

      


      12.
        The
        space shall be used for coating material mixing shop; parts receiving, shipping
        and storage; and office space.

      


      13.
        High
        Performance Coatings, Inc. agrees to pay Landlord the cost of water usage
        above
        and beyond standard monthly usage. Standard monthly water usage will be
        defined as the combined average monthly water usage
        for each month over the last 24 months.

      


      14.
        Tenant agrees to provide an 18 inch vent through the roof at a location approved
        by the Tenant and High Performance Coatings, Inc., and Tenant agrees to provide
        a hose bib with turn-off valve at a location approved by the Tenant and High
        Performance Coatings, Inc,, and Tenant agrees to replace existing thermostats
        for two of the existing space heaters with new thermostats that have an off-on
        switch.

      


      15.
        Tenant agrees to cap the venting hole and remove the hose bib, associated
        valve
        and piping if requested by the landlord, High Performance Coatings, Inc.
        agrees
        to repair damage to the roof membrane caused by the coating mixing material
        vented through the roof vent and landing on the roof. Any roof damage caused
        by
        installation or capping venting work due to contractor neglect or poor
        workmanship will be repaired by the Tenant

      


      16.
        The sum of $750 shall be the sum as an allowance that the Tenant
        agrees to pay for the installation and capping of the 18 inch vent. If the
        cost
        of installing and capping the vent exceeds $750, High Performance Coatings
        will
        pay the reasonable remaining costs not due to sub-contractor error or
        malfeasance.

      


      17.
        The
        installation and capping of the vent shall be performed by a licensed roofer,
        and the hose bib, valve and piping installation and removal performed by
        a
        licensed plumber..

      


      18.
        Notwithstanding the term of the
        original lease, High Performance Coatings, Inc. may, at its sole option,
        approach the Landlord to negotiate a new lease with such terms
        and conditions as may be
        appropriate and suitable to the Landlord and I-iigh Performance Coatings,
        Inc.
        In the event that such negotiations result in a new lease for space, Tenant
        agrees to release its claims under the Lease it now has and Landlord agrees
        to
        release the Tenant from any continuing liability, Until such
        time however,
        Landlord shall continue to rely solely on the Tenant for performance of any
        and
        all terms under the Lease.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      19.
        The
        final acceptance of this Sublease is subject to the acquisition of a business
        license for the space and the associated inspections required by the business
        license.

       

      Dated
        the
        day and date for above-written.

       

      
         

        
          	
                  Landlord:

                	
                  Tenant:

                
	
                  Heritage
                    One, LLC

                	
                  Rocky
                    Mountain Seed & Grain

                
	 	 
	
                  By:
                    /s/               
                    

                	
                  By:
                    /s/               
                    

                
	
                  Title: 
                    Owner, Manager 

                	
                  Title: 
                    President

                


        

        


        


        


        Sub-lessee:

         

        High
          Performance Coatings, Inc.

         

        By: 
          /s/ Terry R. Holmes       

        Title: 
          President, COO




      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          ARMSTRONG

        

        &
          COMPANY                   
                     
A Professional Corporation 
          
            

          

        

         



      FAX
        TRANSMITTAL SHEET

      


       

      Company:
        HPC                                                                               


       

      Attn:
        Cory                                                                                       


       

      Fax
        #:                                                                                             


       

      From:
        Heather                                                                                 


      


      Date:
        11/17/04                                  Time:                                     
                                        

       

      Message:  Lease
        for UT
        facility                                                        

       

       

      If
        you
        are not receiving clearly, or if you have any problems with this transmission,
        please call us immediately at (801) 263-1040.

       

      


      This
        transmission is intended only for the use of the individual or entity to
        whom it
        is addressed, and may contain information that is privileged and confidential,
        or that constitutes work product and is exempt from disclosure under applicable
        law.

      


      If
        you
        are not the intended recipient or the employee or agent of the intended
        recipient, you are hereby notified that any use, dissemination, distribution
        or
        copying of this communication is strictly prohibited. If you have received
        this
        communication in error, please notify us immediately by telephone and return
        the
        document to us at the address below. Thank you.

      


      Total
        number of pages (including this
        cover sheet):           19          

      


       

       

      CERTIFIED
        PUBLIC ACCOUNTANTS • AICPA • UACPA • NSTP

      4541
        So. 700 East •
        Suite 200 •
        Salt Lake City, UT 84107 •
        Phone (801) 263-1040 •
        Fax (801) 268-6194

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      COMMERCE
        CRG

       

      Standard
        Form

       

      COMMERCIAL
        AND INDUSTRIAL LEASE

      


      


      THIS
        LEASE made and entered into this 9th day of
        August
        2004, by and between HERITAGE ONE, L.L.C., a UTAH LIMITED LIABILITY
        COMPANY, hereinafter called "Landlord," and ROCKY MOUNTAIN SEED
        AND GRAIN, hereinafter called "Tenant."

      


      WITNESSETH:

      


      In
        consideration of the covenants and promises contained herein and other good
        and
        valuable consideration, the receipt and sufficiency of which are hereby
        acknowledge, it is agreed by the parties hereto as follows:

      


      I.
        DEFINITIONS:

      


      1.     
        DEMISED PREMISES

      


      Landlord
        hereby leases to Tenant and Tenant hereby leases from Landlord all those
        certain
        premises hereinafter more fully described, together with the buildings and
        other
        improvements thereon, for the term and upon the rental herein set forth.
        Said
        demised premises consist more particularly of an area containing approximately
        5,490 square feet of a certain project containing approximately 16,470 square
        feet, situated on a parcel of land in a complex commonly known as 14807 South
        Heritage Way, Suite B located in Bluffdale, State of Utah. See Exhibit "A"
        for
        Site Plan.

      


      Tenant
        shall have the right to use the common and parking areas jointly with any
        other
        tenants of the building. However, this right shall be subject to the exclusive
        control and management of Landlord. Landlord shall have the right from time
        to
        time to establish and modify and enforce reasonable rules and regulations
        with
        respect to parking.

      


      2.      PROPORTIONATE
        SHARE:

      


      As
        used
        in Section III, paragraphs 1 (a), 3, 5 and 6 and elsewhere herein,
        "proportionate share" or "tenant's share" means that fraction. the numerator
        of
        which is the number of square feet leased by the Tenant in the
        project and the denominator which is the number of square feet in the project.
        each of which is stated in the definition of 'Demised Premises"
        above.

      


       


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      


      II.
        TERM:

      


      TO
        HAVE
        AND TO HOLD said premises unto Tenant for a term of three (3) years and one
        and
        one-half months beginning August 9. 2004 and ending September 30,
        2007.

      


      III.
        TERMS AND CONDITIONS OF LEASE:

      


      This
        Lease is made on the following terms and conditions, which are expressly
        agreed
        zo by Landlord and Tenant:

      


      
        	
                1.

              	
                RENT:
                  The Tenant agrees to pay as rental to Landlord, at the address
                  specified
                  in this Lease or at such other place Landlord may from time to
                  time
                  designate in writing, the sum of­SEVENTY-TWO THOUSAND SEVEN HUNDRED
                  NINETY-TWO DOLLARS AND NO CENTS ($72,792.00). Said sum to be lawful
                  money
                  of the United States payable as follows: $4,444.00 shall be paid
                  upon the
                  execution of this Lease of which $1,922.00 represents the first
                  month=s
                  base rent and of which $2,122.00 represents the security deposit,
                  and of
                  which $400.00 represents the 2eratmm expenses for the first mouth.
                  The
                  months of August and September 2004 shall §e rent free. Then beginning
                  November 1, 2004, the Tenant shall pay $1,922.00 to the Landlord
                  on the
                  first day of each and every month until September 30, 2005. Then
                  beginning
                  October 1, 2005, the Tenant shall pay $2,022.00 to the Landlord
                  on the
                  first day of each and every month until September 30, 2006. Then
                  beginning
                  October 1, 2006, the Tenant shall pay $2,122.00 to the Landlord
                  on the
                  first day of each and every month until this Lease has
                  expired.

              


      

      


      (a)   In
        addition to
        Tenant's monthly base rent, Landlord will collect from Tenant its proportionate
        share of the operating expenses associated with this Park on a monthly basis.
        The following items are included as operating expenses:

      


       

      
        	
                 

              	
                1.

              	
                Real
                  estate taxes

              


      

      
        	
                 

              	
                2.

              	
                Fire
                  and liability insurance

              


      

      
        	
                 

              	
                3.

              	
                Sweeping
                  and snow removal

              


      

      
        	
                 

              	
                4.

              	
                Landscaping
                  and ground maintenance

              


      

      
        	
                 

              	
                5.

              	
                Common
                  utilities and water and sewer
                  charges

              


      

      
        	
                 

              	
                6.

              	
                HVAC
                  contracts

              


      

       

      


       

      The
        estimated cost for 2004 is 8.0 cents per square foot or $400.00 per month.
        At
        year end the actual operating costs shall be determined by Landlord and any
        adjustment in such estimate shall be made with appropriate additional payments
        by or refunds to Tenant, as appropriate.

       

      (b)   SECURITY
        DEPOSIT: Tenant contemporaneously with the execution of this lease, has
        deposited with Landlord the sum of $2,122.00 receipt of which is hereby
        aclmowledged by Landlord, said deposit being given to secure the faithful
        performance by the Tenant of all of the terms, covenants and conditions of
        this
        lease by the Tenant to be kept and performed during the term hereof. Tenant
        agrees that if the Tenant shall fail to pay the rent herein reserved promptly
        when due, said deposit may, at the option of the Landlord (but Landlord shall
        not be required to) be applied to any rent due and unpaid, and if the Tenant
        violates any of the other terms, covenants and conditions of this Lease,
        said
        deposit shall be applied to any damages suffered.

       

      


       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      Nothing
        contained in this paragraph shall in any way diminish or be
        construed as waiving any of the Landlord's other remedies as provided herein,
        or
        by law. If the security deposit is applied by Landlord for the payment of
        overdue rent or other sums due and payable to Landlord by Tenant hereunder,
        then
        Tenant shall, on the written demand of Landlord, forthwith remit to Landlord
        a
        sufficient amount in cash to restore said security deposit to its original
        amount, and Tenant's failure to do so within fifteen (15) days after receipt
        of
        such demand, shall constitute a breach of this lease. Should Tenant comply
        with
        all ofthe terms. covenants and conditions of this lease and promptly pay
        all of
        the rental herein provided for as it falls due, and all other sums payable
        by
        Tenant to Landlord hereunder, said security deposit shall be returned in
        full to
        Tenant at the end of the term of this lease, or upon the earlier termination
        of
        this lease pursuant to the provisions hereof, except in the event the demised
        premises are sold as a result of the exercise of any power of sale under
        any
        mortgage or deed oftrust, in which event this lease shall be automatically
        amended to delete any reference to this paragraph and Tenant shall be entitled
        to immediate reimbursement of its security deposit from the party then holding
        said deposit.

       

      


         (c)    LATE
        CHARGES:
In the event Tenant fails to pay said rental (including any additional
        rental due hereunder) within ten (10) days of the due date, a late charge
        of ten
        percent (10%) shall be due and payable to Landlord.

       

         2.    
              AUTHORIZED USE: Tenant
        shall use the leased premises for the following purpose, and for no other
        purpose whatsoever, without the written consent of Landlord first had and
        obtained: general office and warehousing.

      


      Tenant
        shall not commit or knowingly permit any waste of the leased premises or
        use the
        same for any unlawful purpose. The Tenant will comply with all applicable
        federal, state and local laws, ordinances and regulations relating to the
        leased
        premises and its use and operation by the Tenant.

      


      Tenant
        agees not to keep, use or permit to be kept or used. on the Leased Premises
        arty
        flammable fluids, explosives or any "hazardous substance," "solid waste,"
        or
        "hazardous waste" as said terms are defined in 42 U.S.C. 9601(14), and 40
        C.F.R.
        261.1 et seq. without the prior written permission of Landlord.

      


      3.           PAYMENT
        OF TAXES AND OTHER ASSESSMENTS: Tenant shall pay its proportionate
        share when they are due of all property taxes, license fees and assessments
        levied or imposed against the premises or measured by the rent payable hereunder
        during the term of this Lease or any extension thereof, by Federal, state,
        nmicipal or other governmental authority; provided, however, that no law
        or
        practice postponing the payment of such taxes, assessments or charges until
        after the termination of this Lease shall relieve Tenant of the obligation
        to
        make such payments. Payment of such taxes shall be made by Tenant to Landlord
        not later than thirty (30) days following the date on which Landlord provides
        Tenant with written evidence of such taxes in the form of a copy of the tax
        return or notice. If Tenant fails to pay any of such taxes, charges or other
        impositions when due. Landlord may pay the same under the provisions of
        paragraph 1.9, hereinafter set forth. Anything herein to the contrary
        notwithstanding, if Tenant deems excessive or illegal any such tax or
        assessment, Tenant may defer payment thereof so long as the validity or the
        amount thereof is contested by Tenant in good faith, in which case Tenant
        shall
        furnish to Landlord a bond, in form reasonably satisfactory to Landlord,
        in an
        amount equal to the amount of taxes or assessments so contested, which bond
        shall guarantee the payment thereof with interest and penalties
        thereon.

       

      



      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      4.           CONDITION
        OF THE PRENIISES: Tenant accepts the leased premises in the condition
        they are in at the time of its taking possession to said premises. Tenant
        agrees, if, during the term of this Lease, Tenant shall change the usual
        method
        of conducting Tenant's business on the leased premises, or should Tenant
        install
        thereon or therein any new facilities, Tenant will, atthe sole cost and expense
        of Tenant, make alterations or improvements in or to the demised premises
        which
        may be required by reason of any Federal or state law, or by any municipal
        ordinance, or regulation applicable thereto. Landlord warrants that the
        building, on date of occupancy, meets all currently applicable Federal, state
        and municipal laws and ordinances.

      


      5.           TENANT'S
        PAYMENT FOR PROPERTY INSURANCE: Tenant shall pay its proportionate
        share of insurance maintained by the Landlord on the leased premises against
        the
        perils of fire, the "extended coverages", vandalism and mischief, and all
        risks
        to the building as well as coverage for six months rent loss due to business
        interruption from the covered risks. The amount of insurance coverage shall
        be
        in an amount equal to ninety percent (90%) of the replacement value of the
        premises. Tenant shall be responsible for any damage to premises as a result
        of
        forced entry into the leased premises or burglary thereof. Also, Tenant shall
        maintain insurance coverage for Tenant's personal property, improvements,
        and
        alterations to the premises. This insurance shall cover the same risks and
        shall
        be for the same percentage of replacement value as the insurance maintained
        by
        the Landlord. The proceeds from such insurance shall be used
        to
        replace Tenant's personal property and to restore its improvements and
        alterations. Both Landlord and Tenant shall be named as coinsureds for this
        coverage maintained by the Tenant. Landlord shall be given thirty (30) days
        notice prior to cancellation or termination of this insurance
        policy.

      


      6.           REPAIR
        AND CARE OF BUILDING AND PAYMENT OF UTILITIES BY TENANT: Tenant shall
        pay all charges, including but not limited to charges for water, heat, gas,
        electricity and other public utilities used on the leased premises, including
        all replacements of light bulbs, tubes, ballasts and starters within a
        reasonable time after they burn out.

      


       


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      Tenant
        agrees to keep the interior of the premises and the grounds outside the premises
        in good condition, and to keep the sidewalks by the premises free from snow
        and
        ice, and agrees to pay for all labor, materials and other repairs to the
        electrical wiring, plumbing, air-conditioning and heating systems. Tenant
        shall
        also be responsible to clean and paint the interior of the premises such
        that it
        is returned to Landlord in the same condition as received by Tenant, normal
        wear
        and tear accepted.

      


      Tenant
        also agrees to pay its proportionate share for:

      


      1.           Mowing
        of grass, care of shrubs, and general landscaping, if any;

      


      2.           The
        cleaning of the exterior of the premises as deemed desirable by the Landlord
        for
        maintaining the premises in a clean, attractive and sanitary condition;
        and

      


      3.           The
        removal of snow and ice, as may be reasonably possible, from driveways and
        parking lots.

      


      7.           REPAIR
        OF BUILDING BY LANDLORD: Landlord agrees for the teen of this Lease, to
        maintain in good condition and repair any latent defects in the exterior
        walls,
        floor joists, and foundations, and to repair any defects in the plumbing,
        electrical, heating and air-conditioning systems for one year after date
        of
        occupancy as well as any damage that might result from acts of Landlord or
        Landlord's representatives. Landlord shall not, however, be obligated to
        repair
        any such damage until written notice of the need of repair shall have been
        given
        to Landlord by Tenant and, after such notice is so given, Landlord shall
        have a
        reasonable time in which to make such repairs.

      


      8.           ALTERATIONS
        OF BUILDING AND INSTALLATION OF FIXTURES AND OTHER APPURTENANCES:
Tenant may, with written consent of Landlord, which consent shall
        not
        be unreasonably withheld or delayed, but at Tenant's sole cost and expense
        in a
        good and workmanlike manner, make such alterations and repairs to the leased
        premises as Tenant may require for the conduct of its business without, however,
        materially altering the basic character of the building or improvements,
        or
        weakening any structure on the demised premises. Tenant shall have the right,
        with the written permission of Landlord, to erect, at Tenant's sole cost
        and
        expense, such temporary partitions, including office partitions, as may be necessary to facilitate
        the
        handling of Tenant's business and to install telephone and telephone equipment
        and wiring, and electrical fixtures, additional lights and wiring and other
        trade appliances. Any alterations or improvements to the leased premises,
        including partitions, all electrical fixtures, lights and wiring shall, at
        the
        option of Landlord, become the property of Landlord, at the expiration or
        sooner
        termination of this Lease. Should Landlord request Tenant to remove all or
        any
        part of the above mentioned items. Tenant shall do so prior to the expiration
        of
        this Lease and repair the premises as described below. Temporary shelves,
        bins,
        and machinery installed by Tenant shall remain the property of Tenant and
        may be
        removed by Tenant at any time; provided, however, that all covenants, including
        rent due hereunder to Landlord shall have been complied with and paid. At
        the
        expiration or sooner termination of this Lease, or any extension thereof,
        Tenant
        shall remove said shelves. bins and machinery and repair, in a good workmanlike
        manner, all damage done to the leased premises by such removal.

       


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      9.           ERECTION
        AND REMOVAL OF SIGNS: Tenant may; if building policy permits, place
        suitable signs on the leased premises for the purpose of indicating the nature
        of the business cam ed on by Tenant in said premises; provided, however that
        such signs shall be in keeping with other signs in the district where the
        leased
        premises are located; and provided, further, that the location and size of
        such
        signs shall be approved by Landlord prior to their erection. Signs shall
        be
        removed prior to the expiration of this lease and any damage to the leased
        premises caused by installation or removal of signs shall be repaired at
        expenses of the Tenant. All work shall be completed in a good workmanlike
        manner,

      


      10.           GLASS:
        Tenant agrees to immediately replace all glass into the demised premises
        if
        broken or damaged during the term of this Lease with glass of the same quality as
        that
        broken or damaged.

      


      11.           RIGHT
        OF ENTRY BY LANDLORD: Tenant, shall permit inspection of the demised
        premises during reasonable business hours by Landlord or Landlord's agents
        or
        representatives for the purpose of ascertaining the condition of the demised
        premises and in order that Landlord may make such repairs as may be required
        to
        be made by Landlord under the terms of this Lease. Sixty (60) days prior
        to the
        expiration of this Lease, Landlord may post suitable notice on the demised
        premises that the same are "For Rent" and may show the premises to prospective
        tenants at reasonable times. Landlord may not, however, thereby unnecessarily
        interfere with the use of demised premises by Tenant.

      


      12.           ASSIGNMENT
        AND SUBLETTING: Neither this Lease nor any interest herein may be
        assigned by Tenant voluntarily or involuntarily, by operation of law, and
        neither all nor any part of the leased premises shall be sublet by Tenant
        without the written consent of Landlord first had or otherwise obtained;
        however, Landlord agrees not to withhold its consent unreasonably for Tenant
        to
        sublet the demised premises. In the event the premises should be sublet.
        as herein provided, at an increased rental, fifty (50%) percent of said
        increase shall be paid to Landlord by Tenant as additional rental.

      


      13.           DAMAGE
        OR DESTRUCTION: If the demised premises or any part thereof shall be
        damaged or destroyed by fire or other casualty, Landlord shall promptly repair
        all such damage and restore the demised premises without expense to Tenant,
        subject to delays due to adjustment of insurance claims, strikes and other
        causes beyond Landlord's control. If such damage or destruction shall render
        the
        premises untenable in whole or in part, the rent shall be abated wholly or
        proportionately as the case may be until the damage shall be repaired and
        the
        premises restored. If the damage or destruction shall be so extensive as
        to
        require the substantial rebuilding, i.e., expenditure of fifty (50%) percent
        or
        more of replacement cost of the building or buildings on the demised premises,
        Landlord or Tenant may elect to terminate this Lease by written notice to
        the
        other given within thirty (30) days afterthe occurrence of such damage or
        destruction. Landlord and Tenant hereby release each other from responsibility
        for loss or damage occurring on orto the leased premises or the premises
        of
        which they are a part or to the contents of either thereof, caused by fire
        or
        other hazards ordinarily covered by fire and extended coverage insurance
        policies and each waives all rights of recovery against the other for such
        loss
        or damage, Willful misconduct lawfully attributable to either party, whether
        in
        whole or in part a contributing cause of the casualty giving rise to the
        loss or
        damage, shall not be excused under the foregoing release and
        waiver.

      



      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      14.           INJURIES
        AND PROPERTY DAMAGE: Tenant agrees to indemnify and hold harmless
        Landlord of and from any and all claims of any kind or nature arising from
        Tenant's use of the demised premises during the term hereof, and Tenant hereby
        waives all claims against Landlord for damage to goods, ware, merchandise
        or for
        injury to persons in and upon the premises from any cause whatsoever, except
        such as might result from the negligence of Landlord or Landlord's
        representatives or fi-om failure
        of
        Landlord to perform its obligation hereunder within a reasonable time after
        notice in writing by Tenant requiring such performance by Landlord. Tenant
        shall
        at all times during the term hereof keep in effect in
responsible companies liability insurance in the names
        of and for the
        benefit of Tenant and Landlord with limits as follows:

      


      Bodily
        Injury. $1,000,000.00 each occurrence; Property Damage, 5500,000.00;
        or in lieu thereof, a combined limit of bodily injury and property
        damage liability of not less than $1,000.000.00.

      


      Such
        insurance may, at Tenant's election, be carried under any general blanket
        coverage of Tenant. A renewal policy shall be procured not less than ten
        (10)
        days prior to the expiration of any policy. Each original policy or a certified
        copy thereof, or a satisfactory certificate of the insurer evidencing insurance
        carried with proof of payment of the premium shall be deposited with Landlord.
        Tenant shall have the right to settle and adjust all liability claims and
        all
        other claims against the insuring companies, but without subjecting Landlord
        to
        any liability or obligation.

      


      15.           SURRENDER
        OF PREMISES: Tenant agrees to surrender the leased premises at the
        expiration, or sooner termination, of the term of this Lease, or any extension
        thereof, in the same condition as when said premises were delivered to Tenant,
        or as altered, pursuant to the provisions of this Lease, ordinary wear, tear
        and
        damage by the elements excepted, and Tenant shall remove all of its personal
        property. Tenant agrees to pay a reasonable cleaning charge should it be
        necessary for Landlord to restore or cause to be restored the premises to
        the
        same condition as when said premises were delivered to Tenant.

      


      16.           HOLDOVER:
        Should the Landlord permit "Tenant to holdover the leased premises
        or
        any part thereof, after the expiration of the term, of this Lease; then and
        unless otherwise agreed in writing, such holding over shall constitute a
        tenancy
        from month-to-mouth only, and shall in no event be construed as a renewal
        of
        this Lease and all provisions of this Lease not inconsistent with a tenancy
        from
        month-to-month shall remain in full force and effect. During the month-to-month
        tenancy, Tenant agrees to give Landlord thirty (30) days prior written notice
        of
        its intent to vacate premises. Tenant agrees to vacate the premises upon
        thirty
        (30) days prior written notice from Landlord. The rental for the month-to-month
        tenancy shall be equal to 150% of the rental payable for the last month of
        the
        previous term of this Lease.

      


      17.         QUIET
        ENJOYMENT: If and so long as Tenant pays the rents reserved by this
        Lease and performs and observes all the covenants and provisions hereof.
        Tenant
        shall quietly enjoy the demised premises, subject, however, to the terms
        of this
        Lease, and Landlord will
warrant and defend
        Tenant in the enjoyment and peaceful possession of the
        demised premises throughout the terms of this Lease.

      



      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      18.           WAIVER
        OF COVENANTS: The failure of any party to enforce the provisions of
        this Lease shall not constitute a waiver unless specifically stated in writing,
        signed by the
        party whose rights are deemed waived, regardless of a party's knowledge of
        a
        breach hereunder.

      


      19.           DEFAULT:
        If Tenant shall make default in the fulfillment of any of the covenants
        and conditions hereof except default in payment of rent, Landlord may, at
        its
        option, after fifteen (15) days prior notice to Tenant, make performance
        for
        Tenant and for the purpose advance such amounts as may be necessary. Any
        amounts
        so advanced, or any expense incurred, or stun of money paid by Landlord by
        reason of the failure of Tenant to comply with any covenant agreement,
        obligation or provision of this Lease, or in defending any action to which
        Landlord may be subjected by reason of any such failure for any reason of
        this
        Lease, shall be deemed to be additional rent for the leased premises and
        shall
        be due and payable to Landlord on demand. The acceptance by Landlord of any
        installment of fixed rent, or of any additional rent due under this or any
        other
        paragraph of this lease, shall not be a waiver of any other rent then due
        nor of
        the right to demand the performance of any other obligation of the Tenant
        under
        this Lease. Interest shall be paid to Landlord on all sums advanced by Landlord
        at an annual interest rate of 2% over the prime rate charged by WELLS FARGO
        BANK.

      


      If
        Tenant
        shall make default in fulfillment of any of the covenants or conditions of
        this
        Lease (other than the covenants for the payment of rent or other amounts)
        and
        any such default shall continue for a period of fifteen (15) days after notice,
        then Landlord may, at its option, terminate this Lease by giving Tenant written
        notice of such termination and, thereupon, this Lease shall expire as fully
        and
        completely as if that day were the date definitely fixed for the expiration
        of
        the term of this Lease and Tenant shall quit and surrender the leased
        premises.

      


      20.           DEFAULT
        IN RENT, INSOLVENCY OF TENANT: If Tenant shall make default in the
        payment of the rent reserved hereunder, or any part thereof, or in making
        any
        other payment herein provided for, and any such default shall continue for
        a
        period of ten (10) days, after written notice to Tenant, or if the leased
        premises or any part thereof shall be abandoned or vacated or
if Tenant shall be legally dismissed there from by or under
        any
        authority other than Landlord, or if Tenant shall file a voluntary petition
        in
        bankruptcy or if Tenant shall file any petition or institute any proceedings
        under any insolvency or Bankruptcy Act or any amendment thereto hereafter
        made,
        seeking to effect its reorganization or a composition with its creditors,
        or if
        any proceedings based on the insolvency of Tenant or relating to bankruptcy
        proceedings, a receiver or trustee shall be appointed for Tenant or the leased
        premises or if any proceedings shall be commenced for the reorganization
        of
        Tenant or if the leasehold estate created hereby shall be taken on execution
        or
        by any process of law or if Tenant shall admit in writing its inability to
        pay
        its obligations generally as they become due, then Landlord, in addition
        to any
        other rights or remedies it may have, shall have the immediate right of re-entry
        and may remove all persons and property from the premises. Such property
        may be
        removed and stored in a public warehouse or elsewhere at the cost of and
        for the
        account of Tenant. Landlord may elect to reenter, as herein provided, or
        Landlord may take possession pursuant to this Lease and relet said premises
        or
        any part thereof for such term or terms (which may be for a term extending
        beyond the term of this Lease) and at such rental or rentals and upon such
        other
        terms and conditions as Landlord in the exercise of Landlord's sole discretion
        may deem advisable with the right to make alterations and repairs to said
        premises. Upon each subletting, Tenant shall he immediately liable for and
        shall
        pay to Landlord, in addition to any indebtedness due hereunder, the costs
        and
        expenses of such reletting including advertising costs, brokerages fees,
        any
        reasonable attorney's fees incurred and the cost of such alterations and
        repairs
        incurred by Landlord, and the amount, if any, by which the rent reserved
        in this
        Lease for the period of such reletting (up to but not beyond the term of
        this
        Lease) exceeds the amount agreed to be paid as rent for the premises for
        said
        period by such reletting. If Tenant has been credited with any rent to be
        received by such reletting and such rents shall not be promptly paid to Landlord
        by the new Tenant, such deficiency shall be calculated and paid monthly by
        Tenant. No such re-entry or taking possession of the premises by Landlord
        shall
        be construed as an election by Landlord to terminate this Lease unless the
        termination thereof be decreed by a court of competent jurisdiction or stated
        specifically by the Landlord in writing addressed to Tenant. Notwithstanding
        any
        such reletting without termination, Landlord may at any time thereafter elect
        to
        terminate this Lease for such previous breach. Should Landlord at any time
        terminate this Lease for any breach, in addition to any other remedy Landlord
        may have, Landlord may recover from Tenant all damages Landlord may incur
        by
        reason of such breach, including the cost of recovering the premises including
        attorney's fees, court costs, and storage charges and including the worth
        at the
        time of such termination of the excess, if any, of the amount of rent and
        charges equivalent to rent reserved in this Lease for the remainder of the
        stated term over the then chargeable rent on the premises for the remainder
        of
        the stated term, all of which amounts shall be immediately due and payable
        from
        Tenant to Landlord. In no event. shall this Lease or any rights or privileges
        hereunder be an asset of Tenant under any bankruptcy, insolvency or
        reorganization proceedings.

      



      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      21.           ENFORCEMENT:
        In the event either party shall
        enforce the terms of this Lease by suit or otherwise, the party at
        fault
        shall pay the costs and expenses incident thereto, including a reasonable
        attorney's fee.

      


      22.           FAILURE
        TO PERFORM COVENANT: Any failure on the part of either party to this
        Lease to perform any obligations hereunder, other than Tenant's obligation
        to
        pay rent, and any delay in doing any act required hereby shall be excused
        if
        such failure or delay is caused by any strike, lockout, governmental restriction
        or any similar cause beyond the control of the party so failing to perform,
        to
        the extent and for the period that such continues.

      


      23.           RIGHTS
        OF SUCCESSORS AND ASSIGNS: The covenants and agreements contained in
        this Lease will apply to, inure to the benefit of, and be binding upon
        the parties hereto, their heirs, distnbutees, executors, administrators,
        legal
        representatives, assigns, and upon their respective successors in interest
        except as expressly otherwise hereinabove provided.

      


      24.           TIME:
        Time is of the essence of this Lease and every term, covenant and
        condition herein contained.

      



      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      25.           LIENS:
        Tenant agrees not to permit any lien for monies owing by Tenant to remain
        against the leased premises for a period of more than thirty (30) days following
        discovery of the same by Tenant; provided, however, that nothing herein
        contained shall prevent Tenant, in good faith and for good cause from contesting
        the claim or claims of any person, firm or corporation growing out of Tenant's
        operation of the demised premises or costs of improvements by Tenant on the
        said
        premises, and the postponement of payment of such claim or claims, until
        such
        contest shall finally be decided shall not be a violation of this Lease or
        any
        covenant thereof, Should any such lien be filed and not released or discharged
        or action not commenced to declare the same invalid within thirty (30) days
        after discovery of the same by Tenant, Landlord may at Landlord's option
        (but
        without any obligation so to do) pay and discharge such lien and may likewise
        pay and discharge any taxes, assessments or other charges against the leased
        premise which Tenant is obligated hereunder to pay and which may or might
        become
        a lien on said premises. Tenant agrees to repay any sum so paid by Landlord
        upon
        demand therefore, as provided for in paragraph 19 herein.

      


      26.           CONSTRUCTION
        OF LEASE: Words of any gender used in this Lease shall be held to
        include any other gender, and words in the singular number shall be held
        to
        include the plural when the sense requires.

      


      27.           SUBORDINATION:
        Landlord shall have the right to subordinate this Lease to any ground
        lease, deed of trust or mortgage encumbering the Property, any advances made
        on
        the security thereof and any renewals, modifications, consolidations,
        replacements or extensions thereof whenever made or recorded. However, Tenant's
        right to quiet possession of the Property during the Lease Term shall not
        be
        disturbed if Tenant pays the rent and performs all of Tenant's obligations
        under
        this Lease and is not otherwise in default. If any ground Landlord, beneficiary
        or mortgagee elects to have this Lease prior to the lien of its ground lease,
        deed of trust or mortgage and gives written notice thereof to Tenant, this
        Least shall be deemed prior to such ground lease, deed of trust or
        mortgage whether this Lease is dated prior or subsequent to the date of said
        ground lease, deed of trust or mortgage or the date of recording
        thereof.

      


      28.           ATTORNMENT:
        If Landlord's interest in the Property is acquired by any ground
        Landlord, beneficiary under a deed of trust, mortgagee, or purchaser at a
        foreclosure sale, Tenant shall attorn to the transferee of or successor to
        Landlord's interest in the Property and recognize such transferee or successor
        as Landlord under this Lease. Tenant waives the protection of any statute
        or
        rule of law which gives or purports to give Tenant any right to terminate
        this
        Lease or surrender possession of the Property upon the transfer of Landlord's
        interest.

      


      29.           SIGNING
        OF DOCUMENTS: Tenant shall sign and deliver any instrument or documents
        necessary or appropriate to evidence any such attorrunent or subordination
        or
        agreement to do so. Such subordination and attornment documents may contain
        such
        provisions as are customarily required by any ground Landlord, beneficiary
        under
        a deed of trust or mortgagee. If Tenant fails to do so within ten (10) days
        after written request, Tenant hereby makes, constitutes and irrevocably appoints
        Landlord. or any transferee or successor of Landlord. the attorney-in-fact
        of
        Tenant to execute and deliver anv such instrument or document.

      



      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      30.           ESTOPPEL
        CERTIFICATES:

      


      (a)
        Upon
        Landlord's written request, Tenant shall execute, acknowledge and deliver
        to
        Landlord a written statement certifying: (i) that none of the terms or
        provisions of this Lease have been changed (or if they have been changed,
        stating how they have been changed); (ii) that this Lease has not been cancelled
        or terminated; (iii) that the last date of payment of the Base Rent and other
        charges and the time period covered by such payment; (iv) that Landlord is
        not
        in default under this Lease (or, if Landlord is claimed to be in default,
        stating why); and (v) such other matters as may be reasonably required by
        Landlord or the holder of a mortgage, deed of trust or lien to which the
        Property is or becomes subject. Tenant shall deliver such statement to Landlord
        within ten (10) days after Landlord's request. Any such statement by Tenant
        may
        be given by Landlord to any prospective purchaser or encumbrancer of the
        Property. Such purchaser or encumbrancer may rely conclusively upon such
        statement as true and correct.

      


      31.           TENANT'S
        FINANCIAL CONDITION: Within ten (10) days after written request from
        Landlord, Tenant shall deliver to Landlord such financial statements as are
        reasonably required by Landlord to verify the net worth of Tenant, or any
        assignee, subtenant, or guarantor of Tenant. In addition, Tenant shall deliver
        to any lender designated by Landlord any financial statements required by
        such
        lender to facilitate the financing or refinancing of the Property. Tenant
        represents and warrants to Landlord that each such financial statement is
        a true
        and accurate statement as of the date of such statement. All financial
        statements shall be confidential and shall be used only for the purposes
        set
        forth herein.

      


      32.           PARAGRAPH
        HEADINGS: The paragraph headings as to the contents of particular
        paragraphs herein, are inserted only for convenience and are in no way to
        be
        construed as part of such paragraph or as a limitation on the scope of the
        particular paragraph to which they refer.

      


      


      33.           NOTICES:
        It is agreed that all notices required or permitted to be given
        hereunder, or for purposes of billing, process, correspondence, and any other
        legal purposes whatsoever, shall be deemed sufficient if given by a
        communication in writing by United States mail, postage prepaid and certified
        and addressed as follows.

      


      
        	
                If
                  to Landlord, at the following address:

              	
                Heritage
                  One, L.L.C.

              
	 	
                3160
                  East Deer Hollow

              
	 	
                Sandy,
                  Utah 84092

              
	 	
                Attn:
                  Ooma Menlove

              
	 	
                (801)
                  944-8588

              


      

      


       


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      


      


      
        	 	
                If
                  to Tenant, at the following address:

              
	 	 
	 	
                Rocky
                  Mountain Seed and Grain

              
	 	
                15178
                  South Mountainside Drive

              
	 	
                Bluffdale,
                  Utah 84065

              
	 	
                (801)
                  541-6249 (cell)

              


      

      


      34.           COMMISSIONS:
        Landlord acknowledges the services of COMMERCE CRG as Real Estate Broker
        in this
        transaction and in consideration of the effort of said Broker in obtaining
        Tenant herein, does hereby agree to pay to said broker for services rendered,
        commissions on the rental of the demised premises at the rate specified and
        in
        accordance with Exhibit "D" annexed to Landlord's copy of this Lease and
        made a
        part hereof. Said Broker shall be entitled to its commission regardless of
        whether or not the premises are taken as a result of the exercise of the
        power
        of eminent domain or by an agreement in lieu thereof.

      


      35.           GOVERNING
        LAW: The terms of this Agreement shall be governed by and construed in
        accordance with Utah law.

      


      36.           DOCUMENTATION:
        The parties hereto agree to execute such additional documentation
        as
        may be necessary or desirable to carry out the intent of this
        Agreement.

      


      37.           CONTINGENCY
        REGARDING USE. This Lease is contingent upon there being no
        restrictions, covenants, agreements, laws, ordinances, rules or regulations,
        which would prohibit Tenant from using the above described premises for the
        purposes described herein.

      


      38.           INDEMNIFICATION
        OF LANDLORD: Tenant, as a material part of the consideration to be
        rendered to Landlord under this Lease, shall hold Landlord exempt and harmless
        from any damage or injury to any person, or the goods, wares and merchandise
        of
        any person, arising from the use of the premises by Tenant, or from the failure
        of the Tenant to keep the premises in good condition and repair, as herein
        provided.

      


      39.           EMINENT
        DOMAIN: If at any time during the term of this Lease the entire
        premises or any part thereof shall be taken as a result of the exercise of
        the
        power of eminent domain or by an agreement in lieu thereof, this Lease shall
        terminate as to the part so taken as of the date possession is taken by the
        condemning authority. If all or any substantial portion of the premises shall
        be
        taken, Landlord may terminate this Lease at its option, by giving Tenant
        written
        notice of such termination within thirty (30) days of such taking. If all
        or a
        portion of the premises taken are so substantial that Tenants use of the
        premises is substantially impaired, Tenant may terminate this Lease pursuant
        to
        this Article. Unless terminated as herein provided for, this Lease shall
        remain
        in full force and effect, except that the rent payable by Tenant hereunder
        shall
        be reduced in the proportion that the area of the premises so taken bears
        to the
        total premises. Landlord shall be entitled to and Tenant hereby assigns to
        Landlord the entire amount of any award in connection with such taking. Nothing
        in this Article shall give Landlord any interest in or preclude Tenant from
        seeking, on its own account, any award attributable to the taking of personal
        property or trade fixtures belonging to Tenant, or for the interruption of
        Tenant's business.

      


       


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      40.           REPRESENTATION
        REGARDING AUTHORITY: The persons who have executed this Lease represent
        and warrant that they are duly authorized to execute this Lease in their
        individual or representative capacity as indicated.

      


      41.           ENTIRE
        AGREEMENT: This Lease constitutes the entire agreement and
        understanding between the parties hereto and supersedes all prior discussions,
        understandings and agreements. This Lease may not be altered or amended except
        by a subsequent written agreement executed by all of the parties
        hereto.

      


      42.           REVIEW
        OF DOCUMENTS: The parties hereto represent that they have read and
        understand the terms of this Lease, and that they have sought legal
counsel to the extent deemed necessary in order to protect their
        respective interests.

      


      43.           KEYS
        & LOCKS: Tenant, upon the termination of the Tenancy, shall deliver
        to the Landlord all the keys to the offices, rooms and restrooms which have
        been
        furnished to the Tenant.

      


      44.           AUCTION,
        FIRE OR BANKRUPTCY SALE: Tenant shall not conduct any auction nor
        permit any fire or bankruptcy sale to be held on the premises.

      


      45.           CARPETING
        DAMAGE AND CHAIRMATS: Tenant agrees to be responsible for the
        replacement of carpeting in the demised premises if same shall be damaged
        by
        burning, or stains resulting from spilling anything on said carpet, reasonable
        wear and tear accepted. Tenant further agrees to use "chairmat" under
        all chairs used
with desks.

      


      46.           MEDIATION
        AND ARBI'1 RATION, If any dispute or claim in law or equity arises out
        of this Lease. Tenant and Landlord agree in good faith to attempt to settle
        such
        dispute or claim by mediation under the Commercial Mediation rules ofthe
        American Arbitration Association. If such mediation is not successful in
        resolving such dispute or claim, then such dispute or claim shall be decided
        by
        neutral binding arbitration before a single arbitrator in accordance with
        the
        Commercial Arbitration rules of the American Arbitration Association. Judgment
        upon the award rendered by the arbitrator maybe entered in any court having
        jurisdiction thereof However, this paragraph does not apply to disputes or
        claims arising under Section 78, Chapter 36, of the Utah Code.

      


      47.           AGENCY
        DISCLOSURE: At the signing of this Agreement the listing agent, Travis
        Healey/Commerce CRG represents (X) Landlord ( ) Tenant, and the selling agent,
        Travis Healey/Commerce represents ( ) Landlord (X) Tenant. Landlord and Tenant
        confirm that prior to signing this Agreement written disclosure of the agency
        relationship(s) was provided to him/her.

      (    )
        Landlord's initials

      (    )Tenant's
        initials

       

      48.           ACCEPTANCE:
        This lease must be accepted by all parties on or before August 10,
        2004.

       

      


       


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused these presents to be
        executed as of the day and year first above written.

       

      
        	
                TENANT:

              	
                LANDLORD:

              
	
                ROCKY
                  MOUNTAIN SEED & GRAIN

              	
                HERITAGE
                  ONE, L.L.C., a UTAH LIMITED LIABILITY COMPANY

              
	
                BY:
                  /s/

              	
                BY:
                  /s/

              
	
                TITLE:

              	
                TITLE:

              


      

      


      


      


      I,
        personally and severally, guarantee the terms and conditions of the foregoing
        Lease.

      


      /s/
        Ray Hardy

      Ray
        Hardy, personally

       

       

       

       

       

       

       

      
 



     

     

     

     

     

     

    14