COMMERCIAL LEASE

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Exhibit 10.10

COMMERCIAL LEASE

        THIS LEASE is entered into this date by and between DiiG, LLP, a Colorado limited liability company ("Lessor") and WESTERN BRANDS, LLC, a Colorado limited liability company ("Lessee").

        In consideration of the covenants, leases and stipulations herein contained on the part of the Lessee to be paid, kept and faithfully performed, the Lessor does hereby lease, demise and let unto the said Lessee, and Lessee does hereby hire and take from Lessor the entire premise including the building containing 12,000 rentable square feet located at and commonly known as 6273 Monarch Park Place, Niwot, Colorado, 80503, including all parking associated with the building.

        In consideration of the leasing of said premises and of the mutual leases herein contained, each party hereto does hereby expressly covenant and agree to and with the other, as follows:

         Section 1.    Acceptance of Lease.     The Lessee accepts said letting and agrees to pay to the order of the Lessor the rentals stated below for the full term of this lease, in advance, at the times and in the manner aforesaid.

         Section 2.    Term.     This lease shall commence January 1, 2005, and continue for a period of three (3) years, ending at 5:00 P.M., December 31, 2007.

         Section 3.    Option to Renew.     Lessee shall have the option to renew this lease for one additional three (3) year term, if, at the time of renewal, Lessee is not then in default, as follows:

        A.    The options may be exercised by written notice to Lessor given not less than one hundred twenty (120) days prior to the last day of the term of this Lease for the first option, and not less than one hundred twenty (120) days prior to the last day of the first option term for the second option.

        B.    The terms and conditions of the lease for the renewal term shall be identical with the original term except for the basic rent. The basic rent for each renewal term shall be the then market rate for the premises, provided however, that the basic rent shall not increase by less than five percent (5%) over the prior year's basic rent. During each renewal term, the basic rent shall increase at the rate of five percent (5%) per annum. During the renewal terms, Lessor shall be entitled to retain all rents received by Lessee from sublease, assignment and licensing of the subject real property.

         Section 4.    Basic Rent.     

        A.    Lessee shall pay to Lessor for each full calendar month during the lease term, basic rent in the sum of nine thousand five hundred dollars ($9,500.00) per month. The basic rent shall be payable in advance upon the 1st day of each calendar month through and including December 1, 2007. The first month's basic rent shall be paid on the commencement date of this lease. If rent is not paid within five (5) days of its due date, Lessee shall pay an additional late fee of five percent (5%) of the monthly rental amount. Any amounts, whether basic rent or additional rent which are not paid within ten (10) days after written notice to Lessee, shall bear interest at the rate of twelve percent (12%) per annum.

         Section 5.    Additional Rent .    

        A.    The Lessee shall pay Lessor additional annual rent equal to the cost of all operating expenses for the building and premises multiplied by one hundred percent (100%). Operating expenses shall include, but not be limited to: (i) taxes, assessments and governmental taxes, whether federal, state, county or municipal, which are levied on or charged against the premises and any other taxes and assessments attributable to the premises and its operation excluding, however, federal and state income taxes; (ii) all insurance premiums paid by the Lessor attributable to the premises, for insurance customarily carried by owners of buildings of the same size and age as the demised premises; (iii) all expenses incurred in connection with the maintenance, operation, and repair of the building, except as set forth in Section 9 B hereinafter, associated equipment, parking areas, and landscaped areas;

(iv) building and cleaning supplies and materials; (v) the cost of all charges for cleaning, maintenance and service contracts, trash collection, snow removal, and other services with independent contractors; (vi) the reasonable amortization of any capital improvements which are made or installed by Lessor after the commencement of this lease for the purpose of saving labor or otherwise reducing applicable operating expenses using generally accepted accounting practices consistently applied; and (vii) all other costs and expenses reasonably necessary in the operation and maintenance of a first class building (any management fees shall not exceed five percent (5%) of the net income). Such additional rent shall be paid at monthly intervals in advance upon receipt of statements of estimated charges from Lessor. At the end of each calendar year, or, at Lessor's option, at any other more frequent interval, Lessor shall provide a detailed accounting of the total operating expenses for the Building, Lessee's share of such amount, and Lessee's payments toward such amount during the year or interval. During the thirty (30) day period following such accounting, Lessor shall pay any excess to the Lessee if payments exceed expenses, and the Lessee shall pay additional rent to Lessor if expenses exceed payments. If Lessee does not agree with the accounting provided by Lessor, Lessee shall have the right to examine the books and records of Lessor related to the premises for purposes of auditing the operating expenses, provided, however that such audit shall be at Lessee's sole cost and expense unless the audit reveals a discrepancy of more than five percent (5%) in Lessor's favor, in which case the cost and expense of the audit shall be reimbursed to Lessee by Lessor.

        B.    Operating expenses shall not include the cost of any work or service performed specially by the Lessor for the Lessee at the cost of such Lessee.

        C.    During the term of this lease, Lessee may, within Lessor's consent, which consent shall not be unreasonably withheld, contract with third parties to perform all or part of the services described in Section 5 A above.

         Section 6.    Adjustment of Basic Rent .    

        The amount of basic monthly rent shall be adjusted for the succeeding twelve months on each anniversary date of this lease as follows: January 1, 2006—nine thousand seven hundred fifty dollars ($9750.00); January 1, 2007—ten thousand dollars ($10,000).

         Section 7.    Right to Contest Taxes.     Lessor, at Lessor's discretion, may protest the amount of any assessment of real property taxes. If Lessor obtains a reduction in assessment and/or real property taxes and after deducting reasonable expenses involved in the contesting of said taxes, Lessor shall credit to Lessee any net reduction in real estate taxes affected for a year for which Lessee has previously paid said taxes. If, in Lessor's discretion, Lessor refuses to contest the amount of any assessment and/or real property taxes, then Lessee shall have the right to contest any such assessment and/or real property taxes. If Lessee elects to contest such assessment and/or real property taxes, Lessee shall diligently conduct such proceedings on behalf of Lessor or other entity entitled to initiate such proceedings or other actions. Lessor shall cooperate with Lessee in any such contest and shall execute and deliver any documents reasonably required to be executed by Lessor as owner of the demised premises in connection with such contest. If the proceedings or other actions instituted by Lessee result in the reduction in the amount of assessment and/or tax, Lessee shall first be reimbursed from the amount of rebate or reduction, if any, of taxes previously paid for Lessee's expenses in undertaking and prosecuting the proceeding or other action, and then Lessee shall be reimbursed the balance of any rebate. Lessee shall also be entitled to a credit for of any net reduction in real estate taxes affected for future years by reason of the payment of any increase in real property taxes as set forth in this lease.

         Section 8.    Use of Premises .    

        A.    The Lessee shall use said demised premises during the term of this lease for general office purposes and warehousing, provided that said use complies with all applicable laws, ordinances and

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regulations, and for no other purpose whatsoever without Lessor's written consent, which shall not be unreasonably withheld.

        B.    The Lessee will not make any unlawful, improper or offensive use of said premises; will not suffer any waste thereof; will not permit any objectionable noise or odor to escape or to be emitted from said premises or do anything or permit anything to be done upon or about said premises in any way tending to create a nuisance; will not sell or permit to be sold any spirituous, vinous or malt liquors on said premises, excepting such as Lessee may be licensed by law to sell and as may be herein expressly permitted; nor will it sell or permit to be sold any controlled substance on or about said premises.

        C.    The Lessee will not allow the leased premises at any time to fall into such a state of repair or disorder as to increase the fire hazard thereon; shall not permanently install any power machinery on said premises except under the supervision and with the written consent of the Lessor; shall not store gasoline or other highly combustible materials on said premises at any time; will not use said premises in such a way or for such a purpose that the fire insurance rate on the building in which said premises are located is thereby increased or that would prevent the Lessor from taking advantage of any rulings of any agency of the state in which said leased premises are situated or its successors, which would allow the Lessor to obtain reduced premium rates for long term fire insurance policies.

        D.    Lessee accepts the premises in a where is, as is condition, and Lessor has no obligation to improve, repair, restore, or alter the premises. Lessee acknowledges that neither the Lessor or any agent of Lessor has made any representation or warranty, except as otherwise expressly provided in this lease, with respect to the premises, including, without limitation, any representation or warranty with respect to the suitability or fitness of the premises or any portion for the conduct of Lessee's business, or compliance of the premises with the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 - 12213, as amended from time to time (the ADA). Notwithstanding the above, Landlord warrants that the HVAC, electrical and mechanical systems are in good condition and repair as of September 1, 2004. Lessee shall comply in all material respects, at Lessee's own expense, with all laws and regulations of any municipal, county, state, federal or other public authority respecting the use of said leased premises. Nothing herein shall require Lessee to make structural repairs or alterations to comply with such laws and regulations unless Lessee has, by its manner of use of the demised premises or method of operation therein, violated any such laws or regulations with respect thereto, or caused the premises to be in non-compliance. Lessee may, after securing Lessor to Lessor's reasonable satisfaction against all damages, interest, penalties and expenses, including, but not limited to, reasonable attorney's fees, by cash deposit or by surety bond in an amount and in a company satisfactory to Lessor, contest and appeal any such laws or regulations provided same is done with all reasonable promptness and provided such appeal shall not subject Lessor to prosecution for a criminal offense or cause the demised premises or any part thereof to be condemned or vacated.

         Section 9.    Repairs and Improvements .    

        A.    The Lessor shall not be required to make any repairs, alterations, additions or improvements to or upon said premises during the term of this lease, except only those hereinafter specifically provided for; the Lessee hereby agrees to maintain and keep said leased premises including all interior and exterior doors, heating, ventilating and cooling systems, interior wiring, plumbing fixtures and interior drain pipes in good order and repair during the entire term of this lease at Lessee's own cost and expense, and to replace all glass which may be broken or damaged during the term hereof in the windows and doors of said premises with glass of as good or better quality as that now in use; Lessee further agrees that Lessee will make no alterations, additions or improvements to or upon said premises without the written consent of the Lessor first being obtained.

        B.    The Lessor agrees to maintain in good order and repair during the term of this lease the exterior walls, roof, gutters, downspouts and foundations of the building on the demised premises and

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the sidewalks thereabouts. Lessor will maintain and keep any wiring, plumbing and drain pipes outside the building, but on the demised premises, in good repair during the term of this lease, except as such repairs are caused by the negligent acts or willful wrong doing of Lessee or agents, employees, or licensees of Lessee. It is understood and agreed that the Lessor reserves and at any and all times shall have the right to alter, repair or improve the building, or to add thereto and for that purpose at any time may erect scaffolding and all other necessary structures about and upon the demised premises and Lessor and Lessor's representatives, contractors and workmen for that purpose may enter in or about the said demised premises with such materials as Lessor may deem necessary therefor, and Lessee waives any claim to damages, including loss of business resulting therefrom, provided, however, that Lessor shall use its best efforts not to interfere with the conduct and operation of Lessee's business at the demised premises.

         Section 10.    Lessor's Right of Entry.     It shall be lawful for the Lessor, its agents and representatives, at any reasonable time, with twenty-four (24) hours notice, except for an emergency in which case no not ice shall be required, to enter into or upon said demised premises for the purpose of examining into the condition thereof, or any other lawful purpose.

         Section 11.    Utilities.     Lessee shall contract for and obtain, in its name, all utility services required on the premises, including gas, electricity, telephone, water and sewer services, and Lessee shall pay all charges for those services as they become due. If Lessee fails to pay the charges, Lessor may elect to pay them and the charges will then be added to the rental installment next due. Lessee shall be liable for any injury or damages to the equipment or service lines of the utility suppliers that are located on the premises, resulting from the negligent acts or willful wrongdoing of Lessee, or the agents, employees or licensees of Lessee.

         Section 12.    Right of Assignment.     The Lessee will not assign, transfer, pledge, hypothecate, surrender or dispose of this lease, or any interest herein, sublet, or permit any other person or persons whomsoever to occupy the demised premises without the written consent of the Lessor being first obtained in writing, which consent shall not be unreasonably withheld; this lease is personal to said Lessee; Lessee's interests, in whole or in part, cannot be sold, assigned, transferred, seized or taken by operation at law, or under or by virtue of any execution or legal process, attachment or proceedings instituted against the Lessee, or under or by virtue of any bankruptcy or insolvency proceedings had in regard to the Lessee, or in any other manner, except as above mentioned. Notwithstanding the foregoing, however, Lessee may assign this lease without Lessor's prior written consent to any corporation, which is directly or indirectly controlled by or under common control with Lessee.

         Section 13.    Liens.     The Lessee will not permit any lien of any kind, type or description to be placed or imposed upon the building in which said leased premises are situated, or any part thereof, or the real estate on which it stands, and shall discharge same within thirty (30) days after filing thereof by payment thereof or filing a bond required by law.

         Section 14.    Ice, Snow, Debris.     At all times Lessee shall keep the sidewalks in front of the demised premises free and clear of rubbish, debris and obstruction; and if the Lessee occupies the entire building, and Lessee will not permit rubbish, debris, ice or snow to accumulate on the roof of said building so as to stop up or obstruct gutters or downspouts or cause damage to said roof, and will save harmless and protect the Lessor against any injury whether to Less