LEASE

Exhibit 10.3

LEASE

by and between

Levine & Riggle Rental Company Limited Partnership,

an Arizona limited partnership

“ Lessor ”

and

Adventure Vending Inc.,

a Washington corporation

“ Lessee ”

for

premises known as

7170 West Oakland

Chandler, Arizona

November 1, 2005

TABLE OF CONTENTS

i

Exhibits

ii

LEASE

THIS LEASE (this “ Lease ” ) is made and entered into as of the first day of November, 2005, by and between Levine & Riggle Rental Company Limited Partnership, an Arizona limited partnership (“ Lessor ”) , and Adventure Vending Inc., a Washington corporation (“ Lessee ”).

WITNESSETH:

For and in consideration of the mutual agreements, covenants and promises set forth in this Lease and for other good and valuable consideration, the receipt, sufficiency and validity of which is hereby acknowledged, Lessor and Lessee agree as follows:

1. Leased Premises: Lessor leases to Lessee and Lessee accepts and leases from Lessor, upon the terms and conditions set forth in this Lease, that certain real property located in the City of Chandler, County of              , State of Arizona, more particularly described on Exhibit “A” attached hereto (the “ Land ” ) and the buildings and other improvements located on the Land (the “ Improvements ”; the Land and the Improvements being collectively called the “ Premises ”), which is that certain real property commonly known as 7170 West Oakland,              County, Chandler, Arizona.

2. Lease Term: This Lease shall be in effect for a period commencing on November 1, 2005 (the “ Commencement Date ”) and expiring on midnight October 31, 2007. (the “ Lease Term ”) unless this Lease shall sooner terminate as hereinafter provided. Notwithstanding the foregoing, this Lease may be terminated at any time by Lessee upon not less than ninety (90) days prior written notice to Lessor. At the termination of this Lease, all items of rent, taxes, insurance, utilities and other matters shall be adjusted and prorated as of the date of termination, and Lessee shall pay to Lessor, or Lessor shall pay to Lessee, as the case may be, such sums as shall be required to accomplish the proration.

3. Rent: Lessee shall, commencing on the Commencement Date and on the first day of each month during the Initial Term pay to Lessor as base rent (the “ Base Rent ” ) the sum of Four Thousand Five Hundred and No/100 Dollars ($4,500.00).

4. Payment of Rent: Lessee shall pay the monthly installments of Base Rent and all other sums due under this Lease to Lessor, without notice or demand, and except as expressly set forth in this Lease, without deduction, abatement or setoff, on the first day of each month during the Lease Term, at c/o Pacific Companies, 1702 East Highland, Suite 310, Phoenix, Arizona 85016, or at such other place, or to such other person or persons as Lessor may designate in writing. All sums due under this Lease shall be payable in current legal tender of the United States of America. The extension of time for the payment of any installment of Base Rent or any other sums due hereunder, or the acceptance by Lessor of any late payment, will not constitute the waiver of the right of Lessor to insist on having all other payments due here-under made in the manner and at the time herein specified. Concurrently with the execution of this Lease by Lessee, Lessee shall pay to Lessor the monthly installment of Base Rent, together with the taxes thereon referenced in Paragraph 8(a) below, for the first (1st) month of the Lease Term.

5. Payment of Expenses: Lessee acknowledges and agrees that it will share common office, utility, refuse removal and janitorial expenses at the Premises with Pacific Communications, Inc. ( “ Pacific ” ). Lessee acknowledges that it will receive a monthly invoice in the form of “ Exhibit B ” attached hereto (the “ Expense Invoice ” ), which Expense Invoice will assess expenses to Lessee based on the percentages set forth on Exhibit B hereto. Lessee agrees to promptly pay to Lessor the amount set forth on each monthly Expense Invoice pursuant to the payment instructions set forth on such Expense Invoice.

6. Late Charges: If any amount due to Lessor is not received in full by Lessor on or before ten (10) days after the date any such payment is due, then Lessee shall pay to Lessor a late payment charge in

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the amount of five percent (5%) of the amount then due. The parties acknowledge that the damages Lessor will suffer in the event of late payments would be extremely difficult to calculate and the parties agree that the foregoing late payment charge is a reasonable estimate of Lessor’s probable damages, and as such, constitutes a reasonable charge for the expenses Lessor will suffer if Lessee fails to pay any such sum when due, and is not a penalty. No payments need be accepted after said ten (10) day period unless accompanied by the late payment charge. This provision shall not be construed to allow or permit Lessee to make payments after the due date, or to waive any of Lessor’s rights in connection therewith.

7. Additional Rent: In addition to Base Rent, all other amounts to be paid by Lessee to Lessor pursuant to this Lease, if any, shall be deemed to be Additional Rent, whether or not designated as such and shall be due and payable upon demand or together with the next succeeding installment of Base Rent, whichever shall first occur. Lessor shall have the same remedies for the failure to pay Additional Rent as for the nonpayment of Base Rent.

8. Taxes:

(a) Occupancy, Sales and Rent Taxes: In addition to and together with its payments of Base Rent and Additional Rent, Lessee shall pay to Lessor any governmental taxes, other than income taxes, now or hereafter imposed on Base Rent, Additional Rent and other charges collected or paid pursuant to the terms of this Lease, including, without limitation, state or local rental, occupancy, sales, transaction privilege and excise taxes.

(b) Personal Property Taxes: Lessee shall pay to the appropriate taxing authority, not later than ten (10) days prior to delinquency, all personal property taxes assessed against any personal property of Lessee located on or used in connection with the Premises.

(c) Real Property Taxes: Lessee shall pay all real property taxes and assessments (including, but not limited to water, irrigation project, sewer, street, paving and other improvement lien assessments) against the Premises. Lessee shall pay one-twelfth (1/12) of the estimated annual amount of such real estate taxes and assessments to Lessor, together with and at the same time that each monthly installment of Base Rent is due pursuant to Paragraphs 4 and 5 above. From time to time, Lessor shall notify Lessee in writing of the most current tax assessment against the Premises, together with Lessor’s computation of the monthly amount of such tax to be paid by Lessee. At the end of each full tax year during the term of this Lease and again at the expiration or termination of this Lease, Lessor and Lessee shall calculate the actual tax paid or owing for the Premises, and Lessee shall be credited or charged, as the case may be, for such adjustments as may be necessary by reason of any difference between the actual amounts determined by Lessor to have been paid or owing for the Premises (or the pro-rata portion of such amount notwithstanding that payment to the taxing authority may not then be due) and the amount of such taxes actually paid by Lessee to Lessor.

9. Use of Leased Premises: Lessee may occupy and use the Premises throughout the Lease Term for any legal and lawful business purpose and for no other purpose whatsoever (the “ Use ” ). Lessee shall not use or occupy or permit the Premises to be used or occupied, nor to do or permit anything to be done in or on the Premises, in a manner which will in any way make void or voidable any insurance then in force with respect thereto. Further, Lessee shall not use or occupy the Premises, nor permit anything to be done in or on the Premises which will cause or be likely to cause structural damage to the Improvements or any part thereof, or which will constitute a public or private nuisance, or which will violate the rights of adjoining landowners and Lessee shall not use or occupy or permit the Premises to be used or occupied in any manner which will violate any laws. Throughout the Lease Term, Lessee, at its sole cost and expense, shall promptly remove any violation and shall promptly comply with all present and future laws, ordinances, orders, rules, regulations and requirements of all federal, state, and municipal governments or any other body exercising functions similar to those of any of the foregoing which may be related to the Premises, or any part thereof, or to the use or manner of use of the Premises, or any part thereof. Lessee shall not do or suffer any waste, damage, disfigurement or injury to the Premises or any part thereof.

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10. Intentionally Omitted.

11. Alterations and Improvements: Lessee shall have the right, at Lessee’s sole cost and expense, to make alterations and improvements to the Premises, provided that Lessee first obtains Lessor’s written consent, which consent shall not be unreasonably withheld. In seeking such approval, Lessee shall deliver to Lessor the plans and specifications therefor and the names and addresses of contractors being used to make such improvements. All improvements shall be made in a lien-free manner, in compliance with all applicable governmental regulations and in conformance with plans and specifications approved by Lessor. Lessee shall give Lessor at least ten (10) days prior written notice of the date of commencement of any construction on the Premises. All alterations, improvements, additions and fixtures made or installed by Lessee shall remain upon the Premises at the expiration or earlier termination of this Lease and shall become the property of Lessor, unless Lessor shall, either prior to the expiration or termination of this Lease, or within ten (10) days after the termination or expiration of this Lease, give written notice to Lessee directing Lessee to remove the same or such of the same as shall be specified by Lessor, and all damage occasioned in connection with such removal shall be repaired by Lessee at its sole cost and expense.

12. Maintenance and Repairs:

(a) Lessee’s Maintenance: Lessee, at its sole cost and expense, shall maintain in good order and repair (making all necessary replacements, renewals, and alterations, thereto) the interior of the Premises and any improvements now existing or hereafter made upon the Premises by Lessee, and all furnishings, fixtures and equipment located therein, in a good, safe, sanitary and neat manner. Lessee’s maintenance obligations shall include, without limitation, any and all interior and non-structural walls; all water, drain, sewer, heating, electrical and other pipes, lines or ducts in the Premises; all fixtures, electrical and lighting facilities; all windows, doors, plate glass, window and door frames; and any Lessee signage in or about the Premises. Lessee shall keep all drainage pipes in the Premises free and open and will protect water, heating and other pipes within the Premises so that they will not freeze or become clogged, and will repair all leaks, and will also repair all damage caused by leaks or otherwise by Lessee’s failure to perform its obligations under this paragraph. Lessee shall, at its sole cost and expense for its pro rata share as set forth below, perform all ordinary maintenance and repair of the HVAC system serving the Premises as is customary and reasonable, under a net lease, to maintain it in good order and repair. All maintenance and repair work shall comply with applicable laws, ordinances, and regulations. Lessee shall further keep and maintain any sidewalk area in front of the Premises. If any of the foregoing are common facilities shared with Pacific, such cost and expenses related to such common facilities shall be shared on a pro rata basis with Pacific and invoiced to Lessee and Pacific pursuant to Paragraph 5 above.

(b) Lessor’s Maintenance: Lessor shall maintain and repair throughout the term of the Lease the structural portions of the roof and the roof membrane, the surfaces of exterior walls, the structural portions of the Improvements and the foundation, and the pipes, utility and sewer lines, serving the exterior of the Improvements to the Premises. All maintenance and repair work shall comply with applicable laws, ordinances and regulations.

13. Access: Lessor and its authorized representatives shall have, at all reasonable times, upon not less than forty-eight (48) hours advance written notice (except in the event of an emergency, in which event only such notice as may be reasonable under the circumstances shall be required), the right to enter the Premises to inspect the same, to exhibit the Premises to prospective purchasers, lenders or lessees, to make any necessary repairs to the Premises, or to perform any work (i) which may be necessary to comply with any laws, ordinances, rules or regulations of any public authority, or (ii) that Lessor may deem necessary to prevent waste or deterioration in connection with the Premises if Lessee does not make or cause such repairs to be made or performed or cause such work to be performed promptly after receipt of a written request from Lessor. Lessor shall have the right at all times to retain a key with which to unlock all of the doors in, upon or about the Premises, excluding Lessee’s vaults, safes and files.

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14. Liability and Casualty Insurance:

(a) Indemnification and Waiver

(i) Indemnity. To the fullest extent permitted by law and except for Claims arising from the negligence or other fault of Lessor Parties, Lessee shall, at Lessee’s sole cost and expense, Indemnify Lessor Parties against all Claims arising from (i) any Personal Injury, Bodily Injury or Property Damage occurring in or at the Premises; (ii) any Bodily Injury to an employee of a Lessee Party arising out of and in the course of employment of the employee and occurring anywhere in the Property; (iii) the use or occupancy, or manner of use or occupancy, or conduct or management of the Premises or of any business therein; (iv) subject to the waiver of subrogation provisions of this Lease, any act, error, omission or negligence of any of the Lessee Parties in, on or about the Premises or the Property; and (v) the conduct of Lessee’s business; (vi) any alterations, activities, work or things done, omitted, permitted or allowed by Lessee Parties in, at or about the Premises or Property, including the violation of or failure to comply with any applicable laws, statutes, ordinances, standards, rules, regulations, orders, or judgments in existence on the date of the Lease including Hazardous Materials Laws (defined below); (vii) any breach or default by Lessee in the full and prompt payment of any amount due under this Lease, any breach, violation or nonperformance of any term, condition, covenant or other obligation of Lessee under this Lease if Lessee does not make such payment or otherwise cure such breach, default, violation or nonperformance within thirty (30) days of the onset of same, or any misrepresentation made by Lessee or any guarantor of Lessee’s obligations in connection with this Lease; (viii) all damages sustained by Lessor as a result of any holdover by Lessee or any Lessee Party in the Premises including, but not limited to, any claims by another tenant resulting from a delay by Lessor in delivering possession of the Premises to such tenant; (ix) any liens or encumbrances arising out of any work performed or materials furnished by or for Lessee; or (x) any matter enumerated in Paragraph 14(a)(ii) below.

(ii) Waivers. Lessee, on behalf of all Lessee Parties, Waives all Claims against Lessor Parties arising from the following except to the extent caused by the negligence or other fault of Lessor Parties: (i) any Personal Injury, Bodily Injury, or Property Damage occurring in or at the Premises; (ii) any loss of or damage to property of a Lessee Party located in the Premises or other part of the Premises by theft or otherwise; (iii) any Personal Injury, Bodily Injury, or Property Damage to any Lessee Party caused by other tenants of the Premises, parties not occupying space in the Property, occupants of property adjacent to the Premises, or the public or by the construction of any private, public, or quasi-public work occurring either in the Premises or elsewhere in the Premises; (iv) any interruption or stoppage of any utility service or for any damage to persons or property resulting from such stoppage; (v) business interruption or loss of use of the Premises suffered by Lessee; (vi) any latent defect in construction of the Improvements; (vii) damages or injuries or interference with Lessee’s business, loss of occupancy or quiet enjoyment and any other loss resulting from the exercise by Lessor of any right or the performance by Lessor of Lessor’s maintenance or other obligations under this Lease, or (viii) any Bodily Injury to an employee of a Lessee Party arising out of and in the course of employment of the employee and occurring anywhere in the Premises.

(iii) Definitions. For purposes of this Paragraph 14: (i) the term “ Lessee Parties ” means Lessee and Lessee’s officers, directors, shareholders, partners, affiliates, board members, staff, employees, members, agents, principals, independent contractors, attorneys, accountants and representatives of the referenced person and the predecessors, heirs, successors and assigns of any such person (collectively, “ Representatives ” ); (ii) the term “ Lessor Parties ” means Lessor and Lessor’s Representatives; (iii) the term “ Indemnify ” means indemnify, defend and hold free and harmless for, from and against; (iv) the term “ Claims ” means all liabilities, claims, damages (including consequential damages), losses, penalties, litigation, demands, causes of action (whether in tort or contract, in law or at equity or otherwise), suits, proceedings, judgments, disbursements, charges, assessments, and expenses (including attorneys’ and experts’ fees and expenses incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding); (v) the term “ Waives ” means that the Lessee Parties waive and knowingly and voluntarily assume the risk of; and (vi) the terms “ Bodily Injury ” , “ Personal Injury ” and “ Property

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Damage ” will have the same meanings as in the form of commercial general insurance policy issued by Insurance Services Office, Inc. most recently prior to the date of the injury or loss in question.

(iv) Intentionally Omitted

(v) Duty to Defend. Lessee’s duty to defend Lessor Parties is separate and independent of Lessee’s duty to Indemnify Lessor Parties. Lessee’s duty to defend includes Claims for which Lessor Parties may be liable without fault or may be strictly liable. Lessee’s duty to defend applies regardless of whether issues of negligence, liability, fault, default or other obligation on the part of Lessee Parties have been determined. Lessee’s duty to defend applies immediately, regardless of whether Lessor Parties have paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any Claims. It is the express intention of Lessor and Lessee that Lessor Parties will be entitled to obtain summary adjudication regarding Lessee’s duty to defend Lessor Parties at any stage of any Claim within the scope of this Paragraph 14 .

(vi) Obligations Independent of Insurance. The indemnification provided in this Paragraph 14 shall not be construed or interpreted as in any way restricting, limiting or modifying Lessee’s insurance or other obligations under this Lease, and the provisions of this Paragraph 14 are independent of Lessee’s insurance and other obligations. Lessee’s compliance with the insurance requirements and other obligations under this Lease does not in any way restrict, limit or modify Lessee’s indemnification obligations under this Lease.

(vii) Survival. The provisions of this Paragraph 14 will survive the expiration or earlier termination of this Lease until all Claims against Lessor Parties involving any of the indemnified or waived matters are fully and finally barred by the applicable statutes of limitations.

(b) Waiver of Subrogation.

Lessor and Lessee each hereby waive any rights one may have against the other and their respective Representatives, on account of any loss or damage occasioned to Lessor or Lessee, as the case may be, or their respective property, the Premises, its contents or to other portions of the Premises, arising from any risk covered by any policy of property insurance then in effect. In addition, Lessor and Lessee, for themselves and on behalf of their respective insurance companies, waive any right of subrogation that any such insurance company may have against Lessor, Lessor’s lender, any other tenant of the Premises, or Lessee, and their respective Representatives as the case may be. It is the intent of the parties that with respect to any loss from a named peril required to be covered under a policy of property insurance, the parties shall look solely to their respective insurance company for recovery. The foregoing waivers of subrogation shall be operative only so long as available in the State of Illinois and provided further that no policy of insurance is invalidated thereby.

(c) Lessee’s Insurance. From and after the Commencement Date, Lessee shall carry, at Lessee’s sole cost and expense, the following types of insurance, in the amounts specified or in such higher amounts as requested by Lessor and which are customary in the Phoenix metropolitan area. Lessor agrees that in the event Lessee’s current insurance does not satisfy the requirements set forth below, Lessor will cooperate with the Lessee to modify the insurance coverage required herein so that there will not be a material increase in the costs of Lessee’s corporate insurance program nor in the Lessor’s risks. If the Lessee believes that changes are needed and the parties are not able to mutually agree on the changes, then the Lessor shall have the right to terminate this Lease with ninety days notice.

(i) Commercial general liability insurance for personal injury, bodily injury (including wrongful death) and damage to property with a combined single limit of not less than One Million and No/100 Dollars ($1,000,000.00), per occurrence, Three Million and No/100 Dollars ($3,000,000.00),

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annual aggregate, insuring against any and all liability of the insured with respect to the Premises, or arising out of the maintenance, use or occupancy thereof, including Premises operations, products and completed operations and owned, hired and non-owned automobiles, utilizing ISO policy form CG 0001, or its equivalent. The commercial general liability insurance policy shall contain a contractual liability endorsement specifically deleting the contractual liability exclusion for Personal Injury. In addition, the policy required pursuant to the provisions of this Paragraph 14(c) (i)  shall not have a deductible in excess of Ten Thousand and No/100 Dollars ($10,000.00).

(ii) A policy or policies of workers’ compensation insurance with an insurance carrier and in amounts approved by governmental authorities having jurisdiction and a policy of employer’s liability insurance with limits of liability not less than One Million and No/100 Dollars ($1,000,000.00), each accident; One Million and No/100 Dollars ($1,000,000.00), disease policy limit; and One Million and No/100 Dollars ($1,000,000.00), disease each employee. Both such policies shall contain waivers of subrogation in favor of Lessor.

(iii) “ Causes of Loss-Special Form ” property insurance, including coverage for sprinkler leakage, vandalism and malicious mischief and rent insurance covering the entire Premises, including all of Lessee’s leasehold improvements, alterations, additions or improvements made pursuant to Paragraph 11 , removable personal property from time to time in, on or upon the Premises, in an amount not less than one hundred percent (100%) of their full replacement cost of the Premises without depreciation. Any policy proceeds shall be used for the repair or replacement of the property damaged or destroyed unless this Lease shall cease and terminate under the provisions of Paragraph 16 . Such policy of property insurance shall name Lessor as “loss payee” and shall not have a deductible in excess of Twenty Five Thousand and No/100 Dollars ($25,000.00).

All policies of insurance to be procured by Lessee shall be issued by insurance companies qualified to do business in the State of Illinois. All property policies shall be issued in the name of Lessee and shall name Lessor as “loss payee.” . All liability policies obtained by Lessee shall name Lessor as an additional insured party. Executed copies of the policies of insurance or evidence of insurance meeting the requirements of Accord Form No. 27 (February 1993) or such other evidence as may be reasonably acceptable to Lessor and evidence of required additional insured endorsements on ISO Form CG20-26 (collectively referred to in this Paragraph 14(c) as “ Certificates ” ) shall be delivered to Lessor within ten (10) days after the Commencement Date and thereafter, executed copies of renewal policies or Certificates thereof shall be delivered to Lessor within thirty (30) days prior to the expiration of the term of each such policy. As often as any such policy shall expire or terminate, renewal or additional policies shall be procured and maintained by Lessee in like manner and to like extent. All commercial general liability, property damage and other casualty policies shall be written as primary policies and shall provide that any insurance which Lessor may carry is strictly excess, secondary and non-contributing with any insurance carried by Lessee. The insurance requirements contained in this Paragraph 14 are independent of Lessee’s waiver, indemnification and other obligations under this Lease and shall not be construed or interpreted in any way to restrict, limit or modify Lessee’s waiver, indemnification or other obligations or to in any way limit Lessee’s obligations under this Lease.

(d) Adequacy of Insurance. Lessor makes no representation or warranty to Lessee that the amount of insurance to be carried by Lessee under the terms of this Lease is adequate to fully protect Lessee’s interest. If Lessee believes that the amount of any such insurance is insufficient, Lessee is encouraged to obtain, at its sole cost and expense, such additional insurance as Lessee may deem desirable or adequate. Lessee acknowledges that Lessor shall not, by the fact of approving, disapproving, waiving, accepting, or obtaining any insurance, incur any liability for or with respect to the amount of insurance carried, the form or legal sufficiency of such insurance, the solvency of any insurance companies or the payment or defense of any lawsuit in connection with s