LEASE AGREEMENT

Exhibit 10.25

LEASE AGREEMENT

BETWEEN

(“LANDLORD”)

AND

InPlay Technologies

(“TENANT”)

DATED: May 31, 2007

Lease Agreement

1. Definitions .

As used in this Lease, the following terms shall have the following meanings:

a.		Base Rent (initial) :		$183,007.50 plus applicable taxes per year.
b.		Base Year :		The calendar year of (not applicable)
c.		Broker(s) :		Landlord’s: DKS Brokerage LLC
				Tenant’s: DKS Brokerage LLC
d.		Commencement Date :		At Certificate of Occupancy and Certificate of Tenant Improvement Completion of Work
e.		Common Areas :		The building lobbies, common corridors and hallways, parking areas, stairways, and other generally understood public or common areas. Landlord shall have the right to regulate or restrict the use of the Common Areas.
f.		Expense Stop :		Not Applicable
g.		Expiration Date :		5 Years and 3 Months from Commencement date, unless otherwise sooner terminated in accordance with the provisions of this Lease or extended in accordance with the option provision of this lease.
h.		Index:		Not applicable
i.		Landlord’s Mailing Address :		Reliable Life Insurance Company
				One East Wacker Drive
				10 th Floor
				Chicago, IL 60601
		Tenant’s Mailing Address :		InPlay Technologies 13845 North Northsight Blvd, Suite 100 Scottsdale, Arizona 85260
j.		Monthly Installments of Base Rent (initial) :		$15,250.63 plus applicable rental taxes (see Section 5)
k.		Parking :		15 covered parking spaces and 34 total spaces including covered as indicated on building site plan (Exhibit “B”).
l.		Premises :		That portion of the Building containing approximately 9,385 square feet of Rentable Area, shown by diagonallines on Exhibit “A”, located on the 1 st floor of the Building.
m.		Project :		The Building of which the Premises are a part (the “Building”) and any other buildings or improvements on the real property (the “Property”) located at 13845 North Northsight Blvd., Scottsdale, AZ and further described by Exhibit “A”. The Project is known as 101 Northsight.

Lease Agreement

n.		Rentable Area :		As to both the Premises and the Project, the respective measurements of floor area as designated in Section 2, as determined by building architect according to BOMA standards.
o.		Security Deposit :		$15,250.63 (one months rent)
p.		State :		The State of Arizona
q.		Tenant’s First Adjustment Date :		The first day of the calendar month following the Commencement Date plus 15 months.
r.		Tenant’s Proportionate Share :		50%. Such share is a fraction, the numerator of which is the Rentable Area of the Premises, and the denominator of which is the Rentable Area of the Project, as determined by Landlord from time to time.
s.		Tenant’s Use Clause :		Professional Office Use (See Section 4).
t.		Term :		The period commencing on the Commencement Date and expiring at midnight on the Expiration Date.

2. Leased Premises . Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, approximately 9,385 rentable square feet (consisting of the entire first floor less any common elements shared by all tenants of the building) in the building (the “Building”) located at and commonly known as 13845 N. Northsight, Scottsdale, Arizona as shown on Exhibit A attached hereto (the “Premises”) on the terms and conditions herein set forth. Tenant is thoroughly familiar with the Premises and is satisfied in all respects with the physical condition thereof. Tenant is taking the Premises “as is”; no representation or warranty has been made by Landlord or Landlord’s agent as to the operation, condition or repair of the Premises; and there has been no agreement by Landlord to redecorate, repair, alter or improve the Premises either before or after the execution of this Lease.

3. Lease Term . The Term of this Lease (sometimes herein referred to as the “Lease Term”) shall be from the Commencement Date to and including 63 Months thereafter (the “Termination Date”). The Tenant has the right to extend the Lease for an additional 5 year term by providing notice to the Landlord in writing 6 months prior to the expiration of the original lease term. The option lease period of 5 years will continue with the 3.25% escalations in Rent in accordance with Section 5.

4. Use of Premises .

     4.1 Permitted Uses . Tenant shall use and occupy the Premises only for executive and general administrative offices.

     4.2 Laws and Regulations . Tenant shall comply with all statutes, laws, ordinances, governmental rules, regulations and orders, and covenants, conditions and restrictions (including, but not limited to those of any property owners’ association) relating to the Premises and the use or occupancy thereof.

     4.3 Sound and Communication Devices . Tenant shall not:

     A. place any radio, television or communications antenna, receiver or transmitter on the roof of the Building or on or in any other part of the Premises, other than inside of the Building, with out the prior written consent of Landlord, which shall not be unreasonably withheld;

Lease Agreement

     B. operate or permit to be operated any musical or other sound producing instrument or device which may be heard outside of the Building; or

     C. operate any device from which electrical or other waves may emanate, which may interfere with or impair radio, television or communications transmissions or receptions off of the Premises.

     4.4 Nuisances . Tenant shall not:

     A. make or permit any objectionable noise or odor to emanate from the Premises; or

     B. do or permit anything to be done on the Premises which may create or maintain a nuisance or a public disturbance;

     4.5 Weight Limits . Tenant shall not overload any floor or place any heavy equipment, furniture or fixtures in the Building contrary to any instructions from or requirements of Landlord.

5. Rent . Tenant shall pay to the Reliable Life Insurance Company, c/o Byxbee Development Partners 10450 North 74 ^th St., Suite 200, Scottsdale, AZ 85258, or at such other place as Landlord may designate from time to time:

     A. the Base Rent, in monthly installments, as follows:

    Month(s) 1 $15,250.63 plus applicable rental taxes

    Month(s) 2-4 $0 (free rent) plus applicable rental taxes

    Month(s) 5-15 $15,250.63 plus applicable rental taxes

    Month(s) 16-27 $15,746.28 plus applicable rental taxes

    Month(s) 28-39$16,258.03 plus applicable rental taxes

    Month(s) 40-51$16,786.42 plus applicable rental taxes

    Month(s) 52-63 $17,331.97 plus applicable rental taxes

For the first 15 months of the Lease the monthly Base Rent shall be as shown above. For each Lease year thereafter, the monthly Base Rent shall be equal to the monthly Base Rent payable during the prior Lease year plus three and one-quarter percent (3.25%), except that the rental tax amount will not be subject to the three and one-quarter percent (3.25%) escalation and will be whatever is required by law from time to time.

     B. the Additional Rent as provided in Section 6 and Section 18.1 below;

     C. all other sums that are payable by Tenant hereunder, within ten (10) days after Landlord bills Tenant therefor;

     D. a late charge equal to five percent (5%) of any Rent or other sum that is not received by Landlord within ten (10) days of the due date; and

     E. interest at a rate equal to two percent (2%) per annum over the prime commercial lending rate being offered by the JP Morgan Chase Bank from time to time on all sums that are not paid when due, from the due date of each payment until it is paid.

Each monthly installment of Base Rent will be payable in advance promptly on the first day of each calendar month during the term of this Lease. If the Term begins other than on the 1st day of a calendar month or if the Term is terminated other than on the last day of a calendar month, a prorated amount shall be paid for such fractional month, If the Term begins other than on the first day of a calendar month, the first monthly installment shall be due on the first day of the Term. All of the aforesaid sums and interest shall constitute Rent hereunder.

In addition, Tenant will pay for all utilities and other services furnished to or for the Premises, promptly when due. Tenant shall make said payments directly to the providers of said services.

Lease Agreement

6. Additional Rent . In addition to the Base Rent, Tenant shall pay as “Additional Rent” the amounts determined pursuant to Section 6.3 through Section 6.5, inclusive, of this Section 6. Delay in the computation or billing of any item of Additional Rent shall not be deemed a default hereunder or a waiver of Landlord’s right to collect such item of Additional Rent.

     6.1 Definitions . As used in this Section 6, the following terms shall have the following meanings:

     A. “Adjustment Year” shall mean each calendar year in which any part of the Term falls, including the calendar years in which the Commencement Date and Termination Date occur.

     B. “Operating Expenses” shall mean all costs, expenses and disbursements of every kind and nature in connection with the ownership, management, operations, insurance, maintenance and repair of the Building, the underlying land and all related personal property, but excluding all state and federal income taxes. Operating Expenses will include the insurance to be provided by Tenant as set forth in Section 18 below.

     C. “Taxes” shall mean all real property taxes in respect to the Building and underlying land and all ad valorem taxes for Landlord’s personal property used in connection therewith, that are payable in an Adjustment Year, and (all special taxes and assessments, the installments of which are required to be paid during an Adjustment Year. “Taxes” also shall include all association dues and charges that are payable in an Adjustment Year. If hereafter there shall be imposed any tax, assessment, charge or fee that is payable by Landlord to the State of Arizona, County of Maricopa, City of Scottsdale, or any other governmental subdivision either on the rents or other income collected from the Building (not including a general income or franchise tax) or in the event that any other tax, assessment, charge or fee may be imposed hereafter in lieu of or partially in lieu of such real property taxes or personal property taxes, then such tax, assessment, charge or fee shall be included within the term “Taxes” under the provisions of this Lease. Taxes shall be as initially billed and payable in an Adjustment Year, even though representing Taxes levied for a prior year.

     D. Tenant’s Proportionate Share shall mean fifty percent (50%).

     6.2 Tax Adjustment . Landlord will pay directly to the taxing authorities all Taxes. Tenant will pay to Landlord its Proportionate Share of all Taxes as provided below.

Tenant shall pay, as Additional Rent, an amount (hereinafter referred to as the “Tax Adjustment Amount”) equal to the Tenant’s Proportionate Share of the Taxes incurred with respect to each Adjustment Year. For Adjustment Years in which the first or last days of the Term occur (except where the Term begins or ends as of the first or last days of an Adjustment Year), Tenant shall pay a pro rata amount of the Tax Adjustment Amount for those Adjustment Years.

     6.3 Estimated Additional Rent .

     A. Initial Estimates . Before the Commencement Date (in the case of the first Adjustment Year), and as soon after the commencement of each Adjustment Year thereafter as Landlord is able to do so, Landlord shall notify Tenant of the expected Operatring Expenses for that Adjustment Year, together with Landlord’s estimate of the Tax Adjustment Amount for such Adjustment Year. Tenant thereafter shall pay as Additional Rent the estimated amounts of Operating Expenses and Tax Adjustment Amount for such year, in installments calculated and payable in the following manner. Every month, at the same time and place that installments of Base Rent are to be paid, Tenant shall pay an amount equal to one-twelfth (1/12th) of Tenant’s Proportionate Share of the estimated Taxes for such Adjustment Year; except that for the first and last Adjustment Years, the denominator of such monthly fraction shall be equal to the number of months in such Adjustment Year beginning with the Commencement Date or ending with the Termination Date, as the case may be.

Lease Agreement

     B. Subsequent Estimates . If Tenant is notified of any such estimate after the Commencement Date (in the case of the first Adjustment Year) or after January 1st of any subsequent Adjustment Year, or if, at any time during any Adjustment Year, Landlord notifies Tenant that it has determined that the Taxes for such Adjustment Year will be more or less than previously estimated, upon submission to Tenant of an adjusted estimate or the determined amount, the monthly installments of Additional Rent to be paid during such year for Taxes shall be adjusted upward or downward, as the case may be, and such adjustment shall be made retroactive to the beginning of the then current Adjustment Year. In this latter regard, Tenant shall pay to Landlord any amount necessary to reflect any such increase for the current and past months, or Landlord shall pay to Tenant or credit against the next monthly installment(s) of Additional Rent any amount necessary to reflect such decrease for the current and past months. After receipt of the final Tax bills for any year, Landlord shall furnish a copy of the bills to Tenant, together with a computation of the shortfall (if any) between the total Taxes payable per the bills and the estimated payments made by Tenant on account thereof; and Tenant shall pay to Landlord the shortfall (if any) within twenty (20) days thereafter.

     C. Estimated Payments are Rent . Whenever the term “Additional Rent” or a similar term is used in this Lease, it shall include the estimated Additional Rent payments provided in this Section 6.3.

     6.4 Books and Records . Tenant will keep, or cause to be kept, books and records showing the Operating Expenses for each Adjustment Year determined in accordance with generally accepted accounting principles consistently applied.

     6.5 Operating Expense Payment By Tenant . Tenant shall be billed directly, and shall pay directly when due, all Operating Expenses payable or incurred during the Lease Term; and on Landlord’s request, Tenant shall provide Landlord with proof of payment of all bills for such Operating Expenses. Failure of Tenant to make payment of any Operating Expense when due shall constitute a default hereunder with a fifteen (15 day) cure period after notice of default.

7. Common Areas .

     7.1 Definition . “Common Area” is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project that are provided and designated by Landlord from time to time for the non-exclusive use of Landlord, Tenant and other tenants of the Project and their respective employees, agents, customers and invitees. Common Areas include, but are not limited to, all of the following, to the extent applicable and to the extent that the same are not designated by Landlord for the exclusive use of one or more tenants of the Project: all parking areas, loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways, driveways, common corridors, lobby areas, vending areas, landscaped areas, public elevators, public stairways and public restrooms used in common by tenants.

     7.2 Tenant’s Non-Exclusive Right . Subject to the Rules and Regulations (as defined hereinafter) and all of the terms and conditions of this Lease, Tenant and Tenant’s owners, officers, directors, members, managers, partners, trustees, employees, representatives, shareholders, affiliates, advisors, agents, contractors, vendors, consultants, licensees, invitees, heirs, executors, administrators, customers, clients, assignees, sublessees, successors and assigns (collectively, “Tenant Parties”) have the non-exclusive right (in common with any other person granted use by Landlord) to use the Common Areas during the Lease Term.

     7.3 Landlord’s Rights . Landlord shall have the right, from time to time and in its sole discretion, to: (a) make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, ingress, egress, direction of driveways, entrances, corridors, parking areas and walkways; (b) close temporarily any of the Common Areas, so long as reasonable access to the Premises remains available; (c) add or remove buildings in and improvements to the Common Areas; (d) use the Common Areas while engaged

Lease Agreement

in making additional improvements, repairs or alterations to the Project or any portion thereof; and (e) do and perform any other acts or make any other changes in, to, or with respect to, the Common Areas and Project as Landlord may, in the exercise of sound business judgment, deem to be appropriate.

8. Security Deposit . As additional security for the full and timely payment of all Rent and other sums required to be paid by Tenant hereunder and the proper and timely performance of all other obligations required to be performed by Tenant hereunder, Tenant has paid a security deposit in the amount of $15,250.63 which may (but need not) be applied by Landlord toward the curing of any default(s) of Tenant and which shall not bear interest. Tenant on demand shall replenish any portion of the security deposit applied by Landlord. If Tenant is not in default hereunder, Landlord shall refund the unapplied balance of the security deposit after expiration of the Lease Term.

9. Maintenance and Repair of Premises . The servicing, maintenance, repair, replacement, alteration and improvement of and to the Common Elements of the condominium project of which the Building is a part will be performed by the condominium association. During the Term of this Lease, Tenant shall maintain the entire Premises in good, sound and safe order, condition and repair, at Tenant’s sole expense as otherwise provided for in this Section 9. Tenant shall perform all maintenance, repairs, replacements, alterations and improvements of and to the Premises whether required by any statute, law, ordinance or governmental order, rule or regulation, any insurance requirements or, otherwise. Landlord shall be solely responsible for promptly repairing and replacing the roof and any structural matters concerning the Building or the Limited Common Elements appurtenant thereto and for all maintenance, repairs and replacements of and to all mechanical and operating systems and equipment. If Tenant fails to do any of the foregoing for which it is responsible, Landlord may, but need not, provide any maintenance, repairs, replacements, alterations or improvements that Landlord deems necessary or appropriate, and Tenant shall pay to Landlord on demand all costs incurred by Landlord in connection therewith, plus fifteen percent (15%) for Landlord’s overhead and administrative expenses.

10. Condition of Premises on Termination . Upon termination of this Lease, by lapse of time or otherwise, or upon termination of Tenant’s right to possession:

     A. Tenant shall surrender all keys to the Premises to Landlord and shall make known to Landlord all combination and other locks remaining on the Premises.

     B. Tenant shall return the Premises and all property, equipment and fixtures of Landlord in good, sound and safe order, condition and repair, subject to the provisions of subparagraph C of this Section 10 and ordinary wear and tear and if Tenant fails to do so, Landlord may place the same in such order, condition and repair and Tenant shall pay Landlord the cost thereof, plus 15% for Landlord’s overhead and administrative expenses.

     C. All installations, additions, hardware, non-trade fixtures and equipment, and improvements, whether temporary or permanent, located in or upon the Premises, whether placed there by Tenant or others, shall be Landlord’s property and shall remain upon the Premises, without compensation, allowance or credit to Tenant; provided, however, that if prior to such termination or within ten (10) days thereafter Landlord so directs, Tenant promptly shall remove the decorations, installations, additions, hardware, non-trade fixtures and equipment, and improvements which were placed in the Premises by Tenant or others and are designated in the notice, and Tenant shall restore all surfaces to a smooth uniform condition, and otherwise restore the Premises to its previous condition. If Tenant fails to do so, Landlord may remove and restore the same, and Tenant shall pay Landlord the cost thereof.

     D. All of Tenant’s trade fixtures and equipment and personal property that are not removed from the Premises prior to such termination shall be conclusively presumed to have been abandoned by Tenant, and title thereto shall pass to Landlord under this Lease as a Bill of Sale.

Lease Agreement

11. Alterations and Improvements .

     11.1 Requirements . Tenant shall not make any installations, alterations, additions or improvements on or to the Premises (“Work”) without first submitting detailed plans and specifications to Landlord and securing Landlord’s prior written consent, which may be withheld or conditioned in the sole and absolute discretion of Landlord. All such Work shall be performed by employees of or contractors engaged by Landlord or by contractors engaged by Tenant with the prior written consent of Landlord. In each case, the Work shall be performed only under written contracts first approved in writing by Landlord. Tenant shall submit to Landlord’s supervision over all Work. All Work done by Tenant’s contractors shall be done in strict accordance with the approved plans and specifications and all requirements and conditions imposed by Landlord, in a first class, workmanlike manner using new, top quality materials, and in compliance with all insurance requirements and all statutes, laws, ordinances, and governmental rules, regulations and orders.

     11.2 Mechanic’s Liens . Tenant shall pay to Landlord or to Tenant’s contractors, as the case may be, when due, all costs for all Work; and upon completion of any Work, if payment is made directly to Tenant’s contractors, Tenant shall deliver to Landlord, in such form as Landlord may require, evidence of payment in full, sworn contractors’ statements and affidavits, and full and final waivers of lien for all labor, services and materials furnished. Tenant at all times shall keep the Premises free of all liens and claims of lien on account of any Work; and if any lien or claim of lien is asserted, rightfully or wrongfully, Tenant shall cause the same to be released or discharged within thirty (30) days or shall provide Landlord with security within thirty (30) days that is satisfactory to Landlord in its sole judgment. If Tenant fails to do so, Landlord, in addition to all other available rights and remedies, may cause such lien or claim of lien to be released or discharged, and Tenant shall pay Landlord all costs, expenses and fees incurred by Landlord in connection therewith.

     11.3 Indemnity . To the fullest extent allowed by law, Tenant shall indemnify, defend and hold harmless Landlord and its directors, officers, employees and agents against and from all claims, actions, liabilities, injuries, damages, liens, costs, expenses and fees asserted or incurred in connection with any Work.

12. Signs . Landlord shall retain absolute control over the exterior appearance of the Project and the appearance of the Premises from the exterior thereof. No sign, placard, picture, advertisement, lettering, name or notice (“Sign”) shall be inscribed, displayed, printed or affixed on or to any part of the Premises that can be seen from outside the Premises, and Tenant will not place or install, or permit the placement or installation of, any Signs, drapes, shutters, or any other items that will in any way alter the exterior appearance of the Project or the Premises, without (a) the prior written consent of Landlord, which consent Landlord may withhold in its sole and absolute discretion, and (b) to the extent required, the formal approval of any local municipalities or governing boards, ensuring compliance with applicable municipal, county and state laws and ordinances as well as applicable covenants, conditions and restrictions, if any. If Tenant is allowed to print or affix or in any way place a Sign in, on, or about the Premises, upon expiration of the Lease Term or earlier termination of this Lease, Tenant, at Tenant’s sole cost and expense, shall both remove such Sign and repair all damage in such manner as to restore all aspects of the Premises and the Project to the condition existing prior to the placement of said Sign. All approved Signs on outside doors shall be printed, painted, affixed or inscribed at the expense of Tenant by a person