EXHIBIT 10.23

LEASE AGREEMENT
(Full Service)

by and between

ADVANCED TELCOM GROUP, INC.
(“Tenant”)

and

200 SOUTH VIRGINIA INVESTMENTS, LLC
(“Landlord”)

July 16, 1999
200 South Virginia

TABLE OF CONTENTS

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BASIC LEASE TERMS AND DESCRIPTION OF EXHIBITS
(Full Service)

The following list is a summary of certain basic terms of this Lease.  In case of a conflict between any provision of this Lease and the information contained in this summary, the applicable provision of this Lease shall control.  Terms set forth in the left-hand column, below, and used in this Lease shall, unless otherwise defined in the Lease, have the meaning given opposite each such term in the right-hand column, below.

EXHIBITS

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LEASE AGREEMENT

(Full Service)

THIS LEASE AGREEMENT (this “Lease” or this “Agreement”) is made and entered into as of the Effective Date identified in the summary of Basic Lease Terms preceding this Lease by and between the Tenant and Landlord also identified in such summary.

1.                                        Demise and Premises .

1.1                                  Demise .  Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, upon the terms and subject to the conditions set forth in this Lease, the Premises described in Section 1.2 within the project known as 200 South Virginia, in the City, County and State (the “Building”), SUBJECT, HOWEVER, to any and all existing liens and encumbrances of record (the “Existing Encumbrances”), and the terms of this Lease.  The Building is located upon the land legally described in Exhibit A (the “Land”).

1.2                                  Premises

1.2.1                      Premises and Associated Rights .  The premises leased to Tenant consist of space in the Building having the square footage and location generally identified in the summary of Basic Lease Terms preceding this Lease, as more particularly identified on the description and/or floor plans attached as Exhibit B (the “Premises”).  The Premises also include the appurtenant right to use, in common with others, the public portions of the Building, including public hallways and lobbies, elevators, parking facilities parking facilities to the extent allocated to Tenant in the summary of Basic Lease Terms, restrooms, sidewalks, ramps, landscape areas, and driveways.

1.2.2                      Option to Expand .  If, during the Term or any Renewal Term, any space on the second floor of the Building and adjacent to the Premises comes available (the “Expansion Space”), then Landlord shall offer Tenant the right to lease the Expansion Space by sending to Tenant a written notice of the specific terms of an offer to lease, including Base Rent (the “Offered Rent”) and the other terms covered in the summary of Basic Lease Terms (as set forth in such notice, the “Expansion Space Terms”), prior to offering to lease the Expansion Space to any other person or entity.

(a)                                   Tenant shall have five (5) business days after its receipt of Landlord’s notice to exercise its right to lease.  If Tenant elects to lease the Expansion Space, Landlord and Tenant shall execute an amendment to this Lease, adding the Expansion Space to the Premises and otherwise incorporating the Expansion Space Terms, within ten (10) business days after acceptance of the proposal by Tenant, or as soon thereafter as reasonably possible.  If Tenant does not elect to accept such offer within said five (5) business day period, or fails to enter into a Lease amendment within said ten (10) business day period, then Landlord may offer to lease the Expansion Space to a third party, on the same terms and conditions offered to Tenant.

(b)                                  If Landlord receives and desires to accept a third party offer to lease the Expansion Space for an amount less than ninety-eight percent (98%) of the Offered Rent, or if such offer is on terms materially more favorable to the lessee than those terms on

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which lease of the Expansion Space was initially offered to Tenant, then Landlord shall give Tenant notice of such terms and Tenant shall have an additional five (5) days after the receipt of said notice to exercise this right of first refusal.  If Tenant accepts such revised proposal, the parties shall execute an amendment to this Lease, adding the Expansion Space to the Premises and otherwise incorporating the terms applicable to the Expansion Space that were contained in the third party officer, within ten (10) business days after acceptance of the proposal by Tenant or as soon thereafter as reasonably possible.  If Tenant fails to accept such offer within the five (5) day period or to execute said Lease amendment within the ten (10) business day period, Landlord shall be free to continue negotiating with, and/or to the lease the Expansion Space to, such third party.

1.3                                  Commencement and Expiration Dates .  The term of this Lease shall be for the period of months designated in the summary of Basic Lease Terms preceding this Lease, and shall have the Commencement Date and Expiration Date also designated in such summary (the “Term”); provided that:

1.3.1                      Landlord shall deliver possession of the Premises upon the Effective Date of this Lease specified in the Basic Lease Terms.  If Landlord has not delivered the Premises to Tenant for any reason whatsoever within ten (10) days after such Effective Date then, as its sole remedy for such delay in delivery, Tenant may terminate this Lease by written notice to Landlord, whereupon any monies previously paid by Tenant to Landlord shall be reimbursed to Tenant.  Within ten (10) days after Landlord delivers possession of the Premises to Tenant, Tenant shall inspect the Premises and deliver to Landlord a written notice of any defects or non-conforming conditions or failures to comply with law in or of the Premises.  Landlord may elect in writing, within five (5) business days following receipt of Tenant’s notice, to correct any such defects or conditions and, if Landlord so elects, Landlord shall forthwith undertake to correct the same and shall thereafter diligently prosecute such correction to completion.  If Landlord does not elect in writing within the period given to correct any such defects or conditions, then Landlord shall be deemed to have elected not to correct the same.  Tenant may, within an additional five (5) business day period following Landlord’s election or deemed election not to cure any such defects or conditions, terminate this Lease by written notice to Landlord, whereupon both parties shall be released and discharged from any further obligations hereunder.  If Tenant does not elect to terminate this Lease, then, except for latent defects and items that Landlord has undertaken to correct pursuant to this Section 1.3.1, Tenant shall be deemed to have accepted the Premises in their then condition, as is , with all faults and defects.  If Landlord undertakes, in accordance with the foregoing procedure, to correct defects or conditions that Tenant identifies, and if, due to no fault of Tenant, Landlord fails to complete such work by the Commencement Date, then this Lease shall not be void or voidable, and Landlord shall not be responsible or liable for any claims or damages in connection therewith or by reason thereof, and the Term of this Lease shall not be modified, but the date on which Base Rent first becomes due under Section 2 shall be extended one day for each day that Landlord’s completion of such work is delayed.

1.3.2                      Subject to the conditions stated in this Section 1.3.2, Tenant shall have the option to extend this Lease for up to that number of additional terms specified in the summary of Basic Lease Terms preceding this Lease (each, a “Renewal Term”), each consisting of that number of months also specified in the summary of Basic Lease Terms preceding this Lease.

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Each such Renewal Term shall commence the day following expiration of, as applicable, the initial Term or the preceding Renewal Term, and shall be for a Base Rent determined pursuant to Section 2.1.2, and otherwise on and subject to all of the terms and conditions set forth in this Agreement.  Tenant may exercise the option granted hereby by written notice to Landlord if, but only if, all of the following conditions are satisfied:

(a)                                   Tenant shall have given such notice not less than 180 days nor more than 240 days before the last day of the initial Term or Renewal Term to be extended;

(b)                                  During the Term preceding delivery of such notice, Tenant shall not have defaulted in any of its obligations hereunder beyond applicable notice and cure periods, or Landlord shall, for purposes of this Section 1.3.2 only, waived the absence of any such default as a condition precedent to Tenant’s right to exercise the option.

(c)                                   At the time that Tenant gives such notice, and continuing until the first day of the Renewal Term, there shall not exist hereunder any default of Tenant nor any event or circumstance that, with notice, the passage of time, or both, could ripen into a default.

Subsequent references to the “Term” of this Lease shall include the Term and the Renewal Term(s), if any, for which Tenant effectively exercises the foregoing option.

2.                                        Rent .  Tenant shall pay Landlord rent (“Base Rent”), as set forth in this Section 2.  Base Rent, along with all other sums that become payable by Tenant under this Lease, whether to Landlord directly, or to a third party for the benefit of Landlord and the Premises, are referred to herein as “Rent.” All Base Rent shall be paid in advance on the first day of each month, commencing on November 1, 1999, unless otherwise provided herein.  All Rent shall be paid in lawful money of the United States to Landlord, c/o ScanlanKemperBard Companies, 2650 Pacwest Center, 1211 SW Fifth Avenue, Portland, OR 97204, or at such other place as Landlord shall designate by written notice to Tenant.  Tenant shall pay all Rent promptly when due without notice or demand therefor and without any abatement, deduction or off set, for any reason whatsoever, except as may be expressly provided in this Lease.  If the Tenant’s obligation to pay Base Rent does not commence on the first day of a calendar month, or does not expire on the last day of the calendar month, the Base Rent payable by Tenant on the first fractional month, or the last fractional month, as the case may be, shall be prorated for said month.  Base Rent for the first full calendar month of the Term shall be paid upon execution of this Lease, and Base Rent for any partial month at the beginning of the Term shall be due on the Commencement Date.  Tenant acknowledges that Tenant’s late payment of Rent due Landlord will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such cost being extremely difficult and impractical to ascertain.  Therefore, if Landlord does not receive any Rent due from Tenant within five (5) days of when due, Tenant shall pay to Landlord an additional sum equal to five percent (5 %) of the overdue amount, which late charge shall be due and payable on demand.  By their execution of this Lease, Landlord and Tenant confirm that such late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of any such late payment, that the late charge is in addition to any and all remedies available to Landlord and that the assessment and/or collection of the late charge shall not be deemed a waiver by Landlord of such failure or to any other default under this Lease.  Additionally, all such delinquent Rent, plus any late charge, shall bear interest at the rate of

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fourteen percent (14%) per annum, or, if lower, the maximum interest rate permitted by law (as applicable, the “Default Rate”), from the date due until paid.  If any payment of Rent is returned for insufficient funds, Landlord may require Tenant to pay all future payments by cashier’s check.

2.1                                  Base Rent .  Subject to adjustment as provided in Section 2.1.1., the monthly Base Rent shall be the amount specified in the summary of Basic Lease Terms preceding this Lease (the “Base Rent”).  As of the first day of each Adjustment Date specified in the summary of Basic Lease Terms preceding this Lease, Base Rent shall be increased as provided in Section 2.1.1.

2.1.1                      Base Rent Increases .  The Base Rent shall be increased annually, during the initial Term and any Renewal Term, effective as of each Adjustment Date specified in the Basic Lease Terms preceding this Lease, to equal one hundred three percent (103%) of the Base Rent applicable during the immediately preceding year.

2.1.2                      Base Rent for the first year of any Renewal Term shall be 95% of the then fair market rental value of the Premises, which fair market value shall be established by agreement of the parties or, if they cannot agree by 120 days prior to the commencement date of the Renewal Term, then fair market value shall be established pursuant to the terms of this Section 2.1.2.  If the parties are not able to agree upon the then fair market rental value of the Premises on or before the 120th day prior to the commencement of the Renewal Term, then not later than the 90th day prior to the commencement of the Renewal Term, each party shall submit to the other a written final offer setting forth the then fair market rental value of the Premises.  The written notice of the fair market rental value shall also be accompanied by a list of three qualified MAI appraisers, experienced in determining fair market rental values of similar commercial properties in the City and County, metropolitan area in which the Premises is located.  Each party shall have the right to strike one candidate from the list submitted by the other parry.  The resulting four names shall then be placed in a vessel and one MAI appraiser shall be selected at random.  The MAI appraiser so selected (the “Appraiser”) need not necessarily conduct an appraisal, but rather shall, using whatever means (including an appraisal) the Appraiser deems reasonable, select; as between the two final offers submitted by the parties, that final offer that sets forth a fair market rental value that is closest to the actual fair market rental value as the same may be determined by the Appraiser using whatever means (including an appraisal) the Appraiser deems reasonable.  The decision of the Appraiser shall be final and binding on the parties and 95% of such determined value shall be the Base Rent for the first year of the Renewal Term.  The cost of the Appraiser’s fee shall be paid by the party whose final offer was not selected as the final offer which was closest to the then fair market rental value.  Once Base Rent is established for the first year of a Renewal Term, such Base Rent shall be adjusted for subsequent years of the Renewal Term in accordance with Section 2.1.1.

3.                                        Business Taxes .  Tenant shall be directly liable for, and shall pay as and when due throughout the Term, all license and excise fees and occupation taxes covering the business conducted on the Premises.

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4.                                        Property Taxes .

4.1                                  Taxes on Tenant’s Personal Property .  Tenant shall be liable for and shall pay at least ten (10) days before delinquency, taxes levied against any personal property or trade futures placed by Tenant in or about the Premises.  If any such taxes on Tenant’s personal property or trade fixtures are levied against the Premises, Landlord or Landlord’s property, or if the assessed value of the Premises is increased by the inclusion therein of a value placed upon such personal property or trade fixtures, then Landlord shall have the right to pay the taxes based upon such increased assessments, regardless of the validity thereof, but only under proper protest if requested by Tenant in writing.  If Landlord shall so-pay such taxes, then Tenant shall, upon demand, repay to Landlord the taxes so-levied and paid by Landlord, or the proportion of such taxes resulting from such increase in the assessment.  In any such event, Tenant, shall have the right, at Tenant’s sole cost and expense, in the name of Landlord and with Landlord’s full cooperation, to bring suit in any court of competent jurisdiction to recover the amount of any such taxes so paid under protest, any amount so recovered to belong to Tenant.

4.2                                  Tenant Improvements .  If the Tenant Improvements, whether installed and/or paid for by Landlord or Tenant and whether or not affixed to the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the valuation at which improvements conforming to Landlord’s “building standard” in other space in the Building are assessed, then the real property taxes and assessments levied against Landlord or the Premises by reason of such excess assessed valuation shall be deemed to be property taxes and assessments levied against personal property of Tenant and shall be governed by the provisions of Section 3.4.2, above.  If the records of the county assessor are available and sufficiently detailed to serve as a basis for determining whether said Leasehold Improvements are assessed at a higher valuation than Landlord’s “building standard”, such records shall be binding on both Landlord and Tenant.  If the records of the county assessor are not available or sufficiently detailed to serve as a basis for making said determination, the actual costs of construction shall be used.

5.                                        Use .

5.1                                  General

5.1.1                      Permitted Uses .  Tenant shall use and occupy the Premises continuously during the term of this Lease for uses specified in the summary of Basic Lease Terms preceding this Lease.

5.1.2                      Licenses and Permits .  If any governmental license or permit, other than a Certificate of Occupancy, shall be required for the proper and lawful conduct of Tenant’s business in the Premises, Tenant, at its expense, shall procure, maintain and comply with the terms and conditions of each such license or permit.  Tenant shall, at Tenant’s expense, comply with all laws and requirements of public authorities relating to Tenant’s particular use and occupancy of the Premises and shall observe the Rules and Regulations as may be adopted pursuant to Section 5.4 hereof of which Landlord notifies Tenant from time to time for the safety and general order of the Premises and the Building.

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5.2                                  Negative Covenants as to Use .  Tenant shall not, without the prior written consent of Landlord, use any apparatus, machinery or device in or about the Premises that will cause any substantial noise, vibration, fumes or electronic interference Tenant shall not at any time use or occupy, or suffer or permit anyone to use or occupy the Premises, or permit anything to be done in the Premises, in any manner that: (a) violates the Certificate of Occupancy for the Premises or for the Building; (b) causes injury to the Premises, or the Building or any equipment, facilities or systems therein; (c) constitutes a violation of the laws or requirements of any public authorities or the requirements of insurance bodies; (d) impairs the character, reputation or appearance of the Building as a first-class office building; (e) impairs the proper and economic maintenance, operation and repair of the Building arid/or its equipment, facilities or systems; or (f) unreasonably annoys or inconveniences other tenants or occupants of the Building.

5.3                                  Hazardous Substances .

5.3.1                      Tenant Shall Not Permit Hazardous Substances Upon the Premises, Building or Land .  Tenant will not itself, and will not suffer or permit its employees, agents, contractors or invitees in or about the Premises or Building to use, generate, process, store, transport, handle, or dispose of, on, under, in, or from the Premises, the Building or the Land, any Hazardous Substances (as that term is defined in Section 5.3.4, below) in quantities or concentrations that exceed amounts allowed by, or in a manner that fails to comply with, applicable law.

5.3.2                      Notification .  Tenant shall immediately notify Landlord should Tenant (a) become aware of the existence of any Hazardous Substance on the Premises, the Building or the Land, (b) receive any notice of, or become aware of, any actual or alleged violation with respect to the Premises, the Building or the Land of any federal, state, or local statute, ordinance, rule, regulation, or other law pertaining to Hazardous Substances, or (c) become aware of any lien or action with respect to any of the foregoing.  Tenant shall deliver to Landlord, promptly upon receipt, (i) copies of any documents received from the United States Environmental Protection Agency (“EPA”) and/or any state, county, or municipal environmental or health agency concerning Tenant’s ownership, use, or operations upon or in connection with the Premises; and (ii) copies of any documents submitted by Tenant to the EPA and/or any state, county, or municipal environmental or health agency concerning the Premises.

5.3.3                      Inspection and Remedial Action .  Landlord is hereby authorized to enter the Premises thereon at reasonable times, and after reasonable notice, for the purpose of inspecting the Premises, to ascertain Tenant’s compliance with all covenants made in this Section.  Upon Landlord’s written request (a) Tenant, through professional engineers approved by Landlord and at Tenant’s cost, shall thoroughly investigate suspected Hazardous Substances contamination of the Premises occurring after the Commencement Date, or of the Building or Land and caused by a breach of Tenant’s covenant at Section 5.3.1, and (b) Tenant shall forthwith take such remedial action with respect to any such contamination as may be necessary to ensure that no such Hazardous Substances are present on the Premises or in the groundwater of the Premises, Building or Land in quantities or concentrations that exceed amounts allowed by applicable law.  Tenant’s obligations under this Section shall arise upon Landlord’s demand as provided herein, regardless of whether the EPA or any other federal, state, or local agency or governmental authority has taken or threatened any action in connection with the presence of any

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Hazardous Substance on, or release of any Hazardous Substance from, the Premises, Building or the Land.  If Tenant shall fail promptly to discharge its obligations under this Section, Landlord may, at its election, but without the obligation to do so, cause such investigation to be made or remedial action to be taken and/or take any and all other actions that Landlord may deem necessary or advisable to protect its interests or to avoid or minimize its liability for the existence of Hazardous Substances on the Premises, the Building or the Land, or for a release thereof from the Premises, the Building or Land.  All amounts expended by Landlord under this Section shall be payable by Tenant to Landlord upon demand.

5.3.4                      Definition of Hazardous Substance(s) .  The term “Hazardous Substance” shall mean:

(a)                                   “Hazardous substances”, as defined by 40 CFR Part 302;

(b)                                  “Extremely hazardous substance”, as defined by 40 CFR Part 355;

(c)                                   “Toxic chemicals”, as defined by 40 CFR Part 372;

(d)                                  “Hazardous chemical” as defined by 29 CFR § 1910.120, to the extent it is included in the employer’s written Hazard Communication Program or in Material Safety Data Sheets that are located on site;

(e)                                   “Hazardous Waste” as defined by applicable administrative rules;

(f)                                     Petroleum, including crude oil and any fraction thereof;
and

(g)                                  Any material that contains more than 1% of asbestos.

5.3.5                      Power Interruption .  If there is any interruption, failure, stoppage or interference of the utilities, services or access to be furnished by Lessor to the Premises under this Lease or due to the presence of any Hazardous Substances on or about the Building (except to the extent released or emitted by Tenant), and such interruption continues for seven (7) consecutive calendar days, then Tenant shall be entitled to an equitable abatement of rent to the extent of the interference with Tenant’s use of the Premises occasioned thereby.  If the interference persists for more than thirty (30) consecutive calendar days, then Tenant shall have the right to terminate the Lease.

5.3.6                      Survival .  Tenant’s covenants set forth in this Section 5.3 shall survive the termination of the Lease or any transfer by Tenant, by assignment or otherwise, of any or all right, title, or interest of Tenant in the Premises.

5.4                                  Rules and Regulations .  Tenant and its employees and agents shall faithfully observe and comply with, and Tenant shall cause its invitees and licensees to observe and comply with, the rules and regulations attached as Exhibit D and with such changes therein as

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Landlord may from time to time make and of which Landlord has notified Tenant (the “Rules and Regulations”).  Landlord shall not be liable to Tenant for violation of the Rules and Regulations by any other tenant or such other tenant’s employees, agents, invitees or licensees.

5.5                                  Specialized Equipment .

(a)                                   Subject to the provisions of this Section 5.5, Landlord acknowledges and consents to Tenant’s use and storage on the Premises of a diesel power generator and specialized batteries for Tenant’s computers (the “Batteries”), as show in the diagram and structural engineering report dated June 15, 1999, and attached as Exhibit F (the “Structural Report”), and to Tenant’s installation and use of the following equipment that uses electricity in excess of 110 volts: switching, transport and data storage equipment.  Before installing any such specialized equipment on the Premises, or any other equipment that does not constitute standard office equipment normally and routinely used in a typical business office environment (all of the foregoing are herein referred to as “Specialized Equipment”), Tenant shall install a separate electric meter and circuitry to be used for, and to measure the energy consumption of, all such Specialized Equipment.  Tenant shall take whatever steps may be necessary (including, without limitation, inspection by a structural engineer) to confirm that the floor capacity of the Premises is sufficient to support such and equipment identified in the Structural Report.

(b)                                  From and after the date that Tenant installs a separate meter therefor as part of Tenant’s Initial Tenant Improvements under Section 7.2.1, Landlord shall provide Tenant nonexclusive access to the 8,000 gallon diesel fuel tank located on the Premises for the purpose making available to Tenant a back-up supply for the aforementioned diesel power generator.  Tenant shall pay Landlord, within ten (10) days following receipt of Landlord’s invoice therefor, the actual cost (determined in accordance with Landlord’s standard accounting practices) of any fuel held in such tank that is consumed by Tenant.

(c)                                   Tenant may also install, on the roof of the Building in a location approved by Landlord, cooling systems and an antenna, used in connection with its business operation.  Commencing upon installation of the antenna pursuant to this Section 5.5, Tenant shall pay Landlord, together with Tenant’s monthly payment of the Base Rent, the sum of $300.00, which amount shall be paid on the first day of each and every successive month for so long as Tenant maintains such antenna on the roof of the Building.

(d)                                  Tenant’s installation of all of the equipment and items referred to in this Section 5.5 shall be made pursuant to, and in conformance with, the provisions of this Lease pertaining to the Initial Tenant Improvements set forth at Section 7.2.1, including, without limitation, the requirement for obtaining Landlord’s approval of construction drawings.

6.                                        Condition of Premises, Maintenance and Repair .

6.1                                  Tenant’s Acceptance .  By taking possession of the Premises on the Commencement Date, but subject to Section 1.2.1, Tenant shall be deemed to have accepted the Premises AS IS, and as being in good, sanitary and working order, condition, and repair.

6.2                                  Tenant’s Maintenance Obligations .  Tenant, at its expense, shall be responsible for maintaining the Premises, the fixtures and improvements in the Premises, and Tenant’s

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Property (defined at Section 9.2), except for the maintenance of structural elements of the Building included in the Premises, lighting, plumbing, mechanical, and electrical systems which shall be maintained by Landlord.  Tenant, at its expense, shall promptly replace all scratched, damaged or broken doors and, in and about the Premises and shall be responsible for all repairs, maintenance and replacement of millwork, cabinets, wall and floor coverings in the Premises.  Tenant shall be responsible for all repairs, interior and exterior, structural and non-structural, pertaining to Building glass or the mechanical and/or utility systems, ordinary and extraordinary, in and to the Premises and the Building and the facilities and systems thereof, the need for which arises out of the performance or existence of Tenant Improvements (defined at Section 7,1); the installation, use or operation of Tenant’s Property in the Premises; the moving of Tenant’s Property in or out of the Building; or the act, omission, misuse or neglect of Tenant or any of its subtenants or its or their employees, agents, contractors or invitees.  Tenant shall promptly report to Landlord any damage or injury occurring on or to the Premises or the Building.

6.3                                  Manner .  Tenant shall promptly make, at Tenant’s expense, all repairs in or to the Premises and the Building for which Tenant is responsible.  Such work shall be performed only by contractors approved by Landlord.  Any such repairs in or to the Building and the facilities and systems thereof for which Tenant is responsible may, at Landlord’s election be performed by Landlord at Tenant’s expense, and Landlord may, at its option before commencing any such work or at any time thereafter, require Tenant to furnish to Landlord such security, bond or surety in a form and amount as Landlord shall reasonably deem necessary to assure the payment for such work by Tenant.

6.4                                  Janitorial Services .  Except as provided below in this Section 6.4, Landlord shall provide routine janitorial services to the Building and the Premises of a standard that is substantially equivalent to the services provided in similar buildings in the Washoe County, Nevada metropolitan area, and in accordance with the Standards for Utilities and Services attached as Exhibit E.  Such services shall be provided at Landlord’s cost and expense.  Tenant shall provide janitorial service to that portion of the Premises located on the second floor of the Building, and Landlord shall have no responsibility for performing or for the cost of such services.

6.5                                  Landlord’s Maintenance and Repair Obligations .  Landlord shall cause to be made all structural repairs to the Building including, without limitation, the roof, structural walls and foundations of the Building as and when needed in or about the Premises, except for those repairs for which Tenant is responsible pursuant to any of the provisions of this Lease.  In addition, subject to other provisions of this Lease, including Sections 15 and 16, Landlord shall perform, and/or construct, and Tenant shall have no responsibility to perform or construct, any repair, maintenance or improvements (a) necessitated by the acts or omissions of Landlord, or any other occupant of the Building, or their respective agents, employees or contractors, (b) occasioned by fire or other casualty, or by the exercise of the power of eminent domain, (c) required as a consequence of any violation of any laws not caused by Tenant’s specific use of the Premises, (d) to the lighting, plumbing, mechanical and electrical systems and the structural elements of the Building, (e) to the exterior glass of the Premises and the Building, and (f) to any portion of the Building outside of the demising walls of the Premises.

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6.6                                  Waiver .  Landlord shall have no liability to Tenant, nor shall Tenant’s covenants and obligations under this Lease be reduced or abated in any manner whatsoever, by reason of any inconvenience, annoyance, interruption of or injury to Tenant’s business arising from Landlord’s making any repairs or changes that Landlord is required or permitted by this Lease or required by law to make in or to any portion of the Building or the Premises, or in or to the fixtures, equipment or appurtenances of the Building or the Premises, but Landlord shall endeavor in good faith to minimize disruption to Tenant’s business in such event.  Landlord shall have no liability to Tenant nor shall Tenant’s covenants and obligations under this Lease be reduced or abated in any manner whatsoever, by reason of any act or failure to act of any security personnel or mechanism used in the Building, or by reason of any lack of security in the Building.

6.7                                  End of Term .  Upon termination of this Lease for any reason whatsoever Tenant will peacefully surrender to Landlord the entire Premises, together, subject to the provisions of Section 7.5, with all improvements, changes, alterations and replacements thereto or to the Building or Land, in good order, condition and repair, but in any event with all windows, walls, floors, and carpets cleaned, all equipment in good working order, and the Premises restored to their original condition as of the Commencement Date, ordinary wear and tear excepted.  Upon such termination, Tenant shall have the right to remove Tenant’s Property, as provided at Section 9.2.

7.                                        Tenant Alterations .

7.1                                  Landlord’s Consent .  Tenant shall make no alterations, additions, or improvements in or to the Premises, the Building or the real property appurtenant thereto (herein, “Tenant Improvements”) without Landlord’s prior written consent, to be granted or withheld pursuant to Sections 7.2 and 7.3 below, and, if such consent is granted, then only contractors or mechanics that are approved by Landlord shall effect such Tenant Improvements.

7.2                                  Procedure for Approval .  If Tenant wishes to make any Tenant Improvements to the Premises that either (a) are of a structural nature, or (b) involve a cost greater than $2,500, (c) involve the roof, foundation, exterior walls or interior load- bearing walls of the Building, or (d) are made pursuant to Section 7.2.1 or pursuant to Section 11.2, below, Tenant shall submit to Landlord, for Landlord’s written approval, a written description of the Major Work that Tenant proposes to perform together with detailed plans and specifications for such Major Work.   If Tenant wishes to make any alterations, additions, or improvements to the Premises that do not constitute Major Work, Tenant shall submit to Landlord, for Landlord’s written approval, a written description of such work.  Reference herein to “structural work” or “work of a structural nature” shall have the meaning that such terms normally connote in the construction industry.  By way of example, alteration of interior non-load bearing walls and partitions, alteration of ceilings, installation of wall coverings, painting, installation of rugs, and similar work shall not be deemed to constitute structural work; alteration to any exterior wall, load bearing wall, roof, plumbing system, heating, ventilation, and air conditioning system or similar work shall be deemed to be of a structural nature.

7.2.1                      Initial Tenant Improvements .  Landlord hereby consents to the Tenant Improvements (some of which will be made outside of the Premises) described in Exhibit C (the

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“Initial Tenant Improvements”), which include the installation of the Specialized Equipment and other items described in Section 5.5, and the installation on the Land, in a location approved by Landlord, of a primary diesel fuel tank to supply Tenant’s diesel generator described in Section 5.5.  Landlord shall afford Tenant an allowance for the Initial Tenant Improvements in the amount of $137,606.00, as more particularly provided in Section 7.2.2 (the “TI Allowance”).  Landlord shall be responsible for, and Tenant shall not be required to perform or to apply the TI Allowance to, any of the following:

(a)                                   The removal of Hazardous Substances from the Premises existing thereon or therein on and as of the Effective Date; or

(b)                                  Work necessary to bring the Premises into compliance with applicable laws, regulations and ordinances, including, without limitation, the Americans with Disability Act, unless such compliance is made necessary by Tenant’s specific use of the Premises.

Tenant shall prepare and deliver to Landlord, for its review and approval, construction drawings and specifications for the Initial Tenant Improvements (on the form approved by Landlord pursuant to this Section 7.2.1, the “Approved Plans”).  Landlord shall not unreasonably withhold or delay it approval thereof, provided that the same conform to the description of the Initial Tenant Improvements set forth in Exhibit C, and meet the criteria specified at clauses (a), (c) and (d), of Section 7.3.

7.2.2                      Landlord’s Obligation and TI Allowance .  In connection with Tenant’s design and installation of the Initial Tenant Improvements, Landlord, at its sole cost and expense, shall cause the Premises to have dedicated electrical power service of 480 volt, 3-phase power of 800 amps.  Upon completion of the Initial Tenant Improvements in conformance with the Approved Plans, issuance of a certificate of occupancy for the Premises, and Tenant’s delivery of its certification to Landlord that the Initial Tenant Improvements have been completed in accordance with the Approved Plans, Landlord shall pay the TI Allowance directly to Tenant’s general contractor performing the Initial Tenant Improvements construction work.

7.3                                  Standard for Approval .  Landlord’s approval of proposed work shall not be unreasonably withheld or delayed if such work (a) does not adversely affect, in Landlord’s judgment, the appearance of the Premises and/or Building or the value of the Premises and/or Building, (b) does not adversely affect, in Landlord’s judgment, Landlord’s ability to release the Premises, (c) does not affect the structural integrity of the Building or its systems, (d) conforms to the requirements of all building codes and any other applicable laws and regulations, and (e) can be performed and completed without disrupting the business or operation of the Building or of any other tenant of the Building.  Tenant’s failure to obtain Landlord’s prior written consent to any proposed work shall constitute an Event of Default hereunder.

7.4                                  Compliance with Laws .  All work done by Tenant shall be performed in full compliance with all laws, rules, orders and ordinances.  Without limiting the generality of the foregoing:  (a) Tenant, at its expense, shall obtain all necessary governmental permits and certificates for the commencement and prosecution of Tenant Improvements and for final approval thereof upon completion, and shall cause the Tenant Improvements work to be

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performed in compliance with all such permits and certificates, applicable laws and requirements of public authorities and with all applicable requirements of insurance, and (b) Tenant shall be responsible for assuring that the Premises complies with any and all requirements of the Americans with Disabilities Act and any other Federal, state or local governmental agency requirements relating to Tenant’s specific use of the Premises or Tenant’s business operation.  Landlord’s approval or consent to any proposed work shall not be deemed a waiver of, or an opinion respecting, the compliance of the proposed work with the requirements of this Section 7.4.

7.5                                  Title to Improvements .  All Tenant Improvements upon the Premises, including (without limiting the generality of the foregoing) all wall covering, built-in cabinet work, paneling, and the like shall, unless Landlord elects otherwise in writing, be the property of Landlord, and shall remain upon and be surrendered with the Premises as a part thereof at expiration or earlier termination of this Lease, except that Landlord may, by written notice to Tenant, require Tenant, at Tenant’s cost, (a) to remove any or all Tenant Improvements, and (b) to repair all damage resulting from such removal.  If Tenant fails to perform the foregoing, Tenant shall pay to Landlord all costs arising from Landlord’s performance of the same, which shall be due and payable upon Landlord’s demand.

7.6                                  Schedule /Manner of Work .  All of Tenant’s contractors, suppliers, workmen, and mechanics for any Tenant Improvements shall comply with such rules and conditions as Landlord may reasonably impose from time to time, which rules and conditions shall be enforced by Tenant at the discretion of Landlord.  At any time any contractor, supplier, workman, or mechanic performing construction of any Tenant Improvements performs any work that may or does impair the quality, integrity, or performance of any portion of the Building, Tenant shall cause such contractor, supplier, workman, or mechanic to leave the Building and remove all his tools, equipment, and materials immediately upon written notice delivered to Tenant and Tenant shall reimburse Landlord for any repairs or corrections of any portion of the building caused by or resulting from the work of any contractor, supplier, workman, or mechanic performing any Tenant Improvements work.  The quality of all Tenant Improvements to or involving structural, electrical, mechanical, life/safety, energy management, or plumbing systems in the Premises shall be at least equal to the quality of such systems as on the Commencement Date.

7.7                                  Debris .  Tenant will cause construction of any Tenant Improvements to be accomplished in a neat, clean, and workmanlike manner.  Tenant shall not permit any trash, rubbish, or debris to accumulate in the Premises or the Building, and Tenant shall remove or cause to be removed all such trash, rubbish, and debris from the Premises and the Building and on a timely basis.  Tenant shall be responsible for any additional costs incurred by Landlord for cleaning the Building or any portion thereof, and for removing any trash, rubbish, or debris therefrom to the extent caused by Tenant’s construction of the Tenant Improvements.

7.8                                  Right of Entry/Inspection .  At all times during the period of construction of any portion of any Tenant Improvements, Landlord and Landlord’s architects and engineers shall have the right to enter upon the Premises to inspect the work of construction and the progress thereof.  Tenant shall not close any work affecting any portion of the life safety, heating, ventilation, and air conditioning, plumbing, or electrical systems in the Premises or building until the same has been inspected and approved by Landlord’s engineers.  No inspection or approval

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by Landlord’s engineers of any such work shall constitute an endorsement thereof or any representation as to the adequacy thereof for any purpose or the conformance thereof with any governmental ordinances, codes, or regulations, and Tenant shall be fully responsible and liable therefor.

7.9                                  Insurance .  In addition to the insurance requirements set forth in Section 8, during the period of construction of any Tenant Improvements, Tenant and Tenant’s general contractor shall maintain worker’s compensation, builder’s all-risk and public liability insurance, and such other insurance as Landlord may reasonably require in amounts satisfactory to Landlord.  All policies shall have such coverage limits, and be underwritten by such companies, as Landlord shall approve, and shall name Landlord as an additional insured thereunder.  Before the commencement of construction of any Tenant Improvements, Tenant and Tenant’s general contractor must deliver certificates of all such insurance policies and such insurance policies must be approved by Landlord.

7.10                            Non-Responsibility of Landlord .  Tenant hereby acknowledges that Landlord shall have no responsibility whatsoever for the construction of any Tenant Improvements or for any defects therein.  Tenant shall notify Landlord in writing no less than ten (10) days before the commencement of construction of any Tenant Improvements in order to afford Landlord an opportunity to post and record appropriate notices of non-responsibility.  Tenant, at its expense, shall procure the cancellation or discharge of all notices of violation arising from or other connected with Tenant Improvements work, or any other work, labor, services or materials done for or supplied to Tenant, or any other person claiming through or under Tenant, in or about the Premises or Building.  Tenant shall defend, indemnify and save harmless Landlord and any mortgagee from and against any and all mechanics and other liens and encumbrances filed in connection with the Tenant Improvements work, or any other work, labor, services or materials done for or supplied to Tenant, or any person claiming through or under Tenant, in or about the Premises or Building.  Tenant, at its expense, shall procure the satisfaction or discharge of record of all such liens and encumbrances of record within fifteen (15) days after the filing thereof; provided, Tenant may contest, in good faith and at its own expense, any notice of violation, or lien, provided Tenant posts for the protection of Landlord security in an amount and form acceptable to Landlord.

8.                                        Liability and Insurance .

8.1                                  Action by Tenant .  Further to Section 5.2, Tenant shall not do, or permit anything to be done, or keep or permit anything to be kept in the Premises that would subject Landlord to any liability or responsibility for personal injury, death or property damage, or that would increase insurance rates in respect of the Land, Building or the property therein over the rates that would otherwise then be in effect or that would result in insurance companies of good standing refusing to insure the Building or the property therein in amounts satisfactory to Landlord, or that would result in the cancellation of or the assertion of any defense by the insurer in whole or in part to claims under any policy of insurance in respect of the Land, Building or the property therein.  If, by reason of any failure of Tenant to comply with the provisions of Section 5 or this Section 8.1, the premiums on Landlord’s insurance on the Building and/or property therein shall be higher than they otherwise would be, Tenant shall reimburse Landlord, on demand, for that part of such premiums attributable to such failure on the part of Tenant.

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8.2                                  Landlord’s Insurance .  Landlord shall procure and maintain at all times during the Term of this Lease a policy or policies of insurance covering loss or damage to the Building in the amount of the full replacement value thereof (exclusive of Tenant’s trade fixtures, non-standard tenant improvements, equipment and personal property), providing protection against all perils included within the classification of fire, extended coverage, all risk of loss as it relates to the standard insuring clause, loss of rental income, Landlord’s risk liability coverage, and to the extent any mortgagee of the Building may require or as Landlord may deem prudent, coverage against such other hazards that are then commonly insured against for similar properties.  Such insurance shall provide for payment of loss thereunder to Landlord and/or the holder of any mortgages or deeds of trust or real estate contracts on the Land and/or Building.

8.3                                  Waiver of Subrogation .  Landlord and Tenant hereby release each other and their respective agents, employees, successors and assigns from all liability for damage to any property that is actually covered by property insurance in force or that would normally be covered by full replacement “all risk” property insurance, without regard to the negligence or willful misconduct of the entity so released.  Each party shall cause each such insurance policy it obtains to include a waiver of subrogation regarding the liabilities released hereby.  All of the Landlord and Tenant’s repair and indemnity obligations under this Lease shall be subject to the waiver contained in this Section 8.3.  The waiver of subrogation shall extend to Landlord or Tenant, as applicable, and the agents and employees of each.

8.4                                  Public Liability Insurance .  Tenant, at its expense, shall procure and maintain at all times during the Term and at anytime prior to the Term that Tenant is given possession of the Premises, public liability insurance in respect of the Premises and the conduct or operation of business therein, with Landlord, Landlord’s Operating Manager and Landlord’s managing agent, if any, and any mortgagee whose name and address shall previously have been furnished to Tenant, as additional named insureds, with limits of not less than $1,000,000 for bodily injury or death to any one person and $3,000,000 for bodily injury or death to any number of persons in any one occurrence, and $1,000,000 for property damage.  All such insurance shall insure the performance by Tenant of the indemnity agreement as to liability for injury to, illness of, or death of persons and damage to property set forth in Section 17.2.

8.5                                  Tenant’s Fire and All Risk Coverage Insurance .  Tenant shall also at its own expense maintain, during the Term, and at any time prior to the Term that Tenant is given possession of the Premises, insurance covering its furniture, fixtures, equipment, and inventory in an amount equal to not less than one hundred percent (100%) of the full replacement value thereof and insuring against fire and all risk perils coverage as provided by a standard all risk coverage endorsement and the plate glass and all other glass is the responsibility of the Tenant in the event of breakage from any cause.

8.6                                  Insurance Policies .  All insurance policies required to be carried by Tenant hereunder shall name Landlord as additional insured and shall be with companies and with loss-payable clauses satisfactory to Landlord, and certified copies or originals of policies or certificates evidencing such insurance shall be delivered to Landlord by Tenant prior to Tenant commencing occupancy and thereafter within thirty (30) days prior to each renewal thereof.  Such certificate shall be from a company holding a “Best’s Rating” of at least A:  Class IX, shall indicate that the insurance policy is in full force and effect, and that the policy bears an

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endorsement that the same not be canceled or amended unless thirty (30) days prior written notice by U.S. Certified Mail of the proposed cancellation or amendment has been given to Landlord and any mortgagee of which Landlord has given Tenant notice prior to the date of such certificate.  Each of said certificates of insurance and each such policy of insurance required to be maintained by Tenant hereunder shall expressly evidence insurance coverage as required by the Lease.  All such policies shall be written as primary policies not contributing with and not in excess of coverage which Landlord may carry.

8.7                                  Increase Policies .  From and after the fifth (5 ^th ) anniversary of the Commencement Date, Landlord may from time to time require that the amount of public liability insurance to be maintained by Tenant under Section 7.4 be increased to an amount determined by Landlord to be necessary to adequately protect Landlord’s interest.  Upon receipt of Tenant of a notice from Landlord stating the increased amount of insurance, Tenant shall thereafter carry the insurance as set forth in such notice.  In no event shall the amount of public liability insurance to be carried by Tenant be less than the amount specified in Section 7.4, or be greater than the coverage required to be carried from time to time by new tenants of the Building.

9.                                        Landlord’s Property Tenant’s Property

9.1                                  Landlord’s Property .  All fixtures, equipment, improvements and appurtenances attached to or built into the Premises, whether or not by or at the expense of Tenant, shall be and remain a part of the Premises, shall be deemed the property of Landlord and shall not be removed by Tenant, except as provided in Section 7.5.  Any carpeting or other personal property in the Premises on the Commencement Date shall be and remain Landlord’s property and shall not be removed by Tenant; provided, that at Landlord’s written request, Tenant shall, at its sole expense upon termination of the Lease and in accordance with, and subject to the provisions of, Section 7.5, remove those items specified by Landlord, including any or all fixtures, equipment, improvements, appurtenances and other personal property, that are deemed herein the property of Landlord.

9.2                                  Tenant’s Property .  Notwithstanding any provision to the contrary in Section 9.1, all business and trade fixtures, machinery and equipment, communications equipment and office equipment that are installed in the Premises, the Building or Land by or for the account of Tenant without expense to Landlord and that can be removed without structural damage to the Building and all furniture, furnishings (excluding window coverings) and other articles of movable personal property owned by Tenant and located in the Premises (together, the “Tenant’s Property”) shall be and remain the property of Tenant and may be removed by Tenant at any time during the term of this Lease; provided, that if any of Tenant’s Property is removed, Tenant shall repair or pay the cost of repairing any damage to the Premises, the Building and/or the Land resulting from the installation and/or removal thereof.  Any equipment or other property for which Landlord shall have granted any allowance or credit to Tenant shall not be deemed to have been installed by or for the account of Tenant without expense to Landlord, shall not be considered Tenant’s Property, and shall be deemed to be the property of Landlord.

9.3                                  Removal .  At or before the Expiration Date of this Lease, or any earlier termination of this Lease, Tenant, at its expense, shall remove from the Premises all of Tenant’s Property (except, at Tenant’s option, such items thereof as Landlord shall have expressly

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permitted to remain, which property shall become the property of Landlord), and Tenant shall repair any damage to the Premises or the Building resulting from any installation and/or removal of Tenant’s Property.

9.4                                  Abandonment .  In addition to Landlord’s rights at Section 18.2.1, any items of Tenant’s Property that shall remain in the Premises after the Expiration Date of this Lease, or any earlier termination of this Lease, at the option of Landlord, may, at Landlord’s election, be deemed to have been abandoned, and in such case such items may be retained by Landlord, and Landlord may deal with Tenant’s Property in such manner as Landlord shall determine, at Tenant’s expense.

10.                                  Holding Over .  If Tenant holds over after the Expiration Date or earlier termination of the Term without the express written consent of Landlord, Tenant shall become a tenant at sufferance only, at a rental rate equal to two hundred percent (200%) of the Base Rent in effect upon the date of such expiration or termination (prorated on the basis of a thirty-day month and actual days elapsed), and otherwise subject to the terms, covenants, and conditions herein specified, so far as applicable.  Acceptance by Landlord of rental after such expiration or earlier termination shall not result in a renewal or extension of this Lease.  The foregoing provisions of this Section 10 are in addition to and do not affect Landlords’ right of re-entry or any rights of Landlord hereunder or as otherwise provided by law.

11.                                  Electric Energy

11.1                            High Voltage Equipment .  Tenant shall not, without the prior written consent of Landlord, use any equipment, machine, apparatus or device within the Premises, such as data processing units, punch card machines or any other specialty equipment, that individually uses electricity in excess of 110 volts.

11.2                            Cost of Increasing Capacity .  The Initial Tenant Improvements include installation of a separate electric meter for all Specialized Equipment used in the Premises.  Should Landlord consent to installation of equipment or a design load for the Premises in excess of that permitted to be installed as a part of the Initial Tenant Improvements under Section 7.2.1, the additional equipment required to increase the capacity for Tenant’s excess equipment or design load shall, subject to obtaining Landlord’s approval thereof pursuant to Section 7.2, be provided by Tenant.  Tenant shall pay the cost to purchase, install, service and maintain such additional equipment.  Tenant shall reimburse Landlord, on demand, for the cost of all electric energy separately metered to the Premises, as contemplated above and at Section 5.5.

11.3                            Light Fixtures .  Landlord shall attend to any replacement of electric light bulbs, tubes and ballasts in the Premises throughout the term of this Lease.  Landlord may adopt a system of relamping and reballasting periodically on a group basis in accordance with generally accepted management practice.

12.                                  Climate Control .  Landlord shall maintain and operate the heating, ventilating and air-conditioning systems serving the Premises and shall furnish heat, ventilating and air-conditioning in the Premises (except as otherwise provided in the Standards for Utilities and Services attached as Exhibit E or elsewhere in this Lease) for occupancy of the Premises during Business Hours of

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Business Days.  As used herein, and unless otherwise stated in the Rules and Regulations “Business Hours” shall mean generally customary daytime business hours, but not before 8:00 a.m. or after 6:00 p.m. on weekdays and not before 8:00 a.m. or after 1:00 p.m. on Saturdays, and “Business Days” shall mean all days except Sundays, and days observed by the Federal or the State government as legal holidays.  If Tenant shall require heat or air-conditioning service at any other time, Landlord shall furnish such service subject to such terms and conditions including cost reimbursement, as Landlord may from time to time prescribe in the Rules and Regulations.

13.                                  Signs, Displays, Auctions, and Sales .

13.1                            General .  Tenant shall not place or suffer to be placed on the exterior walls or windows of the Premises or upon the roof or any exterior door or wall or on the exterior or interior of any window thereof any sign, awning, canopy, marquee, advertising matter, decoration, picture, letter or other thing of any kind without the prior written consent of Landlord.  Landlord and Tenant acknowledge that Landlord has, by a separate letter dated on or about the date of this Lease, consented to Tenant’s placement of signs in the exterior of the Building, subject however, to the provisions of such letter.  If Tenant shall install any sign without Landlord’s consent, Landlord shall have the right and authority without liability to Tenant to enter upon the Premises, remove and store the subject sign and repair at Tenant’s cost all damage caused by the removal of the sign.

13.2                            Tenant’s Interior Signs .  Tenant shall have the right, at its sole cost and expense, to erect and maintain within the interior of the Premises all signs and advertising matter customary or appropriate in the conduct of Tenant’s business; provided, however, that Tenant shall upon demand of Landlord immediately remove any sign, advertisement, decoration, lettering or notice which Tenant has placed or permitted to be placed in, upon or about the Premises and that Landlord reasonably deems objectio