MARINA BUILDING LEASE AGREEMENT

Exhibit 10.21

MARINA BUILDING
LEASE AGREEMENT

          THIS LEASE is made as of this                      day of October, 2006, by and between Bryan & Mary Lou Chesledon, (hereinafter referred to as "Landlord") and Innuity, Inc. (hereinafter referred to as "Tenant").

LEASE SUMMARY

Section 1.01 The Building.

Section 1.02 The Premises

Section 2.01 Use of Premises and Tenant’s Trade Name

Section 3.01 Lease Term

Section 3.03 Renewal Option.

         Rate and term of renewal to be re-negotiated at time of renewal.

Section 4.01 Basic Rent:

NNN Charges at time of lease signing, $2.60 psf

Section 5.01 Security Deposit: $1,600.00 September 2003

Section 19.01 Addresses for Notices

Section 21.13 Broker’s Commission: n/a

Innuity, Inc./Marina Building Lease, 10/2006 – Page 1

LEASE AGREEMENT

ARTICLE I: PREMISES

Section 1.01 Premises Defined. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon the terms and conditions hereinafter set forth, those certain premises and improvements consisting of the floor area location described in the Lease Summary and shown on the plans attached hereto as Exhibit A (hereinafter referred to as the "Premises"). The Premises are located in the building known as the Marina Building (the "Building") which is situated in the City of Bellingham, County of Whatcom, State of Washington and located upon the real property described in Exhibit B (the "Property").

Section 1.02 Alterations. Tenant acknowledges that Exhibit A sets forth the floor plan for the Building and the location of the Premises therein. Landlord may in its sole discretion increase, decrease, or change the number, locations and dimensions of any hallways, lobby areas and other improvements shown on Exhibit A that are not within the Premises. Landlord reserves the right from time to time (a) to install, use, maintain, repair, relocate and replace pipes, ducts, conduits, wires, and appurtenant meters and equipment for service to the Premises or to other parts of the Building which are above the ceiling surfaces, below the floor surfaces, within the walls and in the central core areas of the Building which are located within the Premises or located elsewhere in the Building; (b) to alter or expand the Building; and (c) to alter, relocate or substitute any of the Common Areas, as defined in Section 1.04 below.

Section 1.03 Condition of Premises. The Premises are leased by Landlord and accepted by Tenant in an "as is" condition, subject to any improvements, alterations or modifications to be made pursuant to Article VII below, and the requirement of Landlord to complete the improvements specified therein.

Section 1.04 Common Areas. So long as Tenant occupies the Premises under the terms of this Lease, Tenant, its licensees, invitees, customers and employees shall have the non-exclusive right to use all entrances, lobbies, and other public areas of the Building (the "Common Areas") in common with Landlord, other Building tenants, and their respective licensees, invitees, customers and employees. The use of the Common Areas shall be subject to the terms and conditions of this Lease.

ARTICLE II: BUSINESS PURPOSE AND USE

Section 2.01 Permitted Uses. Tenant shall use the Premises solely for the purposes and under the trade name specified in the Lease Summary, and for no other business or purpose without the prior written consent of the Landlord.

Section 2.02 Prohibited Uses. Tenant shall not do or permit anything to be done in or about the Premises, nor bring or keep anything therein, which will (a) in any way increase the existing rate of or affect any policy of fire or other insurance upon the Building or any of its contents, or cause a cancellation of any insurance policy covering any part thereof or any of its contents; (b) obstruct or interfere in any way with the rights of other tenants or occupants of the Building or injure or unreasonably annoy any of them; or (c) use or allow the Premises to be used for any improper, unlawful or reasonably objectionable purposes. Tenant shall not cause, maintain or permit any nuisance in, on or about the Premises, nor shall Tenant commit or suffer to be committed any waste in, on or about the Premises. Tenant shall not place upon or install in windows or other openings any signs, symbols, drapes, or other material without written approval of Landlord. Tenant shall not place any object or barrier within, or otherwise obstruct, any of the Common Areas.

Section 2.03 Compliance with Laws. Tenant shall at all times comply with all laws, ordinances and any regulations promulgated by any governmental authority having jurisdiction over the Building and/or the Premises.

ARTICLE III: TERM

Section 3.01 Term. The term of this Lease shall commence on October 1, 2006 (such first day of the calendar month shall be referred to as the "Lease Commencement Date").

     Provided, that if such date falls on a day other than the first day of a calendar month, Tenant’s rent and other obligations pursuant to this Lease for the first month of the Lease Term (as defined below) shall be prorated based upon the number of days from and including such date to the end of such first month.

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     From the Lease Commencement Date, the term of this Lease shall continue for the time period specified in the Lease Summary, the expiration of which shall be the Termination Date of this Lease, unless this Lease is sooner terminated as hereinafter provided. The period between the Lease Commencement Date and the Termination Date shall be referred to as the "Lease Term" or "Term". The Landlord and Tenant acknowledge that certain obligations under the provisions of this Lease may be binding upon them prior to the Lease Commencement Date, such as, but not limited to, the provisions of Exhibit D, and Landlord and Tenant shall be bound by such provisions prior to the Lease Commencement Date.

Section 3.02 Possession by Tenant.

     (a) Landlord shall deliver to Tenant, and Tenant shall accept from Landlord, possession of the Premises, upon the date of mutual execution of the Lease Agreement by both Landlord and Tenant (the "Possession Date"). On the Possession Date Tenant may take occupancy of the Premises and complete any work to be performed by Tenant.

     (b) If Landlord cannot deliver possession of the Premises on the Possession Date, then this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom, but in that event the date specified in Section 3.0 1(a) above shall be extended by the number of days after Lease execution that the Landlord delivers possession of the Premises to Tenant.

Section 3.03 Renewal Option. Landlord hereby grants Tenant the right to enter into negotiations for the lease space by giving notice 180 days prior to the expiration of the lease.

ARTICLE IV: RENT

Section 4.01 Basic Rent .

      (a) Payment Of Basic Rent. Tenant shall pay to Landlord as minimum rental for the use and occupancy of the Premises the "Basic Rent" as specified for the first year of the Lease term in the Lease Summary. Basic Rent shall be payable in advance in Monthly Rent Installments of the amount specified in the Lease Summary, on or before the first day of each month of the Lease Term beginning on the Lease Commencement Date. Basic Rent for any partial year shall be prorated based upon the actual number of months left in such partial year. The Monthly Rent Installment for any partial month shall be prorated based upon the actual number of days in that partial month.

      (b) Annual Basic Rent Adjustment. For each year after the first year of the Lease term, the Basic Rent payable under Section 4.01(a) above of this Lease shall be increased by three percent (3%) over the Basic Rent payable in the month immediately preceding the applicable Adjustment Date (as hereafter defined), commencing on the 13 ^th month following the Lease Commencement Date and on each anniversary of such date through the expiration of the Lease term, as may be extended (each such date is referred to herein as an Adjustment Date.

Section 4.02 Common Area Charges.

      (a) Taxes and Insurance.

           (1) In addition to Basic Rent, and commencing on the Rent Commencement Date, Tenant shall pay to Landlord in monthly installments, the Tenant’s Pro Rata Share of all real estate taxes (as defined below) and insurance premiums, including the insurance premiums and taxes with respect to land, building and improvements thereon. Said insurance shall include all insurance premiums for fire, liability, loss of rents insurance, and any other insurance and endorsements which may include an "all risk" endorsement or any other insurance, that Landlord or Landlord’s lender deems necessary. Commencing on the Rent Commencement Date, Tenant shall also pay to Landlord in monthly installments the Tenant’s Pro Rata Share of all leasehold payments paid by Landlord on the Property, including all applicable State of Washington leasehold taxes on said payments.

           (2) The term "real estate taxes" shall include all real estate taxes and assessments, whether special or general and including any road improvement districts, water improvement district, if any, and any other utility installation hookup, tie in or similar charges or assessments that are levied upon and/or assessed against the Premises or the Shopping Center and/or payable during or with respect to the Lease Term.

      (b) Common Area Maintenance.

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           (1) The term "Common Areas" refers to all areas within the exterior boundaries of the Property which are now or hereafter made available for general use, convenience and benefit of Landlord and other persons entitled to occupy space in the Building, which areas shall include but not be limited to parking areas, driveways, sidewalks, landscaped and planted areas, and roofs.

           (2) The Landlord shall keep or cause to be kept the Common Areas in a neat, clean, and orderly condition, properly lighted and landscaped, and shall repair any damage to the facilities thereof, but all expenses in connection with the Common Areas shall be charged and prorated in the manner hereinafter set forth. The terms "Common Area maintenance charge" and "expenses in connection with the Common Areas" as used herein shall be construed to include, but not be limited to, all sums expended in connection with the Common Areas for all general maintenance and repairs; relocation of facilities; resurfacing; painting; striping; re-striping; cleaning; snow removal; sweeping and janitorial services; maintenance and repair of sidewalks, curbs and Building signs, landscaping, irrigation or sprinkling systems; planting and landscaping; lighting and other utilities; directional signs and other markers and bumpers; all roof repairs and maintenance including but not limited to patching, resurfacing and preventative maintenance and painting or renovation of the exterior portion of all or any part of the improvements constructed on the Property; maintenance and repair of any fire protection systems, lighting systems, storm drainage systems and any other utility systems; all cost or expense incurred by reason of any repairs or modifications to the Building and/or its improvements and/or for repair or installation of equipment for energy or safety purposes; personnel to implement such services; all costs, expenses, taxes and/or surcharges levied or imposed upon or against the Common Areas, parking spaces or areas, the Building and/or Landlord and all payments to or for public transit or car pooling facilities or as otherwise required by any governmental agency having jurisdiction over the Building; all costs incurred by Landlord in connection with complying with applicable federal, state, county, borough or municipal laws, ordinances, rules, regulations, directives, orders and/or requirements now or hereafter in force with respect to the Building and/or its Common Areas; reserves for future maintenance and repair work and reserves for replacement of existing capital improvements in the Common Areas which Tenant hereby authorizes Landlord to use as Landlord deems necessary; personal property taxes on the improvements located on the Common Areas; fees incurred in managing the Building and in the performance, management and supervision of the Common Area maintenance services and obligations, which total management and supervision fees shall not exceed five percent (5%) of the Basic Rent and Common Area Expense, property tax and insurance payments collected from the Building; and public liability and property damage insurance covering the Common Areas in amounts as required by Landlord. Landlord may cause any or all of said services to be provided by an independent contractor or contractors.

           (3) In addition to Basic Rent, and commencing on the Rent Commencement Date, Tenant shall pay to Landlord monthly the Tenant’s Pro Rata Share of the Common Area maintenance charge for each calendar month. The amount of the monthly Common Area maintenance charge shall be equal to the Tenant’s Pro Rata Share of Common Area maintenance charges as defined below, multiplied by the operating cost budget or statement of anticipated monthly Common Area Charges pursuant to Subsection (d) below.

      (c) Definition of Tenant’s Pro Rata Share. For the purposes of this Lease with respect to allocations of each Tenant’s share of taxes, insurance, Common Area maintenance expenses and other Tenant charges, the term "Tenant’s Pro Rata Share" shall be a fraction, the numerator of which is the gross leasable area of the Premises and the denominator of which is the gross leasable floor area of the Building. Provided, however, that if any tenants in said buildings have obtained written approval from Landlord to pay their taxes directly to any taxing authority, or to carry their own insurance, or to maintain part of the Common Area at their own expense, their square footage shall not be deemed a part of the floor area for the purposes of prorating said taxes, or said insurance, or said Common Area maintenance expenses.

      (d) Definition of Common Area Charges. For the purposes of this Lease, the term "Common Area Charges" shall collectively include real estate taxes, insurance, Common Area maintenance charges, and other costs and expenses to be paid pursuant to this Section 4.02. Tenant’s Pro Rata Share of Common Area Charges shall be additional rent and shall be paid at the time and in the manner set forth below.

      (e) Statement of Common Area Charges. Upon commencement of the obligation to pay Common Area Charges, Landlord shall submit to Tenant a statement of the anticipated monthly Common Area Charges and other charges, if any, as determined by Landlord for the period between such commencement and the following January, and Tenant shall pay the same and all subsequent monthly payments concurrently with the payment of Basic Rent or if no Basic Rent is due, such Common Area Charges shall be due and payable on or before the first day of each month, in advance without adjustment or off set. Tenant shall continue to make said monthly payments until notified by Landlord of a change thereof. By March 31st of each year Landlord shall endeavor to give Tenant a statement showing the total Common Area Charges and other

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charges, if any, for the Building actually incurred for the prior calendar year and Tenant’s Pro Rata Share thereof. The first and last such statements during the Lease Term shall be prorated from the commencement of the obligation to pay Common Area Charges and the expiration of the Lease Term as is appropriate. In the event the total of the monthly payments which Tenant has made for the prior calendar year shall be less than the Tenant’s actual Pro Rata Share of such Common Area Charges and other charges, then Tenant shall pay the difference in a lump sum within ten (10) days after receipt of such statement from Landlord and shall concurrently pay the difference in monthly payments which are then calculated as monthly Common Area Charges and other charges next coming due. Even though the Term has expired or has been terminated and Tenant has vacated the Premises, when the final determination is made of Tenant’s Pro Rata Share of said Common Area Charges and other charges for the year in which the Lease expires or terminates, Tenant shall immediately pay any increase due over the estimated Common Area Charges and other charges previously paid and, conversely, any overpayment made shall be immediately rebated by Landlord to Tenant; provided, that all or any part of such refund may be applied by Landlord in payment of any delinquent or past due sum, including Basic Rent, Common · Area Charges or any other amounts due from Tenant.

Section 4.03 Prepaid Rent. Upon the execution hereof, Tenant has deposited with the Landlord as prepaid rent the sum shown in Section 1 above. These funds are to be applied to the first months’ Basic Rent and Common Area Charges that come due.

Section 4.04 Rent. The terms "Rent" and "Rental" as used in this Lease shall mean all amounts to be paid hereunder by Tenant and as adjusted by the terms of this Lease. Failure by Tenant to pay any sum of Rent due under this Article IV shall entitle Landlord to pursue any or all remedies specified in this Lease as well as remedies specified in RCW Chapter 59.12 or otherwise allowed by law.

Section 4.05 Place of Payment. All Rent shall be paid to the Landlord on or before the first day of each calendar month at the address to which notices to Landlord are to be given. All Rental payments to be made hereunder, whether Basic Rent, or Additional Rent or otherwise, are to be made without deduction, setoff, prior notice or demand by Landlord.

ARTICLE V: SECURITY DEPOSIT

Section 5.01 Security Deposit. Contemporaneously with Tenant’s execution of this Lease, Tenant shall pay to Landlord the sum set forth as the Security Deposit in the Lease Summary as security for the full and faithful performance of every provision of this Lease to be performed by Tenant. If Tenant defaults with respect to any provision of this Lease, including but not limited to the provisions relating to the payment of Rent, the repair of damage to the Premises caused by Tenant and/or cleaning the Premises upon termination of this Lease, Landlord may use, apply or retain all or any part of this Security Deposit for the payment of any Rent or any other sum in default, the repair of such damage to the Premises, the cost of cleaning or for the payment of any other amount which Landlord may spend or become obligated to spend by reason of Tenant’s default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant’s default to the full extent permitted by law. If any portion of said Security Deposit is so used or applied, Tenant shall, within ten (10) days after written demand therefore, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount and Tenant’s failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep Tenant’s Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on the Security Deposit. If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, the Security Deposit or any balance thereof shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within ten (10) days after the expiration of the Lease Term.

ARTICLE VI: TAXES

Section 6.01 Personal Property Taxes. Tenant shall pay before delinquency all license fees, public charges, property taxes and assessments on the furniture, fixtures, equipment and other property of or being used by Tenant at any time situated on or installed in the Premises.

Section 6.02 Business Taxes. Tenant shall pay before delinquency all taxes and assessments or license fees levied, assessed or imposed by law or ordinance, by reason of the use of the Premises for the specific purposes set forth in this Lease.

ARTICLE VII: MAINTENANCE, REPAIRS AND ALTERATIONS

Innuity, Inc./Marina Building Lease, 10/2006 – Page 5

Section 7.01 Leasehold Improvements. Landlord and Tenant shall, each at its own expense, complete and install in a good and workmanlike manner those items specified as the "Landlord’s Work" and "Tenant’s Work", respectively, on Exhibit C attached hereto.

Section 7.02 Services to be Furnished by Landlord. Provided Tenant is not in default under any of the provisions of this Lease, and subject to reimbursement pursuant to Section 4.02 above, Landlord shall provide the following services during standard hours of operation of the Building. These standard hours of operation are 7:00 a.m. to 6:00 p.m., Monday through Friday.

     (a) Public utilities shall be caused to furnish the Premises with electricity and water utilized in operating any and all facilities serving the Premises;

     (b) Hot and cold water at those points of supply provided for general use of other tenants in the Building, central heat and air conditioning in season, at such times as Landlord normally furnishes these services to other tenants in the Building and at temperatures and in amounts as are considered by Landlord to be standard, but this service at times during the weekdays at other than standard hours of operation for the Building, on Sundays and holidays shall be furnished only upon request of Tenant, who shall bear the entire costs thereof;

     (c) Routine maintenance, painting and electric lighting service for all Common Areas of the Building;

     (d) Janitorial service Monday through Friday, excluding legal holidays, for all Common Areas of the Building;

     (e) Electrical facilities to provide sufficient power for typewriters, personal computers and other small office machines of similar low electrical consumption, but not including electricity required for electronic data processing equipment, special lighting in excess of building standard, and any other item of electrical equipment which (itself) consumes more than .5 kilowatts per hour at rated capacity or requires a voltage other than 120 volts single phase per square foot. If any electrical equipment installed in the Premises requires air conditioning capacity above that provided by the building standard system, then the additional air conditioning installation and corresponding operating costs will be the separate obligation of the Tenant;

     (f) Initial lamps, bulbs, starters and ballasts used within the Premises; and

     In the event Tenant desires any of the aforementioned services in amounts in excess of those deemed by Landlord to be "standard" and in the event Landlord elects to provide these additional services, Tenant shall pay Landlord as Additional Rent hereunder the cost of providing these additional services. Failure by Landlord to any extent to furnish any of the above services, or any cessation thereof, resulting from causes beyond the control of Landlord, shall not render Landlord liable in any respect for damages to either person or property, nor shall that event be construed as an eviction of Tenant, nor result in an abatement of Rent, nor relieve Tenant from any of Tenant’s obligations hereunder (including, but not limited to, the payment of Rent). Should any of the equipment or machinery utilized in supplying the services listed herein for any cause cease to function properly, Landlord shall use reasonable diligence to repair that equipment or machinery promptly, but Tenant shall have no right to terminate this Lease, and shall have no claim for a reduction, abatement or rebate of Rent or damages on account of any interruption in service occasioned thereby or resulting therefrom.

Section 7.03 Tenant’s Maintenance and Repairs. Tenant shall be obligated to maintain and to make all repairs, replacements or additions of any kind whatsoever to all personal property located within the Premises and to all fixtures, furnishings and carpet, including stain removal, located within the Premises. Tenant also shall be responsible for maintaining and replacing all lamps, bulbs, starters and ballasts.

Section 7.04 Tenant’s Alterations. Subject to Landlord’s prior written approval, Tenant may make, at Tenant’s expense, additional improvements or alterations to the Premises which it may deem necessary or desirable. Any repairs or new construction by Tenant shall be done in conformity with plans and specifications approved by Landlord and shall be performed by a licensed contractor approved by Landlord. If requested by Landlord, Tenant shall post a bond or other security satisfactory to Landlord to protect Landlord against liens arising from work performed for Tenant. All work performed shall be done in a workmanlike manner and with materials of the quality and appearance as exist throughout the Building. Landlord may require Tenant to remove and restore any improvements or alterations on the termination of this Lease in accordance with Section 13.02 below.

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Section 7.05 Liens. Tenant shall keep the Premises and the Property free from any liens arising out of any work performed, material furnished, or obligations incurred by Tenant. If Tenant disputes the correctness or validity of any claim of lien, Tenant shall, within ten (10) days after written request by Landlord, post or provide security in a form and amount acceptable to Landlord to insure that title to the Property remains free from the lien claimed.

ARTICLE VIII: INSURANCE

Section 8.01 Use; Rate. Tenant shall not do anything in or about the Premises which will in any way tend to increase insurance rates paid by Landlord on policies of liability or casualty insurance maintained with respect to the Building and/or Property. In no event shall Tenant carry on any activities which would invalidate any insurance coverage maintained by Landlord.

Section 8.02 Liability Insurance. Tenant is a self-insured municipal entity that, pursuant to Bellingham Municipal Code 4.16, is self-insured and maintains a substantial liability loss fund for that purpose. Tenant shall maintain this self insurance at the levels maintained upon the execution of the Lease or shall procure liability insurance. If Tenant shall chose not to maintain a self-insurance program during the Lease Term, Tenant, at its sole expense, shall obtain and maintain in full force a policy or policies of comprehensive liability insurance issued by one or more insurance carriers, insuring against liability for injury to or death of persons and loss of or damage to property occurring in or on the Premises and any portion of the Common Area which is subject to Tenant’s exclusive control and said liability insurance shall be in an amount not less than $1,000,000.00 combined single limit for bodily and personal injury and property damage. If Tenant self insures, Tenant shall defend Landlord against any claim, with counsel reasonably satisfactory to Landlord, at Tenant’s sole cost and expense, and Tenant shall pay any judgment rendered against Landlord on said claim, to the same extent that a third party insurer would defend and insure Landlord under a comprehensive liability insurance policy which is primary and noncontributing and has named Landlord as an additional insured pursuant to the provisions in Section 8.07(b) and (c) below.

Section 8.03 Worker’s Compensation Insurance. Tenant shall at all times maintain Worker’s Compensation Insurance in compliance with Washington law.

Section 8.04 Casualty Insurance. Tenant is self-insured for casualty and property insurance and maintains an insurance policy over and above it’s