OFFICE LEASE

One West Wetmore Road

OFFICE LEASE

This date of this lease ("Lease") is January 5, 2006.

1.      FUNDAMENTAL INFORMATION:

2.        PREMISES: Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord for the term, at the rental, and on all the terms, covenants and conditions of this Lease. The Premises are a part of the real property located at One West Wetmore Road, Tucson, Arizona (the "Property").

3.       IMPROVEMENTS: Landlord, at Landlord's sole cost and expense using building standard materials and workmanship shall construct the tenant improvements for the Lease Premises (including paint and carpet) according to a mutually acceptable space plan attached hereto as Exhibit B. Landlord shall prepare the suite to be "Move-In" ready for Tenant as part of the proposed improvements.

4.       (a)        COMMENCEMENT DATE: The commencement date of the lease term ("Commencement Date") shall begin on or before June 1, 2006.

(b)        EARLY OCCUPANCY AND HOLDING OVER: If the Landlord permits Tenant to

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occupy the Premises prior to the Commencement Date (early occupancy period) all terms and conditions of this Lease shall be deemed in effect. If Tenant remains in possession of the Premises after this Lease terminates without Landlord's written consent, Tenant's occupancy shall be a tenancy from month-to-month subject to all provisions of this Lease and Tenant shall pay rent for each month in the amount of 125% of the monthly rent which applied to the last month of the term plus all other charges payable under this Lease.

(c)        FAILURE OF TENANT TO TAKE POSSESSION: Tenant's inability or failure to take possession of the Premises when delivered by Landlord shall not delay the commencement of the term of this Lease or Tenant's obligation to pay rent.

5.(a)   RENT: Tenant shall pay to Landlord without notice or demand, at the address shown in the lease or as Landlord may notify Tenant in writing from time to time, the rent specified in paragraph 1.d. above, as adjusted pursuant to the provisions of this Lease, in advance, on the first day of each month, commencing on the Commencement Date; provided, however, that if the Commencement Date occurs on a day other than the first day of the month, Tenant shall pay to the Landlord, on the Commencement Date, the prorata amount of monthly rent from the Commencement Date to the end of that month and on the first day of each succeeding month thereafter the monthly installments of rent shall be paid. In addition, and together with each monthly installment of rent, Tenant shall pay to Landlord all rental, sales, excise or use taxes measured or imposed upon rent or the receipt of rent.

(b)       SECURITY DEPOSIT: Tenant shall deposit with Landlord upon execution hereof the Security Deposit specified in paragraph 1.g. above as security for tenant's faithful performance of Tenant's obligations hereunder. If Tenant fails to pay rent or other charges due hereunder, otherwise defaults with respect to any provision of this Lease, Landlord may immediately use, apply or retain all or any portion of said deposit for the payment of any such unpaid rent or other charge or for the payment of any other sum for which Tenant may become obligated by reason of tenant's default, to compensate Landlord for any loss or damage which Landlord may suffer thereby. If Landlord so uses or applies all or any portion of said deposit, Tenant shall within five (5) days after written notice demand therefore deposit cash with Landlord in an amount sufficient to restore said deposit to the full amount hereinabove stated and Tenant's failure to do so shall be a material breach of the Lease. Landlord shall not be required to keep said deposit separated from its general accounts. Any interest generated from said deposit shall accrue to the benefit of Landlord. If, after the expiration of the Lease term, Tenant has performed all of Tenant's obligations hereunder, said deposit, so much thereof as has not therefore been applied by Landlord, shall be returned within a reasonable time, without payment of interest or other increment for its use, to Tenant (or, at Landlord's option to the last assignee, if any, of Tenant's interest hereunder) after Tenant has vacated the Premises. This paragraph shall be construed as cumulative of and not in conflict with Landlord's rights under Paragraph 14 of this Agreement. In no event shall this security deposit be considered as, or be used for or applied against, the last month's rent.

(c)        OPERATING EXPENSE INCREASES: Tenant shall reimburse Landlord, as additional rent, Tenant's Percentage of the increase, if any, of the Operating Expenses (as defined below) for any calendar year during the term of this Lease over the Operating Expenses during the Base Year. The Operating Expenses incurred during the Base Year shall be deemed the Base Year Expenses. The term "Operating Expenses" shall include all operating costs incurred by Landlord in owning, maintaining and operating the Property including without limitation the following costs: (1) utilities and trash removal; (2) cleaning, repair, replacement and maintenance of the Property including the parking lots, Common Area, landscaping, buildings, air conditioning systems and roofs; (3) landscaping services; (4) insurance (including public liability, property damage, earthquake, and fire and extended coverage insurance for the

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full replacement cost of the Property); (5) supplies; (6) management of the Property, whether managed by Landlord or an independent contractor (not to exceed industry standards); (7) costs, expenditures or charges (whether capitalized or not) required by any governmental authority; (8) amortization of capital expenses (including financing costs) over the useful life of the capital expenditure when (1) required by a governmental entry for energy or water conservation or life safety purposes, or (ii) made by Landlord to reduce Operating Expenses; and (9) any other costs or expenses reasonably incurred by Landlord in connection with the Property. Operating Expenses shall not include leasing costs and tenant improvement costs, or services not uniformly available to or performed for substantially all tenants of the Property.

           After the end of each calendar year following the Base Year, Landlord shall submit to Tenant a statement prepared by Landlord showing the total amount expended by the Landlord for Operating Expenses and showing the Base Year Expenses. Tenant's share of any increase in Operating Expenses over the Base Year Expenses shall be paid to the Landlord by the Tenant within ten (10) days after the receipt of the statement. The statement shall itemize the costs and expenses and the amount of the increase in reasonable detail. If this Lease terminates other than at the end of a calendar year, the costs and expenses shall be prorated for that portion of the calendar year prior to such termination. Upon request, Landlord shall supply tenant such records, invoices, and proof of expenditures that may be reasonably requested to confirm the accuracy of the Landlord's statement but only for the prior 12 months.

6.(a)     COMMON AREA: The term "Common Area" means all areas and facilities of the Property that are provided for the general use and convenience of Tenant and other Tenants of the Property and their invitees. Common Area includes without limitation, pedestrian walkways and patios, landscaped areas, sidewalks, common restrooms, if applicable, and parking areas. The Tenant and its invitees are granted the non-exclusive right to use the Common Area with others who are entitled to use the Common Area subject to the following:

(b)        PARKING: Provided Tenant is not in default hereunder, Tenant shall have the nonexclusive right to use the parking areas on the Property during the term of this Lease, for automobile parking and access purposes, subject to the full and complete right of Landlord to designate certain regulations adopted by Landlord. No delay or failure by Landlord to enforce its parking rules and regulations or its other rights hereunder, and no waiver by Landlord of any breach therefore shall be deemed to be a waiver of any succeeding breach or prevent any subsequent or other enforcement thereof by Landlord.

            Tenant shall have the exclusive right to use two (2) reserved covered parking spaces at no additional charge as defined hereto as Exhibit C.

(c)        RULES AND REGULATIONS: Landlord shall have the right from time to time to establish and modify reasonable rules and regulations for tenants, invitees, customers and guests concerning the maintenance, management, use, and operation of the Common Area; provided, however, that none of the rules and regulations shall alter, affect or modify any of the terms and conditions of this Lease. The rules and regulations in effect at the time this Lease is executed are attached hereto.

(d)        MAINTENANCE AND REPAIR OF COMMON AREA: Landlord shall keep the Common Area in good condition and repair at all times during the term of this Lease.

(e)        REPAIRS AND ALTERATIONS: Landlord reserves the right to make necessary, reasonable or desirable repairs and alterations to the Common Area; provided, however, that no change or alteration in the Common Area shall unreasonably impair or impede the use by the

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Tenant of the Common Area. Landlord will use its best efforts to cause repairs and alterations to be made at a time that will minimize interference with Tenant's business.

(f)        TRASH AND WASTE COLLECTION: Tenant, or janitor employed by Tenant, shall deliver all of its waste to the designated area for collection and shall not place or permit waste containers of any type in any areas except the collection area designated by Landlord. Tenant shall pay all costs in connection with the removal from the trash storage area of and disposition of trash and garbage generated by the Tenant's if said trash is in excess of that normally generated in a business office, together with all other janitorial expenses as hereinafter stated.

7.(a)     USE: Tenant shall use the Premises for the purpose set forth in paragraph 1 .h. above and no other use without Landlord's prior written consent.

(b)       CONTINUOUS USE: Tenant shall not leave the Premises unoccupied or vacant for more than thirty (30) consecutive days but shall continuously occupy the premises during the entire term of this Lease.

(c)        COMPLIANCE WITH LAW: Tenant shall at its own expense comply promptly with all municipal, county, state and federal statutes, ordinances, rules, regulations, orders and requirements regulating Tenant's use of the Premises in effect during all or any part of the term. Tenant shall not use or permit the use of Premises in any manner that tends to cause waste, nuisance or unreasonable annoyance including, without limitation, the use of loudspeakers or sound or light apparatus that can be seen or heard outside the Premises.

(d)        INSURANCE: Tenant, at its sole expense, shall comply with any and all requirements of any insurance organization or company for the maintenance of reasonable fire and public liability insurance covering the Premises or the Property.

(e)        INSTALLATION: The installation and location of all machinery, electric wiring, and plumbing shall be subject to the prior written approval of Landlord, which approval will not be unreasonably withheld.

(f)        CONDITION OF THE PREMISES: The Landlord represents that the Premises are zoned, pursuant to the ordinances of the City of Tucson, for general office purposes.

(g)        ADVERTISING AND SIGNS: Tenant shall not place or permit to be placed any sign, advertisement, or any object on the Property or on the exterior walls of the Premises or the windows, or doors of the Premises or in the Common Area, nor make any change thereto without the prior written consent of Landlord, which will not be unreasonably withheld.. If Tenant shall do so Landlord may reenter the Premises and remove the same at Tenant's expense and without notice or obligation to the Tenant. At the termination of this Lease, or an extension thereof, Tenant shall remove all signs of any nature placed on the Property and shall leave the Property free of any signs placed by Tenant. Any damage to the Premises or the Property caused by the installation, maintenance or removal of Tenant's signs shall be repaired at Tenant's sole cost and expense.

(h)        HAZARDOUS MATERIALS: Tenant shall comply with all existing and any hereafter enacted laws or orders regulating any matter which is reasonably determined by landlord or any governmental entity to be hazardous or toxic material ("Hazardous or Toxic Materials"). Tenant shall 'indemnify, defend and hold harmless Landlord from and against any and all claims, demands, judgments, damages, liabilities, costs and expenses of any kind whatsoever in connection with or arising out of any spills or discharges of any Hazardous or Toxic Material due to, contributed to, or caused by Tenant, its principals, employees, customers, clients or invitees. Tenant shall surrender the Premises free

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of any Hazardous or Toxic Materials. Tenant's obligations with respect to any Hazardous or Toxic Material shall not terminate upon the expiration or other termination of this Lease.

8.        MAINTENANCE, REPAIRS AND ALTERATIONS:

(a)        TENANT'S OBLIGATIONS: By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as being in a good and sanitary order, condition and ,; v repair. Tenant shall maintain and repair the Premises (including tenant improvements, interior ji_VO glass, entry and interior doors, carpeting, windows and window coverings, paint, equipment and tili personal property located within the Premises) in good condition and repat and, at the end of the lease, leave the premises in good condition (ordinary wear and tear exfeted), and broom clean. Tenant shall repair any damage caused by the removal of its trade fixtures, furnishings and equipment and shall patch and fill holes and repair any damage caused by the removal. Tenant shall be liable for any damage to the Property (including buildings, other tenants' premises, Common Area, fixtures, equipment and personal property) resulting from the intentional or negligent act or omission of Tenant, its employees or invitees. Tenant shall be responsible for the costs of all janitorial services.

(b)        LANDLORDS OBLIGATIONS: Except for items caused by the intentional or negligent act or omission of Tenant, its employees or invitees, Landlord shall maintain, in good condition (the cost for which is covered under paragraph 5(c), the structural part of the building and other improvements in which the Premises are located, including the foundation, bearing and exterior walls (excluding doors) subflooring and roofs, the unexposed electrical, plumbing and sewer systems, the heating, ventilation and air conditioning equipment serving the Premises, except for that which the Tenant is required to maintain pursuant to subparagraph (a) above.

Landlord shall not be liable for any failure to make repairs, or to perform any maintenance unless such failure shall persist for an unreasonable time (which is hereby deemed to be, in most cases, 10 days unless the repairs cannot reasonably be made in that timeframe) after written notice of the need for said repairs and maintenance is given to the Landlord b) Tenant. There shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to any portion of the Premises, the Property, or to fixtures, appurtenances and equipment therein. Landlord shall have no obligation to shampoo or replace the carpeting or draperies of the Premises during the term or any extension thereof. Landlord shall have no obligation to alter, remodel, improve, repair, decorate, or paint the Premises or any part thereof.

(c)        FAILURE TO PERFORM: If Tenant fails to perform its obligations under this Paragraph 8, Landlord may, at its option, enter the Premises and correct the condition after ten (10) days written notice to Tenant or immediately if the condition affects health or safety. Tenants shall pay Landlord's reasonable cost of the repair immediately upon demand together with interest at the rate of eighteen percent (18%) per annum from the date Landlord performed the repair and until the amount is paid.

(d)       ALTERATIONS: Tenant shall make no alterations, decorations, additions or improvements in or to the Premises without Landlord's prior written consent, which shall not be unreasonably withheld, and then only by contractors or mechanic approved by landlord, which approval shall not be unreasonably withheld. All such work shall be done at such time and in such manner as Landlord may from time to time designate. All work done by or pursuant to the direction and instruction of Tenant shall be performed in full compliance with all laws, ordinances, regulations and requirements of all governmental agencies having jurisdiction. Before commencing any work, tenant shall give Landlord at least five (5) days written notice of the proposed commencement of such work and shall, if required by Landlord, secure at Tenant's

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own expense, a completion and lien indemnity bond, satisfactory to Landlord for said work.

(e) LIENS: Tenant shall keep the Premises, the building and the property upon which the building is situated, free from any liens arising out of the work performed, materials furnished, or obligations incurred by Tenant. Tenant further covenants and agrees that should any mechanic's lien be filed against the Premises or against the building for work claimed to have been done for, or materials claimed to have been furnished claimed to have been furnished to Tenant, said lien will be discharged within (10) days after the filing thereof, at the cost and expense of Tenant.

9. UTILITIES: Tenant agrees to pay all gas, heat, electric power, telephone service and all other utilities services provided to the Premises and all such services shall be in the name of Tenant without responsibility to Landlord, except water service and sewer service.

10.        REAL PROPERTY TAXES:

(a)        Tenant shall pay Tenant's Percentage of the increase of all real property taxes and assessments levied or assessed against the Property in excess of the real property taxes and assessments levied or assessed against the Property for the Base Year. Landlord shall notify Tenant of Landlord's calculation of Tenant's share of such increase, and together with such notice, shall furnish Tenant with a copy of the appropriate tax bills. Tenant may be required to pay its share of any such increase semi-annually not later than ten (10) days before the taxing authority delinquency date (November 1 ^St and May 1') or ten (10) days after receipt of the notice, whichever is later. If the final year of this Lease is less than a full calendar year, the amount of the increase shall be prorated to reflect the portion of such calendar year that this Lease is in effect.

(b)        Tenant shall pay before delinquent all taxes levied against trade fixtures, furnishings, equipment, improvements and all other personal property located on or about the Premises. Tenant shall attempt to have the trade fixtures, furnishings, fixtures, equipment and all other personal property assessed separately from the real property and billed directly to Tenant. If any property is assessed with Landlord's real property, Tenant shall pay Landlord the taxes attributable to the personal property within thirty (30) days after demand by Landlord containing a written statement showing the taxes on the personal property

(c)        Tenant agrees to pay all taxes, except income tax, which may be levied or assessed upon any rent payment made by Tenant to Landlord.

(d)        Landlord's failure to notify Tenant within the time period referenced above to pay its proportionate share of the taxes specified in subparagraphs (b) and (c) shall not serve as a waiver by Landlord of these amounts.

11.        INSURANCE:

(a)        LIABILITY INSURANCE: Tenant, at its expense, shall obtain and keep in force during the term of this Lease, a policy of comprehensive public liability insurance, insuring Landlord and Tenant against liability arising out of the use or occupancy of the Premises. Such insurance shall provide for a limit of liability of not less than ONE MILLION DOLLARS ($1,000,000.00) for injury to or death of one (1) person in any one (1) accident or occurrence and not less than ONE MILLION DOLLARS ($1,000,000.00) for property damage. The limits of insurance coverage shall not be deemed to limit the liability of Tenant under this Lease. Each such policy shall name Landlord as an additional insured.

(b)        PROPERTY INSURANCE: Landlord shall obtain and keep in force during the term of this Lease a policy or polices of insurance, with reasonable deductibles thereon, covering loss or

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damage to the Property from all perils included within the classification of fire, extended coverage, vandalism, malicious mischief and special extended perils ("all risk"). This insurance however shall not extend to any fixtures, equipment or personal property of Tenant located on the Property or within the Leased Premises.

(c)        INSURANCE POLICIES: Tenant shall deliver to Landlord certificates evidencing the existence and limits of the insurance required under Paragraph 11(a). The policies shall provide that they may not be canceled or modified or have coverage reduced without ten (10) days prior written notice to the Landlord. Tenant shall not do or permit anything to be done which would invalidate the insurance policies and shall reimburse Landlo