EXHIBIT 10.28

OFFICE LEASE

This lease is made and entered into at Salem, Oregon, this 19 day of January 1999, by and between Retro, LLC , Landlord, and Advanced TelCom Group, Inc., a California corporation, Tenant.

Landlord hereby leases to Tenant a portion of the building located at 198 Commercial St. SE, Salem, Oregon (the “Building”), as follows:  approximately 6,873 net useable square feet on the first floor as shown on the attached floor plan marked as Exhibit “A”, (the “Premises”).  Said Premises shall include twenty (20) parking spaces.  Said parking spaces shall be either non-exclusive permit parking spaces located on the third through fifth floors of the adjacent city-owned parking structure, and/or parking spaces for exclusive use in either one of the surface parking lots located diagonally across Commercial Street, and/or behind the parking garage on Ferry Street detailed on Exhibits “B” & “C”, or a combination thereof.  The exact location of said parking spaces and Tenant suite number shall be determined prior to occupancy.

Tenant’s proportionate share of total building square footage for purposes of Sections 32 and 34 shall be twenty and three tenths (20.3%) percent.  Tenant’s total rentable square feet, including their proportionate share of common areas, as further detailed in paragraph 2, is approximately 7,815.

Landlord and Tenant covenant and agree as follows:

1.                                       Term and Monthly Base Rent.

This lease is for a term of ten (10) years commencing on the later of the following (the “Commencement Date”):  (A) the date by which all of the following have occurred:  (i) Landlord has substantially completed the Tenant Improvements set forth in Section 39 in accordance with the Lease, (ii) there remains no incomplete or defective item of the Tenant Improvements that would adversely effect Tenant’s intended use of the Premises; (iii) Landlord has delivered possession of the Premises to Tenant; and (iv) Landlord has obtained all approvals and permits from the appropriate governmental authorities required for the legal occupancy of the Premises for Tenant’s intended use; or (B) one hundred twenty (120) days from execution hereof (the “Commencement Date”), and continuing through the last day of the one hundred twentieth (120 ^th ) month thereafter, at a Monthly Full Service Gross (FSG) Base Rent for the usable area as follows:

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Rent is payable in advance on the first day of each month commencing on the Commencement Date.  The rent for the first month of the lease term shall be paid by Tenant upon the execution of the lease agreement.

2.                                       Common Areas.

Landlord shall grant to Tenant and Tenant’s employees, agents, customers and invitees the non-exclusive right during the Lease Term and any renewal Term to use in common with others granted the use thereof the Common Areas which shall be those areas, indoors and outdoors, provided by Landlord for the general use of the tenants of the Building and shall include, without limitation, the restrooms, if any, for the use of more than one tenant or the public, lobbies, common, hallways, parking areas, roadways, pedestrian sidewalks, delivery areas, landscaped areas and all other areas or improvements which may be provided by Landlord for the general use of tenants of the Building and their agents, employees and customers.  The manner in which the Common Areas shall be maintained and the expenditures therefor shall be at the reasonable discretion of the Landlord.  Landlord shall be responsible for the operation, management and maintenance of the Common Areas.  The manner in which the Common Areas shall be maintained shall be at the reasonable discretion of the Landlord; provided however, that Landlord shall use reasonable efforts not to unduly interfere with or disrupt Tenant’s occupancy of the Building.  Tenant shall pay monthly as additional rent Tenant’s proportionate share of interior space devoted to the Common Areas (Common Area Rent).  Said Common Areas of the Building are stipulated to be 5,400 square feet, which equates to 13.7% of the overall building square footage excluding basement.  Tenant’s proportionate share of the Common Areas equals 1,096 square feet.  Tenant’s monthly base rental for it’s proportionate share of the Common Area is Sixteen Hundred forty-four and no/100 Dollars ($1,644.00).  The total usable and common area base monthly rental for year one is $11,271.50 ($9,627.50 + $1,644.00 = $11,271.50).  The monthly rent on the common area shall be increased on an annual basis at the same rate as the usable area which is 2% annually for the first five years and 3% annually for the second five years of the lease term which shall be the following amounts:

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3.                                       Delivery of Possession.

Should Landlord be unable to deliver possession of the Premises on the date fixed for the commencement of the term, commencement will be deferred and Tenant shall owe no rent until notice from Landlord tendering possession to Tenant.  Landlord shall have no liability to Tenant for delay in delivering possession, nor shall such delay extend the term of this lease in any manner unless the parties execute a written extension agreement.  In the event the Commencement Date shall not have occurred for any reason which is within Landlords control, on or before May 31, 1999 then the date Tenant is otherwise obliged to commence payment of rent shall be delayed by one additional day for each day that the Commencement Date is delayed beyond May 31, 1999.  In the event the Commencement Date shall not have occurred for any reason which is within Landlords control, on or before June 30, 1999, then Tenant may terminate this Lease by written notice to Landlord, whereupon any monies previously paid by Tenant to Landlord shall be reimbursed to Tenant.

4.                                       Rent Payment.

Tenant shall pay the Base Rent for the Premises and any additional rent provided herein without deduction or offset.  Rent for any partial month during the lease term shall be prorated to reflect the number of days during the month that Tenant occupies the Premises.  Additional rent means amounts determined under Sections 32 through 34 of this Lease and any other sums payable by Tenant to Landlord under this Lease.  Rent not paid within five (5) days of when due shall bear interest at the rate of one-and-one-half percent per month until paid.  Landlord may at its option impose a late charge of $.05 for each $1 of rent for rent payments made more than 5 days late in lieu of interest for the first month of delinquency, without waiving any other remedies available for default.  Failure to impose a late charge shall not be a waiver of Landlord’s rights hereunder.

5.                                       Security Deposit.

Tenant shall pay upon the execution hereof a security deposit equal to one months base rental totaling $11,271.50.  Said security deposit shall be held by Landlord for the term of the lease, including the option to extend, if exercised by Tenant, for Tenant’s faithful performance of all lease terms.  Landlord shall return all or a portion of Tenant’s security deposit upon termination of the lease and the Premises being returned by Tenant to Landlord free from any defaults and in satisfactory condition reasonable wear and tear excepted.

6.                                       Use.

Tenant shall use the Premises for general office, storage and maintenance of telecommunications equipment, marketing, sales and customer service and other related office uses and for no other purpose without Landlord’s written consent.  In connection with its use, Tenant shall at its expense promptly comply and cause the Premises to comply with all applicable laws, ordinances, rules and regulations of any public authority and shall not annoy, obstruct, or interfere with the rights of other

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tenants of the Building.  Tenant shall create no nuisance nor allow any objectionable fumes, noise, or vibrations to be emitted from the Premises.  Tenant shall not conduct any activities that will in any manner degrade or damage the reputation of the Building.  In the event Landlord’s insurance rates on the building increase due to Tenant’s particular use, Tenant agrees to pay 100% of the additional cost.  Notwithstanding anything to the contrary in the Lease, Tenant shall not be required to comply with or cause the Premises to comply with any laws, rules, regulations, codes, ordinances, underwriters’ requirements, covenants, conditions and restrictions (collectively, “Laws”) unless such compliance is necessitated solely due to Tenant’s particular use of the Premises.

7.                                       Equipment.

Tenant shall install in the Premises office equipment as is customary for their use and shall not overload the floors or existing electrical circuits of the Premises or Building or alter the plumbing or wiring of the Premises or Building.  Landlord must approve in advance the location of and manner of installing any additional wiring or electrical, HVAC, heat generating or communication equipment or exceptionally heavy articles.  All telecommunications and computer related equipment, electrical, conduit, cables and wiring, additional dedicated circuits and any additional air conditioning required because of heat generating equipment or special lighting installed by Tenant, at it’s expense, shall also be operated on a monthly basis at Tenant’s expense.  Landlord acknowledges that Tenant, at it’s sole cost, shall install additional electrical service, an approximate 15’ x 20’ transformer room and HVAC in order to operate the equipment that Tenant plans to install into the building.  Landlord must approve of the location of Tenant’s equipment and the additional electrical and HVAC prior to installation.  Tenant agrees to remove, at it’s sole cost, all of its equipment, electrical, conduit, generator and all other personal property or trade fixtures at the end of the lease term, including option, if exercised, and restore the building to it’s condition prior to the installation of Tenant’s improvements and equipment.  The restoration of the building shall also include the removal of the transformer required by PGE to be located in the building, the 3 hour fire rated walls, overhead and personnel doors and replace exterior block wall with two (2) windows the same size and material as the ones removed.

8.                                       Signs.

No signs, awnings, antennas, or other apparatus shall be painted on or attached to the Building or anything placed on any glass or woodwork of the Premises or positioned so as to be visible from outside the Premises without Landlord’s written approval, which shall not be unreasonably withheld, delayed or conditioned as to design, materials, size, location, and color.  All signs installed by Tenant shall comply with Landlord’s standards for signs and all applicable codes and all signs and sign hardware shall be removed upon termination of this lease with the sign location restored to its former state unless Landlord elects to retain all or any portion thereof.  Said installation, removal and restoration shall be at Tenant’s sole cost and expense.

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Notwithstanding the foregoing, Landlord shall provide, at Tenant’s sole cost, a lobby tenant directory and suite entry sign as well as two (2) exterior signs mounted on the entry of the building.  The cost of the two (2) exterior building signs shall be approximately $1,100.00 installed.  The exterior building signs are totally at Tenant’s option.  The total cost of all signage shall not exceed $1,500.00 installed.  Tenant’s execution hereof shall be deemed to be Tenant’s approval of the terms of this section.

9.                                       Utilities and Services.

Landlord will furnish water and electricity to the Building at all times and will furnish heat and air conditioning during the normal Building hours as established by Landlord which, at a minimum, shall be 7 am - 7 pm Monday through Friday and Saturday 8 am - 12 pm.  Janitorial service will be provided Monday through Friday in accordance with the regular schedule of the Building, which schedule and service may change from time to time.  Tenant shall comply with all government laws or regulations regarding the use or reduction of use of utilities on the Premises.  Interruption of services or utilities shall not be deemed an eviction or disturbance of Tenant’s use and possession of the Premises, render Landlord liable to Tenant for damages, or relieve Tenant from performance of Tenant’s obligations under this lease.  Landlord shall take all reasonable steps to correct any interruptions in service.  Electrical service furnished will be 110 volts unless different service already exists in the Premises.  Tenant shall provide its own surge protection for power furnished to the Premises.  The utility service provided by Landlord will be for normal administrative office use and does not include the utility service for Tenant’s special equipment needs.  Tenant shall pay separately for their special utility and service and repair needs for their equipment and the additional HVAC.  If there is any interruption, failure, stoppage or interference of the utilities, services or access to the Premises or due to the presence of any Hazardous Materials on or about the Building or the project of which the Building is a part (the “Project”) (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, which is in control of the Landlord, persists for more than thirty (30) consecutive calendar days, then Tenant shall have the right to terminate the Lease.

10.                                Extra Usage.

If Tenant uses excessive amounts of utilities or services of any kind because of operation outside of normal Building hours, high demands from office machinery and equipment, nonstandard lighting, or any other cause, Landlord may impose a reasonable charge for supplying such extra utilities or services, which charge shall be payable monthly by Tenant in conjunction with rent payments.  In case of dispute over any extra charge under this section, Landlord shall designate a qualified independent engineer whose decision shall be conclusive on both parties.  Landlord and Tenant shall each pay one-half of the cost of such determination.

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11.                                Security.

Landlord may but shall have no obligation to provide security service or to adopt security measures regarding the Premises, and Tenant shall cooperate with all reasonable security measures adopted by Landlord.  Tenant may install a security system within the leased Premises with Landlord’s written consent which will not be unreasonably withheld.  Landlord will be provided with an access code to any security system.  Landlord may modify the type or amount of security measures or services provided to the Building or the Premises at any time.  Notwithstanding anything to the contrary in the Lease, Landlord shall not have access to the switch area except in the event of an emergency, and in the event of such emergency, must be accompanied by an authorized agent of Tenant.

12.                                Maintenance and Repair.

Landlord shall have no liability for failure to perform required maintenance and repair unless written notice of such maintenance or repair is given by Tenant, and Landlord fails to commence efforts to remedy the problem in a reasonable time and manner.  Landlord shall have the right to erect scaffolding and other apparatus necessary for the purpose of making repairs, and Landlord shall have no liability for interference with Tenant’s use because of repairs and installations provided Landlord shall use reasonable efforts to minimize disruption to Tenant’s business.  Tenant shall have no claim against Landlord for any interruption or reduction of services or interference with Tenant’s occupancy, and no such interruption or reduction shall be construed as a constructive or other eviction of Tenant provided Landlord shall use reasonable efforts to minimize disruption to Tenant’s business.  Repair of damage caused by negligent or intentional acts or breach of this lease by Tenant, its employees or invitees shall be at Tenant’s expense after first applying the proceeds of insurance to cover such loss, if any.  Notwithstanding the foregoing, Landlord shall have no obligation whatsoever for the maintenance and repair of the additional electrical and HVAC installed in the Premises by Tenant due to Tenant’s special equipment needs.

Notwithstanding the foregoing, Landlord shall perform and 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 condemnation, (c) which could be treated as a “capital expenditure” under generally accepted accounting principles, (d) to the heating, ventilating, air conditioning, electrical, water, sewer, and plumbing systems serving the Premises or the Building other than any additional systems installed by Tenant, and (e) to any portion of the Building outside of the demising walls of the Premises.  Notwithstanding the foregoing, Tenant shall pay for its share of the repairs described in subsections (c)-(e) to the extent such costs are properly included in operating expenses.

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Landlord warrants and represents that, as of the Commencement Date, (i) the Premises, and the Building will comply with all applicable laws, rules, regulations, codes, ordinances, underwriters’ requirements, covenants, conditions and restrictions, (ii) the Premises will be in good and clean operating condition and repair, (iii) the electrical, mechanical, HVAC, plumbing, sewer, elevator and other systems serving the Premises and the Building will be in good operating condition and repair, and (iv) the roof of the Building will be in good condition and water tight.  Landlord shall, promptly after receipt of notice from Tenant, remedy any non-compliance with such warranty at Landlord’s sole cost and expense.

13.                                Alterations.

Tenant shall not make any alterations, additions, or improvements to the Premises, change the color of the interior, or install any wall or floor covering without Landlord’s prior written consent which may be withheld in Landlord’s reasonable discretion, excepting the alterations and additions acknowledged and approved by Landlord herein.  Any such improvements, alterations, wiring, cables or conduit installed by Tenant shall at once become part of the Premises and belong to Landlord except for removable machinery and unattached movable trade fixtures.  Landlord may at its option require that Tenant remove any improvements, alterations, wiring, cables or conduit installed by or for Tenant and restore the Premises to the original condition upon termination of this lease.  Landlord shall have the right to approve the contractor used by Tenant for any work in the Premises, which approval shall not be unreasonably withheld delayed or conditioned and to post notices of nonresponsibility in connection with work being performed by Tenant in the Premises.  Work by Tenant shall comply with all laws then applicable to the Premises.

14.                                Indemnity.

Tenant shall not allow any liens to attach to the Building or Tenant’s interest in the Premises as a result of its activities.  Except to the extent of the negligence or willful misconduct of Landlord or its agents, contractors, or invitees Tenant shall indemnify and defend Landlord and its managing agents from any claim, liability, damage, or loss occurring on the Premises, arising out of any activity by Tenant, its agents, or invitees or resulting from Tenant’s failure to comply with any term of this lease.  Except to the extent of the negligence or willful misconduct of Landlord or its agents, contractors, or invitees neither Landlord nor its managing agent shall have any liability to Tenant because of loss or damage to Tenant’s property or for death or bodily injury caused by the acts or omissions of other Tenants of the Building, or by third parties (including criminal acts).  Notwithstanding anything to the contrary in this Lease, Landlord shall not be released or indemnified from, and shall indemnify, defend, protect and hold harmless Tenant from, all losses, damages, liabilities, judgments, actions, claims, attorneys’ fees, consultants’ fees, payments, costs and expenses arising from the negligence or willful misconduct of Landlord or its agents, contractors, licensees or invitees, Landlord’s violation of any law, order or regulation, or a breach of Landlord’s obligations or representations under the Lease.

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15.                                Insurance.

Tenant shall carry liability insurance with limits of not less Two Million Dollars ($2,000,000), combined single limit bodily injury and property damage which insurance shall have an endorsement naming Landlord and Landlord’s managing agent, if any, as an additional insured, covering the liability insured under Section 14 of this lease and be in form and with companies reasonably acceptable to Landlord.

Prior to occupancy, Tenant shall furnish a certificate evidencing such insurance which shall state that the coverage shall not be canceled or materially changed without 10 days advance notice to Landlord and Landlord’s managing agent, if any.  A renewal certificate shall be furnished at least 10 days prior to expiration of any policy.  Landlord shall maintain “all risk” property insurance insuring against risk of loss or damage to the Building for the full replacement cost thereof.

16.                                Fire or Casualty.

“Major Damage” means damage by fire or other casualty to the Building or the Premises which causes the Premises or any substantial portion of the Building to be unusable, or which will cost more than 25% of the pre-damage value of the Building to repair, or which is not covered by insurance.  In case of Major Damage, Landlord may elect to terminate this lease by notice in writing to the Tenant within 30 days after such date.  If this lease is not terminated following Major Damage, or if damage occurs which is not Major Damage, Landlord shall promptly restore the Premises to the condition existing just prior to the damage.  Landlord shall not be required to restore damage to tenant improvements or alterations installed by Tenant.  Rent shall be reduced from the date of damage until the date restoration work being performed by Landlord is substantially complete, with the reduction to be in proportion to the area of the Premises not useable by Tenant.  Notwithstanding the foregoing, in the event such damage cannot reasonably be or is not infact repaired, within 180 days of the date thereof, Tenant may terminate this lease.  Notwithstanding anything to the contrary in the Lease, Landlord shall not have the right to terminate the Lease if (i) the Building is damaged by a peril required to be insured against by Landlord under the Lease, or (ii) the damage is relatively minor ( e.g. , the cost of repair or restoration does not exceed five percent (5%) of the then replacement cost of the Building).

17.                                Waiver of Subrogation.

Tenant shall be responsible for insuring its personal property and trade fixtures located on the Premises and any alterations or tenant improvements it has made to the Premises.  Notwithstanding anything to the contrary herein neither Landlord, its managing agent nor Tenant or their respective agents shall be liable to the other for any loss or damage caused by water damage, sprinkler leakage, fire, or any of the risks that are or could be covered by a special all risk property insurance policy, or for any business interruption without regard to the negligence of either party, and there shall be no subrogated claim by one party’s insurance carrier against the other party arising out of any such loss.  Each party shall cause each insurance policy it obtains to

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include a waiver of subrogation regarding the liabilities released hereby.  All of Landlord’s and Tenant’s repair and indemnity obligations under the Lease shall be subject to the waiver contained in this paragraph.

18.                                Eminent Domain.

If a condemning authority takes title by eminent domain or by agreement in lieu thereof to the entire Building or a portion sufficient to render the Premises unsuitable for Tenant’s use, then either party may elect to terminate this lease effective on the date that possession is taken by the condemning authority.  Rent shall be reduced for the remainder of the term in an amount proportionate to the reduction in area of the Premises caused by the taking.  All condemnation proceeds shall belong to Landlord, and Tenant shall have no claim against Landlord or the condemnation award because of the taking provided, however, Tenant shall receive a portion of the condemnation proceeds (whether by award or payment under threat of condemnation) based on:  (i) the unamortized value, allocable to the remainder of the Lease term, of any improvements installed at Tenant’s expense, which are not removable; (ii) Tenant’s moving cost; (iii) loss to Tenant’s goodwill as a consequence of the condemnation; and (iv) Tenant’s trade fixtures.

19.                                Assignment and Subletting.

This lease shall bind and inure to the benefit of the parties, their respective heirs, successors, and assigns, provided that Tenant shall not assign its interest under this lease or sublet all or any portion of the Premises without first obtaining Landlord’s consent in writing.  No assignment shall relieve Tenant of its obligation to pay rent or perform other obligations required by this lease, and no consent to one assignment or subletting shall be a consent to any further assignment or subletting.  Landlord shall not unreasonably withhold, delay or condition its consent to any assignment or subletting provided the proposed Tenant is compatible with Landlord’s normal standards for the Building.  Compatibility may or may not be based on a competitive use within the building.  Landlord, in its reasonable discretion, shall make this determination.  If an assignment or subletting is permitted, any cash profit, or the net value of any other consideration received by Tenant as a result of such transaction shall be paid to Landlord promptly following its receipt by Tenant after subtracting Tenant’s reasonable costs in connection the