AMENDMENT TO STOCK PURCHASE AGREEMENT AND CLOSING STATEMENT

THIS AMENDMENT TO STOCK PURCHASE AGREEEMNT (the "Amendment") is made and entered into as of February 11, 2005, by and among IFT CORPORATION , a Delaware corporation (the "Purchaser"), LAPOLLA INDUSTRIES, INC. , an Arizona corporation (the "Company"), and BILLI JO HAGAN, AS TRUSTEE OF THE BILLI JO HAGAN TRUST, DATED OCTOBER 6, 2003  (the "Shareholder").

A.   Purchaser, the Company and Shareholder entered into a Stock Purchase Agreement, dated January 25, 2005 (the "Agreement").

B.   Section 13.6 of the Agreement requires the written consent of each party to amend the Agreement.

C.   Purchaser, the Company and Shareholder desire to amend the Agreement subject to and in accordance with the terms of this Amendment.

NOW, THEREFORE, in consideration of the foregoing Recitals, mutual agreements, covenants and promises set forth in this Amendment and the Agreement and other good and valuable consideration, the receipt, sufficiency and validity of which is hereby acknowledged, Purchaser, the Company and Shareholder hereby agree as follows:

1.   Closing Date . Section 2.1 of the Agreement is amended to provide that the Closing shall occur at the offices of Bade & Baskin, PLC, at 2:00 p.m. on February 11, 2005.

2.   SEP Contribution . The Company's tax return for the fiscal year ended October 31, 2004 reflects a SEP contribution of $131,724.32 (the "SEP Contribution"). The Company has not yet funded such contribution. Notwithstanding any provision of the Agreement to the contrary or any representations or warranties by the Company or Shareholder, Purchaser agrees to fund the SEP Contribution for the Company after the Closing.

In addition to the purchase and sale of the Shares, the following transactions shall take place at or as soon after Closing as possible:

(a)   Shareholder or Shareholder's nominee ("Landlord") and the Company shall each execute and deliver to each other a Lease Agreement (the "Lease") to be dated as of the Closing Date in substantially the form of Exhibit A hereto; and

(b)   The Company will transfer to Shareholder the assets set forth on Schedule 2.2(b) attached hereto (the "Retained Assets"). All current and long term liabilities of the Company with respect to the 2005 Volvo have been satisfied. All current and long term liabilities of the Company to Bank One (the Bank One Note") reflected on the Company's balance sheet with respect to the land, building and improvement (the "Property") will be satisfied by the Company's distribution of the Property to Shareholder or Shareholder's nominee in satisfaction of the note payable to B.J. Burns/Hagan reflected on the Company's balance sheet, as adjusted pursuant to Section 2.2(c) hereof (the "Hagan Loan Amount"), and Shareholder's subsequent refinancing of the Property.

(c)   The remainder of the note payable to the officer reflected on the Company's balance sheet (the "Remaining Officer Loan Amount") will be satisfied by Shareholder by adding the Remaining Officer Loan Amount to the note payable to B.J. Burns/Hagan (i.e., a transaction deemed to consist of Shareholder's loan of the Remaining Officer Loan Amount to the Company and the Company's repayment of the Remaining Officer Loan Amount to the officer). The Hagan Loan Amount shall be satisfied by the Company's distribution of the Property to Shareholder or Shareholder's nominee.

(d)   The necessary paperwork to effectuate the transactions set forth in Sections 2.2(b) and 2.2(c) hereof is estimated to be completed in approximately two weeks. Following Closing, Purchaser and the Company agree to execute and deliver, at the request of Shareholder and without further consideration, such additional instruments of conveyance and transfer, and to take such other action as Shareholder may reasonably require to convey, assign, transfer and deliver the 2005 Volvo and the Property to Shareholder or Shareholder's nominee and carry out the other transactions contemplated hereunder.

4.   Closing Statement . As required by Section 1.2(d) of the Agreement, Shareholder hereby delivers to Purchaser the Closing Statement:

5.   UCC-1 Filings; Capital Indemnity . Purchaser acknowledges that the Company is the debtor under certain UCC-1 filings, copies of which have been previously furnished to Purchaser and which are attached hereto as Schedule 5(a) (the "UCC-1 Filings"). Purchaser agrees, notwithstanding any provision of the Agreement to contrary or any representations or warranties by the Company or Shareholder, that the Company shall be solely responsible for the obligations reflected in the UCC-1 Filings. Purchaser acknowledges that the Company is a party to a General Indemnity Agreement by and among ABC Roofing Company, Inc., LaPolla Industries, Inc., Daniel Schroff, Charles D. Selle, Betty Selle, and Capital Indemnity Corporation, a copy of which has been previously furnished to Purchaser and which is attached hereto as Schedule 5(b) (the "Indemnity Agreement"). Purchaser agrees, notwithstanding any provision of the Agreement to contrary or any representations or warranties by the Company or Shareholder, that the Company shall be solely responsible for the obligations reflected in the Indemnity Agreement.

6.   Agreement . Except as modified by this Amendment, the remaining terms and provisions of the Agreement are hereby ratified and shall continue in full force and effect.

IN WITNESS WHEREOF, Purchaser, the Company and Shareholder have executed this Amendment as of the day first written above.

SHAREHOLDER:

BILLI JO HAGAN TRUST, DATED OCTOBER 6, 2003

(The information in this A/R Aging Summary has been omitted pursuant to a request for Confidentiality under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A copy of this A/R Aging Summary intact has been filed separately with the Securities and Exchange Commission.)

(The information in this A/P Aging Summary has been omitted pursuant to a request for Confidentiality under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A copy of this A/P Aging Summary intact has been filed separately with the Securities and Exchange Commission.)

This Lease Agreement is entered into as of February 11, 2005, by and between Washington Properties, LLC, an Arizona limited liability company, having an office at 2301 East Mallard Court, Gilbert, Arizona 85234, referred to in this Lease as "Landlord", and LaPolla Industries, Inc., an Arizona corporation, having an office at 1801 West 4 ^th Street, Tempe, Arizona 85281, referred to in this Lease as "Tenant."

1.   Leased Premises . Landlord leases to Tenant and Tenant lease from Landlord, in accordance with the provisions of this Lease, the land, together with the building and improvements thereon, located at 1801 West 4 ^th Street, Tempe, Arizona 85281, consisting of approximately 26,042 square feet of land, a 10,700 square foot building and the improvements associated with the foregoing (the "Premises").

2.   Term . The term of this Lease shall commence on February 12, 2005 (the "Commencement Date") and end on August 31, 2005; provided, however that such term may be extended by exercise of the option(s) to renew as set forth in Exhibit A.

3.   Tenant's Use of the Premises .

(a)   Use by Tenant and Certificate of Occupancy . Tenant shall use and occupy the Premises only for the manufacturing and sale of coatings to the waterproofing, corrosion, roofing and construction industries. In the event required, Tenant shall, at Tenant's own expense, apply for and obtain a Certificate of Occupancy with respect to the Premises, based upon the use set forth above, from the appropriate authority, prior to the commencement date of the Lease.

(b)   Prohibited Use . Tenant shall not occupy nor use all or any part of the Premises nor permit or suffer the Premises to be occupied or used for any purpose other than as provided for in this Lease, nor for any unlawful or disreputable purpose, nor for any extra hazardous purpose.

4.   Rent, Additional Rent and Other Sums to be Paid by Tenant .

(a)   Rent . During the Lease term, Tenant shall pay Landlord rent in consecutive monthly installments of Seven Thousand One Hundred Thirty-Three and 33/100 Dollars ($7,133.33) each, on the first day of each month, in advance, with the exception that the first full monthly installment of rent shall be paid upon execution and delivery of this Lease, the receipt of which is acknowledged by Landlord, subject to collection. If the Commencement Date falls on a day of the month other than the first day of such month, then the rental for the first fractional month shall be prorated on the basis of a thirty (30) day month, which shall be paid upon execution and delivery of this Lease. All other payments required to be made under the terms of this Lease which require proration on a time basis shall be prorated on the same basis.

(b)   Additional Rent Based Upon Assessments for Public Improvements . As additional rent, upon demand, Tenant shall pay Landlord all assessments for public improvements assessed and levied against the Premises. If any assessment for public improvements shall be payable in installments, Landlord shall pay such assessment in the maximum number of installments permitted by law, and Tenant's obligation to pay additional rent shall be limited to each installment or pro rated share thereof due and payable during the lease term.

(c)   Additional Rent Based Upon Other Sums . Tenant shall pay Landlord, as additional rent, all other sums of money on Tenant's part to be paid pursuant to the terms, covenants and conditions of this Lease.

(d)   Additional Rent Based Upon Reimbursement to Landlord . If Tenant shall fail to comply with or to perform any of the terms, conditions and covenants of this Lease, Landlord may (but with no obligation to do so) carry out and perform such terms, conditions and covenants, at the expense of Tenant, which expense shall be payable by Tenant, as additional rent, upon the demand of Landlord, together with interest at the prime rate plus two (2%) percent (the "Prime Rate"), which interest shall accrue from the date of Landlord's demand.

(e)   Additional Rent Based Upon Late Payment . If Tenant defaults, for more than five (5) days in the payment of any installment of rent, additional rent or any of the sums required of Tenant under the Lease, or if Tenant, within five (5) days after demand from Landlord, fails to reimburse Landlord for any expenses incurred by Landlord pursuant to the Lease, together with interest, then Tenant shall pay Landlord, as additional rent, a late charge of five (5%) percent of the rent or expense.

(f)   Additional Rent Based Upon Landlord's Legal Expenses in Enforcing Lease . As additional rent, Tenant shall pay Landlord, all reasonable attorneys' fees that may be incurred by Landlord in enforcing Tenant's obligations under this Lease; provided, however, that in the event Landlord commences a suit against Tenant to enforce Tenant's obligations under this Lease, and such suit is tried to conclusion and judgment is entered in favor of Tenant, then in that event Tenant shall not be under any obligation to pay Landlord the attorneys' fees that Landlord may have incurred.

(g)   Additional Rent Based Upon Taxes Based on Rent . If at any time during the term of this Lease a tax or charge shall be imposed by the state of Arizona, Maricopa County or the city of Tempe, which tax or charge shall be based upon the rent due or paid by Tenant to Landlord, then Tenant shall pay Landlord, as additional rent, such tax or charge. The foregoing shall not require payment by Tenant of any income taxes assessed against Landlord or of any capital levy, franchise, estate, succession, inheritance or transfer tax due from Landlord. The current county and city transaction privilege tax on commercial rental income is 2.3%.

(h)   Net Lease, No Setoff and Application .

(i)   Net Lease . It is the intention of the parties that this Lease is a "triple net lease" and Landlord shall receive the rent, additional rent and other sums required of Tenant under the Lease, undiminished from all costs, expenses and obligations of every kind relating to the Premises, which shall arise or become due during the Lease term, all of which shall be paid by Tenant.

(ii)   No Setoff . Tenant shall pay Landlord all rent, additional rent, Real Estate Taxes, and other sums required of Tenant under the Lease, without abatement, deduction or setoff, and irrespective of any claim Tenant may have against Landlord; and this covenant shall be deemed independent of any other terms, conditions or covenants of this Lease.

(iii)   Application . No payment by Tenant or receipt by Landlord of an amount less than the full rent, additional rent, Real Estate Taxes, or other sums required of Tenant under the Lease, shall be deemed anything other than a payment on account of the earliest rent, additional rent, Real Estate Taxes, or other sum due from Tenant under the Lease. No endorsements or statements on any check or any letter accompanying any check or payment of rent, additional rent, Real Estate Taxes, or other sum due from Tenant under the Lease, shall be deemed an accord and satisfaction of Landlord. Landlord may accept any check for payment from Tenant without prejudice to Landlord's right to recover the balance of rent, additional rent, Real Estate Taxes, or other sum due from Tenant under the Lease, or to pursue any other right or remedy provided under this Lease or by Requirements.

(i)   Place of Payment of Rent . The rent, additional rent, Real Estate Taxes, and other sums required of Tenant under this Lease, shall be paid by Tenant to Landlord at 2301 East Mallard Court, Gilbert, Arizona 85234 or to such other place as Landlord may notify Tenant.

5.   Real Estate Taxes . Tenant shall pay Landlord the annual real estate taxes and assessments ("Real Estate Taxes") assessed and levied against the Premises, on the first (1st) day of each month, in advance, in a sum equal to 1/12th of the annual real estate taxes and assessments due and payable for the then calendar year. If at a time a payment is required the amount of the Real Estate Taxes for the then calendar year shall not be known, Tenant shall pay Landlord 1/12th of the Real Estate Taxes for the preceding calendar year; and upon ascertaining the Real Estate Taxes for the current calendar year, Tenant shall pay Landlord any difference upon demand, or if Tenant shall be entitled to a credit, Landlord shall credit the excess against the next monthly installment(s) of Real Estate Taxes falling due. Real Estate Taxes payable for the first and last years of the lease term shall be adjusted and pro rated, so that Landlord shall be responsible for Landlord's pro rated share for the period prior to and subsequent to the lease term and Tenant shall pay Landlord its pro rated share for the lease term. Provided this Lease is not previously cancelled or terminated, and there shall be no Event of Default, or an event that with the giving of notice or the lapse of time, or both, would constitute an Event of Default, then Tenant shall have the right to contest the amount or validity of any Real Estate Taxes assessed and levied against the Premises, or to seek a reduction in the valuation of the building on the Premises assessed for real estate tax purposes, by appropriate proceedings diligently conducted in good faith (the "Tax Appeal"), but only after payment of such taxes and assessments. Except as set forth below, Landlord shall not be required to join in any Tax Appeal. If required by law, Landlord shall, upon written request of Tenant, join in the Tax Appeal or permit the Tax Appeal to be brought in Landlord's name, and Landlord shall reasonably cooperate with Tenant, at the cost and expense of Tenant. Tenant shall pay any increase that may result in Real Estate Taxes as a consequence of the Tax Appeal, which payment obligations shall survive the expiration or earlier termination of this Lease. Landlord estimates that Real Estate Taxes for the 2005 calendar year will be Fifteen Thousand One Hundred and 00/100 Dollars ($15,100.00).

6.   Condition, Repair, Replacement and Maintenance of the Premises .

(a)   Condition of the Premises . Tenant acknowledges examining the Premises prior to the commencement of the Lease term, that Tenant is fully familiar with the condition of the Premises and that Tenant accepts the Premises "As-Is." Tenant enters into the Lease without any representations or warranties on the part of Landlord, express or implied, as to the condition of the Premises, including, but not limited to, the cost of operations and the condition of its fixtures, improvements and systems.

(b)   Tenant's Obligations .

(i)   Tenant's Maintenance . Tenant shall, at Tenant's own expense, maintain, keep in good condition, repair and make replacements, foreseen and unforeseen, ordinary and extraordinary, structural and non-structural, to the exterior of the building on the Premises (including, but not limited to, the roof, roof system, windows and doors) and interior of the building on the Premises (including, but not limited to, the plumbing system, the sprinkler system, if any, the heating system, the air conditioning system, if any, the electric system and any other system of the building on the Premises), and the driveways, parking areas, shrubbery and lawn, on the Premises, and at the expiration or other sooner termination of the Lease term, deliver them up in good order and condition and broom clean.

(ii)   Damage Caused by Tenant . Notwithstanding any contrary provisions set forth in this Lease, any damage to the Premises, including, but not limited to, the building or its systems, or the improvements, caused by Tenant or a "Tenant Representative" (as defined below), shall be promptly repaired or replaced to its former condition by Tenant, as required by Landlord, at Tenant's own expense. The term "Tenant Representative" shall mean any shareholder, officer, director, member, partner, employee, agent, licensee, assignee, sublessee or invitee of Tenant, or any third party other than Landlord.

(iii)   Tenant to Keep Premises Clean . In addition to the foregoing, and not in limitation of it, Tenant shall also, at Tenant's own expense, undertake all replacement of all plate glass and light bulbs, florescent tubes and ballasts, and decorating, redecorating and cleaning of the interior of the Premises, and shall keep and maintain the Premises in a clean condition, free from debris, trash and refuse.

(iv)   Tenant's Negative Covenants . Tenant shall not injure, deface, permit waste nor otherwise harm any part of the Premises, permit any nuisance at the Premises, permit the emission of any objectionable noise or odor from the Premises, place a load on the floor on the Premises exceeding the floor load per square foot the floor was designed to carry, or install, operate or maintain any electrical equipment in the Premises that shall not bear an underwriters approval.

(v)   Maintenance/Service Contract . Tenant shall, at Tenant's own expense, enter into a maintenance/service contract with a maintenance contractor, which shall provide for regularly scheduled servicing of all hot water, heating, ventilation and air conditioning systems and equipment in the Premises. The maintenance contractor and the maintenance/service contract shall be subject to the approval of Landlord, which approval shall not be unreasonably withheld. The maintenance/service contract shall include, without limitation, all servicing suggested by the manufacturer, within the operations/maintenance manual pertaining to such system and/or equipment, and shall be effective (and a copy thereof delivered to Landlord) no later than thirty (30) days after the commencement date of this Lease.

7.   Insurance .

(a)   Insurance Coverage . Tenant shall, during the lease term, at Tenant's own expense, obtain and keep in force, the following insurance:

(i)   Fire Insurance . An All-Risk Insurance policy covering the Premises and all improvements located therein in an amount of one hundred (100%) percent of the replacement value of the building and all improvements on the Premises other than foundations, and with such deductible as Landlord considers appropriate in Landlord's sole discretion. This insurance shall (A) name only Landlord and Landlord's mortgagees, if any, as their respective interests may appear; (B) provide that no act of Tenant shall impede the right of Landlord or Landlord's mortgagees, if any, to receive and collect the insurance proceeds; and (C) provide that the right of Landlord and Landlord's mortgagees, if any, to the insurance proceeds shall not be diminished because of any insurance carried by Tenant for Tenant's own account. Tenant acknowledges that it has no right to receive any proceeds from such insurance policy. Landlord shall not have to carry insurance of any kind on the Premises or on Tenant's furniture or furnishings, or on any of Tenant's fixtures, equipment, improvements, or appurtenances under this Lease; and Landlord shall not be obligated to repair any damage thereto or replace the same.

(ii)   Sprinkler Insurance . If sprinklers are installed in the Premises, Tenant shall obtain sprinkler leakage insurance in an amount equal to at least ten percent (10%) of the amount of insurance required to be carried by Tenant pursuant to subparagraph (i) above. This insurance may be included as a part of the All-Risk Insurance policy. This insurance shall (A) name only Landlord and Landlord's mortgagees, if any, as their respective interests may appear; (B) provide that no act of Tenant shall impede the right of Landlord or Landlord's mortgagees, if any, to receive and collect the insurance proceeds; and (C) provide that the right of Landlord and Landlord's mortgagees, if any, to the insurance proceeds shall not be diminished because of any insurance carried by Tenant for Tenant's own account.

(iii)   Liability Insurance . Comprehensive general liability insurance coverage (either primary and/or umbrella policies), which shall include personal injury, bodily injury, broad form property damage, operations hazard, owner's protective coverage, contractual liability and products and completed operations liability, in limits not less than One Million Dollars ($1,000,000.00) inclusive. This insurance shall insure Landlord and "Landlord's Indemnitees" (as defined below) and Tenant, and such other parties as Landlord may designate, naming each as the insured. Notwithstanding any contrary provisions contained in this paragraph, if any liability insurance policy excludes coverage of any claim made by one insured against another, or any action or suit filed by one insured against another, then Tenant shall deliver to Landlord a separate liability insurance policy, which insures only Landlord and Landlord's Indemnitees and such other parties as Landlord may designate, in accordance with the provisions of this paragraph, and a certificate of insurance evidencing a separate liability insurance policy insuring Tenant in accordance with the provisions of this paragraph. The term "Landlord's Indemnitees" shall mean Landlord's affiliates, mortgagees, if any, and their respective officers, shareholders, directors, managers, members, employees, agents and representatives, as well as the officers, shareholders, directors, managers, members, employees, agents and representatives of Landlord.

(iv)   Worker's Compensation and Employer's Liability Insurance . Worker's Compensation and Employer's Liability insurance, in a form and in an amount as required to comply with state law and which shall contain a waiver of subrogation against Landlord.

(v)   Additional Insurance . Any other form or forms of insurance as Landlord or Landlord's mortgagees may reasonably require from time to time, in form and amounts, and for insurance risks against which a prudent tenant of a comparable size and in a comparable business would protect itself.

(b)   Insurance Requirements Generally . All policies shall be taken out with insurers that are acceptable to Landlord and in form satisfactory to Landlord. Tenant agrees that certificates of insurance, or, if required by Landlord or the mortgagees of Landlord, certified copies of each such insurance policy, will be delivered to Landlord as soon as practicable after the placing of the required insurance. Tenant shall, contemporaneously with the execution of this Lease, provide Landlord with a certificate of insurance as written evidence of the insurance in force, and renewals thereof shall be delivered to Landlord at least thirty (30) days prior to the expiration of the respective policy terms. All policies shall contain an undertaking by the insurers to notify Landlord and the mortgagees of Landlord in writing not less than thirty (30) days before any material change, reduction in coverage, cancellation, or other termination thereof.

(c)   Waiver of Subrogation . To the extent that the parties may legally so agree, neither Landlord nor Tenant shall be liable by way of subrogation or otherwise to the other party, or to any insurance company insuring the other party for any loss or damage to any of the property of Landlord or Tenant, as the case may be, which loss or damage is covered by any insurance policies carried by the parties and in force at the time of any such damage, even though such loss or damage might have been occasioned by the negligence of Landlord or Tenant, and the party hereto sustaining such loss or damage so protected by insurance waives its rights, if any, of recovery against the other party hereto to the extent and amount that such loss is covered by such insurance. This release shall be in effect only so long as the applicable insurance policies shall contain a clause or endorsement to the effect that the aforementioned waiver shall not affect the right of the insured to recover under such policies; Tenant shall use its best efforts (including payment of any additional premium) to have its insurance policies contain the standard waiver of subrogation clause. In the event Tenant's insurance carrier declines to include in such carrier's policy the standard waiver of subrogation clause, Tenant shall promptly notify Landlord in writing.

8.   Compliance with Laws and Insurance Requirements .

(a)   General Compliance with Laws and Requirements . Tenant shall, at Tenant's own expense, promptly comply with: (i) each and every federal, State of Arizona, county and municipal statute, ordinance, code, rule, regulation, order, directive or requirement, currently or hereafter existing, including, but not limited to, the Americans with Disabilities Act of 1990 and all environmental laws, together with all amending and successor federal, State of Arizona, county and municipal statutes, ordinances, codes, rules, regulations, orders, directives or requirements, and the common law, regardless of whether such laws are foreseen or unforeseen, ordinary or extraordinary, applicable to the Premises, Tenant, Tenant's use of or operations at the Premises, or all of them, (the "Requirements"); (ii) the requirements of any regulatory insurance body; or (iii) the requirements of any insurance carrier insuring the Premises; regardless of whether compliance (X) results from any condition, event or circumstance existing on or after the commencement of the Lease term; (Y) interferes with Tenant's use or enjoyment of the Premises; or (Z) requires structural or non-structural repairs or replacements. The failure to mention any specific statute, ordinance, rule, code, regulation, order, directive or requirement shall not be construed to mean that Tenant was not intended to comply with such statute, ordinance, rule, code, regulation, order, directive or requirement.

(b)   Environmental Law .

(i)   Transaction Triggered Environmental Law . Tenant shall, at Tenant's own expense, comply with any transaction triggered environmental law (including, without limitation, a law whose applicability is triggered upon sale of the Premises, a cessation of operations at the Premises, a corporate reorganization, or other commercial transaction), the regulations promulgated thereunder, and any amending and successor legislation and regulations now or hereafter existing in the state (the "Cleanup Law"). Tenant shall, at Tenant's own expense, make all submissions to, provide all information to and comply with all requirements of, the applicable state environmental protection or conservation agency enforcing the Cleanup Law. Tenant's obligations under this subparagraph shall arise if any action or omission by Landlord or Tenant triggers the applicability of the Cleanup Law.

(ii)   Information to Landlord . At no expense to Landlord, Tenant shall promptly provide all information and sign all documents requested by Landlord with respect to compliance with Requirements; however, this shall not in any way be deemed to impose upon Landlord any obligation to comply with any Requirements.

(iii)   Landlord Audit . Tenant shall permit Landlord and its representatives access to the Premises, from time to time, to conduct an environmental assessment, investigation and sampling of the Premises, at Tenant's expense.

(iv)   Tenant Audit . Landlord shall have the right, from time to time, during the Lease term, and upon the expiration or sooner termination of the Lease term, to require that Tenant hire, and in such event Tenant shall, at Tenant's own expense, hire an environmental consultant satisfactory to Landlord to undertake sampling at the Premises sufficient to determine whether "Contaminants" (as defined below) have been "Discharged" (as defined below) during the Lease term.

(v)   No Installation of Tanks . Tenant shall not install any underground or above ground storage tanks ("Tanks") at the Premises without the prior written consent of Landlord, and upon demand of Landlord, shall, prior to the expiration or sooner termination of the Lease term, remove, at Tenant's own expense, all Tanks installed at the Premises during the Lease term, and in so doing, Tenant shall comply with all closure requirements and other requirements of Requirements.

(vi)   Tenant Remediation . Should any assessment, investigation or sampling reveal the existence of any Contaminants in, on, under, or about, or migrating from or onto the Premises as a result of a Discharge during the Lease term, then, in addition to such event constituting an Event of Default under this Lease, and Landlord having all rights available to Landlord under this Lease and by law by reason of such Event of Default, Tenant shall, at Tenant's own expense, in accordance with all Requirements, undertake all action required by Landlord and any "Governmental Authority" (as defined below), including, but not limited to, promptly obtaining and delivering to Landlord an unconditional written determination by the applicable environmental protection or conservation agency that there are no Discharged Contaminants present at the Premises or at any other site to which a Discharge originating at the Premises migrated, or that any Discharged Contaminants present at the Premises or that have migrated from the Premises, have been remediated in accordance with all applicable requirements ("No Further Action Letter"). In no event shall any of Tenant's remedial action involve engineering or institutional controls, a groundwater classification exception area or well restriction area. Promptly upon completion of all required investigatory and remedial activities, Tenant shall, at Tenant's own expense, and to Landlord's satisfaction, restore the affected areas of the Premises from any damage or condition caused by the investigatory or remedial work.

(vii)   Hold-Over Tenancy . If prior to the expiration or earlier termination of the Lease term, Tenant fails to remediate all Contaminants pursuant to subparagraph (vi) above, and deliver to Landlord an unconditional No Further Action Letter (the "Environmental Clearance"); then upon the expiration or earlier termination of the Lease term, Landlord shall have the option either to consider the Lease as having ended or treat Tenant as a hold-over tenant in possession of the Premises. If Landlord considers the Lease as having ended, then Tenant shall nevertheless be obligated to promptly obtain and deliver to Landlord the Environmental Clearance, and otherwise fulfill all of the obligations of Tenant set forth in this paragraph 8. If Landlord treats Tenant as a hold-over tenant in possession of the Premises, then Tenant shall pay, monthly to Landlord, on the first day of each month, in advance, double the rent that Tenant would otherwise have paid under the Lease, until such time as Tenant delivers to Landlord the Environmental Clearance, and otherwise fulfills its obligations to Landlord under this paragraph 8, and during the hold-over period, all other terms of this Lease shall remain in full force and effect.

(viii)   Permits . Tenant shall not commence or alter any operations at the Premises prior to: (A) obtaining all permits, registrations, licenses, certificates and approvals from all Governmental Authorities required pursuant to any Requirements; and (B) delivering a copy of each permit, registration, license, certificate and approval to Landlord, together with a copy of the application upon which such permit, registration, license, certificate and approval is based.

(ix)   Environmental Documents . The term "Environmental Documents" shall mean all environmental documentation concerning the Premises, or its environs, in the possession or under the control of Tenant, including but not limited to, plans, reports, correspondence and submissions. During the term of this Lease, and subsequently, promptly upon receipt by Tenant or a Tenant Representative, Tenant shall deliver to Landlord all Environmental Documents concerning or generated by or on behalf of Tenant with respect to the Premises, whether during or after the Lease term, and whether currently or hereafter existing. In addition, Tenant shall promptly notify Landlord of any environmental condition of which Tenant has knowledge, which may exist in, on, under or about, or may be migrating from or onto the Premises.

(x)   Attendance at Meetings . Tenant shall notify Landlord in advance of all meetings scheduled between Tenant or Tenant's Representatives and any Governmental Authority pertaining to the Premises, and Landlord and Landlord's agents, representatives and employees, including, but not limited to, legal counsel and environmental consultants and engineers, shall have the right, without the obligation, to attend and participate in all such meetings.

(xi)   Landlord's Right to Perform Tenant's Obligations . Notwithstanding anything to the contrary set forth in this Lease, in the event, pursuant to this Lease, Tenant is required to undertake any sampling, assessment, investigation or remediation with respect to the Premises, then, at Landlord's discretion, Landlord shall have the right (but without any obligation to do so), upon notice to Tenant, from time to time, to perform such activities at Tenant's expense, and all sums incurred by Landlord shall be paid by Tenant, as additional rent, upon demand, together with interest at the Prime Rate, accruing from the date of Landlord's demand.

(xii)   Interpretation and Definitions .

(A)   Interpretation . The obligations imposed upon Tenant under this subparagraph (b) are in addition to and are not intended to limit, but to expand upon, the obligations imposed upon Tenant under subparagraph (a).

(B)   Contaminants . The term "Contaminants" shall include, without limitation, any regulated substance, toxic substance, hazardous substance, hazardous waste, pollution, pollutant or contaminant, as defined or referred to in the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Sec.6901 et seq .; the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. Sec.9601 et seq .; the Water Pollution and Control Act, 33 U.S.C. Sec.1251 et seq .; analogous state laws; together with any amendments thereto, regulations promulgated thereunder and all substitutions thereof, as well as words of similar purport or meaning referred to in any other federal, State of Arizona, county or municipal environmental statute, ordinance, code, rule, regulation, order, directive or requirement, including, without limitation, radon, asbestos, polychlorinated biphenyls, urea formaldehyde and petroleum products and petroleum based derivatives. Where a statute, ordinance, code, rule, regulation, order, directive or requirement defines any of these terms more broadly than another, the broader definition shall apply.

(C)   Discharge . The term "Discharge" shall mean the releasing, spilling, leaking, leaching, disposing, pumping, pouring, emitting, emptying or dumping of Contaminants at, into, onto or migrating from or onto the Premises, regardless of whether the result of an intentional or unintentional action or omission.

(D)   Governmental Authority/Governmental Authorities . The term "Governmental Authority" or "Governmental Authorities" shall mean the federal, State of Arizona, county or municipal government, or any department, agency, bureau or other similar type body obtaining authority therefrom, or created pursuant to any Requirements.

(c)   Survival . This paragraph 8 shall survive the expiration or earlier termination of this Lease. Without limiting any other remedy available to Landlord under this Lease or by Requirements, Tenant's failure to abide by the terms of this paragraph 8 shall be restrainable or enforceable, as the case may be, by injunction.

9.   Alterations, Additions and Improvements . No alterations, additions or improvements shall be made by Tenant to the building and improvements on the Premises, nor to any air conditioning system, heating system, plumbing system, electrical system, nor shall antennas or fixtures be installed in or on the building or improvements to the Premises, without the prior written consent of Landlord, which consent may be granted or withheld by Landlord, in Landlord's sole and absolute discretion. All alterations, additions or improvements and systems installed in or attached to the Premises by Tenant shall, at the option of Landlord, upon the expiration or earlier termination of the Lease, belong to and become the property of Landlord without any payment from Landlord and if such option is exercised, shall be surrendered by Tenant in good order and condition as part of the Premises upon the expiration or sooner termination of the Lease term. At Landlord's request, Tenant shall restore the Premises to the condition it was in prior to Tenant's occupancy, such restoration to be completed on or before the expiration of the Lease term, at Tenant's own expense. Tenant shall not use or penetrate the roof of the building on the Premises for any purpose whatsoever without the prior written consent of Landlord, which consent may be granted or withheld by Landlord, in Landlord's sole and absolute discretion. All alterations, additions or improvements consented to by Landlord shall be performed by Tenant in a good and workmanlike manner, in compliance with all Requirements.

10.   Fire and Other Casualty Affecting the Premises .

(a)   Notice of Casualty by Tenant . If the improvements situated upon the Premises shall be damaged or destroyed by any peril, including, but not limited to, fire, wind storm or other casualty (each such occurrence, a "Casualty"), at any time, whether covered by insurance to be provided by Tenant under this Lease, or not, Tenant shall give prompt notice thereof to Landlord and this Lease shall continue in full force and effect.

(b)   Restoration by Tenant . If at any time any Casualty occurs, Tenant shall proceed in good faith and with due diligence to restore, replace, rebuild and repair the improvements damaged or destroyed by such Casualty to substantially the same condition such improvements were in immediately prior to such damage or destruction, and Tenant's obligations to pay the rent, additional rent and other sums required of Tenant under the Lease shall not be abated or reduced, nor shall Tenant be entitled to surrender possession of the Premises by reason thereof. Notwithstanding anything to the contrary set forth in this Lease, the net insurance proceeds, if any, collected by Landlord from any insurance policy, and not otherwise payable to a mortgagee of Landlord, after deducting all costs of collection (including, but not limited to, the fees of any adjuster employed by Landlord with respect to the collection of any insurance proceeds), (the "Restoration Funds"), shall be available to be used by Tenant for the restoration of the Premises. If the Restoration Fund is Two Hundred Thousand ($200,000.00) Dollars or less, the whole thereof shall be paid to Tenant and deposited in trust in a segregated interest bearing account by Tenant, in a financial institution designated by Landlord. If the Restoration Fund is in excess of Two Hundred Thousand ($200,000.00) Dollars, the Restoration Fund shall continue to be held by Landlord, and provided Tenant complies with the provisions of this paragraph, the Restoration Fund shall be made available to Tenant, from time to time, in the manner and to the extent hereinafter provided, to pay for the costs of the restoration of the Premises; provided, however, that Landlord, before paying such monies over to Tenant, shall be entitled to reimburse itself from the Restoration Fund to the extent, if any, of the expenses paid or incurred by Landlord in the administration of the Restoration Fund and oversight of the restoration, including, without limitation, fees for consultants, counsel and engineers. Any funds left after the completion of and payment for all restoration of the Premises shall be retained by Landlord.

(i)   Requisitions for Payment . The Restoration Fund shall be paid to Tenant, from time to time, in installments as the restoration work progresses, upon requisitions to be submitted by Tenant to Landlord showing the cost of labor and materials incorporated in the restoration, or incorporated therein since the last previous requisition. If any vendors, mechanics, laborers, or materialman's lien is filed against the Premises, Tenant shall not be entitled to receive any further installment until such lien is satisfied or otherwise discharged.

(ii)   Amount of Payment . The amount of any installment to be paid to Tenant shall be such proportion of the total Restoration Fund received as the cost of labor and materials theretofore incorporated by Tenant in the restoration bears to the total estimated cost of the restoration by Tenant, less (A) all payments theretofore made to Tenant out of the Restoration Fund and (B) ten (10%) percent of the amount so determined.

(iii)   Deficiency and Completion . In the event the Restoration Fund is insufficient for the purpose of paying for the restoration, or to the extent any mortgagee shall not permit the insurance proceeds to be used for restoration, Tenant shall nevertheless be required to make the restoration and pay any additional sums required for the restoration. The restoration shall be deemed complete when the restoration has been completed substantially in accordance with the plans and specifications therefore, as determined by a joint inspection by Landlord and Tenant, and a certificate of occupancy has been issued, allowing the improvements to be used and operated for their intended purpose.

(iv)   Conditions to Payment . In addition to the foregoing, in no event shall any Restoration Funds be paid until there has been submitted to Landlord:

(A)   Architect or Contractor Certificate . A certificate of Tenant's architect or Tenant's contractor stating that the sum then requested to be withdrawn either has been paid by Tenant or is justly due to contractors, subcontractors, materialmen, engineers, architects who have rendered or furnished certain services and materials for the work and giving a brief description of such services and materials and the principal subdivisions or categories thereof and the several amounts so paid or due to each of said persons in respect thereof, and stating in reasonable detail the progress of the work up to the date of said certificate; the sum then requested does not exceed the value of the services and materials described in the certificate; and the balance of the Restoration Funds held by Landlord shall be sufficient upon completion of the restoration to pay for the same in full, and stating in reasonable detail the estimate of the cost of such completion;

(B)   Title . There shall be furnished to Landlord an official search, or a certificate of title insurance company reasonably satisfactory to Landlord, or other evidence reasonably satisfactory to Landlord, showing that there has not been filed any vendor's, mechanic's, laborer's or materialman's statutory or other similar lien affecting the Premises, which has not been discharged of record, except as shall be discharged upon payment of the amount then requested to be withdrawn;

(C)   No Event of Default . At the time of making such payment, there shall not have been an Event of Default, or an event that with the passage of time or the giving of notice, or both, shall constitute an Event of Default;

(D)   Final Payment . With respect only to the final payment, at the time of making such payment, Tenant shall have substantially completed the restoration as evidenced by a certificate of occupancy or completion, issued by the appropriate Governmental Authority.

(c)   Failure by Tenant to Commence Restoration . If Tenant shall fail to commence the necessary repairs, replacements or reconstruction required for the restoration of the Premises within forty-five (45) days after receipt by Landlord or Tenant, as the case may be, of the Restoration Funds, or any part thereof, or if Tenant shall have commenced restoration, but shall fail to continue restoration with reasonable diligence, then unless such delay shall have been due to causes beyond the reasonable control of Tenant, Landlord shall have the right, at Landlord's option, following thirty (30) days prior notice to Tenant, to deem such an event as an Event of Default, and in addition to all other rights provided to Landlord under this Lease and by Requirements, Tenant shall promptly pay over to Landlord all Restoration Funds held by Tenant.

11.   Assignment and Subletting .

(a)   Landlord's Consent Required . Tenant shall not voluntarily or by operation of law assign, sublet, mortgage or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent, which consent may be granted or withheld in Landlord's sole and absolute discretion. Any attempted assignment, subletting, mortgage, transfer or encumbrance without such consent shall be void as against Landlord, and shall constitute an Event of Default by Tenant under this Lease. Any Change in Control of Tenant shall be deemed an assignment in violation of this Lease. The term "Change in Control" with respect to a corporation means any of the following: (A) the direct or indirect sale or exchange by the stockholders of a corporation of all or substantially all of the stock of the corporation if the stockholders of the corporation before such sale or exchange do not retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the corporation after such sale or exchange; (B) a merger or consolidation if the stockholders of a corporation before such merger or consolidation do not retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of the corporation after such merger or consolidation (regardless of whether the corporation is the surviving corporation); (C) the sale, exchange or transfer of all or substantially all of the assets of a corporation; or (D) a liquidation or dissolution of a corporation.

(b)   No Release of Tenant . Regardless of Landlord's consent or the need under subparagraph (a) to obtain Landlord's consent, no assignment or subletting shall release Tenant from this Lease. Acceptance of rent and additional rent from any other person shall not be deemed a waiver by Landlord of any provision of this Lease. Consent to one assignment or subletting shall not be deemed a consent to any subsequent assignment or subletting. In the event of a consent by Landlord to an assignment or subletting, Tenant shall deliver to Landlord a duplicate original of the assignment by Tenant and assumption by Tenant's assignee of Tenant's obligations under this Lease, or a duplicate original of the sublease, as the case may be.

(c)        Participation by Landlord . In the event of any assignment or sublease involving rent in excess of the rent or additional rent required under this Lease ("Excess Rent"), Landlord shall participate in the Excess Rent. Tenant shall promptly pay to Landlord, as additional rent, fifty (50%) percent of all such Excess Rent collected from the assignee or subtenant, and shall supply Landlord with a true copy of each assignment or sublease, and in the case of the former, an originally executed assumption by the assignee of all of Tenant's obligations under this Lease.

12.   Landlord's Right to Inspect and Repair . Landlord or Landlord's agents, employees or representatives, shall have the right to enter into and upon all or any part of the Premises during the Lease term at all reasonable hours, for the purpose of: (a) examination; (b) determination whether Tenant is in compliance with its obligations under this Lease; or (c) making repairs, alterations, additions or improvements to the Premises, as may be necessary by reason of Tenant's failure to make same after notice to Tenant to do so, except in an emergency. This paragraph shall not be deemed nor construed to create an obligation on the part of Landlord to make any inspection of the Premises or to make any repairs, alterations, additions or improvements to the Premises for its safety or preservation.

13.   Landlord's Right to Exhibit Premises . Landlord or Landlord's agents, employees or representatives shall have the right to show the Premises during the Lease term to persons wishing to purchase or grant fee mortgages on the Premises. Landlord or Landlord's agents, employees or other representatives shall have the right within the last six (6) mont